Edgar Filing: TRICO BANCSHARES /

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Form 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

for the quarterly period ended: September 30, 2013

¨	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

for the transition period from to .

Commission File Number: 000-10661

TriCo Bancshares

(Exact Name of Registrant as Specified in Its Charter)

CALIFORNIA

94-2792841

(State or Other Jurisdiction

of Incorporation or Organization)

(I.R.S. Employer

Identification Number)

63 Constitution Drive

Chico, California 95973

(Address of Principal Executive Offices)(Zip Code)

(530) 898-0300

(Registrant’s Telephone Number, Including Area Code)

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 period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, non-accelerated filer, or a smaller reporting company. See definitions of “accelerated filer”, “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨ Yes x No

Indicate the number of shares outstanding for each of the issuer’s classes of common stock, as of the latest practical date:

Common stock, no par value: 16,076,662 shares outstanding as of November 1, 2013

TriCo Bancshares

FORM 10-Q

TABLE OF CONTENTS


	Page

Forward-Looking Statements		1

PART I – FINANCIAL INFORMATION		2

Item 1 – Financial Statements (Unaudited)		2

Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations		46

Item 3 – Quantitative and Qualitative Disclosures about Market Risk		73

Item 4 – Controls and Procedures		73

PART II – OTHER INFORMATION		73

Item 1 – Legal Proceedings		73

Item 1A – Risk Factors		73

Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds		73

Item 6 – Exhibits		73

Signatures		75

Exhibits

FORWARD-LOOKING STATEMENTS

This report on Form 10-Q contains forward-looking statements about TriCo Bancshares (the “Company”) that are subject to the protection of the safe harbor provisions contained in the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on the current knowledge and belief of the Company’s management (“Management”) 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, it may mean the Company is 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. The reader is directed to the Company’s annual report on Form 10-K for the year ended December 31, 2012, and Part II, Item 1A of this report for further discussion of factors which could affect the Company’s business and cause actual results to differ materially from those suggested by any forward-looking statement made in this report. Such Form 10-K and this report should be read to put any forward-looking statements in context and to gain a more complete understanding of the risks and uncertainties involved in the Company’s business. Any forward-looking statement may turn out to be wrong and cannot be guaranteed. The Company does not intend to update any forward-looking statement after the date of this report.

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

TRICO BANCSHARES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data; unaudited)


	At September 30,			At December 31,
	2013			2012
Assets:
Cash and due from banks	$	69,173		$	81,086
Cash at Federal Reserve and other banks		471,977			667,813

Cash and cash equivalents		541,150			748,899
Investment securities:
Available for sale		115,215			163,027
Held to maturity		193,262			—
Restricted equity securities		9,163			9,647
Loans held for sale		3,247			12,053
Loans		1,657,051			1,564,823
Allowance for loan losses		(39,340	)		(42,648	)

Total loans, net		1,617,711			1,522,175
Foreclosed assets, net		4,140			7,498
Premises and equipment, net		31,246			26,985
Cash value of life insurance		51,919			50,582
Accrued interest receivable		6,450			6,636
Goodwill		15,519			15,519
Other intangible assets, net		935			1,092
Mortgage servicing rights		6,049			4,552
Indemnification asset		861			1,997
Other assets		35,239			38,607

Total assets	$	2,632,106		$	2,609,269

Liabilities and Shareholders’ Equity:
Liabilities:
Deposits:
Noninterest-bearing demand	$	656,266		$	684,833
Interest-bearing		1,637,045			1,604,869

Total deposits		2,293,311			2,289,702
Accrued interest payable		937			1,036
Reserve for unfunded commitments		2,875			3,615
Other liabilities		33,667			35,122
Other borrowings		14,626			9,197
Junior subordinated debt		41,238			41,238

Total liabilities		2,386,654			2,379,910

Commitments and contingencies (Note 18)
Shareholders’ equity:
Common stock, no par value: 50,000,000 shares authorized; issued and outstanding:
16,076,662 at September 30, 2013		89,054
16,000,838 at December 31, 2012					85,561
Retained earnings		156,266			141,639
Accumulated other comprehensive income, net of tax		132			2,159

Total shareholders’ equity		245,452			229,359

Total liabilities and shareholders’ equity	$	2,632,106		$	2,609,269

See accompanying notes to unaudited condensed consolidated financial statements.

TRICO BANCSHARES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share data; unaudited)


	Three months ended					Nine months ended
	September 30,					September 30,
	2013			2012		2013			2012
Interest and dividend income:
Loans, including fees	$	25,123		$	25,530	$	73,078		$	76,251
Debt securities:
Taxable		1,742			1,443		4,022			4,790
Tax exempt		172			108		423			323
Dividends		121			12		257			39
Interest bearing cash at Federal Reserve and other banks		378			372		1,318			1,170

Total interest and dividend income		27,536			27,465		79,098			82,573

Interest expense:
Deposits		854			1,106		2,634			3,367
Other borrowings		1			395		3			1,602
Junior subordinated debt		314			333		936			1,003

Total interest expense		1,169			1,834		3,573			5,972

Net interest income		26,367			25,631		75,525			76,601
(Benefit from) provision for loan losses		(393	)		532		(887	)		7,899

Net interest income after provision for loan losses		26,760			25,099		76,412			68,702

Noninterest income:
Service charges and fees		6,662			5,783		19,284			17,890
Gain on sale of loans		1,083			1,430		4,967			4,317
Commissions on sale of non-deposit investment products		692			803		2,294			2,464
Increase in cash value of life insurance		531			450		1,337			1,350
Other		159			661		1,594			1,948

Total noninterest income		9,127			9,127		29,476			27,969

Noninterest expense:
Salaries and related benefits		12,861			12,362		38,712			37,614
Other		10,755			13,228		30,014			35,258

Total noninterest expense		23,616			25,590		68,726			72,872

Income before income taxes		12,271			8,636		37,162			23,799
Provision for income taxes		4,910			3,616		14,999			9,527

Net income	$	7,361		$	5,020	$	22,163		$	14,272

Earnings per share:
Basic	$	0.46		$	0.31	$	1.38		$	0.89
Diluted	$	0.45		$	0.31	$	1.37		$	0.89

See accompanying notes to unaudited condensed consolidated financial statements.

TRICO BANCSHARES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands; unaudited)


	Three months ended				Nine months ended
	September 30,				September 30,
	2013		2012		2013			2012
Net income	$	7,361	$	5,020	$	22,163		$	14,272
Other comprehensive income (loss), net of tax:
Unrealized holding gains (losses) on securities arising during the period		83		98		(2,027	)		(176	)

Other comprehensive income (loss)		83		98		(2,027	)		(176	)

Comprehensive income	$	7,444	$	5,118	$	20,136		$	14,096

TRICO BANCSHARES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(In thousands, except share and per share data; unaudited)


										Accumulated
	Shares of									Other
	Common			Common			Retained			Comprehensive
	Stock			Stock			Earnings			Income			Total
Balance at December 31, 2011		15,978,958		$	84,079		$	128,551		$	3,811		$	216,441
Net income								14,272						14,272
Other comprehensive loss											(176	)		(176	)
Stock option expense					800									800
Stock options exercised		17,000			204									204
Tax benefit of stock options exercised					21									21
Repurchase of common stock		(3,065	)		(16	)		(32	)					(48	)
Dividends paid ($0.27 per share)								(4,317	)					(4,317	)

Balance at September 30, 2012		15,992,893		$	85,088		$	138,474		$	3,635		$	227,197


Balance at December 31, 2012		16,000,838		$	85,561		$	141,639		$	2,159		$	229,359
Net income								22,163						22,163
Other comprehensive loss											(2,027	)		(2,027	)
Stock option vesting					849									849
Stock option forfeiture					(22	)								(22	)
Stock options exercised		248,765			3,240									3,240
Tax benefit of stock options exercised					356									356
Repurchase of common stock		(172,941	)		(930	)		(2,560	)					(3,490	)
Dividends paid ($0.31 per share)								(4,976	)					(4,976	)

Balance at September 30, 2013		16,076,662		$	89,054		$	156,266		$	132		$	245,452

See accompanying notes to unaudited condensed consolidated financial statements.

TRICO BANCSHARES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands; unaudited)


	For the nine months ended September 30,
	2013			2012
Operating activities:
Net income	$	22,163		$	14,272
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of premises and equipment, and amortization		3,229			3,221
Amortization of intangible assets		157			157
(Benefit from) provision for loan losses		(887	)		7,899
Amortization of investment securities premium, net		597			907
Originations of loans for resale		(123,834	)		(162,082	)
Proceeds from sale of loans originated for resale		136,421			160,286
Gain on sale of loans		(4,967	)		(4,317	)
Change in market value of mortgage servicing rights		(311	)		1,513
Provision for losses on foreclosed assets		620			1,520
Gain on sale of foreclosed assets		(1,479	)		(364	)
Loss on disposal of fixed assets		12			404
Increase in cash value of life insurance		(1,337	)		(1,350	)
Gain on life insurance death benefit		—			(600	)
Stock option vesting expense		849			800
Stock option excess tax benefits		(356	)		(21	)
Change in:
Interest receivable		186			(326	)
Interest payable		(99	)		(535	)
Reserve for unfunded commitments		(740	)		(185	)
Other assets and liabilities, net		3,408			9,563

Net cash from operating activities		33,632			30,762

Investing activities:
Proceeds from maturities of investment securities available for sale		43,768			58,395
Purchases of investment securities available for sale		—			(13,815	)
Proceeds from maturities of investment securities held to maturity		1,629			—
Purchases of investment securities held to maturity		(194,942	)		—
Redemption of restricted equity securities, net		484			963
Loan principal (increases) decreases, net		(39,986	)		(40,098	)
Loans purchased		(62,698	)		—
Proceeds from sale of foreclosed assets		12,252			11,281
Improvements of foreclosed assets		—			(474	)
Proceeds from sale of premises and equipment		9			33
Purchases of premises and equipment		(6,771	)		(7,077	)
Life insurance proceeds		706			1,611

Net cash (used in) provided from investing activities		(245,549	)		10,819

Financing activities:
Net increase in deposits		3,609			11,103
Net change in other borrowings		5,429			(63,277	)
Stock option excess tax benefits		356			21
Repurchase of common stock		(501	)		(48	)
Dividends paid		(4,976	)		(4,317	)
Exercise of stock options		251			156

Net cash provided (used) in financing activities		4,168			(56,362	)

Net change in cash and cash equivalents		(207,749	)		(14,781	)

Cash and cash equivalents at beginning of period		748,899			637,275

Cash and cash equivalents at end of period		541,150		$	622,494

Supplemental disclosure of noncash activities:
Loans transferred to other real estate owned	$	8,035		$	5,816
Change in unrealized net gain on securities available for sale	$	(3,498	)	$	(304	)
Market value of shares tendered by employees in-lieu of cash to pay for exercise options and/or related taxes	$	3,490		$	48
Supplemental disclosure of cash flow activity:
Cash paid for interest expense	$	3,672		$	6,507
Cash paid for income taxes	$	15,110		$	7,320

See accompanying notes to unaudited condensed consolidated financial statements.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 – Summary of Significant Accounting Policies

Description of Business

TriCo Bancshares is a California corporation organized to act as a bank holding company for Tri Counties Bank (the “Bank”). The Bank is a state-chartered financial institution that is engaged 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 41 traditional branches and 24 in-store branches. The Company also formed two subsidiary business trusts, TriCo Capital Trust I and TriCo Capital Trust II (collectively, the Trusts), to issue trust preferred securities.

Basis of Presentation

The following unaudited condensed financial statements of the Company have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. In the opinion of Management, all adjustments, consisting solely of normal recurring adjustments, considered necessary for a fair presentation of results for the interim periods presented have been included. These interim condensed consolidated financial statements should be read in conjunction with the financial statements and related notes contained in the Company’s 2012 Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 18, 2013.

The condensed consolidated financial statements include the accounts of the Company and its wholly-owned financial subsidiary, Tri Counties Bank. All significant intercompany balances and transactions have been eliminated. TriCo Capital Trust I and TriCo Capital Trust II, which were formed solely for the purpose of issuing trust preferred securities, are unconsolidated subsidiaries as the Company is not the primary beneficiary of the trusts and they are not considered variable interest entities. Operating results for the three and nine months ended September 30, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013. Certain amounts in the consolidated financial statements for the year ended December 31, 2012 and for the three and nine months ended September 30, 2012 may have been reclassified to conform to the presentation of the condensed consolidated financial statements in 2013.

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, indemnification asset, foreclosed assets, goodwill and other intangible assets, income taxes, fair value of assets acquired and liabilities assumed in business combinations, the valuation of securities available-for-sale, and the valuation of mortgage servicing rights are the only accounting estimates that materially affect the Company’s consolidated financial statements.

As described in Note 2, the Bank assumed the banking operations of two failed financial institutions from the FDIC under whole bank purchase agreements. The acquired assets and assumed liabilities were measured at estimated fair value values under the acquisition method of accounting. The Company made significant estimates and exercised significant judgment in accounting for the acquisitions. The Company determined loan fair values based on loan file reviews, loan risk ratings, appraised collateral values, expected cash flows and historical loss factors. Foreclosed assets were primarily valued based on appraised values of the repossessed loan collateral. An identifiable intangible was also recorded representing the fair value of the core deposit customer base based on an evaluation of the cost of such deposits relative to alternative funding sources. The fair value of time deposits and borrowings were determined based on the present value of estimated future cash flows using current rates as of the acquisition date.

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. Net cash flows are reported for loan and deposit transactions and other borrowings.

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. These securities are carried at cost adjusted for amortization of premium and accretion of discount, computed by the effective interest method over their contractual lives. All other securities not included in trading or held to maturity are classified as available for sale. 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 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 are derived from the amortized cost of the security sold. During the nine months ended September 30, 2013, and the year ended December 31, 2012, the Company did not have any securities classified as trading. During the three months ended March 31, 2013, and the year ended December 31, 2012, the Company did not have any securities classified as held to maturity.

The Company assesses other-than-temporary impairment (“OTTI”) based on whether it intends to sell a security or if it is likely that the Company would be required to sell the security before recovery of the amortized cost basis of the investment, which may be maturity. For debt securities, if we intend to sell the security or it is likely that we will be required to sell the security before recovering its cost basis, the entire impairment loss would be recognized in earnings as an OTTI. If we do not intend to sell the security and it is not likely that we will be required to sell the security but we do not expect to recover the entire amortized cost basis of the security, only the portion of the impairment loss representing credit losses would be recognized in earnings. The credit loss on a security is measured as the difference between the amortized cost basis and the present value of the cash flows expected to be collected. Projected cash flows are discounted by the original or current effective interest rate depending on the nature of the security being measured for potential OTTI. The remaining impairment related to all other factors, the difference between the present value of the cash flows expected to be collected and fair value, is recognized as a charge to other comprehensive income (“OCI”). Impairment losses related to all other factors are presented as separate categories within OCI. The accretion of the amount recorded in OCI increases the carrying value of the investment and does not affect earnings. If there is an indication of additional credit losses the security is re-evaluated according to the procedures described above. No OTTI losses were recognized during the nine months ended September 30, 2013, and the year ended December 31, 2012.

Restricted Equity Securities

Restricted equity securities represent the Company’s investment in the stock of the Federal Home Loan Bank of San Francisco (“FHLB”) and are carried at par value, which reasonably approximates its fair value. While technically these are considered equity securities, there is no market for the FHLB stock. Therefore, the shares are considered as restricted investment securities. Management periodically evaluates FHLB stock for other-than-temporary impairment. Management’s determination of whether these investments are impaired is based on its assessment of the ultimate recoverability of cost rather than by recognizing temporary declines in value. The determination of whether a decline affects the ultimate recoverability of cost is influenced by criteria such as (1) the significance of any decline in net assets of the FHLB as compared to the capital stock amount for the FHLB and the length of time this situation has persisted, (2) commitments by the FHLB to make payments required by law or regulation and the level of such payments in relation to the operating performance of the FHLB, (3) the impact of legislative and regulatory changes on institutions and, accordingly, the customer base of the FHLB, and (4) the liquidity position of the FHLB.

As a member of the FHLB system, the Company is required to maintain a minimum level of investment in FHLB stock based on specific percentages of its outstanding mortgages, total assets, or FHLB advances. The Company may request redemption at par value of any stock in excess of the minimum required investment. Stock redemptions are at the discretion of the FHLB.

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 noninterest income.

Mortgage loans held for sale are generally sold with the mortgage servicing rights retained by the Company. 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 and Allowance for Loan Losses

Loans originated by the Company, i.e., not purchased or acquired in a business combination, are referred to as originated loans. Originated loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the principal amount outstanding, net of deferred loan fees and costs. 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. Originated loans on which the accrual of interest has been discontinued are designated as nonaccrual loans.

Originated loans are placed in nonaccrual status when reasonable doubt exists as to the full, timely collection of interest or principal, or a loan becomes contractually past due by 90 days or more with respect to interest or principal and is not well secured and in the process of collection. When an originated 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 loan is estimated to be fully collectible as to both principal and interest.

An allowance for loan losses for originated loans is established through a provision for loan losses charged to expense. The allowance is maintained at a level which, in Management’s judgment, is adequate to absorb probable incurred credit losses inherent in the loan portfolio as of the balance sheet date. Originated loans and deposit related overdrafts are charged against the allowance for loan losses when Management believes that the collectability 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 collectability, 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 an originated 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 originated 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.

In situations related to originated loans where, for economic or legal reasons related to a borrower’s financial difficulties, the Company grants a concession for other than an insignificant period of time to the borrower that the Company would not otherwise consider, the related loan is classified as a troubled debt restructuring (TDR). The Company strives to identify borrowers in financial difficulty early and work with them to modify to more affordable terms before their loan reaches nonaccrual status. These modified terms may include rate reductions, principal forgiveness, payment forbearance and other actions intended to minimize the economic loss and to avoid foreclosure or repossession of the collateral. In cases where the Company grants the borrower new terms that result in the loan being classified as a TDR, the Company measures any impairment on the restructuring as noted above for impaired loans. TDR loans are classified as impaired until they are fully paid off or charged off. Loans that are in nonaccrual status at the time they become TDR loans, remain in nonaccrual status until the borrower demonstrates a sustained period of performance which the Company generally believes to be six consecutive months of payments, or equivalent. Otherwise, TDR loans are subject to the same nonaccrual and charge-off policies as noted above with respect to their restructured principal balance.

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 originated loan portfolio. This is maintained through periodic charges to earnings. These charges are included in the Consolidated Statements of Income 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 originated loan losses is meant to be an estimate of these unknown but probable losses inherent in the portfolio.

The Company formally assesses the adequacy of the allowance for originated loan losses on a quarterly basis. Determination of the adequacy is based on ongoing assessments of the probable risk in the outstanding originated loan portfolio, and to a lesser extent the Company’s originated 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 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 for originated loan losses includes specific allowances for impaired originated loans and leases, 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 were based on historical loss experience by product type and prior risk rating.

During the three months ended March 31, 2012, management changed some of the assumptions utilized in the Allowance for Loan Losses estimate calculation. These changes were intended to more accurately reflect the current risk in the loan portfolio and to better estimate the losses inherent but not yet quantifiable. These changes included the conversion to a historical loss migration analysis intended to better determine the appropriate formula reserve ratio by loan category and risk rating, the addition of an environmental factor related to the delinquency rate of loans not classified as impaired by loan category, the elimination of an unspecified reserve allocation previously intended to account for imprecision inherent in the overall calculation, and the reclassification of risk rating of certain consumer loans based on current credit score in an attempt to better identify the risk in the portfolio. The financial effect of these changes resulted in a net reduction in the calculated Allowance for Loan Losses of $1,388,000 during the three months ended March 31, 2012. Allowances for impaired loans are based on analysis of individual credits. Allowances for changing environmental factors are Management’s best estimate of the probable impact these changes have had on the originated loan portfolio as a whole. The allowance for originated loans is included in the allowance for loan losses.

During the three months ended March 31, 2013, the Company changed the method it uses to estimate net sale proceeds from real estate collateral sales when calculating the allowance for loan losses associated with impaired real estate collateral dependent loans. Previously, the Company used the greater of fifteen percent or actual estimated selling costs. Currently, the Company uses the actual estimated selling costs, and an adjustment to appraised value based on the age of the appraisal. These changes are intended to more accurately reflect the estimated net sale proceeds from the sale of impaired collateral dependent real estate loans. This change in methodology resulted in the allowance for loan losses as of March 31, 2013 being $494,000 more than it would have been without this change in methodology.

During the three months ended June 30, 2013, the Company modified its loss migration analysis methodology used to determine the formula allowance factors. When the Company originally established its loss migration analysis methodology during the quarter ended March 31, 2012, it reviewed the loss experience of each quarter over the previous three years in order to calculate an annualized loss rate by loan category and risk rating. The use of three years of loss experience data was originally used because that was the extent of the detailed loss data, by loan category and risk rating that was available at the time. This three year historical look-back period was used until the quarter ended June 30, 2013. Starting with the quarter ended June 30, 2013, the Company will review all available detailed loss experience data, and not limit it to the most recent three years of historical loss data. This change is intended to more accurately reflect the risk inherent in the loan portfolio by considering historical loss data for all years as the data for new periods becomes available. This change in methodology resulted in the allowance for loan losses as of June 30, 2013 being $1,314,000 more than it would have been without this change in methodology.

During the three months ended September 30, 2013, the Company modified its methodology used to determine the allowance for changing environmental factors. Previously, the Company compared the current value of each environmental factor to a fixed baseline value. The deviation of the current value from the baseline value was then multiplied by a conversion factor to determine the required allowance related to each environmental factor. As of September 30, 2013, the Company replaced the fixed baseline values with average baseline values derived from historical averages, and adjusted the conversion factors. This change is intended to more accurately reflect the risk inherent in the portfolio by recognizing that baseline, or normal, levels for environmental factors may change over time. This change in methodology resulted in the allowance for loan losses as of September 30, 2013 being $1,665,000 more than it would have been without this change in methodology.

Loans purchased or acquired in a business combination are referred to as acquired loans. Acquired loans are valued as of the acquisition date in accordance with Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) Topic 805, Business Combinations. Loans acquired with evidence of credit deterioration since origination for which it is probable that all contractually required payments will not be collected are referred to as purchased credit impaired (PCI) loans. PCI loans are accounted for under FASB ASC Topic 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality. Under FASB ASC Topic 805 and FASB ASC Topic 310-30, PCI loans are recorded at fair value at acquisition date, factoring in credit losses expected to be incurred over the life of the loan. Accordingly, an allowance for loan losses is not carried over or recorded as of the acquisition date. Fair value is defined as the present value of the future estimated principal and interest payments of the loan, with the discount rate used in the present value calculation representing the estimated effective yield of the loan. Default rates, loss severity, and prepayment speed assumptions are periodically reassessed and our estimate of future payments is adjusted accordingly. The difference between contractual future payments and estimated future payments is referred to as the nonaccretable difference. The difference between estimated future payments and the present value of the estimated future payments is referred to as the accretable yield. The accretable yield represents the amount that is expected to be recorded as interest income over the remaining life of the loan. If after acquisition, the Company determines that the estimated future cash flows of a PCI loan are expected to be more than originally estimated, an increase in the discount rate (effective yield) would be made such that the newly increased accretable yield would be recognized, on a level yield basis, over the remaining estimated life of the loan. If, after acquisition, the Company determines that the estimated future cash flows of a PCI loan are expected to be less than previously estimated, the discount rate would first be reduced until the present value of the reduced cash flow estimate equals the previous present value however, the discount rate may not be lowered below its original level at acquisition. If the discount rate has been lowered to its original level and the present value has not been sufficiently lowered, an allowance for loan loss would be established through a provision for loan losses charged to expense to decrease the present value to the required level. If the estimated cash flows improve after an allowance has been established for a loan, the allowance may be partially or fully reversed depending on the improvement in the estimated cash flows. Only after the allowance has been fully reversed may the discount rate be increased. PCI loans are put on nonaccrual status when cash flows cannot be reasonably estimated. PCI loans on nonaccrual status are accounted for using the cost recovery method or cash basis method of income recognition. PCI loans are charged off when evidence suggests cash flows are not recoverable. Foreclosed assets from PCI loans are recorded in foreclosed assets at fair value with the fair value at time of foreclosure representing cash flow from the loan. ASC 310-30 allows PCI loans with similar risk characteristics and acquisition time frame to be “pooled” and have their cash flows aggregated as if they were one loan. The Company elected to use the “pooled” method of ASC 310-30 for PCI – other loans in the acquisition of certain assets and liabilities of Granite Community Bank (“Granite”) and Citizens Bank of Northern California (“Citizens”).

Acquired loans that are not PCI loans are referred to as purchased not credit impaired (PNCI) loans. PNCI loans are accounted for under FASB ASC Topic 310-20, Receivables – Nonrefundable Fees and Other Costs, in which interest income is accrued on a level-yield basis for performing loans. For income recognition purposes, this method assumes that all contractual cash flows will be collected, and no allowance for loan losses is established at the time of acquistion. Post-acquisition date, an allowance for loan losses may need to be established for acquired loans through a provision charged to earnings for credit losses incurred subsequent to acquisition. Under ASC 310-20, the loss would be measured based on the probable shortfall in relation to the contractual note requirements, consistent with our allowance for loan loss policy for similar loans.

When referring to PNCI and PCI loans we will use the terms “nonaccretable difference”, “accretable yield”, or “purchase discount”. Nonaccretable difference is the difference between undiscounted contractual cash flows due and undiscounted cash flows we expect to collect, or put another way, it is the undiscounted contractual cash flows we do not expect to collect. Accretable yield is the difference between undiscounted cash flows we expect to collect and the value at which we have recorded the loan on our financial statements. On the date of acquisition, all purchased loans are recorded on our consolidated financial statements at estimated fair value. Purchase discount is the difference between the estimated fair value of loans on the date of acquisition and the principal amount owed by the borrower, net of charge offs, on the date of acquisition. We may also refer to “discounts to principal balance of loans owed, net of charge-offs”. Discounts to principal balance of loans owed, net of charge-offs is the difference between principal balance of loans owed, net of charge-offs, and loans as recorded on our financial statements. Discounts to principal balance of loans owed, net of charge-offs arise from purchase discounts, and equal the purchase discount on the acquisition date.

Loans are also categorized as “covered” or “noncovered”. Covered loans refer to loans covered by a Federal Deposit Insurance Corporation (“FDIC”) loss sharing agreement. Noncovered loans refer to loans not covered by a FDIC loss sharing agreement.

Foreclosed Assets

Foreclosed assets include assets acquired through, or in lieu of, loan foreclosure. Foreclosed assets are held for sale and are initially recorded at fair value less estimated costs to sell 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. Gain or loss on sale of foreclosed assets is included in noninterest income. Foreclosed assets that are not subject to a FDIC loss-share agreement are referred to as noncovered foreclosed assets.

