-----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, L3MYqj6erRWNtG+fEdmxaO6N8WNVZy0sZAQyk/uaur7iI7i59zzfA1gxxfs1+/Yj aqcC3lMldOHujLZogCTymw== 0000840007-03-000049.txt : 20030724 0000840007-03-000049.hdr.sgml : 20030724 20030721152425 ACCESSION NUMBER: 0000840007-03-000049 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030716 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030721 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REDWOOD EMPIRE BANCORP CENTRAL INDEX KEY: 0000840007 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 680166366 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10868 FILM NUMBER: 03794579 BUSINESS ADDRESS: STREET 1: 111 SANTA ROSA AVENUE STREET 2: PO BOX 402 CITY: SANTA ROSA STATE: CA ZIP: 95404-4905 BUSINESS PHONE: 7075734800 MAIL ADDRESS: STREET 1: 111 SANTA ROSA AVENUE CITY: SANTA ROSA STATE: CA ZIP: 95404-4905 8-K 1 sec8k071703.txt REB PR 2Q 2003 RESULTS AND 3 FOR 2 STK SPLIT UNITED STATES 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: July 17, 2003 REDWOOD EMPIRE BANCORP (Exact number of Registrant as specified in its charter) California File No. 0-19231 68-0166366 ---------- ---------------- ---------- (State or other jurisdiction of (Commission File Number) (IRS Employer) incorporation) Identification No.) 111 Santa Rosa Avenue, Santa Rosa, California 95404-4905 --------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (707) 573-4800 -------------- Item 7. Financial Statements and Exhibits Exhibit 99.1 Press release dated July 16, 2003 concerning Redwood Empire Bancorp's financial results for the second quarter of 2003 and announcement of 3 for 2 stock split. Item 9. Regulation FD Disclosure On July 16, 2003, Redwood Empire Bancorp issued a press release concerning financial results for the second quarter of 2003 and announcement of its 3 for 2 stock split, a copy of which is included as Exhibit 99.1 and incorporated herein by reference. The information included in this section is also intended to be included under "Item 12. Results of Operations and Financial Condition" and is included under this Item 9 in accordance with SEC Release No. 33-8216. The information included herein and in Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933. 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: 07-17-03 REDWOOD EMPIRE BANCORP ------------ ---------------------- (Registrant) By: /s/ James E. Beckwith ---------------------- James E. Beckwith Executive Vice President and Chief Operating Officer EX-99 3 sec8k071703ex99.txt REB PRESS RELEASE ARTICLE DATED 07-16-03 Exhibit 99.1 FOR: REDWOOD EMPIRE BANCORP APPROVED BY: James Beckwith EVP/Chief Operating Officer (707) 522-5215 For Immediate Release REDWOOD EMPIRE BANCORP REPORTS SECOND QUARTER 2003 NET INCOME AND 3 FOR 2 STOCK SPLIT SANTA ROSA, Calif. (July 16, 2003) -- Redwood Empire Bancorp (NASDAQ: REBC) today reported net income of $2,181,000 or $.42 per diluted share for the quarter ended June 30, 2003, as adjusted for the three-for-two stock split declared July 15, 2003. This compares with net income of $2,025,000 or $.37 per diluted share for the same quarter a year ago, as adjusted for the three-for-two stock split declared July 15, 2003. Annualized return on common equity was 29.85% in the second quarter of 2003 as compared with 29.93% in the same quarter a year ago. Annualized return on assets was 1.67% in the second quarter of 2003 as compared to 1.68% one year ago. For the six months ended June 30, 2003, net income was $4,197,000 or $.80 per diluted share, as adjusted for the three-for-two stock split declared July 15, 2003. This compares with $3,972,000 or $.73 per diluted share for the six months ended June 30, 2002, as adjusted for the three-for-two stock split declared July 15, 2003. On July 15, 2003, the Company's Board of Directors declared a three-for-two stock split of its outstanding shares of common stock. Earnings per share information for all periods presented give effect to the stock split. The stock split will be effected in the form of a stock dividend and will entitle each stockholder of record at the close of business on July 28, 2003 three shares for every two shares of Redwood Empire Bancorp common stock held on that date. Redwood Empire Bancorp will pay cash in lieu of fractional shares. The stock dividend will be paid on August 13, 2003. "We are extremely pleased with bottom line results," noted