-----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, ECiW8jIvzkF8a1htJDuTlKNa92EX4Fy5u3QY29kZmZorfbW9NEGeQzXXUldbRpJ8 epyDWIeFdfJjoOsVc3gI1A== 0001104659-02-000814.txt : 20020415 0001104659-02-000814.hdr.sgml : 20020415 ACCESSION NUMBER: 0001104659-02-000814 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020318 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020321 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL MERCANTILE BANCORP CENTRAL INDEX KEY: 0000714801 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 953819685 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13015 FILM NUMBER: 02581043 BUSINESS ADDRESS: STREET 1: 1840 CENTURY PARK EAST CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 3102772265 MAIL ADDRESS: STREET 1: 1840 CENTURY PARK EAST CITY: LOS ANGELES STATE: CA ZIP: 90067 8-K 1 j3244_8k.htm 8-K SECURITIES AND EXCHANGE COMMISSION

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

Form 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): March 18, 2002

 

NATIONAL MERCANTILE BANCORP

(Exact name of Registrant as Specified in Its Charter)

 

 

California

 

0-15982

 

95-3819685

(State or Other Jurisdiction of Incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

1840 Century Park East

Los Angeles, California 90067

(Address of Principal Executive Offices)

 

 

(310) 277-2265

(Registrant’s Telephone Number, Including Area Code)

 

NA

(Former Name or Former Address, if Changed Since Last Report)

 

 

 



 

ITEM 5.                  OTHER EVENTS

 

                Reference is made to the press release of the Registrant issued on March 18, 2002 which contains information meeting the requirements of this Item 5 and which is incorporated herein by this reference.  A copy of the press release is attached to this Form 8-K as Exhibit 99.1.

 

ITEM 7.                  FINANCIAL STATEMENTS AND EXHIBITS

 

                (c)           EXHIBITS

 

99.1         Press release issued March 18, 2002

 

 

2



 

SIGNATURES

 

                Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

NATIONAL MERCANTILE BANCORP

 

 

 

 

 

 

Dated: March 22, 2002

By:

/s/ David R. Brown

 

 

David R. Brown

 

 

Chief Financial Officer

 

3



 

EXHIBIT INDEX

 

 

 

Exhibit No.

 

Description of Exhibit

 

 

 

99.1

 

Press Release issued March 18, 2002

 

4


EX-99.1 3 j3244_ex99d1.htm EX-99.1 Contact:

 

Exhibit 99.1

 

Contact:

 

Scott A. Montgomery

 

David R. Brown

 

 

President/CEO

 

Executive Vice President &

 

 

National Mercantile Bancorp

 

Chief Financial Officer

 

 

(310) 282-6778

 

(310) 282-6703

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FOR IMMEDIATE RELEASE

 

 

NATIONAL MERCANTILE BANCORP ANNOUNCES

AN 82.8% INCREASE IN ASSETS AND A 129.8% INCREASE IN DEPOSITS

FOR THE YEAR ENDED DECEMBER 31, 2001

 

                Los Angeles, California, March 18, 2002 — National Mercantile Bancorp (the “Company”) (NASDAQ:  MBLA - Common Stock; MBLAP - Preferred Stock), parent company of Mercantile National Bank (“Mercantile”) and South Bay Bank, N.A. (“South Bay”), today reported net income of $144,000 for the quarter ended December 31, 2001, or $0.09 basic earnings per share (“EPS”), while diluted EPS, when considering the Company’s convertible preferred stock, warrants and options, is $0.04, as compared to net income of $775,000 or $0.50 basic EPS and $0.24 diluted EPS for the quarter ended December 31, 2000.

 

                The Company completed its acquisition of South Bay on December 14, 2001.  The acquisition was accounted for as a purchase, and thus the results of operations for fiscal 2001 reflect South Bay’s operations only after December 14.  The consolidated balance sheet of the Company at December 31, 2001 reflects the assets and liabilities of South Bay, marked to their fair values, and goodwill of $5.6 million recorded in connection with the acquisition.

 

                Net income for the year ended December 31, 2001 was $1.2 million or $0.72 basic EPS, while diluted EPS was $0.28, as compared to core earnings of $2.4 million (excluding a $576,000 reverse provision for loan and lease losses (“Reverse Provision”) as a result of a large loan recovery recorded during the second quarter of 2000) or $2.23 basic EPS, while diluted EPS was $0.87 for the year ended December 31, 2000.  Including the Reverse Provision, net income for the year ended December 31, 2000 was $2.9 million or $2.77 basic EPS, while diluted EPS was $1.08.

