<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 10-QSB
[X] Quarterly report under Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended SEPTEMBER 30, 2000
[ ] Transition report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 (No fee required) for the period from ________ to ________
Commission File Number 0-27666
NORTHERN CALIFORNIA BANCORP, INC.
(Name of Small Business Issuer in its Charter)
Incorporated in the State of California
IRS Employer Identification Number 77-0421107
Address: 601 Munras Avenue, Monterey, CA 93940
Telephone: (831) 649-4600
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act during the past 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.
Yes [X] No____
As of November 3, 2000, the Corporation had 1,109,906 shares of common
stock out-standing.
<PAGE>
PART I-FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
NORTHERN CALIFORNIA BANCORP, INC.
AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
SEPTEMBER 30 DECEMBER 31
2000 1999
-------------- --------------
<S> <C> <C>
ASSETS:
Cash and Cash Equivalents 4,507,200 10,745,200
Due From Bank - Time Deposits 200,000 200,000
Investment Securities, available for sale (Note 1) 2,156,600 1,723,100
Investment Securities, held to maturity (Note 1) 11,551,800 9,290,300
Trading Account 184,000 135,000
Federal Funds Sold 9,205,000 0
Other Investments 40,000 40,000
Loans Held for Sale 1,715,300 665,300
Gross Loans (Note 2) 39,938,000 38,601,500
Allowance for Possible Loan Losses (Note 3) (450,200) (400,000)
Deferred Origination Fees (38,500) (49,400)
----------- -----------
Net Loans 39,449,300 38,152,100
Bank Premises and Equipment, Net 1,802,800 1,849,100
Interest Receivable and Other Assets 2,557,200 2,414,300
----------- -----------
Total Assets 73,329,200 65,214,400
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY:
Total Deposits (Note 4) 61,884,800 55,562,600
Borrowed Funds 5,850,000 4,750,000
Interest Payable and Other Liabilities 1,095,700 908,800
----------- -----------
Total Liabilities 68,830,500 61,221,400
----------- -----------
Shareholders' Equity:
Common Stock - No Par Value
Authorized: 2,500,000 in 2000 and 1999
Outstanding:1,112,593 in 2000 and 1,026,465 in 1999 3,391,800 3,395,400
Retained Earnings 1,168,300 659,600
Accumulated Other Comprehensive Income (Loss) (61,400) (62,000)
----------- -----------
Total Shareholders' Equity 4,498,700 3,993,000
----------- -----------
Total Liabilities & Shareholders' Equity 73,329,200 65,214,400
=========== ===========
</TABLE>
2
<PAGE>
NORTHERN CALIFORNIA BANCORP, INC.
AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
--------------------------- -----------------------------
2000 1999 2000 1999
------------ ------------ ------------- ------------
<S> <C> <C> <C> <C>
INTEREST INCOME:
Interest and Fees on Loans 1,106,200 939,800 3,190,000 2,501,800
Interest on Time Deposits with
Financial Institutions 1,600 2,600 6,100 6,500
Interest on Investment Securities 227,300 145,100 636,200 370,200
Interest on Federal Funds 89,800 45,400 193,300 222,200
------------ ------------ ------------- ------------
Total Interest Income 1,424,900 1,132,900 4,025,600 3,100,700
------------ ------------ ------------- ------------
INTEREST EXPENSE:
Interest on Interest-Bearing
Transaction Accounts 28,900 27,700 84,900 82,200
Interest on Savings Accounts 16,900 15,200 44,900 53,600
Interest on Time Deposits 486,800 336,700 1,364,000 925,000
Interest on Other Borrowed Funds 96,800 73,100 260,600 199,200
------------ ------------ ------------- ------------
Total Interest Expense 629,400 452,700 1,754,400 1,260,000
------------ ------------ ------------- ------------
Net Interest Income 795,500 680,200 2,271,200 1,840,700
------------ ------------ ------------- ------------
PROVISION FOR POSSIBLE LOAN LOSSES 30,000 30,000 105,000 110,000
------------ ------------ ------------- ------------
Net Interest Income After
Provision for Possible Loan Losses 765,500 650,200 2,166,200 1,730,700
------------ ------------ ------------- ------------
NONINTEREST INCOME:
Service Charges on Deposit Accounts 103,400 96,700 312,300 282,600
SBA Loan Sales & Servicing Income 118,000 128,600 275,900 305,400
Other Operating Income 654,000 499,000 1,588,400 1,238,500
------------ ------------ ------------- ------------
Total Noninterest Income 875,400 724,300 2,176,600 1,826,500
------------ ------------ ------------- ------------
NONINTEREST EXPENSE:
Salaries and Employee Benefits 470,700 463,400 1,409,200 1,262,800
Occupancy and Equipment Expense 83,500 83,600 227,200 223,700
Professional Fees 31,300 19,600 74,800 53,800
Data Processing 64,100 54,100 188,000 153,400
FDIC & State Assessments 2,600 5,000 12,300 11,900
Other Operating Expenses 600,400 558,200 1,650,200 1,412,600
Income Tax Expense 104,700 45,700 222,100 105,400
------------ ------------ ------------- ------------
Total Noninterest Expense 1,357,300 1,229,600 3,783,800 3,223,600
------------ ------------ ------------- ------------
NET INCOME (LOSS) 283,600 144,900 559,000 333,600
============ ============ ============= ============
Earnings Per Common Share
Primary 0.26 0.14 0.50 0.33
Diluted 0.22 0.11 0.43 0.26
</TABLE>
3
<PAGE>
NORTHERN CALIFORNIA BANCORP, INC.
AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
<TABLE>
<CAPTION>
2000 1999
----------- -----------
<S> <C> <C>
NET INCOME 559,000 333,600
Adjustments to net income:
Depreciation and amortization expense 86,900 105,800
Amortization/Accretion on investments 3,300 (2,200)
(Gain) loss on sale of securities (69,000) (7,400)
Provision for possible loan losses 105,000 110,000
Amortization of deferred servicing premium 0 (18,300)
Amortization of deferred income (1,600) (2,500)
Increase (decrease) in accrued expenses 89,500 (57,200)
(Increase) decrease in prepaid expenses 219,300 (100,600)
Increase (decrease) in interest payable 116,200 (50,400)
(Increase) decrease in interest receivable 12,000 (57,000)
(Increase) decrease in loans held for sale (1,050,000) (666,600)
----------- -----------
Total adjustments to net income (488,400) (746,400)
=========== ===========
Net cash provided (used) by operations 70,600 (412,800)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase due from time deposits (100,000) (100,000)
Proceeds from maturity of investments 1,000,000 160,600
Proceeds from sale of investments 5,003,000 1,034,500
Purchase of securities (8,581,300) (5,258,900)
Net (increase) decrease in loans (1,713,600) (8,858,200)
Capital expenditures (40,600) (93,500)
Exercise of stock options 0 132,000
Stock repurchase (3,600) (34,200)
----------- -----------
Net cash provided (used) in investing activities (4,436,100) (13,017,700)
=========== ===========
</TABLE>
4
<PAGE>
NORTHERN CALIFORNIA BNACORP, INC.
AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
<TABLE>
<CAPTION>
2000 1999
----------- -----------
<S> <C> <C>
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in deposit accounts 6,272,500 7,502,900
Net increase (decrease) in borrowed funds 1,100,000 500,000
----------- -----------
Net cash provided (used) by financing activities 7,372,500 8,002,900
=========== ===========
Net increase (decrease) in cash & cash equivalents 2,967,000 (5,427,600)
Cash & cash equivalents - beginning of year 10,945,200 12,529,900
=========== ===========
Cash & cash equivalents - end of period 13,912,200 7,102,300
</TABLE>
5
See Note 5 for Supplemental Disclosures
<PAGE>
NOTES TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
SEPTEMBER 30 DECEMBER 31
2000 1999
----------- ------------
<S> <C> <C>
(NOTE 1) INVESTMENT SECURITIES:
Available for sale:
US Government Securities 978,000 967,600
State and Local Agency Securities 564,000 0
Other Securities 614,600 755,500
=========== ===========
2,156,600 1,723,100
Held to maturity:
US Government Securities 2,499,300 2,499,400
State and Local Agency Securities 9,052,500 6,790,900
----------- -----------
11,551,800 9,290,300
=========== ===========
(NOTE 2) GROSS LOANS:
Commercial and Industrial 10,820,800 10,718,500
Construction 2,465,500 3,459,000
Real Estate - Mortgage 25,864,800 23,787,600
Installment 648,100 491,500
Government Guaranteed Loans Purchased 138,800 144,900
----------- -----------
Gross Loans 39,938,000 38,601,500
(NOTE 3) ALLOWANCE FOR POSSIBLE LOAN LOSSES:
Balance at Beginning of Period 400,000 336,200
Recoveries 3,300 18,100
Provision for Possible Loan Losses 105,000 174,200
Loans Charged Off (58,100) (128,500)
----------- -----------
Balance at End of Period 450,200 400,000
(NOTE 4) DEPOSITS:
Demand 14,419,700 11,792,700
Interest-Bearing Transaction 10,632,900 9,519,200
Savings 3,577,600 2,470,900
Time Under $100,000 19,209,600 19,143,100
Time Equal to or Greater than $100,000 14,045,000 12,636,700
----------- -----------
61,884,800 55,562,600
(NOTE 5) SUPPLEMENTAL DISCLOSURES OF
CASH FLOW INFORMATION:
Payments during the period ending: 9/30/00 9/30/99
--------- ---------
Interest 1,366,400 1,111,200
Income Taxes 232,100 92,700
</TABLE>
6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION
OVERVIEW
The following discussion reviews and analyzes the operating results and
financial condition of the Corporation, focusing on the Bank. It should be read
in conjunction with the financial statements and the other financial data
presented elsewhere herein. The Corporation has had no activities other than its
organization.
