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 prohibition on the payment of interest on commercial 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;
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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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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 (although the cap is not applicable to Peoples Bank, it may have an adverse effect on Peoples Bank as the debit cards issued by Peoples Bank and other smaller banks, which have higher interchange fees, may become less competitive);
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new capital regulations have been adopted as discussed below in the section captioned "Capital Adequacy and Prompt Corrective Action"; 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 provided to a non-affiliate.
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higher minimum capital requirements, including a new common equity tier 1 capital ratio of 4.5% and criteria instruments must meet in order to be considered common equity tier 1 capital; a tier 1 capital ratio of 6.0%; the retention of a total capital ratio of 8.0%; and a minimum leverage ratio of 4.0%;
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stricter eligibility criteria for regulatory capital instruments;
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restrictions on the payment of capital distributions, including dividends, and certain discretionary bonus payments to executive officers, if the organization does not hold a capital conservation buffer of greater than 2.5% composed of common equity tier 1 capital above its minimum risk-based capital requirements, or if its eligible retained income is negative in that quarter and its capital conservation buffer ratio was less than 2.5% at the beginning of the quarter;
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replacement of the external credit ratings approach to standards of creditworthiness with a simplified supervisory formula approach, implementing the requirements of Sectin 939A of the Dodd-Frank Act;
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stricter limitations on the extent to which mortgage servicing assets, deferred tax assets and significant investments in unconsolidated financial institutions may be included in common equity tier 1 capital and the risk weight to be assigned to any amounts of such assets not deducted; and
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increased risk weights for past-due loans, certain commercial real estate loans and some equity exposures, and selected other changes in risk weights and credit conversion factors.
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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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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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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 to absorb potential losses in its loan portfolio.
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Changes in accounting standards, policies, estimates or procedures may 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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Peoples is exposed to operational risk.
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Peoples depends upon the accuracy and completeness of information about customers and counterparties.
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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
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2013
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Fourth Quarter
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$
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24.00
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$
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20.11
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$
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0.14
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Third Quarter
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23.81
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20.02
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0.14
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Second Quarter
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22.34
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19.30
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0.14
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First Quarter
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22.65
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20.00
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0.12
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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
|
17.84
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14.59
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0.11
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Period
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Total Number of Common Shares Purchased
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Average Price Paid per Share
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Total Number of Common Shares Purchased as Part of Publicly Announced Plans or Programs
(1)
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Maximum
Number of Common Shares that May Yet Be Purchased Under the Plans or Programs
(1)
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|||||
October 1 – 31, 2013
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—
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$
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—
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—
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—
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November 1 – 30, 2013
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905
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(2)
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$
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22.45
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(2)
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—
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—
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December 1 – 31, 2013
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170
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(2)
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$
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23.67
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(2)
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—
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—
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Total
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1,075
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$
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22.64
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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 2013.
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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, as amended by the First Amendment thereto.
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At December 31,
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|||||||||||||||||
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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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2013
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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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53.21
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$
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88.68
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$
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86.70
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$
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122.45
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$
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138.37
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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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129.26
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$
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151.94
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$
|
152.42
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$
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177.46
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$
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236.88
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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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98.65
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$
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109.85
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|
$
|
81.92
|
|
$
|
110.37
|
|
$
|
150.79
|
|
|
|
At December 31,
|
|||||||||||||||||
|
|
2008
|
2009
|
2010
|
2011
|
2012
|
2013
|
||||||||||||
Peoples Bancorp Inc.
|
|
$
|
100.00
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|
$
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53.21
|
|
$
|
88.68
|
|
$
|
86.70
|
|
$
|
122.45
|
|
$
|
138.37
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|
NASDAQ Stocks (U.S. Companies)
|
|
$
|
100.00
|
|
$
|
143.74
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|
$
|
170.17
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|
$
|
171.08
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$
|
202.40
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$
|
281.91
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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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84.30
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$
|
100.68
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$
|
90.16
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|
$
|
105.38
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|
$
|
150.84
|
|
|
At or For the Year Ended December 31,
|
||||||||||||||
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2013
|
2012
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2011
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2010
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2009
|
||||||||||
Operating Data
|
|
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|
||||||||||
Total interest income
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$
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67,071
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$
|
69,470
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|
$
|
75,133
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|
$
|
89,335
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|
$
|
102,105
|
|
Total interest expense
|
11,686
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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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|||||
Net interest income
|
55,385
|
|
54,475
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|
53,979
|
|
59,902
|
|
61,843
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|||||
(Recovery of) provision for loan losses
|
(4,410
|
)
|
(4,716
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)
|
7,998
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|
26,916
|
|
25,721
|
|
|||||
Net impairment losses on investment securities
|
—
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|
—
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|
—
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|
(1,786
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)
|
(7,707
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)
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|||||
Net gain (loss) on investment securities and other
transactions
|
334
|
|
(778
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)
|
(443
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)
|
(39
|
)
|
1,343
|
|
|||||
Total non-interest income
|
37,220
|
|
34,971
|
|
32,944
|
|
31,634
|
|
32,050
|
|
|||||
FDIC insurance expense
|
1,036
|
|
1,002
|
|
1,867
|
|
2,470
|
|
3,442
|
|
|||||
Other expense
|
67,229
|
|
62,472
|
|
59,464
|
|
54,572
|
|
55,240
|
|
|||||
Preferred dividends (a)
|
—
|
|
—
|
|
1,343
|
|
2,052
|
|
1,876
|
|
|||||
Net income available to common shareholders
|
$
|
17,574
|
|
$
|
20,385
|
|
$
|
11,212
|
|
$
|
3,529
|
|
$
|
2,314
|
|
Balance Sheet Data
|
|
|
|
|
|
||||||||||
Total investment securities
|
680,526
|
|
709,085
|
|
669,228
|
|
641,307
|
|
751,866
|
|
|||||
Loans, net of deferred fees and costs
|
1,196,234
|
|
985,172
|
|
938,506
|
|
960,718
|
|
1,052,058
|
|
|||||
Allowance for loan losses
|
17,065
|
|
17,811
|
|
23,717
|
|
26,766
|
|
27,257
|
|
|||||
Total intangible assets
|
77,603
|
|
68,525
|
|
64,475
|
|
64,870
|
|
65,599
|
|
|||||
Total assets
|
$
|
2,059,108
|
|
$
|
1,918,050
|
|
$
|
1,794,161
|
|
$
|
1,837,985
|
|
$
|
2,001,827
|
|
Non-interest-bearing deposits
|
409,891
|
|
317,071
|
|
239,837
|
|
215,069
|
|
198,000
|
|
|||||
Total retail interest-bearing deposits
|
1,121,826
|
|
1,119,633
|
|
1,047,189
|
|
1,059,066
|
|
1,095,466
|
|
|||||
Brokered certificates of deposits
|
49,041
|
|
55,599
|
|
64,054
|
|
87,465
|
|
102,420
|
|
|||||
Short-term borrowings
|
113,590
|
|
47,769
|
|
51,643
|
|
51,509
|
|
76,921
|
|
|||||
Long-term borrowings
|
121,826
|
|
128,823
|
|
142,312
|
|
157,703
|
|
246,113
|
|
|||||
Junior subordinated debentures held by subsidiary trust
|
—
|
|
—
|
|
22,600
|
|
22,565
|
|
22,530
|
|
|||||
Preferred stockholders' equity (a)
|
—
|
|
—
|
|
—
|
|
38,645
|
|
38,543
|
|
|||||
Common stockholders' equity
|
221,553
|
|
221,728
|
|
206,657
|
|
192,036
|
|
205,425
|
|
|||||
Tangible assets (b)
|
1,981,505
|
|
1,849,525
|
|
1,729,686
|
|
1,773,115
|
|
1,936,228
|
|
|||||
Tangible equity (b)
|
143,950
|
|
153,203
|
|
142,182
|
|
165,811
|
|
178,369
|
|
|||||
Tangible common equity (b)
|
$
|
143,950
|
|
$
|
153,203
|
|
$
|
142,182
|
|
$
|
127,166
|
|
$
|
139,826
|
|
Per Common Share Data
|
|
|
|
|
|
||||||||||
Earnings per common share – basic
|
$
|
1.65
|
|
$
|
1.92
|
|
$
|
1.07
|
|
$
|
0.34
|
|
$
|
0.22
|
|
Earnings per common share – diluted
|
1.63
|
|
1.92
|
|
1.07
|
|
0.34
|
|
0.22
|
|
|||||
Cash dividends declared per share
|
0.54
|
|
0.45
|
|
0.30
|
|
0.40
|
|
0.66
|
|
|||||
Book value per share (c)
|
20.89
|
|
21.02
|
|
19.67
|
|
18.36
|
|
19.80
|
|
|||||
Tangible book value per share (b) (c)
|
$
|
13.57
|
|
$
|
14.52
|
|
$
|
13.53
|
|
$
|
12.16
|
|
$
|
13.48
|
|
Weighted-average number of common shares outstanding –
basic
|
10,581,222
|
|
10,527,885
|
|
10,482,318
|
|
10,424,474
|
|
10,363,975
|
|
|||||
Weighted-average number of common shares outstanding –
diluted
|
10,679,417
|
|
10,528,286
|
|
10,482,318
|
|
10,431,990
|
|
10,374,792
|
|
|||||
Common shares outstanding at end of period
|
10,605,782
|
|
10,547,960
|
|
10,507,124
|
|
10,457,327
|
|
10,374,637
|
|
|
At or For the Year Ended December 31,
|
|||||||||
|
2013
|
2012
|
2011
|
2010
|
2009
|
|||||
SIGNIFICANT RATIOS
|
|
|
|
|
|
|||||
Return on average stockholders' equity
|
7.92
|
%
|
9.52
|
%
|
5.72
|
%
|
2.33
|
%
|
1.80
|
%
|
Return on average common stockholders' equity
|
7.92
|
|
9.52
|
|
5.61
|
|
1.76
|
|
1.17
|
|
Return on average assets
|
0.91
|
|
1.11
|
|
0.69
|
|
0.28
|
|
0.21
|
|
Net interest margin
|
3.25
|
|
3.39
|
|
3.43
|
|
3.51
|
|
3.48
|
|
Efficiency ratio (d)
|
71.90
|
|
69.55
|
|
68.98
|
|
60.30
|
|
60.14
|
|
Pre-provision net revenue to total average assets (e)
|
1.26
|
|
1.41
|
|
1.41
|
|
1.76
|
|
1.74
|
|
Average stockholders' equity to average assets
|
11.48
|
|
11.63
|
|
12.12
|
|
12.20
|
|
11.50
|
|
Average loans to average deposits
|
70.79
|
|
68.23
|
|
69.86
|
|
73.01
|
|
77.97
|
|
Dividend payout ratio
|
33.20
|
%
|
23.58
|
%
|
28.35
|
%
|
119.33
|
%
|
298.23
|
%
|
ASSET QUALITY RATIOS
|
|
|
|
|
|
|||||
Nonperforming loans as a percent of total loans (c)(f)
|
0.73
|
%
|
1.50
|
%
|
3.26
|
%
|
4.26
|
%
|
3.31
|
%
|
Nonperforming assets as a percent of total assets (c)(f)
|
0.47
|
|
0.82
|
|
1.84
|
|
2.48
|
|
2.06
|
|
Nonperforming assets as a percent of total loans and other real
estate owned (c)(f)
|
0.81
|
|
1.58
|
|
3.49
|
|
4.70
|
|
3.89
|
|
Allowance for loan losses as a percent of loans, net of deferred fees
and costs (c)
|
1.43
|
|
1.81
|
|
2.53
|
|
2.79
|
|
2.59
|
|
Allowance for loan losses as a percent of nonperforming loans (c)(f)
|
194.13
|
|
119.75
|
|
77.18
|
|
65.09
|
|
78.12
|
|
(Recovery of) provision for loan losses as a percent of average total
loans
|
(0.42
|
)
|
(0.49
|
)
|
0.84
|
|
2.61
|
|
2.35
|
|
Net (recoveries) charge-offs as a percent of average total loans
|
(0.35
|
)%
|
0.12
|
%
|
1.16
|
%
|
2.66
|
%
|
1.96
|
%
|
CAPITAL RATIOS (c)
|
|
|
|
|
|
|||||
Tier 1 common
|
12.42
|
%
|
14.06
|
%
|
12.82
|
%
|
11.59
|
%
|
10.58
|
%
|
Tier 1
|
12.42
|
|
14.06
|
|
14.86
|
|
16.91
|
|
15.49
|
|
Total (Tier 1 and Tier 2)
|
13.78
|
|
15.43
|
|
16.20
|
|
18.24
|
|
16.80
|
|
Tier 1 leverage
|
8.52
|
|
8.83
|
|
9.45
|
|
10.63
|
|
10.06
|
|
Tangible equity to tangible assets (b)
|
7.26
|
|
8.28
|
|
8.22
|
|
9.35
|
|
9.21
|
|
Tangible common equity to tangible assets (b)
|
7.26
|
%
|
8.28
|
%
|
8.22
|
%
|
7.17
|
%
|
7.22
|
%
|
(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 included immediately following Item 9B of this Form 10-K.
|
(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, asset disposals and other transactions).
|
(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)
|
the success, impact, and timing of the implementation of Peoples' business strategies, including the successful integration of the recently completed acquisitions, the expansion of consumer lending activity and rebranding efforts;
|
(2)
|
Peoples' ability to complete and, if completed, successfully integrate future acquisitions, including the pending merger of Midwest with and into Peoples;
|
(3)
|
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;
|
(4)
|
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;
|
(5)
|
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;
|
(6)
|
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;
|
(7)
|
legislative or regulatory changes or actions, including in particular the Dodd-Frank Act and the regulations promulgated and to be promulgated thereunder by the OCC, the Federal Reserve Board and the CFPB, 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)
|
deterioration in the credit quality of Peoples' loan portfolio, which may adversely impact the provision for loan losses;
|
(9)
|
changes in accounting standards, policies, estimates or procedures, which may adversely affect Peoples' reported financial condition or results of operations;
|
(10)
|
adverse changes in the conditions and trends in the financial markets, including political developments, which may adversely affect the fair value of securities within Peoples' investment portfolio and interest rate sensitivity of Peoples' consolidated balance sheet;
|
(11)
|
changes in stock market prices, which may adversely impact income from Peoples' brokerage, asset and wealth management businesses;
|
(12)
|
Peoples' ability to receive dividends from its subsidiaries;
|
(13)
|
Peoples' ability to maintain required capital levels and adequate sources of funding and liquidity;
|
(14)
|
the impact of larger or similar sized financial institutions encountering problems, which may adversely affect the banking industry and/or Peoples' business generation and retention, funding and liquidity;
|
(15)
|
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;
|
(16)
|
Peoples' ability to secure confidential information through the use of computer systems and telecommunications networks, including those of Peoples' third-party vendors and other service providers,
|
(17)
|
the overall adequacy of Peoples' risk management program; and
|
(18)
|
other risk factors relating to the banking industry or Peoples as detailed from time to time in Peoples’ reports filed with the SEC, including those risk factors included in the disclosure under "ITEM 1A. RISK FACTORS" of this Form 10-K.
|
◦
|
On January 21, 2014, Peoples announced that it entered into an Agreement and Plan of Merger dated January 21, 2014 (the "Midwest Agreement") with Midwest Bancshares, Inc. (“Midwest”). The Midwest Agreement calls for Midwest to merge into Peoples, and for Midwest's wholly-owned subsidiary, First National Bank of Wellston, which operates two full-service branches in Wellston and Jackson, Ohio, to merge into Peoples' wholly-owned subsidiary, Peoples Bank. Under the terms of the Midwest Agreement, shareholders of Midwest will receive $65.50 per share, or $12.6 million total value, with between 50% and 75% of the total consideration to be paid in Peoples' common stock and the remainder to be paid in cash, with the actual mix to be based on the elections of the shareholders of Midwest and subject to proration. The exchange ratio for the stock component of the transaction will be determined based on the Peoples' average closing stock price during the 20 consecutive trading days immediately preceding the closing of the transaction.
|
◦
|
At the close of business on October 11, 2013, Peoples Bank completed the acquisition of Ohio Commerce Bank ("Ohio Commerce") and its single full-service office in Beachwood, Ohio. Under the terms of the agreement, Peoples Bank paid $13.75 in cash for each share of Ohio Commerce common stock for a total cash consideration of $16.5 million. The acquisition added $96.6 million of loans and $110.9 million of deposits. Management expects this transaction to be accretive to Peoples' earnings starting in 2014 as one-time acquisition costs more than offset the incremental 2013 earnings. This transaction is more fully described in Note 18 of the Notes to the Consolidated Financial Statements.
|
◦
|
On January 2, 2013, Peoples Insurance acquired a commercial insurance agency office and related customer accounts in the Pikeville, Kentucky area (the "Pikeville Acquisition"). On April 5, 2013, Peoples Insurance acquired McNelly Insurance and Consulting Agency, LLC and related customer accounts in Jackson, Ohio. On May 15, 2013, Peoples Insurance acquired two additional insurance agency offices and related customer accounts in Jackson, Ohio. These acquisitions are expected to help Peoples maintain revenue diversity by continuing to grow the fee-based businesses. These transactions are more fully described in Note 18 of the Notes to the Consolidated Financial Statements.
|
◦
|
In 2013, Peoples incurred $1.5 million of acquisition-related expenses, compared to $641,000 in 2012, which were primarily fees for legal costs, other professional services, deconversion costs and write-offs associated with assets acquired. There were no acquisition-related expenses incurred in 2011.
|
◦
|
During 2013, Peoples took steps to reduce its investment in bank-owned life insurance ("BOLI") contracts and redeploy the funds in order to enhance long-term shareholder return. The first action was a $5.2 million partial withdrawal of the original premium paid, which was completed in May 2013. The next action was a request for a
|
◦
|
The BOLI Surrender proceeds initially were redeployed into Peoples Bank's investment portfolio, while the long-term goal is to ultimately use the proceeds to fund future loan growth. This redeployment is expected to increase Peoples' annual net interest income by at least $1 million. The BOLI Surrender caused Peoples to incur a $2.2 million federal income tax liability in 2013 for the gain associated with the policies surrendered.
|
◦
|
Peoples periodically has taken actions to reduce interest rate exposure within the investment portfolio and the entire balance sheet, such as the sale of low yielding investment securities and repayment of high-cost borrowings. During the first quarter of 2013, Peoples sold $68.8 million of investment securities, primarily low yielding or volatile residential mortgage-backed securities. The proceeds from these sales were reinvested in investment securities during 2013. Peoples intends to use the cash flow generated from the investment portfolio to fund loan growth.
|
◦
|
During 2013, Peoples increased the quarterly dividend declared to common shareholders by 17%. The dividend declared in the first quarter of 2013 and fourth quarter of 2012 was $0.12 per common share, and the dividend declared in the second and third quarters of 2013 was $0.14 per common share. On January 23, 2014, Peoples declared a quarterly dividend to common shareholders of $0.15 per common share, representing a 7% increase over the fourth quarter 2013 dividend of $0.14 per common share.
