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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)
ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2003
OR
o	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 0-265520

California Independent Bancorp
(Exact name of registrant as specified in its charter)

California
(State or other jurisdiction of
incorporation or organization)

68-0349947
(IRS Employer
Identification No.)

1227 Bridge St., Suite C, Yuba City, California 95991
(Address of principal executive offices)
(Zip Code)

(530) 674-6025
(Registrant's telephone number, including area code)

N/A
(Former name, former address and former fiscal year, if changed since last report)

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

Yes ý No o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes o No ý

APPLICABLE ONLY TO CORPORATE ISSUERS:

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

Class		Outstanding at June 30, 2003
Common stock, no par value		2,073,911 shares

This report contains 29 pages. The Exhibit Index is on pages 28.

PART I—FINANCIAL INFORMATION

ITEM 1
	CALIFORNIA INDEPENDENT BANCORP AND SUBSIDIARIES UNAUDITED FINANCIAL STATEMENTS:
		CONSOLIDATED BALANCE SHEETS	3
		CONSOLIDATED STATEMENTS OF INCOME FOR THREE MONTHS	4
		CONSOLIDATED STATEMENTS OF INCOME FOR SIX MONTHS	5
		CONSOLIDATED STATEMENTS OF CASH FLOWS	6
		NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS	7-11
ITEM 2
	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		12-24
ITEM 3
	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		24-25
ITEM 4
	DISCLOSURE CONTROLS AND PROCEDURES		25-26
PART II—OTHER INFORMATION
ITEM 1
	LEGAL PROCEEDINGS		27
ITEM 2
	CHANGES IN SECURITIES AND USE OF PROCEEDS		27
ITEM 3
	DEFAULTS UPON SENIOR SECURITIES		27
ITEM 4
	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS		27
ITEM 5
	OTHER INFORMATION		27
ITEM 6
	EXHIBITS AND REPORTS ON FORM 8-K		28
SIGNATURES			29

PART I—Financial Information

ITEM 1. FINANCIAL STATEMENTS

CALIFORNIA INDEPENDENT BANCORP AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
As of June 30, 2003, December 31, 2002, and June 30, 2002
(Dollars in thousands except share data)
(UNAUDITED)

			June 30, 2003			December 31, 2002			June 30, 2002
Assets
Cash and Due From Banks			$	15,486		$	21,801		$	15,217
Federal Funds Sold				—			18,245			—

		Cash and Cash Equivalents		15,486			40,046			15,217
Investment Securities Held-to-Maturity				2,440			2,265			2,435
Investment Securities Available-for-Sale				137,140			97,974			94,016

		Total Investments	$	139,580		$	100,239		$	96,451
Loans and Leases				205,208			214,428			201,059
	Less: Allowance for Loan and Lease Losses			(5,963	)		(6,532	)		(5,817	)

		Net Loans and Leases	$	199,245		$	207,896		$	195,242
Premises and Equipment, Net				6,550			6,731			6,911
Other Real Estate				2,729			—			698
Cash Surrender Value of Insurance Policies				6,364			6,239			5,231
Other Assets				7,598			5,932			5,650

		Total Assets	$	377,552		$	367,083		$	325,400

Liabilities and Shareholders' Equity
Deposits:
	Noninterest-Bearing		$	70,943		$	75,381		$	58,773
	Interest-Bearing			239,767			231,345			212,685

		Total Deposits	$	310,710		$	306,726		$	271,458
Federal Home Loan Bank Borrowings				22,370			15,000			15,000
Other Borrowings				80			80			5,458
Mandatorily Redeemable Cumulative Trust Preferred Securities of Subsidiary Grantor Trust				10,000			10,000			—
Other Liabilities				6,378			6,221			4,815

		Total Liabilities	$	349,538		$	338,027		$	296,731

Commitments and Contingencies
Shareholders' Equity:
Common Stock, No Par Value—Shares Authorized—20,000,000, Shares Issued and Outstanding—2,073,911 at June 30, 2003, 2,152,751 at December 31, 2002, and 2,223,241 at June 30, 2002			$	20,325		$	22,600		$	22,323
Retained Earnings				6,978			5,589			5,574
Debt Guarantee of ESOP				(80	)		(80	)		(120	)
Accumulated Other Comprehensive Income				791			947			892

		Total Shareholders' Equity	$	28,014		$	29,056		$	28,669

		Total Liabilities and Shareholders' Equity	$	377,552		$	367,083		$	325,400

The accompanying notes are an integral part of these consolidated financial statements.

CALIFORNIA INDEPENDENT BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands except share data)
(UNAUDITED)

			Three months ended June 30, 2003		Three months ended June 30, 2002
Interest Income
Interest and Fees on Loans and Leases			$	3,810	$	3,772
Interest on Investments—
	Taxable Interest Income			1,144		1,329
	Nontaxable Interest Income			27		16
Interest on Federal Funds Sold				29		7

		Total Interest Income		5,010		5,124

Interest Expense
Interest on Deposits				1,079		998
Interest on Mandatorily Redeemable Cumulative Trust Preferred Securities of Subsidiary Grantor Trust				120		—
Interest on Borrowed Funds				168		175

		Total Interest Expense		1,367		1,173

		Net Interest Income		3,643		3,951
Provision for Loan and Lease Losses				—		150

		Net Interest Income After Provision for Loan and Lease Losses		3,643		3,801

Noninterest Income
Service Charges on Deposit Accounts				414		398
Brokered Loan Fees				64		34
Loan Servicing Fees				25		23
Other				94		165

		Total Noninterest Income		597		620

Noninterest Expense
Salaries and Employee Benefits				1,673		1,774
Occupancy Expense				217		210
Furniture and Equipment Expense				325		319
Other				777		835

		Total Noninterest Expense		2,992		3,138

		Income Before Provision for Income Taxes		1,248		1,283
Provision for Income Taxes				430		471

Net Income			$	818	$	812

Per Share Amounts
Basic Earnings Per Share			$	0.39	$	0.37

Diluted Earnings Per Share			$	0.37	$	0.36

Basic Weighted Average Shares Outstanding				2,111,160		2,222,457

Diluted Weighted Average Shares Outstanding				2,193,550		2,228,499

The accompanying notes are an integral part of these consolidated financial statements.

CALIFORNIA INDEPENDENT BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands except share data)
(UNAUDITED)

			Six months ended June 30, 2003		Six months ended June 30, 2002
Interest Income
Interest and Fees on Loans and Leases			$	7,841	$	7,347
Interest on Investments—
	Taxable Interest Income			2,365		2,523
	Nontaxable Interest Income			44		36
Interest on Federal Funds Sold				100		42

		Total Interest Income		10,350		9,948

Interest Expense
Interest on Deposits				2,188		2,078
Interest on Mandatorily Redeemable Cumulative Trust Preferred Securities of Subsidiary Grantor Trust				245		—
Interest on Borrowed Funds				330		260

		Total Interest Expense		2,763		2,338

		Net Interest Income		7,587		7,610
Provision for Loan and Lease Losses				10		300

		Net Interest Income After Provision for Loan and Lease Losses		7,577		7,310

Noninterest Income
Service Charges on Deposit Accounts				704		698
Brokered Loan Fees				128		61
Loan Servicing Fees				133		158
Loss on Disposal of Available-for-Sale Security				—		(55	)
Gain on Sale of Other Real Estate				108		—
Other				343		357

		Total Noninterest Income		1,416		1,219

Noninterest Expense
Salaries and Employee Benefits				3,393		3,452
Occupancy Expense				427		407
Furniture and Equipment Expense				634		637
Other				1,558		1,576

		Total Noninterest Expense		6,012		6,072

		Income Before Provision for Income Taxes		2,981		2,457
Provision for Income Taxes				1,057		899

Net Income			$	1,924	$	1,558

Per Share Amounts
Basic Earnings Per Share			$	0.90	$	0.70

Diluted Earnings Per Share			$	0.87	$	0.70

Basic Weighted Average Shares Outstanding				2,129,514		2,221,827

Diluted Weighted Average Shares Outstanding				2,206,814		2,234,188

The accompanying notes are an integral part of these consolidated financial statements.

