-----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, ALv+ve2C6oXPWxNt9vH/6pWxZVvtgyDWQhfxjnrT5V4k8ulARZHYDgLD21wRwRCd CpI2s+d7FugGl523PXIKyg== 0001104659-04-005269.txt : 20040220 0001104659-04-005269.hdr.sgml : 20040220 20040220121709 ACCESSION NUMBER: 0001104659-04-005269 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040218 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040220 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: 04618401 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 a04-2720_18k.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): February 18, 2004

 

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 February 18, 2004 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 February 18, 2004

 

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:  February 20, 2004

By:  /s/ DAVID R. BROWN

 

 

 

David R. Brown

 

 

Chief Financial Officer

 

3



 

EXHIBIT INDEX

 

Exhibit No.

 

Description of Exhibit

 

 

 

99.1

 

Press Release issued February 18, 2004

 

4


EX-99.1 3 a04-2720_1ex99d1.htm EX-99.1

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 REPORTS EARNINGS FOR 2003 YEAR

 

Los Angeles, California, February 18, 2004 — 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 $207,000 for the year ended December 31, 2003, or $0.08 basic earnings per share and $0.05 diluted earnings per share, as compared to a net loss of $253,000 or $0.15 basic and diluted loss per share for the year ended December 31, 2002.

 

Net income for the three months ended December 31, 2003 was $337,000, or $0.12 basic earnings per share and $0.07 diluted earnings per share, as compared to net income of $176,000 or $0.24 basic and $0.12 diluted earnings per share for the same period in 2002.

 

Scott Montgomery, President and Chief Executive Officer of the Company, Mercantile and South Bay, commented, “During the fourth quarter of 2003 we experienced brisk loan growth with an improving earnings trend while credit quality remained healthy.  Total loans increased $12.8 million during the final three months of 2003 and stronger loan demand into 2004 is anticipated.  Nonperforming assets were reduced from $7.0 million at the beginning of 2003 to $1.4 million at year-end.  The reduction in non-performing assets has enabled us to focus our resources on production of new loans and deposits.”

 

“We are pleased to report the continued strengthening of our Sales and Marketing efforts.  On December 15, 2003, Arthur F. Stribley III joined the company as Executive Vice President and Head of the Entertainment Department.  With more that thirty-three years of experience in commercial banking and the last seventeen with a major entertainment lending company, we are delighted to have a true professional providing leadership in this key area of our lending activities.”

 

He continued, “With the combination of Chuck Avis, who joined us in September of 2003 as Executive Vice President of Sales & Marketing, and Art Stribley, as head of Entertainment lending, we have opened a Loan Production Office in Beverly Hills.  The office marks our second loan production office that the Company has opened in the last three months.  We anticipate that these two offices, in Orange County at Costa Mesa and the office in Beverly Hills, will

 

1



 

accelerate our growth in these key markets and enhance the delivery of service to our clients.”

 

“On the Credit Administration side, we are very pleased to announce that Michael F. Martin joined us at our South Bay Bank, on January 21, 2004, as Senior Vice President and Credit Administrator.  Mike is a seasoned real estate industries manager and lender with 27 years of banking experience.”

 

“At our Mercantile National Bank, in Century City, we are very pleased to announce that Thomas A. Cowan joined the bank as Senior Vice President and Credit Administrator.  Tom joined us on February 3, 2004, with over 29 years of commercial banking experience.  He has over 15 years of extensive experience in credit administration and risk management in the middle market.”

 

“We are excited about these extremely experience and capable bankers who have chosen to join the National Mercantile Bancorp team.”

 

He continued, “On January 18, 2004, the administrative staff moved to our new location at 1880 Century Park East in Los Angeles with the banking office scheduled to join them in the second quarter 2004.  We anticipate that as a result of our new lease and more efficient quarters, we will be able to reduce our operating costs by approximately $250,000 per year, once the entire staff moves to the new location.”

