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FORM 10-K. - ANNUAL REPORT PURSUANT TO SECTION 13
OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[ X ] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the fiscal year ended December 31, 2000
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or
[_] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from _____________ to ___________________________
Commission file Number 0-16213
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GBC Bancorp
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(Exact name of registrant as specified in its charter)
California 95-3586596
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
800 West Sixth Street, Los Angeles, CA 90017
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (213) 972 - 4172
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on
which registered
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Securities pursuant to Section 12(g) of the Act:
Common Stock, No Par Value
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(Title of class)
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(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. [ X ] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K ((S) 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ ]
State the aggregate market value of the voting stock held by non-affiliates
of the registrant. The aggregate market value shall be computed by reference to
the price at which the stock was sold, or the average bid and asked prices of
such stock, as of a specified date within 60 days prior to the date of filing.
(See definition of affiliate in Rule 405, 17 CFR 230.405). $274,405,527
NOTE: If a determination as to whether a particular person or entity is an
affiliate cannot be made without involving unreasonable effort and expense, the
aggregate market value of the common stock held by non-affiliates may be
calculated on the basis of assumptions reasonable under the circumstances,
provided that the assumptions are set forth in this Form.
APPLICABLE ONLY TO REGISTRANT INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. [ ] Yes [ ] No
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.
11,944,262 shares outstanding as of February 28, 2001.
DOCUMENTS INCORPORATED BY REFERENCE.
List hereunder the following documents if incorporated by reference and the
Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is
incorporated: (1) Any annual report to security holders; (2) Any proxy or
information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or
(c) under the Securities Act of 1933. The listed documents should be clearly
described for identification purposes (e.g., annual report to security holders
for fiscal year ended December 24, 1980).
Documents Incorporated by Reference Part of Form 10-K Into Which Incorporated
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2000 Annual Report to Shareholders Part II Items 6,7 and 8 and Part IV
Definitive Proxy Statement for the
Annual Meeting of Shareholders
Filed within 120 days of the fiscal
Year ended December 31, 2000 Part III
Exhibit Index on Pages 33-35
1
FORM 10-K
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TABLE OF CONTENTS AND CROSS REFERENCE SHEET
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Page in Incorporation
PART I 10-K by Reference
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Item 1. Business................................. 4
General................................ 4
Lending Activities..................... 5
Competition............................ 5
Subsidiaries........................... 6
Supervision and Regulation............. 7
Employees.............................. 23
Item 2. Properties............................... 23
Item 3. Legal Proceedings........................ 24
Item 4. Submission of Matters to a Vote of
Security Holders......................... 24
Executive Officers of the Registrant.................. 24
PART II
Item 5. Market for Registrant's Common Equity
and Related Security Holder Matters...... 27
Item 6. Selected Financial Data.................. 28 2000 Annual Report
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of
Operations............................... 28 2000 Annual Report
Item 8. Financial Statements and Supplementary
Data..................................... 28 2000 Annual Report
Item 9. Changes in and Disagreements with
Accountants on Accounting and Financial
Disclosure............................... 28
PART III
Item 10. Directors and Executive Officers of the
Registrant............................... 29 2001 Proxy Statement
Item 11. Executive Compensation................... 29 2001 Proxy Statement
Item 12. Security Ownership of Certain Beneficial
Owners and Management.................... 29 2001 Proxy Statement
2
Item 13. Certain Relationships and Related
Transactions............................. 29 2001 Proxy Statement
PART IV
Item 14. Exhibits, Financial Statement Schedules
and Reports on Form 8-K.................. 30 2000 Annual Report
SIGNATURES............................................ 31
EXHIBIT INDEX......................................... 33
3
PART I
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Forward-Looking Statements
Certain statements contained herein, including, without limitation,
statements containing the words "believes," "intends," "should," "expects," and
words of similar import, constitute "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. Such forward-
looking statements involve known and unknown risks, uncertainties and other
factors that may cause the actual results, performance or achievements of the
Company to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements, Such
factors include, among others, the following: general economics and business
conditions in those areas in which the Company operates; demographic changes;
competition; fluctuations in interest rates; changes in business strategy or
development plans; changes in governmental regulation; credit quality; and other
factors reference herein. Given these uncertainties, the reader is cautioned not
to place undue reliance on such forward-looking statements. The Company
disclaims any obligation to update any such factors or to publicly announce the
results of any revisions to any of the forward-looking statements contained
herein to reflect future events or developments.
Item 1 Business
General
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GBC Bancorp (the "Company"), a California corporation incorporated in 1980,
is a registered bank holding company under the Bank Holding Company Act of 1956,
as amended, and is headquartered at 800 West 6th Street in Los Angeles,
California 90017. The Company owns all of the outstanding stock of its wholly-
owned subsidiary General Bank (the "Bank"), a California state-chartered bank
which commenced operations in March, 1980. GBC Bancorp functions primarily as a
holding company for the Bank.
The Bank has conducted the business of a commercial bank since it commenced
operations. The Bank is a community bank that serves individuals and small to
medium-sized businesses through seventeen branch offices located in the greater
Los Angeles, San Diego and Silicon Valley areas of California, a branch office
in the state of Washington and a loan production office located in the state of
New York. The Bank has an operations center in Rosemead and has branches located
in downtown Los Angeles, Monterey Park, Torrance, Artesia, Alhambra, City of
Industry, Irvine, San Diego, Arcadia, Diamond Bar, Northridge, Orange,
Huntington Beach, Cupertino, Millbrae, Fremont and San Jose.
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Loan production offices are established primarily to develop loans on
behalf of the Bank and to act as the liaison between customers and the Bank in
coordinating other banking services.
The Bank offers a variety of banking services to its customers, including
accepting checking, savings and time deposits; making secured and unsecured
loans; offering traveler's checks, safe deposit boxes, credit cards and other
fee-based services; and providing international trade-related services.
Lending Activities
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The Bank's primary emphasis is on commercial and real estate lending, real
estate construction lending, and, to a lesser extent, SBA lending.
The Bank maintains an International Banking Division which facilitates
international trade by providing financing, letter of credit services and
collections, as well as other international trade-related banking services. The
Bank does not make loans to foreign banks, foreign governments or their central
banks, or commercial and industrial loans to entities domiciled outside of the
United States, except for the extension of overdraft privileges to its foreign
correspondent banks on a limited, case by case, basis.
The Bank maintains an SBA lending division to provide loans for small to
medium-sized businesses under the Small Business Administration 7-A guarantee
program. Loans range from $50,000 to $1,000,000 with maturities from 7 to 25
years. As of December 31, 2000, the Bank's SBA servicing portfolio was
approximately $26 million.
Competition
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The Bank actively competes for deposits and loans with other banks and
financial institutions located in its service area. Interest rates, customer
service and legal lending limits are the principal competitive factors and
increasing deregulation of financial institutions has expanded competition. In
order to compete with other financial institutions in its service area, the Bank
relies principally upon providing quality service to its customers, personal
contact by its officers, directors and employees, and local promotional
activity. Competitors presently include banks serving the Asian population in
Southern and Northern California, as well as major banks with extensive branch
systems operating over a wide geographic area. Many of the banks have greater
financial resources and facilities than the Bank and many offer certain
services, such as trust services, not currently offered by the Bank.
5
Subsidiaries
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Bank Subsidiaries
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GBC Investment & Consulting Company, Inc., a wholly-owned subsidiary of the
Bank, was incorporated to provide specific, in-depth expertise in the areas of
investment and consultation on an international and domestic basis. An office
was established in Taipei, Taiwan to coordinate and develop business between the
Bank and prospective customers in Taiwan and other Asian countries. As of and
for the year ended December 31, 2000, GBC Investment & Consulting Company, Inc.
reported total assets of $20,000, and a net loss of $74,000.
GBC Leasing Company, Inc. is the Bank's leasing subsidiary. The Bank owns
90% of the voting stock of this company which was formed to acquire various
assets, such as equipment on lease, promissory notes and leases and/or
partnership interests in partnerships owning such types of assets, in exchange
for its common stock in transfers qualifying as a tax free exchange of property,
described in Section 351 of the Internal Revenue Code of 1986, as amended. As
of and for the year ended December 31, 2000, GBC Leasing Company, Inc. reported
total assets of $544,000, and a net loss of $66,000.
GBC Insurance Services, Inc. is a wholly-owned subsidiary of the Bank and
operates exclusively as a full service insurance agent/broker to provide
additional financial service to the Bank's customers. In August, 1997, the
business of GBC Insurance Services, Inc. was transferred to a division of
General Bank. Accordingly, the insurance subsidiary is in an inactive status.
GBC Real Estate Investments, Inc. is a wholly owned subsidiary of the Bank
established in July, 2000. The purpose of this subsidiary is to engage in real
estate investment activities, which will include equity interests in limited
partnerships and limited liability companies that own or invest in commercial
real estate development properties. To date, there have been no transactions
involving this subsidiary.
Holding Company Subsidiaries
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In addition to its wholly-owned bank subsidiary, the Company owns all of
the outstanding stock of GBC Venture Capital, Inc. The business purpose of GBC
Venture Capital, Inc. is to hold stock warrants received as part of business
relationships and to make equity investments in companies and limited
partnerships subject to applicable regulatory restrictions. As of, and for the
year ended, December 31, 2000, GBC Venture Capital, Inc., reported total assets
of $32.9 million and net income of $6,910,000. The net income was primarily the
result of trading revenue resulting from the receipt of securities from venture
capital funds in which the subsidiary invests and from the exercise of warrants.
The Company has received rights to acquire stock in the form of
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warrants as an adjunct to its high technology banking relationships. The receipt
of the warrants does not change the terms of the loans provided high technology
customers.
Supervision and Regulation
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General
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The following generally refers to certain statutes and regulations
affecting the banking industry. These references provide brief summaries only
and are not intended to be complete. These references are qualified in their
entirety by the referenced statutes and regulations. In addition, some statutes
and regulations which apply to and regulate the operation of the banking
industry might exist which are not referenced below. Changes in applicable
statutes and regulations may have a material effect on the business of the
Company and its subsidiaries.
GBC Bancorp
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Upon the reorganization of the Bank as a wholly-owned subsidiary, the
Company became a bank holding company within the meaning of the Bank Holding
Company ("BHC") Act and is subject to the supervision and regulation of the
Federal Reserve Bank of San Francisco. The Company functions primarily as the
sole stockholder of the Bank and establishes general policies and activities of
the operating subsidiaries.
The Company is subject to the periodic reporting requirements of the
Securities Exchange Act of 1934, as amended, which include, but are not limited
to, the filing of annual, quarterly and other reports with the Securities and
Exchange Commission.
In November of 1999, the Gramm-Leach-Bliley Financial Modernization Act
(the "Act") was signed into law and became effective on March 11, 2000.
Effective April 10, 2000, the Company is a Financial Holding Company under the
provisions of this law. The Act repeals the prohibitions among banks, securities
firms and insurance companies by rescinding provisions of the Glass-Steagall Act
and the Bank Holding Company Act. Activities permitted by the Act are those that
are financial in nature or incidental to financial activities. The Act
identifies the following activities as financial in nature: lending; insurance
activities, including underwriting, agency and brokerage; providing financial
investment advisory services; underwriting in, and acting as a broker or dealer
in securities; merchant banking; and insurance company portfolio investment. It
is not yet known in which, if any, of these financial activities the Company
will engage.
The Company, as a bank holding company, is subject to regulation under the
BHC Act, and is registered with and subject to the supervision and regulation of
the Board of Governors of the Federal Reserve System (the "Board"). The Company
is required to
7
obtain the prior approval of the Board before it may acquire all or
substantially all of the assets of any bank, or ownership or control of voting
shares of any bank if, after giving effect to such acquisition, the Company
would own or control, directly or indirectly, more than 5% of such bank. The BHC
Act prohibits the Company from acquiring any voting shares of, interest in, or
all, or substantially all, of the assets of a bank located outside the state of
California unless the laws of such state specifically authorize such
acquisition.
Under the BHC Act, the Company may not engage in any business other than
managing or controlling banks or furnishing services to its subsidiaries. As
discussed above, the Gramm-Leach-Bliley Act has modified this, as will be
determined by subsequent implementing regulations. The Company is also
prohibited, with certain exceptions, from acquiring direct or indirect ownership
or control of more than 5% of the voting shares of any company unless the
company is engaged in such activities. The Board's approval must be obtained
before the shares of any such company can be acquired and, in certain cases,
before any approved company can open new offices. In making such
determinations, the Board considers whether the performance of such activities
by the Company would offer advantages to the public, such as greater
convenience, increased competition, or gains in efficiency, which outweigh
possible adverse effects, such as undue concentration of resources, decreased or
unfair competition, conflicts of interest, or unsound banking practices.
Further, the Board is empowered to differentiate between activities commenced de
novo and activities commenced by acquisition, in whole or in part, of a going
concern.
Although the entire scope of permitted activities is uncertain and cannot
be predicted, the major non-banking activities that have been permitted to bank
holding companies with certain limitations are: making, acquiring or servicing
loans that would be made by a mortgage, finance, credit card or factoring
company; operating an industrial loan company; leasing real and personal
property; acting as an insurance agent, broker, or principal with respect to
insurance that is directly related to the extension of credit by the bank
holding company or any of its subsidiaries and limited to repayment of the
credit in the event of death, disability or involuntary unemployment; issuing
and selling money orders, savings bonds and traveler's checks; performing
certain trust company services; performing appraisals of real estate and
personal property; providing investment and financial advice; providing data
processing services; providing courier services; providing management consulting
advice to non-affiliated depository institutions; arranging commercial real
estate equity financing; providing certain securities brokerage services;
underwriting and dealing in government obligations and money market instruments;
providing foreign exchange advisory and transactional services; acting as a
futures commission merchant; providing investment advice on financial futures
and options on futures; providing consumer financial counseling; providing tax
planning and preparation services; providing check guaranty services; engaging
in collection agency activities; and operating a credit bureau.
8
The Company's primary source of income is the receipt of dividends from the
Bank. The Bank's ability to make such payments to the Company is subject to
certain statutory and regulatory restrictions.
The Company and the Bank are prohibited from engaging in certain tie-in
arrangements in connection with any extension of credit, sale or lease of
property or furnishing of services. For example, with certain exceptions, the
Bank may not condition an extension of credit on a customer's obtaining other
services provided by it, the Company or any other subsidiary or on a promise by
the customer not to obtain other services from a competitor.
As a bank holding company, the Company is required to file reports with the
Board and to provide such additional information as the Board may require. The
Board also has the authority to examine the Company and each of its subsidiaries
with the cost thereof to be borne by the Company.
In addition, bank subsidiaries of bank holding companies are subject to
certain restrictions imposed by federal law in dealing with their holding
companies and other affiliates. Subject to certain exceptions set forth in the
Federal Reserve Act, a bank can make a loan or extend credit to an affiliate,
purchase or invest in the securities of an affiliate, purchase assets from an
affiliate, accept securities of an affiliate as collateral security for a loan
or extension of credit to any person or company or issue a guarantee, acceptance
or letter of credit on behalf of an affiliate only if the aggregate amount of
the above transactions of such subsidiary does not exceed 10 percent of such
subsidiary's capital stock and surplus on a per affiliate basis, or 20 percent
of such subsidiary's capital stock and surplus on an aggregate affiliate basis.
Such transactions must be on terms and conditions that are consistent with safe
and sound banking practices. A bank and its subsidiaries generally may not
purchase a low-quality asset, as that term is defined in the Federal Reserve
Act, from an affiliate. Such restrictions also prevent a holding company and
its other affiliates from borrowing from a banking subsidiary of the holding
company unless the loans are secured by collateral.
The BHC Act also prohibits a bank holding company or any of its
subsidiaries from acquiring voting shares or substantially all the assets of any
bank located in a state other than the state in which the operations of the bank
holding company's banking subsidiaries are principally conducted unless such
acquisition is expressly authorized by statutes of the state in which the bank
to be acquired is located. Legislation adopted in California permits out-of-
state bank holding companies to acquire California banks. See "Effect of
Governmental Policies and Recent Legislation" later in this section.
The BHC Act and regulations of the Board also impose certain constraints on
the redemption or purchase by a bank holding company of its own shares of stock.
The Company's stock repurchase programs are discussed in the ensuing three
paragraphs.
9
On September 17, 1998, the Board of Directors authorized a stock repurchase
program of up to 1.4 million shares of its common stock at prevailing market
prices from time to time, provided: (i) such repurchases are made pursuant to
Rule 10b-18 issued by the Securities and Exchange Commission under the
Securities Exchange Act of 1934 and (ii) at the time of any such repurchase, the
Company qualifies for the exception for well-capitalized bank holding companies
in Regulation Y of the Federal Reserve Board and meets the test for distribution
under the California General Corporation Law. During the second quarter of 1999,
the program was completed at a total cost of $27.6 million for the 1.4 million
shares.
In the second quarter of 1999, the Board of Directors authorized a Dutch
Auction self-tender offer for up to 2 million shares of the Company's common
stock. The Dutch Auction was completed in the third quarter of 1999 at a total
cost of $ 29.6 million for the repurchase of 1.3 million shares.
In the fourth quarter of 1999, the Board of Directors approved the purchase
of up to $10 million of the Company's common stock from time to time in open
market transactions. As of February 28, 2001, 169,100 shares have been
repurchased at a cost of $3.7 million.
In February, 2001, the Board of Directors authorized a stock repurchase
program approving the buy-back of up to 500,000 shares of GBC Bancorp stock.
This program is in addition to the program authorized by the Board in the fourth
quarter of 1999, as described above.
The Board of Governors of the Federal Reserve System has cease and desist
powers to cover parent bank holding companies and non-banking subsidiaries where
action of a parent bank holding company or its non-financial institutions
represent an unsafe or unsound practice or violation of law. The Board has the
authority to regulate debt obligations (other than commercial paper) issued by
bank holding companies by imposing interest ceilings and reserve requirements on
such debt obligations.
The ability of the Company to pay dividends to its shareholders is subject
to the restrictions set forth in the California General Corporation Law (the
"Corporation Law"). The Corporation Law provides that a corporation may make a
distribution to its shareholders if the corporation's retained earnings equals
at least the amount of the proposed distribution. The Corporation Law further
provides that, in the event that sufficient retained earnings are not available
for the proposed distribution, a corporation may nevertheless make a
distribution to its shareholders if it meets two conditions, which generally are
as follows: (i) the corporation's assets equal at least 1 1/4 times its
liabilities; and (ii) the corporation's current assets equal at least its
current liabilities or, if the average of the corporation's earnings before
taxes on income and before interest expense for the two preceding fiscal years
was less than the average of the corporation's interest expense for such fiscal
years, then the corporation's current assets equal at least 1 1/4 times its
current liabilities.
10
General Bank (the "Bank")
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Banks are extensively regulated under both federal and state law. The
Bank, a California state-chartered bank, is subject to primary supervision,
periodic examination and regulation by the California Department of Financial
Institutions ("DFI") and the Federal Deposit Insurance Corporation (the "FDIC").
The Bank is insured by the FDIC up to a maximum of $100,000 per depositor.
For this protection, the Bank, as is the case with all insured banks, is subject
to the rules and regulations of the FDIC. The Bank, while not a member of the
Federal Reserve System, is subject to certain regulations of the Board.
Various requirements and restrictions under the laws of the state of
California and the United States affect the operations of the Bank. State and
federal statutes and regulations relate to many aspects of the Bank's
operations, including reserves against deposits, interest rates payable on
deposits, loans, investments, mergers and acquisitions, borrowings, dividends
and locations of branch offices. Further, the Bank is required to maintain
certain levels of capital.
There are statutory and regulatory limitations on the amount of dividends
which may be paid to the Company by the Bank. California law restricts the
amount available for cash dividends by state-chartered banks to the lesser of
retained earnings or the bank's net income for its last three fiscal years (less
any distributions to shareholders made during such period). In the event a bank
has no retained earnings or net income for its last three fiscal years, cash
dividends may be paid in an amount not exceeding the net income for such bank's
last preceding fiscal year only after obtaining the prior approval of the
Commissioner of the DFI.
The FDIC also has authority to prohibit the Bank from engaging in what, in
the FDIC's opinion, constitutes an unsafe or unsound practice in conducting its
business. It is possible, depending upon the financial condition of the bank in
question and other factors, that the FDIC could assert that the payment of
dividends or other payments might, under some circumstances, be such an unsafe
or unsound practice.
Banks are subject to certain restrictions imposed by federal law on any
extensions of credit to, or the issuance of a guarantee or letter of credit on
behalf of, its affiliates, the purchase of or investments in stock or other
securities thereof, the taking of such securities as collateral for loans and
the purchase of assets of such affiliates. Such restrictions prevent affiliates
from borrowing from the Bank unless the loans are secured by marketable
obligations of designated amounts. Further, such secured loans and investments
by the Bank in any other affiliate is limited to 10 percent of the Bank's
capital and surplus (as defined by federal regulations) and such secured loans
and investments are limited, in the aggregate, to 20 percent of the Bank's
capital and surplus (as defined by federal regulations). California law also
imposes certain restrictions with
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respect to transactions involving other controlling persons of the Bank.
Additional restrictions on transactions with affiliates may be imposed on the
Bank under the prompt corrective action provisions of the FDIC Improvement Act
("FDICIA").
Potential Actions
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Commercial banking organizations, such as the Bank, may be subject to potential
enforcement actions by the Board, the FDIC and the Commissioner of the DFI for
unsafe or unsound practices in conducting their business or for violations of
any law, rule, regulation or any condition imposed in writing by the agency or
any written agreement with the agency. Enforcement actions may include the
imposition of a conservator or receiver, the issuance of a cease-and-desist
order that can be judicially enforced, the termination of insurance of deposits,
the imposition of civil money penalties, the issuance of directives to increase
capital, the issuance of formal and informal agreements, the issuance of removal
and prohibition orders against institution-affiliated parties and the imposition
of restrictions and sanctions under the prompt corrective action provisions of
FDICIA.
Effect of Governmental Policies and Recent Legislation
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Banking is a business that depends on rate differentials. In general, the
difference between the interest rates paid by a bank on its deposits and its
borrowings and the interest rates received by a bank on loans extended to its
customers and securities held in a bank's portfolio comprise the major portion
of a bank's earnings. These rates are highly sensitive to many factors that are
beyond the control of a bank. Accordingly, the earnings and growth of a bank
are subject to the influence of local, domestic and foreign economic conditions,
including recession, unemployment and inflation.
The commercial banking business is not only affected by general economic
conditions but is also influenced by monetary and fiscal policies of the federal
government and the policies of regulatory agencies, particularly the Board. The
Board implements national monetary policies (with objectives such as curbing
inflation and combating recession) by its open-market operations in United
States Government securities, by adjusting the required level of reserves for
financial intermediaries subject to its reserve requirements and by varying the
discount rates applicable to borrowings by depository institutions. The actions
of the Board in these areas influence the growth of bank loans, investments and
deposits and also affect interest rates charged on loans and paid on deposits.
The nature and impact of any future changes in monetary policies cannot be
predicted.
From time to time, legislation is enacted which has the effect of
increasing the cost of doing business, limiting or expanding permissible
activities or affecting the competitive balance between banks and other
financial intermediaries. Proposals to
12
change the laws and regulations governing the operations and taxation of banks,
bank holding companies and other financial intermediaries are frequently made in
Congress, in the California legislature and before various bank regulatory and
other professional agencies. The likelihood of any major changes and the impact
such changes might have on the Company are impossible to predict. Certain of the
potentially significant changes which have been enacted and proposals which have
been made recently are discussed below.
Gramm-Leach-Bliley Financial Modernization Act of 1999
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As mentioned above on page 7, the Gramm-Leach-Bliley Financial
Modernization Act was signed into law in 1999. This Act, among other things:
. Allows bank holding companies meeting management, capital and CRA standards
to engage in a substantially broader range of non-banking activities than
was permissible prior to enactment, including insurance underwriting and
making merchant banking investments in commercial and financial companies;
. Allows insurers and other financial services companies to acquire banks;
. Removes various restrictions that applied to bank holding company ownership
of securities firms and mutual fund advisory companies; and
. Establishes the overall regulatory structure applicable to bank holding
companies that also engage in insurance and securities operations.
This Act should be considered a major piece of legislation likely to have an
impact on the Company and the competitive environment in which the Company
operates, but at this time it is impossible to predict what such impact might
be.
Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA")
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Set forth below is a brief discussion of certain portions of FDICIA and
implementing regulations that have been adopted or proposed by the Board, the
Comptroller of the Currency ("Comptroller"), the Office of Thrift Supervision
("OTS") and the FDIC (collectively, the "federal banking agencies").
Prompt Corrective Regulatory Action
- -----------------------------------
FDICIA requires each federal banking agency to take prompt corrective
action to resolve the problems of insured depository institutions that fall
below one or more prescribed minimum capital ratios. The purpose of this law is
to resolve the problems of
13
insured depository institutions at the least possible long-term cost to the
appropriate deposit insurance fund.
The law requires each federal banking agency to promulgate regulations
defining the following five categories in which an insured depository
institution will be placed, based on the level of its capital ratios: well
capitalized (significantly exceeding the required minimum capital requirements),
adequately capitalized (meeting the required capital requirements),
undercapitalized (failing to meet any one of the capital requirements),
significantly undercapitalized (significantly below any one capital requirement)
and critically undercapitalized (failing to meet all capital requirements).
The federal banking agencies have issued uniform final regulations
implementing the prompt corrective action provisions of FDICIA. Under the
regulations, an insured depository institution will be deemed to be:
. "well capitalized" if it (i) has total risk-based capital of 10 percent
or greater, Tier 1 risk-based capital of 6 percent or greater and a
leverage capital ratio of 5 percent or greater and (ii) is not subject
to an order, written agreement, capital directive or prompt corrective
action directive to meet and maintain a specific capital level for any
capital measure.
. "adequately capitalized" if it has total risk-based capital of 8 percent
or greater, Tier 1 risk-based capital of 4 percent or greater and a
leverage capital ratio of 4 percent or greater (or a leverage capital
ratio of 3 percent or greater if the institution is rated composite 1
under the applicable regulatory rating system in its most recent report
examination);
. "undercapitalized" if it has total risk-based capital that is less than
8 percent, Tier 1 risk-based capital that is less than 4 percent or a
leverage capital ratio that is less than 4 percent (or a leverage
capital ratio that is less than 3 percent if the institution is rated
composite 1 under the applicable regulatory rating system in its most
recent report of examination);
. "significantly undercapitalized" if it has total risk-based capital that
is less than 6 percent, Tier 1 risk-based capital that is less than 3
percent or a leverage capital ratio that is less than 3 percent; and
. "critically undercapitalized" if it has a ratio of tangible equity to
total assets that is equal to or less than 2 percent.
An institution that, based upon its capital levels, is classified as well
capitalized, adequately capitalized or undercapitalized, may be reclassified to
the next lower capital category if the appropriate federal banking agency, after
notice and opportunity for hearing, (i) determines that the institution is in an
unsafe or unsound condition or (ii)
14
deems the institution to be engaging in an unsafe or unsound practice and not to
have corrected the deficiency. At each successive lower capital category, an
insured depository institution is subject to more restrictions and federal
banking agencies are given less flexibility in deciding how to address the
problems associated with such category.
The law prohibits insured depository institutions from paying management
fees to any controlling persons or, with certain limited exceptions, making
capital distributions if after such transaction the institution would be
undercapitalized. If an insured depository institution is undercapitalized, it
will be closely monitored by the appropriate federal banking agency, subject to
asset growth restrictions, and required to obtain prior regulatory approval for
acquisitions, branching and engaging in new lines of business. Any
undercapitalized depository institution must submit an acceptable capital
restoration plan to the appropriate federal banking agency 45 days after
becoming undercapitalized. The appropriate federal banking agency cannot accept
a capital plan unless, among other things, it determines that the plan (i)
specifies the steps the institution will take to become adequately capitalized,
(ii) is based on realistic assumptions and (iii) is likely to succeed in
restoring the depository institution's capital. In addition, each company
controlling an undercapitalized depository institution must guarantee that the
institution will comply with the capital plan until the depository institution
has been adequately capitalized on an average basis during each of four
consecutive calendar quarters and must otherwise provide adequate assurances of
performance. The aggregate liability of such guarantee is limited to the lesser
of (a) an amount equal to 5 percent of the depository institution's total assets
at the time the institution became undercapitalized or (b) the amount which is
necessary to bring the institution into compliance with all capital standards
applicable to such institution as of the time the institution fails to comply
with its capital restoration plan. Finally, the appropriate federal banking
agency may impose any of the additional restrictions or sanctions that it may
impose on significantly undercapitalized institutions if it determines that such
action will further the purpose of the prompt corrective action provisions.
An insured depository institution that is significantly undercapitalized,
or is undercapitalized and fails to submit, or in a material respect to
implement, an acceptable capital restoration plan, is subject to additional
restrictions and sanctions. These include, among other things: (i) a forced
sale of voting shares to raise capital or, if grounds exist for appointment of a
receiver or conservator, a forced merger; (ii) restrictions on transactions with
affiliates; (iii) further limitations on interest rates paid on deposits; (iv)
further restrictions on growth or required shrinkage; (v) modification or
termination of specified activities; (vi) replacement of directors or senior
executive officers, subject to certain grandfather provisions for those elected
prior to enactment of FDICIA; (vii) prohibitions on the receipt of deposits from
correspondent institutions; (viii) restrictions on capital distributions by
holding companies of such institutions; (ix) required divestiture of
subsidiaries by such institution; or (x) other restrictions as determined by the
appropriate federal banking agency. Although the appropriate federal banking
agency has discretion to determine which of the foregoing restrictions or
sanctions it will seek to
15
impose, it is required to force a sale of voting shares or merger, impose
restrictions on affiliate transactions and impose restrictions on rates paid on
deposits unless it determines that such actions would not further the purpose of
the prompt corrective action provisions. In addition, without the prior written
approval of the appropriate federal banking agency, a significantly
undercapitalized institution may not pay any bonus to its senior executive
officers or provide compensation to any of them at a rate that exceeds such
officer's average rate of base compensation during the 12 calendar months
preceding the month in which the institution became undercapitalized.
Further restrictions and sanctions are required to be imposed on insured
depository institutions that are critically undercapitalized. For example, a
critically undercapitalized institution generally would be prohibited from
engaging in any material transaction other than in the ordinary course of
business without prior regulatory approval and could not, with certain
exceptions, make any payment of principal or interest on its subordinated debt
beginning 60 days after becoming critically undercapitalized. Most importantly,
however, except under limited circumstances, the appropriate federal banking
agency, not later than 90 days after an insured depository institution becomes
critically undercapitalized, is required to appoint a conservator or receiver
for the institution. The board of directors of an insured depository
institution would not be liable to the institution's shareholders or creditors
for consenting in good faith to the appointment of a receiver or conservator or
to an acquisition or merger as required by the regulator.
The FDIC has adopted risk-based minimum capital guidelines intended to
provide a measure of capital that reflects the degree of risk associated with a
banking organization's operations for both transactions reported on the balance
sheet as assets and transactions, such as letters of credit and recourse
arrangements, which are recorded as off-balance sheet items. Under these
guidelines, nominal dollar amounts of assets and credit equivalent amounts of
off-balance sheet items are multiplied by one of several risk adjustment
percentages, which range from 0 percent for assets with low credit risk, such as
certain U.S. Treasury securities, to 100 percent for assets with relatively high
credit risk, such as business loans.
In addition to the risk-based guidelines, the FDIC requires banks to
maintain a minimum amount of Tier 1 capital to total assets, referred to as the
leverage ratio. For a bank rated in the highest of the five categories used by
the FDIC to rate banks, the minimum leverage ratio of Tier 1 capital to total
assets is 3 percent. For all banks not rated in the highest category, the
minimum leverage ratio must be at least 100 to 200 basis points above the 3
percent minimum, or 4 percent to 5 percent. In addition to these uniform risk-
based capital guidelines and leverage ratios that apply across the industry, the
FDIC has the discretion to set individual minimum capital requirements for
specific institutions at rates significantly above the minimum guidelines and
ratios.
With respect to the leverage ratio requirements for bank holding companies,
in June 1998 the Board amended its Regulation Y to provide that the minimum
Tier 1
16
leverage ratio for the most highly-rated bank holding companies, as well as
those that have adopted the Board's market risk capital rule, is 3 percent, with
the minimum leverage ratio for all other bank holding companies being 4 percent.
The Board's adoption of this rule stemmed in large part from an interagency
effort among the various regulatory agencies responsible for regulating
financial institutions to streamline capital standards pursuant to Section 303
of the Riegle Community Development and Regulatory Improvement Act of 1994.
Work is currently in progress to complete a final rule for banks.