For the nine months ended September 30, 2000 net income was $559,000,
an increase of $225,400 when compared to the same period in 1999. The increase
in earnings during this period resulted from a $435,500 increase in net interest
income after provision for loan losses, a $350,100 increase in net non-interest
income which were offset by a $560,200 increase in non-interest expense.
7
<PAGE>
The following table sets forth certain selected financial ratios of the
Corporation at, and for the nine months ended, September 30, 2000 and 1999.
<TABLE>
<CAPTION>
FOR THE NINE MONTHS FOR THE NINE MONTHS
ENDED ENDED
SEPTEMBER 30, 2000 SEPTEMBER 30, 1999
------------------- ------------------
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
<S> <C> <C>
Summary of Operating Results:
Total interest income 4,026 3,101
Total interest expense 1,754 1,260
--------- ---------
Net interest income 2,271 1,841
Provision for possible loan losses 105 110
--------- ---------
Net interest income after provision for loan loss 2,166 1,731
Total other income 2,177 1,827
Total other expense 3,562 3,118
--------- ---------
Income (loss) before taxes 781 439
Provision for income tax 222 105
--------- ---------
Net income (loss) 559 334
Per Common Share
Data:
Net income - Primary (1) 0.50 0.33
Net income - Diluted (2) 0.43 0.26
Book value, end of period 4.05 3.49
Avg shares outstanding (3) 1,112,593 1,026,465
Balance Sheet
Data:
Total loans, net of unearned income (4) 41,615 37,458
Total assets 73,329 59,357
Total deposits 61,885 50,355
Stockholders' equity 4,499 3,798
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
FOR THE NINE MONTHS FOR THE NINE MONTHS
ENDED ENDED
SEPTEMBER 30, 2000 SEPTEMBER 30, 1999
------------------- ------------------
<S> <C> <C>
Selected Financial Ratios (5):
Return on average assets(6) 1.36% 0.82%
Return on average
stockholders' equity(6) 17.46% 12.41%
Net interest spread (tax-equivalent) 4.72% 4.48%
Net interest margin (tax-equivalent) 5.56% 5.21%
Avg shareholders' equity
to average assets 7.81% 6.58%
Risked-Based capital ratios
Tier 1 10.80% 9.19%
Total 11.76% 10.02%
Total loans to total deposits
at end of period 67.25% 74.39%
Allowance to total loans
at end of period 1.07% 0.99%
Non-performing loans to total
loans at end of period 0.06% 0.23%
Net charge-offs to
average loans 0.13% 0.23%
</TABLE>
(1) Primary earnings per share amounts were computed on the basis of the
weighted average number of shares of common stock outstanding during the
year. The weighted average number of common shares used for this
computation was1,112,593 and 1,026,465 for September 30, 2000 and 1999,
respectively.
(2) Diluted earnings (loss) per share amounts were computed on the basis of the
weighted average number of shares of common stock and common stock
equivalents outstanding during the year. Common stock equivalents include
director/employee stock options. The weighted average number of shares used
for this computation was 1,296,519 and 1,276,520 for September 30, 2000 and
1999, respectively.
(3) Weighted average common shares.
(4) Includes loans being held for sale.
(5) Averages are of daily balances.
(6) Calculated on an annualized basis.
9
<PAGE>
NET INTEREST INCOME
Net interest income, the difference between (a) interest and fees
earned on interest-earning assets and (b) interest paid on interest-bearing
liabilities, is the most significant component of the Bank's earnings. Changes
in net interest income from period to period result from increases or decreases
in the average balances of interest-earning assets portfolio, the availability
of particular sources of funds and changes in prevailing interest rates.
Net interest income for the nine month period ended September 30, 2000
was $2,271,200 compared to $1,840,700 for the same period in 1999. The increase
of $430,500 resulted from total interest income increasing $924,900, while total
interest expense increased $494,400. Average interest earning assets increased
$12,395,000 (26.06%), while the average rate earned increased 25 basis points.
Average interest bearing liabilities increased $9,744,000 (24.76%), while the
average rate paid increased 44 basis points. The decrease in the average
interest rates earned and paid was due to the decline in interest rates over the
twelve month period
The following table shows the components of the Bank's net interest
income, setting forth, for each the nine months ended September 30, 2000 and
1999, (i) average assets, liabilities and investments, (ii) interest income
earned on interest-earning assets and interest expense paid on interest-bearing
liabilities, (iii) average yields earned on interest-earning assets and average
rates paid on interest-bearing liabilities, (iv) the net interest spread (i.e.,
the average yield earned on interest-earning assets less the average rate paid
on interest-bearing liabilities) and (v)the net interest yield on average
interest-earning assets (i. e., net interest income divided by average
interest-earning assets). Yields are computed on a tax-equivalent basis,
resulting in adjustments to interest earned on non-taxable securities of
$163,800 and $112,800 for the nine months ended September 30, 2000 and 1999,
respectively. Non-accrual loans and overdrafts are included in average loan
balances. Average loans are presented net of unearned income.
