SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTER PERIOD ENDED SEPTEMBER 30, 2004 Commission File No. 0-31080 NORTH BAY BANCORP ------------------------------------------------------ (Exact name of registrant as specified in its charter) California 68-0434802 - ---------------------------------------- ------------------------------------ (State or Jurisdiction of incorporation) (I.R.S. Employer Identification No.) 1190 Airport Road, Suite 101, Napa, California 94558 ---------------------------------------------------------- (Address of principal executive office including Zip Code) Registrant's telephone number, including area code: (707) 252-5026 Securities registered pursuant to Section 12(b) of the Act: NONE Securities registered pursuant to Section 12(g) of the Act: Common Stock, No Par Value -------------------------- Preferred Share Purchase Rights ------------------------------- 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 No ----- ----- Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes No X ----- ----- APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of the North Bay Bancorp's Common Stock outstanding as of November 11, 2004: 2,427,688 Part 1. FINANCIAL INFORMATION FORWARD LOOKING STATEMENTS - -------------------------- In addition to the historical information, this Quarterly Report contains certain forward-looking information within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 321E of the Securities Exchange Act of 1934, as amended, and are subject to the "Safe Harbor" created by those Sections. The reader of this Quarterly Report should understand that all such forward-looking statements are subject to various uncertainties and risks that could affect their outcome. The Company's actual results could differ materially from those suggested by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, (i) variances in the actual versus projected growth in assets, return on assets, loan losses, expenses, rates charged on loans and earned on securities investments, rates paid on deposits, and fee and other noninterest income earned; (ii) competitive pressures among depository and other financial institutions may increase significantly and have an effect on pricing, spending, third-party relationships and revenues; (iii) enactment of adverse government regulations; (iv) adverse conditions and volatility, as a result of recent economic uncertainty created by the United States' war on terrorism, the war in Iraq, in the stock market, the public debt market and other capital markets and the impact of such conditions of the Company; (v) continued changes in the interest rate environment may reduce interest margins and adversely impact net interest income; (vi) as well as other factors. This entire Quarterly Report should be read to put such forward-looking statements in context and to gain a more complete understanding of the uncertainties and risks involved in the Company's business. Moreover, wherever phrases such as or similar to "In Management's opinion", or "Management considers" are used, such statements are as of and based upon the knowledge of Management at the time made and are subject to change by the passage of time and/or subsequent events, and accordingly such statements are subject to the same risks and uncertainties noted above with respect to forward-looking statements. FINANCIAL INFORMATION - --------------------- The information for the three months and nine months ended September 30, 2004 and September 30, 2003 is unaudited, but in the opinion of management reflects all adjustments which are necessary to present fairly the financial condition of North Bay Bancorp (Company) at September 30, 2004 and September 30, 2003 and the results of operations and cash flows for the three and nine months then ended. Results for interim periods should not be considered as indicative of results for a full year. 2 Item 1. FINANCIAL STATEMENTS North Bay Bancorp Consolidated Balance Sheets (Unaudited) (In 000's except share data) September 30, September 30, December 31, Assets 2004 2003 2003 -------- -------- -------- Cash and due from banks $ 42,626 $ 34,777 $ 28,756 Federal funds sold 15,585 21,750 9,195 -------- -------- -------- Total cash and cash equivalents 58,211 56,527 37,951 Time deposits with other financial institutions 100 100 100 Investment Securities: Held-to-maturity 0 1,250 0 Available-for-sale 92,617 83,177 90,655 Equity securities 2,554 1,349 1,351 -------- -------- -------- Total investment securities 95,171 85,776 92,006 Loans, net of allowance for loan losses of $4,040 in September, 2004 $3,421 in September, 2003 and $3,524 in December, 2003 354,403 274,491 303,139 Loans held-for-sale 20,232 10,786 3,095 Investment in subsidiary 310 0 0 Bank premises and equipment, net 10,657 11,137 10,909 Accrued interest receivable and other assets 13,415 12,499 12,282 -------- -------- -------- Total assets $552,499 $451,316 $459,482 ======== ======== ======== Liabilities and Shareholders' Equity Deposits: Non-interest bearing $127,768 $104,594 $103,401 Interest bearing 349,024 294,827 303,044 -------- -------- -------- Total deposits 476,792 399,421 406,445 Subordinated debentures 10,310 10,000 10,000 Long Term Borrowings 19,000 0 0 Accrued interest payable and other liabilities 3,667 3,836 3,596 -------- -------- -------- Total liabilities 509,769 413,257 420,041 Shareholders' equity: Preferred stock - no par value: Authorized, 500,000 shares; Issued and outstanding - none Common stock - no par value: Authorized, 10,000,000 shares; Issued and outstanding - 2,426,762 shares in September, 2004, 2,285,646 shares in September, 2003, and 2,285,646 in December, 2003 33,459 29,209 29,210 Retained earnings 8,934 8,324 9,623 Accumulated other comprehensive income 337 526 608 -------- -------- -------- Total shareholders' equity 42,730 38,059 39,441 -------- -------- -------- Total liabilities and shareholders' equity $552,499 $451,316 $459,482 ======== ======== ======== <FN> The accompanying notes are an integral part of these statements </FN> 3 North Bay Bancorp Consolidated Income Statements (Unaudited) (In 000's except share data) Three Months Ended Nine months Ended ------------------------------ ------------------------------ September 30, September 30, September 30, September 30, 2004 2003 2004 2003 ------- ------- ------- ------- Interest Income Loans (including fees) $ 5,865 $ 4,853 $16,515 $13,780 Federal funds sold 39 38 139 157 Investment securities - taxable 805 482 2,117 1,999 Investment securities - tax exempt 113 181 409 473 ------- ------- ------- ------- Total interest income 6,822 5,554 19,180 16,409 Interest Expense Deposits 677 550 1,845 1,907 Short term borrowings 0 2 1 10 Long term debt 284 129 662 411 ------- ------- ------- ------- Total interest expense 961 681 2,508 2,328 ------- ------- ------- ------- Net interest income 5,861 4,873 16,672 14,081 Provision for loan losses 180 45 540 135 ------- ------- ------- ------- Net interest income after provision for loan losses 5,681 4,828 16,132 13,946 Non interest income 986 848 2,967 2,285 Gains on securities transactions, net 0 207 262 637 ------- ------- ------- ------- Total non interest income 986 1,055 3,229 2,922 Non interest expenses Salaries and employee benefits 2,566 2,338 7,633 6,896 Occupancy 369 356 1,080 931 Equipment 502 485 1,509 1,230 Other 1,230 1,088 3,613 3,536 ------- ------- ------- ------- Total non interest expense 