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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NASDAQ Stock Market
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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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•
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the CFPB 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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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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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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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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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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the standard maximum amount of deposit insurance per customer has been permanently increased to $250,000 and non-interest-bearing transaction accounts had unlimited deposit insurance through December 31, 2012;
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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 states;
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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, requiring compensation committees to consider the independence of compensation advisors and meeting 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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the authority of the Federal Reserve Board to examine financial holding companies and their non-bank subsidiaries was expanded.
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limit the extent to which a bank or its subsidiaries may engage in "covered transactions" with any one affiliate;
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limit the extent to which a bank or its subsidiaries may engage in "covered transactions" with all affiliates; and
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require that all such transactions be on terms substantially the same, or at least as favorable to the bank or subsidiary, as those provide to a non-affiliate.
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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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“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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•
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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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Peoples' ability to complete acquisitions and integrate completed acquisitions could have an adverse affect on Peoples' business, earnings and financial condition.
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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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The Dodd-Frank Act may adversely impact Peoples' results of operations, financial condition or liquidity.
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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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Defaults by larger financial institutions could adversely affect Peoples' business, earnings and financial condition.
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Peoples failure to be in compliance with any material provision or covenant of debt instruments could have a material adverse effect on Peoples' liquidity and operations.
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Increases in FDIC insurance premiums may have a material adverse affect on Peoples' earnings.
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Expiration of unlimited FDIC insurance coverage of non-interest bearing transaction accounts may have an adverse effect on liquidity and cost of funds.
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Changes in interest rates may adversely affect Peoples' profitability.
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Peoples' exposure to credit risk could adversely affect Peoples' earnings and financial condition.
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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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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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The financial services industry is very competitive.
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Peoples' ability to pay dividends is limited.
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Peoples' business could be adversely affected by material breaches in security of its systems or those of a third-party service provider.
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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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Changes to the healthcare laws in the United States may increase the number of employees who choose to participate in Peoples' healthcare plans, which may significantly increase healthcare costs and negatively impact financial results.
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Changes in tax laws could adversely affect Peoples' performance.
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Peoples and its subsidiaries are subject to examinations and challenges by tax authorities.
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High
Sales
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Low
Sales
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Dividends
Declared (1)
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2012
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Fourth Quarter
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$
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23.80
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$
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17.72
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$
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0.12
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Third Quarter
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23.93
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20.22
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0.11
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Second Quarter
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22.54
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16.48
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0.11
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First Quarter
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17.84
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14.59
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0.11
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2011
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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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(1)
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On April 28, 2011, Peoples' Board of Directors adopted a new schedule for declaring dividends with respect to Peoples' common shares. Effective with the quarterly period ended June 30, 2011, Peoples' Board of Directors determines whether financial conditions warrant the declaration of dividends with respect to common shares at the meeting of Peoples' Board of Directors held during the first month of the following calendar quarter. Such dividends, if declared, would then be paid to shareholders in the following month. Previously, the Board of Directors of Peoples had declared a cash dividend with respect to Peoples' common shares, when appropriate, in the third month of each calendar quarter. This change resulted in no dividends being declared during the second quarter of 2011 as the dividend with respect to second quarter earnings was declared in July versus June under the previous schedule.
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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, 2012
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243
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(2)
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$
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21.87
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(2)
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—
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—
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November 1 – 30, 2012
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644
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(2)
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$
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19.39
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(2)
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—
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—
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December 1 – 31, 2012
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211
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(2)
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$
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21.26
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(2)
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—
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—
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Total
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1,098
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$
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20.30
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—
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—
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(1)
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Peoples’ Board of Directors did not authorize any stock repurchase plans or programs for 2012.
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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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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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2012
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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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79.98
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$
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42.56
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$
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70.93
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$
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69.35
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$
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97.94
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NASDAQ Stocks (U.S. Companies)
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$
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100.00
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$
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61.17
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$
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87.93
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$
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104.13
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$
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104.69
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$
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123.85
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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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72.91
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$
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60.66
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$
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72.13
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$
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64.51
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$
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77.18
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At or For the Year Ended December 31,
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||||||||||||||
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2012
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2011
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2010
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2009
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2008
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||||||||||
Operating Data
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||||||||||
Total interest income
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$
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69,470
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$
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75,133
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$
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89,335
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$
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102,105
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$
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106,227
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Total interest expense
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14,995
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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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Net interest income
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54,475
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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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(Recovery of) provision for loan losses
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(4,716
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)
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7,998
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26,916
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25,721
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27,640
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|||||
Net impairment losses on investment securities
|
—
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—
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(1,786
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)
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(7,707
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)
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(4,260
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)
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Net (loss) gain on securities and asset transactions
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(778
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)
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(443
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)
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(39
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)
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1,343
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2,424
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|||||
Total non-interest income
|
34,971
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|
32,944
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31,634
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32,050
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|
32,097
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|||||
FDIC insurance expense
|
1,002
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|
1,867
|
|
2,470
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|
3,442
|
|
361
|
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Other non-interest expense
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62,472
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59,464
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54,572
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|
55,240
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|
53,124
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|||||
Preferred dividends (a)
|
—
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1,343
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|
2,052
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|
1,876
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—
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|||||
Net income available to common shareholders
|
$
|
20,385
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|
$
|
11,212
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|
$
|
3,529
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|
$
|
2,314
|
|
$
|
7,455
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|
Balance Sheet Data
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
1,918,050
|
|
$
|
1,794,161
|
|
$
|
1,837,985
|
|
$
|
2,001,827
|
|
$
|
2,002,338
|
|
Total investment securities
|
709,085
|
|
669,228
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|
641,307
|
|
751,866
|
|
708,753
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|||||
Gross loans
|
985,172
|
|
938,506
|
|
960,718
|
|
1,052,058
|
|
1,104,032
|
|
|||||
Allowance for loan losses
|
17,811
|
|
23,717
|
|
26,766
|
|
27,257
|
|
22,931
|
|
|||||
Total intangible assets
|
68,525
|
|
64,475
|
|
64,870
|
|
65,599
|
|
66,406
|
|
|||||
Non-interest-bearing deposits
|
317,071
|
|
239,837
|
|
215,069
|
|
198,000
|
|
180,040
|
|
|||||
Retail interest-bearing deposits
|
1,119,633
|
|
1,047,189
|
|
1,059,066
|
|
1,095,466
|
|
1,034,418
|
|
|||||
Brokered deposits
|
55,599
|
|
64,054
|
|
87,465
|
|
102,420
|
|
151,910
|
|
|||||
Short-term borrowings
|
47,769
|
|
51,643
|
|
51,509
|
|
76,921
|
|
98,852
|
|
|||||
Long-term borrowings
|
128,823
|
|
142,312
|
|
157,703
|
|
246,113
|
|
308,297
|
|
|||||
Junior subordinated debentures held by subsidiary trust
|
—
|
|
22,600
|
|
22,565
|
|
22,530
|
|
22,495
|
|
|||||
Preferred stockholders' equity (a)
|
—
|
|
—
|
|
38,645
|
|
38,543
|
|
—
|
|
|||||
Common stockholders' equity
|
221,728
|
|
206,657
|
|
192,036
|
|
205,425
|
|
186,626
|
|
|||||
Tangible assets (b)
|
1,849,525
|
|
1,729,686
|
|
1,773,115
|
|
1,936,228
|
|
1,935,932
|
|
|||||
Tangible equity (b)
|
153,203
|
|
142,182
|
|
165,811
|
|
178,369
|
|
120,220
|
|
|||||
Tangible common equity (b)
|
$
|
153,203
|
|
$
|
142,182
|
|
$
|
127,166
|
|
$
|
139,826
|
|
$
|
120,220
|
|
Per Common Share Data
|
|
|
|
|
|
||||||||||
Earnings per share – Basic
|
$
|
1.92
|
|
$
|
1.07
|
|
$
|
0.34
|
|
$
|
0.22
|
|
$
|
0.72
|
|
Earnings per share – Diluted
|
1.92
|
|
1.07
|
|
0.34
|
|
0.22
|
|
0.72
|
|
|||||
Cash dividends declared per share
|
0.45
|
|
0.30
|
|
0.40
|
|
0.66
|
|
0.91
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|
|||||
Book value per share (c)
|
21.02
|
|
19.67
|
|
18.36
|
|
19.80
|
|
18.06
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|
|||||
Tangible book value per share (b) (c)
|
$
|
14.52
|
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$
|
13.53
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|
$
|
12.16
|
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$
|
13.48
|
|
$
|
11.63
|
|
Weighted-average shares outstanding – Basic
|
10,527,885
|
|
10,482,318
|
|
10,424,474
|
|
10,363,975
|
|
10,315,263
|
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|||||
Weighted-average shares outstanding – Diluted
|
10,528,286
|
|
10,482,318
|
|
10,431,990
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|
10,374,792
|
|
10,348,579
|
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|||||
Common shares outstanding at end of period
|
10,547,960
|
|
10,507,124
|
|
10,457,327
|
|
10,374,637
|
|
10,333,884
|
|
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At or For the Year Ended December 31,
|
|||||||||
|
2012
|
2011
|
2010
|
2009
|
2008
|
|||||
SIGNIFICANT RATIOS
|
|
|
|
|
|
|||||
Return on average stockholders' equity
|
9.52
|
%
|
5.72
|
%
|
2.33
|
%
|
1.80
|
%
|
3.67
|
%
|
Return on average common stockholders' equity
|
9.52
|
|
5.61
|
|
1.76
|
|
1.17
|
|
3.67
|
|
Return on average assets
|
1.11
|
|
0.69
|
|
0.28
|
|
0.21
|
|
0.39
|
|
Net interest margin
|
3.39
|
|
3.43
|
|
3.51
|
|
3.48
|
|
3.51
|
|
Efficiency ratio (d)
|
69.55
|
|
68.98
|
|
60.30
|
|
60.14
|
|
56.30
|
|
Pre-provision net revenue to average assets (e)
|
1.41
|
|
1.41
|
|
1.76
|
|
1.74
|
|
1.94
|
|
Average stockholders' equity to average assets
|
11.63
|
|
12.12
|
|
12.20
|
|
11.50
|
|
10.62
|
|
Average loans to average deposits
|
68.23
|
|
69.86
|
|
73.01
|
|
77.97
|
|
88.10
|
|
Dividend payout ratio
|
23.58
|
%
|
28.35
|
%
|
119.33
|
%
|
298.23
|
%
|
127.03
|
%
|
ASSET QUALITY RATIOS
|
|
|
|
|
|
|||||
Nonperforming loans as a percent of total loans (c)(f)
|
1.39
|
%
|
3.19
|
%
|
4.19
|
%
|
3.27
|
%
|
3.74
|
%
|
Nonperforming assets as a percent of total assets (c)(f)
|
0.76
|
|
1.80
|
|
2.45
|
|
2.03
|
|
2.09
|
|
Allowance for loan losses to loans net of unearned interest (c)
|
1.81
|
|
2.53
|
|
2.79
|
|
2.59
|
|
2.08
|
|
Allowance for loan losses to nonperforming loans (c)(f)
|
128.86
|
|
79.00
|
|
66.10
|
|
79.30
|
|
55.50
|
|
(Recovery of) provision for loan losses to average loans (annualized)
|
(0.49
|
)
|
0.84
|
|
2.61
|
|
2.35
|
|
2.48
|
|
Net charge-offs as a percentage of average loans
|
0.12
|
%
|
1.16
|
%
|
2.66
|
%
|
1.96
|
%
|
1.83
|
%
|
CAPITAL INFORMATION (c)
|
|
|
|
|
|
|||||
Tier 1 common capital ratio
|
14.06
|
%
|
12.82
|
%
|
11.59
|
%
|
10.58
|
%
|
10.17
|
%
|
Tier 1 capital ratio
|
14.06
|
|
14.86
|
|
16.91
|
|
15.49
|
|
11.88
|
|
Total risk-based capital ratio
|
15.43
|
|
16.20
|
|
18.24
|
|
16.80
|
|
13.19
|
|
Leverage ratio
|
8.83
|
|
9.45
|
|
10.63
|
|
10.06
|
|
8.18
|
|
Tangible equity to tangible assets (b)
|
8.28
|
|
8.22
|
|
9.35
|
|
9.21
|
|
6.21
|
|
Tangible common equity to tangible assets (b)
|
8.28
|
%
|
8.22
|
%
|
7.17
|
%
|
7.22
|
%
|
6.21
|
%
|
(a)
|
Amounts relate to Series A Preferred Shares issued and sold by Peoples in connection with its participation in the TARP Capital Purchase Program. Additional information regarding the Series A Preferred Shares can be found in Note 11 of the Notes to the Consolidated Financial Statements.
|
(b)
|
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 in "ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS" of this Form 10-K under the caption “Capital/Stockholders’ Equity”.
|
(c)
|
Data presented as of the end of the period indicated.
|
(d)
|
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).
|
(e)
|
These amounts represent non-GAAP financial measures since they exclude the provision for loan losses and all gains and losses included in earnings. Additional information regarding the calculation of these measures can be found in "ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS" of this Form 10-K under the caption “Pre-Provision Net Revenue”.
|
(f)
|
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.
|
(1)
|
deterioration in the credit quality of Peoples' loan portfolio, 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 due to economic conditions and/or the fiscal policies of the U.S. government and Federal Reserve Board, which may adversely impact interest margins;
|
(4)
|
the success, impact, and timing of Peoples' business strategies, including the integration of recently completed acquisitions, expansion of consumer lending activity and rebranding efforts;
|
(5)
|
adverse changes in the economic conditions and/or activities, including impacts from the implementation of the Budget Control Act of 2011 and the American Taxpayer Relief Act of 2012, as well as continuing economic uncertainty in the U.S., the European Union, and other areas, which could decrease sales volumes and increase loan delinquencies and defaults;
|
(6)
|
changes in prepayment speeds, loan originations and charge-offs, which may be less favorable than expected and adversely impact the amount of interest income generated;
|
(7)
|
legislative or regulatory changes or actions, including in particular the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the regulations promulgated and to be promulgated thereunder, which may subject Peoples, its subsidiaries or one or more acquired companies to a variety of new and more stringent legal and regulatory requirements which adversely affect their respective businesses;
|
(8)
|
changes in accounting standards, policies, estimates or procedures which may adversely affect Peoples' reported financial condition or results of operations;
|
(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' business generation and retention, funding and liquidity;
|
(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)
|
Peoples' ability to secure confidential information through the use of computer systems and telecommunications networks, including those of our third-party vendors and other service providers, may prove inadequate, which could adversely affect customer confidence in Peoples and/or result in Peoples incurring a financial loss;
|
(15)
|
the overall adequacy of Peoples' risk management program; 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.
|
◦
|
During the second quarter of 2012, Peoples became more active with its merger and acquisition activities. These activities included the merger transactions with Sistersville Bancorp, Inc. ("Sistersville") and its wholly-owned subsidiary, First Federal Savings Bank, announced on June 5, 2012 and subsequently completed on September 14, 2012, and the purchase of a small financial advisory book of business in Wood County, West Virginia. In the third quarter of 2012, Peoples purchased another small financial advisory book of business in Gallipolis, Ohio. These transactions are more fully described in Note 18 of the Notes to the Consolidated Financial Statements. In addition, Peoples' management team continues to evaluate other acquisition opportunities involving banks, insurance agencies and wealth management providers located in Ohio, West Virginia and Kentucky. On January 2, 2013, Peoples Insurance acquired a commercial insurance agency office and related customer accounts in the Pikeville, Kentucky area.
|
◦
|
In 2012, Peoples incurred $641,000 of acquisition-related expenses, primarily fees for legal costs, other professional services, deconversion costs and write-offs associated with assets acquired. Approximately a quarter of these costs related to acquisition opportunities that management determined did not meet Peoples' criteria and thus negotiations were terminated prior to completion.
|
◦
|
On September 17, 2012, Peoples introduced its new brand as part of a company-wide brand revitalization. The brand is Peoples' promise, which is a guarantee of satisfaction and quality. Costs associated with rebranding efforts were approximately $421,000 during 2012. Peoples will continue to incur costs throughout 2013 associated with the brand revitalization, including marketing due to advertisement, and depreciation for the revitalization of our branch network.
|
◦
|
During 2012, Peoples increased the quarterly dividend declared to common shareholders by 20%. The dividend declared in first quarter of 2012 was $0.11 and the dividend declared in the fourth quarter of 2012 was $0.12, compared to the quarterly dividend of $0.10 that was declared during 2011.
|
◦
|
As described in Note 12 of the Notes to the Consolidated Financial Statements, Peoples incurred settlement charges of $835,000 during 2012 due to the aggregate amount of lump-sum distributions to participants in Peoples' defined benefit pension plan exceeding the threshold for recognizing such charges during the second quarter. Settlement charges of $815,000 were recognized during the 2011.
|
◦
|
As described in Note 10 of the Notes to the Consolidated Financial Statements, Peoples repaid the entire $23.0 million outstanding principal amount of its junior subordinated debentures and related trust preferred securities on December 19, 2012 (the "Trust Preferred Redemption"). This transaction resulted in Peoples incurring a pre-tax loss of $1.0 million for the redemption premium and unamortized issuance costs. Peoples funded the repayment with a term note from an unaffiliated financial institution at a significantly lower interest rate. As a result, Peoples will realize an annual interest expense savings of $1.1 million beginning in 2013.
|
◦
|
In the first quarter of 2012, Peoples prepaid $35.0 million of wholesale borrowings using short-term funds, which resulted in prepayment charges of $3.1 million. These borrowings had an average cost of 3.09% and consisted of both term repurchase agreements and advances from the Federal Home Loan Bank of Cincinnati. The impact of the prepayment charges on first quarter earnings was offset by $3.2 million in gains from the sale of $60.5 million in investment securities. The securities sold were primarily mortgage-backed securities issued by U.S. government-sponsored agencies. The proceeds from the sale of these investment securities were reinvested into other securities with similar duration, credit risk and yield.
|
◦
|
In 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 were repurchased on December 28, 2011 (collectively, the "TARP Capital Redemption"). On February 15, 2012, Peoples completed the repurchase of the warrant for an aggregate price of
|
◦
|
Since the second quarter of 2011, Peoples has experienced generally improving trends in several asset quality metrics, after a three-year trend of higher credit losses and nonperforming assets than Peoples' long-term historical levels. 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.
|
◦
|
Peoples' net interest income and margin are impacted by changes in market interest rates based upon actions taken by the Federal Reserve Board 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 Bank) 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.
|
◦
|
The Federal Reserve Board has maintained its target Federal Funds Rate at a historically low level of 0% to 0.25% since December 2008 and has maintained the Discount Rate at 0.75% since December 2010. The Federal Reserve Board continues to indicate there is the potential for these short-term rates to remain unchanged until early 2015.
|
◦
|
Since late 2008, the Federal Reserve Board 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 since early third quarter of 2011, while moderate steepening occurred in the second half of 2009 and late 2010.
