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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 Quarter ended June 30, 2002

[   ]  Transition report pursuant to Section 13 or 15(d)) of the Securities Exchange Act of 1934
For Transition Period from                     to      

Commission File Number 000-30447


VALLEY COMMUNITY BANCSHARES, INC.

(Exact name of registrant as specified in its charter)
     
Washington
(State or other jurisdiction
of incorporation or organization)
 
91-1913479
(I.R.S. Employer Identification No.)
     
1307 East Main, Puyallup, Washington
(Address of principal executive offices)
 
98372
(Zip Code)

(253) 848-2316
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes   [X]     No   [   ]

The number of shares of the issuer’s Common Stock, $1.00 par value, outstanding at August 2, 2002 was 1,126,750.

 


TABLE OF CONTENTS

Item 1. FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED BALANCE SHEET
CONDENSED CONSOLIDATED STATEMENT OF INCOME
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
FORWARD-LOOKING STATEMENTS
PART II — OTHER INFORMATION
SIGNATURES
EXHIBIT 3.2


Table of Contents

VALLEY COMMUNITY BANCSHARES, INC.
AND SUBSIDIARIES

INDEX TO QUARTERLY REPORT ON FORM 10-Q
                 
            Page
           
PART I
  FINANCIAL INFORMATION        
Item 1.
  Financial Statements        
        Condensed Consolidated Balance Sheet — June 30, 2002 and December 31, 2001     1  
        Condensed Consolidated Statement of Income — Three and Six Months Ended June 30, 2002 and 2001     2  
        Condensed Consolidated Statement of Cash Flows — Six Months Ended June 30, 2002 and 2001     3  
        Notes to Condensed Consolidated Financial Statements     4  
Item 2.
  Management’s Discussion and Analysis of Financial Condition And Results of Operation     8  
Item 3.
  Quantitative and Qualitative Disclosures about Market Risk     20  
FORWARD-LOOKING STATEMENTS     21  
PART II
  OTHER INFORMATION     21  
        Signatures     23  

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Table of Contents

Item 1. FINANCIAL STATEMENTS

VALLEY COMMUNITY BANCSHARES, INC.
AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEET
(unaudited)
(dollars in thousands)
                       
          June 30,   December 31,
          2002   2001
         
 
ASSETS
               
 
Cash and due from banks
  $ 6,735     $ 4,584  
 
Interest-bearing deposits with banks
    9,415       14,083  
 
Securities available-for-sale
    33,840       31,350  
 
Federal Home Loan Bank stock
    493       478  
 
   
     
 
 
    50,483       50,495  
 
Loans
    108,390       100,755  
 
Less allowance for loan losses
    1,249       1,156  
 
   
     
 
     
Loans, net
    107,141       99,599  
 
Accrued interest receivable
    754       777  
 
Premises and equipment, net
    5,647       5,831  
 
Real estate held for investment
    224       224  
 
Other assets
    481       248  
 
   
     
 
     
Total assets
  $ 164,730     $ 157,174  
 
   
     
 
LIABILITIES
               
 
Deposits
               
   
Noninterest-bearing
  $ 28,007     $ 24,770  
   
Interest-bearing
    113,616       109,930  
 
   
     
 
     
Total deposits
    141,623       134,700  
 
Other borrowed funds
    622       334  
 
Accrued interest payable
    265       390  
 
Other liabilities
    499       589  
 
   
     
 
     
Total liabilities
    143,009       136,013  
 
   
     
 
STOCKHOLDERS’ EQUITY
               
 
Common stock, par value $1 per share; 5,000,000 shares authorized; 1,126,750 shares issued and outstanding at June 30, 2002 and December 31, 2001
    1,127       1,127  
 
Additional paid-in capital
    15,953       15,953  
 
Retained earnings
    4,159       3,776  
 
Accumulated other comprehensive income, net of tax
    482       305  
 
   
     
 
     
Total stockholders’ equity
    21,721       21,161  
 
   
     
 
     
Total liabilities and stockholders’ equity
  $ 164,730     $ 157,174  
 
   
     
 

The accompanying notes are an integral part of these financial statements

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Table of Contents

VALLEY COMMUNITY BANCSHARES, INC.
AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF INCOME
(unaudited)
(dollars in thousands, except for per share amounts)
                                     
        Three Months Ended   Six Months Ended
        June 30,   June 30,
       
 
        2002   2001   2002   2001
       
 
 
 
INTEREST INCOME
                               
 
Interest and fees on loans
  $ 2,006     $ 2,040     $ 3,946     $ 4,074  
 
Interest on federal funds sold and deposits in banks
    71       214       168       427  
 
Interest on securities
    387       389       766       804  
 
   
     
     
     
 
   
Total interest income
    2,464       2,643       4,880       5,305  
 
   
     
     
     
 
INTEREST EXPENSE
                               
 
Interest on deposits
    476       929       977       1,914  
 
Interest on federal funds and other short-term borrowings
    1       4       3       9  
 
   
     
     
     
 
   
Total interest expense
    477       933       980       1,923  
 
   
     
     
     
 
   
Net interest income
    1,988       1,710       3,901       3,382  
PROVISION FOR LOAN LOSSES
    60       31       91       62  
 
   
     
     
     
 
   
Net interest income after provision for loan losses
    1,928       1,679       3,810       3,320  
 
   
     
     
     
 
NONINTEREST INCOME
                               
 
Service charges
    121       95       222       188  
 
Gain on sale of investment securities, net
    9               53       10  
 
Origination fees on mortgage loans brokered
    6       43       39       65  
 
Other operating income
    79       67       145       149  
 
   
     
     
     
 
   
Total noninterest income
    215       205       459       412  
 
   
     
     
     
 
NONINTEREST EXPENSE
                               
 
Salaries
    561       508       1,100       1,049  
 
Employee benefits
    157       138       317       282  
 
Occupancy
    136       135       255       281  
 
Equipment
    119       130       238       259  
 
Other operating expenses
    422       434       810       817  
 
   
     
     
     
 
   
Total noninterest expense
    1,395       1,345       2,720       2,688  
 
   
     
     
     
 
INCOME BEFORE INCOME TAX
    748       539       1,549       1,044  
PROVISION FOR INCOME TAX
    239       165       490       301  
 
   
     
     
     
 
NET INCOME
  $ 509     $ 374     $ 1,059     $ 743  
 
   
     
     
     
 
EARNINGS PER SHARE
                               
 
Basic
  $ 0.45     $ 0.33     $ 0.94     $ 0.66  
 
Diluted
  $ 0.45     $ 0.32     $ 0.93     $ 0.64  
 
Weighted average shares outstanding
    1,126,750       1,133,588       1,126,750       1,133,588  
 
Weighted average diluted shares outstanding
    1,137,405       1,152,423       1,137,469       1,152,423  

The accompanying notes are an integral part of these financial statements

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VALLEY COMMUNITY BANCSHARES, INC.
AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(unaudited)
(dollars in thousands, except for per share amounts)
                       
          Six Months Ended
          June 30,
         
          2002   2001
         
 
CASH FLOWS FROM OPERATING ACTIVITIES
               
 
Net income
  $ 1,059     $ 743  
 
Adjustments to reconcile net income to net cash from operating activities:
               
   
Provisions for loan losses
    91       62  
   
Depreciation
    184       233  
   
Deferred income tax
    (1 )     (9 )
   
Net amortization on securities
    87       22  
   
FHLB stock dividends
    (15 )     (15 )
   
Gain on sale of securities available-for-sale
    (53 )     (10 )
   
Loss on sale of premises and equipment
    7       2  
   
Amortization of intangible assets
    6          
 
Changes in operating assets and liabilities:
               
   
Increase in accrued interest receivable
    23       170  
   
Increase (decrease) in other assets
    (194 )     94  
   
Decrease in accrued interest payable
    (125 )     (103 )
   
Increase (decrease) in other liabilities
    (156 )     13  
     
Net cash from operating activities
    913       1,202  
 
Net decrease (increase) in interest-bearing deposits with banks
    4,668       (8,254 )
 
