x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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PEOPLES BANCORP INC.
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(Exact name of registrant as specified in its charter)
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Ohio
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31-0987416
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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138 Putnam Street, PO Box 738, Marietta, Ohio
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45750-0738
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
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(740) 373-3155
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Name of each exchange on which registered
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Common shares, without par value
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The NASDAQ Stock Market LLC
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Securities registered pursuant to Section 12(g) of the Act:
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None
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Large accelerated
filer
o
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Accelerated filer
x
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Non-accelerated filer
o
(Do not check if a smaller reporting company)
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Smaller reporting company
o
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TABLE OF CONTENTS
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PART 1
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ITEM 1.
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ITEM 1A.
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ITEM 1B.
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ITEM 2.
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ITEM 3.
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ITEM 4.
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PART II
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ITEM 5.
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ITEM 6.
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ITEM 7.
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ITEM 7A.
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ITEM 8.
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ITEM 9.
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ITEM 9A.
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ITEM 9B.
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PART III
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ITEM 10.
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ITEM 11.
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ITEM 12.
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ITEM 13.
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ITEM 14.
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PART IV
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ITEM 15.
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•
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the Consumer Financial Protection Bureau has been established and empowered to exercise broad regulatory, supervisory and enforcement authority with respect to both new and existing consumer financial protection laws;
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•
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the Dodd-Frank Act restricts the preemption of state law by federal law and disallows subsidiaries and affiliates of national banks from availing themselves of such preemption;
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•
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the deposit insurance assessment base for federal deposit insurance has been expanded from domestic deposits to average assets minus average tangible equity;
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•
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the Dodd-Frank Act instructs appropriate federal banking agencies to make the capital requirements for banks and savings and loan holding companies and insured depository institutions countercyclical so that the amount of capital required to be maintained increases in times of economic expansion and decreases in times of economic contraction, consistent with safety and soundness;
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•
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the prohibition on the payment of interest on demand deposits has been repealed, effective July 21, 2011, thereby permitting depository institutions to pay interest on business transaction and other accounts;
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•
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the standard maximum amount of deposit insurance per customer has been permanently increased to $250,000 and non-interest-bearing transaction accounts have unlimited deposit insurance through January 1, 2013;
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•
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financial holding companies, such as Peoples, are required to be well capitalized and well managed and must continue to be both well capitalized and well managed in order to acquire banks located outside their home state;
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•
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the Dodd-Frank Act extended the application to most bank holding companies of the same leverage and risk-based capital requirements that apply to insured depository institutions, which, among other things, will disallow treatment of trust preferred securities as Tier 1 capital under certain circumstances;
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•
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new corporate governance requirements, which are generally applicable to most larger public companies, now require new compensation practices, including, but not limited to, providing shareholders the opportunity to cast a non-binding vote on executive compensation, to consider the independence of compensation advisors and new executive compensation disclosure requirements;
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•
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the Dodd-Frank Act amended the Electronic Fund Transfer Act to, among other things, give the Federal Reserve Board the authority to establish rules regarding interchange fees charged for electronic debit transactions by payment card issuers having assets over $10 billion and to enforce a new statutory requirement that such fees be reasonable and proportional to the actual cost of a transaction to the issuer; and
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•
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the authority of the Federal Reserve Board to examine financial holding companies and their non-bank subsidiaries was expanded.
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•
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“Tier 1 capital” consists of (1) common shareholders' equity; (2) qualifying perpetual preferred stock and trust preferred securities (up to 25% of total Tier 1 capital); and (3) minority interests in equity accounts of consolidated subsidiaries, less goodwill and certain other deductions including intangible assets and net unrealized gains and losses on available-for-sale securities.
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•
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“Tier 2 capital” consists primarily of allowance for loan losses and net unrealized gains on certain available-for-sale equity securities, subject to limitations established by the guidelines, as well as any qualifying perpetual preferred stock and trust preferred securities amounts excluded from Tier 1 capital. Tier 2 capital may also include, among other things, certain amounts of hybrid capital instruments, mandatory convertible debt and subordinated debt.
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As of
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|||
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Current
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January 1,
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Capital Ratio
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Amount
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2013
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2019
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CETI to risk-weighted assets
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none
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3.5
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%
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7
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%
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Tier 1 capital to risk-weighted assets
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4%
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4.5
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%
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8.5
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%
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Total capital to risk-weighted assets
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8%
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8
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%
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10.5
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%
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•
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Conditions in the financial markets, the real estate markets and economic conditions generally may adversely affect Peoples' business.
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•
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Legislative or regulatory changes or actions, or significant litigation, could adversely impact Peoples or the businesses in which it is engaged.
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•
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The recently enacted Dodd-Frank Act may adversely impact Peoples' results of operations, financial condition or liquidity.
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•
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Removal or reduction in stimulus activities or financial stabilization efforts by the federal government and other agencies may significantly affect Peoples' financial condition and results of operations.
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•
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Defaults by larger financial institutions could adversely affect Peoples' business, earnings and financial condition.
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•
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Increases in FDIC insurance premiums may have a material adverse affect on Peoples' earnings.
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•
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Changes in interest rates may adversely affect Peoples' profitability.
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•
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Peoples' exposure to credit risk could adversely affect Peoples' earnings and financial condition.
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•
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Peoples' allowance for loan losses may be insufficient.
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•
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Changes in accounting standards, policies, estimates or procedures
m
ay impact Peoples' reported financial condition or results of operations.
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•
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Peoples and Peoples Bank may elect or be compelled to seek additional capital in the future, but that capital may not be available when it is needed.
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•
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The financial services industry is very competitive.
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•
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Peoples' ability to pay dividends is limited.
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•
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Peoples' business could be adversely affected by material breaches in security of its systems.
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•
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Anti-takeover provisions may delay or prevent an acquisition or change in control by a third party.
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•
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Peoples and its subsidiaries are subject to examinations and challenges by tax authorities.
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Location
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Address
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Lease Expiration Date
(a)
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Athens Union Street
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152 W Union Street
Athens, Ohio
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January 2012
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High
Sales
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Low
Sales
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Dividends
Declared
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||||||
2011
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|
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Fourth Quarter
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$
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15.33
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$
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10.00
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$
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0.10
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Third Quarter
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13.00
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9.51
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0.10
|
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Second Quarter
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13.94
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10.43
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|
—
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First Quarter
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16.07
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11.78
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0.10
|
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2010
|
|
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||||||
Fourth Quarter
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$
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16.98
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$
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11.54
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$
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0.10
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Third Quarter
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17.60
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11.13
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0.10
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Second Quarter
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19.02
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12.82
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0.10
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First Quarter
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17.72
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9.25
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0.10
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Period
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(a)
Total Number of Common Shares Purchased
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(b)
Average Price Paid per Share
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(c)
Total Number of Common Shares Purchased as Part of Publicly Announced Plans or Programs
(1)
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(d)
Maximum
Number of Common Shares that May Yet Be Purchased Under the Plans or Programs
(1)
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|||||
October 1 – 31, 2011
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431
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(2)
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$
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12.74
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(2)
|
—
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—
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November 1 – 30, 2011
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1,234
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(2)
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$
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12.15
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(2)
|
—
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—
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December 1 – 31, 2011
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366
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(2)
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$
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15.00
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(2)
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—
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—
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Total
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2,031
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$
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12.79
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—
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—
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(1)
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Peoples’ Board of Directors did not authorized any stock repurchase plans or programs for 2011, due in part to the restrictions on stock repurchases imposed by the terms of the TARP Capital Purchase Program.
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(2)
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Information reflects solely common shares purchased in open market transactions by Peoples Bank under the Rabbi Trust Agreement establishing a rabbi trust holding assets to provide funds for the payment of the benefits under the Peoples Bancorp Inc. Second Amended and Restated Deferred Compensation Plan for Directors of Peoples Bancorp Inc. and Subsidiaries.
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At December 31,
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|||||||||||||||||
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2006
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2007
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2008
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2009
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2010
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2011
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||||||||||||
Peoples Bancorp Inc.
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$
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100.00
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$
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86.75
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$
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69.72
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$
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37.27
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|
$
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62.08
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|
$
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60.57
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|
NASDAQ Stocks (U.S. Companies)
|
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$
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100.00
|
|
$
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108.47
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|
$
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66.35
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|
$
|
95.38
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|
$
|
113.19
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|
$
|
113.81
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NASDAQ Bank Stocks
|
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$
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100.00
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|
$
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79.26
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$
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57.79
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|
$
|
48.42
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|
$
|
57.29
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|
$
|
51.19
|
|
|
At or For the Year Ended December 31,
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||||||||||||||
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2011
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2010
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2009
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2008
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2007
|
||||||||||
Operating Data
|
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|
||||||||||
Total interest income
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$
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75,133
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$
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89,335
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$
|
102,105
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$
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106,227
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$
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113,419
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|
Total interest expense
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21,154
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29,433
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40,262
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47,748
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|
59,498
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|||||
Net interest income
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53,979
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|
59,902
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|
61,843
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|
58,479
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|
53,921
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|||||
Provision for loan losses
|
7,998
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|
26,916
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|
25,721
|
|
27,640
|
|
3,959
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|
|||||
Net impairment loss on investment securities
|
—
|
|
(1,786
|
)
|
(7,707
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)
|
(4,260
|
)
|
(6,170
|
)
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|||||
Net (loss) gain on securities and asset transactions
|
(443
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)
|
(39
|
)
|
1,343
|
|
2,424
|
|
184
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|||||
Total non-interest income
|
32,944
|
|
31,634
|
|
32,050
|
|
32,097
|
|
31,350
|
|
|||||
FDIC insurance expense
|
1,867
|
|
2,470
|
|
3,442
|
|
361
|
|
146
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|||||
Other non-interest expense
|
59,464
|
|
54,572
|
|
55,240
|
|
53,124
|
|
51,306
|
|
|||||
Preferred dividends (e)
|
1,343
|
|
2,052
|
|
1,876
|
|
—
|
|
—
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|
|||||
Net income available to common shareholders
|
11,212
|
|
3,529
|
|
2,314
|
|
7,455
|
|
18,314
|
|
|||||
Balance Sheet Data
|
|
|
|
|
|
||||||||||
Total assets
|
1,794,161
|
|
1,837,985
|
|
2,001,827
|
|
2,002,338
|
|
1,885,553
|
|
|||||
Investment securities
|
669,228
|
|
641,307
|
|
751,866
|
|
708,753
|
|
565,463
|
|
|||||
Gross loans
|
938,506
|
|
960,718
|
|
1,052,058
|
|
1,104,032
|
|
1,120,941
|
|
|||||
Allowance for loan losses
|
23,717
|
|
26,766
|
|
27,257
|
|
22,931
|
|
15,718
|
|
|||||
Total intangible assets
|
64,475
|
|
64,870
|
|
65,599
|
|
66,406
|
|
68,029
|
|
|||||
Non-interest-bearing deposits
|
239,837
|
|
215,069
|
|
198,000
|
|
180,040
|
|
175,057
|
|
|||||
Retail interest-bearing deposits
|
1,047,189
|
|
1,059,066
|
|
1,095,466
|
|
1,034,418
|
|
951,731
|
|
|||||
Brokered deposits
|
64,054
|
|
87,465
|
|
102,420
|
|
151,910
|
|
59,589
|
|
|||||
Short-term borrowings
|
51,643
|
|
51,509
|
|
76,921
|
|
98,852
|
|
222,541
|
|
|||||
Long-term borrowings
|
142,312
|
|
157,703
|
|
246,113
|
|
308,297
|
|
231,979
|
|
|||||
Junior subordinated notes held by subsidiary trusts
|
22,600
|
|
22,565
|
|
22,530
|
|
22,495
|
|
22,460
|
|
|||||
Preferred stockholders' equity (e)
|
—
|
|
38,645
|
|
38,543
|
|
—
|
|
—
|
|
|||||
Common stockholders' equity
|
206,657
|
|
192,036
|
|
205,425
|
|
186,626
|
|
202,836
|
|
|||||
Tangible assets (d)
|
1,729,686
|
|
1,773,115
|
|
1,936,228
|
|
1,935,932
|
|
1,817,524
|
|
|||||
Tangible equity (d)
|
142,182
|
|
165,811
|
|
178,369
|
|
120,220
|
|
134,807
|
|
|||||
Tangible common equity (d)
|
142,182
|
|
127,166
|
|
139,826
|
|
120,220
|
|
134,807
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|
|||||
Per Common Share Data
|
|
|
|
|
|
||||||||||
Earnings (loss) per share – Basic
|
$
|
1.07
|
|
$
|
0.34
|
|
$
|
0.22
|
|
$
|
0.72
|
|
$
|
1.75
|
|
Earnings (loss) per share – Diluted
|
1.07
|
|
0.34
|
|
0.22
|
|
0.72
|
|
1.74
|
|
|||||
Cash dividends declared per share
|
0.30
|
|
0.40
|
|
0.66
|
|
0.91
|
|
0.88
|
|
|||||
Book value per share (c)
|
19.67
|
|
18.36
|
|
19.80
|
|
18.06
|
|
19.70
|
|
|||||
Tangible book value per share (c) (d)
|
$
|
13.53
|
|
$
|
12.16
|
|
$
|
13.48
|
|
$
|
11.63
|
|
$
|
13.09
|
|
Weighted-average shares outstanding – Basic
|
10,482,318
|
|
10,424,474
|
|
10,363,975
|
|
10,315,263
|
|
10,462,933
|
|
|||||
Weighted-average shares outstanding – Diluted
|
10,482,318
|
|
10,431,990
|
|
10,374,792
|
|
10,348,579
|
|
10,529,634
|
|
|||||
Common shares outstanding at end of period
|
10,507,124
|
|
10,457,327
|
|
10,374,637
|
|
10,333,884
|
|
10,296,748
|
|
|
At or For the Year Ended December 31,
|
|||||||||
|
2011
|
2010
|
2009
|
2008
|
2007
|
|||||
SIGNIFICANT RATIOS
|
|
|
|
|
|
|||||
Return on average stockholders' equity
|
5.72
|
%
|
2.33
|
%
|
1.80
|
%
|
3.67
|
%
|
9.21
|
%
|
Return on average common stockholders' equity
|
5.61
|
|
1.76
|
|
1.17
|
|
3.67
|
|
9.21
|
|
Return on average assets
|
0.69
|
|
0.28
|
|
0.21
|
|
0.39
|
|
0.98
|
|
Net interest margin
|
3.43
|
|
3.51
|
|
3.48
|
|
3.51
|
|
3.32
|
|
Efficiency ratio (a)
|
68.98
|
|
60.30
|
|
60.14
|
|
56.30
|
|
57.07
|
|
Average stockholders' equity to average assets
|
12.12
|
|
12.20
|
|
11.50
|
|
10.62
|
|
10.62
|
|
Average loans to average deposits
|
69.86
|
|
73.01
|
|
77.97
|
|
88.10
|
|
93.52
|
|
Dividend payout ratio
|
28.35
|
%
|
119.33
|
%
|
298.23
|
%
|
127.03
|
%
|
50.38
|
%
|
ASSET QUALITY RATIOS
|
|
|
|
|
|
|||||
Nonperforming loans as a percent of total loans (b)(c)
|
3.19
|
%
|
4.19
|
%
|
3.27
|
%
|
3.74
|
%
|
0.83
|
%
|
Nonperforming assets as a percent of total assets (b)(c)
|
1.80
|
|
2.45
|
|
2.03
|
|
2.09
|
|
0.51
|
|
Allowance for loan losses to loans net of unearned interest (c)
|
2.53
|
|
2.79
|
|
2.59
|
|
2.08
|
|
1.40
|
|
Allowance for loan losses to nonperforming loans (b)(c)
|
79.00
|
|
66.10
|
|
79.30
|
|
55.50
|
|
168.00
|
|
Provision for loan losses to average loans (annualized)
|
0.84
|
|
2.61
|
|
2.35
|
|
2.48
|
|
0.35
|
|
Net charge-offs as a percentage of average loans
|
1.16
|
%
|
2.66
|
%
|
1.96
|
%
|
1.83
|
%
|
0.25
|
%
|
CAPITAL INFORMATION (c)
|
|
|
|
|
|
|||||
Tier 1 common capital ratio
|
12.82
|
%
|
11.59
|
%
|
10.58
|
%
|
10.17
|
%
|
10.18
|
%
|
Tier 1 capital ratio
|
14.86
|
%
|
16.91
|
%
|
15.49
|
%
|
11.88
|
%
|
11.91
|
%
|
Total risk-based capital ratio
|
16.20
|
%
|
18.24
|
%
|
16.80
|
%
|
13.19
|
%
|
13.23
|
%
|
Leverage ratio
|
9.45
|
%
|
10.63
|
%
|
10.06
|
%
|
8.18
|
%
|
8.48
|
%
|
Tangible equity to tangible assets (d)
|
8.22
|
%
|
9.35
|
%
|
9.21
|
%
|
6.21
|
%
|
7.42
|
%
|
Tangible common equity to tangible assets (d)
|
8.22
|
%
|
7.17
|
%
|
7.22
|
%
|
6.21
|
%
|
7.42
|
%
|
(a)
|
Non-interest expense (less intangible asset amortization) as a percentage of fully tax-equivalent net interest income plus non-interest income (excluding gains or losses on investment securities and asset disposals).
|
(b)
|
Nonperforming loans include loans 90 days past due and accruing, renegotiated loans and nonaccrual loans. Nonperforming assets include nonperforming loans and other real estate owned.
|
(c)
|
Data presented as of the end of the period indicated.
|
(d)
|
These amounts represent non-GAAP financial measures since they exclude the balance sheet impact of intangible assets acquired through acquisitions on both total stockholders’ equity and total assets. Additional information regarding the calculation of these measures can be found later in this discussion under the caption “Capital/Stockholders’ Equity”.
|
(e)
|
Amounts relate to preferred shares issued and sold by Peoples in connection with its participation in the TARP Capital Purchase Program. Additional information regarding the preferred shares can be found in Note 11 of the Notes to the Consolidated Financial Statements.
|
(1)
|
deterioration in the credit quality of Peoples' loan portfolio could occur due to a number of factors, such as adverse changes in economic conditions that impair the ability of borrowers to repay their loans, the underlying value of the collateral could prove less valuable than otherwise assumed and assumed cash flows may be worse than expected, which may adversely impact the provision for loan losses;
|
(2)
|
competitive pressures among financial institutions or from non-financial institutions may increase significantly, including product and pricing pressures and Peoples' ability to attract, develop and retain qualified professionals;
|
(3)
|
changes in the interest rate environment, which may adversely impact interest margins and/or values of financial instruments;
|
(4)
|
changes in prepayment speeds, loan originations, sale volumes and charge-offs, which may be less favorable than expected and adversely impact the amount of interest income generated;
|
(5)
|
economic conditions, either nationally or in areas where Peoples and its subsidiaries do business, may be less favorable than expected, which could decrease the demand for loans, deposits and other financial services and increase loan delinquencies and defaults;
|
(6)
|
political developments, wars or other hostilities, which may disrupt or increase volatility in securities markets or other economic conditions;
|
(7)
|
legislative or regulatory developments affecting the respective businesses of Peoples and its subsidiaries, including changes in laws and regulations relating to taxes, accounting, banking, securities and other aspects of the financial services industry, specifically the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 as well as future regulations which will be adopted by the relevant regulatory agencies, which may subject Peoples and its subsidiaries to a variety of new and more stringent legal and regulatory requirements;
|
(8)
|
the effect of changes in accounting policies and practices, as may be adopted by the Financial Accounting Standards Board, the SEC, the Public Company Accounting Oversight Board and other regulatory agencies, and the accuracy of our assumptions and estimates used to prepare Peoples' consolidated financial statements;
|
(9)
|
adverse changes in the conditions and trends in the financial markets, which may adversely affect the fair value of securities within Peoples' investment portfolio and interest rate sensitivity of Peoples' consolidated balance sheet;
|
(10)
|
Peoples' ability to receive dividends from its subsidiaries;
|
(11)
|
Peoples' ability to maintain required capital levels and adequate sources of funding and liquidity;
|
(12)
|
the impact of larger or similar financial institutions encountering problems, which may adversely affect the banking industry and/or Peoples;
|
(13)
|
the costs and effects of regulatory and legal developments, including the outcome of potential regulatory or other governmental inquiries and legal proceedings and results of regulatory examinations;
|
(14)
|
the impact of reputational risk created by these developments on such matters as business generation and retention, funding and liquidity;
|
(15)
|
Peoples' ability to secure confidential information through the use of computer systems and telecommunications network may prove inadequate, which could adversely affect customer confidence in Peoples and/or result in Peoples incurring a financial loss and
|
(16)
|
other risk factors relating to the banking industry or Peoples as detailed from time to time in Peoples’ reports filed with the Securities and Exchange Commission (“SEC”), including those risk factors included in the disclosure under Item 1A – Risk Factors of this Form 10-K.
|
◦
|
As described in Note 13 of the Notes to the Consolidated Financial Statements, Peoples incurred settlement charges of $815,000 during 2011 due to lump-sum distributions to participants exceeding the threshold for recognizing such charges during the third quarter. No such charges were recognized in prior years.
|
◦
|
As described in Note 11 of the Notes to the Consolidated Financial Statements, the Board of Directors adopted a new schedule for declaring dividends with respect to Peoples' common shares during 2011. As a result, no common dividends were declared on common shares in the second quarter of 2011, which had a positive impact on Peoples' common equity and corresponding capital ratios. On January 26, 2012, the Board of Directors declared cash dividend of $0.11 per common share with respect to earnings for the fourth quarter of 2011. This cash dividend represents a 10% increase over the dividends declared and paid in recent quarters.
|
◦
|
As described in Note 11 of the Notes to the Consolidated Financial Statements, on January 30, 2009, Peoples received $39.0 million of new equity capital under the U.S. Treasury’s TARP Capital Purchase Program. The investment was in the form of newly-issued non-voting cumulative perpetual preferred shares and a related 10-year warrant to purchase common shares sold by Peoples to the U.S. Treasury (the “TARP Capital Investment”). On February 2, 2011, Peoples repurchased $21.0 million of the preferred shares held by the U.S. Treasury and the remaining $18.0 million on December 28, 2011 (collectively, the "TARP Capital Redemption"). In connection with these transactions, Peoples recognized the portion of the unamortized discount associated with the preferred shares repurchased, which was reduced net income available to common shareholders by $186,000 in the first quarter and $112,000 in the fourth quarter. On February 15, 2012, Peoples completed the repurchase of the Warrant for an aggregate price of $1.2 million. This transaction will be recognized as a reduction in the common stock component of Peoples' stockholders' equity. Thus, there will be no impact on Peoples's first quarter 2012 earnings.
|
◦
|
Since 2008, Peoples periodically has taken actions to reduce interest rate exposures within the investment portfolio and the entire balance sheet, which have included the sale of low yielding investment securities and repayment of high-cost borrowings. These actions included the sale of $86.6 million of investment securities, primarily low yielding U.S. agency mortgage-backed securities and U.S. government-backed student loan pools, during the third quarter of 2010. The proceeds from these investment sales were used to prepay $60.0 million of wholesale repurchase agreements thereby deleveraging the balance sheet. The repurchase agreements had a weighted-average cost of 4.53% and originally were scheduled to mature in or before 2012.
|
◦
|
In the first quarter of 2010, Peoples recognized a non-cash pre-tax other-than-temporary impairment (“OTTI”) loss of $1.0 million on its then remaining investment in collateralized debt obligation (“CDO”) securities. These securities were equity tranche CDO securities comprised mostly of bank-issued trust preferred securities. The OTTI loss reflected management’s estimation of credit losses incurred during the first quarter of 2010 based upon actual defaults, its evaluation of the credit quality of the issuers and corresponding analysis of cash flows to be received from the securities. After recognition of the first quarter 2010 OTTI loss, Peoples no longer had any exposure to CDO securities within its investment portfolio.
|
◦
|
Since early 2008, Peoples’ loan quality has been impacted negatively by adverse conditions within the commercial real estate market and economy as a whole, which has caused declines in commercial real estate values and deterioration in the financial condition of various commercial borrowers. These conditions led Peoples to downgrade the loan quality ratings of various commercial real estate loans through its normal loan review process. In addition, several impaired loans became under-collateralized due to reductions in the estimated net realizable fair value of the underlying collateral.
As a result, Peoples’ provision for loan losses, net charge-offs and nonperforming loans in prior quarters were significantly higher than long-term historical levels.
