1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2000 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission file number 0-25135 REDDING BANCORP (Exact name of Registrant as specified in its charter) CALIFORNIA 94-2823865 (State or other jurisdiction of incorporation (I.R.S. Employer or organization) Identification No.) 1951 CHURN CREEK ROAD REDDING, CALIFORNIA 96002 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (530) 224-3333 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 per share 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 the number of shares outstanding of each of the issuer's class of common stock, as of the latest practicable date. June 30, 2000: 2,615,923 2 REDDING BANCORP & SUBSIDIARIES INDEX TO FORM 10-Q ================================================================================ PART I. Financial Information Page: Item 1. Financial Statements Consolidated Condensed Balance Sheets June 30, 2000 and December 31, 1999 ................................ 3 Consolidated Condensed Statements of Income Three and six months ended June 30, 2000 and 1999................... 4 Consolidated Condensed Statements of Cash Flows Six months ended June 30, 2000 and 1999............................. 5 Notes to Consolidated Condensed Financial Statements................ 6 Item 2. Management's Discussion and Analysis Of Financial Condition and Results of Operations......................... 8 Item 3. Quantitative and Qualitative Disclosure about Market Risk... 18 PART II. Other Information Item 1. Legal proceedings........................................... 20 Item 2. Changes in Securities and use of proceeds................... 20 Item 3. Defaults Upon Senior Securities............................. 20 Item 4. Submission of Matters to a Vote of Security Holders......... 20 Item 5. Other Information........................................... 21 Item 6. Exhibits and Report on Form 8-K............................. 21 SIGNATURES.................................................................. 21 2 3 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS REDDING BANCORP & SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS (DOLLAR AMOUNTS IN THOUSANDS) June 30, 2000 December 31, 1999 ------------- ----------------- (unaudited) Assets: Cash & Due From Banks $ 12,606 $ 11,605 Federal Funds Sold 12,120 7,560 --------- --------- Cash and cash equivalents 24,726 19,165 Investment Securities: Available for sale (amortized cost $20,180 and $25,767) 19,857 25,375 Held to maturity (market value of $5,555 and $6,722) 5,907 6,769 --------- --------- 25,764 32,144 Loans: Real Estate - Construction 33,834 37,859 Real Estate - Commercial 86,498 78,842 Commercial & Financial 61,351 53,383 Installment Loans 397 294 Other Loans 2,231 2,812 --------- --------- Total Loans 184,311 173,190 Deferred loan fees (319) (372) Less allowance for loan losses (3,034) (2,972) --------- --------- Net Loans 180,958 169,846 Premise & Equipment 5,424 5,474 Other Assets 5,822 5,890 --------- --------- Total Assets $ 242,694 $ 232,519 ========= ========= Liabilities: Demand Accounts $ 34,575 $ 40,381 NOW & Money Market 40,218 43,176 Savings Accounts 12,166 11,577 Time Accounts 119,368 103,189 --------- --------- Total Deposits 206,327 198,323 Borrowed Funds 4,800 4,800 Other Liabilities 3,906 3,337 --------- --------- Total Liabilities 215,033 206,460 Stockholders' Equity: Common Stock 5,154 4,809 Retained Earnings 22,709 21,491 Accumulated other comprehensive income (202) (241) --------- --------- 27,661 26,059 --------- --------- Total Liabilities & Stockholders' Equity $ 242,694 $ 232,519 ========= ========= See notes to unaudited consolidated condensed financial statements. 3 4 REDDING BANCORP & SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF INCOME (UNAUDITED) (DOLLARS IN THOUSANDS, EXCEPT SHARE DATA) Three months ended Six months ended June 30, 2000 June 30, 1999 June 30, 2000 June 30, 1999 ------------- ------------- ------------- ------------- Interest Income: Interest & Fees on Loans $ 4,404 $ 3,526 $ 8,540 $ 6,907 Interest on Investments 377 528 783 1,037 Interest on Federal Funds Sold 221 122 366 311 ------- ------- ------- ------- Total Interest income 5,002 4,176 9,689 8,255 ------- ------- ------- ------- Interest Expense: Interest on Checking 252 226 444 345 Interest on Savings 103 81 209 181 Interest on Time Deposits 1,748 1,160 3,180 2,419 Interest on Borrowed Funds 80 0 159 0 ------- ------- ------- ------- Total Interest Expense 2,183 1,467 3,992 2,945 ------- ------- ------- ------- Net Interest Income 2,819 2,709 5,697 5,310 Provision for Loan Losses 56 15 56 40 ------- ------- ------- ------- Net Interest Income After Provision for loan losses 2,763 2,694 5,641 5,270 ------- ------- ------- ------- Noninterest Income: Service Charges 57 72 110 145 Credit Card Income, net 454 471 924 886 Other Income 204 225 416 418 Gain (Loss) on sale of Investment Securities available for sale 0 0 (59) 0 ------- ------- ------- ------- Total Other Income: 715 768 1,391 1,449 ------- ------- ------- ------- Noninterest Expense: Salaries & Benefits 922 892 1,822 1,855 Occupancy & Equipment 221 219 489 448 Data Processing & Other Professional 134 142 268 365 Other Expense 263 405 613 758 ------- ------- ------- ------- Total Other Expense 1,540 1,658 3,192 3,426 ------- ------- ------- ------- Income before Income Taxes 1,938 1,804 3,840 3,293 Provision for Income Tax 698 670 1,435 1,260 ------- ------- ------- ------- Net Income $ 1,240 $ 1,134 $ 2,405 $ 2,033 ======= ======= ======= ======= Basic Earnings per Share $ 0.47 $ 0.43 $ 0.92 $ 0.77 Weighted Average Shares 2,617 2,651 2,624 2,656 Diluted Earnings per Share $ 0.45 $ 0.40 $ 0.86 $ 0.71 Weighted Average Shares 2,767 2,856 2,809 2,875 See notes to unaudited consolidated condensed financial statements. 4 5 REDDING BANCORP & SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) (DOLLARS IN THOUSANDS) SIX MONTHS ENDED JUNE 30, 2000 AND 1999 Six Months Ended June 30, 2000 June 30,1999 ------------- ------------ Cash flows from operating activities: Net Income $ 2,405 $ 2,033 Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan losses 56 40 Provision for depreciation 249 226 Compensation associated with stock options 34 -- Amortization of investment premiums and Accretion of discounts, net 62 (63) (Gain) loss on sale of loans (83) (113) Proceeds from sales of loans 4,339 3,752 Loans originated for sale (4,402) (3,639) Decrease in other assets 69 624 Increase in deferred loan fees (52) (55) Increase in other liabilities 569 458 -------- -------- Net cash provided by operating activities 841 1,230 -------- -------- Cash flows from investing activities: Proceeds from maturities of available for sale investment securities 1,876 13,023 Proceeds from sale of available for sale investment securities 4,420 -- Loss on sale of available for sale investment securities 59 -- Purchases of available for sale investment securities 0 (18,301) Loan origination's, net of principal repayments (10,970) (12,203) Purchases of premises and equipment (212) (241) Proceeds from sales of equipment 12 16 -------- -------- Net cash provided (used) by investing activities (4,815) (17,706) -------- -------- Cash flows from financing activities: Net change in deposits 8,004 7,275 Common stock repurchase transactions (1,187) (832) Common stock options exercised 313 36 -------- -------- Net cash provided by financing activities 7,130 6,479 -------- -------- Net increase (decrease) in cash and cash equivalents 5,561 (7,964) Cash and cash equivalents at beginning of year 19,165 26,800 -------- -------- Cash and cash equivalents at end of period $ 24,726 $ 18,836 ======== ======== Supplemental disclosures: Cash paid during the period for: Income taxes 1,399 925 Interest 3,853 2,964 See notes to unaudited consolidated condensed financial statements. 