Edgar Filing: TRICO BANCSHARES /

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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: June 30, 2015

¨	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: 22,749,523 shares outstanding as of July 24, 2015

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		48

Item 3 – Quantitative and Qualitative Disclosures about Market Risk		70

Item 4 – Controls and Procedures		70

PART II – OTHER INFORMATION		71

Item 1 – Legal Proceedings		71

Item 1A – Risk Factors		71

Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds		71

Item 6 – Exhibits		72

Signatures		74

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, 2014 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 in their entirety 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 (unaudited)

TRICO BANCSHARES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data; unaudited)


	At June 30, 2015			At December 31, 2014
	(in thousands, except share data)
Assets:
Cash and due from banks	$	92,234		$	93,150
Cash at Federal Reserve and other banks		77,269			517,578

Cash and cash equivalents		169,503			610,728
Investment securities:
Available for sale		284,430			83,205
Held to maturity		776,283			676,426
Restricted equity securities		16,956			16,956
Loans held for sale		4,630			3,579
Loans		2,393,762			2,282,524
Allowance for loan losses		(35,455	)		(36,585	)

Total loans, net		2,358,307			2,245,939
Foreclosed assets, net		5,393			4,894
Premises and equipment, net		42,056			43,493
Cash value of life insurance		93,687			92,337
Accrued interest receivable		10,064			9,275
Goodwill		63,462			63,462
Other intangible assets, net		6,473			7,051
Mortgage servicing rights		7,814			7,378
Other assets		54,797			51,735

Total assets	$	3,893,855		$	3,916,458

Liabilities and Shareholders’ Equity:
Liabilities:
Deposits:
Noninterest-bearing demand	$	1,060,650		$	1,083,900
Interest-bearing		2,281,032			2,296,523

Total deposits		3,341,682			3,380,423
Accrued interest payable		797			978
Reserve for unfunded commitments		2,125			2,145
Other liabilities		55,003			49,192
Other borrowings		6,735			9,276
Junior subordinated debt		56,369			56,272

Total liabilities		3,462,711			3,498,286

Commitments and contingencies (Note 18)
Shareholders’ equity:
Common stock, no par value: 50,000,000 shares authorized; issued and outstanding:
22,749,523 at June 30, 2015		245,965
22,714,964 at December 31, 2014					244,318
Retained earnings		189,905			176,057
Accumulated other comprehensive loss, net of tax		(4,726	)		(2,203	)

Total shareholders’ equity		431,144			418,172

Total liabilities and shareholders’ equity	$	3,893,855		$	3,916,458

The accompanying notes are an integral part of these consolidated financial statements.

TRICO BANCSHARES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share data; unaudited)


	Three months ended June 30,					Six months ended June 30,
	2015			2014		2015			2014
Interest and dividend income:
Loans, including fees	$	32,019		$	24,433	$	63,184		$	48,171
Investment securities:
Taxable		6,403			3,440		12,202			6,262
Tax exempt		324			117		485			253
Dividends		977			154		1,313			308
Interest bearing cash at
Federal Reserve and other banks		144			274		408			583

Total interest and dividend income		39,867			28,418		77,592			55,577

Interest expense:
Deposits		854			768		1,753			1,550
Other borrowings		1			1		2			2
Junior subordinated debt		491			306		973			610

Total interest expense		1,346			1,075		2,728			2,162

Net interest income		38,521			27,343		74,864			53,415
(Benefit from) provision for loan losses		(633	)		1,708		(436	)		353

Net interest income after provision for (benefit from) loan losses		39,154			25,635		75,300			53,062

Noninterest income:
Service charges and fees		8,848			5,519		16,192			10,981
Gain on sale of loans		837			514		1,459			978
Commissions on sale of non-deposit investment products		784			843		1,749			1,614
Increase in cash value of life insurance		675			400		1,350			797
Other		936			601		1,510			1,802

Total noninterest income		12,080			7,877		22,260			16,172

Noninterest expense:
Salaries and related benefits		17,242			13,317		35,342			26,620
Other		15,194			11,799		29,376			21,813

Total noninterest expense		32,436			25,116		64,718			48,433

Income before income taxes		18,798			8,396		32,842			20,801

Provision for income taxes		7,432			3,537		13,140			8,577

Net income	$	11,366		$	4,859	$	19,702		$	12,224

Earnings per share:
Basic	$	0.50		$	0.30	$	0.87		$	0.76
Diluted	$	0.49		$	0.30	$	0.86		$	0.75

See accompanying notes to unaudited condensed consolidated financial statements.

TRICO BANCSHARES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands; unaudited)


	Three months ended June 30,					Six months ended June 30,
	2015			2014		2015			2014
Net income	$	11,366		$	4,859	$	19,702		$	12,224
Other comprehensive (loss) income, net of tax:
Unrealized (losses) gains on available for sale securities arising during the period		(2,754	)		381		(2,745	)		321
Change in minimum pension liability		111			5		222			10

Other comprehensive (loss) income		(2,643	)		386		(2,523	)		331

Comprehensive income	$	8,723		$	5,245	$	17,179		$	12,555

See accompanying notes to unaudited condensed consolidated financial statements.

TRICO BANCSHARES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

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


	Shares of Common Stock			Common Stock			Retained Earnings			Accumulated Other Comprehensive Income (loss)			Total
Balance at December 31, 2013		16,076,662		$	89,356		$	159,733		$	1,857		$	250,946
Net income								12,224						12,224
Other comprehensive loss											331			331
Stock option vesting					534									534
Stock options exercised		160,020			2,786									2,786
Tax benefit of stock options exercised					220									220
Repurchase of common stock		(103,268	)		(574	)		(1,977	)					(2,551	)
Dividends paid ($0.22 per share)								(3,547	)					(3,547	)

Balance at June 30, 2014		16,133,414		$	92,322		$	166,433		$	2,188		$	260,943

Balance at December 31, 2014		22,714,964		$	244,318		$	176,057		$	(2,203	)	$	418,172
Net income								19,702						19,702
Other comprehensive income											(2,523	)		(2,523	)
Stock option vesting					419									419
RSU vesting					202									202
PSU vesting					77									77
Stock options exercised		64,000			1,236									1,236
Tax benefit of stock options exercised					30									30
Repurchase of common stock		(29,441	)		(317	)		(381	)					(698	)
Dividends paid ($0.24 per share)								(5,473	)					(5,473	)

Balance at June 30, 2015		22,749,523		$	245,965		$	189,905		$	(4,726	)	$	431,144

See accompanying notes to unaudited condensed consolidated financial statements.

