UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
April 23, 2003
TriCo Bancshares
(Exact name of registrant as specified in its charter)
California 0-10661 94-2792841
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(State or other (Commission File No.) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or organization)
63 Constitution Drive, Chico, California 95973
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (530) 898-0300
Item 7(c): Exhibits
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99.1 Press release dated April 23, 2003
Item 9: Regulation FD Disclosure
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(Furnished under Item 12)
This Current Report on Form 8-K is being furnished pursuant to Item 12, "Results
of Operations and Financial Condition," in accordance with interim guidance
promulgated by the Securities and Exchange Commission in Release No. 34-47583
that was issued March 27, 2003. See "Item 12: Results of Operations and
Financial Condition" below.
Item 12: Results of Operations and Financial Condition
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On April 23, 2003 TriCo Bancshares announced their quarterly earnings for the
first quarter of 2003. A copy of the press release is attached as Exhibit 99.1
to this Form 8-K and is incorporated herein by reference.
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.
TRICO BANCSHARES
Date: April 23, 2003 By: /s/ Thomas J. Reddish
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Thomas J. Reddish, Vice President and
Chief Financial Officer (Principal
Financial and Accounting Officer)
INDEX TO EXHIBITS
Exhibit No. Description
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99.1 Press release dated April 23, 2003
Exhibit 99.1
PRESS RELEASE Contact: Thomas J. Reddish
Vice President & CFO
For Immediate Release (530) 898-0300
TRICO BANCSHARES ANNOUNCES 1ST QUARTER EARNINGS FOR 2003
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Chico, CA -- April 23, 2003. TriCo Bancshares (NASDAQ: TCBK), parent
company of Tri Counties Bank, today announced quarterly earnings of $3,613,000,
or $0.50 per diluted share, for the three months ended March 31, 2003. These
results represent a 6.4% increase from the $0.47 earnings per diluted share
reported for the three months ended March 31, 2002 on earnings of $3,329,000.
The improvement in results from the year-ago quarter was due to a $543,000
(4.2%) increase in fully tax-equivalent net interest income to $13,543,000, a
$650,000 (81.3%) decrease in provision for loan losses to $150,000 from
$800,000, and a $1,570,000 (41.0%) increase in noninterest income to $5,396,000.
These contributing factors where offset by a $2,249,000 (21.6%) increase in
noninterest expense to $12,651,000 for the quarter ended March 31, 2003.
Richard Smith, President and Chief Executive Officer, commented that, "We
are pleased with the results for the quarter ended March 31, 2003. We were able
to grow net interest income and net income from year-ago levels despite the
continued low interest rate environment. The addition of four new branches in
2002, along with the efforts of our previously existing branches, has allowed us
to significantly grow our customer base. Internally generated deposits are up
18% from year-ago levels. These new customers, and new deposit products, have
allowed us to increase deposit-related noninterest income by 77.4% from year-ago
levels. Consumer lending continued to drive our loan growth, which at March 31,
2003 was up 9% from year-ago levels. Our mortgage banking division continues to
contribute to our success during this period of extremely high mortgage
refinance volume."
During the quarters ended March 31, 2003 and 2002, the Company's net
interest margin was 5.17% and 5.76%, respectively, on interest-earning asset
balances averaging $1.048 billion and $903 million, respectively. Noninterest
income increased $1,570,000 (41.0%) due to a $1,527,000 (77.4%) increase in
deposit product services charges and fees to $3,500,000, and a $170,000 (17.6%)
increase in gain on sale of residential mortgage loans to $1,133,000 during the
quarter ended March 31, 2003 compared to the year-ago quarter. Offsetting these
increases in noninterest income was a $90,000 (16.7%) decrease in commissions on
sale of nondeposit investment products to $448,000, and a $37,000 (10.5%)
decrease in other noninterest income.
Noninterest expense increased $2,249,000 (21.6%) to $12,651,000 during the
quarter ended March 31, 2003 compared to the year-ago quarter. Salaries and
benefits expense increased $1,138,000 (19.8%) to $6,877,000. This increase in
salaries and benefits expense was due to four branches opened in 2002, increased
commissions related to mortgage banking, increased incentive payments for
deposit and loan product sales, annual salary increases, and higher rates on
workers compensation expense. Other noninterest expenses, including intangible
amortization, increased $1,111,000 (23.8%) to $5,774,000 due to the new branch
openings in 2002, and expenses related to increased mortgage banking activity
and a new deposit product introduced in July 2002.
Nonperforming assets, net of U.S. Government agency guarantees, were
$9,103,000, $9,112,000 and $9,906,000 as of March 31, 2003, December 31, 2002,
and March 31, 2002, respectively. Provision for loan losses for the first
quarter of 2003 was $150,000 versus $800,000 in the same quarter in 2002. The
Company had net loan charge-offs of $234,000 in the first quarter of 2003
compared to $521,000 of net loan charge-offs in the same period of 2002. As of
March 31, 2003 and 2002, the ratio of allowance for loan losses to total loans
was 2.06% and 2.09%, respectively.
