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Section 1: 8-K (8-K)

Document


 
UNITED STATES
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): November 5, 2018
 
PACIFIC MERCANTILE BANCORP
(Exact name of registrant as specified in its charter)
 
 
California
0-30777
33-0898238
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
 
 
949 South Coast Drive, Costa Mesa, California
92626
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (714) 438-2500
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
 ¨ 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 ¨ 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 ¨ 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 ¨ 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 Emerging growth company ¨ 
If an emerging growth company, indicate by check mark if the registrant has elected to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ 
 






Item 2.02
Results of Operations and Financial Condition
Pacific Mercantile Bancorp (Nasdaq: PMBC), the holding company of Pacific Mercantile Bank (the “Bank”), a wholly owned banking subsidiary, today announced that Tom Vertin, President & Chief Executive Officer and Curt Christianssen, Executive Vice President & Chief Financial Officer, will participate in the Piper Jaffray Western Bank Symposium being held in Newport Beach on November 8, 2018. During the conference, the management team will hold a series of meetings with institutional investors.
During the conferences, the management team will hold a series of meetings with institutional investors. A copy of the presentation slides, updated with the Company’s financial results for the three and nine months ended September 30, 2018, substantially in the form expected to be used in such presentations and meetings, is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information contained in this report and in the exhibit hereto is intended to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liabilities of this section.
Item  9.01
Financial Statements and Exhibits
(d) Exhibits. The following exhibit is being furnished pursuant to Item 2.02 above.
Exhibit
No.
 
Description of Exhibit
 
 
 
 
 
99.1
 
99.2
 






SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.  
 
 
PACIFIC MERCANTILE BANCORP
 
 
 
 
Date: November 5, 2018
 
By:
/s/ THOMAS M. VERTIN
 
 
 
Thomas M. Vertin,
President and Chief Executive Officer



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Section 2: EX-99.1 (EXHIBIT 99.1)

pmbcpjconferenceinvestor
November 2018 INVESTOR PRESENTATION


 
FORWARD LOOKING STATEMENTS This presentation contains statements regarding our expectations, beliefs and views about our future financial performance and our business, trends and expectations regarding the markets in which we operate, and our future plans. Those statements constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, can be identified by the fact that they do not relate strictly to historical or current facts. Often, they include words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “project,” or words of similar meaning, or future or conditional verbs such as “will,” “would,” “should,” “could,” or “may”. Forward-looking statements are based on current information available to us and our assumptions about future events over which we do not have control. Moreover, our business and our markets are subject to a number of risks and uncertainties which could cause our actual financial performance in the future, and the future performance of our markets (which can affect both our financial performance and the market prices of our shares), to differ, possibly materially, from our expectations as set forth in the forward-looking statements contained in this presentation. In addition to the risk of incurring loan losses, which is an inherent risk of the banking business, these risks and uncertainties include, but are not limited to, the following: the risk that the economic recovery in the United States, which is still relatively fragile, will be adversely affected by domestic or international economic conditions, which could cause us to incur additional loan losses and adversely affect our results of operations in the future; the risk that our results of operations in the future will continue to be adversely affected by our exit from the wholesale residential mortgage lending business and the risk that our commercial banking business will not generate the additional revenues needed to fully offset the decline in our mortgage banking revenues within the next two to three years; the risk that our interest margins and, therefore, our net interest income will be adversely affected by changes in prevailing interest rates; the risk that we will not succeed in further reducing our remaining nonperforming assets, in which event we would face the prospect of further loan charge-offs and write-downs of other real estate owned and would continue to incur expenses associated with the management and disposition of those assets; the risk that we will not be able to manage our interest rate risks effectively, in which event our operating results could be harmed; the prospect that government regulation of banking and other financial services organizations will increase, causing our costs of doing business to increase and restricting our ability to take advantage of business and growth opportunities. Additional information regarding these and other risks and uncertainties to which our business is subject are contained in our Annual Report on Form 10-K for the year ended December 31, 2017 which is on file with the SEC as well as subsequent Quarterly Reports on Form 10-Q that we file with the SEC. Due to these and other risks and uncertainties to which our business is subject, you are cautioned not to place undue reliance on the forward-looking statements contained in this news release, which speak only as of its date, or to make predictions about our future financial performance based solely on our historical financial performance. We disclaim any obligation to update or revise any of the forward-looking statements as a result of new information, future events or otherwise, except as may be required by law. 2