Peoples has also recognized losses on other real estate owned (“OREO”) due to declining commercial real estate values.
|
◦
|
Beginning in the second quarter of 2011, Peoples has experienced generally improving trends in several asset quality metrics. Additionally, the amount of criticized loans has decreased due in part to Peoples upgrading the loan quality ratings of various commercial loans. These conditions have resulted in lower provisions for loan losses. However, unfavorable economic conditions within Peoples' market area, coupled with sustained weakness in commercial real estate values, continues to place stress on certain industries and segments of Peoples' loan portfolio, such as the hospitality sector.
|
◦
|
In 2009, the Board of Directors of the Federal Deposit Insurance Corporation (“FDIC”) took steps to restore the Deposit Insurance Fund, which affected all FDIC-insured depository institutions. These actions included increasing base assessment rates, imposing a one-time special assessment and requiring the prepayment of assessments for fourth quarter 2009 and full years 2010 through 2012. As a result, Peoples incurred higher FDIC insurance costs in 2009 and 2010 compared to historical amounts. On April 1, 2011, new regulations required by the Dodd-Frank Act became effective changing the deposit insurance assessment base from total domestic deposits to average total assets minus average tangible equity, as well as changing the assessment system for large institutions and the assessment rate schedule. The new assessment base reduced Peoples' FDIC insurance costs beginning with the amount recorded for the second quarter of 2011.
|
◦
|
Peoples' net interest income and margin are impacted by changes in market interest rates based upon actions taken by the Federal Reserve either directly or through its Open Market Committee. These actions include changing its target Federal Funds Rate (the interest rate at which banks lend money to each other), Discount Rate (the interest rate charged to banks for money borrowed from the Federal Reserve) and longer-term market interest rates (primarily U.S. Treasury securities). Longer-term market interest rates also are affected by the demand for U.S. Treasury securities. The resulting changes in the yield curve slope have a direct impact on reinvestment rates for Peoples' earning assets.
|
◦
|
Since December 2008, the Federal Reserve has maintained its target Federal Funds Rate at a historically low level of 0% to 0.25%. Additionally, between December 2008 and February 2010, the Federal Reserve maintained the Discount Rate at 0.50%. These actions produced correspondingly low short-term market interest rates. In February 2010, the Federal Reserve increased the Discount Rate by 25 basis points to 0.75% while leaving its target Federal Funds Rate range unchanged, thereby widening the spread between the Discount Rate and the high end of the target Federal Funds Rate. Both the Federal Funds Rate and Discount Rate have remained unchanged since February 2010.
|
◦
|
Since late 2008, the Federal Reserve has taken various actions to lower longer-term market interest rates as a means of stimulating the economy – a policy commonly referred to as “quantitative easing”. These actions have included the buying and selling of mortgage-backed and other debt securities through its open market operations. As a result, the slope of the U.S. Treasury yield curve has fluctuated significantly. Substantial flattening occurred in late 2008, in mid-2010 and during the third quarter of 2011, while moderate steepening occurred in the second half of 2009 and late 2010.
|
(Dollars in thousands)
|
2011
|
2010
|
2009
|
||||||
Net interest income, as reported
|
$
|
53,979
|
|
$
|
59,902
|
|
$
|
61,843
|
|
Taxable equivalent adjustments
|
1,133
|
|
1,542
|
|
1,605
|
|
|||
Fully tax-equivalent net interest income
|
$
|
55,112
|
|
$
|
61,444
|
|
$
|
63,448
|
|
|
2011
|
|
2010
|
|
2009
|
|||||||||||||||||||||
(
Dollars in thousands)
|
Average Balance
|
Income/ Expense
|
Yield/Cost
|
|
Average Balance
|
Income/ Expense
|
Yield/Cost
|
|
Average Balance
|
Income/ Expense
|
Yield/Cost
|
|||||||||||||||
Short-term investments
|
$
|
11,522
|
|
$
|
24
|
|
0.21
|
%
|
|
$
|
36,508
|
|
$
|
91
|
|
0.25
|
%
|
|
$
|
28,496
|
|
$
|
71
|
|
0.25
|
%
|
Investment Securities (1):
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Taxable
|
631,112
|
|
24,332
|
|
3.86
|
%
|
|
656,719
|
|
29,728
|
|
4.53
|
%
|
|
660,828
|
|
34,521
|
|
5.22
|
%
|
||||||
Nontaxable (2)
|
38,653
|
|
2,385
|
|
6.17
|
%
|
|
57,781
|
|
3,621
|
|
6.27
|
%
|
|
67,471
|
|
4,325
|
|
6.41
|
%
|
||||||
Total investment securities
|
669,765
|
|
26,717
|
|
3.99
|
%
|
|
714,500
|
|
33,349
|
|
4.67
|
%
|
|
728,299
|
|
38,846
|
|
5.33
|
%
|
||||||
Loans (3):
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Commercial
|
616,970
|
|
30,375
|
|
4.92
|
%
|
|
682,736
|
|
36,169
|
|
5.30
|
%
|
|
725,021
|
|
40,299
|
|
5.56
|
%
|
||||||
Real estate (4)
|
246,878
|
|
13,111
|
|
5.31
|
%
|
|
260,964
|
|
14,650
|
|
5.61
|
%
|
|
273,625
|
|
17,163
|
|
6.27
|
%
|
||||||
Consumer
|
87,103
|
|
6,039
|
|
6.93
|
%
|
|
86,203
|
|
6,618
|
|
7.68
|
%
|
|
94,411
|
|
7,331
|
|
7.76
|
%
|
||||||
Total loans
|
950,951
|
|
49,525
|
|
5.21
|
%
|
|
1,029,903
|
|
57,437
|
|
5.58
|
%
|
|
1,093,057
|
|
64,793
|
|
5.93
|
%
|
||||||
Less: Allowance for loan losses
|
(27,259
|
)
|
|
|
|
(29,597
|
)
|
|
|
|
(25,081
|
)
|
|
|
||||||||||||
Net loans
|
923,692
|
|
49,525
|
|
5.36
|
%
|
|
1,000,306
|
|
57,437
|
|
5.74
|
%
|
|
1,067,976
|
|
64,793
|
|
6.07
|
%
|
||||||
Total earning assets
|
1,604,979
|
|
76,266
|
|
4.75
|
%
|
|
1,751,314
|
|
90,877
|
|
5.19
|
%
|
|
1,824,771
|
|
103,710
|
|
5.68
|
%
|
||||||
Intangible assets
|
64,621
|
|
|
|
|
65,153
|
|
|
|
|
66,010
|
|
|
|
||||||||||||
Other assets
|
141,479
|
|
|
|
|
145,260
|
|
|
|
|
133,530
|
|
|
|
||||||||||||
Total assets
|
$
|
1,811,079
|
|
|
|
|
$
|
1,961,727
|
|
|
|
|
$
|
2,024,311
|
|
|
|
|||||||||
Deposits:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Savings accounts
|
$
|
134,752
|
|
$
|
184
|
|
0.14
|
%
|
|
$
|
120,301
|
|
$
|
193
|
|
0.16
|
%
|
|
$
|
126,226
|
|
$
|
645
|
|
0.51
|
%
|
Interest-bearing demand accounts
|
242,496
|
|
1,645
|
|
0.68
|
%
|
|
234,503
|
|
2,614
|
|
1.11
|
%
|
|
207,117
|
|
3,127
|
|
1.51
|
%
|
||||||
Money market accounts
|
266,273
|
|
789
|
|
0.30
|
%
|
|
291,632
|
|
2,171
|
|
0.74
|
%
|
|
235,690
|
|
2,735
|
|
1.16
|
%
|
||||||
Brokered deposits
|
70,417
|
|
2,308
|
|
3.28
|
%
|
|
102,153
|
|
2,994
|
|
2.93
|
%
|
|
131,071
|
|
4,500
|
|
3.43
|
%
|
||||||
Retail certificates of deposit
|
419,226
|
|
9,004
|
|
2.15
|
%
|
|
451,746
|
|
11,150
|
|
2.47
|
%
|
|
506,132
|
|
15,116
|
|
2.99
|
%
|
||||||
Total interest-bearing deposits
|
1,133,164
|
|
13,930
|
|
1.23
|
%
|
|
1,200,335
|
|
19,122
|
|
1.59
|
%
|
|
1,206,236
|
|
26,123
|
|
2.17
|
%
|
||||||
Borrowed Funds:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Short-term FHLB advances
|
5,525
|
|
5
|
|
0.08
|
%
|
|
8,712
|
|
10
|
|
0.11
|
%
|
|
6,867
|
|
15
|
|
0.19
|
%
|
||||||
Other short-term borrowings
|
41,589
|
|
98
|
|
0.23
|
%
|
|
50,185
|
|
252
|
|
0.49
|
%
|
|
53,056
|
|
467
|
|
0.87
|
%
|
||||||
Total short-term borrowings
|
47,114
|
|
103
|
|
0.22
|
%
|
|
58,897
|
|
262
|
|
0.44
|
%
|
|
59,923
|
|
482
|
|
0.81
|
%
|
||||||
Long-term FHLB advances
|
84,193
|
|
2,895
|
|
3.44
|
%
|
|
102,685
|
|
3,624
|
|
3.53
|
%
|
|
136,272
|
|
5,354
|
|
3.93
|
%
|
||||||
Wholesale repurchase agreements
|
65,000
|
|
2,247
|
|
3.41
|
%
|
|
113,219
|
|
4,439
|
|
3.87
|
%
|
|
153,795
|
|
6,323
|
|
4.05
|
%
|
||||||
Other long-term borrowings
|
22,583
|
|
1,979
|
|
8.64
|
%
|
|
22,548
|
|
1,986
|
|
8.69
|
%
|
|
22,513
|
|
1,980
|
|
8.67
|
%
|
||||||
Total long-term borrowings
|
171,776
|
|
7,121
|
|
4.11
|
%
|
|
238,452
|
|
10,049
|
|
4.18
|
%
|
|
312,580
|
|
13,657
|
|
4.37
|
%
|
||||||
Total borrowed funds
|
218,890
|
|
7,224
|
|
3.27
|
%
|
|
297,349
|
|
10,311
|
|
3.44
|
%
|
|
372,503
|
|
14,139
|
|
3.76
|
%
|
||||||
Total interest-bearing liabilities
|
1,352,054
|
|
21,154
|
|
1.56
|
%
|
|
1,497,684
|
|
29,433
|
|
1.96
|
%
|
|
1,578,739
|
|
40,262
|
|
2.55
|
%
|
||||||
Non-interest-bearing deposits
|
228,093
|
|
|
|
|
210,310
|
|
|
|
|
195,688
|
|
|
|
||||||||||||
Other liabilities
|
11,435
|
|
|
|
|
14,336
|
|
|
|
|
17,036
|
|
|
|
||||||||||||
Total liabilities
|
1,591,582
|
|
|
|
|
1,722,330
|
|
|
|
|
1,791,463
|
|
|
|
||||||||||||
Preferred equity
|
19,492
|
|
|
|
|
38,594
|
|
|
|
|
35,438
|
|
|
|
||||||||||||
Common equity
|
200,005
|
|
|
|
|
200,803
|
|
|
|
|
197,410
|
|
|
|
||||||||||||
Total stockholders’ equity
|
219,497
|
|
|
|
|
239,397
|
|
|
|
|
232,848
|
|
|
|
||||||||||||
Total liabilities and stockholders’ equity
|
$
|
1,811,079
|
|
|
|
|
$
|
1,961,727
|
|
|
|
|
$
|
2,024,311
|
|
|
|
|||||||||
Interest rate spread
|
|
$
|
55,112
|
|
3.19
|
%
|
|
|
$
|
61,444
|
|
3.23
|
%
|
|
|
$
|
63,448
|
|
3.13
|
%
|
||||||
Net interest margin
|
3.43
|
%
|
|
|
|
3.51
|
%
|
|
|
|
3.48
|
%
|
(1)
|
Average balances are based on carrying value.
|
(2)
|
Interest income and yields are presented on a fully tax-equivalent basis using a 35% federal statutory tax rate.
|
(3)
|
Nonaccrual and impaired loans are included in the average loan balances. Related interest income earned on nonaccrual loans prior to the loans being placed on nonaccrual is included in loan interest income. Loan fees included in interest income were immaterial for all periods presented.
|
(4)
|
Loans held for sale are included in the average loan balance listed. Related interest income on loans originated for sale prior to the loan being sold is included in loan interest income.
|
(Dollars in thousands)
|
Changes from 2010 to 2011
|
|
Changes from 2009 to 2010
|
||||||||||||||||
Increase (decrease) in:
|
Rate
|
Volume
|
Total
(1)
|
|
Rate
|
Volume
|
Total
(1)
|
||||||||||||
INTEREST INCOME:
|
|
|
|
|
|
|
|
||||||||||||
Short-term investments
|
$
|
(13
|
)
|
$
|
(54
|
)
|
$
|
(67
|
)
|
|
$
|
—
|
|
$
|
20
|
|
$
|
20
|
|
Investment Securities:
(2)
|
|
|
|
|
|
|
|
||||||||||||
Taxable
|
(4,270
|
)
|
(1,126
|
)
|
(5,396
|
)
|
|
(4,579
|
)
|
(214
|
)
|
(4,793
|
)
|
||||||
Nontaxable
|
(57
|
)
|
(1,179
|
)
|
(1,236
|
)
|
|
(93
|
)
|
(611
|
)
|
(704
|
)
|
||||||
Total investment income
|
(4,327
|
)
|
(2,305
|
)
|
(6,632
|
)
|
|
(4,672
|
)
|
(825
|
)
|
(5,497
|
)
|
||||||
Loans
:
|
|
|
|
|
|
|
|
||||||||||||
Commercial
|
(2,472
|
)
|
(3,322
|
)
|
(5,794
|
)
|
|
(1,832
|
)
|
(2,298
|
)
|
(4,130
|
)
|
||||||
Real estate
|
(766
|
)
|
(773
|
)
|
(1,539
|
)
|
|
(1,747
|
)
|
(766
|
)
|
(2,513
|
)
|
||||||
Consumer
|
(648
|
)
|
69
|
|
(579
|
)
|
|
(80
|
)
|
(633
|
)
|
(713
|
)
|
||||||
Total loan income
|
(3,886
|
)
|
(4,026
|
)
|
(7,912
|
)
|
|
(3,659
|
)
|
(3,697
|
)
|
(7,356
|
)
|
||||||
Total interest income
|
(8,226
|
)
|
(6,385
|
)
|
(14,611
|
)
|
|
(8,331
|
)
|
(4,502
|
)
|
(12,833
|
)
|
||||||
INTEREST EXPENSE:
|
|
|
|
|
|
|
|
||||||||||||
Deposits:
|
|
|
|
|
|
|
|
||||||||||||
Savings accounts
|
(28
|
)
|
19
|
|
(9
|
)
|
|
(423
|
)
|
(29
|
)
|
(452
|
)
|
||||||
Interest-bearing demand accounts
|
(1,054
|
)
|
85
|
|
(969
|
)
|
|
(894
|
)
|
381
|
|
(513
|
)
|
||||||
Money market accounts
|
(1,206
|
)
|
(176
|
)
|
(1,382
|
)
|
|
(1,125
|
)
|
561
|
|
(564
|
)
|
||||||
Brokered certificates of deposit
|
325
|
|
(1,011
|
)
|
(686
|
)
|
|
(601
|
)
|
(905
|
)
|
(1,506
|
)
|
||||||
Retail certificates of deposit
|
(1,377
|
)
|
(769
|
)
|
(2,146
|
)
|
|
(2,450
|
)
|
(1,516
|
)
|
(3,966
|
)
|
||||||
Total deposit cost
|
(3,340
|
)
|
(1,852
|
)
|
(5,192
|
)
|
|
(5,493
|
)
|
(1,508
|
)
|
(7,001
|
)
|
||||||
Borrowed funds:
|
|
|
|
|
|
|
|
||||||||||||
Short-term borrowings
|
(118
|
)
|
(41
|
)
|
(159
|
)
|
|
(199
|
)
|
(21
|
)
|
(220
|
)
|
||||||
Long-term borrowings
|
(578
|
)
|
(2,350
|
)
|
(2,928
|
)
|
|
(779
|
)
|
(2,829
|
)
|
(3,608
|
)
|
||||||
Total borrowed funds cost
|
(696
|
)
|
(2,391
|
)
|
(3,087
|
)
|
|
(978
|
)
|
(2,850
|
)
|
(3,828
|
)
|
||||||
Total interest expense
|
(4,036
|
)
|
(4,243
|
)
|
(8,279
|
)
|
|
(6,471
|
)
|
(4,358
|
)
|
(10,829
|
)
|
||||||
Net interest income
|
$
|
(4,190
|
)
|
$
|
(2,142
|
)
|
$
|
(6,332
|
)
|
|
$
|
(1,860
|
)
|
$
|
(144
|
)
|
$
|
(2,004
|
)
|
(1)
|
The change in interest due to both rate and volume has been allocated to rate and volume changes in proportion to the relationship of the dollar amounts of the change in each.
|
(2)
|
Presented on a fully tax-equivalent basis.
|
(Dollars in thousands)
|
2011
|
2010
|
2009
|
||||||
Provision for checking account overdrafts
|
$
|
418
|
|
$
|
551
|
|
$
|
799
|
|
Provision for other loan losses
|
7,580
|
|
26,365
|
|
24,922
|
|
|||
Total provision for loan losses
|
$
|
7,998
|
|
$
|
26,916
|
|
$
|
25,721
|
|
As a percentage of average gross loans
|
0.84
|
%
|
2.61
|
%
|
2.35
|
%
|
(Dollars in thousands)
|
2011
|
2010
|
2009
|
||||||
Collateralized debt obligations
|
$
|
—
|
|
$
|
986
|
|
$
|
3,707
|
|
Mortgage-backed securities
|
—
|
|
800
|
|
—
|
|
|||
Individual bank-issued trust preferred securities
|
—
|
|
—
|
|
4,000
|
|
|||
Total net impairment losses
|
$
|
—
|
|
$
|
1,786
|
|
$
|
7,707
|
|
(Dollars in thousands)
|
2011
|
2010
|
2009
|
||||||
Net loss on OREO
|
$
|
(1,395
|
)
|
$
|
(1,854
|
)
|
$
|
(118
|
)
|
Gain (loss) on loans held-for-sale
|
469
|
|
(1,319
|
)
|
—
|
|
|||
Loss on debt extinguishment
|
—
|
|
(3,630
|
)
|
—
|
|
|||
Net gain (loss) on bank premises and equipment
|
10
|
|
(88
|
)
|
15
|
|
|||
Net other gains (losses)
|
$
|
(916
|
)
|
$
|
(6,891
|
)
|
$
|
(103
|
)
|
(Dollars in thousands)
|
2011
|
2010
|
2009
|
||||||
Overdraft and non-sufficient funds fees
|
$
|
8,153
|
|
$
|
8,357
|
|
$
|
9,336
|
|
Account maintenance fees
|
1,315
|
|
866
|
|
769
|
|
|||
Other fees and charges
|
297
|
|
358
|
|
285
|
|
|||
Total deposit account service charges
|
$
|
9,765
|
|
$
|
9,581
|
|
$
|
10,390
|
|
(Dollars in thousands)
|
2011
|
2010
|
2009
|
||||||
Property and casualty insurance commissions
|
$
|
7,419
|
|
$
|
7,385
|
|
$
|
7,633
|
|
Performance-based commissions
|
944
|
|
585
|
|
828
|
|
|||
Life and health insurance commissions
|
624
|
|
580
|
|
661
|
|
|||
Credit life and A&H insurance commissions
|
158
|
|
123
|
|
119
|
|
|||
Other fees and charges
|
120
|
|
173
|
|
149
|
|
|||
Total insurance income
|
$
|
9,265
|
|
$
|
8,846
|
|
$
|
9,390
|
|
(Dollars in thousands)
|
2011
|
2010
|
2009
|
||||||
Fiduciary
|
$
|
4,293
|
|
$
|
4,396
|
|
$
|
3,760
|
|
Brokerage
|
1,255
|
|
952
|
|
962
|
|
|||
Total trust and investment income
|
$
|
5,548
|
|
$
|
5,348
|
|
$
|
4,722
|
|
|
|
|
|
||||||
Trust assets under management
|
$
|
821,659
|
|
$
|
836,587
|
|
$
|
750,993
|
|
Brokerage assets under management
|
262,196
|
|
256,579
|
|
216,479
|
|
|||
Total managed assets
|
$
|
1,083,855
|
|
$
|
1,093,166
|
|
$
|
967,472
|
|
Average during the year
|
$
|
1,092,781
|
|
$
|
977,577
|
|
$
|
873,930
|
|
(Dollars in thousands)
|
2011
|
2010
|
2009
|
||||||
Base salaries and wages
|
$
|
21,320
|
|
$
|
20,269
|
|
$
|
20,455
|
|
Sales-based and incentive compensation
|
4,646
|
|
3,365
|
|
3,130
|
|
|||
Employee benefits
|
5,927
|
|
4,802
|
|
5,037
|
|
|||
Stock-based compensation
|
310
|
|
92
|
|
149
|
|
|||
Deferred personnel costs
|
(1,370
|
)
|
(1,260
|
)
|
(1,477
|
)
|
|||
Payroll taxes and other employment costs
|
2,793
|
|
1,954
|
|
2,100
|
|
|||
Total salaries and employee benefit costs
|
$
|
33,626
|
|
$
|
29,222
|
|
$
|
29,394
|
|
Full-time equivalent employees:
|
|
|
|
||||||
Actual at end of period
|
513
|
|
534
|
|
537
|
|
|||
Average during the period
|
535
|
|
531
|
|
543
|
|
(Dollars in thousands)
|
2011
|
2010
|
2009
|
||||||
Depreciation
|
$
|
1,967
|
|
$
|
1,943
|
|
$
|
1,998
|
|
Repairs and maintenance costs
|
1,614
|
|
1,596
|
|
1,549
|
|
|||
Net rent expense
|
891
|
|
894
|
|
837
|
|
|||
Property taxes, utilities and other costs
|
1,413
|
|
1,348
|
|
1,372
|
|
|||
Total net occupancy and equipment expense
|
$
|
5,885
|
|
$
|
5,781
|
|
$
|
5,756
|
|
(Dollars in thousands)
|
2011
|
2010
|
2009
|
2008
|
2007
|
||||||||||
Obligations of:
|
|
|
|
|
|
||||||||||
U.S. Treasury and government agencies
|
$
|
32
|
|
$
|
39
|
|
$
|
82
|
|
$
|
176
|
|
$
|
197
|
|
U.S. government sponsored agencies
|
13,037
|
|
12,262
|
|
4,473
|
|
8,442
|
|
74,470
|
|
|||||
States and political subdivisions
|
35,745
|
|
47,379
|
|
62,953
|
|
68,930
|
|
69,247
|
|
|||||
Residential mortgage-backed securities
|
527,003
|
|
507,534
|
|
558,825
|
|
511,201
|
|
356,605
|
|
|||||
Commercial mortgage-backed securities
|
37,289
|
|
30,700
|
|
24,188
|
|
25,951
|
|
—
|
|
|||||
Bank-issued trust preferred securities
|
12,211
|
|
12,984
|
|
13,826
|
|
17,888
|
|
19,185
|
|
|||||
Equity securities
|
3,254
|
|
3,088
|
|
2,593
|
|
2,761
|
|
4,566
|
|
|||||
U.S. government-backed student loan pools
|
—
|
|
—
|
|
59,442
|
|
44,985
|
|
—
|
|
|||||
Collateralized debt obligations
|
—
|
|
—
|
|
165
|
|
4,423
|
|
5,896
|
|
|||||
Preferred stocks
|
—
|
|
—
|
|
—
|
|
—
|
|
12,065
|
|
|||||
Total fair value
|
$
|
628,571
|
|
$
|
613,986
|
|
$
|
726,547
|
|
$
|
684,757
|
|
$
|
542,231
|
|
Total amortized cost
|
$
|
617,128
|
|
$
|
617,122
|
|
$
|
706,444
|
|
$
|
696,855
|
|
$
|
535,979
|
|
Net unrealized gain (loss)
|
$
|
11,443
|
|
$
|
(3,136
|
)
|
$
|
20,103
|
|
$
|
(12,098
|
)
|
$
|
6,252
|
|
(Dollars in thousands)
|
2011
|
2010
|
2009
|
2008
|
2007
|
||||||||||
Residential
|
$
|
58,660
|
|
$
|
113,559
|
|
$
|
153,621
|
|
$
|
192,133
|
|
$
|
46,990
|
|
Commercial
|
1,288
|
|
26,090
|
|
24,188
|
|
25,951
|
|
—
|
|
|||||
Total fair value
|
$
|
59,948
|
|
$
|
139,649
|
|
$
|
177,809
|
|
$
|
218,084
|
|
$
|
46,990
|
|
Total amortized cost
|
$
|
59,148
|
|
$
|
136,997
|
|
$
|
177,370
|
|
$
|
231,153
|
|
$
|
47,757
|
|
Net unrealized gain
|
$
|
800
|
|
$
|
2,652
|
|
$
|
439
|
|
$
|
(13,069
|
)
|
$
|
(767
|
)
|
(Dollars in thousands)
|
2011
|
2010
|
2009
|
2008
|
2007
|
||||||||||
Gross portfolio loans:
|
|
|
|
|
|
||||||||||
Commercial real estate
|
$
|
410,352
|
|
$
|
425,528
|
|
$
|
466,148
|
|
$
|
438,163
|
|
$
|
464,527
|
|
Commercial and industrial
|
140,857
|
|
153,713
|
|
160,678
|
|
176,187
|
|
168,909
|
|
|||||
