-----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, TVn3dAASaBw/8o8sD7ANeF19O86h1zsnpD9EMYJubff1UMFPHzxQsxh356bGT0dT xEI8P+iB06+ERLlQLTPDjg== 0000840007-04-000004.txt : 20040123 0000840007-04-000004.hdr.sgml : 20040123 20040123132147 ACCESSION NUMBER: 0000840007-04-000004 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031231 ITEM INFORMATION: FILED AS OF DATE: 20040123 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: 04539951 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 sec8k012204.txt REB PR 4Q 2003 ================================================================================ 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: January 22, 2004 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) Incorporated or organization) 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 12. Results of Operations and Financial Condition On January 22, 2004, Redwood Empire Bancorp issued a press release concerning financial results for the fourth quarter ended December 31, 2003, a copy of which is furnished herewith as Exhibit 99. Exhibit 99 - Press release dated January 22, 2004. 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: 01-22-04 REDWOOD EMPIRE BANCORP ------------ ---------------------- (Registrant) By: /s/ Kim McClaran ------------------------------- Kim McClaran Vice President and Interim Chief Financial Officer EX-99 3 sec8k012204ex99.txt PRESS RELEASE REB 4 QTR 2003 Exhibit 99 FOR: REDWOOD EMPIRE BANCORP APPROVED BY: Patrick Kilkenny President and CEO (707) 573-4911 For Immediate Release REDWOOD EMPIRE BANCORP REPORTS RECORD DILUTED EARNINGS PER SHARE FOR 2003 SANTA ROSA, Calif. (January 22, 2004) -- Redwood Empire Bancorp (NASDAQ: REBC) today reported diluted earnings per share of $1.48, after a fourth quarter charge of $.15 per diluted share for the reversal of certain previously recognized net state tax benefits -related to the Company's Real Estate Investment Trust (REIT). This compares with diluted earnings per share of $1.47 for the twelve months ended December 31, 2002. Income before income tax expense increased $318,000, or 10% and $728,000, or 6% for the three and twelve months ended December 31, 2003, as compared to the same periods a year ago. The Company reported net income of $1,367,000 or $.27 per diluted share for the quarter ended December 31, 2003 after the $.15 per diluted share charge. This compares with net income of $2,031,000 or $.38 per diluted share for the same quarter a year ago. Annualized return on common equity was 19.85% in the fourth quarter of 2003 as compared with 28.26% in the same quarter a year ago. Annualized return on assets was 1.05% in the fourth quarter of 2003 as compared to 1.57% one year ago. For the year ended December 31, 2003, net income was $7,649,000. This compares with $7,961,000 for the twelve months ended December 31, 2002. Income before income tax expense increased $318,000, or 10% and $728,000, or 6% for the three and twelve months ended December 31, 2003, as compared to the same periods a year ago. 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 prior periods presented give effect to the stock split. The stock split was effected in the form of a stock dividend and entitled 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. A summary of net income for the three and twelve months ended December 31, 2003 as compared to the same periods in 2002 is as follows:
Three Months Ended Twelve Months Ended December 31, December 31, 2003 2002 2003 2002 ------------------------------ ---------------------------- Income before income tax expense $3,390 $3,072 $13,199 $12,476 Income tax expense 1,256 1,041 4,783 4,515 Reversal of REIT net state tax benefit 767 - 767 - ------------------------------ ---------------------------- Net income $1,367 $2,031 $7,649 $7,961 ============================== ============================
Included in 2003 fourth quarter net income was a charge of $767,000 to income tax expense, or $.15 per diluted share related to the reversal of certain previously recognized net state tax benefits related to the Company's Real Estate Investment Trust (REIT). As a result of reversing this tax benefit, the Company's effective tax rate increased by approximately 6% to 42% in 2003. The California Franchise Tax Board has taken the position that certain tax transactions related to REITs and regulated investment companies (RICs) will be disallowed. Additionally there are indications that the State of California may aggressively challenge certain strategies such as REITs, and California is encouraging voluntary compliance with their announced positions with regard to REITs through the passage of Senate Bill 614 and Assembly Bill 1601, which were signed into law in the fourth quarter of 2003. The Company does not expect to record any tax benefits relating to the REIT in 2004 unless the issue is favorably resolved in the future. The Company believes it is appropriately reserved for REIT tax benefits previously recognized. As previously disclosed, the Company formed its REIT subsidiary on January 15, 2002, with the assistance of a national accounting firm in accordance with existing laws and regulations utilizing a structure employed by many of the Company's peers. The purpose of the REIT was to provide an additional vehicle to raise capital and to better organize marketing and origination of real estate secured lending, and the Company began to recognize state tax benefits related to the REIT in the first quarter of 2002. The Company is not under examination by any taxing authority for this or any other issue. The Company believes that the position taken in its California tax filings with regard to the REIT has merit and will pursue its tax claims and defend its position. Highlights for the year 2003 including the $767,000 fourth quarter charge to income tax expense related to the REIT were as follows: o Net Income of $7,649,000. o Earnings Per Diluted Share of $1.48. o Return on Average