 
CORPORATE OVERVIEW _________________________________ PACIFIC MERCANTILE BANK IS A FULL SERVICE BUSINESS BANK SERVING SOUTHERN CALIFORNIA . Bank founded in 1999 . $1.3 billion in total assets . 7 locations in Southern California . Focused on serving small- and middle-market businesses CORPORATE HEADQUARTERS COSTA MESA, CALIFORNIA 3


 
OFFICE LOCATIONS _________________________________ NEWPORT BEACH CENTURY CITY IRVINE SPECTRUM COSTA MESA LA HABRA ONTARIO SAN DIEGO 4


 
EXECUTIVE MANAGEMENT TEAM _________________________________ Thomas M. Vertin Curt A. Christianssen Thomas Inserra President & Chief Executive Officer EVP / Chief Financial Officer EVP / Chief Credit Officer Thomas M. Vertin became President and CEO of Pacific Mercantile Bank on January 1, 2016, Curt A. Christianssen joined Pacific Mercantile Bancorp and the Bank as Chief Financial Officer Thomas Inserra joined Pacific Mercantile Bank in May 2016. Thomas leads all credit functions for after joining the Bank as President of Commercial Banking in September 2012. Tom’s 33 years of effective January 1, 2015, a role in which he had served on an interim basis since December, the Bank, with the goal of supporting PMB’s growth initiatives in a manner that achieves high banking experience includes an executive-in-residence engagement at Carpenter and Company, 2013. Until October of 2018, he also served as Executive Vice President and Chief Financial quality, reliable earnings for shareholders while also serving the local business community’s need and 18 years with Silicon Valley Bank (SVB), where he served as Chief Operating Officer, Head of Officer of the Carpenter Community BancFund, a private equity-funded bank holding company, for capital in support of their growth objectives. With over 25 years of banking experience, the California Division, and Head of Global Sales and Service. Tom began his banking career at CCFW, Inc. d/b/a Carpenter & Company, a bank consulting firm, and Seapower Carpenter Capital, Thomas’s background includes significant executive leadership roles in commercial banking Bank of America in Northern California. Earlier in his banking career, he taught finance for eight Inc., a broker/dealer subsidiary of CCFW. Prior to beginning in the interim role, Curt served in a credit, as a credit risk advisor to financial institutions, and as a Washington, D.C.-based federal years at San Jose State University. Prior to his career in banking, he served for 3 years with the similar interim role at Manhattan Bancorp and the Bank of Manhattan since 2012. He has served banking regulator. Most recently he served as EVP and SVP with Susquehanna Bank and World Health Organization in Geneva, Switzerland. Throughout his career Tom has served on as Executive Vice President and Chief Financial Officer of the Carpenter Community BancFund Susquehanna Bancshares, Inc., an $18 billion bank and holding company. Thomas previously numerous non-profit and philanthropic boards and is an active public speaker on topics of since 1999. From 1996 to 1999, Curt served as Chief Financial Officer and Director of Corporate held leadership roles with Citibank, FDIC and Household International. leadership, entrepreneurship and innovation. Development for Dartmouth Capital Group and Eldorado Bancshares, Inc. Robert Anderson Curtis Birkmann Maxwell G. Sinclair EVP / Chief Banking Officer EVP / Chief Technology Officer EVP / Chief Compliance Officer Robert Anderson joined Pacific Mercantile Bank in 2013 as Executive Vice President/Asset Based Curtis Birkmann joined Pacific Mercantile Bank in August 2015 as Deputy Chief Technology Maxwell G. Sinclair has served as Executive Vice President and Chief Compliance Officer of the Lending and was promoted to Chief Banking Officer in January 2017. During Robert's time at the Officer and was promoted to Chief Technology Officer in January 2016. Prior to joining the bank, Company and the Bank since January 2011. Prior to joining Pacific Mercantile Bank, Maxwell bank he has helped to build our asset-based lending division and has helped to pursue new Curtis was Chief Information Officer at Bank of Manhattan, N.A. for five years. Earlier in his career, served as Vice President/Compliance and BSA Manager at Zions Bancorporation subsidiary growth opportunities through the development of new products and services and the entrance into Curtis spent 16 years with Corcen Data International Inc., working for the United States Army's California Bank & Trust from December 2005 to January 2011. During his five years at Zions new markets. Prior to joining the bank, Robert spent 17 years with Silicon Valley Bank, where he Strategic Battle Command, as a Senior Software Engineer and Senior Program Manager. Bancorporation (California Bank & Trust), Maxwell held various other positions in compliance and started his banking career. Robert held various positions at Silicon Valley Bank, most recently risk management. Maxwell has more than 23 years of experience in the banking industry, with overseeing the Orange County office, at which he was responsible for their banking and lending most of his years of experience in compliance and audit and risk management. relationships in the technology, life science and clean tech markets. 5


