FNB BANCORP/CA/ - FORM 8-K - EX-99.1 CHARTER

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8-K - FORM 8-K - FNB BANCORP/CA/	fnb_8k.htm

Exhibit 99.01

Press Release

Available for Immediate Publication: April 27, 2018

FNB Bancorp Reports First Quarter 2018 Earnings of $0.54 Per Diluted Share

Source: FNB Bancorp (CA) (NASDAQ:FNBG)

South San Francisco, California

Website: www.fnbnorcal.com

Contacts:

Tom McGraw, Chief Executive Officer (650) 875-4864

Dave Curtis, Chief Financial Officer (650) 875-4862

___________________________________________________________________________

FNB Bancorp (NASDAQ: FNBG), parent company of First National Bank of Northern California (the “Bank”), today announced net earnings available to common stockholders for the first quarter of 2018 of $4,188,000 or $0.54 per diluted share, compared to net earnings available to common shareholders of $3,089,000 or $0.41 per diluted share for the first quarter of 2017. First quarter results include the first full quarter of federal income tax rates of 21% following the enactment of the Tax Cuts and Jobs Act of 2017 (“H.R.1”) in December 2017 which reduced the federal income tax rate from 35% to 21% beginning January 1, 2018. First quarter results also reflect the sale of our OREO property located in South San Francisco, CA at a pretax gain of $392,000.

On December 11, 2017, the Company entered into an Agreement and Plan of Merger and Reorganization (“Merger Agreement”) with TriCo Bancshares (NASDAQ: TCBK) pursuant to which the Company would merge with and into TriCo Bancshares and the Bank would merge with and into Tri Counties Bank, the California state banking subsidiary of TriCo Bancshares. Consummation of the mergers is subject to the receipt of approvals by the shareholders of each of the Company and TriCo Bancshares, the receipt of all necessary regulatory approvals, and the satisfaction of other closing conditions which are customary for such transactions. TriCo Bancshares has filed a Form S-4 registration statement with the Securities and Exchange Commission containing a joint proxy statement/prospectus which the Company and TriCo Bancshares are providing to their shareholders of record on April 9, 2018 for the special meetings of their respective shareholders to be held on May 29, 2018 seeking approvals of the Merger Agreement and the mergers.

“During the first quarter of 2018, the Company was able to grow our net loan portfolio by $1.3 million. Growth in our non-interest bearing DDA liabilities totaled $20.2 million. Cash outflows from higher cost deposit liabilities were offset by an increase in our FHLB borrowings outstanding of $25 million. Our personnel worked diligently during the first quarter to maintain our profitability while continuing to provide for our customers’ financial needs, providing them with what they need when they need it”, stated CEO Tom McGraw.

“During the first quarter of 2018, we were able to sell our South San Francisco, CA OREO commercial real estate property for a pretax gain of $392,000. The purchase and sale agreement for this property sale requires that the Company continue our efforts to obtain a formally agreed upon toxic soil and water remediation plan with the local water board. We have set aside $725,000 to cover the expected future remediation and monitoring costs based on advice we have received from our soil and water engineering consultant, which could vary in the future”, continued Tom McGraw.

FNB Bancorp and Subsidiary
CONSOLIDATED BALANCE SHEETS	(Unaudited)
(Dollar and share amounts in thousands, except earnings per share)	As of
	March 31,
	2018			2017
ASSETS
Cash and due from banks	$	21,233		$	25,337
Interest-bearing time deposits with financial institutions		130			205
Securities available for sale, at fair value		348,264			353,364
Other equity securities		7,567			7,211
Loans, net of deferred loan fees and allowance for loan losses		831,049			807,191
Bank premises, equipment and leasehold improvements, net		9,159			9,571
Bank owned life insurance		16,736			16,349
Accrued interest receivable		4,914			4,785
Other real estate owned		1,817			1,443
Goodwill		4,580			4,580
Prepaid expenses		675			768
Other assets		13,842			15,917
TOTAL ASSETS	$	1,259,966		$	1,246,721