 

                Scott Montgomery, President and Chief Executive Officer of the Company, Mercantile and South Bay, commented, “As a result of the acquisition of South Bay and internal growth,

 



 

total assets have grown 82.8% to $374.4 million at December 31, 2001 as compared to $204.8 million at December 31, 2000, total loans increased 137.6% to $262.0 million and total deposits increased 129.8% to $309.1 million.  The decline in earnings for 2001 is primarily related to three issues, one, the Federal Reserve’s 425 basis point reduction in market interest rates in eleven steps during the year; two, a special provision for loan losses of $450,000 during the third quarter of 2001; and three, the carrying cost of the trust preferred securities issued by the Company in July of 2001 in anticipation of its acquisition of South Bay.”

 

                Mr. Montgomery continued, “The acquisition of South Bay, with locations in Torrance and El Segundo and Mercantile’s two locations in Century City and Encino, will provide our clients the added convenience of four banking centers in strategically located key markets in the Los Angeles metropolitan area.

 

                “We are very pleased to announce that in November 2001 Hank McCaffey, with 25 years of lending experience, joined the Company and Mercantile as Executive Vice President and Chief Credit Officer.  In December 2001, Robert Bartlett, with over 30 years of lending experience, joined South Bay as Executive Vice President and Chief Credit Officer.

 

                “We look forward to the challenges and opportunities that lie ahead for the National Mercantile Bancorp family and pause to remember all of the people, families and friends who were affected by the tragic events of September 11, 2001.  We appreciate our shareholders’ continued support and anticipate that our family of experienced bankers, now over 100 strong, will produce results that will enable the Company to be among the top performers in our industry.”

 

Shareholders’ Equity

                Shareholders’ equity increased 23.1% to $25.5 million at December 31, 2001 as compared to $20.7 million at December 31, 2000.  The growth in shareholders’ equity includes the net income for the year ended December 31, 2001, plus a private placement of $1.0 million Series B Preferred Stock in December 2001 issued to provide a portion of the funding for the acquisition of South Bay, as well as $1.8 million related to beneficial conversion features in the Company’s common stock attached to South Bay’s preferred stock.  The Company’s Tier I regulatory capital decreased in the fourth quarter to $19.6 million from $29.9 million at September 30, 2001.  The primary reason for the decline is the intangible and other assets from the South Bay acquisition that are disallowed for regulatory capital purposes

 

2



 

                The Company continues to benefit from the NOL, which was $16.9 million of carryforward benefit for Federal income tax purposes and $273,000 of carryforward benefit for State income tax purposes at December 31, 2001.  The Company’s Federal NOL is available through 2009 and then begins to expire, while the State tax carryforward continues to expire, but remains available through 2002.  As a result, the provision for income taxes, representing alternative minimum tax, was only $92,000 for the year ended December 31, 2001.

 

Assets and Liabilities

                Total assets increased 82.8% to $374.4 million at December 31, 2001 as compared to $204.8 million at December 31, 2000.  The growth in assets was primarily attributable to the acquisition of South Bay and internal growth.  The growth in liabilities discussed above includes a 129.8% or $174.6 million increase in deposits, a $26.9 million decrease in other borrowings and Fed funds purchased and the issuance of $15.0 million of trust preferred securities.

 

Interest and Fee Income

                During the fourth quarter of 2001, total interest income decreased 19.8% to $3.3 million from $4.1 million during the fourth quarter of 2000.  The decrease is largely due to the Federal Reserve’s action of reducing interest rates by 425 basis points during the year.

 

                For the year ended December 31, 2001 total interest income decreased 4.6%  to $13.8 million from $14.5 million for the year ended December 31, 2000.  Other operating income increased 42.1% to $1.2 million from $868,000, primarily due to increased deposit related fees and the sale of securities

 

                The net interest margin decreased to 5.34% during the fourth quarter of 2001, down from 5.64% during the fourth quarter of 2000.

 

Operating Expenses

                Other operating expenses increased by 10.1% or $791,000 during the year ended December 31, 2001.  The increase was primarily the result of costs related to increased staff, opening the Encino branch during the first quarter of 2001 and higher legal expenses.  In addition, the Company incurred interest expense of $722,000 on the trust preferred securities issued in July 2001.