Purchase of securities available-for-sale
    (10,744 )     (8,241 )
 
Proceeds from sales of securities available-for-sale
    4,585       1,007  
 
Proceeds from maturities of securities available-for-sale
    3,903       9,298  
 
Net increase in loans
    (7,633 )     (1,632 )
 
Additions to premises and equipment
    68       (243 )
 
Purchase of intangible assets
    (144 )        
     
Net cash from investing activities
    (5,297 )     (8,065 )
CASH FLOWS FROM FINANCING ACTIVITIES
               
 
Net increase in deposits
    6,923       8,123  
 
Net increase (decrease) in short-term borrowed funds
    192       (41 )
 
Increase in other borrowed money
    96          
 
Cash dividends paid
    (676 )     (623 )
     
Net cash from financing activities
    6,535       7,459  
NET INCREASE IN CASH AND DUE FROM BANKS
    2,151       596  
CASH AND DUE FROM BANKS, beginning of year
    4,584       4,466  
CASH AND DUE FROM BANKS, at end of period
  $ 6,735     $ 5,062  
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
               
 
Cash payments for
               
   
Interest
  $ 1,105     $ 2,026  
   
Income taxes
    458       167  
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES
               
 
Unrealized gains (losses) on securities available-for-sale
  $ 270     $ 304  
 
Deferred tax on unrealized (gains) losses on securities available-for-sale
    (91 )     (103 )
 
Held-to-maturity securities transferred to securities available-for-sale
            279  

The accompanying notes are an integral part of these financial statements

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VALLEY COMMUNITY BANCSHARES, INC.
AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Basis of Presentation

Valley Community Bancshares, Inc. (the “Company”) has prepared the condensed consolidated financial statements of the Company for the three-month and six-month periods ended June 30, 2002 and June 30, 2001 without audit by the Company’s independent auditors. However, the financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America for interim financial information and with instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of the Company’s management, all adjustments consisting of normal recurring accruals necessary for a fair presentation of the financial condition and results of operations for the interim periods included herein have been made. The consolidated balance sheet of the Company as of December 31, 2001 has been derived from the audited consolidated balance sheet of the Company as of that date. The results of operations for the three-months and six months ended June 30, 2002, are not necessarily indicative of the results to be anticipated for the year ending December 31, 2002.

Certain information and note disclosures normally included in the Company’s annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. Therefore, these consolidated financial statements and notes thereto should be read in conjunction with a reading of the financial statements for the year ended December 31, 2001 and notes thereto included in the Company’s Form 10-K filed with the Securities and Exchange Commission. Certain amounts in the 2001 financial statements have been reclassified to conform to the 2002 presentation.

Note 2. Earnings per share

Basic earnings per share amounts are computed based on the weighted average number of shares outstanding during the period after giving retroactive effect to stock dividends and stock splits. Diluted earnings per share amounts are computed by determining the number of additional shares that are deemed outstanding due to stock options under the treasury stock method.

The following table sets forth the computation of basic and diluted earnings per share for the three-months and six months ended June 30, 2002 and 2001 (dollars in thousands, except per share amounts).

VALLEY COMMUNITY BANCSHARES, INC.
Earnings Per Share

                                   
      Three Months Ended   Six Months Ended
      June 30,   June 30,
     
 
      2002   2001   2002   2001
     
 
 
 
NUMERATOR:
                               
Net income
  $ 509     $ 374     $ 1,059     $ 743  
DENOMINATOR:
                               
Denominator for basic earnings per share:
                               
 
Weighted average shares
    1,126,750       1,133,588       1,126,750       1,133,588  
 
Effect of diluted securities — stock options
    10,655       18,835       10,719       18,835  
Denominator for diluted earnings per share:
                               
 
Weighted average shares and assumed conversion of diluted stock options
    1,137,405       1,152,423       1,137,469       1,152,423  
Basic earnings per share
  $ 0.45     $ 0.33     $ 0.94     $ 0.66  
Diluted earnings per share
  $ 0.45     $ 0.32     $ 0.93     $ 0.64  

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Note 3 — Investment Securities

Investment securities have been classified according to management’s intent. The carrying amount of securities and their estimated fair values are as follows (in thousands):

June 30, 2002
Securities Available-For-Sale

                                 
            Gross   Gross        
    Amortized   Unrealized   Unrealized   Fair
    Cost   Gains   Losses   Value
   
 
 
 
U.S. Treasury and U.S. Government corporations and agencies
  $ 9,724     $ 190     $ 1     $ 9,913  
State and political subdivisions
    6,787       237               7,024  
Mortgage-backed securities
    16,598       305               16,903  
 
   
     
     
     
 
 
  $ 33,109     $ 732     $ 1     $ 33,840  
 
   
     
     
     
 

December 31, 2001
Securities Available-For-Sale

                                 
            Gross   Gross        
    Amortized   Unrealized   Unrealized   Fair
    Cost   Gains   Losses   Value
   
 
 
 
U.S. Treasury and U.S. Government corporations and agencies
  $ 9,383     $ 219     $ 23     $ 9,579  
State and political subdivisions
    6,743       115       7       6,851  
Mortgage-backed securities
    14,763       167       10       14,920  
 
   
     
     
     
 
 
  $ 30,889     $ 501     $ 40     $ 31,350  
 
   
     
     
     
 

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Note 4 — Loans

     The major classifications of loans at June 30, 2002 and December 31, 2001 are summarized as follows (dollars in thousands):

VALLEY COMMUNITY BANCSHARES, INC.
Loan Portfolio
(dollars in thousands)

                                     
        June 30,   December 31,
        2002   2001
       
 
        Amount   Percent   Amount   Percent
       
 
 
 
Real Estate
                               
 
Construction
  $ 13,651       12.6 %   $ 11,550       11.5 %
 
Mortgage
    14,586       13.5 %     14,689       14.6 %
 
Commercial
    53,784       49.6 %     54,187       53.7 %
Commercial
    23,483       21.6 %     16,477       16.3 %
Consumer and other
    2,403       2.2 %     3,197       3.2 %
Lease financing
    569       0.5 %     745       0.7 %
 
   
     
     
     
 
   
Total loans
    108,476       100.0 %     100,845       100.0 %
 
           
             
 
Deferred loan fees
    (86 )             (90 )        
 
   
             
             
   
Net loans
  $ 108,390             $ 100,755          
 
   
             
         

Note 5 — Allowance for Loan Losses

Management analyzes the loan portfolio to determine the adequacy of the allowance for loan losses and the appropriate provision required to maintain an adequate allowance. In assessing the adequacy of the allowance, management reviews the size, quality and risks of loans in the portfolio and considers factors such as specific known risks, past experience, the status and amount of nonperforming assets and economic conditions. A specific percentage is allocated to each major classification and not specifically reserved while additional amounts are added for individual loans considered to have specific loss potential. Loans identified as losses are charged-off. Based on total allocations, the provision is recorded to maintain the allowance at a level deemed appropriate by management. While management uses available information to recognize losses on loans, there can be no assurance that future additions to the allowance will not be necessary.

The allowance for loan losses at June 30, 2002 totaled $1,249,000 representing a net increase of $93,000 or 8.0% compared to $1,156,000 at December 31, 2001. The increase is primarily due to the increase in loans since December 31, 2001 and is not related to any specifically identified problem loan. Management believes that the allowance for loan losses at June 30, 2002 adequately reflects the risks in the loan portfolio. Various regulatory agencies, as an integral part of their examination process, periodically review the Bank’s allowance for loan losses. Such agencies may require the Bank to recognize changes to the allowance based on their judgments of information available to them at the time of their examination.

