UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the fiscal year Commission File Number 0-10661
ended December 31, 2008
TriCo Bancshares
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(Exact name of Registrant as specified in its charter)
California 94-2792841
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, without par value Nasdaq Stock Market LLC
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(Title of Class) (Name of each exchange on which registered)
Securities registered pursuant to Section 12(g) of the Act:None.
Indicate by check mark whether the Registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Act.
YES NO X
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Indicate by check mark whether the Registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act.
YES NO X
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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 periods 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
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of the Form 10-K or any
amendment to this Form 10-K.
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
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Act (check one).
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
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The aggregate market value of the voting common stock held by non-affiliates of
the Registrant, as of March 6, 2009, was approximately $127,949,000 (based on
the closing sales price of the Registrant's common stock on the date). This
computation excludes a total of 4,286,865 shares that are beneficially owned by
the officers and directors of Registrant who may be deemed to be the affiliates
of Registrant under applicable rules of the Securities and Exchange Commission.
The number of shares outstanding of Registrant's common stock, as of March 6,
2009, was 15,782,753 shares of common stock, without par value.
The information required to be disclosed pursuant to Part III of this report
either shall be (i) deemed to be incorporated by reference from selected
portions of TriCo Bancshares' definitive proxy statement for the 2009 annual
meeting of stockholders, if such proxy statement is filed with the Securities
and Exchange Commission pursuant to Regulation 14A not later than 120 days after
the end of the Company's most recently completed fiscal year, or (ii) included
in an amendment to this report filed with the Commission on Form 10-K/A not
later than the end of such 120 day period.
TABLE OF CONTENTS
Page Number
PART I
Item 1 Business 2
Item 1A Risk Factors 12
Item 1B Unresolved Staff Comments 20
Item 2 Properties 20
Item 3 Legal Proceedings 20
Item 4 Submission of Matters to a Vote of Security Holders 20
PART II
Item 5 Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities 21
Item 6 Selected Financial Data 23
Item 7 Management's Discussion and Analysis of
Financial Condition and Results of Operations 24
Item 7A Quantitative and Qualitative Disclosures About Market Risk 44
Item 8 Financial Statements and Supplementary Data 44
Item 9 Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 79
Item 9A Controls and Procedures 79
Item 9B Other Information 79
PART III
Item 10 Directors, Executive Officers and Corporate Governance 80
Item 11 Executive Compensation 80
Item 12 Security Ownership of Certain Beneficial Owners
and Management and Related Stockholder Matters 80
Item 13 Certain Relationships and Related Transactions,
and Director Independence 80
Item 14 Principal Accountant Fees and Services 80
PART IV
Item 15 Exhibits and Financial Statement Schedules 80
Signatures 81
FORWARD-LOOKING STATEMENTS
In addition to historical information, this Annual Report on Form 10-K contains
forward-looking statements about TriCo Bancshares (the "Company") for which it
claims the protection of the safe harbor provisions contained in the Private
Securities Litigation Reform Act of 1995. These forward-looking statements are
based on Management's current knowledge and belief and include information
concerning the Company's possible or assumed future financial condition and
results of operations. When you see any of the words "believes", "expects",
"anticipates", "estimates", or similar expressions, these generally indicate
that we are making forward-looking statements. A number of factors, some of
which are beyond the Company's ability to predict or control, could cause future
results to differ materially from those contemplated. These factors include
those listed at Item 1A Risk Factors, in this report.
PART I
ITEM 1. BUSINESS
Information About TriCo Bancshares' Business
TriCo Bancshares (the "Company", "TriCo", "we" or "our") was incorporated in
California on October 13, 1981. It was organized at the direction of the board
of directors of Tri Counties Bank (the "Bank") for the purpose of forming a bank
holding company. On September 7, 1982, the shareholders of Tri Counties Bank
became the shareholders of TriCo and Tri Counties Bank became a wholly owned
subsidiary of TriCo. At that time, TriCo became a bank holding company subject
to the supervision of the Board of Governors of the Federal Reserve System
("FRB") under the Bank Holding Company Act of 1956, as amended. Tri Counties
Bank remains subject to the supervision of the California Department of
Financial Institutions and the Federal Deposit Insurance Corporation ("FDIC").
On July 31, 2003, the Company formed a subsidiary business trust, TriCo Capital
Trust I, to issue trust preferred securities. On June 22, 2004, the Company
formed a subsidiary business trust, TriCo Capital Trust II, to issue trust
preferred securities. See Note 8 in the financial statements at Item 8 of this
report for a discussion about the Company's issuance of trust preferred
securities. Tri Counties Bank, TriCo Capital Trust I and TriCo Capital Trust II
currently are the only subsidiaries of TriCo and TriCo is not conducting any
business operations independent of Tri Counties Bank, TriCo Capital Trust I and
TriCo Capital Trust II.
For financial reporting purposes, the financial statements of the Bank are
consolidated into the financial statements of the Company. Historically, issuer
trusts, such as TriCo Capital Trust I and TriCo Capital Trust II, that issued
trust preferred securities have been consolidated by their parent companies and
trust preferred securities have been treated as eligible for Tier 1 capital
treatment by bank holding companies under FRB rules and regulations relating to
minority interests in equity accounts of consolidated subsidiaries. Applying the
provisions of the Financial Accounting Standards Board Revised Interpretation
No. 46 (FIN 46R), the Company is no longer permitted to consolidate such issuer
trusts beginning on December 31, 2003. The FRB permits trust preferred
securities to be treated as Tier 1 up to a limit of 25% of Tier 1 capital.
Additional information concerning the Company can be found on our website at
www.tcbk.com. Copies of our annual reports on Form 10-K, quarterly reports on
Form 10-Q, current reports on Form 8-K and amendments to these reports are
available free of charge through our website at Investor Relations---"SEC
Filings" and "Annual Reports" as soon as reasonably practicable after the
Company files these reports to the Securities and Exchange Commission. The
information on our website is not incorporated into this annual report.
2
Business of Tri Counties Bank
Tri Counties Bank was incorporated as a California banking corporation on June
26, 1974, and received its certificate of authority to begin banking operations
on March 11, 1975. Tri Counties Bank engages in the general commercial banking
business in the California counties of Butte, Contra Costa, Del Norte, Fresno,
Glenn, Kern, Lake, Lassen, Madera, Mendocino, Merced, Napa, Nevada, Placer,
Sacramento, Shasta, Siskiyou, Stanislaus, Sutter, Tehama, Tulare, Yolo and Yuba.
Tri Counties Bank currently operates from 32 traditional branches and 25
in-store branches.
General Banking Services
The Bank conducts a commercial banking business including accepting demand,
savings and time deposits and making commercial, real estate, and consumer
loans. It also offers installment note collection, issues cashier's checks,
sells travelers checks and provides safe deposit boxes and other customary
banking services. Brokerage services are provided at the Bank's offices by the
Bank's association with Raymond James Financial Services, Inc., an independent
financial services provider and broker-dealer. The Bank does not offer trust
services or international banking services.
The Bank has emphasized retail banking since it opened. Most of the Bank's
customers are retail customers and small to medium-sized businesses. The Bank
emphasizes serving the needs of local businesses, farmers and ranchers, retired
individuals and wage earners. The majority of the Bank's loans are direct loans
made to individuals and businesses in northern and central California where its
branches are located. At December 31, 2008, the total of the Bank's consumer
installment loans net of deferred fees outstanding was $514,448,000 (32.3%), the
total of commercial loans outstanding was $189,645,000 (11.9%), and the total of
real estate loans including construction loans of $84,229,000 was $886,756,000
(55.8%). The Bank takes real estate, listed and unlisted securities, savings and
time deposits, automobiles, machinery, equipment, inventory, accounts receivable
and notes receivable secured by property as collateral for loans.
Most of the Bank's deposits are attracted from individuals and business-related
sources. No single person or group of persons provides a material portion of the
Bank's deposits, the loss of any one or more of which would have a materially
adverse effect on the business of the Bank, nor is a material portion of the
Bank's loans concentrated within a single industry or group of related
industries.
In order to attract loan and deposit business from individuals and small to
medium-sized businesses, branches of the Bank set lobby hours to accommodate
local demands. In general, lobby hours are from 9:00 a.m. to 5:00 p.m. Monday
through Thursday, and from 9:00 a.m. to 6:00 p.m. on Friday. Some Bank offices
also utilize drive-up facilities operating from 9:00 a.m. to 6:00 p.m. The
supermarket branches are open from 9:00 a.m. to 7:00 p.m. Monday through
Saturday and 11:00 a.m. to 5:00 p.m. on Sunday.
The Bank offers 24-hour ATMs at almost all branch locations. The 64 ATMs are
linked to several national and regional networks such as CIRRUS and STAR. In
addition, banking by telephone on a 24-hour toll-free number is available to all
customers. This service allows a customer to obtain account balances and most
recent transactions, transfer moneys between accounts, make loan payments, and
obtain interest rate information.
In February 1998, the Bank became the first bank in the Northern Sacramento
Valley to offer banking services on the Internet. This banking service provides
customers one more tool for access to their accounts.
Other Activities
The Bank may in the future engage in other businesses either directly or
indirectly through subsidiaries acquired or formed by the Bank subject to
regulatory constraints. See "Regulation and Supervision."
3
Employees
At December 31, 2008, the Company and the Bank employed 697 persons, including
seven executive officers. Full time equivalent employees were 625. No employees
of the Company or the Bank are presently represented by a union or covered under
a collective bargaining agreement. Management believes that its employee
relations are excellent.
Competition
The banking business in California generally, and in the Bank's primary service
area of Northern and Central California specifically, is highly competitive with
respect to both loans and deposits. It is dominated by a relatively small number
of national and regional banks with many offices operating over a wide
geographic area. Among the advantages such major banks have over the Bank is
their ability to finance wide ranging advertising campaigns and to allocate
their investment assets to regions of high yield and demand. By virtue of their
greater total capitalization such institutions have substantially higher lending
limits than does the Bank.
In addition to competing with savings institutions, commercial banks compete
with other financial markets for funds as a result of the deregulation of the
financial services industry. Yields on corporate and government debt securities
and other commercial paper may be higher than on deposits, and therefore affect
the ability of commercial banks to attract and hold deposits. Commercial banks
also compete for available funds with money market instruments and mutual funds.
During past periods of high interest rates, money market funds have provided
substantial competition to banks for deposits and they may continue to do so in
the future. Mutual funds are also a major source of competition for savings
dollars.
The Bank relies substantially on local promotional activity, personal contacts
by its officers, directors, employees and shareholders, extended hours,
personalized service and its reputation in the communities it services to
compete effectively.
Regulation and Supervision
General
The Company and the Bank are subject to extensive regulation under both federal
and state law. This regulation is intended primarily for the protection of
depositors, the deposit insurance fund, and the banking system as a whole, and
not for the protection of shareholders of the Company. Set forth below is a
summary description of the significant laws and regulations applicable to the
Company and the Bank. The description is qualified in its entirety by reference
to the applicable laws and regulations.
Regulatory Agencies
The Company is a legal entity separate and distinct from the Bank and its other
subsidiaries. As a bank holding company, the Company is regulated under the Bank
Holding Company Act of 1956 (the "BHC Act"), and is subject to supervision,
regulation and inspection by the Federal Reserve. The Company is also under the
jurisdiction of the Securities and Exchange Commission ("SEC") and is subject to
the disclosure and regulatory requirements of the Securities Act of 1933 and the
Securities Exchange Act of 1934, each administered by the SEC. The Company is
listed on the Nasdaq Global Select market ("Nasdaq") under the trading symbol
"TCBK" and is subject to the rules of Nasdaq for listed companies.
The Bank, as a state chartered bank, is subject to broad federal regulation and
oversight extending to all its operations by the Federal Deposit Insurance
Corporation and to state regulation by the California Department of Financial
Institutions.
4
The Company
The Company is a bank holding company. In general, the BHC Act limits the
business of bank holding companies to banking, managing or controlling banks and
other activities that the Federal Reserve has determined to be so closely
related to banking as to be a proper incident thereto. As a result of the
Gramm-Leech-Bliley Act, which amended the BHC Act, bank holding companies that
are financial holding companies may engage in any activity, or acquire and
retain the shares of a company engaged in any activity, that is either (i)
financial in nature or incidental to such financial activity (as determined by
the Federal Reserve in consultation with the OCC) or (ii) complementary to a
financial activity, and that does not pose a substantial risk to the safety and
soundness of depository institutions or the financial system generally (as
determined solely by the Federal Reserve). Activities that are financial in
nature include securities underwriting and dealing, insurance underwriting and
agency, and making merchant banking investments.
If a bank holding company seeks to engage in the broader range of activities
that are permitted under the BHC Act for financial holding companies, (i) all of
its depository institution subsidiaries must be "well capitalized" and "well
managed" and (ii) it must file a declaration with the Federal Reserve that it
elects to be a financial holding company. A depository institution subsidiary is
considered to be "well capitalized" if it satisfies the requirements for this
status discussed in the section captioned "Capital Adequacy and Prompt
Corrective Action," included elsewhere in this item. A depository institution
subsidiary is considered "well managed" if it received a composite rating and
management rating of at least "satisfactory" in its most recent examination. In
addition, the subsidiary depository institution must have received a rating of
at least "satisfactory" in its most recent examination under the Community
Reinvestment Act. (See the section captioned "Community Reinvestment Act"
included elsewhere in this item.)
Financial holding companies that do not continue to meet all of the requirements
for such status will, depending on which requirement they fail to meet, face not
being able to undertake new activities or acquisitions that are financial in
nature, or losing their ability to continue those activities that are not
generally permissible for bank holding companies. In addition, failure to
satisfy conditions prescribed by the Federal Reserve to comply with any such
requirements could result in orders to divest banking subsidiaries or to cease
engaging in activities other than those closely related to banking under the BHC
Act.
The BHC Act, the Federal Bank Merger Act, and other federal and state statutes
regulate acquisitions of commercial banks. The BHC Act requires the prior
approval of the Federal Reserve for the direct or indirect acquisition of more
than 5 percent of the voting shares of a commercial bank or its parent holding
company. Under the Federal Bank Merger Act, the prior approval of the OCC is
required for a national bank to merge with another bank or purchase the assets
or assume the deposits of another bank. In reviewing applications seeking
approval of merger and acquisition transactions, the bank regulatory authorities
will consider, among other things, the competitive effect and public benefits of
the transactions, the capital position of the combined organization, the
applicant's performance record under the Community Reinvestment Act (see the
section captioned "Community Reinvestment Act" included elsewhere in this item),
fair housing laws and the effectiveness of the subject organizations in
combating money laundering activities.
Safety and Soundness Standards
The Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA")
implemented certain specific restrictions on transactions and required the
regulators to adopt overall safety and soundness standards for depository
institutions related to internal control, loan underwriting and documentation,
and asset growth. Among other things, FDICIA limits the interest rates paid on
deposits by undercapitalized institutions, the use of brokered deposits and the
aggregate extension of credit by a depository institution to an executive
officer, director, principal stockholder or related interest, and reduces
deposit insurance coverage for deposits offered by undercapitalized institutions
for deposits by certain employee benefits accounts.
5
Section 39 to the Federal Deposit Insurance Act requires the agencies to
establish safety and soundness standards for insured financial institutions
covering:
o internal controls, information systems and internal audit systems;
o loan documentation;
o credit underwriting;
o interest rate exposure;
o asset growth;
o compensation, fees and benefits;
o asset quality, earnings and stock valuation; and
o excessive compensation for executive officers, directors or
principal shareholders which could lead to material financial loss.
If an agency determines that an institution fails to meet any standard
established by the guidelines, the agency may require the financial institution
to submit to the agency an acceptable plan to achieve compliance with the
standard. If the agency requires submission of a compliance plan and the
institution fails to timely submit an acceptable plan or to implement an
accepted plan, the agency must require the institution to correct the
deficiency. An institution must file a compliance plan within 30 days of a
request to do so from the institution's primary federal regulatory agency. The
agencies may elect to initiate enforcement action in certain cases rather than
rely on an existing plan particularly where failure to meet one or more of the
standards could threaten the safe and sound operation of the institution.
Restrictions on Dividends and Distributions
A California corporation such as TriCo may make a distribution to its
shareholders if the corporation's retained earnings equal at least the amount of
the proposed distribution. In the event sufficient retained earnings are not
available for the proposed distribution, a California corporation may
nevertheless make a distribution to its shareholders if, after giving effect to
the distribution, the corporation's assets equal at least 125 percent of its
liabilities and certain other conditions are met. Since the 125 percent ratio is
equivalent to a minimum capital ratio of 20 percent, most bank holding companies
are unable to meet this last test and so must have sufficient retained earnings
to fund a proposed distribution.
The primary source of funds for payment of dividends by TriCo to its
shareholders will be the receipt of dividends and management fees from the Bank.
TriCo's ability to receive dividends from the Bank will be limited by applicable
state and federal law. Under Section 642 of the California Financial Code, funds
available for cash dividend payments by a bank are restricted to the lesser of:
(i) retained earnings; or (ii) the Bank's net income for its last three fiscal
years (less any distributions to shareholders made during such period). However,
under Section 643 of the California Financial Code, with the prior approval of
the Commissioner, a bank may pay cash dividends in an amount not to exceed the
greater of the: (1) retained earnings of the bank; (2) net income of the bank
for its last fiscal year; or (3) net income of the bank for its current fiscal
year. However, if the state finds that the shareholders' equity of the bank is
not adequate or that the payment of a dividend would be unsafe or unsound, the
Commissioner may order such bank not to pay a dividend to shareholders.
Additionally, under the Federal Deposit Insurance Corporation Improvement Act of
1991 ("FDICIA"), a bank may not make any capital distribution, including the
payment of dividends, if after making such distribution the bank would be in any
of the "undercapitalized" categories under the FDIC's Prompt Corrective Action
regulations. A bank is undercapitalized for this purpose if its leverage ratios,
Tier 1 risk-based capital level and total risk-based capital ratio are not at
least four percent, four percent and eight percent, respectively.
The FRB, FDIC and the DFI have authority to prohibit a bank holding company or a
bank from engaging in practices which are considered to be unsafe and unsound.
Depending on the financial condition of the Bank and upon other factors, the
FRB, FDIC or the DFI could determine that payment of dividends or other payments
by TriCo or the Bank might constitute an unsafe or unsound practice. Finally,
any dividend that would cause a bank to fall below required capital levels could
also be prohibited.
6
Source of Strength Doctrine
FRB policy requires a bank holding company to serve as a source of financial and
managerial strength to its subsidiary banks and does not permit a bank holding
company to conduct its operations in an unsafe or unsound manner. Under this
"source of strength doctrine," a bank holding company is expected to stand ready
to use its available resources to provide adequate capital funds to its
subsidiary banks during periods of financial stress or adversity, and to
maintain resources and the capacity to raise capital that it can commit to its
subsidiary banks. Any capital loans by a bank holding company to any of its
subsidiary banks are subordinate in right of payment of deposits and to certain
other indebtedness of such subsidiary banks. The BHC Act provides that, in the
event of a bank holding company's bankruptcy, any commitment by the bank holding
company to a federal bank regulatory agency to maintain the capital of a
subsidiary bank will be assumed by the bankruptcy trustee and entitled to
priority of payment. Furthermore, the FRB has the right to order a bank holding
company to terminate any activity that the FRB believes is a serious risk to the
financial safety, soundness or stability of any subsidiary bank.
Consumer Protection Laws and Regulations
The Company is subject to many federal consumer protection statues and
regulations, some of which are discussed below.
The Community Reinvestment Act of 1977 is intended to encourage insured
depository institutions, while operating safely and soundly, to help meet the
credit needs of their communities. This act specifically directs the federal
regulatory agencies to assess a bank's record of helping meet the credit needs
of its entire community, including low- and moderate-income neighborhoods,
consistent with safe and sound practices. This act further requires the agencies
to take a financial institution's record of meeting its community credit needs
into account when evaluating applications for, among other things, domestic
branches, mergers or acquisitions, or holding company formations. The agencies
use the Community Reinvestment Act assessment factors in order to provide a
rating to the financial institution. The ratings range from a high of
"outstanding" to a low of "substantial noncompliance."
The Equal Credit Opportunity Act generally prohibits discrimination in any
credit transaction, whether for consumer or business purposes, on the basis of
race, color, religion, national origin, sex, marital status, age (except in
limited circumstances), receipt of income from public assistance programs, or
good faith exercise of any rights under the Consumer Credit Protection Act. The
Truth-in-Lending Act is designed to ensure that credit terms are disclosed in a
meaningful way so that consumers may compare credit terms more readily and
knowledgeably.
The Fair Housing Act regulates many practices, including making it unlawful for
any lender to discriminate in its housing-related lending activities against any
person because of race, color, religion, national origin, sex, handicap or
familial status. The Home Mortgage Disclosure Act grew out of public concern
over credit shortages in certain urban neighborhoods and provides public
information that will help show whether financial institutions are serving the
housing credit needs of the neighborhoods and communities in which they are
located. This act also includes a "fair lending" aspect that requires the
collection and disclosure of data about applicant and borrower characteristics
as a way of identifying possible discriminatory lending patterns and enforcing
anti-discrimination statutes.
The Real Estate Settlement Procedures Act requires lenders to provide borrowers
with disclosures regarding the nature and cost of real estate settlements. Also,
this act prohibits certain abusive practices, such as kickbacks, and places
limitations on the amount of escrow accounts.
Penalties under the above laws may include fines, reimbursements, injunctive
relief and other penalties.
7
USA Patriot Act of 2001
The USA Patriot Act was enacted in 2001 to combat money laundering and terrorist
financing. The impact of the Patriot Act on financial institutions is
significant and wide ranging. The Patriot Act contains sweeping anti-money
laundering and financial transparency laws and requires various regulations,
including:
o due diligence requirements for financial institutions that administer,
maintain, or manage private bank accounts or correspondent accounts
for non-U.S. persons,
o standards for verifying customer identification at account opening,
o rules to promote cooperation among financial institutions, regulators,
and law enforcement entities to assist in the identification of
parties that may be involved in terrorism or money laundering,
o reports to be filed by non-financial trades and business with the
Treasury Department's Financial Crimes Enforcement Network for
transactions exceeding $10,000, and
o the filing of suspicious activities reports by securities brokers and
dealers if they believe a customer may be violating U.S. laws and
regulations.
Capital Requirements
Federal regulation imposes upon all financial institutions a variable system of
risk-based capital guidelines designed to make capital requirements sensitive to
differences in risk profiles among banking organizations, to take into account
off-balance sheet exposures and to promote uniformity in the definition of bank
capital uniform nationally.
The Bank and the Company are subject to the minimum capital requirements of the
FDIC and the FRB, respectively. As a result of these requirements, the growth in
assets is limited by the amount of its capital as defined by the respective
regulatory agency. Capital requirements may have an effect on profitability and
the payment of dividends on the common stock of the Bank and the Company. If an
entity is unable to increase its assets without violating the minimum capital
requirements or is forced to reduce assets, its ability to generate earnings
would be reduced.
The FRB and the FDIC have adopted guidelines utilizing a risk-based capital
structure. Qualifying capital is divided into two tiers. Tier 1 capital consists
generally of common stockholders' equity, qualifying noncumulative perpetual
preferred stock, qualifying cumulative perpetual preferred stock (up to 25% of
total Tier 1 capital) and minority interests in the equity accounts of
consolidated subsidiaries, less goodwill and certain other intangible assets.
Tier 2 capital consists of, among other things, allowance for loan and lease
losses up to 1.25% of weighted risk assets, other perpetual preferred stock,
hybrid capital instruments, perpetual debt, mandatory convertible debt
securities, subordinated debt and intermediate-term preferred stock. Tier 2
capital qualifies as part of total capital up to a maximum of 100% of Tier 1
capital. Amounts in excess of these limits may be issued but are not included in
the calculation of risk-based capital ratios. Under these risk-based capital
guidelines, the Bank and the Company are required to maintain capital equal to
at least 8% of its assets, of which at least 4% must be in the form of Tier 1
capital.
The guidelines also require the Company and the Bank to maintain a minimum
leverage ratio of 4% of Tier 1 capital to total assets (the "leverage ratio").
The leverage ratio is determined by dividing an institution's Tier 1 capital by
its quarterly average total assets, less goodwill and certain other intangible
assets. The leverage ratio constitutes a minimum requirement for the most
well-run banking organizations. See Note 19 in the financial statements at Item
8 of this report for a discussion about the Company's risk-based capital and
leverage ratios.
Prompt Corrective Action
Prompt Corrective Action Regulations of the federal bank regulatory agencies
establish five capital categories in descending order (well capitalized,
adequately capitalized, undercapitalized, significantly undercapitalized and
critically undercapitalized), assignment to which depends upon the institution's
total risk-based capital ratio, Tier 1 risk-based capital ratio, and leverage
ratio. Institutions classified in one of the three undercapitalized categories
are subject to certain mandatory and discretionary supervisory actions, which
include increased monitoring and review, implementation of capital restoration
plans, asset growth restrictions, limitations upon expansion and new business
activities, requirements to augment capital, restrictions upon deposit gathering
and interest rates, replacement of senior executive officers and directors, and
requiring divestiture or sale of the institution. The Bank has been classified
as well-capitalized since adoption of these regulations.
8
Impact of Monetary Policies
Banking is a business that depends on interest rate differentials. In general,
the difference between the interest paid by a bank on its deposits and other
borrowings, and the interest rate earned by banks on loans, securities and other
interest-earning assets comprises the major source of banks' earnings. Thus, the
earnings and growth of banks are subject to the influence of economic conditions
generally, both domestic and foreign, and also to the monetary and fiscal
policies of the United States and its agencies, particularly the FRB. The FRB
implements national monetary policy, such as seeking to curb inflation and
combat recession, by its open-market dealings in United States government
securities, by adjusting the required level of reserves for financial
institutions subject to reserve requirements and through adjustments to the
discount rate applicable to borrowings by banks which are members of the FRB.
The actions of the FRB in these areas influence the growth of bank loans,
investments and deposits and also affect interest rates. The nature and timing
of any future changes in such policies and their impact on the Company cannot be
predicted. In addition, adverse economic conditions could make a higher
provision for loan losses a prudent course and could cause higher loan loss
charge-offs, thus adversely affecting the Company's net earnings.
Premiums for Deposit Insurance
The FDIC has authority to impose a special assessment on members of the Deposit
Insurance Fund (the "DIF") to insure that there will be sufficient assessment
income for repayment of DIF obligations and for any other purpose which it deems
necessary. The FDIC is authorized to set semi-annual assessment rates for
members at levels sufficient to maintain the DIF's reserve ratio to a designated
level of 1.15% of insured deposits.
Under FDICIA, the FDIC has developed a risk-based assessment system, which
provides that the assessment rate for an insured depository institution will
vary according to the level of risk incurred in its activities. An institution's
risk category is based upon whether the institution is well capitalized,
adequately capitalized or less than adequately capitalized. Each insured
depository institution is also to be assigned to one of three "supervisory
subgroups": Subgroup A institutions are financially sound institutions with a
few minor weaknesses; Subgroup B institutions are institutions that demonstrate
weaknesses which, if not corrected, could result in significant deterioration;
and Subgroup C institutions are institutions for which there is a substantial
probability that the FDIC will suffer a loss in connection with the institution
unless effective action is taken to correct the areas of weakness. The FDIC
assigns each member institution an annual FDIC assessment rate on insured
deposits.
Effective January 1, 2009, banks pay from 12 basis points to 50 basis points on
deposits annually for deposit insurance. The FDIC has proposed changes to the
deposit insurance assessment system beginning with the second quarter of 2009 to
make the increase in assessments fairer by requiring riskier institutions to pay
a larger share. Together, the changes would improve the way the system
differentiates risk among insured institutions and help ensure that the reserve
ratio returns to at least 1.15 percent by the end of 2013. Proposed changes to
the assessment system include assessing higher rates to institutions with a
significant reliance on secured liabilities, which generally raises the FDIC's
loss in the event of failure without providing additional assessment revenue.
The proposal also would assess higher rates for institutions with a significant
reliance on brokered deposits but, for well-managed and well-capitalized
institutions, only when accompanied by rapid asset growth. The proposal also
would provide incentives in the form of a reduction in assessment rates for
institutions to hold long-term unsecured debt and, for smaller institutions,
high levels of Tier 1 capital.
9
Securities Laws
The Company is subject to the periodic reporting requirements of the Securities
and Exchange Act of 1934, as amended, which include filing annual, quarterly and
other current reports with the Securities and Exchange Commission. The
Sarbanes-Oxley Act was enacted in 2002 to protect investors by improving the
accuracy and reliability of corporate disclosures made pursuant to securities
laws. Among other things, this act:
o prohibits a registered public accounting firm from performing
specified nonaudit services contemporaneously with a mandatory audit,
o requires the chief executive officer and chief financial officer of an
issuer to certify each annual or quarterly report filed with the
Securities and Exchange Commission,
o requires an issuer to disclose all material off-balance sheet
transactions that may have a material effect on an issuer's financial
status, and
o prohibits insider transactions in an issuer's stock during lock-out
periods of an issuer's pension plans.
The Company is also required to comply with the rules and regulations of The
NASDAQ Stock Market, Inc., on which its common stock is listed.
10
Emergency Economic Stabilization Act
On October 3, 2008, Congress adopted the Emergency Economic Stabilization Act
("EESA"), including a Troubled Asset Relief Program ("TARP"). TARP gave the
United States Treasury Department ("Treasury") authority to deploy up to $700
billion into the financial system for the purpose of improving liquidity in
capital markets. On October 14, 2008, Treasury announced plans to direct $250
billion of this authority into preferred stock investments in banks and bank
holding companies through a Capital Purchase Program. The general terms of this
Capital Purchase Program for publicly held companies are as follows:
o Treasury's investment must be between 1% and 3% of the issuer's
risk-weighted assets;
o Treasury's preferred stock earns 5% dividends for the first five years
and 9% dividends thereafter; dividends on preferred stock issued by
holding companies are cumulative; dividends on preferred stock issued
by banks without holding companies are noncumulative;
o No increase in common stock dividends for three years while Treasury
is an investor;
o No redemption of Treasury preferred stock for three years except from
new high-quality private capital;
o Treasury's consent is required for stock repurchases;
o Treasury receives warrants for common stock equal to 15% of Treasury's
investment, with an exercise price based on the common stock's market
price;
o Participating bank executives must agree to certain compensation
restrictions and executive compensation above $500,000 may not be
claimed as a tax deduction;
o If an issuer fails to pay dividends on Treasury preferred stock for
six quarters, whether or not consecutive, Treasury is entitled to
appoint two persons to the issuer's board of directors.
The terms of Capital Purchase Program have potential advantages and
disadvantages. The Board of Directors of the Company determined that it had
adequate capital and that the Capital Purchase Program would not be in the
Company's best interests and therefore elected not to seek any capital
investment from the Treasury.
