<PAGE>
OFFICE OF THE COMPTROLLER OF THE CURRENCY
Washington, D.C. 20219
FORM 10-Q
(MARK ONE)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended JUNE 30, 1999
---------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
----------------- ---------------
For Quarter Ended JUNE 30, 1999 Commission file number 18029
--------------------- ----------
WESTERN SIERRA BANCORP
------------------------------------------------------
(Exact name of registrant as specified in its charter)
CALIFORNIA 680390121
------------------------------- ---------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
4011 PLAZA GOLDORADO CIRCLE, CAMERON PARK, CALIFORNIA 95682
-----------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code) 530-677-5600
------------
------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report.)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 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 .
--- ---
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the registrant has filed all documents
and reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes___. No___.
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
COMMON STOCK - ISSUED AND OUTSTANDING 2,367,072 SHARES AT JUNE 30, 1999.
<PAGE>
WESTERN SIERRA BANCORP
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999
PART 1 - FINANCIAL INFORMATION
- ------------------------------
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
Following are the consolidated financial statements of Western Sierra Bancorp as
of and for the period ended June 30, 1999. The consolidated financial statements
are unaudited. However, in the opinion of management, all adjustments have been
made for a fair presentation of the consolidated financial condition and results
of operations of Western Sierra Bancorp.
Effective April 30, 1999, Lake Community Bank and Roseville 1st Community
Bancorp were merged into the Company in stock-for-stock transactions which were
accounted for under the pooling-of-interests method of accounting. Accordingly,
the Company's consolidated financial statements have been restated for all
periods prior to the business combinations. (See Note 4 to the financial
statements.)
Certain information and footnote disclosures normally presented in consolidated
financial statements prepared in accordance with generally accepted accounting
principles have been omitted. These interim consolidated financial statements
should be read in conjunction with the consolidated financial statements and
notes thereto included in the Registrant's 1998 Annual Report to Shareholders.
In preparing such consolidated financial statements, management is required to
make estimates and assumptions that affect the reported amounts of assets and
liabilities as of the date of the balance sheet and revenues and expenses for
the period. Actual results could differ significantly from those estimates.
Material estimates that are particularly susceptible to significant changes in
the near term relate to the determination of the allowance for loan and lease
losses and the carrying value of other real estate.
2
<PAGE>
WESTERN SIERRA BANCORP
FORM 10-Q
(Continued)
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999
PART 1 - FINANCIAL INFORMATION (Continued)
- ------------------------------------------
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (Continued)
CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1999 1998
-------------------- ---------------
<S> <C> <C>
ASSETS
Cash and due from banks $ 15,502,539 $ 12,045,790
Federal funds sold 14,570,000 34,220,000
Interest bearing deposits in banks 1,786,000 3,960,000
Loans held for sale 1,754,961 4,481,109
Investment securities (market value of $50,215,049
in 1999 and $57,526,800 in 1998) (Note 1) 50,238,687 57,491,450
Loans and leases, less allowance for loan and
lease losses of $2,648,111 in 1999 and $2,431,117
in 1998 (Note 2) 181,782,437 161,343,062
Other real estate, net 1,528,809 1,547,172
Bank premises and equipment, net 8,049,827 8,369,757
Accrued interest receivable and other assets 9,615,599 7,169,541
-------------------- ---------------
$ 284,828,859 $ 290,627,881
===================== ===============
LIABILITIES AND
SHAREHOLDERS' EQUITY
Deposits:
Non-interest bearing $ 66,350,126 $ 71,891,054
Interest bearing 190,920,827 191,828,530
-------------------- ---------------
Total deposits 257,270,953 263,719,584
Accrued interest payable and other liabilities 3,323,007 2,978,344
-------------------- ---------------
Total liabilities 260,593,960 266,697,928
Shareholders' equity:
Preferred stock - no par value; 10,000,000
shares authorized; none issued - -
Common stock - no par value; 10,000,000
shares authorized; issued and outstanding -
2,367,072 shares in 1999 and 2,326,965
shares in 1998 13,747,003 13,430,898
Retained earnings 11,616,983 10,383,627
Unearned ESOP shares (304,261)
Accumulated other comprehensive (loss)
income (824,826) 115,428
-------------------- ---------------
Total shareholders' equity 24,234,899 23,929,953
-------------------- ---------------
$ 284,828,859 $ 290,627,881
===================== ================
</TABLE>
3
<PAGE>
WESTERN SIERRA BANCORP
FORM 10-Q
(Continued)
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
WESTERN SIERRA BANCORP
FORM 10-Q
(Continued)
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999
PART 1 - FINANCIAL INFORMATION (Continued)
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (Continued)
CONDENSED CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
-------------------------- --------------------------
JUNE 30, JUNE 30, JUNE 30, JUNE 30,
1999 1998 1999 1998
-------------------------- --------------------------
<S> <C> <C> <C> <C>
Interest income:
Interest and fees on loans and
leases $ 4,114,377 $ 4,497,512 $ 8,083,938 $ 7,922,326
Interest on investment securities:
Taxable 603,191 580,590 1,277,677 1,158,334
Exempt from Federal income
taxes 180,717 73,002 359,101 141,527
Interest on Federal funds sold 218,969 278,922 428,778 389,315
---------------- ---------------- --------------- ----------------