 

Assets and Liabilities

 

Total assets at December 31, 2003 were $354.8 million compared to $355.4 million at year-end 2002.  While loan growth was strong in the fourth quarter of 2003, loans receivable declined $12.1 million to $260.2 million at December 31, 2003 compared to $272.3 million at year-end 2002 as loan payoffs exceeded loan fundings, particularly in construction loans.  Noninterest bearing demand deposit accounts and low cost money market deposit accounts increased $12.4 million and $12.3 million, respectively, from December 31, 2002 to December 31, 2003, while relatively expensive time certificates of deposit decreased $20.3 million as part of management’s continuing efforts to orchestrate a change in deposit composition and reduce the cost of the Company’s funding base.

 

Shareholders’ Equity

 

Shareholders’ equity was $31.7 million at December 31, 2003 as compared to $31.2 million at December 31, 2002.  The increase was due to the exercise of Company stock options and retained earnings for the 2003 year partially offset by a decline in the unrealized gain in the Company’s securities available for sale.

 

Interest Income

 

Net interest income for the year ended December 31, 2003 was $13.9 million compared to $14.9 million in

 

2



 

2002.  Total interest income declined $2.4 million in the 2003 period due to the sustained decline in market interest rates affecting the yields on adjustable rate loans tied to variable rate indices, the yields on newly originated fixed rate loans and existing fixed rate loans upon renewal at maturity, as well as the yields on overnight investments and newly acquired investment securities.  Lower market interest rates are due to the Federal Reserve Bank’s attempts to stimulate the economy.  The decline in interest income was partially offset, however, by a $1.7 million decline in interest expense on deposits.  Total interest expense for the year ended December 31, 2003 includes $454,000 interest expense on the Company’s junior subordinated deferrable interest debentures, whereas in prior periods this interest expense was included in the minority interest in the Company’s income.  The change in classification is due to the implementation of Statement of Financial Accounting Standards No. 150 Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity effective July 1, 2003.  While the accounting change had no material effect on net income, the decline in net interest income of $964,000 would have been $510,000 without the change in accounting treatment.

 

The net interest margin decreased to 4.20% for the year ended 2003, down from 4.73% for 2002.

 

Net interest income during the fourth quarter 2003 was $3.3 million compared to $3.7 million for the same quarter in 2002.  The decline in net interest income of $394,000 would have been $168,000 without the change in accounting treatment for the Company’s junior subordinated deferrable interest debentures discussed above.

 

The net interest margin decreased to 4.07% during the fourth quarter of 2003, down from 4.94% during the fourth quarter of 2002.

 

Operating Expenses

 

Other operating expenses were $13.3 million for the year ended December 31, 2003 compared to $12.9 million for 2002.  Increases in salaries and related expense, and other professional services primarily contributed to the higher operating expenses.

 

Other operating expenses were $3.2 million during the quarter ended December 31, 2003 compared to $3.1 million for the fourth quarter in 2002.  Increases in salaries and related expense, customer services on deposit accounts, other professional services and data processing expenses contributed to the higher operating expenses.

 

Credit Quality

 

Total nonperforming assets, comprised of nonperforming loans and other real estate owned (real estate foreclosed in satisfaction of loans) were reduced to $1.4 million at December 31, 2003 from $7.0 million at December 31, 2002.  Total non-performing loans were $438,000 at December 31, 2003 compared to $6.0 million at December 31, 2002, representing a decrease of $5.6 million.   For the twelve months ended December 31, 2003, the

 

3



 

Company’s loan charge-offs were $2.8 million, while recoveries were $327,000 and other non-performing loans totaling $2.7 million were collected.  Other real estate owned was $925,000 at December 31, 2003 compared to $1.0 million at December 31, 2002.

 

The Company’s allowance for credit losses was $3.6 million at December 31, 2003 representing 1.40% of total loans and 267% of nonperforming assets.

 

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, 2002.