Assets of the Company totaled $1.18 billion at March 31, 2003, and
represented an increase of $177 million (17.7%) from $1.0 billion at March 31,
2002.
For the first quarter of 2003, the Company had an annualized return on
assets of 1.26% and a return on equity of 14.29% versus 1.34% and 14.88%,
respectively, in the first quarter of 2002. As of March 31, 2003, TriCo
Bancshares had a Tier 1 capital ratio of 10.4% and a total risk-based capital
ratio of 11.6%.
As previously announced on October 19, 2001, the Board of Directors
approved a plan to repurchase, as conditions warrant, up to 150,000 shares of
the Company's common stock on the open market or in privately negotiated
transactions. The timing of purchases and the exact number of shares to be
purchased will depend on market conditions. This repurchase plan represented
approximately 2.2% of the Company's 6,992,080 common shares outstanding on
October 19, 2001, and is open-ended. As of this date, the Company has
repurchased 118,800 shares under this plan.
Mr. Smith continued, "We are extremely pleased with the merger and
integration of North State National Bank into Tri Counties on April 4, 2003. Our
team members worked very well to accomplish the complete conversion of all
customer service and accounting systems over the weekend of April 5th and 6th.
It appears that the customers and employees of North State are as excited as we
are about their joining the Tri Counties Bank family."
On April 7, 2003, the Company announced its acquisition of North State
National Bank by the merger of North State into its wholly owned subsidiary, Tri
Counties Bank, effective 5:01 pm on April 4, 2003. Under terms of the merger
agreement, TriCo will issue $13,090,105 in cash, 723,511 shares of TriCo common
stock, and options to purchase 79,587 TriCo common shares at an average exercise
price of $6.22 per share in exchange for all of the 1,234,375 common shares and
options to purchase 79,937 common shares of North State National Bank
outstanding as of April 4, 2003. At March 31, 2003, TriCo Bancshares had
7,080,470 shares of common stock outstanding. Based upon TriCo's closing stock
price of $25.65 on April 4, 2003, the aggregate value of the cash and the TriCo
options and common stock to be issued in the merger would be approximately
$33,195,000. North State National Bank, with its two branches in Chico, brings
approximately $140 million in total assets to Tri Counties Bank.
In addition to the historical information contained herein, this press
release contains certain forward-looking statements. The reader of this press
release should understand that all such forward-looking statements are subject
to various uncertainties and risks that could affect their outcome. The
Company's actual results could differ materially from those suggested by such
forward-looking statements. Factors that could cause or contribute to such
differences include, but are not limited to, variances in the actual versus
projected growth in assets, return on assets, loan losses, expenses, rates
charged on loans and earned on securities investments, rates paid on deposits,
competition effects, fee and other noninterest income earned as well as other
factors. This entire press release should be read to put such forward-looking
statements in context and to gain a more complete understanding of the
uncertainties and risks involved in the Company's business.
TriCo Bancshares and Tri Counties Bank are headquartered in Chico,
California. Tri Counties Bank has a 28 year history in the banking industry.
Following the acquisition of North State National Bank on April 4, 2003, Tri
Counties Bank now has approximately $1.3 billion in assets, and operates 33
traditional branch locations and 10 in-store branch locations in 20 California
counties. Tri Counties Bank offers financial services and provides a diversified
line of products and services to consumers and businesses, which include demand,
savings and time deposits, consumer finance, online banking, mortgage lending,
and commercial banking throughout its market area. It operates a network of 54
ATMs and a 24-hour, seven days a week telephone customer service center.
