Community Valley Bancorp (CVLL) 10-Q 2009 Q3 Quarterly report

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2009

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

COMMUNITY VALLEY BANCORP

(Exact name of registrant as specified in its charter)

California	000-51678	68-0479553
(State or other jurisdiction of	(Commission File Number)	(IRS Employer ID Number)
incorporation or organization)
1360 E. Lassen Avenue, Chico, California		95973
(Address of principal executive offices)		(Zip code)

(530) 899-2344

(Registrant’s telephone number, including area code)

(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 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  o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  o      No  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Exchange Act Rule 12-b-2.

Large accelerated filer  o	Accelerated filer  o
Non-accelerated filer  o	Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2. Yes  o     No  x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

No par value Common Stock — 6,699,603 shares outstanding at November 16, 2009.

Table of Contents

PART I		3
	Item 1. Financial Statements (unaudited)	3
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations of Community Valley Bancorp	15
	Item 3. Quantitative and Qualitative Disclosures about Market Risk	33
	Item 4. Controls and Procedures	34
PART II		36
	Item 1. Legal Proceedings	36
	Item 1A. Risk Factors	36
	Item 2. Changes in Securities and Use of Proceeds	36
	Item 4. Submission of Matters to a Vote of Security Holders	36
	Item 5. Other Information	36
	Item 6. Exhibits	36
	Signatures	37
	Ex. 31.1. Certification of CEO Pursuant to Section 302 of the Sarbanes Oxley Act of 2002
	Ex. 31.2 Certification of CFO Pursuant to Section 302 of the Sarbanes Oxley Act of 2002
	Ex. 32.1 Certification of CEO Pursuant to Section 906 of the Sarbanes Oxley Act of 2002
	Ex. 32.2 Certification of CFO Pursuant to Section 906 of the Sarbanes Oxley Act of 2002

2

PART I - FINANCIAL INFORMATION

Item 1

COMMUNITY VALLEY BANCORP

CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited)

(dollars in thousands, except share data)

	September 30, 2009			December 31, 2008
ASSETS
Cash and due from banks	$	12,703		$	21,743
Federal funds sold	23,220			36,605
Total cash & cash equivalents	35,923			58,348
Interest-bearing deposits in banks	2,740			2,576
Investment securities (fair value of $5,716 at September 30, 2009, and $7,100 at December 31, 2008)	5,697			7,096
Loans held for sale at lower of cost or market	409			320
Loans, less allowance for loan losses of $12,771 at September 30, 2009 and $7,826 at December 31, 2008	451,256			486,522
Premises and equipment, net	5,701			7,013
Other real estate	13,484			2,068
Bank owned life insurance	11,572			11,199
Accrued interest receivable and other assets	26,910			20,102
Total assets	$	553,692		$	595,244
LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits:
Non-interest bearing	$	73,443		$	82,159
Interest bearing	416,873			444,326
Total deposits	490,316			526,485
ESOP and other notes payable	4,659			5,054
Junior subordinated debentures	8,248			8,248
Accrued interest payable and other liabilities	16,302			15,318
Total liabilities	519,525			555,105
Commitments and contingencies (Note 5)
Shareholders’ equity
Preferred stock - no par value; 10,000,000 shares authorized; none outstanding
Common stock - no par value; 20,000,000 shares authorized; issued and outstanding - 6,699,603 shares at September 30, 2009, and 6,699,553 shares at December 31, 2008	10,182			10,147
Unallocated ESOP shares - 164,341 shares at September 30, 2009 and 124,207 shares at December 31, 2008 (at cost)	(1,599		)	(1,438		)
Retained earnings	25,453			31,416
Accumulated other comprehensive income, net	131			14
Total shareholders’ equity	34,167			40,139
Total liabilities and shareholders’ equity	$	553,692		$	595,244

See Notes to Unaudited Condensed Consolidated Financial Statements

3

COMMUNITY VALLEY BANCORP

CONDENSED CONSOLIDATED STATEMENT OF INCOME (Unaudited)

(dollars in thousands, except per share data)

	For the periods ended September 30,
	Three Months					Nine Months
	2009			2008		2009			2008
Interest income:
Interest and fees on loans	$	6,978		$	9,225	$	21,388		$	27,126
Interest on Federal funds sold	21			83		72			534
Interest on deposits in banks	18			49		61			355
Interest on investment securities:
Taxable	45			97		164			315
Exempt from Federal income tax	17			17		49			49
Total interest income	7,079			9,471		21,734			28,379
Interest expense:
Interest expense on deposits	1,280			2,216		4,803			7,424
Interest expense on junior subordinated debentures	44			143		330			423
Interest expense on notes payable	105			80		264			113
Total interest expense	1,429			2,439		5,397			7,960
Net interest income before provision for loan losses	5,650			7,032		16,337			20,419
Provision for loan losses	5,900			750		13,000			1,425
Net interest income after provision for loan losses	(250		)	6,282		3,337			18,994
Non-interest income:
Sale of merchant processing portfolio	—			—		2,640			—
Loss on sale of investment security	—			—		(172		)	—
Other income	2,149			2,539		7,178			6,708
Total non-interest income	2,149			2,539		9,646			6,708
Non-interest expenses:
Salaries and employee benefits	3,112			3,729		9,676			11,080
Occupancy	737			727		2,123			2,116
Furniture and equipment	599			668		1,887			1,960
Other real estate	2,265			31		3,622			39
FDIC assessments	267			78		1,315			234
Other expense	1,714			1,723		4,903			5,240
Total non-interest expense	8,694			6,956		23,526			20,669
(Loss) income before (benefit) provision for income taxes	(6,795		)	1,865		(10,543		)	5,033
(Benefit) provision for income taxes	(3,232		)	564		(4,580		)	1,864
Net (loss) income	$	(3,563	)	$	1,301	$	(5,963	)	$	3,169
Basic (loss) earnings per share	$	(0.55	)	$	0.20	$	(0.91	)	$	0.45
Diluted (loss) earnings per share	$	(0.55	)	$	0.20	$	(0.91	)	$	0.44
Cash dividends per share	$	—		$	0.04	$	—		$	0.16

See Notes to Unaudited Condensed Consolidated Financial Statements

4

COMMUNITY VALLEY BANCORP

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited)

 (In thousands except number of shares)

												Accumulated Other
												Comprehensive			Total
	Common Stock					Unallocated			Retained			Income, net of			Shareholders’			Comprehensive
	Shares		Amount			ESOP shares			Earnings			taxes			Equity			Income (Loss)
Balance, January 1, 2008	7,607,908		$	10,910		$	(1,407	)	$	41,454		$	17		$	50,974
Comprehensive income
Net income									2,739						2,739			$	2,739
Other comprehensive income
Net change in unrealized gains on available-for-sale investment securities												(3		)	(3		)	(3		)
Total comprehensive income																		$	2,736
Exercise of stock options and related tax benefit	103,651		654												654
Amortization of stock compensation-ESOP shares			(8		)	90									82
Shares acquired by ESOP						(121		)							(121		)
Cash dividends- $.12 per share									(1,148		)				(1,148		)
Stock-based compensation expense			80												80
Retirement of common stock	(1,012,006	)	(1,489		)				(11,629		)				(13,118		)
Balance, December 31, 2008	6,699,553		10,147			(1,438		)	31,416			14			40,139
Comprehensive loss
Net loss									(5,963		)				(5,963		)	$	(5,963	)
Other comprehensive income
Net change in unrealized gains on available-for-sale investment securities												117			117			117
Total comprehensive loss																		$	(5,846	)
Exercise of stock options and related tax benefit	50		1												1
Amortization of stock compensation-ESOP shares			(10		)	56									46
Shares acquired by ESOP						(217		)							(217		)
Stock-based compensation expense			44												44
Balance, September 30, 2009	6,699,603		$	10,182		$	(1,599	)	$	25,453		$	131		$	34,167

See Notes to Unaudited Condensed Consolidated Financial Statements

5

COMMUNITY VALLEY BANCORP

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)

(In thousands)

	Nine Months Ended
	September 30,
	2009			2008
Cash flows from operating activities:
Net (loss) income	$	(5,963	)	$	3,169
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses	13,000			1,425
Decrease in deferred loan origination fees	(260		)	(149		)
Depreciation and amortization, net	1,476			1,596
Gain on disposition of Bank premises and equipment	(22		)	(4		)
Loss on write-down of other real estate	3,763			—
Net increase in loans held for sale	(88		)	(478		)
Increase in cash surrender value of bank-owned life insurance, net	(313		)	(325		)
Excess tax benefit from exercise of stock options	—			(163		)
Non-cash compensation expense associated with the ESOP	46			124
Stock based compensation	44			63
Loss recognized on investment security	172			—
(Increase) decrease in accrued interest receivable and other assets	(3,886		)	357
Increase in accrued interest payable and other liabilities	1,069			2,844
Provision for deferred income taxes	(3,000		)	(242		)
Net cash provided by operating activities	6,038			8,217
Cash flows from investing activities:
Increase in interest-bearing deposits in banks	(164		)	1,080
Proceeds from matured or called available-for-sale investment securities	3,000			2,000
Proceeds from principal payments on available-for-sale investment securities	217			163
Proceeds from matured or called held-to-maturity investment securities	88			1,000
Proceeds from principal payments of held-to-maturity investment securities	118			185
Purchase of available-for-sale investment securities	(1,000		)	(4,009		)
Purchase of held-to-maturity investment securities	(996		)	(1,750		)
Purchases of premises and equipment	(172		)	(678		)
Proceeds from sale of premises and equipment	24			9,712
Acquisition of other real estate	(319		)	—
Proceeds from sale of other real estate	1,661			—
Premiums paid for life insurance policies	(60		)	—
Net decrease (increase) in loans	5,920			(59,273		)
Net cash provided by (used in) investing activities	8,317			(51,570		)
Cash flows from financing activities:
Net (decrease) increase in demand, interest-bearing and savings deposits	(3,441		)	4,935
Net decrease in time deposits	(32,728		)	27,443
Proceeds from note payable	—			4,000
Repayment of note payable	(500		)	—
Repayment of ESOP note payable	(112		)	(117		)
Proceeds from ESOP note payable	217			—
Purchase of ESOP shares	(217		)	—
Payment of cash dividends	—			(1,490		)
Tax benefit from the exercise of stock options	—			163
Proceeds from exercise of stock options	1			467
Retirement of common stock	—			(13,118		)
Repayment of junior subordinated debentures	—			(8,248		)
Net cash (used in) provided by financing activities	(36,780		)	14,035
Decrease in cash and cash equivalents	(22,425		)	(29,318		)
Cash and cash equivalents at beginning of year	58,348			86,004
Cash and cash equivalents at end of period	$	35,923		$	56,686

See Notes to Unaudited Condensed Consolidated Financial Statements

6

Community Valley Bancorp

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements of Community Valley Bancorp and subsidiaries (the “Company”) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and footnote disclosures required by accounting principles generally accepted in the United States of America (GAAP) for annual financial statements are not included herein, however the Company believes that the disclosures made are adequate to make the information not misleading. In the opinion of management, all adjustments (which consist solely of normal recurring adjustments) considered necessary for a fair presentation of the results for the interim periods presented have been included. These interim consolidated financial statements should be read in conjunction with the financial statements and related notes contained in the Company’s 2008 Annual Report to Shareholders on Form 10-K.

The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Butte Community Bank (the “Bank”) and BCB Insurance Agency, LLC. All significant inter-company balances and transactions have been eliminated in consolidation. The Company also has a wholly-owned unconsolidated subsidiary, Community Valley Bancorp Trust II (the “Trust”), a Delaware statutory business trust, formed for the sole purpose of issuing trust preferred securities. The results of operations for the three-month and nine month periods ended September 30, 2009 may not necessarily be indicative of the operating results for the full year 2009.

Management has determined that because all of the commercial banking products and services offered by the Company are available in each branch of the bank, all branches are located within the same economic environment and management does not allocate resources based on the performance of different lending or transaction activities, it is appropriate to aggregate the Bank branches and report them as a single operating segment. No single customer accounts for more than 10% of the revenues of the Company or the Bank.

The Company evaluated subsequent events for potential recognition and/or disclosure through November 16, 2009, the date the condensed consolidated financial statements were issued.

The preparation of the condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions.  These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from these estimates.

2. EARNINGS PER SHARE COMPUTATION

Basic earnings per share are computed by dividing net income by the weighted average common shares outstanding for the period (6,531,724 and 6,538,895 shares for the three and nine month periods ended September 30, 2009 and 6,605,621 and 7,100,673 shares for the three and nine month periods ended September 30, 2008). Diluted earnings per share reflect the potential dilution that could occur if outstanding stock options were exercised using the treasury stock method. Diluted earnings per share is computed by dividing net income by the weighted average common shares outstanding for the period plus the dilutive effect of options (zero shares for the three and nine month periods ended September 30, 2009 and 41,305 and 86,562 shares for the three and nine month periods ended September 30, 2008).  As of September 30, 2009, 314,186 outstanding options were “out of the money “compared to 152,293 at September 30, 2008, that is the option price was higher than the market price so these shares were not used in the calculation of earnings per share as they are considered antidilutive.  In addition, diluted earnings per share are not presented when a loss occurs because the conversion of potential common stock is anti-dilutive.