Foreclosed assets acquired through FDIC-assisted acquisitions that are subject to a FDIC loss-share agreement, and all assets acquired via foreclosure of covered loans are referred to as covered foreclosed assets. Covered foreclosed assets are reported exclusive of expected reimbursement cash flows from the FDIC. Foreclosed covered loan collateral is transferred into covered foreclosed assets at the loan’s carrying value, inclusive of the acquisition date fair value discount.

Covered foreclosed assets are initially recorded at estimated fair value less estimated costs to sell on the acquisition date based on similar market comparable valuations less estimated selling costs. Any subsequent valuation adjustments due to declines in fair value will be charged to noninterest expense, and will be mostly offset by noninterest income representing the corresponding increase to the FDIC indemnification asset for the offsetting loss reimbursement amount. Any recoveries of previous valuation adjustments will be credited to noninterest expense with a corresponding charge to noninterest income for the portion of the recovery that is due to the FDIC.

Premises and Equipment

Land is carried at cost. Land improvements, 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.

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 an identifiable intangible asset consisting of core deposit intangibles (CDI). CDI are amortized over their respective estimated useful lives, and reviewed for impairment.

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 consolidated balance sheet.

As of 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. The Company may choose to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, the Company determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then goodwill is deemed not to be impaired.

However, if the Company concludes otherwise, or if the Company elected not to first assess qualitative factors, then the Company performs the first step of a two-step impairment test by calculating the fair value of the reporting unit and comparing the fair value with the carrying amount of the reporting unit. Second, if the carrying amount of the 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”. Goodwill was not impaired as of December 31, 2012 because the fair value of the reporting unit exceeded its carrying value.

Mortgage Servicing Rights

Mortgage servicing rights (MSR) represent the Company’s right to a future stream of cash flows based upon the contractual servicing fee associated with servicing mortgage loans. Our MSR arise from residential mortgage loans that we originate and sell, but retain the right to service the loans. 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. Servicing fees are recorded in noninterest income when earned.

We account for MSR at fair value. The determination of fair value of our MSR requires management judgment because they are not actively traded. The determination of fair value for MSR 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 MSR, which we believe are consistent with assumptions used by market participants valuing similar MSR, and from data obtained on the performance of similar MSR. The key assumptions used in the valuation of MSR 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 MSR are prepayment speed and changes in interest rates. The Company uses an independent third party to determine fair value of MSR.

Indemnification Asset

The Company accounts for amounts receivable under loss-share agreements with the FDIC as indemnification assets in accordance with FASB ASC Topic 805, Business Combinations. FDIC indemnification assets are initially recorded at fair value, based on the discounted value of expected future cash flows under the loss-share agreements. The difference between the fair value and the undiscounted cash flows the Company expects to collect from the FDIC will be accreted into noninterest income over the life of the FDIC indemnification asset. FDIC indemnification assets are reviewed quarterly and adjusted for any changes in expected cash flows based on recent performance and expectations for future performance of the covered portfolios. These adjustments are measured on the same basis as the related covered loans and covered other real estate owned. Any increases in cash flow of the covered assets over those expected will reduce the FDIC indemnification asset and any decreases in cash flow of the covered assets under those expected will increase the FDIC indemnification asset. Increases and decreases to the FDIC indemnification asset are recorded as adjustments to noninterest income.

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 collectability, 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.

During the three months ended June 30, 2013, the Company modified the methodology employed to estimate potential losses on unfunded commitments. Similar to the Allowance for Loan and Lease Losses, the Company performs a migration analysis of historical loss experience. Prior to this quarter, the loss experience of each quarter over the previous three years was reviewed in order to calculate an annualized loss rate by loan category. Going forward, the Company has chosen to review all loss experience available since the conversion to a loss migration analysis. This change is intended to more accurately reflect the risk inherent in the unfunded commitments and appropriately consider all losses incurred in prior years. This change in methodology resulted in the reserve for unfunded commitments as of June 30, 2013 being $335,000 more than it would have been without this change in methodology.

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. A valuation allowance, if needed, reduces deferred tax assets to the expected amount most likely to be realized. Realization of deferred tax assets is dependent upon the generation of a sufficient level of future taxable income and recoverable taxes paid in prior years. Although realization is not assured, management believes it is more likely than not that all of the deferred tax assets will be realized. Interest and/or penalties related to income taxes are reported as a component of noninterest income.

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.

Geographical Descriptions

For the purpose of describing the geographical location of the Company’s loans, the Company has defined northern California as that area of California north of, and including, Stockton; central California as that area of the state south of Stockton, to and including, Bakersfield; and southern California as that area of the state south of Bakersfield.

Reclassifications

Certain amounts reported in previous consolidated financial statements have been reclassified to conform to the presentation in this report. These reclassifications did not affect previously reported net income or total shareholders’ equity.

Recent Accounting Pronouncements

FASB issued Accounting Standards Update (“ASU”) No. 2012-06, Business Combinations (Topic 805): Subsequent Accounting for an Indemnification Asset Recognized at the Acquisition Date as a Result of a Government-Assisted Acquisition of a Financial Institution. ASU 2012-06 requires that when a reporting entity recognizes an indemnification asset (in accordance with Subtopic 805-20) as a result of a government-assisted acquisition of a financial institution and subsequently a change in the cash flows expected to be collected on the indemnification asset occurs (as a result of a change in cash flows expected to be collected on the assets subject to indemnification), the reporting entity should subsequently account for the change in the measurement of the indemnification asset on the same basis as the change in the assets subject to indemnification. Any amortization of changes in value should be limited to the contractual term of the indemnification agreement (that is, the lesser of the term of the indemnification agreement and the remaining life of the indemnified assets). The Company adopted this Standard on January 1, 2013, and the adoption did not have a significant impact on the Company’s consolidated financial statements.

FASB issued ASU No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. ASU 2013-02 amends recent guidance related to the reporting of comprehensive income to enhance the reporting of reclassifications out of accumulated other comprehensive income. The Company adopted this Standard on January 1, 2013, and the adoption did not have a significant impact on the Company’s consolidated financial statements.

Note 2 - Business Combinations

On September 23, 2011, the California Department of Financial Institutions closed Citizens Bank of Northern California (“Citizens”), Nevada City, California and appointed the FDIC as receiver. That same date, the Bank assumed the banking operations of Citizens from the FDIC under a whole bank purchase and assumption agreement without loss sharing.

On May 28, 2010, the Office of the Comptroller of the Currency closed Granite Community Bank (“Granite”), Granite Bay, California and appointed the FDIC as receiver. That same date, the Bank assumed the banking operations of Granite from the FDIC under a whole bank purchase and assumption agreement with loss sharing. Under the terms of the loss sharing agreement, the FDIC will cover a substantial portion of any future losses on loans, related unfunded loan commitments, other real estate owned (OREO)/foreclosed assets and accrued interest on loans for up to 90 days. The FDIC will absorb 80% of losses and share in 80% of loss recoveries on the covered assets acquired from Granite. The loss sharing arrangements for non-single family residential and single family residential loans are in effect for 5 years and 10 years, respectively, and the loss recovery provisions are in effect for 8 years and 10 years, respectively, from the acquisition date.

Note 3 - Investment Securities

The amortized cost and estimated fair values of investments in debt and equity securities are summarized in the following tables:


	September 30, 2013
			Gross		Gross			Estimated
	Amortized		Unrealized		Unrealized			Fair
	Cost		Gains		Losses			Value
	(in thousands)
Securities Available for Sale
Obligations of U.S. government corporations and agencies	$	100,629	$	4,970	$	(198	)	$	105,401
Obligations of states and political subdivisions		7,777		128		—			7,905
Corporate debt securities		1,873		36		—			1,909

Total securities available for sale	$	110,279	$	5,134	$	(198	)	$	115,215

Securities Held to Maturity
Obligations of U.S. government corporations and agencies	$	180,612	$	1,299	$	(2,905	)	$	179,006
Obligations of states and political subdivisions		12,650		—		(1,415	)		11,235

Total securities available for sale	$	193,262	$	1,299	$	(4,320	)	$	190,241


	December 31, 2012
			Gross		Gross			Estimated
	Amortized		Unrealized		Unrealized			Fair
	Cost		Gains		Losses			Value
	(in thousands)
Securities Available for Sale
Obligations of U.S. government corporations and agencies	$	143,633	$	8,068		—		$	151,701
Obligations of states and political subdivisions		9,098		323		—			9,421
Corporate debt securities		1,862		43		—			1,905

Total securities available for sale	$	154,593	$	8,434		—		$	163,027

The Company had no investment securities held to maturity at December 31, 2012.

No investment securities were sold during the nine months ended September 30, 2013 or the year ended December 31, 2012. Investment securities with an aggregate carrying value of $66,442,000 and $66,911,000 at September 30, 2013 and December 31, 2012, respectively, were pledged as collateral for specific borrowings, lines of credit and local agency deposits.

Note 3 - Investment Securities (continued)

The amortized cost and estimated fair value of debt securities at September 30, 2013 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 September 30, 2013, obligations of U.S. government corporations and agencies with a cost basis totaling $281,241,000 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 September 30, 2013, the Company estimates the average remaining life of these mortgage-backed securities issued by U.S. government corporations and agencies to be approximately 5.6 years. Average remaining life is defined as the time span after which the principal balance has been reduced by half.


Investment Securities	Available for Sale				Held to Maturity
(In thousands)	Amortized		Estimated		Amortized		Estimated
	Cost		Fair Value		Cost		Fair Value
Due in one year	$	2,554	$	2,594		—		—
Due after one year through five years		4,514		4,699		—		—
Due after five years through ten years		34,963		36,190		—		—
Due after ten years		68,248		71,732	$	193,262	$	190,241

Totals	$	110,279	$	115,215	$	193,262	$	190,241

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
September 30, 2013:	Value		Loss			Value		Loss		Value		Loss
	(In thousands)
Investment Securities Available for Sale:
Obligations of U.S. government corporations and agencies	$	10,962	$	(198	)		—		—	$	10,962	$	(198	)
Obligations of states and political subdivisions		—		—			—		—		—		—
Corporate debt securities		—		—			—		—		—		—

Total Investment Securities Available for Sale	$	10,962	$	(198	)		—		—	$	10,962	$	(198	)

Investment Securities Held to Maturity:
Obligations of U.S. government corporations and agencies	$	69,193	$	(2,905	)		—		—	$	69,193	$	(2,905	)
Obligations of states and political subdivisions		11,235		(1,415	)		—		—		11,235		(1,415	)

Total Investment Securities Held to Maturity	$	80,428	$	(4,320	)		—		—	$	80,428	$	(4,320	)

At December 31, 2012, the Company had no investment securities with gross unrealized losses.

Obligations of U.S. government corporations and agencies: Unrealized losses on investments in obligations of U.S. government corporations and agencies are 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 does not intend to sell and more likely than not will not be required to sell these securities, these investments are not considered other-than-temporarily impaired. At September 30, 2013, 10 debt securities representing obligations of U.S. government corporations and agencies had unrealized losses with aggregate depreciation of 3.73% 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 increases in required yields by investors in these types of securities. 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 does not intend to sell and more likely than not will not be required to sell these securities, these investments are not considered other-than-temporarily impaired. At September 30, 2013, 14 debt securities representing obligations of states and political subdivisions had unrealized losses with aggregate depreciation of 11.19% from the Company’s amortized cost basis.

Note 4 – Loans

A summary of loan balances follows (in thousands):


	September 30, 2013
							PCI -			PCI -
	Originated			PNCI			Cash basis			Other			Total
Mortgage loans on real estate:
Residential 1-4 family	$	128,974		$	61,808			—		$	6,347		$	197,129
Commercial		801,570			62,104			—			30,672			894,346

Total mortgage loan on real estate		930,544			123,912			—			37,019			1,091,475
Consumer:
Home equity lines of credit		321,512			14,367		$	6,452			4,017			346,348
Home equity loans		12,845			281			49			555			13,730
Auto Indirect		1,351			—			—			—			1,351
Other		26,106			2,101			—			75			28,282

Total consumer loans		361,814			16,749			6,501			4,647			389,711
Commercial		126,034			775			25			6,782			133,616
Construction:
Residential		26,369			—			—			1,232			27,601
Commercial		14,074			—			—			574			14,648

Total construction		40,443			—			—			1,806			42,249

Total loans, net of deferred loan fees	$	1,458,835		$	141,436		$	6,526		$	50,254		$	1,657,051

Total principal balance of loans owed, net of charge-offs	$	1,462,146		$	150,042		$	17,398		$	62,239		$	1,691,825
Unamortized net deferred loan fees		(3,311	)											(3,311	)
(Discounts) premiums, net, to principal balance of loans owed, net of charge-offs		—			(8,606	)		(10,872	)		(11,985	)		(31,463	)

Total loans, net of unamortized deferred loan fees	$	1,458,835		$	141,436		$	6,526		$	50,254		$	1,657,051

Noncovered loans	$	1,458,835		$	141,436		$	6,526		$	19,685		$	1,626,482
Covered loans		—			—			—			30,569			30,569

Total loans, net of unamortized deferred loan fees	$	1,458,835		$	141,436		$	6,526		$	50,254		$	1,657,051

Allowance for loan losses	$	(32,307	)	$	(2,800	)	$	(899	)	$	(3,334	)	$	(39,340	)

Note 4 – Loans (continued)

A summary of loan balances follows (in thousands):


	December 31, 2012
							PCI -			PCI -
	Originated			PNCI			Cash basis			Other			Total
Mortgage loans on real estate:
Residential 1-4 family	$	121,255		$	5,413			—		$	5,016		$	131,684
Commercial		775,124			72,090		$	1,289			29,943			878,446

Total mortgage loan on real estate		896,379			77,503			1,289			34,959			1,010,130
Consumer:
Home equity lines of credit		311,671			16,788			7,612			5,954			342,025
Home equity loans		13,011			342			49			155			13,557
Auto Indirect		3,816			—			—			—			3,816
Other		24,263			2,418			—			32			26,713

Total consumer loans		352,761			19,548			7,661			6,141			386,111
Commercial		125,122			869			22			9,515			135,528
Construction:
Residential		11,877			—			—			6,582			18,459
Commercial		11,196			—			—			3,399			14,595

Total construction		23,073			—			—			9,981			33,054

Total loans, net of deferred loan fees	$	1,397,335		$	97,920		$	8,972		$	60,596		$	1,564,823

Total principal balance of loans owed, net of charge-offs	$	1,400,147		$	111,286		$	20,621		$	75,277		$	1,607,331
Unamortized net deferred loan fees		(2,812	)		—			—			—			(2,812	)
(Discounts) premiums, net, to principal balance of loans owed, net of charge-offs		—			(13,366	)		(11,649	)		(14,681	)		(39,696	)

Total loans, net of unamortized deferred loan fees	$	1,397,335		$	97,920		$	8,972		$	60,596		$	1,564,823

Noncovered loans	$	1,397,335		$	97,920		$	8,972		$	18,708		$	1,522,935
Covered loans		—			—			—			41,888			41,888

Total loans, net of unamortized deferred loan fees	$	1,397,335		$	97,920		$	8,972		$	60,596		$	1,564,823

Allowance for loan losses	$	(35,769	)	$	(1,969	)	$	(1,054	)	$	(3,856	)	$	(42,648	)

The following is a summary of the change in accretable yield for PCI – other loans during the periods indicated (in thousands):


	Three months ended Sept. 30,						Nine months ended Sept. 30,
	2013			2012			2013			2012
Change in accretable yield:
Balance at beginning of period	$	19,727		$	23,732		$	22,337		$	25,145
Accretion to interest income		(1,656	)		(2,037	)		(4,847	)		(5,921	)
Reclassification from nonaccretable difference		1,850			2,385			2,431			4,857

Balance at end of period	$	19,921		$	24,080		$	19,921		$	24,080

Throughout these consolidated financial statements, and in particular in this Note 4 and Note 5, when we refer to “Loans” or “Allowance for loan losses” we mean all categories of loans, including Originated, PNCI, PCI – cash basis, and PCI - other. When we are not referring to all categories of loans, we will indicate which we are referring to – Originated, PNCI, PCI – cash basis, or PCI - other.

Note 5 – Allowance for Loan Losses

The following tables summarize the activity in the allowance for loan losses, and ending balance of loans, net of unearned fees for the periods indicated.


	Allowance for Loan Losses – Three months ended September 30, 2013
	RE Mortgage						Home Equity						Auto			Other						Construction
(In thousands)	Resid.			Comm.			Lines			Loans			Indirect			Consum.			C&I			Resid.			Comm.			Total
Beginning balance	$	3,231		$	8,764		$	18,710		$	1,109		$	114		$	567		$	4,929		$	1,288		$	887		$	39,599
Charge-offs		(4	)		(23	)		(331	)		(30	)		(9	)		(239	)		(318	)		—			(31	)		(985	)
Recoveries		154			295			304			3			34			199			108			2			20			1,119
(Benefit) provision		(190	)		704			(871	)		(50	)		(58	)		7			(234	)		157			142			(393	)

Ending balance	$	3,191		$	9,740		$	17,812		$	1,032		$	81		$	534		$	4,485		$	1,447		$	1,018		$	39,340


	Allowance for Loan Losses – As of and nine months ended September 30, 2013
	RE Mortgage						Home Equity						Auto			Other						Construction
(In thousands)	Resid.			Comm.			Lines			Loans			Indirect			Consum.			C&I			Resid.			Comm.			Total
Beginning balance	$	3,523		$	8,782		$	21,367		$	1,155		$	243		$	696		$	4,703		$	1,400		$	779		$	42,648
Charge-offs		(46	)		(1,712	)		(1,843	)		(56	)		(67	)		(724	)		(1,143	)		(20	)		(92	)		(5,703	)
Recoveries		345			965			809			29			180			601			244			63			46			3,282
(Benefit) provision		(631	)		1,705			(2,521	)		(96	)		(275	)		(39	)		681			4			285			(887	)

Ending balance	$	3,191		$	9,740		$	17,812		$	1,032		$	81		$	534		$	4,485		$	1,447		$	1,018		$	39,340

Ending balance:
Individ. evaluated for impairment	$	623		$	1,446		$	1,554		$	49		$	2		$	6		$	678		$	91		$	9		$	4,458

Loans pooled for evaluation	$	2,235		$	7,748		$	15,259		$	983		$	79		$	521		$	2,450		$	723		$	653		$	30,649

Loans acquired with deteriorated credit quality	$	333		$	546		$	999			—			—		$	7		$	1,358		$	633		$	356		$	4,233


	Loans, net of unearned fees – As of September 30, 2013
	RE Mortgage						Home Equity						Auto			Other						Construction
(In thousands)	Resid.			Comm.			Lines			Loans			Indirect			Consum.			C&I			Resid.			Comm.			Total
Ending balance:
Total loans	$	197,129		$	894,346		$	346,348		$	13,730		$	1,351		$	28,282		$	133,616		$	27,601		$	14,648		$	1,657,051

Individ. evaluated for impairment	$	7,013		$	69,373		$	7,664		$	551		$	66		$	94		$	3,333		$	2,872		$	252		$	91,218

Loans pooled for evaluation	$	183,769		$	794,301		$	328,215		$	12,575		$	1,285		$	28,113		$	123,476		$	23,497		$	13,822		$	1,509,053

Loans acquired with deteriorated credit quality	$	6,347		$	30,672		$	10,469		$	604			—		$	75		$	6,807		$	1,232		$	574		$	56,780


	Allowance for Loan Losses – As of and year ended December 31, 2012
	RE Mortgage						Home Equity						Auto			Other						Construction
(In thousands)	Resid.			Comm.			Lines			Loans			Indirect			Consum.			C&I			Resid.			Comm.			Total
Beginning balance	$	2,404		$	13,217		$	18,258		$	1,101		$	215		$	932		$	6,545		$	1,817		$	1,425		$	45,914
Charge-offs		(1,558	)		(3,457	)		(8,042	)		(385	)		(83	)		(1,202	)		(1,251	)		(406	)		(100	)		(16,484	)
Recoveries		147			1,020			398			100			215			860			643			412			—			3,795
Provision (benefit)		2,530			(1,998	)		10,753			339			(104	)		106			(1,234	)		(423	)		(546	)		9,423

Ending balance	$	3,523		$	8,782		$	21,367		$	1,155		$	243		$	696		$	4,703		$	1,400		$	779		$	42,648

Ending balance:
Individ. evaluated for impairment	$	631		$	515		$	2,264		$	81		$	5		$	47		$	840		$	11		$	111		$	4,505

Loans pooled for evaluation	$	2,526		$	8,026		$	17,862		$	995		$	238		$	649		$	2,342		$	430		$	165		$	33,233

Loans acquired with deteriorated credit quality	$	366		$	241		$	1,241		$	79			—			—		$	1,521		$	959		$	503		$	4,910

Note 5 – Allowance for Loan Losses (continued)


	Loans, net of unearned fees – As of December 31, 2012
	RE Mortgage						Home Equity						Auto			Other						Construction
(In thousands)	Resid.			Comm.			Lines			Loans			Indirect			Consum.			C&I			Resid.			Comm.			Total
Ending balance:
Total loans	$	131,684		$	878,446		$	342,025		$	13,557		$	3,816		$	26,713		$	135,528		$	18,459		$	14,595		$	1,564,823

Individ. evaluated for impairment	$	6,586		$	71,077		$	10,056		$	528		$	197		$	121		$	8,562		$	3,596		$	607		$	101,330

Loans pooled for evaluation	$	120,082		$	776,137		$	318,403		$	12,825		$	3,619		$	26,560		$	117,429		$	8,281		$	10,589		$	1,393,925

Loans acquired with deteriorated credit quality	$	5,016		$	31,232		$	13,566		$	204			—		$	32		$	9,537		$	6,582		$	3,399		$	69,568


	Allowance for Loan Losses – Three months ended September 30, 2012
	RE Mortgage						Home Equity						Auto			Other						Construction
(In thousands)	Resid.			Comm.			Lines			Loans			Indirect			Consum.			C&I			Resid.			Comm.			Total
Beginning balance	$	3,458		$	9,566		$	21,602		$	1,159		$	433		$	621		$	5,694		$	1,679		$	1,637		$	45,849
Charge-offs		(370	)		(340	)		(1,636	)		(12	)		(12	)		(280	)		(625	)		—			(93	)		(3,368	)
Recoveries		—			181			160			6			72			211			91			412			—			1,133
Provision (benefit)		492			630			1,176			100			(161	)		132			(389	)		(802	)		(646	)		532

Ending balance	$	3,580		$	10,037		$	21,302		$	1,253		$	332		$	684		$	4,771		$	1,289		$	898		$	44,146


	Allowance for Loan Losses – As of and nine months ended September 30, 2012
	RE Mortgage						Home Equity						Auto			Other						Construction
(In thousands)	Resid.			Comm.			Lines			Loans			Indirect			Consum.			C&I			Resid.			Comm.			Total
Beginning balance	$	2,404		$	13,217		$	18,258		$	1,101		$	215		$	932		$	6,545		$	1,817		$	1,425		$	45,914
Charge-offs		(918	)		(2,008	)		(6,739	)		(170	)		(83	)		(928	)		(1,202	)		(362	)		(68	)		(12,478	)
Recoveries		27			999			307			15			171			653			227			412			—			2,811
Provision		2,067			(2,171	)		9,476			307			29			27			(799	)		(578	)		(459	)		7,899

Ending balance	$	3,580		$	10,037		$	21,302		$	1,253		$	332		$	684		$	4,771		$	1,289		$	898		$	44,146

Ending balance:
Individ. evaluated for impairment	$	794		$	1,234		$	2,140		$	174		$	9		$	45		$	773		$	40		$	550		$	5,759

Loans pooled for evaluation	$	2,415		$	8,239		$	17,899		$	999		$	324		$	640		$	2,445		$	465		$	81		$	33,507

Loans acquired with deteriorated credit quality	$	371		$	564		$	1,263		$	79			—			—		$	1,553		$	783		$	267		$	4,880


	Loans, net of unearned fees – As of September 30, 2012
	RE Mortgage						Home Equity						Auto			Other						Construction
(In thousands)	Resid.			Comm.			Lines			Loans			Indirect			Consum.			C&I			Resid.			Comm.			Total
Ending balance:
Total loans	$	134,041		$	873,391		$	342,898		$	14,270		$	5,067		$	26,609		$	145,469		$	18,332		$	15,570		$	1,575,647

Individ. evaluated for impairment	$	9,285		$	68,887		$	9,946		$	683		$	260		$	136		$	8,696		$	4,126		$	6,955		$	108,974

Loans pooled for evaluation	$	118,702		$	771,971		$	318,987		$	13,383		$	4,807		$	26,450		$	124,487		$	6,448		$	5,089		$	1,390,324

Loans acquired with deteriorated credit quality	$	6,054		$	32,533		$	13,965		$	204			—		$	23		$	12,286		$	7,758		$	3,526		$	76,349

Note 5 – Allowance for Loan Losses (continued)

As part of the on-going monitoring of the credit quality of the Company’s loan portfolio, management tracks certain credit quality indicators including, but not limited to, trends relating to (i) the level of criticized and classified loans, (ii) net charge-offs, (iii) non-performing loans, and (iv) delinquency within the portfolio.

The Company utilizes a risk grading system to assign a risk grade to each of its loans. Loans are graded on a scale ranging from Pass to Loss. A description of the general characteristics of the risk grades is as follows:

•

Pass – This grade represents loans ranging from acceptable to very little or no credit risk. These loans typically meet most if not all policy standards in regard to: loan amount as a percentage of collateral value, debt service coverage, profitability, leverage, and working capital.

•

Special Mention – This grade represents “Other Assets Especially Mentioned” in accordance with regulatory guidelines and includes loans that display some potential weaknesses which, if left unaddressed, may result in deterioration of the repayment prospects for the asset or may inadequately protect the Company’s position in the future. These loans warrant more than normal supervision and attention.

•

Substandard – This grade represents “Substandard” loans in accordance with regulatory guidelines. Loans within this rating typically exhibit weaknesses that are well defined to the point that repayment is jeopardized. Loss potential is, however, not necessarily evident. The underlying collateral supporting the credit appears to have sufficient value to protect the Company from loss of principal and accrued interest, or the loan has been written down to the point where this is true. There is a definite need for a well defined workout/rehabilitation program.

•

Doubtful – This grade represents “Doubtful” loans in accordance with regulatory guidelines. An asset classified as Doubtful has all the weaknesses inherent in a loan classified Substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable. Pending factors include proposed merger, acquisition, or liquidation procedures, capital injection, perfecting liens on additional collateral, and financing plans.

•

Loss – This grade represents “Loss” loans in accordance with regulatory guidelines. A loan classified as Loss is considered uncollectible and of such little value that its continuance as a bankable asset is not warranted. This classification does not mean that the loan has absolutely no recovery or salvage value, but rather that it is not practical or desirable to defer writing off the loan, even though some recovery may be affected in the future. The portion of the loan that is graded loss should be charged off no later than the end of the quarter in which the loss is identified.