4,667 4,267 13,835 12,593 ------- ------- ------- ------- Income before provision for Income taxes 2,000 1,616 5,526 4,275 Provision for income taxes 750 452 2,034 1,204 ------- ------- ------- ------- Net income $ 1,250 $ 1,164 $ 3,492 $ 3,071 ======= ======= ======= ======= Basic earnings per common share: $ 0.52 $ 0.49 $ 1.45 $ 1.29 ======= ======= ======= ======= Diluted earnings per common share: $ 0.50 $ 0.48 $ 1.40 $ 1.26 ======= ======= ======= ======= Dividends paid: $ 0.00 $ 0.00 $ 0.20 $ 0.20 ======= ======= ======= ======= <FN> The accompanying notes are an integral part of these statements </FN> 4 North Bay Bancorp Consolidated Statement of Change in Shareholders' Equity For the Nine months Ended September 30, 2004 (Unaudited) (In 000's except share data) Accumulated Other Total Common Shares Common Retained Comprehensive Shareholders' Comprehensive Outstanding Stock Earnings Income (loss) Equity Income ---------------------------------------------------------------------------- BALANCE, DECEMBER 31, 2003 2,285,646 $29,210 $9,623 $608 $39,441 Stock dividend 113,997 3,706 (3,723) (17) Cash dividend (458) (458) Comprehensive income: Net income 3,492 3,492 $3,492 Other comprehensive loss, net of tax: Change in net unrealized losses on available-for-sale securities, net of tax of $193 (271) (271) (271) ------ Comprehensive income $3,221 ====== Stock options exercised, including tax of $65 27,119 543 543 --------- ------- ------- BALANCE, SEPTEMBER 30, 2004 2,426,762 $33,459 $8,934 $337 $42,730 ========= ======= ====== ==== ======= <FN> The accompanying notes are an integral part of these statements </FN> 5 North Bay Bancorp Consolidated Statement of Cash Flows (Unaudited ) (In 000's) Nine months Ended September 30, 2004 2003 --------- --------- Cash Flows From Operating Activities: Net income $ 3,492 $ 3,071 Adjustment to reconcile net income to net cash used by operating activities: Depreciation and amortization 1,212 1,171 Provision for loan losses 540 135 Amortization of deferred loan fees (442) (498) Proceeds from sale of loans held-for-sale 182,777 269,120 Purchase of loans held-for-sale (199,914) (279,906) Premium amortization (discount accretion), net 199 919 Gain on securities transactions (262) (637) Changes in: Interest receivable and other assets (940) (101) Interest payable and other liabilities 136 784 --------- --------- Net cash used by operating activities (13,202) (5,942) Cash Flows From Investing Activities: Investment securities held-to-maturity: Proceeds from maturities and principal payments 0 22 Investment securities available-for-sale: Proceeds from maturities and principal payments 30,226 28,558 Proceeds from sale of securities 4,322 34,626 Purchases (36,911) (43,569) Equity securities: Proceeds from sale of securities 0 50 Purchases (1,203) (50) Net increase in loans (51,362) (39,791) Capital expenditures (960) (1,508) --------- --------- Net cash used in investing activities (55,888) (21,662) Cash Flows From Financing Activities: Net increase in deposits 70,347 31,618 Increase in long-term borrowings 19,000 0 Stock options exercised 478 644 Dividends paid (475) (441) --------- --------- Net cash provided by financing activities 89,350 31,821 --------- --------- Net increase in cash and cash equivalents 20,260 4,217 Cash and cash equivalents at beginning of year 37,951 52,310 --------- --------- Cash and cash equivalents at end of period $ 58,211 $ 56,527 ========= ========= Supplemental Disclosures of Cash Flow Information: Interest paid $ 2,299 $ 2,394 Taxes paid $ 2,860 $ 845 <FN> The accompanying notes are an integral part of these statements </FN> 6 NORTH BAY BANCORP Notes to the Consolidated Financial Statements (Unaudited) September 30, 2004 NOTE 1 - Basis of Presentation - ------------------------------ The accompanying consolidated financial statements, which include the accounts of North Bay Bancorp and its subsidiaries together the "Company", have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission and in Management's opinion, include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of results for such interim periods. The subsidiaries consist of two community banks, The Vintage Bank, established in 1985, and Solano Bank, which opened in 2000 and Vintage Capital Trust, a subsidiary of The Vintage Bank, which was established in February 2003. North Bay has received regulatory approval to consolidate its subsidiary banks to simplify the Company's corporate structure. The Merger of Solano Bank into The Vintage Bank is expected to occur during the first quarter of 2005. All significant intercompany transactions and balances have been eliminated. The Company de-consolidated its subsidiary, North Bay Statutory Trust 1, effective March 31, 2004. The Trust has no independent assets or operations and exists solely for the purpose of issuing and selling trust preferred securities. Certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to SEC rules or regulations; however, the Company believes that the disclosures made are adequate to make the information presented not misleading. The interim results for the three months and nine months ended September 30, 2004 and 2003, are not necessarily indicative of results for the full year. It is suggested that these financial statements be read in conjunction with the financial statements and the notes included in the Company's Annual Report for the year ended December 31, 2003. NOTE 2 - Commitments - -------------------- The Company has outstanding standby Letters of Credit of approximately $2,221,000, undisbursed real estate and construction loans of approximately $24,123,000, and undisbursed commercial and consumer lines of credit of approximately $82,961,000, as of September 30, 2004. The Company had outstanding standby Letters of Credit of approximately $927,000, undisbursed real estate and construction loans of approximately $21,310,000, and undisbursed commercial and consumer lines of credit of approximately $70,610,000, as of September 30, 2003. NOTE 3 - Earnings Per Common Share - ---------------------------------- The Company declared a 5% stock dividend on January 26, 2004. As a result of the stock dividend the number of common shares outstanding and earnings per share data was adjusted retroactively for all periods presented in the table below. The following table reconciles the numerator and denominator of the Basic and Diluted earnings per share computations: Weighted Average Per-Share Net Income Shares Amount ---------- ------ ------ (Dollars in 000's except share data) For the three months ended September 30, 2004 --------------------------------------------- Basic earnings per share $1,250 2,425,772 $0.52 Dilutive effect of stock options 65,690 --------- Diluted earnings per share 2,491,462 $0.50 --------- For the three months ended September 30, 2003 --------------------------------------------- Basic earnings per share $1,164 2,399,102 $0.49 Dilutive effect of stock options 43,272 --------- Diluted earnings per share 2,442,374 $0.48 For the nine months ended September 30, 2004 -------------------------------------------- Basic earnings per share $3,492 2,410,739 $1.45 Dilutive effect of stock options 75,231 --------- Diluted earnings per share 2,485,970 $1.40 For the nine months ended September 30, 2003 -------------------------------------------- Basic earnings per share $3,071 2,376,083 $1.29 Dilutive effect of stock options 57,416 --------- Diluted earnings per share 2,433,499 $1.26 7 NOTE 4- Stock-Based Compensation - -------------------------------- The Company uses the intrinsic value method to account for its stock option plans (in accordance with the provisions of Accounting Principles Board Opinion No. 25 and related interpretations). Under this method, compensation expense is recognized for awards of options to purchase shares of common stock to employees under compensatory plans only if the fair market value of the stock at the option grant date (or other measurement date, if later) is greater than the amount the employee must pay to acquire the stock. Statement of Financial Accounting Standards No. 123 (SFAS 123), "Accounting for Stock-Based Compensation", permits companies to continue using the intrinsic-value method to account for stock option plans or adopt a fair value based method. The fair value based method results in recognizing as expense over the vesting period the fair value of all stock-based awards on the date of grant. The Company has elected to continue to use the intrinsic value method and the pro forma disclosures required by SFAS 123. Using the fair value method the Company's net income and earnings per share amounts would have been reduced to the pro forma amounts as indicated below: (In 000's except share data) For the three months ended September 30, 2004 2003 --------- --------- Net income as reported $ 1,250 $ 1,164 Total stock-based employee compensation expense determined under the fair value based method for all awards, net of related tax effects 83 75 --------- --------- Net income pro forma $ 1,167 $ 1,089 ========= ========= Earnings per share: As reported: Basic $ .52 $ .49 Diluted $ .50 $ .48 Pro forma: Basic $ .48 $ .45 Diluted $ .47 $ .45 (In 000's except share data) For the nine months ended September 30, 2004 2003 --------- --------- Net income as reported $ 3,492 $ 3,071 Total stock-based employee compensation expense determined under the fair value based method for all awards, net of related tax effects 249 197 --------- --------- Net income pro forma $ 3,243 $ 2,874 ========= ========= Earnings per share: As reported: Basic $ 1.45 $ 1.29 Diluted $ 1.40 $ 1.26 Pro forma: Basic $ 1.35 $ 1.21 Diluted $ 1.30 $ 1.18 NOTE 5 - Impact of Recently Issued Accounting Standards - ------------------------------------------------------- In January 2003, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 46 "Consolidation of Variable Interest Entities, an interpretation of ARB No. 51" (FIN 46). FIN 46 provides a new framework for identifying variable interest entities (VIEs) and determining when a company should include the assets, liabilities, noncontrolling interests and results of activities of a VIE in its consolidated financial statements. Prior to the implementation of FIN 46, VIEs were generally consolidated by the company when the company had a controlling financial interest through ownership of the majority of the voting interest in the company. The provisions of FIN 46 were effective immediately. In October 2003, the FASB agreed to defer the effective date of FIN 46 for VIEs to allow time for certain implementation issues to be addressed. On December 24, 2003, the FASB released its latest interpretation (FIN 46R) of the appropriate accounting treatment for VIEs, which in part, specifically addresses limited purpose trusts formed to issue trust preferred securities. In July 2003, the Board of Governors of the Federal Reserve issued a supervisory letter instructing bank holding companies to continue to include the trust preferred securities in their Tier 1 capital for regulatory capital purposes until notice is given to the contrary. The Federal Reserve intends to review the regulatory implications of any accounting treatment changes and, if necessary or warranted, provide further appropriate guidance. There can be no assurance that the Federal Reserve will continue to allow institutions to include trust preferred securities in Tier 1 capital for regulatory purposes. If 8 the trust preferred securities were no longer allowed to be included in Tier 1 capital, the Company would also be permitted to redeem the capital securities without penalty. The Company adopted FIN 46R effective March 31, 2004, and the effect was to de-consolidate the subsidiary trust, North Bay Statutory Trust 1, and move the mandatory redeemable preferred securities directly to the parent company balance sheet under the caption "subordinated debentures". The Company prospectively applied this ruling in the accompanying financial information. NOTE 6 - Borrowings - ------------------- Total borrowings were $19 million at September 30, 2004. There were no borrowings at September 30, 2003. The following table summarizes the borrowings: Fixed Rate Borrowings at September 30, 2004 ($ in 000's) Amount Maturity Date Interest Rate ------ ------------- ------------- Federal Home Loan Bank Advance $ 5,000 4-17-2006 2.24% Federal Home Loan Bank Advance 5,000 4-16-2007 2.83% Federal Home Loan Bank Advance 9,000 4-14-2008 3.23% ------- Total $19,000 Weighted average interest rate 2.86% 9 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FORWARD LOOKING STATEMENTS - -------------------------- In addition to the historical information this Quarterly Report contains certain forward-looking statements. The reader of this Quarterly Report should understand that all such forward-looking statements are subject to various uncertainties and risks that could affect their outcome. The Company's actual results could differ materially from those suggested by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, variances in the actual versus projected growth in assets, return on assets, loan losses, expenses, rates charged on loans and earned on securities investments, rates paid on deposits, competition effects, fee and other noninterest income earned, the economic uncertainty created by the United States' war on terrorism and the war in Iraq, as well as other factors. This entire Quarterly Report should be read to put such forward-looking statements in context and to gain a more complete understanding of the uncertainties and risks involved in the Company's business. Moreover, wherever phrases such as or similar to "In Management's opinion" "Management considers" are used, such statements are as of and based upon the knowledge of Management at the time made and are subject to change by the passage of time and/or subsequent events, and accordingly such statements are subject to the same risks and uncertainties noted above with respect to forward-looking statements. CRITICAL ACCOUNTING POLICIES - ---------------------------- The Company's accounting policies are integral to understanding the results reported. The most complex accounting policies require management's judgment to ascertain the valuation of assets, liabilities, commitments and contingencies. The Company has established detailed policies and control procedures that are intended to ensure valuation methods are well controlled and applied consistently from period to period. In addition, the policies and procedures are intended to ensure that the process for changing methodologies occurs in an appropriate manner. The following is a brief description of our current accounting policies involving significant management valuation judgments. Allowance for Loan Losses. The allowance for loan losses represents management's best