United States Securities and Exchange Commission Washington, D.C. 20549 FORM 10-Q (Mark One) [x] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Period Ended June 30, 1997 . [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Period From to Commission file number 0-10652 NORTH VALLEY BANCORP (Exact name of registrant as specified in its charter) California 94-2751350 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 880 E. Cypress Ave. Redding, CA 96002 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code (916) 221-8400 Not applicable (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 Exchange Act of 1934 during the preceding 12 months (or for such shorter periods 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 Common Stock - - 1,828,948 shares as of June 30, 1997. INDEX NORTH VALLEY BANCORP AND SUBSIDIARIES PART I. FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) Condensed consolidated balance sheets--June 30, 1997 and December 31, 1996 Condensed consolidated statements of income--Six months ended June 30, 1997 and 1996 Condensed consolidated statement of cash flows--Six months ended June 30, 1997 and 1996 Notes to condensed consolidated financial statements-- June 30, 1997 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8K SIGNATURES PART I. FINANCIAL INFORMATION NORTH VALLEY BANCORP AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS June 30 December 31 1997 1996 (unaudited) (Note) ASSETS (000's omitted) Cash and due from banks $12,854 $ 10,407 Federal funds sold 20,400 18,100 Securities: Available for sale, at market 15,356 9,223 Held to maturity, at amortized cost 40,173 39,997 (market value of $41,810 and $41,871 at June 30, 1997 and December 31, 1996, respectively) Loans receivable, net of deferred loan fees 165,978 168,237 Less: Allowance for loan losses 1,386 1,254 Net loans receivable 164,592 166,983 Premises and equipment, net 3,941 3,768 Other real estate owned 1,637 69 FHLB stock 766 734 Accrued interest receivable 1,805 1,765 Other assets 6,329 5,831 TOTAL ASSETS $267,853 $256,877 LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES: Deposits: Noninterest-bearing demand deposits $ 32,603 $ 28,314 Interest-bearing deposits 206,074 200,914 Total deposits 238,677 229,228 Accrued interest and other liabilities 3,636 3,749 Total liabilities 242,313 232,977 STOCKHOLDERS' EQUITY: Preferred stock, no par value: authorized, 20,000,000 shares; none outstanding Common stock, no par value: authorized 20,000,000 shares; outstanding 1,828,948 for June 30, 1997 and 1,823,688 for December 31, 1996 9,956 9,896 Retained earnings 15,245 13,703 Unrealized gain on securities available for sale (net of tax effect) 339 301 Total stockholders' equity 25,540 23,900 TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $267,853 $256,877 ======================================================================= Note: The balance sheet at December 31, 1996 has been derived from the audited financial statements at that date. ======================================================================= See notes to condensed consolidated financial statements (unaudited). NORTH VALLEY BANCORP AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) Six Months Ended June 30 1997 1996 (000's omitted, except per share data) INTEREST INCOME: Loans including fees $ 7,603 $ 7,028 Securities: Taxable 375 367 Exempt from federal taxes 1,213 1,176 Interest on federal funds sold 552 482 Total interest income 9,743 9,053 INTEREST EXPENSE - DEPOSITS 4,256 3,944 NET INTEREST INCOME 5,487 5,109 PROVISION FOR LOAN LOSSES 360 210 NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 5,127 4,899 NONINTEREST INCOME: Service charges on deposit accounts 697 668 Other fees and charges 385 384 Gain on sale of loans 103 80 Gain (loss) on sale of available for sale securities 140 ( 17) Other 145 107 Total noninterest income 1,470 1,222 NONINTEREST EXPENSES: Salaries & employee benefits 1,998 1,966 Occupancy expense 232 216 Furniture & equipment expense 271 243 Other 1,114 909 Total noninterest expenses 3,615 3,334 INCOME BEFORE PROVISION FOR INCOME TAXES 2,982 2,787 PROVISION FOR INCOME TAXES 799 767 NET INCOME $ 2,183 $ 2,020 INCOME PER COMMON AND EQUIVALENT SHARE $ 1.18 $ 1.08 WEIGHTED AVERAGE SHARES USED TO COMPUTE INCOME PER COMMON AND EQUIVALENT SHARE 1,850,291 1,867,709 ==================================================================== See notes