Exhibit 99.1
NEWS RELEASE
| | |
| CONTACT: | | Patrick Scanlon, Senior Vice President, Finance Division Head |
| | Penseco Financial Services Corporation |
| | (570) 346-7741 |
| |
| FOR RELEASE: | | 8:00 A.M. Eastern Time: July 29, 2013 |
Penseco Financial Services Corporation Reports Earnings as of June 30, 2013
SCRANTON, PA, July 29, 2013 – Penseco Financial Services Corporation (OTCQB: PFNS) (the “Company”), the Scranton, Pennsylvania based financial holding company of Penn Security Bank & Trust Company, reported net income for the three months ended June 30, 2013 of $2,844,000, an increase of $245,000, or 9.4%, to $0.87 per basic and diluted weighted average share, compared with $2,599,000, or $0.79 per basic and diluted weighted average share, from the year ago period. Net interest income decreased $297,000, or 3.7%. Net interest income, after provision for loan and lease losses, decreased $683,000, or 8.6%, during the 2013 period, due to a decrease in interest income of $743,000, or 7.8%, and an increase in the provision for loan and lease losses of $386,000, offset by a decrease in interest expense of $446,000, or 31.7%, from lower funding costs.
The Company reported net income for the six months ended June 30, 2013 of $5,365,000, an increase of $36,000, or 0.7%, to $1.64 per basic and diluted weighted average share, compared with $5,329,000, or $1.63 per basic and diluted weighted average share, from the year ago period. Net interest income decreased $627,000, or 3.9%. Net interest income, after provision for loan and lease losses, decreased $1,121,000, or 7.0%, during the 2013 period, due to a decrease in interest income of $1,521,000, or 7.9%, and an increase in the provision for loan and lease losses of $494,000, offset by a decrease in interest expense of $894,000, or 31.0%, from lower funding costs. The decrease in interest income during the three and six months ended June 30, 2013 was primarily attributable to investment and loan cash flows being reinvested at historically low yields, including excess reserve deposits held at the Federal Reserve Bank of Philadelphia.
Agreement and Plan of Merger
On June 28, 2013, the Company announced it had entered into a merger agreement with Peoples Financial Services Corp (“Peoples”), pursuant to which the Company will merge with and into Peoples. The merger agreement provides that shareholders of the Company will receive a fixed ratio of 1.3636 shares of Peoples common stock for each outstanding share of the Company’s common stock, subject to adjustment upon the occurrence of certain events described in the merger agreement. Upon closing of the transaction, the Company’s shareholders are expected to own approximately 59% of the common stock in the combined company and Peoples shareholders are expected to own approximately 41%. As of June 30, 2013, Peoples had consolidated total assets, net loans, total deposits, and total shareholders’ equity of $689.0 million, $492.2 million, $596.9 million, and $67.6 million, respectively. Upon completion of the merger, the combined company is expected to have approximately $1.6 billion in assets. The transaction has been unanimously approved by the board of directors of both the Company and Peoples. The transaction is subject to the receipt of shareholder approval from the shareholders of both the Company and Peoples, regulatory approvals and other customary closing conditions, and is expected to be completed in the fourth quarter of 2013.
The Company believes that the successful completion of the merger will present an opportunity to generate greater earnings per share for Penseco shareholders and will better position the company for future growth than the Company could achieve by remaining independent. We expect the merger will create a larger, more profitable company that can better serve the consumer and business segments that we target in our footprint. For more information relating to the merger, please see the discussion under the heading “Additional Information About The Transaction and Where to Find It” on p. 6 of this press release.
Non-Interest Income
Total non-interest income increased $435,000, or 16.6%, to $3,057,000 for the three months ended June 30, 2013, compared with $2,622,000 for the corresponding period in 2012. This increase was primarily attributable to an increase of $323,000 in other operating income due mostly to a one-time bank-owned life insurance death benefit of $468,000, an increase of $62,000 in trust department income, and an increase of $44,000 in other fee income, offset by a $45,000 decrease in net realized gains on securities.
Total non-interest income increased $367,000, or 6.7%, to $5,883,000 for the six months ended June 30, 2013, compared with $5,516,000 for the corresponding period in 2012. This increase was primarily attributable to an increase of $308,000 in other operating income due mostly to a one-time bank-owned life insurance death benefit of $468,000, an increase of $91,000 in trust department income and a $49,000 increase in brokerage fee income, offset by a $149,000 decrease in merchant transaction income.
