-----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, RkZ5PlPTSbcgi4J0kV5jxcc4rl8EMoKix2tjxQ6rVSuN7hHj0YruaJxrTwatnUiZ QG8zzAxYGq1p4WNjSpWDgw== 0000950005-05-000698.txt : 20051028 0000950005-05-000698.hdr.sgml : 20051028 20051027214602 ACCESSION NUMBER: 0000950005-05-000698 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051026 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051028 DATE AS OF CHANGE: 20051027 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: 051161241 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 p19548_8k.txt CURRENT REPORT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 F O R M 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) October 26, 2005 ----------------------- NORTH BAY BANCORP - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) California 0-31080 68-0434802 - ------------------------------- ------------------------ ----------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 1190 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) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c)) Item 2.02. Results of Operations and Financial Condition --------------------------------------------- Earnings Release. On October 26, 2005, North Bay Bancorp issued a press release announcing its earnings for the nine months and quarter ended September 30, 2005. A copy of the press release is attached to this Current Report as Exhibit 99.1 and incorporated into this report by reference. Item 9.01. Financial Statements and Exhibits. ---------------------------------- (c) Exhibits. 99.1 Press release announcing earnings for the nine months and quarter ended September 30, 2005. 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: October 27, 2005 NORTH BAY BANCORP /s/ Terry L. Robinson ----------------------------------------------- Terry L. Robinson, President and Chief Executive Officer (Principal Executive Officer) 3 EX-99 2 p19548_ex99.txt PRESS RELEASE North Bay Bancorp Logo Contact: Terry L. Robinson, President & CEO trobinson@northbaybancorp.com 707-252-5024 NORTH BAY BANCORP'S THIRD QUARTER PROFITS INCREASE 45%, LOAN PORTFOLIO GROWS 11% AND CORE DEPOSITS INCREASE 16% Napa, CA - October 26, 2005 - North Bay Bancorp (Nasdaq: NBAN), holding company for The Vintage Bank and its Solano Bank division, today announced profits grew 45% in the third quarter of 2005. Total assets grew 14% compared with the third quarter of 2004, with 11% growth in the loan portfolio and a 16% increase in core deposits from previous year levels. Net income totaled $1.8 million, or $0.45 per diluted share in the third quarter, compared to $1.3 million, or $0.32 per diluted share in the third quarter of 2004. For the first nine months of 2005, net income grew 39% to $4.9 million, or $1.23 per diluted share, compared to $3.5 million, or $0.89 per diluted share in the first nine months of 2004. "Our third quarter results evidence the success of our plan to improve efficiency and profitability. We are exceeding our goal for profit growth despite significant costs being incurred in association with SOX Section 404 compliance. Our strong net interest margin, reflecting our outstanding core deposit base, is key to this growth in profitability," commented Terry Robinson, President and CEO. Robinson added, "Non-recurring costs of services associated with implementing Sarbanes-Oxley Section 404 compliance will continue to adversely impact earnings through the remainder of 2005." Third Quarter 2005 Financial Review and Operating Highlights (quarter ended 9/30/05 compared to 9/30/04) o Net income increased 45% to $1.8 million. o Pre-tax income rose 47% to $2.9 million. o Earnings per diluted share increased 41% to $0.45. o Revenues, excluding securities gains, increased 24% to $8.5 million. o Total loans grew 11% to $400 million. o Asset quality remained exemplary with no nonperforming assets at quarter end. Operating Results Revenues, consisting of net interest income before the provision for loan losses and non-interest income excluding securities gains, increased 24% to $8.5 million in the third quarter of 2005 from $6.8 million in the third quarter of 2004. In the first nine months of 2005, revenues increased 22% to $24.0 million from $19.6 million in the like period of 2004. Net interest income increased 27% to $7.4 million in the third quarter of 2005 compared