10
<PAGE>
INTEREST SPREAD ANALYSIS:
<TABLE>
<CAPTION>
THE NINE MONTHS ENDED THE TWELVE MONTHS ENDED
SEPTEMBER 30, 2000 1999 DECEMBER 31, 1999
--------------------------- -------------------------- ----------------------------
INT AVG INT AVG INT AVG
AVG EARN % AVG EARN % AVG EARN %
BAL PAID RATE BAL PAID RATE BAL PAID RATE
--------------------------- -------------------------- ----------------------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Interest Earning Assets:
Int-bearing deposits
at other banks 153 6 5.33 177 7 4.90 183 9 5.08
Invest securities - Taxable 5,859 318 7.24 3,195 172 7.17 3,434 221 6.45
Invest securities - Non-Taxable 8,123 482 7.91 5,782 332 7.65 6,063 463 7.63
Federal funds sold 4,286 193 6.01 6,119 222 4.84 5,627 278 4.94
------------------ ------------------ ---------------------------
Total investments 18,422 999 7.23 15,274 732 6.39 15,307 971 6.35
Loans
Construction 3,349 257 10.25 1586 130 10.95 1,977 202 10.24
Real estate 25,050 2,036 10.84 17,179 1,275 9.89 18,727 1,825 9.74
Installment 480 42 11.76 357 34 12.81 407 53 13.05
Commercial 12,651 854 9.00 13,161 1,063 10.09 13,004 1,394 10.72
------------------ ------------------ ---------------------------
Total loans 41,531 3,190 10.24 32,283 2,502 10.33 34,115 3,474 10.18
Total Interest
earning assets 59,953 4,189 9.32 47,557 3,234 9.07 49,422 4,445 8.99
================== ================== ===========================
Interest Bearing Liabilities:
Int-bearing demand 8,609 64 1.00 7,750 59 1.02 7,785 79 1.01
Money market savings 1,493 21 1.83 1,623 23 1.89 1,634 31 1.88
Savings deposits 3,023 45 1.98 3,653 54 1.96 3,463 68 1.95
Time deposits > $100M 12,538 539 5.73 8,796 365 5.53 9,404 524 5.57
Time deposits < $100M 19,237 825 5.72 13,533 560 5.52 14,682 815 5.55
Other Borrowing 4,201 198 6.27 4,000 183 6.12 4,000 245 6.13
------------------ ------------------ ---------------------------
Total interest
bearing liabilities 49,100 1,691 4.59 39,356 1,244 4.22 40,967 1,761 4.30
================== ================== ===========================
Net interest income 2,498 1,990 2,684
Net interest spread 4.72 4.85 4.70
Net yield on interest
earning assets 5.56 5.58 4.85
</TABLE>
11
<PAGE>
INTEREST SPREAD ANALYSIS (CONTINUED):
<TABLE>
<CAPTION>
NINE MONTHS TWELVE MONTHS
ENDED SEPTEMBER 30, ENDED DECEMBER 31,
2000 VS 1999 1999 VS 1998
INCREASE(DECREASE) INCREASE(DECREASE)
DUE TO CHANGES DUE TO CHANGES
-------------------------- -----------------------------
AVG AVG AVG AVG
VOLUME RATE TOTAL VOLUME RATE TOTAL
--------------------------- -----------------------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Interest Earning Assets:
Int-bearing deposits
at other banks (1) 0 (0) 5 (2) 3
Invest securities - Taxable 143 3 146 (279) 19 (260)
Invest securities - Non-Taxable 134 16 150 463 0 463
Federal funds sold (67) 38 (29) (8) (28) (36)
-------------------------- ---------------------------
Total investments 151 116 267 73 97 170
Loans
Real estate 584 (97) 487 439 (74) 366
Installment 12 (4) 8 (7) 0 (7)
Commercial (41) 107 66 45 (51) (6)
-------------------------- ---------------------------
Total loans 717 (28) 561 717 (198) 519
Total Interest Earning Assets 868 88 955 719 (32) 687
========================== ===========================
Interest Bearing Deposits:
Int-bearing demand 7 (1) 5 19 (12) 6
Money market savings (2) (1) (3) 0 (7) (7)
Savings deposits (9) 1 (9) 80 (9) 71
Time deposits > $100M 155 18 174 80 (28) 52
Time deposits < $100M 236 29 265 156 (53) 102
Other Borrowing 9 5 14 0 (0) (0)
-------------------------- ---------------------------
Total interest bearing deposits 308 140 447 286 (128) 158
========================== ===========================
Net change in net interest 560 (52) 508 433 96 529
</TABLE>
12
<PAGE>
PROVISION AND ALLOWANCE FOR LOAN LOSSES
The provision for loan losses is an expense charged against operating
income and added to the allowance for loan losses. The allowance for loan losses
represents amounts which have been set aside for the specific purpose of
absorbing losses which may occur in the Bank's loan portfolio.