LIABILITIES
Deposits:
Demand, noninterest bearing	$	333,681		$	287,029
Demand, interest bearing		129,340			125,643
Savings and money market		425,757			496,697
Time		129,675			115,622
Total Deposits		1,018,453			1,024,991
Federal Home Loan Bank advances		100,000			86,000
Note payable		3,600			4,200
Accrued expenses and other liabilities		17,455			17,198
Total Liabilities		1,139,508			1,132,389
STOCKHOLDERS' EQUITY
Common stock, no par value		85,854			84,603
Retained earnings		37,866			29,842
Accumulated other comprehensive losses, net of tax		(3,262	)		(113	)
Total Stockholders' Equity		120,458			114,332
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	1,259,966		$	1,246,721

FNB Bancorp and Subsidiary
CONSOLIDATED STATEMENTS OF EARNINGS
(Dollar and share amounts in thousands, except earnings per share)
	(Unaudited)					(Unaudited)
	Three Months Ended					Twelve Months Ended
	March 31,					December 31,
	2018			2017		2017			2016
INTEREST INCOME
Interest and fees on loans	$	10,399		$	10,073	$	41,956		$	38,313
Interest on dividends and securities		2,090			1,943		8,136			7,156
Interest on deposits with other financial institutions		72			11		126			44
Total interest income		12,561			12,027		50,218			45,513

INTEREST EXPENSE
Deposits		737			636		2,807			2,780
Federal Home Loan Bank advances		349			146		850			67
Interest on note payable		53			53		214			222
Total interest expense		1,139			835		3,871			3,069
NET INTEREST INCOME		11,422			11,192		46,347			42,444
(Recovery of) provision for loan losses		—			—		(360	)		150
NET INTEREST INCOME AFTER (RECOVERY OF) PROVISION FOR LOAN LOSSES		11,422			11,192		46,707			42,294
NONINTEREST INCOME
Service charges		529			597		2,264			2,461
Net gain on sale of available-for-sale securities		—			28		210			438
Earnings on bank owned life insurance		99			102		390			402
Other income		214			283		996			1,294
Total noninterest income		842			1,010		3,860			4,595
NONINTEREST EXPENSES
Salaries and employee benefits		4,121			4,774		19,366			19,474
Occupancy expense		657			651		2,747			2,528
Equipment expense		523			402		1,646			1,765
Professional fees		203			473		1,482			1,363
FDIC assessment		90			130		400			600
Telephone, postage, supplies		314			297		1,267			1,199
Advertising expense		100			108		451			524
Data processing expense		143			139		571			657
Low income housing expense		129			105		472			284
Surety insurance		89			84		349			347
Director fees		72			72		288			288
Other real estate owned (income) expense, net		(333	)		10		80			(5	)
Other expenses		313			360		1,430			1,668
Total noninterest expense		6,421			7,605		30,549			30,692
EARNINGS BEFORE PROVISION FOR INCOME TAXES		5,843			4,597		20,018			16,197
Provision for income taxes		1,655			1,508		9,307			5,696
NET EARNINGS AVAILABLE TO COMMON STOCKHOLDERS	$	4,188		$	3,089	$	10,711		$	10,501

Per Share and Shareholder Information
Basic earnings per share available to common stockholders	$	0.56		$	0.42	$	1.46		$	1.45
Diluted earnings per share available to common stockholders	$	0.54		$	0.41	$	1.41		$	1.42
Cash dividends declared	$	973		$	780	$	3,634		$	2,890
Average shares outstanding		7,463			7,300		7,361			7,233
Average diluted shares outstanding		7,685			7,518		7,607			7,417
Shares outstanding as of the end of period		7,481			7,311		7,442			7,280