to $5.8 million in the third quarter of 2004, with interest income growing 30% and interest expense up 47%. In the first nine months of 2005, net interest income rose 26% to $21.0 million from $16.7 million in the first nine months of 2004. Although there are no nonperforming loans, the third quarter provision for loan losses increased to $300,000 from $180,000 in the third quarter of last year to support growth in the overall loan portfolio. Year-to-date, the loan loss provision increased to $715,000 from $540,000 in the first nine months of 2004. Third quarter net interest income after the provision for loan losses increased 26% to $7.1 million compared to $5.7 million in the third quarter of 2004 and grew 26% to $20.3 million in the first nine months of the year from $16.1 million in the like period of 2004. The net interest margin increased to 5.30% in the third quarter from 4.95% in the third quarter of 2004. In the first nine months of 2005, the net interest margin was 5.43% compared with 4.9% in 2004. The improved margin is attributed to a higher loan-to-deposit ratio, increased yields from variable rate loans, an improved deposit mix and prudent management of rates paid on deposits. Non-interest income, excluding securities gains, increased 4% to $1.0 million in the third quarter of 2005 from the previous year's third quarter. Year-to-date, non-interest income decreased 6.9% to $3.0 million from $3.2 million in 2004. NBAN 3Q05 Profits Up 45% October 26, 2005 Page 2 of 3 Non-interest expenses in the third quarter of 2005 increased 12% to $5.2 million from $4.7 million in the third quarter of 2004. In the first nine months of 2005, operating expenses increased 11% to $15.4 million from $13.8 million in the like period of 2004. The percentage increase in expenses is significantly less than the comparable increase in revenues primarily due to a modest percentage increase in salaries and benefits resulting from maintaining full-time equivalent employee levels very close to previous year levels. This benefit was partially offset by significant increases in consulting and audit fees relating to the Company's requirement for Sarbanes-Oxley Section 404 compliance in 2005. The tax equivalent efficiency ratio in the third quarter improved to 60.83% compared to 67.15% in the third quarter last year, while the year-to-date ratio improved to 63.33% from 68.30% in the first nine months of 2004. The efficiency ratio measures non-interest expenses as a percent of revenues. Pre-tax Income increased 47% in the third quarter of 2005 to $2.9 million from $2.0 million the third quarter of 2004. Pre-tax income rose 43% in the first nine months of the year to $7.9 million from $5.5 million in the like period of 2004. Income taxes increased in the third quarter of 2005 reflecting higher earnings. The tax provision increased to $1.1 million, or 38% of third quarter pre-tax income, compared to $750,000, or 37.5% of third quarter pre-tax income a year ago. For the first nine months of 2005, the provision for income tax was $3.0 million, or 38% of pre-tax income, compared to $2.0 million, or 37% of pre-tax income in the first nine months of 2004. The increase in the effective tax rate in 2005 compared with 2004 was due to a declining level of municipal bonds earning interest exempt from federal income tax. Earnings ratios improved with return on equity and return on assets up for the third quarter and first nine months of 2005. North Bay generated a return on average equity of 14.96% and 13.88% in the third quarter and first nine months 2005, respectively, compared with 11.86% and 11.58%, respectively, in the comparable periods of 2004. Return on average assets was 1.17% in the third quarter and 1.11% in the first nine months of 2005 compared with 0.92% in both corresponding periods of 2004. Balance Sheet - ------------- Total assets were $630 million as of September 30, 2005, a 14% increase from September 30, 2004 and a 12% increase from December 31, 2004. Deposits grew 15% during the previous twelve months to $547 million and 13% from year-end 2004, with demand deposits growing 30% from September 30, 2004 and 31% from year-end 2004. Loans, net of the allowance for loan losses, were $393 million as of September 30, 2005, an 11% increase from September 30, 2004 and a 5% increase from year-end 2004. Book value per