UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549FORM 10-Q [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2010 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number:000-50332  PREMIERWEST BANCORP(Exact name of registrant as specified in its charter) Oregon
     93-1282171(State or other jurisdiction of
     (I.R.S. Employerincorporation or organization)
     Identification No.)
  503 Airport Road  Suite 101 
Medford, Oregon 97504(Address of principal executive offices) (Zip Code) (541) 618-6003(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  ̈ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).Yes  ̈No  ̈ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act.     Large accelerated filer  ̈      Accelerated filer x      Non-accelerated filer  ̈      Smaller Reporting Company  ̈ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ̈  No x The number of shares outstanding of Registrant's common stock as of August 6, 2010 was 100,348,303.


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Form 10-QTable of ContentsPart I FINANCIAL INFORMATIONItem 1. Financial Statements
     2Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
     21Item 3. Quantitative and Qualitative Disclosures About Market Risk
     33Item 4. Controls and Procedures
     33Part II OTHER INFORMATIONItem 1. Legal Proceedings
     34Item 1A. Risk Factors
     34Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
     36Item 3. Defaults Upon Senior Securities
     36Item 4. Removed and Reserved
     36Item 5. Other Information
     36Item 6. Exhibits
     37SIGNATURES
     37




1


---





PART I. FINANCIAL INFORMATIONITEM 1. FINANCIAL STATEMENTS

PREMIERWEST BANCORP AND SUBSIDIARYCONSOLIDATED BALANCE SHEETS(Dollars in 000s)(UNAUDITED)

ASSETSJune 30,
     
     
     
     December 31,
     
     
     
     June 30,2010
     
     
     
     2009
     
     
     
     2009Cash and cash equivalents:Cash and due from banks
     $
     30,573
     
     
     $
     33,092
     
     
     $
     34,822Federal funds sold
     
     77,785
     
     
     
     69,855
     
     
     
     33,350Interest-bearing deposits
     
     7,174
     
     
     
     168
     
     
     
     155Total cash and cash equivalents
     
     115,532
     
     
     
     103,115
     
     
     
     68,327Interest-bearing certificates of deposit (original maturities greater than 90 days)
     
     12,150
     
     
     
     50,650
     
     
     
     10,650Investments:Investment securities available-for-sale, at fair market value
     
     150,748
     
     
     
     114,937
     
     
     
     173Investment securities held-to-maturity, at amortized cost(fair value of $27,170 at 6/30/10, $43,536 at 12/31/09,and $35,178 at 6/30/09)
     
     26,302
     
     
     
     43,384
     
     
     
     35,076Investment securities - Community Reinvestment Act
     
     4,000
     
     
     
     4,000
     
     
     
     4,000Restricted equity securities
     
     3,586
     
     
     
     3,643
     
     
     
     3,643Total investments
     
     184,636
     
     
     
     165,964
     
     
     
     42,892Mortgage loans held-for-sale
     
     1,188
     
     
     
     1,731
     
     
     
     1,097Loans, net of deferred loan fees
     
     1,090,883
     
     
     
     1,148,127
     
     
     
     1,199,776Allowance for loan losses
     
     (43,917
     )
     
     
     (45,903
     )
     
     
     (40,300
     )Loans, net
     
     1,046,966
     
     
     
     1,102,224
     
     
     
     1,159,476Premises and equipment, net of accumulated depreciation and amortization
     
     47,167
     
     
     
     47,812
     
     
     
     46,629Core deposit intangibles, net of amortization
     
     2,968
     
     
     
     3,448
     
     
     
     2,095Goodwill
     
     -
     
     
     
     -
     
     
     
     70,437Other real estate owned and foreclosed assets
     
     15,084
     
     
     
     24,748
     
     
     
     14,588Accrued interest and other assets
     
     35,202
     
     
     
     36,622
     
     
     
     61,849TOTAL ASSETS
     $
     1,460,893
     
     
     $
     1,536,314
     
     
     $
     1,478,040LIABILITIES AND SHAREHOLDERS' EQUITYLIABILITIESDeposits:Demand
     $
     244,315
     
     
     $
     256,167
     
     
     $
     244,083Interest-bearing demand and savings
     
     481,726
     
     
     
     520,719
     
     
     
     434,331Time $100,000 or greater
     
     223,662
     
     
     
     221,941
     
     
     
     174,199Time less than $100,000
     
     363,798
     
     
     
     421,935
     
     
     
     396,158Total deposits
     
     1,313,501
     
     
     
     1,420,762
     
     
     
     1,248,771Federal Home Loan Bank borrowings
     
     25
     
     
     
     28
     
     
     
     32Junior subordinated debentures
     
     30,928
     
     
     
     30,928
     
     
     
     30,928Accrued interest and other liabilities
     
     15,279
     
     
     
     13,061
     
     
     
     12,289Total liabilities
     
     1,359,733
     
     
     
     1,464,779
     
     
     
     1,292,020COMMITMENTS AND CONTINGENCIES (Note 12)SHAREHOLDERS' EQUITYSeries B Preferred Stock, net of unamortized discount,no par value (liquidation preference $1,000 per share), 41,400 sharesauthorized, issued and outstanding (41,400 at 12/31/09 and 6/30/09)
     
     39,753
     
     
     
     39,561
     
     
     
     39,368Common stock - no par value; 150,000,000 shares authorized;100,348,303 shares issued and outstanding(24,771,928 at 12/31/09 and 24,766,928 at 6/30/09)
     
     208,155
     
     
     
     175,449
     
     
     
     175,225Accumulated deficit
     
     (150,075
     )
     
     
     (144,710
     )
     
     
     (28,600
     )Accumulated other comprehensive income
     
     3,327
     
     
     
     1,235
     
     
     
     27Total shareholders' equity
     
     101,160
     
     
     
     71,535
     
     
     
     186,020TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
     $
     1,460,893
     
     
     $
     1,536,314
     
     
     $
     1,478,040
  See accompanying notes. 2


---





PREMIERWEST BANCORP AND SUBSIDIARYCONSOLIDATED STATEMENTS OF OPERATIONS(Dollars in 000s, Except for Loss per Share Data)(UNAUDITED)

For the Three Months Ended
     
     
     
     For the Six Months EndedJune 30,
     
     
     
     June 30,
     
     
     
     June 30,
     
     
     
     June 30,2010
     
     
     
     2009
     
     
     
     2010
     
     
     
     2009INTEREST AND DIVIDEND INCOMEInterest and fees on loans
     $
     16,366
     
     
     $
     18,843
     
     
     $
     33,197
     
     
     $
     38,570Interest on investments:Taxable
     
     1,170
     
     
     
     287
     
     
     
     2,365
     
     
     
     562Nontaxable
     
     51
     
     
     
     30
     
     
     
     102
     
     
     
     58Interest on federal funds sold
     
     43
     
     
     
     37
     
     
     
     73
     
     
     
     54Other interest and dividends
     
     27
     
     
     
     18
     
     
     
     98
     
     
     
     18Total interest and dividend income
     
     17,657
     
     
     
     19,215
     
     
     
     35,835
     
     
     
     39,262INTEREST EXPENSEDeposits:Interest-bearing demand and savings
     
     620
     
     
     
     1,028
     
     
     
     1,368
     
     
     
     2,074Time
     
     1,991
     
     
     
     3,443
     
     
     
     4,138
     
     
     
     7,582Federal funds purchased
     
     -
     
     
     
     -
     
     
     
     -
     
     
     
     14Federal Home Loan Bank advances
     
     1
     
     
     
     -
     
     
     
     1
     
     
     
     18Junior subordinated debentures
     
     216
     
     
     
     449
     
     
     
     672
     
     
     
     898Total interest expense
     
     2,828
     
     
     
     4,920
     
     
     
     6,179
     
     
     
     10,586Net interest income
     
     14,829
     
     
     
     14,295
     
     
     
     29,656
     
     
     
     28,676LOAN LOSS PROVISION
     
     2,350
     
     
     
     50,390
     
     
     
     8,450
     
     
     
     61,090Net interest income (loss)after loan loss provision
     
     12,479
     
     
     
     (36,095
     )
     
     
     21,206
     
     
     
     (32,414
     )NON-INTEREST INCOMEService charges on deposits accounts
     
     1,060
     
     
     
     1,355
     
     
     
     2,095
     
     
     
     2,607Mortgage banking fees
     
     50
     
     
     
     227
     
     
     
     181
     
     
     
     389Investment brokerage and annuity fees
     
     359
     
     
     
     317
     
     
     
     707
     
     
     
     590Other commissions and fees
     
     732
     
     
     
     637
     
     
     
     1,454
     
     
     
     1,223Other non-interest income
     
     244
     
     
     
     263
     
     
     
     725
     
     
     
     504Total non-interest income
     
     2,445
     
     
     
     2,799
     
     
     
     5,162
     
     
     
     5,313NON-INTEREST EXPENSESalaries and employee benefits
     
     6,942
     
     
     
     7,078
     
     
     
     13,962
     
     
     
     14,124Net occupancy and equipment
     
     2,021
     
     
     
     1,819
     
     
     
     3,925
     
     
     
     3,697FDIC and state assessments
     
     1,152
     
     
     
     1,138
     
     
     
     2,364
     
     
     
     1,739Communications
     
     498
     
     
     
     499
     
     
     
     1,019
     
     
     
     1,001Professional fees
     
     589
     
     
     
     432
     
     
     
     1,330
     
     
     
     1,100Advertising
     
     222
     
     
     
     255
     
     
     
     396
     
     
     
     449Net cost of operations of other real estate ownedand foreclosed assets
     
     2,373
     
     
     
     141
     
     
     
     2,965
     
     
     
     141Other non-interest expense
     
     2,554
     
     
     
     2,077
     
     
     
     4,525
     
     
     
     3,825Total non-interest expense
     
     16,351
     
     
     
     13,439
     
     
     
     30,486
     
     
     
     26,076LOSS BEFORE BENEFIT FOR INCOME TAXES
     
     (1,427
     )
     
     
     (46,735
     )
     
     
     (4,118
     )
     
     
     (53,177
     )BENEFIT FOR INCOME TAXES
     
     -
     
     
     
     (18,750
     )
     
     
     -
     
     
     
     (21,585
     )NET LOSS
     
     (1,427
     )
     
     
     (27,985
     )
     
     
     (4,118
     )
     
     
     (31,592
     )PREFERRED STOCK DIVIDENDS AND DISCOUNT ACCRETION
     
     636
     
     
     
     614
     
     
     
     1,247
     
     
     
     941NET LOSS AVAILABLE TO COMMON SHAREHOLDERS
     $
     (2,063
     )
     
     $
     (28,599
     )
     
     $
     (5,365
     )
     
     $
     (32,533
     )LOSS PER COMMON SHARE:BASIC
     $
     (0.02
     )
     
     $
     (1.15
     )
     
     $
     (0.08
     )
     
     $
     (1.32
     )DILUTED
     $
     (0.02
     )
     
     $
     (1.15
     )
     
     $
     (0.08
     )
     
     $
     (1.32
     )See accompanying notes.
  3


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PREMIERWEST BANCORP AND SUBSIDIARYCONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITYAND COMPREHENSIVE LOSS(Dollars in 000s, Except Share Amounts)

Retained
     
     
     
     AccumulatedPreferred Stock
     
     Common Stock
     
     
     Earnings
     
     
     
     Other
     
     
     
     Total(Accumulated
     
     
     
     Comprehensive
     
     
     
     Shareholders'
     
     
     
     ComprehensiveShares
     
     
     Amount
     
     Shares
     
     
     Amount
     
     
     Deficit)
     
     
     
     Income
     
     
     
     Equity
     
     
     
     LossBALANCE - DECEMBER 31, 2008
     -
     
     $
     -
     
     23,574,351
     
     $
     168,032
     
     $
     8,913
     
     
     $
     39
     
     
     $
     176,984Comprehensive loss:Net loss
     -
     
     
     -
     
     -
     
     
     -
     
     
     (146,472
     )
     
     
     -
     
     
     
     (146,472
     )
     
     $
     (146,472
     )Other comprehensive income -Change in fair value ofsecurities available-for-sale
     -
     
     
     -
     
     -
     
     
     -
     
     
     -
     
     
     
     787
     
     
     
     787
     
     
     
     787Amortization of unrealizedgains for investment securitiestransferred to held-to-maturity
     -
     
     
     -
     
     -
     
     
     -
     
     
     -
     
     
     
     409
     
     
     
     409
     
     
     
     409Comprehensive loss
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     $
     (145,276
     )Preferred stock dividend paid
     -
     
     
     -
     
     -
     
     
     -
     
     
     (1,047
     )
     
     
     -
     
     
     
     (1,047
     )Preferred stock dividend accrued
     -
     
     
     -
     
     -
     
     
     -
     
     
     (784
     )
     
     
     -
     
     
     
     (784
     )Common stock dividend (5%)
     -
     
     
     -
     
     1,178,711
     
     
     4,741
     
     
     (4,741
     )
     
     
     -
     
     
     
     -Common stock cash dividend
     -
     
     
     -
     
     -
     
     
     -
     
     
     (236
     )
     
     
     -
     
     
     
     (236
     )Cash paid for fractional shares
     -
     
     
     -
     
     -
     
     
     -
     
     
     (3
     )
     
     
     -
     
     
     
     (3
     )Stock-based compensation expense
     -
     
     
     -
     
     -
     
     
     448
     
     
     -
     
     
     
     -
     
     
     
     448Stock options exercised and issuance ofrestricted stock
     -
     
     
     -
     
     18,866
     
     
     49
     
     
     -
     
     
     
     -
     
     
     
     49Issuance of Series B preferred stock toU.S. Treasury, and accretion of discount
     41,400
     
     
     39,561
     
     -
     
     
     -
     
     
     (340
     )
     
     
     -
     
     
     
     39,221Issuance of warrant to U.S. Treasury
     -
     
     
     -
     
     -
     
     
     2,179
     
     
     -
     
     
     
     -
     
     
     
     2,179BALANCE - December 31, 2009
     41,400
     
     
     39,561
     
     24,771,928
     
     
     175,449
     
     
     (144,710
     )
     
     
     1,235
     
     
     
     71,535Comprehensive loss:Net loss
     -
     
     
     -
     
     -
     
     
     -
     
     
     (4,118
     )
     
     
     -
     
     
     
     (4,118
     )
     
     $
     (4,118
     )Other comprehensive income -Change in fair value ofsecurities available-for-sale
     -
     
     
     -
     
     -
     
     
     -
     
     
     -
     
     
     
     2,094
     
     
     
     2,094
     
     
     
     2,094Amortization of unrealizedgains for investment securitiestransferred to held-to-maturity
     -
     
     
     -
     
     -
     
     
     -
     
     
     -
     
     
     
     (2
     )
     
     
     (2
     )
     
     
     (2
     )Comprehensive loss
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     $
     (2,026
     )Preferred stock dividend accrued
     -
     
     
     -
     
     -
     
     
     -
     
     
     (1,055
     )
     
     
     -
     
     
     
     (1,055
     )Stock offering
     -
     
     
     -
     
     75,576,375
     
     
     32,506
     
     
     -
     
     
     
     -
     
     
     
     32,506Stock-based compensation expense
     -
     
     
     -
     
     -
     
     
     200
     
     
     -
     
     
     
     -
     
     
     
     200Accretion of discount from Series B preferredstock
     -
     
     
     192
     
     -
     
     
     -
     
     
     (192
     )
     
     
     -
     
     
     
     -BALANCE - June 30, 2010
     41,400
     
     $
     39,753
     
     100,348,303
     
     $
     208,155
     
     $
     (150,075
     )
     
     $
     3,327
     
     
     $
     101,160
  See accompanying notes. 4


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PREMIERWEST BANCORP AND SUBSIDIARYCONSOLIDATED STATEMENTS OF CASH FLOWS(Dollars in 000s)

For The Six Months EndedJune 30,
     
     
     
     June 30,2010
     
     
     
     2009CASH FLOWS FROM OPERATING ACTIVITIES:Net loss
     $
     (4,118
     )
     
     $
     (31,592
     )Adjustments to reconcile net loss to net cash from operating activities:Depreciation and amortization
     
     1,959
     
     
     
     1,890Loan loss provision
     
     8,450
     
     
     
     61,090Deferred income taxes
     
     -
     
     
     
     (12,947
     )Amortization of premiums and accretion of discounts on investment securities, net
     
     1,007
     
     
     
     147Gain on sale of invesments
     
     (296
     )
     
     
     -Funding of loans held-for-sale
     
     (9,098
     )
     
     
     (21,033
     )Sale of loans held-for-sale
     
     9,821
     
     
     
     20,633Gain on sale of loans held-for-sale
     
     (180
     )
     
     
     (389
     )Change in BOLI value (net of benefit obligations)
     
     (275
     )
     
     
     (350
     )Stock-based compensation expense
     
     200
     
     
     
     224Loss on sales of premises and equipment
     
     396
     
     
     
     141Gain on sale of other real estate owned and foreclosed assets
     
     (1,463
     )
     
     
     (38
     )Write down of other real estate owned due to impairment
     
     3,095
     
     
     
     187Write down of low income housing tax credit investment
     
     82
     
     
     
     76Changes in accrued interest receivable/payable and other assets/liabilities
     
     3,063
     
     
     