On November 21, 2008, the Board of Directors of the Federal Deposit Insurance
Corporation ("FDIC") adopted a final rule relating to the Temporary Liquidity
Guarantee Program ("TLG Program"). The TLG Program was announced by the FDIC on
October 14, 2008, preceded by the determination of systemic risk by the
Secretary of the Department of Treasury (after consultation with the President),
as an initiative to counter the system-wide crisis in the nation's financial
sector. Under the TLG Program the FDIC will (i) guarantee, through the earlier
of maturity or June 30, 2012, certain newly issued senior unsecured debt issued
by participating institutions on or after October 14, 2008, and before June 30,
2009 and (ii) provide full FDIC deposit insurance coverage for non-interest
bearing transaction deposit accounts, Negotiable Order of Withdrawal ("NOW")
accounts paying less than 0.5% interest per annum and Interest on Lawyers Trust
Accounts ("IOLTA") accounts held at participating FDIC- insured institutions
through December 31, 2009. Coverage under the TLG Program was available for the
first 30 days without charge. The fee assessment for coverage of senior
unsecured debt ranges from 50 basis points to 100 basis points per annum,
depending on the initial maturity of the debt. The fee assessment for deposit
insurance coverage is 10 basis points per quarter on amounts in covered accounts
exceeding $250,000. On December 5, 2008, the Company elected to participate in
both guarantee programs. As of December 31, 2008, the Company issued no debt
under the TLG Program.
11
ITEM 1A. RISK FACTORS
In analyzing whether to make or continue an investment in the Company, investors
should consider, among other factors, the following:
Risks Related to the Nature and Geographic Area of Our Business
The economic downturn in the United States and in California in particular could
hurt our profits.
The economies of the United States and California are in a recession. Business
activity across a wide range of industries and regions is greatly reduced and
local governments and many businesses are in serious difficulty due to the lack
of consumer spending, declines in the value of real estate and the lack of
liquidity in the credit markets. Unemployment has increased significantly.
Since mid-2007, and particularly during the second half of 2008, the financial
services industry and the securities markets generally were materially and
adversely affected by significant declines in the values of nearly all asset
classes and by a serious lack of liquidity. This was initially triggered by
declines in home prices and the values of subprime mortgages, but spread to all
mortgage and real estate asset classes, to leveraged bank loans and to nearly
all asset classes, including equities. The global markets have been
characterized by substantially increased volatility and short-selling and an
overall loss of investor confidence, initially in financial institutions, but
more recently in companies in a number of other industries and in the broader
markets.
Overall, during 2008 and the first quarter of 2009, the business environment has
been adverse for many households and businesses in California and the United
States. There can be no assurance that these conditions will improve in the near
term. Such conditions could adversely affect the credit quality of the
Corporation's loans, results of operations and financial condition.
Our business may be adversely affected by business conditions in Northern and
Central California.
We conduct most of our business in Northern and Central California. As a result
of this geographic concentration, our results are impacted by the difficult
economic conditions in California. The current and on-going deterioration in the
economic conditions in California could result in the following consequences,
any of which could have a material adverse effect on our business, financial
condition, results of operations and cash flows:
o problem assets and foreclosures may increase,
o demand for our products and services may decline,
o low cost or non-interest bearing deposits may decrease, and
o collateral for loans made by us, especially real estate, may decline
in value, in turn reducing customers' borrowing power, and reducing
the value of assets and collateral associated with our existing loans.
In view of the concentration of our operations and the collateral securing our
loan portfolio in both northern and central California, we may be particularly
susceptible to the adverse effects of any of these consequences, any of which
could have a material adverse effect on our business, financial condition,
results of operations and cash flows.
We are exposed to risks in connection with the loans we make.
A significant source of risk for us arises from the possibility that losses will
be sustained because borrowers, guarantors and related parties may fail to
perform in accordance with the terms of their loans. Our earnings are
significantly affected by our ability to properly originate, underwrite and
service loans. We have underwriting and credit monitoring procedures and credit
policies, including the establishment and review of the allowance for loan
losses, that we believe to be appropriate to minimize this risk by assessing the
likelihood of nonperformance, tracking loan performance and diversifying our
respective loan portfolios. Such policies and procedures, however, may not
prevent unexpected losses that could adversely affect our results of operations.
We could sustain losses if we incorrectly assess the creditworthiness of our
borrowers or fail to detect or respond to deterioration in asset quality in a
timely manner.
12
Our allowance for loan losses may not be adequate to cover actual losses.
Like all financial institutions, we maintain an allowance for loan losses to
provide for loan defaults and non-performance. Our allowance for loan losses may
not be adequate to cover actual loan losses, and future provisions for loan
losses could materially and adversely affect our business, financial condition,
results of operations and cash flows. The allowance for loan losses reflects our
estimate of the probable losses in our loan portfolio at the relevant balance
sheet date. Our allowance for loan losses is based on prior experience, as well
as an evaluation of the known risks in the current portfolio, composition and
growth of the loan portfolio and economic factors. The determination of an
appropriate level of loan loss allowance is an inherently difficult process and
is based on numerous assumptions. The amount of future losses is susceptible to
changes in economic, operating and other conditions, including changes in
interest rates, that may be beyond our control and these losses may exceed
current estimates. Federal and state regulatory agencies, as an integral part of
their examination process, review our loans and allowance for loan losses. While
we believe that our allowance for loan losses is adequate to cover current
losses, we cannot assure you that we will not increase the allowance for loan
losses further or that the allowance will be adequate to absorb loan losses we
actually incur. Either of these occurrences could have a material adverse affect
on our business, financial condition and results of operations.
The types of loans in our portfolio have a higher degree of credit risk, and the
downturn in our real estate markets could hurt our business.
We generally invest a greater proportion of our assets in loans secured by
commercial real estate, commercial loans and consumer loans than savings
institutions that invest a greater proportion of their assets in loans secured
by single-family residences. Commercial real estate loans and commercial loans
generally involve a higher degree of credit risk than residential mortgage
lending due primarily to the large amounts loaned to individual borrowers.
Losses incurred on loans to a small number of borrowers could have a material
adverse impact on our income and financial condition. In addition, unlike
residential mortgage loans, commercial and commercial real estate loans depend
on the cash flow from the property or the business to service the debt. Cash
flow may be significantly affected by general economic conditions. Consumer
lending is riskier than residential mortgage lending because consumer loans are
either unsecured or secured by assets that depreciate in value. See Item 7 -
Loans of this report for information as to the percentage of loans invested in
commercial real estate, commercial and consumer loans.
In addition, the downturn in our real estate markets could hurt our business
because many of our loans are secured by real estate. Real estate values and
real estate markets are generally affected by changes in national, regional or
local economic conditions, fluctuations in interest rates and the availability
of loans to potential purchasers, changes in tax laws and other governmental
statutes, regulations and policies and acts of nature. As real estate prices
decline, the value of real estate collateral securing our loans is reduced. As a
result, our ability to recover on defaulted loans by foreclosing and selling the
real estate collateral could then be diminished and we would be more likely to
suffer losses on defaulted loans. As of December 31, 2008, approximately 82.2%
of the book value of our loan portfolio consisted of loans collateralized by
various types of real estate. Substantially all of our real estate collateral is
located in California. So if there is a significant further decline in real
estate values in California, the collateral for our loans will provide less
security. Real estate values could also be affected by, among other things,
earthquakes and national disasters particular to California in particular. Any
such downturn could have a material adverse effect on our business, financial
condition, results of operations and cash flows.
We depend on key personnel and the loss of one or more of those key personnel
may materially and adversely affect our prospects.
Competition for qualified employees and personnel in the banking industry is
intense and there are a limited number of qualified persons with knowledge of,
and experience in, the California community banking industry. The process of
recruiting personnel with the combination of skills and attributes required to
carry out our strategies is often lengthy. Our success depends to a significant
degree upon our ability to attract and retain qualified management, loan
origination, finance, administrative, marketing and technical personnel and upon
the continued contributions of our management and personnel. In particular, our
success has been and continues to be highly dependent upon the abilities of our
senior management team of Messrs. Smith, O'Sullivan, Bailey, Reddish, Carney,
Miller and Rios, who have expertise in banking and experience in the California
markets we serve and have targeted for future expansion. We also depend upon a
number of other key executives who are California natives or are long-time
residents and who are integral to implementing our business plan. The loss of
the services of any one of our senior executive management team or other key
executives could have a material adverse effect on our business, financial
condition, results of operations and cash flows.
13
We are exposed to risk of environmental liabilities with respect to properties
to which we take title.
In the course of our business, we may foreclose and take title to real estate
and could be subject to environmental liabilities with respect to these
properties. We may be held liable to a governmental entity or to third parties
for property damage, personal injury, investigation and clean-up costs incurred
by these parties in connection with environmental contamination, or may be
required to investigate or clean-up hazardous or toxic substances, or chemical
releases at a property. The costs associated with investigation or remediation
activities could be substantial. In addition, if we are the owner or former
owner of a contaminated site, we may be subject to common law claims by third
parties based on damages and costs resulting from environmental contamination
emanating from the property. If we become subject to significant environmental
liabilities, our business, financial condition, results of operations and cash
flows could be materially adversely affected.
Strong competition in California could hurt our profits.
Competition in the banking and financial services industry is intense. Our
profitability depends upon our continued ability to successfully compete. We
compete exclusively in northern and central California for loans, deposits and
customers with commercial banks, savings and loan associations, credit unions,
finance companies, mutual funds, insurance companies, and brokerage and
investment banking firms. In particular, our competitors include several major
financial companies whose greater resources may afford them a marketplace
advantage by enabling them to maintain numerous locations and mount extensive
promotional and advertising campaigns. Additionally, banks and other financial
institutions with larger capitalization and financial intermediaries not subject
to bank regulatory restrictions may have larger lending limits which would allow
them to serve the credit needs of larger customers. Areas of competition include
interest rates for loans and deposits, efforts to obtain loan and deposit
customers and a range in quality of products and services provided, including
new technology-driven products and services. Technological innovation continues
to contribute to greater competition in domestic and international financial
services markets as technological advances enable more companies to provide
financial services. We also face competition from out-of-state financial
intermediaries that have opened loan production offices or that solicit deposits
in our market areas. If we are unable to attract and retain banking customers,
we may be unable to continue our loan growth and level of deposits and our
business, financial condition, results of operations and cash flows may be
adversely affected.
Our recent results may not be indicative of our future results.
We may not be able to sustain our historical rate of growth and level of
profitability or may not even be able to grow our business or continue to be
profitable at all. Various factors, such as economic conditions, regulatory and
legislative considerations and competition, may also impede or prohibit our
ability to expand our market presence and financial performance. If we
experience a significant decrease in our historical rate of growth, our results
of operations and financial condition may be adversely affected due to a high
percentage of our operating costs being fixed expenses.
We may be adversely affected by the soundness of other financial institutions.
Financial services institutions are interrelated as a result of clearing,
counterparty, or other relationships. We have exposure to many different
industries and counterparties, and routinely executes transactions with
counterparties in the financial services industry, including commercial banks,
brokers and dealers, and other institutional clients. Many of these transactions
expose us to credit risk in the event of a default by a counterparty or client.
In addition, our credit risk may be exacerbated when the collateral that we hold
cannot be realized upon or is liquidated at prices not sufficient to recover the
full amount of the credit or derivative exposure due to us. Any such losses
could have a material adverse affect on our financial condition and results of
operations.
14
Market and Interest Rate Risk
Current levels of market volatility are unprecedented.
The capital and credit markets have been experiencing extreme volatility and
disruption for more than 12 months. In some cases, the markets have exerted
downward pressure on stock prices, security prices and credit capacity for
certain issuers without regard to those issuers' underlying financial strength.
If the current levels of market disruption and volatility continue or worsen,
there can be no assurance that we will not experience adverse effects, which may
be material, on our ability to access capital and on our results of operations
and which may affect the trading price of our common stock.
Decreasing interest rates could hurt our profits.
Our ability to earn a profit, like that of most financial institutions, depends
on our net interest income, which is the difference between the interest income
we earn on our interest-earning assets, such as mortgage loans and investments,
and the interest expense we pay on our interest-bearing liabilities, such as
deposits. Our profitability depends on our ability to manage our assets and
liabilities during periods of changing market interest rates. Recently, the
Federal Reserve Board has lowered the targeted federal funds rate to record
levels. A sustained decrease in market interest rates could adversely affect our
earnings. When interest rates decline, borrowers tend to refinance higher-rate,
fixed-rate loans at lower rates. Under those circumstances, we would not be able
to reinvest those prepayments in assets earning interest rates as high as the
rates on the prepaid loans on investment securities. In addition, our commercial
real estate and commercial loans, which carry interest rates that adjust in
accordance with changes in the prime rate, will adjust to lower rates.
Our business is subject to interest rate risk and variations in interest rates
may negatively affect our financial performance.
Because of the differences in the maturities and repricing characteristics of
our interest-earning assets and interest-bearing liabilities, changes in
interest rates do not produce equivalent changes in interest income earned on
interest-earning assets and interest paid on interest-bearing liabilities.
Accordingly, fluctuations in interest rates could adversely affect our interest
rate spread and, in turn, our profitability. In addition, loan origination
volumes are affected by market interest rates. Rising interest rates, generally,
are associated with a lower volume of loan originations while lower interest
rates are usually associated with higher loan originations. Conversely, in
rising interest rate environments, loan repayment rates may decline and in
falling interest rate environments, loan repayment rates may increase. Although
we have been successful in generating new loans during 2008, the continuation of
historically low long-term interest rate levels may cause additional refinancing
of commercial real estate and 1-4 family residence loans, which may depress our
loan volumes or cause rates on loans to decline. In addition, an increase in the
general level of short-term interest rates on variable rate loans may adversely
affect the ability of certain borrowers to pay the interest on and principal of
their obligations or reduce the amount they wish to borrow. Additionally, if
short-term market rates rise, in order to retain existing deposit customers and
attract new deposit customers we may need to increase rates we pay on deposit
accounts. Accordingly, changes in levels of market interest rates could
materially and adversely affect our net interest spread, asset quality, loan
origination volume, business, financial condition, results of operations and
cash flows.
Regulatory Risks
We operate in a highly regulated environment and we may be adversely affected by
changes in laws and regulations. Regulations may prevent or impair our ability
to pay dividends, engage in acquisitions or operate in other ways.
We are subject to extensive regulation, supervision and examination by the
California Department of Financial Institutions, or the DFI, the Federal Deposit
Insurance Corporation, and the Board of Governors of the Federal Reserve System.
See Item 1 - Regulation and Supervision of this report for information on the
regulation and supervision which governs our activities. Regulatory authorities
have extensive discretion in their supervisory and enforcement activities,
including the imposition of restrictions on our operations, the classification
of our assets and determination of the level of our allowance for loan losses.
Banking regulations, designed primarily for the protection of depositors, may
limit our growth and the return to you, our investors, by restricting certain of
our activities, such as:
15
o the payment of dividends to its shareholders,
o possible mergers with or acquisitions of or by other institutions,
o desired investments,
o loans and interest rates on loans,
o interest rates paid on deposits,
o the possible expansion of branch offices, and
o the ability to provide securities or trust services.
We also are subject to capitalization guidelines set forth in federal
legislation and could be subject to enforcement actions to the extent that we
are found by regulatory examiners to be undercapitalized. We cannot predict what
changes, if any, will be made to existing federal and state legislation and
regulations or the effect that such changes may have on our future business and
earnings prospects. Any change in such regulation and oversight, whether in the
form of regulatory policy, regulations, legislation or supervisory action, may
have a material impact on our operations.
Compliance with changing regulation of corporate governance and public
disclosure may result in additional risks and expenses.
Changing laws, regulations and standards relating to corporate governance and
public disclosure, including the Sarbanes-Oxley Act of 2002 and new Securities
and Exchange Commission regulations, are creating additional expense for
publicly-traded companies such as TriCo. The application of these laws,
regulations and standard may evolve over time as new guidance is provided by
regulatory and governing bodies, which could result in continuing uncertainty
regarding compliance matters and higher costs necessitated by ongoing revisions
to disclosure and governance practices. We are committed to maintaining high
standards of corporate governance and public disclosure. As a result, our
efforts to comply with evolving laws, regulations and standards have resulted
in, and are likely to continue to result in, increased expenses and a diversion
of management time and attention. In particular, our efforts to comply with
Section 404 of the Sarbanes-Oxley Act of 2002 and the related regulations
regarding management's required assessment of its internal control over
financial reporting and its external auditors' audit of that assessment has
required the commitment of significant financial and managerial resources. We
expect these efforts to require the continued commitment of significant
resources. Further, the members of our board of directors, members of our audit
or compensation and management succession committees, our chief executive
officer, our chief financial officer and certain other executive officers could
face an increased risk of personal liability in connection with the performance
of their duties. It may also become more difficult and more expensive to obtain
director and officer liability insurance. As a result, our ability to attract
and retain executive officers and qualified board and committee members could be
more difficult.
TriCo and the Bank could be aversely affected by new regulations.
Federal and state governments and regulators could pass legislation and adopt
policies responsive to current credit conditions that would have an adverse
affect on the Company and its financial performance. For example, the Company
could experience higher credit losses because of federal or state legislation or
regulatory action that limits the Bank's ability to foreclose on property or
other collateral or makes foreclosure less economically feasible.
The FDIC insures deposits at FDIC insured financial institutions up to certain
limits. The FDIC charges insured financial institutions premiums to maintain the
Deposit Insurance Fund. Due to recent bank failures, the FDIC insurance fund
reserve ratio has fallen below statutory minimums. The FDIC has developed a
proposed restoration plan that will uniformly increase insurance assessments by
7 basis points (annualized) and also proposes changes to the deposit insurance
assessment system requiring riskier institutions to pay a larger share. If the
FDIC adopts this or a similar plan, the Bank could be required to pay higher
premiums for deposit insurance.
16
Risks Related to Growth and Expansion
If we cannot attract deposits, our growth may be inhibited.
We plan to increase the level of our assets, including our loan portfolio. Our
ability to increase our assets depends in large part on our ability to attract
additional deposits at favorable rates. We intend to seek additional deposits by
offering deposit products that are competitive with those offered by other
financial institutions in our markets and by establishing personal relationships
with our customers. We cannot assure you that these efforts will be successful.
Our inability to attract additional deposits at competitive rates could have a
material adverse effect on our business, financial condition, results of
operations and cash flows.
There are potential risks associated with future acquisitions and expansions.
We intend to continue to explore expanding our branch system through opening new
bank branches and in-store branches in existing or new markets in northern and
central California. In the ordinary course of business, we evaluate potential
branch locations that would bolster our ability to cater to the small business,
individual and residential lending markets in California. Any given new branch,
if and when opened, will have expenses in excess of revenues for varying periods
after opening that may adversely affect our results of operations or overall
financial condition.
In addition, to the extent that we acquire other banks in the future, our
business may be negatively impacted by certain risks inherent with such
acquisitions. These risks include:
o incurring substantial expenses in pursuing potential acquisitions
without completing such acquisitions,
o losing key clients as a result of the change of ownership,
o the acquired business not performing in accordance with our
expectations,
o difficulties arising in connection with the integration of the
operations of the acquired business with our operations,
o needing to make significant investments and infrastructure, controls,
staff, emergency backup facilities or other critical business
functions that become strained by our growth,
o management needing to divert attention from other aspects of our
business,
o potentially losing key employees of the acquired business,
o incurring unanticipated costs which could reduce our earnings per
share,
o assuming potential liabilities of the acquired company as a result of
the acquisition, and
o an acquisition may dilute our earnings per share, in both the short
and long term, or it may reduce our tangible capital ratios.
As result of these risks, any given acquisition, if and when consummated, may
adversely affect our results of operations or financial condition. In addition,
because the consideration for an acquisition may involve cash, debt or the
issuance of shares of our stock and may involve the payment of a premium over
book and market values, existing shareholders may experience dilution in
connection with any acquisition.
Our growth and expansion may strain our ability to manage our operations and our
financial resources.
Our financial performance and profitability depend on our ability to execute our
corporate growth strategy. In addition to seeking deposit and loan and lease
growth in our existing markets, we may pursue expansion opportunities in new
markets. Continued growth, however, may present operating and other problems
that could adversely affect our business, financial condition, results of
operations and cash flows. Accordingly, there can be no assurance that we will
be able to execute our growth strategy or maintain the level of profitability
that we have recently experienced.
Our growth may place a strain on our administrative, operational and financial
resources and increase demands on our systems and controls. This business growth
may require continued enhancements to and expansion of our operating and
financial systems and controls and may strain or significantly challenge them.
In addition, our existing operating and financial control systems and
infrastructure may not be adequate to maintain and effectively monitor future
growth. Our continued growth may also increase our need for qualified personnel.
We cannot assure you that we will be successful in attracting, integrating and
retaining such personnel.
17
Risks Relating to Dividends and Our Common Stock
Our future ability to pay dividends is subject to restrictions.
Since we are a holding company with no significant assets other than the Bank,
we currently depend upon dividends from the Bank for a substantial portion of
our revenues. Our ability to continue to pay dividends in the future will
continue to depend in large part upon our receipt of dividends or other capital
distributions from the Bank. The ability of the Bank to pay dividends or make
other capital distributions to us is subject to the restrictions in the
California Financial Code and the regulatory authority of the DFI. As of
December 31, 2008, the Bank could have paid approximately $40.3 million in
dividends without the prior approval of the DFI. The amount that the Bank may
pay in dividends is further restricted due to the fact that the Bank must
maintain a certain minimum amount of capital to be considered a "well
capitalized" institution as further described under Item 1 - Capital
Requirements in this report.
From time to time, we may become a party to financing agreements or other
contractual arrangements that have the effect of limiting or prohibiting us or
the Bank from declaring or paying dividends. Our holding company expenses and
obligations with respect to our trust preferred securities and corresponding
junior subordinated deferrable interest debentures issued by us may limit or
impair our ability to declare or pay dividends. Finally, our ability to pay
dividends is also subject to the restrictions of the California Corporations
Code.
Only a limited trading market exists for our common stock, which could lead to
price volatility.
Our common stock is quoted on the NASDAQ Global Select Market and trading
volumes have been modest. The limited trading market for our common stock may
cause fluctuations in the market value of our common stock to be exaggerated,
leading to price volatility in excess of that which would occur in a more active
trading market of our common stock. In addition, even if a more active market in
our common stock develops, we cannot assure you that such a market will continue
or that shareholders will be able to sell their shares.
Anti-takeover provisions and federal law may limit the ability of another party
to acquire us, which could cause our stock price to decline.
Various provisions of our articles of incorporation and bylaws could delay or
prevent a third party from acquiring us, even if doing so might be beneficial to
our shareholders. These provisions provide for, among other things:
o specified actions that the Board of Directors shall or may take when
an offer to merge, an offer to acquire all assets or a tender offer is
received,
o a shareholder rights plan which could deter a tender offer by
requiring a potential acquiror to pay a substantial premium over the
market price of our common stock,
o advance notice requirements for proposals that can be acted upon at
shareholder meetings, and
o the authorization to issue preferred stock by action of the board of
directors acting alone, thus without obtaining shareholder approval.
The Bank Holding Company Act of 1956, as amended, and the Change in Bank Control
Act of 1978, as amended, together with federal regulations, require that,
depending on the particular circumstances, either Federal Reserve approval must
be obtained or notice must be furnished to the Federal Reserve and not
disapproved prior to any person or entity acquiring "control" of a bank holding
company such as TriCo. These provisions may prevent a merger or acquisition that
would be attractive to shareholders and could limit the price investors would be
willing to pay in the future for our common stock.
The amount of common stock owned by, and other compensation arrangements with,
our officers and directors may make it more difficult to obtain shareholder
approval of potential takeovers that they oppose.
As of March 6, 2009, directors and executive officers beneficially owned
approximately 19.11% of our common stock and our ESOP owned approximately 8.05%.
Agreements with our senior management also provide for significant payments
under certain circumstances following a change in control. These compensation
arrangements, together with the common stock and option ownership of our board
of directors and management, could make it difficult or expensive to obtain
majority support for shareholder proposals or potential acquisition proposals of
us that our directors and officers oppose.
We may issue additional common stock or other equity securities in the future
which could dilute the ownership interest of existing shareholders.
18
In order to maintain our capital at desired or regulatorily-required levels, or
to fund future growth, our board of directors may decide from time to time to
issue additional shares of common stock, or securities convertible into,
exchangeable for or representing rights to acquire shares of our common stock.
The sale of these shares may significantly dilute your ownership interest as a
shareholder. New investors in the future may also have rights, preferences and
privileges senior to our current shareholders which may adversely impact our
current shareholders.
Holders of our junior subordinated debentures have rights that are senior to
those of our common stockholders.
We have supported our continued growth through the issuance of trust preferred
securities from special purpose trusts and accompanying junior subordinated
debentures. At December 31, 2008, we had outstanding trust preferred securities
and accompanying junior subordinated debentures totaling $41,238,000. Payments
of the principal and interest on the trust preferred securities are
conditionally guaranteed by us. Further, the accompanying junior subordinated
debentures we issued to the trusts are senior to our shares of common stock. As
a result, we must make payments on the junior subordinated debentures before any
dividends can be paid on our common stock and, in the event of our bankruptcy,
dissolution or liquidation, the holders of the junior subordinated debentures
must be satisfied before any distributions can be made on our common stock.
Risks Relating to Systems, Accounting and Internal Controls
If we fail to maintain an effective system of internal and disclosure controls,
we may not be able to accurately report our financial results or prevent fraud.
As a result, current and potential shareholders could lose confidence in our
financial reporting, which would harm our business and the trading price of our
securities.
Effective internal control over financial reporting and disclosure controls and
procedures are necessary for us to provide reliable financial reports and
effectively prevent fraud and to operate successfully as a public company. If we
cannot provide reliable financial reports or prevent fraud, our reputation and
operating results would be harmed. We continually review and analyze our
internal control over financial reporting for Sarbanes-Oxley Section 404
compliance. As part of that process we may discover material weaknesses or
significant deficiencies in our internal control as defined under standards
adopted by the Public Company Accounting Oversight Board that require
remediation. Material weakness is a deficiency, or combination of deficiencies,
in internal control over financial reporting, such that there is a reasonable
possibility that a material misstatement of the company's annual or interim
financial statements will not be prevented or detected in a timely basis.
Significant deficiency is a deficiency or combination of deficiencies, in
internal control over financial reporting that is less severe than material
weakness, yet important enough to merit attention by those responsible for the
oversight of the Company's financial reporting.
As a result of weaknesses that may be identified in our internal control, we may
also identify certain deficiencies in some of our disclosure controls and
procedures that we believe require remediation. If we discover weaknesses, we
will make efforts to improve our internal and disclosure control. However, there
is no assurance that we will be successful. Any failure to maintain effective
controls or timely effect any necessary improvement of our internal and
disclosure controls could harm operating results or cause us to fail to meet our
reporting obligations, which could affect our ability to remain listed with The
NASDAQ Global Select Market. Ineffective internal and disclosure controls could
also cause investors to lose confidence in our reported financial information,
which would likely have a negative effect on the trading price of our
securities.
We rely on communications, information, operating and financial control systems
technology from third-party service providers, and we may suffer an interruption
in those systems that may result in lost business. We may not be able to obtain
substitute providers on terms that are as favorable if our relationships with
our existing service providers are interrupted.
19
We rely heavily on third-party service providers for much of our communications,
information, operating and financial control systems technology. Any failure or
interruption or breach in security of these systems could result in failures or
interruptions in our customer relationship management, general ledger, deposit,
servicing and loan origination systems. We cannot assure you that such failures
or interruptions will not occur or, if they do occur, that they will be
adequately addressed by us or the third parties on which we rely. The occurrence
of any failures or interruptions could have a material adverse effect on our
business, financial condition, results of operations and cash flows. If any of
our third-party service providers experience financial, operational or
technological difficulties, or if there is any other disruption in our
relationships with them, we may be required to locate alternative sources of
such services, and we cannot assure you that we could negotiate terms that are
as favorable to us, or could obtain services with similar functionality as found
in our existing systems without the need to expend substantial resources, if at
all. Any of these circumstances could have a material adverse effect on our
business, financial condition, results of operations and cash flows.
A failure to implement technological advances could negatively impact our
business.
The banking industry is undergoing technological changes with frequent
introductions of new technology-driven products and services. In addition to
improving customer services, the effective use of technology increases
efficiency and enables financial institutions to reduce costs. Our future
success will depend, in part, on our ability to address the needs of our
customers by using technology to provide products and services that will satisfy
customer demands for convenience as well as to create additional efficiencies in
our operations. Many of our competitors have substantially greater resources
than we do to invest in technological improvements. We may not be able to
effectively implement new technology-driven products and services or
successfully market such products and services to our customers.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
The Company is engaged in the banking business through 57 offices in 23 counties
in Northern and Central California including nine offices each in Butte,
Sacramento, and Shasta Counties, four in Stanislaus County, three each in
Placer, Siskiyou, and Sutter Counties, two in Glenn County, and one each in
Contra Costa, Del Norte, Fresno, Kern, Lake, Lassen, Madera, Mendocino, Merced,
Napa, Nevada, Tehama, Tulare, Yolo and Yuba Counties. All offices are
constructed and equipped to meet prescribed security requirements.
The Company owns 18 branch office locations and one administrative building and
leases 39 branch office locations and 3 administrative facilities. Most of the
leases contain multiple renewal options and provisions for rental increases,
principally for changes in the cost of living index, property taxes and
maintenance.
ITEM 3. LEGAL PROCEEDINGS
Neither the Company nor its subsidiaries, are party to any material pending
legal proceeding, nor is their property the subject of any material pending
legal proceeding, except routine legal proceedings arising in the ordinary
course of their business. None of these proceedings is expected to have a
material adverse impact upon the Company's business, consolidated financial
position or results of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of the shareholders during the fourth
quarter of 2008.
20
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
Common Stock Market Prices and Dividends
The Company's common stock is traded on the NASDAQ Global Select Market System
("NASDAQ") under the symbol "TCBK." The following table shows the high and the
low closing sale prices for the common stock for each quarter in the past two
years, as reported by NASDAQ:
==============================================================
2008: High Low
--------------------------------------------------------------
Fourth quarter $25.88 $15.50
Third quarter $32.77 $9.99
Second quarter $18.54 $10.95
First quarter $19.30 $15.76
2007:
Fourth quarter $23.80 $19.30
Third quarter $24.73 $19.77
Second quarter $26.29 $21.43
First quarter $27.85 $23.10
==============================================================
As of March 6, 2009 there were approximately 1,652 shareholders of record of the
Company's common stock. On March 6, 2009, the closing sales price was $11.13.
The Company has paid cash dividends on its common stock in every quarter since
March 1990, and it is currently the intention of the Board of Directors of the
Company to continue payment of cash dividends on a quarterly basis. There is no
assurance, however, that any dividends will be paid since they are dependent
upon earnings, financial condition and capital requirements of the Company and
the Bank. As of December 31, 2008, $40,325,000 was available for payment of
dividends by the Company to its shareholders, under applicable laws and
regulations. The Company paid cash dividends of $0.13 per common share in each
of the quarters ended December 31, 2008, September 30, 2008, June 30, 2008, and
March 31, 2008, and $0.13 per common share in each of the quarters ended
December 31, 2007, September 30, 2007, June 30, 2007, and March 31, 2007.