 
BOARD OF DIRECTORS _________________________________ Name Title Tenure Select Experience Edward J. Carpenter Chairman of the Board ~6 years . Founder, Chairman, Chief Executive Officer and Principal of Seapower Carpenter Capital, Inc. . Founder, Chairman, Chief Executive Officer and Principal of Carpenter & Company Romir Bosu Director ~4 years . Chief Executive Officer of Compushare Limited John D. Flemming Director ~6 years . President and Chief Operating Officer of Carpenter & Company Michael P. Hoopis Director ~6 years . Chief Executive Officer and President of Targus Group International, Inc. Denis P. Kalscheur Director ~4 years . Vice Chairman and Chief Executive Officer of Aviation Capital Group Corp. David J. Munio Director ~3 years . Chief Credit Officer of Wells Fargo & Company . Various executive positions at First Interstate Bank John Thomas, M.D. Director ~19 years . Medical director of San Clemente Tumor Medical Center Thomas M. Vertin Director ~3 years . President, Chief Executive Officer and Director of PMBC and Pacific Mercantile Bank Stephen P. Yost Director ~5 years . Principal of Kestrel Advisors 6


 
MARKET POSITIONING _________________________________ Differentiating Strategy to Target Business Clients “We Help Companies Succeed” Small‐ to Medium‐ Horizon  Service/Products Sized Businesses Analytics • Customized Commercial  • Need for financial  Loans guidance • Financial analysis • Asset Based Lending • Limited internal  • Business planning • Owner Occupied RE financial sophistication • Modeling and  • Treasury Management • Limited outside  forecasting • Value driven pricing advisory support • Balance sheet  management Approximately 70% of new relationships  being brought into the Bank are C&I operating companies 7


 
HORIZON ANALYTICS _________________________________ A Unique Marketing Tool That Enables Relationship Managers to Tailor Business Discussions to Current and Potential Customers’ Needs . Target operating companies with annual revenues between $10 million and $75 million . Identified industry verticals for which there are over 20,000 businesses in service area • Primarily manufacturing, distribution and service industries . 2017 – acquired 33 operating company relationships; 1Q-3Q 2018 – acquired 39 operating company relationships • Average loan commitment of ~2.5 million; ~30% - 40% self funded in DDA Peer Company Financial Performance Comparison US and California Client Provided Industry Research Financials and Report Database Aspirations Interview Synthesis and Company Valuation Impact Analysis Scenario Modeling for Modeled Scenarios Private Company Financial Statement Database Comprised of Over 1 Million Sets of Financial Statements Recommended Next Steps Partnering with Pacific Mercantile Bank . Competitive advantage with 70% success rate when using Horizon Analytics . Streamlines underwriting and allows loan pricing flexibility (+50 to 75 bps) . Relationships include loans, deposits and treasury management services . Increased retention by providing ongoing analysis and recommendations 8


 
IMPROVING PROFITABILITY _________________________________ Catalysts Driving Improved Profitability Pre‐Tax Income and Earnings per Share $5.0 $0.20 . Higher average loan balances $0.18 $0.17 $0.16 $0.16 $4.0 $4.3 $3.8 $0.15 . Higher non-interest income $3.8 $3.7 $3.0 $0.11 $0.10 . Stable expense levels $2.6 $0.10 $2.0 $2.2 $0.05 . Improving credit quality $1.0 $0.0 $0.00 2Q17 3Q17 4Q17 1Q18 2Q18 3Q18 Return on Average Assets Return on Average Tangible Common Equity 1.50% 15.00% 14.13% 1.27% 13.93% 1.27% 1.16% 1.13% 12.63% 11.59% 1.00% 0.86% 10.00% 0.77% 9.57% 0.50% 8.63% 0.00% 5.00% 2Q17 3Q17 4Q17 1Q18 2Q18 3Q18 2Q17 3Q17 4Q17 1Q18 2Q18 3Q18 2Q18 EPS excludes the reversal of the valuation allowance against the Company’s deferred tax assets ($11.1 million) 9