Common Equity of 27.25%. o Return on Average Assets of 1.48%. Highlights for the fourth quarter of 2003, including the $767,000 fourth quarter charge to income tax expense related to the REIT were as follows: o Net Income of $1,367,000. o Earnings Per Diluted Share of $.27. o Annualized Return on Average Common Equity of 19.85%. o Annualized Return on Average Assets of 1.05%. "We are extremely pleased with bottom line results," noted Patrick Kilkenny, President and Chief Executive Officer. "Growing our franchise, providing excellent service to customers and delivering outstanding returns to our shareholders are our key objectives," said Kilkenny. Total deposits amounted to $454,782,000 as of December 31, 2003 as compared to $453,093,000 at December 31, 2002, which amounts to a $1,689,000 or ..4% increase. Total assets amounted to $528,900,000 as of December 31, 2003 as compared to $513,181,000 at December 31, 2002, which amounts to a $15,719,000 or a 3% increase. Total loans, excluding mortgage loans held for sale, amounted to $414,521,000 as of December 31, 2003 as compared to $365,076,000 one year ago, or a 14% increase. Net interest income amounted to $5,775,000 in the fourth quarter of 2003, compared to $5,283,000 in the same period in 2002, which represents a $492,000 or 9% increase. The increase in net interest income is attributable to an improvement in the earning asset mix and a higher net interest margin. Average earning assets amounted to $487,263,000 for the three months ended December 31, 2003 as compared to $485,829,000 for the same period one year ago. Earning asset growth was bolstered by strong loan demand. Average portfolio loans amounted to $416,450,000 for the three months ended December 31, 2003 as compared to $365,881,000 for the same period one year ago. The net interest margin was 4.70% for the quarter ended December 31, 2003 as compared to 4.31% one year ago. Net interest income amounted to $22,766,000 for the twelve months ended December 31, 2003 as compared to $20,866,000 one year ago, an increase of $1,900,000 or 9%. There was no loan loss provision for the three and twelve months ended December 31, 2003 and December 31, 2002. Net charge-offs were $383,000 or .37% (annualized) and $238,000 or .06% (annualized) of average portfolio loans for the three and twelve months ended December 31, 2003. This compares to net charge-offs of $178,000 or .19% (annualized) and $180,000 or .05% (annualized) one year ago. Non-performing assets at December 31, 2003 were $1,266,000 or .2% of total assets, as compared to non-performing assets of $2,794,000, or .5% of total assets, as of December 31, 2002. The allowance for loan losses to nonperforming loans was 566% as of December 31, 2003 as compared to 265% as of December 31, 2002. Non-interest income amounted to $1,889,000 for the quarter ended December 31, 2003 as compared to $1,849,000 in the same period in 2002 or a 2% increase. Non-interest income amounted to $6,833,000 for the twelve months ended December 31, 2003 as compared to $7,615,000 one year ago. Merchant draft processing net revenues increased $109,000 from $1,311,000 in the fourth quarter of 2002 to $1,420,000 in the fourth quarter of 2003. For the twelve-month period ended December 31, 2003, merchant draft processing net revenues amounted to $4,824,000, a decrease of $185,000 from $5,009,000 for the same period in 2002. Merchant draft processing net revenues increased in the three months ended December 31, 2003 as compared to the same period one year ago due to an increase in processing volume and a decrease in processing costs. The decline in merchant draft processing net revenues during the twelve months ended 2003, as compared to the same period in 2002, is due the third quarter 2002 recognition of approximately $120,000 in income associated with the renegotiation of the Company's processing contract with First Data Resources and the recognition of an additional $160,000 in revenue associated with a portfolio sale which occurred the first and second quarters of 2002. Excluding net revenue from merchant draft processing, non-interest income amounted to $469,000 and $2,009,000 for the three and twelve months ended December 31, 2003 as compared to $538,000 and $2,606,000 for the same periods one year ago. The decrease in non-interest income during the three and twelve month periods ended December 31, 2003 as compared to the same periods one year ago was primarily due to and a decrease of $35,000 and $136,000 in other income, a decrease of $19,000 and $110,000 in loan servicing income and a $15,000 and $143,000 decrease in service charges on deposits accounts. Additionally, the decline in non-interest income for the year 2003 as compared to 2002 was due to the Company recording $294,000 during 2002 of net realized gains on investment securities available for sale as compared to net realized gains of $86,000 during 2003. Non-interest expense amounted to $4,274,000 for the quarter ended December 31, 2003 as compared to $4,060,000 in the same period one year ago. The Company's efficiency ratio for the fourth quarter of 2003 amounted to 55.77% as compared to 56.93% one year ago. Non-interest expense amounted to $16,400,000 for the twelve month period ended December 31, 2003 as compared to $16,005,000 one year ago. This represents an increase of $395,000 or 2%. The efficiency ratio for the Company's subsidiary, National Bank of the Redwoods was 51.64% for the quarter ended December 31, 2003 as compared to 52.64% one year ago. For the twelve months ended December 31, 2003, National Bank of the Redwood's efficiency ratio was 51.60% as compared to 50.95% for the same period one year ago. Salaries and employee benefits increased $154,000 and $468,000 for the three and twelve months ended December 31, 2003 as compared to the same periods one year ago due to third and fourth quarter 2003 expenses associated with the Company's executive search process, the impact of normal annual