     (5,982
     )Net cash provided by operating activities
     
     12,643
     
     
     
     12,057CASH FLOWS FROM INVESTING ACTIVITIES:Net investment in interest-bearing certificates of deposit
     
     38,500
     
     
     
     (10,452
     )Purchase of investment securities available-for-sale
     
     (105,128
     )
     
     
     -Proceeds from principal payments received on securities available-for-sale
     
     10,528
     
     
     
     16Proceeds from sale of securities available-for-sale
     
     60,238
     
     
     
     -Purchase of investment securities held-to-maturity
     
     -
     
     
     
     (14,787
     )Proceeds from principal payments received on securities held-to-maturity
     
     649
     
     
     
     -Proceeds from maturities and calls of investment securities held-to-maturity
     
     16,365
     
     
     
     11,767Proceeds from FHLB stock redemption
     
     57
     
     
     
     -Loan originations, net
     
     41,699
     
     
     
     (3,203
     )Purchase of premises and equipment
     
     (1,230
     )
     
     
     (445
     )Sale or disposal of premises and equipment
     
     -
     
     
     
     468Purchase of low income housing tax credit investment
     
     (287
     )
     
     
     (575
     )Purchase of improvements for other real estate owned and foreclosed assets
     
     (324
     )
     
     
     (233
     )Proceeds from sale of other real estate owned and foreclosed assets
     
     13,465
     
     
     
     1,793Net cash provided by (used in) investing activities
     
     74,532
     
     
     
     (15,651
     )CASH FLOWS FROM FINANCING ACTIVITIES:Net increase (decrease) in deposits
     
     (107,261
     )
     
     
     37,502Net decrease in Federal Home Loan Bank borrowings
     
     (3
     )
     
     
     (20,010
     )Net decrease in Federal Funds purchased
     
     -
     
     
     
     (25,003
     )Cash received from stock offerings, net of costs
     
     32,506
     
     
     
     -Dividends paid on common stock
     
     -
     
     
     
     (236
     )Dividends paid on preferred stock
     
     -
     
     
     
     (529
     )Cash paid for fractional shares relating to stock dividend
     
     -
     
     
     
     (3
     )Stock options exercised
     
     -
     
     
     
     48Proceeds from issuance of preferred stock
     
     -
     
     
     
     41,400Net cash provided by (used in) financing activities
     
     (74,758
     )
     
     
     33,169NET INCREASE IN CASH AND CASH EQUIVALENTS
     
     12,417
     
     
     
     29,575CASH AND CASH EQUIVALENTS - Beginning of the period
     
     103,115
     
     
     
     38,752CASH AND CASH EQUIVALENTS - End of the period
     $
     115,532
     
     
     $
     68,327SUPPLEMENTAL DISCOSURE OF CASH FLOW INFORMATIONCash paid for interest
     $
     5,797
     
     
     $
     11,122Cash paid for taxes
     $
     -
     
     
     $
     650SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING ANDFINANCING ACTIVITIES:Transfers of loans to other real estate owned and foreclosed assets
     $
     5,109
     
     
     $
     12,053Increase in goodwill resulting from acquisition of Stockmans Financial Group
     $
     -
     
     
     $
     37Preferred cash dividend accrued but not yet paid
     $
     1,055
     
     
     $
     265Trust preferred securities interest accrued but not yet paid
     $
     1,181
     
     
     $
     -Accretion of preferred stock discount
     $
     192
     
     
     $
     147See accompanying notes.
  5


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NOTE 1  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization The accompanying consolidated financial statements include the accounts of PremierWest Bancorp (the Company or PremierWest) and its wholly-owned subsidiary, PremierWest Bank (the Bank). The Bank offers a full range of financial products and services through a network of 44 full service branch offices, 37 of which are located along the Interstate 5 freeway corridor between Roseburg, Oregon, and Sacramento, California. This total includes the two recently acquired Wachovia branches in Davis and Grass Valley, California (refer toNote 3). Of the 44 full service branch offices, 23 are located in Oregon (Jackson, Josephine, Deschutes, Douglas and Klamath Counties) and 21 are located in California (Siskiyou, Shasta, Butte, Tehama, Sacramento, Nevada and Yolo Counties). The Banks activities include the usual lending and deposit functions of a community-oriented commercial bank: commercial, real estate, installment and mortgage loans; checking, time deposit and savings accounts; mortgage loan brokerage services; and automated teller machines (ATM) and safe deposit facilities. The Bank has three subsidiaries: Premier Finance Company, PremierWest Investment Services, Inc. and Blue Star Properties, Inc. Premier Finance Company has offices in Medford, Grants Pass, Redmond, Roseburg, Klamath Falls, Eugene and Portland, Oregon and Redding, California and is engaged in the business of consumer lending. PremierWest Investment Services, Inc. operates throughout the Banks market area providing brokerage services for investment products including stocks, bonds, mutual funds and annuities. Blue Star Properties, Inc. serves solely to hold real estate properties for the Company but is currently inactive. Effective April 30, 2010, three existing California branches (Natomas, Roseville and South Chico) and one existing Oregon branch (Roseburg) were closed and consolidated with existing PremierWest branches in close proximity. In December 2004, the Company established PremierWest Statutory Trust I and II (the Trusts), as wholly-owned Delaware statutory business trusts, for the purpose of issuing guaranteed individual beneficial interests in junior subordinated debentures (Trust Preferred Securities). The Trusts issued $15.5 million in Trust Preferred Securities for the purpose of providing additional funding for operations and enhancing the Companys consolidated regulatory capital. A third trust, the Stockmans Financial Trust I, in the amount of $15.5 million, was added in 2008 pursuant to the acquisition of Stockmans Financial Group. In accordance with the Financial Accounting Standards Boards (FASB) Accounting Standards Codification (ASC) 810-10-05, Consolidation of Variable Interest Entities, the Company has not included the Trusts in its consolidated financial statements. However, the junior subordinated debentures issued by the Company to the Trusts are reflected in the Companys consolidated balance sheets. Basis of presentation The consolidated financial statements include the accounts of PremierWest Bancorp and its wholly-owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation. The interim consolidated financial statements are not audited, but include all adjustments that Management considers necessary for a fair presentation of consolidated financial condition and results of operations for the interim periods presented. The balance sheet data as of December 31, 2009 were derived from audited financial statements and do not include all disclosures contained in the 2009 Annual Report to Shareholders. The interim consolidated financial statements should be read in conjunction with the Companys 2009 consolidated financial statements, including the notes thereto, included in the 2009 Annual Report to Shareholders as filed with the Securities and Exchange Commission on Form 10-K. The reader should keep in mind that the results of operations for the interim periods shown in the accompanying consolidated financial statements are not necessarily indicative of results for any future interim periods or the entire fiscal year. Method of accounting and use of estimates The Company prepares its consolidated financial statements in conformity with accounting principles generally accepted in the United States of America and prevailing practices within the banking industry. This requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the reporting periods. Actual results could differ from those estimates. Significant estimates made by Management involve the calculation of the allowance for loan losses, the fair value of available-for-sale investment securities, deferred tax assets, the value of other real estate owned and foreclosed assets, and the calculations involved in determining potential goodwill impairment. The Company utilizes the accrual method of accounting, which recognizes income when earned and expenses when incurred. In preparing these financial statements, the Company has evaluated events and transactions subsequent to June 30, 2010, for potential recognition or disclosure in the financial statements. In Managements opinion, all accounting adjustments necessary to accurately reflect the financial position and results of operations on the accompanying financial statements have been made. These adjustments include normal and recurring accruals considered necessary for a fair and accurate presentation. Reclassifications Certain reclassifications have been made to the 2009 consolidated financial statements to conform to current year presentations. These reclassifications have no effect on previously reported shareholders equity, net loss or loss per share. 6


---



Stock dividends Share and per share data in the accompanying consolidated financial statements reflect all previously declared and paid stock dividends. A 5% stock dividend was declared on January 8, 2009, and paid on April 15, 2009. The impact of this stock dividend has been reflected in the statement of operations, statement of shareholders equity and comprehensive loss and all share and per share amounts for all periods presented. The Company did not declare a stock dividend in the quarter ended June 30, 2010. Cash dividends On January 8, 2009, the Company declared a $0.01 per share quarterly cash dividend on common stock. The dividend was paid on February 17, 2009, to PremierWest Bancorp shareholders of record as of January 30, 2009. No quarterly common stock cash dividend was declared in the quarter ended June 30, 2010. On August 17, 2009, a cash dividend of $517,500 was paid to the United States Department of the Treasury pursuant to the Troubled Asset Relief Program Capital Purchase Program for the 41,400 shares of the Companys Fixed Rate Cumulative Perpetual Preferred Stock, Series B, with cumulative dividends at a rate of 5.0% per annum for the first five years and 9.0% per annum thereafter. While payments have not been made since the third quarter of 2009, in order to preserve capital, the Company has continued to accrue dividends through the second quarter of 2010. As of June 30, 2010, accrued dividends totaled approximately $1.8 million, of which approximately $1.1 was accrued during the first and second quarters of 2010. NOTE 2  REGULATORY AGREEMENT, ECONOMIC CONDITIONS AND MANAGEMENTS PLAN Based on the results of an examination completed during the third quarter of 2009, effective April 6, 2010, the Bank stipulated to the issuance of a formal regulatory Consent Order (the Agreement) with the Federal Deposit and Insurance Corporation (FDIC) and the Oregon Division of Finance and Corporate Securities (the DFCS), the Banks principal regulators, primarily as a result of recent significant operating losses and increasing levels of adversely-classified loans. The Agreement imposes certain operating restrictions on the Bank, many of which have already been or are in the process of being implemented by the Bank. Among the corrective actions required are for the Bank to retain qualified management, restrict dividends, reduce adversely-classified loans, maintain an adequate allowance for loan losses, revise the strategic plan and various policies, as well as maintain elevated capital levels. In addition, the Agreement provides timelines and thresholds from the date of issuance to achieve the aforementioned corrective actions. In order to proactively respond to the current regulatory environment and the Banks credit issues, Management initiated measures intended to increase its capital and regulatory ratios prior to entering into the Agreement. Among the measures are the following: Completion of equity issuances sufficient to raise the Companys regulatory capital ratios to levels in excess of those required to be considered Well-Capitalized under the regulatory framework for prompt corrective action.Reduction of assets and liabilities with primary emphasis on reducing non-performing assets through (1) sales of other real estate owned and foreclosed assets, (2) aggressive out-management of classified loans through unfavorable renewal pricing, charge-offs and foreclosures as appropriate, and (3) reduced emphasis on public funds deposits and corresponding reductions in collateral investment securities.Continuing reductions in non-interest expense levels.Evaluation of all business lines within the organization for possible gains upon disposition or significant cost-savings opportunities, as evidenced by the Companys recent consolidation of four of its branches (seeNote 1). On June 4, 2010, the Company entered into a Written Agreement with the Federal Reserve Bank of San Francisco and the DFCS, which routinely accompanies or follows an FDIC Consent Order, comparable to the Agreement described above. The Written Agreement provides that the Company will: Provide quarterly progress reports as well as other reports and plans,Take steps to ensure the Bank complies with the Agreement,Obtain regulatory approval to pay dividends or to incur indebtedness, andObtain approvals for a variety of other routine items. The Banks regulatory capital ratios were adversely affected by losses that occurred as a result of credit losses associated with the adverse state of the economy, and depressed real estate valuations on our commercial real estate concentrations. Also, as a result of the Banks operating results and financial condition, the Bank recognized an impairment to goodwill and established a valuation allowance against its deferred tax assets. The Bank continues to have high loan concentrations in commercial real estate loans and in construction and development loans. If economic conditions were to worsen for these industry segments, our financial condition could suffer significant deterioration. These circumstances led to Managements implementation of the measures summarized above. There are no assurances Managements plan, as developed and implemented to date, will successfully improve the Banks results of operation or financial condition or result in the termination of the Agreement and the Written Agreement. The economic environment 7


---



in the market areas and the duration of the downturn in the real estate market will have a significant impact on the implementation of the Banks business plans. In anticipation of the requirements of the Agreement, on January 29, 2010, the Company filed an amendment to the Form S-1 Registration Statement with the United States Securities and Exchange Commission announcing a proposed offering of up to 81,747,362 shares of the Companys common stock. A prospectus was filed on February 1, 2010, providing that prior to a public offering of the shares, existing shareholders of the Company each received a subscription right to purchase 3.3 shares of the Companys common stock at a subscription price of $0.44 per share. On April 7, 2010, the Company concluded its rights offering and the related public offering and issued approximately 75.6 million shares with net proceeds of approximately $32.5 million, net of estimated offering costs of approximately $700,000. NOTE 3  ACQUISITION OF WACHOVIA BRANCHES On July 17, 2009, PremierWest Bank acquired two Wachovia Bank branches in Northern California, located in Davis and Grass Valley. By bolstering its presence in Northern California, Management expects the Company to increase the availability of its services to existing customers throughout Northern California and to bring a community bank competitor to the Davis and Grass Valley communities. Soon after the acquisition date, these offices and their employees commenced operating as branch offices of PremierWest Bank. The transaction was accounted for as a business combination. The following table summarizes the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition: (Dollars in 000's)July 17, 2009Fair value of assets acquired:Cash
     $
     334,718Loans
     
     799Premises and equipment
     
     928Core deposit intangible
     
     1,812Other assets
     
     5Total fair value of assets acquired
     $
     338,262Fair value of liabilities assumed:DepositsDemand
     $
     3,982Interest-bearing demand and savings
     
     97,753Time certificates
     
     240,649Total deposits
     
     342,384Accrued interest
     
     361Total fair value of liabilities assumed
     
     342,745Goodwill
     $
     4,483
  The core deposit intangible asset of $1.8 million represents the value ascribed to the long-term deposit relationships acquired. This intangible asset is being amortized on a straight-line basis over a weighted average estimated useful life of 7.4 years. The core deposit intangible asset is not estimated to have a significant residual value. There is a negative CD premium of $4.0 million, or -1.75% of book value. This negative premium was amortized over a weighted average estimated useful life of 11 months. The value is a result of the current all-in cost of the CD portfolio being well above the cost of similar funding. Goodwill represents the excess of the total purchase price paid for the Wachovia branches over the fair values of the assets acquired, net of the fair value of the liabilities assumed. Goodwill has been evaluated for possible impairment at least annually, and more frequently, if events and circumstances indicate that the asset might be impaired. Goodwill was evaluated for impairment and reduced to zero through an impairment charge on December 31, 2009. For tax purposes only, goodwill of approximately $4.5 million from this business combination will be tax deductible and amortized over 15 years. On October 5, 2009, the Securities and Exchange Commission granted relief to the Company, allowing it to omit certain historical and pro-forma financial information of the two Wachovia Bank branches acquired, as required by Rule 3-05 of Regulation S-X and certain related pro-forma financial information under Article 11 of Regulation S-X. After making every reasonable effort to do so, it was determined to be impractical for the Company to provide this information as separate, audited financial statements of the acquired branches were never prepared and the acquired branches were not operated or accounted for as distinct, stand-alone entities. 8


---



NOTE 4  FAIR VALUE MEASUREMENTS Effective January 1, 2008, the Company adopted Statement of Financial Accounting Standards ASC 820-10-05, Fair Value Measurements. ASC 820-10-05 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. ASC 820-10-05 applies whenever other standards require (or permit) assets or liabilities to be measured at fair value but does not expand the use of fair value in any new circumstances. In this standard, the FASB clarifies the principle that fair value should be based on the assumptions market participants would use when pricing the asset or liability. In support of this principle, ASC 820-10-05 establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. The fair value hierarchy is as follows: Level 1 inputs Unadjusted quoted prices in active markets for identical assets or liabilities that the entity has the ability to access at the measurement date. Level 2 inputs Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets and liabilities in active markets and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 inputs Unobservable inputs for determining the fair values of assets or liabilities that reflect an entitys own assumptions about the assumptions that market participants would use in pricing the assets or liabilities. The Company used the following methods and significant assumptions to estimate fair value for its assets measured and carried at fair value in the financial statements: Investment securities available-for-sale Securities classified as available-for-sale are reported at fair value utilizing Level 2 inputs. Fair values for investment securities are based on quoted market prices or the market values for comparable securities. The Company obtains fair value measurements from an independent pricing service. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the bonds terms and conditions, among other things. Available-for-sale securities are the only balance sheet category the Company accounts for at fair value on a recurring basis, as defined in the fair value hierarchy of ASC 820-10-05. The following table presents information about these securities and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value: (Dollars in 000's)
     
     
     
     Fair Value MeasurementsAt 6/30/10 UsingQuoted Prices inActive Markets for
     
     
     
     SignificantFair Value
     Identical Assets
     
     Other Observable Inputs
     
     Unobservable InputsDescription
     
     
     6/30/2010
     (Level 1)
     
     
     (Level 2)
     
     (Level 3)Available-for-sale securities:Mortgage-backed securities
     
     $
     6,336
     $
     -
     $
     6,336
     $
     -Collaterialized mortgage obligations
     
     
     137,922
     
     -
     
     137,922
     
     -Obligations of states and political subdivisions
     
     
     6,490
     
     -
     
     6,490
     
     -Total assets measured at fair value
     
     $
     150,748
     $
     -
     $
     150,748
     $
     -(Dollars in 000's)
     
