<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 EXCHANGE ACT OF 1934
For the QUARTER ENDED SEPTEMBER 30, 1999 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 September 30, 1999, was 792,675.
Transitional Small Business Disclosure Format:
Yes No X
----- -----
<PAGE>
NAPA NATIONAL BANCORP
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
Consolidated Balance Sheets:
September 30, 1999
December 31, 1998
Consolidated Statements of Income:
Three Months ended September 30, 1999
Three Months ended September 30, 1998
Nine Months ended September 30, 1999
Nine Months ended September 30, 1998
Consolidated Statements of Cash Flows:
Nine Months ended September 30, 1999
Nine Months ended September 30, 1998
Notes to Consolidated Financial Statements
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
ITEM 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES
ITEM 4 - OTHER INFORMATION
ITEM 5 - EXHIBITS AND REPORTS ON FORM 8-K
SIGNATURES
INDEX TO EXHIBITS
2
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PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
The following interim consolidated financial statements of Napa National Bancorp
and its subsidiary Napa National Bank 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 and are normal and
recurring.
Results for the period as presented are not necessarily indicative of results to
be expected of the year as a whole.
3
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NAPA NATIONAL BANCORP AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Dollars in 000's)
<TABLE>
<CAPTION>
September 30, December 31,
1999 1998
----------------------- ----------------------
<S> <C> <C>
ASSETS
Cash and due from banks $ 8,578 $ 9,969
Federal funds sold 1,480 13,590
Investment securities: Available for Sale, at market value 36,878 33,844
Investment securities: Held to Maturity, at amortized cost 2,705 1,798
Federal Reserve and Federal Home Loan Bank Stock 592 553
Loans, less allowance for loan losses of $1,786 and $1,671 at
September 30, 1999 and December 31, 1998 94,836 77,647
Premises, furniture, fixtures and equipment, net 4,144 3,908
Accrued interest receivable 1,286 1,211
Other real estate owned - 262
Other assets 1,766 1,307
-------- --------
TOTAL ASSETS $152,265 $144,089
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
Non-interest-bearing demand $ 38,518 $ 36,557
Interest-bearing:
Savings 26,395 20,534
Transaction 34,436 33,042
Time certificates 41,714 43,118
-------- --------
Total deposits 141,063 133,251
Accrued interest payable and other liabilities 977 1,025
-------- --------
TOTAL LIABILITIES 142,040 134,276
-------- --------
SHAREHOLDERS' EQUITY
Common stock, no par value, 20,000,000 shares authorized; 792,675 and
791,000 shares issued and outstanding at September 30, 1999 and
December 31, 1998, respectively 7,223 7,207
Retained earnings 3,443 2,607
Net unrealized loss on available for sale securities, net of taxes (441) (1)
-------- --------
TOTAL SHAREHOLDERS' EQUITY 10,225 9,813
-------- --------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $152,265 $144,089
======== ========
</TABLE>
(See notes to the unaudited consolidated financial statements)
4
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NAPA NATIONAL BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(Dollars in 000's, except earnings per share)
<TABLE>
<CAPTION>
Three Months Ended
September 30,
-----------------------------------------------
1999 1998
---------------------- -----------------
<S> <C> <C>
Interest income:
Interest and fees on loans $ 2,025 $ 2,010
Interest on federal funds sold 65 98
Interest on time deposits with other financial institutions - 2
Interest and dividends on investment securities 549 533
-------- --------
Total interest income 2,639 2,643
Interest expense:
Interest expense on deposits 816 879
Interest expense on Fed Funds Purchased 2 -
-------- --------
Total interest expense: 818 879
-------- --------
Net interest income 1,821 1,764
Provision for loan losses - 75
-------- --------
Net interest income after provision for loan losses 1,821 1,689
-------- --------
Non-interest income:
Service charges on deposit accounts 156 151
Mortgage loan service fees 8 12
Other 136 146
-------- --------
Total non-interest income 300 309
-------- --------
Non-interest expense:
Salaries and employee benefits 1,000 1,075
Occupancy 104 127
Furniture, fixtures and equipment 107 75
Other 401 403
-------- --------
Total non-interest expense 1,612 1,680
-------- --------
Income before income taxes 509 318
Income taxes 174 112
-------- --------
Net income $ 335 $ 206