 

Credit Quality

                Total non-performing assets increased to $8.4 million at December 31, 2001, including

 

3



 

loans over 90 days and still accruing interest.  The increase was primarily related to loans at South Bay.  During the year ended December 31, 2001, the Company’s  loan charge-offs were $491,000, while recoveries were $273,000, resulting in net charge-offs of $218,000 for the full year.

 

                The allowance for loan and lease losses (“ALLL”) was increased at Mercantile by $450,000 during the third quarter.  The Company’s ALLL increased to $6.5 million or 2.50% of total loans at December 31, 2001 from $2.6 million or 2.36% of total loans at December 31, 2000.

 

                This press release contains statements which constitute forward looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that involve risk and uncertainties.  Actual results may differ materially from the results in these forward looking statements.  Factors that might cause such a difference include, among other things, fluctuations in interest rates, changes in economic conditions or governmental regulation, credit quality and other factors discussed in the Company’s Annual Report on Form 10-KSB for the year ended December 31, 2000.

 

                National Mercantile Bancorp is the holding company for Mercantile National Bank and South Bay Bank, N.A., members FDIC, with locations in Encino, Century City, El Segundo and Torrance, California.  The banks offer a wide range of financial services to the real estate and real estate construction markets, the entertainment industry, the professional, healthcare and executive markets, community-based non-profit organizations, escrow companies and business banking.

 

“Redefining Business Banking”

#####

 

4



 

National Mercantile Bancorp

December 31, 2001 — FINANCIAL SUMMARY

 

 

 

December 31, 2001

 

September 30, 2001

 

June 30, 2001

 

March 31, 2001

 

December 31, 2000

 

December 31, 1999

 

 

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

 

 

 

 

 

 

($ in 000’s, except share data)

 

SELECTED FINANCIAL CONDITION DATA:

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and Due from Banks

 

$

12,688

 

$

10,525

 

$

11,959

 

$

9,316

 

$

7,897

 

$

5,789

 

Federal Funds Sold and Securities Purchased under Agreements to Resell

 

39,405

 

43,950

 

34,000

 

28,900

 

19,700

 

4,450

 

Investment Securities-AFS, at Fair Value

 

41,627

 

42,615

 

49,231

 

60,348

 

64,417

 

69,489

 

Loans

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

222,882

 

97,611

 

100,592

 

101,361

 

104,960

 

71,581

 

Real Estate Construction and Land

 

30,811

 

3,500

 

2,931

 

2,344

 

1,890

 

6

 

Consumer and Others

 

8,795

 

3,588

 

3,327

 

3,636

 

3,729

 

2,496

 

Deferred Loan Fees, Net

 

(520

)

(188

)

(180

)

(232

)

(331

)

(240

)

Total

 

261,968

 

104,511

 

106,670

 

107,109

 

110,248

 

73,843

 

Allowance for Credit Losses

 

(6,541

)

(2,901

)

(2,363

)

(2,452

)

(2,597

)

(1,896

)

Net Loans

 

255,427

 

101,610

 

104,307

 

104,657

 

107,651

 

71,947

 

Intangible Assets

 

5,616

 

 

 

 

 

 

Other Assets

 

19,602

 

5,337

 

4,974

 

5,206

 

5,178

 

4,478

 

Total Assets

 

$

374,365

 

$

204,037

 

$

204,471

 

$

208,427

 

$

204,843

 

$

156,153

 

Deposits

 

 

 

 

 

 

 

 

 

 

 

 

 

Demand, Non-interest Bearing

 

$

114,645

 

$

63,794

 

$

60,092

 

$

61,545

 

$

59,935

 

$

53,827

 

NOW

 

23,425

 

11,241

 

9,280

 

7,644

 

9,004

 

8,669

 

MMDA

 

40,033

 

39,736

 

39,400

 

34,038

 

32,351

 

25,376

 

Savings

 

31,184

 

1,483

 

1,263

 

1,344

 

1,144

 

3,079

 

Time Certificates > $100

 

62,085

 

27,824

 

33,092

 

33,144

 

25,865

 

19,488

 

Time Certificates < $100

 

37,768

 

4,177

 

3,387

 

6,266

 

6,248

 

6,545

 

Total Deposits

 

309,140

 

148,255

 

146,514

 

143,981

 

134,547

 

116,984

 

Securities Sold under Agreements to Repurchase and Other Borrowed Funds

 

20,596

 

16,000

 

34,000

 

41,000

 

47,500

 

26,200

 

Other Liabilities

 

3,963

 

1,947

 

1,628

 

1,561

 

2,093

 