CALIFORNIA INDEPENDENT BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six-month Periods Ended June 30, 2003 and June 30, 2002
(Dollars in thousands)
(UNAUDITED)

				June 30, 2003			June 30, 2002
Cash Flows From Operating Activities
Net Income				$	1,924		$	1,558
Adjustments to Reconcile Net Income to Net Cash
	Provided by Operating Activities:
		Depreciation and Amortization			507			485
		Provision for Loan and Lease Losses			10			300
		Loss on Disposal of Investment Securities			—			55
		Gain on Sale of Other Real Estate, Net			(108	)		—
		Gain on Sale of Loans and Leases, Net			—			(6	)
		Gain on Sale of Premises and Equipment			—			(10	)
(Increase) Decrease in Other Assets					(1,751	)		412
(Decrease) Increase in Other Liabilities					(700	)		1,555

			Net Cash (Used For) Provided By Operating Activities	$	(118	)	$	4,349
Cash Flows From Investing Activities
	Net Decrease (Increase) in Loans and Leases				6,858			(8,910	)
	Purchases of Securities Available-for-Sale				(73,378	)		(25,774	)
	Purchases of Securities Held-to-Maturity				(1,175	)		—
	Proceeds From Maturity of Securities Held-to-Maturity				1,000			350
	Proceeds From Sales, Maturities and Calls of Securities Available-for-Sale				33,927			6,847
	Proceeds From Sales of Other Real Estate				108			—
	Purchases of Premises and Equipment				(326	)		(450	)

			Net Cash Used for Investing Activities	$	(32,986	)	$	(27,937	)
Cash Flows From Financing Activities
	Net Decrease in Noninterest-Bearing Deposits				(4,436	)		(11,195	)
	Net Increase in Interest-Bearing Deposits				8,421			7,077
	Net Increase in Borrowed Funds				7,370			20,338
	Repurchase of Common Stock				(2,361	)		(96	)
	Cash Dividends				(535	)		(465	)
	Stock Options Exercised				85			99

			Net Cash Provided by Financing Activities	$	8,544		$	15,758
			Net Decrease in Cash and Cash Equivalents	$	(24,560	)	$	(7,830	)
Cash and Cash Equivalents, Beginning of Year				$	40,046		$	23,047

Cash and Cash Equivalents, End of Period				$	15,486		$	15,217

The accompanying notes are an integral part of these consolidated financial statements.

CALIFORNIA INDEPENDENT BANCORP AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 1—Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the Securities and Exchange Commission ("SEC"). In the opinion of Management, the unaudited consolidated financial statements contain all adjustments (consisting solely of recurring adjustments) that are necessary to present fairly the financial position of California Independent Bancorp ("CIB") and its subsidiaries (collectively, the "Company") at June 30, 2003, December 31, 2002, and June 30, 2002, the results of its operations for the three and six-month periods ended June 30, 2003 and June 30, 2002, and cash flows for the six-month periods ended June 30, 2003 and June 30, 2002.

Certain information and footnote disclosures normally presented in annual financial statements prepared in accordance with generally accepted accounting principles have been omitted in accordance with SEC rules or regulations. The results of operations for the three and six-month periods ended June 30, 2003 are not necessarily indicative of the operating results for the full year ending December 31, 2003. These financial statements should be read in conjunction with the financial statements and notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2002.

Note 2—Principles of Consolidation

The consolidated financial statements include the accounts of CIB and its wholly owned subsidiaries, Feather River State Bank, E.P.I. Leasing Company, Inc., and CIB Capital Trust. Significant intercompany transactions and balances have been eliminated in consolidation.

Note 3—Commitments and Contingent Liabilities

In the normal course of business there are various outstanding commitments and contingent liabilities, such as commitments to extend credit and letters of credit that are not reflected in the financial statements. Management does not anticipate any material loss as a result of these transactions.

The contract amount of commitments not reflected on the balance sheet at June 30, 2003 and June 30, 2002 were as follows:

(Dollars in thousands)		June 30, 2003			June 30, 2002
Loan Commitments		$	46,502		$	54,420
Standby Letters of Credit			860			520

Note 4—Cash and Stock Dividends

In February, May, August, and November of 2002, CIB paid an eleven-cent ($0.11) per share cash dividend and in February and May of 2003, CIB paid a twelve and one-half cent ($0.125) per share cash dividend.

On August 20, 2002, CIB's Board of Directors authorized and declared a five percent (5%) stock dividend for shareholders of record as of September 5, 2002. The dividend was distributed on September 20, 2002, and resulted in the issuance of 105,405 additional shares of common stock.

Note 5—Stock-Based Compensation

At June 30, 2003, the Company had three stock-based compensation plans: the Feather River State Bank 1989 Amended and Restated Stock Option Plan, the California Independent Bancorp 1996 Stock Option Plan, and the California Independent Bancorp 2000 Stock Option Plan (the "Plans"). The Company accounts for the Plans under the recognition and measurement principles of APB Opinion No. 25, "Accounting for Stock Issued to Employees," and related Interpretations. No stock-based compensation cost is reflected in net income, as all options granted under the Plans had an exercise price equal to the market value of the underlying common stock on the date of grant.

For purposes of pro forma disclosures, the estimated fair value of stock-based compensation plans and other options is amortized to expense primarily over the vesting period. The following tables illustrate the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of FASB Statement No. 123, "Accounting for Stock-Based Compensation," to stock-based compensation.

		For the three-months ended,
(Dollars in thousands, except share data)		June 30, 2003			June 30, 2002
Net Income, As Reported		$	818		$	812
Deduct Total Stock-Based Employee Compensation Expense Determined Under the Fair Value Based Method for all Awards, Net of Related Tax Effects			(42	)		(41	)

Pro Forma Net Income		$	776		$	771

Basic Earnings Per Share:
	As Reported	$	0.39		$	0.37
	Pro Forma	$	0.37		$	0.35
Diluted Earnings Per Share:
	As Reported	$	0.37		$	0.36
	Pro Forma	$	0.35		$	0.35

		For the six-months ended,
(Dollars in thousands, except share data)		June 30, 2003			June 30, 2002
Net Income, As Reported		$	1,924		$	1,558
Deduct Total Stock-Based Employee Compensation Expense Determined Under the Fair Value Based Method for all Awards, Net of Related Tax Effects			(82	)		(125	)

Pro Forma Net Income		$	1,842		$	1,433

Basic Earnings Per Share:
	As Reported	$	0.90		$	0.70
	Pro Forma	$	0.86		$	0.64
Diluted Earnings Per Share:
	As Reported	$	0.87		$	0.70
	Pro Forma	$	0.83		$	0.64

As required, the pro forma disclosures above include options granted since January 1, 1995. Consequently, the effects of applying FASB Statement No. 123 for providing pro forma disclosures may

not be representative of the effects on reported net income for future years until all options outstanding are included in the pro forma disclosures.

The fair value of each option granted during the periods indicated was estimated on the date of grant using an option-pricing model with the following assumptions:

	Three-months ended, June 30, 2002
Weighted Average Fair Value of Options Granted	$	6.46
Dividend Yield		2.21	%
Expected Volatility		30.24	%
Risk-Free Interest Rate		4.55	%
Expected Option Life		7.50 Years

	For the six months ended,
	June 30, 2003			June 30, 2002
Weighted Average Fair Value of Options Granted	$	9.29		$	6.46
Dividend Yield		1.70	%		2.21	%
Expected Volatility		32.65	%		30.24	%
Risk-Free Interest Rate		3.54	%		4.55	%
Expected Option Life		7.50 Years			7.50 Years

There were no option grants made for the three-month period ended June 30, 2003.