======== ========
Earnings per common share $ 0.42 $ 0.26
======== ========
Earnings per common share - Assuming Dilution $ 0.40 $ 0.25
======== ========
Weighted average common shares outstanding used to
compute net earnings per common share 792,675 787,000
======== ========
Weighted average common shares outstanding used to
compute net earnings per common share - Assuming Dilution 841,672 830,392
======== ========
</TABLE>
(See notes to the unaudited consolidated financial statements)
5
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NAPA NATIONAL BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(Dollars in 000's, except earnings per share)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
-----------------------------------------------
1999 1998
---------------------- -----------------
<S> <C> <C>
Interest income:
Interest and fees on loans $ 5,720 $ 6,043
Interest on federal funds sold 353 509
Interest on time deposits with other financial institutions - 18
Interest and dividends on investment securities 1,525 1,330
-------- --------
Total interest income 7,598 7,900
Interest Expense:
Interest expense on deposits 2,403 2,627
Interest on Fed Funds Purchased 2 -
-------- --------
Total Interest Expense 2,405 2,627
-------- --------
Net interest income 5,193 5,273
Provision for loan losses - 265
-------- --------
Net interest income after provision for loan losses 5,193 5,008
-------- --------
Non-interest income:
Service charges on deposit accounts 456 396
Mortgage loan service fees 26 38
Other 422 427
-------- --------
Total non-interest income 904 861
-------- --------
Non-interest expense:
Salaries and employee benefits 2,685 2,687
Occupancy 281 366
Furniture, fixtures and equipment 306 282
Other 1,227 1,180
-------- --------
Total non-interest expense 4,499 4,515
-------- --------
Income before income taxes 1,598 1,354
Income taxes 562 518
-------- --------
Net income $ 1,036 $ 836
======== ========
Earnings per common share $ 1.31 $ 1.07
======== ========
Earnings per common share - Assuming Dilution $ 1.23 $ 1.01
======== ========
Weighted average common shares outstanding used to
compute net earnings per common share 792,247 784,333
======== ========
Weighted average common shares outstanding used to
compute net earnings per common share - Assuming Dilution 840,741 827,203
======== ========
</TABLE>
(See notes to the unaudited consolidated financial statements)
6
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NAPA NATIONAL BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in 000's)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
--------------------------------------------
1999 1998
------------------ ------------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 1,036 $ 836
Reconciliation of net income to net cash provided by operating
activities:
Depreciation on premises and equipment 303 303
Extension of non-statutory stock options 60 153
(Gain)loss on sale of other real estate owned (9) 6
Amortization of deferred loan fees and discounts/premiums on securities 347 230
Provision for loan losses - 265
Decrease/(Increase) in accrued interest receivable (75) (347)
Decrease/(Increase) in other assets, net (119) (209)
Decrease in accrued interest payable and other liabilities
(48) (7)
-------- --------
NET CASH PROVIDED BY OPERATING ACTIVITIES 1,495 1,230
======== ========
Cash flows from investing activities:
Loan originations, net of repayments (17,184) (2,216)
Proceeds from maturities of time deposits with other financial
institutions - 1,782
Activity in securities held to maturity:
Purchases (2,611) (1,923)
Maturities 1,698 1,948
Principal Paydowns 6 -
Activity in securities available for sale:
Purchases (12,027) (21,248)
Principal Paydowns 7,157 4,603
Funds from Call on Available for sale 738 792
(Purchases)Sale of Federal Reserve and Federal Home Loan Bank stock (39) 35
Purchases of furniture and equipment (538) (274)
Proceeds on sale of other real estate owned 275 340
-------- --------
NET CASH USED BY INVESTING ACTIVITIES (22,525) (16,161)
======== ========
Cash flows from financing activities:
Net increase in deposits 7,810 3,940
Stock options exercised 16 -
Cash dividends (297) (294)
Compensation expense related to the exercise of incentive stock options - 60
-------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES 7,529 3,706
======== ========
(continued)
(See notes to the unaudited consolidated financial statements)
</TABLE>
7
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NAPA NATIONAL BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in 000's)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