to condensed consolidated financial statements (unaudited). NORTH VALLEY BANCORP AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) Three Months Ended June 30 1997 1996 (000's omitted, except per share data) INTEREST INCOME: Loans including fees $ 3,847 $ 3,553 Securities: Taxable 225 200 Exempt from federal taxes 603 595 Interest on federal funds sold 277 220 Total interest income 4,952 4,568 INTEREST EXPENSE - DEPOSITS 2,154 1,949 NET INTEREST INCOME 2,798 2,619 PROVISION FOR LOAN LOSSES 180 105 NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 2,618 2,514 NONINTEREST INCOME: Service charges on deposit accounts 360 333 Other fees and charges 189 181 Gain on sale of loans 68 28 Gain (loss) on sale of available for sale securities 51 ( 17) Other 69 65 Total noninterest income 737 590 NONINTEREST EXPENSES: Salaries & employee benefits 1,002 981 Occupancy expense 119 110 Furniture & equipment expense 138 121 Other 591 501 Total noninterest expenses 1,850 1,713 INCOME BEFORE PROVISION FOR INCOME TAXES 1,505 1,391 PROVISION FOR INCOME TAXES 419 395 NET INCOME $ 1,086 $ 996 INCOME PER COMMON AND EQUIVALENT SHARE $ .59 $ .53 WEIGHTED AVERAGE SHARES USED TO COMPUTE INCOME PER COMMON AND EQUIVALENT SHARE 1,852,518 1,868,505 ==================================================================== See notes to condensed consolidated financial statements (unaudited). NORTH VALLEY BANCORP AND SUBSIDIARIES Six Months Ended CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) June 30, 1997 1996 CASH FLOWS FROM OPERATING ACTIVITIES: (000's omitted) Net income $ 2,183 $ 2,020 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 220 199 (Accretion) amortization of premium on securities ( 3) 7 Provision for loan losses 360 210 (Gain) loss on sale of available for sale securities( 140) 1 Loss on sale of trading securities 0 16 Gain on sale of loans ( 103) ( 80) Provision for deferred taxes ( 31) 0 Purchase of trading securities 0 ( 1,980) Effect of changes in: Accrued interest receivable ( 40) ( 131) Other assets (2,050) ( 158) Accrued interest and other liabilities 527 201 Net cash provided by (used in) operating activities 923 ( 305) CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of FHLB stock ( 32) ( 50) Purchase of available for sale securities ( 8,187) ( 2,505) Proceeds from sales of available for sale securities 2,253 0 Proceeds from maturities of available for sale securities 0 3,494 Purchase of held to maturity securities ( 1,565) ( 6,763) Proceeds from maturities or calls of held to maturity securities 1,385 2,390 Proceeds from sale of loans 6,302 5,567 Net increase in loans ( 4,168) (16,029) Purchases of premises and equipment ( 393) ( 135) Net cash used in investing activities ( 4,405) (14,031) CASH FLOWS FROM FINANCING ACTIVITIES: Net change in demand deposits, NOW accounts, and savings accounts 7,428 6,738 Net increase in time certificates 2,021 2,451 Cash dividends paid ( 1,280) ( 1,143) Cash received for stock options exercised 60 46 Net cash provided by financing activities 8,229 8,092 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 4,747 ( 5,634) CASH AND CASH EQUIVALENTS: Beginning of period 28,507 28,468 End of period $33,254 $22,834 ADDITIONAL INFORMATION: Cash Payments: Income tax payments $ 529 $ 931 Interest payments $ 4,256 $ 3,960 =========================================================================== See notes to condensed consolidated financial statements (unaudited). NORTH VALLEY BANCORP AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) June 30, 1997 NOTE A - BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements of North Valley Bancorp and subsidiaries (the "Company") have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the results for the interim periods presented have been included. They do not, however, include all the information and footnotes required by generally accepted accounting principles for complete financial statements. For further information, refer to the consolidated financial statements and notes thereto included in the Company's annual report on Form 10-K for the fiscal year ended December 31, 1996. Operating results for the six months ended June 30, 1997 are not necessarily indicative of the results that may be expected for the year ended December 31, 1997. The condensed consolidated financial statements include the accounts of the Company. Significant intercompany items and