     
     
     Fair Value MeasurementsAt 12/31/09 UsingQuoted Prices inActive Markets for
     
     
     
     SignificantFair Value
     Identical Assets
     
     Other Observable Inputs
     
     Unobservable InputsDescription
     
     
     12/31/2009
     (Level 1)
     
     
     (Level 2)
     
     (Level 3)Available-for-sale securities:Mortgage-backed securities
     
     $
     4,302
     $
     -
     $
     4,302
     $
     -Collaterialized mortgage obligations
     
     
     76,956
     
     -
     
     76,956
     
     -U.S. Government and agency securities
     
     
     27,794
     
     -
     
     27,794
     
     -Obligations of states and political subdivisions
     
     
     5,885
     
     -
     
     5,885
     
     -Total assets measured at fair value
     
     $
     114,937
     $
     -
     $
     114,937
     $
     -
  Impaired Loans A loan is considered to be impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due (both interest and principal) according to the contractual terms of the loan agreement. 9


---



Nonperforming loans are evaluated and valued at the time the loan is identified as impaired, at the lower of cost or fair value. As a practical expedient, fair value may be measured based on a loans observable market price or theunderlying collateral securing the loan. Collateral may be real estate or business assets including equipment. The value of collateral is generally determined based on independent appraisals. Other real estate and foreclosed assets (OREO) acquired through foreclosure or deeds in lieu of foreclosure are carried at the lower of cost, less costs to sell, or estimated net realizable value utilizing current property appraisal valuations. When property is acquired, any excess of the loan balance over the estimated net realizable value is charged to the allowance for loan losses. Holding costs, subsequent write-downs to net realizable value, if any, or any disposition gains or losses are included in non-interest expense. The Bank had $15.1 million and $24.7 million in OREO at June 30, 2010 and December 31, 2009, respectively. The following table presents the fair value measurement for non-recurring assets as of June 30, 2010 and December 31, 2009, and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value: (Dollars in 000's)
     
     
     
     
     Fair Value MeasurementsFor the Six Months Ended 6/30/10 UsingQuoted Prices in
     
     
     
     
     
     Total periodActive Markets
     
     
     Significant
     
     gains (losses)Fair Value
     
     for Identical
     Other Observable
     Unobservable
     
     included inDescription
     
     
     6/30/2010
     
     Assets (Level 1)
     Inputs (Level 2)
     Inputs (Level 3)
     
     earningsOther real estate owned and foreclosed assets
     
     $
     15,084
     $
     -
     $
     -
     $
     15,084
     $
     (1,632
     )Loans measured for impairment, net ofspecific reserves
     
     
     62,587
     
     -
     
     -
     
     62,587
     
     (10,436
     )Total impaired assets measured at fair value
     
     $
     77,671
     
     -
     $
     -
     $
     77,671
     $
     (12,068
     )(Dollars in 000's)
     
     
     
     
     Fair Value MeasurementsFor the Twelve Months Ended 12/31/09 UsingQuoted Prices in
     
     
     
     
     
     Total periodActive Markets
     
     
     Significant
     
     gains (losses)Fair Value
     
     for Identical
     Other Observable
     Unobservable
     
     included inDescription
     
     
     12/31/2009
     
     Assets (Level 1)
     Inputs (Level 2)
     Inputs (Level 3)
     
     earningsGoodwill
     
     $
     -
     $
     -
     $
     -
     $
     -
     $
     (74,920
     )Other real estate owned and foreclosed assets
     
     
     24,748
     
     -
     
     -
     
     24,748
     
     (1,507
     )Loans measured for impairment, net ofspecific reserves
     
     
     50,561
     
     -
     
     -
     
     50,561
     
     (59,285
     )Total impaired assets measured at fair value
     
     $
     75,309
     $
     -
     $
     -
     $
     75,309
     $
     (135,712
     )
  When goodwill exists, the Company performs a goodwill impairment analysis on an annual basis as of December 31 and on an interim basis when events or circumstances suggest impairment may potentially arise. A significant amount of judgment is required in determining if indications of impairment have occurred including, but not limited to, a sustained and significant decline in the stock price and market capitalization of the Company, a significant decline in the future cash flows expected by the Company, an adverse regulatory action, a significant adverse change in the Companys business operating environment and other events. The Company recorded a goodwill impairment charge of $74.9 million at December 31, 2009, reducing the goodwill account on the balance sheet to zero. 10


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As of June 30, 2010 and December 31, 2009, all nonperforming loans were considered impaired and were measured for impairment. The table below shows the detail of the various categories of impaired loans: As of December 31,(Dollars in 000's)
     
     As of June 30, 2010
     
     
     
     2009Carrying
     
     
     
     CarryingValue
     
     
     
     ValueImpaired loans with charge-offs loan-to-date (1)
     $
     43,835
     
     
     $
     36,624Impaired loans with specific reserves
     
     25,988
     
     
     
     15,568Impaired loans with both specific reserves and charge-offs loan-to-date (1)
     
     70
     
     
     
     6,088Subtotal impaired loans with specific reserves and/or charge-offs loan-to-date
     
     69,893
     
     
     
     58,280Specific reserves associated with impaired loans
     
     (7,306
     )
     
     
     (7,719
     )Total loans measured for impairment, net of specific reserves
     $
     62,587
     
     
     $
     50,561Impaired loans without charge-offs or specific reserves
     
     59,810
     
     
     
     45,637(1) Total charge-offs incurred from inception of the loans
  The following methods and assumptions were used by the Bank in estimating fair values of assets and liabilities in accordance with the provisions of Financial Accounting Standards Board, Disclosures about Fair Value on Financial Instruments, ASC 825-10-50. Cash and cash equivalents The carrying amounts of cash and short-term instruments approximate their fair value. Interest-bearing deposits with the Federal Home Loan Bank of Seattle (FHLB) and restricted equity securities The carrying amount approximates the estimated fair value and expected redemption values. Investment securities held-to-maturity Fair values for investment securities are based on quoted market prices or the market values for comparable securities. Mortgage loans held-for-sale Mortgage loans held-for-sale are reported at the lower of cost or market value. Cost generally approximates market value, given the short duration of these assets. Gains or losses on the sale of loans held-for-sale are recognized at the time of the sale and determined by the difference between net sale proceeds and the net book value of the loans less the estimated fair value of any retained mortgage servicing rights. Loans For variable rate loans that are tied to price and have no significant change in credit risk, fair values are based on carrying values. Fair values for certain mortgage loans (for example, one-to-four family residential), credit card loans and other consumer loans are based on quoted market prices of similar loans sold in conjunction with securitization transactions, adjusted for differences in loan characteristics. Fair values for commercial real estate and commercial loans are estimated using discounted cash flow analyses, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality. Fair values for impaired loans are estimated using discounted cash flow analyses or underlying collateral values based on current market appraisals, less costs to sell, where applicable. Deposit liabilities The fair values disclosed for demand deposits are, by definition, equal to the amount payable on demand at the reporting date (that is, their carrying amounts). The carrying amounts of variable-rate money market accounts, savings accounts and interest checking accounts approximate their fair values at the reporting date. Fair values for fixed-rate CDs are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits. Short-term borrowings The carrying amounts of federal funds purchased, borrowings under repurchase agreements and other short-term borrowings maturing within 90 days approximate their fair values. Fair values of other short-term borrowings are estimated using discounted cash flow analyses based on the Banks current incremental borrowing rate for similar types of borrowing arrangements. Long-term debt The fair values of the Banks long-term debt is estimated using discounted cash flow analyses based on the Banks current incremental borrowing rate for similar types of borrowing arrangements. Off-balance sheet instruments The Banks off-balance sheet instruments include unfunded commitments to extend credit and standby letters of credit. The fair value of these instruments is not considered practicable to estimate because of the lack of quoted market prices and the inability to estimate fair value without incurring excessive costs. The following disclosures are made in accordance with the provisions of ASC 825-10-50, Disclosures About Fair Value of Financial Instruments, which requires the disclosure of fair value information about financial instruments where it is practicable to estimate that value. In cases where quoted market values are not available, the Bank primarily uses present value techniques to estimate the fair values of its financial instruments. Valuation methods require considerable judgment and the resulting estimates of fair value can be 11


---



significantly affected by the assumptions made and methods used. Accordingly, the estimates provided herein do not necessarily indicate amounts that could be realized in a current market exchange. In addition, as the Bank normally intends to hold the majority of its financial instruments until maturity, it does not expect to realize many of the estimated amounts disclosed. The disclosures also do not include estimated fair value amounts for items that are not defined as financial instruments but have significant value. These include such off-balance sheet items as core deposit intangibles on non-acquired deposits. The Bank does not believe that it would be practicable to estimate a representational fair value for these types of items as of the periods presented. As ASC 825-10-50 excludes certain financial instruments and all non-financial instruments from its disclosure requirements, any aggregation of the fair value amounts presented in the following table would not represent the underlying value of the Bank. The estimated fair values of the Banks significant on-balance sheet financial instruments at June 30, 2010, and December 31, 2009, were as follows: (Dollars in 000's)
     
     As of June 30, 2010
     
     
     As of December 31, 2009Carrying
     
     Estimated
     
     
     Carrying
     
     
     EstimatedValue
     
     Fair Value
     
     
     Value
     
     
     Fair ValueFinancial assets:Cash and cash equivalents
     $
     115,532
     
     $
     115,532
     
     $
     103,115
     
     $
     103,115Interest-bearing certificates of deposit(original maturities greater than 90 days)
     $
     12,150
     
     $
     12,150
     
     $
     50,650
     
     $
     50,650Investment securities available-for-sale
     $
     150,748
     
     $
     150,748
     
     $
     114,937
     
     $
     114,937Investment securities held-to-maturity
     $
     26,302
     
     $
     27,170
     
     $
     43,384
     
     $
     43,536Investment securities -
     $
     4,000
     
     $
     4,000
     
     $
     4,000
     
     $
     4,000Community Reinvestment ActRestricted equity investments
     $
     3,586
     
     $
     3,586
     
     $
     3,643
     
     $
     3,643Loans held-for-sale
     $
     1,188
     
     $
     1,188
     
     $
     1,731
     
     $
     1,731Loans
     $
     1,046,966
     
     $
     944,517
     
     $
     1,102,224
     
     $
     1,038,580Financial liabilities:Deposits
     $
     1,313,501
     
     $
     1,271,677
     
     $
     1,420,762
     
     $
     1,429,500FHLB borrowings
     $
     25
     
     $
     25
     
     $
     28
     
     $
     28Junior subordinated debentures
     $
     30,928
     
     $
     7,132
     
     $
     30,928
     
     $
     7,132
  NOTE 5  STOCK-BASED COMPENSATION At June 30, 2010, PremierWest Bancorp had one active equity incentive plan  the 2002 Stock Incentive Plan (2002 Plan). The 2002 Plan was initially established in May 2002 and approved by shareholders. The 2002 Plan was amended and restated in May 2005 to allow for the issuance of restricted stock grants in addition to stock options. The 2002 Plan was also amended and restated in May 2007 to increase the number of shares available for issuance under the plan by 1,000,000 shares. Both amendments were approved by shareholders. The amended and restated 2002 Plan authorizes the issuance of up to 2,140,123 shares of stock, of which 1,222,335 shares were available for issuance at June 30, 2010. The amended and restated 2002 Plan allows for stock options to be granted at an exercise price of not less than the fair market value of PremierWest Bancorp stock on the date of issuance, for a term not to exceed ten years. The Compensation Committee establishes the vesting schedule for each grant; historically the Committee has utilized graded vesting schedules over two, five and seven year periods. Upon exercise of stock options or issuance of restricted stock grants, it is the Companys policy to issue new shares of common stock. During the six month period ended June 30, 2010, stock option activity was as follows: Weighted AverageNumber
     
     
     Weighted Average
     
     Remaining
     
     
     Aggregateof
     
     
     Exercise
     
     Contractual Term
     
     
     Intrinsic ValueShares
     
     
     Price
     
     (Years)
     
     
     (in thousands)Stock options outstanding, 12/31/2009
     934,076
     
     
     $
     9.16Issued
     2,000
     
     
     $
     1.42Forfeited
     (18,288
     )
     
     $
     8.65Stock options outstanding, 6/30/2010
     917,788
     
     
     $
     9.15
     
     5.48
     
     $
     -Stock options exercisable, 6/30/2010
     600,425
     
     
     $
     8.73
     
     4.43
     
     $
     -
  12


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PremierWest Bancorp follows Share-Based Payment ASC 718-10-10. ASC 718-10-10 requires companies to measure and recognize as compensation expense the grant date fair market value for all share-based awards. That portion of the grant date fair market value that is ultimately expected to vest is recognized as expense over the requisite service period, typically the vesting period, utilizing the straight-line attribution method. ASC 718-10-10 requires companies to estimate the fair market value of stock-based payment awards on the date of grant using an option-pricing model. The Company uses the Black-Scholes option-pricing model to value its stock options. The Black-Scholes model requires the use of assumptions regarding the historical volatility of the Companys stock price, its expected dividend yield, the risk-free interest rate and the weighted average expected life of the options. The following schedule reflects the weighted-average assumptions included in this model as it relates to the valuation of options granted for the periods indicated: Three months ended June 30,2010
     
     2009Risk-free interest rate
     N/A
     
     3.2%Expected dividend
     N/A
     
     2.54%Expected lives, in years
     N/A
     
     7.0Expected volatility
     N/A
     
     28%
  There were no stock options granted during the second quarter of 2010. The weighted-average grant date fair value of options granted during the six-month periods ended June 30, 2010 was $0.91. ASC 718-10-10 requires that the cash flows from the tax benefits resulting from tax deductions in excess of the compensation expense recognized for stock options (excess tax benefits) be reported as financing cash flows. There were no excess tax benefits classified as financing cash inflows for the three months and six months ended June 30, 2010 and June 30, 2009, respectively. Stock-based compensation expense recognized under ASC 718-10-10 was $96,000 with a related tax benefit of $38,400 for the quarter ended June 30, 2010, compared to stock-based compensation expense of $112,000, with a related tax benefit of $44,800, for the quarter ended June 30, 2009. At June 30, 2010, unrecognized stock-based compensation expense totaled $712,098 and will be expensed over a weighted-average period of approximately 2.3 years. 13


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NOTE 6 - INVESTMENT SECURITIES

Investment securities at June 30, 2010 and December 31, 2009 consisted of the following:(Dollars in 000's)June 30, 2010Gross
     
     Gross
     
     
     
     EstimatedAmortized
     
     
     unrealized
     
     unrealized
     
     
     
     faircost
     
     
     gains
     
     losses
     
     
     
     valueAvailable-for-sale:Mortgage-backed securities and collateralizedmortgage obligations
     $
     141,434
     
     $
     2,957
     
     $
     (133
     )
     
     $
     144,258Obligations of states and political subdivisions
     
     6,026
     
     
     464
     
     
     -
     
     
     
     
     6,490Total
     $
     147,460
     
     $
     3,421
     
     $
     (133
     )
     
     $
     150,748Held-to-maturity:Mortgage-backed securities and collateralizedmortgage obligations
     $
     5,149
     
     $
     151
     
     $
     -
     
     
     $
     
     5,300U.S. Government and agency securities
     
     12,199
     
     
     375
     
     
     -
     
     
     
     12,574Obligations of states and political subdivisions
     
     8,954
     
     
     384
     
     
     (42
     )
     
     
     
     9,296Total
     $
     26,302
     
     $
     910
     
     $
     (42
     )
     
     $
     27,170Investment securities -Other Community Reinvestment Act
     $
     4,000
     
     $
     -
     
     $
     -
     
     
     $
     4,000Restricted equity securities
     $
     3,586
     
     $
     -
     
     $
     -
     
     
     $
     3,586December 31, 2009Gross
     
     Gross
     
     
     
     EstimatedAmortized
     
     
     unrealized
     
     unrealized
     
     
     
     faircost
     
     
     gains
     
     losses
     
     
     
     valueAvailable-for-sale:Mortgage-backed securities and collateralizedmortgage obligations
     $
     80,039
     
     $
     1,248
     
     $
     (29
     )
     
     $
     81,258U.S. Government and agency securities
     
     27,661
     
     
     133
     
     
     -
     
     
     
     27,794Obligations of states and political subdivisions
     
     6,044
     
     
     -
     
     
     (159
     )
     
     
     
     5,885Total
     $
     113,744
     
     $
     1,381
     
     $
     (188
     )
     
     $
     114,937Held-to-maturity:Mortgage-backed securities and collateralizedmortgage obligations
     $
     5,807
     
     $
     90
     
     $
     (64
     )
     
     $
     
     5,833U.S. Government and agency securities
     
     28,238
     
     
     208
     
     
     (47
     )
     
     
     28,399Obligations of states and political subdivisions
     
     9,339
     
     
     111
     
     
     (146
     )
     
     
     
     9,304Total
     $
     43,384
     
     $
     409
     
     $
     (257
     )
     
     $
     43,536Investment securities -Other Community Reinvestment Act
     $
     4,000
     
