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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934.
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934.
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New Jersey
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52-1273725
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(State or Other Jurisdiction of
Incorporation or Organization)
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(IRS Employer
Identification Number)
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Title of each class
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Name of each exchange on which registered
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Common Stock, no par value
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NASDAQ
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Large Accelerated Filer ¨
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Accelerated Filer x
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Non-Accelerated ¨
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Small Reporting Company ¨
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Page
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PART I
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||
Item 1.
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Business
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3
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Item 1A.
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Risk Factors
|
18
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Item 1B.
|
Unresolved Staff Comments
|
25
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Item 2.
|
Properties
|
25
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Item 3.
|
Legal Proceedings
|
26
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Item 3A.
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Executive Officers of the Registrant
|
27
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Item 4.
|
Mine Safety Disclosures
|
28
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PART II
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||
Item 5.
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Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
29
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Item 6.
|
Selected Financial Data
|
30
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Item 7.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
33
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Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
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65
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Item 8.
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Financial Statements and Supplementary Data:
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F-1
|
|
Reports of Independent Registered Public Accounting Firms
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F-2
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Center Bancorp, Inc. and Subsidiaries:
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|
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Consolidated Statements of Condition
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F-4
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Consolidated Statements of Income
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F-5
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Consolidated Statements of Comprehensive Income
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F-6
|
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Consolidated Statements of Changes in Stockholders’ Equity
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F-7
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Consolidated Statements of Cash Flows
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F-8
|
|
Notes to Consolidated Financial Statements
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F-9
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Item 9.
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Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
|
66
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Item 9A.
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Controls and Procedures
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66
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Item 9B.
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Other Information
|
69
|
PART III
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||
Item 10.
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Directors, Executive Officers and Corporate Governance
|
70
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Item 11.
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Executive Compensation
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70
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Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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70
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Item 13.
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Certain Relationships and Related Transactions, and Director Independence
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70
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Item 14.
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Principal Accounting Fees and Services
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70
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PART IV
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||
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Item 15.
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Exhibits, Financial Statements Schedules
|
71
|
|
Signatures
|
74
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2 | ||
3 | ||
4 | ||
5 | ||
|
•
|
Minimum Capital Requirements. The Dodd-Frank Act requires new capital rules and the application of the same leverage and risk-based capital requirements that apply to insured depository institutions to most bank holding companies. In addition to making bank holding companies subject to the same capital requirements as their bank subsidiaries, these provisions (often referred to as the Collins Amendment to the Dodd-Frank Act) were also intended to eliminate or significantly reduce the use of hybrid capital instruments, especially trust preferred securities, as regulatory capital. The Dodd-Frank Act also requires banking regulators to seek to make capital standards countercyclical, so that the required levels of capital increase in times of economic expansion and decrease in times of economic contraction. See “New Capital Rules” for a description of new capital requirements adopted by U.S. federal banking regulators in 2013 and the treatment of trust preferred securities under such rules.
|
|
•
|
Basel III. On July 9, 2013, the Office of the Comptroller of the Currency approved a final rule revising regulatory capital rules applicable to national banks, implementing Basel III. This rule redefines Tier 1 capital as two components (Common Equity Tier 1 and Additional Tier 1), creates a new capital ratio (Common Equity Tier 1 Risk-based Capital Ratio) and implements a capital conservation buffer. It also revises the prompt corrective action thresholds and makes changes to risk weighs for certain assets and off-balance-sheet exposures. Banks are required to transition into the new rule beginning on January 1, 2015, although, based on the Corporation’s capital levels and balance sheet composition at September 30, 2013, the Corporation does not believe implementation of the new rule will have a material impact on the Corporation’s capital needs; however, due to the complexity of the rules, the Corporation will continue to evaluate the impact of these changes to our regulatory capital of Center Bancorp and Union Center National Bank. This statement regarding the impact of the new regulations constitutes a forward-looking statement under the Private Securities Litigation Reform Act of 1995. Actual results could differ materially from this statement as a result of various factors, including modifications to the new regulations that may be adopted prior to the effective dates of the new regulations.
|
|
•
|
The Consumer Financial Protection Bureau (“Bureau”). The Dodd-Frank Act created the Bureau within the Federal Reserve. The Bureau is tasked with establishing and implementing rules and regulations under certain federal consumer protection laws with respect to the conduct of providers of certain consumer financial products and services. The Bureau has rulemaking authority over many of the statutes governing products and services offered to bank consumers. In addition, the Dodd-Frank Act permits states to adopt consumer protection laws and regulations that are more stringent than those regulations promulgated by the Bureau and state attorneys general are permitted to enforce consumer protection rules adopted by the Bureau against state-chartered institutions. The Consumer Financial Protection Bureau has examination and
enforcement authority over all banks and savings institutions with more than $10 billion in assets. Institutions with $10 billion or less in assets, such as the Bank, will continue to be examined for compliance with the consumer laws by their primary bank regulators.
|
6 | ||
|
•
|
Deposit Insurance. The Dodd-Frank Act makes permanent the $250,000 deposit insurance limit for insured deposits. Amendments to the Federal Deposit Insurance Act also revise the assessment base against which an insured depository institution’s deposit insurance premiums paid to the Deposit Insurance Fund (“DIF”) will be calculated. Under the amendments, the assessment base will no longer be the institution’s deposit base, but rather its average consolidated total assets less its average tangible equity during the assessment period. Additionally, the Dodd-Frank Act makes changes to the minimum designated reserve ratio of the DIF, increasing the minimum from 1.15 percent to 1.35 percent of the estimated amount of total insured deposits and eliminating the requirement that the FDIC pay dividends to depository institutions when the reserve ratio exceeds certain thresholds. In December 2010, the FDIC increased the designated reserve ratio to 2.0 percent.
|
|
•
|
Shareholder Votes . The Dodd-Frank Act requires publicly traded companies like Center Bancorp to give shareholders a non-binding vote on executive compensation and so-called “golden parachute” payments in certain circumstances. The Dodd-Frank Act also authorizes the SEC to promulgate rules that would allow shareholders to nominate their own candidates using a company’s proxy materials.
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|
•
|
Transactions with Affiliates. The Dodd-Frank Act enhances the requirements for certain transactions with affiliates under Section 23A and 23B of the Federal Reserve Act, including an expansion of the definition of “covered transactions” and increasing the amount of time for which collateral requirements regarding covered transactions must be maintained. These requirements became effective during 2011.
|
|
•
|
Transactions with Insiders. Insider transaction limitations are expanded through the strengthening of loan restrictions to insiders and the expansion of the types of transactions subject to the various limits, including derivative transactions, repurchase agreements, reverse repurchase agreements and securities lending or borrowing transactions. Restrictions are also placed on certain asset sales to and from an insider to an institution, including requirements that such sales be on market terms and, in certain circumstances, approved by the institution’s board of directors. These requirements became effective during 2011.
|
|
•
|
Enhanced Lending Limits. The Dodd-Frank Act strengthened the previous limits on a depository institution’s credit exposure to one borrower which limited a depository institution’s ability to extend credit to one person (or group of related persons) in an amount exceeding certain thresholds. The Dodd-Frank Act expanded the scope of these restrictions to include credit exposure arising from derivative transactions, repurchase agreements, and securities lending and borrowing transactions.
|
|
•
|
Compensation Practices. The Dodd-Frank Act provides that the appropriate federal regulators must establish standards prohibiting as an unsafe and unsound practice any compensation plan of a bank holding company or other “covered financial institution” that provides an insider or other employee with “excessive compensation” or compensation that gives rise to excessive risk or could lead to a material financial loss to such firm. In June 2010, prior to the Dodd-Frank Act, the bank regulatory agencies promulgated the Interagency Guidance on Sound Incentive Compensation Policies , which set forth three key principles concerning incentive compensation arrangements:
|
|
•
|
such arrangements should provide employees incentives that balance risk and financial results in a manner that does not encourage employees to expose the financial institution to imprudent risk;
|
|
•
|
such arrangements should be compatible with effective controls and risk management; and
|
|
•
|
such arrangements should be supported by strong corporate governance with effective and active oversight by the financial institution’s board of directors.
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7 | ||
|
•
|
to an amount equal to 10% of the bank’s capital and surplus, in the case of covered transactions with any one affiliate; and
|
|
•
|
to an amount equal to 20% of the bank’s capital and surplus, in the case of covered transactions with all affiliates
|
|
•
|
a loan or extension of credit to an affiliate;
|
|
•
|
a purchase of, or an investment in, securities issued by an affiliate;
|
|
•
|
a purchase of assets from an affiliate, with some exceptions;
|
|
•
|
the acceptance of securities issued by an affiliate as collateral for a loan or extension of credit to any party; and
|
|
•
|
the issuance of a guarantee, acceptance or letter of credit on behalf of an affiliate.
|
|
•
|
a bank and its subsidiaries may not purchase a low-quality asset from an affiliate;
|
|
•
|
covered transactions and other specified transactions between a bank or its subsidiaries and an affiliate must be on terms and conditions that are consistent with safe and sound banking practices; and
|
|
•
|
with some exceptions, each loan or extension of credit by a bank to an affiliate must be secured by certain types of collateral with a market value ranging from 100% to 130%, depending on the type of collateral, of the amount of the loan or extension of credit
|
8 | ||
9 | ||
· | Common Equity Tier 1 Capital Ratio of 4.5% (this is a new concept and requirement, and is referred to as the “CET1”); |
· | Tier 1 Capital Ratio (CET1 capital plus “Additional Tier 1 capital”) of 6.0%; and |
· | Total Capital Ratio (Tier 1 capital plus Tier 2 capital) of 8.0%. |
10 | ||
· | CET1 of 7%; |
· | Tier 1 Capital Ratio of 8.5%; and |
· | Total Capital Ratio of 10.5%. |
11 | ||
· | allows bank holding companies meeting management, capital, and Community Reinvestment Act standards to engage in a substantially broader range of non-banking activities than previously was permissible, including insurance underwriting and making merchant banking investments in commercial and financial companies; if a bank holding company elects to become a financial holding company, it files a certification, effective in 30 days, and thereafter may engage in certain financial activities without further approvals; |
· | allows insurers and other financial services companies to acquire banks; |
· | removes various restrictions that previously applied to bank holding company ownership of securities firms and mutual fund advisory companies; and |
· | establishes the overall regulatory structure applicable to bank holding companies that also engage in insurance and securities operations. |
12 | ||
· | All financial institutions must establish anti-money laundering programs that include, at a minimum: (i) internal policies, procedures, and controls; (ii) specific designation of an anti-money laundering compliance officer; (iii) ongoing employee training programs; and (iv) an independent audit function to test the anti-money laundering program. |
· | The Secretary of the Department of Treasury, in conjunction with other bank regulators, is authorized to issue regulations that provide for minimum standards with respect to customer identification at the time new accounts are opened. |
· | Financial institutions that establish, maintain, administer, or manage private banking accounts or correspondent accounts in the United States for non-United States persons or their representatives (including foreign individuals visiting the United States) are required to establish appropriate, specific and, where necessary, enhanced due diligence policies, procedures, and controls designed to detect and report money laundering. |
· | Financial institutions are prohibited from establishing, maintaining, administering or managing correspondent accounts for foreign shell banks (foreign banks that do not have a physical presence in any country), and will be subject to certain record keeping obligations with respect to correspondent accounts of foreign banks. |
· | Bank regulators are directed to consider a holding company’s effectiveness in combating money laundering when ruling on Federal Reserve Act and Bank Merger Act applications. |
13 | ||
Relative Increase in QSBL to Baseline
|
|
Dividend Rate
(for each of the 2nd 10th Dividend Periods) |
|
0% or less
|
|
5
|
%
|
More than 0%, but less than 2.5%
|
|
5
|
%
|
2.5% or more, but less than 5%
|
|
4
|
%
|
5% or more, but less than 7.5%
|
|
3
|
%
|
7.5% or more, but less than 10%
|
|
2
|
%
|
10% or more
|
|
1
|
%
|
0% or less
|
|
7
|
%
|
More than 0%, but less than 2.5%
|
|
5
|
%
|
2.5% or more, but less than 5%
|
|
4
|
%
|
5% or more, but less than 7.5%
|
|
3
|
%
|
7.5% or more, but less than 10%
|
|
2
|
%
|
10% or more
|
|
1
|
%
|
14 | ||
15 | ||
16 | ||
Loan Category
|
|
Loan-to-Value
Limit |
|
Raw Land
|
|
65
|
%
|
Land Development
|
|
75
|
%
|
Commercial, Multifamily and Other Non-residential construction
|
|
80
|
%
|
Construction: One to Four Family Residential
|
|
85
|
%
|
Improved Property (excluding One to Four Family Residential)
|
|
85
|
%
|
Owner-Occupied One to Four Family and Home Equity*
|
|
90
|
%
|
* | For a permanent mortgage or home equity loan on owner occupied one to four family residential property with a LTV that exceeds 90 percent at origination, private mortgage insurance or readily marketable collateral is to be obtained. “Readily marketable collateral” means insured deposits, financial instruments and bullion in which the Bank has a perfected interest. Financial instruments and bullion are to be salable under ordinary circumstances with reasonable promptness at a fair market value. |
17 | ||
· | we potentially face increased regulation of our industry and compliance with such regulation may increase our costs and limit our ability to pursue business opportunities; |
· | customer demand for loans secured by real estate could be reduced due to weaker economic conditions, an increase in unemployment, a decrease in real estate values or an increase in interest rates; |
· | the process we use to estimate losses inherent in our credit exposure requires difficult, subjective and complex judgments, including forecasts of economic conditions and how these economic conditions might impair the ability of our borrowers to repay their loans; |
· | the level of uncertainty concerning economic conditions may adversely affect the accuracy of our estimates which may, in turn, impact the reliability of the process; |
· | the value of the portfolio of investment securities that we hold may be adversely affected; and |
18 | ||
· | inflation; |
· | recession; |
· | a rise in unemployment; |
· | tightening money supply; and |
· | domestic and international disorder and instability in domestic and foreign financial markets, among other things. |
19 | ||
20 | ||
21 | ||
· | loan delinquencies may increase; |
· | problem assets and foreclosures may increase; |
· | demand for our products and services may decline; and |
· | collateral for loans made by Union Center National Bank may decline in value, in turn reducing Union Center National Bank’s clients’ borrowing power, among other things. |
22 | ||
· | potential exposure to unknown or contingent liabilities of banks and businesses we acquire; |
· | exposure to potential asset quality issues of the acquired bank or related business; |
· | difficulty and expense of integrating the operations and personnel of banks and businesses we acquire; and |
· | the possible loss of key employees and customers of the banks and businesses we acquire |
23 | ||
24 | ||
Branch Location
|
|
Term
|
356 Chestnut Street,
Union, New Jersey |
|
Term expires in 2028 and is subject to renewal at the Bank’s option
|
Career Center Branch
located in Union High School, Union, New Jersey |
|
Term expires August 31, 2015
|
300 Main Street,
Madison, New Jersey |
|
Term expires May 31, 2016 and is subject to renewal at the Bank’s option
|
2933 Vauxhall Road,
Vauxhall, New Jersey |
|
Term expires January 31, 2020 and is subject to renewal at the Bank’s option
|
545 Morris Avenue,
Summit, New Jersey |
|
Term expires January 31, 2024 and is subject to renewal at the Bank’s option
|
Ely Place, Boonton, New Jersey
|
|
Term expires August 29, 2021, and is subject to renewal at the Bank’s option
|
71 E. Allendale Road,
Saddle River, New Jersey |
|
Term expires May 31, 2032 unless sooner terminated or extended by the Bank
|
Route 202 and Allerman Road
Oakland, New Jersey |
|
Term expires April 30, 2028 and is subject to renewal at the Bank’s option
|
12 E. Palisade Avenue,
Englewood, New Jersey |
|
Term expires July 31, 2022 and is subject to renewal at the Bank’s option
|
344 Nassau Street,
Princeton, New Jersey |
|
Term expires May 31, 2016 and is subject to renewal at the Bank’s option
|
171 East Saddle River Road
Saddle River, New Jersey |
|
Term expired December 31, 2013, month to month
|
25 | ||
26 | ||
Name and Age
|
|
Officer Since
|
|
Business Experience
|
Anthony C.
Weagley Age 52 |
|
1996 the Parent
Corporation 1985 the Bank |
|
President and Chief Executive Officer of the Parent Corporation and bank August 23, 2007 - Present; Vice President and Treasurer of the Parent Corporation and Senior Vice President and Cashier of the Bank (prior periods) (Mr. Weagley continued to serve as Chief Financial Officer of the Parent Corporation until March 27, 2008 and as Chief Financial Officer of the Bank until February 2008)
|
|
|
|
|
|
Mark S.
Cardone Age 51 |
|
2001 the Parent
Corporation 2001 the Bank |
|
Vice President of the Parent Corporation and Senior Vice President & Branch Administrator of the Bank (2001 Present)
|
|
|
|
|
|
Joseph D.
Gangemi Age 33 |
|
2008 the Parent
Corporation 2004 the Bank |
|
Vice President and Assistant Portfolio Manager of the Parent Corporation and the Bank (December 31, 2010 Present): Executive Assistant to the Chief Executive Officer, Investor Relations Officer and Corporate Secretary of the Parent Corporation and the Bank (June 2008 Present); Executive Assistant to the Chief Executive Officer and Investor Relations Officer of the Bank (January 2008 June 2008); Executive Assistant to the Chief Executive Officer of the Bank (August 2007 January 2008); Executive Assistant to the Chief Financial Officer of the Bank (August 2005 August 2007)
|
|
|
|
|
|
John Bailey
Age 59 |
|
2013 the Bank
|
|
Senior Vice President and Senior Credit Administrator of the Bank (January 2013 Present); Managing members of Bailey Financial Consulting, LLC (October 1993 December 2013); Senior Vice President and Senior Credit Officer of Crestmont Federal Savings and Loan Association (January 1990 October 1993); Vice President commercial loans of First Fidelity Bank (July 1978 January 1990)
|
|
|
|
|
|
James W. Sorge
Age 61 |
|
2010 the Parent
Corporation 2010 the Bank |
|
Vice President and Compliance Officer of the Parent Corporation and Senior Vice President and Compliance Officer of the Bank (March 2010 Present); Vice President and Director, PNC Global Investment Servicing (May 2008 March 2010); Vice President, BSA/AML/OFAC Officer, Yardville National Bank (June 2005 April 2008)
|
27 | ||
Name and Age
|
|
Officer Since
|
|
Business Experience
|
George J.
Theiller Age 63 |
|
2009 the Parent
Corporation 2005 the Bank |
|
Vice President and Senior Auditor of the Parent Corporation and Senior Vice President and Senior Auditor of the Bank (December 2009 Present); Vice President and Senior Auditor of the Bank (April 2005 December 2009)
|
|
|
|
|
|
Francis R.
Patryn Age 64 |
|
2006 the Parent
Corporation 2006 the Bank |
|
Vice President and Chief Financial Officer of the Parent Corporation and Senior Vice President, Chief Financial Officer of the Bank (May 31, 2013 Present); Vice President, Chief Financial Officer and Comptroller of the Parent Corporation and Vice President and Chief Financial Officer and Comptroller of the Bank (November 2010 March 28, 2011); Vice President and Comptroller of the Bank (October 2006 March 28, 2011 and March 28, 2011 to May 31, 2013)
|
|
|
|
|
|
Arthur M.
Wein Age 63 |
|
2009 the Parent
Corporation 2009 the Bank |
|
Vice President and Chief Operating Officer of the Parent Corporation and Senior Vice President and Chief Operating Officer of the Bank (October 2009 Present); Vice President and Business Development Officer of the Summit Region of the Bank (April 2009 October 2009); President and Chief Executive Officer of UTZ Technologies, Inc. (manufacturer of thick film hybrid screens) (December 2003 March 2009)
|
28 | ||
|
|
Common Stock Price
|
|
|
|
|
|
|
|
||||||||||
|
|
2013
|
|
2012
|
|
Common Dividends Declared
|
|
||||||||||||
|
|
High
|
|
Low
|
|
High
|
|
Low
|
|
2013
|
|
2012
|
|
||||||
Fourth Quarter
|
|
$
|
19.67
|
|
$
|
13.96
|
|
$
|
11.93
|
|
$
|
10.89
|
|
$
|
0.075
|
|
$
|
0.055
|
|
Third Quarter
|
|
|
15.24
|
|
|
12.95
|
|
|
11.99
|
|
|
10.82
|
|
|
0.075
|
|
|
0.055
|
|
Second Quarter
|
|
|
13.23
|
|
|
11.50
|
|
|
11.25
|
|
|
9.75
|
|
|
0.075
|
|
|
0.055
|
|
First Quarter
|
|
|
12.82
|
|
|
11.62
|
|
|
10.45
|
|
|
9.50
|
|
|
0.055
|
|
|
0.030
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
0.280
|
|
$
|
0.195
|
|
29 | ||
|
|
Fiscal Year Ending
|
|
||||||||||||||||
Company/Index/Market
|
|
12/31/2008
|
|
12/31/2009
|
|
12/31/2010
|
|
12/31/2011
|
|
12/31/2012
|
|
12/31/2013
|
|
||||||
Center Bancorp, Inc.