transactions have been eliminated. NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Accounting Pronouncements On January 1, 1997, the Company adopted Statement of Financial Accounting Standard No. 125, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. This Statement provides accounting and reporting standards for transfers and servicing of financial assets and extinguishments of liabilities. This standard is based on consistent application of a financial-components approach that focuses on control. Under this approach, after a transfer of financial assets, an entity recognizes the financial and servicing assets it controls and the liabilities it has incurred, derecognizes financial assets when control has been surrendered, and derecognizes liabilities when extinguished. The Company has determined that the adoption of this standard does not have a material effect on the Company's financial position or results of operations as of and for the period ended June 30, 1997. In February 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 128, "Earnings per Share" (SFAS 128). The Company is required to adopt SFAS 128 in the fourth quarter of fiscal 1997 and will restate at that time earnings per share (EPS) data for prior periods to conform with SFAS 128. Earlier application is not permitted. SFAS 128 replaces current EPS reporting requirements and requires a dual presentation of basic and diluted EPS. Basic EPS excludes dilution and is computed by dividing net income by the weighted average of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. If SFAS 128 had been in effect during the current and prior year periods, basic EPS would have been $.59 and $.54 for the quarters ended June 30, 1997 and 1996, respectively. Diluted EPS under SFAS 128 would not have been significantly different than primary EPS currently reported for the periods. In June 1997, the Financial Accounting Standards Board adopted Statements of Financial Accounting Standards No. 130 (Reporting Comprehensive Income), which requires that an enterprise report, by major components and as a single total, the change in its net assets during the period from nonowner sources; and No. 131 (Disclosures about Segments of an Enterprise and Related Information), which establishes annual and interim reporting standards for an enterprise's business segments and related disclosures about its products, services, geographic areas, and major customers. Adoption of these statements will not impact the Company's consolidated financial position, results of operations or cash flows. Both statements are effective for fiscal years beginning after December 15, 1997, with earlier application permitted. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 1997. The following discussion should be read in conjunction with the Consolidated Financial Statements and notes thereto included elsewhere herein which are incorporated by reference herein. Since the Company is a holding company whose principal asset is the Bank, the following discussion relates principally to the financial condition and results of operations of the Bank. Net Income The Company's net income was $2,183,000, an 8.07% increase from $2,020,000 for the period ending June 30, 1996. On a per share basis, net income for the six months ended June 30, 1997 and 1996 were $1.18 and $1.08, respectively. Net Interest Income Net interest income is the principal source of the Company's earnings, which represents the difference between interest earned on loans (including yield-related loan fees) and investments and interest paid on deposits. Tax exempt interest income from investment securities is adjusted to an amount which would have been earned if such income were subject to federal income tax. Net interest income on a fully taxable equivalent basis (FTE) was $6,030,000 for the period ending June 30, 1997, an increase of 5.49% over $5,716,000 for the period ending June 30, 1996. The increase in average loan balances were offset by an increase in average time deposits and decreasing yields on average interest earning assets. Net interest income (FTE) expressed as a percentage of average earning assets, is referred to as net interest margin. The net interest margin for June 30, 1997, decreased to 5.06% from 5.21% for the same period ending June 30, 1996. Non-Interest Income Non-interest income is primarily derived from fees earned by the Company for