EX-99.1 2 dex991.htm COPY OF PRESENTATION Copy of Presentation
Investor Presentation
Super -
Community Bank Conference
West Coast 2006
September 8,  2006
FCB Bancorp
Exhibit 99.1


2
Forward-Looking Statements
This
presentation
includes
“forward-looking”
statements
within
the
meaning
of
Section
27A
of
the
Securities
Act.
All
of
the
statements
contained
in
this
presentation
release,
other
than
statements
of
historical
fact,
should
be
considered
forward-looking
statements,
including,
but
not
limited
to,
those
concerning:
(i)
the
Company’s
strategies,
objectives
and
plans
for
expansion
of
its
operations,
products
and
services,
and
growth
of
its
portfolio
of
loans,
deposits
and
investments,
(ii)
the
Company’s
beliefs
and
expectations
regarding
actions
that
may
be
taken
by
regulatory
authorities
having
oversight
of
the
Company,
(iii)
the
Company’s
beliefs
as
to
the
adequacy
of
the
allowance
for
loan
losses,
(iv)
the
Company’s
beliefs
and
expectations
of
future
operating
results
and
(v)
the
combined
entity’s
ability
to
achieve
expected
financial
results
from
the
merger
of
equals,
as
well
as
the
timing
of
the
closing
of
the
transaction
and
the
ability
to
obtain
regulatory
approvals
on
a
timely
basis
or
at
all.
The
forward-looking
statements
are
subject
to
risks
and
uncertainties
that
could
cause
actual
results
to
differ
materially
from
those
projected.
Those
factors
include,
but
are
not
limited
to,
regulatory
and
shareholder
approval
for
the
proposed
transaction,
the
impact
of
the
current
national
and
regional
economy
on
small
business
loan
demand
in
Southern
California,
loan
delinquency
rates,
the
ability
of
FCB
Bancorp
and
National
Mercantile
Bancorp
and
their
subsidiaries
to
retain
customers,
interest
rate
fluctuations
and
the
impact
on
margins,
demographic
changes,
demand
for
the
products
and
services
of
the
companies
and
their
subsidiaries,
as
well
as
their
ability
to
attract
and
retain
qualified
people,
competition
with
other
banks
and
financial
institutions,
and
other
factors.
For
a
discussion
of
factors
that
could
cause
actual
results
to
differ,
please
see
the
reports
on
filed
with
the
Securities
and
Exchange
Commission
(the
“SEC”).
Readers
should
not
place
undue
reliance
on
the
forward-looking
statements,
which
reflect
management’s
view
only
as
of
the
date
hereof.
All
subsequent
written
and
oral
forward-looking
statements
by
or
attributable
to
the
Company
or
persons
acting
on
its
behalf
are
expressly
qualified
in
their
entirety
by
this
qualification.
Investors
are
cautioned
not
to
place
undue
reliance
on
these
forward-looking
statements,
which
speak
only
as
of
the
date
hereof
and
are
not
intended
to
give
any
assurance
as
to
future
results.
The
Company
undertakes
no
obligation
to
publicly
release
any
revisions
to
these
forward-looking
statements
to
reflect
events
or
circumstances
after
the
date
hereof
or
to
reflect
the
occurrence
of
unanticipated
events.


3
Overview of the Company
First
California
Bank
(“FCBA”)
is
a
state-chartered
bank
headquartered
in
Camarillo,
California
and
founded
in
1979. 
This
Management
Team
joined
First
California
Bank
in
1999.
Currently
FCBA
conducts
its
business
from
8
full
service
offices
in
Anaheim
Hills,
Camarillo,
Irvine,
Oxnard,
Simi
Valley,
Thousand
Oaks,
Ventura,
and
Westlake
Village. 
As
of
June
30,
2006,
FCBA
had
approximately
$500
million
in
assets
and
122
full-time
equivalent
employees.
Current Ownership:
Board & Senior Management own approximately 27%
Institutional investors own approximately 33%


4
Investment Highlights
Attractive High Growth Markets
Ventura, Orange and Los Angeles counties
Experienced Management Team That Knows How to Manage Growth
and Risk
Since 2000, a 28% CAGR in Loans
Since 2000, a 25% CAGR in Deposits
Excellent credit quality; net charge-offs averaged $77,000 per year since
1999
Proven Track Record of Building a Strong Core Deposit Franchise
Since 1999, 4 successful de novo branches
A successful purchase and integration of a 3
office, $145 million bank in
2005
Strong core deposits; core deposits averaged 84% of total deposits since
1999