4
Non-Interest Expenses
Total non-interest expenses decreased $405,000, or 5.6%, to $6,856,000 for the three months ended June 30, 2013 compared with $7,261,000 for the corresponding period in 2012. This decrease was attributable to a $270,000 decrease in other operating expenses resulting from, among other things, a $55,000 reduction in Pennsylvania shares tax expense and a $109,000 decrease in FDIC insurance assessments from the refund of the pre-paid FDIC insurance assessment.
Total non-interest expenses decreased $620,000, or 4.2%, to $13,981,000 for the six months ended June 30, 2013 compared with $14,601,000 for the corresponding period in 2012. This decrease was attributable to a $129,000 decrease in salaries and employee benefits due to lower compensation expenses. Merchant transaction expenses decreased $120,000, due to lower volume. FDIC insurance assessments decreased $101,000 from the refund of the pre-paid FDIC insurance assessment. Also, other operating expenses decreased $220,000, resulting mostly from a $167,000 reduction in Pennsylvania shares tax expense and reduced legal and professional fees.
Asset Quality
The Company maintains an allowance for loan and lease losses which reflects management’s estimate of probable loan losses, as determined in accordance with the Company’s allowance for loan and lease losses methodology. The ratio of the allowance for loan and lease losses to total loans was 1.18% and 1.09% as of June 30, 2013 and 2012, respectively, and 1.11% as of December 31, 2012.
Non-accrual loans equaled $2,593,000, or 0.40% of outstanding loans, at June 30, 2013, representing an increase of $313,000, or 13.7%, from $2,280,000 in non-accrual loans, or 0.37% of outstanding loans, at December 31, 2012. There were no commitments to lend additional funds to borrowers whose loans were in non-accrual status at June 30, 2013. The majority of the increase in non-performing loans year over year was centered in residential real estate. At June 30, 2012 there were 21 residential borrowers representing $1,386,000 in the non-performing category. At June 30, 2013 there were 29 residential borrowers representing $1,902,000 in the non-performing category.
Net loan charge-offs amounted to $198,000, or 0.03%, of average outstanding loans for the six months ended June 30, 2013, compared to $79,000, or 0.01%, of average outstanding loans outstanding for the six months ended June 30, 2012.
The Company continues to proactively evaluate probable loan and lease losses and address delinquent loans by, among other things, obtaining current appraisals of collateral, increasing communication with borrowers and placing loans on non-accrual status when collection is in doubt and the loan is moving toward foreclosure or liquidation of collateral.
Income Tax Expense
Applicable income taxes decreased $88,000, or 12.2%, and $170,000, or 11.0%, primarily due to lower taxable income for the three months and six months ended June 30, 2013, respectively.
About Penseco Financial Services Corporation
Penseco Financial Services Corporation, through its subsidiary Penn Security Bank & Trust Company, operates thirteen offices in Lackawanna, Luzerne, Wayne and Monroe counties. The Company’s stock is quoted on the OTC Bulletin Board, under the symbol, “PFNS”.
Forward-Looking Statements
We make statements in this press release, and we may from time to time make other statements, regarding our outlook or expectations for future financial or operating results and/or other matters regarding or affecting Penseco Financial Services Corporation, Penn Security Bank & Trust Company or its subsidiaries (collectively, the “Company” or “we”), as well as those of Peoples Financial Services Corp., Peoples Neighborhood Bank, and its subsidiaries (collectively, “Peoples”), that are considered “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995 (the “PSLRA”). Such forward-looking statements may be identified by the use of such words as “believe,” “expect,” “anticipate,” “should,” “planned,” “estimated,” “intend” and “potential.” For these statements, the Company and Peoples claim the protection of the safe harbor for forward-looking statements contained in the PSLRA.
5
The Company and Peoples caution you that a number of important factors could cause actual results to differ materially from those currently anticipated in any forward-looking statement. Such factors include, but are not limited to: prevailing economic and political conditions, particularly in our market area; credit risk associated with our lending activities; changes in interest rates, loan demand, real estate values and competition; changes in accounting principles, policies, and guidelines; changes in any applicable law, rule, regulation or practice with respect to tax or legal issues; and other economic, competitive, governmental, regulatory and technological factors affecting the Company’s and Peoples’ operations, pricing, products and services and other factors that may be described in the Company’s Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q as filed with the Securities and Exchange Commission (“SEC”) from time to time.