estimate of losses inherent in the existing loan portfolio. The allowance for loan losses is increased by the provision for loan losses charged to expense and reduced by loans charged-off, net of recoveries. We evaluate our allowance for loan loss on a monthly basis. We believe that the allowance for loan loss is a "critical accounting estimate" because it is based upon management's assessment of various factors affecting the collectibility of the loans, including current and projected economic conditions, past credit experience, delinquency status, the value of the underlying collateral, if any, and a continuing review of the portfolio of loans and commitments. We determine the appropriate level of the allowance for loan losses, primarily on an analysis of the various components of the loan portfolio, including all significant credits on an individual basis. We segment the loan portfolios into as many components as practical. Each component would normally have similar characteristics, such as risk classification, past due status, type of loan, industry or collateral. Management has an established methodology for calculating the level of the allowance for loan losses. We analyze the following components of the portfolio and provide for them in the allowance for loan losses: Specific allowances defined as: o Management assessment of all loans classified as substandard or worse, with an outstanding balance of $100,000 or more o A specific allowance is provided for any amount by which the loan's collateral fair value is insufficient to cover the loan; or discounting estimated further cash flows, or by observing the loan's market price if it is of a kind for which there is a secondary market General allowance defined as: o An allowance for all loans outstanding within the portfolio and not contained in the specific allowances Judgmental allowance defined as: o National and local economic trends and conditions o Trends in volume of loans o Changes in underwriting standards and/or lending personnel o Concentrations of credit within the portfolio No assurance can be given that the Company will not sustain loan losses that are sizable in relation to the amount provided, or that subsequent evaluations of the loan portfolio will not require an increase in the allowance. Prevailing factors in association with the methodology may include improvement or deterioration of individual commitments or pools of similar loans, or loan concentrations. Available for Sale Securities. SFAS 115 requires that Available for Sale securities be carried at fair value. We believe this is a "critical accounting estimate" in that the fair value of a security is based on quoted market prices or if quoted market prices are not available, fair values are extrapolated from the quoted prices of similar instruments. Adjustments to the Available for Sale securities fair value impact the consolidated financial statements by increasing or decreasing assets and 10 shareholders' equity. A decline in the market value Investments classified as available-for-sale are reported at fair value with unrealized gains and losses net of related tax, if any, reported as other comprehensive income and are included in shareholders' equity. A decline in the market value of any available-for-sale or held-to-maturity security below cost that is deemed other than temporary results in a charge to earnings and the corresponding establishment of a new cost basis for the security. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity or available-for-sale security as an adjustment to yield using the effective interest method. Dividend and interest income are recognized when earned. Realized gains and losses for securities classified as available-for-sale and held-to-maturity are included in earnings and are derived using the specific identification method for determining the cost of securities sold. Deferred Tax Assets. Deferred income taxes reflect the estimated future tax effects of temporary differences between the reported amount of assets and liabilities for financial purposes and such amounts as measured by tax laws and regulations. We consider the scheduled reversal of deferred tax liabilities, projected future taxable income, and amounts available in the carryback periods, and tax planning strategies to support our position that it is more likely than not the benefit of our deferred tax assets will be realized. OVERVIEW - -------- Net income was $1,250,000 or $.50 per diluted share for the three months ended September 30, 2004, compared with $1,164,000 or $.48 per diluted share for the three months ended September 30, 2003, an increase of 7%. Net income was $3,492,000 or $.1.40 per diluted share for the nine months ended September 30, 2004, compared with $3,071,000 or $1.26 per diluted share for the nine months ended September 30, 2003, an increase of 14%. Total assets were $552,499,000 as of September 30, 2004; equating to a 22% growth in assets during the twelve months ended September 30, 2004. SUMMARY OF EARNINGS NET INTEREST INCOME - ------------------- The following table provides a summary of the components of interest income, interest expense and net interest margins for the three months ended September 30, 2004 and September 30, 2003: (In 000's) 2004 2003 ---------------------------------- --------------------------------- Average Income/ Average Average Income/ Average Balance Expense Yield/Rate Balance Expense Yield/Rate ---------------------------------- ---------------------------------- Loans (1) (2) $ 369,384 $ 5,865 6.35% $ 294,276 $ 4,853 6.60% Investment securities: Taxable 84,778 804 3.79% 70,601 481 2.73% Non-taxable (3) 12,241 150 4.90% 20,596 254 4.93% --------- --------- --------- --------- TOTAL LOANS AND INVESTMENT SECURITIES 466,403 6,819 5.85% 385,473 5,588 5.80% Due from banks, time 100 1 4.00% 100 1 4.00% Federal funds sold 10,551 39 1.48% 11,987 38 1.27% --------- --------- --------- --------- TOTAL EARNING ASSETS 477,054 $ 6,859 5.75% 397,560 $ 5,627 5.66% --------- --------- --------- --------- Cash and due from banks 41,686 32,208 Allowance for loan losses (3,863) (3,405) Premises and equipment, net 10,791 11,156 Accrued interest receivable and other assets 13,910 12,340 --------- --------- TOTAL ASSETS $ 539,578 $ 449,859 ========= ========= LIABILITIES AND SHAREHOLDERS' EQUITY Deposits: Interest bearing demand $ 216,747 $ 312 0.58% $ 187,448 $ 217 0.46% Savings 44,638 27 0.24% 34,015 17 0.20% Time 78,006 338 1.73% 72,882 316 1.73% --------- --------- --------- --------- 339,391 677 .80% 294,345 550 .75% --------- --------- --------- --------- Short-term debt 0 0 0.00% 0 2 0.00% Long-term debt 29,000 284 3.92% 10,000 129 5.16% --------- --------- --------- --------- 29,000 284 10,000 131 --------- --------- --------- --------- TOTAL INTEREST BEARING LIABILITIES 368,391 $ 961 1.04% 304,345 $ 681 .90% --------- --------- --------- --------- Noninterest bearing DDA 125,238 104,066 Accrued interest payable and other liabilities 4,013 3,755 Shareholders' equity 41,936 37,693 --------- --------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 539,578 $ 449,859 ========= ========= NET INTEREST INCOME $ 5,898 $ 4,946 ========= ========= NET INTEREST INCOME TO AVERAGE EARNING ASSETS (Net Interest Margin (4)) 4.95% 4.98% 11 <FN> (1) Average loans would include nonaccrual loans. The Company had no nonaccrual loans during 2004 or 2003. (2) Loan interest income includes loan fee