Total interest income 5,117,254 5,430,026 10,149,494 9,611,502
Interest expense on deposits 1,819,748 2,157,156 3,670,945 3,775,977
----------------- ----------------- ---------------- -----------------
Net interest income 3,297,506 3,272,870 6,478,549 5,835,525
Provision for loan and lease losses
(Note 2) 135,000 230,000 315,000 390,000
----------------- ----------------- ---------------- -----------------
Net interest income after
provision for loan and
lease losses 3,162,506 3,042,870 6,163,549 5,445,525
----------------- ----------------- ---------------- -----------------
Non-interest income:
Service charges and fees 232,583 343,193 574,964 746,595
Gain on sale of loans 374,761 500,242 647,908 810,916
Other 253,547 195,345 379,710 261,760
----------------- ----------------- ---------------- -----------------
Total non-interest income 860,891 1,038,780 1,602,582 1,819,271
---------------- ----------------- ---------------- -----------------
Other expenses:
Salaries and employee benefits
(Note 2) 1,331,188 1,715,117 2,799,412 3,268,619
Occupancy and equipment 455,656 520,679 988,275 938,184
Other 1,249,087 1,038,449 2,113,775 1,730,661
----------------- ----------------- ---------------- -----------------
Total other expenses 3,035,931 3,274,245 5,901,462 5,937,464
----------------- ----------------- ---------------- -----------------
Income before income taxes 987,466 807,405 1,864,669 1,327,332
Income taxes 346,078 294,673 631,313 472,563
----------------- ----------------- ---------------- -----------------
Net income $ 641,388 $ 512,732 $ 1,233,356 $ 854,769
================ =============== ================ ================
Basic earnings per share (Note 3) $ .27 $ .23 $ .52 $ .39
================ =============== ================ ================
Diluted earnings per share (Note 3) $ .26 $ .22 $ .51 $ .37
================ =============== ================ ================
</TABLE>
5
<PAGE>
WESTERN SIERRA BANCORP
FORM 10-Q
(Continued)
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999
The accompanying notes are an integral part of these financial statements.
6
<PAGE>
WESTERN SIERRA BANCORP
FORM 10-Q
(Continued)
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999
PART 1 - FINANCIAL INFORMATION (Continued)
- ------------------------------
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (Continued)
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
--------------------------------
JUNE 30, JUNE 30,
1999 1998
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 1,233,356 $ 854,769
Adjustments to reconcile net income to cash (used in)
provided by operating activities:
Provision for loan and lease losses 315,000 390,000
Depreciation and amortization 508,769 468,825
Deferred loan origination costs and fees, net 42,801 (105,746)
Provision for losses on other real estate 18,363 25,000
Decrease (increase) in loans held for sale 2,726,148 (2,222,323)
Increase in accrued interest receivable and other
assets (1,946,608) (380,620)
Decrease in accrued interest payable and other
liabilities (613,859) (97,562)
------------ ------------
Net cash provided by (used in) operating
activities 2,283,970 (1,067,657)
------------ ------------
Cash flows from investing activities:
Net decrease (increase) in interest-bearing deposits
in bank 2,174,000 (591,000)
Proceeds from the sale and call of available-for-sale
investment securities 5,000,545 5,497,789
Proceeds from called held-to-maturity investment
securities 1,500,000
Proceeds from matured available-for-sale investment
securities 850,000 2,000,000
Purchases of available-for-sale investment securities (2,433,636) (12,468,276)
Principal repayments received from available-for-sale
SBA pools and mortgage-backed securities 2,321,228 1,302,934
Principal repayments received from held-to-maturity
mortgage-backed securities 4,957 4,569
Net (increase) decrease in loans and leases (20,797,176) 2,954,838
Purchases of premises and equipment (118,874) (342,382)
Capitalized additions to other real estate (37,338)
Proceeds from the sale of other real estate 196,775
------------ ------------
Net cash (used in) provided by investing
activities (12,998,956) 17,909
------------ ------------
</TABLE>
7
<PAGE>
WESTERN SIERRA BANCORP
FORM 10-Q
(Continued)
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999
(Continued)
8
<PAGE>
WESTERN SIERRA BANCORP
FORM 10-Q
(Continued)
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999
PART 1 - FINANCIAL INFORMATION (Continued)
- -------------------------------
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (Continued)
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) (Continued)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
--------------------------------
JUNE 30, JUNE 30,
1999 1998
------------- ------------
<S> <C> <C>
Cash flows from financing activities:
Net increase in demand, interest-bearing and savings
deposits $ 716,235 $ 7,971,071
Net (decrease) increase in time deposits (7,164,866) 714,865
Net increase in short-term borrowings 350,000 750,000
Proceeds from ESOP loan 304,261
Proceeds from the exercise of stock options 342,105 438,101
Payments of cash dividends (334,947)
Reacquisition of common stock (26,000)
------------- ------------
Net cash (used in) provided by financing
activities (5,478,265) 9,539,090
------------- ------------
(Decrease) increase in cash and cash
equivalents (16,193,251) 8,489,342
Cash and cash equivalents at beginning of period 46,265,790 29,632,493
------------- ------------
Cash and cash equivalents at end of period $ 30,072,539 $ 38,121,835
============= ============
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest expense $ 4,327,243 $ 7,886,782
Income taxes $ 337,000 $ 1,223,000
Non-cash investing activities:
Real estate acquired through foreclosure $ 822,830
Net change in unrealized gain (loss) on available-
for-sale investment securities $ 1,435,162 $ (46,893)
</TABLE>
9
<PAGE>
WESTERN SIERRA BANCORP
FORM 10-Q
(Continued)
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999
The accompanying notes are an integral part of these financial statements.
