Amended Current Report Filing (8-k/a)
December 16 2014 - 5:04PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K/A
No. 1
Current report
pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 3, 2014
TriCo Bancshares
(Exact
name of registrant as specified in its charter)
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California |
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0-10661 |
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94-2792841 |
(State or other jurisdiction of
incorporation or organization) |
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(Commission File No.) |
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(I.R.S. Employer
Identification No.) |
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63 Constitution Drive, Chico, California |
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95973 |
(Address of principal executive offices) |
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(Zip Code) |
Registrants 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) |
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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)) |
Explanatory Note
This Amendment No. 1 amends the Current Report on Form 8-K filed on October 6, 2014 by TriCo Bancshares (TriCo) to include the financial
statements and unaudited pro forma condensed financial information referred to in Item 9.01(a) and (b) below relating to the merger of North Valley Bancorp (North Valley) with and into TriCo (the Merger).
Item 9.01 Financial Statements and Exhibits.
(a)
Financial Statements of Businesses Acquired
To the extent required by this Item 9.01(a), the Audited Consolidated Financial Statements of North
Valley as of December 31, 2013 and December 31, 2012 and for the years ended December 31, 2013, December 31, 2012 and December 31, 2011, the Report of Independent Registered Public Accounting Firm thereon, as well as
the accompanying Notes thereto, included in Item 8 of Part II of North Valleys Annual Report on Form 10-K (the North Valley Annual Report) and in Item 15. Exhibits, Financial Statement Schedules, of Part IV of
the North Valley Annual Report, as filed with the Securities and Exchange Commission (SEC) on March 2, 2014, and the Unaudited Condensed Consolidated Financial Statements of North Valley for the six months ended June 30, 2014
and June 30, 2013 and the Notes thereto, included in Item 1 of Part I of North Valleys Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2014, as filed with the SEC on August 11, 2014, are incorporated
herein by reference herein.
(b) Pro Forma Financial Information
Unaudited Pro Forma Condensed Consolidated Financial Statements of TriCo and North Valley, as of June 30, 2014 and for the year ended December 31,
2013 and the six months ended June 30, 2014, reflecting the Merger are attached hereto as Exhibit 99.1 and incorporated herein by reference.
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Exhibit No. |
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Description |
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99.1 |
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Unaudited Pro Forma Condensed Consolidated Financial Statements of as of June 30, 2014 and for the year ended December 31, 2013 and the six months ended June 30, 2014. |
SIGNATURE
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.
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TRICO BANCSHARES |
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Date: December 15, 2014 |
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/s/ Thomas J. Reddish |
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Thomas J. Reddish, Executive Vice President and Chief Financial
Officer (Principal Financial and Accounting Officer) |
EXHIBIT INDEX
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Exhibit No. |
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Description |
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99.1 |
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Unaudited Pro Forma Condensed Consolidated Financial Statements as of June 30, 2014 and for the year ended December 31, 2013 and the six months ended June 30, 2014. |
Exhibit 99.1
UNAUDITED PRO FORMA
COMBINED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The following unaudited pro forma combined condensed consolidated financial statements are based on the separate historical financial
statements of TriCo Bancshares (TriCo) and North Valley Bancorp (North Valley) after giving effect to the merger of North Valley into Trico (the Merger) and the issuance of TriCo common stock in connection
therewith, and the assumptions and adjustments described in the accompanying notes to the unaudited pro forma combined condensed consolidated financial statements. The unaudited pro forma condensed consolidated balance sheet as of June 30, 2014
is presented as if the Merger had occurred on June 30, 2014. The unaudited pro forma condensed consolidated income statements for the year ended December 31, 2013 and the six months ended June 30, 2014 are presented as if the Merger
had occurred on January 1, 2013. The historical consolidated financial information has been adjusted to reflect factually supportable items that are directly attributable to the Merger and, with respect to the income statements only, expected
to have a continuing impact on consolidated results of operations.
The unaudited pro forma combined condensed consolidated financial
statements have been prepared using the acquisition method of accounting for business combinations under GAAP. TriCo is the acquirer for accounting purposes. Certain reclassifications have been made to the historical financial statements of North
Valley to conform to the presentation in TriCos financial statements.
