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): October 25, 2012

TriCo Bancshares

(Exact name of registrant as specified in its charter)

California	0-10661	94-2792841
(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(I.R.S. Employer Identification No.)

63 Constitution Drive, Chico, California	95973
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (530) 898-0300

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01: Other Events

On October 25, 2012, TriCo Bancshares announced its quarterly earnings for the quarter ended September 30, 2012. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

Item 9.01: Financial Statements and Exhibits

(d) Exhibits

99.1 Press release dated October 25, 2012

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: October 25, 2012	By	/s/ Thomas J. Reddish
		Thomas J. Reddish, Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

EX-99.1

Exhibit 99.1

PRESS RELEASE	Contact:	Richard P. Smith
For Immediate Release	President & CEO (530) 898-0300

TRICO BANCSHARES ANNOUNCES QUARTERLY RESULTS

CHICO, Calif. – (October 25, 2012) – TriCo Bancshares (NASDAQ: TCBK) (the “Company”), parent company of Tri Counties Bank (the “Bank”), today announced earnings of $5,020,000, or $0.31 per diluted share, for the three months ended September 30, 2012. Included in the results for the three months ended September 30, 2012 is a legal settlement expense of $2,090,000 that was previous disclosed on September 27, 2012. Excluding this legal settlement expense, earnings for the three months ended September 30, 2012 would have been approximately $6,231,000, or approximately $0.39 per diluted share. These results compare to earnings of $6,470,000, or $0.40 per diluted share reported by the Company for the three months ended September 30, 2011. Included in the results for the three months ended September 30, 2011 was a $7,575,000 bargain purchase gain related to the Company’s acquisition of the banking operations of Citizens Bank of Northern California on September 23, 2011. Excluding this bargain purchase gain, earnings for the three months ended September 30, 2011 would have been approximately $2,080,000, or $0.13 per diluted share. Diluted earnings per share for the nine months ended September 30, 2012 and 2011 were $0.89 and $0.75, respectively, on earnings of $14,272,000 and $12,041,000, respectively.

Total assets of the Company increased $27,014,000 (1.1%) to $2,515,481,000 at September 30, 2012 from $2,488,467,000 at September 30, 2011. Total loans of the Company increased $20,000 (0.0%) to $1,575,647,000 at September 30, 2012 from $1,575,627,000 at September 30, 2011. Loans increased $23,165,000 and $41,397,000 during the three months ended September 30, 2012 and June 30, 2012, respectively. Total deposits of the Company increased $81,416,000 (3.8%) to $2,201,639,000 at September 30, 2012 from $2,120,223,000 at September 30, 2011.

The following is a summary of the components of the Company’s consolidated net income for the periods indicated:

	Three months ended September 30,
(dollars in thousands)	2012			2011			$ Change			% Change
Net Interest Income	$	25,631		$	22,007		$	3,624			16.5	%
Provision for loan losses		(532	)		(5,069	)		4,537			(89.5	%)
Noninterest income		9,127			14,723			(5,596	)		(38.0	%)
Noninterest expense		(25,590	)		(20,873	)		(4,717	)		22.6	%
Provision for income taxes		(3,616	)		(4,318	)		702			(16.3	%)
Net income	$	5,020		$	6,470		($	1,450	)		(22.4	%)

Included in the Company’s results for the three month period ended September 30, 2012 is the acquisition by Tri Counties Bank of the banking operations of Citizens Bank of Northern California, Nevada City, California from the FDIC under a whole bank purchase and assumption agreement without loss sharing on September 23, 2011. The assets acquired and liabilities assumed in the Citizens acquisition have been accounted for under the acquisition method of accounting (formerly the purchase method). Loans acquired through the Citizens acquisition are classified as Purchased Not Credit Impaired (PNCI), Purchased Credit Impaired – cash basis (PCI – cash basis), or Purchased Credit Impaired – other (PCI – other). Loans not acquired in an acquisition or otherwise “purchased” are classified as “originated”. Further details regarding interest income from loans, including fair value discount accretion, may be found under the heading “Supplemental Loan Interest Income Data” in the Consolidated Financial Data table at the end of this announcement.

