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 March 31, 1998 . [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition 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 Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the last practical date. Common Stock - - 1,839,092 shares as of March 31, 1998. INDEX NORTH VALLEY BANCORP AND SUBSIDIARIES PART I. FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) Condensed consolidated balance sheets-- March 31, 1998 and December 31, 1997 Condensed consolidated statements of income-- Three months ended March 31, 1998 and 1997; Condensed consolidated statement of cash flows-- Three months ended March 31, 1998 and 1997 Notes to condensed consolidated financial statements-- March 31, 1998 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Item 3. Quantitative and Qualitative Disclosures About Market Risk PART II. OTHER INFORMATION Item 1. Legal Proceedings Item 2. Changes in Securities Item 3. Defaults Upon Senior Securities Item 4. Submission of Matters to a Vote of Security Holders Item 5. Other Information Item 6. Exhibits and Reports on Form 8K SIGNATURES PART I. FINANCIAL INFORMATION NORTH VALLEY BANCORP AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS March 31 December 31 (In thousands except share amounts) 1998 1997 ASSETS (Unaudited) (Note) Cash and cash equivalents: Cash and due from banks $13,946 $ 8,842 Federal funds sold 24,200 13,100 Total cash and cash equivalents 38,146 21,942 Cash held in trust 1,694 1,670 Securities: Available for sale, at fair value 24,646 26,613 Held to maturity, at amortized cost (fair value of $40,079 and $41,231 at March 31, 1998 and December 31, 1997, respectively) 38,208 39,219 Loans receivable, net of allowance for loan losses and deferred loan fees 166,190 167,507 Premises and equipment, net of accumulated depreciation and amortization 4,736 4,647 Other real estate owned 104 212 FHLB stock 801 790 Accrued interest receivable 1,841 1,923 Other assets 6,306 6,234 TOTAL ASSETS $282,672 $270,757 LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES: Deposits: Noninterest-bearing demand deposits $ 39,105 $ 32,253 Interest-bearing: Savings 48,838 46,431 Time certificates 116,954 118,159 NOW accounts 44,170 41,679 Total deposits 249,067 238,522 Accrued interest and other liabilities 4,414 4,169 TOTAL LIABILITIES 253,481 242,691 STOCKHOLDERS' EQUITY: Common stock, no par value: authorized 20,000,000 shares; outstanding 1,839,092 at March 31, 1998 and December 31, 1997 10,161 10,161 Retained earnings 18,313 17,205 Accumulated Other Comprehensive Income: Unrealized gain on securities available for sale (net of tax effect) 717 700 Total stockholders' equity 29,191 28,066 TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $282,672 $270,757 ====================================================================== Note: The balance sheet at December 31, 1997 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) (In thousands except share and per share amounts) Three Months Ended March 31 1998 1997 INTEREST INCOME: Loans including fees $ 3,815 $ 3,756 Securities: Taxable 386 150 Exempt from federal taxes 569 610 Interest on federal funds sold 242 275 Total interest income 5,012 4,791 INTEREST EXPENSE - DEPOSITS 2,137 2,102 NET INTEREST INCOME 2,875 2,689 PROVISION FOR LOAN LOSSES 180 180 NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 2,695 2,509 NONINTEREST INCOME: Service charges on deposit accounts 350 337 Other fees and charges 217 196 Gain on sale of loans 8 35 Gain on sale of available for sale securities 192 89 Other 70 76 Total noninterest income 837 733 NONINTEREST EXPENSES: Salaries & employee benefits 1,076 996 Occupancy expense 135 113 Furniture & equipment expense 155 133 Other 668 523 Total noninterest expenses 2,034 1,765 INCOME BEFORE PROVISION FOR INCOME TAXES 1,498 1,477 PROVISION FOR INCOME TAXES 390 380 NET INCOME $ 1,108 $ 1,097 EARNINGS PER SHARE: Basic $ .60 $ .60 Diluted $ .60 $ .59 =========================================================================== See notes to condensed consolidated financial statements (unaudited). NORTH VALLEY BANCORP AND SUBSIDIARIES CONDENSED Three Months Ended CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED March 31 1998 1997 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 1,108 $ 1,097 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 125 108 Amortization of premium on securities 7 0 Provision for loan losses 180 180 Loss on sale/write down of other real estate owned 4 0 Gain on sale of available for sale securities ( 192) ( 89) Gain on sale of loans ( 8) ( 35) Provision for deferred taxes 288 5 Effect of changes in: Accrued interest receivable 82 1 Other assets ( 348) (1,522) Accrued interest and other liabilities 245 401 Net cash provided by operating activities 1,491 146 CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of FHLB stock ( 11) ( 11) Proceeds from sale of other real estate owned 109 0 Purchase of available for sale securities ( 3,500) ( 110) Proceeds from sales of available for sale securities 1,658 125 Proceeds from maturities of available for sale securities 4,000 0 Purchase of held to maturity