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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

     
(XBOX)   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended June 30, 2002

OR

     
(BOX)   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 0-21656

HUMBOLDT BANCORP


(Exact name of registrant as specified in its charter)
     
California   93-1175466

(State of Incorporation)   (I.R.S. Employer Identification No.)
     
2998 Douglas Boulevard, Suite 330
Roseville, California
   
95661

Address of Principal Executive Offices   (Zip Code)

(916)-783-2812


(Telephone Number)

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    (XBOX)        NO    (BOX)

Common stock, no par value: 10,484,884 shares
outstanding as of August 13, 2002

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TABLE OF CONTENTS

Part 1 — Financial Information
Item 1 — Financial Statements
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED STATEMENTS OF OPERATIONS
STATEMENTS OF CASH FLOWS
Notes to Consolidated Financial Statements
Part I Item II
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures about Market Risk
PART II — OTHER INFORMATION
Item 1 — Legal Proceedings
Item 2 — Changes in Securities
Item 3 — Defaults Upon Senior Securities
Item 4 — Submission of Matters to a vote of Security Holders
Item 5 — Other Information
Item 6 — Exhibits and Reports on Form 8-K
SIGNATURES
EXHIBIT INDEX
EXHIBIT 10.1
EXHIBIT 10.2
EXHIBIT 10.3
EXHIBIT 10.4
EXHIBIT 99.1
EXHIBIT 99.2


Table of Contents

INDEX

         
 
PART I Financial Information
 
   
 
Item 1. Financial Statements
   
   
Consolidated Balance Sheets (unaudited) at June 30, 2002 and December 31, 2001
   
   
Consolidated Statements of Operations (unaudited) for the Three and Six Months Ended June 30, 2002 and 2001
   
   
Consolidated Statements of Cash Flows (unaudited) for the Six Months Ended June 30, 2002 and 2001
   
   
Notes to Unaudited Consolidated Financial Statements
   
 
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
   
 
Item 3. Quantitative and Qualitative Disclosures About Market Risk
   
 
PART II Other Information
 
   
 
Item 1. Legal Proceedings
   
 
Item 2. Changes in Securities
   
 
Item 3. Defaults Upon Senior Securities
   
 
Item 4. Submission of Matters to a Vote of Security Holders
   
 
Item 5. Other Information
   
 
Item 6. Exhibits and Reports on Form 8-K
   

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Table of Contents

Part 1 — Financial Information

Item 1 — Financial Statements

HUMBOLDT BANCORP AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

                       
          June 30,   December 31,
          2002   2001
              (Restated)
         
 
          (dollars in thousands)
          (unaudited)
ASSETS
               
 
Cash and due from banks
  $ 37,145     $ 54,567  
 
Interest-bearing deposits in other banks
    1,059       920  
 
Investment securities available-for-sale, at fair value
    176,126       172,473  
 
Loans and leases
    714,078       664,332  
 
Less: allowance for loan and lease losses
    10,468       9,765  
 
   
     
 
     
Net loans
    703,610       654,567  
 
Premises and equipment, net
    17,540       19,270  
 
Net assets of discontinued operations
          6,669  
 
Accrued interest receivable and other assets
    48,219       50,451  
 
   
     
 
     
TOTAL ASSETS
  $ 983,699     $ 958,917  
 
   
     
 
LIABILITIES
               
 
Deposits
               
   
Noninterest-bearing
  $ 212,657     $ 213,092  
   
Interest-bearing
    590,141       593,994  
 
   
     
 
     
Total deposits
    802,798       807,086  
 
Accrued interest payable and other liabilities
    22,252       21,539  
 
Borrowed funds
    68,708       45,560  
 
Guaranteed Preferred Beneficial Interests in Company’s Junior Subordinated Debentures (Trust Preferred Securities)
    20,150       20,150  
 
Net liabilities of discontinued operations
    54        
 
   
     
 
     
TOTAL LIABILITIES
    913,962       894,335  
STOCKHOLDERS’ EQUITY
               
 
Common stock, no par value; 50,000,000 shares authorized, 10,366,000 shares in 2002 and 10,350,000 shares in 2001 issued and outstanding
    65,485       67,459  
 
Retained earnings (accumulated deficit)
    1,876       (3,265 )
 
Accumulated other comprehensive income
    2,376       388  
 
   
     
 
     
TOTAL STOCKHOLDERS’ EQUITY
    69,737       64,582  
 
   
     
 
     
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
  $ 983,699     $ 958,917  
 
   
     
 

See accompanying notes to the consolidated financial statements

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Table of Contents

HUMBOLDT BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS

                                         
            For the Three   For the Six
            Months Ended June 30,   Months Ended June 30,
           
 
            2002   2001   2002   2001
                (Restated)       (Restated)
           
 
 
 
            (dollars in thousands)
            (unaudited)
INTEREST INCOME
                               
 
Interest and fees on loans and leases
  $ 13,593     $ 13,946     $ 26,923     $ 28,157  
 
Interest and dividends on investment securities
                               
   
Taxable
    1,841       1,799       3,551       3,497  
   
Exempt from Federal income tax
    361       398       721       809  
 
Interest on deposits
    7       470       14       913  
 
   
     
     
     
 
     
Total Interest Income
    15,802       16,613       31,209       33,376  
INTEREST EXPENSE
                               
 
Interest on deposits
    3,445       6,839       7,158       13,766  
 
Interest on borrowed funds and other
    983       757       1,895       1,588  
 
   
     
     
     
 
     
Total Interest Expense
    4,428       7,596       9,053       15,354  
 
   
     
     
     
 
       
NET INTEREST INCOME
    11,374       9,017       22,156       18,022  
 
Provision for loan losses
    642       583       1,088       1,377  
 
   
     
     
     
 
       
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES
    10,732       8,434       21,068       16,645  
NON-INTEREST INCOME
                               
 
Fees and other income
    5,281       5,906       10,473       11,380  
 
Service charges on deposit accounts
    992       973       2,145       2,324  
 
Net gain on sale of loans
    796       378       1,149       466  
 
Net investment securities gain
    296       30       296       156  
 
   
     
     
     
 
     
Total Non-interest Income
    7,365       7,287       14,063       14,326  
OTHER EXPENSES
                               
 
Salaries and employee benefits
    6,560       6,728       13,378       12,736  
 
Net occupancy and equipment expense
    1,596       1,407       3,171       2,712  
 
Merger Related Items
                      3,531  
 
Other expenses
    5,523       4,220       10,530       8,321  
 
   
     
     
     
 
     
Total Other Expenses
    13,679       12,355       27,079       27,300  
 
   
     
     
     
 
     
Income Before Income Taxes
    4,418       3,366       8,052       3,671  
 
Provision for income taxes
    1,281       1,047       2,377       1,392  
 
   
     
     
     
 
NET INCOME CONTINUING OPERATIONS
    3,137       2,319       5,675       2,279  
 
   
     
     
     
 
DISCONTINUED OPERATIONS
                               
 
Loss on wind-down of discontinued operations, net of tax
    (276 )     (13,532 )     (276 )     (14,594 )
 
   
     
     
     
 
       
NET INCOME (LOSS)
  $ 2,861       ($11,213 )   $ 5,399       ($12,315 )
 
   
     
     
     
 
EARNINGS (LOSS) PER SHARE — BASIC:
                               
 
Continuing Operations
  $ 0.30     $ 0.22     $ 0.55     $ 0.22  
 
Discontinued Operations
    ($0.02 )     ($1.30 )     ($0.03 )     ($1.41 )
 
   
     
     
     
 
 
Net income (loss)
  $ 0.28       ($1.08 )   $ 0.52       ($1.19 )
 
   
     
     
     
 
EARNINGS (LOSS) PER SHARE — DILUTED:
                               
 
Continuing Operations
  $ 0.29     $ 0.21     $ 0.52     $ 0.21  
 
Discontinued Operations
    ($0.03 )     ($1.25 )     ($0.02 )     ($1.34 )
 
   
     
     
     
 
 
Net income (loss)
  $ 0.26       ($1.04 )   $ 0.50       ($1.13 )
 
   
     
     
     
 
BASIC SHARES OUTSTANDING
    10,322       10,336       10,373       10,333  
DILUTED SHARES OUTSTANDING
    10,890       10,807       10,853       10,853  

See accompanying notes to the consolidated financial statements

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HUMBOLDT BANCORP AND SUBSIDIARIES
STATEMENTS OF CASH FLOWS
For the six months ended June 30, 2002 and 2001

                     
        2002   2001
            Restated
       
 
        (dollars in thousands)
        (unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
               