The federal banking agencies issued a rule relating to capital standards
and the risks arising from the concentration of credit and nontraditional
activities. Institutions which have significant amounts of their assets
concentrated in high risk loans or nontraditional banking activities and who
fail to adequately manage these risks, will be required to set aside capital in
excess of the regulatory minimums. The federal banking agencies have not
imposed any quantitative assessment for determining when these risks are
significant, but have identified these issues as important factors they will
review in assessing an individual bank's capital adequacy.
The federal banking agencies have issued an interagency policy statement on
the allowance for loan and lease losses which, among other things, establishes
certain benchmark ratios of loan loss allowances to classified assets. The
benchmark set forth by such policy statement is the sum of (a) assets classified
loss; (b) 50 percent of assets classified doubtful; (c) 15 percent of assets
classified substandard; and (d) estimated credit losses on other assets over the
upcoming 12 months.
Capital Adequacy Guidelines
- ---------------------------
The FDIC has issued guidelines to implement the risk-based capital
requirements. The guidelines are intended to establish a systematic analytical
framework that makes regulatory capital requirements more sensitive to
differences in risk profiles among banking organizations, takes off-balance
sheet items into account in assessing capital adequacy and minimizes
disincentives to holding liquid, low-risk assets. Under these guidelines,
assets and credit equivalent amounts of off-balance sheet items, such as letters
of credit and outstanding loan commitments, are assigned to one of several risk
categories, which range from 0 percent for risk-free assets, such as cash and
certain U.S. government securities, to 100 percent for relatively high-risk
assets, such as loans and investments in fixed assets, premises and other real
estate owned. The aggregated dollar amount of each category is then multiplied
by the risk-weight associated with that category. The resulting weighted values
from each of the risk categories are then added together to determine the total
risk-weighted assets.
A banking organization's qualifying total capital consists of two
components: Tier 1 capital (core capital) and Tier 2 capital (supplementary
capital). Tier 1 capital consists primarily of common stock, related surplus
and retained earnings, qualifying non-
17
cumulative perpetual preferred stock and minority interests in the equity
accounts of consolidated subsidiaries. Intangibles, such as goodwill, are
generally deducted from Tier 1 capital; however, purchased mortgage servicing
rights and purchased credit card relationships may be included, subjected to
certain limitations. At least 50 percent of the banking organization's total
regulatory capital must consist of Tier 1 capital.
Tier 2 capital may consist of: (i) the allowance for possible loan and
lease losses in an amount up to 1.25 percent of risk-weighted assets; (ii)
perpetual preferred stock, cumulative perpetual preferred stock and long-term
stock and related surplus; (iii) hybrid capital (instruments with
characteristics of both debt and equity), perpetual debt and mandatory
convertible debt securities; and (iv) eligible term subordinated debt and
intermediate-term preferred stock with an original maturity of five years or
more, including related surplus, in an amount up to 50 percent of Tier 1
capital. The inclusion of the foregoing elements of Tier 2 capital are subject
to certain requirements and limitations of the federal banking agencies.
The FDIC has also adopted a minimum leverage capital ratio of Tier 1
capital to average total assets of 3 percent for the highest rated banks. This
leverage capital ratio is only a minimum. Institutions experiencing or
anticipating significant growth or those with other than minimum risk profiles
are expected to maintain capital well above the minimum level. Furthermore,
higher leverage capital ratios are required to be considered well capitalized or
adequately capitalized under the prompt corrective action provisions of FDICIA.
The regulatory Capital Guidelines and the actual regulatory capitalization
of the Company and the Bank as of December 31, 2000 follow:
Minimum Well
GBC Bancorp General Bank Regulatory Capitalized
(In Thousands) Amount Ratio Amount Ratio Requirements Requirements
- ------------------------------------------------------------------------------------------------------------
Tier 1 $177,876 10.23% $190,227 11.13% 4% 6%
Total $239,088 13.75% $209,652 12.26% 8% 10%
Leverage Ratio $177,876 8.96% $190,227 9.63% 4% 5%
As of December 31, 2000, both the Company and the Bank are considered well
capitalized.
Safety and Soundness Standards
- ------------------------------
The federal banking agencies have adopted guidelines establishing standards
for safety and soundness, as required by FDICIA. The guidelines set forth
operational and managerial standards relating to internal controls, information
systems and internal audit systems, loan documentation, credit underwriting,
interest rate exposure, asset growth and
18
compensation, fees and benefits. The guidelines establish the safety and
soundness standards that the agencies will use to identify and address problems
at insured depository institutions before capital becomes impaired. If an
institution fails to comply with a safety and soundness standard, the
appropriate federal banking agency may require the institution to submit a
compliance plan. Failure to submit a compliance plan or to implement an accepted
plan may result in enforcement action.
The federal banking agencies have issued regulations prescribing uniform
guidelines for real estate lending. The regulations require insured depository
institutions to adopt written policies establishing standards, consistent with
such guidelines, for extensions of credit secured by real estate. The policies
must address loan portfolio management, underwriting standards and loan to value
limits that do not exceed the supervisory limits prescribed by the regulations.
Appraisals for "real estate - related financial transactions" must be
conducted by either state-certified or state-licensed appraisers for
transactions in excess of certain amounts. State-certified appraisers are
required for all transactions with a transaction value of $1,000,000 or more;
for all nonresidential transactions valued at $250,000 or more; and for
"complex" 1-4 family residential properties of $250,000 or more. A state-
licensed appraiser is required for all other appraisals. However, appraisals
performed in connection with "federally related transactions" must now comply
with the federal banking agencies' appraisal standards. Federally related
transactions include the sale, lease, purchase, investment in, or exchange of,
real property or interests in real property, the financing of real property, and
the use of real property or interests in real property for a loan or investment,
including mortgage backed securities.
Standards must also be prescribed for classified loans, earnings and the
ratio of market value to book value for publicly traded shares. Further, FDICIA
requires the federal banking agencies to establish standards prohibiting
compensation, fees and benefit arrangements that are excessive or could lead to
financial loss.
Premiums for Deposit Insurance
- ------------------------------
Federal law has established several mechanisms to increase funds to protect
deposits insured by the Bank Insurance Fund ("BIF") administered by the FDIC.
The FDIC is authorized to borrow up to $30 billion from the United States
Treasury; up to 90 percent of the fair market value of assets of institutions
acquired by the FDIC as receiver from the Federal Financing Bank; and from
depository institutions that are members of BIF. Any borrowings not repaid by
asset sales are to be repaid through insurance premiums assessed to member
institutions. Such premiums must be sufficient to repay any borrowed funds
within 15 years and provide insurance fund reserves of $1.25 for each $100 of
insured deposits. The FDIC also has authority to impose special assessments
against insured deposits.
19
The FDIC has implemented a final risk-based assessment system, as required
by FDICIA, under which an institution's premium assessment is based on the
probability that the deposit insurance fund will incur a loss with respect to
the institution, the likely amount of any such loss, and the revenue needs of
the deposit insurance fund. As long as BIF's reserve ratio is less than a
specified "designated reserve ratio," or 1.25 percent, the total amount raised
from BIF's members by the risk-based assessment system may not be less than the
amount that would be raised if the assessment rate for all BIF members were
0.023 percent of deposits. In September 1995, the FDIC lowered assessments from
their rates ranging from $0.23 to $0.31 per $100 of insured deposits to rates
ranging from $0.04 to $0.31, depending on the condition of the bank, as a result
of the recapitalization of BIF. In November of the same year, the FDIC voted to
reduce its premiums for well capitalized banks to zero, effective January 1,
1996. Other banks will be charged risk-based premiums up to $0.27 per $100 of
deposits. The Bank, being considered well capitalized, made no payments as FDIC
insurance premium for the year ended December 31, 2000.
The Deposit Insurance Fund Act of 1996 included provisions to strengthen
the Savings Association Insurance Fund (the "SAIF") and to repay outstanding
bonds that were issued to recapitalize the SAIF's predecessor as a result of
payments made due to the insolvency of savings and loan associations and other
federally insured savings institutions in the late 1980s and early 1990s. The
new law required savings and loan associations to bear the cost of
recapitalizing the SAIF and, after January 1, 1997, banks must contribute
towards paying off the financing bonds, including interest. In 2000, the cost
to the Bank was 2.1 cents per $100 of deposits. The new law requires the
Treasury Department to deliver to Congress comments and recommendations on
combining the charters. Additionally, the new law provides "regulatory relief"
for the banking industry by eliminating approximately 30 laws and regulations.
The costs and benefits of the new law to the Bank cannot currently be accurately
predicted.
Other Items
- -----------
FDICIA also, among other things, (i) limits the percentage of interest paid
on brokered deposits and limits the unrestricted use of such deposits to only
those institutions that are well capitalized; (ii) requires the FDIC to charge
insurance premiums based on the risk profile of each institution; (iii)
eliminates "pass through" deposit insurance for certain employee benefit
accounts unless the depository institution is well capitalized or, under certain
circumstances, adequately capitalized; (iv) prohibits insured state chartered
banks from engaging as principal in any type of activity that is not permissible
for a national bank unless the FDIC permits such activity and the bank meets all
of its regulatory capital requirements; (v) directs the appropriate federal
banking agency to determine the amount of readily marketable purchased mortgage
servicing rights that may be included in calculating such institution's
tangible, core and risk-based capital; and (vi) provides that, subject to
certain limitations, any federal savings association may acquire or be acquired
by any insured depository institution.
20
In addition, the FDIC has issued final and proposed regulations
implementing provisions of FDICIA relating to powers of insured state banks.
Final regulations issued prohibit insured state banks from making equity
investments of a type, or in an amount, that are not permissible for national
banks. In general, equity investments include equity securities, partnership
interests and equity interests in real estate.
Certain regulations prohibit insured state banks from engaging as principal
in any activity not permissible for a national bank, without FDIC approval. The
proposal also provides that subsidiaries of insured state banks may not engage
as principal in any activity that is not permissible for a subsidiary of a
national bank, without FDIC approval.
Interstate Banking and Branching
- --------------------------------
The Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994
(the "Interstate Act") mandates that, beginning one year after the date of
enactment, a bank holding company that is adequately capitalized and managed may
obtain regulatory approval to acquire an existing bank located in another state
without regard to state law. A bank holding company would not be permitted to
make such an acquisition if, upon consummation, it would control (a) more than
10 percent of the total amount of deposits of insured depository institutions in
the United States or (b) 30 percent or more of the deposits in the state in
which the bank is located. A state may limit the percentage of total deposits
that may be held in that state by any one bank or bank holding company if
application of such limitation does not discriminate against out-of-state banks.
An out-of-state bank holding company may not acquire a state bank in existence
for less than a minimum length of time that may be prescribed by state law
except that a state may not impose more than a five year existence requirement.
The Interstate Act also permits, beginning June 1, 1997, mergers of insured
banks located in different states and conversion of the branches of the acquired
bank into branches of the resulting bank. Each state was permitted to approve
such combinations earlier than June 1, 1997, and could have adopted legislation
to prohibit interstate mergers after the date in that state or in other states
by that state's banks. The same concentration limits discussed in the preceding
paragraph apply. The Interstate Act also permits a national or state bank to
establish branches in a state other than its home state if permitted by the laws
of that state, subject to the same requirement and conditions as for a merger
transaction. California has adopted legislation which "opts California into"
the Interstate Act. However, the California Legislation restricts out-of-state
banks from purchasing branches or starting a de novo branch to enter the
California banking market. Such banks may proceed only by way of purchases of
whole banks.
The Interstate Act is likely to increase competition in the Bank's market
areas especially from larger financial institutions and their holding companies.
It is difficult to assess the impact such increased competition will likely have
on the Bank's operations.
21
The Caldera, Weggeland, and Killea California Interstate Banking and
Branching Act of 1995 (the "1995 Act") opts in early for interstate branching,
allowing out-of-state banks to enter California by merging or purchasing a
California bank or industrial loan company which is at least five years old.
Also, the 1995 Act repeals the California Interstate (National) Banking Act of
1986, which regulated the acquisition of California banks by out-of-state bank
holding companies. In addition, the 1995 Act permits California State banks,
with the approval of the Department of Financial Institutions ("DFI"), to
establish agency relationships with FDIC-insured banks and savings associations.
Finally, the 1995 Act provides for regulatory relief, including (i)
authorization for the DFI to exempt banks from the requirement of obtaining
approval before establishing or relocating a branch office or place of business,
(ii) repeal of the requirement of directors' oaths (California Financial Code
Section 682), and (iii) repeal of the aggregate limit on real estate loans
(California Financial Code Section 1230).
Community Reinvestment Act and Fair Lending Developments
- --------------------------------------------------------
The Bank is subject to certain fair lending requirements and reporting
obligations involving home mortgage lending operations and Community
Reinvestment Act (the "CRA") activities. The CRA generally requires the federal
banking agencies to evaluate the record of financial institutions in meeting the
credit needs of their local community, including low and moderate income
neighborhoods. In addition to substantial penalties and corrective measures
that may be required for a violation of certain fair lending laws, the federal
banking agencies may take compliance with such laws and the CRA into account
when regulating and supervising other activities.
The federal banking agencies have issued final regulations which change the
manner in which they measure a bank's compliance with its CRA obligations. The
final regulations adopt a performance-based evaluation system which bases CRA
ratings on an institution's actual lending service and investment performance
rather than the extent to which the institution conducts needs assessments,
documents community outreach or complies with other procedural requirements. In
March 1994, the Federal Interagency Tax Force on Fair Lending issued a policy
statement on discrimination in lending. The policy statement describes the
three methods that federal agencies will use to prove discrimination: overt
evidence of discrimination, evidence of disparate treatment and evidence of
disparate impact.
Hazardous Waste Clean-Up Costs
- ------------------------------
Management is aware of recent legislation and cases relating to hazardous
waste clean-up costs and potential liability. Based on a general survey of the
loan portfolios of the Bank, management is not aware of any potential liability
for hazardous waste contamination.
22
Other Regulations and Policies
- ------------------------------
Various requirements and restrictions under the laws of the United States
and the State of California affect the operations of the Bank. Federal
regulations include requirements to maintain non-interest bearing reserves
against deposits, limitations of the nature and amount of loans which may be
made, and restrictions on payment of dividends. The Commissioner approves the
number and locations of the branch offices of a bank. California law exempts
banks from the usury laws.
Additional legislative and administrative actions affecting the banking
industry may be considered by the United States Congress, the California
legislature, and various regulatory agencies, including those referred to above.
It cannot be predicted with certainty whether such legislative or administrative
action will be enacted or the extent to which the banking industry in general or
the Company and the Bank in particular would be affected.
Employees
- ---------
As of December 31, 2000, the Bank had approximately 350 full-time
equivalent employees. None of the employees are represented by labor unions.
Benefit programs are available to eligible employees and include, group medical-
dental plans, paid sick leave, paid vacation, and a 401(k) plan.
Item 2 Properties
GBC Bancorp shares common quarters with General Bank at 800 West 6th
Street, Los Angeles, California 90017. The Bank leases approximately 41,501
square feet of rentable area which includes the ground floor and the second,
fourteenth and fifteenth floors of the building. The initial lease term will
expire in the year 2009, and the Bank has two five-year options to renew the
lease following the expiration date of the initial term. As of December 31,
2000, the monthly base rent for the facility is $45,593 and is payable to the
lessor, Capital & Counties, USA, Inc. The monthly base rent is subject to
change on specified dates during the 15-year initial lease term pursuant to the
lease agreement.
As of December 31, 2000, the Bank operated full-service branches at
seventeen leased locations (including the 800 West 6th street, Los Angeles
location which houses the downtown branch of the Bank) and one location where it
owns the building and land. In addition, the Bank has certain operating and
administrative departments located at 4128 Temple City Boulevard, Rosemead,
California, where it owns the building and land with approximately 27,600 square
feet of space. The net book value of the two owned facilities (building and
land) as of December 31, 2000, was $ 2,170,000. Expiration dates of the Bank's
leases range from March, 2001 to June, 2010. As of December 31, 2000, the Bank
has seventeen full-service branches located in California (thirteen of which are
23
in the Southern California area) and one full-service branch located in the
state of Washington.
Item 3 Legal Proceedings
In the normal course of business, the Company is subject to pending and
threatened legal actions. On March 2, 2001, the Company announced that General
Bank had received a tentative verbal ruling against it in commercial litigation
case for $2 million plus interest of approximately $0.4 million. The Company has
recorded the financial impact of this tentative ruling in the financial
statements for the year ended December 31, 2000. Management considers that after
reviewing pending actions with counsel, the outcome of such actions, excluding
the above, will not have a material adverse effect on the financial condition or
the results of operations of the Company.
Item 4 Submission of Matters to a Vote of Security Holders
During the fourth quarter of 2000, no matters were submitted to a vote of
the Company's security holders.
Executive Officers of the Registrant
- ------------------------------------
There are no family relationships between any of the executive officers of
the Company. The following information indicates the position and age of the
executive officers of the Company and the Bank, and their business experience
during the prior five years:
Age at
December
Name 31, 2000 Position/Background
---- -------- -------------------
Li-Pei Wu.......... 66 From May 1982 to December 2000, Chief
Executive Officer and from June 1984 to
present, also Chairman of the Board of
Bancorp and General Bank. President of
Bancorp and General Bank from May 1982
to March 1998.
Peter Wu........... 52 From 1979 to March 1998, Executive Vice
President and from January 1995 to
December 2000, also Chief Operating
Officer, of General Bank; from 1981 to
March 1998, Executive Vice President of
Bancorp; Secretary of Bancorp and
General Bank from 1979 to
24
January, 2001; President and Chief
Operating Officer of Bancorp and
General Bank from March 1998 to
December 2000; President and Chief
Executive Officer of Bancorp and
General Bank since January, 2001.
John Getzelman..... 58 Executive Vice President of the Company
and General Bank since January, 2001.
Prior thereto President and Chief
Executive Officer of Southern Pacific
Bank from 1998 to 2000; prior thereto,
President and Chief Executive Officer
of Community Bank from 1992 to 1998.
Peter Lowe......... 59 Executive Vice President and Chief
Financial Officer of the Company and
General Bank since 1994.
Domenic Massei..... 56 Executive Vice President of the Bank
since February 1999, Senior Vice
President of Operations Administration
of the Bank from 1989 to February 1999.
Eddie Chang........ 45 Senior Vice President and Manager of
the Real Estate Department since
January 1996. From July 1995 to January
1996 Manager of the Real Estate
Department. From July 1994 to July 1995
self-employed. From 1992 to July 1994,
Senior Vice President and Manager of
the Real Estate Department.
Gloria Chen........ 58 Senior Vice President and Relationship
Manager in the Corporate Lending
Department since May 1997; prior
thereto, Senior Vice President and
Manager of the International Department
at Preferred Bank from 1992 to 1997.
Ming Lin Chen...... 40 Senior Vice President and Manager of
International Banking Department since
July 1998. Since January 2001,
Secretary of Bancorp and General Bank.
From February 1997 to June 1998,
Manager of SBA Loan Department and
Residential Mortgage Department. Prior
thereto, Marketing Director of the Bank
since 1991.
25
Sue Lai............ 48 Senior Vice President of the Corporate
Lending Department since April 1997.
Manager of the Corporate Lending
Department since 1994. In various
capacities with the Bank since 1991.
Johnny Lee......... 38 Senior Vice President and Regional
Manager of the Northern California
Region since April 1997. In various
positions with the Bank since 1990.
Gerard Lob......... 53 Senior Vice President and Manager of
the New York loan production office
since December 1997. Manager of Trade
Finance at Standard Chartered Bank from
1991 to 1997.
Richard Voake...... 60 Senior Vice President and Credit
Administrator of the Bank since 1994.
Carl Maier......... 60 Vice President and Controller of the
Bank since 1993.
26
PART II
-------
Item 5 Market for the Registrant's Common Equity and Related Security Holder
Matters
Market Information
- ------------------
The common stock of the Company has been traded in the NASDAQ National
Market under the symbol GBCB since November 24, 1987.
The market makers for GBC Bancorp are: Hoefer & Arnett; Keefe, Bruyette &
Woods, Inc.; CIBC World Markets; Pacific Crest; and Wedbush Morgan Securities.
The high and low last sale or bid prices for each quarter of the years 2000
and 1999, as reported by the NASDAQ, are as follows:
First Second Third Fourth
2000: Quarter Quarter Quarter Quarter
- ----- ------- ------- ------- -------
High $28.25 $29.50 $38.94 $38.50
Low $18.25 $21.38 $28.63 $29.00
First Second Third Fourth
1999: Quarter Quarter Quarter Quarter
- ----- ------- ------- ------- -------
High $25.88 $20.63 $22.00 $21.25
Low $12.88 $14.94 $18.75 $17.81
Holders
- -------
As of February 28, 2001, there were 211 holders of record of the Company's
common stock according to the records of the Company's transfer agent.
27
Dividend
- --------
Cash dividends per share were declared during the most recent two years as
per the following table:
First Second Third Fourth Annual
Quarter Quarter Quarter Quarter Total
------- ------- ------- ------- -----
2000 $ 0.09 $ 0.10 $0.10 $0.10 $0.39
1999 $0.075 $0.075 $0.09 $0.09 $0.33
The Company's subsidiary, General Bank, is limited in the payment of
dividends by the Financial Code of the State of California which provides that
dividends in any one year may not exceed the lesser of the Bank's undivided
profits or the net income for the prior three years, less cash distributions to
stockholders during such period. As of December 31, 2000, approximately $51.5
million of undivided profits of the Bank is available for dividends to the
Company, subject to the subordinated debt covenant restrictions.
Item 6 Selected Financial Data
The selected financial data on page 35 of the Company's 2000 Annual Report
to Shareholders is hereby incorporated by reference.
Item 7 Management's Discussion and Analysis of Financial Condition and Results
of Operations
Management's discussion and analysis of financial condition and results of
operations on pages 12 through 34 of the Company's 2000 Annual Report to
Shareholders is hereby incorporated by reference.
Item 8 Financial Statements and Supplementary Data
The consolidated financial statements of GBC Bancorp and its subsidiaries,
together with the report thereon of Deloitte & Touche LLP, on pages 36 through
64 of the Company's 2000 Annual Report to Shareholders, are hereby incorporated
by reference.
Item 9 Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure
There were no changes in and disagreements with accountants on matters
involving accounting and financial disclosure.
28
PART III
--------
Item 10 Directors and Executive Officers of the Registrant
Directors of the Registrant
- ---------------------------
The information relating to directors of the Company under the caption
"Election of Directors" appearing on page 5 of the Company's Definitive Proxy
Statement, dated March 20, 2001, relating to the annual meeting of shareholders
to be held on April 19, 2001, is hereby incorporated by reference.
Compliance with Section 16 (a) of the Exchange Act
- --------------------------------------------------
The information relating to the delinquent filers of Section 16 (a) reports
described under the caption "Section 16 (a) Beneficial Ownership Reporting
Compliance" appearing on page 16 of the Company's Definitive Proxy Statement
dated March 20, 2001, for the annual meeting of shareholders to be held on April
19, 2001, is hereby incorporated by reference.
Item 11 Executive Compensation
The information regarding executive compensation under the caption
"Executive Compensation" appearing on pages 8 through 16 of the Company's
Definitive Proxy Statement dated March 20, 2001, for the annual meeting of
shareholders to be held on April 19, 2001, is hereby incorporated by reference.
Item 12 Security Ownership of Certain Beneficial Owners and Management
The information regarding the security ownership of certain beneficial
owners and management under the caption "Shareholdings of Certain Beneficial
Owners and Management" appearing on pages 2 through 4 of the Company's
Definitive Proxy Statement, dated March 20, 2001, for the annual meeting of
shareholders to be held on April 19, 2001, is hereby incorporated by reference.
Item 13 Certain Relationships and Related Transactions
The information regarding certain relationships and related transactions
under the caption "Certain Transactions" appearing on page 19 of the Company's
Definitive Proxy Statement dated March 20, 2001, for the annual meeting of
shareholders to be held on April 19, 2001, is hereby incorporated by reference.
29
PART IV
-------
Item 14 Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a)(1)(2) Financial Statements and Schedules
Page in Annual Report
to Shareholders
-----------------------
GBC Bancorp and subsidiaries:
Independent Auditors' Report.............................. Page 64
Consolidated Balance Sheets as of December 31, 2000 and
1999...................................................... Page 36
Consolidated Statements of Income for the Years Ended
December 31, 2000, 1999 and 1998.......................... Page 37
Consolidated Statements of Changes in Stockholders'
Equity for the Years Ended December 31, 2000, 1999 and
1998...................................................... Page 38
Consolidated Statements of Cash Flows for the Years Ended
December 31, 2000, 1999 and 1998.......................... Page 39
Notes to Consolidated Financial Statements................ Pages 40-63
All other financial statement schedules are omitted because they are not
applicable, not material or because the information is included in the financial
statements or the notes thereto.
(a)(3) Exhibit Index
(b) Reports on Form 8-K:
There were no reports on Form 8-K made during 2000.
30
SIGNATURES
----------
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, GBC Bancorp has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized:
GBC BANCORP
/s/ Peter Wu /s/ Peter Lowe
- ----------------------------- ------------------------
by: Peter Wu, by: Peter Lowe,
President & CEO Executive Vice President and Chief
Financial Officer
Date: March 21, 2001 Date: March 21, 2001
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
/s/ Bernard Chen Date: March 15, 2001
- -----------------------------
Bernard Chen, Director
/s/ Thomas C.T. Chiu Date: March 15, 2001
- -----------------------------
Thomas C. T. Chiu, Director
/s/ Chuang-I Lin Date: March 15, 2001
- -----------------------------
Chuang-I Lin, Director
/s/ Ko-Yen Lin Date: March 15, 2001
- -----------------------------
Ko-Yen Lin , Director
/s/ Ting Y. Liu Date: March 15, 2001
- -----------------------------
Ting Y. Liu, Director
/s/ John Wang Date: March 15, 2001
- -----------------------------
John Wang, Director
/s/ Kenneth C. Wang Date: March 15, 2001
- -----------------------------
Kenneth C. Wang, Director
31
Date:
- -----------------------------
Chien-Te Wu, Director
/s/ Julian Wu Date: March 15, 2001
- -----------------------------
Julian Wu, Director
/s/ Li-Pei Wu Date: March 15, 2001
- -----------------------------
Li-Pei Wu , Director
/s/ Peter Wu Date: March 15, 2001
- -----------------------------
Peter Wu, Director
/s/ Ping C. Wu Date: March 15, 2001
- -----------------------------
Ping C. Wu, Director
/s/ Walter Wu Date: March 15, 2001
- -----------------------------
Walter Wu, Director
Date:
- -----------------------------
Chin-Liang Yen, Director
32
EXHIBIT INDEX
-------------
Exhibit Page
Number Description Number
------ ----------- ------
3.1 Articles of Incorporation, as amended (incorporated herein by this
reference to Exhibit 3.1 on the Company's Form S-8 Registration
Statement, dated January 20, 2000 previously filed with the
Commission) --
3.2 Bylaws (incorporated herein by this reference to Exhibit 3.2 on the
Company's Form S-8 Registration Statement dated January 20, 2000
previously filed with the Commission) --
10.1 Lease for ground floor space at 23326 Hawthorne Boulevard, Suite
100, Torrance, California (incorporated herein by this reference to
Exhibit 10.2 on the Company's Form 8 to the Company's Annual Report
on Form 10-K for the year ended December 31, 1987) --
10.2 Lease for ground floor space at 1420 East Valley Boulevard.,
Alhambra, California (incorporated herein by this reference to
Exhibit 10.6 on the Company's Form 8 to the Company's Annual Report
on Form 10-K for the year ended December 31, 1987) --
10.3 Lease for ground floor space at 17271 Gale Ave., City of Industry,
California (incorporated herein by this reference to Exhibit 10.7
on the Company's Form 10-K for the year ended December 31, 1988) --
10.4 1988 Stock Option Plan (incorporated herein by this reference to
Exhibit 10.1 on the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1988) --
10.5 Lease for ground floor space at 4010 Barranca Parkway, Irvine,
California (incorporated herein by this reference to Exhibit 10.11
on the Company's Form 10-K for the year ended December 31, 1989) --
10.6 Lease for ground floor space at 4688 Convoy Street, San Diego,
California (incorporated herein by this reference to Exhibit 10.12
on the Company's Form 10-K for the year ended December 31, 1989) --
10.7 Lease for ground floor space at 701 S. Atlantic Boulevard, Monterey
Park, California (incorporated herein by this reference to Exhibit
10.13 on the Company's Form 10-K for the year ended December 31,
1990) --
10.8 Lease for ground floor space at 2783 S. Diamond Bar Boulevard,
Suite 8-B, Diamond Bar, California (incorporated herein by this
reference to Exhibit 10.11 on the Company's Form 10-K for the year
ended December 31, 1991) --
10.9 Non-Qualified Stock Option Agreement between the Company and Li-Pei
Wu, dated as of December 19, 1991, relating to the grant of stock
options under the Company's 1988 stock option plan (incorporated
herein by this reference to Exhibit 10.13 on the
33
Company's Form 10-K for the year ended December 31, 1991) --
10.10 Board of Directors resolutions adopted on February 6, 1992, with
respect to the GBC Bancorp Amended and Restated 1988 Stock Option
Plan, which, among other things, authorize the grant of incentive
stock options, eliminate certain limitations on the vesting and
exercisability, and increase the maximum number of shares that may
be issued thereunder (incorporated herein by this reference to
Exhibit 10.14 on the Company's Form 10-K for the year ended
December 31, 1991) --
10.11 GBC Bancorp Amended and Restated 1988 Stock Option Plan, as Exhibit
28.1 to Form S-8 Registration Statement filed with the Securities
and Exchange Commission on April 22, 1992, Registration Number:
33-47452 (incorporated herein by this reference to Exhibit 10.15 on
the Company's Form 10-K for the year ended December 31, 1992)
10.12 Lease for ground floor space at 1139 West Huntington Drive,
Arcadia, California (incorporated herein by this reference to
Exhibit 10.16 on the Company's Form 10-K for the year ended
December 31, 1993) --
10.13 Lease for ground floor space at 2263 N. Tustin Avenue, Orange,
California (incorporated herein by this reference to Exhibit 10.17
on the Company's Form 10-K for the year ended December 31, 1993) --
10.14 Lease for office building space for ground and second floors and
14th and 15th floors located at 800 West 6th Street, Los Angeles,
California (incorporated herein by this reference to Exhibit 10.19
on the Company's Form 10-K for the year ended December 31, 1993) --
10.15 Sublease for ground floor office building space at 1420 East Valley
Boulevard, Alhambra, California (incorporated herein by this
reference to Exhibit 10.21 on the Company's Form 10-K for the year
ended December 31, 1994) --
10.16 Addendum to standard office lease at 4010 Barranca Parkway, Irvine,
California (incorporated herein by this reference to Exhibit 10.22
on the Company's Form 10-K for the year ended December 31, 1994) --
10.17 Lease for ground floor office building space at 9045 Corbin Avenue,
Northridge, California (incorporated herein by this reference to
Exhibit 10.23 on the Company's Form 10-K for the year ended
December 31, 1994) --
10.18 Lease for office building space on first and second floors located
at 10001 N. De Anza Boulevard, Cupertino, California (incorporated
herein by this reference to Exhibit 10.24 on the Company's Form
10-K for the year ended December 31, 1994) --
10.19 Lease agreement for office building space on ground floor located
at 520 South El Camino Real, San Mateo, California (incorporated
herein by this reference to Exhibit 10.25 on the Company's Form
10-K for the year ended December 31, 1994) --
34
10.20 Lease agreement for office building space on ground floor located
at 47000 Warm Springs Boulevard, Fremont, California (incorporated
herein by this reference to Exhibit 10.26 on the Company's Form
10-K for the year ended December 31, 1994) --
10.21 Purchase, Assignment and Assumption Agreement 615 dated as of
December 1,1996 between Gaucho-1 Inc. and General Bank and the
related Assignment and Assumption Agreement 615 dated December 27,
1996 between the same parties (incorporated herein by this
reference to Exhibit 10.22 on the Company's Form 10-K for the year
ended December 31, 1996) --
10.22 Purchase Assignment and Assumption Agreement dated as of December
1, 1997 between RGL-2 Corporation and General Bank (incorporated
herein by this reference to Exhibit 10.23, on the Company's Form
10-K for the year ended December 31, 1997) --
10.23 Employment Agreement among the Company, the Bank and Li-Pei Wu,
dated February 19, 1998, (incorporated herein by this reference to
Exhibit 10 on the Company's Form 8-K dated February 19, 1998
previously filed with the Commission.) --
10.24 Amendment to Employment Agreement among the Company, the Bank and
Li-Pei Wu, dated March 19, 1998, (incorporated herein by this
reference to Exhibit 10.1 on the Company's Form 8-K (Amendment)
dated March 23, 1998 previously filed with the Commission.)