|
|
|
100.00
|
|
|
112.51
|
|
|
104.33
|
|
|
126.63
|
|
|
154.44
|
|
|
251.89
|
|
S&P Composite
|
|
|
100.00
|
|
|
135.05
|
|
|
158.89
|
|
|
145.05
|
|
|
158.88
|
|
|
168.03
|
|
SNL Mid-Atlantic Bank
Index |
|
|
100.00
|
|
|
105.27
|
|
|
122.81
|
|
|
92.26
|
|
|
123.59
|
|
|
166.59
|
|
30 | ||
|
|
Years Ended December 31,
|
|
|||||||||||||||||
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
2009
|
|
|||||
|
|
(Dollars in Thousands, Except per Share Data)
|
|
|||||||||||||||||
Summary of Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
$
|
57,268
|
|
|
$
|
55,272
|
|
|
$
|
51,927
|
|
|
$
|
48,714
|
|
|
$
|
51,110
|
|
Interest expense
|
|
|
11,082
|
|
|
|
11,776
|
|
|
|
12,177
|
|
|
|
14,785
|
|
|
|
22,645
|
|
Net interest income
|
|
|
46,186
|
|
|
|
43,496
|
|
|
|
39,750
|
|
|
|
33,929
|
|
|
|
28,465
|
|
Provision for loan losses
|
|
|
350
|
|
|
|
325
|
|
|
|
2,448
|
|
|
|
5,076
|
|
|
|
4,597
|
|
Net interest income after provision for
loan losses |
|
|
45,836
|
|
|
|
43,171
|
|
|
|
37,302
|
|
|
|
28,853
|
|
|
|
23,868
|
|
Other income
|
|
|
6,851
|
|
|
|
7,210
|
|
|
|
7,478
|
|
|
|
2,472
|
|
|
|
3,906
|
|
Other expense
|
|
|
25,278
|
|
|
|
25,197
|
|
|
|
23,443
|
|
|
|
24,099
|
|
|
|
23,057
|
|
Income before income
tax expense |
|
|
27,409
|
|
|
|
25,184
|
|
|
|
21,337
|
|
|
|
7,226
|
|
|
|
4,717
|
|
Income tax expense
|
|
|
7,484
|
|
|
|
7,677
|
|
|
|
7,411
|
|
|
|
222
|
|
|
|
946
|
|
Net income
|
|
$
|
19,925
|
|
|
$
|
17,507
|
|
|
$
|
13,926
|
|
|
$
|
7,004
|
|
|
$
|
3,771
|
|
Net income available to common
stockholders |
|
$
|
19,784
|
|
|
$
|
17,226
|
|
|
$
|
13,106
|
|
|
$
|
6,423
|
|
|
$
|
3,204
|
|
Statement of Financial
Condition Data |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments available for sale
|
|
$
|
323,070
|
|
|
$
|
496,815
|
|
|
$
|
414,507
|
|
|
$
|
378,080
|
|
|
$
|
298,124
|
|
Investments held to maturity
|
|
|
215,286
|
|
|
|
58,064
|
|
|
|
72,233
|
|
|
|
|
|
|
|
|
|
Loans held for sale
|
|
|
|
|
|
|
1,491
|
|
|
|
1,018
|
|
|
|
333
|
|
|
|
|
|
Total loans
|
|
|
960,943
|
|
|
|
889,672
|
|
|
|
754,992
|
|
|
|
708,111
|
|
|
|
719,606
|
|
Allowance for loan losses
|
|
|
10,333
|
|
|
|
10,237
|
|
|
|
9,602
|
|
|
|
8,867
|
|
|
|
8,711
|
|
Goodwill and other intangible
assets |
|
|
16,828
|
|
|
|
16,858
|
|
|
|
16,902
|
|
|
|
16,959
|
|
|
|
17,028
|
|
Total assets
|
|
|
1,673,082
|
|
|
|
1,629,765
|
|
|
|
1,432,738
|
|
|
|
1,207,385
|
|
|
|
1,195,488
|
|
Deposits
|
|
|
1,342,005
|
|
|
|
1,306,922
|
|
|
|
1,121,415
|
|
|
|
860,332
|
|
|
|
813,705
|
|
Borrowings
|
|
|
146,000
|
|
|
|
146,000
|
|
|
|
161,000
|
|
|
|
212,855
|
|
|
|
269,253
|
|
Stockholders’ equity
|
|
|
168,584
|
|
|
|
160,691
|
|
|
|
135,916
|
|
|
|
120,957
|
|
|
|
101,749
|
|
Dividends
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends on Common Stock
|
|
$
|
4,254
|
|
|
$
|
2,778
|
|
|
$
|
1,955
|
|
|
$
|
1,800
|
|
|
$
|
2,434
|
|
Dividend payout ratio
|
|
|
21.50
|
%
|
|
|
16.13
|
%
|
|
|
14.92
|
%
|
|
|
28.02
|
%
|
|
|
75.97
|
%
|
Cash Dividends Per Share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends
|
|
$
|
0.280
|
|
|
$
|
0.195
|
|
|
$
|
0.12
|
|
|
$
|
0.12
|
|
|
$
|
0.18
|
|
Earnings Per Share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
1.21
|
|
|
$
|
1.05
|
|
|
$
|
0.80
|
|
|
$
|
0.43
|
|
|
$
|
0.24
|
|
Diluted
|
|
$
|
1.21
|
|
|
$
|
1.05
|
|
|
$
|
0.80
|
|
|
$
|
0.43
|
|
|
$
|
0.24
|
|
Weighted Average Common Shares
Outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
16,349,204
|
|
|
|
16,340,197
|
|
|
|
16,295,761
|
|
|
|
15,025,870
|
|
|
|
13,382,614
|
|
Diluted
|
|
|
16,385,692
|
|
|
|
16,351,046
|
|
|
|
16,314,899
|
|
|
|
15,027,159
|
|
|
|
13,385,416
|
|
Operating Ratios
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Return on average assets
|
|
|
1.22
|
%
|
|
|
1.14
|
%
|
|
|
1.05
|
%
|
|
|
0.59
|
%
|
|
|
0.31
|
%
|
Average stockholders’ equity to
average assets |
|
|
10.10
|
%
|
|
|
9.73
|
%
|
|
|
9.83
|
%
|
|
|
9.38
|
%
|
|
|
7.66
|
%
|
Return on average stockholders’ equity
|
|
|
12.08
|
%
|
|
|
11.69
|
%
|
|
|
10.73
|
%
|
|
|
6.30
|
%
|
|
|
4.02
|
%
|
Return on average tangible
stockholders’ equity (1) |
|
|
13.45
|
%
|
|
|
13.18
|
%
|
|
|
12.33
|
%
|
|
|
7.44
|
%
|
|
|
4.91
|
%
|
Book Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Book value per common share
|
|
$
|
9.61
|
|
|
$
|
9.14
|
|
|
$
|
7.63
|
|
|
$
|
6.83
|
|
|
$
|
6.32
|
|
Tangible book value per common
share (1) |
|
$
|
8.58
|
|
|
$
|
8.11
|
|
|
$
|
6.60
|
|
|
$
|
5.79
|
|
|
$
|
5.15
|
|
Non-Financial Information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stockholders of record
|
|
|
514
|
|
|
|
551
|
|
|
|
563
|
|
|
|
592
|
|
|
|
605
|
|
Full-time equivalent staff
|
|
|
166
|
|
|
|
178
|
|
|
|
163
|
|
|
|
159
|
|
|
|
160
|
|
31 | ||
(1) | Tangible book value per common share, which is a non-GAAP financial measure, is computed by dividing stockholders’ equity less preferred stock, goodwill and other intangible assets by common shares outstanding. The following table provides certain related reconciliations between Generally Accepted Accounting Principles (“GAAP”) measures (stockholders’ equity and book value per common share) and the related non-GAAP financial measures (tangible stockholders’ equity and tangible book value per common share): |
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
|||||
|
|
(Dollars in Thousands, Except per Share Data)
|
|
|||||||||||||
Common shares outstanding
|
|
|
16,369,012
|
|
|
16,347,915
|
|
|
16,332,327
|
|
|
16,289,832
|
|
|
14,572,029
|
|
Stockholders’ equity
|
|
$
|
168,584
|
|
$
|
160,691
|
|
$
|
135,916
|
|
$
|
120,957
|
|
$
|
101,749
|
|
Less: Preferred Stock
|
|
|
11,250
|
|
|
11,250
|
|
|
11,250
|
|
|
9,700
|
|
|
9,619
|
|
Less: Goodwill and other intangible assets
|
|
|
16,828
|
|
|
16,858
|
|
|
16,902
|
|
|
16,959
|
|
|
17,028
|
|
Tangible Common Stockholders’ Equity
|
|
$
|
140,506
|
|
$
|
132,583
|
|
$
|
107,764
|
|
$
|
94,298
|
|
$
|
75,102
|
|
Book value per common share
|
|
$
|
9.61
|
|
$
|
9.14
|
|
$
|
7.63
|
|
$
|
6.83
|
|
$
|
6.32
|
|
Less: Goodwill and other intangible assets
|
|
|
1.03
|
|
|
1.03
|
|
|
1.03
|
|
|
1.04
|
|
|
1.17
|
|
Tangible Book Value per Common Share
|
|
$
|
8.58
|
|
$
|
8.11
|
|
$
|
6.60
|
|
$
|
5.79
|
|
$
|
5.15
|
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
2009
|
|
|||||
|
|
(Dollars in Thousands)
|
|
|||||||||||||||||
Net income
|
|
$
|
19,925
|
|
|
$
|
17,507
|
|
|
$
|
13,926
|
|
|
$
|
7,004
|
|
|
$
|
3,771
|
|
Average stockholders’ equity
|
|
$
|
165,025
|
|
|
$
|
149,714
|
|
|
$
|
129,838
|
|
|
$
|
111,136
|
|
|
$
|
93,850
|
|
Less: Average goodwill and other intangible assets
|
|
|
16,842
|
|
|
|
16,879
|
|
|
|
16,930
|
|
|
|
16,993
|
|
|
|
17,069
|
|
Average Tangible Stockholders’ Equity
|
|
$
|
148,183
|
|
|
$
|
132,835
|
|
|
$
|
112,908
|
|
|
$
|
94,143
|
|
|
$
|
76,781
|
|
Return on average stockholders’ equity
|
|
|
12.08
|
%
|
|
|
11.69
|
%
|
|
|
10.73
|
%
|
|
|
6.30
|
%
|
|
|
4.02
|
%
|
Add: Average goodwill and other intangible assets
|
|
|
1.37
|
|
|
|
1.49
|
|
|
|
1.61
|
|
|
|
1.14
|
|
|
|
0.89
|
|
Return on Average Tangible Stockholders’ Equity
|
|
|
13.45
|
%
|
|
|
13.18
|
%
|
|
|
12.33
|
%
|
|
|
7.44
|
%
|
|
|
4.91
|
%
|
32 | ||
33 | ||
34 | ||
35 | ||
36 | ||
37 | ||
|
|
2013
|
|
|
2012
|
|
2011
|
|
||||||||||||||||||||
|
|
Amount
|
|
Increase
(Decrease) from Prior Year |
|
Percent Change
|
|
Amount
|
|
Increase
(Decrease) from Prior Year |
|
Percent Change
|
|
Amount
|
|
Increase
(Decrease) from Prior Year |
|
Percent Change
|
|
|||||||||
|
|
(Dollars in Thousands)
|
|
|||||||||||||||||||||||||
Interest income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment available-for-sale
|
|
$
|
13,833
|
|
$
|
(1,234)
|
|
|
(8.19)
|
|
$
|
15,067
|
|
$
|
1,018
|
|
|
7.25
|
|
$
|
14,049
|
|
$
|
2,990
|
|
|
27.04
|
|
Investment held-to-maturity
|
|
|
5,275
|
|
|
2,562
|
|
|
94.43
|
|
|
2,713
|
|
|
743
|
|
|
37.72
|
|
|
1,970
|
|
|
1,970
|
|
|
100.00
|
|
Loans, including fees
|
|
|
40,281
|
|
|
1,360
|
|
|
3.49
|
|
|
38,921
|
|
|
2,601
|
|
|
7.16
|
|
|
36,320
|
|
|
(880)
|
|
|
(2.37)
|
|
Other interest-bearing deposits
|
|
|
2
|
|
|
(6)
|
|
|
(75.00)
|
|
|
8
|
|
|
8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted investment in bank stocks
|
|
|
407
|
|
|
(45)
|
|
|
(9.96)
|
|
|
452
|
|
|
(12)
|
|
|
(2.59)
|
|
|
464
|
|
|
(104)
|
|
|
(18.31)
|
|
Total interest income
|
|
|
59,798
|
|
|
2,637
|
|
|
4.61
|
|
|
57,161
|
|
|
4,358
|
|
|
8.25
|
|
|
52,803
|
|
|
3,976
|
|
|
8.14
|
|
Interest expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits
|
|
|
5,219
|
|
|
(189)
|
|
|
(3.49)
|
|
|
5,408
|
|
|
(112)
|
|
|
(2.03)
|
|
|
5,520
|
|
|
(486)
|
|
|
(8.09)
|
|
Borrowings
|
|
|
5,863
|
|
|
(505)
|
|
|
(7.93)
|
|
|
6,368
|
|
|
(289)
|
|
|
(4.34)
|
|
|
6,657
|
|
|
(2,122)
|
|
|
(24.17)
|
|
Total interest expense
|
|
|
11,082
|
|
|
(694)
|
|
|
(5.89)
|
|
|
11,776
|
|
|
(401)
|
|
|
(3.29)
|
|
|
12,177
|
|
|
(2,608)
|
|
|
(17.64)
|
|
Net interest income on a
tax-equivalent basis |
|
|
48,716
|
|
|
3,331
|
|
|
7.34
|
|
|
45,385
|
|
|
4,759
|
|
|
11.71
|
|
|
40,626
|
|
|
6,584
|
|
|
19.34
|
|
Tax-equivalent adjustment
|
|
|
(2,530)
|
|
|
(641)
|
|
|
33.93
|
|
|
(1,889)
|
|
|
(1,013)
|
|
|
(115.64)
|
|
|
(876)
|
|
|
(763)
|
|
|
675.22
|
|
Net interest income
|
|
$
|
46,186
|
|
$
|
2,690
|
|
|
6.18
|
|
$
|
43,496
|
|
$
|
3,746
|
|
|
9.42
|
|
$
|
39,750
|
|
$
|
5,821
|
|
|
17.16
|
|
38 | ||
39 | ||
|
|
2013/2012
Increase (Decrease) Due to Change in: |
|
2012/2011
Increase (Decrease) Due to Change in: |
|
||||||||||||||
|
|
Average
Volume |
|
Average
Rate |
|
Net
Change |
|
Average
Volume |
|
Average
Rate |
|
Net
Change |
|
||||||
|
|
(Dollars in Thousands)
|
|
||||||||||||||||
Interest-earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available for sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxable
|
|
$
|
(742)
|
|
$
|
287
|
|
$
|
(455)
|
|
$
|
1,294
|
|
$
|
(2,368)
|
|
$
|
(1,074)
|
|
Non-Taxable
|
|
|
(839)
|
|
|
60
|
|
|
(779)
|
|
|
1,770
|
|
|
322
|
|
|
2,092
|
|
Held to maturity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxable
|
|
|
143
|
|
|
233
|
|
|
376
|
|
|
335
|
|
|
(320)
|
|
|
15
|
|
Non-Taxable
|
|
|
2,662
|
|
|
(476)
|
|
|
2,186
|
|
|
702
|
|
|
26
|
|
|
728
|
|
Loans, net of unearned discount
|
|
|
4,320
|
|
|
(2,960)
|
|
|
1,360
|
|
|
5,296
|
|
|
(2,695)
|
|
|
2,601
|
|
Other interest-bearing deposits
|
|
|
(6)
|
|
|
|
|
|
(6)
|
|
|
8
|
|
|
|
|
|
8
|
|
Restricted investment in bank
stocks |
|
|
(7)
|
|
|
(38)
|
|
|
(45)
|
|
|
(3)
|
|
|
(9)
|
|
|
(12)
|
|
Total interest-earning assets
|
|
|
5,531
|
|
|
(2,894)
|
|
|
2,637
|
|
|
9,402
|
|
|
(5,044)
|
|
|
4,358
|
|
Interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money market deposits
|
|
|
173
|
|
|
11
|
|
|
184
|
|
|
767
|
|
|
(220)
|
|
|
547
|
|
Savings deposits
|
|
|
(18)
|
|
|
(66)
|
|
|
(84)
|
|
|
54
|
|
|
(292)
|
|
|
(238)
|
|
Time deposits
|
|
|
(160)
|
|
|
(159)
|
|
|
(319)
|
|
|
(347)
|
|
|
(26)
|
|
|
(373)
|
|
Other interest-bearing deposits
|
|
|
76
|
|
|
(46)
|
|
|
30
|
|
|
277
|
|
|
(325)
|
|
|
(48)
|
|
Borrowings and subordinated
debentures |
|
|
(409)
|
|
|
(96)
|
|
|
(505)
|
|
|
(1,236)
|
|
|
947
|
|
|
(289)
|
|
Total interest-bearing liabilities
|
|
|
(338)
|
|
|
(356)
|
|
|
(694)
|
|
|
(485)
|
|
|
84
|
|
|
(401)
|
|
Change in net interest income
|
|
$
|
5,869
|
|
$
|
(2,538)
|
|
$
|
3,331
|
|
$
|
9,887
|
|
$
|
(5,128)
|
|
$
|
4,759
|
|
40 | ||
41 | ||
|
|
Years Ended December 31,
|
|
|||||||||||||||||||||||||||
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||||||||||||||||||||
(Tax-Equivalent Basis)
|
|
Average
Balance |
|
Income/
Expense |
|
|
Yield/
Rate |
|
|
Average
Balance |
|
Income/
Expense |
|
|
Yield/
Rate |
|
|
Average
Balance |
|
Income/
Expense |
|
|
Yield/
Rate |
|
||||||
|
|
(Dollars in Thousands)
|
|
|||||||||||||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment securities: (1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available for sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxable
|
|
$
|
374,361
|
|
$
|
11,027
|
|
|
2.95
|
%
|
|
$
|
399,739
|
|
$
|
11,482
|
|
|
2.87
|
%
|
|
$
|
359,939
|
|
$
|
12,556
|
|
|
3.49
|
%
|
Non-taxable
|
|
|
59,320
|
|
|
2,806
|
|
|
4.73
|
%
|
|
|
77,069
|
|
|
3,585
|
|
|
4.65
|
%
|
|
|
28,067
|
|
|
1,493
|
|
|
5.32
|
%
|
Held to maturity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxable
|
|
|
38,598
|
|
|
1,278
|
|
|
3.31
|
%
|
|
|
33,707
|
|
|
902
|
|
|
2.68
|
%
|
|
|
23,041
|
|
|
887
|
|
|
3.85
|
%
|
Non-taxable
|
|
|
87,175
|
|
|
3,997
|
|
|
4.59
|
%
|
|
|
30,824
|
|
|
1,811
|
|
|
5.88
|
%
|
|
|
18,869
|
|
|
1,083
|
|
|
5.74
|
%
|
Loans, net of unearned income: (2)
|
|
|
908,784
|
|
|
40,281
|
|
|
4.43
|
%
|
|
|
815,501
|
|
|
38,921
|
|
|
4.77
|
%
|
|
|
712,895
|
|
|
36,320
|
|
|
5.09
|
%
|
Other interest-bearing deposits
|
|
|
351
|
|
|
2
|
|
|
0.57
|
%
|
|
|
2,766
|
|
|
8
|
|
|
0.29
|
%
|
|
|
|
|
|
|
|
|
|
%
|
Restricted investment in bank stocks
|
|
|
8,983
|
|
|
407
|
|
|
4.53
|
%
|
|
|
9,120
|
|
|
452
|
|
|
4.96
|
%
|
|
|
9,185
|
|
|
464
|
|
|
5.05
|
%
|
Total interest-earning assets
|
|
|
1,477,572
|
|
|
59,798
|
|
|
4.05
|
%
|
|
|
1,368,726
|
|
|
57,161
|
|
|
4.18
|
%
|
|
|
1,151,996
|
|
|
52,803
|
|
|
4.58
|
%
|
Non-interest-earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and due from banks
|
|
|
82,447
|
|
|
|
|
|
|
|
|
|
100,469
|
|
|
|
|
|
|
|
|
|
99,607
|
|
|
|
|
|
|
|
Bank owned life insurance
|
|
|
35,217
|
|
|
|
|
|
|
|
|
|
30,668
|
|
|
|
|
|
|
|
|
|
28,405
|
|
|
|
|
|
|
|
Intangible assets
|
|
|
16,842
|
|
|
|
|
|
|
|
|
|
16,879
|
|
|
|
|
|
|
|
|
|
16,930
|
|
|
|
|
|
|
|
Other assets
|
|
|
31,427
|
|
|
|
|
|
|
|
|
|
31,703
|
|
|
|
|
|
|
|
|
|
33,984
|
|
|
|
|
|
|
|
Allowance for loan losses
|
|
|
(10,235)
|
|
|
|
|
|
|
|
|
|
(9,972)
|
|
|
|
|
|
|
|
|
|
(9,660)
|
|
|
|
|
|
|
|
Total non-interest earning assets
|
|
|
155,698
|
|
|
|
|
|
|
|
|
|
169,747
|
|
|
|
|
|
|
|
|
|
169,266
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
1,633,270
|
|
|
|
|
|
|
|
|
$
|
1,538,473
|
|
|
|
|
|
|
|
|
$
|
1,321,262
|
|
|
|
|
|
|
|
LIABILITIES & STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money market deposits
|
|
$
|
411,209
|
|
$
|
1,827
|
|
|
0.44
|
%
|
|
$
|
372,140
|
|
$
|
1,643
|
|
|
0.44
|
%
|
|
$
|
204,664
|
|
$
|
1,096
|
|
|
0.54
|
%
|
Savings deposits
|
|
|
185,793
|
|
|
613
|
|
|
0.33
|
%
|
|
|
190,744
|
|
|
697
|
|
|
0.37
|
%
|
|
|
179,759
|
|
|
935
|
|
|
0.52
|
%
|
Time deposits
|
|
|
172,444
|
|
|
1,582
|
|
|
0.92
|
%
|
|
|
189,060
|
|
|
1,901
|
|
|
1.01
|
%
|
|
|
223,560
|
|
|
2,274
|
|
|
1.02
|
%
|
Other interest-bearing deposits
|
|
|
298,530
|
|
|
1,197
|
|
|
0.40
|
%
|
|
|
279,631
|
|
|
1,167
|
|
|
0.42
|
%
|
|
|
221,839
|
|
|
1,215
|
|
|
0.55
|
%
|
Short-term and long-term borrowings
|
|
|
146,425
|
|
|
5,705
|
|
|
3.90
|
%
|
|
|
156,905
|
|
|
6,200
|
|
|
3.95
|
%
|
|
|
190,343
|
|
|
6,497
|
|
|
3.41
|
%
|
Subordinated debentures
|
|
|
5,155
|
|
|
158
|
|
|
3.06
|
%
|
|
|
5,155
|
|
|
168
|
|
|
3.26
|
%
|
|
|
5,155
|
|
|
160
|
|
|
3.10
|
%
|
Total interest-bearing liabilities
|
|
|
1,219,556
|
|
|
11,082
|
|
|
0.91
|
%
|
|
|
1,193,635
|
|
|
11,776
|
|
|
0.99
|
%
|
|
|
1,025,320
|
|
|
12,177
|
|
|
1.19
|
%
|
Non-interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Demand deposits
|
|
|
233,835
|
|
|
|
|
|
|
|
|
|
182,642
|
|
|
|
|
|
|
|
|
|
159,059
|
|
|
|
|
|
|
|
Other liabilities
|
|
|
14,854
|
|
|
|
|
|
|
|
|
|
12,482
|
|
|
|
|
|
|
|
|
|
7,045
|
|
|
|
|
|
|
|
Total non-interest-bearing liabilities
|
|
|
248,689
|
|
|
|
|
|
|
|
|
|
195,124
|
|
|
|
|
|
|
|
|
|
166,104
|
|
|
|
|
|
|
|
Stockholders’ equity
|
|
|
165,025
|
|
|
|
|
|
|
|
|
|
149,714
|
|
|
|
|
|
|
|
|
|
129,838
|
|
|
|
|
|
|
|
Total liabilities and stockholders’ equity
|
|
$
|
1,633,270
|
|
|
|
|
|
|
|
|
$
|
1,538,473
|
|
|
|
|
|
|
|
|
$
|
1,321,262
|
|
|
|
|
|
|
|
Net interest income (tax-equivalent basis)
|
|
|
|
|
|
48,716
|
|
|
|
|
|
|
|
|
|
45,385
|
|
|
|
|
|
|
|
|
|
40,626
|
|
|
|
|
Net interest spread
|
|
|
|
|
|
|
|
|
3.14
|
%
|
|
|
|
|
|
|
|
|
3.19
|
%
|
|
|
|
|
|
|
|
|
3.39
|
%
|
Net interest income as percent of earning
assets (margin) |
|
|
|
|
|
|
|
|
3.30
|
%
|
|
|
|
|
|
|
|
|
3.32
|
%
|
|
|
|
|
|
|
|
|
3.53
|
%
|
Tax-equivalent adjustment (3)
|
|
|
|
|
|
(2,530)
|
|
|
|
|
|
|
|
|
|
(1,889)
|
|
|
|
|
|
|
|
|
|
(876)
|
|
|
|
|
Net interest income
|
|
|
|
|
$
|
46,186
|
|
|
|
|
|
|
|
|
$
|
43,496
|
|
|
|
|
|
|
|
|
$
|
39,750
|
|
|
|
|
(1) | Average balances for available-for-sale securities are based on amortized cost. |
(2) | Average balances for loans include loans on non-accrual status. |
(3) | The tax-equivalent adjustment was computed based on a statutory Federal income tax rate of 35 percent for 2013 and 2012 and 34 percent for 2011. |
42 | ||
43 | ||
44 | ||
|
|
Due in 1 year or less
|
|
|
Due after 1 year
through 5 years |
|
|
Due after 5 years
through 10 years |
|
|
Due after 10 years
|
|
|
Total
|
|
|||||||||||||||||||
|
|
Amortized
Cost |
|
Weighted
Average Yield |
|
|
Amortized
Cost |
|
Weighted
Average Yield |
|
|
Amortized
Cost |
|
Weighted
Average Yield |
|
|
Amortized
Cost |
|
Weighted
Average Yield |
|
|
Amortized
Cost |
|
Weighted
Average Yield |
|
|
Market
Value |
|
||||||
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment Securities Available-for-Sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury and Agency Securities
|
|
$
|
|
|
|
%
|
|
$
|
|
|
|
%
|
|
$
|
14,344
|
|
2.25
|
%
|
|
$
|
|
|
|
%
|
|
$
|
14,344
|
|
2.25
|
%
|
|
$
|
13,519
|
|
Federal Agency Obligations
|
|
|
|
|
|
|
|
|
2,828
|
|
1.75
|
|
|
|
835
|
|
1.72
|
|
|
|
16,904
|
|
2.22
|
|
|
|
20,567
|
|
2.14
|
|
|
|
19,941
|
|
Residential Mortgage Pass-through Securities
|
|
|
|
|
|
|
|
|
223
|
|
2.11
|
|
|
|
5,021
|
|
2.33
|
|
|
|
43,068
|
|
2.62
|
|
|
|
48,312
|
|
2.59
|
|
|
|
48,874
|
|
Commercial Mortgage Pass-through
Securities |
|
|
|
|
|
|
|
|
4,064
|
|
2.11
|
|
|
|
|
|
|
|
|
|
3,081
|
|
2.63
|
|
|
|
7,145
|
|
2.33
|
|
|
|
6,991
|
|
Obligations of U.S. States and Political
Subdivisions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,758
|
|
3.10
|
|
|
|
25,046
|
|
3.58
|
|
|
|
30,804
|
|
3.49
|
|
|
|
31,460
|
|
Trust Preferred
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,500
|
|
5.37
|
|
|
|
15,263
|
|
5.89
|
|
|
|
19,763
|
|
5.77
|
|
|
|
19,403
|
|
Corporate Bonds and Notes
|
|
|
9,588
|
|
1.95
|
|
|
|
54,027
|
|
2.68
|
|
|
|
90,567
|
|
4.40
|
|
|
|
|
|
|
|
|
|
154,182
|
|
3.64
|
|
|
|
158,630
|
|
Asset-backed Securities
|
|
|
|
|
|
|
|
|
5,148
|
|
0.93
|
|
|
|
7,234
|
|
1.07
|
|
|
|
3,351
|
|
1.73
|
|
|
|
15,733
|
|
1.16
|
|
|
|
15,979
|
|
Certificates of deposit
|
|
|
150
|
|
1.38
|
|
|
|
1,203
|
|
1.81
|
|
|
|
527
|
|
2.25
|
|
|
|
370
|
|
2.52
|
|
|
|
2,250
|
|
2.00
|
|
|
|
2,262
|
|
Equity Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
376
|
|
|
|
|
|
376
|
|
|
|
|
|
287
|
