UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 2006 TriCo Bancshares (Exact name of registrant as specified in its charter) California 0-10661 94-2792841 ------------------------ --------------- -------------------- (State or other (Commission File No.) (I.R.S. Employer jurisdiction of Identification No.) incorporation or organization) 63 Constitution Drive, Chico, California 95973 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code:(530) 898-0300 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 2.02: Results of Operations and Financial Condition --------------------------------------------------------- On January 31, 2006 TriCo Bancshares announced its quarterly earnings for the period ended December 31, 2005. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference. Item 9.01: Exhibits ------------------- (c) Exhibits 99.1 Press release dated January 31, 2006 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. TRICO BANCSHARES Date: January 31, 2006 By: /s/ Thomas J. Reddish -------------------------------------- Thomas J. Reddish, Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) INDEX TO EXHIBITS Exhibit No. Description ----------- -------------------------------------------- 99.1 Press release dated January 31, 2006 PRESS RELEASE Contact: Thomas J. Reddish For Immediate Release Executive Vice President & CFO (530) 898-0300 TRICO BANCSHARES ANNOUNCES RECORD ANNUAL AND QUARTERLY EARNINGS FOR THE PERIODS ENDED DECEMBER 31, 2005 CHICO, Calif. - (January 31, 2006) - TriCo Bancshares (NASDAQ: TCBK), parent company of Tri Counties Bank, today announced record annual earnings of $23,671,000 for the year ended December 31, 2005. This represents a 17.3% increase when compared with earnings of $20,182,000 for the year ended December 31, 2004. Diluted earnings per share for the year ended December 31, 2005 increased 16.9% to $1.45 from $1.24 for the year ended December 31, 2004. Total assets of the Company increased $213 million (13.1%) to $1.841 billion at December 31, 2005 versus $1.628 billion at December 31, 2004. Total loans of the Company increased $212 million (18.1%) to $1.385 billion at December 31, 2005 versus $1.173 billion at December 31, 2004. Total deposits of the Company increased $148 million (11.0%) to $1.497 billion at December 31, 2005 versus $1.349 billion at December 31, 2004. Net income for the quarter ended December 31, 2005 increased 25.8% to $6,734,000 from $5,355,000 in the quarter ended December 31, 2004. Diluted earnings per share increased 24.2% to $0.41 in the quarter ended December 31, 2005 from $0.33 in the quarter ended December 31, 2004. Richard Smith, President and Chief Executive Officer commented, "We are very pleased with the results TriCo achieved during the quarter and year ended December 31, 2005. During this time of rapidly increasing short-term interest rates, steady to lower longer-term interest rates, and increased regulatory and compliance requirements, our team members were able to achieve record financial results for our Company. Almost all aspects of the Company's performance were strong in 2005 including very strong loan and deposit growth while maintaining strong credit quality and net interest margin. On top of all that, we continued to restrain growth of total noninterest expenses while opening three new in-store branches, and remodeling and expanding our Sacramento-Arden Fair office during 2005." The increase in earnings for the quarter ended December 31, 2005 over the year-ago quarter was due to a $2,103,000 (11.3%) increase in net interest income to $20,766,000, and an $886,000 (15.5%) increase in noninterest income to $6,622,000, which were partially offset by a $744,000 increase in provision for loan loss to $561,000 from a $183,000 reversal, or negative, provision for loan losses during the quarter ended December 31, 2004. Noninterest expense decreased $15,000 (0.1%) to $15,800,000 from the year-ago quarter. The increase in net interest income was due to the loan growth noted above, which was partially offset by a decrease in fully tax-equivalent net interest margin to 5.21% during the quarter ended December 31, 2005 versus 5.28% during the quarter ended December 31, 2004. The fully tax-equivalent net interest margin was 5.10% during the quarter ended September 30, 2005. The increase in noninterest income was primarily due to a $524,000 (12.3%) increase in service charges and fees to $4,790,000 during the quarter ended December 31, 2005 from the quarter ended December 31, 2004, which was due to the introduction of a business overdraft privilege product during 2005. Other noninterest income increased $362,000 (24.6%) to $1,832,000 due mainly to a $185,000 increase in income from cash value of life insurance to $467,000, and a $141,000 increase in gain on