securities 0 ( 560) Proceeds from maturities or calls of held to maturity securities 1,005 225 Proceeds from sale of loans 1,871 2,124 Net increase in loans ( 726) ( 918) Purchases of premises and equipment ( 214) ( 276) Net cash provided by investing activities 4,192 599 CASH FLOWS FROM FINANCING ACTIVITIES: Net change in demand deposits, NOW accounts, and savings accounts 11,750 3,638 Net increase in time certificates ( 1,205) 2,723 Cash dividends paid 0 ( 640) Net cash provided by financing activities 10,545 5,721 NET INCREASE IN CASH AND CASH EQUIVALENTS 16,228 6,466 CASH AND CASH EQUIVALENTS: Beginning of period 23,612 28,507 End of period $39,840 $34,973 ADDITIONAL INFORMATION: Transfer of foreclosed loans from loans receivable to other real estate owned 0 1,203 Cash Payments: Income tax payments $ 50 $ 14 Interest payments $ 2,133 $ 2,094 See notes to condensed consolidated financial statements (unaudited). NORTH VALLEY BANCORP AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) March 31, 1998 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, 1997. Operating results for the three months ended March 31, 1998 are not necessarily indicative of the results that may be expected for the year ended December 31, 1998. The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Significant intercompany items and transactions have been eliminated in consolidation. NOTE B - CHANGES IN ACCOUNTING PRINCIPLES Effective January 1, 1998, the Company adopted Statement of Financial Accounting Standard No. 130, Reporting Comprehensive Income. This Statement requires that all items recognized under accounting standards as components of comprehensive earnings be reported in an annual financial statement that is displayed with the same prominence as other annual financial statements. This Statement also requires that an entity classify items of other comprehensive earnings by their nature in an annual financial statement. For example, other comprehensive earnings may include minimum pension liability adjustments, and unrealized gains and losses on marketable securities classified as available-for-sale. Annual financial statements for prior periods will be reclassified, as required. The Company's total comprehensive earnings were as follows: Three Months Ended March 31 1998 1997 (In thousands) Net income $ 1,108 $ 1,097 Other comprehensive income: Unrealized gain on securities available for sale (net of tax effect) 717 700 Total comprehensive income $ 1,825 $ 1,797 NOTE C - EARNINGS PER SHARE Basic earnings per share is computed by dividing net income by the weighted average common shares outstanding for the period. Diluted earnings per share reflects the potential dilution that could occur if options or other contracts to issue common stock were exercised and converted into common stock. The denominator used in the calculation of basic earnings per share and diluted earnings per share for each of the quarters ended March 31, 1998 and 1997 is reconciled as follows: Three Three Months Months Ended Ended Calculation of Basic Earnings Per Share 3/31/98 3/31/97 Numerator - net income $ 1,108 $ 1,097 Denominator - weighted average common shares outstanding $ 1,839 $ 1,824 Basic Earnings Per Share $ .60 $ .60 Calculation of Diluted Earnings Per Share Numerator - net income $ 1,108 $ 1,097 Denominator: Weighted average common shares outstanding 1,839 1,824 Dilutive effect of outstanding options 23 24 1,862 1,848 Diluted Earnings Per Share $ .60 $ .59 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1998. Overview North Valley Bancorp (the "Company") is a bank holding company for North Valley Bank (the "Bank"), a state-nonmember bank. The Company's consolidated net income, assets, and equity are derived primarily from its investment in the Bank. The Bank operates out of its main office located at 880 E. Cypress Avenue, Redding, California 96002 with seven additional branches located in Shasta County and two branches in Trinity County. The Bank's consumer financial services include residential real estate loans, retail deposit services, mutual fund products and consumer finance. Financial services for businesses include commercial loans, Small Business Administration (SBA) loans, and deposit services. Certain statements in this Form 10-Q (excluding statements of fact or historical financial information) involve forward-looking information within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the "safe harbor" created by those sections. These forward-looking statements involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Such risks and uncertainties include, but are not limited to, the following factors: competitive pressure in the banking industry increases significantly; changes in the interest rate environment reduce margins; general economic conditions, either nationally or regionally, are less favorable than expected, resulting in, among other things, a deterioration in credit quality and an increase in the provision for possible loan losses; changes in the regulatory environment; changes in business conditions, particularly in Shasta County; volatility of rate sensitive deposits; operational