-----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, BecXGCd3eUVi+KU2AkzSmVEO8tvugL5OM9k7d/PBw3K2eQhYeZ7skAa5FhqtBuZE /ybfc4Q31M0v6QpT6xi9xg== 0001104659-02-004372.txt : 20020822 0001104659-02-004372.hdr.sgml : 20020822 20020822141338 ACCESSION NUMBER: 0001104659-02-004372 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020820 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020822 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: 02745642 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 j4894_8k.htm 8-K

 

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): August 20, 2002

 

NATIONAL MERCANTILE BANCORP
(Exact name of Registrant as Specified in Its Charter)

 

 

California

 

0-15982

 

95-3819685

(State or Other Jurisdiction

 

(Commission

 

(IRS Employer

of Incorporation)

 

File Number)

 

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 August 20, 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

(3)                                  EXHIBITS

99.1                           Press release issued August 20, 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:  August 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 August 20, 2002

 

 

 

4


EX-99.1 3 j4894_ex99d1.htm EX-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 ITS RESULTS

FOR THE SECOND QUARTER ENDED JUNE 30, 2002

 

Los Angeles, California, August 20, 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 a net loss of $62,000 for the second quarter ended June 30, 2002, or $0.08 basic loss per share, while diluted loss per share, when considering the Company’s convertible preferred stock, warrants and options, is $0.08, as compared to net income of $606,000 or $0.38 basic earnings per share and $0.19 diluted earnings per share for the quarter ended June 30, 2001.

 

Net income during the first six months of 2002 was $113,000, or $0.02 diluted loss per share, compared to net income of $1.2 million, or $0.38 diluted earnings per share, during the first six months of 2001.  The per share results for the 2002 period include a $151,000 charge against income available to shareholders from amortization of the discount of the South Bay preferred stock.  The decrease in net income during the first half of 2002 compared to the first half of 2001 resulted from a combination of narrower net interest margins, greater provisions for loan losses, higher operating expenses partly attributable to nonrecurring expenses (such as severance costs of approximately $140,000 and operating system conversion costs of $120,000) associated with the integration of the South Bay acquisition and greater provisions for income taxes.  Also the minority interests in the Company’s income of the preferred stock of South Bay and in the Company’s junior subordinated deferrable interest debentures reduced net

 

 



 

income.  Despite narrower net interest margins, net interest income increased during the first half 2002 due to a greater volume of earning assets as a result of the South Bay acquisition.

 

Scott Montgomery, President and Chief Executive Officer of the Company, Mercantile and South Bay, commented, “Significant progress has been made with the integration of South Bay during the first six months following the acquisition.  We have begun to diversify the portfolio with more commercial lending and have significantly lowered interest expense by changing the mix of funding.  Also, we believe that we have strengthened credit administration, identified all significant problem loans and stabilized credit quality.”  He continued, “Furthermore, as a result of the acquisition, we reduced the combined staff by approximately 16 positions or 14% with an anticipated net annual savings of approximately $1.0 million.  The majority of the reduction took place during the second quarter.  We anticipate further interest expense reductions as a result of coordinating the deposit bases and funding sources of both banks.  Also during the second quarter, we centralized the finance and accounting functions, loan processing functions and much of the back-office.”

 

He continued, “While we continue to experience pressure on net interest margins as a result of the weakness in national economic conditions, we believe that the Company is well positioned to benefit from an economic recovery.

 

“We are also pleased to report that the Company was recognized by Fortune Small Business Magazine by being named to its list of the top 100 fastest growing small companies in the nation.  Fortune Small Business ranks public U.S. companies with less than $200 million in annual revenue by earnings growth, revenue growth and stock performance over the past three years.  This year’s top 100 list includes 65 companies that are new to the list.  So, it is especially gratifying to be named to the list of the top 100 fastest-growing public small companies for the second year in a row.”

 

Shareholders’ Equity

 

Shareholders’ equity increased 14.7% to $25.6 million at June 30, 2002 as compared to $22.3 million at June 30, 2001 and increased slightly from the year ended December 31, 2001.  The growth in

 

 

 

2



 

 

shareholders’ equity includes the net income for the six months ended June 30, 2002, 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.

 

At June 30, 2002, the Company had (i) federal net operating loss carryforwards (NOLs) of $16.6 million, which begin to expire in 2009 and California NOLs of approximately $100,000 that will expire in 2002.  The Company has a deferred tax asset of $6.1 million representing the benefit of the NOLs.  Prior to the acquisition of South Bay, the Company had a valuation allowance recorded against the deferred tax asset resulting in a net carrying value of zero.