TRICO BANCSHARES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands; unaudited)


	For the six months ended June 30,
	2015			2014
Operating activities:
Net income	$	19,702		$	12,224
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of premises and equipment, and amortization		3,090			2,704
Amortization of intangible assets		578			104
(Benefit from) provision for loan losses		(436	)		353
Amortization of investment securities premium, net		1,645			349
Originations of loans for resale		(55,669	)		(31,032	)
Proceeds from sale of loans originated for resale		55,656			32,333
Gain on sale of loans		(1,459	)		(978	)
Change in market value of mortgage servicing rights		(15	)		532
Provision for losses on foreclosed assets		241			40
Gain on sale of foreclosed assets		(426	)		(1,468	)
Loss (gain) on disposal of fixed assets		83			(70	)
Increase in cash value of life insurance		(1,350	)		(797	)
Equity compensation vesting expense		698			534
Stock option excess tax benefits		(30	)		(220	)
Change in:
Reserve for unfunded commitments		(20	)		(370	)
Interest receivable		(789	)		(492	)
Interest payable		(181	)		(89	)
Other assets and liabilities, net		4,249			(2,256	)

Net cash from operating activities		25,567			11,401

Investing activities:
Proceeds from maturities of securities available for sale		13,941			13,464
Proceeds from maturities of securities held to maturity		45,078			9,548
Purchases of securities available for sale		(220,383	)		—
Purchases of securities held to maturity		(146,100	)		(191,673	)
Purchase of restricted equity securities		—			(2,419	)
Loan origination and principal collections, net		(112,372	)		(49,635	)
Loans purchased		—			(19,690	)
Improvement of foreclosed assets		(511	)		(462	)
Proceeds from sale of other real estate owned		1,033			6,483
Proceeds from sale of premises and equipment		2			120
Purchases of premises and equipment		(1,293	)		(2,483	)

Net cash used by investing activities		(420,605	)		(236,747	)

Financing activities:
Net decrease in deposits		(38,741	)		(25,287	)
Net change in other borrowings		(2,541	)		(260	)
Stock option excess tax benefits		30			220
Repurchase of common stock		(31	)		(292	)
Dividends paid		(5,473	)		(3,547	)
Exercise of stock options		569			527

Net cash used by financing activities		(46,187	)		(28,639	)

Net change in cash and cash equivalents		(441,225	)		(253,985	)

Cash and cash equivalents and beginning of year		610,728			598,368

Cash and cash equivalents at end of period	$	169,503		$	344,383

Supplemental disclosure of noncash activities:
Unrealized (loss) gain on securities available for sale	$	(4,737	)	$	553
Loans transferred to foreclosed assets	$	1,649		$	4,116
Market value of shares tendered in-lieu of cash to pay for exercise of options and/or related taxes	$	667		$	2,259
Supplemental disclosure of cash flow activity:
Cash paid for interest expense	$	2,909		$	2,251
Cash paid for income taxes	$	7,395		$	11,500

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 and Basis of Presentation

TriCo Bancshares (the “Company”) is a California corporation organized to act as a bank holding company for Tri Counties Bank (the “Bank”). The Company and the Bank are headquartered in Chico, California. The Bank is a California-chartered bank that is engaged in the general commercial banking business in 26 California counties. Tri Counties Bank currently operates from 57 traditional branches and 16 in-store branches. The Company has five capital subsidiary business trusts (collectively, the Capital Trusts) that issued trust preferred securities, including two organized by TriCo and three acquired with the acquisition of North Valley Bancorp. See Note 17 – Junior Subordinated Debt.

The 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 2014 Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 13, 2015. Operating results for the three and six months ended June 30, 2014 do not include the operating results of North Valley Bancorp, which the Company acquired on October 3, 2014.

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. The Capital Trusts 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 six months ended June 30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015. Certain amounts in the consolidated financial statements for the year ended December 31, 2014 and for the three and six months ended June 30, 2014 may have been reclassified to conform to the presentation of the condensed consolidated financial statements in 2015.

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. The Company evaluates its estimates on an on-going basis. 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.

As described in Note 2, the Company acquired North Valley Bancorp on October 3, 2014. 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 acquisition. 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. Land and building were valued based on appraised values. 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 six months ended June 30, 2015, and the year ended December 31, 2014, the Company did not have any securities classified as trading.

Note 1 – Summary of Significant Accounting Policies (continued)

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 six months ended June 30, 2015 or the year ended December 31, 2014.

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 incurred 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.

Note 1 – Summary of Significant Accounting Policies (continued)

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 probable incurred 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, 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, 2014, the Company modified its methodology used to determine the allowance for changing environmental factors by adding a new environmental factor based on the California Home Affordability Index (“CHAI”). The CHAI measures the percentage of households in California that can afford to purchase the median priced home in California based on current home prices and mortgage interest rates. The use of the CHAI environmental factor consists of comparing the current CHAI to its historical baseline, and allows management to consider the adverse impact that a lower than historical CHAI may have on general economic activity and the performance of our borrowers. Based on an analysis of historical data, management believes this environmental factor gives a better estimate of current economic activity compared to other environmental factors that may lag current economic activity to some extent. This change in methodology resulted in no change to the allowance for loan losses as of March 31, 2014 compared to what it would have been without this change in methodology.

During the three months ended June 30, 2014, the Company refined the method it uses to evaluate historical losses for the purpose of estimating the pool allowance for unimpaired loans. In the third quarter of 2010, the Company moved from a six point grading system (Grades A-F) to a nine point risk rating system (Risk Ratings 1-9), primarily to allow for more distinction within the “Pass” risk rating. Initially, there was not sufficient loss experience within the nine point scale to complete a migration analysis for all nine risk ratings, all loans risk rated Pass or 2-5 were grouped together, a loss rate was calculated for that group, and that loss rate was established as the loss rate for risk rating 4. The reserve ratios for risk ratings 2, 3 and 5 were then interpolated from that figure. As of June 30, 2014, the Company was able to compile twelve quarters of historical loss information for all risk ratings and use that information to calculate the loss rates for each of the nine risk ratings without interpolation. This refinement led to an increase of $1,438,000 in the reserve requirement for unimpaired loans, driven primarily by home equity lines of credit with a risk rating of 5 or “Pass-Watch.”

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

Note 1 – Summary of Significant Accounting Policies (continued)

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. The Company refers to PCI loans on nonaccrual status that are accounted for using the cash basis method of income recognition as “PCI – cash basis” loans; and the Company refers to all other PCI loans as “PCI – other” loans 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, N.A. (“Granite”) during 2010 and Citizens Bank of Northern California (“Citizens”) during 2011.

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 acquisition. 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.

Throughout these financial statements, and in particular in 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.

When referring to PNCI and PCI loans we 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. Any write-downs based on the asset’s fair value less costs to sell at the date of acquisition are charged to the allowance for loan and lease losses. Any recoveries based on the asset’s fair value less estimated costs to sell in excess of the recorded value of the loan at the date of acquisition are recorded to the allowance for loan and lease losses. 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.

Note 1 – Summary of Significant Accounting Policies (continued)

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, 2014 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 and commercial 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.

The Company accounts 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/Liability

The Company accounts for amounts receivable or payable under its loss-share agreements entered into with the FDIC in connection with its purchase and assumption of certain assets and liabilities of Granite 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 or pay to 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.

Note 1 – Summary of Significant Accounting Policies (continued)

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.

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 ASU No. 2014-04, Receivables (Topic 310): Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure. ASU 2014-04 clarifies when an in substance repossession or foreclosure occurs, that is, when a creditor should be considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan such that the loan receivable should be derecognized and the real estate property recognized. ASU 2014-04 became effective for the Company on January 1, 2015, and did not have a significant impact on the Company’s consolidated financial statements.

FASB issued ASU No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. ASU 2014-08 improves the definition of discontinued operations by limiting discontinued operations reporting to disposals of components of an entity that represent strategic shifts that have (or will have) a major effect on an entity’s operations and financial results. ASU 2014-08 requires expanded disclosures for discontinued operations that provide users of financial statements with more information about the assets, liabilities, revenues, and expenses of discontinued operations. ASU 2014-08 also requires an entity to disclose the pretax profit or loss of an individually significant component of an entity that does not qualify for discontinued operations reporting, and provide users with information about the financial effects of significant disposals that do not qualify for discontinued operations reporting. The amendments in ASU 2014-08 include several changes to the Accounting Standards Codification to improve the organization and readability of Subtopic 205-20 and Subtopic 360-10, Property, Plant, and Equipment—Overall. ASU 2014-08 is effective for public business entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2014. ASU 2014-08 became effective for the Company on January 1, 2015, and did not have a significant impact on the Company’s consolidated financial statements.

FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). The core principle of the guidance under ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 is effective for a public entity for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted. ASU 2014-09 is not expected to have a significant impact on the Company’s consolidated financial statements.

FASB issued ASU No. 2014-11, Transfers and Servicing (Topic 860): Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures. ASU 2014-11 requires that repurchase-to-maturity transactions be accounted for as secured borrowings consistent with the accounting for other repurchase agreements. In addition, ASU 2014-11 requires separate accounting for repurchase financings, which entails the transfer of a financial asset executed contemporaneously with a repurchase agreement with the same counterparty. ASU 2014-11 requires entities to disclose certain information about transfers accounted for as sales in transactions that are economically similar to repurchase agreements. In addition, ASU 2014-11 requires disclosures related to collateral, remaining contractual tenor and of the potential risks associated with repurchase agreements, securities lending transactions and repurchase-to-maturity transactions. ASU 2014-11 became effective for the Company on January 1, 2015, and did not have a significant impact on the Company’s consolidated financial statements.

Note 1 – Summary of Significant Accounting Policies (continued)

FASB issued ASU No. 2014-12, Compensation—Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved After the Requisite Service Period. ASU 2014-12 requires that a performance target that affects the vesting of a share-based payment award and that could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in Topic 718 as it relates to awards with performance conditions that affect vesting to account for such awards. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. Compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest. The requisite service period ends when the employee can cease rendering service and still be eligible to vest in the award if the performance target is achieved. The stated vesting period (which includes the period in which the performance target could be achieved) may differ from the requisite service period. Current U.S. GAAP does not contain explicit guidance on whether to treat a performance target that could be achieved after the requisite service period as a performance condition that affects vesting or as a nonvesting condition that affects the grant-date fair value of an award. ASU 2014-12 provides explicit guidance for those awards. For all entities, ASU 2014-12 is effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. The Company has elected to not adopt ASU 2014-12 early.

FASB issued ASU No. 2014-14, Receivables—Troubled Debt Restructurings by Creditors (Topic 310): Classification of Certain Government Mortgage Loans upon Foreclosure. ASU 2014-14 requires that a mortgage loan be derecognized and that a separate other receivable be recognized upon foreclosure if the following conditions are met: 1) the loan has a government guarantee that is not separable from the loan before foreclosure, 2) at the time of foreclosure, the creditor has the intent to convey the real estate property to the guarantor and make a claim on the guarantee, and the creditor has the ability to recover under that claim, and 3) at the time of foreclosure, any amount of the claim that is determined on the basis of the fair value of the real estate is fixed. Upon foreclosure, the separate other receivable should be measured based on the amount of the loan balance (principal and interest) expected to be recovered from the guarantor. ASU 2014-14 became effective for the Company on January 1, 2015, and did not have a significant impact on the Company’s consolidated financial statements.

Note 2 - Business Combinations

TriCo completed its acquisition of North Valley Bancorp on October 3, 2014. Based on a fixed exchange ratio of 0.9433 shares of TriCo common stock for each share of North Valley Bancorp common stock, North Valley Bancorp shareholders received an aggregate of 6,575,550 shares of TriCo common stock and $6,823 of cash in-lieu of fractional shares. The 6,575,550 shares of TriCo common stock issued to North Valley Bancorp shareholders represented, on a pro forma basis, approximately 28.9% of the 22,714,964 shares of the combined company outstanding on October 3, 2014. Based on TriCo’s closing stock price of $23.01 on October 3, 2014, North Valley Bancorp shareholders received consideration valued at $151,310,000 or approximately $21.71 per share of North Valley common stock outstanding.

The acquisition of North Valley Bancorp expanded the Company’s market presence in Northern California. The customer base and locations of North Valley Bancorp’s branches had significant overlap with the Company’s then existing Northern California customer base and branch locations creating potential cost savings and future growth potential. With the levels of excess capital at the time, the acquisitions fit well into the Company’s growth strategy.

North Valley Bancorp, was headquartered in Redding, California, and was the parent of North Valley Bank that had approximately $935 million in assets and 22 commercial banking offices in Shasta, Humboldt, Del Norte, Mendocino, Yolo, Sonoma, Placer and Trinity Counties in Northern California at June 30, 2014. In connection with the acquisition, North Valley Bank was merged into Tri Counties Bank on October 3, 2014.

On October 25, 2014, North Valley Bank’s electronic customer service and other data processing systems were converted into Tri Counties Bank’s systems. Between January 7, 2015 and January 21, 2015, four Tri Counties Bank branches and four former North Valley Bank branches were consolidated into other Tri Counties Bank or other former North Valley Bank branches.

Beginning on October 4, 2014, the effect of revenue and expenses from the operations of North Valley Bancorp, and the issuance of TriCo common shares as consideration in the merger are included in the results of the Company.

The assets acquired and liabilities assumed from North Valley Bancorp were accounted for in accordance with ASC 805 “Business Combinations,” using the acquisition method of accounting and were recorded at their estimated fair values on the October 3, 2014 acquisition date, and its results of operations are included in the Company’s consolidated statements of income since that date. These fair value estimates are considered provisional, as additional analysis will be performed on certain assets and liabilities in which fair values are primarily determined through the use of inputs that are not observable from market-based information. Management may further adjust the provisional fair values for a period of up to one year from the date of the acquisition. The excess of the fair value of consideration transferred over total identifiable net assets was recorded as goodwill. The goodwill arising from the acquisition consists largely of the synergies and economies of scale expected from combining the operations of the Company and North Valley Bancorp. None of the goodwill is deductible for income tax purposes as the acquisition was accounted for as a tax-free exchange. The assets and liabilities that continue to be provisional include loans, intangible assets, OREO, deferred tax assets, accrued assets and liabilities, and the residual effects that the adjustments would have on goodwill.

Note 2 - Business Combinations (continued)

The following table discloses the calculation of the fair value of consideration transferred, the total identifiable net assets acquired and the resulting goodwill relating to the North Valley Bancorp acquisition:


(in thousands)	North Valley Bancorp October 3, 2014
Fair value of consideration transferred:
Fair value of shares issued	$	151,303
Cash consideration		7

Total fair value of consideration transferred		151,310

Asset acquired:
Cash and cash equivalents		141,412
Securities available for sale		17,288
Securities held to maturity		189,950
Restricted equity securities		5,378
Loans		499,327
Foreclosed assets		695
Premises and equipment		11,936
Cash value of life insurance		38,075
Core deposit intangible		6,614
Other assets		20,064

Total assets acquired		930,739

Liabilities assumed:
Deposits		801,956
Other liabilities		10,429
Junior subordinated debt		14,987

Total liabilities assumed		827,372

Total net assets acquired		103,367

Goodwill recognized	$	47,943

A summary of the estimated fair value adjustments resulting in the goodwill recorded in the North Valley Bancorp acquisition are presented below:


(in thousands)	North Valley Bancorp October 3, 2014
Value of stock consideration paid to
North Valley Bancorp Shareholders	$	151,303
Cash payments to North
Valley Bancorp Shareholders		7
Cost basis net assets acquired		(98,040	)
Fair value adjustments:
Loans		5,832
Premises and Equipment		(4,785	)
Core deposit intangible		(6,283	)
Deferred income taxes		6,293
Junior subordinated debt		(6,664	)
Other		280

Goodwill	$	47,943

The Company recorded the loan portfolio of North Valley Bancorp at fair value at the date of acquisition. A valuation of North Valley Bancorp’s loan portfolio was performed as of the acquisition date to assess the fair value of the loan portfolio. The North Valley Bancorp loan portfolio was segmented into two groups; loans with credit deterioration (PCI loans) and loans without credit deterioration (PNCI). For North Valley Bancorp PNCI loans, the present value of estimated future cash flows, based primarily on contractual cash flows, was used to determine fair value. For North Valley Bancorp PCI loans, the present value of estimated future cash flows, based primarily on liquidation value of collateral, was used to determine fair value.