Stock Repurchase Plan
The Company adopted a stock repurchase plan on August 21, 2007 for the
repurchase of up to 500,000 shares of the Company's common stock from time to
time as market conditions allow. The 500,000 shares authorized for repurchase
under this plan represented approximately 3.2% of the Company's approximately
15,815,000 common shares outstanding as of August 21, 2007. This plan has no
stated expiration date for the repurchases. As of December 31, 2008, the Company
had purchased 166,600 shares under this plan. The following table shows the
repurchases made by the Company or any affiliated purchaser (as defined in Rule
10b-18(a)(3) under the Exchange Act) during the fourth quarter of 2008:
Period (a) Total number of (b) Average price (c) Total number of (d) Maximum number of
shares purchased paid per share shares purchased shares that may yet
as part of publicly be purchased under the
announced plans or plans or programs
programs
----------------------------------------------------------------------------------------------------------
Oct. 1-31, 2008 - - - 333,400
Nov. 1-30, 2008 - - - 333,400
Dec. 1-31, 2008 - - - 333,400
----------------------------------------------------------------------------------------------------------
Total - - - 333,400
During the quarter ended December 31, 2008 employees tendered 6,400 shares of
the Company's common stock with an average market value of $22.25 per share in
lieu of cash to exercise options as permitted by the Company's
shareholder-approved stock option plans. The tendered shares were retired. The
market value of tendered shares is the last market trade price at closing on the
day the option is exercised.
21
The following graph presents the cumulative total yearly shareholder return from
investing $100 on December 31, 2003, in each of TriCo common stock, the Russell
3000 Index, and the SNL Western Bank Index. The SNL Western Bank Index compiled
by SNL Financial includes banks located in California, Oregon, Washington,
Montana, Hawaii and Alaska with market capitalization similar to that of
TriCo's. The amounts shown assume that any dividends were reinvested.
Equity Compensation Plans
The following table shows shares reserved for issuance for outstanding options,
stock appreciation rights and warrants granted under our equity compensation
plans as of December 31, 2008. All of our equity compensation plans have been
approved by shareholders.
(a) (c) Number of securities
Number of securities (b) remaining available for
to be issued upon Weighted average issuance under equity
exercise of exercise price of compensation plans
outstanding options, outstanding options, (excluding securities
Plan category warrants and rights warrants and rights reflected in column (a)
-----------------------------------------------------------------------------------------------------
Equity compensation plans
not approved by shareholders - - -
Equity compensation plans
approved by shareholders 1,404,801 $14.77 148,140
-----------------------------------------------------------
Total 1,404,801 $14.77 148.140
22
ITEM 6. SELECTED FINANCIAL DATA
The following selected consolidated financial data are derived from our
consolidated financial statements. This data should be read in connection with
our consolidated financial statements and the related notes located at Item 8 of
this report.
TRICO BANCSHARES
Financial Summary
(in thousands, except per share amounts)
==========================================================================================================
Year ended December 31, 2008 2007 2006 2005 2004
----------------------------------------------------------------------------------------------------------
Interest income $121,112 $127,268 $120,323 $98,756 $84,932
Interest expense 31,552 40,582 34,445 20,529 13,363
----------------------------------------------------------------------------------------------------------
Net interest income 89,560 86,686 85,878 78,227 71,569
Provision for loan losses 20,950 3,032 1,289 2,169 2,901
Noninterest income 27,087 27,590 26,255 24,890 24,794
Noninterest expense 68,738 68,906 66,726 62,110 60,828
----------------------------------------------------------------------------------------------------------
Income before income taxes 26,959 42,338 44,118 38,838 32,634
Provision for income taxes 10,161 16,645 17,288 15,167 12,452
----------------------------------------------------------------------------------------------------------
Net income $16,798 $25,693 $26,830 $23,671 $20,182
----------------------------------------------------------------------------------------------------------
Earnings per share:
Basic $1.07 $1.62 $1.70 $1.51 $1.29
Diluted $1.05 1.57 1.64 1.45 1.24
Per share:
Dividends paid $0.52 $0.52 $0.48 $0.45 $0.43
Book value at December 31 12.56 11.87 10.69 9.52 8.79
Tangible book value at December 31 11.54 10.82 9.60 8.25 7.45
Average common shares outstanding 15,771 15,898 15,812 15,708 15,660
Average diluted common shares outstanding 16,050 16,364 16,383 16,331 16,270
Shares outstanding at December 31 15,756 15,912 15,857 15,708 15,723
At December 31:
Loans, net $1,563,259 $1,534,635 $1,492,965 $1,368,809 $1,158,442
Total assets 2,043,190 1,980,621 1,919,966 1,841,275 1,627,506
Total deposits 1,669,270 1,545,223 1,599,149 1,496,797 1,348,833
Debt financing and notes payable 102,005 116,126 39,911 31,390 28,152
Junior subordinated debt 41,238 41,238 41,238 41,238 41,238
Shareholders' equity 197,932 188,878 169,436 149,493 138,132
Financial Ratios:
For the year:
Return on assets 0.85% 1.36% 1.44% 1.38% 1.33%
Return on equity 8.70% 14.20% 16.61% 16.30% 15.20%
Net interest margin(1) 4.96% 5.07% 5.14% 5.14% 5.32%
Net loan losses to average loans 0.69% 0.17% 0.04% 0.04% 0.12%
Efficiency ratio(1) 58.59% 59.86% 58.99% 59.64% 62.46%
Average equity to average assets 9.72% 9.55% 8.68% 8.49% 8.72%
At December 31:
Equity to assets 9.69% 9.54% 8.82% 8.12% 8.50%
Total capital to risk-adjusted assets 12.42% 11.90% 11.44% 10.79% 11.86%
Allowance for loan losses to loans 1.73% 1.12% 1.12% 1.17% 1.24%
(1) Fully taxable equivalent
23
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The Company's discussion and analysis of its financial condition and results of
operations is intended to provide a better understanding of the significant
changes and trends relating to the Company's financial condition, results of
operations, liquidity, interest rate sensitivity, off balance sheet arrangements
and certain contractual obligations. The following discussion is based on the
Company's consolidated financial statements which have been prepared in
accordance with accounting principles generally accepted in the United States of
America. Please read the Company's audited consolidated financial statements and
the related notes included as Item 8 of this report.
Critical Accounting Policies and Estimates
The Company's discussion and analysis of its financial condition and results of
operations are based upon the Company's consolidated financial statements, which
have been prepared in accordance with accounting principles generally accepted
in the United States of America. The preparation of these financial statements
requires the Company to make estimates and judgments that affect the reported
amounts of assets, liabilities, revenues and expenses, and related disclosure of
contingent assets and liabilities. On an on-going basis, the Company evaluates
its estimates, including those that materially affect the financial statements
and are related to the adequacy of the allowance for loan losses, investments,
mortgage servicing rights, fair value measurements, retirement plans and
intangible assets. The Company bases its estimates on historical experience and
on various other assumptions that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates under different
assumptions or conditions. The Company's policies related to estimates on the
allowance for loan losses, other than temporary impairment of investments and
impairment of intangible assets, can be found in Note 1 to the Company's audited
consolidated financial statements and the related notes included as Item 8 of
this report.
As the Company has not commenced any business operations independent of the
Bank, the following discussion pertains primarily to the Bank. Average balances,
including balances used in calculating certain financial ratios, are generally
comprised of average daily balances for the Company. Within Management's
Discussion and Analysis of Financial Condition and Results of Operations,
certain performance measures including interest income, net interest income, net
interest yield, and efficiency ratio are generally presented on a fully
tax-equivalent (FTE) basis. The Company believes the use of these non-GAAP
measures provides additional clarity in assessing its results.
The following discussion and analysis is designed to provide a better
understanding of the significant changes and trends related to the Company and
the Bank's financial condition, operating results, asset and liability
management, liquidity and capital resources and should be read in conjunction
with the consolidated financial statements of the Company and the related notes
at Item 8 of this report.
Results of Operations
Net Income
Following is a summary of the Company's net income for the past three years
(dollars in thousands, except per share amounts):
Year ended December 31,
-----------------------------------------------------------------------------
Components of Net Income 2008 2007 2006
--------------------------------
Net interest income * $90,237 $87,529 $86,857
Provision for loan losses (20,950) (3,032) (1,289)
Noninterest income 27,087 27,590 26,255
Noninterest expense (68,738) (68,906) (66,726)
Taxes * (10,838) (17,488) (18,267)
--------------------------------
Net income $16,798 $25,693 $26,830
================================
Net income per average fully-diluted share $1.05 $1.57 $1.64
Net income as a percentage of average
shareholders' equity 8.70% 14.20% 16.61%
Net income as a percentage of average
total assets 0.85% 1.36% 1.44%
=============================================================================
* Fully tax-equivalent (FTE)
24
Earnings in 2008 decreased $8,895,000 (34.6%) from 2007. Net interest income
(FTE) grew $2,708,000 (3.1%) due to a $94,575,000 (5.5%) increase in average
earning assets while net interest margin (FTE) decreased 11 basis points to
4.96%. The provision for loan losses increased $17,918,000 in 2008 to
$20,950,000 for the year ended December 31, 2008 from $3,032,000 for the year
ended December 31, 2007. Noninterest income and noninterest expense decreased
$503,000 (1.8%) and $168,000 (0.2%), respectively.
Earnings in 2007 decreased $1,137,000 (4.2%) from 2006. Net interest income
(FTE) grew $672,000 (0.8%) due to a $35,511,000 (2.1%) increase in average
earning assets while net interest margin decreased 0.07% to 5.07%. The loan loss
provision increased $1,743,000 in 2007 from 2006, and noninterest income
increased $1,335,000 (5.1%) while noninterest expense also increased $2,180,000
(3.3%).
The Company's return on average total assets was 0.85% in 2008 compared to 1.36%
and 1.44% in 2007 and 2006, respectively. Return on average equity in 2008 was
8.70% compared to 14.20% and 16.61% in 2007 and 2006, respectively.
Net Interest Income
The Company's primary source of revenue is net interest income, which is the
difference between interest income on earning assets and interest expense on
interest-bearing liabilities. Net interest income (FTE) increased $2,708,000
(3.1%) to $90,237,000 from 2007 to 2008. Net interest income (FTE) increased
$672,000 (0.8%) to $87,529,000 from 2006 to 2007.
Following is a summary of the Company's net interest income for the past three
years (dollars in thousands):
Year ended December 31,
------------------------------------------------------------------------------
Components of Net Interest Income 2008 2007 2006
----------------------------------------
Interest income $121,112 $127,268 $120,323
Interest expense (31,552) (40,582) (34,445)
FTE adjustment 677 843 979
----------------------------------------
Net interest income (FTE) $90,237 $87,529 $86,857
==============================================================================
Net interest margin (FTE) 4.96% 5.07% 5.14%
==============================================================================
Interest income (FTE) decreased $6,322,000 (4.9%) from 2007 to 2008, due to 73
basis point decrease in average yield on earning-asset that was partially offset
by $94,575,000 increase in the average balance of earning-assets. The average
yield on earning assets decreased from 7.43% in 2007 to 6.69% in 2008. The
average yield on loans decreased 82 basis points to 6.97% during 2008. The
decrease in average yield on interest-earning assets decreased interest income
(FTE) by $11,938,000, while the increase in average balances of interest-earning
assets added $5,916,000 to interest income (FTE) during 2008.
Interest expense decreased $9,030,000 (22.3%) in 2008 from 2007, due to an 80
basis point decrease in the average rate paid on interest-bearing liabilities to
2.26% that was partially offset by a $70,317,000 (5.3%) increase in the average
balance of interest-bearing liabilities. The decrease in the average rate paid
on interest-bearing liabilities decreased interest expense by $12,399,000 from
2007 to 2008, while the increase in average balances of interest-bearing
liabilities increased interest expense by $3,369,000 in 2008.
Interest income (FTE) increased $6,809,000 (5.6%) from 2006 to 2007, the net
effect of higher average balances of those assets and higher earning-asset
yields. The total yield on earning assets increased from 7.18% in 2006 to 7.43%
in 2007. The average yield on loans increased 19 basis points to 7.78% during
2007. The increase in average yield on interest-earning assets increased
interest income (FTE) by $3,305,000, while the increase in average balances of
interest-earning assets added $3,504,000 to interest income (FTE) during 2007.
Interest expense increased $6,137,000 (17.8%) in 2007 from 2006, due to a 0.44%
increase in the average rate paid on interest-bearing liabilities to 3.05% and
an $11,385,000 (0.9%) increase in the average balance of interest-bearing
liabilities. The increase in the average rate paid on interest-bearing
liabilities increased interest expense by $4,932,000 from 2006 to 2007, while
the increase in average balances of interest-bearing liabilities increased
interest expense by $1,205,000 in 2007.
25
Net Interest Margin
Following is a summary of the Company's net interest margin for the past three
years:
Year ended December 31,
-----------------------------------------------------------------------------
Components of Net Interest Margin 2008 2007 2006
--------------------------------
Yield on earning assets 6.69% 7.43% 7.18%
Rate paid on interest-bearing liabilities 2.26% 3.05% 2.61%
--------------------------------
Net interest spread 4.43% 4.38% 4.56%
Impact of all other net
noninterest-bearing funds 0.53% 0.69% 0.58%
--------------------------------
Net interest margin (FTE) 4.96% 5.07% 5.14%
==============================================================================
During the first three quarters of 2007, the Company was able to maintain net
interest margin when compared to 2006 as market interest rates remained
relatively stable. However, during the fourth quarter of 2007, the Federal funds
rate and the prime rate of lending began to decrease while competition for
deposits prevented deposit rates from decreasing similarly. As a result, during
the fourth quarter of 2007, the average yield the Company was able to earn on
interest-earning assets decreased faster than the average rate it paid on
interest-bearing liabilities causing the net interest margin (FTE) for all of
2007 to be reduced from 2006 levels. The rate environment throughout 2008 was
much like it was in the fourth quarter of 2007, with the prime rate decreasing
400 basis points during 2008 to 3.25% and the Federal Funds target rate reaching
an unprecedented 0%-.25% by the end of 2008. While market conditions for
deposits in 2008 prevented the Company from lowering deposit rates in proportion
to the decrease in the Federal Funds rate, rate floors in many of the Company's
loans helped maintain the net interest margin in 2008 relatively close to the
2007 level.
26
Summary of Average Balances, Yields/Rates and Interest Differential
The following tables present, for the past three years, information regarding
the Company's consolidated average assets, liabilities and shareholders' equity,
the amounts of interest income from average earning assets and resulting yields,
and the amount of interest expense paid on interest-bearing liabilities. Average
loan balances include nonperforming loans. Interest income includes proceeds
from loans on nonaccrual loans only to the extent cash payments have been
received and applied to interest income. Yields on securities and certain loans
have been adjusted upward to reflect the effect of income thereon exempt from
federal income taxation at the current statutory tax rate (dollars in
thousands):
Year ended December 31, 2008
-------------------------------------------
Average Interest Rates
balance income/expense earned/paid
-------------------------------------------
Assets
Loans $1,549,014 $107,896 6.97%
Investment securities - taxable 242,901 11,996 4.94%
Investment securities - nontaxable 24,983 1,863 7.46%
Cash at Federal Reserve and other banks 2,751 31 1.11%
Federal funds sold 144 3 2.08%
----------- --------
Total earning assets 1,819,793 121,789 6.69%
--------
Other assets 166,413
----------
Total assets $1,986,206
==========
Liabilities and shareholders' equity
Interest-bearing demand deposits $225,872 721 0.34%
Savings deposits 384,261 4,759 1.24%
Time deposits 574,910 18,931 3.29%
Federal funds purchased 83,792 1,999 2.39%
Other borrowings 88,879 2,512 2.83%
Junior subordinated debt 41,238 2,580 6.26%
---------- --------
Total interest-bearing 1,398,952 31,552 2.26%
liabilities --------
Noninterest-bearing demand 362,522
Other liabilities 31,613
Shareholders' equity 193,119
-----------
Total liabilities and shareholders' $1,986,206
equity ===========
Net interest spread (1) 4.43%
Net interest income and interest margin (2) $90,237 4.96%
========== ======
Year ended December 31, 2007
----------------------------------------------
Average Interest Rates
balance income/expense earned/paid
----------------------------------------------
Assets
Loans $1,511,331 $117,639 7.78%
Investment securities - taxable 183,493 8,158 4.45%
Investment securities - nontaxable 30,032 2,297 7.65%
Federal funds sold 362 17 4.70%
---------- --------
Total earning assets 1,725,218 128,111 7.43%
--------
Other assets 169,296
----------
Total assets $1,894,514
==========
Liabilities and shareholders' equity
Interest-bearing demand deposits $224,279 452 0.20%
Savings deposits 385,702 6,238 1.62%
Time deposits 558,247 24,733 4.43%
Federal funds purchased 55,334 2,880 5.20%
Other borrowings 63,835 2,983 4.67%
Junior subordinated debt 41,238 3,296 7.99%
---------- --------
Total interest-bearing liabilities 1,328,635 40,582 3.05%
--------
Noninterest-bearing demand 351,815
Other liabilities 33,066
Shareholders' equity 180,998
----------
Total liabilities and shareholders' $1,894,514
equity ==========
Net interest spread (1) 4.38%
Net interest income and interest margin (2) $87,529 5.07%
======= ======
(1) Net interest spread represents the average yield earned on
interest-earning assets less the average rate paid on interest-bearing
liabilities.
(2) Net interest margin is computed by dividing net interest income by
total average earning assets.
27
Year ended December 31, 2006
----------------------------------------------
Average Interest Rates
balance income/expense earned/paid
----------------------------------------------
Assets
Loans $1,447,163 $109,769 7.59%
Investment securities - taxable 206,989 8,749 4.23%
Investment securities - nontaxable 34,400 2,728 7.93%
Federal funds sold 1,155 56 4.85%
---------- ---------
Total earning assets 1,689,707 121,302 7.18%
---------
Other assets 171,343
----------
Total assets $1,861,050
===========
Liabilities and shareholders' equity
Interest-bearing demand deposits $236,881 477 0.20%
Savings deposits 395,744 3,556 0.90%
Time deposits 527,019 21,427 4.07%
Federal funds purchased 81,237 4,116 5.07%
Other borrowings 35,131 1,667 4.75%
Junior subordinated debt 41,238 3,202 7.76%
---------- --------- -
Total interest-bearing liabilities 1,317,250 34,445 2.61%
---------
Noninterest-bearing demand 352,617
Other liabilities 29,641
Shareholders' equity 161,542
----------
Total liabilities and shareholders' $1,861,050
equity ===========
Net interest spread (1) 4.56%
Net interest income and interest margin (2) $86,857 5.14%
========= ======
(1) Net interest spread represents the average yield earned on
interest-earning assets less the average rate paid on interest-bearing
liabilities.
(2) Net interest margin is computed by dividing net interest income by
total average earning assets.
Summary of Changes in Interest Income and Expense due to Changes in Average
Asset and Liability Balances and Yields Earned and Rates Paid
The following table sets forth a summary of the changes in the Company's
interest income and interest expense from changes in average asset and liability
balances (volume) and changes in average interest rates for the past three
years. The rate/volume variance has been included in the rate variance. Amounts
are calculated on a fully taxable equivalent basis:
2008 over 2007 2007 over 2006
-------------------------------------------------------------------------
Yield/ Yield/
Volume Rate Total Volume Rate Total
-------------------------------------------------------------------------
(dollars in thousands)
Increase (decrease) in
interest income:
Loans $2,933 ($12,676) ($9,743) $4,867 $3,003 $7,870
Investment securities 2,662 742 3,404 (1,325) 303 (1,022)
Cash at Federal Reserve and other banks 31 - 31 - - -
Federal funds sold (10) (4) (14) (38) (1) (39)
--------------------------------------------------------------------------
Total 5,616 (11,938) (6,322) 3,504 3,305 6,809
--------------------------------------------------------------------------
Increase (decrease) in
interest expense:
Demand deposits (interest-bearing) 3 316 319 (25) - (25)
Savings deposits (23) (1,456) (1,479) (90) 2,772 2,682
Time deposits 738 (6,540) (5,802) 1,270 2,036 3,306
Federal funds purchased 1,481 (2,362) (881) (1,312) 76 (1,236)
Junior subordinated debt - (716) (716) - 94 94
Other borrowings 1,170 (1,641) (471) 1,362 (46) 1,316
--------------------------------------------------------------------------
Total 3,369 (12,399) (9,030) 1,205 4,932 6,137
--------------------------------------------------------------------------
Increase (decrease) in
net interest income $2,247 $461 $2,708 $2,299 ($1,627) $672
==========================================================================
28
Provision for Loan Losses
In 2008, the Bank provided $20,950,000 for loan losses compared to $3,032,000 in
2007. Net loan charge-offs increased $8,076,000 (309%) to $10,691,000 during
2008. The 2008 charge-offs represented 0.69% of average loans outstanding versus
0.17% in 2007. Nonperforming loans net of government agency guarantees as a
percentage of total loans were 1.73% and 0.48% at December 31, 2008 and 2007,
respectively. The ratio of allowance for loan losses to nonperforming loans was
100% at the end of 2008 versus 231% at the end of 2007.
In 2007, the Bank provided $3,032,000 for loan losses compared to $1,289,000 in
2006. Net loan charge-offs increased $2,014,000 (335%) to $2,615,000 during
2007. The 2007 charge-offs represented 0.17% of average loans outstanding versus
0.04% in 2006. Nonperforming loans net of government agency guarantees as a
percentage of total loans were 0.48% and 0.30% at December 31, 2007 and 2006,
respectively. The ratio of allowance for loan losses to nonperforming loans was
231% at the end of 2007 versus 375% at the end of 2006.
Noninterest Income
The following table summarizes the Company's noninterest income for the past
three years (dollars in thousands):
Year ended December 31,
-----------------------------------------------------------------------------
Components of Noninterest Income 2008 2007 2006
---------------------------------
Service charges on deposit accounts $15,744 $15,449 $14,461
ATM fees and interchange 4,515 4,068 3,581
Other service fees 2,156 2,173 2,167
Change in value of mortgage servicing rights (1,860) (490) (400)
Gain on sale of loans 1,127 994 1,224
Commissions on sale of
nondeposit investment products 2,069 2,331 1,946
Increase in cash value of life insurance 1,834 1,445 1,767
Other noninterest income 1,502 1,620 1,509
---------------------------------
Total noninterest income $27,087 $27,590 $26,255
==============================================================================
Noninterest income decreased $503,000 (1.8%) to $27,087,000 in 2008. Service
charges on deposit accounts were up $295,000 (1.9%) due to growth in number of
customers. ATM fees and interchange was up $447,000 (11.0%) due to growth in
number of customers and the introduction of the Company's Perfect Choice
Checking product in 2008. Overall, mortgage banking activities, which includes
amortization of mortgage servicing rights, mortgage servicing fees, change in
value of mortgage servicing rights, and gain on sale of loans, accounted for
$303,000 of noninterest income in the 2008 compared to $1,502,000 in 2007. The
decreased contribution from mortgage banking activities is primarily due to a
significant decrease in the value of mortgage rights at the end of 2008.
Commissions on sale of nondeposit investment products decreased $262,000 (11.2%)
in 2008 due to lower demand for investment products. Increase in cash value of
life insurance increased $389,000 (26.9%) due to increased earning rates on the
related life insurance policies.
Noninterest income increased $1,335,000 (5.1%) to $27,590,000 in 2007. Service
charges on deposit accounts were up $988,000 (6.8%) due to growth in number of
customers. ATM fees and interchange, and other service fees were up $487,000
(13.6%) and $6,000 (0.3%) due to expansion of the Company's ATM network and
customer base through de-novo branch expansion. Overall, mortgage banking
activities, which includes amortization of mortgage servicing rights, mortgage
servicing fees, change in value of mortgage servicing rights, and gain on sale
of loans, accounted for $1,502,000 of noninterest income in the 2007 compared to
$1,782,000 in 2006. The decreased contribution from mortgage banking activities
is due to the continued slow pace of mortgage refinance activity. Commissions on
sale of nondeposit investment products increased $385,000 (19.8%) in 2007 due to
increased resources focused in that area and better demand for these products.
Increase in cash value of life insurance decreased $322,000 (18.2%) due to
decreased earning rates on the related life insurance policies.
29
Securities Transactions
During 2008 the Company did not sell any investment securities. During 2008 the
Company received proceeds from maturities of securities totaling $50,413,000,
and used $80,012,000 to purchase securities.
During 2007 the Company did not sell any investment securities. During 2007 the
Company received proceeds from maturities of securities totaling $49,256,000,
and used $78,822,000 to purchase securities.
Noninterest Expense
The following table summarizes the Company's other noninterest expense for the
past three years (dollars in thousands):
Year ended December 31,
------------------------------------------------------------------------------
Components of Noninterest Expense 2008 2007 2006
---------------------------------
Salaries and related benefits:
Base salaries, net of
deferred loan origination costs $25,374 $24,582 $22,788
Incentive compensation 2,860 3,808 4,633
Benefits and other compensation costs 9,878 9,676 9,034
---------------------------------
Total salaries and related benefits 38,112 38,066 36,455
---------------------------------
Other noninterest expense:
Equipment and data processing 6,405 6,300 5,926
Occupancy 4,929 4,786 4,450
ATM network charges 2,081 1,857 1,839
Telecommunications 1,914 1,706 1,573
Professional fees 1,853 1,516 1,652
Advertising 1,751 2,186 2,090
Courier service 1,069 1,223 1,308
Postage 930 916 1,006
Operational losses 577 454 374
Assessments 570 331 326
Intangible amortization 523 490 1,395
Change in reserve for unfunded commitments 475 241 36
Other 7,549 8,834 8,296
--------------------------------
Total other noninterest expenses 30,626 30,840 30,271
--------------------------------
Total noninterest expense $68,738 $68,906 $66,726
==============================================================================
Average full time equivalent staff 636 638 623
Noninterest expense to revenue (FTE) 58.59% 59.86% 58.99%
Salary and benefit expenses increased $46,000 (0.1%) to $38,112,000 in 2008
compared to 2007. Base salaries increased $792,000 (3.2%) to $25,374,000 in
2008. The increase in base salaries was mainly due to annual salary increases.
Incentive and commission related salary expenses decreased $948,000 (24.9%) to
$2,860,000 in 2008. The decrease in incentive and commission expenses was due
primarily to decreases in management bonuses and other incentives tied to net
income. Benefits expense, including retirement, medical and workers'
compensation insurance, and taxes, increased $202,000 (2.1%) to $9,878,000
during 2008. Also, included in salaries and benefit expense in 2008 was $450,000
for expensing of employee stock options compared to $477,000 in 2007.
Salary and benefit expenses increased $1,611,000 (4.4%) to $38,066,000 in 2007
compared to 2006. Base salaries net of deferred loan origination costs increased
$1,794,000 (7.9%) to $24,582,000 in 2007. The increase in base salaries was
mainly due to an increase in average full time equivalent employees from 623
during 2006 to 638 during 2007, and annual salary increases. Incentive and
commission related salary expenses decreased $825,000 (17.8%) to $3,808,000 in
2007. The decrease in incentive and commission expenses was due primarily to
decreases in related income generation from gain on sale of loans, and other
performance based incentive programs. Benefits expense, including retirement,
medical and workers' compensation insurance, and taxes, increased $642,000
(7.1%) to $9,676,000 during 2007. Also, included in salaries and benefit expense
in 2007 was $477,000 for expensing of employee stock options compared to
$382,000 in 2006.
30
Other noninterest expenses decreased $214,000 (0.7%) to $30,626,000 in 2008.
Changes in the various categories of other noninterest expense are reflected in
the table above. The changes are indicative of the Company's efforts to use
technology to become more efficient, and the economic environment which has lead
to reduced volume of loan activity and associated expenses. In particular, the
$1,285,000 decrease in the "other" category of other noninterest expense is
primarily due to reduced expenses associated with reduced home equity lending
activity in 2008.
Other noninterest expenses increased $569,000 (1.9%) to $30,840,000 in 2007. The
increase was mainly due to new branches opened in 2006 and inflation that were
partially offset by a $905,000 decrease in intangible amortization.
Provision for Taxes
The effective tax rate on income was 37.7%, 39.3%, and 39.2% in 2008, 2007, and
2006, respectively. The effective tax rate was greater than the federal
statutory tax rate due to state tax expense of $2,594,000, $4,277,000, and
$4,462,000, respectively, in these years. Tax-exempt income of $1,187,000,
$1,454,000, and $1,749,000, respectively, from investment securities, and
$1,834,000, $1,445,000, and $1,767,000, respectively, from increase in cash
value of life insurance in these years helped to reduce the effective tax rate.
Financial Ratios
The following table shows the Company's key financial ratios for the past three
years:
Year ended December 31, 2008 2007 2006
-------------------------------
Return on average total assets 0.85% 1.36% 1.44%
Return on average shareholders' equity 8.70% 14.20% 16.61%
Shareholders' equity to total assets 9.69% 9.54% 8.82%
Common shareholders' dividend payout ratio 48.77% 32.19% 28.31%
===========================================================================
Loans
The Bank concentrates its lending activities in four principal areas: commercial
loans (including agricultural loans), consumer loans, real estate mortgage loans
(residential and commercial loans and mortgage loans originated for sale), and
real estate construction loans. At December 31, 2008, these four categories
accounted for approximately 12%, 32%, 51%, and 5% of the Bank's loan portfolio,
respectively, as compared to 10%, 35%, 46%, and 9%, at December 31, 2007. The
interest rates charged for the loans made by the Bank vary with the degree of
risk, the size and maturity of the loans, the borrower's relationship with the
Bank and prevailing money market rates indicative of the Bank's cost of funds.
The majority of the Bank's loans are direct loans made to individuals, farmers
and local businesses. The Bank relies substantially on local promotional
activity and personal contacts by bank officers, directors and employees to
compete with other financial institutions. The Bank makes loans to borrowers
whose applications include a sound purpose, a viable repayment source and a plan
of repayment established at inception and generally backed by a secondary source
of repayment.
At December 31, 2008 loans, including net deferred loan costs, totaled
$1,590,849,000 which was a 2.5% ($38,883,000) increase over the balances at the
end of 2007. Demand for commercial real estate (real estate mortgage) loans and
non-real estate secured agriculture loans was relatively strong during 2008.
Demand for home equity loans and lines of credit was modest during 2008. Real
estate construction loans declined during 2008 as did auto dealer loans. The
average loan-to-deposit ratio in 2008 was 100.1% compared to 99.4% in 2007.
At December 31, 2007 loans, including net deferred loan costs, totaled
$1,551,966,000 which was a 2.8% ($42,087,000) increase over the balances at the
end of 2006. Demand for commercial real estate (real estate mortgage) loans was
relatively strong during 2007. Other loan categories that showed modest growth
were home equity loans and non-real estate secured agriculture loans. Real
estate construction loans declined during 2007 as did auto dealer loans. The
average loan-to-deposit ratio in 2007 was 99.4 % compared to 95.7% in 2006.