10
<PAGE>
WESTERN SIERRA BANCORP
FORM 10-Q
(Continued)
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999
PART 1 - FINANCIAL INFORMATION (Continued)
- -------------------------------
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. INVESTMENT SECURITIES
The amortized cost and estimated market value of investment securities
at June 30, 1999 and December 31, 1998 consisted of the following:
<TABLE>
<CAPTION>
AVAILABLE-FOR-SALE:
JUNE 30, 1999
-------------------------------------------------------------------------
GROSS GROSS ESTIMATED
AMORTIZED UNREALIZED UNREALIZED MARKET
COST GAINS LOSSES VALUE
------------- -------------- -------------- -------------
<S> <C> <C> <C> <C>
U.S. Government
agencies $ 21,850,490 $ 14,255 $ (444,022) $ 21,420,724
Obligations of states
and political sub-
divisions 15,381,497 32,832 (732,723) 14,681,606
Government guaran-
teed mortgage-
backed securities 6,783,899 11,493 (65,643) 6,729,748
Corporate debt 4,547,436 419 (75,875) 4,471,980
Federal Reserve
Bank stock 211,600 211,600
Federal Home Loan
Bank stock 615,100 615,100
Pacific Coast Bankers
Bank Stock 225,000 225,000
------------- -------------- -------------- -------------
$ 49,615,022 $ 58,999 $ (1,318,263) $ 48,355,758
============= ============== ============== =============
DECEMBER 31, 1998
-------------------------------------------------------------------------
GROSS GROSS ESTIMATED
AMORTIZED UNREALIZED UNREALIZED MARKET
COST GAINS LOSSES VALUE
------------- -------------- -------------- -------------
<S> <C> <C> <C> <C>
U.S. Treasuries $ 499,527 $ 573 $ 500,100
U.S. Government
agencies 26,255,974 155,173 $ (35,247) 26,375,900
Obligations of states
and political sub-
divisions 15,305,605 232,584 (171,889) 15,366,300
Government guaran-
teed mortgage-
back securities 8,452,347 26,819 (44,166) 8,435,000
Corporate debt
securities 4,051,717 23,660 (11,317) 4,046,000
Federal Reserve
Bank stock 211,600 211,600
Federal Home Loan
Bank stock 575,900 575,900
</TABLE>
11
<PAGE>
WESTERN SIERRA BANCORP
FORM 10-Q
(Continued)
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999
<TABLE>
<S> <C> <C> <C> <C>
Pacific Coast Bankers
Bank stock 75,000 75,000
------------- -------------- -------------- -------------
$ 55,427,670 $ 438,809 $ (262,619) $ 55,603,800
============= ============== ============== =============
</TABLE>
12
<PAGE>
WESTERN SIERRA BANCORP
FORM 10-Q
(Continued)
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999
PART 1 - FINANCIAL INFORMATION (Continued)
- ------------------------------
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)
1. INVESTMENT SECURITIES (Continued)
AVAILABLE-FOR-SALE: (Continued)
Net unrealized losses on available-for-sale investment securities
totaling $(1,259,264) were recorded net of $434,438 in tax liabilities
as accumulated other comprehensive loss within shareholders' equity at
June 30, 1999.
<TABLE>
<CAPTION>
HELD-TO-MATURITY:
JUNE 30, 1999
-------------------------------------------------------------------------
GROSS GROSS ESTIMATED
AMORTIZED UNREALIZED UNREALIZED MARKET
COST GAINS LOSSES VALUE
------------- -------------- -------------- -------------
<S> <C> <C> <C> <C>
U.S. Government
agencies $ 1,000,000 $ (10,160) $ 989,840
Obligations of states
and political sub-
divisions 835,171 (14,926) 820,245
Government guaran-
teed mortgage-
backed securities 47,758 $ 1,448 (25,086) 49,206
------------- -------------- -------------- -------------
$ 1,882,929 $ 1,448 $ (25,086) $ 1,859,291
============= ============== ============== =============
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31, 1998
-------------------------------------------------------------------------
GROSS GROSS ESTIMATED
AMORTIZED UNREALIZED UNREALIZED MARKET
COST GAINS LOSSES VALUE
------------- -------------- -------------- -------------
<S> <C> <C> <C> <C>
U.S. Government
agencies $ 1,000,000 $ 13,000 $ 1,013,000
Obligations of states
and political sub-
divisions 834,935 20,065 855,000
Government guaran-
teed mortgage-
backed securities 52,715 2,285 55,000
------------- -------------- -------------- -------------
$ 1,887,650 $ 35,350 $ - $ 1,923,000
============= ============== ============== =============
</TABLE>
There were no sales or transfers of held-to-maturity investment
securities for the six month periods ended June 30, 1999 and 1998,
respectively.