James Beckwith, Chief Operating Officer. "Growing our franchise, providing excellent service to customers and delivering outstanding returns to our shareholders are our key objectives," said Beckwith. On July 15, 2003 the Board of Directors declared its intention to issue up to $10,000,000 in pooled trust preferred securities. The funds qualify as regulatory capital, subject to certain limitations, and will be used for stock repurchase and other corporate matters. Total deposits amounted to $466,635,000 as of June 30, 2003 as compared to $445,151,000 at June 30, 2002, which amounts to a $21,484,000 or 5% increase. Total assets amounted to $525,874,000 as of June 30, 2003 as compared to $500,559,000 at June 30, 2002, which amounts to a $25,315,000 or a 5% increase. Total loans amounted to $415,716,000 as of June 30, 2003 as compared to $358,175,000 one year ago, or a 16% increase. Net interest income amounted to $5,678,000 in the second quarter of 2003, compared to $5,323,000 in the same period in 2002, which represents a $355,000 or 7% increase. The increase in net interest income is attributable to a substantial increase in earning assets. Average earning assets amounted to $493,349,000 for the three months ended June 30, 2003 as compared to $453,927,000 for the same period one year ago. Earning asset growth was bolstered by strong loan demand and driven by deposit growth. The net interest margin was 4.62% for the quarter ended June 30, 2003 as compared to 4.70% one year ago and 4.62% in the first quarter of 2003. Net interest income amounted to $11,208,000 for the six months ended June 30, 2003 as compared to $10,312,000 one year ago, an increase of $896,000 or 9%. There was no loan loss provision for the three and six months ended June 30, 2003 and June 30, 2002. Net recoveries were $137,000 or .13% (annualized) and $92,000 or .05% (annualized) of average portfolio loans for the three and six months ended June 30, 2003. This compares to net recoveries of $37,000 or .04% (annualized) and $6,000 or .01% (annualized) one year ago. Non-performing assets at June 30, 2003 were $3,108,000 or .6% of total assets, as compared to non-performing assets of $2,661,000, or .5% of total assets, as of June 30, 2002. The allowance for loan losses to nonperforming assets was 241% as of June 30, 2003 as compared to 285% as of June 30, 2002. Non-interest income amounted to $1,649,000 for the quarter ended June 30, 2003 as compared to $1,793,000 in the same period in 2002 or an 8% decrease. Non-interest income amounted to $3,278,000 for the first six months ended June 30, 2003 as compared to $3,611,000 one year ago. Merchant draft processing revenues decreased $109,000 from $1,197,000 in the second quarter of 2002 to $1,088,000 in the second quarter of 2003. For the six-month period ended June 30, 2003, merchant draft processing revenues amounted to $2,217,000, a decrease of $159,000 from $2,376,000 for the same period in 2002. Excluding net revenue from merchant draft processing, non-interest income amounted to $561,000 and $1,061,000 for the three and six months ended June 30, 2003 as compared to $596,000 and $1,235,000 for the same period one year ago. Non-interest expense amounted to $3,901,000 for the quarter ended June 30, 2003 as compared to $3,904,000 in the same period one year ago. The Company's efficiency ratio for the second quarter of 2003 amounted to 53.24% as compared to 54.86% one year ago. Non-interest expense amounted to $7,987,000 for the six month period ended June 30, 2003 as compared to $7,642,000 one year ago. This represents an increase of $345,000 or 5%. The efficiency ratio for the Company's subsidiary, National Bank of the Redwoods was 49.82% for the quarter ended June 30, 2003 as compared to 49.68% one year ago. For the six months ended June 30, 2003, National Bank of the Redwood's efficiency ratio was 51.74% as compared to 50.42% for the same period one year ago. For the three and six months ended June 30, 2003, the net income of the Company's community banking segment was $1,795,000 and $3,415,000 on revenues of $6,011,000 and $11,876,000. This compares to net income of $1,575,000 and $3,087,000 and revenues of $5,759,000 and $11,233,000 for the same periods one year ago. The segment's 14% and 11% improvement in net income for the three and six months ended June 30, 2003, as compared to the same period in 2002, is primarily attributable