The Company grouped the North Valley Bancorp PNCI loans into pools based on similar loan characteristics such as loan type, payment amortization method, and fixed or variable interest rates. A discounted cash flow schedule was prepared for each pool in which the present value of all estimated future cash flows was calculated using a specifically calculated discount rate for each pool. The discount rate used to estimate the fair value of each loan pool was composed of the sum of: an estimated cost of funds rate, an estimated capital charge reflecting the market participant required return on capital, estimated loan servicing costs, and a liquidity premium. All PNCI loan pools included some estimate regarding prepayment rates, and estimated principal default and loss rates, based primarily on North Valley Bancorp’s historical loss experience. The difference between the sum of recorded balances of the North Valley Bancorp PNCI loans in each pool and the present value of each pool represented the total discount (if the recorded value exceeded the present value) or premium (if the present value exceeded the recorded value) for each pool. The total discount, or premium, for each pool was then allocated to the individual loans within each pool based on outstanding loan balance, individual loan risk rating as compared to the weighted average risk rating of the pool, and the contractual payments remaining for the individual loan as compared to the pool.

Note 2 - Business Combinations (continued)

The Company valued the North Valley Bancorp PCI loans at fair value on an individual basis. A discounted cash flow schedule was prepared for each loan in which the present value of all future estimated cash flows was calculated using a specifically calculated discount rate, estimated liquidation value and estimated liquidation timing for each loan. The discount rate used in the calculation of the present value of North Valley Bancorp PCI loans was composed of the sum of: an estimated cost of funds rate, an estimated capital charge reflecting the market participant required return on capital, estimated loan servicing costs, and a liquidity premium. The difference between the recorded balance and the present value of each North Valley Bancorp PCI loan represented the discount for each PCI loan. All North Valley Bancorp PCI loans had recorded values in excess of their present value of estimated future cash flows.

The Company identified the North Valley Bancorp PCI loans as having cash flows that were not reasonably estimable and placed these loans in nonaccrual status under ASC 310-30 and included them in the category of loans the Company refers to as “PCI – other” loans.

The following table presents the cost basis, fair value discount, and fair value of loans acquired from North Valley Bancorp on October 3, 2014:


	North Valley Bancorp Acquired Loans October 3, 2014
(in thousands)	Cost Basis		Discount			Fair Value
PNCI	$	502,637	$	(12,721	)	$	489,916
PCI – other		11,488		(2,077	)		9,411

Total	$	514,125	$	(14,798	)	$	499,327

Although the discount on PNCI loans is completely accretable to interest income over the remaining life of such loans, the discount on PCI – other loans from the North Valley Bancorp acquisition are not accretable into interest income until the loan principal balance has been reduced to the loan’s fair value recorded at acquisition. This method of accounting for the PCI – other loans from the North Valley Bancorp acquisition is often referred to as the “cost recovery” method of income recognition.

The following table presents a reconciliation of the undiscounted contractual cash flows, nonaccretable difference, accretable yield, fair value, purchase discount, and principal balance of loans for the PNCI and PCI - other categories of North Valley Bancorp loans as of the acquisition date. For North Valley Bancorp PCI – other loans, the purchase discount does not necessarily represent cash flows to be collected:


	North Valley Bancorp Loans – October 3, 2014
(in thousands)	PNCI			PCI - other			Total
Undiscounted contractual cash flows	$	718,731		$	15,706		$	734,437
Undiscounted cash flows not expected to be collected (nonaccretable difference)		—			(6,295	)		(6,295	)

Undiscounted cash flows expected to be collected		718,731			9,411			728,142
Accretable yield at acquisition		(228,815	)		—			(228,815	)

Estimated fair value of loans acquired at acquisition		489,916			9,411			499,327
Purchase discount		12,721			2,077			14,798

Principal balance loans acquired	$	502,637		$	11,488		$	514,125

As part of the acquisition of North Valley Bancorp, the Company performed a valuation of premises and equipment acquired. This valuation resulted in a $4,785,000 increase in the net book value of land and buildings acquired, and was based on current appraisals of such land and buildings.

The Company recognized a core deposit intangible of $6,614,000 related to the acquisition of North Valley Bancorp’s core deposits. The recorded core deposit intangibles represented approximately 0.97% of core deposits for North Valley Bancorp and will be amortized over their useful lives of 7 years.

A valuation of time deposits for North Valley Bancorp was also performed as of the acquisition date. Time deposits were split into similar pools based on size, type of time deposits, and maturity. A discounted cash flow analysis was performed on the pools based on current market rates currently paid on similar time deposits. The valuation resulted in no material fair value discount or premium, and none was recorded.

The fair value of junior subordinated debentures assumed from North Valley Bancorp was estimated using a discounted cash flow method based on the current market rates for similar liabilities. As a result a discount of $6,664,000 was recorded on the junior subordinated debentures acquired from North Valley Bancorp. The discount on the subordinated debentures will be amortized using the effective yield method the remaining life to maturity of the debentures at acquisition which range from 18 years to 21 years.

Note 3 - Investment Securities

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


	June 30, 2015
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
	(in thousands)
Securities Available for Sale
Obligations of U.S. government corporations and agencies	$	239,762	$	3,325	$	(2,535	)	$	240,552
Obligations of states and political subdivisions		40,467		23		(1,503	)		38,987
Corporate debt securities		1,898		2		—			1,900
Marketable equity securities		3,000		—		(9	)		2,991

Total securities available for sale	$	285,127	$	3,350	$	(4,047	)	$	284,430

Securities Held to Maturity
Obligations of U.S. government corporations and agencies	$	760,686	$	6,966	$	(4,113	)	$	763,539
Obligations of states and political subdivisions		15,597		5		(444	)		15,158

Total securities held to maturity	$	776,283	$	6,971	$	(4,557	)	$	778,697


	December 31, 2014
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
	(in thousands)
Securities Available for Sale
Obligations of U.S. government corporations and agencies	$	71,144	$	4,001	$	(25	)	$	75,120
Obligations of states and political subdivisions		3,130		45		—			3,175
Corporate debt securities		1,891		17		—			1,908
Marketable equity securities		3,000		2		—			3,002

Total securities available for sale	$	79,165	$	4,065	$	(25	)	$	83,205

Securities Held to Maturity
Obligations of U.S. government corporations and agencies	$	660,836	$	13,055	$	(677	)	$	673,214
Obligations of states and political subdivisions		15,590		130		(155	)		15,565

Total securities held to maturity	$	676,426	$	13,185	$	(832	)	$	688,779

No investment securities were sold during the six months ended June 30, 2015 or the six months ended June 30, 2014. Investment securities with an aggregate carrying value of $245,800,000 and $143,992,000 at June 30, 2015 and December 31, 2014, respectively, were pledged as collateral for specific borrowings, lines of credit and local agency deposits.