|
Other Securities
|
|
|
|
|
|
|
|
|
2,500
|
|
|
|
|
|
|
|
|
|
|
|
3,171
|
|
|
|
|
|
5,671
|
|
|
|
|
|
5,724
|
|
Total
|
|
$
|
9,738
|
|
1.94
|
%
|
|
$
|
69,993
|
|
2.37
|
%
|
|
$
|
128,786
|
|
3.84
|
%
|
|
$
|
110,630
|
|
3.12
|
%
|
|
$
|
319,147
|
|
3.21
|
%
|
|
$
|
323,070
|
|
Investment Securities Held-to-Maturity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury and Agency Securities
|
|
$
|
|
|
|
%
|
|
$
|
|
|
|
%
|
|
$
|
28,056
|
|
2.51
|
%
|
|
$
|
|
|
|
%
|
|
$
|
28,056
|
|
2.51
|
%
|
|
$
|
27,037
|
|
Federal Agency Obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,249
|
|
2.85
|
|
|
|
15,249
|
|
2.85
|
|
|
|
14,883
|
|
Residential Mortgage Pass-through Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,246
|
|
2.76
|
|
|
|
2,246
|
|
2.76
|
|
|
|
2,182
|
|
Commercial Mortgage Pass-through
Securities |
|
|
|
|
|
|
|
|
2,960
|
|
2.23
|
|
|
|
1,457
|
|
2.28
|
|
|
|
|
|
|
|
|
|
4,417
|
|
2.25
|
|
|
|
4,396
|
|
Obligations of U.S. States and Political
Subdivisions |
|
|
2,061
|
|
0.85
|
|
|
|
2,480
|
|
4.13
|
|
|
|
9,803
|
|
2.51
|
|
|
|
113,074
|
|
3.11
|
|
|
|
127,418
|
|
3.05
|
|
|
|
125,033
|
|
Corporate Bonds and Notes
|
|
|
|
|
|
|
|
|
10,067
|
|
2.83
|
|
|
|
27,833
|
|
3.80
|
|
|
|
|
|
|
|
|
|
37,900
|
|
3.54
|
|
|
|
37,427
|
|
Total
|
|
$
|
2,061
|
|
0.85
|
%
|
|
$
|
15,507
|
|
2.92
|
%
|
|
$
|
67,149
|
|
3.04
|
%
|
|
$
|
130,569
|
|
3.07
|
%
|
|
$
|
215,286
|
|
3.03
|
%
|
|
$
|
210,958
|
|
Total Investment Securities
|
|
$
|
11,799
|
|
1.75
|
%
|
|
$
|
85,500
|
|
2.47
|
%
|
|
$
|
195,935
|
|
3.57
|
%
|
|
$
|
241,199
|
|
3.09
|
%
|
|
$
|
534,433
|
|
3.14
|
%
|
|
$
|
534,028
|
|
45 | ||
|
|
2013
|
|
2012
|
|
2011
|
|
|||
|
|
|
(Dollars in Thousands)
|
|
||||||
Investment Securities Available-for-Sale:
|
|
|
|
|
|
|
|
|
|
|
U.S. treasury & agency securities
|
|
$
|
13,519
|
|
$
|
11,909
|
|
$
|
|
|
Federal agency obligations
|
|
|
19,941
|
|
|
20,535
|
|
|
24,969
|
|
Residential mortgage pass-through securities
|
|
|
48,874
|
|
|
53,784
|
|
|
115,364
|
|
Commercial mortgage pass-through securities
|
|
|
6,991
|
|
|
9,969
|
|
|
|
|
Obligations of U.S. States and political subdivisions
|
|
|
31,460
|
|
|
107,714
|
|
|
69,173
|
|
Trust preferred securities
|
|
|
19,403
|
|
|
21,249
|
|
|
16,187
|
|
Corporate bonds and notes
|
|
|
158,630
|
|
|
237,405
|
|
|
173,117
|
|
Collateralized mortgage obligations
|
|
|
|
|
|
2,120
|
|
|
1,899
|
|
Asset-backed securities
|
|
|
15,979
|
|
|
19,742
|
|
|
7,653
|
|
Certificates of deposit
|
|
|
2,262
|
|
|
2,865
|
|
|
|
|
Equity securities
|
|
|
287
|
|
|
325
|
|
|
262
|
|
Other securities
|
|
|
5,724
|
|
|
9,198
|
|
|
5,883
|
|
Total
|
|
$
|
323,070
|
|
$
|
496,815
|
|
$
|
414,507
|
|
Investment Securities Held-to-Maturity:
|
|
|
|
|
|
|
|
|
|
|
U.S. treasury & agency securities
|
|
$
|
28,056
|
|
$
|
|
|
$
|
|
|
Federal agency obligations
|
|
|
15,249
|
|
|
4,178
|
|
|
28,262
|
|
Residential mortgage pass-through securities
|
|
|
2,246
|
|
|
|
|
|
|
|
Commercial mortgage-backed securities
|
|
|
4,417
|
|
|
5,501
|
|
|
6,276
|
|
Obligations of U.S. States and political subdivisions
|
|
|
127,418
|
|
|
48,385
|
|
|
37,695
|
|
Corporate bonds and notes
|
|
|
37,900
|
|
|
|
|
|
|
|
Total
|
|
$
|
215,286
|
|
$
|
58,064
|
|
$
|
72,233
|
|
Total investment securities
|
|
$
|
538,356
|
|
$
|
554,879
|
|
$
|
486,740
|
|
46 | ||
|
|
December 31,
|
|
|||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
|||||
|
|
(Dollars in Thousands)
|
|
|||||||||||||
Commercial and industrial
|
|
$
|
229,688
|
|
$
|
181,682
|
|
$
|
146,711
|
|
$
|
121,043
|
|
$
|
117,841
|
|
Commercial real estate
|
|
|
536,539
|
|
|
497,392
|
|
|
408,164
|
|
|
371,983
|
|
|
358,987
|
|
Construction
|
|
|
42,722
|
|
|
40,277
|
|
|
39,388
|
|
|
49,467
|
|
|
51,139
|
|
Residential mortgage
|
|
|
150,571
|
|
|
169,094
|
|
|
159,753
|
|
|
164,847
|
|
|
190,803
|
|
Installment
|
|
|
1,084
|
|
|
1,104
|
|
|
959
|
|
|
513
|
|
|
445
|
|
Subtotal
|
|
|
960,604
|
|
|
889,549
|
|
|
754,975
|
|
|
707,853
|
|
|
719,215
|
|
Net deferred loan costs
|
|
|
339
|
|
|
123
|
|
|
17
|
|
|
258
|
|
|
391
|
|
Total loans
|
|
|
960,943
|
|
|
889,672
|
|
|
754,992
|
|
|
708,111
|
|
|
719,606
|
|
Less: allowance for loan losses
|
|
|
10,333
|
|
|
10,237
|
|
|
9,602
|
|
|
8,867
|
|
|
8,711
|
|
Net loans
|
|
$
|
950,610
|
|
$
|
879,435
|
|
$
|
745,390
|
|
$
|
699,244
|
|
$
|
710,895
|
|
47 | ||
|
|
At December 31, 2013, Maturing
|
|
||||||||||
|
|
In
One Year or Less |
|
After
One Year through Five Years |
|
After
Five Years |
|
Total
|
|
||||
|
|
(Dollars in Thousands)
|
|
||||||||||
Commercial and industrial
|
|
$
|
121,628
|
|
$
|
52,219
|
|
$
|
55,841
|
|
$
|
229,688
|
|
Commercial real estate
|
|
|
22,910
|
|
|
108,786
|
|
|
404,843
|
|
|
536,539
|
|
Construction
|
|
|
31,994
|
|
|
10,728
|
|
|
|
|
|
42,722
|
|
Residential mortgage
|
|
|
911
|
|
|
9,594
|
|
|
140,066
|
|
|
150,571
|
|
Installment
|
|
|
745
|
|
|
225
|
|
|
114
|
|
|
1,084
|
|
Total
|
|
$
|
178,188
|
|
$
|
181,552
|
|
$
|
600,864
|
|
$
|
960,604
|
|
Loans with:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed rates
|
|
$
|
36,203
|
|
$
|
119,477
|
|
$
|
133,678
|
|
$
|
289,358
|
|
Variable rates
|
|
|
141,985
|
|
|
62,075
|
|
|
467,186
|
|
|
671,246
|
|
Total
|
|
$
|
178,188
|
|
$
|
181,552
|
|
$
|
600,864
|
|
$
|
960,604
|
|
48 | ||
49 | ||
|
|
Years Ended December 31,
|
|
|||||||||||||||||
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
2009
|
|
|||||
|
|
(Dollars in Thousands)
|
|
|||||||||||||||||
Average loans outstanding
|
|
$
|
960,943
|
|
|
$
|
815,501
|
|
|
$
|
712,895
|
|
|
$
|
708,425
|
|
|
$
|
692,562
|
|
Total loans at end of period
|
|
$
|
908,784
|
|
|
$
|
889,672
|
|
|
$
|
754,992
|
|
|
$
|
708,111
|
|
|
$
|
719,606
|
|
Analysis of the Allowance for Loan Losses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at the beginning of year
|
|
$
|
10,237
|
|
|
$
|
9,602
|
|
|
$
|
8,867
|
|
|
$
|
8,711
|
|
|
$
|
6,254
|
|
Charge-offs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and Construction
|
|
|
132
|
|
|
|
57
|
|
|
|
1,985
|
|
|
|
3,348
|
|
|
|
2,122
|
|
Residential
|
|
|
175
|
|
|
|
454
|
|
|
|
23
|
|
|
|
1,552
|
|
|
|
4
|
|
Installment loans
|
|
|
22
|
|
|
|
16
|
|
|
|
20
|
|
|
|
40
|
|
|
|
26
|
|
Total charge-offs
|
|
|
329
|
|
|
|
527
|
|
|
|
2,028
|
|
|
|
4,940
|
|
|
|
2,152
|
|
Recoveries:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and Construction
|
|
|
69
|
|
|
|
620
|
|
|
|
255
|
|
|
|
13
|
|
|
|
2
|
|
Residential
|
|
|
0
|
|
|
|
210
|
|
|
|
53
|
|
|
|
1
|
|
|
|
4
|
|
Installment loans
|
|
|
6
|
|
|
|
7
|
|
|
|
7
|
|
|
|
6
|
|
|
|
6
|
|
Total recoveries
|
|
|
75
|
|
|
|
837
|
|
|
|
315
|
|
|
|
20
|
|
|
|
12
|
|
Net charge-offs (recoveries)
|
|
|
254
|
|
|
|
(310)
|
|
|
|
1,713
|
|
|
|
4,920
|
|
|
|
2,140
|
|
Provision for loan losses
|
|
|
350
|
|
|
|
325
|
|
|
|
2,448
|
|
|
|
5,076
|
|
|
|
4,597
|
|
Balance at end of year
|
|
$
|
10,333
|
|
|
$
|
10,237
|
|
|
$
|
9,602
|
|
|
$
|
8,867
|
|
|
$
|
8,711
|
|
Ratio of net charge-offs (recoveries)during
the year to average loans outstanding during the year |
|
|
0.03
|
%
|
|
|
(0.04)
|
%
|
|
|
0.24
|
%
|
|
|
0.69
|
%
|
|
|
0.31
|
%
|
Allowance for loan losses as a percentage
of total loans at end of year |
|
|
1.08
|
%
|
|
|
1.15
|
%
|
|
|
1.27
|
%
|
|
|
1.25
|
%
|
|
|
1.21
|
%
|
|
|
Commercial
|
|
Real Estate
Residential Mortgage |
|
Installment
|
|
Unallocated
|
|
||||||||||||||||
|
|
|
Amount of
Allowance |
|
Loans to
Total Loans % |
|
Amount of
Allowance |
|
Loans to
Total Loans % |
|
Amount of
Allowance |
|
Loans to
Total Loans % |
|
Amount of
Allowance |
|
Total
|
|
|||||||
|
|
(Dollars in Thousands)
|
|
||||||||||||||||||||||
2013
|
|
$
|
7,806
|
|
|
84.2
|
|
$
|
990
|
|
|
15.7
|
|
$
|
146
|
|
|
0.1
|
|
$
|
1,391
|
|
$
|
10,333
|
|
2012
|
|
|
7,944
|
|
|
80.9
|
|
|
1,528
|
|
|
19.0
|
|
|
114
|
|
|
0.1
|
|
|
651
|
|
|
10,237
|
|
2011
|
|
|
8,206
|
|
|
78.7
|
|
|
1,263
|
|
|
21.2
|
|
|
51
|
|
|
0.1
|
|
|
82
|
|
|
9,602
|
|
2010
|
|
|
7,538
|
|
|
76.6
|
|
|
1,038
|
|
|
23.3
|
|
|
52
|
|
|
0.1
|
|
|
239
|
|
|
8,867
|
|
2009
|
|
|
7,314
|
|
|
73.4
|
|
|
1,242
|
|
|
26.5
|
|
|
56
|
|
|
0.1
|
|
|
99
|
|
|
8,711
|
|
50 | ||
|
|
At December 31,
|
|
|||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
|||||
|
|
(Dollars in Thousands)
|
|
|||||||||||||
Non-accrual loans
|
|
$
|
3,137
|
|
$
|
3,616
|
|
$
|
6,871
|
|
$
|
11,174
|
|
$
|
11,245
|
|
Accruing loans past due 90 days
or more |
|
|
|
|
|
55
|
|
|
1,029
|
|
|
714
|
|
|
39
|
|
Total non-performing loans
|
|
|
3,137
|
|
|
3,671
|
|
|
7,900
|
|
|
11,888
|
|
|
11,284
|
|
OREO
|
|
|
220
|
|
|
1,300
|
|
|
591
|
|
|
|
|
|
|
|
Total non-performing assets
|
|
$
|
3,357
|
|
$
|
4,971
|
|
$
|
8,491
|
|
$
|
11,888
|
|
$
|
11,284
|
|
Troubled debt restructuring
performing |
|
$
|
5,746
|
|
$
|
6,813
|
|
$
|
7,459
|
|
$
|
7,035
|
|
$
|
966
|
|
51 | ||
|
|
December 31,
|
|
|||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
|||||
|
|
(Dollars in Thousands)
|
|
|||||||||||||
Commercial
|
|
$
|
|
|
$
|
|
|
$
|
1,029
|
|
$
|
|
|
$
|
|
|
Residential
|
|
|
|
|
|
55
|
|
|
|
|
|
714
|
|
|
39
|
|
Installment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total accruing loans 90 days or more past due
|
|
$
|
|
|
$
|
55
|
|
$
|
1,029
|
|
$
|
714
|
|
$
|
39
|
|
52 | ||
|
|
Years Ended December 31,
|
|
|||||||||||||||||
|
|
2013
|
|
2012
|
|
% Change
|
|
|
2012
|
|
2011
|
|
% Change
|
|
||||||
|
|
(Dollars in Thousands)
|
|
|||||||||||||||||
Service charges, commissions and fees
|
|
$
|
1,873
|
|
$
|
1,775
|
|
|
5.52
|
%
|
|
$
|
1,775
|
|
$
|
1,896
|
|
|
(6.38)
|
%
|
Annuity & insurance commissions
|
|
|
489
|
|
|
204
|
|
|
139.71
|
|
|
|
204
|
|
|
110
|
|
|
85.45
|
|
Bank-owned life insurance
|
|
|
1,364
|
|
|
1,018
|
|
|
33.99
|
|
|
|
1,018
|
|
|
1,038
|
|
|
(1.93)
|
|
Net securities gains
|
|
|
1,711
|
|
|
2,012
|
|
|
(14.96)
|
|
|
|
2,012
|
|
|
3,634
|
|
|
(44.63)
|
|
Loan related fees
|
|
|
839
|
|
|
510
|
|
|
64.51
|
|
|
|
510
|
|
|
432
|
|
|
18.06
|
|
Net gains on sales of loans held for sale
|
|
|
294
|
|
|
484
|
|
|
(39.26)
|
|
|
|
484
|
|
|
251
|
|
|
92.83
|
|
Bargain gain on acquisition
|
|
|
|
|
|
899
|
|
|
(100.00)
|
|
|
|
899
|
|
|
|
|
|
100.00
|
|
Other
|
|
|
281
|
|
|
308
|
|
|
(8.77)
|
|
|
|
308
|
|
|
117
|
|
|
163.25
|
|
Total other income
|
|
$
|
6,851
|
|
$
|
7,210
|
|
|
(4.98)
|
%
|
|
$
|
7,210
|
|
$
|
7,478
|
|
|
(3.58)
|
%
|
53 | ||
|
|
Year Ended December 31,
|
|
|||||||||||||||||||||
|
|
2013
|
|
|
2012
|
|
|
% Change
|
|
|
2012
|
|
|
2011
|
|
|
% Change
|
|
||||||
|
|
(Dollars in Thousands)
|
|
|||||||||||||||||||||
Salaries and employee benefits
|
|
$
|
13,465
|
|
|
$
|
12,571
|
|
|
|
7.11
|
%
|
|
$
|
12,571
|
|
|
$
|
11,527
|
|
|
|
9.06
|
%
|
Occupancy and equipment
|
|
|
3,518
|
|
|
|
2,987
|
|
|
|
17.78
|
|
|
|
2,987
|
|
|
|
2,947
|
|
|
|
1.36
|
|
FDIC insurance
|
|
|
1,098
|
|
|
|
1,154
|
|
|
|
(4.85)
|
|
|
|
1,154
|
|
|
|
1,712
|
|
|
|
(32.59)
|
|
Professional and consulting
|
|
|
1,111
|
|
|
|
1,077
|
|
|
|
3.16
|
|
|
|
1,077
|
|
|
|
1,156
|
|
|
|
(6.83)
|
|
Stationery and printing
|
|
|
333
|
|
|
|
349
|
|
|
|
(4.58)
|
|
|
|
349
|
|
|
|
368
|
|
|
|
(5.16)
|
|
Marketing and advertising
|
|
|
304
|
|
|
|
186
|
|
|
|
63.44
|
|
|
|
186
|
|
|
|
131
|
|
|
|
41.98
|
|
Computer expense
|
|
|
1,422
|
|
|
|
1,419
|
|
|
|
0.21
|
|
|
|
1,419
|
|
|
|
1,312
|
|
|
|
8.16
|
|
OREO expense, net
|
|
|
137
|
|
|
|
150
|
|
|
|
(8.67)
|
|
|
|
150
|
|
|
|
398
|
|
|
|
(62.31)
|
|
Repurchase agreement prepayment
and termination fee |
|
|
|
|
|
|
1,012
|
|
|
|
(100.00)
|
|
|
|
1,012
|
|
|
|
|
|
|
|
100.00
|
|
Acquisition cost
|
|
|
|
|
|
|
482
|
|
|
|
(100.00)
|
|
|
|
482
|
|
|
|
|
|
|
|
100.00
|
|
Other
|
|
|
3,890
|
|
|
|
3,810
|
|
|
|
2.10
|
|
|
|
3,810
|
|
|
|
3,892
|
|
|
|
(2.11)
|
|
Total other expense
|
|
$
|
25,278
|
|
|
$
|
25,197
|
|
|
|
0.32
|
%
|
|
$
|
25,197
|
|
|
$
|
23,443
|
|
|
|
7.48
|
%
|
54 | ||
55 | ||
56 | ||
57 | ||
|
|
Expected Maturity/Principal Repayment December 31,
|
|
|||||||||||||||||||||||||||||||||
|
|
Average
Interest Rate |
|
|
Year
End 2014 |
|
|
Year
End 2015 |
|
|
Year
End 2016 |
|
|
Year
End 2017 |
|
|
Year
End 2018 |
|
|
2019
and Thereafter |
|
|
Total
Balance |
|
|
Estimated
Fair Value |
|
|||||||||
|
(Dollars in Thousands)
|
|
||||||||||||||||||||||||||||||||||
Interest-Earning Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans, net
|
|
|
4.42
|
%
|
|
$
|
343,557
|
|
|
$
|
110,140
|
|
|
$
|
85,347
|
|
|
$
|
87,235
|
|
|
$
|
124,630
|
|
|
$
|
199,701
|
|
|
$
|
950,610
|
|
|
$
|
948,606
|
|
Investments
|
|
|
2.99
|
%
|
|
|
69,678
|
|
|
|
32,086
|
|
|
|
53,108
|
|
|
|
29,752
|
|
|
|
27,951
|
|
|
|
325,781
|
|
|
|
538,356
|
|
|
|
534,028
|
|
Total interest-earning assets
|
|
|
|
|
|
$
|
413,235
|
|
|
$
|
142,226
|
|
|
$
|
138,455
|
|
|
$
|
116,987
|
|
|
$
|
152,581
|
|
|
$
|
525,482
|
|
|
$
|
1,488,966
|
|
|
$
|
1,482,634
|
|
Interest-Bearing Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Time certificates of deposit of
$100,000 or greater |
|
|
0.88
|
%
|
|
$
|
62,473
|
|
|
$
|
16,434
|
|
|
$
|
16,817
|
|
|
$
|
3,720
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
99,444
|
|
|
$
|
100,194
|
|
Time certificates of deposit of
less than $100,000 |
|
|
1.36
|
%
|
|
|
39,633
|
|
|
|
9,238
|
|
|
|
2,948
|
|
|
|
656
|
|
|
|
34
|
|
|
|
|
|
|
|
52,509
|
|
|
|
52,905
|
|
Other interest-bearing deposits
|
|
|
0.41
|
%
|
|
|
207,650
|
|
|
|
206,551
|
|
|
|
155,746
|
|
|
|
106,746
|
|
|
|
79,313
|
|
|
|
434,046
|
|
|
|
1,190,052
|
|
|
|
1,190,052
|
|
Subordinated debentures
|
|
|
3.06
|
%
|
|
|
5,155
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,155
|
|
|
|
5,143
|
|
Securities sold under agreements
torepurchase and Fed Funds Purchased |
|
|
5.90
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
|
16,000
|
|
|
|
|
|
|
|
31,000
|
|
|
|
33,430
|
|
Term borrowings
|
|
|
3.26
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
35,000
|
|
|
|
40,000
|
|
|
|
40,000
|
|
|
|
115,000
|
|
|
|
124,010
|
|
Total interest-bearing liabilities
|
|
|
|
|
|
$
|
314,911
|
|
|
$
|
232,223
|
|
|
$
|
175,511
|
|
|
$
|
161,122
|
|
|
$
|
135,347
|
|
|
$
|
474,046
|
|
|
$
|
1,493,160
|
|
|
$
|
1,505,734
|
|
Cumulative interest-earning
assets |
|
|
|
|
|
$
|
413,235
|
|
|
$
|
555,461
|
|
|
$
|
693,916
|
|
|
$
|
810,903
|
|
|
$
|
963,484
|
|
|
$
|
1,488,966
|
|
|
$
|
1,434,314
|
|
|
|
|
|
Cumulative interest-bearing
liabilities |
|
|
|
|
|
|
314,911
|
|
|
|
547,134
|
|
|
|
722,645
|
|
|
|
883,767
|
|
|
|
1,019,114
|
|
|
|
1,493,160
|
|
|
|
1,243,006
|
|
|
|
|
|
Rate sensitivity gap
|
|
|
|
|
|
|
98,324
|
|
|
|
(89,997)
|
|
|
|
(37,056)
|
|
|
|
(44,135)
|
|
|
|
17,234
|
|
|
|
51,436
|
|
|
|
191,308
|
|
|
|
|
|
Cumulative rate sensitivity gap
|
|
|
|
|
|
|
98,324
|
|
|
|
8,327
|
|
|
|
(28,729)
|
|
|
|
(72,864)
|
|
|
|
(55,630)
|
|
|
|
(4,194)
|
|
|
|
(4,194)
|
|
|
|
|
|
Cumulative gap ratio
|
|
|
|
|
|
|
1.31
|
%
|
|
|
1.02
|
%
|
|
|
0.96
|
%
|
|
|
0.92
|
%
|
|
|
0.95
|
%
|
|
|
1.00
|
%
|
|
|
1.00
|
%
|
|
|
|
|
58 | ||
59 | ||
|
|
December 31,
|
|
|
Net Change
Volume 2013 vs. 2012 |
|
||||||||||||||
|
|
2013
|
|
|
2012
|
|
|
|
|
|
||||||||||
|
|
Amount
|
|
Percentage
|
|
|
Amount
|
|
Percentage
|
|
|
|
|
|
||||||
|
|
(Dollars in Thousands)
|
|
|||||||||||||||||
Demand Deposits
|
|
$
|
227,370
|
|
|
|
30.3
|
%
|
|
$
|
215,071
|
|
|
|
30.7
|
%
|
|
$
|
12,299
|
|
Interest-Bearing Demand
|
|
|
266,613
|
|
|
|
35.5
|
|
|
|
217,922
|
|
|
|
31.2
|
|
|
|
48,691
|
|
Regular Savings
|
|
|
102,721
|
|
|
|
13.7
|
|
|
|
110,896
|
|
|
|
15.8
|
|
|
|
(8,175)
|
|
Money Market Deposits under
$100 |
|
|
153,502
|
|
|
|
20.5
|
|
|
|
156,009
|
|
|
|
22.3
|
|
|
|
(2,507)
|
|
Total core deposits
|
|
$
|
750,206
|
|
|
|
100.0
|
%
|
|
$
|
699,898
|
|
|
|
100.0
|
%
|
|
$
|
50,308
|
|
Total deposits
|
|
$
|
1,342,005
|
|
|
|
|
|
|
$
|
1,306,922
|
|
|
|
|
|
|
$
|
35,083
|
|
Core deposits to total deposits
|
|
|
55.90
|
%
|
|
|
|
|
|
|
53.55
|
%
|
|
|
|
|
|
|
|
|
60 | ||
|
|
December 31,
|
|
|||||||||
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||
|
|
(Dollars in Thousands)
|
|
|||||||||
Short-term securities sold under repurchase
agreements,including Federal Funds purchased: |
|
|
|
|
|
|
|
|
|
|
|
|
Average interest rate:
|
|
|
|
|
|
|
|
|
|
|
|
|
At year end
|
|
|
|
%
|
|
|
|
%
|
|
|
|
%
|
For the year
|
|
|
0.32
|
%
|
|
|
0.48
|
%
|
|
|
0.27
|
%
|
Average amount outstanding during the year
|
|
$
|
425
|
|
|
$
|
181
|
|
|
$
|
29,288
|
|
Maximum amount outstanding at any month end
|
|
$
|
-
|
|
|
$
|
10,050
|
|
|
$
|
71,732
|
|
Amount outstanding at year end
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
61 | ||
|
|
Total
|
|
Less Than
1 Year |
|
1 3 Years
|
|
4 5 Years
|
|
After
5 Years |
|
|||||
|
|
(Dollars in Thousands)
|
|
|||||||||||||
Contractual Obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating lease obligations
|
|
$
|
11,543
|
|
$
|
920
|
|
$
|
1,735
|
|
$
|
1,599
|
|
$
|
7,289
|
|
Total contracted cost obligations
|
|
$
|
11,543
|
|
$
|
920
|
|
$
|
1,735
|
|
$
|
1,599
|
|
$
|
7,289
|
|
Other Long-term Liabilities/Long-term
Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Time Deposits
|
|
$
|
151,953
|
|
$
|
102,106
|
|
$
|
45,437
|
|
$
|
4,410
|
|
$
|
|
|
Federal Home Loan Bank advances and
repurchase agreements |
|
|
146,000
|
|
|
|
|
|
50,000
|
|
|
56,000
|
|
|
40,000
|
|
Subordinated debentures
|
|
|
5,155
|
|
|
|
|
|
|
|
|
|
|
|
5,155
|
|
Total Other Long-term
Liabilities/Long-term Debt |
|
$
|
303,108
|
|
$
|
102,106
|
|
$
|
95,437
|
|
$
|
60,410
|
|
$
|
45,155
|
|
Other Commercial Commitments
Off Balance Sheet |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments under commercial loans
and lines of credit |
|
$
|
109,661
|
|
$
|
109,661
|
|
$
|
|
|
$
|
|
|
$
|
|
|
Home equity and other revolving lines
of credit |
|
|
41,836
|
|
|
41,836
|
|
|
|
|
|
|
|
|
|
|
Outstanding commercial mortgage loan
commitments |
|
|
48,129
|
|
|
39,568
|
|
|
8,561
|
|
|
|
|
|
|
|
Standby letters of credit
|
|
|
9,655
|
|
|
9,655
|
|
|
|
|
|
|
|
|
|
|
Performance letters of credit
|
|
|
21,844
|
|
|
21,844
|
|
|
|
|
|
|
|
|
|
|
Outstanding residential mortgage loan
commitments |
|
|
1,858
|
|
|
1,858
|
|
|
|
|
|
|
|
|
|
|
Overdraft protection lines
|
|
|
5,273
|
|
|
5,273
|
|
|
|
|
|
|
|
|
|
|
Total off balance sheet arrangements
and contractual obligations |
|
$
|
238,256
|
|
$
|
229,695
|
|
$
|
8,561
|
|
$
|
|
|
$
|
|
|
Total contractual obligations and other
commitments |
|
$
|
552,907
|
|
$
|
332,721
|
|
$
|
105,733
|
|
$
|
62,009
|
|
$
|
52,444
|
|
62 | ||
63 | ||
64 | ||
65 | ||
|
|
Page
|
Reports of Independent Registered Public Accounting Firms
|
|
F-2
|
Consolidated Statements of Condition
|
|
F-4
|
Consolidated Statements of Income
|
|
F-5
|
Consolidated Statements of Comprehensive Income
|
|
F-6
|
Consolidated Statements of Changes in Stockholders’ Equity
|
|
F-7
|
Consolidated Statements of Cash Flows