to an increase in net interest income. The net income of the Company's bankcard segment was $386,000 and $782,000 for the three and six months ended June 30, 2003 versus $450,000 and $885,000 in 2002. The decrease in the segment's net income for the three and six months ended June 30, 2003 is primarily due to a decrease in merchant draft processing revenue and an increase in salaries and employee benefits expenses. The increase in the unit's salaries and employee benefits expense is due to a build-up in sales development personnel. The merchant bankcard segment's net income comprised 18% and 19% of the Company's consolidated net income for the three and six months ended June 30, 2003, compared to 22% of the Company's consolidated net income for the three and six months ended June 30, 2002. In August 2001, the Company announced an authorization to repurchase 533,250 shares, as adjusted for the three-for-two stock split declared July 15, 2003. To date, 355,505 shares have been repurchased under the current authorization, as adjusted for the three-for-two stock split declared July 15, 2003. Under the repurchase program, the Company plans to purchase shares from time to time on the open market and/or in privately negotiated transactions. Total assets were $525,874,000 at June 30, 2003. Common book value per share was $5.92, as adjusted for the three-for-two stock split declared July 15, 2003. The Company's Tier 1 capital to average assets ratio was 7.31% as of June 30, 2003. Redwood Empire Bancorp, through its principal operating subsidiary, National Bank of the Redwoods, provides diverse financial products and services. The Company offers commercial banking services primarily to businesses and professionals in the North Coast counties of California. The Company's business strategy includes the development of fee-based products and services which will provide insulation to the Company's results from changes in interest rates. Except for historical information contained herein, the statements contained in this press release, including statements concerning future increases in the value of Redwood Empire Bancorp stock, are forward-looking statements within the meaning of the "safe harbor" provisions of Section 27A of the Securities Act of 1933, as amended, and section 21E of the Securities Exchange Act or 1934, as amended. These forward-looking statements are subject to risks and uncertainties. Actual results may differ materially from those set forth in or implied by forward-looking statements. These risks are described from time to time in Redwood Empire Bancorp's Securities and Exchange Commission filings, including its Annual Reports on Form 10-K and quarterly reports on Form 10-Q. Redwood Empire Bancorp disclaims any intent or obligation to update these forward-looking statements. (Tables to follow)
REDWOOD EMPIRE BANCORP AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (Dollars in thousands except for earnings per share and share data) Three Months Ended Six Months Ended June 30, June 30, 2003 2002 2003 2002 ---------------------------------------------------------------- Total interest income $7,608 $7,734 $15,150 $15,143 Total interest expense 1,930 2,411 3,942 4,831 ---------------------------------------------------------------- Net interest income 5,678 5,323 11,208 10,312 Provision for loan losses - - - - ---------------------------------------------------------------- Net interest income after provision for loan losses 5,678 5,323 11,208 10,312 ---------------------------------------------------------------- Service charges on deposit accounts 254 308 522 622 Merchant draft processing, net 1,088 1,197 2,217 2,376 Loan servicing income 43 81 78 135 Net realized gains on investment securities available for sale 86 - 86 35 Other income 178 207 375 443 ---------------------------------------------------------------- Total noninterest income 1,649 1,793 3,278 3,611 ---------------------------------------------------------------- Salaries and employee benefits 2,258 2,302 4,542 4,348 Occupancy and equipment expense 478 533 1,092 1,057 Other 1,165 1,069 2,353 2,237 ---------------------------------------------------------------- Total noninterest expense 3,901 3,904 7,987 7,642 ---------------------------------------------------------------- Income before income tax expense 3,426 3,212 6,499 6,281 Income tax expense 1,245 1,187 2,302 