31
Loan Portfolio Composite
The following table shows the Company's loan balances, including net deferred
loan costs, for the past five years:
December 31,
2008 2007 2006 2005 2004
-------------------------------------------------------------------------
(dollars in thousands)
Commercial, financial and agricultural $189,645 $164,815 $153,105 $143,175 $140,332
Consumer installment 514,448 535,819 525,513 508,233 410,198
Real estate mortgage 802,527 716,013 679,661 623,511 544,373
Real estate construction 84,229 135,319 151,600 110,116 78,064
-------------------------------------------------------------------------
Total loans $1,590,849 $1,551,966 $1,509,879 $1,385,035 $1,172,967
=========================================================================
Classified Assets
The Company closely monitors the markets in which it conducts its lending
operations and continues its strategy to control exposure to loans with high
credit risk. Asset reviews are performed using grading standards and criteria
similar to those employed by bank regulatory agencies. Assets receiving lesser
grades fall under the "classified assets" category, which includes all
nonperforming assets and potential problem loans, and receive an elevated level
of attention to ensure collection.
The following is a summary of classified assets on the dates indicated (dollars
in thousands):
At December 31, 2008 At December 31, 2007
----------------------- ------------------------
Gross Guaranteed Net Gross Guaranteed Net
----------------------------------------------------
Classified loans $63,850 $5,379 $58,471 $18,570 $5,948 $12,622
Other classified assets 1,185 - 1,185 187 - 187
----------------------------------------------------
Total classified assets $65,035 $5,379 $59,656 $18,757 $5,948 $12,809
====================================================
Allowance for loan losses/Classified loans 47.2% 137.3%
Classified assets, net of guarantees of the U.S. Government, including its
agencies and its government-sponsored agencies at December 31, 2008, increased
$46,847,000 (365.7%) to $59,656,000 from $12,809,000 at December 31, 2007.
Nonperforming Assets
Loans on which the accrual of interest has been discontinued are designated as
nonaccrual loans. Accrual of interest on loans is generally discontinued either
when reasonable doubt exists as to the full, timely collection of interest or
principal or when a loan becomes contractually past due by 90 days or more with
respect to interest or principal. When loans are 90 days past due, but in
Management's judgment are well secured and in the process of collection, they
may not be classified as nonaccrual. When a loan is placed on nonaccrual status,
all interest previously accrued but not collected is reversed. Income on such
loans is then recognized only to the extent that cash is received and where the
future collection of principal is probable - such loans are classified as
performing nonaccrual loans. Interest accruals are resumed on such loans only
when they are brought fully current with respect to interest and principal and
when, in the judgment of Management, the loans are estimated to be fully
collectible as to both principal and interest. The reclassification of loans as
nonaccrual does not necessarily reflect management's judgment as to whether they
are fully collectible.
Interest income on nonaccrual loans which would have been recognized during the
year ended December 31, 2008, if all such loans had been current in accordance
with their original terms, totaled $2,901,000. Interest income actually
recognized on these loans in 2008 was $1,753,000.
The Bank's policy is to place loans 90 days or more past due on nonaccrual
status. In some instances when a loan is 90 days past due management does not
place it on nonaccrual status because the loan is well secured and in the
process of collection. A loan is considered to be in the process of collection
if, based on a probable specific event, it is expected that the loan will be
repaid or brought current. Generally, this collection period would not exceed 30
days. Loans where the collateral has been repossessed are classified as other
real estate owned ("OREO") or, if the collateral is personal property, the loan
is classified as other assets on the Company's financial statements.
32
Management considers both the adequacy of the collateral and the other resources
of the borrower in determining the steps to be taken to collect nonaccrual
loans. Alternatives that are considered are foreclosure, collecting on
guarantees, restructuring the loan or collection lawsuits.
The following tables set forth the amount of the Bank's nonperforming assets net
of guarantees of the U.S. government, including its agencies and its
government-sponsored agencies, as of the dates indicated:
December 31, 2008 December 31, 2007
------------------------- -----------------------
Gross Guaranteed Net Gross Guaranteed Net
------------------------------------------------------
(dollars in thousands):
Performing nonaccrual loans $22,600 $5,102 $17,498 $9,098 $5,814 $3,284
Nonperforming, nonaccrual loans 9,994 154 9,840 4,227 - 4,227
------------------------------------------------------
Total nonaccrual loans 32,594 5,256 27,338 13,325 5,814 7,511
Loans 90 days past due and still accruing 187 - 187 - - -
------------------------------------------------------
Total nonperforming loans 32,781 5,256 27,525 13,325 5,814 7,511
Other real estate owned 1,185 - 1,185 187 - 187
------------------------------------------------------
Total nonperforming loans and OREO $33,966 $5,256 $28,710 $13,512 $5,814 $7,698
======================================================
Nonperforming loans to total loans 1.73% 0.48%
Allowance for loan losses/nonperforming loans 100% 231%
Nonperforming assets to total assets 1.41% 0.39%
December 31, 2006 December 31, 2005
------------------------- -----------------------
(dollars in thousands): Gross Guaranteed Net Gross Guaranteed Net
Performing nonaccrual loans $10,255 $6,372 $3,883 $9,315 $6,933 $2,382
Nonperforming, nonaccrual loans 561 - 561 579 - 579
-----------------------------------------------------
Total nonaccrual loans 10,816 6,372 4,444 9,894 6,933 2,961
Loans 90 days past due and still accruing 68 - 68 - - -
-----------------------------------------------------
Total nonperforming loans 10,884 6,372 4,512 9,894 6,933 2,961
Other real estate owned - - - - - -
------------------------------------------------------
Total nonperforming loans and OREO $10,884 $6,372 $4,512 $9,894 $6,933 $2,961
Nonperforming loans to total loans 0.30% 0.21%
Allowance for loan losses/nonperforming loans 375% 548%
Nonperforming assets to total assets 0.24% 0.16%
December 31, 2004
-------------------------
(dollars in thousands): Gross Guaranteed Net
-------------------------
Performing nonaccrual loans $11,043 $7,442 $3,601
Nonperforming, nonaccrual loans 1,418 174 1,244
-------------------------
Total nonaccrual loans 12,461 7,616 4,845
Loans 90 days past due and still accruing 61 - 61
-------------------------
Total nonperforming loans 12,522 7,616 4,906
Other real estate owned - - -
Total nonperforming loans and OREO $12,522 $7,616 $4,906
=========================
Nonperforming loans to total loans 0.42%
Allowance for loan losses/nonperforming loans 296%
Nonperforming assets to total assets 0.30%
During 2008, nonperforming assets net of government guarantees increased
$21,012,000 (273%) to $28,710,000. Nonperforming loans increased $20,014,000
(266%) to $27,525,000. The ratio of nonperforming loans to total loans at
December 31, 2008 was 1.73% versus 0.48% at the end of 2007. Classifications of
nonperforming loans as a percent of total loans at the end of 2008 were as
follows: secured by real estate, 81%; loans to farmers, 8%; commercial loans,
2%; and consumer loans, 9%.
During 2007, nonperforming assets net of government guarantees increased
$3,186,000 (70.6%) to $7,698,000. Nonperforming loans increased $2,999,000
(66.5%) to $7,511,000. The ratio of nonperforming loans to total loans at
December 31, 2007 was 0.48% versus 0.30% at the end of 2006. Classifications of
nonperforming loans as a percent of total loans at the end of 2007 were as
follows: secured by real estate, 65%; loans to farmers, 1%; commercial loans,
1%; and consumer loans, 33%.
33
Allowance for Loan Losses
Credit risk is inherent in the business of lending. As a result, the Company
maintains an allowance for loan losses to absorb losses inherent in the
Company's loan and lease portfolio. This is maintained through periodic charges
to earnings. These charges are shown in the consolidated income statements as
provision for loan losses. All specifically identifiable and quantifiable losses
are immediately charged off against the allowance. However, for a variety of
reasons, not all losses are immediately known to the Company and, of those that
are known, the full extent of the loss may not be quantifiable at that point in
time. The balance of the Company's allowance for loan losses is meant to be an
estimate of these unknown but probable losses inherent in the portfolio.
For the remainder of this discussion, "loans" shall include all loans and lease
contracts, which are a part of the Bank's portfolio.
Assessment of the Adequacy of the Allowance for Loan Losses
The Company formally assesses the adequacy of the allowance on a quarterly
basis. Determination of the adequacy is based on ongoing assessments of the
probable risk in the outstanding loan and lease portfolio, and to a lesser
extent the Company's loan and lease commitments. These assessments include the
periodic re-grading of credits based on changes in their individual credit
characteristics including delinquency, seasoning, recent financial performance
of the borrower, economic factors, changes in the interest rate environment,
growth of the portfolio as a whole or by segment, and other factors as
warranted. Loans are initially graded when originated. They are re-graded as
they are renewed, when there is a new loan to the same borrower, when identified
facts demonstrate heightened risk of nonpayment, or if they become delinquent.
Re-grading of larger problem loans occurs at least quarterly. Confirmation of
the quality of the grading process is obtained by independent credit reviews
conducted by consultants specifically hired for this purpose and by various bank
regulatory agencies.
The Company's method for assessing the appropriateness of the allowance includes
specific allowances for identified problem loans and leases, formula allowance
factors for pools of credits, and allowances for changing environmental factors
(e.g., interest rates, growth, economic conditions, etc.). Allowances for
identified problem loans are based on specific analysis of individual credits.
Allowance factors for loan pools are based on the previous 5 years historical
loss experience by product type. Allowances for changing environmental factors
are management's best estimate of the probable impact these changes have had on
the loan portfolio as a whole.
The Components of the Allowance for Loan Losses
As noted above, the overall allowance consists of a specific allowance, a
formula allowance, and an allowance for environmental factors. The first
component, the specific allowance, results from the analysis of identified
credits that meet management's criteria for specific evaluation. These loans are
reviewed individually to determine if such loans are considered impaired.
Impaired loans are those where management has concluded that it is probable that
the borrower will be unable to pay all amounts due under the contractual terms.
Loans specifically reviewed, including those considered impaired, are evaluated
individually by management for loss potential by evaluating sources of
repayment, including collateral as applicable, and a specified allowance for
loan losses is established where necessary.
34
The second component, the formula allowance, is an estimate of the probable
losses that have occurred across the major loan categories in the Company's loan
portfolio. This analysis is based on loan grades by pool and the loss history of
these pools. This analysis covers the Company's entire loan portfolio including
unused commitments but excludes any loans, that were analyzed individually and
assigned a specific allowance as discussed above. The total amount allocated for
this component is determined by applying loss estimation factors to outstanding
loans and loan commitments. The loss factors are based primarily on the
Company's historical loss experience tracked over a five-year period and
adjusted as appropriate for the input of current trends and events. Because
historical loss experience varies for the different categories of loans, the
loss factors applied to each category also differ. In addition, there is a
greater chance that the Company has suffered a loss from a loan that was graded
less than satisfactory than if the loan was last graded satisfactory. Therefore,
for any given category, a larger loss estimation factor is applied to less than
satisfactory loans than to those that the Company last graded as satisfactory.
The resulting formula allowance is the sum of the allocations determined in this
manner.
The third component, the environmental factor allowance, is a component that is
not allocated to specific loans or groups of loans, but rather is intended to
absorb losses that may not be provided for by the other components.
There are several primary reasons that the other components discussed above
might not be sufficient to absorb the losses present in portfolios, and the
environmental factor allowance is used to provide for the losses that have
occurred because of them.
The first reason is that there are limitations to any credit risk grading
process. The volume of loans makes it impractical to re-grade every loan every
quarter. Therefore, it is possible that some currently performing loans not
recently graded will not be as strong as their last grading and an insufficient
portion of the allowance will have been allocated to them. Grading and loan
review often must be done without knowing whether all relevant facts are at
hand. Troubled borrowers may deliberately or inadvertently omit important
information from reports or conversations with lending officers regarding their
financial condition and the diminished strength of repayment sources.
The second reason is that the loss estimation factors are based primarily on
historical loss totals. As such, the factors may not give sufficient weight to
such considerations as the current general economic and business conditions that
affect the Company's borrowers and specific industry conditions that affect
borrowers in that industry. The factors might also not give sufficient weight to
other environmental factors such as changing economic conditions and interest
rates, portfolio growth, entrance into new markets or products, and other
characteristics as may be determined by Management.
Specifically, in assessing how much environmental factor allowance needed to be
provided at December 31, 2008, management considered the following:
o with respect to the economy, management considered the effects of
changes in GDP, unemployment, CPI, debt statistics, housing starts,
housing sales, auto sales, agricultural prices, and other economic
factors which serve as indicators of economic health and trends and
which may have an impact on the performance of our borrowers, and
o with respect to changes in the interest rate environment, management
considered the recent changes in interest rates and the resultant
economic impact it may have had on borrowers with high leverage and/or
low profitability; and
o with respect to changes in energy prices, management considered the
effect that increases, decreases or volatility may have on the
performance of our borrowers, and
o with respect to loans to borrowers in new markets and growth in
general, management considered the relatively short seasoning of such
loans and the lack of experience with such borrowers.
Each of these considerations was assigned a factor and applied to a portion or
the entire loan portfolio. Since these factors are not derived from experience
and are applied to large non-homogeneous groups of loans, they are available for
use across the portfolio as a whole.
Although the weakening economy and resultant recession called for an increase in
the factor related to economic conditions, the reductions in interest rates and
energy prices coupled with very little loan growth resulted in a decrease in
these factors causing the overall Environmental Factors Allowance to decrease.
Also, in prior years, the Bank maintained a separate factor for Real Estate Risk
due to the fact that the Bank had little or no losses in this loan category but
anticipated that such losses would be experienced at some time. During the
course of 2008 the Bank eliminated this environmental factor and instead
provided for this risk in the Formula Allowance based on actual and expected
loss ratios. This not only resulted in a reduction of the Environmental Factors
Allowance but also resulted in an increase in the Formula Allowance. The Formula
Allowance was further increased due to increases in losses over the course of
2008 which in turn resulted in increases in the reserve factors for certain loan
types accordingly. These increased factors primarily affected construction
loans, HELOCs, and indirect auto loans.
35
The following table sets forth the Bank's allowance for loan losses as of the
dates indicated:
December 31,
--------------------------------------------
2008 2007 2006 2005 2004
(dollars in thousands)
Specific allowance $5,850 $1,791 $894 $754 $820
Formula allowance 17,989 9,888 8,957 8,582 7,015
Environmental factors allowance 3,751 5,652 7,063 6,890 6,690
--------------------------------------------
Total allowance $27,590 $17,331 $16,914 $16,226 $14,525
============================================
Allowance for loan losses to loans 1.73% 1.12% 1.12% 1.17% 1.24%
Based on the current conditions of the loan portfolio, management believes that
the $27,590,000 allowance for loan losses at December 31, 2008 is adequate to
absorb probable losses inherent in the Bank's loan portfolio. No assurance can
be given, however, that adverse economic conditions or other circumstances will
not result in increased losses in the portfolio.
The following table summarizes, for the years indicated, the activity in the
allowance for loan losses:
December 31,
-----------------------------------------------------------------
2008 2007 2006 2005 2004
(dollars in thousands) -----------------------------------------------------------------
Balance, beginning of year $17,331 $16,914 $16,226 $14,525 $12,890
Addition through merger - - - - -
Provision charged to operations 20,950 3,032 1,289 2,169 2,901
Loans charged off:
Commercial, financial and agricultural (709) (438) (162) (220) (901)
Consumer installment (7,298) (3,320) (1,625) (1,459) (731)
Real estate mortgage (3,912) - - - -
-----------------------------------------------------------------
Total loans charged-off (11,919) (3,758) (1,787) (1,679) (1,632)
-----------------------------------------------------------------
Recoveries:
Commercial, financial and agricultural 31 179 269 396 70
Consumer installment 1,139 907 872 774 175
Real estate mortgage 58 57 45 41 121
----------------------------------------------------------------
Total recoveries 1,228 1,143 1,186 1,211 366
----------------------------------------------------------------
Net loans charged-off (10,691) (2,615) (601) (468) (1,266)
----------------------------------------------------------------
Balance, year end $27,590 $17,331 $16,914 $16,226 $14,525
================================================================
Average total loans $1,549,014 $1,511,331 $1,447,163 $1,251,699 $1,060,556
----------------------------------------------------------------
Ratios:
Net charge-offs during period to average
loans outstanding during period 0.69% 0.17% 0.04% 0.04% 0.12%
Provision for loan losses to
average loans outstanding 1.35% 0.20% 0.09% 0.17% 0.27%
Allowance for loan losses to loans at year end 1.73% 1.12% 1.12% 1.17% 1.24%
----------------------------------------------------------------
36
The following tables summarize the allocation of the allowance for loan losses
between loan types:
December 31, 2008 December 31, 2007 December 31, 2006
------------------------ ----------------------- ----------------------
Percent of Percent of Percent of
loans in each loans in each loans in each
category to category to category to
(dollars in thousands) Amount total loans Amount total loans Amount total loans
Balance at end of period applicable to:
Commercial, financial and agricultural $7,002 11.9% $2,010 10.6% $1,806 10.2%
Consumer installment 8,470 32.3% 6,796 34.5% 6,278 34.8%
Real estate mortgage 10,967 50.5% 7,170 46.1% 7,222 45.0%
Real estate construction 1,151 5.3% 1,355 8.8% 1,608 10.0%
------- ------ ------- ------ ------- ------
$27,590 100.0% $17,331 100.0% $16,914 100.0%
======= ====== ======= ====== ======= ======
December 31, 2005 December 31, 2004
------------------------- ----------------------
(dollars in thousands) Percent of Percent of
loans in each loans in each
category to category to
Amount total loans Amount total loans
Balance at end of period applicable to:
Commercial, financial and agricultural $1,930 10.3% $2,180 11.9%
Consumer installment 6,099 36.7% 5,067 35.0%
Real estate mortgage 6,967 45.0% 6,366 46.4%
Real estate construction 1,230 8.0% 912 6.7%
------- ------ ------- ------
$16,226 100.0% $14,525 100.0%
======= ====== ======= ======
Other Real Estate Owned
The other real estate owned (OREO) balance was $1,185,000 and $187,000 at
December 31, 2008 and 2007, respectively. OREO properties may consist of a
mixture of land and single family residences.
Intangible Assets
At December 31, 2008 and 2007, the Bank had intangible assets totaling
$16,172,000 and $16,695,000, respectively. Intangible assets at December 31,
2008 and 2007 were comprised of the following:
December 31,
2008 2007
-----------------------------
(dollars in thousands)
Core-deposit intangible $653 $1,176
Goodwill 15,519 15,519
-----------------------------
Total intangible assets $16,172 $16,695
=============================
The core-deposit intangible assets resulted from the Bank's 1997 acquisitions of
certain Wells Fargo branches and Sutter Buttes Savings Bank, and the 2003
acquisition of North State National Bank. At December 31, 2008 the core-deposit
intangible assets related to the Wells Fargo branches and Sutter Buttes Savings
Bank were fully amortized. The goodwill intangible asset resulted from the North
State National Bank acquisition. Amortization of core deposit intangible assets
amounting to $523,000, $490,000, and $1,395,000, was recorded in 2008, 2007, and
2006, respectively.
37
Deposits
Deposits at December 31, 2008 increased $124,047,000 (8.0%) over the 2007
year-end balances to $1,669,270,000. All categories of deposits were up in 2008
except for savings which was relatively flat. Included in the December 31, 2008
certificate of deposit balances is $80,000,000 from the State of California. The
Bank participates in a deposit program offered by the State of California
whereby the State may make deposits at the Bank's request subject to collateral
and creditworthiness constraints. The negotiated rates on these State deposits
are generally favorable to other wholesale funding sources available to the
Bank.
Deposits at December 31, 2007 decreased $53,926,000 (3.4%) over the 2006
year-end balances to $1,545,223,000. Savings deposits increased in 2007 while
all other categories of deposits decreased in 2007. Included in the December 31,
2007 certificate of deposit balances is $40,000,000 from the State of
California.
Long-Term Debt
See Note 7 to the consolidated financial statements at Item 8 of this report for
information about the Company's other borrowings, including long-term debt.
Junior Subordinated Debt
See Note 8 to the consolidated financial statements at Item 8 of this report for
information about the Company's issuance of junior subordinated debt during 2008
and 2007.
Equity
See Note 10 and Note 19 in the consolidated financial statements at Item 8 of
this report for a discussion of shareholders' equity and regulatory capital,
respectively. Management believes that the Company's capital is adequate to
support anticipated growth, meet the cash dividend requirements of the Company
and meet the future risk-based capital requirements of the Bank and the Company.
Market Risk Management
Overview. The goal for managing the assets and liabilities of the Bank is to
maximize shareholder value and earnings while maintaining a high quality balance
sheet without exposing the Bank to undue interest rate risk. The Board of
Directors has overall responsibility for the Company's interest rate risk
management policies. The Bank has an Asset and Liability Management Committee
(ALCO) which establishes and monitors guidelines to control the sensitivity of
earnings to changes in interest rates.
Asset/Liability Management. Activities involved in asset/liability management
include but are not limited to lending, accepting and placing deposits,
investing in securities and issuing debt. Interest rate risk is the primary
market risk associated with asset/liability management. Sensitivity of earnings
to interest rate changes arises when yields on assets change in a different time
period or in a different amount from that of interest costs on liabilities. To
mitigate interest rate risk, the structure of the balance sheet is managed with
the goal that movements of interest rates on assets and liabilities are
correlated and contribute to earnings even in periods of volatile interest
rates. The asset/liability management policy sets limits on the acceptable
amount of variance in net interest margin, net income and market value of equity
under changing interest environments. Market value of equity is the net present
value of estimated cash flows from the Bank's assets, liabilities and
off-balance sheet items. The Bank uses simulation models to forecast net
interest margin, net income and market value of equity.
Simulation of net interest margin, net income and market value of equity under
various interest rate scenarios is the primary tool used to measure interest
rate risk. Using computer-modeling techniques, the Bank is able to estimate the
potential impact of changing interest rates on net interest margin, net income
and market value of equity. A balance sheet forecast is prepared using inputs of
actual loan, securities and interest-bearing liability (i.e.
deposits/borrowings) positions as the beginning base.
38
In the simulation of net interest margin and net income under various interest
rate scenarios, the forecast balance sheet is processed against seven interest
rate scenarios. These seven interest rate scenarios include a flat rate
scenario, which assumes interest rates are unchanged in the future, and six
additional rate ramp scenarios ranging from +300 to -300 basis points around the
flat scenario in 100 basis point increments. These ramp scenarios assume that
interest rates increase or decrease evenly (in a "ramp" fashion) over a
twelve-month period and remain at the new levels beyond twelve months.
The following table summarizes the effect on net interest income and net income
due to changing interest rates as measured against a flat rate (no interest rate
change) scenario. The simulation results shown below assume no changes in the
structure of the Company's balance sheet over the twelve months being measured
(a "flat" balance sheet scenario), and that deposit rates will track general
interest rate changes by approximately 50%:
Interest Rate Risk Simulation of Net Interest Income and Net Income as of
December 31, 2008
Estimated Change in Estimated Change in
Change in Interest Net Interest Income (NII) Net Income (NI)
Rates (Basis Points) (as % of "flat" NII) (as % of "flat" NI)
+300 (ramp) (4.91%) (13.08%)
+200 (ramp) (3.79%) (10.11%)
+100 (ramp) (1.76%) (4.71%)
+ 0 (flat) - -
-100 (ramp) 1.34% 3.57%
-200 (ramp) 1.75% 4.66%
-300 (ramp) 1.75% 4.66%
In the simulation of market value of equity under various interest rate
scenarios, the forecast balance sheet is processed against seven interest rate
scenarios. These seven interest rate scenarios include the flat rate scenario
described above, and six additional rate shock scenarios ranging from +300 to
-300 basis points around the flat scenario in 100 basis point increments. These
rate shock scenarios assume that interest rates increase or decrease immediately
(in a "shock" fashion) and remain at the new level in the future.
The following table summarizes the effect on market value of equity due to
changing interest rates as measured against a flat rate (no change) scenario:
Interest Rate Risk Simulation of Market Value of Equity as of December 31, 2008
Estimated Change in
Change in Interest Market Value of Equity (MVE)
Rates (Basis Points) (as % of "flat" MVE)
+300 (shock) (11.35%)
+200 (shock) (9.04%)
+100 (shock) (5.32%)
+ 0 (flat) -
-100 (shock) 7.16%
-200 (shock) 17.36%
-300 (shock) 27.16%
These results indicate that given a "flat" balance sheet scenario, and if
deposit rates track general interest rate changes by approximately 50%, the
Company's balance sheet is slightly liability sensitive. "Liability sensitive"
implies that earnings decrease when interest rates rise, and increase when
interest rates decrease. The magnitude of all the simulation results noted above
is within the Bank's policy guidelines. The asset liability management policy
limits aggregate market risk, as measured in this fashion, to an acceptable
level within the context of risk-return trade-offs.
39
The simulation results noted above do not incorporate any management actions
that might moderate the negative consequences of interest rate deviations. In
addition, the simulation results noted above contain various assumptions such as
a flat balance sheet, and the rate that deposit interest rates change as general
interest rates change. Therefore, they do not reflect likely actual results, but
serve as estimates of interest rate risk.
As with any method of measuring interest rate risk, certain shortcomings are
inherent in the method of analysis presented in the preceding tables. For
example, although certain of the Bank's assets and liabilities may have similar
maturities or repricing time frames, they may react in different degrees to
changes in market interest rates. In addition, the interest rates on certain of
the Bank's asset and liability categories may precede, or lag behind, changes in
market interest rates. Also, the actual rates of prepayments on loans and
investments could vary significantly from the assumptions utilized in deriving
the results as presented in the preceding tables. Further, a change in U.S.
Treasury rates accompanied by a change in the shape of the treasury yield curve
could result in different estimations from those presented herein. Accordingly,
the results in the preceding tables should not be relied upon as indicative of
actual results in the event of changing market interest rates. Additionally, the
resulting estimates of changes in market value of equity are not intended to
represent, and should not be construed to represent, estimates of changes in the
underlying value of the Bank.
Interest rate sensitivity is a function of the repricing characteristics of the
Bank's portfolio of assets and liabilities. One aspect of these repricing
characteristics is the time frame within which the interest-bearing assets and
liabilities are subject to change in interest rates either at replacement,
repricing or maturity. An analysis of the repricing time frames of
interest-bearing assets and liabilities is sometimes called a "gap" analysis
because it shows the gap between assets and liabilities repricing or maturing in
each of a number of periods. Another aspect of these repricing characteristics
is the relative magnitude of the repricing for each category of interest earning
asset and interest-bearing liability given various changes in market interest
rates. Gap analysis gives no indication of the relative magnitude of repricing
given various changes in interest rates. Interest rate sensitivity management
focuses on the maturity of assets and liabilities and their repricing during
periods of changes in market interest rates. Interest rate sensitivity gaps are
measured as the difference between the volumes of assets and liabilities in the
Bank's current portfolio that are subject to repricing at various time horizons.
The following interest rate sensitivity table shows the Bank's repricing gaps as
of December 31, 2008. In this table transaction deposits, which may be repriced
at will by the Bank, have been included in the less than 3-month category. The
inclusion of all of the transaction deposits in the less than 3-month repricing
category causes the Bank to appear liability sensitive. Because the Bank may
reprice its transaction deposits at will, transaction deposits may or may not
reprice immediately with changes in interest rates. In recent years of moderate
interest rate changes the Bank's earnings have reacted as though the gap
position is slightly asset sensitive mainly because the magnitude of
interest-bearing liability repricing has been less than the magnitude of
interest-earning asset repricing. This difference in the magnitude of asset and
liability repricing is mainly due to the Bank's strong core deposit base, which
although deposits may be repriced within three months, historically, the timing
of their repricing has been longer than three months and the magnitude of their
repricing has been minimal.
40
Due to the limitations of gap analysis, as described above, the Bank does not
actively use gap analysis in managing interest rate risk. Instead, the Bank
relies on the more sophisticated interest rate risk simulation model described
above as its primary tool in measuring and managing interest rate risk.
Interest Rate Sensitivity - December 31, 2008 Repricing within:
(dollars in thousands) ----------------------------------------------------------------------------
Less than 3 3 - 6 6 - 12 1 - 5 Over
months months months years 5 years
----------------------------------------------------------------------------
Interest-earning assets:
Federal funds sold $ - $ - $ - $ - $ -
Securities 32,798 40,577 71,322 96,645 25,219
Loans 666,446 90,124 126,234 589,548 118,497
Interest-earning cash 21,880 - 100 - -
----------------------------------------------------------------------------
Total interest-earning assets $721,124 130,701 197,656 686,193 143,716
----------------------------------------------------------------------------
Interest-bearing liabilities
Transaction deposits $622,359 $ - $ - $ - $ -
Time 307,110 151,632 141,694 45,215 12
Federal funds purchased - - - - -
Other borrowings 101,939 24 42 - -
Junior subordinated debt 41,238 - - - -
----------------------------------------------------------------------------
Total interest-bearing liabilities $1,072,646 151,656 141,736 45,215 12
----------------------------------------------------------------------------
Interest sensitivity gap ($351,522) (20,955) 55,920 640,978 143,704
Cumulative sensitivity gap ($351,522) (372,477) (316,557) 324,421 468,125
As a percentage of earning assets:
Interest sensitivity gap (18.70%) (1.11%) 2.98% 34.11% 7.65%
Cumulative sensitivity gap (18.70%) (19.82%) (16.84%) 17.26% 24.91%
Liquidity
Liquidity refers to the Bank's ability to provide funds at an acceptable cost to
meet loan demand and deposit withdrawals, as well as contingency plans to meet
unanticipated funding needs or loss of funding sources. These objectives can be
met from either the asset or liability side of the balance sheet. Asset
liquidity sources consist of the repayments and maturities of loans, selling of
loans, short-term money market investments, maturities of securities and sales
of securities from the available-for-sale portfolio. These activities are
generally summarized as investing activities in the Consolidated Statement of
Cash Flows. Net cash used by investing activities totaled approximately
$81,697,000 in 2008. Increased securities and loan balances were responsible for
the major use of funds in this category.
Liquidity is generated from liabilities through deposit growth and borrowings.
These activities are included under financing activities in the Consolidated
Statement of Cash Flows. In 2008, financing activities provided funds totaling
$42,467,000. During 2008, a net increase in deposit balances provided funds
amounting to $124,047,000 while decreases in Federal funds purchased and
payments of principal on long-term other borrowings used $56,000,000 and
$21,578,000 of funds, respectively. The Bank also had available correspondent
banking lines of credit totaling $50,000,000 at year-end 2008. In addition, at
December 31, 2008, the Company had loans and securities available to pledge
towards future borrowings from the Federal Home Loan Bank of up to $448,580,000.
As of December 31, 2008, the Company had $102,005,000 of long-term debt and
other borrowings as described in Note 7 of the consolidated financial statements
of the Company and the related notes at Item 8 of this report. While these
sources are expected to continue to provide significant amounts of funds in the
future, their mix, as well as the possible use of other sources, will depend on
future economic and market conditions. Liquidity is also provided or used
through the results of operating activities. In 2008, operating activities
provided cash of $36,787,000.