The following tables present ending loan balances by loan category and risk grade as of the dates indicated:


	Credit Quality Indicators – As of September 30, 2013
	RE Mortgage				Home Equity				Auto		Other				Construction
(In thousands)	Resid.		Comm.		Lines		Loans		Indirect		Consumer		C&I		Resid.		Comm.		Total
Originated loans:
Pass	$	120,824	$	731,319	$	308,997	$	11,827	$	1,051	$	25,462	$	121,901	$	22,205	$	13,268	$	1,356,854
Special mention		968		20,660		2,731		217		157		529		740		98		520		26,620
Substandard		7,182		49,591		9,784		801		143		115		3,393		4,066		286		75,361

Total Originated loans	$	128,974	$	801,570	$	321,512	$	12,845	$	1,351	$	26,106	$	126,034	$	26,369	$	14,074	$	1,458,835

PNCI loans:
Pass	$	61,123	$	55,446	$	13,466	$	281		—	$	2,039	$	450		—		—	$	132,805
Special mention		—		3,060		177		—		—		24		325		—		—		3,586
Substandard		685		3,598		724		—		—		38		—		—		—		5,045

Total PNCI loans	$	61,808	$	62,104	$	14,367	$	281		—	$	2,101	$	775		—		—	$	141,436

PCI loans	$	6,347	$	30,672	$	10,469	$	604		—	$	75	$	6,807	$	1,232	$	574	$	56,780

Total loans	$	197,129	$	894,346	$	346,348	$	13,730	$	1,351	$	28,282	$	133,616	$	27,601	$	14,648	$	1,657,051


	Credit Quality Indicators – As of December 31, 2012
	RE Mortgage				Home Equity				Auto		Other				Construction
(In thousands)	Resid.		Comm.		Lines		Loans		Indirect		Consumer		C&I		Resid.		Comm.		Total
Originated loans:
Pass	$	108,946	$	686,593	$	291,701	$	11,892	$	2,949	$	23,154	$	113,595	$	7,744	$	10,221	$	1,256,795
Special mention		3,122		21,184		6,955		555		531		958		3,224		285		356		37,170
Substandard		9,187		67,347		13,015		564		336		151		8,303		3,848		619		103,370

Total Originated loans	$	121,255	$	775,124	$	311,671	$	13,011	$	3,816	$	24,263	$	125,122	$	11,877	$	11,196	$	1,397,335

PNCI loans:
Pass	$	4,968	$	64,917	$	15,915	$	342		—	$	2,240	$	848		—		—	$	89,230
Special mention		—		5,249		193		—		—		104		21		—		—		5,567
Substandard		436		1,924		680		—		—		74		—		—		—		3,114
Loss		9		—		—		—		—		—		—		—		—		9

Total PNCI loans	$	5,413	$	72,090	$	16,788	$	342		—	$	2,418	$	869		—		—	$	97,920

PCI loans	$	5,016	$	31,232	$	13,566	$	204		—	$	32	$	9,537	$	6,582	$	3,399	$	69,568

Total loans	$	131,684	$	878,446	$	342,025	$	13,557	$	3,816	$	26,713	$	135,528	$	18,459	$	14,595	$	1,564,823

Note 5 – Allowance for Loan Losses (continued)

Consumer loans, whether unsecured or secured by real estate, automobiles, or other personal property, are primarily susceptible to three primary risks; non-payment due to income loss, over-extension of credit and, when the borrower is unable to pay, shortfall in collateral value. Typically non-payment is due to loss of job and will follow general economic trends in the marketplace driven primarily by rises in the unemployment rate. Loss of collateral value can be due to market demand shifts, damage to collateral itself or a combination of the two.

Problem consumer loans are generally identified by payment history of the borrower (delinquency) or significant changes in the borrower’s credit rating. Current credit scores are obtained for all consumer loans on a quarterly basis, and risk ratings are adjusted appropriately. The Bank manages its consumer loan portfolios by monitoring delinquency and contacting borrowers to encourage repayment, suggesting modifications if appropriate, and, when continued scheduled payments become unrealistic, initiating repossession or foreclosure through appropriate channels. Collateral values may be determined by appraisals obtained through Bank approved, licensed appraisers, qualified independent third parties, public value information (blue book values for autos), sales invoices, or other appropriate means. Appropriate valuations are obtained at initiation of the credit and periodically (every 3-12 months depending on collateral type) once repayment is questionable and the loan has been classified.

Commercial real estate loans generally fall into two categories, owner-occupied and non-owner occupied. Loans secured by owner occupied real estate are primarily susceptible to changes in the business conditions of the related business. This may be driven by, among other things, industry changes, geographic business changes, changes in the individual fortunes of the business owner, and general economic conditions and changes in business cycles. These same risks apply to commercial loans whether secured by equipment or other personal property or unsecured. Losses on loans secured by owner occupied real estate, equipment, or other personal property generally are dictated by the value of underlying collateral at the time of default and liquidation of the collateral. When default is driven by issues related specifically to the business owner, collateral values tend to provide better repayment support and may result in little or no loss. Alternatively, when default is driven by more general economic conditions, underlying collateral generally has devalued more and results in larger losses due to default. Loans secured by non-owner occupied real estate are primarily susceptible to risks associated with swings in occupancy or vacancy and related shifts in lease rates, rental rates or room rates. Most often these shifts are a result of changes in general economic or market conditions or overbuilding and resultant over-supply. Losses are dependent on value of underlying collateral at the time of default. Values are generally driven by these same factors and influenced by interest rates and required rates of return as well as changes in occupancy costs.

Construction loans, whether owner occupied or non-owner occupied commercial real estate loans or residential development loans, are not only susceptible to the related risks described above but the added risks of construction itself including cost over-runs, mismanagement of the project, or lack of demand or market changes experienced at time of completion. Again, losses are primarily related to underlying collateral value and changes therein as described above.

Problem commercial loans are generally identified by periodic review of financial information which may include financial statements, tax returns, rent rolls and payment history of the borrower (delinquency). Based on this information the Bank may decide to take any of several courses of action including demand for repayment, additional collateral or guarantors, and, when repayment becomes unlikely through borrower’s income and cash flow, repossession or foreclosure of the underlying collateral.

Collateral values may be determined by appraisals obtained through Bank approved, licensed appraisers, qualified independent third parties, public value information (blue book values for autos), sales invoices, or other appropriate means. Appropriate valuations are obtained at initiation of the credit and periodically (every 3-12 months depending on collateral type) once repayment is questionable and the loan has been classified.

Once a loan becomes delinquent and repayment becomes questionable, a Bank collection officer will address collateral shortfalls with the borrower and attempt to obtain additional collateral. If this is not forthcoming and payment in full is unlikely, the Bank will estimate its probable loss, using a recent valuation as appropriate to the underlying collateral less estimated costs of sale, and charge the loan down to the estimated net realizable amount. Depending on the length of time until ultimate collection, the Bank may revalue the underlying collateral and take additional charge-offs as warranted. Revaluations may occur as often as every 3-12 months depending on the underlying collateral and volatility of values. Final charge-offs or recoveries are taken when collateral is liquidated and actual loss is known. Unpaid balances on loans after or during collection and liquidation may also be pursued through lawsuit and attachment of wages or judgment liens on borrower’s other assets.

Note 5 – Allowance for Loan Losses (continued)

The following table shows the ending balance of current, past due, and nonaccrual originated loans by loan category as of the date indicated:


	Analysis of Past Due and Nonaccrual Originated Loans – As of September 30, 2013
(In thousands)	RE Mortgage				Home Equity				Auto		Other				Construction
Originated loan balance:	Resid.		Comm.		Lines		Loans		Indirect		Consumer		C&I		Resid.		Comm.		Total
Past due:
30-59 Days	$	184	$	5,323	$	3,258	$	67	$	38	$	28	$	372	$	107	$	49	$	9,426
60-89 Days		1,023		2,887		987		90		—		2		939		232		198		6,358
> 90 Days		176		7,234		2,007		254		40		10		125		19		68		9,933

Total past due		1,383		15,444		6,252		411		78		40		1,436		358		315		25,717
Current		127,591		786,126		315,260		12,434		1,273		26,066		124,598		26,011		13,759		1,433,118

Total Originated loans	$	128,974	$	801,570	$	321,512	$	12,845	$	1,351	$	26,106	$	126,034	$	26,369	$	14,074	$	1,458,835

> 90 Days and still accruing		—		—		—		—		—		—		—		—		—		—

Nonaccrual loans	$	4,353	$	38,241	$	6,098	$	490	$	59	$	28	$	1,152	$	2,588	$	252	$	53,261

The following table shows the ending balance of current, past due, and nonaccrual PNCI loans by loan category as of the date indicated:


	Analysis of Past Due and Nonaccrual PNCI Loans – As of September 30, 2013
(In thousands)	RE Mortgage				Home Equity				Auto		Other				Construction
PNCI loan balance:	Resid.		Comm.		Lines		Loans		Indirect		Consumer		C&I		Resid.		Comm.		Total
Past due:
30-59 Days		—	$	514		—		—		—		—		—		—		—	$	514
60-89 Days		—		1,883	$	38		—		—		—		—		—		—		1,921
> 90 Days		—		10		—		—		—		—		—		—		—		10

Total past due		—		2,407		38		—		—		—		—		—		—		2,445
Current	$	61,808		59,697		14,329	$	281		—	$	2,101	$	775		—		—		138,991

Total PNCI loans	$	61,808	$	62,104	$	14,367	$	281		—	$	2,101	$	775		—		—	$	141,436

> 90 Days and still accruing		—		—		—		—		—		—		—		—		—		—

Nonaccrual loans	$	265	$	800	$	494		—		—	$	38		—		—		—	$	1,597

Note 5 – Allowance for Loan Losses (continued)

The following table shows the ending balance of current, past due, and nonaccrual originated loans by loan category as of the date indicated:


	Analysis of Past Due and Nonaccrual Originated Loans – As of December 31, 2012
(In thousands)	RE Mortgage				Home Equity				Auto		Other				Construction
Originated loan balance:	Resid.		Comm.		Lines		Loans		Indirect		Consumer		C&I		Resid.		Comm.		Total
Past due:
30-59 Days	$	1,702	$	2,695	$	3,371	$	67	$	77	$	67	$	1,848	$	309		—	$	10,136
60-89 Days		278		1,578		819		33		40		40		138		—		—		2,926
> 90 Days		674		13,829		3,395		217		79		14		4,782		42	$	94		23,126

Total past due		2,654		18,102		7,585		317		196		121		6,768		351		94		36,188
Current		118,601		757,022		304,086		12,694		3,620		24,142		118,354		11,526		11,102		1,361,147

Total Originated loans	$	121,255	$	775,124	$	311,671	$	13,011	$	3,816	$	24,263	$	125,122	$	11,877	$	11,196	$	1,397,335

> 90 Days and still accruing		—		—		—		—		—		—		—		—		—		—

Nonaccrual loans	$	4,781	$	37,220	$	8,486	$	465	$	174	$	49	$	6,750	$	3,312	$	532	$	61,769

The following table shows the ending balance of current, past due, and nonaccrual PNCI loans by loan category as of the date indicated:


	Analysis of Past Due and Nonaccrual PNCI Loans – As of December 31, 2012
(In thousands)	RE Mortgage				Home Equity				Auto		Other				Construction
PNCI loan balance:	Resid.		Comm.		Lines		Loans		Indirect		Consumer		C&I		Resid.		Comm.		Total
Past due:
30-59 Days	$	1,024	$	500	$	124		—		—	$	31		—		—		—	$	1,679
60-89 Days		—		—		63		—		—		—		—		—		—		63
> 90 Days		43		148		157		—		—		—		—		—		—		348

Total past due		1,067		648		344		—		—		31		—		—		—		2,090
Current		4,346		71,442		16,444	$	342		—		2,387	$	869		—		—		95,830

Total PNCI loans	$	5,413	$	72,090	$	16,788	$	342		—	$	2,418	$	869		—		—	$	97,920

> 90 Days and still accruing		—		—		—		—		—		—		—		—		—		—

Nonaccrual loans	$	113	$	1,218	$	403		—		—	$	42		—		—		—	$	1,776

Impaired Originated and PNCI 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.

The following tables show the recorded investment (financial statement balance), unpaid principal balance, average recorded investment, and interest income recognized for impaired Originated and PNCI loans, segregated by those with no related allowance recorded and those with an allowance recorded for the periods indicated.


	Impaired Originated Loans – As of September 30, 2013
	RE Mortgage				Home Equity				Auto		Other				Construction
(In thousands)	Resid.		Comm.		Lines		Loans		Indirect		Consumer		C&I		Resid.		Comm.		Total
With no related allowance recorded:
Recorded investment	$	4,195	$	61,418	$	3,938	$	442	$	61	$	19	$	1,161	$	2,588	$	68	$	73,890

Unpaid principal	$	6,320	$	67,314	$	7,445	$	1,131	$	135	$	32	$	1,182	$	7,345	$	68	$	90,972

Average recorded investment	$	3,911	$	61,375	$	4,543	$	415	$	120	$	19	$	2,802	$	1,837	$	137	$	75,159

Interest income recognized	$	246	$	2,644	$	268	$	21	$	10	$	2	$	61	$	81	$	1	$	3,334

With an allowance recorded:
Recorded investment	$	2,468	$	6,990	$	3,232	$	109	$	5	$	9	$	2,158	$	284	$	184	$	15,439

Unpaid principal	$	2,510	$	7,670	$	3,703	$	161	$	7	$	10	$	3,063	$	284	$	426	$	17,834

Related allowance	$	480	$	1,293	$	1,350	$	49	$	2	$	3	$	678	$	91	$	9	$	3,955

Average recorded investment	$	2,304	$	5,568	$	3,722	$	126	$	19	$	12	$	2,519	$	1,438	$	242	$	15,950

Interest income recognized	$	93	$	388	$	109	$	8		—	$	1	$	155	$	14	$	16	$	784

Note 5 – Allowance for Loan Losses (continued)


	Impaired PNCI Loans – As of September 30, 2013
	RE Mortgage				Home Equity				Auto		Other				Construction
(In thousands)	Resid.		Comm.		Lines		Loans		Indirect		Consumer		C&I		Resid.		Comm.		Total
With no related allowance recorded:
Recorded investment		—	$	800	$	290		—		—	$	38	$	14		—		—	$	1,142

Unpaid principal		—	$	2,893	$	342		—		—	$	46	$	14		—		—	$	3,295

Average recorded investment		—	$	1,088	$	367		—		—	$	30	$	4		—		—	$	1,489

Interest income recognized		—	$	154	$	19		—		—	$	4		—		—		—	$	177

With an allowance recorded:
Recorded investment	$	350	$	165	$	204		—		—	$	28		—		—		—	$	747

Unpaid principal	$	366	$	165	$	214		—		—	$	28		—		—		—	$	773

Related allowance	$	193	$	133	$	179		—		—	$	10		—		—		—	$	515

Average recorded investment	$	276	$	292	$	121		—		—	$	40		—		—		—	$	729

Interest income recognized	$	18	$	7	$	9		—		—	$	1		—		—		—	$	35


	Impaired Originated Loans – As of December 31, 2012
	RE Mortgage				Home Equity				Auto		Other				Construction
(In thousands)	Resid.		Comm.		Lines		Loans		Indirect		Consumer		C&I		Resid.		Comm.		Total
With no related allowance recorded:
Recorded investment	$	3,520	$	66,031	$	4,241	$	361	$	163	$	19	$	4,238	$	3,554	$	284	$	82,411

Unpaid principal	$	5,349	$	70,709	$	6,691	$	781	$	311	$	40	$	4,613	$	8,227	$	484	$	97,205

Average recorded investment	$	6,329	$	61,299	$	4,311	$	329	$	263	$	42	$	7,500	$	3,505	$	517	$	84,095

Interest income recognized	$	71	$	2,513	$	58	$	1	$	3		—	$	73	$	20	$	10	$	2,749

With an allowance recorded:
Recorded investment	$	2,867	$	3,258	$	5,412	$	167	$	34	$	30	$	4,324	$	42	$	323	$	16,457

Unpaid principal	$	3,432	$	3,556	$	7,103	$	396	$	51	$	32	$	4,992	$	42	$	523	$	20,127

Related allowance	$	603	$	352	$	2,237	$	81	$	5	$	12	$	840	$	11	$	111	$	4,252

Average recorded investment	$	3,890	$	7,841	$	6,331	$	317	$	102	$	49	$	2,800	$	1,543	$	6,570	$	29,443

Interest income recognized	$	67	$	129	$	103	$	16	$	1	$	1	$	100	$	6	$	5	$	428

Note 5 – Allowance for Loan Losses (continued)

The following tables show the recorded investment (financial statement balance), unpaid principal balance, average recorded investment, and interest income recognized for impaired PNCI and Originated loans, segregated by those with no related allowance recorded and those with an allowance recorded for the periods indicated.


	Impaired PNCI Loans – As of December 31, 2012
	RE Mortgage				Home Equity				Auto		Other				Construction
(In thousands)	Resid.		Comm.		Lines		Loans		Indirect		Consumer		C&I		Resid.		Comm.		Total
With no related allowance recorded:
Recorded investment		—	$	1,468	$	365		—		—		—		—		—		—	$	1,833

Unpaid principal		—	$	3,452	$	586		—		—		—		—		—		—	$	4,038

Average recorded investment	$	16	$	2,097	$	308	$	11		—	$	31	$	11		—		—	$	2,474

Interest income recognized		—	$	133	$	5		—		—		—		—		—		—	$	138

With an allowance recorded:
Recorded investment	$	199	$	320	$	38		—		—	$	72		—		—		—	$	629

Unpaid principal	$	225	$	331	$	41		—		—	$	76		—		—		—	$	673

Related allowance	$	28	$	163	$	27		—		—	$	35		—		—		—	$	253

Average recorded investment	$	213	$	121	$	148		—		—	$	43		—		—		—	$	525

Interest income recognized	$	9	$	12	$	1		—		—	$	2		—		—		—	$	24


	Impaired Originated Loans – As of September 30, 2012
	RE Mortgage				Home Equity				Auto		Other				Construction
(In thousands)	Resid.		Comm.		Lines		Loans		Indirect		Consumer		C&I		Resid.		Comm.		Total
With no related allowance recorded:
Recorded investment	$	5,971	$	58,397	$	4,262	$	390	$	207	$	32	$	6,907	$	3,879	$	524	$	80,569

Unpaid principal	$	8,638	$	67,181	$	7,183	$	866	$	375	$	52	$	7,753	$	9,010	$	864	$	101,922

Average recorded Investment	$	6,857	$	60,994	$	4,331	$	314	$	289	$	47	$	8,143	$	3,434	$	554	$	84,963

Interest income Recognized	$	41	$	1,178	$	36	$	4	$	3		—	$	43	$	19	$	8	$	1,332

With an allowance recorded:
Recorded investment	$	2,895	$	7,428	$	4,981	$	293	$	53	$	31	$	1,789	$	247	$	6,431	$	24,148

Unpaid principal	$	3,401	$	8,482	$	6,712	$	555	$	74	$	33	$	1,826	$	295	$	6,544	$	27,922

Related allowance	$	610	$	1,068	$	2,009	$	174	$	9	$	8	$	773	$	40	$	550	$	5,241

Average recorded Investment	$	2,934	$	6,755	$	4,527	$	261	$	90	$	39	$	1,359	$	1,529	$	6,463	$	23,957

Interest income Recognized	$	77	$	145	$	61	$	6	$	1		—	$	72	$	3	$	287	$	652

Note 5 – Allowance for Loan Losses (Continued)

The following tables show the recorded investment (financial statement balance), unpaid principal balance, average recorded investment, and interest income recognized for impaired PNCI loans, segregated by those with no related allowance recorded and those with an allowance recorded for the periods indicated.


	Impaired PNCI Loans – As of September 30, 2012
	RE Mortgage				Home Equity				Auto		Other				Construction
(In thousands)	Resid.		Comm.		Lines		Loans		Indirect		Consumer		C&I		Resid.		Comm.		Total
With no related allowance recorded:
Recorded investment	$	63	$	2,739	$	287		—		—		—		—		—		—	$	3,089

Unpaid principal	$	63	$	4,769	$	319		—		—		—		—		—		—	$	5,151

Average recorded Investment	$	11	$	2,095	$	302	$	15		—	$	41	$	15		—		—	$	2,479

Interest income Recognized	$	3	$	130	$	8		—		—		—		—		—		—	$	141

With an allowance recorded:
Recorded investment	$	356	$	323	$	416		—		—	$	73		—		—		—	$	1,168

Unpaid principal	$	359	$	334	$	418		—		—	$	77		—		—		—	$	1,188

Related allowance	$	184	$	165	$	132		—		—	$	37		—		—		—	$	518

Average recorded Investment	$	192	$	54	$	122		—		—	$	33		—		—		—	$	401

Interest income Recognized	$	10	$	10	$	17		—		—	$	1		—		—		—	$	38

At September 30, 2013, $54,551,000 of Originated loans were TDR and classified as impaired. The Company had obligations to lend $50,000 of additional funds on these TDR as of September 30, 2013. At September 30, 2013, $928,000 of PNCI loans and $87,000 of PCI loans were TDR and classified as impaired. The Company had no obligations to lend additional funds on these TDR as of September 30, 2013.

At December 31, 2012, $57,223,000 of Originated loans were TDR and classified as impaired. The Company had obligations to lend $137,000 of additional funds on these TDR as of December 31, 2012. At December 31, 2012, $950,000 of PNCI loans were TDR and classified as impaired. The Company had no obligations to lend additional funds on these TDR as of December 31, 2012.

The following table shows certain information regarding Troubled Debt Restructurings (TDRs) that occurred during the period indicated:


	TDR Information for the Three Months Ended September 30, 2013
	RE Mortgage				Home Equity				Auto		Other				Construction
(In thousands)	Resid.		Comm.		Lines		Loans		Indirect		Consum.		C&I		Resid.		Comm.		Total
Number		4		1		3		—		—		—		5		—		—		13
Pre-modification out-standing principal balance	$	607	$	25	$	480		—		—		—	$	113		—		—	$	1,225
Post-modification out-standing principal balance	$	607	$	26	$	482		—		—		—	$	114		—		—	$	1,229
Financial impact due to troubled debt restructure taken as additional provision		—	$	4	$	27		—		—		—	$	30		—		—	$	61
Number that defaulted during the period		—		3		2		—		—		—		—		—		—		5
Recorded investment of TDRs that defaulted during the period		—	$	674	$	100		—		—		—		—		—		—	$	774
Financial impact due to the default of previous troubled debt restructure taken as charge-offs or additional provisions		—		—	$	7		—		—		—		—		—		—	$	7

Note 5 – Allowance for Loan Losses (Continued)

The following tables show certain information regarding TDRs that occurred during the periods indicated:


	TDR Information for the Nine Months Ended September 30, 2013
	RE Mortgage					Home Equity				Auto		Other				Construction
(In thousands)	Resid.			Comm.		Lines		Loans		Indirect		Consum.		C&I		Resid.		Comm.		Total
Number		6			7		10		—		—		—		7		—		—		30
Pre-modification out-standing principal balance	$	1,039		$	4,580	$	1,062		—		—		—	$	221		—		—	$	6,902
Post-modification out-standing principal balance	$	1,043		$	4,581	$	1,069		—		—		—	$	222		—		—	$	6,915
Financial impact due to troubled debt restructure taken as additional provision	$	151		$	26	$	220		—		—		—	$	88		—		—	$	485
Number that defaulted during the period		2			7		2		—		—		—		3		1		—		15
Recorded investment of TDRs that defaulted during the period	$	181		$	1,065	$	100		—		—		—	$	1,297	$	73		—	$	3,256
Financial impact due to the default of previous troubled debt restructure taken as charge-offs or additional provisions	$	(3	)		—	$	7		—		—		—		—	$	5		—	$	9

	TDR Information for the Three Months Ended September 30, 2012
	RE Mortgage					Home Equity				Auto		Other				Construction
(Dollars in thousands)	Resid.			Comm.		Lines		Loans		Indirect		Consum.		C&I		Resid.		Comm.		Total
Number		1			4		2		—		—		—		2		1		—		10
Pre-modification out-standing principal balance	$	101		$	609	$	146		—		—		—	$	249	$	86		—	$	1,191
Post-modification out-standing principal balance	$	101		$	609	$	150		—		—		—	$	249	$	97		—	$	1,206
Financial Impact due to troubled debt restructure taken as additional provision		—		$	154		—		—		—		—	$	158		—		—	$	312
Number that defaulted during the period		—			1		2		—		—		—		—		—		2		5
Recorded investment of TDRs that defaulted during the period		—		$	625	$	169		—		—		—		—		—	$	217	$	1,011
Financial Impact due to the default of previous troubled debt restructure taken as charge-offs or additional provisions		—			—		—		—		—		—		—		—		—		—

Note 5 – Allowance for Loan Losses (Continued)

The following table shows certain information regarding TDRs that occurred during the period indicated:


	TDR Information for the Nine Months Ended September 30, 2012
	RE Mortgage					Home Equity						Auto		Other				Construction
(In thousands)	Resid.			Comm.		Lines			Loans			Indirect		Consum.		C&I		Resid.		Comm.		Total
Number		4			14		10			—			—		1		3		3		—		35
Pre-modification out-standing principal balance	$	822		$	3,220	$	1,398			—			—	$	38	$	498	$	317		—	$	6,293
Post-modification out-standing principal balance	$	842		$	3,182	$	1,471			—			—	$	38	$	498	$	328		—	$	6,359
Financial impact due to troubled debt restructure taken as additional provision	$	(11	)	$	212	$	60			—			—		—	$	158		—		—	$	419
Number that defaulted during the period		1			8		3			1			—		—		2		1		3		19
Recorded investment of TDRs that defaulted during the period	$	112		$	4,303	$	443		$	46			—		—	$	1,124	$	97	$	256	$	6,381
Financial impact due to the default of previous troubled debt restructure taken as charge-offs or additional provisions		—			—	$	(13	)	$	(1	)		—		—	$	50		—		—	$	36

Modifications classified as Troubled Debt Restructurings can include one or a combination of the following:

•

Rate modifications

•

Term extensions

•

Interest only modifications, either temporary or long-term

•

Payment modifications

•

Collateral substitutions/additions

For all new Troubled Debt Restructurings, an impairment analysis is conducted. If the loan is determined to be collateral dependent, any additional amount of impairment will be calculated based on the difference between estimated collectible value and the current carrying balance of the loan. This difference could result in an increased provision and is typically charged off. If the asset is determined not to be collateral dependent, the impairment is measured on the net present value difference between the estimated cash flows of the restructured loan and the cash flows which would have been received under the original terms. The effect of this could result in a requirement for additional provision to the reserve. The effect of these required provisions for the period are indicated above.

