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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended June 30, 1995
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
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Commission File Number: 1-10203
NORTHBAY FINANCIAL CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 94-1592399
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(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
1360 Redwood Way, Petaluma, California 94975
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (707) 792-7400
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Securities registered pursuant to Section 12(b) of the Act:
Common Stock, par value $.10 per share
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(Title of Class)
Securities registered pursuant to Section 12(g) of the Act: None
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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 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
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Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of its Form 10-K or any amendments to this
Form 10-K. YES X
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The aggregate market value of the voting stock held by nonaffiliates of the
registrant, based on the closing sales price of the registrant's common stock as
quoted under the symbol "NBF" on the American Stock Exchange ("AMEX") on
September 19, 1995 was $32,737,581 ($14.375 per share times 2,277,397 shares).
For purposes of this calculation, all directors and senior officers of the
registrant have been treated as affiliates.
As of September 19, 1995, there were issued and outstanding 2,750,522 shares
of the registrant's common stock.
DOCUMENTS INCORPORATED BY REFERENCE
1. Portions of Annual Report to Stockholders for the Fiscal Year Ended June
30, 1995. (Part II)
2. Portions of Proxy Statement for the 1995 Annual Meeting of
Stockholders. (Part III)
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Part II
Item 6. Selected Financial Data
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The information contained in the table captioned "Selected Consolidated
Financial Data" in Exhibit 13 hereto is incorporated herein by reference. This
information has been revised from what was filed with the Annual Report on
Form 10-K for the fiscal year ended June 30, 1995 (the "1995 Form 10-K") to
correct the earnings per share calculations for the fiscal years ended June
30, 1991 through June 30, 1994. The earnings per share information set forth
in the Selected Consolidated Financial Data table filed with the 1995 Form 10-
K did not properly reflect a 20% stock dividend in October 1994. However, the
audited Consolidated Statements of Operations filed with the 1995 Form 10-K
set forth correct earnings per share amounts for the fiscal years ended June
30, 1993 and 1994.
Part IV
Item 14. Exhibits, Financial Statements, and Reports on Form 8-K
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(a) 1. Independent Auditors' Report
Northbay Financial Corporation and Subsidiaries
(a) Consolidated Statements of Financial
Condition at June 30, 1995 and 1994
(b) Consolidated Statements of Operations for
the years ended June 30, 1995, 1994 and 1993
(c) Consolidated Statements of Stockholders'
Equity for the years ended June 30, 1995, 1994 and 1993
(d) Consolidated Statements of Cash Flows for the
years ended June 30, 1995, 1994 and 1993
(e) Notes to Consolidated Financial Statements
2. All schedules have been omitted as the required information is either
inapplicable or included in this Form 10-K, the Consolidated Financial
Statements or the Notes to Consolidated Financial Statements.
3. Exhibits
3.1 Certificate of Incorporation (Incorporated by reference to the
Registrant's Form S-1 Registration Statement, No. 33-26172)
3.2 Bylaws (Incorporated by reference to the Registrant's Form S-1
Registration Statement, No. 33-26172)
2
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10.1 Stock Option and Incentive Plan (Incorporated by reference to the
Registrant's Form S-1 Registration Statement, No. 33-26172)
10.2 Salary Continuation Agreement between Northbay Savings and Alfred
A. Alys (Incorporated by reference to the Registrant's Form S-1
Registration Statement No. 33-26172)
10.3 Employment Agreement between the Registrant and Alfred A. Alys
(Incorporated by reference to the Registrant's Annual Report on
Form 10-K for the fiscal year ended June 30, 1994)
10.4 Employment Agreement between Northbay Savings and Alfred A. Alys
(Incorporated by reference to the Registrant's Annual Report on
Form 10-K for the fiscal year ended June 30, 1994)
10.5 Severance Agreement between Northbay Savings and Granville I.
Starke*
10.6 Severance Agreement between Northbay Savings and Bertha
Balfour*
13 Portions of Annual Report to Stockholders for Fiscal Year
Ended June 30, 1995**
21 Subsidiaries of the Registrant*
23 Consent of Independent Accountants*
27 Financial Data Schedule*
(b) No reports on Form 8-K dated were filed during the last quarter of the
fiscal year covered by this report.
(c) All required exhibits are filed as attached.
(d) No financial statement schedules are required.
_________________________
* Filed with the Annual Report on Form 10-K for the fiscal year ended June
30, 1995.
** The information contained in the table captioned "Selected Consolidated
Financial Data" in the Annual Report has been revised from what was filed
with the Annual Report on Form 10-K for the fiscal year ended June 30,
1995.
3
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
NORTHBAY FINANCIAL CORPORATION
Date: February 20, 1996 By: /s/ Alfred A. Alys
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Alfred A. Alys, Executive Vice
President and Chief Executive
Officer
(Duly Authorized Representative)
Pursuant to the requirement of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signatures Dated
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/s/ Alfred A. Alys February 20, 1996
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Alfred A. Alys
Principal Executive Officer and
Director
/s/ Greg Jahn February 20, 1996
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Greg Jahn
Principal Financial and
Accounting Officer
/s/ Victor L. DeCarli February 20, 1996
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Victor L. DeCarli
Director
/s/ Herold Mahoney February 20, 1996
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Herold Mahoney
Director
/s/ Raymond Nizibian February 20, 1996
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Raymond Nizibian, D.D.S.
