<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES AND EXCHANGE Act OF 1934
For the QUARTER ENDED JUNE 30, 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 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, 1997, was 766,000.
Transitional Small Business Disclosure Format:
Yes No X
----- -----
<PAGE>
NAPA NATIONAL BANCORP
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
Balance Sheets:
June 30, 1997
December 31, 1996
Statements of Income:
Three Months ended June 30, 1997
Three Months ended June 30, 1996
Six Months ended June 30, 1997
Six Months ended June 30, 1996
Statements of Cash Flows:
Six Months ended June 30, 1997
Six Months ended June 30, 1996
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS, OR PLAN OF OPERATION
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
INDEX TO EXHIBITS
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
The following interim consolidated financial statements 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.
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>
June 30, December 31,
1997 1996
-------- -----------
<S> <C> <C>
ASSETS
Cash and due from banks $ 6,413 $ 7,929
Federal funds sold 20,260 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 569 554
Loans, less allowance for loan losses of $1,493
and $1,447 at June 30, 1997 and
December 31, 1996 79,354 78,290
Premises, furniture, fixtures and equipment, net 2,460 2,519
Accrued interest receivable 680 647
Other real estate owned 716 328
Other assets 803 1,129
-------- --------
TOTAL ASSETS $117,136 $113,827
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
Non-interest-bearing demand $ 23,984 $ 25,728
Interest-bearing:
Savings 17,179 11,965
Transaction 27,616 29,317
Time certificates 39,638 38,407
-------- --------
TOTAL DEPOSITS 108,417 105,417
Accrued interest payable and other liabilities 597 439
-------- --------
TOTAL LIABILITIES 109,014 105,856
-------- --------
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; 766,000 and
754,500 shares issued and outstanding at June 30, 1997 and December 31,
1996, respectively 7,007 6,915
Retained earnings 1,115 1,056
-------- --------
TOTAL SHAREHOLDERS' EQUITY 8,122 7,971
-------- --------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $117,136 $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
June 30
-------------------
1997 1996
-------- --------
<S> <C> <C>
INTEREST INCOME:
Interest and fees on loans $ 2,164 $ 2,177
Interest on federal funds sold 216 70
Interest on time deposits with other financial institutions 59 54
Interest and dividends on investment securities 31 29
-------- --------
TOTAL INTEREST INCOME 2,470 2,330
INTEREST EXPENSE ON DEPOSITS 757 649
-------- --------
NET INTEREST INCOME 1,713 1,681
Provision for loan losses 102 107
-------- --------
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 1,611 1,574
-------- --------
NON-INTEREST INCOME:
Service charges on deposit accounts 106 94
Mortgage loan service fees 13 24
Other 156 96
-------- --------
TOTAL NON-INTEREST INCOME 275 214
-------- --------
NON-INTEREST EXPENSE:
Salaries and employee benefits 851 671
Occupancy 115 116
Furniture, fixtures and equipment 125 105
Other 428 348
-------- --------
TOTAL NON-INTEREST EXPENSE 1,519 1,240
-------- --------
INCOME BEFORE INCOME TAXES 367 548
INCOME TAXES 148 220
-------- --------
NET INCOME $ 219 $ 328
======== ========
NET INCOME PER SHARE $ 0.24 $ 0.36
======== ========
Weighted average common shares outstanding
used to compute net income per share 925,200 904,300
======== ========
</TABLE>
<PAGE>
NAPA NATIONAL BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(Dollars in 000's, except earnings per share)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
-------------------
1997 1996
-------- --------
<S> <C> <C>
INTEREST INCOME:
Interest and fees on loans $ 4,030 $ 4,185
Interest on federal funds sold 438 224
Interest on time deposits with other financial institutions 117 115
Interest on investment securities 62 54
-------- --------
TOTAL INTEREST INCOME 4,647 4,578
INTEREST EXPENSE ON DEPOSITS 1,514 1,384
-------- --------
NET INTEREST INCOME 3,133 3,194
Provision for loan losses 204 179
-------- --------
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 2,929 3,015
-------- --------
NON-INTEREST INCOME:
Service charges on deposit accounts 193 186
Mortgage loan service fees 29 41
Other 244 184
-------- --------
TOTAL NON-INTEREST INCOME 466 411
-------- --------
NON-INTEREST EXPENSE:
Salaries and employee benefits 1,684 1,331
Occupancy 225 225
Furniture, fixtures and equipment 242 214
Other 823 681
-------- --------
TOTAL NON-INTEREST EXPENSE 2,974 2,451
-------- --------
INCOME BEFORE INCOME TAXES 421 975
INCOME TAXES 171 395
-------- --------
NET INCOME $ 250 $ 580
======== ========
NET INCOME PER SHARE $ 0.27 $ 0.64
======== ========
Weighted average common shares outstanding
used to compute net income per share 922,867 904,300
======== ========
</TABLE>
<PAGE>
NAPA NATIONAL BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in 000's)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
--------------------
1997 1996