 

Assets and Liabilities

 

Total assets at June 30, 2002 were $360.6 million compared to $374.4 million at year-end 2001.  The decline in total assets was due in part to a $29.7 million noninterest-bearing demand deposit held in escrow at year-end 2001 and subsequently paid, as consideration in the acquisition, to the former South Bay shareholders.  The decline resulting from payment of the purchase price to South Bay shareholders was significantly offset by growth in other demand deposit accounts, interest-bearing demand accounts, money market accounts and savings accounts.  Also on the liability side of the balance sheet, relatively high costing time certificates of deposit of $100,000 and greater, declined $18.3 million as part of management efforts to orchestrate a change in the composition and reduce the cost of the Company’s funding base.

 

Interest and Fee Income

 

During the second quarter of 2002, total interest income increased 45.0% to $4.9 million from $3.4 million during the second quarter of 2001.  The increase is related to the acquisition of South Bay.

 

The net interest margin decreased to 4.61% during the second quarter of 2002, down from 5.14% during the second quarter of 2001.  The decrease is directly related to the Federal Reserve’s 425 basis point reduction in interest rates during 2001.

 

 

3



 

Operating Expenses

 

Other operating expenses increased by 65.1% or $1.3 million during the quarter ended June 30, 2002 as compared to the same period in 2001.  The increase was primarily the result of the increased size of the Company due to the South Bay acquisition, plus increases in legal fees related to the problem loans, as well as severance and conversion fees mentioned previously.

 

Credit Quality

 

Total non-performing assets increased to $8.0 million from $6.7 million at March 31, 2002, including loans over 90 days delinquent and still accruing interest.   During the quarter ended June 30, 2002, the Company’s loan charge-offs were $401,000, while recoveries were $176,000, resulting in net charge-offs of $225,000 during the second quarter of 2002.  The increase in non-performing assets was primarily related to loans at South Bay.

 

The Company’s allowance for loan and lease losses decreased to $5.4 million or 2.10% of total loans at June 30, 2002 from $5.4 million or 2.13% of total loans at March 31, 2002.

 

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, 2001.

 

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 offers 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
June 30, 2002 — FINANCIAL SUMMARY
($ in 000’s, except share data)

 

SELECTED FINANCIAL

 

 

 

 

 

 

 

 

 

 

 

CONDITION DATA (Unaudited):

 

June 30,

 

March 31,

 

December 31,

 

September  30,

 

June 30,

 

 

 

2002

 

2002

 

2001

 

2001

 

2001

 

Cash and Due from Banks

 

$

20,619

 

$

21,609

 

$

12,688

 

$

10,525

 

$

11,959

 

Federal Funds Sold and Securities Purchased under Agreements to Resell

 

35,495

 

34,595

 

39,405

 

43,950

 

34,000

 

Investment Securities-AFS, at Fair Value

 

29,583

 

30,111

 

41,627

 

42,615

 

49,231

 

Loans

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

216,051

 

215,852

 

222,882

 

97,611

 

100,592

 

Real Estate Construction and Land

 

31,997

 

30,765

 

30,811

 

3,500

 

2,931

 

Consumer and Others

 

8,301

 

8,791

 

8,795

 

3,588

 

3,327

 

Deferred Loan Fees, Net

 

(151

)

(102

)

(520

)

(188

)

(180

)

Total

 

256,198

 

255,306

 

261,968

 

104,511

 

106,670

 

Allowance for Credit Losses

 

(5,374

)

(5,449

)

(6,541

)

(2,901

)

(2,363

)

Net Loans

 

250,824

 

249,857

 

255,427

 

101,610

 

104,307

 

Intangible Assets

 

5,616

 

5,616

 

5,616

 

 

 

Other Assets

 

18,453

 

18,447

 

19,602

 

5,337

 

4,974

 

Total Assets

 

$

360,590

 

$

360,235

 

$

374,365

 

$

204,037

 

$

204,471

 

Deposits

 

 

 

 

 

 

 

 

 

 

 

Demand, Non-interest Bearing

 

$

99,817

 

$

100,674

 

$

114,645

 

$

63,794

 

$

60,092

 

NOW

 

27,406

 

28,424

 

23,425

 

11,241

 

9,280

 

MMDA

 

54,763

 

46,618

 

40,033

 

39,736

 

39,400

 

Savings

 

36,225

 

36,206

 

31,184

 

1,483

 

1,263

 

Time Certificates > $100

 

43,442

 

49,291

 

62,085

 

27,824

 

33,092

 

Time Certificates < $100

 

37,409

 

42,091

 

37,768

 

4,177

 

3,387

 

Total Deposits

 

299,062

 

303,304

 

309,140

 

148,255

 

146,514

 

Securities Sold under Agreements to Repurchase and Other Borrowed Funds

 