The following table shows the components of net interest income and net interest margin on a fully tax-equivalent (FTE) basis for the periods indicated:

ANALYSIS OF CHANGE IN NET INTEREST MARGIN ON EARNING ASSETS

(unaudited, dollars in thousands)

	Three Months Ended
	September 30, 2012								September 30, 2011
	Average Balance		Income/ Expense			Yield/ Rate			Average Balance		Income/ Expense			Yield/ Rate
Assets
Earning assets
Loans	$	1,573,816	$	25,530			6.49	%	$	1,410,151	$	21,987			6.24	%
Investments - taxable		195,951		1,455			2.97	%		256,149		2,138			3.34	%
Investments - nontaxable		9,561		173			7.24	%		11,586		213			7.36	%
Federal funds sold		571,837		372			0.26	%		359,462		213			0.24	%
Total earning assets		2,351,164		27,530			4.68	%		2,037,348		24,551			4.82	%
Other assets, net		168,095								170,452
Total assets	$	2,519,259							$	2,207,800
Liabilities and shareholders’ equity
Interest-bearing
Demand deposits	$	479,565		196			0.16	%	$	408,954		275			0.27	%
Savings deposits		757,491		314			0.17	%		639,476		331			0.21	%
Time deposits		359,507		596			0.66	%		389,161		937			0.96	%
Other borrowings		41,852		395			3.78	%		60,849		610			4.01	%
Trust preferred securities		41,238		333			3.23	%		41,238		312			3.03	%
Total interest-bearing liabilities		1,679,652		1,834			0.44	%		1,539,678		2,465			0.64	%
Noninterest-bearing deposits		577,523								427,808
Other liabilities		35,227								31,754
Shareholders’ equity		226,857								208,560
Total liabilities and shareholders’ equity	$	2,519,259							$	2,207,800
Net interest rate spread							4.24	%							4.18	%
Net interest income/net interest margin (FTE)				25,696			4.37	%				22,086			4.34	%
FTE adjustment				(65	)							(79	)
Net interest income (not FTE)			$	25,631							$	22,007

Net interest income (FTE) during the three months ended September 30, 2012 increased $3,610,000 (16.3%) from the same period in 2011 to $25,696,000. The increase in net interest income (FTE) was primarily due to a $163,665,000 (11.6%) increase in average balance of loans and a 25 basis point increase in average yield on loans to 6.49%, both of which are primarily due to the Citizens acquisition in September 2011. The operations of Citizens from July 1, 2012 to September 30, 2012 added approximately $4,130,000 and $79,000 to interest income and interest expense, respectively. Included in the $4,130,000 of Citizens related interest income recorded during the three months ended September 30, 2012, is $1,658,000 of interest income from fair value discount accretion.

The Company provided $532,000 for loan losses in the third quarter of 2012 versus $3,371,000 in the second quarter of 2012 and $5,069,000 in the third quarter of 2011. Included in the provision for loan losses during the quarter ended September 30, 2012, was $529,000 related to Citizens loans. The decrease in provision for loan losses during the third quarter of 2012 compared to the second quarter of 2012 was primarily the result of improvement in collateral values and estimated cash flows related to nonperforming and purchased credit impaired loans, and a reduction in nonperforming loans.

The following table presents the key components of noninterest income for the periods indicated:

	Three months ended September 30,
(dollars in thousands)	2012			2011			$ Change			% Change
Service charges on deposit accounts		3,617			3,769		($	152	)		(4.0	%)
ATM fees and interchange		1,877			1,780			97			5.4	%
Other service fees		567			460			107			23.3	%
Mortgage banking service fees		403			375			28			7.5	%
Change in value of mortgage servicing rights		(681	)		(800	)		119			(14.9	%)
Total service charges and fees		5,783			5,584			199			3.6	%
Gain on sale of loans		1,430			598			832			139.1	%
Commission on NDIP		803			542			261			48.2	%
Increase in cash value of life insurance		450			450			—			0.0	%
Change in indemnification asset		(94	)		(289	)		195			(67.5	%)
Gain on sale of foreclosed assets		418			82			336			409.8	%
Other noninterest income		337			7,756			(7,419	)		(95.7	%)
Total other noninterest income		3,344			9,139			(5,795	)		(63.4	%)
Total noninterest income	$	9,127		$	14,723		($	5,596	)		(38.0	%)