|
◦
|
As described in Note 12 of the Notes to the Consolidated Financial Statements, Peoples incurred settlement charges of $270,000 during 2013 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 third quarter. Settlement charges of $835,000 and $815,000 were recognized during 2012 and 2011, respectively.
|
◦
|
On December 19, 2012, Peoples repaid the entire $30.9 million aggregate outstanding principal amount of its Series A and Series B Junior Subordinated Debentures and the proceeds were used by PEBO Capital Trust I to redeem 22,975 Series B 8.62% Capital Securities having an aggregate liquidation amount of $23.0 million, held by institutional investors, as well as 928 outstanding Common Securities and 7,025 Series B 8.62% Capital Securities, having an aggregate liquidation amount of $8.0 million, held by Peoples (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 $24.0 million of the repayment with a term note from an unaffiliated financial institution at a significantly lower interest rate, and the balance with cash on hand. As a result of the Trust Preferred Redemption, Peoples realized interest expense savings of approximately $1.1 million in 2013.
|
◦
|
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. Peoples incurred costs throughout 2013 associated with the brand revitalization, including marketing due to advertisements, and depreciation expense for new assets related to the $5 million branch renovation project.
|
◦
|
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 recoveries of loan losses of $4.4 million in 2013 and $4.7 million in 2012.
|
◦
|
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 a 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
|
◦
|
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. In December 2013, the Federal Reserve Board announced plans to taper its quantitative easing efforts. 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 late 2011 through 2012, while moderate steepening occurred in the second half of 2009, late 2010 and mid 2013.
|
|
2013
|
|
2012
|
|
2011
|
|||||||||||||||||||||
(
Dollars in thousands)
|
Average Balance
|
Income/ Expense
|
Yield/Cost
|
|
Average Balance
|
Income/ Expense
|
Yield/Cost
|
|
Average Balance
|
Income/ Expense
|
Yield/Cost
|
|||||||||||||||
Short-term investments
|
$
|
16,154
|
|
$
|
94
|
|
0.59
|
%
|
|
$
|
9,705
|
|
$
|
20
|
|
0.21
|
%
|
|
$
|
11,522
|
|
$
|
24
|
|
0.21
|
%
|
Other long-term investments
|
743
|
|
2
|
|
0.27
|
%
|
|
—
|
|
—
|
|
—
|
%
|
|
—
|
|
—
|
|
—
|
%
|
||||||
Investment Securities (1):
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Taxable
|
646,884
|
|
17,026
|
|
2.63
|
%
|
|
645,249
|
|
19,961
|
|
3.09
|
%
|
|
631,112
|
|
24,332
|
|
3.86
|
%
|
||||||
Nontaxable (2)
|
50,487
|
|
2,461
|
|
4.87
|
%
|
|
40,190
|
|
2,206
|
|
5.49
|
%
|
|
38,653
|
|
2,385
|
|
6.17
|
%
|
||||||
Total investment securities
|
697,371
|
|
19,487
|
|
2.79
|
%
|
|
685,439
|
|
22,167
|
|
3.23
|
%
|
|
669,765
|
|
26,717
|
|
3.99
|
%
|
||||||
Loans (3):
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Commercial
|
636,156
|
|
29,225
|
|
4.59
|
%
|
|
618,846
|
|
29,672
|
|
4.79
|
%
|
|
616,970
|
|
30,375
|
|
4.92
|
%
|
||||||
Real estate (4)
|
289,022
|
|
13,320
|
|
4.61
|
%
|
|
252,647
|
|
12,982
|
|
5.14
|
%
|
|
246,878
|
|
13,111
|
|
5.31
|
%
|
||||||
Consumer
|
121,193
|
|
6,143
|
|
5.18
|
%
|
|
95,673
|
|
5,716
|
|
5.97
|
%
|
|
87,103
|
|
6,039
|
|
6.93
|
%
|
||||||
Total loans
|
1,046,371
|
|
48,688
|
|
4.66
|
%
|
|
967,166
|
|
48,370
|
|
5.00
|
%
|
|
950,951
|
|
49,525
|
|
5.21
|
%
|
||||||
Less: Allowance for loan losses
|
(17,935
|
)
|
|
|
|
(21,473
|
)
|
|
|
|
(27,259
|
)
|
|
|
||||||||||||
Net loans
|
1,028,436
|
|
48,688
|
|
4.73
|
%
|
|
945,693
|
|
48,370
|
|
5.11
|
%
|
|
923,692
|
|
49,525
|
|
5.36
|
%
|
||||||
Total earning assets
|
1,742,704
|
|
68,271
|
|
3.92
|
%
|
|
1,640,837
|
|
70,557
|
|
4.30
|
%
|
|
1,604,979
|
|
76,266
|
|
4.75
|
%
|
||||||
Intangible assets
|
72,420
|
|
|
|
|
65,881
|
|
|
|
|
64,621
|
|
|
|
||||||||||||
Other assets
|
117,243
|
|
|
|
|
134,571
|
|
|
|
|
141,479
|
|
|
|
||||||||||||
Total assets
|
$
|
1,932,367
|
|
|
|
|
$
|
1,841,289
|
|
|
|
|
$
|
1,811,079
|
|
|
|
|||||||||
Deposits:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Savings accounts
|
$
|
200,190
|
|
$
|
107
|
|
0.05
|
%
|
|
$
|
162,055
|
|
$
|
90
|
|
0.06
|
%
|
|
$
|
132,365
|
|
$
|
166
|
|
0.13
|
%
|
Government deposit accounts
|
146,955
|
|
642
|
|
0.44
|
%
|
|
151,877
|
|
937
|
|
0.62
|
%
|
|
147,688
|
|
1,528
|
|
1.04
|
%
|
||||||
Interest-bearing demand accounts
|
125,984
|
|
101
|
|
0.08
|
%
|
|
113,022
|
|
117
|
|
0.10
|
%
|
|
101,094
|
|
164
|
|
0.16
|
%
|
||||||
Money market accounts
|
259,226
|
|
379
|
|
0.15
|
%
|
|
255,345
|
|
423
|
|
0.17
|
%
|
|
262,374
|
|
760
|
|
0.29
|
%
|
||||||
Brokered deposits
|
51,287
|
|
1,871
|
|
3.65
|
%
|
|
56,451
|
|
1,996
|
|
3.54
|
%
|
|
70,417
|
|
2,308
|
|
3.28
|
%
|
||||||
Retail certificates of deposit
|
358,918
|
|
3,952
|
|
1.10
|
%
|
|
404,872
|
|
5,496
|
|
1.36
|
%
|
|
419,226
|
|
9,004
|
|
2.15
|
%
|
||||||
Total interest-bearing deposits
|
1,142,560
|
|
7,052
|
|
0.62
|
%
|
|
1,143,622
|
|
9,059
|
|
0.79
|
%
|
|
1,133,164
|
|
13,930
|
|
1.23
|
%
|
||||||
Borrowed Funds:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Short-term FHLB advances
|
44,127
|
|
55
|
|
0.16
|
%
|
|
13,240
|
|
17
|
|
0.12
|
%
|
|
5,525
|
|
5
|
|
0.08
|
%
|
||||||
Retail repurchase agreements
|
37,167
|
|
59
|
|
0.12
|
%
|
|
37,401
|
|
57
|
|
0.15
|
%
|
|
41,589
|
|
98
|
|
0.23
|
%
|
||||||
Total short-term borrowings
|
81,294
|
|
114
|
|
0.14
|
%
|
|
50,641
|
|
74
|
|
0.14
|
%
|
|
47,114
|
|
103
|
|
0.22
|
%
|
||||||
Long-term FHLB advances
|
64,004
|
|
2,167
|
|
3.39
|
%
|
|
68,041
|
|
2,305
|
|
3.39
|
%
|
|
84,193
|
|
2,895
|
|
3.44
|
%
|
||||||
Wholesale repurchase agreements
|
40,000
|
|
1,471
|
|
3.68
|
%
|
|
44,208
|
|
1,610
|
|
3.58
|
%
|
|
65,000
|
|
2,247
|
|
3.41
|
%
|
||||||
Other borrowings
|
22,096
|
|
882
|
|
3.94
|
%
|
|
22,729
|
|
1,947
|
|
8.62
|
%
|
|
22,583
|
|
1,979
|
|
8.64
|
%
|
||||||
Total long-term borrowings
|
126,100
|
|
4,520
|
|
3.57
|
%
|
|
134,978
|
|
5,862
|
|
4.27
|
%
|
|
171,776
|
|
7,121
|
|
4.11
|
%
|
||||||
Total borrowed funds
|
207,394
|
|
4,634
|
|
2.23
|
%
|
|
185,619
|
|
5,936
|
|
3.17
|
%
|
|
218,890
|
|
7,224
|
|
3.27
|
%
|
||||||
Total interest-bearing liabilities
|
1,349,954
|
|
11,686
|
|
0.86
|
%
|
|
1,329,241
|
|
14,995
|
|
1.13
|
%
|
|
1,352,054
|
|
21,154
|
|
1.56
|
%
|
||||||
Non-interest-bearing deposits
|
335,637
|
|
|
|
|
273,893
|
|
|
|
|
228,093
|
|
|
|
||||||||||||
Other liabilities
|
24,865
|
|
|
|
|
|
24,037
|
|
|
|
|
|
11,435
|
|
|
|
|
|||||||||
Total liabilities
|
1,710,456
|
|
|
|
|
1,627,171
|
|
|
|
|
1,591,582
|
|
|
|
||||||||||||
Preferred equity
|
—
|
|
|
|
|
—
|
|
|
|
|
19,492
|
|
|
|
||||||||||||
Common equity
|
221,911
|
|
|
|
|
|
214,118
|
|
|
|
|
|
200,005
|
|
|
|
|
|||||||||
Total stockholders’ equity
|
221,911
|
|
|
|
|
|
214,118
|
|
|
|
|
|
219,497
|
|
|
|
|
|||||||||
Total liabilities and stockholders’ equity
|
$
|
1,932,367
|
|
|
|
|
|
$
|
1,841,289
|
|
|
|
|
|
$
|
1,811,079
|
|
|
|
|
||||||
Interest rate spread
|
|
$
|
56,585
|
|
3.06
|
%
|
|
|
$
|
55,562
|
|
3.17
|
%
|
|
|
$
|
55,112
|
|
3.19
|
%
|
||||||
Net interest margin
|
3.25
|
%
|
|
|
|
3.39
|
%
|
|
|
|
3.43
|
%
|
(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 2012 to 2013
|
|
Changes from 2011 to 2012
|
||||||||||||||||
Increase (decrease) in:
|
Rate
|
Volume
|
Total
(1)
|
|
Rate
|
Volume
|
Total
(1)
|
||||||||||||
INTEREST INCOME:
|
|
|
|
|
|
|
|
||||||||||||
Short-term investments
|
$
|
54
|
|
$
|
20
|
|
$
|
74
|
|
|
$
|
—
|
|
$
|
(4
|
)
|
$
|
(4
|
)
|
Other long-term investments
|
—
|
|
2
|
|
2
|
|
|
—
|
|
—
|
|
—
|
|
||||||
Investment Securities:
(2)
|
|
|
|
|
|
|
|
||||||||||||
Taxable
|
(2,985
|
)
|
50
|
|
(2,935
|
)
|
|
(4,905
|
)
|
534
|
|
(4,371
|
)
|
||||||
Nontaxable
|
(266
|
)
|
521
|
|
255
|
|
|
(271
|
)
|
92
|
|
(179
|
)
|
||||||
Total investment income
|
(3,251
|
)
|
571
|
|
(2,680
|
)
|
|
(5,176
|
)
|
626
|
|
(4,550
|
)
|
||||||
Loans
:
|
|
|
|
|
|
|
|
||||||||||||
Commercial
|
(1,250
|
)
|
803
|
|
(447
|
)
|
|
(795
|
)
|
92
|
|
(703
|
)
|
||||||
Real estate
|
(1,421
|
)
|
1,759
|
|
338
|
|
|
(431
|
)
|
302
|
|
(129
|
)
|
||||||
Consumer
|
(867
|
)
|
1,294
|
|
427
|
|
|
(883
|
)
|
560
|
|
(323
|
)
|
||||||
Total loan income
|
(3,538
|
)
|
3,856
|
|
318
|
|
|
(2,109
|
)
|
954
|
|
(1,155
|
)
|
||||||
Total interest income
|
(6,735
|
)
|
4,449
|
|
(2,286
|
)
|
|
(7,285
|
)
|
1,576
|
|
(5,709
|
)
|
||||||
INTEREST EXPENSE:
|
|
|
|
|
|
|
|
||||||||||||
Deposits:
|
|
|
|
|
|
|
|
||||||||||||
Savings accounts
|
(4
|
)
|
21
|
|
17
|
|
|
(107
|
)
|
31
|
|
(76
|
)
|
||||||
Government deposit accounts
|
(266
|
)
|
(29
|
)
|
(295
|
)
|
|
(633
|
)
|
42
|
|
(591
|
)
|
||||||
Interest-bearing demand accounts
|
(28
|
)
|
12
|
|
(16
|
)
|
|
(65
|
)
|
18
|
|
(47
|
)
|
||||||
Money market accounts
|
(50
|
)
|
6
|
|
(44
|
)
|
|
(317
|
)
|
(20
|
)
|
(337
|
)
|
||||||
Brokered certificates of deposit
|
62
|
|
(187
|
)
|
(125
|
)
|
|
172
|
|
(484
|
)
|
(312
|
)
|
||||||
Retail certificates of deposit
|
(964
|
)
|
(580
|
)
|
(1,544
|
)
|
|
(3,209
|
)
|
(299
|
)
|
(3,508
|
)
|
||||||
Total deposit cost
|
(1,250
|
)
|
(757
|
)
|
(2,007
|
)
|
|
(4,159
|
)
|
(712
|
)
|
(4,871
|
)
|
||||||
Borrowed funds:
|
|
|
|
|
|
|
|
||||||||||||
Short-term borrowings
|
3
|
|
37
|
|
40
|
|
|
(28
|
)
|
(1
|
)
|
(29
|
)
|
||||||
Long-term borrowings
|
(978
|
)
|
(364
|
)
|
(1,342
|
)
|
|
19
|
|
(1,278
|
)
|
(1,259
|
)
|
||||||
Total borrowed funds cost
|
(975
|
)
|
(327
|
)
|
(1,302
|
)
|
|
(9
|
)
|
(1,279
|
)
|
(1,288
|
)
|
||||||
Total interest expense
|
(2,225
|
)
|
(1,084
|
)
|
(3,309
|
)
|
|
(4,168
|
)
|
(1,991
|
)
|
(6,159
|
)
|
||||||
Net interest income
|
$
|
(4,510
|
)
|
$
|
5,533
|
|
$
|
1,023
|
|
|
$
|
(3,117
|
)
|
$
|
3,567
|
|
$
|
450
|
|
(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)
|
2013
|
2012
|
2011
|
||||||
Net interest income, as reported
|
$
|
55,385
|
|
$
|
54,475
|
|
$
|
53,979
|
|
Taxable equivalent adjustments
|
1,200
|
|
1,087
|
|
1,133
|
|
|||
Fully tax-equivalent net interest income
|
$
|
56,585
|
|
$
|
55,562
|
|
$
|
55,112
|
|
(Dollars in thousands)
|
2013
|
2012
|
2011
|
||||||
Provision for checking account overdrafts
|
$
|
356
|
|
$
|
294
|
|
$
|
418
|
|
(Recovery of) provision for other loan losses
|
(4,766
|
)
|
(5,010
|
)
|
7,580
|
|
|||
Net (recovery of) provision for loan losses
|
$
|
(4,410
|
)
|
$
|
(4,716
|
)
|
$
|
7,998
|
|
As a percent of average total loans
|
(0.42
|
)%
|
(0.49
|
)%
|
0.84
|
%
|
(Dollars in thousands)
|
2013
|
2012
|
2011
|
||||||
Net loss on OREO
|
$
|
—
|
|
$
|
—
|
|
$
|
(1,395
|
)
|
Gain on loans held-for-sale
|
86
|
|
66
|
|
469
|
|
|||
Loss on debt extinguishment
|
—
|
|
(4,144
|
)
|
—
|
|
|||
Net (loss) gain on bank premises and equipment
|
(241
|
)
|
(261
|
)
|
10
|
|
|||
Bargain purchase gains
|
—
|
|
13
|
|
—
|
|
|||
Net other losses
|
$
|
(155
|
)
|
$
|
(4,326
|
)
|
$
|
(916
|
)
|
(Dollars in thousands)
|
2013
|
2012
|
2011
|
||||||
Property and casualty insurance commissions
|
$
|
9,873
|
|
$
|
7,974
|
|
$
|
7,419
|
|
Performance-based commissions
|
804
|
|
1,026
|
|
944
|
|
|||
Life and health insurance commissions
|
1,227
|
|
526
|
|
624
|
|
|||
Credit life and A&H insurance commissions
|
90
|
|
122
|
|
158
|
|
|||
Other fees and charges
|
207
|
|
196
|
|
120
|
|
|||
Total insurance income
|
$
|
12,201
|
|
$
|
9,844
|
|
$
|
9,265
|
|
(Dollars in thousands)
|
2013
|
2012
|
2011
|
||||||
Overdraft and non-sufficient funds fees
|
$
|
7,233
|
|
$
|
7,481
|
|
$
|
8,153
|
|
Account maintenance fees
|
1,283
|
|
1,246
|
|
1,315
|
|
|||
Other fees and charges
|
248
|
|
238
|
|
297
|
|
|||
Total deposit account service charges
|
$
|
8,764
|
|
$
|
8,965
|
|
$
|
9,765
|
|
(Dollars in thousands)
|
2013
|
2012
|
2011
|
||||||
Fiduciary
|
$
|
5,103
|
|
$
|
4,557
|
|
$
|
4,293
|
|
Brokerage
|
2,019
|
|
1,572
|
|
1,255
|
|
|||
Total trust and investment income
|
$
|
7,122
|
|
$
|
6,129
|
|
$
|
5,548
|
|
(Dollars in thousands)
|
2013
|
2012
|
2011
|
||||||
Trust assets under management
|
$
|
1,000,171
|
|
$
|
888,134
|
|
$
|
821,659
|
|
Brokerage assets under management
|
474,384
|
|
404,320
|
|
262,196
|
|
|||
Total managed assets
|
$
|
1,474,555
|
|
$
|
1,292,454
|
|
$
|
1,083,855
|
|
Annual average
|
$
|
1,395,137
|
|
$
|
1,182,494
|
|
$
|
1,092,781
|
|
(Dollars in thousands)
|
2013
|
2012
|
2011
|
||||||
Base salaries and wages
|
$
|
24,028
|
|
$
|
21,076
|
|
$
|
21,320
|
|
Sales-based and incentive compensation
|
7,110
|
|
6,484
|
|
4,646
|
|
|||
Employee benefits
|
3,622
|
|
4,277
|
|
5,927
|
|
|||
Stock-based compensation
|
1,362
|
|
942
|
|
310
|
|
|||
Deferred personnel costs
|
(2,292
|
)
|
(1,884
|
)
|
(1,370
|
)
|
|||
Payroll taxes and other employment costs
|
2,642
|
|
2,531
|
|
2,793
|
|
|||
Total salaries and employee benefit costs
|
$
|
36,472
|
|
$
|
33,426
|
|
$
|
33,626
|
|
Full-time equivalent employees:
|
|
|
|
||||||
Actual at end of period
|
546
|
|
494
|
|
513
|
|
|||
Average during the period
|
531
|
|
499
|
|
535
|
|
(Dollars in thousands)
|
2013
|
2012
|
2011
|
||||||
Depreciation
|
$
|
2,581
|
|
$
|
2,212
|
|
$
|
1,967
|
|
Repairs and maintenance costs
|
1,739
|
|
1,467
|
|
1,614
|
|
|||
Net rent expense
|
925
|
|
866
|
|
891
|
|
|||
Property taxes, utilities and other costs
|
1,595
|
|
1,549
|
|
1,413
|
|
|||
Total net occupancy and equipment expense
|
$
|
6,840
|
|
$
|
6,094
|
|
$
|
5,885
|
|
(Dollars in thousands)
|
2013
|