The amortized cost and estimated fair value of debt securities at June 30, 2015 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 June 30, 2015, obligations of U.S. government corporations and agencies with a cost basis totaling $1,000,448,000 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 June 30, 2015, the Company estimates the average remaining life of these mortgage-backed securities issued by U.S. government corporations and agencies to be approximately 6.0 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 Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
Due in one year	$	1,898	$	1,900		—		—
Due after one year through five years		3,621		3,767		—		—
Due after five years through ten years		28,202		29,476	$	1,132	$	1,134
Due after ten years		251,406		249,287		775,151		777,563

Totals	$	285,127	$	284,430	$	776,283	$	778,697

Note 3 - Investment Securities (continued)

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 Value		Unrealized Loss			Fair Value		Unrealized Loss			Fair Value		Unrealized Loss
	(in thousands)
June 30, 2015
Securities Available for Sale:
Obligations of U.S. government corporations and agencies	$	181,914	$	(2,535	)		—		—		$	181,914	$	(2,535	)
Obligations of states and political subdivisions		36,854		(1,503	)		—		—			36,854		(1,503	)
Corporate debt securities		—		—			—		—			—		—
Marketable equity securities		2,991		(9	)		—		—			2,991		(9	)

Total securities available-for-sale	$	221,759	$	(4,047	)		—		—		$	221,759	$	(4,047	)

Securities Held to Maturity:
Obligations of U.S. government corporations and agencies	$	333,283	$	(4,113	)		—		—		$	333,283	$	(4,113	)
Obligations of states and political subdivisions		11,903		(274	)	$	1,049	$	(170	)		12,952		(444	)
Corporate debt securities		—		—			—		—			—		—

Total securities held-to-maturity	$	345,186	$	(4,387	)	$	1,049	$	(170	)	$	346,235	$	(4,557	)


	Less than 12 months					12 months or more					Total
	Fair Value		Unrealized Loss			Fair Value		Unrealized Loss			Fair Value		Unrealized Loss
	(in thousands)
December 31, 2014
Securities Available for Sale:
Obligations of U.S. government corporations and agencies	$	6,774	$	(25	)		—		—		$	6,774	$	(25	)
Obligations of states and political subdivisions		—		—			—		—			—		—
Corporate debt securities		—		—			—		—			—		—
Marketable equity securities		—		—			—		—			—		—

Total securities available-for-sale	$	6,774	$	(25	)		—		—		$	6,774	$	(25	)

Securities Held to Maturity:
Obligations of U.S. government corporations and agencies	$	335	$	(1	)	$	56,288	$	(676	)	$	56,623	$	(677	)
Obligations of states and political subdivisions		1,600		(26	)		1,858		(129	)		3,458		(155	)
Corporate debt securities		—		—			—		—			—		—

Total securities held-to-maturity	$	1,935	$	(27	)	$	58,146	$	(805	)	$	60,081	$	(832	)

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 investments are not considered other-than-temporarily impaired. At June 30, 2015, 36 debt securities representing obligations of U.S. government corporations and agencies had unrealized losses with aggregate depreciation of (1.27%) 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 investments are not considered other-than-temporarily impaired. At June 30, 2015, 48 debt securities representing obligations of states and political subdivisions had unrealized losses with aggregate depreciation of (3.76%) from the Company’s amortized cost basis.

Corporate debt securities: At June 30, 2015, no corporate debt securities had unrealized losses.

Marketable equity securities: At June 30, 2015, there was one marketable equity security that had an unrealized loss with aggregate depreciation of (0.30%) from the Company’s amortized cost basis.

Note 4 – Loans

A summary of loan balances follows (in thousands):


	June 30, 2015
	Originated			PNCI			PCI - Cash basis			PCI - Other			Total
Mortgage loans on real estate:
Residential 1-4 family	$	173,623		$	113,991			—		$	3,874		$	291,488
Commercial		1,019,050			348,508			—			27,521			1,395,079

Total mortgage loan on real estate		1,192,673			462,499			—			31,395			1,686,567
Consumer:
Home equity lines of credit		301,696			34,227			5,269			2,923			344,115
Home equity loans		29,223			4,587			125			637			34,572
Auto Indirect		—			—			—			—			—
Other		29,057			3,977			—			67			33,101

Total consumer loans		359,976			42,791			5,394			3,627			411,788
Commercial		157,283			33,407			4			5,097			195,791
Construction:
Residential		26,283			14,952			—			723			41,958
Commercial		43,526			14,132			—			—			57,658

Total construction		69,809			29,084			—			723			99,616

Total loans, net of deferred loan fees and discounts	$	1,779,741		$	567,781		$	5,398		$	40,842		$	2,393,762

Total principal balance of loans owed, net of charge-offs	$	1,784,505		$	583,746		$	13,865		$	47,806		$	2,429,922
Unamortized net deferred loan fees		(4,764	)		—			—			—			(4,764	)
Discounts to principal balance of loans owed, net of charge-offs		—			(15,965	)		(8,467	)		(6,964	)		(31,396	)

Total loans, net of unamortized deferred loan fees and discounts	$	1,779,741		$	567,781		$	5,398		$	40,842		$	2,393,762

Noncovered loans	$	1,779,741		$	567,781		$	5,398		$	35,324		$	2,388,244
Covered loans		—			—			—			5,518			5,518

Total loans, net of unamortized deferred loan fees and discounts	$	1,779,741		$	567,781		$	5,398		$	40,842		$	2,393,762

Allowance for loan losses	$	29,470		$	2,763		$	312		$	2,910		$	35,455

Note 4 – Loans (continued)

A summary of loan balances follows (in thousands):


	December 31, 2014
	Originated			PNCI			PCI - Cash basis			PCI - Other			Total
Mortgage loans on real estate:
Residential 1-4 family	$	154,594		$	120,821			—		$	4,005		$	279,420
Commercial		928,797			376,225			—			30,917			1,335,939

Total mortgage loan on real estate		1,083,391			497,046			—			34,922			1,615,359
Consumer:
Home equity lines of credit		305,166			38,397		$	5,478			3,543			352,584
Home equity loans		23,559			6,985			125			645			31,314
Auto Indirect		112			—			—			—			112
Other		28,230			4,770			—			74			33,074

Total consumer loans		357,067			50,152			5,603			4,262			417,084
Commercial		126,611			40,899			8			7,427			174,945
Construction:
Residential		21,135			16,808			—			675			38,618
Commercial		24,545			11,973			—			—			36,518

Total construction		45,680			28,781			—			675			75,136

Total loans, net of deferred loan fees and discounts	$	1,612,749		$	616,878		$	5,611		$	47,286		$	2,282,524

Total principal balance of loans owed, net of charge-offs	$	1,617,542		$	634,490		$	14,805		$	56,016		$	2,322,853
Unamortized net deferred loan fees		(4,793	)		—			—			—			(4,793	)
Discounts to principal balance of loans owed, net of charge-offs		—			(17,612	)		(9,194	)		(8,730	)		(35,536	)

Total loans, net of unamortized deferred loan fees and discounts	$	1,612,749		$	616,878		$	5,611		$	47,286		$	2,282,524

Noncovered loans	$	1,612,749		$	616,878		$	5,611		$	25,018		$	2,260,256
Covered loans		—			—			—			22,268			22,268

Total loans, net of unamortized deferred loan fees and discounts	$	1,612,749		$	616,878		$	5,611		$	47,286		$	2,282,524

Allowance for loan losses	$	(29,860	)	$	(3,296	)	$	(348	)	$	(3,081	)	$	(36,585	)

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


	Three months ended June 30,						Six months ended June 30,
	2015			2014			2015			2014
Change in accretable yield:
Balance at beginning of period	$	13,402		$	17,438		$	14,159		$	18,232
Accretion to interest income		(1,375	)		(1,382	)		(2,930	)		(3,013	)
Reclassification from nonaccretable difference		920			242			1,718			1,079