Noninterest income decreased $5,596,000 (38.0%) to $9,127,000 for the three months ended September 30, 2012 when compared to the three months ended September 30, 2011. Excluding the $7,575,000 bargain purchase gain related to the Citizens acquisition and recorded in the three month period ended September 30, 2011, noninterest income would have increased $1,979,000 (27.7%) for the three months ended September 30, 2012 compared to the three months ended September 30, 2011. Excluding the effect of the bargain purchase gain, the change in noninterest income was primarily due to an $832,000 increase in gain on sale of loans, a $336,000 increase in gain on sale of foreclosed assets, and a $261,000 increase in commissions on sale of nondeposit investment products (NDIP). The increase in gain on sale of loans is due to increased residential real estate loan refinance activity and our focus to service that activity. The increase in commissions on sale of NDIP is due to our application of additional resources in that area. The operations of Citizens accounted for $574,000 of noninterest income during the three months ended September 30, 2012.

Salary and benefit expenses increased $432,000 (3.6%) to $12,362,000 during the three months ended September 30, 2012 compared to the three months ended September 30, 2011. Base salaries increased $857,000 (11.5%) to $8,337,000 during the three months ended September 30, 2012. The increase in base salaries was mainly due to a 10.6% increase in average full time equivalent staff to 740 and annual merit increases when compared to the three months ended September 30, 2011. The increase in full time equivalent staff is mainly due to the Citizens acquisition on September 23, 2011. Incentive and commission related salary expenses decreased $594,000 (32.1%) to $1,254,000 during three months ended September 30, 2012 due primarily to large net income related bonus accruals made during the three months ended September 30, 2011. Benefits expense, including retirement, medical and workers’ compensation insurance, and taxes, increased $169,000 (6.5%) to $2,771,000 during the three months ended September 30, 2012 primarily due to the increase in average full time equivalent staff noted above. The operations of Citizens from July 1, 2012 to September 30, 2012 added $524,000 to salaries and benefits expense.

Other noninterest expenses increased $4,285,000 (47.9%) to $13,228,000 during the three months ended September 30, 2012 when compared to the three months ended September 30, 2011. Included in noninterest income for the three months ended September 30, 2012 is $2,090,000 related to a legal settlement that was previously disclosed by the Company on September 27, 2012. Excluding this legal settlement, other noninterest expenses would have increased $2,195,000 (24.5%). Changes in the various categories of other noninterest expense are reflected in the table below. The changes are indicative of the Citizens acquisition, and the economic environment which has led to increases, or fluctuations, in professional loan collection expenses, provision for foreclosed asset losses, and foreclosed asset expenses. The operations of Citizens from July 1, 2012 to September 30, 2012 added $646,000 to other noninterest expenses.

The following table presents the key components of the Company’s noninterest expense for the periods indicated:

	Three months ended September 30,
(dollars in thousands)	2012			2011		$ Change			% Change
Salaries	$	8,337		$	7,480	$	857			11.5	%
Commissions and incentives		1,254			1,848		(594	)		(32.1	%)
Employee benefits		2,771			2,602		169			6.5	%
Total salaries and benefits expense		12,362			11,930		432			3.6	%
Occupancy		1,851			1,521		330			21.7	%
Equipment		1,138			949		189			19.9	%
Change in reserve for unfunded commitments		(35	)		—		(35	)
Data processing and software		1,017			940		77			8.2	%
Telecommunications		553			382		171			44.8	%
ATM network charges		529			425		104			24.5	%
Professional fees		832			462		370			80.1	%
Advertising and marketing		710			607		103			17.0	%
Postage		230			163		67			41.1	%
Courier service		270			222		48			21.6	%
Intangible amortization		52			20		32			160.0	%
Operational losses		171			166		5			3.0	%
Provision for foreclosed asset losses		433			306		127			41.5	%
Foreclosed asset expense		284			215		69			32.1	%
Assessments		590			517		73			14.1	%
Other		4,603			2,048		2,555			124.8	%
Total other noninterest expense		13,228			8,943		4,285			47.9	%
Total noninterest expense	$	25,590		$	20,873	$	4,717			22.6	%

In addition to the historical information contained herein, this press release may contain certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. 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, interest rate fluctuations, economic conditions in the Company’s primary market area, demand for loans, regulatory and accounting changes, 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 detailed in the Company’s reports filed with the Securities and Exchange Commission which are incorporated herein by reference, including the Form 10-K for the year ended December 31, 2011. These reports and 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. Any forward-looking statement may turn out to be wrong and cannot be guaranteed. The Company does not intend to update any of the forward-looking statements after the date of this release.