FNB Bancorp and Subsidiary
FINANCIAL HIGHLIGHTS
(Dollar and share amounts in thousands, except earnings per share)
	(Unaudited)						(Unaudited)
	Three Months Ended						Twelve Months Ended
	March 31,						December 31,
	2018			2017			2017			2016
AVERAGE BALANCES
Total Assets	$	1,270,575		$	1,233,278		$	1,257,836		$	1,163,454
Total Loans		836,165			807,741			823,333			746,829
Total Earning Assets		1,214,133			1,168,418			1,192,081			1,099,192
Total Deposits		1,042,162			1,013,065			1,033,117			1,017,398
Total Stockholder's Equity		118,157			109,926			116,814			109,854

SELECTED PERFORMANCE DATA
Annualized return on average assets		1.32	%		1.00	%		0.85	%		0.90	%
Annualized return on average equity		14.18	%		11.24	%		9.17	%		9.56	%
Net interest margin (taxable equivalent)		3.86	%		3.97	%		3.95	%		3.95	%
Average loans as a percent of average deposits		80.23	%		79.73	%		79.69	%		73.41	%
Average total stockholders' equity as a% of average total assets		9.30	%		8.91	%		9.29	%		9.44	%
Annualized common dividend payout ratio		23.22	%		25.25	%		33.93	%		27.52	%

NON-PERFORMING ASSETS				(Extracted from
(Dollars in ihousands)				audited annual
	(Unaudited)			financial statements)			(Unaudited)			(Unaudited)			(Unaudited)

	March 31			December 31,			September 30,			June 30,			March 31,
	2018			2017			2017			2017			2017
Non-accrual loans	$	3,774		$	1,940		$	6,933		$	7,363		$	8,444
Other real estate owned		1,817			3,300			1,471			1,459			1,443
Total non-performing assets	$	5,591		$	5,240		$	8,404		$	8,822		$	9,887

Loan loss reserve	$	10,186		$	10,171		$	10,250		$	10,177		$	10,144
Non-accrual loans/Gross loans		0.45	%		0.23	%		0.83	%		0.90	%		1.03	%
Loan loss reserves/Gross loans		1.21	%		1.21	%		1.22	%		1.24	%		1.24	%

FNB Bancorp and Subsidiary
CONSOLIDATED BALANCE SHEETS
(Dollar and share amounts in thousands, except earnings per share)

				(Extracted from
				audited annual
	(Unaudited)			financial statements)			(Unaudited)		(Unaudited)		(Unaudited)

	March 31,			December 31,			September 30,		June 30,		March 31,
	2018			2017			2017		2017		2017
ASSETS
Cash and due from banks	$	21,233		$	18,353		$	23,714	$	21,859	$	25,337
Interest-bearing time deposits with financial institutions		130			130			230		230		205
Securities available for sale, at fair value		348,264			355,857			360,301		362,006		353,364
Other equity securities		7,567			7,567			7,567		7,567		7,211
Loans, net of deferred loan fees and allowance for loan losses		831,049			829,766			829,100		808,508		807,191
Bank premises, equipment and leasehold improvements, net		9,159			9,322			9,417		9,416		9,571
Bank owned life insurance		16,736			16,637			16,540		16,438		16,349
Accrued interest receivable		4,914			5,317			4,804		4,945		4,785
Other real estate owned		1,817			3,300			1,471		1,459		1,443
Goodwill		4,580			4,580			4,580		4,580		4,580
Prepaid expenses		675			825			469		621		768
Other assets		13,842			13,584			16,421		16,032		15,917
TOTAL ASSETS	$	1,259,966		$	1,265,238		$	1,274,614	$	1,253,661	$	1,246,721