13
<PAGE>
WESTERN SIERRA BANCORP
FORM 10-Q
(Continued)
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999
PART 1 - FINANCIAL INFORMATION (Continued)
- -------------------------------
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)
2. LOANS AND LEASES
Outstanding loans and leases are summarized below:
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1999 1998
-------------- --------------
<S> <C> <C>
Commercial $ 28,219,431 $ 30,579,630
Real estate - mortgage 112,316,426 91,243,755
Real estate - construction 23,364,020 19,381,587
Lease financing 1,157,257 1,383,292
Installment 3,020,977 5,322,683
Agricultural 16,799,733 16,267,719
-------------- --------------
184,877,844 164,178,666
Deferred loan and lease origination
fees and costs, net (447,296) (404,487)
Allowance for loan and lease losses (2,648,111) (2,431,117)
-------------- --------------
$ 184,782,437 $ 161,343,062
============== ==============
</TABLE>
Changes in the allowance for loan and lease losses were as follows:
<TABLE>
<CAPTION>
SIX MONTH PERIODS ENDED
JUNE 30, YEAR ENDED
--------------------------- DECEMBER 31,
1999 1998 1998
------------- ------------ ------------
<S> <C> <C>
Balance, beginning of year $ 2,431,117 $ 2,624,080 $ 2,624,080
Provision charged to operations 315,000 390,000 775,500
Losses charged to allowance (172,275) (733,000) (1,044,754)
Recoveries 74,269 22,745 76,291
------------- ------------ ------------
$ 2,648,111 $ 2,303,825 $ 2,431,117
============= ============ ============
</TABLE>
The recorded investment in loans that were considered to be impaired
totaled $1,026,400 and $1,128,900 at June 30, 1999 and December 31,
1998, respectively. The related allowance for loan losses for these
loans at June 30, 1999 and December 31, 1998 was $293,700 and $293,700,
respectively. The average recorded investment in impaired loans for the
six month period ended June 30, 1999 and the year ended December 31,
1998 was $1,077,650 and $1,666,300, respectively. The Company
recognized $35,000 in interest income on impaired loans during the six
month period ended June 30, 1999. No interest income on impaired loans
was recognized during the six month period ended June 30, 1998.
At June 30, 1999 and December 31,1998, nonaccrual loans totaled
$1,026,400 and $1,405,800,
14
<PAGE>
WESTERN SIERRA BANCORP
FORM 10-Q
(Continued)
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999
respectively. Interest foregone on nonaccrual loans totaled $56,265
and $33,284 for the six month periods ended June 30, 1999 and 1998,
respectively.
15
<PAGE>
WESTERN SIERRA BANCORP
FORM 10-Q
(Continued)
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999
PART 1 - FINANCIAL INFORMATION (Continued)
- -------------------------------
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)
2. LOANS AND LEASES (Continued)
Salaries and employee benefits totaling $370,313 and $353,173 have been
deferred as loan and lease origination costs during the six month
periods ended June 30, 1999 and 1998, respectively.
3. EARNINGS PER SHARE
A reconciliation of the numerators and denominators of the basic and
diluted earnings per share computations is as follows:
<TABLE>
<CAPTION>
WEIGHTED
AVERAGE
NUMBER OF
FOR THE THREE MONTH NET SHARES PER SHARE
PERIODS ENDED INCOME OUTSTANDING AMOUNT
-------------------------------- -------------- ------------- -------------
JUNE 30, 1999
<S> <C> <C> <C>
Basic earnings per share $ 641,388 2,347,084 $ .27
=============
Effect of dilutive stock options 89,700
-------------- -------------
Diluted earnings per share $ 641,388 2,436,784 $ .26
============== ============= ============
JUNE 30, 1998
Basic earnings per share $ 512,732 2,191,654 $ .23
============
Effect of dilutive stock options 123,395
-------------- -------------
Diluted earnings per share $ 512,732 2,315,049 $ .22
============== ============= ============
FOR THE SIX MONTH
PERIODS ENDED
--------------------------------
JUNE 30, 1999
Basic earnings per share $ 1,233,356 2,351,084 $ .52
============
Effect of dilutive stock options 91,831
-------------- -------------
Diluted earnings per share $ 1,233,356 2,442,915 $ .51
============== ============== ============
JUNE 30, 1998
Basic earnings per share $ 854,769 2,207,136 $ .39
============
</TABLE>
16
<PAGE>
WESTERN SIERRA BANCORP
FORM 10-Q
(Continued)
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999
Effect of dilutive stock options 121,021
--------- ---------
Diluted earnings per share $ 854,769 2,328,157 $ .37
========= ========= =====
17
<PAGE>
WESTERN SIERRA BANCORP
FORM 10-Q
(Continued)
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999
PART 1 - FINANCIAL INFORMATION (Continued)
- -------------------------------
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)
4. BUSINESS COMBINATIONS
Effective April 30, 1999, in connection with the merger, Western Sierra
Bancorp issued shares of its common stock in exchange for all the
outstanding common stock of Roseville 1st Community Bancorp and Lake
Community Bank based on a conversion ratio of 1.2110 shares and .6906
shares, respectively. The merger qualified as a pooling of interest.
