SCHEDULE 14A INFORMATION
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Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
CALIFORNIA INDEPENDENT BANCORP
(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(I)(1) and 0-11
(1) Title of each class of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(4) Date Filed:
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October 22, 2003
FOR IMMEDIATE RELEASE Contact: John I. Jelavich, President/CEO
(530) 674-6025
CALIFORNIA INDEPENDENT BANCORP ANNOUNCES
THIRD QUARTER AND YEAR TO DATE RESULTS
Yuba City, California . . . California Independent Bancorp (NASDAQ: CIBN), the
holding company for Feather River State Bank, today announced financial results
for the third quarter ended September 30, 2003. Net income for the quarter was
$770,000 (after costs of its pending merger into Humboldt Bancorp discussed
below), or $0.35 diluted earnings per share compared to $981,000, or $0.44
diluted earnings per share, recorded for the third quarter last year. Total
assets at September 30, 2003 were $375.9 million, an increase of $37.2 million,
or 11.0%, over total assets of $338.7 million at September 30, 2002.
On August 11, 2003, the Company entered into a definitive agreement to be merged
with and into Humboldt Bancorp. The transaction is valued at approximately $80.0
million and is expected to close in the first quarter of 2004. Costs expensed
for this transaction during the third quarter were $378,000, on a pre-tax basis.
For the nine months ended September 30, 2003, the Company reported net income of
$2,694,000 (after merger costs), an increase of $155,000, or 6.1%, over net
income of $2,539,000, for the nine months ended September 30, 2002. Fully
diluted earnings per share increased 7.9% to $1.23 for 2003 compared to $1.14
for 2002, due to the Company's repurchase of shares outstanding.
Total loans and leases at September 30, 2003 were $204.4 million, a decrease of
$17.8 million, or 8.0%, from loans and leases of $222.2 million at September 30,
2002. The decrease in loan totals is due primarily to the pre-payment of loans
due to the unprecedented low rate environment, and the Bank's emphasis on credit
quality with high underwriting standards. Securities increased $28.3 million
from a year ago and Fed Funds Sold increased $17.5 million. The increase is due
to the availability of excess funds from strong deposit growth. Total deposits
were $316.6 million at September 30, 2003, an increase of $34.5 million, or
12.3%, from total deposits of $282.0 million at September 30, 2002.
Nonperforming loans were 1.4% of total loans and leases outstanding and net
charge-offs year-to-date were 0.37% of average loans and leases outstanding. The
allowance for loan and lease losses was $5,975,000 at September 30, 2003, or
2.9% of total loans and leases outstanding.
Net interest income for the third quarter 2003 fell 8.8% to $3,567,000 from
$3,911,000 recorded in the third quarter last year. The drop in net interest
income was due to compression of the Bank's net interest margin, which was 4.18%
for the current year's third quarter compared to 5.07% for the third quarter a
year ago. "Our net interest margin continues to be well below historical levels,
which is driven by our asset composition. Our deposit growth has been used to
fund investment purchases rather than traditional loans. The difference between
the yields of these two earning assets is placing downward pressure on our
margin. However, our cost of funds continues to fall lower helping soften the
impact of the lower asset yields," remarked Kevin Watson, Chief Financial
Officer.
John Jelavich, President and CEO commented, "We are pleased with the results
from the third quarter, particularly considering the merger announcement of
August 11th. Deposits and total assets reached record levels, each achieving
double-digit gains on a year-over-year comparison. We look forward to continuing
our quality-growth focus during the fourth quarter in anticipation of the
consummation of the merger. We believe the synergies the merger will bring to
our customers, shareholders, and employees will prove to be very positive."
Feather River State Bank has nine branches in Yuba City, Marysville, Colusa,
Arbuckle, Wheatland, Woodland, Lincoln, and Roseville, California serving
Sutter, Yuba, Colusa, Yolo, and Placer counties.
Forward-looking statements - The Private Securities Litigation Reform Act of
1995:
Certain statements contained in this release are forward-looking statements that
are subject to risk and uncertainty. Statements that are not historical or
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current facts, including statements about beliefs and expectations, are
forward-looking statements. A number of factors -- many of which are beyond
California Independent Bancorp's ("Company") control -- could cause actual
conditions, events or results to differ significantly from those described in
the forward-looking statements. No assurances can be given that the Bank will
continue to improve its efficiencies of operations. The Company's reports filed
with the Securities and Exchange Commission, including the Company's Annual
Report on Form 10-K for the year ended December 31, 2002, and Form 10-Q for the
quarter ended June 30, 2003, describe some of these factors, including certain
credit, market, operational, liquidity, and interest rate risks associated with
the Company's business and operations. Other factors described in the Company's
Annual Report on Form 10-K for the year ended December 31, 2002, and Form 10-Q
for the quarter ended June 30, 2003, include changes in business and economic
conditions, competition, fiscal and monetary policies, and legislation. There
are other factors besides these that could cause actual conditions, events or
results to differ significantly from those described in the forward-looking
statements or otherwise affect in the future the Company's business, results of
operations and financial condition. Forward-looking statements speak only as of
the date they are made, and the Company undertakes no obligation to update such
statements in light of new information or future events.