income of $237 and $273 for the three months ended September 30, 2004 and September 30, 2003, respectfully. (3) Average yields shown are on a taxable-equivalent basis. On a non-taxable basis, 2004 interest income on tax exempt securities was $113 with an average yield of 3.69%; in 2003, on a non-taxable basis, interest income on tax exempt securities was $181 with an average yield of 3.52%. (4) Net interest margin is calculated by dividing net interest income by the average balance of total earning assets for the applicable period. </FN> The following table provides a summary of the components of interest income, interest expense and net interest margins for the nine months ended September 30, 2004 and September 30, 2003: (In 000's) 2004 2003 -------------------------------------- ---------------------------------- Average Income/ Average Average Income/ Average Balance Expense Yield/Rate Balance Expense Yield/Rate -------------------------------------- ---------------------------------- Loans (1) (2) $ 342,515 $ 16,515 6.43% $ 269,824 $ 13,780 6.81% Investment securities: Taxable 75,831 2,115 3.72% 80,777 1,997 3.30% Non-taxable (3) 14,261 542 5.07% 15,922 649 5.43% --------- --------- --------- --------- TOTAL LOANS AND INVESTMENT SECURITIES 432,607 19,172 5.91% 366,523 16,426 5.98% Due from banks, time 100 2 2.67% 100 2 2.67% Federal funds sold 16,788 139 1.10% 18,542 157 1.13% --------- --------- --------- --------- TOTAL EARNING ASSETS 449,495 $ 19,313 5.73% 385,165 $ 16,585 5.74% --------- --------- --------- --------- Cash and due from banks 35,969 26,931 Allowance for loan losses (3,720) (3,370) Premises and equipment, net 10,784 11,166 Accrued interest receivable and other assets 13,490 11,957 --------- --------- TOTAL ASSETS $ 506,018 $ 431,849 --------- --------- LIABILITIES AND SHAREHOLDERS' EQUITY Deposits: Interest bearing demand $ 209,482 $ 830 0.53% $ 170,537 $ 688 0.54% Savings 41,016 71 0.23% 31,695 88 0.37% Time 75,193 944 1.67% 78,969 1,131 1.91% --------- --------- --------- --------- 325,691 1,845 .76% 281,201 1,907 .90% --------- --------- --------- --------- Short-term debt 0 1 0.00% 1,000 10 1.33% Long-term debt 21,422 662 4.12% 10,000 411 5.48% --------- --------- --------- --------- 21,422 663 11,000 421 --------- --------- --------- --------- TOTAL INTEREST BEARING LIABILITIES 347,113 $ 2,508 .96% 292,201 $ 2,328 1.06% --------- --------- --------- --------- Noninterest bearing DDA 114,304 99,073 Accrued interest payable and other liabilities 4,323 3,749 Shareholders' equity 40,278 36,826 --------- --------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 506,018 $ 431,849 ========= ========= NET INTEREST INCOME $ 16,805 $ 14,257 ========= ========= NET INTEREST INCOME TO AVERAGE EARNING ASSETS (Net Interest Margin (4)) 4.98% 4.94% 12 <FN> (1) Average loans would include nonaccrual loans. The Company had no nonaccrual loans during 2004 or 2003. (2) Loan interest income includes loan fee income of $814 and $811 for the nine months ended September 30, 2004 and September 30, 2003, respectfully. (3) Average yields shown are on a taxable-equivalent basis. On a non-taxable basis, 2004 interest income on tax exempt securities was $409 with an average yield of 3.82%; in 2003, on a non-taxable basis, interest income on tax exempt securities was $473 with an average yield of 3.96%. (4) Net interest margin is calculated by dividing net interest income by the average balance of total earning assets for the applicable period </FN> Net interest income represents the amount by which interest earned on earning assets (primarily loans and investments) exceeds the amount of interest paid on deposits. Net interest income is a function of volume, interest rates and level of non-accrual loans. Non-refundable loan origination fees are deferred and amortized into income over the life of the loan. Net interest income before the provision for loan losses on a taxable-equivalent basis for the three months ended September 30, 2004 and September 30, 2003 was $5,898,000 and $4,946,000, respectively. These results equate to a 19% increase in net interest income for the third quarter of 2004 compared to the third quarter of 2003. Loan fee income, which is included in interest income from loans, was $237,000 for the three months ended September 30, 2004, compared with $273,000 for the three months ended September 30, 2003. Net interest income before the provision for loan losses on a taxable-equivalent basis for the nine months ended September 30, 2004 and September 30, 2003 was $16,805,000 and $14,257,000, respectively. These results equate to an 18% increase in net interest income for the first nine months of 2004 compared to the same period of 2003. Loan fee income, which is included in interest income from loans, was $814,000 for the nine months ended September 30, 2004, compared with $811,000 for the nine months ended September 30, 2003. Taxable-equivalent interest income increased $1,232,000 or 22% in the third quarter of 2004 compared with the same period of 2003. The net increase of $1,232,000 was attributable to an increase in the volume of earning assets accounting for $1,227,000 of this increase, and an increase of $5,000 attributable to higher rates. Interest paid on interest-bearing liabilities increased $280,000 or 12% in the third quarter of 2004 compared with the third quarter of 2003. The increase of $280,000 was attributable to an increase in the volume of deposits and other borrowings accounting for $304,000 of this increase, offset by a decrease of $24,000 attributable to lower rates. Taxable-equivalent interest income increased $2,728,000 or 16% in the first nine months of 2004 compared with the same period of 2003. The net increase of $2,728,000 was attributable to an increase in the volume of earning assets accounting for $3,507,000 of this increase, offset by a decrease of $779,000 attributable to lower rates. Interest paid on interest-bearing liabilities increased $180,000 in the first nine months of 2004 compared with the same period of 2003. Although increases in the volume of deposits and other borrowings account for an increase of $588,000 it was offset by a decrease of $408,000 attributable to lower rates. The average balance of earning assets for the nine month period increased $64,330,000 or 17% when compared with September 30, 2003 and the average balance of interest-bearing liabilities increased $54,912,000 or 19% compared with the same period in 2003. Management does not expect a material change in the Company's net interest margin during the next twelve months as the result of a modest increase or decrease in general interest rates. 