-------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 250 $ 580
Reconciliation of net income to net cash provided by operating activities:
Depreciation on premises and equipment 234 219
Amortization of deferred loan fees and discounts/premiums on securities (1) (398)
Provision for loan losses 204 179
(Increase) in accrued interest receivable (33) (71)
(Increase) in other real estate owned (388) 0
Decrease in other assets, net 326 74
Increase(decrease) in accrued interest payable and other liabilities 218 (340)
-------- --------
NET CASH PROVIDED BY OPERATING ACTIVITIES 810 243
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Loan originations, net of repayments (1,267) (4,907)
Activity in securities held to maturity:
Purchases (974) (1,724)
Maturities 974 1,237
Purchases of Federal Reserve and Federal Home Loan Bank stock (15) (333)
Capital expenditures (175) (145)
-------- --------
NET CASH (USED) BY INVESTING ACTIVITIES (1,457) (5,674)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase (decrease) in deposits 2,940 (5,097)
Cash dividends (191) (188)
Exercise of incentive stock options 92 0
-------- --------
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES 2,841 (5,285)
-------- --------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 2,194 (10,716)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 24,479 21,886
-------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 26,673 $ 11,170
======== ========
</TABLE>
(CONTINUED)
<PAGE>
NAPA NATIONAL BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in 000's)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
-----------------------
1997 1996
------- -------
<S> <C> <C>
CASH AND CASH EQUIVALENTS AT JUNE 30:
Cash and due from banks $ 6,413 $ 5,800
Federal funds sold 20,260 5,370
------- -------
$26,673 $11,170
======= =======
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest $ 1,580 $ 1,614
Cash paid for income taxes 0 435
</TABLE>
<PAGE>
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, 1997 and 1996 and the financial
condition and liquidity of the Company as of June 30, 1997 and December 31,
1996.
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-K for the year ended December 31, 1996
FINANCIAL CONDITION
The Company's assets increased approximately $3.3 million during the first six
months of 1997 as compared to the period ended December 31, 1996. Total assets
were $117.1 million at June 30, 1997 compared with $113.8 million at December
31, 1996. Total deposits increased to $108.4 million at June 30, 1997 compared
with $105.4 million at December 31, 1996.
The loan portfolio of $80.8 million at June 30, 1997 remained relatively
unchanged from the December 31, 1996 total of $79.7 million. The allowance for
loan losses on June 30, 1997 was $1,493,000 or 1.85% of total gross loans
outstanding. Net loan charge-offs for the first six months of 1997 were
$115,000. In the opinion of management, the allowance for loan losses was
considered adequate at June 30, 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 June 30, 1997, the investment portfolio's fair market
value was $1,696,000.
RESULTS OF OPERATIONS
The Company's after-tax earnings were $250,000 during the first six months of
1997 compared with $580,000 during the same period in 1996.
<PAGE>
In February 1997, the Financial Accounting Standards Board issued Statement No.
128, "Earnings Per Share", which is required to be adopted, for financial
statements issued for periods ending after December 15, 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 and primary earnings per share will be replaced by basic
earnings per share. The impact is expected to result in an increase in primary
earnings per share for the six months ended June 30, 1997 and 1996 of $0.06 and
$0.13 per share, respectively. The Company has not yet determined what the
impact of Statement No. 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.
During the first six months of 1997, net interest income at $3,133,000 was
$61,000 below the same period in 1996. The primary causes of the decrease were
the early payoff of a loan the Bank had purchased at a premium and increased
interest expense. At the time of early payoff, the Bank charged off the
remaining balance of the premium. In addition, non-accrual loans averaged $3.65
million during the first six months of 1997 compared with $2.1 million in the
first six months of 1996. At the same time, the Bank increased its provision for
loan losses from $179,000 in the first six months 1996 to $204,000 in the first
six months of 1997.
Non-interest income increased by $55,000 in the first six months of 1997. This
increase resulted from a recovery of expenses related to the Main Street
property sold to the County of Napa in 1992.
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 continuing business affairs of the Company. Total non-
interest expenses increased $523,000 or 21% during the first six months of 1997
when compared with the first six months of 1996. Salaries and benefits
accounted for $353,000 of this increase as a result of additional employees and
salary increases to existing employees.