     $
     -
     
     $
     -
     
     
     $
     4,000Restricted equity securities
     $
     3,643
     
     $
     -
     
     $
     -
     
     
     $
     3,643
  14


---



The table below presents the gross unrealized losses and fair value of the Banks investment securities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at June 30, 2010. Of these amounts, six available-for-sale and three held-to-maturity investment comprised the less than 12 months category, and four held-to-maturity investments comprised the 12 months or more category. (Dollars in 000's)Less than 12 months
     
     
     
     12 months or more
     
     
     
     
     TotalUnrealized
     
     
     
     
     
     Unrealized
     
     
     
     
     
     
     UnrealizedAt June 30, 2010
     
     Fair Value
     
     
     Losses
     
     
     
     Fair Value
     
     Losses
     
     
     
     Fair Value
     
     
     LossesAvailable-for-sale:Mortgage-back securities and collateralizedmortgage obligations
     $
     20,811
     
     $
     (133
     )
     
     $
     2
     
     $
     -
     
     
     $
     20,813
     
     $
     (133
     )Held-to-maturity:Obligations of state and politicalsubdivisions
     
     1,416
     
     
     (36
     )
     
     
     654
     
     
     (6
     )
     
     
     2,070
     
     
     (42
     )$
     22,227
     
     $
     (169
     )
     
     $
     656
     
     $
     (6
     )
     
     $
     22,883
     
     $
     (175
     )Less than 12 months
     
     
     
     12 months or more
     
     
     
     
     TotalUnrealized
     
     
     
     
     
     Unrealized
     
     
     
     
     
     
     UnrealizedAt December 31, 2009
     
     Fair Value
     
     
     Losses
     
     
     
     Fair Value
     
     Losses
     
     
     
     Fair Value
     
     
     LossesAvailable-for-sale:Mortgage-back securities and collateralizedmortgage obligations
     $
     6,938
     
     $
     (29
     )
     
     $
     -
     
     $
     -
     
     
     $
     6,938
     
     $
     (29
     )Obligations of state and politicalsubdivisions
     
     4,830
     
     
     (159
     )
     
     
     -
     
     
     -
     
     
     
     4,830
     
     
     (159
     )Held-to-maturity:Mortgage-back securities and collateralizedmortgage obligations
     $
     4,103
     
     $
     (64
     )
     
     $
     -
     
     $
     -
     
     
     $
     4,103
     
     $
     (64
     )U.S. Government and agency securities
     
     7,953
     
     
     (47
     )
     
     
     -
     
     
     -
     
     
     
     7,953
     
     
     (47
     )Obligations of state and politicalsubdivisions
     
     3,421
     
     
     (132
     )
     
     
     802
     
     
     (14
     )
     
     
     4,223
     
     
     (146
     )$
     27,245
     
     $
     (431
     )
     
     $
     802
     
     $
     (14
     )
     
     $
     28,047
     
     $
     (445
     )
  Substantially all unrealized losses reflected above were the result of changes in interest rates subsequent to the purchase of the securities. The unrealized losses on these investments are not considered other-than-temporarily impaired because the decline in fair value is primarily attributable to the changes in interest rates rather than credit quality; the Bank does not intend to sell the securities in this class; and it is not likely that the Bank will be required to sell these securities before recovery of their amortized cost bases, which may include holding each security until maturity. The amortized cost and estimated fair value of investment securities at June 30, 2010, by contractual maturity are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. At June 30, 2010(Dollars in 000's) Available-for-sale
     
     
     Held-to-maturityAmortized
     
     
     Estimated
     
     
     Amortized
     
     EstimatedCost
     
     
     Fair Value
     
     
     Cost
     
     Fair ValueDue in one year or less
     $
     -
     
     $
     -
     
     $
     2,151
     
     $
     2,184Due after one year through five years
     
     1,045
     
     
     1,072
     
     
     11,966
     
     
     12,338Due after five years through ten years
     
     3,932
     
     
     4,155
     
     
     2,135
     
     
     2,234Due after ten years
     
     142,483
     
     
     145,521
     
     
     10,050
     
     
     10,414$
     147,460
     
     $
     150,748
     
     $
     26,302
     
     $
     27,170
  At June 30, 2010, investment securities with an estimated fair market value of $177.9 million were pledged to secure public deposits, certain nonpublic deposits and borrowings. As required of all members of the FHLB system, the Company maintains investment in the capital stock of the FHLB in an amount equal to the greater of $500 or 0.5% of home mortgage loans and pass-through securities plus 5.0% of the outstanding balance of mortgage home loans sold to FHLB under the Mortgage Purchase Program. The FHLB system, the largest government sponsored 15


---



entity in the United States, is made up of 12 regional banks, including the FHLB of Seattle. Participating banks record the value of FHLB stock equal to its par value at $100 per share. The Company is required to hold FHLBs stock in order to receive advances and views this investment as long-term. Thus, when evaluating it for impairment, the value is determined based on the recovery of the par value through redemption by the FHLB or from the sale to another member, rather than by recognizing temporary declines in value. The FHLB disclosed that it reported net income for the three and six month periods ended June 30, 2010. However, it remains classified as undercapitalized as of June 30, 2010, with suspended dividend payments to its members. The Company has concluded that its investment in FHLB is not impaired as of June 30, 2010, and believes that it will ultimately recover the par value of its investment in this stock. NOTE 7LOANS, NON-PERFORMING ASSETS AND ALLOWANCE FOR LOAN LOSSES Loans as of June 30, 2010 and December 31, 2009 consisted of the following:(Dollars in 000's)
     June 30, 2010
     
     
     
     December 31, 2009Real estate-commercial
     $
     568,595
     
     
     $
     564,016Real estate-construction
     
     178,805
     
     
     
     211,732Real estate-residential
     
     30,084
     
     
     
     31,991Commercial
     
     191,517
     
     
     
     209,538Agricultural
     
     38,984
     
     
     
     43,418Consumer
     
     81,955
     
     
     
     81,575Overdrafts
     
     313
     
     
     
     4,929Other
     
     1,607
     
     
     
     1,828Gross loans
     
     1,091,860
     
     
     
     1,149,027Less: allowance for loan losses
     
     (43,917
     )
     
     
     (45,903
     )Less: deferred loan fees
     
     (977
     )
     
     
     (900
     )Loans, net
     $
     1,046,966
     
     
     $
     1,102,224Transactions in the allowance for loan losses for the six months ended June 30, 2010 and June 30, 2009 were as follows:(Dollars in 000's)
     June 30, 2010
     
     
     
     June 30, 2009BALANCE, beginning of the period
     $
     45,903
     
     
     $
     17,157Loans charged-off
     
     (14,966
     )
     
     
     (38,513
     )Loan recoveries
     
     4,530
     
     
     
     566Loan loss provision
     
     8,450
     
     
     
     61,090BALANCE, end of the period
     $
     43,917
     
     
     $
     40,300The following table summarizes non-performing assets as of June 30, 2010 and December 31, 2009:(Dollars in 000's)
     June 30, 2010
     
     
     
     December 31, 2009Non-accrual loans
     $
     129,458
     
     
     $
     98,497Loans past due greater than 90 days on accrual status
     
     245
     
     
     
     5,420Total non-performing loans
     
     129,703
     
     
     
     103,917Other real estate owned and foreclosed assets
     
     15,084
     
     
     
     24,748Total non-performing assets
     $
     144,787
     
     
     $
     128,665Non-performing loans to gross loans
     
     11.88
     %
     
     
     9.04
     %Non-performing assets to total assets
     
     9.91
     %
     
     
     8.37
     %
  In some instances the Company has modified or restructured loans to amend the interest rate and/or extend the maturity. Through June 30, 2010, any such amendments have generally been consistent with the terms of newly booked loans reflecting current standards for amortization and interest rate and do not represent concessions to such borrowers. In those instances where concessions have been granted meeting the criteria for a troubled debt restructuring (TDR), the related loans have been recorded as TDRs and placed on non-accrual status. TDRs recorded by the Company at June 30, 2010, totaled approximately $10.0 million and were comprised of 12 loans, of which there were approximately $503,000 of specific reserves associated with these loans. The Company updated the majority of appraisals that were more than six months old on real estate collateral supporting non-performing loans. In addition, the appraisals for performing loans are updated annually or more frequently as necessary. The Company also accelerated the mandated five percent annual write-down of other real estate owned values in response to a new interpretation of regulatory requirements by the state banking regulators. 16


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NOTE 8  GOODWILL When goodwill exists, the Company performs a goodwill impairment analysis on an annual basis as of December 31 and on an interim basis when events or circumstances suggest impairment may potentially arise. A significant amount of judgment is required in determining if indications of impairment have occurred including, but not limited to, a sustained and significant decline in the stock price and market capitalization of the Company, a significant decline in the future cash flows expected by the Company, an adverse regulatory action, a significant adverse change in the Companys business operating environment and other events. At December 31, 2009, the Company determined that a number of factors suggested that goodwill impairment might exist and, accordingly engaged an independent third-party valuation consultant to perform an impairment analysis as had been done as of September 30, 2009, June 30, 2009, March 31, 2009 and December 31, 2008. The Company recorded a goodwill impairment charge of $74.9 million at December 31, 2009, reducing the goodwill account on the balance sheet to zero. The goodwill impairment charge had no effect on the Companys cash balances, liquidity or regulatory capital ratios. NOTE 9  LINE OF CREDIT AND OTHER BORROWINGS The Bank had long-term borrowings outstanding with the FHLB totaling $25,000 and $28,000 as of June 30, 2010 and December 31, 2009, respectively. The Bank makes monthly principal and interest payments on the long-term borrowings, which mature by 2014 and bear a fixed interest rate of 6.53%. The Bank has the ability to participate in the Cash Management Advance (CMA) program with the FHLB. CMA borrowings are short-term borrowings that mature within one year and accrue interest at the variable rate as published by the FHLB. As of June 30, 2010 and December 31, 2009, the Bank had no outstanding CMA borrowings. All outstanding borrowings with the FHLB are collateralized as provided for under the Advances, Security and Deposit Agreement between the Bank and the FHLB and include the Banks FHLB stock and any funds or investment securities held by the FHLB that are not otherwise pledged for the benefit of others. In addition, certain qualifying loans totaling approximately $42.3 million were pledged with the Federal Reserve Bank to support the Banks outstanding advances and provided for an additional available borrowing capacity of approximately $17.7 million as of June 30, 2010. NOTE 10  JUNIOR SUBORDINATED DEBENTURES On December 30, 2004, the Company established two wholly-owned statutory business trusts (PremierWest Statutory Trust I and II) that were formed to issue junior subordinated debentures and related common securities. On August 25, 2005, Stockmans Financial Group established a wholly-owned statutory business trust (Stockmans Financial Trust I) to issue junior subordinated debentures and related common securities. Following the acquisition of Stockmans Financial Group, the Company became the successor-in-interest to Stockmans Financial Trust I. Common stock issued by each of the Trusts and held as an investment by the Company is recorded in other assets in the consolidated balance sheets. Following are the terms of the junior subordinated debentures as of June 30, 2010. Issued
     
     
     
     
     Maturity
     
     RedemptionTrust Name
     
     Issue Date
     
     
     Amount
     
     Rate
     
     
     Date
     
     DatePremierWest Statutory
     
     December
     
     
     
     
     
     
     
     December
     
     DecemberTrust I
     
     2004
     
     $
     7,732,000
     
     LIBOR + 1.75% (1)
     
     
     2034
     
     2009PremierWest Statutory
     
     December
     
     
     
     
     
     
     
     March
     
     MarchTrust II
     
     2004
     
     
     7,732,000
     
     LIBOR + 1.79% (2)
     
     
     2035
     
     2010Stockmans Financial
     
     August
     
     
     15,464,000
     
     5.93% (3)
     
     
     September
     
     SeptemberTrust I
     
     2005
     
     
     
     
     
     
     
     2035
     
     2010$
     30,928,000(1) PremierWest Statutory Trust I was bearing interest at the fixed rate of 5.65% until mid-December 2009, at which time it changed to a variable rate of LIBOR plus 1.75%, adjusted quarterly, through the final maturity date in December 2034.(2) PremierWest Statutory Trust II was bearing interest at the fixed rate of 5.65% until March 2010, at which time it changed to the variable rate of LIBOR plus 1.79%, adjusted quarterly, through the final maturity date in March 2035.(3) Stockmans Financial Trust I bears interest at the fixed rate of 5.93% until September 2010, at which time it converts to the variable rate of LIBOR plus 1.42%, adjusted quarterly, through the final maturity date in September 2035.
  The Oregon Department of Consumer and Business Services, which supervises banks and bank holding companies through its Division of Finance and Corporate Securities, and the Federal Reserve have policies that encourage banks and bank holding companies to pay dividends from current earnings, and have the general authority to limit the dividends paid by banks and bank holding companies, respectively. The Company does not expect to be in a position to pay interest payments on trust preferred securities without regulatory approval or until the Bank is well-capitalized and has satisfied conditions in its recent regulatory agreement (see Note 2). The Company is permitted to defer such interest payments for up to 20 consecutive quarters, but during a 17


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deferral period it is prohibited from making dividend payments on its capital stock. The amount of accrued and unpaid interest was approximately $1.2 million as of June 30, 2010. NOTE 11  PREFERRED STOCK On February 13, 2009, in exchange for an aggregate purchase price of $41.4 million, the Company issued and sold to the United States Department of the Treasury pursuant to the Troubled Asset Relief Program Capital Purchase Program (TARP) the following: (i) 41,400 shares of the Companys Fixed Rate Cumulative Perpetual Preferred Stock, Series B, no par value per share, and liquidation preference of $1,000 per share and (ii) a Warrant to purchase up to 1,090,385 shares of the Companys common stock, no par value per share, at an exercise price of $5.70 per share, subject to certain anti-dilution and other adjustments. The Warrant may be exercised for up to ten years after it is issued. In connection with the issuance and sale of the Companys securities, the Company entered into a Letter Agreement including the Securities Purchase Agreement-Standard Terms, dated February 13, 2009, with the United States Department of the Treasury (the Agreement). The Agreement contains limitations on the payment of quarterly cash dividends on the Companys common stock in excess of $0.057 per share and on the Companys ability to repurchase its common stock. The Agreement also grants the holders of the Series B Preferred Stock, the Warrant and the common stock to be issued under the Warrant registration rights, and subjects the Company to executive compensation limitations included in the Emergency Economic Stabilization Act of 2008 as amended by the American Recovery and Reinvestment Act of 2009. Participants in the TARP Capital Purchase Program are required to have in place limitations on the compensation of Senior Executive Officers and other employees. The Series B Preferred Stock (Preferred Stock) will bear cumulative dividends at a rate of 5.0% per annum for the first five years and 9.0% per annum thereafter, in each case, applied to the $1,000 per share liquidation preference, but will only be paid when, as and if declared by the Companys Board of Directors out of funds legally available. The Preferred Stock has no maturity date and ranks senior to the Companys common stock with respect to the payment of dividends and distributions and amounts payable upon liquidation, dissolution and winding up of the Company. In February 2009, following passage of the American Recovery and Reinvestment Act of 2009, the program terms were changed and the Company is no longer required to conduct a qualified equity offering prior to retirement of the Series B Preferred Stock; however, prior approval of the Companys primary federal regulator is required. The Preferred Stock is not subject to any contractual restrictions on transfer. The holders of the Preferred Stock have no general voting rights, and have only limited class voting rights including authorization or issuance of shares ranking senior to the Preferred Stock, any amendment to the rights of the Preferred Stock, or any merger, exchange or similar transaction which would adversely affect the rights of the Preferred Stock. If dividends on the Preferred Stock are not paid in full for six dividend periods, whether or not consecutive, the Preferred Stock holders will have the right to elect two directors. The right to elect directors will end when full dividends have been paid for four consecutive dividend periods. The Preferred Stock is not subject to sinking fund requirements and has no participation rights. While payments have not been made since the third quarter of 2009, in order to preserve capital, the Company has continued to accrue dividends through the second quarter of 2010. As of June 30, 2010, accrued and unpaid dividends totaled approximately $1.8 million. NOTE 12  COMMITMENTS AND CONTINGENCIES The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. These instruments involve various levels and elements of credit and interest rate risk in excess of the amount recognized in the accompanying consolidated financial statements. The contract or notional amounts of those instruments reflect the extent of involvement the Company has in particular classes of financial instruments. As of June 30, 2010, the Company had a total of $112.7 million of unfunded loan commitments consisting of $92.1 million of commitments to extend credit to customers and $20.6 million of standby letters related to extensions of credit. The Company also had approximately $300,000 of other unsecured lines of credit related to overdraft protection for demand deposit accounts. The Company has been named as a defendant in a suit filed in California that alleges lender liability. Management believes that the suit lacks merit and has begun the process of contesting the action. Accordingly, no reserve for loss has been established. In the ordinary course of business, the Bank may become involved in litigation arising from normal banking activities. In the opinion of Management, the ultimate disposition of current actions will not have a material adverse effect on the Companys consolidated financial position or results of operations. 18


