-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MvwjXcjb7IW5Kgc5jDnzsDsqEgOUPuXRU9zM9YMn5K85AM8jmiqlC0BjEbGMltbV PnxnJBpybbuVgoFgE4GK2Q== 0000929624-98-001393.txt : 19980814 0000929624-98-001393.hdr.sgml : 19980814 ACCESSION NUMBER: 0000929624-98-001393 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980630 FILED AS OF DATE: 19980813 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NAPA NATIONAL BANCORP CENTRAL INDEX KEY: 0000700699 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 942780134 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 000-11090 FILM NUMBER: 98686136 BUSINESS ADDRESS: STREET 1: 3263 CLAREMONT WAY CITY: NAPA STATE: CA ZIP: 94558 BUSINESS PHONE: 7072572440 MAIL ADDRESS: STREET 1: 3263 CLAREMONT WAY CITY: NAPA STATE: CA ZIP: 94558 10QSB 1 QUARTERLY REPORT FOR QUARTER ENDED 6/30/1998 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-QSB QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the QUARTER ENDED JUNE 30, 1998 Commission file number: 0-11090 NAPA NATIONAL BANCORP (Exact name of Small Business Issuer as specified in its charter) CALIFORNIA 94-2780134 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification Number) 901 MAIN STREET, NAPA, CALIFORNIA 94559 (Address of principal executive offices) (Zip Code) (707) 257-2440 (Issuer's telephone number) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- ----- The number of shares of the registrant's Common Stock, no par value, outstanding as of August 1, 1998, was 783,500. Transitional Small Business Disclosure Format: Yes No X ----- ---- NAPA NATIONAL BANCORP TABLE OF CONTENTS PART I - FINANCIAL INFORMATION ITEM 1 - FINANCIAL STATEMENTS Consolidated Balance Sheets: June 30, 1998 December 31, 1997 Consolidated Statements of Income: Three Months ended June 30, 1998 Three Months ended June 30, 1997 Six Months ended June 30, 1998 Six Months ended June 30, 1997 Consolidated Statements of Cash Flows: Six Months ended June 30, 1998 Six Months ended June 30, 1997 Notes to Consolidated Financial Statements ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION PART II - OTHER INFORMATION ITEM 1 - LEGAL PROCEEDINGS ITEM 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS 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 INDEX TO EXHIBITS 2 PART I - FINANCIAL INFORMATION ITEM 1 - FINANCIAL STATEMENTS The following interim consolidated financial statements of Napa National Bancorp and its subsidiary Napa National Bank are unaudited and prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB. However, they reflect all adjustments (which included only normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of financial position, results of operations, and cash flows for the interim periods presented and are normal and recurring. Results for the period as presented are not necessarily indicative of results to be expected of the year as a whole. 3 NAPA NATIONAL BANCORP AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Unaudited) (Dollars in 000's)
June 30, December 31, 1998 1997 ------------------ -------------------- ASSETS Cash and due from banks $ 9,686 $ 9,926 Federal funds sold 14,800 16,221 Time deposits with other financial institutions - 1,782 Investment securities: Held to Maturity 1,824 1,823 Investment securities: Available for Sale 31,090 17,250 Federal Reserve and Federal Home Loan Bank Stock 511 582 Loans, less allowance for loan losses of $1,617 and $1,566 at June 30, 1998 and December 31, 1997 77,343 78,057 Premises, furniture, fixtures and equipment,net 2,589 2,612 Accrued interest receivable 1,242 934 Other real estate owned 261 607 Other assets 1,179 1,025 -------- -------- TOTAL ASSETS $140,525 $130,819 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY Deposits: Non-interest-bearing demand $ 33,948 $ 33,386 Interest-bearing: Savings 21,807 12,982 Transaction 33,193 34,557 Time certificates 41,818 40,536 -------- -------- TOTAL DEPOSITS 130,766 121,461 Accrued interest payable and other liabilities 719 771 -------- -------- TOTAL LIABILITIES 131,485 122,232 -------- -------- SHAREHOLDERS' EQUITY Preferred stock, no par value, 1,000,000 shares authorized; no shares outstanding 0 0 Common stock, no par value, 20,000,000 shares authorized; 783,500 shares issued and outstanding at June 30, 1998 and December 31, 1997, respectively 7,147 7,147 Retained earnings 1,949 1,417 Net unrealized (loss)gain on available for sale securities, net of taxes (56) 23 -------- -------- TOTAL SHAREHOLDERS' EQUITY 9,040 8,587 -------- -------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $140,525 $130,819 ======== ========