risks including data processing system failures or fraud; asset/liability matching risks and liquidity risks; and changes in the securities markets. Earnings Summary For the period ending March 31, 1998, the Company achieved earnings of $1,108,000 as compared to $1,097,000 for the period ending March 31, 1997. On a per share basis, net income on a diluted basis was $.60 for the three months ended March 31, 1998, and $.59 for the same period ending March 31, 1997. Net income increased primarily due to the increase in net interest income. The Company's return on average total assets and average share- holders' equity were 1.65% and 15.74% for the three months ended March 31, 1998, compared with 1.69% and 18.15% for the three months ended March 31, 1997. Net Interest Income Net interest income is the principal source of the Company's operating earnings. It represents the difference between interest earned on loans and other investments and interest paid on deposits. The amount of interest income and expense is affected by changes in volume and mix of earning assets and interest-bearing deposits, along with changes in interest rates. Net interest income has been adjusted to a fully taxable equivalent (FTE) basis for tax-exempt investments included in earning assets. Net interest income (FTE) was $3,130,000 for the three months ended March 31, 1998, as compared to $2,960,000 for the three months ended March 31, 1997. The increase in net interest income for the period ending March 31, 1998 resulted primarily from the increase in investment securities and interest earned on loans. Total interest income (FTE) increased to $5,267,000 in 1998 compared to $5,062,000 in 1997, representing a 4.05% increase. Average loans increased to $167,086,000 for the three months ended March 31, 1998, or .10% over the same period in 1997, with an increase in average available for sale securities of 166.9% and average held to maturity securities of 4.03%. Total interest expense increased slightly $2,137,000 as compared to $2,102,000 for the same period ending March 31, 1997. Average interest- bearing deposits for the period ending March 31, 1998 totaled $207,988,000, as compared to $203,555,000 for the same period in 1997, or a 2.18% increase. Net interest margin (determined by dividing net interest income by total average interest-earning assets) was 5.08% for the period ending March 31, 1998, as compared to 5.03% for the same period ending March 31, 1997. The slight increase for the three months ended March 31, 1998 in the net interest margin was attributed to the increases in loans, investments and deposits, offset by a decrease in the net spread (the difference between rates earned on interest earning assets and rates paid on deposits), affected primarily by a stable to declining interest rate environment and the change in the mix between loans and investment securities for the period ended March 31, 1998. Average earning assets yielded 8.55% for the period ending March 31, 1998 compared to 8.60% for the same period ending March 31, 1997. The cost of funding these earning assets decreased slightly during the first three months of 1998 as the yield on earning assets declined slightly. Rates paid remained relatively stable at 4.17% for the first three months of 1998 as compared to 4.19% for the same period in 1997. The interest spread was 4.38% for the period ending March 31, 1998 compared to 4.41% for the period ending March 31, 1997. Non-Interest Income Non-interest income, which includes income derived from service charges on deposit accounts, loan servicing fees, other fees and charges, and gain (loss) on sale of securities, increased to $837,000 for the period ending March 31, 1998 as compared to $733,000 for the same period ending March 31, 1997, a $104,000 increase. Non-Interest Expense Non-interest expense totaled $2,034,000 for the period ended March 31, 1998, compared to $1,765,000 for the same period in 1997. Salaries and employee benefits increased to $1,076,000 compared to $996,000, primarily due to normal salary increases, employer taxes, and net pension cost for the supplemental retirement plans for directors and key executives. Occupancy and equipment expenses increased as a result of the relocation of the Shasta Dam branch to our new building and the new super market branch in Cottonwood. 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 54.8% at March 31, 1998 compared to 51.6% at March 31, 1997. The efficiency ratio is a measurement as to how efficiently the Company allocates its resources. A summary of non-interest expense for the three months ended March 31, 1998 and 1997, is presented below: Non-Interest Expense March 31 (in thousands) 1998 1997 Salaries & employee benefits $ 1,076 $ 996 Occupancy expense 135 113 Furniture & equipment expense 155 133 Professional services 65 31 Data processing expenses 105 85 Printing & supplies 70 56 Postage 49 48 Messenger expense 43 33 ATM expense 67 55 Other 269 215 Total Non-interest expense $ 2,034 $ 1,765 Income Taxes The provision for income taxes for the first quarter 1998 was $390,000 as compared to $380,000 for the same period in 1997. Impaired, Nonaccrual, Past