LIABILITIES
Deposits:
Demand, noninterest bearing	$	333,681		$	313,435		$	309,753	$	296,249	$	287,029
Demand, interest bearing		129,340			130,988			122,353		129,435		125,643
Savings and money market		425,757			467,788			482,335		472,050		496,697
Time		129,675			138,084			130,630		124,604		115,622
Total Deposits		1,018,453			1,050,295			1,045,071		1,022,338		1,024,991
Federal Home Loan Bank advances		100,000			75,000			85,000		91,000		86,000
Note payable		3,600			3,750			3,900		4,050		4,200
Accrued expenses and other liabilities		17,455			16,913			19,447		17,546		17,198
Total Liabilities		1,139,508			1,145,958			1,153,418		1,134,934		1,132,389
STOCKHOLDERS' EQUITY
Common stock, no par value		85,854			85,565			85,309		85,159		84,603
Retained Earnings		37,866			34,654			34,655		32,306		29,842
Accumulated other comprehensive (losses) earnings, net of tax		(3,262	)		(939	)		1,232		1,262		(113	)
Total Stockholders' Equity		120,458			119,280			121,196		118,727		114,332
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	1,259,966		$	1,265,238		$	1,274,614	$	1,253,661	$	1,246,721

FNB Bancorp and Subsidiary
CONSOLIDATED STATEMENTS OF EARNINGS
(Dollar and share amounts in thousands, except earnings per share)
	(Unaudited)
	Three Months Ended
	March 31,			December 31,			September 30,		June 30,			March 31,
	2018			2017			2017		2017			2017
INTEREST INCOME
Interest and fees on loans	$	10,399		$	10,867		$	10,646	$	10,370		$	10,073
Interest on dividends and securities		2,090			2,119			2,085		1,989			1,943
Interest on deposits with other financial institutions		72			42			54		19			11
Total interest income		12,561			13,028			12,785		12,378			12,027

INTEREST EXPENSE
Deposits		737			757			737		677			636
Federal Home Loan Bank advances		349			249			241		214			146
Interest on note payable		53			52			54		55			53
Total interest expense		1,139			1,058			1,032		946			835
NET INTEREST INCOME		11,422			11,970			11,753		11,432			11,192
Recovery of loan losses		—			(220	)		—		(140	)		—
NET INTEREST INCOME AFTER RECOVERY OF LOAN LOSSES		11,422			12,190			11,753		11,572			11,192
NONINTEREST INCOME
Service charges		529			532			571		564			597
Net gain on sale of available-for-sale securities		—			—			59		123			28
Earnings on bank owned life insurance		99			97			102		89			102
Other income		214			237			240		236			283
Total noninterest income		842			866			972		1,012			1,010
NONINTEREST EXPENSES
Salaries and employee benefits		4,121			4,906			4,824		4,862			4,774
Occupancy expense		657			685			704		707			651
Equipment expense		523			402			436		406			402
Professional fees		203			261			340		408			473
FDIC assessment		90			90			90		90			130
Telephone, postage, supplies		314			324			321		325			297
Advertising expense		100			109			127		107			108
Data processing expense		143			143			145		144			139
Low income housing expense		129			122			122		123			105
Surety insurance		89			87			89		89			84
Director fees		72			72			72		72			72
Other real estate owned (income) expense, net		(333	)		63			—		7			10
Other expenses		313			354			378		338			360
Total noninterest expense		6,421			7,618			7,648		7,678			7,605
EARNINGS BEFORE PROVISION FOR INCOME TAXES		5,843			5,438			5,077		4,906			4,597
Provision for income taxes		1,655			4,478			1,766		1,555			1,508
NET EARNINGS AVAILABLE TO COMMON STOCKHOLDERS	$	4,188		$	960		$	3,311	$	3,351		$	3,089

FNB Bancorp and Subsidiary
(Dollar and share amounts in thousands, except earnings per share)
	(Unaudited)
	Three Months Ended
	March 31,			December 31,			September 30,			June 30,			March 31,
	2018			2017			2017			2017			2017