Accordingly, the Company's consolidated financial statements have been
restated for all periods prior to the business combination. Net
interest income, noninterest income and net income for the individual
entities reported prior to the merger were as follows:
<TABLE>
<CAPTION>
ROSEVILLE 1ST
WESTERN SIERRA COMMUNITY LAKE
BANCORP & BANCORP & COMMUNITY
SUBSIDIARY SUBSIDIARY BANK TOTAL
-------------- ------------ ----------- -----------
<S> <C> <C> <C> <C>
FOR THE THREE MONTH PERIODS
ENDED MARCH 31, 1999
---------------------------
Net interest income $ 1,512,082 $ 671,868 $ 999,786 $ 3,183,736
============= ============ ============ ============
Noninterest income $ 522,422 $ 79,504 $ 139,765 $ 741,691
============= ============ ============ ============
Net income $ 303,090 $ 135,574 $ 225,184 $ 663,848
============= ============ ============ ============
FOR THE SIX MONTH PERIODS
ENDED JUNE 30, 1998
-------------------------
Net interest income $ 2,807,883 $ 1,096,948 $ 1,930,694 $ 5,835,525
============= ============ ============ ============
Noninterest income $ 1,192,240 $ 272,326 $ 354,705 $ 1,819,271
============= ============ ============ ============
Net income $ 498,120 $ 151,044 $ 205,604 $ 854,769
============= ============ ============ ============
</TABLE>
18
<PAGE>
WESTERN SIERRA BANCORP
FORM 10-Q
(Continued)
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999
PART 1 - FINANCIAL INFORMATION (Continued)
- -------------------------------
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)
5. COMPREHENSIVE INCOME
Effective January 1, 1998, the Company adopted Statement of Financial
Accounting Standard No. 130 (SFAS 130), REPORTING COMPREHENSIVE INCOME.
SFAS 130 establishes new rules for reporting and display of
comprehensive income and its components. For example, SFAS 130,
requires unrealized gains and losses on the Company's
available-for-sale investment securities to be included in other
comprehensive income. An analysis of comprehensive (loss) income
follows:
<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED
-----------------------------------
JUNE 30, JUNE 30,
1999 1998
------------ ------------
<S> <C> <C>
Net income $ 1,233,356 $ 854,769
Other comprehensive loss, net of tax:
Unrealized losses on available-for-sale
investment securities (940,254) (51,784)
------------ ------------
Total comprehensive income $ 293,102 $ 802,985
============ ============
</TABLE>
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
-----------------------------------
JUNE 30, JUNE 30,
1999 1998
------------ ------------
<S> <C> <C>
Net income $ 641,388 $ 512,732
Other comprehensive loss, net of tax:
Unrealized losses on available-for-sale
investment securities (648,514) (44,734)
------------ ------------
Total comprehensive (loss) income $ (7,126) $ 467,998
============= ============
</TABLE>
6. NEW ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board issued Statement
No. 133 (SFAS 133), ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING
ACTIVITIES. In July 1999, Statement No. 137 was issued which delayed
the effective date of SFAS 133 one year to fiscal quarters of fiscal
years beginning after June 15, 2000. SFAS 133 establishes accounting
and reporting standards for derivative instruments, including certain
derivative instruments embedded in other contracts, and for hedging
activities. It requires that entities recognized all derivatives as
either assets or liabilities on the balance sheet and measure those
instruments at fair value. Management does not believe that the
adoption of SFAS 133 will have a significant impact on its financial
position and results of operations when implemented.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Certain matters discussed or incorporated by reference in the Quarterly Report
on form 10-Q are forward-looking statements that are subject to risks and
uncertainties that could cause actual results to differ materially
19
<PAGE>
WESTERN SIERRA BANCORP
FORM 10-Q
(Continued)
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999
from those projected. Such risks and uncertainties include, but are not
limited to, matters described herein. Therefore, the information set forth
therein should be carefully considered when evaluating the business prospects
of the Company.
20
<PAGE>
WESTERN SIERRA BANCORP
FORM 10-Q
(Continued)
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999
PART 1 - FINANCIAL INFORMATION (Continued)
- -------------------------------
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (Continued)
FINANCIAL CONDITION
Total assets decreased by 2.0% to $284.8 million at June 30, 1999, from $290.6
million at December 31, 1998. Total deposits decreased by 2.5% to $257.3 million
at June 30, 1999 from $263.7 million at December 31, 1998. This decrease in
deposits resulted in the corresponding decrease in total assets. The decrease in
deposits was primarily in demand deposits and due to unusually large deposits
for two title company customers as of December 31, 1998. Within total assets,
the funds from these decreased deposits were primarily divested from Federal
funds sold.