Note 6—Earnings Per Share

Basic earnings per share ("EPS"), which excludes dilution, is computed by dividing income available to common stockholders by the weighted-average number of shares of common stock outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock, such as stock options, result in the issuance of common stock, which shares in the earnings of the Company. All data with respect to computing earnings per share is retroactively adjusted to reflect stock dividends and the treasury stock method is applied to determine the dilutive effect of stock options in computing diluted EPS.

Note 7—Comprehensive Income

For the Company, total comprehensive income includes net income and unrealized changes in the fair value, net of applicable taxes, of its Available-for-Sale investment securities. Total comprehensive income for the three and six months ended June 30, 2003 and June 30, 2002 was $929,000 and $1,768,000, respectively, and $1,504,000 and $1,920,000, respectively, as shown in the following table.

		For the Three months ended June 30,				For the Six months ended June 30,
(Dollars in thousands)		For the Three months ended June 30,				For the Six months ended June 30,
(Dollars in thousands)		2003		2002		2003			2002
Net Income		$	818	$	812	$	1,924		$	1,558
Other Comprehensive Income:
	Change in Unrealized Gain on Available-for-Sale Investment Securities, net of taxes		111		692		(156	)		331
Reclassification Adjustment for Loss on Sale of Securities, net of taxes			—		—		—			31

Total Comprehensive Income		$	929	$	1,504	$	1,768		$	1,920

Note 8—Financial Accounting Pronouncements

In December 2002, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standard ("SFAS") No. 148, "Accounting for Stock-Based Compensation-Transition and Disclosure-an amendment of FASB Statement No. 123" ("SFAS No. 148"). This Statement amends SFAS No. 123, "Accounting for Stock-Based Compensation" ("SFAS No. 123"), to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, this statement amends the disclosure requirements of SFAS No. 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. The transition guidance and annual disclosure provisions of SFAS No. 148 are effective for fiscal years ending after December 15, 2002. The interim disclosure provisions are effective for financial reporting containing financial statements for interim periods beginning after December 15, 2002. Because the Company accounts for the compensation cost associated with its stock option plans under the intrinsic value method, the alternative methods of transition will not apply to the Company. The additional disclosure requirements of the statement are included in these financial statements. Management does not believe that the adoption of this Statement had a material impact on the Company's consolidated financial position or results of operations.

In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities." This Statement amends and clarifies the accounting for derivative instruments by providing guidance related to circumstances under which a contract with a net investment meets the characteristics of a derivative as discussed in Statement 133. The Statement also clarifies when a derivative contains a financing component. The Statement is intended to result in more consistent reporting for derivative contracts and must be applied prospectively for contracts entered into or modified after June 30, 2003, except for hedging relationships designated after June 30, 2003. Management does not believe that the adoption of this Statement had a material effect on the Company's consolidated financial position or results of operations.

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity." This Statement establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify a financial instrument that is within its scope as a liability (or an asset in some circumstances). This Statement is effective for financial instruments entered into or modified by the Company after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. The Company has previously accounted for its mandatorily redeemable cumulative trust preferred securities in a manner consistent with the Statement and, in management's opinion, adoption of this Statement did not have a material effect on the Company's consolidated financial position or results of operations.

Note 9—Reclassifications

Certain reclassifications have been made to amounts previously reported to conform to current presentation methods. Such reclassifications have no effect on net income or shareholders' equity previously reported.

Note 10—Subsequent Events

On August 11, 2003, the Company entered into a definitive Agreement and Plan of Merger with Humboldt Bancorp. Under the terms of the merger agreement, the Company will merge into Humboldt Bancorp and Feather River State Bank will merge in Humboldt Bank although it will operate as a division of Humboldt Bank retaining its local identity.

Based on the closing value for a share of Humboldt Bancorp as of on the date of the merger agreement, the transaction is valued at approximately $80 million, or $35.50 per share of the Company. Company shareholders may elect to exchange each share held for cash or stock, although elections may be subject to proration if the results of all shareholders' elections differ from Humboldt's targeted stock-cash split of 60%-40%. The aggregate cash consideration will be approximately $32 million, or 40% of the total consideration, and a total of approximately 3.28 million shares of Humboldt common stock will be issued, representing 60% of the total consideration.

The companies anticipate that the transaction will qualify as a tax-free reorganization, and in general, expect that Company shareholders will not recognize income to the extent they exchange all of their shares of common stock of the Company for Humboldt stock and do not receive cash in lieu of any fractional shares, although shareholders should consult their own tax advisors for the consequences of the merger to them.

Subject to receipt of regulatory and shareholder approval, CIB expects this transaction will be completed during the first quarter of 2004.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

California Independent Bancorp ("CIB") is a California corporation and the holding company for Feather River State Bank ("the Bank"), located in Yuba City, California. The Bank was incorporated as a California state banking corporation on December 1, 1976, and commenced operations on April 6, 1977. CIB was incorporated on October 28, 1994, and became the holding company for the Bank on May 2, 1995. The Bank engages in a broad range of financial services activities, and its primary market is located in the Sacramento Valley, with a total of nine branches. The main source of income for the Bank is from lending activities, including commercial, agricultural, real estate, consumer, and installment loans and leases. CIB formed a nonbank subsidiary, CIB Capital Trust on October 2, 2002, for the sole purpose of issuing trust preferred securities.

Certain statements in the quarterly report on Form 10-Q and in Management's Discussion and Analysis of Financial Condition and Results of Operations (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 net interest 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 and lease losses; the loss of key personnel; change in the regulatory environment; changes in business conditions; volatility of rate sensitive deposits; operational risks including data processing system failures or fraud; lending concentration in real estate; volatility in agricultural lending; and asset/liability matching risks and liquidity risks.

The following discussion and analysis is designed to provide a better understanding of the significant changes and trends related to California Independent Bancorp's and Feather River State Bank's (CIB and the Bank are collectively, the "Company") financial condition, operating results, asset and liability management, and liquidity and capital resources; and should be read in conjunction with the Consolidated Financial Statements of the Company and its accompanying notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2002.

OVERVIEW OF CHANGES IN THE FINANCIAL STATEMENTS

Total assets at June 30, 2003 were $377,552,000, an increase of 2.9% over $367,083,000 at December 31, 2002 and an increase of 16.0% over $325,400,000 at June 30, 2002.

Gross loans and leases were $205,208,000 at June 30, 2003, a decrease of 4.3% from $214,428,000 at December 31, 2002, and an increase of 2.1% over $201,059,000 at June 30, 2002. The increase in loans over the past twelve-month period is attributable to successful business development efforts and the Bank's strategic decision to further diversify its overall loan portfolio by promoting growth primarily in the commercial and real estate sectors. The decrease from year-end is due to refinancing of loans, resulting from the current decreasing interest rate environment, the intensification of competitive pressure in the loan market, and the Bank's continued emphasis on credit quality, high underwriting standards, and conservative pricing.

The Company's investment portfolio at June 30, 2003 was $139,580,000, compared to $100,239,000 at December 31, 2002, and $96,451,000 at June 30, 2002. Increases in the Company's investment portfolio during the first six months of 2003 were in large part due to continuing the implementation of the Company's investment strategy whereby the Company has invested its excess funds in qualified

Available-for-Sale Securities rather than federal funds sold. Cash and cash equivalents, which consisted of cash and due from banks and federal funds sold, were $15,486,000 at June 30, 2003, $40,046,000 at December 31, 2002, and $15,217,000 at June 30, 2002. The increased balance of cash and cash equivalents at December 31, 2002 was primarily due to the growth in total deposits. The decrease in cash and cash equivalents from December 31, 2002 to June 30, 2003 was primarily due to the Company utilizing the excess funds to purchase available-for-sale investment securities.

Total deposits of the Company were $310,710,000, $306,726,000, and $271,458,000 at June 30, 2003, December 31, 2002, and June 30, 2002, respectively. The increase at June 30, 2003 from December 31, 2002 and June 30, 2002, is primarily due to the Bank's focus on customer service and relationship banking, as well as new customer-centered product development.

