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MID-STATE BANCSHARES
10-Q, 2000-08-08
STATE COMMERCIAL BANKS

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United States
Securities and Exchange Commission
Washington, D.C. 20429

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FORM 10-Q

/x/	Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2000.

/ /	Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from N/A to N/A.

Commission File Number 000-23925

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MID-STATE BANCSHARES
(Exact name of registrant as specified in its charter)

Issuer's Telephone Number: (805) 473-7700

Securities to be registered under Section 12(b) of the Act: None

Securities to be registered under Section 12(g) of the Act:

Common Stock, no par value
(Title of class)

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    Check whether the Bank (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or 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 August 4, 2000, the aggregate market value of the common stock held by non-affiliates of the Company was: $294,871,038.

    Number of shares of common stock of the Company outstanding as of August 4, 2000: 11,014,517 shares.

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Mid-State Bancshares
June 30, 2000
Index

			Page
PART I—FINANCIAL INFORMATION
Item 1—	Financial Statements		3
	Consolidated Statements of Financial Position as of June 30, 2000, December 31, 1999, and June 30, 1999		3
	Consolidated Statements of Income for the three month and six month periods ended June 30, 2000 and June 30, 1999		4
	Consolidated Statements of Comprehensive Income for the three month and six month periods ended June 30, 2000 and June 30, 1999		5
	Consolidated Statements of Cash Flows for the six month period ended June 30, 2000 and June 30, 1999		6
	Notes to Consolidated Financial Statements		7
Item 2—	Management's Discussion and Analysis of Financial Condition and Results of Operations		9
Item 3— PART II—OTHER INFORMATION			13
Item 1—	Legal Proceedings		15
Item 2—	Changes in Securities and Use of Proceeds		15
Item 3—	Defaults Upon Senior Securities		15
Item 4—	Submission of Matters to a Vote of Security Holders		15
Item 5—	Other Information		15
Item 6—	Exhibits and Reports on Form 8-K		15

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PART I—FINANCIAL INFORMATION

Item 1—Financial Statements

Mid-State Bancshares

Consolidated Statements of Financial Position

(Interim Periods Unaudited—figures in 000's)

				June 30, 2000			Dec. 31, 1999			June 30, 1999
ASSETS
Cash and Due From Banks				$	75,159		$	56,080		$	76,063
Fed Funds Sold					10,000			17,500			46,200
Investment Securities:
	Available For Sale				354,226			433,898			502,754
	Held-to-Maturity (Market value of $29,160, $31,075 and $35,111, respectively)				29,457			31,383			35,135
Loans, net of unearned income					859,286			768,814			687,146
Allowance for Loan Losses					(13,000	)		(13,105	)		(14,211	)
Net Loans					846,286			755,709			672,935
Premises and Equipment, Net					28,378			29,282			30,746
Accrued Interest Receivable					11,072			12,014			11,701
Investments in Real Estate, Net					1,317			1,517			2,892
Other Real Estate Owned, Net					837			—			120
Other Assets					18,198			17,835			16,614
	Total Assets			$	1,374,930		$	1,355,218		$	1,395,160
LIABILITIES AND EQUITY
Non-Interest Bearing Demand				$	252,280		$	230,271		$	255,027
NOW Accounts, Money Market and Savings Deposits					604,203			611,119			609,604
Time Deposits Under $100					226,636			227,546			236,136
Time Deposits $100 or more					104,942			99,518			115,710
	Total Deposits				1,188,061			1,168,454			1,216,477
Other Borrowings					7,784			15,357			10,158
Accrued Interest Payable and Other Liabilities					15,221			11,076			14,061
	Total Liabilities				1,211,066			1,194,887			1,240,696
Shareholders' Equity:
Common Stock and Surplus (Shares Outstanding of 11,076, 11,287 and 11,208, respectively)					53,826			59,681			58,550
Retained Earnings					113,980			104,357			97,050
Accumulated Other Comprehensive Loss, Net					(3,942	)		(3,707	)		(1,136	)
	Total Equity				163,864			160,331			154,464
	Total Liabilities and Equity			$	1,374,930		$	1,355,218		$	1,395,160

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Mid-State Bancshares

Consolidated Statements of Income

(Unaudited—figures in 000's except earnings per share data)