3. COMPREHENSIVE (LOSS) INCOME

Comprehensive (loss) income is reported in addition to net (loss) income for all periods presented. Comprehensive (loss) income is made up of net (loss) income plus other comprehensive income or loss. The Company’s only source of comprehensive income or loss is changes in unrealized gains or losses, net of taxes, on available-for-sale securities, adjusted for the effect of realized gains or losses on available-for-sale securities, net of taxes. Comprehensive (loss) income was $(3,510,000) and $(5,846,000) for the three and nine month periods ended September 30, 2009 compared to $1,301,000 and $3,147,000 for the same periods in 2008, respectively.

7

4. STOCK - BASED COMPENSATION

The Company issues stock options under two stock-based compensation plans, the Community Valley Bancorp 1997 and 2000 Stock Option Plans. The plans require that the option price may not be less than the fair market value of the stock at the date the option is granted, and that the stock must be paid in full at the time the option is exercised. The options expire on a date determined by the Board of Directors, but not later than ten years from the date of grant. The vesting period is determined by the Board of Directors and is generally over five years; however, nonstatutory options granted during 1997 vested immediately. Under the 1997 plan, 4,738 shares of common stock remain reserved for issuance to employees, and the related options are exercisable until their expiration. However, no new options will be granted under this plan. Under the Company’s 2000 stock option plan, 332,048 shares of common stock remain reserved for issuance to employees and directors. There are 106,795 additional shares available for future grants.

Stock option activity for the interim 2009 period is summarized below:

2009	Shares		Weighted Average Exercise Price		Weighted Average Contractual Term	Aggregate Intrinsic Value
Outstanding at January 1	350,231		$	4.93	3.4 years	$	0
Exercised	(50	)	$	4.70
Cancelled/Expired	(18,133	)	$	8.19
Outstanding at September 30	332,048		$	4.93	2.6 years	$	0
Options vested or expected to vest at September 30	327,448		$	4.93	2.8 years	$	0
Exercisable at September 30	312,446		$	4.93	2.7 years	$	0

5. COMMITMENTS AND CONTINGENCIES

The Company is party to claims and legal proceedings arising in the ordinary course of business. In the opinion of the Company’s management, the amount of ultimate liability with respect to such proceedings will not have a material adverse effect on the financial condition or result of operations of the Company taken as a whole.

In the normal course of business, there are various outstanding commitments to extend credit which are not reflected in the financial statements, including loan commitments of $100,993,000 and $148,000,000 and stand-by letters of credit of $5,149,000 and $6,482,000 at September 30, 2009 and December 31, 2008, respectively.

Of the loan commitments outstanding at September 30, 2009, $26,820,000 are real estate construction loan commitments  that are not expected to fund within the next twelve months due to the current downturn in the real estate market. The remaining commitments primarily relate to revolving lines of credit or other commercial loans, and many of these are expected to expire without being drawn upon. Therefore, the total commitments do not necessarily represent future cash requirements. Each loan commitment and the amount and type of collateral obtained, if any, are evaluated on an individual basis. Collateral held varies, but may include real property, bank deposits, debt or equity securities or business assets.

Stand-by letters of credit are conditional commitments written to guarantee the performance of a customer to a third party. These guarantees are primarily related to the purchases of inventory by commercial customers and are typically short-term in nature. Credit risk is similar to that involved in extending loan commitments to customers and accordingly, evaluation and collateral requirements similar to those for loan commitments are used. The fair value of the liability related to these stand-by letters of credit, which represents the fees received for issuing the guarantees, was not significant at September 30, 2009 and December 31, 2008. The Company recognizes these fees as revenues over the term of the commitment or when the commitment is used.

6.  INCOME TAXES

The Company files its income tax returns on a consolidated basis with its subsidiaries. The allocation of income tax expense (benefit) represents each entity’s proportionate share of the consolidated provision for income taxes.

8

The Company accounts for income taxes using the liability or balance sheet method. Under this method, deferred tax assets and liabilities are recognized for the tax consequences of temporary differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. On the consolidated balance sheet, net deferred tax assets are included in accrued interest receivable and other assets. Management has reviewed the deferred tax assets recorded at September 30, 2009 and has determined that a valuation allowance was not needed.

7.  ESOP AND OTHER NOTES PAYABLE

Other notes payable include a note payable from a correspondent bank to the holding company in an original amount of $4.0 million, the proceeds of which were down-streamed to Butte Community Bank in the form of additional common stock issued to the holding company.  This note has a current principal balance of $3.5 million, had an initial two year term with a maturity date of June 30, 2010 and an interest rate equal to the three month LIBOR rate plus 8.125% adjusted quarterly. The rate was adjusted to 8.41% on September 30, 2009.  The remaining $1,159,230 represents the balance of the ESOP note payable due April 10, 2014 with a variable interest rate based on an independent index.  At September 30, 2009 the interest rate was 5.75%. The ESOP line of credit was fully funded during the first quarter 2009 to purchase additional shares for the ESOP.

8.  INVESTMENT SECURITIES

The amortized cost and estimated fair value of available-for-sale investment securities at September 30, 2009 and December 31, 2008 consisted of the following:

Available for Sale

	September 30, 2009
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Debt securities:
U.S. Government agencies	$	2,865,000	$	120,000	$	—	$	2,985,000
Obligations of states and political subdivisions	1,358,000		100,000		—		1,458,000
	$	4,223,000	$	220,000	$	—	$	4,443,000

	December 31, 2008
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
Debt securities:
U.S. Government agencies	$	5,080,000	$	24,000	$	(10,000	)	$	5,094,000
Obligations of states and political subdivisions	1,358,000		16,000		(6,000		)	1,368,000
	$	6,438,000	$	40,000	$	(16,000	)	$	6,462,000

Net unrealized gains on available-for-sale investment securities totaling $220,000 and $24,000 were recorded, net of $89,000 and 10,000 in tax expenses for 2009 and 2008, respectively. There were no sales or transfers of available-for-sale investment securities for the periods ended September 30, 2009 and December 31, 2008.

9

The amortized cost and estimated fair value of held-to-maturity investment securities at September 30, 2009 and December 31, 2008 consisted of the following:

Held to Maturity

	September 30, 2009
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Debt securities:
U.S. Government agencies	$	1,254,000	$	18,000	$	—	$	1,273,000
	$	1,254,000	$	18,000	$	—	$	1,273,000

	December 31, 2008
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Debt securities:
U.S. Government agencies	$	373,000	$	4,000	$	—	$	377,000
Other Securities	261,000		—		—		261,000
	$	634,000	$	4,000	$	—	$	638,000

Net unrealized gains on held-to-maturity investment securities totaling $18,000 and $4,000 were recorded for 2009 and 2008, respectively. The Company charged off $1,489,000 in December 2008 when an investment was determined to be other than temporarily impaired. The investment continued to be a credit risk and was therefore sold in the first quarter of 2009. There were no transfers of held-to-maturity investment securities for the period ended September 30, 2009. There were no sales or transfers of held to maturity investment securities for the period ended December 31, 2008.

There were no investment securities with unrealized losses at September 30, 2009. Investment securities with unrealized losses at December 31, 2008 are summarized and classified according to the duration of the loss period as follows:

Available-for-sale

	December 31, 2008
	Less than 12 Months					12 Months or More					Total
	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
Debt securities:
U.S. Government agencies	$	—	$	—		$	686,000	$	(10,000	)	$	686,000	$	(10,000	)
Obligations of states and political subdivisions	657,000		(6,000		)	—		—			657,000		(6,000		)
	$	657,000	$	(6,000	)	$	686,000	$	(10,000	)	$	1,343,000	$	(16,000	)

At September 30, 2009, the Company held ten U.S. Government agency securities, none of which was in a loss position and held three obligations of state and political subdivision securities none of which was in a loss position.

The amortized cost and estimated fair value of investment securities at September 30, 2009, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because the issuers of securities may have the right to call or prepay obligations with or without prepayment penalties.

10

	Available for Sale				Held to Maturity
	Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
Within one year	$	—	$	—	$	—	$	—
After one year through five years	1,000,000		1,008,000		999,000		1,005,000
After five years through ten years	495,000		542,000		—		—
After ten years	863,000		921,000		—		—
	2,358,000		2,471,000		999,000		1,005,000
Investment securities not due at a single maturity date:
SBA pools	1,865,000		1,972,000		255,000		268,000
	$	4,223,000	$	4,443,000	$	1,254,000	$	1,273,000

Investment securities with amortized costs totaling $3,357,000 and $4,356,000 and fair values totaling $3,471,000 and $4,382,000 were pledged to secure public deposits and treasury, tax and loan accounts at September 30, 2009 and December 31, 2008, respectively.

9.FAIR VALUE MEASUREMENTS

The carrying amounts and estimated fair values of the Company’s financial instruments are as follows (in thousands):

	September 30, 2009				December 31, 2008
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Financial assets:
Cash and due from banks	$	12,703	$	12,703	$	21,743	$	21,743
Federal Funds sold	23,220		23,220		36,605		36,605
Interest-bearing deposits in banks	2,740		2,743		2,576		2,595
Loans held for sale	409		409		320		320
Investment securities	5,697		5,716		7,096		7,100
Loans	451,256		459,960		486,522		487,578
Other investments	1,029		1,029		1,096		1,096
Accrued interest receivable	3,331		3,331		3,838		3,838
Cash surrender value of Bank owned life insurance policies	11,572		11,572		11,199		11,199
Loan servicing assets	2,925		2,925		2,004		2,004
Financial liabilities:
Deposits	$	490,316	$	492,739	$	526,485	$	527,720
Notes payable	4,659		4,659		5,054		5,054
Junior subordinated debentures	8,248		9,586		8,248		9,205
Accrued interest payable	429		429		6,450		6,450

Estimated fair values are disclosed for financial instruments for which it is practicable to estimate fair value. These estimates are made at a specific point in time based on relevant market data and information about the financial instruments. These estimates do not reflect any premium or discount that could result from offering the Company’s entire holdings of a particular financial instrument for sale at one time, nor do they attempt to estimate the value of anticipated future business related to the instruments. In addition, the tax ramifications related to the realization of unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in any of these estimates.

Because no market exists for a significant portion of the Company’s financial instruments, fair value estimates are based on judgments regarding current economic conditions, risk characteristics of various financial instruments and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the fair values presented.

The following methods and assumptions were used by the Company to estimate the fair value of its financial instruments at September 30, 2009 and December 31, 2008:

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Cash and cash equivalents: Cash and cash equivalents include cash and due from banks, and Federal funds sold where the carrying amount is estimated to be fair value.

Interest-bearing deposits in banks: The fair values of interest-bearing deposits in banks are estimated by discounting their future cash flows using rates at each reporting date for instruments with similar remaining maturities offered by comparable financial institutions.

Investment securities: For investment securities, fair values are based on quoted market prices, where available. If quoted market prices are not available, fair values are estimated using quoted market prices for similar securities and indications of value provided by brokers.

Loans: Fair values of loans held for sale are estimated using quoted market prices for similar loans or the amount that purchasers have committed to purchase the loans. For variable-rate loans that reprice frequently with no significant change in credit risk, fair values are based on carrying values.  The fair values for other loans are estimated using discounted cash flow analyses, using interest rates offered at each reporting date for loans with similar terms to borrowers of comparable creditworthiness adjusted for the allowance for loan losses. The carrying amount of accrued interest receivable approximates its fair value.

Other investments: Other investments include non-marketable equity securities. The carrying value of these investments approximates their fair value.

Bank owned life insurance policies: The fair values of life insurance policies are based on cash surrender values at each reporting date provided by the insurers.

Loan servicing assets: The fair value of servicing assets is estimated using projected cash flows, adjusted for the effects of anticipated prepayments, using a market discount rate.

Deposits: The fair values of time deposits are based on the discounted value of contractual cash flows using discount rates equal to the interest rates offered at each reporting date by the Bank for time deposits with similar maturities. The fair values of deposits that have no stated maturities are based on the carrying amounts reported in the balance sheet.

Notes payable: The ESOP note payable reprice is based upon an independent index. The other note payable reprice is based upon an independent index plus a stated rate. The carrying amount of the notes payable approximates their fair value.

Junior subordinated debentures: The fair value of the junior subordinated debentures was determined based on the current market for like-kind instruments of a similar maturity and structure.

Commitments to extend credit and standby letters of credit: Commitments to extend credit are primarily for variable rate loans and standby letters of credit. The fair value of commitments are estimated using the fees currently charged to enter into similar agreements and are not significant and, therefore, not included in the above table.

The following tables present information about the Company’s assets and liabilities measured at fair value on a recurring and non recurring basis as of September 30, 2009.

Assets measured at fair value on a recurring basis are summarized below:

	Fair Value Measurements
	at September 30, 2009, Using
			Quoted Prices in		Other		Significant
			Active Markets for		Observable		Unobservable
	Fair Value		Identical Assets		Inputs		Inputs
Description	30-Sep-09		(Level 1)		(Level 2)		(Level 3)
Available-for-sale investment securities	$	4,443	$	—	$	4,443	$	—

The following methods were used to estimate the fair value of each class of financial instrument above:

Securities- Fair values for available-for-sale investment securities are based on quoted market prices.