Typically if a TDR defaults during the period, the loan is then considered collateral dependent and, if it was not already considered collateral dependent, an appropriate provision will be reserved or charge will be taken. The additional provisions required resulting from default of previously modified TDR’s are noted above.

Note 6 – Foreclosed Assets

A summary of the activity in the balance of foreclosed assets follows (in thousands):


	Nine months ended September 30, 2013									Nine months ended September 30, 2012
	Noncovered			Covered			Total			Noncovered			Covered			Total
Beginning balance, net	$	5,957		$	1,541		$	7,498		$	13,268		$	3,064		$	16,332
Additions/transfers from loans		7,542			493			8,035			5,657			633			6,290
Dispositions/sales		(10,004	)		(769	)		10,773	)		(10,073	)		(844	)		(10,917	)
Valuation adjustments		(539	)		(81	)		(620	)		(1,059	)		(461	)		(1,520	)

Ending balance, net	$	2,956		$	1,184		$	4,140		$	7,793		$	2,392		$	10,185

Ending valuation allowance	$	(587	)	$	(340	)	$	(927	)	$	(1,385	)	$	(846	)	$	(2,231	)

Ending number of foreclosed assets		26			5			31			42			8			50

Proceeds from sale of foreclosed assets	$	11,383		$	869		$	12,252		$	10,271		$	1,010		$	11,281

Gain (loss) on sale of foreclosed assets	$	1,379		$	100		$	1,479		$	198		$	166		$	364

Note 7 - Premises and Equipment

Premises and equipment were comprised of:


	September 30,			December 31,
	2013			2012
	(In thousands)
Land & land improvements	$	5,922		$	5,929
Buildings		30,082			23,090
Furniture and equipment		27,590			25,877

		63,594			54,896
Less: Accumulated depreciation		(32,393	)		(32,101	)

		31,201			22,795
Construction in progress		45			4,190

Total premises and equipment	$	31,246		$	26,985

Depreciation expense for premises and equipment amounted to $1,014,000 and $820,000 for the three months ended September 30, 2013 and 2012, respectively. Depreciation expense for premises and equipment amounted to $2,489,000 and $2,450,000 for the nine months ended September 30, 2013 and 2012, respectively.

Note 8 – Cash Value of Life Insurance

A summary of the activity in the balance of cash value of life insurance follows (in thousands):


	Nine months ended September 30,
	2013		2012
Beginning balance	$	50,582	$	50,403
Increase in cash value of life insurance		1,337		1,350
Gain on life insurance death benefit		—		600
Death benefit		—		(1,611	)

Ending balance	$	51,919	$	50,742

End of period death benefit	$	95,206	$	95,132
Number of policies owned		133		136
Insurance companies used		6		6
Current and former employees and directors covered		36		37

As of September 30, 2013, the Bank was the owner and beneficiary of 133 life insurance policies, issued by six life insurance companies, covering 36 current and former employees and directors. These life insurance policies are recorded on the Company’s financial statements at their reported cash (surrender) values. As a result of current tax law and the nature of these policies, the Bank records any increase in cash value of these policies as nontaxable noninterest income. If the Bank decided to surrender any of the policies prior to the death of the insured, such surrender may result in a tax expense related to the life-to-date cumulative increase in cash value of the policy. If the Bank retains such policies until the death of the insured, the Bank would receive nontaxable proceeds from the insurance company equal to the death benefit of the policies. The Bank has entered into Joint Beneficiary Agreements (JBAs) with certain of the insureds that for certain of the policies provide some level of sharing of the death benefit, less the cash surrender value, among the Bank and the beneficiaries of the insured upon the receipt of death benefits. See Note 15 of these consolidated financial statements for additional information on of JBAs.

Note 9 - Goodwill and Other Intangible Assets

The following table summarizes the Company’s goodwill intangible as of the dates indicated.


	September 30,						December 31,
(In thousands)	2013		Additions		Reductions		2012
Goodwill	$	15,519		—		—	$	15,519

The following table summarizes the Company’s core deposit intangibles as of the dates indicated.


	September 30,								December 31,
(In thousands)	2013			Additions		Reductions			2012
Core deposit intangibles	$	1,460			—		—		$	1,460
Accumulated amortization		(525	)		—	$	(157	)		(368	)

Core deposit intangibles, net	$	935			—	$	(157	)	$	1,092

Note 9 - Goodwill and Other Intangible Assets (continued)

The Company recorded additions to core deposit intangibles of $898,000 and $562,000 in conjunction with the Citizens and Granite acquisition on September 23, 2011 and May 28, 2010, respectively. The following table summarizes the Company’s estimated core deposit intangible amortization (in thousands):


	Estimated Core Deposit
Years Ended	Intangible Amortization
2013	$	209
2014		209
2015		209
2016		209
2017		209
2018		47

Note 10 - Mortgage Servicing Rights

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 (in thousands):


	Three months ended September 30,					Nine months ended September 30,
	2013		2012			2013			2012
Mortgage servicing rights:
Balance at beginning of period	$	5,571	$	4,757		$	4,552		$	4,603
Additions		298		409			1,187			1,395
Change in fair value		180		(681	)		310			(1,513	)

Balance at end of period	$	6,049	$	4,485		$	6,049		$	4,485

Servicing, late and ancillary fees received	$	428	$	389		$	1,261		$	1,140
Balance of loans serviced at:
Beginning of period	$	682,176	$	628,674		$	666,512		$	598,185
End of period	$	683,910	$	642,110		$	683,910		$	642,110
Weighted-average prepayment speed (CPR)							11.0	%		20.9	%
Discount rate							10.0	%		10.0	%

The changes in fair value of MSRs that occurred during the three and nine months ended September 30, 2013 and 2012 were mainly due to principal reductions and changes in estimated life of the MSRs.

Note 11 - Indemnification Asset

A summary of the activity in the balance of indemnification asset follows (in thousands):


	Three months ended September 30,						Nine months ended September 30,
	2013			2012			2013			2012
Beginning balance	$	1,441		$	4,046		$	1,997		$	4,405
Effect of actual covered losses and change in estimated future covered losses		(505	)		(87	)		(783	)		241
Reimbursable expenses (revenue), net		51			2			(42	)		12
Payments received		(126	)		(1,476	)		(311	)		(2,173	)

Ending balance	$	861		$	2,485		$	861		$	2,485

Note 12 – Other Assets

Other assets were comprised of (in thousands):


	September 30,		December 31,
	2013		2012
Deferred tax asset, net	$	29,046	$	28,935
Prepaid expense including FDIC assessment and taxes		1,787		3,455
Software		1347		1,550
Life insurance proceeds receivable		—		706
Advanced compensation		1,253		1,440
TriCo Capital Trust I & II		1,238		1,238
Miscellaneous other assets		568		1,283

Total other assets	$	35,239	$	38,607

Note 13 - Deposits

A summary of the balances of deposits follows (in thousands):


	September 30,		December 31,
	2013		2012
Noninterest-bearing demand	$	656,266	$	684,833
Interest-bearing demand		524,897		503,465
Savings		811,182		762,924
Time certificates, $100,000 and over		163,033		180,195
Other time certificates		137,933		158,285

Total deposits	$	2,293,311	$	2,289,702

Certificate of deposit balances of $5,000,000 and $5,000,000 from the State of California were included in time certificates, $100,000 and over, at September 30, 2013 and December 31, 2012, 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 $1,255,000 and $1,408,000 were classified as consumer loans at September 30, 2013 and December 31, 2012, respectively.

Note 14 – Reserve for Unfunded Commitments

The following tables summarize the activity in reserve for unfunded commitments for the periods indicated (in thousands):


	Three months ended September 30,						Nine months ended September 30,
	2013			2012			2013			2012
Balance at beginning of period	$	3,210		$	2,590		$	3,615		$	2,740
Provision for losses – unfunded commitments		(335	)		(35	)		(740	)		(185	)

Balance at end of period	$	2,875		$	2,555		$	2,875		$	2,555

Note 15 – Other Liabilities

Other liabilities were comprised of (in thousands):


	September 30,		December 31,
	2013		2012
Deferred compensation	$	7,158	$	7,738
Supplemental retirement		17,275		16,345
Joint beneficiary agreements		2,951		2,736
Accrued legal settlement		—		2,090
Miscellaneous other liabilities		6,283		6,213

Total other liabilities	$	33,667	$	35,122

Note 16 - Other Borrowings

A summary of the balances of other borrowings follows:


	September 30,		December 31,
(In thousands)	2013		2012
Other collateralized borrowings, fixed rate, as of September 30, 2013 of 0.05% payable on October 1, 2013	$	14,626	$	9,197

Total other borrowings	$	14,626	$	9,197

The Company had $14,626,000 and $9,197,000 of other collateralized borrowings at September 30, 2013 and December 31, 2012, respectively. Other collateralized borrowings are generally overnight maturity borrowings from non-financial institutions that are collateralized by securities owned by the Company. As of September 30, 2013, the Company has pledged as collateral and sold under agreements to repurchase investment securities with fair value of $19,105,000 under these other collateralized borrowings.

The Company maintains a collateralized line of credit with the Federal Home Loan Bank of San Francisco. Based on the FHLB stock requirements at September 30, 2013, this line provided for maximum borrowings of $592,200,000 of which none was outstanding, leaving $592,200,000 available. As of September 30, 2013, the Company has designated loans totaling $1,084,690,000 as potential collateral under this collateralized line of credit with the FHLB.

The Company maintains a collateralized line of credit with the Federal Reserve Bank of San Francisco. As of September 30, 2013, this line provided for maximum borrowings of $109,408,000 of which none was outstanding, leaving $109,408,000 available. As of September 30, 2013, the Company has designated investment securities with fair value of $50,000 and loans totaling $139,198,000 as potential collateral under this collateralized line of credit with the FRB.

The Company has available unused correspondent banking lines of credit from commercial banks totaling $10,000,000 for federal funds transactions at September 30, 2013.

Note 17 – 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 are reflected as junior subordinated debt in the consolidated balance sheets. The common stock issued by TriCo Capital Trust I are recorded in other assets in the consolidated balance sheets.

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 are reflected as junior subordinated debt in the consolidated balance sheets. The common stock issued by TriCo Capital Trust II is recorded in other assets in the consolidated balance sheets.

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). As of September 30, 2013, the interest rates on the junior subordinated debentures issued by TriCo Capital Trust I and II were 3.32% and 2.81%, respectively.

Note 18 - Commitments and Contingencies

Restricted Cash Balances— Reserves (in the form of deposits with the Federal Reserve Bank) of $33,755,000 and $31,594,000 were maintained to satisfy Federal regulatory requirements at September 30, 2013 and December 31, 2012, respectively. These reserves are included in cash and due from banks in the accompanying balance sheets.

Lease Commitments— The Company leases 48 sites under non-cancelable operating leases. The leases contain various provisions for increases in rental rates, based either on changes in the published Consumer Price Index or a predetermined escalation schedule. Substantially all of the leases provide the Company with the option to extend the lease term one or more times following expiration of the initial term.

Note 18 - Commitments and Contingencies (continued)

At December 31, 2012, future minimum commitments under non-cancelable operating leases with initial or remaining terms of one year or more are as follows:


	Operating
	Leases
	(In thousands)
2013	$	2,772
2014		2,417
2015		1,536
2016		954
2017		617
Thereafter		1,312

Future minimum lease payments	$	9,608

Rent expense under operating leases was $1,071,000 and $1,054,000 during the three months ended September 30, 2013 and 2012, respectively. Rent expense under operating leases was $3,257,000 and $3,205,000 during the nine months ended September 30, 2013 and 2012, respectively.

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.

The following table presents a summary of the Bank’s commitments and contingent liabilities:


(In thousands)	September 30,		December 31,
	2013		2012
Financial instruments whose amounts represent risk:
Commitments to extend credit:
Commercial loans	$	119,638	$	123,517
Consumer loans		356,850		369,467
Real estate mortgage loans		31,926		27,959
Real estate construction loans		22,003		36,311
Standby letters of credit		2,013		2,905
Deposit account overdraft privilege		70,424		69,675

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.

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 18 - Commitments and Contingencies (continued)

Legal Proceedings—The Bank owns 10,214 shares of Class B common stock of Visa Inc. which are convertible into Class A common stock at a conversion ratio of 0.4206 per Class A share. As of September 30, 2013, the value of the Class A shares was $191.10 per share. Utilizing the conversion ratio, the value of unredeemed Class A equivalent shares owned by the Company was $821,000 as of September 30, 2013, and has not been reflected in the accompanying financial statements. The shares of Visa Class B common stock are restricted and may not be transferred. Visa Member Banks are required to fund an escrow account to cover settlements, resolution of pending litigation and related claims. If the funds in the escrow account are insufficient to settle all the covered litigation, Visa may sell additional Class A shares, use the proceeds to settle litigation, and further reduce the conversion ratio. If funds remain in the escrow account after all litigation is settled, the Class B conversion ratio will be increased to reflect that surplus.

On September 27, 2012, the Company announced that the Bank entered into a tentative settlement with a former employee who filed a class action lawsuit against the Bank in the Superior Court of California, Kern County on behalf of herself and a putative class of current and former Bank employees serving as assistant branch managers seeking undisclosed damages, alleging that the Bank improperly classified its assistant branch managers as exempt employees under California laws. The lawsuit alleges claims for: failure to pay overtime compensation; failure to provide meal periods; failure to provide rest periods; failure to provide accurate wage statements; failure to provide suitable seating; declaratory relief; accounting; and unfair business practices in violation of California Business and Professions Code section 17200. On September 26, 2012, after efforts to mediate the claim, the Bank and the former employee agreed to settle the case in an amount ranging from $2,039,500 to $2,500,000, depending primarily on the number of class participants who file claims, and pending final approval by the court, including determination of the method to allocate settlement payments among current and former employees who are members of the defined settlement class, and the portion of the total settlement allocable to attorney’s fees and costs to plaintiff’s counsel. On September 26, 2012, the Bank recorded a $2,090,000 expense and accrued liability in anticipation of approval of this settlement by the court and estimated related payroll taxes. On May 7, 2013, the court preliminariy approved the settlement. On August 27, 2013, the court approved a final settlement agreement for $2,429,000, and the Bank recorded an additional $339,000 expense and accrued liaibility related to this matter. During September 2013, the Bank paid the settlement amount.

The Company is a defendant in other 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.

Other Commitments and Contingencies—The Company has entered into employment agreements or change of control agreements with certain officers of the Company providing severance payments and accelerated vesting of benefits under supplemental retirement agreements 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.

Mortgage loans sold to investors may be sold with servicing rights retained, with only the standard legal representations and warranties regarding recourse to the Bank. Management believes that any liabilities that may result from such recourse provisions are not significant.

Note 19 – Shareholders’ Equity

Dividends Paid

The Bank paid to the Company cash dividends in the aggregate amounts of $6,080,000 and $6,872,000 during the nine months ended September 30, 2013 and 2012, respectively. The Bank is regulated by the FDIC and the State of California Department of Business Oversight. Absent approval from the Commissioner of Business Oversight of California, California banking laws generally 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.

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. On July 8, 2011, the Company amended the Rights Plan to extend its maturity until July 10, 2021. The Company adopted this Rights Plan to protect shareholders 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 rights’ 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 $0.01 per right until an acquiring entity acquires a 15% position.

Note 19 – Shareholders’ Equity (continued)

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 September 30, 2013, the Company had repurchased 166,600 shares under this plan.

Stock Repurchased Under Equity Compensation Plans

During the nine months ended September 30, 2013, 172,941 shares of the Company’s common stock with a market value of $3,490,000 were tendered in lieu of cash to exercise options to purchase shares of the Company’s stock and to pay income taxes related to such exercises as permitted by the Company’s shareholder-approved equity compensation plans. The tendered shares were retired. The market value of tendered shares is the last market trade price at closing on the day an option is exercised. Stock repurchased under equity incentive plans are not counted in the total of stock repurchased under the stock repurchase plan announced August 21, 2007.

Note 20 - Stock Options and Other Equity-Based Incentive Instruments

In March 2009, the Company’s Board of Directors adopted the TriCo Bancshares 2009 Equity Incentive Plan (2009 Plan) covering officers, employees, directors of, and consultants to, the Company. The 2009 Plan was approved by the Company’s shareholders in May 2009. The 2009 Plan allows for the granting of the following types of “stock awards” (Awards): incentive stock options, nonstatutory stock options, performance awards, restricted stock, restricted stock unit awards and stock appreciation rights. In May 2013, the Company’s shareholders approved an amendment to the 2009 Plan increasing the maximum aggregate number of shares of TriCo’s common stock which may be issued pursuant to or subject to Awards from 650,000 to 1,650,000. The number of shares available for issuance under the 2009 Plan is reduced by: (i) one share for each share of common stock issued pursuant to a stock option or a Stock Appreciation Right and (ii) two shares for each share of common stock issued pursuant to a Performance Award, a Restricted Stock Award or a Restricted Stock Unit Award. When Awards made under the 2009 Plan expire or are forfeited or cancelled, the underlying shares will become available for future Awards under the 2009 Plan. To the extent that a share of common stock pursuant to an Award that counted as two shares against the number of shares again becomes available for issuance under the 2009 Plan, the number of shares of common stock available for issuance under the 2009 Plan shall increase by two shares. Shares awarded and delivered under the 2009 Plan may be authorized but unissued, or reacquired shares. As of September 30, 2013, 710,500 options for the purchase of common shares remain outstanding, and 927,500 remain available for grant, under the 2009 Plan.

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 exercise 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. As of September 30, 2013, 571,170 options for the purchase of common shares remain outstanding under the 2001 Plan. No new options may be granted under the 2001 Plan.

Stock option activity is summarized in the following table for the time period indicated:


						Weighted		Weighted
						Average		Average Fair
	Number			Option Price		Exercise		Value on
	of Shares			per Share		Price		Date of Grant
Outstanding at December 31, 2012		1,393,935		$	12.60 to $25.91	$	17.07
Options granted		144,500		$	16.59 to $19.46	$	19.31	$	8.91
Options exercised		(248,765	)	$	12.60 to $20.58	$	13.03
Options forfeited		(8,000	)	$	22.54 to $25.91	$	24.23
Outstanding at September 30, 2013		1,281,670		$	12.63 to $25.91	$	18.06

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 September 30, 2013:


	Currently		Currently Not		Total
	Exercisable		Exercisable		Outstanding
Number of options		825,570		456,100		1,281,670
Weighted average exercise price	$	18.86	$	16.63	$	18.06
Intrinsic value (in thousands)	$	3,395	$	2,806	$	6,201
Weighted average remaining contractual term (yrs.)		4.0		8.5		5.6

The 456,100 options that are currently not exercisable as of September 30, 2013 are expected to vest, on a weighted-average basis, over the next 3.2 years, and the Company is expected to recognize $2,906,000 of pre-tax compensation costs related to these options as they vest. The Company did not modify any option grants during 2012 or the nine months ended September 30, 2013.

Note 21 - Noninterest Income and Expenses

The components of other noninterest income were as follows (in thousands):


	Three months ended						Nine months ended
	September 30,						September 30,
	2013			2012			2013			2012
Service charges on deposit accounts	$	3,353		$	3,617		$	9,770		$	10,788
ATM and interchange fees		2,132			1,877			6,240			5,722
Other service fees		562			567			1,683			1,740
Mortgage banking service fees		434			403			1,280			1,154
Change in value of mortgage servicing rights		181			(681	)		311			(1,514	)

Total service charges and fees		6,662			5,783			19,284			17,890

Gain on sale of loans		1,083			1,430			4,967			4,317
Commissions on sale of non-deposit investment products		692			803			2,294			2,464
Increase in cash value of life insurance		531			450			1,337			1,350
Change in indemnification asset		(461	)		(94	)		(876	)		215
Gain on sale of foreclosed assets		313			419			1,479			364
Sale of customer checks		97			90			280			256
Lease brokerage income		75			80			273			228
Gain (loss) on disposal of fixed assets		2			(16	)		(12	)		(404	)
Commission rebates		—			(17	)		—			(51	)
Gain on life insurance death benefit		—			—			—			600
Other		133			199			166			740

Total other noninterest income		2,465			3,344			10,192			10,079

Total noninterest income	$	9,127		$	9,127		$	29,476		$	27,969

The components of noninterest expense were as follows (in thousands):


	Three months ended						Nine months ended
	September 30,						September 30,
	2013			2012			2013			2012
Base salaries, net of deferred loan origination costs	$	8,716		$	8,337		$	25,572		$	24,769
Incentive compensation		1,166			1,254			3,751			3,976
Benefits and other compensation costs		2,979			2,771			9,389			8,869

Total salaries and benefits expense		12,861			12,362			38,712			37,614

Occupancy		1,925			1,851			5,337			5,424
Equipment		1,089			1,138			3,036			3,381
Data processing and software		1,184			1,017			3,542			3,589
ATM network charges		626			529			1,801			1,628
Telecommunications		629			553			1,741			1,675
Postage		269			230			633			704
Courier service		217			270			639			715
Advertising		492			710			1,232			2,071
Assessments		572			590			1,721			1,786
Operational losses		137			171			376			430
Professional fees		741			832			1,885			1,946
Foreclosed assets expense		48			284			310			1,076
Provision for foreclosed asset losses		47			433			620			1,520
Change in reserve for unfunded commitments		(335	)		(35	)		(740	)		(185	)
Intangible amortization		53			52			157			157
Legal settlement		339			2,090			339			2,090
Other		2,722			2,513			7,385			7,251

Total other noninterest expense		10,755			13,228			30,014			35,258

Total noninterest expense	$	23,616		$	25,590		$	68,726		$	72,872

Note 22 - Income Taxes

The provisions for income taxes applicable to income before taxes 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 for the periods indicated as follows:


	Three months ended September 30,						Nine months ended September 30,
	2013			2012			2013			2012
Federal statutory income tax rate		35.0	%		35.0	%		35.0	%		35.0	%
State income taxes, net of federal tax benefit		6.7	%		6.9	%		6.7	%		6.6	%
Tax-exempt interest on municipal obligations		(0.5	%)		(0.4	%)		(0.4	%)		(0.5	%)
Increase in cash value of insurance policies		(1.5	%)		(1.8	%)		(1.3	%)		(2.0	%)
Other		0.3	%		2.2	%		0.4	%		0.9	%

Effective Tax Rate		40.0	%		41.9	%		40.4	%		40.0	%

Note 23 – 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:


	Three months ended				Nine months ended
	September 30,				September 30,
(in thousands)	2013		2012		2013		2012
Net income	$	7,361	$	5,020	$	22,163	$	14,272
Average number of common shares outstanding		16,074		15,993		16,035		15,989
Effect of dilutive stock options		156		59		117		61

Average number of common shares outstanding used to calculate diluted earnings per share		16,230		16,052		16,152		16,050

Options excluded from diluted earnings per share because the effect of these options was antidilutive		171		992		544		967

Note 24 – 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:


	Three months ended						Nine months ended
	September 30,						September, 30
	2013			2012			2013			2012
(in thousands)
Unrealized holding gains (losses) on available-for-sale securities	$	144		$	168		$	(3,498	)	$	(304	)
Tax effect		(61	)		(70	)		1,471			128

Unrealized holding gains (losses) on available-for-sale securities, net of tax	$	83		$	98		$	(2,027	)	$	(176	)

The components of accumulated other comprehensive income, included in shareholders’ equity, are as follows:


	September 30,			December 31,
	2013			2012
	(In thousands)
Net unrealized gains on available-for-sale securities	$	4,936		$	8,434
Tax effect		(2,076	)		(3,547	)

Unrealized holding gains on available-for-sale securities, net of tax		2,860			4,887

Pension liability		(3,806	)		(3,806	)
Tax effect		1,600			1,600

Pension liability, net of tax		(2,206	)		(2,206	)

Joint beneficiary agreement liability		(522	)		(522	)
Tax effect		—			—

Joint beneficiary agreement liability, net of tax		(522	)		(522	)

Accumulated other comprehensive income (loss)	$	132		$	2,159

Note 25 - Retirement Plans

The Company has supplemental retirement plans for current and former 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 (but is not required) to use the cash values of these policies to pay the retirement obligations. The following table sets forth the net periodic benefit cost recognized for the plans:


	Three months ended				Nine months ended
(In thousands)	September 30,				September 30,
	2013		2012		2013		2013
Net pension cost included the following components:
Service cost-benefits earned during the period	$	187	$	170	$	557	$	510
Interest cost on projected benefit obligation		161		172		482		515
Amortization of net obligation at transition		—		—		1		1
Amortization of prior service cost		39		38		115		115
Recognized net actuarial loss		73		72		218		216

Net periodic pension cost	$	460	$	452	$	1,373	$	1,357

Company contributions to pension plans	$	151	$	106	$	411	$	366
Pension plan payouts to participants	$	151	$	106	$	411	$	366

For the year ending December 31, 2013, the Company currently expects to contribute and pay out as benefits $537,000 to participants under the plans.

Note 26 - 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.

The following table summarizes the activity in these loans for the periods indicated (in thousands):


Balance December 31, 2011	$	1,764
Advances/new loans		1,568
Removed/payments		(964	)

Balance December 31, 2012	$	2,368
Advances/new loans		277
Removed/payments		(1,071	)

Balance September 30, 2013	$	1,574

Director Chrysler is a principal owner and CEO of Modern Building Inc. Modern Building Inc. provided construction services to Tri Counties Bank related to new and existing Bank facilities for aggregate payments of $3,075,000 during the nine months ended September 30, 2013 and $3,924,000 during the year ended December 31, 2012.

Note 27 - Fair Value Measurement

The Company utilizes fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. In estimating fair value, the Company utilizes valuation techniques that are consistent with the market approach, income approach, and/or the cost approach. Inputs to valuation techniques include the assumptions that market participants would use in pricing an asset or liability including assumptions about the risk inherent in a particular valuation technique, the effect of a restriction on the sale or use of an asset and the risk of nonperformance. 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 observable nature 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.

Note 27 - Fair Value Measurement (continued)

Investment Securities available for sale – Investment 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. The Company had no securities classified as Level 3 during any of the periods covered in these financial statements.

Loans held for sale – Loans held for sale are carried at the lower of cost or fair value. The fair value of loans held for sale is based on what secondary markets are currently offering for loans with similar characteristics. As such, we classify those loans subjected to nonrecurring fair value adjustments as Level 2.

Impaired originated and PNCI loans – Originated and PNCI loans are not recorded at fair value on a recurring basis. However, from time to time, an originated or PNCI loan is considered impaired and an allowance for loan losses is established. Originated and PNCI 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. The fair value of an impaired originated or PNCI loan is estimated using one of several methods, including collateral value, fair value of similar debt, enterprise value, liquidation value and discounted cash flows. Those impaired originated and PNCI 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. Impaired originated and PNCI 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 originated or PNCI 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 unobservable assumption, such as deviations from comparable sales, and there is no observable market price, the Company records the impaired originated or PNCI loan as nonrecurring Level 3.