 

National Mercantile Bancorp is the holding company for Mercantile National Bank and South Bay Bank, N.A., members FDIC, with branch banking locations in Century City, Encino, Torrance and El Segundo and loan production offices in Costa Mesa and Beverly Hills, 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, 2003 - FINANCIAL SUMMARY

($ in 000’s, except share data)

 

SELECTED FINANCIAL

CONDITION DATA (Unaudited):

 

 

December 31,
2003

 

September 30,
2003

 

June 30,
2003

 

March 31,
2003

 

December 31,
2002

 

December 31,
2001

 

Cash and Due from Banks

 

$

24,556

 

$

22,590

 

$

18,625

 

$

18,364

 

$

19,201

 

$

12,688

 

Federal Funds Sold and Securities Purchased

 

 

 

 

 

 

 

 

 

 

 

 

 

under Agreements to Resell

 

10,000

 

42,000

 

39,900

 

31,400

 

18,700

 

39,405

 

Investment Securities

 

35,474

 

36,183

 

21,674

 

17,992

 

26,170

 

41,627

 

Loans

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

230,257

 

209,887

 

228,572

 

235,672

 

230,127

 

222,882

 

Real Estate Construction and Land

 

27,210

 

35,902

 

35,902

 

29,451

 

37,934

 

30,811

 

Consumer and Others

 

3,510

 

2,204

 

2,204

 

3,171

 

4,720

 

8,795

 

Deferred Loan Fees, Net

 

(728

)

(528

)

(528

)

(548

)

(458

)

(520

)

Total

 

260,249

 

247,465

 

266,150

 

267,746

 

272,323

 

261,968

 

Allowance for Credit Losses

 

(3,635

)

(3,588

)

(3,452

)

(4,694

)

(4,846

)

(6,541

)

Net Loans

 

256,614

 

243,877

 

262,698

 

263,052

 

267,477

 

255,427

 

Total Other Assets

 

28,130

 

25,816

 

23,406

 

26,566

 

23,837

 

25,218

 

Total Assets

 

$

354,774

 

$

370,466

 

$

366,303

 

$

357,374

 

$

355,385

 

$

374,365

 

Deposits

 

 

 

 

 

 

 

 

 

 

 

 

 

Demand, Non-interest Bearing

 

$

119,998

 

$

127,421

 

$

123,569

 

$

114,171

 

$

107,580

 

$

114,645

 

NOW

 

29,349

 

28,117

 

27,644

 

27,116

 

30,465

 

23,425

 

MMDA

 

55,422

 

59,777

 

51,272

 

47,133

 

43,134

 

40,033

 

Savings

 

38,925

 

43,423

 

46,783

 

46,283

 

42,182

 

31,184

 

Time Certificates $100,000 and over

 

27,308

 

25,674

 

30,147

 

36,844

 

39,957

 

62,085

 

Time Certificates under $100,000

 

27,715

 

31,013

 

32,536

 

31,039

 

35,407

 

37,768

 

Total Deposits

 

298,717

 

315,425

 

311,951

 

302,586

 

298,725

 

309,140

 

Securities Sold under Agreements to Repurchase and Other Borrowed Funds

 

7,899

 

7,897

 

7,895

 

8,292

 

8,976

 

20,596

 

Guaranteed Preferred Beneficial Interests in Company’s Junior Subordinated Debt

 

15,464

 

15,464

 

14,538

 

14,534

 

14,530

 

14,513

 

Other Liabilities

 

973

 

738

 

1,206

 

736

 

1,950

 

3,963

 

Minority Interest in Preferred Stock of South Bay Bank

 

 

 

 

 

 

676

 

Shareholders’ Equity

 

31,650

 

30,905

 

30,640

 

31,134

 

31,002

 

25,421

 

Accumulated Other Comprehensive Gain

 

71

 

37

 

73

 

92

 

202

 

56

 

Total Liabilities and Stockholders’ Equity

 

$

354,774

 

$

370,466

 

$

366,303

 

$

357,374

 

$

355,385

 

$

374,365

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average Quarterly Assets

 