2012
|
2011
|
2010
|
2009
|
||||||||||
|
|
|
|
|
|
||||||||||
Pre-Provision Net Revenue:
|
|
|
|
|
|
||||||||||
Income before income taxes
|
$
|
29,084
|
|
$
|
29,910
|
|
$
|
17,151
|
|
$
|
5,753
|
|
$
|
3,126
|
|
Add: provision for loan losses
|
—
|
|
—
|
|
7,998
|
|
26,916
|
|
25,721
|
|
|||||
Add: net loss on debt extinguishment
|
—
|
|
4,144
|
|
—
|
|
3,630
|
|
—
|
|
|||||
Add: net loss on loans held-for-sale and OREO
|
—
|
|
—
|
|
926
|
|
3,173
|
|
118
|
|
|||||
Add: net loss on securities transactions
|
—
|
|
—
|
|
—
|
|
1,786
|
|
7,707
|
|
|||||
Add: net loss on other assets
|
241
|
|
248
|
|
—
|
|
88
|
|
—
|
|
|||||
Less: recovery of loan losses
|
4,410
|
|
4,716
|
|
—
|
|
—
|
|
—
|
|
|||||
Less: net gain on loans held-for-sale and OREO
|
86
|
|
66
|
|
—
|
|
—
|
|
—
|
|
|||||
Less: net gain on securities transactions
|
489
|
|
3,548
|
|
473
|
|
6,852
|
|
1,446
|
|
|||||
Less: net gain on other assets
|
—
|
|
—
|
|
10
|
|
—
|
|
15
|
|
|||||
Pre-provision net revenue
|
$
|
24,340
|
|
$
|
25,972
|
|
$
|
25,592
|
|
$
|
34,494
|
|
$
|
35,211
|
|
|
|
|
|
|
|
||||||||||
Pre-provision net revenue
|
$
|
24,340
|
|
$
|
25,972
|
|
$
|
25,592
|
|
$
|
34,494
|
|
$
|
35,211
|
|
Total average assets
|
1,932,367
|
|
1,841,289
|
|
1,811,079
|
|
1,961,727
|
|
2,024,311
|
|
|||||
|
|
|
|
|
|
||||||||||
Pre-provision net revenue to total average assets
|
1.26
|
%
|
1.41
|
%
|
1.41
|
%
|
1.76
|
%
|
1.74
|
%
|
(Dollars in thousands)
|
2013
|
2012
|
2011
|
2010
|
2009
|
||||||||||
Residential
|
$
|
23,446
|
|
$
|
37,267
|
|
$
|
58,660
|
|
$
|
113,559
|
|
$
|
153,621
|
|
Commercial
|
—
|
|
—
|
|
1,288
|
|
26,090
|
|
24,188
|
|
|||||
Total fair value
|
$
|
23,446
|
|
$
|
37,267
|
|
$
|
59,948
|
|
$
|
139,649
|
|
$
|
177,809
|
|
Total amortized cost
|
$
|
22,926
|
|
$
|
36,395
|
|
$
|
59,148
|
|
$
|
136,997
|
|
$
|
177,370
|
|
Net unrealized gain
|
$
|
520
|
|
$
|
872
|
|
$
|
800
|
|
$
|
2,652
|
|
$
|
439
|
|
(Dollars in thousands)
|
2013
|
2012
|
2011
|
2010
|
2009
|
||||||||||
Gross portfolio loans:
|
|
|
|
|
|
||||||||||
Commercial real estate, construction
|
$
|
47,539
|
|
$
|
34,265
|
|
$
|
30,577
|
|
$
|
27,595
|
|
$
|
41,906
|
|
Commercial real estate, other
|
450,170
|
|
378,073
|
|
410,352
|
|
425,528
|
|
466,148
|
|
|||||
Commercial real estate
|
497,709
|
|
412,338
|
|
440,929
|
|
453,123
|
|
508,054
|
|
|||||
Commercial and industrial
|
232,754
|
|
180,131
|
|
140,857
|
|
153,713
|
|
160,678
|
|
|||||
Residential real estate
|
268,617
|
|
233,841
|
|
219,619
|
|
219,833
|
|
240,949
|
|
|||||
Home equity lines of credit
|
60,076
|
|
51,053
|
|
47,790
|
|
48,525
|
|
49,593
|
|
|||||
Consumer
|
135,018
|
|
101,246
|
|
87,531
|
|
83,323
|
|
91,164
|
|
|||||
Deposit account overdrafts
|
2,060
|
|
6,563
|
|
1,780
|
|
2,201
|
|
1,620
|
|
|||||
Total portfolio loans
|
$
|
1,196,234
|
|
$
|
985,172
|
|
$
|
938,506
|
|
$
|
960,718
|
|
$
|
1,052,058
|
|
Average total loans
|
1,046,371
|
|
967,166
|
|
950,951
|
|
1,029,903
|
|
1,093,057
|
|
|||||
Average allowance for loan losses
|
(17,935
|
)
|
(21,473
|
)
|
(27,259
|
)
|
(29,597
|
)
|
(25,081
|
)
|
|||||
Average loans, net of average allowance
|
$
|
1,028,436
|
|
$
|
945,693
|
|
$
|
923,692
|
|
$
|
1,000,306
|
|
$
|
1,067,976
|
|
Percent of loans to total loans:
|
|
|
|
|
|
||||||||||
Commercial real estate, construction
|
4.0
|
%
|
3.5
|
%
|
3.3
|
%
|
2.9
|
%
|
4.0
|
%
|
|||||
Commercial real estate, other
|
37.6
|
%
|
38.4
|
%
|
43.7
|
%
|
44.2
|
%
|
44.2
|
%
|
|||||
Commercial real estate
|
41.6
|
%
|
41.9
|
%
|
47.0
|
%
|
47.1
|
%
|
48.2
|
%
|
|||||
Commercial and industrial
|
19.5
|
%
|
18.3
|
%
|
15.0
|
%
|
16.0
|
%
|
15.3
|
%
|
|||||
Residential real estate
|
22.5
|
%
|
23.7
|
%
|
23.4
|
%
|
22.9
|
%
|
22.9
|
%
|
|||||
Home equity lines of credit
|
5.0
|
%
|
5.2
|
%
|
5.1
|
%
|
5.1
|
%
|
4.7
|
%
|
|||||
Consumer
|
11.3
|
%
|
10.3
|
%
|
9.3
|
%
|
8.7
|
%
|
8.7
|
%
|
|||||
Deposit account overdrafts
|
0.1
|
%
|
0.6
|
%
|
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
|
$
|
341,183
|
|
$
|
330,721
|
|
$
|
275,715
|
|
$
|
250,691
|
|
$
|
227,855
|
|
(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
|
$
|
1,107
|
|
$
|
4
|
|
$
|
3,647
|
|
$
|
4,758
|
|
Variable
|
38,961
|
|
3,817
|
|
3
|
|
42,781
|
|
||||
Total
|
$
|
40,068
|
|
$
|
3,821
|
|
$
|
3,650
|
|
$
|
47,539
|
|
Commercial real estate, other:
|
|
|
|
|
||||||||
Fixed
|
$
|
15,216
|
|
$
|
107,482
|
|
$
|
45,262
|
|
$
|
167,960
|
|
Variable
|
184,672
|
|
90,783
|
|
6,755
|
|
282,210
|
|
||||
Total
|
$
|
199,888
|
|
$
|
198,265
|
|
$
|
52,017
|
|
$
|
450,170
|
|
Commercial and industrial:
|
|
|
|
|
||||||||
Fixed
|
$
|
4,416
|
|
$
|
43,296
|
|
$
|
28,145
|
|
$
|
75,857
|
|
Variable
|
154,818
|
|
2,079
|
|
—
|
|
156,897
|
|
||||
Total
|
$
|
159,234
|
|
$
|
45,375
|
|
$
|
28,145
|
|
$
|
232,754
|
|
(Dollars in thousands)
|
Outstanding Balance
|
Loan Commitments
|
Total Exposure
|
% of Total
|
|||||||
Commercial real estate, construction:
|
|
|
|
|
|||||||
Assisted living facilities and nursing homes
|
$
|
3,638
|
|
$
|
7,896
|
|
$
|
11,534
|
|
14.9
|
%
|
Residential property
|
1,481
|
|
5,055
|
|
6,536
|
|
8.4
|
%
|
|||
Apartment complexes
|
26,830
|
|
5,769
|
|
32,599
|
|
42.1
|
%
|
|||
Office buildings and complexes:
|
|
|
|
|
|||||||
Owner occupied
|
430
|
|
1,138
|
|
1,568
|
|
2.0
|
%
|
|||
Non-owner occupied
|
3
|
|
4,800
|
|
4,803
|
|
6.2
|
%
|
|||
Total office buildings and complexes
|
433
|
|
5,938
|
|
6,371
|
|
8.2
|
%
|
|||
Mixed commercial use facilities:
|
|
|
|
|
|
||||||
Owner occupied
|
46
|
|
1,682
|
|
1,728
|
|
2.2
|
%
|
|||
Non-owner occupied
|
2,883
|
|
27
|
|
2,910
|
|
3.8
|
%
|
|||
Total mixed commercial use facilities
|
2,929
|
|
1,709
|
|
4,638
|
|
6.0
|
%
|
|||
Day care facilities - owner occupied
|
1,778
|
|
715
|
|
2,493
|
|
3.2
|
%
|
|||
Restaurant facilities
|
3,672
|
|
—
|
|
3,672
|
|
4.7
|
%
|
|||
Other
|
6,778
|
|
2,841
|
|
9,619
|
|
12.5
|
%
|
|||
Total commercial real estate, construction
|
$
|
47,539
|
|
$
|
29,923
|
|
$
|
77,462
|
|
100.0
|
%
|
(Dollars in thousands)
|
Outstanding Balance
|
Loan Commitments
|
Total Exposure
|
% of Total
|
|||||||
Commercial real estate, other:
|
|
|
|
|
|||||||
Lodging and lodging related
|
$
|
58,827
|
|
$
|
—
|
|
$
|
58,827
|
|
12.9
|
%
|
Apartment complexes
|
51,544
|
|
55
|
|
51,599
|
|
11.3
|
%
|
|||
Office buildings and complexes:
|
|
|
|
|
|||||||
Owner occupied
|
13,334
|
|
84
|
|
13,418
|
|
2.9
|
%
|
|||
Non-owner occupied
|
26,248
|
|
247
|
|
26,495
|
|
5.8
|
%
|
|||
Total office buildings and complexes
|
39,582
|
|
331
|
|
39,913
|
|
8.7
|
%
|
|||
Light industrial facilities:
|
|
|
|
|
|||||||
Owner occupied
|
27,995
|
|
603
|
|
28,598
|
|
6.2
|
%
|
|||
Non-owner occupied
|
1,770
|
|
—
|
|
1,770
|
|
0.4
|
%
|
|||
Total light industrial facilities
|
29,765
|
|
603
|
|
30,368
|
|
6.6
|
%
|
|||
Retail facilities:
|
|
|
|
|
|||||||
Owner occupied
|
13,581
|
|
165
|
|
13,746
|
|
3.1
|
%
|
|||
Non-owner occupied
|
27,671
|
|
72
|
|
27,743
|
|
6.1
|
%
|
|||
Total retail facilities
|
41,252
|
|
237
|
|
41,489
|
|
9.2
|
%
|
|||
Assisted living facilities and nursing homes
|
46,636
|
|
258
|
|
46,894
|
|
10.3
|
%
|
|||
Mixed commercial use facilities:
|
|
|
|
|
|||||||
Owner occupied
|
22,201
|
|
1,078
|
|
23,279
|
|
5.1
|
%
|
|||
Non-owner occupied
|
18,752
|
|
251
|
|
19,003
|
|
4.2
|
%
|
|||
Total mixed commercial use facilities
|
40,953
|
|
1,329
|
|
42,282
|
|
9.3
|
%
|
|||
Day care facilities - owner occupied
|
16,268
|
|
—
|
|
16,268
|
|
3.6
|
%
|
|||
Health care facilities:
|
|
|
|
|
|||||||
Owner occupied
|
6,236
|
|
11
|
|
6,247
|
|
1.4
|
%
|
|||
Non-owner occupied
|
15,580
|
|
—
|
|
15,580
|
|
3.4
|
%
|
|||
Total health care facilities
|
21,816
|
|
11
|
|
21,827
|
|
4.8
|
%
|
|||
Restaurant facilities:
|
|
|
|
|
|||||||
Owner occupied
|
9,126
|
|
—
|
|
9,126
|
|
2.0
|
%
|
|||
Non-owner occupied
|
1,506
|
|
—
|
|
1,506
|
|
0.3
|
%
|
|||
Total restaurant facilities
|
10,632
|
|
—
|
|
10,632
|
|
2.3
|
%
|
|||
Other
|
92,895
|
|
2,870
|
|
95,765
|
|
21.0
|
%
|
|||
Total commercial real estate, other
|
$
|
450,170
|
|
$
|
5,694
|
|
$
|
455,864
|
|
100.0
|
%
|
(Dollars in thousands)
|
2013
|
2012
|
2011
|
2010
|
2009
|
||||||||||
Commercial real estate
|
$
|
13,215
|
|
$
|
14,215
|
|
$
|
18,947
|
|
$
|
21,806
|
|
$
|
22,125
|
|
Commercial and industrial
|
2,174
|
|
1,733
|
|
2,434
|
|
2,160
|
|
1,586
|
|
|||||
Total commercial
|
15,389
|
|
15,948
|
|
21,381
|
|
23,966
|
|
23,711
|
|
|||||
Residential real estate
|
881
|
|
801
|
|
1,119
|
|
1,400
|
|
1,619
|
|
|||||
Home equity lines of credit
|
343
|
|
479
|
|
541
|
|
431
|
|
528
|
|
|||||
Consumer
|
316
|
|
438
|
|
449
|
|
721
|
|
1,074
|
|
|||||
Deposit account overdrafts
|
136
|
|
145
|
|
227
|
|
248
|
|
325
|
|
|||||
Total allowance for loan losses
|
$
|
17,065
|
|
$
|
17,811
|
|
$
|
23,717
|
|
$
|
26,766
|
|
$
|
27,257
|
|
As a percent of loans, net of deferred fees and costs
|
1.43
|
%
|
1.81
|
%
|
2.53
|
%
|
2.79
|
%
|
2.59
|
%
|
(Dollars in thousands)
|
2013
|
2012
|
2011
|
2010
|
2009
|
||||||||||
Loans 90+ days past due and accruing:
|
|
|
|
|
|
||||||||||
Commercial real estate
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
164
|
|
Commercial and industrial
|
—
|
|
181
|
|
—
|
|
—
|
|
—
|
|
|||||
Residential real estate
|
37
|
|
—
|
|
—
|
|
27
|
|
238
|
|
|||||
Home equity lines of credit
|
873
|
|
1,050
|
|
708
|
|
645
|
|
506
|
|
|||||
Consumer
|
—
|
|
4
|
|
—
|
|
—
|
|
9
|
|
|||||
Total
|
910
|
|
1,235
|
|
708
|
|
672
|
|
917
|
|
|||||
Nonaccrual loans:
|
|
|
|
|
|
|
|||||||||
Commercial real estate, construction
|
96
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Commercial real estate
|
2,801
|
|
7,259
|
|
20,587
|
|
34,392
|
|
25,852
|
|
|||||
Commercial and industrial
|
708
|
|
627
|
|
2,262
|
|
1,714
|
|
2,884
|
|
|||||
Residential real estate
|
2,565
|
|
2,786
|
|
3,440
|
|
3,197
|
|
4,687
|
|
|||||
Home equity lines of credit
|
81
|
|
24
|
|
349
|
|
554
|
|
546
|
|
|||||
Consumer
|
58
|
|
20
|
|
—
|
|
—
|
|
3
|
|
|||||
Total
|
6,309
|
|
10,716
|
|
26,638
|
|
39,857
|
|
33,972
|
|
|||||
Troubled debt restructurings:
|
|
|
|
|
|
||||||||||
Commercial real estate
|
916
|
|
2,572
|
|
2,959
|
|
—
|
|
—
|
|
|||||
Residential real estate
|
650
|
|
350
|
|
425
|
|
593
|
|
—
|
|
|||||
Home equity lines of credit
|
6
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Total
|
1,572
|
|
2,922
|
|
3,384
|
|
593
|
|
—
|
|
|||||
Total nonperforming loans (NPLs)
|
8,791
|
|
14,873
|
|
30,730
|
|
41,122
|
|
34,889
|
|
|||||
Other real estate owned (OREO)
|
|
|
|
|
|
|
|||||||||
Commercial
|
465
|
|
815
|
|
2,194
|
|
4,280
|
|
6,087
|
|
|||||
Residential
|
428
|
|
21
|
|
—
|
|
215
|
|
226
|
|
|||||
Total
|
893
|
|
836
|
|
2,194
|
|
4,495
|
|
6,313
|
|
|||||
Total nonperforming assets (NPAs)
|
$
|
9,684
|
|
$
|
15,709
|
|
$
|
32,924
|
|
$
|
45,617
|
|
$
|
41,202
|
|
NPLs as a percent of total loans
|
0.73
|
%
|
1.50
|
%
|
3.26
|
%
|
4.26
|
%
|
3.31
|
%
|
|||||
NPAs as a percent of total assets
|
0.47
|
%
|
0.82
|
%
|
1.84
|
%
|
2.48
|
%
|
2.06
|
%
|
|||||
NPAs as a percent of total loans and OREO
|
0.81
|
%
|
1.58
|
%
|
3.49
|
%
|
4.70
|
%
|
3.89
|
%
|
|||||
Allowance for loan losses as a percent of NPLs
|
194.13
|
%
|
119.75
|
%
|
77.18
|
%
|
65.09
|
%
|
78.12
|
%
|
(Dollars in thousands)
|
2013
|
2012
|
2011
|
2010
|
2009
|
||||||||||
Interest-bearing deposits:
|
|
|
|
|
|
||||||||||
Retail certificates of deposit
|
$
|
363,226
|
|
$
|
392,313
|
|
$
|
411,247
|
|
$
|
430,886
|
|
$
|
480,512
|
|
Money market deposit accounts
|
275,801
|
|
288,404
|
|
264,873
|
|
284,382
|
|
260,842
|
|
|||||
Governmental deposit accounts
|
132,379
|
|
130,630
|
|
126,453
|
|
127,719
|
|
114,489
|
|
|||||
Savings accounts
|
215,802
|
|
183,499
|
|
138,383
|
|
119,572
|
|
147,745
|
|
|||||
Interest-bearing demand accounts
|
134,618
|
|
124,787
|
|
106,233
|
|
96,507
|
|
91,878
|
|
|||||
Total retail interest-bearing deposits
|
1,121,826
|
|
1,119,633
|
|
1,047,189
|
|
1,059,066
|
|
1,095,466
|
|
|||||
Brokered certificates of deposits
|
49,041
|
|
55,599
|
|
64,054
|
|
87,465
|
|
102,420
|
|
|||||
Total interest-bearing deposits
|
1,170,867
|
|
1,175,232
|
|
1,111,243
|
|
1,146,531
|
|
1,197,886
|
|
|||||
Non-interest-bearing deposits
|
409,891
|
|
317,071
|
|
239,837
|
|
215,069
|
|
198,000
|
|
|||||
Total deposits
|
$
|
1,580,758
|
|
$
|
1,492,303
|
|
$
|
1,351,080
|
|
$
|
1,361,600
|
|
$
|
1,395,886
|
|
(Dollars in thousands)
|
2013
|
2012
|
2011
|
2010
|
2009
|
||||||||||
3 months or less
|
$
|
44,476
|
|
$
|
55,579
|
|
$
|
71,193
|
|
$
|
36,719
|
|
$
|
60,882
|
|
Over 3 to 6 months
|
16,435
|
|
18,592
|
|
9,554
|
|
18,767
|
|
25,637
|
|
|||||
Over 6 to 12 months
|
24,118
|
|
26,749
|
|
16,362
|
|
54,833
|
|
35,412
|
|
|||||
Over 12 months
|
90,801
|
|
83,638
|
|
97,600
|
|
91,682
|
|
93,002
|
|
|||||
Total
|
$
|
175,830
|
|
$
|
184,558
|
|
$
|
194,709
|
|
$
|
202,001
|
|
$
|
214,933
|
|
(Dollars in thousands)
|
2013
|
2012
|
2011
|
2010
|
2009
|
||||||||||
Short-term borrowings:
|
|
|
|
|
|
||||||||||
FHLB advances
|
$
|
71,000
|
|
$
|
15,000
|
|
$
|
8,500
|
|
$
|
—
|
|
$
|
25,000
|
|
Retail repurchase agreements
|
42,590
|
|
32,769
|
|
43,143
|
|
51,509
|
|
51,921
|
|
|||||
Total short-term borrowings
|
113,590
|
|
47,769
|
|
51,643
|
|
51,509
|
|
76,921
|
|
|||||
Long-term borrowings:
|
|
|
|
|
|
||||||||||
FHLB advances
|
62,679
|
|
64,904
|
|
77,312
|
|
92,703
|
|
101,113
|
|
|||||
Callable national market repurchase agreements
|
40,000
|
|
40,000
|
|
65,000
|
|
65,000
|
|
145,000
|
|
|||||
Term note payable (parent company)
|
19,147
|
|
23,919
|
|
—
|