Foreclosed assets - Foreclosed assets include assets acquired through, or in lieu of, loan foreclosure. Foreclosed assets 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. When the fair value of foreclosed assets is based on an observable market price or a current appraised value which uses substantially observable data, the Company records the impaired originated 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 unobservable assumption, such as deviations from comparable sales, and there is no observable market price, the Company records the foreclosed asset as nonrecurring Level 3. Revenue and expenses from operations and changes in the valuation allowance are included in other noninterest expense.

Mortgage servicing rights - 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 computation 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 and is therefore considered an unobservable input. As such, the Company classifies mortgage servicing rights subjected to recurring fair value adjustments as Level 3. Additional information regarding mortgage servicing rights can be found in Note 10 in these consolidated financial statements.

Note 27 - Fair Value Measurement (continued)

The table below presents the recorded amount of assets and liabilities measured at fair value on a recurring basis (in thousands):


Fair value at September 30, 2013	Total		Level 1		Level 2		Level 3
Investment securities available for sale:
Obligations of U.S. government corporations and agencies	$	105,401		—	$	105,401		—
Obligations of states and political subdivisions		7,905		—		7,905		—
Corporate debt securities		1,909		—		1,909		—
Mortgage servicing rights		6,049		—		—	$	6,049

Total assets measured at fair value	$	121,264			$	115,215	$	6,049


Fair value at December 31, 2012	Total		Level 1		Level 2		Level 3
Investment securities available for sale:
Obligations of U.S. government corporations and agencies	$	151,701		—	$	151,701		—
Obligations of states and political subdivisions		9,421		—		9,421		—
Corporate debt securities		1,905		—		1,905		—
Mortgage servicing rights		4,552		—		—	$	4,552

Total assets measured at fair value	$	167,579		—	$	163,027	$	4,552

Transfers between levels of the fair value hierarchy are recognized on the actual date of the event or circumstances that caused the transfer, which generally corresponds with the Company’s quarterly valuation process. There were no transfers between any levels during the nine months ended September 30, 2013 or the year ended December 31, 2012.

The following tables provide a reconciliation of assets and liabilities measured at fair value using significant unobservable inputs (Level 3) on a recurring basis during the three and nine months ended September 30, 2013 and 2012. Had there been any transfer into or out of Level 3 during 2013 or 2012, the amount included in the “Transfers into (out of) Level 3” column would represent the beginning balance of an item in the period (interim quarter) during which it was transferred (in thousands):


					Change
	Beginning		Transfers		Included					Ending
Three months ended September 30,	Balance		into Level 3		in Earnings			Issuances		Balance
2013: Mortgage servicing rights	$	5,571		—	$	180		$	298	$	6,049
2012: Mortgage servicing rights	$	4,757		—	$	(681	)	$	409	$	4,485

					Change
	Beginning		Transfers		Included					Ending
Nine months ended September 30,	Balance		into Level 3		in Earnings			Issuances		Balance
2013: Mortgage servicing rights	$	4,552		—	$	310		$	1,187	$	6,049
2012: Mortgage servicing rights	$	4,603		—	$	(1,513	)	$	1,395	$	4,485

The Company’s method for determining the fair value of mortgage servicing rights is described in Note 1. The key unobservable inputs used in determining the fair value of mortgage servicing rights are mortgage prepayment speeds and the discount rate used to discount cash projected cash flows. Generally, any significant increases in the mortgage prepayment speed and discount rate utilized in the fair value measurement of the mortgage servicing rights will result in a negative fair value adjustments (and decrease in the fair value measurement). Conversely, a decrease in the mortgage prepayment speed and discount rate will result in a positive fair value adjustment (and increase in the fair value measurement). Note 10 contains additional information regarding mortgage servicing rights.

The following table presents quantitative information about recurring Level 3 fair value measurements at September 30, 2013:

Fair Value

Valuation

Unobservable

Range,

(in thousands)

Technique

Inputs

Weighted Average

Mortgage Servicing Rights

6,049

Discounted cash flow

Constant prepayment rate

6.9% - 33.0%, 11.0%

Discount rate

10.0% - 10.0%, 10.0%

Note 27 - Fair Value Measurement (continued)

The tables below present the recorded amount of assets and liabilities measured at fair value on a nonrecurring basis, as of the dates indicated, that had a write-down or an additional allowance provided during the periods indicated (in thousands):


September 30, 2013	Total		Level 1		Level 2		Level 3
Fair value:
Impaired Originated & PNCI loans	$	22,638		—		—	$	22,638
Foreclosed assets		2,049		—		—		2,049

Total assets measured at fair value	$	24,687		—		—	$	24,687


September 30, 2012	Total		Level 1		Level 2		Level 3
Fair value:
Impaired Originated & PNCI loans	$	18,241		—		—	$	18,241
Foreclosed assets		10,185		—		—		10,185

Total assets measured at fair value	$	28,426		—		—	$	28,426

The following table presents the losses resulting from nonrecurring fair value adjustments that occurred in the periods indicated:


	Three months ended				Nine months ended
	September 30,				September 30,
(in thousands)	2013		2012		2013		2012
Impaired Originated & PNCI loans	$	258	$	655	$	2,836	$	1,317
Foreclosed assets		—		433		531		1,520

Total loss from nonrecurring fair value adjustments	$	258	$	1,088	$	3,367	$	2,837

The impaired Originated and PNCI loan amount above represents impaired, collateral dependent loans that have been adjusted to fair value. When we identify a collateral dependent loan as impaired, we measure the impairment using the current fair value of the collateral, less selling costs. Depending on the characteristics of a loan, the fair value of collateral is generally estimated by obtaining external appraisals. If we determine that the value of the impaired loan is less than the recorded investment in the loan, we recognize this impairment and adjust the carrying value of the loan to fair value through the allowance for loan and lease losses. The loss represents charge-offs or impairments on collateral dependent loans for fair value adjustments based on the fair value of collateral. The carrying value of loans fully charged-off is zero.

The foreclosed assets amount above represents impaired real estate that has been adjusted to fair value. Foreclosed assets represent real estate which the Bank has taken control of in partial or full satisfaction of loans. At the time of foreclosure, other real estate owned is recorded at the lower of the carrying amount of the loan or fair value less costs to sell, which becomes the property’s new basis. Any write-downs based on the asset’s fair value at the date of acquisition are charged to the allowance for loan and lease losses. After foreclosure, management periodically performs valuations such that the real estate is carried at the lower of its new cost basis or fair value, net of estimated costs to sell. Fair value adjustments on other real estate owned are recognized within net loss on real estate owned. The loss represents impairments on non-covered other real estate owned for fair value adjustments based on the fair value of the real estate.

The Company’s property appraisals are primarily based on the sales comparison approach and income approach methodologies, which consider recent sales of comparable properties, including their income generating characteristics, and then make adjustments to reflect the general assumptions that a market participant would make when analyzing the property for purchase. These adjustments may increase or decrease an appraised value and can vary significantly depending on the location, physical characteristics and income producing potential of each property. Additionally, the quality and volume of market information available at the time of the appraisal can vary from period to period and cause significant changes to the nature and magnitude of comparable sale adjustments. Given these variations, comparable sale adjustments are generally not a reliable indicator for how fair value will increase or decrease from period to period. Under certain circumstances, management discounts are applied based on specific characteristics of an individual property.

The following table presents quantitative information about Level 3 fair value measurements for financial instruments measured at fair value on a nonrecurring basis at September 30, 2013:

Fair Value

Valuation

Unobservable

Range,

(in thousands)

Technique

Inputs

Weighted Average

Impaired Originated & PNCI Loans

22,638

Sales comparison
approach Income
approach

Adjustment for differences
between comparable sales
Capitalization rate

5.0% - 41.0%, 9.33%
6.7% - 9.00%, 8.99%

Foreclosed assets

2,049

Sales comparison
approach

Adjustment for differences
between comparable sales

5.0% - 5.0%, 5.0%

Note 27 - Fair Value Measurement (continued)

In addition to the methods and assumptions used to estimate the fair value of each class of financial instrument noted above, the following methods and assumptions were used to estimate the fair value of other classes of financial instruments for which it is practical to estimate the fair value.

Short-term Instruments - Cash and due from banks, fed funds purchased and sold, 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.

Restricted Equity Securities - The carrying value of restricted equity securities approximates fair value as the shares can only be redeemed by the issuing institution at par.

Originated and PNCI loans - The fair value of variable rate originated and PNCI loans is the current carrying value. The interest rates on these originated and PNCI loans are regularly adjusted to market rates. The fair value of other types of fixed rate originated and PNCI 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 originated and PNCI loans in the portfolio.

PCI Loans - PCI loans are measured at estimated fair value on the date of acquisition. Carrying value is calculated as the present value of expected cash flows and approximates fair value.

FDIC Indemnification Asset - The fair value of the FDIC indemnification asset is based on the discounted value of expected future cash flows under the loss-share agreement.

Deposit Liabilities - 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 other borrowings is based on the discounted value of contractual cash flows.

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.

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.

Note 27 - Fair Value Measurement (continued)

The estimated fair values of financial instruments that are reported at amortized cost in the Corporation’s consolidated balance sheets, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value, were as follows (in thousands):


	September 30, 2013				December 31, 2012
	Carrying		Fair		Carrying		Fair
	Amount		Value		Amount		Value
Financial assets:
Level 1 inputs:
Cash and due from banks	$	69,173	$	69,173	$	81,086	$	81,086
Cash at Federal Reserve and other banks		471,977		471,977		667,813		667,813
Level 2 inputs:471,977
Restricted equity securities		9,163		9,163		9,647		9,647
Loans held for sale		3,247		3,247		12,053		12,053
Accrued interest receivable		6,450		6,450		6,636		6,636
Level 3 inputs:
Loans, net		1,617,711		1,714,658		1,522,175		1,607,044
Indemnification asset		861		861		1,997		1,997
Financial liabilities:
Level 2 inputs:
Deposits		2,293,311		2,294,425		2,289,702		2,291,841
Accrued interest payable		937		937		1,036		1,036
Other borrowings		14,626		14,626		9,197		9,197
Junior subordinated debt		41,238		25,980		41,238		28,042

	Contract		Fair		Contract		Fair
	Amount		Value		Amount		Value
Off-balance sheet:
Level 3 inputs:
Commitments	$	530,417	$	5,304	$	557,254	$	5,573
Standby letters of credit		2,013		20		2,905		29
Overdraft privilege commitments		70,424		704		69,675		697

Note 28 - TriCo Bancshares Condensed Financial Statements (Parent Only)


Condensed Balance Sheets							September 30,			December 31,
							2013			2012
							(In thousands)
Assets
Cash and Cash equivalents							$	2,489		$	2,511
Investment in Tri Counties Bank								283,228			267,118
Other assets								1,238			1,238

Total assets							$	286,955		$	270,867

Liabilities and shareholders’ equity
Other liabilities							$	265		$	270
Junior subordinated debt								41,238			41,238

Total liabilities								41,503			41,508

Shareholders’ equity:
Common stock, no par value: authorized 50,000,000 shares; issued and outstanding 16,076,662 and 16,000,838 shares, respectively								89,054			85,561
Retained earnings								156,266			141,639
Accumulated other comprehensive loss, net								132			2,159

Total shareholders’ equity								245,452			229,359

Total liabilities and shareholders’ equity							$	286,955		$	270,867


Statements of Income	Three months ended Sept. 30,						Nine months ended Sept. 30,
(In thousands)	2013			2012			2013			2012
Interest expense	$	314		$	333		$	936		$	1,003
Administration expense		191			131			568			445

Loss before equity in net income of Tri Counties Bank		(505	)		(464	)		(1,504	)		(1,448	)
Equity in net income of Tri Counties Bank:
Distributed		2,300			1,550			6,080			6,872
(Over) under distributed		5,354			3,739			16,955			8,244
Income tax benefit		212			195			632			604

Net income	$	7,361		$	5,020		$	22,163		$	14,272


Statements of Comprehensive Income	Three months ended Sept. 30,						Nine months ended Sept. 30,
(In thousands)	2013			2012			2013			2012
Net income	$	7,361		$	5,020		$	22,163		$	14,272
Other comprehensive income, net of tax:
Unrealized holding gains (losses) on securities arising during the period		83			98			(2,027	)		(176	)

Other comprehensive loss		83			98			(2,027	)		(176	)

Comprehensive income	$	7,444		$	5,118		$	20,136		$	14,096


Statements of Cash Flows							Nine months ended Sept. 30,
(In thousands)							2013			2012
Operating activities:
Net income							$	22,163		$	14,272
Adjustments to reconcile net income to net cash provided by operating activities:
Over (under) distributed equity in earnings of Tri Counties Bank								(16,955	)		(8,244	)
Stock option vesting expense								849			800
Stock option excess tax benefits								(356	)		(21	)
Net change in other assets and liabilities								(853	)		(747	)

Net cash provided by operating activities								4,848			6,060
Investing activities: None
Financing activities:
Issuance of common stock through option exercise								356			156
Stock option excess tax benefits								251			21
Repurchase of common stock								(501	)		(48	)
Cash dividends paid — common								(4,976	)		(4,317	)

Net cash used for financing activities								(4,870	)		(4,188	)

(Decrease) increase in cash and cash equivalents								(22	)		1,872

Cash and cash equivalents at beginning of year								2,511			706

Cash and cash equivalents at end of year							$	2,489		$	2,578

Note 29 - 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 September 30, 2013, that the Company meets all capital adequacy requirements to which it is subject.

As of September 30, 2013, the Bank’s regulatory capital ratios exceeded the minimums for the Bank to be considered 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. 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
	(dollars in thousands)
As of September 30, 2013:
Total Capital (to Risk Weighted Assets):
Consolidated	$	293,093		14.88	%	$	157,533		8.0	%		N/A		N/A
Tri Counties Bank	$	290,852		14.78	%	$	157,432		8.0	%	$	196,916		10.0	%
Tier 1 Capital (to Risk Weighted Assets):
Consolidated	$	268,261		13.62	%	$	78,766		4.0	%		N/A		N/A
Tri Counties Bank	$	266,036		13.52	%	$	78,716		4.0	%	$	118,149		6.0	%
Tier 1 Capital (to Average Assets):
Consolidated	$	268,261		10.37	%	$	103,447		4.0	%		N/A		N/A
Tri Counties Bank	$	266,036		10.29	%	$	103,395		4.0	%	$	129,309		5.0	%
As of December 31, 2012:
Total Capital (to Risk Weighted Assets):
Consolidated	$	273,979		14.53	%	$	150,896		8.0	%		N/A		N/A
Tri Counties Bank	$	271,723		14.42	%	$	150,796		8.0	%	$	188,495		10.0	%
Tier 1 Capital (to Risk Weighted Assets):
Consolidated	$	250,133		13.27	%	$	75,448		4.0	%		N/A		N/A
Tri Counties Bank	$	247,892		13.16	%	$	75,398		4.0	%	$	113,097		6.0	%
Tier 1 Capital (to Average Assets):
Consolidated	$	250,133		9.82	%	$	101,918		4.0	%		N/A		N/A
Tri Counties Bank	$	247,892		9.73	%	$	101,866		4.0	%	$	127,333		5.0	%

Note 30 - Summary of Quarterly Results of Operations (unaudited)

The following table sets forth the results of operations for the quarters of 2013 and 2012, 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.


	2013 Quarters Ended
	December 31,		September 30,			June 30,		March 31,
	(In thousands, except per share data)
Interest and dividend income:
Loans:
Discount accretion PCI – cash basis			$	140		$	129	$	167
Discount accretion PCI – other				898			732		597
Discount accretion PNCI				1,115			815		766
All other loan interest income				22,970			22,207		22,542

Total loan interest income				25,123			23,883		24,072
Debt securities, dividends and interest bearing cash at Banks (not FTE)				2,413			1,873		1,734

Total interest income				27,536			25,756		25,806
Interest expense				1,169			1,167		1,237

Net interest income				26,367			24,589		24,569
Reversal of provision for loan losses				(393	)		614		(1,108	)

Net interest income after provision for loan losses				26,760			23,975		25,677
Noninterest income				9,127			10,131		10,218
Noninterest expense				23,616			23,509		21,601

Income before income taxes				12,271			10,597		14,294
Income tax expense				4,910			4,272		5,817

Net income			$	7,361		$	6,325	$	8,477

Per common share:
Net income (diluted)			$	0.45		$	0.39	$	0.53

Dividends			$	0.11		$	0.11	$	0.09


	2012 Quarters Ended
	December 31,		September 30,			June 30,		March 31,
	(In thousands, except per share data)
Interest and dividend income:
Loans:
Discount accretion PCI – cash basis	$	42	$	24		$	108	$	18
Discount accretion PCI – other		979		1,192			886		776
Discount accretion PNCI		841		591			1,391		1,286
All other loan interest income		22,383		23,723			23,407		22,849

Total loan interest income		24,245		25,530			25,792		24,929
Debt securities, dividends and interest bearing cash at Banks (not FTE)		1,898		1,935			2,152		2,235

Total interest income		26,143		27,465			27,944		27,164
Interest expense		1,372		1,834			2,010		2,128

Net interest income		24,771		25,631			25,934		25,036
Provision for loan losses		1,524		532			3,371		3,996

Net interest income after provision for loan losses		23,247		25,099			22,563		21,040
Noninterest income		10,011		9,127			10,577		8,265
Noninterest expense		25,126		25,590			24,367		22,915

Income before income taxes		8,132		8,636			8,773		6,390
Income tax expense		3,410		3,616			3,452		2,459

Net income	$	4,722	$	5,020		$	5,321	$	3,931

Per common share:
Net income (diluted)	$	0.29	$	0.31		$	0.33	$	0.25

Dividends	$	0.09	$	0.09		$	0.09	$	0.09

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

General

As TriCo Bancshares (referred to in this report as “we”, “our” or the “Company”) has not commenced any business operations independent of Tri Counties Bank (the “Bank”), the following discussion pertains primarily to the Bank. Average balances, including such 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, 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-generally accepted accounting principles (non-GAAP) measures provides additional clarity in assessing its results, and the presentation of these measures on a FTE basis is a common practice within the banking industry. Interest income and net interest income are shown on a non-FTE basis in the Part I – Financial Information section of this Form 10-Q, and a reconciliation of the FTE and non-FTE presentations is provided below in the discussion of net interest income.

Critical Accounting Policies and Estimates

There have been no changes to the Company’s critical accounting policies during the nine months ended September 30, 2013, except for the changes in the Company’s accounting policies related to its allowance for loan losses noted under the heading Loans and Allowance for Loan Losses” in Note 1 in Item 1 of Part I of this report.

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 in Item 1 of Part I of this report.

The Company refers to loans and foreclosed assets that are covered by loss sharing agreements as “covered loans” and “covered foreclosed assets”, respectively. In addition, the Company refers to loans purchased or obtained in a business combination as “purchased credit impaired” (PCI) loans, or “purchased non-credit impaired” (PNCI) loans. The Company refers to loans that it originates as “originated” loans. Additional information regarding the Citizens and Granite Bank acquisitions can be found in Note 2 in Item 1 of Part I of this report. Additional information regarding the definitions and accounting for originated, PNCI and PCI loans can be found in Notes 1, 2, 4 and 5 in Item 1 of Part I of this report, and under the heading Asset Quality and Non-Performing Assets below.

Geographical Descriptions

For the purpose of describing the geographical location of the Company’s loans, the Company has defined northern California as that area of California north of, and including, Stockton; central California as that area of the State south of Stockton, to and including, Bakersfield; and southern California as that area of the State south of Bakersfield.

TRICO BANCSHARES

Financial Summary

(dollars in thousands, except per share amounts; unaudited)


	Three months ended						Nine months ended
	September 30,						September 30,
	2013			2012			2013			2012
Net Interest Income	$	26,367		$	25,631		$	75,525		$	76,601
Benefit from (Provision for) loan losses		393			(532	)		887			(7,899	)
Noninterest income		9,127			9,127			29,476			27,969
Noninterest expense		(23,616	)		(25,590	)		(68,726	)		(72,872	)
Provision for income taxes		(4,910	)		(3,616	)		(14,999	)		(9,527	)

Net income	$	7,361		$	5,020		$	22,163		$	14,272

Earnings per share:
Basic	$	0.46		$	0.31		$	1.38		$	0.89
Diluted	$	0.45		$	0.31		$	1.37		$	0.89
Per share:
Dividends paid	$	0.11		$	0.09		$	0.31		$	0.27
Book value at period end	$	15.27		$	14.21
Average common shares outstanding		16,074			15,993			16,035			15,989
Average diluted common shares outstanding		16,230			16,052			16,152			16,050
Shares outstanding at period end		16,077			15,993
At period end:
Loans, net	$	1,617,711		$	1,531,501
Total assets		2,632,106			2,515,481
Total deposits		2,293,311			2,201,639
Other borrowings		14,626			9,264
Junior subordinated debt		41,238			41,238
Shareholders’ equity	$	245,452		$	227,197
Financial Ratios:
During the period (annualized):
Return on assets		1.13	%		0.80	%		1.14	%		0.76	%
Return on equity		12.08	%		8.85	%		12.36	%		8.52	%
Net interest margin¹		4.40	%		4.37	%		4.17	%		4.38	%
Efficiency ratio¹		66.3	%		73.5	%		65.3	%		69.6	%
Average equity to average assets		9.36	%		9.00	%		9.20	%		8.89	%
At period end:
Equity to assets		9.33	%		9.03	%
Total capital to risk-adjusted assets		14.88	%		14.36	%

¹	Fully taxable equivalent (FTE)

Results of Operations

Overview

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 Condensed Consolidated Financial Statements of the Company and the Notes thereto located at Item 1 of Part I of this report.

Following is a summary of the components of fully taxable equivalent (“FTE”) net income for the periods indicated (dollars in thousands):


	Three months ended						Nine months ended
	September 30,						September 30,
	2013			2012			2013			2012
Net Interest Income (FTE)	$	26,470		$	25,696		$	75,779		$	76,795
Benefit from (provision for) loan losses		393			(532	)		887			(7,899	)
Noninterest income		9,127			9,127			29,476			27,969
Noninterest expense		(23,616	)		(25,590	)		(68,726	)		(72,872	)
Provision for income taxes (FTE)		(5,013	)		(3,681	)		(15,253	)		(9,721	)

Net income	$	7,361		$	5,020		$	22,163		$	14,272

Net Interest Income

The Company’s primary source of revenue is net interest income, or the difference between interest income on interest-earning assets and interest expense on interest-bearing liabilities. Following is a summary of the components of net interest income for the periods indicated (dollars in thousands):


	Three months ended						Nine month ended
	September 30,						September 30,
	2013			2012			2013			2012
Interest income	$	27,536		$	27,465		$	79,098		$	82,573
Interest expense		(1,169	)		(1,834	)		(3,573	)		(5,972	)
FTE adjustment		103			65			254			194

Net interest income (FTE)	$	26,470		$	25,696		$	75,779		$	76,795

Net interest margin (FTE)		4.40	%		4.37	%		4.17	%		4.38	%

Net interest income (FTE) during the three months ended September 30, 2013 increased $774,000 (3.0%) from the same period in 2012 to $26,470,000. The increase in net interest income (FTE) was primarily due to increased loan and investment balances that were funded by reducing lower yielding cash at the Federal Reserve Bank. A decrease in the average balance of other borrowings also helped to increase net interest income from the year-ago quarter. Average loan and investment balances increased $61,690,000 (3.9%) and $65,199,000 (31.7%), respectively, and added $1,001,000 and $605,000 to net interest income, respectively, when compared to the year-ago quarter. Included in the increase in average loan balances was the effect of the purchase of $60,647,000 of residential real estate loans in the quarter ended June 30, 2013. The increase in the average balance of investments was due to the Company’s decision to deploy some of its excess cash at the Federal Reserve Bank into higher yielding investments during the quarters ended June 30 and September 30, 2013. The average balance of other borrowings decreased $34,158,000 (81.6%) as the Company paid off a $50,000,000 borrowing on August 30,2012, and this reduction in other borrowings added $323,000 to net interest income when compared to the year-ago quarter. These favorable changes in asset and liability balances were partially offset by a 35 basis point decrease in the average yield on loans to 6.14% that decreased net interest income by $1,408,000 when compared to the year-ago quarter. The decrease in loan yields from the year-ago quarter is due mainly to the repricing of existing loans and the origination of new loans at current market yields that are lower than the yields that existed at earlier repricing and origination dates. Accretion of loan purchase discounts totaling $2,153,000 and $1,807,000 are included in net interest income for the three months ended September 30, 2013 and 2012, respectively. Decreases in rates paid for all categories of interest bearing liabilities added $292,000 to net interest income when compared to the year-ago quarter.

Net interest income (FTE) during the nine months ended September 30, 2013 decreased $1,016,000 (1.3%) from the same period in 2012 to $75,779,000. The decrease in net interest income (FTE) was primarily due to a 48 basis point decrease in the average yield on loans to 6.10% that decreased interest income from loans by $5,762,000 when compared to the year-ago period. A $52,459,000 (3.4%) increase in average loan balances, and $50,171,000 (86.5%) decrease in other borrowings added $2,589,000 and $1,385,000 to net interest income when compared to the year-ago period. Accretion of loan purchase discounts totaling $5,359,000 and $6,272,000 are included in net interest income for the nine months ended September 30, 2013 and 2012, respectively. Decreases in rates paid for all categories of interest bearing liabilities added $833,000 to net interest income when compared to the year-ago period.

For more details on net interest income and net interest margin, see the summary of average balances, yields/rates and interest differential, and the summary of changes in interest income and expense due to changes in average asset and liability balances and yields earned and rates paid below. Accretion of loan purchase discounts are included in interest income from loans for each period presented. For more information related to loan interest income and purchase discount accretion, see Note 30 to the consolidated financial statements at Part I, Item 1 of this report.

Summary of Average Balances, Yields/Rates and Interest Differential

The following table presents, for the periods indicated, information regarding the Company’s consolidated average assets, liabilities and shareholders’ equity, the amounts of interest income from average interest-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 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).


	For the three months ended
	September 30, 2013							September 30, 2012
			Interest		Rates					Interest		Rates
	Average		Income/		Earned			Average		Income/		Earned
	Balance		Expense		Paid			Balance		Expense		Paid
Assets:
Loans	$	1,635,506	$	25,123		6.14	%	$	1,573,816	$	25,530		6.49	%
Investment securities - taxable		249,901		1,863		2.98	%		195,951		1,455		2.97	%
Investment securities - nontaxable		20,809		275		5.29	%		9,561		173		7.24	%
Cash at Federal Reserve and other banks		498,978		378		0.30	%		571,836		372		0.26	%

Total interest-earning assets		2,405,194		27,639		4.60	%		2,351,164		27,530		4.68	%
Other assets		198,049							168,095

Total assets	$	2,603,243						$	2,519,259

Liabilities and shareholders’ equity:
Interest-bearing demand deposits	$	522,784		145		0.11	%	$	479,565		196		0.16	%
Savings deposits		800,126		249		0.12	%		757,491		314		0.17	%
Time deposits		307,957		460		0.60	%		359,507		596		0.66	%
Other borrowings		7,693		1		0.05	%		41,851		395		3.78	%
Junior subordinated debt		41,238		314		3.05	%		41,238		333		3.23	%

Total interest-bearing liabilities		1,679,799		1,169		0.28	%		1,679,652		1,834		0.44	%

Noninterest-bearing deposits		643,175							577,523
Other liabilities		36,494							35,227
Shareholders’ equity		243,776							226,857

Total liabilities and shareholders’ equity	$	2,603,243						$	2,519,259

Net interest spread⁽¹⁾						4.32	%						4.24	%
Net interest income and interest margin⁽²⁾			$	26,470		4.40	%			$	25,696		4.37	%

⁽¹⁾	Net interest spread represents the average yield earned on interest-earning assets minus the average rate paid on interest-bearing liabilities.

