Maryland
|
52-1532952
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
17801 Georgia Avenue, Olney, Maryland
|
20832
|
(Address of principal executive offices)
|
(Zip Code)
|
Title of each class
|
Name of each exchange on which registered
|
Common Stock, par value $1.00 per share
|
The NASDAQ Stock Market, LLC
|
Forward-Looking Statements
|
3
|
|
|
PART I.
|
|
|
|
Item 1. Business
|
4
|
Item 1A. Risk Factors
|
16
|
Item 1B. Unresolved Staff Comments
|
22
|
Item 2. Properties
|
22
|
Item 3. Legal Proceedings
|
22
|
Item 4. Mine Safety Disclosures
|
22
|
|
|
PART II.
|
|
|
|
Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
22
|
Item 6. Selected Financial Data
|
26
|
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
27
|
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
|
53
|
Item 8. Financial Statements and Supplementary Data
|
54
|
Reports of Independent Registered Public Accounting Firm
|
55
|
Consolidated Financial Statements
|
58
|
Notes to the Consolidated Financial Statements
|
63
|
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
|
114
|
Item 9A. Controls and Procedures
|
114
|
Item 9B. Other Information
|
114
|
|
|
PART III.
|
|
|
|
Item 10.
Directors, Executive Officers and Corporate Governance
|
114
|
Item 11.
Executive Compensation
|
114
|
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
114
|
Item 13.
Certain Relationships and Related Transactions and Director Independence
|
114
|
Item 14.
Principal Accounting Fees and Services
|
114
|
|
|
PART IV.
|
|
Item 15. Exhibits, Financial Statement Schedules
|
115
|
Signatures
|
117
|
· | general business and economic conditions nationally or in the markets that the Company serves could adversely affect, among other things, real estate prices, unemployment levels, and consumer and business confidence, which could lead to decreases in the demand for loans, deposits and other financial services that we provide and increases in loan delinquencies and defaults; |
· | changes or volatility in the capital markets and interest rates may adversely impact the value of securities, loans, deposits and other financial instruments and the interest rate sensitivity of our balance sheet as well as our liquidity; |
· | our liquidity requirements could be adversely affected by changes in our assets and liabilities; |
· | our investment securities portfolio is subject to credit risk, market risk, and liquidity risk as well as changes in the estimates we use to value certain of the securities in our portfolio; |
· | the effect of legislative or regulatory developments including changes in laws concerning taxes, banking, securities, insurance and other aspects of the financial services industry; |
· | competitive factors among financial services companies, including product and pricing pressures and our ability to attract, develop and retain qualified banking professionals; |
· | the effect of changes in accounting policies and practices, as may be adopted by the Financial Accounting Standards Board, the Securities and Exchange Commission, the Public Company Accounting Oversight Board and other regulatory agencies; and |
· | the effect of fiscal and governmental policies of the United States federal government. |
3 | ||
|
4 | ||
|
5 | ||
|
6 | ||
|
7 | ||
|
8 | ||
|
9 | ||
|
10 | ||
|
11 | ||
|
12 | ||
|
13 | ||
|
14 | ||
|
15 | ||
|
16 | ||
|
17 | ||
|
· | past and future dividend practice; |
· | financial condition, performance, creditworthiness and prospects; |
18 | ||
|
· | quarterly variations in operating results or the quality of the Company’s assets; |
· | operating results that vary from the expectations of management, securities analysts and investors; |
· | changes in expectations as to the future financial performance; |
· | announcements of innovations, new products, strategic developments, significant contracts, acquisitions and other material events by the Company or its competitors; |
· | the operating and securities price performance of other companies that investors believe are comparable to the Company; |
· | future sales of the Company’s equity or equity-related securities; |
· | the credit, mortgage and housing markets, the markets for securities relating to mortgages or housing, and developments with respect to financial institutions generally; and |
· | changes in global financial markets and global economies and general market conditions, such as interest or foreign exchange rates, stock, commodity or real estate valuations or volatility or other geopolitical, regulatory or judicial events. |
19 | ||
|
20 | ||
|
21 | ||
|
22 | ||
|
|
|
2013
|
|
2012
|
|
||||||||||||||
|
|
Stock Price Range
|
|
Per Share
|
|
Stock Price Range
|
|
Per Share
|
|
||||||||||
Quarter
|
|
Low
|
|
High
|
|
Dividend
|
|
Low
|
|
High
|
|
Dividend
|
|
||||||
1
st
|
|
$
|
18.66
|
|
$
|
20.63
|
|
$
|
0.14
|
|
$
|
17.01
|
|
$
|
19.87
|
|
$
|
0.10
|
|
2
nd
|
|
$
|
18.72
|
|
$
|
22.50
|
|
|
0.16
|
|
$
|
16.66
|
|
$
|
18.74
|
|
|
0.12
|
|
3
rd
|
|
$
|
21.57
|
|
$
|
26.82
|
|
|
0.16
|
|
$
|
17.58
|
|
$
|
19.85
|
|
|
0.12
|
|
4
th
|
|
$
|
22.91
|
|
$
|
29.45
|
|
|
0.18
|
|
$
|
16.75
|
|
$
|
19.81
|
|
|
0.14
|
|
Total
|
|
|
|
|
|
|
|
$
|
0.64
|
|
|
|
|
|
|
|
$
|
0.48
|
|
23 | ||
|
|
|
Period Ending
|
|
||||||||||
Index
|
|
12/31/08
|
|
12/31/09
|
|
12/31/10
|
|
12/31/11
|
|
12/31/12
|
|
12/31/13
|
|
Sandy Spring Bancorp, Inc.
|
|
100.00
|
|
41.88
|
|
87.04
|
|
84.53
|
|
95.99
|
|
143.36
|
|
S&P 500
|
|
100.00
|
|
126.46
|
|
145.51
|
|
148.59
|
|
172.37
|
|
228.19
|
|
SASR Peer Group Index*
|
|
100.00
|
|
67.70
|
|
89.46
|
|
74.49
|
|
88.03
|
|
120.31
|
|
24 | ||
|
|
|
|
|
|
|
|
|
Number of securities remaining
|
|
|
|
Number of securities to be
|
|
|
|
|
|
available for future issuance
|
|
|
|
issued upon exercise of
|
|
Weighted average exercise
|
|
under equity compensation plans
|
|
||
|
|
outstanding options,
|
|
price of outstanding options,
|
|
(excluding securities reflected in
|
|
||
Plan category
|
|
warrants and rights
|
|
warrants and rights
|
|
the first column)
|
|
||
Equity compensation plans approved by security holders
|
|
310,950
|
|
|
$
|
25.28
|
|
1,055,661
|
|
Equity compensation plans not approved by security holders
|
|
-
|
|
|
|
-
|
|
-
|
|
Total
|
|
310,950
|
|
|
$
|
25.28
|
|
1,055,661
|
|
25 | ||
|
(Dollars in thousands, except per share data)
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
|
2009
|
|
||||
Results of Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax-equivalent interest income
|
|
$
|
154,639
|
|
|
$
|
149,244
|
|
|
$
|
145,072
|
|
|
$
|
153,185
|
|
|
$
|
160,069
|
|
Interest expense
|
|
|
19,433
|
|
|
|
22,651
|
|
|
|
26,524
|
|
|
|
32,742
|
|
|
|
51,522
|
|
Tax-equivalent net interest income
|
|
|
135,206
|
|
|
|
126,593
|
|
|
|
118,548
|
|
|
|
120,443
|
|
|
|
108,547
|
|
Tax-equivalent adjustment
|
|
|
5,292
|
|
|
|
5,374
|
|
|
|
5,602
|
|
|
|
4,836
|
|
|
|
4,839
|
|
Provision (credit) for loan and lease losses
|
|
|
(1,084)
|
|
|
|
3,649
|
|
|
|
1,428
|
|
|
|
25,908
|
|
|
|
76,762
|
|
Net interest income after provision (credit) for loan and lease losses
|
|
|
130,998
|
|
|
|
117,570
|
|
|
|
111,518
|
|
|
|
89,699
|
|
|
|
26,946
|
|
Non-interest income
|
|
|
47,511
|
|
|
|
46,956
|
|
|
|
43,500
|
|
|
|
43,782
|
|
|
|
43,356
|
|
Non-interest expenses
|
|
|
111,524
|
|
|
|
109,927
|
|
|
|
105,071
|
|
|
|
100,912
|
|
|
|
101,154
|
|
Income (loss) before taxes
|
|
|
66,985
|
|
|
|
54,599
|
|
|
|
49,947
|
|
|
|
32,569
|
|
|
|
(30,852)
|
|
Income tax expense (benefit)
|
|
|
22,563
|
|
|
|
18,045
|
|
|
|
15,845
|
|
|
|
9,049
|
|
|
|
(15,997)
|
|
Net income (loss)
|
|
|
44,422
|
|
|
|
36,554
|
|
|
|
34,102
|
|
|
|
23,520
|
|
|
|
(14,855)
|
|
Net income (loss) available to common stockholders
|
|
|
44,422
|
|
|
|
36,554
|
|
|
|
34,102
|
|
|
|
17,371
|
|
|
|
(19,665)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per Share Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) - basic per share
|
|
$
|
1.78
|
|
|
$
|
1.49
|
|
|
$
|
1.42
|
|
|
$
|
1.05
|
|
|
$
|
(0.90)
|
|
Net income (loss) - basic per common share
|
|
|
1.78
|
|
|
|
1.49
|
|
|
|
1.42
|
|
|
|
0.78
|
|
|
|
(1.20)
|
|
Net income (loss) -diluted per share
|
|
|
1.77
|
|
|
|
1.48
|
|
|
|
1.41
|
|
|
|
1.05
|
|
|
|
(0.90)
|
|
Net income (loss) - diluted per common share
|
|
|
1.77
|
|
|
|
1.48
|
|
|
|
1.41
|
|
|
|
0.78
|
|
|
|
(1.20)
|
|
Dividends declared per common share
|
|
|
0.64
|
|
|
|
0.48
|
|
|
|
0.34
|
|
|
|
0.04
|
|
|
|
0.37
|
|
Book value per common share
|
|
|
19.98
|
|
|
|
19.41
|
|
|
|
18.52
|
|
|
|
16.95
|
|
|
|
17.80
|
|
Dividends declared to diluted net income per common share
|
|
|
36.16
|
%
|
|
|
32.43
|
%
|
|
|
24.11
|
%
|
|
|
5.13
|
%
|
|
|
n/m
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period End Balances:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets
|
|
$
|
4,106,100
|
|
|
$
|
3,955,206
|
|
|
$
|
3,711,370
|
|
|
$
|
3,519,388
|
|
|
$
|
3,630,478
|
|
Investment securities
|
|
|
1,016,609
|
|
|
|
1,075,032
|
|
|
|
1,164,699
|
|
|
|
1,042,943
|
|
|
|
1,023,799
|
|
Loans and leases
|
|
|
2,784,266
|
|
|
|
2,531,128
|
|
|
|
2,239,692
|
|
|
|
2,156,232
|
|
|
|
2,298,010
|
|
Deposits
|
|
|
2,877,225
|
|
|
|
2,913,034
|
|
|
|
2,656,520
|
|
|
|
2,549,872
|
|
|
|
2,696,842
|
|
Borrowings
|
|
|
703,842
|
|
|
|
526,987
|
|
|
|
584,021
|
|
|
|
537,001
|
|
|
|
535,646
|
|
Stockholders’ equity
|
|
|
499,363
|
|
|
|
483,512
|
|
|
|
446,109
|
|
|
|
407,569
|
|
|
|
373,586
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average Balances:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets
|
|
$
|
4,007,411
|
|
|
$
|
3,780,084
|
|
|
$
|
3,581,566
|
|
|
$
|
3,612,988
|
|
|
$
|
3,557,234
|
|
Investment securities
|
|
|
1,063,247
|
|
|
|
1,062,377
|
|
|
|
1,129,981
|
|
|
|
1,039,126
|
|
|
|
824,802
|
|
Loans and leases
|
|
|
2,642,872
|
|
|
|
2,415,459
|
|
|
|
2,161,759
|
|
|
|
2,236,885
|
|
|
|
2,416,470
|
|
Deposits
|
|
|
2,889,875
|
|
|
|
2,777,098
|
|
|
|
2,614,220
|
|
|
|
2,611,009
|
|
|
|
2,599,284
|
|
Borrowings
|
|
|
595,842
|
|
|
|
510,704
|
|
|
|
518,784
|
|
|
|
534,629
|
|
|
|
535,272
|
|
Stockholders’ equity
|
|
|
487,836
|
|
|
|
465,719
|
|
|
|
422,681
|
|
|
|
441,195
|
|
|
|
389,221
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performance Ratios:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Return on average assets
|
|
|
1.11
|
%
|
|
|
0.97
|
%
|
|
|
0.95
|
%
|
|
|
0.48
|
%
|
|
|
(0.55)
|
%
|
Return on average common equity
|
|
|
9.11
|
|
|
|
7.85
|
|
|
|
8.07
|
|
|
|
4.56
|
|
|
|
(6.35)
|
|
Yield on average interest-earning assets
|
|
|
4.15
|
|
|
|
4.24
|
|
|
|
4.37
|
|
|
|
4.58
|
|
|
|
4.85
|
|
Rate on average interest-bearing liabilities
|
|
|
0.74
|
|
|
|
0.89
|
|
|
|
1.06
|
|
|
|
1.27
|
|
|
|
1.97
|
|
Net interest spread
|
|
|
3.41
|
|
|
|
3.35
|
|
|
|
3.31
|
|
|
|
3.31
|
|
|
|
2.88
|
|
Net interest margin
|
|
|
3.63
|
|
|
|
3.60
|
|
|
|
3.57
|
|
|
|
3.60
|
|
|
|
3.29
|
|
Efficiency ratio GAAP
(1)
|
|
|
62.86
|
|
|
|
65.36
|
|
|
|
67.16
|
|
|
|
63.31
|
|
|
|
68.78
|
|
Efficiency ratio Non-GAAP
(1)
|
|
|
60.06
|
|
|
|
60.94
|
|
|
|
63.75
|
|
|
|
60.36
|
|
|
|
64.37
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital Ratios:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tier 1 leverage
|
|
|
11.32
|
%
|
|
|
10.98
|
%
|
|
|
10.84
|
%
|
|
|
10.30
|
%
|
|
|
9.09
|
%
|
Tier 1 capital to risk-weighted assets
|
|
|
14.42
|
|
|
|
14.15
|
|
|
|
14.57
|
|
|
|
14.11
|
|
|
|
12.01
|
|
Total regulatory capital to risk-weighted assets
|
|
|
15.65
|
|
|
|
15.40
|
|
|
|
15.83
|
|
|
|
15.37
|
|
|
|
13.27
|
|
Tangible common equity to tangible assets - Non-GAAP
(2)
|
|
|
10.37
|
|
|
|
9.94
|
|
|
|
9.68
|
|
|
|
9.51
|
|
|
|
5.95
|
|
Average equity to average assets
|
|
|
12.17
|
|
|
|
12.32
|
|
|
|
11.80
|
|
|
|
12.21
|
|
|
|
10.94
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Credit Quality Ratios:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for loan losses to loans and leases
|
|
|
1.39
|
%
|
|
|
1.70
|
%
|
|
|
2.21
|
%
|
|
|
2.88
|
%
|
|
|
2.81
|
%
|
Non-performing loans to total loans
|
|
|
1.44
|
|
|
|
2.29
|
|
|
|
3.53
|
|
|
|
4.08
|
|
|
|
5.82
|
|
Non-performing assets to total assets
|
|
|
1.01
|
|
|
|
1.61
|
|
|
|
2.25
|
|
|
|
2.78
|
|
|
|
3.89
|
|
Net charge-offs to average loans and leases
|
|
|
0.12
|
|
|
|
0.42
|
|
|
|
0.66
|
|
|
|
1.27
|
|
|
|
2.61
|
|
(1) | See the discussion of the efficiency ratio in the section of Management’s Discussion and Analysis of Financial Condition and Results of Operations entitled “Operating Expense Performance.” |
(2) | See the discussion of tangible common equity in the section of Management’s Discussion and Analysis of Financial Condition and Results of Operations entitled “Tangible Common Equity.” |
26 | ||
|
Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
· | Net interest income increased 7% in 2013 compared to 2012. This increase was due primarily to growth in average interest-earning assets, largely resulting from higher-earning commercial loans added due to organic loan growth. Combined with an improved deposit mix, these factors more than offset lower overall earning asset yields. |
· | Total loans at December 31, 2013 increased 10% compared to the balance at December 31, 2012. This improvement was driven primarily by the growth in commercial loans. |
· | The provision for loan and lease losses was a credit of $1.1 million for 2013 compared to a charge of $3.6 million for 2012. The resolution of non-performing loans and reduced migration of existing loans into non-performing status resulted in a decrease in the provision for 2013.Non-interest income increased $0.5 million or 1% for 2013 compared to 2012 due largely to growth in wealth management income, insurance agency commissions and other non-interest income which were substantially offset by a decrease in mortgage banking activities due to a lower volume of refinancing activity. |
27 | ||
|
· | Allowance for loan and lease losses; |
· | Goodwill and other intangible asset impairment; |
· | Accounting for income taxes; |
· | Fair value measurements; |
· | Defined benefit pension plan. |
28 | ||
|
· | trends in delinquencies and other non-performing loans; |
· | changes in the risk profile related to large loans in the portfolio; |
· | changes in the categories of loans comprising the loan portfolio; |
· | concentrations of loans to specific industry segments; |
· | changes in economic conditions on both a local and national level; |
· | changes in the Company’s credit administration and loan portfolio management processes; and |
· | quality of the Company’s credit risk identification processes. |
· | the borrower’s overall financial condition; |
· | resources and payment record; |
· | demonstrated or documented support available from financial guarantors; and |
· | the adequacy of collateral value and the ultimate realization of that value at liquidation. |
29 | ||
|
30 | ||
|
31 | ||
|
|
|
Year Ended December 31,
|
|
||||||||||||||||||||||
|
|
2013
|
|
2012
|
|
|
2011
|
|
|||||||||||||||||
|
|
|
|
|
|
Annualized
|
|
|
|
|
|
Annualized
|
|
|
|
|
|
Annualized
|
|
||||||
|
|
Average
|
|
(1)
|
|
Average
|
|
Average
|
|
(1)
|
|
Average
|
|
Average
|
|
(1)
|
|
Average
|
|
||||||
(Dollars in thousands and tax-equivalent)
|
|
Balances
|
|
Interest
|
|
Yield/Rate
|
|
Balances
|
|
Interest
|
|
Yield/Rate
|
|
Balances
|
|
Interest
|
|
Yield/Rate
|
|
||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential mortgage loans (2)
|
|
$
|
591,068
|
|
$
|
21,385
|
|
3.62
|
%
|
$
|
503,963
|
|
$
|
21,281
|
|
4.22
|
%
|
$
|
457,886
|
|
$
|
21,971
|
|
4.80
|
%
|
Residential construction loans
|
|
|
121,488
|
|
|
4,331
|
|
3.57
|
|
|
125,295
|
|
|
4,581
|
|
3.66
|
|
|
89,823
|
|
|
3,410
|
|
3.80
|
|
Commercial ADC loans
|
|
|
156,115
|
|
|
9,596
|
|
6.15
|
|
|
147,881
|
|
|
7,721
|
|
5.22
|
|
|
149,571
|
|
|
6,819
|
|
4.56
|
|
Commercial investor real estate loans
|
|
|
495,562
|
|
|
27,901
|
|
5.63
|
|
|
421,505
|
|
|
23,167
|
|
5.50
|
|
|
349,447
|
|
|
20,213
|
|
5.78
|
|
Commercial owner occupied real estate loans
|
|
|
569,065
|
|
|
29,696
|
|
5.36
|
|
|
554,397
|
|
|
30,236
|
|
5.45
|
|
|
511,692
|
|
|
30,197
|
|
5.90
|
|
Commercial business loans
|
|
|
343,554
|
|
|
17,807
|
|
5.07
|
|
|
299,462
|
|
|
16,511
|
|
5.51
|
|
|
229,825
|
|
|
11,344
|
|
4.94
|
|
Leasing
|
|
|
1,525
|
|
|
102
|
|
6.70
|
|
|
5,117
|
|
|
326
|
|
6.36
|
|
|
10,505
|
|
|
707
|
|
6.73
|
|
Consumer loans
|
|
|
364,495
|
|
|
12,491
|
|
3.45
|
|
|
357,839
|
|
|
12,592
|
|
3.52
|
|
|
363,010
|
|
|
13,271
|
|
3.68
|
|
Total loans and leases (3)
|
|
|
2,642,872
|
|
|
123,309
|
|
4.69
|
|
|
2,415,459
|
|
|
116,415
|
|
4.82
|
|
|
2,161,759
|
|
|
107,932
|
|
5.00
|
|
Taxable securities
|
|
|
761,713
|
|
|
18,133
|
|
2.38
|
|
|
774,030
|
|
|
19,254
|
|
2.49
|
|
|
885,023
|
|
|
23,471
|
|
2.65
|
|
Tax-exempt securities (4)
|
|
|
301,534
|
|
|
13,112
|
|
4.35
|
|
|
288,347
|
|
|
13,463
|
|
4.67
|
|
|
244,958
|
|
|
13,590
|
|
5.55
|
|
Interest-bearing deposits with banks
|
|
|
33,261
|
|
|
84
|
|
0.25
|
|
|
42,668
|
|
|
111
|
|
0.26
|
|
|
30,270
|
|
|
77
|
|
0.25
|
|
Federal funds sold
|
|
|
475
|
|
|
1
|
|
0.22
|
|
|
724
|
|
|
1
|
|
0.18
|
|
|
1,337
|
|
|
2
|
|
0.14
|
|
Total interest-earning assets
|
|
|
3,739,855
|
|
|
154,639
|
|
4.15
|
|
|
3,521,228
|
|
|
149,244
|
|
4.24
|
|
|
3,323,347
|
|
|
145,072
|
|
4.37
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: allowance for loan and lease losses
|
|
|
(41,606)
|
|
|
|
|
|
|
|
(46,260)
|
|
|
|
|
|
|
|
(56,770)
|
|
|
|
|
|
|
Cash and due from banks
|
|
|
45,836
|
|
|
|
|
|
|
|
46,588
|
|
|
|
|
|
|
|
45,721
|
|
|
|
|
|
|
Premises and equipment, net
|
|
|
47,244
|
|
|
|
|
|
|
|
48,875
|
|
|
|
|
|
|
|
49,047
|
|
|
|
|
|
|
Other assets
|
|
|
216,082
|
|
|
|
|
|
|
|
209,653
|
|
|
|
|
|
|
|
220,221
|
|
|
|
|
|
|
Total assets
|
|
$
|
4,007,411
|
|
|
|
|
|
|
$
|
3,780,084
|
|
|
|
|
|
|
$
|
3,581,566
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders' Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing demand deposits
|
|
$
|
438,183
|
|
|
373
|
|
0.09
|
%
|
$
|
385,004
|
|
|
344
|
|
0.09
|
%
|
$
|
340,110
|
|
|
364
|
|
0.11
|
%
|
Regular savings deposits
|
|
|
238,818
|
|
|
204
|
|
0.09
|
|
|
212,659
|
|
|
199
|
|
0.09
|
|
|
184,050
|
|
|
183
|
|
0.10
|
|
Money market savings deposits
|
|
|
879,588
|
|
|
1,414
|
|
0.16
|
|
|
877,546
|
|
|
1,943
|
|
0.22
|
|
|
859,608
|
|
|
3,547
|
|
0.41
|
|
Time deposits
|
|
|
490,278
|
|
|
3,448
|
|
0.70
|
|
|
566,658
|
|
|
4,871
|
|
0.86
|
|
|
611,192
|
|
|
6,908
|
|
1.13
|
|
Total interest-bearing deposits
|
|
|
2,046,867
|
|
|
5,439
|
|
0.27
|
|
|
2,041,867
|
|
|
7,357
|
|
0.36
|
|
|
1,994,960
|
|
|
11,002
|
|
0.55
|
|
Other borrowings
|
|
|
60,249
|
|
|
163
|
|
0.27
|
|
|
70,477
|
|
|
204
|
|
0.29
|
|
|
78,207
|
|
|
212
|
|
0.27
|
|
Advances from FHLB
|
|
|
500,593
|
|
|
12,936
|
|
2.58
|
|
|
405,227
|
|
|
14,131
|
|
3.49
|
|
|
405,577
|
|
|
14,397
|
|
3.55
|
|
Subordinated debentures
|
|
|
35,000
|
|
|
895
|
|
2.56
|
|
|
35,000
|
|
|
959
|
|
2.74
|
|
|
35,000
|
|
|
913
|
|
2.61
|
|
Total interest-bearing liabilities
|
|
|
2,642,709
|
|
|
19,433
|
|
0.74
|
|
|
2,552,571
|
|
|
22,651
|
|
0.89
|
|
|
2,513,744
|
|
|
26,524
|
|
1.06
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest-bearing demand deposits
|
|
|
843,008
|
|
|
|
|
|
|
|
735,231
|
|
|
|
|
|
|
|
619,260
|
|
|
|
|
|
|
Other liabilities
|
|
|
33,858
|
|
|
|
|
|
|
|
26,563
|
|
|
|
|
|
|
|
25,881
|
|
|
|
|
|
|
Stockholders' equity
|
|
|
487,836
|
|
|
|
|
|
|
|
465,719
|
|
|
|
|
|
|
|
422,681
|
|
|
|
|
|
|
Total liabilities and stockholders' equity
|
|
$
|
4,007,411
|
|
|
|
|
|
|
$
|
3,780,084
|
|
|
|
|
|
|
$
|
3,581,566
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income and spread
|
|
|
|
|
$
|
135,206
|
|
3.41
|
%
|
|
|
|
$
|
126,593
|
|
3.35
|
%
|
|
|
|
$
|
118,548
|
|
3.31
|
%
|
Less: tax-equivalent adjustment
|
|
|
|
|
|
5,292
|
|
|
|
|
|
|
|
5,374
|
|
|
|
|
|
|
|
5,602
|
|
|
|
Net interest income
|
|
|
|
|
$
|
129,914
|
|
|
|
|
|
|
$
|
121,219
|
|
|
|
|
|
|
$
|
112,946
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income/earning assets
|
|
|
|
|
|
|
|
4.15
|
%
|
|
|
|
|
|
|
4.24
|
%
|
|
|
|
|
|
|
4.37
|
%
|
Interest expense/earning assets
|
|
|
|
|
|
|
|
0.52
|
|
|
|
|
|
|
|
0.64
|
|
|
|
|
|
|
|
0.80
|
|
Net interest margin
|
|
|
|
|
|
|
|
3.63
|
%
|
|
|
|
|
|
|
3.60
|
%
|
|
|
|
|
|
|
3.57
|
%
|
(1) | Tax-equivalent income has been adjusted using the combined marginal federal and state rate of 39.88% for 2013, 2012 and 2011. The annualized taxable-equivalent adjustments utilized in the above table to compute yields aggregated to $5.3 million, $5.4 million and $5.6 million in 2013, 2012 and 2011, respectively. |
(2) | Includes residential mortgage loans held for sale. Home equity loans and lines are classified as consumer loans. |
(3) | Non-accrual loans are included in the average balances. |
(4) | Includes only investments that are exempt from federal taxes. |
32 | ||
|
|
|
2013 vs. 2012
|
|
2012 vs. 2011
|
|
||||||||||||||
|
|
Increase
|
|
|
|
|
|
|
|
Increase
|
|
|
|
|
|
|
|
||
|
|
Or
|
|
Due to Change In Average:*
|
Or
|
|
Due to Change In Average:*
|
|
|||||||||||
(Dollars in thousands and tax equivalent)
|
|
(Decrease)
|
|
Volume
|
|
Rate
|
|
(Decrease)
|
|
Volume
|
|
Rate
|
|
||||||
Interest income from earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans and leases
|
|
$
|
6,894
|
|
$
|
10,191
|
|
$
|
(3,297)
|
|
$
|
8,483
|
|
$
|
12,454
|
|
$
|
(3,971)
|
|
Securities
|
|
|
(1,472)
|
|
|
27
|
|
|
(1,499)
|
|
|
(4,344)
|
|
|
(2,156)
|
|
|
(2,188)
|
|
Other earning assets
|
|
|
(27)
|
|
|
(24)
|
|
|
(3)
|
|
|
33
|
|
|
29
|
|
|
4
|
|
Total interest income
|
|
|
5,395
|
|
|
10,194
|
|
|
(4,799)
|
|
|
4,172
|
|
|
10,327
|
|
|
(6,155)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense on funding of earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing demand deposits
|
|
|
29
|
|
|
48
|
|
|
(19)
|
|
|
(20)
|
|
|
50
|
|
|
(70)
|
|
Regular savings deposits
|
|
|
5
|
|
|
17
|
|
|
(12)
|
|
|
16
|
|
|
28
|
|
|
(12)
|
|
Money market savings deposits
|
|
|
(529)
|
|
|
4
|
|
|
(533)
|
|
|
(1,604)
|
|
|
71
|
|
|
(1,675)
|
|
Time deposits
|
|
|
(1,423)
|
|
|
(605)
|
|
|
(818)
|
|
|
(2,037)
|
|
|
(475)
|
|
|
(1,562)
|
|
Total borrowings
|
|
|
(1,300)
|
|
|
2,316
|
|
|
(3,616)
|
|
|
(228)
|
|
|
(242)
|
|
|
14
|
|
Total interest expense
|
|
|
(3,218)
|
|
|
1,780
|
|
|
(4,998)
|
|
|
(3,873)
|
|
|
(568)
|
|
|
(3,305)
|
|
Net interest income
|
|
$
|
8,613
|
|
$
|
8,414
|
|
$
|
199
|
|
$
|
8,045
|
|
$
|
10,895
|
|
$
|
(2,850)
|
|
* | Variances that are the combined effect of volume and rate, but cannot be separately identified, are allocated to the volume and rate variances based on their respective relative amounts. |
33 | ||
|
34 | ||
|
|
|
|
|
|
|
|
|
|
|
|
2013/2012
|
|
2013/2012
|
|
|
2012/2011
|
|
2012/2011
|
|
||
(Dollars in thousands)
|
|
2013
|
|
2012
|
|
2011
|
|
$ Change
|
|
% Change
|
|
|
$ Change
|