|
|
2012
|
|
2011
|
|
2010
|
|||||||||||||||||||||
(
Dollars in thousands)
|
Average Balance
|
Income/ Expense
|
Yield/Cost
|
|
Average Balance
|
Income/ Expense
|
Yield/Cost
|
|
Average Balance
|
Income/ Expense
|
Yield/Cost
|
|||||||||||||||
Short-term investments
|
$
|
9,705
|
|
$
|
20
|
|
0.21
|
%
|
|
$
|
11,522
|
|
$
|
24
|
|
0.21
|
%
|
|
$
|
36,508
|
|
$
|
91
|
|
0.25
|
%
|
Investment Securities (1):
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Taxable
|
645,249
|
|
19,961
|
|
3.09
|
%
|
|
631,112
|
|
24,332
|
|
3.86
|
%
|
|
656,719
|
|
29,728
|
|
4.53
|
%
|
||||||
Nontaxable (2)
|
40,190
|
|
2,206
|
|
5.49
|
%
|
|
38,653
|
|
2,385
|
|
6.17
|
%
|
|
57,781
|
|
3,621
|
|
6.27
|
%
|
||||||
Total investment securities
|
685,439
|
|
22,167
|
|
3.23
|
%
|
|
669,765
|
|
26,717
|
|
3.99
|
%
|
|
714,500
|
|
33,349
|
|
4.67
|
%
|
||||||
Loans (3):
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Commercial
|
618,846
|
|
29,672
|
|
4.79
|
%
|
|
616,970
|
|
30,375
|
|
4.92
|
%
|
|
682,736
|
|
36,169
|
|
5.30
|
%
|
||||||
Real estate (4)
|
252,647
|
|
12,982
|
|
5.14
|
%
|
|
246,878
|
|
13,111
|
|
5.31
|
%
|
|
260,964
|
|
14,650
|
|
5.61
|
%
|
||||||
Consumer
|
95,673
|
|
5,716
|
|
5.97
|
%
|
|
87,103
|
|
6,039
|
|
6.93
|
%
|
|
86,203
|
|
6,618
|
|
7.68
|
%
|
||||||
Total loans
|
967,166
|
|
48,370
|
|
5.00
|
%
|
|
950,951
|
|
49,525
|
|
5.21
|
%
|
|
1,029,903
|
|
57,437
|
|
5.58
|
%
|
||||||
Less: Allowance for loan losses
|
(21,473
|
)
|
|
|
|
(27,259
|
)
|
|
|
|
(29,597
|
)
|
|
|
||||||||||||
Net loans
|
945,693
|
|
48,370
|
|
5.11
|
%
|
|
923,692
|
|
49,525
|
|
5.36
|
%
|
|
1,000,306
|
|
57,437
|
|
5.74
|
%
|
||||||
Total earning assets
|
1,640,837
|
|
70,557
|
|
4.30
|
%
|
|
1,604,979
|
|
76,266
|
|
4.75
|
%
|
|
1,751,314
|
|
90,877
|
|
5.19
|
%
|
||||||
Intangible assets
|
65,881
|
|
|
|
|
64,621
|
|
|
|
|
65,153
|
|
|
|
||||||||||||
Other assets
|
134,571
|
|
|
|
|
141,479
|
|
|
|
|
145,260
|
|
|
|
|
|||||||||||
Total assets
|
$
|
1,841,289
|
|
|
|
|
$
|
1,811,079
|
|
|
|
|
$
|
1,961,727
|
|
|
|
|
||||||||
Deposits:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Savings accounts
|
$
|
162,055
|
|
$
|
90
|
|
0.06
|
%
|
|
$
|
132,365
|
|
$
|
166
|
|
0.13
|
%
|
|
$
|
119,257
|
|
$
|
188
|
|
0.16
|
%
|
Government deposit accounts
|
151,877
|
|
937
|
|
0.62
|
%
|
|
147,688
|
|
1,528
|
|
1.04
|
%
|
|
145,876
|
|
2,455
|
|
1.68
|
%
|
||||||
Interest-bearing demand accounts
|
113,022
|
|
117
|
|
0.10
|
%
|
|
101,094
|
|
164
|
|
0.16
|
%
|
|
92,820
|
|
194
|
|
0.21
|
%
|
||||||
Money market accounts
|
255,345
|
|
423
|
|
0.17
|
%
|
|
262,374
|
|
760
|
|
0.29
|
%
|
|
288,483
|
|
2,141
|
|
0.74
|
%
|
||||||
Brokered deposits
|
56,451
|
|
1,996
|
|
3.54
|
%
|
|
70,417
|
|
2,308
|
|
3.28
|
%
|
|
102,153
|
|
2,994
|
|
2.93
|
%
|
||||||
Retail certificates of deposit
|
404,872
|
|
5,496
|
|
1.36
|
%
|
|
419,226
|
|
9,004
|
|
2.15
|
%
|
|
451,746
|
|
11,150
|
|
2.47
|
%
|
||||||
Total interest-bearing deposits
|
1,143,622
|
|
9,059
|
|
0.79
|
%
|
|
1,133,164
|
|
13,930
|
|
1.23
|
%
|
|
1,200,335
|
|
19,122
|
|
1.59
|
%
|
||||||
Borrowed Funds:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Short-term FHLB advances
|
13,240
|
|
17
|
|
0.12
|
%
|
|
5,525
|
|
5
|
|
0.08
|
%
|
|
8,712
|
|
10
|
|
0.11
|
%
|
||||||
Retail repurchase agreements
|
37,401
|
|
57
|
|
0.15
|
%
|
|
41,589
|
|
98
|
|
0.23
|
%
|
|
50,185
|
|
252
|
|
0.49
|
%
|
||||||
Total short-term borrowings
|
50,641
|
|
74
|
|
0.14
|
%
|
|
47,114
|
|
103
|
|
0.22
|
%
|
|
58,897
|
|
262
|
|
0.44
|
%
|
||||||
Long-term FHLB advances
|
68,041
|
|
2,305
|
|
3.39
|
%
|
|
84,193
|
|
2,895
|
|
3.44
|
%
|
|
102,685
|
|
3,624
|
|
3.53
|
%
|
||||||
Wholesale repurchase agreements
|
44,208
|
|
1,610
|
|
3.58
|
%
|
|
65,000
|
|
2,247
|
|
3.41
|
%
|
|
113,219
|
|
4,439
|
|
3.87
|
%
|
||||||
Other borrowings
|
22,729
|
|
1,947
|
|
8.62
|
%
|
|
22,583
|
|
1,979
|
|
8.64
|
%
|
|
22,548
|
|
1,986
|
|
8.69
|
%
|
||||||
Total long-term borrowings
|
134,978
|
|
5,862
|
|
4.27
|
%
|
|
171,776
|
|
7,121
|
|
4.11
|
%
|
|
238,452
|
|
10,049
|
|
4.18
|
%
|
||||||
Total borrowed funds
|
185,619
|
|
5,936
|
|
3.17
|
%
|
|
218,890
|
|
7,224
|
|
3.27
|
%
|
|
297,349
|
|
10,311
|
|
3.44
|
%
|
||||||
Total interest-bearing liabilities
|
1,329,241
|
|
14,995
|
|
1.13
|
%
|
|
1,352,054
|
|
21,154
|
|
1.56
|
%
|
|
1,497,684
|
|
29,433
|
|
1.96
|
%
|
||||||
Non-interest-bearing deposits
|
273,893
|
|
|
|
|
228,093
|
|
|
|
|
210,310
|
|
|
|
||||||||||||
Other liabilities
|
24,037
|
|
|
|
|
|
11,435
|
|
|
|
|
|
14,336
|
|
|
|
||||||||||
Total liabilities
|
1,627,171
|
|
|
|
|
1,591,582
|
|
|
|
|
1,722,330
|
|
|
|
||||||||||||
Preferred equity
|
—
|
|
|
|
|
19,492
|
|
|
|
|
38,594
|
|
|
|
||||||||||||
Common equity
|
214,118
|
|
|
|
|
|
200,005
|
|
|
|
|
|
200,803
|
|
|
|
||||||||||
Total stockholders’ equity
|
214,118
|
|
|
|
|
|
219,497
|
|
|
|
|
|
239,397
|
|
|
|
||||||||||
Total liabilities and stockholders’ equity
|
$
|
1,841,289
|
|
|
|
|
|
$
|
1,811,079
|
|
|
|
|
|
$
|
1,961,727
|
|
|
|
|||||||
Interest rate spread
|
|
$
|
55,562
|
|
3.17
|
%
|
|
|
$
|
55,112
|
|
3.19
|
%
|
|
|
$
|
61,444
|
|
3.23
|
%
|
||||||
Net interest margin
|
3.39
|
%
|
|
|
|
3.43
|
%
|
|
|
|
3.51
|
%
|
(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)
|
Average balances include nonaccrual and impaired loans. Interest income includes interest earned on nonaccrual loans prior to the loans being placed on nonaccrual status. 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 2011 to 2012
|
|
Changes from 2010 to 2011
|
||||||||||||||||
Increase (decrease) in:
|
Rate
|
Volume
|
Total
(1)
|
|
Rate
|
Volume
|
Total
(1)
|
||||||||||||
INTEREST INCOME:
|
|
|
|
|
|
|
|
||||||||||||
Short-term investments
|
$
|
—
|
|
$
|
(4
|
)
|
$
|
(4
|
)
|
|
$
|
(13
|
)
|
$
|
(54
|
)
|
$
|
(67
|
)
|
Investment Securities:
(2)
|
|
|
|
|
|
|
|
||||||||||||
Taxable
|
(4,905
|
)
|
534
|
|
(4,371
|
)
|
|
(4,270
|
)
|
(1,126
|
)
|
(5,396
|
)
|
||||||
Nontaxable
|
(271
|
)
|
92
|
|
(179
|
)
|
|
(57
|
)
|
(1,179
|
)
|
(1,236
|
)
|
||||||
Total investment income
|
(5,176
|
)
|
626
|
|
(4,550
|
)
|
|
(4,327
|
)
|
(2,305
|
)
|
(6,632
|
)
|
||||||
Loans
:
|
|
|
|
|
|
|
|
||||||||||||
Commercial
|
(795
|
)
|
92
|
|
(703
|
)
|
|
(2,472
|
)
|
(3,322
|
)
|
(5,794
|
)
|
||||||
Real estate
|
(431
|
)
|
302
|
|
(129
|
)
|
|
(766
|
)
|
(773
|
)
|
(1,539
|
)
|
||||||
Consumer
|
(883
|
)
|
560
|
|
(323
|
)
|
|
(648
|
)
|
69
|
|
(579
|
)
|
||||||
Total loan income
|
(2,109
|
)
|
954
|
|
(1,155
|
)
|
|
(3,886
|
)
|
(4,026
|
)
|
(7,912
|
)
|
||||||
Total interest income
|
(7,285
|
)
|
1,576
|
|
(5,709
|
)
|
|
(8,226
|
)
|
(6,385
|
)
|
(14,611
|
)
|
||||||
INTEREST EXPENSE:
|
|
|
|
|
|
|
|
||||||||||||
Deposits:
|
|
|
|
|
|
|
|
||||||||||||
Savings accounts
|
(107
|
)
|
31
|
|
(76
|
)
|
|
(40
|
)
|
18
|
|
(22
|
)
|
||||||
Government deposit accounts
|
(633
|
)
|
42
|
|
(591
|
)
|
|
(999
|
)
|
72
|
|
(927
|
)
|
||||||
Interest-bearing demand accounts
|
(65
|
)
|
18
|
|
(47
|
)
|
|
(47
|
)
|
17
|
|
(30
|
)
|
||||||
Money market accounts
|
(317
|
)
|
(20
|
)
|
(337
|
)
|
|
(1,202
|
)
|
(179
|
)
|
(1,381
|
)
|
||||||
Brokered certificates of deposit
|
172
|
|
(484
|
)
|
(312
|
)
|
|
325
|
|
(1,011
|
)
|
(686
|
)
|
||||||
Retail certificates of deposit
|
(3,209
|
)
|
(299
|
)
|
(3,508
|
)
|
|
(1,377
|
)
|
(769
|
)
|
(2,146
|
)
|
||||||
Total deposit cost
|
(4,159
|
)
|
(712
|
)
|
(4,871
|
)
|
|
(3,340
|
)
|
(1,852
|
)
|
(5,192
|
)
|
||||||
Borrowed funds:
|
|
|
|
|
|
|
|
||||||||||||
Short-term borrowings
|
(28
|
)
|
(1
|
)
|
(29
|
)
|
|
(118
|
)
|
(41
|
)
|
(159
|
)
|
||||||
Long-term borrowings
|
19
|
|
(1,278
|
)
|
(1,259
|
)
|
|
(578
|
)
|
(2,350
|
)
|
(2,928
|
)
|
||||||
Total borrowed funds cost
|
(9
|
)
|
(1,279
|
)
|
(1,288
|
)
|
|
(696
|
)
|
(2,391
|
)
|
(3,087
|
)
|
||||||
Total interest expense
|
(4,168
|
)
|
(1,991
|
)
|
(6,159
|
)
|
|
(4,036
|
)
|
(4,243
|
)
|
(8,279
|
)
|
||||||
Net interest income
|
$
|
(3,117
|
)
|
$
|
3,567
|
|
$
|
450
|
|
|
$
|
(4,190
|
)
|
$
|
(2,142
|
)
|
$
|
(6,332
|
)
|
(1)
|
The change in interest due to both rate and volume has been allocated to rate and volume changes in proportion to the
|
(2)
|
Presented on a fully tax-equivalent basis.
|
(Dollars in thousands)
|
2012
|
2011
|
2010
|
||||||
Net interest income, as reported
|
$
|
54,475
|
|
$
|
53,979
|
|
$
|
59,902
|
|
Taxable equivalent adjustments
|
1,087
|
|
1,133
|
|
1,542
|
|
|||
Fully tax-equivalent net interest income
|
$
|
55,562
|
|
$
|
55,112
|
|
$
|
61,444
|
|
(Dollars in thousands)
|
2012
|
2011
|
2010
|
||||||
Provision for checking account overdrafts
|
$
|
294
|
|
$
|
418
|
|
$
|
551
|
|
(Recovery of) provision for other loan losses
|
(5,010
|
)
|
7,580
|
|
26,365
|
|
|||
Net (recovery of) provision for loan losses
|
$
|
(4,716
|
)
|
$
|
7,998
|
|
$
|
26,916
|
|
As a percentage of average gross loans (a)
|
(0.49
|
)%
|
0.84
|
%
|
2.61
|
%
|
|||
(a) Presented on an annualized basis
|
|
|
|
(Dollars in thousands)
|
2012
|
2011
|
2010
|
||||||
Net loss on OREO
|
$
|
—
|
|
$
|
(1,395
|
)
|
$
|
(1,854
|
)
|
Gain (loss) on loans held-for-sale
|
66
|
|
469
|
|
(1,319
|
)
|
|||
Loss on debt extinguishment
|
(4,144
|
)
|
—
|
|
(3,630
|
)
|
|||
Net (loss) gain on bank premises and equipment
|
(261
|
)
|
10
|
|
(88
|
)
|
|||
Bargain purchase gains
|
13
|
|
—
|
|
—
|
|
|||
Net other (losses) gains
|
$
|
(4,326
|
)
|
$
|
(916
|
)
|
$
|
(6,891
|
)
|
(Dollars in thousands)
|
2012
|
2011
|
2010
|
||||||
Property and casualty insurance commissions
|
$
|
7,974
|
|
$
|
7,419
|
|
$
|
7,385
|
|
Performance-based commissions
|
1,026
|
|
944
|
|
585
|
|
|||
Life and health insurance commissions
|
526
|
|
624
|
|
580
|
|
|||
Credit life and A&H insurance commissions
|
122
|
|
158
|
|
123
|
|
|||
Other fees and charges
|
196
|
|
120
|
|
173
|
|
|||
Total insurance income
|
$
|
9,844
|
|
$
|
9,265
|
|
$
|
8,846
|
|
(Dollars in thousands)
|
2012
|
2011
|
2010
|
||||||
Overdraft and non-sufficient funds fees
|
$
|
7,481
|
|
$
|
8,153
|
|
$
|
8,357
|
|
Account maintenance fees
|
1,246
|
|
1,315
|
|
866
|
|
|||
Other fees and charges
|
238
|
|
297
|
|
358
|
|
|||
Total deposit account service charges
|
$
|
8,965
|
|
$
|
9,765
|
|
$
|
9,581
|
|
(Dollars in thousands)
|
2012
|
2011
|
2010
|
||||||
Fiduciary
|
$
|
4,557
|
|
$
|
4,293
|
|
$
|
4,396
|
|
Brokerage
|
1,572
|
|
1,255
|
|
952
|
|
|||
Total trust and investment income
|
$
|
6,129
|
|
$
|
5,548
|
|
$
|
5,348
|
|
(Dollars in thousands)
|
2012
|
2011
|
2010
|
||||||
Trust assets under management
|
$
|
888,134
|
|
$
|
821,659
|
|
$
|
836,587
|
|
Brokerage assets under management
|
404,320
|
|
262,196
|
|
256,579
|
|
|||
Total managed assets
|
$
|
1,292,454
|
|
$
|
1,083,855
|
|
$
|
1,093,166
|
|
Quarterly average
|
$
|
1,277,452
|
|
$
|
1,092,781
|
|
$
|
977,577
|
|
(Dollars in thousands)
|
2012
|
2011
|
2010
|
||||||
Base salaries and wages
|
$
|
21,076
|
|
$
|
21,320
|
|
$
|
20,269
|
|
Sales-based and incentive compensation
|
6,484
|
|
4,646
|
|
3,365
|
|
|||
Employee benefits
|
4,277
|
|
5,927
|
|
4,802
|
|
|||
Stock-based compensation
|
942
|
|
310
|
|
92
|
|
|||
Deferred personnel costs
|
(1,884
|
)
|
(1,370
|
)
|
(1,260
|
)
|
|||
Payroll taxes and other employment costs
|
2,531
|
|
2,793
|
|
1,954
|
|
|||
Total salaries and employee benefit costs
|
$
|
33,426
|
|
$
|
33,626
|
|
$
|
29,222
|
|
Full-time equivalent employees:
|
|
|
|
||||||
Actual at end of period
|
494
|
|
513
|
|
534
|
|
|||
Average during the period
|
499
|
|
535
|
|
531
|
|
(Dollars in thousands)
|
2012
|
2011
|
2010
|
||||||
Depreciation
|
$
|
2,212
|
|
$
|
1,967
|
|
$
|
1,943
|
|
Repairs and maintenance costs
|
1,467
|
|
1,614
|
|
1,596
|
|
|||
Net rent expense
|
866
|
|
891
|
|
894
|
|
|||
Property taxes, utilities and other costs
|
1,549
|
|
1,413
|
|
1,348
|
|
|||
Total net occupancy and equipment expense
|
$
|
6,094
|
|
$
|
5,885
|
|
$
|
5,781
|
|
(Dollars in thousands)
|
2012
|
2011
|
2010
|
||||||
|
|
|
|
||||||
Pre-Provision Net Revenue:
|
|
|
|
||||||
Income before income taxes
|
$
|
29,910
|
|
$
|
17,151
|
|
$
|
5,753
|
|
Add: provision for loan losses
|
—
|
|
7,998
|
|
26,916
|
|
|||
Add: loss on debt extinguishment
|
4,144
|
|
—
|
|
3,630
|
|
|||
Add: loss on loans held-for-sale and OREO
|
—
|
|
1,395
|
|
3,173
|
|
|||
Add: loss on other assets
|
261
|
|
31
|
|
88
|
|
|||
Less: recovery of loan losses
|
4,716
|
|
—
|
|
—
|
|
|||
Less: gain on loans held-for-sale and OREO
|
66
|
|
469
|
|
—
|
|
|||
Less: net gain on securities transactions
|
3,548
|
|
473
|
|
5,066
|
|
|||
Less: gain on other assets
|
13
|
|
41
|
|
—
|
|
|||
Pre-provision net revenue
|
$
|
25,972
|
|
$
|
25,592
|
|
$
|
34,494
|
|
|
|
|
|
||||||
Pre-provision net revenue
|
$
|
25,972
|
|
$
|
25,592
|
|
$
|
34,494
|
|
Total average assets
|
1,841,289
|
|
1,811,079
|
|
1,961,727
|
|
|||
|
|
|
|
||||||
Pre-provision net revenue to total average assets (a)
|
1.41
|
%
|
1.41
|
%
|
1.76
|
%
|
|||
(a) Presented on an annualized basis
|
|
|
|
(Dollars in thousands)
|
2012
|
2011
|
2010
|
2009
|
2008
|
||||||||||
Residential
|
$
|
37,267
|
|
$
|
58,660
|
|
$
|
113,559
|
|
$
|
153,621
|
|
$
|
192,133
|
|
Commercial
|
—
|
|
1,288
|
|
26,090
|
|
24,188
|
|
25,951
|
|
|||||
Total fair value
|
$
|
37,267
|
|
$
|
59,948
|
|
$
|
139,649
|
|
$
|
177,809
|
|
$
|
218,084
|
|
Total amortized cost
|
$
|
36,395
|
|
$
|
59,148
|
|
$
|
136,997
|
|
$
|
177,370
|
|
$
|
231,153
|
|
Net unrealized gain
|
$
|
872
|
|
$
|
800
|
|
$
|
2,652
|
|
$
|
439
|
|
$
|
(13,069
|
)
|
(Dollars in thousands)
|
2012
|
2011
|
2010
|
2009
|
2008
|
||||||||||
Gross portfolio loans:
|
|
|
|
|
|
||||||||||
Commercial real estate, construction
