<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
For the QUARTER ENDED MARCH 31, 1997 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 No.)
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
----- -----
As of May 1, 1997, the number of shares outstanding of the registrant's Common
Stock, no par value, was 762,000.
Transitional Small Business Disclosure Format:
YES No X
----- -----
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NAPA NATIONAL BANCORP
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS (UNAUDITED)
Balance Sheets
March 31, 1997
December 31, 1996
Statements of Income
Three Months ended March 31, 1997
Three Months ended March 31, 1996
Statements of Cash Flows
Three Months ended March 31, 1997
Three Months ended March 31, 1996
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
ITEM 2 - CHANGES IN SECURITIES
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
<PAGE>
PART I
FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
The following interim consolidated financial statements are unaudited. 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.
Results for the period as presented are not necessarily indicative of results to
be expected of the year as a whole.
<PAGE>
NAPA NATIONAL BANCORP AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Dollars in 000's)
<TABLE>
<CAPTION>
March 31, December 31,
1997 1996
---- ----
<S> <C> <C>
ASSETS
Cash and due from banks ................................. $ 7,040 $ 7,929
Federal funds sold ...................................... 17,180 16,550
Time deposits with other financial institutions.......... 4,158 4,158
Investment securities: Held to Maturity ................. 1,723 1,723
Federal Reserve and Federal Home Loan Bank Stock......... 564 554
Loans, less allowance for loan losses of $1,478
and $1,447 at March 31, 1997 and December 31,1996...... 78,315 78,290
Premises, furniture, fixtures and equipment, net......... 2,466 2,519
Accrued interest receivable ............................. 549 647
Other real estate owned ................................. 716 328
Other assets ............................................ 835 1,129
-------- --------
TOTAL ASSETS ............................................ $113,547 $113,827
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
Non-interest-bearing demand .......................... $ 22,280 $ 25,728
Interest-bearing:
Savings ....................................... 11,029 11,965
Transaction ................................... 28,543 29,317
Time certificates ............................. 43,309 38,407
-------- --------
TOTAL DEPOSITS ................................ 105,161 105,417
Accrued interest payable and other liabilities .......... 418 439
-------- --------
TOTAL LIABILITIES ....................................... 105,579 105,856
-------- --------
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;
762,000 and 754,500 shares issued and outstanding at
March 31,1997 and December 31, 1996, respectively .... 6,975 6,915
Retained earnings ....................................... 993 1,056
-------- --------
TOTAL SHAREHOLDERS' EQUITY .............................. 7,968 7,971
-------- --------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY .............. $113,547 $113,827
======== ========
</TABLE>
<PAGE>
NAPA NATIONAL BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(Dollars in 000's, except earnings per share)
<TABLE>
<CAPTION>
Three Months Ended March 31,
----------------------------
1997 1996
---- ----
<S> <C> <C>
INTEREST INCOME:
Interest and fees on loans .............................................. $ 1,866 $ 2,008
Interest on federal funds sold .......................................... 222 154
Interest on time deposits with other
financial institutions ................................................ 58 61
Interest on investment securities ....................................... 31 25
-------- --------
TOTAL INTEREST INCOME ............................ 2,177 2,248
INTEREST EXPENSE ON DEPOSITS ................................................. 757 735
-------- --------
NET INTEREST INCOME ............................. 1,420 1,513
Provision for loan losses .................................................... 102 72
-------- --------
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES... 1,318 1,441
-------- --------
NON-INTEREST INCOME:
Service charges on deposit accounts ..................................... 87 92
Mortgage loan origination and service fees .............................. 16 17
Other fee income ........................................................ 88 88
-------- --------
TOTAL NON-INTEREST INCOME ............................ 191 197
-------- --------
NON-INTEREST EXPENSE:
Salaries and employee benefits .......................................... 833 660
Occupancy ............................................................... 110 109
Furniture, fixtures and equipment ....................................... 117 109
Other ................................................................... 395 333
-------- --------
TOTAL NON-INTEREST EXPENSE ........................... 1,455 1,211
-------- --------
INCOME BEFORE INCOME TAXES ........................... 54 427