salary increases and the increased costs associated with health care and workers compensation insurance. Occupancy expense remained unchanged at $538,000 for the three months ended December 31, 2003 and December 31, 2002, as compared to a decreased of $21,000 for the twelve months ended December 31, 2003 when compared to the same period one year ago. Other expenses increased $60,000 for the three months ended December 31, 2003 as compared to a decrease of $52,000 for the twelve months ended December 31, 2003, when compared to the same periods one year ago. For the three and twelve months ended December 31, 2003, the net income of the Company's community banking segment was $908,000 and $6,123,000 on revenues of $6,107,000 and $24,070,000. This compares to net income of $1,503,000 and $6,080,000 and revenues of $5,680,000 and $22,876,000 for the same periods one year ago. The segment's 40% decrease in net income for the three months ended December 31, 2003 as compared to the same period a year ago was primarily due to not recognizing REIT state tax benefits during the fourth quarter of 2003 and the 2003 fourth quarter reversal of $767,000 of tax benefits that were previously recognized. The segment's income before income tax expense increased $310,000 or 14% and $1,019,000, or 11% for three and twelve months ended December 31, 2003, as compared to the same periods a year ago. The segment's improvement in pre-tax income for the three and twelve months ended December 31, 2003, as compared to the same periods in 2002, was primarily attributable to increases in net interest income, of $496,000 and $1,791,000. The net income of the Company's bankcard segment was $459,000 and $1,526,000 for the three and twelve months ended December 31, 2003 versus $528,000 and $1,881,000 in 2002. The decrease in the segment's net income for the three and twelve months ended December 31, 2003 was primarily due to a decrease in merchant draft processing net revenues for the year 2003 and increases in non-interest expense and the effective tax rate for the three and twelve months ended December 31, 2003 as compared to the prior year. The segment's increase in non-interest expense was primarily attributable to an increase in salaries and employee benefits expense. The increase in the segment's salaries and employee benefits expense was due to a build-up in sales development personnel. The segment's effective tax rate increased from 33% and 36% for the three and twelve months ended December 31, 2002 to 42% for the same periods in 2003 due to the segment not recognizing any benefit in 2003 from a lower consolidated tax return rate as was experienced in 2002 from the recognition of tax benefits related to the REIT. The bankcard segment's net income comprised 34% and 20% of the Company's consolidated net income for the three and twelve months ended December 31, 2003, compared to 26% and 24% of the Company's consolidated net income for the three and twelve months ended December 31, 2002. The bankcard segment's income before income tax expense comprised 23% and 20% of the Company's consolidated pre-tax income for the three and twelve months ended December 31, 2003, compared to 25% and 23% for the same periods in the prior year. In August 2001, the Company announced an authorization to repurchase 533,250 shares, as adjusted for the three-for-two stock splits declared September 20, 2001 and July 15, 2003. In August 2003, the Company announced an authorization to repurchase an additional 496,500 shares, for a total authorization of 1,029,750. To date, 525,900 shares have been repurchased under the current authorizations, as adjusted for the three-for-two stock splits declared September 20, 2001 and 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 $528,900,000 at December 31, 2003. Common book value per share was $5.59. The Company's Tier 1 capital to average assets ratio was 6.74% as of December 31, 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 Twelve Months Ended December 31, December 31, 2003 2002 2003 2002 ------------------------------------------------ Total interest income $7,446 $7,587 $30,134 $30,536 Total interest expense 1,671 2,304 7,368 9,670 ------------------------------------------------ Net interest income 5,775 5,283 22,766 20,866 Provision for loan losses - - - - ------------------------------------------------ Net interest income after provision for loan losses 5,775 5,283 22,766 20,866 ------------------------------------------------ Service charges on deposit accounts 263 278 1,045 1,188 Merchant draft processing, net 1,420 1,311 4,824 5,009 Loan servicing income 48 67 158 268 Net realized gains on investment securities available for sale - - 86 294 Other income 158 193 720 856 ------------------------------------------------ Total noninterest income 1,889 1,849 6,833 7,615 ------------------------------------------------ Salaries and employee benefits 2,427 2,273 9,435 8,967 Occupancy and equipment expense 538 538 2,105 2,126 Other 1,309 1,249 4,860 4,912 ------------------------------------------------ Total noninterest expense 4,274 4,060 16,400 16,005 ------------------------------------------------ Income before income tax expense 3,390 3,072 13,199 12,476 Income tax expense 2,023 1,041 5,550 4,515 ------------------------------------------------ Net income $1,367 $2,031 $7,649 $7,961 ================================================ Basic earnings per share: Net income available for common stock shareholders (1) $0.28 $0.39 $1.52 $1.53 Weighted average shares (1) 4,955,000 5,145,000 5,026,000 5,211,000 Diluted earnings per share: Net income available for common stock shareholders (1) $0.27 $0.38 $1.48 $1.47 Weighted average shares (1) 5,117,000 5,327,000 5,158,000 5,400,000 Selected Ratios Annualized Return on Average Total Equity 19.85% 28.26% 27.25% 28.98% Annualized Return on Average Total Assets 1.05% 1.57% 1.48% 1.62% (1) Adjusted for three-for-two stock split declared on July 15, 2003.
