__________________________
__________________________
Notice of 2011 Annual Meeting,
Proxy Statement and
Annual Report
PEOPLES BANCORP OF NORTH CAROLINA, INC.
PROXY STATEMENT
Table of Contents
Page
NOTICE OF 2011 ANNUAL MEETING OF SHAREHOLDERS.............................................................................. ii
PROXY STATEMENT .................................................................................................................................................1
Security Ownership Of Certain Beneficial Owners and Management ......................................................................5
Section 16(a) Beneficial Ownership Reporting Compliance ....................................................................................8
Proposal 1 - Election of Directors.............................................................................................................................8
Director Nominees ...............................................................................................................................................8
Our Board of Directors and Its Committees............................................................................................................10
Executive Committee..............................................................................................................................................10
Governance Committee...........................................................................................................................................10
Audit and Enterprise Risk Committee.....................................................................................................................11
Report of Audit and Enterprise Risk Committee ....................................................................................................11
Compensation Committee.......................................................................................................................................12
Compensation Committee Interlocks and Insider Participation ..............................................................................16
Board Leadership Structure and Risk Oversight.....................................................................................................16
Director and Executive Compensation and Benefits...............................................................................................17
Director Compensation ......................................................................................................................................17
Executive Officers..............................................................................................................................................19
Management Compensation ...............................................................................................................................19
Employment Agreements ...................................................................................................................................21
Omnibus Stock Option and Long Term Incentive Plan......................................................................................22
Incentive Compensation Plans ...........................................................................................................................26
Deferred Compensation Plan .............................................................................................................................28
Supplemental Retirement Plan ...........................................................................................................................28
Discretionary Bonuses and Service Awards.......................................................................................................28
Profit Sharing Plan and 401(k) Plan...................................................................................................................28
Indebtedness of and Transactions with Management and Directors .......................................................................28
Proposal 2 - Advisory (Non-Binding) Proposal to Approve the Compensation of the Company’s Named
Executive Officers ..........................................................................................................................................29
Proposal 3 - Ratification of Selection of Independent Auditor ...............................................................................30
Audit Fees ..........................................................................................................................................................30
Audit Related Fees .............................................................................................................................................30
Tax Fees.............................................................................................................................................................30
All Other Fees ....................................................................................................................................................30
Date for Receipt of Shareholder Proposals .............................................................................................................31
Other Matters ..........................................................................................................................................................31
Miscellaneous .........................................................................................................................................................31
APPENDIX A..............................................................................................................................................................32
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i
PEOPLES BANCORP OF NORTH CAROLINA, INC.
Post Office Box 467
518 West C Street
Newton, North Carolina 28658-0467
(828) 464-5620
NOTICE OF 2011 ANNUAL MEETING OF SHAREHOLDERS
To Be Held on May 5, 2011
NOTICE IS HEREBY GIVEN that the 2011 Annual Meeting of Shareholders of Peoples Bancorp of North
Carolina, Inc. (the “Company”) will be held as follows:
Place:
Date:
Time:
Catawba Country Club
1154 Country Club Road
Newton, North Carolina
May 5, 2011
11:00 a.m., Eastern Time
The purposes of the Annual Meeting are to consider and vote upon the following matters:
•
•
•
•
To elect ten persons who will serve as members of the Board of Directors until the 2012 Annual
Meeting of Shareholders or until their successors are duly elected and qualified;
To participate in an advisory (non-binding) vote to approve the compensation of the Company’s
executive officers, as disclosed in the Proxy Statement;
To ratify the appointment of Porter Keadle Moore, LLP (“PKM”) as the Company’s independent
registered public accounting firm for the fiscal year ending December 31, 2011; and
To consider and act on any other matters that may properly come before the Annual Meeting or
any adjournment.
The Board of Directors has established March 17, 2011, as the record date for the determination of
shareholders entitled to notice of and to vote at the Annual Meeting. If an insufficient number of shares is present in
person or by proxy to constitute a quorum at the time of the Annual Meeting, the Annual Meeting may be adjourned
in order to permit further solicitation of proxies by the Company.
Your vote is important. We urge you to vote as soon as possible so that your shares may be voted in
accordance with your wishes. You may vote by executing and returning your proxy card in the accompanying
envelope, or by voting electronically over the Internet or by telephone. Please refer to the proxy card enclosed
for information on voting electronically. If you attend the meeting, you may vote in person and the proxy will
not be used.