INCOME TAXES ................................................................. 23 175
-------- --------
NET INCOME ........................................... $ 32 $ 252
======== ========
NET INCOME PER SHARE ......................................................... $ 0.03 $ 0.29
======== ========
Weighted average common shares outstanding used
to compute net income per share .............................................. 914,700 882,300
======== ========
</TABLE>
<PAGE>
NAPA NATIONAL BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in 000's)
<TABLE>
<CAPTION>
Three Months Ended
March 31
1997 1996
-------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income .......................................... $ 32 $ 252
Reconciliation of net income to net cash
provided by (used in)operating activities:
Depreciation on premises and equipment .......... 114 113
Amortization of deferred loan fees and
discounts/premiums on securities .............. (8) 2
Provision for loan losses ....................... 102 72
Decrease (Increase)in accrued interest
receivable .................................... 98 (54)
(Increase) in other real estate owned ........... (388) 0
Decrease (Increase) in other assets, net ........ 293 (7)
(Decrease) in accrued interest payable and
other liabilities ............................. (21) (312)
-------- --------
NET CASH PROVIDED BY OPERATING ACTIVITIES ........... 222 66
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Loan collections, net of originations ............... (119) (339)
Activity in securities held to maturity:
Purchases ....................................... (974) (1,724)
Maturities ...................................... 974 1,237
Purchases of FRB and FHLB stock ..................... (10) (18)
Capital expenditures ................................ (61) (114)
-------- --------
NET CASH (USED) BY INVESTING ACTIVITIES ............. (190) (958)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net decrease in deposits ............................ (256) (7,079)
Cash dividends ...................................... (95) (94)
Exercise of incentive stock options ................. 60 0
-------- --------
NET CASH (USED) BY FINANCING ACTIVITIES ............. (291) (7,173)
-------- --------
(DECREASE) IN CASH AND CASH EQUIVALENTS ............. (259) (8,065)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD..... 24,479 21,886
-------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD .......... $ 24,220 $ 13,821
======== ========
CASH AND CASH EQUIVALENTS AT MARCH 31:
Cash and due from banks .......................... $ 7,040 $ 5,781
Federal funds sold ............................... 17,180 8,040
-------- --------
$ 24,220 $ 13,821
======== ========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest ........................... $ 847 $ 999
Cash paid for income taxes ....................... 0 110
</TABLE>
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITON AND
RESULTS OF OPERATIONS
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. It's 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 financial condition and results of the
Company's operations for the three months ended March 31, 1997 and March 31,
1996. The following should be read in conjunction with the Company's Annual
Report.
FINANCIAL CONDITION
The Company's balance sheet remained relatively constant during the first
quarter of 1997. Total assets were $113.5 million at March 31, 1997 compared
with $113.8 million at December 31, 1996. Similarly, total deposits were $105.2
million at March 31, 1997 compared with $105.4 million at December 31, 1996.
The loan portfolio of $79.8 million at March 31, 1997 was relatively unchanged
from the December 31, 1996 total of $79.7 million. The allowance for loan losses
on March 31, 1997 was $1,478,000 or 1.86% of total loans outstanding. Net loan
charge-offs for the first quarter of 1997 remained low at $29,000. The allowance
for loan losses was considered adequate at March 31, 1997 based on management's
analysis of the risks inherent in the loan portfolio.
The Company's investment portfolio and stock in the Federal Reserve and Federal
Home Loan Bank are classified as "held to maturity securities" in accordance
with SFAS No. 115. At March 31, 1997, the investment portfolio's fair market
value was $1,725,000.
RESULTS OF OPERATIONS
The Company earned $32,000 during the first quarter of 1997 compared with
$252,000 during the same period in 1996.
In February 1997, the Financial Accounting Standards Board issued Statement No.
128, "Earnings Per Share", which is required to be adopted on December 31, 1997.
At that time, the Company will be required to change the method currently used
to compute earnings per share and to restate all prior periods. Under the new
requirements for calculating primary earnings per share, the dilutive effect of
stock options will be excluded. The impact is expected to result in an increase
in primary earnings per share for the first quarter ended March 31, 1997 and
March 31, 1996 of $.01 and $.04 per share, respectively. The Company has not yet
determined what the impact of Statement 128 will be on the calculation of fully
diluted earnings per share.
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.