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Assets measured at fair value on a non recurring basis are summarized below:

	Fair Value Measurements
	at September 30, 2009, Using
			Quoted Prices in		Other		Significant
			Active Markets for		Observable		Unobservable
	Fair Value		Identical Assets		Inputs		Inputs
Description	30-Sep-09		(Level 1)		(Level 2)		(Level 3)
Impaired loans	$	29,786	$	—	$	27,492	$	2,294
Other real estate	13,484		—		13,484		—
Total assets measured at fair value on a non recurring basis	$	43,270	$	—	$	40,976	$	2,294

Impaired Loans —The fair value of impaired loans is based on the fair value of the collateral for all collateral dependent loans and for other impaired loans is estimated using a discounted cash flow model. When the fair value of the collateral is based on a current appraisal value which uses observable data, the Company records the impaired loan as Level 2. Otherwise, the Company records the impaired loans as Level 3.

Other Real Estate — The fair value of other real estate is based primarily on the values obtained through current property appraisals which use observable data.

10.  NEW ACCOUNTING PRONOUNCEMENTS

FASB Accounting Standards Codification™ (ASC or Codification):  In June 2009, the FASB issued Accounting Standards Update (ASU) No. 2009-01 (formerly Statement No. 168), “Topic 105 - Generally Accepted Accounting Principles - FASB Accounting Standards Codification™and the Hierarchy of Generally Accepted Accounting Principles.” The Codification is the single source of authoritative nongovernmental U.S. generally accepted accounting principles (GAAP).  The Codification does not change current GAAP, but is intended to simplify user access to all authoritative GAAP by providing all the authoritative literature related to a particular topic in one place.  All existing accounting standard documents are superseded and all other accounting literature not included in the Codification is considered nonauthoritative.  The Codification is effective for interim or annual reporting periods ending after September 15, 2009.  We have made the appropriate changes to GAAP references in our financial statements.

Measuring Liabilities at Fair Value:  In August 2009, the FASB issued ASU No. 2009-05, “Fair Value Measurements and Disclosures (Topic 820) — Measuring Liabilities at Fair Value”.  This ASU provides amendments for fair value measurements of liabilities.  It provides clarification that in circumstances in which a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using one or more techniques.  ASU 2009-05 also clarifies that when estimating a fair value of a liability, a reporting entity is not required to include a separate input or adjustment to other inputs relating to the existence of a restriction that prevents the transfer of the liability.  ASU 2009-05 is effective for the first reporting period (including interim periods) beginning after issuance or fourth quarter 2009.  We are assessing the impact of ASU 2009-05 on our financial condition, results of operations, and disclosures.

Amendments to FASB Interpretation No. 46(R):  In June 2009, the FASB issued Statement No. 167, “Amendments to FASB Interpretation No. 46(R) (Topic 820)” (SFAS 167).  SFAS 167 amends the consolidation guidance applicable to variable interest entities.  The amendments to the consolidation guidance affect all entities currently within the scope of FIN 46(R), as well as qualifying special-purpose entities (QSPEs) that are currently excluded from the scope of FIN 46(R).  SFAS 167 is effective as of the beginning of the first annual reporting period that begins after November 15, 2009.  We are assessing the impact of SFAS 167 on our financial condition, results of operations, and disclosures.

Accounting for Transfers of Financial Assets:  In June 2009, the FASB issued Statement No. 166, “Accounting for Transfers of Financial Assets (Topic 860), an amendment of FASB Statement No. 140” (SFAS No. 166).  SFAS 166 amends the derecognition accounting and disclosure guidance relating to SFAS 140.  SFAS 166 eliminates the exemption from consolidation for QSPEs, it also requires a transferor to evaluate all existing QSPEs to determine whether it must be consolidated in accordance with SFAS 167.  SFAS 166 is effective as of the beginning of the first annual reporting period that begins after November 15, 2009.  We are assessing the impact of SFAS 166 on our financial condition, results of operations, and disclosures.

FASB Amends Disclosures about Fair Value of Financial Instruments:  In April 2009, the FASB issued ASC 825 (formerly FASB Staff Position (FSP) 107-1 and APB 28-1), “Interim Disclosures about Fair Value of Financial

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Instruments.”  ASC 825 requires a public entity to provide disclosures about fair value of financial instruments in interim financial information.  ASC 825 is effective for interim and annual financial periods ending after June 15, 2009.  We adopted the provisions of ASC 825 on April 1, 2009 and the impact on our disclosures are presented in Note 9 — Fair Value.

FASB Clarifies Other-Than-Temporary Impairment:  In April 2009, the FASB issued ASC 320 (formerly FSP FAS 115-2, FAS124-2 and EITF 99-20-2), “Recognition and Presentation of Other-Than-Temporary-Impairment.”  ASC 320 (i) changes existing guidance for determining whether an impairment is other than temporary to debt securities and (ii) replaces the existing requirement that the entity’s management assert it has both the intent and ability to hold an impaired security until recovery with a requirement that management assert: (a) it does not have the intent to sell the security; and (b) it is more likely than not it will not have to sell the security before recovery of its cost basis.  Under ASC 320, declines in the fair value of held-to-maturity and available-for-sale securities below their cost that are deemed to be other than temporary are reflected in earnings as realized losses to the extent the impairment is related to credit losses.  The amount of impairment related to other factors is recognized in other comprehensive income.  ASC 320 is effective for interim and annual periods ending after June 15, 2009.  We adopted the provisions of ASC 320 on April 1, 2009. The provisions of ASC 320 did not have an impact on our financial condition and results of operations.

FASB Clarifies Application of Fair Value Accounting:  In April 2009, the FASB issued ASC 820 (formerly FSP FAS 157-4), “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly.”  ASC 820 affirms the objective of fair value when a market is not active, clarifies and includes additional factors for determining whether there has been a significant decrease in market activity, eliminates the presumption that all transactions are distressed unless proven otherwise, and requires an entity to disclose a change in valuation technique.  ASC 820 is effective for interim and annual periods ending after June 15, 2009.  We adopted the provisions of ASC 820 on April 1, 2009.  The provisions of ASC 820 did not have a material impact on our financial condition and results of operations.

Noncontrolling Interests in Consolidated Financial Statements:  In December 2007, the FASB issued ASC 810 (formerly Statement No. 160), “Noncontrolling Interests in Consolidated Financial Statements.  ASC 810 requires that a noncontrolling interest in a subsidiary be reported separately within equity and the amount of consolidated net income specifically attributable to the noncontrolling interest be identified in the consolidated financial statements.  It also calls for consistency in the manner of reporting changes in the parent’s ownership interest and requires fair value measurement of any noncontrolling equity investment retained in a deconsolidation.  ASC 810 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008.  We adopted the provisions of ASC 810 on January 1, 2009.  The provisions of ASC 810 did not have an impact on our financial condition and results of operations.

Business Combinations:  In December 2007, the FASB issued ASC 805 (formerly Statement  No. 141R), “Business Combinations”.  ASC 805 broadens the guidance and , extends its applicability to all transactions and other events in which one entity obtains control over one or more other businesses.  It broadens the fair value measurement and recognition of assets acquired, liabilities assumed, and interests transferred as a result of business combinations.  ASC 805 expands on required disclosures to improve the statement users’ abilities to evaluate the nature and financial effects of business combinations.  ASC 805 is effective for the first annual reporting period beginning on or after December 15, 2008.  In April 2009, the FASB amended the guidance in ASC 805 and is effective for the first annual reporting period beginning on or after December 15, 2008.  The provisions of ASC 805 will only impact us if we are party to a business combination closing on or after January 1, 2009.

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF COMMUNITY VALLEY BANCORP

The following is Community Valley Bancorp’s (the “Company”) management’s discussion and analysis of the significant changes in balance sheet accounts between September 30, 2009 and December 31, 2008 and income and expense accounts for the three and nine month periods ended September 30, 2009 and 2008. The discussion is designed to provide a better understanding of significant trends related to the Company’s financial condition, results of operations, liquidity, capital resources and interest rate sensitivity.

In addition to the historical information contained herein, this report on Form 10-Q contains certain forward-looking statements. The reader of this report should understand that all such forward-looking statements are subject to various uncertainties and risks that could affect their outcome. The Company’s actual results could differ materially from those suggested by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, variances in the actual versus projected growth in assets, return on assets, loan losses, expenses, rates charged on loans and earned on securities investments, rates paid on deposits, competition effects, fee and other noninterest income earned, general economic conditions, nationally, regionally and in the operating market areas of the Company and its subsidiaries, changes in the regulatory environment, changes in business conditions and inflation, changes in securities markets, data processing problems, a decline in real estate values in the Company’s market area,  the effects of terrorism, including the events of September 11, 2001 and thereafter, and the conduct of the war on terrorism by the United States and its allies, as well as other factors. This entire report should be read putting such forward-looking statements in context.

General Development of Business

The Company is a financial holding company (“FHC”) registered and authorized to engage in the activities permitted under the Bank Holding Company Act of 1956, as amended. The Company was incorporated under the laws of the State of California in 2002 and elected to change to a FHC in 2004. As a financial holding company, the Company is subject to the Federal Holding Company Act and to supervision by the board of Governors of the Federal Reserve System (“FRB”). Its principal office is located at 1360 E. Lassen Avenue, Chico, California 95973 and its telephone number is (530) 899-2344.

The Company owns 100% of the issued and outstanding common shares of Butte Community Bank (the “Bank”). The Bank was incorporated and commenced business in Paradise and Oroville, California in 1990. The Bank operates fifteen full service offices within its service areas of Butte, Sutter, Yuba, Tehama, Shasta, and Colusa Counties. The Bank also maintains a Loan Production Office (LPO) in Citrus Heights, in Sacramento County. In March 2009, the Gridley LPO was consolidated with the full service Yuba City Office. Butte Community Bank’s primary business is serving the commercial banking needs of small to mid-sized businesses and consumers within those counties. Butte Community Bank accepts checking and savings deposits, offers money market deposit accounts and certificates of deposit, makes secured and unsecured commercial, secured real estate, and other installment and term loans and offers other customary banking services.

On December 1, 2004, the Company formed a wholly-owned subsidiary, CVB Insurance Agency LLC for the purpose of providing insurance related services.  The name was subsequently changed to Butte Community Insurance Agency LLC in April 2006.

On July 10, 2007 the Company formed a wholly-owned unconsolidated subsidiary, Community Valley Bancorp Trust II (the “Trust”), a Delaware statutory business trust, for the purpose of issuing trust preferred securities.

Critical Accounting Policies

General

The Company’s significant accounting principles are described in Note 1 of the consolidated financial statements in the Company’s 2008 Annual Report to Shareholders on Form 10-K and are essential to understanding Management’s Discussion and Analysis of Results of Operations and Financial Condition. Community Valley Bancorp’s annual consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). The financial information contained within our statements is, to a significant extent, financial information that is based on measures of the financial effects of transactions and events that have already occurred. Some of the Company’s accounting principles require significant judgment to estimate values of assets or liabilities. In addition, certain accounting principles require significant judgment in applying the complex accounting principles to transactions to determine the most appropriate treatment. The following is a summary of the more judgmental and complex accounting estimates and principles.

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Allowance for Loan Losses (ALL)

The allowance for loan losses is management’s best estimate of the probable losses that may be sustained in our loan portfolio. The allowance is based on two basic principles of accounting:  (1) ASC 450 which requires that losses be accrued when they are probable of occurring and estimable and (2) ASC 310 which requires that losses be accrued on impaired loans based on the differences between the value of collateral, present value of future cash flows or values that are observable in the secondary market and the loan balance.

The Company performs periodic and systematic detailed evaluations of its lending portfolio to identify and estimate the inherent risks and assess the overall collectibility. These evaluations include general conditions such as the portfolio composition, size and maturities of various segmented portions of the portfolio such as secured, unsecured, construction, and Small Business Administration (“SBA”).

Additional factors include concentrations of borrowers, industries, geographical sectors, loan product, loan classes and collateral types, volume and trends of loan delinquencies and non-accrual, criticized and classified assets and trends in the aggregate in significant credits identified as watch list items. There are several components to the determination of the adequacy of the ALL. Each of these components is determined based upon estimates that can and do change when the actual events occur. The Company estimates the ASC 450 portion of the ALL based on the segmentation of its portfolio. For those segments that require an ALL, the Company estimates loan losses on a monthly basis based upon its ongoing loan review process and analysis of loan performance. The Company follows a systematic and consistently applied approach to select the most appropriate loss measurement methods and support its conclusions and rationale with written documentation. One method of estimating loan losses for groups of loans is through the application of loss rates to the groups’ aggregate loan balances. Such rates typically reflect historical loss experience for each group of loans, adjusted for relevant economic factors over a defined period of time. The Company evaluates and modifies its loss estimation model as needed to ensure that the resulting loss estimate is consistent with GAAP.

For individually impaired loans, ASC 310 provides guidance on the acceptable methods to measure impairment. Specifically, ASC 310 states that when a loan is impaired, the Company should measure impairment based on the present value of expected future principal and interest cash flows discounted at the loan’s effective interest rate, except that as a practical expedient, a creditor may measure impairment based on a loan’s observable market price or the fair value of collateral, if the loan is collateral dependent. When developing the estimate of future cash flows for a loan, the Company considers all available information reflecting past events and current conditions, including the effect of existing environmental factors.

Loan Sales and Servicing

The Company originates government guaranteed loans and mortgage loans that may be sold in the secondary market.  The amount of gains recorded on sales of loans and the initial recording of servicing assets and interest only (I/O) strips is based on the estimated fair values of the respective components.  In recording the initial fair value of the servicing assets and the fair value of the I/O strips receivable, the Company uses estimates which are based on management’s expectations of future prepayments and discount rates.  Servicing assets are amortized over the estimated life of the related loan.  I/O strips are not significant at September 30, 2009.  These prepayment and discount rates were based on current market conditions and historical performance of the various pools of serviced loans.  If actual prepayments with respect to sold loans occur more quickly than projected, the carrying value of the servicing assets may have to be adjusted through a charge to earnings.