The following table summarizes the activity in the allowance for loan losses (dollars in thousands):

VALLEY COMMUNITY BANCSHARES, INC.
Loan Loss Experience

                                     
        Three months June 30,   Six months June 30,
       
 
        2002   2001   2002   2001
       
 
 
 
Balance at beginning of period
  $ 1,188     $ 1,127     $ 1,156     $ 1,096  
 
Charge-offs
                               
 
Recoveries:
    1       3       2       3  
 
   
     
     
     
 
   
Net recoveries
    1       3       2       3  
 
Additions charged to operations
    60       31       91       62  
 
   
     
     
     
 
Balance at end of period
  $ 1,249     $ 1,161     $ 1,249     $ 1,161  
 
   
     
     
     
 

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Note 6 — Impact of New Accounting Issues

During the year 2002 the Company adopted the following accounting standards issued by the Financial Accounting Standard Board.

Statement of Financial Accounting Standard (SFAS) No. 142, Goodwill and Other Intangible Assets, addresses financial accounting and reporting for acquired goodwill and other intangible assets and supersedes APB Opinion No. 17, Intangible Assets. It addresses how intangible assets that are acquired individually or with a group of other assets (but not those acquired in a business combination) should be accounted for in financial statements upon their acquisition. This Statement also addresses how goodwill and other intangible assets should be accounted for after they have been initially recognized in the financial statements. The Company implemented this statement effective January 1, 2002. Implementation of this statement did not result in a material impact on its financial position or results of operation.

Statement of Financial Accounting Standard (SFAS) No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets addresses financial accounting and reporting for the impairment or disposal of long-lived assets. This Statement supersedes FASB Statement No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of, and the accounting and reporting provisions of APB Opinion No. 30, Reporting the Results of Operations—Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions, for the disposal of a segment of a business (as previously defined in that Opinion). This Statement also amends ARB No. 51, Consolidated Financial Statements, to eliminate the exception to consolidation for a subsidiary for which control is likely to be temporary. The Company implemented this statement effective January 1, 2002. Implementation of this statement did not result in a material impact on its financial position or results of operation.

Statement of Financial Standard (SFAS) No. 145, Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections. This Statement rescinds FASB Statement No. 4, Reporting Gains and Losses from Extinguishment of Debt, and an amendment of that Statement, FASB Statement No. 64, Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements. This Statement also rescinds FASB Statement No. 44, Accounting for Intangible Assets of Motor Carriers. This Statement amends FASB Statement No. 13, Accounting for Leases, to eliminate an inconsistency between the required accounting for sale-leaseback transactions and the required accounting for certain lease modifications that have economic effects that are similar to sale-leaseback transactions. This Statement also amends other existing authoritative pronouncements to make various technical corrections, clarify meanings, or describe their applicability under changed conditions. The Company implemented this statement effective April 1, 2002. Implementation of this statement did not result in a material impact on its financial position or results of operations.

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

Valley Community Bancshares, Inc.

Valley Community Bancshares, Inc. (the “Company”) is a bank holding company registered under the Bank Holding Company Act of 1956, as amended. The Company was organized and incorporated under the laws of the State of Washington as a holding company for its principal banking subsidiary, Puyallup Valley Bank, a state chartered, Federal Deposit Insurance Corporation (the “FDIC”) insured commercial bank, through a reorganization completed on July 1, 1998. The Company conducts its business primarily through Puyallup Valley Bank, but in January 1999 the Company opened Valley Bank, a state chartered FDIC insured commercial bank subsidiary located in Auburn, Washington. Puyallup Valley Bank and Valley Bank are referred to as the “Banks” in this Form 10-Q.

The Company’s main office is located in Puyallup, Washington, which also serves as the main office of Puyallup Valley Bank. Valley Bank is located in Auburn, Washington. The Banks provide a full range of commercial banking services to small and medium-sized businesses, professionals and other individuals through banking offices located in Puyallup and Auburn, Washington, and their environs.

The principal source of the Company’s revenue are (i) interest and fees on loans; (ii) deposit service charges; (iii) merchant credit card processing fees; (iv) interest bearing deposits with banks; (v) interest on investments (principally government securities) and (vi) origination fees on mortgage loans brokered. The Bank’s lending activity consists of short-to-medium-term commercial and consumer loans, including operating loans and lines of credit, equipment loans, automobile loans, recreational vehicle and truck loans, personal loans or lines of credit, home improvement loans and rehabilitation loans. The Banks also offer cash management services, merchant credit card processing, safe deposit boxes, wire transfers, direct deposit of payroll and social security checks, automated teller machine access, and automatic drafts for various accounts.

Puyallup Valley Bank

Puyallup Valley Bank is a Washington state-chartered commercial bank, which commenced operations in October 1973. The Bank provides full-service banking to businesses and residents within the Puyallup community and its surrounding area. Puyallup Valley Bank places particular emphasis on serving the small to medium-sized business segment of the market by making available a line of banking products tailored to their needs, with those services delivered by experienced professionals concerned with building long-term relationships. Puyallup Valley Bank conducts business out of six full-service offices and one drive-up facility.

On May 16, 2002, Puyallup Valley Bank purchased various tangible and intangible assets of Puget Sound Mortgage Brokers, Inc., a Washington Corporation located in Puyallup Washington. The purchase price was not material to Puyallup Valley Bank or to the consolidated financial condition and results of operations of the Company. The purchase was made to further enhance the Bank’s mortgage banking operations. The mortgage operation will be operated as a division of the Bank using the name Puget Sound Mortgage Brokers and will operate in a leased facility.

Valley Bank

Valley Bank is a Washington state-chartered commercial bank, which commenced operations in January 1999. The Bank provides full-service banking to businesses and residents within the Auburn community and its surrounding area. Valley Bank offers commercial banking services to small and medium size businesses, professionals and retail customers in the Bank’s market area. Valley Bank conducts business out of one full-service office.

Both Puyallup Valley Bank and Valley Bank are wholly owned subsidiaries of the Company.

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Results of Operations

The Company earned net income of $509,000 or $0.45 per diluted share for the three months ended June 30, 2002, compared to net income of $374,000 or $0.32 per diluted share, for the three months ended June 30, 2001, an increase of 36 percent. The Company’s return on average assets was 1.26 percent for the three months ended June 30, 2002, compared to .97 percent for the three months ended June 30, 2001.

The Company earned net income of $1,059,000 or $0.94 per diluted share for the six months ended June 30, 2002, compared to net income of $743,000 or $0.64 per diluted share, for the six months ended June 30, 2001, an increase of 43 percent. The Company’s return on average assets was 1.34 percent for the six months ended June 30,2002, compared to .99 percent for the six months ended June 30, 2001.

The increase in net income for the both the three-month and six month periods ended June 30, 2002 was primarily the result of an increase in net interest income and an increase in non-interest income (primarily gain on sale of investment securities). A significant decrease in the Company’s cost of funds favorably impact net interest income during both the three-month and six-month periods. Valley Bank’s improved operations favorably impacted both net interest income and non-interest income.

The Company’s net income is derived principally from the operating results of its banking subsidiaries, namely Puyallup Valley Bank and Valley Bank. Puyallup Valley Bank is a well-established commercial bank and generates the majority of the Company’s operating income.

Puyallup Valley Bank earned net income of $481,000 and $1,000,000 for the three and six months ended June 30, 2002 compared to $379,000 and $762,000 for the three and six months ended June 30, 2001. Puyallup Valley Bank’s increase in earnings resulted from an increase in net interest income and from gains on the sale of investment securities, partially offset by an increase in the provision for income tax.

Valley Bank earned net income of $35,000 and $60,000 for the three and six months ended June 30, 2002 compared to net income of $9,000 and a net loss of $2,000 for the three and six months ended June 30, 2001. Valley Bank began contributing positive earnings to the Company during the second quarter of 2001, which continued through the second quarter of 2002.