In connection with the plans to integrate the operations of
TriCo and North Valley following the completion of the Merger, TriCo will incur nonrecurring charges, such as costs associated with systems implementation, severance, and other costs related to exit or disposal activities. These charges will affect
the results of operations of TriCo in the periods in which they are recorded. The unaudited pro forma combined condensed consolidated statements of earnings do not include the effects of the costs associated with any restructuring or integration
activities resulting from the transaction, as they are nonrecurring in nature. Additionally, the unaudited pro forma adjustments do not give effect to any nonrecurring or unusual restructuring charges that may be incurred as a result of the
integration of the two companies or any anticipated disposition of assets that may result from such integration. However, the unaudited pro forma combined condensed consolidated balance sheets reflect the payment of merger costs specified therein as
a reduction in cash and pro forma shareholders equity.
The unaudited pro forma combined condensed consolidated financial statements
are provided for informational purposes only. The unaudited pro forma combined condensed consolidated financial statements are not necessarily, and should not be assumed to be, an indication of the results that would have been achieved had the
transaction been completed as of the dates indicated or that may be achieved in the future. The actual amounts recorded may differ materially from the information presented in these unaudited pro forma condensed consolidated financial statements as
a result of material and significant information becoming known that was previously not expected or known; and changes in the financial results of the combined company, which could change the future discounted cash flow projections. The preparation
of the unaudited pro forma combined condensed consolidated financial statements and related adjustments required management to make certain assumptions and estimates. The unaudited pro forma combined condensed consolidated financial statements
should be read together with:
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the accompanying notes to the unaudited pro forma combined condensed consolidated financial statements; |
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TriCos separate audited historical consolidated financial statements and accompanying notes as of and for the year ended December 31, 2013 included in TriCos Annual Report on Form 10-K for the year
ended December 31, 2013; |
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TriCos separate unaudited historical consolidated financial statements and accompanying notes as of and for the six months ended June 30, 2014 included in TriCos Quarterly Report on Form 10-Q for the
quarter ended June 30, 2014; |
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North Valleys separate audited historical consolidated financial statements and accompanying notes as of and for the year ended December 31, 2013 included in North Valleys Annual Report on
Form 10-K for the year ended December 31, 2013; |
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North Valleys separate unaudited historical consolidated financial statements and accompanying notes as of and for the six months ended June 30, 2014 included in North Valleys Quarterly Report on Form
10-Q for the quarter ended June 30, 2014; and |
1
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Other information pertaining to TriCo and North Valley contained in or incorporated by reference into the joint proxy statement/prospectus included in TriCos amended registration statement on Form S-4 filed on
June 27, 2014. See Selected Historical Consolidated Financial Data for TriCo and Selected Historical Consolidated Financial Data for North Valley in the joint proxy statement/prospectus. |
2
Unaudited Pro Forma Combined Condensed Consolidated Balance Sheet
as of June 30, 2014
(Dollars in Thousands)
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TriCo |
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North Valley |
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Pro forma adjustments |
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Pro forma combined |
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(in 000s except per share amounts) |
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Dr |
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Cr |
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Assets: |
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Noninterest-bearing cash |
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$ |
76,104 |
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$ |
22,984 |
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$ |
99,088 |
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Interest-bearing cash |
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268,279 |
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2,226 |
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270,505 |
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Cash and due from banks |
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344,383 |
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25,210 |
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369,593 |
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Federal funds sold |
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124,640 |
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$ |
7 |
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(a |
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124,633 |
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Cash and cash equivalents |
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344,383 |
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149,850 |
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494,226 |
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Securities - AFS |
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91,514 |