Stock-Based Compensation

Compensation cost is recognized for all share-based payments over the requisite service periods of the awards based on the grant-date fair value of the options determined using the Black-Scholes-Merton based option valuation model.  Critical assumptions that are assessed in computing the fair value of share-based payments include stock price volatility, expected dividend rates, the risk free interest rate and the expected lives of such options. Compensation cost recorded is net of estimated forfeitures expected to occur prior to vesting. See Note 4 to the Unaudited Condensed Consolidated Financial Statements for additional information related to stock-based compensation.

Impairment of Investment Securities

Investment securities are evaluated for other-than-temporary impairment on at least a quarterly basis and more frequently when economic or market conditions warrant such an evaluation to determine whether a decline in their value below amortized cost is other than temporary. Management utilizes criteria such as the magnitude and duration of the decline, the financial condition of the issuer, rating agency changes related to the issuer’s securities and the intent and ability of the Bank to retain its investment in

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the issues for a period of time sufficient to allow for an anticipated recovery in fair value, in addition to the reasons underlying the decline, to determine whether the loss in value is other than temporary. The term “other than temporary” is not intended to indicate that the decline is permanent, but indicates that the prospects for a near-term recovery of value is not necessarily favorable, or that there is a lack of evidence to support a realizable value equal to or greater than the carrying value of the investment. Once a decline in value is determined to be other-than-temporary and management has the ability and intent to hold the security to a forecasted recovery of cost, only the portion of the impairment loss representing credit exposure would be recognized as a charge to earnings, with the balance recognized as a charge to other comprehensive income.  If management, intends to sell the security or it is more likely than not that it will be required to sell the security before recovering its forecasted cost, the entire impairment loss would be recognized as a charge to earnings.

Revenue recognition

The Company’s primary source of revenue is net interest income, which is the difference between the interest income it receives on interest-earning assets and the interest expense it pays on interest-bearing liabilities, and fee income, which includes fees earned on deposit services, income from sales and servicing of SBA loans, electronic-based cash management services, and mortgage brokerage fee income.  Interest income is recorded on an accrual basis. Note 1 to the Consolidated Financial Statements in the Company’s 2008 Annual Report to Shareholders on Form 10-K offers an explanation of the process for determining when the accrual of interest income is discontinued on an impaired loan.

Income Taxes

The Company accounts for income taxes under the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using currently enacted tax rates applied to such taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. If future income should prove non-existent or less than the amount of deferred tax assets within the tax years to which they may be applied, the asset may not be realized and our net income will be reduced.

The Company accounts for uncertainty in income taxes under Financial Accounting Standards Board (“FASB”) ASC 740, Accounting for Uncertainty in Income Taxes.  Under the provisions of ASC 740, only tax positions that met the more likely than not recognition threshold that the tax position would be sustained in a tax examination were recognized or continue to be recognized.

When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained.  The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any.  Tax positions taken are not offset or aggregated with other positions.  Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority.  The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination.  Interest expense and penalties associated with unrecognized tax benefits are classified as income tax expense in the consolidated statement of income.

Fair Value

Effective January 1, 2008, the Company adopted ASC 820, Fair Value Measurements, which among other things requires enhanced disclosures about financial instruments carried at fair value. ASC 820 establishes a hierarchical disclosure framework associated with the level of observable pricing scenarios utilized in measuring financial instruments at fair value. The degree of judgment utilized in measuring the fair value of financial instruments generally correlates to the level of the observable pricing scenario. Financial instruments with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of observable pricing and a lesser degree of judgment utilized in measuring fair value. Conversely, financial instruments rarely traded or not quoted will generally have little or no observable pricing and a higher degree of judgment utilized in measuring fair value. Observable pricing scenarios are impacted by a number of factors, including the type of financial instrument, whether the financial instrument is new to the market and not yet established and the characteristics specific to the transaction.

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Overview

The Company recorded a net loss of $(3,563,000) for the quarter ended September 30, 2009, compared to the net income of $1,301,000 reported for the same period of 2008. Diluted (loss) earnings per share for the third quarter of 2009 were ($0.55), compared to the $0.20 recorded in the third quarter of 2008. The annualized return on average equity (ROAE) and annualized return on average assets (ROAA) for the third quarter of 2009 were (38.17)% and (2.53)%, respectively, as compared to 12.73% and .89%, respectively, for the same period in 2008. The primary reasons for the loss for the third quarter ended September 30, 2009 are the increase in the level of the provision for loan losses, increase in the FDIC assessment, increase in other real estate expenses, and a decline in net interest income and non interest income.  This was partially mitigated by the decrease in non interest expense and the recognition of an income tax benefit.

We experienced a compression of the net interest margin of 86 basis points as yields on earning assets decreased 156 basis points while rates paid on interest bearing liabilities decreased 88 basis points. The compression is a direct result of the Federal Open market Committee of the Federal Reserve System (“FOMC”) reducing the Federal Funds rate to a range of 0% - .25% in December 2008. Additionally, for the third quarter ended September 30, 2009 we increased the provision for loan losses to $5,900,000 compared to $750,000 for the third quarter of 2008. Other factors are the increase in FDIC assessment to $267,000 from $78,000 and other real estate expense to $2,265,000 from $31,000 for the third quarter ended September 30, 2009 compared to 2008, respectively. This was partially mitigated by decreases in non interest expenses and the recognition of an income tax benefit in the current quarter.

The net loss for the nine months ended September 30, 2009 was $(5,963,000), compared to the net income of $3,169,000 reported for the same period of 2008. Diluted (loss) earnings per share for the nine months ended September 30, 2009 were ($0.91), compared to the $0.44 recorded for the same period in 2008. The annualized return on average equity (ROAE) and the annualized return on average assets (ROAA) for the nine months ended September 30, 2009 were  (20.08)% and (1.37.)%, respectively, as compared to 9.21% and 0.74%, respectively, for the same period in 2008. The primary reasons for the decrease in net income for the nine month period is generally consistent with the discussion above for the third quarter as the net interest margin decreased 110 basis points from September 30, 2008, provision for loan losses increased by $11,575,000 to $13,000,000 from $1,425,000 for the same period in 2008, FDIC assessments, including a special assessment of $268,000, increased $1,081,000 to $1,315,000 from $234,000, and other real estate expenses increased by $3,583,000 to $3,622,000 from $39,000 for the nine month period ended September 30, 2008.

Total assets of the Company decreased by $41,552,000 or 7.0% from $595,244,000 at December 31, 2008 to $553,692,000 at September 30, 2009. Cash and cash equivalents decreased to $35,923,000, down $22,425,000 or 38.4%.  Net loans decreased to 451,256,000, down $35,266,000 or 7.2% from December 31, 2008. Deposit balances at September 30, 2009 decreased to $490,316,000, down $36,169,000 or 6.9% from December 31, 2008.   Premises and equipment decreased to $5,701,000, down $1,312,000 or 18.7%.   Shareholder’s equity decreased to $34,167,000, down $5,972,000.

Table One below provides a summary of the components of net (loss) income for the periods indicated:

Table One:  Components of Net (Loss) Income

	Three months ended September 30,						Nine months ended September 30,
(In thousands, except percentages)	2009			2008			2009			2008
Net interest income	$	5,650		$	7,032		$	16,337		$	20,419
Provision for loan losses	(5,900		)	(750		)	(13,000		)	(1,425		)
Non-interest income	2,149			2,539			9,646			6,708
Non-interest expense	(8,694		)	(6,956		)	(23,526		)	(20,669		)
Benefit (provision) for income taxes	3,232			(564		)	4,580			(1,864		)
Net (loss) income	$	(3,563	)	$	1,301		$	(5,963	)	$	3,169
Average total assets (in millions)	$	558.2		$	577.0		$	583.9		$	572.2
Net (loss) income (annualized) as a percentage of average total assets	(2.53		)%	0.89		%	(1.37		)%	0.74		%

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Results of Operations

Net Interest Income and Net Interest Margin

Net interest income represents the excess of interest and fees earned on interest earning assets (loans, securities, federal funds sold and investments in time deposits) over the interest paid on deposits and borrowed funds.  Net interest margin is net interest income expressed as a percentage of average earning assets.

The Company’s net interest margin was 4.40% for the three month period ended September 30, 2009 and 4.11% for the nine month period ending September 30, 2009 compared to 5.26% and 5.21% for the same periods in the prior year and were down 86 basis points and 110 basis points, respectively.  Net interest income decreased $1,382,000 (19.65%) for the third quarter of 2009 compared to the same period in 2008.  Net interest income decreased $4,082,000 (19.99%) for the nine months ended September 30, 2009 over the same period in 2008.  The primary reason for this decrease was the compression of the net interest margin due to the sharp decrease in interest rates by the Federal Reserve Board during 2008, which ended with the current interest rate of 0.00% - 0.25% since December 18, 2008, and because the pricing of our interest bearing liabilities is at a point where it cannot decrease much further.

Table Two, Analysis of Net Interest Margin, sets forth the average daily balances for the major asset and liability categories, the related income or expense where applicable, and the resultant yield or cost attributable to the average earning assets and interest-bearing liabilities.  Changes in the average balances and the rates received or paid depend on market opportunities, how well the Company has managed interest rate risks, product pricing policy, product mix, and external trends and developments.

Table Three, Analysis of Volume and Rate changes on Net Interest Income, analyzes the changes in net interest income for the three and nine month periods ended September 30, 2009 compared to September 30, 2008 that are reported in Table Two.  The analysis shows the impact of volume and rate changes on the major categories of assets and liabilities between these periods.  The table explains what portion of the difference or variance in interest income or expense between these periods for each major category of assets or liabilities is due to changes in the balances (volume) or to changes in rates.

For example, Table Two shows that interest income from loans for the three months ended September 30, 2009 decreased by $2,247,000 from $9,225,000 at September 30, 2008 to $6,978,000.  The average balance of loans decreased from $502,417,000 to $467,975,000 and the interest rate earned decreased from 7.30% to 5.92%.  Table Three shows the $2,247,000 decrease in interest income from loans was actually the result of a $634,000 decrease in interest income from the lower balance of loans and a $1,613,000 decrease from the decrease in yields earned in the third quarter of 2009 compared to the same period in 2008.

A shift in the relative size of the major balance sheet categories has an impact on net interest income and net interest margin.  For example, to the extent that funds received from maturing or sold securities can be repositioned into loans instead of re-invested in securities, earnings increase because of the higher yields received on loans.  However, changing the asset mix in this way comes at the price of additional risks that must be successfully managed.  Additional credit risk is incurred with loans compared to the very low risk of default loss on securities, and the Company must carefully monitor the underwriting process to ensure that the benefit of the additional interest earned is not offset by additional credit losses.

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Table Two:  Analysis of Net Interest Margin

Three Months Ended September 30, (In thousands, except percentages)	2009						2008
	Avg Balance		Interest		Avg Yield (4)		Avg Balance		Interest		Avg Yield (4)
Assets:
Earning assets
Loans (1)	$	467,975	$	6,978	5.92	%	$	502,417	$	9,225	7.30	%
Taxable investment securities	4,271		45		4.18	%	7,297		97		5.29	%
Tax-exempt investment securities (2)	1,394		17		4.84	%	1,379		17		4.90	%
Federal funds sold	32,433		21		0.26	%	17,213		83		1.92	%
Interest bearing deposits in banks	3,177		18		2.25	%	3,926		49		4.97	%
Total earning assets	509,250		7,079		5.52	%	532,232		9,471		7.08	%
Cash & due from banks	15,074						15,480
Other assets	33,885						29,314
Average total assets	$	558,209					$	577,026
Liabilities & Shareholders’ Equity Interest bearing liabilities:
NOW & MMDA	$	149,301	$	159	0.42	%	$	151,754	$	295	0.77	%
Savings	113,603		252		0.88	%	115,397		504		1.74	%
Time deposits	165,718		869		2.08	%	169,692		1,417		3.32	%
Other borrowings	12,919		149		4.58	%	13,237		223		6.70	%
Total interest bearing liabilities	441,541		1,429		1.28	%	450,080		2,439		2.16	%
Demand deposits	75,148						72,224
Other liabilities	4,486						14,165
Total liabilities	521,175						536,469
Shareholders’ equity	37,034						40,557
Average liabilities and equity	$	558,209					$	577,026
Net interest income & margin (3)			$	5,650	4.40	%			$	7,032	5.26	%

(1) Loan interest includes loan fees of $304,000 and $401,000 during the quarters ended September 30, 2009 and September 30, 2008, respectively.

(2)  Does not include taxable-equivalent adjustments that primarily relate to income on certain securities that are exempt from federal income taxes.

(3)  Net interest margin is computed by dividing net interest income by total average earning assets.

(4)  Average yield is calculated based on actual days in quarter (92 for September 30, 2009 and September 30, 2008) and annualized to actual days in year (365 for 2009 and 366 for 2008).