|
—
|
|
—
|
|
|||||
Total long-term borrowings
|
121,826
|
|
128,823
|
|
142,312
|
|
157,703
|
|
246,113
|
|
|||||
Subordinated debentures held by subsidiary trust
|
—
|
|
—
|
|
22,600
|
|
22,565
|
|
22,530
|
|
|||||
Total borrowed funds
|
$
|
235,416
|
|
$
|
176,592
|
|
$
|
216,555
|
|
$
|
231,777
|
|
$
|
345,564
|
|
(Dollars in thousands)
|
2013
|
2012
|
2011
|
2010
|
2009
|
||||||||||
Capital Amounts:
|
|
|
|
|
|
||||||||||
Tier 1 common
|
$
|
166,217
|
|
$
|
160,604
|
|
$
|
142,521
|
|
$
|
133,197
|
|
$
|
131,747
|
|
Tier 1
|
166,217
|
|
160,604
|
|
165,121
|
|
194,407
|
|
192,822
|
|
|||||
Total (Tier 1 and Tier 2)
|
184,457
|
|
176,224
|
|
180,053
|
|
209,738
|
|
209,144
|
|
|||||
Net risk-weighted assets
|
$
|
1,338,811
|
|
$
|
1,141,938
|
|
$
|
1,111,443
|
|
$
|
1,149,587
|
|
$
|
1,244,707
|
|
Capital Ratios:
|
|
|
|
|
|
||||||||||
Tier 1 common
|
12.42
|
%
|
14.06
|
%
|
12.82
|
%
|
11.59
|
%
|
10.58
|
%
|
|||||
Tier 1
|
12.42
|
%
|
14.06
|
%
|
14.86
|
%
|
16.91
|
%
|
15.49
|
%
|
|||||
Total (Tier 1 and Tier 2)
|
13.78
|
%
|
15.43
|
%
|
16.20
|
%
|
18.24
|
%
|
16.80
|
%
|
|||||
Tier 1 leverage
|
8.52
|
%
|
8.83
|
%
|
9.45
|
%
|
10.63
|
%
|
10.06
|
%
|
(Dollars in thousands)
|
2013
|
2012
|
2011
|
2010
|
2009
|
||||||||||
Tangible Equity:
|
|
|
|
|
|
||||||||||
Total stockholders' equity, as reported
|
$
|
221,553
|
|
$
|
221,728
|
|
$
|
206,657
|
|
$
|
230,681
|
|
$
|
243,968
|
|
Less: goodwill and other intangible assets
|
77,603
|
|
68,525
|
|
64,475
|
|
64,870
|
|
65,599
|
|
|||||
Tangible equity
|
$
|
143,950
|
|
$
|
153,203
|
|
$
|
142,182
|
|
$
|
165,811
|
|
$
|
178,369
|
|
|
|
|
|
|
|
||||||||||
Tangible Common Equity:
|
|
|
|
|
|
||||||||||
Tangible equity
|
$
|
143,950
|
|
$
|
153,203
|
|
$
|
142,182
|
|
$
|
165,811
|
|
$
|
178,369
|
|
Less: preferred stockholders' equity
|
—
|
|
—
|
|
—
|
|
38,645
|
|
38,543
|
|
|||||
Tangible common equity
|
$
|
143,950
|
|
$
|
153,203
|
|
$
|
142,182
|
|
$
|
127,166
|
|
$
|
139,826
|
|
|
|
|
|
|
|
||||||||||
Tangible Assets:
|
|
|
|
|
|
||||||||||
Total assets, as reported
|
$
|
2,059,108
|
|
$
|
1,918,050
|
|
$
|
1,794,161
|
|
$
|
1,837,985
|
|
$
|
2,001,827
|
|
Less: goodwill and other intangible assets
|
77,603
|
|
68,525
|
|
64,475
|
|
64,870
|
|
65,599
|
|
|||||
Tangible assets
|
$
|
1,981,505
|
|
$
|
1,849,525
|
|
$
|
1,729,686
|
|
$
|
1,773,115
|
|
$
|
1,936,228
|
|
|
|
|
|
|
|
||||||||||
Tangible Book Value per Share:
|
|
|
|
|
|
||||||||||
Tangible common equity
|
$
|
143,950
|
|
$
|
153,203
|
|
$
|
142,182
|
|
$
|
127,166
|
|
$
|
139,826
|
|
Common shares outstanding
|
10,605,782
|
|
10,547,960
|
|
10,507,124
|
|
10,457,327
|
|
10,374,637
|
|
|||||
|
|
|
|
|
|
||||||||||
Tangible book value per share
|
$
|
13.57
|
|
$
|
14.52
|
|
$
|
13.53
|
|
$
|
12.16
|
|
$
|
13.48
|
|
|
|
|
|
|
|
||||||||||
Tangible Equity to Tangible Assets Ratio:
|
|
|
|
|
|||||||||||
Tangible equity
|
$
|
143,950
|
|
$
|
153,203
|
|
$
|
142,182
|
|
$
|
165,811
|
|
$
|
178,369
|
|
Tangible assets
|
$
|
1,981,505
|
|
$
|
1,849,525
|
|
$
|
1,729,686
|
|
$
|
1,773,115
|
|
$
|
1,936,228
|
|
|
|
|
|
|
|
||||||||||
Tangible equity to tangible assets
|
7.26
|
%
|
8.28
|
%
|
8.22
|
%
|
9.35
|
%
|
9.21
|
%
|
|||||
|
|
|
|
|
|
||||||||||
Tangible Common Equity to Tangible Assets Ratio:
|
|
|
|
|
|||||||||||
Tangible common equity
|
$
|
143,950
|
|
$
|
153,203
|
|
$
|
142,182
|
|
$
|
127,166
|
|
$
|
139,826
|
|
Tangible assets
|
$
|
1,981,505
|
|
$
|
1,849,525
|
|
$
|
1,729,686
|
|
$
|
1,773,115
|
|
$
|
1,936,228
|
|
|
|
|
|
|
|
||||||||||
Tangible common equity to tangible assets
|
7.26
|
%
|
8.28
|
%
|
8.22
|
%
|
7.17
|
%
|
7.22
|
%
|
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, 2013
|
|
December 31, 2012
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||||||||||
300
|
$
|
5,473
|
|
|
8.9
|
%
|
|
$
|
9,688
|
|
19.6
|
%
|
|
$
|
(65,867
|
)
|
|
(24.8
|
)%
|
|
$
|
(20,348
|
)
|
(8.5
|
)%
|
200
|
4,494
|
|
|
7.3
|
%
|
|
8,627
|
|
17.5
|
%
|
|
(46,077
|
)
|
|
(17.4
|
)%
|
|
(3,888
|
)
|
(1.6
|
)%
|
||||
100
|
2,885
|
|
|
4.7
|
%
|
|
6,311
|
|
12.8
|
%
|
|
(23,910
|
)
|
|
(9.0
|
)%
|
|
7,344
|
|
3.1
|
%
|
Activity or Obligation
|
Note
|
Off-balance sheet credit-related financial instruments
|
15
|
Operating lease obligations
|
5
|
Long-term debt obligations
|
10
|
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)
|
2013
|
2012
|
||||
Assets
|
|
|
||||
Cash and cash equivalents:
|
|
|
||||
Cash and due from banks
|
$
|
36,016
|
|
$
|
47,256
|
|
Interest-bearing deposits in other banks
|
17,804
|
|
15,286
|
|
||
Total cash and cash equivalents
|
53,820
|
|
62,542
|
|
||
Available-for-sale investment securities, at fair value (amortized cost of $621,126 at December 31, 2013 and $628,584 at December 31, 2012)
|
606,108
|
|
639,185
|
|
||
Held-to-maturity investment securities, at amortized cost (fair value of $46,094 at December 31, 2013 and $47,124 at December 31, 2012)
|
49,222
|
|
45,275
|
|
||
Other investment securities, at cost
|
25,196
|
|
24,625
|
|
||
Total investment securities
|
680,526
|
|
709,085
|
|
||
Loans, net of deferred fees and costs
|
1,196,234
|
|
985,172
|
|
||
Allowance for loan losses
|
(17,065
|
)
|
(17,811
|
)
|
||
Net loans
|
1,179,169
|
|
967,361
|
|
||
Loans held for sale
|
1,688
|
|
6,546
|
|
||
Bank premises and equipment, net
|
29,809
|
|
27,013
|
|
||
Bank owned life insurance
|
1,880
|
|
51,229
|
|
||
Goodwill
|
70,520
|
|
64,881
|
|
||
Other intangible assets
|
7,083
|
|
3,644
|
|
||
Other assets
|
34,613
|
|
25,749
|
|
||
Total assets
|
$
|
2,059,108
|
|
$
|
1,918,050
|
|
Liabilities
|
|
|
||||
Deposits:
|
|
|
||||
Non-interest-bearing
|
$
|
409,891
|
|
$
|
317,071
|
|
Interest-bearing
|
1,170,867
|
|
1,175,232
|
|
||
Total deposits
|
1,580,758
|
|
1,492,303
|
|
||
Short-term borrowings
|
113,590
|
|
47,769
|
|
||
Long-term borrowings
|
121,826
|
|
128,823
|
|
||
Accrued expenses and other liabilities
|
21,381
|
|
27,427
|
|
||
Total liabilities
|
1,837,555
|
|
1,696,322
|
|
||
Stockholders’ Equity
|
|
|
||||
Preferred stock, no par value, 50,000 shares authorized, no shares issued at December 31, 2013 and December 31, 2012
|
—
|
|
—
|
|
||
Common stock, no par value, 24,000,000 shares authorized, 11,206,576 shares issued at December 31, 2013 and 11,155,648 shares issued at December 31, 2012, including shares in treasury
|
168,869
|
|
167,039
|
|
||
Retained earnings
|
80,898
|
|
69,158
|
|
||
Accumulated other comprehensive (loss) income, net of deferred income taxes
|
(13,244
|
)
|
654
|
|
||
Treasury stock, at cost, 600,794 shares at December 31, 2013 and 607,688 shares at December 31, 2012
|
(14,970
|
)
|
(15,123
|
)
|
||
Total stockholders’ equity
|
221,553
|
|
221,728
|
|
||
Total liabilities and stockholders’ equity
|
$
|
2,059,108
|
|
$
|
1,918,050
|
|
(Dollars in thousands, except per share data)
|
2013
|
2012
|
2011
|
||||||
Interest Income:
|
|
|
|
||||||
Interest and fees on loans
|
$
|
48,522
|
|
$
|
48,238
|
|
$
|
49,410
|
|
Interest and dividends on taxable investment securities
|
16,853
|
|
19,778
|
|
24,149
|
|
|||
Interest on tax-exempt investment securities
|
1,600
|
|
1,434
|
|
1,550
|
|
|||
Other interest income
|
96
|
|
20
|
|
24
|
|
|||
Total interest income
|
67,071
|
|
69,470
|
|
75,133
|
|
|||
Interest Expense:
|
|
|
|
||||||
Interest on deposits
|
7,052
|
|
9,059
|
|
13,930
|
|
|||
Interest on short-term borrowings
|
114
|
|
74
|
|
103
|
|
|||
Interest on long-term borrowings
|
4,520
|
|
3,949
|
|
5,142
|
|
|||
Interest on junior subordinated debentures held by subsidiary trust
|
—
|
|
1,913
|
|
1,979
|
|
|||
Total interest expense
|
11,686
|
|
14,995
|
|
21,154
|
|
|||
Net interest income
|
55,385
|
|
54,475
|
|
53,979
|
|
|||
(Recovery of) provision for loan losses
|
(4,410
|
)
|
(4,716
|
)
|
7,998
|
|
|||
Net interest income after (recovery of) provision for loan losses
|
59,795
|
|
59,191
|
|
45,981
|
|
|||
Other Income:
|
|
|
|
||||||
Insurance income
|
12,201
|
|
9,844
|
|
9,265
|
|
|||
Deposit account service charges
|
8,764
|
|
8,965
|
|
9,765
|
|
|||
Trust and investment income
|
7,122
|
|
6,129
|
|
5,548
|
|
|||
Electronic banking income
|
6,191
|
|
5,955
|
|
5,142
|
|
|||
Mortgage banking income
|
1,759
|
|
2,877
|
|
1,687
|
|
|||
Net gain on investment securities
|
489
|
|
3,548
|
|
473
|
|
|||
Net loss on asset disposals and other transactions
|
(155
|
)
|
(4,326
|
)
|
(916
|
)
|
|||
Other non-interest income
|
1,183
|
|
1,201
|
|
1,537
|
|
|||
Total other income
|
37,554
|
|
34,193
|
|
32,501
|
|
|||
Other Expenses:
|
|
|
|
||||||
Salaries and employee benefit costs
|
36,472
|
|
33,426
|
|
33,626
|
|
|||
Net occupancy and equipment
|
6,840
|
|
6,094
|
|
5,885
|
|
|||
Professional fees
|
4,207
|
|
4,370
|
|
3,531
|
|
|||
Electronic banking expense
|
3,586
|
|
3,342
|
|
2,692
|
|
|||
Marketing expense
|
2,301
|
|
2,682
|
|
1,765
|
|
|||
Data processing and software
|
2,012
|
|
1,979
|
|
1,893
|
|
|||
Franchise tax
|
1,643
|
|
1,486
|
|
1,505
|
|
|||
Communication expense
|
1,339
|
|
1,285
|
|
1,223
|
|
|||
FDIC insurance
|
1,036
|
|
1,002
|
|
1,867
|
|
|||
Foreclosed real estate and other loan expenses
|
880
|
|
1,001
|
|
1,213
|
|
|||
Amortization of other intangible assets
|
807
|
|
509
|
|
586
|
|
|||
Other non-interest expense
|
7,142
|
|
6,298
|
|
5,545
|
|
|||
Total other expenses
|
68,265
|
|
63,474
|
|
61,331
|
|
|||
Income before income taxes
|
29,084
|
|
29,910
|
|
17,151
|
|
|||
Income tax expense
|
11,510
|
|
9,525
|
|
4,596
|
|
|||
Net income
|
$
|
17,574
|
|
$
|
20,385
|
|
$
|
12,555
|
|
Preferred dividends
|
—
|
|
—
|
|
1,343
|
|
|||
Net income available to common shareholders
|
$
|
17,574
|
|
$
|
20,385
|
|
$
|
11,212
|
|
Earnings per common share - basic
|
$
|
1.65
|
|
$
|
1.92
|
|
$
|
1.07
|
|
Earnings per common share - diluted
|
$
|
1.63
|
|
$
|
1.92
|
|
$
|
1.07
|
|
Weighted-average number of common shares outstanding - basic
|
10,581,222
|
|
10,527,885
|
|
10,482,318
|
|
|||
Weighted-average number of common shares outstanding - diluted
|
10,679,417
|
|
10,528,286
|
|
10,482,318
|
|
(Dollars in thousands)
|
2013
|
2012
|
2011
|
||||||
Net income
|
$
|
17,574
|
|
$
|
20,385
|
|
$
|
12,555
|
|
Other comprehensive income (loss):
|
|
|
|
||||||
Available-for-sale investment securities:
|
|
|
|
||||||
Gross unrealized holding (loss) gain arising in the period
|
(25,130
|
)
|
2,706
|
|
15,053
|
|
|||
Related tax benefit (expense)
|
8,795
|
|
(947
|
)
|
(5,269
|
)
|
|||
Less: reclassification adjustment for net gain included in net income
|
489
|
|
3,548
|
|
473
|
|
|||
Related tax expense
|
(171
|
)
|
(1,242
|
)
|
(166
|
)
|
|||
Net effect on other comprehensive (loss) income
|
(16,653
|
)
|
(547
|
)
|
9,477
|
|
|||
Defined benefit plans:
|
|
|
|
||||||
Net gain (loss) arising during the period
|
3,788
|
|
(1,320
|
)
|
(6,448
|
)
|
|||
Related tax (expense) benefit
|
(1,326
|
)
|
462
|
|
2,257
|
|
|||
Amortization of unrecognized loss and service cost on benefit plans
|
182
|
|
161
|
|
76
|
|
|||
Related tax expense
|
(64
|
)
|
(57
|
)
|
(27
|
)
|
|||
Recognition of loss due to settlement and curtailment
|
270
|
|
835
|
|
815
|
|
|||
Related tax expense
|
(95
|
)
|
(292
|
)
|
(285
|
)
|
|||
Net effect on other comprehensive income (loss)
|
2,755
|
|
(211
|
)
|
(3,612
|
)
|
|||
Total other comprehensive (loss) income, net of tax
|
(13,898
|
)
|
(758
|
)
|
5,865
|
|
|||
Total comprehensive income
|
$
|
3,676
|
|
$
|
19,627
|
|
$
|
18,420
|
|
|
|
|
|
Accumulated Other Comprehensive (Loss) Income
|
|
Total Stockholders' Equity
|
||||||||||||
|
Preferred Stock
|
Common Stock
|
Retained Earnings
|
Treasury Stock
|
||||||||||||||
(Dollars in thousands)
|
||||||||||||||||||
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 shares
|
355
|
|
|
(355
|
)
|
|
|
—
|
|
|||||||||
Cash dividends declared on common shares
|
|
|
(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 shares
|
(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
|
)
|
||||||||||
Cash dividends declared on common shares
|
|
|
(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
|
|
Net income
|
|
|
17,574
|
|
|
|
17,574
|
|
||||||||||
Other comprehensive loss, net of tax
|
|
|
|
(13,898
|
)
|
|
(13,898
|
)
|
||||||||||
Cash dividends declared on common shares
|
|
|
(5,834
|
)
|
|
|
(5,834
|
)
|
||||||||||
Tax benefit from exercise of stock options
|
|
79
|
|
|
|
|
79
|
|
||||||||||
Reissuance of treasury stock for deferred compensation plan
|
|
|
|
|
168
|
|
168
|
|
||||||||||
Purchase of treasury stock
|
|
|
|
|
(228
|
)
|
(228
|
)
|
||||||||||
Common shares issued under dividend reinvestment plan
|
|
423
|
|
|
|
|
423
|
|
||||||||||
Common shares issued under Board of Directors' compensation plan
|
|
(34
|
)
|
|
|
213
|
|
179
|
|
|||||||||
Stock-based compensation expense
|
|
1,362
|
|
|
|
|
1,362
|
|
||||||||||
Balance, December 31, 2013
|
$
|
—
|
|
$
|
168,869
|
|
$
|
80,898
|
|
$
|
(13,244
|
)
|
$
|
(14,970
|
)
|
$
|
221,553
|
|
(Dollars in thousands)
|
2013
|
2012
|
2011
|
||||||
Operating activities:
|
|
|
|
||||||
Net income
|
$
|
17,574
|
|
$
|
20,385
|
|
$
|
12,555
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||||
Depreciation, amortization, and accretion, net
|
16,110
|
|
18,765
|
|
17,194
|
|
|||
(Recovery of) provision for loan losses
|
(4,410
|
)
|
(4,716
|
)
|
7,998
|
|
|||
Bank owned life insurance income
|
(56
|
)
|
(40
|
)
|
(351
|
)
|
|||
Net gain on investment securities
|
(489
|
)
|
(3,548
|
)
|
(473
|
)
|
|||
Loss on debt extinguishment
|
—
|
|
4,144
|
|
—
|
|
|||
Loans originated for sale
|
(68,323
|
)
|
(132,714
|
)
|
(72,132
|
)
|
|||
Proceeds from sales of loans