Real estate construction
|
30,577
|
|
27,595
|
|
41,906
|
|
92,032
|
|
87,023
|
|
|||||
Residential real estate
|
219,619
|
|
219,833
|
|
240,949
|
|
259,196
|
|
276,459
|
|
|||||
Home equity lines of credit
|
47,790
|
|
48,525
|
|
49,593
|
|
48,057
|
|
43,216
|
|
|||||
Consumer
|
87,531
|
|
83,323
|
|
91,164
|
|
88,729
|
|
78,335
|
|
|||||
Deposit account overdrafts
|
1,780
|
|
2,201
|
|
1,620
|
|
1,668
|
|
2,472
|
|
|||||
Total portfolio loans
|
$
|
938,506
|
|
$
|
960,718
|
|
$
|
1,052,058
|
|
$
|
1,104,032
|
|
$
|
1,120,941
|
|
Average total loans
|
950,951
|
|
1,029,903
|
|
1,093,057
|
|
1,113,247
|
|
1,122,808
|
|
|||||
Average allowance for loan losses
|
(27,259
|
)
|
(29,597
|
)
|
(25,081
|
)
|
(17,428
|
)
|
(14,775
|
)
|
|||||
Average loans, net of allowance
|
$
|
923,692
|
|
$
|
1,000,306
|
|
$
|
1,067,976
|
|
$
|
1,095,819
|
|
$
|
1,108,033
|
|
Percent of loans to total loans:
|
|
|
|
|
|
||||||||||
Commercial real estate
|
43.7
|
%
|
44.2
|
%
|
44.2
|
%
|
39.6
|
%
|
41.3
|
%
|
|||||
Commercial and industrial
|
15.0
|
%
|
16.0
|
%
|
15.3
|
%
|
16.0
|
%
|
15.1
|
%
|
|||||
Real estate construction
|
3.3
|
%
|
2.9
|
%
|
4.0
|
%
|
8.3
|
%
|
7.8
|
%
|
|||||
Residential real estate
|
23.4
|
%
|
22.9
|
%
|
22.9
|
%
|
23.5
|
%
|
24.7
|
%
|
|||||
Home equity lines of credit
|
5.1
|
%
|
5.1
|
%
|
4.7
|
%
|
4.4
|
%
|
3.9
|
%
|
|||||
Consumer
|
9.3
|
%
|
8.7
|
%
|
8.7
|
%
|
8.0
|
%
|
7.0
|
%
|
|||||
Deposit account overdrafts
|
0.2
|
%
|
0.2
|
%
|
0.2
|
%
|
0.2
|
%
|
0.2
|
%
|
|||||
Total percentage
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
|||||
Loans being serviced for others:
|
|
|
|
|
|
||||||||||
Residential real estate
|
$
|
275,715
|
|
$
|
250,691
|
|
$
|
227,855
|
|
$
|
181,506
|
|
$
|
176,809
|
|
(Dollars in thousands)
|
Due in
One Year or Less
|
Due in
One to Five Years
|
Due
After Five Years
|
Total
|
||||||||
Loan Type
|
|
|
|
|
||||||||
Commercial real estate:
|
|
|
|
|
||||||||
Fixed
|
$
|
15,791
|
|
$
|
50,190
|
|
$
|
11,144
|
|
$
|
77,125
|
|
Variable
|
217,313
|
|
108,468
|
|
7,446
|
|
333,227
|
|
||||
Total
|
$
|
233,104
|
|
$
|
158,658
|
|
$
|
18,590
|
|
$
|
410,352
|
|
Commercial and industrial:
|
|
|
|
|
||||||||
Fixed
|
$
|
5,979
|
|
$
|
36,814
|
|
$
|
11,361
|
|
$
|
54,154
|
|
Variable
|
86,045
|
|
658
|
|
—
|
|
86,703
|
|
||||
Total
|
$
|
92,024
|
|
$
|
37,472
|
|
$
|
11,361
|
|
$
|
140,857
|
|
Real estate construction:
|
|
|
|
|
||||||||
Fixed
|
$
|
—
|
|
$
|
9,858
|
|
$
|
80
|
|
$
|
9,938
|
|
Variable
|
16,729
|
|
3,801
|
|
109
|
|
20,639
|
|
||||
Total
|
$
|
16,729
|
|
$
|
13,659
|
|
$
|
189
|
|
$
|
30,577
|
|
(Dollars in thousands)
|
Outstanding Balance
|
Loan Commitments
|
Total Exposure
|
% of Total
|
||||
Real Estate Construction Loans:
|
|
|
|
|
||||
Health care facilities
|
6,448
|
|
6,091
|
|
12,539
|
|
30.9
|
%
|
Assisted living facilities and nursing homes
|
9,858
|
|
—
|
|
9,858
|
|
24.3
|
%
|
Apartment complexes
|
3,288
|
|
2,273
|
|
5,561
|
|
13.7
|
%
|
Mixed commercial use facilities - non-owner occupied
|
3,037
|
|
466
|
|
3,503
|
|
8.6
|
%
|
Restaurants
|
2,431
|
|
1,000
|
|
3,431
|
|
8.5
|
%
|
Other
|
5,515
|
|
176
|
|
5,691
|
|
14.0
|
%
|
Total real estate construction
|
30,577
|
|
10,006
|
|
40,583
|
|
100.0
|
%
|
(Dollars in thousands)
|
Outstanding Balance
|
Loan Commitments
|
Total Exposure
|
% of Total
|
|||||||
Commercial Real Estate Loans:
|
|
|
|
|
|||||||
Lodging and lodging related
|
$
|
65,808
|
|
$
|
170
|
|
$
|
65,978
|
|
15.8
|
%
|
Apartment complexes
|
54,651
|
|
332
|
|
54,983
|
|
13.2
|
%
|
|||
Office buildings and complexes:
|
|
|
|
|
|
||||||
Owner occupied
|
6,328
|
|
160
|
|
6,488
|
|
1.6
|
%
|
|||
Non-owner occupied
|
35,287
|
|
1,294
|
|
36,581
|
|
8.8
|
%
|
|||
Total office buildings and complexes
|
41,615
|
|
1,454
|
|
43,069
|
|
10.4
|
%
|
|||
Retail facilities:
|
|
|
|
|
|
||||||
Owner occupied
|
10,971
|
|
—
|
|
10,971
|
|
2.6
|
%
|
|||
Non-owner occupied
|
22,104
|
|
717
|
|
22,821
|
|
5.5
|
%
|
|||
Total retail facilities
|
33,075
|
|
717
|
|
33,792
|
|
8.1
|
%
|
|||
Assisted living facilities and nursing homes
|
31,876
|
|
—
|
|
31,876
|
|
7.6
|
%
|
|||
Light industrial facilities:
|
|
|
|
|
|
||||||
Owner occupied
|
19,172
|
|
22
|
|
19,194
|
|
4.6
|
%
|
|||
Non-owner occupied
|
9,814
|
|
—
|
|
9,814
|
|
2.3
|
%
|
|||
Total light industrial facilities
|
28,986
|
|
22
|
|
29,008
|
|
6.9
|
%
|
|||
Mixed commercial use facilities:
|
|
|
|
|
|||||||
Owner occupied
|
10,422
|
|
230
|
|
10,652
|
|
2.5
|
%
|
|||
Non-owner occupied
|
14,474
|
|
11
|
|
14,485
|
|
3.5
|
%
|
|||
Total mixed commercial use facilities
|
24,896
|
|
241
|
|
25,137
|
|
6.0
|
%
|
|||
Day care facilities:
|
|
|
|
|
|||||||
Owner occupied
|
5,469
|
|
65
|
|
5,534
|
|
1.3
|
%
|
|||
Non-owner occupied
|
14,599
|
|
—
|
|
14,599
|
|
3.5
|
%
|
|||
Total day care facilities
|
20,068
|
|
65
|
|
20,133
|
|
4.8
|
%
|
|||
Restaurant facilities:
|
|
|
|
|
|
||||||
Owner occupied
|
10,956
|
|
659
|
|
11,615
|
|
2.8
|
%
|
|||
Non-owner occupied
|
3,214
|
|
—
|
|
3,214
|
|
0.8
|
%
|
|||
Total restaurant facilities
|
14,170
|
|
659
|
|
14,829
|
|
3.6
|
%
|
|||
Other
|
95,207
|
|
3,795
|
|
99,002
|
|
23.6
|
%
|
|||
Total commercial real estate
|
$
|
410,352
|
|
$
|
7,455
|
|
$
|
417,807
|
|
100.0
|
%
|
(Dollars in thousands)
|
2011
|
2010
|
2009
|
2008
|
2007
|
||||||||||
Commercial real estate
|
$
|
18,947
|
|
$
|
21,806
|
|
$
|
22,125
|
|
|
|
||||
Commercial and industrial
|
2,434
|
|
2,160
|
|
1,586
|
|
|
|
|||||||
Total commercial
|
21,381
|
|
23,966
|
|
23,711
|
|
19,757
|
|
14,147
|
|
|||||
Residential real estate
|
1,119
|
|
1,400
|
|
1,619
|
|
1,414
|
|
419
|
|
|||||
Home equity lines of credit
|
541
|
|
431
|
|
528
|
|
526
|
|
433
|
|
|||||
Consumer
|
449
|
|
721
|
|
1,074
|
|
789
|
|
435
|
|
|||||
Deposit account overdrafts
|
227
|
|
248
|
|
325
|
|
445
|
|
284
|
|
|||||
Total allowance for loan losses
|
$
|
23,717
|
|
$
|
26,766
|
|
$
|
27,257
|
|
$
|
22,931
|
|
$
|
15,718
|
|
As a percentage of total loans
|
2.53
|
%
|
2.79
|
%
|
2.59
|
%
|
2.08
|
%
|
1.40
|
%
|
(Dollars in thousands)
|
2011
|
2010
|
2009
|
2008
|
2007
|
||||||||||
Allowance for loan losses, January 1
|
$
|
26,766
|
|
$
|
27,257
|
|
$
|
22,931
|
|
$
|
15,718
|
|
$
|
14,509
|
|
Gross charge-offs:
|
|
|
|
|
|
||||||||||
Commercial real estate
|
11,249
|
|
25,568
|
|
18,802
|
|
16,138
|
|
892
|
|
|||||
Commercial and industrial
|
1,033
|
|
1,281
|
|
817
|
|
1,923
|
|
1,056
|
|
|||||
Residential real estate
|
1,593
|
|
1,129
|
|
1,544
|
|
1,524
|
|
864
|
|
|||||
Real estate construction
|
—
|
|
68
|
|
—
|
|
—
|
|
53
|
|
|||||
Home equity lines of credit
|
366
|
|
131
|
|
82
|
|
145
|
|
400
|
|
|||||
Consumer
|
939
|
|
1,074
|
|
1,381
|
|
941
|
|
587
|
|
|||||
Deposit account overdrafts
|
664
|
|
929
|
|
1,294
|
|
1,298
|
|
849
|
|
|||||
Total gross charge-offs
|
15,844
|
|
30,180
|
|
23,920
|
|
21,969
|
|
4,701
|
|
|||||
Recoveries:
|
|
|
|
|
|
||||||||||
Commercial real estate
|
2,469
|
|
1,322
|
|
1,162
|
|
278
|
|
245
|
|
|||||
Commercial and industrial
|
729
|
|
220
|
|
91
|
|
239
|
|
662
|
|
|||||
Residential real estate
|
636
|
|
225
|
|
257
|
|
121
|
|
214
|
|
|||||
Real estate construction
|
—
|
|
—
|
|
—
|
|
156
|
|
54
|
|
|||||
Home equity lines of credit
|
51
|
|
34
|
|
55
|
|
27
|
|
144
|
|
|||||
Consumer
|
687
|
|
671
|
|
584
|
|
388
|
|
352
|
|
|||||
Deposit account overdrafts
|
225
|
|
301
|
|
376
|
|
333
|
|
280
|
|
|||||
Total recoveries
|
4,797
|
|
2,773
|
|
2,525
|
|
1,542
|
|
1,951
|
|
|||||
Net charge-offs (recoveries):
|
|
|
|
|
|
||||||||||
Commercial real estate
|
8,780
|
|
24,246
|
|
17,640
|
|
15,860
|
|
647
|
|
|||||
Commercial and industrial
|
304
|
|
1,061
|
|
726
|
|
1,684
|
|
394
|
|
|||||
Residential real estate
|
957
|
|
904
|
|
1,287
|
|
1,403
|
|
650
|
|
|||||
Real estate construction
|
—
|
|
68
|
|
—
|
|
(156
|
)
|
(1
|
)
|
|||||
Home equity lines of credit
|
315
|
|
97
|
|
27
|
|
118
|
|
256
|
|
|||||
Consumer
|
252
|
|
403
|
|
797
|
|
553
|
|
235
|
|
|||||
Deposit account overdrafts
|
439
|
|
628
|
|
918
|
|
965
|
|
569
|
|
|||||
Total net charge-offs
|
$
|
11,047
|
|
$
|
27,407
|
|
$
|
21,395
|
|
$
|
20,427
|
|
$
|
2,750
|
|
Provision for loan losses, December 31
|
7,998
|
|
26,916
|
|
25,721
|
|
27,640
|
|
3,959
|
|
|||||
Allowance for loan losses, December 31
|
23,717
|
|
26,766
|
|
27,257
|
|
22,931
|
|
15,718
|
|
(Dollars in thousands)
|
2011
|
2010
|
2009
|
2008
|
2007
|
||||||||||
Loans 90+ days past due and accruing:
|
|
|
|
|
|
||||||||||
Commercial real estate
|
$
|
—
|
|
$
|
—
|
|
$
|
164
|
|
$
|
—
|
|
$
|
—
|
|
Commercial and industrial
|
—
|
|
—
|
|
—
|
|
—
|
|
378
|
|
|||||
Residential real estate
|
—
|
|
27
|
|
238
|
|
—
|
|
—
|
|
|||||
Consumer
|
|
|
9
|
|
—
|
|
—
|
|
|||||||
Total
|
—
|
|
27
|
|
411
|
|
—
|
|
378
|
|
|||||
Nonaccrual loans:
|
|
|
|
|
|
||||||||||
Commercial real estate
|
20,587
|
|
34,392
|
|
25,852
|
|
36,768
|
|
4,832
|
|
|||||
Commercial and industrial
|
2,262
|
|
1,714
|
|
2,884
|
|
1,734
|
|
656
|
|
|||||
Residential real estate
|
3,440
|
|
3,197
|
|
4,687
|
|
2,271
|
|
2,906
|
|
|||||
Real estate construction
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Home equity
|
349
|
|
554
|
|
546
|
|
543
|
|
583
|
|
|||||
Consumer
|
—
|
|
—
|
|
3
|
|
4
|
|
3
|
|
|||||
Total
|
26,638
|
|
39,857
|
|
33,972
|
|
41,320
|
|
8,980
|
|
|||||
Troubled debt restructurings:
|
|
|
|
|
|
||||||||||
Commercial real estate
|
2,959
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Residential real estate
|
425
|
|
593
|
|
—
|
|
—
|
|
—
|
|
|||||
Total
|
3,384
|
|
593
|
|
—
|
|
—
|
|
—
|
|
|||||
Total nonperforming loans (NPLs)
|
30,022
|
|
40,477
|
|
34,383
|
|
41,320
|
|
9,358
|
|
|||||
Other real estate owned (OREO)
|
|
|
|
|
|
||||||||||
Commercial
|
2,194
|
|
4,280
|
|
6,087
|
|
378
|
|
—
|
|
|||||
Residential
|
—
|
|
215
|
|
226
|
|
147
|
|
343
|
|
|||||
Total
|
2,194
|
|
4,495
|
|
6,313
|
|
525
|
|
343
|
|
|||||
Total nonperforming assets (NPAs)
|
$
|
32,216
|
|
$
|
44,972
|
|
$
|
40,696
|
|
$
|
41,845
|
|
$
|
9,701
|
|
NPLs as a percent of total loans
|
3.19
|
%
|
4.19
|
%
|
3.27
|
%
|
3.74
|
%
|
0.83
|
%
|
|||||
NPAs as a percent of total assets
|
1.80
|
%
|
2.45
|
%
|
2.03
|
%
|
2.09
|
%
|
0.51
|
%
|
|||||
NPAs as a percent of gross loans and OREO
|
3.41
|
%
|
4.64
|
%
|
3.85
|
%
|
3.79
|
%
|
0.87
|
%
|
|||||
Allowance for loan losses as a percent of NPLs
|
79.00
|
%
|
66.10
|
%
|
79.30
|
%
|
55.50
|
%
|
168.00
|
%
|
(Dollars in thousands)
|
2011
|
2010
|
2009
|
2008
|
2007
|
||||||||||
Interest-bearing deposits:
|
|
|
|
|
|
||||||||||
Retail certificates of deposit
|
$
|
411,247
|
|
$
|
430,886
|
|
$
|
480,512
|
|
$
|
518,401
|
|
$
|
499,684
|
|
Money market deposit accounts
|
268,410
|
|
289,657
|
|
263,257
|
|
213,498
|
|
153,299
|
|
|||||
Governmental/public funds
|
122,916
|
|
122,444
|
|
112,074
|
|
105,714
|
|
101,039
|
|
|||||
Savings accounts
|
138,383
|
|
119,572
|
|
147,745
|
|
105,932
|
|
91,558
|
|
|||||
Interest-bearing demand accounts
|
106,233
|
|
96,507
|
|
91,878
|
|
90,873
|
|
106,151
|
|
|||||
Total retail interest-bearing deposits
|
1,047,189
|
|
1,059,066
|
|
1,095,466
|
|
1,034,418
|
|
951,731
|
|
|||||
Brokered certificates of deposits
|
64,054
|
|
87,465
|
|
102,420
|
|
151,910
|
|
59,589
|
|
|||||
Total interest-bearing deposits
|
1,111,243
|
|
1,146,531
|
|
1,197,886
|
|
1,186,328
|
|
1,011,320
|
|
|||||
Non-interest-bearing deposits
|
239,837
|
|
215,069
|
|
198,000
|
|
180,040
|
|
175,057
|
|
|||||
Total deposits
|
$
|
1,351,080
|
|
$
|
1,361,600
|
|
$
|
1,395,886
|
|
$
|
1,366,368
|
|
$
|
1,186,377
|
|
(Dollars in thousands)
|
2011
|
2010
|
2009
|
2008
|
2007
|
||||||||||
3 months or less
|
$
|
71,193
|
|
$
|
36,719
|
|
$
|
60,882
|
|
$
|
66,757
|
|
$
|
42,809
|
|
Over 3 to 6 months
|
9,554
|
|
18,767
|
|
25,637
|
|
50,545
|
|
33,411
|
|
|||||
Over 6 to 12 months
|
16,362
|
|
54,833
|
|
35,412
|
|
54,610
|
|
24,718
|
|
|||||
Over 12 months
|
97,600
|
|
91,682
|
|
93,002
|
|
63,345
|
|
43,386
|
|
|||||
Total
|
$
|
194,709
|
|
$
|
202,001
|
|
$
|
214,933
|
|
$
|
235,257
|
|
$
|
144,324
|
|
(Dollars in thousands)
|
2011
|
2010
|
2009
|
2008
|
2007
|
||||||||||
Short-term borrowings:
|
|
|
|
|
|
||||||||||
FHLB advances
|
$
|
8,500
|
|
$
|
—
|
|
$
|
25,000
|
|
$
|
30,000
|
|
$
|
187,500
|
|
Retail repurchase agreements
|
43,143
|
|
51,509
|
|
51,921
|
|
54,452
|
|
35,041
|
|
|||||
Other short-term borrowings
|
—
|
|
—
|
|
—
|
|
14,400
|
|
—
|
|
|||||
Total short-term borrowings
|
51,643
|
|
51,509
|
|
76,921
|
|
98,852
|
|
222,541
|
|
|||||
Long-term borrowings:
|
|
|
|
|
|
||||||||||
FHLB advances
|
77,312
|
|
92,703
|
|
101,113
|
|
148,297
|
|
83,229
|
|
|||||
National market repurchase agreements
|
65,000
|
|
65,000
|
|
145,000
|
|
160,000
|
|
148,750
|
|
|||||
Total long-term borrowings
|
142,312
|
|
157,703
|
|
246,113
|
|
308,297
|
|
231,979
|
|
|||||
Subordinated notes held by subsidiary trust
|
22,600
|
|
22,565
|
|
22,530
|
|
22,495
|
|
22,460
|
|
|||||
Total borrowed funds
|
$
|
216,555
|
|
$
|
231,777
|
|
$
|
345,564
|
|
$
|
429,644
|
|
$
|
476,980
|
|
(Dollars in thousands)
|
2011
|
2010
|
2009
|
2008
|
2007
|
||||||||||
Capital Amounts:
|
|
|
|
|
|
||||||||||
Tier 1 common
|
$
|
142,521
|
|
$
|
133,197
|
|
$
|
131,747
|
|
$
|
133,760
|
|
$
|
132,473
|
|
Tier 1
|
165,121
|
|
194,407
|
|
192,822
|
|
156,254
|
|
154,933
|
|
|||||
Total (Tier 1 and Tier 2)
|
180,053
|
|
209,738
|
|
209,144
|
|
173,470
|
|
172,117
|
|
|||||
Net risk-weighted assets
|
$
|
1,111,443
|
|
$
|
1,149,587
|
|
$
|
1,244,707
|
|
$
|
1,315,657
|
|
$
|
1,301,056
|
|
Capital Ratios:
|
|
|
|
|
|
||||||||||
Tier 1 common
|
12.82
|
%
|
11.59
|
%
|
10.58
|
%
|
10.17
|
%
|
10.18
|
%
|
|||||
Tier 1
|
14.86
|
%
|
16.91
|
%
|
15.49
|
%
|
11.88
|
%
|
11.91
|
%
|
|||||
Total (Tier 1 and Tier 2)
|
16.20
|
%
|
18.24
|
%
|
16.80
|
%
|
13.19
|
%
|
13.23
|
%
|
|||||
Leverage ratio
|
9.45
|
%
|
10.63
|
%
|
10.06
|
%
|
8.18
|
%
|
8.48
|
%
|
(Dollars in thousands)
|
2011
|
2010
|
2009
|
2008
|
2007
|
||||||||||
Tangible Equity:
|
|
|
|
|
|
||||||||||
Total stockholders' equity, as reported
|
$
|
206,657
|
|
$
|
230,681
|
|
$
|
243,968
|
|
$
|
186,626
|
|
$
|
202,836
|
|
Less: goodwill and other intangible assets
|
64,475
|
|
64,870
|
|
65,599
|
|
66,406
|
|
68,029
|
|
|||||
Tangible equity
|
$
|
142,182
|
|
$
|
165,811
|
|
$
|
178,369
|
|
$
|
120,220
|
|
$
|
134,807
|
|
|
|
|
|
|
|
||||||||||
Tangible Common Equity:
|
|
|
|
|
|
||||||||||
Tangible equity
|
$
|
142,182
|
|
$
|
165,811
|
|
$
|
178,369
|
|
$
|
120,220
|
|
$
|
134,807
|
|
Less: preferred stockholders' equity
|
—
|
|
38,645
|
|
38,543
|
|
—
|
|
—
|
|
|||||
Tangible common equity
|
$
|
142,182
|
|
$
|
127,166
|
|
$
|
139,826
|
|
$
|
120,220
|
|
$
|
134,807
|
|
|
|
|
|
|
|
||||||||||
Tangible Assets:
|
|
|
|
|
|
||||||||||
Total assets, as reported
|
$
|
1,794,161
|
|
$
|
1,837,985
|
|
$
|
2,001,827
|
|
$
|
2,002,338
|
|
$
|
1,885,553
|
|
Less: goodwill and other intangible assets
|
64,475
|
|
64,870
|
|
65,599
|
|
66,406
|
|
68,029
|
|
|||||
Tangible assets
|
$
|
1,729,686
|
|
$
|
1,773,115
|
|
$
|
1,936,228
|
|
$
|
1,935,932
|
|
$
|
1,817,524
|
|
(Dollars in thousands)
|
2011
|
2010
|
2009
|
2008
|
2007
|
||||||||||
Tangible Book Value per Share:
|
|
|
|
|
|
||||||||||
Tangible common equity
|
$
|
142,182
|
|
$
|
127,166
|
|
$
|
139,826
|
|
$
|
120,220
|
|
$
|
134,807
|
|
Common shares outstanding
|
10,507,124
|
|
10,457,327
|
|
10,374,637
|
|
10,333,884
|
|
10,296,748
|
|
|||||
|
|
|
|
|
|
||||||||||
Tangible book value per share
|
$
|
13.53
|
|
$
|
12.16
|
|
$
|
13.48
|
|
$
|
11.63
|
|
$
|
13.09
|
|
|
|
|
|
|
|
||||||||||
Tangible Equity to Tangible Assets Ratio:
|
|
|
|
|
|
||||||||||
Tangible equity
|
$
|
142,182
|
|
$
|
165,811
|
|
$
|
178,369
|
|
$
|
120,220
|
|
$
|
134,807
|
|
Tangible assets
|
$
|
1,729,686
|
|
$
|
1,773,115
|
|
$
|
1,936,228
|
|
$
|
1,935,932
|
|
$
|
1,817,524
|
|
|
|
|
|
|
|
||||||||||
Tangible equity to tangible assets
|
8.22
|
%
|
9.35
|
%
|
9.21
|
%
|
6.21
|
%
|
7.42
|
%
|
|||||
|
|
|
|
|
|
||||||||||
Tangible Common Equity to Tangible Assets Ratio:
|
|
|
|
|
|||||||||||
Tangible common equity
|
$
|
142,182
|
|
$
|
127,166
|
|
$
|
139,826
|
|
$
|
120,220
|
|
$
|
134,807
|
|
Tangible assets
|
$
|
1,729,686
|
|
$
|
1,773,115
|
|
$
|
1,936,228
|
|
$
|
1,935,932
|
|
$
|
1,817,524
|
|
|
|
|
|
|
|
||||||||||
Tangible common equity to tangible assets
|
8.22
|
%
|
7.17
|
%
|
7.22
|
%
|
6.21
|
%
|
7.42
|
%
|
Immediate and Sustained Shift in Interest Rates
|
Net Interest Income
|
Economic Value of Equity
|
+ / - 100 basis points
|
-5%
|
-10%
|
+ / - 200 basis points
|
-10%
|
-15%
|
+ / - 300 basis points
|
-15%
|
-20%
|
Increase in Interest Rate
|
Estimated Increase in
Net Interest Income
|
|
Estimated (Decrease) Increase in Economic Value of Equity
|
||||||||||||||||||||||
(in Basis Points)
|
December 31, 2011
|
|
December 31, 2010
|
|
December 31, 2011
|
|
December 31, 2010
|
||||||||||||||||||
300
|
$
|
7,061
|
|
|
13.9
|
%
|
|
$
|
8,973
|
|
17.2
|
%
|
|
$
|
(8,855
|
)
|
|
(4.1
|
)%
|
|
$
|
(9,005
|
)
|
(3.9
|
)%
|
200
|
6,250
|
|
|
12.3
|
%
|
|
6,860
|
|
13.2
|
%
|
|
2,036
|
|
|
0.9
|
%
|
|
(3,297
|
)
|
(1.4
|
)%
|
||||
100
|
4,548
|
|
|
9.0
|
%
|
|
4,048
|
|
7.8
|
%
|
|
7,728
|
|
|
3.6
|
%
|
|
1,599
|
|
0.7
|
%
|
Activity or Obligation
|
Note
|
Off-balance sheet credit-related financial instruments
|
16
|
Operating lease obligations
|
5
|
Long-term debt obligations
|
9
|
Junior subordinated notes held by subsidiary trusts
|
10
|
(a)
|
information required to be disclosed by Peoples in this Form 10-K and other reports Peoples files or submits under the Exchange Act would be accumulated and communicated to Peoples’ management, including its President and Chief Executive Officer and its Executive Vice President, Chief Financial Officer and Treasurer, as appropriate to allow timely decisions regarding required disclosure;
|
(b)
|
information required to be disclosed by Peoples in this Form 10-K and other reports Peoples files or submits under the Exchange Act would be recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms; and
|
(c)
|
Peoples’ disclosure controls and procedures were effective as of the end of the period covered by this Form 10-K.