In addition to these risks, acquisitions and business combinations—such as the business combination currently proposed between the Company and Peoples—present risks other than those presented by the nature of the business acquired. Acquisitions and business combinations may be substantially more expensive to complete than originally anticipated, and the anticipated benefits may be significantly harder—or take longer—to achieve than expected. As regulated financial institutions, our pursuit of attractive acquisition and business combination opportunities could be negatively impacted by regulatory delays or other regulatory issues. Regulatory and/or legal issues related to the pre-acquisition operations of an acquired or combined business may cause reputational harm to the Company or Peoples following the acquisition or combination, and integration of the acquired or combined business with ours may result in additional future costs arising as a result of those issues.
The forward-looking statements are made as of the date of this release, and, except as may be required by applicable law or regulation, the Company and Peoples assume no obligation to update the forward-looking statements or to update the reasons why actual results could differ from those projected in the forward-looking statements.
The following disclosure is made in accordance with Rule 165 of the Securities and Exchange Commission:
Additional Information About The Transaction and Where to Find It
Peoples Financial Services Corporation will be filing a registration statement, which will include a joint proxy statement/prospectus of Penseco Financial Services Corporation and Peoples Financial Services Corp., and other relevant documents concerning the merger with the SEC. WE URGE INVESTORS TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE MERGER OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT/PROSPECTUS BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors will be able to obtain these documents free of charge at the SEC’s website, http://www.sec.gov/. In addition, documents filed with the SEC by Penseco Financial Services Corporation will be available free of charge by written request to Mr. Patrick Scanlon, Senior Vice President, Finance Division Head, Penn Security Bank & Trust Company, 150 North Washington Avenue, Scranton, Pennsylvania 18503 or oral request to Mr. Scanlon at (570) 346-7741, extension 2316. Documents filed with the SEC by Peoples Financial Services Corporation will be available free of charge by written request to Scott A. Seasock, Senior Vice President & Chief Financial Officer, 82 Franklin Avenue, Hallstead, PA 18822 or oral request to Scott A. Seasock at (570) 879-6110.
Participants in The Transaction
The directors, executive officers, and certain other members of management and employees of Penseco Financial Services Corporation and Peoples Financial Services Corp. are participants in the solicitation of proxies in favor of the merger from the shareholders of each of the Company and Peoples. Information about the directors and executive officers of the Company is set forth in its Annual Report on Form 10-K filed on March 14, 2013 for the year ended December 31, 2012 (including the definitive proxy statement filed on April 1, 2013 and incorporated by reference therein). Additional information regarding the directors and executive officers of the Company and Peoples, and the interests of such participants, will be included in the joint proxy statement/prospectus and the other relevant documents filed with the SEC if and when they become available.
This document is not an offer to sell shares of Peoples’ securities which may be issued in the proposed transaction. Such securities are offered only by means of the joint proxy statement/prospectus referred to above.