Director
/s/ Donald P. Ramatici February 20, 1996
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Donald P. Ramatici
Director
/s/ Martin A. Stinar February 20, 1996
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Martin A. Stinar
Director
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Eugene W. Traverso
Director
4
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INDEX TO EXHIBITS
3.1 Certificate of Incorporation (Incorporated
by reference to the Registrant's Form S-1
Registration Statement, No. 33-26172)
3.2 Bylaws (Incorporated by reference to the Registrant's
Form S-1 Registration Statement, No. 33-26172)
10.1 Stock Option and Incentive Plan (Incorporated
by reference to the Registrant's Form S-1
Registration Statement, No. 33-26172)
10.2 Salary Continuation Agreement between Northbay
Savings and Alfred A. Alys (Incorporated by
reference to the Registrant's Form S-1
Registration Statement No. 33-26172)
10.3 Employment Agreement between the Registrant
and Alfred A. Alys (Incorporated by reference to the
Registrant's Annual Report on Form 10-K for the fiscal
year ended June 30, 1994)
10.4 Employment Agreement between Northbay Savings
and Alfred A. Alys (Incorporated by reference to the
Registrant's Annual Report on Form 10-K for the fiscal
year ended June 30, 1994)
10.5 Severance Agreement between Northbay Savings and Granville I. Starke*
10.6 Severance Agreement between Northbay Savings and Bertha Balfour*
13 Portions of Annual Report to Stockholders for Fiscal Year Ended
June 30, 1995**
21 Subsidiaries of the Registrant*
23 Consent of Independent Accountants*
27 Financial Data Schedule*
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* Filed with the Annual Report on Form 10-K for the fiscal year ended
June 30, 1995.
** The information contained in the table captioned "Selected Consolidated
Financial Data" in the Annual Report has been revised from what was filed
with the Annual Report on Form 10-K for the fiscal year ended
June 30, 1995.
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Exhibit 13
Revised
SELECTED CONSOLIDATED FINANCIAL DATA
<TABLE>
<CAPTION>
Financial Condition As of June 30
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1995 1994 1993 1992 1991
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(Dollars In Thousands)
<S> <C> <C> <C> <C> <C>
Assets $391,058 $364,713 $311,349 $295,094 $263,768
Loans receivable, net 343,852 324,711 267,497 239,052 207,315
Loans held for sale - - 10,209 9,731 15,997
Mortgage-backed securities held to maturity 1,672 1,778 5,130 7,304 1,130
Mortgage-backed securities available for sale 8,441 6,165 1,733 2,767 2,992
Investments /1/ 17,795 14,776 11,390 21,712 22,492
Savings accounts 283,909 276,900 255,075 255,338 225,865
Advances from FHLB 60,036 47,695 19,217 3,247 5,816
Other borrowings 9,332 3,118 3,055 4,895 3,788
Stockholders' equity 34,578 33,684 31,233 28,076 24,984
<CAPTION>
Operations For the Year Ended June 30
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1995 1994 1993 1992 1991
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(In Thousands Except Per Share Amounts)
<S> <C> <C> <C> <C> <C>
Interest income $ 26,154 $ 22,914 $ 24,254 $ 26,478 $ 26,398
Interest expense 14,463 9,225 9,615 13,373 15,378
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Net interest income 11,691 13,689 14,639 13,105 11,020
Provision for loan losses 412 725 722 529 214
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Net interest income after provision for
loan losses 11,279 12,964 13,917 12,576 10,806
Noninterest income 950 1,286 1,335 1,022 996
Noninterest expense 9,170 9,125 8,656 7,235 6,910
-------- -------- -------- -------- --------
Income before tax 3,059 5,125 6,596 6,363 4,892
Income tax expense (1,127) (2,067) (2,859) (2,876) (2,060)
Cumulative effect of change in accounting
principle for income taxes /2/ - 220 - - -
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Net income $ 1,932 $ 3,278 $ 3,737 $ 3,487 $ 2,832
-------- -------- -------- -------- --------
Earnings per share /3/
Primary $ .67 $ 1.13 $ 1.29 $ 1.20 $ .99
Fully diluted $ .67 $ 1.12 $ 1.29 $ 1.20 $ .98
======== ======== ======== ======== ========
Dividends declared per share $ .44 $ .41 $ .32 $ .28 $ 0
======== ======== ======== ======== ========
<CAPTION>
Other Selected Data As of or for the Year Ended June 30
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1995 1994 1993 1992 1991
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<S> <C> <C> <C> <C> <C>
Net interest rate spread 2.88% 4.14% 4.87% 4.60% 4.15%
Net yield on average interest-earning assets 3.14% 4.36% 5.11% 4.98% 4.57%
Return on average assets 0.50% 1.00% 1.24% 1.26% 1.12%
Return on average equity 5.64% 9.95% 12.47% 13.05% 11.94%
Average equity to average assets ratio 8.82% 10.03% 9.98% 9.69% 9.35%
Dividend payout ratio/4/ 57.23% 25.63% 14.90% 9.80% --
Average interest-earning assets to
average interest-bearing liabilities 106.52% 107.37% 107.25% 107.55% 106.70%
Ratio of total operating expenses to
total average assets 2.36% 2.78% 2.88% 2.62% 2.72%
Ratio of nonperforming assets to average assets 0.74% 1.37% 0.92% 0.44% 0.32%
Branch office 8 8 7 7 6
</TABLE>
1 Includes certificates of deposit, overnight federal funds, income funds,
U.S. Government securities and interest-bearing cash balances.
2 See note 1 of Notes to Consolidated Financial Statements.
3 See note 11 of Notes to Consolidated Financial Statements.
4 Aggregate cash dividends paid during the fiscal year divided by net income