Net loans totaled $181.8 million at June 30, 1999, representing a 70.6% loan to
deposit ratio, compared to net loans of $161.3 million at December 31, 1998,
representing a 61.2% loan to deposit ratio. Management expects loans to grow
during the remainder of 1999. In management's opinion, the allowance for loan
losses, totaling $2,648,111 at June 30, 1999 adequately provides for possible
loan losses. This allowance represents 1.45% of gross loans outstanding at the
end of the first quarter.
RESULTS OF OPERATIONS FOR THE QUARTER ENDED JUNE 30, 1999
Interest income decreased 5.8% to $5,117,254 for the quarter ended June 30, 1999
from $5,430,026 for the quarter ended June 30, 1998. The decreased interest
income on loans and investments was primarily due to an decrease in the average
amount of Federal funds sold and a decrease in the interest rates realized on
loans as a result of changes in market conditions during the quarter ending June
30, 1999 as compared to the quarter ended June 30, 1998.
Interest expense decreased 18.5% to $1,819,748 for the quarter ended June 30,
1999 from $2,157,156 for the quarter ended June 30, 1998. The decrease in
interest expense was the result of the decrease in certificates of deposit in
1999 over the same period in 1998.
Non-interest income decreased 20.6% to $860,891 for the quarter ended June 30,
1999 from $1,038,780 for the quarter ended June 30, 1998. This decrease was due
to a decrease in the gains on the sale and packaging of loans by the mortgage
department.
The allocation to the Provision for Loan Losses for the second quarter of
1999 was $135,000 as compared to an allocation of $230,000 for the first
quarter of 1998.
Other expenses decreased 7.8% to $3,035,931 for the quarter ended June 30, 1999
from $3,274,245 for the quarter ended June 30, 1998. These expenses represent
the operational and administrative expenses of the Company and remained stable
due to management's careful monitoring and control of all non-interest expenses.
Net income for the quarter ended June 30, 1999 totaled $641,388 as compared to
net income of $512,732 for the quarter ended June 30, 1998.
RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 1999
Interest income increased 5.5% to $10,149,494 for the six months ended June 30,
1999 from $9,611,502 for the six months ended June 30, 1998. The increased
interest income on loans and investments was primarily due to a change in the
mix of the investment securities to loans.
21
<PAGE>
WESTERN SIERRA BANCORP
FORM 10-Q
(Continued)
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999
Interest expense decreased 2.8% to $3,670,945 for the six months ended June
30, 1999 from $3,775,977 for the six months ended June 30, 1998. The decrease
in interest expense was the result of the decrease in interest bearing
certificates of deposits in 1999 over the same period in 1998.
22
<PAGE>
WESTERN SIERRA BANCORP
FORM 10-Q
(Continued)
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999
PART 1 - FINANCIAL INFORMATION (Continued)
- -------------------------------
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (Continued)
RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 1999 (Continued)
Non-interest income decreased 13.5% to $1,602,582 for the six months ended June
30, 1999 from $1,819,271 for the six months ended June 30, 1998. This decrease
was due to a decrease in the gains on the sale and packaging of loans by the
mortgage department.
The allocation to the Provision for Loan Losses for the first six months of 1999
was $315,000 as compared to an allocation of $390,000 for the first six months
of 1998. Net recoveries for the six months ended June 30, 1999 totaled $98,006
as compared to net losses which totaled $383,000 for the same period in 1998.
Other expenses decreased .8% to $5,887,840 for the six months ended June 30,
1999 from $5,937,464 for the six months ended June 30, 1998. These expenses
represent the operational and administrative expenses of the Bank and remained
stable due to management's careful monitoring and control of all non-interest
expenses.
Net income for the six months ended June 30, 1999 totaled $1,233,356 as compared
to net income of $854,769 for the six months ended June 30, 1998.
LIQUIDITY
The Company's bank subsidiaries have a combined asset and liability management
program allowing them to monitor and maintain interest margins during times of
both rising and falling interest rates and to maintain sufficient liquidity.
Liquidity at each bank subsidiary consists of cash and due from banks,
investments not pledged, federal funds sold and loans available-for-sale. In
addition, the bank subsidiaries maintain lines of credit with several
correspondent banks and lines of credit with the Federal Reserve Bank. At June
30, 1999 and December 31, 1998 the bank subsidiaries had no outstanding balances
on these credit lines.
CAPITAL RESOURCES
Total shareholders' equity increased to $24.2 million at June 30, 1999 from
$23.9 million at December 31, 1998. The change was primarily due to net income
of $1,233,356 during the six month period and a change in the effect of the
unrealized loss on available for sale securities of $940,254.
The Company's bank subsidiaries are subject to various regulatory capital
requirements administered by the federal banking agencies. Under capital
adequacy guidelines and the regulatory framework for prompt corrective action,
each bank subsidiary must meet specific capital guidelines that involve
quantitative measures of assets, liabilities and certain off-balance sheet items
as calculated under regulatory accounting practices. The capital amounts and
classifications are also subject to qualitative judgements by the regulators
about components, risk weighting and other factors.