|
$
|
34,265
|
|
$
|
30,577
|
|
$
|
27,595
|
|
$
|
41,906
|
|
$
|
92,032
|
|
Commercial real estate, other
|
378,073
|
|
410,352
|
|
425,528
|
|
466,148
|
|
438,163
|
|
|||||
Commercial real estate
|
412,338
|
|
440,929
|
|
453,123
|
|
508,054
|
|
530,195
|
|
|||||
Commercial and industrial
|
180,131
|
|
140,857
|
|
153,713
|
|
160,678
|
|
176,187
|
|
|||||
Residential real estate
|
233,841
|
|
219,619
|
|
219,833
|
|
240,949
|
|
259,196
|
|
|||||
Home equity lines of credit
|
51,053
|
|
47,790
|
|
48,525
|
|
49,593
|
|
48,057
|
|
|||||
Consumer
|
101,246
|
|
87,531
|
|
83,323
|
|
91,164
|
|
88,729
|
|
|||||
Deposit account overdrafts
|
6,563
|
|
1,780
|
|
2,201
|
|
1,620
|
|
1,668
|
|
|||||
Total portfolio loans
|
$
|
985,172
|
|
$
|
938,506
|
|
$
|
960,718
|
|
$
|
1,052,058
|
|
$
|
1,104,032
|
|
Average total loans
|
967,166
|
|
950,951
|
|
1,029,903
|
|
1,093,057
|
|
1,113,247
|
|
|||||
Average allowance for loan losses
|
(21,473
|
)
|
(27,259
|
)
|
(29,597
|
)
|
(25,081
|
)
|
(17,428
|
)
|
|||||
Average loans, net of average allowance
|
$
|
945,693
|
|
$
|
923,692
|
|
$
|
1,000,306
|
|
$
|
1,067,976
|
|
$
|
1,095,819
|
|
Percent of loans to total loans:
|
|
|
|
|
|
||||||||||
Commercial real estate, construction
|
3.5
|
%
|
3.3
|
%
|
2.9
|
%
|
4.0
|
%
|
8.3
|
%
|
|||||
Commercial real estate, other
|
38.4
|
%
|
43.7
|
%
|
44.2
|
%
|
44.2
|
%
|
39.6
|
%
|
|||||
Commercial real estate
|
41.9
|
%
|
47.0
|
%
|
47.1
|
%
|
48.2
|
%
|
47.9
|
%
|
|||||
Commercial and industrial
|
18.3
|
%
|
15.0
|
%
|
16.0
|
%
|
15.3
|
%
|
16.0
|
%
|
|||||
Residential real estate
|
23.7
|
%
|
23.4
|
%
|
22.9
|
%
|
22.9
|
%
|
23.5
|
%
|
|||||
Home equity lines of credit
|
5.2
|
%
|
5.1
|
%
|
5.1
|
%
|
4.7
|
%
|
4.4
|
%
|
|||||
Consumer
|
10.3
|
%
|
9.3
|
%
|
8.7
|
%
|
8.7
|
%
|
8.0
|
%
|
|||||
Deposit account overdrafts
|
0.6
|
%
|
0.2
|
%
|
0.2
|
%
|
0.2
|
%
|
0.2
|
%
|
|||||
Total percentage
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
|||||
|
|
|
|
|
|
||||||||||
Residential real estate loans being serviced for others
|
$
|
330,721
|
|
$
|
275,715
|
|
$
|
250,691
|
|
$
|
227,855
|
|
$
|
181,506
|
|
(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, construction:
|
|
|
|
|
||||||||
Fixed
|
$
|
—
|
|
$
|
—
|
|
$
|
2,604
|
|
$
|
2,604
|
|
Variable
|
29,886
|
|
1,775
|
|
—
|
|
31,661
|
|
||||
Total
|
$
|
29,886
|
|
$
|
1,775
|
|
$
|
2,604
|
|
$
|
34,265
|
|
Commercial real estate, other:
|
|
|
|
|
||||||||
Fixed
|
$
|
23,752
|
|
$
|
42,476
|
|
$
|
23,162
|
|
$
|
89,390
|
|
Variable
|
213,930
|
|
67,742
|
|
7,011
|
|
288,683
|
|
||||
Total
|
$
|
237,682
|
|
$
|
110,218
|
|
$
|
30,173
|
|
$
|
378,073
|
|
Commercial and industrial:
|
|
|
|
|
||||||||
Fixed
|
$
|
5,030
|
|
$
|
41,091
|
|
$
|
14,995
|
|
$
|
61,116
|
|
Variable
|
118,275
|
|
740
|
|
—
|
|
119,015
|
|
||||
Total
|
$
|
123,305
|
|
$
|
41,831
|
|
$
|
14,995
|
|
$
|
180,131
|
|
(Dollars in thousands)
|
Outstanding Balance
|
Loan Commitments
|
Total Exposure
|
% of Total
|
|||||||
Commercial real estate, construction:
|
|
|
|
|
|||||||
Assisted living facilities and nursing homes
|
$
|
2,961
|
|
$
|
3,026
|
|
$
|
5,987
|
|
13.5
|
%
|
Health care facilities
|
11,966
|
|
577
|
|
12,543
|
|
28.3
|
%
|
|||
Apartment complexes
|
6,557
|
|
4,698
|
|
11,255
|
|
25.4
|
%
|
|||
Restaurant facilities
|
3,928
|
|
—
|
|
3,928
|
|
8.9
|
%
|
|||
Mixed commercial use facilities - non-owner occupied
|
2,953
|
|
27
|
|
2,980
|
|
6.7
|
%
|
|||
Other
|
5,900
|
|
1,768
|
|
7,668
|
|
17.2
|
%
|
|||
Total commercial real estate, construction
|
$
|
34,265
|
|
$
|
10,096
|
|
$
|
44,361
|
|
100.0
|
%
|
(Dollars in thousands)
|
Outstanding Balance
|
Loan Commitments
|
Total Exposure
|
% of Total
|
|||||||
Commercial real estate, other:
|
|
|
|
|
|||||||
Lodging and lodging related
|
$
|
62,512
|
|
$
|
25
|
|
$
|
62,537
|
|
16.1
|
%
|
Apartment complexes
|
49,271
|
|
3,079
|
|
52,350
|
|
13.4
|
%
|
|||
Office buildings and complexes:
|
|
|
|
|
|||||||
Owner occupied
|
6,612
|
|
131
|
|
6,743
|
|
1.7
|
%
|
|||
Non-owner occupied
|
25,311
|
|
264
|
|
25,575
|
|
6.6
|
%
|
|||
Total office buildings and complexes
|
31,923
|
|
395
|
|
32,318
|
|
8.3
|
%
|
|||
Light industrial facilities:
|
|
|
|
|
|||||||
Owner occupied
|
26,224
|
|
1,303
|
|
27,527
|
|
7.0
|
%
|
|||
Non-owner occupied
|
9,195
|
|
—
|
|
9,195
|
|
2.4
|
%
|
|||
Total light industrial facilities
|
35,419
|
|
1,303
|
|
36,722
|
|
9.4
|
%
|
|||
Retail facilities:
|
|
|
|
|
|||||||
Owner occupied
|
11,213
|
|
240
|
|
11,453
|
|
3.0
|
%
|
|||
Non-owner occupied
|
19,636
|
|
332
|
|
19,968
|
|
5.1
|
%
|
|||
Total retail facilities
|
30,849
|
|
572
|
|
31,421
|
|
8.1
|
%
|
|||
Assisted living facilities and nursing homes
|
23,716
|
|
425
|
|
24,141
|
|
6.2
|
%
|
|||
Mixed commercial use facilities:
|
|
|
|
|
|||||||
Owner occupied
|
8,961
|
|
228
|
|
9,189
|
|
2.4
|
%
|
|||
Non-owner occupied
|
18,687
|
|
19
|
|
18,706
|
|
4.8
|
%
|
|||
Total mixed commercial use facilities
|
27,648
|
|
247
|
|
27,895
|
|
7.2
|
%
|
|||
Day care facilities:
|
|
|
|
|
|||||||
Owner occupied
|
7,987
|
|
—
|
|
7,987
|
|
2.1
|
%
|
|||
Non-owner occupied
|
8,749
|
|
—
|
|
8,749
|
|
2.2
|
%
|
|||
Total day care facilities
|
16,736
|
|
—
|
|
16,736
|
|
4.3
|
%
|
|||
Health care facilities:
|
|
|
|
|
|||||||
Owner occupied
|
7,505
|
|
11
|
|
7,516
|
|
1.9
|
%
|
|||
Non-owner occupied
|
4,748
|
|
—
|
|
4,748
|
|
1.2
|
%
|
|||
Total health care facilities
|
12,253
|
|
11
|
|
12,264
|
|
3.1
|
%
|
|||
Restaurant facilities:
|
|
|
|
|
|||||||
Owner occupied
|
9,962
|
|
41
|
|
10,003
|
|
2.6
|
%
|
|||
Non-owner occupied
|
1,669
|
|
—
|
|
1,669
|
|
0.4
|
%
|
|||
Total restaurant facilities
|
11,631
|
|
41
|
|
11,672
|
|
3.0
|
%
|
|||
Other
|
76,115
|
|
5,232
|
|
81,347
|
|
20.9
|
%
|
|||
Total commercial real estate, other
|
$
|
378,073
|
|
$
|
11,330
|
|
$
|
389,403
|
|
100.0
|
%
|
(Dollars in thousands)
|
2012
|
2011
|
2010
|
2009
|
2008
|
||||||||||
Commercial real estate
|
$
|
14,215
|
|
$
|
18,947
|
|
$
|
21,806
|
|
$
|
22,125
|
|
|
||
Commercial and industrial
|
1,733
|
|
2,434
|
|
2,160
|
|
1,586
|
|
|
||||||
Total commercial
|
15,948
|
|
21,381
|
|
23,966
|
|
23,711
|
|
19,757
|
|
|||||
Residential real estate
|
801
|
|
1,119
|
|
1,400
|
|
1,619
|
|
1,414
|
|
|||||
Home equity lines of credit
|
479
|
|
541
|
|
431
|
|
528
|
|
526
|
|
|||||
Consumer
|
438
|
|
449
|
|
721
|
|
1,074
|
|
789
|
|
|||||
Deposit account overdrafts
|
145
|
|
227
|
|
248
|
|
325
|
|
445
|
|
|||||
Total allowance for loan losses
|
$
|
17,811
|
|
$
|
23,717
|
|
$
|
26,766
|
|
$
|
27,257
|
|
$
|
22,931
|
|
As a percentage of total loans
|
1.81
|
%
|
2.53
|
%
|
2.79
|
%
|
2.59
|
%
|
2.08
|
%
|
(Dollars in thousands)
|
2012
|
2011
|
2010
|
2009
|
2008
|
||||||||||
Allowance for loan losses, January 1
|
$
|
23,717
|
|
$
|
26,766
|
|
$
|
27,257
|
|
$
|
22,931
|
|
$
|
15,718
|
|
Gross charge-offs:
|
|
|
|
|
|
||||||||||
Commercial real estate, construction
|
—
|
|
—
|
|
68
|
|
—
|
|
—
|
|
|||||
Commercial real estate, other
|
5,146
|
|
11,249
|
|
25,568
|
|
18,802
|
|
16,138
|
|
|||||
Commercial real estate
|
5,146
|
|
11,249
|
|
25,636
|
|
18,802
|
|
16,138
|
|
|||||
Commercial and industrial
|
34
|
|
1,033
|
|
1,281
|
|
817
|
|
1,923
|
|
|||||
Residential real estate
|
1,091
|
|
1,593
|
|
1,129
|
|
1,544
|
|
1,524
|
|
|||||
Home equity lines of credit
|
94
|
|
366
|
|
131
|
|
82
|
|
145
|
|
|||||
Consumer
|
572
|
|
939
|
|
1,074
|
|
1,381
|
|
941
|
|
|||||
Deposit account overdrafts
|
574
|
|
664
|
|
929
|
|
1,294
|
|
1,298
|
|
|||||
Total gross charge-offs
|
7,511
|
|
15,844
|
|
30,180
|
|
23,920
|
|
21,969
|
|
|||||
Recoveries:
|
|
|
|
|
|
||||||||||
Commercial real estate, construction
|
—
|
|
—
|
|
—
|
|
—
|
|
156
|
|
|||||
Commercial real estate, other
|
4,399
|
|
2,469
|
|
1,322
|
|
1,162
|
|
278
|
|
|||||
Commercial real estate
|
4,399
|
|
2,469
|
|
1,322
|
|
1,162
|
|
434
|
|
|||||
Commercial and industrial
|
358
|
|
729
|
|
220
|
|
91
|
|
239
|
|
|||||
Residential real estate
|
773
|
|
636
|
|
225
|
|
257
|
|
121
|
|
|||||
Home equity lines of credit
|
32
|
|
51
|
|
34
|
|
55
|
|
27
|
|
|||||
Consumer
|
561
|
|
687
|
|
671
|
|
584
|
|
388
|
|
|||||
Deposit account overdrafts
|
198
|
|
225
|
|
301
|
|
376
|
|
333
|
|
|||||
Total recoveries
|
6,321
|
|
4,797
|
|
2,773
|
|
2,525
|
|
1,542
|
|
|||||
Net charge-offs (recoveries):
|
|
|
|
|
|
||||||||||
Commercial real estate, construction
|
—
|
|
—
|
|
68
|
|
—
|
|
(156
|
)
|
|||||
Commercial real estate, other
|
747
|
|
8,780
|
|
24,246
|
|
17,640
|
|
15,860
|
|
|||||
Commercial real estate
|
747
|
|
8,780
|
|
24,314
|
|
17,640
|
|
15,704
|
|
|||||
Commercial and industrial
|
(324
|
)
|
304
|
|
1,061
|
|
726
|
|
1,684
|
|
|||||
Residential real estate
|
318
|
|
957
|
|
904
|
|
1,287
|
|
1,403
|
|
|||||
Home equity lines of credit
|
62
|
|
315
|
|
97
|
|
27
|
|
118
|
|
|||||
Consumer
|
11
|
|
252
|
|
403
|
|
797
|
|
553
|
|
|||||
Deposit account overdrafts
|
376
|
|
439
|
|
628
|
|
918
|
|
965
|
|
|||||
Total net charge-offs
|
$
|
1,190
|
|
$
|
11,047
|
|
$
|
27,407
|
|
$
|
21,395
|
|
$
|
20,427
|
|
(Recoveries of) provision for loan losses,
December 31
|
(4,716
|
)
|
7,998
|
|
26,916
|
|
25,721
|
|
27,640
|
|
|||||
Allowance for loan losses, December 31
|
$
|
17,811
|
|
$
|
23,717
|
|
$
|
26,766
|
|
$
|
27,257
|
|
$
|
22,931
|
|
Ratio of net charge-offs to average loans (annualized):
|
|
|
|
||||||||||||
Commercial real estate, construction
|
—
|
%
|
—
|
%
|
0.01
|
%
|
—
|
%
|
(0.01
|
)%
|
|||||
Commercial real estate, other
|
0.08
|
%
|
0.92
|
%
|
2.35
|
%
|
1.61
|
%
|
1.42
|
%
|
|||||
Commercial real estate
|
0.08
|
%
|
0.92
|
%
|
2.36
|
%
|
1.61
|
%
|
1.41
|
%
|
|||||
Commercial and industrial
|
(0.03
|
)%
|
0.03
|
%
|
0.10
|
%
|
0.07
|
%
|
0.15
|
%
|
|||||
Residential real estate
|
0.03
|
%
|
0.10
|
%
|
0.09
|
%
|
0.12
|
%
|
0.13
|
%
|
|||||
Home equity lines of credit
|
—
|
%
|
0.03
|
%
|
0.01
|
%
|
—
|
%
|
0.01
|
%
|
|||||
Consumer
|
—
|
%
|
0.03
|
%
|
0.04
|
%
|
0.07
|
%
|
0.04
|
%
|
|||||
Deposit account overdrafts
|
0.04
|
%
|
0.05
|
%
|
0.06
|
%
|
0.09
|
%
|
0.09
|
%
|
|||||
Total
|
0.12
|
%
|
1.16
|
%
|
2.66
|
%
|
1.96
|
%
|
1.83
|
%
|
(Dollars in thousands)
|
2012
|
2011
|
2010
|
2009
|
2008
|
||||||||||
Loans 90+ days past due and accruing:
|
|
|
|
|
|
||||||||||
Commercial real estate
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
164
|
|
$
|
—
|
|
Commercial and industrial
|
181
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Residential real estate
|
—
|
|
—
|
|
27
|
|
238
|
|
—
|
|
|||||
Consumer
|
4
|
|
—
|
|
—
|
|
9
|
|
—
|
|
|||||
Total
|
185
|
|
—
|
|
27
|
|
411
|
|
—
|
|
|||||
Nonaccrual loans:
|
|
|
|
|
|
||||||||||
Commercial real estate
|
7,259
|
|
20,587
|
|
34,392
|
|
25,852
|
|
36,768
|
|
|||||
Commercial and industrial
|
627
|
|
2,262
|
|
1,714
|
|
2,884
|
|
1,734
|
|
|||||
Residential real estate
|
2,786
|
|
3,440
|
|
3,197
|
|
4,687
|
|
2,271
|
|
|||||
Home equity
|
24
|
|
349
|
|
554
|
|
546
|
|
543
|
|
|||||
Consumer
|
20
|
|
—
|
|
—
|
|
3
|
|
4
|
|
|||||
Total
|
10,716
|
|
26,638
|
|
39,857
|
|
33,972
|
|
41,320
|
|
|||||
Troubled debt restructurings:
|
|
|
|
|
|
||||||||||
Commercial real estate
|
2,572
|
|
2,959
|
|
—
|
|
—
|
|
—
|
|
|||||
Residential real estate
|
350
|
|
425
|
|
593
|
|
—
|
|
—
|
|
|||||
Total
|
2,922
|
|
3,384
|
|
593
|
|
—
|
|
—
|
|
|||||
Total nonperforming loans (NPLs)
|
13,823
|
|
30,022
|
|
40,477
|
|
34,383
|
|
41,320
|
|
|||||
Other real estate owned (OREO)
|
|
|
|
|
|
||||||||||
Commercial
|
815
|
|
2,194
|
|
4,280
|
|
6,087
|
|
378
|
|
|||||
Residential
|
21
|
|
—
|
|
215
|
|
226
|
|
147
|
|
|||||
Total
|
836
|
|
2,194
|
|
4,495
|
|
6,313
|
|
525
|
|
|||||
Total nonperforming assets (NPAs)
|
$
|
14,659
|
|
$
|
32,216
|
|
$
|
44,972
|
|
$
|
40,696
|
|
$
|
41,845
|
|
NPLs as a percent of total loans
|
1.39
|
%
|
3.19
|
%
|
4.19
|
%
|
3.27
|
%
|
3.74
|
%
|
|||||
NPAs as a percent of total assets
|
0.76
|
%
|
1.80
|
%
|
2.45
|
%
|
2.03
|
%
|
2.09
|
%
|
|||||
NPAs as a percent of gross loans and OREO
|
1.48
|
%
|
3.41
|
%
|
4.64
|
%
|
3.85
|
%
|
3.79
|
%
|
|||||
Allowance for loan losses as a percent of NPLs
|
128.86
|
%
|
79.00
|
%
|
66.10
|
%
|
79.30
|
%
|
55.50
|
%
|
(Dollars in thousands)
|
2012
|
2011
|
2010
|
2009
|
2008
|
||||||||||
Interest-bearing deposits:
|
|
|
|
|
|
||||||||||
Retail certificates of deposit
|
$
|
392,313
|
|
$
|
411,247
|
|
$
|
430,886
|
|
$
|
480,512
|
|
$
|
518,401
|
|
Money market deposit accounts
|
288,404
|
|
264,873
|
|
284,382
|
|
260,842
|
|
211,425
|
|
|||||
Governmental deposit accounts
|
130,630
|
|
126,453
|
|
127,719
|
|
114,489
|
|
107,787
|
|
|||||
Savings accounts
|
183,499
|
|
138,383
|
|
119,572
|
|
147,745
|
|
105,932
|
|
|||||
Interest-bearing demand accounts
|
124,787
|
|
106,233
|
|
96,507
|
|
91,878
|
|
90,873
|
|
|||||
Total retail interest-bearing deposits
|
1,119,633
|
|
1,047,189
|
|
1,059,066
|
|
1,095,466
|
|
1,034,418
|
|
|||||
Brokered certificates of deposits
|
55,599
|
|
64,054
|
|
87,465
|
|
102,420
|
|
151,910
|
|
|||||
Total interest-bearing deposits
|
1,175,232
|
|
1,111,243
|
|
1,146,531
|
|
1,197,886
|
|
1,186,328
|
|
|||||
Non-interest-bearing deposits
|
317,071
|
|
239,837
|
|
215,069
|
|
198,000
|
|
180,040
|
|
|||||
Total deposits
|
$
|
1,492,303
|
|
$
|
1,351,080
|
|
$
|
1,361,600
|
|
$
|
1,395,886
|
|
$
|
1,366,368
|
|
(Dollars in thousands)
|
2012
|
2011
|
2010
|
2009
|
2008
|
||||||||||
3 months or less
|
$
|
55,579
|
|
$
|
71,193
|
|
$
|
36,719
|
|
$
|
60,882
|
|
$
|
66,757
|
|
Over 3 to 6 months
|
18,592
|
|
9,554
|
|
18,767
|
|
25,637
|
|
50,545
|
|
|||||
Over 6 to 12 months
|
26,749
|
|
16,362
|