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Nine months ended September 30, (In thousands, except percentages)	2009						2008
	Avg Balance		Interest		Avg Yield (4)		Avg Balance		Interest		Avg Yield (4)
Assets
Earning assets:
Loans (1)	$	479,885	$	21,388	5.96	%	$	476,660	$	27,126	7.60	%
Taxable investment securities	5,031		164		4.36	%	7,022		315		5.99	%
Tax-exempt investment securities (2)	1,387		49		4.72	%	1,391		49		4.71	%
Federal funds sold & other	42,641		72		0.23	%	28,708		534		2.48	%
Interest bearing deposits in banks	2,641		61		3.09	%	9,591		355		4.94	%
Total earning assets	531,585		21,734		5.47	%	523,372		28,379		7.24	%
Cash & due from banks	14,789						16,440
Other assets	37,477						32,394
Average total assets	$	583,851					$	572,206
Liabilities & Shareholders’ Equity Interest bearing liabilities:
NOW & MMDA	$	151,001	$	530	0.47	%	$	151,031	$	919	0.81	%
Savings	109,901		787		0.96	%	116,171		1,628		1.87	%
Time deposits	185,558		3,485		2.51	%	160,168		4,877		4.07	%
Other borrowings	13,221		595		6.02	%	10,845		536		6.60	%
Total interest bearing liabilities	459,681		5,397		1.57	%	438,215		7,960		2.43	%
Demand deposits	74,393						74,077
Other liabilities	10,077						13,940
Total liabilities	544,151						526,232
Shareholders’ equity	39,700						45,974
Average liabilities and equity	$	583,851					$	572,206
Net interest income & margin (3)			$	16,337	4.11	%			$	20,419	5.21	%

(1)  Loan interest includes loan fees of $922,000 and $1,113,000 during the nine months ended September 30, 2009 and September 30, 2008, respectively.

(2)  Does not include taxable-equivalent adjustments that primarily relate to income on certain securities that are exempt from federal income taxes.

(3)  Net interest margin is computed by dividing net interest income by total average earning assets.

(4)  Average yield is calculated based on actual days in period (273 for September 30, 2009 and 274 for September 30, 2008) and annualized to actual days in year (365 for 2009 and 366 for 2008).

Table Three sets forth a summary of the changes in interest income and interest expense from changes in average asset and liability balances (volume) and changes in average interest rates.  On a quarter over quarter basis for the period ending September 30, 2009, net interest income has decreased $1,382,000 from the same time period in 2008.  Interest income from earning assets has decreased by $2,392,000. Changes in the volume of earning assets, primarily loans, have resulted in a decrease in interest income of $609,000 while interest income from changes in rates has decreased by $1,783,000.  Interest expense for the third quarter of 2009 was $1,010,000 less than the same period in 2008.  Decreases in the volume of interest bearing liabilities have resulted in a decrease of interest expense of $51,000.  Decreases in average rates paid on all deposit products have resulted in an interest expense decrease of $959,000.

On a year-to-date basis through September 30, 2009, net interest income has decreased $4,082,000 from the total at September 30, 2008.  Interest income from earning assets has decreased by $6,645,000. Changes in the volume of earning assets, primarily from increases in loans and federal funds sold and decreases in taxable investment securities and interest bearing deposits in banks, have resulted in an increase in interest income of $95,000 while interest income from changes in rates has decreased by $6,740,000.  Interest expense for the nine month period ending September 30, 2009 was $2,563,000 less than the same period in 2008.  Changes in the volume of interest bearing liabilities, primarily the change in mix with an increase in balances of time deposits and other borrowings and decreases in NOW, MMDA, and savings deposits, has resulted in a net increase of interest expense of $802,000.  Decreases in average rates paid on all interest bearing liabilities have resulted in an interest expense decrease of $3,365,000.

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The average balances of interest bearing liabilities of $441,541,000 were $8,539,000 (1.9%) less in the third quarter of 2009 versus the same quarter in 2008.  As interest bearing liability balances decreased, rates paid on these liabilities decreased by 88 basis points on a quarter over quarter basis.  As a result of both the decrease in  interest rates and the volume and mix of interest bearing liabilities, interest expense was $1,010,000 (41.4%) lower in the third quarter versus the same period in 2008.  The average balances of interest bearing liabilities were $21,466,000 higher in the nine month period ended September 30, 2009 versus the same period in 2008. Rates paid on interest bearing liabilities decreased 86 basis points compared to the nine month period ended September 30, 2008.

As a result of the above, the Company’s net interest margin declined 86 basis points to 4.40% for the three months ended September 30, 2009 from 5.26% for the same period in the prior year.  For the nine months ended September 30, 2009, the net interest margin declined 110 basis points to 4.11% compared to 5.21% for the same period in the prior year.

Table Three:  Analysis of Volume and Rate Changes on Net Interest Income and Expenses

Three Months Ended September 30, 2009 over 2008
(In thousands)	Volume			Rate (2)			Net Change
Increase (decrease) due to change in:
Interest-earning assets:
Net loans	$	(634	)	$	(1,613	)	$	(2,247	)
Taxable investment securities	(40		)	(12		)	(52		)
Tax exempt investment securities (1)	—			—			—
Federal funds sold	74			(136		)	(62		)
Interest bearing deposits in banks	(9		)	(22		)	(31		)
Total	(609		)	(1,783		)	(2,392		)
Interest-bearing liabilities:
NOW and MMDA deposits	(5		)	(131		)	(136		)
Savings deposits	(8		)	(244		)	(252		)
Time deposits	(33		)	(515		)	(548		)
Other borrowings	(5		)	(69		)	(74		)
Total	(51		)	(959		)	(1,010		)
Interest differential	$	(558	)	$	(824	)	$	(1,382	)

Nine Months Ended September 30, 2009 over 2008
(In thousands)	Volume			Rate (2)			Net Change
Increase (decrease) due to change in:
Interest-earning assets:
Net loans	$	183		$	(5,921	)	$	(5,738	)
Taxable investment securities	(89		)	(62		)	(151		)
Tax exempt investment securities (1)	—			—			—
Federal funds sold	258			(720		)	(462		)
Interest bearing deposits in banks	(257		)	(37		)	(294		)
Total	95			(6,740		)	(6,645		)
Interest-bearing liabilities:
NOW and MMDA deposits	—			(389		)	(389		)
Savings deposits	(88		)	(753		)	(841		)
Time deposits	773			(2,165		)	(1,392		)
Other borrowings	117			(58		)	59
Total	802			(3,365		)	(2,563		)
Interest differential	$	(707	)	$	(3,375	)	$	(4,082	)

(1)Does not include taxable-equivalent adjustments that primarily relate to income on certain securities that is exempt from federal income taxes.

(2)The rate/volume variance has been included in the rate variance.

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Non-interest Income

Table Four below provides a summary of the components of non-interest income for the periods indicated (dollars in thousands):

Table Four:  Components of Non-interest Income

	Three months ended September 30,				Nine months ended September 30,
	(In thousands)
	2009		2008		2009			2008
Sale of merchant processing portfolio	$	—	$	—	$	2,640		$	—
Loss on sale of investment security	—		—		(172		)	—
Service charges on deposit accounts	1,056		1,033		2,954			2,883
Loan servicing fees	134		124		396			385
Fees - alternative investment sales	106		96		360			395
Merchant fee income	—		105		86			314
Gain on the sale of loans	256		546		1,528			1,009
Other	597		635		1,854			1,722
Total non-interest income	$	2,149	$	2,539	$	9,646		$	6,708

Non-interest income decreased by $390,000 (15.4%) to $2,149,000 for the three months ended September 30, 2009 as compared to $2,539,000 for the three months ended September 30, 2008.  Increases in non-interest income were realized primarily from services charges (up 2.2%), loan servicing fees (up 8.1%), and fees from alternative investment sales (up 10.4%). Decreases were realized in gain on the sale of loans (down 53.1%), other income (down 6.0%), and merchant fee income due to the sale of the merchant processing portfolio in the first quarter. The gain on the sale of loans into the secondary market decreased compared to the third quarter of 2008 as there were fewer loans available to sell during this period by our government lending division. Loan servicing fees increased as the volume of loans sold in the secondary market for which the Company retains servicing rights increased due to refinancing activity. The Alternative Investment Department, which sells third-party mutual funds and annuities, experienced an increase in fees of $10,000 due to additional sales of investments during the third quarter as there was a slight renewed interest in the equities market.

Non-interest income increased by $2,938,000 (43.8%) to $9,646,000 for the nine months ended September 30, 2009 as compared to $6,708,000 for the nine months ended September 30, 2008.  Increases in non-interest income were realized primarily from the gain on the sale of the merchant portfolio of $2,640,000 in addition to fees from service charges (up 2.5%), loan servicing fees (up 2.9%), gains on the sale of loans (up 51.4%), and other income (up 7.7%). Decreases were realized in fees from alternative investment sales (down 8.9%), merchant fee income (down 72.6%) due to the sale of the merchant processing portfolio, and a loss of $172,000 when the Company sold a trust preferred security it held for investment. The gain on the sale of loans into the secondary market increased during the first nine months of 2009 compared to 2008 as the loans sold by our government lending division and real estate division increased. Loan servicing fees increased as the volume of loans sold in the secondary market for which the Company retains servicing rights increased due to refinancing activity. The increase in the “Other” category was the result of a one time premium received for renewal of our check printing contract in addition to commissions earned on sales of insurance policies and fees paid for payroll processing through our Business Services Division. The Alternative Investment Department, which sells third-party mutual funds and annuities, experienced a decrease in fees of $35,000 due to fewer sales of investments during the first nine months of 2009.

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Non-interest Expense

Table Five below provides a summary of the components of non-interest expense for the periods indicated (dollars in thousands):

Table Five:  Components of Non-interest Expense

	Three months ended September 30,				Nine months ended September 30,
			(In thousands)
	2009		2008		2009		2008
Salaries and employee benefits	$	3,112	$	3,729	$	9,676	$	11,080
Occupancy	737		727		2,123		2,116
Furniture and equipment	599		668		1,887		1,960
Professional fees	367		283		1,039		821
Telephone and postage	154		159		510		512
Stationery and supply costs	122		191		395		587
Director fees and retirement	101		126		315		377
Advertising and promotion	304		429		927		1,306
FDIC assessments	267		78		1,315		234
Other real estate expense	2,265		31		3,622		39
Other	666		535		1,717		1,637
Total non-interest expense	$	8,694	$	6,956	$	23,526	$	20,669

Non-interest expense increased $1,738,000 (25.0%) from $6,956,000 in the third quarter of 2008 to $8,694,000 in the third quarter of 2009.  Salary and employee benefits decreased by $617,000 (16.5%), largely due to lower FTE (full time equivalent) employees from reductions in staffing in the first quarter 2009. Furniture and equipment expense was $599,000 in the third quarter of 2009 compared to $668,000 in the same period of 2008, representing a 10.3% decrease.  Operating expenses such as telephone, postage, stationery, office supplies, director fees, and advertising fees decreased by 24.75% due to conscientious efforts to decrease non interest expenses. The main increases are from other real estate expenses which increased $2,234,000 to $2,265,000 from $31,000 due to loan foreclosures and subsequent write downs, FDIC assessments which increased $189,000 to $267,000 from $78,000, occupancy expenses which were higher by $10,000 (1.4%), and professional fees which increased $84,000 due to consulting expenses associated with management strategic initiatives and legal fees related to loan foreclosures.

Non-interest expense increased $2,857,000 (13.8%) from $20,669,000 in the nine months ended September 30, 2008 to $23,526,000 in the nine months ended September 30, 2009.  Salary and employee benefits decreased by $1,404,000 (12.7%), largely due to lower FTE (full time equivalent) employees from reductions in staffing in the first quarter 2009. On a year over year basis, full time equivalent employees decreased by 34 to 225. Furniture and equipment expense was down $73,000 (3.7%) from the first nine months of 2008 to the first nine months of 2009.  Operating expenses mentioned above decreased 22.82%. Other real estate expenses increased $3,583,000 due to loan foreclosures and subsequent write downs. FDIC assessments increased $1,081,000 to $1,315,000 from $234,000. Professional fees increased $218,000 (26.6%) for the reasons previously stated for the nine months ended September 30, 2009 versus the same period in 2008.

Provision for Loan Losses

The Company provided $5,900,000 for loan losses in the third quarter of 2009 compared to $750,000 in the third quarter of 2008.  Net loan charge-offs for the third quarter of 2009 and 2008 were $2,347,000 and $418,000, respectively. For the first nine months of 2009 the Company recorded provisions for loan losses of $13,000,000 which compared to $1,425,000 for the first nine months of 2008. Net loan charge-offs for the nine months ended September 30, 2009 and September 30, 2008 were $8,139,000 and $638,000 respectively.  Management assesses its loan quality on a monthly basis to maintain an adequate allowance for loan losses.  The Company’s loan portfolio composition, non-performing assets and allowance for loan losses are further discussed under the Balance Sheet Analysis section below.

Income Taxes

The benefit for income taxes for the third quarter and first nine months of 2009 was $3,232,000 and $4,580,000 as compared to a provision for income taxes of $564,000 and $1,864,000 for the same periods in 2008.  The effective benefit rate for state and federal income taxes was 47.6% and 43.4% for the three and nine months ended September 30, 2009 compared to

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an effective tax rate of 30.2% and 37.1% for the same periods in 2008.  The difference in the effective tax rate compared to the statutory tax rate (approximately 42.05%) is primarily the result of the Company’s investment in municipal securities and Company-owned life insurance policies whose income is exempt from Federal taxes. In addition, the Company receives special tax benefits from the State of California Franchise Tax Board for operating and providing loans in designated ‘Enterprise Zones’. Management has reviewed the deferred tax assets recorded at September 30, 2009 and has determined that a valuation allowance was not needed for financial statement purposes.