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213,696 |
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305,210 |
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Securities - HTM |
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422,502 |
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2 |
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422,504 |
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Restricted equity securities |
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11,582 |
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8,576 |
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20,158 |
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Loans held for sale |
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1,671 |
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1,671 |
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Loans, gross |
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1,738,586 |
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506,603 |
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14,124 |
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(b |
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2,231,065 |
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Loan loss reserve |
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(39,968 |
) |
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(9,012 |
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$ |
9,012 |
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(c |
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(39,968 |
) |
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Loans, net |
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1,698,618 |
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497,591 |
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2,191,097 |
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Foreclosed assets, net |
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5,785 |
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505 |
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13 |
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(d |
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6,277 |
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Premises and equipment, net |
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31,880 |
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7,369 |
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4,784 |
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(e |
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44,033 |
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Cash value of life insurance |
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53,106 |
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37,759 |
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90,865 |
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Accrued interest |
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7,008 |
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1,847 |
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8,855 |
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Goodwill |
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15,519 |
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46,681 |
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(f |
) |
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62,200 |
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Other intangible assets, net |
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|
779 |
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37 |
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6,577 |
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(g |
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7,393 |
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Mortgage servicing rights |
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5,909 |
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|
923 |
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6,832 |
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Other assets |
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34,225 |
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16,827 |
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4,175 |
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(h |
) |
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46,877 |
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Total assets |
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$ |
2,724,481 |
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$ |
934,982 |
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$ |
3,708,198 |
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Liabilities: |
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Deposits |
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Noninterest-bearing demand |
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$ |
720,743 |
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$ |
198,128 |
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$ |
918,871 |
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Interest-bearing |
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1,664,453 |
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599,864 |
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2,264,317 |
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Total deposits |
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2,385,196 |
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797,992 |
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3,183,188 |
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Accrued interest payable |
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|
849 |
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|
106 |
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|
955 |
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Reserve for unfunded commitments |
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2,045 |
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|