|
74,049
|
|
131,040
|
|
73,507
|
|
|||
Net gains on sales of loans
|
(1,544
|
)
|
(2,746
|
)
|
(1,432
|
)
|
|||
Deferred income tax expense
|
4,627
|
|
4,521
|
|
462
|
|
|||
(Decrease) increase in accrued expenses
|
(13
|
)
|
2,345
|
|
1,472
|
|
|||
Decrease in interest receivable
|
313
|
|
462
|
|
290
|
|
|||
Excess tax benefit from share-based payments
|
(79
|
)
|
16
|
|
—
|
|
|||
Other, net
|
2,705
|
|
3,340
|
|
4,294
|
|
|||
Net cash provided by operating activities
|
40,464
|
|
41,254
|
|
43,384
|
|
|||
Investing activities:
|
|
|
|
||||||
Available-for-sale investment securities:
|
|
|
|
||||||
Purchases
|
(223,979
|
)
|
(271,520
|
)
|
(198,556
|
)
|
|||
Proceeds from sales
|
125,658
|
|
113,756
|
|
59,868
|
|
|||
Proceeds from principal payments, calls and prepayments
|
99,372
|
|
140,470
|
|
126,587
|
|
|||
Held-to-maturity investment securities:
|
|
|
|
||||||
Purchases
|
(5,216
|
)
|
(40,352
|
)
|
(13,341
|
)
|
|||
Proceeds from principal payments
|
885
|
|
11,188
|
|
—
|
|
|||
Net (increase) decrease in loans
|
(109,609
|
)
|
(16,884
|
)
|
11,430
|
|
|||
Net expenditures for premises and equipment
|
(6,604
|
)
|
(4,530
|
)
|
(1,290
|
)
|
|||
Proceeds from sales of other real estate owned
|
1,036
|
|
1,813
|
|
2,158
|
|
|||
Proceeds from bank owned life insurance
|
43,100
|
|
—
|
|
4,499
|
|
|||
Business acquisitions, net of cash received
|
(4,536
|
)
|
(3,321
|
)
|
—
|
|
|||
Investment in limited partnership and tax credit funds
|
(120
|
)
|
(187
|
)
|
(234
|
)
|
|||
Net cash used in investing activities
|
(80,013
|
)
|
(69,567
|
)
|
(8,879
|
)
|
|||
Financing activities:
|
|
|
|
||||||
Net increase in non-interest-bearing deposits
|
61,935
|
|
63,437
|
|
24,768
|
|
|||
Net (decrease) increase in interest-bearing deposits
|
(84,344
|
)
|
38,319
|
|
(35,379
|
)
|
|||
Net increase (decrease) in short-term borrowings
|
65,821
|
|
(3,874
|
)
|
134
|
|
|||
Proceeds from long-term borrowings
|
—
|
|
24,000
|
|
—
|
|
|||
Payments on long-term borrowings
|
(7,025
|
)
|
(40,517
|
)
|
(15,391
|
)
|
|||
Redemption of junior subordinated debentures
|
—
|
|
(23,668
|
)
|
—
|
|
|||
Repurchase of preferred shares and common stock warrant
|
—
|
|
(1,201
|
)
|
(39,000
|
)
|
|||
Cash dividends paid on preferred shares
|
—
|
|
—
|
|
(1,232
|
)
|
|||
Cash dividends paid on common shares
|
(5,419
|
)
|
(4,457
|
)
|
(3,922
|
)
|
|||
Purchase of treasury stock
|
(228
|
)
|
(156
|
)
|
(187
|
)
|
|||
Proceeds from issuance of common shares
|
8
|
|
6
|
|
10
|
|
|||
Excess tax benefit from share-based payments
|
79
|
|
16
|
|
—
|
|
|||
Net cash provided by (used in) financing activities
|
30,827
|
|
51,905
|
|
(70,199
|
)
|
|||
Net (decrease) increase in cash and cash equivalents
|
(8,722
|
)
|
23,592
|
|
(35,694
|
)
|
|||
Cash and cash equivalents at beginning of period
|
62,542
|
|
38,950
|
|
74,644
|
|
|||
Cash and cash equivalents at end of period
|
$
|
53,820
|
|
$
|
62,542
|
|
$
|
38,950
|
|
Supplemental cash flow information:
|
|
|
|
||||||
Interest paid
|
$
|
11,839
|
|
$
|
15,570
|
|
$
|
21,386
|
|
Income taxes paid
|
$
|
7,473
|
|
$
|
5,563
|
|
$
|
1,574
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
||||||||||
(Dollars in thousands)
|
|
Quoted Prices in Active Markets for Identical Assets
(Level 1)
|
Significant
Other
Observable
Inputs
(Level 2)
|
Significant Unobservable Inputs
(Level 3)
|
||||||||
Fair Value
|
||||||||||||
December 31, 2013
|
|
|
|
|
||||||||
Obligations of:
|
|
|
|
|
||||||||
U.S. Treasury and government agencies
|
$
|
20
|
|
$
|
—
|
|
$
|
20
|
|
$
|
—
|
|
U.S. government sponsored agencies
|
319
|
|
—
|
|
319
|
|
—
|
|
||||
States and political subdivisions
|
50,962
|
|
—
|
|
50,962
|
|
—
|
|
||||
Residential mortgage-backed securities
|
510,097
|
|
—
|
|
510,097
|
|
—
|
|
||||
Commercial mortgage-backed securities
|
32,304
|
|
—
|
|
32,304
|
|
—
|
|
||||
Bank-issued trust preferred securities
|
7,829
|
|
—
|
|
7,829
|
|
—
|
|
||||
Equity securities
|
4,577
|
|
4,443
|
|
134
|
|
—
|
|
||||
Total available-for-sale securities
|
$
|
606,108
|
|
$
|
4,443
|
|
$
|
601,665
|
|
$
|
—
|
|
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
|
|
$
|
—
|
|
|
|
Fair Value at Reporting Date Using
|
||||||||||
(Dollars in thousands)
|
|
Quoted Prices in Active Markets for Identical Assets
(Level 1) |
Significant
Other Observable Inputs (Level 2) |
Significant Unobservable Inputs
(Level 3) |
||||||||
Fair Value
|
||||||||||||
December 31, 2013
|
|
|
|
|
||||||||
Obligations of:
|
|
|
|
|
||||||||
States and political subdivisions
|
$
|
3,929
|
|
$
|
—
|
|
$
|
3,929
|
|
$
|
—
|
|
Residential mortgage-backed securities
|
34,530
|
|
—
|
|
34,530
|
|
—
|
|
||||
Commercial mortgage-backed securities
|
7,635
|
|
—
|
|
7,635
|
|
—
|
|
||||
Total held-to-maturity securities
|
$
|
46,094
|
|
$
|
—
|
|
$
|
46,094
|
|
$
|
—
|
|
December 31, 2012
|
|
|
|
|
||||||||
Obligations of:
|
|
|
|
|
||||||||
States and political subdivisions
|
$
|
4,250
|
|
$
|
—
|
|
$
|
4,250
|
|
$
|
—
|
|
Residential mortgage-backed securities
|
34,560
|
|
—
|
|
34,560
|
|
—
|
|
||||
Commercial mortgage-backed securities
|
8,314
|
|
—
|
|
8,314
|
|
—
|
|
||||
Total held-to-maturity securities
|
$
|
47,124
|
|
$
|
—
|
|
$
|
47,124
|
|
$
|
—
|
|
|
2013
|
|
2012
|
||||||||||
(Dollars in thousands)
|
Carrying Amount
|
Fair Value
|
|
Carrying Amount
|
Fair Value
|
||||||||
Financial assets
:
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
53,820
|
|
$
|
53,820
|
|
|
$
|
62,542
|
|
$
|
62,542
|
|
Investment securities
|
680,526
|
|
677,398
|
|
|
709,085
|
|
710,934
|
|
||||
Loans
|
1,180,857
|
|
1,165,560
|
|
|
973,907
|
|
897,132
|
|
||||
Financial liabilities:
|
|
|
|
|
|
||||||||
Deposits
|
$
|
1,580,758
|
|
$
|
1,587,448
|
|
|
$
|
1,492,303
|
|
$
|
1,503,098
|
|
Short-term borrowings
|
113,590
|
|
113,590
|
|
|
47,769
|
|
47,769
|
|
||||
Long-term borrowings
|
121,826
|
|
128,205
|
|
|
128,823
|
|
141,691
|
|
(Dollars in thousands)
|
Amortized Cost
|
Gross Unrealized Gains
|
Gross Unrealized Losses
|
Fair Value
|
||||||||
December 31, 2013
|
|
|
|
|
||||||||
Obligations of:
|
|
|
|
|
||||||||
U.S. Treasury and government agencies
|
$
|
20
|
|
$
|
—
|
|
$
|
—
|
|
$
|
20
|
|
U.S. government sponsored agencies
|
308
|
|
11
|
|
—
|
|
319
|
|
||||
States and political subdivisions
|
50,509
|
|
1,480
|
|
(1,027
|
)
|
50,962
|
|
||||
Residential mortgage-backed securities
|
527,283
|
|
5,334
|
|
(22,520
|
)
|
510,097
|
|
||||
Commercial mortgage-backed securities
|
33,256
|
|
274
|
|
(1,226
|
)
|
32,304
|
|
||||
Bank-issued trust preferred securities
|
8,508
|
|
—
|
|
(679
|
)
|
7,829
|
|
||||
Equity securities
|
1,242
|
|
3,421
|
|
(86
|
)
|
4,577
|
|
||||
Total available-for-sale securities
|
$
|
621,126
|
|
$
|
10,520
|
|
$
|
(25,538
|
)
|
$
|
606,108
|
|
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
|
|
(Dollars in thousands)
|
2013
|
2012
|
2011
|
||||||
Gross gains realized
|
$
|
3,358
|
|
$
|
4,306
|
|
$
|
1,110
|
|
Gross losses realized
|
2,869
|
|
758
|
|
637
|
|
|||
Net gain realized
|
$
|
489
|
|
$
|
3,548
|
|
$
|
473
|
|
|
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, 2013
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Obligations of:
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
U.S. Treasury and government agencies
|
$
|
—
|
|
$
|
—
|
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
U.S. government sponsored agencies
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
||||||
States and political subdivisions
|
15,848
|
|
659
|
|
22
|
|
|
6,180
|
|
368
|
|
10
|
|
|
22,028
|
|
1,027
|
|
||||||
Residential mortgage-backed securities
|
310,315
|
|
16,709
|
|
75
|
|
|
57,440
|
|
5,811
|
|
20
|
|
|
367,755
|
|
22,520
|
|
||||||
Commercial mortgage-backed securities
|
19,560
|
|
779
|
|
4
|
|
|
7,205
|
|
447
|
|
2
|
|
|
26,765
|
|
1,226
|
|
||||||
Bank-issued trust preferred securities
|
2,013
|
|
90
|
|
1
|
|
|
4,803
|
|
589
|
|
4
|
|
|
6,816
|
|
679
|
|
||||||
Equity securities
|
—
|
|
—
|
|
—
|
|
|
97
|
|
86
|
|
2
|
|
|
97
|
|
86
|
|
||||||
Total
|
$
|
347,736
|
|
$
|
18,237
|
|
102
|
|
|
$
|
75,725
|
|
$
|
7,301
|
|
38
|
|
|
$
|
423,461
|
|
$
|
25,538
|
|
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
|
|
(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
|
$
|
—
|
|
$
|
20
|
|
$
|
—
|
|
$
|
—
|
|
$
|
20
|
|
U.S. government sponsored agencies
|
—
|
|
308
|
|
—
|
|
—
|
|
308
|
|
|||||
States and political subdivisions
|
353
|
|
2,900
|
|
18,935
|
|
28,321
|
|
50,509
|
|
|||||
Residential mortgage-backed securities
|
46
|
|
7,586
|
|
38,079
|
|
481,572
|
|
527,283
|
|
|||||
Commercial mortgage-backed securities
|
—
|
|
5,265
|
|
23,149
|
|
4,842
|
|
33,256
|
|
|||||
Bank-issued trust preferred securities
|
—
|
|
—
|
|
—
|
|
8,508
|
|
8,508
|
|
|||||
Equity securities
|
|
|
|
|
1,242
|
|
|||||||||
Total available-for-sale securities
|
$
|
399
|
|
$
|
16,079
|
|
$
|
80,163
|
|
$
|
523,243
|
|
$
|
621,126
|
|
Fair value
|
|
|
|
|
|
||||||||||
Obligations of:
|
|
|
|
|
|
||||||||||
U.S. Treasury and government agencies
|
$
|
—
|
|
$
|
20
|
|
$
|
—
|
|
$
|
—
|
|
$
|
20
|
|
U.S. government sponsored agencies
|
—
|
|
319
|
|
—
|
|
—
|
|
319
|
|
|||||
States and political subdivisions
|
359
|
|
3,081
|
|
19,365
|
|
28,157
|
|
50,962
|
|
|||||
Residential mortgage-backed securities
|
46
|
|
7,710
|
|
36,895
|
|
465,446
|
|
510,097
|
|
|||||
Commercial mortgage-backed securities
|
—
|
|
5,540
|
|
21,952
|
|
4,812
|
|
32,304
|
|
|||||
Bank-issued trust preferred securities
|
—
|
|
—
|
|
—
|
|
7,829
|
|
7,829
|
|
|||||
Equity securities
|
|
|
|
|
4,577
|
|
|||||||||
Total available-for-sale securities
|
$
|
405
|
|
$
|
16,670
|
|
$
|
78,212
|
|
$
|
506,244
|
|
$
|
606,108
|
|
Total average yield
|
3.56
|
%
|
4.33
|
%
|
2.86
|
%
|
2.76
|
%
|
2.83
|
%
|
(Dollars in thousands)
|
Amortized Cost
|
Gross Unrealized Gains
|
Gross Unrealized Losses
|
Fair Value
|
||||||||
December 31, 2013
|
|
|
|
|
||||||||
Obligations of:
|
|
|
|
|
||||||||
States and political subdivisions
|
$
|
3,850
|
|
$
|
91
|
|
$
|
(12
|
)
|
$
|
3,929
|
|
Residential mortgage-backed securities
|
37,536
|
|
35
|
|
(3,041
|
)
|
34,530
|
|
||||
Commercial mortgage-backed securities
|
7,836
|
|
2
|
|
(203
|
)
|
7,635
|
|
||||
Total held-to-maturity securities
|
$
|
49,222
|
|
$
|
128
|
|
$
|
(3,256
|
)
|
$
|
46,094
|
|
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
|
|
|
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, 2013
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Obligations of:
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
States and political subdivisions
|
$
|
321
|
|
$
|
12
|
|
1
|
|
|
$
|
—
|
|
$
|
—
|
|
—
|
|
|
$
|
321
|
|
$
|
12
|
|
Residential mortgage-backed securities
|
31,341
|
|
2,908
|
|
7
|
|
|
1,181
|
|
133
|
|
1
|
|
|
32,522
|
|
3,041
|
|
||||||
Commercial mortgage-backed securities
|
6,547
|
|
203
|
|
1
|
|
|
—
|
|
—
|
|
—
|
|
|
6,547
|
|
203
|
|
||||||
Total
|
$
|
38,209
|
|
$
|
3,123
|
|
9
|
|
|
$
|
1,181
|
|
$
|
133
|
|
1
|
|
|
$
|
39,390
|
|
$
|
3,256
|
|
December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Obligations of:
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
States and political subdivisions
|
$
|
—
|
|
$
|
—
|
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
Residential mortgage-backed securities
|
2,398
|
|
41
|
|
2
|
|
|
—
|
|
—
|
|
—
|
|
|
2,398
|
|
41
|
|
||||||
Commercial mortgage-backed securities
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
||||||
Total
|
$
|
2,398
|
|
$
|
41
|
|
2
|
|
|
$
|
—
|
|
$
|
—
|
|
—
|
|
|
$
|
2,398
|
|
$
|
41
|
|
(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
|
$
|
—
|
|
$
|
—
|
|
$
|
334
|
|
$
|
3,516
|
|
$
|
3,850
|
|
Residential mortgage-backed securities
|
—
|
|
—
|
|
527
|
|
37,009
|
|
37,536
|
|
|||||
Commercial mortgage-backed securities
|
—
|
|
—
|
|
—
|
|
7,836
|
|
7,836
|
|
|||||
Total held-to-maturity securities
|
$
|
—
|
|
$
|
—
|
|
$
|
861
|
|
$
|
48,361
|
|
$
|
49,222
|
|
Fair value
|
|
|
|
|
|
||||||||||
Obligations of:
|
|
|
|
|
|
||||||||||
States and political subdivisions
|
$
|
—
|
|
$
|
—
|
|
$
|
322
|
|
$
|
3,607
|
|
$
|
3,929
|
|
Residential mortgage-backed securities
|
—
|
|
—
|
|
501
|
|
34,029
|
|
34,530
|
|
|||||
Commercial mortgage-backed securities
|
—
|
|
—
|
|
—
|
|
7,635
|
|
7,635
|
|
|||||
Total held-to-maturity securities
|
$
|
—
|
|
$
|
—
|
|
$
|
823
|
|
$
|
45,271
|
|
$
|
46,094
|
|
Total average yield
|
—
|
%
|
—
|
%
|
2.60
|
%
|
2.80
|
%
|
2.80
|
%
|
(Dollars in thousands)
|
2013
|
2012
|
||||
Commercial real estate, construction
|
$
|
47,539
|
|
$
|
34,265
|
|
Commercial real estate, other
|
450,170
|
|
378,073
|
|
||
Commercial real estate
|
497,709
|
|
412,338
|
|
||
Commercial and industrial
|
232,754
|
|
180,131
|
|
||
Residential real estate
|
268,617
|
|
233,841
|
|
||
Home equity lines of credit
|
60,076
|
|
51,053
|
|
||
Consumer
|
135,018
|
|
101,246
|
|
||
Deposit account overdrafts
|
2,060
|
|
6,563
|
|
||
Total loans
|
$
|
1,196,234
|
|
$
|
985,172
|
|
(Dollars in thousands)
|
2013
|
2012
|
||||
Commercial real estate
|
$
|
963
|
|
$
|
39
|
|
Commercial and industrial
|
78
|
|
—
|
|
||
Residential real estate
|
1,236
|
|
1,524
|
|
||
Consumer
|
—
|
|
8
|
|
||
Total outstanding balance
|
$
|
2,277
|
|
$
|
1,571
|
|
Net carrying amount
|
$
|
1,875
|
|
$
|
1,095
|
|
|
|
|
|
Accruing Loans
90+ Days Past Due
|
|||||||||
|
Nonaccrual Loans
|
|
|||||||||||
(Dollars in thousands)
|
2013
|
2012
|
|
2013
|
2012
|
||||||||
Commercial real estate, construction
|
$
|
96
|
|
$
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
