8-K 1 tcbk200303pr.txt TCBK - FORM 8-K 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 ------------------------ --------------- -------------------- (State or other (Commission File No.) (I.R.S. Employer jurisdiction of Identification No.) incorporation or organization) 63 Constitution Drive, Chico, California 95973 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (530) 898-0300 Item 7(c): Exhibits ------------------- 99.1 Press release dated April 23, 2003 Item 9: Regulation FD Disclosure --------------------------------- (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 ------------------------------------------------------- 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 -------------------------------------- Thomas J. Reddish, Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) INDEX TO EXHIBITS Exhibit No. Description ----------- -------------------------------------------- 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 -------------------------------------------------------- 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 --------------------------------------------------------------------------- March 31, December 31, Sept. 30, June 30, March 31, 2003 2002 2002 2002 2002 --------------------------------------------------------------------------- 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 -------------------------------------------------------------------------- March 31, December 31, Sept. 30, June 30, March 31, 2003 2002 2002 2002 2002 -------------------------------------------------------------------------- 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%