By Order of the Board of Directors,
Newton, North Carolina
April 5, 2011
Tony W. Wolfe
President and Chief Executive Officer
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ii
PEOPLES BANCORP OF NORTH CAROLINA, INC.
______________________________________
PROXY STATEMENT
______________________________________
Annual Meeting of Shareholders
To Be Held On May 5, 2011
_____________________________________
This Proxy Statement is being mailed to our shareholders on or about April 5, 2011, for solicitation of
proxies by the Board of Directors of Peoples Bancorp of North Carolina, Inc. Our principal executive offices are
located at 518 West C Street, Newton, North Carolina 28658. Our telephone number is (828) 464-5620.
In this Proxy Statement, the terms “we,” “us,” “our” and the “Company” refer to Peoples Bancorp of North
Carolina, Inc. The term “Bank” means Peoples Bank, our wholly-owned, North Carolina-chartered bank subsidiary.
The terms “you” and “your” refer to the shareholders of the Company.
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on
May 5, 2011. The Notice, Proxy Statement and the Annual Report to Shareholders for the year ended
December 31, 2010 are also available at
https://www.snl.com/IRWebLinkX/GenPage.aspx?IID=4050385&GKP=202713
You may also access the above off-site website by going to www.peoplesbanknc.com and click on the link.
INFORMATION ABOUT THE ANNUAL MEETING
Your vote is very important. For this reason, our Board is requesting that you allow your common stock to
be represented at the 2011 Annual Meeting of Shareholders by the proxies named on the enclosed proxy card.
When is the Annual Meeting?
May 5, 2011, at 11 a.m., Eastern Time.
Where will the Annual Meeting be held?
At the Catawba Country Club, 1154 Country Club Road,
Newton, North Carolina.
What items will be voted on at the
Annual Meeting?
ELECTION OF DIRECTORS. To elect ten directors
to serve until the 2012 Annual Meeting of
Shareholders;
PARTICIPATION IN ADVISORY VOTE. To
participate in an advisory (non-binding) vote to
approve the compensation of the Company’s
executive officers, as disclosed in the Proxy
Statement;
RATIFICATION OF REGISTERED PUBLIC
ACCOUNTING FIRM. To ratify the appointment of
PKM as the Company’s independent registered public
accounting firm for fiscal year 2011; and
OTHER BUSINESS. To consider any other business
as may properly come before the Annual Meeting or
any adjournment.
1.
2.
3.
4.
1
1
Who can vote?
How do I vote by proxy?
How do I change or revoke my proxy?
Only holders of record of our common stock at the close of
business on March 17, 2011 (the “Record Date”) will be
entitled to notice of and to vote at the Annual Meeting and any
adjournment of the Annual Meeting. On the Record Date,
there were 5,541,413 shares of our common stock outstanding
and entitled to vote and 719 shareholders of record.
You may vote your shares by marking, signing and dating the
enclosed proxy card and returning it in the enclosed postage-
paid envelope or by voting electronically over the Internet or
by telephone using the information on the proxy card. If you
return your signed proxy card before the Annual Meeting, the
proxies will vote your shares as you direct. The Board of
Directors has appointed proxies to represent shareholders who
cannot attend the Annual Meeting in person.
For the election of directors, you may vote for (1) all of the
nominees, (2) none of the nominees, or (3) all of the nominees
except those you designate. If a nominee for election as a
director becomes unavailable for election at any time at or
before the Annual Meeting, the proxies will vote your shares
for a substitute nominee. For each other item of business, you
may vote “FOR” or “AGAINST” or you may “ABSTAIN”
from voting.
If you return your signed proxy card but do not specify how
you want to vote your shares, the proxies will vote them
“FOR” the election of all of our nominees for directors and
“FOR” all other proposals presented in this Proxy Statement in
accordance with Board of Directors recommendations.
If your shares are held in the name of a broker or other
nominee (i.e., held in “street name”), you will need to obtain a
proxy instruction card from the broker holding your shares and
return the card as directed by your broker. Your broker is no
longer permitted to vote on your behalf on the election of
directors or on the advisory vote on executive compensation
unless you provide specific instructions by following the
instructions from your broker about voting your shares by
telephone or Internet or completing and returning the voting
instruction card provided by your broker. For your vote to be
counted in the election of directors, you now will need to
communicate your voting decision to your bank, broker or
other holder of record before the date of the Annual
Meeting.