6
PENSECO FINANCIAL SERVICES CORPORATION
FINANCIAL HIGHLIGHTS
(unaudited)
(in thousands, except per share amounts based on weighted average shares outstanding in each period)
| | | | | | | | | | | | | | | | |
| | | June 30,
2013 | | | June 30,
2012 | | | Inc / (Dec)
$ | | | %
Change | |
| | | Three Months Ended | | | | | | | |
PERFORMANCE RATIOS | | | | | | | | | | | | | | | | |
Return on Average Assets | | | 1.22 | % | | | 1.13 | % | | | | | | | 7.96 | % |
Return on Average Equity | | | 8.48 | % | | | 8.01 | % | | | | | | | 5.87 | % |
Net Interest Margin (1) | | | 3.87 | % | | | 4.08 | % | | | | | | | –5.15 | % |
Efficiency Ratio (2) | | | 63.29 | % | | | 67.89 | % | | | | | | | –6.78 | % |
| | | |
| | | Six Months Ended | | | | | | | |
PERFORMANCE RATIOS | | | | | | | | | | | | | | | | |
Return on Average Assets | | | 1.16 | % | | | 1.15 | % | | | | | | | 0.87 | % |
Return on Average Equity | | | 8.01 | % | | | 8.24 | % | | | | | | | –2.79 | % |
Net Interest Margin (1) | | | 3.92 | % | | | 4.09 | % | | | | | | | –4.16 | % |
Efficiency Ratio (2) | | | 64.98 | % | | | 67.05 | % | | | | | | | –3.09 | % |
STOCKHOLDERS’ VALUE | | | | | | | | | | | | | | | | |
Net Income | | $ | 5,365 | | | $ | 5,329 | | | $ | 36 | | | | 0.68 | % |
Earnings per share - Basic | | | 1.64 | | | | 1.63 | | | | 0.01 | | | | 0.61 | % |
Earnings per share - Diluted | | | 1.64 | | | | 1.63 | | | | 0.01 | | | | 0.61 | % |
Dividends Per Share | | | 0.84 | | | | 0.84 | | | | — | | | | — | |
Book Value Per Share | | | 40.56 | | | | 39.79 | | | | 0.77 | | | | 1.94 | % |
Market Value Per Share | | | 41.50 | | | | 37.50 | | | | 4.00 | | | | 10.67 | % |
Market Value/Book Value | | | 102.32 | % | | | 94.24 | % | | | | | | | 8.57 | % |
Price Earnings Multiple | | | 12.65x | | | | 11.50x | | | | | | | | 10.00 | % |
Dividend Payout Ratio | | | 51.22 | % | | | 51.53 | % | | | | | | | –0.60 | % |
Dividend Yield | | | 4.05 | % | | | 4.48 | % | | | | | | | –9.60 | % |
SAFETY AND SOUNDNESS | | | | | | | | | | | | | | | | |
Stockholders’ Equity/Assets | | | 14.45 | % | | | 14.26 | % | | | | | | | 1.33 | % |
Total Capital/Risk Weighted Assets | | | 17.78 | % | | | 17.04 | % | | | | | | | 4.34 | % |
Tier 1 Capital/Risk Weighted Assets | | | 16.56 | % | | | 15.92 | % | | | | | | | 4.02 | % |
Tier 1 Capital/Average Assets | | | 11.66 | % | | | 11.23 | % | | | | | | | 3.83 | % |
Non-performing Assets/Total Assets | | | 0.39 | % | | | 0.30 | % | | | | | | | 30.00 | % |
Non-performing Loans to period end Loans | | | 0.40 | % | | | 0.31 | % | | | | | | | 29.03 | % |
Allowance for loan and lease losses to period end loans | | | 1.18 | % | | | 1.09 | % | | | | | | | 8.26 | % |
BALANCE SHEET HIGHLIGHTS | | | | | | | | | | | | | | | | |
Total Assets | | $ | 919,669 | | | $ | 914,393 | | | $ | 5,276 | | | | 0.58 | % |
Total Investments | | | 172,218 | | | | 184,886 | | | | (12,668 | ) | | | –6.85 | % |
Net Loans | | | 634,801 | | | | 632,032 | | | | 2,769 | | | | 0.44 | % |
Allowance for Loan and Lease Losses | | | 7,552 | | | | 6,938 | | | | 614 | | | | 8.85 | % |
Total Deposits | | | 733,134 | | | | 712,400 | | | | 20,734 | | | | 2.91 | % |
Stockholders’ Equity | | | 132,885 | | | | 130,367 | | | | 2,518 | | | | 1.93 | % |
| (1) | The net interest margin is equal to tax equivalent net interest income divided by average interest earning assets. In order to make pre-tax income on tax-exempt investments and loans comparable to taxable investments and loans, a tax equivalent adjustment, based on a 34% tax rate, is made to interest income. This adjustment increased interest income by $541 and $579 for the three months ended June 30, 2013 and 2012, respectively and by $1,072 and $1,169 for the six months ended June 30, 2013 and 2012, respectively. The Company believes that the tax equivalent presentation is consistent with industry practice. Although the Company believes that these financial measures enhance investors’ understanding of our business and performance, these measures should not be considered an alternative to GAAP. |