(See notes to consolidated financial statements) 4 NAPA NATIONAL BANCORP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (Unaudited) (Dollars in 000's, except earnings per share)
Three Months Ended June 30, --------------------------------- 1998 1997 --------- -------- INTEREST INCOME: Interest and fees on loans $ 2,026 $ 2,164 Interest on federal funds sold 185 216 Interest on time deposits with other financial institutions 2 59 Interest and dividends on investment securities 455 31 --------- -------- TOTAL INTEREST INCOME 2,668 2,470 INTEREST EXPENSE ON DEPOSITS 883 757 --------- -------- NET INTEREST INCOME 1,785 1,713 Provision for loan losses 85 102 --------- -------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 1,700 1,611 --------- -------- NON-INTEREST INCOME: Service charges on deposit accounts 128 106 Mortgage loan service fees 10 13 Other 145 156 --------- -------- TOTAL NON-INTEREST INCOME 283 275 --------- -------- NON-INTEREST EXPENSE: Salaries and employee benefits 794 851 Occupancy 120 115 Furniture, fixtures and equipment 104 125 Other 412 428 --------- -------- TOTAL NON-INTEREST EXPENSE 1,430 1,519 --------- -------- INCOME BEFORE INCOME TAXES 553 367 INCOME TAXES 215 148 --------- -------- NET INCOME $ 338 $ 219 ========= ======== EARNINGS PER COMMON SHARE $ 0.43 $ 0.29 ========= ======== EARNINGS PER COMMON SHARE - ASSUMING DILUTION $ 0.41 $ 0.27 ========= ======== WEIGHTED AVERAGE COMMON SHARES OUTSTANDING USED TO COMPUTE NET EARNINGS PER COMMON SHARE 783,500 764,667 ========= ======== WEIGHTED AVERAGE COMMON SHARES OUTSTANDING USED TO COMPUTE NET EARNINGS PER COMMON SHARE - ASSUMING DILUTION 827,633 818,613 ========= ========
(SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS) 5 NAPA NATIONAL BANCORP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (Unaudited) (Dollars in 000's, except earnings per share)
Six Months Ended June 30, --------------------------------- 1998 1997 --------- -------- INTEREST INCOME: Interest and fees on loans $4,033 $4,030 Interest on federal funds sold 411 438 Interest on time deposits with other financial institutions 16 117 Interest and dividends on investment securities 797 62 --------- -------- TOTAL INTEREST INCOME 5,257 4,647 INTEREST EXPENSE ON DEPOSITS 1,748 1,514 --------- -------- NET INTEREST INCOME 3,509 3,133 Provision for loan losses 190 204 --------- -------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 3,319 2,929 --------- -------- NON-INTEREST INCOME: Service charges on deposit accounts 245 193 Mortgage loan service fees 26 29 Other 281 244 --------- -------- TOTAL NON-INTEREST INCOME 552 466 --------- -------- NON-INTEREST EXPENSE: Salaries and employee benefits 1,612 1,684 Occupancy 239 225 Furniture, fixtures and equipment 207 242 Other 777 823 --------- -------- TOTAL NON-INTEREST EXPENSE 2,835 2,974 --------- -------- INCOME BEFORE INCOME TAXES 1,036 421 INCOME TAXES 406 171 --------- -------- NET INCOME $ 630 $ 250 ========= ======== EARNINGS PER COMMON SHARE $ 0.80 $ 0.33 ========= ======== EARNINGS PER COMMON SHARE - ASSUMING DILUTION $ 0.76 $ 0.31 ========= ======== WEIGHTED AVERAGE COMMON SHARES OUTSTANDING USED TO COMPUTE NET EARNINGS PER COMMON SHARE 783,500 762,083 ========= ======== WEIGHTED AVERAGE COMMON SHARES OUTSTANDING USED TO COMPUTE NET EARNINGS PER COMMON SHARE - ASSUMING DILUTION 827,633 816,946 ========= ========
(See notes to consolidated financial statements) 6 NAPA NATIONAL BANCORP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Dollars in 000's)
SIX MONTHS ENDED JUNE 30, --------------------------------- 1998 1997 -------- -------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 630 $ 250 Reconciliation of net income to net cash provided by operating activities: Depreciation on premises and equipment 199 234 Loss on sale of other real estate owned 6 - Amortization of deferred loan fees and discounts/premiums on securities 134 (1) Provision for loan losses 190 204 Increase in accrued interest receivable (308) (33) Increase in other real estate owned - (388) (Increase) Decrease in other assets, net (96) 326 (Decrease) Increase in accrued interest payable and other liabilities (52) 218 -------- -------- NET CASH PROVIDED BY OPERATING