GBC Bancorp 1999 Employee Stock Incentive Plan (incorporated herein --
10.25 by this reference to Exhibit 99.1 to Form S-8 Registration
Statement filed with the Securities and Exchange Commission on
January 26, 2000, file number: 333-95381) --
10.26 Employment Agreement among the Company, the Bank and Peter Wu,
dated February 27, 2001 pp.36-46
11 Computation of Per Share Earnings p.47
12 Computation of Ratios p.48
13 Annual Report to Shareholders pp.49-101
21 Subsidiaries of GBC Bancorp p.102
35
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT is entered into and made effective as of January
1, 2001, by and among GBC BANCORP (hereinafter referred to as the "Company"),
GENERAL BANK (hereinafter referred to as the "Bank") and PETER WU (hereinafter
referred to as the "Executive").
R E C I T A L S
---------------
A. The Executive has special skills, abilities and knowledge of the banking
business, and is willing to be employed by the Company and the Bank in the
positions of President and Chief Executive Officer.
B. The Company and the Bank desire to retain the Executive's continued
services and to engage the Executive as President and Chief Executive Officer of
the Company and the Bank.
NOW, THEREFORE, in consideration of the above recitals and the mutual
covenants and agreements hereinafter contained, and for other good and valuable
consideration the receipt and sufficiency of which are acknowledged, the parties
hereto agree as follows:
1. Employment. The Company and the Bank each hereby employ the Executive in
----------
the position of President and Chief Executive Officer, and the Executive hereby
accepts such employment.
2. Duties. Subject to the direction and control of the respective Boards of
------
Directors of the Company and Bank, the Executive shall have general supervision
of the responsibility for the direction and control of the other officers and
personnel of the Company and the Bank and the daily business of the Company and
the Bank, including, but not limited to, loans, discounts, investments,
administrative services, billings, new business development, operations, credit
analysis, collections, bookkeeping, safe deposit, personnel and such other
matters as the Boards of Directors required him to supervise. It shall be the
Executive's particular business to develop and manage the respective businesses
of the Company and Bank, and to take such steps as he may deem to be necessary
or desirable to cause the Company and the Bank to be sound financial
institutions and to be regarded in the community. The Executive shall devote his
full energies, interest, abilities and productive time exclusively to the
business and interests of the Company and the Bank; provided, however, that the
--------
Executive shall be in no way restricted in his private investment activities so
long as they are not in competition with the business of the Company or the Bank
and are performed on his own time; provided, further, that
--------
36
the Executive shall have the right to act as an advisor to other persons and to
undertake three (3) separate directorships with three (3) persons (other than
affiliates of the Company or the Bank) provided that such advisorships and
directorships do not interfere with or adversely affect the Executive's duties
with the Company or the Bank.
3. Term. Unless sooner terminated under the provisions of this Agreement or
----
by operation of law, the term of the Executive's employment hereunder shall be
for five (5) years commencing on January 1, 2001 and ending on December 31,
2005.
4. Compensation. The Company and the Bank shall pay the Executive an
------------
aggregate annual base salary of $250,000.00 per annum, payable in equal monthly
installments. Such annual base salary shall be adjusted on January 1, 2002 and
on each anniversary thereof by a percentage increase equal to three percent (3%)
over the increase in the Consumer Price Index for all urban consumers Los
Angeles - Long Beach - Anaheim Metropolitan area (1967=100) as it existed on
the final day of the preceding calendar year when compared to the first day of
that year.
5. Profit Sharing.
--------------
(a) Promptly following receipt of the Bank's audited annual financial
statements, the bank shall pay the Executive a profit sharing award payable in a
lump sum and computed as follows: (i) one percent (1%) of any amount by which
the Bank's tax equivalent income before the Bank's incentive bonus compensation
awards exceeds ten percent (10%) of the net equity of the Bank at the beginning
of that fiscal year but does not exceed fifteen percent (15%) of such net
equity; and (ii) one and three tenths percent (1.3%) of any amount by which such
income exceeds fifteen percent (15%) of such net equity.
(b) The company shall cause each subsidiary (other than the Bank), promptly
following receipt of such subsidiary's audited annual financial statements, to
pay the Executive a profit sharing award payable in a lump sum and computed as
follows: (i) one percent (1%) of any amount by which such subsidiary's tax
equivalent income before its incentive bonus compensation awards (if any)
exceeds ten percent (10%) of the net equity of the subsidiary at the beginning
of that fiscal year but does not exceed fifteen percent (15%) of such net
equity; and (ii) one and three tenths percent (1.3%) of any amount by which such
income exceeds fifteen percent (15%) of such net equity.
(c) For each of the five (5) years under this Agreement, the aggregate
profit sharing award payable to Executive shall be subject to the maximum dollar
limitation of $350,000.
37
(d) Notwithstanding subsection (c) above, the maximum profit sharing award
dollar limitation set forth therein shall not apply to any year in which the
ratio of the Bank's core earnings to its net equity is greater than 0.40. For
purposes of this section: (i) "core earnings" shall mean the tax equivalent
income before the Bank's incentive bonus compensation awards excluding gains
and/or losses from securities, warrants and venture capital, and (ii)
unrealized securities gains and/or losses shall be included in the calculation
of the Bank's net equity/net worth.
6. Stock Option.
------------
(a) The Company shall grant the Executive an option under the GBC
Bancorp 1999 Employee Stock Incentive Plan to purchase an aggregate of 250,000
shares of the capital stock of the Company at a price and on such conditions as
more particularly set forth in that certain Stock Option Agreement dated January
18, 2001 entered into between the Executive and the Company, a copy of which
shall be attached hereto as Exhibit A.
---------
(b) All stock options previously granted to the Executive pursuant to the
GBC Bancorp Amended and Restated 1988 Stock Option Plan and the GBC Bancorp 1999
Employee Stock Inventive Plan and all contingency stock options granted by the
Company to the Executive in 1988 and 1991 shall remain in full force and effect
under the respective agreements under which they were granted.
7. Expenses. During the employment term, the Company and the Bank each
--------
shall reimburse the Executive for his reasonable out-of-pocket expenses incurred
in connection with the respective businesses of the Company and the Bank,
including, but not limited to, entertainment, travel expenses and food and
lodging while away from home, subject to such policies as the Bank may from time
to time reasonably establish and further subject to the Executive providing
appropriate vouchers, invoices, receipts or other documentation justifying such
expenses.
8. Automobile. During the employment term, the Bank shall furnish to the
----------
Executive an automobile for use in connection with his duties to the Bank
hereunder and shall pay in full all costs of the operation thereof, including
without limitation, employment of a chauffeur for Executive's benefit at the
Bank's sole cost and expense.
9. Vacation. The Executive shall be entitled to vacation leave of four
--------
(4) weeks each year in accordance with the Bank's vacation policy; provided,
--------
however, that the Executive shall schedule his vacation time in such a manner
that he will be
38
absent from work for at least a consecutive two-week period during each twelve
months of the employment term.
10. Group Medical, Life Insurance and Other Benefits. The Bank shall
------------------------------------------------
provide to the Executive, at the Bank's expense, participation in such
hospitalization and major medical insurance programs as the Bank furnishes to
its employees generally. The Executive shall be entitled to receive all other
benefits provided to officers or employees of the Bank generally, including,
without limitation, participation in any group life insurance and pension plan
which the Bank may from time to time adopt.
11. Termination of Employment.
-------------------------
(a) The Company and the Bank may terminate the Executive's employment under
this Agreement at any time if the Executive commits any material act of
dishonesty, improperly discloses confidential information of the Company or the
Bank, is guilty of carelessness or misconduct, unjustifiably neglects his duties
under this Agreement or acts in any way which has a substantial adverse effect
upon the financial condition, operations or reputation of the Company or the
Bank; provided, however, that no termination shall occur under
--------
this Section 11(a) unless the Executive first shall have received written notice
specifying the acts or omissions alleged to justify such termination and, if
such action can be corrected, it continues after the Executive shall have had
reasonable opportunity to correct it.
(b) In the event that at the end of any month the Executive then is and has
been for three (3) consecutive full calendar months then ending, or for eighty
percent (80%) or more of the normal working days during the four (4) consecutive
full calendar months then ending, unable due to mental or physical illness or
injury to perform his duties under this Agreement in his normal and regular
mannner, the Company and the Bank may terminate the Executive's employment under
this Agreement upon six (6) month's prior written notice to the Executive.
During such six (6) month period, the Company and the Bank may remove the
Executive from any or all of his positions as President and Chief Executive
Officer, but he shall continue to be an employee of the Company and the Bank and
the Bank and to be paid in accordance with this Agreement. On the expiration of
such six (6) month period, the Executive's employment under this Agreement shall
terminate. Notwithstanding such termination of employment, the Company and the
Bank shall continue to pay to the Executive sixty percent (60%) of his then
current annual salary until the disability ceases to exist and the Executive has
fully recovered therefrom as certified by a physician licensed to practice
medicine in the State of California. Such disability payment shall be provided
by insurance to be maintained at the sole cost of the Bank.
39
(c) In the event that the Executive dies, the Executive's employment by
the Company and the Bank under this Agreement shall terminate effective on the
last day of the calendar month of his death.
(d) In the event of a merger or acquisition by another of the Company or
any of its subsidiaries, including, but not limited to, the Bank, which is
effected because of an order or other directive of the Federal Deposit Insurance
Corporation, the California Department of Financial Institutions or any other
agency having authority to so order or direct, the Company and the Bank may: (i)
with the Executive's consent, assign this Agreement and all rights and
obligations hereunder to any business entity which succeeds to all or
substantially all of the business of the Bank through such merger or sale; or
(ii) in its sole discretion upon at least thirty (30) days' prior written notice
to the Executive, terminate the Executive's employment hereunder upon payment to
him of six (6) months' salary.
(e) Notwithstanding the termination of the Executive's employment under
this Agreement as provided in this Section 11, and upon the expiration of the
stated term of employment, the Executive shall be entitled, and shall have the
unconditional right, to the profit sharing award as provided in Section 5. The
amount of the profit sharing award shall be prorated to the date of termination
and shall be payable promptly after receipt the Company's audited annual
financial statements for the fiscal year in which the Executive's employment was
so terminated. Accordingly, and by way of illustration, if the Executive's
employment is terminated effective June 30, 2002, then the Executive shall be
entitled to the profit sharing award as provided in Section 5 for one half of
the year 2002, based upon the audited annual financial statements for the year
ended December 31, 2002.
(f) In the event the Executive shall cease to be President and Chief
Executive Officer of the Company and the Bank as a result of a merger or
acquisition by the Company or any of its subsidiaries of another company where
the Company or any of its subsidiaries is the surviving entity, the Company
shall pay to Executive a sum equal to six (6) months' salary, regardless of
whether the Executive shall continue to be an employee of the Company or the
Bank in any other position. In such event the Executive shall also be entitled
to the prorated portion of the profit sharing award described in subsection (e)
above.
(g) The Company and the Bank may terminate this Agreement at any time
without cause upon at least thirty (30) days prior written notice to the
Executive; provided, however that the Executive is paid a sum equal to six
--------
months' salary plus (i) any
40
profit sharing award earned but not yet paid with respect to any full fiscal
year during which Executive was employed by the Company, and (ii) a prorated
portion of the profit sharing award as described in subsection (e) above. In
addition, the Company and the Bank shall continue to provide the Executive with
all employee benefits, including health and other benefits, for a period of six
(6) months after termination of the Executive's employment under this Agreement.
12. Indemnification. The Company and the Bank shall, to the maximum extent
---------------
provided by Section 317 of California Corporations Code, indemnify the Executive
against expenses (including, but not limited to, attorneys fees and costs),
judgments, fines and settlements incurred in connection with any proceeding
arising by reason of his employment by the Company or the Bank, as the case may
be, regardless of whether or not at the time such expense is incurred he is
still in the employ of the Company or the Bank or is deceased.
13. Government Regulations. In the event that any provision of this
----------------------
Agreement is determined, by a court of competent jurisdiction and from the
judgment of which no appeal is made, to be, in whole or in part, unenforceable
or contrary to any statute, law, order, rule, regulation, directive or other
action of any federal or state regulatory agency having jurisdiction over the
Company or the Bank, then the remaining provisions nevertheless shall be given
full force and effect and any partially unenforceable provision shall be
construed so as to most nearly effect the intent of the parties hereunder.
14. Integration. With the exception of the Stock Option Agreement referred
-----------
to in Section 6(a) and the previous stock option agreements referred to in
Section 6(b), this Agreement contains the entire agreement among the parties
with respect to the subject matter hereof and supersedes all prior oral and
written agreements, understandings, commitments and practices among the parties.
This Agreement may not be amended except by a writing signed by each party.
15. Choice of Law. The formation, construction and performance of this
-------------
Agreement shall be construed in accordance with the laws of State of California.
16. Notices. Any notice by one party to the other required or permitted by
-------
this Agreement shall be in writing and either personally delivered or mailed
first class, potage prepaid, duly addressed to the Company or the Bank at its
principal duly addressed to the Company or the Bank at its principal executive
offices and the Executive at such address as is then shown in the files of the
Bank as his home address.
41
17. Successors and Assigns. The terms and provisions of this Agreement
----------------------
shall be binding upon and inure to the benefit of the Company, the bank and the
Executive and their respective heirs, successors, assigns and representatives.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
dates set forth below.
GBC BANCORP
By: /s/ Li-Pei Wu
_____________________________
Li-Pei Wu, Chairman of
the Board
2-27-2001
________________________________
Date
GENERAL BANK
BY: /s/ Li-Pei Wu
_____________________________
Li-Pei Wu, Chairman of
the Board
2-27-2001
________________________________
Date
Executive
/s/ Peter Wu
________________________________
Peter Wu
2-27-2001
________________________________
Date
42
GBC BANCORP
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS OPTION AGREEMENT is made and effective as of the 18th day of January,
2001, by and between GBC Bancorp, a California corporation (the "Company"), and
Peter Wu ("Optionee").
It is hereby agreed:
1. Grant of Option. The Company hereby grants to Optionee the option
---------------
under the GBC 1999 Employee Stock Incentive Plan (the "Plan") to purchase all or
any part of Two Hundred Fifty Thousand (250,000) shares of the Company's Common
Stock (hereinafter called the "stock") at the price of Thirty Seven Dollars
Fifty Six Cents ($37.56) per share, which price is not less than one hundred
percent (100%) of the fair market value of the stock as of this date. The option
shall have a term of ten (10) years from the date of grant and shall expire at
5:00 p.m. California time, on January 17, 2011 ("Expiration Date").
2. Exerciseability. This option shall be exercisable and shall vest in
---------------
five (5) cumulative annual installments of 50,000 shares each, the first of
which shall be exercisable on January 1, 2002 and the remainder of which shall
be exercisable commencing on January 1, 2003 and continuing thereafter on each
of the first three anniversaries thereof. If the outstanding shares of stock of
the Company are increased, decreased, change into or exchanged for a different
number or kind of shares or securities of the Company through any merger,
consolidation, acquisition, stock split, stock dividend, stock consolidation or
otherwise, then an appropriate and proportionate adjustment shall be made in the
number, price and kind of share purchasable by Optionee hereunder.
3. Exercise of Option. This option may be exercised by written notice
------------------
delivered to the Company stating the number of shares with respect to which this
option is being exercised, together with cash in the amount of the purchase
price of such shares. Not less than ten (10) shares may be purchased at any one
time unless the number purchased is the total number which may be purchased
under this option and in no event may the option be exercised with respect to
fractional shares. Upon exercise, Optionee shall make appropriate arrangements
and shall be responsible for the withholding of any federal and state taxes then
due.
4. Cessation of Employment. Except as provided in Section 2, if
-----------------------
Optionee shall cease to be employed by the Company or a subsidiary corporation
for any reason other than Optionee's death or disability, this option shall
terminate on the earlier of the Expiration Date or the date three (3) months
after the
43
date of such termination of employment. During the three-month period this
option shall be exercisable only as to those installments, if any, which had
accrued as of the date when the Optionee ceased to be employed by the Company or
the subsidiary corporation.
5. Transferability; Death or Disability of Optionee. This option shall not
------------------------------------------------
be transferable except by will or by the laws of descent and distribution;
provided, however, that Optionee may transfer the option for no consideration to
- --------
or for the benefit of the Optionee's Immediate Family (including to a trust for
the benefit of the Optionee's Immediate Family or to a partnership or limited
liability company for one or more members of the Optionee's Immediate Family),
and the transferee shall remain subject to the terms and conditions applicable
to the option prior to such transfer. The term "Immediate Family" shall mean
Optionee's spouse, parents, children, stepchildren, adoptive relationships,
sisters, brothers and grandchildren. If Optionee's employment is terminated by
reason of the death or permanent disability of Optionee, and a Change of Control
shall not have occurred within one year prior thereto, this option shall
terminate one (1) year after the date of Optionee's death or on the Expiration
Date, whichever is earlier. After Optionee's death but before such termination,
the persons to whom Optionee's rights under this option shall have passed by
will or by the applicable laws of descent and distribution or the executor or
administrator of Optionee's estate shall have the right to exercise this option
as to those shares for which installments had accrued under Section 2 hereof as
of the date on which Optionee ceased to be employed by the Company or a
subsidiary corporation. If the Optionee terminates his employment because of a
permanent disability, the Optionee may exercise this option to the extent he is
entitled to do so at the date of termination at any time within twelve (12)
months of the date of termination, or before the Expiration Date, whichever is
earlier.
6. Death Following Termination of Employment. Notwithstanding anything to
-----------------------------------------
the contrary contained in this Agreement, if Optionee shall die at any time
after the termination of his employment and prior to the Expiration Date, then
the vested portion of the option shall terminate one (1) year after the date of
Optionee's death or on the Expiration Date, whichever is earlier.
7. Employment. This Agreement shall not obligate the Company or a subsidiary
----------
corporation to employ Optionee for any period, nor shall it interfere in any way
with the right of the Company or a subsidiary corporation to reduce Optionee's
compensation.
44
8. Privileges of Stock Ownership. Optionee shall have no rights as a
-----------------------------
stockholder with respect to the Company's stock subject to this option until the
date of issuance of stock certificates to Optionee. Except as provided herein or
in the Plan, no adjustment will be made for dividends or other rights for which
the record date is prior to the date such stock certificates are issued.
9. Representation of Optionee. No shares issuable upon the exercise of
--------------------------
this option shall be issued and delivered unless and until all applicable
requirements of California and federal law and of the Securities and Exchange
Commission and the California Department of Corporations pertaining to the
issuance and sale of such shares, and all applicable listing requirements of the
securities exchanges, if any, on which shares of the Company of the same class
are then listed, shall have been complied with. Upon exercise of any portion of
this option, the person entitled to exercise the same may be required to execute
a representation letter with respect to compliance with federal and state
securities laws. In addition, if the Optionee is an "affiliate" for purposes of
the Securities Act of 1933, there may be additional restrictions on the resale
of stock, and Optionee therefore agrees to ascertain what those restrictions are
and to abide by those restrictions and other applicable federal and state
securities laws.
Furthermore, the Company may, if it deems it necessary to comply with
federal or state securities laws, issue stock transfer instructions against any
shares of stock purchased upon the exercise of this option and affix to any
certificate representing such shares the legends which the Company deems
appropriate. Optionee understands that the shares of stock purchased under this
option may be subject to holding periods and/or other restrictions on resale.
10. Notices. Any notice to the Company provided for in this Agreement
-------
shall be addressed to it in care of its Employees Stock Option Administrator at
its main office and any notice to Optionee shall be addressed to Optionee's
address on file with the Company or a subsidiary corporation, or to such other
address as either may designate to the other in writing. Any notice shall be
deemed to be duly given if and when enclosed in a properly sealed envelope and
addressed as stated above and deposited, postage prepaid, with the United States
Postal Service. In lieu of giving notice by mail as aforesaid, any written
notice under this Agreement may be given to Optionee in person, and to the
Company by personal delivery to its Employees Stock Option Administrator.
45
IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
GBC BANCORP
By /s/ Li-Pei Wu
---------------------------
By
---------------------------
/s/ Peter Wu
---------------------------
PETER WU
46
Exhibit 11
GBC BANCORP
Computation of Per Share Earnings
with Common Stock Options Outstanding
(Treasury Stock Method)
2000 1999 1998
Basic Diluted Basic Diluted Basic Diluted
Average Shares Outstanding
Common Stock 11,554,000 11,554,000 12,430,000 12,430,000 14,049,000 14,049,000
Common Stock Equivalents
Stock Options - 486,000 - 417,000 - 510,000
Assumed Repurchase of
Treasury Shares - (227,000) - (175,000) - (214,000)
Average Common Stock and Common
Stock Equivalent Shares Outstanding 11,554,000 11,813,000 12,430,000 12,672,000 14,049,000 14,345,000
Net Income $39,867,000 $39,867,000 $29,988,000 $ 29,988,000 $ 28,142,000 $28,142,000
Earnings Per Share $ 3.45 $ 3.37 $ 2.41 $ 2.37 $ 2.00 $ 1.96
47
Exhibit 12
GBC BANCORP
COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES
(Dollars in Thousands) For the Years Ended December 31,
-----------------------------------------------------
2000 1999 1998 1997 1996
-------- ------- -------- -------- --------
Income before income taxes & extraordinary item $ 64,536 $ 48,320 $ 44,906 $ 40,739 $ 28,216
Add:
Interest on deposits 68,863 50,377 53,279 46,848 40,897
Interest on borrowings 5,685 5,775 3,608 2,482 2,746
Portion of rents applicable to interest * -- -- -- -- --
Amortization of debt expense, discount and premium 131 131 131 93 18
-------- -------- -------- -------- --------
Earnings as adjusted (1) $139,215 $104,603 $101,924 $ 90,162 $ 71,877
======== ======== ======== ======== ========
Less:
Interest on deposits 68,863 50,377 53,279 46,848 40,897
-------- -------- -------- -------- --------
Adjusted earnings excluding interest on deposits (2) $ 70,352 $ 54,226 $ 48,645 $ 43,314 $ 30,980
======== ======== ======== ======== ========
Fixed charges
Interest on deposits $ 68,863 $ 50,377 $ 53,279 $ 46,848 $ 40,897
Interest on borrowings 5,685 5,775 3,608 2,482 2,746
Rents:
Total rents net of sublease rental 2,416 2,409 2,287 2,170 2,095
Portion of rents applicable to interest * -- -- -- -- --
Amortization of debt expense, discount and premium 131 131 131 93 18
Capitalized interest -- -- -- -- --
-------- -------- -------- -------- --------
Total Fixed Charges (9) $ 77,095 $ 58,692 $ 59,305 $ 51,593 $ 45,756
======== ======== ======== ======== ========
Fixed charges excluding interest on deposits (10) $ 8,232 $ 8,315 $ 6,026 $ 4,745 $ 4,859
-------- -------- -------- -------- --------
Ratio of earnings to fixed charges (1)/(9) 1.81x 1.78x 1.72x 1.75x 1.57x
-------- -------- -------- -------- --------
Ratio of earnings to fixed charges
excluding interest on deposits (2)/(10) 8.55x 6.52x 8.07x 9.13x 6.38x
-------- -------- -------- -------- --------
Amount of coverage surplus (deficiency) $ 62,120 $ 45,911 $ 42,619 $ 38,569 $ 26,121
======== ======== ======== ======== ========
* Portion of rents applicable to interest is deemed immaterial
48
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Results of Operations
Consolidated net income for GBC Bancorp and subsidiaries (the "Company") for
the year ended December 31, 2000 totaled $38,476,000. This compares to net
earnings of $29,988,000 in 1999 and $28,142,000 in 1998. Diluted earnings per
share were $3.26 for 2000 compared to $2.37 for 1999, and $1.96 for 1998.
Earnings per share reflect the two for one split of stock to shareholders of
record on April 30, 1998, and issued and distributed on May 15, 1998. The
$8,488,000, or 28.3%, increase in net income from 1999 to 2000 was primarily
due to the increase of net interest income and non-interest income and the
decrease in the provision for credit losses, partially offset by higher non-
interest expense.
Net interest income increased $14,464,000, or 19.6% in 2000 compared to
1999, due primarily to a $181.1 million increase in average earning assets and
a 25 basis point increase of the net interest spread. The net interest spread
is defined as the yield on average interest earning assets less the rate paid
on average interest bearing liabilities. The provision for credit losses
decreased $2,300,000 in 2000 compared to 1999 which is reflective of a
decrease in the total non-accrual loans and net charge-offs. As of and for the
year ended December 31, 2000, there were $14.8 million of non-accrual loans
and $1.6 million of net charge-offs, compared to $44.5 million and $3.1
million, respectively, as of and for the year ended December 31, 1999.
Consolidated net income for the year ended December 31, 1999 totaled
$29,988,000 compared to net income of $28,142,000 in 1998. The increase in net
income from 1998 to 1999 was primarily due to the growth of net interest
income and higher non-interest income, partially offset by higher non-interest
expense and a higher provision for credit losses.
Net Interest Income
Net interest income in 2000 totaled $88,442,000 compared to net interest
income of $73,978,000 in 1999. As noted above, the increase was due to a
$181.1 million, or 10.9%, increase in the balance of average interest earning
assets and a 25 basis point increase of the net interest spread. For the year
ending December 31, 2000 and 1999, the balance of average interest earning
assets was $1,840.5 million and
$1,659.4 million, respectively. For the year ending December 31, 2000 and
1999, the net interest spread was 3.98% and 3.73%, respectively.
Total interest income for the year ended December 31, 2000 was $163,121,000,
compared to $130,261,000 for the year ago period. The $32,860,000, or 25.2%,
increase was due to the growth of average interest earning assets. The
composition of this net growth of average interest earning assets included a
$71.1 million increase in loans and leases, a $44.2 million increase in the
securities portfolio, and a $65.8 million increase in federal funds sold and
securities purchased under agreements to resell. The growth was also impacted
by a 101-basis point increase of the yield on average interest earning assets
from 7.85% in 1999 to 8.86% in 2000. The yield increase in 2000 was the result
of increased yields on all categories of interest earning assets as follows:
Interest Earning Assets Yield Growth in 2000
- --------------------------------------------------------------------------------
Loans and Leases 1.44%
Securities 0.63%
Federal Funds Sold & Securities Purchased under Agreements
to Resell 1.32%
The 144-basis point increase of yield on loans and leases is due to several
factors: money market rate changes, significant interest income recoveries
recorded in 2000, and a decrease of average loans on non-accrual status. For
2000, the average prime rate of interest was 9.24% compared to 7.99% during
1999, an increase of 125 basis points. Net interest income recoveries in 2000
were $4,919,000, as compared to $73,000 in 1999. The average balance of loans
on non-accrual status was $18.7 million in 2000, as compared to $39.6 million
in 1999.
The yield on securities also increased from 6.23% in 1999 to 6.86% in 2000.
The increase was primarily due to the movement of interest rates. The 132-
basis point increase of the yield on federal funds sold and securities
purchased under agreements to resell was also attributable primarily to money
market rates.
The growth of the yield on interest earning assets was partially offset by
the change in the composition of these assets. In 2000, average loans and
leases, the highest yielding asset, represented 50.8% of total average
interest earning assets, compared to 52.1% in 1999. Federal funds sold and
securities purchased under agreements to resell, the lowest yielding earning
asset, represented 7.0% of total average interest earning assets in 2000,
compared to 3.8% in 1999.
49
Total interest expense for the year ended December 31, 2000, was $74,679,000
compared to $56,283,000 for the year ago period. The $18,396,000, or 32.7%,
increase is the result of a 76-basis point increase in the cost of funds from
4.12% during 1999 to 4.88% during 2000, and a $163.7 million increase of
average interest bearing liabilities. The rate increase is primarily due to
money market conditions as described above. For 2000 and 1999, the rates paid
on time deposits were 5.45% and 4.57%, respectively, an increase of 88-basis
points. Average time deposits as a percentage of total average interest
bearing liabilities was 63.7% and 65.6%, for the years ended December 31, 2000
and 1999, respectively. Money market deposits as a percentage of total average
interest bearing liabilities increased from 17.7% in 1999 to 22.0% in 2000. Of
the $163.7 million growth of average interest bearing liabilities, $78.5
million, was attributable to time deposits, and $94.7 million of the growth
was in money market deposits.
As a result of the 101-basis point yield increase on earning assets and the
76-basis point increase of the cost of funds, the net interest spread
increased 25-basis points from 3.73% in 1999 to 3.98% in 2000.
The net interest margin, defined as the difference between interest income
and interest expense (net interest income) divided by average interest earning
assets, increased to 4.81%, from 4.46% in 1999. For 2000 and 1999, average
stockholders equity was $155.2 million and $146.4 million, respectively, and
average non-interest bearing deposits were $190.9 million and $164.6 million,
respectively. The increase in these non-interest bearing sources of funds
caused the net interest margin to increase 35-basis points from 1999 to 2000,
as compared to the 25-basis point increase of the net interest spread.
Net interest income in 1999 totaled $73,978,000 compared to net interest
income of $68,973,000 in 1998. The increase was due to a $113.2 million, or
7.3%, increase in the balance of average interest earning assets and an 11-
basis point increase of the net interest spread. For the year ended December
31, 1999 and 1998, the balance of average interest earning assets was
$1,659.4 million and $1,546.3 million, respectively. For the year ended
December 31, 1999 and 1998, the net interest spread was 3.73% and 3.62%,
respectively.
50
The following table represents the net interest spread, net interest margin,
average balances, interest income and expense, and the average yield/rates by
asset and liability category:
2000 1999 1998
- -----------------------------------------------------------------------------------------------------------------
Average Average Average
Average Yield/ Average Yield/ Average Yield/
(In Thousands) Balance(4) Interest Rate% Balance(4) Interest Rate% Balance(4) Interest Rate%
- -----------------------------------------------------------------------------------------------------------------
Interest-Earning Assets:
Loans and Leases(1)(2) $ 934,973 $101,434 10.85% $ 863,856 $81,331 9.41% $ 715,695 $73,886 10.32%
Taxable Securities
(excludes warrants) 777,336 53,303 6.86 733,179 45,675 6.23 714,328 45,461 6.36
Federal Funds Sold and
Security Purchased
Under Agreement to
Resell 128,221 8,384 6.54 62,409 3,255 5.22 116,240 6,644 5.72
----------- --------- ------ ----------- -------- ------ ----------- -------- ------
Total Interest-Earning
Assets 1,840,530 163,121 8.86 1,659,444 130,261 7.85 1,546,263 125,991 8.15
----------- --------- ------ ----------- -------- ------ ----------- -------- ------
Non-Interest-Earning
Assets:
Cash and Due from Banks $ 39,033 $ 33,197 $ 31,334
Warrants 4,270 - -
Trading Account
Securities 777 35 -
Premises and Equipment,
Net 5,533 5,528 5,633
Other Assets(3) 45,478 35,815 37,055
----------- ----------- -----------
Total Non-Interest-
Earning Assets 95,091 74,575 74,022
----------- ----------- -----------
Less: Allowance for
Credit Losses (20,677) (19,903) (16,954)
Deferred Loan Fees (3,981) (5,068) (5,287)
----------- ----------- -----------
Total Assets $1,910,963 $1,709,048 $1,598,044
=========== =========== ===========
Interest-Bearing
Liabilities:
Deposits:
Interest-Bearing Demand $ 58,928 $ 630 1.07% $ 57,885 $ 533 0.92% $ 55,631 $ 661 1.19%
Money Market 336,434 13,331 3.96 241,703 7,125 2.95 206,650 6,240 3.02
Savings 74,324 1,827 2.46 82,356 1,809 2.20 86,776 2,236 2.58
Time Deposits 974,346 53,075 5.45 895,875 40,910 4.57 866,229 44,142 5.10
Federal Funds Purchased
and Securities Sold
Under Repurchase
Agreement 932 62 6.63 1,316 70 5.31 553 31 5.55
Other Borrowed Funds 45,833 2,273 4.96 48,123 2,355 4.89 4,877 227 4.66
Subordinated Debt 39,068 3,481 8.91 38,937 3,481 8.94 38,805 3,481 8.97
----------- --------- ------ ----------- -------- ------ ----------- -------- ------
Total Interest-Bearing
Liabilities 1,529,865 74,679 4.88 1,366,195 56,283 4.12 1,259,521 57,018 4.53
----------- --------- ------ ----------- -------- ------ ----------- -------- ------
Non-Interest-Bearing
Liabilities:
Demand Deposits $ 190,863 $ 164,620 $ 148,436
Forward Sales Equity
Securities 195 2 -
Other Liabilities 34,887 31,803 30,115
----------- ----------- -----------
Total Non-Interest
Bearing Liabilities 225,945 196,425 178,551
----------- ----------- -----------
Total Liabilities 1,755,810 1,562,620 1,438,072
Stockholders' Equity 155,153 146,428 159,972
----------- ----------- -----------
Total Liabilities and
Stockholders' Equity $1,910,963 $1,709,048 $1,598,044
=========== =========== ===========
Net Interest
Income/Spread 88,442 3.98% 73,978 3.73% $68,973 3.62%
========= ======== ========
Net Interest Margin 4.81% 4.46% 4.46%
(1) For the purposes of these computations, non-accrual loans are included in
the daily average loan amounts outstanding
(2) Loan interest includes loan fees for the years ended December 31, 2000,
1999 and 1998 of $6,213,000, $6,964,000, $5,547,000, respectively
(3) Other assets includes average other real estate owned, net, for the years
ended December 31, 2000, 1999 and 1998 of $4,417,000, $7,909,000 and
$7,002,000, respectively
(4) Average balances are computed based on the average of the daily ending
balances
51
Years Ended December 31,
- --------------------------------------------------------------------------------
2000 Compared 1999 Compared
with 1999 with 1998
Increase (Decrease) Increase (Decrease)
Due to Changes in: Due to Changes in:
(In Thousands) Volume Rate Net Volume Rate Net
- --------------------------------------------------------------------------------
Interest Earned On(1):
Loans and Leases $ 7,053 $13,050 $20,103 $14,351 $(6,907) $ 7,444
Taxable Securities(2) 2,855 4,774 7,629 1,195 (980) 215
Federal Funds Sold and
Securities Purchased
Under Agreement to
Resell 4,134 994 5,128 (2,851) (538) (3,389)
------- ------- ------- ------- ------- -------
Total Interest-Earning
Assets 14,042 18,818 32,860 12,695 (8,425) 4,270
Interest Paid On(1):
Deposits:
Interest-Bearing Demand 10 87 97 26 (155) (129)
Money Market 3,305 2,901 6,206 1,037 (151) 886
Savings (186) 204 18 (110) (316) (426)
Time 3,799 8,366 12,165 1,472 (4,705) (3,233)
Federal Funds Purchased
and Securities Sold
Under purchase Agreement (23) 15 (8) 40 (1) 39
Other Borrowed Funds (112) 30 (82) 2,116 12 2,128
------- ------- ------- ------- ------- -------
Total Interest-Bearing
Liabilities 6,793 11,603 18,396 4,581 (5,316) (735)
------- ------- ------- ------- ------- -------
Change in Net Interest
Income $ 7,249 $ 7,215 $14,464 $ 8,114 $(3,109) $ 5,005
======= ======= ======= ======= ======= =======
(1) Changes in interest income and interest expense attributable to changes in
rate/volume have been allocated to the change due to volume and the change
due to rate in relation to the absolute dollar amount of the change in
each.