Selected Balance Sheet Data (In Thousands) (Unaudited) December 31, December 31, 2003 2002 ------------------------- Total Loans, Excluding Mortgage Loans Held for Sale $414,521 $365,076 Allowance for Loan Losses 7,162 7,400 Total Assets 528,900 513,181 Total Deposits 454,782 453,093 Subordinated Debentures (Trust Preferred Debt) 20,000 10,000 Total Shareholders' Equity 27,680 28,807 Nonperforming Assets 1,266 2,794
REDWOOD EMPIRE BANCORP AND SUBSIDIARIES BUSINESS SEGMENTS (Unaudited) (Dollars in thousands)
Three Months Ended Three Months Ended December 31, 2003 December 31, 2002 ---------------------------------------------------------- Community Community Banking Bankcard Banking Bankcard ---------------------------------------------------------- Total interest income $7,446 $ --- $7,587 $ --- Total interest expense 1,670 1 2,299 5 Interest income (expense) allocation (138) 138 (146) 146 ---------------------------------------------------------- Net interest income 5,638 137 5,142 141 ---------------------------------------------------------- Provision for loan losses --- --- --- --- Service charges on deposit accounts 263 --- 278 --- Merchant draft processing, net --- 1,420 --- 1,311 Loan servicing income 48 --- 67 --- Net realized gains on investment securities available for sale --- --- --- --- Other income 158 --- 193 --- ---------------------------------------------------------- Total noninterest income 469 1,420 538 1,311 ---------------------------------------------------------- Salaries and employee benefits 1,911 516 1,834 439 Occupancy and equipment expense 489 49 492 46 Other 1,108 201 1,065 184 ---------------------------------------------------------- Total noninterest expense 3,508 766 3,391 669 ---------------------------------------------------------- Income before income tax expense 2,599 791 2,289 783 Income tax expense 1,691 332 786 255 ---------------------------------------------------------- Net income $908 $459 $1,503 $528 ==========================================================
Twelve Months Ended Twelve Months Ended December 31, 2003 December 31, 2002 ---------------------------------------------------------- Community Community Banking Bankcard Banking Bankcard ---------------------------------------------------------- Total interest income $30,134 $ --- $30,536 $ --- Total interest expense 7,337 31 9,641 29 Interest income (expense) allocation (736) 736 (625) 625 ---------------------------------------------------------- Net interest income 22,061 705 20,270 596 ---------------------------------------------------------- Provision for loan losses --- --- --- --- Service charges on deposit accounts 1,045 --- 1,188 --- Merchant draft processing, net --- 4,824 --- 5,009 Loan servicing income 158 --- 268 --- Net realized gains on investment securities available for sale 86 --- 294 --- Other income 720 --- 856 --- ---------------------------------------------------------- Total noninterest income 2,009 4,824 2,606 5,009 ---------------------------------------------------------- Salaries and employee benefits 7,516 1,919 7,231 1,736 Occupancy and equipment expense 1,920 185 1,943 183 Other 4,066 794 4,153 759 ---------------------------------------------------------- Total noninterest expense 13,502 2,898 13,327 2,678 ---------------------------------------------------------- Income before income tax expense 10,568 2,631 9,549 2,927 Income tax expense 4,445 1,105 3,469 1,046 ---------------------------------------------------------- Net income $6,123 $1,526 $6,080 $1,881 ==========================================================
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