Balance Sheet Analysis

The Company’s total assets were $553,692,000 at September 30, 2009, down $41,552,000 (7.0%) from $595,244,000 at December 31, 2008.  On a year over year basis, the average balance of total assets for the nine months ended September 30, 2009 was $583,851,000, which represents an increase of $11,645,000 (2.0%) over the $572,206,000 during the nine month period ended September 30, 2008.

Loans

The Company concentrates its lending activities in the following areas: 1) commercial; 2) real estate mortgage; 3) residential real estate and real estate construction (both commercial and residential); 4) agriculture; and 5) consumer loans.  Commercial and residential real estate loans are generally secured by improved property, with original maturities of 3-10 years.

Loan balances have declined in the current quarter mainly in the real estate construction category as these types of loans are generally not being made as a result of the economic downturn and the risk associated with these loans. Further reductions have also been the result of foreclosures and reclassification to other real estate (ORE).  Decreases in loan balances from December 31, 2008 consist of real estate mortgage of $6,647,000 or 2.6%, real estate construction of $39,192,000 or 60.3%, and consumer loans of $1,679,000 or 2.6%.  Increases in loan balances consist of commercial loans of $500,000 or 0.6% and agricultural loans of $16,438,000 or 57.4%. These changes to the mix and reduction of real estate construction loans are consistent with the plan to reduce our dependency on real estate related lending and further diversify the loan portfolio to mitigate risk. Table Six below summarizes the composition of the loan portfolio as of September 30, 2009 and December 31, 2008.

Table Six: Loan Portfolio Composition

(In thousands)	September 30, 2009			% of Total Loans		December 31, 2008			% of Total Loans
Commercial	$	84,286		18.16	%	$	83,786		16.93	%
Real estate:
Mortgage	245,371			52.85	%	252,018			50.93	%
Construction	25,812			5.56	%	65,004			13.14	%
Agriculture	45,066			9.71	%	28,628			5.79	%
Consumer	63,711			13.72	%	65,390			13.21	%
Total loans	464,246					494,826
Allowance for loan losses	(12,771		)			(7,826		)
Deferred loan fees, net	(218		)			(478		)
Total net loans	$	451,256				$	486,522

The majority of the Company’s loans are direct loans made to individuals and local businesses.  The Company relies substantially on local promotional activity and personal contacts by bank officers, directors and employees to compete with other financial institutions.  The Company makes loans to borrowers whose applications include a sound purpose and a viable primary repayment source, generally supported by a secondary source of repayment.

Commercial loans consist of credit lines for operating needs, loans for equipment purchases, working capital, and various other business loan products.  Consumer loans include a range of traditional consumer loan products such as personal lines of credit and loans to finance purchases of autos, boats, recreational vehicles, mobile homes and various other consumer items.

Real estate construction loans are generally comprised of commitments to customers within the Company’s service area for construction of both commercial properties and custom and semi-custom single-family residences.  Other real estate loans consist primarily of loans secured by first trust deeds on commercial and residential properties typically with maturities from 3 to 10 years and original loan to value ratios generally from 65% to 90%.  Agriculture loans consist primarily of crop loans to farmers of peaches, prunes, walnuts, and almonds.  In general, except in the case of loans with SBA or FMHA guarantees, the Company does not make long-term mortgage loans; however, Butte Community Bank has a residential lending division to assist customers in securing most forms of longer term single-family mortgage financing.

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Risk Elements

The Company assesses and manages credit risk on an ongoing basis through a credit culture that emphasizes excellent credit quality, extensive internal monitoring and established formal lending policies.  Additionally, the Company contracts with an outside loan review consultant to periodically review the existing loan portfolio.  Management believes its ability to identify and assess risk and return characteristics of the Company’s loan portfolio is critical for profitability and growth.  Management strives to continue its emphasis on credit quality in the loan approval process, active credit administration and regular monitoring.  With this in mind, management has designed and implemented a comprehensive loan review and grading system that functions to continually assess the credit risk inherent in the loan portfolio.

Ultimately, underlying trends in economic and business cycles influence credit quality.  The Company’s business is concentrated in the Butte, Sutter and Shasta County areas. The economy of these three counties is diversified with professional services, manufacturing, agriculture and real estate investment and construction.  The real estate element has been impacted by the current economic downturn with construction activity slowing dramatically.  Other sectors of the local economy are maintaining with agriculture being affected the least.

Special emphasis is placed within the communities in which the Company has offices (Chico, Paradise, Magalia, Oroville, Yuba City, Red Bluff, Marysville, Colusa, Corning, Redding and Anderson).  The Company also maintains a loan production office in Citrus Heights (the Gridley LPO was consolidated with the Yuba City full service office in March 2009).  Single-family residential construction is the primary lending product from the Citrus Heights location serving the greater Sacramento area.  The primary focus of the loan production office that was located in Gridley and moved to Yuba City in March 2009 is commercial and agricultural loans.

The Company has significant extensions of credit and commitments to extend credit that are secured by real estate.  The ultimate repayment of these loans is generally dependent on personal or business cash flows or the sale or refinancing of the real estate.  The Company monitors the effects of current and expected market conditions and other factors on the collectability of real estate loans.  The more significant factors management considers involve the following:  lease, absorption and sale rates; real estate values and rates of return; operating expenses; inflation; and sufficiency of collateral independent of the real estate including, in limited instances, personal guarantees.  The most significant condition management is dealing with concerning real estate loans is the declining values assigned to properties as new appraisals are completed.

In extending credit and commitments to borrowers, the Company generally requires collateral and/or guarantees as security.  The repayment of such loans is expected to come from cash flow or from proceeds from the sale of selected assets of the borrowers.  The Company’s requirement for collateral and/or guarantees is determined on a case-by-case basis in connection with management’s evaluation of the creditworthiness of the borrower.  Collateral held varies but may include accounts receivable, inventory, property, plant and equipment, income-producing properties, residences and other real property.  The Company secures its collateral by perfecting its security interest in business assets, obtaining deeds of trust, or outright possession among other means.

In management’s judgment, a concentration exists in real estate loans, which represented approximately 58.4% of the Company’s loan portfolio at September 30, 2009, which has decreased from the 64.1% concentration level at December 31, 2008.  Management believes the concentration may have more than the normal risk of collectability due to the substantial decline in the economy in general and the continuing decline in real estate values in the Company’s primary market areas. As the Company has been impacted by the slowdown in the economy, we have increased the provision for loan losses and may have to further increase the provision which could adversely affect the Company’s future prospects, results of operations, profitability and stock price.  Management believes that its lending policies and underwriting standards follow strict regulatory guidelines; however, there is no assurance that losses will not continue to occur under the current economic circumstances.  The Company’s loan policies and underwriting standards include, but are not limited to, the following: (1) maintaining a thorough understanding of the Company’s service area and originating a significant majority of its loans within that area, (2) maintaining a thorough understanding of borrowers’ knowledge, capacity, and market position in their field of expertise, (3) basing real estate loan approvals not only on market demand for the project, but also on the borrowers’ capacity to support the project financially in the event it does not perform to expectations (whether sale or income performance), and (4) maintaining conforming and prudent loan to value and loan to cost ratios based on independent outside appraisals and ongoing inspection and analysis by the Company’s lending officers.  Although the lending officers followed these strict conservative underwriting standards at loan origination, the downturn in the current economy, with the rising unemployment rate and the decline in real estate values, has had an impact on the ability of some of our borrowers to service their debt.   The Company does not participate in any sub-prime lending activities nor is it exposed to sub-prime lending in its investment portfolio.

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Impaired, Nonaccrual, Past Due and Restructured Loans and Leases and Other Nonperforming Assets

Management generally places loans on nonaccrual status when they become 90 days past due, unless the loan is well secured and in the process of collection.  Loans are charged off when, in the opinion of management, collection appears unlikely.

Table Seven below sets forth nonaccrual loans as of September 30, 2009 and December 31, 2008.   There were no loans past due 90 days or more and still accruing interest at September 30, 2009 or December 31, 2008.

Table Seven:  Impaired, Nonaccrual, Past Due and Restructured Loans and Leases and Other Nonperforming Assets:

(In thousands)	September 30, 2009		December 31, 2008
Loans on nonaccrual:
Commercial	$	9,197	$	395
Real estate	20,250		14,490
Consumer and other	458		—
Total non-performing loans	29,905		14,885
Other real estate	13,484		2,068
Total non-performing assets	$	43,389	$	16,953

Non-performing loans (defined as non-accrual loans and loans 90 days or more past due and still accruing interest) totaled $29,905,000 at September 30, 2009, an increase of $15,020,000 from $14,885,000 at December 31, 2008 primarily as a result of increasing problem loans in the Company’s real estate/development portfolio and commercial loan portfolios.  Specific reserves on the non-performing loans of $1,776,065 have been recorded at September 30, 2009.  Nonperforming loans as a percentage of total loans were 6.4% at September 30, 2009 compared to 3.0% at December 31, 2008.

Non-performing assets, (non-performing loans and ORE) totaled $43,389,000 at September 30, 2009, an increase of $26,436,000 from $16,953,000 at December 31, 2008.  Non-performing assets as a percentage of total assets were 7.8% at September 30, 2009 compared to 2.9% at December 31, 2008.

Total non-performing assets consist of thirty four loans for a total of $29,905,000 classified as impaired and on non-accrual and forty nine properties for a total of $13,484,000 classified as other real estate (ORE).  Other than the loans included as non-performing assets at September 30, 2009, the Company has not identified any potential problem loans that would result in any loan being included as a non-performing assets at the current date.

Set forth below is a discussion of our significant non-performing assets:

A development loan for the construction of an eight unit condominium project in the Yuba City area for $1,646,000 was included in our classified loans and risk rated Substandard at December 31, 2008 based on the lack of cash flow and weakening real estate market.  Construction of the project was completed and as of December 31, 2008 five units had been leased but currently only three units continue to be leased at September 30, 2009. In June of 2008, the Company received an updated appraisal on the units and found the estimated fair market value of the collateral to be below the carrying amount of the loan balance.  The Company met with the borrower and requested additional collateral which the borrower was unable to provide.  All payments were paid as agreed until October 2008.  In November of 2008, the borrower notified the Company that they would no longer be able to make the payments.  The loan was placed on non-accrual on December 30, 2008.  Due to the continued decline in the real estate market, the Company ordered another appraisal to understand the potential loss exposure and properly value the collateral.  A new appraisal was received in December 2008 with an appraised value for the 8 units of $1,050,000.   At that time, the bank was reviewing taking legal action against the borrower and established a specific reserve of $660,000 for this loan at December 31, 2008. When it became apparent that a resolution was going to be a lengthy process, a charge-off of $501,000 against the allowance for loan losses was recorded on March 18, 2009. Legal action against the borrower is pending. The bank has ordered a new appraisal.  At September 30, 2009, the loan carrying balance was $1,145,000 with a specific reserve of $284,000.

Another significant non-performing loan is a commercial real estate loan for the refinance of twenty-eight cottages located in Fortuna, California for $4,326,000.  This loan was included in our classified loans and risk rated substandard at June 30, 2009 due to lack of payment and pending bankruptcy of the borrower.  This loan is a government guaranteed loan under the USDA program with an 80% guarantee and maximum exposure to the Company of $743,000.  In October of 2008, the Bank received notice that our borrower had filed Bankruptcy under Chapter 11.  It was at this time that the Bank stopped receiving payments.   On the advice of our attorney, the Company placed the loan on non-accrual on January 7, 2009.  To identify the

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Company’s potential loss exposure and properly value the collateral support provided by the property, a new appraisal was ordered in January 2009 and received on April 9, 2009.  The new appraisal put the value at $4,129,000 and reflects the downturn in real estate values as it was significantly lower than the original appraisal.  On April 29, 2009 a charge-off of $152,000 against the allowance for loan losses was recorded. The Company is prevented from pursuing any additional legal action due to the pending Bankruptcy. The Company has allocated no specific reserves as of September, 30, 2009.

A development property serves as collateral for two separate loans totaling $7,036,000. Both loans are to the same borrower.  The collateral for the two loans consists of 153 finished lots, a 24.95 acre parcel and a 5 acre parcel all built and located around a golf course at Lake Almanor. In addition, the bank has a 3rd deed of trust against the golf course at Lake Almanor. This loan was included in our classified loans and risk rated Substandard at June, 30, 2009 based on the borrower’s lack of sales and cash flow due to the weakening real estate market. To identify the Company’s potential loss exposure and properly value the collateral support provided by the property, an appraisal was received September 28, 2009.  The appraisal demonstrated the continuing decline in the value of the underlying project. On September 28, 2009 a charge-off of $882,197 against the allowance for loan losses was recorded. The September appraised values for the various properties secured by first trust deeds totaled $7,614,000.  The appraisal on the golf course is dated December 2, 2008 came in at $4,500,000.  A new appraisal is pending on the golf course.  The total value for all of the collateral is $11,604,000.  The combined debt on the golf course for the 1st and 2nd totals $3,440,000.  The overall (LTV) is 86%. The Company had no additional write-downs as of September 30, 2009.