 
LOAN PORTFOLIO FOCUS ON RELATIONSHIP LENDING _________________________________ $ 731 Million as of $ 1.08 Billion as of December 31, 2012 September 30, 2018 SFR, 2.0% Other Other, 8.9% 7.0% CRE: all SFR, CRE: all Multifamily, other, 21.5% 11.9% other, 20.6% 8.2% Multifamily, 14.4% CRE: owner- occupied, CRE: owner- 22.7% Commercial, occupied, Commercial, 38.4% 21.0% 23.4% 46.1% Relationship Loans 59.4% Relationship Loans 10


 
LOAN PRODUCTION TRENDS _________________________________ . Branch repositioning strategy has put more of the staff in business development roles . Better sales execution and leveraging the competitive advantages of Horizon Analytics . Growth in core portfolios (C&I and owner-occupied CRE) offset by runoff in non-core portfolios New Loan C&I Total Loans Outstanding Commitments Line Utilization ($ in millions) ($ in millions) $100.0 80% $1,100 $87.7 12.5% Loan Growth $80.0 75% in 2017 $1,081 $70.6 70% $1,064 $60.1 64.1% $1,060 62.9% 65% $1,059 62.1% $50.0 63.2% 60% $1,050 $1,040 59.4% $32.6 55% 50% 45% $0.0 40% $1,000 3Q17 4Q17 1Q18 2Q18 3Q18 9/30/17 12/31/17 3/31/18 6/30/18 9/30/18 11


 
C&I DRIVING LOAN GROWTH _________________________________ . Focus on operating companies driving growth in C&I loan portfolio . Intentional run-off of investor-owned CRE, multi-family and construction loans impacting total loan growth Total C&I Loans Outstanding All Other Loans Outstanding ($ in millions) ($ in millions) $450 $700 14.0% C&I Loan Growth Over Past 12 Months $415 $676 $403 $670 $664 $666 $400 $394 $396 $656 $650 $364 $350 $300 $600 9/30/17 12/31/17 3/31/18 6/30/18 9/30/18 9/30/17 12/31/17 3/31/18 6/30/18 9/30/18 12


 
LOAN REPRICING DATA _________________________________ 12 Month Loan Repricing Schedule 12 Month Loan Repricing by Type ($ in millions) $600 5% 14% $612 million, or 57% of  12% $487.4 total loans, will reprice  Fixed Rate over the next 12 months Prime SWAP $400 69% UST $200 Loan Type Amount Variable – Prime $433,699 $76.7 Variable – UST $105,300 $48.2 Variable – SWAP $164,311 $0 Fixed $368,651 Re-Pricing 4Q18 Re-Pricing 1Q19 Re-Pricing 2Q/3Q19 Total Loan Portfolio $1,071,961 Fixed Rate Mat/Amort. Prime SWAP UST 13


 
ASSET QUALITY _________________________________ . New CCO hired in 2016 implemented best-in-class loan monitoring and underwriting standards . Substantial reduction in problem assets in 2017-2018 . Credit losses trending at very low levels Classified Assets Total Non-Performing Loans ($ in millions) ($ in millions) $30.0 $12 $10.3 $10 $20.6 $20.0 $19.1 $8 $6.8 $6.4 $14.8 $5.9 $12.9 $13.6 $6 $5.3 $10.0 $4 $2 $0.0 $0 9/30/17 12/31/17 3/31/18 6/30/18 9/30/18 9/30/17 12/31/17 3/31/18 6/30/18 9/30/18 14


 
DEPOSIT COMPOSITION FOCUSED ON CORE DEPOSITS _________________________________ Core Deposits as a Percentage of Total Deposits $1.12 Billion as of September 30, 2018 80.0% 74.2% 75.0% 75.0% 70.0% 68.6% 68.3% Certificates of Deposit Non-Interest 65.0% 25.5% 60.6% Bearing 60.0% 30.1% 55.0% 51.5% 50.0% Interest Savings/Money Checking 45.0% 43.1% Market 7.2% 37.2% 40.0% 12/31/12 12/31/13 12/31/14 12/31/15 12/31/16 12/31/17 9/30/18 15