The Bank classifies its entire investment portfolio as available for sale (AFS).
The AFS securities plus cash and cash equivalents in excess of reserve
requirements totaled $340,598,000 at December 31, 2008, which was 16.7% of total
assets at that time. This was up from $310,837,000 and 15.7% at the end of 2007.
41
It is anticipated that loan demand will be weak during 2009, although such
demand will be dictated by economic and competitive conditions. The Company
aggressively solicits non-interest bearing demand deposits and money market
checking deposits, which are the least sensitive to interest rates. The growth
of deposit balances is subject to heightened competition, the success of the
Company's sales efforts, delivery of superior customer service and market
conditions. The recent series of reductions in the federal funds rate resulted
in declining short-term interest rates, which could impact deposit volumes in
the future. Depending on economic conditions, interest rate levels, and a
variety of other conditions, deposit growth may be used to fund loans, to reduce
short-term borrowings or purchase investment securities. However, due to
concerns such as uncertainty in the general economic environment, competition
and political uncertainty, loan demand and levels of customer deposits are not
certain.
The principal cash requirements of the Company are dividends on common stock
when declared. The Company is dependent upon the payment of cash dividends by
the Bank to service its commitments. Shareholder dividends are expected to
continue subject to the Board's discretion and continuing evaluation of capital
levels, earnings, asset quality and other factors. The Company expects that the
cash dividends paid by the Bank to the Company will be sufficient to meet this
payment schedule. Dividends from the Bank are subject to certain regulatory
restrictions.
The maturity distribution of certificates of deposit in denominations of
$100,000 or more is set forth in the following table. These deposits are
generally more rate sensitive than other deposits and, therefore, are more
likely to be withdrawn to obtain higher yields elsewhere if available. The Bank
participates in a program wherein the State of California places time deposits
with the Bank at the Bank's option. At December 31, 2008, 2007 and 2006, the
Bank had $80,000,000, $40,000,000 and $20,000,000, respectively, of these State
deposits.
Certificates of Deposit in Denominations of $100,000 or More
Amounts as of December 31,
------------------------------------------
(dollars in thousands) 2008 2007 2006
------------------------------------------
Time remaining until maturity:
Less than 3 months $174,715 $171,594 $125,088
3 months to 6 months 62,051 51,729 77,585
6 months to 12 months 55,105 26,968 37,171
More than 12 months 18,319 12,686 14,306
-----------------------------------------
Total $310,190 $262,977 $254,150
=========================================
Loan demand also affects the Bank's liquidity position. The following table
presents the maturities of loans, net of deferred loan costs, at December 31,
2008:
After
One But
Within Within After 5
One Year 5 Years Years Total
---------------------------------------------------------
(dollars in thousands)
Loans with predetermined interest rates:
Commercial, financial and agricultural $22,142 $36,663 $3,491 $62,296
Consumer installment 41,959 83,761 62,207 187,927
Real estate mortgage 39,906 113,597 118,014 271,517
Real estate construction 33,824 10,053 146 44,023
-----------------------------------------------------------
$137,831 $244,074 $183,858 $565,763
-----------------------------------------------------------
Loans with floating interest rates:
Commercial, financial and agricultural $100,424 $25,562 $1,361 $127,347
Consumer installment 326,521 - - 326,521
Real estate mortgage 25,291 111,762 393,959 531,012
Real estate construction 21,427 11,709 7,070 40,206
----------------------------------------------------------
$473,663 $149,033 $402,390 $1,025,086
----------------------------------------------------------
Total loans $611,494 $393,107 $586,248 $1,590,849
==========================================================
42
The maturity distribution and yields of the investment portfolio at December 31,
2008 is presented in the following table. The timing of the maturities indicated
in the table below is based on final contractual maturities. Most
mortgage-backed securities return principal throughout their contractual lives.
As such, the weighted average life of mortgage-backed securities based on
outstanding principal balance is usually significantly shorter than the final
contractual maturity indicated below. At December 31, 2008, the Bank had no
held-to-maturity securities.
After One Year After Five Years
Within but Through but Through After Ten
One Year Five Years Ten Years Years Total
-------------------------------------------------------------------------------------
Amount Yield Amount Yield Amount Yield Amount Yield Amount Yield
(dollars in thousands) -------------------------------------------------------------------------------------
Securities Available-for-Sale (dollars in thousands)
------------------------------
Obligations of US government
corporations and agencies $241 5.58% $48,766 3.92% $37,242 4.17% $156,729 5.78% $242,978 5.16%
Obligations of states and
political subdivisions 411 7.08% 3,204 7.39% 11,520 7.68% 7,529 6.44% 22,664 7.21%
Corporate bonds - - - - - - 919 3.50% 919 3.50%
----------------------------------------------------------------------------------------------------------------------------
Total securities available-for-sale $652 6.53% $51,970 4.14% $48,762 5.00% $165,177 5.80% $266,561 5.33%
============================================================================================================================
Off-Balance Sheet Items
The Bank has certain ongoing commitments under operating and capital leases. See
Note 5 of the financial statements at Item 8 of this report for the terms. These
commitments do not significantly impact operating results. As of December 31,
2008 commitments to extend credit and commitments related to the Bank's deposit
overdraft privilege product were the Bank's only financial instruments with
off-balance sheet risk. The Bank has not entered into any material contracts for
financial derivative instruments such as futures, swaps, options, etc.
Commitments to extend credit were $643,365,000 and $690,633,000 at December 31,
2008 and 2007, respectively, and represent 40.4% of the total loans outstanding
at year-end 2008 versus 44.5% at December 31, 2007. Commitments related to the
Bank's deposit overdraft privilege product totaled $35,883,000 and $33,517,000
at December 31, 2008 and 2007, respectively.
Certain Contractual Obligations
The following chart summarizes certain contractual obligations of the Company as
of December 31, 2008:
Less than 1-3 3-5 More than
(dollars in thousands) Total one year years years 5 years
------------------------------------------------------------
FHLB loan, fixed rate of 5.77%
payable on February 23, 2009 1,000 1,000 - - -
Capital lease obligation(2) 90 90 - - -
Other collateralized borrowings,
fixed rate of 0.85 % payable on January 2, 2009 50,915 50,915 - - -
Repurchase Agreement(3) 50,000 - - 50,000 -
Junior subordinated debt(4) 20,619 - - - 20,619
Junior subordinated debt(5) 20,619 - - - 20,619
Operating lease obligations 7,135 2,123 3,114 1,440 458
Deferred compensation(1) 6,179 645 1,212 922 3,400
Supplemental retirement plans(1) 4,316 583 1,117 971 1,645
-------------------------------------------------------------
Total contractual obligations $160,873 $55,356 $5,443 $53,333 $46,741
==============================================================
(1) These amounts represent known certain payments to participants under the
Company's deferred compensation and supplemental retirement plans. See Note
14 in the financial statements at Item 8 of this report for additional
information related to the Company's deferred compensation and supplemental
retirement plan liabilities.
(2) Capital lease obligation on premises, effective rate of 13% payable monthly
in varying amounts through December 1, 2009.
(3) Repurchase agreement, adjustable rate of three-month LIBOR less 0.29% until
August 30, 2009 with a floor rate of 0.00% and a cap rate of 4.72% after
which, rate is fixed at 4.72% and is callable in its entirety by
counterparty on a quarterly basis, matures on August 30, 2012.
(4) Junior subordinated debt, adjustable rate of three-month LIBOR plus 3.05%,
callable in whole or in part by the Company on a quarterly basis beginning
October 7, 2008, matures October 7, 2033.
(5) Junior subordinated debt, adjustable rate of three-month LIBOR plus 2.55%,
callable in whole or in part by the Company on a quarterly basis beginning
July 23, 2009, matures July 23, 2034.
43
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK See "Market
Risk Management" under Item 7 of this report which is incorporated herein.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO FINANCIAL STATEMENTS
Page
Consolidated Balance Sheets as of December 31, 2008 and 2007 45
Consolidated Statements of Income for
the years ended December 31, 2008, 2007, and 2006 46
Consolidated Statements of Changes in Shareholders' Equity
for the years ended December 31, 2008, 2007, and 2006 47
Consolidated Statements of Cash Flows for the years ended
December 31, 2008, 2007, and 2006 48
Notes to Consolidated Financial Statements 49
Management's Report of Internal Control over Financial Reporting 76
Independent Registered Public Accounting Firm's Reports 77
44
TRICO BANCSHARES
CONSOLIDATED BALANCE SHEETS
At December 31,
2008 2007
--------------------------
Assets: (in thousands, except share data)
Cash and due from banks $86,355 $88,798
--------------------------
Cash and cash equivalents 86,355 88,798
Securities available-for-sale 266,561 232,427
Federal Home Loan Bank stock, at cost 9,235 8,766
Loans, net of allowance for loan losses
of $27,590 and $17,331 1,563,259 1,534,635
Foreclosed assets, net of allowance for losses
of $230 and $180 1,185 187
Premises and equipment, net 18,841 20,492
Cash value of life insurance 46,815 44,981
Accrued interest receivable 7,935 8,554
Goodwill 15,519 15,519
Other intangible assets, net 653 1,176
Other assets 26,832 25,086
--------------------------
Total assets $2,043,190 $1,980,621
==========================
Liabilities and Shareholders' Equity:
Liabilities:
Deposits:
Noninterest-bearing demand $401,247 $378,680
Interest-bearing 1,268,023 1,166,543
--------------------------
Total deposits 1,669,270 1,545,223
Federal funds purchased - 56,000
Accrued interest payable 6,146 7,871
Reserve for unfunded commitments 2,565 2,090
Other liabilities 24,034 23,195
Other borrowings 102,005 116,126
Junior subordinated debt 41,238 41,238
--------------------------
Total liabilities 1,845,258 1,791,743
--------------------------
Commitments and contingencies (Notes 5, 9, 14 and 16)
Shareholders' equity:
Common stock, no par value: 50,000,000 shares authorized;
issued and outstanding:
15,756,101 at December 31, 2008 78,246
15,911,550 at December 31, 2007 78,775
Retained earnings 117,630 111,655
Accumulated other comprehensive income (loss, net 2,056 (1,552)
of tax) ---------------------------
Total shareholders' equity 197,932 188,878
---------------------------
Total liabilities and shareholders' equity $2,043,190 $1,980,621
===========================
The accompanying notes are an integral part of these consolidated financial
statements.
45
TRICO BANCSHARES
CONSOLIDATED STATEMENTS OF INCOME
Years ended December 31,
------------------------------
2008 2007 2006
------------------------------
Interest and dividend income: (in thousands, except per share data)
Loans, including fees $107,896 $117,639 $109,769
Debt securities:
Taxable 11,526 7,712 8,373
Tax exempt 1,187 1,454 1,749
Dividends 469 446 376
Interest bearing cash at
Federal Reserve and other banks 31 - -
Federal funds sold 3 17 56
------------------------------
Total interest and dividend income 121,112 127,268 120,323
------------------------------
Interest expense:
Deposits 24,461 31,423 25,460
Federal funds purchased 1,999 2,880 4,116
Other borrowings 2,512 2,983 1,667
Junior subordinated debt 2,580 3,296 3,202
------------------------------
Total interest expense 31,552 40,582 34,445
------------------------------
Net interest income 89,560 86,686 85,878
Provision for loan losses 20,950 3,032 1,289
------------------------------
Net interest income after provision for loan 68,610 83,654 84,589
losses ------------------------------
Noninterest income:
Service charges and fees 20,555 21,200 19,809
Gain on sale of loans 1,127 994 1,224
Commissions on sale of non-deposit
investment products 2,069 2,331 1,946
Increase in cash value of life insurance 1,834 1,445 1,767
Other 1,502 1,620 1,509
------------------------------
Total noninterest income 27,087 27,590 26,255
Noninterest expense:
Salaries and related benefits 38,112 38,066 36,455
Other 30,626 30,840 30,271
------------------------------
Total noninterest expense 68,738 68,906 66,726
------------------------------
Income before income taxes 26,959 42,338 44,118
------------------------------
Provision for income taxes 10,161 16,645 17,288
------------------------------
Net income $16,798 $25,693 $26,830
==============================
Earnings per share:
Basic $1.07 $1.62 $1.70
Diluted $1.05 $1.57 $1.64
The accompanying notes are an integral part of these consolidated financial
statements.
46
TRICO BANCSHARES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
Years Ended December 31, 2008, 2007 and 2006
Accumulated
Shares of Other
Common Common Retained Comprehensive
Stock Stock Earnings (Loss) Income Total
(in thousands, except share data) --------------------------------------------------------------
Balance at December 31, 2005 15,707,835 $71,412 $81,906 ($3,825) $149,493
Comprehensive income:
Net income 26,830 26,830
Change in net unrealized loss on
Securities available for sale, net 519 519
-------
Total comprehensive income 27,349
Adjustment to initially apply FASB
Statement No. 158, net of tax (1,215) (1,215)
Stock option vesting 662 662
Stock options exercised 190,287 1,646 1,646
Tax benefit of stock options exercised 205 205
Repurchase of common stock (40,915) (186) (923) (1,109)
Dividends paid ($0.48 per share) (7,595) (7,595)
-------------------------------------------------------------
Balance at December 31, 2006 15,857,207 $73,739 $100,218 ($4,521) $169,436
Comprehensive income:
Net income 25,693 25,693
Change in net unrealized gain on
Securities available for sale, net 2,983 2,983
Change in minimum pension liability, net (14) (14)
-------
Total comprehensive income 28,662
Stock option vesting 782 782
Stock options exercised 382,350 4,080 4,080
Tax benefit of stock options exercised 1,731 1,731
Repurchase of common stock (328,007) (1,557) (5,986) (7,543)
Dividends paid ($0.52 per share) (8,270) (8,270)
-------------------------------------------------------------
Balance at December 31, 2007 15,911,550 $78,775 $111,655 ($1,552) $188,878
Comprehensive income:
Net income 16,798 16,798
Change in net unrealized gain on
Securities available for sale, net 2,804 2,804
Change in joint beneficiary agreement
liability, net 54 54
Change in minimum pension liability, net 750 750
--------
Total comprehensive income 20,406
Cummulative effect of change in accounting
principle, net of tax (522) (522)
Stoc option vesting 629 629
Stock options exercised 17,620 142 142
Reversal of tax benefit of stock options (444) (444)
exercised
Repurchase of common stock (173,069) (856) (2,108) (2,964)
Dividends paid ($0.52 per share) (8,193) (8,193)
-------------------------------------------------------------
Balance at December 31, 2008 15,756,101 $78,246 $117,630 $2,056 $197,932
=============================================================
The accompanying notes are an integral part of these consolidated financial
statements.
47
TRICO BANCSHARES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended December 31,
---------------------------------------------
2008 2007 2006
---------------------------------------------
Operating activities: (in thousands)
Net income $16,798 $25,693 $26,830
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation of premises and equipment, and amortization 3,433 3,719 3,710
Amortization of intangible assets 523 490 1,395
Provision for loan losses 20,950 3,032 1,289
Amortization of investment securities premium, net 303 647 898
Gain on sale of investments - - (12)
Originations of loans for resale (74,956) (63,777) (69,707)
Proceeds from sale of loans originated for resale 75,338 64,106 70,257
Gain on sale of loans (1,127) (994) (1,224)
Change in market value of mortgage servicing rights 1,860 490 400
Loss on sale of fixed assets 2 6 28
Increase in cash value of life insurance (1,834) (1,445) (1,767)
Stock option vesting expense 629 782 662
Stock option excess tax benefits 444 (1,731) (205)
Deferred income tax benefit (5,698) (506) (1,679)
Change in:
Interest receivable 619 173 (1,086)
Interest payable (1,725) 323 3,042
Other assets and liabilities, net 1,228 1,129 37
-----------------------------------------------
Net cash provided by operating activities 36,787 32,137 32,868
-----------------------------------------------
Investing activities:
Proceeds from maturities of securities available-for-sale 50,414 49,256 52,043
Proceeds from sale of securities available-for-sale - - 10,779
Purchases of securities available-for-sale (80,012) (78,822) (896)
Purchase of Federal Home Loan Bank stock (469) (446) (718)
Loan originations and principal collections, net (51,000) (44,889) (125,445)
Proceeds from sale of premises and equipment 2 12 5
Proceeds from sale of other real estate owned 428 - -
Purchases of premises and equipment (1,060) (1,751) (3,781)
-----------------------------------------------
Net cash used by investing activities (81,697) (76,640) (68,013)
-----------------------------------------------
Financing activities:
Net (decrease) increase in deposits 124,047 (53,926) 102,352
Net change in federal funds purchased (56,000) 18,000 (58,800)
Increase in long-term other borrowings - 50,000 -
Payments of principal on long-term other borrowings (21,578) (67) (58)
Net change in short-term other borrowings 7,457 26,282 8,579
Stock option excess tax benefits (444) 1,731 205
Repurchase of common stock (2,822) (4,167) -
Dividends paid (8,193) (8,270) (7,595)
Exercise of stock options - 704 537
----------------------------------------------
Net cash provided by financing activities 42,467 30,287 45,220
----------------------------------------------
Net change in cash and cash equivalents (2,443) (14,216) 10,075
----------------------------------------------
Cash and cash equivalents and beginning of year 88,798 103,014 92,939
----------------------------------------------
Cash and cash equivalents at end of year $86,355 $88,798 $103,014
==============================================
Supplemental disclosure of noncash activities:
Unrealized gain (loss) on securities available for sale $4,839 $5,147 $895
Loans transferred to other real estate 1,426 187 -
Market value of share tendered by employees in-lieu of
cash to pay for exercise of options and/or related taxes 142 3,376 1,109
Supplemental disclosure of cash flow activity:
Cash paid for interest expense 32,277 40,259 31,403
Cash paid for income taxes 14,850 16,300 19,825
The accompanying notes are an integral part of these consolidated financial
statements.
48
TRICO BANCSHARES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2008, 2007 and 2006
Note 1 - Summary of Significant Accounting Policies
Principles of Consolidation
The consolidated financial statements include the accounts of the Company, and
its wholly-owned subsidiary, Tri Counties Bank (the "Bank"). All significant
intercompany accounts and transactions have been eliminated in consolidation.
Nature of Operations The Company operates 32 branch offices and 25 in-store
branch offices in the California counties of Butte, Contra Costa, Del Norte,
Fresno, Glenn, Kern, Lake, Lassen, Madera, Mendocino, Merced, Napa, Nevada,
Placer, Sacramento, Shasta, Siskiyou, Stanislaus, Sutter, Tehama, Tulare, Yolo
and Yuba. The Company's operating policy since its inception has emphasized
retail banking. Most of the Company's customers are retail customers and small
to medium sized businesses.
Use of Estimates in the Preparation of Financial Statements The preparation of
financial statements in conformity with accounting principles generally accepted
in the United States of America requires Management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. On an on-going basis, the Company evaluates its estimates,
including those related to the adequacy of the allowance for loan losses,
investments, intangible assets, income taxes and contingencies. The Company
bases its estimates on historical experience and on various other assumptions
that are believed to be reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying values of assets and
liabilities that are not readily apparent from other sources. Actual results may
differ from these estimates under different assumptions or conditions. The
allowance for loan losses, goodwill and other intangible assessments, income
taxes, and the valuation of mortgage servicing rights, are the only accounting
estimates that materially affect the Company's consolidated financial
statements.
Significant Group Concentration of Credit Risk
The Company grants agribusiness, commercial, consumer, and residential loans to
customers located throughout the northern San Joaquin Valley, the Sacramento
Valley and northern mountain regions of California. The Company has a
diversified loan portfolio within the business segments located in this
geographical area. The Company currently classifies all its operation into one
business segment that it denotes as community banking.
Cash and Cash Equivalents
For purposes of the consolidated statements of cash flows, cash and cash
equivalents include cash on hand, amounts due from banks and federal funds sold.
Investment Securities
The Company classifies its debt and marketable equity securities into one of
three categories: trading, available-for-sale or held-to-maturity. Trading
securities are bought and held principally for the purpose of selling in the
near term. Held-to-maturity securities are those securities which the Company
has the ability and intent to hold until maturity. All other securities not
included in trading or held-to-maturity are classified as available-for-sale. In
2008 and 2007, the Company did not have any securities classified as either
held-to-maturity or trading.
Available-for-sale securities are recorded at fair value. Unrealized gains and
losses, net of the related tax effect, on available-for-sale securities are
reported as a separate component of other accumulated comprehensive income
(loss) in shareholders' equity until realized.
Premiums and discounts are amortized or accreted over the life of the related
investment security as an adjustment to yield using the effective interest
method. Dividend and interest income are recognized when earned. Realized gains
and losses for securities are included in earnings and are derived using the
specific identification method for determining the cost of securities sold.
Unrealized losses due to fluctuations in fair value of securities held to
maturity or available for sale are recognized through earnings when it is
determined that an other than temporary decline in value has occurred.
Federal Home Loan Bank Stock
The Bank is a member of the Federal Home Loan Bank of San Francisco ("FHLB"),
and as a condition of membership, it is required to purchase stock. The amount
of FHLB stock required to be purchased is based on the borrowing capacity
desired by the Bank. While technically these are considered equity securities,
there is no market for the FHLB stock. Therefore, the shares are considered as
restricted investment securities. Such investment is carried at cost.
49
Loans Held for Sale
Loans originated and intended for sale in the secondary market are carried at
the lower of aggregate cost or fair value, as determined by aggregate
outstanding commitments from investors of current investor yield requirements.
Net unrealized losses are recognized through a valuation allowance by charges to
income. At December 31, 2008 and 2007, the Company's balance of loans held for
sale was immaterial.
Mortgage loans held for sale are generally sold with the mortgage servicing
rights retained by the Company. The carrying value of mortgage loans sold is
reduced by the cost allocated to the associated mortgage servicing rights. Gains
or losses on the sale of loans that are 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
Loans are reported at the principal amount outstanding, net of unearned income
and the allowance for loan losses. Loan origination and commitment fees and
certain direct loan origination costs are deferred, and the net amount is
amortized as an adjustment of the related loan's yield over the actual life of
the loan. Loans on which the accrual of interest has been discontinued are
designated as nonaccrual loans. Accrual of interest on loans is generally
discontinued either when reasonable doubt exists as to the full, timely
collection of interest or principal or when a loan becomes contractually past
due by 90 days or more with respect to interest or principal. When loans are 90
days past due, but in Management's judgment are well secured and in the process
of collection, they may be classified as accrual. When a loan is placed on
nonaccrual status, all interest previously accrued but not collected is
reversed. Income on such loans is then recognized only to the extent that cash
is received and where the future collection of principal is probable. Interest
accruals are resumed on such loans only when they are brought fully current with
respect to interest and principal and when, in the judgment of Management, the
loans are estimated to be fully collectible as to both principal and interest.
All impaired loans are classified as nonaccrual loans.
Reserve for Unfunded Commitments
The reserve for unfunded commitments is established through a provision for
losses - unfunded commitments charged to noninterest expense. The reserve for
unfunded commitments is an amount that Management believes will be adequate to
absorb probable losses inherent in existing commitments, including unused
portions of revolving lines of credits and other loans, standby letters of
credits, and unused deposit account overdraft privilege. The reserve for
unfunded commitments is based on evaluations of the collectibility, and prior
loss experience of unfunded commitments. The evaluations take into consideration
such factors as changes in the nature and size of the loan portfolio, overall
loan portfolio quality, loan concentrations, specific problem loans and related
unfunded commitments, and current economic conditions that may affect the
borrower's or depositor's ability to pay.
Allowance for Loan Losses
The allowance for loan losses is established through a provision for loan losses
charged to expense. Loans and deposit related overdrafts are charged against the
allowance for loan losses when Management believes that the collectibility of
the principal is unlikely or, with respect to consumer installment loans,
according to an established delinquency schedule. The allowance is an amount
that Management believes will be adequate to absorb probable losses inherent in
existing loans and leases, based on evaluations of the collectibility,
impairment and prior loss experience of loans and leases. The evaluations take
into consideration such factors as changes in the nature and size of the
portfolio, overall portfolio quality, loan concentrations, specific problem
loans, and current economic conditions that may affect the borrower's ability to
pay. The Company defines a loan as impaired when it is probable the Company will
be unable to collect all amounts due according to the contractual terms of the
loan agreement. Impaired loans are measured based on the present value of
expected future cash flows discounted at the loan's original effective interest
rate. As a practical expedient, impairment may be measured based on the loan's
observable market price or the fair value of the collateral if the loan is
collateral dependent. When the measure of the impaired loan is less than the
recorded investment in the loan, the impairment is recorded through a valuation
allowance.
Credit risk is inherent in the business of lending. As a result, the Company
maintains an allowance for loan losses to absorb losses inherent in the
Company's loan portfolio. This is maintained through periodic charges to
earnings. These charges are shown in the Consolidated Income Statements as
provision for loan losses. All specifically identifiable and quantifiable losses
are immediately charged off against the allowance. However, for a variety of
reasons, not all losses are immediately known to the Company and, of those that
are known, the full extent of the loss may not be quantifiable at that point in
time. The balance of the Company's allowance for loan losses is meant to be an
estimate of these unknown but probable losses inherent in the portfolio. For
purposes of this discussion, "loans" shall include all loans and lease contracts
that are part of the Company's portfolio.
50
The Company formally assesses the adequacy of the allowance on a quarterly
basis. Determination of the adequacy is based on ongoing assessments of the
probable risk in the outstanding loan portfolio, and to a lesser extent the
Company's loan commitments. These assessments include the periodic re-grading of
credits based on changes in their individual credit characteristics including
delinquency, seasoning, recent financial performance of the borrower, economic
factors, changes in the interest rate environment, growth of the portfolio as a
whole or by segment, and other factors as warranted. Loans are initially graded
when originated. They are re-graded as they are renewed, when there is a new
loan to the same borrower, when identified facts demonstrate heightened risk of
nonpayment, or if they become delinquent. Re-grading of larger problem loans
occur at least quarterly. Confirmation of the quality of the grading process is
obtained by independent credit reviews conducted by consultants specifically
hired for this purpose and by various bank regulatory agencies.
The Company's method for assessing the appropriateness of the allowance for loan
losses includes specific allowances for identified problem loans and leases as
determined by SFAS 114, formula allowance factors for pools of credits, and
allowances for changing environmental factors (e.g., interest rates, growth,
economic conditions, etc.). Allowance factors for loan pools are based on the
previous 5 years historical loss experience by product type. Allowances for
specific loans are based on SFAS 114 analysis of individual credits. Allowances
for changing environmental factors are Management's best estimate of the
probable impact these changes have had on the loan portfolio as a whole.
Based on the current conditions of the loan portfolio, Management believes that
the allowance for loan losses ($27,590,000) and the reserve for unfunded
commitments ($2,565,000), which collectively stand at $30,155,000 at December
31, 2008, are adequate to absorb probable losses inherent in the Company's loan
portfolio. No assurance can be given, however, that adverse economic conditions
or other circumstances will not result in increased losses in the portfolio.
Mortgage Servicing Rights
Mortgage servicing rights (MSRs) represent the Company's right to a future
stream of cash flows based upon the contractual servicing fee associated with
servicing mortgage loans. Our MSRs arise from residential mortgage loans that we
originate and sell, but retain the right to service the loans. For sales of
residential mortgage loans, a portion of the cost of originating the loan is
allocated to the servicing right based on the fair values of the loan and the
servicing right. The net gain from the retention of the servicing right is
included in gain on sale of loans in noninterest income when the loan is sold.
Fair value is based on market prices for comparable mortgage servicing
contracts, when available, or alternatively, is based on a valuation model that
calculates the present value of estimated future net servicing income. The
valuation model incorporates assumptions that market participants would use in
estimating future net servicing income, such as the cost to service, the
discount rate, the custodial earnings rate, an inflation rate, ancillary income,
prepayment speeds and default rates and losses. MSRs are included in other
assets. Servicing fees are recorded in noninterest income when earned.
The determination of fair value of our MSRs requires management judgment because
they are not actively traded. The determination of fair value for MSRs requires
valuation processes which combine the use of discounted cash flow models and
extensive analysis of current market data to arrive at an estimate of fair
value. The cash flow and prepayment assumptions used in our discounted cash flow
model are based on empirical data drawn from the historical performance of our
MSRs, which we believe are consistent with assumptions used by market
participants valuing similar MSRs, and from data obtained on the performance of
similar MSRs. The key assumptions used in the valuation of MSRs include mortgage
prepayment speeds and the discount rate. These variables can, and generally
will, change from quarter to quarter as market conditions and projected interest
rates change. The key risks inherent with MSRs are prepayment speed and changes
in interest rates. The Company uses an independent third party to determine fair
value of MSRs.
The following tables summarize the activity in, and the main assumptions we used
to determine the fair value of mortgage servicing rights for the periods
indicated (dollars in thousands):
Years ended December 31,
-------------------------
2008 2007
-------------------------
Mortgage servicing rights:
Balance at beginning of period $4,087 $3,912
Additions 745 665
Change in fair value (1,860) (490)
-------------------------
Balance at end of period $2,972 $4,087
=========================
Servicing fees received $1,036 $997
Balance of loans serviced at:
Beginning of period $406,743 $389,636
End of period $431,195 $406,743
Weighted-average prepayment speed (CPR) 25.4% 12.7%
Discount rate 9.0% 10.0%
The changes in fair value of MSRs that occurred during 2008 were mainly due to
changes in estimate life of the MSRs and the discount rate. The changes in fair
value of MSRs that occurred during 2007 were mainly due to changes in estimate
life of the MSRs.
51
Off-Balance Sheet Credit Related Financial Instruments
In the ordinary course of business, the Company has entered into commitments to
extend credit, including commitments under credit card arrangements, commercial
letters of credit, and standby letters of credit. Such financial instruments are
recorded when they are funded.
Premises and Equipment
Land is carried at cost. Buildings and equipment, including those acquired under
capital lease, are stated at cost less accumulated depreciation and
amortization. Depreciation and amortization expenses are computed using the
straight-line method over the estimated useful lives of the related assets or
lease terms. Asset lives range from 3-10 years for furniture and equipment and
15-40 years for land improvements and buildings.
Foreclosed Assets
Assets acquired through, or in lieu of, loan foreclosure are held for sale and
are initially recorded at fair value at the date of foreclosure, establishing a
new cost basis. Subsequent to foreclosure, management periodically performs
valuations and the assets are carried at the lower of carrying amount or fair
value less cost to sell. Revenue and expenses from operations and changes in the
valuation allowance are included in other noninterest expense.
Goodwill and Other Intangible Assets
Goodwill represents the excess of costs over fair value of net assets of
businesses acquired. Goodwill and other intangible assets acquired in a purchase
business combination and determined to have an indefinite useful life are not
amortized, but instead tested for impairment at least annually. Intangible
assets with estimable useful lives are amortized over their respective estimated
useful lives to their estimated residual values, and reviewed for impairment.
The Company has identifiable intangible assets consisting of core deposit
premiums and minimum pension liability. Core deposit premiums are amortized
using an accelerated method over a period of ten years. Intangible assets
related to minimum pension liability are adjusted annually based upon actuarial
estimates.
The following table summarizes the Company's goodwill intangible as of December
31, 2008 and 2007.