1,382

 

Guaranteed Preferred Beneficial Interests in Company’s Junior Subordinated Debt

 

14,513

 

15,000

 

 

 

 

 

Minority Interest in Preferred Stock of South Bay Bank

 

676

 

 

 

 

 

 

Shareholders’ Equity

 

25,421

 

22,448

 

22,634

 

21,905

 

21,239

 

14,062

 

Accumulated Other Comprehensive Gain (Loss)

 

56

 

387

 

(305

)

(20

)

(536

)

(2,475

)

Total Liabilities and Stockholders’ Equity

 

$

374,365

 

$

204,037

 

$

204,471

 

$

208,427

 

$

204,843

 

$

156,153

 

Average Quarterly Assets

 

$

204,308

 

$

202,510

 

$

190,372

 

$

195,666

 

$

196,512

 

$

154,671

 

Regulatory Capital-Tier I

 

$

19,562

 

$

29,930

 

$

22,634

 

$

21,905

 

$

21,239

 

$

14,062

 

Non-Performing Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-Accrual Loans

 

$

7,807

 

$

2,178

 

$

449

 

$

477

 

$

683

 

$

932

 

Loans 90 Days P/D & Accruing

 

642

 

 

147

 

 

 

 

OREO and Other  Non-perfoming Assets

 

 

 

 

 

 

532

 

Total Non-Performing Assets

 

$

8,449

 

$

2,178

 

$

596

 

$

477

 

$

683

 

$

1,464

 

SELECTED STATEMENT OF FINANCIAL CONDITION RATIOS

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans to Deposits Ratio

 

84.74

%

70.49

%

72.81

%

74.39

%

81.94

%

63.12

%

Ratio of Allowance for Loan Losses to:

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Loans

 

2.50

%

2.78

%

2.22

%

2.29

%

2.36

%

2.57

%

Total Non-Performing Assets

 

77.42

%

133.20

%

396.48

%

514.05

%

380.23

%

129.51

%

Earning Assets to Total Assets

 

92.30

%

94.81

%

94.21

%

95.54

%

96.22

%

94.64

%

Earning Assets to Interest-Bearing Liabilities

 

160.65

%

192.56

%

159.97

%

161.32

%

161.41

%

165.38

%

Capital Ratios Holding Company:

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Risk-Based Capital

 

11.53

%

31.92

%

19.23

%

18.93

%

18.26

%

17.47

%

Tier 1 Risk-Based Capital

 

6.85

%

24.50

%

17.97

%

17.67

%

17.00

%

16.21

%

Tier 1 Leverage

 

5.55

%

14.79

%

11.88

%

11.19

%

10.73

%

8.98

%

Risk Weighted Assets

 

$

285,500

 

$

122,154

 

$

125,960

 

$

123,951

 

$

124,958

 

$

86,751

 

Book Value per Share (1) (2)

 

$

6.82

 

$

7.06

 

$

6.92

 

$

6.83

 

$

6.52

 

$

4.68

 

Total Shares Outstanding (2)

 

3,124,627

 

3,123,665

 

3,121,815

 

3,101,442

 

3,088,275

 

2,477,195

 


(1) Includes the effect of dilutive options and warrants.

(2) Includes assumed conversion of currently convertible Series A preferred stock into common stock

 

5



 

National Mercantile Bancorp

December 31, 2001 — FINANCIAL SUMMARY

 

SELECTED STATEMENT OF OPERATIONS DATA AND RATIOS:

 

 

 

Fourth
Quarter
2001

 

Third
Quarter
2001

 

Second
Quarter
2001

 

First
Quarter
2001

 

Fourth
Quarter
2000

 

 

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

 

 

($ in 000’s, except share data)

 

QUARTERLY DATA:

 

 

 

 

 

 

 

 

 

 

 

Interest Income

 

$

3,299

 

$

3,256

 

$

3,404

 

$

3,832

 

$

4,116

 

Interest Expense

 

731

 

811

 

1,031

 

1,303

 

1,451

 

Net Interest Income before Provision for Credit Losses

 

2,568

 

2,445

 

2,373

 

2,529

 

2,665

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision for Credit Losses

 

67

 

450

 

 

 

 

Net Interest Income after Provision for Credit Losses

 

2,501

 

1,995

 

2,373

 

2,529

 

2,665

 

 

 

 

 

 

 

 

 

 

 

 

 

Net gain on Sale of Securities Available-for-Sale

 

136

 

92

 

96

 

50

 