The ratio of gross loans to deposits was 66.0%, 69.9%, and 74.1% at June 30, 2003, December 31, 2002, and June 30, 2002, respectively.

Loans and Leases

The Company continues to emphasize real estate, real estate construction, commercial, agricultural, and consumer lending activities. The Company has proactively intensified its focus on real estate secured and commercial lending to meet customers' needs in its geographic market segments. The Company lends primarily to small and medium sized businesses, small to large-sized farms, professionals, and consumers within its market area, which is principally comprised of Sutter, Yuba, Colusa, Yolo, and Placer counties; and, secondarily, Sacramento, El Dorado, Butte, and Glenn counties.

Due to the loan and lease portfolio's composition, the Company sustains moderate variations in outstanding loan totals. More specifically, certain seasonal variations are expected to occur in the agricultural and construction loan portfolios. The table below sets forth the composition of the Company's loan and lease portfolio as of June 30, 2003, December 31, 2002, and June 30, 2002.

COMPOSITION OF LOAN AND LEASE PORTFOLIO
(Dollars in thousands)

Loan Category		June 30, 2003			December 31, 2002			June 30, 2002
Commercial		$	19,878		$	25,375		$	24,227
Agricultural			20,209			17,536			19,161
Real Estate—Construction			31,941			35,287			29,336
Real Estate—Mortgage			124,181			125,094			113,746
Leases			4,220			5,891			8,582
Consumer			3,934			4,391			4,531
Other			1,702			1,905			2,368

		$	206,065		$	215,479		$	201,951
Deferred Loan Fees, Net			(857	)		(1,051	)		(892	)
Allowance for Loan and Lease Losses			(5,963	)		(6,532	)		(5,817	)

	Total	$	199,245		$	207,896		$	195,242

The principal changes in the loan and lease portfolio between June 30, 2003, December 31, 2002, and June 30, 2002 are discussed below:

The Bank makes commercial and small business loans (including lines of credit) that are secured by the assets of the business. Commercial loans decreased $5,497,000, or 21.7%, from December 31, 2002, and decreased $4,349,000, or 18.0%, from June 30, 2002. The decrease in the first six months of

2003, as well as the decrease over the year is due to increased refinancing of existing loans outside the Bank and the softening of commercial loan market demand in the Bank's core market areas.

The Bank provides agricultural production lines of credit and other agricultural loans that are secured by crops, crop proceeds, and other collateral. Agricultural loans increased $2,673,000, or 15.2%, over December 31, 2002 and increased $1,048,000, or 5.5% over June 30, 2002. The increase since December 31, 2002 is due to the seasonality of agricultural loan demand resulting from the agricultural cycle.

The Bank makes real estate construction loans, primarily to finance a variety of commercial, office, and retail projects, as well as for the construction of single-family homes. At June 30, 2003, real estate construction loans decreased $3,346,000, or 9.5%, from December 31, 2002, but increased $2,605,000, or 8.9%, over June 30, 2002. The decline from December 31, 2002 is due to increased competition resulting from the interest rate environment and decreased activity in the construction real estate market in the Bank's core market area. The increase over June 30, 2002 is due to the Bank's business development efforts in its primary market area.

Mortgage loans secured by commercial, residential, and agricultural real estate decreased $913,000, or 0.7%, from December 31, 2002, and increased $10,435,000, or 9.2%, over June 30, 2002. The increase from June 30, 2002 is primarily the result of successful business development efforts and an intensified focus on Placer County as a primary market area. At June 30, 2003, the real estate mortgage portfolio was 60.3% of the total loan portfolio. Increased portfolio limits have been approved as a result of enhanced monitoring analysis and limitations set on the sub-classifications within this portfolio segment.

Lease financing receivables declined $4,362,000, or 50.8%, between June 30, 2002 and June 30, 2003 and $1,671,000, or 28.4%, from December 31, 2002. This decline is the direct result of the Bank's decision in the first quarter of 2000 to discontinue originating and purchasing leases through E.P.I. Leasing Company, Inc. Consequently, the reduction of the Bank's lease portfolio was primarily due to scheduled lease portfolio principal reductions.

The Company makes consumer loans, including secured and unsecured loans and lines of credit, to finance a variety of consumer needs. Consumer loans decreased $597,000, or 13.2%, between June 30, 2002 and June 30, 2003 and $457,000, or 10.4%, from December 31, 2002. The decrease in this loan category was due to increased competition in the Bank's core market area and special pricing programs for new car financing by other financial institutions. Further, the Bank's Consumer lending group has focused on home equity and home improvement loans through a promotional product that are recorded in the real estate loan category.

During the first six months of 2003, there were no significant changes in the Bank's loan management, lending philosophy, or credit delivery procedures. The Company continues to emphasize high credit quality and superior customer service as two key components of its strategic direction.

Loan and Lease Quality

The Company places loans and leases on nonaccrual status when either principal or interest has been past due for 90 days or more. Exceptions to this policy can be made if the loan or lease is well secured and in the process of collection. The Company also places loans and leases on nonaccrual when payment in full of principal or interest is not expected, or the financial condition of the borrower has significantly deteriorated. At the time that a loan or lease is placed on nonaccrual, any accrued but uncollected interest is reversed and additional income is recorded on a cash basis as payments are received as long as principal is not impaired. Loans or leases that are in the process of renewal in the normal course of business, or that are well secured and in the process of collection may not be placed on nonaccrual status at the discretion of Management. A nonaccrual loan or lease may be restored to

an accrual basis when interest and principal payments are current and the prospects for future payments are no longer in doubt.

Nonperforming loans and leases consist of accruing loans and leases past due 90 days or more and nonaccrual loans and leases. The table below summarizes the composition of nonperforming loans and leases as of June 30, 2003, December 31, 2002, and June 30, 2002, as well as the changes between the periods. There were no loans and leases that were accruing interest that were past due as to principal or interest for 90 days or more at June 30, 2003, December 31, 2002, or June 30, 2002.

Nonperforming Assets
(Dollars in thousands)

		June 30, 2003		% Change From December 31, 2002 to June 30, 2003		December 31, 2002		% Change From June 30, 2002 To June 30, 2003		June 30, 2002
*Nonaccrual Loans and Leases*
	Commercial	$	129	n/a		$	—	n/a		$	3
	Agricultural		25	(78.3	)%		115	(88.8	)%		224
	Real Estate—Construction		1,119	(56.3	)%		2,560	n/a			2,443
	Real Estate—Mortgage		1,011	(40.6	)%		1,702	(58.5	)%		2,439
	Leases		—	0.0	%		—	0.0	%		32
	Consumer		12	(20.0	)%		15	(29.4	)%		17

Total Nonperforming Loans and Leases		$	2,296	(47.7	)%	$	4,392	(55.5	)%	$	5,158

Other Real Estate		$	2,729	n/a		$	—	291.0	%	$	698

Total Nonperforming Assets		$	5,025	14.4	%	$	4,392	(14.2	)%	$	5,856

Total nonperforming loans and leases have decreased $2,862,000, or 55.5%, since June 30, 2002 and $2,096,000, or 47.7%, since December 31, 2002. Although nonperforming loans and leases decreased from December 31, 2002, nonperforming assets increased due to one large commercial real estate secured loan transitioning to other real estate from nonperforming loans. Management continues its emphasis on reducing classified assets and enhancing quality control in the management of the loan and lease portfolios.

The composition of the Company's nonaccrual loans and leases remain limited primarily to two borrowers. At June 30, 2003, 87.4% of the Company's total nonaccrual loans and leases were concentrated with these two borrowers. One of the relationships totaling $1,119,000, or 48.7%, is a commercial construction real estate relationship while the other totaling $889,000, or 38.7%, is a commercial real estate relationship. Each of these nonaccrual loan relationships is in the process of collection and is believed to be adequately supported by collateral.

As of December 31, 2002, $4,108,000, or 93.5%, of the Company's total nonaccrual loans and leases were concentrated in three relationships, consisting of a real estate construction loan relationship totaling $2,443,000, or 55.6%, a agricultural loan relationship for $747,000, or 17.0%, and a commercial real estate loan relationship for $918,000, or 20.9%.