$

370,093

 

$

372,971

 

$

369,140

 

$

347,259

 

$

357,532

 

$

204,308

 

Regulatory Capital-Tier I

 

$

31,191

 

$

29,891

 

$

29,780

 

$

30,454

 

$

29,709

 

$

19,562

 

Non-Performing Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-Accrual Loans

 

$

438

 

$

442

 

$

592

 

$

4,308

 

$

5,787

 

$

7,807

 

Loans 90 Days P/D & Accruing

 

 

51

 

9

 

 

209

 

642

 

OREO and Other  Non-perfoming Assets

 

925

 

1,000

 

1,000

 

1,535

 

1,000

 

953

 

Total Non-Performing Assets

 

$

1,363

 

$

1,493

 

$

1,601

 

$

5,843

 

$

6,996

 

$

9,402

 

 

SELECTED STATEMENT OF
FINANCIAL CONDITION RATIOS:

 

 

December 31,
2003

 

September 30,
2003

 

June 30,
2003

 

March 31,
2003

 

December 31,
2002

 

December 31,
2001

 

Loans to Deposits Ratio

 

87.12

%

78.45

%

85.32

%

88.49

%

91.16

%

84.74

%

Ratio of Allowance for Loan Losses to:

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Loans

 

1.40

%

1.45

%

1.30

%

1.75

%

1.78

%

2.50

%

Total Non-Performing Assets

 

266.69

%

240.32

%

215.62

%

80.34

%

69.27

%

69.57

%

Earning Assets to Total Assets

 

86.17

%

87.90

%

89.47

%

88.74

%

89.25

%

92.30

%

Earning Assets to Interest-Bearing Liabilities

 

163.82

%

166.23

%

166.97

%

161.22

%

158.50

%

160.65

%

Capital Ratios Holding Company:

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Risk-Based Capital

 

14.07

%

13.69

%

13.03

%

13.30

%

13.31

%

11.53

%

Tier 1 Risk-Based Capital

 

11.22

%

10.89

%

10.33

%

10.60

%

10.57

%

6.85

%

Tier 1 Leverage

 

8.88

%

8.50

%

8.32

%

9.07

%

8.60

%

5.55

%

Risk Weighted Assets

 

$

278,085

 

$

274,478

 

$

288,181

 

$

287,417

 

$

283,078

 

$

285,500

 

Book Value per Share (1) (2)

 

$

7.17

 

$

7.17

 

$

7.13

 

$

7.16

 

$

7.17

 

$

6.82

 

Total Shares Outstanding (2)

 

4,231,449

 

4,168,099

 

4,162,299

 

4,158,299

 

4,149,514

 

3,124,627

 

 


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

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

 

5



 

National Mercantile Bancorp

December 31, 2003 - FINANCIAL SUMMARY

($ in 000’s, except share data)

 

SELECTED STATEMENT OF OPERATIONS DATA AND RATIOS:

(Unaudited)

 

QUARTERLY DATA:

 

Fourth
Quarter
2003

 

Third
Quarter
2003

 

Second
Quarter
2003

 

First
Quarter
2003

 

Fourth
Quarter
2002

 

Interest Income

 

$

4,070

 

$

4,262

 

$

4,382

 

$

4,410

 

$

4,765

 

Interest Expense

 

739

 

823

 

730

 

888

 

1,040

 

Net Interest Income before Provision for Loan Losses

 

3,331

 

3,439

 

3,652

 

3,522

 

3,725

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision for Loan  Losses

 

 

10

 

1,145

 

110

 

100

 

Net Interest Income after Provision for Loan Losses

 

3,331

 

3,429

 

2,507

 

3,412

 

3,625

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Gain on Sale of Securities Available-for-Sale

 

(49

)

 

 

100

 

 

Loss on Write-down of OREO

 

(75

)

 

(61

)

 

 

Other  Operating Income

 

384

 

397

 

345

 

335

 

467

 

Other  Operating Expense

 

3,184

 

3,292

 

3,410

 

3,410

 

3,149

 

Net Income before Provision for Minority Interest and Income Taxes

 

407

 

534

 

(619

)

437

 

943

 

 

 

 

 

 

 

 

 

 

 

 

 

Minority Interest in the Company’s Income of the Preferred Stock of South Bay Bank, N.A.