The following table shows the various performance ratios for the Company for the three and six months ended June 30, 2002 and 2001, respectively:

VALLEY COMMUNITY BANCSHARES, INC.
Selected Financial Data1
(dollars in thousands, except per share amounts)

                                   
      Three Months Ended June 30,   Six Months Ended June 30,
     
 
      2002   2001   2002   2001
     
 
 
 
Financial Performance
                               
 
Net Income
  $ 509     $ 374     $ 1,059     $ 743  
 
Average Assets
    161,747       154,191       159,315       151,289  
 
Average Stockholders’ Equity
    21,439       20,308       21,273       20,144  
 
Return on Assets (net income divided by average assets)
    1.26 %     0.97 %     1.34 %     0.99 %
 
Return on Equity (net income divided by average equity)
    9.52 %     7.39 %     10.04 %     7.44 %
 
Net Interest Margin (net interest income (tax adjusted)
Divided by earning assets)
    5.43 %     4.93 %     5.44 %     4.99 %
 
Efficiency Ratio (noninterest expense divided by noninterest income plus net interest income)
    63.32 %     70.23 %     62.39 %     70.85 %
 
Ratio of noninterest income to average assets
    3.46 %     3.50 %     3.44 %     3.58 %

As discussed elsewhere in this report, the Company has taken steps to develop a mortgage banking operation. In addition, Valley Bank made application with the necessary regulatory authorities to establish a banking facility in Kent Washington. As a result, the Company anticipates a significant increase in noninterest expense during the balance of 2002. The increased expense may have a negative impact on future profitability until related revenues materialize.


1    The computation of the ratios is based on the recorded assets and liabilities after the effect of changes in market values of securities available for sale.

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Net Interest Income

The component contributing most significantly to the Company’s net income is net interest income, which is the difference between interest earned on earning assets (primarily loans and investments) and interest paid on interest bearing liabilities (deposits and borrowings). The volume of and yields earned on earning assets and the volume of and the rates paid on interest bearing liabilities determine net interest income. Interest earned and interest paid is also affected by general economic conditions, particularly changes in market interest rates, and by government policies and the action of regulatory authorities. Net interest income, with tax-exempt income adjusted to a tax-equivalent basis, divided by average earning assets is referred to as net interest margin. For the three months ended June 30, 2002 the Company’s net interest margin was 5.43 percent compared to 4.93 percent for the three months ended June 30, 2001. For the six months ended June 30, 2002 the Company’s net interest margin was 5.44 percent compared to 4.99 percent for the six months ended June 30, 2001.

Interest income was $2,464,000 for the three months ended June 30, 2002 compared to $2,643,000 for the three months ended June 30, 2001. Interest income was $4,880,000 for the six months ended June 30, 2002 compared to $5,305,000 for the three months ended June 30, 2001. The three-month and six month decrease was primarily the result of a significant decrease in the yield earned on earning assets. The yield on interest-earning assets decreased to 6.70 percent for the three months ended June 30, 2002 compared to 7.56 percent during the same period a year ago. The yield on interest-earning assets decreased to 6.78 percent for the six months ended June 30, 2002 compared to 7.77 percent during the same period a year ago. The decrease in interest income was primarily the result of a lower yield realized on interest bearing deposits with banks and loans. The yield decrease reflects an overall decline in market interest rates resulting from a soft economic environment.

Interest expense was $476,000 for the three months ended June 30, 2002 compared to $933,000 for the three months ended June 30, 2001. Interest expense was $979,000 for the six months ended June 30, 2002 compared to $1,923,000 for the six months ended June 30, 2001. The cost of funds decreased to 1.71 percent for the three months ended June 30, 2002 compared to 3.48 percent during the same period a year ago. The cost of funds decreased to 1.79 percent for the six months ended June 30, 2002 compared to 3.68 percent during the same period a year ago. The decrease for both the three-month and six month periods was due to a decrease in the Company’s cost of funds resulting from an overall decline in market interest rates.

During the three and six months ended June 30, 2002, market interest rates continue to be at historical lows as a result of a slow national and regional economy and because of an aggressively accommodating Federal Reserve monetary policy. During the three and six month periods ended June 30, 2002, net interest margin increased as a result of cost of funds decreasing faster than interest earned on interest earning assets. The cost of funds decrease resulted from certificates of deposit having shorter maturities than interest earning assets. In addition, the Company lowered the interest rate on deposits with administrated rates such as NOW, savings, and money market accounts. In periods of increasing interest rates, the Company’s net interest income and margin may decrease because the Company has a significant amount of interest bearing liabilities subject to repricing when compared to interest earning assets. This maybe somewhat offset because the rate paid on deposits with administered interest rates generally do not increase as rapidly as an account whose rates change with market interest rates.

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The following table sets forth information concerning the Company’s average balance and average interest rates earned or paid, interest rate spread and net interest margin:

VALLEY COMMUNITY BANCSHARES, INC.
AVERAGE BALANCES AND INTEREST RATES EARNED/PAID
(dollars in thousands)
                                                     
        For the Three Months Ended June 30,
       
        2002   2001
       
 
        Average   Revenue/   Yield/   Average   Revenue/   Yield/
        Balance   Expense   Rate   Balance   Expense   Rate
       
 
 
 
 
 
ASSETS
                                               
Interest-earning assets
                                               
 
Loans (including fees) 1
  $ 105,275     $ 2,007       7.65 %   $ 96,542     $ 2,040       8.48 %
 
Investment securities 2 3
    33,818       425       5.04 %     27,655       414       6.01 %
 
Interest bearing deposits with banks
    10,229       64       2.51 %     17,301       214       4.96 %
 
Federal Home Loan Bank Stock
    486       7       5.78 %     454       8       7.07 %
 
   
     
     
     
     
     
 
   
Total Interest-earning assets
    149,808       2,503       6.70 %     141,953       2,676       7.56 %
 
Total noninterest-earning assets
    11,939                       12,239                  
 
   
                     
                 
 
TOTAL ASSETS
  $ 161,747                     $ 154,191                  
 
   
                     
                 
Interest-bearing liabilities
                                               
 
Deposits
  $ 111,505       475       1.71 %   $ 107,320       929       3.47 %
 
Other borrowed funds
    311       1       1.29 %     368       4       4.36 %
 
   
     
     
     
     
     
 
   
Total Interest-bearing liabilities
    111,816       476       1.71 %     107,688       933       3.48 %
 
Noninterest-bearing liabilities
    28,492                       26,195                  
 
Stockholders’ equity
    21,439                       20,308                  
 
   
                     
                 
 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
  $ 161,747                     $ 154,191                  
 
   
                     
                 
Net interest spread
          $ 2,027       4.99 %           $ 1,743       4.09 %
 
           
                     
         
Margin Analysis Interest income/ earning assets
          $ 2,503       6.70 %           $ 2,676       7.56 %
 
Interest expense/earning assets
            476       1.27 %             933       2.64 %
 
           
     
             
     
 
 
Net interest margin
          $ 2,027       5.43 %           $ 1,743       4.93 %
 
           
                     
         


1    Average loan balance includes nonaccrual loans, if any. Interest income on nonaccrual loans has been included.
2    Tax-exempt income has been adjusted to a tax-equivalent basis using an incremental rate of 34%.
3    The yield on investment securities is calculated using historical cost basis.