⁽²⁾	Net interest margin is computed by calculating the difference between interest income and interest expense, divided by the average balance of interest-earning assets.

Summary of Average Balances, Yields/Rates and Interest Differential (continued)


	For the nine months ended
	September 30, 2013							September 30, 2012
			Interest		Rates					Interest		Rates
	Average		Income/		Earned			Average		Income/		Earned
	Balance		Expense		Paid			Balance		Expense		Paid
Assets:
Loans	$	1,597,736	$	73,078		6.10	%	$	1,545,277	$	76,251		6.58	%
Investment securities – taxable		190,616		4,279		2.99	%		209,626		4,829		3.07	%
Investment securities - nontaxable		15,629		677		5.78	%		9,561		517		7.21	%
Cash at Federal Reserve and other banks		616,913		1,318		0.28	%		574,654		1,170		0.27	%

Total interest-earning assets		2,420,894		79,352		4.37	%		2,339,118		82,767		4.72	%

Other assets		178,385							175,209

Total assets	$	2,599,279						$	2,514,327

Liabilities and shareholders’ equity:
Interest-bearing demand deposits	$	520,762		411		0.11	%	$	464,243		610		0.18	%
Savings deposits		788,278		766		0.13	%		760,009		907		0.16	%
Time deposits		321,300		1,457		0.60	%		381,026		1,850		0.65	%
Other borrowings		7,825		3		0.05	%		57,996		1,602		3.68	%
Junior subordinated debt		41,238		936		3.03	%		41,238		1,003		3.24	%

Total interest-bearing liabilities		1,679,423		3,573		0.28	%		1,704,512		5,972		0.47	%

Noninterest-bearing deposits		643,326							552,234
Other liabilities		37,358							34,145
Shareholders’ equity		239,172							223,436

Total liabilities and shareholders’ equity	$	2,599,279						$	2,514,327

Net interest spread⁽¹⁾						4.09	%						4.25	%
Net interest income and interest margin⁽²⁾			$	75,779		4.17	%			$	76,795		4.38	%

⁽¹⁾	Net interest spread represents the average yield earned on interest-earning assets minus the average rate paid on interest-bearing liabilities.

⁽²⁾	Net interest margin is computed by calculating the difference between interest income and interest expense, divided by the average balance of interest-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 interest income and interest expense from changes in average asset and liability balances (volume) and changes in average interest rates for the periods indicated. Changes not solely attributable to volume or rates have been allocated in proportion to the respective volume and rate components (in thousands).


	Three months ended September 30, 2013
	compared with three months
	ended September 30, 2012
	Volume			Rate			Total
Increase (decrease) in interest income:
Loans	$	1,001		$	(1,408	)	$	(407	)
Investment securities (FTE)		605			(95	)		510
Cash at Federal Reserve and other banks		(47	)		53			6

Total interest-earning assets (FTE)		1,559			(1,450	)		109

Increase (decrease) in interest expense:
Interest-bearing demand deposits		17			(68	)		(51	)
Savings deposits		18			(83	)		(65	)
Time deposits		(85	)		(51	)		(136	)
Other borrowings		(323	)		(71	)		(394	)
Junior subordinated debt		—			(19	)		(19	)

Total interest-bearing liabilities		(373	)		(292	)		(665	)

Increase (decrease) in Net Interest Income (FTE)	$	1,932		$	(1,158	)	$	774


	Nine months ended September 30, 2013
	compared with nine months
	ended September 30, 2012
	Volume			Rate			Total
Increase (decrease) in interest income:
Loans	$	2,589		$	(5,762	)	$	(3,173	)
Investment securities (FTE)		(110	)		(280	)		(390	)
Cash at Federal Reserve and other banks		86			62			148

Total interest-earning assets (FTE)		2,565			(5,980	)		(3,415	)

Increase (decrease) in interest expense:
Interest-bearing demand deposits		76			(275	)		(199	)
Savings deposits		34			(175	)		(141	)
Time deposits		(291	)		(102	)		(393	)
Other borrowings		(1,385	)		(214	)		(1,599	)
Junior subordinated debt		—			(67	)		(67	)

Total interest-bearing liabilities		(1,566	)		(833	)		(2,399	)

Increase (decrease) in Net Interest Income (FTE)	$	4,131		$	(5,147	)	$	(1,016	)

Provision for Loan Losses

The provision for loan losses during any period is simply the sum of the allowance for loan losses required at the end of the period and any loan charge offs during the period, less the allowance for loan losses required at the beginning of the period, and less any loan recoveries during the period. See the Tables labeled “Allowance for loan losses – As of the three months ended, and the nine months ended, September 30, 2013 and 2012” at Note 5 in Item 1 of Part I of this report for the components that make up the provision for loan losses for the three and nine month periods ended September 30, 2013 and 2012.

The Company benefited from a $393,000 reversal of provision for loan losses in the three months ended September 30, 2013 versus a provision for loan losses of $532,000 during the three months ended September 30, 2012. As shown in the Table labeled “Allowance for Loan Losses - Three months ended September 30, 2013” at Note 5 of Item 1 of this report, all categories of loans except commercial real estate mortgage, other consumer, residential construction and commercial construction experienced a reversal of provision for loan losses during the three months ended September 30, 2013. The level of provision, or reversal of provision, for loan losses of each loan category during the third quarter of 2013 was due primarily to a decrease in the required allowance for loan losses as of September 30, 2013 when compared to the required allowance for loan losses as of June 30, 2013 less net charge-offs during the three months ended September 30, 2013, and the effect of the change in the allowance methodology during the three months ended September 30, 2013 as described under the heading “Loans and Allowance for Loan Losses” at Note 1 in Item 1 of Part I of this report. The decrease in the required allowance for loan losses during the quarter ended September 30, 2013 was due primarily to reduced impaired loans, improvements in estimated cash flows and collateral values for the remaining and newly impaired loans, and reductions in historical loss factors that, in part, determine the required loan loss allowance for performing loans in accordance with the Company’s allowance for loan losses methodology as described under the heading “Loans and Allowance for Loan Losses” at Note 1 in Item 1 of Part I of this report. These same factors were also present, to some extent, for commercial real estate mortgage, residential construction and commercial construction loans, but were more than offset by the effect of increased loan balances or changes in credit quality within the “pass” category of these loan categories resulting in net provisions for loan losses in these categories during the three months ended September 30, 2013. For details of the change in nonperforming loans during the three months ended September 30, 2013 see the Table labeled “Changes in nonperforming assets during the three months ended September 30, 2013” under the heading “Asset Quality and Non-Performing Assets” below. Excluding the effect of the change in allowance methodology during the three months ended September 30, 2013, the reversal of provision for loan losses during the three months ended September 30, 2013 would have been $2,058,000.

The Company benefited from a $887,000 reversal of provision for loan losses in the nine months ended September 30, 2013 versus a provision for loan losses of $7,899,000 during the nine months ended September 30, 2012. As shown in the Table labeled “Allowance for Loan Losses - nine months ended September 30, 2013” at Note 5 of Item 1 of this report, all categories of loans except commercial real estate mortgage, C&I, residential construction and commercial construction experienced a reversal of provision for loan losses during the nine months ended September 30, 2013. The level of provision, or reversal of provision, for loan losses of each loan category during the nine months ended September 30, 2013 was due primarily to a decrease in the required allowance for loan losses as of September 30, 2013 when compared to the required allowance for loan losses as of December 31, 2012 less net charge-offs during the nine months ended September 30, 2013, and the effect of the change in the allowance methodology during the nine months ended September 30, 2013 as described under the heading “Loans and Allowance for Loan Losses” at Note 1 in Item 1 of Part I of this report. The decrease in the required allowance for loan losses during the nine months ended September 30, 2013 was due primarily to reduced impaired loans, improvements in estimated cash flows and collateral values for the remaining and newly impaired loans, and reductions in historical loss factors that, in part, determine the required loan loss allowance for performing loans in accordance with the Company’s allowance for loan losses methodology as described under the heading “Loans and Allowance for Loan Losses” at Note 1 in Item 1 of Part I of this report. These same factors were also present, to some extent, for commercial real estate mortgage, C&I, residential construction and commercial construction loans, but were more than offset by the effect of increased loan balances or changes in credit quality within the “pass” category of these loan categories resulting in net provisions for loan losses in these categories during the nine months ended September 30, 2013. For details of the change in nonperforming loans during the nine months ended September 30, 2013 see the Table labeled “Changes in nonperforming assets during the nine months ended September 30, 2013” under the heading “Asset Quality and Non-Performing Assets” below. Excluding the effect of the changes in allowance methodology during the nine months ended September 30, 2013, the reversal of provision for loan losses during the nine months ended September 30, 2013 would have been $4,360,000.

The provision for loan losses related to Originated and PNCI loans is based on management’s evaluation of inherent risks in these loan portfolios and a corresponding analysis of the allowance for loan losses. The provision for loan losses related to PCI loan portfolio is based on changes in estimated cash flows expected to be collected on PCI loans. Additional discussion on loan quality, our procedures to measure loan impairment, and the allowance for loan losses is provided under the heading “Asset Quality and Non-Performing Assets” below.

Management re-evaluates the loss ratios and other assumptions used in its calculation of the allowance for loan losses for its Originated and PNCI loan portfolios and makes changes as appropriate based upon, among other things, changes in loss rates experienced, collateral support for underlying loans, changes and trends in the economy, and changes in the loan mix. Management also re-evaluates expected cash flows used in its accounting for its PCI loan portfolio, including any required allowance for loan losses, on a quarterly basis and makes changes as appropriate based upon, among other things, changes in loan repayment experience, changes in loss rates experienced, and collateral support for underlying loans.

Noninterest Income

The following table summarizes the Company’s noninterest income for the periods indicated (in thousands):


	Three months ended						Nine months ended
	September 30,						September 30,
	2013			2012			2013			2012
Service charges on deposit accounts	$	3,353		$	3,617		$	9,770		$	10,788
ATM and interchange fees		2,132			1,877			6,240			5,722
Other service fees		562			567			1,683			1,740
Mortgage banking service fees		434			403			1,280			1,154
Change in value of mortgage servicing rights		181			(681	)		311			(1,514	)

Total service charges and fees		6,662			5,783			19,284			17,890

Gain on sale of loans		1,083			1,430			4,967			4,317
Commissions on sale of non-deposit investment products		692			803			2,294			2,464
Increase in cash value of life insurance		531			450			1,337			1,350
Change in indemnification asset		(461	)		(94	)		(876	)		215
Gain on sale of foreclosed assets		313			419			1,479			364
Sale of customer checks		97			90			280			256
Lease brokerage income		75			80			273			228
Gain (loss) on disposal of fixed assets		2			(16	)		(12	)		(404	)
Commission rebates		—			(17	)		—			(51	)
Gain on life insurance death benefit		—			—			—			600
Other		133			199			166			740

Total other noninterest income		2,465			3,344			10,192			10,079

Total noninterest income	$	9,127		$	9,127		$	29,476		$	27,969

Noninterest income was $9,127,000 during the three months ended September 30, 2013, and was unchanged when compared to the three months ended September 30, 2012. Increases in ATM and interchange fees and change in value of mortgage servicing rights were offset by decreases in service charges on deposit accounts, gain on sale of loans, and change in indemnification asset. ATM and interchange fees increased $255,000 to $2,132,000 due to increased interchange fees from an ongoing effort to expand this business line. Change in value of mortgage servicing rights had an improvement of $862,000 going from a negative contribution of $681,000 in the three months ended September 30, 2012 to a positive contribution of $181,000 in the three months ended September 30, 2013. The $681,000 negative contribution from change in value of mortgage servicing rights in the quarter ended September 30, 2012 was due to decreased expected life of such assets, and an increase in market discount rates for such assets during the quarter ended September 30, 2012. The $181,000 positive contribution from change in value of mortgage servicing rights in the quarter ended September 30, 2013 was due to increased expected life of such assets during the quarter ended September 30, 2013. Service charges on deposit accounts decreased $264,000 to $3,353,000 due to reduced customer overdrafts and a resulting decrease in non-sufficient funds fees. Gain on sale of loans decreased $347,000 to $1,083,000 due to increased mortgage rates and a resulting decrease in mortgage refinance activity from the year-ago quarter. Change in indemnification asset was a negative contribution of $461,000 in the quarter ended September 31, 2013 compared to a negative contribution of $94,000 in the quarter ended September 30, 2012. This $367,000 increase in negative contribution from change in indemnification asset is reflective of continued and larger decreases in estimated future losses from covered assets. Such decreases in estimated losses from covered losses are also reflected in decreases in the Company’s provision for loan losses that offset this negative contribution from change in indemnification asset.

Noninterest income increased $1,507,000 (5.4%) to $29,476,000 in the nine months ended September 30, 2013 when compared to the nine months ended September 30, 2012. The increase in noninterest income was due primarily to a $1,825,000 increase in change in value of mortgage servicing rights to $311,000, a $650,000 increase in gain on sale of loans to $4,967,000, and a $1,115,000 increase in gain on sale of foreclosed assets to $1,479,000 that were partially offset by a $1,018,000 decrease in service charges on deposit accounts to $9,770,000, a $1,091,000 decrease in change in indemnification asset to a negative contribution of $876,000, and a $600,000 decrease in gain on life insurance death benefit to zero. The increase in change in value of mortgage servicing rights was due to a sharp increase in mortgage rates that occurred near the end of the quarter ended June 30, 2013, and remained as of September 30, 2013. This sharp increase in mortgage rates reduced the rate of mortgage refinancing that in turn increased the expected future life and cash flow stream of our of existing mortgage servicing portfolio. The increase in gain on sale of loans was due to decreased mortgage rates that existed for much of the first six months of 2013 when compared to the entire nine months ended September 30, 2012. The increase in gain on sale of foreclosed assets was due to increased real estate values, and our ability to sell foreclosed assets at those increased values. The decrease in service charges on deposit accounts was due to reduced customer overdrafts and a resulting decrease in non-sufficient funds fees. The decrease in change in indemnification asset was due to increased real estate collateral values that resulted in lower expected losses on covered impaired loans.

Noninterest Expense

The following table summarizes the Company’s noninterest expense for the periods indicated (dollars in thousands):


	Three months ended						Nine months ended
	September 30,						September 30,
	2013			2012			2013			2012
Base salaries, net of deferred loan origination costs	$	8,716		$	8,337		$	25,572		$	24,769
Incentive compensation		1,166			1,254			3,751			3,976
Benefits and other compensation costs		2,979			2,771			9,389			8,869

Total salaries and benefits expense		12,861			12,362			38,712			37,614

Occupancy		1,925			1,851			5,337			5,424
Equipment		1,089			1,138			3,036			3,381
Data processing and software		1,184			1,017			3,542			3,589
ATM network charges		626			529			1,801			1,628
Telecommunications		629			553			1,741			1,675
Postage		269			230			633			704
Courier service		217			270			639			715
Advertising		492			710			1,232			2,071
Assessments		572			590			1,721			1,786
Operational losses		137			171			376			430
Professional fees		741			832			1,885			1,946
Foreclosed assets expense		48			284			310			1,076
Provision for foreclosed asset losses		47			433			620			1,520
Change in reserve for unfunded commitments		(335	)		(35	)		(740	)		(185	)
Intangible amortization		53			52			157			157
Legal settlement		339			2,090			339			2,090
Other		2,722			2,513			7,385			7,251

Total other noninterest expense		10,755			13,228			30,014			35,258

Total noninterest expense	$	23,616		$	25,590		$	68,726		$	72,872

Average full time equivalent staff		732			740			734			738
Noninterest expense to revenue (FTE)		66.3	%		73.5	%		65.3	%		69.6	%

Salary and benefit expenses increased $499,000 (4.0%) to $12,861,000 during the three months ended September 30, 2013 compared to the three months ended September 30, 2012. Base salaries increased $379,000 (4.5%) to $8,716,000 during the three months ended September 30, 2013 versus the year ago period due mainly to annual merit increases, and the addition of several higher compensated management positions, while the average number full-time equivalent staff decreased to 732 from 740 in the year-ago quarter. Incentive and commission related salary expenses decreased $88,000 (7.0%) to $1,166,000 during three months ended September 30, 2013 due primarily to decreases in production related incentives. Benefits expense, including retirement, medical and workers’ compensation insurance, and taxes, increased $208,000 (7.5%) to $2,979,000 during the three months ended September 30, 2013 due primarily to increased health insurance and workers compensation insurance expenses.

Other noninterest expenses decreased $2,473,000 (18.7%) to $10,755,000 during the three months ended September 30, 2013 when compared to the three months ended September 30, 2012. The decrease in other noninterest expense was due primarily a $1,751,000 decrease in legal settlement expense to $339,000, a $622,000 (86.8%) decrease in the provision for, and expenses related to, foreclosed assets to $95,000, a $218,000 (30.7%) decrease in advertising and marketing expense to $492,000, and a $300,000 increase in reversal of provision for losses for unfunded commitments to a reversal of $335,000. Data processing and software expense was up $167,000 (16.4%) to $1,184,000. The decrease in foreclosed asset provision and expenses was due to increased property values and a reduction in foreclosed assets from $12,743,000 at June 30, 2012 to $4,140,000 at September 30, 2013. The decrease in advertising and marketing expense from the year ago period was due to cost savings efforts in this area. The increase in reversal of provision for losses for unfunded commitments was due to a decrease in construction loan related commitments and a decrease in historical loss rates.

Salary and benefit expenses increased $1,098,000 (2.9%) to $38,712,000 during the nine months ended September 30, 2013 compared to the nine months ended September 30, 2012. Base salaries increased $803,000 (3.2%) to $25,572,000 during the nine months ended September 30, 2013 versus the year ago period due mainly to annual merit increases, and the addition of several higher compensated management positions, while the average number full-time equivalent staff decreased to 734 from 738 in the year-ago nine month period. Incentive and commission related salary expenses decreased $225,000 (5.7%) to $3,751,000 during nine months ended September 30, 2013 due primarily to decreases in production related incentives. Benefits expense, including retirement, medical and workers’ compensation insurance, and taxes, increased $520,000 (5.9%) to $9,389,000 during the nine months ended September 30, 2013 due primarily to increased health insurance and workers compensation insurance expenses.

Other noninterest expenses decreased $5,244,000 (14.9%) to $30,014,000 during the nine months ended September 30, 2013 when compared to the nine months ended September 30, 2012. The decrease in other noninterest expense was due primarily a $1,751,000 decrease in legal settlement expense to $339,000, a $1,666,000 (64.2%) decrease in the provision for, and expenses related to, foreclosed assets to $930,000, a $839,000 (40.5%) decrease in advertising and marketing expense to $1,232,000, a $555,000 increase in reversal of provision for losses for unfunded commitments to $740,000, and a $432,000 (4.9%) decrease in occupancy and equipment expenses to $8,373. The decrease in foreclosed asset provision and expenses was due to increased property values and a reduction in foreclosed assets from $12,743,000 at June 30, 2012 to $4,140,000 at September 30, 2013. The decrease in advertising and marketing expense from the year ago period was due to cost savings efforts in this area. The increase in reversal of provision for losses for unfunded commitments was due to a decrease in construction loan related commitments and a decrease in historical loss rates. The decrease in occupancy and equipment expense was primarily due to reduced furniture and equipment expense as the Bank focused on its new campus and operations center that came into service at the end of June 2013.

Income Taxes

The effective combined Federal and State income tax rate on income was 40.0% and 41.9% for the three months ended September 30, 2013 and 2012, respectively. The effective combined Federal and State income tax rate was greater than the Federal statutory tax rate of 35.0% due to State income tax expense of $1,261,000 and $917,000, respectively, in these periods. Tax-exempt income of $172,000 and $108,000, respectively, from investment securities, and $531,000 and $450,000, respectively, from increase in cash value of life insurance in these periods helped to reduce the effective combined Federal and State income tax rate from the combined Federal and State statutory income tax rate of approximately 42.0%. Nondeductible expenses of $116,000 and $550,000 for the three months ended September 30, 2013 and 2012, respectively, increased the effective tax rates in these periods.

The effective combined Federal and State income tax rate on income was 40.4% and 40.0% for the nine months ended September 30, 2013 and 2012, respectively. The effective combined Federal and State income tax rate was greater than the Federal statutory tax rate of 35.0% due to State income tax expense of $3,843,000 and $2,416,000, respectively, in these periods. Tax-exempt income of $423,000 and $323,000, respectively, from investment securities, and $1,337,000 and $1,350,000, respectively, from increase in cash value of life insurance in these periods helped to reduce the effective combined Federal and State income tax rate from the combined Federal and State statutory income tax rate of approximately 42.0%. Nondeductible expenses of $311,000 and $605,000 for the nine months ended September 30, 2013 and 2012, respectively, increased the effective tax rates in these periods.

Financial Condition

Investment Securities

The following table presents the available for sale investment securities portfolio by major type as of September 30, 2013 and December 31, 2012:


(In thousands)	September 30, 2013					December 31, 2012
	Fair Value		%			Fair Value		%
Investment securities available for sale:
Obligations of U.S. government corporations and agencies	$	105,401		91.5	%	$	151,701		93.1	%
Obligations of states and political subdivisions		7,905		6.9	%		9,421		5.8	%
Corporate debt securities		1,909		1.6	%		1,905		1.1	%

Total investment securities available for sale	$	115,215		100.0	%	$	163,027		100.0	%

Investment securities available for sale decreased $47,812,000 to $115,215,000 as of September 30, 2013, as compared to December 31, 2012. This decrease is attributable to maturities and principal repayments of $43,768,000, a decrease in fair value of investments securities available for sale of $3,498,000, and amortization of net purchase price premiums of $546,000.

The following table presents the held to maturity investment securities portfolio by major type as of September 30, 2013 and December 31, 2012:


(In thousands)	September 30, 2013					December 31, 2012
	Cost basis		%			Cost basis		%
Investment securities held to maturity:
Obligations of U.S. government corporations and agencies	$	180,612		93.5	%		—		—
Obligations of states and political subdivisions		12,650		6.5	%		—		—

Total investment securities held to maturity	$	193,262		100.0	%		—		—

Investment securities held to maturity increased $193,262,000 to $193,262,000 as of September 30, 2013, as compared to December 31, 2012. This increase is attributable to purchases of $194,942,000, less principal repayments of $1,629,000, and amortization of net purchase price premiums of $51,000.

Additional information about the investment portfolio is provided in Note 3 of the Notes to Unaudited Condensed Consolidated Financial Statements at Item 1 of this report.

Restricted Equity Securities

Restricted equity securities were $9,163,000 at September 30, 2013 and $9,647,000 at December 31, 2012. The entire balance of restricted equity securities at September 30, 2013 and December 31, 2012 represent the Bank’s investment in the Federal Home Loan Bank of San Francisco (“FHLB”).

FHLB stock is carried at par and does not have a readily determinable fair value. While technically these are considered equity securities, there is no market for the FHLB stock. Therefore, the shares are considered as restricted investment securities. Management periodically evaluates FHLB stock for other-than-temporary impairment. Management’s determination of whether these investments are impaired is based on its assessment of the ultimate recoverability of cost rather than by recognizing temporary declines in value. The determination of whether a decline affects the ultimate recoverability of cost is influenced by criteria such as (1) the significance of any decline in net assets of the FHLB as compared to the capital stock amount for the FHLB and the length of time this situation has persisted, (2) commitments by the FHLB to make payments required by law or regulation and the level of such payments in relation to the operating performance of the FHLB, (3) the impact of legislative and regulatory changes on institutions and, accordingly, the customer base of the FHLB, and (4) the liquidity position of the FHLB.

As a member of the FHLB system, the Bank is required to maintain a minimum level of investment in FHLB stock based on specific percentages of its outstanding mortgages, total assets, or FHLB advances. The Bank may request redemption at par value of any stock in excess of the minimum required investment. Stock redemptions are at the discretion of the FHLB.

Loans

The Bank concentrates its lending activities in four principal areas: real estate mortgage loans (residential and commercial loans), consumer loans, commercial loans (including agricultural loans), and real estate construction loans. 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.

The following table shows the Company’s loan balances, including net deferred loan costs, as of the dates indicated:


	September 30,		December 31,
(In thousands)	2013		2012
Real estate mortgage	$	1,091,475	$	1,010,130
Consumer		389,711		386,111
Commercial		133,616		135,528
Real estate construction		42,249		33,054

Total loans	$	1,657,051	$	1,564,823

At September 30, 2013 loans, including net deferred loan costs, totaled $1,657,051,000 which was a $92,228,000 (5.9%) increase over the balances at December 31, 2012. Demand for all categories of loans was moderate during the three and nine months ended September 30, 2013. The Company purchased $62,698,000 of residential real estate mortgage loans during the three months ended September 30, 2013.

The following table shows the Company’s loan balances, including net deferred loan costs, as a percentage of total loans for the periods indicated:


	September 30,			December 31,
	2013			2012
Real estate mortgage		65.9	%		64.5	%
Consumer		23.5	%		24.7	%
Commercial		8.1	%		8.7	%
Real estate construction		2.5	%		2.1	%

Total loans		100.0	%		100.0	%

Asset Quality and Nonperforming Assets

Nonperforming Assets

Loans originated by the Company, i.e., not purchased or acquired in a business combination, are referred to as originated loans. Originated loans are reported at the principal amount outstanding, net of deferred loan fees and costs. 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. Originated loans on which the accrual of interest has been discontinued are designated as nonaccrual loans.

collection. When an originated 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 loan is estimated to be fully collectible as to both principal and interest.

An allowance for loan losses for originated loans is established through a provision for loan losses charged to expense. Originated loans and deposit related overdrafts are charged against the allowance for loan losses when Management believes that the collectability 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 collectability, 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 an originated 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 originated 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.