Net income (loss)
  $ 5,399     $ (12,315 )
Adjustments to reconcile net income to net cash provided by operating activities:
               
Wind-down of discontinued Operations
    276       14,954  
Depreciation and amortization
    2,935       2,031  
Provision for loan losses
    1,088       1,377  
Gain on sale of securities
    (296 )     (156 )
Net change in other assets
    2,232       897  
Net change in other liabilities
    713       1,887  
Net change in loans held for sale
          373  
Net gain on sale of loans
    (1,149 )     (466 )
 
   
     
 
   
Net cash provided by operating activities
  $ 11,198     $ 8,582  
CASH FLOWS FROM INVESTING ACTIVITIES, NET OF PURCHASE ACQUISITIONS:
               
Proceeds from sale/maturities of securities available for sale
  $ 62,126     $ 59,614  
Proceeds from maturities of securities held to maturity
          355  
Purchases of securities available for sale
    (62,743 )     (50,328 )
Purchases of securities held to maturity
          (155 )
Net change in loans
    (48,982 )     (41,223 )
Federal funds sold, net
          (15,880 )
Net change in interest-bearing deposits in banks
    (139 )     (4,995 )
Investing activities related to wind-down of discontinued operations
    3,795       (13,606 )
Proceeds from sale of foreclosed real estate
    503        
Proceeds from disposal of premises and equipment
    846        
Purchases of bank premises and equipment
    (654 )     (2,030 )
 
   
     
 
   
Net cash used in investing activities
  $ (45,248 )   $ (68,248 )
CASH FLOWS FROM FINANCING ACTIVITIES, NET OF PURCHASE ACQUISITIONS
               
Net change in deposits
  $ (4,288 )   $ 61,064  
Payments on borrowed funds
    (9,683 )     (16,352 )
Proceeds from borrowed funds
    32,831       3,688  
Repurchase of common stock
    (3,018 )      
Proceeds of issuance of trust preferred securities
          5,000  
Payments of cash dividends
    (258 )      
Proceeds from issuance of stock for exercised options
    1,044       88  
 
   
     
 
   
Net cash provided by financing activities
    16,628       53,488  
 
   
     
 
Net change in cash and cash equivalents
    (17,422 )     (6,178 )
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
    54,567       60,126  
 
   
     
 
CASH AND CASH EQUIVALENTS AT END OF PERIOD
  $ 37,145     $ 53,948  
 
   
     
 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
               
Cash paid during the period for:
               
 
Interest
  $ 9,543     $ 15,319  
 
Income Taxes
          4,335  
Non-cash transactions
               
 
Unrealized holding gains on securities
    2,820       586  
 
Deferred income taxes on unrealized holding gains and losses on securities
    832       205  
 
Loans transferred to foreclosed property
  $ 532     $ 480  

See accompanying notes to the consolidated financial statements

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Table of Contents

HUMBOLDT BANCORP AND SUBSIDIARIES
STATEMENTS OF OTHER COMPREHENSIVE INCOME

                                     
        For the Three   For the Six
        Months Ended June 30,   Months Ended June 30,
       
 
        2002   2001   2002   2001
            (Restated)       (Restated)
       
 
 
 
        (dollars in thousands)
        (unaudited)
Net income (loss)
  $ 2,861     $ (11,213 )   $ 5,399     $ (12,315 )
 
   
     
     
     
 
Other comprehensive income:
                               
 
Unrealized holding gains on securities available for sale
    2,164       85       2,941       742  
 
Net unrealized holding gains (losses) in interest rate swaps qualifying as cash flow hedges
    (218 )           175        
 
Reclassification adjustment for realized gains on securities transactions
    (296 )     (30 )     (296 )     (156 )
 
   
     
     
     
 
   
Total other comprehensive income before income taxes
    1,650       55       2,820       586  
 
   
     
     
     
 
Income tax expense (benefit) related to the above items:
                               
 
Unrealized holding gains on securities available for sale
    550       22       867       262  
 
Net unrealized holding gains/(losses) in interest rate swaps qualifying as cash flow hedges
    (123 )           52        
 
Reclassification adjustment for realized gains on securities transactions
    (87 )     (16 )     (87 )     (57 )
 
   
     
     
     
 
   
Total income tax expense
    340       6       832       205  
 
   
     
     
     
 
   
Net other comprehensive income
    1,310       49       1,988       381  
 
   
     
     
     
 
   
Total comprehensive income
  $ 4,171     $ (11,164 )   $ 7,387     $ (11,934 )
 
   
     
     
     
 

See accompanying notes to the consolidated financial statements

SIGNIFICANT ACCOUNTING DEVELOPMENT

On August 13, 2002, Humboldt announced in a press release that, during a review of existing contracts in connection with the pending sale of the Company’s proprietary merchant bankcard portfolio (the “MBC Portfolio”), it was determined that compensation expense related to certain employment agreements should have been recognized over each employee’s service period and not just at the time of a sale. The employment agreements, which were in effect since 1997, provided for two employees of the Company’s merchant bankcard division to earn an equity interest in the MBC Portfolio. As a result of the foregoing, Humboldt’s Form 10-K for the year 2001 will be restated from the amounts previously reported to reflect recognition of compensation expense based on management’s estimate of the value of MBC Portfolio as of the date of the financial statements. This report on Form 10-Q reflects the impact of this restatement for both the three and six-month periods ended June 30, 2001 and the three-month periods ended March 31, 2002 and 2001. Additional information regarding the restatement is provided in Note 7.

For purposes of the Form 10-K/A and Form 10-Q/A (the “Forms”), and in accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended, Humboldt has amended and restated in its entirety each item of the Forms that were affected by the restatement. In order to preserve the nature and character of the disclosures provided in the Forms as they were originally filed, no attempt was made to modify or update any disclosure except those required to reflect the effects of the restatement.

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Humboldt Bancorp and Subsidiaries
Notes to Consolidated Financial Statements

Note 1 — Significant Accounting Policies

         The accounting and financial reporting policies of Humboldt Bancorp (“Humboldt”) and its subsidiaries conform to generally accepted accounting principles and general banking industry practices. The consolidated financial statements have not been audited and all material intercompany balances and transactions have been eliminated. A more detailed description of Humboldt’s accounting policies is included in the 2001 annual report filed on Form 10-K.

         In management’s opinion, all accounting adjustments necessary to accurately reflect the financial position and results of operations on the accompanying financial statements have been made. These adjustments are considered normal and recurring accruals considered necessary for a fair and accurate presentation. The results for interim periods are not necessarily indicative of results for the full year or any other interim periods.

Note 2 — Per Share Data

         Basic earnings per share is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted net income per share is computed by dividing net income available to common shareholders and assumed conversions by the weighted average number of common shares plus common equivalent shares outstanding including dilutive stock options. The following table provides a reconciliation of the basic and dilutive earnings per share computations for the three and six months ended June 30, 2002 and 2001.

Table 1 — Earnings Per Share

                                     
        For the Three Months   For the Six Months
        Ended June 30,   Ended June 30,
       
 
(In thousands, except per share data)   2002   2001   2002   2001

 
 
 
 
Basic earnings per share:
                               
 
Weighted average shares outstanding
    10,322       10,336       10,373       10,333  
 
Net income (loss)
  $ 2,861     $ (11,213 )   $ 5,399     $ (12,315 )
 
Net income from continuing operations
  $ 3,137     $ 2,319     $ 5,675     $ 2,279  
 
Basic earnings (loss) per share
  $ 0.28     $ (1.08 )   $ 0.52     $ (1.19 )
 
Basic earnings per share — continuing operations
  $ 0.30     $ 0.22     $ 0.55     $ 0.22  
Diluted earnings per share:
                               
   
Weighted average shares outstanding
    10,322       10,336       10,373       10,333  
   
Net effect of the assumed exercise of stock options based on the treasury stock method using average market price for the period
    568       471       480       520  
 
   
     
     
     
 
   
Total weighted average shares and common stock equivalents outstanding
    10,890       10,807       10,853       10,853  
 
   
     
     
     
 
 
Net income (loss)
  $ 2,861     $ (11,213 )   $ 5,399     $ (12,315 )
 
Net income from continuing operations
  $ 3,137     $ 2,319     $ 5,675     $ 2,279  
 
Diluted earnings (loss) per share
  $ 0.26     $ (1.04 )   $ 0.50     $ (1.13 )
 
Diluted earnings per share — continuing operations
  $ 0.29     $ 0.21     $ 0.52     $ 0.21  

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Note 3 — Segment Information

         Through June 30, 2002, Humboldt operated in two principal industry segments: retail banking and merchant bankcard services. Humboldt’s core retail banking segment includes commercial, commercial real estate, construction, and permanent residential lending along with all depository activities. Humboldt’s merchant bankcard department segment provides services for approximately 99,000 merchants throughout the United States.