				Three Month Period Ended June 30,						Six Month Period Ended June 30,
				2000			1999			2000			1999
Interest Income:
	Interest and fees on loans			$	20,859		$	16,240		$	40,784		$	32,532
	Interest on investment securities—taxable				4,216			6,542			8,988			13,197
	Interest on investment securities—tax exempt				1,374			951			2,750			1,645
	Interest on fed funds sold, other				304			635			516			1,411
		Total Interest Income			26,753			24,368			53,038			48,785
Interest Expense:
	Interest on NOW, money market and savings				2,321			2,393			4,697			4,831
	Interest on time deposits less than $100				2,851			3,031			5,530			5,865
	Interest on time deposits of $100 or more				1,369			985			2,624			2,297
	Interest on mortgages, other				111			69			245			140
		Total Interest Expense			6,652			6,478			13,096			13,133
Net Interest Income before provision					20,101			17,890			39,942			35,652
Less: Provision for loan losses					100			15			100			30
Net Interest Income after provision					20,001			17,875			39,842			35,622
Other operating income:
	Service charges and fees				1,753			1,639			3,510			3,278
	Other non-interest income				2,739			3,053			5,357			5,349
		Total other operating income			4,492			4,692			8,867			8,627
Other operating expense:
	Salaries and employee benefits				7,744			7,407			15,862			15,007
	Occupancy and furniture				2,124			2,155			4,202			4,096
	Other operating expenses				4,245			4,097			8,282			8,019
		Total other operating expense			14,113			13,659			28,346			27,122
Income before taxes					10,380			8,908			20,363			17,127
Provision for income taxes					3,603			2,958			7,159			5,542
Net Income				$	6,777		$	5,950		$	13,204		$	11,585
Earnings per share—basic				$	0.61		$	0.53		$	1.17		$	1.03
—diluted				$	0.60		$	0.53		$	1.16		$	1.03

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Mid-State Bancshares

Consolidated Statements of Comprehensive Income

(Unaudited—figures in 000's)

			Three Month Period Ended June 30,						Six Month Period Ended June 30,
			2000			1999			2000			1999
Net Income			$	6,777		$	5,950		$	13,204		$	11,585
Unrealized gains (losses) on securities available for sale:
Unrealized holding gains (losses) arising during period				920			(6,275	)		(396	)		(9,174	)
Less: reclassification adjustment for losses included in net income				—			—			4			—
Other comprehensive income (loss), before tax				920			(6,275	)		(392	)		(9,174	)
Income tax provision (benefit) related to items in comprehensive income				368			(2,429	)		(157	)		(3,655	)
Other Comprehensive Income (Loss), Net of Taxes				552			(3,846	)		(235	)		(5,519	)
Comprehensive Income			$	7,329		$	2,104		$	12,969		$	6,066

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Mid-State Bancshares

Consolidated Statements of Cash Flows

(Unaudited—figures in 000's)

					Six Month Period Ended June 30,
					2000			1999
OPERATING ACTIVITIES
	Net Income				$	13,204		$	11,585
	Adjustments to reconcile net income to net cash provided by operating activities:
	Provision for loan losses					100			30
	Depreciation and amortization					1,886			1,815
	Net amortization of premiums and discounts on investments					687			1,301
	Changes in assets and liabilities:
			Accrued interest receivable			942			(61	)
			Other assets			(363	)		(2,191	)
			Other liabilities			4,145			2,368
	Net cash provided by operating activities					20,601			14,847
INVESTING ACTIVITIES
	Net cash from proceeds of real estate					200			4,076
	Proceeds from sales and maturities of investments					85,156			117,565
	Purchases of investments					(4,636	)		(136,191	)
	Increase in loans					(91,309	)		(11,665	)
	(Purchases) sales of premises and equipment, net					(982	)		42
	Other changes, net					(242	)		753
	Net cash used in investing activities					(11,813	)		(25,420	)
FINANCING ACTIVITIES
	Increase (decrease) in deposits					19,607			(8,002	)
	(Decrease) increase in short-term borrowings					(7,573	)		7,109
	Exercise of stock options					229			218
	Cash dividends paid					(3,388	)		(2,422	)
	Repurchase of common stock					(6,084	)		(489	)
	Net cash provided by (used in) financing activities					2,791			(3,586	)
	Increase (decrease) in cash and cash equivalents					11,579			(14,159	)
	Cash and cash equivalents, beginning of period					73,580			136,422
	Cash and cash equivalents, end of period				$	85,159		$	122,263
Supplemental disclosure of cash flow information:
	Cash paid during the period for interest				$	13,217		$	13,239
	Cash paid during the period for taxes on income					5,700			4,700