The allowance for loan losses reflects management's ongoing evaluation
of the risks inherent in the loan portfolio, both generally and with respect to
specific loans, the state of the economy, and the level of net loan losses
experienced in the past. Management and the Board of Directors review the
results of the State Banking Department and FDIC examinations, independent
accountants' observations, and the Bank 's internal review as additional
indicators to determine if the amount in the allowance for loan losses is
adequate to protect against estimated future losses. It is the Bank 's current
practice, which could change in accordance with the factors mentioned above, to
maintain an allowance which is at least equal to the sum of the following
percentage of loan balances by loan category.
<TABLE>
<CAPTION>
LOAN CATEGORY RESERVE %
<S> <C>
Classified Loans:
Loans classified loss 100.00%
Loans classified doubtful 50.00%
Loans classified substandard
Real Estate Secured 5.00%
Non Real Estate Secured 20.00%
Unclassified Loans:
Real Estate - Loan to value 80% or less 0.10%
Real Estate - Loan to value over 80% 0.50%
Real Estate - Construction 0.15%
Loans to Individuals 3.00%
Commercial 3.00%
SBA Loans - Unguaranteed portion 2.00%
Unfunded Loan Commitments .25%
SBA Loans - Guaranteed portion 0.00%
</TABLE>
Although no assurance can be given that actual losses will not exceed
the amount provided for in the allowance, Management believes that the allowance
is adequate to provide for all estimated credit losses in light of all known
relevant factors. At September 30, 2000 and 1999 the Bank's allowance stood at
1.07 percent and .99 percent of gross loans, respectively. A provision of
$105,000 was made to the allowance during the nine months ended September 30,
2000, compared to a provision of $110,000 in the same period in 1999. Charged
off loans during the nine months ended September 30, 2000 and
13
<PAGE>
1999 totaled $58,100 and $88,400 respectively. Recoveries for the same periods
were $3,300 and $14,900, respectively.
The Bank's non-performing (delinquent 90 days or more and non-accrual)
loans as a percentage of total loans was 0.06 percent at September 30, 2000
compared with 0.23 percent at September 30, 1999 and 0.48 percent at December
31, 1999.
Based upon statistics released by Federal and state banking authorities
regarding banks of similar size or otherwise located in California, Management
believes that the Bank 's ratios of delinquent and non performing loans to total
loans are far better than average. Prudent collection efforts, and tighter
lending controls, are responsible for the Bank's strong performance on these
measures of credit quality. However, no assurance can be given that the Bank's
loan portfolio will continue to measure well against its peers on these ratios
and quality measures, or that losses will not otherwise occur in the future.
NON-INTEREST INCOME
Total non-interest income for the nine months ended September 30, 2000
was $2,176,600, compared with $1,826,500 for the same period in 1999. The
increase of $350,100 was the result of a $29,700 increase in service charges on
deposit accounts and an increase in income from other service charges,
commissions and fees of $349,900; while income from SBA loan sales and servicing
decreased $29,500. Merchant credit card processing accounted for $270,700 of the
increase in other service charges, commissions and fees.
The sale of Small Business Administration (SBA) guaranteed loans is a
significant contributor to the Bank's income. SBA guaranteed loans yield up to 3
3/4% over the New York prime rate, and the guaranteed portions can be sold at
premiums which vary with market conditions. SBA loans are guaranteed by the full
faith of the United States Government from 75 to 80 percent of the principal
amount. The guaranteed portion has risks comparable for an investor to a U. S.
Government security and can usually be sold in the secondary financial market,
either at a premium or at a yield which allows the Bank to maintain a
significant spread for itself.
There can be no assurance that the gains on sale will continue at, or
above, the levels realized in the past three years. In addition, increasing
competition among lenders for qualified SBA borrowers makes it difficult for the
Bank to continually expand its program in this area, and may limit the level of
premium that can be earned with regard thereto. Furthermore, the SBA recently
began requiring lenders to share a portion of premiums in excess of 10% earned
on the sale of the guaranteed portions, and to pay 50 basis points on the
outstanding guaranteed balance. Management cannot predict that the impact of
these changes will not have a significant impact on SBA income.
14
<PAGE>
NON-INTEREST EXPENSE
Salary and benefits expense for the nine months ended September 30,
2000 increased $146,400 compared with the same period in 1999. The increase was
primarily due to the addition of two full time equivalent staff positions,
employee merit increases, and bonus accruals.
Data processing expense for the nine months ended September 30, 2000
increased $34,600 compared to the same period in 1999. The increase was due to
enhancements to the data processing system, on going expenses of a new debit
card program and increased numbers of accounts and transactions.
For the nine months ended September 30, 2000 professional fees
increased $21,000 compared to the same period in 1999. The increase was due to
increases in audit/accounting fees of $8,700 and legal fees of $12,300.