5 6 REDDING BANCORP & SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS 1. BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements should be read in conjunction with the financial statements and related notes contained in Redding Bancorp's 1999 Annual Report to Shareholders. The statements include the accounts of Redding Bancorp ("the Company"), and its wholly owned subsidiaries, Redding Bank of Commerce ("RBC") and Redding Service Corporation. All significant inter-company balances and transactions have been eliminated. The financial information contained in this report reflects all adjustments that in the opinion of management are necessary for a fair presentation of the results of the interim periods. All such adjustments are of a normal recurring nature. The results of operations and cash flows for the three and six months ended June 30, 2000 are not necessarily indicative of the results that may be expected for the year ending December 31, 2000. For purposes of reporting cash flows, cash and cash equivalents include cash on hand, amounts due from banks, federal funds sold and repurchase agreements. Federal funds sold and repurchase agreements are generally for one day periods. 2. EARNINGS PER SHARE Basic earnings per share excludes dilution and is computed by dividing net income by the weighted-average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. The following table displays the computation of earnings per share for the three and six months ended June 30, 2000 and 1999. (Dollars in thousands, except earnings per share data) Three Months Ended Six Months Ended - --------------------------------------------------------------------------------------------------------- Basic EPS Calculation: June 30, 2000 June 30, 1999 June 30, 2000 June 30, 1999 - --------------------------------------------------------------------------------------------------------- Numerator (net income) $1,240 $1,134 $2,405 $2,033 Denominator (average common shares outstanding) 2,617 2,651 2,624 2,656 Basic earnings per Share $ 0.47 $ 0.43 $ 0.92 $ 0.77 Diluted EPS Calculation: Numerator (net income) $1,240 $1,134 $2,405 $2,033 Denominator: Average common shares outstanding 2,617 2,651 2,624 2,656 Options 150 205 185 219 ------ ------ ------ ------ 2,767 2,856 2,809 2,875 Diluted earnings per Share $ 0.45 $ 0.40 $ 0.86 $ 0.71 - --------------------------------------------------------------------------------------------------------- 6 7 3. COMPREHENSIVE INCOME The Company's total comprehensive income was as follows: Three Months Ended Six Months Ended - ---------------------------------------------------------------------------------------------------------- June 30, 2000 June 30, 1999 June 30, 2000 June 30, 1999 - ---------------------------------------------------------------------------------------------------------- Net Income as reported $ 1,240 $ 1,134 $ 2,405 $ 2,033 Other comprehensive income (net of tax): Change in unrealized holding gain (loss) on available for sale securities 36 (88) 4 (301) Reclassification adjustment -- -- 35 -- ------- ------- ------- ------- Total comprehensive income $ 1,276 $ 1,046 $ 2,444 $ 1,732 - ---------------------------------------------------------------------------------------------------------- 4. COMMON STOCK DIVIDEND No dividends were declared in the second quarter of 2000. The last dividend the Board of Directors declared was on September 21, 1999. An annual cash dividend of 60 cents per share on the Company's Common Stock was paid to shareholders of record as of October 1, 1999. 5. SEGMENT REPORTING The Company has two reportable segments: commercial banking and credit card services. The Company conducts a general commercial banking business in the counties of El Dorado, Placer, Shasta, and Sacramento, California. The principal commercial banking activities include a full-array of deposit accounts and related services and commercial lending for businesses and their interests. Credit card services are limited to those revenues and data processing costs associated with its agreement with an Independent Sales Organization (ISO), pursuant to which the Bank provides credit and debit card processing services for merchants solicited by the ISO or the Bank who accept credit and debit cards as payments for goods and services. The following table presents financial information about the Company's reportable segments: Three Months Ended Six Months Ended - ---------------------------------------------------------------------------------------------------------- Net income before taxes allocated to: June 30, 2000 June 30, 1999 June 30, 2000 June 30, 1999 - ---------------------------------------------------------------------------------------------------------- Commercial Banking $1,484 $1,333 $2,916 $2,407 Credit card services 454 471 924 886 ------ ------ ------ ------ $1,938 $1,804 $3,840 $3,293 - ---------------------------------------------------------------------------------------------------------- In April 1993, the Bank entered into an agreement (the "Merchant Services Agreement") with Cardservice International, Inc. ("CSI"), an independent sales organization ("ISO") and nonbank merchant credit card processor, pursuant to which the Bank has agreed to provide credit and debit card processing services for merchants solicited by CSI who accept credit and debit cards as payment for goods and services. Pursuant to the Merchant Services Agreement, the Bank acts as a clearing bank for CSI and processes credit or debit card transactions into the Visa(R) or MasterCard(R) system for presentment to the card issuer. As a result of the Merchant Services Agreement, the Bank has acquired electronic credit and debit card processing relationships with merchants in various industries on a nationwide basis. 