Due and Restructured Loans and Other Real Estate Owned At March 31, 1998 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 $4,832,000. Of that balance approximately $98,000 has a related valuation allowance of $15,000. For the quarter ended March 31, 1998, the average recorded investment in loans for which impairment has been recognized was approximately $1,909,000. During the portion of the three month period ended March 31, 1998 that the loans were impaired the Company recognized approximately $122,000 of interest income for cash payments received. At December 31, 1997, the recorded investment in loans for which impairment has been recognized in accordance with SFAS No. 114 was approxi- mately $4,353,000. No significant impaired balances required a valuation allowance at December 31, 1997. For the year ended December 31, 1997, the average recorded investment in loans for which impairment has been recognized was approximately $3,454,000. During the portion of the year that the loans were impaired the Company recognized interest income of approximately $153,000 for cash payments received. Nonaccrual loans consist of loans on which the accrual of interest has been discontinued and other loans where 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 (except that when management believes a loan is well secured and in the process of collection, interest accruals are continued on loans considered by management to be fully collectible). Loans are charged off when management determines that the loan is considered uncollectible. Other real estate owned consists of real property acquired through foreclosure on the related collateral underlying defaulted loans. The amount of non accrual loans increased for the period ending March 31, 1998 to $757,000 as compared to $536,000 at December 31, 1997. A summary of non-performing assets at March 31, 1998 and December 31, 1997, is as follows: Non-Performing Assets (in thousands) March 31 December 31 1998 1997 Nonaccrual loans $ 757 $ 536 Accruing loans past due 90 days or more 267 244 Restructured loans -- -- Other real estate owned 103 212 Total $ 1,127 $ 992 Allowance for Loan Losses Management's assessment of the adequacy of the allowance for loan loss and the level of the related provision for possible loan losses is based on its evaluation of current economic conditions, borrower's financial condition, loan impairment, continuing evaluation of the performing loan portfolio, continual evaluation of problem loans identified as having a higher degree of risk, off balance sheet risks, assessments by regulators and other third parties, and any other factors identified by management which may have an effect on the quality of the portfolio. At March 31, 1998, based on known information, management believed that the allowance for loan losses was adequate to absorb losses inherent in existing loans and commitments to extend credit, based on evaluations of the collectibility and prior loss experience of loans and commitments to extend credit as of such date. As of March 31, 1998, the allowance for possible loan losses was $1,839,000 as compared to the December 31, 1997 amount of $1,702,000. When a loan is considered uncollectible by management it is charged against the allowance for loan losses. Any recoveries on previously charged off loans are credited back to the allowance. Net charge-offs were $43,000 for the period ending March 31, 1998. Additions to the allowance for loan losses are charged against income. A provision for loan losses of $180,000 was charged to income for the three months ended March 31, 1998. The allowance for possible loan losses is a general reserve available against the total loan portfolio and off balance sheet credit exposure. While management uses available information to recognize losses on loans, future additions to the allowance may be necessary based on changes in economic conditions. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the Company's allowance for possible loan losses. Such agencies may require the company to provide additions to the allowance based on their judgment of information available to them at the time of their examination. There is uncertainty concerning future economic trends. Accordingly, it is not possible to predict the effect future economic trends may have on the level of the provision for possible loan losses in future periods. Liquidity and Interest Rate Sensitivity The fundamental objective of the Company's management is to increase shareholders' value while maintaining adequate liquidity, to manage interest rate risk, and increase the economic value of its assets and liabilities. Liquidity is the ability to provide funds to support asset growth and 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 satisfy demands from depositors, borrowers and other commitments on a timely basis. Collection of principal and interest on loans, the liquidations and maturities of investment securities, deposits with other banks, 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 March 31,1998, 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 $5,212,000 secured by first deeds of trust on