--------------------------------------------
1999 1998
------------------ ------------------
<S> <C> <C>
DECREASE IN CASH AND CASH EQUIVALENTS (13,501) (11,225)
Cash and cash equivalents at beginning of period 23,559 26,147
-------- --------
Cash and cash equivalents at end of period $ 10,058 $ 14,922
======== ========
CASH AND CASH EQUIVALENTS AT SEPTEMER 30:
Cash and due from banks $ 8,578 $ 7,647
Federal funds sold 1,480 7,275
-------- --------
$ 10,058 $ 14,922
======== ========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest $ 2,473 $ 2,672
======== ========
Cash paid for income taxes $ 675 $ 623
======== ========
</TABLE>
(See notes to the unaudited consolidated financial statements)
8
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NAPA NATIONAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - Comprehensive Income
As of January 1, 1998, the Company adopted Statement of Financial Accounting
Standards No. 130 (SFAS 130), Reporting Comprehensive Income. SFAS 130
establishes new rules for the reporting and display of comprehensive income or
loss and its components; however, the adoption of the Statement had no impact on
the Company's net income or shareholders' equity. SFAS 130 requires unrealized
gains or losses on the Company's available-for-sale securities, which prior to
adoption were reported separately in shareholders' equity to be included in
other comprehensive income or loss.
The following is a summary of the components of total comprehensive income, net
of related income taxes:
<TABLE>
<CAPTION>
1999 1998
------------------------------ -----------------------------------------------
Third Second First Fourth Third Second First
Quarter Quarter Quarter Quarter Quarter Quarter Quarter
------------------------------ -----------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Net income $ 335 $ 383 $ 318 $ 487 $ 206 $ 338 $ 292
Net unrealized gain (loss) on
available-for-sale
securities (105) (278) (57) (120) 175 (6) (73)
------------------------------ -----------------------------------------------
Total Comprehensive income $ 230 $ 105 $ 261 $ 367 $ 381 $ 332 $ 219
============================== ===============================================
</TABLE>
Note 3 - Extension of Non-Statutory Stock Options
On July 20, 1999, The Board of Directors approved the extension of 10,000 non-
statutory options that expired on September 16, 1999. The new expiration date
is September 16, 2000. Based on current market value of the Company's Common
Stock of $17.85, the extension of the exercise periods for these non-statutory
options resulted in the Company taking a charge against third quarter earnings
of $60,512, net of taxes.
9
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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 nine months ended September 30, 1999 and 1998 and the
financial condition and liquidity of the Company as of September 30, 1999 and
December 31, 1998.
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-KSB for the year ended December 31, 1998.
Financial Condition
The Company's assets increased approximately $8.2 million during the first nine
months of 1999 as compared to the period ended December 31, 1998. The
substantial portion of that increase was due to the increase in non-interest
bearing deposits of $2.0 million, savings deposits of $5.9 million, and interest
bearing transaction deposits of $1.4 million. Time certificates of deposit
comparatively declined $1.4 million. Total assets were $152.3 million at
September 30, 1999 compared with $144.1 million at December 31, 1998. Total
deposits increased to $141.1 million at September 30, 1999 compared with $133.3
million at December 31, 1998.
The loan portfolio of $94.8 million at September 30, 1999 increased $17.2
million as compared to the December 31, 1998 total of $77.6 million. The
allowance for loan losses on September 30, 1999 was $1,786,000 or 1.88% of total
gross loans outstanding. Loan recoveries exceeded loan charge-offs for the
first nine months of 1999 by $115,000. In the opinion of management, the
allowance for loan losses was considered adequate at September 30, 1999 based on
management's analysis of the risks inherent in the loan portfolio.
The Company's "held to maturity securities" consist of Treasury bonds,
municipals and stock in the Federal Reserve and Federal Home Loan Bank and are
classified as such in accordance with SFAS No. 115. At September 30, 1999, the
"held to maturity" investment portfolio's amortized cost and fair market value
was $3,297,000.