The Company maintains an allowance for loan and lease losses ("ALLL") to absorb probable losses inherent in the loan and lease portfolio and is based upon management's estimated range of

those losses. The ALLL is established through a provision for loan and lease losses and is increased by provisions charged against current earnings and reduced by net charge-offs. Actual losses for these loans can vary significantly from this estimate. The methodology and assumptions used to calculate the allowance are continually reviewed as to their appropriateness given the most recent losses realized and other factors that influence the estimation process. The model assumptions and resulting allowance level are adjusted accordingly as these factors change. The Company's ALLL totaled $5,963,000, or 2.9% of gross loans and leases, as of June 30, 2003. This amount compares to $6,532,000, or 3.0% of gross loans and leases, as of June 30, 2002.

The adequacy of the ALLL and the level of the related provision for loan and lease losses is determined based on management's judgment after consideration of numerous factors including but not limited to: (i) local and regional economic conditions, (ii) borrowers' financial condition, (iii) loan impairment and the related level of expected charge-offs, (iv) evaluation of industry trends, (v) industry and other concentrations, (vi) loans which are contractually current as to payment terms but demonstrate a higher degree of risk as identified by management, (vii) continuing evaluations of the performing loan portfolio, (viii) ongoing review and evaluation of problem loans identified as having loss potential, (ix) quarterly review by the Board of Directors, and (x) assessments by banking regulators and other third parties. Management and the Board of Directors evaluate the ALLL and determine its desired level considering objective and subjective measures, such as knowledge of the borrowers' business, valuation of collateral, the determination of impaired loans or leases and exposure to potential losses.

The Company establishes general reserves in accordance with Statement of Accounting Standards ("SFAS") No. 5., "Accounting for Contingencies," and specific reserves in accordance with SFAS No. 114, "Accounting by Creditors for Impairment of a Loan." The ALLL is maintained by categories of the loan portfolio based on loan type and loan rating; however, the entire allowance is available to cover actual loan and lease losses. While Management uses available information to recognize possible losses on loans and leases, future additions to the allowance may be necessary, based on changes in economic conditions and other matters. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the Company's ALLL. 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.

The adequacy of the ALLL is determined based on three components. First is the dollar weighted risk rating of the loan portfolio, including all outstanding loans and leases. Every extension of credit has been assigned a risk rating based upon a comprehensive definition intended to measure the inherent risk of lending money. Each rating has an assigned risk factor expressed as a reserve percentage. Secondly, established specific reserves consistent with SFAS No. 114 "Accounting by Creditors for Impairment of a Loan" are assigned to individually impaired and adversely graded loans. These are estimated potential losses associated with specific borrowers based upon estimated cash flows or collateral value and events affecting the risk rating. Thirdly, the Company maintains a reserve for qualitative factors that may affect the portfolio as a whole, such as those factors described above, including a reserve for model imprecision consistent with SFAS No. 5 "Accounting for Contingencies."

Provisions to the ALLL are made to maintain an ALLL level deemed adequate by management. No provision to the ALLL was made during the three-month period ended June 30, 2003, while a provision to the ALLL of $150,000 was made for the three-month period ended June 30, 2002. Provisions to the ALLL totaled $10,000 and $300,000 for the six-month periods ended June 30, 2003 and June 30, 2002, respectively. Total provisions to the ALLL for the year ended December 31, 2002 equaled $550,000. Loan and lease charge-offs for the three months ended June 30, 2003 totaled $35,000, compared to $159,000 for the three months ended June 30, 2002. Loan and lease charge-offs for the six months ended June 30, 2003 totaled $693,000, compared to $196,000 for the six months ended June 30, 2002. Loan and lease recoveries were $60,000 for the three months ended June 30,

2003, compared to $36,000 for the three months ended June 30, 2002. For the six months ended June 30, 2003 and June 30, 2002, loan and lease recoveries were $114,000 and $215,000, respectively. The following table illustrates the activity in the Bank's ALLL for the three and six months ended June 30, 2003 and June 30, 2002.

Activity in Allowance for Loan and Lease Losses
(Dollars in thousands)

			For the Three months ended June 30,					For the Six months ended June 30,
			2003			2002		2003		2002
Beginning Balance			$	5,938		$	5,790	$	6,532	$	5,498
Charge-offs by Loan Category:
	Commercial			—			—		—		—
	Agricultural			—			—		—		—
	Real Estate			—			20		581		20
	Leases			33			136		106		170
	Consumer			2			3		6		6

		Total		35			159		693		196

Recoveries by Loan Category:
	Commercial			11			3		20		10
	Agricultural			—			1		1		154
	Real Estate			—			—		—		—
	Leases			48			31		92		50
	Consumer			1			1		1		1

		Total		60			36		114		215

Net Charge-offs (Recoveries)				(25	)		123		579		(19	)
Provision Charged to Expense				—			150		10		300

Balance, June 30			$	5,963		$	5,817	$	5,963	$	5,817

Investments

The Company's investment portfolio was $139,580,000 at June 30, 2003, compared to $100,239,000 at December 31, 2002, and $96,451,000 at June 30, 2002. The increase of $43,129,000, or 44.7%, from June 30, 2002 to June 30, 2003, is primarily due to the Company investing its excess funds in qualified Available-for-Sale Securities rather than federal funds sold.

As of June 30, 2003, the Company's "available-for-sale" category adjustment reflected a net unrealized gain of $791,000, net of taxes. The approximate market value of the Company's investment portfolio at June 30, 2003 was $139,640,000. As of June 30, 2002, the Company's "available-for-sale" category adjustment reflected a net unrealized gain of $892,000, net of taxes, and the approximate market value of the Company's investment portfolio was $96,536,000. The $101,000 change in the unrealized gain/loss between the two periods is primarily the result of the interest rate environment and changes in the portfolio's composition.

RESULTS OF OPERATIONS
Three and Six Months Ended June 30, 2003
Compared with
Three and Six Months Ended June 30, 2002

The Company recognized net income of $1,924,000 for the six-month period ended June 30, 2003, resulting in diluted earnings per share of $0.87. Net income for the three months ended June 30, 2003 was $818,000, resulting in diluted earnings per share of $0.37. Net Income and diluted earnings per share for the three and six-month periods ended June 30, 2003 were higher than the same periods in 2002. Net income for the three and six-month periods ended June 30, 2002 were $812,000 and $1,558,000, respectively. The diluted earnings per share for the same three and six-month periods were $0.36 and $0.70, respectively (all earnings per share calculations have been adjusted for the three and six months ended June 30, 2002, to reflect the Company's 5% stock dividend distributed on September 20, 2002). The return on average equity and the return on average assets for the three-month period ended June 30, 2003 were 11.50% and 0.90%, respectively, as compared to 11.51% and 1.02%, respectively, for the same period in 2002. The return on average equity and the return on average assets for the six-month period ended June 30, 2003 were 13.49% and 1.06%, respectively, as compared to 11.15% and 0.99%, respectively, for the same period in 2002.

Net interest income for the three and six months ended June 30, 2003 were $3,643,000 and $7,587,000, respectively, compared to $3,951,000 and $7,610,000, respectively, for the same three and six-month periods in 2002. The change in net interest income for three and six months ended June 30, 2003 reflects the combined effect of a variety of factors, including the average loan balance and interest rates, affecting interest income and interest expense as shown and described below.