|
By: /s/
|
CHARLES W. SULERZYSKI
|
|
By: /s/
|
EDWARD G. SLOANE
|
|
Charles W. Sulerzyski
|
|
|
Edward G. Sloane
|
|
President and Chief Executive Officer
|
|
|
Executive Vice President,
|
|
|
|
|
Chief Financial Officer and Treasurer
|
|
December 31,
|
||||||
(Dollars in thousands)
|
2011
|
|
2010
|
||||
Assets
|
|
|
|
||||
Cash and cash equivalents:
|
|
|
|
||||
Cash and due from banks
|
$
|
32,346
|
|
|
$
|
28,324
|
|
Interest-bearing deposits in other banks
|
6,604
|
|
|
46,320
|
|
||
Total cash and cash equivalents
|
38,950
|
|
|
74,644
|
|
||
|
|
|
|
||||
Available-for-sale investment securities, at fair value (amortized cost of $617,128 at December 31, 2011 and $617,122 at December 31, 2010)
|
628,571
|
|
|
613,986
|
|
||
Held-to-maturity investment securities, at amortized cost (fair value of $16,705 at December 31, 2011 and $2,954 at December 31, 2010)
|
16,301
|
|
|
2,965
|
|
||
Other investment securities, at cost
|
24,356
|
|
|
24,356
|
|
||
Total investment securities
|
669,228
|
|
|
641,307
|
|
||
Loans, net of deferred fees and costs
|
938,506
|
|
|
960,718
|
|
||
Allowance for loan losses
|
(23,717
|
)
|
|
(26,766
|
)
|
||
Net loans
|
914,789
|
|
|
933,952
|
|
||
Loans held for sale
|
3,271
|
|
|
4,755
|
|
||
Bank premises and equipment, net
|
23,905
|
|
|
24,934
|
|
||
Bank owned life insurance
|
49,384
|
|
|
53,532
|
|
||
Goodwill
|
62,520
|
|
|
62,520
|
|
||
Other intangible assets
|
1,955
|
|
|
2,350
|
|
||
Other assets
|
30,159
|
|
|
39,991
|
|
||
Total assets
|
$
|
1,794,161
|
|
|
$
|
1,837,985
|
|
Liabilities
|
|
|
|
||||
Deposits:
|
|
|
|
||||
Non-interest-bearing
|
$
|
239,837
|
|
|
$
|
215,069
|
|
Interest-bearing
|
1,111,243
|
|
|
1,146,531
|
|
||
Total deposits
|
1,351,080
|
|
|
1,361,600
|
|
||
Short-term borrowings
|
51,643
|
|
|
51,509
|
|
||
Long-term borrowings
|
142,312
|
|
|
157,703
|
|
||
Junior subordinated notes held by subsidiary trust
|
22,600
|
|
|
22,565
|
|
||
Accrued expenses and other liabilities
|
19,869
|
|
|
13,927
|
|
||
Total liabilities
|
1,587,504
|
|
|
1,607,304
|
|
||
Stockholders’ Equity
|
|
|
|
||||
Preferred stock, no par value, 50,000 shares authorized, no shares issued at December 31, 2011, and 39,000 issued at December 31, 2010
|
—
|
|
|
38,645
|
|
||
Common stock, no par value, 24,000,000 shares authorized, 11,122,247 shares issued at December 31, 2011 and 11,070,022 shares issued at December 31, 2010, including shares in treasury
|
166,969
|
|
|
166,298
|
|
||
Retained earnings
|
53,580
|
|
|
45,547
|
|
||
Accumulated other comprehensive income (loss), net of deferred income taxes
|
1,412
|
|
|
(4,453
|
)
|
||
Treasury stock, at cost, 615,123 shares at December 31, 2011 and 612,695 shares at December 31, 2010
|
(15,304
|
)
|
|
(15,356
|
)
|
||
Total stockholders’ equity
|
206,657
|
|
|
230,681
|
|
||
Total liabilities and stockholders’ equity
|
$
|
1,794,161
|
|
|
$
|
1,837,985
|
|
(Dollars in thousands, except per share data)
|
2011
|
|
2010
|
|
2009
|
||||||
Interest Income:
|
|
|
|
|
|
||||||
Interest and fees on loans
|
$
|
49,410
|
|
|
$
|
57,332
|
|
|
$
|
64,701
|
|
Interest and dividends on taxable investment securities
|
24,149
|
|
|
29,558
|
|
|
34,522
|
|
|||
Interest on tax-exempt investment securities
|
1,550
|
|
|
2,354
|
|
|
2,811
|
|
|||
Other interest income
|
24
|
|
|
91
|
|
|
71
|
|
|||
Total interest income
|
75,133
|
|
|
89,335
|
|
|
102,105
|
|
|||
Interest Expense:
|
|
|
|
|
|
||||||
Interest on deposits
|
13,930
|
|
|
19,122
|
|
|
26,123
|
|
|||
Interest on short-term borrowings
|
103
|
|
|
262
|
|
|
482
|
|
|||
Interest on long-term borrowings
|
5,142
|
|
|
8,063
|
|
|
11,677
|
|
|||
Interest on junior subordinated notes held by subsidiary trust
|
1,979
|
|
|
1,986
|
|
|
1,980
|
|
|||
Total interest expense
|
21,154
|
|
|
29,433
|
|
|
40,262
|
|
|||
Net interest income
|
53,979
|
|
|
59,902
|
|
|
61,843
|
|
|||
Provision for loan losses
|
7,998
|
|
|
26,916
|
|
|
25,721
|
|
|||
Net interest income after provision for loan losses
|
45,981
|
|
|
32,986
|
|
|
36,122
|
|
|||
Gross impairment losses on investment securities
|
—
|
|
|
(1,620
|
)
|
|
(7,406
|
)
|
|||
Less: Non-credit losses included in other comprehensive income
|
—
|
|
|
166
|
|
|
301
|
|
|||
Net impairment losses on investment securities
|
—
|
|
|
(1,786
|
)
|
|
(7,707
|
)
|
|||
Other Income:
|
|
|
|
|
|
||||||
Deposit account service charges
|
9,765
|
|
|
9,581
|
|
|
10,390
|
|
|||
Insurance income
|
9,265
|
|
|
8,846
|
|
|
9,390
|
|
|||
Trust and investment income
|
5,548
|
|
|
5,348
|
|
|
4,722
|
|
|||
Electronic banking income
|
5,142
|
|
|
4,686
|
|
|
3,954
|
|
|||
Mortgage banking income
|
1,687
|
|
|
1,566
|
|
|
1,719
|
|
|||
Bank owned life insurance
|
351
|
|
|
608
|
|
|
1,051
|
|
|||
Net gain on investment securities
|
473
|
|
|
6,852
|
|
|
1,446
|
|
|||
Net loss on asset disposals and other transactions
|
(916
|
)
|
|
(6,891
|
)
|
|
(103
|
)
|
|||
Other non-interest income
|
1,186
|
|
|
999
|
|
|
824
|
|
|||
Total other income
|
32,501
|
|
|
31,595
|
|
|
33,393
|
|
|||
Other Expenses:
|
|
|
|
|
|
||||||
Salaries and employee benefit costs
|
33,626
|
|
|
29,222
|
|
|
29,394
|
|
|||
Net occupancy and equipment
|
5,885
|
|
|
5,781
|
|
|
5,756
|
|
|||
Professional fees
|
3,531
|
|
|
3,108
|
|
|
3,042
|
|
|||
FDIC insurance
|
1,867
|
|
|
2,470
|
|
|
3,442
|
|
|||
Electronic banking expense
|
2,692
|
|
|
2,453
|
|
|
2,401
|
|
|||
Data processing and software
|
1,893
|
|
|
2,032
|
|
|
2,417
|
|
|||
Foreclosed real estate and other loan expenses
|
1,213
|
|
|
1,675
|
|
|
1,067
|
|
|||
Franchise tax
|
1,505
|
|
|
1,576
|
|
|
1,601
|
|
|||
Amortization of other intangible assets
|
586
|
|
|
918
|
|
|
1,252
|
|
|||
Communication expense
|
1,223
|
|
|
1,188
|
|
|
1,270
|
|
|||
Other non-interest expense
|
7,310
|
|
|
6,619
|
|
|
7,040
|
|
|||
Total other expenses
|
61,331
|
|
|
57,042
|
|
|
58,682
|
|
|||
Income before income taxes
|
17,151
|
|
|
5,753
|
|
|
3,126
|
|
|||
Income tax expense (benefit)
|
4,596
|
|
|
172
|
|
|
(1,064
|
)
|
|||
Net income
|
$
|
12,555
|
|
|
$
|
5,581
|
|
|
$
|
4,190
|
|
Preferred dividends
|
1,343
|
|
|
2,052
|
|
|
1,876
|
|
|||
Net income available to common shareholders
|
$
|
11,212
|
|
|
$
|
3,529
|
|
|
$
|
2,314
|
|
Earnings per common share - basic
|
$
|
1.07
|
|
|
$
|
0.34
|
|
|
$
|
0.22
|
|
Earnings per common share - diluted
|
$
|
1.07
|
|
|
$
|
0.34
|
|
|
$
|
0.22
|
|
Weighted-average number of common shares outstanding - basic
|
10,482,318
|
|
|
10,424,474
|
|
|
10,363,975
|
|
|||
Weighted-average number of common shares outstanding - diluted
|
10,482,318
|
|
|
10,431,990
|
|
|
10,374,792
|
|
|
|
|
|
Accumulated
|
|
|
||||||||||||
|
|
|
|
Other
|
|
Total
|
||||||||||||
|
Preferred
|
Common
|
Retained
|
Comprehensive
|
Treasury
|
Stockholders'
|
||||||||||||
(Dollars in thousands)
|
Stock
|
Stock
|
Earnings
|
Income (Loss)
|
Stock
|
Equity
|
||||||||||||
Balance, December 31, 2008
|
$
|
—
|
|
$
|
164,716
|
|
$
|
50,512
|
|
$
|
(12,288
|
)
|
$
|
(16,314
|
)
|
$
|
186,626
|
|
Net income
|
|
|
4,190
|
|
|
|
4,190
|
|
||||||||||
Other comprehensive income, net of tax
|
|
|
|
22,079
|
|
|
22,079
|
|
||||||||||
Issuance of preferred shares and common stock warrant
|
38,454
|
|
546
|
|
|
|
|
39,000
|
|
|||||||||
Accrued dividends on preferred shares
|
|
|
(1,787
|
)
|
|
|
(1,787
|
)
|
||||||||||
Amortization of discount on preferred stock
|
89
|
|
|
(89
|
)
|
|
|
—
|
|
|||||||||
Common stock cash dividends declared
|
|
|
(6,901
|
)
|
|
|
(6,901
|
)
|
||||||||||
Tax benefit from exercise of stock options
|
|
(14
|
)
|
|
|
|
(14
|
)
|
||||||||||
Purchase of treasury stock
|
|
|
|
|
(249
|
)
|
(249
|
)
|
||||||||||
Common shares issued under dividend reinvestment plan
|
|
830
|
|
|
|
|
830
|
|
||||||||||
Stock-based compensation expense
|
|
149
|
|
|
|
|
149
|
|
||||||||||
Reissuance of treasury stock for deferred compensation plan
|
|
|
|
|
45
|
|
45
|
|
||||||||||
Cumulative effect adjustment for non-credit portion of previously recorded OTTI losses
|
|
|
304
|
|
(304
|
)
|
|
—
|
|
|||||||||
Balance, December 31, 2009
|
$
|
38,543
|
|
$
|
166,227
|
|
$
|
46,229
|
|
$
|
9,487
|
|
$
|
(16,518
|
)
|
$
|
243,968
|
|
Net income
|
|
|
5,581
|
|
|
|
5,581
|
|
||||||||||
Other comprehensive income, net of tax
|
|
|
|
(13,940
|
)
|
|
(13,940
|
)
|
||||||||||
Reissuance of treasury stock for common stock option exercises
|
|
(428
|
)
|
|
|
855
|
|
427
|
|
|||||||||
Accrued dividends on preferred shares
|
|
|
(1,950
|
)
|
|
|
(1,950
|
)
|
||||||||||
Amortization of discount on preferred stock
|
102
|
|
|
(102
|
)
|
|
|
—
|
|
|||||||||
Common stock cash dividends declared
|
|
|
(4,211
|
)
|
|
|
(4,211
|
)
|
||||||||||
Tax benefit from exercise of stock options
|
|
4
|
|
|
|
|
4
|
|
||||||||||
Purchase of treasury stock
|
|
|
|
|
(181
|
)
|
(181
|
)
|
||||||||||
Common shares issued under dividend reinvestment plan
|
|
403
|
|
|
|
|
403
|
|
||||||||||
Stock-based compensation expense
|
|
92
|
|
|
|
|
92
|
|
||||||||||
Reissuance of treasury stock for deferred compensation plan
|
|
|
|
|
488
|
|
488
|
|
||||||||||
Balance, December 31, 2010
|
$
|
38,645
|
|
$
|
166,298
|
|
$
|
45,547
|
|
$
|
(4,453
|
)
|
$
|
(15,356
|
)
|
$
|
230,681
|
|
Net income
|
|
|
12,555
|
|
|
|
12,555
|
|
||||||||||
Other comprehensive income, net of tax
|
|
|
|
5,865
|
|
|
5,865
|
|
||||||||||
Accrued dividends on preferred shares
|
|
|
(988
|
)
|
|
|
(988
|
)
|
||||||||||
Amortization of discount on preferred stock
|
355
|
|
|
(355
|
)
|
|
|
—
|
|
|||||||||
Common stock cash dividends declared
|
|
|
(3,179
|
)
|
|
|
(3,179
|
)
|
||||||||||
Tax benefit from exercise of stock options
|
|
1
|
|
|
|
|
1
|
|
||||||||||
Reissuance of treasury stock for deferred compensation plan
|
|
|
|
|
176
|
|
176
|
|
||||||||||
Purchase of treasury stock
|
|
|
|
|
(187
|
)
|
(187
|
)
|
||||||||||
Common shares issued under dividend reinvestment plan
|
|
318
|
|
|
|
|
318
|
|
||||||||||
Issuance of common shares under Board of Directors' compensation plan
|
|
42
|
|
|
|
63
|
|
105
|
|
|||||||||
Stock-based compensation expense
|
|
310
|
|
|
|
|
310
|
|
||||||||||
Repurchase of preferred stock
|
(39,000
|
)
|
|
|
|
|
(39,000
|
)
|
||||||||||
Balance, December 31, 2011
|
$
|
—
|
|
$
|
166,969
|
|
$
|
53,580
|
|
$
|
1,412
|
|
$
|
(15,304
|
)
|
$
|
206,657
|
|
(Dollars in thousands)
|
2011
|
2010
|
2009
|
||||||
Operating activities:
|
|
|
|
||||||
Net income
|
$
|
12,555
|
|
$
|
5,581
|
|
$
|
4,190
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||||
Depreciation, amortization, and accretion, net
|
17,194
|
|
15,797
|
|
4,088
|
|
|||
Provision for loan losses
|
7,998
|
|
26,916
|
|
25,721
|
|
|||
Bank owned life insurance income
|
(351
|
)
|
(608
|
)
|
(1,051
|
)
|
|||
Net (gain) loss on investment securities
|
(473
|
)
|
(5,066
|
)
|
6,261
|
|
|||
Loans originated for sale
|
(72,132
|
)
|
(66,408
|
)
|
(96,731
|
)
|
|||
Proceeds from sales of loans
|
73,507
|
|
65,212
|
|
96,399
|
|
|||
Net gains on sales of loans
|
(1,432
|
)
|
(1,357
|
)
|
(1,602
|
)
|
|||
Deferred income tax expense (benefit)
|
462
|
|
(1,814
|
)
|
(5,212
|
)
|
|||
Increase (decrease) in accrued expenses
|
1,472
|
|
(155
|
)
|
155
|
|
|||
Decrease (increase) in interest receivable
|
290
|
|
1,193
|
|
(41
|
)
|
|||
Other, net
|
4,294
|
|
5,826
|
|
(8,921
|
)
|
|||
Net cash provided by operating activities
|
$
|
43,384
|
|
$
|
45,117
|
|
$
|
23,256
|
|
Investing activities:
|
|
|
|
||||||
Available-for-sale securities:
|
|
|
|
||||||
Purchases
|
(198,556
|
)
|
(269,396
|
)
|
(279,018
|
)
|
|||
Proceeds from sales
|
59,868
|
|
150,844
|
|
90,239
|
|
|||
Proceeds from maturities, calls and prepayments
|
126,587
|
|
202,671
|
|
174,808
|
|
|||
Purchase of held-to-maturity securities
|
(13,341
|
)
|
(2,000
|
)
|
(963
|
)
|
|||
Net decrease in loans
|
11,430
|
|
61,069
|
|
24,670
|
|
|||
Net expenditures for premises and equipment
|
(1,290
|
)
|
(1,979
|
)
|
(2,154
|
)
|
|||
Proceeds from sales of other real estate owned
|
2,158
|
|
499
|
|
512
|
|
|||
Proceeds from bank owned life insurance
|
4,499
|
|
—
|
|
—
|
|
|||
Investment in limited partnership and tax credit funds
|
(234
|
)
|
(249
|
)
|
(248
|
)
|
|||
Net cash (used in) provided by investing activities
|
(8,879
|
)
|
141,459
|
|
7,846
|
|
|||
Financing activities:
|
|
|
|
||||||
Net increase in non-interest-bearing deposits
|
24,768
|
|
17,069
|
|
17,960
|
|
|||
Net (decrease) increase in interest-bearing deposits
|
(35,379
|
)
|
(51,450
|
)
|
11,455
|
|
|||
Net increase (decrease) in short-term borrowings
|
134
|
|
(25,412
|
)
|
(21,931
|
)
|
|||
Proceeds from long-term borrowings
|
—
|
|
5,000
|
|
5,000
|
|
|||
Payments on long-term borrowings
|
(15,391
|
)
|
(93,410
|
)
|
(67,184
|
)
|
|||
Issuance of preferred shares and common stock warrant
|
—
|
|
—
|
|
39,000
|
|
|||
Repurchase of preferred shares
|
(39,000
|
)
|
—
|
|
—
|
|
|||
Preferred stock dividends
|
(1,232
|
)
|
(1,950
|
)
|
(1,543
|
)
|
|||
Cash dividends paid on common shares
|
(3,922
|
)
|
(3,822
|
)
|
(7,426
|
)
|
|||
Purchase of treasury stock
|
(187
|
)
|
(181
|
)
|
(249
|
)
|
|||
Proceeds from issuance of common shares
|
10
|
|
447
|
|
5
|
|
|||
Excess tax expense for stock-based compensation
|
—
|
|
4
|
|
(14
|
)
|
|||
Net cash used in financing activities
|
(70,199
|
)
|
(153,705
|
)
|
(24,927
|
)
|
|||
Net (decrease) increase in cash and cash equivalents
|
(35,694
|
)
|
32,871
|
|
6,175
|
|
|||
Cash and cash equivalents at beginning of period
|
74,644
|
|
41,773
|
|
35,598
|
|
|||
Cash and cash equivalents at end of period
|
$
|
38,950
|
|
$
|
74,644
|
|
$
|
41,773
|
|
Supplemental cash flow information:
|
|
|
|
||||||
Interest paid
|
$
|
21,386
|
|
$
|
30,109
|
|
$
|
41,015
|
|
Income taxes paid
|
$
|
1,574
|
|
$
|
385
|
|
$
|
1,262
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
||||||||||
(Dollars in thousands)
|
|
Quoted Prices in Active Markets for Identical Assets
|
Significant
Other
Observable
Inputs
|
Significant Unobservable Inputs
|
||||||||
Fair Value
|
(Level 1)
|
(Level 2)
|
(Level 3)
|
|||||||||
December 31, 2011
|
|
|
|
|
||||||||
Obligations of:
|
|
|
|
|
||||||||
U.S. Treasury and government agencies
|
$
|
32
|
|
$
|
—
|
|
$
|
32
|
|
$
|
—
|
|
U.S. government sponsored agencies
|
13,037
|
|
—
|
|
13,037
|
|
—
|
|
||||
States and political subdivisions
|
35,745
|
|
—
|
|
35,745
|
|
—
|
|
||||
Residential mortgage-backed securities
|
527,003
|
|
—
|
|
527,003
|
|
—
|
|
||||
Commercial mortgage-backed securities
|
37,289
|
|
—
|
|
37,289
|
|
—
|
|
||||
Bank-issued trust preferred securities
|
12,211
|
|
—
|
|
12,211
|
|
—
|
|
||||
Equity securities
|
3,254
|
|
3,126
|
|
128
|
|
—
|
|
||||
Total available-for-sale securities
|
$
|
628,571
|
|
$
|
3,126
|
|
$
|
625,445
|
|
$
|
—
|
|
December 31, 2010
|
|
|
|
|
||||||||
Obligations of:
|
|
|
|
|
||||||||
U.S. Treasury and government agencies
|
$
|
39
|
|
$
|
—
|
|
$
|
39
|
|
$
|
—
|
|
U.S. government sponsored agencies
|
12,262
|
|
—
|
|
12,262
|
|
—
|
|
||||
States and political subdivisions
|
47,379
|
|
—
|
|
47,379
|
|
—
|
|
||||
Residential mortgage-backed securities
|
507,534
|
|
18,179
|
|
489,355
|
|
—
|
|
||||
Commercial mortgage-backed securities
|
30,700
|
|
3,545
|
|
27,155
|
|
—
|
|
||||
Bank-issued trust preferred securities
|
12,984
|
|
—
|
|
12,984
|
|
—
|
|
||||
Equity securities
|
3,088
|
|
2,960
|
|
128
|
|
—
|
|
||||
Total available-for-sale securities
|
$
|
613,986
|
|
$
|
24,684
|
|
$
|
589,302
|
|
$
|
—
|
|
(Dollars in thousands)
|
Bank-Issued Trust Preferred Securities
|
Collateralized Debt Obligations
|
||||
Balance, December 31, 2009
|
$
|
1,000
|
|
$
|
165
|
|
Other-than-temporary impairment loss included in earnings
|
—
|
|
(986
|
)
|
||
Calls
|
(1,000
|
)
|
—
|
|
||
Unrealized gain included in comprehensive income
|
—
|
|
821
|
|
||
Balance, December 31, 2010
|
$
|
—
|
|
$
|
—
|
|
|
2011
|
|
2010
|
||||||||||
(Dollars in thousands)
|
Carrying Amount
|
Fair Value
|
|
Carrying Amount
|
Fair Value
|
||||||||
Financial assets
:
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
38,950
|
|
$
|
38,950
|
|
|
$
|
74,644
|
|
$
|
74,644
|
|
Investment securities
|
669,228
|
|
669,632
|
|
|
641,307
|
|
641,296
|
|
||||
Loans
|
918,060
|
|
828,477
|
|
|
938,707
|
|
825,547
|
|
||||
Financial liabilities:
|
|
|
|
|
|
||||||||
Deposits
|
$
|
1,351,080
|
|
$
|
1,363,742
|
|
|
$
|
1,361,600
|
|
$
|
1,380,336
|
|
Short-term borrowings
|
51,643
|
|
51,643
|
|
|
51,509
|
|
51,509
|
|
||||
Long-term borrowings
|
142,312
|
|
157,553
|
|
|
157,703
|
|
164,075
|
|
||||
Junior subordinated notes held by subsidiary trust
|
22,600
|
|
23,760
|
|
|
22,565
|
|
23,861
|
|
(Dollars in thousands)
|
Amortized Cost
|
Gross Unrealized Gains
|
Gross Unrealized Losses
|
Fair Value
|
||||||||
December 31, 2011
|
|
|
|
|
||||||||
Obligations of:
|
|
|
|
|
||||||||
U.S. Treasury and government agencies
|
$
|
32
|
|
$
|
—
|
|
$
|
—
|
|
$
|
32
|
|
U.S. government sponsored agencies
|
12,291
|
|
746
|
|
—
|
|
13,037
|
|
||||
States and political subdivisions
|
32,763
|
|
2,982
|
|
—
|
|
35,745
|
|
||||
Residential mortgage-backed securities
|
521,231
|
|
15,607
|
|
(9,835
|
)
|
527,003
|
|
||||
Commercial mortgage-backed securities
|
35,712
|
|
1,577
|
|
—
|
|
37,289
|
|
||||
Bank-issued trust preferred securities
|
13,886
|
|
12
|
|
(1,687
|
)
|
12,211
|
|
||||
Equity securities
|
1,213
|
|
2,134
|
|
(93
|
)
|
3,254
|
|
||||
Total available-for-sale securities
|
$
|
617,128
|
|
$
|
23,058
|
|
$
|
(11,615
|
)
|
$
|
628,571
|
|
December 31, 2010
|
|
|
|
|
||||||||
Obligations of:
|
|
|
|
|
||||||||
U.S. Treasury and government agencies
|
$
|
38
|
|
$
|
1
|
|
$
|
—
|
|
$
|
39
|
|
U.S. government sponsored agencies
|
12,753
|
|
55
|
|
(546
|
)
|
12,262
|
|
||||
States and political subdivisions
|
46,717
|
|
1,063
|
|
(401
|
)
|
47,379
|
|
||||
Residential mortgage-backed securities
|
512,399
|
|
14,154
|
|
(19,019
|
)
|
507,534
|
|
||||
Commercial mortgage-backed securities
|
30,124
|
|
648
|
|
(72
|
)
|
30,700
|
|
||||
Bank-issued trust preferred securities
|
13,877
|
|
79
|
|
(972
|
)
|
12,984
|
|
||||
Equity securities
|
1,214
|
|
1,970
|
|
(96
|
)
|
3,088
|
|
||||
Total available-for-sale securities
|
$
|
617,122
|
|
$
|
17,970
|
|
$
|
(21,106
|
)
|
$
|
613,986
|
|
(Dollars in thousands)
|
2011
|
2010
|
2009
|
||||||
Gross gains realized
|
$
|
1,110
|
|
$
|
8,306
|
|
$
|
1,460
|
|
Gross losses realized
|
637
|
|
1,454
|
|
14
|
|
|||
Net gain realized
|
$
|
473
|
|
$
|
6,852
|
|
$
|
1,446
|
|
|
Less than 12 Months
|
12 Months or More
|
Total
|
|||||||||||||||||||
(Dollars in thousands)
|
Fair
Value
|
Unrealized Loss
|
No. of Securities
|
Fair
Value
|
Unrealized Loss
|
No. of Securities
|
Fair
Value
|
Unrealized Loss
|
||||||||||||||
December 31, 2011
|
|
|
|
|
|
|
|
|
||||||||||||||
Obligations of:
|
|
|
|
|
|
|
|
|
||||||||||||||
U.S. Treasury and government agencies
|
$
|
—
|
|
$
|
—
|
|
—
|
|
$
|
3
|
|
$
|
—
|
|
1
|
|
$
|
3
|
|
$
|
—
|
|
U.S. government sponsored agencies