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The following table sets forth information concerning the Company’s average balance and average interest rates earned or paid, interest rate spread and net interest margin:

VALLEY COMMUNITY BANCSHARES, INC.
AVERAGE BALANCES AND INTEREST RATES EARNED/PAID
(dollars in thousands)
                                                     
        For the Six Months Ended June 30,
       
        2002   2001
       
 
        Average   Revenue/   Yield/   Average   Revenue/   Yield/
        Balance   Expense   Rate   Balance   Expense   Rate
       
 
 
 
 
 
ASSETS
                                               
Interest-earning assets
                                               
 
Loans (including fees) 1
  $ 103,283     $ 3,947       7.71 %   $ 95,170     $ 4,074       8.63 %
 
Investment securities 2 3
    32,440       843       5.24 %     28,001       852       6.14 %
 
Interest bearing deposits with banks
    11,251       154       2.76 %     15,647       427       5.50 %
 
Federal Home Loan Bank Stock
    482       14       5.86 %     451       15       6.71 %
 
   
     
     
     
     
     
 
   
Total Interest-earning assets
    147,456       4,958       6.78 %     139,269       5,368       7.77 %
 
Total noninterest-earning assets
    11,859                       12,020                  
 
   
                     
                 
 
TOTAL ASSETS
  $ 159,315                     $ 151,289                  
 
   
                     
                 
Interest-bearing liabilities
                                               
 
Deposits
  $ 109,864       976       1.79 %   $ 104,862       1,914       3.68 %
 
Other borrowed funds
    375       3       1.61 %     378       9       4.80 %
 
   
     
     
     
     
     
 
   
Total Interest-bearing liabilities
    110,239       979       1.79 %     105,240       1,923       3.68 %
 
Noninterest-bearing liabilities
    27,803                       25,905                  
 
Stockholders’ equity
    21,273                       20,144                  
 
   
                     
                 
 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
  $ 159,315                     $ 151,289                  
 
   
                     
                 
Net interest spread
          $ 3,979       4.99 %           $ 3,445       4.09 %
 
           
                     
         
Margin Analysis
                                               
 
Interest income/ earning assets
          $ 4,958       6.78 %           $ 5,368       7.77 %
 
Interest expense/earning assets
            979       1.34 %             1,923       2.78 %
 
           
     
             
     
 
 
Net interest margin
          $ 3,979       5.44 %           $ 3,445       4.99 %
 
           
                     
         


1    Average loan balance includes nonaccrual loans, if any. Interest income on nonaccrual loans has been included.
2    Tax-exempt income has been adjusted to a tax-equivalent basis using an incremental rate of 34%.
3    The yield on investment securities is calculated using historical cost basis.

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The following table sets forth information concerning the Company’s change in net interest income for the periods that are attributable to changes in interest rate and changes in volume for the three month period ended June 30,2002 compared to the three months ended June 30, 2001 and for the six month period ended June 30, 2002 compared to the six months ended June 30, 2001:

VALLEY COMMUNITY BANCSHARES, INC.
Volume/Rate Analysis 1 — For the Three Months ended June 30
,
(dollars in thousands)

                             
        2002 Compared to 2001
       
        Volume   Rate   Net
       
 
 
Interest income
                       
 
Loans (including fees) 2
  $ 176     $ (209 )   $ (33 )
 
Investment securities 3
    84       (74 )     10  
 
Interest bearing deposits with banks
    (68 )     (82 )     (150 )
 
Federal Home Loan Bank Stock dividend
    1       (1 )        
 
   
     
     
 
   
Total Interest-earning assets
    193       (367 )     (174 )
Interest-bearing liabilities
                       
 
Total deposits
    35       (489 )     (454 )
 
Other borrowed funds
    (1 )     (2 )     (3 )
 
   
     
     
 
   
Total Interest-bearing liabilities
    34       (491 )     (457 )
 
   
     
     
 
   
Net interest income
  $ 159     $ 124     $ 283  
 
   
     
     
 

VALLEY COMMUNITY BANCSHARES, INC.
Volume/Rate Analysis 1 — For the Six Months ended June 30
,
(dollars in thousands)

                             
        2002 Compared to 2001
       
        Volume   Rate   Net
       
 
 
Interest income
                       
 
Loans (including fees) 2
  $ 331     $ (458 )   $ (127 )
 
Investment securities 3
    125       (134 )     (9 )
 
Interest bearing deposits with banks
    (98 )     (175 )     (273 )
 
Federal Home Loan Bank Stock dividend
    1       (2 )     (1 )
 
   
     
     
 
   
Total Interest-earning assets
    359       (769 )     (410 )
Interest-bearing liabilities
                       
 
Total deposits
    87       (1,025 )     (938 )
 
Other borrowed funds
            (6 )     (6 )
 
   
     
     
 
   
Total Interest-bearing liabilities
    87       (1,030 )     (943 )
 
   
     
     
 
   
Net interest income
  $ 272     $ 262     $ 534  
 
   
     
     
 


1    The change in interest due to both volume and yield/rate has been allocated to change due to volume and change due to yield/rate in proportion to the absolute value of the change in each.
2    Balances of nonaccrual loans, if any, and related income recognized have been included for computational purposes.
3    Tax-exempt income has been converted to a tax-equivalent basis using an incremental rate of 34%.

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Provision for loan losses

Provisions for loan losses reduce net interest income. The Company provided $60,000 for loan losses for the three months ended June 30, 2002 compared to $31,000 during the same three-month period last year. The Company provided $91,000 for loan losses for the six months ended June 30, 2002 compared to $62,000 during the same six-month period last year. The provision was made as a result of increasing loans.

Management believes the amount of the allowance for loan losses to be adequate to absorb losses in the current portfolio. This statement is based upon management’s continuing evaluation of inherent risks in the current loan portfolio, current levels of classified assets, and economic factors. The Company will continue to monitor the allowance and make future adjustments to the allowance as conditions dictate. For further discussion regarding the allowance for loan losses, see the discussion on allowance for loan losses under Risk Elements.

Noninterest income and expense

Net income is also affected by noninterest income (primarily service charges, and other operating income) and noninterest expenses (primarily salaries and employee benefits, occupancy, equipment, and other operating expenses).

Noninterest income was $215,000 for the three months ended June 30, 2002, a 4.88 percent increase from $205,000 for the three months ended June 30, 2001. Noninterest income was $459,000 for the six months ended June 30, 2002, a 11.41 percent increase from $412,000 for the six months ended June 30, 2001. The increase in noninterest income for the three and six month periods ended June 30, 2002 was the result of higher service charges on deposit accounts and gains on the sale of investment securities, partially offset by lower origination fees on mortgage loans brokered.

Noninterest expense was $1,395,000 for the three months ended June 30, 2002, a 3.72 percent increase from $1,345,000 for the three months ended June 30, 2001. Noninterest expense was $2,720,000 for the six months ended June 30, 2002, a 1.19 percent increase from $2,688,000 for the six months ended June 30, 2001. Noninterest expense remained relatively stable during the period. However, occupancy and equipment expense decreased which resulted from lower depreciation expense, partially offset by increased employee benefit expense. The percentage of noninterest expense to average assets was 3.44 percent for the six months ended June 30, 2002, compared to 3.58 percent during the same period last year.

The Company’s efficiency ratio, which is the ratio of noninterest expense to net interest income plus noninterest income, was 63.3 percent for the three months ended June 30, 2002 compared to 70.2 percent for the three months ended June 30, 2001. The Company’s efficiency ratio was 62.4 percent for the six months ended June 30, 2002 compared to 70.9 percent for the six months ended June 30, 2001. The decrease in the ratio was primarily due to a significant improvement in net interest income, an increase in noninterest income, partially offset by an increase in noninterest expense.

Provision for income tax

The Company’s provision for income tax is a significant reduction of operating income. The provision for the three months June 30, 2002, was $239,000 compared to $165,000 for the three month ended June 30, 2001. The provision for the six months June 30, 2002, was $490,000 compared to $301,000 for the six months ended June 30, 2001. The provision represents an effective tax rate of approximately 32 percent during 2002 and 29 percent during 2001. The Company’s marginal tax rate is currently 34 percent. The difference between the Company’s effective and marginal tax rate is primarily related to investments made in tax-exempt securities. Last years’ effective rate was lower than the current year rate primarily as a result of a higher than anticipated year 2000 tax refund.

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Financial Condition

The Company’s total consolidated assets were $164.7 million as of June 30, 2002, compared to $157.2 million as of December 31, 2001. The 4.8 percent increase in assets was primarily in investment securities and loans, funded by increasing deposits and a decrease in interest bearing deposits with banks. Stockholders’ equity increased as a result of earnings during the six-month period ended June 30, 2002 and an increase in other comprehensive income, partially offset by dividends paid.

Investment Portfolio

The major classifications of investments at June 30, 2002 and December 31, 2001, are summarized in Note 3 — Investment Securities in the Notes to Condensed Consolidated Financial Statements.