December 31, December 31,
(Dollar in Thousands) 2007 Additions Reductions 2008
-------------------------------------------------
Goodwill $15,519 - - $15,519
=================================================
The following table summarizes the Company's core deposit intangibles as of
December 31, 2008 and 2007.
December 31, December 31,
(Dollar in Thousands) 2007 Additions Reductions 2008
-------------------------------------------------
Core deposit intangibles $3,365 - - $3,365
Accumulated amortization (2,189) - ($523) (2,712)
-------------------------------------------------
Core deposit intangibles, net $1,176 - ($523) $653
=================================================
Core deposit intangibles are amortized over their expected useful lives. Such
lives are periodically reassessed to determine if any amortization period
adjustments are indicated. The following table summarizes the Company's
estimated core deposit intangible amortization for each of the five succeeding
years:
Estimated Core Deposit
Intangible Amortization
Years Ended (Dollar in thousands)
----------- -----------------------
2009 $328
2010 $260
2011 $65
Thereafter -
Impairment of Long-Lived Assets and Goodwill
Long-lived assets, such as premises and equipment, and purchased intangibles
subject to amortization, are reviewed for impairment whenever events or changes
in circumstances indicate that the carrying amount of an asset may not be
recoverable. Recoverability of assets to be held and used is measured by a
comparison of the carrying amount of an asset to estimated undiscounted future
cash flows expected to be generated by the asset. If the carrying amount of an
asset exceeds its estimated future cash flows, an impairment charge is
recognized by the amount by which the carrying amount of the asset exceeds the
fair value of the asset. Assets to be disposed of would be separately presented
in the balance sheet and reported at the lower of the carrying amount or fair
value less costs to sell, and are no longer depreciated. The assets and
liabilities of a disposed group classified as held for sale would be presented
separately in the appropriate asset and liability sections of the balance sheet.
52
On December 31 of each year, goodwill is tested for impairment, and is tested
for impairment more frequently if events and circumstances indicate that the
asset might be impaired. An impairment loss is recognized to the extent that the
carrying amount exceeds the asset's fair value. This determination is made at
the reporting unit level and consists of two steps. First, the Company
determines the fair value of a reporting unit and compares it to its carrying
amount. Second, if the carrying amount of a reporting unit exceeds its fair
value, an impairment loss is recognized for any excess of the carrying amount of
the reporting unit's goodwill over the implied fair value of that goodwill. The
implied fair value of goodwill is determined by allocating the fair value of the
reporting unit in a manner similar to a purchase price allocation. The residual
fair value after this allocation is the implied fair value of the reporting unit
goodwill. Currently, and historically, the Company is comprised of only one
reporting unit that operates within the business segment it has identified as
"community banking".
Income Taxes
The Company's accounting for income taxes is based on an asset and liability
approach. The Company recognizes the amount of taxes payable or refundable for
the current year, and deferred tax assets and liabilities for the future tax
consequences that have been recognized in its financial statements or tax
returns. The measurement of tax assets and liabilities is based on the
provisions of enacted tax laws.
Stock-Based Compensation
The Company adopted the provisions of Statement of Financial Accounting
Standards No. 123 (revised 2004), Share-Based Payment (SFAS 123R), on January 1,
2006. SFAS 123R requires that stock-based compensation transactions be
recognized as compensation cost, over the requisite service period in the income
statement based on their fair values on the measurement date, which, for the
Company, is the date of the grant. SFAS 123R applies to new awards and to awards
modified, repurchased, or cancelled after January 1, 2006. Additionally,
compensation cost for the portion of awards for which the requisite service has
not been rendered (generally referring to non-vested awards) that were
outstanding as of January 1, 2006 are recognized as the remaining requisite
service is rendered during the period of and/or the periods after the adoption
of SFAS 123R.
Earnings Per Share
Basic earnings per share represents income available to common shareholders
divided by the weighted-average number of common shares outstanding during the
period. Diluted earnings per share reflects additional common shares that would
have been outstanding if dilutive potential common shares had been issued, as
well as any adjustments to income that would result from assumed issuance.
Potential common shares that may be issued by the Company relate solely from
outstanding stock options, and are determined using the treasury stock method.
Earnings per share have been computed based on the following:
Years ended December 31,
-------------------------------
2008 2007 2006
-------------------------------
(in thousands)
Net income $16,798 $25,693 $26,830
Average number of common shares outstanding 15,771 15,898 15,812
Effect of dilutive stock options 280 466 571
Average number of common shares outstanding -------------------------------
used to calculate diluted earnings per share 16,051 16,364 16,383
===============================
There were 291,490, 307,050 and 0 options excluded from the computation of
diluted earnings per share for the years ended December 31, 2008, 2007 and 2006,
respectively, because the effect of these options was antidilutive.
53
Comprehensive Income
Accounting principles generally require that recognized revenue, expenses, gains
and losses be included in net income. Although certain changes in assets and
liabilities, such as unrealized gains and losses on available-for-sale
securities, are reported as a separate component of the equity section of the
balance sheet, such items, along with net income, are components of
comprehensive income. The components of other comprehensive income and related
tax effects are as follows:
Years Ended December 31,
---------------------------
2008 2007 2006
(in thousands) ----------------------------
Unrealized holding gains (losses) on available-for-sale securities $4,839 $5,147 $895
Tax effect (2,035) (2,164) (376)
----------------------------
Unrealized holding gains (losses) on available-for-sale securities,
net of tax 2,804 2,983 519
----------------------------
Change in minimum pension liability 1,293 (24) -
Tax effect (543) 10 -
----------------------------
Change in minimum pension liability, net of tax 750 (14) -
----------------------------
Change in joint beneficiary agreement liability 94 - -
Tax effect (40) - -
----------------------------
Change in joint beneficiary agreement liability, net of tax 54 - -
----------------------------
$3,608 $2,969 $519
============================
In September 2006, the Financial Accounting Standards Board (FASB) issued FASB
Statement of Financial Accounting Standards No. 158, Employers' Accounting for
Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB
Statements No. 87, 88 106, and 132(R) (SFAS 158). SFAS 158 became effective for
the Company on December 31, 2006. The Company was required to recognize the
funded status of its defined benefit post-retirement benefit plans in its
consolidated financial statements for the year ended December 31, 2006, and
recorded a corresponding reduction of $1,215,000 (after tax) to the December 31,
2006 balance of accumulated other comprehensive loss in shareholders' equity.
The impact of the adoption of SFAS 158 is included in the amounts in the table
below related to minimum pension liability. See "Recent Accounting
Pronouncements" below and Note 14 for further discussion of the impact of the
adoption of SFAS 158. The components of accumulated other comprehensive loss,
included in shareholders' equity, are as follows:
December 31,
----------------------
2008 2007
(in thousands) ----------------------
Net unrealized gains (losses) on available-for-sale securities $6,131 $1,292
Tax effect (2,578) (543)
----------------------
Unrealized holding gains (losses) on available-for-sale securities, net of 3,553 749
tax ----------------------
Minimum pension liability (2,677) (3,970)
Tax effect 1,126 1,669
----------------------
Minimum pension liability, net of tax (1,551) (2,301)
----------------------
Joint beneficiary agreement liability 94 -
Tax effect (40) -
----------------------
Joint beneficiary agreement liability, net of tax 54 -
----------------------
Accumulated other comprehensive income (loss) $2,056 ($1,552)
======================
Recent Accounting Pronouncements
In September 2006, the FASB issued FASB Statement of Financial Accounting
Standards No. 157, Fair Value Measurements (SFAS 157). SFAS 157 defines fair
value, establishes a framework for measuring fair value in generally accepted
accounting principles, and expands disclosures about fair value measurements.
SFAS 157 was effective for the Company on January 1, 2008 and did not have a
significant impact on the Company's consolidated financial statements.
54
In September 2006, the FASB issued FASB Statement of Financial Accounting
Standards No. 158, Employers' Accounting for Defined Benefit Pension and Other
Postretirement Plans, an amendment of FASB Statements No. 87, 88 106, and 132(R)
(SFAS 158). SFAS 158 requires an employer to recognize the overfunded or
underfunded status of defined benefit postretirement plans as an asset or a
liability in its statement of financial position. The funded status is measured
as the difference between plan assets at fair value and the benefit obligation
(the projected benefit obligation for pension plans or the accumulated benefit
obligation for other postretirement benefit plans). An employer is also required
to measure the funded status of a plan as of the date of its year-end statement
of financial position with changes in the funded status recognized through
comprehensive income. SFAS 158 also requires certain disclosures regarding the
effects on net periodic benefit cost for the next fiscal year that arise from
delayed recognition of gains or losses, prior service costs or credits, and the
transition asset or obligation. The Company was required to recognize the funded
status of its defined benefit post-retirement benefit plans in its consolidated
financial statements for the year ended December 31, 2006. The Company had
previously recognized the funded status of its Executive and Director
Supplemental Retirement plans in prior consolidated financial statements. The
Company has no other defined benefit post-retirement benefit plans. The
requirement to measure plan assets and benefit obligations as of the date of the
year-end statement of financial position is effective for the Company's
consolidated financial statements beginning with the fiscal year ended after
December 15, 2008. The Company currently uses December 31 as the measurement
date for its defined benefit post-retirement benefit plans.
In February 2007, the FASB issued FASB Statement of Financial Accounting
Standards No. 159, The Fair Value Option for Financial Assets and Financial
Liabilities - Including an amendment to FASB Statement No. 115 (SFAS 159). SFAS
159 permits entities to choose to measure many financial instruments and certain
other items at fair value. The objective is to improve financial reporting by
providing entities with the opportunity to mitigate volatility in reported
earnings caused by measuring related assets and liabilities differently without
having to apply complex hedge accounting provisions. SFAS 159 was effective for
the Company on January 1, 2008 and did not have a significant impact on the
Company's consolidated financial statements.
FASB Emerging Issues Task Force ("EITF") Issue No. 06-4, Accounting for Deferred
Compensation and Postretirement Benefit Aspects of Endorsement Split Dollar Life
Insurance Arrangements. EITF 06-4 requires the recognition of a liability and
related compensation expense for bank owned life insurance policies with joint
beneficiary agreements that provide a benefit to an employee that extends to
post-retirement periods. Under EITF 06-4, life insurance policies purchased for
the purpose of providing such benefits do not effectively settle an entity's
obligation to the employee. Accordingly, the entity must recognize a liability
and related compensation expense during the employee's active service period
based on the future cost of insurance to be incurred during the employee's
retirement. If the entity has agreed to provide the employee with a death
benefit, then the liability for the future death benefit should be recognized by
following the guidance in SFAS 106, Employer's Accounting for Postretirement
Benefits Other Than Pensions. The Company adopted EITF 06-4 effective as of
January 1, 2008 as a change in accounting principle through a cumulative-effect
adjustment to retained earnings of $522,000 net of tax.
In November 2007, the SEC issued Staff Accounting Bulletin No. 109, Written Loan
Commitments Recorded at Fair Value through Earnings (SAB 109). SAB 109 provides
guidance on the accounting for written loan commitments recorded at fair value
under generally accepted accounting principles (GAAP). Specifically, the SAB
revises the Staff's views on incorporating expected net future cash flows
related to loan servicing activities in the fair value measurement of a written
loan commitment. SAB 109, which supersedes SAB 105, Application of Accounting
Principles to Loan Commitments, requires the expected net future cash flows
related to the associated servicing of the loan be included in the measurement
of all written loan commitments that are accounted for at fair value through
earnings. SAB 109 was effective on January 1, 2008 for the Company. Adoption of
SAB 109 did not a material impact on the Company's financial statements.
In December 2007, the FASB issued FASB Statement of Financial Accounting
Standards No. 141 (revised), Business Combinations (SFAS 141R). SFAS 141R
replaces SFAS 141. SFAS 141R retains the fundamental requirements in SFAS 141
that the acquisition method of accounting (which SFAS 141 called the purchase
method) be used for all business combinations and for an acquirer to be
identified for each business combination. SFAS 141R also retains the guidance in
SFAS 141 for identifying and recognizing intangible assets separately from
goodwill. SFAS 141R requires an acquirer to recognize the assets acquired, the
liabilities assumed, and any noncontrolling interest in the acquiree at the
acquisition date, measured at their fair values as of that date, with limited
exceptions specified in the Statement. SFAS 141R replaces the cost-allocation
process of SFAS 141, which required the cost of an acquisition to be allocated
to the individual assets acquired and liabilities assumed based on their
estimated fair values. SFAS 141 required the acquirer to include the costs
incurred to effect the acquisition (acquisition-related costs) in the cost of
the acquisition that was allocated to the assets acquired and the liabilities
assumed. SFAS 141R requires those costs to be recognized separately from the
acquisition. In addition, in accordance with SFAS 141, restructuring costs that
the acquirer expected but was not obligated to incur were recognized as if they
were a liability assumed at the acquisition date. SFAS 141R requires the
acquirer to recognize those costs separately from the business combination. SFAS
141R applies prospectively to business combinations for which the acquisition
date is on or after the beginning of the first annual reporting period beginning
on or after December 15, 2008. The impact of SFAS 141R on the Company's
financial statements will be contingent on the terms and conditions of future
business combinations.
In March 2008, the FASB issued FASB Statement of Financial Accounting Standards
No. 161, Disclosures About Derivative Instruments and Hedging Activities, an
Amendment of FASB Statement No. 133 (SFAS 161). SFAS 161 amends SFAS 133,
Accounting for Derivative Instruments and Hedging Activities, to amend and
expand the disclosure requirements of SFAS 133 to provide greater transparency
about (i) how and why an entity uses derivative instruments, (ii) how derivative
instruments and related hedge items are accounted for under SFAS 133 and its
related interpretations, and (iii) how derivative instruments and related hedged
items affect an entity's financial position, results of operations and cash
flows. To meet those objectives, SFAS 161 requires qualitative disclosures about
objectives and strategies for using derivatives, quantitative disclosures about
fair value amounts of gains and losses on derivative instruments and disclosures
about credit-risk-related contingent features in derivative agreements. SFAS 161
is effective for the Company on January 1, 2009 and is not expected to have a
significant impact on the Company's financial statements.
In May 2008, the FASB issued FASB Statement of Financial Accounting Standards
No. 162, The Hierarchy of Generally Accepted Accounting Principles (SFAS 162).
SFAS 162 identifies the sources of accounting principles and the framework for
selecting the principles to be used in the preparation of financial statements
of nongovernmental entities that are presented in conformity with generally
accepted accounting principles (GAAP) in the United States (the GAAP hierarchy).
The hierarchical guidance provided by SFAS 162 did not have a significant impact
on the Company's financial statements.
55
In October 2008, the FASB issued Financial Accounting Standards Board Staff
Position FAS 157-3 (FSP 157-3), Determining the Fair Value of a Financial Asset
When the Market for That Asset Is Not Active. FSP 157-3 clarifies the
application of FASB Statement No. 157, Fair Value Measurements, in a market that
is not active and provides an example to illustrate key considerations in
determining the fair value of a financial asset when the market for that
financial asset is not active. The Company was subject to the provision of the
FSP effective September 30, 2008. The implementation of FSP FAS 157-3 did not
affect the Company's fair value measurements
Reclassifications
Certain amounts previously reported in the 2007 and 2006 financial statements
have been reclassified to conform to the 2008 presentation. These
reclassifications did not affect previously reported net income or total
shareholders' equity.
Note 2 - Restricted Cash Balances
Reserves (in the form of deposits with the Federal Reserve Bank) of $12,318,000
and $10,388,000 were maintained to satisfy Federal regulatory requirements at
December 31, 2008 and 2007. These reserves are included in cash and due from
banks in the accompanying balance sheets.
Note 3 - Investment Securities
The amortized cost and estimated fair values of investments in debt and equity
securities are summarized in the following tables:
December 31, 2008
--------------------------------------------------------
Gross Gross Estimated
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
--------------------------------------------------------
Securities Available-for-Sale (in thousands)
-----------------------------
Obligations of U.S. government corporations and agencies $236,786 $6,193 ($2) $242,977
Obligations of states and political subdivisions 22,644 293 (272) 22,665
Corporate debt securities 1,000 - (81) 919
--------------------------------------------------------
Total securities available-for-sale $260,430 $6,486 ($355) $266,561
========================================================
December 31, 2007
Gross Gross Estimated
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
--------------------------------------------------------
Securities Available-for-Sale (in thousands)
-----------------------------
Obligations of U.S. government corporations and agencies $202,885 $1,702 ($813) $203,774
Obligations of states and political subdivision 27,250 414 (16) 27,648
Corporate debt securities 1,000 5 - 1,005
--------------------------------------------------------
Total securities available-for-sale $231,135 $2,121 ($829) $232,427
========================================================
The amortized cost and estimated fair value of debt securities at December 31,
2008 by contractual maturity are shown below. Actual maturities may differ from
contractual maturities because borrowers may have the right to call or prepay
obligations with or without call or prepayment penalties. At December 31, 2008,
obligations of U.S. government corporations and agencies with a cost basis
totaling $236,786,000 consist almost entirely of mortgage-backed securities
whose contractual maturity, or principal repayment, will follow the repayment of
the underlying mortgages. For purposes of the following table, the entire
outstanding balance of these mortgage-backed securities issued by U.S.
government corporations and agencies is categorized based on final maturity
date. At December 31, 2008, the Company estimates the average remaining life of
these mortgage-backed securities issued by U.S. government corporations and
agencies to be approximately 1.7 years. Average remaining life is defined as the
time span after which the principal balance has been reduced by half.
Estimated
Amortized Fair
Cost Value
------------------------------
Investment Securities (in thousands)
---------------------
Due in one year $649 $652
Due after one year through five years 51,218 51,970
Due after five years through ten years 47,839 48,762
Due after ten years 160,724 165,177
--------------------------------
Totals $260,430 $266,561
================================
56
Proceeds from sales of investment securities were as follows:
Gross Gross Gross
For the Year Proceeds Gains Losses
------------------------------------------------------------
(in thousands)
2008 -- -- --
2007 -- -- --
2006 $10,779 $107 ($95)
Investment securities with an aggregate carrying value of $231,056,000 and
$212,687,000 at December 31, 2008 and 2007, respectively, were pledged as
collateral for specific borrowings, lines of credit and local agency deposits.
Gross unrealized losses on investment securities and the fair value of the
related securities, aggregated by investment category and length of time that
individual securities have been in a continuous unrealized loss position, were
as follows:
Less than 12 months 12 months or more Total
------------------- ----------------- ------------------
Fair Unrealized Fair Unrealized Fair Unrealized
Value Loss Value Loss Value Loss
--------------------------------------------------------------
December 31, 2008 (in thousands)
Securities Available-for-Sale:
Obligations of U.S. government $1,130 (82) $18 ($1) $1,148 ($83)
corporations and agencies
Obligations of states and political subdivisions 6,882 (272) - - 6,882 (272)
-------------------------------------------------------------
Total securities available-for-sale $8,012 ($354) $18 ($1) $8,030 ($355)
==============================================================
Less than 12 months 12 months or more Total
------------------- ----------------- ------------------
Fair Unrealized Fair Unrealized Fair Unrealized
Value Loss Value Loss Value Loss
--------------------------------------------------------------
December 31, 2007 (in thousands)
Securities Available-for-Sale:
Obligations of U.S. government
corporations and agencies $5,280 ($3) $85,377 ($811) $90,657 ($814)
Obligations of states and political subdivisions 1,645 (12) 1,245 (3) 2,890 (15)
-------------------------------------------------------------
Total securities available-for-sale $6,925 ($15) $86,622 ($814) $93,547 ($829)
==============================================================
Obligations of U.S. government corporations and agencies: The unrealized losses
on investments in obligations of U.S. government corporations and agencies were
caused by interest rate increases. The contractual cash flows of these
securities are guaranteed by U.S. Government Sponsored Entities (principally
Fannie Mae and Freddie Mac). It is expected that the securities would not be
settled at a price less than the amortized cost of the investment. Because the
decline in fair value is attributable to changes in interest rates and not
credit quality, and because the Company has the ability and intent to hold these
investments until a market price recovery or maturity, these investments are not
considered other-than-temporarily impaired. At December 31, 2008, 12 debt
securities representing obligations of U.S. government corporations and agencies
had unrealized losses with aggregate depreciation of 7.2% from the Company's
amortized cost basis.
Obligations of states and political subdivisions: The unrealized losses on
investments in obligations of states and political subdivisions were caused by
interest rate increases. It is expected that the securities would not be settled
at a price less than the amortized cost of the investment. Because the decline
in fair value is attributable to changes in interest rates and not credit
quality, and because the Company has the ability and intent to hold these
investments until a market price recovery or maturity, these investments are not
considered other-than-temporarily impaired. At December 31, 2008, 13 debt
securities representing obligations of states and political subdivisions had
unrealized losses with aggregate depreciation of 3.9% from the Company's
amortized cost basis.
57
Note 4 - Loans
A summary of the balances of loans follows: December 31,
----------------------------
2008 2007
----------------------------
(in thousands)
Mortgage loans on real estate:
Residential 1-4 family $121,915 $112,732
Commercial 684,519 607,147
----------------------------
Total mortgage loan on real estate 806,434 719,879
----------------------------
Consumer:
Home equity lines of credit 350,548 309,362
Home equity loans 67,749 84,010
Auto Indirect 77,460 122,141
Other 15,420 15,892
---------------------------
Total consumer loans 511,177 531,405
---------------------------
Commercial 189,592 164,734
Construction: ---------------------------
Residential 17,104 27,464
Commercial 67,465 108,647
---------------------------
Total construction 84,569 136,111
---------------------------
Total loans 1,591,772 1,552,129
---------------------------
Less: Allowance for loan losses (27,590) (17,331)
Net deferred loan (fees) costs (923) (163)
---------------------------
Total loans, net $1,563,259 $1,534,635
===========================
Loans with an aggregate carrying value of $1,026,739,000 and $485,638,000 at
December 31, 2008 and 2007, respectively, were pledged as collateral for
specific borrowings and lines of credit.
Loans classified as nonaccrual, net of guarantees of the U.S. government,
including its agencies and its government-sponsored agencies, amounted to
approximately $27,338,000, $7,511,000, and $4,444,000 at December 31, 2008,
2007, and 2006, respectively. These nonaccrual loans were classified as impaired
and are included in the recorded balance in impaired loans for the respective
years shown below. If interest on those loans had been accrued, such income
would have been approximately $2,901,000, $621,000, and $357,000 in 2008, 2007
and 2006, respectively. Loans 90 days past due and still accruing, net of
guarantees of the U.S. government, including its agencies and its
government-sponsored agencies, amounted to approximately $187,000, $0, and
$68,000 at December 31, 2008, 2007 and 2006, respectively.
As of December 31, the Company's recorded investment in impaired loans, net of
guarantees of the U.S. government, and the related valuation allowance were as
follows (in thousands):
December 31,
-----------------
2008 2007
-----------------
Impaired loans with no allocated allowance, net of guarantees $14,813 $4,299
Impaired loans with allocated allowance, net of guarantees 12,525 3,212
-----------------
Total impaired loans $27,338 $7,511
=================
Allowance for loan losses allocated to impaired loans $5,430 $1,395
=================
This valuation allowance is included in the allowance for loan losses shown
above for the respective year. The average recorded investment in impaired loans
was $17,425,000, $5,978,000, and $3,703,000 for the years ended December 31,
2008, 2007 and 2006, respectively. The Company recognized interest income on
impaired loans of $1,753,000, $859,000, and $761,000 for the years ended
December 31, 2008, 2007 and 2006, respectively.
58
The following tables summarize the activity in the allowance for loan losses,
reserve for unfunded commitments, and allowance for losses (which is comprised
of the allowance for loan losses and the reserve for unfunded commitments) for
the periods indicated (dollars in thousands):
Years Ended December 31,
--------------------------------------
2008 2007 2006
Allowance for loan losses: --------------------------------------
Balance at beginning of year $17,331 $16,914 $16,226
Provision for loan losses 20,950 3,032 1,289
Loans charged off:
Real estate mortgage:
Residential (691) - -
Commercial (18) - -
Consumer:
Home equity lines (2,942) (678) (39)
Home equity loans (409) - -
Auto indirect (2,710) (1,581) (690)
Other consumer (1,237) (1,062) (896)
Commercial (709) (437) (162)
Construction:
Residential (3,203) - -
Commercial - - -
--------------------------------------
Total loans charged off (11,919) (3,758) (1,787)
Recoveries of previously
charged off loans:
Real estate mortgage:
Residential - - -
Commercial 58 57 45
Consumer:
Home equity lines 13 1 39
Home equity loans - 5 3
Auto indirect 441 261 203
Other consumer 685 640 627
Commercial 31 179 269
Construction:
Residential - - -
Commercial - - -
---------------------------------------
Total recoveries of previously
charged-off loans 1,228 1,143 1,186
---------------------------------------
Net charge-offs (10,691) (2,615) (601)
---------------------------------------
Balance at end of year $27,590 $17,331 $16,914
=======================================
Reserve for unfunded commitments:
Balance at beginning of year $2,090 $1,849 $1,813
Provision for losses -
Unfunded commitments 475 241 36
--------------------------------------
Balance at end of year $2,565 $2,090 $1,849
======================================
Balance at end of year:
Allowance for loan losses $27,590 $17,331 $16,914
Reserve for unfunded commitments 2,565 $2,090 1,849
--------------------------------------
Allowance for losses $30,155 $19,421 $18,763
======================================
As a percentage of total loans:
Allowance for loan losses 1.73% 1.12% 1.12%
Reserve for unfunded commitments 0.16% 0.13% 0.12%
--------------------------------------
Allowance for losses 1.89% 1.25% 1.24%
======================================
59
Note 5 - Premises and Equipment
Premises and equipment were comprised of:
December 31,
---------------------------------
2008 2007
---------------------------------
(in thousands)
Premises $19,197 $18,966
Furniture and equipment 23,456 23,248
---------------------------------
42,653 42,214
Less: Accumulated depreciation (27,661) (25,536)
---------------------------------
14,992 16,678
Land and land improvements 3,849 3,814
---------------------------------
$18,841 $20,492
=================================
Depreciation of premises and equipment amounted to $2,707,000, $3,071,000, and
$3,209,000 in 2008, 2007, and 2006, respectively.
The Company leases one building for which the lease is accounted for as a
capital lease. The cost basis of the building under this capital lease is
$831,000 with accumulated depreciation of $800,000 and $773,000 at December 31,
2008 and 2007, respectively. The cost basis and accumulated depreciation of this
building under capital lease are recorded in the balance of premises and
equipment. Depreciation related to this building under capital lease is included
in the depreciation of premises and equipment noted above.
At December 31, 2008, future minimum commitments under non-cancelable capital
and operating leases with initial or remaining terms of one year or more are as
follows:
Capital Operating
Leases Leases
----------------------------
(in thousands)
2009 $96 $2,123
2010 - 1,802
2011 - 1,312
2012 - 883
2013 - 557
Thereafter - 458
---------------------------
Future minimum lease payments 96 $7,135
=======
Less amount representing interest 6
-----
Present value of future lease payments $90
=====
Rent expense under operating leases was $2,672,000 in 2008, $2,273,000 in 2007,
and $2,175,000 in 2006.
Note 6 - Deposits
A summary of the balances of deposits follows:
December 31,
-------------------------
2008 2007
-------------------------
(in thousands)
Noninterest-bearing demand $401,247 $378,680
Interest-bearing demand 241,560 216,952
Savings 380,799 383,233
Time certificates, $100,000 and over 310,190 262,977
Other time certificates 335,474 303,381
-------------------------
Total deposits $1,669,270 $1,545,223
=========================
Certificate of deposit balances of $80,000,000 and $40,000,000 from the State of
California were included in time certificates, $100,000 and over, at December
31, 2008 and 2007, respectively. The Bank participates in a deposit program
offered by the State of California whereby the State may make deposits at the
Bank's request subject to collateral and credit worthiness constraints. The
negotiated rates on these State deposits are generally more favorable than other
wholesale funding sources available to the Bank. Overdrawn deposit balances of
$1,989,000 and $1,512,000 were classified as consumer loans at December 31, 2008
and 2007, respectively.
60
At December 31, 2008, the scheduled maturities of time deposits were as follows
(in thousands):
Scheduled
Maturities
----------
2009 $600,437
2010 27,004
2011 6,561
2012 9,184
2013 2,466
Thereafter 12
----------
Total $645,664
==========
Note 7 - Other Borrowings
A summary of the balances of other borrowings follows:
December 31,
------------------------
2008 2007
------------------------
(in thousands)
Borrowing under security repurchase agreement, rate of 3-month LIBOR less 0.29%
with a floor of 0% and a cap of 4.72%, adjustable on a quarterly basis
until August 30, 2009. From August 30, 2009 until final maturity on August
30, 2012, rate is fixed at 4.72% and principal is callable in its entirety
by lender on a quarterly basis. $50,000 $50,000
FHLB loan, fixed rate of 5.41% payable on April 7, 2008, callable
in its entirety by FHLB on a quarterly basis beginning April 7, 2003 - 20,000
FHLB loan, fixed rate of 5.35% payable on December 9, 2008 - 1,500
FHLB loan, fixed rate of 5.77% payable on February 23, 2009 1,000 1,000
Capital lease obligation on premises, effective rate of 13% payable
monthly in varying amounts through December 1, 2009 90 168
Other collateralized borrowings, fixed rate of 0.85% payable on January 2, 2009 50,915 43,458
----------------------
Total other borrowings $102,005 $116,126
======================
During August 2007, the Company entered into a security repurchase agreement
with principal balance of $50,000,000 and terms as described above. The Company
did not enter into any other repurchase agreements during 2008 or 2007. The
average balance of repurchase agreements for 2008 and 2007 was $50,000,000 and
$16,986,000, respectively, with an average rate of 2.88% and 4.72%,
respectively.
The Company maintains a collateralized line of credit with the Federal Home Loan
Bank of San Francisco. Based on the FHLB stock requirements at December 31,
2008, this line provided for maximum borrowings of $449,580,000 of which
$1,000,000 was outstanding, leaving $448,580,000 available. The total of
borrowings from the FHLB at December 31, 2008 consists of the $1,000,000
described in the table above.
At December 31, 2008, the Company had $50,915,000 of other collateralized
borrowings. Other collateralized borrowings are generally overnight maturity
borrowings from non-financial institutions that are collateralized by securities
owned by the Company.
The Company maintains a collateralized line of credit with the Federal Reserve
Bank of San Francisco. Based on the collateral pledged at December 31, 2008,
this line provided for maximum borrowings of $4,332,000 of which none was
outstanding, leaving $4,332,000 available.
The Company has available unused correspondent banking lines of credit from
commercial banks totaling $50,000,000 for federal funds transactions at December
31, 2008.