Balance at end of period	$	12,947		$	16,298		$	12,947		$	16,298

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 June 30, 2015
	RE Mortgage						Home Equity						Auto			Other						Construction
(in thousands)	Resid.			Comm.			Lines			Loans			Indirect			Consum.			C&I			Resid.			Comm.			Total
Beginning balance	$	2,765		$	10,451		$	15,233		$	1,980		$	6		$	644		$	3,976		$	750		$	250		$	36,055
Charge-offs		(128	)		—			(84	)		(117	)		(4	)		(176	)		(5	)		—			—			(514	)
Recoveries		—			53			230			6			16			107			121			—			14			547
(Benefit) provision		198			(363	)		(1,386	)		259			(18	)		130			310			92			145			(633	)

Ending balance	$	2,835		$	10,141		$	13,993		$	2,128			—		$	705		$	4,402		$	842		$	409		$	35,455


	Allowance for Loan Losses – Six Months Ended June 30, 2015
	RE Mortgage						Home Equity						Auto			Other						Construction
(in thousands)	Resid.			Comm.			Lines			Loans			Indirect			Consum.			C&I			Resid.			Comm.			Total
Beginning balance	$	3,086		$	9,227		$	15,676		$	1,797		$	9		$	719		$	4,226		$	1,434		$	411		$	36,585
Charge-offs		(209	)		—			(425	)		(128	)		(4	)		(444	)		(539	)		—			—			(1,749	)
Recoveries		1			149			349			9			36			259			208			11			33			1,055
(Benefit) provision		(43	)		765			(1,607	)		450			(41	)		171			507			(603	)		(35	)		(436	)

Ending balance	$	2,835		$	10,141		$	13,993		$	2,128			—		$	705		$	4,402		$	842		$	409		$	35,455

Ending balance:
Individ. evaluated for impairment	$	857		$	418		$	1,779		$	387			—		$	128		$	676			—			—		$	4,245

Loans pooled for evaluation	$	1,884		$	8,390		$	11,798		$	1,741			—		$	577		$	2,536		$	653		$	409		$	27,988

Loans acquired with deteriorated credit quality	$	94		$	1,333		$	416			—			—			—		$	1,190		$	189			—		$	3,222


	Loans, net of unearned fees – As of June 30, 2015
	RE Mortgage						Home Equity						Auto			Other						Construction
(in thousands)	Resid.			Comm.			Lines			Loans			Indirect			Consum.			C&I			Resid.			Comm.			Total
Ending balance:
Total loans	$	291,488		$	1,395,079		$	344,115		$	34,572			—		$	33,101		$	195,791		$	41,958		$	57,658		$	2,393,762

Individ. evaluated for impairment	$	7,467		$	47,118		$	6,135		$	1,438			—		$	403		$	2,048		$	328		$	88		$	65,025

Loans pooled for evaluation	$	280,147		$	1,320,440		$	329,788		$	32,372			—		$	32,631		$	188,642		$	40,907		$	57,570		$	2,282,497

Loans acquired with deteriorated credit quality	$	3,874		$	27,521		$	8,192		$	762			—		$	67		$	5,101		$	723			—		$	46,240


	Allowance for Loan Losses – Year Ended December 31, 2014
	RE Mortgage						Home Equity						Auto			Other						Construction
(in thousands)	Resid.			Comm.			Lines			Loans			Indirect			Consum.			C&I			Resid.			Comm.			Total
Beginning balance	$	3,154		$	9,700		$	16,375		$	1,208		$	66		$	589		$	4,331		$	1,559		$	1,263		$	38,245
Charge-offs		(171	)		(110	)		(1,094	)		(29	)		(3	)		(599	)		(479	)		(4	)		(69	)		(2,558	)
Recoveries		2			540			960			34			86			495			1,268			1,377			181			4,943
(Benefit) provision		101			(903	)		(565	)		584			(140	)		234			(894	)		(1,498	)		(964	)		(4,045	)

Ending balance	$	3,086		$	9,227		$	15,676		$	1,797		$	9		$	719		$	4,226		$	1,434		$	411		$	36,585

Ending balance:
Individ. evaluated for impairment	$	974		$	410		$	1,974		$	284			—		$	142		$	423		$	60			—		$	4,267

Loans pooled for evaluation	$	1,915		$	8,408		$	13,251		$	1,513		$	9		$	572		$	2,569		$	332		$	322		$	28,891

Loans acquired with deteriorated credit quality	$	197		$	409		$	451			—			—		$	5		$	1,234		$	1,042		$	89		$	3,427

Note 5 – Allowance for Loan Losses (continued)


	Loans, net of unearned fees – As of December 31, 2014
	RE Mortgage						Home Equity						Auto			Other						Construction
(in thousands)	Resid.			Comm.			Lines			Loans			Indirect			Consum.			C&I			Resid.			Comm.			Total
Ending balance:
Total loans	$	279,420		$	1,335,939		$	352,584		$	31,314		$	112		$	33,074		$	174,945		$	38,618		$	35,518		$	2,282,524

Individ. evaluated for impairment	$	7,188		$	41,932		$	6,968		$	1,278		$	18		$	323		$	1,757		$	2,683		$	99		$	62,246

Loans pooled for evaluation	$	268,227		$	1,263,090		$	336,595		$	29,266		$	94		$	32,677		$	165,753		$	35,260		$	36,419		$	2,167,381

Loans acquired with deteriorated credit quality	$	4,005		$	30,917		$	9,021		$	770			—		$	74		$	7,435		$	675			—		$	52,897


	Allowance for Loan Losses – Three Months Ended June 30, 2014
	RE Mortgage						Home Equity						Auto			Other						Construction
(in thousands)	Resid.			Comm.			Lines			Loans			Indirect			Consum.			C&I			Resid.			Comm.			Total
Beginning balance	$	2,980		$	9,875		$	16,366		$	1,291		$	45		$	590		$	4,136		$	1,501		$	1,538		$	38,322
Charge-offs		(1	)		(45	)		(677	)		(11	)		—			(144	)		(151	)		—			—			(1,029	)
Recoveries		—			299			180			25			39			119			188			97			20			967
(Benefit) provision		(147	)		(298	)		2,186			106			(56	)		(9	)		234			(87	)		(221	)		1,708

Ending balance	$	2,832		$	9,831		$	18,055		$	1,411		$	28		$	556		$	4,407		$	1,511		$	1,337		$	39,968


	Allowance for Loan Losses – Six Months Ended June 30, 2014
	RE Mortgage						Home Equity						Auto			Other						Construction
(in thousands)	Resid.			Comm.			Lines			Loans			Indirect			Consum.			C&I			Resid.			Comm.			Total
Beginning balance	$	3,154		$	9,700		$	16,375		$	1,208		$	66		$	589		$	4,331		$	1,559		$	1,263		$	38,245
Charge-offs		(136	)		(58	)		(855	)		(11	)		—			(271	)		(390	)		(4	)		(69	)		(1,794	)
Recoveries		—			471			509			27			51			302			1,061			608			135			3,164
(Benefit) provision		(186	)		(282	)		2,026			187			(89	)		(64	)		(595	)		(652	)		8			353

Ending balance	$	2,832		$	9,831		$	18,055		$	1,411		$	28		$	556		$	4,407		$	1,511		$	1,337		$	39,968

Ending balance:
Individ. evaluated for impairment	$	780		$	392		$	2,088		$	211			—		$	3		$	405		$	61			—		$	3,940

Loans pooled for evaluation	$	1,869		$	8,605		$	15,466		$	1,199		$	27		$	553		$	2,534		$	720		$	779		$	31,752

Loans acquired with deteriorated credit quality	$	185		$	835		$	499			—			—			—		$	1,469		$	730		$	558		$	4,276