|
% Change
|
|
|||||
Securities gains
|
|
$
|
115
|
|
$
|
459
|
|
$
|
292
|
|
$
|
(344)
|
|
(74.9)
|
%
|
|
$
|
167
|
|
57.2
|
%
|
Total other-than-temporary impairment ("OTTI") losses
|
|
|
-
|
|
|
(109)
|
|
|
(178)
|
|
|
109
|
|
(100.0)
|
|
|
|
69
|
|
(38.8)
|
|
Portion of OTTI losses recognized in other comprehensive income before taxes
|
|
|
-
|
|
|
-
|
|
|
18
|
|
|
-
|
|
-
|
|
|
|
(18)
|
|
(100.0)
|
|
Net OTTI recognized in earnings
|
|
|
-
|
|
|
(109)
|
|
|
(160)
|
|
|
109
|
|
(100.0)
|
|
|
|
51
|
|
(31.9)
|
|
Service charges on deposit accounts
|
|
|
8,533
|
|
|
8,910
|
|
|
9,527
|
|
|
(377)
|
|
(4.2)
|
|
|
|
(617)
|
|
(6.5)
|
|
Mortgage banking activities
|
|
|
3,094
|
|
|
6,032
|
|
|
3,228
|
|
|
(2,938)
|
|
(48.7)
|
|
|
|
2,804
|
|
86.9
|
|
Wealth management income
|
|
|
17,585
|
|
|
15,949
|
|
|
15,646
|
|
|
1,636
|
|
10.3
|
|
|
|
303
|
|
1.9
|
|
Insurance agency commissions
|
|
|
4,821
|
|
|
4,490
|
|
|
4,650
|
|
|
331
|
|
7.4
|
|
|
|
(160)
|
|
(3.4)
|
|
Income from bank owned life insurance
|
|
|
2,499
|
|
|
2,616
|
|
|
2,636
|
|
|
(117)
|
|
(4.5)
|
|
|
|
(20)
|
|
(0.8)
|
|
Visa check fees
|
|
|
4,165
|
|
|
3,887
|
|
|
3,637
|
|
|
278
|
|
7.2
|
|
|
|
250
|
|
6.9
|
|
Letter of credit fees
|
|
|
881
|
|
|
992
|
|
|
1,123
|
|
|
(111)
|
|
(11.2)
|
|
|
|
(131)
|
|
(11.7)
|
|
Extension fees
|
|
|
558
|
|
|
590
|
|
|
406
|
|
|
(32)
|
|
(5.4)
|
|
|
|
184
|
|
45.3
|
|
Other income
|
|
|
5,260
|
|
|
3,140
|
|
|
2,515
|
|
|
2,120
|
|
67.5
|
|
|
|
625
|
|
24.9
|
|
Total non-interest income
|
|
$
|
47,511
|
|
$
|
46,956
|
|
$
|
43,500
|
|
$
|
555
|
|
1.2
|
|
|
$
|
3,456
|
|
7.9
|
|
35 | ||
|
36 | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
2013/2012
|
|
2013/2012
|
|
|
|
2012/2011
|
|
2012/2011
|
|
(Dollars in thousands)
|
|
2013
|
|
2012
|
|
2011
|
|
$ Change
|
|
% Change
|
|
|
$ Change
|
|
% Change
|
|
|||||
Salaries and employee benefits
|
|
$
|
65,598
|
|
$
|
62,509
|
|
$
|
59,625
|
|
$
|
3,089
|
|
4.9
|
%
|
|
$
|
2,884
|
|
4.8
|
%
|
Occupancy expense of premises
|
|
|
13,171
|
|
|
12,010
|
|
|
11,519
|
|
|
1,161
|
|
9.7
|
|
|
|
491
|
|
4.3
|
|
Equipment expenses
|
|
|
4,940
|
|
|
4,871
|
|
|
4,705
|
|
|
69
|
|
1.4
|
|
|
|
166
|
|
3.5
|
|
Marketing
|
|
|
2,880
|
|
|
2,651
|
|
|
2,389
|
|
|
229
|
|
8.6
|
|
|
|
262
|
|
11.0
|
|
Outside data services
|
|
|
4,580
|
|
|
5,019
|
|
|
4,159
|
|
|
(439)
|
|
(8.7)
|
|
|
|
860
|
|
20.7
|
|
FDIC insurance
|
|
|
2,300
|
|
|
2,573
|
|
|
3,187
|
|
|
(273)
|
|
(10.6)
|
|
|
|
(614)
|
|
(19.3)
|
|
Amortization of intangible assets
|
|
|
1,845
|
|
|
1,881
|
|
|
1,845
|
|
|
(36)
|
|
(1.9)
|
|
|
|
36
|
|
2.0
|
|
Professional fees
|
|
|
4,479
|
|
|
6,309
|
|
|
4,942
|
|
|
(1,830)
|
|
(29.0)
|
|
|
|
1,367
|
|
27.7
|
|
Other real estate owned
|
|
|
(303)
|
|
|
905
|
|
|
2,412
|
|
|
(1,208)
|
|
(133.5)
|
|
|
|
(1,507)
|
|
(62.5)
|
|
Postage and delivery
|
|
|
1,299
|
|
|
1,255
|
|
|
1,257
|
|
|
44
|
|
3.5
|
|
|
|
(2)
|
|
(0.2)
|
|
Communications
|
|
|
1,606
|
|
|
1,596
|
|
|
1,433
|
|
|
10
|
|
0.6
|
|
|
|
163
|
|
11.4
|
|
Other expenses
|
|
|
9,129
|
|
|
8,348
|
|
|
7,598
|
|
|
781
|
|
9.4
|
|
|
|
750
|
|
9.9
|
|
Total non-interest expense
|
|
$
|
111,524
|
|
$
|
109,927
|
|
$
|
105,071
|
|
$
|
1,597
|
|
1.5
|
|
|
$
|
4,856
|
|
4.6
|
|
37 | ||
|
38 | ||
|
|
|
Year ended December 31,
|
|
|||||||||||||||||
(Dollars in thousands)
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
2009
|
|
|||||
Pre-tax pre-provision pre-merger expense income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
44,422
|
|
|
$
|
36,554
|
|
|
$
|
34,102
|
|
|
$
|
23,520
|
|
|
$
|
(14,855)
|
|
Plus non-GAAP adjustment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Merger expenses
|
|
|
-
|
|
|
|
2,500
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Income taxes
|
|
|
22,563
|
|
|
|
18,045
|
|
|
|
15,845
|
|
|
|
9,049
|
|
|
|
(15,997)
|
|
Provision for loan and lease losses
|
|
|
(1,084)
|
|
|
|
3,649
|
|
|
|
1,428
|
|
|
|
25,908
|
|
|
|
76,762
|
|
Pre-tax pre-provision pre-merger expense income
|
|
$
|
65,901
|
|
|
$
|
60,748
|
|
|
$
|
51,375
|
|
|
$
|
58,477
|
|
|
$
|
45,910
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP efficiency ratio:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest expenses
|
|
$
|
111,524
|
|
|
$
|
109,927
|
|
|
$
|
105,071
|
|
|
$
|
100,912
|
|
|
$
|
101,154
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income plus non-interest income
|
|
$
|
177,425
|
|
|
$
|
168,175
|
|
|
$
|
156,446
|
|
|
$
|
159,389
|
|
|
$
|
147,064
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP efficiency ratio
|
|
|
62.86
|
%
|
|
|
65.36
|
%
|
|
|
67.16
|
%
|
|
|
63.31
|
%
|
|
|
68.78
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP efficiency ratio:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest expenses
|
|
$
|
111,524
|
|
|
$
|
109,927
|
|
|
$
|
105,071
|
|
|
$
|
100,912
|
|
|
$
|
101,154
|
|
Less non-GAAP adjustment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of intangible assets
|
|
|
1,845
|
|
|
|
1,881
|
|
|
|
1,845
|
|
|
|
1,959
|
|
|
|
3,646
|
|
Merger expenses
|
|
|
-
|
|
|
|
2,500
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Non-interest expenses - as adjusted
|
|
$
|
109,679
|
|
|
$
|
105,546
|
|
|
$
|
103,226
|
|
|
$
|
98,953
|
|
|
$
|
97,508
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income plus non-interest income
|
|
$
|
177,425
|
|
|
$
|
168,175
|
|
|
$
|
156,446
|
|
|
$
|
159,389
|
|
|
$
|
147,064
|
|
Plus non-GAAP adjustment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax-equivalent income
|
|
|
5,292
|
|
|
|
5,374
|
|
|
|
5,602
|
|
|
|
4,836
|
|
|
|
4,839
|
|
Less non-GAAP adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities gains
|
|
|
115
|
|
|
|
459
|
|
|
|
292
|
|
|
|
796
|
|
|
|
418
|
|
OTTI recognized in earnings
|
|
|
-
|
|
|
|
(109)
|
|
|
|
(160)
|
|
|
|
(512)
|
|
|
|
-
|
|
Net interest income plus non-interest income - as adjusted
|
|
$
|
182,602
|
|
|
$
|
173,199
|
|
|
$
|
161,916
|
|
|
$
|
163,941
|
|
|
$
|
151,485
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP efficiency ratio
|
|
|
60.06
|
%
|
|
|
60.94
|
%
|
|
|
63.75
|
%
|
|
|
60.36
|
%
|
|
|
64.37
|
%
|
39 | ||
|
|
|
December 31,
|
|
|
|
|
|
|
|
|||||||||
|
|
2013
|
|
|
2012
|
|
|
Year-to-Year Change
|
|
|||||||||
(Dollars in thousands)
|
|
Amount
|
|
%
|
|
|
Amount
|
|
%
|
|
|
$ Change
|
|
% Change
|
|
|||
Residential real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential mortgage
|
|
$
|
618,381
|
|
22.2
|
%
|
|
$
|
523,364
|
|
20.7
|
%
|
|
$
|
95,017
|
|
18.2
|
%
|
Residential construction
|
|
|
129,177
|
|
4.7
|
|
|
|
120,314
|
|
4.8
|
|
|
|
8,863
|
|
7.4
|
|
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial owner occupied real estate
|
|
|
592,823
|
|
21.3
|
|
|
|
571,510
|
|
22.6
|
|
|
|
21,313
|
|
3.7
|
|
Commercial investor real estate
|
|
|
552,178
|
|
19.8
|
|
|
|
456,888
|
|
18.0
|
|
|
|
95,290
|
|
20.9
|
|
Commercial acquisition, development and construction
|
|
|
160,696
|
|
5.8
|
|
|
|
151,933
|
|
6.0
|
|
|
|
8,763
|
|
5.8
|
|
Commercial Business
|
|
|
356,651
|
|
12.8
|
|
|
|
346,708
|
|
13.7
|
|
|
|
9,943
|
|
2.9
|
|
Leases
|
|
|
703
|
|
-
|
|
|
|
3,421
|
|
0.1
|
|
|
|
(2,718)
|
|
(79.5)
|
|
Consumer
|
|
|
373,657
|
|
13.4
|
|
|
|
356,990
|
|
14.1
|
|
|
|
16,667
|
|
4.7
|
|
Total loans and leases
|
|
$
|
2,784,266
|
|
100.0
|
%
|
|
$
|
2,531,128
|
|
100.0
|
%
|
|
$
|
253,138
|
|
10.0
|
|
|
|
December 31,
|
|
|||||||||||||||||||||||
(Dollars in thousands)
|
|
2013
|
|
%
|
|
2012
|
|
%
|
|
2011
|
|
%
|
|
2010
|
|
%
|
|
2009
|
|
%
|
|
|||||
Residential real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential mortgage
|
|
$
|
618,381
|
|
22.2
|
%
|
$
|
523,364
|
|
20.7
|
%
|
$
|
448,662
|
|
20.0
|
%
|
$
|
436,534
|
|
20.2
|
%
|
$
|
457,414
|
|
19.9
|
%
|
Residential construction
|
|
|
129,177
|
|
4.7
|
|
|
120,314
|
|
4.8
|
|
|
108,699
|
|
4.9
|
|
|
91,273
|
|
4.2
|
|
|
92,283
|
|
4.0
|
|
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial mortgage*
|
|
|
1,145,001
|
|
41.1
|
|
|
1,028,398
|
|
40.6
|
|
|
894,024
|
|
39.9
|
|
|
831,068
|
|
38.6
|
|
|
894,951
|
|
39.0
|
|
Commercial AD&C*
|
|
|
160,696
|
|
5.8
|
|
|
151,933
|
|
6.0
|
|
|
160,946
|
|
7.2
|
|
|
151,061
|
|
7.0
|
|
|
131,789
|
|
5.7
|
|
Commercial business
|
|
|
356,651
|
|
12.8
|
|
|
346,708
|
|
13.7
|
|
|
260,327
|
|
11.6
|
|
|
250,255
|
|
11.6
|
|
|
296,220
|
|
12.9
|
|
Leases
|
|
|
703
|
|
-
|
|
|
3,421
|
|
0.1
|
|
|
6,954
|
|
0.3
|
|
|
15,551
|
|
0.7
|
|
|
25,704
|
|
1.1
|
|
Consumer
|
|
|
373,657
|
|
13.4
|
|
|
356,990
|
|
14.1
|
|
|
360,080
|
|
16.1
|
|
|
380,490
|
|
17.7
|
|
|
399,649
|
|
17.4
|
|
Total loans and leases
|
|
$
|
2,784,266
|
|
100.0
|
%
|
$
|
2,531,128
|
|
100.0
|
%
|
$
|
2,239,692
|
|
100.0
|
%
|
$
|
2,156,232
|
|
100.0
|
%
|
$
|
2,298,010
|
|
100.0
|
%
|
* | Prior to 2010, the commercial mortgage category included loans on raw land or for projects that had not begun any construction activities. Subsequent to December 31, 2009, these loans were included in the commercial AD&C loan portfolio. |
40 | ||
|
|
|
At December 31, 2013
|
|
||||||||||
|
|
Remaining Maturities of Selected Credits in Years
|
|
||||||||||
(In thousands)
|
|
1 or less
|
|
Over 1-5
|
|
Over 5
|
|
Total
|
|
||||
Residential construction loans
|
|
$
|
102,131
|
|
$
|
25,664
|
|
$
|
1,382
|
|
$
|
129,177
|
|
Commercial AD&C loans
|
|
|
121,173
|
|
|
24,641
|
|
|
14,882
|
|
|
160,696
|
|
Commercial business loans
(1)
|
|
|
230,317
|
|
|
115,456
|
|
|
10,878
|
|
|
356,651
|
|
Total
|
|
$
|
453,621
|
|
$
|
165,761
|
|
$
|
27,142
|
|
$
|
646,524
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rate Terms:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed
|
|
$
|
52,646
|
|
$
|
103,500
|
|
$
|
25,625
|
|
$
|
181,771
|
|
Variable or adjustable
|
|
|
400,975
|
|
|
62,261
|
|
|
1,517
|
|
|
464,753
|
|
Total
|
|
$
|
453,621
|
|
$
|
165,761
|
|
$
|
27,142
|
|
$
|
646,524
|
|
(1) | Loans not secured by real estate |
|
|
December 31,
|
|
|||||||||||||||
(Dollars in thousands)
|
|
2013
|
|
%
|
|
|
2012
|
|
%
|
|
|
2011
|
|
%
|
|
|||
Available-for-Sale:
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government agencies and
corporations |
|
$
|
139,466
|
|
13.7
|
%
|
|
$
|
156,428
|
|
14.6
|
%
|
|
$
|
200,252
|
|
17.2
|
%
|
State and municipal
|
|
|
165,428
|
|
16.3
|
|
|
|
174,491
|
|
16.3
|
|
|
|
173,111
|
|
14.9
|
|
Mortgage-backed
(2)
|
|
|
442,250
|
|
43.5
|
|
|
|
490,479
|
|
45.6
|
|
|
|
570,144
|
|
48.9
|
|
Corporate debt
|
|
|
2,004
|
|
0.2
|
|
|
|
1,996
|
|
0.2
|
|
|
|
1,978
|
|
0.2
|
|
Trust preferred
|
|
|
1,413
|
|
0.1
|
|
|
|
1,465
|
|
0.1
|
|
|
|
5,716
|
|
0.5
|
|
Marketable equity securities
|
|
|
723
|
|
-
|
|
|
|
723
|
|
-
|
|
|
|
100
|
|
-
|
|
Total available-for-sale securities
(3)
|
|
|
751,284
|
|
73.8
|
|
|
|
825,582
|
|
76.8
|
|
|
|
951,301
|
|
81.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Held-to-Maturity and Other Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government agencies and
corporations |
|
|
64,505
|
|
6.4
|
|
|
|
64,498
|
|
6.0
|
|
|
|
54,983
|
|
4.7
|
|
State and municipal
|
|
|
159,889
|
|
15.8
|
|
|
|
150,995
|
|
14.1
|
|
|
|
123,075
|
|
10.6
|
|
Mortgage-backed
(2)
|
|
|
244
|
|
-
|
|
|
|
321
|
|
-
|
|
|
|
407
|
|
-
|
|
Other equity securities
|
|
|
40,687
|
|
4.0
|
|
|
|
33,636
|
|
3.1
|
|
|
|
34,933
|
|
3.0
|
|
Total held-to-maturity and other
equity securities |
|
|
265,325
|
|
26.2
|
|
|
|
249,450
|
|
23.2
|
|
|
|
213,398
|
|
18.3
|
|
Total securities
(3)
|
|
$
|
1,016,609
|
|
100.0
|
%
|
|
$
|
1,075,032
|
|
100.0
|
%
|
|
$
|
1,164,699
|
|
100.0
|
%
|
(1) | At estimated fair value. |
(2) | Issued by a U. S. Government Agency or secured by U.S. Government Agency collateral. |
(3) | The outstanding balance of no single issuer, except for U.S. Government Agency securities, exceeded ten percent of stockholders' equity at December 31, 2013, 2012 or 2011. |
41 | ||
|
|
|
Years to Maturity at December 31, 2013
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
|
|
Within
|
|
|
After One Year
|
|
|
After Five Years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
One Year or Less
|
|
|
Through Five years
|
|
|
Through Ten Years
|
|
|
Over Ten Years
|
|
|
|
|
|
|
|
||||||||||||
(Dollars in thousands)
|
|
Amount
|
|
Yield
|
|
|
Amount
|
|
Yield
|
|
|
Amount
|
|
Yield
|
|
|
Amount
|
|
Yield
|
|
|
Total
|
|
Yield
|
|
|||||
Available-for-Sale
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U. S. government
agencies and corporations |
|
$
|
-
|
|
-
|
%
|
|
$
|
-
|
|
-
|
%
|
|
$
|
147,688
|
|
1.85
|
%
|
|
$
|
-
|
|
-
|
%
|
|
$
|
147,688
|
|
1.85
|
%
|
State and municipal
(2)
|
|
|
80
|
|
6.25
|
|
|
|
11,271
|
|
4.19
|
|
|
|
139,171
|
|
4.68
|
|
|
|
9,002
|
|
5.17
|
|
|
|
159,524
|
|
4.67
|
|
Mortgage-backed
|
|
|
-
|
|
-
|
|
|
|
1,495
|
|
3.92
|
|
|
|
105,530
|
|
2.72
|
|
|
|
332,029
|
|
2.54
|
|
|
|
439,054
|
|
2.59
|
|
Corporate debt
|
|
|
2,000
|
|
2.24
|
|
|
|
-
|
|
|
|
|
|
-
|
|
-
|
|
|
|
-
|
|
-
|
|
|
|
2,000
|
|
2.24
|
|
Trust preferred
|
|
|
-
|
|
-
|
|
|
|
-
|
|
-
|
|
|
|
-
|
|
-
|
|
|
|
1,701
|
|
9.24
|
|
|
|
1,701
|
|
9.24
|
|
Total
|
|
$
|
2,080
|
|
2.39
|
|
|
$
|
12,766
|
|
4.16
|
|
|
$
|
392,389
|
|
3.09
|
|
|
$
|
342,732
|
|
2.64
|
|
|
$
|
749,967
|
|
2.90
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Held-to-Maturity
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U. S. government
agencies and corporations |
|
$
|
-
|
|
-
|
%
|
|
$
|
-
|
|
-
|
%
|
|
$
|
64,505
|
|
2.06
|
%
|
|
$
|
-
|
|
-
|
%
|
|
$
|
64,505
|
|
2.06
|
%
|
State and municipal
|
|
|
1,720
|
|
6.30
|
|
|
|
3,249
|
|
5.89
|
|
|
|
74,507
|
|
4.42
|
|
|
|
80,413
|
|
3.61
|
|
|
|
159,889
|
|
4.06
|
|
Mortgage-backed
|
|
|
-
|
|
-
|
|
|
|
-
|
|
-
|
|
|
|
21
|
|
5.95
|
|
|
|
223
|
|
5.62
|
|
|
|
244
|
|
5.65
|
|
Total
|
|
$
|
1,720
|
|
6.30
|
|
|
$
|
3,249
|
|
5.89
|
|
|
$
|
139,033
|
|
3.33
|
|
|
$
|
80,636
|
|
3.62
|
|
|
$
|
224,638
|
|
3.49
|
|
(1) | At cost, adjusted for amortization and accretion of purchase premiums and discounts, respectively. |
(2) | Yields on state and municipal securities have been calculated on a tax-equivalent basis using the applicable federal income tax rate of 35%. |
42 | ||
|
|
|
December 31,
|
|
|
|
|
|
|
|
|||||||||
|
|
2013
|
|
|
2012
|
|
|
Year-to-Year Change
|
|
|||||||||
(Dollars in thousands)
|
|
Amount
|
|
%
|
|
|
Amount
|
|
%
|
|
|
$ Change
|
|
% change
|
|
|||
Noninterest-bearing deposits
|
|
$
|
836,198
|
|
29.1
|
%
|
|
$
|
847,415
|
|
29.1
|
%
|
|
$
|
(11,217)
|
|
(1.3)
|
%
|
Interest-bearing deposits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Demand
|
|
|
460,824
|
|
16.0
|
|
|
|
428,048
|
|
14.7
|
|
|
|
32,776
|
|
7.7
|
|
Money market savings
|
|
|
870,653
|
|
30.2
|
|
|
|
884,367
|
|
30.4
|
|
|
|
(13,714)
|
|
(1.6)
|
|
Regular savings
|
|
|
243,813
|
|
8.5
|
|
|
|
228,384
|
|
7.8
|
|
|
|
15,429
|
|
6.8
|
|
Time deposits of less than $100,000
|
|
|
263,636
|
|
9.2
|
|
|
|
307,445
|
|
10.5
|
|
|
|
(43,809)
|
|
(14.2)
|
|
Time deposits of $100,000 or more
|
|
|
202,101
|
|
7.0
|
|
|
|
217,375
|
|
7.5
|
|
|
|
(15,274)
|
|
(7.0)
|
|
Total interest-bearing deposits
|
|
|
2,041,027
|
|
70.9
|
|
|
|
2,065,619
|
|
70.9
|
|
|
|
(24,592)
|
|
(1.2)
|
|
Total deposits
|
|
$
|
2,877,225
|
|
100.0
|
%
|
|
$
|
2,913,034
|
|
100.0
|
%
|
|
$
|
(35,809)
|
|
(1.2)
|
|
|
|
|
|
|
|
Minimum
|
|
|
|
Ratios at December 31,
|
|
Regulatory
|
|
||
|
|
2013
|
|
2012
|
|
Requirements
|
|
Total Capital to risk-weighted assets
|
|
15.65
|
%
|
15.40
|
%
|
8.00
|
%
|
|
|
|
|
|
|
|
|
Tier 1 Capital to risk-weighted assets
|
|
14.42
|
%
|
14.15
|
%
|
4.00
|
%
|
|
|
|
|
|
|
|
|
Tier 1 Leverage
|
|
11.32
|
%
|
10.98
|
%
|
3.00
|
%
|
43 | ||
|
|
|
December 31,
|
|
|||||||||||||||||
(Dollars in thousands, except per share data)
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
2009
|
|
|||||
Tangible common equity ratio:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total stockholders' equity
|
|
$
|
499,363
|
|
|
$
|
483,512
|
|
|
$
|
446,109
|
|
|
$
|
407,569
|
|
|
$
|
373,586
|
|
Accumulated other comprehensive income
(loss) |
|
|
2,970
|
|
|
|
(11,312)
|
|
|
|
(13,248)
|
|
|
|
2,620
|
|
|
|
2,652
|
|
Goodwill
|
|
|
(84,171)
|
|
|
|
(84,808)
|
|
|
|
(76,816)
|
|
|
|
(76,816)
|
|
|
|
(76,816)
|
|
Other intangible assets, net
|
|
|
(1,330)
|
|
|
|
(3,163)
|
|
|
|
(4,734)
|
|
|
|
(6,578)
|
|
|
|
(8,537)
|
|
Preferred stock
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(80,095)
|
|
Tangible common equity
|
|
$
|
416,832
|
|
|
$
|
384,229
|
|
|
$
|
351,311
|
|
|
$
|
326,795
|
|
|
$
|
210,790
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
4,106,100
|
|
|
$
|
3,955,206
|
|
|
$
|
3,711,370
|
|
|
$
|
3,519,388
|
|
|
$
|
3,630,478
|
|
Goodwill
|
|
|
(84,171)
|
|
|
|
(84,808)
|
|
|
|
(76,816)
|
|
|
|
(76,816)
|
|
|
|
(76,816)
|
|
Other intangible assets, net
|
|
|
(1,330)
|
|
|
|
(3,163)
|
|
|
|
(4,734)
|
|
|
|
(6,578)
|
|
|
|
(8,537)
|
|
Tangible assets
|
|
$
|
4,020,599
|
|
|
$
|
3,867,235
|
|
|
$
|
3,629,820
|
|
|
$
|
3,435,994
|
|
|
$
|
3,545,125
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tangible common equity ratio
|
|
|
10.37
|
%
|
|
|
9.94
|
%
|
|
|
9.68
|
%
|
|
|
9.51
|
%
|
|
|
5.95
|
%
|
Tangible book value per share
|
|
$
|
16.68
|
|
|
$
|
15.43
|
|
|
$
|
14.58
|
|
|
$
|
13.59
|
|
|
$
|
12.78
|
|
44 | ||
|
45 | ||
|
· | An internal evaluation is updated quarterly to include borrower financial statements and/or cash flow projections. |
· | The borrower may be contacted for a meeting to discuss an updated or revised action plan which may include a request for additional collateral. |
· | Re-verification of the documentation supporting the Company’s position with respect to the collateral securing the loan. |
· | At the monthly credit committee meeting the loan may be downgraded and a specific allowance may be decided upon in advance of the receipt of the appraisal. |
· | Upon receipt of the updated appraisal (or based on an updated internal financial evaluation) the loan balance is compared to the appraisal and a specific allowance is decided upon for the particular loan, typically for the amount of the difference between the appraisal and the loan balance. |
· | The Company will specifically reserve for or charge-off the excess of the loan amount over the amount of the appraisal net of closing costs. In certain cases the Company may establish a larger reserve due to knowledge of current market conditions or the existence of an offer for the collateral that will facilitate a more timely resolution of the loan. |
46 | ||
|
|
|
December 31,
|
|
|||||||||||||
(In thousands)
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
|||||
Residential real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential mortgage
|
|
$
|
7,819
|
|
$
|
8,522
|
|
$
|
10,583
|
|
$
|
10,396
|
|
$
|
8,871
|
|
Residential construction
|
|
|
1,156
|
|
|
2,445
|
|
|
4,206
|
|
|
2,760
|
|
|
2,559
|
|
Total residential real estate
|
|
|
8,975
|
|
|
10,967
|
|
|
14,789
|
|
|
13,156
|
|
|
11,430
|
|
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial mortgage
|
|
|
15,571
|
|
|
16,580
|
|
|
15,578
|
|
|
12,970
|
|
|
10,978
|
|
Commercial construction
|
|
|
3,754
|
|
|
4,737
|
|
|
6,663
|
|
|
18,241
|
|
|
21,144
|
|
Total commercial real estate
|
|
|
19,325
|
|
|
21,317
|
|
|
22,241
|
|
|
31,211
|
|
|
32,122
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial Business
|
|
|
6,308
|
|
|
6,495
|
|
|
6,727
|
|
|
12,870
|
|
|
16,907
|
|
Leases
|
|
|
16
|
|
|
332
|
|
|
796
|
|
|
667
|
|
|
770
|
|
Consumer
|
|
|
4,142
|
|
|
3,846
|
|
|
4,873
|
|
|
4,231
|
|
|
3,330
|
|
Total allowance
|
|
$
|
38,766
|
|
$
|
42,957
|
|
$
|
49,426
|
|
$
|
62,135
|
|
$
|
64,559
|
|
47 | ||
|
48 | ||
|
|
|
Year Ended December 31,
|
|
|||||||||||||||||
(Dollars in thousands)
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
2009
|
|
|||||
Balance, January 1
|
|
$
|
42,957
|
|
|
$
|
49,426
|
|
|
$
|
62,135
|
|
|
$
|
64,559
|
|
|
$
|
50,526
|
|
Provision for loan and lease losses
|
|
|
(1,084)
|
|
|
|
3,649
|
|
|
|
1,428
|
|
|
|
25,908
|
|
|
|
76,762
|
|
Loan charge-offs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential real estate
|
|
|
(1,298)
|
|
|
|
(2,331)
|
|
|
|
(6,993)
|
|
|
|
(6,401)
|
|
|
|
(4,847)
|
|
Commercial loans and leases
|
|
|
(8,014)
|
|
|
|
(9,175)
|
|
|
|
(6,772)
|
|
|
|
(22,723)
|
|
|
|
(57,098)
|
|
Consumer
|
|
|
(1,853)
|
|
|
|
(1,298)
|
|
|
|
(2,740)
|
|
|
|
(3,492)
|
|
|
|
(1,575)
|
|
Total charge-offs
|
|
|
(11,165)
|
|
|
|
(12,804)
|
|
|
|
(16,505)
|
|
|
|
(32,616)
|
|
|
|
(63,520)
|
|
Loan recoveries:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential real estate
|
|
|
173
|
|
|
|
225
|
|
|
|
226
|
|
|
|
34
|
|
|
|
41
|
|
Commercial loans and leases
|
|
|
7,687
|
|
|
|
2,234
|
|
|
|
1,933
|
|
|
|
4,028
|
|
|
|
640
|
|
Consumer
|
|
|
198
|
|
|
|
227
|
|
|
|
209
|
|
|
|
222
|
|
|
|
110
|
|
Total recoveries
|
|
|
8,058
|
|
|
|
2,686
|
|
|
|
2,368
|
|
|
|
4,284
|
|
|
|
791
|
|
Net charge-offs
|
|
|
(3,107)
|
|
|
|
(10,118)
|
|
|
|
(14,137)
|
|
|
|
(28,332)
|
|
|
|
(62,729)
|
|
Balance, period end
|
|
$
|
38,766
|
|
|
$
|
42,957
|
|
|
$
|
49,426
|
|
|
$
|
62,135
|
|
|
$
|
64,559
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net charge-offs to average loans and leases
|
|
|
0.12
|
%
|
|
|
0.42
|
%
|
|
|
0.66
|
%
|
|
|
1.27
|
%
|
|
|
2.61
|
%
|
Allowance to total loans and leases
|
|
|
1.39
|
%
|
|
|
1.70
|
%
|
|
|
2.21
|
%
|
|
|
2.88
|
%
|
|
|
2.81
|
%
|
49 | ||
|
|
|
At December 31,
|
|
|||||||||||||||||
(Dollars in thousands)
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
2009
|
|
|||||
Non-accrual loans and leases
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential real estate
|
|
$
|
8,050
|
|
|
$
|
7,806
|
|
|
$
|
11,441
|
|
|
$
|
9,251
|
|
|
$
|
9,520
|
|
Commercial loans and leases
|
|
|
20,265
|
|
|
|
37,332
|
|
|
|
58,453
|
|
|
|
53,776
|
|
|
|
100,894
|
|
Consumer
|
|
|
2,259
|
|
|
|
2,410
|
|
|
|
1,786
|
|
|
|
300
|
|
|
|
766
|
|
Total non-accrual loans and leases
(1)
|
|
|
30,574
|
|
|
|
47,548
|
|
|
|
71,680
|
|
|
|
63,327
|
|
|
|
111,180
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans and leases 90 days past due
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential real estate
|
|
|
-
|
|
|
|
-
|
|
|
|
410
|
|
|
|
13,546
|
|
|
|
14,887
|
|
Commercial loans and leases
|
|
|
-
|
|
|
|
233
|
|
|
|
2
|
|
|
|
426
|
|
|
|
3,321
|
|
Consumer
|
|
|
1
|
|
|
|
14
|
|
|
|
165
|
|
|
|
182
|
|
|
|
793
|
|
Total 90 days past due loans and leases
|
|
|
1
|
|
|
|
247
|
|
|
|
577
|
|
|
|
14,154
|
|
|
|
19,001
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructured loans and leases (accruing)
|
|
|
9,459
|
|
|
|
10,110
|
|
|
|
6,881
|
|
|
|
10,571
|
|
|
|
3,549
|
|
Total non-performing loans and leases
(2)
|
|
|
40,034
|
|
|
|
57,905
|
|
|
|
79,138
|
|
|
|
88,052
|
|
|
|
133,730
|
|
Other real estate owned, net
|
|
|
1,338
|
|
|
|
5,926
|
|
|
|
4,431
|
|
|
|
9,493
|
|
|
|
7,464
|
|
Other assets owned
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
200
|
|
|
|
-
|