|
|
F-8
|
Notes to Consolidated Financial Statements
|
|
F-9
|
F-1 | ||
F-2 | ||
F-3 | ||
|
|
December 31,
|
|
||||
|
|
2013
|
|
2012
|
|
||
|
|
(In Thousands, Except Share and Per Share Data)
|
|
||||
ASSETS
|
|
|
|
|
|
|
|
Cash and due from banks
|
|
$
|
82,692
|
|
$
|
104,134
|
|
Interest bearing deposits with banks
|
|
|
|
|
|
2,004
|
|
Total cash and cash equivalents
|
|
|
82,692
|
|
|
106,138
|
|
Securities available-for-sale
|
|
|
323,070
|
|
|
496,815
|
|
Securities held-to-maturity (fair value of $210,958 and $62,431)
|
|
|
215,286
|
|
|
58,064
|
|
Loans held for sale
|
|
|
|
|
|
1,491
|
|
Loans
|
|
|
960,943
|
|
|
889,672
|
|
Less: Allowance for loan losses
|
|
|
10,333
|
|
|
10,237
|
|
Net loans
|
|
|
950,610
|
|
|
879,435
|
|
Restricted investment in bank stocks, at cost
|
|
|
8,986
|
|
|
8,964
|
|
Premises and equipment, net
|
|
|
13,681
|
|
|
13,563
|
|
Accrued interest receivable
|
|
|
6,802
|
|
|
6,849
|
|
Bank owned life insurance
|
|
|
35,734
|
|
|
34,961
|
|
Goodwill and other intangible assets
|
|
|
16,828
|
|
|
16,858
|
|
Prepaid FDIC assessment
|
|
|
|
|
|
811
|
|
Other real estate owned
|
|
|
220
|
|
|
1,300
|
|
Due from brokers for investment securities
|
|
|
8,759
|
|
|
|
|
Other assets
|
|
|
10,414
|
|
|
4,516
|
|
Total assets
|
|
$
|
1,673,082
|
|
$
|
1,629,765
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
Deposits:
|
|
|
|
|
|
|
|
Non-interest-bearing
|
|
$
|
227,370
|
|
$
|
215,071
|
|
Interest-bearing:
|
|
|
|
|
|
|
|
Time deposits $100 and over
|
|
|
99,444
|
|
|
110,835
|
|
Interest-bearing transaction, savings and time deposits less than
$100 |
|
|
1,015,191
|
|
|
981,016
|
|
Total deposits
|
|
|
1,342,005
|
|
|
1,306,922
|
|
Long-term borrowings
|
|
|
146,000
|
|
|
146,000
|
|
Subordinated debentures
|
|
|
5,155
|
|
|
5,155
|
|
Accounts payable and accrued liabilities
|
|
|
11,338
|
|
|
10,997
|
|
Total liabilities
|
|
|
1,504,498
|
|
|
1,469,074
|
|
Stockholders’ Equity
|
|
|
|
|
|
|
|
Preferred Stock, $1,000 liquidation value per share:
|
|
|
|
|
|
|
|
Authorized 5,000,000 shares; issued and outstanding 11,250 shares
of Series B preferred stock at December 31, 2013 and 2012 total liquidation value of $11,250,000 |
|
|
11,250
|
|
|
11,250
|
|
Common stock, no par value:
|
|
|
|
|
|
|
|
Authorized 25,000,000 shares; issued 18,477,412 shares at
December 31, 2013 and 2012; outstanding 16,369,012 shares at December 31, 2013 and 16,347,915 at December 31, 2012 |
|
|
110,056
|
|
|
110,056
|
|
Additional paid-in capital
|
|
|
4,986
|
|
|
4,801
|
|
Retained earnings
|
|
|
61,914
|
|
|
46,753
|
|
Treasury stock, at cost (2,108,400 shares at December 31, 2013 and
2,129,497 at December 31, 2012) |
|
|
(17,078)
|
|
|
(17,232)
|
|
Accumulated other comprehensive income (loss)
|
|
|
(2,544)
|
|
|
5,063
|
|
Total stockholders’ equity
|
|
|
168,584
|
|
|
160,691
|
|
Total liabilities and stockholders’ equity
|
|
$
|
1,673,082
|
|
$
|
1,629,765
|
|
F-4 | ||
|
|
Years Ended December 31,
|
|
|||||||
|
|
2013
|
|
2012
|
|
2011
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in Thousands, Except per Share Data)
|
|
|||||||
Interest income:
|
|
|
|
|
|
|
|
|
|
|
Interest and fees on loans
|
|
$
|
40,132
|
|
$
|
38,921
|
|
$
|
36,320
|
|
Interest and dividends on investment securities:
|
|
|
|
|
|
|
|
|
|
|
Taxable interest income
|
|
|
12,189
|
|
|
12,269
|
|
|
13,278
|
|
Non-taxable interest income
|
|
|
4,422
|
|
|
3,507
|
|
|
1,700
|
|
Dividends
|
|
|
523
|
|
|
567
|
|
|
629
|
|
Interest on federal funds sold and other short-term investment
|
|
|
2
|
|
|
8
|
|
|
|
|
Total interest income
|
|
|
57,268
|
|
|
55,272
|
|
|
51,927
|
|
Interest expense:
|
|
|
|
|
|
|
|
|
|
|
Interest on certificates of deposit $100 & over
|
|
|
866
|
|
|
839
|
|
|
1,215
|
|
Interest on other deposits
|
|
|
4,353
|
|
|
4,569
|
|
|
4,305
|
|
Interest on short-term borrowings
|
|
|
|
|
|
|
|
|
79
|
|
Interest on long-term borrowings
|
|
|
5,863
|
|
|
6,368
|
|
|
6,578
|
|
Total interest expense
|
|
|
11,082
|
|
|
11,776
|
|
|
12,177
|
|
Net interest income
|
|
|
46,186
|
|
|
43,496
|
|
|
39,750
|
|
Provision for loan losses
|
|
|
350
|
|
|
325
|
|
|
2,448
|
|
Net interest income, after provision for loan losses
|
|
|
45,836
|
|
|
43,171
|
|
|
37,302
|
|
Other income:
|
|
|
|
|
|
|
|
|
|
|
Service charges, commissions and fees
|
|
|
1,873
|
|
|
1,775
|
|
|
1,896
|
|
Annuity and insurance
|
|
|
489
|
|
|
204
|
|
|
110
|
|
Bank-owned life insurance
|
|
|
1,364
|
|
|
1,018
|
|
|
1,038
|
|
Loan related fees
|
|
|
839
|
|
|
510
|
|
|
432
|
|
Net gains on sale of loans held for sale
|
|
|
294
|
|
|
484
|
|
|
251
|
|
Bargain gain on acquisition
|
|
|
|
|
|
899
|
|
|
|
|
Other
|
|
|
281
|
|
|
308
|
|
|
117
|
|
Total other-than-temporary impairment losses
|
|
|
(652)
|
|
|
(870)
|
|
|
(342)
|
|
Net gains on sale on investment securities
|
|
|
2,363
|
|
|
2,882
|
|
|
3,976
|
|
Net investment securities gains
|
|
|
1,711
|
|
|
2,012
|
|
|
3,634
|
|
Total other income
|
|
|
6,851
|
|
|
7,210
|
|
|
7,478
|
|
Other expense:
|
|
|
|
|
|
|
|
|
|
|
Salaries and employee benefits
|
|
|
13,465
|
|
|
12,571
|
|
|
11,527
|
|
Occupancy and equipment
|
|
|
3,518
|
|
|
2,987
|
|
|
2,947
|
|
FDIC Insurance
|
|
|
1,098
|
|
|
1,154
|
|
|
1,712
|
|
Professional and consulting
|
|
|
1,111
|
|
|
1,077
|
|
|
1,156
|
|
Stationery and printing
|
|
|
333
|
|
|
349
|
|
|
368
|
|
Marketing and advertising
|
|
|
304
|
|
|
186
|
|
|
131
|
|
Computer expense
|
|
|
1,422
|
|
|
1,419
|
|
|
1,312
|
|
Other real estate owned expense, net
|
|
|
137
|
|
|
150
|
|
|
398
|
|
Repurchase agreement prepayment and termination fee
|
|
|
|
|
|
1,012
|
|
|
|
|
Acquisition cost
|
|
|
|
|
|
482
|
|
|
|
|
Other
|
|
|
3,890
|
|
|
3,810
|
|
|
3,892
|
|
Total other expense
|
|
|
25,278
|
|
|
25,197
|
|
|
23,443
|
|
Income before income tax expense
|
|
|
27,409
|
|
|
25,184
|
|
|
21,337
|
|
Income tax expense
|
|
|
7,484
|
|
|
7,677
|
|
|
7,411
|
|
Net income
|
|
|
19,925
|
|
|
17,507
|
|
|
13,926
|
|
Preferred stock dividends and accretion
|
|
|
141
|
|
|
281
|
|
|
820
|
|
Net income available to common stockholders
|
|
$
|
19,784
|
|
$
|
17,226
|
|
$
|
13,106
|
|
Earnings per common share:
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
1.21
|
|
$
|
1.05
|
|
$
|
0.80
|
|
Diluted
|
|
$
|
1.21
|
|
$
|
1.05
|
|
$
|
0.80
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
16,349,204
|
|
|
16,340,197
|
|
|
16,295,761
|
|
Diluted
|
|
|
16,385,692
|
|
|
16,351,046
|
|
|
16,314,899
|
|
F-5 | ||
|
|
Years Ended December 31,
|
|
|||||||
|
|
2013
|
|
2012
|
|
2011
|
|
|||
|
|
(Dollars in Thousands)
|
|
|||||||
Net income
|
|
$
|
19,925
|
|
$
|
17,507
|
|
$
|
13,926
|
|
Other comprehensive income, net of tax:
|
|
|
|
|
|
|
|
|
|
|
Unrealized gains and losses on securities available-for-sale:
|
|
|
|
|
|
|
|
|
|
|
Reclassification adjustments for OTTI losses included in income
|
|
|
652
|
|
|
870
|
|
|
342
|
|
Tax effect
|
|
|
(178)
|
|
|
(265)
|
|
|
(119)
|
|
Net of tax amount
|
|
|
474
|
|
|
605
|
|
|
223
|
|
Unrealized (losses) gains on available for sale securities
|
|
|
(8,741)
|
|
|
19,819
|
|
|
8,990
|
|
Tax effect
|
|
|
3,578
|
|
|
(7,444)
|
|
|
(3,486)
|
|
Net of tax amount
|
|
|
(5,163)
|
|
|
12,375
|
|
|
5,504
|
|
Reclassification adjustment for realized gains arising during this period
|
|
|
(2,363)
|
|
|
(2,882)
|
|
|
(3,976)
|
|
Tax effect
|
|
|
645
|
|
|
879
|
|
|
1,380
|
|
Net of tax amount
|
|
|
(1,718)
|
|
|
(2,003)
|
|
|
(2,596)
|
|
Unrealized holding (losses) gains on securities transferred from available-for-sale to held-to-maturity securities
|
|
|
(2,612)
|
|
|
|
|
|
291
|
|
Tax effect
|
|
|
1,064
|
|
|
|
|
|
(110)
|
|
Net of tax amount
|
|
|
(1,548)
|
|
|
|
|
|
181
|
|
Amortization of unrealized holding gains on securities transferred from available-for-sale to held-to-maturity securities
|
|
|
(58)
|
|
|
(2)
|
|
|
(46)
|
|
Tax effect
|
|
|
19
|
|
|
1
|
|
|
28
|
|
Net of tax amount
|
|
|
(39)
|
|
|
(1)
|
|
|
(18)
|
|
Pension plan:
|
|
|
|
|
|
|
|
|
|
|
Actuarial gains (losses)
|
|
|
654
|
|
|
(790)
|
|
|
(1,649)
|
|
Tax effect
|
|
|
(267)
|
|
|
323
|
|
|
584
|
|
Net of tax amount
|
|
|
387
|
|
|
(467)
|
|
|
(1,065)
|
|
Total other comprehensive (loss) income
|
|
|
(7,607)
|
|
|
10,509
|
|
|
2,229
|
|
Total comprehensive income
|
|
$
|
12,318
|
|
$
|
28,016
|
|
$
|
16,155
|
|
F-6 | ||
|
|
Years Ended December 31, 2013, 2012 and 2011
|
|
|||||||||||||||||||
|
|
Preferred
Stock |
|
Common
Stock |
|
Additional
Paid In Capital |
|
Retained
Earnings |
|
Treasury
Stock |
|
Accumulated
Other Comprehensive Income (Loss) |
|
Total
Stockholders’ Equity |
|
|||||||
|
|
(In Thousands, Except Share and per Share Data)
|
|
|||||||||||||||||||
Balance, January 1, 2011
|
|
$
|
9,700
|
|
$
|
110,056
|
|
$
|
4,941
|
|
$
|
21,633
|
|
$
|
(17,698)
|
|
$
|
(7,675)
|
|
$
|
120,957
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
13,926
|
|
|
|
|
|
|
|
|
13,926
|
|
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,229
|
|
|
2,229
|
|
Accretion of discount on preferred
stock |
|
|
300
|
|
|
|
|
|
|
|
|
(300)
|
|
|
|
|
|
|
|
|
|
|
Dividends on preferred stock
|
|
|
|
|
|
|
|
|
|
|
|
(520)
|
|
|
|
|
|
|
|
|
(520)
|
|
Redemption of series A preferred stock
|
|
|
(10,000)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10,000)
|
|
Proceeds from issuance of series B
preferred stock |
|
|
11,250
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,250
|
|
Warrant repurchased
|
|
|
|
|
|
|
|
|
(245)
|
|
|
|
|
|
|
|
|
|
|
|
(245)
|
|
Cash dividends declared on common
stock ($0.12 per share) |
|
|
|
|
|
|
|
|
|
|
|
(1,955)
|
|
|
|
|
|
|
|
|
(1,955)
|
|
Issuance cost of common stock
|
|
|
|
|
|
|
|
|
|
|
|
(5)
|
|
|
|
|
|
|
|
|
(5)
|
|
Issuance cost of series B preferred
stock |
|
|
|
|
|
|
|
|
|
|
|
(84)
|
|
|
|
|
|
|
|
|
(84)
|
|
Exercise of stock options (42,495
shares) |
|
|
|
|
|
|
|
|
(16)
|
|
|
|
|
|
344
|
|
|
|
|
|
328
|
|
Stock-based compensation expense
|
|
|
|
|
|
|
|
|
35
|
|
|
|
|
|
|
|
|
|
|
|
35
|
|
Balance, December 31, 2011
|
|
|
11,250
|
|
|
110,056
|
|
|
4,715
|
|
|
32,695
|
|
|
(17,354)
|
|
|
(5,446)
|
|
|
135,916
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
17,507
|
|
|
|
|
|
|
|
|
17,507
|
|
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,509
|
|
|
10,509
|
|
Dividends on series B preferred stock
|
|
|
|
|
|
|
|
|
|
|
|
(253)
|
|
|
|
|
|
|
|
|
(253)
|
|
Cash dividends declared on common
stock ($0.195 per share) |
|
|
|
|
|
|
|
|
|
|
|
(3,188)
|
|
|
|
|
|
|
|
|
(3,188)
|
|
Issuance cost of common stock
|
|
|
|
|
|
|
|
|
|
|
|
(8)
|
|
|
|
|
|
|
|
|
(8)
|
|
Exercise of stock options (15,588
shares) |
|
|
|
|
|
|
|
|
19
|
|
|
|
|
|
122
|
|
|
|
|
|
141
|
|
Stock-based compensation expense
|
|
|
|
|
|
|
|
|
39
|
|
|
|
|
|
|
|
|
|
|
|
39
|
|
Option related tax trueup
|
|
|
|
|
|
|
|
|
28
|
|
|
|
|
|
|
|
|
|
|
|
28
|
|
Balance, December 31, 2012
|
|
|
11,250
|
|
|
110,056
|
|
|
4,801
|
|
|
46,753
|
|
|
(17,232)
|
|
|
5,063
|
|
|
160,691
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
19,925
|
|
|
|
|
|
|
|
|
19,925
|
|
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(7,607)
|
|
|
(7,607)
|
|
Dividends on series B preferred stock
|
|
|
|
|
|
|
|
|
|
|
|
(169)
|
|
|
|
|
|
|
|
|
(169)
|
|
Cash dividends declared on common
stock ($0.260 per share) |
|
|
|
|
|
|
|
|
|
|
|
(4,581)
|
|
|
|
|
|
|
|
|
(4,581)
|
|
Dividend on restricted stock declared
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
|
|
|
|
|
|
|
(1)
|
|
Issuance cost of common stock
|
|
|
|
|
|
|
|
|
|
|
|
(13)
|
|
|
|
|
|
|
|
|
(13)
|
|
Issuance of restricted stock award
(18,829 shares) |
|
|
|
|
|
|
|
|
91
|
|
|
|
|
|
152
|
|
|
|
|
|
243
|
|
Exercise of stock options (2,268
shares) |
|
|
|
|
|
|
|
|
19
|
|
|
|
|
|
2
|
|
|
|
|
|
21
|
|
Stock-based compensation expense
|
|
|
|
|
|
|
|
|
59
|
|
|
|
|
|
|
|
|
|
|
|
59
|
|
Option related tax trueup
|
|
|
|
|
|
|
|
|
16
|
|
|
|
|
|
|
|
|
|
|
|
16
|
|
Balance, December 31, 2013
|
|
$
|
11,250
|
|
$
|
110,056
|
|
$
|
4,986
|
|
$
|
61,914
|
|
$
|
(17,078)
|
|
$
|
(2,544)
|
|
$
|
168,584
|
|
F-7 | ||
|
|
Years Ended December 31,
|
|
|||||||
|
|
2013
|
|
2012
|
|
2011
|
|
|||
|
|
(Dollars in Thousands)
|
|
|||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
19,925
|
|
$
|
17,507
|
|
$
|
13,926
|
|
Adjustments to Reconcile Net Income to Net
Cash Provided by Operating Activities: |
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
886
|
|
|
914
|
|
|
983
|
|
Provision for loan losses
|
|
|
350
|
|
|
325
|
|
|
2,448
|
|
Provision for deferred taxes
|
|
|
1,739
|
|
|
1,912
|
|
|
3,406
|
|
Stock-based compensation expense
|
|
|
59
|
|
|
39
|
|
|
35
|
|
Net other-than-temporary impairment losses
|
|
|
652
|
|
|
870
|
|
|
342
|
|
Net gains on sales of available-for-sale securities
|
|
|
(2,363)
|
|
|
(2,882)
|
|
|
(3,976)
|
|
Net gains on sales of loans held for sale
|
|
|
(294)
|
|
|
(484)
|
|
|
(251)
|
|
Net loans originated for sale
|
|
|
(14,816)
|
|
|
(22,013)
|
|
|
(14,357)
|
|
Proceeds from sales of loans held for sale
|
|
|
16,601
|
|
|
22,024
|
|
|
13,923
|
|
Net gains on disposition of premises and equipment
|
|
|
(2)
|
|
|
|
|
|
|
|
Net loss on sales of other real estate owned
|
|
|
75
|
|
|
9
|
|
|
5
|
|
Life insurance death benefit
|
|
|
(291)
|
|
|
|
|
|
|
|
Increase in cash surrender value of bank owned life insurance
|
|
|
(1,073)
|
|
|
(1,018)
|
|
|
(1,038)
|
|
Net amortization of securities
|
|
|
3,316
|
|
|
4,589
|
|
|
4,012
|
|
Increase in accrued interest receivable
|
|
|
(233)
|
|
|
(241)
|
|
|
(2,085)
|
|
Decrease in prepaid FDIC insurance assessment
|
|
|
811
|
|
|
1,073
|
|
|
1,698
|
|
Increase in other assets
|
|
|
(397)
|
|
|
(2,538)
|
|
|
(402)
|
|
(Decrease) increase in other liabilities
|
|
|
(1,792)
|
|
|
980
|
|
|
(585)
|
|
Net cash provided by operating activities
|
|
|
23,153
|
|
|
21,066
|
|
|
18,084
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
Investment securities available-for-sale:
|
|
|
|
|
|
|
|
|
|
|
Purchases
|
|
|
(155,464)
|
|
|
(207,880)
|
|
|
(400,644)
|
|
Sales
|
|
|
122,165
|
|
|
130,059
|
|
|
254,821
|
|
Maturities, calls and principal repayment
|
|
|
46,378
|
|
|
48,406
|
|
|
48,029
|
|
Investment securities held-to-maturity:
|
|
|
|
|
|
|
|
|
|
|
Purchases
|
|
|
(23,531)
|
|
|
(16,606)
|
|
|
(13,118)
|
|
Maturities and principal repayment
|
|
|
3,830
|
|
|
30,258
|
|
|
7,475
|
|
Net (purchase) redemption of restricted investment in bank stock
|
|
|
(22)
|
|
|
319
|
|
|
363
|
|
Net increase in loans
|
|
|
(71,761)
|
|
|
(83,478)
|
|
|
(49,223)
|
|
Purchases of premises and equipment
|
|
|
(973)
|
|
|
(842)
|
|
|
(316)
|
|
Purchase of bank-owned life insurance
|
|
|
|
|
|
(5,000)
|
|
|
|
|
Proceeds from life insurance death benefits
|
|
|
592
|
|
|
|
|
|
|
|
Proceeds from sale of premises and equipment
|
|
|
2
|
|
|
|
|
|
|
|
Proceeds from sale of other real estate owned
|
|
|
1,230
|
|
|
500
|
|
|
33
|
|
Cash and cash equivalent acquired in acquisition
|
|
|
|
|
|
6,195
|
|
|
|
|
Cash consideration paid in acquisition
|
|
|
|
|
|
(10,251)
|
|
|
|
|
Net cash used in investing activities
|
|
|
(77,554)
|
|
|
(108,320)
|
|
|
(152,580)
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
Net increase in deposits
|
|
|
35,083
|
|
|
100,271
|
|
|
261,083
|
|
Net decrease in short-term borrowings
|
|
|
|
|
|
|
|
|
(41,855)
|
|
Payments on long-term borrowings
|
|
|
|
|
|
(15,000)
|
|
|
(10,000)
|
|
Cash dividends on common stock
|
|
|
(4,254)
|
|
|
(2,778)
|
|
|
(1,955)
|
|
Cash dividends on preferred stock
|
|
|
(141)
|
|
|
(363)
|
|
|
(417)
|
|
Proceeds from issuance of Series B preferred stock
|
|
|
|
|
|
|
|
|
11,250
|
|
Redemption of Series A preferred stock
|
|
|
|
|
|
|
|
|
(10,000)
|
|
Warrant repurchased
|
|
|
|
|
|
|
|
|
(245)
|
|
Issuance cost of common stock
|
|
|
(13)
|
|
|
(8)
|
|
|
(5)
|
|
Issuance cost of Series B preferred stock
|
|
|
|
|
|
|
|
|
(84)
|
|
Tax expense from stock based compensation
|
|
|
16
|
|
|
28
|
|
|
|
|
Issuance of restricted stock award
|
|
|
243
|
|
|
|
|
|
|
|
Proceeds from exercise of stock options
|
|
|
21
|
|
|
141
|
|
|
328
|
|
Net cash provided by financing activities
|
|
|
30,955
|
|
|
82,291
|
|
|
208,100
|
|
Net (decrease) increase in cash and cash equivalents
|
|
|
(23,446)
|
|
|
(4,963)
|
|
|
73,604
|
|
Cash and cash equivalents at beginning of year
|
|
|
106,138
|
|
|
111,101
|
|
|
37,497
|
|
Cash and cash equivalents at end of year
|
|
$
|
82,692
|
|
$
|
106,138
|
|
$
|
111,101
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
|
|
|
|
|
Noncash activities:
|
|
|
|
|
|
|
|
|
|
|
Trade date accounting settlement for investments
|
|
$
|
8,759
|
|
$
|
|
|
$
|
|
|
Transfer of loans to other real estate owned
|
|
|
236
|
|
|
1,300
|
|
|
629
|
|
Transfer from investment securities available-for-sale
to investment securities held-to-maturity |
|
|
138,300
|
|
|
|
|
|
66,833
|
|
Cash paid during year for:
|
|
|
|
|
|
|
|
|
|
|
Interest paid on deposits and borrowings
|
|
$
|
10,993
|
|
$
|
11,894
|
|
$
|
12,226
|
|
Income taxes
|
|
|
4,727
|
|
|
6,280
|
|
|
4,484
|
|
Business combinations:
|
|
|
|
|
|
|
|
|
|
|
Non-cash assets acquired:
|
|
|
|
|
|
|
|
|
|
|
Investment securities available-for-sale
|
|
$
|
|
|
$
|
37,143
|
|
$
|
|
|
Loans
|
|
|
|
|
|
52,192
|
|
|
|
|
Premises and equipment, net
|
|
|
|
|
|
1,262
|
|
|
|
|
Accrued interest receivable
|
|
|
|
|
|
389
|
|
|
|
|
Total non-cash assets acquired
|
|
$
|
|
|
$
|
90,986
|
|
$
|
|
|
Liabilities assumed:
|
|
|
|
|
|
|
|
|
|
|
Deposits
|
|
$
|
|
|
$
|
85,236
|
|
$
|
|
|
Other liabilities
|
|
|
|
|
|
795
|
|
|
|
|
Total liabilities assumed
|
|
$
|
|
|
$
|
86,031
|
|
$
|
|
|
Net non-cash assets acquired
|
|
$
|
|
|
$
|
4,056
|
|
$
|
|
|
Bargain gain on acquisition
|
|
$
|
|
|
$
|
899
|
|
$
|
|
|
Net cash and cash equivalents acquired
|
|
$
|
|
|
$
|
6,195
|
|
$
|
|
|
Cash consideration paid in acquisition
|
|
$
|
|
|
$
|
10,251
|
|
$
|
|
|
F-8 | ||
F-9 | ||
F-10 | ||
F-11 | ||
F-12 | ||
F-13 | ||
F-14 | ||
|
|
Years Ended December 31,
|
|
|||||||
|
|
2013
|
|
2012
|
|
2011
|
|
|||
|
|
(In Thousands, Except per Share Amounts)
|
|
|||||||
Net income
|
|
$
|
19,925
|
|
$
|
17,507
|
|
$
|
13,926
|
|
Preferred stock dividends and accretion
|
|
|
141
|
|
|
281
|
|
|
820
|
|
Net income available to common stockholders
|
|
$
|
19,784
|
|
$
|
17,226
|
|
$
|
13,106
|
|
Average number of common shares outstanding
|
|
|
16,349
|
|
|
16,340
|
|
|
16,296
|
|
Effect of dilutive options
|
|
|
37
|
|
|
11
|
|
|
19
|
|
Average number of common shares outstanding used to
calculate diluted earnings per common share |
|
|
16,386
|
|
|
16,351
|
|
|
16,315
|
|
Anti-dilutive common shares outstanding
|
|
|
14
|
|
|
42
|
|
|
79
|
|
Earnings per common share:
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
1.21
|
|
$
|
1.05
|
|
$
|
0.80
|
|
Diluted
|
|
$
|
1.21
|
|
$
|
1.05
|
|
$
|
0.80
|
|
|
⋅
|
Macroeconomic conditions.