13 The following table sets forth a summary of the changes in interest earned and interest paid for the three months ended September 30, 2004 over the same period of 2003 resulting from changes in assets and liabilities volumes and rates. The change in interest due to both rate and volume has been allocated in proportion to the relationship of absolute dollar amounts of change in each. (In 000's) 2004 Over 2003 Volume Rate Total ----------------------------------------------------------- Increase (Decrease) in Interest and Fee Income Time deposits with other Financial institutions $ 0 $ 0 $ 0 Investment securities: Taxable 97 226 323 Non-taxable (1) (103) (1) (104) Federal funds sold (5) 6 1 Loans 1,238 (226) 1,012 ----------------------------------------------------------- Total interest and fee income 1,227 5 1,232 ----------------------------------------------------------- Increase (Decrease) in Interest Expense Deposits: Interest bearing Transaction accounts 34 61 95 Savings 5 5 10 Time deposits 22 0 22 ----------------------------------------------------------- Total deposits 61 66 127 Short-term borrowings (2) 0 (2) Long-term debt 245 (90) 155 ----------------------------------------------------------- Total Interest Expense 304 (24) 280 ----------------------------------------------------------- Net Interest Income $ 923 $ 29 $ 952 =========================================================== <FN> (1) The interest earned is taxable-equivalent. </FN> The following table sets forth a summary of the changes in interest earned and interest paid for the nine months ended September 30, 2004 over the same period of 2003 resulting from changes in assets and liabilities volumes and rates. The change in interest due to both rate and volume has been allocated in proportion to the relationship of absolute dollar amounts of change in each. (In 000's) 2004 Over 2003 Volume Rate Total ----------------------------------------------------------- Increase (Decrease) in Interest and Fee Income Time deposits with other Financial institutions $ 0 $ 0 $ 0 Investment securities: Taxable (122) 240 118 Non-taxable (1) (68) (39) (107) Federal funds sold (15) (3) (18) Loans 3,712 (977) 2,735 ----------------------------------------------------------- Total interest and fee income 3,507 (779) 2,728 ----------------------------------------------------------- Increase (Decrease) in Interest Expense Deposits: Interest bearing Transaction accounts 157 (15) 142 Savings 26 (43) (17) Time deposits (54) (133) (187) ----------------------------------------------------------- Total deposits 129 (191) (62) Short-term borrowings (10) 1 (9) Long-term debt 469 (218) 251 ----------------------------------------------------------- Total Interest Expense 588 (408) 180 ----------------------------------------------------------- Net Interest Income $2,919 ($371) $2,548 =========================================================== <FN> (2) The interest earned is taxable-equivalent. </FN> 14 PROVISION AND ALLOWANCE FOR LOAN LOSSES - --------------------------------------- The Company maintains an allowance for loan losses at a level considered adequate to provide for losses that can be reasonably anticipated. The allowance is increased by the provision for loan losses and reduced by net charge offs. The allowance for loan losses is based on estimates, and ultimate losses may vary from current estimates. These estimates are reviewed periodically. As adjustments become necessary, they are reported in earnings during the periods they become known. The Company conducts credit reviews of the loan portfolio and considers current economic conditions, historical loan loss experience and other factors in determining the adequacy of the allowance balance. This evaluation establishes a specific allowance for all classified loans over $100,000 and establishes percentage allowance requirements for all other loans, according to the classification as determined by the Company's internal grading system. As of September 30, 2004 the allowance for loan losses of $4,040,000 represented 1.12% of loans outstanding. As of September 30, 2003, the allowance represented 1.23% of loans outstanding. During the three months ended September 30, 2004 $180,000 was charged to expense for the loan loss provision, compared with $45,000 for the same period in 2003. During the nine months ended September 30, 2004 $540,000 was charged to expense for the loan loss provision, compared with $135,000 for the same period in 2003. The increase in the expense for the loan loss provision was to provide for growth in the overall loan portfolio. There were net charge-offs of $24,000 during the first nine months of 2004 compared with $4,000 of net charge-offs during the first nine months of 2003. The following table summarizes changes in the allowance for loan losses: (In 000's) For the Nine months ended September 30, September 30, 2004 2003 ------ ------ Balance, beginning of period $3,524 $3,290 Provision for loan losses 540 135 Loans charged off (109) (11) Recoveries of loans previously charged off 85 7 ------ ------ Balance, end of period $4,040 $3,421 ====== ====== Allowance for loan losses to total outstanding loans 1.12% 1.23% There were no loans on non-accrual status as of September 30, 2004, September 30, 2003 or December 31, 2003. There were no loans 90 days or more past due and still accruing interest or restructured loans at September 30, 2004, September 30, 2003 or December 31, 2003. NON-INTEREST INCOME - ------------------- Non-interest income, other than gains on the sale of securities, was $986,000 for the three months ended September 30, 2004 compared with $848,000 for the same period in 2003, a 16% increase. Non-interest income, excluding gains on the sale of securities, was $2,967,000 for the nine months ended September 30, 2004 compared with $2,285,000 for the same period in 2003, a 30% increase. Non-interest income primarily consists of service charges and other fees related to deposit accounts. The increase in non-interest income resulted primarily from an increase in the number of deposit accounts, transaction volumes and directly 15 related service charges. Service charges on deposit accounts increased proportionately more than the increase in deposit balances because of improved collection efforts and implementation of an overdraft privilege program that commenced in the fourth quarter of 2003. GAINS ON SECURITIES - ------------------- Net gains of $262,000 for the nine months ended September 30, 2004 resulted from the sale of several available-for-sale securities. There were no gains during the three months ended September 30, 2004. Net gains of $207,000 and $637,000 for the three and nine months ended September 30, 2003, respectively, also resulted from the sale of several available-for-sale securities. NON-INTEREST EXPENSE - -------------------- Non-interest expense for the three months ended September 30, 2004 and September 30, 2003 were $4,667,000 and $4,267,000, respectively, a 9% increase. Non-interest expense for the nine months ended September 30, 2004 and September 30, 2003 were $13,835,000 and $12,593,000, respectively, a 10% increase. Salaries and employee benefits expense for the three months ended September 30, 2004 and 2003 were $2,566,000 and $2,338,000, respectively, a 10% increase. Salaries and employee benefits expense for the nine months ended September 30, 2004 and 2003 were $7,633,000 and $6,896,000, respectively, an 11% increase. The increase in 2004 resulted from increased salaries paid to Company officers and employees, and an increase of approximately eleven full-time equivalent (FTE) employees from 154 at September 30, 2003 to 165 at September 30, 2004. The increases in FTE were related to increasing sales activity and staffing new offices. Occupancy expense for the three months ended September 30, 2004 and 2003 were $369,000 and $356,000, respectively, a 4% increase. Occupancy expense for the nine months ended September 30, 2004 and 2003 were $1,080,000 and $931,000, respectively, representing a 16% increase. The increase in 2004 is attributable to opening a branch and renting locations for Executive and Administration offices in March 2003 and opening our 