We are not aware of any other matters to be brought before the
Annual Meeting. If matters other than those discussed above
are properly brought before the Annual Meeting, the proxies
may vote your shares in accordance with their best judgment.
You can change or revoke your proxy at any time before it is
voted at the Annual Meeting in any of three ways: (1) by
delivering a written notice of revocation to the Secretary of the
Company; (2) by delivering another properly signed proxy
card to the Secretary of the Company with a more recent date
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How many votes can I cast?
How many votes are required to approve
the proposals?
What constitutes a “quorum” for
the Annual Meeting?
than your first proxy card or by changing your vote by
telephone or the Internet; or (3) by attending the Annual
Meeting and voting in person. You should deliver your
written notice or superseding proxy to the Secretary of the
Company at our principal executive offices listed above.
You are entitled to one vote for each share held as of the
Record Date on each nominee for election and each other
matter presented for a vote at the Annual Meeting. You may
not vote your shares cumulatively in the election of directors.
If a quorum is present at the Annual Meeting, each director
nominee will be elected by a plurality of the votes cast in
person or by proxy. If you withhold your vote on a nominee,
your shares will not be counted as having voted for that
nominee.
The proposal to approve the compensation of the Company’s
Named Executive Officers is advisory only; however, the
Company’s Compensation Committee will consider the
outcome of the vote when evaluating compensation
arrangements for executive compensation.
The proposal to ratify the appointment of the Company’s
independent registered public accounting firm for 2011 will be
approved if the votes cast in favor exceed the votes cast in
opposition.
Any other matters properly coming before the Annual Meeting
for a vote will require the affirmative vote of the holders of a
majority of the shares represented in person or by proxy at the
Annual Meeting and entitled to vote on that matter.
Abstentions and broker non-votes are not treated as votes cast
on any proposal. As a result, neither will have an effect on the
vote for the election of any director, the non-binding advisory
vote to approve executive compensation, or the ratification of
our independent registered public accounting firm.
A broker non-vote occurs when a broker does not vote on a
particular matter because the broker does not have
discretionary authority on that matter and has not received
instructions from the owner of the shares. Under new rules
changes, brokers are no longer able to vote for directors
without instructions from the record holder or on the advisory
vote on executive compensation.
In the event there are insufficient votes present at the Annual
Meeting for a quorum or to approve or ratify any proposal, the
Annual Meeting may be adjourned in order to permit the
further solicitation of proxies.
A majority of the outstanding shares of our common stock
entitled to vote at the Annual Meeting, present in person or
represented by proxy, constitutes a quorum (a quorum is
necessary to conduct business at the Annual Meeting). Your
33
Who pays for the solicitation of proxies?
When are proposals for the 2012
Annual Meeting due?
shares will be considered part of the quorum if you have voted
your shares by proxy or by telephone or Internet. Abstentions,
broker non-votes and votes withheld from any director
nominee count as shares present at the Annual Meeting for
purposes of determining a quorum.
We will pay the cost of preparing, printing and mailing
materials in connection with this solicitation of proxies. In
addition to solicitation by mail, our officers, directors and
regular employees, as well as those of the Bank, may make
solicitations personally, by telephone or otherwise without
additional compensation for doing so. We reserve the right to
engage a proxy solicitation firm to assist in the solicitation of
proxies for the Annual Meeting. We will, upon request,
reimburse brokerage firms, banks and others for their
reasonable out-of-pocket expenses in forwarding proxy
materials to beneficial owners of stock or otherwise in
connection with this solicitation of proxies.
To be considered either for inclusion in the proxy materials
solicited by the Board of Directors for the 2012 Annual
Meeting, proposals must be received by the Secretary of the
Company at our principal executive offices at 518 West C
Street, Newton, North Carolina 28658 (or at P.O. Box 467,
Newton, North Carolina 28658-0467) no later than December
7, 2011. To be included in the proxy materials, a proposal
must comply with our Bylaws, Rule 14a-8 and all other
applicable provisions of Regulation 14A under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”).