Commercial real estate, other
|
3,717
|
|
9,831
|
|
|
—
|
|
—
|
|
||||
Commercial real estate
|
3,813
|
|
9,831
|
|
|
—
|
|
—
|
|
||||
Commercial and industrial
|
708
|
|
627
|
|
|
—
|
|
181
|
|
||||
Residential real estate
|
3,215
|
|
3,136
|
|
|
37
|
|
—
|
|
||||
Home equity lines of credit
|
87
|
|
24
|
|
|
873
|
|
1,050
|
|
||||
Consumer
|
58
|
|
20
|
|
|
—
|
|
4
|
|
||||
Total
|
$
|
7,881
|
|
$
|
13,638
|
|
|
$
|
910
|
|
$
|
1,235
|
|
|
Loans Past Due
|
|
Current
Loans
|
Total
Loans
|
|||||||||||||||
(Dollars in thousands)
|
30 - 59 days
|
60 - 89 days
|
90 + Days
|
Total
|
|
||||||||||||||
December 31, 2013
|
|
|
|
|
|
|
|
||||||||||||
Commercial real estate, construction
|
$
|
1,340
|
|
$
|
—
|
|
$
|
—
|
|
$
|
1,340
|
|
|
$
|
46,199
|
|
$
|
47,539
|
|
Commercial real estate, other
|
432
|
|
679
|
|
1,249
|
|
2,360
|
|
|
447,810
|
|
450,170
|
|
||||||
Commercial real estate
|
1,772
|
|
679
|
|
1,249
|
|
3,700
|
|
|
494,009
|
|
497,709
|
|
||||||
Commercial and industrial
|
171
|
|
90
|
|
127
|
|
388
|
|
|
232,366
|
|
232,754
|
|
||||||
Residential real estate
|
5,445
|
|
1,509
|
|
1,452
|
|
8,406
|
|
|
260,211
|
|
268,617
|
|
||||||
Home equity lines of credit
|
254
|
|
65
|
|
929
|
|
1,248
|
|
|
58,828
|
|
60,076
|
|
||||||
Consumer
|
976
|
|
165
|
|
58
|
|
1,199
|
|
|
133,819
|
|
135,018
|
|
||||||
Deposit account overdrafts
|
47
|
|
—
|
|
—
|
|
47
|
|
|
2,013
|
|
2,060
|
|
||||||
Total
|
$
|
8,665
|
|
$
|
2,508
|
|
$
|
3,815
|
|
$
|
14,988
|
|
|
$
|
1,181,246
|
|
$
|
1,196,234
|
|
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
|
390
|
|
65
|
|
1,074
|
|
1,529
|
|
|
49,524
|
|
51,053
|
|
||||||
Consumer
|
926
|
|
127
|
|
10
|
|
1,063
|
|
|
100,183
|
|
101,246
|
|
||||||
Deposit account overdrafts
|
55
|
|
—
|
|
—
|
|
55
|
|
|
6,508
|
|
6,563
|
|
||||||
Total
|
$
|
21,234
|
|
$
|
2,139
|
|
$
|
8,541
|
|
$
|
31,914
|
|
|
$
|
953,258
|
|
$
|
985,172
|
|
|
|
|
|
|
|
|
|
|
Pass Rated
|
Watch
|
Substandard
|
Doubtful
|
Not
Rated
|
Total
Loans
|
||||||||||||
(Dollars in thousands)
|
(Grades 1 - 4)
|
(Grade 5)
|
(Grade 6)
|
(Grade 7)
|
||||||||||||||
December 31, 2013
|
|
|
|
|
|
|
||||||||||||
Commercial real estate, construction
|
$
|
43,407
|
|
$
|
148
|
|
$
|
68
|
|
$
|
—
|
|
$
|
3,916
|
|
$
|
47,539
|
|
Commercial real estate, other
|
423,313
|
|
13,433
|
|
12,921
|
|
—
|
|
503
|
|
450,170
|
|
||||||
Commercial real estate
|
466,720
|
|
13,581
|
|
12,989
|
|
—
|
|
4,419
|
|
497,709
|
|
||||||
Commercial and industrial
|
212,193
|
|
6,013
|
|
14,006
|
|
542
|
|
—
|
|
232,754
|
|
||||||
Residential real estate
|
26,822
|
|
2,787
|
|
8,094
|
|
4
|
|
230,910
|
|
268,617
|
|
||||||
Home equity lines of credit
|
844
|
|
—
|
|
1,014
|
|
—
|
|
58,218
|
|
60,076
|
|
||||||
Consumer
|
50
|
|
5
|
|
24
|
|
—
|
|
134,939
|
|
135,018
|
|
||||||
Deposit account overdrafts
|
—
|
|
—
|
|
—
|
|
—
|
|
2,060
|
|
2,060
|
|
||||||
Total
|
$
|
706,629
|
|
$
|
22,386
|
|
$
|
36,127
|
|
$
|
546
|
|
$
|
430,546
|
|
$
|
1,196,234
|
|
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
|
|
|
Unpaid
Principal
Balance
|
Recorded Investment
|
Total
Recorded Investment
|
|
Average
Recorded
Investment
|
Interest
Income
Recognized
|
|||||||||||||||
|
With
|
Without
|
Related
Allowance
|
||||||||||||||||||
(Dollars in thousands)
|
Allowance
|
Allowance
|
|||||||||||||||||||
December 31, 2013
|
|
|
|
|
|
|
|
||||||||||||||
Commercial real estate, construction
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Commercial real estate, other
|
4,970
|
|
1,150
|
|
1,729
|
|
2,879
|
|
83
|
|
4,586
|
|
6
|
|
|||||||
Commercial real estate
|
4,970
|
|
$
|
1,150
|
|
$
|
1,729
|
|
$
|
2,879
|
|
$
|
83
|
|
$
|
4,586
|
|
$
|
6
|
|
|
Commercial and industrial
|
617
|
|
575
|
|
5
|
|
580
|
|
575
|
|
278
|
|
1
|
|
|||||||
Residential real estate
|
3,498
|
|
—
|
|
3,280
|
|
3,280
|
|
—
|
|
2,800
|
|
86
|
|
|||||||
Home equity lines of credit
|
347
|
|
—
|
|
347
|
|
347
|
|
—
|
|
327
|
|
12
|
|
|||||||
Consumer
|
182
|
|
—
|
|
182
|
|
182
|
|
—
|
|
127
|
|
15
|
|
|||||||
Total
|
$
|
9,614
|
|
$
|
1,725
|
|
$
|
5,543
|
|
$
|
7,268
|
|
$
|
658
|
|
$
|
8,118
|
|
$
|
120
|
|
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
|
|
|
|
Recorded Investment
(1)
|
|
Recorded Investment
(1)
|
||||||||||||||||||
|
Number of Contracts
|
Pre-Modification
|
Post-Modification
|
At December 31, 2013
|
Number of Contracts
|
Pre-Modification
|
Post-Modification
|
At December 31, 2012
|
||||||||||||||
Commercial real estate, other
|
2
|
|
$
|
486
|
|
$
|
486
|
|
$
|
461
|
|
4
|
|
$
|
1,765
|
|
$
|
1,765
|
|
$
|
1,734
|
|
Commercial and industrial
|
1
|
|
$
|
5
|
|
$
|
5
|
|
$
|
5
|
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Residential real estate
|
23
|
|
$
|
1,216
|
|
$
|
1,219
|
|
$
|
1,020
|
|
66
|
|
$
|
2,550
|
|
$
|
2,550
|
|
$
|
2,550
|
|
Home equity lines of credit
|
5
|
|
$
|
89
|
|
$
|
89
|
|
$
|
88
|
|
24
|
|
$
|
349
|
|
$
|
349
|
|
$
|
349
|
|
Consumer
|
37
|
|
$
|
279
|
|
$
|
279
|
|
$
|
142
|
|
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, 2013
|
$
|
14,215
|
|
$
|
1,733
|
|
$
|
801
|
|
$
|
479
|
|
$
|
438
|
|
$
|
145
|
|
$
|
17,811
|
|
Charge-offs
|
(1,053
|
)
|
(44
|
)
|
(621
|
)
|
(162
|
)
|
(1,084
|
)
|
(527
|
)
|
(3,491
|
)
|
|||||||
Recoveries
|
5,839
|
|
40
|
|
536
|
|
26
|
|
552
|
|
162
|
|
7,155
|
|
|||||||
Net recoveries (charge-offs)
|
4,786
|
|
(4
|
)
|
(85
|
)
|
(136
|
)
|
(532
|
)
|
(365
|
)
|
3,664
|
|
|||||||
(Recovery of) provision for loan losses
|
(5,786
|
)
|
445
|
|
165
|
|
—
|
|
410
|
|
356
|
|
(4,410
|
)
|
|||||||
Balance, December 31, 2013
|
$
|
13,215
|
|
$
|
2,174
|
|
$
|
881
|
|
$
|
343
|
|
$
|
316
|
|
$
|
136
|
|
$
|
17,065
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Period-end amount allocated to:
|
|
|
|
|
|
|
|||||||||||||||
Loans individually evaluated for impairment
|
$
|
83
|
|
$
|
575
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
658
|
|
Loans collectively evaluated for impairment
|
13,132
|
|
1,599
|
|
881
|
|
343
|
|
316
|
|
136
|
|
16,407
|
|
|||||||
Ending balance
|
$
|
13,215
|
|
$
|
2,174
|
|
$
|
881
|
|
$
|
343
|
|
$
|
316
|
|
$
|
136
|
|
$
|
17,065
|
|
|
|
|
|
|
|
|
|
||||||||||||||
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
|
|
(Dollars in thousands)
|
|
2013
|
|
2012
|
||||
Land
|
|
$
|
6,802
|
|
|
$
|
7,039
|
|
Building and premises
|
|
38,281
|
|
|
34,943
|
|
||
Furniture, fixtures and equipment
|
|
20,350
|
|
|
18,789
|
|
||
Total bank premises and equipment
|
|
65,433
|
|
|
60,771
|
|
||
Accumulated depreciation
|
|
(35,624
|
)
|
|
(33,758
|
)
|
||
Net book value
|
|
$
|
29,809
|
|
|
$
|
27,013
|
|
(Dollars in thousands)
|
2013
|
2012
|
||||
Goodwill, beginning of year
|
$
|
64,881
|
|
$
|
62,520
|
|
Acquired goodwill
|
5,639
|
|
2,361
|
|
||
Goodwill, end of year
|
$
|
70,520
|
|
$
|
64,881
|
|
(Dollars in thousands)
|
Core Deposit
|
|
Customer Relationships
|
|
Total
|
||||||
2013
|
|
|
|
|
|
||||||
Gross intangibles
|
$
|
7,195
|
|
|
$
|
6,189
|
|
|
$
|
13,384
|
|
Acquired intangibles
|
1,565
|
|
|
2,458
|
|
|
4,023
|
|
|||
Accumulated amortization
|
(6,815
|
)
|
|
(5,804
|
)
|
|
(12,619
|
)
|
|||
Total acquired intangibles
|
$
|
1,945
|
|
|
$
|
2,843
|
|
|
$
|
4,788
|
|
Servicing rights
|
|
|
|
|
2,295
|
|
|||||
Total other intangibles
|
|
|
|
|
|
|
$
|
7,083
|
|
||
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
|
|
Servicing rights
|
|
|
|
|
2,073
|
|
|||||
Total other intangibles
|
|
|
|
|
|
|
$
|
3,644
|
|
(Dollars in thousands)
|
|
Core Deposits
|
|
Customer Relationships
|
|
Total
|
||||||
2014
|
|
$
|
512
|
|
|
$
|
542
|
|
|
$
|
1,054
|
|
2015
|
|
434
|
|
|
495
|
|
|
929
|
|
|||
2016
|
|
357
|
|
|
446
|
|
|
803
|
|
|||
2017
|
|
279
|
|
|
391
|
|
|
670
|
|
|||
2018
|
|
200
|
|
|
332
|
|
|
532
|
|
|||
Thereafter
|
|
163
|
|
|
637
|
|
|
800
|
|
|||
Total
|
|
$
|
1,945
|
|
|
$
|
2,843
|
|
|
$
|
4,788
|
|
(Dollars in thousands)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Balance, beginning of year
|
|
$
|
2,073
|
|
|
$
|
1,544
|
|
|
$
|
1,353
|
|
Amortization
|
|
(652
|
)
|
|
(616
|
)
|
|
(397
|
)
|
|||
Servicing rights originated
|
|
675
|
|
|
1,145
|
|
|
588
|
|
|||
Servicing rights acquired
|
|
199
|
|
|
—
|
|
|
—
|
|
|||
Balance, end of year
|
|
$
|
2,295
|
|
|
$
|
2,073
|
|
|
$
|
1,544
|
|
(Dollars in thousands)
|
2013
|
2012
|
||||
Retail certificates of deposit:
|
|
|
||||
$100,000 or more
|
$
|
175,830
|
|
$
|
184,558
|
|
Less than $100,000
|
187,396
|
|
207,755
|
|
||
Total retail certificates of deposit
|
363,226
|
|
392,313
|
|
||
Interest-bearing transaction accounts
|
134,618
|
|
124,787
|
|
||
Money market deposit accounts
|
275,801
|
|
288,404
|
|
||
Governmental deposit accounts
|
132,379
|
|
130,630
|
|
||
Savings accounts
|
215,802
|
|
183,499
|
|
||
Total retail interest-bearing deposits
|
1,121,826
|
|
1,119,633
|
|
||
Brokered certificates of deposits
|
49,041
|
|
55,599
|
|
||
Total interest-bearing deposits
|
1,170,867
|
|
1,175,232
|
|
||
Non-interest-bearing deposits
|
409,891
|
|
317,071
|
|
||
Total deposit balances
|
$
|
1,580,758
|
|
$
|
1,492,303
|
|
(Dollars in thousands)
|
Retail
|
Brokered
|
Total
|
||||||
2014
|
$
|
190,451
|
|
$
|
12,226
|
|
$
|
202,677
|
|
2015
|
74,322
|
|
5,882
|
|
80,204
|
|
|||
2016
|
56,127
|
|
18,109
|
|
74,236
|
|
|||
2017
|
20,701
|
|
—
|
|
20,701
|
|
|||
2018
|
21,425
|
|
—
|
|
21,425
|
|
|||
Thereafter
|
200
|
|
12,824
|
|
13,024
|
|
|||
Total maturities
|
$
|
363,226
|
|
$
|
49,041
|
|
$
|
412,267
|
|
(Dollars in thousands)
|
Retail Repurchase Agreements
|
FHLB
Advances
|
Other Short-Term Borrowings
|
||||||
2013
|
|
|
|
|
|
|
|||
Ending balance
|
$
|
42,590
|
|
$
|
71,000
|
|
$
|
—
|
|
Average balance
|
37,077
|
|
44,127
|
|
90
|
|
|||
Highest month-end balance
|
46,850
|
|
92,500
|
|
—
|
|
|||
Interest expense
|
58
|
|
55
|
|
1
|
|
|||
Weighted-average interest rate:
|
|
|
|
|
|
|
|||
End of year
|
0.16
|
%
|
0.14
|
%
|
—
|
%
|
|||
During the year
|
0.16
|
%
|
0.12
|
%
|
0.74
|
%
|
|||
|
|
|
|
||||||
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
|
%
|
|
2013
|
|
2012
|
||||||||
(Dollars in thousands)
|
Balance
|
Weighted-
Average
Rate
|
|
Balance
|
Weighted-
Average
Rate
|
||||||
Term note payable (parent company)
|
$
|
19,147
|
|
3.80
|
%
|
|
$
|
23,919
|
|
3.80
|
%
|
Callable national market repurchase agreements
|
40,000
|
|
3.63
|
%
|
|
40,000
|
|
3.63
|
%
|
||
FHLB putable non-amortizing, fixed rate advances
|
50,000
|
|
3.32
|
%
|
|
50,000
|
|
3.32
|
%
|
||
FHLB amortizing, fixed rate advances
|
12,679
|
|
3.58
|
%
|
|
14,904
|
|
3.60
|
%
|
||
Total long-term borrowings
|
$
|
121,826
|
|
3.53
|
%
|
|
$
|
128,823
|
|
3.54
|
%
|
•
|
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
|
|||
2014
|
$
|
6,498
|
|
3.73
|
%
|
2015
|
6,250
|
|
3.74
|
%
|
|
2016
|
6,046
|
|
3.75
|
%
|
|
2017
|
5,880
|
|
3.76
|
%
|
|
2018
|
81,482
|
|
3.49
|
%
|
|
Thereafter
|
15,670
|
|
3.34
|
%
|
|
Total long-term borrowings
|
$
|
121,826
|
|
3.53
|
%
|
|
Preferred Stock
|
Common Stock
|
Treasury
Stock
|
|||
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
|
|
Changes related to stock-based compensation awards:
|
|
|
|
|||
Release of restricted common shares
|
|
|
31,246
|
|
6,862
|
|
Changes related to deferred compensation plan:
|
|
|
|
|||
Purchase of treasury stock
|
|
|
3,652
|
|
||
Reissuance of treasury stock
|
|
|
(9,147
|
)
|
||
Common shares issued under dividend reinvestment plan
|
|
19,682
|
|
|
||
Common shares issued under Board of Directors' compensation plan
|
|
|
(8,261
|
)
|
||
Shares at December 31, 2013
|
—
|
|
11,206,576
|
|
600,794
|
|
(Dollars in thousands)
|
Unrealized (Loss) Gain on Securities
|
Unrecognized Net Pension and Postretirement Costs
|
Accumulated Other Comprehensive (Loss) Income
|
||||||
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
|
|
Reclassification adjustments to net income:
|
|
|
|
||||||
Realized gain on sale of securities, net of tax
|
(318
|
)
|
—
|
|
(318
|
)
|
|||
Realized loss due to settlement and curtailment, net of tax
|
—
|
|
175
|
|
175
|
|
|||
Current period change, net of tax
|
(16,335
|
)
|
2,580
|
|
(13,755
|
)
|
|||
Balance, December 31, 2013
|
$
|
(9,761
|
)
|
$
|
(3,483
|
)
|
$
|
(13,244
|
)
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||
(Dollars in thousands)
|
2013
|
2012
|
|
2013
|
2012
|
||||||||
Change in benefit obligation:
|
|
|
|
|
|
||||||||
Obligation at January 1
|
$
|
17,306
|
|
$
|
16,505
|
|
|
$
|
244
|
|
$
|
224
|
|
Interest cost
|
543
|
|
599
|
|
|
5
|
|
10
|
|
||||
Plan participants’ contributions
|
—
|
|
—
|
|
|
40
|
|
54
|
|
||||
Actuarial loss
|
(2,333
|
)
|
1,863
|
|
|
(85
|
)
|
42
|
|
||||
Benefit payments
|
(154
|
)
|
(169
|
)
|
|
(61
|
)
|
(86
|
)
|
||||
Settlements
|
(639
|
)
|
(1,492
|
)
|
|
—
|
|
—
|
|
||||
Obligation at December 31
|
$
|
14,723
|
|
$
|
17,306
|
|
|
$
|
143
|
|
$
|
244
|
|
Accumulated benefit obligation at December 31
|
$
|
14,723
|
|
$
|
17,306
|
|
|
$
|
—
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||||
Change in plan assets:
|
|
|
|
|
|
||||||||
Fair value of plan assets at January 1
|
$
|
10,019
|
|
$
|
10,409
|
|
|
$
|
—
|
|
$
|
—
|
|
Actual return on plan assets
|
2,061
|
|
1,271
|
|
|
—
|
|
—
|
|
||||
Employer contributions
|
—
|
|
—
|
|
|
21
|
|
32
|
|
||||
Plan participants’ contributions
|
—
|
|
—
|
|
|
40
|
|
54
|
|
||||
Benefit payments
|
(154
|
)
|
(169
|
)
|
|
(61
|
)
|
(86
|
)
|
||||
Settlements
|
(639
|
)
|
(1,492
|
)
|
|
—
|
|
—
|
|
||||
Fair value of plan assets at December 31
|
$
|
11,287
|
|
$
|
10,019
|
|
|
$
|
—
|
|
$
|
—
|
|
Funded status at December 31
|
$
|
(3,436
|
)
|
$
|
(7,287
|