17,473

 

13,517

 

20,596

 

16,000

 

34,000

 

Other Liabilities

 

3,087

 

2,685

 

3,963

 

1,947

 

1,628

 

Guaranteed Preferred Beneficial Interests in Company’s Junior Subordinated Debt

 

14,522

 

14,517

 

14,513

 

15,000

 

 

Minority Interest in Preferred Stock of South Bay Bank

 

827

 

755

 

676

 

 

 

Shareholders’ Equity

 

25,391

 

25,520

 

25,421

 

22,448

 

22,634

 

Accumulated Other Comprehensive Gain (Loss)

 

228

 

(63

)

56

 

387

 

(305

)

Total Liabilities and Stockholders’ Equity

 

$

360,590

 

$

360,235

 

$

374,365

 

$

204,037

 

$

204,471

 

 

 

 

 

 

 

 

 

 

 

 

 

Average Quarterly Assets

 

$

358,928

 

$

361,435

 

$

204,308

 

$

202,510

 

$

190,372

 

Regulatory Capital-Tier I

 

$

22,063

 

$

19,547

 

$

19,562

 

$

29,930

 

$

22,634

 

Non-Performing Assets

 

 

 

 

 

 

 

 

 

 

 

Non-Accrual Loans

 

$

8,040

 

$

5,716

 

$

7,807

 

$

2,178

 

$

449

 

Loans 90 Days P/D & Accruing

 

 

 

642

 

 

147

 

OREO and Other  Non-perfoming Assets

 

 

968

 

953

 

 

 

Total Non-Performing Assets

 

$

8,040

 

$

6,684

 

$

9,402

 

$

2,178

 

$

596

 

 

SELECTED STATEMENT OF

 

 

 

 

 

 

 

 

 

 

 

FINANCIAL CONDITION RATIOS:

 

June 30,

 

March 31,

 

December 31,

 

September 30,

 

June 30,

 

 

 

2002

 

2002

 

2001

 

2001

 

2001

 

Loans to Deposits Ratio

 

85.67

%

84.17

%

84.74

%

70.49

%

72.81

%

Ratio of Allowance for Loan Losses to:

 

 

 

 

 

 

 

 

 

 

 

Total Loans

 

2.10

%

2.13

%

2.50

%

2.78

%

2.22

%

Total Non-Performing Assets

 

66.84

%

81.52

%

69.57

%

133.20

%

396.48

%

Earning Assets to Total Assets

 

89.10

%

88.83

%

92.30

%

94.81

%

94.21

%

Earning Assets to Interest-Bearing Liabilities

 

148.25

%

148.05

%

160.65

%

192.56

%

159.97

%

Capital Ratios Holding Company:

 

 

 

 

 

 

 

 

 

 

 

Total Risk-Based Capital

 

11.49

%

12.38

%

11.53

%

31.92

%

19.23

%

Tier 1 Risk-Based Capital

 

8.02

%

7.49

%

6.85

%

24.50

%

17.97

%

Tier 1 Leverage

 

6.38

%

5.78

%

5.55

%

14.79

%

11.88

%

Risk Weighted Assets

 

$

271,343

 

$

271,941

 

$

285,500

 

$

122,154

 

$

125,960

 

Book Value per Share (1) (2)

 

$

6.87

 

$

6.80

 

$

6.82

 

$

7.06

 

$

6.92

 

Total Shares Outstanding (2)

 

3,130,527

 

3,125,027

 

3,124,627

 

3,123,665

 

3,121,815

 


(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
June 30, 2002 — FINANCIAL SUMMARY
($ in 000’s, except share data)

 

SELECTED STATEMENT OF OPERATIONS DATA AND RATIOS:

(Unaudited)

 

 

Second

 

First

 

Fourth

 

Third

 

Second

 

QUARTERLY DATA:

 

Quarter

 

Quarter

 

Quarter

 

Quarter

 

Quarter

 

 

 

2002

 

2002

 

2001

 

2001

 

2001

 

Interest Income

 

$

4,937

 

$

5,001

 

$

3,299

 

$

3,256

 

$

3,404

 

Interest Expense

 

1,209

 

1,299

 

731

 

811

 

1,031

 

Net Interest Income before Provision for Loan Losses

 

3,728

 

3,702

 

2,568

 

2,445

 

2,373

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision for Loan  Losses

 

150

 

150

 

67

 

450

 

 

Net Interest Income after

 

 

 

 

 

 

 

 

 

 

 

Provision for Loan Losses

 

3,578

 

3,552

 

2,501

 

1,995

 

2,373

 

 

 

 

 

 

 

 

 

 

 

 

 

Net gain on Sale of Securities Available-for-Sale

 

 

 

136

 

92

 

96

 

Gain on Sale of OREO and Fixed Assets

 

 

 

20

 

 

 

Other  Operating Income

 

286

 

394

 

263

 

187

 

230

 

Other  Operating Expense

 

3,399

 

3,281

 

2,380

 

2,100

 

2,059

 

Net Income before Provision for

 

 

 

 

 

 

 

 

 

 

 

Minority Interest and Income Taxes

 

465

 

665

 

540

 

174

 

640

 

Minority interest in income of:.