Table 2 — Business Segments

                         
    For the six months ended
    June 30, 2002
     
    Retail   Merchant Bancard        
    Banking   Services   Total
   
 
 
    (Dollars in thousands)
Non-interest income
  $ 5,175     $ 8,888     $ 14,063  
Interest income
    31,070       139       31,209  
Interest expense
    8,958       95       9,053  
Interest income/(expense) allocation
    (685 )     685        
Segment profit, before taxes (1)
    6,547       1,505       8,052  
Segment assets
  $ 895,958     $ 87,741     $ 983,699  
                         
    For the six months ended
    June 30, 2001
     
    Retail   Merchant Bancard        
    Banking   Services   Total
   
 
 
    (Dollars in thousands)
Non-interest income
  $ 4,139     $ 10,187     $ 14,326  
Interest income
    33,208       168       33,376  
Interest expense
    15,221       133       15,354  
Interest income/(expense) allocation
    (827 )     827        
Segment profit, before taxes (1)
    3,341       3,861       7,202  
Segment assets
  $ 806,796     $ 89,832     $ 896,628  

(1)  Excludes merger related charges and discontinued operations

Note 4 — Formation of HB Investment Trust

         During the first quarter of 2002, the company formed and funded HB Investment Trust (“HBIT”), a Maryland real estate investment trust, as a subsidiary of Humboldt Bank. HBIT provides Humboldt Bank with flexibility in raising capital. Humboldt Bank contributed loans with a net book value of approximately $217 million, and cash of $750,000 in exchange for 100% of the common and preferred stock in HBIT. As of June 30, 2002, the net income, assets, and equity of HBIT are eliminated in consolidation.

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Note 5 — Discontinued Operations

         During the first quarter of 2001, Humboldt completed a review of strategic alternatives available for Bancorp Financial Services, Inc. (“BFS”), a wholly owned subsidiary that engaged in sale and servicing of small ticket equipment leases and the origination and servicing of indirect automobile loans. The result of this evaluation was the classification of BFS as a discontinued operation, based on management’s expectation that the company would be sold as a going concern. The first quarter 2001 financial results included a loss on discontinued operations $1.1 million, which included the after-tax operating loss of BFS and a reserve for the expected loss on the sale of the company of approximately $700,000. During the second quarter of 2001, it was determined that the prospects for the sale of BFS as a going concern were unlikely and management implemented a plan to wind down the operations of BFS in an orderly manner. For the year ended December 31, 2001, Humboldt recognized a loss on discontinued operations of $14.0 million. During the first six months ended June 30, 2002, Humboldt recorded a $276,000 loss on discontinued operations. The discontinuance of the leasing business has been accounted for under Accounting Principles Board (“APB”) Opinion No. 30, and accordingly, the results of this operation are classified as discontinued in all periods presented.

         During the first quarter of 2002, BFS completed the transfer of the Class C lease-backed notes with a carrying value of $3.9 million to a third party in exchange for a reduction in the related secured debt of a like amount. BFS has a remaining loan obligation to the third party of approximately $1.2 million, which, according to the terms of the borrowing agreement, will only be repaid upon the receipt of cash flows from retained interest assets by BFS in the future. During the fourth quarter of 2001, Humboldt Bancorp assumed certain debts of BFS owed to commercial banks. These obligations are unsecured and the agreements provide for scheduled monthly principal and interest payments over a period of three years. At June 30, 2002, the aggregate balance of these borrowings was $1.8 million.

         During the second quarter of 2002, Humboldt completed the liquidation of all remaining leases and loans on the balance sheet of BFS (including the transfer of servicing responsibility) and also completed the sale of previously charged-off leases. As a result of this action, at June 30, 2002 BFS completely ceased operations and all remaining employees were terminated. Although certain accruals were established for the expected costs related to completion of the wind-down, such accruals were not sufficient to cover the actual expenses recognized during the second quarter of 2002 and a loss on discontinued operations of $276,000 was recognized.

         As of June 30, 2002, BFS had total assets of $1.1 million, which included cash of $825,000 and taxes receivable of $292,000. Total liabilities were $1.2 million and included security deposits payable of $1.1 million and an aggregate remaining balance accrual for wind-down expenses of $89,000. Management believes this accrual is sufficient to cover the remaining wind-down costs.

Note 6 — Subsequent Events

         On July 22nd, 2002, Humboldt announced that it had entered into a definitive agreement for the sale of its proprietary merchant processing division to iPayment Holdings, Inc. (“IPH”). Under the terms of the agreement, Humboldt will receive $34 million in cash in consideration for the sale of its proprietary merchant portfolio and other related assets, and expects to recognize an after-tax gain on sale during the third quarter of approximately $21 million. The transaction is expected to be completed by August 31, 2002.

         In connection with approval of the sale, Humboldt’s Board of Directors authorized a new stock repurchase plan for up to one million, or 9.7%, of total shares outstanding. The common stock may be repurchased by the Company from time to time in open market transactions or in privately negotiated transactions as permitted under applicable rules and regulations. The repurchase program will begin immediately and may be modified, suspended or terminated at any time without notice. The extent to which the Company repurchases its shares and the timing of such purchases will depend upon market conditions and other corporate considerations. Humboldt has repurchased approximately 285,000 shares under the 500,000 share repurchase program announced in February 2002. Additionally, Humboldt declared a six-for-five stock split, payable to shareholders of record as of August 5, 2002 on August 19, 2002.

         On July 31, 2002, Humboldt announced that it had entered into a definitive agreement to sell its Lancaster and Riverside, California branches. This transaction is expected to close during the fourth quarter of 2002, subject to regulatory approval. The buyer will assume approximately $15 million of deposit liabilities and assume the facility leases for both locations. Humboldt does not expect this transaction will a material impact on the future results of operations.

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Note 7 — Restatement

         On August 13, 2002, Humboldt announced in a press release that, during a review of existing contracts in connection with the pending sale of the Company’s proprietary merchant bankcard portfolio (the “MBC Portfolio”), it was determined that compensation expense related to certain employment agreements should have been recognized over each employee’s service period and not just at the time of a sale. The employment agreements, which were in effect since 1997, provided for two employees of the Company’s merchant bankcard division to earn an equity interest in the MBC Portfolio.

         As a result of the foregoing, the Company’s consolidated financial statements for the first and second quarters of 2001 and first quarter of 2002 have been restated from amounts previously reported. The principal effects of the restatement on the accompanying consolidated financial statements are set forth below:

Condensed Income Statements — Unaudited
(in thousands, except per share data)

                                                                   
      Three Months Ended   Three Months Ended   Three Months Ended   Six Months ended
      March 31, 2002   March 31, 2001   June 30, 2001   June 30, 2001
     
 
 
 
              Previously           Previously           Previously           Previously
      Restated   Reported   Restated   Reported   Restated   Reported   Restated   Reported
     
 
 
 
 
 
 
 
Interest income
  $ 15,407     $ 15,407     $ 16,763     $ 16,763     $ 16,613     $ 16,613     $ 33,376     $ 33,376  
Interest expense
    4,625       4,625       7,758       7,758       7,596       7,596       15,354       15,354  
 
   
     
     
     
     
     
     
     
 
 
Net interest income
    10,782       10,782       9,005       9,005       9,017       9,017       18,022       18,022  
Provision for loan losses
    446       446       794       794       583       583       1,377       1,377  
 
   
     
     
     
     
     
     
     
 
 
Net interest income after provision
    10,336       10,336       8,211       8,211       8,434       8,434       16,645       16,645  
Non-interest income
    6,698       6,698       7,039       7,039       7,287       7,287       14,326       14,326  
Non-interest expense
    13,400       12,726       14,945       14,616       12,355       11,616       27,300       26,232  
 
   
     
     
     
     
     
     
     
 
 
Income before taxes
    3,634       4,308       305       634       3,366       4,105       3,671       4,739  
Provision for income taxes
    1,096       1,299       345       461       1,047       1,277       1,392       1,738  
 
   
     
     
     
     
     
     
     
 
 
Net income from continuing operations
    2,538       3,009       (40 )     173       2,319       2,828       2,279       3,001  
Income (loss) from discontinued operations
                (1,062 )     (1,062 )     (13,532 )     (13,532 )     (14,594 )     (14,594 )
 
   
     
     
     