|
Total non-performing assets
|
|
$
|
41,372
|
|
|
$
|
63,831
|
|
|
$
|
83,569
|
|
|
$
|
97,745
|
|
|
$
|
141,194
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-performing loans to total loans and leases
|
|
|
1.44
|
%
|
|
|
2.29
|
%
|
|
|
3.53
|
%
|
|
|
4.08
|
%
|
|
|
5.82
|
%
|
Non-performing assets to total assets
|
|
|
1.01
|
%
|
|
|
1.61
|
%
|
|
|
2.25
|
%
|
|
|
2.78
|
%
|
|
|
3.89
|
%
|
Allowance for loan and leases to non-performing
loans and leases |
|
|
96.83
|
%
|
|
|
74.18
|
%
|
|
|
62.46
|
%
|
|
|
70.57
|
%
|
|
|
48.28
|
%
|
(1) | Gross interest income that would have been recorded in 2013 if non-accrual loans and leases shown above had been current and in accordance with their original terms was $2.6 million. No interest was recorded on these loans during the year. Please see Note 1 of the Notes to Consolidated Financial Statements for a description of the Company’s policy for placing loans on non-accrual status. |
(2) | Performing loans considered potential problem loans, as defined and identified by management, amounted to $50.0 million at December 31, 2013. Although these are loans where known information about the borrowers' possible credit problems causes management to have concerns as to the borrowers' ability to comply with the loan repayment terms, most are current as to payment terms, well collateralized and are not believed to present significant risk of loss. Loans classified for regulatory purposes not included in either non-performing or potential problem loans consist only of "other loans especially mentioned" and do not, in management's opinion, represent or result from trends or uncertainties reasonably expected to materially impact future operating results, liquidity or capital resources, or represent material credits where known information about the borrowers' possible credit problems causes management to have doubts as to the borrowers' ability to comply with the loan repayment terms. |
50 | ||
|
Estimated Changes in Net Interest Income
|
|
|||||||||||||||||||||||
Change in Interest Rates:
|
|
+ 400 bp
|
|
|
+ 300 bp
|
|
|
+ 200 bp
|
|
|
+ 100 bp
|
|
|
- 100 bp
|
|
|
- 200 bp
|
|
|
-300 bp
|
|
|
-400 bp
|
|
Policy Limit
|
|
23.50
|
%
|
|
17.50
|
%
|
|
15.00
|
%
|
|
10.00
|
%
|
|
10.00
|
%
|
|
15.00
|
%
|
|
17.50
|
%
|
|
23.50
|
%
|
December 31, 2013
|
|
(7.20)
|
%
|
|
(4.14)
|
%
|
|
(1.63)
|
%
|
|
(0.88)
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
December 31, 2012
|
|
(1.02)
|
%
|
|
0.56
|
%
|
|
1.26
|
%
|
|
0.51
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
51 | ||
|
Estimated Changes in Economic Value of Equity (EVE)
|
|
||||||||||||||||
Change in Interest Rates:
|
|
+ 400 bp
|
|
+ 300 bp
|
|
+ 200 bp
|
|
+ 100 bp
|
|
- 100 bp
|
|
- 200 bp
|
|
-300 bp
|
|
-400 bp
|
|
Policy Limit
|
|
35.00
|
%
|
25.00
|
%
|
20.00
|
%
|
10.00
|
%
|
10.00
|
%
|
20.00
|
%
|
25.00
|
%
|
35.00
|
%
|
December 31, 2013
|
|
(15.27)
|
%
|
(10.86)
|
%
|
(6.21)
|
%
|
(2.15)
|
%
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
December 31, 2012
|
|
(0.39)
|
%
|
1.87
|
%
|
3.29
|
%
|
2.65
|
%
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
52 | ||
|
|
|
Projected Maturity Date or Payment Period
(1)
|
|
|||||||||||||
|
|
|
|
|
Less than
|
|
|
|
|
|
|
|
After
|
|
||
(In thousands)
|
|
Total
|
|
1 year
|
|
1-3 Years
|
|
3-5 Years
|
|
5 Years
|
|
|||||
Retail repurchase agreements
|
|
$
|
53,842
|
|
$
|
53,842
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
Advances from FHLB
|
|
|
615,000
|
|
|
210,000
|
|
|
-
|
|
|
235,000
|
|
|
170,000
|
|
Certificates of deposit
|
|
|
465,737
|
|
|
309,759
|
|
|
116,759
|
|
|
39,219
|
|
|
-
|
|
Operating lease obligations
|
|
|
45,668
|
|
|
6,256
|
|
|
11,508
|
|
|
7,958
|
|
|
19,946
|
|
Purchase obligations
(2)
|
|
|
1,972
|
|
|
1,972
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Total
|
|
$
|
1,182,219
|
|
$
|
581,829
|
|
$
|
128,267
|
|
$
|
282,177
|
|
$
|
189,946
|
|
(1) | Assumed a seven year term for purposes of this table. |
(2) | Represents payments required under contract, based on average monthly charges for 2013 and assuming a growth rate of 2%, with the Company’s current data processing service provider that expires in September 2014. |
53 | ||
|
54 | ||
|
55 | ||
|
56 | ||
|
57 | ||
|
|
|
December 31,
|
|
December 31,
|
|
||
(Dollars in thousands)
|
|
2013
|
|
2012
|
|
||
Assets
|
|
|
|
|
|
|
|
Cash and due from banks
|
|
$
|
46,755
|
|
$
|
59,540
|
|
Federal funds sold
|
|
|
475
|
|
|
466
|
|
Interest-bearing deposits with banks
|
|
|
27,197
|
|
|
26,400
|
|
Cash and cash equivalents
|
|
|
74,427
|
|
|
86,406
|
|
Residential mortgage loans held for sale (at fair value)
|
|
|
8,365
|
|
|
36,149
|
|
Investments available-for-sale (at fair value)
|
|
|
751,284
|
|
|
825,582
|
|
Investments held-to-maturity fair value of $216,007 and $222,024 at December 31,
2013 and 2012, respectively |
|
|
224,638
|
|
|
215,814
|
|
Other equity securities
|
|
|
40,687
|
|
|
33,636
|
|
Total loans and leases
|
|
|
2,784,266
|
|
|
2,531,128
|
|
Less: allowance for loan and lease losses
|
|
|
(38,766)
|
|
|
(42,957)
|
|
Net loans and leases
|
|
|
2,745,500
|
|
|
2,488,171
|
|
Premises and equipment, net
|
|
|
45,916
|
|
|
48,326
|
|
Other real estate owned
|
|
|
1,338
|
|
|
5,926
|
|
Accrued interest receivable
|
|
|
12,532
|
|
|
12,392
|
|
Goodwill
|
|
|
84,171
|
|
|
84,808
|
|
Other intangible assets, net
|
|
|
1,330
|
|
|
3,163
|
|
Other assets
|
|
|
115,912
|
|
|
114,833
|
|
Total assets
|
|
$
|
4,106,100
|
|
$
|
3,955,206
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
Noninterest-bearing deposits
|
|
$
|
836,198
|
|
$
|
847,415
|
|
Interest-bearing deposits
|
|
|
2,041,027
|
|
|
2,065,619
|
|
Total deposits
|
|
|
2,877,225
|
|
|
2,913,034
|
|
Securities sold under retail repurchase agreements and federal funds purchased
|
|
|
53,842
|
|
|
86,929
|
|
Advances from FHLB
|
|
|
615,000
|
|
|
405,058
|
|
Subordinated debentures
|
|
|
35,000
|
|
|
35,000
|
|
Accrued interest payable and other liabilities
|
|
|
25,670
|
|
|
31,673
|
|
Total liabilities
|
|
|
3,606,737
|
|
|
3,471,694
|
|
|
|
|
|
|
|
|
|
Stockholders' Equity
|
|
|
|
|
|
|
|
Common stock par value $1.00; shares authorized 50,000,000; shares issued and
outstanding 24,990,021 and 24,905,392 at December 31, 2013 and 2012, respectively |
|
|
24,990
|
|
|
24,905
|
|
Additional paid in capital
|
|
|
193,445
|
|
|
191,689
|
|
Retained earnings
|
|
|
283,898
|
|
|
255,606
|
|
Accumulated other comprehensive income (loss)
|
|
|
(2,970)
|
|
|
11,312
|
|
Total stockholders' equity
|
|
|
499,363
|
|
|
483,512
|
|
Total liabilities and stockholders' equity
|
|
$
|
4,106,100
|
|
$
|
3,955,206
|
|
58 | ||
|
|
|
Year Ended December 31,
|
|
|||||||
(Dollars in thousands, except per share data)
|
|
2013
|
|
2012
|
|
2011
|
|
|||
Interest Income:
|
|
|
|
|
|
|
|
|
|
|
Interest and fees on loans and leases
|
|
$
|
122,380
|
|
$
|
115,574
|
|
$
|
107,355
|
|
Interest on loans held for sale
|
|
|
929
|
|
|
841
|
|
|
577
|
|
Interest on deposits with banks
|
|
|
84
|
|
|
111
|
|
|
77
|
|
Interest and dividends on investment securities:
|
|
|
|
|
|
|
|
|
|
|
Taxable
|
|
|
16,635
|
|
|
17,951
|
|
|
22,096
|
|
Exempt from federal income taxes
|
|
|
9,318
|
|
|
9,392
|
|
|
9,363
|
|
Interest on federal funds sold
|
|
|
1
|
|
|
1
|
|
|
2
|
|
Total interest income
|
|
|
149,347
|
|
|
143,870
|
|
|
139,470
|
|
Interest Expense:
|
|
|
|
|
|
|
|
|
|
|
Interest on deposits
|
|
|
5,439
|
|
|
7,357
|
|
|
11,002
|
|
Interest on retail repurchase agreements and federal funds purchased
|
|
|
163
|
|
|
204
|
|
|
212
|
|
Interest on advances from FHLB
|
|
|
12,936
|
|
|
14,131
|
|
|
14,397
|
|
Interest on subordinated debt
|
|
|
895
|
|
|
959
|
|
|
913
|
|
Total interest expense
|
|
|
19,433
|
|
|
22,651
|
|
|
26,524
|
|
Net interest income
|
|
|
129,914
|
|
|
121,219
|
|
|
112,946
|
|
Provision (credit) for loan and lease losses
|
|
|
(1,084)
|
|
|
3,649
|
|
|
1,428
|
|
Net interest income after provision (credit) for loan and lease losses
|
|
|
130,998
|
|
|
117,570
|
|
|
111,518
|
|
Non-interest Income:
|
|
|
|
|
|
|
|
|
|
|
Investment securities gains
|
|
|
115
|
|
|
459
|
|
|
292
|
|
Total other-than-temporary impairment ("OTTI") losses
|
|
|
-
|
|
|
(109)
|
|
|
(178)
|
|
Portion of OTTI losses recognized in other comprehensive income, before
taxes |
|
|
-
|
|
|
-
|
|
|
18
|
|
Net OTTI recognized in earnings
|
|
|
-
|
|
|
(109)
|
|
|
(160)
|
|
Service charges on deposit accounts
|
|
|
8,533
|
|
|
8,910
|
|
|
9,527
|
|
Mortgage banking activities
|
|
|
3,094
|
|
|
6,032
|
|
|
3,228
|
|
Wealth management income
|
|
|
17,585
|
|
|
15,949
|
|
|
15,646
|
|
Insurance agency commissions
|
|
|
4,821
|
|
|
4,490
|
|
|
4,650
|
|
Income from bank owned life insurance
|
|
|
2,499
|
|
|
2,616
|
|
|
2,636
|
|
Visa check fees
|
|
|
4,165
|
|
|
3,887
|
|
|
3,637
|
|
Other income
|
|
|
6,699
|
|
|
4,722
|
|
|
4,044
|
|
Total non-interest income
|
|
|
47,511
|
|
|
46,956
|
|
|
43,500
|
|
Non-interest Expenses:
|
|
|
|
|
|
|
|
|
|
|
Salaries and employee benefits
|
|
|
65,598
|
|
|
62,509
|
|
|
59,625
|
|
Occupancy expense of premises
|
|
|
13,171
|
|
|
12,010
|
|
|
11,519
|
|
Equipment expenses
|
|
|
4,940
|
|
|
4,871
|
|
|
4,705
|
|
Marketing
|
|
|
2,880
|
|
|
2,651
|
|
|
2,389
|
|
Outside data services
|
|
|
4,580
|
|
|
5,019
|
|
|
4,159
|
|
FDIC insurance
|
|
|
2,300
|
|
|
2,573
|
|
|
3,187
|
|
Amortization of intangible assets
|
|
|
1,845
|
|
|
1,881
|
|
|
1,845
|
|
Other expenses
|
|
|
16,210
|
|
|
18,413
|
|
|
17,642
|
|
Total non-interest expenses
|
|
|
111,524
|
|
|
109,927
|
|
|
105,071
|
|
Income before income taxes
|
|
|
66,985
|
|
|
54,599
|
|
|
49,947
|
|
Income tax expense
|
|
|
22,563
|
|
|
18,045
|
|
|
15,845
|
|
Net income
|
|
$
|
44,422
|
|
$
|
36,554
|
|
$
|
34,102
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income Per Share Amounts:
|
|
|
|
|
|
|
|
|
|
|
Basic net income per share
|
|
$
|
1.78
|
|
$
|
1.49
|
|
$
|
1.42
|
|
Diluted net income per share
|
|
$
|
1.77
|
|
$
|
1.48
|
|
$
|
1.41
|
|
Dividends declared per share
|
|
$
|
0.64
|
|
$
|
0.48
|
|
$
|
0.34
|
|
59 | ||
|
|
|
Year Ended December 31,
|
|
|||||||
(In thousands)
|
|
2013
|
|
2012
|
|
2011
|
|
|||
Net income
|
|
$
|
44,422
|
|
$
|
36,554
|
|
$
|
34,102
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
Investments available-for-sale:
|
|
|
|
|
|
|
|
|
|
|
Net change in unrealized gains (losses) on investments available-for-sale
|
|
|
(33,214)
|
|
|
(40)
|
|
|
26,722
|
|
Related income tax (expense) benefit
|
|
|
13,245
|
|
|
16
|
|
|
(10,656)
|
|
Net investment gains reclassified into earnings
|
|
|
115
|
|
|
459
|
|
|
292
|
|
Related income tax expense
|
|
|
(46)
|
|
|
(183)
|
|
|
(116)
|
|
Net effect on other comprehensive income (loss) for the period
|
|
|
(19,900)
|
|
|
252
|
|
|
16,242
|
|
|
|
|
|
|
|
|
|
|
|
|
Defined benefit pension plan:
|
|
|
|
|
|
|
|
|
|
|
Recognition of unrealized gain (loss)
|
|
|
9,340
|
|
|
(3,639)
|
|
|
(622)
|
|
Related income tax (expense) benefit
|
|
|
(3,722)
|
|
|
1,451
|
|
|
248
|
|
Net effect on other comprehensive income (loss) for the period
|
|
|
5,618
|
|
|
(2,188)
|
|
|
(374)
|
|
Total other comprehensive income
|
|
|
(14,282)
|
|
|
(1,936)
|
|
|
15,868
|
|
Comprehensive income
|
|
$
|
30,140
|
|
$
|
34,618
|
|
$
|
49,970
|
|
60 | ||
|
|
|
Year Ended December 31,
|
||||||||
(Dollars in thousands)
|
|
2013
|
|
2012
|
|
2011
|
|
|||
Operating activities:
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
44,422
|
|
$
|
36,554
|
|
$
|
34,102
|
|
Adjustments to reconcile net income to net cash provided by operating
activities: |
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
8,021
|
|
|
7,847
|
|
|
7,488
|
|
Net OTTI recognized in earnings
|
|
|
-
|
|
|
109
|
|
|
160
|
|
Provision (credit) for loan and lease losses
|
|
|
(1,084)
|
|
|
3,649
|
|
|
1,428
|
|
Share based compensation expense
|
|
|
1,688
|
|
|
1,451
|
|
|
1,207
|
|
Deferred income tax expense
|
|
|
3,348
|
|
|
3,933
|
|
|
6,678
|
|
Origination of loans held for sale
|
|
|
(251,878)
|
|
|
(310,860)
|
|
|
(229,631)
|
|
Proceeds from sales of loans held for sale
|
|
|
284,291
|
|
|
305,013
|
|
|
230,232
|
|
Gains on sales of loans held for sale
|
|
|
(4,629)
|
|
|
(4,961)
|
|
|
(3,225)
|
|
Loss on sales of other real estate owned
|
|
|
1,064
|
|
|
1,595
|
|
|
2,078
|
|
Investment securities gains
|
|
|
(115)
|
|
|
(459)
|
|
|
(292)
|
|
Gains (loss) on sales of premises and equipment
|
|
|
20
|
|
|
(74)
|
|
|
120
|
|
Net (increase) decrease in accrued interest receivable
|
|
|
(140)
|
|
|
521
|
|
|
(328)
|
|
Net (increase) decrease in other assets
|
|
|
4,053
|
|
|
(2,421)
|
|
|
(691)
|
|
Net increase (decrease) in accrued expenses and other liabilities
|
|
|
(5,965)
|
|
|
6,939
|
|
|
12,491
|
|
Other net
|
|
|
13,046
|
|
|
3,954
|
|
|
5,893
|
|
Net cash provided by operating activities
|
|
|
96,142
|
|
|
52,790
|
|
|
67,710
|
|
Investing activities:
|
|
|
|
|
|
|
|
|
|
|
Purchases of other equity securities
|
|
|
(7,051)
|
|
|
(6,780)
|
|
|
(2,910)
|
|
Purchases of investments held-to-maturity
|
|
|
(20,666)
|
|
|
(146,290)
|
|
|
(161,102)
|
|
Purchases of investments available-for-sale
|
|
|
(161,379)
|
|
|
(264,993)
|
|
|
(370,657)
|
|
Net proceeds from redemption of Federal Home Loan Bank of Atlanta stock
|
|
|
-
|
|
|
8,002
|
|
|
2,048
|
|
Proceeds from sales of investment available-for-sale
|
|
|
-
|
|
|
28,519
|
|
|
-
|
|
Proceeds from maturities, calls and principal payments of
investments held-to-maturity |
|
|
11,090
|
|
|
108,612
|
|
|
84,409
|
|
Proceeds from maturities, calls and principal payments of
investments available-for-sale |
|
|
198,410
|
|
|
357,144
|
|
|
347,864
|
|
Net increase in loans and leases
|
|
|
(259,008)
|
|
|
(140,483)
|
|
|
(103,994)
|
|
Proceeds from the sales of other real estate owned
|
|
|
7,780
|
|
|
4,934
|
|
|
8,801
|
|
Acquisition of business activity, net of cash acquired
|
|
|
-
|
|
|
(849)
|
|
|
-
|
|
Expenditures for premises and equipment
|
|
|
(2,366)
|
|
|
(4,381)
|
|
|
(4,003)
|
|
Net cash used in investing activities
|
|
|
(233,190)
|
|
|
(56,565)
|
|
|
(199,544)
|
|
Financing activities:
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in deposits
|
|
|
(35,809)
|
|
|
86,593
|
|
|
106,648
|
|
Net increase (decrease) in retail repurchase agreements and
federal funds purchased |
|
|
(33,087)
|
|
|
(56,685)
|
|
|
47,370
|
|
Proceeds from advances from FHLB
|
|
|
1,075,000
|
|
|
-
|
|
|
-
|
|
Repayment of advances from FHLB
|
|
|
(865,058)
|
|
|
(350)
|
|
|
(350)
|
|
Proceeds from issuance of common stock
|
|
|
153
|
|
|
98
|
|
|
314
|
|
Remittances due to vesting of restricted stock
|
|
|
-
|
|
|
-
|
|
|
(334)
|
|
Tax benefits associated with shared based compensation
|
|
|
-
|
|
|
102
|
|
|
91
|
|
Redemption of stock warrant
|
|
|
-
|
|
|
-
|
|
|
(4,449)
|
|
Dividends paid
|
|
|
(16,130)
|
|
|
(11,891)
|
|
|
(8,259)
|
|
Net cash provided by financing activities
|
|
|
125,069
|
|
|
17,867
|
|
|
141,031
|
|
Net increase (decrease) in cash and cash equivalents
|
|
|
(11,979)
|
|
|
14,092
|
|
|
9,197
|
|
Cash and cash equivalents at beginning of period
|
|
|
86,406
|
|
|
72,314
|
|
|
63,117
|
|
Cash and cash equivalents at end of period
|
|
$
|
74,427
|
|
$
|
86,406
|
|
$
|
72,314
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosures:
|
|
|
|
|
|
|
|
|
|
|
Interest payments
|
|
$
|
19,610
|
|
$
|
22,464
|
|
$
|
20,334
|
|
Income tax payments
|
|
|
20,010
|
|
|
13,266
|
|
|
9,704
|
|
Transfers from loans to other real estate owned
|
|
|
2,764
|
|
|
4,810
|
|
|
6,398
|
|
61 | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
|
|
|
Other
|
|
|
Total
|
|
|
|
|
Common
|
|
|
|
|
|
Paid-In
|
|
|
Retained
|
|
|
Comprehensive
|
|
|
Stockholders’
|
|
(Dollars in thousands, except per share data)
|
|
|
Stock
|
|
|
Warrants
|
|
|
Capital
|
|
|
Earnings
|
|
|
Loss
|
|
|
Equity
|
|
Balances at January 1, 2011
|
|
$
|
24,047
|
|
$
|
3,699
|
|
$
|
177,344
|
|
$
|
205,099
|
|
$
|
(2,620)
|
|
$
|
407,569
|
|
Net income
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
34,102
|
|
|
-
|
|
|
34,102
|
|
Other comprehensive income, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,868
|
|
|
15,868
|
|
Common stock dividends - $0.34 per share
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(8,259)
|
|
|
-
|
|
|
(8,259)
|
|
Stock compensation expense
|
|
|
-
|
|
|
-
|
|
|
1,207
|
|
|
-
|
|
|
-
|
|
|
1,207
|
|
Stock warrant redemption
|
|
|
-
|
|
|
(3,699)
|
|
|
(750)
|
|
|
-
|
|
|
-
|
|
|
(4,449)
|
|
Common stock issued pursuant to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock option plan - 2,037 shares
|
|
|
2
|
|
|
-
|
|
|
23
|
|
|
-
|
|
|
-
|
|
|
25
|
|
Employee stock purchase plan - 33,284
shares |
|
|
33
|
|
|
-
|
|
|
467
|
|
|
-
|
|
|
-
|
|
|
500
|
|
Director stock purchase plan - 1,833 shares
|
|
|
2
|
|
|
-
|
|
|
30
|
|
|
-
|
|
|
-
|
|
|
32
|
|
Restricted stock - 30,853 shares
|
|
|
31
|
|
|
-
|
|
|
(183)
|
|
|
-
|
|
|
-
|
|
|
(152)
|
|
Purchase of treasury shares - 23,592 shares
|
|
|
(24)
|
|
|
-
|
|
|
(310)
|
|
|
-
|
|
|
-
|
|
|
(334)
|
|
Balances at December 31, 2011
|
|
|
24,091
|
|
|
-
|
|
|
177,828
|
|
|
230,942
|
|
|
13,248
|
|
|
446,109
|
|
Net income
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
36,554
|
|
|
-
|
|
|
36,554
|
|
Other comprehensive income, net of tax
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(1,936)
|
|
|
(1,936)
|
|
Common stock dividends - $0.46 per share
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(11,890)
|
|
|
-
|
|
|
(11,890)
|
|
Stock compensation expense
|
|
|
-
|
|
|
-
|
|
|
1,451
|
|
|
-
|
|
|
-
|
|
|
1,451
|
|
Common stock issued pursuant to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition of CommerceFirst Bancorp,
Inc. - 732,054 shares |
|
|
732
|
|
|
-
|
|
|
12,291
|
|
|
-
|
|
|
-
|
|
|
13,023
|
|
Stock option plan - 3,906 shares
|
|
|
4
|
|
|
-
|
|
|
47
|
|
|
-
|
|
|
-
|
|
|
51
|
|
Employee stock purchase plan - 30,795
shares |
|
|
31
|
|
|
-
|
|
|
447
|
|
|
-
|
|
|
-
|
|
|
478
|
|
Director stock purchase plan - 1,083 shares
|
|
|
1
|
|
|
-
|
|
|
18
|
|
|
-
|
|
|
-
|
|
|
19
|
|
Restricted stock - 46,512 shares
|
|
|
46
|
|
|
-
|
|
|
(393)
|
|
|
-
|
|
|
-
|
|
|
(347)
|
|
Balances at December 31, 2012
|
|
|
24,905
|
|
|
-
|
|
|
191,689
|
|
|
255,606
|
|
|
11,312
|
|
|
483,512
|
|
Net income
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
44,422
|
|
|
-
|
|
|
44,422
|
|
Other comprehensive income, net of tax
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(14,282)
|
|
|
(14,282)
|
|
Common stock dividends - $0.64 per share
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(16,130)
|
|
|
-
|
|
|
(16,130)
|
|
Stock compensation expense
|
|
|
-
|
|
|
-
|
|
|
1,688
|
|
|
-
|
|
|
-
|
|
|
1,688
|
|
Common stock issued pursuant to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock option plan - 10,964 shares
|
|
|
11
|
|
|
-
|
|
|
128
|
|
|
-
|
|
|
-
|
|
|
139
|
|
Employee stock purchase plan - 24,849
shares |
|
|
25
|
|
|
-
|
|
|
436
|
|
|
-
|
|
|
-
|
|
|
461
|
|
Restricted stock - 48,816 shares
|
|
|
49
|
|
|
-
|
|
|
(496)
|
|
|
-
|
|
|
-
|
|
|
(447)
|
|
Balances at December 31, 2013
|
|
$
|
24,990
|
|
$
|
-
|
|
$
|
193,445
|
|
$
|
283,898
|
|
$
|
(2,970)
|
|
$
|
499,363
|
|
62 | ||
|
63 | ||
|
64 | ||
|
|
⋅
|
the financial condition of the borrower;
|
|
⋅
|
reliability and sources of the cash flows;
|
|
⋅
|
absorption or vacancy rates; and
|
|
⋅
|
deterioration of related collateral.
|
65 | ||
|
|
⋅
|
trends in delinquencies and other non-performing loans;
|
|
⋅
|
changes in the risk profile related to large loans in the portfolio;
|
|
⋅
|
changes in the categories of loans comprising the loan portfolio;
|
|
⋅
|
concentrations of loans to specific industry segments;
|
|
⋅
|
changes in economic conditions on both a local and national level;
|
|
⋅
|
changes in the Company’s credit administration and loan portfolio management processes; and
|
|
⋅
|
the quality of the Company’s credit risk identification processes.
|
66 | ||
|
|
⋅
|
the borrower’s overall financial condition;
|
|
⋅
|
resources and payment record;
|
|
⋅
|
demonstrated or documented support available from financial guarantors; and
|
|
⋅
|
the adequacy of collateral value and the ultimate realization of that value at liquidation.
|
67 | ||
|
68 | ||
|
69 | ||
|
|
|
2013
|
|
2012
|
|
||||||||||||||||||||
|
|
|
|
Gross
|
|
Gross
|
|
Estimated
|
|
|
|
Gross
|
|
Gross
|
|
Estimated
|
|
||||||||
|
|
Amortized
|
|
Unrealized
|
|
Unrealized
|
|
Fair
|
|
Amortized
|
|
Unrealized
|
|
Unrealized
|
|
Fair
|
|
||||||||
(In thousands)
|
|
Cost
|
|
Gains
|
|
Losses
|
|
Value
|
|
Cost
|
|
Gains
|
|
Losses
|
|
Value
|
|
||||||||
U.S. government agencies
|
|
$
|
147,688
|
|
$
|
-
|
|
$
|
(8,222)
|
|
$
|
139,466
|
|
$
|
155,442
|
|
$
|
1,084
|
|
$
|
(98)
|
|
$
|
156,428
|
|
State and municipal
|
|
|
159,524
|
|
|
6,060
|
|
|
(156)
|
|
|
165,428
|
|
|
160,496
|
|
|
13,996
|
|
|
(1)
|
|
|
174,491
|
|
Mortgage-backed
|
|
|
439,054
|
|
|
10,188
|
|
|
(6,992)
|
|
|
442,250
|
|
|
471,527
|
|
|
19,080
|
|
|
(128)
|
|
|
490,479
|
|
Corporate debt
|
|
|
2,000
|
|
|
4
|
|
|
-
|
|
|
2,004
|
|
|
2,000
|
|
|
-
|
|
|
(4)
|
|
|
1,996
|
|
Trust preferred
|
|
|
1,701
|
|
|
-
|
|
|
(288)
|
|
|
1,413
|
|
|
1,701
|
|
|
-
|
|
|
(236)
|
|
|
1,465
|
|
Total debt securities
|
|
|
749,967
|
|
|
16,252
|
|
|
(15,658)
|
|
|
750,561
|
|
|
791,166
|
|
|
34,160
|
|
|
(467)
|
|
|
824,859
|
|
Marketable equity securities
|
|
|
723
|
|
|
-
|
|
|
-
|
|
|
723
|
|
|
723
|
|
|
-
|
|
|
-
|
|
|
723
|
|
Total investments
available-for-sale |
|
$
|
750,690
|
|
$
|
16,252
|
|
$
|
(15,658)
|
|
$
|
751,284
|
|
$
|
791,889
|
|
$
|
34,160
|
|
$
|
(467)
|
|
$
|
825,582
|
|
70 | ||
|
|
·
|
Evaluation of the structural terms as established in the indenture;
|
|
·
|
Detailed credit and structural evaluation for each piece of issuer collateral in the pool;
|
|
·
|
Overall default (.50%), recovery and prepayment (
2
%) amortization probabilities by issuers in the pool;
|
|
·
|
Identification
of adverse conditions specifically related to the security, industry and geographical area;
|
|
·
|
Projection of estimated cash flows that incorporate default expectations and loss severities;
|
|
·
|
Review of
historical and implied volatility of the fair value of the security;
|
|
·
|
Evaluation of credit risk concentrations;
|
|
·
|
Evaluation of the length of time and the extent to which the fair value has been less than the amortized cost; and
|
|
·
|
A discount rate of
13.0
% was established using credit adjusted financial institution spreads for comparably rated institutions and a liquidity adjustment that considered the previously noted characteristics.
|
|
·
|
Default rates were developed based on the financial condition of the trust preferred issuers in the pool and the payment or deferral status.
Conditional default rates were estimated based on the payment characteristics of the security and the financial condition of the issuers in the pool.