deposit-related customer services. Total non-interest income increased $248,000 to $1,470,000 for the period ending June 30, 1997, compared to $1,222,000 for the period ending June 30, 1996. Non-Interest Expense Non-interest expense increased $281,000 for the period ended June 30, 1997, compared to the period ended June 30, 1996. The Company's efficiency ratio (derived by dividing total non-interest expenses by net interest income exclusive of provision for loan losses and non-interest income) was 52.0% for the six months ended June 30, 1997, compared to 52.7% for the six months ended June 30, 1996. The efficiency ratio is a measurement as to how efficiently the Company allocates its resources. The addition of NVB Online, which provides customers affordable home banking and bill payment capabilities using screenphone and PC technology, increased ATM activity, the issuance of the Visa ATM/debit card, and increases in ACH activity all contributed to the increase in data processing and ATM expenses. A summary of non-interest expense for the period ending June 30, 1997 and 1996, is presented below: Non-Interest Expense June 30 (in thousands) 1997 1996 Salaries & employee benefits $ 1,998 $ 1,966 Occupancy expense 232 216 Furniture & equipment expense 271 243 Professional services 77 74 Data processing expenses 173 115 Printing & supplies 111 110 Postage 92 86 Messenger expense 69 68 ATM expense 112 62 Other 480 394 Total Non-interest expense $ 3,615 $ 3,334 Income Taxes The provision for income taxes for the period ended June 30, 1997, was $799,000 as compared to $767,000 for the same period in 1996. Impaired, Nonaccrual, Past Due and Restructured Loans and Other Real Estate Owned At June 30, 1997 the recorded investment in loans for which impairment has been recognized in accordance with SFAS No. 114, Accounting by Creditors for Impairment of a Loan, was approximately $4,498,000. Of that balance approximately $357,000 has a related valuation allowance of $108,000. For the period ended June 30, 1997, the average recorded investment in loans for which impairment has been recognized was approximately $2,928,000. During the portion of the year that the loans were impaired the Company recognized approximately $200,000 of interest income for cash payments received. Based on management's reassessment of the loan portfolio, the loans considered to be impaired increased. At December 31, 1996, the recorded investment in loans for which impairment has been recognized in accordance with SFAS No. 114, Accounting by Creditors for Impairment of a Loan, was approximately $2,612,000. Of that balance approximately $320,000 has a related valuation allowance of $33,000. The remaining $2,292,000 did not require a valuation allowance. For the year ended December 31, 1996, the average recorded investment in loans for which impairment has been recognized was approximately $2,244,000. During the portion of the year that the loans were impaired the Company recognized approximately $203,000 of interest income for cash payments received. Nonaccrual loans are loans on which the accrual of interest has been discontinued. Accrual of interest is discontinued on a loan when management believes that borrowers' financial condition is such that the collection of interest is doubtful, or when a loan becomes contractually past due by 90 days or more with respect to interest or principal. When a loan is placed on nonaccrual status, all interest previously accrued but not collected is reversed against current period interest income. Income on such loans is then recognized only to the extent that cash is received and where the future collection of principal is probable. Interest accruals are resumed on such loans when in the judgement of management, the loans are estimated to be fully collectible as to both principal and interest. The Company's allowance for loan losses is maintained at a level deemed by management to be adequate to provide for possible losses in the loan portfolio based on the Bank's current loan portfolio performance, anticipated growth in the portfolio, prevailing economic conditions, historical credit loss experience, and other factors deemed appropriate by management. A summary of non-performing assets at June 30, 1997 and December 31, 1996, is as follows: Non-Performing Assets June 30 December (in thousands) 1997 1996 Nonaccrual loans $ 596 $ 1,190 Accruing loans past