23
<PAGE>
WESTERN SIERRA BANCORP
FORM 10-Q
(Continued)
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999
PART 1 - FINANCIAL INFORMATION (Continued)
- -------------------------------
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (Continued)
CAPITAL RESOURCES (Continued)
The Federal Deposit Insurance Corporation Improvement Act of 1991 (FDICIA)
established the following capital levels for determining that a bank meets the
highest capital standards and is determined to be a "well capitalized"
institution:
<TABLE>
<CAPTION>
JUNE 30, JUNE 30, DECEMBER 31,
1999 1998 1998
------------ ----------- ------------
<S> <C> <C> <C>
Total Risk-Based Capital Ratio
Regulatory Requirement 10.0% 10.0% 10.0%
Bank Ratio 11.09% 11.34% 12.0%
Tier 1 Risk-Based Capital Ratio
Regulatory Requirement 6.0% 6.0% 6.0%
Bank Ratio 10.03% 10.23% 10.8%
Leverage Ratio
Regulatory Requirement 5.0% 5.0% 5.0%
Bank Ratio 7.62% 7.86% 8.1%
</TABLE>
As noted in the above schedule, the Company and its bank subsidiaries meet all
the regulatory capital requirements of a "well capitalized" institution.
OTHER MATTERS
Year 2000 Compliance:
The "Year 2000 issue" relates to the fact that many computer programs use only
two digits to represent a year, such as "98" to represent "1998," which means
that in the Year 2000 such programs could incorrectly treat the Year 2000 as the
year 1900. This issue has grown in importance as the use of computers and
microchips has become more pervasive throughout the economy, and
interdependencies between systems have 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 Bank could be materially and
adversely affected either directly or indirectly by the Year 2000 issue. This
could happen if any of its critical computer systems or equipment containing
preprogrammed computer chips fail, if the local infrastructure (electric power,
phone system, or water system) fails, if its significant vendors are adversely
impacted, or if its borrowers or depositors are adversely impacted by their
internal systems or those of their customers or suppliers. Failure of the Bank
to complete testing and renovation of its critical systems on a timely basis
could have a material adverse effect on the Bank's financial condition and
results of operations, as could Year 2000 problems faced by others with whom the
Bank does business.
Federal banking regulators have responsibility for supervision and examination
of banks to determine whether each institution has 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. Bank examiners are also required
to assess the soundness of a bank's internal controls and to identify whether
further corrective action may be necessary to assure an appropriate level of
attention to Year 2000 processing capabilities.
24
<PAGE>
WESTERN SIERRA BANCORP
FORM 10-Q
(Continued)
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999
25
<PAGE>
WESTERN SIERRA BANCORP
FORM 10-Q
(Continued)
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999
PART 1 - FINANCIAL INFORMATION (Continued)
- -------------------------------
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (Continued)
OTHER MATTERS (Continued)
Year 2000 Compliance: (Continued)
The Bank has a written plan to address the Bank=s risks associated with the
impact of the Year 2000. The plan directs the Bank's Year 2000 compliance
efforts under the framework of a five-step program mandated by the Federal
Financial Institutions Examination Council ("FFIEC"). The FFIEC's five-step
program consists of five phases; awareness, assessment, renovation, validation
and implementation. In the awareness phase, which the Bank has completed, the
Year 2000 problem is defined and executive level support for the necessary
resources to prepare the Bank for Year 2000 compliance is obtained. In the
assessment phase, which the Bank has also completed, the size and complexity of
the problem and details of the effort necessary to address the Year 2000 issues
are assessed. The awareness and assessment phases are 100% complete. The
validation and implementation of mission critical systems is 100% complete. The
Bank is in the process of finalizing its contingency plans which is scheduled to
be completed by the end of the third quarter 1999.
The Bank is utilizing both internal and external resources to identify, correct
or reprogram, and test its systems for Year 2000 compliance. The Bank has
identified 57 vendors and 52 software applications which management believes are
material to its operations. Based on information received from its vendors and
testing results, The Bank believes approximately 94% of such vendors will be
Year 2000 compliant as of August 1, 1999. Testing of the critical system
applications for the core banking product provided by The Bank's primary vendor
was completed. It was retested in January 1999 with success. The verification
was completed by February 5, 1999. The core banking product includes software
solutions for general ledger, accounts payable, automated clearing house,
certificates of deposit and individual retirement accounts, commercial, mortgage
and installment loans, checking and savings accounts, proof of deposit
applications and ancillary support products.
The Bank has identified 14 vendors which the Bank does not believe will be fully
Year 2000 compliant as of August 1, 1999. Of the 14 vendors, none are material
to the Bank's operations. The Bank will make a decision if an alternate is
required. Each of these vendors has advised the Bank that it has completed the
evaluation, renovation and validation stages of Year 2000 compliance. Full
implementation is scheduled to be completed by the end of the third quarter
1999.
The Bank is also making efforts to ensure that its customers, particularly its
significant customers, are aware of the Year 2000 problem. The Bank has sent
Year 2000 correspondence to its significant deposit and loan customers. A
customer of the Bank is deemed significant if the customer possesses any of the
following characteristics:
- - Total indebtedness to the Bank of $250,000 or more.
- - The customer's business is dependent on the use of high technology and/or
the electronic exchange of information.