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The Company's available for sale portfolio include collateralized mortgage
obligations and municipal bonds. The Company's general policy is to acquire "A"
rated or better, insured tax-free municipal bonds. Collateralized mortgage
obligations have an average life of five years or less at purchase date. At
September 30, 1999, collateralized mortgage obligations and municipal securities
had an amortized cost of $27,721,000 and $9,904,000, respectively, and a fair
value of $27,359,000 and $9,522,000, respectively.
Results of Operations
The Company's after-tax earnings were $1,036,000 during the first nine months of
1999 compared with $836,000 during the same period in 1998.
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 nine months of 1999, net interest income at $5,193,000 was
$80,000 behind the same period in 1998. The primary cause of the decrease was
the overall decline in interest rates and the impact it had on the loan
portfolio. Yield on loans declined approximately 125 basis points for the nine
months of 1999 as compared to the same period in 1998. That decrease was
mitigated by the decrease in interest expense on interest bearing deposits.
Yield on interest bearing deposits for the first nine months of 1999 was 43
basis points lower than the same time period of 1998. Yield on investments also
showed a decline in yield of approximately 50 basis points. That was in part due
to the decline in Federal Funds rate of 67 basis points. In addition, the
decline in overall rates resulted in the prepayment factor on the collateralized
mortgage obligations to increase. That caused the return of principal faster
than originally predicted. That required premiums on the collateralized mortgage
obligations to be amortized at a more expedited rate and returned principal to
be reinvested at a lower rate. That also assisted in reducing net interest
income as compared to prior year. Fortunately, the Bank has continued to grow
and the increased volume of earning assets has provided the opportunity to
increase net interest income.
Non-interest income increased by $43,000 in the nine months of 1999 as compared
to the same period in 1998. The increase in service charges on deposit accounts
was $60,000. That was mainly a result of increased charges on NSF related items
that increased $54,000 from 1998. Mortgage loan servicing fees have declined as
the Bank has curtailed its interest in processing those types of transactions.
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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 business affairs of the Company. Total non-interest
expenses decreased $16,000 during the first nine months of 1999 when compared
with the first nine months of 1998. Salaries and benefits remained relatively
flat when compared to the same period in 1998. Occupancy expense declined
$85,000. At the end of 1998, the Bank purchased its Main Street building that it
had previously been leasing. That purchase provided the savings experienced in
the occupancy expense category. The remaining non-interest expense increased
$71,000 or 4.9% for the first nine months of 1999 compared to the same period in
1998. This is primarily the result of normal increases in operating expenses.
Capital Ratios and Adequacy
Shareholders equity was $10.2 million or 6.7% of total assets at September 30,
1999 compared with $9.8 million or 6.8% of total assets at December 31, 1998.
The ratio of capital to risk-weighted assets at September 30, 1999 was 11.11%
for the Company and 10.98% 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.
Year 2000
The risks associated with the "Year 2000" problem involve both operational
issues relating to the Bank's data processing systems and the impact of this
problem on the operations of the Bank's customers. Both of these issues could
have a significant negative impact on the Company's financial condition or
results of operations including the level of the Bank's provision for possible
loan and lease losses in future periods. See "Year 2000 Problem."
Year 2000 Problem
The "Year 2000" problem relates to the fact that many computer programs and
other technology utilizing microprocessors only use two digits to represent a
year, such as "98" to represent "1998." In the year 2000, such programs/
processors could incorrectly treat the year 2000 as the year 1900. The Company's
business is dependent on technology and data processing. As a result, it has
created a Year 2000 team whose members are familiar with the Company's business
and operations. This issue has grown in importance as the use of computers and
microprocessors has become more pervasive throughout the economy, and
interdependencies between systems has
12
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multiplied. The issue must be recognized as a business problem, rather than
simply a computer problem, because of the way its effects could ripple through
the economy. The Company could be affected either directly or indirectly by the
Year 2000 issue. This could happen if any of its critical computer systems or
equipment containing embedded logic fail, if the local infrastructure (electric
power, communications, or water system) fails, if its significant vendors are
adversely impacted, or if its borrowers or depositors are significantly impacted
by their internal systems or those of their customers or suppliers.