146 |
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|
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|
2,191 |
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Other liabilities |
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28,135 |
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|
16,204 |
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2,972 |
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(i |
) |
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47,311 |
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Other borrowings |
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|
6,075 |
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6,075 |
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Junior subordinated debt |
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|
41,238 |
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|
21,651 |
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6,664 |
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(j |
) |
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56,225 |
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Total liabilities |
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2,463,538 |
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|
836,099 |
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3,295,945 |
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Shareholders equity: |
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Common stock |
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92,322 |
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|
99,020 |
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|
99,020 |
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|
151,310 |
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(k |
) |
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|
243,632 |
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Retained earnings |
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|
166,433 |
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|
1,804 |
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(1,804 |
) |
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(k |
) |
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|
166,433 |
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Accumulated other comprehensive income |
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|
2,188 |
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|
(1,941 |
) |
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|
|
|
1,941 |
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(k |
) |
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|
2,188 |
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Total shareholders equity |
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|
260,943 |
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|
|
98,883 |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
412,253 |
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|
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|
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|
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Total liabilities and shareholders equity |
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$ |
2,724,481 |
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|
$ |
934,982 |
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|
$ |
172,738 |
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$ |
172,738 |
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|
|
|
|
|
$ |
3,708,198 |
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3
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Notes |
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(a) |
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Adjustment to cash and cash equivalents |
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$ |
(7 |
) |
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Payment of cash consideration to North Valley common stock holders for fractional shares. |
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(b) |
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Adjustment to loans |
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$ |
(14,124 |
) |
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To reflect fair value of loans acquired. |
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(c) |
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Adjustment to allowance for loan losses |
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Since the acquired North Valley loans are carried at fair value at the acquisition date, there is no carryover of North Valleys allowance for loan losses. |
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$ |
9,012 |
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(d) |
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Adjustment to foreclosed assets |
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To reflect fair value of foreclosed assets acquired. |
|
$ |
(13 |
) |
(e) |
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Adjustment to premises and equipment, net |
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To reflect fair value of premises and equipment acquired. |
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$ |
4,784 |
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(f) |
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Calculation of Goodwill for North Valley merger |
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Represents the recognition of goodwill resulting from the difference between the net fair value of the acquired assets and assumed liabilities and the value of consideration paid for North Valley shareholders. The excess of the
value of the consideration paid over the fair value of net assets acquired will be recorded as goodwill and can be summarized as follows: |
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TriCo shares to be issued to North Valley shareholders |
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|
6,575,550 |