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NOTE 13  BASIC AND DILUTED EARNINGS (LOSS) PER COMMON SHARE The Companys basic earnings (loss) per common share is computed by dividing net income (loss) available to common shareholders (net income (loss) less dividends declared and accretion of discount on preferred stock) by the weighted average number of common shares outstanding during the period, after giving retroactive effect to stock dividends and splits. The Companys diluted earnings (loss) per common share is computed similar to basic earnings (loss) per common share except that the numerator is equal to net income (loss) and the denominator is increased to include the number of additional common shares that would have been outstanding if dilutive potential common shares had been issued. Included in the denominator is the dilutive effect of stock options computed under the treasury stock method and the dilutive effect of the U.S. Treasury Warrant as if converted to common stock. The following summarizes the weighted average shares outstanding for computation of basic and diluted shares for the six months ended June 30, 2010 and 2009. Three months ended June 30:
     
     2010
     
     2009Weighted average number of common shares:Average shares outstanding-basic
     
     98,796,537
     
     24,766,928Average shares outstanding-diluted
     
     98,796,537
     
     24,766,928Six months ended June 30:
     
     2010
     
     2009Weighted average number of common shares:Average shares outstanding-basic
     
     65,727,980
     
     24,720,994Average shares outstanding-diluted
     
     65,727,980
     
     24,720,994
  As of June 30, 2010 and 2009, stock options of 917,788 and 1,006,814, respectively, were not included in the computation of diluted earnings per share, as well as a warrant to purchase 1,090,385 shares of common stock, as their inclusion would also have been anti-dilutive. No common stock equivalents are considered when the Company reports a net loss, as their inclusion would also be anti-dilutive. NOTE 14  INCOME TAXES As of June 30, 2010 and December 31, 2009, the Company had no recorded net deferred tax assets. As of June 30, 2009, the Company had recorded a net deferred tax asset of $19.3 million, (which is included in the accompanying condensed consolidated balance sheets). Under generally accepted accounting principles, a valuation analysis is required to be established if it is more likely than not that the deferred tax asset will not be realized. The determination of the realizability of the deferred tax assets is highly subjective and dependent upon judgment concerning managements evaluation of both positive and negative evidence, including forecasts of future income, applicable tax planning strategies and assessments of current and future economic and business conditions. The Company considers both positive and negative evidence regarding the ultimate realizability of deferred tax assets. Positive evidence includes the ability to implement tax planning strategies to accelerate taxable income recognition and the probability that taxable income will be generated in future periods. Negative evidence includes the Companys cumulative loss in the prior three year period and the current general business and economic environment. Management determined after analysis of available evidence at December 31, 2009, that based on the Banks expected performance, the deferred tax assets would not be recognized in the normal course of operations within the next business cycle and, accordingly, reduced the entire net deferred tax asset by a corresponding valuation allowance at that time. NOTE 15  RECENTLY ISSUED ACCOUNTING STANDARDS In July 2010, the FASB issued Accounting Standards Update ASU No. 2010-20Receivables (Topic 310) - Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Lossesto improve the quality of financial reports by lowering the threshold for disclosure of an entitys allowance for credit losses and the credit quality of its financing receivables, the FASB says an entity should provide disclosures disaggregated into two levels: portfolio segment and class of financing receivable. Users of financial statements should be able to readily evaluate the nature of credit risk inherent in an entitys portfolio of financing receivables, how that risk is analyzed and assessed in arriving at the allowance for credit losses, and the changes and reasons for those changes in the allowance for credit losses. Numerous additional disclosures relating to financing receivables are also being required, in order to shed further light on an entitys financial position. For public entities, the disclosures as of the end of a reporting period are effective for interim and annual reporting periods ending on or after December 15, 2010. The disclosures about activity that occurs during a reporting period are effective for interim and annual reporting periods beginning on or after December 15, 2010. The Company does not expect the adoption of ASU No. 2010- 20 to have a material impact on the consolidated financial statements. In April 2010, the FASB issued Accounting Standards Update ASU No. 2010-18Receivables (Topic 310)  Effect of a Loan Modification When the Loan is Part of the Pool that is Accounted for as a Single Assetto clarify the guidance for loans acquired in a 19


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pool of assets with evidence of declining credit quality. FASB ASC 310-20,Receivables  Loans and Debt Securities Acquired with Deteriorated Credit Quality,is amended to clarify the criteria by which an acquired loan can be removed from an asset pool. Modifications of loans that are accounted for within a pool under Subtopic 310-30 do not result in the removal of those loans from the pool even if the modification of those loans would otherwise be considered a troubled debt restructuring. An entity will continue to be required to consider whether the pool of assets in which the loan is included is impaired if expected cash flows for the pool change. The amendments will be effective for loans that are part of an asset pool and are modified during financial reporting periods that end on or after July 15, 2010. The Company does not expect the adoption of ASU No. 2010-18 to have a material impact on the consolidated financial statements. In April 2010, the FASB issued Accounting Standards Update ASU No. 2010-12 Income Taxes (Topic 740) to address changes in accounting for income taxes resulting from recently issued Health Care and Education Reconciliation Act of 2010 and the Patient Protection and Affordable Care Act. The update explains that even though the bills were signed seven days apart, they should be considered together for accounting purposes. If a registrants reporting period ends after the signing of the first bill, but before the signing of the second, they should take the effects of both bills into consideration when measuring current and deferred tax liabilities and assets. The Company does not expect the adoption of ASU No. 2010-12 to have a material impact on the consolidated financial statements. In March 2010, the FASB issued Accounting Standards Update ASU No. 2010-09Amendments to Subsequent Events Requirements for SEC Issuersto amend FASB ASC Topic 855 to exclude SEC reporting entities from the requirement to disclose the date on which subsequent events have been evaluated. In addition, it modifies the requirement to disclose the date on which subsequent events have been evaluated in reissued financial statements to apply only to such statements that have been restated to correct an error or to apply U.S. GAAP retrospectively. The adoption of ASU No. 2010-09 did not have a material impact on the consolidated financial statements. In January 2010, the FASB issued Accounting Standards Update ASU No. 2010-06 Fair Value Measurements and Disclosures (Topic 820)Improving Disclosures about Fair Value Measurements to improve disclosures about fair value measurements. For each class of assets and liabilities, reporting entities will have to provide additional disclosures describing the reasons for transfers of assets in and out of Levels 1 and 2 of the three-tier fair value hierarchy in accordance with FASB ASC Topic 820. For assets valued with the Level 3 method, the entity will have to separately present purchases, sales, issuances, and settlements in the reconciliation for fair value measurements. This update also states that an entity should provide fair value measurements for each class of asset or liability, and explain the inputs and techniques used in calculating Levels 2 and 3 fair value measurements. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The adoption of the effective portion of ASU No. 2010-06 did not have a material impact on the consolidated financial statements. The Company does not expect the adoption of the remaining portion of ASU No. 2010-06 to have a material impact on the consolidated financial statements. 20


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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS DISCLOSURE REGARDING FORWARD LOOKING STATEMENTS This report includes forward-looking statements within the meaning of the safe-harbor provisions of Sections 21D and 21E of the Securities Exchange Act of 1934, as amended. Other than statements of historical fact, all statements about our financial position and results of operations, business strategy and Managements plans and objectives for future operations are forward-looking statements. When used in this report, the words anticipate, believe, estimate, expect, and intend, and words or phrases of similar meaning, as they relate to the Company or Management, are intended in part to help identify forward-looking statements. Examples of forward-looking statements include, but are not limited to: statements that include projections or Managements expectations for revenues, income or expenses, earnings per share, capital expenditures, dividends, capital structure and other financial items; statements of the plans and objectives of the Company, its Management or its Board of Directors, including the introduction of new products or services, plans for expansion, acquisitions or future growth and estimates or predictions of actions by customers, vendors, competitors or regulatory authorities; statements about future economic performance; statements of assumptions underlying other statements about the Company and its business; statements regarding the adequacy of the allowance for loan losses; and descriptions of assumptions underlying or relating to any of the foregoing. Although Management believes that the expectations reflected in forward-looking statements are reasonable, we can make no assurance that such expectations will prove correct. Forward-looking statements are subject to various risks and uncertainties that could cause actual results to differ materially from those indicated by the forward-looking statements. For a more comprehensive discussion of the risk factors impacting our business refer toItem 1A Risk Factorsin the Companys filed Form 10-K for the year ended December 31, 2009, as updated and supplemented by our filings with the Securities and Exchange Commission. These risks and uncertainties include the effect of competition and our ability to compete on price and other factors; deterioration in credit quality, or in the value of the collateral securing our loans, due to higher interest rates, increased unemployment, further or continued disruptions in the credit markets, or other economic factors; customer acceptance of new products and services; economic conditions and events that disproportionately affect our business due to regional concentration; general business and economic conditions, including the residential and commercial real estate markets; interest rate changes; regulatory and legislative changes; changes in the demand for loans and changes in consumer spending, borrowing and savings habits; changes in accounting policies; our ability to maintain or expand our market share or our net interest margin; factors that could limit or delay implementation of our marketing and growth strategies; and our ability to integrate acquired branches or banks. You should not unduly rely on forward-looking statements. They give our expectations about the future and are not guarantees. Forward-looking statements speak only as of the date they are made, and we do not undertake to update them to reflect changes that occur after the date they are made. This report includes information about our historical financial performance, and this information should not be considered as an indication or projection of future results. OVERVIEW The following includes Managements discussion of the financial condition and results of operations for PremierWest Bancorp and its wholly-owned subsidiary, PremierWest Bank, including the Banks wholly-owned subsidiaries, Premier Finance Company and PremierWest Investment Services, Inc., for the three and six month periods ending June 30, 2010. This discussion should be read in conjunction with the consolidated financial statements and accompanying notes contained in this report as well as the Companys Form 10-K for the year ended December 31, 2009. For discussion purposes, Management has made comparisons, as it deems appropriate, to comparable interim periods in 2009 and the fiscal year period ended December 31, 2009. HIGHLIGHTS For the second quarter ending June 30, 2010, the Companys net loss applicable to common shareholders was $2.1 million or $0.02 per basic and fully diluted common share, compared to net loss applicable to common shareholders of $28.6 million or $1.15 per basic and fully diluted common share for the quarter ended June 30, 2009. Annualized return on average common shareholders equity was -13.59% and annualized return on average assets was -0.55% for the quarter ended June 30, 2010, as compared to an annualized return on average common shareholders equity and return on average assets of -66.32% and -7.62%, respectively, for the quarter ended June 30, 2009. During the second quarter of 2009, federal and state bank regulators initiated their annual regulatory examination and completed the examination during the third quarter of 2009. In April 2010, the Company stipulated to the issuance of a Consent Order (the Agreement) with the FDIC and the DFCS, the Banks principal regulators, directing the Bank to take actions intended to strengthen its overall condition, many of which were already or in the process of being implemented by the Bank. In June 2010, the Company entered into a Written Agreement with the Federal Reserve Bank of San Francisco and the DFCS, which routinely accompanies or follows a Consent Order from the FDIC and provides for similar restrictions and requirements at the holding company level. For a more detailed discussion, please reference the CompanysForms 8-Kfiled April 8, 2010 and June 4, 2010. In the first quarter of 2010, we began a common stock offering, which was completed in April 2010, and raised $33.2 million in gross proceeds. Proceeds received increased our Total Risk-Based Capital, Tier 1 Capital and Tier 1 Leverage Capital ratios, which now exceed published regulatory numerical standards for Well-Capitalized financial institutions. However, pursuant to the Agreement 21


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with the FDIC, the Bank is required to increase and maintain its Tier 1 Capital in such an amount to ensure that the Banks leverage ratio equals or exceeds 10% and be deemed Well-Capitalized under all regulatory standards for the Agreement to be terminated. At June 30, 2010, loans, net of deferred fees, decreased $27.3 million or 2% compared to March 31, 2010 as a result of normal principal repayments, foreclosures and credit charge-offs. New loans funded during the most recent quarter totaled approximately $15.2 million. At June 30, 2010, deposits decreased $48.4 million or 4% from March 31, 2010. The principal decline included $16.9 million in public-entity deposits and non-core deposits, and was a planned reduction of deposits that do not represent strategic relationships. PremierWests overall loss available to common shareholders declined $26.6 million or 93% over the three month period ending June 30, 2010, in comparison to the same period a year ago, principally due to reduced provision expense of $48.0 million. At June 30, 2010, the Companys allowance for loan losses totaled $43.9 million, representing 4.02% of gross loans. The $2.0 million decrease in the allowance from December 31, 2009, was comprised of a $8.5 million increase from the provision charge against earnings partially offset by $15.0 million in charge-offs less $4.5 million in recoveries of previously charged-off loans. The decline in the allowance for loan losses resulted from the addition of non-performing loans, whose specific reserves were much less than the general reserve requirement previously-allocated. This is due to the collateral supporting these loans being sufficient to protect against any additional credit loss. Non-performing assets totaled $144.8 million at June 30, 2010, an increase of $16.1 million when compared to $128.7 million in non-performing assets at December 31, 2009. The June 30, 2010 balance includes $15.1 million in OREO compared to $24.7 million at December 31, 2009, reflecting continued active management of foreclosure-related activities and OREO sales during the second quarter of 2010. Non-performing loans increased from $103.9 million at December 31, 2009, to $129.7 million at June 30, 2010. The principal component of the increase in non-performing loans was a single credit relationship comprised of six loans totaling $23.4 million, whose principal indicated his unwillingness or inability to service the debt obligations. As a result, the loans were placed on non-accrual. The Banks gross loan to deposit ratio was 83.13% and 80.87% as of June 30, 2010 and December 31, 2009, respectively. The increase is a result of the $16.9 million decline in deposits principally due to a decline in public-entity deposits and other non-core deposits over the six-month period. The Company continues to have strong liquidity and a substantial and stable core deposit base. Core deposits are the lowest cost and preferred source of funds and when loan volume exceeds the level of core deposits, the Bank must rely on higher cost borrowings and/or brokered deposits as a secondary source of funding to bridge the gap between deposit and loan volumes. However, Management will continue to emphasize core deposits as the preferred source of funding as part of the Banks overall funding strategy to support liquidity needs as well as continue to implement relationship-oriented strategies for attracting additional core deposits. While the competitive environment for attracting deposits remains keen, PremierWest has been successful over time at growing its core deposit base and continues to seek these local relationship-based deposits. The Banks year-over-year loan volume changes and ongoing pipeline of new loan production is in line with Managements internal expectations at June 30, 2010, in light of general economic and credit quality considerations. Managements broader business plan and strategy is to remain focused on reducing nonperforming assets and limiting new loan commitments to borrowers who bring strategic relationship value to the Bank. 22


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FINANCIAL HIGHLIGHTS The following table presents information regarding yields on interest-earning assets, rates paid on interest-bearing liabilities, net interest spreads, net yields on average interest-earning assets, returns on average assets and returns on average equity for the periods indicated. (Dollars in 000's)
     
     
     
     
     
     
     
     
     
     IncreaseAnalysis for the three-month period ended:
     
     June 30, 2010
     
     
     
     June 30, 2009
     
     
     
     (Decrease)
     
     
     % ChangeAverage fed funds sold and investments
     $
     298,640
     
     
     $
     89,791
     
     
     $
     208,849
     
     
     232.59
     %Average gross loans
     
     1,114,045
     
     
     
     1,239,711
     
     
     
     (125,666
     )
     
     -10.14
     %Average mortgages held-for-sale
     
     509
     
     
     
     1,406
     
     
     
     (897
     )
     
     -63.80
     %Average interest-earning assets
     
     1,413,194
     
     
     
     1,330,908
     
     
     
     82,286
     
     
     6.18
     %Average interest-bearing liabilities
     
     1,129,042
     
     
     
     1,059,431
     
     
     
     69,611
     
     
     6.57
     %Average total assets
     
     1,495,966
     
     
     
     1,506,252
     
     
     
     (10,286
     )
     
     -0.68
     %Average stockholders' equity
     
     100,585
     
     
     
     212,322
     
     
     
     (111,737
     )
     
     -52.63
     %Average common equity
     
     60,873
     
     
     
     172,974
     
     
     
     (112,101
     )
     
     -64.81
     %Average yield earned (1)
     
     5.04
     %
     
     
     5.82
     %
     
     
     (0.78
     )
     
     -13.40
     %Average rate paid
     
     1.04
     %
     
     
     1.90
     %
     
     
     (0.86
     )
     
     -45.26
     %Net interest spread
     
     4.00
     %
     
     
     3.92
     %
     
     
     0.08
     
     
     2.04
     %Net interest income to averageinterest-earning assets (net interest margin) (1)
     
     4.23
     %
     
     
     4.33
     %
     
     
     (0.10
     )
     
     -2.31
     %Annualized return on average assets
     
     -0.55
     %
     
     
     -7.62
     %
     
     
     7.07
     
     
     92.78
     %Annualized return on average common equity
     
     -13.59
     %
     
     
     -66.32
     %
     
     
     52.73
     
     
     79.51
     %Efficiency ratio (2)
     
     94.66
     %
     
     
     78.62
     %
     
     
     16.04
     
     
     20.40
     %(Dollars in 000's)
     
     
     
     
     
     
     
     
     
     IncreaseAnalysis for the six-month period ended:
     
     June 30, 2010
     
     
     
     June 30, 2009
     
     
     
     (Decrease)
     
     
     % ChangeAverage fed funds sold and investments
     $
     288,467
     
     
     $
     75,718
     
     
     $
     212,749
     
     
     280.98
     %Average gross loans
     
     1,125,985
     
     
     
     1,253,223
     
     
     
     (127,238
     )
     