5
The Business Strategy
Focus on Small Business Banking
Up to $65 million in annual sales
$1 million to $3 million average credit facility
Focus on Expansion Strategy
De Novo Branching
Acquisitions
Increase Low Cost Core Deposits
Business relationship banking –
deposit opportunities with every loan
Focus on Risk Management


6
The Franchise
FCBA (8)
FCBA LPO (2)


7
$187,773
$29,999
$52,706
$58,092
$33,212
$2,005
$0
$50,000
$100,000
$150,000
$200,000
$250,000
$300,000
$350,000
$400,000
2000
2001
2002
2003
2004
2005
Q2 2006
Commercial mortgage
Multifamily mortgage
1-4 family mortgage
Commercial loans and lines
Construction
Consumer
Well Diversified Loan Portfolio
*Compound annual growth rate (CAGR) reflects 12/31/2000-6/30/2006.   ** Excludes $11.6MM of loans held for sale.
CAGR*: 28%
Q2 2006:
**


8
Loan Portfolio as of June 30, 2006
1-4 family mortgage
14%
Commercial loans and lines
16%
Construction
9%
Commercial mortgage
52%
Consumer
1%
Multifamily mortgage
8%
Excludes $11.6 million of loans held for sale.


9
High Level of Core Deposits
*Compound annual growth rate (CAGR) reflects 12/31/2000-6/30/2006.
$114,793
$18,316
$84,203
$81,030
$96,993
$0
$50,000
$100,000
$150,000
$200,000
$250,000
$300,000
$350,000
$400,000
2000
2001
2002
2003
2004
2005
Q2 2006
Demand deposits
Other transaction accounts
MMDA and savings
CD less $100,000
CD over $100,000
CAGR*: 25%


10
Deposits as of June 30, 2006
MMDA and savings
21%
Other transaction
accounts
5%
Demand deposits
29%
CD over $100,000
25%
CD less $100,000
20%


11
De Novo Branch Growth Strategy
De Novo Branching Growth Strategy
Target communities
Recruit talent
Build LPO / Branch around talent
Target 12 month break-even
Success
Oxnard opened 2000
Ventura opened 2002
Thousand Oaks opened 2003
Simi Valley opened 2005 -
Deposits today $25 million


12
South Coast Acquisition
On February 2, 2005 FCBA announced the acquisition of South Coast
Bancorp for $36 million in cash.
Transaction multiples include:
Price/Book
Price/Tangible Book
Price/LTM earnings
(1)
Assumes 2004 earnings are adjusted to reflect full tax-effects and book value adjusted to
reflect purchase accounting fair value adjustments.
(2)
Source SNL;  Reflects average of M&A bank transactions announced
since January 1, 2004
< $150 M deal value.
Acquisition Growth Strategy
Actual
Adjusted
(1)
2.1x
1.8x
2.6x
2.1x
1.8x
2.6x
12.0x
18.7x
23.8x
Avg. Western
M&A Multiples
(2)


13
Acquisition Growth Strategy (cont’d)
Execution & Integration
On September 30, 2005, completed formation of new bank holding
company
FCB Bancorp
FCB Bancorp
On September 30, 2005:
Completed successful Common Equity Offering of $22 million
Issued $10 million of Trust Preferred securities
Closed South Coast Acquisition
On December 5, 2005:
Integrated South Coast Bank
Sold South Coast charter for $1 million
On June 30, 2006:
Reported FD EPS of
$0.63
15% increase over prior year
15% increase over prior year


*
*
*
FCB Bancorp & National Mercantile Bancorp
FCB Bancorp & National Mercantile Bancorp
Merger of Equals
Merger of Equals
Announced June 15, 2006


15
Forward-Looking Statements
This presentation contains forward-looking statements that are:
subject to contingencies & uncertainties
not a guarantee of future performance
based on assumptions that may change
not to be relied on unduly
These include statements relating to
EPS and other growth rates
Accretion
Costs savings
Increased liquidity and visibility
Many factors are beyond our ability to control or predict, including:
Shareholder and regulatory approvals
Interest rate volatility
Impact of national/regional economy on small business loan demand
Loan delinquency rates
Ability of companies to retain employees and customers
Acquisition synergies and cost saving
Please see risk factors in MBLA’s and FCBA’s 10-K and other SEC filings.