Other expenses for the nine months ended September 30, 2000 totaled
$1,650,200 compared with $1,412,600 for the same period in 1999. Significant
changes occurred in the following categories with increases in merchant
processing expense $249,100, advertising $27,800, entertainment and meal
$15,200, postage $6,900, travel $3,400, subscriptions $2,100, bank fees $4,500,
auto expense $4,600, business development $3,500, donations $2,600 and
shareholder expense $2,500; decreases occurred in insurance $18,600, Year 2000
expense $27,500, collections expense $8,300 and operational losses $11,100.
Income tax expense for the nine months ended September 30, 2000 was
$222,100 compared with $105,400 for the same period in 1999. The $116,700
increase was due to an increase in net income before tax of $342,100.
LOANS
Loans represented 69.28% of average earning assets, and 60.91% of
average total assets for the nine months ended September 30, 2000, compared with
67.88% and 59.34%, respectively during 1999. For the nine months ended September
30, 2000 average loans increased 28.65% from $32,283,000 for the same period in
1999 to $41,531,000. Average real estate increased $9,248,000 (28.65%) and
average installment loans increased $123,000 (34.50%); while average commercial
loans decreased $509,000 (3.87%).
15
<PAGE>
The Bank's commercial and industrial loans are generally made for the
purpose of providing working capital, financing the purchase of equipment or
inventory, and other business purposes. Such loans generally have maturities
ranging from one year to several years. Short-term business loans are generally
intended to finance current transactions and typically provide for monthly
interest payments with principal being payable at maturity or at 90-day
intervals. Term loans (usually for a term of two to five years) normally provide
for monthly installments of principal and interest. The Bank from time to time
utilizes accounts receivable and inventory as security for loans.
The Bank is the recognized leader for Small Business Administration
lending in Monterey County, and holds SBA's coveted Preferred Lender Status.
Generally, SBA loans are guaranteed by the SBA for 75 to 80 percent of their
principal amount, which can be retained in portfolio or sold to investors. Such
loans are made at floating interest rates, but generally for longer terms (up to
25 years) than are available on a conventional basis to small businesses. The
unguaranteed portion of the loans, although generally supported by collateral,
is considered to be more risky than conventional commercial loans because they
may be based upon credit standards the Bank would not otherwise apply, such as
lower cash flow coverage, or longer repayment terms.
The Bank's real estate loan portfolio consists both of real estate
construction loans and real estate mortgage loans. The Bank has initiated a
program to generate more commercial and industrial real estate loans, which
generally yield higher returns than normal commercial loans. The Bank has also
developed a broker program for generating residential real estate loans. The
Bank does not make real estate development loans. Real estate construction loans
are made for a much shorter term, and often at higher interest rates, than
conventional single-family residential real estate loans. The cost of
administering such loans is often higher than for other real estate loans, as
principal is drawn on periodically as construction progresses.
The Bank also makes real estate loans secured by a first deed of trust
on single family residential properties and commercial and industrial real
estate. California commercial banks are permitted, depending on the type and
maturity of the loan, to lend up to 90 percent of the fair market value of real
property (or more if the loan is insured either by private mortgage insurers or
governmental agencies). In certain instances, the appraised value may exceed the
actual amount that could be realized on foreclosure, or declines in market value
subsequent to making the loan can impair the Bank's security.
Consumer loans are made for the purpose of financing the purchase of
various types of consumer goods, home improvement loans, auto loans and other
personal loans. Consumer installment loans generally provide for monthly
payments of principal and interest, at a fixed rate. Most of the Bank's consumer
installment loans are generally secured by the personal property being
purchased. The Bank generally makes consumer loans to those customers with a
prior banking relationship with the Bank.
16
<PAGE>
NON-PERFORMING AND NON-ACCRUAL LOANS
The Bank's present policy is to cease accruing interest on loans which
are past due as to principal or interest 90 days or more, except for loans which
are well secured or when collection of interest and principal is deemed likely.
When a loan is placed on non-accrual, previously accrued and unpaid interest is
generally reversed out of income unless adequate collateral from which to
collect the principal of, and interest on, the loan appears to be available.
The following table presents information with respect to loans which,
as of the dates indicated, were past due 90 days or more or were placed on
non-accrual status (referred to collectively as "non-performing loans"):
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
2000 1999
----------- -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
ACCRUING, PAST DUE 90 DAYS OR MORE:
Real Estate 0 63
Commercial 0 0
Installment 0 0
Other 0 0
------------ -------------
0 63
NONACCRUAL LOANS:
Real Estate 0 8
Commercial 28 15
Installment 0 0
Other 0 0
------------ -------------
Total non-accrual 28 22
Total non-performing 28 85
Total loans end of period 41,653 37,498
Ratio of non-performing loans
to total loans at end of period 0.07% 0.23%
</TABLE>
17
<PAGE>
These ratios have been maintained as a result of a strengthening of
underwriting criteria, frequent review of new and delinquent loans and a firm
collection policy (with the assistance of outside legal counsel). The Bank does
not have any foreign loans or loans for highly leveraged transactions.