)
|
|
$
|
(143
|
)
|
$
|
(244
|
)
|
Amounts recognized in Consolidated Balance Sheets:
|
|
|
|
|
|
||||||||
Prepaid benefit costs
|
$
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
Accrued benefit liability
|
$
|
(3,436
|
)
|
$
|
(7,287
|
)
|
|
$
|
(143
|
)
|
$
|
(244
|
)
|
Net amount recognized
|
$
|
(3,436
|
)
|
$
|
(7,287
|
)
|
|
$
|
(143
|
)
|
$
|
(244
|
)
|
Amounts recognized in Accumulated Other Comprehensive Income (Loss):
|
|
|
|
|
|||||||||
Unrecognized prior service cost
|
$
|
—
|
|
$
|
—
|
|
|
$
|
(2
|
)
|
$
|
2
|
|
Unrecognized net loss
|
3,533
|
|
6,260
|
|
|
(65
|
)
|
15
|
|
||||
Total
|
$
|
3,533
|
|
$
|
6,260
|
|
|
$
|
(67
|
)
|
$
|
17
|
|
Weighted-average assumptions at year-end:
|
|
|
|
|
|
||||||||
Discount rate
|
4.30
|
%
|
3.30
|
%
|
|
4.30
|
%
|
3.30
|
%
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||||||||
(Dollars in thousands)
|
2013
|
2012
|
2011
|
|
2013
|
2012
|
2011
|
||||||||||||
Service cost
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Interest cost
|
543
|
|
599
|
|
724
|
|
|
5
|
|
10
|
|
12
|
|
||||||
Expected return on plan assets
|
(659
|
)
|
(756
|
)
|
(1,033
|
)
|
|
—
|
|
—
|
|
—
|
|
||||||
Amortization of prior service cost (credit)
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
||||||
Amortization of net loss (gain)
|
189
|
|
162
|
|
75
|
|
|
(7
|
)
|
(2
|
)
|
(9
|
)
|
||||||
Curtailment
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
||||||
Settlement of benefit obligation
|
270
|
|
835
|
|
815
|
|
|
—
|
|
—
|
|
—
|
|
||||||
Net periodic benefit cost
|
$
|
343
|
|
$
|
840
|
|
$
|
581
|
|
|
$
|
(2
|
)
|
$
|
8
|
|
$
|
3
|
|
|
|
|
|
|
|
|
|
||||||||||||
Weighted-average assumptions:
|
|
|
|
|
|
|
|
||||||||||||
Discount rate
|
3.75
|
%
|
4.00
|
%
|
5.40
|
%
|
|
3.30
|
%
|
4.00
|
%
|
5.70
|
%
|
||||||
Expected return on plan assets
|
7.50
|
%
|
7.50
|
%
|
8.00
|
%
|
|
n/a
|
|
n/a
|
|
n/a
|
|
||||||
Rate of compensation increase
|
n/a
|
|
n/a
|
|
n/a
|
|
|
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, 2013
|
|
|
|
|
|
||||||
Equity securities:
|
|
|
|
|
|
||||||
Mutual funds - equity
|
$
|
8,863
|
|
|
$
|
8,863
|
|
|
$
|
—
|
|
Debt securities:
|
|
|
|
|
|
||||||
Mortgage-backed securities
|
97
|
|
|
—
|
|
|
97
|
|
|||
Municipal obligations
|
649
|
|
|
—
|
|
|
649
|
|
|||
Corporate bonds
|
357
|
|
|
357
|
|
|
—
|
|
|||
Mutual funds - taxable income
|
901
|
|
|
901
|
|
|
—
|
|
|||
Total fair value of pension assets
|
$
|
10,867
|
|
|
$
|
10,121
|
|
|
$
|
746
|
|
December 31, 2012
|
|
|
|
|
|
||||||
Equity securities:
|
|
|
|
|
|
||||||
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
|
|
(Dollars in thousands)
|
Pension Benefits
|
|
Postretirement Benefits
|
||||
2014
|
$
|
3,280
|
|
|
$
|
21
|
|
2015
|
1,149
|
|
|
22
|
|
||
2016
|
1,158
|
|
|
22
|
|
||
2017
|
874
|
|
|
22
|
|
||
2018
|
925
|
|
|
12
|
|
||
2019 to 2023
|
4,120
|
|
|
50
|
|
||
Total
|
$
|
11,506
|
|
|
$
|
149
|
|
|
|
2013
|
|
2012
|
|
2011
|
||||||||||||
(Dollars in thousands)
|
|
Amount
|
Rate
|
|
Amount
|
Rate
|
|
Amount
|
Rate
|
|||||||||
Income tax computed at statutory federal tax rate
|
|
$
|
10,179
|
|
35.0
|
%
|
|
$
|
10,469
|
|
35.0
|
%
|
|
$
|
5,890
|
|
34.3
|
%
|
Differences in rate resulting from:
|
|
|
|
|
|
|
|
|
|
|||||||||
Tax-exempt interest income
|
|
(645
|
)
|
(2.2
|
)%
|
|
(565
|
)
|
(1.9
|
)%
|
|
(574
|
)
|
(3.4
|
)%
|
|||
Investments in tax credit funds
|
|
(314
|
)
|
(1.1
|
)%
|
|
(387
|
)
|
(1.3
|
)%
|
|
(497
|
)
|
(2.9
|
)%
|
|||
Bank owned life insurance
|
|
2,183
|
|
7.5
|
%
|
|
(14
|
)
|
(0.1
|
)%
|
|
(44
|
)
|
(0.3
|
)%
|
|||
Other, net
|
|
107
|
|
0.4
|
%
|
|
22
|
|
0.1
|
%
|
|
(179
|
)
|
(0.9
|
)%
|
|||
Total income tax expense
|
|
$
|
11,510
|
|
39.6
|
%
|
|
$
|
9,525
|
|
31.8
|
%
|
|
$
|
4,596
|
|
26.8
|
%
|
(Dollars in thousands)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Current income tax
|
|
$
|
6,883
|
|
|
$
|
5,004
|
|
|
$
|
4,134
|
|
Deferred income tax
|
|
4,627
|
|
|
4,521
|
|
|
462
|
|
|||
Total income tax expense
|
|
$
|
11,510
|
|
|
$
|
9,525
|
|
|
$
|
4,596
|
|
(Dollars in thousands)
|
|
2013
|
|
2012
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Allowance for loan losses
|
|
$
|
8,014
|
|
|
$
|
7,526
|
|
Tax credit carryforward
|
|
—
|
|
|
4,607
|
|
||
Available-for-sale securities
|
|
5,257
|
|
|
—
|
|
||
Investments
|
|
3,536
|
|
|
3,632
|
|
||
Accrued employee benefits
|
|
2,108
|
|
|
3,421
|
|
||
Other
|
|
769
|
|
|
516
|
|
||
Total deferred tax assets
|
|
$
|
19,684
|
|
|
$
|
19,702
|
|
Deferred tax liabilities:
|
|
|
|
|
||||
Purchase accounting adjustments
|
|
6,442
|
|
|
5,460
|
|
||
Available-for-sale securities
|
|
—
|
|
|
3,711
|
|
||
Bank premises and equipment
|
|
1,968
|
|
|
1,536
|
|
||
Deferred loan income
|
|
1,769
|
|
|
1,442
|
|
||
Other
|
|
691
|
|
|
1,830
|
|
||
Total deferred tax liabilities
|
|
$
|
10,870
|
|
|
$
|
13,979
|
|
Net deferred tax asset
|
|
$
|
8,814
|
|
|
$
|
5,723
|
|
(Dollars in thousands, except per common share data)
|
2013
|
2012
|
2011
|
||||||
Distributed earnings allocated to common shareholders
|
$
|
5,749
|
|
$
|
4,770
|
|
$
|
3,167
|
|
Undistributed earnings allocated to common shareholders
|
11,685
|
|
15,494
|
|
8,019
|
|
|||
Net earnings allocated to common shareholders
|
$
|
17,434
|
|
$
|
20,264
|
|
$
|
11,186
|
|
|
|
|
|
||||||
Weighted-average common shares outstanding
|
10,581,222
|
|
10,527,885
|
|
10,482,318
|
|
|||
Effect of potentially dilutive common shares
|
98,195
|
|
401
|
|
—
|
|
|||
Total weighted-average diluted common shares outstanding
|
10,679,417
|
|
10,528,286
|
|
10,482,318
|
|
|||
|
|
|
|
||||||
Earnings per common share:
|
|
|
|
||||||
Basic
|
$
|
1.65
|
|
$
|
1.92
|
|
$
|
1.07
|
|
Diluted
|
$
|
1.63
|
|
$
|
1.92
|
|
$
|
1.07
|
|
|
|
|
|
||||||
Anti-dilutive common shares excluded from calculation:
|
|
|
|
||||||
Stock options and SARs
|
91,902
|
|
144,535
|
|
210,370
|
|
(Dollars in thousands)
|
2013
|
2012
|
||||
Home equity lines of credit
|
$
|
49,533
|
|
$
|
43,818
|
|
Unadvanced construction loans
|
30,203
|
|
11,839
|
|
||
Other loan commitments
|
137,661
|
|
113,868
|
|
||
Loan commitments
|
217,397
|
|
169,525
|
|
||
|
|
|
||||
Standby letters of credit
|
$
|
33,998
|
|
$
|
35,373
|
|
|
|
Number of Common Shares Subject to Options
|
|
Weighted-Average Exercise Price
|
|
Weighted-Average Remaining Contractual Life
|
|
Aggregate Intrinsic Value
|
||||||
Outstanding at January 1
|
|
101,594
|
|
|
$
|
26.09
|
|
|
|
|
|
|||
Expired
|
|
44,500
|
|
|
23.69
|
|
|
|
|
|
||||
Outstanding at December 31
|
|
57,094
|
|
|
$
|
27.96
|
|
|
1.4 years
|
|
$
|
—
|
|
|
Exercisable at December 31
|
|
57,094
|
|
—
|
|
$
|
27.96
|
|
|
1.4 years
|
|
$
|
—
|
|
|
Options Outstanding & Exercisable
|
|||||||
Range of Exercise Prices
|
Common Shares Subject to Options Outstanding
|
Weighted-Average Remaining Contractual Life
|
Weighted-Average
Exercise Price
|
|||||
$23.59
|
to
|
$25.94
|
2,792
|
|
0.6 years
|
$
|
25.41
|
|
$26.01
|
to
|
$27.74
|
20,334
|
|
1.0 year
|
27.08
|
|
|
$28.25
|
to
|
$28.26
|
17,632
|
|
1.8 years
|
28.25
|
|
|
$28.57
|
to
|
$30.00
|
16,336
|
|
1.7 years
|
29.17
|
|
|
Total
|
57,094
|
|
1.4 years
|
$
|
27.96
|
|
|
|
Number of Common Shares Subject to SARs
|
|
Weighted-
Average
Exercise
Price
|
|
Weighted-
Average
Remaining Contractual
Life
|
|
Aggregate Intrinsic
Value
|
|||||
Outstanding at January 1
|
|
22,849
|
|
|
$
|
25.97
|
|
|
|
|
|
||
Forfeited
|
|
1,557
|
|
|
25.99
|
|
|
|
|
|
|||
Outstanding at December 31
|
|
21,292
|
|
|
$
|
25.96
|
|
|
3.7 years
|
|
$
|
—
|
|
Exercisable at December 31
|
|
21,292
|
|
|
$
|
25.96
|
|
|
3.7 years
|
|
$
|
—
|
|
Exercise Price
|
Number of Common Shares Subject to SARs Outstanding & Exercisable
|
Weighted-
Average Remaining Contractual
Life
|
|
$23.26
|
2,000
|
|
3.6 years
|
$23.77
|
10,582
|
|
4.1 years
|
$29.25
|
8,710
|
|
3.1 years
|
Total
|
21,292
|
|
3.7 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
|
78,731
|
|
$
|
16.36
|
|
|
17,865
|
|
$
|
16.07
|
|
Awarded
|
10,500
|
|
21.75
|
|
|
72,706
|
|
21.82
|
|
||
Released
|
27,262
|
|
16.62
|
|
|
3,154
|
|
13.14
|
|
||
Forfeited
|
1,763
|
|
16.22
|
|
|
2,163
|
|
19.97
|
|
||
Outstanding at December 31
|
60,206
|
|
$
|
17.18
|
|
|
85,254
|
|
$
|
20.98
|
|
(Dollars in thousands)
|
2013
|
2012
|
2011
|
||||||
Total stock-based compensation
|
$
|
1,362
|
|
$
|
942
|
|
$
|
310
|
|
Recognized tax benefit
|
(477
|
)
|
(330
|
)
|
(109
|
)
|
|||
Net expense recognized
|
$
|
885
|
|
$
|
612
|
|
$
|
201
|
|
Condensed Balance Sheets
|
December 31,
|
|||||
(Dollars in thousands)
|
2013
|
2012
|
||||
Assets:
|
|
|
||||
Cash and due from other banks
|
$
|
50
|
|
$
|
50
|
|
Interest-bearing deposits in subsidiary bank
|
5,541
|
|
2,743
|
|
||
Receivable from subsidiary bank
|
828
|
|
482
|
|
||
Available-for-sale investment securities, at estimated fair value (amortized cost of $1,213 at December 31, 2013 and 2012, respectively)
|
4,548
|
|
4,106
|
|
||
Investments in subsidiaries:
|
|
|
||||
Bank
|
205,167
|
|
214,385
|
|
||
Non-bank
|
30,527
|
|
29,893
|
|
||
Other assets
|
854
|
|
866
|
|
||
Total assets
|
$
|
247,515
|
|
$
|
252,525
|
|
Liabilities:
|
|
|
||||
Accrued expenses and other liabilities
|
$
|
6,815
|
|
$
|
6,878
|
|
Long-term borrowings
|
19,147
|
|
23,919
|
|
||
Total liabilities
|
25,962
|
|
30,797
|
|
||
Common stockholders' equity
|
221,553
|
|
221,728
|
|
||
Total stockholders' equity
|
221,553
|
|
221,728
|
|
||
Total liabilities and stockholders' equity
|
$
|
247,515
|
|
$
|
252,525
|
|
Condensed Statements of Income
|
Year Ended December 31,
|
||||||||
(Dollars in thousands)
|
2013
|
2012
|
2011
|
||||||
Income:
|
|
|
|
||||||
Dividends from subsidiary bank
|
$
|
15,000
|
|
$
|
12,750
|
|
$
|
25,500
|
|
Net gain on securities transactions
|
—
|
|
273
|
|
—
|
|
|||
Net loss on other transactions
|
—
|
|
(1,033
|
)
|
—
|
|
|||
Interest and other income
|
132
|
|
205
|
|
175
|
|
|||
Total income
|
15,132
|
|
12,195
|
|
25,675
|
|
|||
Expenses:
|
|
|
|
||||||
Interest expense on junior subordinated debentures held by subsidiary trust
|
—
|
|
1,948
|
|
2,014
|
|
|||
Intercompany management fees
|
1,257
|
|
1,049
|
|
921
|
|
|||
Other expense
|
3,411
|
|
2,216
|
|
1,335
|
|
|||
Total expenses
|
4,668
|
|
5,213
|
|
4,270
|
|
|||
Income before federal income taxes and equity in (excess dividends from) undistributed earnings of subsidiaries
|
10,464
|
|
6,982
|
|
21,405
|
|
|||
Applicable income tax benefit
|
(1,510
|
)
|
(2,127
|
)
|
(1,734
|
)
|
|||
Equity in (excess dividends from) undistributed earnings of subsidiaries
|
5,600
|
|
11,276
|
|
(10,584
|
)
|
|||
Net income
|
$
|
17,574
|
|
$
|
20,385
|
|
$
|
12,555
|
|
Statements of Cash Flows
|
Year Ended December 31,
|
||||||||
(Dollars in thousands)
|
2013
|
2012
|
2011
|
||||||
Operating activities
|
|
|
|
||||||
Net income
|
$
|
17,574
|
|
$
|
20,385
|
|
$
|
12,555
|
|
Adjustment to reconcile net income to cash provided by operations:
|
|
|
|
||||||
(Equity in) excess dividends from undistributed earnings of subsidiaries
|
(5,600
|
)
|
(11,276
|
)
|
10,584
|
|
|||
Gain on investment securities
|
—
|
|
(273
|
)
|
—
|
|
|||
Loss on debt extinguishment
|
—
|
|
1,033
|
|
—
|
|
|||
Other, net
|
1,803
|
|
(663
|
)
|
2,534
|
|
|||
Net cash provided by operating activities
|
13,777
|
|
9,206
|
|
25,673
|
|
|||
Investing activities
|
|
|
|
||||||
Net proceeds from sales and maturities of investment securities
|
—
|
|
273
|
|
25
|
|
|||
Investment in subsidiaries
|
—
|
|
(9,815
|
)
|
—
|
|
|||
Change in receivable from subsidiary
|
(619
|
)
|
3,814
|
|
(3,451
|
)
|
|||
Net cash used in investing activities
|
(619
|
)
|
(5,728
|
)
|
(3,426
|
)
|
|||
Financing activities
|
|
|
|
||||||
Proceeds from long-term borrowings
|
—
|
|
24,000
|
|
—
|
|
|||
Payments on long-term borrowings
|
(4,800
|
)
|
—
|
|
—
|
|
|||
Repurchase of preferred shares
|
—
|
|
—
|
|
(39,000
|
)
|
|||
Redemption of junior subordinated debentures
|
—
|
|
(23,668
|
)
|
—
|
|
|||
Preferred stock dividends
|
—
|
|
—
|
|
(1,232
|
)
|
|||
Purchase of treasury stock
|
(228
|
)
|
(1,357
|
)
|
(187
|
)
|
|||
Proceeds from issuance of common stock
|
8
|
|
6
|
|
10
|
|
|||
Cash dividends paid
|
(5,419
|
)
|
(4,457
|
)
|
(3,922
|
)
|
|||
Excess tax benefit for share-based payments
|
79
|
|
709
|
|
—
|
|
|||
Net cash used in financing activities
|
(10,360
|
)
|
(4,767
|
)
|
(44,331
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
2,798
|
|
(1,289
|
)
|
(22,084
|
)
|
|||
Cash and cash equivalents at the beginning of year
|
2,793
|
|
4,082
|
|
26,166
|
|
|||
Cash and cash equivalents at the end of year
|
$
|
5,591
|
|
$
|
2,793
|
|
$
|
4,082
|
|
Supplemental cash flow information:
|
|
|
|
||||||
Interest paid
|
$
|
915
|
|
$
|
2,246
|
|
$
|
1,981
|
|
|
|
2013
|
||||||||||||||
(Dollars in thousands, except per share data)
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
Total interest income
|
|
$
|
16,066
|
|
|
$
|
16,111
|
|
|
$
|
16,509
|
|
|
$
|
18,385
|
|
Total interest expense
|
|
3,091
|
|
|
2,956
|
|
|
2,833
|
|
|
2,806
|
|
||||
Net interest income
|
|
12,975
|
|
|
13,155
|
|
|
13,676
|
|
|
15,579
|
|
||||
Recovery of loan losses
|
|
(1,065
|
)
|
|
(1,462
|
)
|
|
(919
|
)
|
|
(964
|
)
|
||||
Net loss on asset disposals and other transactions
|
|
(5
|
)
|
|
(6
|
)
|
|
(19
|
)
|
|
(125
|
)
|
||||
Net gain (loss) on investment securities
|
|
418
|
|
|
26
|
|
|
(1
|
)
|
|
46
|
|
||||
Other income
|
|
9,072
|
|
|
9,216
|
|
|
9,586
|
|
|
9,346
|
|
||||
Intangible asset amortization
|
|
189
|
|
|
164
|
|
|
180
|
|
|
274
|
|
||||
Acquisition-related expenses
|
|
65
|
|
|
37
|
|
|
182
|