At June 30, 2002, the Company had $33.8 million of securities available-for-sale, compared to $31.4 million as of December 31, 2001. Although investment securities increased by $2.5 million during 2002, the Company purchased approximately $10.7 million in securities this year. They were funded primarily with $8.5 million of securities either maturing or sold during 2002 along with a decrease in interest bearing deposits with banks. The result was a change in the mix of the investment portfolio favoring mortgage-backed securities and securities issued by state and political subdivisions rather than the U.S. Government, corporations, and agencies.

At June 30, 2002, all of the Company’s securities were classified as available-for-sale. Management believes that that holding securities as available-for-sale provides greater flexibility to respond to interest rate changes and liquidity needs to fund loan growth.

Loan Portfolio

The major classifications of loans at June 30, 2002 and December 31, 2001, are summarized in Note 4 — Loans in the Notes to Condensed Consolidated Financial Statements.

In addition to the major classifications of loans summarized in Note 4, the Company has additional loan concentrations exceeding 10 percent of total loans at June 30, 2002. They include loans to medical doctors and dentists in the amount of approximately $18.4 million.

Loans were $108.4 million as of June 30, 2002, compared to $100.8 million as of December 31, 2001. The increase was primarily in real estate construction and commercial loans partially offset by a decreases in real estate mortgage loans and commercial real estate loans. The percentage of loans to total assets was 65.8 percent and 64.1 percent at June 30, 2002 and December 31, 2001, respectively. It is management’s intent to grow the loan portfolio and to increase the percent of loans to assets, which potentially could improve the Company’s net interest margin.

Risk Elements

The following table sets forth information concerning the Company’s non-performing assets as of the dates indicated (dollars in thousands):

VALLEY COMMUNITY BANCSHARES, INC.
Non-performing Assets

                     
        June 30,   December 31,
        2002   2001
       
 
Non-performing assets:
               
 
Nonaccrual loans
  $ 28     $ 129  
 
Loans 90 days or more past due Restructured loans
            909  
 
   
     
 
 
    28       1,038  
 
Other real estate owned
               
 
   
     
 
   
Total non-performing assets
  $ 28     $ 1,038  
 
   
     
 

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As of June 30, 2002, the Company had $28,000 in nonperforming assets, which include nonaccrual loans, loans 90 days or more past due and still accruing interest, and restructured loans. The Company had $1,038,000 in nonperforming assets as of December 31, 2001. The $909,000 restructured loan, at December 31, 2001, was repaid during the first three months of 2002.

The accrual of interest on nonaccrual and other impaired loans is discontinued at 90 days or when, in the opinion of management, the borrower may be unable to meet payments as they become due. When interest accrual is discontinued, all unpaid accrued interest is reversed. Interest income is subsequently recognized only to the extent cash payments are received. Interest income on restructured loans is recognized pursuant to the terms of the new loan agreement. Interest income on other impaired loans is monitored and based upon the terms of the underlying loan agreement. However, the recorded net investment in impaired loans, including accrued interest, is limited to the present value of the expected cash flows of the impaired loan or the observable fair market value of the loan’s collateral.

During the three-month and six-month period ended June 30, 2002 there was one commercial loan on nonaccrual status The gross income that would have been recorded for the three and six month period ended June 30, 2002 if the nonaccrual loan had been current and in accordance with its original term approximates $1,000 and $3,000, respectively. Interest recognized on the loan for the year was insignificant. The Company does not anticipate any loss with respect to this credit.

During the three-month and six-month period ended June 30, 2001 there was one commercial loan on nonaccrual status The gross income that would have been recorded for the three and six month period ended June 30, 2001 if the nonaccrual loan had been current and in accordance with its original term approximates $5,000 and $10,000, respectively. Interest recognized on the loan for the year was insignificant.

Potential Problem Loans

At June 30, 2002 and December 31, 2001, the Company had two potential problem commercial real estate loans totaling approximately $2,383,000. The Company believes that the loans are secured by sufficient collateral to repay the loans, although there can be no assurances given with respect to potential losses in these credits. These loans are in addition to those categorized as non-performing listed above. Although these loans are currently classified as performing, management has information regarding credit weakness inherent in the loans, which may result in the borrowers’ inability to comply with present loan repayment terms.

Summary of Loan Loss Experience

Changes in the Allowance for Loan Losses

The activity in the allowance for loan losses is summarized in Note 5 - Allowance for Loan Losses in the Notes to Condensed Consolidated Financial Statements.

The allowance for loan losses is increased by charges to income and decreased by charge-offs (net of recoveries), and established through a provision for loan losses charged to expense. Loans are charged against the allowance for credit losses when management believes that the collectibility of the principal is unlikely. The allowance is an amount that management believes will be adequate to absorb losses inherent in existing loans, commitments to extend credit and standby letters of credit based on evaluations of collectibility and prior loss experience of loans, commitments to extend credit and standby letters of credit. The evaluations take into consideration such factors as changes in the nature and volume of the portfolio, overall portfolio quality, loan concentrations, specific problem loans, commitments, standby letters of credit and current economic conditions that may affect the borrowers’ ability to pay.

The majority of the Company’s loan portfolio consists of commercial loans and single-family residential loans secured by real estate in the Puyallup and Pierce County areas and also in the Auburn and King County areas. Real estate prices in this market are stable at this time but may weaken as a result of a slowing local and national economy. Therefore, the ultimate collectibility of a substantial portion of the Company’s loan portfolio may be susceptible to change as local market conditions change in the future.

While management uses available information to recognize losses on loans, further reductions in the carrying amounts of loans may be necessary based on changes in local economic conditions. In addition, regulatory agencies, as an integral part of their examination process, periodically review the estimated losses on loans. Such agencies may require

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the Company to recognize additional losses based on their judgment about information available to them at the time of their examination.

The following table sets forth other information regarding the allowance for loan losses for the dates indicated (dollars in thousands):

VALLEY COMMUNITY BANCSHARES, INC.
Loan Loss Experience

                                 
    Analysis of the Allowance   Analysis of the Allowance
    for Loan Losses   for Loan Losses
    Three months ended   Six months ended
   
 
    June 30,   June 30,   June 30,   June 30,
    2002   2001   2002   2001
   
 
 
 
Balance at end of period
  $ 1,249     $ 1,161       1,249       1,161  
Average Loans Outstanding
  $ 105,275     $ 96,542       103,283       95,170  
Ratio of net charge-offs during the period to average loans outstanding
    0.00 %     0.00 %     0.00 %     0.00 %
Ratio of allowance for loan losses to average loans outstanding
    1.19 %     1.20 %     1.21 %     1.22 %

There were no loans charge-off during the three and six months ended June 30, 2002 and 2001. The ratio of the allowance for loan losses to average loans outstanding of 1.19 % remained relatively stable from December 31, 2001 to June 30, 2002. However, the ratio has decreased from June 30, 2001 and is anticipated to continue decreasing during the balance of the year 2002, as a result of anticipated loan growth. The increase in the allowance for loan losses resulted from growth in the loan portfolio.

Analysis of the Allowance for Loan Losses

The allowance for loan losses is maintained at a level considered adequate by management to provide for loan losses inherent in the loan portfolio based on management’s assessment of various factors affecting the loan portfolio, including, local economic conditions, growth of the loan portfolio and its composition. Non-performing loans and net charge-offs during the periods presented have been minimal demonstrating strong credit quality. Increases in the allowance for loan losses made though provisions were primarily a result of loan growth.

Management determines the amount of the allowance for loan losses by utilizing a loan grading system to determine risk in the loan portfolio and by considering the results of credit reviews. The loan portfolio is separated by quality and then by loan type. Loans of acceptable quality are evaluated as a group, by loan type, with a specific loss rate assigned to the total loans in each type, but unallocated to any individual loan. Conversely, each adversely classified loan is individually analyzed, to determine an estimated loss amount. A valuation allowance is also assigned to these adversely classified loans, but at a higher loss rate due to the greater risk of loss. For those loans where the estimated loss is greater than the background percentage, the estimated loss amount is considered specifically allocated to the allowance. Although management has allocated a portion of the allowance to the loan categories using the method described above, the adequacy of the allowance must be considered as a whole. To mitigate the imprecision in most estimates of expected loan losses, the allocated component of the allowance is supplemented by an unallocated component. The unallocated portion includes management’s judgmental determination of the amounts necessary for qualitative factors such as the consideration of new products and policies, economic conditions, concentrations of credit risk, and the experience and abilities of lending personnel. Loan concentrations, quality, terms and basic underlying assumptions remained substantially unchanged during the period.