| (2) | The efficiency ratio is equal to non-interest expenses divided by the sum of net interest income and non-interest income. |
7
PENSECO FINANCIAL SERVICES CORPORATION
CONSOLIDATED BALANCE SHEETS
(unaudited)
(in thousands, except per share amounts)
| | | | | | | | |
| | | June 30,
2013 | | | June 30,
2012 | |
ASSETS | | | | | | | | |
| | |
Cash and due from banks | | $ | 14,199 | | | $ | 11,236 | |
Interest bearing balances with banks | | | 22,561 | | | | 8,805 | |
Federal funds sold | | | — | | | | — | |
| | | | | | | | |
Cash and Cash Equivalents | | | 36,760 | | | | 20,041 | |
Investment securities: | | | | | | | | |
Available-for-sale, at fair value | | | 152,511 | | | | 165,277 | |
Held-to-maturity (fair value of $19,537 and $20,734, respectively) | | | 19,707 | | | | 19,609 | |
| | | | | | | | |
Total Investment Securities | | | 172,218 | | | | 184,886 | |
Loans, net of unearned income | | | 642,353 | | | | 638,970 | |
Less: Allowance for loan and lease losses | | | 7,552 | | | | 6,938 | |
| | | | | | | | |
Loans, Net | | | 634,801 | | | | 632,032 | |
| | |
Bank premises and equipment | | | 14,960 | | | | 14,423 | |
Other real estate owned | | | 949 | | | | 726 | |
Accrued interest receivable | | | 3,004 | | | | 3,093 | |
Goodwill | | | 26,398 | | | | 26,398 | |
Bank-owned life insurance | | | 17,855 | | | | 17,361 | |
Federal Home Loan Bank stock | | | 3,132 | | | | 5,268 | |
Other assets | | | 9,592 | | | | 10,165 | |
| | | | | | | | |
Total Assets | | $ | 919,669 | | | $ | 914,393 | |
| | | | | | | | |
| | |
LIABILITIES | | | | | | | | |
| | |
Deposits: | | | | | | | | |
Non-interest bearing | | $ | 146,583 | | | $ | 139,183 | |
Interest bearing | | | 586,551 | | | | 573,217 | |
| | | | | | | | |
Total Deposits | | | 733,134 | | | | 712,400 | |
Other borrowed funds: | | | | | | | | |
Securities sold under agreements to repurchase | | | 8,188 | | | | 10,488 | |
Short-term borrowings | | | — | | | | — | |
Long-term borrowings | | | 35,633 | | | | 51,792 | |
Accrued interest payable | | | 466 | | | | 756 | |
Other liabilities | | | 9,363 | | | | 8,590 | |
| | | | | | | | |
Total Liabilities | | | 786,784 | | | | 784,026 | |
| | | | | | | | |
| | |
STOCKHOLDERS’ EQUITY | | | | | | | | |
| | |
Common stock; $ .01 par value, 15,000,000 shares authorized, 3,276,079 shares issued and outstanding | | | 33 | | | | 33 | |
Surplus | | | 48,938 | | | | 48,875 | |
Retained earnings | | | 86,412 | | | | 81,290 | |
Accumulated other comprehensive income | | | (2,498 | ) | | | 169 | |
| | | | | | | | |
Total Stockholders’ Equity | | | 132,885 | | | | 130,367 | |
| | | | | | | | |
Total Liabilities and Stockholders’ Equity | | $ | 919,669 | | | $ | 914,393 | |
| | | | | | | | |
8
PENSECO FINANCIAL SERVICES CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
(in thousands, except per share amounts)
| | | | | | | | | | | | | | | | |
| | | Three Months Ended
June 30, | | | Six Months Ended
June 30, | |
| | | 2013 | | | 2012 | | | 2013 | | | 2012 | |
INTEREST INCOME | | | | | | | | | | | | | | | | |
Interest and fees on loans and leases | | $ | 7,633 | | | $ | 8,179 | | | $ | 15,420 | | | $ | 16,466 | |
Interest and dividends on investments: | | | | | | | | | | | | | | | | |