 

Gain on Sale of OREO and Fixed Assets

 

20

 

 

 

 

 

Other  Operating Income

 

263

 

187

 

230

 

159

 

183

 

Other  Operating Expense

 

2,380

 

2,100

 

2,059

 

2,122

 

2,051

 

Net Income before Provision for Income Taxes

 

540

 

174

 

640

 

616

 

797

 

 

 

 

 

 

 

 

 

 

 

 

 

Minority interest of the Company’s junior subordinated deferrable interest debentures

 

393

 

329

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision for Income Taxes

 

3

 

42

 

34

 

13

 

22

 

Net Income (loss)

 

$

144

 

$

(197

)

$

606

 

$

603

 

$

775

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic Earnings Per Share

 

$

0.09

 

$

(0.12

)

$

0.38

 

$

0.38

 

$

0.50

 

Diluted Earnings Per Share

 

$

0.04

 

$

(0.12

)

$

0.19

 

$

0.19

 

$

0.24

 

Weighted Avg Common Shares O/S  (3)

 

1,622,974

 

1,621,751

 

1,613,383

 

1,574,440

 

1,545,276

 

Return on Quarterly Average Assets

 

0.29

%

-0.39

%

1.28

%

1.25

%

1.57

%

Return on Quarterly Average Equity

 

2.46

%

-3.37

%

10.94

%

11.32

%

15.79

%

Net Interest Margin — Avg Earning Assets

 

5.34

%

5.10

%

5.31

%

5.54

%

5.64

%

Operating Expense Ratio

 

4.72

%

4.12

%

4.34

%

4.40

%

4.15

%

Efficiency Ratio

 

79.68

%

77.09

%

76.29

%

77.50

%

72.02

%

 

 

 

 

 

 

 

 

 

 

 

 

Quarterly operating ratios are annualized.

 

 

 

 

 

 

 

 

 

 

 

 

6



 

FOR THE TWELVE MONTHS ENDED DECEMBER 31:

 

 

2001

 

2000

 

Adjusted
2000 (1)

 

 

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

Interest Income

 

$

13,791

 

$

14,460

 

$

14,460

 

Interest Expense

 

3,876

 

5,023

 

5,023

 

Net Interest Income before Provision for Loan Losses

 

9,915

 

9,437

 

9,437

 

 

 

 

 

 

 

 

 

Provision for Credit Losses

 

517

 

(576

)

——

 

Net Interest Income after Provision for Credit Losses

 

9,398

 

10,013

 

9,437

 

 

 

 

 

 

 

 

 

Net Gain on Sale of Securities Available-for-Sale

 

374

 

18

 

18

 

Gain on Sale of OREO and Fixed Assets

 

20

 

69

 

69

 

Other  Operating Income

 

839

 

781

 

781

 

Other  Operating Expense

 

8,661

 

7,870

 

7,870

 

Net Income before Provision for Income Taxes

 

1,970

 

3,011

 

2,435

 

 

 

 

 

 

 

 

 

Minority interest of the Company’s junior subordinated deferrable interest debentures

 

722

 

——

 

——

 

 

 

 

 

 

 

 

 

Provision for Income Taxes

 

92

 

67

 

67

 

Net Income

 

$

1,156

 

$

2,944

 

$

2,368

 

 

 

 

 

 

 

 

 

Basic Earnings Per Share

 

$

0.72

 

$

2.77

 

$

2.23

 

Diluted Earnings Per Share (2)

 

$

0.28

 

$

1.08

 

$

0.87

 

Weighted Avg Common  Shares O/S (3) (4)

 

1,608,307

 

1,061,133

 

1,061,133

 

Return on  Average Assets

 

0.59

%

1.64

%

1.32

%

Return on  Average Equity

 

5.13

%

20.49

%

16.48

%

Net Interest Margin — Avg Earning Assets

 

5.32

%

5.48

%

5.48

%

Operating Expense Ratio

 

4.20

%

4.38

%

4.38

%

Efficiency Ratio

 

77.69

%

76.37

%

76.37

%


(1)  Adjusted for $576 thousand reverse provision for credit losses.

(2)  The weighted average number of common shares and common share equivalents outstanding used in computing diluted earnings per share for the twelve months ended December 31, 2001 and 2000 was 4,099,898 and 2,719,949, respectively.

(3)  Shares used to compute Basic Earnings per share.

(4)  Increase from previous periods is due to issuance of common stock and conversion of preferred stock into common stock.

 

7


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