7 8 The Merchant Services Agreement with CSI was renewed in 1997 for a period of four years, which expires on April 1, 2001. During the course of negotiations the Company has determined that the continuation of the contract will be at a substantially reduced revenues and CSI and the Company have not come to an agreement on renewal terms of the contract. If the Company and CSI cannot come to an agreement on pricing of the service, the Company expects that CSI will terminate the Merchant Services Agreement at the end of the contract period. Either new pricing or termination of the Merchant Services Agreement will result in a significant decline in revenues from merchant credit card processing and have a material adverse affect on the Company results of operations. The Company is pursuing various strategies including relationships with additional ISO's, evaluation of purchase of bankcard portfolio's from the open market, and enhancing the sales team in the Roseville market area. Refer to management's discussion and analysis of financial condition and results of operations. 6. NEW ACCOUNTING PRONOUNCEMENTS In June 1998, the Financial Accounting Standards Board issued SFAS No. 133, Accounting for Derivative Instruments and hedging activities. The statement establishes accounting and reporting standards for derivative instruments and hedging activities. The effective date for the statement has been postponed until the year 2001. The Company is in the process of determining the impact of SFAS No. 133 on the Company's financial statements. 8 9 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS PRIVATE SECURITIES LITIGATION REFORM ACT SAFE HARBOR STATEMENT. This quarterly report on Form 10-Q includes forward-looking information, which is subject to the "safe harbor" created by the Securities Act of 1933, and Securities Act of 1934. These forward-looking statements (which involve the Company's plans, beliefs and goals, refer to estimates or use similar terms) involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Such risks and uncertainties include, but are not limited to, the following factors: - - Competitive pressure in the banking industry and changes in the regulatory environment. - - Changes in the interest rate environment and volatility of rate sensitive deposits. - - The health of the economy declines nationally or regionally which could reduce the demand for loans or reduce the value of real estate collateral securing most of the Company's loans. - - Credit quality deteriorates which could cause an increase in the provision for loan losses. - - Losses in the Company's merchant credit card processing business. - - Loss of the merchant credit card processing business. - - Asset/Liability matching risks and liquidity risks. - - Changes in the securities markets. For additional information concerning risks and uncertainties related to the Company and its operations please refer to the Company's Annual Report on Form 10-K for the year ended December 31, 1999 under the heading "Risk factors that may affect results". Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to revise or publicly release the results of any revision to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. The following sections discuss significant changes and trends in financial condition, capital resources and liquidity of the Company from December 31, 1999 to June 30, 2000. Also discussed are significant trends and changes in the Company's results of operations for the three and six months ended June 30, 2000, compared to the same period in 1999. The consolidated financial statements and related notes appearing elsewhere in this report are condensed and unaudited. GENERAL The Company is a bank holding company with its principal offices in Redding, California. The Company engages in a general commercial banking business in Redding and the counties of El Dorado, Placer, Shasta, and Sacramento, California. The Company considers Northern California to be the Company's major market area. The Company conducts its business through the Bank, its principal subsidiary. The services offered by the Company include those traditionally offered by commercial banks of similar size and character in California, such as checking, interest-bearing checking ("NOW") and savings accounts, money market deposit accounts, commercial, construction, real estate, personal, home improvement, automobile and other installment and term loans, travelers checks, safe deposit boxes, collection services, and telephone banking. The Company introduced an Online Internet Banking product in April 2000, under the brand name of RBC Connection(TM). The Basic Internet banking product allows customers to obtain account information online, including statement requests, check image views, transfers, stop payments, and direct email to the bank. The Executive Internet banking products allows all of the basic features plus ACH origination, wire transfer, tax deposits, and funds orders. Both products include on online bill payment feature hosted by Princeton E-com. 9 10 On June 21, 2000, the Company received it's certificate of operations to convert the Roseville loan production office to a full service banking facility, under the name of Roseville Banking Center, a division of RBC. The primary focus of the Company is to provide financial services to the business and professional community of its major market area including Small Business Administration ("SBA") loans, Commercial building financing, payroll and benefit accounting packages and merchant credit card acquisition. The Company does not offer trust services or international banking services and does not plan to do so in the near future. On November 12, 1999 President Clinton signed into law the Gramm-Leach-Bliley Act, or the Financial Services Act of 1999 (the "FSA") which became effective on March 11, 2000. The FSA repeals provisions of the Glass-Steagall Act, which had prohibited commercial banks and securities firms from affiliating with each other and engaging in each other's businesses. Thus, many of the barriers prohibiting affiliations between commercial banks and securities firms have been eliminated. The BHCA is also amended by the FSA, to allow new "financial holding companies" ("FHC") to offer banking, insurance, securities and other financial products to consumers. Specifically, the FSA amends section 4 of the BHCA in order to provide for a framework for the engagement in new financial activities. Bank holding companies ("BHC") may elect to become a financial holding company if all its subsidiary depository institutions are well-capitalized and well-managed. If these requirements are met, a BHC may file a certification to that effect with the FRB and declare that it chooses to become a FHC. After the certification and declaration is filed, the FHC may engage either de novo or though an acquisition in any activity that has been determined by the FRB to be financial in nature or incidental to such financial activity. The Company received notification from the Federal Reserve Board approving the election to a financial holding company on April 22, 2000. The Company derives its income from two principal sources: (i) net interest income, which is the difference between the interest income it receives on interest-earning assets and the interest expense it pays