Per Share and Shareholder Information:
Basic earnings per share available to common stockholders	$	0.56		$	0.13		$	0.45		$	0.46		$	0.42
Diluted earnings per share available to common stockholders	$	0.54		$	0.13		$	0.43		$	0.44		$	0.41
Cash dividends declared	$	973		$	964		$	961		$	886		$	823
Average shares outstanding		7,463			7,412			7,375			7,342			7,300
Average diluted shares outstanding		7,685			7,669			7,619			7,585			7,518
Shares outstanding as of end of period		7,481			7,442			7,403			7,362			7,311

SELECTED PERFORMANCE DATA
Annualized return on average assets		1.32	%		0.30	%		1.05	%		1.07	%		1.00	%
Annualized return on average equity		14.18	%		3.18	%		11.10	%		11.58	%		11.24	%
Net interest margin (taxable equivalent)		3.86	%		4.01	%		3.97	%		3.93	%		3.97	%
Average loans as a percent of average deposits		80.23	%		79.17	%		78.73	%		81.18	%		79.73	%
Average total stockholders' equity as a% of average total assets		9.30	%		9.47	%		9.43	%		9.21	%		8.91	%
Annualized common dividend payout ratio		23.23	%		100.42	%		29.02	%		26.44	%		26.64	%

				(Extracted from
LOANS				audited annual
(Dollars in thousands)	(Unaudited)			financial statements)			(Unaudited)			(Unaudited)			(Unaudited)
	March 31,			December 31,			September 30,			June 30,			March 31,
	2018			2017			2017			2017			2017
Real estate loans:
Construction	$	36,775		$	35,206		$	49,374		$	46,325		$	49,490
Commercial		453,999			456,992			443,556			436,286			431,295
Multi family		105,780			105,138			109,396			104,373			112,911
Residential		175,656			173,476			174,000			166,610			169,373
Commercial & industrial loans		51,520			55,727			51,827			57,217			49,277
Consumer loans		17,993			14,057			11,193			8,884			6,065
Gross loans		841,723			840,596			839,346			819,695			818,411
Net deferred loan (fees) cost		(489	)		(659	)		4			(1,010	)		(1,076	)
Allowance for loan losses		(10,186	)		(10,171	)		(10,250	)		(10,177	)		(10,144	)
NET LOANS	$	831,048		$	829,766		$	829,100		$	808,508		$	807,191

Cautionary Statement: This release contains certain forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those stated herein. Management's assumptions and projections are based on their anticipation of future events and actual performance may differ materially from those projected. Risks and uncertainties which could impact future financial performance include, among others, (a) competitive pressures in the banking industry; (b) changes in the interest rate environment; (c) general economic conditions, either nationally or regionally or locally, including fluctuations in real estate values; (d) changes in the regulatory environment; (e) changes in business conditions or the securities markets and inflation; (f) possible shortages of gas and electricity at utility companies operating in the State of California, and (g) the effects of terrorism, including the events of September 11, 2001, and thereafter, and the conduct of war on terrorism by the United States and its allies. Therefore, the information set forth herein, together with other information contained in the periodic reports filed by FNB Bancorp with the Securities and Exchange Commission, should be carefully considered when evaluating its business prospects. FNB Bancorp undertakes no obligation to update any forward-looking statements contained in this release. Statements concerning the potential merger of the Company with TriCo Bancshares and the potential merger of the Bank with Tri Counties Bank may also be forward-looking statements. Reference should be made to the Company’s Annual Report on Forms 10-K and 10-K/A for the year ended December 31 2017, the TriCo Bancshares Annual Report on Form 10-K for the year ended December 31, 2017, and the TriCo Bancshares Form S-4 Registration Statement, as well as their other filings with the Securities and Exchange Commission, for a more detailed discussion of risks, uncertainties and factors that could cause actual results to differ from those discussed in the forward-looking statements.

FNB BANCORP/CA/ - FORM 8-K - EX-99.1 CHARTER - April 27, 2018

Attached files

FNB BANCORP/CA/ Reports