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Mid-State Bancshares

Notes to Consolidated Financial Statements

(Information with respect to interim periods is unaudited)

NOTE A—BASIS OF PRESENTATION AND MANAGEMENT REPRESENTATION

    The accompanying consolidated financial statements include the accounts of Mid-State Bancshares and its wholly owned subsidiary Mid-State Bank which includes the Bank and the Bank's subsidiaries, MSB Properties and Mid Coast Land Company (collectively the "Company," "Bank" or "Mid-State"). All significant intercompany transactions have been eliminated in consolidation. These consolidated financial statements should be read in conjunction with the Form 10-K Annual Report for the year ended December 31, 1999 of Mid-State Bancshares. A summary of the Company's significant accounting policies is set forth in the Notes to Consolidated Financial Statements contained therein.

    These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States on a basis consistent with the accounting policies reflected in the audited consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 1999. They do not, however, include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments including normal recurring accruals considered necessary for a fair presentation have been included. Operating results for the interim periods presented are not necessarily indicative of the results that may be expected for any other interim period or for the year as a whole.

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NOTE B—EARNINGS PER SHARE

    The following is a reconciliation of net income and shares outstanding to the income and number of shares used to compute Earnings Per Share ("EPS"). Figures are in thousands, except earnings per share data (unaudited).

			Three Month Period Ended June 30, 2000								Three Month Period Ended June 30, 1999
			Earnings			Shares		EPS			Earnings			Shares		EPS
Net Income as reported			$	6,777							$	5,950
Basic Earnings Per Share:
	Income available to Common Shareholders		$	6,777		11,189		$	0.61		$	5,950		11,206		$	0.53
Effect of dilutive securities:
	Stock Options					120								85
Diluted Earnings Per Share:
	Income available to Common Shareholders		$	6,777		11,309		$	0.60		$	5,950		11,291		$	0.53

			Six Month Period Ended June 30, 2000								Six Month Period Ended June 30, 1999
			Earnings			Shares		EPS			Earnings			Shares		EPS
Net Income as reported			$	13,204							$	11,585
Basic Earnings Per Share:
	Income available to Common Shareholders		$	13,204		11,242		$	1.17		$	11,585		11,202		$	1.03
Effect of dilutive securities:
	Stock Options					120								85
Diluted Earnings Per Share:
	Income available to Common Shareholders		$	13,204		11,362		$	1.16		$	11,585		11,287		$	1.03

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Item 2—Management's Discussion and Analysis of Financial Condition and Results of Operations

    Selected Financial Data—Summary. The following table provides certain selected financial data as of and for the three and six month periods ended June 30, 2000 and 1999 (unaudited).

			Quarter Ended						Year-to-Date
(In thousands, except per share data)			June 30, 2000			June 30, 1999			June 30, 2000			June 30, 1999
			(Unaudited)
Interest Income (not taxable equivalent)			$	26,753		$	24,368		$	53,038		$	48,785
Interest Expense				6,652			6,478			13,096			13,133
Net Interest Income				20,101			17,890			39,942			35,652
Provision for Loan Losses				100			15			100			30
Net Interest Income after provision for loan losses				20,001			17,875			39,842			35,622
Non-interest income				4,492			4,692			8,867			8,627
Non-interest expense				14,113			13,659			28,346			27,122
Income before income taxes				10,380			8,908			20,363			17,127
Provision for income taxes				3,603			2,958			7,159			5,542
Net Income			$	6,777		$	5,950		$	13,204		$	11,585
Per share:
Net Income—basic			$	0.61		$	0.53		$	1.17		$	1.03
Net Income—diluted			$	0.60		$	0.53		$	1.16		$	1.03
Weighted avg. shares used in Basic E.P.S. calculation				11,189			11,206			11,242			11,202
Weighted avg. shares used in Diluted E.P.S. calculation				11,309			11,291			11,362			11,287
Cash dividends				0.16			0.11			0.32			0.22
Book value at period-end										14.79			13.78
Ending Shares										11,076			11,208
Financial Ratios
Return on assets				1.99%			1.73%			1.94%			1.70%
Return on equity				16.63%			15.50%			16.28%			15.29%
Net interest margin (not taxable equivalent)				6.42%			5.69%			6.40%			5.73%
Net interest margin (taxable equivalent yield)				6.72%			5.89%			6.69%			5.90%
Net loan losses to avg. loans				0.01%			(0.12)%			0.05%			0.08%
Efficiency ratio				57.4%			60.5%			58.1%			61.3%