(2) Interest income from municipal bonds and auction preferred stocks is not
adjusted to a fully taxable equivalent basis.
Provision for Credit Losses
The amount of the provision for credit losses is an amount required to
maintain an allowance for credit losses that is adequate to cover probable
credit losses related to specifically identified loans as well as probable
credit losses inherent in the remainder of the loan and lease portfolio.
Management evaluates the loan portfolio, the economic environment, historical
loan loss experience, collateral values and assessments of borrowers' ability
to repay.
For 2000, the provision for credit losses was $1,200,000 compared to
$3,500,000 for 1999, representing a reduction of $2,300,000. The decline of
the provision for credit losses was reflective of the decrease of non-accrual
loans and net charge-offs from 1999 to 2000. As of December 31, 2000, non-
accrual loans totaled $14.8 million, as compared to $44.5 million at December
31, 1999.
For the year ended December 31, 2000, there were net charge-offs of $1.6
million which compares to net charge-offs of $3.1 million for the year ended
December 31, 1999. Included in net charge-offs were recoveries of $2.8 million
and $3.3 million for year ended 2000 and 1999, respectively. The allowance for
credit losses was $19.4 million at December 31, 2000, as compared to $19.8
million at December 31, 1999. The allowance was 2.00% of loans and leases at
December 31, 2000 and 2.14% at December 31, 1999.
For 1999, the provision for credit losses was $3,500,000 compared to
$1,500,000 for 1998, representing an increase of $2,000,000. This increase of
the provision for credit losses was due, in part, to the increase in non-
accrual loans and net charge-offs from December 31, 1998 to December 31, 1999.
As of December 31, 1999, non-accrual loans totaled $44.5 million compared to
$20.8 million as of December 31, 1998.
For the year ended December 31, 1999, there were net charge-offs of $3.1
million which compares to net recoveries of $1.1 million for the year ended
December 31, 1998.
Non-Interest Income
Non-interest income consists primarily of service charges on deposit
accounts, fees and commissions resulting from the Bank's international
activities, fees from servicing Small Business Administration (SBA) loans,
trading account revenue, and income from other investments.
Non-interest income in 2000 totaled $21,755,000, representing an increase of
$11,211,000, or 106%, over
52
$10,544,000 of non-interest income in 1999. The increase was primarily
attributable to trading account revenue.
Service charges and commissions increased $475,000, or 6.1%, during 2000
compared to 1999. The increase is primarily attributable to commissions from
international activities.
Trading account revenue is income earned on securities classified as trading
account securities. During 2000, GBC Venture Capital, Inc. ("Venture Capital")
received equity securities which it held as trading securities from two
sources: a distribution from venture capital funds in which it invests and the
exercise of warrants acquired through the lending operations of General Bank,
its affiliate. The mark to market and disposition of these securities results
in trading account revenue. In addition, outstanding forward sales
transactions involving equities held in the trading account are marked to
market through the statements of income. For 2000, trading account revenue
totaled $13,013,000. For 1999, trading account revenue totaled $1,525,000. As
of December 31, 2000, there were no forward sale transactions outstanding. As
of December 31, 1999, Venture Capital had entered into two forward sale
transactions totaling $828,000.
Warrants whose fair value is not readily determinable are carried at their
cost in other assets. If there exists a readily determinable fair value for
the warrants, they will be categorized as securities available for sale based
on the Company's intent and marked to market through other comprehensive
income. As of December 31, 2000, a warrant with a fair value of $5.9 million
was categorized as available for sale, and this amount is included in other
comprehensive income. As of December 31, 1999, no warrants were so
categorized.
The Company has received rights to acquire stock in the form of warrants
issued by 30 companies as of December 31, 2000, as an adjunct to its high
technology banking relationships. The receipt of the warrants does not change
the terms of loans provided to the high technology borrowers. As noted above,
the Company has acquired interests in venture capital funds that invest in
technology companies. At December 31, 2000, there were $8.5 million of
unfunded commitments, and $7.5 million of investments were outstanding. In
addition to seeking an appropriate return for such investments, the Company
seeks to use the investments to increase its high technology banking business
using referrals from the funds.
Non-interest income in 1999 totaled $10,544,000, representing an increase of
$2,681,000, or 34.1%, over $7,863,000 of non-interest income in 1998. The
increase was primarily attributable to the increase of service charges and
commissions and trading account revenue.
Non-Interest Expense
Non-interest expense increased $14,159,000, or 43.3%, from $32,702,000 in
1999 to $46,861,000 in 2000 due principally to a $9,590,000 increase of losses
on the sale of securities available for sale. Excluding the losses on sale of
securities, non-interest expense was up $4,569,000, or 14.3%, from 1999.
During 2000, the Company sold available for sale securities with a net book
value of $211.4 million yielding an average 6.22%, incurring a $10,341,000 net
loss on the sales. Included in the loss for 2000 was a $6,388,000 loss on the
sale of $15 million of debt issued by Finova Capital Corp. $190 million was
reinvested in different investment securities yielding 8.33%, including $9
million of Finova debt, whose interest is current. Excluding the coupon and
accretion of the Finova debt, the yield on the new securities was 7.44%, and
the increased annual interest income is $2.2 million. During 1999, the Company
sold available for sale securities with a net book value of $135.6 million
yielding an average 6.13% realizing a net loss of $751,000.
Salaries and employee benefits increased $2,729,000, or 13.9%, from 1999.
The increase was primarily due to increases in salaries, incentive
compensation expense and deferred compensation for the Company's CEO. The
increase of salaries, totaling $2,139,000, was the result of additional
incentive compensation, annual increases and an increase of the average annual
full time employee equivalent ("FTE") during 2000 compared to 1999. For 2000,
the average FTE was 344 compared to 330 in 1999. The deferred compensation for
the CEO increased $471,000 due to the price increase of the Company stock.
The net other real estate expense decreased $1,327,000 in 2000 compared to
1999. The lower expense is primarily due to a reduced valuation provision. For
the years ended December 31, 2000 and 1999, the provision was $389,000 and
$1,900,000, respectively. Net gains on the sale of OREO were $1,841,000 in
2000, as compared to $2,604,000 in 1999, and are included as part of net other
real estate owned (income) expense.
Other non-interest expenses increased $2,968,000, or 41.4%, primarily due to
the accrual of a litigation expense. On March 2, 2001, the Bank received a
tentative verbal ruling against it in a commercial litigation case for $2
million plus interest of approximately $0.4 million. GBC Bancorp has recorded
the financial impact of this tentative ruling in the financial statements for
the year ended December 31, 2000.
53
For the year ended December 31, 2000 and 1999, the Company's efficiency ratio
(non-interest expense excluding the losses on sale of securities divided by
the sum of net interest income plus non-interest income excluding the trading
revenue) was 37.6% and 38.5%, respectively.
For 1999, non-interest expense increased $2,272,000, or 7.5%, from
$30,430,000 in 1998 to $32,702,000. Salaries and employee benefits increased
$820,000, or 4.4%, from 1998. The increase was primarily due to increases in
salaries, incentive compensation expense and deferred compensation for the
Company's CEO, all of which totaled $715,000. The increase of salaries,
totaling $445,000, was the result of annual increases and a slight increase of
the average annual full time employee equivalent ("FTE") during 1999 compared
to 1998. For 1999, the average FTE was 330 compared to 326 during 1998. The
incentive compensation and deferred compensation for the CEO combined for a
total increase of $270,000, mainly due to the growth of pre-tax earnings in
1999 compared to 1998.
During the fourth quarter of 1999, the Company sold available for sale
securities with a net book value of $135.6 million realizing a $751,000 loss
on sale. There were no losses incurred on sale transactions in 1998.
Net other real estate expense increased $221,000, or 109%, in 1999 compared
to 1998. A $1,900,000 addition to the valuation allowance in 1999 was
partially offset by a $1,860,000 increase of net gain on sale of OREO. During
the third quarter of year 1999, one of the Bank's OREO properties was sold
resulting in a $1,116,000 gain on sale.
Other non-interest expense increased $334,000, or 4.9%, from 1998 to 1999,
and included a $260,000 accelerated write-off of the intangible asset
associated with an escrow subsidiary, the assets of which were sold to a third
party.
Provision for Income Taxes
For 2000, the Company's provision for income taxes was $23,660,000, an
increase of $5,328,000, or 29.1%, from $18,332,000 recorded in 1999. The
effective tax rate in 2000 was 38.1% as compared to 37.9% in 1999. The
increased effective tax rate was due primarily to the reduced level of low
income housing ("LIH") tax credits as a percentage of pre-tax income. The LIH
tax credit was $1,775,000 in 2000 as compared to $1,980,000 in 1999.
For 1999, the Company's provision for income taxes was $18,332,000, an
increase of $1,568,000, or 9.4%, from $16,764,000 recorded in 1998. The
effective tax rate in 1999 was 37.9% as compared to 37.3% in 1998.
Financial Condition
The Company's assets totaled $1,969.1 million as of December 31, 2000,
representing an increase of $224.9 million, or 12.9%, over the $1,744.2
million total assets as of December 31, 1999. The asset growth was primarily
funded by an increase of total deposits of $183.8 million. Total stockholders'
equity increased $54.7 million.
The year 2000 asset growth was reflected in both securities and loans and
leases, which increased $172.1 million, or 25.1%, and $43.0 million, or 4.6%,
respectively.
Loans and Leases
The growth of loans and leases to $969.0 million as of December 31, 2000,
from $926.0 million as of December 31, 1999, represents a $43.0 million, or
4.6% increase. The largest growth component of the loan portfolio was
commercial loans which increased $51.1 million, or 12.8%. The commercial loan
growth was primarily due to trade financing loans which increased $38.1
million, or 12.1%, from $315.3 million as of December 31, 1999, to
$353.4 million as of December 31, 2000.
Trade financing loans are made by the Bank's Corporate Lending and
International Division which, in addition to granting loans to finance the
import and export of goods between the United States and countries in the
Pacific Rim, also provides letters of credit and other related services. The
Bank does not make loans to foreign banks, foreign governments or their
central banks, or commercial and industrial loans to entities domiciled
outside of the United States, except for the extension of overdraft privileges
to its foreign correspondent banks on a limited, case by case, basis. All loan
transactions are U.S. dollar denominated.
Commercial loans also include $60.2 million of unsecured loans and $35.9
million of Small Business Administration loans of which $23.5 million are
government sponsor-guaranteed. As of December 31, 2000, commercial loans
represented 46.4% of the total loan portfolio compared to 43.0%, as of
December 31, 1999.
Construction loans are real estate loans secured by first trust deeds. As of
December 31, 2000, construction loans totaled $166.7 million, or 17.2%, of the
total loan portfolio, representing a decrease of $28.4 million, or 14.6%. The
decline reflected the pay-off of the $30.9 million loan to Sunrise Suites in
2000. As of December 31, 1999 construction loans totaled $195.1 million and
represented 21.1% of the total loan portfolio.
54
Conventional real estate loans are loans, other than construction loans,
secured by first trust deeds or junior real estate liens. As of December 31,
2000, conventional real estate loans totaled $309.8 million, or 32.0%, of the
total loan portfolio, representing a $14.2 million, or 4.8%, increase. As of
December 31, 1999, conventional real estate loans totaled $295.6 million, or
31.9% of the loan portfolio.
The Company's lending policy limits the loan to value ratio on conventional
real estate and construction loans to a maximum of 75% of the appraised value
with loans in excess of such amount being on an exception basis.
The following table sets forth the breakdown by type of collateral for
construction and conventional real estate loans as of December 31, 2000 and
1999:
(In Thousands) 2000 1999
- ----------------------------------------------------------------------------------------------------------------------
Conventional Conventional
Construction Real Estate Construction Real Estate
Project Type Loans Percentage Loans Percentage Loans Percentage Loans Percentage
- ----------------------------------------------------------------------------------------------------------------------
Residential:
Single-Family $ 79,280 48% $ 18,584 6% $110,101 56% $ 13,141 4%
Townhouse 6,161 4 519 1 6,923 4 860 1
Condominums 59,838 36 4,371 1 32,920 17 4,403 1
Multi-Family 12,107 7 40,328 13 - - 34,714 12
Land Development - - - - - - 292 -
-------- ---- -------- ---- -------- ---- -------- ----
Total Residential $157,386 95% $ 63,802 21% $149,944 77% $ 53,410 18%
-------- ---- -------- ---- -------- ---- -------- ----
Non-Residential:
Warehouse $ - -% $ 50,584 16% $ 3,159 2% $ 54,091 18%
Retail Facilities - - 57,806 19 34,646 18 54,528 19
Industrial Use 3,864 2 32,240 10 2,657 1 28,916 10
Office 1,510 1 24,634 8 - - 27,334 9
Hotel and Motel - - 56,098 18 - - 56,504 19
Other 3,896 2 24,670 8 4,727 2 20,831 7
-------- ---- -------- ---- -------- ---- -------- ----
Total Non-Residential $ 9,270 5% $246,032 79% $ 45,189 23% $242,204 82%
-------- ---- -------- ---- -------- ---- -------- ----
Total $166,656 100% $309,834 100% $195,133 100% $295,614 100%
======== ==== ======== ==== ======== ==== ======== ====
Substantially all of the collateral securing construction and conventional
real estate loans is located in California. However, the Bank does financing
out-of-state as well. As of December 31, 2000, the Bank has a full service
branch in the state of Washington and continues to maintain a loan production
office in the city of New York.
Other loans are primarily comprised of loans secured by the Bank's time
deposits. Other loans totaled $26.0 million and $20.2 million, as of December
31, 2000 and 1999, respectively.
Leveraged leases are comprised primarily of two aircraft leveraged leases.
In December 1997, the Company purchased a leveraged lease on a Boeing 737 with
a fair value of $24.0 million and a remaining estimated economic life of
28 years. The lease term ends in March, 2016, however, the lessee has an early
buy out option in the year 2011. The Company's equity investment is $8.0
million. As of December 31, 2000, the aircraft is subject to $16.1 million of
third-party financing in the form of long-term debt that provides for no
recourse against the Company and is secured by a first lien on the aircraft.
The residual value at the end of the full-term lease is estimated to be $5.5
million, as of December 31, 2000, unchanged from prior years.
In December 1996, the Company purchased a leveraged lease on a Boeing 737
with a fair value of $24.2 million and a remaining estimated economic life of
30 years. The lease term is through the year 2012. The Company's equity
investment is $8.6 million. As of December 31, 2000, the aircraft is subject
to $14.0 million of third-party financing in the form of long-term debt that
provides for no recourse against the Company and is secured by a first lien on
the aircraft. The residual value at the end of the lease term is estimated to
be $7.6 million, as of December 31, 2000, unchanged from prior years.
The value of the leveraged leases may be affected in the future by the
profitability and growth of the airline industry.
55
This, in turn, is affected by the general economy, the cost of fuel and labor
relations. A weaker economy in 2001, plus specific industry factors such as
the above, could result in the decline in the value of the leveraged leases.
For federal income tax purposes, the Company has the benefit of tax
deductions for depreciation on the entire leased asset and for interest paid
on the long-term debt. Deferred taxes are provided to reflect the temporary
differences associated with the leveraged leases.
In addition to the two aircraft leveraged leases, the Company has two other
equipment leveraged leases included in loans and leases totaling $0.5 million,
as of December 31, 2000.
In the ordinary course of business, the Bank has granted loans to certain
directors and companies with which they are associated. In the opinion of
management, these loans were made on substantially the same terms, including
interest rates and collateral requirements, as those prevailing at the same
time for comparable transactions with other customers. Please refer to note 5
of notes to consolidated financial statements.
The following table sets forth the gross amount of loans and leases
outstanding in each category as of the dates indicated:
December 31,
- ------------------------------------------------------------------------------
(In Thousands) 2000 1999 1998 1997 1996
- ------------------------------------------------------------------------------
Commercial $449,484 $398,379 $309,198 $233,309 $183,268
Real Estate - Construction 166,656 195,133 177,737 90,560 66,572
Real Estate - Conventional 309,834 295,614 263,869 276,350 273,080
Installment 2 11 37 54 86
Other Loans 25,969 20,238 22,302 23,993 22,362
Leveraged Leases 17,078 16,582 15,802 14,563 6,986
Loans to Depository Institutions - - - - 50,000
-------- -------- -------- -------- --------
Total $969,023 $925,957 $788,945 $638,829 $602,354
======== ======== ======== ======== ========
The following table shows the maturity schedule of the Company's loans and
leases outstanding as of December 31, 2000, which is based on the remaining
scheduled repayments of principal. Non-accrual loans of $14.8 million are
included in the "within one year" category:
After
One but More
Within Within than
One Five Five
(In Thousands) Year Years Years Total
- ---------------------------------------------------------------
Commercial $343,394 $ 71,562 $ 34,528 $449,484
Real Estate - Construction 153,585 13,071 - 166,656
Real Estate - Conventional 61,926 151,452 96,456 309,834
Installment 2 - - 2
Other Loans 25,770 199 - 25,969
Leveraged Leases 169 344 16,565 17,078
-------- -------- -------- --------
Total $584,846 $236,628 $147,549 $969,023
======== ======== ======== ========
As of December 31, 2000, excluding non-accrual loans, loans and leases
scheduled to be repriced within one year, after one but within five years, and
in more than five years, are as follows:
After
One but More
Within than
Within Five Five
(In Thousands) One Year Years Years Total
- --------------------------------------------------------
Total Fixed Rate $ 43,196 $121,583 $110,643 $275,422
Total Variable Rate 678,778 - - 678,778
-------- -------- -------- --------
Total $721,974 $121,583 $110,643 $954,200
======== ======== ======== ========
56
As of December 31, 2000, there were no loans held for sale and no loans held
for sale were originated during 2000. As of December 31, 2000, the Bank
continues to service mortgages under an FNMA contract amounting to
$1.7 million.
Non-performing Assets
A certain degree of risk is inherent in the extension of credit. Management
believes that it has credit policies in place to assure minimizing the level
of loan losses and non-performing loans. The Company performs a quarterly
assessment of the credit portfolio to determine the appropriate level of the
allowance. Included in the assessment is the identification of loan
impairment. A loan is identified as impaired when it is probable that interest
and principal will not be collected according to the contractual terms of the
loan agreement. Loan impairment is measured by estimating the expected future
cash flows and discounting them at the respective effective interest rate or
by valuing the underlying collateral.
The Company has a policy of classifying loans (including impaired loans)
which are 90 days past due as to principal and/or interest as non-accrual
loans unless management determines that the fair value of the underlying
collateral is substantially in excess of the loan amount or circumstances
justify treating the loan as fully collectible. After a loan is placed on non-
accrual status, any interest previously accrued, but not yet collected, is
reversed against current income. The amortization of any deferred loan fees is
stopped. A loan is returned to accrual status only when the borrower has
demonstrated the ability to make future payments of principal and interest as
scheduled, and the borrower has demonstrated a sustained period of repayment
performance in accordance with the contractual terms. Interest received on
non-accrual loans generally is either applied against principal or reported as
recoveries on amounts previously charged-off, according to management's
judgment as to the collectibility of principal.
The following table provides information with respect to the Company's past
due loans, non-accrual loans, other real estate owned and restructured loans,
as of the dates indicated:
December 31,
- ----------------------------------------------------------------------------
(In Thousands) 2000 1999 1998 1997 1996
- ----------------------------------------------------------------------------
Loans 90 Days or More Past Due and
Still Accruing $ 2,217 $ - $ 780 $ 2,778 $ 6,779
Non-accrual Loans 14,823 44,521 20,790 9,834 11,719
------- ------- ------- ------- -------
Total Past Due Loans 17,040 44,521 21,570 12,612 18,498
Restructured Loans 4,978 7,249 10,440 20,323 23,125
------- ------- ------- ------- -------
Total Non-performing Loans 22,018 51,770 32,010 32,935 41,623
Other Real Estate Owned, Net 1,035 8,170 6,885 7,871 12,988
------- ------- ------- ------- -------
Total Non-performing Assets $23,053 $59,940 $38,895 $40,806 $54,611
======= ======= ======= ======= =======
Non-performing Assets to
Period End Loans and Leases, Net,
Plus Other Real Estate Owned, Net 2.44% 6.59% 5.05% 6.52% 9.17%
======= ======= ======= ======= =======
Non-performing Assets to Period End
Total Assets 1.17% 3.44% 2.31% 2.70% 4.04%
======= ======= ======= ======= =======
Total non-performing assets declined to $23.1 million, as of December 31,
2000, from $59.9 million as of December 31, 1999, representing a $36.8
million, or 61.5% decrease. The decline is primarily due to the pay-off of the
Sunrise Suites loan which had a balance of $30.9 million as of December 31,
1999. Other Real Estate Owned also declined by $7.1 million.
Past-due loans of 90 days or more and still accruing
Four credits comprise the balance of $2.2 million for loans 90 days past due
and still accruing. All credits are being renewed and there is no anticipated
loss of interest or principal on the credits. There were no loans 90 days or
more past due and still accruing as of December 31, 1999.
57
Non-accrual loans
The following table analyzes the $29.7 million decline of non-accrual loan
activity during the year:
(In Thousands)
- --------------------------------------------------
Balance at December 31, 1999 $ 44,521
Add: Loans Placed on Non-accrual Status 24,237
Less: Charge-offs (4,160)
Returned to Accrual Status (3,189)
Repayments (46,201)
Transferred to OREO (385)
---------
Balance at December 31, 2000 $ 14,823
=========
The net decrease of non-accruals from year-end 1999 was primarily due to the
collection of $46.2 million. This included the pay-off of Sunrise Suites, a
construction loan which had a balance of $30.9 million included in non-accrual
loans outstanding as of December 31, 1999.
The following table breaks out the Company's non-accrual loans by loan
category as of December 31, 2000 and 1999:
(In Thousands) 2000 1999
- -------------------------------------------
Commercial $14,823 $ 8,567
Real Estate - Construction - 35,694
Real Estate - Conventional - 221
Other Loans - 39
------- -------
Total $14,823 $44,521
======= =======
The effect of non-accrual loans outstanding as of year-end on interest
income for the years 2000, 1999 and 1998 is presented below:
(In Thousands) 2000 1999 1998
- ---------------------------------------------------
Contractual Interest Due $ 2,043 $4,546 $ 2,192
Interest Recognized (1,606) (972) (1,540)
------- ------ -------
Net Interest Foregone $ 437 $3,574 $ 652
======= ====== =======
Contractual interest due is based on original loan amounts. Any partial
charge-offs are not considered in the determination of contractual interest
due.
Restructured loans
The balance of restructured loans as of December 31, 2000, was $5.0 million
compared to $7.2 million as of December 31, 1999, representing a $2.2 million,
or 31.3%, decrease. The decline was primarily the result of the pay-off of
$2.3 million of five loans during the year and continuing monthly payments
pursuant to the restructured terms. A loan is categorized as restructured if
the original interest rate on such loan, the repayment terms, or both, are
modified due to a deterioration in the financial condition of the borrower.
Restructured loans may also be put on a non-accrual status in keeping with the
Bank's policy of classifying loans which are 90 days past due as to principal
and/or interest. Restructured loans which are non-accrual loans are not
included in the balance of restructured loans. As of December 31, 2000,
restructured loans consisted of six credits, down from nine, as of December
31, 1999. The weighted average yield of the restructured loans as of December
31, 2000, was 10.42%.
The following table breaks out the restructured loans by accrual status as
of the dates indicated:
December 31,
- ------------------------------------
(In Thousands) 2000 1999
- ------------------------------------
Restructured Loans
On Accrual Status $4,978 $7,249
On Non-accrual Status 158 216
------ ------
Total $5,136 $7,465
====== ======
As of December 31, 2000, there are no commitments to lend additional funds
to borrowers associated with restructured loans.
The effect of restructured loans outstanding as of year-end on interest
income for the years ended December 31, 2000, 1999 and 1998 is presented
below:
(In Thousands) 2000 1999 1998
- ------------------------------------------------
Contractual Interest Due $ 968 $ 993 $ 1,491
Interest Recognized (684) (764) (1,150)
----- ----- -------
Net Interest Foregone $ 284 $ 229 $ 341
===== ===== =======
Other real estate owned
As of December 31, 2000 other real estate owned, net of valuation allowance
of $0.9 million, totaled $1.0 million, representing a decrease of $7.2
million, or 88.6%, from the balance of $8.2 million, net of valuation
allowance of $3.0 million, as of December 31, 1999. The decline is primarily
due to the disposition of one property, an industrial facility with a carrying
value of $6.4 million as of December 31, 1999. The property was sold for a net
gain of $1,473,000. As of December 31, 2000, OREO consisted of six properties,
down from twelve properties, as of December 31, 1999.
58
The following is an analysis of the change in gross OREO (OREO before
valuation allowance):
(In Thousands)
- ----------------------------------------------
Beginning Balance, December 31, 1999 $11,185
Additions 673
Dispositions (9,932)
-------
Ending Balance, December 31, 2000 $ 1,926
=======
The net gain realized on the sales for 2000 was $1,841,000 compared to
$2,604,000 for 1999.
As of December 31, 2000, the outstanding OREO properties are all included in
the Bank's market area. They include commercial and industrial buildings, and
land. Eight properties comprise the land category of OREO. The Company intends
to enter into a partnership to develop one of the land properties. There is no
intent to develop the other properties.
The following table sets forth OREO by type of property as of the dates
indicated:
December 31,
- ------------------------------------------------
(In Thousands) 2000 1999
- ------------------------------------------------
Property Type
Single-Family Residential $ - $ 395
Land 471 1,099
Retail Facilities 803 1,141
Industrial Facilities/Building 652 8,550
Less: Valuation Allowance (891) (3,015)
------ -------
Total $1,035 $ 8,170
====== =======
Impaired loans
A loan is identified as impaired when it is probable that interest and
principal will not be collected according to the contractual terms of the loan
agreement. Loan impairment is measured by estimating the expected future cash
flows and discounting them at the respective effective interest rate or by
valuing the underlying collateral. Of the $13.4 million of net recorded
investment of impaired loans as of December 31, 2000, $3.0 million is included
in the balance of restructured loans and is performing pursuant to the terms
and conditions of the restructuring.
The following table discloses pertinent information as it relates to the
Company's impaired loans as of and for the dates indicated:
As of and for the Year
Ended December 31,
- -------------------------------------------------------------------------------
(In Thousands) 2000 1999 1998
- -------------------------------------------------------------------------------
Recorded Investment with Related Allowance $ 9,598 $42,881 $20,746
Recorded Investment with no Related Allowance 3,778 4,003 1,519
------- ------- -------
Total Recorded Investment 13,376 46,884 22,265
Allowance on Impaired Loans (2,626) (5,806) (3,250)
------- ------- -------
Net Recorded Investment in Impaired Loans $10,750 $41,078 $19,015
======= ======= =======
Average Total Recorded Investment in Impaired Loans $20,431 $46,479 $13,467
Interest Income Recognized $ 1,222 $ 538 $ 478
Of the amount of interest income recognized in 2000, 1999 and 1998, no
interest was recognized under the cash basis method.
Management cannot predict the extent to which the current economic
environment, including the real estate market, may improve or worsen, or the
full impact such environment may have on the Bank's loan portfolio.
Furthermore, as the Bank's primary regulators review the loan portfolio as
part of their routine, periodic examinations of the Bank, their assessment of
specific credits may affect the level of the Bank's non-performing loans.
Accordingly, there can be no assurance that other loans will not be placed on
non-accrual, become 90 days or more past due, have terms modified in the
future, or become OREO.
Allowance for Credit Losses
As of December 31, 2000, the balance of the allowance for credit losses was
$19.4 million, representing 2.00% of outstanding loans and leases. This
compares to an allowance for credit losses of $19.8 million as of December 31,
1999, representing 2.14% of outstanding loans and leases.
59
The provision for credit losses is an amount required to maintain an
allowance for credit losses that is adequate to cover probable credit losses
related to specifically identified loans as well as probable credit losses
inherent in the remainder of the loan and lease portfolio. Management
evaluates the loan portfolio, the economic environment, historical loan loss
experience, collateral values and assessments of borrowers' ability to repay
in determining the amount of the allowance for credit losses. The balance of
the allowance for credit losses is an accounting estimate of probable but
unconfirmed losses in the Bank's loan portfolio as of December 31, 2000 and
1999. Such an amount is based on ongoing, quarterly assessments of the
probable estimated losses inherent in the loan and lease portfolio, and to a
lesser extent, unused commitments to provide financing. The Company's
methodology for assessing the appropriateness of the allowance consists
primarily of the use of a formula allowance.
The formula allowance is calculated by applying loss factors to outstanding
loans and leases and certain unused commitments, in each case based on the
internal risk rating of such loans, pools of loans, leases or commitments.
Changes in risk rating of both performing and nonperforming loans affect the
amount of the formula allowance. Loss factors are based on the Company's
historical loss experience and may be adjusted for significant factors that,
in management's judgement, affect the collectibility of the portfolio as of
the evaluation date. Loss factors are described as follows:
- Problem graded loan loss factors represent percentages which have proven
accurate over time. Such factors are checked against and supported by
migration analysis which tracks loss experience over a five-year period.
- Pass graded loan loss factors are based on the approximate average annual
net charge-off rate over an eight-year period.
- Pooled loan loss factors (not individually graded loans) are based on
probable net charge-offs. Pooled loans are loans and leases that are
homogeneous in nature, such as residential mortgage loans and small
business loans.
The ratio of the allowance for credit losses to non-performing and
restructured loans increased to 88.2% as of December 31, 2000 from 38.3% as of
December 31, 1999. As a percentage of non-accrual loans, the allowance
increased to 131.1% as of December 31, 2000 compared to 44.5% as of December
31, 1999.