During the three months ended June 30, 2013, the Company modified its loss migration analysis methodology used to determine the formula allowance factors. When the Company originally established its loss migration analysis methodology during the quarter ended March 31, 2012, it reviewed the loss experience of each quarter over the previous three years in order to calculate an annualized loss rate by loan category and risk rating. The use of three years of loss experience data was originally used because that was the extent of the detailed loss data, by loan category and risk rating, that was available at the time. This three year historical look-back period was used until the quarter ended June 30, 2013. Starting with the quarter ended June 30, 2013, the Company will review all available detailed loss experience data, and not limit it to the most recent three years of historical loss data. This change is intended to more accurately reflect the risk inherent in the loan portfolio by considering historical loss data for all years as the data for new periods becomes available. This change in methodology resulted in the allowance for loan losses as of June 30, 2013 being $1,314,000 more than it would have been without this change in methodology.

Loans purchased or acquired in a business combination are referred to as acquired loans. Acquired loans are valued as of acquisition date in accordance with Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) Topic 805, Business Combinations. Loans acquired with evidence of credit deterioration since origination for which it is probable that all contractually required payments will not be collected are referred to as purchased credit impaired (PCI) loans. PCI loans are accounted for under FASB ASC Topic 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality. Under FASB ASC Topic 805 and FASB ASC Topic 310-30, PCI loans are recorded at fair value at acquisition date, factoring in credit losses expected to be incurred over the life of the loan. Accordingly, an allowance for loan losses is not carried over or recorded as of the acquisition date. Fair value is defined as the present value of the future estimated principal and interest payments of the loan, with the discount rate used in the present value calculation representing the estimated effective yield of the loan. Default rates, loss severity, and prepayment speed assumptions are periodically reassessed and our estimate of future payments is adjusted accordingly. The difference between contractual future payments and estimated future payments is referred to as the nonaccretable difference. The difference between estimated future payments and the present value of the estimated future payments is referred to as the accretable yield. The accretable yield represents the amount that is expected to be recorded as interest income over the remaining life of the loan. If after acquisition, the Company determines that the estimated future cash flows of a PCI loan are expected to be more than the originally estimated, an increase in the discount rate (effective yield) would be made such that the newly increased accretable yield would be recognized, on a level yield basis, over the remaining estimated life of the loan. If, after acquisition, the Company determines that the estimated future cash flows of a PCI loan are expected to be less than the previously estimated, the discount rate would first be reduced until the present value of the reduced cash flow estimate equals the previous present value however, the discount rate may not be lowered below its original level at acquisition. If the discount rate has been lowered to its original level and the present value has not been sufficiently lowered, an allowance for loan loss would be established through a provision for loan losses charged to expense to decrease the present value to the required level. If the estimated cash flows improve after an allowance has been established for a loan, the allowance may be partially or fully reversed depending on the improvement in the estimated cash flows. Only after the allowance has been fully reversed may the discount rate be increased. PCI loans are put on nonaccrual status when cash flows cannot be reasonably estimated. PCI loans on nonaccrual status are accounted for using the cost recovery method or cash basis method of income recognition. PCI loans are charged off when evidence suggests cash flows are not recoverable. Foreclosed assets from PCI loans are recorded in foreclosed assets at fair value with the fair value at time of foreclosure representing cash flow from the loan. ASC 310-30 allows PCI loans with similar risk characteristics and acquisition time frame to be “pooled” and have their cash flows aggregated as if they were one loan. The Company elected to use the “pooled” method of ASC 310-30 for PCI – other loans in the acquisition of certain assets and liabilities of Granite Community Bank (“Granite”) and Citizens Bank of Northern California (“Citizens”).

Originated loans and PNCI loans are reviewed on an individual basis for reclassification to nonaccrual status when any one of the following occurs: the loan becomes 90 days past due as to interest or principal, the full and timely collection of additional interest or principal becomes uncertain, the loan is classified as doubtful by internal credit review or bank regulatory agencies, a portion of the principal balance has been charged off, or the Company takes possession of the collateral. Loans that are placed on nonaccrual even though the borrowers continue to repay the loans as scheduled are classified as “performing nonaccrual” and are included in total nonperforming loans. The reclassification of loans as nonaccrual does not necessarily reflect Management’s judgment as to whether they are collectible.

Interest income on originated nonaccrual loans that would have been recognized during the three months ended September 30, 2013 and 2012, if all such loans had been current in accordance with their original terms, totaled $1,238,000 and $1,211,000, respectively. Interest income actually recognized on these originated loans during the three months ended September 30, 2013 and 2012 was $120,000 and $52,000, respectively. Interest income on PNCI nonaccrual loans that would have been recognized during the three months ended September 30, 2013 and 2012, if all such loans had been current in accordance with their original terms, totaled $72,000 and $179,000. Interest income actually recognized on these PNCI loans during the three months ended September 30, 2013 and 2012 was $8,000 and $103,000.

Interest income on originated nonaccrual loans that would have been recognized during the nine months ended September 30, 2013 and 2012, if all such loans had been current in accordance with their original terms, totaled $3,673,000 and $4,370,000, respectively. Interest income actually recognized on these originated loans during the nine months ended September 30, 2013 and 2012 was $226,000 and $223,000, respectively. Interest income on PNCI nonaccrual loans that would have been recognized during the nine months ended September 30, 2013 and 2012, if all such loans had been current in accordance with their original terms, totaled $202,000 and $319,000. Interest income actually recognized on these PNCI loans during the nine months ended September 30, 2013 and 2012 was $15,000 and $144,000.

The Company’s policy is to place originated loans and PNCI loans 90 days or more past due on nonaccrual status. In some instances when an originated 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 foreclosed assets. 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 as of the dates indicated. For purposes of the following table, “PCI – other” loans that are 90 days past due and still accruing are not considered nonperforming loans. “Performing nonaccrual loans” are loans that may be current for both principal and interest payments, or are less than 90 days past due, but for which payment in full of both principal and interest is not expected, and are not well secured and in the process of collection:


	September 30,			December 31,
(In thousands)	2013			2012
Performing nonaccrual loans	$	51,184		$	49,045
Nonperforming nonaccrual loans		10,200			23,471

Total nonaccrual loans		61,384			72,516
Originated and PNCI loans 90 days past due and still accruing		—			—

Total nonperforming loans		61,384			72,516
Noncovered foreclosed assets		2,956			5,957
Covered foreclosed assets		1,184			1,541

Total nonperforming assets	$	65,524		$	80,014

U.S. government, including its agencies and its government-sponsored agencies, guaranteed portion of nonperforming loans	$	103		$	131
Indemnified portion of covered foreclosed assets	$	947		$	1,233
Nonperforming assets to total assets		2.53	%		3.07	%
Nonperforming loans to total loans		3.70	%		4.63	%
Allowance for loan losses to nonperforming loans		64	%		59	%
Allowance for loan losses, unamortized loan fees, and discounts to loan principal balances owed		4.38	%		5.30	%

The following table sets forth the amount of the Bank’s nonperforming assets as of the dates indicated. For purposes of the following table, PCI loans that are ninety days past due and still accruing are not considered nonperforming loans:


	September 30, 2013
(In thousands)	Originated			PNCI			PCI – cash basis			PCI - other			Total
Performing nonaccrual loans	$	43,328		$	1,587		$	6,269			—		$	51,184
Nonperforming nonaccrual loans		9,933			10			257			—			10,200

Total nonaccrual loans		53,261			1,597			6,526			—			61,384
Originated and PNCI loans 90 days past due and still accruing		—			—			—			—			—

Total nonperforming loans		53,261			1,597			6,526			—			61,384
Noncovered foreclosed assets		2,535			—			—			421			2,956
Covered foreclosed assets		—			—			—			1,184			1,184

Total nonperforming assets	$	55,796		$	1,597		$	6,526		$	1,605		$	65,524

U.S. government, including its agencies and its government-sponsored agencies, guaranteed portion of nonperforming loans	$	103			—			—			—		$	103
Indemnified portion of covered foreclosed assets		—			—			—		$	947		$	947
Nonperforming assets to total assets														2.53	%
Nonperforming loans to total loans		3.65	%		1.13	%		100.00	%		—			3.70	%
Allowance for loan losses to nonperforming loans		61	%		175	%		14	%		n/m			64	%
Allowance for loan losses, unamortized loan fees, and discounts to loan principal balances owed		2.44	%		7.60	%		67.66	%		24.61	%		4.38	%


	December 31, 2012
(In thousands)	Originated			PNCI			PCI – cash basis			PCI - other			Total
Performing nonaccrual loans	$	38,646		$	1,428		$	8,971			—		$	49,045
Nonperforming nonaccrual loans		23,123			348			—			—			23,471

Total nonaccrual loans		61,769			1,776			8,971			—			72,516
Originated and PNCI loans 90 days past due and still accruing		—			—			—			—			—

Total nonperforming loans		61,769			1,776			8,971			—			72,516
Noncovered foreclosed assets		5,172			—			—			785			5,957
Covered foreclosed assets		—			—			—			1,541			1,541

Total nonperforming assets	$	66,941		$	1,776		$	8,971		$	2,326		$	80,014

U.S. government, including its agencies and its government-sponsored agencies, guaranteed portion of nonperforming loans	$	131			—			—			—		$	131
Indemnified portion of covered foreclosed assets		—			—			—		$	1,233		$	1,233
Nonperforming assets to total assets														3.07	%
Nonperforming loans to total loans		4.42	%		1.81	%		100.00	%		—			4.63	%
Allowance for loan losses to nonperforming loans		58	%		111	%		12	%		n/m			59	%
Allowance for loan losses, unamortized loan fees, and discounts to loan principal balances owed		2.76	%		13.78	%		61.60	%		24.63	%		5.30	%

n/m – not meaningful

The following tables and narratives describe the activity in the balance of nonperforming assets during the periods indicated:

Changes in nonperforming assets during the three months ended September 30, 2013


	Balance at				Advances/		Pay-						Transfers to						Balance at
	September 30,		New		Capitalized		downs			Charge-offs/			Foreclosed			Category			June 30,
(In thousands):	2013		NPA		Costs		/Sales			Write-downs			Assets			Changes			2013
Real estate mortgage:
Residential	$	4,619	$	632		—	$	(341	)	$	(4	)	$	(29	)		—		$	4,361
Commercial		39,042		3,262		13		(1,431	)		(23	)		(290	)		—			37,511
Consumer
Home equity lines		13,043		1,193		27		(1,624	)		(331	)		(393	)		(52	)		14,223
Home equity loans		539		30		1		(12	)		(30	)		—			52			498
Auto indirect		59		2		—		(42	)		(9	)		—			—			108
Other consumer		65		56		—		(8	)		(41	)		—			—			58
Commercial		1,177		134		—		(97	)		(318	)		—			—			1,458
Construction:
Residential		2,588		142		—		(351	)		—			(142	)		—			2,939
Commercial		252		—		—		(10	)		(31	)		(17	)		—			310

Total nonperforming loans		61,384		5,451		41		(3,916	)		(787	)		(871	)		—			61,466
Noncovered foreclosed assets		2,956		—		—		(1,738	)		(47	)		729			—			4,012
Covered foreclosed assets		1,184		—		—		—			—			142			—			1,042

Total nonperforming assets	$	65,524	$	5,451	$	41	$	(5,654	)	$	(834	)		—			—		$	66,520

Nonperforming assets decreased during the third quarter of 2013 by $996,000 (1.5%) to $65,524,000 at September 30, 2013 compared to $66,520,000 at June 30, 2013. The decrease in nonperforming assets during the third quarter of 2013 was primarily the result of new nonperforming loans of $5,451,000, advances on existing nonperforming loans of $41,000, less pay-downs or upgrades of nonperforming loans to performing status totaling $3,916,000, less dispositions of foreclosed assets totaling $1,738,000, less loan charge-offs of $787,000, and less write-downs of foreclosed assets of $47,000.

The primary causes of the $5,451,000 in new nonperforming loans during the third quarter of 2013 were increases of $632,000 on two residential real estate loans, $3,262,000 on six commercial real estate loans, $1,223,000 on 16 home equity lines and loans, $2,000 on three indirect auto loans, $56,000 on 21 consumer loans, $134,000 on three C&I loans, and $142,000 on one residential construction loan.

Activity in the balance of nonperforming assets for the periods indicated (continued):

The $3,262,000 in new nonperforming commercial real estate loans was primarily comprised of one loan totaling $2,832,000 secured by agricultural production land and buildings in central California.

Loan charge-offs during the three months ended September 30, 2013

In the third quarter of 2013, the Company recorded $787,000 in loan charge-offs and $198,000 in deposit overdraft charge-offs less $954,000 in loan recoveries and $164,000 in deposit overdraft recoveries resulting in $133,000 of net recoveries. Primary causes of the charges taken in the third quarter of 2013 were gross charge-offs of $4,000 on one residential real estate loan, $22,000 on one commercial real estate loans, $361,000 on 12 home equity lines and loans, $10,000 on five auto indirect loans, $41,000 on 20 other consumer loans, $318,000 on five C&I loans, and $31,000 on one commercial construction loan.

The $787,000 in charge-offs the Bank took in its loan portfolio was comprised of 45 individual charges of less than $250,000 each spread throughout the Company’s footprint. Generally losses are triggered by non-performance by the borrower and calculated based on any difference between the current loan amount and the current value of the underlying collateral less any estimated costs associated with the disposition of the collateral.

Changes in nonperforming assets during the three months ended June 30, 2013


	Balance at				Advances/		Pay-						Transfers to						Balance at
	June 30,		New		Capitalized		downs			Charge-offs/			Foreclosed			Category			March 31,
(In thousands):	2013		NPA		Costs		/Sales			Write-downs			Assets			Changes			2013
Real estate mortgage:
Residential	$	4,361		406		—	$	(373	)	$	(35	)	$	(207	)		—		$	4,570
Commercial		37,511		1,771		633		(1,531	)		(839	)		(656	)	$	2,069			36,064
Consumer
Home equity lines		14,223		1,083		34		(692	)		(746	)		(450	)		26			14,968
Home equity loans		498		—		6		(45	)		—			—			(26	)		563
Auto indirect		108		15		—		(41	)		(33	)		—			—			167
Other consumer		58		32		—		(10	)		(32	)		—			—			68
Commercial		1,458		157		—		(716	)		(81	)		—			(2,069	)		4,167
Construction:
Residential		2,939		87		—		(187	)		—			(87	)		—			3,126
Commercial		310		73		—		(5	)		—			(28	)		—			270

Total nonperforming loans		61,466		3,624		673		(3,600	)		(1,766	)		(1,428	)		—			63,963
Noncovered foreclosed assets		4,012		—		—		(1,450	)		(465	)		1,340			—			4,587
Covered foreclosed assets		1,042		—		—		(502	)		(81	)		88			—			1,537

Total nonperforming assets	$	66,520	$	3,624	$	673	$	(5,552	)	$	(2,312	)		—			—		$	70,087

Nonperforming assets decreased during the second quarter of 2013 by $3,567,000 (5.1%) to $66,520,000 at June 30, 2013 compared to $70,087,000 at March 31, 2013. The decrease in nonperforming assets during the second quarter of 2013 was primarily the result of new nonperforming loans of $3,624,000, advances on existing nonperforming loans and capitalized costs on foreclosed assets of $673,000, less pay-downs or upgrades of nonperforming loans to performing status totaling $3,600,000, less dispositions of foreclosed assets totaling $1,952,000, less loan charge-offs of $1,766,000, and less write-downs of foreclosed assets of $546,000.

The primary causes of the $3,624,000 in new nonperforming loans during the second quarter of 2013 were increases of $406,000 on three residential real estate loans, $1,771,000 on five commercial real estate loans, $1,083,000 on 20 home equity lines and loans, $15,000 on one indirect auto loan, $32,000 on 14 consumer loans, $157,000 on two C&I loans, $87,000 on one residential construction loan, and $73,000 on one commercial construction loan.

The $1,771,000 in new nonperforming commercial real estate loans was primarily comprised of one loan totaling $325,000 secured by a commercial office building in northern California, one loan totaling $331,000 secured by a restaurant in northern California, and a $671,000 loan secured by a agricultural production land and buildings in northern California.

Loan charge-offs during the three months ended June 30, 2013

In the second quarter of 2013, the Company recorded $1,766,000 in loan charge-offs and $180,000 in deposit overdraft charge-offs less $903,000 in loan recoveries and $162,000 in deposit overdraft recoveries resulting in $881,000 of net charge-offs. Primary causes of the charges taken in the second quarter of 2013 were gross charge-offs of $35,000 on two residential real estate loans, $839,000 on four commercial real estate loans, $746,000 on 19 home equity lines and loans, $33,000 on four auto indirect loans, $32,000 on 14 other consumer loans, and $81,000 on four C&I loans.

The $839,000 in charge-offs the bank took in its commercial real estate portfolio were primarily the result of a $425,000 charge on a loan secured by a commercial warehouse in central California and a $351,000 charge on a loan secured by a commercial office in northern California. The remaining $63,000 was spread over two loans spread throughout the Company’s footprint.

Activity in the balance of nonperforming assets for the periods indicated (continued):

Differences between the amounts explained in this section and the total charge-offs listed for a particular category are generally made up of individual charges of less than $250,000 each. Generally losses are triggered by non-performance by the borrower and calculated based on any difference between the current loan amount and the current value of the underlying collateral less any estimated costs associated with the disposition of the collateral.

Changes in nonperforming assets during the three months ended March 31, 2013


	Balance at				Advances/		Pay-						Transfers to						Balance at
	March 31,		New		Capitalized		downs			Charge-offs/			Foreclosed			Category			December 31,
(In thousands):	2013		NPA		Costs		/Sales			Write-downs			Assets			Changes			2012
Real estate mortgage:
Residential	$	4,570	$	9	$	5	($	97	)	($	7	)	($	234	)		—		$	4,894
Commercial		36,064		2,724		—		(2,740	)		(803	)		(2,844	)		—			39,727
Consumer
Home equity lines		14,968		739		27		(962	)		(766	)		(510	)		(60	)		16,500
Home equity loans		563		26		—		(11	)		(26	)		—			60			514
Auto indirect		167		48		1		(31	)		(25	)		—			—			174
Other consumer		68		84		—		(19	)		(89	)		—			—			92
Commercial		4,167		613		—		(396	)		(790	)		(2,115	)		84			6,771
Construction:
Residential		3,126		9		—		(141	)		(20	)		(34	)		—			3,312
Commercial		270		47		—		(164	)		(61	)		—			(84	)		532

Total nonperforming loans		63,963		4,299		33		(4,561	)		(2,587	)		(5,737	)		—			72,516
Noncovered foreclosed assets		4,587		—		—		(6,816	)		(27	)		5,473			—			5,957
Covered foreclosed assets		1,537		—		—		(268	)					264			—			1,541

Total nonperforming assets	$	70,087	$	4,299	$	33	($	11,645	)	($	2,614	)		—			—		$	80,014

Nonperforming assets decreased during the first quarter of 2013 by $9,927,000 (12.4%) to $70,087,000 at March 31, 2013 compared to $80,014,000 at December 31, 2012. The decrease in nonperforming assets during the first quarter of 2013 was primarily the result of new nonperforming loans of $4,299,000, advances on existing nonperforming loans and capitalized costs on foreclosed assets of $33,000, less pay-downs or upgrades of nonperforming loans to performing status totaling $4,561,000, less dispositions of foreclosed assets totaling $7,084,000, less loan charge-offs of $2,587,000, and less write-downs of foreclosed assets of $27,000.

The primary causes of the $4,299,000 in new nonperforming loans during the first quarter of 2013 were increases of $9,000 on one residential real estate loan, $2,724,000 on six commercial real estate loans, $766,000 on 20 home equity lines and loans, $48,000 on eight indirect auto loans, $84,000 on 21 consumer loans, $613,000 on 14 C&I loans, $9,000 on one residential construction loan, and $47,000 on one commercial construction loan.

The $2,724,000 in new nonperforming commercial real estate loans was primarily comprised of one loan totaling $2,133,000 secured by a commercial retail building in northern California, and a $354,000 loan secured by a commercial office building in northern California.

Loan charge-offs during the three months ended March 31, 2013

In the first quarter of 2013, the Company recorded $2,587,000 in loan charge-offs and $184,000 in deposit overdraft charge-offs less $900,000 in loan recoveries and $198,000 in deposit overdraft recoveries resulting in $1,673,000 of net charge-offs. Primary causes of the charges taken in the first quarter of 2013 were gross charge-offs of $7,000 on one residential real estate loan, $803,000 on five commercial real estate loans, $792,000 on 22 home equity lines and loans, $25,000 on eight auto indirect loans, $89,000 on 24 other consumer loans, $613,000 on 15 C&I loans, $20,000 on two residential construction loans, and $61,000 on two commercial construction loans.

The $803,000 in charge-offs the Bank took in its commercial real estate portfolio was primarily the result of a $734,000 charge on a loan secured by a commercial warehouse in central California. The remaining $69,000 was spread over four loans spread throughout the Company’s footprint.

Allowance for Loan Losses

The Company’s allowance for loan losses is comprised of allowances for originated, PNCI and PCI loans. All such allowances are established through a provision for loan losses charged to expense.

Originated and PNCI loans, and deposit related overdrafts are charged against the allowance for originated loan losses when Management believes that the collectability of the principal is unlikely or, with respect to consumer installment loans, according to an established delinquency schedule. The allowances for originated and PNCI loan losses are amounts that Management believes will be adequate to absorb probable losses inherent in existing originated loans, based on evaluations of the collectability, impairment and prior loss experience of those 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 an originated or PNCI 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 originated and PNCI 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.

In situations related to originated and PNCI loans where, for economic or legal reasons related to a borrower’s financial difficulties, the Company grants a concession for other than an insignificant period of time to the borrower that the Company would not otherwise consider, the related loan is classified as a troubled debt restructuring (TDR). The Company strives to identify borrowers in financial difficulty early and work with them to modify to more affordable terms before their loan reaches nonaccrual status. These modified terms may include rate reductions, principal forgiveness, payment forbearance and other actions intended to minimize the economic loss and to avoid foreclosure or repossession of the collateral. In cases where the Company grants the borrower new terms that provide for a reduction of either interest or principal, the Company measures any impairment on the restructuring as noted above for impaired loans. TDR loans are classified as impaired until they are fully paid off or charged off. Loans that are in nonaccrual status at the time they become TDR loans, remain in nonaccrual status until the borrower demonstrates a sustained period of performance which the Company generally believes to be six consecutive months of payments, or equivalent. Otherwise, TDR loans are subject to the same nonaccrual and charge-off policies as noted above with respect to their restructured principal balance.

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 originated and PNCI loan portfolios. These are maintained through periodic charges to earnings. These charges are included 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 allowances for originated and PNCI loan losses are meant to be an estimate of these unknown but probable losses inherent in these portfolios.

The Company formally assesses the adequacy of the allowance for originated and PNCI loan losses on a quarterly basis. Determination of the adequacy is based on ongoing assessments of the probable risk in the outstanding originated and PNCI loan portfolios, and to a lesser extent the Company’s originated and PNCI 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 or acquired. 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 for originated and PNCI loan losses includes specific allowances for impaired loans and leases, 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 historical loss experience by product type and prior risk rating. Allowances for impaired loans are based on analysis of individual credits. Allowances for changing environmental factors are Management’s best estimate of the probable impact these changes have had on the originated or PNCI loan portfolio as a whole. The allowances for originated and PNCI loans are included in the allowance for loan losses.

As noted above, the allowances for originated and PNCI loan losses 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. Impaired loans are specifically reviewed and 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.

The second component of the allowance for originated and PNCI loan losses, the formula allowance, is an estimate of the probable losses that have occurred across the major loan categories in the Company’s originated and PNCI loan portfolios. This analysis is based on loan grades by pool and the loss history of these pools. This analysis covers the Company’s entire originated and PNCI loan portfolios 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 were previously 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 originated loans, the loss factors applied to each category also differed. In addition, there is a greater chance that the Company would suffer a loss from a loan that was risk rated less than satisfactory than if the loan was last graded satisfactory. Therefore, for any given category, a larger loss estimation factor was applied to less than satisfactory loans than to those that the Company last graded as satisfactory. The resulting formula allowance was the sum of the allocations determined in this manner.

During the three month period ended March 31, 2012, the Company converted to a loss migration analysis to determine the formula allowance. Under this method, the Company reviewed the loss experience of each quarter over the previous three years and determined an annualized loss rate by loan category as well as risk rating at the beginning of each period reviewed. A weighted average was then applied to arrive at the average annualized loss rate for each loan category and risk rating, which was then applied against the net recorded investment for all loans by category and risk rating not classified as impaired. The effect of this change in methodology resulted in a net reduction in formula allowance required of $3,296,000. This loss migration approach was promoted by regulatory agencies and implemented by the Company during the three month period ended March 31, 2012 as this was the first period in which sufficient historical data could be compiled to support the analysis.

During the three months ended June 30, 2013, the Company modified its loss migration analysis methodology used to determine the formula allowance factors. When the Company originally established its loss migration analysis methodology during the quarter ended March 31, 2012, it reviewed the loss experience of each quarter over the previous three years in order to calculate an annualized loss rate by loan category and risk rating. The use of three years of loss experience data was originally used because that was the extent of the detailed loss data, by loan category and risk rating, that was available at the time. This three year historical look-back period was used until the quarter ended June 30, 2013. Starting with the quarter ended June 30, 2013, the Company will review all available detailed loss experience data, and not limit it to the most recent three years of historical loss data. This change is intended to more accurately reflect the risk inherent in the loan portfolio by considering historical loss data for all years as the data for new periods becomes available. This change in methodology resulted in the allowance for loan losses as of June 30, 2013 being $1,314,000 more than it would have been without this change in methodology.

In addition to updating the method by which the estimated formula allowance required is calculated, management also improved the monitoring and risk recognition within its consumer portfolio. Previously, consumer loans with no identified credit weakness had a risk rating of “Pass” assigned, and this would generally only change if the loan went 90 days past due, at which time the risk rating was systematically downgraded to “Substandard” and the loan was placed in nonaccrual. For the period ended March 31, 2012, management has chosen to monitor consumer loans based on current credit score and assign a risk rating of “Special Mention” for those scores below a certain threshold. This change is primarily intended to more effectively monitor and manage the risk in the Company’s portfolio of consumer loans and lines of credit secured by junior liens on 1-4 family residential properties. We believe that the current credit score allows us to better account for increasing default risk in these types of loans. It is also the only reasonably available tool that can be used to attempt to monitor the performance of the senior lien on the associated properties, as the Company does not generally service both the 1^st and 2^nd loans in these instances. The result of this change in methodology resulted in an additional required formula allowance of $1,874,000. $1,596,000 of this additional requirement is specifically related to loans and lines of credit secured by junior liens on 1-4 family residential properties.

The third component of the allowances for originated and PNCI loan losses, 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 the originated and PNCI loan 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 originated and PNCI loans makes it impractical to re-grade every loan every quarter. Therefore, it is possible that some currently performing originated or PNCI 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, management considered the following:

•

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

•

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

•

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

•

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, and

•

with respect to the potential imprecision in the total Allowance for Loan Losses calculation, management previously included an unspecified reserve equal to 1.00% of the total allowance and reserve for unfunded commitments calculated. For the period ended March 31, 2012, this unspecified reserve was eliminated resulting in a reduction in allowances required of $425,000, and

•

with respect to loans that have not yet been identified as impaired, management considered the volume and severity of past due loans. This environmental consideration was added to the Company’s Allowance for Loan Losses methodology for the period ended March 31, 2012 and resulted in additional allowances required of $459,000.