on interest-bearing liabilities, and (ii) fee income, which includes fees earned on deposit services, income from SBA lending, electronic-based cash management services and merchant credit card processing services. Management considers the business of the Company to be divided into two segments: (i) commercial banking and (ii) credit card services. Credit card services are limited to those revenues, net of related data processing costs, associated with the Merchant Services Agreement and the Bank's agreement to provide credit and debit card processing services for merchants solicited by the Bank who accept credit and debit cards as payments for goods and services. In April 1993, the Bank entered into an agreement (the "Merchant Services Agreement") with Cardservice International, Inc. ("CSI"), an independent sales organization ("ISO") and nonbank merchant credit card processor, pursuant to which the Bank has agreed to provide credit and debit card processing services for merchants solicited by CSI who accept credit and debit cards as payment for goods and services. Pursuant to the Merchant Services Agreement, the Bank acts as a clearing bank for CSI and processes credit or debit card transactions into the Visa(R) or MasterCard(R) system for presentment to the card issuer. As a result of the Merchant Services Agreement, the Bank has acquired electronic credit and debit card processing relationships with merchants in various industries on a nationwide basis. The Merchant Services Agreement with CSI was renewed in 1997 for a period of four years, which expires on April 1, 2001. During the course of negotiations the Company has determined that the continuation of the contract will be at a substantially reduced revenues, and CSI and the Company have not come to agreement on the renewal of the contract. If the Company and CSI cannot come to an agreement on pricing of the service, the Company expects that CSI will terminate the Merchant Services Agreement at the end of the contract period. Either the new pricing or termination of the Merchant Services Agreement will result in a significant decline in revenues from merchant credit card processing and have a material adverse affect on the Company results of operations. The Company is pursuing various strategies including relationships with additional ISO's, evaluation of purchase of bankcard portfolio's from the open market and enhancing the sales team in the Roseville market. Merchant bankcard processing services are highly regulated by credit card associations such as Visa. In order to participate in the credit card program, Redding Bank of Commerce must comply with the credit card association's rules and regulations that may change from time to time. During November 1999, Visa adopted several rule changes to reduce the risk profile in high-risk acquiring programs and these rule changes affect Redding Bank of Commerce's Merchant Services business segment. These changes include a requirement that an acquiring processor's reported fraud ratios be no greater than three times the national average. 10 11 Redding Bank of Commerce's overall fraud ratio was below the Visa requirement. Other Visa changes announced included the requirement that total processing volume in certain high-risk categories (as defined by Visa) be less than 20% of total processing volume. At March 31, 2000 (the most recent information available from Visa) Redding Bank of Commerce's total Visa transactions within these certain high-risk categories were 18% of Visa total processing volume. Although these merchants are categorized as high-risk, precautions have been taken such as requiring higher deposit reserves, daily monitoring and aggressive fraud control, and to date has not seen extraordinary losses in these categories. Additionally Visa announced a requirement that weekly average Visa volumes in the be less than 60% of an institutions tangible equity capital, and a requirement that the aggregate charge-backs for the previous six months be less than 5% of the institutions tangible equity capital. Previous guidelines allowed for weekly average Visa volumes were four times equity capital. At March 31, 2000 (the most recent information available from Visa) Redding Bank of Commerce's average weekly Visa volume was 105% of tangible equity capital, slightly above the prior guidelines, and aggregate charge-backs for the previous six months were 10.5% of tangible equity capital. A written plan has been submitted and approved by Visa to allow for attrition to bring the processing volumes into line with the new guidelines. Participants in the merchant bankcard acquiring program, such as Redding Bank of Commerce, must comply with these new Visa rules by filing a compliance plan with Visa by February 12, 2000. Redding Bank of Commerce met the deadline of February 12, 2000, and Visa has accepted the plan to gradually reduce the concentration of high-risk merchant processing. RESULTS OF OPERATIONS The Company reported earnings of $1,240,000, for the three months ended June 30, 2000. ($0.45 per share diluted) compared to $1,134,000, ($0.40 per share diluted) for the same period in 1999. Earnings for the six months ended June 30, 2000, was $2,405,000 ($0.86 per share, diluted), compared to $2,033,000 ($0.71 per share, diluted) for the six months ended June 30, 1999. The quarterly earnings represent a 18.3% increase over the same period of 1999. Factors contributing to the increase in operating results include an increase in the volume of earning assets, an increase in net interest rate spread and margin, coupled with a decrease in other non-interest expense. Assets at the six months ended June 30, 2000 totaled $242,694,000, a $10,175,000 (4.4%) increase over total assets at December 31, 1999. The growth is centered in the loan portfolio, totaling $184,311,000 at June 30, 2000 compared to $173,190,000 at December 31, 1999, a 6.4% increase. The growth has been funded in part by an increase in time deposits of 15.7% over December 31, 1999, and maturities of investment securities. The reduction of demand deposits of 16.8% over December 31, 1999 is a result of sweep account transactions that have moved from demand deposits to a money market fund with Goldman Sachs through an alliance program. NET INTEREST INCOME Net interest income is the primary source of income for the Bank. Net interest income represents the excess of interest and fees earned on interest-earning assets (loans, investments and Federal Funds sold) over the interest paid on deposits and borrowed funds. Net interest margin is net interest income expressed as a percentage of average earning assets. For the three months ended June 30, 2000, interest income increased $826,000 (19.8%) over the same period in 1999. Interest expense on deposit accounts and borrowings increased $716,000 (48.8%) over the same three-month period in 1999. For the six months ended June 30, 2000, interest income increased $1,434,000 or 17.4% over the same six month period in 1999. For the six months ended June 30, 2000, interest expense on deposit accounts and borrowings increased $1,047,000 or 35.5% over the same period in 1999. During the first quarter 2000, the Company contracted with Countrywide Securities Corporation, a capital markets company, to obtain deposits from investors in the marketplace at specific terms and maturity. These "brokered deposits" totaled $4,700,000 due in March 2002, at a yield of 7.03% . The purchase of these deposits are intended to stabilize liquidity and assist in the growth and development of the Roseville Banking Center. The strategy is to replace the brokered deposits with core deposits developed at the new full service location. 