61
Note 8 - Junior Subordinated Debt
On July 31, 2003, the Company formed a subsidiary business trust, TriCo Capital
Trust I, to issue trust preferred securities. Concurrently with the issuance of
the trust preferred securities, the trust issued 619 shares of common stock to
the Company for $1,000 per share or an aggregate of $619,000. In addition, the
Company issued a Junior Subordinated Debenture to the Trust in the amount of
$20,619,000. The terms of the Junior Subordinated Debenture are materially
consistent with the terms of the trust preferred securities issued by TriCo
Capital Trust I. Also on July 31, 2003, TriCo Capital Trust I completed an
offering of 20,000 shares of cumulative trust preferred securities for cash in
an aggregate amount of $20,000,000. The trust preferred securities are
mandatorily redeemable upon maturity on October 7, 2033 with an interest rate
that resets quarterly at three-month LIBOR plus 3.05%. TriCo Capital Trust I has
the right to redeem the trust preferred securities on or after October 7, 2008.
The trust preferred securities were issued through an underwriting syndicate to
which the Company paid underwriting fees of $7.50 per trust preferred security
or an aggregate of $150,000. The net proceeds of $19,850,000 were used to
finance the opening of new branches, improve bank services and technology,
repurchase shares of the Company's common stock under its repurchase plan and
increase the Company's capital. The trust preferred securities have not been and
will not be registered under the Securities Act of 1933, as amended, or
applicable state securities laws and were sold pursuant to an exemption from
registration under the Securities Act of 1933. The trust preferred securities
may not be offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the Securities Act of
1933, as amended, and applicable state securities laws.
The $20,619,000 of junior subordinated debentures issued by TriCo Capital Trust
I were reflected as junior subordinated debt in the consolidated balance sheets
at December 31, 2008 and 2007. The common stock issued by TriCo Capital Trust I
was recorded in other assets in the consolidated balance sheets at December 31,
2008 and 2007.
On June 22, 2004, the Company formed a second subsidiary business trust, TriCo
Capital Trust II, to issue trust preferred securities. Concurrently with the
issuance of the trust preferred securities, the trust issued 619 shares of
common stock to the Company for $1,000 per share or an aggregate of $619,000. In
addition, the Company issued a Junior Subordinated Debenture to the Trust in the
amount of $20,619,000. The terms of the Junior Subordinated Debenture are
materially consistent with the terms of the trust preferred securities issued by
TriCo Capital Trust II. Also on June 22, 2004, TriCo Capital Trust II completed
an offering of 20,000 shares of cumulative trust preferred securities for cash
in an aggregate amount of $20,000,000. The trust preferred securities are
mandatorily redeemable upon maturity on July 23, 2034 with an interest rate that
resets quarterly at three-month LIBOR plus 2.55%. TriCo Capital Trust II has the
right to redeem the trust preferred securities on or after July 23, 2009. The
trust preferred securities were issued through an underwriting syndicate to
which the Company paid underwriting fees of $2.50 per trust preferred security
or an aggregate of $50,000. The net proceeds of $19,950,000 were used to finance
the opening of new branches, improve bank services and technology, repurchase
shares of the Company's common stock under its repurchase plan and increase the
Company's capital. The trust preferred securities have not been and will not be
registered under the Securities Act of 1933, as amended, or applicable state
securities laws and were sold pursuant to an exemption from registration under
the Securities Act of 1933. The trust preferred securities may not be offered or
sold in the United States absent registration or an applicable exemption from
the registration requirements of the Securities Act of 1933, as amended, and
applicable state securities laws.
The $20,619,000 of junior subordinated debentures issued by TriCo Capital Trust
II were reflected as junior subordinated debt in the consolidated balance sheets
at December 31, 2008 and 2007. The common stock issued by TriCo Capital Trust II
was recorded in other assets in the consolidated balance sheets at December 31,
2008 and 2007.
The debentures issued by TriCo Capital Trust I and TriCo Capital Trust II, less
the common securities of TriCo Capital Trust I and TriCo Capital Trust II,
continue to qualify as Tier 1 or Tier 2 capital under interim guidance issued by
the Board of Governors of the Federal Reserve System (Federal Reserve Board).
Note 9 - Commitments and Contingencies (See also Notes 5 and 16)
The Company has entered into employment agreements or change of control
agreements with certain officers of the Company providing severance payments to
the officers in the event of a change in control of the Company and termination
for other than cause or after a substantial and material change in the officer's
title, compensation or responsibilities.
The Company is a defendant in legal actions arising from normal business
activities. Management believes, after consultation with legal counsel, that
these actions are without merit or that the ultimate liability, if any,
resulting from them will not materially affect the Company's consolidated
financial position or results from operations.
62
Note 10 - Shareholders' Equity
Dividends Paid
The Bank paid to the Company cash dividends in the aggregate amounts of
$12,348,000, $13,941,000, and $8,995,000 in 2008, 2007 and 2006, respectively.
The Bank is regulated by the Federal Deposit Insurance Corporation (FDIC) and
the State of California Department of Financial Institutions. California banking
laws limit the Bank's ability to pay dividends to the lesser of (1) retained
earnings or (2) net income for the last three fiscal years, less cash
distributions paid during such period. Under this regulation, at December 31,
2008, the Bank may pay dividends of $40,325,000.
Shareholders' Rights Plan
On June 25, 2001, the Company announced that its Board of Directors adopted and
entered into a Shareholder Rights Plan designed to protect and maximize
shareholder value and to assist the Board of Directors in ensuring fair and
equitable benefit to all shareholders in the event of a hostile bid to acquire
the Company.
The Company adopted this Rights Plan to protect stockholders from coercive or
otherwise unfair takeover tactics. In general terms, the Rights Plan imposes a
significant penalty upon any person or group that acquires 15% or more of the
Company's outstanding common stock without approval of the Company's Board of
Directors. The Rights Plan was not adopted in response to any known attempt to
acquire control of the Company.
Under the Rights Plan, a dividend of one Preferred Stock Purchase Right was
declared for each common share held of record as of the close of business on
July 10, 2001. No separate certificates evidencing the Rights will be issued
unless and until they become exercisable.
The Rights generally will not become exercisable unless an acquiring entity
accumulates or initiates a tender offer to purchase 15% or more of the Company's
common stock. In that event, each Right will entitle the holder, other than the
unapproved acquirer and its affiliates, to purchase either the Company's common
stock or shares in an acquiring entity at one-half of market value.
The Right's initial exercise price, which is subject to adjustment, is $49.00
per Right. The Company's Board of Directors generally will be entitled to redeem
the Rights at a redemption price of $.01 per Right until an acquiring entity
acquires a 15% position. The Rights expire on July 10, 2011.
Stock Repurchase Plan
On August 21, 2007, the Board of Directors adopted a plan to repurchase, as
conditions warrant, up to 500,000 shares of the Company's common stock on the
open market. The timing of purchases and the exact number of shares to be
purchased will depend on market conditions. The 500,000 shares authorized for
repurchase under this stock repurchase plan represented approximately 3.2% of
the Company's 15,814,662 outstanding common shares as of August 21, 2007. This
stock repurchase plan has no expiration date. As of December 31, 2008, the
Company had repurchased 166,600 shares under this plan.
63
Note 11 - Stock Options
In May 2001, the Company adopted the TriCo Bancshares 2001 Stock Option Plan
(2001 Plan) covering officers, employees, directors of, and consultants to, the
Company. Under the 2001 Plan, the option price cannot be less than the fair
market value of the Common Stock at the date of grant except in the case of
substitute options. Options for the 2001 Plan expire on the tenth anniversary of
the grant date. Vesting schedules under the 2001 Plan are determined
individually for each grant.
In May 1995, the Company adopted the TriCo Bancshares 1995 Incentive Stock
Option Plan (1995 Plan) covering key employees. Under the 1995 Plan, the option
price cannot be less than the fair market value of the Common Stock at the date
of grant. Options for the 1995 Plan expire on the tenth anniversary of the grant
date. Vesting schedules under the 1995 Plan are determined individually for each
grant.
As of December 31, 2008, options for the purchase of 148,140 and 0 common shares
remained available for grant under the 2001 and 1995 Plans, respectively. Stock
option activity is summarized in the following table:
Weighted
Average
Number Option Price Exercise
Of Shares Per Share Price
Outstanding at December 31, 2007 1,351,181 $5.65 to $25.91 $14.68
Options granted 83,300 $15.40 to $17.25 $15.84
Options exercised (17,620) $8.06 to $8.20 $8.08
Options forfeited (12,060) $21.54 to $22.54 $22.42
Outstanding at December 31, 2008 1,404,801 $5.65 to $25.91 $14.77
The following table shows the number, weighted-average exercise price, intrinsic
value, and weighted average remaining contractual life of options exercisable,
options not yet exercisable and total options outstanding as of December 31,
2008:
Currently Currently Not Total
(dollars in thousands except exercise price) Exercisable Exercisable Outstanding
Number of options 1,153,121 251,680 1,404,801
Weighted average exercise price $13.54 $20.40 $14.77
Intrinsic value (thousands) $13,225 $1,150 $14,375
Weighted average remaining contractual term (yrs.) 4.23 8.54 5.00
The 251,680 options that are not currently exercisable as of December 31, 2008
are expected to vest, on a weighted-average basis, over the next 3.14 years, and
the Company is expected to recognize $1,452,000 of pre-tax compensation costs
related to these options as they vest.
The following table shows the total intrinsic value of options exercised, the
total fair value of options vested, total compensation costs for options
recognized in income, and total tax benefit recognized in income related to
compensation costs for options during the periods indicated:
Years Ended December 31,
2008 2007 2006
----------------------------------
Intrinsic value of options exercised $250,000 $2,765,000 $3,446,000
Fair value of options that vested $604,000 $782,000 $662,000
Total compensation costs for options $629,000 $782,000 $662,000
recongnized in income
Total tax benefit recognized in income
related to compensation costs for options $230,000 $264,000 $188,000
Weighted average fair value of grants (per $4.54 $7.70 $8.50
option)
The Company did not modify any option grants in 2008, 2007, or 2006.
The fair value of the Company's stock option grants is estimated on the
measurement date, which, for the Company, is the date of grant. The fair value
of stock options is estimated using the Black-Scholes option-pricing model. The
Company estimated expected market price volatility and expected term of the
options based on historical data and other factors. The weighted-average
assumptions used to determine the fair value of options granted are detailed in
the table below:
Years Ended December 31,
2008 2007 2006
Assumptions used to value option grants: --------------------------------
Average expected terms (years) 8.5 8.1 7.1
Volatility 33.2% 32.4% 32.6%
Annual rate of dividends 3.12% 2.31% 1.91%
Discount rate 3.85% 4.81% 4.86%
64
Note 12 - Other Noninterest Income and Expenses
The components of other noninterest income were as follows (in thousands):
Years Ended December 31,
2008 2007 2006
------------------------------------
Sale of customer checks $215 $210 $210
Lease brokerage income 257 267 247
Commission rebates 173 626 653
Gain on sale of foreclosed assets 51 - -
Other 806 517 399
------------------------------------
Total other noninterest income $1,502 $1,620 $1,509
====================================
Mortgage loan servicing fees, net of change in fair value of mortgage loan
servicing rights, totaling ($824,000), $508,000, and $558,000, were recorded in
service charges and fees noninterest income for the years ended December 31,
2008, 2007, and 2006, respectively.
The components of salaries and benefits expense were as follows (in thousands):
Years Ended December 31,
2008 2007 2006
--------------------------
Base salaries, net of deferred loan origination costs $25,374 $24,582 $22,788
Incentive compensation 2,860 3,808 4,633
Benefits and other compensation costs 9,878 9,676 9,034
--------------------------
Total salaries and benefits expense $38,112 $38,066 $36,455
==========================
The components of other noninterest expense were as follows (in thousands):
Years Ended December 31,
2008 2007 2006
----------------------------------
Equipment and data processing $6,405 $6,300 $5,926
Occupancy 4,929 4,786 4,450
ATM network charges 2,081 1,857 1,839
Telecommunications 1,914 1,706 1,573
Professional fees 1,853 1,516 1,652
Advertising 1,751 2,186 2,090
Courier service 1,069 1,223 1,308
Postage 930 916 1,006
Operational losses 577 454 374
Assessments 570 331 326
Intangible amortization 523 490 1,395
Change in reserve for unfunded commitments 475 241 36
Other 7,549 8,834 8,296
----------------------------------
Total other noninterest expense $30,626 $30,840 $30,271
==================================
65
Note 13 - Income Taxes
The components of consolidated income tax expense are as follows:
2008 2007 2006
-------------------------------------------
Current tax expense (in thousands)
Federal $11,789 $12,750 $14,155
State 4,070 4,401 4,812
-------------------------------------------
15,859 17,151 18,967
-------------------------------------------
Deferred tax benefit
Federal (4,221) (337) (1,329)
State (1,477) (169) (350)
-------------------------------------------
(5,698) (506) (1,679)
-------------------------------------------
Total tax expense $10,161 $16,645 $17,288
===========================================
A deferred tax asset or liability is recognized for the tax consequences of
temporary differences in the recognition of revenue and expense for financial
and tax reporting purposes. The net change during the year in the deferred tax
asset or liability results in a deferred tax expense or benefit.
Taxes recorded directly to shareholders' equity are not included in the
preceding table. These taxes (benefits) relating to changes in minimum pension
liability amounting to $543,000 in 2008, ($10,000) in 2007, and ($880,000) in
2006, unrealized gains and losses on available-for-sale investment securities
amounting to $2,035,000 in 2008, $2,164,000 in 2007, and $376,000 in 2006, taxes
(benefits) related to employee stock options of $444,000 in 2008, ($1,731,000)
in 2007, and ($205,000) in 2006, and benefits related to changes in joint
beneficiary agreement liability of ($340,000) in 2008, were recorded directly to
shareholders' equity.
The temporary differences, tax effected, which give rise to the Company's net
deferred tax asset recorded in other assets are as follows as of December 31 for
the years indicated:
2008 2007
---------------------------
Deferred tax assets: (in thousands)
Allowance for losses $12,679 $8,166
Deferred compensation 3,648 3,477
Accrued pension liability 3,506 3,104
Additional minimum pension liability 1,126 1,669
State taxes 1,424 1,434
Intangible amortization 815 1,070
Stock option expense 689 448
Nonaccrual interest 483 261
Joint beneficiary agreement liability 429 -
OREO write downs 140 76
Capital lease 25 46
---------------------------
Total deferred tax assets 24,964 19,751
---------------------------
Deferred tax liabilities:
Securities income (1,332) (1,134)
Unrealized gain on securities (2,578) (543)
Depreciation (406) (543)
Core deposit premium (274) (494)
Merger related fixed asset valuations (379) (379)
Securities accretion (179) (123)
Mortgage servicing rights valuation (232) (558)
Other, net (444) (297)
---------------------------
Total deferred tax liability (5,824) (4,071)
---------------------------
Net deferred tax asset $19,140 $15,680
===========================
The Company believes that a valuation allowance is not needed to reduce the
deferred tax assets as it is more likely than not that the results of future
operations will generate sufficient taxable income to realize the deferred tax
assets.
The Company adopted the provisions of FASB Interpretation No. 48, Accounting for
Uncertainty in Income Taxes, on January 1, 2007. The Company had no unrecognized
tax benefits which would require an adjustment to the January 1, 2007 beginning
balance of retained earnings. The Company had no unrecognized tax benefits at
January 1, 2007, December 31, 2007, or December 31, 2008.
The Company recognizes interest accrued and penalties related to unrecognized
tax benefits in tax expense. During the years ended December 31, 2008 and 2007
the Company recognized no interest and penalties.
66
The Company files income tax returns in the U.S. federal jurisdiction, and
California. With few exceptions, the Company is no longer subject to U.S.
federal or state/local income tax examinations by tax authorities for years
before 2005.
The provisions for income taxes applicable to income before taxes for the years
ended December 31, 2008, 2007 and 2006 differ from amounts computed by applying
the statutory Federal income tax rates to income before taxes. The effective tax
rate and the statutory federal income tax rate are reconciled as follows:
Years Ended December 31,
---------------------------
2008 2007 2006
---------------------------
Federal statutory income tax rate 35.0% 35.0% 35.0%
State income taxes, net of federal tax benefit 6.3 6.6 6.6
Tax-exempt interest on municipal obligations (1.5) (1.1) (1.3)
Increase in cash value of insurance policies (2.4) (1.2) (1.4)
Other 0.3 - 0.3
---------------------------
Effective Tax Rate 37.7% 39.3% 39.2%
===========================
Note 14 - Retirement Plans
401(k) Plan
The Company sponsors a 401(k) Plan whereby substantially all employees age 21
and over with 90 days of service may participate. Participants may contribute a
portion of their compensation subject to certain limits based on federal tax
laws. The Company does not contribute to the 401(k) Plan. The Company did not
incur any material expenses attributable to the 401(k) Plan during 2008, 2007,
and 2006.
Employee Stock Ownership Plan
Substantially all employees with at least one year of service are covered by a
discretionary employee stock ownership plan (ESOP). Contributions are made to
the plan at the discretion of the Board of Directors. Contributions to the plan
totaling $1,560,000 in 2008, $1,560,000 in 2007, and $1,498,000 in 2006 are
included in salary expense. Company shares owned by the ESOP are paid dividends
and included in the calculation of earnings per share exactly as other common
shares outstanding.
Deferred Compensation Plans
The Company has deferred compensation plans for directors and key executives,
which allow directors and key executives designated by the Board of Directors of
the Company to defer a portion of their compensation. The Company has purchased
insurance on the lives of the participants and intends to hold these policies
until death as a cost recovery of the Company's deferred compensation
obligations of $8,676,000, and $8,269,000 at December 31, 2008 and 2007,
respectively. Earnings credits on deferred balances totaling $787,000 in 2008,
$742,000 in 2007, and $724,000 in 2006 are included in noninterest expense.
Supplemental Retirement Plans
The Company has supplemental retirement plans for directors and key executives.
These plans are non-qualified defined benefit plans and are unsecured and
unfunded. The Company has purchased insurance on the lives of the participants
and intends to hold these policies until death as a cost recovery of the
Company's retirement obligations. The cash values of the insurance policies
purchased to fund the deferred compensation obligations and the retirement
obligations were $46,815,000 and $44,981,000 at December 31, 2008 and 2007,
respectively.
The Company recorded in other liabilities an additional minimum pension
liability of $2,677,000 and $3,970,000 related to the supplemental retirement
plans as of December 31, 2008 and 2007, respectively. These amounts represent
the amount by which the projected benefit obligations for these retirement plans
exceeded the fair value of plan assets plus amounts previously accrued related
to the plans. The projected benefit obligation is recorded in other liabilities.
At December 31, 2006, the Company adopted SFAS 158, which was previously
discussed in Note 1. The incremental impact of adoption of SFAS 158 was an
increase in additional minimum liability of $2,095,000, which was offset by a
reduction of shareholders' equity of $1,215,000, representing the after-tax
impact of the adoption, and the related deferred tax asset of $880,000.
At December 31, 2008 and 2007, the additional minimum pension liability of
$2,677,000 and $3,970,000 were offset by a reduction of shareholders' equity
accumulated other comprehensive loss of $1,551,000 and $2,301,000, respectively,
representing the after-tax impact of the additional minimum pension liability,
and the related deferred tax asset of $1,125,000 and $1,669,000, respectively.
The Company expects to recognize approximately $99,000 of the net actuarial loss
reported in the following table as of December 31, 2008 as a component of net
periodic benefit cost during 2009.
67
Amounts recognized as a component of accumulated other comprehensive loss as of
year-end that have not been recognized as a component of the combined net period
benefit cost of the Company's defined benefit pension plans are presented in the
following table.
December 31,
2008 2007
(in thousands) -----------------------
Net actuarial loss ($1,926) ($2,823)
Deferred tax benefit 810 1,187
-----------------------
Amount included in accumulated other comprehensive loss,
net of tax ($1,116) ($1,636)
=======================
Information pertaining to the activity in the supplemental retirement plans,
using a measurement date of December 31, is as follows:
December 31,
2008 2007
(in thousands) -----------------------
Change in benefit obligation:
Benefit obligation at beginning of year ($11,353) ($10,378)
Service cost (555) (599)
Interest cost (664) (583)
Amendments 214 -
Actuarial gain/(loss) 749 (320)
Benefits paid 593 527
-----------------------
Benefit obligation at end of year ($11,016) ($11,353)
=======================
Change in plan assets:
Fair value of plan assets at beginning of year $ -- $ --
-----------------------
Fair value of plan assets at end of year $ -- $ --
=======================
Funded status ($11,016) ($11,353)
Unrecognized net obligation existing at January 1, 1986 21 23
Unrecognized net actuarial loss 1,926 2,823
Unrecognized prior service cost 730 1,124
Accumulated other comprehensive income (2,677) (3,970)
-----------------------
Accrued benefit cost ($11,016) ($11,353)
=======================
Accumulated benefit obligation ($8,712) ($8,588)
The following table sets forth the net periodic benefit cost recognized for the
supplemental retirement plans:
Years Ended December 31,
2008 2007 2006
--------------------------
(in thousands)
Net pension cost included the following components:
Service cost-benefits earned during the period $555 $599 $555
Interest cost on projected benefit obligation 664 583 528
Amortization of net obligation at transition 2 2 2
Amortization of prior service cost 180 181 201
Recognized net actuarial loss 148 113 134
--------------------------
Net periodic pension cost $1,549 $1,478 $1,420
==========================
The following table sets forth assumptions used in accounting for the plans:
Years Ended December 31,
2008 2007 2006
------------------------
Discount rate used to calculate benefit obligation 6.50% 6.00% 5.75%
Discount rate used to calculate net periodic pension cost 6.00% 5.75% 5.50%
Average annual increase in executive compensation 4.00% 4.00% 5.00%
Average annual increase in director compensation 2.50% 2.50% 2.50%
68
The following table sets forth the expected benefit payments to participants and
estimated contributions to be made by the Company under the supplemental
retirement plans for the years indicated:
Expected Benefit Estimated
Payments to Company
Years Ended Participants Contributions
----------- ---------------- -------------
(in thousands)
2009 $733 $733
2010 733 733
2011 759 759
2012 808 808
2013 828 828
2014-2018 $4,176 $4,176
Note 15 - Related Party Transactions
Certain directors, officers, and companies with which they are associated were
customers of, and had banking transactions with, the Company or the Bank in the
ordinary course of business. It is the Company's policy that all loans and
commitments to lend to officers and directors be made on substantially the same
terms, including interest rates and collateral, as those prevailing at the time
for comparable transactions with other borrowers of the Bank.
The following table summarizes the activity in these loans for 2008 and 2007 (in
thousands):
Balance December 31, 2006 6,537
Advances/new loans 3,909
Removed/payments (5,228)
--------
Balance December 31, 2007 $5,218
Advances/new loans 392
Removed/payments (3,292)
--------
Balance December 31, 2008 $2,318
========
Note 16 - Financial Instruments With Off-Balance Sheet Risk
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, standby
letters of credit, and deposit account overdraft privilege. Those instruments
involve, to varying degrees, elements of risk in excess of the amount recognized
in the balance sheet. The contract amounts of those instruments reflect the
extent of involvement the Company has in particular classes of financial
instruments.
The Company's exposure to loss in the event of nonperformance by the other party
to the financial instrument for commitments to extend credit and standby letters
of credit written is represented by the contractual amount of those instruments.
The Company uses the same credit policies in making commitments and conditional
obligations as it does for on-balance sheet instruments. The Company's exposure
to loss in the event of nonperformance by the other party to the financial
instrument for deposit account overdraft privilege is represented by the
overdraft privilege amount disclosed to the deposit account holder.
December 31,
2008 2007
--------------------------
in thousands)
Financial instruments whose amounts represent risk:
Commitments to extend credit:
Commercial loans $138,666 $141,914
Consumer loans 452,349 464,154
Real estate mortgage loans 22,217 23,326
Real estate construction loans 24,708 56,212
Standby letters of credit 5,425 5,027
Deposit account overdraft privilege 35,883 33,517
Commitments to extend credit are agreements to lend to a customer as long as
there is no violation of any condition established in the contract. Commitments
generally have fixed expiration dates of one year or less or other termination
clauses and may require payment of a fee. Since many of the commitments are
expected to expire without being drawn upon, the total commitment amounts do not
necessarily represent future cash requirements. The Company evaluates each
customer's credit worthiness on a case-by-case basis. The amount of collateral
obtained, if deemed necessary by the Company upon extension of credit, is based
on Management's credit evaluation of the customer. Collateral held varies, but
may include accounts receivable, inventory, property, plant and equipment,
residential properties and income-producing commercial properties.
69
Standby letters of credit are conditional commitments issued by the Company to
guarantee the performance of a customer to a third party. Those guarantees are
primarily issued to support private borrowing arrangements. Most standby letters
of credit are issued for one year or less. The credit risk involved in issuing
letters of credit is essentially the same as that involved in extending loan
facilities to customers. Collateral requirements vary, but in general follow the
requirements for other loan facilities.
Deposit account overdraft privilege amount represents the unused overdraft
privilege balance available to the Company's deposit account holders who have
deposit accounts covered by an overdraft privilege. The Company has established
an overdraft privilege for certain of its deposit account products whereby all
holders of such accounts who bring their accounts to a positive balance at least
once every thirty days receive the overdraft privilege. The overdraft privilege
allows depositors to overdraft their deposit account up to a predetermined
level. The predetermined overdraft limit is set by the Company based on account
type.
Note 17 - Disclosure of Fair Value of Financial Instruments
The Company utilizes fair value measurements to record fair value adjustments to
certain assets and liabilities and to determine fair value disclosures.
Securities available-for-sale and mortgage servicing rights are recorded at fair
value on a recurring basis. Additionally, from time to time, the Company may be
required to record at fair value other assets on a nonrecurring basis, such as
loans held for sale, loans held for investment and certain other assets. These
nonrecurring fair value adjustments typically involve application of lower of
cost or market accounting or impairment write-downs of individual assets.
The Company groups assets and liabilities at fair value in three levels, based
on the markets in which the assets and liabilities are traded and the
reliability of the assumptions used to determine fair value. These levels are:
Level 1 - Valuation is based upon quoted prices for identical instruments traded
in active markets
Level 2 - Valuation is based upon quoted prices for similar instruments in
active markets, quoted prices for identical or similar instruments in
markets that are not active, and model-based valuation techniques for
which all significant assumptions are observable in the market.
Level 3 - Valuation is generated from model-based techniques that use at least
one significant assumption not observable in the market. These
unobservable assumptions reflect estimates of assumptions that market
participants would use in pricing the asset or liability. Valuation
techniques include use of option pricing models, discounted cash flow
models and similar techniques.
Securities available-for-sale are recorded at fair value on a recurring basis.
Fair value measurement is based upon quoted prices, if available. If quoted
prices are not available, fair values are measured using independent pricing
models or other model-based valuation techniques such as the present value of
future cash flows, adjusted for the security's credit rating, prepayment
assumptions and other factors such as credit loss assumptions. Level 1
securities include those traded on an active exchange, such as the New York
Stock Exchange, U.S. Treasury securities that are traded by dealers or brokers
in active over-the-counter markets and money market funds. Level 2 securities
include mortgage-backed securities issued by government sponsored entities,
municipal bonds and corporate debt securities. Securities classified as Level 3
include asset-backed securities in less liquid markets.
The Company does not record loans at fair value on a recurring basis. However,
from time to time, a loan is considered impaired and an allowance for loan
losses is established. Loans for which it is probable that payment of interest
and principal will not be made in accordance with the contractual terms of the
loan agreement are considered impaired. Once a loan is identified as
individually impaired, management measures impairment in accordance with SFAS
114, Accounting by Creditors for Impairment of a Loan (SFAS 114). The fair value
of impaired loans is estimated using one of several methods, including
collateral value, market value of similar debt, enterprise value, liquidation
value and discounted cash flows. Those impaired loans not requiring an allowance
represent loans for which the fair value of the expected repayments or
collateral exceed the recorded investments in such loans. At December 31, 2008,
substantially all of the total impaired loans were evaluated based on the fair
value of the collateral. In accordance with SFAS 157, impaired loans where an
allowance is established based on the fair value of collateral require
classification in the fair value hierarchy. When the fair value of the
collateral is based on an observable market price or a current appraised value
which uses substantially observable data, the Company records the impaired loan
as nonrecurring Level 2. When an appraised value is not available or management
determines the fair value of the collateral is further impaired below the
appraised value, or the appraised value contains a significant assumption, and
there is no observable market price, the Company records the impaired loan as
nonrecurring Level 3.
Mortgage servicing rights are carried at fair value. A valuation model, which
utilizes a discounted cash flow analysis using a discount rate and prepayment
speed assumptions is used in the completion of the fair value measurement. While
the prepayment speed assumption is currently quoted for comparable instruments,
the discount rate assumption currently requires a significant degree of
management judgment. As such, the Company classifies mortgage servicing rights
subjected to recurring fair value adjustments as Level 3.
70
Goodwill and identified intangible assets are subject to impairment testing. A
projected cash flow valuation method is used in the completion of impairment
testing. This valuation method requires a significant degree of management
judgment as there are unobservable inputs for these assets. In the event the
projected undiscounted net operating cash flows are less than the carrying
value, the asset is recorded at fair value as determined by the valuation model.
As such, the Company classifies goodwill and other intangible assets subjected
to nonrecurring fair value adjustments as Level 3.
The table below presents the recorded amount of assets and liabilities measured
at fair value on a recurring basis:
Fair value at December 31, 2008 Total Level 1 Level 2 Level 3
Securities available-for-sale $266,561 - $266,561 -
Mortgage servicing rights 2,972 - - 2,972
----------------------------------------
Total assets measured at fair value $269,533 - $266,561 2,972
========================================
The table below presents the recorded amount of assets and liabilities measured
at fair value on a nonrecurring basis:
Fair value at December 31, 2008 Total Level 1 Level 2 Level 3
Impaired loans $27,164 - - $27,164
----------------------------------------
Total assets measured at fair value $27,164 - - $27,164
========================================
The following methods and assumptions were used to estimate the fair value of
each class of financial instrument for which it is practical to estimate that
value. Cash and due from banks, fed funds purchased and sold, accrued interest
receivable and payable, and short-term borrowings are considered short-term
instruments. For these short-term instruments their carrying amount approximates
their fair value.
Securities
For all securities, fair values are based on quoted market prices or dealer
quotes. See Note 3 for further analysis.
Loans
The fair value of variable rate loans is the current carrying value. The
interest rates on these loans are regularly adjusted to market rates. The fair
value of other types of fixed rate loans is estimated by discounting the future
cash flows using current rates at which similar loans would be made to borrowers
with similar credit ratings for the same remaining maturities. The allowance for
loan losses is a reasonable estimate of the valuation allowance needed to adjust
computed fair values for credit quality of certain loans in the portfolio.
Cash Value of Life Insurance
The fair values of insurance policies owned are based on the insurance
contract's cash surrender value.
Deposit Liabilities and Long-Tem Debt
The fair value of demand deposits, savings accounts, and certain money market
deposits is the amount payable on demand at the reporting date. These values do
not consider the estimated fair value of the Company's core deposit intangible,
which is a significant unrecognized asset of the Company. The fair value of time
deposits and debt is based on the discounted value of contractual cash flows.
Securities Sold under Agreements to Repurchase and Federal Funds Purchase or
Sold
For short-term instruments, including securities sold under agreements to
repurchase and federal funds purchased or sold, the carrying amount is a
reasonable estimate of fair value.
