-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ADmRoavjpBN3BsseKIzE/Pd9HuQuWFl21bLD6uePulHfjefKEcygtW9LZtArGvSt Q66tUuwlYtrQMIXXnMXogg== 0000950005-04-000043.txt : 20040129 0000950005-04-000043.hdr.sgml : 20040129 20040129155124 ACCESSION NUMBER: 0000950005-04-000043 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040129 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040129 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTH BAY BANCORP/CA CENTRAL INDEX KEY: 0001102595 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 680434802 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-31080 FILM NUMBER: 04552474 BUSINESS ADDRESS: STREET 1: 1500 SOSCOL AVE CITY: NAPA STATE: CA ZIP: 94559 BUSINESS PHONE: 7072578500 MAIL ADDRESS: STREET 1: 1500 SOSCOL AVE CITY: NAPA STATE: CA ZIP: 94559 8-K 1 p18118_8-k.txt CURRENT REPORT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 29, 2004 ---------------- NORTH BAY BANCORP - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) California 0-31080 68-0434802 - ------------------------------- ----------------- ----------------------------- (State or other jurisdiction of (Commission (IRS Employer incorporation) File Number) Identification No.) 1180 Airport Road, Suite 101, Napa, California 94558 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (707) 257-8585 ----------------- N/A - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Item 7. Financial Statements and Exhibits. (b) Exhibits 99.1 Press release dated January 29, 2004 announcing an adjustment to North Bay Bancorp's 2003 tax accrual rates based upon a recent announcement by the California Franchise Tax Board. Item 9. Regulation FD Disclosure and Item 12. Results of Operations and Financial Condition. On January 29, 2004, North Bay Bancorp issued a press release announcing an adjustment to its 2003 tax accrual rates based upon a recent announcement by the California Franchise Tax Board. A copy of the press release is attached to this Current Report as Exhibit 99.1 and incorporated into this report by reference. The information in this Current Report shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: January 29, 2004 NORTH BAY BANCORP /s/ Terry L. Robinson ----------------------------------------------- Terry L. Robinson, President and Chief Executive Officer (Principal Executive Officer) 3 EX-99.1 3 p18118_ex99-1.txt PRESS RELEASE Exhibit 99.1 - -------------------------------------------------------------------------------- NEWS RELEASE - -------------------------------------------------------------------------------- For Immediate Release Contact: Terry L. Robinson President & CEO North Bay Bancorp trobinson@northbaybancorp.com 707-252 5024 NORTH BAY BANCORP ADJUSTS 2003 TAX ACCRUAL RATES BASED ON RECENT ANNOUNCEMENT BY CALIFORNIA FRANCHISE TAX BOARD 2003 RESULTS REMAIN ON TRACK TO SURPASS 2002 RECORD LEVELS Napa, CA - January 29, 2004 - North Bay Bancorp (Nasdaq: NBAN), holding company for The Vintage Bank and Solano Bank, today announced it will increase its provision for income taxes for 2003 due to a recent announcement by the California Franchise Tax Board regarding its position on the tax treatment of certain real estate investment vehicles. As a result, the Company's 2003 net income will be reduced by approximately $386,000, or $0.17 per share. Net income for 2003 is still expected to exceed 2002 record levels. In 2003, the Company's provision for income taxes included a California state tax benefit for a real estate investment trust (REIT) formed in January of 2003. Recently, the California Franchise Tax Board made an announcement calling into question the tax benefits associated with REIT's. North Bay will adjust its tax accrual rate to 33.3% for 2003, compared to 35.0% in 2002. In the first nine months of 2003, including the REIT tax benefits, the Company's previously reported tax provision was 28.2% of pre-tax income compared to 34.8% of pretax income in the first nine months of 2002. The Company did not record any REIT tax benefits in 2002. "In early February, we expect to report record 2003 profits, despite this change in our tax accrual rates," said Terry Robinson, President & CEO. "Preliminary analysis of our 2003 results show double digit growth in earnings reflecting strong loan growth and stellar asset quality." About North Bay Bancorp North Bay Bancorp is the parent company of two community banks in the North Bay Region of Northern California--The Vintage Bank based in Napa County and Solano Bank based in Solano County. Both subsidiaries are full service commercial banks offering a wide selection of deposit, loan and investment services to local consumers and small business customers. Each bank has a separate board of directors composed of local business and community leaders. 4 The Vintage Bank, which opened for business in 1985, currently operates five banking offices in Napa County, Northern California's number one tourist destination and the nation's premier wine producing region. The Bank's main office and two branch offices are located in the City of Napa. Vintage also has a branch in the City of St. Helena and a branch on Airport Road in the Southern industrial area of Napa County. Solano Bank, which opened in July 2000, operates offices in the primary cities along the I-80 corridor of Solano County. The Bank's main office is located in Vacaville, with branch offices in Fairfield, Vallejo and Benicia. This region, projected to be the fastest growing county in Northern California through year 2020, is attracting growth with a quality lifestyle, affordable housing and business-friendly attitudes. - -------------------------------------------------------------------------------- This news release contains forward-looking statements with respect to the financial condition, results of operation and business of North Bay Bancorp and its subsidiaries. These include, but are not limited to, statements that relate to or are dependent on estimates or assumptions relating to tax laws and the interpretation thereof. These forward-looking statements involve certain risks and uncertainties. Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include, among others: changes in California and US tax laws and the treatment of tax-favored investments, and the finalization of the company's year-end results and changes during the review process; and other risks detailed in the North Bay Bancorp reports filed with the Securities and Exchange Commission. 5 -----END PRIVACY-ENHANCED MESSAGE-----