|
|
1,128
|
|
||||
Other expenses
|
|
15,931
|
|
|
16,221
|
|
|
16,901
|
|
|
16,993
|
|
||||
Income tax expense
|
|
2,318
|
|
|
2,510
|
|
|
4,381
|
|
|
2,301
|
|
||||
Net income
|
|
$
|
5,022
|
|
|
$
|
4,921
|
|
|
$
|
2,517
|
|
|
$
|
5,114
|
|
Earnings per common share - Basic
|
|
$
|
0.47
|
|
|
$
|
0.46
|
|
|
$
|
0.24
|
|
|
$
|
0.48
|
|
Earnings per common share - Diluted
|
|
$
|
0.47
|
|
|
$
|
0.46
|
|
|
$
|
0.23
|
|
|
$
|
0.47
|
|
Weighted-average common shares outstanding - Basic
|
|
10,556,261
|
|
|
10,576,643
|
|
|
10,589,126
|
|
|
10,602,266
|
|
||||
Weighted-average common shares outstanding - Diluted
|
|
10,571,383
|
|
|
10,597,033
|
|
|
10,692,555
|
|
|
10,718,465
|
|
|
|
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
|
|
||||
Acquisition-related expenses
|
|
2
|
|
|
231
|
|
|
265
|
|
|
71
|
|
||||
Other expenses
|
|
14,907
|
|
|
15,346
|
|
|
15,267
|
|
|
16,876
|
|
||||
Income tax expense
|
|
3,079
|
|
|
2,471
|
|
|
2,310
|
|
|
1,665
|
|
||||
Net income
|
|
$
|
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
|
|
(A)
|
the date and nature of any amendment to a provision of Peoples' Code of Ethics that
|
(i)
|
applies to the principal executive officer, principal financial officer, principal accounting officer or controller of Peoples, or persons performing similar functions,
|
(ii)
|
relates to any element of the code of ethics definition set forth in Item 406(b) of SEC Regulation S‑K, and
|
(iii)
|
is not a technical, administrative or other non-substantive amendment; and
|
(B)
|
a description (including the nature of the waiver, the name of the person to whom the waiver was granted and the date of the waiver) of any waiver, including an implicit waiver, from a provision of the Code of Ethics granted to the principal executive officer, principal financial officer, principal accounting officer or controller of Peoples, or persons performing similar functions, that relates to one or more of the elements of the code of ethics definition set forth in Item 406(b) of SEC Regulation S-K.
|
(i)
|
the Peoples Bancorp Inc. 1995 Stock Option Plan (the “1995 Plan”);
|
(ii)
|
the Peoples Bancorp Inc. 1998 Stock Option Plan (the “1998 Plan”);
|
(iii)
|
the Peoples Bancorp Inc. 2002 Stock Option Plan (the “2002 Plan”);
|
(iv)
|
the Peoples Bancorp Inc. Second Amended and Restated 2006 Equity Plan (the “2006 Plan”); and
|
(v)
|
the Peoples Bancorp Inc. Second Amended and Restated Deferred Compensation Plan for Directors of Peoples Bancorp Inc. and Subsidiaries (the “Deferred Compensation Plan”).
|
Plan Category
|
(a)
Number of common shares to be issued upon exercise of outstanding options, warrants and rights
|
|
(b)
Weighted-average exercise price of outstanding options, warrants and rights
|
|
(c)
Number of common shares remaining available for future issuance under equity compensation plans (excluding common shares reflected in column (a))
|
|
|||||||
Equity compensation plans approved by shareholders
|
318,113
|
|
(1
|
)
|
$
|
27.42
|
|
(2
|
)
|
512,476
|
|
(3
|
)
|
|
|
|
|
|
|
|
|||||||
Equity compensation plans not approved by shareholders
|
—
|
|
|
—
|
|
|
—
|
|
|
||||
Total
|
318,113
|
|
|
$
|
27.42
|
|
|
512,476
|
|
|
(1)
|
Includes an aggregate of 92,709 common shares issuable upon exercise of options granted under the 1995 Plan, the 1998 Plan and the 2002 Plan and options and stock appreciation rights granted under the 2006 Plan and 157,330 restricted common shares subject to time-based or performance-based vesting restrictions, and 68,074 common shares allocated to participants' bookkeeping accounts under the Deferred Compensation Plan.
|
(2)
|
Represents weighted-average exercise price of outstanding options granted under the 1995 Plan, the 1998 Plan and the 2002 Plan and options and stock appreciation rights granted under the 2006 Plan. The weighted-average exercise price does not take into account the common shares allocated to participants' time-based or performance-based restricted stock awards or bookkeeping accounts under the Deferred Compensation Plan.
|
(3)
|
Includes 512,476 common shares remaining available for future grants under the 2006 Plan at
December 31, 2013
. No common shares were available for future grants under the 1995 Plan, the 1998 Plan and the 2002 Plan at
|
(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, 2013 and 2012
|
|
Consolidated Statements of Income for each of the three years in the period ended December 31, 2013
|
|
Consolidated Statements of Comprehensive Income for each of the three years in the period ended December 31, 2013
|
|
Consolidated Statements of Stockholders’ Equity for each of the three years in the period ended December 31, 2013
|
|
Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2013
|
|
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 27, 2014
|
|
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
|
|
2/27/2014
|
|
Charles W. Sulerzyski
|
|
|
|
|
|
|
|
|
|
|
|
/s/ EDWARD G. SLOANE
|
|
Executive Vice President, Chief Financial Officer
|
|
2/27/2014
|
|
Edward G. Sloane
|
|
and Treasurer (Principal Financial and Accounting Officer)
|
|
|
|
|
|
|
|
|
|
/s/ TARA M. ABRAHAM*
|
|
Director
|
|
2/27/2014
|
|
Tara M. Abraham
|
|
|
|
|
|
|
|
|
|
|
|
/s/ CARL L. BAKER, JR.*
|
|
Director
|
|
2/27/2014
|
|
Carl L. Baker, Jr.
|
|
|
|
|
|
|
|
|
|
|
|
/s/ GEORGE W. BROUGHTON*
|
|
Director
|
|
2/27/2014
|
|
George W. Broughton
|
|
|
|
|
|
|
|
|
|
|
|
/s/ RICHARD FERGUSON*
|
|
Chairman of the Board and Director
|
|
2/27/2014
|
|
Richard Ferguson
|
|
|
|
|
|
|
|
|
|
|
|
/s/ JAMES S. HUGGINS*
|
|
Director
|
|
2/27/2014
|
|
James S. Huggins
|
|
|
|
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/s/ BRENDA F. JONES, M.D.*
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Director
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2/27/2014
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Brenda F. Jones, M.D.
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/s/ DAVID L. MEAD*
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Director
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2/27/2014
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David L. Mead
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/s/ SUSAN D. RECTOR*
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Director
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2/27/2014
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Susan D. Rector
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/s/ THEODORE P. SAUBER*
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Director
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2/27/2014
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Theodore P. Sauber
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/s/ THOMAS J. WOLF*
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Director
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2/27/2014
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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 Charles 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 27th day of February, 2014.
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||||
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By:
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/s/ CHARLES W. SULERZYSKI
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Charles W. Sulerzyski
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||||
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President and Chief Executive Officer
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||||
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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, 2013
|
||||
|
||||
Exhibit
Number
|
|
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)
|
|
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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10.37
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Form of Peoples Bancorp Inc. Amended and Restated 2006 Equity Plan Performance-Based Restricted Stock Agreement for executives used to evidence awards of performance-based restricted stock granted to executives of Peoples Bancorp Inc. (from January 1, 2012 to July 24, 2013)*
|
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Incorporated herein by reference to Exhibit 10.41 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 Agreement for executives used to evidence awards of time-based restricted stock granted to executives of Peoples Bancorp Inc. (from January 1, 2012 to June 26, 2013)*
|
|
Incorporated herein by reference to Exhibit 10.43 to Peoples’ 2011 Form 10-K
|
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10.39
|
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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
|
|
Rule 13a-14(a)/15d-14(a) Certifications [President and Chief Executive Officer]
|
|
Filed herewith
|
|
|
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|
|
31.2
|
|
Rule 13a-14(a)/15d-14(a) Certifications [Executive Vice President, Chief Financial Officer and Treasurer]
|
|
Filed herewith
|
|
|
|
|
|
32
|
|
Certifications Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code [President and Chief Executive Officer; and Executive Vice President, Chief Financial Officer and Treasurer]
|
|
Furnished herewith
|
|
|
|
|
|
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 #
|
|
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
Submitted electronically herewith #
|
|
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
Submitted electronically herewith #
|
|
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
Submitted electronically herewith #
|
|
|
|
|
|
*Management Compensation Plan or Agreement
|
||||
|
|
|
|
|
# Attached as Exhibit 101 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2013 of Peoples Bancorp Inc. are the following documents formatted in XBRL (eXtensive Business Reporting Language): (i) Consolidated Balance Sheets at December 31, 2013 and December 31, 2012; (ii) Consolidated Statements of Income for the years ended December 31, 2013, 2012 and 2011; (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2013, 2012 and 2011; (iv) Consolidated Statements of Stockholders' Equity for the years ended December 31, 2013, 2012 and 2011; (v) Consolidated Statements of Cash Flows for the years ended December 31, 2013, 2012 and 2011 and (vi) Notes to the Consolidated Financial Statements.
|
||||
|
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|
|
Subsidiaries of Peoples Bancorp Inc.
|
|
|
|
|
The following are the only subsidiaries of Peoples Bancorp Inc.:
|
|
|
|
|
|
|
Name of Subsidiary
|
|
Jurisdiction of
Incorporation or Organization
|
|
Peoples Bank, National Association (“Peoples Bank”)
|
|
United States
|
|
|
Peoples Insurance Agency, LLC (“Peoples Insurance”)
|
|
Ohio
|
|
PBNA, L.L.C.
|
|
Delaware
|
|
|
|
|
Peoples Investment Company
|
|
Delaware
|
|
|
Peoples Capital Corporation
|
|
Delaware
|
1)
|
Registration Statements (Form S-8, No. 33-1803, Form S-8, No. 333-108383, and Form S-8, No. 333-189744) 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 as amended (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 Statements (Form S-8, No. 333-136383 and Form S-8, No. 333-188149) related to the Peoples Bancorp Inc. Second Amended and Restated 2006 Equity Plan (formerly known as the Peoples Bancorp Inc. Amended and Restated 2006 Equity Plan and 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, and
|
10)
|
Registration Statement (Form S-3, No. 333-181687) related to Peoples Bancorp Inc.’s shelf registration of common shares, preferred shares, depositary shares, debt securities, warrants and units
|
|
|
|
/s/ Ernst & Young LLP
|
|
|
/s/
|
TARA M. ABRAHAM
|
|
|
|
[Signature]
|
|
|
|
|
|
|
|
Tara M. Abraham
|
|
|
|
[Printed Name]
|
|
|
/s/
|
CARL BAKER, JR.
|
|
|
|
[Signature]
|
|
|
|
|
|
|
|
Carl Baker, Jr.
|
|
|
|
[Printed Name]
|
|
|
/s/
|
GEORGE W. BROUGHTON
|
|
|
|
[Signature]
|
|
|
|
|
|
|
|
George W. Broughton
|
|
|
|
[Printed Name]
|
|
|
/s/
|
RICHARD FERGUSON
|
|
|
|
[Signature]
|
|
|
|
|
|
|
|
Richard Ferguson
|
|
|
|
[Printed Name]
|
|
|
/s/
|
JAMES S. HUGGINS
|
|
|
|
[Signature]
|
|
|
|
|
|
|
|
James S. Huggins
|
|
|
|
[Printed Name]
|
|
|
/s/
|
BRENDA F. JONES
|
|
|
|
[Signature]
|
|
|
|
|
|
|
|
Brenda F. Jones
|
|
|
|
[Printed Name]
|
|
|
/s/
|
DAVID L. MEAD
|
|
|
|
[Signature]
|
|
|
|
|
|
|
|
David L. Mead
|
|
|
|
[Printed Name]
|
|
|
/s/
|
SUSAN D. RECTOR
|
|
|
|
[Signature]
|
|
|
|
|
|
|
|
Susan D. Rector
|
|
|
|
[Printed Name]
|
|
|
/s/
|
THOMAS J. WOLF
|
|
|
|
[Signature]
|
|
|
|
|
|
|
|
Thomas J. Wolf
|
|
|
|
[Printed Name]
|
|
1.
|
I have reviewed this Annual Report on Form 10-K for the fiscal year ended
December 31, 2013
, 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 27, 2014
|
|
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, 2013
, 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 27, 2014
|
|
By:/s/
|
EDWARD G. SLOANE
|
|
|
|
|
Edward G. Sloane
|
|
|
|
|
Executive Vice President,
|
|
|
|
|
Chief Financial Officer and Treasurer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
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.
|
|
|
|
|
|
Date:
|
February 27, 2014
|
|
By:/s/
|
CHARLES W. SULERZYSKI
|
|
|
|
|
Charles W. Sulerzyski
|
|
|
|
|
President and Chief Executive Officer
|
|
|
|
|
|
Date:
|
February 27, 2014
|
|
By:/s/
|
EDWARD G. SLOANE
|
|
|
|
|
Edward G. Sloane
|
|
|
|
|
Executive Vice President,
|
|
|
|
|
Chief Financial Officer and Treasurer
|