due 90 days or more 5 14 Restructured loans -0- -0- Other real estate owned 1,637 69 Total $ 2,238 $ 1,273 Allowance for Loan Losses Management assesses the adequacy of the allowance for loan loss based on loan loss experience, specific identification of potential losses in the portfolio and economic conditions. Additions to the Allowance are made by charges to operating expenses in the form of a provision for possible loan losses. The Allowance for loan losses totaled $1,386,000 or .84% of total loans at June 30, 1997, compared to $1,254,000 or .75% at December 31, 1996. Net charge-offs were $228,000 or .14% of average loans for the six months ended June 30, 1997. A provision for loan losses of $360,000 and $210,000 was charged to income as of June 30, 1997 and 1996, respectively. Management's continuing evaluation of the loan portfolio and assessment of current economic conditions will dictate future funding levels. Liquidity and Interest Rate Sensitivity Liquidity represents the Company's ability to satisfy cash flow requirements created by fluctuations in deposits and to meet borrowers' credit needs. Effective liquidity management insures that sufficient funds are available to comply with demands from depositors, borrowers and other commitments on a timely basis. Collection of principal and interest on loans, the liquidations of investment securities, deposit inflow and short term borrowing when needed are primary sources of funds that contribute to liquidity. Unused lines of credit from correspondent banks to provide federal funds in the amount of $6,000,000 as of June 30, 1997, were available to provide liquidity. In addition, the Bank is a member of the Federal Home Loan Bank ("FHLB") system providing an additional line of credit of $4,990,000 secured by first deeds of trust on eligible 1-4 unit residential loans. The Company had not borrowed from FHLB as of June 30, 1997. The Company manages both assets and liabilities to preserve liquidity and earnings stability. Total liquid assets (cash and due from banks, federal funds sold, and investment securities) totaled $88,783,000 and $77,727,000 (or 33.1% and 30.31% of total assets) at June 30, 1997 and December 31, 1996, respectively. Total liquid assets include investment securities classified as held to maturity based on the Company's intent to hold such securities to maturity of $40,173,000 and $39,997,000 for June 30, 1997 and December 31, 1996, respectively. The Company's ability to generate retail core deposits consisting of demand deposits, NOW, regular savings, money market deposit accounts and time deposits of less than $100,000 provides a continued source of liquidity. Core deposits totaled $219,711,000 and $209,320,000 at June 30, 1997 and December 31, 1996, respectively. Management considers the Company's liquidity sufficient to satisfy its funding demand for normal banking transactions for the next twelve months. Interest rate sensitivity management concentrates on reducing the impact on net interest income due to shifts in interest rates. The Company measures its interest rate sensitivity with an asset liability simulation model. The model analyzes the mix and repricing characteristics of interest rate sensitive assets and liabilities using multipliers (how interest rates change when Fed Funds rate changes by 1%) and lags (time it takes for rates to change after Fed Funds rate changes). The model simulates the effects on net interest income when the Fed Funds rate experiences a 1% increase or decrease compared to current levels. In management's view, the Company has low interest rate risk in the short term as measured by the model, specifically the next twelve months. The following table shows the interest sensitive assets and liabilities gap, which is the measure of interest sensitive assets over interest bearing liabilities, for each individual repricing period on a cumulative basis: June 30, 1997 Within 3 3 months 1-5 5+ (in thousands) months to 1 Year Years Years TOTAL EARNING ASSETS: Held to maturity securities $ 260 $ 470 $14,192 $25,251 $ 40,173 Available for sale securities 260 3,992 6,595 3,222 14,069 Fed Funds Sold 20,400 -0- -0- -0- 20,400 Loans 43,194 12,878 52,989 56,917 165,978 Total earning assets $64,114 $17,340 $73,776 $85,390 $240,620 INTEREST BEARING LIABILITIES: Interest bearing demand deposits $ -0- 41,955 $ -0- $ -0- $ 41,955 Savings deposits -0- 48,057 -0- -0- 48,057 Time deposits 40,754 71,010 4,298 -0- 116,062 Total interest bearing liabilities $40,754 $161,022 $ 4,298 $ -0- $206,074 INTEREST RATE SENSITIVITY GAP $23,360 $(143,682)$ 69,478 $85,390$ 34,546 CUMULATIVE INTEREST RATE SENSITIVITY GAP $23,360 $(120,322)$(50,844)$34,546 At June 30, 1997, the gap table indicates the Company as liability sensitive in the twelve month period. Interest rate sensitivity measured by the gap method does not consider the impact of different multipliers (how interest rates change when Fed Funds rate changes by 1%) and lags (time it takes for rates to change after Fed Funds rate changes). The Company's model analyzes the impact on earnings of future rate changes by including factors for lags and multipliers for key bank rates. Both methods of measuring interest rate sensitivity do not take into account actions taken by management to modify the effect to net interest income if interest rates were to rise or fall. The Bank had a negative gap in the twelve month period as of June 30, 1997, the asset liability simulation model showed the Bank was only slightly liability sensitive in 1997. Financial Condition Total assets at June 30, 1997, were $267,853,000, representing an increase of 4.27% over December 31, 1996 assets of $256,877,000. During the first half of 1997, net loans decreased to $164,592,000, from $166,983,000 at December 31, 1996. Loans are the major component of earning assets. The Bank's average loan to deposit ratio was 71.29% and 71.10% at June 30, 1997 and December 31, 1996, respectively. Investment securities and federal funds sold totaled $75,929,000 at June 30, 1997, compared to $67,320,000 at December 31, 1996. Funding for increases in the investment activity came from increases in deposits. Total deposits increased $9,449,000 as of June 30, 1997, to $238,677,000, as compared to $229,228,000 at December 31, 1996. The increase was primarily in interest-bearing instruments. The Company maintains capital levels to support conservative internal growth and to encourage confidence from depositors and investors. Shareholders' equity increased to $25,540,000 as of June 30, 1997, as compared to $23,900,000 for year end 1996. The Company maintains capital to support capital needs, future growth and dividend payouts while maintaining the confidence of depositors and investors by increasing shareholders' value. The Company has provided the majority of its capital requirements through the retention of earnings. The Company's and the Bank's regulatory capital ratios continue to be strong and remain above regulatory minimums. The Company's total risk based capital ratio at June 30, 1997 was 14.15% and its Tier 1 Risk Based Capital (RBC) ratio was 13.40%, exceeding the minimum guidelines of 8% and 4%. The ratios at December 31, 1996 were 13.29% and 12.58%, respectively. The Company's leverage ratios were 9.43% and 8.98% at June 30, 1997 and December 31, 1996, significantly in excess of the minimum guidelines of 4%. Under current regulations adopted by federal regulatory agencies, a "well-capitalized" institution must have a Tier 1 RBC ratio of at least 6%, a total capital ratio of at least 10% and leverage ratio of at least 5% and not be subject to a capital directive order. The Bank had a Tier 1 RBC ratio of 12.68% and total capital ratio of 13.43% and a leverage ratio of 8.89% at June 30, 1997, compared with 12.04%, 12.72% and 8.56% at December 31, 1996, respectively. The most recent notification from the Federal Deposit Insurance Corporation for the Bank as of December 31, 1996 categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes have changed the Bank's category. Impact of Inflation Impact of inflation on a financial institution differs significantly from that exerted on an industrial concern, primarily because its assets and liabilities consist largely of monetary items. The relatively low proportion of the Company's fixed assets (less than 1.5% at June 30, 1997) reduces both the potential of inflated earnings resulting from understated depreciation and the potential understatement of absolute asset values. RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 1997, AS COMPARED TO THE THREE MONTHS ENDED JUNE 30, 1996. Net Income The Company's net income for the three months ended June 30, 1997, was $1,086,000, as compared to a net income of $996,000 for the same period in 1996. The net income for the