SUMMARY OF LOAN LOSS EXPERIENCE
<TABLE>
<CAPTION>
NINE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, 2000 SEPTEMBER 30, 1999
------------------- -------------------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Average loans outstanding 41,531 32,283
Allowance, beginning of period 400 336
Loans charged off during period:
Commercial 56 88
Installment 2 0
Real Estate 0 0
Other 0 0
------------------- -------------------
Total charge offs 58 88
Recoveries during period:
Commercial 3 9
Installment 0 6
Other 0 0
------------------- -------------------
Total recoveries 3 15
Net Loans charged off
during the period 55 73
Additions to allowance for
possible loan losses 105 110
Allowance, end of period 450 373
Ratio of net loans charged off to
average Loans outstanding
during the period 0.13% 0.23%
Ratio of allowance to total
loans at end of period 1.07% 0.99%
</TABLE>
18
<PAGE>
FUNDING SOURCES
Average deposits for the nine months ended September 30, 2000 were
$58,271,000 an increase of 26.57% compared with the average balance for 1999.
Average certificates of deposit represented 54.53% of average deposits for the
nine months ended September 30, 2000. Average interest checking accounts, money
market and savings accounts as a group was 22.52% of average deposits. Average
demand deposits represented 22.95% of average deposits.
The Company has a $200,000 revolving line of credit and an $800,000
term loan with the Pacific Coast Bankers' Bank which mature in May 2001 and May
2005, respectively. The interest rates are floating rates based on the prime
lending rate plus seventy five (75) basis points. At September 30, 2000 the
Company had drawn $50,000 under the line of credit.
The Bank has a line of credit through the Federal Reserve Bank of San
Francisco's loan and discount facility. The line of credit, currently
$4,900,000, is secured by certain of the Bank's investment securities. The Bank
may increase the amount available through this facility by pledging additional
investment securities and/or loans.
The Bank has a line of credit from the Federal Home Loan Bank of San
Francisco with a maximum borrowing limit on September 30, 2000 of approximately
$8,400,000. The line of credit is secured by certain of the Bank's real estate
secured loans and investment securities. At September 30, 2000 the Bank had five
$1,000,000 advances which bear interest at 4.83%, 6.81%, 6.86%, 6.36% and 7.71%,
respectively. The advances mature in October 2003, June 2004, August 2005,
January 2028 and June 2030, respectively. Management believes that these
advances provide funds at a lower cost than comparable deposits. The Bank did
not utilize any short-term borrowings in 2000, 1999 or 1998.
CAPITAL RESOURCES
The Company maintains capital to comply with legal requirements, to
provide a margin of safety for its depositors and stockholders, and to provide
for future growth and the ability to pay dividends. At September 30, 2000,
stockholders' equity was $4,498,700 versus $3,797,600 at December 31, 1999. The
Company paid ten (10%) percent stock dividends in 1999 and 1998, and a cash
dividend of $0.12 per share in 1997. The Bank paid cash dividends totaling
$50,000 to the Corporation in both 1999 and 1998; no dividends have been paid in
2000.
The FDIC and Federal Reserve Board have adopted capital adequacy
guidelines for use in their examination and regulation of banks and bank holding
companies. If the
19
<PAGE>
capital of a bank or bank holding company falls below the minimum levels
established by these guidelines, it may be denied approval to acquire or
establish additional banks or non-bank businesses, or the FDIC or Federal
Reserve Board may take other administrative actions. The guidelines employ two
measures of capital: (1) risk-based capital and (2) leverage capital.
Under current rules, all banks were required to maintain Tier 1 capital
of at least 4 percent and total capital of 8.0% of risk-adjusted assets. The
Bank had a Tier 1 risk-based capital ratio of 10.80% and a total risk-based
capital ratio of 11.76% at September 30, 2000, well above the minimum regulatory
requirements.
The leverage capital ratio guidelines require a minimum leverage
capital ratio of 3% of Tier 1 capital to total assets less goodwill. The Bank
had a leverage capital ratio of 7.17% at September 30, 2000.
LIQUIDITY
Liquidity represents a bank's ability to provide sufficient cash flows
or cash resources in a manner that enables it to meet obligations in a timely
fashion and adequately provides for anticipated future cash needs. For the Bank,
liquidity considerations involve the capacity to meet expected and potential
requirements of depositors seeking access to balances and to provide for the
credit demands of borrowing customers. In the ordinary course of the Bank's
business, funds are generated from the repayment of loans, maturities within the
investment securities portfolio and the acquisition of deposit balances and
short-term borrowings. The Bank has a line of credit from the Federal Home Loan
Bank of San Francisco of approximately $8,400,000, a $1,000,000 unsecured
Federal Funds Purchased line of credit with the Pacific Coast Bankers' Bank and
$4,900,000 in funding available through the Federal Reserve Bank's loan and
discount facility, to meet temporary liquidity requirements.