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
States and political subdivisions
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Residential mortgage-backed securities
|
60,148
|
|
756
|
|
13
|
|
91,400
|
|
9,079
|
|
15
|
|
151,548
|
|
9,835
|
|
||||||
Commercial mortgage-backed securities
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Bank-issued trust preferred securities
|
6,872
|
|
625
|
|
4
|
|
4,329
|
|
1,062
|
|
5
|
|
11,201
|
|
1,687
|
|
||||||
Equity securities
|
—
|
|
—
|
|
—
|
|
83
|
|
93
|
|
1
|
|
83
|
|
93
|
|
||||||
Total
|
$
|
67,020
|
|
$
|
1,381
|
|
17
|
|
$
|
95,815
|
|
$
|
10,234
|
|
22
|
|
$
|
162,835
|
|
$
|
11,615
|
|
December 31, 2010
|
|
|
|
|
|
|
|
|
||||||||||||||
Obligations of:
|
|
|
|
|
|
|
|
|
||||||||||||||
U.S. Treasury and government agencies
|
$
|
—
|
|
$
|
—
|
|
—
|
|
$
|
—
|
|
$
|
—
|
|
—
|
|
$
|
—
|
|
$
|
—
|
|
U.S. government sponsored agencies
|
11,202
|
|
546
|
|
1
|
|
—
|
|
—
|
|
—
|
|
11,202
|
|
546
|
|
||||||
States and political subdivisions
|
13,055
|
|
401
|
|
19
|
|
—
|
|
—
|
|
—
|
|
13,055
|
|
401
|
|
||||||
Residential mortgage-backed securities
|
152,075
|
|
13,080
|
|
23
|
|
39,540
|
|
5,939
|
|
9
|
|
191,615
|
|
19,019
|
|
||||||
Commercial mortgage-backed securities
|
21,388
|
|
72
|
|
4
|
|
—
|
|
—
|
|
—
|
|
21,388
|
|
72
|
|
||||||
Bank-issued trust preferred securities
|
4,290
|
|
47
|
|
3
|
|
5,144
|
|
925
|
|
5
|
|
9,434
|
|
972
|
|
||||||
Equity securities
|
—
|
|
—
|
|
—
|
|
80
|
|
96
|
|
1
|
|
80
|
|
96
|
|
||||||
Total
|
$
|
202,010
|
|
$
|
14,146
|
|
50
|
|
$
|
44,764
|
|
$
|
6,960
|
|
15
|
|
$
|
246,774
|
|
$
|
21,106
|
|
(Dollars in thousands)
|
Within 1 Year
|
1 to 5 Years
|
5 to 10 Years
|
Over 10 Years
|
Total
|
||||||||||
Amortized cost
|
|
|
|
|
|
||||||||||
Obligations of:
|
|
|
|
|
|
||||||||||
U.S. Treasury and government agencies
|
$
|
—
|
|
$
|
11
|
|
$
|
21
|
|
$
|
—
|
|
$
|
32
|
|
U.S. government sponsored agencies
|
—
|
|
719
|
|
11,572
|
|
—
|
|
12,291
|
|
|||||
States and political subdivisions
|
1,973
|
|
4,263
|
|
9,577
|
|
16,950
|
|
32,763
|
|
|||||
Residential mortgage-backed securities
|
207
|
|
5,405
|
|
56,439
|
|
459,180
|
|
521,231
|
|
|||||
Commercial mortgage-backed securities
|
—
|
|
—
|
|
34,514
|
|
1,198
|
|
35,712
|
|
|||||
Bank-issued trust preferred securities
|
—
|
|
—
|
|
—
|
|
13,886
|
|
13,886
|
|
|||||
Equity securities
|
—
|
|
—
|
|
—
|
|
1,213
|
|
1,213
|
|
|||||
Total available-for-sale securities
|
$
|
2,180
|
|
$
|
10,398
|
|
$
|
112,123
|
|
$
|
492,427
|
|
$
|
617,128
|
|
Fair value
|
|
|
|
|
|
||||||||||
Obligations of:
|
|
|
|
|
|
||||||||||
U.S. Treasury and government agencies
|
$
|
—
|
|
$
|
11
|
|
$
|
21
|
|
$
|
—
|
|
$
|
32
|
|
U.S. government sponsored agencies
|
—
|
|
775
|
|
12,262
|
|
—
|
|
13,037
|
|
|||||
States and political subdivisions
|
1,990
|
|
4,422
|
|
10,731
|
|
18,602
|
|
35,745
|
|
|||||
Residential mortgage-backed securities
|
211
|
|
6,005
|
|
58,631
|
|
462,156
|
|
527,003
|
|
|||||
Commercial mortgage-backed securities
|
—
|
|
—
|
|
36,002
|
|
1,287
|
|
37,289
|
|
|||||
Bank-issued trust preferred securities
|
—
|
|
—
|
|
—
|
|
12,211
|
|
12,211
|
|
|||||
Equity securities
|
—
|
|
—
|
|
—
|
|
3,254
|
|
3,254
|
|
|||||
Total available-for-sale securities
|
$
|
2,201
|
|
$
|
11,213
|
|
$
|
117,647
|
|
$
|
497,510
|
|
$
|
628,571
|
|
Total average yield
|
5.71
|
%
|
5.61
|
%
|
4.09
|
%
|
3.75
|
%
|
3.85
|
%
|
(Dollars in thousands)
|
Amortized Cost
|
Gross Unrealized Gains
|
Gross Unrealized Losses
|
Fair Value
|
||||||||
December 31, 2011
|
|
|
|
|
||||||||
Obligations of:
|
|
|
|
|
||||||||
States and political subdivisions
|
$
|
3,525
|
|
$
|
262
|
|
$
|
—
|
|
$
|
3,787
|
|
Residential mortgage-backed securities
|
12,776
|
|
230
|
|
(88
|
)
|
12,918
|
|
||||
Total held-to-maturity securities
|
$
|
16,301
|
|
$
|
492
|
|
$
|
(88
|
)
|
$
|
16,705
|
|
(Dollars in thousands)
|
Amortized Cost
|
Gross Unrealized Gains
|
Gross Unrealized Losses
|
Fair Value
|
||||||||
December 31, 2010
|
|
|
|
|
||||||||
Obligations of:
|
|
|
|
|
||||||||
States and political subdivisions
|
$
|
2,965
|
|
$
|
—
|
|
$
|
(11
|
)
|
$
|
2,954
|
|
Residential mortgage-backed securities
|
—
|
|
—
|
|
—
|
|
—
|
|
||||
Total held-to-maturity securities
|
$
|
2,965
|
|
$
|
—
|
|
$
|
(11
|
)
|
$
|
—
|
|
|
Less than 12 Months
|
|
12 Months or More
|
|
Total
|
|||||||||||||||||||
(Dollars in thousands)
|
Fair
Value
|
Unrealized Loss
|
No. of Securities
|
|
Fair
Value
|
Unrealized Loss
|
No. of Securities
|
|
Fair
Value
|
Unrealized Loss
|
||||||||||||||
December 31, 2011
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Obligations of:
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
States and political subdivisions
|
$
|
—
|
|
$
|
—
|
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
Residential mortgage-backed securities
|
6,416
|
|
88
|
|
1
|
|
|
—
|
|
—
|
|
—
|
|
|
6,416
|
|
88
|
|
||||||
Total
|
$
|
6,416
|
|
$
|
88
|
|
1
|
|
|
$
|
—
|
|
$
|
—
|
|
—
|
|
|
$
|
6,416
|
|
$
|
88
|
|
December 31, 2010
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Obligations of:
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
States and political subdivisions
|
$
|
2,954
|
|
$
|
11
|
|
2
|
|
|
$
|
—
|
|
$
|
—
|
|
—
|
|
|
$
|
2,954
|
|
$
|
11
|
|
Residential mortgage-backed securities
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
||||||
Total
|
$
|
2,954
|
|
$
|
11
|
|
2
|
|
|
$
|
—
|
|
$
|
—
|
|
—
|
|
|
$
|
2,954
|
|
$
|
11
|
|
(Dollars in thousands)
|
Within 1 Year
|
1 to 5 Years
|
5 to 10 Years
|
Over 10 Years
|
Total
|
||||||||||
Amortized cost
|
|
|
|
|
|
||||||||||
Obligations of:
|
|
|
|
|
|
||||||||||
States and political subdivisions
|
—
|
|
—
|
|
—
|
|
3,525
|
|
3,525
|
|
|||||
Residential mortgage-backed securities
|
—
|
|
—
|
|
—
|
|
12,776
|
|
12,776
|
|
|||||
Total held-to-maturity securities
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
16,301
|
|
$
|
16,301
|
|
Fair value
|
|
|
|
|
|
||||||||||
Obligations of:
|
|
|
|
|
|
||||||||||
States and political subdivisions
|
—
|
|
—
|
|
—
|
|
3,787
|
|
3,787
|
|
|||||
Residential mortgage-backed securities
|
—
|
|
—
|
|
—
|
|
12,918
|
|
12,918
|
|
|||||
Total held-to-maturity securities
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
16,705
|
|
$
|
16,705
|
|
Total average yield
|
—
|
%
|
—
|
%
|
—
|
%
|
3.04
|
%
|
3.04
|
%
|
(Dollars in thousands)
|
2011
|
2010
|
||||
Commercial real estate
|
$
|
410,352
|
|
$
|
425,528
|
|
Commercial and industrial
|
140,857
|
|
153,713
|
|
||
Real estate construction
|
30,577
|
|
27,595
|
|
||
Residential real estate
|
219,619
|
|
219,833
|
|
||
Home equity lines of credit
|
47,790
|
|
48,525
|
|
||
Consumer
|
87,531
|
|
83,323
|
|
||
Deposit account overdrafts
|
1,780
|
|
2,201
|
|
||
Total loans
|
$
|
938,506
|
|
$
|
960,718
|
|
(Dollars in thousands)
|
2011
|
2010
|
||||
Commercial real estate
|
$
|
3,754
|
|
$
|
3,616
|
|
Commercial and industrial
|
109
|
|
200
|
|
||
Residential real estate
|
14,497
|
|
17,893
|
|
||
Consumer
|
101
|
|
123
|
|
||
Total outstanding balance
|
$
|
18,461
|
|
$
|
21,832
|
|
Net carrying amount
|
$
|
17,954
|
|
$
|
21,229
|
|
|
|
|
|
Accruing Loans
|
|||||||||
|
Nonaccrual Loans
|
|
90+ Days Past Due
|
||||||||||
(Dollars in thousands)
|
2011
|
2010
|
|
2011
|
2010
|
||||||||
Commercial real estate
|
$
|
23,546
|
|
$
|
34,392
|
|
|
$
|
—
|
|
$
|
—
|
|
Commercial and industrial
|
2,262
|
|
1,714
|
|
|
—
|
|
—
|
|
||||
Real estate construction
|
—
|
|
—
|
|
|
—
|
|
—
|
|
||||
Residential real estate
|
3,865
|
|
3,790
|
|
|
—
|
|
27
|
|
||||
Home equity lines of credit
|
349
|
|
554
|
|
|
—
|
|
—
|
|
||||
Consumer
|
—
|
|
—
|
|
|
—
|
|
—
|
|
||||
Total
|
$
|
30,022
|
|
$
|
40,450
|
|
|
$
|
—
|
|
$
|
27
|
|
|
Loans Past Due
|
|
Current
|
Total
|
|||||||||||||||
(Dollars in thousands)
|
30 - 59 days
|
60 - 89 days
|
90 + Days
|
Total
|
|
Loans
|
Loans
|
||||||||||||
December 31, 2011
|
|
|
|
|
|
|
|
||||||||||||
Commercial real estate
|
$
|
2,700
|
|
$
|
2,286
|
|
$
|
11,363
|
|
$
|
16,349
|
|
|
$
|
394,003
|
|
$
|
410,352
|
|
Commercial and industrial
|
230
|
|
360
|
|
37
|
|
627
|
|
|
140,230
|
|
140,857
|
|
||||||
Real estate construction
|
—
|
|
—
|
|
—
|
|
—
|
|
|
30,577
|
|
30,577
|
|
||||||
Residential real estate
|
5,750
|
|
1,187
|
|
3,082
|
|
10,019
|
|
|
209,600
|
|
219,619
|
|
||||||
Home equity lines of credit
|
206
|
|
—
|
|
349
|
|
555
|
|
|
47,235
|
|
47,790
|
|
||||||
Consumer
|
874
|
|
86
|
|
—
|
|
960
|
|
|
86,571
|
|
87,531
|
|
||||||
Deposit account overdrafts
|
66
|
|
—
|
|
—
|
|
66
|
|
|
1,714
|
|
1,780
|
|
||||||
Total
|
$
|
9,826
|
|
$
|
3,919
|
|
$
|
14,831
|
|
$
|
28,576
|
|
|
$
|
909,930
|
|
$
|
938,506
|
|
December 31, 2010
|
|
|
|
|
|
|
|
||||||||||||
Commercial real estate
|
$
|
2,952
|
|
$
|
5,171
|
|
$
|
13,816
|
|
$
|
21,939
|
|
|
$
|
403,589
|
|
$
|
425,528
|
|
Commercial and industrial
|
563
|
|
12
|
|
247
|
|
822
|
|
|
152,891
|
|
153,713
|
|
||||||
Real estate construction
|
100
|
|
—
|
|
872
|
|
972
|
|
|
26,623
|
|
27,595
|
|
||||||
Residential real estate
|
4,481
|
|
2,229
|
|
2,739
|
|
9,449
|
|
|
210,384
|
|
219,833
|
|
||||||
Home equity lines of credit
|
186
|
|
58
|
|
458
|
|
702
|
|
|
47,823
|
|
48,525
|
|
||||||
Consumer
|
725
|
|
119
|
|
—
|
|
844
|
|
|
82,479
|
|
83,323
|
|
||||||
Deposit account overdrafts
|
—
|
|
—
|
|
—
|
|
—
|
|
|
2,201
|
|
2,201
|
|
||||||
Total
|
$
|
9,007
|
|
$
|
7,589
|
|
$
|
18,132
|
|
$
|
34,728
|
|
|
$
|
925,990
|
|
$
|
960,718
|
|
|
|
|
|
|
|
|
|
|
Pass Rated
|
Watch
|
Substandard
|
Doubtful
|
Not
|
Total
|
||||||||||||
(Dollars in thousands)
|
(Grades 1 - 4)
|
(Grade 5)
|
(Grade 6)
|
(Grade 7)
|
Rated
|
Loans
|
||||||||||||
December 31, 2011
|
|
|
|
|
|
|
||||||||||||
Commercial real estate
|
$
|
310,996
|
|
$
|
56,142
|
|
$
|
40,165
|
|
$
|
—
|
|
$
|
3,049
|
|
$
|
410,352
|
|
Commercial and industrial
|
100,987
|
|
10,157
|
|
15,104
|
|
—
|
|
14,609
|
|
140,857
|
|
||||||
Real estate construction
|
23,710
|
|
2,062
|
|
2,932
|
|
—
|
|
1,873
|
|
30,577
|
|
||||||
Residential real estate
|
28,507
|
|
7,125
|
|
5,885
|
|
20
|
|
178,082
|
|
219,619
|
|
||||||
Home equity lines of credit
|
1,491
|
|
1,394
|
|
42
|
|
—
|
|
44,863
|
|
47,790
|
|
||||||
Consumer
|
72
|
|
32
|
|
—
|
|
—
|
|
87,427
|
|
87,531
|
|
||||||
Deposit account overdrafts
|
—
|
|
—
|
|
—
|
|
—
|
|
1,780
|
|
1,780
|
|
||||||
Total
|
$
|
465,763
|
|
$
|
76,912
|
|
$
|
64,128
|
|
$
|
20
|
|
$
|
331,683
|
|
$
|
938,506
|
|
December 31, 2010
|
|
|
|
|
|
|
||||||||||||
Commercial real estate
|
$
|
303,997
|
|
$
|
47,203
|
|
$
|
71,765
|
|
$
|
—
|
|
$
|
2,563
|
|
$
|
425,528
|
|
Commercial and industrial
|
123,612
|
|
6,340
|
|
9,446
|
|
247
|
|
14,068
|
|
153,713
|
|
||||||
Real estate construction
|
17,284
|
|
3,545
|
|
4,010
|
|
—
|
|
2,756
|
|
27,595
|
|
||||||
Residential real estate
|
19,326
|
|
4,144
|
|
10,035
|
|
—
|
|
186,328
|
|
219,833
|
|
||||||
Home equity lines of credit
|
284
|
|
340
|
|
2,108
|
|
—
|
|
45,793
|
|
48,525
|
|
||||||
Consumer
|
89
|
|
—
|
|
—
|
|
—
|
|
83,234
|
|
83,323
|
|
||||||
Deposit account overdrafts
|
—
|
|
—
|
|
—
|
|
—
|
|
2,201
|
|
2,201
|
|
||||||
Total
|
$
|
464,592
|
|
$
|
61,572
|
|
$
|
97,364
|
|
$
|
247
|
|
$
|
336,943
|
|
$
|
960,718
|
|
|
Unpaid
|
Recorded Investment
|
Total
|
|
Average
|
Interest
|
|||||||||||||||
|
Principal
|
With
|
Without
|
Recorded
|
Related
|
Recorded
|
Income
|
||||||||||||||
(Dollars in thousands)
|
Balance
|
Allowance
|
Allowance
|
Investment
|
Allowance
|
Investment
|
Recognized
|
||||||||||||||
December 31, 2011
|
|
|
|
|
|
|
|
||||||||||||||
Commercial real estate
|
$
|
49,402
|
|
$
|
6,882
|
|
$
|
16,501
|
|
$
|
23,383
|
|
$
|
1,026
|
|
$
|
23,058
|
|
$
|
—
|
|
Commercial and industrial
|
2,290
|
|
1,801
|
|
420
|
|
2,221
|
|
407
|
|
1,098
|
|
—
|
|
|||||||
Real estate construction
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||
Residential real estate
|
3,901
|
|
323
|
|
2,226
|
|
2,549
|
|
49
|
|
2,081
|
|
—
|
|
|||||||
Home equity lines of credit
|
420
|
|
—
|
|
269
|
|
269
|
|
—
|
|
332
|
|
—
|
|
|||||||
Total
|
$
|
56,013
|
|
$
|
9,006
|
|
$
|
19,416
|
|
$
|
28,422
|
|
$
|
1,482
|
|
$
|
26,569
|
|
$
|
—
|
|
December 31, 2010
|
|
|
|
|
|
|
|
||||||||||||||
Commercial real estate
|
$
|
59,272
|
|
$
|
6,403
|
|
$
|
28,035
|
|
$
|
34,438
|
|
$
|
1,789
|
|
$
|
21,736
|
|
$
|
10
|
|
Commercial and industrial
|
2,333
|
|
1,086
|
|
729
|
|
1,815
|
|
572
|
|
1,713
|
|
5
|
|
|||||||
Real estate construction
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||
Residential real estate
|
1,831
|
|
961
|
|
506
|
|
1,467
|
|
342
|
|
1,405
|
|
9
|
|
|||||||
Home equity lines of credit
|
522
|
|
520
|
|
—
|
|
520
|
|
254
|
|
535
|
|
—
|
|
|||||||
Total
|
$
|
63,958
|
|
$
|
8,970
|
|
$
|
29,270
|
|
$
|
38,240
|
|
$
|
2,957
|
|
$
|
25,389
|
|
$
|
24
|
|
(Dollars in thousands)
|
Commercial Real Estate
|
Commercial and Industrial
|
Residential Real Estate
|
Real Estate Construction
|
Home Equity Lines of Credit
|
Consumer
|
Deposit Account Overdrafts
|
Total
|
||||||||||||||||
Balance, January 1, 2011
|
$
|
21,806
|
|
$
|
2,160
|
|
$
|
1,400
|
|
$
|
—
|
|
$
|
431
|
|
$
|
721
|
|
$
|
248
|
|
$
|
26,766
|
|
Charge-offs
|
(11,249
|
)
|
(1,033
|
)
|
(1,593
|
)
|
—
|
|
(366
|
)
|
(939
|
)
|
(664
|
)
|
(15,844
|
)
|
||||||||
Recoveries
|
2,469
|
|
729
|
|
636
|
|
—
|
|
51
|
|
687
|
|
225
|
|
4,797
|
|
||||||||
Net (charge-offs)
|
(8,780
|
)
|
(304
|
)
|
(957
|
)
|
—
|
|
(315
|
)
|
(252
|
)
|
(439
|
)
|
(11,047
|
)
|
||||||||
Provision for loan losses
|
5,921
|
|
578
|
|
676
|
|
—
|
|
425
|
|
(20
|
)
|
418
|
|
7,998
|
|
||||||||
Balance, December 31, 2011
|
$
|
18,947
|
|
$
|
2,434
|
|
$
|
1,119
|
|
$
|
—
|
|
$
|
541
|
|
$
|
449
|
|
$
|
227
|
|
$
|
23,717
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Period-end amount allocated to:
|
|
|
|
|
|
|
|
|||||||||||||||||
Loans individually evaluated for impairment
|
$
|
1,026
|
|
$
|
407
|
|
$
|
49
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
1,482
|
|
Loans collectively evaluated for impairment
|
17,921
|
|
2,027
|
|
1,070
|
|
—
|
|
541
|
|
449
|
|
227
|
|
22,235
|
|
||||||||
Ending balance
|
$
|
18,947
|
|
$
|
2,434
|
|
$
|
1,119
|
|
$
|
—
|
|
$
|
541
|
|
$
|
449
|
|
$
|
227
|
|
$
|
23,717
|
|
Balance, January 1, 2010
|
$
|
22,125
|
|
$
|
1,586
|
|
$
|
1,619
|
|
$
|
—
|
|
$
|
528
|
|
$
|
1,074
|
|
$
|
325
|
|
$
|
27,257
|
|
Charge-offs
|
(25,569
|
)
|
(1,281
|
)
|
(1,129
|
)
|
(68
|
)
|
(131
|
)
|
(1,074
|
)
|
(929
|
)
|
(30,181
|
)
|
||||||||
Recoveries
|
1,323
|
|
220
|
|
225
|
|
—
|
|
34
|
|
671
|
|
301
|
|
2,774
|
|
||||||||
Net (charge-offs)
|
(24,246
|
)
|
(1,061
|
)
|
(904
|
)
|
(68
|
)
|
(97
|
)
|
(403
|
)
|
(628
|
)
|
(27,407
|
)
|
||||||||
Provision for loan losses
|
23,927
|
|
1,635
|
|
685
|
|
68
|
|
—
|
|
50
|
|
551
|
|
26,916
|
|
||||||||
Balance, December 31, 2010
|
$
|
21,806
|
|
$
|
2,160
|
|
$
|
1,400
|
|
$
|
—
|
|
$
|
431
|
|
$
|
721
|
|
$
|
248
|
|
$
|
26,766
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Period-end amount allocated to:
|
|
|
|
|
|
|
|
|||||||||||||||||
Loans individually evaluated for impairment
|
$
|
1,789
|
|
$
|
572
|
|
$
|
342
|
|
$
|
—
|
|
$
|
254
|
|
$
|
—
|
|
$
|
—
|
|
$
|
2,957
|
|
Loans collectively evaluated for impairment
|
20,017
|
|
1,588
|
|
1,058
|
|
—
|
|
177
|
|
721
|
|
248
|
|
23,809
|
|
||||||||
Ending balance
|
$
|
21,806
|
|
$
|
2,160
|
|
$
|
1,400
|
|
$
|
—
|
|
$
|
431
|
|
$
|
721
|
|
$
|
248
|
|
$
|
26,766
|
|
(Dollars in thousands)
|
|
2011
|
|
2010
|
||||
Land
|
|
$
|
5,662
|
|
|
$
|
5,690
|
|
Building and premises
|
|
32,046
|
|
|
32,060
|
|
||
Furniture, fixtures and equipment
|
|
18,483
|
|
|
18,190
|
|
||
Total bank premises and equipment
|
|
56,191
|
|
|
55,940
|
|
||
Accumulated depreciation
|
|
(32,286
|
)
|
|
(31,006
|
)
|
||
Net book value
|
|
$
|
23,905
|
|
|
$
|
24,934
|
|
(Dollars in thousands)
|
|
Gross Intangible Asset
|
|
Accumulated Amortization
|
|
Net Intangible Asset
|
||||||
2011
|
|
|
|
|
|
|
||||||
Core deposits
|
|
$
|
10,564
|
|
|
$
|
(10,460
|
)
|
|
$
|
104
|
|
Customer relationships
|
|
6,182
|
|
|
(5,875
|
)
|
|
307
|
|
|||
Total acquired intangibles
|
|
$
|
16,746
|
|
|
$
|
(16,335
|
)
|
|
$
|
411
|
|
Mortgage servicing rights
|
|
|
|
|
|
1,544
|
|
|||||
Total other intangible assets
|
|
|
|
|
|
|
|
$
|
1,955
|
|
(Dollars in thousands)
|
|
Gross Intangible Asset
|
|
Accumulated Amortization
|
|
Net Intangible Asset
|
||||||
2010
|
|
|
|
|
|
|
||||||
Core deposits
|
|
$
|
10,564
|
|
|
$
|
(10,190
|
)
|
|
$
|
374
|
|
Customer relationships
|
|
6,182
|
|
|
(5,559
|
)
|
|
623
|
|
|||
Total acquired intangibles
|
|
$
|
16,746
|
|
|
$
|
(15,749
|
)
|
|
$
|
997
|
|
Mortgage servicing rights
|
|
|
|
|
|
1,353
|
|
|||||
Total other intangible assets
|
|
|
|
|
|
|
|
$
|
2,350
|
|
(Dollars in thousands)
|
|
Core Deposits
|
|
Customer Relationships
|
|
Total
|
||||||
2012
|
|
$
|
104
|
|
|
$
|
202
|
|
|
$
|
306
|
|
2013
|
|
—
|
|
|
105
|
|
|
105
|
|
|||
Total
|
|
$
|
104
|
|
|
$
|
307
|
|
|
$
|
411
|
|
(Dollars in thousands)
|
|
2011
|
|
2010
|
|
2009
|
||||||
Balance, beginning of year
|
|
$
|
1,353
|
|
|
$
|
1,164
|
|
|
$
|
719
|
|
Amortization
|
|
(397
|
)
|
|
(385
|
)
|
|
(406
|
)
|
|||
Servicing rights originated
|
|
588
|
|
|
574
|
|
|
851
|
|
|||
Balance, end of year
|
|
$
|
1,544
|
|
|
$
|
1,353
|
|
|
$
|
1,164
|
|
(Dollars in thousands)
|
2011
|
2010
|
||||
Retail certificates of deposit:
|
|
|
||||
$100,000 or more
|
$
|
194,709
|
|
$
|
202,001
|
|
Less than $100,000
|
216,538
|
|
228,885
|
|
||
Total retail certificates of deposit
|
411,247
|
|
430,886
|
|
||
Interest-bearing transaction accounts
|
228,136
|
|
215,350
|
|
||
Money market deposit accounts
|
268,410
|
|
289,657
|
|
||
Savings accounts
|
139,396
|
|
123,173
|
|
||
Total retail interest-bearing deposits
|
1,047,189
|
|
1,059,066
|
|
||
Brokered certificates of deposits
|
64,054
|
|
87,465
|
|
||
Total interest-bearing deposits
|
1,111,243
|
|
1,146,531
|
|
||
Non-interest-bearing deposits
|
239,837
|
|
215,069
|
|
||
Total deposit balances
|
$
|
1,351,080
|
|
$
|
1,361,600
|
|
(Dollars in thousands)
|
Retail
|
Brokered
|
Total
|
||||||
2012
|
$
|
219,377
|
|
$
|
11,464
|
|
$
|
230,841
|
|
2013
|
97,786
|
|
3,737
|
|
101,523
|
|
|||
2014
|
35,138
|
|
12,200
|
|
47,338
|
|
|||
2015
|
24,369
|
|
5,850
|
|
30,219
|
|
|||
2016
|
34,146
|
|
18,031
|
|
52,177
|
|
|||
Thereafter
|
431
|
|
12,772
|
|
13,203
|
|
|||
Total maturities
|
$
|
411,247
|
|
$
|
64,054
|
|
$
|
475,301
|
|
(Dollars in thousands)
|
Retail Repurchase Agreements
|
FHLB
Advances
|
Other Short-Term Borrowings
|
||||||
2011
|
|
|
|
|
|
|
|||
Ending balance
|
$
|
43,143
|
|
$
|
8,500
|
|
$
|
—
|
|
Average balance
|
41,542
|
|
5,525
|
|
47
|
|
|||
Highest month end balance
|
49,162
|
|
21,900
|
|
—
|
|
|||
Interest expense
|
98
|
|
5
|
|
—
|
|
|||
Weighted-average interest rate:
|
|
|
|
|
|
|
|||
End of year
|
0.16
|
%
|
0.14
|
%
|
—
|
%
|
|||
During the year
|
0.24
|
%
|
0.08
|
%
|
0.74
|
%
|
|||
2010
|
|
|
|
|
|
|
|||