     
     
     
     
 
 
Net income (loss)
  $ 2,538     $ 3,009     $ (1,102 )   $ (889 )   $ (11,213 )   $ (10,704 )   $ (12,315 )   $ (11,593 )
 
   
     
     
     
     
     
     
     
 
Earnings (loss) per share — Basic:
                                                               
 
Continuing operations
  $ 0.24     $ 0.29     $     $ 0.02     $ 0.22     $ 0.27     $ 0.22     $ 0.29  
 
Discontinued operations
  $     $     $ (0.11 )   $ (0.11 )   $ (1.30 )   $ (1.31 )   $ (1.41 )   $ (1.41 )
 
Net income (loss)
  $ 0.24     $ 0.29     $ (0.11 )   $ (0.09 )   $ (1.08 )   $ (1.04 )   $ (1.19 )   $ (1.12 )
Earnings (loss) per share — Diluted
                                                               
 
Continuing operations
  $ 0.23     $ 0.28     $     $ 0.02     $ 0.21     $ 0.26     $ 0.21     $ 0.28  
 
Discontinued operations
  $     $     $ (0.10 )   $ (0.10 )   $ (1.25 )   $ (1.25 )   $ (1.34 )   $ (1.35 )
 
Net income (loss)
  $ 0.23     $ 0.28     $ (0.10 )   $ (0.08 )   $ (1.04 )   $ (0.99 )   $ (1.13 )   $ (1.07 )

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Condensed Balance Sheets — Unaudited
(in thousands)

                                                       
          As of March 31, 2002   As of December 31, 2001   As of June 30, 2001
         
 
 
                  Previously           Previously           Previously
Assets   Restated   Reported   Restated   Reported   Restated   Reported
   
 
 
 
 
 
Cash and equivalents
  $ 50,854     $ 50,854     $ 55,487     $ 55,487     $ 87,994     $ 87,994  
Investment securities
    161,641       161,641       172,473       172,473       137,301       137,301  
Net loans
    669,855       669,855       654,567       654,567       614,988       614,988  
Premises and equipment, net
    18,275       18,275       19,270       19,270       18,873       18,873  
Other assets
    50,157       48,781       57,120       55,947       37,472       36,387  
 
   
     
     
     
     
     
 
 
Total assets
  $ 950,782     $ 949,406     $ 958,917     $ 957,744     $ 896,628     $ 895,543  
 
   
     
     
     
     
     
 
Liabilities
                                               
Deposits
  $ 796,163     $ 796,163     $ 807,086     $ 807,086     $ 773,871     $ 773,871  
Borrowings
    48,435       48,435       45,560       45,560       34,530       34,530  
Trust preferred securities
    20,150       20,150       20,150       20,150       10,465       10,465  
Accrued interest payable and other liabilities
    19,986       15,895       21,539       18,122       17,641       14,753  
 
   
     
     
     
     
     
 
 
Total liabilities
  $ 884,734     $ 880,643     $ 894,335     $ 890,918     $ 836,507     $ 833,619  
 
   
     
     
     
     
     
 
Stockholders’ Equity
                                               
Common stock
    65,709     $ 65,709       67,459     $ 67,459       67,111     $ 67,111  
Retained earnings (accumulated deficit)
    (727 )     1,988       (3,265 )     (1,021 )     (8,442 )     (6,640 )
Accumulated other comprehensive income
    1,066       1,066       388       388       1,453       1,453  
 
   
     
     
     
     
     
 
 
Total stockholders’ equity
    66,048       68,763       64,582       66,826       60,122       61,924  
 
   
     
     
     
     
     
 
 
Total liabilities and stockholders’ equity
  $ 950,782     $ 949,406     $ 958,917     $ 957,744     $ 896,628     $ 895,543  
 
   
     
     
     
     
     
 

Part I Item II
Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

         This discussion contains forward-looking statements under the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. Although Humboldt believes that the assumptions underlying the forward-looking statements contained in the discussion are reasonable, any of the assumptions could be inaccurate, and therefore, no assurance can be made that any of the forward-looking statements included in this discussion will be accurate. Factors that could cause actual results to differ from results discussed in forward-looking statements include, but are not limited to: economic conditions (both generally and in the markets where Humboldt operates); competition from other providers of financial services offered by Humboldt; government regulation and legislation; changes in interest rates; material unforeseen changes in the financial stability and liquidity of Humboldt’s credit customers; and other risks detailed in Humboldt’s filings with the Securities and Exchange Commission, all of which are difficult to predict and which may be beyond the control of Humboldt. Humboldt undertakes no obligation to revise forward-looking statements to reflect events or changes after the date of this discussion or to reflect the occurrence of unanticipated events.

Overview

         Humboldt Bancorp (“Humboldt”) is a bank holding company registered under the Bank Holding Company Act of 1956. On June 1, 2002, Humboldt was granted final regulatory approval for collapsing its Capitol Valley Bank and Tehama Bank charters into that of Humboldt Bank. Under one bank charter, Capitol Valley Bank and Tehama Bank will continue to retain their respective names and operate as divisions of Humboldt Bank. As of June 30, 2002, Humboldt Bank had total assets of $969 million.

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         Total consolidated assets at June 30, 2002 were $984 million, compared with $959 million at December 31, 2001, an increase of 5% on an annualized basis. During the first quarter of 2001, Humboldt adopted a plan whereby Bancorp Financial Services, Inc. is classified as a discontinued operation. Additional information regarding this is provided in Note 5 of the notes to the Consolidated Financial Statements.

Summary of Critical Accounting Policies

The Securities and Exchange Commission (“SEC”) recently issued disclosure guidance for “critical accounting policies.” The SEC defines “critical accounting policies” as those that require application of management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in future periods.

Humboldt’s significant accounting policies are described in Note 1 in the Notes to the Consolidated Financial Statements for the year ended December 31, 2001 as filed on Form 10-K (the “Notes to the 2001 Consolidated Financial Statements”). Not all of these critical accounting policies require management to make difficult, subjective or complex judgments or estimates. However, management believes that the following policies could be considered critical within the SEC definition.

Reserves and Contingencies

Humboldt must manage and control certain inherent risks in the normal course of its business. These include, credit risk, fraud risk, operations and settlement risk, and interest rate risk. Humboldt has established reserves for risk of losses, including loan losses, tax contingencies, merchant bankcard losses and losses related to discontinued operations. The allowance for loan losses represents Humboldt’s estimate of the probable losses that have occurred as of the date of the financial statements, as further described in Note 1 in the Notes to the 2001 Consolidated Financial Statements. Management believes that Humboldt has appropriately accrued for tax exposures. The allowance for merchant bankcard losses represents Humboldt’s estimate of probable losses that have occurred as of the date of the financial statements. Reserves related to the wind-down of discontinued operations represent management’s estimate of losses that will be incurred upon the disposition of assets and the costs associated with operations during the wind-down period.

If Humboldt prevails in a matter for which an accrual has been established or is required to pay an amount exceeding recorded reserves, the financial impact will be reflected in the period in which the matter is resolved.

Derivative Financial Instruments

Humboldt has a policy that provides for the use of derivative financial instruments to hedge interest rate risk. This policy permits the use of interest rate swaps, cap and floor contracts to hedge specific interest rate risk exposures as part of Humboldt’s asset/liability management process. This policy limits the notional amount of total derivative financial instruments to 15% of total assets. Note 1 in the Notes to the 2001 Consolidated Financial Statements contains additional information on accounting policies related to derivative financial instruments.

Discontinued Operations/Off-Balance Sheet Financing

During the first quarter of 2001, Humboldt classified its leasing subsidiary, Bancorp Financial Services, Inc. (“BFS”) as a discontinued operation upon adoption of a plan to sell the subsidiary. During the second quarter of 2001, it was determined that a sale of BFS was unlikely and the plan was modified to wind-down the operations of BFS. Management believes that the wind-down of BFS meets the requirements for classification as a discontinued operation. Note 3 in the Notes to the 2001 Consolidated Financial Statements contains additional information about Discontinued Operations.

Prior to its classification as a discontinued operation, BFS formed three subsidiaries that were not consolidated on the financial statements of BFS or Humboldt. These subsidiaries are commonly referred to as special purpose entities, or SPEs. As of June 30, 2002 and December 31, 2001, only two subsidiaries were not consolidated. Both of the remaining unconsolidated subsidiaries are considered “qualifying” SPEs that were formed for the sole purpose of issuing lease-backed notes to institutional investors. Additional information on these SPEs is provided in Note 3 in the Notes to the 2001 Consolidated Financial Statements.