Brokerage services are provided at the Bank's offices by the Bank's association
with Raymond James Financial, Inc. For further information please visit the Tri
Counties Bank web-site at http://www.tricountiesbank.com
TRICO BANCSHARES - CONSOLIDATED FINANCIAL DATA
(Dollars in thousands, except per share data)
Three months ended
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March 31, December 31, Sept. 30, June 30, March 31,
2003 2002 2002 2002 2002
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Balance Sheet Data
Cash and due from banks $ 58,925 $ 67,170 $ 56,749 $ 54,094 $ 42,647
Fed funds sold 10,100 8,100 23,400 27,800 55,200
Securities, available-for-sale 354,007 338,024 268,921 234,544 222,594
Loans
Commercial loans 117,329 125,982 142,290 138,770 123,026
Consumer loans 210,633 201,858 191,601 171,178 157,428
Real estate mortgage loans 330,001 319,969 313,191 321,260 315,590
Real estate construction loans 35,810 39,713 36,472 40,592 41,164
Total loans, gross 693,773 687,522 683,554 671,800 637,208
Allowance for loan losses (14,293) (14,377) (14,382) (13,613) (13,337)
Premises and equipment 17,542 17,224 16,583 16,195 16,136
Cash value of life insurance 29,257 15,208 15,045 14,927 14,722
Intangible assets 3,815 4,043 4,387 4,615 4,842
Other assets 23,377 21,660 19,266 19,199 19,921
Total assets 1,176,503 1,144,574 1,073,523 1,029,561 999,933
Noninterest bearing demand deposits 226,373 232,499 202,895 188,546 172,087
Interest bearing demand deposits 188,575 182,816 175,883 169,343 174,852
Savings deposits 324,584 297,926 268,182 255,264 256,845
Time certificates 293,120 291,996 290,935 284,757 269,488
Total deposits 1,032,652 1,005,237 937,895 897,910 873,272
Fed funds purchased & repurchase agreements - - - - -
Other liabilities 19,044 17,399 16,275 15,589 14,996
Other borrowings 22,915 22,924 22,932 22,940 22,948
Total liabilities 1,074,611 1,045,560 977,102 936,439 911,216
Total shareholders' equity 101,892 99,014 96,421 93,122 88,717
Accumulated other
comprehensive income 2,688 2,303 2,333 1,393 (611)
Average loans 679,975 675,626 676,009 648,618 642,082
Average interest earning assets 1,048,286 1,013,175 954,611 921,486 902,596
Average total assets 1,149,759 1,112,660 1,044,518 1,009,727 990,471
Average deposits 1,003,853 970,666 908,675 879,579 863,029
Average total equity $ 101,139 $ 97,684 $ 95,645 $ 91,429 $ 89,505
TRICO BANCSHARES - CONSOLIDATED FINANCIAL DATA
(Dollars in thousands, except per share data)
Three months ended
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March 31, December 31, Sept. 30, June 30, March 31,
2003 2002 2002 2002 2002
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Statement of Income Data
Interest income $ 16,349 $ 16,228 $ 16,435 $ 16,075 $ 15,958
Interest expense 3,115 3,245 3,227 3,179 3,263
Net interest income 13,234 12,983 13,208 12,896 12,695
Provision for loan losses 150 800 700 500 800
Noninterest income:
Service charges and fees 3,500 3,651 3,521 2,141 1,973
Other income 1,896 2,347 1,892 1,802 1,853
Total noninterest income 5,396 5,998 5,413 3,943 3,826
Noninterest expense:
Salaries and benefits 6,877 6,434 6,344 5,773 5,739
Intangible amortization 228 228 228 228 228
Other expense 5,546 5,811 5,561 4,962 4,435
Total noninterest expense 12,651 12,473 12,133 10,963 10,402
Net income before taxes 5,829 5,708 5,788 5,376 5,319
Net income $ 3,613 $ 3,748 $ 3,627 $ 3,365 $ 3,329
Share Data
Basic earnings per share $ 0.51 $ 0.53 $ 0.52 $ 0.48 $ 0.48
Diluted earnings per share 0.50 0.52 0.50 0.47 0.47
Book value per common share $ 14.39 $ 14.02 $ 13.70 $ 13.25 $ 12.69
Shares outstanding 7,080,470 7,060,965 7,035,590 7,025,690 6,990,980
Weighted average shares 7,070,701 7,046,246 7,026,120 7,011,306 6,992,480
Weighted average diluted shares 7,250,178 7,211,705 7,231,165 7,213,800 7,117,374
Credit Quality
Non-performing loans, net of
government agency guarantees $ 7,495 $ 8,180 $ 11,031 $ 9,533 $ 9,835
Other real estate owned 1,608 932 - 71 71
Loans charged-off 280 870 73 282 561
Loans recovered $ 46 $ 66 $ 141 $ 58 $ 40
Allowance for loan losses to total loans 2.06% 2.09% 2.10% 2.03% 2.09%
Allowance for loan losses to NPLs 191% 176% 130% 143% 136%
Allowance for loan losses to NPAs 157% 158% 130% 142% 135%
Selected Financial Ratios
Return on average total assets 1.26% 1.35% 1.39% 1.33% 1.34%
Return on average equity 14.29% 15.35% 15.17% 14.72% 14.88%
Average yield on loans 7.64% 7.75% 7.89% 8.05% 8.10%
Average yield on earning assets 6.36% 6.53% 7.02% 7.12% 7.21%
Average rate on earning liabilities 1.52% 1.65% 1.72% 1.74% 1.82%
Net interest margin 5.17% 5.25% 5.67% 5.74% 5.76%
Total risk based capital ratio 11.6% 12.0% 11.9% 12.0% 12.1%
Tier 1 Capital ratio 10.4% 10.7% 10.6% 10.8% 10.9%