SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Amendment No. 1 Filed on November 22, 2000)
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: September 30, 2000
Commission File Number: 0-27784
HUMBOLDT BANCORP
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(Exact name of small business issuer as specified in its charter)
California 93-1175446
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(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
701 Fifth Street
Eureka, California
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(Address of principal executive offices)
95501
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(Zip Code)
(707) 445-3233
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(Issuer's telephone number, including area code)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding twelve 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.
X Yes No
Number of shares common stock outstanding at September 30, 2000, was: 5,916,343
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PART I - FINANCIAL INFORMATION
ITEM 1 - Financial Statements
HUMBOLDT BANCORP AND SUBSIDIARIES CONSOLIDATED CONSOLIDATED
CONSOLIDATED BALANCE SHEETS UNAUDITED AUDITED
(IN THOUSANDS OF DOLLARS) 09-30-00 12-31-99
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ASSETS:
Cash and Due From Banks 29,087 31,339
Interest Bearing Deposits in Banks 144 20
Federal Funds Sold 35,395 21,375
Investment Securities (At fair value) 100,421 115,360
Loans Held For Sale 0 2,147
LOANS
Real Estate-Construction and Land Development 29,678 22,118
Real Estate-Commercial and Agriculture 220,188 99,053
Real Estate-Family and Multifamily Residential 77,606 43,038
Commercial, Industrial and Agriculture 41,452 39,295
Lease Financing 13,044 17,202
Consumer Loans 5,307 5,394
State and Political Subdivisions 2,094 707
Other 2,264 509
391,633 227,316
Less: Deferred Loan Fees (2,465) (987)
TOTAL LOANS 389,168 226,329
Less: Allowance for Credit Losses (6,186) (3,354)
NET LOANS 382,982 222,975
Premises and Equipment (net) 14,854 9,750
OREO 808 120
Investment in Associated Companies 5,438 4,104
Intangible Assets 3,483 3,812
Other Assets 19,613 12,647
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TOTAL ASSETS 592,225 423,649
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LIABILITIES
Deposits:
Demand 132,724 110,523
Demand-Interest Bearing 70,459 63,547
Time - $1000,000 and over 85,706 68,061
Other Time 182,952 103,966
Savings 45,084 32,533
516,925 378,630
Borrowed Funds 16,664 5,316
Other Liabilities 11,651 5,564
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545,240 389,510
SHAREHOLDERS' EQUITY
Common stock, no par value; 50,000,000 shares
authorized, 5,916,343 shares in
2000 and 4,721,361 in 1999, issued and outstanding 41,933 28,405
Retained Earnings 5,084 6,088
Unrealized Gain/Loss (32) (354)
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TOTAL SHAREHOLDERS' EQUITY 46,985 34,139
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TOTAL LIABILITIES AND SHAREHOLDERS EQUITY 592,225 423,649
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HUMBOLDT BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
For The Nine Months Ended September 30, 2000 and 1999 UNAUDITED UNAUDITED
(In Thousands of Dollars) September 30, 2000 September 30, 1999
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INTEREST INCOME
Interest and Fees on Loans 24,178 14,136
Interest on Deposits in Banks 42 73
Interest and Dividends on Securities 5,161 2,939
Interest on Federal Funds Sold 1,313 696
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Total Interest Income 30,694 17,844
INTEREST EXPENSE
Interest on Demand Deposits 158 135
Interest on Other Savings Deposits 1,718 821
Interest on Time Deposits $100,000+ 3,599 1,805
Interest on all Other Time Deposits 6,222 2,649
Interest on Other Borrowings 745 225
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Total Interest Expense 12,442 5,635
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Net Interest Income 18,252 12,209
Provision for Loan Losses 1,602 697
NON INTEREST INCOME
Service Charges on Deposit Accounts 2,255 1,805
Other Fee Income 16,816 10,051
All Other Non-Interest Income 1,617 1,729
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Total Non-Interest Income 20,688 13,585
Realized Loss on Securities (89) (93)
NON INTEREST EXPENSE
Salaries and Employee Benefits 12,138 8,659
Premises and Fixed Asset Expense 2,747 2,092
Other Non-Interest Expense 15,235 9,826
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Total Non-Interest Expense 30,120 20,577
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INCOME BEFORE TAXES 7,129 4,427
Applicable Income Taxes (2,481) (1,537)
Bancorp Financial Services Income 372 300
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NET INCOME 5,020 3,190
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COMPREHENSIVE INCOME
CHANGE IN UNREALIZED HOLDING GAINS/LOSSES FOR PERIOD 322 (406)
COMPREHENSIVE INCOME 5,342 2,784
NET INCOME PER SHARE $ 0.88 $ 0.64
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NET INCOME PER SHARE ASSUMING DILUTION $ 0.82 $ 0.58
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HUMBOLDT BANCORP AND SUBSIDIARIES CONSOLIDATED
STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
For The Three Months Ended September 30, 2000 and 1999 UNAUDITED UNAUDITED
(In Thousands of Dollars) September 30, 2000 September 30, 1999
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INTEREST INCOME
Interest and Fees on Loans 9,718 4,870
Interest on Deposits in Banks 9 11
Interest and Dividends on Securities 1,694 1,034
Interest on Federal Funds Sold 592 423
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Total Interest Income 12,013 6,338
INTEREST EXPENSE
Interest on Demand Deposits 53 50
Interest on Other Savings Deposits 2,494 312
Interest on Time Deposits $100,000+ 743 598
Interest on all Other Time Deposits 1,457 1,015
Interest on Other Borrowings 386 79
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Total Interest Expense 5,133 2,054
