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): January 26, 2005 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 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 2.02: Results of Operations and Financial Condition --------------------------------------------------------- On January 26, 2005 TriCo Bancshares announced their quarterly earnings for the period ended December 31, 2004. 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: Exhibits ------------------- 99.1 Press release dated January 26, 2005 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: January 26, 2005 By: /s/ Thomas J. Reddish -------------------------------------- Thomas J. Reddish, Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) INDEX TO EXHIBITS Exhibit No. Description ----------- -------------------------------------------- 99.1 Press release dated January 26, 2005 PRESS RELEASE Contact: Thomas J. Reddish For Immediate Release Executive Vice President & CFO (530) 898-0300 TRICO BANCSHARES ANNOUNCES RECORD ANNUAL AND QUARTERLY EARNINGS FOR THE PERIODS ENDED DECEMBER 31, 2004 CHICO, Calif. - (January 26, 2005) - TriCo Bancshares (NASDAQ: TCBK), parent company of Tri Counties Bank, today announced record annual earnings of $20,182,000 for the year ended December 31, 2004. This represents a 19.5% increase when compared with earnings of $16,888,000 for the year ended December 31, 2003. Diluted earnings per share for the year ended December 31, 2004 increased 15.9% to $1.24 from $1.07 for the year ended December 31, 2003. Total assets of the Company increased $157 million (10.7%) to $1.626 billion at December 31, 2004 versus $1.469 billion at December 31, 2003. Total loans of the Company increased $192 million (19.6%) to $1.173 billion at December 31, 2004 versus $981 million at December 31, 2003. Total deposits of the Company increased $112 million (9.1%) to $1.349 billion at December 31, 2004 versus $1.237 billion at December 31, 2003. Net income for the quarter ended December 31, 2004 increased 14.4% to $5,355,000 from $4,683,000 in the quarter ended December 31, 2003. Diluted earnings per share increased 13.8% to $0.33 in the quarter ended December 31, 2004 from $0.29 in the quarter ended December 31, 2003. Richard Smith, President and Chief Executive Officer commented, "We are very pleased with the results TriCo achieved during the quarter and year ended December 31, 2004. During this time of considerable uncertainty about the economy, interest rates, and increased regulatory and compliance requirements, our team members were able to achieve record financial results for our Company. Almost all aspects of the Company's performance were strong in 2004 including very strong loan growth while maintaining strong credit quality. Our net interest margin remained well above our peers, and our operating efficiency continued to improve." The increase in earnings for the quarter ended December 31, 2004 over the year-ago quarter was due to a $1,543,000 (9.0%) increase in net interest income to $18,673,000, and a $500,000 decrease in provision for loan loss to $300,000, which were partially offset by a $873,000 (6.0%) increase in noninterest expense to $15,332,000. The increase in net interest income was due to the loan growth noted above, which was partially offset by a decrease in fully tax-equivalent net interest margin to 5.28% during the quarter ended December 31, 2004 versus 5.41% in the year-ago quarter. The $500,000 decrease in provision for loan loss was mainly due to the high credit quality of the loan portfolio and its continued improvement. The $873,000 increase in noninterest expense was mainly due to a $524,000 (6.8%) increase in salaries and benefits expense to $8,265,000 as a result of regular salary increases, incentive compensation related to the loan and deposit growth noted above, and the opening of branches in Folsom, Turlock and Woodland in December 2003, April 2004, and November 2004, respectively, and a $336,000 (5.3%) increase in other noninterest expenses to $6,724,000. Mr. Smith continued, "We plan to continue to differentiate ourselves from the competition by offering high levels of service and convenience to our markets with more branch locations, and extended weekday, weekend and holiday hours. In February 2005, we expect to open our forty-sixth and newest branch inside the Raley's supermarket at 765 South Highway 65 in Lincoln, California. We currently anticipate that we will continue to grow within the Central Valley of California by maximizing revenue growth and new customer opportunities within this region. As always, we remain focused on shareholder value which we measure primarily through earnings per share and growth in earnings per share." As previously announced on March 11, 2004, the Board of Directors of TriCo Bancshares approved a two-for-one stock split of its common stock at its meeting held on March 11, 2004. The stock split was effected in the form of a stock dividend and provided each stockholder of record at the close of business on April 9, 2004 one additional share for every share of TriCo common stock held on that date. Shares resulting from the split were distributed on April 30, 2004. As of December 31, 2004, the Company had 15,723,317 common shares outstanding. All per share amounts for prior periods have been restated to reflect the stock split. As of January 26, 2004, the Company had purchased 222,600 shares of its common stock under its stock repurchase plan announced on July 31, 2003 and amended on April 9, 2004, which leaves 277,400 shares available for repurchase under the plan. 