ACTIVITIES 703 810 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Loan originations, net of repayments 589 (1,267) Proceeds from maturities of time deposits with other financial institutions 1,782 - Activity in securities held to maturity: Purchases (975) (974) Maturities 974 974 Activity in securities available for sale: Purchases (16,192) - Principal Paydowns 2,022 - Sale (Purchases) of Federal Reserve and Federal Home Loan Bank stock 65 (15) Purchases of Furniture and Equipment (176) (175) Proceeds on sale of other real estate owned 340 -------- -------- NET CASH USED BY INVESTING ACTIVITIES (11,571) (1,457) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Net increase in deposits 9,305 2,940 Cash dividends (98) (191) Exercise of incentive stock options - 92 -------- -------- NET CASH PROVIDED BY FINANCING ACTIVITIES 9,207 2,841 -------- --------
(CONTINUED) (See notes to consolidated financial statements) 7 NAPA NATIONAL BANCORP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Dollars in 000's)
SIX MONTHS ENDED JUNE 30, --------------------------------- 1998 1997 -------- -------- (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (1,661) 2,194 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 26,147 24,479 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $24,486 $26,673 ======== ======== CASH AND CASH EQUIVALENTS AT JUNE 30: Cash and due from banks $ 9,686 $ 6,413 Federal funds sold 14,800 20,260 -------- -------- $24,486 $26,673 ======== ======== SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid for interest $ 1,729 $ 1,580 ======== ======== Cash paid for income taxes 503 0 ======== ========
(See notes to consolidated financial statements) 8 NAPA NATIONAL BANCORP AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1 - Comprehensive Income As of January 1, 1998, the Company adopted Statement of Financial Accounting Standards No. 130 (SFAS 130), Reporting Comprehensive Income. SFAS 130 establishes new rules for the reporting and display of comprehensive income or loss and its components; however, the adoption of the Statement had no impact on the Company's net income or shareholders' equity. SFAS 130 requires unrealized gains or losses on the Company's available-for-sale securities, which prior to adoption were reported separately in shareholders' equity to be included in other comprehensive income or loss. The following is a summary of the components of total comprehensive income, net of related income taxes:
1998 1997 ---------------------- ---------------------------------------- Second First Fourth Third Second First Quarter Quarter Quarter Quarter Quarter Quarter ---------------------- ---------------------------------------- Net income $ 338 $292 $226 $ 271 $218 $32 Net unrealized gain (loss) on available-for-sale securities (6) (73) 39 - - - ---------------------- ---------------------------------------- Total Comprehensive income $ 332 $219 $265 $ 271 $218 $32 ====================== ========================================
9 ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION Napa National Bancorp (the "Company") was incorporated in 1981 in the State of California and is headquartered in Napa, California. The Company is a bank holding company. Its principal subsidiary, Napa National Bank (the "Bank"), was organized as a national banking association in 1982. The following discussion and analysis by the Company's management compares the results of the Company's operations for the six months ended June 30, 1998 and 1997 and the financial condition and liquidity of the Company as of June 30, 1998 and December 31, 1997. Certain matters discussed in this report are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those projected in the forward-looking statements. Such risks and uncertainties include, but are not limited to, the competitive environment and its impact on the Company's net interest margin, changes in interest rates, asset quality risks, concentrations of credit and the economic health of Napa County (particularly the health of the wine industry), volatility of rate sensitive deposits, asset/liability matching risks, the dilutive impact which might occur upon the issuance of new shares of common stock, and liquidity risks. Therefore, the matters set forth below should be carefully considered when evaluating the Company's business and prospects. For additional information concerning these risks