Revenue recognition

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Humboldt’s primary sources of revenue are interest income and fees received in connection with providing merchant bankcard processing services. Interest income is recorded on an accrual basis. Note 1 in the Notes to the 2001 Consolidated Financial Statements contains an explanation of the process for determining when the accrual of interest income is discontinued on impaired loans and under what circumstances loans are returned to an accruing status. Merchant bankcard revenue is recorded on a cash basis.

An additional source of revenue for Humboldt is related to the gains recorded in connection with the sale of loans for which Humboldt retains the right to service the loans. Recording of such gains involves the use of estimates and assumptions related to the expected life of the loans and future cash flows. Note 1 in the Notes to the 2001 Consolidated Financial Statements contains additional information regarding Humboldt’s accounting policy for revenue recorded in connection with the sale of loans. Mortgage servicing rights resulting from the sale of loans are based upon estimates and are subject to the risk of prepayments.

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Results of Operations

         For the three months ended June 30, 2002, Humboldt reported net income of $2.9 million, or $0.26 per diluted share, compared to a net loss of $11.2 million, or $1.04 per diluted share, for the same period in 2001. Humboldt reported net income for the first six months of 2002 of $5.4 million, or $0.50 per diluted share, compared to a net loss of $12.3 million, or $1.13 per diluted share, for the same period in 2001. The 2002 six-month operating results as of June 30 produced a return on average shareholders’ equity and return on average assets of 16.4% and 1.14%, respectively, compared with 14.3% and 1.15%, respectively, for the same six-month period in 2001 (Exclusive of merger-related expenses and loss on discontinued operations).

         The following table summarizes the components of income and expense for the three and six months ended June 30 of 2002 and 2001 and the changes in those components for the periods presented.

Table 3 — Condensed Consolidated Statements of Income
(in thousands, except per share data)

                                                                 
    For the Three Months           Percent   For the Six Months           Percent
    Ended June 30   Change   Increase   Ended June 30   Change   Increase
    2002   2001   Amount   (Decrease)   2002   2001   Amount   (Decrease)
   
 
 
 
 
 
 
 
Summary of Operations
                                                               
Interest income
  $ 15,802       16,613       (811 )     -5 %   $ 31,209       33,376       (2,167 )     -6 %
Interest expense
    4,428       7,596       (3,168 )   - 42 %     9,053       15,354       (6,301 )   - 41 %
 
   
     
     
             
     
     
         
Net Interest Income
    11,374       9,017       2,357       26 %     22,156       18,022       4,134       23 %
Provision for loan losses
    642       583       59       10 %     1,088       1,377       (289 )   - 21 %
 
   
     
     
             
     
     
         
Net interest income after provision for loan losses
    10,732       8,434       2,298       27 %     21,068       16,645       4,423       27 %
Non-interest income
    7,365       7,287       78       1 %     14,063       14,326       (263 )     -2 %
Non-interest expense
    13,679       12,355       1,324       11 %     27,079       23,769       3,310       14 %
Merger-related expenses
                    nm           3,531       (3,531 )   nm
 
   
     
     
             
     
     
         
Income before taxes
    4,418       3,366       1,052     nm     8,052       3,671       4,381     nm
Income taxes
    1,281       1,047       234       22 %     2,377       1,392       985       71 %
 
   
     
     
             
     
     
         
Net income from continuing operations
    3,137       2,319       818     nm     5,675       2,279       3,396     nm
Income (loss) on discontinued operations, net of tax
    (276 )     (13,532 )     13,256     nm     (276 )     (14,594 )     14,318     nm
 
   
     
     
             
     
     
         
Net income (loss)
  $ 2,861       (11,213 )     14,074     nm   $ 5,399       (12,315 )     17,714     nm
 
   
     
     
             
     
     
         
Net operating income*
    3,137       2,319       818       35 %     5,675       5,041       634       13 %

*Excluding merger related charges and loss on discontinued operations.

nm — not meaningful

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Net Interest Income

         Net interest income is the largest source of Humboldt’s operating income. Net interest income was $22.2 million for the six months ended June 30, 2002, an increase of 23% over the comparable period in 2001. Net interest income for the second quarter of 2002 was $11.4 million, and increase of 26% over the same period in 2001. The increase in net interest income for the six months and quarter ended June 30, 2002 is primarily attributable to increases in outstanding average interest earning assets over the comparable prior year period and an increase in the net interest margin described below.

         For the six months ended June 30, 2002, the net interest margin (net interest income as a percentage of average interest earning assets) on a fully-tax equivalent basis was 5.30%, an increase of 44 basis points over the comparable prior year period. For the quarter ended June 30, 2002, the tax-equivalent net interest margin was 5.31%, and increase of 57 basis points over the same period in 2001. The increase in the net interest margin in primarily attributable to changes in Humboldt’s deposit pricing strategy that resulted in the cost of interest bearing liabilities decreasing by 215 basis points for the six month period ended June 30, 2002 as compared to the same period in 2001. For the same time period, the tax-equivalent yield on earning assets declined by 146 basis points. The change in deposit pricing strategy had the greatest impact on certificates of deposit balances, which decreased by $59 million, or 16%, on an average-balance basis from the six month period ended June 30, 2001 to the same period in 2002. This outflow of deposits was offset with by a decrease in earning assets invested in federal funds sold which yielded a lower rate than that paid on the certificates of deposit.

         The following table shows the relative impact of changes in average balances of interest earning assets and interest bearing liabilities, and interest rates earned (on a fully-tax equivalent basis) and paid by Humboldt on those assets and liabilities for the six month periods ended June 30, 2002 and 2001:

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Table 4 — Average Consolidated Balance Sheets and Net Interest Analysis
Fully tax-equivalent basis
(in thousands)

                                                     
        For the Six Months Ended
        June 30, 2002   June 30, 2001
       
 
        Average   Interest   Avg.   Average   Interest   Avg.
        Balance   (1)   Rate   Balance   (1)   Rate
       
 
 
 
 
 
Assets:
                                               
Interest-earning assets:
                                               
 
Loans, net of unearned income (2)
  $ 679,722       26,923       7.99 %     594,965       28,157       9.54 %
 
Investment securities
    175,305       4,632       5.33 %     127,620       4,764       7.53 %
 
Federal funds sold and other interest income
    1,035       14       2.73 %     44,296       913       4.16 %
 
   
     
     
     
     
     
 
Total interest-earning assets / interest income
    856,062       31,569       7.44 %     766,881       33,834       8.90 %
 
   
     
     
     
     
     
 
Non-interest-earning assets:
                                               
 
Allowance for loan losses
    (10,061 )                     (8,717 )                
 
Cash and due from banks
    47,546                       58,560                  
 
Premises and equipment
    18,453                       19,110                  
 
Goodwill and deposit intangibles
    8,456                       4,455                  
 
Other assets
    34,049                       45,074                  
 
   
                     
                 
Total assets
  $ 954,505                       885,363                  
 
   
                     
                 
Liabilities and Stockholders’ Equity
                                               
Interest-bearing liabilities:
                                               
 
Interest-bearing deposits:
                                               
   
Transaction accounts
  $ 47,715       56       0.24 %     39,361       150       0.77 %
   
Savings deposits
    232,096       1,717       1.49 %     175,438       3,149       3.62 %
   
Certificates of deposit
    300,030       5,385       3.62 %     359,045       10,467       5.88 %
   
Individual Retirement Accounts
                                               
 
   
     
     
     
     
     
 
   
Total interest-bearing deposits
    579,841       7,158       2.49 %     573,844       13,766       4.84 %
 
   
     
     
     
     
     
 
Federal Home Loan Bank advances
    43,285       813       3.79 %     32,519       787       4.88 %
Other borrowings (3)
    28,882       1,082       7.55 %     18,865       801       8.56 %
 
   
     
     
     
     
     
 
 
Total borrowed funds
    72,167       1,895       5.30 %     51,384       1,588       6.23 %
 
   
     
     
     
     
     
 
Total interest-bearing liabilities / interest expense
    652,008       9,053       2.80 %     625,228       15,354       4.95 %
Non-interest-bearing liabilities:
                                               
 
Non-interest-bearing deposits
    207,724                       175,206                  
 
Other liabilities
    28,230                       13,686                  
 
   
                     
                 
 
Total liabilities
    887,962                       814,120                  
 
   
                     
                 
Stockholders’ equity
    66,543                       71,243                  
 
   
                     
                 
Total liabilities and stockholders’ equity
  $ 954,505                       885,363                  
 
   
                     
                 
Net interest-rate spread
                    4.64 %                     3.95 %
Impact of non-interest bearing sources and other changes in balance sheet composition
                    0.66 %                     0.91 %
 
                   
                     
 
Net interest income / margin on interest-earning assets (4)
          $ 22,516       5.30 %             18,480       4.86 %
 
           
     
             
     
 

(1)  Interest income on tax-exempt securities and loans has been increased by 50% to reflect comparable interest on taxable securities.
(2) For computational purposes, includes non-accrual loans and mortgage loans held for sale.
(3) Includes Trust Preferred Securities.
(4) Tax equivalent net interest income as a percentage of average earning assets

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         The following table shows the relative impact on net interest income of changes in the average outstanding balances (volume) of earning assets and interest bearing liabilities and the rates earned and paid by Humboldt on such assets and liabilities. Variances resulting from a combination of changes in rate and volume are allocated in proportion to the absolute dollar amounts of the change in each category.