|
54,833
|
|
35,412
|
|
54,610
|
|
|||||
Over 12 months
|
83,638
|
|
97,600
|
|
91,682
|
|
93,002
|
|
63,345
|
|
|||||
Total
|
$
|
184,558
|
|
$
|
194,709
|
|
$
|
202,001
|
|
$
|
214,933
|
|
$
|
235,257
|
|
(Dollars in thousands)
|
2012
|
2011
|
2010
|
2009
|
2008
|
||||||||||
Short-term borrowings:
|
|
|
|
|
|
||||||||||
FHLB advances
|
$
|
15,000
|
|
$
|
8,500
|
|
$
|
—
|
|
$
|
25,000
|
|
$
|
30,000
|
|
Retail repurchase agreements
|
32,769
|
|
43,143
|
|
51,509
|
|
51,921
|
|
54,452
|
|
|||||
Other short-term borrowings
|
—
|
|
—
|
|
—
|
|
—
|
|
14,400
|
|
|||||
Total short-term borrowings
|
47,769
|
|
51,643
|
|
51,509
|
|
76,921
|
|
98,852
|
|
|||||
Long-term borrowings:
|
|
|
|
|
|
||||||||||
FHLB advances
|
64,904
|
|
77,312
|
|
92,703
|
|
101,113
|
|
148,297
|
|
|||||
National market repurchase agreements
|
40,000
|
|
65,000
|
|
65,000
|
|
145,000
|
|
160,000
|
|
|||||
Other long-term borrowings
|
23,919
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Total long-term borrowings
|
128,823
|
|
142,312
|
|
157,703
|
|
246,113
|
|
308,297
|
|
|||||
Subordinated debentures held by subsidiary trust
|
—
|
|
22,600
|
|
22,565
|
|
22,530
|
|
22,495
|
|
|||||
Total borrowed funds
|
$
|
176,592
|
|
$
|
216,555
|
|
$
|
231,777
|
|
$
|
345,564
|
|
$
|
429,644
|
|
(Dollars in thousands)
|
2012
|
2011
|
2010
|
2009
|
2008
|
||||||||||
Capital Amounts:
|
|
|
|
|
|
||||||||||
Tier 1 common
|
$
|
160,604
|
|
$
|
142,521
|
|
$
|
133,197
|
|
$
|
131,747
|
|
$
|
133,760
|
|
Tier 1
|
160,604
|
|
165,121
|
|
194,407
|
|
192,822
|
|
156,254
|
|
|||||
Total (Tier 1 and Tier 2)
|
176,224
|
|
180,053
|
|
209,738
|
|
209,144
|
|
173,470
|
|
|||||
Net risk-weighted assets
|
$
|
1,141,938
|
|
$
|
1,111,443
|
|
$
|
1,149,587
|
|
$
|
1,244,707
|
|
$
|
1,315,657
|
|
Capital Ratios:
|
|
|
|
|
|
||||||||||
Tier 1 common
|
14.06
|
%
|
12.82
|
%
|
11.59
|
%
|
10.58
|
%
|
10.17
|
%
|
|||||
Tier 1
|
14.06
|
%
|
14.86
|
%
|
16.91
|
%
|
15.49
|
%
|
11.88
|
%
|
|||||
Total (Tier 1 and Tier 2)
|
15.43
|
%
|
16.20
|
%
|
18.24
|
%
|
16.80
|
%
|
13.19
|
%
|
|||||
Leverage ratio
|
8.83
|
%
|
9.45
|
%
|
10.63
|
%
|
10.06
|
%
|
8.18
|
%
|
(Dollars in thousands)
|
2012
|
2011
|
2010
|
2009
|
2008
|
||||||||||
Tangible Equity:
|
|
|
|
|
|
||||||||||
Total stockholders' equity, as reported
|
$
|
221,728
|
|
$
|
206,657
|
|
$
|
230,681
|
|
$
|
243,968
|
|
$
|
186,626
|
|
Less: goodwill and other intangible assets
|
68,525
|
|
64,475
|
|
64,870
|
|
65,599
|
|
66,406
|
|
|||||
Tangible equity
|
$
|
153,203
|
|
$
|
142,182
|
|
$
|
165,811
|
|
$
|
178,369
|
|
$
|
120,220
|
|
|
|
|
|
|
|
||||||||||
Tangible Common Equity:
|
|
|
|
|
|
||||||||||
Tangible equity
|
$
|
153,203
|
|
$
|
142,182
|
|
$
|
165,811
|
|
$
|
178,369
|
|
$
|
120,220
|
|
Less: preferred stockholders' equity
|
—
|
|
—
|
|
38,645
|
|
38,543
|
|
—
|
|
|||||
Tangible common equity
|
$
|
153,203
|
|
$
|
142,182
|
|
$
|
127,166
|
|
$
|
139,826
|
|
$
|
120,220
|
|
|
|
|
|
|
|
||||||||||
Tangible Assets:
|
|
|
|
|
|
||||||||||
Total assets, as reported
|
$
|
1,918,050
|
|
$
|
1,794,161
|
|
$
|
1,837,985
|
|
$
|
2,001,827
|
|
$
|
2,002,338
|
|
Less: goodwill and other intangible assets
|
68,525
|
|
64,475
|
|
64,870
|
|
65,599
|
|
66,406
|
|
|||||
Tangible assets
|
$
|
1,849,525
|
|
$
|
1,729,686
|
|
$
|
1,773,115
|
|
$
|
1,936,228
|
|
$
|
1,935,932
|
|
|
|
|
|
|
|
||||||||||
Tangible Book Value per Share:
|
|
|
|
|
|
||||||||||
Tangible common equity
|
$
|
153,203
|
|
$
|
142,182
|
|
$
|
127,166
|
|
$
|
139,826
|
|
$
|
120,220
|
|
Common shares outstanding
|
10,547,960
|
|
10,507,124
|
|
10,457,327
|
|
10,374,637
|
|
10,333,884
|
|
|||||
|
|
|
|
|
|
||||||||||
Tangible book value per share
|
$
|
14.52
|
|
$
|
13.53
|
|
$
|
12.16
|
|
$
|
13.48
|
|
$
|
11.63
|
|
|
|
|
|
|
|
||||||||||
Tangible Equity to Tangible Assets Ratio:
|
|
|
|
|
|||||||||||
Tangible equity
|
$
|
153,203
|
|
$
|
142,182
|
|
$
|
165,811
|
|
$
|
178,369
|
|
$
|
120,220
|
|
Tangible assets
|
$
|
1,849,525
|
|
$
|
1,729,686
|
|
$
|
1,773,115
|
|
$
|
1,936,228
|
|
$
|
1,935,932
|
|
|
|
|
|
|
|
||||||||||
Tangible equity to tangible assets
|
8.28
|
%
|
8.22
|
%
|
9.35
|
%
|
9.21
|
%
|
6.21
|
%
|
|||||
|
|
|
|
|
|
||||||||||
Tangible Common Equity to Tangible Assets Ratio:
|
|
|
|
|
|||||||||||
Tangible common equity
|
$
|
153,203
|
|
$
|
142,182
|
|
$
|
127,166
|
|
$
|
139,826
|
|
$
|
120,220
|
|
Tangible assets
|
$
|
1,849,525
|
|
$
|
1,729,686
|
|
$
|
1,773,115
|
|
$
|
1,936,228
|
|
$
|
1,935,932
|
|
|
|
|
|
|
|
||||||||||
Tangible common equity to tangible assets
|
8.28
|
%
|
8.22
|
%
|
7.17
|
%
|
7.22
|
%
|
6.21
|
%
|
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, 2012
|
|
December 31, 2011
|
|
December 31, 2012
|
|
December 31, 2011
|
||||||||||||||||||
300
|
$
|
9,688
|
|
|
19.6
|
%
|
|
$
|
7,061
|
|
13.9
|
%
|
|
$
|
(20,348
|
)
|
|
(8.5
|
)%
|
|
$
|
(8,855
|
)
|
(4.1
|
)%
|
200
|
8,627
|
|
|
17.5
|
%
|
|
6,250
|
|
12.3
|
%
|
|
(3,888
|
)
|
|
(1.6
|
)%
|
|
2,036
|
|
0.9
|
%
|
||||
100
|
6,311
|
|
|
12.8
|
%
|
|
4,548
|
|
9.0
|
%
|
|
7,344
|
|
|
3.1
|
%
|
|
7,728
|
|
3.6
|
%
|
Activity or Obligation
|
Note
|
Off-balance sheet credit-related financial instruments
|
15
|
Operating lease obligations
|
5
|
Long-term debt obligations
|
9
|
Contingent consideration related to acquisitions
|
18
|
(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)
|
2012
|
2011
|
||||
Assets
|
|
|
||||
Cash and cash equivalents:
|
|
|
||||
Cash and due from banks
|
$
|
47,256
|
|
$
|
32,346
|
|
Interest-bearing deposits in other banks
|
15,286
|
|
6,604
|
|
||
Total cash and cash equivalents
|
62,542
|
|
38,950
|
|
||
Available-for-sale investment securities, at fair value (amortized cost of $628,584 at December 31, 2012 and $617,128 at December 31, 2011)
|
639,185
|
|
628,571
|
|
||
Held-to-maturity investment securities, at amortized cost (fair value of $47,124 at December 31, 2012 and $16,705 at December 31, 2011)
|
45,275
|
|
16,301
|
|
||
Other investment securities, at cost
|
24,625
|
|
24,356
|
|
||
Total investment securities
|
709,085
|
|
669,228
|
|
||
Loans, net of deferred fees and costs
|
985,172
|
|
938,506
|
|
||
Allowance for loan losses
|
(17,811
|
)
|
(23,717
|
)
|
||
Net loans
|
967,361
|
|
914,789
|
|
||
Loans held for sale
|
6,546
|
|
3,271
|
|
||
Bank premises and equipment, net
|
27,013
|
|
23,905
|
|
||
Bank owned life insurance
|
51,229
|
|
49,384
|
|
||
Goodwill
|
64,881
|
|
62,520
|
|
||
Other intangible assets
|
3,644
|
|
1,955
|
|
||
Other assets
|
25,749
|
|
30,159
|
|
||
Total assets
|
$
|
1,918,050
|
|
$
|
1,794,161
|
|
Liabilities
|
|
|
||||
Deposits:
|
|
|
||||
Non-interest-bearing
|
$
|
317,071
|
|
$
|
239,837
|
|
Interest-bearing
|
1,175,232
|
|
1,111,243
|
|
||
Total deposits
|
1,492,303
|
|
1,351,080
|
|
||
Short-term borrowings
|
47,769
|
|
51,643
|
|
||
Long-term borrowings
|
128,823
|
|
142,312
|
|
||
Junior subordinated debentures held by subsidiary trust
|
—
|
|
22,600
|
|
||
Accrued expenses and other liabilities
|
27,427
|
|
19,869
|
|
||
Total liabilities
|
1,696,322
|
|
1,587,504
|
|
||
Stockholders’ Equity
|
|
|
||||
Preferred stock, no par value, 50,000 shares authorized, no shares issued at December 31, 2012 and December 31, 2011
|
—
|
|
—
|
|
||
Common stock, no par value, 24,000,000 shares authorized, 11,155,648 shares issued at December 31, 2012 and 11,122,247 shares issued at December 31, 2011, including shares in treasury
|
167,039
|
|
166,969
|
|
||
Retained earnings
|
69,158
|
|
53,580
|
|
||
Accumulated other comprehensive income, net of deferred income taxes
|
654
|
|
1,412
|
|
||
Treasury stock, at cost, 607,688 shares at December 31, 2012 and 615,123 shares at December 31, 2011
|
(15,123
|
)
|
(15,304
|
)
|
||
Total stockholders’ equity
|
221,728
|
|
206,657
|
|
||
Total liabilities and stockholders’ equity
|
$
|
1,918,050
|
|
$
|
1,794,161
|
|
(Dollars in thousands, except per share data)
|
2012
|
2011
|
2010
|
||||||
Interest Income:
|
|
|
|
||||||
Interest and fees on loans
|
$
|
48,238
|
|
$
|
49,410
|
|
$
|
57,332
|
|
Interest and dividends on taxable investment securities
|
19,778
|
|
24,149
|
|
29,558
|
|
|||
Interest on tax-exempt investment securities
|
1,434
|
|
1,550
|
|
2,354
|
|
|||
Other interest income
|
20
|
|
24
|
|
91
|
|
|||
Total interest income
|
69,470
|
|
75,133
|
|
89,335
|
|
|||
Interest Expense:
|
|
|
|
||||||
Interest on deposits
|
9,059
|
|
13,930
|
|
19,122
|
|
|||
Interest on short-term borrowings
|
74
|
|
103
|
|
262
|
|
|||
Interest on long-term borrowings
|
3,949
|
|
5,142
|
|
8,063
|
|
|||
Interest on junior subordinated debentures held by subsidiary trust
|
1,913
|
|
1,979
|
|
1,986
|
|
|||
Total interest expense
|
14,995
|
|
21,154
|
|
29,433
|
|
|||
Net interest income
|
54,475
|
|
53,979
|
|
59,902
|
|
|||
(Recovery of) provision for loan losses
|
(4,716
|
)
|
7,998
|
|
26,916
|
|
|||
Net interest income after (recovery of) provision for loan losses
|
59,191
|
|
45,981
|
|
32,986
|
|
|||
Gross impairment losses on investment securities
|
—
|
|
—
|
|
(1,620
|
)
|
|||
Less: Non-credit losses included in other comprehensive income
|
—
|
|
—
|
|
166
|
|
|||
Net impairment losses on investment securities
|
—
|
|
—
|
|
(1,786
|
)
|
|||
Other Income:
|
|
|
|
||||||
Insurance income
|
9,844
|
|
9,265
|
|
8,846
|
|
|||
Deposit account service charges
|
8,965
|
|
9,765
|
|
9,581
|
|
|||
Trust and investment income
|
6,129
|
|
5,548
|
|
5,348
|
|
|||
Electronic banking income
|
5,955
|
|
5,142
|
|
4,686
|
|
|||
Mortgage banking income
|
2,877
|
|
1,687
|
|
1,566
|
|
|||
Net gain on investment securities
|
3,548
|
|
473
|
|
6,852
|
|
|||
Net loss on asset disposals and other transactions
|
(4,326
|
)
|
(916
|
)
|
(6,891
|
)
|
|||
Other non-interest income
|
1,201
|
|
1,537
|
|
1,607
|
|
|||
Total other income
|
34,193
|
|
32,501
|
|
31,595
|
|
|||
Other Expenses:
|
|
|
|
||||||
Salaries and employee benefit costs
|
33,426
|
|
33,626
|
|
29,222
|
|
|||
Net occupancy and equipment
|
6,094
|
|
5,885
|
|
5,781
|
|
|||
Professional fees
|
4,370
|
|
3,531
|
|
3,108
|
|
|||
Electronic banking expense
|
3,342
|
|
2,692
|
|
2,453
|
|
|||
Marketing expense
|
2,682
|
|
1,765
|
|
1,023
|
|
|||
Data processing and software
|
1,979
|
|
1,893
|
|
2,032
|
|
|||
Franchise tax
|
1,486
|
|
1,505
|
|
1,576
|
|
|||
Communication expense
|
1,285
|
|
1,223
|
|
1,188
|
|
|||
Foreclosed real estate and other loan expenses
|
1,001
|
|
1,213
|
|
1,675
|
|
|||
FDIC insurance
|
1,002
|
|
1,867
|
|
2,470
|
|
|||
Amortization of other intangible assets
|
509
|
|
586
|
|
918
|
|
|||
Other non-interest expense
|
6,298
|
|
5,545
|
|
5,596
|
|
|||
Total other expenses
|
63,474
|
|
61,331
|
|
57,042
|
|
|||
Income before income taxes
|
29,910
|
|
17,151
|
|
5,753
|
|
|||
Income tax expense
|
9,525
|
|
4,596
|
|
172
|
|
|||
Net income
|
$
|
20,385
|
|
$
|
12,555
|
|
$
|
5,581
|
|
Preferred dividends
|
—
|
|
1,343
|
|
2,052
|
|
|||
Net income available to common shareholders
|
$
|
20,385
|
|
$
|
11,212
|
|
$
|
3,529
|
|
Earnings per common share - basic
|
$
|
1.92
|
|
$
|
1.07
|
|
$
|
0.34
|
|
Earnings per common share - diluted
|
$
|
1.92
|
|
$
|
1.07
|
|
$
|
0.34
|
|
Weighted-average number of common shares outstanding - basic
|
10,527,885
|
|
10,482,318
|
|
10,424,474
|
|
|||
Weighted-average number of common shares outstanding - diluted
|
10,528,286
|
|
10,482,318
|
|
10,431,990
|
|
(Dollars in thousands)
|
2012
|
2011
|
2010
|
||||||
Net income
|
$
|
20,385
|
|
$
|
12,555
|
|
$
|
5,581
|
|
Other comprehensive income (loss):
|
|
|
|
||||||
Available-for-sale investment securities:
|
|
|
|
||||||
Gross unrealized holding gain (loss) arising in the period
|
2,706
|
|
15,053
|
|
(18,174
|
)
|
|||
Related tax (expense) benefit
|
(947
|
)
|
(5,269
|
)
|
6,361
|
|
|||
Less: reclassification adjustment for net gain included in net income
|
3,548
|
|
473
|
|
5,066
|
|
|||
Related tax expense
|
(1,242
|
)
|
(166
|
)
|
(1,773
|
)
|
|||
Net effect on other comprehensive (loss) income
|
(547
|
)
|
9,477
|
|
(15,106
|
)
|
|||
Defined benefit plans:
|
|
|
|
||||||
Net (loss) gain arising during the period
|
(1,320
|
)
|
(6,448
|
)
|
1,640
|
|
|||
Related tax benefit (expense)
|
462
|
|
2,257
|
|
(574
|
)
|
|||
Amortization of unrecognized loss and service cost on benefit plans
|
161
|
|
76
|
|
132
|
|
|||
Related tax expense
|
(57
|
)
|
(27
|
)
|
(47
|
)
|
|||
Recognition of loss due to settlement and curtailment
|
835
|
|
815
|
|
23
|
|
|||
Related tax expense
|
(292
|
)
|
(285
|
)
|
(8
|
)
|
|||
Net effect on other comprehensive (loss) income
|
(211
|
)
|
(3,612
|
)
|
1,166
|
|
|||
Total other comprehensive (loss) income, net of tax
|
(758
|
)
|
5,865
|
|
(13,940
|
)
|
|||
Total comprehensive income (loss)
|
$
|
19,627
|
|
$
|
18,420
|
|
$
|
(8,359
|
)
|
|
|
|
|
Accumulated Other
|
|
Total
|
||||||||||||
|
Preferred
|
Common
|
Retained
|
Comprehensive
|
Treasury
|
Stockholders'
|
||||||||||||
(Dollars in thousands)
|
Stock
|
Stock
|
Earnings
|
Income (Loss)
|
Stock
|
Equity
|
||||||||||||
Balance, December 31, 2009
|
$
|
38,543
|
|
$
|
166,227
|
|
$
|
46,229
|
|
$
|
9,487
|
|
$
|
(16,518
|
)
|
$
|
243,968
|
|
Net income
|
|
|
5,581
|
|
|
|
5,581
|
|
||||||||||
Other comprehensive loss, 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
|
|
||||||||||
Reissuance of treasury stock for deferred compensation plan
|
|
|
|
|
488
|
|
488
|
|
||||||||||
Purchase of treasury stock
|
|
|
|
|
(181
|
)
|
(181
|
)
|
||||||||||
Common shares issued under dividend reinvestment plan
|
|
403
|
|
|
|
|
403
|
|
||||||||||
Stock-based compensation expense
|
|
92
|
|
|
|
|
92
|
|
||||||||||
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