 

 

 

 

 

54

 

Junior Subordinated Deferrable Interest Debentures

 

 

 

223

 

233

 

384

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income before Provision for Income Taxes

 

407

 

534

 

(842

)

204

 

505

 

Provision for Income Taxes

 

70

 

242

 

(323

)

107

 

329

 

Net Income

 

$

337

 

$

292

 

$

(519

)

$

97

 

$

176

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic Earnings (Loss) Per Share

 

$

0.12

 

$

0.11

 

($0.19

)

$

0.04

 

$

0.24

 

Diluted Earnings (Loss) Per Share

 

$

0.07

 

$

0.07

 

($0.19

)

$

0.02

 

$

0.12

 

Weighted Avg Common Shares O/S  (2)

 

2,741,074

 

2,700,935

 

2,695,366

 

2,687,560

 

1,706,652

 

Return on Quarterly Average Assets

 

0.36

%

0.31

%

-0.56

%

0.11

%

0.20

%

Return on Quarterly Average Equity

 

4.15

%

3.72

%

-6.58

%

1.26

%

2.59

%

Net Interest Margin - Avg Earning Assets

 

4.07

%

4.11

%

4.45

%

4.60

%

4.94

%

Operating Expense Ratio

 

3.41

%

3.50

%

3.71

%

3.99

%

3.53

%

Efficiency Ratio

 

88.67

%

85.82

%

86.64

%

86.18

%

75.12

%

 

Quarterly operating ratios are annualized.

 

FOR THE YEAR ENDED DECEMBER 31:

 

2003

 

2002

 

Interest Income

 

17,124

 

$

19,572

 

Interest Expense

 

3,180

 

4,664

 

Net Interest Income before Provision for Loan Losses

 

13,944

 

14,908

 

 

 

 

 

 

 

Provision for Loan  Losses

 

1,265

 

1,925

 

Net Interest Income after Provision for Loan Losses

 

12,679

 

12,983

 

 

 

 

 

 

 

Net Gain on Sale of Securities Available-for-Sale

 

51

 

 

Loss on Write-down of OREO

 

(136

 

 

Other Operating Income

 

1,461

 

1,502

 

Other Operating Expense

 

13,296

 

12,861

 

Net Income (Loss) Before Minority Interest and Provision for Income Taxes

 

759

 

1,624

 

Minority Interest in the Company’s Income of the Preferred Stock of South Bay Bank, N.A.

 

 

213

 

Junior Subordinated Deferrable Interest Debentures

 

456

 

1,537

 

Net Income (Loss) Before Provision for Income Taxes

 

303

 

(126

)

Provision (Benefit) for Income Taxes

 

96

 

127

 

Net Income (Loss)

 

207

 

$

(253

)

 

 

 

 

 

 

Basic Earnings (Loss) Per Share

 

$

0.08

 

$

(0.15

)

Diluted Earnings (Loss) Per Share (1)

 

$

0.05

 

$

(0.15

)

Weighted Avg Common  Shares O/S (2)

 

2,707,931

 

1,650,997

 

Return on  Average Assets

 

0.06

%

-0.07

%

Return on  Average Equity

 

0.66

%

-0.98

%

Net Interest Margin - Avg Earning Assets

 

4.20

%

4.73

%

Operating Expense Ratio

 

4.09

%

3.58

%

Efficiency Ratio

 

86.02

%

78.37

%

 


(1)  The diluted loss per share includes only common shares as common share equivalents are anti-dilutive.  The loss per share for December 31, 2002 is based upon income available to shareholders considering the amortization of the discount on beneficial conversion rights.

 

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

 

6


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