- - The customer's business is dependent on third party providers of data
processing services or products.
- - An average ledger deposit balance greater than $250,000.
- - Collateral taken by the Bank which could become impaired by Year 2000
problems.
- - Unsecured lines of credit which borrowers can draw funds at will.
26
<PAGE>
WESTERN SIERRA BANCORP
FORM 10-Q
(Continued)
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999
PART 1 - FINANCIAL INFORMATION (Continued)
- -------------------------------
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (Continued)
OTHER MATTERS (Continued)
Year 2000 Compliance: (Continued)
The Bank has amended its credit authorization documentation to include
consideration of the Year 2000 problem. The Bank assesses its significant
customer's Year 2000 readiness and assigns the customer an overall assessment of
"low," "medium" or "high" risk. Risk evaluation of the Bank's significant
customers was completed by December 31, 1998 and revised during the second
quarter 1999. Any depositor or lending customer determined to have a high or
medium risk is scheduled for an evaluation by the Bank every 90 days until the
customer can be assigned a low risk assessment. Four loans totaling $1.3 million
are considered high risk and are monitored closely for progress. All deposit
customers are either low risk or compliant with the exception of the six loan
customers noted above.
Because of the range of possible issues and large numbers of variables involved,
it is impossible to quantify the total potential cost of Year 2000 problems or
to determine The Bank's worst-case scenario in the event The Bank's Year 2000
remediation efforts or the efforts of those with whom it does business are not
successful. In order to deal with the uncertainty associated with the Year 2000
problem, The Bank has developed a contingency plan to address the possibility
that efforts to mitigate the Year 2000 risk are not successful either in whole
or part. This plan includes manual processing of information for critical
information technology systems and increased cash on hand. The contingency plans
were completed by June 30, 1999, after which the appropriate implementation
training is scheduled to take place by September 30, 1999.
As of June 30, 1999, the Bank has incurred approximately $111,000 in Year 2000
costs, which have been expensed as incurred. The Bank estimates that its costs
to complete Year 2000 compliance will be approximately $259,000. This estimate
includes the cost of purchasing hardware and licenses for software programming
tools, the cost of the time of internal staff and the cost of consultants. The
estimate does not include the time that internal staff are devoting to testing
programming changes. Testing is not expected to add significant incremental
costs.
27
<PAGE>
WESTERN SIERRA BANCORP
FORM 10-Q
(Continued)
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999
PART II - OTHER INFORMATION
- ---------------------------
ITEM 1. LEGAL PROCEEDINGS
The Company is subject to legal proceedings and claims which arise in the
ordinary course of business. In the opinion of management, the amount of
ultimate liability with respect to these actions will not materially affect the
financial position or results of operations of the Company.
ITEM 2. CHANGES IN SECURITIES
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A Form 8-K, dated April 30, 1999, was filed on May 5, 1999. This Form 8-K
reported the acquisition by the Company of all the outstanding shares of Lake
Community Bank and Roseville 1st Community Bancorp in two separate
stock-for-stock exchanges.
28
<PAGE>
WESTERN SIERRA BANCORP
FORM 10-Q
(Continued)
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999
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 thereunto duly authorized.
Date: AUGUST 20, 1999
------------------
WESTERN SIERRA BANCORP
/s/ GARY GALL
-----------------------------
Gary Gall
President and
Chief Executive Officer
/s/ LESA FYNES
-----------------------------
Lesa Fynes
Chief Financial Officer
29
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 15,502,539
<INT-BEARING-DEPOSITS> 1,786,000
<FED-FUNDS-SOLD> 14,570,000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 48,355,758
<INVESTMENTS-CARRYING> 1,882,929
<INVESTMENTS-MARKET> 1,859,291
<LOANS> 181,782,437
<ALLOWANCE> 2,648,111
<TOTAL-ASSETS> 284,828,859
<DEPOSITS> 257,270,953
<SHORT-TERM> 0
<LIABILITIES-OTHER> 3,323,007
<LONG-TERM> 0
0
0
<COMMON> 13,747,003
<OTHER-SE> 10,487,896
<TOTAL-LIABILITIES-AND-EQUITY> 24,234,899
<INTEREST-LOAN> 8,083,938
<INTEREST-INVEST> 1,636,778
<INTEREST-OTHER> 428,778
<INTEREST-TOTAL> 10,149,494
<INTEREST-DEPOSIT> 3,670,945
<INTEREST-EXPENSE> 3,670,945
<INTEREST-INCOME-NET> 6,478,549
<LOAN-LOSSES> 315,000
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 5,901,462
<INCOME-PRETAX> 1,864,669
<INCOME-PRE-EXTRAORDINARY> 1,864,669
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,233,356
<EPS-BASIC> .52
<EPS-DILUTED> .51
<YIELD-ACTUAL> 8.11
<LOANS-NON> 1,026,400
<LOANS-PAST> 150,000
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 2,431,117
<CHARGE-OFFS> 74,269
<RECOVERIES> 172,275
<ALLOWANCE-CLOSE> 2,648,111
<ALLOWANCE-DOMESTIC> 2,648,111
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