TriCo Bancshares and Tri Counties Bank are headquartered in Chico, California. Tri Counties Bank has a 37-year history in the banking industry. It operates 41 traditional branch locations and 25 in-store branch locations in 23 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 72 ATMs and a 24-hour, seven days-a-week telephone customer service center. Brokerage services are provided by the Bank’s investment services affiliate, Raymond James Financial Services, Inc. For further information please visit the Tri Counties Bank web site at http://www.tricountiesbank.com.

TRICO BANCSHARES - CONSOLIDATED FINANCIAL DATA

(Unaudited. Dollars in thousands, except share data)

	Three months ended
	September 30,			June 30,			March 31,			December 31,			September 30,
	2012			2012			2012			2011			2011
Statement of Income Data
Interest income	$	27,465		$	27,944		$	27,164		$	29,609		$	24,472
Interest expense		1,834			2,010			2,128			2,329			2,465
Net interest income		25,631			25,934			25,036			27,280			22,007
Provision for loan losses		532			3,371			3,996			5,429			5,069
Noninterest income:
Service charges and fees		5,783			6,155			5,952			6,457			5,584
Other income		3,344			4,422			2,313			4,032			9,139
Total noninterest income		9,127			10,577			8,265			10,489			14,723
Noninterest expense:
Base salaries net of deferred loan origination costs		8,337			8,273			8,159			8,071			7,478
Incentive compensation expense		1,254			1,347			1,375			188			1,850
Employee benefits and other compensation expense		2,771			2,870			3,228			2,506			2,602
Total salaries and benefits expense		12,362			12,490			12,762			10,765			11,930
Other noninterest expense		13,228			11,877			10,153			11,311			8,943
Total noninterest expense		25,590			24,367			22,915			22,076			20,873
Income before taxes		8,636			8,773			6,390			10,264			10,788
Net income	$	5,020		$	5,321		$	3,931		$	6,549		$	6,470
Share Data
Basic earnings per share	$	0.31		$	0.33		$	0.25		$	0.41		$	0.40
Diluted earnings per share	$	0.31		$	0.33		$	0.25		$	0.41		$	0.40
Book value per common share	$	14.21		$	13.96		$	13.71		$	13.55		$	13.19
Tangible book value per common share	$	13.16		$	12.91		$	12.66		$	12.49		$	12.14
Shares outstanding		15,992,893			15,992,893			15,978,958			15,978,958			15,978,958
Weighted average shares		15,992,893			15,985,922			15,978,958			15,978,958			15,978,958
Weighted average diluted shares		16,051,876			16,047,344			16,042,765			16,015,312			16,006,358
Credit Quality
Nonperforming originated loans	$	66,654		$	69,749		$	70,764		$	75,775		$	74,324
Total nonperforming loans		81,611			82,877			82,575			85,731			85,067
Guaranteed portion of nonperforming loans		218			218			218			3,061			3,287
Foreclosed assets, net of allowance		10,185			12,743			14,789			16,332			17,870
Loans charged-off		3,368			4,188			4,922			5,340			4,428
Loans recovered		1,133			1,214			464			525			697
Selected Financial Ratios
Return on average total assets		0.80	%		0.85	%		0.63	%		1.04	%		1.17	%
Return on average equity		8.85	%		9.54	%		7.14	%		12.19	%		12.41	%
Average yield on loans		6.49	%		6.73	%		6.53	%		6.94	%		6.24	%
Average yield on interest-earning assets		4.68	%		4.81	%		4.66	%		5.12	%		4.82	%
Average rate on interest-bearing liabilities		0.44	%		0.48	%		0.49	%		0.53	%		0.64	%
Net interest margin (fully tax-equivalent)		4.37	%		4.46	%		4.30	%		4.71	%		4.34	%
Supplemental Loan Interest Income Data:
Discount accretion PCI - cash basis loans		24			108			18			418			28
Discount accretion PCI - other loans		1,192			886			776			949			223
Discount accretion PNCI loans		591			1,391			1,286			1,738			—
Regular interest Purchased loans		3,251			3,439			3,420			3,651			978
All other loan interest income		20,472			19,968			19,429			20,491			20,758
Total loan interest income		25,530			25,792			24,929			27,247			21,987