Ending balance
|
$
|
51,509
|
|
$
|
—
|
|
$
|
—
|
|
Average balance
|
50,115
|
|
8,712
|
|
69
|
|
|||
Highest month end balance
|
51,762
|
|
57,400
|
|
—
|
|
|||
Interest expense
|
252
|
|
10
|
|
—
|
|
|||
Weighted-average interest rate:
|
|
|
|
|
|
|
|||
End of year
|
0.41
|
%
|
—
|
%
|
—
|
%
|
|||
During the year
|
0.50
|
%
|
0.11
|
%
|
—
|
%
|
|||
2009
|
|
|
|
|
|
|
|||
Ending balance
|
$
|
51,921
|
|
$
|
25,000
|
|
$
|
—
|
|
Average balance
|
52,905
|
|
6,867
|
|
150
|
|
|||
Highest month end balance
|
53,931
|
|
25,000
|
|
10,000
|
|
|||
Interest expense
|
468
|
|
13
|
|
1
|
|
|||
Weighted-average interest rate:
|
|
|
|
|
|
|
|||
End of year
|
0.54
|
%
|
0.09
|
%
|
—
|
%
|
|||
During the year
|
0.88
|
%
|
0.19
|
%
|
0.67
|
%
|
|
2011
|
2010
|
||||||||
(Dollars in thousands)
|
Balance
|
Weighted-
Average
Rate
|
Balance
|
Weighted-
Average
Rate
|
||||||
Callable national market repurchase agreements
|
$
|
65,000
|
|
3.43
|
%
|
$
|
65,000
|
|
3.43
|
%
|
FHLB convertible rate advances
|
—
|
|
—
|
%
|
7,500
|
|
4.81
|
%
|
||
FHLB putable non-amortizing, fixed rate advances
|
60,000
|
|
3.28
|
%
|
60,000
|
|
3.28
|
%
|
||
FHLB amortizing, fixed rate advances
|
17,312
|
|
3.59
|
%
|
20,203
|
|
3.58
|
%
|
||
FHLB non-amortizing, fixed rate advances
|
—
|
|
—
|
%
|
5,000
|
|
3.13
|
%
|
||
Total long-term borrowings
|
$
|
142,312
|
|
3.38
|
%
|
$
|
157,703
|
|
3.45
|
%
|
(Dollars in thousands)
|
Balance
|
Weighted-Average Rate
|
|||
2012
|
$
|
7,408
|
|
3.58
|
%
|
2013
|
2,225
|
|
3.67
|
%
|
|
2014
|
1,721
|
|
3.55
|
%
|
|
2015
|
1,466
|
|
3.55
|
%
|
|
2016
|
1,256
|
|
3.56
|
%
|
|
Thereafter
|
128,236
|
|
3.36
|
%
|
|
Total long-term borrowings
|
$
|
142,312
|
|
3.38
|
%
|
|
Preferred Stock
|
Common Stock
|
Treasury
Stock
|
|||
Shares at December 31, 2008
|
—
|
|
10,975,364
|
|
641,480
|
|
Issuance of preferred shares
|
39,000
|
|
—
|
|
—
|
|
Changes related to stock-based compensation awards:
|
|
|
|
|||
Release of restricted common shares
|
—
|
|
3,415
|
|
—
|
|
Changes related to deferred compensation plan:
|
|
|
|
|||
Purchase of treasury stock
|
—
|
|
—
|
|
17,984
|
|
Reissuance of treasury stock
|
—
|
|
—
|
|
(2,209
|
)
|
Common shares issued under dividend reinvestment plan
|
—
|
|
53,113
|
|
—
|
|
Shares at December 31, 2009
|
39,000
|
|
11,031,892
|
|
657,255
|
|
Changes related to stock-based compensation awards:
|
|
|
|
|||
Release of restricted common shares
|
—
|
|
7,202
|
|
—
|
|
Exercise of common stock options
|
—
|
|
—
|
|
(31,008
|
)
|
Changes related to deferred compensation plan:
|
|
|
|
|||
Purchase of treasury stock
|
—
|
|
—
|
|
11,855
|
|
Reissuance of treasury stock
|
—
|
|
—
|
|
(25,407
|
)
|
Common shares issued under dividend reinvestment plan
|
—
|
|
30,928
|
|
—
|
|
Shares at December 31, 2010
|
39,000
|
|
11,070,022
|
|
612,695
|
|
Changes related to stock-based compensation awards:
|
|
|
|
|||
Release of restricted common shares
|
|
|
21,510
|
|
5,443
|
|
Changes related to deferred compensation plan:
|
|
|
|
|||
Purchase of treasury stock
|
|
|
8,623
|
|
||
Reissuance of treasury stock
|
|
|
(9,209
|
)
|
||
Repurchase of preferred shares
|
(39,000
|
)
|
|
|
||
Common shares issued under dividend reinvestment plan
|
|
24,770
|
|
|
||
Common shares issued under Board of Directors' compensation plan
|
|
5,945
|
|
(2,429
|
)
|
|
Shares at December 30, 2011
|
—
|
|
11,122,247
|
|
615,123
|
|
(Dollars in thousands)
|
|
2011
|
2010
|
2009
|
||||||
Net income
|
|
$
|
12,555
|
|
$
|
5,581
|
|
$
|
4,190
|
|
Other comprehensive income (loss):
|
|
|
|
|
||||||
Available-for-sale investment securities:
|
|
|
|
|
||||||
Gross unrealized holding gain (loss) arising in the period
|
|
15,053
|
|
(18,174
|
)
|
26,573
|
|
|||
Related tax (expense) benefit
|
|
(5,269
|
)
|
6,361
|
|
(9,301
|
)
|
|||
Non-credit losses arising on securities during the period
|
|
—
|
|
—
|
|
(166
|
)
|
|||
Related tax benefit
|
|
—
|
|
—
|
|
58
|
|
|||
Less: reclassification adjustment for net gain (loss) included in net income
|
|
473
|
|
5,066
|
|
(6,261
|
)
|
|||
Related tax (expense) benefit
|
|
(166
|
)
|
(1,773
|
)
|
2,190
|
|
|||
Net effect on other comprehensive income (loss)
|
|
9,477
|
|
(15,106
|
)
|
21,235
|
|
|||
Defined benefit plans:
|
|
|
|
|
||||||
Net (loss) gain arising during the period
|
|
(6,448
|
)
|
1,640
|
|
1,151
|
|
|||
Related tax benefit (expense)
|
|
2,257
|
|
(574
|
)
|
(403
|
)
|
|||
Amortization of unrecognized loss and service cost on pension plan
|
|
891
|
|
155
|
|
148
|
|
|||
Related tax expense
|
|
(312
|
)
|
(55
|
)
|
(52
|
)
|
|||
Net effect on other comprehensive (loss) income
|
|
(3,612
|
)
|
1,166
|
|
844
|
|
|||
Total other comprehensive income (loss), net of tax
|
|
5,865
|
|
(13,940
|
)
|
22,079
|
|
|||
Total comprehensive income (loss)
|
|
$
|
18,420
|
|
$
|
(8,359
|
)
|
$
|
26,269
|
|
(Dollars in thousands)
|
Unrealized (Loss) Gain on Securities
|
Unrecognized Net Pension and Postretirement Costs
|
Accumulated Comprehensive (Loss) Income
|
||||||
Balance, December 31, 2008
|
$
|
(7,863
|
)
|
$
|
(4,425
|
)
|
$
|
(12,288
|
)
|
Current period change, net of tax
|
21,235
|
|
844
|
|
22,079
|
|
|||
Cumulative effect adjustment for non-credit portion of previously recorded OTTI losses
|
(304
|
)
|
—
|
|
(304
|
)
|
|||
Balance, December 31, 2009
|
$
|
13,068
|
|
$
|
(3,581
|
)
|
$
|
9,487
|
|
Current period change, net of tax
|
(15,106
|
)
|
1,166
|
|
(13,940
|
)
|
|||
Balance, December 31, 2010
|
$
|
(2,038
|
)
|
$
|
(2,415
|
)
|
$
|
(4,453
|
)
|
Current period change, net of tax
|
9,477
|
|
(3,612
|
)
|
5,865
|
|
|||
Balance, December 31, 2011
|
$
|
7,439
|
|
$
|
(6,027
|
)
|
$
|
1,412
|
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||
(Dollars in thousands)
|
2011
|
2010
|
|
2011
|
2010
|
||||||||
Change in benefit obligation:
|
|
|
|
|
|
||||||||
Obligation at January 1
|
$
|
(849
|
)
|
$
|
13,075
|
|
|
$
|
(32
|
)
|
$
|
243
|
|
Service cost
|
—
|
|
750
|
|
|
—
|
|
—
|
|
||||
Interest cost
|
724
|
|
785
|
|
|
12
|
|
13
|
|
||||
Plan participants’ contributions
|
—
|
|
—
|
|
|
73
|
|
135
|
|
||||
Actuarial loss (gain)
|
5,175
|
|
472
|
|
|
11
|
|
(14
|
)
|
||||
Benefit payments
|
(205
|
)
|
(849
|
)
|
|
(103
|
)
|
(167
|
)
|
||||
Increase due to plan changes
|
—
|
|
—
|
|
|
—
|
|
21
|
|
||||
Curtailment
|
—
|
|
(1,732
|
)
|
|
—
|
|
—
|
|
||||
Settlements
|
(1,690
|
)
|
—
|
|
|
—
|
|
—
|
|
||||
Obligation at December 31
|
$
|
16,505
|
|
$
|
12,501
|
|
|
$
|
224
|
|
$
|
231
|
|
Accumulated benefit obligation at December 31
|
$
|
16,505
|
|
$
|
12,501
|
|
|
$
|
—
|
|
$
|
—
|
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||
(Dollars in thousands)
|
2011
|
2010
|
|
2011
|
2010
|
||||||||
Change in plan assets:
|
|
|
|
|
|
||||||||
Fair value of plan assets at January 1
|
$
|
12,543
|
|
$
|
11,886
|
|
|
$
|
—
|
|
$
|
—
|
|
Actual return on plan assets
|
(239
|
)
|
1,506
|
|
|
—
|
|
—
|
|
||||
Employer contributions
|
—
|
|
—
|
|
|
30
|
|
32
|
|
||||
Plan participants’ contributions
|
—
|
|
—
|
|
|
73
|
|
135
|
|
||||
Benefit payments
|
(205
|
)
|
(849
|
)
|
|
(103
|
)
|
(167
|
)
|
||||
Settlements
|
(1,690
|
)
|
—
|
|
|
—
|
|
—
|
|
||||
Fair value of plan assets at December 31
|
$
|
10,409
|
|
$
|
12,543
|
|
|
$
|
—
|
|
$
|
—
|
|
Funded status at December 31
|
$
|
(6,096
|
)
|
$
|
42
|
|
|
$
|
(224
|
)
|
$
|
(231
|
)
|
Amounts recognized in Consolidated Balance Sheets:
|
|
|
|
|
|
||||||||
Prepaid benefit costs
|
$
|
—
|
|
$
|
42
|
|
|
$
|
—
|
|
$
|
—
|
|
Accrued benefit liability
|
(6,096
|
)
|
—
|
|
|
(224
|
)
|
(231
|
)
|
||||
Net amount recognized
|
$
|
(6,096
|
)
|
$
|
42
|
|
|
$
|
(224
|
)
|
$
|
(231
|
)
|
Amounts recognized in Accumulated Comprehensive Income (Loss):
|
|
|
|
|
|||||||||
Unrecognized prior service cost
|
$
|
—
|
|
$
|
—
|
|
|
$
|
3
|
|
$
|
3
|
|
Unrecognized net loss
|
6,032
|
|
2,420
|
|
|
42
|
|
55
|
|
||||
Total
|
$
|
6,032
|
|
$
|
2,420
|
|
|
$
|
45
|
|
$
|
58
|
|
Weighted-average assumptions at year-end:
|
|
|
|
|
|
||||||||
Discount rate
|
4.00
|
%
|
5.70
|
%
|
|
4.00
|
%
|
5.70
|
%
|
||||
Rate of compensation increase
|
n/a
|
|
2.50
|
%
|
|
n/a
|
|
n/a
|
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||||||||
(Dollars in thousands)
|
2011
|
2010
|
2009
|
|
2011
|
2010
|
2009
|
||||||||||||
Service cost
|
$
|
—
|
|
$
|
750
|
|
$
|
799
|
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Interest cost
|
724
|
|
785
|
|
785
|
|
|
12
|
|
13
|
|
16
|
|
||||||
Expected return on plan assets
|
(1,033
|
)
|
(1,149
|
)
|
(1,194
|
)
|
|
—
|
|
—
|
|
—
|
|
||||||
Amortization of prior service cost
|
—
|
|
4
|
|
4
|
|
|
—
|
|
(3
|
)
|
(3
|
)
|
||||||
Amortization of net loss
|
75
|
|
151
|
|
145
|
|
|
(9
|
)
|
(9
|
)
|
(3
|
)
|
||||||
Curtailment
|
—
|
|
23
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
||||||
Settlement of benefit obligation
|
815
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
||||||
Net periodic benefit cost
|
$
|
581
|
|
$
|
564
|
|
$
|
539
|
|
|
$
|
3
|
|
$
|
1
|
|
$
|
10
|
|
|
|
|
|
|
|
|
|
||||||||||||
Weighted-average assumptions:
|
|
|
|
|
|
|
|
||||||||||||
Discount rate
|
5.40
|
%
|
6.40
|
%
|
6.30
|
%
|
|
5.70
|
%
|
6.40
|
%
|
6.30
|
%
|
||||||
Expected return on plan assets
|
8.00
|
%
|
8.50
|
%
|
8.50
|
%
|
|
n/a
|
|
n/a
|
|
n/a
|
|
||||||
Rate of compensation increase
|
n/a
|
|
2.50
|
%
|
2.50
|
%
|
|
n/a
|
|
n/a
|
|
n/a
|
|
(Dollars in thousands)
|
Fair Value
|
|
Quoted Prices in Active Markets for Identical Assets
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
||||||
2011
|
|
|
|
|
|
||||||
Equity securities:
|
|
|
|
|
|
||||||
Common stock
|
$
|
300
|
|
|
$
|
300
|
|
|
$
|
—
|
|
Mutual funds - equity
|
7,562
|
|
|
7,562
|
|
|
—
|
|
|||
Debt securities:
|
|
|
|
|
|
||||||
Mortgage-baked securities
|
38
|
|
|
—
|
|
|
38
|
|
|||
Municipal obligations
|
828
|
|
|
—
|
|
|
828
|
|
|||
Corporate bonds
|
471
|
|
|
471
|
|
|
—
|
|
|||
Mutual funds - taxable income
|
700
|
|
|
700
|
|
|
—
|
|
|||
Total fair value of pension assets
|
$
|
—
|
|
|
$
|
9,033
|
|
|
$
|
866
|
|
(Dollars in thousands)
|
Fair Value
|
|
Quoted Prices in Active Markets for Identical Assets
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
||||||
2010
|
|
|
|
|
|
||||||
Equity securities:
|
|
|
|
|
|
|
|||||
Common stock
|
$
|
338
|
|
|
$
|
338
|
|
|
$
|
—
|
|
Mutual funds - equity
|
10,149
|
|
|
10,149
|
|
|
—
|
|
|||
Debt securities:
|
|
|
|
|
|
||||||
Mortgage-baked securities
|
53
|
|
|
—
|
|
|
53
|
|
|||
Municipal obligations
|
581
|
|
|
—
|
|
|
581
|
|
|||
Corporate bonds
|
598
|
|
|
598
|
|
|
—
|
|
|||
Mutual funds - taxable income
|
473
|
|
|
473
|
|
|
—
|
|
|||
Total fair value of pension assets
|
$
|
12,192
|
|
|
$
|
11,558
|
|
|
$
|
634
|
|
(Dollars in thousands)
|
Pension Benefits
|
|
Post-retirement Benefits
|
||||
2012
|
$
|
2,140
|
|
|
$
|
29
|
|
2013
|
1,216
|
|
|
28
|
|
||
2014
|
1,267
|
|
|
26
|
|
||
2015
|
980
|
|
|
25
|
|
||
2016
|
1,136
|
|
|
19
|
|
||
2017 to 2021
|
4,708
|
|
|
96
|
|
||
Total
|
$
|
11,447
|
|
|
$
|
223
|
|
|
|
2011
|
|
2010
|
|
2009
|
||||||||||||
(Dollars in thousands)
|
|
Amount
|
Rate
|
|
Amount
|
Rate
|
|
Amount
|
Rate
|
|||||||||
Income tax computed at statutory federal tax rate
|
|
$
|
5,890
|
|
34.3
|
%
|
|
$
|
1,956
|
|
34.0
|
%
|
|
$
|
1,063
|
|
34.0
|
%
|
Differences in rate resulting from:
|
|
|
|
|
|
|
|
|
|
|||||||||
Tax-exempt interest income
|
|
(574
|
)
|
(3.4
|
)%
|
|
(808
|
)
|
(14.1
|
)%
|
|
(921
|
)
|
(29.5
|
)%
|
|||
Investments in tax credit funds
|
|
(497
|
)
|
(2.9
|
)%
|
|
(715
|
)
|
(12.4
|
)%
|
|
(625
|
)
|
(20.0
|
)%
|
|||
Bank owned life insurance
|
|
(44
|
)
|
(0.3
|
)%
|
|
(207
|
)
|
(3.6
|
)%
|
|
(357
|
)
|
(11.4
|
)%
|
|||
Other, net
|
|
(179
|
)
|
(0.9
|
)%
|
|
(54
|
)
|
(0.9
|
)%
|
|
(224
|
)
|
(7.2
|
)%
|
|||
Total income tax expense (benefit)
|
|
$
|
4,596
|
|
26.8
|
%
|
|
$
|
172
|
|
3.0
|
%
|
|
$
|
(1,064
|
)
|
(34.1
|
)%
|
(Dollars in thousands)
|
|
2011
|
|
2010
|
|
2009
|
||||||
Current income tax
|
|
$
|
4,134
|
|
|
$
|
1,986
|
|
|
$
|
4,148
|
|
Deferred income tax
|
|
462
|
|
|
(1,814
|
)
|
|
(5,212
|
)
|
|||
Total income tax expense (benefit)
|
|
$
|
4,596
|
|
|
$
|
172
|
|
|
$
|
(1,064
|
)
|
(Dollars in thousands)
|
|
2011
|
|
2010
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Allowance for loan losses
|
|
$
|
8,833
|
|
|
$
|
9,960
|
|
Accrued employee benefits
|
|
3,026
|
|
|
946
|
|
||
Available-for-sale securities
|
|
—
|
|
|
1,098
|
|
||
Investments
|
|
2,601
|
|
|
2,607
|
|
||
Tax credit carryforward
|
|
6,412
|
|
|
6,096
|
|
||
Other
|
|
277
|
|
|
311
|
|
||
Total deferred tax assets
|
|
$
|
21,149
|
|
|
$
|
21,018
|
|
Deferred tax liabilities:
|
|
|
|
|
||||
Bank premises and equipment
|
|
1,478
|
|
|
1,386
|
|
||
Deferred income
|
|
1,026
|
|
|
1,110
|
|
||
Deferred net loan costs
|
|
372
|
|
|
338
|
|
||
Available-for-sale securities
|
|
4,005
|
|
|
—
|
|
||
Other
|
|
4,364
|
|
|
4,660
|
|
||
Total deferred tax liabilities
|
|
$
|
11,245
|
|
|
$
|
7,494
|
|
Net deferred tax asset
|
|
$
|
9,904
|
|
|
$
|
13,524
|
|
(Dollars in thousands, except per common share data)
|
2011
|
2010
|
2009
|
||||||
Distributed earnings allocated to common stock
|
$
|
3,167
|
|
$
|
4,209
|
|
$
|
6,892
|
|
Undistributed earnings allocated to common stock
|
8,019
|
|
(683
|
)
|
(4,580
|
)
|
|||
Net earnings allocated to common shareholders
|
$
|
11,186
|
|
$
|
3,526
|
|
$
|
2,312
|
|
|
|
|
|
||||||
Weighted-average common shares outstanding
|
10,482,318
|
|
10,424,474
|
|
10,363,975
|
|
|||
Effect of potentially dilutive common shares
|
—
|
|
7,516
|
|
10,817
|
|
|||
Total weighted-average diluted common shares outstanding
|
10,482,318
|
|
10,431,990
|
|
10,374,792
|
|
|||
|
|
|
|
||||||
Earnings per common share:
|
|
|
|
||||||
Basic
|
$
|
1.07
|
|
$
|
0.34
|
|
$
|
0.22
|
|
Diluted
|
$
|
1.07
|
|
$
|
0.34
|
|
$
|
0.22
|
|
(Dollars in thousands)
|
2011
|
2010
|
||||
Home equity lines of credit
|
$
|
44,850
|
|
$
|
40,021
|
|
Unadvanced construction loans
|
10,023
|
|
6,107
|
|
||
Other loan commitments
|
135,110
|
|
108,995
|
|
||
Loan commitments
|
189,983
|
|
155,123
|
|
||
|
|
|
||||
Standby letters of credit
|
$
|
40,821
|
|
$
|
42,097
|
|
|
|
Number of Shares
|
|
Weighted-Average Exercise Price
|
|
Weighted-Average Remaining Contractual Life
|
|
Aggregate Intrinsic Value
|
||||||
Outstanding at January 1
|
|
201,118
|
|
|
$
|
25.48
|
|
|
|
|
|
|||
Expired
|
|
50,516
|
|
|
25.27
|
|
|
|
|
|
||||
Outstanding at December 31
|
|
150,602
|
|
|
$
|
25.55
|
|
|
1.9 years
|
|
$
|
—
|
|
|
Exercisable at December 31
|
|
150,602
|
|
—
|
|
$
|
25.55
|
|
|
1.9 years
|
|
$
|
—
|
|
|
Options Outstanding & Exercisable
|
|||||||
Range of Exercise Prices
|
Common Shares Subject to Options Outstanding
|
Weighted-
Average
Remaining Contractual
Life
|
Weighted-Average
Exercise Price
|
|||||
$15.55
|
to
|
$21.71
|
6,353
|
|
0.8 years
|
$
|
19.79
|
|
$21.72
|
to
|
$23.58
|
35,815
|
|
1.1 years
|
22.32
|
|
|
$23.59
|
to
|
$25.94
|
29,018
|
|
0.6 years
|
23.95
|
|
|
$26.01
|
to
|
$27.74
|
32,569
|
|
2.4 years
|
27.11
|
|
|
$28.25
|
to
|
$28.26
|
18,573
|
|
4.0 years
|
28.25
|
|
|
$28.57
|
to
|
$30.00
|
28,274
|
|
2.8 years
|
29.03
|
|
|
Total
|
150,602
|
|
1.9 years
|
$
|
25.55
|
|
|
|
Number
of Shares
|
|
Weighted-
Average
Exercise
Price
|
|
Weighted-
Average
Remaining Contractual
Life
|
|
Aggregate Intrinsic
Value
|
||||||
Outstanding at January 1
|
|
42,442
|
|
|
$
|
25.97
|
|
|
|
|
|
|||
Forfeited
|
|
13,367
|
|
|
26.23
|
|
|
|
|
|
||||
Outstanding at December 31
|
|
29,075
|
|
|
$
|
25.85
|
|
|
4.5
|
|
|
$
|
—
|
|
Exercisable at December 31
|
|
29,075
|
|
|
$
|
25.85
|
|
|
4.5
|
|
|
$
|
—
|
|
Exercise Price
|
Number of Common Shares Subject to SARs Outstanding & Exercisable
|
Weighted-
Average Remaining Contractual
Life
|
|
$23.26
|
2,000
|
|
5.6 years
|
$23.77
|
15,853
|
|
4.5 years
|
$29.25
|
11,222
|
|
4.3 years
|
Total
|
29,075
|
|
4.5 years
|
|
Time Vesting
|
|
Performance Vesting
|
||||||||
|
Number of Shares
|
Weighted-Average Grant Date Fair Value
|
|
Number of Shares
|
Weighted-Average Grant Date Fair Value
|
||||||
Outstanding at January 1
|
7,337
|
|
$
|
19.88
|
|
|
—
|
|
$
|
—
|
|
Awarded
|
41,423
|
|
13.01
|
|
|
3,531
|
|
13.14
|
|
||
Released
|
21,510
|
|
15.50
|
|
|
—
|
|
—
|
|
||
Forfeited
|
706
|
|
13.14
|
|
|
168
|
|
13.14
|
|
||
Outstanding at December 31
|
26,544
|
|
$
|
12.89
|
|
|
3,363
|
|
$
|
13.14
|
|
(Dollars in thousands)
|
|
2011
|
2010
|
2009
|
||||||
Total stock-based compensation
|
|
$
|
310
|
|
$
|
92
|
|
$
|
149
|
|
Recognized tax benefit
|
|
(109
|
)
|
(32
|
)
|
(52
|
)
|
|||
Net expense recognized
|
|
$
|
201
|
|
$
|
60
|
|
$
|
97
|
|
Condensed Balance Sheets
|
December 31,
|
|||||
(Dollars in thousands)
|
2011
|
2010
|
||||
Assets:
|
|
|
||||
Cash and due from other banks
|
$
|
50
|
|
$
|
50
|
|
Interest-bearing deposits in subsidiary bank
|
4,032
|
|
26,116
|
|
||
Receivable from subsidiary bank
|
4,032
|
|
572
|
|
||
Available-for-sale investment securities, at estimated fair value (amortized cost of $1,213 and $1,238 at December 31, 2011 and 2010, respectively)
|
3,254
|
|
3,113
|
|
||
Investments in subsidiaries:
|
|
|
||||
Bank
|
195,338
|
|
200,839
|
|
||
Non-bank
|
29,161
|
|
28,488
|
|
||
Other assets
|
1,223
|
|
1,225
|
|
||
Total assets
|
$
|
237,090
|
|
$
|
260,403
|
|
Liabilities:
|
|
|
||||
Accrued expenses and other liabilities
|
$
|
7,458
|
|
$
|
5,449
|
|
Dividends payable
|
—
|
|
1,298
|
|
||
Junior subordinated debentures held by subsidiary trust
|
22,975
|
|
22,975
|
|
||
Total liabilities
|
30,433
|
|
29,722
|
|
||
Preferred stockholders' equity
|
—
|
|
38,645
|
|
||
Common stockholders' equity
|
206,657
|
|
192,036
|
|
||
Total stockholders' equity
|
206,657
|
|
230,681
|
|
||
Total liabilities and stockholders' equity
|
$
|
237,090
|
|
$
|
260,403
|
|
Condensed Statements of Income
|
Year Ended December 31,
|
||||||||
(Dollars in thousands)
|
2011
|
2010
|
2009
|
||||||
Income:
|
|
|
|
||||||
Dividends from subsidiary bank
|
$
|
25,500
|
|
$
|
8,600
|
|
$
|
3,000
|
|
Dividends from non-bank subsidiary
|
—
|
|
950
|
|
5,250
|
|
|||
Interest and other income
|
175
|
|
366
|
|
495
|
|
|||
Total income
|
25,675
|
|
9,916
|
|
8,745
|
|
|||
Expenses:
|
|
|
|
||||||
Interest expense on junior subordinated notes held by subsidiary trusts
|
2,014
|
|
2,021
|
|
2,015
|
|
|||
Intercompany management fees
|
921
|
|
950
|
|
909
|
|
|||
Other expense
|
1,335
|
|
994
|
|
1,067
|
|
|||
Total expenses
|
4,270
|
|
3,965
|
|
3,991
|
|
|||
Income (loss) before federal income taxes and (excess dividends from) equity in undistributed earnings of subsidiaries
|
21,405
|
|
5,951
|
|
4,754
|
|
|||
Applicable income tax benefit
|
(1,734
|
)
|
(1,354
|
)
|
(1,522
|
)
|
|||
(Excess dividends from) equity in undistributed earnings of subsidiaries
|
(10,584
|
)
|
(1,724
|
)
|
(2,086
|
)
|
|||
Net income
|
$
|
12,555
|
|
$
|
5,581
|
|
$
|
4,190
|
|
Statements of Cash Flows
|
Year Ended December 31,
|
||||||||
(Dollars in thousands)
|
2011
|
2010
|
2009
|
||||||
Operating activities
|
|
|
|