|
|
||||||||||
Common shares issued 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
|
|
Net income
|
|
|
20,385
|
|
|
|
20,385
|
|
||||||||||
Other comprehensive loss, net of tax
|
|
|
|
(758
|
)
|
|
(758
|
)
|
||||||||||
Repurchase of common stock warrant
|
|
(1,201
|
)
|
|
|
|
(1,201
|
)
|
||||||||||
Common stock cash dividends declared
|
|
|
(4,807
|
)
|
|
|
(4,807
|
)
|
||||||||||
Tax benefit from exercise of stock options
|
|
16
|
|
|
|
|
16
|
|
||||||||||
Reissuance of treasury stock for deferred compensation plan
|
|
|
|
|
163
|
|
163
|
|
||||||||||
Purchase of treasury stock
|
|
|
|
|
(156
|
)
|
(156
|
)
|
||||||||||
Common shares issued under dividend reinvestment plan
|
|
357
|
|
|
|
|
357
|
|
||||||||||
Common shares issued under Board of Directors' compensation plan
|
|
(44
|
)
|
|
|
174
|
|
130
|
|
|||||||||
Stock-based compensation expense
|
|
942
|
|
|
|
|
942
|
|
||||||||||
Balance, December 31, 2012
|
$
|
—
|
|
$
|
167,039
|
|
$
|
69,158
|
|
$
|
654
|
|
$
|
(15,123
|
)
|
$
|
221,728
|
|
(Dollars in thousands)
|
2012
|
2011
|
2010
|
||||||
Operating activities:
|
|
|
|
||||||
Net income
|
$
|
20,385
|
|
$
|
12,555
|
|
$
|
5,581
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||||
Depreciation, amortization, and accretion, net
|
18,765
|
|
17,194
|
|
15,797
|
|
|||
(Recovery of) provision for loan losses
|
(4,716
|
)
|
7,998
|
|
26,916
|
|
|||
Bank owned life insurance income
|
(40
|
)
|
(351
|
)
|
(608
|
)
|
|||
Net gain on investment securities
|
(3,548
|
)
|
(473
|
)
|
(5,066
|
)
|
|||
Loss on debt extinguishment
|
4,144
|
|
—
|
|
—
|
|
|||
Loans originated for sale
|
(132,714
|
)
|
(72,132
|
)
|
(66,408
|
)
|
|||
Proceeds from sales of loans
|
131,040
|
|
73,507
|
|
65,212
|
|
|||
Net gains on sales of loans
|
(2,746
|
)
|
(1,432
|
)
|
(1,357
|
)
|
|||
Deferred income tax expense (benefit)
|
4,521
|
|
462
|
|
(1,814
|
)
|
|||
Increase (decrease) in accrued expenses
|
2,345
|
|
1,472
|
|
(155
|
)
|
|||
Decrease in interest receivable
|
462
|
|
290
|
|
1,193
|
|
|||
Other, net
|
3,356
|
|
4,294
|
|
5,826
|
|
|||
Net cash provided by operating activities
|
$
|
41,254
|
|
$
|
43,384
|
|
$
|
45,117
|
|
Investing activities:
|
|
|
|
||||||
Available-for-sale investment securities:
|
|
|
|
||||||
Purchases
|
(271,520
|
)
|
(198,556
|
)
|
(269,396
|
)
|
|||
Proceeds from sales
|
113,756
|
|
59,868
|
|
150,844
|
|
|||
Proceeds from principal payments, calls and prepayments
|
140,470
|
|
126,587
|
|
202,671
|
|
|||
Held-to-maturity investment securities:
|
|
|
|
||||||
Purchases
|
(40,352
|
)
|
(13,341
|
)
|
(2,000
|
)
|
|||
Proceeds from principal payments
|
11,188
|
|
—
|
|
—
|
|
|||
Net (increase) decrease in loans
|
(16,884
|
)
|
11,430
|
|
61,069
|
|
|||
Net expenditures for premises and equipment
|
(4,530
|
)
|
(1,290
|
)
|
(1,979
|
)
|
|||
Proceeds from sales of other real estate owned
|
1,813
|
|
2,158
|
|
499
|
|
|||
Proceeds from bank owned life insurance
|
—
|
|
4,499
|
|
—
|
|
|||
Business acquisitions, net of cash received
|
(3,321
|
)
|
—
|
|
—
|
|
|||
Investment in limited partnership and tax credit funds
|
(187
|
)
|
(234
|
)
|
(249
|
)
|
|||
Net cash (used in) provided by investing activities
|
(69,567
|
)
|
(8,879
|
)
|
141,459
|
|
|||
Financing activities:
|
|
|
|
||||||
Net increase in non-interest-bearing deposits
|
63,437
|
|
24,768
|
|
17,069
|
|
|||
Net increase (decrease) in interest-bearing deposits
|
38,319
|
|
(35,379
|
)
|
(51,450
|
)
|
|||
Net (decrease) increase in short-term borrowings
|
(3,874
|
)
|
134
|
|
(25,412
|
)
|
|||
Proceeds from long-term borrowings
|
24,000
|
|
—
|
|
5,000
|
|
|||
Payments on long-term borrowings
|
(40,517
|
)
|
(15,391
|
)
|
(93,410
|
)
|
|||
Redemption of junior subordinated debentures
|
(23,668
|
)
|
—
|
|
—
|
|
|||
Repurchase of preferred shares and common stock warrant
|
(1,201
|
)
|
(39,000
|
)
|
—
|
|
|||
Preferred stock dividends
|
—
|
|
(1,232
|
)
|
(1,950
|
)
|
|||
Cash dividends paid on common shares
|
(4,457
|
)
|
(3,922
|
)
|
(3,822
|
)
|
|||
Purchase of treasury stock
|
(156
|
)
|
(187
|
)
|
(181
|
)
|
|||
Proceeds from issuance of common shares
|
6
|
|
10
|
|
447
|
|
|||
Excess tax benefit from share-based payments
|
16
|
|
—
|
|
4
|
|
|||
Net cash provided by (used in) financing activities
|
51,905
|
|
(70,199
|
)
|
(153,705
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
23,592
|
|
(35,694
|
)
|
32,871
|
|
|||
Cash and cash equivalents at beginning of period
|
38,950
|
|
74,644
|
|
41,773
|
|
|||
Cash and cash equivalents at end of period
|
$
|
62,542
|
|
$
|
38,950
|
|
$
|
74,644
|
|
Supplemental cash flow information:
|
|
|
|
||||||
Interest paid
|
$
|
15,570
|
|
$
|
21,386
|
|
$
|
30,109
|
|
Income taxes paid
|
$
|
5,563
|
|
$
|
1,574
|
|
$
|
385
|
|
|
|
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, 2012
|
|
|
|
|
||||||||
Obligations of:
|
|
|
|
|
||||||||
U.S. Treasury and government agencies
|
$
|
26
|
|
$
|
—
|
|
$
|
26
|
|
$
|
—
|
|
U.S. government sponsored agencies
|
516
|
|
—
|
|
516
|
|
—
|
|
||||
States and political subdivisions
|
45,668
|
|
681
|
|
44,987
|
|
—
|
|
||||
Residential mortgage-backed securities
|
514,096
|
|
—
|
|
514,096
|
|
—
|
|
||||
Commercial mortgage-backed securities
|
64,416
|
|
—
|
|
64,416
|
|
—
|
|
||||
Bank-issued trust preferred securities
|
10,357
|
|
—
|
|
10,357
|
|
—
|
|
||||
Equity securities
|
4,106
|
|
3,971
|
|
135
|
|
—
|
|
||||
Total available-for-sale securities
|
$
|
639,185
|
|
$
|
4,652
|
|
$
|
634,533
|
|
$
|
—
|
|
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
|
|
$
|
—
|
|
|
2012
|
|
2011
|
||||||||||
(Dollars in thousands)
|
Carrying Amount
|
Fair Value
|
|
Carrying Amount
|
Fair Value
|
||||||||
Financial assets
:
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
62,542
|
|
$
|
62,542
|
|
|
$
|
38,950
|
|
$
|
38,950
|
|
Investment securities
|
709,085
|
|
710,934
|
|
|
669,228
|
|
669,632
|
|
||||
Loans
|
973,907
|
|
897,132
|
|
|
918,060
|
|
828,477
|
|
||||
Financial liabilities:
|
|
|
|
|
|
||||||||
Deposits
|
$
|
1,492,303
|
|
$
|
1,503,098
|
|
|
$
|
1,351,080
|
|
$
|
1,363,742
|
|
Short-term borrowings
|
47,769
|
|
47,769
|
|
|
51,643
|
|
51,643
|
|
||||
Long-term borrowings
|
128,823
|
|
141,691
|
|
|
142,312
|
|
157,553
|
|
||||
Junior subordinated debentures held by subsidiary trust
|
—
|
|
—
|
|
|
22,600
|
|
23,760
|
|
(Dollars in thousands)
|
Amortized Cost
|
Gross Unrealized Gains
|
Gross Unrealized Losses
|
Fair Value
|
||||||||
December 31, 2012
|
|
|
|
|
||||||||
Obligations of:
|
|
|
|
|
||||||||
U.S. Treasury and government agencies
|
$
|
26
|
|
$
|
—
|
|
$
|
—
|
|
$
|
26
|
|
U.S. government sponsored agencies
|
486
|
|
30
|
|
—
|
|
516
|
|
||||
States and political subdivisions
|
42,458
|
|
3,292
|
|
(82
|
)
|
45,668
|
|
||||
Residential mortgage-backed securities
|
511,305
|
|
12,558
|
|
(9,767
|
)
|
514,096
|
|
||||
Commercial mortgage-backed securities
|
62,129
|
|
2,330
|
|
(43
|
)
|
64,416
|
|
||||
Bank-issued trust preferred securities
|
10,966
|
|
73
|
|
(682
|
)
|
10,357
|
|
||||
Equity securities
|
1,214
|
|
2,977
|
|
(85
|
)
|
4,106
|
|
||||
Total available-for-sale securities
|
$
|
628,584
|
|
$
|
21,260
|
|
$
|
(10,659
|
)
|
$
|
639,185
|
|
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
|
|
(Dollars in thousands)
|
2012
|
2011
|
2010
|
||||||
Gross gains realized
|
$
|
4,306
|
|
$
|
1,110
|
|
$
|
8,306
|
|
Gross losses realized
|
758
|
|
637
|
|
1,454
|
|
|||
Net gain realized
|
$
|
3,548
|
|
$
|
473
|
|
$
|
6,852
|
|
|
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, 2012
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Obligations of:
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
U.S. Treasury and government agencies
|
$
|
—
|
|
$
|
—
|
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
U.S. government sponsored agencies
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
||||||
States and political subdivisions
|
4,558
|
|
82
|
|
8
|
|
|
—
|
|
—
|
|
—
|
|
|
4,558
|
|
82
|
|
||||||
Residential mortgage-backed securities
|
135,250
|
|
2,326
|
|
28
|
|
|
89,958
|
|
7,441
|
|
20
|
|
|
225,208
|
|
9,767
|
|
||||||
Commercial mortgage-backed securities
|
7,681
|
|
43
|
|
2
|
|
|
—
|
|
—
|
|
—
|
|
|
7,681
|
|
43
|
|
||||||
Bank-issued trust preferred securities
|
2,376
|
|
18
|
|
2
|
|
|
5,434
|
|
664
|
|
5
|
|
|
7,810
|
|
682
|
|
||||||
Equity securities
|
—
|
|
—
|
|
—
|
|
|
91
|
|
85
|
|
1
|
|
|
91
|
|
85
|
|
||||||
Total
|
$
|
149,865
|
|
$
|
2,469
|
|
40
|
|
|
$
|
95,483
|
|
$
|
8,190
|
|
26
|
|
|
$
|
245,348
|
|
$
|
10,659
|
|
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
|
|
(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
|
$
|
—
|
|
$
|
23
|
|
$
|
3
|
|
$
|
—
|
|
$
|
26
|
|
U.S. government sponsored agencies
|
—
|
|
486
|
|
—
|
|
—
|
|
486
|
|
|||||
States and political subdivisions
|
556
|
|
1,549
|
|
12,566
|
|
27,787
|
|
42,458
|
|
|||||
Residential mortgage-backed securities
|
—
|
|
680
|
|
65,363
|
|
445,262
|
|
511,305
|
|
|||||
Commercial mortgage-backed securities
|
—
|
|
5,343
|
|
41,564
|
|
15,222
|
|
62,129
|
|
|||||
Bank-issued trust preferred securities
|
—
|
|
—
|
|
—
|
|
10,966
|
|
10,966
|
|
|||||
Equity securities
|
|
|
|
|
1,214
|
|
|||||||||
Total available-for-sale securities
|
$
|
556
|
|
$
|
8,081
|
|
$
|
119,496
|
|
$
|
499,237
|
|
$
|
628,584
|
|
Fair value
|
|
|
|
|
|
||||||||||
Obligations of:
|
|
|
|
|
|
||||||||||
U.S. Treasury and government agencies
|
$
|
—
|
|
$
|
23
|
|
$
|
3
|
|
$
|
—
|
|
$
|
26
|
|
U.S. government sponsored agencies
|
—
|
|
516
|
|
—
|
|
—
|
|
516
|
|
|||||
States and political subdivisions
|
566
|
|
1,679
|
|
13,696
|
|
29,727
|
|
45,668
|
|
|||||
Residential mortgage-backed securities
|
—
|
|
729
|
|
66,967
|
|
446,400
|
|
514,096
|
|
|||||
Commercial mortgage-backed securities
|
—
|
|
5,674
|
|
43,173
|
|
15,569
|
|
64,416
|
|
|||||
Bank-issued trust preferred securities
|
—
|
|
—
|
|
—
|
|
10,357
|
|
10,357
|
|
|||||
Equity securities
|
|
|
|
|
4,106
|
|
|||||||||
Total available-for-sale securities
|
$
|
566
|
|
$
|
8,621
|
|
$
|
123,839
|
|
$
|
502,053
|
|
$
|
639,185
|
|
Total average yield
|
6.20
|
%
|
3.63
|
%
|
3.27
|
%
|
3.03
|
%
|
3.09
|
%
|
(Dollars in thousands)
|
Amortized Cost
|
Gross Unrealized Gains
|
Gross Unrealized Losses
|
Fair Value
|
||||||||
December 31, 2012
|
|
|
|
|
||||||||
Obligations of:
|
|
|
|
|
||||||||
States and political subdivisions
|
$
|
3,860
|
|
$
|
390
|
|
$
|
—
|
|
$
|
4,250
|
|
Residential mortgage-backed securities
|
33,494
|
|
1,107
|
|
(41
|
)
|
34,560
|
|
||||
Commercial mortgage-backed securities
|
7,921
|
|
393
|
|
—
|
|
8,314
|
|
||||
Total held-to-maturity securities
|
$
|
45,275
|
|
$
|
1,890
|
|
$
|
(41
|
)
|
$
|
47,124
|
|
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
|
|
|
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, 2012
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Residential mortgage-backed securities
|
$
|
—
|
|
$
|
—
|
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
Commercial mortgage-backed securities
|
2,398
|
|
41
|
|
2
|
|
|
—
|
|
—
|
|
—
|
|
|
2,398
|
|
41
|
|
||||||
Total
|
$
|
2,398
|
|
$
|
41
|
|
2
|
|
|
$
|
—
|
|
$
|
—
|
|
—
|
|
|
$
|
2,398
|
|
$
|
41
|
|
December 31, 2011
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Residential mortgage-backed securities
|
$
|
6,416
|
|
$
|
88
|
|
1
|
|
|
$
|
—
|
|
$
|
—
|
|
—
|
|
|
$
|
6,416
|
|
$
|
88
|
|
Commercial mortgage-backed securities
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
||||||
Total
|
$
|
6,416
|
|
$
|
88
|
|
1
|
|
|
$
|
—
|
|
$
|
—
|
|
—
|
|
|
$
|
6,416
|
|
$
|
88
|
|
(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
|
$
|
—
|
|
$
|
—
|
|
$
|
339
|
|
$
|
3,521
|
|
$
|
3,860
|
|
Residential mortgage-backed securities
|
—
|
|
—
|
|
546
|
|
32,948
|
|
33,494
|
|
|||||
Commercial mortgage-backed securities
|
—
|
|
—
|
|
—
|
|
7,921
|
|
7,921
|
|
|||||
Total held-to-maturity securities
|
$
|
—
|
|
$
|
—
|
|
$
|
885
|
|
$
|
44,390
|
|
$
|
45,275
|
|
Fair value
|
|
|
|
|
|
||||||||||
Obligations of:
|
|
|
|
|
|
||||||||||
States and political subdivisions
|
$
|
—
|
|
$
|
—
|
|
$
|
343
|
|
$
|
3,907
|
|
$
|
4,250
|
|
Residential mortgage-backed securities
|
—
|
|
—
|
|
558
|
|
34,002
|
|
34,560
|
|
|||||
Commercial mortgage-backed securities
|
—
|
|
—
|
|
—
|
|
8,314
|
|
8,314
|
|
|||||
Total held-to-maturity securities
|
$
|
—
|
|
$
|
—
|
|
$
|
901
|
|
$
|
46,223
|
|
$
|
47,124
|
|
Total average yield
|
—
|
%
|
—
|
%
|
2.61
|
%
|
2.88
|
%
|
2.87
|
%
|
(Dollars in thousands)
|
2012
|
2011
|
||||
Commercial real estate, construction
|
$
|
34,265
|
|
$
|
30,577
|
|
Commercial real estate, other
|
378,073
|
|
410,352
|
|
||
Commercial real estate
|
412,338
|
|
440,929
|
|
||
Commercial and industrial
|
180,131
|
|
140,857
|
|
||
Residential real estate
|
233,841
|
|
219,619
|
|
||
Home equity lines of credit
|
51,053
|
|
47,790
|
|
||
Consumer
|
101,246
|
|
87,531
|
|
||
Deposit account overdrafts
|
6,563
|
|
1,780
|
|
||
Total loans
|
$
|
985,172
|
|
$
|
938,506
|
|
(Dollars in thousands)
|
2012
|
2011
|
||||
Commercial real estate
|
$
|
2,145
|
|
$
|
3,754
|
|
Commercial and industrial
|
74
|
|
109
|
|
||
Residential real estate
|
12,873
|
|
14,497
|
|
||
Consumer
|
84
|
|
101
|
|
||
Total outstanding balance
|
$
|
15,176
|
|
$
|
18,461
|
|
Net carrying amount
|
$
|
14,700
|
|
$
|
17,954
|
|
|
|
|
|
Accruing Loans
|
|||||||||
|
Nonaccrual Loans
|
|
90+ Days Past Due
|
||||||||||
(Dollars in thousands)
|
2012
|
2011
|
|
2012
|
2011
|
||||||||
Commercial real estate, construction
|
$
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