Average Daily Balance Sheets
(Dollars in thousands, except percentages)

			Three Months Ended,
			June 30, 2003							June 30, 2002
			Average Balance			Yield/ Rate		Interest Amount		Average Balance			Yield/ Rate		Interest Amount
Assets
Earning-Assets:
	Short-Term Investments:
	Federal Funds Sold		$	9,614		1.21	%	$	29	$	1,588		1.77	%	$	7

Investment Securities:
	Taxable			117,838		3.90	%		1,145		95,303		5.59	%		1,329
	Non-Taxable			2,440		4.44	%		27		1,540		4.17	%		16

Total				120,278		3.91	%		1,172		96,843		5.57	%		1,345
Loans and Leases				204,835		7.46	%		3,809		195,348		7.74	%		3,772

Total Earning Assets				334,727		6.00	%		5,010		293,779		7.00	%		5,124
Allowance for Possible Loan Losses				(5,959	)						(5,785	)
Non Earning Assets:
	Cash and due from banks			13,839							13,343
	Premises and Equipment			6,661							6,777
	Other			15,713							10,741

Total Non-Earning Assets				36,213							30,860

Total Assets			$	364,981						$	318,855

Liabilities and Shareholders' Equity
Interest-Bearing Liabilities:
	Demand, Savings and Money Market		$	126,454		0.73	%	$	230	$	120,951		1.04	%	$	314
	Time Certificates			109,301		3.12	%		849		89,142		3.08	%		684
	Other Interest-Bearing Liabilities			27,152		4.25	%		288		19,434		3.61	%		175

Total Interest-Bearing Liabilities				262,907		2.09	%		1,367		229,527		2.05	%		1,173

Noninterest-Bearing
	Liabilities:
		Demand		68,270							57,411
		Other Liabilities		5,358							3,660

Total Noninterest-Bearing Liabilities				73,628							61,071

	Shareholders' Equity			28,446							28,221

Total Liabilities and Shareholders' Equity				364,981							318,819

Net Interest Income								$	3,643						$	3,951

Net Interest Margin						4.35	%						5.38	%

Average Daily Balance Sheets
(Dollars in thousands, except percentages)

			Six Months Ended,
			June 30, 2003							June 30, 2002
			Average Balance			Yield/ Rate		Interest Amount		Average Balance			Yield/ Rate		Interest Amount
Assets
Earning—Assets:
	Short-Term Investments:
	Federal Funds Sold		$	17,013		1.19	%	$	100	$	5,238		1.62	%	$	42

Investment Securities:
	Taxable			109,838		4.34	%		2,365		90,466		5.62	%		2,523
	Non-Taxable			1,999		4.44	%		44		1,731		4.19	%		36

Total				111,837		4.34	%		2,409		92,197		5.60	%		2,559
Loans and Leases(2)				206,214		7.67	%		7,841		191,297		7.74	%		7,347

Total Earning Assets				335,064		6.23	%		10,350		288,732		6.95	%		9,948
Allowance for Possible
	Loan Losses			(6,254	)						(5,682	)
Non Earning Assets:
	Cash and due from banks			14,737							13,857
	Premises and Equipment			6,681							6,831
	Other			13,577							10,896

Total Non-Earning Assets				34,995							31,584

Total Assets			$	363,805						$	314,634

Liabilities and Shareholders' Equity
Interest-Bearing Liabilities:
	Demand, Savings and Money Market		$	125,986		0.73	%	$	456	$	120,460		1.04	%	$	622
	Time Certificates			109,595		3.19	%		1,732		90,145		3.26	%		1,456
	Other Interest-Bearing Liabilities			26,364		4.40	%		575		13,909		3.77	%		260

Total Interest-Bearing Liabilities				261,945		2.13	%		2,763		224,514		2.10	%		2,338

Noninterest-Bearing
	Liabilities:
		Demand		68,221							58,465
		Other Liabilities		5,104							3,718

Total Noninterest-Bearing Liabilities				73,325							62,183

	Shareholders' Equity			28,535							27,937

Total Liabilities and Shareholders' Equity				363,805							314,634

Net Interest Income								$	7,587						$	7,610

Net Interest Margin						4.52	%						5.27	%

The Company's net interest margin was 4.35% for the three months ended June 30, 2003 a decrease from 5.38% at June 30, 2002. For the six months ended June 30, 2003, the net interest margin was 4.52% compared to 5.27% for the comparable period in 2002. The Company has been impacted by the repricing characteristics of certain assets in this decreasing interest rate environment. Additionally,

the Company was impacted due to the composition of its earning assets. Securities increased by a larger percentage than loans year-over-year, but were more heavily impacted by the decreasing rate environment, with the yield on securities decreasing from 5.60% to 4.34%.

The Company's primary source of income is interest and fees on loans and leases. The three and six-month average outstanding loans and leases at June 30, 2003 were up $9,487,000, or 4.9%, and $14,917,000, or 7.8%, respectively, over the comparable three and six-month periods in 2002. The increase in average outstanding loans and leases is reflective of the Bank's marketing efforts and the Bank's expansion into Placer County. Although the Bank experienced a decrease in yield, interest and fees increased from the same period last year due to the significant increase in average loans and leases. The decreasing yield was primarily the result of a declining interest rate environment and the increase in competitive pressure to acquire and retain quality customers. The decline in average yields is also in part the result of obtaining business under a stringent credit underwriting process.

The three and six month average interest-bearing deposits at June 30, 2003 were $235,755,000 and $235,581,000, respectively, compared to $210,093,000 and $210,605,000, respectively, for the same periods in 2002. Considering the increase in average interest-bearing deposits, the increase in interest expense on deposits was lessened by the decrease in rates paid, resulting from the declining interest rate environment. The average rate paid on interest-bearing deposits fell from 1.90% for the three months ended June 30, 2002 to 1.83% for the three months ended June 30, 2003. For the six months ended June 30, 2003, the average rate paid on interest-bearing deposits was 1.86%, compared to 1.97% for the same period in 2002.

The Company experienced an increase in total interest expense of 16.5%, or $194,000, for the three-month period ended June 30, 2003, in comparison to the same three-month period for 2002. For the six-month period ended June 30, 2003, the Company experienced an increase in total interest expense of $425,000, or 18.2%, compared to the same period in 2002. The primary component of the increase in total interest expense was the result of the issuance of trust preferred securities during the fourth quarter of 2002. The Bank continues to monitor its cost of funds.

Noninterest Income

The Company experienced an increase in total noninterest income of $197,000, or 16.2%, for the six-month period ended June 30, 2003 versus the same period in 2002. For the three-month period ended June 30, 2003, the Company experienced a decline in noninterest income of $23,000, or 3.7%, compared to the same period in 2002. The six-month period increase over the same period in the prior year is primarily due to a nonrecurring gain on the sale of Other Real Estate of $108,000. Total noninterest income consists principally of service charges on deposit accounts, loan servicing fees, brokered loan fees, and other noninterest income.

Service charge income on deposit accounts showed an increase of $16,000, or 4.0%, for the three-month period ended June 30, 2003 and an increase of $6,000, or 0.9%, for the six-month period ended June 30, 2003, compared to the same periods in 2002. Income derived from service charges on deposit accounts was $414,000 and $704,000, respectively, for the three and six-month periods ended June 30, 2003, compared to $398,000 and $698,000, respectively, for the comparable periods in 2002.

Loan service fee income for the three-month period ended June 30, 2003 increased $2,000, or 8.7%, but decreased $25,000, or 15.8%, for the six-month period ended June 30, 2003 in comparison to the same periods in 2002. The decrease is attributable to normal principal amortization on serviced loans, loan payoffs, and fewer originations of "servicing retained" brokered and sold loans.

Income from brokered loan fees for the three months ended June 30, 2003 increased $30,000, or 88.2%, and increased $67,000, or 109.8%, for the six months ended June 30, 2003 in comparison to the same periods in 2002. The increases are predominantly due to the steady demand in the refinance market.

Noninterest Expense

During the three and six-month periods ended June 30, 2003, the Company experienced decreases of $146,000, or 4.7%, and $60,000, or 1.0%, in total noninterest expense from the three and six-month periods ended June 30, 2002. Total noninterest expense stood at $2,992,000 and $6,012,000, respectively, for the three and six-month periods ended June 30, 2003 compared to $3,138,000 and $6,072,000, respectively, for the same periods ended June 30, 2002. Noninterest expenses consist of salaries and employee benefits, occupancy, furniture and equipment expense, legal and professional fees, telephone expense, and other general and administrative operating expenses.