Near term and future defaults are estimated using third party industry data in addition to a review of key financial ratios and other pertinent data on the financial stability of the underlying issuer;
|
|
·
|
Loss severity is forecasted based on the type of impairment using research performed by third parties;
|
|
·
|
The security contains one level of subordination below the senior tranche, with the senior tranche receiving the spread from the subordinate bonds;
|
|
·
|
Credit ratings of the underlying issuers are reviewed in conjunction with the development of the default rates applied to determine the credit amounts related to the credit loss; and
|
|
·
|
Potential prepayments are estimated based on terms and rates of the underlying trust preferred securities to determine the impact of excess spread on the credit enhancement, the removal of the strongest institutions from the underlying pool and any impact that prepayments might have on diversity and concentration.
|
(In thousands)
|
|
|
OTTI Losses
|
|
Cumulative credit losses on investment securities, through December 31, 2011
|
|
$
|
422
|
|
Additions for credit losses not previously recognized
|
|
|
109
|
|
Cumulative credit losses on investment securities, through December 31, 2012
|
|
|
531
|
|
Additions for credit losses not previously recognized
|
|
|
-
|
|
Cumulative credit losses on investment securities, through December 31, 2013
|
|
$
|
531
|
|
71 | ||
|
|
|
2013
|
|
||||||||||||
|
|
|
|
|
|
|
Continuous Unrealized
|
|
|
|
|
||||
|
|
|
|
|
|
|
Losses Existing for:
|
|
|
|
|
||||
|
|
Number
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
of
|
|
|
|
|
Less than
|
|
More than
|
|
Unrealized
|
|
|||
(Dollars in thousands)
|
|
securities
|
|
Fair Value
|
|
12 months
|
|
12 months
|
|
Losses
|
|
||||
U.S. government agencies
|
|
15
|
|
$
|
139,466
|
|
$
|
8,222
|
|
$
|
-
|
|
$
|
8,222
|
|
State and municipal
|
|
12
|
|
|
11,680
|
|
|
156
|
|
|
-
|
|
|
156
|
|
Mortgage-backed
|
|
30
|
|
|
169,377
|
|
|
6,865
|
|
|
127
|
|
|
6,992
|
|
Trust preferred
|
|
1
|
|
|
1,413
|
|
|
-
|
|
|
288
|
|
|
288
|
|
Total
|
|
58
|
|
$
|
321,936
|
|
$
|
15,243
|
|
$
|
415
|
|
$
|
15,658
|
|
|
|
2012
|
|
||||||||||||
|
|
|
|
|
|
|
Continuous Unrealized
|
|
|
|
|
||||
|
|
|
|
|
|
|
Losses Existing for:
|
|
|
|
|
||||
|
|
Number
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
of
|
|
|
|
|
Less than
|
|
More than
|
|
Unrealized
|
|
|||
(Dollars in thousands)
|
|
securities
|
|
Fair Value
|
|
12 months
|
|
12 months
|
|
Losses
|
|
||||
U.S. government agencies
|
|
2
|
|
$
|
29,900
|
|
$
|
98
|
|
$
|
-
|
|
$
|
98
|
|
State and municipal
|
|
1
|
|
|
390
|
|
|
1
|
|
|
-
|
|
|
1
|
|
Mortgage-backed
|
|
2
|
|
|
12,653
|
|
|
128
|
|
|
-
|
|
|
128
|
|
Corporate debt
|
|
1
|
|
|
1,996
|
|
|
4
|
|
|
-
|
|
|
4
|
|
Trust preferred
|
|
1
|
|
|
1,465
|
|
|
-
|
|
|
236
|
|
|
236
|
|
Total
|
|
7
|
|
$
|
46,404
|
|
$
|
231
|
|
$
|
236
|
|
$
|
467
|
|
|
|
2013
|
|
2012
|
|
||||||||
|
|
|
|
|
Estimated
|
|
|
|
Estimated
|
|
|||
|
|
Amortized
|
|
Fair
|
|
Amortized
|
|
Fair
|
|
||||
(In thousands)
|
|
Cost
|
|
Value
|
|
Cost
|
|
Value
|
|
||||
Due in one year or less
|
|
$
|
2,080
|
|
$
|
2,085
|
|
$
|
35,544
|
|
$
|
36,349
|
|
Due after one year through five years
|
|
|
12,766
|
|
|
13,285
|
|
|
3,957
|
|
|
3,994
|
|
Due after five years through ten years
|
|
|
392,389
|
|
|
392,339
|
|
|
382,957
|
|
|
399,180
|
|
Due after ten years
|
|
|
342,732
|
|
|
342,852
|
|
|
368,708
|
|
|
385,336
|
|
Total debt securities available for sale
|
|
$
|
749,967
|
|
$
|
750,561
|
|
$
|
791,166
|
|
$
|
824,859
|
|
72 | ||
|
|
|
2013
|
|
2012
|
|
||||||||||||||||||||
|
|
|
|
|
Gross
|
|
Gross
|
|
Estimated
|
|
|
|
|
Gross
|
|
Gross
|
|
Estimated
|
|
||||||
|
|
Amortized
|
|
Unrealized
|
|
Unrealized
|
|
Fair
|
|
Amortized
|
|
Unrealized
|
|
Unrealized
|
|
Fair
|
|
||||||||
(In thousands)
|
|
Cost
|
|
Gains
|
|
Losses
|
|
Value
|
|
Cost
|
|
Gains
|
|
Losses
|
|
Value
|
|
||||||||
U.S. government agencies
|
|
$
|
64,505
|
|
$
|
-
|
|
$
|
(4,827)
|
|
$
|
59,678
|
|
$
|
64,498
|
|
$
|
125
|
|
$
|
(29)
|
|
$
|
64,594
|
|
State and municipal
|
|
|
159,889
|
|
|
1,920
|
|
|
(5,753)
|
|
|
156,056
|
|
|
150,995
|
|
|
6,194
|
|
|
(123)
|
|
|
157,066
|
|
Mortgage-backed
|
|
|
244
|
|
|
29
|
|
|
-
|
|
|
273
|
|
|
321
|
|
|
43
|
|
|
-
|
|
|
364
|
|
Total investments held-to-maturity
|
|
$
|
224,638
|
|
$
|
1,949
|
|
$
|
(10,580)
|
|
$
|
216,007
|
|
$
|
215,814
|
|
$
|
6,362
|
|
$
|
(152)
|
|
$
|
222,024
|
|
|
|
2013
|
|
||||||||||||
|
|
|
|
|
|
|
Continuous Unrealized
|
|
|
|
|
||||
|
|
|
|
|
|
|
Losses Existing for:
|
|
|
|
|
||||
|
|
Number
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
of
|
|
|
|
|
Less than
|
|
More than
|
|
Unrealized
|
|
|||
(Dollars in thousands)
|
|
securities
|
|
Fair Value
|
|
12 months
|
|
12 months
|
|
Losses
|
|
||||
U.S. government agencies
|
|
8
|
|
$
|
59,678
|
|
$
|
4,827
|
|
$
|
-
|
|
$
|
4,827
|
|
State and municipal
|
|
113
|
|
|
94,243
|
|
|
5,366
|
|
|
387
|
|
|
5,753
|
|
Total
|
|
121
|
|
$
|
153,921
|
|
$
|
10,193
|
|
$
|
387
|
|
$
|
10,580
|
|
|
|
2012
|
|
||||||||||||
|
|
|
|
|
|
|
Continuous Unrealized
|
|
|
|
|
||||
|
|
|
|
|
|
|
Losses Existing for:
|
|
|
|
|
||||
|
|
Number
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
of
|
|
|
|
|
Less than
|
|
More than
|
|
Unrealized
|
|
|||
(Dollars in thousands)
|
|
securities
|
|
Fair Value
|
|
12 months
|
|
12 months
|
|
Losses
|
|
||||
U.S. government agencies
|
|
1
|
|
$
|
9,961
|
|
$
|
29
|
|
$
|
-
|
|
$
|
29
|
|
State and municipal
|
|
13
|
|
|
16,868
|
|
|
123
|
|
|
-
|
|
|
123
|
|
Total
|
|
14
|
|
$
|
26,829
|
|
$
|
152
|
|
$
|
-
|
|
$
|
152
|
|
73 | ||
|
|
|
2013
|
|
2012
|
|
||||||||
|
|
|
|
|
Estimated
|
|
|
|
|
Estimated
|
|
||
|
|
Amortized
|
|
Fair
|
|
Amortized
|
|
Fair
|
|
||||
(In thousands)
|
|
Cost
|
|
Value
|
|
Cost
|
|
Value
|
|
||||
Due in one year or less
|
|
$
|
1,720
|
|
$
|
1,725
|
|
$
|
7,431
|
|
$
|
7,523
|
|
Due after one year through five years
|
|
|
3,249
|
|
|
3,269
|
|
|
4,653
|
|
|
4,725
|
|
Due after five years through ten years
|
|
|
139,033
|
|
|
135,074
|
|
|
116,735
|
|
|
120,074
|
|
Due after ten years
|
|
|
80,636
|
|
|
75,939
|
|
|
86,995
|
|
|
89,702
|
|
Total debt securities held-to-maturity
|
|
$
|
224,638
|
|
$
|
216,007
|
|
$
|
215,814
|
|
$
|
222,024
|
|
(In thousands)
|
|
2013
|
|
2012
|
|
||
Federal Reserve Bank stock
|
|
$
|
8,269
|
|
$
|
8,269
|
|
Federal Home Loan Bank of Atlanta stock
|
|
|
32,418
|
|
|
25,367
|
|
Total equity securities
|
|
$
|
40,687
|
|
$
|
33,636
|
|
(In thousands)
|
|
2013
|
|
2012
|
|
2011
|
|
|||
Gross realized gains from sales of investments available-for-sale
|
|
$
|
-
|
|
$
|
56
|
|
$
|
-
|
|
Gross realized losses from sales of investments available-for-sale
|
|
|
(3)
|
|
|
-
|
|
|
-
|
|
Net gains or (losses) from calls of investments available-for-sale
|
|
|
44
|
|
|
294
|
|
|
205
|
|
Net gains or (losses) from calls of investments held-to-maturity
|
|
|
74
|
|
|
109
|
|
|
87
|
|
Net securities gains
|
|
$
|
115
|
|
$
|
459
|
|
$
|
292
|
|
74 | ||
|
(In thousands)
|
|
|
2013
|
|
|
2012
|
|
Residential real estate:
|
|
|
|
|
|
|
|
Residential mortgage
|
|
$
|
618,381
|
|
$
|
523,364
|
|
Residential construction
|
|
|
129,177
|
|
|
120,314
|
|
Commercial real estate:
|
|
|
|
|
|
|
|
Commercial owner occupied real estate
|
|
|
592,823
|
|
|
571,510
|
|
Commercial investor real estate
|
|
|
552,178
|
|
|
456,888
|
|
Commercial acquisition, development and construction
|
|
|
160,696
|
|
|
151,933
|
|
Commercial Business
|
|
|
356,651
|
|
|
346,708
|
|
Leases
|
|
|
703
|
|
|
3,421
|
|
Consumer
|
|
|
373,657
|
|
|
356,990
|
|
Total loans and leases
|
|
$
|
2,784,266
|
|
$
|
2,531,128
|
|
|
·
|
Commercial business loans
Commercial loans are made to provide funds for equipment and general corporate needs.
Repayment of a loan primarily uses the funds obtained from the operation of the borrower’s business.
Commercial loans also include lines of credit that are utilized to finance a borrower’s short-term credit needs and/or to finance a percentage of eligible receivables and inventory.
|
|
·
|
Commercial acquisition, development and construction loans
Commercial acquisition, development and construction loans are intended to finance the construction of commercial properties and include loans for the acquisition and development of land.
Construction loans represent a higher degree of risk than permanent real estate loans and may be affected by a variety of factors such as the borrower’s ability to control costs and adhere to time schedules and the risk that constructed units may not be absorbed by the market within the anticipated time frame or at the anticipated price.
The loan commitment on these loans often includes an interest reserve that allows the lender to periodically advance loan funds to pay interest charges on the outstanding balance of the loan.
|
|
·
|
Commercial owner occupied real estate loans -
Commercial owned-occupied real estate loans consist of commercial mortgage loans secured by owner occupied properties where an established banking relationship exists and involves a variety of property types to conduct the borrower’s operations.
The primary source of repayment for this type of loan is the cash flow from the business and is based upon the borrower’s financial health and the ability of the borrower and the business to repay.
|
|
·
|
Commercial investor real estate loans -
Commercial investor real estate loans consist of loans secured by non-owner occupied properties where an established banking relationship exists and involves investment properties for warehouse, retail, and office space with a history of occupancy and cash flow.
This commercial real estate category contains mortgage loans to the developers and owners of commercial real estate where the borrower intends to operate or sell the property at a profit and use the income stream or proceeds from the sale(s) to repay the loan.
|
|
·
|
Leases -
The Company’s loan portfolio also includes a small portfolio of equipment leases, which consists of leases for essential commercial equipment used by small to medium sized businesses.
|
|
·
|
Consumer loans -
This category of loans includes primarily home equity loans and lines, installment loans, personal lines of credit and marine loans.
The home equity category consists mainly of revolving lines of credit to consumers which are secured by residential real estate. These loans are typically secured with second mortgages on the homes.
Other consumer loans include installment loans used by customers to purchase automobiles, boats and recreational vehicles.
|
|
·
|
Residential mortgage loans
The residential real estate category contains permanent mortgage loans principally to consumers secured by residential real estate. Residential real estate loans are evaluated for the adequacy of repayment sources at the time of approval, based upon measures including credit scores, debt-to-income ratios, and collateral values. Loans may be either conforming or non-conforming.
|
|
·
|
Residential construction loans -
The Company makes residential real estate construction loans generally to provide interim financing on residential property during the construction period. Borrowers are typically individuals who will ultimately occupy the single-family dwelling. Loan funds are disbursed periodically as pre-specified stages of completion are attained based upon site inspections.
|
75 | ||
|
(In thousands)
|
|
2013
|
|
2012
|
|
||
Balance at January 1
|
|
$
|
20,494
|
|
$
|
20,235
|
|
Additions
|
|
|
886
|
|
|
847
|
|
Repayments
|
|
|
(2,459)
|
|
|
(588)
|
|
Balance at December 31
|
|
$
|
18,921
|
|
$
|
20,494
|
|
(In thousands)
|
|
2013
|
|
2012
|
|
2011
|
|
|||
Balance at beginning of year
|
|
$
|
42,957
|
|
$
|
49,426
|
|
$
|
62,135
|
|
Provision (credit) for loan and lease losses
|
|
|
(1,084)
|
|
|
3,649
|
|
|
1,428
|
|
Loan and lease charge-offs
|
|
|
(11,165)
|
|
|
(12,804)
|
|
|
(16,505)
|
|
Loan and lease recoveries
|
|
|
8,058
|
|
|
2,686
|
|
|
2,368
|
|
Net charge-offs
|
|
|
(3,107)
|
|
|
(10,118)
|
|
|
(14,137)
|
|
Balance at period end
|
|
$
|
38,766
|
|
$
|
42,957
|
|
$
|
49,426
|
|
76 | ||
|
|
|
2013
|
|
|||||||||||||||||||||||||||||||||
|
|
|
|
|
|
Commercial Real Estate
|
|
|
|
|
|
|
|
|
|
|
Residential Real Estate
|
|
|
|
|
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial
|
|
|
Commercial
|
|
|
Commercial
|
|
|
Owner
|
|
|
|
|
|
|
|
|
|
|
Residential
|
|
|
Residential
|
|
|
|
|
|
||||||
(Dollars in thousands)
|
|
Business
|
|
|
AD&C
|
|
|
Investor R/E
|
|
|
Occupied R/E
|
|
|
Leasing
|
|
|
Consumer
|
|
|
Mortgage
|
|
|
Construction
|
|
|
Total
|
|
|||||||||
Balance at beginning of year
|
|
$
|
6,495
|
|
|
$
|
4,737
|
|
|
$
|
9,583
|
|
|
$
|
6,997
|
|
|
$
|
332
|
|
|
$
|
3,846
|
|
|
$
|
8,522
|
|
|
$
|
2,445
|
|
|
$
|
42,957
|
|
Provision (credit)
|
|
|
1,910
|
|
|
|
(3,978)
|
|
|
|
1,100
|
|
|
|
(874)
|
|
|
|
(326)
|
|
|
|
1,951
|
|
|
|
329
|
|
|
|
(1,196)
|
|
|
|
(1,084)
|
|
Charge-offs
|
|
|
(2,915)
|
|
|
|
(85)
|
|
|
|
(4,774)
|
|
|
|
(240)
|
|
|
|
-
|
|
|
|
(1,853)
|
|
|
|
(1,194)
|
|
|
|
(104)
|
|
|
|
(11,165)
|
|
Recoveries
|
|
|
818
|
|
|
|
3,080
|
|
|
|
3,354
|
|
|
|
425
|
|
|
|
10
|
|
|
|
198
|
|
|
|
162
|
|
|
|
11
|
|
|
|
8,058
|
|
Net charge-offs
|
|
|
(2,097)
|
|
|
|
2,995
|
|
|
|
(1,420)
|
|
|
|
185
|
|
|
|
10
|
|
|
|
(1,655)
|
|
|
|
(1,032)
|
|
|
|
(93)
|
|
|
|
(3,107)
|
|
Balance at end of period
|
|
$
|
6,308
|
|
|
$
|
3,754
|
|
|
$
|
9,263
|
|
|
$
|
6,308
|
|
|
$
|
16
|
|
|
$
|
4,142
|
|
|
$
|
7,819
|
|
|
$
|
1,156
|
|
|
$
|
38,766
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans and leases
|
|
$
|
356,651
|
|
|
$
|
160,696
|
|
|
$
|
552,178
|
|
|
$
|
592,823
|
|
|
$
|
703
|
|
|
$
|
373,657
|
|
|
$
|
618,381
|
|
|
$
|
129,177
|
|
|
$
|
2,784,266
|
|
Allowance for loans and leases to total loans and leases ratio
|
|
|
1.77
|
%
|
|
|
2.34
|
%
|
|
|
1.68
|
%
|
|
|
1.06
|
%
|
|
|
2.28
|
%
|
|
|
1.11
|
%
|
|
|
1.26
|
%
|
|
|
0.89
|
%
|
|
|
1.39
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance of loans specifically evaluated for impairment
|
|
$
|
5,608
|
|
|
$
|
4,128
|
|
|
$
|
7,654
|
|
|
$
|
7,111
|
|
|
|
na.
|
|
|
$
|
29
|
|
|
$
|
6,141
|
|
|
$
|
1,852
|
|
|
$
|
32,523
|
|
Allowance for loans specifically evaluated for impairment
|
|
$
|
849
|
|
|
$
|
1,031
|
|
|
$
|
126
|
|
|
$
|
426
|
|
|
|
na.
|
|
|
|
na.
|
|
|
$
|
626
|
|
|
$
|
-
|
|
|
$
|
3,058
|
|
Specific allowance to specific loans ratio
|
|
|
15.14
|
%
|
|
|
24.98
|
%
|
|
|
1.65
|
%
|
|
|
5.99
|
%
|
|
|
na.
|
|
|
|
na.
|
|
|
|
10.19
|
%
|
|
|
0.00
|
%
|
|
|
9.40
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance of loans collectively evaluated
|
|
$
|
351,043
|
|
|
$
|
156,568
|
|
|
$
|
544,524
|
|
|
$
|
585,712
|
|
|
$
|
703
|
|
|
$
|
373,628
|
|
|
$
|
612,240
|
|
|
$
|
127,325
|
|
|
$
|
2,751,743
|
|
Allowance for loans collectively evaluated
|
|
$
|
5,459
|
|
|
$
|
2,723
|
|
|
$
|
9,137
|
|
|
$
|
5,882
|
|
|
$
|
16
|
|
|
$
|
4,142
|
|
|
$
|
7,193
|
|
|
$
|
1,156
|
|
|
$
|
35,708
|
|
Collective allowance to collective loans ratio
|
|
|
1.56
|
%
|
|
|
1.74
|
%
|
|
|
1.68
|
%
|
|
|
1.00
|
%
|
|
|
2.28
|
%
|
|
|
1.11
|
%
|
|
|
1.17
|
%
|
|
|
0.91
|
%
|
|
|
1.30
|
%
|
|
|
2012
|
|
|||||||||||||||||||||||||||||||||
|
|
|
|
|
|
Commercial Real Estate
|
|
|
|
|
|
|
|
|
|
|
Residential Real Estate
|
|
|
|
|
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial
|
|
|
Commercial
|
|
|
Commercial
|
|
|
Owner
|
|
|
|
|
|
|
|
|
|
|
Residential
|
|
|
Residential
|
|
|
|
|
|
||||||
(Dollars in thousands)
|
|
Business
|
|
|
AD&C
|
|
|
Investor R/E
|
|
|
Occupied R/E
|
|
|
Leasing
|
|
|
Consumer
|
|
|
Mortgage
|
|
|
Construction
|
|
|
Total
|
|
|||||||||
Balance at beginning of year
|
|
$
|
6,727
|
|
|
$
|
6,664
|
|
|
$
|
8,248
|
|
|
$
|
7,329
|
|
|
$
|
795
|
|
|
$
|
4,873
|
|
|
$
|
10,583
|
|
|
$
|
4,207
|
|
|
$
|
49,426
|
|
Provision (credit)
|
|
|
(758)
|
|
|
|
826
|
|
|
|
4,928
|
|
|
|
804
|
|
|
|
(478)
|
|
|
|
44
|
|
|
|
(167)
|
|
|
|
(1,550)
|
|
|
|
3,649
|
|
Charge-offs
|
|
|
(1,022)
|
|
|
|
(3,281)
|
|
|
|
(3,690)
|
|
|
|
(1,174)
|
|
|
|
(8)
|
|
|
|
(1,298)
|
|
|
|
(2,107)
|
|
|
|
(224)
|
|
|
|
(12,804)
|
|
Recoveries
|
|
|
1,548
|
|
|
|
528
|
|
|
|
97
|
|
|
|
38
|
|
|
|
23
|
|
|
|
227
|
|
|
|
213
|
|
|
|
12
|
|
|
|
2,686
|
|
Net charge-offs
|
|
|
526
|
|
|
|
(2,753)
|
|
|
|
(3,593)
|
|
|
|
(1,136)
|
|
|
|
15
|
|
|
|
(1,071)
|
|
|
|
(1,894)
|
|
|
|
(212)
|
|
|
|
(10,118)
|
|
Balance at end of period
|
|
$
|
6,495
|
|
|
$
|
4,737
|
|
|
$
|
9,583
|
|
|
$
|
6,997
|
|
|
$
|
332
|
|
|
$
|
3,846
|
|
|
$
|
8,522
|
|
|
$
|
2,445
|
|
|
$
|
42,957
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans and leases
|
|
$
|
346,708
|
|
|
$
|
151,933
|
|
|
$
|
456,888
|
|
|
$
|
571,510
|
|
|
$
|
3,421
|
|
|
$
|
356,990
|
|
|
$
|
523,364
|
|
|
$
|
120,314
|
|
|
$
|
2,531,128
|
|
Allowance for loans and leases to total loans and leases ratio
|
|
|
1.87
|
%
|
|
|
3.12
|
%
|
|
|
2.10
|
%
|
|
|
1.22
|
%
|
|
|
9.70
|
%
|
|
|
1.08
|
%
|
|
|
1.63
|
%
|
|
|
2.03
|
%
|
|
|
1.70
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance of loans specifically evaluated for impairment
|
|
$
|
8,984
|
|
|
$
|
6,332
|
|
|
$
|
11,843
|
|
|
$
|
15,184
|
|
|
|
na.
|
|
|
$
|
31
|
|
|
$
|
4,528
|
|
|
$
|
1,871
|
|
|
$
|
48,773
|
|
Allowance for loans specifically evaluated for impairment
|
|
$
|
2,597
|
|
|
$
|
-
|
|
|
$
|
774
|
|
|
$
|
598
|
|
|
|
na.
|
|
|
|
na.
|
|
|
$
|
713
|
|
|
$
|
467
|
|
|
$
|
5,149
|
|
Specific allowance to specific loans ratio
|
|
|
28.91
|
%
|
|
|
-
|
|
|
|
6.54
|
%
|
|
|
3.94
|
%
|
|
|
na.
|
|
|
|
na.
|
|
|
|
15.75
|
%
|
|
|
24.96
|
%
|
|
|
10.56
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance of loans collectively evaluated
|
|
$
|
337,724
|
|
|
$
|
145,601
|
|
|
$
|
445,045
|
|
|
$
|
556,326
|
|
|
$
|
3,421
|
|
|
$
|
356,959
|
|
|
$
|
518,836
|
|
|
$
|
118,443
|
|
|
$
|
2,482,355
|
|
Allowance for loans collectively evaluated
|
|
$
|
3,898
|
|
|
$
|
4,737
|
|
|
$
|
8,809
|
|
|
$
|
6,399
|
|
|
$
|
332
|
|
|
$
|
3,846
|
|
|
$
|
7,809
|
|
|
$
|
1,978
|
|
|
$
|
37,808
|
|
Collective allowance to collective loans ratio
|
|
|
1.15
|
%
|
|
|
3.25
|
%
|
|
|
1.98
|
%
|
|
|
1.15
|
%
|
|
|
9.70
|
%
|
|
|
1.08
|
%
|
|
|
1.51
|
%
|
|
|
1.67
|
%
|
|
|
1.52
|
%
|
77 | ||
|
|
·
|
An internal evaluation is updated quarterly to include borrower financial statements and/or cash flow projections.
|
|
·
|
The borrower may be contacted for a meeting to discuss an updated or revised action plan which may include a request for additional collateral.
|
|
·
|
Re-verification of the documentation supporting the Company’s position with respect to the collateral securing the loan.
|
|
·
|
At the monthly credit committee meeting the loan may be downgraded.
|
|
·
|
Upon receipt of the updated appraisal or based on an updated internal financial evaluation, the loan balance is compared to the appraisal and a specific allowance is determined for the particular loan, typically for the amount of the difference between the appraisal and the loan balance.
|
|
·
|
The Company will specifically reserve for or charge-off the excess of the loan amount over the amount of the appraisal. In certain cases the Company may establish a larger reserve due to knowledge of current market conditions or the existence of an offer for the collateral that will facilitate a more timely resolution of the loan.