and uncertainties, please refer to the Company's Annual Report on Form 10-KSB for the year ended December 31, 1997. FINANCIAL CONDITION The Company's assets increased approximately $9.7 million during the first six months of 1998 as compared to the period ended December 31, 1997. The substantial portion of that increase was utilized in the investment portfolio. Total assets were $140.5 million at June 30, 1998 compared with $130.8 million at December 31, 1997. Total deposits increased to $130.7 million at June 30, 1998 compared with $121.4 million at December 31, 1997. The loan portfolio of $79.2 million at June 30, 1998 declined slightly compared to the December 31, 1997 total of $79.6 million. The allowance for loan losses on June 30, 1998 was $1,617,000 or 2.04% of total gross loans outstanding. Net loan charge-offs for the first six months of 1998 were $139,000. In the opinion of management, the allowance for loan losses was considered adequate at June 30, 1998 based on management's analysis of the risks inherent in the loan portfolio. The Company's "held to maturity securities" consist of Treasury bonds, municipals and stock in the Federal Reserve and Federal Home Loan Bank and are classified as such in accordance with SFAS No. 115. At June 30, 1998, the "held to maturity" investment portfolio's amortized cost and fair market value was $2,335,000. 10 In fourth quarter 1997, the Company began to diversify its investment portfolio to include collateralized mortgage obligations and municipal bonds. The intention of management is to increase earnings and improve asset liability management through this strategy. The Company's general policy is to acquire "A" rated or better, insured tax-free municipal bonds. Collateralized mortgage obligations have an average life of five years or less at purchase date. New purchases of collateralized mortgage obligations and municipal bonds are classified as available-for-sale securities. At June 30, 1998, collateralized mortgage obligations and municipal securities had a amortized cost of $27,217,000 and $3,962,000, respectively, and a fair value of $27,051,000 and $4,032,000, respectively. RESULTS OF OPERATIONS The Company's after-tax earnings were $630,000 during the first six months of 1998 compared with $250,000 during the same period in 1997. Net interest income, the principal source of the Company's earnings, represents the difference between interest and fees earned from lending and investment activities and the interest paid on deposits used to fund those activities. Variations in the volume and mix of loans, investments, and deposits and their relative sensitivity to movements in interest rates impact net interest income. During the first six months of 1998, net interest income at $3,509,000 was $376,000 ahead of the same period in 1997. The primary cause of the increase was the investment income generated through the increase in deposits. That increase was mitigated by the decrease in interest on time deposits with other financial institutions during the first six months of 1998 of $101,000 as compared to the same period in 1997. Non-interest income increased by $86,000 in the first six months of 1998. This increase resulted mainly from the increase in service charges on deposit accounts and fees from brokered mortgage loans. Non-interest expenses consist of salaries and benefits provided to employees of the Bank, expenses related to premises and equipment, and operating expenses associated with the business affairs of the Company. Total non-interest expenses decreased $139,000 or 4.7% during the first six months of 1998 when compared with the first six months of 1997. Salaries and benefits accounted for $72,000 of this decrease through the attrition of full-time equivalent employees. Other non-interest expense decreased $46,000 for the first six months of 1998 compared to the same period in 1997, primarily, as a result of a more effective expense control system. 