Salaries and employee benefits decreased $101,000, or 5.7%, and $59,000, or 1.7%, respectively, for the three and six-month periods ended June 30, 2003, over the same periods in 2002. Salaries and employee benefits for the three and six-month periods ended June 30, 2003 were $1,673,000 and $3,393,000, respectively, compared to $1,774,000 and $3,452,000, respectively, for the same periods in 2002.

Collectively, occupancy and furniture and equipment expenses increased $13,000, or 2.5%, and $17,000, or 1.6%, respectively, for the three and six-month periods ended June 30, 2003, over the same periods in 2002. These two categories stood jointly at $542,000 and $1,061,000, respectively, for the three and six-month periods ended June 30, 2003, compared to $529,000 and $1,044,000, respectively, for the same periods ended June 30, 2002.

Other noninterest expense decreased from $835,000 and $1,576,000, respectively, for the three and six months ended in June 30, 2002 to $777,000 and $1,558,000, respectively, for the three and six months ended in June 30, 2003. The components of other noninterest expense are illustrated in the table below.

Other Operating and Administrative Expenses
(Dollars in thousands)

		Three-months ended June 30, 2003		Three-months ended June 30, 2002		Six-months ended June 30, 2003		Six-months ended June 30, 2002
Legal & Professional Fees		$	134	$	176	$	251	$	295
Telephone Expense			63		68		122		133
Stationery & Supplies			57		52		123		102
Courier Expense			53		42		101		84
Director Fees			59		63		112		126
Stockholders Expense			54		35		100		65
Insurance			57		83		107		134
Other			300		316		642		637

	Total	$	777	$	835	$	1,558	$	1,576

Legal and professional fees consisted primarily of outside legal counsel, independent accountants, and consultants. The overall decrease in total noninterest expense, as well as other noninterest expense, is primarily due to management's focus on efficiency and cost management.

Provision for Income Taxes

Applicable income taxes for the three and six-months ended June 30, 2003, were $430,000 and $1,057,000, respectively. This compares to $471,000 and $899,000 for the three and six-month periods ended June 30, 2002, respectively. The Company's effective tax rate was 34.5% and 35.5% for the three

and six-month periods ended June 30, 2003, respectively, compared to 36.7% and 36.6%, for the three and six months ended June 30, 2002, respectively.

LIQUIDITY

The need for liquidity in a banking institution arises principally to provide for deposit withdrawals, the credit needs of its customers, and to take advantage of investment opportunities. A banking institution may achieve desired liquidity from both assets and liabilities. The Company considers cash and deposits held in other banks, federal funds sold, other short-term investments, maturing loans and investments, receipts of principal and interest on loans, investments available-for-sale, and potential loan sales as sources of asset liquidity. Deposit growth, access to credit lines established with correspondent banks and market sources of funds are considered by the Company as sources of liability liquidity.

Historically, during the first half of each year the Bank experiences excess liquidity. The Bank's seasonal agricultural and construction loan demand, which typically occurs each year from early June through late October, tends to absorb excess liquidity and usually results in a net borrowed position during that time frame.

The Bank's short-term liquid assets consist of cash and due from banks, federal funds sold, and investment securities with maturities of one year or less (exclusive of pledged securities). Irrespective of maturity, U.S. Government and Agency securities qualify as collateral for borrowings at the Federal Home Loan Bank ("FHLB"), Federal Reserve Bank, and with broker-dealers.

In order to fund its liquidity needs, the Bank maintains formal and informal borrowing arrangements with the Federal Reserve Bank to meet unforeseen deposit outflows or seasonal loan funding demands. The Bank has also entered an agreement to borrow funds from the FHLB secured by U.S. Government and Agency obligations in the Bank's investment portfolio. As of June 30, 2003, the Bank had $22,370,000 outstanding on these lines. There were FHLB borrowings outstanding of $15,000,000 at December 31, 2002, as well as June 30, 2002. Also, during the fourth quarter of 2002, CIB Capital Trust issued 10,000 of its Floating Rate Trust Preferred Securities with a liquidation amount of $1,000 per security for gross proceeds of $10,000,000.

The Bank monitors its credit facility availability and unencumbered qualifying collateral in conjunction with its asset and liability management process. Policy limits are established and monitored for maximum borrowings and minimum contingency liquidity levels.

Management believes the Company maintains adequate amounts of liquidity to meet its needs.

CAPITAL RESOURCES

CIB and the Bank are subject to respective Federal Reserve Board ("FRB") and Federal Deposit Insurance Corporation ("FDIC") regulations governing capital adequacy. These regulations are intended to reflect the degree of risk associated with both on and off balance sheet items. Financial institutions are expected to comply with a minimum ratio of qualifying total capital to risk-weighted assets of 8.0%. At least half of the qualifying total capital must be in Tier 1 Capital, as defined by the regulations. Federal regulatory agencies have also adopted a minimum leverage ratio of 4.0%, which is intended to supplement the risk-based capital requirements and to ensure that all financial institutions continue to maintain a minimum level of core capital. Under applicable regulatory guidance, the amount of trust preferred securities that is eligible as Tier I capital is limited to twenty-five percent of the Company's Tier I capital on a pro forma basis. At June 30, 2003, $9,005,000 of the Trust Preferred Securities qualified as Tier I capital, and the remaining $995,000 as Tier II capital.

Total shareholders' equity on June 30, 2003 decreased by $1,042,000, or 3.6%, to $28,014,000 from December 31, 2002 total shareholders' equity of $29,056,000. The decrease is attributed to a decrease

in other comprehensive income, net of tax, of $156,000 associated with the market value adjustment on the Company's Available-for-Sale securities, cash dividends paid in the amount of $535,000 and the repurchase of common stock of $2,361,000. These decreases to shareholders' equity were offset by net income of $1,924,000 during the first six months of 2003, and exercised options of $86,000. As can be seen by the following table, the Company and Bank exceeded all minimum regulatory capital ratio guidelines at June 30, 2003.

		June 30, 2003
		Amount		Ratio
Tier I Leverage Ratio:
	California Independent Bancorp and Subsidiaries	$	36,020	9.87	%
	Minimum regulatory requirement	$	14,603	4.0	%
	Feather River State Bank	$	31,618	8.67	%
	Minimum requirement for "Well Capitalized" institution	$	18,228	5.0	%
	Minimum regulatory requirement	$	14,583	4.0	%
Tier I Risked Based Capital:
	California Independent Bancorp and Subsidiaries	$	36,020	13.26	%
	Minimum regulatory requirement	$	10,868	4.0	%
	Feather River State Bank	$	31,618	11.65	%
	Minimum requirement for "Well Capitalized" institution	$	16,282	6.0	%
	Minimum regulatory requirement	$	10,855	4.0	%
Total Risk-Based Capital:
	California Independent Bancorp and Subsidiaries	$	40,443	14.89	%
	Minimum regulatory requirement	$	21,735	8.0	%
	Feather River State Bank	$	35,042	12.91	%
	Minimum requirement for "Well Capitalized" institution	$	27,137	10.0	%
	Minimum regulatory requirement	$	21,710	8.0	%

On November 13, 2001, CIB's Board of Directors approved a plan to repurchase, as conditions warrant, up to 5% of CIB's common stock on the open market. The duration of the plan is open-ended and the timing of the purchases is dependent on market conditions. In addition, CIB has purchased shares in privately negotiated transactions. During the first six months of 2003, CIB repurchased in open market and private transactions 83,384 of its own common stock at a weighted average purchase price of $28.31 per share.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

INTEREST RATE SENSITIVITY

Interest rate sensitivity is the relationship between market interest rates and net interest income ("NII") due to the repricing characteristics of assets and liabilities. As interest rates change, interest income and expense also change, thereby changing NII. If more liabilities reprice than assets in a given period, a liability sensitive position is created. If interest rates decline, a liability sensitive position will benefit NII. Alternatively, where assets reprice more quickly than liabilities in a given period (an asset sensitive position), a decline in market rates will have an adverse effect on NII.