Other Borrowings
The fair value of other borrowings is calculated based on the discounted value
of the contractual cash flows using current rates at which such borrowings can
currently be obtained.
Junior Subordinated Debentures
The fair value of junior subordinated debentures is estimated using a discounted
cash flow model. The future cash flows of these instruments are extended to the
next available redemption date or maturity date as appropriate based upon the
spreads of recent issuances or quotes from brokers for comparable bank holding
companies compared to the contractual spread of each junior subordinated
debenture measured at fair value.
Commitments to Extend Credit and Standby Letters of Credit
The fair value of commitments is estimated using the fees currently charged to
enter into similar agreements, taking into account the remaining terms of the
agreements and the present credit worthiness of the counter parties. For fixed
rate loan commitments, fair value also considers the difference between current
levels of interest rates and the committed rates. The fair value of letters of
credit is based on fees currently charged for similar agreements or on the
estimated cost to terminate them or otherwise settle the obligation with the
counter parties at the reporting date.
71
Fair values for financial instruments are management's estimates of the values
at which the instruments could be exchanged in a transaction between willing
parties. These estimates are subjective and may vary significantly from amounts
that would be realized in actual transactions. In addition, other significant
assets are not considered financial assets including, any mortgage banking
operations, deferred tax assets, and premises and equipment. Further, the tax
ramifications related to the realization of the unrealized gains and losses can
have a significant effect on the fair value estimates and have not been
considered in any of these estimates.
The estimated fair values of the Company's financial instruments are as follows:
December 31, 2008 December 31, 2007
--------------------------- -----------------------------
Carrying Fair Carrying Fair
Amount Value Amount Value
--------------------------- -----------------------------
Financial Assets: (in thousands) (in thousands)
Cash and due from banks $86,355 $86,355 $88,798 $88,798
Federal funds sold - - - -
Securities available-for-sale 266,561 266,561 232,427 232,427
Federal Home Loan Bank stock, at cost 9,235 9,235 8,766 8,766
Loans, net 1,563,259 1,623,697 1,534,635 1,554,266
Cash value of life insurance 46,815 46,815 44,981 44,981
Accrued interest receivable 7,935 7,935 8,554 8,554
Financial liabilities:
Deposits 1,669,270 1,646,561 1,545,223 1,483,542
Accrued interest payable 6,146 6,146 7,871 7,871
Federal funds purchased - - 56,000 56,000
Other borrowings 102,005 101,681 116,126 120,088
Junior subordinated debt 41,238 21,856 41,238 41,238
Contract Fair Contract Fair
Off-balance sheet: Amount Value Amount Value
-------------------------- -----------------------------
Commitments $637,940 $6,379 $685,606 $6,856
Standby letters of credit 5,425 54 5,027 50
Overdraft privilege commitments 35,883 359 33,517 335
72
Note 18 - TriCo Bancshares Financial Statements
TriCo Bancshares (Parent Only) Balance Sheets
December 31,
-------------------------
2008 2007
-------------------------
Assets (in thousands)
Cash and Cash equivalents $1,071 $1,405
Investment in Tri Counties Bank 237,473 227,946
Other assets 1,239 1,427
-------------------------
Total assets $239,783 $230,778
Liabilities and shareholders' equity =========================
Other liabilities $613 $662
Junior subordinated debt 41,238 41,238
-------------------------
Total liabilities $41,851 $41,900
-------------------------
Shareholders' equity:
Common stock, no par value: authorized 50,000,000 shares;
issued and outstanding 15,756,101 and 15,911,550 shares, respectively $78,246 $78,775
Retained earnings 117,630 111,655
Accumulated other comprehensive loss, net 2,056 (1,552)
-------------------------
Total shareholders' equity $197,932 $188,878
-------------------------
Total liabilities and shareholder's equity $239,783 $230,778
=========================
Years ended December 31,
------------------------------------
Statements of Income 2008 2007 2006
------------------------------------
(in thousands)
Dividend income $2 $18 $18
Interest expense (2,580) (3,296) (3,202)
Administration expense (536) (701) (584)
------------------------------------
Loss before equity in net income of Tri Counties Bank (3,114) (3,980) (3,768)
Equity in net income of Tri Counties Bank:
Distributed 12,349 13,941 8,995
Undistributed 6,256 14,055 20,014
Income tax benefit 1,307 1,677 1,589
------------------------------------
Net income $16,798 $25,693 $26,830
====================================
Statements of Cash Flows Years ended December 31,
------------------------------------
2008 2007 2006
------------------------------------
Operating activities: (in thousands)
Net income $16,798 $25,693 $26,830
Adjustments to reconcile net income to net cash provided
by operating activities:
Undistributed equity in Tri Counties Bank (6,256) (14,055) (20,014)
Stock option vesting expense 629 782 662
Stock option excess tax benefits 444 (1,731) (205)
Net change in other assets and liabilities (490) (754) (167)
------------------------------------
Net cash provided by operating activities 11,125 9,935 7,106
Investing activities: None
Financing activities:
Issuance of common stock through option exercise - 704 537
Stock option excess tax benefits (444) 1,731 205
Repurchase of common stock (2,822) (4,167) --
Cash dividends paid -- common (8,193) (8,270) (7,595)
------------------------------------
Net cash used for financing activities (11,459) (10,002) (6,853)
------------------------------------
Increase (decrease) in cash and cash equivalents (334) (67) 253
Cash and cash equivalents at beginning of year 1,405 1,472 1,219
------------------------------------
Cash and cash equivalents at end of year $1,071 $1,405 $1,472
====================================
73
Note 19 - Regulatory Matters
The Company is subject to various regulatory capital requirements administered
by federal banking agencies. Failure to meet minimum capital requirements can
initiate certain mandatory, and possibly additional discretionary actions by
regulators that, if undertaken, could have a direct material effect on the
Company's consolidated financial statements. Under capital adequacy guidelines
and the regulatory framework for prompt corrective action, the Company must meet
specific capital guidelines that involve quantitative measures of the Company's
assets, liabilities and certain off-balance-sheet items as calculated under
regulatory accounting practices. The Company's capital amounts and
classification are also subject to qualitative judgments by the regulators about
components, risk weightings and other factors.
Quantitative measures established by regulation to ensure capital adequacy
require the Company to maintain minimum amounts and ratios (set forth in the
table below) of total and Tier 1 capital to risk-weighted assets, and of Tier 1
capital to average assets. Management believes, as of December 31, 2008, that
the Company meets all capital adequacy requirements to which it is subject.
As of December 31, 2008, the most recent notification from the FDIC categorized
the Bank as well capitalized under the regulatory framework for prompt
corrective action. To be categorized as well capitalized the Bank must maintain
minimum total risk-based, Tier 1 risk-based and Tier 1 leverage ratios as set
forth in the table below. There are no conditions or events since that
notification that Management believes have changed the institution's category.
The Bank's actual capital amounts and ratios are also presented in the table.
Minimum
To Be Well
Capitalized Under
Minimum Prompt Corrective
Actual Capital Requirement Action Provisions
---------------------------------------------------------------------------
Amount Ratio Amount Ratio Amount Ratio
---------------------------------------------------------------------------
As of December 31, 2008: (dollars in thousands)
Total Capital (to Risk Weighted Assets):
Consolidated $244,032 12.42% $157,155 8.0% N/A N/A
Tri Counties Bank $243,557 12.41% $157,055 8.0% $196,318 10.0%
Tier 1 Capital (to Risk Weighted Assets):
Consolidated $219,407 11.17% $78,577 4.0% N/A N/A
Tri Counties Bank $218,948 11.15% $78,527 4.0% $117,791 6.0%
Tier 1 Capital (to Average Assets):
Consolidated $219,407 11.09% $79,147 4.0% N/A N/A
Tri Counties Bank $218,948 11.07% $79,093 4.0% $98,866 5.0%
As of December 31, 2007:
Total Capital (to Risk Weighted Assets):
Consolidated $232,747 11.90% $156,501 8.0% N/A N/A
Tri Counties Bank $231,815 11.86% $156,387 8.0% $195,484 10.0%
Tier 1 Capital (to Risk Weighted Assets):
Consolidated $213,326 10.90% $78,251 4.0% N/A N/A
Tri Counties Bank $212,394 10.87% $78,194 4.0% $117,290 6.0%
Tier 1 Capital (to Average Assets):
Consolidated $213,326 11.16% $76,429 4.0% N/A N/A
Tri Counties Bank $212,394 11.12% $76,366 4.0% $95,458 5.0%
74
Note 20 - Summary of Quarterly Results of Operations (unaudited)
The following table sets forth the results of operations for the four quarters
of 2008 and 2007, and is unaudited; however, in the opinion of Management, it
reflects all adjustments (which include only normal recurring adjustments)
necessary to present fairly the summarized results for such periods.
2008 Quarters Ended
--------------------------------------------------------
December 31, September 30, June 30, March 31,
--------------------------------------------------------
(dollars in thousands, except per share data)
Interest income $29,679 $29,971 $30,332 $31,130
Interest expense 7,064 7,252 7,471 9,765
------- ------- ------- -------
Net interest income 22,615 22,719 22,861 21,365
Provision for loan losses 5,450 2,600 8,800 4,100
------- ------- ------- -------
Net interest income after
provision for loan losses
Noninterest income 6,165 6,792 7,280 6,850
Noninterest expense 16,732 16,589 17,844 17,573
------- ------- ------- -------
Income before income taxes 6,598 10,322 3,497 6,542
Income tax expense 2,357 4,087 1,223 2,494
-------- -------- -------- ---------
Net income $ 4,241 $ 6,235 $ 2,274 $ 4,048
======== ======== ======== ========
Per common share:
Net income (diluted) $ 0.26 $ 0.39 $ 0.14 $ 0.25
======== ======== ======== ========
Dividends $ 0.13 $ 0.13 $ 0.13 $ 0.13
======== ======== ======== ========
2007 Quarters Ended
--------------------------------------------------------
December 31, September 30, June 30, March 31,
--------------------------------------------------------
(dollars in thousands, except per share data)
Interest income $32,179 $32,442 $31,986 $30,661
Interest expense 10,869 10,602 9,895 9,216
------- ------- ------- -------
Net interest income 21,310 21,840 22,091 21,445
Provision for loan losses 1,350 700 500 482
------- ------- ------ -------
Net interest income after
provision for loan losses 19,960 21,140 21,591 20,963
Noninterest income 7,114 6,847 7,029 6,600
Noninterest expense 17,751 16,752 17,443 16,960
------- ------ ------- ------
Income before income taxes 9,323 11,235 11,177 10,603
Income tax expense 3,622 4,442 4,422 4,159
-------- ------- ------- -------
Net income $ 5,701 $ 6,793 $ 6,755 $ 6,444
======== ======== ======== ========
Per common share:
Net income (diluted) $ 0.35 $ 0.42 $ 0.41 $ 0.39
======== ======== ======== ========
Dividends $ 0.13 $ 0.13 $ 0.13 $ 0.13
======== ======== ======== ========
75
MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management of TriCo Bancshares is responsible for establishing and maintaining
effective internal control over financial reporting. Internal control over
financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with U.S. generally
accepted accounting principles.
Under the supervision and with the participation of management, including the
principal executive officer and principal financial officer, the Company
conducted an evaluation of the effectiveness of internal control over financial
reporting based on the framework in Internal Control - Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on this evaluation under the framework in Internal Control - Integrated
Framework, management of the Company has concluded the Company maintained
effective internal control over financial reporting, as such term is defined in
Securities Exchange Act of 1934 Rules 13a-15(f), as of December 31, 2008.
Internal control over financial reporting cannot provide absolute assurance of
achieving financial reporting objectives because of its inherent limitations.
Internal control over financial reporting is a process that involves human
diligence and compliance and is subject to lapses in judgment and breakdowns
resulting from human failures. Internal control over financial reporting can
also be circumvented by collusion or improper management override. Because of
such limitations, there is a risk that material misstatements may not be
prevented or detected on a timely basis by internal control over financial
reporting. However, these inherent limitations are known features of the
financial reporting process. Therefore, it is possible to design into the
process safeguards to reduce, though not eliminate, this risk.
Management is also responsible for the preparation and fair presentation of the
consolidated financial statements and other financial information contained in
this report. The accompanying consolidated financial statements were prepared in
conformity with U.S. generally accepted accounting principles and include, as
necessary, best estimates and judgments by management.
Moss Adams LLP, an independent registered public accounting firm, has audited
the Company's consolidated financial statements as of and for the year ended
December 31, 2008, and the Company's effectiveness of internal control over
financial reporting as of December 31, 2008, as stated in its reports, which are
included herein.
/s/ Richard P. Smith
-------------------------------------
Richard P. Smith
President and Chief Executive Officer
/s/ Thomas J. Reddish
-------------------------------------
Thomas J. Reddish
Executive Vice President and Chief Financial Officer
March 12, 2009
76
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders
TriCo Bancshares
We have audited the accompanying consolidated balance sheets of TriCo Bancshares
and subsidiary, (the Company) as of December 31, 2008 and 2007 and the related
consolidated statements of income, changes in shareholders' equity and cash
flows for the years then ended. We have also audited TriCo Bancshares internal
control over financial reporting as of December 31, 2008, based on criteria
established in Internal Control - Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission (COSO). TriCo's
management is responsible for these financial statements, for maintaining
effective internal control over financial reporting, and for its assessment of
the effectiveness of internal control over financial reporting. Our
responsibility is to express an opinion on these financial statements and an
opinion on the effectiveness of the Company's internal control over financial
reporting based on our audits.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement and whether effective internal
control over financial reporting was maintained in all material respects. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. An audit of internal
control over financial reporting includes obtaining an understanding of internal
control over financial reporting, assessing the risk that a material weakness
exists, testing and evaluating the design and operating effectiveness of
internal control based on the assessed risk, and performing such other
procedures as we considered necessary in the circumstances. We believe that our
audits provide a reasonable basis for our opinion.
A company's internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. A company's internal control over
financial reporting includes those policies and procedures that (1) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of assets of the company; (2) provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of
the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company's
assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
the effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of TriCo
Bancshares and subsidiary as of December 31, 2008 and 2007 and the results of
their operations and cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States of America. Also,
in our opinion TriCo Bancshares maintained, in all material respects, effective
internal control over financial reporting as of December 31, 2008, based on
criteria established in Internal Control - Integrated Framework issued by the
COSO.
As discussed in Notes 1 and 17 to the consolidated financial statements,
effective January 1, 2008, the Company adopted the provisions of Statement of
Financial Accounting Standard (SFAS) No. 157, Fair Value Measurements and
Emerging Task Force (EITF) 06-04, Accounting for Deferred Compensation and
Postretirement Benefits Aspects of Split Dollar Life Insurance Arrangements.
/s/ Moss Adams LLP
Stockton, California
March 12, 2009
77
Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders
TriCo Bancshares:
We have audited the accompanying consolidated statements of income, changes in
shareholders' equity, and cash flows of TriCo Bancshares and subsidiary (the
Company) for the year ended December 31, 2006. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the results of operations and cash flows of
TriCo Bancshares and subsidiary for the year ended December 31, 2006, in
conformity with U.S. generally accepted accounting principles.
/s/ KPMG LLP
Sacramento, California
March 13, 2007
78
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
On March 15, 2007, our audit committee dismissed our principal independent
auditor, KPMG, LLP, and engaged the services of Moss Adams LLP as our new
principal independent auditor on March 15, 2007, for the year ended December 31,
2007. During the years ended December 31, 2005 and 2006, and the following
interim period through March 15, 2007, we did not consult with Moss Adams
regarding any of the matters or events set forth in Item 304(a)(2)(i) and (ii)
of Regulation S-K.
During the years ended December 31, 2005 and 2006, and the following interim
period through March 15, 2007, there were no disagreements between TriCo and
KPMG on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements, if not resolved
to KPMG's satisfaction, would have caused KPMG to make reference to the subject
matter of the disagreement in connection with its reports on our financial
statements for such periods. Also, none of the reportable events described under
Item 304(a)(1)(v) of Regulation S-K occurred within the two most recent years
ended December 31, 2005 and 2006 or within the following interim period through
March 15, 2007.
The audit reports of KPMG on our consolidated financial statements as of and for
the years ended December 31, 2005 and 2006 did not contain any adverse opinion
or disclaimer of opinion, nor were they qualified or modified as to uncertainty,
audit scope or accounting principles. We requested KPMG to furnish us with a
letter addressed to the Securities and Exchange Commission stating whether they
agreed with the above statements. A copy of that letter was filed with the
Commission on a Form 8-K filed on March 21, 2007.
ITEM 9A. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures
As of December 31, 2008, the end of the period covered by this Annual Report on
Form 10-K, the Company's Chief Executive Officer and Chief Financial Officer
evaluated the effectiveness of the Company's disclosure controls and procedures
(as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934). Based
upon that evaluation, the Company's Chief Executive Officer and Chief Financial
Officer each concluded that as of December 31, 2008, the Company's disclosure
controls and procedures were effective to ensure that the information required
to be disclosed by the Company in this Annual Report on Form 10-K was recorded,
processed, summarized and reported within the time periods specified in the
SEC's rules and instructions for Form 10-K.
(b) Management's Report on Internal Control over Financial Reporting and
Attestation Report of Registered Public Accounting Firm
Management's report on internal control over financial reporting is set forth on
page 76 of this report and is incorporated herein by reference. The
effectiveness of the Company's internal control over financial reporting as of
December 31, 2008 has been audited by Moss Adams LLP, an independent registered
public accounting firm, as stated in its report, which is set forth on page XX
of this report and is incorporated herein by reference.
(c) Changes in Internal Control over Financial Reporting
No change in the Company's internal control over financial reporting occurred
during the fourth quarter of the year ended December 31, 2008, that has
materially affected, or is reasonably likely to materially affect, the Company's
internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
All information required to be disclosed in a current report on Form 8-K during
the fourth quarter of 2008 was so disclosed.
79
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this Item 10 is incorporated herein by reference
from the Company's Proxy Statement for the annual meeting of shareholders to be
held on May 19, 2009, which will be filed with the Commission pursuant to
Regulation 14A.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item 11 is incorporated herein by reference
from the Company's Proxy Statement for the annual meeting of shareholders to be
held on May 19, 2009, which will be filed with the Commission pursuant to
Regulation 14A.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The information required by this Item 12 is incorporated herein by reference
from the Company's Proxy Statement for the annual meeting of shareholders to be
held on May 19, 2009, which will be filed with the Commission pursuant to
Regulation 14A.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
The information required by this Item 13 is incorporated herein by reference
from the Company's Proxy Statement for the annual meeting of shareholders to be
held on May 19, 2009, which will be filed with the Commission pursuant to
Regulation 14A.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this Item 14 is incorporated herein by reference
from the Company's Proxy Statement for the annual meeting of shareholders to be
held on May 19, 2009, which will be filed with the Commission pursuant to
Regulation 14A.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Documents filed as part of this report:
1. All Financial Statements.
The consolidated financial statements of Registrant are included
beginning at page 41 of Item 8 of this report, and are incorporated
herein by reference.
2. Financial statement schedules.
Schedules have been omitted because they are not applicable or are not
required under the instructions contained in Regulation S-X or because
the information required to be set forth therein is included in the
consolidated financial statements or notes thereto at Item 8 of this
report.
3. Exhibits.
The exhibit list required by this item is incorporated by reference to
the Exhibit Index filed with this report.
80
(b) Exhibits filed:
See Exhibit Index under Item 15(a)(3) above for the list of exhibits
required to be filed by Item 601 of regulation S-K with this report.
(c) Financial statement schedules filed:
See Item 15(a)(2) above.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Date: March 12, 2009 TRICO BANCSHARES
By: /s/ Richard P. Smith
----------------------------------------
Richard P. Smith, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant in
the capacities and on the dates indicated.
Date: March 12, 2009 /s/ Richard P. Smith
----------------------------------------
Richard P. Smith, President, Chief
Executive Officer and Director
(Principal Executive Officer)
Date: March 12, 2009 /s/ Thomas J. Reddish
----------------------------------------
Thomas J. Reddish, Executive Vice
President and Chief Financial Officer
(Principal Financial and Accounting
Officer)
Date: March 12, 2009 /s/ Donald J. Amaral
----------------------------------------
Donald J. Amaral, Director
Date: March 12, 2009 /s/ William J. Casey
----------------------------------------
William J. Casey, Director and Chairman
of the Board
Date: March 12, 2009 /s/ Craig S. Compton
----------------------------------------
Craig S. Compton, Director
81
Date: March 12, 2009 /s/ L. Gage Chrysler
----------------------------------------
L. Gage Chrysler, Director
Date: March 12, 2009 /s/ John S.A. Hasbrook
----------------------------------------
John S.A. Hasbrook, Director
Date: March 12, 2009 /s/ Michael W. Koehnen
----------------------------------------
Michael W. Koehnen, Director
Date: March 12, 2009 /s/ Donald E. Murphy
----------------------------------------
Donald E. Murphy, Director and
Vice Chairman of the Board
Date: March 12, 2009 /s/ Steve G. Nettleton
----------------------------------------
Steve G. Nettleton, Director
Date: March 12, 2009 /s/ Carroll R. Taresh
----------------------------------------
Carroll R. Taresh, Director
Date: March 12, 2009 /s/ Alex A. Vereschagin. Jr.
----------------------------------------
Alex A. Vereschagin, Jr., Director
82
Exhibit No. Exhibit Index
3.1* Restated Articles of Incorporation dated May 9, 2003, filed as
Exhibit 3.1 to TriCo's Quarterly Report on Form 10-Q for the
quarter ended March 31, 2003.
3.2* Bylaws of TriCo Bancshares, as amended, filed as Exhibit 3.2 to
TriCo's Form S-4 Registration Statement dated January 16, 2003
(No. 333-102546).
4* Certificate of Determination of Preferences of Series AA Junior
Participating Preferred Stock filed as Exhibit 3.3 to TriCo's
Quarterly Report on Form 10-Q for the quarter ended September 30,
2001.
10.1* Rights Agreement dated June 25, 2001, between TriCo and Mellon
Investor Services LLC filed as Exhibit 1 to TriCo's Form 8-A
dated July 25, 2001.
10.2* Form of Change of Control Agreement dated as of August 23, 2005,
between TriCo, Tri Counties Bank and each of Bruce Belton, Dan
Bailey, Craig Carney, Gary Coelho, Rick Miller, Richard
O'Sullivan, Thomas Reddish, and Ray Rios filed as Exhibit 10.2 to
TriCo's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2005.
10.6* TriCo's 1995 Incentive Stock Option Plan filed as Exhibit 4.1 to
TriCo's Form S-8 Registration Statement dated August 23, 1995
(No. 33-62063).
10.7* TriCo's 2001 Stock Option Plan, as amended, filed as Exhibit 10.7
to TriCo's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2005.
10.8* Amended Employment Agreement between TriCo and Richard Smith
dated as of August 23, 2005 filed as Exhibit 10.8 to TriCo's
Quarterly Report on Form 10-Q for the quarter ended September 30,
2005.
10.9* Tri Counties Bank Executive Deferred Compensation Plan restated
April 1, 1992, and January 1, 2005 filed as Exhibit 10.9 to
TriCo's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2005.
10.10* Tri Counties Bank Deferred Compensation Plan for Directors
effective January 1, 2005 filed as Exhibit 10.10 to TriCo's
Quarterly Report on Form 10-Q for the quarter ended September 30,
2005.
10.11* 2005 Tri Counties Bank Deferred Compensation Plan for Executives
and Directors effective January 1, 2005 and amended November 12,
2008 filed as Exhibit 99.1 to TriCo's Form 8-K dated January 5,
2009.
10.13* Tri Counties Bank Supplemental Retirement Plan for Directors
dated September 1, 1987, as restated January 1, 2001, and amended
and restated January 1, 2004 filed as Exhibit 10.12 to TriCo's
Quarterly Report on Form 10-Q for the quarter ended June 30,
2004.
10.14* 2004 TriCo Bancshares Supplemental Retirement Plan for Directors
effective January 1, 2004 filed as Exhibit 10.13 to TriCo's
Quarterly Report on Form 10-Q for the quarter ended June 30,
2004.
10.15* Tri Counties Bank Supplemental Executive Retirement Plan
effective September 1, 1987, as amended and restated January 1,
2004 filed as Exhibit 10.14 to TriCo's Quarterly Report on Form
10-Q for the quarter ended June 30, 2004.
10.16* 2004 TriCo Bancshares Supplemental Executive Retirement Plan
effective January 1, 2004 and amended December 30, 2008 filed as
Exhibit 99.2 to TriCo's Form 8-K dated January 5, 2009.
83
10.17* Form of Joint Beneficiary Agreement effective March 31, 2003
between Tri Counties Bank and each of George Barstow, Dan Bailey,
Dan Bay, Ron Bee, Craig Carney, Robert Elmore, Greg Gill, Richard
Miller, Richard O'Sullivan, Thomas Reddish, Jerald Sax, and
Richard Smith, filed as Exhibit 10.14 to TriCo's Quarterly Report
on Form 10-Q for the quarter ended September 30, 2003.
10.18* Form of Joint Beneficiary Agreement effective March 31, 2003
between Tri Counties Bank and each of Don Amaral, Dan Bailey,
William Casey, Craig Compton, John Hasbrook, Michael Koehnen,
Donald Murphy, Carroll Taresh, and Alex Vereshagin, filed as
Exhibit 10.15 to TriCo's Quarterly Report on Form 10-Q for the
quarter ended September 30, 2003.
10.19* Form of Tri-Counties Bank Executive Long Term Care Agreement
effective June 10, 2003 between Tri Counties Bank and each of Dan
Bailey, Craig Carney, Richard Miller, Richard O'Sullivan, and
Thomas Reddish, filed as Exhibit 10.16 to TriCo's Quarterly
Report on Form 10-Q for the quarter ended September 30, 2003.
10.20* Form of Tri-Counties Bank Director Long Term Care Agreement
effective June 10, 2003 between Tri Counties Bank and each of Don
Amaral, Dan Bailey, William Casey, Craig Compton, John Hasbrook,
Michael Koehnen, Donald Murphy, Carroll Taresh, and Alex
Vereschagin, filed as Exhibit 10.17 to TriCo's Quarterly Report
on Form 10-Q for the quarter ended September 30, 2003.
10.21* Form of Indemnification Agreement between TriCo Bancshares/Tri
Counties Bank and each of the directors of TriCo Bancshares/Tri
Counties Bank effective on the date that each director is first
elected, filed as Exhibit 10.18 to TriCo'S Annual Report on Form
10-K for the year ended December 31, 2003.
10.22* Form of Indemnification Agreement between TriCo Bancshares/Tri
Counties Bank and each of Dan Bailey, Craig Carney, Rick Miller,
Richard O'Sullivan, Thomas Reddish, Ray Rios, and Richard Smith
filed as Exhibit 10.21 to TriCo's Quarterly Report on Form 10-Q
for the quarter ended June 30, 2004.
21.1 Subsidiaries of the Registrant
23.1 Independent Registered Public Accounting Firm's Consent
23.2 Independent Registered Public Accounting Firm's Consent
31.1 Rule 13a-14(a)/15d-14(a) Certification of CEO
31.2 Rule 13a-14(a)/15d-14(a) Certification of CFO
32.1 Section 1350 Certification of CEO
32.2 Section 1350 Certification of CFO
* Management contract or compensatory plan or arrangement
Exhibit 21
Subsidiaries of TriCo Bancshares
As of December 31, 2008
--------------------------------
Subsidiary State and Form of Organization
---------- ------------------------------
Tri Counties Bank California banking corporation,
TriCo Capital Trust I Delaware business trust
TriCo Capital Trust II Delaware business trust
84
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in Registration Statement Nos. No.
033-62063, No. 333-6664 and No. 333-115455 on Form S-8 of our report dated March
12, 2009, relating to the consolidated financial statements and the
effectiveness of internal controls over financial reporting, appearing in this
Annual Report on Form 10-K of TriCo Bancshares for the year ended December 31,
2008.
/s/ Moss Adams LLP
Stockton, California
March 12, 2009
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
The Board of Directors
TriCo Bancshares:
We consent to the incorporation by reference in the registration statement (Nos.
333-115455, 033-62063, and 333-66064) on Form S-8 of TriCo Bancshares and
subsidiary of our report dated March 13, 2007, with respect to the consolidated
balance sheet of TriCo Bancshares and subsidiary as of December 31, 2006, and
the related consolidated statements of income, changes in shareholders' equity,
and cash flows for each of the years in the two-year period ended December 31,
2006, which report appears in the December 31, 2007, annual report on Form 10-K
of TriCo Bancshares.
/s/ KPMG LLP
Sacramento, California
March 12, 2009
85
Exhibit 31.1
Rule 13a-14/15d-14 Certification of CEO
I, Richard P. Smith, certify that;
1. I have reviewed this annual report on Form 10-K of TriCo Bancshares;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this annual report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and we have:
a. Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during
the period in which this annual report is being prepared;
b. Designed such internal control over financial reporting, or
caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this
report based on such evaluations; and
d. Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the
registrant's fourth quarter that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of the
registrant's board of directors:
a. All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant's
ability to record, process, summarize and report financial
information; and
b. Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal control over financial reporting.
Date: March 12, 2009 /s/ Richard P. Smith
---------------------------------------
Richard P. Smith
President and Chief Executive Officer
86
Exhibit 31.2
Rule 13a-14/15d-14 Certification of CFO
I, Thomas J. Reddish, certify that;
1. I have reviewed this annual report on Form 10-K of TriCo Bancshares;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this annual report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and we have:
a. Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during
the period in which this annual report is being prepared;
b. Designed such internal control over financial reporting, or
caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this
report based on such evaluations; and
d. Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the
registrant's fourth quarter that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of the
registrant's board of directors:
a. All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant's
ability to record, process, summarize and report financial
information; and
b. Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal control over financial reporting.
Date: March 12, 2009 /s/ Thomas J. Reddish
----------------------------
Thomas J. Reddish
Executive Vice President and
Chief Financial
87
Exhibit 32.1
Section 1350 Certification of CEO
In connection with the Annual Report of TriCo Bancshares (the "Company") on Form
10-K for the year ended December 31, 2008 as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), I, Richard P. Smith,
President and Chief Executive Officer of the Company, certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of
operations of the Company.
/s/ Richard P. Smith
-------------------------------------
Richard P. Smith
President and Chief Executive Officer
A signed original of this written statement required by Section 906 has been
provided to TriCo Bancshares and will be retained by TriCo Bancshares and
furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 32.2
Section 1350 Certification of CFO
In connection with the Annual Report of TriCo Bancshares (the "Company") on Form
10-K for the year ended December 31, 2008 as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), I, Thomas J. Reddish,
Executive Vice President and Chief Financial Officer of the Company, certify,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of
operations of the Company.
/s/ Thomas J. Reddish
------------------------------------
Thomas J. Reddish
Executive Vice President and Chief Financial Officer
A signed original of this written statement required by Section 906 has been
provided to TriCo Bancshares and will be retained by TriCo Bancshares and
furnished to the Securities and Exchange Commission or its staff upon request.
88