U.S. Treasury securities and U.S. Agency obligations | | | 414 | | | | 615 | | | | 853 | | | | 1,254 | |
States & political subdivisions | | | 646 | | | | 667 | | | | 1,269 | | | | 1,382 | |
Other securities | | | 16 | | | | 13 | | | | 35 | | | | 29 | |
Interest on Federal funds sold | | | — | | | | — | | | | — | | | | — | |
Interest on balances with banks | | | 28 | | | | 6 | | | | 50 | | | | 17 | |
| | | | | | | | | | | | | | | | |
Total Interest Income | | | 8,737 | | | | 9,480 | | | | 17,627 | | | | 19,148 | |
| | | | | | | | | | | | | | | | |
INTEREST EXPENSE | | | | | | | | | | | | | | | | |
Interest on time deposits of $100,000 or more | | | 259 | | | | 300 | | | | 524 | | | | 612 | |
Interest on other deposits | | | 391 | | | | 614 | | | | 797 | | | | 1,258 | |
Interest on other borrowed funds | | | 311 | | | | 493 | | | | 673 | | | | 1,018 | |
| | | | | | | | | | | | | | | | |
Total Interest Expense | | | 961 | | | | 1,407 | | | | 1,994 | | | | 2,888 | |
| | | | | | | | | | | | | | | | |
Net Interest Income | | | 7,776 | | | | 8,073 | | | | 15,633 | | | | 16,260 | |
Provision for loan and lease losses | | | 500 | | | | 114 | | | | 800 | | | | 306 | |
| | | | | | | | | | | | | | | | |
Net Interest Income After Provision for Loan and Lease Losses | | | 7,276 | | | | 7,959 | | | | 14,833 | | | | 15,954 | |
| | | | | | | | | | | | | | | | |
NON-INTEREST INCOME | | | | | | | | | | | | | | | | |
Trust department income | | | 403 | | | | 341 | | | | 794 | | | | 703 | |
Service charges on deposit accounts | | | 487 | | | | 468 | | | | 954 | | | | 927 | |
Merchant transaction income | | | 918 | | | | 891 | | | | 1,949 | | | | 2,098 | |
Brokerage fee income | | | 100 | | | | 84 | | | | 190 | | | | 141 | |
Other fee income | | | 505 | | | | 461 | | | | 906 | | | | 864 | |
Bank-owned life insurance income | | | 120 | | | | 131 | | | | 239 | | | | 249 | |
Other operating income | | | 500 | | | | 177 | | | | 726 | | | | 418 | |
Impairment losses on investment securities | | | — | | | | — | | | | — | | | | — | |
Realized gains (losses) on securities, net | | | 24 | | | | 69 | | | | 125 | | | | 116 | |
| | | | | | | | | | | | | | | | |
Total Non-Interest Income | | | 3,057 | | | | 2,622 | | | | 5,883 | | | | 5,516 | |
| | | | | | | | | | | | | | | | |
NON-INTEREST EXPENSES | | | | | | | | | | | | | | | | |
Salaries and employee benefits | | | 3,492 | | | | 3,490 | | | | 7,075 | | | | 7,204 | |
Premises and equipment | | | 701 | | | | 715 | | | | 1,502 | | | | 1,552 | |
Merchant transaction expenses | | | 582 | | | | 596 | | | | 1,207 | | | | 1,327 | |
FDIC insurance assessments | | | 11 | | | | 120 | | | | 129 | | | | 230 | |
Other operating expenses | | | 2,070 | | | | 2,340 | | | | 4,068 | | | | 4,288 | |
| | | | | | | | | | | | | | | | |
Total Non-Interest Expenses | | | 6,856 | | | | 7,261 | | | | 13,981 | | | | 14,601 | |
| | | | | | | | | | | | | | | | |
Income before income taxes | | | 3,477 | | | | 3,320 | | | | 6,735 | | | | 6,869 | |
Applicable income taxes | | | 633 | | | | 721 | | | | 1,370 | | | | 1,540 | |
| | | | | | | | | | | | | | | | |
Net Income | | $ | 2,844 | | | $ | 2,599 | | | $ | 5,365 | | | $ | 5,329 | |
| | | | | | | | | | | | | | | | |
| | | | |
Weighted average shares outstanding - Basic | | | 3,276,079 | | | | 3,276,079 | | | | 3,276,079 | | | | 3,276,079 | |
Weighted average shares outstanding - Diluted | | | 3,277,729 | | | | 3,276,122 | | | | 3,277,516 | | | | 3,276,100 | |
Earnings per Common Share - Basic | | $ | 0.87 | | | $ | 0.79 | | | $ | 1.64 | | | $ | 1.63 | |
Earnings per Common Share - Diluted | | $ | 0.87 | | | $ | 0.79 | | | $ | 1.64 | | | $ | 1.63 | |