Asset and liability management encompasses an analysis of market risk, the control of interest rate risk (interest sensitivity management), and the ongoing maintenance and planning of liquidity and

capital. The composition of the Company's Balance Sheet is planned and monitored by the Asset and Liability Committee ("ALCO"), a committee comprised of the Bank's executive management. The primary tool used by the ALCO to measure and manage interest rate exposure is a simulation model. Use of the model to perform simulations reflecting changes in interest rates over one and two-year time horizons have enabled Management to develop and initiate strategies for managing exposure to interest rate risks. The ALCO believes that, both individually and in the aggregate, its modeling assumptions are reasonable, but the complexity of the simulation modeling process results in a sophisticated estimate, not an absolutely precise calculation of exposure.

The simulation model captures the impact of changing interest rates on the interest income received and interest expense paid on all assets and liabilities reflected on the Company's Consolidated Balance Sheet as well as for off balance sheet financial instruments. This sensitivity analysis is compared to the ALCO policy limits that specify a maximum tolerance level for NII exposure over a one-year horizon, assuming no balance sheet growth, given both a 200 basis point ("bp") upward and downward shift in interest rates. A parallel shift in rate, pro-rated over a 12-month period is assumed. The Bank's policy limit threshold is that NII exposure shall not exceed 10% of estimated NII over the next 12 months.

The preceding sensitivity analysis does not represent a Company forecast and should not be relied upon as being indicative of future operating results. These hypothetical estimates are based on numerous assumptions, including the nature and timing of interest rate levels including yield curve shape, repayments on loans, leases, and securities, deposit rates, pricing decisions on loans and deposits, reinvestment and replacement of assets and liability cash flows, and others. While assumptions are developed based upon current economic and local market conditions, the Company cannot make any assurances as to the predictive nature of these assumptions, including how customer preferences or competitor influences might change. Also, as market conditions vary from those assumed in the sensitivity analysis, actual results will also differ due to prepayment and refinancing levels deviating from those assumed, the varying impact of interest rate change caps or floors on adjustable rate assets, the potential effect of changing debt service levels on customers with adjustable rate loans, depositor early withdrawals and product preference changes, and other internal and external variables. Furthermore, the sensitivity analysis does not reflect actions that the ALCO might take in responding to or anticipating changes in interest rates.

MARKET RISK

Market risk is the risk of loss in a financial instrument arising from adverse changes in market rates and prices such as interest rates, foreign currency exchange rates, commodity prices, and equity prices. The Company's primary market risk exposure is interest rate risk. The continuous monitoring and management of this risk is an important component of the Company's asset and liability management process, which is governed by policies established by its Board of Directors, which are reviewed and approved annually. The Board of Directors delegates responsibility for carrying out the asset and liability management policies to the ALCO. In this capacity, Management develops guidelines and strategies impacting the Company's asset and liability management related activities based upon estimated market risk sensitivity, policy limits, and overall market interest rate levels and trends.

In Management's opinion, the Company's market risk and interest rate risk profiles are within reasonable tolerances at this time. No significant changes to the market risk or interest rate risk positions of the Company have occurred since December 31, 2002.

ITEM 4. DISCLOSURE CONTROLS AND PROCEDURES

Within the 90 days prior to the date of this Form 10-Q, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the

Company's President and Chief Executive Officer along with the Company's Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based upon that evaluation, the Company's President and Chief Executive Officer along with the Company's Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective in timely alerting them to material information relating to the Company (including its consolidated subsidiaries) required to be included in this Form 10-Q.

There have been no significant changes in the Company's internal controls or in other factors, which could significantly affect internal controls subsequent to the date the Company carried out its evaluation.

PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

During the normal course of business, CIB and the Bank are involved in certain litigation arising in the ordinary course of business. Based on current information, CIB does not believe that the current litigation involving the Bank or CIB will have an adverse effect on the either CIB or the Bank.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.

No changes.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

Not applicable.

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

California Independent Bancorp's Annual Meeting of Shareholders was held on May 20, 2003, in Yuba City, California. The following resolutions were voted upon and approved by the shareholders:

The election of the following nine (9) nominees to serve as directors until the next Annual Meeting and until their successors are elected and have been qualified:

	For	Against	Abstain
John L. Dowdell	1,392,722	—	145,492
Harold M. Eastridge	1,429,441	—	108,773
William H. Gilbert	1,441,049	—	97,165
John I. Jelavich	1,492,704	—	45,510
Donald H. Livingstone	1,392,677	—	145,537
Alfred G. Montna	1,489,834	—	48,380
David A. Offutt	1,478,578	—	59,636
William K. Retzer	1,431,967	—	106,247
Michael C. Wheeler	1,442,070	—	96,144

To ratify the appointment of Perry-Smith LLP as the Company's independent public accountants:

Vote	For	1,503,499
	Against	26,808
	Abstained	7,907

ITEM 5. OTHER INFORMATION.

Based on the closing value for a share of Humboldt Bancorp as of the date of the merger agreement, the transaction is valued at approximately $80 million, or $35.50 per share of the Company. Company shareholders may elect to exchange each share held for cash or stock, although elections may be subject to proration if the results of all shareholders' elections differ from Humboldt's targeted stock-cash split of 60%-40%. The aggregate cash consideration will be approximately $32 million, or 40% of the total consideration, and a total of approximately 3.28 million shares of Humboldt common stock will be issued, representing 60% of the total consideration.

The consideration Company shareholders will be entitled to receive in exchange for their shares will depend on the average price of Humboldt common stock during a defined 20-trading day period prior to closing. If the average closing price of Humboldt common stock during the defined period is greater than $14.12 and less than $15.30 per share, a Company shareholder will be entitled to receive, in exchange for a share of common stock of the Company, $35.50 in cash or a number of shares of Humboldt common stock with a value of $35.50 based on the Humboldt average closing price during the defined period. If the average closing price of Humboldt common stock during the defined period is $14.12 or lower, then a Company shareholder will be entitled to receive, in exchange for a share of Company common stock, cash in an amount, or a number of shares of Humboldt common stock with a value, based on Humboldt's average closing price, equal to the sum of $14.20 and the value of 1.5085 shares of Humboldt common stock based on Humboldt's average closing price, which sum will be less than $35.50. However, if the average price of Humboldt common stock declines disproportionately on an absolute basis and compared to the NASDAQ Bank Index, Humboldt may adjust the consideration a Company shareholder would be entitled to receive and, if it does not, the Company may elect to terminate the merger agreement. If the average closing price of Humboldt common stock during the defined period is $15.30 or higher, a Company shareholder will be entitled to receive, in exchange for a share of common stock of the Company, cash in an amount, or a number of shares of Humboldt common stock with a value, based on Humboldt's average closing price, equal to the sum of $14.20 and the value of 1.3922 shares of Humboldt common stock based on Humboldt's average closing price, which sum will be more than $35.50. Accordingly, the final percentage of the aggregate stock consideration may vary slightly above or below 60% of the total.

Subject to receipt of regulatory and shareholder approval, CIB expects this transaction will be completed during the first quarter of 2004.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8K.

(a): Exhibits.

Exhibit No.
31.1		Certification by the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
31.2		Certification by the Principal Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
32		Certification by the Principal Executive and Financial Officers Pursuant to Section 906 of the Sarbanes-Oxley Act

(b): Reports on Form 8K.

On April 17, 2003, the Company filed a Current Report on Form 8-K, regarding first quarter results for 2003 and 2002.

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.


		CALIFORNIA INDEPENDENT BANCORP
Date: August 8, 2003		/s/ JOHN I. JELAVICH John I. Jelavich President and Chief Executive Officer (Principal Executive Officer)
Date: August 8, 2003		/s/ KEVIN R. WATSON Kevin R. Watson Chief Financial Officer and Corporate Secretary (Principal Financial and Accounting Officer)