|
78 | ||
|
(In thousands)
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
Impaired loans with a specific allowance
|
|
$
|
12,217
|
|
$
|
27,526
|
|
$
|
36,742
|
|
Impaired loans without a specific allowance
|
|
|
20,306
|
|
|
21,247
|
|
|
30,833
|
|
Total impaired loans
|
|
$
|
32,523
|
|
$
|
48,773
|
|
$
|
67,575
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for loan and lease losses related to impaired loans
|
|
$
|
3,058
|
|
$
|
5,149
|
|
$
|
7,791
|
|
Allowance for loan and lease losses related to loans collectively evaluated
|
|
|
35,708
|
|
|
37,808
|
|
|
41,635
|
|
Total allowance for loan and lease losses
|
|
$
|
38,766
|
|
$
|
42,957
|
|
$
|
49,426
|
|
|
|
|
|
|
|
|
|
|
|
|
Average impaired loans for the period
|
|
$
|
38,379
|
|
$
|
57,438
|
|
$
|
68,377
|
|
Contractual interest income due on impaired loans during the period
|
|
$
|
2,612
|
|
$
|
4,433
|
|
$
|
4,973
|
|
Interest income on impaired loans recognized on a cash basis
|
|
$
|
1,374
|
|
$
|
1,121
|
|
$
|
1,523
|
|
Interest income on impaired loans recognized on an accrual basis
|
|
$
|
473
|
|
$
|
560
|
|
$
|
325
|
|
|
|
2013
|
|
||||||||||||||||
|
|
|
|
|
Commercial Real Estate
|
|
|
|
|
Total Recorded
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
Commercial
|
|
All
|
|
Investment in
|
|
|||
|
|
|
|
|
Commercial
|
|
Commercial
|
|
Owner
|
|
Other
|
|
Impaired
|
|
|||||
(In thousands)
|
|
Commercial
|
|
AD&C
|
|
Investor R/E
|
|
Occupied R/E
|
|
Loans
|
|
Loans
|
|
||||||
Impaired loans with a specific allowance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-accruing
|
|
$
|
374
|
|
$
|
1,360
|
|
$
|
749
|
|
$
|
2,022
|
|
$
|
-
|
|
$
|
4,505
|
|
Restructured accruing
|
|
|
790
|
|
|
-
|
|
|
-
|
|
|
1,174
|
|
|
2,365
|
|
|
4,329
|
|
Restructured non-accruing
|
|
|
349
|
|
|
1,122
|
|
|
-
|
|
|
1,274
|
|
|
638
|
|
|
3,383
|
|
Balance
|
|
$
|
1,513
|
|
$
|
2,482
|
|
$
|
749
|
|
$
|
4,470
|
|
$
|
3,003
|
|
$
|
12,217
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance
|
|
$
|
849
|
|
$
|
1,031
|
|
$
|
126
|
|
$
|
426
|
|
$
|
626
|
|
$
|
3,058
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impaired loans without a specific allowance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-accruing
|
|
$
|
1,532
|
|
$
|
382
|
|
$
|
5,440
|
|
$
|
646
|
|
$
|
-
|
|
$
|
8,000
|
|
Restructured accruing
|
|
|
1,417
|
|
|
-
|
|
|
852
|
|
|
-
|
|
|
2,861
|
|
|
5,130
|
|
Restructured non-accruing
|
|
|
1,146
|
|
|
1,264
|
|
|
613
|
|
|
1,995
|
|
|
2,158
|
|
|
7,176
|
|
Balance
|
|
$
|
4,095
|
|
$
|
1,646
|
|
$
|
6,905
|
|
$
|
2,641
|
|
$
|
5,019
|
|
$
|
20,306
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total impaired loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-accruing
|
|
$
|
1,906
|
|
$
|
1,742
|
|
$
|
6,189
|
|
$
|
2,668
|
|
$
|
-
|
|
$
|
12,505
|
|
Restructured accruing
|
|
|
2,207
|
|
|
-
|
|
|
852
|
|
|
1,174
|
|
|
5,226
|
|
|
9,459
|
|
Restructured non-accruing
|
|
|
1,495
|
|
|
2,386
|
|
|
613
|
|
|
3,269
|
|
|
2,796
|
|
|
10,559
|
|
Balance
|
|
$
|
5,608
|
|
$
|
4,128
|
|
$
|
7,654
|
|
$
|
7,111
|
|
$
|
8,022
|
|
$
|
32,523
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unpaid principal balance in total impaired loans
|
|
$
|
7,943
|
|
$
|
10,318
|
|
$
|
12,351
|
|
$
|
8,684
|
|
$
|
8,650
|
|
$
|
47,946
|
|
79 | ||
|
|
|
2013
|
|
||||||||||||||||
|
|
|
|
|
Commercial Real Estate
|
|
|
|
|
Total Recorded
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
Commercial
|
|
All
|
|
Investment in
|
|
|||
|
|
|
|
|
Commercial
|
|
Commercial
|
|
Owner
|
|
Other
|
|
Impaired
|
|
|||||
(In thousands)
|
|
Commercial
|
|
AD&C
|
|
Investor R/E
|
|
Occupied R/E
|
|
Loans
|
|
Loans
|
|
||||||
Average impaired loans for the period
|
|
$
|
7,153
|
|
$
|
5,451
|
|
$
|
10,605
|
|
$
|
8,386
|
|
$
|
6,784
|
|
$
|
38,379
|
|
Contractual interest income due on impaired loans
during the period |
|
$
|
452
|
|
$
|
654
|
|
$
|
587
|
|
$
|
692
|
|
$
|
227
|
|
|
|
|
Interest income on impaired loans recognized on a cash
basis |
|
$
|
238
|
|
$
|
253
|
|
$
|
75
|
|
$
|
725
|
|
$
|
83
|
|
|
|
|
Interest income on impaired loans recognized on
an accrual basis |
|
$
|
133
|
|
$
|
-
|
|
$
|
30
|
|
$
|
77
|
|
$
|
233
|
|
|
|
|
|
|
2012
|
|
||||||||||||||||
|
|
|
|
|
Commercial Real Estate
|
|
|
|
|
Total Recorded
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
Commercial
|
|
All
|
|
Investment in
|
|
|||
|
|
|
|
|
Commercial
|
|
Commercial
|
|
Owner
|
|
Other
|
|
Impaired
|
|
|||||
(In thousands)
|
|
Commercial
|
|
AD&C
|
|
Investor R/E
|
|
Occupied R/E
|
|
Loans
|
|
Loans
|
|
||||||
Impaired loans with a specific allowance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-accruing
|
|
$
|
2,514
|
|
$
|
-
|
|
$
|
10,219
|
|
$
|
4,319
|
|
$
|
-
|
|
$
|
17,052
|
|
Restructured accruing
|
|
|
2,981
|
|
|
-
|
|
|
-
|
|
|
1,503
|
|
|
3,419
|
|
|
7,903
|
|
Restructured non-accruing
|
|
|
228
|
|
|
-
|
|
|
-
|
|
|
1,039
|
|
|
1,304
|
|
|
2,571
|
|
Balance
|
|
$
|
5,723
|
|
$
|
-
|
|
$
|
10,219
|
|
$
|
6,861
|
|
$
|
4,723
|
|
$
|
27,526
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance
|
|
$
|
2,597
|
|
$
|
-
|
|
$
|
774
|
|
$
|
598
|
|
$
|
1,180
|
|
$
|
5,149
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impaired loans without a specific allowance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-accruing
|
|
$
|
1,846
|
|
$
|
3,033
|
|
$
|
577
|
|
$
|
6,191
|
|
$
|
-
|
|
$
|
11,647
|
|
Restructured accruing
|
|
|
1,392
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
815
|
|
|
2,207
|
|
Restructured non-accruing
|
|
|
23
|
|
|
3,299
|
|
|
1,047
|
|
|
2,132
|
|
|
892
|
|
|
7,393
|
|
Balance
|
|
$
|
3,261
|
|
$
|
6,332
|
|
$
|
1,624
|
|
$
|
8,323
|
|
$
|
1,707
|
|
$
|
21,247
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total impaired loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-accruing
|
|
$
|
4,360
|
|
$
|
3,033
|
|
$
|
10,796
|
|
$
|
10,510
|
|
$
|
-
|
|
$
|
28,699
|
|
Restructured accruing
|
|
|
4,373
|
|
|
-
|
|
|
-
|
|
|
1,503
|
|
|
4,234
|
|
|
10,110
|
|
Restructured non-accruing
|
|
|
251
|
|
|
3,299
|
|
|
1,047
|
|
|
3,171
|
|
|
2,196
|
|
|
9,964
|
|
Balance
|
|
$
|
8,984
|
|
$
|
6,332
|
|
$
|
11,843
|
|
$
|
15,184
|
|
$
|
6,430
|
|
$
|
48,773
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unpaid principal balance in total impaired
loans |
|
$
|
11,506
|
|
$
|
21,590
|
|
$
|
15,405
|
|
$
|
17,928
|
|
$
|
6,904
|
|
$
|
73,333
|
|
|
|
2012
|
|
||||||||||||||||
|
|
|
|
|
Commercial Real Estate
|
|
|
|
|
Total Recorded
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
Commercial
|
|
All
|
|
Investment in
|
|
|||
|
|
|
|
|
Commercial
|
|
Commercial
|
|
Owner
|
|
Other
|
|
Impaired
|
|
|||||
(In thousands)
|
|
Commercial
|
|
AD&C
|
|
Investor R/E
|
|
Occupied R/E
|
|
Loans
|
|
Loans
|
|
||||||
Average impaired loans for the period
|
|
$
|
8,659
|
|
$
|
12,270
|
|
$
|
13,838
|
|
$
|
16,172
|
|
$
|
6,499
|
|
$
|
57,438
|
|
Contractual interest income due on impaired loans during the
period |
|
$
|
527
|
|
$
|
1,222
|
|
$
|
1,181
|
|
$
|
1,391
|
|
$
|
112
|
|
|
|
|
Interest income on impaired loans recognized on a cash
basis |
|
$
|
121
|
|
$
|
323
|
|
$
|
175
|
|
$
|
420
|
|
$
|
82
|
|
|
|
|
Interest income on impaired loans recognized on an accrual
basis |
|
$
|
257
|
|
$
|
-
|
|
$
|
-
|
|
$
|
102
|
|
$
|
201
|
|
|
|
|
80 | ||
|
|
|
2013
|
|
|||||||||||||||||||||||||
|
|
|
|
|
Commercial Real Estate
|
|
|
|
|
|
|
|
Residential Real Estate
|
|
|
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
Commercial
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial
|
|
Commercial
|
|
Owner
|
|
|
|
|
|
|
|
Residential
|
|
Residential
|
|
|
|
|
|||||
(In thousands)
|
|
Commercial
|
|
AD&C
|
|
Investor R/E
|
|
Occupied R/E
|
|
Leasing
|
|
Consumer
|
|
Mortgage
|
|
Construction
|
|
Total
|
|
|||||||||
Non-performing loans and assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-accrual loans and leases
|
|
$
|
3,400
|
|
$
|
4,127
|
|
$
|
6,802
|
|
$
|
5,936
|
|
$
|
-
|
|
$
|
2,259
|
|
$
|
5,735
|
|
$
|
2,315
|
|
$
|
30,574
|
|
Loans and leases 90 days past due
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
1
|
|
|
-
|
|
|
-
|
|
|
1
|
|
Restructured loans and leases
|
|
|
2,207
|
|
|
-
|
|
|
852
|
|
|
1,174
|
|
|
-
|
|
|
29
|
|
|
5,197
|
|
|
-
|
|
|
9,459
|
|
Total non-performing loans and leases
|
|
|
5,607
|
|
|
4,127
|
|
|
7,654
|
|
|
7,110
|
|
|
-
|
|
|
2,289
|
|
|
10,932
|
|
|
2,315
|
|
|
40,034
|
|
Other real estate owned
|
|
|
54
|
|
|
365
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
919
|
|
|
-
|
|
|
1,338
|
|
Total non-performing assets
|
|
$
|
5,661
|
|
$
|
4,492
|
|
$
|
7,654
|
|
$
|
7,110
|
|
$
|
-
|
|
$
|
2,289
|
|
$
|
11,851
|
|
$
|
2,315
|
|
$
|
41,372
|
|
|
|
2012
|
|
|||||||||||||||||||||||||
|
|
|
|
|
Commercial Real Estate
|
|
|
|
|
|
|
|
Residential Real Estate
|
|
|
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
Commercial
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial
|
|
Commercial
|
|
Owner
|
|
|
|
|
|
|
|
Residential
|
|
Residential
|
|
|
|
|
|||||
(In thousands)
|
|
Commercial
|
|
AD&C
|
|
Investor R/E
|
|
Occupied R/E
|
|
Leasing
|
|
Consumer
|
|
Mortgage
|
|
Construction
|
|
Total
|
|
|||||||||
Non-performing loans and assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-accrual loans and leases
|
|
$
|
4,611
|
|
$
|
6,332
|
|
$
|
11,843
|
|
$
|
13,681
|
|
$
|
865
|
|
$
|
2,410
|
|
$
|
4,681
|
|
$
|
3,125
|
|
$
|
47,548
|
|
Loans and leases 90 days past due
|
|
|
24
|
|
|
-
|
|
|
-
|
|
|
209
|
|
|
-
|
|
|
14
|
|
|
-
|
|
|
-
|
|
|
247
|
|
Restructured loans and leases
|
|
|
4,373
|
|
|
-
|
|
|
-
|
|
|
1,503
|
|
|
-
|
|
|
31
|
|
|
4,203
|
|
|
-
|
|
|
10,110
|
|
Total non-performing loans and leases
|
|
|
9,008
|
|
|
6,332
|
|
|
11,843
|
|
|
15,393
|
|
|
865
|
|
|
2,455
|
|
|
8,884
|
|
|
3,125
|
|
|
57,905
|
|
Other real estate owned
|
|
|
1,829
|
|
|
-
|
|
|
220
|
|
|
2,396
|
|
|
-
|
|
|
-
|
|
|
1,401
|
|
|
80
|
|
|
5,926
|
|
Total non-performing assets
|
|
$
|
10,837
|
|
$
|
6,332
|
|
$
|
12,063
|
|
$
|
17,789
|
|
$
|
865
|
|
$
|
2,455
|
|
$
|
10,285
|
|
$
|
3,205
|
|
$
|
63,831
|
|
|
|
2013
|
|
|||||||||||||||||||||||||
|
|
|
|
|
Commercial Real Estate
|
|
|
|
|
|
|
|
Residential Real Estate
|
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
Commercial
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial
|
|
Commercial
|
|
Owner
|
|
|
|
|
|
|
|
Residential
|
|
Residential
|
|
|
|
|
|||||
(In thousands)
|
|
Commercial
|
|
AD&C
|
|
Investor R/E
|
|
Occupied R/E
|
|
Leasing
|
|
Consumer
|
|
Mortgage
|
|
Construction
|
|
Total
|
|
|||||||||
Past due loans and leases
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31-60 days
|
|
$
|
382
|
|
$
|
-
|
|
$
|
5,826
|
|
$
|
876
|
|
$
|
4
|
|
$
|
716
|
|
$
|
4,119
|
|
$
|
-
|
|
$
|
11,923
|
|
61-90 days
|
|
|
1,142
|
|
|
-
|
|
|
-
|
|
|
2,540
|
|
|
-
|
|
|
176
|
|
|
208
|
|
|
-
|
|
|
4,066
|
|
> 90 days
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
1
|
|
|
-
|
|
|
-
|
|
|
1
|
|
Total past due
|
|
|
1,524
|
|
|
-
|
|
|
5,826
|
|
|
3,416
|
|
|
4
|
|
|
893
|
|
|
4,327
|
|
|
-
|
|
|
15,990
|
|
Non-accrual loans and leases
|
|
|
3,400
|
|
|
4,127
|
|
|
6,802
|
|
|
5,936
|
|
|
-
|
|
|
2,259
|
|
|
5,735
|
|
|
2,315
|
|
|
30,574
|
|
Loans aquired with deteriorated credit quality
|
|
|
1,363
|
|
|
-
|
|
|
571
|
|
|
2,366
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
4,300
|
|
Current loans
|
|
|
350,364
|
|
|
156,569
|
|
|
538,979
|
|
|
581,105
|
|
|
699
|
|
|
370,505
|
|
|
608,319
|
|
|
126,862
|
|
|
2,733,402
|
|
Total loans and leases
|
|
$
|
356,651
|
|
$
|
160,696
|
|
$
|
552,178
|
|
$
|
592,823
|
|
$
|
703
|
|
$
|
373,657
|
|
$
|
618,381
|
|
$
|
129,177
|
|
$
|
2,784,266
|
|
81 | ||
|
|
|
2012
|
|
|||||||||||||||||||||||||
|
|
|
|
|
Commercial Real Estate
|
|
|
|
|
|
|
|
Residential Real Estate
|
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
Commercial
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial
|
|
Commercial
|
|
Owner
|
|
|
|
|
|
|
|
Residential
|
|
Residential
|
|
|
|
|
|||||
(In thousands)
|
|
Commercial
|
|
AD&C
|
|
Investor R/E
|
|
Occupied R/E
|
|
Leasing
|
|
Consumer
|
|
Mortgage
|
|
Construction
|
|
Total
|
|
|||||||||
Past due loans and leases
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31-60 days
|
|
$
|
2,138
|
|
$
|
-
|
|
$
|
2,020
|
|
$
|
1,556
|
|
$
|
7
|
|
$
|
496
|
|
$
|
5,443
|
|
$
|
-
|
|
$
|
11,660
|
|
61-90 days
|
|
|
212
|
|
|
-
|
|
|
-
|
|
|
1,809
|
|
|
68
|
|
|
101
|
|
|
1,603
|
|
|
-
|
|
|
3,793
|
|
> 90 days
|
|
|
24
|
|
|
-
|
|
|
-
|
|
|
209
|
|
|
-
|
|
|
14
|
|
|
-
|
|
|
-
|
|
|
247
|
|
Total past due
|
|
|
2,374
|
|
|
-
|
|
|
2,020
|
|
|
3,574
|
|
|
75
|
|
|
611
|
|
|
7,046
|
|
|
-
|
|
|
15,700
|
|
Non-accrual loans and leases
|
|
|
4,611
|
|
|
6,332
|
|
|
11,843
|
|
|
13,681
|
|
|
865
|
|
|
2,410
|
|
|
4,681
|
|
|
3,125
|
|
|
47,548
|
|
Loans aquired with deteriorated credit quality
|
|
|
1,978
|
|
|
332
|
|
|
949
|
|
|
3,941
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
7,200
|
|
Current loans
|
|
|
337,745
|
|
|
145,269
|
|
|
442,076
|
|
|
550,314
|
|
|
2,481
|
|
|
353,969
|
|
|
511,637
|
|
|
117,189
|
|
|
2,460,680
|
|
Total loans and leases
|
|
$
|
346,708
|
|
$
|
151,933
|
|
$
|
456,888
|
|
$
|
571,510
|
|
$
|
3,421
|
|
$
|
356,990
|
|
$
|
523,364
|
|
$
|
120,314
|
|
$
|
2,531,128
|
|
|
|
2013
|
|
|||||||||||||
|
|
|
|
|
Commercial Real Estate
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
Commercial
|
|
|
|
|
|
|
|
|
|
|
Commercial
|
|
Commercial
|
|
Owner
|
|
|
|
|
|||
(In thousands)
|
|
Commercial
|
|
AD&C
|
|
Investor R/E
|
|
Occupied R/E
|
|
Total
|
|
|||||
Pass
|
|
$
|
324,941
|
|
$
|
154,869
|
|
$
|
523,901
|
|
$
|
553,604
|
|
$
|
1,557,315
|
|
Special Mention
|
|
|
16,166
|
|
|
-
|
|
|
2,944
|
|
|
15,702
|
|
|
34,812
|
|
Substandard
|
|
|
15,274
|
|
|
5,827
|
|
|
25,333
|
|
|
23,517
|
|
|
69,951
|
|
Doubtful
|
|
|
270
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
270
|
|
Total
|
|
$
|
356,651
|
|
$
|
160,696
|
|
$
|
552,178
|
|
$
|
592,823
|
|
$
|
1,662,348
|
|
82 | ||
|
|
|
2012
|
|
|||||||||||||
|
|
|
|
|
Commercial Real Estate
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
Commercial
|
|
|
|
|
|
|
|
|
|
|
Commercial
|
|
Commercial
|
|
Owner
|
|
|
|
|
|||
(In thousands)
|
|
Commercial
|
|
AD&C
|
|
Investor R/E
|
|
Occupied R/E
|
|
Total
|
|
|||||
Pass
|
|
$
|
305,348
|
|
$
|
141,802
|
|
$
|
405,448
|
|
$
|
520,844
|
|
$
|
1,373,442
|
|
Special Mention
|
|
|
13,603
|
|
|
1,793
|
|
|
21,963
|
|
|
17,262
|
|
|
54,621
|
|
Substandard
|
|
|
26,091
|
|
|
8,338
|
|
|
28,885
|
|
|
32,613
|
|
|
95,927
|
|
Doubtful
|
|
|
1,666
|
|
|
-
|
|
|
592
|
|
|
791
|
|
|
3,049
|
|
Total
|
|
$
|
346,708
|
|
$
|
151,933
|
|
$
|
456,888
|
|
$
|
571,510
|
|
$
|
1,527,039
|
|
|
|
2013
|
|
|||||||||||||
|
|
|
|
|
|
|
|
Residential Real Estate
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
Residential
|
|
Residential
|
|
|
|
|
||
(In thousands)
|
|
Leasing
|
|
Consumer
|
|
Mortgage
|
|
Construction
|
|
Total
|
|
|||||
Performing
|
|
$
|
703
|
|
$
|
371,368
|
|
$
|
607,449
|
|
$
|
126,862
|
|
$
|
1,106,382
|
|
Non-performing:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
90 days past due
|
|
|
-
|
|
|
1
|
|
|
-
|
|
|
-
|
|
|
1
|
|
Non-accruing
|
|
|
-
|
|
|
2,259
|
|
|
5,735
|
|
|
2,315
|
|
|
10,309
|
|
Restructured loans and leases
|
|
|
-
|
|
|
29
|
|
|
5,197
|
|
|
-
|
|
|
5,226
|
|
Total
|
|
$
|
703
|
|
$
|
373,657
|
|
$
|
618,381
|
|
$
|
129,177
|
|
$
|
1,121,918
|
|
|
|
2012
|
|
|||||||||||||
|
|
|
|
|
|
|
|
Residential Real Estate
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
Residential
|
|
Residential
|
|
|
|
|
||
(In thousands)
|
|
Leasing
|
|
Consumer
|
|
Mortgage
|
|
Construction
|
|
Total
|
|
|||||
Performing
|
|
$
|
2,556
|
|
$
|
354,535
|
|
$
|
514,480
|
|
$
|
117,189
|
|
$
|
988,760
|
|
Non-performing:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
90 days past due
|
|
|
-
|
|
|
14
|
|
|
-
|
|
|
-
|
|
|
14
|
|
Non-accruing
|
|
|
865
|
|
|
2,410
|
|
|
4,681
|
|
|
3,125
|
|
|
11,081
|
|
Restructured loans and leases
|
|
|
-
|
|
|
31
|
|
|
4,203
|
|
|
-
|
|
|
4,234
|
|
Total
|
|
$
|
3,421
|
|
$
|
356,990
|
|
$
|
523,364
|
|
$
|
120,314
|
|
$
|
1,004,089
|
|
83 | ||
|
|
|
For the Year Ended December 31, 2013
|
|
||||||||||||||||
|
|
|
|
|
Commercial Real Estate
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
Commercial
|
|
All
|
|
|
|
|
||
|
|
|
|
|
Commercial
|
|
Commercial
|
|
Owner
|
|
Other
|
|
|
|
|
||||
(In thousands)
|
|
Commercial
|
|
AD&C
|
|
Investor R/E
|
|
Occupied R/E
|
|
Loans
|
|
Total
|
|
||||||
Troubled debt restructurings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructured accruing
|
|
$
|
87
|
|
$
|
-
|
|
$
|
852
|
|
$
|
-
|
|
$
|
2,064
|
|
$
|
3,003
|
|
Restructured non-accruing
|
|
|
425
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
425
|
|
Balance
|
|
$
|
512
|
|
$
|
-
|
|
$
|
852
|
|
$
|
-
|
|
$
|
2,064
|
|
$
|
3,428
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Specific allowance
|
|
$
|
141
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
141
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructured and subsequently defaulted
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
|
|
For the Year Ended December 31, 2012
|
|
||||||||||||||||
|
|
|
|
|
Commercial Real Estate
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
Commercial
|
|
All
|
|
|
|
|
||
|
|
|
|
|
Commercial
|
|
Commercial
|
|
Owner
|
|
Other
|
|
|
|
|
||||
(In thousands)
|
|
Commercial
|
|
AD&C
|
|
Investor R/E
|
|
Occupied R/E
|
|
Loans
|
|
Total
|
|
||||||
Troubled debt restructurings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructured accruing
|
|
$
|
2,600
|
|
$
|
-
|
|
$
|
-
|
|
$
|
1,014
|
|
$
|
-
|
|
$
|
3,614
|
|
Restructured non-accruing
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
1,304
|
|
|
1,304
|
|
Balance
|
|
$
|
2,600
|
|
$
|
-
|
|
$
|
-
|
|
$
|
1,014
|
|
$
|
1,304
|
|
$
|
4,918
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Specific allowance
|
|
$
|
552
|
|
$
|
-
|
|
$
|
-
|
|
$
|
204
|
|
$
|
467
|
|
$
|
1,223
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructured and subsequently defaulted
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
(In thousands)
|
|
2013
|
|
2012
|
|
||
Land
|
|
$
|
9,954
|
|
$
|
9,954
|
|
Buildings and leasehold improvements
|
|
|
60,939
|
|
|
61,456
|
|
Equipment
|
|
|
39,756
|
|
|
38,510
|
|
Total premises and equipment
|
|
|
110,649
|
|
|
109,920
|
|
Less: accumulated depreciation and amortization
|
|
|
(64,733)
|
|
|
(61,594)
|
|
Net premises and equipment
|
|
$
|
45,916
|
|
$
|
48,326
|
|
84 | ||
|
|
|
Operating
|
|
|
(In thousands)
|
|
Leases
|
|
|
2014
|
|
$
|
6,256
|
|
2015
|
|
|
6,177
|
|
2016
|
|
|
5,331
|
|
2017
|
|
|
4,462
|
|
2018
|
|
|
3,496
|
|
Thereafter
|
|
|
19,946
|
|
Total minimum lease payments
|
|
$
|
45,668
|
|
|
|
2013
|
|
Weighted
|
|
2012
|
|
Weighted
|
|
||||||||||||||
|
|
Gross
|
|
|
|
|
Net
|
|
Average
|
|
Gross
|
|
|
|
|
Net
|
|
Average
|
|
||||
|
|
Carrying
|
|
Accumulated
|
|
Carrying
|
|
Remaining
|
|
Carrying
|
|
Accumulated
|
|
Carrying
|
|
Remaining
|
|
||||||
(Dollars in thousands)
|
|
Amount
|
|
Amortization
|
|
Amount
|
|
Life
|
|
Amount
|
|
Amortization
|
|
Amount
|
|
Life
|
|
||||||
Amortizing intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Core deposit intangibles
|
|
$
|
9,716
|
|
$
|
(9,352)
|
|
$
|
364
|
|
0.3 years
|
|
$
|
9,716
|
|
$
|
(7,964)
|
|
$
|
1,752
|
|
1.3 years
|
|
Other identifiable intangibles
|
|
|
8,623
|
|
|
(7,657)
|
|
|
966
|
|
2.1 years
|
|
|
8,611
|
|
|
(7,200)
|
|
|
1,411
|
|
3.1 years
|
|
Total amortizing intangible assets
|
|
$
|
18,339
|
|
$
|
(17,009)
|
|
$
|
1,330
|
|
|
|
$
|
18,327
|
|
$
|
(15,164)
|
|
$
|
3,163
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill
|
|
$
|
84,171
|
|
|
|
|
$
|
84,171
|
|
|
|
$
|
84,808
|
|
|
|
|
$
|
84,808
|
|
|
|
|
|
Community
|
|
|
|
|
Investment
|
|
|
|
|
||
(In thousands)
|
|
Banking
|
|
Insurance
|
|
Management
|
|
Total
|
|
||||
Balance December 31, 2011
|
|
$
|
62,636
|
|
$
|
5,191
|
|
$
|
8,989
|
|
$
|
76,816
|
|
CommerceFirst acquisition
|
|
|
7,992
|
|
|
-
|
|
|
-
|
|
|
7,992
|
|
Balance December 31, 2012
|
|
|
70,628
|
|
|
5,191
|
|
|
8,989
|
|
|
84,808
|
|
Acquisition fair value adjustment
|
|
|
(637)
|
|
|
-
|
|
|
-
|
|
|
(637)
|
|
Balance December 31, 2013
|
|
$
|
69,991
|
|
$
|
5,191
|
|
$
|
8,989
|
|
$
|
84,171
|
|
85 | ||
|
(In thousands)
|
|
Amount
|
|
|
2014
|
|
$
|
821
|
|
2015
|
|
|
372
|
|
2016
|
|
|
94
|
|
2017
|
|
|
16
|
|
Thereafter
|
|
|
27
|
|
Total amortizing intangible assets
|
|
$
|
1,330
|
|
(In thousands)
|
|
2013
|
|
2012
|
|
||
Noninterest-bearing deposits
|
|
$
|
836,198
|
|
$
|
847,415
|
|
Interest-bearing deposits:
|
|
|
|
|
|
|
|
Demand
|
|
|
460,824
|
|
|
428,048
|
|
Money market savings
|
|
|
870,653
|
|
|
884,367
|
|
Regular savings
|
|
|
243,813
|
|
|
228,384
|
|
Time deposits of less than $100,000
|
|
|
263,636
|
|
|
307,445
|
|
Time deposits of $100,000 or more
|
|
|
202,101
|
|
|
217,375
|
|
Total interest-bearing deposits
|
|
|
2,041,027
|
|
|
2,065,619
|
|
Total deposits
|
|
$
|
2,877,225
|
|
$
|
2,913,034
|
|
(In thousands)
|
|
Amount
|
|
|
2014
|
|
$
|
309,759
|
|
2015
|
|
|
87,668
|
|
2016
|
|
|
29,091
|
|
2017
|
|
|
21,640
|
|
2018
|
|
|
17,579
|
|
Total time deposits
|
|
$
|
465,737
|
|
|
|
Months to Maturity
|
|
|
|
|
||||||||||
|
|
3 or
|
|
Over 3
|
|
Over 6
|
|
Over
|
|
|
|
|
||||
(In thousands)
|
|
Less
|
|
to 6
|
|
to 12
|
|
12
|
|
Total
|
|
|||||
Time deposits$100 thousand or more
|
|
$
|
34,110
|
|
$
|
26,547
|
|
$
|
70,020
|
|
$
|
71,424
|
|
$
|
202,101
|
|
86 | ||
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||||||||
(Dollars in thousands)
|
|
Amount
|
|
Rate
|
|
|
Amount
|
|
Rate
|
|
|
Amount
|
|
Rate
|
|
|||
Retail repurchase agreements
|
|
$
|
53,842
|
|
0.20
|
%
|
|
$
|
51,929
|
|
0.20
|
%
|
|
$
|
63,613
|
|
0.20
|
%
|
Average for the Year:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retail repurchase agreements
|
|
$
|
55,769
|
|
0.26
|
%
|
|
$
|
63,864
|
|
0.28
|
%
|
|
$
|
73,543
|
|
0.26
|
%
|
Maximum Month-end Balance:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retail repurchase agreements
|
|
$
|
59,410
|
|
|
|
|
$
|
73,130
|
|
|
|
|
$
|
79,529
|
|
|
|
|
|
2013
|
|
|
2012
|
|
||||||
|
|
|
|
|
Weighted
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
Average
|
|
|
|
|
|
Average
|
|
(Dollars in thousands)
|
|
Amounts
|
|
Rate
|
|
|
Amounts
|
|
Rate
|
|
||
Maturity:
|
|
|
|
|
|
|
|
|
|
|
|
|
One year
|
|
$
|
210,000
|
|
0.18
|
%
|
|
$
|
35,058
|
|
0.36
|
%
|
Two years
|
|
|
-
|
|
-
|
|
|
|
-
|
|
-
|
|
Three years
|
|
|
-
|
|
-
|
|
|
|
-
|
|
-
|
|
Four years
|
|
|
75,000
|
|
3.48
|
|
|
|
40,000
|
|
4.47
|
|
Five years
|
|
|
160,000
|
|
2.45
|
|
|
|
85,000
|
|
3.57
|
|
After five years
|
|
|
170,000
|
|
3.52
|
|
|
|
280,000
|
|
2.91
|
|
Total advances from FHLB
|
|
$
|
615,000
|
|
2.09
|
|
|
$
|
440,058
|
|
2.97
|
|
87 | ||
|
88 | ||
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||
Dividend yield
|
|
|
2.80
|
%
|
|
|
2.17
|
%
|
|
|
1.72
|
%
|
Weighted average expected volatility
|
|
|
53.87
|
%
|
|
|
50.90
|
%
|
|
|
46.87
|
%
|
Weighted average risk-free interest rate
|
|
|
0.83
|
%
|
|
|
1.14
|
%
|
|
|
2.58
|
%
|
Weighted average expected lives (in years)
|
|
|
5.34
|
|
|
|
5.35
|
|
|
|
5.70
|
|
Weighted average grant-date fair value
|
|
$
|
7.99
|
|
|
$
|
7.85
|
|
|
$
|
7.76
|
|
89 | ||
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
Number
|
|
Weighted
|
|
Average
|
|
Aggregate
|
|
||
|
|
of
|
|
Average
|
|
Contractual
|
|
Intrinsic
|
|
||
|
|
Common
|
|
Exercise
|
|
Remaining
|
|
Value
|
|
||
|
|
Shares
|
|
Share Price
|
|
Life(Years)
|
|
(in thousands)
|
|
||
Balance at January 1, 2013
|
|
440,453
|
|
$
|
29.17
|
|
|
|
$
|
557
|
|
Granted
|
|
20,229
|
|
$
|
20.26
|
|
|
|
$
|
160
|
|
Exercised
|
|
(10,964)
|
|
$
|
12.70
|
|
|
|
$
|
118
|
|
Forfeited or expired
|
|
(141,917)
|
|
$
|
37.72
|
|
|
|
$
|
13
|
|
Balance at December 31, 2013
|
|
307,801
|
|
$
|
25.23
|
|
2.4
|
|
$
|
1,768
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at December 31, 2013
|
|
263,657
|
|
$
|
26.19
|
|
1.9
|
|
$
|
1,384
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average fair value of options granted during the year
|
|
|
|
$
|
7.99
|
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
Average
|
|
|
|
|
Number
|
|
Grant-Date
|
|
|
(In dollars, except share data):
|
|
of Shares
|
|
Fair Value
|
|
|
Non-vested options at January 1, 2013
|
|
54,416
|
|
$
|
7.56
|
|
Granted
|
|
20,229
|
|
$
|
7.99
|
|
Vested
|
|
(29,110)
|
|
$
|
7.34
|
|
Forfeited or expired
|
|
(1,391)
|
|
$
|
7.85
|
|
Non-vested options at December 31, 2013
|
|
44,144
|
|
$
|
7.89
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
Average
|
|
|
|
|
Number
|
|
Grant-Date
|
|
|
(In dollars, except share data):
|
|
of Shares
|
|
Fair Value
|
|
|
Restricted stock at January 1, 2013
|
|
224,005
|
|
$
|
17.40
|
|
Granted
|
|
93,770
|
|
$
|
20.26
|
|
Vested
|
|
(71,043)
|
|
$
|
17.10
|
|
Forfeited
|
|
(19,668)
|
|
$
|
18.20
|
|
Restricted stock at December 31, 2013
|
|
227,064
|
|
$
|
18.61
|
|
90 | ||
|
(In thousands)
|
|
2013
|
|
2012
|
|
||
Reconciliation of Projected Benefit Obligation:
|
|
|
|
|
|
|
|
Projected obligation at January 1
|
|
$
|
38,839
|
|
$
|
32,387
|
|
Interest cost
|
|
|
1,550
|
|
|
1,534
|
|
Actuarial loss (gain)
|
|
|
(827)
|
|
|
137
|
|
Benefit payments
|
|
|
(524)
|
|
|
(702)
|
|
Payments due to settlements
|
|
|
(1,380)
|
|
|
-
|
|
Increase (decrease) related to discount rate change
|
|
|
(4,099)
|
|
|
5,483
|
|
Projected obligation at December 31
|
|
|
33,559
|
|
|
38,839
|
|
Reconciliation of Fair Value of Plan Assets:
|
|
|
|
|
|
|
|
Fair value of plan assets at January 1
|
|
|
30,590
|
|
|
29,341
|
|
Actual return on plan assets
|
|
|
4,812
|
|
|
1,951
|
|
Contribution
|
|
|
-
|
|
|
-
|
|
Benefit payments
|
|
|
(2,158)
|
|
|
(702)
|
|
Fair value of plan assets at December 31
|
|
|
33,244
|
|
|
30,590
|
|
|
|
|
|
|
|
|
|
Funded status at December 31
|
|
$
|
(315)
|
|
$
|
(8,249)
|
|
|
|
|
|
|
|
|
|
Accumulated benefit obligation at December 31
|
|
$
|
33,559
|
|
$
|
38,839
|
|
|
|
|
|
|
|
|
|
Unrecognized net actuarial loss
|
|
$
|
5,539
|
|
$
|
14,879
|
|
Net periodic pension cost not yet recognized
|
|
$
|
5,539
|
|
$
|
14,879
|
|
|
|
2013
|
|
2012
|
|
2011
|
|
Discount rate
|
|
4.77
|
%
|
4.00
|
%
|
4.75
|
%
|
Rate of compensation increase
|
|
N/A
|
|
N/A
|
|
N/A
|
|
(In thousands)
|
|
2013
|
|
2012
|
|
2011
|
|
|||
Interest cost on projected benefit obligation
|
|
$
|
1,550
|
|
$
|
1,534
|
|
$
|
1,541
|
|
Expected return on plan assets
|
|
|
(1,668)
|
|
|
(1,165)
|
|
|
(1,070)
|
|
Recognized net actuarial loss
|
|
|
1,255
|
|
|
1,194
|
|
|
1,159
|
|
Adjustment due to settlement accounting for termination liability
|
|
|
269
|
|
|
-
|
|
|
-
|
|
Net periodic benefit cost
|
|
$
|
1,406
|
|
$
|
1,563
|
|
$
|
1,630
|
|
91 | ||
|
|
|
2013
|
|
2012
|
|
2011
|
|
Discount rate
|
|
4.00
|
%
|
4.75
|
%
|
5.00
|
%
|
Expected return on plan assets
|
|
5.50
|
%
|
4.00
|
%
|
4.50
|
%
|
Rate of compensation increase
|
|
N/A
|
|
N/A
|
|
N/A
|
|
|
|
Unrecognized
|
|
|
|
|
Net
|
|
|
(In thousands)
|
|
Gain/(Loss)
|
|
|
Included in accumulated other comprehensive income (loss) at January 1, 2011
|
|
$
|
10,618
|
|
Additions during the year
|
|
|
443
|
|
Reclassifications due to recognition as net periodic pension cost
|
|
|
(1,159)
|
|
Increase related to change in discount rate assumption
|
|
|
1,337
|
|
Included in accumulated other comprehensive income (loss) as of December 31, 2011
|
|
|
11,239
|
|
Additions during the year
|
|
|
(649)
|
|
Reclassifications due to recognition as net periodic pension cost
|
|
|
(1,194)
|
|
Increase related to change in discount rate assumption
|
|
|
5,483
|
|
Included in accumulated other comprehensive income (loss) as of December 31, 2012.