Commercial real estate, other
|
9,831
|
|
23,546
|
|
|
—
|
|
—
|
|
||||
Commercial real estate
|
9,831
|
|
23,546
|
|
|
—
|
|
—
|
|
||||
Commercial and industrial
|
627
|
|
2,262
|
|
|
181
|
|
—
|
|
||||
Residential real estate
|
3,136
|
|
3,865
|
|
|
—
|
|
—
|
|
||||
Home equity lines of credit
|
24
|
|
349
|
|
|
—
|
|
—
|
|
||||
Consumer
|
20
|
|
—
|
|
|
4
|
|
—
|
|
||||
Total
|
$
|
13,638
|
|
$
|
30,022
|
|
|
$
|
185
|
|
$
|
—
|
|
|
Loans Past Due
|
|
Current
|
Total
|
|||||||||||||||
(Dollars in thousands)
|
30 - 59 days
|
60 - 89 days
|
90 + Days
|
Total
|
|
Loans
|
Loans
|
||||||||||||
December 31, 2012
|
|
|
|
|
|
|
|
||||||||||||
Commercial real estate, construction
|
$
|
—
|
|
$
|
77
|
|
$
|
—
|
|
$
|
77
|
|
|
$
|
34,188
|
|
$
|
34,265
|
|
Commercial real estate, other
|
11,382
|
|
705
|
|
5,144
|
|
17,231
|
|
|
360,842
|
|
378,073
|
|
||||||
Commercial real estate
|
11,382
|
|
782
|
|
5,144
|
|
17,308
|
|
|
395,030
|
|
412,338
|
|
||||||
Commercial and industrial
|
3,841
|
|
116
|
|
294
|
|
4,251
|
|
|
175,880
|
|
180,131
|
|
||||||
Residential real estate
|
4,640
|
|
1,049
|
|
2,019
|
|
7,708
|
|
|
226,133
|
|
233,841
|
|
||||||
Home equity lines of credit
|
274
|
|
25
|
|
24
|
|
323
|
|
|
50,730
|
|
51,053
|
|
||||||
Consumer
|
926
|
|
127
|
|
10
|
|
1,063
|
|
|
100,183
|
|
101,246
|
|
||||||
Deposit account overdrafts
|
55
|
|
—
|
|
—
|
|
55
|
|
|
6,508
|
|
6,563
|
|
||||||
Total
|
$
|
21,118
|
|
$
|
2,099
|
|
$
|
7,491
|
|
$
|
30,708
|
|
|
$
|
954,464
|
|
$
|
985,172
|
|
December 31, 2011
|
|
|
|
|
|
|
|
||||||||||||
Commercial real estate, construction
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
30,577
|
|
$
|
30,577
|
|
Commercial real estate, other
|
2,700
|
|
2,286
|
|
11,363
|
|
16,349
|
|
|
394,003
|
|
410,352
|
|
||||||
Commercial real estate
|
2,700
|
|
2,286
|
|
11,363
|
|
16,349
|
|
|
424,580
|
|
440,929
|
|
||||||
Commercial and industrial
|
230
|
|
360
|
|
37
|
|
627
|
|
|
140,230
|
|
140,857
|
|
||||||
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
|
|
|
|
|
|
|
|
|
|
|
Pass Rated
|
Watch
|
Substandard
|
Doubtful
|
Not
|
Total
|
||||||||||||
(Dollars in thousands)
|
(Grades 1 - 4)
|
(Grade 5)
|
(Grade 6)
|
(Grade 7)
|
Rated
|
Loans
|
||||||||||||
December 31, 2012
|
|
|
|
|
|
|
||||||||||||
Commercial real estate, construction
|
$
|
29,738
|
|
$
|
—
|
|
$
|
1,095
|
|
$
|
—
|
|
$
|
3,432
|
|
$
|
34,265
|
|
Commercial real estate, other
|
328,435
|
|
18,940
|
|
29,573
|
|
—
|
|
1,125
|
|
378,073
|
|
||||||
Commercial real estate
|
358,173
|
|
18,940
|
|
30,668
|
|
—
|
|
4,557
|
|
412,338
|
|
||||||
Commercial and industrial
|
150,180
|
|
21,566
|
|
7,054
|
|
—
|
|
1,331
|
|
180,131
|
|
||||||
Residential real estate
|
22,392
|
|
1,768
|
|
7,597
|
|
10
|
|
202,074
|
|
233,841
|
|
||||||
Home equity lines of credit
|
1,051
|
|
—
|
|
1,094
|
|
—
|
|
48,908
|
|
51,053
|
|
||||||
Consumer
|
66
|
|
—
|
|
47
|
|
—
|
|
101,133
|
|
101,246
|
|
||||||
Deposit account overdrafts
|
—
|
|
—
|
|
—
|
|
—
|
|
6,563
|
|
6,563
|
|
||||||
Total
|
$
|
531,862
|
|
$
|
42,274
|
|
$
|
46,460
|
|
$
|
10
|
|
$
|
364,566
|
|
$
|
985,172
|
|
December 31, 2011
|
|
|
|
|
|
|
||||||||||||
Commercial real estate, construction
|
$
|
23,710
|
|
$
|
2,932
|
|
$
|
2,062
|
|
$
|
—
|
|
$
|
1,873
|
|
$
|
30,577
|
|
Commercial real estate, other
|
310,996
|
|
40,165
|
|
56,142
|
|
—
|
|
3,049
|
|
410,352
|
|
||||||
Commercial real estate
|
334,706
|
|
43,097
|
|
58,204
|
|
—
|
|
4,922
|
|
440,929
|
|
||||||
Commercial and industrial
|
113,391
|
|
18,636
|
|
6,625
|
|
—
|
|
2,205
|
|
140,857
|
|
||||||
Residential real estate
|
28,507
|
|
2,913
|
|
10,097
|
|
20
|
|
178,082
|
|
219,619
|
|
||||||
Home equity lines of credit
|
1,491
|
|
42
|
|
1,394
|
|
—
|
|
44,863
|
|
47,790
|
|
||||||
Consumer
|
72
|
|
—
|
|
32
|
|
—
|
|
87,427
|
|
87,531
|
|
||||||
Deposit account overdrafts
|
—
|
|
—
|
|
—
|
|
—
|
|
1,780
|
|
1,780
|
|
||||||
Total
|
$
|
478,167
|
|
$
|
64,688
|
|
$
|
76,352
|
|
$
|
20
|
|
$
|
319,279
|
|
$
|
938,506
|
|
|
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, 2012
|
|
|
|
|
|
|
|
||||||||||||||
Commercial real estate, construction
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Commercial real estate, other
|
19,023
|
|
2,785
|
|
7,053
|
|
9,838
|
|
1,262
|
|
11,048
|
|
—
|
|
|||||||
Commercial real estate
|
19,023
|
|
$
|
2,785
|
|
$
|
7,053
|
|
$
|
9,838
|
|
$
|
1,262
|
|
$
|
11,048
|
|
$
|
—
|
|
|
Commercial and industrial
|
696
|
|
182
|
|
437
|
|
619
|
|
36
|
|
518
|
|
—
|
|
|||||||
Residential real estate
|
3,943
|
|
418
|
|
3,063
|
|
3,481
|
|
123
|
|
2,014
|
|
149
|
|
|||||||
Home equity lines of credit
|
349
|
|
—
|
|
349
|
|
349
|
|
—
|
|
140
|
|
17
|
|
|||||||
Consumer
|
114
|
|
—
|
|
114
|
|
114
|
|
—
|
|
49
|
|
14
|
|
|||||||
Total
|
$
|
24,125
|
|
$
|
3,385
|
|
$
|
11,016
|
|
$
|
14,401
|
|
$
|
1,421
|
|
$
|
13,769
|
|
$
|
180
|
|
December 31, 2011
|
|
|
|
|
|
|
|
||||||||||||||
Commercial real estate, construction
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Commercial real estate, other
|
49,402
|
|
6,882
|
|
16,501
|
|
23,383
|
|
1,026
|
|
23,058
|
|
—
|
|
|||||||
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
|
|
—
|
|
|||||||
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
|
|
$
|
—
|
|
|
|
Recorded Investment
(1)
|
|
Recorded Investment
(1)
|
||||||||||||||||||
|
Number of Contracts
|
Pre-Modification
|
Post-Modification
|
At December 31, 2012
|
Number of Contracts
|
Pre-Modification
|
Post-Modification
|
At December 31, 2011
|
||||||||||||||
Commercial real estate, construction
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Commercial real estate, other
|
4
|
|
$
|
1,765
|
|
$
|
1,765
|
|
$
|
1,734
|
|
5
|
|
$
|
3,169
|
|
$
|
3,169
|
|
$
|
2,959
|
|
Commercial real estate
|
4
|
|
$
|
1,765
|
|
$
|
1,765
|
|
$
|
1,734
|
|
5
|
|
$
|
3,169
|
|
$
|
3,169
|
|
$
|
2,959
|
|
Residential real estate
|
66
|
|
$
|
2,550
|
|
$
|
2,550
|
|
$
|
2,550
|
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Home equity lines of credit
|
24
|
|
$
|
349
|
|
$
|
349
|
|
$
|
349
|
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Consumer
|
37
|
|
$
|
115
|
|
$
|
115
|
|
$
|
115
|
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
(1)
|
The amounts shown are inclusive of all partial paydowns and charge-offs. Loans modified in a TDR that were fully paid down, charged-off or foreclosed upon by period end are not reported.
|
(Dollars in thousands)
|
Commercial Real Estate
|
Commercial and Industrial
|
Residential Real Estate
|
Home Equity Lines of Credit
|
Consumer
|
Deposit Account Overdrafts
|
Total
|
||||||||||||||
Balance, January 1, 2012
|
$
|
18,947
|
|
$
|
2,434
|
|
$
|
1,119
|
|
$
|
541
|
|
$
|
449
|
|
$
|
227
|
|
$
|
23,717
|
|
Charge-offs
|
(5,146
|
)
|
(34
|
)
|
(1,091
|
)
|
(94
|
)
|
(572
|
)
|
(574
|
)
|
(7,511
|
)
|
|||||||
Recoveries
|
4,399
|
|
358
|
|
773
|
|
32
|
|
561
|
|
198
|
|
6,321
|
|
|||||||
Net (charge-offs) recoveries
|
(747
|
)
|
324
|
|
(318
|
)
|
(62
|
)
|
(11
|
)
|
(376
|
)
|
(1,190
|
)
|
|||||||
(Recovery of) provision for loan losses
|
(3,985
|
)
|
(1,025
|
)
|
—
|
|
—
|
|
—
|
|
294
|
|
(4,716
|
)
|
|||||||
Balance, December 31, 2012
|
$
|
14,215
|
|
$
|
1,733
|
|
$
|
801
|
|
$
|
479
|
|
$
|
438
|
|
$
|
145
|
|
$
|
17,811
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Period-end amount allocated to:
|
|
|
|
|
|
|
|||||||||||||||
Loans individually evaluated for impairment
|
$
|
1,262
|
|
$
|
36
|
|
$
|
123
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
1,421
|
|
Loans collectively evaluated for impairment
|
12,953
|
|
1,697
|
|
678
|
|
479
|
|
438
|
|
145
|
|
16,390
|
|
|||||||
Ending balance
|
$
|
14,215
|
|
$
|
1,733
|
|
$
|
801
|
|
$
|
479
|
|
$
|
438
|
|
$
|
145
|
|
$
|
17,811
|
|
|
|
|
|
|
|
|
|
||||||||||||||
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 (recovery of) 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
|
|
(Dollars in thousands)
|
|
2012
|
|
2011
|
||||
Land
|
|
$
|
7,039
|
|
|
$
|
5,662
|
|
Building and premises
|
|
34,943
|
|
|
32,046
|
|
||
Furniture, fixtures and equipment
|
|
18,789
|
|
|
18,483
|
|
||
Total bank premises and equipment
|
|
60,771
|
|
|
56,191
|
|
||
Accumulated depreciation
|
|
(33,758
|
)
|
|
(32,286
|
)
|
||
Net book value
|
|
$
|
27,013
|
|
|
$
|
23,905
|
|
(Dollars in thousands)
|
2012
|
2011
|
||||
Goodwill, beginning of year
|
$
|
62,520
|
|
$
|
62,520
|
|
Acquired goodwill
|
2,361
|
|
—
|
|
||
Goodwill, end of year
|
$
|
64,881
|
|
$
|
62,520
|
|
(Dollars in thousands)
|
Core Deposit
|
|
Customer Relationships
|
|
Total
|
||||||
2012
|
|
|
|
|
|
||||||
Gross intangibles
|
$
|
8,192
|
|
|
$
|
6,182
|
|
|
$
|
14,374
|
|
Acquired intangibles
|
661
|
|
|
1,008
|
|
|
1,669
|
|
|||
Accumulated amortization
|
(8,232
|
)
|
|
(6,240
|
)
|
|
(14,472
|
)
|
|||
Total acquired intangibles
|
$
|
621
|
|
|
$
|
950
|
|
|
$
|
1,571
|
|
Mortgage servicing rights
|
|
|
|
|
2,073
|
|
|||||
Total other intangibles
|
|
|
|
|
|
|
$
|
3,644
|
|
||
2011
|
|
|
|
|
|
||||||
Gross intangibles
|
$
|
10,564
|
|
|
$
|
6,182
|
|
|
$
|
16,746
|
|
Acquired intangibles
|
—
|
|
|
—
|
|
|
—
|
|
|||
Accumulated amortization
|
(10,460
|
)
|
|
(5,875
|
)
|
|
(16,335
|
)
|
|||
Total acquired intangibles
|
$
|
104
|
|
|
$
|
307
|
|
|
$
|
411
|
|
Mortgage servicing rights
|
|
|
|
|
1,544
|
|
|||||
Total other intangibles
|
|
|
|
|
|
|
$
|
1,955
|
|
(Dollars in thousands)
|
|
Core Deposits
|
|
Customer Relationships
|
|
Total
|
||||||
2013
|
|
$
|
148
|
|
|
$
|
235
|
|
|
$
|
383
|
|
2014
|
|
128
|
|
|
171
|
|
|
299
|
|
|||
2015
|
|
108
|
|
|
148
|
|
|
256
|
|
|||
2016
|
|
88
|
|
|
124
|
|
|
212
|
|
|||
2017
|
|
68
|
|
|
100
|
|
|
168
|
|
|||
Thereafter
|
|
81
|
|
|
172
|
|
|
253
|
|
|||
Total
|
|
$
|
621
|
|
|
$
|
950
|
|
|
$
|
1,571
|
|
(Dollars in thousands)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Balance, beginning of year
|
|
$
|
1,544
|
|
|
$
|
1,353
|
|
|
$
|
1,164
|
|
Amortization
|
|
(616
|
)
|
|
(397
|
)
|
|
(385
|
)
|
|||
Servicing rights originated
|
|
1,145
|
|
|
588
|
|
|
574
|
|
|||
Balance, end of year
|
|
$
|
2,073
|
|
|
$
|
1,544
|
|
|
$
|
1,353
|
|
(Dollars in thousands)
|
2012
|
2011
|
||||
Retail certificates of deposit:
|
|
|
||||
$100,000 or more
|
$
|
184,558
|
|
$
|
194,709
|
|
Less than $100,000
|
207,755
|
|
216,538
|
|
||
Total retail certificates of deposit
|
392,313
|
|
411,247
|
|
||
Interest-bearing transaction accounts
|
124,787
|
|
106,233
|
|
||
Money market deposit accounts
|
288,404
|
|
264,873
|
|
||
Governmental deposit accounts
|
130,630
|
|
126,453
|
|
||
Savings accounts
|
183,499
|
|
138,383
|
|
||
Total retail interest-bearing deposits
|
1,119,633
|
|
1,047,189
|
|
||
Brokered certificates of deposits
|
55,599
|
|
64,054
|
|
||
Total interest-bearing deposits
|
1,175,232
|
|
1,111,243
|
|
||
Non-interest-bearing deposits
|
317,071
|
|
239,837
|
|
||
Total deposit balances
|
$
|
1,492,303
|
|
$
|
1,351,080
|
|
(Dollars in thousands)
|
Retail
|
Brokered
|
Total
|
||||||
2013
|
$
|
225,979
|
|
$
|
6,652
|
|
$
|
232,631
|
|
2014
|
69,355
|
|
12,213
|
|
81,568
|
|
|||
2015
|
38,810
|
|
5,866
|
|
44,676
|
|
|||
2016
|
42,481
|
|
18,070
|
|
60,551
|
|
|||
2017
|
15,488
|
|
—
|
|
15,488
|
|
|||
Thereafter
|
200
|
|
12,798
|
|
12,998
|
|
|||
Total maturities
|
$
|
392,313
|
|
$
|
55,599
|
|
$
|
447,912
|
|
(Dollars in thousands)
|
Retail Repurchase Agreements
|
FHLB
Advances
|
Other Short-Term Borrowings
|
||||||
2012
|
|
|
|
|
|
|
|||
Ending balance
|
$
|
32,769
|
|
$
|
15,000
|
|
$
|
—
|
|
Average balance
|
37,386
|
|
13,240
|
|
15
|
|
|||
Highest month-end balance
|
44,905
|
|
39,900
|
|
—
|
|
|||
Interest expense
|
57
|
|
17
|
|
—
|
|
|||
Weighted-average interest rate:
|
|
|
|
|
|
|
|||
End of year
|
0.15
|
%
|
0.15
|
%
|
—
|
%
|
|||
During the year
|
0.15
|
%
|
0.12
|
%
|
0.74
|
%
|
|||
|
|
|
|
||||||
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
|
%
|
—
|
%
|
|
2012
|
|
2011
|
||||||||
(Dollars in thousands)
|
Balance
|
Weighted-
Average
Rate
|
|
Balance
|
Weighted-
Average
Rate
|
||||||
Term note payable (parent company)
|
$
|
23,919
|
|
3.80
|
%
|
|
$
|
—
|
|
—
|
%
|
Callable national market repurchase agreements
|
40,000
|
|
3.63
|
%
|
|
65,000
|
|
3.43
|
%
|
||
FHLB putable non-amortizing, fixed rate advances
|
50,000
|
|
3.32
|
%
|
|
60,000
|
|
3.28
|
%
|
||
FHLB amortizing, fixed rate advances
|
14,904
|
|
3.60
|
%
|
|
17,312
|
|
3.59
|
%
|
||
Total long-term borrowings
|
$
|
128,823
|
|
3.54
|
%
|
|
$
|
142,312
|
|
3.38
|
%
|
•
|
Peoples and Peoples Bank must maintain, as of the last day of each fiscal quarter, sufficient capital to qualify as "well capitalized" under applicable regulatory guidance;
|
•
|
Peoples Bank must maintain a "Total Risk-Based Capital Ratio" (as defined in the Loan Agreement) equal to or in excess of
12.50%
, measured as of the last day of each fiscal quarter;
|
•
|
Peoples Bank must maintain a ratio of "Nonperforming Assets" to the sum of "Tangible Capital" plus the "Allowance for Loan Losses" (as each term is defined in the Loan Agreement) of not more than
20%
, measured as of the last day of each fiscal quarter;
|
•
|
Peoples Bank must maintain a ratio of "Allowance for Loan Losses" to "Nonperforming Loans" (as each term is defined in the Loan Agreement) of not less than
80%
measured as of the last day of each fiscal quarter; and
|
•
|
Peoples must maintain a "Fixed Charge Coverage Ratio" (as defined in the Loan Agreement) that equals or exceeds 1.25 to 1.00, commencing with the quarter ended December 31, 2012 and for each quarter thereafter, with the items used in the ratio determined on a training 12-month basis.