	Loans, net of unearned fees – As of June 30, 2014
	RE Mortgage						Home Equity						Auto			Other						Construction
(in thousands)	Resid.			Comm.			Lines			Loans			Indirect			Consum.			C&I			Resid.			Comm.			Total
Ending balance:
Total loans	$	212,920		$	954,936		$	330,187		$	17,895		$	385		$	28,676		$	137,341		$	42,097		$	14,149		$	1,738,586

Individ. evaluated for impairment	$	7,397		$	52,570		$	6,987		$	871		$	40		$	77		$	2,159		$	2,751		$	16		$	72,868

Loans pooled for evaluation	$	201,680		$	872,399		$	313,843		$	16,412		$	345		$	28,529		$	129,207		$	37,844		$	14,068		$	1,614,327

Loans acquired with deteriorated credit quality	$	3,843		$	29,967		$	9,357		$	612			—		$	70		$	5,975		$	1,502		$	65		$	51,391

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 for the periods indicated:


	Credit Quality Indicators – As of June 30, 2015
	RE Mortgage				Home Equity				Auto		Other				Construction
(in thousands)	Resid.		Comm.		Lines		Loans		Indirect		Consum.		C&I		Resid.		Comm.		Total
Originated loans:
Pass	$	165,857	$	977,037	$	290,529	$	26,015		—	$	28,341	$	155,985	$	25,575	$	42,852	$	1,712,191
Special mention		1,311		10,479		3,046		1,160		—		461		854		661		585		18,557
Substandard		6,455		31,534		8,121		2,048		—		255		444		47		89		48,993

Total originated	$	173,623	$	1,019,050	$	301,696	$	29,223		—	$	29,057	$	157,283	$	26,283	$	43,526	$	1,779,741

PNCI loans:
Pass	$	112,680	$	327,833	$	32,392	$	4,344		—	$	3,670	$	32,100	$	14,952	$	14,132	$	542,103
Special mention		346		13,337		452		101		—		88		—		—		—		14,324
Substandard		965		7,338		1,383		142		—		219		1,307		—		—		11,354

Total PNCI	$	113,991	$	348,508	$	34,227	$	4,587		—	$	3,977		33,407	$	14,952	$	14,132	$	567,781

PCI loans	$	3,874	$	27,521	$	8,192	$	762		—	$	67	$	5,101	$	723		—	$	46,240

Total loans	$	291,488	$	1,395,079	$	344,115	$	34,572		—	$	33,101	$	195,791	$	41,958	$	57,658	$	2,393,762


	Credit Quality Indicators – As of December 31, 2014
	RE Mortgage				Home Equity				Auto		Other				Construction
(in thousands)	Resid.		Comm.		Lines		Loans		Indirect		Consum.		C&I		Resid.		Comm.		Total
Originated loans:
Pass	$	146,949	$	883,102	$	292,244	$	20,976	$	66	$	27,396	$	124,707	$	18,112	$	24,436	$	1,537,988
Special mention		1,122		11,521		3,590		743		11		591		636		622		—		18,836
Substandard		6,523		34,174		9,332		1,840		35		243		1,268		2,401		109		55,925

Total originated	$	154,594	$	928,797	$	305,166	$	23,559	$	112	$	28,230	$	126,611	$	21,135	$	24,545	$	1,612,749

PNCI loans:
Pass	$	119,643	$	359,537	$	36,531	$	6,813		—	$	4,399	$	40,628	$	16,808	$	11,973	$	596,332
Special mention		547		12,979		936		147		—		230		268		—		—		15,107
Substandard		631		3,709		930		25		—		141		3		—		—		5,439

Total PNCI	$	120,821	$	376,225	$	38,397	$	6,985		—	$	4,770	$	40,899	$	16,808	$	11,973	$	616,878

PCI loans	$	4,005	$	30,917	$	9,021	$	770		—	$	74	$	7,435	$	675		—	$	52,897

Total loans	$	279,420	$	1,335,939	$	352,584	$	31,314	$	112	$	33,074	$	174,945	$	38,618	$	36,518	$	2,282,524

Note 5 – Allowance for Loan Losses (continued)

Consumer loans, whether unsecured or secured by real estate, automobiles, or other personal property, are 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). The Bank manages its consumer loan portfolios by monitoring delinquency and contacting borrowers to encourage repayment, suggest modifications if appropriate, and, when continued scheduled payments become unrealistic, initiate 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 C&I 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.

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 June 30, 2015
	RE Mortgage				Home Equity				Auto		Other				Construction
(in thousands)	Resid.		Comm.		Lines		Loans		Indirect		Consum.		C&I		Resid.		Comm.		Total
Originated loan balance:
Past due:
30-59 Days	$	256	$	589	$	867	$	514		—	$	44	$	589	$	407		—	$	3,266
60-89 Days		375		2,874		488		166		—		2		—		—		—		3,905
> 90 Days		653		711		466		348		—		57		76		14		—		2,325

Total past due	$	1,284	$	4,174	$	1,821	$	1,028		—	$	103	$	665	$	421		—	$	9,496
Current		172,339		1,014,876		299,875		28,195		—		28,954		156,618		25,862	$	43,526		1,770,245

Total orig. loans	$	173,623	$	1,019,050	$	301,696	$	29,223		—	$	29,057	$	157,283	$	26,283	$	43,526	$	1,779,741

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

Nonaccrual loans	$	3,914	$	14,957	$	3,246	$	1,262		—	$	60	$	238	$	47	$	88	$	23,812

Note 5 – Allowance for Loan Losses (continued)

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 June 30, 2015
	RE Mortgage				Home Equity				Auto		Other				Construction
(in thousands)	Resid.		Comm.		Lines		Loans		Indirect		Consum.		C&I		Resid.		Comm.		Total
PNCI loan balance:
Past due:
30-59 Days		—	$	883		—	$	42		—	$	9		—		—		—	$	934
60-89 Days		—		—	$	271		—		—		92		—		—		—		363
> 90 Days	$	33		466		260		—		—		98		—		—		—		857

Total past due	$	33	$	1,349	$	531	$	42		—	$	199		—		—		—	$	2,154
Current		113,958		347,159		33,696		4,545		—		3,778	$	33,407	$	14,952	$	14,132		565,627

Total PNCI loans	$	113,991	$	348,508	$	34,227	$	4,587		—	$	3,977	$	33,407	$	14,952	$	14,132	$	567,781

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

Nonaccrual loans	$	622	$	4,316	$	733	$	61		—	$	131		—		—		—	$	5,863

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, 2014
	RE Mortgage				Home Equity				Auto		Other				Construction
(in thousands)	Resid.		Comm.		Lines		Loans		Indirect		Consum.		C&I		Resid.		Comm.		Total
Originated loan balance:
Past due:
30-59 Days	$	1,296	$	735	$	2,066	$	615	$	4	$	64	$	739		—		—	$	5,519
60-89 Days		919		—		296		192		—		24		99		—		—		1,530
> 90 Days		100		900		754		202		17		46		61		—		—		2,080

Total past due	$	2,315	$	1,635	$	3,116	$	1,009	$	21	$	134	$	899		—		—	$	9,129
Current		152,279		927,162		302,050		22,550		91		28,096		125,712	$	21,135	$	24,545		1,603,620

Total orig. loans	$	154,594	$	928,797	$	305,166	$	23,559	$	112	$	28,230	$	126,611	$	21,135	$	24,545	$	1,612,749

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

Nonaccrual loans	$	3,430	$	20,736	$	4,336	$	1,197	$	18	$	66	$	246	$	2,401	$	99	$	32,529