The foregoing may be deemed to be solicitation materials of California
Independent Bancorp in connection with Humboldt Bancorp's proposed acquisition
of California Independent Bancorp, on the terms and subject to the conditions in
the Agreement and Plan of Merger, dated August 11, 2003, between Humboldt
Bancorp and California Independent Bancorp. This disclosure is being made in
connection with Regulation of Takeovers and Security Holder Communications
(Release Nos. 33-7760 and 34-42055) adopted by the Securities and Exchange
Commission ("SEC"). California Independent Bancorp shareholders and other
investors are urged to read the joint proxy statement/prospectus that is
included in the registration statement on Form S-4, which Humboldt Bancorp filed
(SEC File No. 333-109095) with the SEC in connection with the proposed merger,
because it contains important information about Humboldt Bancorp, California
Independent Bancorp, the merger and related matters. Humboldt Bancorp and its
directors and executive officers and California Independent Bancorp and its
directors and executive officers may be deemed to be participants in Humboldt
Bancorp's and California Independent Bancorp's solicitation of proxies from
Humboldt Bancorp shareholders and California Independent Bancorp's shareholders
in connection with the proposed merger. Information regarding the participants
and their interests can be found in each of Humboldt's and California
Independent's most recent proxy statements filed with the SEC, which are
available from the SEC and the respective companies as described below, and the
joint proxy statement/prospectus filed with the SEC. The joint proxy
statement/prospectus to be disseminated on or before October 24, 2003, will be
available for free, both on the SEC web site (http://www.sec.gov) and from
Humboldt and California Independent as follows:
Patrick J. Rusnak
Chief Financial Officer
Humboldt Bancorp
2998 Douglas Boulevard, Suite 330
Roseville, CA 95661
prusnak@humboldtbancorp.com
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Kevin R. Watson
Chief Financial Officer
California Independent Bancorp
1227 Bridge Street, Suite C
Yuba City, CA 95991
kevinw@frsb.com
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In addition to the proposed registration statement and joint proxy
statement/prospectus, Humboldt and California Independent file annual, quarterly
and special reports, proxy statements and other information with the SEC. You
may read and copy any reports, statements or other information filed by either
company at the SEC's public reference rooms at 450 Fifth Street, N.W.,
Washington, D.C. 20549 or at the SEC's other public reference rooms in New York
and Chicago. Please call the SEC at 1-800-SEC-0330 for further information on
the public reference rooms. Humboldt and California Independent filings with the
SEC are also available to the public from commercial document-retrieval services
and on the SEC's web site at http://www.sec.gov.
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California Independent Bancorp and Subsidiaries
Selected Financial Data
Unaudited
Third Quarter 2003 Earnings Release
(Dollars in thousands except per share data)
Consolidated Statement of Financial Condition Data:
As of As of
Assets September 30, 2003 September 30, 2002
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Cash and Due From Banks $16,780 $13,850
Federal Funds Sold 17,515 -
Investment Securities Held-to-Maturity 2,440 2,335
Investment Securities Available-for-Sale 116,880 88,697
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Total Investments 119,320 91,032
Loans and Leases 204,391 222,214
Less: Allowance for Loan and Lease Losses (5,975) (5,913)
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Net Loans and Leases 198,416 216,301
Premises and Equipment, Net 6,381 6,717
Other Real Estate 2,875 455
Interest Receivable and Other Assets 14,614 10,350
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Total Assets $375,901 $338,705
Liabilities
Deposits:
Noninterest-Bearing $75,164 $58,491
Interest-Bearing 241,411 223,539
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Total Deposits 316,575 282,030
Other Interest-Bearing Liabilities 15,080 21,880
Accrued Interest Payable & Other Liabilities 6,589 5,124
Trust Preferred Securities 10,000 -
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Total Liabilities 348,244 309,034
Shareholders' Equity
Common Stock, No Par Value - Share Authorized -
20,000,000, Shares Issued and Outstanding - 2,074,957 at
September 30, 2003 and 2,227,756 at September 30, 2002. 20,348 24,484
Retained Earnings 7,489 4,220
Debt Guarantee of ESOP (80) (120)
Accumulated Other Comprehensive Income (100) 1,087
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Total Shareholders' Equity 27,657 29,671
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Total Liabilities & Shareholders' Equity $375,901 $338,705
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California Independent Bancorp and Subsidiaries
Selected Financial Data
Unaudited
Third Quarter 2003 Earnings Release
(Dollars in thousands except per share data)
Nine months ended September 30, Three months ended September 30,
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2003 2002 2003 2002
CONSOLIDATED STATEMENT OF INCOME DATA:
Interest and Fee Income $15,226 $15,249 $4,876 $5,301
Interest Expense 4,072 3,728 1,309 1,390
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Net Interest Income 11,154 11,521 3,567 3,911
Provision for Loan and Lease Losses 10 450 - 150
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Net Interest Income After Provision for Loan and Lease Losses 11,144 11,071 3,567 3,761
Noninterest Income 2,335 1,963 919 744
Noninterest Expense:
Salaries and Employee Benefits 5,065 5,091 1,672 1,639
Occupancy, Furniture and Equipment 1,627 1,587 566 543
Merger and Acquisition Related Expenses 378 - 378 -
Other Operating Expense 2,273 2,325 715 749
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Total Noninterest Expense 9,343 9,003 3,331 2,931
Income Before Provision for Income Taxes 4,136 4,031 1,155 1,574
Provision for Income Taxes 1,442 1,492 385 593
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Net Income 2,694 2,539 770 981
EARNINGS PER SHARE
Basic Earnings Per Share $ 1.28 $ 1.14 $ 0.37 $ 0.44
Diluted Earnings Per Share $ 1.23 $ 1.14 $ 0.35 $ 0.44
Basic Weighted Average Shares Outstanding 2,110,896 2,223,610 2,074,269 2,225,069
Diluted Weighted Average Shares Outstanding 2,197,898 2,235,551 2,178,510 2,239,169
Net Interest Margin 4.41% 5.20% 4.18% 5.07%
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