11 12 The combined effect of the increase in volume of earning assets and increase in yield on earning assets, coupled with increases in cost of funding sources resulted in an increase of $387,000 (7.3%) in net interest income for the six month period ended June 30, 2000 over the same period in 1999. Net interest margin increased 02 basis points to 5.20% from 5.18% for the same period a year ago. The moderate net interest margin increase is attributed to a rising rate environment, average earning assets yielding 8.85% versus 8.05% a year ago, coupled with an increased cost of funding where the average cost of funding has increased to 4.65% from 3.86% a year ago. The following table sets forth the Company's daily average balance sheet, related interest income or expense and yield or rate paid for the periods indicated. Tax-exempt investment yields have not been adjusted to a tax-equivalent yield basis. AVERAGE BALANCES, INTEREST INCOME/EXPENSE AND YIELDS/RATES PAID (UNAUDITED, DOLLARS IN THOUSANDS) Six Months Ended June 30, 2000 June 30, 1999 Average Yield/ Average Yield/ Balance Interest Rate Balance Interest Rate Earning Assets Portfolio Loans $ 178,813 $ 8,540 9.55% $ 152,603 $ 6,907 9.05% Tax Exempt Securities 3,410 75 4.40% 5,751 123 4.28% US Government 17,802 484 5.44% 24,257 648 5.34% Federal Funds Sold 12,583 366 5.82% 13,526 311 4.60% Other Securities 6,476 224 6.92% 8,944 266 5.95% --------- --------- --------- --------- --------- ---- Average Earning Assets $ 219,084 $ 9,689 8.85% $ 205,081 $ 8,255 8.05% --------- --------- ---- Cash & Due From Banks $ 10,578 $ 9,588 Bank Premises 5,451 5,651 Allowance for Loan Losses (2,985) (3,248) Other Assets 4,950 4,870 --------- --------- Average Total Assets $ 237,078 $ 221,942 ========= ========= Interest Bearing Liabilities Demand Interest Bearing $ 41,293 $ 444 2.15% $ 40,494 $ 345 1.70% Savings Deposits 14,187 209 2.95% 13,464 181 2.69% Certificates of Deposit 111,265 3,180 5.72% 98,474 2,419 4.91% Borrowings 4,803 159 6.62% 0 -- --------- --------- --------- --------- --------- ---- 171,548 $ 3,992 4.65% 152,432 2,945 3.86% --------- --------- Non interest Demand 36,082 42,340 Other Liabilities 3,026 2,624 Shareholder Equity 26,422 24,546 --------- --------- Average Liabilities and Shareholders Equity $ 237,078 $ 221,942 ========= ========= Net Income and Net Interest Margin $ 5,697 5.20% $ 5,310 5.18% ========= ========= 12 13 The following tables set forth changes in interest income and expense for each major category of earning assets and interest-bearing liabilities, and the amount of change attributable to volume and rate changes for the periods indicated. Changes attributable to rate/volume have been allocated to volume changes. ANALYSIS OF CHANGES IN NET INTEREST INCOME Six months ended Six months ended (Dollars in thousands) June 30, 2000 over June 30, 1999 Volume Rate Total -------- ------- ------- Increase(Decrease) In Interest Income Portfolio loans $ 1,252 $ 381 $ 1,633 Tax exempt securities (51) 3 (48) US Government securities (175) 11 (164) Federal Funds Sold (27) 99 72 Other Securities (85) 26 (59) ------- ------- ------- Total Increase $ 914 $ 520 $ 1,434 ------- ------- ------- Increase(Decrease) In Interest Expense Interest Bearing Demand $ 9 $ 90 $ 99 Savings Deposits 11 17 28 Certificates of Deposit 366 395 761 Borrowings 159 0 159 ------- ------- ------- Total Increase $ 545 $ 502 $ 1,047 ------- ------- ------- Net Increase $ 369 $ 18 $ 387 ======= ======= ======= NONINTEREST INCOME The Company's noninterest income consists of processing fees for merchants who accept credit card payments for goods and services, service charges on deposit accounts, and other service fees. For the three months ended June 30, 2000, noninterest income decreased $53,000 over the same period in 1999. Credit card processing income decreased $17,000 (4%) while service income declined $15,000 (26%) over the same period 1999. For the six months ended June 30, 2000, noninterest income decreased $58,000 (4%) over the same period 1999. Contributing to the decrease in noninterest income are reductions in the volume of overdraft processing resulting in a reduction of fee income collected, and a reduction in mortgage premium fees due to reduced volume of sales. Refer to footnote five, Segment reporting, and Management's discussion and analysis for further information on credit card processing. The following table sets forth a summary of noninterest income for the periods indicated. (Dollars in Thousands) Three Months Ended Six Months Ended Noninterest Income June 30, 2000 June 30, 1999 June 30, 2000 June 30, 1999 - ----------------------------------------------------------------------------------------------------------------- Service Charges $ 57 $ 72 $ 110 $ 145 Credit Card Income, net 454 471 924 886 Other Income 204 225 416 418 Gain(loss) sale of investment securities 0 0 -59 0 ------ ------ ------ ------ Total noninterest income $ 715 $ 768 $1,391 $1,449 - ----------------------------------------------------------------------------------------------------------------- 13 14 NONINTEREST EXPENSE Noninterest expenses consist of salaries and related employee benefits, occupancy and equipment expenses, data processing fees, professional fees, directors' fees and other operating expenses. For the three months ended June 30, 2000, noninterest expense decreased $118,000 (7.1%) over the same period in 1999. For the six months ended June 30, 2000, noninterest expense decreased $234,000 (6.8%) over the same six months ended 1999. Salary and benefit expenses have decreased $33,000(1.8%) over the prior year and are attributable to reduced benefit costs, Data processing and professional fees have decreased $97,000 (26.6%), and insurance coverage costs decreased $24,000 or 33% over the prior year. The following table sets forth a summary of noninterest expense for the periods indicated. (Dollars in Thousands) Three Months Ended Six Months Ended Noninterest Expense June 30, 2000 June 30, 1999 June 30, 2000 June 30, 1999 - ------------------------------------------------------------------------------------------------- Salaries and Benefits $ 922 $ 892 $1,822 $1,855 Occupancy & Equipment 221 219 489 448 D.P. & Other professional 134 142 268 365 Other Expenses 263 405 613 758 ------ ------ ------ ------ Total Noninterest expense $1,540 $1,658 $3,192 $3,426 - ------------------------------------------------------------------------------------------------- INCOME TAXES The Company's provision for income taxes includes both federal and state income taxes and reflects the application of federal and state statutory rates to the Company's net income before taxes. The principal difference between statutory tax rates and the Company's effective tax rate is the benefit derived from investing in tax-exempt securities. Increases and decreases in the provision for taxes reflect changes in the Company's net income before tax. The following table reflects the Company's tax provision and the related effective tax rate for the periods indicated. (Dollars in thousands) Three Months Ended Six Months Ended June 30, 2000 June 30, 1999 June 30, 2000 June 30, 1999 - --------------------------------------------------------------------------------------------- Tax provision $ 698 $ 670 $ 1,435 $ 1,260 Effective tax rate 36.0% 37.1% 37.4% 38.2% - --------------------------------------------------------------------------------------------- The Company's effective tax rate varies with changes in the relative amounts of its non-taxable income and non-deductible expenses. The increase in the Company's tax provision is attributable to increases in the Company's pre-tax income. ASSET QUALITY The Company concentrates its lending activities primarily within Shasta, El Dorado, Placer and Sacramento Counties, California, and the location of the Bank's three full service branches. The Company manages its credit risk through diversification of its loan portfolio and the application of underwriting policies and procedures and credit monitoring practices. Although the Company has a diversified loan portfolio, a significant portion of its borrowers' ability to repay the loans is dependent upon the professional services and residential real estate development industry sectors. Generally, the loans are secured by real estate or other assets and are expected to be repaid from the cash flows of the borrower or proceeds from the sale of collateral. 14 15 The following table sets forth the amounts of loans outstanding by category as of the dates indicated: (Dollars in thousands) June 30, 2000 December 31, 1999 - ------------------------------------------------------------------ Loans Commercial & Financial $ 61,351 $ 53,383 Real Estate-Construction 33,834 37,859 Real Estate-Commercial 86,498 78,842 Installment 397 294 Other Loans 2,231 2,812 Less: Deferred Loan Fees and Costs (319) (372) Allowance for Loan Losses (3,034) (2,972) --------- --------- Total Net Loans $ 180,958 $ 169,846 - ------------------------------------------------------------------ The Company's practice is to place an asset on nonaccrual status when one of the following events occurs: (i) any installment of principal or interest is 90 days or more past due (unless in management's opinion the loan is well secured and in the process of collection). (ii) Management determines the ultimate collection of principal or interest to be unlikely or (iii) the terms of the loan have been renegotiated due to a serious weakening of the borrower's financial condition. Nonperforming loans are loans that are on nonaccrual, are 90 days past due and still accruing or have been restructured. Net portfolio loans increased $11,112,000 or 6.5% at June 30, 2000 over $169.8 million at December 31, 1999. The portfolio mix remains stable with the mix at December 31, 1999, with commercial and financial loans of approximately 33%, real estate construction of 18% and commercial real estate at 47%. Impaired loans are loans for which it is probable that the Bank will not be able to collect all amounts due. The Bank had outstanding balances of $375,000 and $394,000 in impaired loans that had impairment allowances of $271,000 and $315,000 as of June 30, 2000 and December 31, 1999, respectively. The following table sets forth a summary of the Company's nonperforming assets as of the dates indicated: (Dollars in thousands) June 30, 2000 December 31, 1999 - ------------------------------------------------------------------ Non performing assets Nonaccrual loans $376 $394 Other Real Estate Owned 0 40 - ------------------------------------------------------------------ The Company's nonaccrual loans decreased from $394,000 to $376,000 in the first six months of 2000. OREO properties were sold during the second quarter 2000. ALLOWANCE FOR LOAN AND LEASE LOSSES (ALLL) The Company makes provisions to the ALLL on a regular basis through charges to operations that are reflected in the Company's statements of income as a provision for loan losses. When a loan is deemed uncollectible, it is charged against the allowance. Any recoveries of previously charged-off loans are credited back to the allowance. There is no precise method of predicting specific losses or amounts that ultimately may be charged-off on particular categories of the loan portfolio. 15 16 Similarly, the adequacy of the ALLL and the level of the related provision for possible loan losses is determined on a judgment basis by management based on consideration of (i) economic conditions, (ii) borrowers' financial condition, (iii) loan impairment, (iv) evaluation of industry trends, (v) industry and other concentrations, (vi) loans which are contractually current as to payment terms but demonstrate a higher degree of risk as identified by management, (vii) continuing evaluation of the performing loan portfolio, (viii) monthly review and evaluation of problem loans identified as having loss potential, (ix) quarterly review by the Board of Directors, (x) off balance sheet risks and (xi) assessments by regulators and other third parties. Management and the Board of Directors evaluate the allowance and determine its desired level considering objective and subjective measures, such as knowledge of the borrowers' business, valuation of collateral, the determination of impaired loans and exposure to potential losses. The ALLL is a general reserve available against the total loan portfolio and off balance sheet credit exposure. It is maintained without any interallocation to the categories of the loan portfolio, and the entire allowance is available to cover loan losses. While management uses available information to recognize losses on loans, future additions to the allowance may be necessary based on changes in economic conditions. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the Bank's ALLL. Such agencies may require the Bank to provide additions to the allowance based on their judgment of information available to them at the time of their examination. There is uncertainty concerning future economic trends. Accordingly, it is not possible to predict the effect future economic trends may have on the level of the provision for possible loan losses in future periods. The ALLL should not be interpreted as an indication that charge-offs in future periods will occur in the stated amounts or proportions. The adequacy of the ALLL is calculated upon three components. First is the dollar weighted risk rating of the loan portfolio, including all outstanding loans and leases, off balance sheet items, and commitments to lend. Every extension of credit is assigned a risk rating based upon a comprehensive definition intended to measure the inherent risk of lending money. Each rating has an assigned a risk factor expressed as a reserve percentage. Central to this assigned risk (reserve) factor is the five-year historical loss record of the bank. Secondly, established specific reserves are available for individual loans currently on management watch and high-grade loan lists. These are the estimated potential losses associated with specific borrowers based upon the collateral and event(s) causing the risk rating. The third component is unallocated. This reserve is for qualitative factors that may effect the portfolio as a whole, such as those factors described above. Management believes the assigned risk grades and our methods for managing changes are satisfactory. Management believes the loan portfolio performance has improved as reflected by the stable and low delinquency ratio. Watch list and high-grade loans have increased somewhat o ver the past year, primarily due to a greater acceptance to move more susceptible although performing accounts to attention. This minimal increase does not suggest a trend. The following table summarizes the activity in the ALLL reserves for the periods indicated. (Dollars in thousands) Three Months Ended Six Months Ended - ------------------------------------------------------------------------------------------------------------ Allowance for Loan & Lease Losses June 30, 2000 June 30, 1999 June 30, 2000 June 30, 1999 - ------------------------------------------------------------------------------------------------------------ Beginning balance for Loan Losses $ 2,975 $ 3,210 $ 2,972 $ 3,235 Provision for Loan Losses 56 15 56 40 Charge offs: Commercial (0) (0) (0) (0) Real Estate (0) (0) (0) (33) Other (0) (0) (0) (22) ------- ------- ------- ------- Total Charge offs (0) (0) (0) (55) - ------------------------------------------------------------------------------------------------------------ 16 17 - ------------------------------------------------------------------------------------------------------------ Recoveries: Commercial 3 0 5 5 Real Estate 0 40 1 40 Other 0 11 0 11 ------- ------- ------- ------- Total Recoveries 3 51 6 56 Ending Balance $ 3,034 $ 3,276 $ 3,034 $ 3,276 ALLL to total loans 1.65% 2.04% 1.65% 2.04% Net Charge offs to average loans 0.00% 0.00% 0.00% 0.00% - ------------------------------------------------------------------------------------------------------------ INVESTMENT PORTFOLIO Total investment securities decreased $6,380,000 in the first six months of 2000 or 19.8%. The decrease represents maturities of $1,876,000 and sales of $4,420,000. Proceeds from the sales of investment securities were used to fund loan commitments. LIQUIDITY With respect to assets, liquidity is provided by cash and money market investments such as interest-bearing time deposits, federal-funds sold, investment securities available-for-sale and principal and interest payments on loans. With respect to liabilities, the Company's core deposits, shareholders' equity and the ability of the Bank to borrow funds and to generate deposits, provide asset funding. Because estimates of the liquidity need of the Bank may vary from actual needs, the Bank maintains a substantial amount of liquid assets to absorb short term increases in loans or reductions in deposits. The Company's liquid assets (cash and due from banks, federal funds sold and available-for-sale investment securities) totaled $44,583,000, or 18.4% of total assets, at June 30, 2000 compared to $44,540,000 or 19.2% of total assets at December 31, 1999. In April 1993, the Bank entered into an agreement (the "Merchant Services Agreement") with Cardservice International, In. ("CSI"), and independent sales organization ("ISO") and nonbank merchant credit card processor, pursuant to which the Bank has agreed to provide credit and debit card processing services for merchants solicited by CSI who accept credit cards for payment of goods and services. Pursuant to the Merchant Services Agreement, Cardservice International, Inc. maintains demand deposit accounts of approximately $12,000,000 or 43.4% of the Company's capital at June 30, 2000. The Company is currently negotiating with CSI for an extension of the processing agreement which expires on April 1, 2001. The contract terms allow for the demand deposit accounts to remain on deposit for a period of six months at the termination of the contract. Should the Company and CSI be unable to reach agreement on extension of the contract, the loss of these demand deposits will have an adverse affect on the liquidity position of the Company. The Company anticipates replacing this funding source primarily through the growth in the new Roseville Banking Center, borrowing lines at the Federal Home Loan Bank and Correspondent borrowing lines as necessary. CAPITAL ADEQUACY Overall capital adequacy is monitored on a day-to-day basis by the Company's management and reported to the Company's Board of Directors on a monthly basis. The Bank's regulators measure capital adequacy by using a risk-based capital framework and by monitoring compliance with minimum leverage ratio guidelines. Under the risk-based capital standard, assets reported on the Company's balance sheet and certain off-balance sheet items are assigned to risk categories, each of which is assigned a risk weight. 17 18 This standard characterizes an institution's capital as being "Tier 1" capital (defined as principally comprising shareholders' equity) and "Tier 2" capital (defined as principally comprising the qualifying portion of the ALLL). The minimum ratio of total risk-based capital to risk-adjusted assets, including certain off-balance sheet items, is 8%. At least one-half (4%) of the total risk-based capital (Tier 1) is to be comprised of common equity; the balance may consist of debt securities and a limited portion of the ALLL. The following table sets forth the Company's capital ratio as of the dates indicated. June 30, 2000 December 31, 1999 - ------------------------------------------------------------------------------------------------- Capital Ratio's Bank Company Bank Company - ------------------------------------------------------------------------------------------------- Total Risk-Based Capital 15.31% 15.47% 14.85% 15.58% Tier 1 Capital to Risk-Based Assets 14.06% 14.22% 13.59% 14.33% Tier 1 Capital to Average Assets 11.46% 11.56% 10.44% 11.31% (Leverage ratio) - ------------------------------------------------------------------------------------------------- ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. The Company's primary component of market risk is interest rate volatility. Fluctuation