16
Additional Information
The
proposed
merger
will
be
submitted
to
the
shareholders
of
each
of
National
Mercantile
Bancorp
and
FCB
Bancorp
for
their
consideration.
First
California
Financial
Group,
Inc.
will
file
a
registration
statement,
which
will
include
a
joint
proxy
statement/prospectus
to
be
sent
to
the
shareholders
of
each
of
National
Mercantile
Bancorp
and
FCB
Bancorp,
and
each
of
First
California
Financial
Group,
National
Mercantile
Bancorp
and
FCB
Bancorp
may
file
other
relevant
documents
concerning
the
proposed
merger
with
the
SEC.
Shareholders
are
urged
to
read
the
registration
statement
and
the
joint
proxy
statement/prospectus
regarding
the
proposed
merger
when
they
become
available
and
any
other
relevant
documents
filed
with
the
SEC,
as
well
as
any
amendments
or
supplements
to
those
documents,
because
they
will
contain
important
information.
You
will
be
able
to
obtain
a
free
copy
of
the
joint
proxy
statement/prospectus,
as
well
as
other
filings
containing
information
about
First
California
Financial
Group,
National
Mercantile
Bancorp
and
FCB
Bancorp,
at
the
SEC’s
website
(http://www.sec.gov).
You
will
also
be
able
to
obtain
these
documents,
free
of
charge,
by
accessing
National
Mercantile
Bancorp’s
website
(http://www.nmbla.com)
under
the
tab
“Investor
Relations”,
or
by
accessing
FCB
Bancorp’s
website
(http://www.fcbank.com)
under
the
tab
“About
Us”.
National
Mercantile
Bancorp
and
FCB
Bancorp
and
their
respective
directors
and
executive
officers
may
be
deemed
to
be
participants
in
the
solicitation
of
proxies
from
the
shareholders
of
National
Mercantile
Bancorp
and
FCB
Bancorp
in
connection
with
the
proposed
merger.
Information
about
the
directors
and
executive
officers
of
National
Mercantile
Bancorp
is
set
forth
in
the
proxy
statement
for
its
2006
annual
meeting
of
shareholders,
as
filed
with
the
SEC
on
April
20,
2006.
Information
about
the
directors
and
executive
officers
of
FCB
Bancorp
is
set
forth
in
its
Annual
Report
on
Form
10-K,
as
filed
with
the
SEC
on
March
31,
2006.
Additional
information
regarding
the
interests
of
those
participants
and
other
persons
who
may
be
deemed
participants
in
the
transaction
may
be
obtained
by
reading
the
joint
proxy
statement/prospectus
regarding
the
proposed
merger
when
it
becomes
available.
You
may
obtain
free
copies
of
these
documents
as
described
above.


17
Partnership of Two Fast Growing Banks
FCBA
25%+CAGR in loans and
deposits since 2000
2Q06 EPS increased 14%
NIM 4.95% in 2Q06
Total NCOs since 2000 –
less
than $500,000
Focus on small businesses
Ventura, Orange and LA
Counties
As of June 30, 2006, compared to prior year period.
MBLA
NIM 5.26% in 2Q06
NPA/Assets 0.07%
Serving affluent communities
LA and Orange Counties
Expertise in business niche
markets


18
Expected Transaction Benefits
Enhances both banking
franchises
Expanded reach in fast-growing
markets
$1 billion in assets
Appealing demographics
Complementary branch locations
Enhanced lending capabilities
Larger legal lending limit
Accretive to GAAP EPS in 2007
Low risk transaction
Modest cost savings
Expanded platform for
growth
Strong management team
Enhanced opportunities for
staff
Increase market cap
Improve liquidity and
visibility


19
Southern California Branch Franchise
FCBA (8)
MBLA (4)
MBLA LPO (2)
FCBA LPO (2)


20
Summary of Transaction Terms
Consideration:
100% FCFG Stock,
Tax-free exchange
Fixed FCBA Exchange Ratio:
1.7904 x FCFG shares /FCBA
share (no collars/no walk-aways)
Fixed MBLA Exchange Ratio:
1 x FCFG Shares/MBLA share
Fully Diluted Ownership: 
MBLA 50.5% and FCBA 49.5%
Treatment of Options:
Options roll


21
Pro Forma Entity
National Mercantile Bancorp + FCB Bancorp
=
First California Financial Group, Inc.
Board of Directors:
Initially five directors from MBLA and five directors from FCB
Bancorp
Chairman will be Robert E. Gipson, now Chairman of MBLA
Vice Chairman will be John W. Birchfield, now Chairman of
FCBA


22
Leadership Team
President and CEO
C. G. Kum, FCBA’s
CEO
Chief Financial Officer
Romolo
C. Santarosa, FCBA’s
CFO
Chief Credit Officer
Robert W. Bartlett, MBLA’s
COO
Chief Strategy Officer
David R. Brown, MBLA’s
CFO
Head of Commercial Banking
Thomas E. Anthony, FCBA’s
CCO
Scott Montgomery, MBLA’s
President and CEO, after assisting in the
transition, will retire.