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Value of stock consideration to North Valley shareholders. |
|
$ |
151,310 |
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Cash consideration to North Valley common shareholders for fractional shares. |
|
$ |
7 |
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Total consideration paid |
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$ |
151,317 |
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Carrying value of North Valleys net assets at June 30, 2014 |
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$ |
98,883 |
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Fair value adjustments: |
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Loans, net |
|
$ |
(5,112 |
) |
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|
Foreclosed assets |
|
$ |
(13 |
) |
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Premises and equipment |
|
$ |
4,784 |
|
|
|
Core deposits |
|
$ |
6,577 |
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|
|
Deposits |
|
$ |
|
|
|
|
Pension liability |
|
$ |
(2,972 |
) |
|
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Junior subordinated debt |
|
$ |
6,664 |
|
|
|
Deferred taxes, net |
|
$ |
(4,175 |
) |
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|
|
|
|
|
|
|
|
Total fair value adjustments |
|
$ |
5,753 |
|
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|
Fair value of net assets acquired as of June 30, 2014 |
|
$ |
104,636 |
|
|
|
Excess of consideration paid over fair value of net assets acquired - (Goodwill) |
|
$ |
46,681 |
|
(g) |
|
To record fair value of core deposit intangible related to North Valleys nonmaturity deposits. |
|
|
6,577 |
|
|
|
|
(h) |
|
Adjustment to deferred taxes, net |
|
|
|
|
|
|
To reflect the net deferred tax asset, net created in the merger. |
|
$ |
(4,175 |
) |
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|
Calculated as follows: |
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|
|
|
|
|
Fair value adjustments: |
|
|
|
|
|
|
Loans, net |
|
$ |
(5,112 |
) |
|
|
Foreclosed assets |
|
$ |
(13 |
) |
|
|
Premises and equipment |
|
$ |
4,784 |
|
|
|
Core deposits |
|
$ |
6,577 |
|
|
|
Deposits |
|
$ |
|
|
|
|
Pension liability |
|
$ |
(2,972 |
) |
|
|
Junior subordinated debt |
|
$ |
6,664 |
|
|
|
Total fair value adjustments |
|
$ |
9,928 |
|
|
|
Calculated deferred tax liability at TriCos estimated tax rate of 42.05% |
|
$ |
(4,175 |
) |
(i) |
|
Adjustment to pension liability |
|
|
|
|
|
|
To reflect the estimated increase in pension liability due to change in control provisions of North Valleys pension plans. |
|
$ |
(2,972 |
) |
(j) |
|
Adjustment to subordinated debentures |
|
|
|
|
|
|
To reflect the fair value of junior subordinated debt acquired. |
|
$ |
6,664 |
|
(k) |
|
Adjustment to equity |
|
|
|
|
|
|
To eliminate North Valleys common equity. |
|
$ |
98,883 |
|
|
|
To reflect the issuance of TriCos stock to North Valley shareholders. |
|
$ |
(151,310 |
) |
|
|
|
|
$ |
(52,427 |
) |
4
Unaudited Pro Forma Combined Condensed Consolidated Statement of Earnings
Six Months Ended June 30, 2014
(In thousands, except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TriCo |
|
|
North Valley |
|
|
Pro forma adjustments |
|
|
|
|
|
Pro forma combined |
|
(in 000s except per share amounts) |
|
|
|
|
Dr |
|
|
Cr |
|
|
|
|
|
|
|
Interest income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans |
|
$ |
48,171 |
|
|
$ |
12,728 |
|
|
|
|
|
|
$ |
253 |
|
|
|
(a |
) |
|
$ |
61,152 |
|
Investments |
|
|
6,823 |
|
|
|
3,099 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,922 |
|
Other |
|
|
583 |
|
|
|
86 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
669 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest income |
|
|
55,577 |
|
|
|
15,913 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
71,743 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits |
|
|
1,550 |
|
|
|
444 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,994 |
|
Subordinate debt |
|
|
610 |
|
|
|
261 |
|
|
$ |
167 |
|
|
|
|
|
|
|
(b |
) |
|
|
1,038 |
|
Other borrowings |
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2 |
|
Total interest expense |
|
|
2,162 |
|
|
|
705 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,034 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income |
|
|
53,415 |
|
|
|
15,208 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
68,709 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Benefit from) provision for loan losses |
|
|
353 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
353 |
|
Noninterest income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service charges and fees |
|
|
10,981 |
|
|
|
3,547 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,528 |
|
Gain on sale of loans |
|
|
978 |
|
|
|
520 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,498 |
|
Commissions on sale of non-deposit investment products |
|
|
1,614 |
|
|
|
42 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,656 |
|
Increase in cash value of life insurance |
|
|
797 |
|
|
|
710 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,507 |
|
Change in indemnification asset |
|
|
(505 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(505 |
) |
Gain on sale of foreclosed assets |
|
|
1,468 |
|
|
|
190 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,658 |
|
Gain on sale of securities |
|
|
|
|
|
|
56 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
56 |
|
Other noninterest income |
|
|
839 |
|
|
|
255 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,094 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total noninterest income |
|
|
16,172 |
|
|
|
5,320 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21,492 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest expense: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and benefits |
|
|
26,620 |
|
|
|
9,889 |
|
|
|
|
|
|
|
501 |
|
|
|
(c |
) |
|
|
36,008 |
|
Occupancy |
|
|
3,764 |
|
|
|
1,218 |
|
|
|
80 |
|
|
|
|
|
|
|
(d |
) |
|
|
5,062 |
|
Equipment |
|
|
2,096 |
|
|
|
412 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,508 |
|
Data processing and software |
|
|
2,528 |
|
|
|