|
|
⋅
|
Industry and market conditions.
|
|
⋅
|
Overall financial performance.
|
F-15 | ||
F-16 | ||
|
|
August 1, 2012
|
|
|
|
|
(Dollars in thousands)
|
|
|
Assets acquired:
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
6,195
|
|
Investment securities available-for-sale
|
|
|
37,143
|
|
Loans
|
|
|
52,192
|
|
Premises and equipment, net
|
|
|
1,262
|
|
Accrued interest receivable
|
|
|
389
|
|
Total assets acquired
|
|
$
|
97,181
|
|
Liabilities assumed:
|
|
|
|
|
Deposits:
|
|
$
|
85,236
|
|
Other liabilities
|
|
|
795
|
|
Total liabilities assumed
|
|
$
|
86,031
|
|
Net assets acquired
|
|
$
|
11,150
|
|
Cash consideration paid in acquisition
|
|
$
|
10,251
|
|
Bargain gain on acquisition
|
|
$
|
899
|
|
F-17 | ||
(Dollars in thousands)
|
|
|
|
|
Net interest income
|
|
$
|
1,352
|
|
Non-interest income
|
|
|
15
|
|
Non-interest expense and income taxes
|
|
|
(763)
|
|
Net income
|
|
$
|
604
|
|
(Dollars in thousands)
|
|
|
|
|
Contractually required principal and interest at acquisition
|
|
$
|
2,101
|
|
Contractual cash flows not expected to be collected (nonaccretable difference)
|
|
|
(982)
|
|
Expected cash flows at acquisition
|
|
|
1,119
|
|
Interest component of expected cash flows (accretable discount)
|
|
|
(161)
|
|
Fair value of acquired loans accounted for under FASB ASC 310-30
|
|
$
|
958
|
|
|
|
December 31,
|
|
||||
|
|
2013
|
|
2012
|
|
||
|
|
(in thousands)
|
|
||||
Accretable discount balance, beginning of period
|
|
$
|
130
|
|
$
|
|
|
Additions resulting from acquisition
|
|
|
|
|
|
161
|
|
Accretion to interest income
|
|
|
(130)
|
|
|
(31)
|
|
Accretable discount, end of period
|
|
$
|
|
|
$
|
130
|
|
(Dollars in thousands)
|
|
|
|
|
Contractually required principal and interest at acquisition
|
|
$
|
50,917
|
|
Contractual cash flows not expected to be collected (credit mark)
|
|
|
(807)
|
|
Expected cash flows at acquisition
|
|
|
50,110
|
|
Interest rate premium mark
|
|
|
1,313
|
|
Fair value of acquired loans not accounted for under FASB ASC 310-30
|
|
$
|
51,423
|
|
F-18 | ||
|
|
Amortized
Cost |
|
Gross
Unrealized Gains |
|
Gross
Unrealized Losses |
|
Fair
Value |
|
||||
|
|
December 31, 2013
|
|
||||||||||
|
|
(Dollars in Thousands)
|
|
||||||||||
Investment Securities Available-for-Sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury and agency securities
|
|
$
|
14,344
|
|
$
|
|
|
$
|
(825)
|
|
$
|
13,519
|
|
Federal agency obligations
|
|
|
20,567
|
|
|
29
|
|
|
(655)
|
|
|
19,941
|
|
Residential mortgage pass-through securities
|
|
|
48,312
|
|
|
791
|
|
|
(229)
|
|
|
48,874
|
|
Commercial mortgage pass-through securities
|
|
|
7,145
|
|
|
3
|
|
|
(157)
|
|
|
6,991
|
|
Obligations of U.S. states and political subdivisions
|
|
|
30,804
|
|
|
711
|
|
|
(55)
|
|
|
31,460
|
|
Trust preferred securities
|
|
|
19,763
|
|
|
150
|
|
|
(510)
|
|
|
19,403
|
|
Corporate bonds and notes
|
|
|
154,182
|
|
|
4,930
|
|
|
(482)
|
|
|
158,630
|
|
Asset-backed securities
|
|
|
15,733
|
|
|
246
|
|
|
|
|
|
15,979
|
|
Certificates of deposit
|
|
|
2,250
|
|
|
32
|
|
|
(20)
|
|
|
2,262
|
|
Equity securities
|
|
|
376
|
|
|
|
|
|
(89)
|
|
|
287
|
|
Other securities
|
|
|
5,671
|
|
|
68
|
|
|
(15)
|
|
|
5,724
|
|
Total
|
|
$
|
319,147
|
|
$
|
6,960
|
|
$
|
(3,037)
|
|
$
|
323,070
|
|
Investment Securities Held-to-Maturity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury and agency securities
|
|
$
|
28,056
|
|
$
|
|
|
$
|
(1,019)
|
|
$
|
27,037
|
|
Federal agency obligations
|
|
|
15,249
|
|
|
23
|
|
|
(389)
|
|
|
14,883
|
|
Residential mortgage-backed securities
|
|
|
2,246
|
|
|
|
|
|
(64)
|
|
|
2,182
|
|
Commercial mortgage-backed securities
|
|
|
4,417
|
|
|
41
|
|
|
(62)
|
|
|
4,396
|
|
Obligations of U.S. states and political subdivisions
|
|
|
127,418
|
|
|
1,303
|
|
|
(3,688)
|
|
|
125,033
|
|
Corporate bonds and notes
|
|
|
37,900
|
|
|
149
|
|
|
(622)
|
|
|
37,427
|
|
Total
|
|
$
|
215,286
|
|
$
|
1,516
|
|
$
|
(5,844)
|
|
$
|
210,958
|
|
Total investment securities
|
|
$
|
534,433
|
|
$
|
8,476
|
|
$
|
(8,881)
|
|
$
|
534,028
|
|
|
|
Amortized
Cost |
|
Gross
Unrealized Gains |
|
Gross
Unrealized Losses |
|
Fair
Value |
|
||||
|
|
December 31, 2012
|
|
||||||||||
|
|
(Dollars in Thousands)
|
|
||||||||||
Investment Securities Available-for-Sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury and agency securities
|
|
$
|
11,870
|
|
$
|
62
|
|
$
|
(23)
|
|
$
|
11,909
|
|
Federal agency obligations
|
|
|
20,207
|
|
|
333
|
|
|
(5)
|
|
|
20,535
|
|
Residential mortgage pass-through securities
|
|
|
52,400
|
|
|
1,385
|
|
|
(1)
|
|
|
53,784
|
|
Commercial mortgage pass-through securities
|
|
|
9,725
|
|
|
244
|
|
|
|
|
|
9,969
|
|
Obligations of U.S. states and political subdivisions
|
|
|
103,193
|
|
|
4,653
|
|
|
(132)
|
|
|
107,714
|
|
Trust preferred securities
|
|
|
22,279
|
|
|
144
|
|
|
(1,174)
|
|
|
21,249
|
|
Corporate bonds and notes
|
|
|
228,681
|
|
|
9,095
|
|
|
(371)
|
|
|
237,405
|
|
Collateralized mortgage obligations
|
|
|
2,120
|
|
|
|
|
|
|
|
|
2,120
|
|
Asset-backed securities
|
|
|
19,431
|
|
|
311
|
|
|
|
|
|
19,742
|
|
Certificates of deposit
|
|
|
2,854
|
|
|
21
|
|
|
(10)
|
|
|
2,865
|
|
Equity securities
|
|
|
535
|
|
|
|
|
|
(210)
|
|
|
325
|
|
Other securities
|
|
|
9,145
|
|
|
68
|
|
|
(15)
|
|
|
9,198
|
|
Total
|
|
$
|
482,440
|
|
$
|
16,316
|
|
$
|
(1,941)
|
|
$
|
496,815
|
|
Investment Securities Held-to-Maturity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal agency obligations
|
|
$
|
4,178
|
|
$
|
79
|
|
$
|
|
|
$
|
4,257
|
|
Commercial mortgage-backed securities
|
|
|
5,501
|
|
|
154
|
|
|
(5)
|
|
|
5,650
|
|
Obligations of U.S. states and political subdivisions
|
|
|
48,385
|
|
|
4,139
|
|
|
|
|
|
52,524
|
|
Total
|
|
$
|
58,064
|
|
$
|
4,372
|
|
$
|
(5)
|
|
$
|
62,431
|
|
Total investment securities
|
|
$
|
540,504
|
|
$
|
20,688
|
|
$
|
(1,946)
|
|
$
|
559,246
|
|
F-19 | ||
|
|
December 31, 2013
|
|
||||
|
|
Amortized
Cost |
|
Fair
Value |
|
||
|
|
(Dollars in Thousands)
|
|
||||
Investment Securities Available-for-Sale:
|
|
|
|
|
|
|
|
Due in one year or less
|
|
$
|
9,738
|
|
$
|
9,780
|
|
Due after one year through five years
|
|
|
63,206
|
|
|
64,802
|
|
Due after five years through ten years
|
|
|
123,765
|
|
|
126,024
|
|
Due after ten years
|
|
|
60,934
|
|
|
60,588
|
|
Residential mortgage pass-through securities
|
|
|
48,312
|
|
|
48,874
|
|
Commercial mortgage pass-through securities
|
|
|
7,145
|
|
|
6,991
|
|
Equity securities
|
|
|
376
|
|
|
287
|
|
Other securities
|
|
|
5,671
|
|
|
5,724
|
|
Total
|
|
$
|
319,147
|
|
$
|
323,070
|
|
Investment Securities Held-to-Maturity:
|
|
|
|
|
|
|
|
Due in one year or less
|
|
$
|
2,061
|
|
$
|
2,065
|
|
Due after one year through five years
|
|
|
12,547
|
|
|
12,699
|
|
Due after five years through ten years
|
|
|
65,692
|
|
|
64,027
|
|
Due after ten years
|
|
|
128,323
|
|
|
125,589
|
|
Residential mortgage-backed securities
|
|
|
2,246
|
|
|
2,182
|
|
Commercial mortgage-backed securities
|
|
|
4,417
|
|
|
4,396
|
|
Total
|
|
$
|
215,286
|
|
$
|
210,958
|
|
Total investment securities
|
|
$
|
534,433
|
|
$
|
534,028
|
|
|
|
Years Ended December 31,
|
|
|||||||
(Dollars in Thousands)
|
|
2013
|
|
2012
|
|
2011
|
|
|||
Gross gains on sales of investment securities
|
|
$
|
2,451
|
|
$
|
2,905
|
|
$
|
4,045
|
|
Gross losses on sales of investment securities
|
|
|
88
|
|
|
23
|
|
|
69
|
|
Net gains on sales of investment securities
|
|
$
|
2,363
|
|
$
|
2,882
|
|
$
|
3,976
|
|
F-20 | ||
|
Years Ended December 31,
|
|
|||||||
|
2013
|
|
2012
|
|
2011
|
|
|||
|
(Dollars in Thousands)
|
|
|||||||
One variable rate private label CMO
|
$
|
|
|
$
|
484
|
|
$
|
18
|
|
Pooled trust preferred securities
|
|
628
|
|
|
68
|
|
|
|
|
Principal losses on a variable rate CMO
|
|
24
|
|
|
318
|
|
|
324
|
|
Total other-than-temporary impairment charges
|
$
|
652
|
|
$
|
870
|
|
$
|
342
|
|
F-21 | ||
Deal Name
|
|
Single
Issuer or Pooled |
|
Class/
Tranche |
|
Amortized
Cost |
|
Fair
Value |
|
Gross
Unrealized Gain (Loss) |
|
Lowest
Credit Rating Assigned |
|
Number of
Banks Currently Performing |
|
Deferrals
and Defaults as % of Original Collateral |
|
Expected
Deferral/Defaults as % of Remaining Performing Collateral |
|
||||
|
|
(Dollars in Thousands)
|
|
||||||||||||||||||||
Countrywide
Capital IV |
|
Single
|
|
|
|
|
$
|
1,771
|
|
$
|
1,772
|
|
$
|
1
|
|
BB+
|
|
1
|
|
None
|
|
None
|
|
Countrywide
Capital V |
|
Single
|
|
|
|
|
|
2,747
|
|
|
2,784
|
|
|
37
|
|
BB+
|
|
1
|
|
None
|
|
None
|
|
Countrywide
Capital V |
|
Single
|
|
|
|
|
|
250
|
|
|
253
|
|
|
3
|
|
BB+
|
|
1
|
|
None
|
|
None
|
|
Citigroup Cap IX
|
|
Single
|
|
|
|
|
|
992
|
|
|
999
|
|
|
7
|
|
BB+
|
|
1
|
|
None
|
|
None
|
|
Citigroup Cap IX
|
|
Single
|
|
|
|
|
|
1,906
|
|
|
1,927
|
|
|
21
|
|
BB+
|
|
1
|
|
None
|
|
None
|
|
Citigroup Cap XI
|
|
Single
|
|
|
|
|
|
246
|
|
|
248
|
|
|
2
|
|
BB+
|
|
1
|
|
None
|
|
None
|
|
Nationsbank Cap
Trust III |
|
Single
|
|
|
|
|
|
1,574
|
|
|
1,275
|
|
|
(299)
|
|
BB+
|
|
1
|
|
None
|
|
None
|
|
Morgan Stanley
Cap Trust IV |
|
Single
|
|
|
|
|
|
2,500
|
|
|
2,372
|
|
|
(128)
|
|
BB+
|
|
1
|
|
None
|
|
None
|
|
Morgan Stanley
Cap Trust IV |
|
Single
|
|
|
|
|
|
1,742
|
|
|
1,659
|
|
|
(83)
|
|
BB+
|
|
1
|
|
None
|
|
None
|
|
Saturns GS
2004-04 |
|
Single
|
|
|
|
|
|
536
|
|
|
536
|
|
|
|
|
BB+
|
|
1
|
|
None
|
|
None
|
|
Goldman Sachs
|
|
Single
|
|
|
|
|
|
999
|
|
|
1,011
|
|
|
12
|
|
BB+
|
|
1
|
|
None
|
|
None
|
|
Stifel Financial
|
|
Single
|
|
|
|
|
|
4,500
|
|
|
4,567
|
|
|
67
|
|
BBB-
|
|
1
|
|
None
|
|
None
|
|
Total
|
|
|
|
|
|
|
$
|
19,763
|
|
$
|
19,403
|
|
$
|
(360)
|
|
|
|
|
|
|
|
|
|
F-22 | ||
|
|
Years Ended December 31,
|
|
|||||||
|
|
2013
|
|
2012
|
|
2011
|
|
|||
|
|
(Dollars in Thousands)
|
|
|||||||
Balance of credit-related OTTI at January 1,
|
|
$
|
4,450
|
|
$
|
6,539
|
|
$
|
6,197
|
|
Addition:
|
|
|
|
|
|
|
|
|
|
|
Credit losses for which other-than-temporary impairment
was not previously recognized |
|
|
652
|
|
|
870
|
|
|
342
|
|
Reduction:
|
|
|
|
|
|
|
|
|
|
|
Credit losses for securities sold during the period
|
|
|
(5,102)
|
|
|
(2,959)
|
|
|
|
|
Balance of credit-related OTTI at December 31,
|
|
$
|
|
|
$
|
4,450
|
|
$
|
6,539
|
|
F-23 | ||
F-24 | ||
|
|
December 31, 2013
|
|
||||||||||||||||
|
|
Total
|
|
Less than 12 Months
|
|
12 Months or Longer
|
|
||||||||||||
|
|
Fair
Value |
|
Unrealized
Losses |
|
Fair
Value |
|
Unrealized
Losses |
|
Fair
Value |
|
Unrealized
Losses |
|
||||||
|
|
(Dollars in Thousands)
|
|
||||||||||||||||
Investment Securities
Available-for-Sale: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury and
agency securities |
|
$
|
13,519
|
|
$
|
(825)
|
|
$
|
13,519
|
|
$
|
(825)
|
|
$
|
|
|
$
|
|
|
Federal agency obligation
|
|
|
17,200
|
|
|
(655)
|
|
|
17,200
|
|
|
(655)
|
|
|
|
|
|
|
|
Residential mortgage
pass-through securities |
|
|
18,293
|
|
|
(229)
|
|
|
18,293
|
|
|
(229)
|
|
|
|
|
|
|
|
Commercial mortgage
pass-through securities |
|
|
2,924
|
|
|
(157)
|
|
|
2,924
|
|
|
(157)
|
|
|
|
|
|
|
|
Obligations of U.S. states and
political subdivisions |
|
|
4,199
|
|
|
(55)
|
|
|
4,199
|
|
|
(55)
|
|
|
|
|
|
|
|
Trust preferred securities
|
|
|
5,306
|
|
|
(510)
|
|
|
4,031
|
|
|
(211)
|
|
|
1,275
|
|
|
(299)
|
|
Corporate bonds and notes
|
|
|
32,498
|
|
|
(482)
|
|
|
30,533
|
|
|
(448)
|
|
|
1,965
|
|
|
(34)
|
|
Certificates of deposit
|
|
|
552
|
|
|
(20)
|
|
|
552
|
|
|
(20)
|
|
|
|
|
|
|
|
Equity securities
|
|
|
287
|
|
|
(89)
|
|
|
|
|
|
|
|
|
287
|
|
|
(89)
|
|
Other securities
|
|
|
985
|
|
|
(15)
|
|
|
|
|
|
|
|
|
985
|
|
|
(15)
|
|
Total
|
|
|
95,763
|
|
|
(3,037)
|
|
|
91,251
|
|
|
(2,600)
|
|
|
4,512
|
|
|
(437)
|
|
Investment Securities
Held-to-Maturity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury and agency
securities |
|
|
27,037
|
|
|
(1,019)
|
|
|
27,037
|
|
|
(1,019)
|
|
|
|
|
|
|
|
Federal agency obligation
|
|
|
13,492
|
|
|
(389)
|
|
|
13,197
|
|
|
(388)
|
|
|
295
|
|
|
(1)
|
|
Residential mortgage
pass-through securities |
|
|
2,182
|
|
|
(64)
|
|
|
2,182
|
|
|
(64)
|
|
|
|
|
|
|
|
Commercial mortgage-backed
securities |
|
|
1,395
|
|
|
(62)
|
|
|
1,395
|
|
|
(62)
|
|
|
|
|
|
|
|
Obligations of U.S. states
and political subdivisions |
|
|
66,034
|
|
|
(3,688)
|
|
|
57,072
|
|
|
(2,957)
|
|
|
8,962
|
|
|
(731)
|
|
Corporate bonds and notes
|
|
|
27,210
|
|
|
(622)
|
|
|
27,210
|
|
|
(622)
|
|
|
|
|
|
|
|
Total
|
|
|
137,350
|
|
|
(5,844)
|
|
|
128,093
|
|
|
(5,112)
|
|
|
9,257
|
|
|
(732)
|
|
Total Temporarily Impaired
Securities |
|
$
|
233,113
|
|
$
|
(8,881)
|
|
$
|
219,344
|
|
$
|
(7,712)
|
|
$
|
13,769
|
|
$
|
(1,169)
|
|
F-25 | ||
|
|
December 31, 2012
|
|
||||||||||||||||
|
|
Total
|
|
Less than 12 Months
|
|
12 Months or Longer
|
|
||||||||||||
|
|
Fair
Value |
|
Unrealized
Losses |
|
Fair
Value |
|
Unrealized
Losses |
|
Fair
Value |
|
Unrealized
Losses |
|
||||||
|
|
(Dollars in Thousands)
|
|
||||||||||||||||
Investment Securities
Available-for-Sale: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury and agency
securities |
|
$
|
4,460
|
|
$
|
(23)
|
|
$
|
4,460
|
|
$
|
(23)
|
|
$
|
|
|
$
|
|
|
Federal agency obligation
|
|
|
877
|
|
|
(5)
|
|
|
877
|
|
|
(5)
|
|
|
|
|
|
|
|
Residential mortgage
pass-through securities |
|
|
1,669
|
|
|
(1)
|
|
|
1,669
|
|
|
(1)
|
|
|
|
|
|
|
|
Obligations of U.S. states
and political subdivisions |
|
|
18,360
|
|
|
(132)
|
|
|
18,360
|
|
|
(132)
|
|
|
|
|
|
|
|
Trust preferred securities
|
|
|
11,740
|
|
|
(1,174)
|
|
|
10,494
|
|
|
(18)
|
|
|
1,246
|
|
|
(1,156)
|
|
Corporate bonds and notes
|
|
|
26,440
|
|
|
(371)
|
|
|
18,244
|
|
|
(134)
|
|
|
8,196
|
|
|
(237)
|
|
Certificates of deposit
|
|
|
388
|
|
|
(10)
|
|
|
388
|
|
|
(10)
|
|
|
|
|
|
|
|
Equity securities
|
|
|
325
|
|
|
(210)
|
|
|
|
|
|
|
|
|
325
|
|
|
(210)
|
|
Other securities
|
|
|
985
|
|
|
(15)
|
|
|
|
|
|
|
|
|
985
|
|
|
(15)
|
|
Total
|
|
|
65,244
|
|
|
(1,941)
|
|
|
54,492
|
|
|
(323)
|
|
|
10,752
|
|
|
(1,618)
|
|
Investment Securities
Held-to-Maturity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial mortgage-backed
securities |
|
|
932
|
|
|
(5)
|
|
|
932
|
|
|
(5)
|
|
|
|
|
|
|
|
Total
|
|
|
932
|
|
|
(5)
|
|
|
932
|
|
|
(5)
|
|
|
|
|
|
|
|
Total Temporarily Impaired
Securities |
|
$
|
66,176
|
|
$
|
(1,946)
|
|
$
|
55,424
|
|
$
|
(328)
|
|
$
|
10,752
|
|
$
|
(1,618)
|
|
|
|
2013
|
|
2012
|
|
||
|
|
(Dollars in Thousands)
|
|
||||
Commercial and industrial
|
|
$
|
229,688
|
|
$
|
181,682
|
|
Commercial real estate
|
|
|
536,539
|
|
|
497,392
|
|
Construction
|
|
|
42,722
|
|
|
40,277
|
|
Residential mortgage
|
|
|
150,571
|
|
|
169,094
|
|
Installment
|
|
|
1,084
|
|
|
1,104
|
|
Subtotal
|
|
|
960,604
|
|
|
889,549
|
|
Net deferred loan costs
|
|
|
339
|
|
|
123
|
|
Total loans
|
|
$
|
960,943
|
|
$
|
889,672
|
|
F-26 | ||
For years ending December 31,
|
|
(Dollars in Thousands)
|
|
|
2014
|
|
$
|
216
|
|
2015
|
|
|
228
|
|
2016
|
|
|
265
|
|
2017
|
|
|
265
|
|
2018
|
|
|
265
|
|
Thereafter
|
|
|
2,511
|
|
Total minimum future lease receipts
|
|
$
|
3,750
|
|
|
|
2013
|
|
2012
|
|
||
|
|
(Dollars in Thousands)
|
|||||
Commercial and industrial
|
|
$
|
753
|
|
$
|
214
|
|
Commercial real estate
|
|
|
744
|
|
|
354
|
|
Construction
|
|
|
|
|
|
319
|
|
Residential mortgage
|
|
|
1,640
|
|
|
2,729
|
|
Total loans receivable on non-accrual status
|
|
$
|
3,137
|
|
$
|
3,616
|
|
F-27 | ||
|
|
December 31, 2013
|
|
|||||||||||||
|
|
(Dollars in Thousands)
|
|
|||||||||||||
|
|
Pass
|
|
Special
Mention |
|
Substandard
|
|
Doubtful
|
|
Total
|
|
|||||
Commercial and industrial
|
|
$
|
226,013
|
|
$
|
1,719
|
|
$
|
1,284
|
|
$
|
672
|
|
$
|
229,688
|
|
Commercial real estate
|
|
|
509,679
|
|
|
14,544
|
|
|
12,316
|
|
|
|
|
|
536,539
|
|
Construction
|
|
|
41,492
|
|
|
|
|
|
1,230
|
|
|
|
|
|
42,722
|
|
Residential mortgage
|
|
|
147,379
|
|
|
978
|
|
|
2,214
|
|
|
|
|
|
150,571
|
|
Installment
|
|
|
964
|
|
|
|
|
|
120
|
|
|
|
|
|
1,084
|
|
Total loans
|
|
$
|
925,527
|
|
$
|
17,241
|
|
$
|
17,164
|
|
$
|
672
|
|
$
|
960,604
|
|
|
|
December 31, 2012
|
|
|||||||||||||
|
|
(Dollars in Thousands)
|
|
|||||||||||||
|
|
Pass
|
|
Special
Mention |
|
Substandard
|
|
Doubtful
|
|
Total
|
|
|||||
Commercial and industrial
|
|
$
|
176,818
|
|
$
|
3,281
|
|
$
|
1,583
|
|
$
|
|
|
$
|
181,682
|
|
Commercial real estate
|
|
|
462,266
|
|
|
18,945
|
|
|
16,181
|
|
|
|
|
|
497,392
|
|
Construction
|
|
|
38,303
|
|
|
810
|
|
|
1,164
|
|
|
|
|
|
40,277
|
|
Residential mortgage
|
|
|
163,769
|
|
|
993
|
|
|
4,332
|
|
|
|
|
|
169,094
|
|
Installment
|
|
|
967
|
|
|
|
|
|
137
|
|
|
|
|
|
1,104
|
|
Total loans
|
|
$
|
842,123
|
|
$
|
24,029
|
|
$
|
23,397
|
|
$
|
|
|
$
|
889,549
|
|
F-28 | ||
|
|
December 31, 2013
|
|
|||||||||||||
|
|
(Dollars in Thousands)
|
|
|||||||||||||
No Related Allowance Recorded
|
|
Recorded
Investment |
|
Unpaid
Principal Balance |
|
Related
Allowance |
|
Average
Recorded Investment |
|
Interest
Income Recognized |
|
|||||
Commercial and industrial
|
|
$
|
449
|
|
$
|
449
|
|
$
|
|
|
$
|
494
|
|
$
|
25
|
|
Commercial real estate
|
|
|
10,482
|
|
|
10,783
|
|
|
|
|
|
10,658
|
|
|
496
|
|
Residential mortgage
|
|
|
1,858
|
|
|
2,000
|
|
|
|
|
|
1,892
|
|
|
94
|
|
Installment
|
|
|
120
|
|
|
120
|
|
|
|
|
|
128
|
|
|
6
|
|
Total
|
|
$
|
12,909
|
|
$
|
13,352
|
|
$
|
|
|
$
|
13,172
|
|
$
|
621
|
|
With An Allowance Recorded
|
|
Recorded
Investment |
|
Unpaid
Principal Balance |
|
Related
Allowance |
|
Average
Recorded Investment |
|
Interest
Income Recognized |
|
|||||
Commercial and industrial
|
|
$
|
672
|
|
$
|
672
|
|
$
|
300
|
|
$
|
687
|
|
$
|
43
|
|
Commercial real estate
|
|
|
4,344
|
|
|
4,344
|
|
|
115
|
|
|
4,359
|
|
|
200
|
|
Total
|
|
$
|
5,016
|
|
$
|
5,016
|
|
$
|
415
|
|
$
|
5,046
|
|
$
|
243
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and industrial
|
|
$
|
1,121
|
|
$
|
1,121
|
|
$
|
300
|
|
$
|
1,181
|
|
$
|
68
|
|
Commercial real estate
|
|
|
14,826
|
|
|
15,127
|
|
|
115
|
|
|
15,017
|
|
|
696
|
|
Residential mortgage
|
|
|
1,858
|
|
|
2,000
|
|
|
|
|
|
1,892
|
|
|
94
|
|
Installment
|
|
|
120
|
|
|
120
|
|
|
|
|
|
128
|
|
|
6
|
|
Total (including related
allowance) |
|
$
|
17,925
|
|
$
|
18,368
|
|
$
|
415
|
|
$
|
18,218
|
|
$
|
864
|
|
|
|
December 31, 2012
|
|
|||||||||||||
|
|
(Dollars in Thousands)
|
|
|||||||||||||
No Related Allowance Recorded
|
|
Recorded
Investment |
|
Unpaid
Principal Balance |
|
Related
Allowance |