Any proposal not intended to be included in the Company’s
proxy statement for the 2012 Annual Meeting, but intended to
be presented at that Annual Meeting, must be received by us at
our principal executive offices listed above no later than
February 19, 2012.
44
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The Exchange Act requires that any person who acquires the beneficial ownership of more than five percent
of the Company’s common stock notify the Securities and Exchange Commission (the “SEC”) and the Company.
Following is certain information, as of March 17, 2011, regarding those persons or groups who held of record, or
who are known to the Company to own beneficially, more than five percent of the Company’s outstanding common
stock.
Name and Address of
Beneficial Owner
Amount and Nature of
Beneficial Ownership1
655,095 2
Percent
of Class3
11.82%
Christine S. Abernethy
P.O. Box 386
Newton, NC 28658
Tontine Partners, LP
55 Railroad Avenue, 3rd Floor
Greenwich, CT 06830-6378
U.S. Department of the Treasury
1500 Pennsylvania Avenue, NW
Washington, D.C. 20220
323,931
5.85%
357,234 4
6.06% 5
1 Unless otherwise noted, all shares are owned directly of record by the named individuals, by their spouses and minor
children, or by other entities controlled by the named individuals. Voting and investment power is not shared unless
otherwise indicated.
2 Carolina Glove Company, Inc. owns 107,604 shares of common stock. These shares are included in the calculation of Ms.
Abernethy’s total beneficial ownership interest. Ms. Abernethy owns approximately 50% of the stock of Carolina Glove
Company, Inc. The business is operated by a family committee. Ms. Abernethy has no active day-to-day participation in
the business affairs of Carolina Glove Company, Inc.
3 Based upon a total of 5,541,413 shares of common stock outstanding as of the Record Date.
4 The amount represents a warrant to purchase 357,234 shares of its common stock to the U.S. Department of the Treasury on
December 28, 2008. As of March 17, 2011, the U.S. Department of the Treasury had not exercised the warrant. A
description of the Company’s participation in the Troubled Asset Relief Program and Capital Purchase Program can be
found on page 14.
5 Based upon a total of 5,898,647 shares of common stock which is the sum of 5,541,413 the total number of shares
outstanding as of the record date and 357,234 shares underlying the warrant which is currently exercisable.
55
Set forth below is certain information, as of the Record Date, regarding those shares of common stock
owned beneficially by each of the persons who currently serves as a member of the Board of Directors, is a nominee
for election to the Board at the Annual Meeting, or is a named executive officer (“NEO”) of the Company. Also
shown is the number of shares of common stock owned by the directors and executive officers of the Company as a
group.
Name and Address
James S. Abernethy
Post Office Box 327
Newton, NC 28658
Robert C. Abernethy
Post Office Box 366
Newton, NC 28658
Joseph F. Beaman, Jr.
Post Office Box 467
Newton, NC 28658
William D. Cable, Sr.
Post Office Box 467
Newton, NC 28658
Douglas S. Howard
Post Office Box 587
Denver, NC 28037
A. Joseph Lampron, Jr.
Post Office Box 467
Newton, NC 28658
John W. Lineberger, Jr.
Post Office Box 481
Lincolnton, NC 28092
Gary E. Matthews
210 First Avenue South
Conover, NC 28613
Billy L. Price, Jr., M.D.
540 11th Ave. Place NW
Hickory, NC 28601
Larry E. Robinson
Post Office Box 723
Newton, NC 28658
Lance A. Sellers
Post Office Box 467
Newton, NC 28658
William Gregory Terry
Post Office Box 395
Conover, NC 28613
Dan Ray Timmerman, Sr.
Post Office Box 1148
Conover, NC 28613
Tony W. Wolfe
Post Office Box 467
Newton, NC 28658
Percentage
of
Class2
3.04%
3.08%
*
*
*
*
*
*
*
*
*
*
1.40%
*
Amount and Nature
of Beneficial
Ownership1
171,414 3
173,878 4
24,080 5
32,566 6
12,878 7
22,492 8
2,299
21,413
5,013
49,5779
27,446 10
13,081
79,02911
31,190 12
66
Name and Address
Benjamin I. Zachary
Post Office Box 277
Taylorsville, NC 28681
Amount and Nature
of Beneficial
Ownership1
81,284 13
Percentage
of
Class2
1.44%
All current directors and nominees and
executive officers as a group (15 people)
683,602 14, 15
12.12%
*Does not exceed one percent of the common stock outstanding.