||||||
Net income
|
$
|
12,555
|
|
$
|
5,581
|
|
$
|
4,190
|
|
Adjustment to reconcile net income to cash provided by operations:
|
|
|
|
||||||
Excess dividends from undistributed earnings of subsidiaries
|
10,584
|
|
1,724
|
|
2,086
|
|
|||
Other, net
|
2,534
|
|
431
|
|
(142
|
)
|
|||
Net cash provided by operating activities
|
25,673
|
|
7,736
|
|
6,134
|
|
|||
Investing activities
|
|
|
|
||||||
Net proceeds from sales and maturities (purchases of) investment securities
|
25
|
|
171
|
|
38
|
|
|||
Investment in subsidiaries
|
—
|
|
—
|
|
(18,000
|
)
|
|||
Change in receivable from subsidiary
|
(3,451
|
)
|
(15
|
)
|
(153
|
)
|
|||
Net cash (used in) provided by investing activities
|
(3,426
|
)
|
156
|
|
(18,115
|
)
|
|||
Financing activities
|
|
|
|
||||||
Issuance of preferred shares and common stock warrant
|
—
|
|
—
|
|
39,000
|
|
|||
Repurchase of preferred shares
|
(39,000
|
)
|
—
|
|
—
|
|
|||
Preferred stock dividends
|
(1,232
|
)
|
(1,950
|
)
|
(1,543
|
)
|
|||
Purchase of treasury stock
|
(187
|
)
|
(181
|
)
|
(249
|
)
|
|||
Proceeds from issuance of common stock
|
10
|
|
447
|
|
4
|
|
|||
Cash dividends paid
|
(3,922
|
)
|
(3,822
|
)
|
(7,426
|
)
|
|||
Excess tax (expense) benefit for share based payments
|
—
|
|
4
|
|
(14
|
)
|
|||
Net cash (used in) provided by financing activities
|
(44,331
|
)
|
(5,502
|
)
|
29,772
|
|
|||
Net (decrease) increase in cash and cash equivalents
|
(22,084
|
)
|
2,390
|
|
17,791
|
|
|||
Cash and cash equivalents at the beginning of year
|
26,166
|
|
23,776
|
|
5,985
|
|
|||
Cash and cash equivalents at the end of year
|
$
|
4,082
|
|
$
|
26,166
|
|
$
|
23,776
|
|
Supplemental cash flow information:
|
|
|
|
||||||
Interest paid
|
$
|
1,981
|
|
$
|
1,980
|
|
$
|
1,980
|
|
|
|
2011
|
||||||||||||||
(Dollars in thousands, except per share data)
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
Total interest income
|
|
$
|
19,317
|
|
|
$
|
18,941
|
|
|
$
|
18,400
|
|
|
$
|
18,475
|
|
Total interest expense
|
|
5,822
|
|
|
5,510
|
|
|
5,136
|
|
|
4,686
|
|
||||
Net interest income
|
|
13,495
|
|
|
13,431
|
|
|
13,264
|
|
|
13,789
|
|
||||
Provision for loan losses
|
|
5,311
|
|
|
2,295
|
|
|
865
|
|
|
(473
|
)
|
||||
Net impairment losses
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net gain on investment securities
|
|
360
|
|
|
56
|
|
|
57
|
|
|
—
|
|
||||
Other income
|
|
8,434
|
|
|
7,335
|
|
|
8,780
|
|
|
7,479
|
|
||||
Intangible asset amortization
|
|
162
|
|
|
152
|
|
|
141
|
|
|
131
|
|
||||
FDIC insurance
|
|
662
|
|
|
450
|
|
|
440
|
|
|
315
|
|
||||
Other expenses
|
|
13,794
|
|
|
14,117
|
|
|
14,849
|
|
|
16,118
|
|
||||
Income tax expense
|
|
491
|
|
|
887
|
|
|
1,885
|
|
|
1,333
|
|
||||
Net income
|
|
1,869
|
|
|
2,921
|
|
|
3,921
|
|
|
3,844
|
|
||||
Preferred dividends
|
|
523
|
|
|
238
|
|
|
237
|
|
|
345
|
|
||||
Net income available to common shareholders
|
|
$
|
1,346
|
|
|
$
|
2,683
|
|
|
$
|
3,684
|
|
|
$
|
3,499
|
|
Earnings per common share - Basic
|
|
$
|
0.13
|
|
|
$
|
0.26
|
|
|
$
|
0.35
|
|
|
$
|
0.33
|
|
Earnings per common share - Diluted
|
|
$
|
0.13
|
|
|
$
|
0.26
|
|
|
$
|
0.35
|
|
|
$
|
0.33
|
|
Weighted-average common shares outstanding - Basic
|
|
10,471,819
|
|
|
10,478,362
|
|
|
10,484,609
|
|
|
10,494,210
|
|
||||
Weighted-average common shares outstanding - Diluted
|
|
10,477,360
|
|
|
10,507,895
|
|
|
10,519,673
|
|
|
10,514,960
|
|
|
|
2010
|
||||||||||||||
(Dollars in thousands, except per share data)
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
Total interest income
|
|
$
|
23,457
|
|
|
$
|
22,963
|
|
|
$
|
22,572
|
|
|
$
|
20,343
|
|
Total interest expense
|
|
8,016
|
|
|
7,790
|
|
|
7,308
|
|
|
6,319
|
|
||||
Net interest income
|
|
15,441
|
|
|
15,173
|
|
|
15,264
|
|
|
14,024
|
|
||||
Provision for loan losses
|
|
6,501
|
|
|
5,458
|
|
|
8,005
|
|
|
6,952
|
|
||||
Net impairment losses
|
|
(986
|
)
|
|
(800
|
)
|
|
—
|
|
|
—
|
|
||||
Net gain (loss) on investment securities
|
|
16
|
|
|
3,018
|
|
|
3,818
|
|
|
—
|
|
||||
Other income
|
|
8,031
|
|
|
6,424
|
|
|
3,073
|
|
|
7,215
|
|
||||
Intangible asset amortization
|
|
245
|
|
|
235
|
|
|
224
|
|
|
214
|
|
||||
FDIC insurance
|
|
617
|
|
|
612
|
|
|
617
|
|
|
624
|
|
||||
Other expenses
|
|
13,713
|
|
|
13,462
|
|
|
13,117
|
|
|
13,362
|
|
||||
Income tax expense (benefit)
|
|
111
|
|
|
763
|
|
|
(221
|
)
|
|
(481
|
)
|
||||
Net income
|
|
1,315
|
|
|
3,285
|
|
|
413
|
|
|
568
|
|
||||
Preferred dividends
|
|
513
|
|
|
512
|
|
|
514
|
|
|
513
|
|
||||
Net income (loss) available to common shareholders
|
|
$
|
802
|
|
|
$
|
2,773
|
|
|
$
|
(101
|
)
|
|
$
|
55
|
|
Earnings per common share - Basic
|
|
$
|
0.08
|
|
|
$
|
0.27
|
|
|
$
|
(0.01
|
)
|
|
$
|
0.01
|
|
Earnings per common share - Diluted
|
|
$
|
0.08
|
|
|
$
|
0.27
|
|
|
$
|
(0.01
|
)
|
|
$
|
0.01
|
|
Weighted-average common shares outstanding - Basic
|
|
10,391,542
|
|
|
10,422,126
|
|
|
10,437,770
|
|
|
10,445,718
|
|
||||
Weighted-average common shares outstanding - Diluted
|
|
10,400,243
|
|
|
10,429,369
|
|
|
10,437,770
|
|
|
10,452,001
|
|
(A)
|
the date and nature of any amendment to a provision of Peoples' Code of Ethics that
|
(i)
|
applies to the principal executive officer, principal financial officer, principal accounting officer or controller of Peoples, or persons performing similar functions,
|
(ii)
|
relates to any element of the code of ethics definition set forth in Item 406(b) of SEC Regulation S‑K, and
|
(iii)
|
is not a technical, administrative or other non-substantive amendment; and
|
(B)
|
a description (including the nature of the waiver, the name of the person to whom the waiver was granted and the date of the waiver) of any waiver, including an implicit waiver, from a provision of the Code of Ethics granted to the principal executive officer, principal financial officer, principal accounting officer or controller of Peoples, or persons performing similar functions, that relates to one or more of the elements of the code of ethics definition set forth in Item 406(b) of SEC Regulation S-K.
|
(i)
|
the Peoples Bancorp Inc. 1995 Stock Option Plan (the “1995 Plan”);
|
(ii)
|
the Peoples Bancorp Inc. 1998 Stock Option Plan (the “1998 Plan”);
|
(iii)
|
the Peoples Bancorp Inc. 2002 Stock Option Plan (the “2002 Plan”);
|
(iv)
|
the Peoples Bancorp Inc. Amended and Restated 2006 Equity Plan (the “2006 Plan”); and
|
(v)
|
the Peoples Bancorp Inc. Second Amended and Restated Deferred Compensation Plan for Directors of Peoples Bancorp Inc. and Subsidiaries (the “Deferred Compensation Plan”).
|
Plan Category
|
(a)
Number of common shares to be issued upon exercise of outstanding options, warrants and rights
|
(b)
Weighted-average exercise price of outstanding options, warrants and rights
|
(c)
Number of common shares remaining available for future issuance under equity compensation plans (excluding common shares reflected in column (a))
|
||||
Equity compensation plans approved by shareholders
|
287,598
(1)
|
|
$21.95
(2)
|
|
373,739
(3)
|
|
|
|
|
|
|
||||
Equity compensation plans not approved by shareholders
|
—
|
|
—
|
|
—
|
|
|
Total
|
287,598
|
|
$
|
21.95
|
|
373,739
|
|
(1)
|
Includes an aggregate
of
209,584 common shares issuable upon exercise of options granted under the 1995 Plan, the 1998 Plan and the 2002 Plan and options and stock appreciation rights granted under the 2006 Plan and 78,014 common shares allocated to participants' bookkeeping accounts under the Deferred Compensation Plan.
|
(2)
|
Represents weighted-average exercise price of outstanding options granted under the 1995 Plan, the 1998 Plan and the 2002 Plan
and
options and stock appreciation rights granted under the 2006 Plan. The weighted-average exercise price does not take into account the common shares allocated to participants' bookkeeping accounts under the Deferred Compensation Plan.
|
(3)
|
Includes 373,739 common shares remaining available for future grants under the 2006 Plan at
December 31, 2011
. No common shares were
available
for future grants under the 1995 Plan, the 1998 Plan and the 2002 Plan at
December 31, 2011
. No amount is included for potential future allocations to participants' bookkeeping accounts under the Deferred Compensation Plan since the terms of the Deferred Compensation Plan do not provide for a specified limit on the number of common shares which may be allocated to participants' bookkeeping accounts.
|
(a)(1)
|
Financial Statements:
|
|
Page
|
Report of Management's Assessment of Internal Control Over Financial Reporting
|
|
Report of Independent Registered Public Accounting Firm (Ernst & Young LLP) on Effectiveness of Internal Control Over Financial Reporting
|
|
Report of Independent Registered Public Accounting Firm (Ernst & Young LLP) on Consolidated Financial Statements
|
|
Consolidated Balance Sheets as of December 31, 2011 and 2010
|
|
Consolidated Statements of Income for each of the three years ended December 31, 2011
|
|
Consolidated Statements of Stockholders’ Equity for each of the three years ended December 31, 2011
|
|
Consolidated Statements of Cash Flows for each of the three years ended December 31, 2011
|
|
Notes to the Consolidated Financial Statements
|
|
Peoples Bancorp Inc. (Parent Company Only Financial Information is included in Note 19 of the Notes to the Consolidated Financial Statements)
|
(a)(2)
|
Financial Statement Schedules
|
(a)(3)
|
Exhibits
|
(b)
|
Exhibits
|
(c)
|
Financial Statement Schedules
|
|
|
|
|
PEOPLES BANCORP INC.
|
|
|
|
|
|
Date:
|
February 28, 2012
|
|
By: /s/
|
CHARLES W. SULERZYSKI
|
|
|
|
|
Charles W. Sulerzyski
|
|
|
|
|
President and Chief Executive Officer
|
Signatures
|
|
Title
|
|
Date
|
|
|
|
|
|
|
|
/s/ CHARLES W. SULERZYSKI
|
|
President, Chief Executive Officer and Director
|
|
2/28/2012
|
|
Charles W. Sulerzyski
|
|
|
|
|
|
|
|
|
|
|
|
/s/ EDWARD G. SLOANE
|
|
Executive Vice President, Chief Financial Officer
|
|
2/28/2012
|
|
Edward G. Sloane
|
|
and Treasurer (Principal Financial and Accounting Officer)
|
|
|
|
|
|
|
|
|
|
/s/ CARL L. BAKER, JR.*
|
|
Director
|
|
2/28/2012
|
|
Carl L. Baker, Jr.
|
|
|
|
|
|
|
|
|
|
|
|
/s/ GEORGE W. BROUGHTON*
|
|
Director
|
|
2/28/2012
|
|
George W. Broughton
|
|
|
|
|
|
|
|
|
|
|
|
/s/ RICHARD FERGUSON*
|
|
Chairman of the Board and Director
|
|
2/28/2012
|
|
Richard Ferguson
|
|
|
|
|
|
|
|
|
|
|
|
/s/ JAMES S. HUGGINS*
|
|
Director
|
|
2/28/2012
|
|
James S. Huggins
|
|
|
|
|
|
|
|
|
|
|
|
/s/ BRENDA F. JONES, M.D.*
|
|
Director
|
|
2/28/2012
|
|
Brenda F. Jones, M.D.
|
|
|
|
|
|
|
|
|
|
|
|
/s/ DAVID L. MEAD*
|
|
Director
|
|
2/28/2012
|
|
David L. Mead
|
|
|
|
|
|
|
|
|
|
|
|
/s/ SUSAN D. RECTOR*
|
|
Director
|
|
2/28/2012
|
|
Susan D. Rector
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Director
|
|
2/28/2012
|
|
Theodore P. Sauber
|
|
|
|
|
|
|
|
|
|
|
|
/s/ PAUL T. THEISEN*
|
|
Vice Chairman of the Board and Director
|
|
2/28/2012
|
|
Paul T. Theisen
|
|
|
|
|
|
|
|
|
|
|
|
/s/ THOMAS J. WOLF*
|
|
Director
|
|
2/28/2012
|
|
Thomas J. Wolf
|
|
|
|
|
|
|
|
|
|
|
|
*
|
The above-named directors of the Registrant sign this Annual Report on Form 10-K by Chuck W. Sulerzyski, their attorney-in-fact, pursuant to Powers of Attorney signed by the above-named directors, which Powers of Attorney are filed with this Annual Report on Form 10-K as exhibits, in the capacities indicated and on the 28 day of February, 2012.
|
||||
|
|
|
|
|
|
By:
|
/s/ CHARLES W. SULERZYSKI
|
|
|
|
|
|
Charles W. Sulerzyski
|
||||
|
President and Chief Executive Officer
|
PEOPLES BANCORP INC. ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2011
|
||||
|
||||
Exhibit
Number
|
|
Description
|
|
Exhibit Location
|
|
|
|
|
|
3.1(a)
|
|
Amended Articles of Incorporation of Peoples Bancorp Inc. (as filed with the Ohio Secretary of State on May 3, 1993)
|
|
Incorporated herein by reference to Exhibit 3(a) to the Registration Statement on Form 8-B of Peoples Bancorp Inc. (“Peoples”) filed July 20, 1993 (File No. 0-16772)
|
|
|
|
|
|
3.1(b)
|
|
Certificate of Amendment to the Amended Articles of Incorporation of Peoples Bancorp Inc. (as filed with the Ohio Secretary of State on April 22, 1994)
|
|
Incorporated herein by reference to Exhibit 3(a)(2) to Peoples’ Annual Report on Form 10-K for the fiscal year ended December 31, 1997 (File No. 0-16772) (“Peoples’ 1997 Form 10-K”)
|
|
|
|
|
|
3.1(c)
|
|
Certificate of Amendment to the Amended Articles of Incorporation of Peoples Bancorp Inc. (as filed with the Ohio Secretary of State on April 9, 1996)
|
|
Incorporated herein by reference to Exhibit 3(a)(3) to Peoples’ 1997 Form 10-K
|
|
|
|
|
|
3.1(d)
|
|
Certificate of Amendment to the Amended Articles of Incorporation of Peoples Bancorp Inc. (as filed with the Ohio Secretary of State on April 23, 2003)
|
|
Incorporated herein by reference to Exhibit 3(a) to Peoples’ Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2003 (File No. 0-16772) (“Peoples’ March 31, 2003 Form 10-Q”)
|
|
|
|
|
|
3.1(e)
|
|
Certificate of Amendment by Shareholders or Members to the Amended Articles of Incorporation of Peoples Bancorp Inc. (as filed with the Ohio Secretary of State on January 22, 2009)
|
|
Incorporated herein by reference to Exhibit 3.1 to Peoples’ Current Report on Form 8-K dated and filed on January 23, 2009 (File No. 0-16772)
|
|
|
|
|
|
3.1(f)
|
|
Certificate of Amendment by Directors or Incorporators to Articles filed with the Secretary of State of the State of Ohio on January 28, 2009, evidencing adoption of amendments by the Board of Directors of Peoples Bancorp Inc. to Article FOURTH of Amended Articles of Incorporation to establish express terms of Fixed Rate Cumulative Perpetual Preferred Shares, Series A, each without par value, of Peoples Bancorp Inc.
|
|
Incorporated herein by reference to Exhibit 3.1 to Peoples’ Current Report on Form 8-K dated and filed on February 2, 2009 (File No. 0-16772) (“Peoples’ February 2, 2009 Form 8-K”)
|
|
|
|
|
|
3.1(g)
|
|
Amended Articles of Incorporation of Peoples Bancorp Inc. (reflecting amendments through January 28, 2009) [For SEC reporting compliance purposes only – not filed with Ohio Secretary of State]
|
|
Incorporated herein by reference to Exhibit 3.1(g) to Peoples’ Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (File No. 0-16772)
|
|
|
|
|
|
3.2(a)
|
|
Code of Regulations of Peoples Bancorp Inc.
|
|
Incorporated herein by reference to Exhibit 3(b) to Peoples’ Registration Statement on Form 8-B filed July 20, 1993 (File No. 0-16772)
|
|
|
|
|
|
3.2(b)
|
|
Certified Resolutions Regarding Adoption of Amendments to Sections 1.03, 1.04, 1.05, 1.06, 1.08, 1.10, 2.03(C), 2.07, 2.08, 2.10 and 6.02 of the Code of Regulations of Peoples Bancorp Inc. by shareholders on April 10, 2003
|
|
Incorporated herein by reference to Exhibit 3(c) to Peoples’ March 31, 2003 Form 10-Q
|
|
|
|
|
|
3.2(c)
|
|
Certificate regarding adoption of amendments to Sections 3.01, 3.03, 3.04, 3.05, 3.06, 3.07, 3.08 and 3.11 of the Code of Regulations of Peoples Bancorp Inc. by shareholders on April 8, 2004
|
|
Incorporated herein by reference to Exhibit 3(a) to Peoples’ Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2004 (File No. 0-16772)
|
|
|
|
|
|
3.2(d)
|
|
Certificate regarding adoption of amendments to Sections 2.06, 2.07, 3.01 and 3.04 of Peoples Bancorp Inc.’s Code of Regulations by the shareholders on April 13, 2006
|
|
Incorporated herein by reference to Exhibit 3.1 to Peoples’ Current Report on Form 8-K dated and filed on April 14, 2006 (File No. 0-16772)
|
|
|
|
|
|
3.2(e)
|
|
Certificate regarding adoption of an amendment to Section 2.01 of Peoples Bancorp Inc.'s Code of Regulations by shareholders on April 22, 2010
|
|
Incorporated herein by reference to Exhibit 3.2(e) to Peoples' Quarterly Report on Form 10-Q/A (Amendment No. 1) for the quarterly period ended June 30, 2010 (File No. 0-16772). ("Peoples' June 30, 2010 Form 10-Q/A")
|
Exhibit
Number
|
|
Description
|
|
Exhibit Location
|
|
|
|
|
|
10.44
|
|
Form of Peoples Bancorp Inc. 2006 Equity Plan Time-Based Restricted Stock Agreement for employees used and to be used to evidence awards of performance-based restricted stock granted to employees of Peoples Bancorp Inc. *
|
|
Filed herewith
|
|
|
|
|
|
12
|
|
Statements regarding Computation of Consolidated Ratios of Earnings to Combined Fixed Charges and Preferred Stock Dividends Appearing in this Annual Report on Form 10-K
|
|
Filed herewith
|
|
|
|
|
|
21
|
|
Subsidiaries of Peoples Bancorp Inc.
|
|
Filed herewith
|
|
|
|
|
|
23
|
|
Consent of Independent Registered Public Accounting Firm - Ernst & Young LLP.
|
|
Filed herewith
|
|
|
|
|
|
24
|
|
Powers of Attorney of Directors and Executive Officers of Peoples Bancorp Inc.
|
|
Filed herewith
|
|
|
|
|
|
31.1
|
|
Rule 13a-14(a)/15d-14(a) Certifications [President and Chief Executive Officer]
|
|
Filed herewith
|
|
|
|
|
|
31.2
|
|
Rule 13a-14(a)/15d-14(a) Certifications [Executive Vice President, Chief Financial Officer and Treasurer]
|
|
Filed herewith
|
|
|
|
|
|
32
|
|
Certifications Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code [President and Chief Executive Officer; and Executive Vice President, Chief Financial Officer and Treasurer].
|
|
Furnished herewith
|
|
|
|
|
|
99.1
|
|
Certification Pursuant to Section 111(B)(4)
of the Emergency Economic Stabilization
Act of 2008 and 31 CFR § 30.15[President and Chief Executive Officer]
|
|
Filed herewith
|
|
|
|
|
|
99.2
|
|
Certification Pursuant to Section 111(B)(4)
of the Emergency Economic Stabilization
Act of 2008 and 31 CFR § 30.15 [Executive Vice President, Chief Financial Officer and Treasurer]
|
|
Filed herewith
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
Submitted electronically herewith #
|
|
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
Submitted electronically herewith #
|
|
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
Submitted electronically herewith #
|
|
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
Submitted electronically herewith #
|
|
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
Submitted electronically herewith #
|
|
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
Submitted electronically herewith #
|
|
|
|
|
|
*Management Compensation Plan or Agreement
|
||||
|
|
|
|
|
# Attached as Exhibit 101 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2011 of Peoples Bancorp Inc. are the following documents formatted in XBRL (eXtensive Business Reporting Language): (i) Consolidated Balance Sheets (unaudited) at December 31, 2011 and December 31, 2010; (ii) Consolidated Statements of Income (unaudited) for the years ended December 31, 2011, 2010 and 2009; (iii) Consolidated Statement of Stockholders' Equity (unaudited) for the years ended December 31, 2011, 2010 and 2009; (ix) Consolidated Statements of Cash Flows (unaudited) for the years ended December 31, 2011, 2010 and 2009; and (v) Notes to the Consolidated Financial Statements.