The Company uses the historical loss experience method in conjunction with the specific identification method for calculation of the amount of allowance for loan losses. A six-year average historical loan loss rate is calculated. This experience loss rate is applied to graded loans that are not adversely classified for a subtotal of needed allowance. Loans adversely classified are analyzed for potential loss on an individual basis. This subtotal is added to the experience subtotal and the total is compared to the allowance for loan losses.

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The Company also evaluates current conditions and may adjust the historical loss estimate by qualitative factors that effect loan repayment. These factors may include levels of, and trends in, delinquencies and non-accruals; trends in volume and terms of loans; effects of any changes in lending policies; experience, ability and depth of management and lending staff; national and local economic trends; concentrations of credit; and any legal and regulatory requirements.

Deposits

The Company’s primary source of funds is customer deposits. The Company attempts to maintain a high percentage of noninterest-bearing deposits, which are a low cost funding source. In addition, the Company offers a variety of interest-bearing accounts designed to attract both short-term and longer-term deposits from customers. Interest-bearing accounts earn interest at rates established by management based on competitive market factors and the Company’s need for funds. The Company traditionally has not purchased brokered deposits and does not intend to do so in the future.

Deposits increased to $141.6 million as of June 30, 2002, compared to $134.7 million as of December 31, 2001. The increase occurred in demand deposits and savings deposits. An increase in time certificates of deposit was also a factor.

The following table sets forth the balances for each major category of deposit by amount and percent during the periods indicated:

VALLEY COMMUNITY BANCSHARES, INC.
Deposits
(dollars in thousands)

                                 
    Period ended,
   
    June 30, 2002   December 31, 2001
   
 
    Amount   Percent   Amount   Percent
   
 
 
 
Noninterest bearing demand deposits
  $ 28,007       19.8 %   $ 24,770       18.4 %
Interest bearing demand deposits
    19,185       13.6 %     18,997       14.1 %
Money market deposits
    36,936       26.0 %     36,424       27.0 %
Savings deposits
    13,709       9.7 %     11,987       8.9 %
Time certificates < $100,000
    25,013       17.7 %     24,097       17.9 %
Time certificates > $100,000
    18,773       13.2 %     18,425       13.7 %
 
   
     
     
     
 
 
  $ 141,623       100.0 %   $ 134,700       100.0 %
 
   
     
     
     
 

Liquidity and Capital Resources

Management actively analyzes and manages the Company’s liquidity position. The objective of liquidity management is to ensure the availability of sufficient cash flows to meet all financial commitments and to capitalize on opportunities for profitable business expansion. Management believes that the Company’s cash flow will be sufficient to support its existing operations for the foreseeable future.

Cash flows from operations contribute significantly to liquidity as well as proceeds from maturities of securities and increasing customer deposits. As indicated on the Company’s Condensed Consolidated Statement of Cash Flows, net cash from operating activities for the six months ended June 30, 2002 contributed $.9 million to liquidity compared to $1.2 million for the six months ended June 30, 2001. The majority of the Company’s funding comes from customer deposits within its operating region. Customer deposits provided $6.9 million for the six months ended June 30, 2002 compared to $8.1 million for the six months ended June 30, 2001. For the six months ended June 30, 2002, non-interest bearing deposits, savings deposits, and certificates of deposit provided the majority of the deposit growth. Another important source of liquidity is investments in federal funds and interest-bearing deposits with banks and the Company’s securities portfolio. The Company maintains a ladder of securities that provides prepayments and payments at maturity and a portfolio of available-for-sale securities that could be converted to cash quickly. Proceeds from maturity and sale of securities provided $8.5 million for the six months June 30, 2002 compared to $10.3 million for the six months ended June 30, 2001.

At June 30, 2002, the Company held cash and due from banks and interest bearing deposits with banks of approximately $16.2 million. In addition, at such date $33.8 million of the Company’s investments were classified as available for sale.

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The Banks have capacity to borrow funds, up to ten percent of assets, from the Federal Home Loan Bank of Seattle (“FHLB”) through pre-approved credit lines as a secondary source of liquidity. However, these credit lines have pledge requirements whereby the Banks must maintain unencumbered collateral with a value at least equal to the outstanding balance.. In addition to the FHLB credit line, the Banks have committed line of credit agreements totaling approximately $7.5 million from unaffiliated banks. At June 30, 2002, the Banks had no advances outstanding to the FHLB or from unaffiliated banks.

The Bank’s have commitments to extend credit, which may have a impact on the Company’s liquidity position. Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the commitment. Commitments generally have fixed expiration dates. Since some commitments are expected to expire without being drawn upon, the total commitment amounts do not represent future cash requirements. The Company experience suggests customers draw on approximately 75 percent of loan commitments. Commitments to extend credit at June 30, 2002 and December 31, 2001 were $16.6 and $13.5 million, respectively.

Other commitments include agreements between Puyallup Valley Bank and several contractors for the remodel of its main office facility in Puyallup. It is anticipated the remodel project will be completed over a five-month period and at a cost of approximately $528,000.

The Company’s total stockholders’ equity increased to $21.7 million at June 30, 2002 from $21.2 million at December 31, 2001. The increase was the result of higher unrealized gains recorded on securities available for sale, net of income tax and by net income earned during the six months ended June 30, 2002, partially offset by a $.60 dividend per share paid to stockholders of record on December 31, 2001. At June 30, 2002, stockholders’ equity was 13.2 percent of total assets, compared to 13.5 percent at December 31, 2001.

The market value of available for sale securities was greater than book value at both June 30, 2002 and December 31, 2001, primarily as a result of low market interest rates, which resulted in unrealized gains in the investment portfolio. In the event market interest rates increase, the market value of the Company’s investment portfolio may decrease. Because changes in the market value of available-for-sale securities are a component of other comprehensive income, within stockholders’ equity, a decrease in market value of securities would negatively impact stockholders’ equity. At June 30, 2002, the Company performed a simulation analysis of changes in the market value of the investment portfolio given a 300 basis point increase in interest rates. The analysis indicated a decrease in market value of approximately $635,000 net of federal income tax. Although stockholder’s equity would be reduced by approximately 5 percent, the Company would still be well in excess on capital adequacy requirements in the event the Company would be required to liquidate these securities for unforeseen liquidity needs.

Capital Adequacy Requirements

The Federal Reserve and the FDIC have adopted risk-based capital guidelines for banks and bank holding companies that are designed to make regulatory capital requirements more sensitive to differences in risk profiles among banks and bank holding companies and account for off-balance sheet items. The guidelines are minimums, and the federal regulators have noted that banks and bank holding companies contemplating significant expansion programs should not allow expansion to diminish their capital ratios and should maintain ratios in excess of the minimums. Failure to achieve and maintain adequate capital levels may give rise to supervisory action through the issuance of a capital directive to ensure the maintenance of required capital levels.

The current guidelines require all federally-regulated banks to maintain a minimum risk-based total capital ratio equal to 8%, of which at least 4% must be Tier 1 capital. Tier 1 capital includes common shareholders’ equity, qualifying perpetual preferred stock, and minority interests in equity accounts of consolidated subsidiaries, but excludes goodwill and most other intangibles and the allowance for loan and lease losses. Tier 2 capital includes the excess of any preferred stock not included in Tier 1 capital, mandatory convertible securities, hybrid capital instruments, subordinated debt and intermediate term-preferred stock, 20% of unrealized gain of equity securities, and general reserves for loan and lease losses up to 1.25% of risk-weighted assets. Neither of the Banks has received any notice indicating that it will be subject to higher capital requirements.