     -10.15
     %Average mortgages held-for-sale
     
     606
     
     
     
     1,298
     
     
     
     (692
     )
     
     -53.31
     %Average interest-earning assets
     
     1,415,058
     
     
     
     1,330,239
     
     
     
     84,819
     
     
     6.38
     %Average interest-bearing liabilities
     
     1,147,803
     
     
     
     1,043,951
     
     
     
     103,852
     
     
     9.95
     %Average total assets
     
     1,502,622
     
     
     
     1,497,928
     
     
     
     4,694
     
     
     0.31
     %Average stockholders' equity
     
     88,091
     
     
     
     206,029
     
     
     
     (117,938
     )
     
     -57.24
     %Average common equity
     
     48,427
     
     
     
     176,061
     
     
     
     (127,634
     )
     
     -72.49
     %Average yield earned (1)
     
     5.13
     %
     
     
     5.98
     %
     
     
     (0.85
     )
     
     -14.21
     %Average rate paid
     
     1.07
     %
     
     
     2.04
     %
     
     
     (0.97
     )
     
     -47.55
     %Net interest spread
     
     4.06
     %
     
     
     3.94
     %
     
     
     0.12
     
     
     3.05
     %Net interest income to averageinterest-earning assets (net interest margin) (1)
     
     4.25
     %
     
     
     4.37
     %
     
     
     (0.12
     )
     
     -2.75
     %Annualized return on average assets
     
     -0.72
     %
     
     
     -4.38
     %
     
     
     3.66
     
     
     83.56
     %Annualized return on average common equity
     
     -22.34
     %
     
     
     -37.26
     %
     
     
     14.92
     
     
     40.04
     %Efficiency ratio (2)
     
     87.56
     %
     
     
     76.72
     %
     
     
     10.84
     
     
     14.13
     %
 Notes:(1)Tax equivalent(2)Non-interest expense divided by net interest income plus non-interest income 23


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RESULTS OF OPERATIONSQUARTER ENDED JUNE 30, 2010 NET INTEREST INCOME Net interest income, the Banks primary source of revenue, is the difference between the interest income generated from earning assets (loans and investments) and the interest expense paid on interest-bearing liabilities (interest-bearing deposits and borrowed funds). Net interest income for the quarter ended June 30, 2010 increased $534,000 or up 4% from the same quarter one year earlier. Market interest rates have been held at low levels during the current quarter by the Federal Reserve in an attempt to help stimulate the economy. The interest rate environment affected both our yield on earning assets and our cost of interest-bearing deposits and was a principal factor in keeping our net interest income similar to the same period last year. Also affecting our yields were the increase in non-performing loans that resulted in interest reversals when these loans were placed on non-accrual status as well as the ongoing burden of including these non-performing loans in earning assets without the corresponding yield from accruing interest. A key metric of our profitability is our net interest margin (net interest income divided by average interest-earning assets), which relates to the relative stability in our net interest income over time, all other things being equal. Both our net interest income and net interest margin are affected by variables such as the volume and mix of our earning assets; the volume and mix of both our interest-bearing and non-interest-bearing liabilities; the credit quality of our loan portfolio; and the general movement in the market rates of interest. Our asset sensitive interest rate position was a significant factor in the year-over-year decline in the second quarter net interest margin from 4.33% in 2009 to 4.23% in the most recently completed quarter, a decline of 10 basis points. Also contributing to the decline was the increasing volume of non-performing loans for which no interest income is recorded (seeLoansbelow). Our yield on earning assets averaged 5.04%, down 78 basis points from the same quarter a year ago, while our cost of average interest-bearing liabilities fell 86 basis points from 1.90% in the same quarter a year ago to 1.04% in the most recent quarter. The changes resulted in an interest spread of 4.00% during the current quarter ended June 30, 2010, up 8 basis points from 3.92% recorded during the same period a year ago. LOAN LOSS PROVISION Charges made to the provision for loan losses that translate to increases in our allowance for loan losses were $2.4 million and $50.4 million for the three month periods ended June 30, 2010 and June 30, 2009, respectively. The Company had net charge-offs of $5.0 million during the second quarter of 2010 compared to net charge-offs of $35.7 million for the corresponding period in 2009. Management believes that the June 30, 2010 balance in the allowance for loan losses is reasonable and appropriate to support inherent potential losses in the Companys loan portfolio. (Also seeAllowance for Loan Losses and Reserve for Unfunded Commitments.) NON-INTEREST INCOME Non-interest income represents service charges, fees, commissions and other income derived principally from general banking services, residential mortgage activity, sales of investment and insurance products and gains from the sales of other assets. During the second quarter of 2010, PremierWest had non-interest income of $2.4 million, a decrease of $354,000 or 13% from the corresponding period in 2009. On a summary basis, the decrease was primarily driven by a $295,000 or 22% decrease in service charges on deposit accounts, and a $177,000 or 78% decrease in mortgage banking fees. NON-INTEREST EXPENSE Non-interest expense increased approximately $2.9 million or 22% for the three months ended June 30, 2010, as compared to the corresponding period in 2009. On a summary basis, there was a $136,000 or 2% decrease in salaries and employee benefits; a $202,000 or 11% increase in net occupancy costs including costs associated with four branch closures; a $158,000 or 37% increase in professional fees; and a $2.2 million or 1583% increase in OREO write downs and expenses partially offset by gains on sales of OREO. EFFICIENCY RATIO The Companys efficiency ratio, defined as non-interest expense divided by the sum of net interest income and non-interest income, was 94.66% during the second quarter of 2010 compared to 78.62% for the second quarter of 2009. Given current increases in regulatory assessment costs, Management believes that once credit deterioration has subsided, a ratio in the 60% to 65% range is a reasonable and sustainable target given the Banks strategies for both growth and customer service and has implemented actions to carefully manage controllable costs pending resolution of credit issues that currently exist. SIX MONTHS ENDED JUNE 30, 2010 NET INTEREST INCOME For the six months ended June 30, 2010, net interest income increased $980,000 or 3% compared to the same period in 2009. During the first six months of 2010, our interest income declined $3.4 million compared to the same period in 2009 while our interest expense declined $4.4 million or 42% compared to the same period in 2009. Our asset sensitive interest rate position was a significant factor in the year-over-year decline in our net interest margin from 4.37% for the six months ended June 30, 2009 to 4.25% for the most recently completed six month period. Our yield on average earning assets was 5.13% down 85 basis points from the same period last year, while our cost of average interest-bearing liabilities fell 97 basis points to 1.07% in 2010 from 2.04% 24


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in 2009. These changes resulted in a net interest spread of 4.06% for the six months ended June 30, 2010, up 12 basis points from 3.94% recorded as of June 30, 2009. LOAN LOSS PROVISION Charges made to the provision for loan losses that translate to increases in our allowance for loan losses were $8.5 million and $61.1 million for the six month periods ended June 30, 2010 and June 30, 2009, respectively. The Company had net charge-offs of $10.4 million during the first half of 2010 compared to net charge-offs of $37.9 million for the corresponding period in 2009. Management believes that the June 30, 2010 balance in the allowance for loan losses is reasonable and appropriate to support inherent potential losses in the Companys loan portfolio. (Also seeAllowance for Loan Losses and Reserve for Unfunded Commitments.) NON-INTEREST INCOME During the first six months of 2010, PremierWest had non-interest income of $5.2 million, a decrease of $151,000 or 3% from the corresponding period in 2009. NON-INTEREST EXPENSE Non-interest expense increased approximately $4.4 million or 17% for the six months ended June 30, 2010, as compared to the corresponding period in 2009. On a summary basis, there was a $625,000 or 36% increase in FDIC and state assessments; a $230,000 or 21% increase in professional fees; and a $2.8 million or 2003% increase in OREO write downs and expenses partially offset by gains on OREO sales. EFFICIENCY RATIO The Companys efficiency ratio was 87.56% during the first six months of 2010 compared to 76.72% for the first six months of 2009. Given current increases in regulatory assessment costs, Management believes that a ratio in the 60% to 65% range is a reasonable and sustainable target given the Banks strategies for both growth and customer service and has implemented actions to bring the efficiency ratio back to its target range. FINANCIAL CONDITION Total assets of $1.46 billion at June 30, 2010, decreased $75.4 million or 5% compared to total assets of $1.54 billion at December 31, 2009. This decrease occurred primarily as a result of our planned reduction in brokered deposits and public-entity deposits during the first half of 2010. On a consolidated basis, comparing June 30, 2010 to December 31, 2009, gross loans declined $57.2 million; the Allowance for Loan Losses decreased $2.0 million; cash and other earning assets decreased $8.0 million; and all other assets decreased $12.2 million. Gross loans accounted for 74.74% of total assets at June 30, 2010, compared to 74.79% at December 31, 2009. As of June 30, 2010, the allowance for loan losses decreased to $43.9 million from $45.9 million at December 31, 2009. The allowance for loan losses was increased by an $8.5 million in provision charged against earnings and decreased by $10.4 million in net charge-offs. During the quarter ending June 30, 2010, we continued to maintain our allowance for loan loss to reserve against loan portfolio losses primarily associated with commercial real estate lending concentrations. The loan loss reserve as a percentage of gross loans was increased from 3.99% at December 31, 2009, to 4.02% at the end of the currently completed period. The ratio of loan loss reserve to non-performing loans declined from 44.17% at year end 2009, to 33.86% at June 30, 2010. Our credit teams continue to work diligently with borrowers to improve the general credit quality of the loan portfolio. Total non-performing assets were $144.8 million at June 30, 2010, up from $128.7 million as of December 31, 2009, and represent 9.91% of total assets. As of June 30, 2010, a single borrower whose relationship is comprised of four commercial real estate loans and two construction loans, with aggregate principal of $23.4 million, indicated his unwillingness or inability to continue to service the debt obligations, thereby requiring the Company to classify his loans as impaired and transfer them to non-performing status. This was the most significant factor affecting the increase in non-performing loans and non-performing assets during the quarter just ended. The June 30, 2010 non-performing asset total includes $28.0 million in non-accrual loans that were current as to principal and interest payments and were less than 30 days past due. The non-performing assets also include $15.1 million in OREO as of June 30, 2010, down $9.7 million from December 31, 2009. For additional information regarding non-performing loans, seeAsset Quality and Non-performing Assetsbelow. Management maintains a strong liquidity position and the ability to borrow from the FHLB of Seattle, a correspondent bank and the Federal Reserve Bank of San Francisco. For more information about liquidity refer to theLiquidity and Capital Resourcessection below. 25


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The table below sets forth certain summary balance sheet information for June 30, 2010, and December 31, 2009: June 30,
     
     
     December 31,
     
     
     Increase (Decrease)2010
     
     
     2009
     
     
     6/30/10  12/31/09(Dollars in 000's)ASSETSFederal funds sold
     $
     77,785
     
     $
     69,855
     
     $
     7,930
     
     11.35
     %Securities available-for-sale
     
     150,748
     
     
     114,937
     
     
     35,811
     
     31.16
     %Securities held-to-maturity
     
     30,302
     
     
     47,384
     
     
     (17,082
     )
     -36.05
     %Restricted equity investments
     
     3,586
     
     
     3,643
     
     
     (57
     )
     -1.56
     %Loans, net (1)
     
     1,046,966
     
     
     1,102,224
     
     
     (55,258
     )
     -5.01
     %Other assets (2)
     
     151,506
     
     
     198,271
     
     
     (46,765
     )
     -23.59
     %Total assets
     $
     1,460,893
     
     $
     1,536,314
     
     $
     (75,421
     )
     -4.91
     %LIABILITIESNoninterest-bearingdeposits
     $
     244,315
     
     $
     256,167
     
     $
     (11,852
     )
     -4.63
     %Interest-bearingdeposits
     
     1,069,186
     
     
     1,164,595
     
     
     (95,409
     )
     -8.19
     %Total deposits
     
     1,313,501
     
     
     1,420,762
     
     
     (107,261
     )
     -7.55
     %Other liabilities (3)
     
     46,232
     
     
     44,017
     
     
     2,215
     
     5.03
     %Total liabilities
     
     1,359,733
     
     
     1,464,779
     
     
     (105,046
     )
     -7.17
     %SHAREHOLDERSEQUITY
     
     101,160
     
     
     71,535
     
     
     29,625
     
     41.41
     %Total liabilitiesand shareholders' equity
     $
     1,460,893
     
     $
     1,536,314
     
     $
     (75,421
     )
     -4.91
     %
  (1) Net of deferred loan fees and the allowance for loan losses (2) Includes cash and due from banks, other equity investments, premises and equipment, core deposit intangible, accrued interest receivable, mortgage loans held-for-sale and bank-owned life insurance.  (3) Includes borrowings, accrued interest payable and other liabilities Loans Our portfolio of loans, shown as gross loans below, at June 30, 2010 was $1.09 billion, a decrease of $57.2 million from the December 31, 2009 balance and a decrease of $109.2 million from June 30, 2009. The decrease occurred as paydowns, foreclosures and charge-offs on non-performing loans outpaced new loan production, which has remained soft due to economic conditions. The table below presents the distribution of our loan portfolio by loan type at June 30, 2010 and December 31, 2009. Note that the loan concentration classifications described below are categorized differently than as described inNote 7. Loan commitments(Dollars in 000's)June 30, 2010
     
     
     December 31, 2009Funded Loan
     Unfunded Loan
     
     Total Loan
     
     
     Funded Loan
     
     Unfunded Loan
     
     Total LoanTotals
     
     Totals
     
     Commitments
     
     
     Totals
     
     Totals
     
     CommitmentsAgricultural/Farm
     $
     38,984
     $
     13,830
     $
     52,814
     
     $
     43,418
     $
     6,084
     $
     49,502C&I
     
     192,119
     
     72,573
     
     264,692
     
     
     210,392
     
     82,076
     
     292,468CRE
     
     722,598
     
     4,651
     
     727,249
     
     
     746,159
     
     12,761
     
     758,920Residential RE construction
     
     23,582
     
     1,124
     
     24,706
     
     
     28,223
     
     3,179
     
     31,402Residential RE
     
     30,084
     
     390
     
     30,474
     
     
     31,991
     
     195
     
     32,186Consumer RE
     
     33,455
     
     17,445
     
     50,900
     
     
     33,979
     
     17,758
     
     51,737Consumer
     
     50,882
     
     2,666
     
     53,548
     
     
     50,134
     
     3,510
     
     53,6441,091,704
     
     112,679
     
     1,204,383
     
     
     1,144,296
     
     125,563
     
     1,269,859Other*
     
     156
     
     286
     
     442
     
     
     4,731
     
     300
     
     5,031Gross loans
     $
     1,091,860
     $
     112,965
     $
     1,204,825
     
     $
     1,149,027
     $
     125,863
     $
     1,274,890* Includes overdrafts, leases, credit cards and other adjustments such as loan premium outstanding.
  As indicated above, the Companys loan portfolio is and has been concentrated in commercial real estate loans during recent years.Management has taken actions to reduce higher risk commercial real estate loan volume by minimizing emphasis on new commercial 26


---



real estate loan production and by reducing related concentration limits. However, the volume of commercial real estate loans remains above Managements expectations due, in large part, to slowing loan repayments combined with diminished loan demand in other lending categories. Economic conditions have also produced significant reductions in real estate values, and the slowdown has resulted in business failures that have also adversely affected commercial real estate valuations. Consequently, Management continues to mitigate credit risk and develop appropriate exit strategies for commercial real estate loans that may encounter difficulties if the economic downturn continues. These efforts have resulted in a decline in commercial real estate loans outstanding during the first six months of 2010 totaling $23.6 million. The table above also summarizes funded and unfunded loan commitments by loan type for the periods ending June 30, 2010 and December 31, 2009. Funded loan totals, excluding the Other category, declined by $52.6 million or 5% during the first six months of 2010, primarily as a result of $10.4 million in net loan charge-offs and $5.1 million in the net activity in foreclosure transfers to OREO. During the six months ended June 30, 2010, unfunded loan commitments declined $12.9 million while loan disbursements and loan payoffs totaled $32.7 million and $69.9 million, respectively. The table below shows total funded and unfunded loan commitments by loan type and geographic region at June 30, 2010: Total loan commitments by type and geographic region(Dollars in 000's)June 30, 2010Southern
     
     Mid-Central
     
     Northern
     
     SacramentoOregon
     
     Oregon
     
     California
     
     ValleyAgricultural/Farm
     $
     13,927
     $
     3,854
     $
     4,998
     $
     30,035C&I
     