10th branch in the third quarter of 2004. Equipment expense for the three months ended September 30, 2004 and 2003 were $502,000 and $485,000, respectively, representing an increase of 4%. Equipment expense for the nine months ended September 30, 2004 and 2003 were $1,509,000 and $1,230,000, respectively, an increase of 23%. The primary reason for the increase in equipment expense in 2004 compared with 2003 was the reversal of expenses accrued during the pendency of a lawsuit. The suit was settled on September 17, 2003. Other expenses for the three months ended September 30, 2004 and September 30, 2003 were $1,230,000 and $1,088,000, respectively, a 13% increase. Other expenses for the nine months ended September 30, 2004 and September 30, 2003 were $3,613,000 and $3,536,000, respectively, a 2% increase. The increase in other expense in 2004 compared with 2003 was primarily in marketing and education expenses. Offseting these increases, was a reduction in legal fees since there has been no litigation expenses in 2004. Legal fees were $63,000 and $120,000 for three and nine months ended September 30, 2004, respectively. This compares with $214,000 and $521,000, respectively, for the same period in 2003. INCOME TAXES - ------------ The Company reported a provision for income tax for the three months ended September 30, 2004 and 2003 of $750,000 and $452,000, respectively. The Company reported a provision for income tax for the nine months ended September 30, 2004 and 2003 of $2,034,000 and $1,204,000, respectively. Both the 2004 and 2003 provisions reflect tax accruals at statutory rates for federal income taxes, adjusted primarily for the effect of the Company's investments in tax-exempt municipal securities, bank owned life insurance policies and state taxes. Comparison with the first nine months of 2003 were impacted by the real estate investment trust ("REIT") state tax benefits which were reflected in net income in the first three quarters of 2003 and were reversed in the fourth quarter of 2003. BALANCE SHEET - ------------- Total assets as of September 30, 2004 were $552,499,000 compared with $451,316,000 as of September 30, 2003, and $459,482,000 at December 30, 2003 equating to a 22% increase during the twelve months ended September 30, 2004, and a 20% increase for the nine months ended September 30, 2003. Total deposits as of September 30, 2004 were $476,792,000 compared with $399,421,000 as of September 30, 2003, and $406,445,000 at December 30, 2003 representing a 19% increase during the twelve months then ended, and a 17% increase for the nine months ended September 30, 2004. Gross loans outstanding as of September 30, 2004 were $358,443,000 compared with $277,912,000 as of September 30, 2003, and $306,663,000 at December 30, 2003 equating to a 29% increase during the twelve months then ended and a 17% increase for the nine months ended September 30, 2004. LOANS HELD FOR SALE - ------------------- The Company had $20,232,000, $10,786,000 and $3,095,000 in purchased participations in mortgage loans as of September 30, 2004, September 30, 2003 and December 31, 2003, respectively. Loans originated or purchased and considered held for sale are carried at the lower of cost or estimated market value in the aggregate. Net unrealized losses, if any, are recognized through a valuation allowance by charges to income. There were no gains or losses recognized during 2003 or 2004. SUBORDINATED DEBENTURES - ----------------------- During September 2002, the Company formed North Bay Statutory Trust I (Trust), a Connecticut statutory business trust, for the purpose of issuing guaranteed undivided beneficial interests in junior subordinated debentures (trust preferred securities). During September 2002, the Trust issued $10 million in floating rate Cumulative Trust Preferred Securities (Securities). The Securities bear interest at a rate of Libor plus 3.45% and had an initial interest rate of 5.34%; as of September 30, 2004 the interest rate was 5.40%; the Securities will mature on September 26, 2032, but earlier redemption is permitted under certain circumstances, such as changes in tax or regulatory capital rules. As previously discussed the Company de-consolidated the Trust as of March 31, 2004. As a result, the junior subordinated debentures issued by the Company to the Trust, totaling $10,310,000 are reflected on the Company's consolidated balance sheet, under the caption Subordinated Debentures. The Company also recognized its $310,000 investment in the Trust, which is recorded in Investment in Subsidiary. The Trust has no independent assets or operations and exists for the sole purpose of issuing trust preferred securities and investing the proceeds thereof in an equivalent amount of subordinated debentures issued by the Company. 16 The Securities, the subordinated debenture issued by the Trust is redeemable in whole or in part on or after September 26, 2007, or at any time in whole, but not in part, upon the occurrence of certain events. The Securities are included in Tier 1 capital for regulatory capital adequacy determination purposes, subject to certain limitations. The Company fully and unconditionally guarantees the obligations of the Trust with respect to the issuance of the Securities. Subject to certain exceptions and limitations, the Company may, from time to time, defer subordinated debenture interest payments, which would result in a deferral of distribution payments on the Securities and, with certain exceptions, prevent the Company from declaring or paying cash distributions on the Company's common stock or debt securities that rank junior to the subordinated debentures. BORROWINGS - ---------- Total borrowings were $19 million at September 30, 2004. There were no borrowings at September 30, 2003. The following table summarizes the borrowings: Fixed Rate Borrowings at September 30, 2004 ($ in 000's) Amount Maturity Date Interest Rate ------ ------------- ------------- Federal Home Loan Bank Advance $ 5,000 4-17-2006 2.24% Federal Home Loan Bank Advance 5,000 4-16-2007 2.83% Federal Home Loan Bank Advance 9,000 4-14-2008 3.23% ------- Total $19,000 Weighted average interest rate 2.86% LIQUIDITY AND CAPITAL ADEQUACY - ------------------------------ The Company's liquidity is determined by the level of assets (such as cash, Federal Funds, and investment in unpledged marketable securities) that are readily convertible to cash to meet customer withdrawals and borrowings. Management reviews the Company's liquidity position on a regular basis to ensure that it is adequate to meet projected loan funding and potential withdrawal of deposits. The Company has a comprehensive Asset/Liability Management and Liquidity Policy, which it uses to determine adequate liquidity. As of September 30, 2004 liquid assets were 28% of total assets, compared with 32% as of September 30, 2003. The Federal Deposit Insurance Corporation Improvement Act (FDICIA) established ratios used to determine whether a Company is "Well Capitalized," "Adequately Capitalized," "Undercapitalized," "Significantly Undercapitalized," or "Critically Undercapitalized." A Well Capitalized Company has risk-based capital of at least 10%, tier 1 risked-based capital of at least 6%, and a leverage ratio of at least 5%. As of September 30, 2004, the Company's risk-based capital ratio was 12.54%. The Company's tier 1 risk-based capital ratio and leverage ratio were 11.64% and 9.71%, respectively. 