 
IMPROVING FUNDING PROFILE _________________________________ 2.50% Throughout rising interest rate cycle, cost of deposits has gone from 45 bps above Fed Funds to 83 bps below Fed Funds 2.00% 1.93% 1.74% 1.50% 1.45% 1.20% 1.06% 1.10% 1.00% 0.89% 0.78% 0.55% 0.49% 0.52% 0.50% 0.45% 0.16% 0.10% 0.00% 4Q14 4Q15 4Q16 4Q17 1Q18 2Q18 3Q18 Average Fed Funds Rate Total Cost of Deposits 16


 
2018 DEPOSIT BETA TREND _________________________________ Quarterly Deposit Betas(1) 44% 59% 21% 2.50% 2.00% 1.93% 1.74% 1.50% 1.45% 1.20% 1.06% 1.10% 1.00% 0.89% 0.78% 0.50% 0.00% 4Q17 1Q18 2Q18 3Q18 Average Fed Funds Rate Total Cost of Deposits (1) Calculated as the quarter-over-quarter change in total cost of deposits divided by change in average Fed Funds rate 17


 
TIME DEPOSIT MATURITY SCHEDULE _________________________________ Time Deposits expected to decline in 2018 and 2019 ($ in millions) $150.0 $121.5 $100.0 $68.2 $49.6 $50.0 $45.0 $0.0 Maturing in 0-3 Months Maturing in 3-6 Months Maturing in 6-12 Months Maturing in Over 1 Year 18


 
Improving Operating Leverage _________________________________ Efficiency Ratio 100% 97.5% 94.7% 90% 1Q-3Q 2018 vs. 1Q-3Q 2017 . Revenue up 10.7% . Non-interest expense up 0.7% 80% 78.5% 72.0% 70.3% 70% 68.5% 60% 2015 2016 2017 1Q18 2Q18 3Q18 19


 
STRONG CAPITAL POSITION _________________________________ PM BANK WELL-CAPITALIZED REQUIREMENT 12.8% 14.0% 11.7% 11.7% 12.0% 10.0% 10.0% 8.0% 8.0% 6.5% 6.0% 4.0% 2.0% 0.0% COMMON EQUITY TIER 1 TIER 1 CAPITAL RATIO TOTAL CAPITAL RATIO CAPITAL RATIO As of September 30, 2018 20


 
OUTLOOK _________________________________ Continued strong commercial loan growth . Runoff from non-core loan portfolios will impact total loan growth Enhancing focus on core deposit gathering . Targeting improvement in deposit mix and reduced cost of funds Increasing net interest margin . Well positioned to benefit from rising interest rates Higher non-interest income . New business clients using more treasury management products Modest expense growth . Continued improvement in efficiency ratio Stable credit quality with manageable credit costs Leading to steady increase in profitability 21


 
Investor Relations: Curt Christianssen (714) 438-2531 [email protected] 22


 
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Section 3: EX-99.2 (EXHIBIT 99.2)

Exhibit
Exhibit 99.2

395636668_pmbclogousethisone.jpg

Pacific Mercantile Bancorp to Participate in the
Piper Jaffray Western Bank Symposium

Costa Mesa, CA.- November 5, 2018 - Pacific Mercantile Bancorp (Nasdaq: PMBC), the holding company of Pacific Mercantile Bank (the “Bank”), a wholly owned banking subsidiary, today announced that Tom Vertin, President & Chief Executive Officer, and Curt Christianssen, Executive Vice President & Chief Financial Officer, will participate in the Piper Jaffray Western Bank Symposium being held in Newport Beach on November 8, 2018. During the conference, the management team will hold a series of meetings with institutional investors.
A copy of the investor presentation to be used during the meetings will be made available on the Presentations page of the Company’s investor relations website.
About Pacific Mercantile Bancorp
Pacific Mercantile Bancorp (Nasdaq: PMBC) is the parent holding company of Pacific Mercantile Bank, which opened for business March 1, 1999. The Bank, which is an FDIC insured, California state-chartered bank and a member of the Federal Reserve System, provides a wide range of commercial banking services to businesses, business professionals and individual clients. The Bank is headquartered in Orange County and operates a total of seven offices in Southern California, located in Orange, Los Angeles, San Diego, and San Bernardino counties. The Bank offers tailored flexible solutions for its clients including an array of loan and deposit products, sophisticated cash management services, and comprehensive online banking services accessible at www.pmbank.com
###
Contact:
Curt Christianssen
Chief Financial Officer
714-438-2500



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