<PAGE>
During the first quarter of 1997, net interest income at $1,420,000 was $93,000
below the same period in 1996. The primary cause of the decrease was the early
payoff of a loan which the Bank purchased at a premium. At the time of early
payoff, the Bank charged $103,000 against interest income. In addition,
non-accrual loans averaged $4.2 million during the first quarter of 1997
compared with $2.1 million in the first quarter of 1996. This increase resulted
in a reduction in net interest income in the first quarter of 1997 compared with
the same period in 1996. At the same time, the Bank increased its provision for
loan losses from $72,000 in the first quarter of 1996 to $102,000 in the first
quarter of 1997.
Non-interest income decreased by $8,000 in the first quarter of 1997. This
represents a decrease in service charges on deposit accounts resulting from a
more aggressive stance of the Bank in closing accounts with continuing
insufficient funds problems.
Non-interest expenses consists of salaries and benefits provided to employees of
the Bank, expenses related to premises and equipment, and operating expenses
associated with the continuing business affairs of the Company. Total
non-interest expense increased $243,000 or 20% in the first quarter of 1997 when
compared with the first quarter of 1996. Salaries and benefits accounted for
$173,000 of this increase as a result of additional employees and salary
increases to existing employees which normally occur in the first quarter of
each year.
Other non-interest expenses increased, primarily, as a result of efforts related
to collection of problem loans.
CAPITAL RESOURCES AND ADEQUACY
Shareholders equity was $8.0 million or 7.0% of total assets at both March 31,
1997 and December 31, 1996. The ratio of capital to risk-weighted assets at
March 31, 1997 was 10.76% for the Company and 10.29% 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 in the foreseeable future. Therefore, the Company
and the Bank have adequate capital in order to support future growth.
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.
While the effect of inflation on banks is normally not as significant as it its
influence on those businesses which have large investments in plant and
inventories, it does have an effect. During periods of high inflation, there are
normally corresponding increases in the money supply, and banks will normally
experience above-average growth in assets, loans and deposits. Also, general
increases in the price of goods and services will result in increased operating
expenses.
<PAGE>
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
As of March 31, 1997, there were no significant legal proceedings
against the Company.
ITEM 2 - CHANGES IN SECURITIES
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
There were no matters submitted to a vote of security holders during
the quarter.
ITEM 5 - OTHER INFORMATION
None
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
3(i)* Articles of Incorporation of the Issuer, as amended.
3(ii)* Restated Bylaws of the Issuer.
4.1* A specimen copy of the certificates evidencing Common Stock.
10.1* Napa National Bank 1992 Stock Option Plan.
10.2* Form of Incentive Stock Option Agreement.
10.3* Form of Nonstatutory Stock Option Agreement.
27** Financial Data Schedule
(b) Reports on Form 8-K
The Company filed no reports on Form 8-K during the first
quarter of 1997
*Previously filed.
**Included in Item 1 of this Form 10-QSB
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the Issuer has caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
NAPA NATIONAL BANCORP
---------------------
(Issuer)
Date: May 14, 1997 /s/ Brian J. Kelly
---------------- ---------------------
Brian J. Kelly
President / COO
Date: May 14, 1997 /s/ Michael Irwin
---------------- -----------------------
Michael Irwin
Chief Financial Officer
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 7,040
<INT-BEARING-DEPOSITS> 82,881
<FED-FUNDS-SOLD> 17,180
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 0
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 2,287
<LOANS> 79,793
<ALLOWANCE> (1,478)
<TOTAL-ASSETS> 113,547
<DEPOSITS> 105,579
<SHORT-TERM> 0
<LIABILITIES-OTHER> 69
<LONG-TERM> 0
0
0
<COMMON> 6,975
<OTHER-SE> 0
<TOTAL-LIABILITIES-AND-EQUITY> 113,547
<INTEREST-LOAN> 1,866
<INTEREST-INVEST> 311
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 2,177
<INTEREST-DEPOSIT> 757
<INTEREST-EXPENSE> 1,420
<INTEREST-INCOME-NET> 1,318
<LOAN-LOSSES> 102
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 1,455
<INCOME-PRETAX> 54
<INCOME-PRE-EXTRAORDINARY> 54
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 32
<EPS-PRIMARY> .042
<EPS-DILUTED> .035
<YIELD-ACTUAL> 5.665
<LOANS-NON> 4,197
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 1,405
<CHARGE-OFFS> 30
<RECOVERIES> 1
<ALLOWANCE-CLOSE> 1,478
<ALLOWANCE-DOMESTIC> 1,478
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