Under these guidelines, banks’ assets are given risk-weights of 0%, 20%, 50% or 100%. Most loans are assigned to the 100% risk category, except for first mortgage loans fully secured by residential property and, under certain circumstances, residential construction loans (both carry a 50% rating). Most investment securities are assigned to the 20% category, except for municipal or state revenue bonds (which have a 50% rating) and direct obligations of or

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obligations guaranteed by the United States Treasury or United States Government Agencies (which have a 0% rating). The Agencies have also implemented a leverage ratio, which is equal to Tier 1 capital as a percentage of average total assets less intangibles, to be used as a supplement to the risk-based guidelines. The principal objective of the leverage ratio is to limit the maximum degree to which a bank may leverage its equity capital base. The minimum required leverage ratio for top-rated institutions is 3%, but most institutions are required to maintain an additional cushion of at least 100 to 200 basis points. Any institution operating at or near the 3% level is expected to be a strong banking organization without any supervisory, financial or operational weaknesses or deficiencies. Any institutions experiencing or anticipating significant growth would be expected to maintain capital ratios, including tangible capital positions, well above the minimum levels.

The capital levels of the Company currently exceed applicable regulatory guidelines, and the Banks’ are qualified as “well-capitalized” at June 30, 2002. Management believes that under the current regulations the Banks will continue to meet well-capitalized capital requirements in the foreseeable future. However, events beyond the control of the Banks such as a downturn in the economy where the Banks have most of their loans, could adversely affect future earnings and, consequently, the ability of the Banks to meet future well-capitalized capital requirements.

The capital amounts and ratios for the Company and the Banks as of June 30, 2002, are presented in the following table (dollars in thousands):

VALLEY COMMUNITY BANCSHARES, INC.
Capital

                                                                     
                                                        To Be Well
                                                        Capitalized Under
                                For Capital           Prompt Corrective
        Actual           Adequacy Purposes           Action Provisions
       
         
         
As June 30, 2002   Amount   Ratio           Amount   Ratio           Amount   Ratio

 
 
         
 
         
 
Total Capital (to Risk-Weighted Assets)
                                                               
   
Consolidated
  $ 22,342       18.4 %     >     $ 9,740       8.0 %     >     $ 12,175       10.0 %
   
Puyallup Valley Bank
  $ 15,262       14.4 %     >     $ 8,488       8.0 %     >     $ 10,610       10.0 %
   
Valley Bank
  $ 4,098       29.2 %     >     $ 1,121       8.0 %     >     $ 1,401       10.0 %
Tier I Capital (to Risk-Weighted Assets)
                                                               
   
Consolidated
  $ 21,101       14.3 %     >     $ 4,870       4.0 %     >     $ 7,305       6.0 %
   
Puyallup Valley Bank
  $ 14,196       13.4 %     >     $ 4,244       4.0 %     >     $ 6,366       6.0 %
   
Valley Bank
  $ 3,923       28.0 %     >     $ 560       4.0 %     >     $ 841       6.0 %
Tier I Capital (to Average Assets)
                                                               
   
Consolidated
  $ 21,101       13.1 %     >     $ 6,464       4.0 %     >     $ 8,080       5.0 %
   
Puyallup Valley Bank
  $ 14,196       9.8 %     >     $ 5,794       4.0 %     >     $ 7,243       5.0 %
   
Valley Bank
  $ 3,923       25.7 %     >     $ 611       4.0 %     >     $ 764       5.0 %

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company’s results of operation are dependent upon its ability to manage interest rate risk. Management considers interest rate risk to be a significant risk that could have a material effect on the Company’s financial condition and results of operations. The Company does not currently use derivatives to manage market and interest rate risk.

A number of measures are used to monitor and manage interest rate risk, including income simulations and interest sensitivity (gap) analyses. An income simulation model is the primary tool used to assess the direction and magnitude of changes in net interest income resulting from changes in interest rates. Key assumptions in the model include repayment speeds on certain assets, cash flows and maturities of other investment securities, loan and deposit volumes and pricing. These assumptions are inherently uncertain and, as a result, the model cannot precisely estimate net interest income or precisely predict the impact of higher or lower interest rates on net interest income.

Actual results will differ from simulated results due to timing, magnitude and frequency of interest rate changes and changes in market conditions and management strategies, among other factors. At June 30, 2002, based on the measures used to monitor and manage interest rate risk, there has not been a material change in the Company’s interest rate risk since December 31, 2001. For additional information, refer to the Company’s annual report on Form 10-K for the year ended December 31, 2001.

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FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q includes forward-looking statements about the future operations of the Company. 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 significantly increasing; changes in the interest rate environment reducing 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; loan delinquency rates; changes in business conditions; 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. Because of these uncertainties, actual future results may be materially different from the results indicated by these forward-looking statements. In addition, the Company’s past results do not necessarily indicate its future results.

PART II — OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

The Company faces ordinary routine litigation arising in the normal course of business. In the opinion of management, liabilities (if any) arising from such claims will not have a material adverse effect upon the business, results of operations or financial condition of the Company.

Item 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

     Not applicable

Item 3. DEFAULTS UPON SENIOR SECURITIES

     Not applicable

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Annual Meeting of Shareholders of Valley Community Bancshares, Inc. (the “Meeting”) was held on April 25, 2002. The only matter of business conducted at the Meeting was the election of Directors. The results of the vote on the matters presented at the Meeting are as follows:

                         
    Term to Expire   Vote For   Vote Withheld
   
 
 
Ronald E. Claudon
    2005       836,183       8,156  
William E. Fitchitt
    2005       836,183       8,156  
David K. Hamry
    2005       829,390       14,949  

The terms of Directors Thomas R. Absher, David H. Brown, A. Eugene Hammermaster, Warren D. Hunt, Roger L. Knutson, and Thomas M. Pasquier continued after the meeting.

Item 5. OTHER INFORMATION

     Not applicable

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Item 6. EXHIBITS AND REPORTS ON FORM 8-K

        (a)    Exhibits

     
3.1   Articles of Incorporation of Valley Community Bancshares, Inc. *
3.2   Bylaws of Valley Community Bancshares, Inc., as amended.
10.   Material contracts of Valley Community Bancshares, Inc.
10.1   Severance agreement for Mr. Brown *
10.2   Severance agreement for Mr. Thompson *
10.3   Severance agreement for Mr. Riordan *
10.4   Severance agreement for Mr. Pickett *
10.5   Deferred Compensation Agreement for Mr. Brown *
10.6   Deferred Compensation Agreement for Mr. Thompson #
10.7   1998 Stock Option Plan *
10.8   401(k) Defined Contribution Plan and Noncontributory Profit Sharing Plan Adoption Agreement *


*   Incorporated by reference to the Exhibits set forth on Registrant’s Amended Registration Statement on Form 10 filed with the Securities and Exchange Commission on September 6, 2000.
#   Incorporated by reference to the Exhibits set forth on Registrant’s 2000 Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 27, 2001.

        (b)    Reports on Form 8-K
 
             Valley Community Bancshares, Inc. filed no report on Form 8-K during the three months ending June 30, 2002.

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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.
             
            VALLEY COMMUNITY BANCSHARES, INC.
(Registrant)
 
Date:   August 2, 2002   By   /s/     David H. Brown
   
     
            David H. Brown
President and Chief Executive Officer
 
Date:   August 2, 2002   By   /s/     Joseph E. Riordan
   
     
            Joseph E. Riordan
Executive Vice President and Chief Financial Officer

CERTIFICATION

     To my knowledge, this Report on Form 10-Q for the quarter ended June 30, 2002, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and the information contained in this Report fairly presents, in all material respects, the financial condition and the results of operation of Valley Community Bancshares, Inc.
       
  By   /s/     David H. Brown
     
      David H. Brown, Chief Executive Officer
 
  By   /s/     Joseph E. Riordan
     
           Joseph E. Riordan, Chief Financial Officer

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