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		Quarter Ended						Year-to-Date
(In thousands, except per share data)		June 30, 2000			June 30, 1999			June 30, 2000			June 30, 1999
		(Unaudited)
Period Averages
Total Assets		$	1,371,989		$	1,382,231		$	1,367,357		$	1,378,005
Total Loans			838,248			667,427			818,743			664,896
Total Earning Assets			1,258,316			1,260,691			1,255,822			1,255,692
Total Deposits			1,187,691			1,208,369			1,190,481			1,208,204
Common Equity			163,890			154,000			163,124			152,778
Balance Sheet—At Period-End
Cash and due from banks								$	75,159		$	76,063
Investments and Fed Funds Sold									393,683			584,089
Loans, net of deferred fees, before allowance for loan losses									859,286			687,146
Allowance for Loan Losses									(13,000	)		(14,211	)
Other assets									59,802			62,073
Total Assets								$	1,374,930		$	1,395,160
Non-interest bearing deposits								$	252,280		$	255,027
Interest bearing deposits									935,781			961,450
Other borrowings									7,784			10,158
Other liabilities									15,221			14,061
Shareholders' equity									163,864			154,464
Total Liabilities and Shareholders' Equity								$	1,374,930		$	1,395,160
Asset Quality & Capital—At Period-End
Non-accrual loans								$	5,616		$	1,682
Loans past due 90 days or more									1,978			1,722
Other real estate owned									837			120
Total non performing assets								$	8,431		$	3,524
Loan loss allowance to loans, gross									1.5%			2.1%
Non-accrual loans to total loans, gross									0.7%			0.2%
Non performing assets to total assets									0.6%			0.3%
Allowance for loan losses to non performing loans									171.2%			417.5%
Equity to average assets (leverage ratio)									12.1%			11.2%
Tier One capital to risk-adjusted assets									15.8%			17.0%
Total capital to risk-adjusted assets									17.0%			18.2%

    Performance Summary.  The Company posted net income of $6.8 million for the three months ended June 30, 2000 compared to $6.0 million in the like 1999 period. These earnings represent an annualized return on assets of 1.99% and 1.73%, respectively, for the comparable periods. The annualized return on equity was 16.63% for the second quarter of 2000 compared to 15.50% in the second quarter of 1999. On a per share basis, diluted earnings were $0.60 in the 2000 period compared to $0.53 in the like quarter of 1999.

    For the six months year-to-date, the Company posted net income of $13.2 million in 2000 compared to $11.6 million in the like 1999 period. These earnings represent an annualized return on assets of 1.94% and 1.70%, respectively, for the comparable periods. The annualized return on equity was 16.28% for the first six months of 2000 compared to 15.29% in the 1999 six month period. On a per share basis, diluted earnings were $1.16 in the 2000 period compared to $1.03 in 1999.