11 CAPITAL RESOURCES AND ADEQUACY Shareholders equity was $9.0 million or 6.4% of total assets at June 30, 1998 compared with $8.6 million or 6.6% of total assets at December 31, 1997. The ratio of capital to risk-weighted assets at June 30, 1998 was 11.52% for the Company and 11.57% for the Bank. Both ratios exceeded the regulatory requirements for a "well-capitalized" institution. Management anticipates that both the Company and the Bank will continue to exceed the regulatory minimums for "well-capitalized"institutions in the foreseeable future. Therefore, in management's opinion, the Company and the Bank have adequate capital in order to support future growth. The Board of Directors declared a $.125 per share dividend on June 16,1998 for stockholders of record of June 19,1998 and payable on July 1, 1998. INFLATIONARY FACTORS Since the assets and liabilities of the Bank are primarily monetary in nature, the performance of the Bank is affected more by changes in interest rates than by inflation. 12 PART II - OTHER INFORMATION ITEM 1 - LEGAL PROCEEDINGS As of June 30, 1998, the Company was not party to any significant legal proceeding. ITEM 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS There were no changes in the Company's securities during the quarter. ITEM 3 - DEFAULTS UPON SENIOR SECURITIES No securities of this nature. ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS On June 16, 1998, the Company held an annual meeting of shareholders (the "Meeting") for the purpose of (i) electing ten persons to serve as the Company's directors until the next annual meeting of shareholders and until their respective successors shall be elected and qualified, and (ii) ratifying the appointment of Ernst & Young LLP as the Company's independent public accountants for the 1998 fiscal year. All ten of management's nominees for directors were elected at the Meeting, and there was no opposition to management's nominees as listed in the Company's proxy statement first mailed to shareholders on May 26, 1998. The number of votes cast for and against, and the number of abstentions and broker non-votes relating to, each of management's nominees is set forth below:
Abstentions and Name For Against Broker Non-Votes ---- --- ------- ---------------- William A. Bacigalupi 626,694 100 0 Dennis Groth 626,694 100 0 E. James Hedemark 626,694 100 0 Michael D. Irwin 626,694 100 0 Brian J. Kelly 626,694 100 0 C. Richard Lemon 626,694 100 0 Joseph G. Peatman 626,694 100 0 A. Jean Phillips 626,694 100 0 George M. Schofield 626,694 100 0 W. Clarke Swanson, Jr. 626,694 100 0
The adoption of the Company's 1998 amended and restated Stock Option Plan was ratified by a majority vote of the Company's shareholders. 606,664 votes were cast in favor of the ratification, 2,283 votes were cast against, and there were 17,847 abstentions and broker non-votes. 13 The appointment of Ernst & Young LLP as the Company's independent public accountants for the 1998 fiscal year was ratified by a majority vote of the Company's shareholders. 626,694 votes were cast in favor of ratification, 100 votes were cast against, and there were no abstentions and broker non-votes. ITEM 5 - OTHER INFORMATION None. ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits. See Index to Exhibits to this Form 10-QSB, for a list of the exhibits filed as a part of this report and incorporated herein by reference. (b) Reports on Form 8-K: The Company did not file a report on Form 8-K during the second quarter of 1998. 14 SIGNATURES In accordance with the requirements of the Exchange Act, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. NAPA NATIONAL BANCORP --------------------- (Registrant) Date: August 14, 1998 /s/ Brian J. Kelly ------------------ Brian J. Kelly President / COO Date: August 14, 1998 /s/ Michael D. Irwin --------------------- Michael D. Irwin Chief Financial Officer 15 INDEX TO EXHIBITS EXHIBIT NO. DESCRIPTION 3(i)* Articles of Incorporation of the Registrant, as amended. 3(ii)* Restated Bylaws of the Registrant. 4.1* A specimen copy of the certificates evidencing Common Stock. 10.1* Napa National Bancorp 1992 Stock Option Plan. 10.2* Form of Incentive Stock Option Agreement. 10.3* Form of Nonstatutory Stock Option Agreement. 27 Financial Data Schedule. *Previously filed. 16 EX-27 2 FINANCIAL DATA SCHEDULE - ARTICLE 9
9 1,000 3-MOS 6-MOS DEC-31-1998 DEC-31-1998 APR-01-1998 JAN-01-1997 JUN-30-1998 JUN-30-1998 0 9,686 0 0 0 14,800 0 0 0 31,090 0 1,824 0 1,824 0 79,214 0 1,617 0 140,525 0 130,766 0 0 0 719 0 0 0 0 0 0 0 7,147 0 1,893 0 140,525 2,026 4,033 455 797 187 427 2,668 5,257 883 1,748 883 1,748 1,785 3,509 85 190 0 0 1,430 2,835 553 1,036 553 1,036 0 0 0 0 339 630 0.43 0.80 0.41 0.76 5.70 5.71 0 1,830 0 0 0 0 0 0 1,638 1,566 156 204 51 66 1,617 1,617 1,617 1,617 0 0 0 0
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