Other non-interest expense increased $143,000 for the first six months of 1997
compared to the same period in 1996, primarily, as a result of efforts related
to collection of problem loans.
<PAGE>
CAPITAL RESOURCES AND ADEQUACY
Shareholders equity was $8.1 million or 6.9% of total assets at June 30, 1997
compared with $8.0 million or 7.0% of total assets at December 31, 1996. The
ratio of capital to risk-weighted assets at June 30, 1997 was 11.05% for the
Company and 10.59% 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.
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.
<PAGE>
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
As of June 30, 1997, the Company was not party to any significant legal
proceeding.
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
On June 17, 1997, 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 Ernest & Young LLP as the Company's independent public
accountants for the 1997 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 April 30, 1997. 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:
<TABLE>
<CAPTION>
Abstentions and
Name For Against Broker Non-Votes
- ---- --- ------- ----------------
<S> <C> <C> <C>
William A. Bacigalupi 562,285 1,525 198,190
Dennis Groth 562,285 1,525 198,190
E. James Hedemark 562,185 1,625 198,190
Michael D. Irwin 562,185 1,625 198,190
Brian J. Kelly 562,510 1,300 198,190
C. Richard Lemon 562,003 1,807 198,190
Joseph G. Peatman 561,185 2,625 198,190
A. Jean Phillips 561,510 2,300 198,190
George M. Schofield 562,510 1,300 198,190
W. Clarke Swanson, Jr. 562,410 1,400 198,190
</TABLE>
The appoinment of Ernest & Young LLP as the Company's independent public
accountants for the 1997 fiscal year was ratified by a majority vote of the
Company's shareholders 562,610 votes were cast in favor of ratification, 400
votes were cast against, and there were 800 abstentions and broker non-votes.
<PAGE>
ITEM 5 - OTHER INFORMATION
None.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits. See Index to Exhibits to this Form 10-SBQ, 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
1997.
<PAGE>
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, 1997 /s/ Brian J. Kelly
------------------
Brian J. Kelly
President / COO
Date: August 14, 1997 /s/ Michael D. Irwin
--------------------
Michael D. Irwin
Chief Financial Officer
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
<S> <C>
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.
</TABLE>
*Previously filed.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS
<FISCAL-YEAR-END> DEC-31-1997 DEC-31-1997
<PERIOD-START> APR-01-1997 JAN-01-1997
<PERIOD-END> JUN-30-1997 JUN-30-1997
<CASH> 0 6,413
<INT-BEARING-DEPOSITS> 0 5,158
<FED-FUNDS-SOLD> 0 20,260
<TRADING-ASSETS> 0 0
<INVESTMENTS-HELD-FOR-SALE> 0 0
<INVESTMENTS-CARRYING> 0 1,723
<INVESTMENTS-MARKET> 0 1,696
<LOANS> 0 80,847
<ALLOWANCE> 0 1,493
<TOTAL-ASSETS> 0 117,136
<DEPOSITS> 0 108,357
<SHORT-TERM> 0 0
<LIABILITIES-OTHER> 0 657
<LONG-TERM> 0 0
0 0
0 0
<COMMON> 0 7,007
<OTHER-SE> 0 1,115
<TOTAL-LIABILITIES-AND-EQUITY> 0 117,136
<INTEREST-LOAN> 2,164 4,030
<INTEREST-INVEST> 31 62
<INTEREST-OTHER> 275 555
<INTEREST-TOTAL> 2,470 4,647
<INTEREST-DEPOSIT> 757 1,514
<INTEREST-EXPENSE> 757 1,514
<INTEREST-INCOME-NET> 1,714 3,134
<LOAN-LOSSES> 102 204
<SECURITIES-GAINS> 0 0
<EXPENSE-OTHER> 1,519 2,974
<INCOME-PRETAX> 366 372
<INCOME-PRE-EXTRAORDINARY> 366 372
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 219 250
<EPS-PRIMARY> 0.28 0.33
<EPS-DILUTED> 0.24 0.27
<YIELD-ACTUAL> 6.642 6.037
<LOANS-NON> 0 3,087
<LOANS-PAST> 0 397
<LOANS-TROUBLED> 0 0
<LOANS-PROBLEM> 0 0
<ALLOWANCE-OPEN> 1,478 1,405
<CHARGE-OFFS> 90 120
<RECOVERIES> 3 4
<ALLOWANCE-CLOSE> 1,493 1,493
<ALLOWANCE-DOMESTIC> 1,493 1,493
<ALLOWANCE-FOREIGN> 0 0
<ALLOWANCE-UNALLOCATED> 0 0
</TABLE>