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    Net Interest Income.  Mid-State's annualized yield on interest earning assets was 8.50% for the first six months of 2000 (8.79% on a taxable equivalent basis) and 8.55% (8.85% on a taxable equivalent basis) for the second quarter of 2000. This compares to 7.84% in the 6 month 1999 period (8.01% on a taxable equivalent basis) and 7.75% in the second quarter of 1999 (7.95% on a taxable equivalent basis). This increase in yield is related to a change in mix of earning assets (average loans represented 65.1% of earning assets in the first half of 2000 compared to 53.0% one year earlier) and to the rise in interest rates when comparing the two periods. The Prime Rate, to which many of the Bank's loans are tied, averaged 9.02% in the first half of 2000 compared to 7.75% in the 1999 period. Conversely, annualized interest expense as a percent of earning assets remained comparable to the prior year. In the first half of 1999, annualized interest expense represented 2.11% of earning assets compared to 2.10% in this year's first half. Similarly, the annualized interest expense in the second quarter of this year was 2.13% compared to 2.06% in the like quarter of 1999. Overall, Mid-State's annualized net interest income, expressed as a percent of earning assets, improved from 5.73% for the six month period of 1999 (5.90% on a taxable equivalent basis) to 6.40% in the comparable 2000 period (6.69% on a taxable equivalent basis). For the second quarter of 2000 compared to the second quarter of 1999, net interest income, expressed as a percent of earning assets, improved from 5.69% (5.89% taxable equivalent) to 6.42% (6.72% taxable equivalent).

    Average earning assets for the six months ended June 30, 2000 were comparable to the like 1999 period ($1,255.8 million compared to $1,255.7 million). Average deposits in this same time-frame were down $17.7 million, ($1,190.5 million compared to $1,208.2 million), reflecting a conscious decision to reduce dependence on certain high cost brokered deposits acquired through the Bank's recent merger with City Commerce Bank. In comparing second quarter 2000 to second quarter 1999, average earning assets declined slightly from $1,260.7 million one year ago to $1,258.3 million and average deposits declined $20.7 million from $1,208.4 million one year ago to $1,187.7 million.

    Provision and Allowance for Loan Losses.  The Bank made a provision to the allowance for loan losses of $100 thousand in the second quarter of 2000 which equated to the six month year-to-date amount. The Bank provided $15 thousand in the comparable 1999 quarter and $30 thousand for the 6 month period ended June 30, 1999. Management continues to believe that the allowance, which stands at 1.5% of total loans at June 30, 2000, down from 2.1% one year earlier, is adequate to cover future losses. The $13.0 million allowance is about 154% of the level of non performing assets which stand at $8.4 million compared to $3.5 million one year earlier. Non performing assets consist of loans on non-accrual, accruing loans 90 days or more past due and Other Real Estate Owned. Other Real Estate Owned reflects property acquired through foreclosure which had secured Bank loans on which the borrower defaulted. While continuing efforts are made to improve overall asset quality, Management is unable to estimate with certainty, how and under what terms, problem assets will be resolved.

    Changes in the allowance for loan losses (in thousands) for the periods ended June 30, 2000 and 1999 are as follows:

    At June 30, 2000, the recorded investments in loans which have been identified as impaired totaled $7,698,000, all of which were tied to corresponding valuation allowances totaling $1,864,000. Impaired loans totaled $5,862,000 at June 30, 1999, all of which were tied to corresponding valuation allowances totaling $1,157,000. The valuation allowance for impaired loans is included within the general allowance shown above and netted against loans on the consolidated statements of financial position. For the quarter

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ended June 30, 2000, the average recorded investment in impaired loans was $6,404,000, which coincidentally was the same as the 1999 period. A loan is identified as impaired when it is probable that interest and principal will not be collected according to the contractual terms of the loan agreement. Because this definition is very similar to that used by bank regulators to determine on which loans interest should not be accrued, the Bank expects that most impaired loans will be on non-accrual status.

    Non-interest Income.  Non-interest income for the first six months of 2000 was $8.9 million, up from $8.6 million earned in the same 1999 period, an increase of 2.8%. The increase was related to improved service charge income of some $232 thousand over the comparable periods, increases in the Company's merchant mastercard income of about $514 thousand, and the reversal of a reserve on investments in real estate of $261 thousand. These increases in income were offset by the fact that income from mortgage origination and loan servicing was off some $254 thousand from the levels in the first half of 1999 and that there was a reduction in recoveries of interest amounts associated with loans previously charged-off of $654 thousand. This reduction in the recoveries of interest amounts associated with loans previously charged-off affected the comparison of the two quarterly periods and resulted in a reduction in non-interest income from $4.7 million in the second quarter of 1999 to $4.5 million in the second quarter of 2000.