|
||||
|
|
|
|
|
In accordance with Rule 406T of SEC Regulation S-T, the XBRL related documents in Exhibit 101 to this Annual Report on Form 10-K for the fiscal year ended December 31, 2011 are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under these Sections.
|
1.
|
Reward employees of Peoples Bancorp Inc. (“Peoples”) and subsidiaries of Peoples for enhancing shareholder value.
|
2.
|
Contribute toward a compensation program that serves to retain, recruit and develop talented financial services personnel and management.
|
3.
|
Discourage unnecessary and excessive risk-taking.
|
1.
|
The Compensation Committee approves the participation of executive officers and other senior officers of Peoples and its subsidiaries in the annual incentive program. Executive officers identify other officers and employees who serve Peoples in a support role for inclusion in the annual incentive program.
|
2.
|
Participants must be employed as of the payout date in respect of a measurement period to receive payment for such measurement period.
|
3.
|
Participants must be employed before July 1 of Peoples' fiscal year to be eligible for payment for the related measurement period. Exceptions to this requirement may be made at the discretion of the Compensation Committee.
|
4.
|
The Compensation Committee retains the right to exercise discretion in the awarding of actual level of payments under the annual incentive program.
|
1.
|
The annual incentive program is designed to recognize and reward performance against established financial and non-financial targets.
|
||
|
a.
|
Corporate goals and individual goals are established on an annual basis.
|
|
|
|
i.
|
Corporate goals are established for the measurement period by the Board of Directors of Peoples Bancorp Inc. at its discretion.
|
|
|
ii.
|
It is contemplated the corporate goals will be comprised of a variety of metrics, including ones related to Peoples' consolidated financial performance, capital adequacy and credit quality.
|
|
|
iii.
|
Individual goals for the executive officers of Peoples will be approved by the Compensation Committee on an annual basis. Goals for other participants are established under the oversight of the Compensation Committee.
|
|
b.
|
An absolute minimum level of corporate performance in respect of one or more of the financial goals will be established on an annual basis by the Board of Directors of Peoples. This is the minimum level of corporate performance that must be achieved before any incentive payout, which may otherwise be earned in respect of the level of achievement for any other corporate or individual goal(s) can be made. If Peoples fails to achieve the designated absolute minimum level of corporate performance, participants will generally not be eligible for any incentive payout. However, the Compensation Committee retains the right to make incentive payouts in its discretion based on achievement of the established corporate and/or individual goals earned for a measurement period, even if the absolute minimum level of corporate performance is not attained.
|
|
2.
|
Three levels of achievement are established for each goal: threshold, target and maximum.
|
||
3.
|
All potential payouts under the annual incentive program will represent a percentage of each participant's base annual salary (or its equivalent based upon the participant's role within a subsidiary of Peoples) earned in the measurement period, which percentage may vary by the participant as determined by the Compensation Committee.
|
||
4.
|
All awards earned for a measurement period under the annual incentive program will be paid in cash by March 15 of the year following the measurement period, which is Peoples' fiscal year.
|
1.
|
Reward employees of Peoples Bancorp Inc. (“Peoples”) and subsidiaries of Peoples for enhancing shareholder value over a measurement period in excess of one year.
|
2.
|
Contribute toward a compensation program that serves to retain, recruit and develop talented financial services personnel and management.
|
3.
|
Discourage unnecessary and excessive risk-taking.
|
1.
|
The Compensation Committee approves the participation of executive officers and other senior officers of Peoples and its subsidiaries in the annual incentive program. Executive officers identify other officers and employees who serve Peoples and its subsidiaries in a support role for inclusion in the annual incentive program.
|
2.
|
Participants must be employed as of the award date in respect of a measurement period to receive an award for such measurement period.
|
3.
|
Participants must be employed before July 1 of Peoples' fiscal year to be eligible for an award for the related measurement period. Exceptions to this requirement may be made at the discretion of the Compensation Committee.
|
4.
|
The Compensation Committee retains the right to exercise discretion in the granting of the actual level of awards under the long term incentive program.
|
1.
|
The long term incentive program is designed to recognize and reward performance against established financial and non-financial targets.
|
||
|
a.
|
Corporate goals and individual goals are established on an annual basis.
|
|
|
|
i.
|
Corporate goals are established for the measurement period by the Board of Directors at their discretion.
|
|
|
ii.
|
It is contemplated the corporate goals will be comprised of a variety of metrics, including those related to Peoples' consolidated financial performance, capital adequacy and credit quality.
|
|
|
iii.
|
Individual goals for the executive officers of Peoples will be approved by the Compensation Committee on an annual basis. Goals for other participants are established by the executive officer responsible for the business unit or line function in which such participants are employed and are designed to support and align with executive officer's individual goals as approved by the Compensation Committee.
|
|
b.
|
An absolute minimum level of corporate performance in respect of one or more of the financial goals will be established on an annual basis by Peoples' Board of Directors. This is the minimum level of corporate performance that must be achieved before any incentive award, which may otherwise be earned in respect of the level of achievement for any other corporate or individual goal(s), can be made. If Peoples fails to achieve the designated absolute minimum level of corporate performance, participants will generally not be eligible for any incentive award. However, the Compensation Committee retains the right to make incentive awards in its discretion based on achievement of the established corporate and/or individual goals for a measurement period, even if the absolute minimum level of corporate performance is not attained.
|
|
2.
|
Three levels of achievement are established for each goal: threshold, target and maximum.
|
||
3.
|
The level of achievement of corporate goals creates a pool of common shares as to which awards may be granted to program participants by applying payout percentages as determined by the Compensation Committee to the participants' aggregate base annual salary earned in the measurement period.
|
||
|
a.
|
The Compensation Committee contemplates that a portion of the potential award will be earned as a result the level of performance in respect of corporate goals under the long term incentive program and will be awarded based upon the participant's base annual salary earned in the measurement period as a percentage of the aggregate salary base used to create the pool.
|
|
b.
|
The Compensation Committee contemplates that the remainder of each participant's award will be based on the participant's contribution to Peoples' future success.
|
|
|
c.
|
The aggregate number of common shares underlying awards granted will not exceed the number of common shares in the pool created by achievement of corporate goals.
|
|
4.
|
All awards under the long term incentive program will be paid in equity-based awards under the Peoples Bancorp Inc. Amended and Restated 2006 Equity Plan.
|
||
5.
|
The Compensation Committee contemplates the use of multiple year time-vesting with annual performance triggers which must be achieved in order for a pro rata portion of the award to vest in each year of the vesting period. If the performance triggers are not achieved in a given year, the shares subject to the performance triggers for the applicable performance period are forfeited.
|
Name
|
Position/Title
|
Base Salary
|
||
Charles W. Sulerzyski
|
President and Chief Executive Officer
|
$
|
420,000
|
|
|
|
|
||
Edward G. Sloane
|
Executive Vice President, Chief Financial Officer and Treasurer
|
215,000
|
|
|
|
|
|
||
Michael W. Hager
|
Executive Vice President, Human Resources
|
165,000
|
|
|
|
|
|
||
Carol A. Schneeberger
|
Executive Vice President, Chief Administrative Officer
|
210,000
|
|
|
|
|
|
||
Daniel K. McGill
|
Executive Vice President, Chief Commercial Banking Officer
|
230,000
|
|
|
Year Ended December 31,
|
||||||||
(Dollars in thousands)
|
2011
|
2010
|
2009
|
||||||
Excluding Interest on Deposits:
|
|
|
|
||||||
|
|
|
|
||||||
Earnings:
|
|
|
|
||||||
Income before income taxes
|
$
|
17,151
|
|
$
|
5,753
|
|
$
|
3,126
|
|
Fixed charges (excluding preferred stock dividends)
|
7,532
|
|
10,616
|
|
14,439
|
|
|||
Total earnings
|
24,683
|
|
16,369
|
|
17,565
|
|
|||
Fixed charges:
|
|
|
|
||||||
Interest expense (excluding deposit interest)
|
7,224
|
|
10,311
|
|
14,139
|
|
|||
Rent expense interest factor (1)
|
307
|
|
306
|
|
300
|
|
|||
Preferred stock dividends (2)
|
1,343
|
|
2,052
|
|
1,876
|
|
|||
Total fixed charges (excluding deposit interest)
|
8,874
|
|
12,669
|
|
16,315
|
|
|||
|
|
|
|
||||||
Ratio of Earnings to Fixed Charges,
|
|
|
|
||||||
Excluding Interest on Deposits
|
2.78
|
|
1.29
|
|
1.08
|
|
|||
|
|
|
|
||||||
Including Interest on Deposits:
|
|
|
|
||||||
Earnings:
|
|
|
|
||||||
Income before income taxes
|
$
|
17,151
|
|
$
|
5,753
|
|
$
|
3,126
|
|
Fixed charges (excluding preferred stock dividends)
|
21,462
|
|
29,738
|
|
40,562
|
|
|||
Total earnings
|
38,613
|
|
35,491
|
|
43,688
|
|
|||
|
|
|
|
||||||
Fixed charges:
|
|
|
|
||||||
Interest expense (including deposit interest)
|
21,154
|
|
29,433
|
|
40,262
|
|
|||
Rent expense interest factor (1)
|
307
|
|
306
|
|
300
|
|
|||
Preferred stock dividends (2)
|
1,343
|
|
2,052
|
|
1,876
|
|
|||
Total fixed charges (including deposit interest)
|
22,804
|
|
31,791
|
|
42,438
|
|
|||
|
|
|
|
||||||
Ratio of Earnings to Fixed Charges,
|
|
|
|
||||||
Including Interest on Deposits
|
1.69
|
|
1.12
|
|
1.03
|
|
(1)
|
Represents one-third of gross rental expense, which management believes is representative of the interest factor.
|
(2)
|
Represents the dividends accrued on the Series A Preferred Shares during the period.
|
Subsidiaries of Peoples Bancorp Inc.
|
|
|
|
|
The following are the only subsidiaries of Peoples Bancorp Inc.:
|
|
|
|
|
|
|
Name of Subsidiary
|
|
Jurisdiction of
Incorporation or Organization
|
|
Peoples Bank, National Association (“Peoples Bank”)
|
|
United States
|
|
|
Peoples Insurance Agency, LLC (“Peoples Insurance”)
|
|
Ohio
|
|
PBNA, L.L.C.
|
|
Delaware
|
|
|
|
|
Peoples Investment Company
|
|
Delaware
|
|
|
Peoples Capital Corporation
|
|
Delaware
|
|
|
|
|
PEBO Capital Trust I
|
|
Delaware
|
|
1)
|
Registration Statements (Form S-8, No. 33-1803 and Form S-8, No. 333-108383) of the Peoples Bancorp Inc. Retirement Savings Plan,
|
|
2)
|
Registration Statement (Form S-8, No. 33-67878) to the Amended and Restated 1993 Stock Option Plan of Peoples Bancorp Inc.,
|
|
3)
|
Registration Statement (Form S-8, No. 33-59569) of the Peoples Bancorp Inc. 1995 Stock Option Plan,
|
|
4)
|
Registration Statement (Form S-8, No. 333-43629) of the Peoples Bancorp Inc. Second Amended and Restated Deferred Compensation Plan for Directors of Peoples Bancorp Inc. and Subsidiaries (formerly known as the Peoples Bancorp Inc. Deferred Compensation Plan for Directors of Peoples Bancorp Inc. and Subsidiaries)
|
|
5)
|
Registration Statement (Form S-8, No. 333-62935) of the Peoples Bancorp Inc. 1998 Stock Option Plan,
|
|
6)
|
Registration Statement (Form S-8, No. 333-86246) of the Peoples Bancorp Inc. 2002 Stock Option Plan,
|
|
7)
|
Registration Statement (Form S-8, No. 333-136383) of the Peoples Bancorp Inc. Amended and Restated 2006 Equity Plan (formerly known as the Peoples Bancorp Inc. 2006 Equity Plan),
|
|
8)
|
Registration Statement (Form S-3, No. 33-54003) of the Peoples Bancorp Inc. Dividend Reinvestment Plan,
|
|
9)
|
Registration Statement (Form S-3/A, No. 33-54003) pertaining to Post-Effective Amendments No. 1, 2, and 3 to Form S-3 of the Peoples Bancorp Inc. Dividend Reinvestment and Stock Purchase Plan,
|
|
10)
|
Registration Statement (Form S-3, No. 333-157743) pertaining to potential resale of Fixed Rate Cumulative Perpetual Preferred Shares, Series A; Depository Shares; Common Shares; Warrant to Purchase Common Shares of Peoples Bancorp Inc.
|
|
|
|
/s/ Ernst & Young LLP
|
|
|
/s/
|
CARL BAKER, JR.
|
|
|
|
[Signature]
|
|
|
|
|
|
|
|
Carl Baker, Jr.
|
|
|
|
[Printed Name]
|
|
|
|
/s/
|
ANNE GILLILAND
|
|
|
|
|
Notary Public
|
|
|
|
|
|
|
|
|
|
ANNE GILLILAND, Notary Public
|
|
|
[Seal]
|
|
In and For The State of Ohio
|
|
|
|
|
My Commission Expires April 9, 2013
|
|
|
/s/
|
GEORGE W. BROUGHTON
|
|
|
|
[Signature]
|
|
|
|
|
|
|
|
George W. Broughton
|
|
|
|
[Printed Name]
|
|
|
|
/s/
|
ANNE GILLILAND
|
|
|
|
|
Notary Public
|
|
|
|
|
|
|
|
|
|
ANNE GILLILAND, Notary Public
|
|
|
[Seal]
|
|
In and For The State of Ohio
|
|
|
|
|
My Commission Expires April 9, 2013
|
|
|
/s/
|
RICHARD FERGUSON
|
|
|
|
[Signature]
|
|
|
|
|
|
|
|
Richard Ferguson
|
|
|
|
[Printed Name]
|
|
|
|
/s/
|
ANNE GILLILAND
|
|
|
|
|
Notary Public
|
|
|
|
|
|
|
|
|
|
ANNE GILLILAND, Notary Public
|
|
|
[Seal]
|
|
In and For The State of Ohio
|
|
|
|
|
My Commission Expires April 9, 2013
|
|
|
/s/
|
JAMES S. HUGGINS
|
|
|
|
[Signature]
|
|
|
|
|
|
|
|
James S. Huggins
|
|
|
|
[Printed Name]
|
|
|
|
/s/
|
ANNE GILLILAND
|
|
|
|
|
Notary Public
|
|
|
|
|
|
|
|
|
|
ANNE GILLILAND, Notary Public
|
|
|
[Seal]
|
|
In and For The State of Ohio
|
|
|
|
|
My Commission Expires April 9, 2013
|
|
|
/s/
|
BRENDA F. JONES
|
|
|
|
[Signature]
|
|
|
|
|
|
|
|
Brenda F. Jones
|
|
|
|
[Printed Name]
|
|
|
|
/s/
|
ANNE GILLILAND
|
|
|
|
|
Notary Public
|
|
|
|
|
|
|
|
|
|
ANNE GILLILAND, Notary Public
|
|
|
[Seal]
|
|
In and For The State of Ohio
|
|
|
|
|
My Commission Expires April 9, 2013
|
|
|
/s/
|
DAVID L. MEAD
|
|
|
|
[Signature]
|
|
|
|
|
|
|
|
David L. Mead
|
|
|
|
[Printed Name]
|
|
|
|
/s/
|
ANNE GILLILAND
|
|
|
|
|
Notary Public
|
|
|
|
|
|
|
|
|
|
ANNE GILLILAND, Notary Public
|
|
|
[Seal]
|
|
In and For The State of Ohio
|
|
|
|
|
My Commission Expires April 9, 2013
|
|
|
/s/
|
SUSAN D. RECTOR
|
|
|
|
[Signature]
|
|
|
|
|
|
|
|
Susan D. Rector
|
|
|
|
[Printed Name]
|
|
|
|
/s/
|
ANNE GILLILAND
|
|
|
|
|
Notary Public
|
|
|
|
|
|
|
|
|
|
ANNE GILLILAND, Notary Public
|
|
|
[Seal]
|
|
In and For The State of Ohio
|
|
|
|
|
My Commission Expires April 9, 2013
|
|
|
/s/
|
PAUL T. THEISEN
|
|
|
|
[Signature]
|
|
|
|
|
|
|
|
Paul T. Theisen
|
|
|
|
[Printed Name]
|
|
|
|
/s/
|
ANNE GILLILAND
|
|
|
|
|
Notary Public
|
|
|
|
|
|
|
|
|
|
ANNE GILLILAND, Notary Public
|
|
|
[Seal]
|
|
In and For The State of Ohio
|
|
|
|
|
My Commission Expires April 9, 2013
|
|
|
/s/
|
THOMAS J. WOLF
|
|
|
|
[Signature]
|
|
|
|
|
|
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Thomas J. Wolf
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[Printed Name]
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/s/
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ANNE GILLILAND
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Notary Public
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ANNE GILLILAND, Notary Public
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[Seal]
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In and For The State of Ohio
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My Commission Expires April 9, 2013
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1.
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I have reviewed this Annual Report on Form 10-K for the fiscal year ended
December 31, 2011
, of Peoples Bancorp Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a.
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Date:
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February 28, 2012
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By:/s/
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CHARLES W. SULERZYSKI
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Charles W. Sulerzyski
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President and Chief Executive Officer
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1.
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I have reviewed this Annual Report on Form 10-K for the fiscal year ended
December 31, 2011
, of Peoples Bancorp Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a.
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Date:
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February 28, 2012
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By:/s/
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EDWARD G. SLOANE
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Edward G. Sloane
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Executive Vice President,
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Chief Financial Officer and Treasurer
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the consolidated financial condition and results of operations of Peoples Bancorp and its subsidiaries.
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Date:
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February 28, 2012
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By:/s/
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CHARLES W. SULERZYSKI
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Charles W. Sulerzyski
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President and Chief Executive Officer
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Date:
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February 28, 2012
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By:/s/
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EDWARD G. SLOANE
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Edward G. Sloane
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Executive Vice President,
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Chief Financial Officer and Treasurer
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i)
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The compensation committee of Peoples has discussed, reviewed, and evaluated with senior risk officers, as defined in the regulations and guidance established under Section 111 of the Emergency Economic Stabilization Act of 2008 (as amended, “EESA”), at least every six months during the most recently completed fiscal year that was a TARP period, as defined in the regulations and guidance established under Section 111 of EESA (the “Applicable Period”), the senior executive officer (“SEO”) compensation plans and employee compensation plans, each as defined in the regulations and guidance established under Section 111 of EESA, and the risks these plans pose to Peoples;
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ii)
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The compensation committee of Peoples has identified and limited during the Applicable Period any features of the SEO compensation plans that could lead SEOs to take unnecessary and excessive risks that could threaten the value of Peoples and has identified any features of the employee compensation plans that pose risks to Peoples and has limited those features to ensure that Peoples is not unnecessarily exposed to risks;
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iii)
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The compensation committee of Peoples has reviewed, at least every six months during the Applicable Period, the terms of each employee compensation plan and identified any features of the plan that could encourage the manipulation of reported earnings of Peoples to enhance the compensation of an employee, and has limited any such features;
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iv)
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The compensation committee of Peoples will certify to the reviews of the SEO compensation plans and employee compensation plans required under paragraphs (i) and (iii) above;
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v)
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The compensation committee of Peoples will provide a narrative description of how it limited during the Applicable Period the features in:
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A)
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SEO compensation plans that could lead SEOs to take unnecessary and excessive risks that could threaten the value of Peoples;
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B)
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Employee compensation plans that unnecessarily expose Peoples to risks; and
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C)
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Employee compensation plans that could encourage the manipulation of reported earnings of Peoples to enhance the compensation of an employee;
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vi)
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Peoples has required that bonus payments, as defined in the regulations and guidance established under Section 111 of EESA, to SEOs or any of the next twenty most highly compensated employees, as defined in the regulations and guidance established under Section 111 of EESA, be subject to a recovery or “clawback” provision during the Applicable Period if the bonus payments were based on materially inaccurate financial statements or any other materially inaccurate performance metric criteria;
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vii)
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Peoples has prohibited any golden parachute payment, as defined in the regulations and guidance established under Section 111 of EESA, to an SEO or any of the next five most highly compensated employees during the Applicable Period;
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viii)
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Peoples has limited bonus payments to its five most highly compensated employees in accordance with Section 111 of EESA and the regulations and guidance established thereunder during the Applicable Period.
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ix)
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Peoples and its employees have complied with the excessive or luxury expenditures policy, as defined in the regulations and guidance established under Section 111 of EESA, during the Applicable Period; and any expenses that, pursuant to the policy, required approval of the board of directors, a committee of the board of directors, an SEO, or an executive officer with a similar level of responsibility were properly approved;
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x)
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Peoples will permit a non-binding shareholder resolution in compliance with any applicable Federal securities rules and regulations on the disclosures provided under the Federal securities laws related to SEO compensation paid or accrued during the Applicable Period;
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xi)
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Peoples will disclose the amount, nature, and justification for the offering, during any part of the Applicable Period, of any perquisites, as defined in the regulations and guidance established under Section 111 of EESA, whose total value exceeds $25,000 for any employee who is subject to the bonus payment limitations identified in paragraph (viii);
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xii)
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Peoples will disclose whether Peoples, the board of directors of Peoples or the compensation committee of Peoples has engaged during the Applicable Period a compensation consultant; and the services the compensation consultant or any affiliate of the compensation consultant provided during this period;
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xiii)
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Peoples has prohibited the payment of any gross-ups, as defined in the regulations and guidance established under Section 111 of EESA, to the SEOs and the next twenty most highly compensated employees during the Applicable Period;
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xiv)
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Peoples has substantially complied with all other requirements related to employee compensation that are provided in the agreement between Peoples and Treasury, including any amendments;
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xv)
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Peoples has submitted to Treasury a complete and accurate list of the SEOs and the twenty next most highly compensated employees for the current fiscal year, with the non-SEOs ranked in descending order of level of annual compensation, and with the name, title, and employer of each SEO and most highly compensated employee identified; and
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xvi)
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I understand that a knowing and willful false or fraudulent statement made in connection with this certification may be punished by fine, imprisonment, or both. (See, for example 18 U.S.C. 1001).
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Date:
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February 28, 2012
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By:/s/
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CHARLES W. SULERZYSKI
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Charles W. Sulerzyski
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President and Chief Executive Officer
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i)
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The compensation committee of Peoples has discussed, reviewed, and evaluated with senior risk officers, as defined in the regulations and guidance established under Section 111 of the Emergency Economic Stabilization Act of 2008 (as amended, “EESA”), at least every six months during the most recently completed fiscal year that was a TARP period, as defined in the regulations and guidance established under Section 111 of EESA (the “Applicable Period”), the senior executive officer (“SEO”) compensation plans and employee compensation plans, each as defined in the regulations and guidance established under Section 111 of EESA, and the risks these plans pose to Peoples;
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ii)
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The compensation committee of Peoples has identified and limited during the Applicable Period any features of the SEO compensation plans that could lead SEOs to take unnecessary and excessive risks that could threaten the value of Peoples and has identified any features of the employee compensation plans that pose risks to Peoples and has limited those features to ensure that Peoples is not unnecessarily exposed to risks;
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iii)
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The compensation committee of Peoples has reviewed, at least every six months during the Applicable Period, the terms of each employee compensation plan and identified any features of the plan that could encourage the manipulation of reported earnings of Peoples to enhance the compensation of an employee, and has limited any such features;
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iv)
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The compensation committee of Peoples will certify to the reviews of the SEO compensation plans and employee compensation plans required under paragraphs (i) and (iii) above;
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v)
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The compensation committee of Peoples will provide a narrative description of how it limited during the Applicable Period the features in:
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A)
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SEO compensation plans that could lead SEOs to take unnecessary and excessive risks that could threaten the value of Peoples;
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B)
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Employee compensation plans that unnecessarily expose Peoples to risks; and
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C)
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Employee compensation plans that could encourage the manipulation of reported earnings of Peoples to enhance the compensation of an employee;
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vi)
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Peoples has required that bonus payments, as defined in the regulations and guidance established under Section 111 of EESA, to SEOs or any of the next twenty most highly compensated employees, as defined in the regulations and guidance established under Section 111 of EESA, be subject to a recovery or “clawback” provision during the Applicable Period if the bonus payments were based on materially inaccurate financial statements or any other materially inaccurate performance metric criteria;
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vii)
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Peoples has prohibited any golden parachute payment, as defined in the regulations and guidance established under Section 111 of EESA, to an SEO or any of the next five most highly compensated employees during the Applicable Period;
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viii)
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Peoples has limited bonus payments to its five most highly compensated employees in accordance with Section 111 of EESA and the regulations and guidance established thereunder during the Applicable Period.
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ix)
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Peoples and its employees have complied with the excessive or luxury expenditures policy, as defined in the regulations and guidance established under Section 111 of EESA, during the Applicable Period; and any expenses that, pursuant to the policy, required approval of the board of directors, a committee of the board of directors, an SEO, or an executive officer with a similar level of responsibility were properly approved;
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x)
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Peoples will permit a non-binding shareholder resolution in compliance with any applicable Federal securities rules and regulations on the disclosures provided under the Federal securities laws related to SEO compensation paid or accrued during the Applicable Period;
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xi)
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Peoples will disclose the amount, nature, and justification for the offering, during any part of the Applicable Period, of any perquisites, as defined in the regulations and guidance established under Section 111 of EESA, whose total value exceeds $25,000 for any employee who is subject to the bonus payment limitations identified in paragraph (viii);
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xii)
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Peoples will disclose whether Peoples, the board of directors of Peoples or the compensation committee of Peoples has engaged during the Applicable Period a compensation consultant; and the services the compensation consultant or any affiliate of the compensation consultant provided during this period;
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xiii)
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Peoples has prohibited the payment of any gross-ups, as defined in the regulations and guidance established under Section 111 of EESA, to the SEOs and the next twenty most highly compensated employees during the Applicable Period;
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xiv)
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Peoples has substantially complied with all other requirements related to employee compensation that are provided in the agreement between Peoples and Treasury, including any amendments;
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xv)
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Peoples has submitted to Treasury a complete and accurate list of the SEOs and the twenty next most highly compensated employees for the current fiscal year, with the non-SEOs ranked in descending order of level of annual compensation, and with the name, title, and employer of each SEO and most highly compensated employee identified; and
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xvi)
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I understand that a knowing and willful false or fraudulent statement made in connection with this certification may be punished by fine, imprisonment, or both. (See, for example 18 U.S.C. 1001).
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Date:
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February 28, 2012
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By:/s/
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EDWARD G. SLOANE
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Edward G. Sloane
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Executive Vice President,
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Chief Financial Officer and Treasurer
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