As a matter of policy, the Bank seeks to maintain a level of liquid
assets, including marketable investment securities, equal to a least 10 percent
of total assets ("primary liquidity"), while maintaining sources of secondary
liquidity (borrowing lines from other institutions) equal to at least an
additional 10 percent of assets. In addition, it seeks to generally limit loans
to not more than 90 percent of deposits. Within these ratios, the Bank generally
has excess funds available to sell as federal funds on a daily basis, and is
able to fund its own liquidity needs without the need of short-term borrowing.
The Bank's primary liquidity at September 30, 2000 was 19.81 percent, while its
average loan to deposit ratio for the nine months ended September 30, 2000 was
71.27 percent.
INTEREST RATE RISK
Management of interest rate sensitivity (asset/liability management)
involves matching and repricing rates of interest-earning assets with
interest-bearing liabilities in a
20
<PAGE>
manner designed to optimize net interest income within the constraints imposed
by regulatory authorities, liquidity determinations and capital considerations.
The Bank instituted formal asset/liability policies at the end of 1989.
The purpose for asset/liability management is to provide stable net
interest income growth by protecting the Bank's earnings from undue interest
rate risk. The Bank expects to generate earnings from increasing loan volume,
appropriate loan pricing and expense control and not from trying to accurately
forecast interest rates. Another important function of asset/liability
management is managing the risk/return relationships between interest rate risk,
liquidity, market risk and capital adequacy. The Bank gives priority to
liquidity concerns followed by capital adequacy, then interest rate risk and
market risk in the investment portfolio. The policy of the Bank will be to
control the exposure of the Bank's earnings to changing interest rates by
generally maintaining a position within a narrow range around an "earnings
neutral position." An earnings neutral position is defined as the mix of assets
and liabilities that generate a net interest margin that is not affected by
interest rate changes. However, Management does not believe that the Bank can
maintain a totally earnings neutral position. Further, the actual timing of
repricing of assets and liabilities does not always correspond to the timing
assumed by the Bank for analytical purposes. Therefore, changes in market rates
of interest will generally impact on the Bank's net interest income and net
interest margin for long or short periods of time.
The Bank monitors its interest rate risk on a quarterly basis through
the use of a model which calculates the effect on earnings of changes in the fed
funds rate. The model converts a fed funds rate change into rate changes for
each major class of asset and liability, then simulates the bank's net interest
margin based on the bank's actual repricing over a one year period, assuming
that maturities are reinvested in instruments identical to those maturing during
the period. At September 30, 2000 the affect of a 2% increase in the federal
funds sold rate would result in a 0.70% increase in equity, while a 2% decrease
in the federal funds sold rate would result in a 2.6% decrease in equity.
21
<PAGE>
The Corporation has limited sources of revenues or liquidity other than
dividends, tax equalization payments or management fees from the Bank. The
ability of the Bank to pay such items to the Corporation is subject to
limitations under state and Federal law.
INVESTMENT SECURITIES
The following table sets forth the book and market value of the Bank's
investment securities as of September 30, 1999:
INVESTMENT PORTFOLIO MIX
<TABLE>
<CAPTION>
SEPTEMBER 30, 2000
BOOK MARKET
VALUE VALUE
--------- ---------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Available for Sale:
Equity Securities 615 615
U. S. Agency Securities 1,000 978
State/Local Agency Securities 564 565
--------- --------
2,179 2,157
Held to Maturity:
U. S. Agency Securities 2,499 2,397
State/Local Agency Securities 9,052 8,967
--------- --------
11,551 11,363
</TABLE>
The following table summarizes the maturity of the Bank's investment
securities at September 30, 2000:
INVESTMENT PORTFOLIO MATURITIES
(Dollars in thousands)
<TABLE>
<CAPTION>
OVER 1 OVER 3 OVER 5
1 YEAR THROUGH THROUGH THROUGH OVER
OR LESS 3 YEARS 5 YEARS 15 YEARS 15 YEARS
----------- ----------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
U.S. Agency securities --- --- --- 3,477 ---
State/Local Agencies --- --- --- --- 9,616
Equity Securities 615 --- --- --- ---
----------- ----------- ---------- ---------- ----------
Total 615 --- --- 3,477 9,616
</TABLE>
22
<PAGE>
PART II-OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None
ITEM 5. OTHER INFORMATION.
None
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
NORTHERN CALIFORNIA BANCORP, INC.
Date: November 6, 2000 By: /s/ CHARLES T. CHRIETZBERG, JR.
---------------- -----------------------------------------
Charles T. Chrietzberg, Jr.
Chief Executive Officer and President
Date: November 6, 2000 By: /s/ BRUCE N. WARNER
---------------- -----------------------------------------
Bruce N. Warner
Chief Financial Officer and
Principal Accounting Officer
23