|
(Dollars in thousands)
|
Balance
|
Weighted-Average Rate
|
|||
2013
|
$
|
6,996
|
|
3.76
|
%
|
2014
|
6,498
|
|
3.73
|
%
|
|
2015
|
6,250
|
|
3.74
|
%
|
|
2016
|
6,046
|
|
3.75
|
%
|
|
2017
|
5,881
|
|
3.76
|
%
|
|
Thereafter
|
97,152
|
|
3.47
|
%
|
|
Total long-term borrowings
|
$
|
128,823
|
|
3.54
|
%
|
|
Preferred Stock
|
Common Stock
|
Treasury
Stock
|
|||
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 31, 2011
|
—
|
|
11,122,247
|
|
615,123
|
|
Changes related to stock-based compensation awards:
|
|
|
|
|||
Release of restricted common shares
|
|
|
14,552
|
|
4,270
|
|
Changes related to deferred compensation plan:
|
|
|
|
|||
Purchase of treasury stock
|
|
|
3,918
|
|
||
Reissuance of treasury stock
|
|
|
(8,897
|
)
|
||
Common shares issued under dividend reinvestment plan
|
|
18,849
|
|
|
||
Common shares issued under Board of Directors' compensation plan
|
|
—
|
|
(6,726
|
)
|
|
Shares at December 31, 2012
|
—
|
|
11,155,648
|
|
607,688
|
|
(Dollars in thousands)
|
Unrealized Gain (Loss) on Securities
|
Unrecognized Net Pension and Postretirement Costs
|
Accumulated Other Comprehensive Income (Loss)
|
||||||
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
|
|
Current period change, net of tax
|
(547
|
)
|
(211
|
)
|
(758
|
)
|
|||
Balance, December 31, 2012
|
$
|
6,892
|
|
$
|
(6,238
|
)
|
$
|
654
|
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||
(Dollars in thousands)
|
2012
|
2011
|
|
2012
|
2011
|
||||||||
Change in benefit obligation:
|
|
|
|
|
|
||||||||
Obligation at January 1
|
$
|
16,505
|
|
$
|
12,501
|
|
|
$
|
224
|
|
$
|
231
|
|
Interest cost
|
599
|
|
724
|
|
|
10
|
|
12
|
|
||||
Plan participants’ contributions
|
—
|
|
—
|
|
|
54
|
|
73
|
|
||||
Actuarial loss
|
1,863
|
|
5,175
|
|
|
42
|
|
11
|
|
||||
Benefit payments
|
(169
|
)
|
(205
|
)
|
|
(86
|
)
|
(103
|
)
|
||||
Settlements
|
(1,492
|
)
|
(1,690
|
)
|
|
—
|
|
—
|
|
||||
Obligation at December 31
|
$
|
17,306
|
|
$
|
16,505
|
|
|
$
|
244
|
|
$
|
224
|
|
Accumulated benefit obligation at December 31
|
$
|
17,306
|
|
$
|
16,505
|
|
|
$
|
—
|
|
$
|
—
|
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||
(Dollars in thousands)
|
2012
|
2011
|
|
2012
|
2011
|
||||||||
Change in plan assets:
|
|
|
|
|
|
||||||||
Fair value of plan assets at January 1
|
$
|
10,409
|
|
$
|
12,543
|
|
|
$
|
—
|
|
$
|
—
|
|
Actual return on plan assets
|
1,271
|
|
(239
|
)
|
|
—
|
|
—
|
|
||||
Employer contributions
|
—
|
|
—
|
|
|
32
|
|
30
|
|
||||
Plan participants’ contributions
|
—
|
|
—
|
|
|
54
|
|
73
|
|
||||
Benefit payments
|
(169
|
)
|
(205
|
)
|
|
(86
|
)
|
(103
|
)
|
||||
Settlements
|
(1,492
|
)
|
(1,690
|
)
|
|
—
|
|
—
|
|
||||
Fair value of plan assets at December 31
|
$
|
10,019
|
|
$
|
10,409
|
|
|
$
|
—
|
|
$
|
—
|
|
Funded status at December 31
|
$
|
(7,287
|
)
|
$
|
(6,096
|
)
|
|
$
|
(244
|
)
|
$
|
(224
|
)
|
Amounts recognized in Consolidated Balance Sheets:
|
|
|
|
|
|
||||||||
Accrued benefit liability
|
$
|
(7,287
|
)
|
$
|
(6,096
|
)
|
|
$
|
(244
|
)
|
$
|
(224
|
)
|
Net amount recognized
|
$
|
(7,287
|
)
|
$
|
(6,096
|
)
|
|
$
|
(244
|
)
|
$
|
(224
|
)
|
Amounts recognized in Accumulated Comprehensive Income (Loss):
|
|
|
|
|
|||||||||
Unrecognized prior service cost
|
$
|
—
|
|
$
|
—
|
|
|
$
|
2
|
|
$
|
3
|
|
Unrecognized net loss
|
6,260
|
|
6,032
|
|
|
15
|
|
42
|
|
||||
Total
|
$
|
6,260
|
|
$
|
6,032
|
|
|
$
|
17
|
|
$
|
45
|
|
Weighted-average assumptions at year-end:
|
|
|
|
|
|
||||||||
Discount rate
|
3.30
|
%
|
4.00
|
%
|
|
3.30
|
%
|
4.00
|
%
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||||||||
(Dollars in thousands)
|
2012
|
2011
|
2010
|
|
2012
|
2011
|
2010
|
||||||||||||
Service cost
|
$
|
—
|
|
$
|
—
|
|
$
|
750
|
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Interest cost
|
599
|
|
724
|
|
785
|
|
|
10
|
|
12
|
|
13
|
|
||||||
Expected return on plan assets
|
(756
|
)
|
(1,033
|
)
|
(1,149
|
)
|
|
—
|
|
—
|
|
—
|
|
||||||
Amortization of prior service cost (credit)
|
—
|
|
—
|
|
4
|
|
|
—
|
|
—
|
|
(3
|
)
|
||||||
Amortization of net loss (gain)
|
162
|
|
75
|
|
151
|
|
|
(2
|
)
|
(9
|
)
|
(9
|
)
|
||||||
Curtailment
|
—
|
|
—
|
|
23
|
|
|
—
|
|
—
|
|
—
|
|
||||||
Settlement of benefit obligation
|
835
|
|
815
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
||||||
Net periodic benefit cost
|
$
|
840
|
|
$
|
581
|
|
$
|
564
|
|
|
$
|
8
|
|
$
|
3
|
|
$
|
1
|
|
|
|
|
|
|
|
|
|
||||||||||||
Weighted-average assumptions:
|
|
|
|
|
|
|
|
||||||||||||
Discount rate
|
4.00
|
%
|
5.40
|
%
|
6.40
|
%
|
|
4.00
|
%
|
5.70
|
%
|
6.40
|
%
|
||||||
Expected return on plan assets
|
7.50
|
%
|
8.00
|
%
|
8.50
|
%
|
|
n/a
|
|
n/a
|
|
n/a
|
|
||||||
Rate of compensation increase
|
n/a
|
|
n/a
|
|
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)
|
||||||
December 31, 2012
|
|
|
|
|
|
||||||
Equity securities:
|
|
|
|
|
|
||||||
Common stock
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Mutual funds - equity
|
7,545
|
|
|
7,545
|
|
|
—
|
|
|||
Debt securities:
|
|
|
|
|
|
||||||
Mortgage-backed securities
|
157
|
|
|
—
|
|
|
157
|
|
|||
Municipal obligations
|
932
|
|
|
—
|
|
|
932
|
|
|||
Corporate bonds
|
363
|
|
|
363
|
|
|
—
|
|
|||
Mutual funds - taxable income
|
599
|
|
|
599
|
|
|
—
|
|
|||
Total fair value of pension assets
|
$
|
9,596
|
|
|
$
|
8,507
|
|
|
$
|
1,089
|
|
December 31, 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
|
$
|
9,899
|
|
|
$
|
9,033
|
|
|
$
|
866
|
|
(Dollars in thousands)
|
Pension Benefits
|
|
Postretirement Benefits
|
||||
2013
|
$
|
2,293
|
|
|
$
|
32
|
|
2014
|
2,276
|
|
|
32
|
|
||
2015
|
1,106
|
|
|
32
|
|
||
2016
|
1,143
|
|
|
32
|
|
||
2017
|
917
|
|
|
32
|
|
||
2018 to 2022
|
4,578
|
|
|
75
|
|
||
Total
|
$
|
12,313
|
|
|
$
|
235
|
|
|
|
2012
|
|
2011
|
|
2010
|
||||||||||||
(Dollars in thousands)
|
|
Amount
|
Rate
|
|
Amount
|
Rate
|
|
Amount
|
Rate
|
|||||||||
Income tax computed at statutory federal tax rate
|
|
$
|
10,469
|
|
35.0
|
%
|
|
$
|
5,890
|
|
34.3
|
%
|
|
$
|
1,956
|
|
34.0
|
%
|
Differences in rate resulting from:
|
|
|
|
|
|
|
|
|
|
|||||||||
Tax-exempt interest income
|
|
(565
|
)
|
(1.9
|
)%
|
|
(574
|
)
|
(3.4
|
)%
|
|
(808
|
)
|
(14.1
|
)%
|
|||
Investments in tax credit funds
|
|
(387
|
)
|
(1.3
|
)%
|
|
(497
|
)
|
(2.9
|
)%
|
|
(715
|
)
|
(12.4
|
)%
|
|||
Bank owned life insurance
|
|
(14
|
)
|
(0.1
|
)%
|
|
(44
|
)
|
(0.3
|
)%
|
|
(207
|
)
|
(3.6
|
)%
|
|||
Other, net
|
|
22
|
|
0.1
|
%
|
|
(179
|
)
|
(0.9
|
)%
|
|
(54
|
)
|
(0.9
|
)%
|
|||
Total income tax expense
|
|
$
|
9,525
|
|
31.8
|
%
|
|
$
|
4,596
|
|
26.8
|
%
|
|
$
|
172
|
|
3.0
|
%
|
(Dollars in thousands)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Current income tax
|
|
$
|
5,004
|
|
|
$
|
4,134
|
|
|
$
|
1,986
|
|
Deferred income tax (benefit)
|
|
4,521
|
|
|
462
|
|
|
(1,814
|
)
|
|||
Total income tax expense
|
|
$
|
9,525
|
|
|
$
|
4,596
|
|
|
$
|
172
|
|
(Dollars in thousands)
|
|
2012
|
|
2011
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Allowance for loan losses
|
|
$
|
7,526
|
|
|
$
|
8,833
|
|
Tax credit carryforward
|
|
4,607
|
|
|
6,412
|
|
||
Investments
|
|
3,632
|
|
|
3,628
|
|
||
Accrued employee benefits
|
|
3,421
|
|
|
3,026
|
|
||
Other
|
|
516
|
|
|
1,203
|
|
||
Total deferred tax assets
|
|
$
|
19,702
|
|
|
$
|
23,102
|
|
Deferred tax liabilities:
|
|
|
|
|
||||
Purchase accounting adjustments
|
|
5,460
|
|
|
4,733
|
|
||
Available-for-sale securities
|
|
3,711
|
|
|
4,005
|
|
||
Bank premises and equipment
|
|
1,536
|
|
|
1,478
|
|
||
Deferred loan income
|
|
1,442
|
|
|
1,398
|
|
||
Other
|
|
1,830
|
|
|
1,584
|
|
||
Total deferred tax liabilities
|
|
$
|
13,979
|
|
|
$
|
13,198
|
|
Net deferred tax asset
|
|
$
|
5,723
|
|
|
$
|
9,904
|
|
(Dollars in thousands, except per common share data)
|
2012
|
2011
|
2010
|
||||||
Distributed earnings allocated to common shareholders
|
$
|
4,770
|
|
$
|
3,167
|
|
$
|
4,209
|
|
Undistributed earnings allocated to common shareholders
|
15,494
|
|
8,019
|
|
(683
|
)
|
|||
Net earnings allocated to common shareholders
|
$
|
20,264
|
|
$
|
11,186
|
|
$
|
3,526
|
|
|
|
|
|
||||||
Weighted-average common shares outstanding
|
10,527,885
|
|
10,482,318
|
|
10,424,474
|
|
|||
Effect of potentially dilutive common shares
|
401
|
|
—
|
|
7,516
|
|
|||
Total weighted-average diluted common shares outstanding
|
10,528,286
|
|
10,482,318
|
|
10,431,990
|
|
|||
|
|
|
|
||||||
Earnings per common share:
|
|
|
|
||||||
Basic
|
$
|
1.92
|
|
$
|
1.07
|
|
$
|
0.34
|
|
Diluted
|
$
|
1.92
|
|
$
|
1.07
|
|
$
|
0.34
|
|
(Dollars in thousands)
|
2012
|
2011
|
||||
Home equity lines of credit
|
$
|
43,818
|
|
$
|
44,850
|
|
Unadvanced construction loans
|
11,839
|
|
10,023
|
|
||
Other loan commitments
|
113,868
|
|
135,110
|
|
||
Loan commitments
|
169,525
|
|
189,983
|
|
||
|
|
|
||||
Standby letters of credit
|
$
|
35,373
|
|
$
|
40,821
|
|
|
|
Number of Common Shares Subject to Options
|
|
Weighted-Average Exercise Price
|
|
Weighted-Average Remaining Contractual Life
|
|
Aggregate Intrinsic Value
|
||||||
Outstanding at January 1
|
|
150,602
|
|
|
$
|
25.55
|
|
|
|
|
|
|||
Expired
|
|
49,008
|
|
|
24.45
|
|
|
|
|
|
||||
Outstanding at December 31
|
|
101,594
|
|
|
$
|
26.09
|
|
|
1.6 years
|
|
$
|
—
|
|
|
Exercisable at December 31
|
|
101,594
|
|
—
|
|
$
|
26.09
|
|
|
1.6 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
|
4,043
|
|
0.2 years
|
$
|
21.71
|
|
$21.72
|
to
|
$23.58
|
28,993
|
|
0.2 years
|
22.32
|
|
|
$23.59
|
to
|
$25.94
|
2,792
|
|
1.6 years
|
25.41
|
|
|
$26.01
|
to
|
$27.74
|
25,710
|
|
1.7 years
|
27.03
|
|
|
$28.25
|
to
|
$28.26
|
18,573
|
|
3.0 years
|
28.25
|
|
|
$28.57
|
to
|
$30.00
|
21,483
|
|
2.2 years
|
29.09
|
|
|
Total
|
101,594
|
|
1.6 years
|
$
|
26.09
|
|
|
|
Number of Common Shares Subject to SARs
|
|
Weighted-
Average
Exercise
Price
|
|
Weighted-
Average
Remaining Contractual
Life
|
|
Aggregate Intrinsic
Value
|
|||||
Outstanding at January 1
|
|
29,075
|
|
|
$
|
25.85
|
|
|
|
|
|
||
Forfeited
|
|
6,226
|
|
|
25.43
|
|
|
|
|
|
|||
Outstanding at December 31
|
|
22,849
|
|
|
$
|
25.97
|
|
|
4.7 years
|
|
$
|
—
|
|
Exercisable at December 31
|
|
22,849
|
|
|
$
|
25.97
|
|
|
4.7 years
|
|
$
|
—
|
|
Exercise Price
|
Number of Common Shares Subject to SARs Outstanding & Exercisable
|
Weighted-
Average Remaining Contractual
Life
|
|
$23.26
|
2,000
|
|
4.6 years
|
$23.77
|
11,509
|
|
5.1 years
|
$29.25
|
9,340
|
|
4.1 years
|
Total
|
22,849
|
|
4.7 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
|
26,544
|
|
$
|
12.89
|
|
|
3,363
|
|
$
|
13.14
|
|
Awarded
|
60,628
|
|
17.53
|
|
|
15,360
|
|
16.76
|
|
||
Released
|
4,000
|
|
12.15
|
|
|
—
|
|
—
|
|
||
Forfeited
|
4,441
|
|
15.49
|
|
|
858
|
|
16.98
|
|
||
Outstanding at December 31
|
78,731
|
|
$
|
16.36
|
|
|
17,865
|
|
$
|
16.07
|
|
(Dollars in thousands)
|
2012
|
2011
|
2010
|
||||||
Total stock-based compensation
|
$
|
942
|
|
$
|
310
|
|
$
|
92
|
|
Recognized tax benefit
|
(330
|
)
|
(109
|
)
|
(32
|
)
|
|||
Net expense recognized
|
$
|
612
|
|
$
|
201
|
|
$
|
60
|
|
Condensed Balance Sheets
|
December 31,
|
|||||
(Dollars in thousands)
|
2012
|
2011
|
||||
Assets:
|
|
|
||||
Cash and due from other banks
|
$
|
50
|
|
$
|
50
|
|
Interest-bearing deposits in subsidiary bank
|
2,743
|
|
4,032
|
|
||
Receivable from subsidiary bank
|
482
|
|
4,032
|
|
||
Available-for-sale investment securities, at estimated fair value (amortized cost of $1,213 at December 31, 2012 and 2011, respectively)
|
4,106
|
|
3,254
|
|
||
Investments in subsidiaries:
|
|
|
||||
Bank
|
214,385
|
|
195,338
|
|
||
Non-bank
|
29,893
|
|
29,161
|
|
||
Other assets
|
866
|
|
1,223
|
|
||
Total assets
|
$
|
252,525
|
|
$
|
237,090
|
|
Liabilities:
|
|
|
||||
Accrued expenses and other liabilities
|
$
|
6,878
|
|
$
|
7,458
|
|
Long-term borrowings
|
23,919
|
|
—
|
|
||
Junior subordinated debentures held by subsidiary trust
|
—
|
|
22,975
|
|
||
Total liabilities
|
30,797
|
|
30,433
|
|
||
Preferred stockholders' equity
|
—
|
|
—
|
|
||
Common stockholders' equity
|
221,728
|
|
206,657
|
|
||
Total stockholders' equity
|
221,728
|
|
206,657
|
|
||
Total liabilities and stockholders' equity
|
$
|
252,525
|
|
$
|
237,090
|
|
Condensed Statements of Income
|
Year Ended December 31,
|
||||||||
(Dollars in thousands)
|
2012
|
2011
|
2010
|
||||||
Income:
|
|
|
|
||||||
Dividends from subsidiary bank
|
$
|
12,750
|
|
$
|
25,500
|
|
$
|
8,600
|
|
Dividends from non-bank subsidiary
|
—
|
|
—
|
|
950
|
|
|||
Net gain on securities transactions
|
273
|
|
—
|
|
16
|
|
|||
Net loss on other transactions
|
(1,033
|
)
|
—
|
|
—
|
|
|||
Interest and other income
|
205
|
|
175
|
|
366
|
|
|||
Total income
|
12,195
|
|
25,675
|
|
9,932
|
|
|||
Expenses:
|
|
|
|
||||||
Interest expense on junior subordinated debentures held by subsidiary trust
|
1,948
|
|
2,014
|
|
2,021
|
|
|||
Intercompany management fees
|
1,049
|
|
921
|
|
950
|
|
|||
Other expense
|
2,216
|
|
1,335
|
|
1,010
|
|
|||
Total expenses
|
5,213
|
|
4,270
|
|
3,981
|
|
|||
Income before federal income taxes and equity in undistributed earnings of subsidiaries
|
6,982
|
|
21,405
|
|
5,951
|
|
|||
Applicable income tax benefit
|
(2,127
|
)
|
(1,734
|
)
|
(1,354
|
)
|
|||
Equity in (excess dividends from) undistributed earnings of subsidiaries
|
11,276
|
|
(10,584
|
)
|
(1,724
|
)
|
|||
Net income
|
$
|
20,385
|
|
$
|
12,555
|
|
$
|
5,581
|
|
Statements of Cash Flows
|
Year Ended December 31,
|
||||||||
(Dollars in thousands)
|
2012
|
2011
|
2010
|
||||||
Operating activities
|
|
|
|
||||||
Net income
|
$
|
20,385
|
|
$
|
12,555
|
|
$
|
5,581
|
|
Adjustment to reconcile net income to cash provided by operations:
|
|
|
|
||||||
(Equity in) excess dividends from undistributed earnings of subsidiaries
|
(11,276
|
)
|
10,584
|
|
1,724
|
|
|||
Gain on investment securities
|
(273
|
)
|
—
|
|
(16
|
)
|
|||
Loss on debt extinguishment
|
1,033
|
|
—
|
|
—
|
|
|||
Other, net
|
(663
|
)
|
2,534
|
|
447
|
|
|||
Net cash provided by operating activities
|
9,206
|
|
25,673
|
|
7,736
|
|
|||
Investing activities
|
|
|
|
||||||
Net proceeds from sales and maturities of investment securities
|
273
|
|
25
|
|
171
|
|
|||
Investment in subsidiaries
|
(9,815
|
)
|
—
|
|
—
|
|
|||
Change in receivable from subsidiary
|
3,814
|
|
(3,451
|
)
|
(15
|
)
|
|||
Net cash (used in) provided by investing activities
|
(5,728
|
)
|
(3,426
|
)
|
156
|
|
|||
Financing activities
|
|
|
|
||||||
Proceeds from long-term borrowings
|
24,000
|
|
—
|
|
—
|
|
|||
Repurchase of preferred shares
|
—
|
|
(39,000
|
)
|
—
|
|
|||
Redemption of junior subordinated debentures
|
(23,668
|
)
|
—
|
|
—
|
|
|||
Preferred stock dividends
|
—
|
|
(1,232
|
)
|
(1,950
|
)
|
|||
Purchase of treasury stock
|
(1,357
|
)
|
(187
|
)
|
(181
|
)
|
|||
Proceeds from issuance of common stock
|
6
|
|
10
|
|
447
|
|
|||
Cash dividends paid
|
(4,457
|
)
|
(3,922
|
)
|
(3,822
|
)
|
|||
Excess tax benefit for share based payments
|
709
|
|
—
|
|
4
|
|
|||
Net cash used in financing activities
|
(4,767
|
)
|
(44,331
|
)
|
(5,502
|
)
|
|||
Net (decrease) increase in cash and cash equivalents
|
(1,289
|
)
|
(22,084
|
)
|
2,390
|
|
|||
Cash and cash equivalents at the beginning of year
|
4,082
|
|
26,166
|
|
23,776
|
|
|||
Cash and cash equivalents at the end of year
|
$
|
2,793
|
|
$
|
4,082
|
|
$
|
26,166
|
|
Supplemental cash flow information:
|
|
|
|
||||||
Interest paid
|
$
|
2,246
|
|
$
|
1,981
|
|
$
|
1,980
|
|
|
|
2012
|
||||||||||||||
(Dollars in thousands, except per share data)
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
Total interest income
|
|
$
|
17,612
|
|
|
$
|
17,341
|
|
|
$
|
16,942
|
|
|
$
|
17,575
|
|
Total interest expense
|
|
4,180
|
|
|
3,729
|
|
|
3,621
|
|
|
3,465
|
|
||||
Net interest income
|
|
13,432
|
|
|
13,612
|
|
|
13,321
|
|
|
14,110
|
|
||||
Recovery of loan losses
|
|
(2,137
|
)
|
|
(1,120
|
)
|
|
(956
|
)
|
|
(503
|
)
|
||||
Net loss on asset disposals and other transactions
|
|
(3,062
|
)
|
|
(43
|
)
|
|
(161
|
)
|
|
(1,060
|
)
|
||||
Net gain on investment securities
|
|
3,163
|
|
|
—
|
|
|
112
|
|
|
273
|
|
||||
Other income
|
|
9,082
|
|
|
8,498
|
|
|
8,572
|
|
|
8,819
|
|
||||
Intangible asset amortization
|
|
107
|
|
|
109
|
|
|
134
|
|
|
159
|
|
||||
FDIC insurance
|
|
309
|
|
|
223
|
|
|
257
|
|
|
213
|
|
||||
Other expenses
|
|
14,600
|
|
|
15,354
|
|
|
15,275
|
|
|
16,734
|
|
||||
Income tax expense
|
|
3,079
|
|
|
2,471
|
|
|
2,310
|
|
|
1,665
|
|
||||
Net income
|
|
6,657
|
|
|
5,030
|
|
|
4,824
|
|
|
3,874
|
|
||||
Preferred dividends
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net income available to common shareholders
|
|
$
|
6,657
|
|
|
$
|
5,030
|
|
|
$
|
4,824
|
|
|
$
|
3,874
|
|
Earnings per common share - Basic
|
|
$
|
0.63
|
|
|
$
|
0.47
|
|
|
$
|
0.45
|
|
|
$
|
0.36
|
|
Earnings per common share - Diluted
|
|
$
|
0.63
|
|
|
$
|
0.47
|
|
|
$
|
0.45
|
|
|
$
|
0.36
|
|
Weighted-average common shares outstanding - Basic
|
|
10,513,388
|
|
|
10,524,429
|
|
|
10,530,800
|
|
|
10,542,810
|
|
||||
Weighted-average common shares outstanding - Diluted
|
|
10,513,388
|
|
|
10,524,429
|
|
|
10,530,876
|
|
|
10,542,810
|
|
|
|
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 (recovery of) loan losses
|
|
5,311
|
|
|
2,295
|
|
|
865
|
|
|
(473
|
)
|
||||
Net gain (loss) on asset disposals and other transactions
|
|
60
|
|
|
(556
|
)
|
|
389
|
|
|
(809
|
)
|
||||
Net gain on investment securities
|
|
360
|
|
|
56
|
|
|
57
|
|
|
—
|
|
||||
Other income
|
|
8,374
|
|
|
7,891
|
|
|
8,391
|
|
|
8,288
|
|
||||
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
|
|
(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.
|
(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, 2012 and 2011
|
|
Consolidated Statements of Income for each of the three years in the period ended December 31, 2012
|
|
Consolidated Statements of Comprehensive Income for each of the three years in the period ended December 31, 2012
|
|
Consolidated Statements of Stockholders’ Equity for each of the three years in the period ended December 31, 2012
|
|
Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2012
|
|
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, 2013
|
|
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
|
|
2/28/2013
|
|
Charles W. Sulerzyski
|
|
|
|
|
|
|
|
|
|
|
|
/s/ EDWARD G. SLOANE
|
|
Executive Vice President, Chief Financial Officer
|
|
2/28/2013
|
|
Edward G. Sloane
|
|
and Treasurer (Principal Financial and Accounting Officer)
|
|
|
|
|
|
|
|
|
|
/s/ TARA M. ABRAHAM*
|
|
Director
|
|
2/28/2013
|
|
Tara M. Abraham
|
|
|
|
|
|
|
|
|
|
|
|
/s/ CARL L. BAKER, JR.*
|
|
Director
|
|
2/28/2013
|
|
Carl L. Baker, Jr.
|
|
|
|
|
|
|
|
|
|
|
|
/s/ GEORGE W. BROUGHTON*
|
|
Director
|
|
2/28/2013
|
|
George W. Broughton
|
|
|
|
|
|
|
|
|
|
|
|
/s/ RICHARD FERGUSON*
|
|
Chairman of the Board and Director
|
|
2/28/2013
|
|
Richard Ferguson
|
|
|
|
|
|
|
|
|
|
|
|
/s/ JAMES S. HUGGINS*
|
|
Director
|
|
2/28/2013
|
|
James S. Huggins
|
|
|
|
|
|
|
|
|
|
|
|
/s/ BRENDA F. JONES, M.D.*
|
|
Director
|
|
2/28/2013
|
|
Brenda F. Jones, M.D.
|
|
|
|
|
|
|
|
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/s/ DAVID L. MEAD*
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Director
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2/28/2013
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David L. Mead
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/s/ SUSAN D. RECTOR*
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Director
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2/28/2013
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Susan D. Rector
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/s/ THEODORE P. SAUBER*
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Director
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2/28/2013
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Theodore P. Sauber
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/s/ THOMAS J. WOLF*