 

106

 

 

 

 

 

 

 

 

 

Preferred stock of South Bay Bank, N.A

 

 

 

 

 

 

 

 

 

 

 

Junionr subordinated deferrable interest debentures

 

389

 

384

 

393

 

329

 

 

Net Income before Provision for Income Taxes

 

(30

)

281

 

147

 

(155

)

640

 

Provision for Income Taxes

 

32

 

106

 

3

 

42

 

34

 

Net Income

 

$

(62

)

$

175

 

$

144

 

$

(197

)

$

606

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic Earnings (Loss) Per Share (1)

 

$

(0.08

)

$

0.06

 

$

0.09

 

$

(0.12

)

$

0.38

 

Diluted Earnings (Loss) Per Share

 

$

(0.08

)

$

0.04

 

$

0.04

 

$

(0.12

)

$

0.19

 

Weighted Avg Common Shares O/S  (3)

 

1,631,451

 

1,627,166

 

1,622,974

 

1,621,751

 

1,613,383

 

Return on Quarterly Average Assets

 

-0.07

%

0.19

%

0.29

%

-0.41

%

1.28

%

Return on Quarterly Average Equity

 

-0.97

%

2.76

%

2.46

%

-3.52

%

10.94

%

Net Interest Margin — Avg Earning Assets

 

4.61

%

4.56

%

5.34

%

5.41

%

5.14

%

Operating Expense Ratio

 

3.80

%

3.60

%

4.72

%

4.38

%

4.22

%

Efficiency Ratio

 

84.68

%

80.10

%

79.68

%

77.09

%

76.29

%

 

 

 

 

 

 

 

 

 

 

 

 

Quarterly operating ratios are annualized.

 

 

 

 

 

 

 

 

 

 

 

 

FOR THE SIX MONTHS ENDED JUNE 30:

 

 

 

 

 

 

 

2002

 

2001

 

Interest Income

 

$

9,938

 

$

7,236

 

Interest Expense

 

2,508

 

2,334

 

Net Interest Income before Provision for Loan Losses

 

7,430

 

4,902

 

Provision for Loan  Losses

 

300

 

 

Net Interest Income after

 

 

 

 

 

Provision for Loan Losses

 

7,130

 

4,902

 

Net Gain (Loss) on Sale of Securities Available-for-Sale

 

 

146

 

Other  Operating Income

 

682

 

389

 

Other  Operating Expense

 

6,682

 

4,181

 

Net Income (Loss) Before Minority Interest and

 

1,130

 

1,256

 

Provision for Income Taxes

 

 

 

 

 

Minority interest in the income of:

 

 

 

 

 

Preferred stock of South Bay Bank, N.A.

 

106

 

 

Junior subordinated deferrable interest debentures

 

773

 

 

Net Income (Loss) Before Provision for Income Taxes

 

251

 

1,256

 

Provision for Income Taxes

 

138

 

47

 

Net Income (Loss)

 

$

113

 

$

1,209

 

 

 

 

 

 

 

Basic Earnings (Loss) Per Share (1)

 

$

(0.02

)

$

0.76

 

Diluted Earnings (Loss) Per Share (2)

 

$

(0.02

)

$

0.38

 

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

 

1,629,320

 

1,594,019

 

Return on  Average Assets

 

0.06

%

1.26

%

Return on  Average Equity

 

0.89

%

11.13

%

Net Interest Margin — Avg Earning Assets

 

4.59

%

5.43

%

Operating Expense Ratio

 

3.71

%

4.22

%

Efficiency Ratio

 

82.37

%

76.90

%


(1)

 

The 2002 period is based upon income available to common shareholders (net income less accretion of discount on preferred stock from beneficial conversion rights of $72,000 and $151,000 for the three months and six months ended June 30, 2002).

(2)

 

Common share equivalents were anti-dilutive for the three months and six months ended June 30, 2002.  The weighted  average number of common shares and common share equivalents outstanding used in computing diluted earnings per share for the six months ended June 30, 2001 was 3,213,359.

(3)

 

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

(4)

 

Increase from previous periods is due to issuance of Common Stock and conversion of Preferred Stock into Common Stock.

 

6


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