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 29-year history in the banking industry. Tri Counties Bank operates 33 traditional branch locations and 12 in-store branch locations in 22 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 58 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 (Unaudited. Dollars in thousands, except per share data) Three months ended ----------------------------------------------------------------------------- December 31, September 30, June 30, March 31, December 31, 2004 2004 2004 2004 2003 ----------------------------------------------------------------------------- Statement of Income Data Interest income $ 22,441 $ 21,951 $ 20,628 $ 19,912 $ 20,354 Interest expense 3,768 3,494 3,087 3,014 3,224 Net interest income 18,673 18,457 17,541 16,898 17,130 Provision for loan losses 300 1,300 1,300 650 800 Noninterest income: Service charges and fees 4,264 4,434 4,910 4,083 3,939 Other income 1,472 1,927 2,032 1,672 1,814 Total noninterest income 5,736 6,361 6,942 5,755 5,753 Noninterest expense: Salaries and benefits 8,265 8,319 8,440 8,167 7,741 Intangible amortization 343 343 343 331 330 Other expense 6,724 6,427 6,629 5,848 6,388 Total noninterest expense 15,332 15,089 15,412 14,346 14,459 Income before taxes 8,777 8,429 7,771 7,657 7,624 Net income $ 5,355 $ 5,203 $ 4,847 $ 4,777 $ 4,683 Share Data(1) Basic earnings per share $ 0.34 $ 0.33 $ 0.31 $ 0.31 $ 0.30 Diluted earnings per share 0.33 0.32 0.30 0.29 0.29 Book value per common share 8.79 8.64 8.20 8.28 8.17 Tangible book value per common share $ 7.45 $ 7.33 $ 6.87 $ 6.92 $ 6.79 Shares outstanding 15,723,317 15,697,817 15,639,897 15,635,522 15,668,248 Weighted average shares 15,712,605 15,672,300 15,639,556 15,616,540 15,693,494 Weighted average diluted shares 16,396,447 16,247,422 16,215,160 16,212,845 16,296,892 Credit Quality Non-performing loans, net of government agency guarantees $ 4,906 $ 4,931 $ 3,886 $ 5,265 $ 4,394 Other real estate owned - - 628 924 932 Loans charged-off 580 687 177 188 859 Loans recovered $ 120 $ 74 $ 110 $ 62 $ 372 Allowance for loan losses to total loans 1.37% 1.44% 1.44% 1.44% 1.40% Allowance for loan losses to NPLs 327% 329% 400% 272% 313% Allowance for loan losses to NPAs 327% 329% 344% 231% 259% Selected Financial Ratios Return on average total assets 1.35% 1.34% 1.29% 1.33% 1.29% Return on average equity 15.44% 15.57% 14.97% 14.80% 14.71% Average yield on loans 6.82% 6.87% 6.82% 6.90% 7.17% Average yield on earning assets 6.33% 6.35% 6.18% 6.30% 6.41% Average rate on earning liabilities 1.35% 1.25% 1.14% 1.18% 1.26% Net interest margin (fully tax-equivalent) 5.28% 5.35% 5.27% 5.35% 5.41% Total risk based capital ratio 11.9% 12.4% 12.4% 11.5% 11.6% Tier 1 Capital ratio 10.7% 11.0% 10.9% 10.3% 10.4% (1) Share and per share data for all periods have been adjusted to reflect the 2-for-1 stock split announced March 11, 2004 payable on April 30, 2004 to shareholders of record on April 9, 2004. TRICO BANCSHARES - CONSOLIDATED FINANCIAL DATA (Unaudited. Dollars in thousands, except per share data) Three months ended ------------------------------------------------------------------------- December 31, September 30, June 30, March 31, December 31, 2004 2004 2004 2004 2003 ------------------------------------------------------------------------- Balance Sheet Data Cash and due from banks $ 70,037 $ 64,318 $ 65,512 $ 55,568 $ 80,603 Fed funds sold - - - - 326 Securities, available-for-sale 292,974 292,966 309,163 312,657 316,436 Loans Commercial loans 140,332 151,998 146,262 131,759 142,252 Consumer loans 410,198 384,560 357,901 334,221 319,029 Real estate mortgage loans 544,373 527,808 518,696 465,429 458,369 Real estate construction loans 78,064 62,057 55,605 62,656 61,591 Total loans, gross 1,172,967 1,126,423 1,078,464 994,065 981,241 Allowance for loan losses (16,057) (16,216) (15,529) (14,297) (13,773) Premises and equipment 19,853 20,118 18,996 19,288 19,521 Cash value of life insurance 40,479 40,196 39,844 39,412 38,980 Intangible assets 20,927 20,589 20,931 21,274 21,604 Other assets 24,794 25,103 27,792 22,476 23,817 Total assets 1,625,974 1,573,497 1,545,173 1,450,443 1,468,755 Deposits Noninterest bearing demand deposits 311,275 298,319 282,292 260,299 298,462 Interest bearing demand deposits 230,763 224,619 224,552 222,986 220,875 Savings deposits 474,414 474,345 476,798 488,915 441,461 Time certificates 332,381 294,858 283,710 267,739 276,025 Total deposits 1,348,833 1,292,141 1,267,352 1,239,939 1,236,823 Fed funds purchased & repurchase agreements 46,400 57,300 66,000 16,300 39,500 Other liabilities 23,219 19,971 19,397 21,194 20,966 Other borrowings 28,152 27,159 22,866 22,877 22,887 Junior subordinated debt 41,238 41,238 41,238 20,619 20,619 Total liabilities 1,487,842 1,437,809 1,416,853 1,320,929 1,340,795 Total shareholders' equity 138,132 135,688 128,320 129,514 127,960 Accumulated other comprehensive income (loss) (352) 1,155 (1,984) 2,426 1,814 Average loans 1,142,483 1,098,442 1,029,425 970,793 951,669 Average interest earning assets 1,433,641 1,399,342 1,351,774 1,281,032 1,285,905 Average total assets 1,592,464 1,552,743 1,505,261 1,440,953 1,447,137 Average deposits 1,343,273 1,275,599 1,252,472 1,231,704 1,216,223 Average total equity $ 138,727 $ 133,628 $ 129,481 $ 129,133 $ 127,374