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Director
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2/28/2013
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Thomas J. Wolf
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*
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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 28th day of February, 2013.
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By:
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/s/ CHARLES W. SULERZYSKI
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Charles W. Sulerzyski
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President and Chief Executive Officer
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Attorney-in-Fact
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PEOPLES BANCORP INC. ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2012
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||||
Exhibit
Number
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Description
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Exhibit Location
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3.1(a)
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Amended Articles of Incorporation of Peoples Bancorp Inc. (as filed with the Ohio Secretary of State on May 3, 1993)
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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)
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3.1(b)
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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)
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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”)
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3.1(c)
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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)
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Incorporated herein by reference to Exhibit 3(a)(3) to Peoples’ 1997 Form 10-K
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3.1(d)
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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)
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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”)
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3.1(e)
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Certificate of Amendment by Shareholders to the Amended Articles of Incorporation of Peoples Bancorp Inc. (as filed with the Ohio Secretary of State on January 22, 2009)
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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)
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3.1(f)
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Certificate of Amendment by Directors 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.
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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)
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3.1(g)
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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]
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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) (“Peoples’ 2008 Form 10-K”)
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3.2(a)
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Code of Regulations of Peoples Bancorp Inc.
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Incorporated herein by reference to Exhibit 3(b) to Peoples’ Registration Statement on Form 8-B filed July 20, 1993 (File No. 0-16772)
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3.2(b)
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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
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Incorporated herein by reference to Exhibit 3(c) to Peoples’ March 31, 2003 Form 10-Q
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3.2(c)
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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
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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)
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3.2(d)
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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
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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)
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3.2(e)
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Certificate regarding adoption of an amendment to Section 2.01 of Peoples Bancorp Inc.'s Code of Regulations by shareholders on April 22, 2010
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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")
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Exhibit
Number
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Description
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Exhibit Location
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10.36
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Form of Peoples Bancorp Inc. Amended and Restated 2006 Equity Plan Time-Based Restricted Stock Agreement for executives used and to be used to evidence awards of time-based restricted stock granted to executives of Peoples Bancorp Inc. *
|
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Incorporated herein by reference to Exhibit 10.43 to Peoples’ 2011 Form 10-K
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10.37
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Form of Peoples Bancorp Inc. Amended and Restated 2006 Equity Plan Time-Based Restricted Stock Agreement for employees used and to be used to evidence awards of time-based restricted stock granted to employees of Peoples Bancorp Inc. *
|
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Incorporated herein by reference to Exhibit 10.44 to Peoples’ 2011 Form 10-K
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10.38
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Form of Peoples Bancorp Inc. Amended and Restated 2006 Equity Plan Time-Based Restricted Stock Award Agreement for executives used and to be used to evidence awards of time-based restricted stock granted to executives of Peoples Bancorp Inc.*
|
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Incorporated herein by reference to Exhibit 10.1 to Peoples’ September 30, 2012 Form 10-Q
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21
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Subsidiaries of Peoples Bancorp Inc.
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Filed herewith
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23
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Consent of Independent Registered Public Accounting Firm - Ernst & Young LLP.
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Filed herewith
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24
|
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Powers of Attorney of Directors and Executive Officers of Peoples Bancorp Inc.
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Filed herewith
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31.1
|
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Rule 13a-14(a)/15d-14(a) Certifications [President and Chief Executive Officer]
|
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Filed herewith
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|
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31.2
|
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Rule 13a-14(a)/15d-14(a) Certifications [Executive Vice President, Chief Financial Officer and Treasurer]
|
|
Filed herewith
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32
|
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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
|
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|
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101.INS
|
|
XBRL Instance Document
|
|
Submitted electronically herewith #
|
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101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
Submitted electronically herewith #
|
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101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
Submitted electronically herewith #
|
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101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
Submitted electronically herewith #
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101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
Submitted electronically herewith #
|
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101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
Submitted electronically herewith #
|
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|
|
*Management Compensation Plan or Agreement
|
||||
|
|
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|
|
# Attached as Exhibit 101 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2012 of Peoples Bancorp Inc. are the following documents formatted in XBRL (eXtensive Business Reporting Language): (i) Consolidated Balance Sheets at December 31, 2012 and December 31, 2011; (ii) Consolidated Statements of Income for the years ended December 31, 2012, 2011 and 2010; (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2012, 2011 and 2010; (iv) Consolidated Statements of Stockholders' Equity for the years ended December 31, 2012, 2011 and 2010; (v) Consolidated Statements of Cash Flows for the years ended December 31, 2012, 2011 and 2010; and (vi) 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, 2012 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.
|
Subsidiaries of Peoples Bancorp Inc.
|
|
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|
|
The following are the only subsidiaries of Peoples Bancorp Inc.:
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|
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Name of Subsidiary
|
|
Jurisdiction of
Incorporation or Organization
|
|
Peoples Bank, National Association (“Peoples Bank”)
|
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United States
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|
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Peoples Insurance Agency, LLC (“Peoples Insurance”)
|
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Ohio
|
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PBNA, L.L.C.
|
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Delaware
|
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Peoples Investment Company
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Delaware
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Peoples Capital Corporation
|
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Delaware
|
|
1)
|
Registration Statements (Form S-8, No. 33-1803 and Form S-8, No. 333-108383) related to the Peoples Bancorp Inc. Retirement Savings Plan,
|
|
2)
|
Registration Statement (Form S-8, No. 33-67878) related to the Amended and Restated 1993 Stock Option Plan of Peoples Bancorp Inc.,
|
|
3)
|
Registration Statement (Form S-8, No. 33-59569) related to the Peoples Bancorp Inc. 1995 Stock Option Plan,
|
|
4)
|
Registration Statements (Form S-8, No. 333-43629 and Form S-8, No. 333-179897) related to 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) related to the Peoples Bancorp Inc. 1998 Stock Option Plan,
|
|
6)
|
Registration Statement (Form S-8, No. 333-86246) related to the Peoples Bancorp Inc. 2002 Stock Option Plan,
|
|
7)
|
Registration Statement (Form S-8, No. 333-136383) related to 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. 333-181687) related to Peoples Bancorp Inc.'s shelf registration of common shares, preferred shares, depository shares, debt securities, warrants and units.
|
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/s/ Ernst & Young LLP
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|
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/s/
|
TARA M. ABRAHAM
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|
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[Signature]
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Tara M. Abraham
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[Printed Name]
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/s/
|
ANNE GILLILAND
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Notary Public
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|
ANNE GILLILAND, Notary Public
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|
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[Seal]
|
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In and For The State of Ohio
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|
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My Commission Expires April 9, 2013
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/s/
|
CARL BAKER, JR.
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|
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[Signature]
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|
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Carl Baker, Jr.
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[Printed Name]
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/s/
|
BETH WORTHINGTON
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Notary Public
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|
BETH WORTHINGTON, 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 23, 2017
|
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/s/
|
GEORGE W. BROUGHTON
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|
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[Signature]
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|
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George W. Broughton
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|
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[Printed Name]
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/s/
|
ANNE GILLILAND
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|
Notary Public
|
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|
ANNE GILLILAND, Notary Public
|
|
|
[Seal]
|
|
In and For The State of Ohio
|
|
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|
|
My Commission Expires April 9, 2013
|
|
|
/s/
|
RICHARD FERGUSON
|
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|
|
[Signature]
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|
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Richard Ferguson
|
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|
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[Printed Name]
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/s/
|
ANNE GILLILAND
|
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Notary Public
|
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|
|
ANNE GILLILAND, Notary Public
|
|
|
[Seal]
|
|
In and For The State of Ohio
|
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|
|
My Commission Expires April 9, 2013
|
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/s/
|
JAMES S. HUGGINS
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[Signature]
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James S. Huggins
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[Printed Name]
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/s/
|
ANNE GILLILAND
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Notary Public
|
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|
ANNE GILLILAND, Notary Public
|
|
|
[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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/s/
|
BRENDA F. JONES
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[Signature]
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Brenda F. Jones
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[Printed Name]
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/s/
|
BETH WORTHINGTON
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Notary Public
|
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|
BETH WORTHINGTON, Notary Public
|
|
|
[Seal]
|
|
In and For The State of Ohio
|
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|
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My Commission Expires April 23, 2017
|
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/s/
|
DAVID L. MEAD
|
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|
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[Signature]
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David L. Mead
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[Printed Name]
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/s/
|
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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/s/
|
SUSAN D. RECTOR
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[Signature]
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Susan D. Rector
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[Printed Name]
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/s/
|
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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/s/
|
THOMAS J. WOLF
|
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[Signature]
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Thomas J. Wolf
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[Printed Name]
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/s/
|
ANNE GILLILAND
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Notary Public
|
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|
ANNE GILLILAND, Notary Public
|
|
|
[Seal]
|
|
In and For The State of Ohio
|
|
|
|
|
My Commission Expires April 9, 2013
|
|
1.
|
I have reviewed this Annual Report on Form 10-K for the fiscal year ended
December 31, 2012
, of Peoples Bancorp Inc.;
|
2.
|
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;
|
3.
|
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;
|
4.
|
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:
|
a.
|
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;
|
b.
|
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;
|
c.
|
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
|
d.
|
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
|
5.
|
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):
|
a.
|
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
|
b.
|
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.
|
|
|
|
|
|
Date:
|
February 28, 2013
|
|
By:/s/
|
CHARLES W. SULERZYSKI
|
|
|
|
|
Charles W. Sulerzyski
|
|
|
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this Annual Report on Form 10-K for the fiscal year ended
December 31, 2012
, of Peoples Bancorp Inc.;
|
2.
|
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;
|
3.
|
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;
|
4.
|
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:
|
a.
|
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;
|
b.
|
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;
|
c.
|
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
|
d.
|
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
|
5.
|
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):
|
a.
|
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
|
b.
|
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.
|
|
|
|
|
|
Date:
|
February 28, 2013
|
|
By:/s/
|
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, 2013
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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, 2013
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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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