______________________________________________
1 Unless otherwise noted, all shares are owned directly of record by the named individuals, by their spouses and minor children,
or by other entities controlled by the named individuals. Voting and investment power is not shared unless otherwise
indicated.
2 Based upon a total of 5,541,413 shares of common stock outstanding as of the Record Date and 99,556 stock options
exercisable within 60 days with respect to the designated recipient(s).
3 Includes 64,038 shares of common stock owned by Alexander Railroad Company. Mr. J. Abernethy is Vice President,
Secretary and Chairman of the Board of Directors of Alexander Railroad Company.
4 Includes 5,613 shares of common stock owned by Mr. R. Abernethy’s spouse, for which Mr. R. Abernethy disclaims beneficial
ownership.
5 Includes 16,301 shares of common stock in which Mr. Beaman has the right to acquire beneficial interest within 60 days by
the exercise of stock options granted under the Omnibus Stock Ownership and Long Term Incentive Plan.
6 Includes 17,277 shares of common stock in which Mr. Cable has the right to acquire beneficial interest within 60 days by the
exercise of stock options granted under the Omnibus Stock Ownership and Long Term Incentive Plan.
7 Includes 2,475 shares of common stock owned by Mr. Howard’s mother over which Mr. Howard holds a power of attorney.
Includes 450 shares of common stock owned by Mr. Howard’s spouse, for which Mr. Howard disclaims beneficial ownership.
8 Includes 18,400 shares of common stock in which Mr. Lampron has the right to acquire beneficial interest within 60 days by
the exercise of stock options granted under the Omnibus Stock Ownership and Long Term Incentive Plan.
9 Includes 8,835 shares of common stock owned by Mr. Robinson’s spouse, for which Mr. Robinson disclaims beneficial
ownership.
10 Includes 21,455 shares of common stock in which Mr. Sellers has the right to acquire beneficial interest within 60 days by the
exercise of stock options granted under the Omnibus Stock Ownership and Long Term Incentive Plan.
11 Includes 2,722 shares of common stock owned by Timmerman Manufacturing, Inc. Mr. Timmerman is President and a
Director of Timmerman Manufacturing, Inc.
12 Includes 26,123 shares of common stock in which Mr. Wolfe has the right to acquire beneficial interest within 60 days by the
exercise of stock options granted under the Omnibus Stock Ownership and Long Term Incentive Plan.
13 Includes 64,038 shares of common stock owned by Alexander Railroad Company. Mr. Zachary is President, Treasurer,
General Manager and a Director of Alexander Railroad Company.
14 The 64,038 shares owned by Alexander Railroad Company and attributed to Mr. J. Abernethy and Mr. Zachary are only
included once in calculating this total.
15 Includes 99,556 shares of common stock in which the executive officers, as a group, have the right to acquire beneficial
interest within 60 days by the exercise of stock options granted under the Omnibus Stock Ownership and Long Term Incentive
Plan.
Directors James S. Abernethy and Robert C. Abernethy are brothers and are sons of Christine S. Abernethy, who owns in
excess of 10% of the common stock.
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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company’s executive officers and directors, and persons
who own more than ten percent of the common stock, to file reports of ownership and changes in ownership with the
SEC. Executive officers, directors and greater than ten percent beneficial owners are required by SEC regulations to
furnish the Company with copies of all Section 16(a) forms they file.
Based solely on a review of the copies of such forms furnished to the Company and written representations
from the Company’s executive officers and directors, the Company believes that during the fiscal year ended
December 31, 2010, its executive officers and directors and greater than ten percent beneficial owners complied with
all applicable Section 16(a) filing requirements.
PROPOSAL 1
ELECTION OF DIRECTORS
Our Board of Directors has set its number at ten members. Our current Bylaws provide that in order to be
eligible for consideration at the Annual Meeting of Shareholders, all nominations of directors, other than those made
by the Nominating Committee or the Board of Directors, must be in writing and must be delivered to the Secretary of
the Company not less than 50 days nor more than 90 days prior to the meeting at which such nominations will be
made; provided, however, that if less than 60 days' notice of the meeting is given to the shareholders, such
nominations must be delivered to the Secretary of the Company not later than the close of business on the tenth day
following the day on which the notice of meeting was mailed.