17 As the following table indicates, the Company and the Banks currently exceeds the regulatory capital minimum requirements. The Company and the Banks are considered "Well Capitalized" according to regulatory guidelines. To Be Well Capitalized For Capital Under Prompt Corrective Actual Adequacy Purposes Action Provisions ------------------- -------------------- ---------------------- (In 000's) Minimum regulatory Minimum regulatory requirement requirement Amount Ratio Amount Ratio Amount Ratio ------- ----- ------- ----- ------- ----- As of September 30, 2004: Total Capital (to Risk Weighted Assets) Consolidated $56,432 12.54% $36,005 8.00% $45,006 10.00% The Vintage Bank 39,239 11.30% 27,770 8.00% 34,713 10.00% Solano Bank 10,107 10.05% 8,045 8.00% 10,056 10.00% Tier I Capital (to Risk Weighted Assets) Consolidated 52,392 11.64% 18,002 4.00% 27,004 6.00% The Vintage Bank 36,112 10.40% 13,885 4.00% 20,828 6.00% Solano Bank 9,194 9.14% 4,023 4.00% 6,034 6.00% Tier I Capital (to Average Assets) Consolidated 52,392 9.71% 21,583 4.00% 26,979 5.00% The Vintage Bank 36,112 8.56% 16,871 4.00% 21,088 5.00% Solano Bank 9,194 8.45% 4,351 4.00% 5,439 5.00% Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Market risk is the exposure to loss resulting from changes in interest rates, foreign currency exchange rates, commodity prices and equity prices. Although the Company manages other risks, as in credit quality and liquidity risk, in the normal course of business, management considers interest rate risk to principally be a market risk. Other types of market risks, such as foreign currency exchange rate risk, do not arise in the normal course of the Company's business activities. The majority of the Company's interest rate risk arises from instruments, positions and transactions entered into for purposes other than trading. They include loans, securities available-for-sale, deposit liabilities, short-term borrowings and long-term debt. Interest rate risk occurs when assets and liabilities reprice at different times as interest rates change. The Company manages interest rate risk through its Audit Committee, which serves as the Asset Liability Committee (ALCO). The ALCO monitors exposure to interest rate risk on a quarterly basis using both a traditional gap analysis and simulation analysis. Traditional gap analysis identifies short and long-term interest rate positions or exposure. Simulation analysis uses an income simulation approach to measure the change in interest income and expense under rate shock conditions. The model considers the three major factors of (a) volume differences, (b) repricing differences and (c) timing in its income simulation. The model begins by disseminating data into appropriate repricing buckets based on internally supplied algorithms (or overridden by calibration). Next, each major asset and liability type is assigned a "multiplier" or beta to simulate how much that particular balance sheet category type will reprice when interest rates change. The model uses eight asset and liability multipliers consisting of bank-specific or default multipliers. The remaining step is to simulate the timing effect of assets and liabilities by modeling a month-by-month simulation to estimate the change in interest income and expense over the next 12-month period. The results are then expressed as the change in pre-tax net interest income over a 12-month period for +1%, and +2% shocks. Utilizing the simulation model to measure interest rate risk at September 30, 2004 and December 31, 2003 the Company is within the established exposure of a 4% change in "return on equity" tolerance limit set by the Company's risk policy. There were no significant changes in interest rate risk from the annual report on form 10-K for December 31, 2003. 18 Item 4. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures: Based on their evaluation as of September 30, 2004, the Company's Chief Executive Officer and Chief Financial Officer have concluded that the Company's disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. Changes in Internal Controls: There were no significant changes in our internal controls over financial reporting that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. 19 PART 2 OTHER INFORMATION OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS Other than ordinary routine litigation incidental to the business of the Company, there are no material pending legal proceedings, except as follow: On March 8, 2004, in connection with the termination of her employment by North Bay, Jennifer Rose, a former employee of North Bay filed a suit in Napa County Superior Court (Case No. 26-24645) entitled Rose v. North Bay Bancorp. The complaint alleges causes of action for negligent misrepresentation; wrongful termination; violations of the California Labor Code; breach of contract; discrimination, based on association and gender; and negligent infliction of emotional distress, and requests unspecified compensatory and punitive damages, double recovery under certain California statutory provisions, costs, and attorneys' fees. North Bay denies all allegations and has filed a motion for summary judgment against all claims against it, which is scheduled to be heard on January 7, 2005, the date of a mandatory settlement conference. Trial is scheduled for February 15, 2005. Although North Bay intends to aggressively defend this action, at this point in the proceedings, no assurance can given as to the possible outcome, or the amount of damages, if any, that could be assessed against North Bay in the event of an unfavorable outcome. ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS None ITEM 3. DEFAULTS UPON SENIOR SECURITIES None ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None ITEM 5. OTHER INFORMATION In a letter to the Federal Reserve Bank of San Francisco dated October 12, 2004, North Bay suspended its financial holding company status and will operate instead as a bank holding company. The change in status will not affect any non-financial subsidiaries or activities currently being conducted by North Bay, although it will mean that, future acquisitions or expansions of non-financial activities may require prior Federal Reserve Board approval and will be limited to those that are permissible for bank holding companies. ITEM 6. EXHIBITS An index of exhibits begins on page 22. 20 Pursuant to the requirements of the Securities and Exchange Act of 1934, the Company has duly caused this quarterly report to be signed on its behalf by the undersigned, thereunto duly authorized. NORTH BAY BANCORP A California Corporation Date: November 12, 2004 BY: /s/ Terry L. Robinson --------------------------------- Terry L. Robinson President & CEO Principal Executive Officer Date: November 12, 2004 BY: /s/ Lee-Ann Cimino --------------------------------- Lee-Ann Cimino Senior Vice President Principal Financial Officer 21 EXHIBIT INDEX Exhibit No. Description ----------- ----------- 11 Statement re: computation of per share earnings is included in Note 3 to the unaudited condensed consolidated financial statements of Registrant. 31.1 Certificate of Principal Executive Officer Pursuant to SEC Release 33-8238 31.2 Certificate of Principal Financial Officer Pursuant to SEC Release 33-8238 32.1 Certificate of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350 32.2 Certificate of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350 22