    Non-interest Expense.  Non-interest expense for the first six months of 2000 was $28.3 million compared to $27.1 million in the first half of 1999. Increases in salaries accounted for $0.4 million of this increase and increases in employee benefits accounted for another $0.4 million of the increase. While some categories of expense showed minor declines, others showed minor increases, all of which in total accounted for the balance of the increase. In comparing the second quarter of 2000 with the second quarter of 1999, salaries and benefits again explained the majority of the increase over the comparable periods.

    Provision for Income Taxes.  The year-to-date provision for income taxes was $7.2 million, compared to $5.5 million for the same period in 1999. The effective tax rate in 2000 was 35.2% compared to 32.4% in 1999. The effective tax rate in 2000 is somewhat higher than the prior year's first half due to the realization of certain tax benefits available to Mid-State in 1999. While the normal combined federal and state statutory tax rate is 42% for Mid-State Bancshares, the tax exempt income generated by its municipal bond portfolio is the primary reason that the effective rate is lower.

    Balance Sheet.  Total assets at June 30, 2000 totaled $1,374.9 million, down from the level one year earlier of $1,395.2 million. The mix of these assets has changed considerably from one year earlier. Net loans have increased from $672.9 million at the end of June, 1999 to $846.3 million in 2000. Investments and fed funds sold were significantly lower, having declined from $584.1 million one year earlier to $393.7 million this year. Other non-earning asset categories declined when comparing 2000 to 1999.

    There was a $28.4 million decrease in deposits primarily related to the Bank's conscious decision to reduce dependence on certain high cost brokered deposits acquired through the Bank's recent merger with City Commerce Bank. Stockholders' equity increased by $9.4 million when comparing June 30, 2000 over June 30, 1999, owing primarily to the retention of earnings over the intervening 12 month period which was partially offset by an unrealized loss on available for sale securities over the same time period and the stock repurchase program. There was a modest decrease in other borrowing and liabilities of $1.2 million, comparing the quarter-end periods.

    Mid-State's loan to deposit ratio of 72.3% at June 30, 2000 is up significantly from the 56.5% ratio one year earlier. There is ample internal liquidity to fund improvements in this ratio through Mid-State's investment portfolio which has approximately 92% of it's investments categorized as available for sale.

    Investment Securities.  Fed funds sold represent $10.0 million of the $393.7 million portfolio noted above. Of the remaining $383.7 million, 18% is invested in U.S. Treasury securities, 21% is invested in U.S. Government agency obligations, 59% is invested in securities issued by states and political subdivisions in the U.S. and 2% is invested in mortgage-backed securities and other securities. Eighty percent of all investment securities mature prior to December 31, 2004. Approximately 32% of these securities mature in less than one year. The Bank's investment in mortgage-backed securities consist of investments in FNMA

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and FHLMC pools which have contractual maturities of up to 17 years. The actual time of repayment may be shorter due to prepayments made on the underlying collateral.

    Capital Resources.  Total stockholders' equity increased from $154.5 million at June 30, 1999 to $163.9 million at June 30, 2000. Net income over this 12 month time period was $23.6 million less cash dividends of $6.7 million less a $2.8 million increase in unrealized losses on available for sale securities plus $1.4 million in stock options exercised and $6.1 million of stock repurchased accounted for the $9.4 million increase. Capital continues to be strong with Mid-State Bancshare's ratio of tier one equity capital to average assets ("leverage ratio") at 12.1% up from 11.2% one year earlier. Mid-State's ratios of tier one capital and total capital to risk-adjusted assets declined, principally because of the change in asset mix away from investment securities with lower risk weightings into loans with their 100% risk weightings. The Tier One ratio went from 17.0% one year earlier to 15.8% at June 30, 2000. The Total Capital ratio went from 18.2% one year earlier to 17.0% at June 30, 2000. Mid-State substantially exceeds the standards to be considered well capitalized which are 6.0% for the ratio of tier one capital to risk weighted assets, 10.0% for the ratio of total capital to risk weighted assets, and 5.0% for the ratio of tier one capital to total assets.

    Liquidity.  Management is not aware of any future capital expenditures or other significant demands or commitments which would severely impair liquidity.

    Disclosures Concerning Year 2000 Issues—Year 2000 Readiness Disclosure.