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, 2014
	RE Mortgage				Home Equity				Auto		Other				Construction
(in thousands)	Resid.		Comm.		Lines		Loans		Indirect		Consum.		C&I		Resid.		Comm.		Total
PNCI loan balance:
Past due:
30-59 Days	$	2,041	$	260	$	275		—		—	$	25	$	67		—		—	$	2,668
60-89 Days		24		—		118		—		—		3		—		—		—		145
> 90 Days		239		—		73	$	25		—		76		—		—		—		413

Total past due	$	2,304	$	260	$	466	$	25		—	$	104	$	67		—		—	$	3,226
Current		118,517		375,965		37,931		6,960		—		4,666		40,832	$	16,808	$	11,973		613,652

Total PNCI loans	$	120,821	$	376,225	$	38,397	$	6,985		—	$	4,770	$	40,899	$	16,808	$	11,973	$	616,878

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

Nonaccrual loans	$	799	$	366	$	346	$	25		—	$	110		—		—		—	$	1,646

Note 5 – Allowance for Loan Losses (continued)

Impaired originated 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, or for the Six Months Ended, June 30, 2015
	RE Mortgage				Home Equity				Auto		Other				Construction
(in thousands)	Resid.		Comm.		Lines		Loans		Indirect		Consum.		C&I		Resid.		Comm.		Total
With no related allowance recorded:
Recorded investment	$	3,770	$	40,294	$	2,475	$	779		—	$	23	$	338	$	328	$	88	$	48,095

Unpaid principal	$	5,901	$	44,441	$	5,340	$	1,256		—	$	46	$	366	$	376	$	183	$	57,909

Average recorded Investment	$	3,528	$	39,385		2,738	$	764		—	$	31	$	375	$	1,364	$	94	$	48,279

Interest income Recognized	$	19	$	795	$	2		—		—		—	$	11	$	9		—	$	836

With an allowance recorded:
Recorded investment	$	2,780	$	2,365	$	2,513	$	598		—	$	37	$	1,706		—		—	$	9,999

Unpaid principal	$	2,958	$	2,448	$	2,973	$	704		—	$	47	$	1,808		—		—	$	10,938

Related allowance	$	784	$	216	$	1,481	$	346		—	$	15	$	676		—		—	$	3,518

Average recorded Investment	$	2,752	$	2,654	$	2,849	$	551		—	$	41	$	1,522	$	141		—	$	10,510

Interest income Recognized	$	40	$	56	$	25	$	3		—		—	$	42		—		—	$	166


	Impaired PNCI Loans – As of, or for the Six Months Ended, June 30, 2015
	RE Mortgage				Home Equity				Auto		Other				Construction
(in thousands)	Resid.		Comm.		Lines		Loans		Indirect		Consum.		C&I		Resid.		Comm.		Total
With no related allowance recorded:
Recorded investment	$	290	$	3,633	$	637	$	20		—	$	42	$	4		—		—	$	4,626

Unpaid principal	$	316	$	3,713	$	696	$	22		—	$	62	$	4		—		—	$	4,813

Average recorded Investment	$	317	$	1,999	$	492	$	22		—	$	40	$	5		—		—	$	2,875

Interest income Recognized	$	3	$	74	$	1		—		—		—		—		—		—	$	78

With an allowance recorded:
Recorded investment	$	627	$	826	$	511	$	41		—	$	301		—		—		—	$	2,306

Unpaid principal	$	643	$	836	$	512	$	42		—	$	301		—		—		—	$	2,334

Related allowance	$	72	$	203	$	298	$	41		—	$	113		—		—		—	$	727

Average recorded Investment	$	731	$	486	$	474	$	20		—	$	261		—		—		—	$	1,972

Interest income Recognized	$	4	$	12	$	9		—		—	$	6		—		—		—	$	31

Note 5 – Allowance for Loan Losses (continued)


	Impaired Originated Loans – As of December 31, 2014
	RE Mortgage				Home Equity					Auto		Other				Construction
(in thousands)	Resid.		Comm.		Lines			Loans		Indirect		Consum.		C&I		Resid.		Comm.		Total
With no related allowance recorded:
Recorded investment	$	3,287	$	38,477	$	3,001		$	750	$	14	$	25	$	412	$	2,401	$	99	$	48,466

Unpaid principal	$	5,138	$	41,949	$	6,094		$	1,187	$	49	$	32	$	433	$	6,588	$	190	$	61,660

Average recorded Investment	$	3,826	$	45,915	$	3,355		$	651	$	35	$	21	$	1,030	$	2,437	$	84	$	57,354

Interest income Recognized	$	38	$	995	$	26		$	6		—	$	1	$	26		—	$	3	$	1,095

With an allowance recorded:
Recorded investment	$	2,724	$	2,943	$	3,185		$	504	$	4	$	41	$	1,338	$	282		—	$	11,021

Unpaid principal	$	2,865	$	3,101	$	3,533		$	597	$	6	$	41	$	1,438	$	282		—	$	11,863

Related allowance	$	797	$	302	$	1,769		$	284		—	$	11	$	423	$	60		—	$	3,646

Average recorded Investment	$	2,677	$	4,119	$	2,982		$	365	$	4	$	25	$	1,428	$	283	$	55	$	11,938

Interest income Recognized	$	91	$	144	$	71		$	13		—		—	$	71	$	19		—	$	409


	Impaired PNCI Loans – As of December 31, 2014
	RE Mortgage				Home Equity					Auto		Other				Construction
(in thousands)	Resid.		Comm.		Lines			Loans		Indirect		Consum.		C&I		Resid.		Comm.		Total
With no related allowance recorded:
Recorded investment	$	343	$	366	$	346		$	25		—	$	37	$	7		—		—	$	1,124

Unpaid principal	$	353	$	2,620	$	374		$	25		—	$	54	$	7		—		—	$	3,433

Average recorded Investment	$	246	$	753	$	287		$	12		—	$	36	$	10		—		—	$	1,344

Interest income Recognized	$	14		—	$	(1	)		—		—		—	$	1		—		—	$	14

With an allowance recorded:
Recorded investment	$	834	$	146	$	436			—		—	$	220		—		—		—	$	1,636

Unpaid principal	$	852	$	146	$	436			—		—	$	220		—		—		—	$	1,654

Related allowance	$	177	$	108	$	205			—		—	$	131		—		—		—	$	621

Average recorded Investment	$	516	$	148	$	319			—		—	$	124		—		—		—	$	1,107

Interest income Recognized	$	8	$	8	$	20			—		—	$	12		—		—		—	$	48


	Impaired Originated Loans – As of, or for the Six Months Ended, June 30, 2014
	RE Mortgage				Home Equity					Auto		Other				Construction
(in thousands)	Resid.		Comm.		Lines			Loans		Indirect		Consum.		C&I		Resid.		Comm.		Total
With no related allowance recorded:
Recorded investment	$	4,002	$	48,781	$	2,641		$	626	$	33	$	16	$	1,151	$	2,468	$	16	$	59,734

Unpaid principal	$	6,227	$	51,862	$	5,592		$	1,032	$	70	$	22	$	1,174	$	6,689	$	99	$	72,767

Average recorded Investment	$	4,228	$	54,387	$	3,419		$	540	$	49	$	21	$	1,266	$	1,904	$	43	$	65,857

Interest income Recognized	$	23	$	651	$	5		$	1		—		—	$	31		—		—	$	711

With an allowance recorded:
Recorded investment	$	2,821	$	3,163	$	3,559		$	245	$	7		—	$	998	$	283		—	$	11,076

Unpaid principal	$	2,893	$	3,324	$	4,231		$	325	$	10		—	$	1,041	$	283		—	$	12,107

Related allowance	$	625	$	282	$	1,810		$	211		—		—	$	405	$	61		—	$	3,394

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company