Information about the nominees for election to the Board of Directors for a one-year term until the 2012
annual meeting of shareholders appears below. All of the nominees are currently serving on the Board of Directors.
Director Nominees
James S. Abernethy, age 56, is employed by Carolina Glove Company, Inc., a glove manufacturing
company as its Vice President. Mr. Abernethy continues to serve as President and Assistant Secretary of Midstate
Contractors, Inc., a paving company and also as Vice President, Secretary and Chairman of the Board of Directors of
Alexander Railroad Company. He has served as a director of the Company since 1992. Mr. Abernethy has a total of
18 years of banking experience and is a graduate of the North Carolina Bank Directors’ College and attended the
initial Advanced Directors’ Training session offered by the NC Bank Directors’ College in association with the
College of Management at North Carolina State University. Mr. Abernethy earned a business administration degree
from Gardner Webb University in North Carolina. Over his 18 years of service on the Board, Mr. Abernethy has
served on all the Bank’s and the Company’s committees.
Robert C. Abernethy, age 60, is employed by Carolina Glove Company, Inc., a glove manufacturing
company, as its President, Secretary and Treasurer. Mr. Abernethy continues to serve as Secretary and Assistant
Treasurer of Midstate Contractors, Inc., a paving company. He has served as a director of the Company since 1976
and as Chairman since 1991. Mr. Abernethy has a total of 34 years of banking experience and is a graduate of the
North Carolina Bank Directors’ College and attended the initial Advanced Directors’ Training session offered by the
North Carolina Bank Directors’ College in association with the College of Management at North Carolina State
University. Mr. Abernethy earned a B.S. degree from Gardner Webb University in North Carolina. He serves on the
Finance Committee and Investment Committee of Grace United Church of Christ. Mr. Abernethy also serves on the
board of Carolina Glove Company, Inc. and Midstate Contractors, Inc. both privately held companies.
Douglas S. Howard, age 51, is the owner of Howard Ventures. He is also employed by Denver Equipment
of Charlotte, Inc. as Secretary/Treasurer. Mr. Howard is currently serving as the President of Eastern Catawba
Cooperative Christian Ministry. He has served as a director of the Company since 2004. Mr. Howard has a total of
12 years of banking experience and is a graduate of the North Carolina Bank Directors’ College and attended the
initial Advanced Directors’ Training session offered by the NC Bank Directors’ College in association with the
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College of Management at North Carolina State University. He also serves on the Western NC Methodist Church
Board of Finance. Mr. Howard also serves on the boards of other privately-held companies.
John W. Lineberger, Jr., age 60, is employed by Lincoln Bonded Warehouse Company, a commercial
warehousing facility, as President. He has served as a director of the Company since 2004. Mr. Lineberger has a
total of six years of banking experience and is a graduate of the North Carolina Bank Directors’ College and
attended the initial Advanced Directors’ Training session offered by the NC Bank Directors’ College in association
with the College of Management at North Carolina State University. Mr. Lineberger earned a B.S. degree in
business administration from Western Carolina University.
Gary E. Matthews, age 55, is employed by Matthews Construction Company, Inc. as its President and a
Director. He has served as a director of the Company since 2001. Mr. Matthews has a total of nine years of banking
experience, is a graduate of the North Carolina Bank Directors’ College, and attended the initial Advanced
Directors’ Training session offered by the NC Bank Directors’ College in association with the College of
Management at North Carolina State University. Mr. Matthews is also a director of Conover Metal Products, a
privately held company. Mr. Matthews earned a B.S. degree in civil engineering/construction from North Carolina
State University.
Billy L. Price, Jr., M.D., age 54, is the Managing Partner and Practitioner of Internal Medicine at Catawba
Valley Internal Medicine, PA. He has served as a director of the Company since 2004. Dr. Price has a total of six
years of banking experience and is a graduate of the North Carolina Bank Directors’ College and attended the initial
Advanced Directors’ Training session offered by the NC Bank Directors’ College in association with the College of
Management at North Carolina State University. Dr. Price was previously the owner/pharmacist of Conover Drug
Company. Dr. Price earned a B.S. degree in pharmacy from the University of North Carolina at Chapel Hill and his
MD from East Carolina University School of Medicine.