|
Average
Recorded Investment |
|
Interest
Income Recognized |
|
|||||
Commercial and industrial
|
|
$
|
731
|
|
$
|
731
|
|
$
|
|
|
$
|
834
|
|
$
|
46
|
|
Commercial real estate
|
|
|
5,886
|
|
|
6,187
|
|
|
|
|
|
6,182
|
|
|
349
|
|
Construction
|
|
|
3,600
|
|
|
3,600
|
|
|
|
|
|
3,600
|
|
|
92
|
|
Residential mortgage
|
|
|
422
|
|
|
422
|
|
|
|
|
|
439
|
|
|
22
|
|
Total
|
|
$
|
10,639
|
|
$
|
10,940
|
|
$
|
|
|
$
|
11,055
|
|
$
|
509
|
|
With An Allowance Recorded
|
|
Recorded
Investment |
|
Unpaid
Principal Balance |
|
Related
Allowance |
|
Average
Recorded Investment |
|
Interest
Income Recognized |
|
|||||
Commercial real estate
|
|
$
|
4,180
|
|
$
|
4,180
|
|
$
|
493
|
|
$
|
4,179
|
|
$
|
138
|
|
Residential mortgage
|
|
|
1,255
|
|
|
1,255
|
|
|
152
|
|
|
1,289
|
|
|
40
|
|
Total
|
|
$
|
5,435
|
|
$
|
5,435
|
|
$
|
645
|
|
$
|
5,468
|
|
$
|
178
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and industrial
|
|
$
|
731
|
|
$
|
731
|
|
$
|
|
|
$
|
834
|
|
$
|
46
|
|
Commercial real estate
|
|
|
10,066
|
|
|
10,367
|
|
|
493
|
|
|
10,361
|
|
|
487
|
|
Construction
|
|
|
3,600
|
|
|
3,600
|
|
|
|
|
|
3,600
|
|
|
92
|
|
Residential mortgage
|
|
|
1,677
|
|
|
1,677
|
|
|
152
|
|
|
1,728
|
|
|
62
|
|
Total (including related
allowance) |
|
$
|
16,074
|
|
$
|
16,375
|
|
$
|
645
|
|
$
|
16,523
|
|
$
|
687
|
|
F-29 | ||
F-30 | ||
|
|
December 31, 2013
|
|
|||||||||||||||||||
|
|
(Dollars in Thousands)
|
|
|||||||||||||||||||
|
|
30 59
Days Past Due |
|
60 89
Days Past Due |
|
Greater
Than 90 Days |
|
Total
Past Due |
|
Current
|
|
Total
Loans Receivable |
|
Loans
Receivable > 90 Days And Accruing |
|
|||||||
Commercial and
Industrial |
|
$
|
18
|
|
$
|
|
|
$
|
753
|
|
$
|
771
|
|
$
|
228,917
|
|
$
|
229,688
|
|
$
|
|
|
Commercial Real
Estate |
|
|
221
|
|
|
|
|
|
744
|
|
|
965
|
|
|
535,574
|
|
|
536,539
|
|
|
|
|
Construction
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
42,722
|
|
|
42,722
|
|
|
|
|
Residential
Mortgage |
|
|
990
|
|
|
258
|
|
|
1,640
|
|
|
2,888
|
|
|
147,683
|
|
|
150,571
|
|
|
|
|
Installment
|
|
|
5
|
|
|
|
|
|
|
|
|
5
|
|
|
1,079
|
|
|
1,084
|
|
|
|
|
Total
|
|
$
|
1,234
|
|
$
|
258
|
|
$
|
3,137
|
|
$
|
4,629
|
|
$
|
955,975
|
|
$
|
960,604
|
|
$
|
|
|
|
|
December 31, 2012
|
|
|||||||||||||||||||
|
|
(Dollars in Thousands)
|
|
|||||||||||||||||||
|
|
30 59
Days Past Due |
|
60 89
Days Past Due |
|
Greater
Than 90 Days |
|
Total
Past Due |
|
Current
|
|
Total
Loans Receivable |
|
Loans
Receivable > 90 Days And Accruing |
|
|||||||
Commercial and
Industrial |
|
$
|
590
|
|
$
|
|
|
|
216
|
|
|
806
|
|
$
|
180,876
|
|
$
|
181,682
|
|
$
|
|
|
Commercial Real
Estate |
|
|
1,012
|
|
|
703
|
|
|
354
|
|
|
2,069
|
|
|
495,323
|
|
|
497,392
|
|
|
|
|
Construction
|
|
|
|
|
|
|
|
|
319
|
|
|
319
|
|
|
39,958
|
|
|
40,277
|
|
|
|
|
Residential
Mortgage |
|
|
2,017
|
|
|
628
|
|
|
2,784
|
|
|
5,429
|
|
|
163,665
|
|
|
169,094
|
|
|
55
|
|
Installment
|
|
|
23
|
|
|
|
|
|
|
|
|
23
|
|
|
1,081
|
|
|
1,104
|
|
|
|
|
Total
|
|
$
|
3,642
|
|
$
|
1,331
|
|
$
|
3,673
|
|
$
|
8,646
|
|
$
|
880,903
|
|
$
|
889,549
|
|
$
|
55
|
|
F-31 | ||
|
|
December 31, 2013
(Dollars in Thousands) |
|
|||||||||||||||||||
|
|
C & I
|
|
Comm R/E
|
|
Construction
|
|
Res Mtge
|
|
Installment
|
|
Unallocated
|
|
Total
|
|
|||||||
Allowance for
loan and lease losses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Individually
evaluated for impairment |
|
$
|
300
|
|
$
|
115
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
415
|
|
Collectively
evaluated for impairment |
|
|
1,398
|
|
|
5,631
|
|
|
362
|
|
|
990
|
|
|
146
|
|
|
1,391
|
|
|
9,918
|
|
Total
|
|
$
|
1,698
|
|
$
|
5,746
|
|
$
|
362
|
|
$
|
990
|
|
$
|
146
|
|
$
|
1,391
|
|
$
|
10,333
|
|
Loans Receivable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Individually
evaluated for impairment |
|
$
|
1,121
|
|
$
|
14,826
|
|
$
|
|
|
$
|
1,858
|
|
$
|
120
|
|
$
|
|
|
$
|
17,925
|
|
Collectively
evaluated for impairment |
|
|
226,450
|
|
|
505,361
|
|
|
41,493
|
|
|
135,031
|
|
|
839
|
|
|
|
|
|
909,174
|
|
Loans acquired
with discounts related to credit quality |
|
|
2,117
|
|
|
16,352
|
|
|
1,229
|
|
|
13,682
|
|
|
125
|
|
|
|
|
|
33,505
|
|
Total
|
|
$
|
229,688
|
|
$
|
536,539
|
|
$
|
42,722
|
|
$
|
150,571
|
|
$
|
1,084
|
|
$
|
|
|
$
|
960,604
|
|
|
|
December 31, 2012
(Dollars in Thousands) |
|
|||||||||||||||||||
|
|
C & I
|
|
Comm R/E
|
|
Construction
|
|
Res Mtge
|
|
Installment
|
|
Unallocated
|
|
Total
|
|
|||||||
Allowance for
loan and lease losses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Individually
evaluated for impairment |
|
$
|
|
|
$
|
493
|
|
$
|
|
|
$
|
152
|
|
$
|
|
|
$
|
|
|
$
|
645
|
|
Collectively
evaluated for impairment |
|
|
2,419
|
|
|
4,719
|
|
|
313
|
|
|
1,376
|
|
|
114
|
|
|
651
|
|
|
9,592
|
|
Total
|
|
$
|
2,419
|
|
$
|
5,212
|
|
$
|
313
|
|
$
|
1,528
|
|
$
|
114
|
|
$
|
651
|
|
$
|
10,237
|
|
Loans Receivable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Individually
evaluated for impairment |
|
$
|
731
|
|
$
|
10,066
|
|
$
|
3,600
|
|
$
|
1,677
|
|
$
|
|
|
$
|
|
|
$
|
16,074
|
|
Collectively
evaluated for impairment |
|
|
176,913
|
|
|
466,411
|
|
|
34,572
|
|
|
146,508
|
|
|
973
|
|
|
|
|
|
825,377
|
|
Loans acquired
with discounts related to credit quality |
|
|
4,038
|
|
|
20,915
|
|
|
2,105
|
|
|
20,909
|
|
|
131
|
|
|
|
|
|
48,098
|
|
Total
|
|
$
|
181,682
|
|
$
|
497,392
|
|
$
|
40,277
|
|
$
|
169,094
|
|
$
|
1,104
|
|
$
|
|
|
$
|
889,549
|
|
F-32 | ||
|
|
Year Ended December 31, 2013
|
|
|||||||||||||||||||
|
|
(Dollars in thousands)
|
|
|||||||||||||||||||
|
|
C & I
|
|
Comm R/E
|
|
Construction
|
|
Res Mtg
|
|
Installment
|
|
Unallocated
|
|
Total
|
|
|||||||
Balance at January 1,
|
|
$
|
2,424
|
|
$
|
5,323
|
|
$
|
313
|
|
$
|
1,532
|
|
$
|
113
|
|
$
|
532
|
|
$
|
10,237
|
|
Loans charged-off
|
|
|
(6)
|
|
|
(126)
|
|
|
|
|
|
(175)
|
|
|
(22)
|
|
|
|
|
|
(329)
|
|
Recoveries
|
|
|
41
|
|
|
28
|
|
|
|
|
|
|
|
|
6
|
|
|
|
|
|
75
|
|
Provision for loan losses
|
|
|
(761)
|
|
|
521
|
|
|
49
|
|
|
(367)
|
|
|
49
|
|
|
859
|
|
|
350
|
|
Balance at December 31,
|
|
$
|
1,698
|
|
$
|
5,746
|
|
$
|
362
|
|
$
|
990
|
|
$
|
146
|
|
$
|
1,391
|
|
$
|
10,333
|
|
|
|
Year Ended December 31, 2012
|
|
|||||||||||||||||||
|
|
(Dollars in thousands)
|
|
|||||||||||||||||||
|
|
C & I
|
|
Comm R/E
|
|
Construction
|
|
Res Mtg
|
|
Installment
|
|
Unallocated
|
|
Total
|
|
|||||||
Balance at January 1,
|
|
$
|
1,527
|
|
$
|
5,972
|
|
$
|
707
|
|
$
|
1,263
|
|
$
|
51
|
|
$
|
82
|
|
$
|
9,602
|
|
Loans charged-off
|
|
|
|
|
|
(57)
|
|
|
|
|
|
(454)
|
|
|
(16)
|
|
|
|
|
|
(527)
|
|
Recoveries
|
|
|
|
|
|
80
|
|
|
540
|
|
|
210
|
|
|
7
|
|
|
|
|
|
837
|
|
Provision for loan losses
|
|
|
892
|
|
|
(783)
|
|
|
(934)
|
|
|
509
|
|
|
72
|
|
|
569
|
|
|
325
|
|
Balance at December 31,
|
|
$
|
2,419
|
|
$
|
5,212
|
|
$
|
313
|
|
$
|
1,528
|
|
$
|
114
|
|
$
|
651
|
|
$
|
10,237
|
|
|
|
For the Year Ended December 31,
|
|
|||||||
|
|
2013
|
|
2012
|
|
2011
|
|
|||
|
|
(Dollars in Thousands)
|
|
|||||||
Balance at the beginning of year
|
|
$
|
10,237
|
|
$
|
9,602
|
|
$
|
8,867
|
|
Provision for loan losses
|
|
|
350
|
|
|
325
|
|
|
2,448
|
|
Loans charged-off
|
|
|
(329)
|
|
|
(527)
|
|
|
(2,028)
|
|
Recoveries on loans previously charged-off
|
|
|
75
|
|
|
837
|
|
|
315
|
|
Balance at the end of year
|
|
$
|
10,333
|
|
$
|
10,237
|
|
$
|
9,602
|
|
F-33 | ||
|
|
Year Ended December 31, 2013
|
|
|||||||
|
|
Number of
Loans |
|
Pre-restructuring
Outstanding Recorded Investment |
|
Post-restructuring
Outstanding Recorded Investment |
|
|||
|
|
(Dollars in Thousands)
|
|
|||||||
Troubled debt restructurings:
|
|
|
|
|
|
|
|
|
|
|
Commercial Real Estate
|
|
|
|
|
$
|
|
|
$
|
|
|
Residential Mortgage
|
|
|
|
|
|
|
|
|
|
|
Installment
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
$
|
|
|
$
|
|
|
|
|
Year Ended December 31, 2012
|
|
|||||||
|
|
Number of
Loans |
|
Pre-restructuring
Outstanding Recorded Investment |
|
Post-restructuring
Outstanding Recorded Investment |
|
|||
|
|
(Dollars in Thousands)
|
|
|||||||
Troubled debt restructurings:
|
|
|
|
|
|
|
|
|
|
|
Commercial Real Estate
|
|
|
1
|
|
$
|
225
|
|
$
|
225
|
|
Residential Mortgage
|
|
|
1
|
|
|
714
|
|
|
675
|
|
Installment
|
|
|
1
|
|
|
1,354
|
|
|
1,354
|
|
Total
|
|
|
3
|
|
$
|
2,293
|
|
$
|
2,254
|
|
F-34 | ||
|
|
Estimated
|
|
|
|
|
|
|
|
|
|
Useful Life
|
|
|
|
|
|
|
|
|
|
(Years)
|
|
2013
|
|
2012
|
|
||
|
|
(Dollars in Thousands)
|
|
||||||
Land
|
|
|
|
$
|
2,403
|
|
$
|
2,403
|
|
Buildings
|
|
5 40
|
|
|
13,675
|
|
|
13,434
|
|
Furniture, fixtures and equipment
|
|
2 20
|
|
|
17,604
|
|
|
17,226
|
|
Leasehold improvements
|
|
5 30
|
|
|
3,184
|
|
|
2,900
|
|
Subtotal
|
|
|
|
|
36,866
|
|
|
35,963
|
|
Less: accumulated depreciation and
amortization |
|
|
|
|
23,185
|
|
|
22,400
|
|
Total premises and equipment, net
|
|
|
|
$
|
13,681
|
|
$
|
13,563
|
|
|
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Net
Carrying Amount |
|
|||
|
|
(Dollars in Thousands)
|
|
|||||||
As of December 31, 2013:
|
|
|
|
|
|
|
|
|
|
|
Core deposits
|
|
$
|
703
|
|
$
|
(679)
|
|
$
|
24
|
|
Total intangible assets
|
|
|
703
|
|
|
(679)
|
|
|
24
|
|
As of December 31, 2012:
|
|
|
|
|
|
|
|
|
|
|
Core deposits
|
|
$
|
703
|
|
$
|
(649)
|
|
$
|
54
|
|
Total intangible assets
|
|
|
703
|
|
|
(649)
|
|
|
54
|
|
F-35 | ||
(dollars in thousands)
|
|
Amount
|
|
|
2014
|
|
$
|
102,106
|
|
2015
|
|
|
25,672
|
|
2016
|
|
|
19,765
|
|
2017
|
|
|
4,376
|
|
2018
|
|
|
34
|
|
Thereafter
|
|
|
|
|
Total
|
|
$
|
151,953
|
|
(dollars in thousands)
|
|
Amount
|
|
|
Three Months or Less
|
|
$
|
15,301
|
|
Over Three Months through Six Months
|
|
|
28,401
|
|
Over Six Months through Twelve Months
|
|
|
18,771
|
|
Over Twelve Months
|
|
|
36,971
|
|
Total
|
|
$
|
99,444
|
|
|
|
2013
|
|
2012
|
|
||
|
|
(Dollars in Thousands)
|
|
||||
FHLB long-term advances
|
|
$
|
115,000
|
|
$
|
115,000
|
|
Securities sold under agreements to repurchase
|
|
|
31,000
|
|
|
31,000
|
|
Total long-term borrowings
|
|
$
|
146,000
|
|
$
|
146,000
|
|
F-36 | ||
|
|
2013
|
|
2012
|
|
||
|
|
|
|
|
|
|
|
|
|
(Dollars in Thousands)
|
|
||||
2016
|
|
$
|
|
|
$
|
20,000
|
|
2017
|
|
|
35,000
|
|
|
55,000
|
|
2018
|
|
|
40,000
|
|
|
40,000
|
|
2020
|
|
|
40,000
|
|
|
|
|
Total
|
|
$
|
115,000
|
|
$
|
115,000
|
|
|
|
2013
|
|
2012
|
|
||
|
|
(Dollars in Thousands)
|
|||||
2017
|
|
$
|
15,000
|
|
$
|
15,000
|
|
2018
|
|
|
16,000
|
|
|
16,000
|
|
Total
|
|
$
|
31,000
|
|
$
|
31,000
|
|
F-37 | ||
Issuance Date
|
|
Securities
Issued |
|
Liquidation Value
|
|
Coupon Rate
|
|
Maturity
|
|
Redeemable by
Issuer Beginning |
|
|
12/19/2003
|
|
$
|
5,000,000
|
|
$1,000 per Capital Security
|
|
Floating 3-month LIBOR + 285 Basis Points
|
|
01/23/2034
|
|
01/23/2009
|
|
|
|
2013
|
|
2012
|
|
2011
|
|
|||
|
|
(Dollars in Thousands)
|
|
|||||||
Current:
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
$
|
5,658
|
|
$
|
5,506
|
|
$
|
3,818
|
|
State
|
|
|
87
|
|
|
259
|
|
|
187
|
|
Subtotal
|
|
|
5,745
|
|
|
5,765
|
|
|
4,005
|
|
Deferred:
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
|
1,906
|
|
|
1,085
|
|
|
2,157
|
|
State
|
|
|
(167)
|
|
|
827
|
|
|
1,249
|
|
Subtotal
|
|
|
1,739
|
|
|
1,912
|
|
|
3,406
|
|
Income tax expense
|
|
$
|
7,484
|
|
$
|
7,677
|
|
$
|
7,411
|
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||
|
|
(Dollars in Thousands)
|
|
|||||||||
Income before income tax expense
|
|
$
|
27,409
|
|
|
$
|
25,184
|
|
|
$
|
21,337
|
|
Federal statutory rate
|
|
|
35
|
%
|
|
|
35
|
%
|
|
|
35
|
%
|
Computed “expected” Federal income tax
expense |
|
|
9,593
|
|
|
|
8,814
|
|
|
|
7,468
|
|
State tax, net of Federal tax benefit
|
|
|
(53)
|
|
|
|
706
|
|
|
|
933
|
|
Bank owned life insurance
|
|
|
(477)
|
|
|
|
(356)
|
|
|
|
(363)
|
|
Tax-exempt interest and dividends
|
|
|
(1,645)
|
|
|
|
(1,228)
|
|
|
|
(595)
|
|
Bargain gain on Saddle River Valley Bank
acquisition |
|
|
|
|
|
|
(314)
|
|
|
|
|
|
Other, net
|
|
|
66
|
|
|
|
55
|
|
|
|
(32)
|
|
Income tax
|
|
$
|
7,484
|
|
|
$
|
7,677
|
|
|
$
|
7,411
|
|
F-38 | ||
|
|
2013
|
|
2012
|
|
||
|
|
(Dollars in Thousands)
|
|
||||
Deferred tax assets:
|
|
|
|
|
|
|
|
Impaired assets
|
|
$
|
1,221
|
|
$
|
1,967
|
|
Allowance for loan losses
|
|
|
4,118
|
|
|
4,040
|
|
Employee benefit plans
|
|
|
|
|
|
64
|
|
Pension actuarial losses
|
|
|
2,206
|
|
|
2,473
|
|
Other
|
|
|
466
|
|
|
454
|
|
NJ NOL
|
|
|
399
|
|
|
|
|
NJ AMA credits
|
|
|
137
|
|
|
131
|
|
Total deferred tax assets
|
|
$
|
8,547
|
|
$
|
9,129
|
|
Deferred tax liabilities:
|
|
|
|
|
|
|
|
Employee benefit plans
|
|
$
|
1,281
|
|
$
|
|
|
Depreciation
|
|
|
416
|
|
|
294
|
|
Market discount accretion
|
|
|
200
|
|
|
148
|
|
Deferred loan costs, net of fees
|
|
|
385
|
|
|
330
|
|
Purchase accounting
|
|
|
522
|
|
|
608
|
|
Unrealized gains on securities available-for-sale
|
|
|
547
|
|
|
5,675
|
|
Total deferred tax liabilities
|
|
|
3,351
|
|
|
7,055
|
|
Net deferred tax asset
|
|
$
|
5,196
|
|
$
|
2,074
|
|
F-39 | ||
|
|
2013
|
|
2012
|
|
||
|
|
(Dollars in Thousands)
|
|
||||
Commitments under commercial loans and lines of credit
|
|
$
|
109,661
|
|
$
|
129,797
|
|
Home equity and other revolving lines of credit
|
|
|
41,836
|
|
|
46,795
|
|
Outstanding commercial mortgage loan commitments
|
|
|
48,129
|
|
|
30,955
|
|
Standby letters of credit
|
|
|
9,655
|
|
|
1,700
|
|
Performance letters of credit
|
|
|
21,844
|
|
|
27,743
|
|
Outstanding residential mortgage loan commitments
|
|
|
1,858
|
|
|
2,207
|
|
Overdraft protection lines
|
|
|
5,273
|
|
|
5,666
|
|
Total
|
|
$
|
238,256
|
|
$
|
244,863
|
|
F-40 | ||
F-41 | ||
|
|
Union Center
National Bank |
|
Minimum
Capital Adequacy |
|
For Classification
Under Corrective Action Plan as Well Capitalized |
|
||||||||||||
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
||||||
|
|
(Dollars in Thousands)
|
|
||||||||||||||||
December 31, 2013
Leverage (Tier 1) capital |
|
$
|
159,431
|
|
9.69
|
%
|
|
$
|
65,813
|
|
4.00
|
%
|
|
$
|
82,266
|
|
5.00
|
%
|
|
Risk-Based
Capital: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tier 1
|
|
$
|
159,431
|
|
12.10
|
%
|
|
$
|
52,704
|
|
4.00
|
%
|
|
$
|
79,057
|
|
6.00
|
%
|
|
Total
|
|
|
169,974
|
|
12.91
|
%
|
|
|
105,329
|
|
8.00
|
%
|
|
|
131,661
|
|
10.00
|
%
|
|
December 31, 2012
Leverage (Tier 1) capital |
|
$
|
143,294
|
|
8.99
|
%
|
|
$
|
63,757
|
|
4.00
|
%
|
|
$
|
79,696
|
|
5.00
|
%
|
|
Risk-Based
Capital: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tier 1
|
|
$
|
143,294
|
|
11.35
|
%
|
|
$
|
50,500
|
|
4.00
|
%
|
|
$
|
75,750
|
|
6.00
|
%
|
|
Total
|
|
|
153,776
|
|
12.18
|
%
|
|
|
101,002
|
|
8.00
|
%
|
|
|
126,253
|
|
10.00
|
%
|
|
|
|
Parent Corporation
|
|
Minimum Capital
Adequacy |
|
For Classification
as Well Capitalized |
|
||||||||||||
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
||||||
|
|
(Dollars in Thousands)
|
|
||||||||||||||||
December 31, 2013
Leverage (Tier 1) capital |
|
$
|
159,316
|
|
9.69
|
%
|
|
$
|
65,765
|
|
4.00
|
%
|
|
$
|
N/A
|
|
N/A
|
%
|
|
Risk-Based
Capital: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tier 1
|
|
$
|
159,316
|
|
12.10
|
%
|
|
$
|
52,666
|
|
4.00
|
%
|
|
$
|
N/A
|
|
N/A
|
%
|
|
Total
|
|
|
169,894
|
|
12.90
|
%
|
|
|
105,361
|
|
8.00
|
%
|
|
|
N/A
|
|
N/A
|
|
|
December 31, 2012
Leverage (Tier 1) capital |
|
$
|
143,824
|
|
9.02
|
%
|
|
$
|
63,780
|
|
4.00
|
%
|
|
$
|
N/A
|
|
N/A
|
%
|
|
Risk-Based
Capital: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tier 1
|
|
$
|
143,824
|
|
11.39
|
%
|
|
$
|
50,509
|
|
4.00
|
%
|
|
$
|
N/A
|
|
N/A
|
%
|
|
Total
|
|
|
154,271
|
|
12.22
|
%
|
|
|
100,996
|
|
8.00
|
%
|
|
|
N/A
|
|
N/A
|
|
|
F-42 | ||
|
|
|
|
|
|
|
|
|
|
|
Affected Line Item in the
|
Details about Accumulated Other
|
|
Amounts Reclassified from Accumulated
|
|
Statement Where Net Income is
|
|||||||
Comprehensive Income Components
|
|
Other Comprehensive Income
|
|
Presented
|
|||||||
|
|
Twelve Months Ended
|
|
|
|||||||
|
|
December 31,
|
|
|
|||||||
(Dollars in thousands)
|
|
2013
|
|
2012
|
|
2011
|
|
|
|||
OTTI losses
|
|
$
|
(652)
|
|
$
|
(870)
|
|
$
|
(342)
|
|
Net investment securities gains
|
|
|
|
178
|
|
|
265
|
|
|
119
|
|
Tax benefit
|
|
|
|
(474)
|
|
|
(605)
|
|
|
(223)
|
|
Net of tax
|
Sale of investment securities available-for-sale
|
|
|
2,363
|
|
|
2,882
|
|
|
3,976
|
|
Net investment securities gains
|
|
|
|
(645)
|
|
|
(879)
|
|
|
(1,380)
|
|
Tax expense
|
|
|
|
1,718
|
|
|
2,003
|
|
|
2,596
|
|
Net of tax
|
Amortization of unrealized holding gains on securities transferred from available-for-sale to held-to-maturity
|
|
|
58
|
|
|
2
|
|
|
46
|
|
Interest income
|
|
|
|
(19)
|
|
|
(1)
|
|
|
(28)
|
|
Tax expense
|
|
|
|
39
|
|
|
1
|
|
|
18
|
|
Net of tax
|
Pension plan actuarial (gains) losses
|
|
|
(654)
|
|
|
790
|
|
|
1,649
|
|
Before tax
|
|
|
|
267
|
|
|
(323)
|
|
|
(584)
|
|
Tax benefit (expense)
|
|
|
|
(387)
|
|
|
467
|
|
|
1,065
|
|
Net of tax
|
Total reclassification
|
|
$
|
896
|
|
$
|
1,866
|
|
$
|
3,456
|
|
Net of tax
|
|
|
2013
|
|
2012
|
|
||
|
|
(Dollars in Thousands)
|
|
||||
Investment securities available for sale, net of tax
|
|
$
|
2,374
|
|
$
|
8,781
|
|
Unamortized component of securities transferred from
available-for-sale to held-to-maturity, net of tax |
|
|
(1,425)
|
|
|
162
|
|
Defined benefit pension and post-retirement plans, net of tax
|
|
|
(3,493)
|
|
|
(3,880)
|
|
Total
|
|
$
|
(2,544)
|
|
$
|
5,063
|
|
F-43 | ||
|
|
2013
|
|
2012
|
|
||
|
|
(Dollars in Thousands)
|
|
||||
Change in Benefit Obligation:
|
|
|
|
|
|
|
|
Projected benefit obligation at beginning of year
|
|
$
|
13,533
|
|
$
|
12,345
|
|
Interest cost
|
|
|
529
|
|
|
555
|
|
Actuarial loss
|
|
|
255
|
|
|
1,389
|
|
Benefits paid
|
|
|
(748)
|
|
|
(756)
|
|
Projected benefit obligation at end of year
|
|
$
|
13,569
|
|
$
|
13,533
|
|
Change in Plan Assets:
|
|
|
|
|
|
|
|
Fair value of plan assets at beginning year
|
|
$
|
7,034
|
|
$
|
6,762
|
|
Actual return on plan assets
|
|
|
1,040
|
|
|
681
|
|
Employer contributions
|
|
|
3,700
|
|
|
347
|
|
Benefits paid
|
|
|
(748)
|
|
|
(756)
|
|
Fair value of plan assets at end of year
|
|
$
|
11,026
|
|
$
|
7,034
|
|
Funded status
|
|
$
|
(2,543)
|
|
$
|
(6,499)
|
|
F-44 | ||
|
|
2013
|
|
2012
|
|
2011
|
|
|||
|
|
(Dollars in Thousands)
|
|
|||||||
Interest cost
|
|
$
|
529
|
|
$
|
555
|
|
$
|
589
|
|
Expected return on plan assets
|
|
|
(488)
|
|
|
(377)