23
Large and Growing Markets
Population Total 13.7 million
LA County = 9.9 million
Ventura County   =  0.8 million
Orange County = 3.0  million
Diverse Economy
Manufacturing
Trade
Tourism
Technology
Entertainment
Rising employment and personal income


24
Balance Sheet
$0
$100
$200
$300
$400
$500
$600
Loans
Deposits
Assets
MBLA
FCBA
$ in millions
As of June 30, 2006; excludes $11.6 million of loans held for sale by FCBA.


25
Pro Forma Financial Impact
$    47.4
$   395.3
$   363.8
$   505.8
FCBA
$   39.0
$  372.6
$  351.2
$  491.4
MBLA
$    121.0
Equity
$    766.8
Deposits
$    716.7
Loans
$ 1,030.7
Assets
Pro Forma
($ in millions)
As of June 30, 2006; excludes $11.5 million of loans held for sale by FCBA.


26
FCBA
1%
52%
8%
9%
16%
14%
MBLA
25%
2%
5%
40%
25%
3%
Construction
Commercial RE
Multifamily
Residential
C&I
Consumer & Other
Loan Mix
As of June 30, 2006; excludes $11.6 million of loans held for sale by FCBA.


27
Pro Forma Loan Mix
Construction
17%
Residential
9%
Consumer &
Other
2%
Multifamily
7%
Commercial RE
44%
C&I
21%
As of June 30, 2006; excludes $11.6 million of loans held for sale by FCBA.


28
MBLA
6%
32%
8%
26%
5%
23%
Checking
Interest Checking
Savings
Money Market
CD less $100K
CD over $100K
Deposit Mix
FCBA
25%
16%
20%
29%
5%
5%
As of June 30, 2006


29
Pro Forma Deposit Mix
CD over $100K
24%
Checking
30%
Savings
6%
CD less $100K
13%
Money Market
21%
Interest Checking
6%
As of June 30, 2006


30
Pro Forma Bank Deposit Market Share*
* Banks headquartered in L.A., Orange and Ventura Counties
Source: SNL Securities as of 6/30/2005.  FCBA and MBLA deposit balances as of June 30, 2006.
Deposits
Market
Industry
YTD
Share
Rank
Company Name
Ticker
Type
($000)
(%)
1
City National Corporation
CYN
Bank
11,908,529
22.59%
2
Fremont General Corporation
FMT
Bank
9,256,980
17.56%
3
East West Bancorp, Inc.
EWBC
Bank
7,023,676
13.32%
4
Cathay General Bancorp, Inc.
CATY
Bank
5,024,464
9.53%
5
Hanmi Financial Corporation
HAFC
Bank
2,818,866
5.35%
6
Farmers & Merchants Bank of Long Beach
FMBL
Bank
2,139,797
4.06%
7
Nara Bancorp, Inc.
NARA
Bank
1,650,623
3.13%
8
Center Financial Corporation
CLFC
Bank
1,491,082
2.83%
9
Wilshire Bancorp Inc.
WIBC
Bank
1,481,237
2.81%
10
First Regional Bancorp
FRGB
Bank
1,468,438
2.79%
11
Preferred Bank
PFBC
Bank
995,310
1.89%
First California Financial Group, Inc.
Bank
767,911
1.46%
12
Beverly Hills Bancorp Inc.
BHBC
Bank
684,032
1.30%
13
Pacific Mercantile Bancorp
PMBC
Bank
625,162
1.19%
14
Alliance Bancshares California
ABNS
Bank
574,645
1.09%
15
American Business Bank
AMBZ
Bank
456,314
0.87%
16
Saehan Bancorp
SAEB
Bank
434,665
0.82%
17
FCB Bancorp
FCBA
Bank
395,335
0.75%
18
National Mercantile Bancorp
MBLA
Bank
372,576
0.71%
19
Premier Commercial Bancorp
PCBP
Bank
254,523
0.48%
20
Sunwest Bancorp
SWBC
Bank
247,320
0.47%
21
Pacific City Bank
PFCY
Bank
236,746
0.45%
Total Other (31)
3,173,197
6.02%
Total
52,713,517
100.00%


31
Enhances banking franchise
Low risk transaction
Expected to be accretive to EPS
Diversifies and expands lending capacity
Increases presence in fast-growing Southern California market
Transaction Summary
Transaction Summary


32
Q & A