Table 5 — Change in Interest Income and Expense on a Tax Equivalent Basis
Unaudited

(in thousands)

                                 
            Six Months Ended June 30,
            2002 Compared to 2001
            Increase (Decrease)
            in interest income and expense
            due to changes in:
                     
                     
            Volume   Rate   Total
           
 
 
Interest-earning assets:
                       
 
Loans and leases:
  $ 3,357       ($4,591 )     ($1,234 )
 
Investment securities:
    1,260       (1,392 )     (132 )
 
Federal funds sold & other interest income
    (332 )     (567 )     (899 )
 
   
     
     
 
 
Total interest-earning assets / interest income
    4,285       (6,550 )     (2,265 )
Interest-bearing liabilities:
                       
   
Transactions accounts
    10       (104 )     (94 )
   
Savings deposits
    419       (1,851 )     (1,432 )
   
Certificates of deposit
    (1,059 )     (4,023 )     (5,083 )
 
   
     
     
 
     
Total interest-bearing deposits
    (630 )     (5,978 )     (6,609 )
   
FHLB advances
    202       (176 )     26  
   
Other borrowings
    375       (94 )     281  
 
   
     
     
 
       
Total borrowed funds
    577       (270 )     307  
 
   
     
     
 
 
Total interest-bearing liabilities
    (53 )     (6,248 )     (6,302 )
 
   
     
     
 
 
Increase (decrease) in net interest income
  $ 4,338       ($303 )   $ 4,036  
 
   
     
     
 

Provision for Loan Loss

         The provision for loan losses was $642,000, or 0.37% of average loans on an annualized basis, for the three months ended June 30, 2002, compared with $583,000, or 0.39% of average loans, for the same period in 2001. For the six months ended June 30, 2002, the provision for loan losses was $1.1 million or .32% of average loans on an annualized basis, compared with $1.4 million or .47% of average loans, for the same period in 2001. During the first quarter of 2001, a special charge to the provision for loan losses was taken in connection with the Tehama Bancorp merger in order to conform Tehama Bank credit policies to those of Humboldt. Net charge-offs for the three months ended June 30, 2002 were $137,000, or 0.08% of average loans on an annualized basis, compared to $210,000 or 0.14% of average loans for the same period in 2001. Net charge offs for the six months ended June 30, 2002 were $385,000 or 0.11% of average loans on an annualized basis, compared with $770,000 or 0.26% of average loans for the same period in 2001. The ratio of allowance for loan losses to total loans was 1.47% at June 30, 2002 and December 31, 2001.

         The provision for loan losses and allowance for loan losses reflect management’s consideration of the various risks in the loan portfolio. Additional discussion of loan quality and the allowance for loan losses is provided in the Asset Quality discussion section of this report.

Non-interest Income

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         Non-interest income for the three months ended June 30, 2002 was $7.4 million, an increase of $78,000, or 1%, over the comparable 2001 period. Non-interest income for the six months ended June 30, 2002 was $14.1 million, a decrease of $263,000, or 2%, over the comparable 2001 period. The following table summarizes the major categories of non-interest income for the three and six months ended June 30, 2002 and 2001 and the changes in those components for the periods presented:

Table 6 — Other Non-Interest Income
(In thousands)

                                                                   
      For the Three Months Ended June 30,   For the Six Months Ended June 30,
     
 
                      Change   Change                   Change   Change
      2002   2001   Amount   Percent   2002   2001   Amount   Percent
     
 
 
 
 
 
 
 
Merchant processing fees
  $ 4,406     $ 4,416       (10 )     0 %   $ 8,713     $ 8,647       66       1 %
ATM fees
    369       790       (421 )     -53 %     975       1,630       (655 )     -40 %
Bank-owned life insurance
    243       210       33       16 %     435       422       13       3 %
Service charges on deposit accounts
    623       615       8       1 %     1,170       1,126       44       4 %
Gain on sale of loans
    796       378       418       111 %     1,149       466       683       147 %
Gain (loss) on sale of securities
    296       30       266       887 %     296       156       140       90 %
Other
    632       848       (216 )     -25 %     1,325       1,879       (554 )     -29 %
 
   
     
     
     
     
     
     
     
 
 
Total other non-interest income
  $ 7,365     $ 7,287       78       1 %   $ 14,063     $ 14,326       (263 )     -2 %
 
   
     
     
     
     
     
     
     
 

         The decrease in non-interest income is primarily attributable to the recording of a gain in the first six months of 2001 recognized in connection with the modification of the terms of an agreement with a merchant processing ISO, partially offset by an increase in merchant processing fees. Gains on the sale of investment securities recorded during the three and six months ended June 30, 2002 were $296,000, as compared with $30,000 and $156,000 for the same periods in 2001. The majority of securities sold during the first six months of 2002 and 2001 were in connection with comprehensive reviews of Humboldt’s securities portfolio in light of changes in market interest rates, loan growth and other factors. Gains on the sale of loans recorded during the three months and six months ended June 30 were $796,000 and $1.2 million, respectively, as compared with $378,000 and $466,000 for the same periods in 2001. The increase in gains recognized on the sale of loans is primarily attributable to the volume growth associated with the Humboldt’s SBA loan origination business.

         ATM fees decreased by $655,000 or 40%, as the result of Humboldt’s decision to exit the ATM funding business. This process was substantially completed by June 30, 2002. Management does not expect the decision to exit the ATM funding business will have a significant impact on the results of operations due to a decrease in related operating expenses and the implementation of a strategy to reduce federal reserve requirements through the reclassification of certain deposit account balances.

Non-interest Expense

         For the three months ended June 30, 2002, non-interest expense totaled $13.7 million, an increase of $1.3 million, or 11%, over the same period in 2001. For the six months ended June 30, 2002, non-interest expense totaled $27.1 million, a decrease of $221,000 or 1% over the same period in 2001. Included in non-interest expense for the first six months of 2001 was $3.5 million of operating expenses related to the merger with Tehama. These expenses consisted primarily of professional fees, data processing expenses, compensation arrangements and depreciation of equipment. Excluding the merger-related expenses, non-interest expense increased by 14% during the first six months of 2002 over the same period in 2001.

         Salary and employee benefit expense, which represents the single largest component of non-interest expense, decreased by $168,000, or 3% for the three months ended June 30, 2002 as compared with the same period in 2001. Salary and employee benefit expense for the six months ended June 30, 2002 increased $642,000 or 5% over the same period in 2001. The increase for the six-month period ended June 30, 2002 as compared to the prior year is primarily attributed to an increased group health insurance rates, severance agreements related to the charter consolidation initiative, and normal cost of living salary adjustments. The decrease in compensation expense for the three-month period ended June 30, 2002 is primarily attributable to staffing reductions associated with Humboldt’s efficiency improvement

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initiatives, offset by the same factors contributing to the increase in compensation costs indicated for the six-month period above.

         Occupancy and equipment expense for the three months ended June 30, 2002 increased by $190,000 or 13% over the same period in 2001. For the six months ended June 30, 2002, occupancy and equipment expense increased by $459,000 or 17% over the same period in 2001. This increase is primarily attributed to repairs and maintenance of various premises and depreciation expense related to new technology initiatives.

         Other non-interest expense for the three months ended June 30, 2002 increased by $1.3 million or 31% compared to the same period in 2001. For the six months ended June 30, 2002, other non-interest expense increased by $2.2 million or 27% compared with the same period in 2001 This increase is primarily attributed to expenses associated with the new CEO search and the plan to consolidate the charters of Humboldt’s three subsidiary banks.