|
|
|
(381)
|
|
Net amortization
|
|
|
375
|
|
|
294
|
|
|
179
|
|
Net periodic pension expense
|
|
$
|
416
|
|
$
|
472
|
|
$
|
387
|
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||
Discount rate
|
|
|
4.84
|
%
|
|
|
4.03
|
%
|
|
|
4.64
|
%
|
Rate of compensation increase
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
Expected long-term rate of return on plan assets
|
|
|
5.50
|
%
|
|
|
5.50
|
%
|
|
|
5.50
|
%
|
|
2013
|
|
2012
|
|
2011
|
|
|||
|
(Dollars in Thousands)
|
|
|||||||
Weighted average assumptions used to determine net
periodic benefit cost for years ended December 31 |
|
|
|
|
|
|
|
|
|
Discount rate
|
|
4.03
|
%
|
|
4.64
|
%
|
|
5.25
|
%
|
Expected long-term return on plan assets
|
|
5.50
|
%
|
|
5.50
|
%
|
|
5.50
|
%
|
Rate of compensation increase
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
Asset Category
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||
Equity securities (domestic and international)
|
|
|
53
|
%
|
|
|
60
|
%
|
|
|
47
|
%
|
Debt and/or fixed income securities
|
|
|
39
|
%
|
|
|
39
|
%
|
|
|
41
|
%
|
Alternative investments, including commodities, foreign currency and real estate
|
|
|
|
%
|
|
|
1
|
%
|
|
|
4
|
%
|
Cash and other alternative investments, including hedge funds, equity structured notes
|
|
|
8
|
%
|
|
|
|
%
|
|
|
8
|
%
|
Total
|
|
|
100
|
%
|
|
|
100
|
%
|
|
|
100
|
%
|
F-45 | ||
|
|
Range
|
|
|
Target
|
|
||
Equity securities
|
|
|
42 48
|
%
|
|
|
45
|
%
|
Debt and/or fixed income securities
|
|
|
37 43
|
%
|
|
|
40
|
%
|
International equity
|
|
|
12 18
|
%
|
|
|
15
|
%
|
Short term
|
|
|
N/A
|
|
|
|
N/A
|
|
Other
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
December 31,
2013 |
|
Fair Value Measurements at Reporting Date Using
|
|
||||||||
|
|
|
|
Quoted Prices
in Active Markets for Identical Assets (Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
|
||||
|
|
(Dollars in Thousands)
|
|
||||||||||
Cash
|
|
$
|
865
|
|
$
|
865
|
|
$
|
|
|
$
|
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. companies
|
|
|
4,310
|
|
|
4,310
|
|
|
|
|
|
|
|
International
companies |
|
|
1,495
|
|
|
1,495
|
|
|
|
|
|
|
|
Debt and/or fixed
income securities |
|
|
4,356
|
|
|
4,356
|
|
|
|
|
|
|
|
Total
|
|
$
|
11,026
|
|
$
|
11,026
|
|
$
|
|
|
$
|
|
|
|
|
December 31,
2012 |
|
Fair Value Measurements at Reporting Date Using
|
|
||||||||
|
|
|
|
|
Quoted Prices
in Active Markets for Identical Assets (Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
|
|||
|
|
(Dollars in Thousands)
|
|
||||||||||
Cash
|
|
$
|
42
|
|
$
|
42
|
|
$
|
|
|
$
|
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. companies
|
|
|
3,154
|
|
|
3,154
|
|
|
|
|
|
|
|
International
companies |
|
|
1,051
|
|
|
1,051
|
|
|
|
|
|
|
|
Debt and/or fixed
income securities |
|
|
2,787
|
|
|
2,787
|
|
|
|
|
|
|
|
Total
|
|
$
|
7,034
|
|
$
|
7,034
|
|
$
|
|
|
$
|
|
|
F-46 | ||
F-47 | ||
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||
Weighted average fair value of grants
|
|
$
|
2.50 5.87
|
|
|
$
|
2.03
|
|
|
$
|
1.89
|
|
Risk-free interest rate
|
|
|
1.86 2.29
|
%
|
|
|
2.03
|
%
|
|
|
2.19
|
%
|
Dividend yield
|
|
|
1.76 2.11
|
%
|
|
|
1.24
|
%
|
|
|
1.32
|
%
|
Expected volatility
|
|
|
23.21 33.74
|
%
|
|
|
22.04
|
%
|
|
|
22.25
|
%
|
Expected life in months
|
|
|
69 90
|
|
|
|
68
|
|
|
|
65
|
|
F-48 | ||
|
|
Shares
|
|
Weighted-
Average Exercise Price |
|
Weighted-
Average Remaining Contractual Term (In Years) |
|
Aggregate
Intrinsic Value |
|
||||
Outstanding at December 31, 2012
|
|
|
183,574
|
|
$
|
10.04
|
|
|
|
|
|
|
|
Granted
|
|
|
41,639
|
|
|
12.95
|
|
|
|
|
|
|
|
Exercised
|
|
|
(2,268)
|
|
|
9.14
|
|
|
|
|
|
|
|
Forfeited/cancelled/expired
|
|
|
(34,565)
|
|
|
10.81
|
|
|
|
|
|
|
|
Outstanding at December 31, 2013
|
|
|
188,380
|
|
$
|
10.55
|
|
|
5.99
|
|
$
|
1,546,129
|
|
Exercisable at December 31, 2013
|
|
|
113,751
|
|
$
|
10.14
|
|
|
4.40
|
|
$
|
980,102
|
|
Stock Option Plan
|
|
Shares
|
|
Exercise Price
Range per Share |
|
||
Outstanding, December 31, 2010 (138,898 shares exercisable)
|
|
|
198,946
|
|
|
$7.67 to $15.73
|
|
Granted during 2011
|
|
|
27,784
|
|
$
|
9.11
|
|
Exercised during 2011
|
|
|
(42,495)
|
|
$
|
7.71
|
|
Expired or canceled during 2011
|
|
|
(12,857)
|
|
$
|
10.50 to $15.73
|
|
Outstanding, December 31, 2011 (105,388 shares exercisable)
|
|
|
171,378
|
|
|
$7.67 to $15.73
|
|
Granted during 2012
|
|
|
27,784
|
|
$
|
9.64
|
|
Exercised during 2012
|
|
|
(15,588)
|
|
|
$7.67 to $10.50
|
|
Expired or canceled during 2012
|
|
|
|
|
$
|
0.00
|
|
Outstanding, December 31, 2012 (117,111 shares exercisable)
|
|
|
183,574
|
|
|
$7.67 to $15.73
|
|
Granted during 2013
|
|
|
41,639
|
|
$
|
12.52 to $14.24
|
|
Exercised during 2013
|
|
|
(2,268)
|
|
|
$7.67 to $10.66
|
|
Expired or canceled or forfeited during 2013
|
|
|
(34,565)
|
|
$
|
7.67 to $15.73
|
|
Outstanding, December 31, 2013 (113,751 shares exercisable)
|
|
|
188,380
|
|
|
$7.67 to $15.73
|
|
F-49 | ||
|
⋅
|
Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
|
|
⋅
|
Level 2: Quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
|
|
⋅
|
Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (for example, supported with little or no market activity).
|
F-50 | ||
|
(a)
|
Quoted prices in active markets for similar TRUPS with insignificant adjustments for differences between the TRUPS that the Corporation holds and similar TRUPS.
|
|
(b)
|
Quoted prices in markets that are not active that represent current transactions for the same or similar TRUPS that do not require significant adjustment based on unobservable inputs.
|
F-51 | ||
F-52 | ||
F-53 | ||
|
|
December 31,
2013 |
|
Fair Value Measurements at Reporting Date Using
|
|
||||||||
|
|
|
|
|
Quoted Prices
in Active Markets for Identical Assets (Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in Thousands)
|
|
||||||||||
Financial Instruments Measured at Fair Value on a
Recurring Basis: |
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. treasury and agency securities
|
|
$
|
13,519
|
|
$
|
13,519
|
|
$
|
|
|
$
|
|
|
Federal agency obligations
|
|
|
19,941
|
|
|
|
|
|
19,941
|
|
|
|
|
Residential mortgage pass-through
securities |
|
|
48,874
|
|
|
|
|
|
48,874
|
|
|
|
|
Commercial mortgage pass-
through securities |
|
|
6,991
|
|
|
|
|
|
6,991
|
|
|
|
|
Obligations of U.S. states and
political subdivision |
|
|
31,460
|
|
|
|
|
|
31,460
|
|
|
|
|
Trust preferred securities
|
|
|
19,403
|
|
|
|
|
|
19,403
|
|
|
|
|
Corporate bonds and notes
|
|
|
158,630
|
|
|
|
|
|
158,630
|
|
|
|
|
Asset-backed securities
|
|
|
15,979
|
|
|
|
|
|
15,979
|
|
|
|
|
Certificates of deposit
|
|
|
2,262
|
|
|
|
|
|
2,262
|
|
|
|
|
Equity securities
|
|
|
287
|
|
|
287
|
|
|
|
|
|
|
|
Other securities
|
|
|
5,724
|
|
|
5,724
|
|
|
|
|
|
|
|
Securities available-for-sale
|
|
$
|
323,070
|
|
$
|
19,530
|
|
$
|
303,540
|
|
$
|
|
|
|
|
December 31,
2012 |
|
Fair Value Measurements at Reporting Date Using
|
|
||||||||
|
|
|
|
|
Quoted Prices
in Active Markets for Identical Assets (Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in Thousands)
|
|
||||||||||
Financial Instruments Measured at Fair Value on a
Recurring Basis: |
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. treasury and agency securities
|
|
$
|
11,909
|
|
$
|
11,909
|
|
$
|
|
|
$
|
|
|
Federal agency obligations
|
|
|
20,535
|
|
|
|
|
|
20,535
|
|
|
|
|
Residential mortgage pass-
through securities |
|
|
53,784
|
|
|
|
|
|
53,784
|
|
|
|
|
Commercial mortgage pass-
through securities |
|
|
9,969
|
|
|
|
|
|
9,969
|
|
|
|
|
Obligations of U.S. states and
political subdivision |
|
|
107,714
|
|
|
469
|
|
|
107,245
|
|
|
|
|
Trust preferred securities
|
|
|
21,249
|
|
|
|
|
|
21,213
|
|
|
36
|
|
Corporate bonds and notes
|
|
|
237,405
|
|
|
|
|
|
237,405
|
|
|
|
|
Collateralized mortgage
obligations |
|
|
2,120
|
|
|
|
|
|
2,120
|
|
|
|
|
Asset-backed securities
|
|
|
19,742
|
|
|
|
|
|
19,742
|
|
|
|
|
Certificates of deposit
|
|
|
2,865
|
|
|
|
|
|
2,865
|
|
|
|
|
Equity securities
|
|
|
325
|
|
|
325
|
|
|
|
|
|
|
|
Other securities
|
|
|
9,198
|
|
|
9,198
|
|
|
|
|
|
|
|
Securities available-for-sale
|
|
$
|
496,815
|
|
$
|
21,901
|
|
$
|
474,878
|
|
$
|
36
|
|
F-54 | ||
|
|
2013
|
|
2012
|
|
||
|
|
(Dollars in Thousands)
|
|
||||
Beginning balance, January 1,
|
|
$
|
36
|
|
$
|
2,115
|
|
Transfers out of Level 3
|
|
|
(260)
|
|
|
(2,120)
|
|
Principal interest deferrals
|
|
|
58
|
|
|
116
|
|
Principal paydown
|
|
|
|
|
|
(272)
|
|
Total net losses included in net income
|
|
|
(628)
|
|
|
(68)
|
|
Total net unrealized gains
|
|
|
794
|
|
|
265
|
|
Ending balance, December 31,
|
|
$
|
|
|
$
|
36
|
|
Impaired Loans
|
|
Valuation Techniques
|
|
Range of Unobservable Inputs
|
Residential
|
|
Appraisals of collateral value
|
|
Adjustment for age of comparable sales, generally a decline of 0-25%
|
Commercial
|
|
Discounted cash flow model
|
|
Discount rate from 0% to 6%
|
Commercial real estate
|
|
Appraisals of collateral value
|
|
Market capitalization rates between 8% to 12%. Market rental rates for similar properties
|
Construction
|
|
Appraisals of collateral value
|
|
Adjustment for age comparable sales. Generally a decline of 5% to no change
|
|
|
|
|
|
Other Real Estate Owned
|
|
|
|
|
Residential
|
|
Appraisals of collateral value
|
|
Adjustment for age of comparable sales, generally a decline of 0-25% and estimated selling costs of 6-8%
|
Commercial
|
|
Appraisals of collateral value
|
|
Adjustment for age of comparable sales, generally a decline of 15% to no change and estimated selling costs of 6-8%
|
|
|
December 31,
2013 |
|
Fair Value Measurements at Reporting Date Using
|
|
||||||||
|
|
|
|
|
Quoted Prices
in Active Markets for Identical Assets (Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in Thousands)
|
|
||||||||||
Assets Measured at Fair Value
on a Non-Recurring Basis: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Impaired loans
|
|
$
|
4,601
|
|
$
|
|
|
$
|
|
|
$
|
4,601
|
|
Other real estate owned
|
|
|
220
|
|
|
|
|
|
|
|
|
220
|
|
|
|
December 31,
2012 |
|
Fair Value Measurements at Reporting Date Using
|
|
||||||||
|
|
|
|
|
Quoted Prices
in Active Markets for Identical Assets (Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in Thousands)
|
|
||||||||||
Assets Measured at Fair Value
on a Non-Recurring Basis: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Impaired loans
|
|
$
|
4,790
|
|
$
|
|
|
$
|
|
|
$
|
4,790
|
|
Other real estate owned
|
|
|
1,300
|
|
|
|
|
|
|
|
|
1,300
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-55 | ||
F-56 | ||
|
|
|
|
|
|
|
|
Fair Value Measurements
|
|
|||||||
|
|
Carrying
Amount |
|
Fair
Value |
|
Quoted
Prices in Active Markets for Identical Assets (Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
|
|||||
|
|
(in thousands)
|
|
|||||||||||||
December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and due from banks
|
|
$
|
82,692
|
|
$
|
82,692
|
|
$
|
82,692
|
|
$
|
|
|
$
|
|
|
Investment securities available-for-sale
|
|
|
323,070
|
|
|
323,070
|
|
|
19,530
|
|
|
303,540
|
|
|
|
|
Investment securities held-to-maturity
|
|
|
215,286
|
|
|
210,958
|
|
|
27,037
|
|
|
164,940
|
|
|
18,981
|
|
Restricted investment in bank stocks
|
|
|
8,986
|
|
|
8,986
|
|
|
|
|
|
8,986
|
|
|
|
|
Net loans
|
|
|
950,610
|
|
|
948,606
|
|
|
|
|
|
|
|
|
948,606
|
|
Accrued interest receivable
|
|
|
6,802
|
|
|
6,802
|
|
|
|
|
|
4,136
|
|
|
2,666
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non interest-bearing deposits
|
|
|
227,370
|
|
|
227,370
|
|
|
|
|
|
227,370
|
|
|
|
|
Interest-bearing deposits
|
|
|
1,114,635
|
|
|
1,115,781
|
|
|
|
|
|
1,115,781
|
|
|
|
|
Long-term borrowings
|
|
|
146,000
|
|
|
157,440
|
|
|
|
|
|
157,440
|
|
|
|
|
Subordinated debentures
|
|
|
5,155
|
|
|
5,143
|
|
|
|
|
|
5,143
|
|
|
|
|
Accrued interest payable
|
|
|
963
|
|
|
963
|
|
|
|
|
|
963
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and due from banks
|
|
$
|
104,134
|
|
$
|
104,134
|
|
$
|
104,134
|
|
$
|
|
|
$
|
|
|
Interest bearing deposits with banks
|
|
|
2,004
|
|
|
2,004
|
|
|
2,004
|
|
|
|
|
|
|
|
Investment securities available-for-sale
|
|
|
496,815
|
|
|
496,815
|
|
|
21,901
|
|
|
474,878
|
|
|
36
|
|
Investment securities held-to-maturity
|
|
|
58,064
|
|
|
62,431
|
|
|
|
|
|
53,247
|
|
|
9,184
|
|
Restricted investment in bank stocks
|
|
|
8,964
|
|
|
8,964
|
|
|
|
|
|
8,964
|
|
|
|
|
Loans held for sale
|
|
|
1,491
|
|
|
1,491
|
|
|
1,491
|
|
|
|
|
|
|
|
Net loans
|
|
|
879,435
|
|
|
897,030
|
|
|
|
|
|
|
|
|
897,030
|
|
Accrued interest receivable
|
|
|
6,849
|
|
|
6,849
|
|
|
|
|
|
4,465
|
|
|
2,384
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non interest-bearing deposits
|
|
|
215,071
|
|
|
215,071
|
|
|
|
|
|
215,071
|
|
|
|
|
Interest-bearing deposits
|
|
|
1,091,851
|
|
|
1,092,822
|
|
|
|
|
|
1,092,822
|
|
|
|
|
Long-term borrowings
|
|
|
146,000
|
|
|
162,992
|
|
|
|
|
|
162,992
|
|
|
|
|
Subordinated debentures
|
|
|
5,155
|
|
|
5,046
|
|
|
|
|
|
5,046
|
|
|
|
|
Accrued interest payable
|
|
|
874
|
|
|
874
|
|
|
|
|
|
874
|
|
|
|
|
F-57 | ||
F-58 | ||
|
|
At December 31,
|
|
||||
|
|
2013
|
|
2012
|
|
||
|
|
(Dollars in Thousands)
|
|
||||
ASSETS
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
285
|
|
$
|
629
|
|
Investment in subsidiaries
|
|
|
173,658
|
|
|
165,351
|
|
Securities available for sale
|
|
|
442
|
|
|
543
|
|
Other assets
|
|
|
271
|
|
|
41
|
|
Total assets
|
|
$
|
174,656
|
|
$
|
166,564
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
Other liabilities
|
|
$
|
917
|
|
$
|
718
|
|
Subordinated debentures
|
|
|
5,155
|
|
|
5,155
|
|
Stockholders’ equity
|
|
|
168,584
|
|
|
160,691
|
|
Total liabilities and stockholders’ equity
|
|
$
|
174,656
|
|
$
|
166,564
|
|
|
|
For Years Ended December 31,
|
|
|||||||
|
|
2013
|
|
2012
|
|
2011
|
|
|||
|
|
(Dollars in Thousands)
|
|
|||||||
Income:
|
|
|
|
|
|
|
|
|
|
|
Dividend income from subsidiaries
|
|
$
|
4,393
|
|
$
|
2,079
|
|
$
|
785
|
|
Other income
|
|
|
6
|
|
|
15
|
|
|
7
|
|
Net gains on available for sale securities
|
|
|
22
|
|
|
26
|
|
|
|
|
Management fees
|
|
|
353
|
|
|
409
|
|
|
294
|
|
Total Income
|
|
|
4,774
|
|
|
2,529
|
|
|
1,086
|
|
Expenses
|
|
|
(765)
|
|
|
(731)
|
|
|
(615)
|
|
Income before equity in undistributed earnings
of subsidiaries |
|
|
4,009
|
|
|
1,798
|
|
|
471
|
|
Equity in undistributed earnings of subsidiaries
|
|
|
15,916
|
|
|
15,709
|
|
|
13,455
|
|
Net Income
|
|
$
|
19,925
|
|
$
|
17,507
|
|
$
|
13,926
|
|
F-59 | ||
|
|
Consolidated
Subsidiaries |
|
Parent
|
|
Consolidated
Total |
|
|||
|
|
(Dollars in Thousands)
|
|
|||||||
For the year ended 2013:
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
19,925
|
|
$
|
|
|
$
|
19,925
|
|
Other comprehensive (loss) income, net of tax:
|
|
|
|
|
|
|
|
|
|
|
Net unrealized loss on investment securities
|
|
|
(8,073)
|
|
|
79
|
|
|
(7,994)
|
|
Actuarial gain
|
|
|
387
|
|
|
|
|
|
387
|
|
Total other comprehensive (loss) income
|
|
|
(7,686)
|
|
|
79
|
|
|
(7,607)
|
|
Total comprehensive income
|
|
$
|
12,239
|
|
$
|
79
|
|
$
|
12,318
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended 2012:
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
17,507
|
|
$
|
|
|
$
|
17,507
|
|
Other comprehensive income, net of tax:
|
|
|
|
|
|
|
|
|
|
|
Net unrealized gain on investment securities
|
|
|
10,935
|
|
|
41
|
|
|
10,976
|
|
Actuarial loss
|
|
|
(467)
|
|
|
|
|
|
(467)
|
|
Total other comprehensive income
|
|
|
10,468
|
|
|
41
|
|
|
10,509
|
|
Total comprehensive income
|
|
$
|
27,975
|
|
$
|
41
|
|
$
|
28,016
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended 2011:
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
13,926
|
|
$
|
|
|
$
|
13,926
|
|
Other comprehensive income, net of tax:
|
|
|
|
|
|
|
|
|
|
|
Net unrealized gain (loss) on investment securities
|
|
|
3,301
|
|
|
(7)
|
|
|
3,294
|
|
Actuarial loss
|
|
|
(1,065)
|
|
|
|
|
|
(1,065)
|
|
Total other comprehensive income (loss)
|
|
|
2,236
|
|
|
(7)
|
|
|
2,229
|
|
Total comprehensive income
|
|
$
|
16,162
|
|
$
|
(7)
|
|
$
|
16,155
|
|
|
|
For Years Ended December 31
|
|
|||||||
|
|
2013
|
|
2012
|
|
2011
|
|
|||
|
|
(Dollars in Thousands)
|
|
|||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
19,925
|
|
$
|
17,507
|
|
$
|
13,926
|
|
Adjustments to reconcile net income to net cash
provided by operating activities: |
|
|
|
|
|
|
|
|
|
|
Net gains on available for sale securities
|
|
|
(22)
|
|
|
(26)
|
|
|
|
|
Equity in undistributed earnings of subsidiary
|
|
|
(15,916)
|
|
|
(15,709)
|
|
|
(13,455)
|
|
Change in deferred tax asset
|
|
|
|
|
|
|
|
|
3
|
|
(Increase) decrease in other assets
|
|
|
(167)
|
|
|
563
|
|
|
(298)
|
|
(Decrease) increase in other liabilities
|
|
|
(276)
|
|
|
(772)
|
|
|
220
|
|
Stock based compensation
|
|
|
59
|
|
|
39
|
|
|
35
|
|
Net cash provided by operating activities
|
|
|
3,603
|
|
|
1,602
|
|
|
431
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
Proceeds from sales of available-for-sale securities
|
|
|
181
|
|
|
375
|
|
|
|
|
Purchase of available-for-sale securities
|
|
|
|
|
|
(410)
|
|
|
|
|
Investments in subsidiaries
|
|
|
|
|
|
|
|
|
(1,250)
|
|
Net cash provided by (used in) investing activities
|
|
|
181
|
|
|
(35)
|
|
|
(1,250)
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
Net decrease in borrowings
|
|
|
|
|
|
|
|
|
(310)
|
|
Cash dividends on common stock
|
|
|
(4,254)
|
|
|
(2,778)
|
|
|
(1,955)
|
|
Cash dividends on preferred stock
|
|
|
(141)
|
|
|
(363)
|
|
|
(417)
|
|
Proceeds from issuance of Series B preferred stock
|
|
|
|
|
|
|
|
|
11,250
|
|
Redemption of Series A preferred stock
|
|
|
|
|
|
|
|
|
(10,000)
|
|
Warrant repurchased
|
|
|
|
|
|
|
|
|
(245)
|
|
Issuance of restricted stock award
|
|
|
243
|
|
|
|
|
|
|
|
Issuance cost of common stock
|
|
|
(13)
|
|
|
(8)
|
|
|
(5)
|
|
Issuance cost of Series B preferred stock
|
|
|
|
|
|
|
|
|
(84)
|
|
Proceeds from exercise of stock options
|
|
|
21
|
|
|
141
|
|
|
328
|
|
Tax expense from stock based compensation
|
|
|
16
|
|
|
28
|
|
|
|
|
Net cash used in financing activities
|
|
|
(4,128)
|
|
|
(2,980)
|
|
|
(1,438)
|
|
Decrease in cash and cash equivalents
|
|
|
(344)
|
|
|
(1,413)
|
|
|
(2,257)
|
|
Cash and cash equivalents at beginning of year
|
|
|
629
|
|
|
2,042
|
|
|
4,299
|
|
Cash and cash equivalents at the end of year
|
|
$
|
285
|
|
$
|
629
|
|
$
|
2,042
|
|
F-60 | ||
|
|
2013