A detailed analysis of the Company's allowance for credit losses, the
recoveries on loans previously charged off, and the amount of loans and leases
charged off is summarized in the following table:
(In Thousands) 2000 1999 1998 1997 1996
- -------------------------------------------------------------------------------
Balance at Beginning of Year $19,808 $19,381 $16,776 $16,209 $16,674
Charge-Offs:
Commercial 4,192 6,330 1,949 3,848 1,492
Real Estate 198 7 338 803 5,810
Installment & Other - - - 47 148
-------- -------- -------- -------- --------
Total Charge-Offs 4,390 6,337 2,287 4,698 7,450
-------- -------- -------- -------- --------
Recoveries:
Commercial 1,680 417 901 491 315
Real Estate 1,128 2,847 2,491 3,723 2,139
Installment & Other - - - 51 31
-------- -------- -------- -------- --------
Total Recoveries 2,808 3,264 3,392 4,265 2,485
-------- -------- -------- -------- --------
Net Charge-Offs (Recoveries) 1,582 3,073 (1,105) 433 4,965
Provision Charged to Operating
Expense 1,200 3,500 1,500 1,000 4,500
-------- -------- -------- -------- --------
Balance at End of Year $19,426 $19,808 $19,381 $16,776 $16,209
======== ======== ======== ======== ========
Ratio of Net Charge-Offs to Aver-
age Loans and Leases Outstanding 0.17% 0.36% N/A 0.07% 0.96%
======== ======== ======== ======== ========
Allowance for Credit Losses to
Year-end Loans and Leases 2.00% 2.14% 2.46% 2.63% 2.69%
======== ======== ======== ======== ========
Allowance for Credit Losses to
Non-accrual Loans 131.05% 44.49% 93.22% 170.59% 138.31%
======== ======== ======== ======== ========
Allowance for Credit Losses to
Non-performing and Restructured
Loans 88.23% 38.26% 60.55% 50.94% 38.94%
======== ======== ======== ======== ========
Provision for Credit Losses Di-
vided by Net Charge-offs 75.85% 113.90% N/A 230.95% 90.63%
======== ======== ======== ======== ========
Allowance for Credit Losses to
Past Due Loans 114.00% 44.49% 89.85% 133.02% 87.63%
======== ======== ======== ======== ========
60
For the year 2000, there were net charge-offs of $1.6 million compared to
net charge-offs of $3.1 million in 1999. Charge-offs declined from $6.3
million in 1999 to $4.4 million in 2000. Recoveries declined from $3.3 million
in 1999 to $2.8 million in 2000.
Although the Company does not normally allocate the allowance for credit
losses to specific loan categories, an allocation to the major categories has
been made for purposes of this report as set forth in the table below. These
allocations are estimates based on historical loss experience and management's
judgment. The allocation of the allowance for credit losses is not necessarily
an indication that the charge-offs will occur, or if they do occur, that they
will be in the proportion indicated in the following table:
December 31,
- --------------------------------------------------------------------------------------------------------------
2000 1999 1998 1997 1996
(Dollars In Thousands) (1) (2) (1) (2) (1) (2) (1) (2) (1) (2)
- --------------------------------------------------------------------------------------------------------------
Commercial $11,500 46.4% $ 8,626 43.0% $ 9,834 39.2% $ 6,538 36.5% $ 4,664 30.4%
Real Estate -
Construction 3,265 17.2 6,636 21.1 4,307 22.5 1,852 14.2 2,796 11.1
Real Estate -
Conventional 4,147 31.9 4,078 31.9 4,669 33.5 7,478 43.2 8,337 45.3
Installment - - - - 1 - 1 - 1 -
Other Loans 310 2.7 257 2.2 337 2.8 372 3.8 313 3.7
Leveraged Leases 204 1.8 211 1.8 233 2.0 535 2.3 98 1.2
Loan to Depository
Institutions - - - - - - - - - 8.3
------- ----- ------- ----- ------- ----- ------- ----- ------- -----
Total $19,426 100.0% $19,808 100.0% $19,381 100.0% $16,776 100.0% $16,209 100.0%
======= ===== ======= ===== ======= ===== ======= ===== ======= =====
(1) Amount represents the allocated portion of the allowance for credit losses
to the credit categories for each respective year
(2) Percentage indicated represents the proportion of each loan category to
total loans for each respective year
Included in the loan portfolio are $449.5 million of commercial loans.
Borrowers include companies in the high technology and garment industries. In
the past year, high technology companies have been subject to volatile capital
markets and their ability to raise money to fund operations has been affected.
This could affect their ability to repay loans from the Company. The garment
industry has been affected by increasing competition and more recently, a
decline in retail sales, which could also affect the ability of borrows from
the industry to repay. All borrowers are affected by the strength of the
economy. A weaker economy in 2001, plus specific industry factors such as the
above, could result in an increase of problem credits and an increase in the
provision for credit losses.
Securities
The Company classifies its securities as held to maturity, trading or
available for sale. Securities classified as held to maturity are those that
the Company has the positive intent and ability to hold until maturity. These
securities are carried at amortized cost.
Common shares of companies held principally for the purpose of selling them
in the near term are classified as trading and are reported at fair value,
with unrealized gains and losses included in earnings. Warrants that have a
readily determinable fair value are categorized as available for sale
securities and marked to market through other comprehensive income.
Securities that could be sold in response to changes in interest rates,
increased loan demand, liquidity needs, capital requirements or other similar
factors, are classified as securities available for sale. These securities are
carried at fair value, with net unrealized gains or losses reflected net of
tax in other comprehensive income.
As of December 31, 2000, the Company recorded net unrealized holding gains
of $17,081,000 on its available for sale portfolio. These gains include a net
unrealized holding gain of $5,898,000 associated with warrants in one company
classified as available for sale. Included as a component of other
comprehensive income is $9,900,000, representing the net unrealized holding
gains, net of tax. As of December 31, 1999, the Company had recorded net
unrealized holding losses of $14,283,000 on its available for sale portfolio
and included $8,278,000 in other comprehensive loss representing the net
unrealized holding losses, net of tax.
The following table discloses proceeds received and gross gains / losses
recognized from the sale of securities for the years as indicated:
Security
Classification 2000 1999
-------------------------------------------------------------------
(In Thousands) Proceeds Gain (Loss) Proceeds Gain (Loss)
-------------------------------------------------------------------
Available for Sale $201,021 $ 55 $(10,396) $134,826 $ - $(751)
Held for Trading 11,151 9,577 - 369 366 -
-------- ------ --------- -------- ---- ------
Total $212,172 $9,632 $(10,396) $135,195 $366 $(751)
======== ====== ========= ======== ==== ======
61
Included in the sale of securities in 2000 was the sale of $15 million of
debt issued by Finova Capital Corp. at a loss of $6,388,000, of which $9
million of the proceeds were reinvested in other Finova securities. When the
investment in the $15 million of corporate debt was made by the Bank, the debt
was "A" rated and in conformity with the investment policy of the Bank. When
the debt was downgraded, management reviewed outside analyses and decided to
continue to hold the securities and monitor the financial performance of
Finova. It was concluded that the price of the securities did not reflect the
underlying value. In the 4th quarter, 2000, it was decided to sell the
securities to recognize both the book and tax loss in the year 2000. The
decision to reinvest the proceeds is consistent with the decision to maintain
the position in the debt of Finova Capital Group, with the added benefit of
the acceleration of the receipt of the tax losses and the possible benefit of
future appreciation of the value of the securities. The Bank's investment
policy is unchanged. The securities repurchased were not identical to those
sold.
The following table summarizes the carrying value of the Company's
securities held to maturity, securities available for sale and trading
securities for each of the past three years:
December 31,
--------------------------------------------------------------------
(In Thousands) 2000 1999 1998
--------------------------------------------------------------------
Securities Held to Maturity
U.S. Government Agencies $ 1,025 $ 1,294 $ 24,594
Collateralized Mortgage Obligations - 6 22
-------- -------- --------
Total $ 1,025 $ 1,300 $ 24,616
======== ======== ========
Securities Available for Sale
U.S. Treasuries $ - $ - $ 1,862
U.S. Government Agencies 21,380 21,374 59,775
Mortgage Backed Securities 94,262 170,771 73,207
Commercial Mortgage Backed Securities 72,402 30,278 -
Corporate Notes 85,875 58,571 34,924
Collateralized Mortgage Obligations 266,701 158,911 246,647
Asset Backed Securities 305,551 237,002 259,608
Commercial Paper - - 39,860
Other Securities 9,212 6,110 8,289
-------- -------- --------
Total $855,383 $683,017 $724,172
======== ======== ========
Trading Account Securities
Equity Issues $ 4,637 $ 1,114 $ -
-------- -------- --------
Total $ 4,637 $ 1,114 $ -
======== ======== ========
As of December 31, 2000, the fair value of the unsecured corporate notes are
as follows:
(In Millions)
--------------------------
Lehman Brothers $15.1
Aristar Inc. 10.2
Bear Stearns 9.7
Household Financial 9.8
American General 4.9
CIT Group 10.1
Heller Financial 5.0
Countrywide Credit 2.0
Ford Motor Credit 10.2
Finova Capital Corp 8.9
-----
Total $85.9
=====
62
The following table shows the contractual maturities of securities as of
December 31, 2000, and the weighted average yields. The actual maturities of
certain securities are expected to be shorter than the contractual maturities.
Trading account securities are excluded as the issues in portfolio are shares
of common stock. They are non-interest bearing with no stated maturity.
After One but After Five
Within One within Five but within After Ten
Year Years Ten Years Years Total
(Dollars in Millions) Amount Yield Amount Yield Amount Yield Amount Yield Amount Yield
- ------------------------------------------------------------------------------------------------
Securities Held to
Maturity
U.S. Government
Agencies $ - -% $ 1.03 6.55% $ - -% $ - -% $ 1.03 6.55%
----- ------ ------- ------ ------ ----- ------- ------ ------- -------
Total $ - -% $ 1.03 6.55% $ - -% $ - -% $ 1.03 6.55%
===== ====== ======= ====== ====== ===== ======= ====== ======= =======
Securities Available
for Sale
U.S. Government
Agencies $ - -% $ 20.30 6.44% $ - -% $ 1.08 7.49% $ 21.38 6.49%
Mortgage Backed
Securities - - - - 14.29 6.79 79.97 6.79 94.26 6.79
Commercial Mortgage
Backed Securities - - - - 38.91 7.07 33.49 7.31 72.40 7.18
Corporate Notes - - 85.88 10.08 - - - - 85.88 1 0.08
Collateralized
Mortgage Obligations - - - - - - 266.70 7.21 266.70 7.21
Asset Backed
Securities - - - - - - 305.55 6.95 305.55 6.95
Other Securities 9.21 8.22 - - - - - - 9.21 8.22
----- ------ ------- ------ ------ ----- ------- ------ ------- -------
Total $9.21 8.22% $106.18 9.38% $53.20 7.00% $686.79 7.05% $855.38 7.34%
===== ====== ======= ====== ====== ===== ======= ====== ======= =======
The following table summarizes the aggregate book value and fair value of
securities of any one issuer which exceeds ten percent of stockholders' equity
as of December 31, 2000. The table excludes securities issued by the U.S.
Government.
(In Thousands)
-----------------------------------------------
Book Fair
Issuer Value Value
-----------------------------------------------
American Business Financial
Services $ 20,088 $ 20,006
Bank of America 20,036 20,395
Chase Mortgage 23,238 23,757
Citicorp Mortgage Securities 26,786 26,649
Conti Mortgage Corp. 23,148 23,323
Countrywide Corporation 26,191 26,500
Equicredit Corp. 19,844 20,181
First Horizon Mortgage 19,151 19,442
Industry Mortgage Co. 22,072 22,157
Norwest Capital 24,677 24,932
PNC Mortgage Securities 24,887 25,545
Provident Bank 24,543 24,423
Residential Funding Corp. 24,923 25,501
United Companies Financial 21,272 21,363
Washington Mutual 19,812 20,016
-------- --------
Total $340,668 $344,190
======== ========
63
The above includes corporate notes, asset backed securities, mortgage backed
securities and collateralized mortgage obligations. The rating of the
corporate notes included above is single-A. All other securities are rated
triple-A.
Other Investments
As of December 31, 2000, other investments totaled $15.4 million. Included
in the balance is $7.5 million of investments in various venture capital funds
that invest in technology companies. As of December 31, 2000 undisbursed
commitments to invest in these various funds totaled $8.5 million. In addition
to seeking an appropriate return from such investments, the Company seeks to
use the investments to increase its high technology banking business. Also
included in other investments is a 10% equity ownership in the beneficial
interests of an aircraft finance trust ("AFT") totaling $7.5 million as of
December 31, 2000. AFT owns a number of aircraft on lease to different lessees
in various countries. All of these partnership interests are accounted for by
the equity method. As previously mentioned, issues affecting the airline
industry could affect the value and future income of the AFT investment. As of
December 31, 2000, no impairment on these investments appears to have been
noted.
Also included in other investments are investments made by the Bank in
corporations responsible for lending activities qualifying under, among other
things, the Community Reinvestment Act, totaling $0.4 million at December 31,
2000. Such investments are accounted for by using the cost method.
Funding Sources
Deposits
The Company's deposits totaled $1,674.6 million as of December 31, 2000,
representing a $183.8 million, or 12.3%, increase over the $1,490.8 million
total deposits as of December 31, 1999. The largest deposit growth was in time
certificates of deposit of $100,000 or more which increased $113.8 million, or
16.0%. Interest bearing demand reflected growth of $65.9 million, or 20.4%.
Other time deposits totaled $182.4 million, as of December 31, 2000,
representing a $19.8 million, or 9.8% decrease from the $202.2 million as of
December 31, 1999. Time certificates of deposit of $100,000 or more includes
$100 million of deposits from the state of California as of December 31, 2000
and December 31, 1999. These deposits are collateralized by collateralized
mortgage obligations at 110%, as is required for all public time deposits.
During 2000, average deposits increased to $1,634.9 million from $1,442.4
million during 1999, representing an increase of $192.5 million, or 13.3%.
The following table sets forth the average amount, the percentage to total
average deposits and the average rate paid on each of the following deposit
categories for the years ending December 31, 2000 and 1999:
2000 1999
- -------------------------------------------------------------------------------
Weighted Weighted
Average Average Average Average
(Dollars In Thousands) Amount Ratio Rate Amount Ratio Rate
- -------------------------------------------------------------------------------
Deposits
Noninterest-Bearing
Demand Deposits $ 190,863 11.67% -% $ 164,620 11.41% -%
Interest-Bearing De-
mand Deposits 395,362 24.18 3.53 299,588 20.77 2.56
Saving Deposits 74,324 4.55 2.46 82,356 5.71 2.20
Time Deposits 974,346 59.60 5.45 895,875 62.11 4.57
---------- ------- ----- ---------- ------- -----
Total $1,634,895 100.00% 4.77% $1,442,439 100.00% 3.94%
========== ======= ===== ========== ======= =====
64
The growth of deposits from the Company's customers reflects the continuing
tradition of personalized services. A substantial portion of the growth in
interest-bearing demand was from deposits of technology companies and venture
capital funds in Northern California. There are no brokered deposits
outstanding. The Company believes that the majority of its deposit customers
have strong ties to the Bank. Although the Company has a significant amount of
time certificates of deposit of $100,000 or more having maturities of one year
or less, the depositors have generally renewed their deposits in the past at
their maturity. Accordingly, the Company believes its deposit source to be
stable. The following table is indicative of the length of the relationship of
depositors of time certificates of deposit of $100,000 or more with the Bank
as of December 31, 2000 and 1999:
2000
- -----------------------------------
(Dollars in No. of
Thousands) Amount Accounts
- -----------------------------------
3 years or more $626,200 2,787
2-3 years 55,750 282
1-2 years 70,092 378
Less than 1 year 74,115 392
-------- -----
Total $826,157 3,839
======== =====
1999
- -----------------------------------
(Dollars in No. of
Thousands) Amount Accounts
- -----------------------------------
3 years or more $439,394 2,353
2-3 years 158,276 320
1-2 years 56,980 264
Less than 1 year 57,748 345
-------- -----
Total $712,398 3,282
======== =====
The maturity schedule of time certificates of deposit of $100,000 or more as
of December 31, 2000 is as follows:
(In Thousands) Amount
- -----------------------------------------
3 Months or Less $455,884
Over 3 Months Through 6 Months 143,916
Over 6 Months Through 12 Months 220,319
Over 12 Months 6,038
--------
Total $826,157
========
Other Borrowings
As of December 31, 2000, the Bank had obtained advances from the Federal
Home Loan Bank of San Francisco (the "FHLB") totaling $25.0 million. The
advances are under an existing line of credit whereby the FHLB has granted the
Bank a line of credit equal to 25 percent of its assets. The following relates
to the three outstanding advances as of December 31, 2000:
Fixed Rate
Maturity Amount of Interest
- -----------------------------------------------------------------------------------------------
January 31, 2001 $10,000,000 5.19%
April 30, 2001 10,000,000 4.92%
July 15, 2002 5,000,000 5.61%
The total outstanding of $25 million of advances as of December 31, 2000 has
a composite fixed rate of interest of 5.17%.
Other borrowings also include subordinated debt which is comprised of a $40
million public offering issuance of 8.375% subordinated notes due August 1,
2007. Proceeds of $38.7 million, net of underwriting discount of $1.3 million,
were received by the Company at date of issuance in July, 1997. The discount
is amortized as a yield adjustment over the 10-year life of the notes.
Forward Sales-Equity Securities
As of December 31, 2000, there were no forward sale contracts outstanding.
As of December 31, 1999, there were contracts outstanding with a fair value of
$828,000.
Capital Resources
Stockholders' equity totaled $187.8 million as of December 31, 2000, an
increase of $54.8 million, or 41.1%, from $133.0 million as of December 31,
1999. The net increase from year-end 1999 to year-end 2000 was due to the
following:
Stockholders' Equity Amount
- -------------------------------------------------------------------------------
(In Thousands)
- -------------------------------------------------------------------------------
Beginning Balance, December 31, 1999 $133,038
Repurchase of Stock (3,732)
Net Income 38,476
Cash Dividends Declared (4,513)
Change in Securities Valuation 18,178
Change in Foreign Currency Translation Adjustment (1)
Stock Issuance (Includes $1,571 cost of shares held in Trust for De-
ferred Compensation) 5,376
Tax Benefits related to Exercise of Stock Options 960
---------
Ending Balance, December 31, 2000 $187,782
=========
On December 20, 1999, the Board of Directors authorized a stock repurchase
program approving the buy-back of up to $10 million of GBC Bancorp stock. The
purchases have been done from time to time in open market transactions. As of
December 31, 2000, 169,100 shares had been repurchased at an average cost of
$22.10 per share.
65
In February, 2001, the Board of Directors authorized a stock repurchase
program approving the buy-back of up to 500,000 shares of GBC Bancorp stock.
This program is in addition to the program authorized by the Board in
December, 1999, as described above.
For the year ended December 31, 2000 and 1999, the ratio of the Company's
average stockholders' equity to average assets was 8.12% and 8.57%,
respectively. The decline of the ratio is due primarily to the stock
repurchases of previous years.
Management is committed to maintaining capital at a sufficient level to
assure shareholders, customers and regulators that the Company is financially
sound. Risk-based capital guidelines issued by regulatory authorities in 1989
assign risk weightings to assets and off-balance sheet items. The guidelines
require a minimum Tier 1 capital ratio of 4% and a minimum total capital ratio
of 8%. Tier 1 capital consists of common stockholders' equity and non-
cumulative perpetual preferred stock, less goodwill and nonqualifying
intangible assets, while total capital includes other elements, primarily
cumulative perpetual, long-term and convertible preferred stock, subordinated
and mandatory convertible debt, plus the allowance for loan losses, within
limitations. The unrealized gain/loss on debt securities available for sale,
net of tax, is not included in either Tier 1 or the total capital computation;
however, the unrealized gain/loss on equity securities is included in Tier 1
or Tier 2 as appropriate, subject to limitations.
In addition, a minimum Tier 1 leverage ratio of 3% is required for the
highest rated banks. All other state nonmember banks, must meet a minimum
leverage ratio of not less than 4%. This ratio is defined as Tier 1 capital to
average total assets, net of nonqualifying intangible assets, for the most
recent quarter.
During 1992, pursuant to the Federal Deposit Insurance Corporation
Improvement Act ("FDICIA"), the federal banking regulators set forth the
definitions for "adequately capitalized" and "well capitalized" institutions.
An "adequately capitalized" institution is one that meets the minimum
regulatory capital requirements. A "well capitalized" institution is one with
capital ratios as shown in the following table. As of December 31, 2000, the
Company's and the Bank's Tier 1 risk based capital, total risk based capital
and leverage ratios exceeded the "well capitalized" ratio requirements as
follows:
Minimum Well
GBC Bancorp General Bank Regulatory Capitalized
(In Thousands) Amount Ratio Amount Ratio Requirements Requirements
--------------------------------------------------------------------------
Tier 1 $177,876 10.23% $190,227 11.13% 4% 6%
Total $239,088 13.75% $209,652 12.26% 8% 10%
Leverage Ratio $177,876 8.96% $190,227 9.63% 4% 5%
GBC Bancorp Executive Obligation Trust (the "Trust")
In the first quarter, 2000, the Company entered into a trust agreement
providing for the Trust with Union Bank of California as trustee. In March
2000, 71,007 shares of Company stock were issued and transferred to the Trust
representing the earned deferred compensation payable in connection with the
stock retention program set forth in the Agreement.
In the consolidated financial statements, the shares held in the Trust are
reduced from common stock and included as a separate component of retained
earnings. As of December 31, 2000 this amount was $1,571,000 representing the
cost of the 71,007 shares held in the Trust. On January 11, 2001, 25,928
shares of Company stock at a cost of $903,000, were issued and transferred to
the Trust representing the year 2000 earned deferred compensation payable in
connection with the Agreement.
Asset Liability and Market Risk Management
Liquidity
Liquidity measures the ability of the Company to meet fluctuations in
deposit levels, to fund its operations and to provide for customers' credit
needs. Liquidity is monitored by management on an on-going basis. Asset
liquidity is provided by cash and short-term financial instruments, which
include auction preferred stocks, federal funds sold and securities purchased
under agreements to resell, unpledged securities held to maturity and maturing
within one year and unpledged securities available for sale. These sources of
liquidity amounted to $785.0 million, or 39.9%, of total assets as of December
31, 2000 compared with $504.5 million, or 28.9%, of total assets as of
December 31, 1999.
To further supplement its liquidity, the Company has established federal
funds lines with correspondent banks and three master repurchase agreements
with major brokerage companies. In August, 1992, the FHLB granted the Bank a
line
66
of credit equal to 25 percent of assets with terms up to 360 months. As of
December 31, 2000, the Company has $25 million outstanding under this
financing facility representing 1.27% of total assets. Management believes its
liquidity sources to be stable and adequate.
As of December 31, 2000, total loans and leases represented 57.9% of total
deposits. This compares to 62.1% as of December 31, 1999.
The liquidity of the parent company, GBC Bancorp, and also indirectly its
non-bank subsidiary, is primarily dependent on the payment of cash dividends
by its subsidiary, the Bank, subject to the limitations imposed by the
Financial Code of the State of California. For 2000, the Bank declared
$17.0 million of cash dividends to GBC Bancorp. As of December 31, 2000,
approximately $51.5 million of undivided profits of the Bank are available for
dividends to the Company, subject to the subordinated debt covenant
restrictions.
"GAP" measurement
While no single measure can completely identify the impact of changes in
interest rates on net interest income, one gauge of interest rate sensitivity
is to measure, over a variety of time periods, contractual differences in the
amounts of the Company's rate sensitive assets and rate sensitive liabilities.
These differences, or "gaps", provide an indication of the extent that net
interest income may be affected by future changes in interest rates. However,
these contractual "gaps" do not take into account timing differences between
the repricing of assets and the repricing of liabilities.
A positive gap exists when rate sensitive assets exceed rate sensitive
liabilities and indicates that a greater volume of assets than liabilities
will reprice during a given period. This mismatch may enhance earnings in a
rising rate environment and may inhibit earnings when rates decline.
Conversely, when rate sensitive liabilities exceed rate sensitive assets,
referred to as a negative gap, it indicates that a greater volume of
liabilities than assets will reprice during the period. In this case, a rising
interest rate environment may inhibit earnings and declining rates may enhance
earnings.
"Gap" reports are originated as a means to provide management with a tool to
monitor repricing differences, or "gaps", between assets and liabilities
repricing in a specified period, based upon their underlying contractual
rights. The use of "gap" reports is thus limited to a quantification of the
"mismatch" between assets and liabilities repricing within a unique specified
timeframe. Contractual "gap" reports cannot be used to quantify exposure to
interest rate changes because they do not take into account timing differences
between repricing assets and liabilities and changes in the amount of
prepayments.
As of December 31, 2000 there is a cumulative one year negative "gap" of
$667.8 million, up from $591.4 million as of December 31, 1999.
The following table indicates the Company's interest rate sensitivity
position as of December 31, 2000, and is based on contractual maturities. It
may not be reflective of positions in subsequent periods.
67
Interest Sensitivity Period
- -----------------------------------------------------------------------------------------------------
0 to 90 91 to 365 Over 1 Year Over Non-Interest
(In Thousands) Days Days to 5 Years 5 Years Earning/Bearing Total
- -----------------------------------------------------------------------------------------------------
Earning Assets
Securities Available for
Sale $ 14,922 $ - $ 149,229 $691,232 $ - $ 855,383
Securities Held to Matu-
rity - - 1,025 - - 1,025
Trading Account Securi-
ties - - - - 4,637 4,637
Federal Funds Sold & Se-
curities Purchased Under
Agreement to Resell 75,000 - - - - 75,000
Loans and Leases(1)(2) 694,476 27,498 121,583 110,643 - 954,200
Non-Earning Assets(2) - - - - 78,864 78,864
------------ ----------- ----------- ---------- ----------- ----------
Total Earning Assets $ 784,398 $ 27,498 $ 271,837 $801,875 $ 83,501 $1,969,109
============ =========== =========== ========== =========== ==========
Source of Funds for As-
sets
Deposits:
Demand - Non-Interest
Bearing - $ - $ - $ - $ 207,281 $ 207,281
Interest Bearing Demand 389,347 - - - - 389,347
Savings 69,386 - - - - 69,386
TCD'S Under $100,000 96,570 84,281 1,547 - - 182,398
TCD'S $100,000 and Over 455,884 364,235 6,038 - - 826,157
------------ ----------- ----------- ---------- ----------- ----------
Total Deposits $1,011,187 $ 448,516 $ 7,585 $ - $ 207,281 $1,674,569
============ =========== =========== ========== =========== ==========
Borrowings from the Fed-
eral Home Loan Bank 10,000 10,000 5,000 - - 25,000
Subordinated Debt - - 39,138 - 39,138
Other Liabilities - - - 42,620 42,620
Stockholders' Equity - - - 187,782 187,782
------------ ----------- ----------- ---------- ----------- ----------
Total Liabilities and
Stockholders' Equity $1,021,187 $ 458,516 $ 12,585 $ 39,138 $ 437,683 $1,969,109
============ =========== =========== ========== =========== ==========
Interest Sensitivity Gap $ (236,789) $(431,018) $ 259,252 $762,737 $(354,182)
Cumulative Interest Sen-
sitivity Gap $ (236,789) $(667,807) $(408,555) $354,182 -
Gap Ratio (% of Total As-
sets) -12.0% -21.9% 13.2% 38.7% -18.0%
Cumulative Gap Ratio -12.0% -33.9% -20.7% 18.0% 0.0%
(1) Loans and leases are before unamortized deferred loan fees and allowance
for credit losses
(2) Non-accrual loans are included in non-earning assets
Effective asset/liability management includes maintaining adequate liquidity
and minimizing the impact of future interest rate changes on net interest
income. The Company attempts to manage its interest rate sensitivity on an on-
going basis through the analysis of the repricing characteristics of its
loans, securities, and deposits, and managing the estimated net interest
income volatility by adjusting the terms of its interest-earning assets and
liabilities, and through the use of derivatives as needed.
Market risk
Market risk is the risk of financial loss arising from adverse changes in
market prices and interest rates. The Company's market risk is inherent in its
lending and deposit taking activities to the extent of differences in the
amounts maturing or degree of repricing sensitivity. Adverse changes in market
prices and interest rates may therefore result in diminished earnings and
ultimately an erosion of capital.
68
Since the Company's profitability is affected by changes in interest rates,
management actively monitors how changes in interest rates may affect earnings
and ultimately the underlying market value of equity. Management monitors
interest rate exposure through the use of three basic measurement tools in
conjunction with established risk limits. These tools are the expected
maturity gap report, net interest income volatility and market value of equity
volatility reports. The gap report details the expected maturity mismatch or
gap between interest earning assets and interest bearing liabilities over a
specified timeframe. The expected gap differs from the contractual gap report
shown earlier in this section by adjusting contractual maturities for expected
prepayments of principal on loans and amortizing securities as well as the
projected timing of repricing deposits with no stated maturity. The following
table shows the Company's financial instruments that are sensitive to changes
in interest rates, categorized by their expected maturity, and the fair value
of these instruments as of December 31, 2000:
Interest Sensitivity Period
- -------------------------------------------------------------------------------------------
Over 1
Year Average
0 to 90 91 to to 5 Over 5 Int
(In Thousands) Days 365 Days Years Years Total Rate(2) Fair Value
- -------------------------------------------------------------------------------------------
Interest-sensitive As-
sets
Securities Available for
Sale $ 56,608 $145,382 $505,131 $148,262 $ 855,383 7.34% $ 855,383
Securities Held to Matu-
rity 1,025 - - - 1,025 6.55% 968
Federal Funds Sold & Se-
curities Purchased Un-
der Agreements to Re-
sell 75,000 - - - 75,000 6.38% 75,000
Loans and Leases(1) 694,476 27,498 121,583 110,643 954,200 10.00% 928,296
-------- -------- -------- -------- ---------- ----------
Total Interest-earning
Assets $827,109 $172,880 $626,714 $258,905 $1,885,608 $1,859,647
======== ======== ======== ======== ========== ==========
Interest-sensitive Lia-
bilities
Deposits:
Interest Bearing Demand $ 13,474 $ 40,423 $258,431 $ 77,019 $ 389,347 3.64% $ 389,347
Savings 2,313 6,939 46,257 13,877 69,386 2.48% 69,386
Time Certificates of De-
posit 552,454 448,516 7,585 - 1,008,555 5.77% 1,009,023
-------- -------- -------- -------- ---------- ----------
Total Deposits $568,241 $495,878 $312,273 $ 90,896 $1,467,288 $1,467,756
-------- -------- -------- -------- ---------- ----------
Borrowing from FHLB $ 10,000 $ 10,000 $ 5,000 $ - $ 25,000 4.88% $ 24,994
Subordinated Debt - - - 39,138 39,138 8.38% 31,938
-------- -------- -------- -------- ---------- ----------
Total Interest-sensitive
Liabilities $578,241 $505,878 $317,273 $130,034 $1,531,426 $1,524,688
======== ======== ======== ======== ========== ==========
(1) Loans and leases are net of non-accrual loans and before unamortized
deferred loan fees and allowance for credit losses
(2) The average interest rate relates to the year for the category of
asset/liability indicated as of December 31, 2000. The rate for the
subordinated debt is the stated rate of the debt outstanding as of
December 31, 2000
Expected maturities of assets are contractual maturities adjusted for
projected payment based on contractual amortization and unscheduled
prepayments of principal as well as repricing frequency. Expected maturities
for deposits are based on contractual maturities adjusted for projected
rollover rates and changes in pricing for non-maturity deposits. The Company
utilizes assumptions supported by documented analysis for the expected
maturities of its loans and repricing of its deposits and relies on third
party data providers for prepayment projections for amortizing securities. The
actual maturities of these instruments could vary significantly if future
prepayments and repricing differ from the Company's expectations based on
historical experience.
The Company uses a computer simulation analysis in an attempt to predict
changes in the yields earned on assets and the rates paid on liabilities in
relation to changes in market interest rates. The net interest income
volatility and market value of equity volatility reports measure the exposure
of earnings and capital, respectively, to immediate incremental changes in
market interest rates as represented by the prime rate change of 100 to 200
basis points. Market value of equity is defined as the present
69
value of assets minus the present value of liabilities and off- balance sheet
contracts. The table below shows the estimated impact of changes in interest
rates on net interest income and market value of equity, as of December 31,
2000:
Change In Interest Net Interest Market Value Of
Rates (Basis Income Volatility Equity Volatility
Points) December 31, 2000(1) December 31, 2000(2)
----------------------------------------------------------------
+200 -2.4% -11.9%
+100 -1.0% -5.4%
-
100 -1.5% 1.6%
-
200 -4.5% 0.6%
(1) The percentage change in this column represents net interest income of the
Company for 12 months in a stable interest rate environment versus the net
interest income in the various rate scenarios
(2) The percentage change in this column represents net portfolio value of the
Company in a stable interest rate environment versus the net portfolio
value in the various rate scenarios
The Company's primary objective in managing interest rate risk is to
minimize the adverse effects of changes in interest rates on earnings and
capital. In this regard, the Company has established internal risk limits for
net interest income volatility given a 100 and 200 basis point decline in
rates of 10% and 15%, respectively, over a twelve-month horizon. Similarly,
risk limits have been established for market value of equity volatility in
response to a 100 and 200 basis point increase in rates of 10% and 15%,
respectively.