eligible 1-4 unit residential loans. The Company had not borrowed from the FHLB as of March 31, 1998. The Company manages both assets and liabilities by monitoring asset and liability mixes, volumes, maturities, yields and rates in order to preserve liquidity and earnings stability. Total liquid assets (cash and due from banks, federal funds sold, and investment securities) totaled $101,000,000 and $87,774,000 (or 35.73% and 32.42% of total assets) at March 31, 1998 and December 31, 1997, respectively. Total liquid assets for March 31, 1998 and December 31, 1997 include investment securities of $38,208,000 and $39,219,000, respectively, classified as held to maturity based on the Company's intent to hold such securities to maturity. Core deposits, defined as demand deposits, NOW, regular savings, money market deposit accounts and time deposits of less than $100,000, continue to provide a relatively stable and low cost source of funds. Core deposits totaled $231,329,000 and $220,608,000 at March 31, 1998 and December 31, 1997, respectively. In assessing liquidity, historical information such as seasonal loan demand, local economic cycles and the economy in general are considered along with current ratios, management goals and unique characteristics of the Bank. Management believes the Company is in compliance with its policies relating to liquidity. Asset and liability management focuses on interest rate risk due to asset and liability cash flows and market interest rate movement. The primary objective of managing interest rate risk is to ensure that both assets and liabilities react to changes in interest rates to minimize the effects of interest rate movements on net interest income. An asset and liability management simulation model is used to quantify the exposure and impact of changing interest rates on earnings. The model projects changes by analyzing the mix and repricing characteristics of interest rate sensitive assets and liabilities using multipliers (how interest rates change when the Fed Funds rate changes by 1%) and lags (time it takes for rates to change after the 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. 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: March 31, 1998 Within 3 3 months 1-5 5+ (in thousands) months to 1 Year Years Years TOTAL EARNING ASSETS: Held to maturity securities $ 105 $ 1,746 $14,920 $21,437 $ 38,208 Available for sale securities 1,999 4,424 15,713 0 22,136 Fed Funds Sold 24,200 0 0 0 24,200 Loans 43,795 8,627 53,714 61,894 168,030 Total earning assets $70,099 $14,797 $84,347 $83,331 $252,574 INTEREST BEARING LIABILITIES: Interest bearing demand deposits $ 0 $44,170 $ 0 $ 0 $ 44,170 Savings deposits 0 48,838 0 0 48,838 Time deposits 34,296 75,697 6,961 0 116,954 Total interest bearing liabilities $ 34,296 $168,705 $ 6,961 $ 0 $209,962 INTEREST SENSITIVITY GAP $ 35,803 $(153,908) $77,386 $83,331 CUMULATIVE INTEREST RATE SENSITIVITY GAP $ 35,803 $(118,105) $(40,719) $42,612 At March 31, 1998, the gap table indicates the Company as liability sensitive in the twelvemonth period. The interest rate sensitivity gap is defined as the difference between amount of interest-earning assets anticipated to mature or reprice within a specific time period and the amount of interest-bearing liabilities anticipated to mature or reprice within that time period. The year end Gap report is based on the contractual interest repricing date. The gap method does not consider the impact of different multipliers (how interest rates change when the Fed Funds rate changes by 1%) and lags (time it takes for rates to change after the Fed Funds rate changes). The interest rate relationships between the repriceable assets and repriceable liabilities are not necessarily constant and may be affected by many factors, including the behavior of customers in response to changes in interest rates and future impact of new business strategies. This table should, therefore, be used only as a guide as to the possible effect changes in interest rates might have on the net margins of the Company. 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. Even though the Company had a negative gap in the three month period as of March 31, 1998 the asset liability simulation model showed the Bank was slightly asset sensitive in the first quarter 1998. This means that when interest rates decline, yields on earning assets would be expected to decline faster than rates paid for deposits, causing the net interest margin to decrease. Due to a slightly declining interest rate environment in 1998, the Bank's asset sensitive posture had a slightly negative impact on net interest margins as predicted by the asset liability simulation model. In a rising rate environment the opposite impact would be expected; i.e., the net interest margin should improve. Financial Condition Total assets at March 31, 1998, were $282,672,000, representing an increase of 4.40% over December 31, 1997 assets of $270,757,000. Increased deposits were used to fund a 4.66% increase in average earning assets in the first quarter of 1998. Investment securities and federal funds sold totaled $87,054,000 at March 31, 1998, compared to $78,932,000 at December 31, 1997. The Company is a member of Federal Home Loan Bank of San Francisco and holds $801,000 in FHLB stock. During the first three months of 1998, net loans decreased to $166,190,000 from $167,507,000 for at December 31, 1997. Loans are the Company's major component of earning assets. The Bank's average loan to deposit ratio was 69.68%. Funding for increased investments came from increases in deposits. Total deposits increased $10,545,000 in the first quarter of 1998 to $249,067,000, as compared to $238,522,000 at December 31, 1997. 