in interest rates will ultimately impact both the level of interest income and interest expense recorded on a large portion of the Company's assets and liabilities, and the fair market value of interest earning assets and interest-bearing liabilities, other than those which possess a short term to maturity. Because the Company's interest-bearing liabilities and interest-earning assets are with the Bank, the Company's interest rate risk exposure is in connection with the operations of the Bank. Consequently, all significant interest rate risk management procedures are performed at the Bank level. Based upon the nature of its operations, the Bank is not subject to foreign currency exchange or commodity price risk. The fundamental objective of the Company's management of its assets and liabilities is to enhance the economic value of the Company while maintaining adequate liquidity and an exposure to interest rate risk deemed acceptable by the Company's management. The Company manages its exposure to interest rate risk through adherence to maturity, pricing and asset mix policies and procedures designed to mitigate the impact of changes in market interest rates. The Bank's profitability is dependent to a large extent upon its net interest income, which is the difference between its interest income on interest-earning assets, such as loans and securities, and its interest expense on interest-bearing liabilities, such as deposits and borrowings. The formal policies and practices adopted by the Bank to monitor and manage interest rate risk exposure measure risk in two ways: (i) repricing opportunities for earning assets and interest-bearing liabilities and (ii) changes in net interest income for declining interest rate shocks of 100 and 200 basis points. Because of the Bank's capital position and noninterest-bearing demand deposit accounts, the Bank is asset sensitive. As a result, management anticipates that, in a declining interest rate environment, the Company's net interest income and margin would be expected to decline, and, in an increasing interest rate environment, the Company's net interest income and margin would be expected to increase. However, no assurance can be given that under such circumstances the Company would experience the described relationships to declining or increasing interest rates. Because the Bank is asset sensitive, the Company is adversely affected by declining rates rather than rising rates. This effect is partially offset in the short-term by the fact that the Company is liability sensitive through the cumulative GAP period of one year or less. 18 19 During a period of declining rates, such liabilities may be repriced to provide a short-term advantage to the Company; however, this benefit may not be sustainable over the long-term. To estimate the effect of interest rate shocks on the Company's net interest income, management uses a model to prepare an analysis of interest rate risk. Such analysis calculates the change in net interest income given a change in the federal funds rate of 100 basis points up or down. All changes are measured in dollars and are compared to projected net interest income. At June 30, 2000, the estimated annualized reduction in net interest income attributable to a 100 and 200 basis point decline in the federal funds rate was $370,000 and $740,000, respectively. A similar and opposite result attributable to a 100 basis point increase in the federal funds rate. At December 31, 1999, the estimated annualized reduction in net interest income attributable to a 100 and 200 basis point decline in the federal funds rate was $359,000 and $718,000, respectively, with a similar and opposite result attributable to a 100 basis point increase in the federal funds rate. Management does not believe that the change from year end is significant or represents a known trend toward more interest rate risk sensitivity in the Company's financial position. The model utilized by management to create the analysis described in the preceding paragraph uses balance sheet simulation to estimate the impact of changing rates on the annual net interest income of the Bank. The model considers a number of factors, including (i) change in customer and management behavior in response to the assumed rate shock, (ii) the ratio of the amount of rate change for each interest-bearing asset or liability to assumed changes in the federal funds rate based on local market conditions for loans and core deposits and national market conditions for other assets and liabilities and (iii) timing factors related to the lag between the rate shock and its effect on other interest-bearing assets and liabilities. Actual results will differ when actual customer and management behavior and ratios differ from the assumptions utilized by management in its model. In addition, the model has limited usefulness for the measurement of the effect on annual net interest income resulting from rate changes other than 100 basis points. Management believes that the short duration of its rate-sensitive assets and liabilities contributes to its ability to reprice a significant amount of its rate-sensitive assets and liabilities and mitigates the impact of rate changes more than 100 basis points. The model's primary benefit to management is its assistance in evaluating the impact that future strategies with respect to the Bank's mix and level of rate-sensitive assets and liabilities will have on the Company's net interest income. PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS The Company and its subsidiaries are involved in various legal actions arising in the ordinary course of business. The Company believes that the ultimate disposition of all currently pending matters will not have a material adverse effect on the Company's financial condition or results of operations. ITEM #2. CHANGES IN SECURITIES AND USE OF PROCEEDS N/A ITEM #3. DEFAULTS UPON SENIOR SECURITIES N/A. ITEM #4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The annual shareholders meeting of Redding Bancorp was held on Tuesday, April 11, 2000. The proxy statement outlines the business conducted at the meeting, which included the election of directors and the ratification of Deloitte & Touche LLP as the Company's independent auditors. The definitive proxy materials were filed on March 15, 2000. 19 20 ITEM #5. OTHER INFORMATION N/A. ITEM #6A. EXHIBITS Ex-27.1. Financial Data table for the period ended June 30, 2000. ITEM #6B. REPORTS ON FORM 8-K Form 8-K dated May 8.2000 announcing appointment of Chief Operating Officer Form 8-K dated May 25, 2000 announcing appointment of Chief Credit Officer Form 8-K dated July 11, 2000 announcing opening of Roseville Banking Center. Form 8-K dated July 14, 2000 announcing second quarter 2000 earnings. SIGNATURES Following the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. REDDING BANCORP (Registrant) Date: August 1, 2000 /s/ Linda J. Miles Linda J. Miles Executive Vice President & Chief Financial Officer 20