Forward-Looking Statements
Certain statements contained herein, including, without limitation,
statements containing the words "believes," "intends," "should", "expects" and
words of similar import, constitute "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. Such forward-
looking statements involve known and unknown risks, uncertainties and other
factors that may cause the actual results, performance or achievements of the
Company to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. Such
factors include, among others, the following: general economics and business
conditions in those areas in which the Company operates; demographic changes;
competition; fluctuations in interest rates; changes in business strategy or
development plans; changes in governmental regulation; credit quality; and
other factors referenced herein, including, without limitation, under the
captions Provision for Credit Losses, Non-Performing Assets, Allowance for
Credit Losses, Market Risk, Liquidity, Interest Rate Sensitivity, Recent
Accounting Developments, and Other Matters. Given these uncertainties, the
reader is cautioned not to place undue reliance on such forward-looking
statements. The Company disclaims any obligation to update any such factors or
to publicly announce the results of any revisions to any of the forward-
looking statements contained herein to reflect future events or developments.
Recent Accounting Developments
In June 1998, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for
Derivative Instruments and Hedging Activities," which is effective for all
fiscal years beginning after June 15, 2000, as deferred for one year by SFAS
No. 137, "Accounting for Derivative Instruments and Hedging Activities -
Deferral of the Effective Date of FASB Statement No. 133 - an Amendment of
FASB Statement No. 133." SFAS No. 133 establishes accounting and reporting
standards for derivative instruments, including certain derivative instruments
embedded in other contracts and for hedging activities. All derivatives,
whether designated in hedging relationships or not, will be required to be
recorded on the balance sheet at fair value. If the derivative is designated
as a fair value hedge, the changes in the fair value of the derivative and the
hedged item will be recognized in earnings. If the derivative is designated as
a cash flow hedge, changes in the fair value of the derivative will be
recorded in other comprehensive income and will be recognized in the income
statement when the hedged item affects earnings. SFAS No. 133 defines new
requirements for designation and documentation of hedging relationships as
well as on going effectiveness assessments in order to use hedge accounting. A
derivative that does not qualify as a hedge will be marked to fair value
through earnings.
The Company estimates that at January 1, 2001, the date of adoption of SFAS
No. 133, it will record $8,132,000 as an accumulated transition adjustment to
earnings relating to the warrants that it holds and which qualify as
derivatives. Included in this amount is $6,275,000 for a warrant that has been
classified as available for sale and which is included in other comprehensive
income at December 31, 2000.
In September 2000, SFAS No. 140, Accounting for Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities, a replacement of FASB
Statement No. 125, was issued. It revises the standards for accounting for
securitizations and other transfers of financial assets and collateral and
requires certain disclosures, but it carries over most of SFAS No. 125's
provisions without consideration. It is not expected that the adoption of
SFAS No. 140 will have a material impact on the Company's results of
operations, financial position, or cash flows.
70
Other Matters
On March 2, 2001, the Company announced that General Bank had received a
tentative verbal ruling against it in a commercial litigation case for $2
million plus interest of approximately $0.4 million. The Company has recorded
the financial impact of this tentative ruling in the financial statements for
the year ended December 31, 2000.
71
SELECTED FINANCIAL DATA
Year Ended December 31,
- -------------------------------------------------------------------------------------
(Dollars in Thousands,
Except Per Share Data) 2000 1999 1998 1997 1996
- -------------------------------------------------------------------------------------
Results of Operations
Interest Income $ 163,121 $ 130,261 $ 125,991 $ 110,896 $ 97,641
Interest Expense 74,679 56,283 57,018 49,423 43,661
----------- ----------- ----------- ----------- -----------
Net Interest Income
before Provision for
Credit Losses 88,442 73,978 68,973 61,473 53,980
Provision for Credit
Losses 1,200 3,500 1,500 1,000 4,500
----------- ----------- ----------- ----------- -----------
Net Interest Income
after Provision for
Credit Losses 87,242 70,478 67,473 60,473 49,480
Non-Interest Income 21,755 10,544 7,863 6,639 6,073
Non-Interest Expense 46,861 32,702 30,430 26,373 27,337
----------- ----------- ----------- ----------- -----------
Income Before Income
Taxes 62,136 48,320 44,906 40,739 28,216
Provision for Income
Taxes 23,660 18,332 16,764 14,305 9,179
----------- ----------- ----------- ----------- -----------
Income before
Extraordinary Item 38,476 29,988 28,142 26,434 19,037
Extraordinary Item - - - (488) -
----------- ----------- ----------- ----------- -----------
Net Income $ 38,476 $ 29,988 $ 28,142 $ 25,946 $ 19,037
=========== =========== =========== =========== ===========
Balance Sheet Data as of
December 31
Assets $1,969,109 $1,744,200 $1,680,824 $1,509,437 $1,352,115
Loans and Leases, Net 945,512 902,000 763,650 617,605 582,507
Securities Available for
Sale 855,383 683,017 724,172 643,660 519,821
Securities Held to
Maturity 1,025 1,300 24,616 58,045 12,274
Deposits 1,674,569 1,490,811 1,380,903 1,291,832 1,201,513
Stockholders' Equity 187,782 133,038 163,030 146,323 116,636
Per Share Data(1)
Earnings - Basic $ 3.33 $ 2.41 $ 2.00 $ 1.90 $ 1.42
Earnings - Diluted 3.26 2.37 1.96 1.84 1.39
Cash Dividends Declared 0.39 0.33 0.30 0.24 0.18
Year End Book Value 16.25 11.55 11.89 10.46 8.62
Average Shares
Outstanding - Basic (In
000's) 11,554 12,430 14,049 13,733 13,444
Average Shares
Outstanding - Diluted
(In 000's) 11,813 12,672 14,345 14,134 13,755
Financial Ratios
Return on Average Assets 2.01% 1.75% 1.76% 1.82% 1.46%
Return on Average
Stockholders' Equity 24.80 20.48 17.59 20.03 17.93
Average Stockholders'
Equity to Average
Assets 8.12 8.57 10.01 9.11 8.13
Net Interest
Margin(2)(3) 4.81 4.46 4.46 4.54 4.36
Net Charge-Offs (Net
Recoveries) to Average
Loans and Leases 0.17 0.36 (0.15) 0.07 0.96
Nonperforming Assets to
Year End Loans and
Leases, Net, Plus Other
Real Estate Owned,
Net(4) 2.44 6.59 5.05 6.52 9.17
Allowance for Credit
Losses to Year End
Loans and Leases 2.00 2.14 2.46 2.63 2.69
Cash Dividend Payout(5) 11.73 13.45 14.97 12.75 12.73
(1) Per share data has been restated where applicable for the two for one stock
split to shareholders of record on April 30, 1998, and issued and
distributed on May 15, 1998
(2) Tax-exempt interest income is not adjusted to a fully taxable equivalent
basis
(3) Net interest income before provision for credit losses divided by average
earning assets
(4) Non-performing assets include loans 90 days past due still accruing, non-
accrual loans, restructured loans and other real estate owned, net
(5) Cash dividend payout is computed based on the dividends declared divided by
net income for the applicable year
72
CONSOLIDATED BALANCE SHEETS
December 31,
- -----------------------------------------------------------------------------
(In Thousands) 2000 1999
- -----------------------------------------------------------------------------
ASSETS
Cash and Due From Banks $ 40,306 $ 26,120
Federal Funds Sold and Securities Purchased Under
Agreements to Resell 75,000 80,000
----------- -----------
Cash and Cash Equivalents 115,306 106,120
Securities Available for Sale at Fair Value
(Amortized Cost of $838,302 and $697,300 at
December 31, 2000 and 1999, respectively) 855,383 683,017
Securities Held to Maturity (Fair Value of $968 and
$1,241 at December 31, 2000 and 1999, respectively) 1,025 1,300
Trading Securities 4,637 1,114
Loans and Leases 969,023 925,957
Less: Allowance for Credit Losses (19,426) (19,808)
Deferred Loan Fees (4,085) (4,149)
----------- -----------
Loans and Leases, Net 945,512 902,000
Bank Premises and Equipment, Net 5,578 5,435
Other Real Estate Owned, Net 1,035 8,170
Due From Customers on Acceptances 6,304 7,197
Real Estate Held for Investment 3,826 5,522
Other Investments 15,444 9,801
Accrued Interest Receivable and Other Assets 15,059 14,524
----------- -----------
Total Assets $1,969,109 $1,744,200
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
Demand $ 207,281 $ 174,753
Interest Bearing Demand 389,347 323,451
Savings 69,386 78,050
Time Certificates of Deposit of $100,000 or More 826,157 712,398
Other Time Deposits 182,398 202,159
----------- -----------
Total Deposits 1,674,569 1,490,811
Forward Sales Equity Securities - 828
Borrowings from the Federal Home Loan Bank 25,000 50,000
Subordinated Debt 39,138 39,007
Acceptances Outstanding 6,304 7,197
Accrued Expenses and Other Liabilities 36,316 23,319
----------- -----------
Total Liabilities 1,781,327 1,611,162
Stockholders' Equity:
Common Stock, No Par or Stated Value; 40,000,000
Shares Authorized; 11,557,727 (net of 71,007 shares
held in trust) and 11,523,019 Shares Outstanding at
December 31, 2000 and 1999, respectively 62,054 57,289
Retained Earnings 114,266 84,035
Accumulated Other Comprehensive Income (Loss) 9,891 (8,286)
Shares Held in Trust for Deferred Compensation 1,571 -
----------- -----------
Total Stockholders' Equity 187,782 133,038
----------- -----------
Total Liabilities and Stockholders' Equity $1,969,109 $1,744,200
=========== ===========
See Accompanying Notes to Consolidated Financial Statements
73
CONSOLIDATED STATEMENTS OF INCOME
For the Year Ended
December 31,
- -------------------------------------------------------------------------------
(In Thousands, Except Per Share Data) 2000 1999 1998
- -------------------------------------------------------------------------------
INTEREST INCOME
Loans and Leases, Including Fees $101,434 $ 81,331 $ 73,886
Securities Available for Sale 53,208 45,227 40,769
Securities Held to Maturity 73 444 4,685
Federal Funds Sold and Securities Purchased under
Agreements to Resell 8,384 3,255 6,644
Other 22 4 7
-------- -------- --------
Total Interest Income 163,121 130,261 125,991
-------- -------- --------
INTEREST EXPENSE
Interest Bearing Demand Deposits 13,961 7,658 6,901
Savings Deposits 1,827 1,809 2,236
Time Deposits of $100,000 or More 43,232 30,816 30,709
Other Time Deposits 9,843 10,094 13,433
Federal Funds Purchased and Securities Sold under
Repurchase Agreements 62 70 31
Borrowings from the Federal Home Loan Bank 2,273 2,355 227
Subordinated Debt 3,481 3,481 3,481
-------- -------- --------
Total Interest Expense 74,679 56,283 57,018
Net Interest Income 88,442 73,978 68,973
Provision for Credit Losses 1,200 3,500 1,500
-------- -------- --------
Net Interest Income after Provision for Credit
Losses 87,242 70,478 67,473
-------- -------- --------
NON-INTEREST INCOME
Service Charges and Commissions 8,237 7,762 6,492
Gain on Sale of Fixed Assets 7 22 -
Trading Account Revenue 13,013 1,525 211
Income from Other Investments 145 670 -
Other 353 565 1,160
-------- -------- --------
Total Non-Interest Income 21,755 10,544 7,863
-------- -------- --------
NON-INTEREST EXPENSE
Salaries and Employee Benefits 22,306 19,577 18,757
Occupancy Expense 3,324 3,204 2,960
Furniture and Equipment Expense 2,059 1,980 2,078
Loss on Sale of Securities Available for Sale,
Net 10,341 751 -
Net Other Real Estate Owned (Income)Expense (1,309) 18 (203)
Other 10,140 7,172 6,838
-------- -------- --------
Total Non-Interest Expense 46,861 32,702 30,430
-------- -------- --------
Income before Income Taxes 62,136 48,320 44,906
Provision for Income Taxes 23,660 18,332 16,764
-------- -------- --------
Net Income $ 38,476 $ 29,988 $ 28,142
======== ======== ========
Earnings Per Share
Basic $ 3.33 $ 2.41 $ 2.00
======== ======== ========
Diluted $ 3.26 $ 2.37 $ 1.96
======== ======== ========
See Accompanying Notes to Consolidated Financial Statements
74
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
Accumulated
Other Total
(In Thousands, Except per Common Stock Retained Comprehensive Comprehensive Stockholders'
Share Amounts) Shares Amount Earnings Income (Loss) Income (Loss) Equity
- -----------------------------------------------------------------------------------------------
Balance at December 31,
1997 13,990 $53,314 $ 91,355 $ 1,654 $146,323
Comprehensive Income
Net Income for the year 28,142 $28,142 28,142
--------
Other Comprehensive In-
come, Net of Tax
Net Changes in Securi-
ties Valuation
Allowance 175 175 175
--------
Comprehensive Income $28,317
========
Stock Options Exercised 187 1,375 1,375
Tax Benefit-Stock Op-
tions Exercised 1,614 1,614
Stock Repurchase (465) (10,386) (10,386)
Cash Dividend - $0.30
per Share (4,213) (4,213)
------- -------- --------- --------- ---------
Balance at December 31,
1998 13,712 $56,303 $104,898 $ 1,829 $163,030
======= ======== ========= ========= =========
Comprehensive Income
Net Income for the year 29,988 $29,988 29,988
--------
Other Comprehensive In-
come, Net of Tax
Net Changes in Securi-
ties Valuation
Allowance (10,115) (10,115) (10,115)
--------
Comprehensive Income $19,873
========
Stock Options Exercised 73 664 664
Tax Benefit-Stock Op-
tions Exercised 322 322
Stock Repurchase (2,262) (46,817) (46,817)
Cash Dividend - $0.33
per Share (4,034) (4,034)
------- -------- --------- --------- ---------
Balance at December 31,
1999 11,523 $57,289 $ 84,035 $ (8,286) $133,038
======= ======== ========= ========= =========
Comprehensive Income
Net Income for the year 38,476 $38,476 38,476
--------
Other Comprehensive In-
come, Net of Tax
Net Change in Securi-
ties Valuation Allow-
ance 18,178 18,178 18,178
Net Change in Foreign
Currency Translation
Adjustment (1) (1) (1)
--------
Comprehensive Income $56,653
========
Stock Issued for Execu-
tive Compensation 114 2,401 2,401
Stock Held by Executive
Obligation Trust (71) (1,571) 1,571 -
Stock Options Exercised 161 2,975 2,975
Tax Benefit-Stock Op-
tions Exercised 960 960
Stock Repurchase (169) (3,732) (3,732)
Cash Dividend - $0.39
per Share (4,513) (4,513)
------- -------- --------- --------- ---------
Balance at December 31,
2000 11,558 $62,054 $115,837 $ 9,891 $187,782
======= ======== ========= ========= =========
Disclosure of Reclassi-
fication Amount:
2000 1999 1998
- --------------------------------------------------------------------------------
Net Change of Unrealized Gains (Losses) Arising During
Period, Net of Tax
Expense (Benefit) of $8,839, ($7,655), and $127 in 2000,
1999, and 1998, Respectively $12,185 $(10,550) $175
Less: Reclassification Adjustment for Losses Included in
Net Income, Net of Tax
Benefit of $4,348 and $316 in 2000 and 1999, Respective-
ly.
There Were No Gains/Losses in 1998 5,993 435 -
------- --------- ----
Net Change of Unrealized Gains (Losses) on Securities,
Net of Tax Expense
(Benefit) of $13,187, ($7,339), and $127 in 2000, 1999,
and 1998, Respectively. $18,178 $(10,115) $175
======= ========= ====
See Accompanying Notes to Consolidated Financial Statements
75
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Year Ended December 31,
- -------------------------------------------------------------------------------
(In Thousands, Except Per Share Data) 2000 1999 1998
- -------------------------------------------------------------------------------
OPERATING ACTIVITIES
Net Income $ 38,476 $ 29,988 $ 28,142
Adjustments to Reconcile Net Income to Net
Cash Provided
by Operating Activities:
Depreciation 1,291 1,388 1,269
Net Amortization/(Accretion) of Discounts on
Securities (990) 1,333 316
Accretion of Discount on Subordinated Notes 131 131 131
Writedown on Real Estate Held for Investment 1,696 1,512 1,328
Provision for Credit Losses 1,200 3,500 1,500
Provision for Losses on Other Real Estate
Owned 389 1,900 -
Amortization of Deferred Loan Fees (3,933) (4,936) (3,477)
Deferred Income Taxes 4,559 (435) 4,558
Gain on Sale of Loans - - (373)
Loss on Sale of Securities Available for Sale 10,341 751 -
Write-off of Securities - 125 -
Gain on Sale of Other Real Estate Owned (1,841) (2,604) (744)
Gain on Sale of Fixed Assets (7) (22) -
Proceeds from Sales of Loans Originated for
Sale - - 373
Net Increase in Trading Securities (3,523) (1,114) -
Net (Decrease)/Increase in Forward Sales Eq-
uity Securities (828) 828 -
Net (Increase)/Decrease in Accrued Interest
Receivable and Other Assets (2,796) 785 4,058
Net Decrease in Accrued Expenses and Other
Liabilities (84) (26,619) (978)
Other, Net - - 141
---------- ---------- ----------
NET CASH PROVIDED BY OPERATING ACTIVITIES 44,081 6,511 36,244
---------- ---------- ----------
INVESTING ACTIVITIES
Purchases of Securities Available for Sale (459,303) (376,076) (457,175)
Proceeds from Matured/Called Securities
Available for Sale 107,929 262,693 406,322
Purchase of Securities Held to Maturity - - (50,090)
Proceeds from Maturities/Prepayments on Secu-
rities Held to Maturity 275 23,365 83,779
Proceeds from Sales of Securities Available
for Sale 201,021 134,826 -
Net Increase in Loans and Leases (41,451) (145,373) (144,526)
Purchase of Equity Interest in Aircraft Fi-
nance Trust - (6,838) -
Purchases of Equity Interest in Limited Part-
nerships (5,406) (2,685) -
Net Increase in Other Investments (237) (278) -
Proceeds from Sales of Other Real Estate
Owned 9,260 8,497 4,494
Capitalized Cost of Other Real Estate Owned - (621) (831)
Purchases of Premises and Equipment (1,603) (1,172) (1,258)
Proceeds from Sale/Disposition of Bank Prem-
ises and Equipment 176 27 -
---------- ---------- ----------
NET CASH USED IN INVESTING ACTIVITIES (189,339) (103,635) (159,285)
---------- ---------- ----------
FINANCING ACTIVITIES
Net Increase in Demand, Interest Bearing De-
mand and Savings Deposits 89,760 65,512 46,057
Net Increase in Time Certificates of Deposit 93,998 44,396 43,014
Net (Decrease)/Increase Borrowings from the
Federal Home Loan Bank (25,000) 15,000 35,000
Stock Repurchase Program (3,732) (46,817) (10,386)
Cash Dividend Paid (4,387) (4,025) (4,024)
Proceeds from Exercise of Stock Options/Sale
of Stock 2,975 664 1,375
Issuance of Stock 830 - -
---------- ---------- ----------
NET CASH PROVIDED BY FINANCING ACTIVITIES 154,444 74,730 111,036
---------- ---------- ----------
NET CHANGE IN CASH AND CASH EQUIVALENTS 9,186 (22,394) (12,005)
Cash and Cash Equivalents at Beginning of
Year 106,120 128,514 140,519
---------- ---------- ----------
Cash and Cash Equivalents at End of Year $ 115,306 $ 106,120 $ 128,514
========== ========== ==========
Supplemental Disclosures of Cash Flow Infor-
mation
Cash Paid During the Year For:
Interest $ 73,906 $ 55,716 $ 56,575
Income Taxes 25,086 15,810 7,638
Noncash Investing Activities
Loans Transferred to Other Real Estate Owned $ 673 $ 8,772 $ 2,149
Loans to Facilitate the Sale of Other Real
Estate Owned - 313 216
See Accompanying Notes to Consolidated Financial Statements
76
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Consolidation: The consolidated financial statements of GBC Bancorp (the
"Company") are prepared in conformity with accounting principles generally
accepted in the United States of America ("generally accepted accounting
principles") and general practices within the banking industry. It is the
Company's policy to consolidate all majority-owned subsidiaries. All
significant intercompany balances and transactions have been eliminated in
consolidation. Certain reclassifications have been made to the prior years
consolidated financial statements in order to conform to the current year
presentation. The preparation of the consolidated 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 as of the
date of the financial statements and the reported operations of the Company
for the periods presented. Actual results may differ from those estimates
calculated by the Company. Significant balance sheet items which could be
materially affected by such estimates include loans and leases, which are
presented net of the allowance for credit losses, the valuation for other real
estate owned ("OREO") and the estimated residual value of leased assets.
The consolidated financial statements include the accounts of GBC Bancorp
(the "Bancorp") and its wholly owned subsidiaries, GBC Venture Capital, Inc.,
General Bank, (the "Bank"), a California state chartered bank, and the Bank's
wholly owned subsidiaries, GBC Insurance Services, Inc., GBC Investment &
Consulting Company, Inc., and GBC Real Estate Investments, Inc. The Bank also
holds 90% of the voting stock of GBC Leasing Company, Inc., which amount is
not material.
The Bank, the Company's 100% owned bank subsidiary, conducts the business of
a commercial bank serving individuals and small to medium-sized businesses
through seventeen branch offices located in the greater Los Angeles, San Diego
and Silicon Valley areas of California, a branch office in the state of
Washington and a loan production office located in the state of New York. The
Bank's deposit gathering and loan production operations are primarily
concentrated in Southern California.
Securities Purchased Under Agreements to Resell: The Company invests in
securities purchased under agreements to resell ("repurchase agreements") to
maximize the yield on liquid assets. The Company obtains collateral for these
agreements, which normally consists of single family residential mortgage
loans and commercial paper with an agreement to sell back the same collateral.
The collateral is normally held in custody of a trustee who is not a party to
the transaction. The purchase is overcollateralized to ensure against
unfavorable market price movements. The duration of these agreements is one
business day with a roll-over under continuing contract. The counterparties to
these agreements are nationally recognized investment banking firms that meet
credit eligibility criteria and with whom a master repurchase agreement has
been duly executed.
Securities: The Company classifies its investment in debt and equity
securities as held to maturity securities, trading securities and available
for sale securities, as applicable. Securities held to maturity are designated
as such when the Company has the positive intent and ability to hold the
securities until maturity. Securities held to maturity are carried at cost,
adjusted for amortization of premiums and accretion of discounts into interest
income using a methodology which approximates a level yield. When a decline in
value has occurred and is deemed to be other than temporary, such decline is
charged to income. Securities available for sale are carried at fair value.
Premiums and discounts on securities available for sale are amortized/accreted
into interest income using a methodology which approximates a level yield. The
resulting unrealized gains or losses are recorded net of tax as part of other
comprehensive income. Warrants that have a readily determinable fair value are
also categorized as available for sale securities and marked to market through
other comprehensive income. Equity securities received by GBC Venture Capital
Inc., from venture capital funds in which it invests and from the exercise of
warrants are classified as trading securities. They are held principally for
the purpose of selling them in the near term and are reported at fair value,
with unrealized gains/losses included in income. The specific identification
method is used to compute realized gains or losses on security transactions.
Loans and Related Allowance for Credit Losses: Loans are recorded in the
consolidated balance sheets at principal amounts outstanding. Interest on
loans is accrued daily as earned. It is generally the Company's policy to
place a loan on non-accrual status in the event that the borrower is 90 days
or more delinquent or earlier if the timely collection of interest and/or
principal appears doubtful. When loans are
77
placed on non-accrual status, the accrual of income is discontinued and
previously accrued but unpaid interest is generally reversed against income.
The amortization of any deferred loan fees is stopped. Subsequent payments are
generally applied to principal or reported as recoveries on amounts previously
charged-off. A loan is returned to accrual status only when the borrower has
demonstrated the ability to make future payments of principal and interest as
scheduled, and the borrower has demonstrated a sustained period of repayment
performance in accordance with the contractual terms.
The Company provides for credit losses by a charge to operations based upon
the composition of the loan and lease portfolio, past loss experience, current
economic conditions, evaluations made by regulatory authorities, and such
other factors that, in management's judgment, deserve recognition in
estimating probable credit losses. The provision for credit losses is an
amount required to maintain an allowance for credit losses that is adequate to
cover probable credit losses related to specifically identified loans as well
as probable credit losses inherent in the remainder of the loan and lease
portfolio. Management evaluates the loan portfolio, the economic environment,
historical loan loss experience, collateral values and assessments of
borrowers' ability to repay in determining the amount of the allowance for
credit losses. The balance of the allowance for credit losses is an accounting
estimate of probable but unconfirmed losses in the Bank's loan portfolio as of
December 31, 2000. Such an amount is based on ongoing, quarterly assessments
of the probable estimated losses inherent in the loan and lease portfolio, and
to a lesser extent, unused commitments to provide financing. The Company's
methodology for assessing the appropriateness of the allowance consists
primarily of the use of a formula allowance. The allowance for credit losses
is based on estimates, and ultimate losses may vary from current estimates.
These estimates are reviewed periodically and, as adjustments become
necessary, they are reported in earnings in the period in which they become
known. Additionally, regulatory examiners may require the Bank to recognize
additions to the allowance for credit losses based upon their judgments
regarding information available to them at the time of their examination.
Charge-offs of loans are debited to the allowance for credit losses.
Recoveries on loans previously charged off are credited to the allowance for
credit losses.
A loan is considered impaired when it is probable that the Company will be
unable to collect all amounts due (i.e., both principal and interest)
according to the contractual terms of the loan agreement. The Company reviews
all non-homogenous loans individually for impairment. Homogenous pools that
the Company does not review individually for impairment include mortgage loans
secured by single-family real estate. The measurement of impairment may be
based on (i) the present value of the expected future cash flows of the
impaired loan discounted at the loan's original effective interest rate, (ii)
the observable market price of the impaired loan, or (iii) the fair value of
the collateral of a collateral-dependent loan. The amount by which the
recorded investment of the loan exceeds the measure of the impaired loan is
recognized by recording a valuation allowance with a corresponding charge to
the provision for credit losses. Income recognition on impaired loans is
similar to that for non-accrual loans but can include the accrual of interest.
The accrual of interest is normally followed for those impaired loans which
have been restructured with the borrower servicing the debt pursuant to the
contractual terms of the restructuring. While a loan is on non-accrual status,
some or all of the cash interest payments received may be treated as interest
income on a cash basis as long as the remaining book balance of the loan
(i.e., after charge-off of identified losses, if any) is deemed to be fully
collectible. The Bank's determination as to the ultimate collectibility of the
loan's remaining book balance is supported by a current, well documented
credit evaluation of the borrower's financial condition and prospects for
repayment, including consideration of the borrower's historical repayment
performance and other relevant factors.
Loan Origination Fees: Loan origination fees and commitment fees, (offset by
certain direct loan origination costs,) are deferred and recognized in income
over the contractual life of the loan as an adjustment of yield.
Premises and Equipment: Premises and equipment are stated at cost less
accumulated depreciation or amortization. Depreciation and amortization are
provided on a straight-line basis over the estimated useful lives or lease
terms of assets, whichever is shorter. The lease term is defined as the
original lease term plus option periods with a maximum of 15 years unless
there is a reason to believe that the premises will be vacated prior to the
end of the lease term.
Other Real Estate Owned: Other real estate owned ("OREO") is comprised of
real estate acquired primarily through foreclosure proceedings. These assets
are carried at fair value minus selling costs of the related real estate. The
fair value of the real estate is based upon an appraisal adjusted for
estimated carrying and selling costs. The excess carrying value, if any, over
the fair value of the asset upon foreclosure is charged to the allowance for
credit losses at the time of acquisition. Any subsequent decline in the fair
value of OREO is recognized as a charge to operations and a
78
corresponding increase to the valuation allowance on OREO. Gains and losses
from sales and net operating expenses of OREO are included in net other real
estate owned expense (income) in the accompanying consolidated statements of
income.
Real Estate Held for Investment: The Bank is a limited partner in three
different partnerships that invest in low income housing projects that qualify
for federal income tax credits. As further discussed in note 8 of the notes to
consolidated financial statements, the partnership interests are accounted for
based on the percentage ownership and control exerted by the Company on the
partnerships. The three partnership investments are accounted for as follows:
the cost method, a method which approximates the equity method, and a method
resulting in approximately the same treatment as if the investment had been
consolidated.
Other Investments: This asset category includes the partnership interests
owned by GBC Venture Capital and a partnership interest in an aircraft finance
trust owned by the Bank. The partnership interests are carried under the
equity method. Also included in other investments are investments made by the
Bank in corporations responsible for lending activities qualifying under,
among other things, the Community Reinvestment Act. These investments are
accounted for by using the cost method.
Foreign Currency Translation: Assets and liabilities of the foreign office
in Taipei are translated to U. S. dollars at current exchange rates. Income
and expense amounts are translated based on the average current exchange rates
in effect during the month in which the transactions are recorded. These
translation adjustments are included in accumulated other comprehensive income
of the accompanying consolidated balance sheets.
Earnings Per Share: Basic earnings per share is determined by dividing net
income by the average number of shares of common stock outstanding, while
diluted earnings per share is determined by dividing net income by the average
number of shares of common stock outstanding adjusted for the dilutive effect
of common stock equivalents.
Income Taxes: The Company files a consolidated federal income tax return
with its subsidiaries, a combined California franchise tax return and New York
State and City tax returns.
The Company records income taxes under the asset and liability method.
Income tax expense is derived by establishing deferred tax assets and
liabilities as of the reporting date for the estimated future tax consequences
attributable to differences between the financial statement carrying amounts
of existing assets and liabilities and their respective tax bases. Deferred
tax assets and liabilities are measured using enacted tax rates in effect for
the year in which those temporary differences are expected to be recovered or
settled. The effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the enactment date.
The Company's evaluation of the realizability of deferred tax assets includes
consideration of the amount and timing of future reversals of existing
temporary differences, as well as available taxable income in carryback years
and projections of future income. Tax benefits associated with the exercise of
non-qualified stock options are credited to stockholders' equity.
Stock Option Plans: On January 1, 1996, the Company adopted Statement of
Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-Based
Compensation, which permits entities to recognize as expense over the vesting
period the fair value of all stock-based awards on the date of grant.
Compensation expense is recorded on the date of grant only if the current
market price of the underlying stock exceeds the exercise price. SFAS No. 123
also allows entities to continue to apply the provisions of APB Opinion No.
25, Accounting for Stock Issued to Employees, and provide pro forma net income
and pro forma earnings per share disclosures for employee stock option grants
made in 1995 and future years as if the fair-value-based method defined in
SFAS No. 123 had been applied. The Company has elected to continue to apply
the provisions of APB Opinion No. 25 and provide the pro forma disclosure
provisions of SFAS No. 123.
Statement of Cash Flows: Cash and cash equivalents consist of cash and due
from banks, federal funds sold and securities purchased under agreements to
resell.
Recent Accounting Developments: In June 1998, the Financial Accounting
Standards Board (FASB) issued Statement of Financial Accounting Standards
(SFAS) No. 133, "Accounting for Derivative Instruments and Hedging
Activities," which is effective for all fiscal years beginning after June 15,
2000, as deferred for one year by SFAS No. 137, "Accounting for Derivative
Instruments and Hedging Activities - Deferral of the Effective Date of FASB
Statement No. 133 - an Amendment of FASB Statement No. 133." SFAS No.133
establishes accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts and for
hedging activities. All derivatives, whether designated in hedging
relationships or not, will be required to be recorded on the balance sheet at
fair value. If the derivative is designated as a fair value hedge, the changes
in the fair value
79
of the derivative and the hedged item will be recognized in earnings. If the
derivative is designated as a cash flow hedge, changes in the fair value of
the derivative will be recorded in other comprehensive income and will be
recognized in the income statement when the hedged item affects earnings. SFAS
No. 133 defines new requirements for designation and documentation of hedging
relationships as well as on going effectiveness assessments in order to use
hedge accounting. A derivative that does not qualify as a hedge will be marked
to fair value through earnings.