The Company utilizes ITI banking software which processes on Unisys
equipment for its data processing and mission critical needs. The Company does
not have access to the programming code of the software. The Company is
dependent on this system, as well as personal computers connected on a local
area network.
The Company's business also involves non-IT products and services,
some of which have embedded technology which might not be Year 2000 compliant.
Some non-IT products and services involve various infrastructure issues such as
power, communications and water, as well as elevators, ventilation and air
conditioning equipment. The Company classifies power and communications as non-
IT mission critical systems.
The Company's application software, data processing vendors, computer
operating systems, local area network and the power and communication
infrastructure provide critical support to substantially all of its business and
operations. Failure to successfully complete renovation, validation and
implementation of its mission critical IT systems could have a material adverse
effect on the operations and financial performance of the Company. Moreover,
Year 2000 problems experienced by significant vendors or customers of the
Company or power or communications systems could negatively impact the business
and operations of the Company even if its own critical IT systems are capable of
functioning satisfactorily. Due to the numerous issues and problems which might
arise and lack of guarantees concerning Year 2000 readiness from non-IT service
providers such as power and communication systems vendors, the Company cannot
quantify the potential cost of problems if the Company's renovation and
implementation efforts or the efforts of significant vendors or customers are
not successful.
State of Readiness
The Company has conducted a comprehensive review of its IT systems to
identify the systems that could be affected by the Year 2000 problem and has
developed a plan designed to resolve the problem. The Company believes it has
made continuous progress in addressing all material aspects of the Year 2000
problem.
13
<PAGE>
The Company completed the Awareness and Assessment Phases, as defined by
the Federal Financial Institutions Examination Council (FFIEC), for its IT
systems and Company facilities in 1998 and continues to update its assessment as
needed. The Company has identified mission-critical systems, assessed the state
of Year 2000 compliance of those systems, and developed a plan to correct non-
compliant systems. The Company reports on a regular basis to the Board of
Directors on Year 2000 progress.
The target date established by the FFIEC for substantial completion of
testing for internal mission-critical IT systems was December 31, 1998. At
December 31, 1998, the Company had substantially completed testing of non-Year
2000 compliant IT Systems that were identified as mission-critical. By March
31, 1999 FFIEC Guidelines require that testing by companies relying on service
providers for mission-critical systems should be substantially complete.
External testing with material other third parties (customers, other financial
institutions, business partners, payment system providers, etc.) should have
begun. By June 30, 1999 testing of mission-critical systems should be complete
and implementation should be substantially complete.
Based on information provided by outside service providers and its
testing process the Company believes that its mission critical IT systems are
substantially Year 2000 compliant. The Company intends to work with its vendors
to resolve any other issues discovered during the testing process. The Company
has completed secondary testing, where it was deemed appropriate, by June 30,
1999. The Company is also monitoring the Year 2000 readiness of outside product
and service vendors. The Company cannot test for Year 2000 readiness of its
power and telecommunications vendors, although the Company is monitoring their
readiness. Additionally, at the date of this report, management of the Company
had not identified any serious problems with its mission-critical systems.
Costs
The Company is expensing all period costs associated with the Year
2000 problem. Through December 31, 1998, the amount of such expense had been
approximately $50,000. Management estimates that the Company will incur
approximately an additional $200,000 in Year 2000 related expenses in fiscal
1999. There can be no assurance that these expenses will not increase as
further testing and assessment of vendor and customer readiness and contingency
planning for the Year 2000 continues. The above cost estimates include costs
for consultants, running tests and technical assistance from vendors, as well as
development of contingency plans and costs of communicating with customers
concerning Year 2000 issues
14
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Risks
Because the Company recognizes that its business and operations could
be adversely affected if key business partners fail to achieve timely Year 2000
compliance, the Company is evaluating strategies to manage and mitigate the
risks to the Company of their Year 2000 failures.