1,291 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,819 |
|
Assessments |
|
|
1,002 |
|
|
|
307 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,309 |
|
ATM network charges |
|
|
1,353 |
|
|
|
297 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,650 |
|
Advertising and marketing |
|
|
683 |
|
|
|
245 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
928 |
|
Professional fees |
|
|
1,726 |
|
|
|
427 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,153 |
|
Telecommunications |
|
|
1,293 |
|
|
|
154 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,447 |
|
Postage |
|
|
448 |
|
|
|
214 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
662 |
|
Courier service |
|
|
458 |
|
|
|
214 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
672 |
|
OREO Expense |
|
|
309 |
|
|
|
200 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
509 |
|
Intangible amortization |
|
|
104 |
|
|
|
73 |
|
|
|
436 |
|
|
|
|
|
|
|
(e |
) |
|
|
613 |
|
Operational losses |
|
|
327 |
|
|
|
200 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
527 |
|
Provision for OREO losses |
|
|
40 |
|
|
|
84 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
124 |
|
(Benefit) provision for losses unfunded |
|
|
(370 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(370 |
) |
Legal settlement |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Merger related expenses |
|
|
631 |
|
|
|
378 |
|
|
|
|
|
|
|
1,009 |
|
|
|
|
|
|
|
|
|
Other |
|
|
5,421 |
|
|
|
1,914 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,335 |
|
5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total noninterest expense |
|
|
48,433 |
|
|
|
17,517 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
64,956 |
|
Income before income tax expense |
|
|
20,801 |
|
|
|
3,011 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,892 |
|
Income tax expense |
|
|
8,577 |
|
|
|
832 |
|
|
|
454 |
|
|
|
|
|
|
|
(f |
) |
|
|
9,863 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
12,224 |
|
|
$ |
2,179 |
|
|
$ |
1,137 |
|
|
$ |
1,763 |
|
|
|
|
|
|
$ |
15,029 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
16,112,560 |
|
|
|
6,836,463 |
|
|
|
6,836,463 |
|
|
|
6,575,550 |
|
|
|
(g |
) |
|
|
22,688,110 |
|
Diluted |
|
|
16,316,379 |
|
|
|
6,889,491 |
|
|
|
6,889,491 |
|
|
|
6,575,550 |
|
|
|
(g |
) |
|
|
22,891,929 |
|
Earnings per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.76 |
|
|
$ |
0.32 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
0.66 |
|
Diluted |
|
$ |
0.75 |
|
|
$ |
0.32 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
0.66 |
|
|
|
|
|
|
|
|
Notes: |
|
(a) |
|
Adjustment to loan interest income |
|
|
|
|
|
|
To reflect accretion of the loan discount resulting from the loan fair value pro forma adjustment based on weighted average remaining life of five years. |
|
$ |
(253 |
) |
(b) |
|
Adjustment to subordinated debt interest expense |
|
|
|
|
|
|
To reflect amortization of the subordinated debentures discount resulting from the subordinated debentures fair value pro forma adjustment based on a weighted average life of 20 years. |
|
$ |
167 |
|
(c) |
|
Adjustment due to amortization of intangibles |
|
|
|
|
|
|
To reflect amortization of acquired core deposit intangibles over seven years. |
|
$ |
436 |
|
(d) |
|
Adjustment to pension plan expense |
|
|
|
|
|
|
To reflect decrease in net periodic pension cost due to accelerated recognition of pension liability at change in control. |
|
$ |
(501 |
) |
(e) |
|
Adjustment to depreciation expense due to property, premises and equipment |
|
|
|
|
|
|
To reflect depreciation expense on increased fair value of buildings over 30 years. |
|
$ |
80 |
|
(f) |
|
Adjustment to income tax provision |
|
|
|
|
|
|
To reflect the income tax effect of pro forma adjustments at TriCos effective tax rate. |
|
$ |
454 |
|
(g) |
|
Adjustment to weighted average number of common shares and diluted common shares |
|
|
|
|
|
|
Shares issued by TriCo to North valley shareholders |
|
|
6,575,550 |
|
|
|
Removal of North Valley weighted average number of common shares |
|
|
(6,836,463 |
) |
|
|
|
|
|
|
|
|
|
Adjustment to weighted average number of common shares |
|
|
(260,913 |
) |
|
|
|
|
|
|
|
|
|
Shares issued by TriCo to North Valley shareholders |
|
|
6,575,550 |
|
|
|
Removal of North Valley weighted average number of diluted common shares |
|
|
(6,889,491 |
) |
|
|
|
|
|
|
|
|
|
Adjustment to weighted average number of diluted common shares |
|
|
(313,941 |
) |
|
|
|
|
|
|
|
6
Unaudited Pro Forma Combined Condensed Consolidated Statement of Earnings
Year Ended December 31, 2013
(In thousands, except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TriCo |
|
|
North Valley |
|
|
Pro forma adjustments |
|
|
|
|
|
Pro forma combined |
|
(in 000s except per share amounts) |
|
|
|
|
|
|
|
Dr |
|
|
Cr |
|
|
|
|
|
|
|
Interest income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans |
|
$ |
97,548 |
|
|
$ |
25,739 |
|
|
|
|
|
|
$ |
509 |
|
|
|
(a |
) |
|
$ |
123,796 |
|
Investments |
|
|
7,319 |
|
|
|
6,420 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,739 |
|
Other |
|
|
1,693 |
|
|
|
54 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,747 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest income |
|
|
106,560 |
|
|
|
32,213 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
139,282 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits |
|
|
3,445 |
|
|
|
1,084 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,529 |
|
Subordinate debt |
|
|
1,247 |
|
|
|
532 |
|
|
$ |
333 |
|
|
|
|
|
|
|
(b |
) |
|
|
2,112 |
|
Other borrowings |
|
|
4 |
|
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6 |
|
Total interest expense |
|
|
4,696 |
|
|
|
1,618 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,647 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income |
|
|
101,864 |
|
|
|
30,595 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
132,635 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Benefit from) provision for loan losses |
|
|
(715 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(715 |
) |
Noninterest income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service charges and fees |