The Company estimates that at January 1, 2001, the date of adoption of SFAS
No. 133, it will record $8,132,000 as an accumulated transition adjustment to
earnings relating to the warrants that it holds and which qualify as
derivatives. Included in this amount is $6,275,000 for a warrant that has been
classified as available for sale and which is included in other comprehensive
income at December 31, 2000.
In September 2000, SFAS No. 140, Accounting for Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities, a replacement of FASB
Statement No. 125, was issued. It revises the standards for accounting for
securitizations and other transfers of financial assets and collateral and
requires certain disclosures, but it carries over most of SFAS No. 125's
provisions without consideration. It is not expected that the adoption of
SFAS No. 140 will have a material impact on the Company's results of
operations, financial position, or cash flows.
NOTE 2 - CASH AND DUE FROM BANKS
The Company is required to maintain cash on hand and on deposit to meet
reserve requirements established by the Federal Reserve Bank. Average reserve
requirements were $0.3 million and $0.4 million during 2000 and 1999.
NOTE 3 - SECURITIES PURCHASED UNDER AGREEMENTS TO RESELL
As of December 31, 2000 and 1999, securities purchased under agreements to
resell were collateralized by single family residential loans and commercial
paper. The following table indicates information relating to securities
purchased under agreements to resell:
(Dollars in Thousands) 2000 1999
- -------------------------------------------------------------------------
Amount Outstanding as of December 31 $ 60,000 $ 80,000
Maximum Month End Amount Outstanding $150,000 $110,000
Average Outstanding for the Year $107,081 $ 47,773
Weighted Average Rate of Interest for the Year 6.48% 5.17%
Weighted Average Rate of Interest as of December 31 6.78% 4.84%
80
NOTE 4 - SECURITIES
The amortized cost, gross unrealized gains, gross unrealized losses and fair
value of securities as of December 31, 2000 and 1999 were as follows:
Gross Gross
(In Thousands) Amortized Unrealized Unrealized Fair
2000 Cost Gains Losses Value
- -------------------------------------------------------------------------------
Securities Held to Maturity:
U.S. Government Agencies $ 1,025 $ - $ (57) $ 968
-------- ------- --------- --------
Total $ 1,025 $ - $ (57) $ 968
======== ======= ========= ========
Securities Available for Sale:
U.S. Government Agencies $ 20,854 $ 526 $ - $ 21,380
Mortgage Backed Securities 93,147 1,115 - 94,262
Commercial Mortgage Backed Securities 69,504 2,898 - 72,402
Corporate Notes 84,975 900 - 85,875
Collateralized Mortgage Obligations 263,287 3,414 - 266,701
Asset Backed Securities 303,221 2,330 - 305,551
Other Securities 3,314 5,898 - 9,212
-------- ------- --------- --------
Total $838,302 $17,081 $ - $855,383
======== ======= ========= ========
Trading Account Securities
Equity Issues $ - $ - $ - $ 4,637
-------- ------- --------- --------
Total $ - $ - $ - $ 4,637
======== ======= ========= ========
Gross Gross
(In Thousands) Amortized Unrealized Unrealized Fair
1999 Cost Gains Losses Value
- -------------------------------------------------------------------------------
Securities Held to Maturity:
U.S. Government Agencies $ 1,294 $ - $ (59) $ 1,235
Collateralized Mortgage Obligations 6 - - 6
-------- ------- --------- --------
Total $ 1,300 $ - $ (59) $ 1,241
======== ======= ========= ========
Securities Available for Sale:
U.S. Government Agencies $ 21,591 $ - $ (217) $ 21,374
Mortgage Backed Securities 176,217 - (5,446) 170,771
Commercial Mortgage Backed Securities 30,585 - (307) 30,278
Corporate Notes 59,319 - (748) 58,571
Collateralized Mortgage Obligations 163,323 - (4,412) 158,911
Asset Backed Securities 240,155 - (3,153) 237,002
Other Securities 6,110 - - 6,110
-------- ------- --------- --------
Total $697,300 $ - $(14,283) $683,017
======== ======= ========= ========
Trading Account Securities
Equity Issues $ - $ - $ - $ 1,114
-------- ------- --------- --------
Total $ - $ - $ - $ 1,114
======== ======= ========= ========
As of December 31, 2000, the yield on the collateralized mortgage
obligations available for sale was 7.21%. There were no collateralized
mortgage obligations held to maturity as of December 31, 2000. As of December
31, 1999, the yield on collateralized mortgage obligations held to maturity
and available for sale was 6.49% and 6.47%, respectively.
As of December 31, 2000 and 1999 the yield on the asset backed securities
available for sale was 6.95% and 6.62%, respectively. There were no asset
backed securities held to maturity as of December 31, 2000 and 1999.
81
As of December 31, 2000 and 1999, trading account securities consisted of
marketable equity securities with a fair value of $4.6 million and $1.1
million, respectively. As of December 31, 2000, there were no trading
liabilities. As of December 31, 1999, trading liabilities consisted of forward
sale transactions of marketable equity securities with a fair value of $0.8
million.
The net gains on trading securities and forward sales included in trading
account revenue are as follows:
Year Ended
December 31,
---------------------------------------------------------------
(In Thousands) 2000 1999 1998
---------------------------------------------------------------
Marketable Equity Securities $13,013 $1,463 $211
Forward Sales-Marketable Equity Securities - 62 -
------- ------ ----
Total: $13,013 $1,525 $211
======= ====== ====
The following table discloses proceeds received and gross gains / losses
recognized from the sale of securities for the years as indicated:
Security
Classification 2000 1999 1998
- ---------------------------------------------------------------------------------------
(In Thousands) Proceeds Gain (Loss) Proceeds Gain (Loss) Proceeds Gain (Loss)
- ---------------------------------------------------------------------------------------
Available for Sale $201,021 55 $(10,396) $134,826 - $(751) $ - - $ -
Held for Trading 11,151 9,577 - 369 366 - 257 107 -
-------- ------ --------- -------- ---- ------ ---- ---- ---
Total $212,172 $9,632 $(10,396) $135,195 $366 $(751) $257 $107 $ -
======== ====== ========= ======== ==== ====== ==== ==== ===
The amortized cost and fair value of securities as of December 31, 2000, by
contractual maturity, are shown below. Expected maturities may differ from
contractual maturities because borrowers may have the right to call or prepay
obligations with or without call or prepayment penalties.
Securities Held to
Maturity Securities Available for Sale
------------------------------------------------------------------------------------
(In Thousands) Amortized Cost Fair Value Amortized Cost Fair Value
------------------------------------------------------------------------------------
Due in One Year or Less $ - $ - $ 3,314 $ 9,212
Due After One Year
Through Five Years 1,025 968 104,754 106,172
Due After Five Years
Through Ten Years - - 51,701 53,205
Due After Ten Years - - 678,533 686,794
------ ---- -------------- --------------
Total $1,025 $968 $ 838,302 $ 855,383
====== ==== ============== ==============
82
The following table summarizes the aggregate book value and fair value of
securities of any one issuer which exceeds ten percent of stockholders' equity
as of December 31, 2000. Securities issued by the U.S. government are not
included:
(In Thousands)
- ---------------------------------------------------------
Fair
Issuer Book Value Value
- ---------------------------------------------------------
American Business Financial Services $ 20,088 $ 20,006
Bank of America 20,036 20,395
Chase Mortgage 23,238 23,757
Citicorp Mortgage Securities 26,786 26,649
Conti Mortgage Corp. 23,148 23,323
Countrywide Corporation 26,191 26,500
Equicredit Corp. 19,844 20,181
First Horizon Mortgage 19,151 19,442
Industry Mortgage Co. 22,072 22,157
Norwest Capital 24,677 24,932
PNC Mortgage Securities 24,887 25,545
Provident Bank 24,543 24,423
Residential Funding Bank 24,923 25,501
United Companies Financial 21,272 21,363
Washington Mutual 19,812 20,016
-------- --------
Total $340,668 $344,190
======== ========
The above includes corporate notes, asset backed securities, mortgage backed
securities and collateralized mortgage obligations. The rating for corporate
notes is single A; all other issuers are triple A rated.
As of December 31, 2000 and 1999, securities from the available for sale
portfolio were pledged for the purposes indicated as follows:
December 31,
- ---------------------------------------------------
(In Millions) 2000 1999
- ---------------------------------------------------
Borrowings from Federal Reserve Bank $ 19.5 $ 82.1
Public Time Deposits 121.7 112.5
FHLB Advances 57.8 101.3
Other Purposes 10.2 10.2
------ ------
Total $209.2 $306.1
====== ======
NOTE 5 - LOANS AND LEASES AND ALLOWANCE FOR CREDIT LOSSES
The composition of the Company's loan portfolio and leveraged leases as of
December 31, 2000 and 1999, was as follows:
(In Thousands) 2000 1999
- ------------------------------------------------------
Commercial $449,484 $398,379
Real Estate - Construction 166,656 195,133
Real Estate - Conventional 309,834 295,614
Installment 2 11
Other Loans 25,969 20,238
Leveraged Leases 17,078 16,582
--------- ---------
Total 969,023 925,957
Less: Allowance for Credit Losses (19,426) (19,808)
Deferred Loan Fees (4,085) (4,149)
--------- ---------
Loan and Leases, Net $945,512 $902,000
========= =========
Construction loans are collateralized primarily by single family residences,
condominiums, townhouses and multi-family buildings. Real estate loans are
collateralized primarily by single family residences, condominiums, multi-
family residences, commercial and industrial buildings, motels and hotels.
In the ordinary course of business, the Bank has granted loans to certain
directors and the companies with which they are associated. In the opinion of
management, the loans were made on substantially the same terms, including
interest rates and collateral requirements, as those prevailing at the time of
origination for comparable transactions with other customers and did not
involve more than the normal risk of collectibility or present other
unfavorable features. The following provides information regarding the
aggregate indebtedness of related parties:
December 31,
- --------------------------------------------------------
(In Thousands) 2000 1999 1998
- --------------------------------------------------------
Balance at Beginning of Year $ 2,713 $ 1,888 $ 4,159
New Loans and Advances 1,082 3,562 2,420
Repayments (2,760) (2,737) (4,691)
-------- -------- --------
Balance at End of Year $ 1,035 $ 2,713 $ 1,888
======== ======== ========
83
In December 1997, the Company purchased a leveraged lease on a Boeing 737
with a fair value of $24.0 million and a remaining estimated economic life of
28 years. The lease term ends in March, 2016, however, the lessee has an early
buy out option in the year 2011. The Company's equity investment is $8.0
million. As of December 31, 2000, the aircraft is subject to $16.1 million of
third-party financing in the form of long-term debt that provides for no
recourse against the Company and is secured by a first lien on the aircraft.
The residual value at the end of the full-term lease is estimated to be $5.5
million.
In December 1996, the Company purchased a leveraged lease on a Boeing 737
with a fair value of $24.2 million and a remaining estimated economic life of
30 years. The lease term is through the year 2012. The Company's equity
investment is $8.6 million. As of December 31, 2000, the aircraft is subject
to $14.0 million of third-party financing in the form of long-term debt that
provides for no recourse against the Company and is secured by a first lien on
the aircraft. The residual value at the end of the lease term is estimated to
be $7.6 million.
For federal income tax purposes, the Company has the benefit of tax
deductions for depreciation on the entire leased asset and for interest paid
on the long-term debt. Deferred taxes are provided to reflect the temporary
differences associated with the leveraged leases.
The Company's net investment in leveraged leases is composed of the
following elements:
December 31,
- --------------------------------------------------------------------------
(In Thousands) 2000 1999
- --------------------------------------------------------------------------
Rentals Receivable (Net of Principal Interest on the
Nonrecourse Debt) $ 10,937 $ 10,964
Direct Cost 1,015 1,090
Estimated Residual Value of Leased Assets 13,869 13,868
Less: Unearned and Deferred Income (8,743) (9,340)
--------- ---------
Investment in Leveraged Leases 17,078 16,582
Less: Deferred Taxes Arising from Leveraged Leases (16,601) (13,037)
--------- ---------
Net Investment in Leveraged Leases $ 477 $ 3,545
========= =========
During 2000, pre-tax interest income recognized for leveraged leases was
$672,000, all of which related to the two aircraft leases. Pre-tax income
recognized for leveraged leases during 1999 and 1998 was $930,000, and
$1,411,000, respectively.
A summary of activity in the allowance for credit losses is as follows:
(In Thousands) 2000 1999 1998
- --------------------------------------------------------
Balance at Beginning of Year $19,808 $19,381 $16,776
Provision for Credit Losses 1,200 3,500 1,500
Loans and Leases Charged Off (4,390) (6,337) (2,287)
Recoveries 2,808 3,264 3,392
-------- -------- --------
Balance at End of Year $19,426 $19,808 $19,381
======== ======== ========
The following table provides information with respect to the Company's past
due loans, non-accrual loans and restructured loans, as of the dates
indicated:
December 31,
- ---------------------------------------------------------------------------
(In Thousands) 2000 1999 1998
- ---------------------------------------------------------------------------
Loans 90 Days or More Past Due and Still Accruing $ 2,217 $ - $ 780
Non-accrual Loans 14,823 44,521 20,790
Restructured Loans 4,978 7,249 10,440
------- ------- -------
Total Past Due, Non-accrual and Restructured Loans $22,018 $51,770 $32,010
======= ======= =======
The effect of non-accrual loans outstanding as of year-end on interest
income for the years 2000, 1999 and 1998 is presented below:
(In Thousands) 2000 1999 1998
- ---------------------------------------------------
Contractual Interest Due $ 2,043 $4,546 $ 2,192
Interest Recognized (1,606) (972) (1,540)
-------- ------- --------
Net Interest Foregone $ 437 $3,574 $ 652
======== ======= ========
Contractual interest due is based on original loan amounts. Any partial
charge-offs are not considered in the determination of contractual interest
due.
The effect of restructured loans outstanding as of year-end on interest
income for the years ended December 31, 2000, 1999 and 1998 is presented
below:
(In Thousands) 2000 1999 1998
- ------------------------------------------------
Contractual Interest Due $ 968 $ 993 $ 1,491
Interest Recognized (684) (764) (1,150)
------ ------ --------
Net Interest Foregone $ 284 $ 229 $ 341
====== ====== ========
There were no commitments to lend additional funds to borrowers associated
with restructured loans, as of December 31, 2000.
84
The following table discloses pertinent information as it relates to the
Company's impaired loans as of and for the years indicated:
As of and for the Year
Ended December 31,
- -------------------------------------------------------------------------------
(In Thousands) 2000 1999 1998
- -------------------------------------------------------------------------------
Recorded Investment with Related Allowance $ 9,598 $42,881 $20,746
Recorded Investment with no Related Allowance 3,778 4,003 1,519
-------- -------- --------
Total Recorded Investment 13,376 46,884 22,265
Allowance on Impaired Loans (2,626) (5,806) (3,250)
-------- -------- --------
Net Recorded Investment in Impaired Loans $10,750 $41,078 $19,015
======== ======== ========
Average Total Recorded Investment in Impaired Loans $20,431 $46,479 $13,467
Interest Income Recognized $ 1,222 $ 538 $ 478
Of the amount of interest income recognized in 2000, 1999 and 1998, no
interest was recognized under the cash basis method.
As of December 31, 2000 and 1999, the Bank was servicing approximately $1.7
million and $2.0 million of residential loan mortgages, respectively, on
behalf of third party investors.
NOTE 6 - PREMISES AND EQUIPMENT
A summary of premises and equipment is as follows:
December 31,
- --------------------------------------------------------------------
(In Thousands) 2000 1999
- --------------------------------------------------------------------
Land $ 1,246 $ 1,246
Bank Premises 1,504 1,504
Leasehold Improvements 2,555 2,498
Furniture, Fixtures and Equipment 10,160 8,916
-------- --------
15,465 14,164
Less: Accumulated Depreciation and Amortization (9,887) (8,729)
-------- --------
Premises and Equipment, net $ 5,578 $ 5,435
======== ========
The range of estimated depreciable lives is twenty-five years for bank
premises, five to fifteen years for leasehold improvements and three to five
years for furniture, fixtures and equipment. Depreciation expense for the
years ended December 31, 2000, 1999 and 1998 amounted to $1,291,000,
$1,388,000, and $1,269,000, respectively.
The Company conducts a portion of its operations in leased facilities under
non-cancelable operating leases expiring at various dates through 2010. The
following summarizes the Company's future minimum lease commitments as of
December 31, 2000:
Year (In Thousands)
- ----------------------------------
2001 $ 2,609
2002 2,463
2003 2,278
2004 2,470
2005 1,908
Thereafter 5,684
-------
Total $17,412
=======
Net rental expense included in occupancy expense was approximately
$2,416,000, $2,409,000 and $2,287,000, for the years ended December 31, 2000,
1999 and 1998, respectively.
NOTE 7 - OTHER REAL ESTATE OWNED
As of December 31, 2000, other real estate owned ("OREO") consisted of six
properties with a net carrying value of $1.0 million. As of December 31, 1999,
OREO consisted of twelve properties with a net carrying value of $8.2 million.
One property sold in 2000, a manufacturing (retail) facility in northern
California, had a net carrying value of $6.4 million, as of December 31, 1999.
The following table sets forth OREO by type of property as of December 31,
2000 and 1999:
December 31,
- -------------------------------------------------
(In Thousands) 2000 1999
- -------------------------------------------------
Property Type
Single-Family Residential $ - $ 395
Land 471 1,099
Retail Facilities 803 1,141
Industrial Facilities/ Building 652 8,550
Less: Valuation Allowance (891) (3,015)
------- --------
Total OREO, net $1,035 $ 8,170
======= ========
85
A summary of activity in the valuation allowance is as follows for the years
indicated:
(In Thousands) 2000 1999 1998
- -------------------------------------------------------------
Balance at Beginning of Year $ 3,015 $2,000 $2,060
Provision Charged to Operations 389 1,900 -
Other Real Estate Owned Charged Off (2,513) (885) (60)
-------- ------- -------
Balance at End of Year $ 891 $3,015 $2,000
======== ======= =======
For the years ended December 31, 2000, 1999 and 1998, net other real estate
owned expense (income) was comprised of the following:
(In Thousands) 2000 1999 1998
- -------------------------------------------------------------------------
Net Gain on Sale of Other Real Estate Owned $(1,841) $(2,604) $(744)
Provision for Losses on Other Real Estate Owned 389 1,900 -
Net Operating Expenses 143 722 541
-------- -------- ------
Net Other Real Estate Owned (Income) Expense $(1,309) $ 18 $(203)
======== ======== ======
NOTE 8 - REAL ESTATE HELD FOR INVESTMENT
Real estate held for investment ("REI") at December 31, 2000 and 1999 was
comprised of investments in low income housing projects.
As of December 31, 2000 and 1999, the Company had three investments with a
net investment of $3.8 million and $5.5 million, respectively, in limited
partnerships formed for the purpose of investing in real estate projects. Such
projects qualify for low income housing tax credits. The limited partnerships
will generate tax credits over a weighted average remaining period of
approximately 1 1/2 years. Please refer to note 12 of the notes to
consolidated financial statements for income tax effects. The following table
identifies the pertinent details of the three projects as of December 31, 2000
and 1999:
(Dollars In Thousands) December 31,
---------------------------------------------------
Project 2000 1999
Name % Ownership Date Acquired Amount Amount
---------------------------------------------------
Liberty 7.1% Mar-90 $1,403 $2,805
Greenview 99.0% Sep-92 2,171 2,381
Las Brisas 49.5% Dec-93 252 336
------ ------
Total $3,826 $5,522
====== ======
The method of accounting for the Greenview investment approximates the
results if the investment were consolidated. A $1.4 million first deed of
trust on the Greenview property is included in accrued expenses and other
liabilities on the Company's consolidated balance sheet. The cost method is
used for the investment in Liberty with the investment being amortized over
the remaining period that tax credits will be received. A method approximating
the equity method is used for the Las Brisas investment.
Expenses incurred for REI, consisting primarily of the amortization of the
investment balances, and included in other expense, were $1,697,000,
$1,512,000, and $1,329,000, for the years ended 2000, 1999 and 1998,
respectively.
NOTE 9 - OTHER INVESTMENTS
As of December 31, 2000 and 1999, other investments totaled $15.4 million
and $9.8 million, respectively. Included in the balance as of December 31,
2000 and 1999 are investments in various venture capital funds that invest in
technology companies, amounting to $7,529,000 and $2,715,000, respectively. In
addition to seeking an appropriate return from such investments, the Company
seeks to use the investments to increase its high technology banking business.
Also included in other investments is a 10% equity interest in an aircraft
finance trust ("AFT") totaling $7.5 million and $7.1 million, as of December
31, 2000 and 1999, respectively. AFT owns a number of aircraft on lease to
different lessees in various countries. All these partnership interests are
accounted for by the equity method. Finally, included in other investments are
investments made by the Bank in corporations responsible for lending
activities qualifying under, among other things, the Community Reinvestment
Act, totaling $0.40 million and $0.02 million as of December 31, 2000, and
1999, respectively. Such investments are accounted for by using the cost
method.
NOTE 10 - DEPOSITS
The Bank obtains deposits primarily through a network of seventeen full
service branches located in the state of California, primarily, Southern
California, and one full service branch in the state of Washington. Deposits
obtained by the Bank are insured by the Bank Insurance Fund of the Federal
Deposit Insurance Corporation up to a maximum of $100,000 for each depositor.
86
The following table sets forth the average amount, the ratio to total
average deposits and the average rate paid on each of the following deposit
categories for the years ending December 31, 2000, 1999 and 1998:
2000 1999 1998
- ------------------------------------------------------------------------------------------------------------
Weighted Weighted Weighted
Average Average Average Average Average Average
(Dollars In Thousands) Amount Ratio Rate Amount Ratio Rate Amount Ratio Rate
- ------------------------------------------------------------------------------------------------------------
Deposits
Noninterest-Bearing
Demand Deposits $ 190,863 11.67% -% $ 164,620 11.41% -% $ 148,436 10.89% -%
Interest-Bearing Demand
Deposits 395,362 24.18 3.53 299,588 20.77 2.56 262,281 19.23 2.63
Saving Deposits 74,324 4.55 2.46 82,356 5.71 2.20 86,776 6.36 2.58
Time Deposits 974,346 59.60 5.45 895,875 62.11 4.57 866,229 63.52 5.10
---------- ------- ----- ---------- ------- ----- ---------- ------- -----
Total $1,634,895 100.00% 4.77% $1,442,439 100.00% 3.94% $1,363,722 100.00% 4.38%
========== ======= ===== ========== ======= ===== ========== ======= =====
The aggregate amount of time deposits in denominations of $100,000 or more
at December 31, 2000 and 1999 was $826,157,000 and $712,398,000, respectively.
As of December 31, 2000, and 1999, there were no brokered deposits
outstanding. During 2000 and 1999, the Bank accepted deposits from the State
of California. As of December 31, 2000, these deposits totaled $100.0 million,
unchanged from December 31, 1999. The Company has pledged securities in excess
of the required amount of 110 percent of this deposit amounting to $121.7
million, as of December 31, 2000. The securities pledged are collateralized
mortgage obligations. The Company believes that the majority of its deposit
customers have strong ties to the Bank. Although the Company has a significant
amount of time certificates of deposit of $100,000 or more having maturities
of one year or less, the depositors have generally renewed their deposits in
the past at their maturity. Accordingly, the Company believes its deposit
source to be stable.
Deposits outstanding as of December 31, 2000, mature as follows:
(In Thousands) Amount
- ------------------------------------
Immediately Withdrawable $ 666,014
Year Ending December 31
2001 1,000,871
2002 7,007
2003 377
2004 100
2005 200
----------
Total $1,674,569
==========
NOTE 11 - OTHER BORROWINGS
As of December 31, 2000, the Bank had obtained three advances from the
Federal Home Loan Bank of San Francisco (the "FHLB") totaling $25.0 million.
The following relates to these advances:
Fixed Rate
Maturity Amount of Interest
- -----------------------------------------
January 31, 2001 $10,000,000 5.19%
April 30, 2001 10,000,000 4.92%
July 15, 2002 5,000,000 5.61%
On July 30, 1997, the Company issued, through a public offering, $40 million
of 8.375% subordinated notes due August 1, 2007. Proceeds of $38.7 million,
net of underwriting discount of $1.3 million, were received by the Company.
The discount is amortized over the 10 year life of the subordinated notes. The
notes are not redeemable prior to August 1, 2002. Thereafter, the notes are
redeemable, in whole or in part, at the option of the Company at decreasing
redemption prices plus accrued interest to the date of redemption. The notes
have no sinking fund. The indenture (the "Indenture") under which the notes
are issued does not limit the ability of the Company or its subsidiaries to
incur additional indebtedness. The Indenture provides that the Company cannot
pay cash dividends or make any other distribution on, or purchase, redeem or
acquire its capital stock, except that the Company may (1) declare and pay a
dividend in capital stock of the Company and (2) declare and pay dividends,
purchase, redeem or otherwise acquire for value its capital stock or make
other distributions in cash or property other than capital stock of the
Company if the
87
amount of such dividend, purchase or distribution, together with the amount of
all previous such dividends, purchases, redemptions and distributions of
capital stock after December 31, 1996, would not exceed in the aggregate the
sum of (a) $38 million, plus (b) 100% of the Company's consolidated net income
(or minus 100% of the Company's consolidated net loss, as the case may be),
based upon audited consolidated financial statements, plus (c) 100% of the net
proceeds received by the Company on account of any capital stock issued by the
Company (other than to a subsidiary of the Company) after December 31, 1996.
As of December 31, 2000 and 1999, in the opinion of management, the Company
was in compliance with all the terms, conditions and provisions of the
Indenture.
NOTE 12 - INCOME TAXES
Income tax (benefit) expense in the accompanying consolidated statements of
income is comprised of the following:
Year Ended December 31,
- -----------------------------------------------------------------------------
(In Thousands) 2000 1999 1998
- -----------------------------------------------------------------------------
Current Taxes
Federal $12,974 $13,681 $ 7,609
State 5,167 4,764 2,983
------- -------- -------
Total 18,141 18,445 10,592
Deferred Taxes
Federal 3,233 143 3,422
State 1,326 (578) 1,136
------- -------- -------
Total 4,559 (435) 4,558
Taxes Credited to Stockholders' Equity for Exercise
of Stock Options 960 322 1,614
------- -------- -------
Total Provision for Income Taxes per Consolidated
Statements of Income $23,660 $18,332 $16,764
======= ======== =======
Deferred Taxes Charged/(Credited) to Shareholders'
Equity Related to Available for Sale Securities $13,187 $(7,339) $ 127
======= ======== =======
Tabulated below are the significant components of the net deferred tax asset
(liability) as of December 31, 2000 and 1999:
Year Ended December
31,
- -------------------------------------------------------------
(In Thousands) 2000 1999
- -------------------------------------------------------------
Components of the Deferred Tax Asset
Provision for Credit Losses $ 9,676 $ 8,584
California Franchise Taxes 2,777 2,110
Allowance for Other Real Estate Owned 409 1,382
Unrealized Net Loss on Securities - 6,005
Other 2,526 1,530
--------- ---------
Deferred Tax Asset 15,388 19,611
--------- ---------
Components of the Deferred Tax Liability
Leveraged Leases (16,601) (13,037)
Low Income Housing (3,994) (3,957)
Unrealized Net Gain on Securities (7,182) -
Other (3,097) (356)
--------- ---------
Deferred Tax Liability (30,874) (17,350)
--------- ---------
Net Deferred Tax (Liability) Asset $(15,486) $ 2,261
========= =========
The Company believes that all deferred tax assets will ultimately be
realized. In evaluating the reliability of its deferred tax assets, management
has considered income from future operations, the turnaround of deferred tax
liabilities and current and prior years' taxes paid.
88
A reconciliation of the statutory federal corporate income tax rate to the
effective income tax rate on consolidated income before income tax expense
follows:
Percent of Pre-
tax Earnings Year
Ended December
31,
---------------------------------------------------------------
2000 1999 1998
---------------------------------------------------------------
Statutory Federal Corporate Income Tax Rate 35.0% 35.0% 35.0%
State Tax, Net of Federal Income Tax Effect 6.8% 7.0% 6.6%
Increase (Decrease) Resulting from:
Low Income Housing Tax Credit -2.9% -4.1% -4.6%
Other, Net -0.8% 0.0% 0.3%
----- ----- -----
38.1% 37.9% 37.3%
===== ===== =====
The Company had a current income tax (receivable) payable of $(461,000) and
$5,465,000 as of December 31, 2000 and 1999.
NOTE 13 - EARNINGS PER SHARE
The following is the reconciliation of the numerators and denominators of
the basic and diluted earnings per share computations for the years as
indicated:
For the Year Ended 2000 For the Year Ended 1999
- ------------------------------------------------------------------------------------------------------------------
Income Per Share Income Per Share
(Dollars in Thousands, Except Per Share Amount) (Numerator) Shares Amount (Numerator) Shares Amount
- ------------------------------------------------------------------------------------------------------------------
Net Income $38,476 $29,988
------- -------
Basic EPS
Income available to common stockholders $38,476 11,554,000 $ 3.33 $29,988 12,430,000 $ 2.41
------- ---------- ------- ------- ---------- -------
Effect of Dilutive Securities
Options - common stock equivalent 259,000 (0.07) 242,000 (0.04)
---------- ------- ---------- -------
Diluted EPS
Income available to common stockholders
plus assumed conversions $38,476 11,813,000 $ 3.26 $29,988 12,672,000 $ 2.37
======= ========== ======= ======= ========== =======
For the Year Ended 1998
- ------------------------------------------------------------------------------------------------------------------
Income Per Share
(Dollars in Thousands, Except Per Share Amount) (Numerator) Shares Amount
- ------------------------------------------------------------------------------------------------------------------
Net Income $28,142
-----------
Basic EPS
Income available to common stockholders $28,142 14,049,000 $ 2.00
---------- ---------- ---------
Effect of Dilutive Securities
Options - common stock equivalent 296,000 (0.04)
---------- ---------
Diluted EPS
Income available to common stockholders
plus assumed conversions $28,142 14,345,000 $ 1.96
========== ========== =========
NOTE 14 - PENDING LITIGATION
Legal Action
In the normal course of business, the Company is subject to pending and
threatened legal actions. On March 2, 2001, the Company announced that General
Bank had received a tentative verbal ruling against it in commercial
litigation case for $2 million plus interest of approximately $0.4 million.
The Company has recorded the financial impact of this tentative ruling in the
financial statements for the year ended December 31, 2000. Management
considers that after reviewing pending actions with counsel, the outcome of
such actions, excluding the above, will not have a material adverse effect on
the financial condition or the results of operations of the Company.
NOTE 15 - EMPLOYEE BENEFIT PLANS
The Company adopted the 1999 Employee Stock Incentive Plan (the "Plan") as
of April 22, 1999.
The purpose of this plan, is to enable the Company and its subsidiaries to
attract, retain and motivate their employees, non-employee directors and
consultants by providing for or increasing the proprietary interests of such
employees, non-employee directors and consultants in the Company, and,
thereby, further align their interests with those of the shareholders of the
Company.
On January 26, 2000, the Company filed a Registration Statement on Form S-8
with the Securities and Exchange Commission (the "Commission") to register
89
2,484,120 shares (the "Shares") of the Registrant's Common Stock for issuance
pursuant to the Registrant's 1999 Employee Stock Incentive Plan (the "Plan"),
and such indeterminate number of shares as may become available under the Plan
as a result of the adjustment provisions thereof. The Shares include (i)
1,000,000 shares, including any shares issuable pursuant to that certain
Employment Agreement dated as of January 1, 1998, between the Registrant and
Li-Pei Wu ("Mr. Wu"), as amended, (ii) 343,020 shares currently available for
future awards under the Registrant's Amended and Restated 1988 Stock Option
Plan (the "Prior Plan") and (iii) up to 1,141,100 shares subject to awards
currently outstanding under the Prior Plan and which subsequently may be
forfeited, canceled, or expired without delivery of shares.
As of December 31, 2000, there were options outstanding that included three
different vestings as described below:
a) Options become vested over a four year period and include five vestings.
If an option expires without having been exercised, usually two years from
date of vesting, the unexercised shares are again available for future
grants.
b) Options become vested on the one year anniversary date of the grant and
are exercisable over a ten year period from date of grant. Options with
this vesting schedule are granted to non-employee directors.
c) Options become vested over a four year period and include five vestings.
All options expire on the sixth anniversary from date of grant.