|
|
|
14,879
|
|
Additions during the year
|
|
|
(3,969)
|
|
Reclassifications due to recognition as net periodic pension cost
|
|
|
(1,255)
|
|
Increase (decrease) related to change in discount rate assumption
|
|
|
(4,099)
|
|
Excess if distributions over reduction in projected benefit obligations
|
|
|
254
|
|
Loss recognized due to settlement
|
|
|
(271)
|
|
Included in accumulated other comprehensive income (loss) as of December 31, 2013
|
|
|
5,539
|
|
Applicable tax effect
|
|
|
(2,211)
|
|
Included in accumulated other comprehensive income (loss) net of tax effect at December 31, 2013
|
|
$
|
3,328
|
|
|
|
|
|
|
Amount expected to be recognized as part of net periodic pension cost in the next fiscal year
|
|
$
|
(220)
|
|
(In thousands)
|
|
2013
|
|
2012
|
|
2011
|
|
|||
Net actuarial loss
|
|
$
|
(5,539)
|
|
$
|
(14,879)
|
|
$
|
(11,240)
|
|
Net periodic benefit cost not yet recognized
|
|
$
|
(5,539)
|
|
$
|
(14,879)
|
|
$
|
(11,240)
|
|
92 | ||
|
|
|
2013
|
|
2012
|
|
||
Asset Category:
|
|
|
|
|
|
|
|
Cash and certificates of deposit
|
|
|
10.9
|
%
|
|
11.1
|
%
|
Equity Securities:
|
|
|
67.1
|
|
|
58.5
|
|
Debt Securities
|
|
|
22.0
|
|
|
30.4
|
|
Total pension plan sssets
|
|
|
100.0
|
%
|
|
100.0
|
%
|
93 | ||
|
|
|
2013
|
|
||||||||||
|
|
Quoted Prices in
|
|
Significant Other
|
|
Significant
|
|
|
|
|
|||
|
|
Active Markets for
|
|
Observable
|
|
Unobservable
|
|
|
|
|
|||
|
|
Identical Assets
|
|
Inputs
|
|
Inputs
|
|
|
|
|
|||
(In thousands)
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
|
Total
|
|
||||
Asset Category:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and certificates of deposit
|
|
$
|
3,486
|
|
$
|
-
|
|
$
|
-
|
|
$
|
3,486
|
|
Equity Securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Industrials
|
|
|
3,916
|
|
|
-
|
|
|
-
|
|
|
3,916
|
|
Financials
|
|
|
1,765
|
|
|
|
|
|
|
|
|
1,765
|
|
Telecommunication services
|
|
|
1,401
|
|
|
-
|
|
|
-
|
|
|
1,401
|
|
Consumer
|
|
|
3,867
|
|
|
-
|
|
|
-
|
|
|
3,867
|
|
Health care
|
|
|
2,705
|
|
|
-
|
|
|
-
|
|
|
2,705
|
|
Information technology
|
|
|
3,705
|
|
|
-
|
|
|
-
|
|
|
3,705
|
|
Energy
|
|
|
2,496
|
|
|
-
|
|
|
-
|
|
|
2,496
|
|
Materials
|
|
|
1,383
|
|
|
-
|
|
|
-
|
|
|
1,383
|
|
Other
|
|
|
1,073
|
|
|
-
|
|
|
-
|
|
|
1,073
|
|
Total equity securities
|
|
|
22,311
|
|
|
-
|
|
|
-
|
|
|
22,311
|
|
Fixed income securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U. S. Government Agencies
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Corporate bonds
|
|
|
-
|
|
|
7,310
|
|
|
-
|
|
|
7,310
|
|
Other
|
|
|
137
|
|
|
-
|
|
|
-
|
|
|
137
|
|
Total pension plan sssets
|
|
$
|
25,934
|
|
$
|
7,310
|
|
$
|
-
|
|
$
|
33,244
|
|
|
|
2012
|
|
||||||||||
|
|
Quoted Prices in
|
|
Significant Other
|
|
Significant
|
|
|
|
|
|||
|
|
Active Markets for
|
|
Observable
|
|
Unobservable
|
|
|
|
|
|||
|
|
Identical Assets
|
|
Inputs
|
|
Inputs
|
|
|
|
|
|||
(In thousands)
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
|
Total
|
|
||||
Asset Category:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and certificates of deposit
|
|
$
|
3,253
|
|
$
|
-
|
|
$
|
-
|
|
$
|
3,253
|
|
Equity Securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Industrials
|
|
|
2,676
|
|
|
-
|
|
|
-
|
|
|
2,676
|
|
Financials
|
|
|
2,353
|
|
|
|
|
|
|
|
|
2,353
|
|
Telecommunication services
|
|
|
1,121
|
|
|
-
|
|
|
-
|
|
|
1,121
|
|
Consumer
|
|
|
3,515
|
|
|
-
|
|
|
-
|
|
|
3,515
|
|
Health care
|
|
|
1,900
|
|
|
-
|
|
|
-
|
|
|
1,900
|
|
Information technology
|
|
|
2,328
|
|
|
-
|
|
|
-
|
|
|
2,328
|
|
Energy
|
|
|
2,645
|
|
|
-
|
|
|
-
|
|
|
2,645
|
|
Materials
|
|
|
1,207
|
|
|
-
|
|
|
-
|
|
|
1,207
|
|
Other
|
|
|
156
|
|
|
-
|
|
|
-
|
|
|
156
|
|
Total equity securities
|
|
|
17,901
|
|
|
-
|
|
|
-
|
|
|
17,901
|
|
Fixed income securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U. S. Government Agencies
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Corporate bonds
|
|
|
-
|
|
|
9,283
|
|
|
-
|
|
|
9,283
|
|
Other
|
|
|
153
|
|
|
-
|
|
|
-
|
|
|
153
|
|
Total pension plan sssets
|
|
$
|
21,307
|
|
$
|
9,283
|
|
$
|
-
|
|
$
|
30,590
|
|
94 | ||
|
|
|
Pension
|
|
|
(In thousands)
|
|
Benefits
|
|
|
2014
|
|
$
|
895
|
|
2015
|
|
|
977
|
|
2016
|
|
|
1,107
|
|
2017
|
|
|
1,251
|
|
2018
|
|
|
1,339
|
|
2019-2023
|
|
|
9,150
|
|
95 | ||
|
(In thousands)
|
|
2013
|
|
2012
|
|
2011
|
|
|||
Letter of credit fees
|
|
$
|
881
|
|
$
|
992
|
|
$
|
1,123
|
|
Extension fees
|
|
|
558
|
|
|
590
|
|
|
406
|
|
Other income
|
|
|
5,260
|
|
|
3,140
|
|
|
2,515
|
|
Total other non-interest income
|
|
$
|
6,699
|
|
$
|
4,722
|
|
$
|
4,044
|
|
(In thousands)
|
|
2013
|
|
2012
|
|
2011
|
|
|||
Professional fees
|
|
$
|
4,479
|
|
$
|
6,309
|
|
$
|
4,942
|
|
Other real estate owned
|
|
|
(303)
|
|
|
905
|
|
|
2,412
|
|
Postage and delivery
|
|
|
1,299
|
|
|
1,255
|
|
|
1,257
|
|
Communications
|
|
|
1,606
|
|
|
1,596
|
|
|
1,433
|
|
Other expenses
|
|
|
9,129
|
|
|
8,348
|
|
|
7,598
|
|
Total other non-interest expense
|
|
$
|
16,210
|
|
$
|
18,413
|
|
$
|
17,642
|
|
(In thousands)
|
|
2013
|
|
2012
|
|
2011
|
|
|||
Current income taxes:
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
$
|
15,391
|
|
$
|
11,199
|
|
$
|
6,840
|
|
State
|
|
|
3,824
|
|
|
2,913
|
|
|
2,327
|
|
Total current
|
|
|
19,215
|
|
|
14,112
|
|
|
9,167
|
|
Deferred income taxes:
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
|
2,743
|
|
|
3,116
|
|
|
5,640
|
|
State
|
|
|
605
|
|
|
817
|
|
|
1,038
|
|
Total deferred
|
|
|
3,348
|
|
|
3,933
|
|
|
6,678
|
|
Total income tax expense
|
|
$
|
22,563
|
|
$
|
18,045
|
|
$
|
15,845
|
|
96 | ||
|
(In thousands)
|
|
|
2013
|
|
|
2012
|
|
Deferred Tax Assets:
|
|
|
|
|
|
|
|
Allowance for loan and lease losses
|
|
$
|
15,479
|
|
$
|
17,132
|
|
Employee benefits
|
|
|
1,606
|
|
|
1,505
|
|
Pension plan OCI
|
|
|
2,211
|
|
|
5,933
|
|
Deferred loan fees and costs
|
|
|
281
|
|
|
579
|
|
Non-qualified stock option expense
|
|
|
446
|
|
|
376
|
|
Losses on other real estate owned
|
|
|
123
|
|
|
756
|
|
Other than temporary impairment
|
|
|
323
|
|
|
323
|
|
Loan and deposit premium/discount
|
|
|
882
|
|
|
2,267
|
|
Depreciation
|
|
|
-
|
|
|
-
|
|
Reserve for recourse loans
|
|
|
200
|
|
|
199
|
|
Loss carryforward
|
|
|
132
|
|
|
88
|
|
Other
|
|
|
79
|
|
|
145
|
|
Gross deferred tax assets
|
|
|
21,762
|
|
|
29,304
|
|
Valuation allowance
|
|
|
(132)
|
|
|
(88)
|
|
Net deferred tax assets
|
|
|
21,630
|
|
|
29,216
|
|
|
|
|
|
|
|
|
|
Deferred Tax Liabilities:
|
|
|
|
|
|
|
|
Unrealized gains on investments available for sale
|
|
|
(237)
|
|
|
(13,436)
|
|
Pension plan costs
|
|
|
(2,086)
|
|
|
(2,644)
|
|
Depreciation
|
|
|
(547)
|
|
|
(704)
|
|
Intangible assets
|
|
|
(785)
|
|
|
(568)
|
|
Bond accretion
|
|
|
(105)
|
|
|
(109)
|
|
Other
|
|
|
(16)
|
|
|
(16)
|
|
Gross deferred tax liabilities
|
|
|
(3,776)
|
|
|
(17,477)
|
|
Net deferred tax asset
|
|
$
|
17,854
|
|
$
|
11,739
|
|
97 | ||
|
(Dollars in thousands)
|
|
2013
|
|
2012
|
|
2011
|
|
|||||||||
|
|
|
|
|
Percentage of
|
|
|
|
|
Percentage of
|
|
|
|
|
Percentage of
|
|
|
|
|
|
|
Pre-Tax
|
|
|
|
|
Pre-Tax
|
|
|
|
|
Pre-Tax
|
|
|
|
Amount
|
|
Income
|
|
Amount
|
|
Income
|
|
Amount
|
|
Income
|
|
|||
Income tax expense at federal statutory rate
|
|
$
|
23,445
|
|
35.0
|
%
|
$
|
19,110
|
|
35.0
|
%
|
$
|
17,481
|
|
35.0
|
%
|
Increase (decrease) resulting from:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax exempt income, net
|
|
|
(3,185)
|
|
(4.7)
|
|
|
(2,927)
|
|
(5.4)
|
|
|
(2,945)
|
|
(5.9)
|
|
Bank-owned life insurance
|
|
|
(875)
|
|
(1.3)
|
|
|
(916)
|
|
(1.7)
|
|
|
(923)
|
|
(1.9)
|
|
State income taxes, net of federal income tax benefits
|
|
|
2,879
|
|
4.3
|
|
|
2,424
|
|
4.4
|
|
|
2,187
|
|
4.4
|
|
Other, net
|
|
|
299
|
|
0.4
|
|
|
354
|
|
0.7
|
|
|
45
|
|
0.1
|
|
Total income tax expense (benefit) and rate
|
|
$
|
22,563
|
|
33.7
|
%
|
$
|
18,045
|
|
33.0
|
%
|
$
|
15,845
|
|
31.7
|
%
|
(Dollars and amounts in thousands, except per share data)
|
|
2013
|
|
2012
|
|
2011
|
|
|||
Net income
|
|
$
|
44,422
|
|
$
|
36,554
|
|
$
|
34,102
|
|
Less: Dividends - preferred stock
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Net income available to common stockholders
|
|
$
|
44,422
|
|
$
|
36,554
|
|
$
|
34,102
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic:
|
|
|
|
|
|
|
|
|
|
|
Basic weighted average EPS shares
|
|
|
24,961
|
|
|
24,573
|
|
|
24,083
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic net income per share
|
|
$
|
1.78
|
|
$
|
1.49
|
|
$
|
1.42
|
|
Basic net income per common share
|
|
|
1.78
|
|
|
1.49
|
|
|
1.42
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted:
|
|
|
|
|
|
|
|
|
|
|
Basic weighted average EPS shares
|
|
|
24,961
|
|
|
24,573
|
|
|
24,083
|
|
Dilutive common stock equivalents
|
|
|
114
|
|
|
84
|
|
|
66
|
|
Dilutive EPS shares
|
|
|
25,075
|
|
|
24,657
|
|
|
24,149
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted net income per share
|
|
$
|
1.77
|
|
$
|
1.48
|
|
$
|
1.41
|
|
Diluted net income per common share
|
|
|
1.77
|
|
|
1.48
|
|
|
1.41
|
|
|
|
|
|
|
|
|
|
|
|
|
Anti-dilutive shares
|
|
|
164
|
|
|
421
|
|
|
621
|
|
98 | ||
|
(In thousands)
|
|
|
Unrealized Gains
(Losses) on Investments Available-for-Sale |
|
|
Defined Benefit
Pension Plan |
|
|
Total
|
|
Balance at January 1, 2011
|
|
$
|
3,764
|
|
$
|
(6,384)
|
|
$
|
(2,620)
|
|
Period change, net of tax
|
|
|
16,242
|
|
|
(374)
|
|
|
15,868
|
|
Balance at December 31, 2011
|
|
|
20,006
|
|
|
(6,758)
|
|
|
13,248
|
|
Period change, net of tax
|
|
|
252
|
|
|
(2,188)
|
|
|
(1,936)
|
|
Balance at December 31, 2012
|
|
|
20,258
|
|
|
(8,946)
|
|
|
11,312
|
|
Period change, net of tax
|
|
|
(19,900)
|
|
|
5,618
|
|
|
(14,282)
|
|
Balance at December 31, 2013
|
|
$
|
358
|
|
$
|
(3,328)
|
|
$
|
(2,970)
|
|
|
|
Year Ended December 31,
|
|
|||||||
(In thousands)
|
|
2013
|
|
2012
|
|
2011
|
|
|||
Unrealized gains/(losses) on investments available-for-sale
|
|
|
|
|
|
|
|
|
|
|
Affected line item in the Statements of Income:
|
|
|
|
|
|
|
|
|
|
|
Investment securities gains
|
|
$
|
115
|
|
$
|
459
|
|
$
|
292
|
|
Income before taxes
|
|
|
115
|
|
|
459
|
|
|
292
|
|
Tax expense
|
|
|
46
|
|
|
183
|
|
|
116
|
|
Net income
|
|
$
|
69
|
|
$
|
276
|
|
$
|
176
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of defined benefit pension plan items
|
|
|
|
|
|
|
|
|
|
|
Affected line item in the Statements of Income:
|
|
|
|
|
|
|
|
|
|
|
Recognized actuarial loss
(1)
|
|
$
|
9,340
|
|
$
|
(3,639)
|
|
$
|
(622)
|
|
Income before taxes
|
|
|
9,340
|
|
|
(3,639)
|
|
|
(622)
|
|
Tax expense
|
|
|
3,722
|
|
|
(1,451)
|
|
|
(248)
|
|
Net income
|
|
$
|
5,618
|
|
$
|
(2,188)
|
|
$
|
(374)
|
|
99 | ||
|
(In thousands)
|
|
2013
|
|
2012
|
|
||
Commercial
|
|
$
|
184,083
|
|
$
|
186,014
|
|
Real estate-development and construction
|
|
|
100,826
|
|
|
79,480
|
|
Real estate-residential mortgage
|
|
|
13,908
|
|
|
56,445
|
|
Lines of credit, principally home equity and business lines
|
|
|
710,202
|
|
|
667,186
|
|
Standby letters of credit
|
|
|
59,745
|
|
|
72,008
|
|
Total Commitments to extend credit and available credit lines
|
|
$
|
1,068,764
|
|
$
|
1,061,133
|
|
|
|
2013
|
|
||||||||||
|
|
Notional
|
|
Estimated
|
|
Years to
|
|
Receive
|
|
Pay
|
|
||
(Dollars in thousands)
|
|
Amount
|
|
Fair Value
|
|
Maturity
|
|
Rate
|
|
Rate
|
|
||
Interest Rate Swap Agreements:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pay Fixed/Receive Variable Swaps
|
|
$
|
23,200
|
|
$
|
(1,608)
|
|
4.6
|
|
3.30
|
%
|
5.03
|
%
|
Pay Variable/Receive Fixed Swaps
|
|
|
23,200
|
|
|
1,608
|
|
4.6
|
|
5.03
|
%
|
3.30
|
%
|
Total Swaps
|
|
$
|
46,400
|
|
$
|
-
|
|
4.6
|
|
4.17
|
%
|
4.17
|
%
|
|
|
2012
|
|
||||||||||
|
|
Notional
|
|
Estimated
|
|
Years to
|
|
Receive
|
|
Pay
|
|
||
(Dollars in thousands)
|
|
Amount
|
|
Fair Value
|
|
Maturity
|
|
Rate
|
|
Rate
|
|
||
Interest Rate Swap Agreements:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pay Fixed/Receive Variable Swaps
|
|
$
|
17,949
|
|
$
|
(1,280)
|
|
2.7
|
|
2.44
|
%
|
5.41
|
%
|
Pay Variable/Receive Fixed Swaps
|
|
|
17,949
|
|
|
1,280
|
|
2.7
|
|
5.41
|
%
|
2.44
|
%
|
Total Swaps
|
|
$
|
35,898
|
|
$
|
-
|
|
2.7
|
|
3.92
|
%
|
3.92
|
%
|
100 | ||
|
101 | ||
|
102 | ||
|
|
|
2013
|
|
||||||||||
|
|
Quoted Prices in
|
|
|
|
Significant
|
|
|
|
|
|||
|
|
Active Markets for
|
|
Significant Other
|
|
Unobservable
|
|
|
|
|
|||
|
|
Identical Assets
|
|
Observable Inputs
|
|
Inputs
|
|
|
|
|
|||
(In thousands)
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
|
Total
|
|||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential mortgage loans held for sale
|
|
$
|
-
|
|
$
|
8,365
|
|
$
|
-
|
|
$
|
8,365
|
|
Investments available-for-sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government agencies
|
|
|
-
|
|
|
139,466
|
|
|
-
|
|
|
139,466
|
|
State and municipal
|
|
|
-
|
|
|
165,428
|
|
|
-
|
|
|
165,428
|
|
Mortgage-backed
|
|
|
-
|
|
|
442,250
|
|
|
-
|
|
|
442,250
|
|
Corporate debt
|
|
|
-
|
|
|
2,004
|
|
|
-
|
|
|
2,004
|
|
Trust preferred
|
|
|
-
|
|
|
-
|
|
|
1,413
|
|
|
1,413
|
|
Marketable equity securities
|
|
|
-
|
|
|
723
|
|
|
-
|
|
|
723
|
|
Interest rate swap agreements
|
|
|
-
|
|
|
1,608
|
|
|
-
|
|
|
1,608
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swap agreements
|
|
$
|
-
|
|
$
|
(1,608)
|
|
$
|
-
|
|
$
|
(1,608)
|
|
|
|
2012
|
|
||||||||||
|
|
Quoted Prices in
|
|
|
|
Significant
|
|
|
|
|
|||
|
|
Active Markets for
|
|
Significant Other
|
|
Unobservable
|
|
|
|
|
|||
|
|
Identical Assets
|
|
Observable Inputs
|
|
Inputs
|
|
|
|
|
|||
(In thousands)
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
|
Total
|
|
||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential mortgage loans held for sale
|
|
$
|
-
|
|
$
|
36,149
|
|
$
|
-
|
|
$
|
36,149
|
|
Investments available-for-sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government agencies
|
|
|
-
|
|
|
156,428
|
|
|
-
|
|
|
156,428
|
|
State and municipal
|
|
|
-
|
|
|
174,491
|
|
|
-
|
|
|
174,491
|
|
Mortgage-backed
|
|
|
-
|
|
|
490,479
|
|
|
-
|
|
|
490,479
|
|
Corporate debt
|
|
|
-
|
|
|
1,996
|
|
|
-
|
|
|
1,996
|
|
Trust preferred
|
|
|
-
|
|
|
-
|
|
|
1,465
|
|
|
1,465
|
|
Marketable equity securities
|
|
|
-
|
|
|
723
|
|
|
-
|
|
|
723
|
|
Interest rate swap agreements
|
|
|
-
|
|
|
1,280
|
|
|
-
|
|
|
1,280
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swap agreements
|
|
$
|
-
|
|
$
|
(1,280)
|
|
$
|
-
|
|
$
|
(1,280)
|
|
103 | ||
|
|
|
Significant
Unobservable Inputs |
|
|
(In thousands)
|
|
(Level 3)
|
|
|
Investments available-for-sale:
|
|
|
|
|
Balance at January 1, 2013
|
|
$
|
1,465
|
|
Total unrealized losses included in other comprehensive income (loss)
|
|
|
(52)
|
|
Balance at December 31, 2013
|
|
$
|
1,413
|
|
|
|
2013
|
|
|||||||||||||
(In thousands)
|
|
Quoted Prices in
Active Markets for Identical Assets (Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
|
Total
|
|
Total Losses
|
|
|||||
Impaired loans (1)
|
|
$
|
-
|
|
$
|
-
|
|
$
|
29,465
|
|
$
|
29,465
|
|
$
|
(5,403)
|
|
Other real estate owned
|
|
|
-
|
|
|
-
|
|
|
1,338
|
|
|
1,338
|
|
|
(309)
|
|
Total
|
|
$
|
-
|
|
$
|
-
|
|
$
|
30,803
|
|
$
|
30,803
|
|
$
|
(5,712)
|
|
|
|
2012
|
|
|||||||||||||
(In thousands)
|
|
Quoted Prices in
Active Markets for Identical Assets (Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
|
Total
|
|
Total Losses
|
|
|||||
Impaired loans (1)
|
|
$
|
-
|
|
$
|
-
|
|
$
|
43,624
|
|
$
|
43,624
|
|
$
|
(6,730)
|
|
Other real estate owned
|
|
|
-
|
|
|
-
|
|
|
5,926
|
|
|
5,926
|
|
|
(188)
|
|
Total
|
|
$
|
-
|
|
$
|
-
|
|
$
|
49,550
|
|
$
|
49,550
|
|
$
|
(6,918)
|
|
104 | ||
|
105 | ||
|
|
|
|
|
|
|
|
|
Fair Value Measurements
|
|
|||||||
|
|
2013
|
|
Quoted Prices in
|
|
|
|
|
|
|
||||||
|
|
|
|
|
Estimated
|
|
Active Markets for
|
|
Significant Other
|
|
Significant
|
|
||||
|
|
Carrying
|
|
Fair
|
|
Identical Assets
|
|
Observable Inputs
|
|
Unobservable Inputs
|
|
|||||
(In thousands)
|
|
Amount
|
|
Value
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
|
|||||
Financial Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments held-to-maturity
|
|
$
|
224,638
|
|
$
|
216,007
|
|
$
|
-
|
|
$
|
216,007
|
|
$
|
-
|
|
Other equity securities
|
|
|
40,687
|
|
|
40,687
|
|
|
-
|
|
|
40,687
|
|
|
-
|
|
Loans, net of allowance
|
|
|
2,784,266
|
|
|
2,692,877
|
|
|
-
|
|
|
-
|
|
|
2,692,877
|
|
Other assets
|
|
|
86,213
|
|
|
86,213
|
|
|
-
|
|
|
86,213
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Time Deposits
|
|
$
|
465,737
|
|
$
|
465,392
|
|
$
|
-
|
|
$
|
465,392
|
|
$
|
-
|
|
Securities sold under retail
repurchase agreements and federal funds purchased |
|
|
53,842
|
|
|
53,842
|
|
|
-
|
|
|
53,842
|
|
|
-
|
|
Advances from FHLB
|
|
|
615,000
|
|
|
641,901
|
|
|
-
|
|
|
641,901
|
|
|
-
|
|
Subordinated debentures
|
|
|
35,000
|
|
|
11,376
|
|
|
-
|
|
|
-
|
|
|
11,376
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements
|
|
|||||||
|
|
2012
|
|
Quoted Prices in
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
Estimated
|
|
Active Markets for
|
|
Significant Other
|
|
Significant
|
|
||||
|
|
Carrying
|
|
Fair
|
|
Identical Assets
|
|
Observable Inputs
|
|
Unobservable Inputs
|
|
|||||
(In thousands)
|
|
Amount
|
|
Value
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
|
|||||
Financial Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments held-to-maturity
|
|
$
|
215,814
|
|
$
|
222,024
|
|
$
|
-
|
|
$
|
222,024
|
|
$
|
-
|
|
Other equity securities
|
|
|
33,636
|
|
|
33,636
|
|
|
-
|
|
|
33,636
|
|
|
-
|
|
Loans, net of allowance
|
|
|
2,488,171
|
|
|
2,453,314
|
|
|
-
|
|
|
-
|
|
|
2,453,314
|
|
Other assets
|
|
|
83,714
|
|
|
83,714
|
|
|
-
|
|
|
83,714
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Time Deposits
|
|
$
|
524,820
|
|
$
|
528,074
|
|
$
|
-
|
|
$
|
528,074
|
|
$
|
-
|
|
Securities sold under retail repurchase
agreements and federal funds purchased |
|
|
86,929
|
|
|
86,929
|
|
|
-
|
|
|
86,929
|
|
|
-
|
|
Advances from FHLB
|
|
|
405,058
|
|
|
451,408
|
|
|
-
|
|
|
451,408
|
|
|
-
|
|
Subordinated debentures
|
|
|
35,000
|
|
|
9,919
|
|
|
-
|
|
|
-
|
|
|
9,919
|
|
106 | ||
|
107 | ||
|
|
|
December 31,
|
|
||||
(In thousands)
|
|
2013
|
|
2012
|
|
||
Assets
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
11,551
|
|
$
|
10,035
|
|
Investments available for sale (at fair value)
|
|
|
723
|
|
|
723
|
|
Investment in subsidiary
|
|
|
487,231
|
|
|
472,938
|
|
Loan to subsidiary
|
|
|
35,000
|
|
|
35,000
|
|
Dividend receivable from subsidiary
|
|
|
-
|
|
|
-
|
|
Other assets
|
|
|
335
|
|
|
338
|
|
Total assets
|
|
$
|
534,840
|
|
$
|
519,034
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
Subordinated debentures
|
|
$
|
35,000
|
|
$
|
35,000
|
|
Accrued expenses and other liabilities
|
|
|
477
|
|
|
522
|
|
Total liabilities
|
|
|
35,477
|
|
|
35,522
|
|
Stockholders’ Equity
|
|
|
|
|
|
|
|
Common stock
|
|
|
24,990
|
|
|
24,905
|
|
Additional paid in capital
|
|
|
193,445
|
|
|
191,689
|
|
Retained earnings
|
|
|
283,898
|
|
|
255,606
|
|
Accumulated other comprehensive income (loss)
|
|
|
(2,970)
|
|
|
11,312
|
|
Total stockholders’ equity
|
|
|
499,363
|
|
|
483,512
|
|
Total liabilities and stockholders’ equity
|
|
$
|
534,840
|
|
$
|
519,034
|
|
|
|
Year Ended December 31,
|
|
|||||||
(In thousands)
|
|
2013
|
|
2012
|
|
2011
|
|
|||
Income:
|
|
|
|
|
|
|
|
|
|
|
Cash dividends from subsidiary
|
|
$
|
16,585
|
|
$
|
12,028
|
|
$
|
21,339
|
|
Other income
|
|
|
931
|
|
|
982
|
|
|
945
|
|
Total income
|
|
|
17,516
|
|
|
13,010
|
|
|
22,284
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
Interest
|
|
|
895
|
|
|
959
|
|
|
913
|
|
Other expenses
|
|
|
1,044
|
|
|
1,003
|
|
|
784
|
|
Total expenses
|
|
|
1,939
|
|
|
1,962
|
|
|
1,697
|
|
Income before income taxes and equity in undistributed income of subsidiary
|
|
|
15,577
|
|
|
11,048
|
|
|
20,587
|
|
Income tax benefit
|
|
|
(271)
|
|
|
(221)
|
|
|
(210)
|
|
Income before equity in undistributed income of subsidiary
|
|
|
15,848
|
|
|
11,269
|
|
|
20,797
|
|
Equity in undistributed income of subsidiary
|
|
|
28,574
|
|
|
25,285
|
|
|
13,305
|
|
Net income
|
|
|
44,422
|
|
|
36,554
|
|
|
34,102
|
|
Preferred stock dividends and discount accretion
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Net income available to common shareholders
|
|
$
|
44,422
|
|
$
|
36,554
|
|
$
|
34,102
|
|
108 | ||
|
|
|
Year Ended December 31,
|
|
|||||||
(In thousands)
|
|
2013
|
|
2012
|
|
2011
|
|
|||
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
44,422
|
|
$
|
36,554
|
|
$
|
34,102
|
|
Adjustments to reconcile net income to net cash provided by operating
activities: |
|
|
|
|
|
|
|
|
|
|
Equity in undistributed income-subsidiary
|
|
|
(28,574)
|
|
|
(25,285)
|
|
|
(13,305)
|
|
Dividends receivable from subsidiary bank
|
|
|
|
|
|
|
|
|
(13,000)
|
|
Share based compensation expense
|
|
|
1,688
|
|
|
1,451
|
|
|
1,207
|
|
Net change in other liabilities
|
|
|
(44)
|
|
|
(158)
|
|
|
(184)
|
|
Decrease in dividends receivable
|
|
|
-
|
|
|
13,000
|
|
|
-
|
|
Other-net
|
|
|
1
|
|
|
(10,804)
|
|
|
(87)
|
|
Net cash provided by operating activities
|
|
|
17,493
|
|
|
14,758
|
|
|
8,733
|
|
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
Purchase of investment available-for-sale
|
|
|
-
|
|
|
(511)
|
|
|
-
|
|
Acquistion of business activity, net of cash acquired
|
|
|
-
|
|
|
(849)
|
|
|
-
|
|
Net cash used by investing activities
|
|
|
-
|
|
|
(1,360)
|
|
|
-
|
|
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
Redemption of preferred stock
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Redemption of stock warrant
|
|
|
-
|
|
|
-
|
|
|
(4,449)
|
|
Proceeds from issuance of common stock
|
|
|
153
|
|
|
99
|
|
|
314
|
|
Tax benefit from stock options exercised
|
|
|
-
|
|
|
102
|
|
|
91
|
|
Repurchase of common stock
|
|
|
-
|
|
|
-
|
|
|
(334)
|
|
Dividends paid
|
|
|
(16,130)
|
|
|
(11,890)
|
|
|
(8,259)
|
|
Net cash provided (used) by financing activities
|
|
|
(15,977)
|
|
|
(11,689)
|
|
|
(12,637)
|
|
Net increase (decrease) in cash and cash equivalents
|
|
|
1,516
|
|
|
1,709
|
|
|
(3,904)
|
|
Cash and cash equivalents at beginning of year
|
|
|
10,035
|
|
|
8,326
|
|
|
12,230
|
|
Cash and cash equivalents at end of year
|
|
$
|
11,551
|
|
$
|
10,035
|
|
$
|
8,326
|
|
109 | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
To Be Well
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capitalized Under
|
|
|||
|
|
|
|
|
|
|
|
For Capital
|
|
|
Prompt Corrective
|
|
||||||
|
|
Actual
|
|
|
Adequacy Purposes
|
|
|
Action Provisions
|
|
|||||||||
(Dollars in thousands)
|
|
Amount
|
|
Ratio
|
|
|
Amount
|
|
Ratio
|
|
|
Amount
|
|
Ratio
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2013:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Capital to risk-weighted assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company
|
|
$
|
491,239
|
|
15.65
|
%
|
|
$
|
251,060
|
|
8.00
|
%
|
|
|
N/A
|
|
N/A
|
|
Sandy Spring Bank
|
|
$
|
478,023
|
|
15.25
|
%
|
|
$
|
250,817
|
|
8.00
|
%
|
|
$
|
313,521
|
|
10.00
|
%
|
Tier 1 Capital to risk-weighted assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company
|
|
$
|
452,473
|
|
14.42
|
%
|
|
$
|
125,530
|
|
4.00
|
%
|
|
|
N/A
|
|
N/A
|
|
Sandy Spring Bank
|
|
$
|
404,258
|
|
12.89
|
%
|
|
$
|
125,408
|
|
4.00
|
%
|
|
$
|
188,112
|
|
6.00
|
%
|
Tier 1 Leverage
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company
|
|
$
|
452,473
|
|
11.32
|
%
|
|
$
|
119,939
|
|
3.00
|
%
|
|
|
N/A
|
|
N/A
|
|
Sandy Spring Bank
|
|
$
|
404,258
|
|
10.12
|
%
|
|
$
|
119,866
|
|
3.00
|
%
|
|
$
|
199,777
|
|
5.00
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2012:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Capital to risk-weighted assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company
|
|
$
|
456,791
|
|
15.40
|
%
|
|
$
|
237,308
|
|
8.00
|
%
|
|
|
N/A
|
|
N/A
|
|
Sandy Spring Bank
|
|
$
|
445,097
|
|
15.02
|
%
|
|
$
|
237,066
|
|
8.00
|
%
|
|
$
|
296,332
|
|
10.00
|
%
|
Tier 1 Capital to risk-weighted assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company
|
|
$
|
419,639
|
|
14.15
|
%
|
|
$
|
118,654
|
|
4.00
|
%
|
|
|
N/A
|
|
N/A
|
|
Sandy Spring Bank
|
|
$
|
372,983
|
|
12.59
|
%
|
|
$
|
118,533
|
|
4.00
|
%
|
|
$
|
177,799
|
|
6.00
|
%
|
Tier 1 Leverage
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company
|
|
$
|
419,639
|
|
10.98
|
%
|
|
$
|
114,628
|
|
3.00
|
%
|
|
|
N/A
|
|
N/A
|
|
Sandy Spring Bank
|
|
$
|
372,983
|
|
9.77
|
%
|
|
$
|
114,553
|
|
3.00
|
%
|
|
$
|
190,922
|
|
5.00
|
%
|
110 | ||
|
111 | ||
|
|
|
2013
|
|
|||||||||||||
|
|
Community
|
|
|
|
Investment
|
|
Inter-Segment
|
|
|
|
|
||||
(In thousands)
|
|
Banking
|
|
Insurance
|
|
Mgmt.