|
|
25,257 |
|
|
|
8,112 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33,369 |
|
Gain on sale of loans |
|
|
5,602 |
|
|
|
3,038 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,640 |
|
Commissions on sale of non-deposit investment products |
|
|
2,983 |
|
|
|
114 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,097 |
|
Increase in cash value of life insurance |
|
|
1,727 |
|
|
|
1,472 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,199 |
|
Change in indemnification asset |
|
|
(1,649 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,649 |
) |
Gain on sale of foreclosed assets |
|
|
1,640 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,640 |
|
Gain on sale of securities |
|
|
|
|
|
|
548 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
548 |
|
Other noninterest income |
|
|
1,269 |
|
|
|
853 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,122 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total noninterest income |
|
|
36,829 |
|
|
|
14,137 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50,966 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest expense: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and benefits |
|
|
51,936 |
|
|
|
20,454 |
|
|
|
|
|
|
|
1,002 |
|
|
|
(c |
) |
|
|
71,388 |
|
Occupancy |
|
|
7,405 |
|
|
|
2,495 |
|
|
|
159 |
|
|
|
|
|
|
|
(d |
) |
|
|
10,059 |
|
Equipment |
|
|
4,162 |
|
|
|
860 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,022 |
|
Data processing and software |
|
|
4,844 |
|
|
|
2,605 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,449 |
|
Assessments |
|
|
2,248 |
|
|
|
820 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,068 |
|
ATM network charges |
|
|
2,480 |
|
|
|
573 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,053 |
|
Advertising and marketing |
|
|
1,981 |
|
|
|
571 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,552 |
|
Professional fees |
|
|
3,019 |
|
|
|
1,034 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,053 |
|
Telecommunications |
|
|
2,449 |
|
|
|
294 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,743 |
|
Postage |
|
|
786 |
|
|
|
450 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,236 |
|
Courier service |
|
|
988 |
|
|
|
418 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,406 |
|
OREO Expense |
|
|
514 |
|
|
|
482 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
996 |
|
Intangible amortization |
|
|
209 |
|
|
|
146 |
|
|
|
799 |
|
|
|
|
|
|
|
(e |
) |
|
|
1,154 |
|
Operational losses |
|
|
618 |
|
|
|
474 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,092 |
|
Provision for OREO losses |
|
|
682 |
|
|
|
3,057 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,739 |
|
(Benefit) provision for losses unfunded |
|
|
(1,200 |
) |
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,197 |
) |
Legal settlement |
|
|
339 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
339 |
|
7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other |
|
|
10,144 |
|
|
|
4,777 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,921 |
|
Total noninterest expense |
|
|
93,604 |
|
|
|
39,513 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
133,023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income tax expense |
|
|
45,804 |
|
|
|
5,219 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
51,535 |
|
Income tax expense |
|
|
18,405 |
|
|
|
1,594 |
|
|
|
92 |
|
|
|
|
|
|
|
(f |
) |
|
|
20,091 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
27,399 |
|
|
$ |
3,625 |
|
|
$ |
1,383 |
|
|
$ |
1,511 |
|
|
|
|
|
|
$ |
31,152 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
16,045,141 |
|
|
|
6,835,554 |
|
|
|
6,835,554 |
|
|
|
6,575,550 |
|
|
|
(g |
) |
|
|
22,620,691 |
|
Diluted |
|
|
16,197,324 |
|
|
|
6,857,929 |
|
|
|
6,857,929 |
|
|
|
6,575,550 |
|
|
|
(g |
) |
|
|
22,772,874 |
|
Earnings per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
1.71 |
|
|
$ |
0.53 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1.38 |
|
Diluted |
|
$ |
1.69 |
|
|
$ |
0.53 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1.37 |
|
|
|
|
|
|
|
|
(a) |
|
Adjustment to loan interest income |
|
|
|
|
|
|
To reflect accretion of the loan discount resulting from the loan fair value pro forma adjustment based on weighted average remaining life of five years. |
|
$ |
(509 |
) |
(b) |
|
Adjustment to subordinated debt interest expense |
|
|
|
|
|
|
To reflect amortization of the subordinated debentures discount resulting from the subordinated debentures fair value pro forma adjustment based on a weighted average life of 20 years. |
|
$ |
333 |
|
(c) |
|
Adjustment to pension plan expense |
|
|
|
|
|
|
To reflect decrease in net periodic pension cost due to accelerated recognition of pension liability at change in control. |
|
$ |
(1,002 |
) |
(d) |
|
Adjustment to depreciation expense due to property, premises and equipment |
|
|
|
|
|
|
To reflect depreciation expense on increased fair value of buildings over 30 years |
|
$ |
159 |
|
(e) |
|
Adjustment due to amortization of intangibles |
|
|
|
|
|
|
To reflect amortization of acquired core deposit intangibles over seven years |
|
$ |
799 |
|
(f) |
|
Adjustment to income tax provision |
|
|
|
|
|
|
To reflect the income tax effect of pro forma adjustments at TriCos effective tax rate. |
|
$ |
92 |
|
(g) |
|
Adjustment to weighted average number of common shares and diluted common shares |
|
|
|
|
|
|
Shares issued by TriCo to North valley shareholders |
|
|
6,575,550 |
|
|
|
Removal of North Valley weighted average number of common shares |
|
|
(6,835,554 |
) |
|
|
|
|
|
|
|
|
|
Adjustment to weighted average number of common shares |
|
|
(260,004 |
) |
|
|
|
|
|
|
|
|
|
Shares issued by TriCo to North valley shareholders |
|
|
6,575,550 |
|
|
|
Removal of North Valley weighted average number of diluted common shares |
|
|
(6,857,929 |
) |
|
|
|
|
|
|
|
|
|
Adjustment to weighted average number of diluted common shares |
|
|
(282,379 |
) |
|
|
|
|
|
|
|
8
TriCo Bancshares (NASDAQ:TCBK)
Historical Stock Chart
From Jun 2024 to Jul 2024
TriCo Bancshares (NASDAQ:TCBK)
Historical Stock Chart
From Jul 2023 to Jul 2024