A commercial real estate loan was identified as non-performing and is a loan to finance the purchase of a 15,120 sq. ft. building located in Chico, California for $1,602,000. The loan was included in our classified loans and risk rated substandard at June 30, 2009 due to lack of cash flow.  This loan is a government guaranteed loan under the USDA program with an 80% guarantee and maximum exposure to the Company of $320,000.  The borrower manufactures SFR trusses and due to the slowdown in the real estate market sales have been much slower than expected. Payments on this loan have been deferred to October 31, 2009.  At that point, the borrower will begin making payments over an extended period of time.  To identify the Company’s potential loss exposure and properly value the collateral support provided by the property and equipment, a new appraisal was ordered in February 2009 and received April 9, 2009. The new appraisal put the value at $1,700,000 resulting in a loan to value (LTV) of 94%.

Another significant non-performing loan is a development loan to purchase 7.5 acres of property along the Sacramento River located in Anderson, California for $1,287,000.  The original plans were to develop a fishing lodge and restaurant. The collateral for the loan consists of the 7.5 acres plus six 20 acre parcels located in Red Bluff. This loan was included in our classified loans and risk rated Substandard at June 30, 2009 due to the inability to find additional investors and the weakening real estate market. The loan was placed on non-accrual on May 22, 2009.  Due to the continued decline in the real estate market, the Company ordered an updated appraisal to understand the potential loss exposure and properly value the collateral.  A new appraisal was received June 2009 with a combined value of $1,330,000.  On June 29, 2009 a charge-off of $184,000 against the allowance for loan losses was recorded.  The Company has allocated an additional $46,765 for this loan at September 30, 2009

A commercial real estate loan is currently non-performing and was for the construction of a commercial retail center in Chester, Ca. for $1,887,000 that was included in our classified loans and risk rated Substandard at June 30, 2009 based on lack of cash flow. The exterior of the 24,850 sq. ft. project is complete with the infill to be completed upon the acceptance of signed leases. To date, the borrowers have been unsuccessful in obtaining any lease agreements. Original appraisal dated November 2007 put the value at $3,250,000 for a LTV of 57%.  To identify the Company’s potential loss exposure and properly value the collateral support provided by the property a new appraisal was ordered in April 2009 and was received on August 10, 2009.  The new appraisal put the value at $1,475,000 resulting in a loan to value (LTV) of 128%. On August 19, 2009 a charge-off of $559,007 against the allowance for loan losses was recorded.  The loan had been placed on non-accrual on June 3, 2009.  The Company had no additional write-downs on this loan as of September 30, 2009.

Another significant non-performing loan is a commercial real estate loan for the construction of 50,396 sq. feet of industrial condos in Shingle Springs, California for $4,153,135.  Borrowing entity is a Limited Liability Company with a number of investors and three guarantors. This loan was included in our classified loans and risk rated Substandard at September 30, 2009 based on the borrower’s inability to find tenants and lack of cash flow. Since the loan was placed on non-accrual on August 5, 2009, the borrower’s have signed a lease to a tenant to occupy 40% of the total square footage. To identify the Company’s potential loss exposure and properly value the collateral support provided by the property, a new appraisal was ordered in February 2009 and received on May 27, 2009.  The new appraisal put the value at $3,380,000 and reflects the downturn in real estate values as it was significantly lower than the original appraisal.  The Company has allocated an additional $942,100 for this loan at September 30, 2009.

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The last significant non-performing loan identified as non-performing is a loan to finance the purchase of a 60,000 sq. ft. building located in Gridley, California for $1,500,577.  The loan was included in our classified loans and risk rated substandard at September 30, 2009 due to lack of cash flow.  This loan is a government guaranteed loan under the USDA program with an 80% guarantee and a maximum exposure to the company of $300,115.  The borrower manufactures and supplies equipment to the aggregate, recycle, concrete industries in Northern California and Nevada. Sales have been much slower than expected.  To identify the Company’s potential loss exposure and properly value, the collateral support provided by the property and equipment, a new appraisal was ordered in February 2009 and received May 20, 2009.  The new appraisal put the value at $2,151,000 resulting in a loan to value (LTV) of 70%. The company had no additional write-downs as of September 30, 2009.

The remainder of the non-performing loans consists primarily of six impaired single family home loans that total $2,073,000, ten impaired lot loans that total $3,229,000, two commercial real estate loans that total $1,294,000, one commercial/industrial loan that totals $475,000, four single family home loans secured with 2nd deeds of trust for $394,000, and two consumer loans that total $64,000. These loans are to borrowers who are located throughout Northern California from the Sacramento area to Redding.  The current appraised values provided the Company with adequate margins in most cases and the bank has allocated a specific reserve that totals an additional $15,700 on these loans.

Other Real Estate

The largest of our ORE at September 30, 2009 consists of two development loan properties to the same borrower for a total of $2,004,000.  The properties were transferred to ORE on March 16, 2009. The project consists of 46 finished lots and 61 paper lots.  To identify the Company’s potential loss exposure and properly value the collateral support provided by the property, an appraisal was received on August 18, 2009.  The appraisal demonstrated the continuing decline in the value of the underlying project.  The Company charged off an additional $56,000 against the allowance for loan losses at the date of transfer and charged off an additional $972,000 upon receipt of the new appraisal. The July 2009 appraisal put the value at $2,360,000. No additional funds were recorded at September 30, 2009.

Another development property with a fair market value of $1,476,000 at June 30, 2009 is included in our ORE assets.  This loan represents a 37% participation interest in a loan originated by another bank. The project consists of 46 lots of an original 49 lot subdivision located in Nevada County, California.  The borrower made the decision to “Deed in Lieu” the property back to the participating bank due to slow sales and the continued weak real estate market.  To identify the Company’s potential loss exposure and properly value the collateral support provided by the property, an appraisal was ordered and received in December 2008.  This appraisal reflected the downturn in real estate values and demonstrated the continuing decline in the value of the underlying project.  The appraisal for the entire project supported a value of $4,400,000 of which our 37% interest represents approximately $1,643,000 resulting in a LTV of approximately 100%.  The Company recorded a Deed in Lieu of Foreclosure in February, 2009.  After the Deed in Lieu was completed, the Company charged-off an additional $167,000 against the allowance for loan losses upon transferring the property to ORE.

A single family residential loan for the construction of a home located at Shaver Lake, Ca. with a fair market value of $990,000 was included in ORE assets at September 30, 2009.  The property transferred to ORE on August, 17, 2009.  To identify the Company’s potential loss exposure and properly value the collateral support provided by the residence, an appraisal was received on October 6, 2009.  This appraisal reflected the downturn in real estate values and demonstrated the continuing decline in the value of the collateral. The appraisal estimated the value at $1,100,000.  With the decline in the appraised value, the Company charged-off $270,000 against ORE expense as of September 30, 2009. This property is currently in escrow.

The remainder of the non-performing assets includes twenty-five SFR lots that have a current value of $3,804,000 and are in ORE.  There are thirteen single family homes that are included in ORE at a combined balance of $2,900,000.  The amounts included in ORE are supported by current appraisals received by the Company, all within the past 12 months. In addition, there are seven commercial real estate properties that are included in ORE at September 30, 2009 at a combined balance of $2,310,000 supported by current appraisals.  When loans are placed into ORE, the Company determines the fair market value less the estimated selling costs.  The shortfalls are charged to the allowance for loan losses at the time of transfer.  Properties placed in ORE are reviewed continuously and the Company will reappraise the property if it is deemed necessary.  At a minimum, properties are appraised at least annually.  If values have dropped, the Company will establish a valuation allowance for the ORE through a separate provision for losses on ORE.

Troubled Debt Restructuring

Restructured loans totaled $25,459,000 at September 30, 2009, an increase of $8,554,000 from the total at June 30, 2009. Restructured loans consist of thirteen land/development loans for a total of $15,065,000.  All of these land/development loans are considered impaired and are carried the fair market value of the underlying collateral. Eleven of these loans totaling $12,243,000 are included as part of the non-performing loans. Eight other restructured loans were construction loans that rolled over to long term SFR mortgage loans for a total of $6,313,000. Two of these loans are considered impaired, total $2,506,000

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and are on non-accrual. There are also three restructured commercial real estate loans totaling $3,701,000.  One of these real estate loans is considered impaired, carried at $1,602,000, and is included as part of the non-performing loans. All of these commercial real estate loans have guarantees under the USDA guarantee program.  One of the restructured loans is secured with a 2nd on personal residences totaling $45,000.  There are also two restructured commercial loans totaling $335,000. Except for the loans mentioned above, the remaining restructured loans are performing as agreed and were all current at September 30, 2009.  No additional funds were lent to the borrowers of the restructured loans.

Allowance for Loan Losses Activity

We employ a systematic methodology for determining the allowance for loan losses that includes a monthly review process and monthly adjustment of the allowance.  Our process includes a monthly review of individual loans that have been specifically identified as problem loans or have characteristics which could lead to impairment, as well as detailed reviews of other loans (either individually or in pools).  While this methodology utilizes historical and other objective information, the establishment of the allowance for loan losses and the classification of loans are, to some extent, based on management’s judgment and experience.

Our methodology incorporates a variety of risk considerations, both quantitative and qualitative, in establishing an allowance for loan losses that management believes is appropriate at each reporting date.  Quantitative factors include our historical loss experience, delinquency and charge-off trends, collateral values, changes in non-performing loans, and other factors.  Quantitative factors also incorporate known information about individual loans, including borrowers’ sensitivity to interest rate movements and borrowers’ sensitivity to external factors including commodity prices as well as acts of nature (freezes, earthquakes, fires, etc.) that occur in a particular period.

Qualitative factors include the general economic environment in our markets and, in particular, the state of the agriculture industry and other key industries in the Northern Sacramento Valley.  The way a particular loan might be structured, the extent and nature of waivers of existing loan policies, loan concentrations and the rate of portfolio growth are other qualitative factors that are considered.

Our methodology is, and has been, consistently followed.  However, as we add new products, increase in complexity, and expand our geographic coverage, we expect to enhance our methodology to keep pace with the size and complexity of the loan portfolio.  On an ongoing basis we engage outside firms to independently assess our methodology, and to perform independent credit reviews of our loan portfolio.  The FDIC and the California Department of Financial Institutions review the allowance for loan losses as an integral part of the examination process.  Management believes that our current methodology is appropriate given our size and level of complexity.  Further, management believes that the allowance for loan losses is adequate as of September 30, 2009 to cover known and inherent risks in the loan portfolio.  However, fluctuations in credit quality, or changes in economic conditions or other factors could cause management to increase or decrease the allowance for loan losses as necessary.

The Board of Directors of the Bank reviews the adequacy of the allowance for loan losses at least quarterly to include consideration of the relative risks in the portfolio and current economic conditions.  The allowance is adjusted based on that review if, in the judgment of the Board of Directors and management, changes are warranted.  The allowance for loan losses totaled $12,771,000 or 2.75% of total loans at September 30, 2009 and $7,826,000 or 1.58% at December 31, 2008.  Net charge-offs for the three and nine months ended September 30, 2009 were $2,347,000 and $8,139,000, respectively. The Company has a separate reserve for unfunded loan commitments of $209,000 as of September 30, 2009 and $293,000 as of December 31, 2008 that is included in other liabilities on the balance sheet.

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Table Eight below summarizes, for the periods indicated, the activity in the allowance for loan losses.

Table Eight: Allowance for Loan Losses

	Three Months Ended September 30,						Nine Months Ended September 30,
(In thousands, except for percentages)	2009			2008			2009			2008
Average loans outstanding	$	467,975		$	502,417		$	479,885		$	476,660
Allowance for possible loan losses at beginning of period	$	9,218		$	6,241		$	7,826		$	6,092
Loans charged off:
Commercial	(228		)	(3		)	(630		)	(46		)
Real estate	(2,059		)	(341		)	(6,923		)	(514		)
Consumer	(138		)	(80		)	(666		)	(85		)
Total	(2,425		)	(424		)	(8,219		)	(645		)
Recoveries of loans previously charged off:
Commercial	—			1			1			1
Real estate	71			4			71			4
Consumer	7			1			8			2
Total	78			6			80			7
Net loan charge offs	(2,347		)	(418		)	(8,139		)	(638		)
Additions to allowance charged to operating expenses	5,900			750			13,000			1,425
Additions to allowance from reserve for unfunded commitments	—			(49		)	84			(355		)
Gross allowance for loan losses at end of period	$	12,771		$	6,524		$	12,771		$	6,524
Ratio of net charge-offs to average loans outstanding	0.52		%	0.08		%	1.71		%	0.13		%
Provision for possible loan losses to average loans outstanding	1.26		%	0.15		%	2.71		%	0.30		%
Allowance for loan losses to loans net of deferred fees at end of period	2.75		%	1.29		%	2.75		%	1.29		%

It is the policy of management to maintain the allowance for loan losses at a level adequate for known and inherent risks in the portfolio.  Based on information currently available to analyze inherent credit risk, including economic factors, overall credit quality, historical delinquencies and a history of actual charge-offs, management believes that the provision for loan losses and the allowance are adequate.  The Company generally makes monthly allocations to the allowance for loan losses.  The budgeted allocation is based on estimates of loss risk and loan growth.  Adjustments may be made based on differences from estimated loan growth, the types of loans constituting this growth, changes in risk ratings within the portfolio, and general economic conditions.  However, no prediction of the ultimate level of loans charged off in future periods can be made with any certainty.

Deposits

At September 30, 2009, total deposits were $490,316,000 representing a decrease of $36,169,000 (6.9%) over the December 31, 2008 balance of $526,485,000.  Non-interest bearing demand deposits decreased in the first nine months of 2009 by $8.7 million (10.6%) to $73.4 million. Interest bearing demand deposits decreased by $1.1 million (0.7%) to $148.2 million while savings deposits increased $5.3 million (4.9%) to $112.4 million. Certificate of deposit balances decreased by $31.6 million (16.8%) to $156.3 million. Brokered deposits totaled $20 million of which $19.9 million are from existing Bank customers who elected to participate in the Certificate of Deposit Account Registry Service (CDARS) reciprocal deposits program.