|
|
Elimination
|
|
Total
|
|
|||||
Interest income
|
|
$
|
149,347
|
|
$
|
9
|
|
$
|
16
|
|
$
|
(25)
|
|
$
|
149,347
|
|
Interest expense
|
|
|
19,458
|
|
|
-
|
|
|
-
|
|
|
(25)
|
|
|
19,433
|
|
Provision (credit) for loan and lease losses
|
|
|
(1,084)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(1,084)
|
|
Non-interest income
|
|
|
36,588
|
|
|
5,280
|
|
|
6,284
|
|
|
(641)
|
|
|
47,511
|
|
Non-interest expenses
|
|
|
104,392
|
|
|
4,392
|
|
|
3,381
|
|
|
(641)
|
|
|
111,524
|
|
Income before income taxes
|
|
|
63,169
|
|
|
897
|
|
|
2,919
|
|
|
-
|
|
|
66,985
|
|
Income tax expense
|
|
|
21,060
|
|
|
363
|
|
|
1,140
|
|
|
-
|
|
|
22,563
|
|
Net income
|
|
$
|
42,109
|
|
$
|
534
|
|
$
|
1,779
|
|
$
|
-
|
|
$
|
44,422
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets
|
|
$
|
4,143,368
|
|
$
|
13,990
|
|
$
|
18,132
|
|
$
|
(69,390)
|
|
$
|
4,106,100
|
|
|
|
2012
|
|
|||||||||||||
|
|
Community
|
|
|
|
|
Investment
|
|
Inter-Segment
|
|
|
|
|
|||
(In thousands)
|
|
Banking
|
|
Insurance
|
|
Mgmt.
|
|
Elimination
|
|
Total
|
|
|||||
Interest income
|
|
$
|
143,870
|
|
$
|
8
|
|
$
|
12
|
|
$
|
(20)
|
|
$
|
143,870
|
|
Interest expense
|
|
|
22,671
|
|
|
-
|
|
|
-
|
|
|
(20)
|
|
|
22,651
|
|
Provision for loan and lease losses
|
|
|
3,649
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
3,649
|
|
Noninterest income
|
|
|
42,312
|
|
|
4,837
|
|
|
5,620
|
|
|
(5,813)
|
|
|
46,956
|
|
Noninterest expenses
|
|
|
108,421
|
|
|
4,190
|
|
|
3,129
|
|
|
(5,813)
|
|
|
109,927
|
|
Income before income taxes
|
|
|
51,441
|
|
|
655
|
|
|
2,503
|
|
|
-
|
|
|
54,599
|
|
Income tax expense
|
|
|
16,807
|
|
|
266
|
|
|
972
|
|
|
-
|
|
|
18,045
|
|
Net income
|
|
$
|
34,634
|
|
$
|
389
|
|
$
|
1,531
|
|
$
|
-
|
|
$
|
36,554
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets
|
|
$
|
3,964,926
|
|
$
|
13,452
|
|
$
|
16,341
|
|
$
|
(39,513)
|
|
$
|
3,955,206
|
|
|
|
2011
|
|
|||||||||||||
|
|
Community
|
|
|
|
|
Investment
|
|
Inter-Segment
|
|
|
|
|
|||
(In thousands)
|
|
Banking
|
|
Insurance
|
|
Mgmt.
|
|
Elimination
|
|
Total
|
|
|||||
Interest income
|
|
$
|
139,531
|
|
$
|
5
|
|
$
|
8
|
|
$
|
(74)
|
|
$
|
139,470
|
|
Interest expense
|
|
|
26,598
|
|
|
-
|
|
|
-
|
|
|
(74)
|
|
|
26,524
|
|
Provision for loan and lease losses
|
|
|
1,428
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
1,428
|
|
Noninterest income
|
|
|
33,768
|
|
|
5,142
|
|
|
5,400
|
|
|
(810)
|
|
|
43,500
|
|
Noninterest expenses
|
|
|
98,320
|
|
|
4,450
|
|
|
3,111
|
|
|
(810)
|
|
|
105,071
|
|
Income before income taxes
|
|
|
46,953
|
|
|
697
|
|
|
2,297
|
|
|
-
|
|
|
49,947
|
|
Income tax expense
|
|
|
14,667
|
|
|
283
|
|
|
895
|
|
|
-
|
|
|
15,845
|
|
Net income
|
|
$
|
32,286
|
|
$
|
414
|
|
$
|
1,402
|
|
$
|
-
|
|
$
|
34,102
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets
|
|
$
|
3,742,916
|
|
$
|
13,067
|
|
$
|
14,806
|
|
$
|
(59,419)
|
|
$
|
3,711,370
|
|
112 | ||
|
|
|
2013
|
|
||||||||||
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
||||
(In thousands, except per share data)
|
|
Quarter
|
|
Quarter
|
|
Quarter
|
|
Quarter
|
|
||||
Interest income
|
|
$
|
36,279
|
|
$
|
35,779
|
|
$
|
40,180
|
|
$
|
37,109
|
|
Interest expense
|
|
|
4,953
|
|
|
4,847
|
|
|
4,874
|
|
|
4,759
|
|
Net interest income
|
|
|
31,326
|
|
|
30,932
|
|
|
35,306
|
|
|
32,350
|
|
Provision (credit) for loan and lease losses
|
|
|
78
|
|
|
(2,876)
|
|
|
1,128
|
|
|
586
|
|
Noninterest income
|
|
|
12,419
|
|
|
12,215
|
|
|
11,223
|
|
|
11,654
|
|
Noninterest expense
|
|
|
27,823
|
|
|
27,508
|
|
|
26,893
|
|
|
29,300
|
|
Income before income taxes
|
|
|
15,844
|
|
|
18,515
|
|
|
18,508
|
|
|
14,118
|
|
Income tax expense
|
|
|
5,286
|
|
|
6,353
|
|
|
6,419
|
|
|
4,505
|
|
Net income
|
|
$
|
10,558
|
|
$
|
12,162
|
|
$
|
12,089
|
|
$
|
9,613
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic net income per share
|
|
$
|
0.42
|
|
$
|
0.49
|
|
$
|
0.48
|
|
$
|
0.38
|
|
Diluted net income per share
|
|
$
|
0.42
|
|
$
|
0.49
|
|
$
|
0.48
|
|
$
|
0.38
|
|
|
|
2012
|
|
||||||||||
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
||||
(In thousands, except per share data)
|
|
Quarter
|
|
Quarter
|
|
Quarter
|
|
Quarter
|
|
||||
Interest income
|
|
$
|
34,615
|
|
$
|
35,558
|
|
$
|
37,495
|
|
$
|
36,202
|
|
Interest expense
|
|
|
5,910
|
|
|
5,749
|
|
|
5,710
|
|
|
5,282
|
|
Net interest income
|
|
|
28,705
|
|
|
29,809
|
|
|
31,785
|
|
|
30,920
|
|
Provision. for loan and lease losses
|
|
|
664
|
|
|
1,585
|
|
|
232
|
|
|
1,168
|
|
Noninterest income
|
|
|
10,974
|
|
|
11,493
|
|
|
12,242
|
|
|
12,247
|
|
Noninterest expense
|
|
|
26,683
|
|
|
28,858
|
|
|
27,167
|
|
|
27,219
|
|
Income before income taxes
|
|
|
12,332
|
|
|
10,859
|
|
|
16,628
|
|
|
14,780
|
|
Income tax expense
|
|
|
3,856
|
|
|
3,652
|
|
|
5,638
|
|
|
4,899
|
|
Net income
|
|
$
|
8,476
|
|
$
|
7,207
|
|
$
|
10,990
|
|
$
|
9,881
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic net income per share
|
|
$
|
0.35
|
|
$
|
0.30
|
|
$
|
0.44
|
|
$
|
0.40
|
|
Diluted net income per share
|
|
$
|
0.35
|
|
$
|
0.30
|
|
$
|
0.44
|
|
$
|
0.40
|
|
113 | ||
|
Item 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
Item 13. | Certain Relationships and Related Transactions and Director Independence |
114 | ||
|
Exhibit No.
|
|
Description
|
|
Incorporated by Reference to:
|
3(a)
|
|
Articles of Incorporation of Sandy Spring Bancorp, Inc., as amended
|
|
Exhibit 3.1 to Form 10-Q for the quarter ended June 30, 1996, SEC File No. 0-19065.
|
|
|
|
|
|
3(b)
|
|
Articles of Amendment to the Articles of Incorporation of Sandy Spring Bancorp, Inc.
|
|
Exhibit 3(b) to Form 10-K for the year ended December 31, 2011, SEC File No. 0-19065
|
|
|
|
|
|
3(c)
|
|
Bylaws of Sandy Spring Bancorp, Inc.
|
|
|
|
|
|
|
|
4(a)
|
|
No long-term debt instrument issued by the Company exceeds 10% of consolidated assets or is registered. In accordance with paragraph 4(iii) of Item 601(b) of Regulation S-K, the Company will furnish the SEC copies of all long-term debt instruments and related agreements upon request.
|
|
|
|
|
|
|
|
10(a)*
|
|
Amended and Restated Sandy Spring Bancorp, Inc., Cash and Deferred Profit Sharing Plan and Trust
|
|
Exhibit 10(a) to Form 10-Q for the quarter ended September 30, 1997, SEC File No. 0-19065.
|
|
|
|
|
|
10(b)*
|
|
Sandy Spring Bancorp, Inc. 2005 Omnibus Stock Plan
|
|
Exhibit 10.1 to Form 8-K dated June 27, 2005, SEC File No. 0-19065.
|
|
|
|
|
|
10(c)*
|
|
Sandy Spring Bancorp, Inc. 1999 Stock Option Plan
|
|
Exhibit 4 to Registration Statement on Form S-8, Registration Statement No. 333-81249.
|
|
|
|
|
|
10(d)*
|
|
Form of Director Fee Deferral Agreement, August 26, 1997, as amended
|
|
Exhibit 10(h) to Form 10-K for the year ended December 31, 2003, SEC File No. 0-19065.
|
|
|
|
|
|
10(e)*
|
|
Employment Agreement by and among Sandy Spring Bancorp, Inc., Sandy Spring Bank, and Philip J. Mantua
|
|
Exhibit 10.2 to Form 8-K filed on January 17, 2012, SEC File No. 0-19065.
|
|
|
|
|
|
10(f)*
|
|
Employment Agreement by and among Sandy Spring Bancorp, Inc., Sandy Spring Bank, and Daniel J. Schrider
|
|
Exhibit 10(h) to Form 10-K for the year ended December 31, 2008, SEC File No. 0-19065.
|
|
|
|
|
|
10(g)*
|
|
Form of Sandy Spring National Bank of Maryland Officer Group Term Replacement Plan
|
|
Exhibit 10(r) to Form 10-K for the year ended December 31, 2001, SEC File No. 0-19065.
|
|
|
|
|
|
10(h)*
|
|
Sandy Spring Bancorp, Inc. Directors’ Stock Purchase Plan
|
|
Exhibit 4 to Registration Statement on Form S-8, File No. 333-117330.
|
|
|
|
|
|
10(i)*
|
|
Sandy Spring Bank Executive Incentive Retirement Plan
|
|
Exhibit 10(v) to Form 10-K for the year ended December 31, 2007, SEC File No. 0-19065.
|
|
|
|
|
|
10(j)*
|
|
Form of Amendment to Directors’ Fee Deferral Agreement
|
|
Exhibit 10(o) to Form 10-K for the year ended December 31, 2008, SEC File No. 0-19065.
|
115 | ||
|
Exhibit No.
|
|
Description
|
|
Incorporated by Reference to:
|
10(k)*
|
|
Sandy Spring Bancorp, Inc. 2011 Employee Stock Purchase Plan
|
|
Appendix A of the Definitive Proxy Statement filed on March 28, 2011, SEC File No. 0-19065.
|
|
|
|
|
|
10(l)*
|
|
Change in Control Agreement by and among Sandy Spring Bancorp, Inc., Sandy Spring Bank, and R. Louis Caceres
|
|
Exhibit 10(m) to Form 10-K for the year ended December 31, 2011, SEC File No. 0-19065
|
|
|
|
|
|
10(m)*
|
|
Employment Agreement by and among Sandy Spring Bancorp, Inc., Sandy Spring Bank, and Joseph J. O’Brien, Jr.
|
|
Exhibit 10.2 to Form 8-K filed on January 17, 2012, SEC File No. 0-19065.
|
|
|
|
|
|
10(n)*
|
|
Executive Team Incentive Plan
|
|
Exhibit 10.1 to Form 8-K filed on March 31, 2011, SEC File No. 0-19065
|
|
|
|
|
|
10(o)*
|
|
Second Amendment to Employment Agreement Between Sandy Spring Bancorp, Inc., Sandy Spring Bank and Daniel J. Schrider Dated January 1, 2009
|
|
Exhibit 10.1 to Form 8-K dated March 7, 2013, SEC File No. 0-19065.
|
|
|
|
|
|
10(p)*
|
|
Amendment to Employment Agreement Between Sandy Spring Bancorp, Inc., Sandy Spring Bank and Philip J. Mantua Dated January 13, 2012
|
|
Exhibit 10.2 to Form 8-K dated March 7, 2013, SEC File No. 0-19065.
|
|
|
|
|
|
10(q)*
|
|
Amendment to Employment Agreement Between Sandy Spring Bancorp, Inc., Sandy Spring Bank and Joseph J. O’Brien, Jr. Dated January 13, 2012
|
|
Exhibit 10.3 to Form 8-K dated March 7, 2013, SEC File No. 0-19065.
|
|
|
|
|
|
10(r)*
|
|
Amendment to Change in Control Agreement Between Sandy Spring Bancorp, Inc., Sandy Spring Bank and R. Louis Caceres Dated March 9, 2012
|
|
Exhibit 10.4 to Form 8-K dated March 7, 2013, SEC File No. 0-19065.
|
|
|
|
|
|
10(s)*
|
|
Amendment to Change in Control Agreement Between Sandy Spring Bancorp, Inc., Sandy Spring Bank and Jeffrey A. Welch Dated March 9, 2012
|
|
Exhibit 10.5 to Form 8-K dated March 7, 2013, SEC File No. 0-19065.
|
|
|
|
|
|
10(t)*
|
|
Change in Control Agreement Between Sandy Spring Bancorp, Inc., Sandy Spring Bank and Ronald E. Kuykendall Dated March 7, 2013
|
|
|
|
|
|
|
|
21
|
|
Subsidiaries
|
|
|
|
|
|
|
|
23(a)
|
|
Consent of Ernst and Young LLP
|
|
|
|
|
|
|
|
23(b)
|
|
Consent of Grant Thornton LLP
|
|
|
|
|
|
|
|
31(a)
|
|
Rule 13a-14(a)/15d-14(a) Certification
|
|
|
|
|
|
|
|
31(b)
|
|
Rule 13a-14(a)/15d-14(a) Certification
|
|
|
|
|
|
|
|
32(a)
|
|
18 U.S.C. Section 1350 Certification
|
|
|
|
|
|
|
|
32(b)
|
|
18 U.S.C. Section 1350 Certification
|
|
|
116 | ||
|
Exhibit No.
|
|
Description
|
|
Incorporated by Reference to:
|
101
|
|
The following materials from the Sandy Spring Bancorp, Inc. Annual report on Form 10-K for the year ended December 31, 2013 formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Statements of Condition; (ii) the Consolidated Statements of Income; (iii) the Consolidated Statements of Comprehensive Income; (iv) the Consolidated Statements of Cash Flows; (v) the Consolidated Statements of Changes in Stockholders’ Equity; and (vi) related notes.
|
|
|
By:
|
/s/ Daniel J. Schrider
|
|
Daniel J. Schrider
|
|
|
President and Chief Executive Officer
|
|
Principal Executive Officer and Director:
|
|
Principal Financial and Accounting Officer:
|
/s/ Daniel J. Schrider
|
|
/s/ Philip J. Mantua
|
Daniel J. Schrider
|
|
Philip J. Mantua
|
President and Chief Executive Officer
|
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Ralph F. Boyd, Jr
|
|
Director
|
Ralph F. Boyd, Jr.
|
|
|
|
|
|
/s/ Mark E. Friis
|
|
Director
|
Mark E. Friis
|
|
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/s/ Susan D. Goff
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Director
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Susan D. Goff
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/s/ Robert E. Henel, Jr.
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Director
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Robert E. Henel, Jr.
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/s/ Pamela A. Little
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Director
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Pamela A. Little
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/s/ Gary G. Nakamoto
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Director
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Gary G. Nakamoto
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/s/ Robert L. Orndorff
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Director
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Robert L. Orndorff
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/s/ Craig A. Ruppert
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Director
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Craig A. Ruppert
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/s/ Dennis A. Starliper
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Director
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Dennis A. Starliper
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/s/ Mei Xu
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Director
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Mei Xu
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Exhibit 3(c)
BYLAWS
OF
SANDY SPRING BANCORP, INC.
ARTICLE
I
Principal Office
The principal office of Sandy Spring Bancorp, Inc. (herein the “Corporation”) shall be at 17801 Georgia Avenue, Olney, Maryland, 20832.
ARTICLE
II
Meeting of Shareholders
SECTION 1. Place of Meetings. All annual and special meetings of shareholders shall be held at the principal office of the Corporation or at such other place within or without the State of Maryland as the Board of Directors may determine and as designated in the notice of such meeting.
SECTION 2. Annual Meeting . A meeting of the shareholders of the Corporation for the election of directors and for the transaction of any other business of the Corporation shall be held annually at such date and time as the Board of Directors may determine.
SECTION 3. Special Meetings . Special meetings of the shareholders for any purpose or purposes may be called at any time by the President, the Chairman of the Board of Directors, or a majority of the Board of Directors in accordance with the provisions of the Corporation’s Articles of Incorporation, or a special meeting may be called by the Secretary of the Corporation upon the written request of the holders of not less than twenty-five percent (25 %) of all votes entitled to be cast at the meeting. Such written request shall state the purpose or purposes of the meeting and the matters proposed to be acted on at the meeting and shall be delivered at the principal office of the Corporation addressed to the Chairman of the Board of Directors, the President or the Secretary. The Secretary shall inform the shareholders who make the request of the reasonably estimated costs of preparing and mailing a notice of the meeting and, upon payment of these costs to the Corporation, the Secretary shall then notify each shareholder entitled to notice of the meeting.
SECTION 4. Conduct of Meetings . Annual and special meetings shall be conducted in accordance with the rules and procedures established by the Board of Directors. The Board of Directors shall designate, when present, either the Chairman of the Board of Directors or the President to preside at such meetings.
SECTION 5. Notice of Meeting . Written or printed notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called shall be given either personally or by mail by or at the direction of the President, Chairman of the Board of Directors, Secretary, or Directors calling the meeting, not less than ten (10) days nor more than sixty (60) days before the date of the meeting to each shareholder of record entitled to vote at such meeting and to each other shareholder entitled to notice of the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation as of the record date prescribed in Section 6 of this Article II, with postage thereon prepaid. If a shareholder be present at a meeting, or in writing waives notice thereof before or after the meeting and such waiver is filed with the records of the meeting of shareholders, notice of the meeting to such shareholder shall be unnecessary. When any shareholders’ meeting, either annual or special, is adjourned for more than thirty (30) days, notice of the adjourned meeting shall be given as in the case of an original meeting. It shall not be necessary to give any notice of the time and place of any meeting adjourned for thirty (30) or fewer days or of the business to be transacted at such adjourned meeting, other than an announcement at the meeting at which such adjournment is taken.
SECTION 6. Fixing of Record Date . For the purpose of determining the shareholders entitled to notice of or to vote at any meeting of shareholders, or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors shall fix in advance a date as the record date for any such determination of shareholders. Such date in any case shall be not more than sixty (60) days and, in case of a meeting of shareholders, not less than ten (10) days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.
SECTION 7. Quorum . Unless otherwise provided in the Corporation’s Articles of Incorporation, a majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.
SECTION 8. Proxies . At all meetings of shareholders, a shareholder may vote by proxy executed in writing by the shareholder or by his duly authorized attorney in fact. All proxies shall be filed with the Secretary of the meeting before being voted. Proxies solicited on behalf of the management shall be voted as directed by the shareholder or, in the absence of such direction, as determined by a majority of the Board of Directors. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy.
SECTION 9. Voting . At each election for directors, every shareholder entitled to vote at such election shall be entitled to one vote for each share of stock held by him. Unless otherwise provided by the Corporation’s Articles of Incorporation, these Bylaws, or the General Laws of the State of Maryland, a majority of those votes cast by shareholders at a lawful meeting shall be sufficient to pass on any transaction or matter.
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SECTION 10. Informal Action by Shareholders . Any action required or permitted to be taken at a meeting of shareholders may be taken without a meeting if a unanimous written consent to the action is signed by each shareholder entitled to vote on the matter and a written waiver of any rights to dissent is signed by each shareholder entitled to notice but not entitled to vote at the meeting. The unanimous written consent and the written waiver, if any, shall be filed with the records of the shareholders’ meetings.
SECTION 11. Voting of Shares in the Name of Two or More Persons . When ownership of stock stands in the name of two or more persons, in the absence of written directions to the Corporation to the contrary, at any meeting of the shareholders of the Corporation any one or more of such shareholders may cast, in person or by proxy, all votes to which such ownership is entitled. In the event an attempt is made to cast conflicting votes, in person or by proxy, by the several persons in whose name shares of stock stand, the vote or votes to which these persons are entitled shall be cast as directed by a majority of those holding such stock and present in person or by proxy at such meeting, but no votes shall be cast for such stock if a majority cannot agree.
SECTION 12. Voting of Shares by Certain Holders . Shares standing in the name of another corporation may be voted by any officer, agent or proxy as the bylaws of such corporation may provide, or, in the absence of such provision, as the Board of Directors of such corporation may determine. Shares held by an administrator, executor, guardian or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name. Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority to do so is contained in an appropriate order of the court or other public authority by which such receiver was appointed.
A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee and thereafter the pledgee shall be entitled to vote the shares so transferred.
Treasury shares of its own stock held by the Corporation shall not be voted at any meeting or counted in determining the total number of outstanding shares at any given time for purposes of any meeting.
SECTION 13. Inspectors of Election. In advance of any meeting of shareholders, the Board of Directors may appoint any persons, other than nominees for office, as inspectors of election to act at such meeting or any adjournment thereof. The number of inspectors shall be either one or three. If the Board of Directors so appoints either one or three inspectors, that appointment shall not be altered at the meeting. If inspectors of election are not so appointed, the Chairman of the Board of Directors or the President may make such appointment at the meeting. In case any person appointed as inspector fails to appear or fails or refuses to act, the vacancy may be filled by appointment by the Board of Directors in advance of the meeting or at the meeting by the Chairman of the Board of Directors or the President.
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Unless otherwise prescribed by applicable law, the duties of such inspectors shall include: determining the number of shares of stock and the voting power of each share, the shares of stock represented at the meeting, the existence of a quorum, the authenticity, validity and effect of proxies; receiving votes, ballots or consents; hearing and determining all challenges and questions in any way arising in connection with the right to vote; counting and tabulating all votes or consents; determining the result; and such acts as may be proper to conduct the election or vote with fairness to all shareholders.
SECTION 14. Nomination Procedures. The Board of Directors shall act as a nominating committee for selecting the management nominees for election as directors. Except in the case of a nominee substituted as a result of the death or other incapacity of a management nominee, the nominating committee shall deliver written nominations to the Secretary at least twenty (20) days prior to the date of the annual meeting.
Nominations for the election of directors may also be made by any shareholder of the Corporation entitled to vote generally in the election of directors. Such nominations by a shareholder must be made in writing and delivered to the Secretary not later than ninety (90) days prior to the month and day one year subsequent to the date that the proxy materials regarding the last election of directors to the Board of Directors were mailed to shareholders. Each such notice of nomination by a shareholder must set forth (a) the full name, age and date of birth of each nominee proposed in the notice, (b) the business and residence addresses and telephone numbers of each such nominee, (c) the educational background and business experience of each such nominee, including a list of positions held for at least the preceding five years, and (d) a signed representation by each such nominee that the nominee will timely provide any other information reasonably requested by the Corporation for the purpose of preparing its disclosures in regard to the solicitation of proxies for the election of directors. The name of each such candidate for director must be placed in nomination at the annual meeting by a shareholder present in person and the nominee must be present in person at the meeting for the election of directors. Any vote cast for a person who has not been duly nominated pursuant to this Article II, Section 14, shall be void.
SECTION 15. New Business at Annual Meeting. At an annual meeting of the shareholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, proposals for new business must be (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (b) otherwise properly brought before the meeting by or at the direction of the Board of Directors, or (c) otherwise properly brought before the meeting by a shareholder.
For business to be properly brought before an annual meeting by a shareholder, the shareholder must have given timely notice thereof in writing to the secretary of the Corporation. To be timely, a shareholder’s notice must be delivered to or mailed and received at the principal executive offices of the Corporation not less than thirty (30) nor more than ninety (90) days before the date of any such annual meeting of shareholders; provided, however, that if less than forty-five (45) days’ notice of the date of the meeting is given to shareholders, such notice by a shareholder must be received by the Secretary not later than the close of business on the fifteenth (15th) day following the day on which notice of the date of the meeting was mailed to shareholders or two (2) days before the date of the meeting, whichever is earlier. Each such notice given by a shareholder to the Secretary with respect to business proposals to be brought before a meeting shall set forth (a) a brief description of the business and the reasons for conducting such business at the meeting, (b) the name and address, as they appear on the Corporation’s books, of the shareholder proposing such business, (c) the class and number of shares of the Corporation that are beneficially owned by the shareholder, and (d) any material interest of the shareholder in such business. Shareholder proposals that do not satisfy the requirements of this Article II, Section 15, may be considered and discussed but not acted upon at an annual meeting.
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ARTICLE
III
Board of Directors
SECTION 1. General Powers . The business and affairs of the Corporation shall be under the direction of its Board of Directors. In addition to other powers specifically set out in these Bylaws or that apply under the General Laws of the State of Maryland, the Board of Directors and any committees thereof shall have the power to manage and administer the affairs of the Corporation and to do and perform all lawful acts with respect to the affairs of the Corporation except those that may be specifically reserved to the shareholders under the General Laws of the State of Maryland. The Board of Directors shall annually elect a Chairman of the Board of Directors and a President from among its members and shall designate, when present, either the Chairman of the Board of Directors or the President to preside at its meetings.
SECTION 2. Qualification of Directors . Each director must be the holder of unencumbered or unhypothecated shares of common stock of the Corporation having an aggregate par value of $1,000 or a fair market value of $1,000. A director of the Corporation may not serve as attorney for any other financial institution or bank or savings and loan holding company, and may not be a member of the Board of Directors of any other financial institution or bank or savings and loan holding company. The requirements shall not apply to a person serving as an advisory director or a director emeritus.