Cash Dividends Declared Per Common Share | | $ | 0.42 | | | $ | 0.42 | | | $ | 0.84 | | | $ | 0.84 | |
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PENSECO FINANCIAL SERVICES CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited)
(in thousands)
| | | | | | | | |
| | | Three Months Ended
June 30, 2013 | | | Three Months Ended
June 30, 2012 | |
Net Income | | $ | 2,844 | | | $ | 2,599 | |
| | | | | | | | |
Other comprehensive income, net of tax: | | | | | | | | |
Unrealized (losses) gains on securities: | | | | | | | | |
Unrealized holding (losses) gains arising during the period | | | (1,811 | ) | | | 415 | |
Less: reclassification adjustment for gains (losses) included in net income | | | 16 | | | | 40 | |
| | | | | | | | |
Other comprehensive income | | | (1,827 | ) | | | 375 | |
| | | | | | | | |
| | |
Comprehensive Income | | $ | 1,017 | | | $ | 2,974 | |
| | | | | | | | |
| | |
| | | Six Months Ended
June 30, 2013 | | | Six Months Ended
June 30, 2012 | |
Net Income | | $ | 5,365 | | | $ | 5,329 | |
| | | | | | | | |
Other comprehensive income, net of tax: | | | | | | | | |
Unrealized (losses) gains on securities: | | | | | | | | |
Unrealized holding (losses) gains arising during the period | | | (2,125 | ) | | | 518 | |
Less: reclassification adjustment for gains (losses) included in net income | | | 83 | | | | 71 | |
| | | | | | | | |
Other comprehensive income | | | (2,208 | ) | | | 447 | |
| | | | | | | | |
| | |
Comprehensive Income | | $ | 3,157 | | | $ | 5,776 | |
| | | | | | | | |
10
PENSECO FINANCIAL SERVICES CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
THREE MONTHS ENDED JUNE 30, 2013 AND 2012
(unaudited)
(in thousands, except per share amounts)
| | | | | | | | | | | | | | | | | | | | |
| | | Common
Stock | | | Surplus | | | Retained
Earnings | | | Accumulated
Other
Comprehensive
Income | | | Total
Stockholders’
Equity | |
| | | | | |
Balance, March 31, 2012 | | $ | 33 | | | $ | 48,865 | | | $ | 80,067 | | | $ | (206 | ) | | $ | 128,759 | |
| | | | | |
Stock-based compensation | | | | | | | 10 | | | | | | | | | | | | 10 | |
| | | | | |
Net income | | | — | | | | — | | | | 2,599 | | | | — | | | | 2,599 | |
| | | | | |
Other comprehensive income | | | | | | | | | | | | | | | 375 | | | | 375 | |
| | | | | |
Cash dividends declared ($0.42 per share) | | | — | | | | — | | | | (1,376 | ) | | | — | | | | (1,376 | ) |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
Balance, June 30, 2012 | | $ | 33 | | | $ | 48,875 | | | $ | 81,290 | | | $ | 169 | | | $ | 130,367 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
Balance, March 31, 2013 | | $ | 33 | | | $ | 48,920 | | | $ | 84,943 | | | $ | (671 | ) | | $ | 133,225 | |
| | | | | |
Stock-based compensation | | | | | | | 18 | | | | | | | | | | | | 18 | |
| | | | | |
Net income | | | — | | | | — | | | | 2,844 | | | | — | | | | 2,844 | |
| | | | | |
Other comprehensive income | | | | | | | | | | | | | | | (1,827 | ) | | | (1,827 | ) |
| | | | | |
Cash dividends declared ($0.42 per share) | | | — | | | | — | | | | (1,375 | ) | | | — | | | | (1,375 | ) |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
Balance, June 30, 2013 | | $ | 33 | | | $ | 48,938 | | | $ | 86,412 | | | $ | (2,498 | ) | | $ | 132,885 | |
| | | | | | | | | | | | | | | | | | | | |
11
PENSECO FINANCIAL SERVICES CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
SIX MONTHS ENDED JUNE 30, 2013 AND 2012
(unaudited)
(in thousands, except per share amounts)
| | | | | | | | | | | | | | | | | | | | |
| | | Common
Stock | | | Surplus | | | Retained
Earnings | | | Accumulated
Other
Comprehensive
Income | | | Total