sale of loans to $484,000, offset by a $105,000 decrease in commission on sale of nondeposit investment products to $515,000. The $744,000 increase in provision for loan loss from the quarter ended December 31, 2004 was mainly due to growth in loan balances during the quarter ended December 31, 2005 as credit quality of the loan portfolio remained high. Net loan charge-offs during the quarter ended December 31, 2005 were $131,000. Nonperforming loans, net of government agency guarantees, were $2,961,000 at December 31, 2005 compared to $4,906,000 and at December 31, 2004. The Company's allowance for losses, which consists of the allowance for loan losses and the reserve for unfunded commitments, was $18,039,000 or 1.30% of total loans outstanding and 609% of nonperforming loans at December 31, 2005 compared to $16,057,000 or 1.37% of total loans outstanding and 327% of nonperforming loans at December 31, 2004. The $15,000 decrease in noninterest expense during the quarter ended December 31, 2005 was mainly due to a $315,000 (4.2%) decrease in other noninterest expenses to $7,235,000 offset by a $300,000 (3.6%) increase in salaries and benefits expense to $8,565,000. The decrease in other noninterest expense was mainly due to a $344,000 decrease in provision for losses - unfunded commitments to $139,000, while efficiencies in operations kept other noninterest expenses approximately the same as the year-ago quarter. The increase in salaries and benefits expense was the result of regular salary increases, incentive compensation related to the loan and deposit growth noted above, and the opening of branches in Woodland, Lincoln, Folsom, Sacramento and Roseville in November 2004, February 2005, March 2005, September 2005 and November 2005, respectively. Mr. Smith continued, "We continue to differentiate ourselves from the competition by offering high levels of service and convenience to our markets with more branch locations, and extended weekday, weekend and holiday hours. Today, we opened our 49th and newest branch inside the Wal-Mart Supercenter at 1150 Harter Road in Yuba City, California. We currently anticipate that we will continue to grow within the Central Valley of California by maximizing revenue growth and new customer opportunities within this region. As always, we remain focused on shareholder value which we measure primarily through earnings per share and growth in earnings per share." As of January 31, 2006, the Company had purchased 374,371 shares of its common stock under its stock repurchase plan announced on July 31, 2003 and amended on April 9, 2004, which leaves 125,629 shares available for repurchase under the plan. In addition to the historical information contained herein, this press release contains certain forward-looking statements. The reader of this press release should understand that all such forward-looking statements are subject to various uncertainties and risks that could affect their outcome. The Company's actual results could differ materially from those suggested by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, variances in the actual versus projected growth in assets, return on assets, loan losses, expenses, rates charged on loans and earned on securities investments, rates paid on deposits, competition effects, fee and other noninterest income earned as well as other factors. This entire press release should be read to put such forward-looking statements in context and to gain a more complete understanding of the uncertainties and risks involved in the Company's business. TriCo Bancshares and Tri Counties Bank are headquartered in Chico, California. Tri Counties Bank has a 30-year history in the banking industry. Tri Counties Bank operates 32 traditional branch locations and 17 in-store branch locations in 22 California counties. Tri Counties Bank offers financial services and provides a diversified line of products and services to consumers and businesses, which include demand, savings and time deposits, consumer finance, online banking, mortgage lending, and commercial banking throughout its market area. It operates a network of 58 ATMs and a 24-hour, seven days a week telephone customer service center. Brokerage services are provided at the Bank's offices by the Bank's association with Raymond James Financial, Inc. For further information please visit the Tri Counties Bank web-site at http://www.tricountiesbank.com. TRICO BANCSHARES - CONSOLIDATED FINANCIAL DATA (Unaudited. Dollars in thousands, except per share data) Three months ended ----------------------------------------------------------------------------- December 31, September 30, June 30, March 31, December 31, 2005 2005 2005 2005 2004 ----------------------------------------------------------------------------- Statement of