SECTION 3. Age Limitation . No person shall be eligible for election or appointment to the Board of Directors if such person is under twenty-one (21) or over seventy (70) years of age at the time of his or her election or appointment. No director shall serve beyond the annual meeting of shareholders immediately following his or her seventieth (70th) birthday. This limitation shall not apply to a person serving as an advisory director or a director emeritus.
SECTION 4. Number, Term and Election . The maximum number of directors is fixed by the Corporation’s Articles of Incorporation and may be altered only by amendment thereto. The minimum number of directors shall be the minimum required under the General Laws of the State of Maryland now or hereafter in force. The Board of Directors may, by a vote of a majority of the directors then in office, between animal meetings of shareholders, increase or decrease the membership of the Board of Directors within such limits, provided that no decrease in the number of directors shall have the effect of shortening the term of any incumbent director. The Board of Directors shall be classified in accordance with the provisions of the Corporation’s Articles of Incorporation,
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SECTION 5. Regular Meetings . The annual meeting of the Board of Directors shall be held without other notice than this Bylaw within two weeks after the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place for the holding of additional regular meetings without other notice than such resolution.
SECTION 6. Special Meetings . Special meetings of the Board of Directors may be called by or at the request of any one director or any two directors of the Corporation, or by a majority of the directors. The persons authorized to call special meetings of the Board of Directors may fix any place as the place for holding any special meeting of the Board of Directors called by such persons.
Members of the Board of Directors may participate in special meetings by means of conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other. Such participation shall constitute presence in person.
SECTION 7. Notice of Special Meetings . Notice of any special meeting shall be given to each director at least one hour previous thereto. Notice of a special meeting need not be in writing. Any director may waive notice of any meeting by a writing filed with the Secretary. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.
SECTION 8. Quorum . A majority of the directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. If less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time. Notice of an adjourned meeting need not be given if the time and place to which the meeting is adjourned are fixed at the meeting at which the adjournment is taken.
SECTION 9. Voting . The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the vote of a greater number is required by the Corporation’s Articles of Incorporation, these Bylaws, or the General Laws of the State of Maryland.
SECTION 10. Action by Written Consent . Any action required or permitted to be taken by the Board of Directors, or any committee thereof, at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors and filed with the Secretary of the Corporation for inclusion hi the corporate minute book.
SECTION 11. Resignation . Any director may resign at any time by sending a written notice of such resignation to the principal office of the Corporation addressed to the Chairman of the Board of Directors, the President, or the Secretary. Unless otherwise specified therein, such resignation shall take effect upon acceptance thereof by the Board of Directors.
SECTION 12. Vacancies . Any vacancy occurring in the Board of Directors shall be filled in accordance with the provisions of the Corporation’s Articles of Incorporation. The term of such director shall be in accordance with the provisions of the Corporation’s Articles of Incorporation.
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SECTION 13. Removal of Directors . Any director or the entire Board of Directors may be removed only in accordance with the provisions of the Corporation’s Articles of Incorporation.
SECTION 14. Compensation . Directors, as such, may receive a stated salary for their services. By resolution of the Board of Directors, a reasonable fixed sum, and reasonable expenses of attendance, if any, may be allowed for actual attendance at each regular or special meeting of the Board of Directors. Members of either standing or special committees may be allowed such compensation for actual attendance at committee meetings as the Board of Directors may determine. Nothing herein shall be construed to preclude any director from serving the Corporation in any other capacity and receiving remuneration therefor.
SECTION 15. Presumption of Assent . A director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent or abstention shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who votes in favor of such action.
SECTION 16. Advisory Directors and Directors Emeritus. The Board of Directors may by resolution appoint persons to serve as advisory directors, who may also serve as directors emeritus, and shall have such authority and receive such compensation and reimbursement as the Board of Directors shall provide. No advisory director or director emeritus shall have the authority to participate by vote in the transaction of business.
SECTION 17. Contracts with Interested Directors. No contract or other transaction between this Corporation and any other corporation shall be affected by the fact that any director of this Corporation is interested in, or is a director or officer of, such other corporation, and any director, individually or jointly, may be a party to, or may be interested in, any contract or transaction of this Corporation or in which this Corporation is interested; and no contract, or other transaction, of this Corporation with any person, firm, or corporation, shall be affected by the fact that any director of this Corporation is a party to, or is interested in, such contract, act or transaction, or is in any way connected with such person, firm, or corporation, and every person who may become a director of this Corporation is hereby relieved from any liability that might otherwise exist from contracting with the Corporation for the benefit of himself or any firm, association, or corporation in which he may be in any way interested.
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ARTICLE
IV
Committees of the Board of Directors
The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, as they may determine to be necessary or appropriate for the conduct of the business of the Corporation, and may prescribe the duties, constitution and procedures thereof. The Board of Directors may delegate to an executive committee the power to exercise all the authority of the Board of Directors in the management of the affairs and property of the Corporation, except such authority as may be specifically reserved to the full Board of Directors by the General Laws of the State of Maryland. Each committee shall consist of one or more directors of the Corporation. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not a quorum exists, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of the disqualified or absent member.
The Board of Directors shall have power, by the affirmative vote of a majority of the authorized number of directors, at any time to change the members of, to fill vacancies in, and to discharge any committee of the Board. Any member of any committee of the Board of Directors may be removed at any time, either with or without cause, by the affirmative vote of a majority of the authorized number of directors at any meeting of the Board called for that purpose.
ARTICLE
V
Officers
SECTION 1. Positions . The officers of the Corporation shall be a Chairman of the Board of Directors, a President, one or more Vice Presidents, a Secretary, a Treasurer, and such other officers as the Board of Directors shall from time to time deem necessary for the conduct of the business of the Corporation. Any two or more offices may be held by the same person. The Board of Directors may designate one or more Vice Presidents as Executive Vice President or Senior Vice President. The officers shall have such authority and perform such duties as the Board of Directors may from time to time authorize or determine by resolution. In the absence of action by the Board of Directors, the officers shall have such powers and duties as are generally incident to their respective offices.
SECTION 2. Election and Term of Office . The officers of the Corporation shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the shareholders. If the election of officers is not held at such meeting, such election shall be held as soon thereafter as possible. Each officer shall hold office until his successor shall have been duly elected and qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. Election or appointment of an officer, employee or agent shall not of itself create contract rights. The Board of Directors may authorize the Corporation to enter into an employment contract with any officer in accordance with state law; but no such contract shall impair the right of the Board of Directors to remove any officer at any time in accordance with Section 4 of this Article V.
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SECTION 3. Resignation . Any officer may resign at any time by giving written notice to the Chairman of the Board of Directors, the President, or the Secretary. Any such resignation shall take effect at the time specified therein or, if no time is specified, upon its acceptance by the Board of Directors.
SECTION 4. Removal . Any officer may be removed by vote of a majority of the Board of Directors whenever, in its judgment, the best interests of the Corporation will be served thereby, but such removal, other than for cause, shall be without prejudice to the contract rights, if any, of the person so removed.
SECTION 5. Remuneration. The remuneration of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the Corporation.
ARTICLE
VI
Certificates for Shares and Their Transfer
SECTION 1. Certificates for Shares . The shares of the Corporation shall be represented by certificates signed by the Chairman of the Board of Directors or by the President or a Vice President and by the Treasurer or an assistant treasurer or by the Secretary or an assistant secretary of the Corporation, and may be sealed with the seal of the Corporation or a facsimile thereof. Any or all of the signatures upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent, or registered by a registrar, other than the Corporation itself or an employee of the Corporation. If any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before the certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer at the date of its issue.
SECTION 2. Form of Certificates. All certificates representing shares issued by the Corporation shall set forth upon the face or back that the Corporation will furnish to any shareholder upon request and without charge a full statement of the designations, preferences, limitations, and relative rights of the shares of each class authorized to be issued, the variations in the relative rights and preferences between the shares of each such series so far as the same have been fixed and determined, and the authority of the Board of Directors to fix and determine the relative rights and preferences of subsequent series.
Each certificate representing shares shall state upon the face thereof: that the Corporation is organized under the laws of the State of Maryland; the name of the person to whom issued; the number and class of shares; the date of issue; the designation of the series, if any, which such certificate represents; the par value of each share represented by such certificate, or a statement that the shares are without par value. Other matters in regard to the form of the certificates shall be determined by the Board of Directors.
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SECTION 3. Payment for Shares . No certificate shall be issued for any shares until such share is fully paid. The consideration for the issuance of shares shall be paid in accordance with the provisions of the Corporation’s Articles of Incorporation.
SECTION 4. Transfer of Shares . Transfer of shares of capital stock of the Corporation shall be made only on its stock transfer books. Authority for such transfer shall be given only by the holder of record thereof or by his legal representative, who shall furnish proper evidence of such authority, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Corporation. Such transfer shall be made only on surrender for cancellation of the certificate for such shares. The person in whose name shares of capital stock stand on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes.
SECTION 5. Stock Ledger. The stock ledger of the Corporation shall be the only evidence as to who are the shareholders entitled to examine the stock ledger or the books of the Corporation or to vote in person or by proxy at any meeting of shareholders.
SECTION 6. Lost Certificates . The Board of Directors may direct a new certificate to be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. When authorizing such issue of a new certificate, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate, or his legal representative, to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen, or destroyed.
SECTION 7. Beneficial Owners . The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person, whether or not the Corporation shall have express or other notice thereof, except as otherwise provided by law.
ARTICLE
VII
Fiscal Year; Annual Audit
The fiscal year of the Corporation shall end on the 31 st day of December of each year. The Corporation shall be subject to an annual audit as of the end of its fiscal year by independent public accountants appointed by and responsible to the Board of Directors.
ARTICLE
VIII
Dividends
Subject to the provisions of the Corporation’s Articles of Incorporation and applicable law, the Board of Directors may, at any regular or special meeting, declare dividends on the Corporation’s outstanding capital stock. Dividends may be paid in cash, in property or in the Corporation’s own stock.
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ARTICLE
IX
Corporate Seal
The corporate seal of the Corporation shall be in such form as the Board of Directors shall prescribe.
ARTICLE
X
Amendments
In accordance with the Corporation’s Articles of Incorporation, the Board of Directors of the Corporation may repeal, alter, amend or rescind these Bylaws by a majority vote of the Board of Directors at a legal meeting held in accordance with the provisions of these Bylaws. In addition, these Bylaws may be repealed, altered, amended or rescinded by the shareholders of the Corporation by vote of not less than eighty percent (80%) of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors (considered for this purpose as one class) cast at a meeting of the shareholders called for that purpose (provided that notice of such proposed repeal, alteration, amendment or rescission is included in the notice of such meeting).
* * *
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SANDY SPRING BANCORP, INC.
FIRST AMENDMENT TO BYLAWS
Article III, Section 5 of Bancorp’s bylaws is hereby deleted in its entirety. The following is inserted in its place:
“Section 5. Regular Meetings. The annual meeting of the Board of Directors shall be held without other notice than this Bylaw within four weeks after the annual meeting of shareholders. The board of directors may provide, by resolution, the time and place for the holding of additional regular meetings without other notice than such resolution.”
* * * *
Approved by the Board of Directors: May 29, 2013.
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Exhibit 10(t)
CHANGE IN CONTROL AGREEMENT
THIS AGREEMENT (the "Agreement") made as of this 7th day of March, 2013 (the "Effective Date") by, between, and among Sandy Spring Bancorp, Inc. , a registered bank holding company and a Maryland Corporation (“Bancorp”), Sandy Spring Bank , a Maryland corporation and wholly owned subsidiary of Bancorp with its headquarters in Olney, Maryland and Ronald E. Kuykendall (the “Officer").
WITNESSETH:
WHEREAS, the Officer is employed by the Bank as Executive Vice President, General Counsel and Secretary.
WHEREAS, the Bank and the Officer each desire that the Officer be provided with certain benefits in the event of a Change in Control, as defined below.
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, it is agreed as follows:
1. | Definitions : |
a. Change in Control. A "Change in Control" shall be deemed to occur on the earliest of any of the following events after the date of this Agreement:
i. The acquisition by any entity, person or group (other than the acquisition by a tax-qualified retirement plan sponsored by Sandy Spring Bancorp, Inc. ("Bancorp") or the Bank of beneficial ownership, as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, of more than 25% of the outstanding capital stock of Bancorp or the Bank entitled to vote generally for the election of directors ("Voting Stock");
ii. The commencement by any entity, person, or group (other than Bancorp or the Bank, a subsidiary of Bancorp or the Bank, or a tax-qualified retirement plan sponsored by Bancorp or the Bank) of a tender offer or an exchange offer for more than 20% of the outstanding Voting Stock of Bancorp or the Bank;
iii. The effective time of (a) a merger or consolidation of Bancorp or the Bank with one or more other corporations as a result of which the holders of the outstanding Voting Stock of Bancorp or the Bank immediately prior to such merger exercise voting control over less than 80% of the Voting Stock of the surviving or resulting corporation, or (b) a transfer of substantially all of the property of Bancorp or the Bank other than to an entity of which Bancorp or the Bank owns at least 80% of the Voting Stock;
iv. Upon the acquisition by any entity, person, or group of the control of the election of a majority of the Bank's or Bancorp's directors;
v. At such time that, during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors ("Board") of Bancorp or the Board of the Bank (the "Continuing Directors") cease for any reason to constitute at least two-thirds of such Board, provided that any individual whose election or nomination for election as a member of the Board was approved by a vote of at least two-thirds of the Continuing Directors of such Board then in office shall be considered a Continuing Director.
b. Covered Period. The "Covered Period" shall mean the period beginning six months before a Change in Control and ending at the end of the term specified in Section 2 hereof.
c. Good Reason. "Good Reason" shall be deemed to exist at the time that any of the following events occurs without the Officers express written consent:
i. | A material reduction in the Officer’s responsibilities or authority in connection with the Officer’s employment with the Bank or the Bancorp; |
ii. | Assignment to the Officer of duties of a non-executive nature or duties for which the Officer is not reasonably equipped by the Officer’s skills and experience; |
iii. | A reduction in salary or benefits, or, following a Change in Control, (x) any reduction in salary or a material reduction in benefits below the amounts to which the Officer was entitled prior to the Change in Control or (y) the Officer is not offered a comparable executive level position, which for purposes of this provision shall mean an executive officer position with respect to which the total authorities, responsibilities, compensation and benefits are comparable with the authorities, responsibilities, compensation and benefits associated with the Officer’s position immediately preceding the Change in Control; |
iv. | Termination of incentive and benefit plans, programs, or arrangements, or a reduction of the Officer’s participation to such an extent as to materially reduce their aggregate value below their aggregate value as of the Effective Date; |
v. | A requirement that the Officer’s principal business office or principal place of residence be relocated outside any county in which the Bank has its main office, its branches, or its deposit taking Automatic Teller Machines; or the assignment to the Officer of duties that would reasonably require such a relocation; |
vi. | A requirement that the Officer spend more than thirty (30) normal working days away from any county in which the Bank has its main office, its branches, or its deposit taking Automatic Teller Machines during any consecutive twelve-month period; or |
vii. | Failure to provide office facilities, secretarial services, and other administrative services to the Officer which are substantially equivalent to the facilities and services provided to the Officer on the Effective Date (excluding brief periods during which office facilities may be temporarily unavailable due to fire, natural disaster, or other calamity). |
Notwithstanding the foregoing, a reduction or elimination of the Officer's benefits under one or more benefit plans maintained by Bancorp or the Bank as part of a good faith, overall reduction or elimination of such plan or plans or benefits thereunder applicable to all participants in a manner that does not discriminate against the Officer (except as such discrimination may be necessary to comply with law) shall not constitute an event of Good Reason or a material breach of this Agreement, provided that benefits of the type or to the general extent as those offered under such plan or plans prior to such reduction or elimination are not available to other officers of Bancorp or the Bank or any company that controls either of them under a plan or plans in or under which the Officer is not entitled to participate and to receive benefits on a fair and nondiscriminatory basis.
Notwithstanding the foregoing, it is expected that Bancorp and the Bank will perform all duties and agreements to be performed herein, and they shall have the right to cure non-performance, to the extent such performance is reasonably capable of being cured, and shall promptly upon receipt of written notice of non-performance that the Officer describes and alleges to be Good Reason, comply with the requirements of such notice, and further if they shall not comply with such notice to the satisfaction of the Officer within forty-eight (48) hours after delivery thereof, (except if such compliance cannot be reasonably completed within forty-eight (48) hours, if Bank shall not commence to comply with such period and thereafter proceed to completion with due diligence) the Officer shall have the right to proceed with notice of a “Good Reason” termination as specified above.
d. Just Cause. Termination for "Just Cause" shall mean termination of employment by reason of the Officer's:
i. | Personal dishonesty; | |
ii. | Willful misconduct; | |
iii. | Breach of fiduciary duty involving personal profit; | |
iv. | Intentional failure to perform duties; or | |
v. | Willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease-and-desist order. | |
Notwithstanding the foregoing, it is expected that Officer will perform all duties and agreements to be performed herein, and Officer shall have the right to cure non-performance, to the extent such performance is reasonably capable of being cured, and shall promptly upon receipt of written notice of non-performance that Bancorp or the Bank describes and alleges to be Just cause, comply with the requirements of such notice, and further if Officer shall not comply with such notice to the satisfaction of the Bank within forty-eight (48) hours after delivery thereof, (except if such compliance cannot be reasonably completed within forty-eight (48) hours, if Officer shall not commence to comply within such period and thereafter proceed to completion with due diligence) the Bank shall have the right to proceed with a “Just Cause” termination as described above.
The Bank shall determine if Just Cause exists with respect to its employment of the Officer in the exercise of its good faith discretion.
e. Total Annual Compensation. For purposes of this Agreement, Total Annual Compensation shall mean:
i. One-year's base salary at the highest rate in effect in the period beginning six months before the last Change in Control to occur before termination of the Officer's employment; plus
ii. Other compensation, including, without limitation, bonus payments, at the rate paid for (i) the calendar year preceding such Change in Control, or (ii) the calendar year preceding termination of the Officer's employment, whichever is greater, but shall not include the value of benefits that are not subject to current federal income taxation to the Officer. Such other compensation for a calendar year shall be annualized on a monthly basis based upon the number of months in the calendar year in which the Officer was employed.
2. | Term . The term of this Agreement shall be the period commencing on the Effective Date and ending on the last moment of the second anniversary of the Effective Date. On each anniversary of the Effective Date prior to a termination of the Agreement, the term under this Agreement shall be extended for an additional one-year period beyond the then effective expiration date without action by any party, provided that neither the Bank nor the Officer shall have given written notice at least sixty (60) days prior to such anniversary date of its or his desire that the term not be extended. |
3. | Termination in Connection with a Change in Control. |
a. If, within the Covered Period, the Bank shall terminate the Officer's employment without Just Cause or the Officer shall terminate his employment with Good Reason, the Bank shall, within ten calendar days of the termination of Officer's employment, make a lump-sum cash payment to him equal to 2.99 times his Total Annual Compensation.
b. Also in the event of such a termination, the Officer shall, for three calendar years following the Officer’s termination of employment, continue to participate in any benefit plans of Bancorp and the Bank that provide health (including medical and dental), life and disability insurance, or similar coverage upon terms no less favorable than the most favorable terms provided to executive officers of the Bank during such period.
4. | Adjustment of Certain Payments and Benefits. |
a. In the event that payments pursuant to this Agreement (including, without limitation, any payment under any plan, program, or arrangement referred to in Section 3 hereof) would result in the imposition of a penalty tax pursuant to Section 28OG of the Internal Revenue Code, such payments shall be reduced to equal the maximum amount that may be paid under such Section 28OG without exceeding such limits. In the event any such reduction in payments is necessary, the Officer may determine, in his sole discretion, which categories of payments (including, without limitation, the value of benefits, acceleration of vesting, or receipt of benefits or amounts) are to be reduced or eliminated.
b. Payments made to the Officer pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with Section I (W) of the Federal Deposit Insurance Act ("FDIA"), relating to "golden parachute" and indemnification payments and certain other benefits.
5. | Reimbursement of Officer’s Expenses to Enforce this Agreement . Bancorp or the Bank shall reimburse the Officer for all out-of-pocket expenses, including, without limitation, reasonable attorney's fees, incurred by the Officer in connection with successful enforcement by the Officer of the obligations of Bancorp or the Bank to the Officer under this Agreement. Successful enforcement shall mean the grant of an award of money or the requirement that Bancorp or the Bank take some action specified by this Agreement (i) as a result of court order; or (ii) otherwise by Bancorp or the Bank following an initial failure of Bancorp or the Bank to pay such money or take such action promptly after written demand therefore from the Officer stating the reason that such money or action was due under this Agreement at or prior to the time of such demand. |
6. | Confidentiality . The Officer agrees to maintain the confidentiality of any and all information concerning the operation or financial status of Bancorp, the Bank, and any of their subsidiaries; the names or addresses of any of the borrowers, depositors, and other customers of any such companies; any information concerning or obtained from such customers; and any other information concerning Bancorp or the Bank or any of their subsidiaries to which he may be exposed during the course of his employment. The Officer further agrees that, unless required by law or specifically permitted by Bancorp or the Bank in writing, he will not disclose to any person or entity, either during or subsequent to his employment, any of the above-mentioned information which is not generally known to the public, nor shall he employ such information in any way other than for the benefit of Bancorp and the Bank. |
7. | Successors and Assigns . |
a. This Agreement shall inure to the benefit of and be binding upon any corporate or other successor of the Bank that shall acquire, directly or indirectly, by merger, consolidation, purchase or otherwise, all or substantially all of the assets or stock of the Bank.
b. Since the Bank is contracting for the unique and personal skills of the Officer, the Officer shall be precluded from assigning or delegating his rights or duties hereunder without first obtaining the written consent of the Bank.
8. | No Mitigation . The Officer shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to the Officer in any subsequent employment. |
9. | No Plan Created . The Officer and the Bank expressly declare and agree that this Agreement was negotiated among them and that no provision or provisions of this Agreement are intended to, or shall be deemed to, create any plan for purposes of the Employee Retirement Income Security Act or any other law or regulation, and the Bank and the Officer each expressly waives any right to assert the contrary. Any assertion in any judicial or administrative filing, hearing, or process by or on behalf of the Officer or the Bank that such a plan was so created by this Agreement shall be deemed a material breach of this Agreement by the party making such an assertion or on whose behalf such assertion was made. |
10. | No Additional Rights: Third Party Beneficiary. |
a. This Agreement does not confer any right to employment or any other right not specifically stated herein. Any assertion in any judicial or administrative filing, hearing, or process by or on behalf of the Officer or the Bank that it does so shall be deemed a material breach of this Agreement by the party making such an assertion or on whose behalf such assertion was made.
b. Bancorp is a third party beneficiary, with notice thereof, to Section 5 of this Agreement. This Agreement is for the benefit of the parties hereto, and, except as expressly stated herein with respect to Bancorp, is not intended to be for the benefit of, or to be enforceable by, any other person.
11. | Certain Regulatory Events . |
a. If the Officer is removed and/or permanently prohibited from participating in the conduct of the Bank's affairs by an order issued under Sections 8(e)(4) or 8(g)(1) of the FDIA, all obligations of the Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the parties shall not be affected.
b. If the Bank is in default (as defined in Section 3(x)(1) of FDIA), all obligations of the Bank under this Agreement shall terminate as of the date of default, but vested rights of the parties shall not be affected.
c. If a notice served under Sections 8(e)(3) or 8(g)(1) of the FDIA suspends and/or temporarily prohibits the Officer from participating in the conduct of the Bank's affairs, the Bank's obligations under this Agreement shall be suspended as of the date of such service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may, in its discretion, (i) pay the Officer all or part of the compensation withheld while its contract obligations were suspended, and (ii) reinstate (in whole or in part) any of its obligations that were suspended.
The occurrence of any of the events described in paragraphs a, b, and c above may be considered by the Bank in connection with a termination for Just Cause.
12. | Notices . All notices, requests, demands and other communications in connection with this Agreement shall be made in writing and shall be deemed to have been given when delivered by hand or 48 hours after mailing at any general or branch United States Post Office, by registered or certified mail, postage prepaid, addressed as follows, or to such other address as shall have been designated in writing by the addressee: |
a. | If to the Bank: |
Sandy Spring Bank
17801 Georgia Avenue
Olney, Maryland 20832
Attention: Daniel J. Schrider, President
b. | If to the Officer: |
Ronald E. Kuykendall
11801 Norwich Place
Glen Allen, VA 23059
13. | Amendments . No amendments or additions to this Agreement shall be binding unless made in writing and signed by all of the parties. |
14. | Applicable Law . Except to the extent preempted by Federal law, the laws of the State of Maryland, without regard to its conflict of laws principles, shall govern this Agreement in all respects, whether as to its validity, construction, capacity, performance or otherwise. |
15. | Severability . The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. |
16 . | Headings . Headings contained herein are for convenience of reference only. |
17. | Entire Agreement . This Agreement, together with any understanding or modifications thereof as agreed to in writing by the parties, shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof. |
18. | Section 409A |
(i) The Officer will be deemed to have a termination of employment for purposes of determining the timing of any payments that are classified as deferred compensation only upon a “separation from service” within the meaning of Section 409A.
(ii) If at the time of the Officer’s separation from service, (a) the Officer is a “specified employee” (within the meaning of Section 409A and using the methodology selected by the Bank) and (b) the Bank makes a good faith determination that an amount payable or the benefits to be provided hereunder constitutes deferred compensation (within the meaning of Section 409A), the payment of which is required to be delayed pursuant to the six-month delay rule of Section 409A in order to avoid taxes or penalties under Section 409A, then the Bank will not pay the entire amount on the otherwise scheduled payment date but will instead pay on the scheduled payment date the maximum amount permissible in order to comply with Section 409A (i.e., any amount that satisfies an exception under the Section 409A rules from being categorized as deferred compensation) and will pay the remaining amount (if any) in a lump sum on the first business day after such six month period.
(iii) To the extent the Officer would be subject to an additional 20% tax imposed on certain deferred compensation arrangements pursuant to Section 409A as a result of any provision of this Agreement, such provision shall be deemed amended to the minimum extent necessary to avoid application of such tax and the parties shall promptly execute any amendment reasonably necessary to implement this Section 18. The Officer and the Bank agree to cooperate to make such amendment to the terms of this Agreement as may be necessary to avoid the imposition of penalties and taxes under Section 409A; provided, however, that the Officer agrees that any such amendment shall provide the Officer with economically equivalent payments and benefits, and the Officer agrees that any such amendment will not materially increase the cost to, or liability of, the Bank with respect to any payment.
(iv) For purposes of the this Agreement, Section 409A shall refer to Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury regulations and any other authoritative guidance issued thereunder.
[SIGNATURE PAGE TO FOLLOW]
IN WITNESS WHEREOF , the parties have caused this Agreement to be duly executed and delivered, as of the date first indicated above.
SANDY SPRING BANCORP, INC.
By: /s/ Daniel J. Schrider_______________________________
Daniel J. Schrider, President and Chief Executive Officer
SANDY SPRING BANK
By: /s/ Daniel J. Schrider_______________________________
Daniel J. Schrider, President and Chief Executive Officer
OFFICER
/s/ Ronald E. Kuykendall
Ronald E. Kuykendall
Exhibit 21
SUBSIDIARIES OF THE REGISTRANT
The following is a list of all subsidiaries of the Registrant
Name | Jurisdiction of Incorporation | |
Sandy Spring Capital Trust II | Delaware | |
Sandy Spring Bank | Maryland | |
Sandy Spring Insurance Corporation t/a Chesapeake Insurance Group* | Maryland | |
The Equipment Leasing Company* (non-operating) | Maryland | |
West Financial Services, Inc.* | Maryland | |
Sandy Spring Mortgage Corporation* (non-operating) | Maryland | |
*Direct subsidiaries of Sandy Spring Bank
Exhibit 23(a)
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the following Registration Statements:
(1) | Registration Statement (Form S-8 No. 33-48453) pertaining to Sandy Spring Bancorp, Inc. Cash and Deferred Profit Sharing Plan and Trust, |
(2) | Registration Statement (Form S-8 No. 333-81249) pertaining to the Sandy Spring Bancorp, Inc. 1999 Option Plan, |
(3) | Registration Statement (Form S-8 No. 333-126701) pertaining to the Sandy Spring Bancorp, Inc. 2005 Omnibus Stock Plan, |
(4) | Registration Statement (Form S-3 No. 333-166808) pertaining to the Sandy Spring Bancorp, Inc. Director Stock Purchase Plan, as amended and restated, | |
(5) | Registration Statement (Form S-3 No. 333-174664) pertaining to the Sandy Spring Bancorp, Inc. 2011 Employee Stock Purchase Plan; |
of our reports dated March 14, 2014, with respect to the consolidated financial statements of Sandy Spring Bancorp, Inc., and the effectiveness of internal control over financial reporting of Sandy Spring Bancorp, Inc., incorporated by reference in this Annual Report (Form 10-K) of Sandy Spring Bancorp, Inc. for the year ended December 31, 2013.
/s/ Ernst & Young LLP
McLean, Virginia
March 14, 2014
Exhibit 23(b)
Consent of Independent Registered Public Accounting Firm
We have issued our report dated March 18, 2013, with respect to the consolidated financial statements included in the Annual Report of Sandy Spring Bancorp, Inc. on Form 10-K for the year ended December 31, 2012. We hereby consent to the incorporation by reference of said reports in the Registration Statements of Sandy Spring Bancorp, Inc. on Forms S-8 (File No.’s 33-48453, amended December 16, 1996; 333-81249, effective June 22, 1999, as amended on December 17, 2002; 333-126701, effective July 19, 2005; 333-166808, effective May 13, 2010; and 333-174664, effective June 2, 2011).
/s/ GRANT THORNTON LLP
Philadelphia, Pennsylvania
March 14, 2014
Exhibit 31 (a)
Rule 13a-14(a)/15d-14(a) Certification
I, Daniel J. Schrider, Chief Executive Officer of Sandy Spring Bancorp, Inc. (“Bancorp”), certify that:
1. I have reviewed this annual report on Form 10-K of Sandy Spring 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 upon 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 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 the 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: March 14, 2014 | By: | /s/ Daniel J. Schrider |
Daniel J. Schrider Chief Executive Officer |
Exhibit 31 (b)
Rule 13a-14(a)/15d-14(a) Certification
I, Philip J. Mantua, Executive Vice President and Chief Financial Officer of Sandy Spring Bancorp, Inc. (“Bancorp”), certify that:
1. I have reviewed this annual report on Form 10-K of Sandy Spring 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 upon 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 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 the 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: March 14, 2014 | By: | /s/ Philip J. Mantua |
Philip J.
Mantua
Executive Vice President and Chief Financial Officer |
Exhibit 32(a)
18 U.S.C. Section 1350 Certification
I hereby certify pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that the accompanying Form 10-K of Sandy Spring Bancorp, Inc. (“Bancorp”) for the period ended December 31, 2013, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934(15 U.S.C. 78m or 78o(d)); and that the information contained in this Form 10-K fairly presents, in all material respects, the financial condition and results of operations of Bancorp.
By: | /s/ Daniel J. Schrider ___________ |
Daniel J. Schrider
Chief Executive Officer
Date: March 14, 2014
Exhibit 32(b)
18 U.S.C. Section 1350 Certification
I hereby certify pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that the accompanying Form 10-K of Sandy Spring Bancorp, Inc. ("Bancorp") for the period ended December 31, 2013, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and that the information contained in this Form 10-K fairly presents, in all material respects, the financial condition and results of operations of Bancorp.
By: | /s/ Philip J. Mantua _____________ |
Philip J. Mantua
Executive Vice President and Chief Financial Officer
Date: March 14, 2014