Management has identified a long-range, most reasonably likely, worst
case scenario. This scenario suggests that the Year 2000 problem might
negatively impact some significant customers and non-IT vendors/products through
the failure of the customer and/or vendor to be prepared or the impact on them
of the failure of their own vendors and customers. Management believes that
this scenario could occur in conjunction with an economic recession arising from
the Year 2000 problem. The Bank's asset quality and earnings could be adversely
impacted in that event. It is not possible to predict the effect of this Year
2000 scenario on the economic viability of the Bank's customers and the related
adverse impact it may have on Company's financial position and results of
operations, including the level of the Bank's provision for possible loan losses
in future periods. Further there can be no assurance that other possible
adverse scenarios will not occur.
The Company presently believes that, based upon its Year 2000 testing
program and assuming representations of Year 2000 readiness from significant
vendors and customers are accurate, the Year 2000 issue should not pose
significant operational risks for the Company's IT systems. However, other
significant risks relating to the Year 2000 problem are that of the unknown
impact of this problem on the operations of the Bank's customers and vendors,
the impact of infrastructure failures such as power, communications and water on
the Company's IT systems, the economy and future actions which banking or
securities regulators may take.
The Company is making efforts to ensure that its customer base is
aware of the Year 2000 problem. In addition to seminars for and mailings to its
customer base, the Bank has amended its credit policy and credit authorization
documentation to include consideration regarding the Year 2000 problem.
Significant customer relationships have been identified, and such customers are
being contacted by the Bank's account officers to determine whether they are
aware of Year 2000 risks and whether they are taking preparatory actions. An
initial assessment of these customers was substantially completed in late 1998.
The Company is taking follow-up action in 1999 based on the results of this
assessment.
The Company has also attempted to contact major vendors and suppliers
of non-software products and services (including those where products utilize
embedded technology) to determine the Year 2000 readiness of such organizations
and/or the products and services which the Company purchases from such
organizations. The Company is monitoring reports provided by such vendors
regarding their preparations for Year 2000. This is an ongoing process and the
Company intends to continue to monitor information provided by such vendors
through the century date change.
15
<PAGE>
Federal banking regulators have responsibility for supervision and
examination of banks to determine whether they have an effective plan for
identifying, renovating, testing and implementing solutions for Year 2000
processing and coordinating Year 2000 processing capabilities with its
customers, vendors and payment system partners. Examiners are also required to
assess the soundness of an institution's internal controls and to identify
whether further corrective action may be necessary to ensure an appropriate
level of attention to Year 2000 processing capabilities. Management is
currently in compliance with the federal bank regulatory guidelines and
timetables.
Contingency Plans
The FFIEC guidelines indicate that remediation contingency plans may
be necessary for mission-critical applications or systems that have not been
certified as Year 2000 ready. In September 1998, the Company began to develop
high-level remediation contingency plans for applications and systems used by
the Company that are deemed mission-critical. Generally this has involved the
identification of an alternate vendor or other expected actions the Company
could take, as well as the establishment of a trigger date to implement the
contingency plan. The Company is currently working to develop further
contingency plans to address potential business disruptions which might result
from Year 2000 issues.
By June 1999, the Company has completed a Year 2000 business
resumption plan based on a review of reasonable worst-case scenarios. This
business resumption plan is intended to enable the Company to continue to
conduct its core business despite unexpected Year 2000-related failures of
systems or services. This involved, among other things procedures to be
followed in the event of a power failure, communications failure, or system
failure which occurs despite the testing which has been performed. The Company
has tested this plan as of September 30, 1999.
16
<PAGE>
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
As of September 30, 1999, the Company was not party to any significant
legal proceeding.
ITEM 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS
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 - OTHER INFORMATION
None.
ITEM 5 - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits. See Index to Exhibits to this Form 10-QSB, 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 third quarter
of 1999.
17
<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: November 9, 1999 /s/ Brian J. Kelly
---------------------------
Brian J. Kelly
President / COO
Date: November 9, 1999 /s/ Michael D. Irwin
---------------------------
Michael D. Irwin
Chief Financial Officer
18
<PAGE>
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
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.
*Previously filed.
19
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<FISCAL-YEAR-END> DEC-31-1999 DEC-31-1999
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