Income Taxes

         Income tax expense for the six months ended June 30, 2002 was $2.4 million, compared with $1.4 million for the same period in 2001. The effective tax rate (income tax expense as a percentage of pre-tax net income) for the six months ended June 30, 2002, was 29.5% compared to 37.9% for the comparable 2001 period. The reduction of effective tax rate is attributable to four full months of tax benefit associated the HB Investment Trust (See Note 4 – Formation of HB Investment Trust).

Investment Securities

         Average securities for the first six months of 2002 were $175 million, an increase of $48 million, or 38%, over the comparable 2001 period. During the second quarter of 2002 and the first quarter of 2001, Humboldt conducted reviews of its securities portfolio in consideration of recent changes in market interest rates, loan demand and other factors. As a result of these reviews, certain investment securities were sold. Humboldt sold securities of $41 million resulting in net gains of $296,000 during the six-month period ending June 30, 2002 and sold $42 million resulting in gains of $156,000 during the same period in 2001.

Loans

         Humboldt experienced annualized loan growth of 15% for the six month period ended June 30, 2002. This growth was the result of continued favorable economic conditions in Humboldt’s primary market areas, in particular the greater Sacramento, California region. Total loans were $714 million at June 30, 2002, compared to $664 million at December 31, 2001. Average loans for the six months ended June 30, 2002, were $680 million, compared to $595 million for the same period of 2001. The average yield on loans for the six months ended June 30, 2002 was 7.99%, compared to 9.54% for the same period in 2001. The decrease in the average yield on loans is primarily due to the general decline in market interest rates. The average prime rate, the benchmark index for a substantial percentage of Humboldt loans for the first six months of 2002 was 4.75% as compared to 8.04% during the same period in 2001.

Asset Quality

         Non-performing assets, which include non-accrual loans, loans past-due 90 days or more and still accruing interest and other real estate owned totaled $3.1 million at June 30, 2002, compared to $4.6 million at December 31, 2001. Total non-performing loans at June 30, 2002, decreased by $1.5 million from year-end 2001. Non-performing loans at June 30, 2002 consisted primarily of loans secured by real estate that are generally well secured and in the process of collection. Other real estate owned at June 30, 2002 totaled $195,000, compared to $166,000 at December 31, 2001.

         Management classifies loans as non-accrual when principal or interest is 90 days or more past due and the loan is not sufficiently collateralized and in the process of collection. Once a loan is classified as non-accrual, it cannot be reclassified as an accruing loan until all principal and interest payments are brought current and the prospects for future payments in accordance with the loan agreement appear relatively certain. Foreclosed properties held as other real estate

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owned are recorded at the lower of Humboldt’s recorded investment in the loan or market value of the property less expected selling costs.

         The following table presents information about Humboldt’s non-performing assets, including quality ratios:

Table 7 — Non-Performing Assets
(in thousands)

                             
        June 30,   December 31,   June 30,
        2002   2001   2001
       
 
 
Non-accrual loans
  $ 2,243     $ 2,915     $ 1,100  
Loans past due 90 days or more and still accruing
    645       1,560       3,895  
 
   
     
     
 
 
Total non-performing loans
    2,888       4,475       4,995  
Other real estate owned
    195       166       1,161  
 
   
     
     
 
   
Total non-performing assets
  $ 3,083     $ 4,641     $ 6,156  
 
   
     
     
 
Total non-performing loans as a percentage of total loans
    0.40 %     0.67 %     0.80 %
Total non-performing assets as a percentage of total assets
    0.31 %     0.48 %     0.69 %

         The decrease in non-accrual loans from year-end 2001 is primarily attributable to strong collection efforts and loan charge offs.

         At June 30, 2002, Humboldt had approximately $11.3 million of outstanding loans that were not included in the non-performing or non-accrual categories, but for which management had knowledge that the borrowers had certain identified weaknesses based on Humboldt’s internal risk rating system. Although these weaknesses are serious enough for management to be uncertain of the borrowers’ ability to comply with the original repayment terms of the loans, no losses are anticipated at this time in connection with these loans based on current market conditions, cash flow generation and collateral values. These loans are subject to routine management review and are considered in determining the adequacy of the allowance for loan losses.

         The allowance for loan and lease losses (“ALL”) at June 30, 2002 totaled $10.5 million, an increase of $703,000, or 7%, from December 31, 2001. The ratio of ALL to total loans at June 30, 2002 and December 31, 2001 was 1.47%, compared with 1.44% at June 30, 2001. At June 30, 2002 and December 31, 2001, the ratio of ALL to total non-performing loans was 362% and 218%, respectively.

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         The following table provides an analysis of the changes in the ALLL for the six months ended June 30, 2002 and 2001 respectively.

Table 8 — Summary of Loan Loss Experience
(in thousands)

                 
    Six Months Ended
    June 30
   
    2002   2001
   
 
Balance beginning of period
  $ 9,765     $ 8,367  
Provision for loan losses
    1,088       1,377  
Loans charged-off
    (771 )     (968 )
Charge-off recoveries
    386       199  
 
   
     
 
Net charge-offs
    (385 )     (769 )
 
   
     
 
Balance end of period
  $ 10,468     $ 8,975  
 
   
     
 
                   
      June 30,   December 31,
Total loans:   2002   2001
 
At period end
  $ 714,078     $ 664,332  
 
Average (Six months for 2002)
  $ 679,722     $ 616,159  
As a percentage of average loans:
               
 
Net charge-offs (annualized basis for 2002)
    0.11 %     0.24 %
 
Provision for loan losses (annualized basis for 2002)
    0.32 %     0.47 %
Allowance as a percentage of period end loans
    1.47 %     1.47 %
Allowance as a percentage of non-performing loans
    362 %     218 %

         Management believes that the ALL at June 30, 2002 is sufficient to absorb losses inherent in the loan portfolio. This assessment is based upon the best available information and does involve uncertainty and matters of judgment. Accordingly, the adequacy of the loan loss reserve cannot be determined with precision and could be susceptible to significant change in future periods.

         Humboldt also bears certain indirect credit risks related to its Merchant Bankcard segment, which provides VISA and Mastercard settlement services for approximately 99,000 merchants located throughout the United States. Accordingly, Humboldt has implemented active risk mitigation and management practices and established reserves for losses associated with merchant processing. At June 30, 2002, the reserves for merchant processing losses totaled $2.6 million, a decrease of $100,000 from year-end 2001. For the first six months of 2002, Humboldt recognized net losses charged against the reserve of $411,000. During the first six months of 2002, Humboldt processed $2.5 billion of merchant processing transaction volume.

Deposits and Borrowed Funds

         Total deposits decreased by $4.3 million during the six months ended June 30, 2002, an annual decrease of 1%. This decrease is primarily attributable to a run off of higher rate certificates of deposit in the former Capitol Thrift and Loan branches.

         Total average non-interest bearing deposits for the six months ended June 30, 2002 were $208 million, an increase of $33 million, or 19%, from the same period in 2001.

         As of June 30,2002, Humboldt had $31 million of brokered deposits at an average rate of 2.97% that matures during the second quarter of 2003.

         Total average borrowed funds for the six months ended June 30, 2002 were $72 million, an increase of $21 million, or 41%, from the comparable 2001 period. Most of this increase is attributed to increased trust preferred securities issuance (see “Trust Preferred Securities” section) and increased net borrowings from the FHLB in order to fund growth of the loan portfolio. At June 30, 2002 Humboldt had aggregate FHLB borrowings of approximately $68 million.

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Asset/Liability Management

         Humboldt’s financial performance is largely dependent upon its ability to manage market interest rate risk, which can be further defined as the exposure of Humboldt’s net interest income to fluctuations in interest rates. Since net interest income is the largest component of Humboldt’s revenue, management of interest rate risk is a priority. Humboldt’s interest rate risk management program includes a coordinated approach to managing interest rate risk and is governed by policies and Humboldt’s Asset and Liabilities Committee (“ALCO”). The ALCO meets regularly to evaluate the impact of market interest rates on the assets, liabilities, net interest margin, capital and liquidity of Humboldt and to determine the appropriate strategic plans to address the impact of these factors.

         Humboldt’s balance sheet structure is primarily short-term with most assets (80%) and liabilities (62%) either repricing or maturing in five years or less. Management monitors the sensitivity of net interest income to changes in market interest rates by utilizing a simulation model. This model measures net interest income sensitivity and volatility to interest rate changes based on assumptions which management believes are reasonable. Factors considered in the simulation model include actual maturities, estimated cash flows, repricing characteristics, and the relative sensitivity of assets and liabilities to changes in market interest rates. The simulation model considers other factors that can impact net interest income, including the mix of earning assets and liabilities, yield curve relationships, customer preferences and general market conditions. Utilizing the simulation model, management can project the impact of changes in interest rates on net interest income.