three month period ended June 30, 1997, resulted in net income per share of fifty-nine cents ($.59). Net Interest Income Net interest income on a fully tax-equivalent basis (FTE) increased $132,000, or 4.49%, to $3,070,000 for the three months ended June 30, 1997, as compared to $2,938,000 for the same period in 1996. Changes in net interest income are a result of changes in volume between average earning assets and average interest bearing liabilities and in the difference between interest yields from average earning assets and the cost of average interest bearing liabilities. Net interest income increased over 1996 levels primarily due to an increase in volume on average loans. Net interest income on a fully taxable equivalent basis expressed as a percentage of total average earning assets is referred to as the net interest margin. The net interest margin (FTE) was 5.09% and 5.28% for the three months ending June 30, 1997 and 1996, respectively. Non Interest Income Total non interest income increased to $737,000, compared to $590,000 for the three months ended June 30, 1997 and 1996, respectively. Non Interest Expense Non interest expense increased during the second three months of 1997 to $1,850,000 compared to $1,713,000 for the same period in 1996. The addition of NVB Online, which provides customers affordable home banking and bill payment capabilities using screenphone and PC technology, increased ATM activity, the issuance of the Visa ATM/debit card, and increases in ACH activity all contributed to the increase in data processing and ATM expenses. A summary of non interest expense for the three month period ended June 30, 1997 and 1996, is presented below: Non Interest Expense June (in thousands) 1997 1996 Salaries & employee benefits $1,002 $ 981 Occupancy 119 110 Furniture & equipment 138 121 Professional services 46 35 Data processing 88 60 Printing & supplies 55 54 Postage 44 39 Messenger expense 36 33 ATM 57 29 Other 265 251 TOTAL NON INTEREST EXPENSE $1,850 $1,713 PART II - OTHER INFORMATION ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The Annual Meeting of Shareholders of North Valley Bancorp was held on Monday, May 19, 1997. Shareholders of North Valley Bancorp approved the slate of directors as proposed, and the ratification of Deloitte & Touche LLP as independent public accountants for the Company was approved. Results of the election are presented in Exhibit 23. ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K: Form 8-K, dated June 13, 1997 and listing Item 5, was filed by the Company on June 17, 1997. Exhibit 11 Statement re computation of earnings per common share Exhibit 23 Consents of experts and counsel SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. North Valley Bancorp (Registrant) Date August 13, 1997 /s/ Sharon Benson Sharon Benson Senior Vice President & Chief Financial Officer EXHIBIT 11 Statement re computation of earnings per common share (Amounts in thousands except per share amounts) Three Three Months Months Ended Ended 6/30/97 6/30/96 Net income $ 1,086 $ 996 Weighted average number of common shares outstanding 1,828,166 1,844,132 Assuming exercise of options reduced by the number of shares which could have been purchased with the proceeds from exercise of such option 24,352 24,373 Weighted average shares used to compute income per common and equivalent share 1,852,518 1,868,505 Income per common and equivalent share $ 0.59 $ 0.53 Six Six Months Months Ended Ended 6/30/97 6/30/96 Net income $ 2,183 $ 2,020 Weighted average number of common shares outstanding 1,825,939 1,843,336 Assuming exercise of options reduced by the number of shares which could have been purchased with the proceeds from exercise of such option 24,352 24,373 Weighted average shares used to compute income per common and equivalent share 1,850,291 1,867,709 Income per common and equivalent share $ 1.18 $ 1.08 EXHIBIT 23 ANNUAL MEETING OF SHAREHOLDERS MAY 19, 1997 TOTAL SHARES OUTSTANDING 1,823,688 TOTAL SHARES VOTING: 1,422,598 BY PROXY 1,229,352 IN PERSON 193,246 PERCENTAGE OF SHARES VOTED: 78.01% 1. TO ELECT DIRECTORS AS STATED IN THE PROXY STATEMENT: FOR AUTHORITY WITHHELD TOTAL 1,419,474 3,124 1,422,598 2. RATIFICATION OF DELOITTE & TOUCHE: FOR AGAINST ABSTAIN TOTAL 1,409,615 234 12,549 1,422,598 % TOTAL SHARES VOTING BY PROXY 1,229,352 86.42 TOTAL SHARES VOTING IN PERSON 193,246 13.58 TOTAL VOTES CAST 1,422,598 100.00