share at the end of the third quarter was $12.60 compared to $11.18 per share as of September 30, 2004, an increase of 12.7%. Asset quality remains excellent with no nonperforming loans as of September 30, 2005. The allowance for loan and lease losses was $4.8 million, or 1.22% of loans outstanding at quarter end, compared to $4.0 million or 1.13% of loans outstanding at the end of the third quarter of 2004. Net charge-offs year-to-date were $19,000 compared to $24,000 charged off in the like period of 2004. ABOUT NORTH BAY BANCORP - ----------------------- North Bay Bancorp is the holding company for The Vintage Bank in Napa County and its Solano Bank division in Solano County. This full service commercial bank offers a wide selection of deposit, loan and investment services to local consumers and small business customers. The Vintage Bank opened for business in 1985 and operates six banking offices in Napa County, Northern California's number one tourist destination and the nation's premier wine producing region. The main office and two branch offices are located in the City of Napa. The Vintage Bank also has branches in the cities of St. Helena and American Canyon and on Airport Road in the Southern industrial area of Napa County as well as an off-site ATM facility in Yountville. Solano Bank, a division of The Vintage Bank, launched in July 2000, has offices in the primary cities along the I-80 corridor of Solano County, including Vacaville, Fairfield, Vallejo and Benicia and an off-site ATM facility in downtown Fairfield. Solano County is projected to be the fastest growing county in Northern California through year 2020 and is attracting people with a quality lifestyle, affordable housing and business-friendly attitudes. NBAN 3Q05 Profits Up 45% October 26, 2005 Page 3 of 3 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 the prospects of loan growth, credit quality and certain operating efficiencies resulting from the operations of The Vintage Bank and its Solano Bank division. 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, the following possibilities: (1) competitive pressure among financial services companies increases significantly; (2) changes in the interest rate environment reduce interest margins; (3) general economic conditions, internationally, nationally or in the State of California are less favorable than expected; (4) legislation or regulatory requirements or changes adversely affect the business in which the combined organization will be engaged; and (5) other risks detailed in the North Bay Bancorp reports filed with the Securities and Exchange Commission. NORTH BAY BANCORP
CONSOLIDATED INCOME STATEMENT 3-Month Period Ended: 9-Month Period Ended: (in $000's, unaudited) 9/30/2005 9/30/2004 % Change 9/30/2005 9/30/2004 % Change - ---------------------- --------- --------- -------- --------- --------- -------- Interest Income $ 8,847 $ 6,822 29.7% $ 24,668 $ 19,180 28.6% Interest Expense 1,415 961 47.2% 3,638 2,508 45.1% ---------- ---------- ---------- ---------- Net Interest Income 7,432 5,861 26.8% 21,030 16,672 26.1% Provision for Loan & Lease Losses 300 180 66.7% 715 540 32.4% ---------- ---------- ---------- ---------- Net Interest Income after Loan Loss Provision 7,132 5,681 25.5% 20,315 16,132 25.9% Service Charges 540 564 -4.3% 1,579 1,684 -6.2% Loan Sale & Servicing Income 11 16 -31.3% 23 35 -34.3% Bank Owned Life Insurance Income 88 88 0.0% 263 280 -6.1% Other Non-Interest Income 388 318 22.0% 1,140 968 17.8% Gain on Investments -- -- -- 262 -100.0% ---------- ---------- ---------- ---------- Total Non-Interest Income 1,027 986 4.2% 3,005 3,229 -6.9% Salaries & Benefits 2,763 2,566 7.7% 8,221 7,633 7.7% Occupancy Expense 477 369 29.3% 1,317 1,080 21.9% Equipment Expense 487 502 -3.0% 1,566 1,509 3.8% Other Non-Interest Expenses 1,484 1,230 20.7% 4,315 3,613 19.4% ---------- ---------- ---------- ---------- Total Non-Interest Expenses 5,211 4,667 11.7% 15,419 13,835 11.4% Income Before Taxes 2,948 2,000 47.4% 7,901 5,526 43.0% Provision for Income Taxes 1,131 750 50.8% 3,036 2,034 49.3% ---------- ---------- ---------- ---------- Net Income $ 1,817 $ 1,250 45.4% $ 4,865 $ 3,492 39.3% ========== ========== ========== ========== TAX DATA Tax-Exempt Muni Income $ 121 $ 113 7.1% $ 340 $ 409 -16.9% Tax-Exempt BOLI Income $ 88 $ 88 0.0% $ 263 $ 280 -6.1% Interest