     128,194
     
     54,024
     
     30,814
     
     51,660CRE
     
     325,258
     
     152,610
     
     79,069
     
     170,312Residential RE construction
     
     7,525
     
     3,069
     
     6,263
     
     7,849Residential RE
     
     9,303
     
     3,006
     
     6,328
     
     11,837Consumer RE
     
     29,028
     
     8,604
     
     11,200
     
     2,068Consumer
     
     22,503
     
     1,901
     
     5,846
     
     23,298Total*
     $
     535,738
     $
     227,068
     $
     144,518
     $
     297,059* Excludes Other category comprised of overdrafts, leases, credit cards and other adjustmentssuch as loan premium oustanding, in the amount of $442,000.
  Asset Quality and Non-Performing Assets Non-performing loans, which include non-accrual loans and accruing loans past due over 90 days, totaled $129.7 million, or 11.88% of gross loans at June 30, 2010, as compared to $103.9 million, or 9.04% of gross loans at December 31, 2009. At June 30, 2010, the nonperforming loan total included $28.0 million, or 2.56% of gross loans, current as to payment of contractual principal and interest. As of June 30, 2010, non-performing assets, which include non-performing loans and OREO, totaled $144.8 million or 9.91% of total assets as compared to $128.7 million, or 8.37% of total assets as of December 31, 2009. As of June 30, 2010, a single borrower whose relationship is comprised of four commercial real estate loans and two construction loans, with aggregate principal of $23.4 million, indicated his unwillingness or inability to continue to service the debt obligations, thereby requiring the Company to classify his loans as impaired and transfer them to non-performing status. This was the most significant factor affecting the increase in non-performing loans and non-performing assets during the quarter just ended. Loans are classified as non-accrual when full collection of principal or interest is uncertain if (1) they are past due as to maturity or payment of contractual principal or interest by 90 days or more, and (2) other circumstances create uncertainty as to such payment. In certain instances where the loans are well secured and in the process of collection, such loans will not be placed on non-accrual status. In addition, loans that are impaired pursuant to ASC 310-10-35, Accounting by Creditors for the Impairment of a Loan, are classified as non-accrual consistent with regulatory guidance. Loans placed on non-accrual status typically remain so until all principal and interest payments are brought current, and the potential for future payments, in accordance with associated loan agreements, appears reasonably certain. Interest lost on non-accrual loans for the six months ended June 30, 2010 was $5.0 million. Foreclosed properties included as OREO are recorded at the net realizable value, which becomes the propertys new basis. Any write-downs based on the assets fair value at the date of acquisition are charged to the allowance for loan losses. After foreclosure, Management periodically performs valuations such that the real estate is carried at the lower of its new cost basis or fair value, net of estimated costs to sell. Fair value adjustments on OREO are recorded as a net loss or gain, as appropriate. These losses represent impairments on OREO for fair value adjustments based on the fair value of the real estate. OREO totaled $15.1 million at June 30, 2010 and was comprised of 54 property units. Approximately 80% of the dollar volume of OREO held by the Company is located in Oregon with the remaining balance located in California. 27


---



The balance of OREO has fluctuated during the quarter and six months ended June 30, 2010, as illustrated in the table below: Other real estate owned and foreclosed assets ("OREO")(Dollars in 000's)Three Months Ended
     
     
     
     Six Months EndedJune 30,
     
     
     
     
     June 30,2010
     
     
     
     2009
     
     
     
     2010
     
     
     
     2009Other real estate owned and foreclosed assets,beginning of period
     $
     21,517
     
     
     $
     9,362
     
     
     $
     24,748
     
     
     $
     4,423Transfers from outstanding loans
     
     2,733
     
     
     
     7,114
     
     
     
     5,109
     
     
     
     12,053Improvements and other additions
     
     75
     
     
     
     233
     
     
     
     324
     
     
     
     233Sales
     
     (7,838
     )
     
     
     (1,793
     )
     
     
     (13,465
     )
     
     
     (1,793
     )Net gain (loss) on sales
     
     1,146
     
     
     
     (141
     )
     
     
     1,463
     
     
     
     (141
     )Impairment charges
     
     (2,549
     )
     
     
     (187
     )
     
     
     (3,095
     )
     
     
     (187
     )Total other real estate owned and foreclosed assets
     $
     15,084
     
     
     $
     14,588
     
     
     $
     15,084
     
     
     $
     14,588
  The Company has written down impaired, non-accrual loans at June 30, 2010, to their net realizable value or has established impairment reserves as appropriate. Procedures to establish the fair value of collateral securing impaired, collateral-dependent loans rely primarily on third-party appraisals. When independent appraisals are not available on a timely basis, other supporting evidence is used to estimate the net recoverable values pending receipt of the preferred third-party appraisal. The following table summarizes the Companys non-performing assets as of June 30, 2010 and December 31, 2009: Non-performing assets(Dollars in 000's)June 30, 2010
     
     
     
     December 31, 2009Amount
     
     
     
     AmountLoans on non-accrual status
     $
     129,458
     
     
     $
     98,497Loans past due 90 days or more but on accrual status
     
     245
     
     
     
     5,420Total non-performing loans
     
     129,703
     
     
     
     103,917Other real estate owned and foreclosed assets ("OREO")
     
     15,084
     
     
     
     24,748Total non-performing assets
     $
     144,787
     
     
     $
     128,665Applicable ratios:Allowance for loan losses to gross loans
     
     4.02
     %
     
     
     3.99
     %Allowance for loan losses to total non-performing loans
     
     33.86
     %
     
     
     44.17
     %Non-performing loans to gross loans
     
     11.88
     %
     
     
     9.04
     %Non-performing assets to total assets
     
     9.91
     %
     
     
     8.37
     %
  As discussed more fully below, non-performing loans increased during the second quarter as a result of continuing stress to regional and national economies, continuing weakness in real estate prices in the Companys market regions, and the large credit mentioned above that was transferred to non-performing loans during the quarter just ended. 28


---



The following table summarizes the Companys non-performing loans by loan type and geographic region as of June 30, 2010: Total non-performing loans by type and geographic region(Dollars in 000's)  June 30, 2010Non-performing LoansPercent NPLto FundedSouthern
     
     
     Mid-Central
     
     
     Northern
     
     
     Sacramento
     
     
     
     
     
     Funded Loan
     Loan TotalsOregon
     
     
     Oregon
     
     
     California
     
     
     Valley
     
     
     Totals
     
     
     Totals*
     by CategoryAgricultural/Farm
     $
     -
     
     $
     -
     
     $
     297
     
     $
     -
     
     $
     297
     
     $
     38,984
     0.8
     %C&I
     
     3,877
     
     
     1,363
     
     
     903
     
     
     863
     
     
     7,006
     
     $
     192,119
     3.6
     %CRE
     
     55,412
     
     
     19,361
     
     
     7,150
     
     
     18,593
     
     
     100,516
     
     $
     722,598
     13.9
     %Residential RE construction
     
     1,535
     
     
     2,447
     
     
     5,854
     
     
     5,512
     
     
     15,348
     
     $
     23,582
     65.1
     %Residential RE
     
     563
     
     
     1,367
     
     
     1,655
     
     
     1,848
     
     
     5,433
     
     $
     30,084
     18.1
     %Consumer RE
     
     707
     
     
     -
     
     
     337
     
     
     -
     
     
     1,044
     
     $
     33,455
     3.1
     %Consumer
     
     3
     
     
     56
     
     
     -
     
     
     -
     
     
     59
     
     $
     50,882
     0.1
     %62,097
     
     
     24,594
     
     
     16,196
     
     
     26,816
     
     
     129,703
     
     
     1,091,704Other*
     
     -
     
     
     -
     
     
     -
     
     
     -
     
     
     -
     
     
     156Total non-performing loans
     $
     62,097
     
     $
     24,594
     
     $
     16,196
     
     $
     26,816
     
     $
     129,703
     
     $
     1,091,860Non-performing loans to total funded loans
     
     12.7
     %
     
     10.7
     %
     
     11.9
     %
     
     11.3
     %
     
     11.9
     %Total funded loans
     $
     487,149
     
     $
     230,201
     
     $
     136,227
     
     $
     238,283
     
     $
     1,091,860* Includes overdrafts, leases and other adjustments such as deferred loan fees, etc.
  The balance of non-performing loans has fluctuated during the quarter and six months ended June 30, 2010, as illustrated in the table below: Nonperforming Loans(Dollars in 000's)Three Months Ended
     
     
     
     Six Months EndedJune 30,
     
     
     
     June 30,2010
     
     
     
     2009
     
     
     
     2010
     
     
     
     2009Balance beginning of period
     $
     104,372
     
     
     $
     84,013
     
     
     $
     103,917
     
     
     $
     82,615Transfers from performing loans
     
     38,895
     
     
     
     46,458
     
     
     
     63,110
     
     
     
     56,981Loans returned to performing status
     
     (946
     )
     
     
     (7
     )
     
     
     (11,895
     )
     
     
     (1,094
     )Transfers to OREO (1)
     
     (2,664
     )
     
     
     (7,114
     )
     
     
     (4,647
     )
     
     
     (12,053
     )Principal reduction from payment
     
     (5,295
     )
     
     
     (7,305
     )
     
     
     (11,787
     )
     
     
     (8,185
     )Principal reduction from charge-off
     
     (4,659
     )
     
     
     (12,625
     )
     
     
     (8,995
     )
     
     
     (14,844
     )Total nonperforming loans
     $
     129,703
     
     
     $
     103,420
     
     
     $
     129,703
     
     
     $
     103,420(1) Represents only those loans in nonperforming status prior to being transferred into OREO and other foreclosed assets during the periods presented
  The Companys principal source of credit stress is real estate related loans, both commercial and residential. Borrowers either involved in real estate or having secured loans with real estate have been vulnerable to both the ongoing economic downturn and to declining real estate values. Approximately 94% or $121.3 million of our non-performing loan total of $129.7 million is directly related to real estate in the form of commercial or residential real estate development loans. At June 30, 2010, $26.8 million of our real estate related loans remain current as to contractual principal and interest payments, but were placed on non-accrual status due to the absence of evidence supporting the borrowers ongoing ability to discharge their loan obligations. Continuing actions taken to address the credit situation include: Credit monitoring activities at all levels of the organization are focused on early detection and preemptive action to seek strategies that can lead to a satisfactory outcome for both the Bank and the borrower. The Companys Asset Recovery Group has been active in this effort interfacing directly with borrowers and with line managers to expedite resolution of existing and potential troubled credits. These actions have and will continue to facilitate recovery strategies with cooperative borrowers. In those instances where alternatives have been exhausted or determined to be impractical and default under the terms of the loans has occurred, foreclosure actions are being pursued.Continuing reviews to confirm the reliability of our internal credit reviews are occurring utilizing an independent firm that has been conducting similar reviews of segments of our loan portfolio for almost two years. 29


---



Senior Management scrutiny of lending activities has continued at a heightened level with direct involvement in significant credit relationships. A continued decline in economic conditions in our market areas and nationally, as well as other factors, could adversely impact individual borrowers or our loan portfolio in general. As a result, we can provide no assurance that additional loans will not become 90 days or more past due, become impaired or placed on non-accrual status, restructured or transferred to OREO in the future. Additional information regarding our loan portfolio is provided inNote 7of the Notes to the Condensed Consolidated Financial Statements. Allowance for Loan Losses and Reserve for Unfunded Commitments The allowance for loan losses (ALL) totaled $43.9 million as of June 30, 2010, a decrease of $2.0 million or 4% from the balance at December 31, 2009. This decrease occurred as a result of Managements ongoing evaluation of the adequacy of the reserve and the credit quality of the loan portfolio over the six months ended June 30, 2010. During the quarter just ended, $2.4 million in provision for loan losses was recorded offset by $5.0 million in net charge-offs. These figures compare with $50.4 million in provision for loan losses and $35.7 million in net charge-offs for the quarter ended June 30, 2009. Allowance for credit losses(Dollars in 000's)June 30, 2010
     
     
     
     December 31, 2009ALL beginning balance
     $
     45,903
     
     
     $
     17,157Loan loss provision
     
     8,450
     
     
     
     88,031Loans charged-off
     
     (14,966
     )
     
     
     (61,067
     )Loan recoveries
     
     4,530
     
     
     
     1,782ALL ending balance
     
     43,917
     
     
     
     45,903Reserve for unfunded commitments
     
     85
     
     
     
     130Total allowance for credit losses
     $
     44,002
     
     
     $
     46,033Applicable ratios:Allowance for loan losses to gross loans
     
     4.02
     %
     
     
     3.99
     %
  The decrease in the allowance for loan losses as of June 30, 2010 as compared to December 31, 2009 is primarily due to the effect of transferring a number of loans to non-performing status where the current collateral appraised values were supportive of an impairment reserve that was significantly less than the general reserve that had previously been established for these loans. The methodology employed in establishing loss estimates as well as related impairment and general reserves against these estimated losses is discussed below. The Company classifies loans into relatively homogeneous pools by loan type in accordance with regulatory guidelines for regulatory reporting purposes. The Company regularly reviews all loans within each loan category to establish risk ratings for them that include Pass, Watch, Special Mention, Substandard, Doubtful and Loss. Pursuant to ASC 310-10-35, the impaired portion of collateral dependent loans rated Doubtful is charged-off and the remaining balance is upgraded to Substandard. Other risk-related loans not considered impaired have loss factors applied to the various loan pool balances to establish loss potential for provisioning purposes. Analyses are performed to establish the loss factors based on historical experience as well as expected losses based on qualitative evaluations of such factors as the economic trends and conditions, industry conditions, levels and trends in delinquencies and impaired loans, levels and trends in charge-offs and recoveries, among others. The loss factors are applied to loan category pools segregated by risk classification to estimate the loss inherent in the Companys loan portfolio pursuant to the FASBs, Accounting for Contingencies ASC 450-10-05. Additionally, impaired loans are evaluated for loss potential on an individual basis in accordance with FASBs Accounting for Creditors for Impairment of a Loan ASC 310-10-35, and specific reserves are established based on thorough analysis of collateral values where loss potential exists. When an impaired loan is collateral dependent and a deficiency exists in the fair value of real estate collateralizing the loan in comparison to the associated loan balance, the deficiency is charged-off at that time. Impaired loans are reviewed no less frequently than quarterly. In the event that a current appraisal to support the fair value of the real estate collateral underlying an impaired loan has not yet been received, but the Company believes that the collateral value is insufficient to support the loan amount, an impairment reserve is recorded. In these instances, the receipt of a current appraisal triggers an updated review of the collateral support for the loan and any deficiency is charged-off or reserved at that time. 30


---



In those instances where a current appraisal is not available in a timely manner in relation to a financial reporting cut-off date, the Company discounts the most recent third-party appraisal depending on a number of factors including, but not limited to, property location, local price volatility, local economic conditions, recent comparable sales, etc. In all cases, the costs to sell the subject property are deducted in arriving at the net realizable value of the collateral. Any unpaid property taxes or similar expenses also reduce the net realizable value of collateral. The table below summarizes the Banks defined substandard loan totals, the ASC 310-10-35 defined impaired loan totals (collectively adversely classified loans) and other related data at quarter end since September 30, 2009: (Dollars in 000's)June 30, 2010
     
     
     
     March 31, 2010
     
     
     
     December 31, 2009
     
     
     
     September 30, 2009Rated substandard
     $
     186,627
     
     
     $
     191,960
     
     
     $
     181,675
     
     
     $
     182,763Impaired
     
     129,703
     
     
     
     104,372
     
     
     
     103,917
     
     
     
     109,381Total adversely classified loans*
     $
     316,330
     
     
     $
     296,332
     
     
     $
     285,592
     
     
     $
     292,144Gross loans
     $
     1,091,860
     
     
     $
     1,118,964
     
     
     $
     1,149,027
     
     
     $
     1,184,464Adversely classified loans to gross loans
     
     28.97
     %
     
     
     26.48
     %
     
     
     24.86
     %
     
     
     24.66
     %
  * Adversely classified loans are defined as loans having a well-defined weakness or weaknesses related to the borrower's financial capacity or to pledged collateral that may jeopardize the repayment of the debt. They are characterized by the possibility that the Bank may sustain some loss if the deficiencies giving rise to the substandard classification are not corrected. Note that any loans internally rated worse than substandard are included in the impaired loan totals. As illustrated above, the Company experienced a 7% increase in Adversely Classified Loans in the current quarter. Reserves of both loan categories were $23.9 million and $35.6 million at June 30, 2010 and December 31, 2009, respectively. The extended economic downturn has shown its impact in the increase in loans rated substandard and impaired. In addition, the loss activity of the Company has increased the loss factors in our allowance methodology that are based on historical loss experience. Qualitative factors have improved since December 31, 2009, as a result of modest improvement in economic conditions; however, the historical loss component and offsetting specific impaired loan reserve changes have resulted in a net decrease to the allowance of approximately $2.0 million from December 31, 2009 to June 30, 2010. In some instances the Company has modified or restructured loans to amend the interest rate and/or to extend the maturity. Through June 30, 2010, loans with amendments that qualify these as troubled debt restructurings totaled $10.0 million. As of June 30, 2010, Management believes that the Companys total allowance for credit losses and reserve for unfunded commitments is sufficient to absorb the losses inherent in the loan portfolio, related both to funded loans and unfunded commitments. This assessment, based on both historical levels of net charge-offs and continuing detailed reviews of the quality of the loan portfolio, involves uncertainty and judgment. As a result, the adequacy of the allowance for loan losses and the reserve for unfunded commitments cannot be determined with inherent accuracy and may change in future periods. Additionally, bank regulatory authorities may require additional charges to the provision for loan losses as a result of judgments made during their periodic examinations of the Company. Goodwill At June 30, 2010 and December 31, 2009, the Company had no recorded goodwill. The goodwill recorded in connection with acquisitions, principally the Stockmans Financial Group acquisition completed in 2008 and the Wachovia branch acquisition in 2009, as well as acquisitions prior to 2008, represented the excess of the purchase price over the estimated fair value of the net assets acquired. Goodwill and other intangible assets with indefinite lives are not amortized but are periodically tested for impairment. When goodwill exists, the Company performs a goodwill impairment analysis on an annual basis as of December 31 and on an interim basis when events or circumstances suggested impairment may have potentially existed. For each of the quarters ending December 31, 2009, September 30, 2009, June 30, 2009, and March 31, 2009, the Company engaged a third-party valuation consultant to conduct an independent impairment analysis and to assist Management in its determination of the existence of any goodwill impairment. The Company recorded a goodwill impairment charge of $74.9 million at December 31, 2009, reducing the goodwill account on the balance sheet to zero. The goodwill impairment charge had no effect on our cash balances, liquidity or regulatory capital ratios. 31