As of December 31, 2000, authorized stock option shares were 3,640,000. As of
December 31, 2000 options available for future grant were 1,080,155.
A summary of stock option activity and related option prices for 2000, 1999
and 1998 follows:
Number of Weighted Average Range of Option
Shares Option Price Price Per Share
---------- ---------------- ---------------
Balance at January 1, 1998 864,400 $ 7.62 $6.59 - $ 15.75
- -------------------------------------------------------------------------
Granted 478,000 $29.49 $27.13 - $31.75
Exercised (187,200) $ 7.31 $ 6.59 - $15.75
Forfeited (16,400) $21.39 $ 6.75 - $29.25
Expired (400) $27.13 $27.13
Balance at December 31, 1998 1,138,400 $16.65 $ 6.59 - $31.75
- ---------------------------- ---------- ------ ---------------
Granted 164,500 $23.63 $23.00 - $25.88
Exercised (73,300) $ 9.06 $ 6.94 - $15.75
Forfeited (23,800) $24.66 $ 8.69 - $29.25
Expired (7,200) $28.54 $27.13 - $29.25
Balance at December 31, 1999 1,198,600 $17.85 $ 6.59 - $31.75
- ---------------------------- ---------- ------ ---------------
Granted 161,500 $19.32 $18.88 - $19.44
Exercised (161,250) $18.45 $ 6.75 - $31.75
Forfeited (10,600) $21.29 $14.25 - $27.13
Expired (45,000) $27.01 $14.25 - $29.25
Balance at December 31, 2000 1,143,250 $17.59 $ 6.59 - $31.75
============================ ========== ====== ===============
90
The following table indicated relevant information for all stock options
outstanding, as of December 31, 2000:
Weighted Average
Exercise Remaining Contractual
Shares Price Life (in Years)
--------- -------- ---------------------
476,000 $ 6.59 1.0
1,400 6.75 0.1
11,200 8.69 0.8
21,950 14.25 1.5
6,000 15.75 1.3
104,000 27.13 2.1
3,200 29.25 1.6
233,000 31.75 7.4
36,000 25.88 8.0
103,000 23.00 4.1
33,000 18.88 9.0
114,500 19.44 5.1
--------- ---------
Total 1,143,250 3.5 Years
========= =========
For purposes of the above table, contractual life is defined as the time
from balance sheet date to the expiration date of the option contract and may
include a period of time during which the option is not vested.
The following table indicates relevant information for all exercisable stock
options, as of December 31, 2000:
Exercise
Shares Price
------- --------
476,000 $ 6.59
1,400 6.75
11,200 8.69
8,750 14.25
4,000 15.75
25,600 27.13
1,600 29.25
233,000 31.75
36,000 25.88
32,300 23.00
17,300 19.44
-------
Total 847,150
=======
As of December 31, 2000, 1999 and 1998, exercisable options were 847,150,
891,400, and 597,400, shares respectively. The weighted average exercise price
for all exercisable stock options as of December 31, 2000 and 1999 was $16.03
and $16.02, respectively.
Employment Agreement
On February 19, 1998 Mr. Wu, Bancorp and the Bank entered into an employment
agreement having an effective date of January 1, 1998, (the "Agreement").
The Agreement provides for an employment term of five (5) years, commencing
January 1, 1998, and ending December 31, 2002. Pursuant to the Agreement, Mr.
Wu will serve as Chairman of the Board of Bancorp and the Bank throughout the
entire term of the Agreement, but he will serve as Chief Executive Officer of
Bancorp and the Bank only through December 31, 2000.
The Agreement provides for a base annual salary of $402,336, which amount
shall be adjusted on January 1 of each anniversary thereof, for a percentage
increase equal to three percent (3%) over the increase in the Consumer Price
Index.
The Agreement also provides for an annual incentive compensation award
payable to Mr. Wu, which is based upon a formula to be computed as follows:
(i) three percent (3%) of any amount by which the Bank's tax equivalent income
before taxes exceeds ten percent (10%) of the net equity of the Bank at the
beginning of that fiscal year but does not exceed fifteen percent (15%) of
such net equity; and (ii) four percent (4%) of any amount by which such income
exceeds fifteen percent (15%) of such net equity. In addition, Mr. Wu will be
entitled to receive from each Bancorp subsidiary (other than the Bank), if any
exists, an incentive compensation cash award computed in accordance with a
formula identical to the one described in the preceding sentence. The
aggregate incentive compensation cash award payable to Mr. Wu shall be subject
to the following maximum dollar limitations commencing with the fiscal year
ending December 31, 2000: (i) $1,500,000 for the fiscal year 2000; (ii)
$400,000 for the fiscal year 2001; and (iii) $400,000 for the fiscal year
2002.
Mr. Wu was granted non-qualified options under the 1988 Stock Option Plan to
purchase an aggregate of 924,000 shares of Common Stock of Bancorp at a price
of $6.59 per share. All such options have become exercisable and have been
exercised in part, with Mr. Wu now holding unexercised options to acquire
476,000 shares of Common Stock.
Under the Agreement, provided that Mr. Wu continues to be employed by the
Company through December 19, 2001, on such date Mr. Wu will be granted a non-
qualified stock option to purchase shares of GBC Common Stock equal to the
aggregate of the number of shares of GBC Common Stock that are covered by the
unexercised portion of Mr. Wu's December 19, 1991 non-qualified stock option
as of December 31, 2000 and/or the number of shares that had been previously
acquired by Mr. Wu by reason of exercising such non-qualified stock option and
which shares are held by
91
him as of December 31, 2000. The number of shares of GBC Common Stock subject
to the new non-qualified stock option will be equitably adjusted in the event
of any change to GBC Common Stock occurring as a result of any stock split,
stock dividend, reorganization or similar transaction. The exercise price
under such new option will be the fair market value of GBC Common Stock on the
date of grant and such option will vest immediately. The new option will be
exercisable until December 31, 2007; provided, that if Mr. Wu's employment
with the Company terminates prior to December 31, 2002, the exercise period
will only be three (3) months from such termination date, or, if Mr. Wu dies
or becomes disabled, the exercise period will be the earlier of one (1) year
from his death or disability or December 31, 2007.
The Agreement provides that commencing with the year ended December 31,
1999, Mr. Wu may elect in his discretion to receive up to one-half ( 1/2) of
his incentive compensation cash award for any fiscal year in shares of Bancorp
Common Stock. If Mr. Wu makes such an election he will receive as of the date
of such election GBC Common Stock equal in value (determined as of such
election date) to the portion of the cash award for which he elected to
receive GBC Common Stock. In addition, he will be awarded as of such election
date a vested, deferred contractual right to receive two (2) years later GBC
Common Stock equal in value to the sum of fifty percent (50%) in value of the
portion of the cash award for which he elected to receive GBC Common Stock
plus the value of dividends that would have been paid during the two (2) year
deferral period had such GBC Common Stock actually been granted to him on the
date of his election. The number of shares of GBC Common Stock subject to the
vested, deferred contractual right will be equitably adjusted in the event of
any change to GBC Common Stock occurring as a result of any stock split, stock
dividend, reorganization or similar transaction.
The Agreement further provides that during the first three (3) years of Mr.
Wu's employment thereunder, Bancorp shall grant to him a vested, deferred
contractual right to receive one share of Bancorp Common Stock for every
twenty (20) shares of Bancorp Common Stock acquired by him through exercise of
his non-qualified stock option, or acquired by reason of his election to
receive up to one-half ( 1/2) of his incentive compensation cash award for any
fiscal year in Bancorp Common Stock, excluding shares for which Mr. Wu has a
vested, deferred contractual right to receive, and/or of vested option shares
(even though not exercised) under his non-qualified stock option that are held
during the full term of the relevant fiscal year. The total number of shares
to be received by Mr. Wu shall not in the aggregate exceed 100,000, which
number is subject to equitable adjustment in the event of any change to GBC
Common Stock occurring as a result of any stock split, stock dividend,
reorganization or similar transaction. Such additional shares shall be granted
on the fifth (5th) anniversary of the first (1st) day of January following the
year with respect to which the contractual right to receive the additional
shares was awarded (together with a further number of shares equal in value to
the dividends that would have been paid on the additional shares during such
five (5) year deferral period).
Under the Agreement, at the expiration of its stated term on December 31,
2002 (other than for cause), Mr. Wu will be entitled to an annual retirement
benefit equal to fifty percent (50%) of the annual base salary he earned
during his final year of employment. This retirement benefit will be payable
in equal monthly installments over the five (5) years following the expiration
of the term of the Agreement.
The Agreement contains a noncompetition provision whereby Mr. Wu agrees not
to compete with the Company for a period of five (5) years following the date
of his termination of employment under the Agreement. In the event that Mr. Wu
fails to comply with such noncompetition provision, as of the date of such
failure to comply, (i) the new stock option granted to Mr. Wu on December 19,
2001, to the extent not yet exercised, or Mr. Wu's right to receive such
option if not yet granted, will expire or terminate, (ii) Mr. Wu will no
longer be entitled to the retirement benefit provided for under the Agreement,
to the extent not yet paid, and (iii) Mr. Wu will no longer be allowed
continued use of an office and automobile.
In the event of any merger or consolidation or acquisition of Bancorp or the
Bank, whereby Bancorp or the Bank is not the surviving entity, or another
entity or person acquires more than fifty (50%) of the outstanding Common
Stock of the Bank or Bancorp in one or more transactions, or the Bank or
Bancorp ceases to exist pursuant to any of such transactions (any of which
herein referred to as a "Triggering Event"), under the contingency stock
option granted pursuant to a prior agreement, provided Mr. Wu is then in the
employ of the Company, Mr. Wu shall have the right to purchase 242,000 shares
of Bancorp Common Stock at $1.86 per share, exercisable upon the execution of
an agreement or the application to any regulatory authority for approval of or
consent to any Triggering Event, such right to remain exercisable in whole or
in part until 45 days after the consummation of the Triggering Event. If any
Triggering Event is not consummated, such contingent option shall then not be
exercisable, but shall continue in full force and effect and be exercisable
upon the occurrence of any future Triggering Event.
92
Contingent Stock Option Plan
A contingent stock option plan issued at market is in effect which allows
certain key officers of the Bank to purchase up to an aggregate of 562,800
shares, as of December 31, 2000 of the Company's authorized but unissued
common stock at a price of $1.86 - $14.25 per share. The stock options may be
exercised by the optionee only in the event of certain triggering events, such
as a merger, sale or disposition of all of the assets by the Company, or the
Bank, or any similar event in which neither the Company nor the Bank is a
survivor. Each of the contingent stock options is for a term of indefinite
duration, provided, however, said options shall terminate upon the death of
the optionee or in the event the optionee ceases to be employed by the
Company. A summary of contingent stock option activity and related option
prices for 2000, 1999 and 1998 follows:
Range of
Number Weighted-Average Option Price
of Shares Option Price Per Share
--------- ---------------- --------------
Balance at January 1, 1998 574,900 $4.40 $1.86 - $14.25
-------------------------- -------- ----- --------------
Balance at December 31,
1998 574,900 $4.40 $1.86 - $14.25
-------------------------- -------- ----- --------------
Cancelled (12,100) $8.47 8.47
Balance at December 31,
1999 562,800 $4.31 $1.86 - $14.25
-------------------------- -------- ----- --------------
Balance at December 31,
2000 562,800 $4.31 $1.86 - $14.25
-------------------------- -------- ----- --------------
The following table indicates relevant information for all contingent stock
options outstanding, as of December 31, 2000:
Shares Exercise Price
------- --------------
242,000 $ 1.86
96,800 2.17
31,460 6.51
48,400 6.59
16,940 6.61
10,000 6.75
50,000 6.94
12,000 8.13
11,000 8.30
24,200 10.02
20,000 14.25
-------
Total 562,800
=======
The weighted average exercise price of all the contingent stock options
outstanding was $4.31, as of December 31, 2000 and 1999.
There were no contingent stock options that were exercisable as of December
31, 2000.
Pro Forma Net Income and Earnings Per Share
The Company applies APB Opinion No. 25 in accounting for its stock option
plans and, accordingly, no compensation cost has been recognized for the fair
value of the options granted in the consolidated financial statements. Had the
Company determined compensation cost based on the fair value at the grant date
for its stock options under SFAS No. 123, the Company's net income and
earnings per share ("EPS") would have been changed to the pro forma amounts
indicated below:
(In Thousands, Except Per
Share Data) 2000 1999 1998
- --------------------------------------------------
Net Income as Reported $38,476 $29,988 $28,142
Pro Forma Net Income $38,003 $29,555 $27,643
EPS as Reported - Basic $ 3.33 $ 2.41 $ 2.00
EPS as Reported - Diluted $ 3.26 $ 2.37 $ 1.96
Pro Forma EPS - Basic $ 3.29 $ 2.38 $ 1.97
Pro Forma EPS - Diluted $ 3.22 $ 2.33 $ 1.93
The Black-Scholes model was utilized for purposes of the option pricing. The
volatility of 34.3%, 30.60%, and 28.00% for the options granted in 2000, 1999
and 1998, respectively, was based on historical weekly closing prices and
historical annual dividend rates. The expected life of the options ranged from
1 month to 10 years. The dividend yield was 1.02%, 1.71% and 1.17% for 2000,
1999 and 1998, respectively. The risk-free interest rate which is based on the
treasury bill/note rate, was 5.2%, 6.2% and 5.0% for options granted during
2000, 1999 and 1998, respectively. The weighted average fair value at date of
grant for options granted during 2000, 1999 and 1998 was $4.25, $4.71, and
$5.50, respectively.
Pro forma net income only reflects the cost of options granted in 1995 and
thereafter. Therefore, the full impact of calculating compensation cost for
stock options under SFAS No. 123 is not reflected in the pro forma net income
amounts presented above for 1998. Pro forma net income
93
does not reflect options granted under the contingent stock option plan as the
options will become exercisable only upon the occurrence of certain triggering
events, the dates of which cannot be determined.
General Bank 401(k) Plan
In 1988, the Bank established a 401(k) Plan in which all employees of the
Bank may elect to enroll each January 1 or July 1 of every year provided that
they have been employed for at least one year prior to the semi-annual
enrollment date. Employees may contribute up to 15 percent of their annual
base salary up to limits established by the Internal Revenue Service with the
Company matching 100 percent of the employee's contribution up to 5 percent of
that employee's base salary. In 2000, 1999, and 1998, the Bank's contribution
amounted to $401,000, $342,000, and $240,000, respectively.
Executive Incentive Savings Plan
In 1992, the Board of Directors of the Bank authorized an Incentive Savings
Plan which replaced the Executive Deferred Compensation Plan established in
1988. Under the plan, if any bonus or profit sharing award is received during
the year by any vice president or any officer of the Bank ranking above such
position (including officers who are also directors), he or she is allowed to
set aside up to 30% of such bonus or profit sharing award received in the
payment year, and the Bank will contribute additional funds for each
participant to pay the federal income tax for the portion of the bonus or
award so set aside. This arrangement is tied to a paid-up life insurance
program having investment features and the participant has the right to choose
different investment vehicles for the investment of the portion of the bonus
or award set aside as described above. The Bank has contributed approximately
$583,000, $473,000, and $592,000 to this plan in 2000, 1999 and 1998,
respectively.
NOTE 16 - FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK
The consolidated balance sheets do not reflect various commitments relating
to financial instruments which are used in the normal course of business.
These instruments include commitments to extend credit and letters of credit.
Management does not anticipate that the settlement of these financial
instruments will have a material adverse effect on the financial condition or
the operations of the Company.
These financial instruments carry various degrees of credit and market risk.
Credit risk is defined as the possibility that a loss may occur from the
failure of another party to perform according to the terms of the contract.
Market risk is the possibility that future changes in the market price may
render less valuable a financial instrument.
The contractual amounts of commitments to extend credit and letters of
credit represent the amount of credit risk. Since many of the commitments and
letters of credit are expected to expire without being drawn upon, the
contractual amounts do not necessarily represent future cash requirements.
Commitments to extend credit are legally binding loan commitments with fixed
expiration dates. They are intended to be disbursed, subject to certain
conditions, upon request of the borrower. The Bank receives a fee for
providing a commitment. The Bank evaluates each customer's creditworthiness on
a case-by-case basis. The amount of collateral obtained, if deemed necessary,
by the Bank upon the extension of credit is based on management's evaluation.
Collateral held varies but may include accounts receivable, inventory,
property, equipment and real estate. As of December 31, 2000, the Company's
undisbursed loan commitments amounted to approximately $526.7 million, of
which $143.4 million related to construction loans. As of December 31, 1999,
the Company's undisbursed loan commitments amounted to approximately $458.5
million, of which $126.1 million related to construction loans. As of December
31, 2000 and 1999, $152.3 million and $134.8 million of loan commitments were
related to a program in which the Bank and various other minority-owned banks
participate for the granting of credit to large U.S. corporations, all of
which are rated A or better by one or both of the major rating services at the
time of entering into the commitment agreement. All of the commitments are for
one year or less. The Company does not anticipate funding in the majority of
instances.
In addition to loan commitments, the Company is also committed to meet
capital calls to the various partnership interests of GBC Venture Capital,
Inc. As of December 31, 2000 and 1999, these undisbursed commitments totaled
$8.5 million and $3.8 million, respectively. These amounts are included as
part of total undisbursed commitments.
Standby letters of credit are provided to customers to guarantee their
performance, generally in the production of goods and services or under
contractual commitments in the financial markets. Commercial letters of credit
are issued to customers to facilitate foreign or domestic trade transactions.
They represent a substitution of the Bank's credit for the customer's credit.
94
The following is a summary of various financial instruments with off-balance
sheet risk as of December 31, 2000 and 1999:
December 31,
- -----------------------------------------------
(In Thousands) 2000 1999
- -----------------------------------------------
Undisbursed Commitments $535,208 $462,333
Standby Letters of Credit 108,925 95,236
Bill of Lading Guarantees 1,118 632
Commercial Letters of Credit 70,154 84,002
As of December 31, 2000, undisbursed commitments of $535.2 million include
commitments to fund fixed-rate loans and adjustable-rate loans of $15.0
million and $511.7 million, respectively. As of December 31, 1999, undisbursed
commitments of $462.3 million include commitments to fund fixed-rate loans and
adjustable-rate loans of $8.4 million and $450.1 million, respectively.
NOTE 17 - DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS
The following methods and assumptions were used to estimate the fair value
of each class of financial instruments for which it is practicable to estimate
that value:
Cash and due from banks
The carrying amount of cash and due from banks is considered fair value.
Federal funds sold and securities purchased under agreements to resell
Outstanding amounts under these categories represented overnight
transactions as of December 31, 2000 and 1999 and are considered to be carried
at fair value.
Securities
For securities including securities held to maturity, for trading and
available for sale, fair values are based on quoted market prices or dealer
quotations. If a quoted market price is not available, fair value is estimated
using quoted market prices for similar securities.
Loans
Fair values are estimated for portfolios of loans with similar financial
characteristics. These portfolios were then segmented into fixed and
adjustable interest rate classifications.
Adjustable rate loans are considered to be carried at fair value.
The fair value of fixed rate loans was calculated by discounting scheduled
cash flows through the estimated maturity using estimated market discount
rates that reflect the credit and interest rate risk inherent in the loan.
The entire allowance for credit losses was applied to classified loans
including non-accruals. Accordingly, they are considered to be carried at fair
value as the allowance for credit losses represents the estimated discount for
credit risk for the applicable loans.
Assumptions regarding credit risk, cash flows, and discount rates are
judgmentally determined using available market information and specific
borrower information.
Warrants
The fair value of warrants that meet the criteria of a derivative instrument
were estimated at the individual warrant level by utilizing the Black-Scholes
model.
Deposit liabilities
The fair value of demand deposits, interest bearing demand, savings
accounts, and certain money market deposits is the amount payable on demand at
the reporting date. The fair value of fixed-maturity certificates of deposits
is estimated using the rates the Bank was offering as of December 31, 2000 and
1999 for deposits of similar remaining maturities.
Borrowings from the Federal Home Loan Bank
The fair value of borrowings from the Federal Home Loan Bank is estimated
using a discounted cash flow model.
Subordinated debt
Rates currently available to the Company for debt with similar terms and
remaining maturities are used to estimate the fair value of subordinated debt.
Accrued interest receivable/payable
Accrued interest receivable and accrued interest payable are considered to
be carried at fair value.
Off-Balance Sheet Financial Instruments
The fair value of commitments is estimated using the fees currently charged
to enter into similar agreements, taking into account the remaining terms of
the agreements and the present creditworthiness of the counterparties. For
fixed-rate loan commitments, fair value also considers the difference between
current levels of interest rates and the committed
95
rates. The fair value of guarantees and letters of credit is based on fees
currently charged for similar agreements or on the estimated cost to terminate
them or otherwise settle the obligations with the counterparties at the
reporting date.
The fair value disclosed hereinafter does not reflect any premium or
discount that could result from offering the instruments for sale. Potential
taxes and other expenses that would be incurred in an actual sale or
settlement are also not reflected in the amounts disclosed. The fair value
estimates are dependent upon subjective estimates of market conditions and
perceived risks of financial instruments at a point in time and involve
significant uncertainties resulting in variation in estimates with changes in
assumptions.
The estimated fair values of the Company's financial instruments are as
follows:
2000 1999
- -----------------------------------------------------------------------------
Carrying Fair Carrying Fair
(In Thousands) Amount Value Amount Value
- -----------------------------------------------------------------------------
Financial Assets:
Cash and Due from Banks $ 40,306 $ 40,306 $ 26,120 $ 26,120
Federal Funds Sold & Securities
Purchased Under Agreement to
Resell 75,000 75,000 80,000 80,000
Securities Available for Sale 855,383 855,383 683,017 683,017
Securities Held to Maturity 1,025 968 1,300 1,241
Trading Securities 4,637 4,637 1,114 1,114
Warrants - 1,857 - -
Loans, net 945,512 928,296 902,000 881,398
Accrued Interest Receivable 13,181 13,181 9,853 9,853
Financial Liabilities:
Deposits 1,674,569 1,675,037 1,490,811 1,490,443
Borrowings from the Federal Home
Loan Bank 25,000 24,994 50,000 49,173
Subordinated Debt 39,138 31,938 39,007 37,007
Accrued Interest Payable 4,281 4,281 4,076 4,076
2000 1999
- -----------------------------------------------------------------------------
Contract Fair Contract Fair
(In Thousands) Amount Value Amount Value
- -----------------------------------------------------------------------------
Off-balance Sheet
Financial Instruments:
Commercial Letters of Credit $ 70,154 $ 175 $ 84,002 $ 210
Standby Letters of Credit 108,925 1,841 95,236 1,251
Bill of Lading Guarantees 1,118 4 632 2
Commitments to Extend Credit 535,208 4,693 462,333 3,566
96
NOTE 18 - CONDENSED FINANCIAL INFORMATION OF GBC BANCORP (PARENT COMPANY)
Condensed balance sheets as of December 31, 2000 and 1999 follow:
December 31,
- ----------------------------------------------------------------------------
(Dollars in Thousands) 2000 1999
- ----------------------------------------------------------------------------
Assets
Due From Bank Subsidiary $ 890 $ 848
Investment in Subsidiaries 221,270 163,264
Advance to Bank Subsidiary 2,900 7,000
Other Assets 3,730 2,677
-------- ---------
Total Assets $228,790 $173,789
======== =========
Liabilities and Stockholders' Equity
Dividends Payable $ 1,163 $ 1,037
Other Liabilities 707 707
Subordinated Debt 39,138 39,007
-------- ---------
Total Liabilities 41,008 40,751
Stockholders' Equity
Common stock, no par value or stated value; 40,000,000
shares authorized; 11,628,734 and 11,523,019 shares
outstanding at December 31, 2000 and 1999, respectively 63,625 57,289
Retained Earnings 114,257 84,035
Accumulated Other Comprehensive Income (Loss) 9,900 (8,286)
-------- ---------
Total Stockholders' Equity 187,782 133,038
-------- ---------
Total Liabilities and Stockholders' Equity $228,790 $173,789
======== =========
Condensed statements of income for the years ended December 31, 2000, 1999
and 1998 follow:
For the Year Ended
December 31,
- ----------------------------------------------------------------------------
(In Thousands) 2000 1999 1998
- ----------------------------------------------------------------------------
Interest Income from Bank Subsidiary $ 333 $ 1,058 $ 2,583
Dividends Received from Bank 17,012 20,034 4,213
-------- -------- --------
Total Income 17,345 21,092 6,796
Interest Expense 3,481 3,481 3,481
Non-Interest Expense 196 135 139
-------- -------- --------
Total Expense 3,677 3,616 3,620
Income Before Income Taxes 13,668 17,476 3,176
Benefit for Income Taxes (1,406) (1,075) (436)
-------- -------- --------
Income Before Equity in Undistributed
Earnings of Subsidiaries 15,074 18,551 3,612
Equity in Undistributed Earnings of Subsidiaries 23,402 11,437 24,530
-------- -------- --------
Net Income $38,476 $29,988 $28,142
======== ======== ========
97
Condensed statements of cash flows for the years ended December 31, 2000,
1999, and 1998 follow:
For the Year Ended December 31,
- ------------------------------------------------------------------------------
(In Thousands) 2000 1999 1998
- ------------------------------------------------------------------------------
Operating Activities
Net Income $ 38,476 $ 29,988 $ 28,142
Adjustments to Reconcile Net Income to Net
Cash Provided by
Operating Activities:
Accretion of Discount on Subordinated Debt 131 131 131
Net (Increase) Decrease in Other Assets (91) 1,088 2,883
Equity in Undistributed Earnings of Sub-
sidiaries (23,402) (11,437) (24,530)
Net Decrease in Other Liabilities - (13) (1)
---------- ---------- ----------
Net Cash Provided by Operating Activities 15,114 19,757 6,625
---------- ---------- ----------
Investing Activities
Net (Increase) Decrease of Investment in
Subsidiaries (12,329) 31,058 5,400
---------- ---------- ----------
Net Cash (Used in) Provided by Investing
Activities (12,329) 31,058 5,400
---------- ---------- ----------
Financing Activities
Cash Dividends Paid (4,387) (4,025) (4,024)
Proceeds from Exercise of Stock Options and
Issuance of Stock 5,376 664 1,375
Payment to Repurchase Common Stock (3,732) (46,817) (10,386)
---------- ---------- ----------
Net Cash Used in Financing Activities (2,743) (50,178) (13,035)
---------- ---------- ----------
Net Change in Due from Bank 42 637 (1,010)
Due from Bank at Beginning of Year 848 211 1,221
---------- ---------- ----------
Due from Bank at End of Year $ 890 $ 848 $ 211
========== ========== ==========
Supplemental Disclosures of Cash Flow Infor-
mation
Cash Paid (Received) During the Year for:
Interest $ 3,350 $ 3,350 $ 3,350
Income Tax Refunds $ (1,075) $ (436) $ (394)
NOTE 19 - REGULATORY MATTERS
The Bank is subject to various regulatory capital requirements imposed by
the federal banking agencies. Failure to meet minimum capital requirements can
initiate certain mandatory- and possibly additional discretionary - actions
by regulators that, if undertaken, could have a direct material effect on the
Bank's financial statements. Under capital adequacy guidelines and the
regulatory framework for prompt corrective action, the Bank must meet specific
capital guidelines that involve quantitative measures of the Bank's assets,
liabilities, and certain off-balance sheet items as calculated under
regulatory accounting practices. The Bank's capital amounts and classification
are also subject to qualitative judgments by the regulators about components,
risk weightings, and other factors.
Qualitative measures established by regulation to ensure capital adequacy
require the Bank to maintain minimum amounts and ratios of total and Tier 1
capital to risk-weighted assets, and of Tier 1 capital to average assets.
Management believes, as of December 31, 2000, that the Bank meets all
capital adequacy requirements to which it is subjected.
As of December 31, 2000 and 1999, the most recent notification from the
Federal Deposit Insurance Corporation categorized the Bank as well capitalized
under the regulatory framework for prompt corrective action. To be categorized
as well capitalized, the Bank must maintain minimum total risk-based, Tier 1
risk-based and Tier 1 leverage ratios as set forth in the table below. There
are no conditions or events since the most recent notification that management
believes would change the institution's category.
98
A "well capitalized" institution is one with capital ratios as shown in the
following table. As of December 31, 2000, Tier 1 risk based capital, total
risk based and leverage ratios for both the Company and the Bank exceeded the
"well capitalized" ratio requirements as follows:
Minimum Well
GBC Bancorp General Bank Regulatory Capitalized
(In Thousands) Amount Ratio Amount Ratio Requirements Requirements
- -------------------------------------------------------------------------
Tier 1 $177,876 10.23% $190,227 11.13% 4% 6%
Total $239,088 13.75% $209,652 12.26% 8% 10%
Leverage Ratio $177,876 8.96% $190,227 9.63% 4% 5%
As of December 31, 1999, Tier 1 risk based capital, total risk based capital
and leverage ratios for both the Company and the Bank exceeded the "well
capitalized" ratio requirements as follows:
Minimum Well
GBC Bancorp General Bank Regulatory Capitalized
(In Thousands) Amount Ratio Amount Ratio Requirements Requirements
- -------------------------------------------------------------------------
Tier 1 $141,257 9.07% $167,554 10.82% 4% 6%
Total $199,726 12.83% $186,925 12.07% 8% 10%
Leverage Ratio $141,257 8.06% $167,554 9.58% 4% 5%
The Financial Code of the State of California provides that dividends paid
by the Bank in any one year may not exceed the lesser of the Bank's undivided
profits or the net income for the prior three years, less cash distributions
to stockholders during such period. As of December 31, 2000, approximately
$51.5 million of undivided profits of the Bank are available for dividends to
the Company, subject to the subordinated debt covenant restrictions.
NOTE 20 - OTHER NON-INTEREST EXPENSE
Components of other non-interest expense in excess of 1% of the sum of total
interest income and non-interest income for each period were as follows:
(In Thousands) 2000 1999 1998
- ----------------------------------------------------------------
Office Supplies and Communication Expense $ 1,730 $1,644 $1,522
Professional Services Expense 1,933 1,592 1,606
FDIC Assessment Expense 317 163 159
Real Estate Investment Expense 1,697 1,512 1,329
Litigation Expense 2,410 49 -
Other 2,053 2,212 2,222
------- ------ ------
Total $10,140 $7,172 $6,838
======= ====== ======
99
NOTE 21 - QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
Three Months Ended in 2000
(In Thousands, except Per
Share Data) March 31 June 30 Sept. 30 Dec. 31
- ----------------------------------------------------------------
Interest Income $35,758 $41,870 $42,065 $43,428
Interest Expense 16,092 18,347 19,858 20,382
Net Interest Income 19,666 23,523 22,207 23,046
Provision for Credit Losses - (1,500) 1,000 1,700
Income Before Income Taxes 17,628 21,177 16,306 7,025
Net Income 10,848 12,877 10,072 4,679
Earnings Per Share - Basic 0.94 1.12 0.87 0.40
Earnings Per Share - Diluted 0.92 1.10 0.85 0.39
Three Months Ended in 1999
(In Thousands, except Per
Share Data) March 31 June 30 Sept. 30 Dec. 31
- ----------------------------------------------------------------
Interest Income $31,154 $31,303 $33,119 $34,685
Interest Expense 13,427 13,733 14,273 14,850
Net Interest Income 17,727 17,570 18,846 19,835
Provision for Credit Losses 1,500 500 1,500 -
Income Before Income Taxes 10,484 11,232 12,076 14,528
Net Income 6,565 7,016 7,492 8,915
Earnings Per Share - Basic 0.48 0.54 0.64 0.77
Earnings Per Share - Diluted 0.47 0.53 0.62 0.76
100
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of GBC Bancorp and Subsidiaries
Los Angeles, California
We have audited the accompanying consolidated balance sheets of GBC Bancorp
and subsidiaries (the "Company") as of December 31, 2000 and 1999, and the
related consolidated statements of income, changes in stockholders' equity,
and cash flows for each of the three years in the period ended December 31,
2000. These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
consolidated 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. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of the Company as of December 31,
2000 and 1999, and the results of its operations and its cash flows for each
of the three years in the period ended December 31, 2000, in conformity with
accounting principles generally accepted in the United States of America.
Deloitte & Touche llp
Los Angeles, California
January 19, 2001
(March 2, 2001 as to Note 14)
101
Exhibit 21
Subsidiaries of GBC Bancorp State of Incorporation
- --------------------------- ----------------------
General Bank California
GBC Venture Capital, Inc. California
Subsidiaries of General Bank
- ----------------------------
GBC Investment & Consulting Company, Inc. California
GBC Insurance Services, Inc. California
GBC Leasing Company, Inc. California
GBC Real Estate Investments, Inc. California
102