Stockholders’
Equity | |
| | | | | |
Balance, December 31, 2011 | | $ | 33 | | | $ | 48,865 | | | $ | 78,713 | | | $ | (278 | ) | | $ | 127,333 | |
| | | | | |
Stock-based compensation | | | — | | | | 10 | | | | — | | | | — | | | | 10 | |
| | | | | |
Net income | | | — | | | | — | | | | 5,329 | | | | — | | | | 5,329 | |
| | | | | |
Other comprehensive income | | | — | | | | — | | | | — | | | | 447 | | | | 447 | |
| | | | | |
Cash dividends declared ($0.84 per share) | | | — | | | | — | | | | (2,752 | ) | | | — | | | | (2,752 | ) |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
Balance, June 30, 2012 | | $ | 33 | | | $ | 48,875 | | | $ | 81,290 | | | $ | 169 | | | $ | 130,367 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
Balance, December 31, 2012 | | $ | 33 | | | $ | 48,905 | | | $ | 83,798 | | | $ | (290 | ) | | $ | 132,446 | |
| | | | | |
Stock-based compensation | | | — | | | | 33 | | | | — | | | | — | | | | 33 | |
| | | | | |
Net income | | | — | | | | — | | | | 5,365 | | | | — | | | | 5,365 | |
| | | | | |
Other comprehensive income | | | — | | | | — | | | | — | | | | (2,208 | ) | | | (2,208 | ) |
| | | | | |
Cash dividends declared ($0.84 per share) | | | — | | | | — | | | | (2,751 | ) | | | — | | | | (2,751 | ) |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
Balance, June 30, 2013 | | $ | 33 | | | $ | 48,938 | | | $ | 86,412 | | | $ | (2,498 | ) | | $ | 132,885 | |
| | | | | | | | | | | | | | | | | | | | |
12
Reconciliation of Non-GAAP Financial Measures
Tangible Assets and Equity
Management believes that tangible assets, tangible equity, and the related ratios of tangible equity to tangible assets, tangible book value per share, and market value to tangible book value, are useful to investors in evaluating the Company’s results of operations and financial condition. Our intangible assets, namely goodwill and the core deposit intangible, are the result of our accounting for the Merger, and we would not be able to sell those assets separately from all other assets of the business. Tangible equity and tangible book value per share are used generally as conservative measures of net worth, approximating liquidation value.
The following table presents a reconciliation of tangible assets / tangible equity.
| | | | | | | | | | | | | | | | |
| | | June 30, 2013 | | | June 30, 2012 | |
| Tangible Assets | | | | | | | | | | | | | | | | |
Total Assets | | | | | | $ | 919,669 | | | | | | | $ | 914,393 | |
Less: | | | | | | | | | | | | | | | | |
Goodwill | | | 26,398 | | | | | | | | 26,398 | | | | | |
Core Deposit Intangible | | | 719 | | | | | | | | 967 | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | 27,117 | | | | | | | | 27,365 | |
| | | | | | | | | | | | | | | | |
Tangible Assets | | | | | | $ | 892,552 | | | | | | | $ | 887,028 | |
| | | | | | | | | | | | | | | | |
| | | | |
| Tangible Equity | | | | | | | | | | | | | | | | |
Total Equity | | | | | | $ | 132,885 | | | | | | | $ | 130,367 | |
Less: | | | | | | | | | | | | | | | | |
Goodwill | | | 26,398 | | | | | | | | 26,398 | | | | | |
Core Deposit Intangible | | | 719 | | | | | | | | 967 | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | 27,117 | | | | | | | | 27,365 | |
| | | | | | | | | | | | | | | | |
Tangible Equity | | | | | | $ | 105,768 | | | | | | | $ | 103,002 | |
| | | | | | | | | | | | | | | | |
| | | | |
Tangible Equity / Tangible Assets | | | | | | | 11.85 | % | | | | | | | 11.61 | % |
| | | | |
Tangible Book Value Per Share | | | | | | $ | 32.29 | | | | | | | $ | 31.44 | |
| | | | |
Market Value / Tangible Book Value | | | | | | | 128.52 | % | | | | | | | 119.27 | % |
13