2,309 ---------------------------------------------------------------- Net income $2,181 $2,025 $4,197 $3,972 ================================================================ Basic earnings per share: Net income available for common stock shareholders $0.43 $0.39 $0.83 $0.76 Weighted average shares 5,084,000 5,237,000 5,081,000 5,243,000 Diluted earnings per share: Net income available for common stock shareholders $0.42 $0.37 $0.80 $0.73 Weighted average shares 5,216,000 5,426,000 5,239,000 5,436,000 Selected Ratios Annualized Return on Average Total Equity 29.85 % 29.93 % 29.31 % 30.04 % Annualized Return on Average Total Assets 1.67 % 1.68 % 1.64 % 1.68 %
Selected Balance Sheet Data (In Thousands) (Unaudited) June 30, December 31, June 30, 2003 2002 2002 ------------------------------------------------- Total Loans $415,716 $365,076 $358,175 Allowance for Loan Losses 7,492 7,400 7,586 Total Assets 525,874 513,181 500,559 Total Deposits 466,635 453,093 445,151 Trust Preferred Debt 10,000 10,000 10,000 Total Shareholders' Equity 30,276 28,807 28,547 Nonperforming Assets 3,108 2,794 2,661
REDWOOD EMPIRE BANCORP AND SUBSIDIARIES BUSINESS SEGMENTS (Unaudited) (Dollars in thousands) Three Months Ended Three Months Ended June 30, 2003 June 30, 2002 ---------------------------------------------------------------- Community Community Banking Bankcard Banking Bankcard ---------------------------------------------------------------- Total interest income $7,608 $ --- $7,734 $ --- Total interest expense 1,913 17 2,395 16 Interest income (expense) allocation (245) 245 (176) 176 ---------------------------------------------------------------- Net interest income 5,450 228 5,163 160 ---------------------------------------------------------------- Provision for loan losses --- --- --- --- Service charges on deposit accounts 254 --- 308 --- Merchant draft processing, net --- 1,088 --- 1,197 Loan servicing income 43 --- 81 --- Net realized gains on investment securities available for sale 86 --- --- --- Other income 178 --- 207 --- ---------------------------------------------------------------- Total noninterest income 561 1,088 596 1,197 ---------------------------------------------------------------- Salaries and employee benefits 1,800 458 1,873 429 Occupancy and equipment expense 436 42 488 45 Other 954 211 900 169 ---------------------------------------------------------------- Total noninterest expense 3,190 711 3,261 643 ---------------------------------------------------------------- Income before income tax expense 2,821 605 2,498 714 Income tax expense 1,026 219 923 264 ---------------------------------------------------------------- Net income $1,795 $386 $1,575 $450 ================================================================
Six Months Ended Six Months Ended June 30, 2003 June 30, 2002 ---------------------------------------------------------------- Community Community Banking Bankcard Banking Bankcard ---------------------------------------------------------------- Total interest income $15,150 $ --- $15,143 $ --- Total interest expense 3,920 22 4,813 18 Interest income (expense) allocation (415) 415 (332) 332 ---------------------------------------------------------------- Net interest income 10,815 393 9,998 314 ---------------------------------------------------------------- Provision for loan losses --- --- --- --- Service charges on deposit accounts 522 --- 622 --- Merchant draft processing, net --- 2,217 --- 2,376 Loan servicing income 78 --- 135 --- Net realized gains on investment securities available for sale 86 --- 35 --- Other income 375 --- 443 --- ---------------------------------------------------------------- Total noninterest income 1,061 2,217 1,235 2,376 ---------------------------------------------------------------- Salaries and employee benefits 3,630 912 3,512 836 Occupancy and equipment expense 1,001 91 966 91 Other 1,954 399 1,871 366 ---------------------------------------------------------------- Total noninterest expense 6,585 1,402 6,349 1,293 ---------------------------------------------------------------- Income before income tax expense 5,291 1,208 4,884 1,397 Income tax expense 1,876 426 1,797 512 ---------------------------------------------------------------- Net income $3,415 $782 $3,087 $885 ================================================================
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