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Net Interest Income 6,880 4,284
Provision for Loan Losses 352 191
NON INTEREST INCOME
Service Charges on Deposit Accounts 834 642
Other Fee Income 5,728 3,843
All Other Non-Interest Income 561 587
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Total Non-Interest Income 7,123 5,072
Realized Loss on Securities (15) (75)
NON INTEREST EXPENSE
Salaries and Employee Benefits 4,421 3,089
Premises and Fixed Asset Expense 1,004 807
Other Non-Interest Expense 4,994 3,719
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Total Non-Interest Expense 10,419 7,615
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INCOME BEFORE TAXES 3,217 1,475
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Applicable Income Taxes (1,122) (512)
Bancorp Financial Services Income 86 133
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NET INCOME 2,181 1,096
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COMPREHENSIVE INCOME
CHANGE IN UNREALIZED HOLDING GAINS/LOSSES FOR PERIOD 534 (33)
COMPREHENSIVE INCOME 2,715 1,063
NET INCOME PER SHARE $ 0.38 $ 0.22
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NET INCOME PER SHARE ASSUMING DILUTION $ 0.36 $ 0.20
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HUMBOLDT BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS CONSOLIDATED CONSOLIDATED
For the Nine Months Ended September 30, 2000 and 1999 UNAUDITED UNAUDITED
(In Thousands of Dollars) September 30, 2000 September 30, 1999
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OPERATING ACTIVITIES
Net Income - Adjustments to reconcile
net income to net cash
provided by operating activities: 5,020 3,190
Provision for Loan Loss 1,602 697
Depreciation 1,142 1,115
Amortization and Other 513 977
(Gain)/Loss on Sale of Securities 89 93
Equity in Income of Associated Company (334) (300)
Net Change in Other Assets (6,217) (728)
Net Change in Other Liabilities 1,909 1,142
Net Change in Loans Held for Sale 2,147 6,958
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NET CASH PROVIDED BY OPERATING ACTIVITIES 5,871 13,144
INVESTING ACTIVITIES
Net Change in Interest-bearing Deposits in Bank (124) 3,000
Federal Funds Sold (Net) (7,520) (53,895)
Securities
Investment Purchases (17,423) (57,939)
Proceeds From Maturities of Investments 16,069 23,920
Proceeds From Sale of Investments 17,316 4,000
Net Change in Loans (55,972) (24,715)
Purchases of Premises and Equipment (6,246) (2,586)
Purchase of subsidiary (10,923) 0
Premium paid on deposits purchased 0 (2,355)
Proceeds from Sale of Foreclosed Real Estate 1,533 175
Investment in Associated Company (1,000) (1,242)
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NET CASH USED FOR INVESTING ACTIVITIES (64,290) (111,637)
FINANCING ACTIVITIES
Net change in deposits 40,316 91,848
Net change in borrowings 10,408 1,300
Payments of Borrowed Funds (2,060) (64)
Stock sale and options exercised 7,503 2,184
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NET CASH PROVIDED BY FINANCING ACTIVITIES 56,167 95,268
NET CHANGE IN CASH AND CASH EQUIVALENTS (2,252) (3,225)
Cash and Due From Banks at Beginning of Period 31,339 28,626
CASH AND DUE FROM BANKS AT END OF PERIOD 29,087 25,401
SUPPLEMENTAL DISCLOSURES
Cash Paid During the Period For: Interest 12,297 5,435
Income Taxes 4,020 2,506
NON-CASH TRANSACTIONS
Unrealized Holding (Gains)losses on Securities (553) (406)
Deferred Income Taxes on Unrealized Holding Losses on Securities 231 290
Deposit Liabilities Assumed in Exchange for Assets Acquired in
Connection with Purchase of Branches 0 72,105
Stock Dividend 0 0
Loans Transferred to REO 0 0
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Humboldt Bancorp and Subsidiaries
Notes to Consolidated Financial Statements
September 30, 2000
(Unaudited)
Note 1 - Basis of Presentation
In the opinion of Management, the unaudited interim consolidated financial
statements contain all adjustments of a normal recurring nature, which are
necessary to present fairly the financial condition of Humboldt Bancorp and
Subsidiaries at September 30, 2000 and results of operations for the three and
nine months then ended.
Certain information and footnote disclosures presented in the Company's annual
financial statements are not included in these interim financial statements.
Accordingly, the accompanying unaudited interim consolidated financial
statements should be read in conjunction with the financial statements and notes
thereto included in the Company's 1999 Annual Report on Form 10-K. The results
of operations for the three and nine months ended September 30, 2000 are not
necessarily indicative of the operating results through December 31, 2000.
Note 2 - Consolidation
The consolidated financial statements include the accounts of Humboldt Bancorp
and its wholly-owned subsidiaries, Humboldt Bank, Capitol Valley Bank, Capital
Thrift and Loan, and 50% in Bancorp Financial Services. All material
intercompany accounts and transactions have been eliminated in consolidation.
Note 3 - Commitments
The Company has outstanding performance letters of credit of $2.8 million at
September 30, 2000, compared to $4.6 million at September 30, 1999.
Note 5 - Net Income Per Common Share
Net income per share is calculated by using the weighted average common shares
outstanding. The weighted average number of common shares used in computing the
net income per common share for the period ending September 30, 2000, was
5,701,720 and for the period ending September 30, 1999, was 4,992,488.
Net income per share (diluted) is calculated by using the weighted average
common shares (diluted) outstanding. The weighted average number of common
shares (diluted) used in computing the net income per common share (diluted) for
the period ending September 30, 2000, was 6,139,131 and for the period ending
September 30, 1999, was 5,467,763.
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this amendment number 1 to Form 10-Q to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: November 22, 2000 HUMBOLDT BANCORP
/s/ ALAN J. SMYTH
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Alan J. Smyth
Senior Vice President