    No major concerns exist at this point. The Company completed development of contingency plans in preparation for the Y2K event during 1999. While these plans were not needed, they have served as a catalyst to update and complete the Company's disaster recovery plans.

    Important Factors Relating to Forward-Looking Statements.  The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking statements so long as those statements are identified as forward-looking and are accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those projected in such statements. All of the statements contained in this Quarterly Report on Form 10-Q which are not identified as historical should be considered forward-looking. In connection with certain forward-looking statements contained in this Quarterly Report on Form 10-Q and those that may be made in the future by or on behalf of the Company which are identified as forward-looking, the Company notes that there are various factors that could cause actual results to differ materially from those set forth in any such forward-looking statements. Such factors include, but are not limited to, the real estate market, the availability of loans at acceptable prices, the general level of economic activity both locally and nationally, interest rates, the actions by the Company's regulatory agencies, and actions by competitors of the Company. Accordingly, there can be no assurance that the forward-looking statements contained in this Quarterly Report on Form 10-Q will be realized or that actual results will not be significantly higher or lower. The forward-looking statements have not been audited by, examined by or subjected to agreed-upon procedures by independent accountants, and no third-party has independently verified or reviewed such statements. Readers of this Quarterly Report on Form 10-Q should consider these facts in evaluating the information contained herein. The inclusion of the forward-looking statements contained in this Quarterly Report on Form 10-Q should not be regarded as a representation by the Company or any other person that the forward-looking statements contained in this Quarterly Report on Form 10-Q will be achieved. In light of the foregoing, readers of this Quarterly Report on Form 10-Q are cautioned not to place undue reliance on the forward-looking statements contained herein.

Item 3—Quantitative and Qualitative Disclosure About Market Risk

    The Bank's risk exposure to changes in interest rates is minimal. A recent review of the potential changes in the Bank's net interest income over a 12 month time horizon showed that it could fluctuate under very extreme alternative rate scenarios from between +1.5% and –6.2% of the base case (rates unchanged) of $86.0 million. The Bank's policy is to maintain a structure of assets and liabilities which are such that net interest income will not vary more than plus or minus 15% of the base forecast over the next

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12 months. Management feels that its exposure to interest rate risk is manageable and it will continue to strive for an optimal trade-off between risk and earnings.

    The following table presents a summary of the Bank's net interest income forecasted for the coming 12 months under alternative interest rate scenarios.

    Net interest income under the above scenarios is influenced by the characteristics of the Bank's assets and liabilities. In the case of N.O.W., savings and money market deposits (total $604.2 million) interest is based on rates set at the discretion of Management ranging from 0.50% to 2.37%. In a downward rate environment, there is a limit to how far these deposit instruments can be re-priced and this behavior is similar to that of fixed rate instruments. In an upward rate environment, the magnitude and timing of changes in rates on these deposits is assumed to be more reflective of variable rate instruments. These characteristics are the main reasons that a 4% decline in Prime decreases net interest income by 6.2% while a 4% increase in Prime increases net interest income just 1.5%. In an upward rate environment, the magnitude and timing of changes in rates on these deposits is assumed to be more reflective of variable rate instruments.

    It is important to note that the above table is a summary of several forecasts and actual results may vary. The forecasts are based on estimates and assumptions of Management that may turn out to be different and may change over time. Factors affecting these estimates and assumptions include, but are not limited to—competitors' behavior, economic conditions both locally and nationally, actions taken by the Federal Reserve Board, customer behavior, and Management's responses. Historically, the Bank has been able to manage its Net Interest Income in a fairly narrow range reflecting the Bank's relative insensitivity to interest rate changes. The impact of prepayment behavior on mortgages, real estate loans, mortgage backed securities, securities with call features, etc. is not considered material to the sensitivity analysis. Over the last 5 years, and excluding the first half of 2000, the Bank's net interest margin (which is net interest income divided by average earning assets of the Bank) has ranged from a low of 5.71% to a high of 6.09% (not taxable equivalent). The Bank's net interest margin in the first half of 6.40% is high by historical standards and relates to both the higher level of interest rates and the change in mix of earning assets (the Bank now has a larger portion in loans vis-à-vis Investment Securities). The net interest margin under the alternative scenarios ranges from 6.14% to 6.64%. Management feels this range of scenarios, while high by historical standards, is consistent with current experience, but no assurances can be given that actual future experience will fall within this range.