Income Data Interest income $26,876 $25,334 $23,910 $22,636 $22,441 Interest expense 6,100 5,519 4,789 4,121 3,768 Net interest income $20,776 19,815 19,121 18,515 18,673 Provision (benefit) for loan losses 561 947 561 100 (183) Noninterest income: Service charges and fees 4,790 4,795 4,505 4,062 4,266 Other income 1,832 1,837 1,805 1,265 1,470 Total noninterest income 6,622 6,632 6,310 5,327 5,736 Noninterest expense: Salaries and benefits 8,565 8,584 8,408 8,369 8,265 Intangible amortization 346 346 346 343 343 Provision for losses - unfunded commitments 139 3 39 100 483 Other expense 6,750 6,747 6,724 6,301 6,724 Total noninterest expense 15,800 15,680 15,517 15,113 15,815 Income before taxes 11,037 9,820 9,353 8,629 8,777 Net income $6,734 $5,961 $5,737 $5,239 $5,355 Share Data Basic earnings per share $0.43 $0.38 $0.37 $0.33 $0.34 Diluted earnings per share 0.41 0.37 0.35 0.32 0.33 Book value per common share 9.52 9.30 9.10 8.87 8.79 Tangible book value per common share $8.25 $8.04 $7.81 $7.57 $7.45 Shares outstanding 15,707,835 15,728,106 15,684,092 15,733,517 15,723,317 Weighted average shares 15,711,257 15,687,547 15,701,867 15,729,725 15,712,605 Weighted average diluted shares 16,336,888 16,330,035 16,288,728 16,366,705 16,396,447 Credit Quality Non-performing loans, net of government agency guarantees $2,961 $3,048 $2,922 $4,072 $4,906 Other real estate owned - - - - - Loans charged-off 392 479 513 295 579 Loans recovered $261 $436 $281 $233 $120 Allowance for losses to total loans(1) 1.30% 1.32% 1.32% 1.37% 1.37% Allowance for losses to NPLs(1) 609% 573% 567% 398% 327% Allowance for losses to NPAs(1) 609% 573% 567% 398% 327% Selected Financial Ratios Return on average total assets 1.51% 1.37% 1.37% 1.29% 1.35% Return on average equity 18.00% 16.26% 16.03% 14.83% 15.44% Average yield on loans 7.11% 6.93% 6.85% 6.69% 6.82% Average yield on interest-earning assets 6.72% 6.51% 6.39% 6.25% 6.33% Average rate on interest-bearing liabilities 1.94% 1.79% 1.62% 1.43% 1.35% Net interest margin (fully tax-equivalent) 5.21% 5.10% 5.12% 5.12% 5.28% Total risk based capital ratio 10.8% 11.2% 11.5% 11.9% 11.9% Tier 1 Capital ratio 9.8% 10.1% 10.5% 10.8% 10.7% (1) Allowance for losses includes allowance for loan losses and reserve for unfunded commitments. TRICO BANCSHARES - CONSOLIDATED FINANCIAL DATA (Unaudited. Dollars in thousands, except per share data) Three months ended ------------------------------------------------------------------------ December 31, September 30, June 30, March 31, December 31, 2005 2005 2005 2005 2004 ------------------------------------------------------------------------ Balance Sheet Data Cash and due from banks $90,562 $85,413 $79,287 $77,365 $70,037 Federal funds sold 2,377 218 235 181 - Securities, available-for-sale 260,278 271,134 288,902 293,730 286,013 Federal Home Loan Bank Stock 7,602 7,516 7,440 6,781 6,781 Loans Commercial loans 143,175 141,057 137,620 125,354 140,332 Consumer loans 508,233 494,277 456,247 425,437 410,198 Real estate mortgage loans 623,511 600,875 573,836 556,059 544,373 Real estate construction loans 110,116 91,881 82,349 75,583 78,064 Total loans, gross 1,385,035 1,328,090 1,250,052 1,182,433 1,172,967 Allowance for loan losses (16,226) (15,796) (14,892) (14,563) (14,525) Premises and equipment 21,291 21,223 21,182 20,599 19,853 Cash value of life insurance 41,768 41,519 41,099 40,699 40,479 Goodwill 15,519 15,519 15,519 15,519 15,519 Intangible assets 4,407 4,373 4,719 5,065 5,408 Other assets 28,662 27,647 27,100 27,803 24,974 Total assets 1,841,275 1,786,856 1,720,643 1,655,612 1,627,506 Deposits Noninterest-bearing demand deposits 368,412 346,456 332,887 312,738 311,275 Interest-bearing demand deposits 244,193 243,926 236,134 238,787 230,763 Savings deposits 438,177 449,893 466,062 484,660 474,414 Time certificates 446,015 398,024 365,094 362,564 332,381 Total deposits 1,496,797 1,438,299 1,400,177 1,398,749 1,348,833 Federal funds purchased & repurchase agreements 96,800 103,200 83,000 20,700 46,400 Reserve for unfunded commitments 1,813 1,674 1,671 1,632 1,532 Other liabilities 23,744 24,412 24,161 25,483 23,219 Other borrowings 31,390 31,711 27,628 28,176 28,152 Junior subordinated debt 41,238 41,238 41,238 41,238 41,238 Total liabilities 1,691,782 1,640,534 1,577,875 1,515,978 1,489,374 Total shareholders' equity 149,493 146,322 142,768 139,634 138,132 Accumulated other comprehensive loss (3,825) (2,538) (1,468) (2,242) (352) Average loans 1,344,654 1,284,977 1,209,061 1,167,039 1,142,483 Average interest-earning assets 1,615,901 1,574,392 1,511,668 1,464,028 1,433,641 Average total assets 1,784,018 1,744,015 1,679,653 1,628,827 1,592,464 Average deposits 1,473,625 1,421,055 1,407,586 1,363,064 1,343,273 Average total equity $149,619 $146,660 $143,196 $141,264 $138,727