|
|
||||||||||
|
|
4th Quarter
|
|
3rd Quarter
|
|
2nd Quarter
|
|
1st Quarter
|
|
||||
|
|
(Dollars in Thousands, Except per Share Data)
|
|
||||||||||
Total interest income
|
|
$
|
14,644
|
|
$
|
14,541
|
|
$
|
13,979
|
|
$
|
14,104
|
|
Total interest expense
|
|
|
2,778
|
|
|
2,819
|
|
|
2,751
|
|
|
2,734
|
|
Net interest income
|
|
|
11,866
|
|
|
11,722
|
|
|
11,228
|
|
|
11,370
|
|
Provision for loan losses
|
|
|
350
|
|
|
|
|
|
|
|
|
|
|
Total other income, net of securities
gains |
|
|
1,307
|
|
|
1,200
|
|
|
1,107
|
|
|
1,526
|
|
Net securities gains
|
|
|
449
|
|
|
343
|
|
|
600
|
|
|
319
|
|
Other expense
|
|
|
6,459
|
|
|
6,205
|
|
|
6,076
|
|
|
6,538
|
|
Income before income taxes
|
|
|
6,813
|
|
|
7,060
|
|
|
6,859
|
|
|
6,677
|
|
Provision from income taxes
|
|
|
1,829
|
|
|
1,966
|
|
|
1,936
|
|
|
1,753
|
|
Net income
|
|
$
|
4,984
|
|
$
|
5,094
|
|
$
|
4,923
|
|
$
|
4,924
|
|
Net income available to common
stockholders |
|
$
|
4,955
|
|
$
|
5,066
|
|
$
|
4,895
|
|
$
|
4,868
|
|
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.30
|
|
$
|
0.31
|
|
$
|
0.30
|
|
$
|
0.30
|
|
Diluted
|
|
$
|
0.30
|
|
$
|
0.31
|
|
$
|
0.30
|
|
$
|
0.30
|
|
Weighted average common shares
outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
16,350,183
|
|
|
16,349,480
|
|
|
16,348,915
|
|
|
16,348,215
|
|
Diluted
|
|
|
16,396,931
|
|
|
16,385,155
|
|
|
16,375,774
|
|
|
16,373,588
|
|
|
|
2012
|
|
||||||||||
|
|
4th Quarter
|
|
3rd Quarter
|
|
2nd Quarter
|
|
1st Quarter
|
|
||||
|
|
(Dollars in Thousands, Except per Share Data)
|
|
||||||||||
Total interest income
|
|
$
|
14,263
|
|
$
|
14,118
|
|
$
|
13,496
|
|
$
|
13,395
|
|
Total interest expense
|
|
|
2,841
|
|
|
2,935
|
|
|
2,950
|
|
|
3,050
|
|
Net interest income
|
|
|
11,422
|
|
|
11,183
|
|
|
10,546
|
|
|
10,345
|
|
Provision for loan losses
|
|
|
100
|
|
|
225
|
|
|
(107)
|
|
|
107
|
|
Total other income, net of securities
gains |
|
|
1,217
|
|
|
1,872
|
|
|
1,091
|
|
|
1,018
|
|
Net securities (losses) gains
|
|
|
(201)
|
|
|
763
|
|
|
513
|
|
|
937
|
|
Other expense
|
|
|
6,193
|
|
|
7,507
|
|
|
5,690
|
|
|
5,807
|
|
Income before income taxes
|
|
|
6,145
|
|
|
6,086
|
|
|
6,567
|
|
|
6,386
|
|
Provision from income taxes
|
|
|
1,676
|
|
|
1,632
|
|
|
2,214
|
|
|
2,155
|
|
Net income
|
|
$
|
4,469
|
|
$
|
4,454
|
|
$
|
4,353
|
|
$
|
4,231
|
|
Net income available to common
stockholders |
|
$
|
4,441
|
|
$
|
4,426
|
|
$
|
4,269
|
|
$
|
4,090
|
|
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.27
|
|
$
|
0.27
|
|
$
|
0.26
|
|
$
|
0.25
|
|
Diluted
|
|
$
|
0.27
|
|
$
|
0.27
|
|
$
|
0.26
|
|
$
|
0.25
|
|
Weighted average common shares
outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
16,347,564
|
|
|
16,347,088
|
|
|
16,333,653
|
|
|
16,332,327
|
|
Diluted
|
|
|
16,363,698
|
|
|
16,362,635
|
|
|
16,341,767
|
|
|
16,338,162
|
|
F-61 | ||
66 | ||
67 | ||
68 | ||
69 | ||
70 | ||
Plan Category
|
|
Number of
Securities to Be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) |
|
Weighted-Average
Exercise Price of Outstanding Options, Warrants and Rights (b) |
|
Number of Securities
Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c) |
|
|||
Equity Compensation Plans
Approved by Shareholders |
|
|
188,380
|
|
$
|
10.55
|
|
|
769,608
|
|
Equity Compensation Plans Not
Approved by Shareholders |
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
188,380
|
|
$
|
10.55
|
|
|
769,608
|
|
71 | ||
(a)
|
(1) Financial Statements and Schedules:
|
Reports of Independent Registered Public Accounting Firms
|
|
F-2
|
Consolidated Statements of Condition
|
|
F-4
|
Consolidated Statements of Income
|
|
F-5
|
Consolidated Statements of Comprehensive Income
|
|
F-6
|
Consolidated Statements of Changes in Stockholders’ Equity
|
|
F-7
|
Consolidated Statements of Cash Flows
|
|
F-8
|
Notes to Consolidated Financial Statements
|
|
F-9
|
(b)
|
Exhibits (numbered in accordance with Item 601 of Regulation S-K) filed herewith or incorporated by reference as part of this annual report.
|
Exhibit
No. |
|
Description
|
2.1
|
|
Agreement and Plan of Merger, dated as of January 20, 2014, by and between Center Bancorp, Inc. and ConnectOne Bancorp, Inc. is incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 21, 2014. |
2.2
|
|
Bank Purchase and Assumption Agreement, dated February 1, 2012, by and among the Registrant, Saddle River Valley Bancorp and Saddle River Valley Bank is incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K dated February 2, 2012.
|
3.1
|
|
The Registrant’s Restated Certificate of Incorporation is incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 15, 2013.
|
3.2
|
|
The Registrant’s Amended and Restated By-Laws are incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 15, 2013.
|
10.1
|
|
Small Business Lending Fund Securities Purchase Agreement Standard Terms attached thereto dated September 15, 2011, between the Registrant and the United States Department of the Treasury is incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated September 21, 2011.
|
10.2*
|
|
The Registrant’s 1993 Employee Stock Option Plan is incorporated by reference to Exhibit 10.3 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 1993.
|
10.3*
|
|
The Registrant’s 1993 Outside Director Stock Option Plan is incorporated by reference to Exhibit 10.4 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 1993.
|
10.5*
|
|
The Registrant’s Annual Incentive Plan is incorporated by reference to Exhibit 10.6 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2006.
|
10.6*
|
|
Employment Agreement, effective April 4, 2012, by and among the Registrant, Union Center National Bank and Anthony C. Weagley, is incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 6, 2012.
|
10.7
|
|
Non-Competition Agreement, dated as of December 2, 2010, between the Registrant, and Anthony C. Weagley is incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated December 6, 2010.
|
10.8
|
|
Non-Competition Agreement, dated as of December 2, 2010, between the Registrant, and James W. Sorge is incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K dated December 6, 2010.
|
10.9*
|
|
Center Bancorp, Inc. 2009 Equity Incentive Plan is incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated June 1, 2009.
|
10.10*
|
|
Center Bancorp, Inc. 1999 Stock Incentive Plan is incorporated by reference to Exhibit 10.11 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 1999.
|
72 | ||
Exhibit
No. |
|
Description
|
10.11
|
|
Registrant’s Placement Agreement dated December 12, 2003 with Sandler O’Neill & Partners, L.P. to issue and sell $5 million aggregate liquidation amount of floating rate MMCapS(SM) Securities is incorporated by reference to Exhibit 10.15 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2003.
|
10.12
|
|
Indenture dated as of December 19, 2003, between the Registrant and Wilmington Trust Company relating to $5.0 million aggregate principal amount of floating rate debentures is incorporated by reference to Exhibit 10.16 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2003.
|
10.13
|
|
Amended and restated Declaration of Trust of Center Bancorp Statutory Trust II, dated as of December 19, 2003 is incorporated by reference to Exhibit 10.17 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2003.
|
10.14
|
|
Guarantee Agreement between Registrant and Wilmington Trust Company dated as of December 19, 2003 is incorporated by reference to Exhibit 10.18 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2003.
|
10.15
|
|
Registration Rights Agreement, dated September 29, 2004, relating to securities issued in a September 2004 private placement of securities, is incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K dated October 1, 2004.
|
10.16*
|
|
The Registrant’s Amended and Restated 2003 Non-Employee Director Stock Option Plan, as amended and restated, is incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated March 5, 2008.
|
10.17*
|
|
Amended and restated Employment Agreement among the Registrant, its bank subsidiary and Mark S. Cardone, effective as of January 1, 2007, is incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 10-K filed with the SEC on February 26, 2007. See also Exhibit 10.22.
|
10.18
|
|
Registration Rights Agreement, dated June 30, 2005, relating to securities issued in a June 2005 private placement of securities is incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K dated June 30, 2005.
|
10.19*
|
|
Open Market Share Purchase Incentive Plan is incorporated by reference to exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated January 26, 2006.
|
10.20*
|
|
Amendment to Employment Agreement among the Registrant, its bank subsidiary and Mark Cardone, dated December 3, 2007, is incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 10-K dated December 20, 2007.
|
10.23
|
|
Repurchase Agreement, dated September 15, 2011, between the Registrant and the United States Department of the Treasury, with respect to the repurchase of Preferred Stock issued pursuant to TARP is incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K dated September 21, 2011.
|
10.24
|
|
Warrant Letter Agreement, dated December 7, 2011, providing for the repurchase of the warrants issued pursuant to TARP is incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated December 12, 2011.
|
73 | ||
Exhibit
No. |
|
Description
|
10.25*
|
|
Employment Agreement, dated as of April 12, 2013, between Union Center National Bank and Mark S. Cardone is incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 15, 2013.
|
10.26*
|
|
Employment Agreement, dated as of April 12, 2013, between Union Center National Bank and Arthur M. Wein is incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 15, 2013.
|
10.27*
|
|
Employment Agreement, dated as of April 12, 2013, between Union Center National Bank and James W. Sorge is incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 15, 2013.
|
10.28*
|
|
Employment Agreement, dated as of April 12, 2013, between Union Center National Bank and Joseph D. Gangemi is incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 15, 2013.
|
10.29*
|
|
Amendment to Employment Agreement, dated February 18, 2014, between Union Center National Bank and Mark S. Cardone is incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 24, 2014.
|
10.30*
|
|
Amendment to Employment Agreement, dated February 18, 2014, between Union Center National Bank and Arthur M. Wein is incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 24, 2014.
|
10.31*
|
|
Amendment to Employment Agreement, dated February 18, 2014, between Union Center National Bank and Joseph D. Gangemi is incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 24, 2014.
|
10.32*
|
|
Consulting Agreement, dated as of January 20, 2014, between Center Bancorp, Inc. and Lawrence B. Seidman is incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 21, 2014.
|
10.33
|
|
Registration Rights Agreement, dated as of January 20, 2014, among Center Bancorp, Inc., Lawrence B. Seidman and the other shareholders named therein is incorporated by reference to Exhibit 10.6 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 21, 2014.
|
10.34*
|
|
Agreement, dated January 20, 2014, among Anthony C. Weagley, Center Bancorp, Inc. and Union Center National Bank, is incorporated by reference to Exhibit 10.7 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 21, 2014.
|
10.35*
|
|
Amendment to 2003 Amended and Restated Non-Employee Director Stock Option Plan is incorporated by reference to Exhibit 10.8 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 21, 2014.
|
74 | ||
Exhibit
No. |
|
Description
|
11.1
|
|
Statement regarding computation of per share earnings is omitted because the computation can be clearly determined from the material incorporated by reference in this Report. |
12.1
|
|
Statement of Ratios of Earnings to Fixed Charges. |
14.1
|
|
Code of Ethics is incorporated by reference to Exhibit 14.1 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2003.
|
21.1
|
|
Subsidiaries of the Registrant.
|
23.1
|
|
Consent of BDO, USA LLP. |
23.2
|
|
Consent of ParenteBeard, LLC. |
24.1
|
|
Power of attorney
|
31.1
|
|
Personal certification of the chief executive officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2
|
|
Personal certification of the chief financial officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1**
|
|
Personal certification of the chief executive officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002.
|
32.2**
|
|
Personal certification of the chief financial officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002.
|
99.3
|
|
Code of Conduct is incorporated by reference to Exhibit 99.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2003.
|
101 .INS ***
|
|
XBRL instance document
|
101 .SCH ***
|
|
XBRL Taxonomy Extension Schema Document
|
101 .CAL ***
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101 .DEF ***
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101 .LAB ***
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101 .PRE ***
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
(c)
|
Financial Statement Schedules
|
*
|
Management contract on compensatory plan or arrangement.
|
**
|
Furnished herewith.
|
***
|
XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
|
75 | ||
|
CENTER BANCORP, INC.
|
|
March 5, 2014
|
By:
|
By:
|
|
|
/s/ Anthony C. Weagley
|
|
|
Anthony C. Weagley
|
|
|
President and Chief Executive Officer
|
/s/ Alexander A. Bol*
|
|
Chairman of the Board
|
|
Alexander A. Bol
|
|
|
|
/s/ Frederick S. Fish *
|
|
Director
|
|
Frederick S. Fish
|
|
|
|
/s/ Howard Kent*
|
|
Director
|
|
Howard Kent
|
|
|
|
/s/ Nicolas Minoia*
|
|
Director
|
|
Nicholas Minoia
|
|
|
|
/s/ Harold Schechter*
|
|
Director
|
|
Harold Schechter
|
|
|
|
/s/ Lawrence B. Seidman*
|
|
Director
|
|
Lawrence B. Seidman
|
|
|
|
/s/ William A. Thompson*
|
|
Director
|
|
William A. Thompson
|
|
|
|
/s/ Raymond Vanaria*
|
|
Director
|
|
Raymond Vanaria
|
|
|
|
/s/ Anthony C. Weagley
|
|
President and Chief Executive Officer
|
|
Anthony C. Weagley
|
|
|
|
/s/ Francis R. Patryn *
|
|
Vice President, Treasurer and Chief Financial Officer
|
|
Francis R. Patryn
|
|
|
|
*By:
|
|
|
|
|
/s/ Anthony C. Weagley
|
|
|
|
Anthony C. Weagley
|
|
|
|
Attorney-in-fact
|
|
|
|
|
Year ended December 31,
|
|
|||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
|||||
|
|
(Dollars in Thousands)
|
|
|||||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1. Income before income taxes
|
|
$
|
27,409
|
|
$
|
25,184
|
|
$
|
21,337
|
|
$
|
7,226
|
|
$
|
4,717
|
|
2. Plus: interest expense
|
|
|
11,082
|
|
|
11,776
|
|
|
12,177
|
|
|
14,785
|
|
|
22,645
|
|
3. Earnings including interest on deposits
|
|
|
38,491
|
|
|
36,960
|
|
|
33,514
|
|
|
22,011
|
|
|
27,362
|
|
4. Less: interest on deposits
|
|
|
5,219
|
|
|
5,408
|
|
|
5,520
|
|
|
6,006
|
|
|
12,308
|
|
5. Earnings excluding interest on deposits
|
|
$
|
33,272
|
|
$
|
31,552
|
|
$
|
27,994
|
|
$
|
16,005
|
|
$
|
15,054
|
|
Fixed Charges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6. Interest expense (Line 2)
|
|
$
|
11,082
|
|
$
|
11,776
|
|
$
|
12,177
|
|
$
|
14,785
|
|
$
|
22,645
|
|
7. Less: interest expense on deposits (Line 4)
|
|
|
5,219
|
|
|
5,408
|
|
|
5,520
|
|
|
6,006
|
|
|
12,308
|
|
8. Excluding interest on deposits
|
|
$
|
5,863
|
|
$
|
6,368
|
|
$
|
6,657
|
|
$
|
8,779
|
|
$
|
10,337
|
|
Ratio of Earnings to Fixed Charges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Including interest on deposits (line 3 divided by Line 6)
|
|
|
3.47
|
|
|
3.14
|
|
|
2.75
|
|
|
1.49
|
|
|
1.21
|
|
Excluding interest on deposits (line 5 divided by Line 8)
|
|
|
5.67
|
|
|
4.95
|
|
|
4.21
|
|
|
1.82
|
|
|
1.46
|
|
Name
|
|
Incorporation
|
Union Center National Bank
|
|
National bank organized under the laws of the United States
|
Center Bancorp Statutory Trust II
|
|
Delaware
|
Union Investment Co.
|
|
New Jersey
|
Center Financial Group, LLC
|
|
New Jersey
|
Center Advertising Corporation
|
|
New Jersey
|
Morris Property Company, LLC
|
|
New Jersey
|
Twin Bridge Investment Co.
|
|
Delaware
|
Volosin Holdings, LLC
|
|
New Jersey
|
Twin Bridge Capital Corporation
|
|
New Jersey
|
Exhibit 24.1
POWER OF ATTORNEY
WHEREAS, the undersigned officers and directors of Center Bancorp, Inc. desire to authorize Anthony C. Weagley, Joseph Gangemi and Rona Korman to act as their attorneys-in-fact and agents, for the purpose of executing and filing the registrant’s Annual Report on Form 10-K for the year ended December 31, 2013, including all amendments and supplements thereto,
NOW, THEREFORE,
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Anthony C. Weagley, Joseph Gangemi and Rona Korman, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to sign the registrant’s Annual Report on Form 10-K for the year ended December 31, 2013, including any and all amendments and supplements thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have executed this power of attorney in the following capacities as of February 27, 2014.
Signatures | Title | |
/s/ Alexander Bol | Director | |
Alexander Bol | ||
/s/ Frederick Fish | Director | |
Frederick Fish | ||
/s/ Howard Kent | Director | |
Howard Kent | ||
/a/ Nicholas Minoia | Director | |
Nicholas Minoia | ||
/s/ Harold Schechter | Director | |
Harold Schechter | ||
/s/ Lawrence B. Seidman | Director | |
Lawrence B. Seidman | ||
/s/ William Thompson | Director | |
William Thompson | ||
/s/ Raymond Vanaria | Director | |
Raymond Vanaria | ||
/s/ Anthony C. Weagley | Director, President and Chief Executive Officer (Principal Executive Officer) | |
Anthony C. Weagley | ||
/s/ Francis R. Patryn | Principal Financial Officer and Principal Accounting Officer | |
Francis R. Patryn |
Dated: March 5, 2014
|
|
/s/ Anthony C. Weagley
|
|
|
Anthony C. Weagley
|
|
|
President and Chief Executive Officer
|
Dated: March 5, 2014
|
|
/s/ Francis R. Patryn
|
|
|
Francis R. Patryn
|
|
|
Vice President, Treasurer and
|
|
|
Chief Financial Officer
|
Dated: March 5, 2014
|
|
/s/ Anthony C. Weagley
|
|
|
Anthony C. Weagley
|
|
|
President and Chief Executive Officer
|
Dated: March 5, 2014
|
|
/s/ Francis R. Patryn
|
|
|
Francis R. Patryn
|
|
|
Vice President, Treasurer and
|
|
|
Chief Financial Officer
|
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