    The Bank's exposure with respect to interest rate derivatives, exchange rate fluctuations, and/or commodity price movements is nil. The Bank does not own any instruments within these markets.

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PART II—OTHER INFORMATION

Item 1—Legal Proceedings

    Mid-State is not a party to any material legal proceeding.

Item 2—Changes in Securities and Use of Proceeds

    There were no material changes in securities and uses of proceeds during the period covered by this report.

Item 3—Defaults Upon Senior Securities

    Not applicable.

Item 4—Submission of Matters to a Vote of Security Holders

    No matters were submitted to the Shareholders for a vote during the first quarter of 2000. During the second quarter of 2000 on May 18th, shareholders voted on two items at the Company's Annual Meeting of Shareholders. One item dealt with the election of four (4) persons to the Board of Directors and the second item dealt with an amendment to Mid-State's 1996 Stock Option Plan. These are described in the following two paragraphs.

    Mid-State's Bylaw and implementing resolutions provide for Mid-State to have a total of eleven (11) directors. Mid-State has a "Classified" Board of Directors. A "Classified" Board means that the directors are divided into three classes with staggered terms. As a result, four persons were elected at this year's Annual Meeting to a term of three years. At subsequent Annual Meetings, the number of directors to be elected will be dependent on whose terms are expiring, but each director elected will be to a three year term. At the May 18, 2000 meeting, the directors elected to serve a three year term were Trudi Carey, H. Edward Heron, Stephen P. Maguire, and James W. Lokey.

    The second item considered at the Annual Meeting was an amendment to Mid-State's 1996 Stock Option Plan to increase the maximum number of shares of Mid-State Stock, which are reserved under the 1996 Plan, in the aggregate, from 892,542 shares to 1,500,000 shares. At March 15, 2000, Mid-State had options outstanding pursuant to the 1996 Plan to purchase a total of 728,877 shares, options for 81,778 shares had been exercised, and only 81,887 shares available for future grants. The proposed amendment was approved.

Item 5—Other Information

    Not applicable.

Item 6—Exhibits and Reports on Form 8-K

    A) Exhibits

Exhibit No.		Exhibit
27		Financial Data Schedule (for SEC use only)

    B) Reports on Form 8-K

The Company filed two reports on Form 8-K during the first six months of 2000. On February 8, 2000, the Company filed one report on Form 8-K concerning the appointment of Mr. James W. Lokey as President and Chief Executive Officer of Mid-State Bank, the Company's wholly owned subsidiary, effective March 1, 2000. Mr. Carrol R. Pruett, former Mid-State Bank President continues as Chairman of the Board of Mid-State Bank and Mid-State Bancshares, as well as, President and Chief Executive Officer of Mid-State Bancshares.

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The Company filed its second report on Form 8-K on March 21, 2000. This report reflected the Company's announcement that the Board of Directors had authorized a stock repurchase program for up to five percent (5%) of its outstanding shares. Based on the outstanding shares at that time, the buyback may result in the purchase of up to approximately 565,000 shares of stock. The repurchases will be made from time to time by the Company in the open market or in block purchases or in privately negotiated transactions in compliance with the Securities and Exchange Commission (SEC) rules. The program began in April 2000 and is expected to be effective for one year.

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SIGNATURES

    Pursuant to the requirement of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		MID-STATE BANCSHARES (REGISTRANT)
Date: August 4, 2000		By:		/s/ CARROL R. PRUETT    CARROL R. PRUETT Chairman and Chief Executive Officer
Date: August 4, 2000		By:		/s/ JAMES G. STATHOS    JAMES G. STATHOS Executive Vice President and Chief Financial Officer

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QuickLinks

Mid-State Bancshares June 30, 2000 Index

PART I—FINANCIAL INFORMATION
Item 1—Financial Statements

Item 2—Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 3—Quantitative and Qualitative Disclosure About Market Risk

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—Submission of Matters to a Vote of Security Holders
Item 5—Other Information
Item 6—Exhibits and Reports on Form 8-K

SIGNATURES

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