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LIQUIDITY AND CAPITAL RESOURCES LIQUIDITY Liquidity enables the Company to fund loan commitments and meet customer withdrawals of deposits. The Company maintains its liquidity position through maintenance of cash resources, the stability of and growth in our core deposit base and through our ability to borrow funds from committed sources of credit. The Banks deposits currently exceed loans as reflected in its loan-to-deposit ratio at June 30, 2010 and December 31, 2009, of 83.13% and 80.87%, respectively. As of June 30, 2010, the Companys overall liquidity position declined slightly when compared to December 31, 2009 and June 30, 2009, but remained strong. Liquidity in the form of excess cash and funds invested on a short-term basis (including federal funds sold and interest-earning deposits with the FHLB) increased approximately $14.9 million to $85.0 million while borrowed funds in the form of federal funds purchased and FHLB advances were zero as of both June 30, 2010 and December 31, 2009. Investment securities increased by a net $18.7 million. Historically, all of the Companys investment securities have been pledged for collateralization of public funds on deposit and, therefore, were not available for purposes of liquidity. More recently, we have reduced our public funds deposits thereby reducing our pledging requirements. The Company anticipates using additional unpledged investment securities to collateralize fed funds lines of credit with its correspondent banks and FHLB. Management maintains contingency plans for addressing the Companys ongoing liquidity needs and presently believes the Banks stable core deposit base provides for opportunity should Management decide to attract additional deposits by increasing the rate of interest offered on deposits, particularly certificates of deposit. The Bank is also maintaining a significant balance of cash equivalents until such time as liquidity concerns within the community banking environment have subsided. Although the current economic environment has impeded significant loan growth, the Company could eliminate any loan growth and any related cash utilization through various policy changes including increased pricing. Additionally, selling any unpledged investment securities is a source for additional cash equivalents. The Company maintains secured lines-of-credit with the FHLB and with the Federal Reserve Bank of San Francisco. As of June 30, 2010, the Bank had $25,000 of borrowings advanced from the FHLB and an aggregate of $11.3 million in letters of credit issued by the FHLB on behalf of the Company to meet its excess deposit insurance requests from customers. The Company also had immediate availability to borrow an additional $20.8 million under the Companys credit line with the FHLB. As of June 30, 2010, the Company also had the capability to draw up to $17.7 million from the Federal Reserve Bank of San Francisco and $20.0 million from a correspondent bank, pursuant to collateralized credit arrangements. At June 30, 2010, the Company had approximately $92.1 million in outstanding commitments to extend credit for loans. Under the terms of construction project commitments, completion of specified project benchmarks must be certified before funds may be drawn. Additionally, we anticipate that a portion of these commitments will expire or terminate without funding. Management believes that the Companys available resources will be sufficient to fund these commitments in the normal course of business. In addition, as of June 30, 2010, the Company had $20.6 million of standby letters related to extensions of credit and approximately $300,000 of other unsecured lines of credit related to overdraft protection for demand deposit accounts. As disclosed in the Consolidated Statements of Cash Flows, net cash provided operating activities totaled $12.6 million during the six months ended June 30, 2010 and net cash of $74.5 million provided by investing activities. Cash used in financing activities, totaling $74.8 million, was principally comprised of $107.3 million decrease in deposits offset by $32.5 million net of expenses received for the Companys common stock offering. CAPITAL RESOURCES Federal regulators require the measurement of various capital ratios, including risk-based capital measurements. Risk-weighted ratios require an analysis that weights balance sheet and off-balance sheet items for their inherent risk. It requires minimum standards for risk-based capital by capital tier. Pursuant to the Agreement with the FDIC, discussed earlier, the Bank is required to increase and maintain its Tier 1 capital in such an amount as to ensure a leverage ratio of 10% or more. 32


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The following table reflects PremierWest Banks various capital ratios, as compared to regulatory minimums for capital adequacy purposes: Regulatory
     
     
     RegulatoryJune 30,
     
     
     December 31,
     
     
     June 30,
     
     
     Minimum to be
     
     
     Minimum to be2010
     
     
     2009
     
     
     2009
     
     
     Adequately Capitalized
     
     
     Well-Capitalizedgreater than or equal to
     
     
     greater than or equal toTotal risk-based capital ratio
     11.65%
     
     
     8.53%
     
     
     11.37%
     
     
     8.00%
     
     
     10.00%Tier 1 risk-based capital ratio
     10.37%
     
     
     7.25%
     
     
     10.10%
     
     
     4.00%
     
     
     6.00%Leverage ratio
     8.43%
     
     
     5.70%
     
     
     9.65%
     
     
     4.00%
     
     
     5.00%
  Similarly, the table below shows PremierWest Bancorps capital ratios, as compared to regulatory minimums: RegulatoryJune 30,
     
     
     December 31,
     
     
     June 30,
     
     
     Minimum to be2010
     
     
     2009
     
     
     2009
     
     
     Adequately Capitalizedgreater than or equal toTotal risk-based capital ratio
     11.56%
     
     
     8.62%
     
     
     11.48%
     
     
     8.00%Tier 1 risk-based capital ratio
     10.28%
     
     
     6.84%
     
     
     10.21%
     
     
     4.00%Leverage ratio
     8.36%
     
     
     5.38%
     
     
     9.75%
     
     
     4.00%
  ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Market risk is the risk of loss from adverse changes in market prices and rates. The Companys market risk arises principally from interest rate risk in its lending, deposit and borrowing activities. Management actively monitors and manages its interest rate risk exposure. Although the Company manages other risks, such as credit quality and liquidity risk, in the normal course of business, Management considers interest rate risk to be a significant market risk, which could have a material effect on the Companys financial condition and results of operations. Other types of market risks, such as foreign currency exchange rate risk and commodity price risk, do not arise in the normal course of the Companys business activities. The Company did not experience a significant change in market risk at June 30, 2010, as compared to December 31, 2009. As stated in the annual report on Form 10-K for 2009, the Company attempts to monitor interest rate risk from the perspective of changes in the economic value of equity, also referred to as net portfolio value (NPV), and changes in net interest income. Changes to the NPV and net interest income are simulated using instant and permanent rate shocks of plus and minus 300 basis points, in increments of 100 basis points. It is the Companys policy to manage interest rate risk to maximize long-term profitability under the range of likely interest-rate scenarios. For additional information, refer to Managements Discussion and Analysis of Financial Condition and Results of Operations referenced in the Companys annual report on Form 10-K for the year ended December 31, 2009. ITEM 4. CONTROLS AND PROCEDURES EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES As of the end of the period covered by this report, PremierWest Bancorps Management, with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934). Based upon that evaluation, Management, including our President & Chief Executive Officer and Chief Financial Officer, has concluded that our disclosure controls and procedures are effective in timely alerting them to information relating to us that is required to be included in our periodic SEC filings. CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING There have not been any changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) during our most recent quarter ended June 30, 2010, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 33


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PART II  OTHER INFORMATIONITEM 1. LEGAL PROCEEDINGS From time to time, in the normal course of business, PremierWest may become party to various legal actions. Management is unaware of any existing legal actions against the Company or its subsidiaries that Management believes will have a materially adverse impact on our business, financial condition or results of operations. The Company has been named as a defendant in a suit filed in California that alleges lender liability. Management believes that the suit lacks merit and has begun the process of contesting the action. Accordingly, no reserve for loss has been established. ITEM 1A. RISK FACTORS The risks described below are not the only risks we face. If any of the events described in the following risk factors actually occurs, or if additional risks and uncertainties not presently known to us or that we currently deem immaterial, materialize, then our business, results of operations and financial condition could be materially adversely affected and could cause our actual results to differ materially from our historical results or the forward-looking statements contained in this report. You should carefully consider the Risk Factors section of our Form 10-K. Other than the following risk factors, there were no material changes in the risk factors presented in the Companys Form 10-K for the year ended December 31, 2009. Risks Related to Our Company We may be required to raise additional capital or sell assets in the future, but that capital or the opportunity to sell assets may not be available, or may only be available on unfavorable terms. We are required by federal and state regulatory authorities to maintain adequate levels of capital to support our operations. The proceeds of our completed rights offering returned our status to published Well-Capitalized levels, including exceeding the 10.0% risk-based capital level. We are, however, subject to a Consent Order that requires higher capital levels, including a 10.0% leverage ratio. Our leverage ratio as of June 30, 2010, was 8.36%. If we are unable to increase our capital levels to the Consent Order requirements, we may be subject to penalties or further restrictions on our operations. In addition, future losses could reduce our capital levels. We may need to raise additional capital in to maintain or improve our capital position or to support our operations. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets at that time, which are outside our control, and on our financial performance. Accordingly, we may not be able to raise additional capital, if needed, on terms acceptable to us. Alternatively, we may be required to improve our capital ratios through the sale of assets. Market conditions for the sale of assets may not be favorable and we may not be able to lower asset levels sufficiently to meet the requirements of the Consent Order or to maintain existing capital levels. If we cannot raise additional capital or improve capital ratios through other options when needed, our financial condition, and our ability to maintain or improve our capital position to support our operations and to continue as a going concern, could be materially impaired. We are subject to regulatory agreements, which place limits on our operations and could result in penalties or further restrictions if we fail to comply with their terms. In light of the current challenging operating environment, along with our elevated level of non-performing assets, delinquencies and adversely classified assets, the Bank is subject to a Consent Order with the FDIC and Department of Finance and Corporate Securities (DFCS) and an agreement with the Federal Reserve Bank of San Francisco and the DFCS following a recent examination. Both agreements place limitations on our business and could adversely affect our ability to implement our business plans, including potential growth strategies that we might otherwise pursue. We have limitations on our lending activities and on the rates paid by the Bank to attract retail deposits in its local markets. We are required to reduce our levels of non-performing assets within specified time frames. These time frames could result in our inability to maximize the price that might otherwise be received for underlying properties. In addition, if such restrictions were also imposed upon other institutions that operate in the Banks markets, multiple institutions disposing of properties at the same time could further diminish the potential proceeds received from the sale of these properties. We are restricted from paying dividends from the Bank to the Holding Company during the life of the Consent Order, which restricts our ability to issue preferred stock dividends and make junior subordinated debenture interest payments. If we fail to comply with the provisions of these agreements, we could be subject to additional restrictions or penalties. The Companys common stock may no longer qualify for listing on The NASDAQ Capital Market. NASDAQ Marketplace Rule 5550(a)(2) requires that primary equity securities listed on The NASDAQ Capital Market continue to have a minimum bid price of at least $1.00 per share. On March 15, 2010, we received notice that we did not meet the requirement for minimum bid price for 30 consecutive business days. In accordance with NASDAQ rules, we received formal notice from NASDAQ 34


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and have a period of 180 calendar days to achieve compliance. Compliance can be achieved by meeting the bid price standard for a minimum of ten consecutive business days, unless NASDAQ staff exercises discretion to extend such period. If we are not deemed in compliance before the expiration of the 180 day compliance period, we will be afforded an additional 180 day compliance period, provided that on the 180th day of the first compliance period, we demonstrate that we meet all applicable standards for initial listing on the Capital Market (except the bid price requirement) based on our most recent public filings and market information. If we have publicly announced information indicating that we no longer satisfy applicable initial listing criteria, we will not be eligible for the additional compliance period under this rule. Our stock price may not increase to the $1.00 level for ten consecutive business days and, if it does not during the initial compliance period, we may not qualify for the additional compliance period, and our common stock would then be subject to delisting. Should our shares be subject to delisting from the Capital Market, there is no assurance that a liquid and efficient market for our common stock will be available or develop. Although the shares may be eligible for trading on other exchanges, such as the OTC Bulletin Board, it is possible that the ability of a selling shareholder to realize the best market price will be impeded as the result of wider bid-ask spreads. Compliance with the recently enacted financial reform legislation may increase our costs of operations and adversely impact our earnings. On July 21, 2010, President Obama signed the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Reform Act) into law. The Dodd-Frank Reform Act will change the current bank regulatory structure and affect the lending, deposit, investment, trading and operating activities of financial institutions and their holding companies. The Dodd-Frank Act requires various federal agencies to adopt a broad range of new implementing rules and regulations, and to prepare numerous studies and reports for Congress. The federal agencies are given significant discretion in drafting the implementing rules and regulations, and consequently, many of the details and much of the impact of the Dodd-Frank Act may not be known for many months or years. Significant changes will include: The establishment of the Financial Stability Oversight Counsel, which will be responsible for identifying and monitoring systemic risks posed by financial firms, activities, and practices.The establishment of a Bureau of Consumer Financial Protection, within the Federal Reserve, to serve as a dedicated consumer-protection regulatory body with broad powers to supervise and enforce consumer protection laws. The Consumer Financial Protection Bureau has broad rule-making authority for a wide range of consumer protection laws that apply to all banks and savings institutions, including the authority to prohibit unfair, deceptive or abusive acts and practices. The Consumer Financial Protection Bureau has examination and enforcement authority over all banks with more than $10 billion in assets. Banks with $10 billion or less in assets will continue to be examined for compliance with the consumer laws by their primary bank regulators.Amendments to the Truth in Lending Act aimed at improving consumer protections with respect to mortgage originations, including originator compensation, minimum repayment standards, and prepayment considerations.Elimination of federal prohibitions on paying interest on demand deposits, thus allowing businesses to have interest bearing checking accounts. Depending on competitive responses, this significant change to existing law could have an adverse impact on the Companys interest expense.Broadened base for Federal Deposit Insurance Corporation insurance assessments. Assessments will now be based on the average consolidated total assets less tangible equity capital of a financial institution.Federal Reserve determination of reasonable debit card fees.Permanent increase to the maximum amount of deposit insurance for banks, savings institutions and credit unions to $250,000 per depositor, retroactive to January 1, 2009, and non-interest bearing transaction accounts have unlimited deposit insurance through December 31, 2013.Requirement of publicly traded companies to provide stockholders a non-binding vote on executive compensation and so-called golden parachute payments, and by authorizing the Securities and Exchange Commission to promulgate rules that would allow stockholders to nominate their own candidates using a companys proxy materials. The legislation also directs the Federal Reserve Board to promulgate rules prohibiting excessive compensation paid to bank holding company executives, regardless of whether the company is publicly traded or not. Many provisions in the Dodd-Frank Reform Act are aimed at financial institutions that are significantly larger than the Company or the Bank. Nonetheless, there are provisions that apply to us and we must begin to comply with immediately. In addition, federal agencies will promulgate rules and regulations to implement and enforce provisions in the Dodd-Frank Reform Act. We will have to apply resources to ensure that we are in compliance with all applicable provisions, which may adversely impact our earnings. The precise nature, extent and timing of many of these reforms and the impact on us is still uncertain. 35


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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS (a)
     [Not applicable.](b)
     [Not applicable.](c)
     None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES (a)
     [Not applicable.](b)
     [Not applicable.] ITEM 4. REMOVED AND RESERVEDITEM 5. OTHER INFORMATION[None.] 36


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ITEM 6. EXHIBITS Exhibits3.1
     Articles of Incorporation of PremierWest Bancorp (incorporated by reference to Exhibit 3.1 to Form 10-K filed March 16, 2010)3.2
     Amended and Restated Bylaws of PremierWest Bancorp (incorporated by reference to Exhibit 3.2 to Form 10-K filed March 16, 2010)10.1
     Consent Order with the FDIC and Oregon Division of Finance and Corporate Securities (incorporated by reference to Exhibit 99.1 to Form 8-K filed April 8, 2010)10.2
     Written Agreement dated June 4, 2010 by and among the Company and the Federal Reserve Bank of San Francisco and Oregon Department of Consumer and Business Services, Division of Finance and Corporate Securities (incorporated by reference to Exhibit 99.1 to Form 8-K filed June 9, 2010)31.1
     Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) and Section 302 of the Sarbanes- Oxley Act of 2002.31.2
     Certification of Chief Financial Officer (Principal Accounting and Principal Financial Officer) required by Rule 13a-14(a) or Rule 15d-14(a) and Section 302 of the Sarbanes-Oxley Act of 2002.32.1
     Certification of Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and Section 906 of the Sarbanes- Oxley Act of 2002, 18 U.S.C. Section 1350.32.2
     Certification of Chief Financial Officer (Principal Accounting and Principal Financial Officer) required by Rule 13a-14(b) or Rule 15d-14(b) and Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350. 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. DATED: August 9, 2010 PREMIERWEST BANCORP /s/ James M. FordJames M. Ford, President and Chief Executive Officer /s/ Michael D. FowlerMichael D. Fowler, Chief Financial Officer and Principal Accounting Officer 37


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