Income - Fully Tax Equivalent $ 8,885 $ 6,859 29.5% $ 24,783 $ 19,313 28.3% NET CHARGE-OFFS (RECOVERIES) $ 9 $ (78) NM $ 19 $ 24 NM PER SHARE DATA 3-Month Period Ended: 9-Month Period Ended: (unaudited) 9/30/2005 9/30/2004 % Change 9/30/2005 9/30/2004 % Change - ----------- --------- --------- -------- --------- --------- -------- Basic Earnings per Share $ 0.47 $ 0.33 42.4% $ 1.26 $ 0.92 37.0% Diluted Earnings per Share $ 0.45 $ 0.32 40.6% $ 1.21 $ 0.89 36.0% Common Dividends $ 0.00 $ 0.00 $ 0.15 $ 0.13 15.4% Wtd. Avg. Shares Outstanding 3,888,998 3,820,591 3,854,216 3,796,906 Wtd. Avg. Diluted Shares 4,060,596 3,924,053 4,025,905 3,915,404 Book Value per Share (EOP) $ 12.60 $ 11.18 12.7% $ 12.60 $ 11.18 12.7% Common Shares Outstanding. (EOP) 3,897,504 3,822,150 3,897,504 3,822,150 KEY FINANCIAL RATIOS 3-Month Period Ended: 9-Month Period Ended: (unaudited) 9/30/2005 9/30/2004 9/30/2005 9/30/2004 - ----------- --------- --------- --------- --------- Return on Average Equity 14.96% 11.86% 13.88% 11.58% Return on Average Assets 1.17% 0.92% 1.11% 0.92% Net Interest Margin (Tax-Equivalent) 5.30% 4.95% 5.43% 4.98% Efficiency Ratio (Tax-Equivalent) 60.83% 67.15% 63.33% 68.30% AVERAGE BALANCES 3-Month Period Ended: 9-Month Period Ended: (in $000's, unaudited) 9/30/2005 9/30/2004 % Change 9/30/2005 9/30/2004 % Change - ---------------------- --------- --------- -------- --------- --------- -------- Average Assets $ 619,442 $ 539,578 14.8% $ 586,794 $ 506,018 16.0% Average Earning Assets $ 565,561 $ 477,054 18.6% $ 532,593 $ 449,495 18.5% Average Gross Loans & Leases $ 407,741 $ 369,384 10.4% $ 400,634 $ 342,515 17.0% Average Deposits $ 537,539 $ 464,629 15.7% $ 506,409 $ 439,995 15.1% Average Equity $ 48,319 $ 41,936 15.2% $ 46,809 $ 40,278 16.2%
STATEMENT OF CONDITION End of Period: (in $000's, unaudited) 9/30/2005 12/31/2004 9/30/2004 9-Month chg Annual Chg - ---------------------- --------- ---------- --------- ----------- ---------- ASSETS Cash and Due from Banks $ 31,048 $ 27,342 $ 42,626 13.6% -27.2% Securities and Fed Funds Sold 180,248 132,348 110,856 36.2% 62.6% Commercial & Industrial 78,829 67,172 60,828 17.4% 29.6% Commercial Secured by Real Estate 251,872 241,361 230,610 4.4% 9.2% Real Estate 4,422 6,613 6,743 -33.1% -34.4% Construction 25,416 27,762 25,841 -8.5% -1.6% Consumer 38,643 36,343 35,889 6.3% 7.7% Gross Loans & Leases 399,182 379,251 359,911 5.3% 10.9% Deferred Loan Fees (1,473) (1,485) (1,468) -0.8% 0.3% Loans & Leases Net of Deferred Fees 397,709 377,766 358,443 5.3% 11.0% Allowance for Loan & Lease Losses (4,832) (4,136) (4,040) 16.8% 19.6% Net Loans & Leases 392,877 373,630 354,403 5.2% 10.9% Loans Held-for-Sale -- 4,604 20,232 -100.0% -100.0% Investment in Subsidiary 310 310 310 0.0% 0.0% Bank Premises & Equipment 9,542 10,336 10,657 -7.7% -10.5% Other Assets 16,018 13,493 13,415 18.7% 19.4% Total Assets $ 630,043 $ 562,063 $ 552,499 12.1% 14.0% LIABILITIES & CAPITAL Demand Deposits $ 166,239 $ 127,250 $ 127,768 30.6% 30.1% NOW / Savings Deposits 146,963 151,053 144,267 -2.7% 1.9% Money Market Deposits 148,938 128,884 125,994 15.6% 18.2% Time Certificates of Deposit 84,710 77,306 78,763 9.6% 7.6% Total Deposits 546,850 484,493 476,792 12.9% 14.7% Long Term Borrowings 19,000 19,000 19,000 0.0% 0.0% Trust Preferred Securities 10,310 10,310 10,310 0.0% 0.0% Total Deposits & Interest Bearing Liab. 576,160 513,803 506,102 12.1% 13.8% Other Liabilities 4,763 4,126 3,667 15.4% 29.9% Total Capital 49,120 44,134 42,730 11.3% 15.0% Total Liabilities & Capital $ 630,043 $ 562,063 $ 552,499 12.1% 14.0% CREDIT QUALITY DATA End of Period: (in $000's, unaudited) 9/30/2005 12/31/2004 9/30/2004 - ---------------------- --------- ---------- --------- Non-Accruing Loans $ -- $ -- $ -- Over 90 Days PD and Still Accruing 0 0 0 Other Real Estate Owned 0 0 0 Total Non-Performing Assets $ -- $ -- $ -- Non-Performing Loans to Total Loans 0.00% 0.00% 0.00% Non-Performing Assets to Total Assets 0.00% 0.00% 0.00% Allowance for Loan Losses to Loans 1.21% 1.09% 1.12% OTHER PERIOD-END STATISTICS End of Period: (unaudited) 9/30/2005 12/31/2004 9/30/2004 - ----------- --------- ---------- --------- Shareholders' Equity / Total Assets 7.8% 7.9% 7.7% Loans / Deposits 73.0% 78.3% 75.5% Non-Interest Bearing Deposits / Total Deposits 30.4% 26.3% 26.8%
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