         At June 30, 2002, Humboldt’s simulation model indicated that net interest income would increase by 0.55%, or approximately $250,000, and decrease by 0.42%, or approximately $200,000, if interest rates increased by 200 basis points. This change is for a one-year period during which rates are increased on a monthly basis by 20.8 basis points (for a cumulative increase of 200 basis points). Both of the simulation results are within the limits of Humboldt’s policy.

Interest Rate Swap Contract

         In order to assist with managing interest rate sensitivity, Humboldt has entered into off-balance sheet contracts that are considered derivative financial instruments. As of June 30, 2002, Humboldt had two such contracts, both of which are interest rate swap agreements. These agreements are classified as cash flow hedges, which require the fair value of each swap agreement to be recognized on the balance sheet with the offset recorded as a component of other comprehensive income in stockholder’s equity.

Table 9 — Interest Rate Swap Contracts
As of June 30, 2002

(In thousands)

                                         
Maturity Date   Notional Amount   Rate Paid   Rate Received           Fair Value
January 2005
  $ 25,000       4.75 %     6.72 %     (1 )   $ 320  
December 2006
  $ 10,000       8.42 %     5.49 %     (2 )     ($145 )

(1)  Variable rate based on Prime
(2) Variable rate based on 3 month LIBOR plus 360 basis points

         On July 22, 2002, Humboldt entered into an additional interest rate swap agreement as part of management’s ongoing interest rate risk management program. This contract has a notional amount of $25 million and a term of 3 years. Under the terms of the agreement, Humboldt receives a fixed rate of 6.3% and pays prime based upon the notional amount. This swap is classified as a cash flow hedge.

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Capital Resources and Liquidity

         The following table shows Humboldt’s capital ratios, as calculated under regulatory guidelines, compared to the regulatory minimum capital ratio and the regulatory minimum capital ratio needed to qualify as a “well-capitalized” institution at June 30, 2002 and December 31, 2001:

Table 10 — Capital Ratios
                   
      June 30,   December 31,
      2002   2001
Leverage ratio
    8.40 %     8.45 %
 
Regulatory minimum
    4.00 %     4.00 %
 
Well-capitalized minimum
    5.00 %     5.00 %
Tier I risk-based capital
    9.82 %     10.48 %
 
Regulatory minimum
    4.00 %     4.00 %
 
Well-capitalized minimum
    6.00 %     6.00 %
Total risk-based capital
    11.10 %     11.72 %
 
Regulatory minimum
    8.00 %     8.00 %
 
Well-capitalized minimum
    10.00 %     10.00 %

         On February 6, 2002, Humboldt announced the authorization of a stock repurchase for up to 500,000 shares. As of June 30, 2002, a total of 282,600 shares had been repurchased. On May 21, 2002, Humboldt’s Board of Directors declared a cash dividend of $.0025 per share on the company’s common stock. This dividend was paid on June 17, 2002 to shareholders of record as of June 3, 2002 and represented a payout of approximately 8% of Humboldt’s first quarter net income. The decision to initiate payment of a cash dividend was made in conjunction with a review of the company’s capital and growth plan and in consideration of the dividend practices of peer bank holding companies.

         Although it is the intention of the company to pay cash dividends on a quarterly basis, there is no assurance that any future cash dividends will be paid. The payment of cash dividends is subject to Federal regulatory requirements for capital levels and other restrictions. Further, the cash dividends paid from Humboldt Bank to Humboldt Bancorp (the primary source of cash available for dividends) is subject to both Federal and State regulatory requirements.

         Liquidity measures the ability to meet current and future cash flow needs as they become due. Maintaining an adequate level of liquid funds, at the most economical cost, is an important component of Humboldt’s asset and liability management program. Humboldt has several sources of available funding to provide the required level of liquidity, including deposits and short and long-term borrowings. Like most banking organizations, Humboldt relies primarily upon cash inflows from financing activities (deposit gathering, short-term borrowing and issuance of long-term debt) in order to fund its investing activities (loan origination and securities purchases). The financing activity cash inflows such as loan payments and securities sales and prepayments are also a significant component of liquidity.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

There have been no material changes in Humboldt’s quantitative and qualitative disclosures about market risk as of June 30, 2002 from that presented in Humboldt’s Annual Report on Form 10-K for the year ended December 31, 2001.

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PART II — OTHER INFORMATION

Item 1 — Legal Proceedings — None

Item 2 — Changes in Securities — None

Item 3 — Defaults Upon Senior Securities — None

Item 4 — Submission of Matters to a vote of Security Holders

         On or about April 15, 2002, a Proxy Statement of Humboldt Bancorp was mailed to shareholders of record as of March 31, 2001 by the Board of Directors soliciting proxies for use at the Annual Meeting of Shareholders to be held on May 20, 2002. At the meeting, the shareholders were asked to elect 13 nominees for Directors; ratify the appointment of KPMG LLP as independent certified accountants; and authorize amendments to the Company’s Articles of Incorporation as described below.

PROPOSAL #1 — Election of Directors
                 
    Common Stock
    Votes For   Withheld
   
 
Ronald F. Angell
    9,075,509       43,472  
Richard Claussen
    8,434,651       43,472  
Gary L. Evans
    8,640,883       43,472  
Garry D. Fish
    8,264,673       43,472  
Robert M. Daugherty
    8,614,823       43,472  
Gary C. Katz
    8,761,916       43,472  
John W. Koeberer
    8,796,073       43,472  
Theodore S. Mason
    8,993,909       43,472  
John McBeth
    9,103,351       43,472  
Kelvin H. Moss
    8,993,909       43,472  
Gary L. Napier
    8,205,602       43,472  
Thomas W. Weborg
    8,432,242       43,472  
John R. Winzler
    9,097,181       43,472  

PROPOSAL #2 — Ratify the appointment of KPMG LLP as Independent Certified Accountants for the fiscal year ended December 31, 2002.

                 
For:
    8,440,753  
Against:
    17,321  
Withheld:
    246,696  

PROPOSAL #3 — Authorize an amendment to the Company’s Articles of Incorporation to allow for issuance of up to 20,000,000 shares of preferred stock.

                 
For:
    5,371,049  
Against:
    3,090,602  
Withheld:
    243,119  

PROPOSAL #4 — Authorize an amendment to the Company’s Articles of Incorporation to increase the number of authorized common shares to 100,000,000.

                 
For:
    7,589,449  
Against:
    908,397  
Withheld:
    206,929  

24


Table of Contents

Item 5 — Other Information — None

Item 6 — Exhibits and Reports on Form 8-K

  a)   Exhibits

      10.1 Employment Agreement dated June 24, 2002 between Humboldt Bancorp and Patrick J Rusnak
10.2 Employment Agreement dated June 24, 2002 between Humboldt Bancorp and Mark P. Wardlow
10.3 Employment Agreement dated June 24, 2002 between Humboldt Bancorp and Mark A. Francis
10.4 Employment Agreement dated June 24, 2002 between Humboldt Bancorp and Gene F. M. Bell
99.1 Certification of Chief Executive Officer pursuant to U.S.C. 18, Section 1350, as adopted pursuant to the Sarbanes-Oxley Act of 2002.
99.2 Certification of Chief Financial Officer pursuant to U.S.C. 18, Section 1350, as adopted pursuant to the Sarbanes-Oxley Act of 2002.

  b)   There were no reports filed on Form 8-K during this reporting period

SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

         
         
Dated: August 19th, 2002   HUMBOLDT BANCORP    
         
         
        /s/ Robert M. Daugherty
       
        Robert M. Daugherty
President and Chief Executive Officer
         
        /s/ Patrick J. Rusnak
       
        Patrick J. Rusnak
Chief Financial Officer

25


Table of Contents

EXHIBIT INDEX

     
Exhibit #   Description

 
10.1   Employment Agreement dated June 24, 2002 between Humboldt Bancorp and Patrick J Rusnak
10.2   Employment Agreement dated June 24, 2002 between Humboldt Bancorp and Mark P. Wardlow
10.3   Employment Agreement dated June 24, 2002 between Humboldt Bancorp and Mark A. Francis
10.4   Employment Agreement dated June 24, 2002 between Humboldt Bancorp and Gene F. M. Bell
99.1   Certification of Chief Executive Officer pursuant to U.S.C. 18, Section 1350, as adopted pursuant to the Sarbanes-Oxley Act of 2002.
99.2   Certification of Chief Financial Officer pursuant to U.S.C. 18, Section 1350, as adopted pursuant to the Sarbanes-Oxley Act of 2002.