The Emergency Economic Stabilization Act of 2008 included a provision for an increase in the amount of deposits insured by the FDIC to $250,000. In addition, the Bank is participating in the FDIC Transaction Account Guarantee Program. Under that program, through June 30, 2010, all noninterest-bearing transaction accounts are fully guaranteed by the FDIC for the entire amount in the account. Coverage under the Transaction Account Guarantee Program is in addition to and separate from the coverage available under the FDIC’s general deposit insurance rules. Participating institutions are currently assessed a 10 basis point surcharge on the additional insured deposits.

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Capital Resources

The current and projected capital position of the Company and the impact of capital plans and long-term strategies are reviewed regularly by management. The Company’s capital position represents the level of capital available to support continued operations and expansion.

At September 30, 2009 shareholders’ equity was $34,167,000 representing a decrease of $5,972,000 over the December 31, 2008 balance of $40,139,000.

On June 30, 2008 the Company borrowed $4 million from one of its correspondent banks which was down-streamed to Butte Community Bank in the form of additional common stock issued to the holding company.  This note has a current principal balance of $3.5 million, was originally for a two year period with a maturity date of June 30, 2010 and an interest rate equal to the three month LIBOR rate plus 8.125% adjusted quarterly, or 8.41% at September 30, 2009.

The Board of Directors of the Company authorized the payment of quarterly cash dividends of $0.08, $0.04 and $0.04 per share for the first, second, and third quarters, respectively, in 2008 and chose to suspend paying dividends in the fourth quarter of 2008 and the first three quarters of 2009. The payment of dividends in the future is subject to the discretion of the Board of Directors of the Company and will depend on earnings, the financial condition of the Company and other relevant factors.

The Company and its subsidiary Bank are subject to certain regulations issued by the Board of Governors of the Federal Reserve System and the FDIC which require maintenance of certain levels of capital.  The Bank’s ratio of total risk-based capital to risk adjusted assets was 8.9% at September 30, 2009 and 10.4% at December 31, 2008.  Tier 1 risk-based capital to risk-adjusted assets was 7.6% at September 30, 2009 and 9.1% at December 31, 2008.

Table Nine below lists the Company’s and the Bank’s capital ratios at September 30, 2009 and December 31, 2008, as well as the minimum ratios required under regulatory definitions of capital adequacy.

Table Nine: Capital Ratios

Capital to Risk-Adjusted Assets	At September 30, 2009		At December 31, 2008		Minimum Regulatory Requirement
Company
Leverage ratio	6.2	%	8.1	%	4.0	%
Tier 1 Risk-Based Capital	6.7	%	8.8	%	4.0	%
Total Risk-Based Capital	8.0	%	10.0	%	8.0	%
Bank
Leverage ratio	6.8	%	8.2	%	4.0	%
Tier 1 Risk-Based Capital	7.6	%	9.1	%	4.0	%
Total Risk-Based Capital	8.9	%	10.4	%	8.0	%

Capital ratios are reviewed on a regular basis to ensure that capital exceeds the prescribed regulatory minimums and is adequate to meet future needs.  All ratios exceeded the regulatory definition of “Minimum” at September 30, 2009 and December 31, 2008.

At September 30, 2009, the Company and the Bank were considered “adequately” capitalized. The Company’s capital position and other liquidity sources provide deposit customers with an important level of safety and confidence in the Company that is essential in these uncertain economic times.

As a result of a recent regulatory examination, the Bank must obtain the prior written consent of its primary regulators before paying dividends and has agreed to increase its Leverage Ratio to 10.0%.  In addition, the Bank is to maintain other capital ratios above well capitalized thresholds.   Management is currently adjusting its capital plan in order to conform to this

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requirement through restructuring of the balance sheet and the addition of new capital in the form of common stock.  In addition, an amendment to the Company bylaws to allow issuance of preferred stock was approved by the shareholders at the annual meeting that was held June 4, 2009. The Company is considering various transactions that might enhance its capital position.

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

Market Risk Management

Overview.  Market risk is the risk of loss from adverse changes in market prices and rates.  The Company’s market risk arises primarily from interest rate risk inherent in its loan, investment, deposit and borrowing portfolios.  The goal for managing the assets and liabilities of the Company is to maximize shareholder value and earnings while maintaining a high quality balance sheet without exposing the Company to undue interest rate risk.

The Board of Directors has overall responsibility for the interest rate risk management policies.  The Bank has an Asset and Liability Management Committee (ALCO) that establishes and monitors guidelines to control the sensitivity of earnings to changes in interest rates.

Asset/Liability Management.  Activities involved in asset/liability management include, but are not limited to, lending, accepting and placing deposits, investing in securities, issuing trust preferred securities and borrowings.  Interest rate risk is the primary market risk associated with asset/liability management.  Sensitivity of earnings to interest rate changes arises when yields on assets change in a different time period or in a different amount from that of interest costs on liabilities.  To mitigate interest rate risk, the structure of the balance sheet is managed with the goal that movements of interest rates on assets and liabilities are correlated and contributes to earnings even in periods of volatile interest rates.  The asset/liability management policy sets limits on the acceptable amount of variance in net interest margin and market value of equity under changing interest environments.  The Company uses simulation models to forecast earnings, net interest margin and market value of equity.

Simulation of earnings is the primary tool used to measure the sensitivity of earnings to interest rate changes.  Using computer-modeling techniques, the Company is able to estimate the potential impact of changing interest rates on earnings.  A balance sheet forecast is prepared monthly using inputs of actual loans, securities and interest bearing liabilities (i.e. deposits/borrowings) positions as the beginning base.  The forecast balance sheet is processed against seven interest rate scenarios.  These scenarios include a 100, 200 and 300 basis point rising rate forecast, a flat rate forecast and a 100, 200 and 300 basis point falling rate forecast which take place within a one year time frame.

The net interest income is measured during the year assuming a gradual change in rates over the twelve-month horizon.  The Company’s net interest income, as forecast below, was modeled utilizing a forecast balance sheet projected from balances as of the date indicated.

Table Ten below summarizes the effect on net interest income (NII) of a ±200 basis point change in interest rates as measured against a constant rate (no change) scenario.  The results shown in Table nine for the two periods, fall within the parameters of the Bank’s policy for interest rate risk.

Table Ten:  Interest Rate Risk Simulation of Net Interest as of September 30, 2009 and December 31, 2008

(In thousands)	$ Change in NII from Current 12 Month Horizon September 30, 2009			$ Change in NII from Current 12 Month Horizon December 31, 2008
Variation from a constant rate scenario
+200bp	$	2,374		$	3,522
- 200bp	$	(20	)	$	328

Assumptions are inherently uncertain, and, consequently, the model cannot precisely measure net interest income or precisely predict the impact of changes in interest rates on net interest income. Actual results will differ from simulated results due to timing, magnitude and frequency of interest rate changes, as well as changes in market conditions and management strategies which might moderate the negative consequences of interest rate deviations. In the model above, the simulation shows that the Company is asset sensitive over the one-year horizon as increasing rates have a greater positive impact on net interest income than declining rates. The model also shows that even in a declining interest rate environment, net interest income is impacted minimally as a result of interest rate floors on loans.

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Inflation

The impact of inflation on a financial institution differs significantly from that exerted on manufacturing, or other commercial concerns, primarily because its assets and liabilities are largely monetary.  In general, inflation primarily affects the Company and it subsidiaries through its effect on market rates of interest, which affects the Company’s ability to attract loan customers.  Inflation affects the growth of total assets by increasing the level of loan demand, and potentially adversely affects capital adequacy because loan growth in inflationary periods can increase at rates higher than the rate capital grows through retention of earnings, which may be generated in the future.  In addition to its effects on interest rates, inflation increases overall operating expenses.

In an inflationary environment, people tend to reduce overall spending and begin to save more. But as individuals and businesses curtail expenditures in an effort to trim costs; this causes the gross domestic product (GDP) to decline. Unemployment rates rise because companies lay off workers to cut costs.  It is these combined factors that cause the economy to fall into a recession.  The current economic slow down is evidenced by continued negative growth in GDP for the third quarter.

Liquidity

Liquidity management refers to the Company’s ability to provide funds on an ongoing basis to meet fluctuations in deposit levels as well as the credit needs and requirements of its clients.  Both assets and liabilities contribute to the Company’s liquidity position.  Federal funds lines, short-term investments and securities, and loan repayments contribute to liquidity, along with deposit increases, while loan funding and deposit withdrawals decrease liquidity.  The Company assesses the likelihood of projected funding requirements by reviewing historical funding patterns, current and forecasted economic conditions and individual client funding needs.

The Company’s sources of liquidity consist of cash and due from correspondent banks, overnight funds sold to correspondent banks, unpledged marketable investments and loans held for sale.  On September 30, 2009, consolidated liquid assets totaled $35.9 million or 6.5% of total assets compared to $58.3 million or 9.8% of total assets on December 31, 2008.  In addition to liquid assets, the Company maintains short-term lines of credit in the amount of $15,000,000 with correspondent banks.  There were no borrowings outstanding under these arrangements at September 30, 2009.

The Bank also has informal agreements with various other banks to sell participations in loans, if necessary.  The Company serves primarily a business and professional customer base and, as such, its deposit base is susceptible to economic fluctuations.  Accordingly, management strives to maintain a balanced position of liquid assets to volatile and cyclical deposits.

Liquidity is also affected by portfolio maturities and the effect of interest rate fluctuations on the marketability of both assets and liabilities.  The Company can sell any of its unpledged securities held in the available-for-sale category to meet liquidity needs.

Off-Balance Sheet Items

The Company has certain ongoing commitments under operating leases.  These commitments do not significantly impact operating results. As of September 30, 2009 and December 31, 2008, commitments to extend credit and letters of credit were the only financial instruments with off-balance sheet risk.  The Company has not entered into any contracts for financial derivative instruments such as futures, swaps, options or similar instruments.   Commitments to fund loans and stand-by letters of credit at September 30, 2009 and December 31, 2008 were approximately $106,142,000 and $154,482,000, respectively.  Such loans relate primarily to revolving lines of credit and other commercial loans, and to real estate construction loans.  As a percentage of net loans, these off-balance sheet items represent 23.5% and 31.7%, respectively. Of the loan commitments outstanding at September 30, 2009, $26,820,000 are real estate construction loan commitments  that are not expected to fund within the next twelve months due to the current downturn in the real estate market. The remaining commitments primarily relate to revolving lines of credit or other commercial loans, and many of these are expected to expire without being drawn upon. Therefore, the total commitments do not necessarily represent future cash requirements.

Other Matters

Item 4.  Controls and Procedures

(a) Disclosure Controls and Procedures: An evaluation of the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) was carried out under the supervision and with the participation of the Company’s Chief Executive Officer, Chief Financial Officer and other members of the Company’s senior management as of the

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end of the Company’s fiscal quarter ended September 30, 2009. The Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures as currently in effect are effective in ensuring that the information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is (i) accumulated and communicated to the Company’s management (including the Chief Executive Officer and Chief Financial Officer) to allow timely decisions regarding required disclosure, and (ii) recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms.

(b) Internal Control Over Financial Reporting: An evaluation of any changes in the Company’s internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), that occurred during the Company’s fiscal quarter ended September 30, 2009, was carried out under the supervision and with the participation of the Company’s Chief Executive Officer, Chief Financial Officer and other members of the Company’s senior management. The Company’s Chief Executive Officer and Chief Financial Officer concluded that no change identified in connection with such evaluation has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Item 5.  Subsequent Events

None.

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PART II — OTHER INFORMATION

Item 1.  Legal Proceedings.

None.

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2008, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

Item 2.  Changes in Securities and Use of Proceeds.

The Board of Directors approved a plan at their March 2007 meeting to repurchase up to $6,000,000 of the outstanding common stock of the Company.  The plan states that stock repurchases may be made from time to time on the open market or through privately negotiated transactions.   The timing of purchases and the exact number of shares to be purchased depends on market conditions.  The share repurchase plan does not include specific price targets or timetables and may be suspended at any time.

During the nine months ended September 30, 2009, no shares of common stock were repurchased under the share repurchase program. There is approximately $5,671,796 remaining that may yet be purchased under the plan.

Item 3.  Defaults Upon Senior Securities.

None.

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

None.

Item 5.  Other Information.

None.

Item 6.  Exhibits

(a)  Exhibits

Exhibit
Number	Document Description
(31.1)	Certification of CEO pursuant to Section 302 of the Sarbanes—Oxley Act of 2002.
(31.2)	Certification of CFO pursuant to Section 302 of the Sarbanes—Oxley Act of 2002.
(32.1)	Certification of CEO pursuant to Section 906 of the Sarbanes—Oxley Act of 2002.
(32.2)	Certification of CFO pursuant to Section 906 of the Sarbanes—Oxley Act of 2002.

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SIGNATURES

Pursuant to the requirements 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.

	COMMUNITY VALLEY BANCORP
November 16, 2009		By:	/s/ Keith C. Robbins
			Keith C. Robbins
		President, Chief Executive Officer
November 16, 2009		By:	/s/ John F. Coger
			John F. Coger
		Executive Vice President, CFO, COO

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