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. Shareholders' equity increased to $29,191,000 as of March 31, 1998, as compared to $28,066,000 at December 31, 1997. The Company's and the Bank's regulatory capital ratios remain above regula- tory minimums. The Company's total risk based capital ratio at March 31, 1998 was 16.38% and its Tier 1 Risk Based Capital (RBC) ratio was 15.38%, exceeding the minimum guidelines of 8% and 4%. The ratios at December 31, 1997 were 15.73% and 14.80%, respectively. The Company's leverage ratios were 10.38% and 9.94% at March 31, 1998 and December 31, 1997, exceeding 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 total capital ratio of 15.32%, a Tier 1 RBC ratio of 14.31% and a leverage ratio of 9.66% at March 31, 1998. Impact of Inflation Impact of inflation on a financial institution differs significantly from that exerted on anindustrial concern, primarily because a financial institution's assets and liabilities consist largely of monetary items. The relatively low proportion of the Bank's fixed assets (approximately 1.7% March 31, 1998) reduces both the potential of inflated earnings resulting from understated depreciation and the potential understatement of absolute asset values. Year 2000 Compliance The inability of computers, software and other equipment utilizing microprocessors to recognize and properly process data fields containing a 2 digit year is commonly referred to as the Year 2000 Compliance issue. As the year 2000 approaches, such systems may be unable to accurately process certain date-based information. The Company believes it has identified all significant applications that will require modification to ensure Year 2000 Compliance. Internal and external resources are being used to make the required modifications and test Year 2000 Compliance. The Company currently plans on completing the testing process of all significant applications by December 31, 1998. In addition, the Company has communicated with others with whom it does significant business to determine their Year 2000 Compliance readiness and the extent to which the Company is vulnerable to any third party Year 2000 issues. However, there can be no guarantee that the systems of other companies on which the Company's systems rely will be timely converted, or that a failure to convert by another company, or a conversion that is incompatible with the Company's systems, would not have a material adverse effect on the Company. The total cost to the Company of these Year 2000 Compliance activities has not been and is not anticipated to be material to its financial position or results of operations in any given year. Costs associated with the modifications necessary are being expensed by the Company during the period in which they are incurred. These costs and the date on which the Company plans to complete the Year 2000 modification and testing processes are based on management's best estimates, which were derived utilizing numerous assumptions of future events including the continued availability of certain resources, third party modification plans and other factors. However, there can be no guarantee that these estimates will be achieved and actual results could differ from those plans. ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK In Management's opinion there has not been a material change in the Company's market risk profile for the three months ended March 31, 1998 compared to December 31, 1997. PART II - OTHER INFORMATION Item 1. Legal Proceedings There are no material legal proceedings pending against the Company or against any of its property. The Bank, because of the nature of its business, is generally subject to various legal actions, threatened or filed, which involve ordinary, routine litigation incidental to its business. Some of the pending cases seek punitive damages in addition to other relief. Although the amount of the ultimate exposure, if any, cannot be determined at this time, the Company does not expect that the final outcome of threatened or filed suits will have a materially adverse effect on its consolidated financial position. Item 2. Changes in Securities No changes. Item 3. Defaults Upon Senior Securities N/A Item 4. Submission of Matters to a Vote of Security Holders None Item 5. Other Information N/A Item 6. Exhibits and Reports on Form 8-K (a) Exhibits - None (b) Reports on Form 8-K - None SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. North Valley Bancorp (Registrant) Date May 12, 1998 /s/ Sharon Benson Sharon Benson Senior Vice President & Chief Financial Officer