Each of these considerations was assigned a factor and applied to a portion or the entire originated and PNCI loan portfolios. 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.

Acquired loans are valued as of acquisition date in accordance with Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) Topic 805, Business Combinations. Loans purchased with evidence of credit deterioration since origination for which it is probable that all contractually required payments will not be collected are referred to as purchased credit impaired (PCI) loans. PCI loans are accounted for under FASB ASC Topic 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality. In addition, because of the significant credit discounts associated with the loans acquired in the Granite acquisition, the Company elected to account for all loans acquired in the Granite acquisition under FASB ASC Topic 310-30, and classify them all as PCI loans. Under FASB ASC Topic 805 and FASB ASC Topic 310-30, PCI loans are recorded at fair value at acquisition date, factoring in credit losses expected to be incurred over the life of the loan. Accordingly, an allowance for loan losses is not carried over or recorded as of the acquisition date. Fair value is defined as the present value of the future estimated principal and interest payments of the loan, with the discount rate used in the present value calculation representing the estimated effective yield of the loan. The difference between contractual future payments and estimated future payments is referred to as the nonaccretable difference. The difference between estimated future payments and the present value of the estimated future payments is referred to as the accretable yield. The accretable yield represents the amount that is expected to be recorded as interest income over the remaining life of the loan. If after acquisition, the Company determines that the future cash flows of a PCI loan are expected to be more than the originally estimated, an increase in the discount rate (effective yield) would be made such that the newly increased accretable yield would be recognized, on a level yield basis, over the remaining estimated life of the loan. If after acquisition, the Company determines that the future cash flows of a PCI loan are expected to be less than the previously estimated, the discount rate would first be reduced until the present value of the reduced cash flow estimate equals the previous present value however, the discount rate may not be lowered below its original level. If the discount rate has been lowered to its original level and the present value has not been sufficiently lowered, an allowance for loan loss would be established through a provision for loan losses charged to expense to decrease the present value to the required level. If the estimated cash flows improve after an allowance has been established for a loan, the allowance may be partially or fully reversed depending on the improvement in the estimated cash flows. Only after the allowance has been fully reversed may the discount rate be increased. PCI loans are put on nonaccrual status when cash flows cannot be reasonably estimated. PCI loans are charged off when evidence suggests cash flows are not recoverable. Foreclosed assets from PCI loans are recorded in foreclosed assets at fair value with the fair value at time of foreclosure representing cash flow from the loan. ASC 310-30 allows PCI loans with similar risk characteristics and acquisition time frame to be “pooled” and have their cash flows aggregated as if they were one loan.

The Components of the Allowance for Loan Losses

The following table sets forth the Bank’s allowance for loan losses as of the dates indicated (in thousands):


	September 30,			December 31,
	2013			2012
Allowance for originated and PNCI loan losses:
Specific allowance	$	4,458		$	4,505
Formula allowance		25,006			29,314
Environmental factors allowance		5,644			3,919

Allowance for originated and PNCI loan losses		35,108			37,738
Allowance for PCI loan losses		4,232			4,910

Allowance for loan losses	$	39,340		$	42,648

Allowance for loan losses to loans		2.37	%		2.73	%

For additional information regarding the allowance for loan losses, including changes in specific, formula, and environmental factors allowance categories, see “Provision for Loan Losses” at “Results of Operations” and “Allowance for Loan Losses” above. Based on the current conditions of the loan portfolio, management believes that the $39,340,000 allowance for loan losses at September 30, 2013 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 the allocation of the allowance for loan losses between loan types as of the dates indicated:


	September 30,		December 31,
(In thousands)	2013		2012
Real estate mortgage	$	12,931	$	12,305
Consumer		19,459		23,461
Commercial		4,485		4,703
Real estate construction		2,465		2,179

Total allowance for loan losses	$	39,340	$	42,648

The following table summarizes the allocation of the allowance for loan losses between loan types as a percentage of the total allowance for loan losses as of the dates indicated:


	September 30,			December 31,
(In thousands)	2013			2012
Real estate mortgage		32.9	%		28.9	%
Consumer		49.4	%		55.0	%
Commercial		11.4	%		11.0	%
Real estate construction		6.3	%		5.1	%

Total allowance for loan losses		100.0	%		100.0	%

The following table summarizes the allocation of the allowance for loan losses as a percentage of the total loans for each loan category as of the dates indicated:


	September 30,			December 31,
(In thousands)	2013			2012
Real estate mortgage		1.19	%		1.22	%
Consumer		4.99	%		6.08	%
Commercial		3.36	%		3.47	%
Real estate construction		5.83	%		6.59	%

Total allowance for loan losses		2.37	%		2.73	%

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 (in thousands):


	Three months						Nine months
	ended September 30,						ended September 30,
	2013			2012			2013			2012
Allowance for loan losses:
Balance at beginning of period	$	39,599		$	45,849		$	42,648		$	45,914
Provision for loan losses		(393	)		532			(887	)		7,899
Loans charged off:
Real estate mortgage:
Residential		(4	)		(370	)		(46	)		(918	)
Commercial		(23	)		(340	)		(1,712	)		(2,008	)
Consumer:
Home equity lines		(331	)		(1,636	)		(1,843	)		(6,739	)
Home equity loans		(30	)		(12	)		(56	)		(170	)
Auto indirect		(9	)		(12	)		(67	)		(83	)
Other consumer		(239	)		(280	)		(724	)		(928	)
Commercial		(318	)		(625	)		(1,143	)		(1,202	)
Construction:
Residential		—			(93	)		(20	)		(362	)
Commercial		(31	)		—			(92	)		(68	)

Total loans charged off		(985	)		(3,368	)		(5,703	)		(12,478	)
Recoveries of previously charged-off loans:
Real estate mortgage:
Residential		154			—			345			27
Commercial		295			181			965			999
Consumer:
Home equity lines		304			160			809			307
Home equity loans		3			6			29			15
Auto indirect		34			72			180			171
Other consumer		199			211			601			653
Commercial		108			91			244			227
Construction:
Residential		2			412			63			412
Commercial		20			—			46			—

Total recoveries of previously charged off loans		1,119			1,133			3,282			2,811

Net charge-offs		134			(2,235	)		(2,421	)		(9,667	)

Balance at end of period	$	39,340		$	44,146		$	39,340		$	44,146

Reserve for unfunded commitments:
Balance at beginning of period	$	3,210		$	2,590		$	3,615		$	2,740
Provision for losses – unfunded commitments		(335	)		(35	)		(740	)		(185	)

Balance at end of period	$	2,875		$	2,555		$	2,875		$	2,555


	Three months						Nine months
	ended September 30,						ended September 30,
	2013			2012			2013			2012
Balance at end of period:
Allowance for loan losses	$	39,340		$	44,146		$	39,340		$	44,146
Reserve for unfunded commitments		2,875			2,555			2,875			2,555

Allowance for loan losses and Reserve for unfunded commitments	$	42,215		$	46,701		$	42,215		$	46,701

As a percentage of total loans at end of period:
Allowance for loan losses		2.37	%		2.80	%		2.37	%		2.80	%
Reserve for unfunded commitments		0.18	%		0.16	%		0.18	%		0.16	%

Allowance for loan losses and Reserve for unfunded commitments		2.55	%		2.96	%		2.55	%		2.96	%

Average total loans	$	1,635,506		$	1,573,816		$	1,597,736		$	1,545,277
Ratios (annualized):
Net (recoveries) charge-offs during period to average loans outstanding during period		(0.03	)%		0.57	%		0.20	%		0.83	%
(Benefit from) provision for loan losses to average loans outstanding		(0.10	)%		0.14	%		(0.07	)%		0.68	%

Foreclosed Assets, Net of Allowance for Losses

The following tables detail the components and summarize the activity in foreclosed assets, net of allowances for losses for the periods indicated (in thousands):


	Balance at				Advances/												Balance at
	September 30,		New		Capitalized					Valuation			Transfers		Category		June 30,
(In thousands):	2013		NPA		Costs		Sales			Adjustments			from Loans		Changes		2013
Noncovered:
Land & Construction	$	789		—		—	$	(552	)	$	(28	)		17		—	$	1,352
Residential real estate		1,206		—		—		(998	)		(19	)		601		—		1,622
Commercial real estate		961		—		—		(188	)		—			111		—		1,038

Total noncovered		2,956		—				(1,738	)		(47	)		729		—		4,012

Covered:
Land & Construction		674		—		—		—			—			142		—		532
Residential real estate		—		—		—		—			—			—		—		—
Commercial real estate		510		—		—		—			—			—		—		510

Total covered		1,184		—		—		—			—			142		—		1,042

Total foreclosed assets	$	4,140		—		—	$	(1,738	)	$	(47	)	$	871		—	$	5,054


	Balance at				Advances/												Balance at
	June 30,		New		Capitalized					Valuation			Transfers		Category		March 31,
(In thousands):	2013		NPA		Costs		Sales			Adjustments			from Loans		Changes		2013
Noncovered:
Land & Construction	$	1,352		—		—	$	(190	)	$	(35	)	$	28		—	$	1,549
Residential real estate		1,622		—		—		(784	)		(55	)		656		—		1,805
Commercial real estate		1,038		—		—		(476	)		(375	)		656		—		1,233

Total noncovered		4,012		—		—		(1,450	)		(465	)		1,340		—		4,587

Covered:
Land & Construction		532		—		—		—			—			87		—		445
Residential real estate		—		—		—		—			—			—		—		—
Commercial real estate		510		—		—		(502	)		(81	)		1		—		1,092

Total covered		1,042		—		—		(502	)		(81	)		88		—		1,537

Total foreclosed assets	$	5,054		—		—	$	(1,952	)	$	(546	)	$	1,428		—	$	6,124

Foreclosed Assets, Net of Allowance for Losses (continued)

The following tables detail the components and summarize the activity in foreclosed assets, net of allowances for losses for the periods indicated (in thousands):


	Balance at				Advances/												Balance at
	March 31,		New		Capitalized					Valuation			Transfers		Category		December,
(In thousands):	2013		NPA		Costs		Sales			Adjustments			from Loans		Changes		2012
Noncovered:
Land & Construction	$	1,549		—		—		(158	)	$	(3	)	$	34		—	$	1,676
Residential real estate		1,805		—		—		(657	)		(24	)		744		—		1,742
Commercial real estate		1,233		—		—		(6,001	)		—			4,695		—		2,539

Total noncovered		4,587		—		—		(6,816	)		(27	)		5,473		—		5,957

Covered:
Land & Construction		445		—		—		(267	)		—			—		—		712
Residential real estate		—		—		—		—			—			—		—		—
Commercial real estate		1,092		—		—					—			263		—		829

Total covered		1,537		—		—		(267	)		—			263		—		1,541

Total foreclosed assets	$	6,124		—		—	$	(7,083	)	$	(27	)	$	5,736		—	$	7,498

Premises and Equipment

Premises and equipment were comprised of:


	September 30,			December 31,
	2013			2012
	(In thousands)
Land & land improvements	$	5,922		$	5,929
Buildings		30,082			23,090
Furniture and equipment		27,590			25,877

		63,594			54,896
Less: Accumulated depreciation		(32,393	)		(32,101	)

		31,201			22,795
Construction in progress		45			4,190

Total premises and equipment	$	31,246		$	26,985

During the nine months ended September 30, 2013, premises and equipment increased $4,261,000 due to purchases of $6,771,000, that were partially offset by depreciation of $2,489,000 and disposals of premises and equipment with net book value of $21,000. Included in the $6,771,000 of purchases during the nine months ended September 30, 2013 is $5,576,000 related to the Company’s new campus and operations center in Chico, CA that began operations at the end of June 2013. As of September 30, 2013 the campus and operations center had a cost basis as follows: land & land improvements $450,000, building $8,405,000, and furniture and equipment $2,362,000.

Intangible Assets

Intangible assets were comprised of the following as of the dates indicated:


	September 30,		December 31,
	2013		2012
(In thousands)
Core-deposit intangible	$	935	$	1,092
Goodwill		15,519		15,519

Total intangible assets	$	16,454	$	16,611

The core-deposit intangible assets resulted from the Bank’s acquisitions of Citizens in 2011 and Granite in 2010. The goodwill intangible asset resulted from the North State National Bank acquisition in 2003. Amortization of core deposit intangible assets amounting to $157,000 and $157,000 were recorded during the nine months ended September 30, 2013 and 2012, respectively.

Deposits

Deposits at September 30, 2013 increased $3,609,000 (0.2%) from 2012 year-end balances to $2,293,311,000. Included in the September 30, 2013 and December 31, 2012 certificate of deposit balances is $5,000,000 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. Information on average deposit balances and average rates paid is included under the Net Interest Income section of this report. See Note 13 to the consolidated financial statements at Item 1 of Part I of this report for information about the Company’s deposits.

Long-Term Debt

See Note 16 to the consolidated financial statements at Item 1 of Part I of this report for information about the Company’s other borrowings, including long-term debt.

Junior Subordinated Debt

See Note 17 to the consolidated financial statements at Item 1 of Part I of this report for information about the Company’s junior subordinated debt.

Off-Balance Sheet Arrangements

See Note 18 to the consolidated financial statements at Item 1 of Part I of this report for information about the Company’s commitments and contingencies including off-balance-sheet arrangements.

Capital Resources

The current and projected capital position of the Company and the impact of capital plans and long-term strategies are reviewed regularly by Management.

The Company adopted and announced 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. The Company did not repurchase any shares during the three months ended March 31, 2013. This plan has no stated expiration date for the repurchases. As of June 30, 2013, the Company had repurchased 166,600 shares under this plan, which left 333,400 shares available for repurchase under the plan. Shares that are repurchased in accordance with the provisions of a Company stock option plan or equity compensation plan are not counted against the number of shares repurchased under the repurchase plan adopted on August 21, 2007.

The Company’s primary capital resource is shareholders’ equity, which was $245,452,000 at September 30, 2013. This amount represents an increase of $16,093,000 (7.0%) from December 31, 2012, the net result of comprehensive income for the period of $20,136,000, and the effect of stock option vesting, forfeitures and tax benefits of $1,183,000, and the exercise of stock options of $3,240,000, that were partially offset by dividends paid of $4,976,000, and the repurchase of common stock as it was tendered in lieu of cash to exercise stock options of $3,490,000. The Company’s ratio of equity to total assets was 9.33% and 8.79% as of September 30, 2013 and December 31, 2012, respectively.

The following summarizes the Company’s ratios of capital to risk-adjusted assets as of the dates indicated:


	As of			As			Minimum
	September 30,			December 31,			Regulatory
	2013			2012			Requirement
Total Capital		14.88	%		14.53	%		8.00	%
Tier I Capital		13.62	%		13.27	%		4.00	%
Leverage ratio		10.37	%		9.82	%		4.00	%

See Note 19 and Note 29 to the consolidated financial statements at Item 1 of Part I of this report for additional information about the Company’s capital resources.

On July 2, 2013, the Federal Reserve approved final rules that substantially amend the regulatory risk-based capital rules applicable to the Company and the Bank. The FDIC has subsequently approved these rules. The final rules were adopted following the issuance of proposed rules by the Federal Reserve in June 2012, and implement the “Basel III” regulatory capital reforms and changes required by the Dodd-Frank Act. “Basel III” refers to two consultative documents released by the Basel Committee on Banking Supervision in December 2009, the rules text released in December 2010, and loss absorbency rules issued in January 2011, which include significant changes to bank capital, leverage and liquidity requirements.

The rules include new risk-based capital and leverage ratios, which would be phased in from 2015 to 2019, and would refine the definition of what constitutes “capital” for purposes of calculating those ratios. The new minimum capital level requirements applicable to the Company and the Bank under the final rules would be: (i) a new common equity Tier 1 capital ratio of 4.5%; (ii) a Tier 1 capital ratio of 6% (increased from 4%); (iii) a total capital ratio of 8% (unchanged from current rules); and (iv) a Tier 1 leverage ratio of 4% for all institutions. The final rules also establish a “capital conservation buffer” above the new regulatory minimum capital requirements, which must consist entirely of common equity Tier 1 capital. The capital conservation buffer will be phased-in over four years beginning on January 1, 2016, as follows: the maximum buffer will be 0.625% of risk-weighted assets for 2016, 1.25% for 2017, 1.875% for 2018, and 2.5% for 2019 and thereafter. This will result in the following minimum ratios beginning in 2019: (i) a common equity Tier 1 capital ratio of 7.0%, (ii) a Tier 1 capital ratio of 8.5%, and (iii) a total capital ratio of 10.5%. Under the final rules, institutions are subject to limitations on paying dividends, engaging in share repurchases, and paying discretionary bonuses if its capital level falls below the buffer amount. These limitations establish a maximum percentage of eligible retained income that could be utilized for such actions.

Basel III provided discretion for regulators to impose an additional buffer, the “countercyclical buffer,” of up to 2.5% of common equity Tier 1 capital to take into account the macro-financial environment and periods of excessive credit growth. However, the final rules permit the countercyclical buffer to be applied only to “advanced approach banks” ( i.e., banks with $250 billion or more in total assets or $10 billion or more in total foreign exposures), which currently excludes the Company and the Bank. The final rules also implement revisions and clarifications consistent with Basel III regarding the various components of Tier 1 capital, including common equity, unrealized gains

and losses, as well as certain instruments that will no longer qualify as Tier 1 capital, some of which will be phased out over time. However, the final rules provide that small depository institution holding companies with less than $15 billion in total assets as of December 31, 2009 (which includes the Company) will be able to permanently include non-qualifying instruments that were issued and included in Tier 1 or Tier 2 capital prior to May 19, 2010 in additional Tier 1 or Tier 2 capital until they redeem such instruments or until the instruments mature.

The final rules also contain revisions to the prompt corrective action framework, which is designed to place restrictions on insured depository institutions, including the Bank, if their capital levels begin to show signs of weakness. These revisions take effect January 1, 2015. Under the prompt corrective action requirements, which are designed to complement the capital conservation buffer, insured depository institutions will be required to meet the following increased capital level requirements in order to qualify as “well capitalized:” (i) a new common equity Tier 1 capital ratio of 6.5%; (ii) a Tier 1 capital ratio of 8% (increased from 6%); (iii) a total capital ratio of 10% (unchanged from current rules); and (iv) a Tier 1 leverage ratio of 5% (increased from 4%).

The final rules set forth certain changes for the calculation of risk-weighted assets, which we will be required to utilize beginning January 1, 2015. The standardized approach final rule utilizes an increased number of credit risk exposure categories and risk weights, and also addresses: (i) an alternative standard of creditworthiness consistent with Section 939A of the Dodd-Frank Act Act; (ii) revisions to recognition of credit risk mitigation; (iii) rules for risk weighting of equity exposures and past due loans; (iv) revised capital treatment for derivatives and repo-style transactions; and (v) disclosure requirements for top-tier banking organizations with $50 billion or more in total assets that are not subject to the “advance approach rules” that apply to banks with greater than $250 billion in consolidated assets. Based on our current capital composition and levels, we believe that we would be in compliance with the requirements as set forth in the final rules if they were presently in effect.

Liquidity

The Bank’s principal source of asset liquidity is cash at Federal Reserve and other banks and marketable investment securities available for sale. At September 30, 2013, cash at Federal Reserve and other banks in excess of reserve requirements and investment securities available for sale totaled $622,610,000, representing a decrease of $257,722,000 (29.3%) from December 31, 2012. This decrease in cash and securities available for sale is due mainly to increases in investments held to maturity and loans during the nine months ended September 30, 2013. In addition, the Company generates additional liquidity from its operating activities. The Company’s profitability during the first nine months of 2013 generated cash flows from operations of $33,632,000 compared to $30,762,000 during the first nine months of 2012. Maturities of investment securities produced cash inflows of $45,397,000 during the nine months ended September 30, 2013 compared to $58,395,000 for the nine months ended September 30, 2012. During the nine months ended September 30, 2013, the Company invested in securities totaling $194,942,000 and loans totaling $102,684,000 net of loan principal reductions, compared to no investments in securities and $40,098,000 of net loan principal increases, respectively, during the first nine months of 2012. Proceeds from the sale of foreclosed assets accounted for $12,252,000 and $11,281,000 of investing sources of funds during the nine months ended September 30, 2013 and 2012, respectively. These changes in investment and loan balances, and proceeds from sale of foreclosed assets, contributed to net cash used by investing activities of $245,549,000 during the nine months ended September 30, 2013, compared to net cash provided by investing activities of $10,819,000 during the nine months ended September 30, 2012. Financing activities provided net cash of $4,168,000 during the nine months ended September 30, 2013, compared to net cash used by financing activities of $56,362,000 during the nine months ended September 30, 2012. Deposit balance increases accounted for $3,609,000 of financing sources of funds during the nine months ended September 30, 2013, compared to $11,103,000 of financing sources of funds during the nine months ended September 30, 2012. A net increases in other borrowings accounted for $5,429,000 of financing sources of funds during the nine months ended September 30, 2013, compared to a net decrease in other borrowings that accounted $63,277,000 of financing uses of funds during the nine months ended September 30, 2012. Dividends paid used $4,976,000 and $4,317,000 of cash during the nine months ended September 30, 2013 and 2012, respectively. The Company’s liquidity is dependent on dividends received from the Bank. Dividends from the Bank are subject to certain regulatory restrictions.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Our assessment of market risk as of September 30, 2013 indicates there are no material changes in the quantitative and qualitative disclosures from those in our Annual Report on Form 10-K for the year ended December 31, 2012.

Item 4. Controls and Procedures

The Company’s management, including its Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of the Company’s disclosure controls and procedures as of September 30, 2013. Disclosure controls and procedures, as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are controls and procedures designed to reasonably assure that information required to be disclosed in the Company’s reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported on a timely basis. Disclosure controls are also designed to reasonably assure that such information is accumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2013.

During the nine months ended September 30, 2013, there were no changes in our internal controls or in other factors that have materially affected or are reasonably likely to materially affect our internal controls over financial reporting.

PART II – OTHER INFORMATION

Item 1 – Legal Proceedings

Due to the nature of our business, we are involved in legal proceedings that arise in the ordinary course of our business. While the outcome of these matters is currently not determinable, we do not expect that the ultimate costs to resolve these matters will have a material adverse effect on our consolidated financial position, results of operations, or cash flows.

See Note 18, to the consolidated financial statements at Item 1 of Part I of this report, for a discussion of the Company’s involvement in litigation.

Item 1A – Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed under “Part I—Item 1A—Risk Factors” in our Form 10-K for the year ended December 31, 2012 which are incorporated by reference herein. These factors could materially adversely affect our business, financial condition, liquidity, results of operations and capital position, and could cause our actual results to differ materially from our historical results or the results contemplated by the forward-looking statements contained in this report.

Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds

The following table shows information concerning the common stock repurchased by the Company during the three months ended September 30, 2013 pursuant to the Company’s stock repurchase plan adopted on August 21, 2007, which is discussed in more detail under “Capital Resources” in this report and is incorporated herein by reference:


Period	(a) Total number		(b) Average price		(c) Total number of		(d) Maximum number
	of shares purchased		paid per share		shares purchased as		of shares that may yet
					part of publicly		be purchased under the
					announced plans or		plans or programs
					programs
Jul. 1-31, 2013		—		—		—		333,400
Aug. 1-31, 2013		—		—		—		333,400
Sep. 1-30, 2013		—		—		—		333,400

Total		—		—		—		333,400

Item 6 – Exhibits



2.1		Purchase and Assumption Agreement Whole Bank All Deposits, among the Federal Deposit Insurance Corporation, receiver of Granite Community Bank, N.A., Granite Bay, California, the Federal Deposit Insurance Corporation and Tri Counties Bank, dated as of May 28, 2010, and related addendum filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed June 3, 2010.

2.2		Purchase and Assumption Agreement Whole Bank All Deposits, among the Federal Deposit Insurance Corporation, receiver of Citizens Bank of Northern California, Nevada City, California, the Federal Deposit Insurance Corporation and Tri Counties Bank, dated as of September 23, 2011, and related addendum, filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed September 27, 2011.

3.1		Restated Articles of Incorporation, filed as Exhibit 3.1 to TriCo’s Current Report on Form 8-K filed on March 16, 2009.

3.2		Bylaws of TriCo Bancshares, as amended, filed as Exhibit 3.1 to TriCo’s Current Report on Form 8-K filed February 17, 2011.

4.1		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.

4.2		Rights Agreement dated as of June 25, 2001 between TriCo Bancshares and Mellon Investor Services LLC (incorporated by reference to Exhibit 1 to Registration Statement on Form 8-A filed on July 5, 2001).

Item 6 – Exhibits (continued)



4.3		Amendment to Rights Agreement dated as of July 8, 2011 between TriCo Bancshares and BNY Mellon Investor Services LLC (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on July 8, 2011).

4.4		Amended and Restated Form of Right Certificate (incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K filed on July 8, 2011).

10.2*		Form of Change of Control Agreement dated as of July 17, 2013, between TriCo, Tri Counties Bank and each of Dan Bailey, Bruce Belton, Craig Carney, Richard O’Sullivan, Thomas Reddish, and Ray Rios (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on July 23, 2013).

10.5*		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).

10.6*		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.

10.7*		TriCo’s 2009 Equity Incentive plan, as amended, filed as Exhibit 10.2 to TriCo’s Form 8-K filed April 3, 2013.

10.8*		Amended Employment Agreement between TriCo and Richard Smith dated as of March 28, 2013 filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed April 3, 2013.

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 filed as Exhibit 10.11 to TriCo’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005.

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 filed as Exhibit 10.15 to TriCo’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004.

10.17*		Form of Joint Beneficiary Agreement effective March 31, 2003 between Tri Counties Bank and each of George Barstow, 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, William Casey, Craig Compton, John Hasbrook, Michael Koehnen, Donald Murphy, Carroll Taresh, and Alex Vereschagin, 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 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, 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 and each of its directors and executive officers, filed as Exhibit 10.1 to TriCo’s Form 8-K filed September 10, 2013.

10.22*		Form of Indemnification Agreement between Tri Counties Bank and each of its directors and executive officers, filed as Exhibit 10.2 to TriCo’s Form 8-K filed September 10, 2013.

21.1		Tri Counties Bank, a California banking corporation, TriCo Capital Trust I, a Delaware business trust, and TriCo Capital Trust II, a Delaware business trust, are the only subsidiaries of Registrant.

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

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

*	Management contract or compensatory plan or arrangement

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 hereunto duly authorized.


		TRICO BANCSHARES
		(Registrant)

Date: November 8, 2013		/s/ Thomas J. Reddish
		Thomas J. Reddish
		Executive Vice President and Chief Financial Officer
		(Duly authorized officer and principal financial officer)