TRICO BANCSHARES - CONSOLIDATED FINANCIAL DATA

(Unaudited. Dollars in thousands)

	Three months ended
	September 30, 2012			June 30, 2012			March 31, 2012			December 31, 2011			September 30, 2011
Balance Sheet Data
Cash and due from banks	$	622,494		$	644,102		$	681,760		$	637,275		$	522,636
Securities, available-for-sale		183,432			202,849			212,157			229,223			257,300
Federal Home Loan Bank Stock		9,647			9,990			10,508			10,610			11,124
Loans held for sale		14,937			5,321			5,869			10,219			10,872
Loans:
Commercial loans		145,469			139,733			129,906			139,131			154,257
Consumer loans		388,844			393,248			419,539			406,330			400,627
Real estate mortgage loans		1,007,432			984,147			924,336			965,922			978,492
Real estate construction loans		33,902			35,354			37,304			39,649			42,251
Total loans, gross		1,575,647			1,552,482			1,511,085			1,551,032			1,575,627
Allowance for loan losses		(44,146	)		(45,849	)		(45,452	)		(45,914	)		(45,300	)
Foreclosed assets		10,185			12,743			14,789			16,332			17,870
Premises and equipment		24,083			22,595			19,814			19,893			19,717
Cash value of life insurance		50,742			50,292			50,853			50,403			51,891
Goodwill		15,519			15,519			15,519			15,519			15,519
Intangible assets		1,144			1,196			1,248			1,301			1,353
Mortgage servicing rights		4,485			4,757			4,784			4,603			4,238
FDIC indemnification asset		2,485			4,046			3,405			4,405			4,473
Accrued interest receivable		7,638			7,545			7,095			7,312			7,397
Other assets		37,189			38,030			39,474			43,384			33,750
Total assets		2,515,481			2,525,618			2,532,908			2,555,597			2,488,467
Deposits:
Noninterest-bearing demand deposits		592,529			578,010			564,143			541,276			469,630
Interest-bearing demand deposits		483,557			480,337			488,573			431,565			425,281
Savings deposits		767,244			737,433			724,449			797,182			788,276
Time certificates		358,309			369,997			392,581			420,513			437,036
Total deposits		2,201,639			2,165,777			2,169,746			2,190,536			2,120,223
Accrued interest payable		1,139			1,415			1,587			1,674			1,815
Reserve for unfunded commitments		2,555			2,590			2,550			2,740			2,640
Other liabilities		32,449			30,538			29,675			30,427			28,808
Other borrowings		9,264			60,831			69,074			72,541			82,919
Junior subordinated debt		41,238			41,238			41,238			41,238			41,238
Total liabilities		2,288,284			2,302,389			2,313,870			2,339,156			2,277,643
Total shareholders’ equity		227,197			223,229			219,038			216,441			210,824
Accumulated other comprehensive gain		3,635			3,537			3,658			3,811			3,468
Average loans		1,573,816			1,534,006			1,527,536			1,570,648			1,410,151
Average interest-earning assets		2,351,164			2,331,148			2,334,842			2,320,205			2,037,348
Average total assets		2,519,259			2,509,099			2,514,541			2,513,634			2,207,800
Average deposits		2,174,085			2,148,964			2,149,212			2,149,422			1,865,399
Average total equity	$	226,857		$	223,028		$	220,366		$	214,979		$	208,560
Total risk based capital ratio		14.4	%		14.3	%		14.3	%		13.9	%		13.5	%
Tier 1 capital ratio		13.1	%		13.0	%		13.0	%		12.7	%		12.2	%
Tier 1 leverage ratio		9.9	%		9.7	%		9.5	%		9.5	%		10.5	%
Tangible capital ratio		8.4	%		8.2	%		8.0	%		7.9	%		7.8	%