Larry E. Robinson, age 65, is employed by The Blue Ridge Distributing Company, Inc., a beer and wine
distributor, as the President and Chief Executive Officer. He is a partner and Chief Operating Officer of United
Beverages of North Carolina, LLC, a beer distributor. He has served as a director of the Company since 1993. Mr.
Robinson has a total of 15 years of banking experience and is a graduate of the North Carolina Bank Directors’
College. Mr. Robinson attended Western Carolina University and received an Associate Degree in Business and
Accounting from Catawba Valley Community College in North Carolina.
William Gregory Terry, age 43, is employed by Drum & Willis-Reynolds Funeral Homes and Crematory
as Executive Vice President. He has served as a director of the Company since 2004. Mr. Terry has a total of six
years of banking experience and is a graduate of the North Carolina Bank Directors’ College and attended the initial
Advanced Directors’ Training session offered by the NC Bank Directors’ College in association with the College of
Management at North Carolina State University. Mr. Terry graduated with a B.S. degree in business management
from Clemson University in South Carolina. Mr. Terry serves on numerous civic and community boards.
Dan Ray Timmerman, Sr., age 63, is employed by Timmerman Manufacturing, Inc., a wrought iron
furniture, railings and gates manufacturer, as its President and Chief Executive Officer. He has served as a director
of the Company since 1995. Mr. Timmerman has a total of 16 years of banking experience and is a graduate of the
North Carolina Bank Directors’ College and attended the initial Advanced Directors’ Training session offered by the
NC Bank Directors’ College in association with the College of Management at North Carolina State University. Mr.
Timmerman earned a B.S. degree in business administration with a concentration in accounting from Lenoir-Rhyne
University in North Carolina.
Benjamin I. Zachary, age 54, is employed by Alexander Railroad Company as its President, Treasurer,
General Manager and Director. He has served as a director of the Company since 1995. Mr. Zachary has a total of
15 years of banking experience and is a graduate of the North Carolina Bank Directors’ College. Mr. Zachary
earned a B.S. degree in business administration with a concentration in accounting from the University of North
Carolina at Chapel Hill. He worked as a CPA for a national accounting firm for eight years following graduation
where his assignments included financial statement audits of several banks. He formerly served as Treasurer and a
99
member of the Finance Committee of First United Methodist Church of Taylorsville for many years. Mr. Zachary is
a member of the Taylorsville Rotary Club and also serves as Treasurer.
We have no reason to believe that any of the nominees for election will be unable or will decline to serve if
elected. In the event of death or disqualification of any nominee or the refusal or inability of any nominee to serve as
a director, however, the proxies will vote for the election of another person as they determine in their discretion or
may allow the vacancy to remain open until filled by the Board. In no circumstance will any proxy be voted for
more than two nominees who are not named in this proxy statement. Properly executed and returned proxies, unless
revoked, will be voted as directed by you or, in the absence of direction, will be voted in favor of the election of the
recommended nominees. An affirmative vote of a plurality of votes cast at the Annual Meeting is necessary to elect
a nominee as a director.
THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE “FOR” ALL OF THE NOMINEES NAMED
ABOVE AS DIRECTORS
OUR BOARD OF DIRECTORS
AND ITS COMMITTEES
How often did our Board of Directors meet during 2010?
Our Board held 14 meetings during 2010. All incumbent directors attended more than 75% of the total
number of meetings of the Board and its committees on which they served during the year.
What committees does our Board have?
During 2010, our Board had four standing committees, the Audit and Enterprise Risk Committee, the
Governance Committee, the Compensation Committee, and the Executive Committee. The voting members of these
Committees are appointed by the Board annually from among its members. Certain of our executive officers also
serve as non-voting, advisory members of these committees.
Executive Committee. The Executive Committee performs duties as assigned by the full Board of
Directors. Actions taken by the Executive Committee must be approved by the full Board. The Executive
Committee consists of Directors R. Abernethy, J. Abernethy, Lineberger, Matthews and Howard, as well as Mr.
Wolfe, the President and Chief Executive Officer of the Company. It meets on an “as needed” basis and did not
meet during 2010.
Governance Committee. The Governance Committee is comprised entirely of independent directors, as
defined in Rule 4200(a)(15) of the NASDAQ’s listing standards. During fiscal year 2010 the following persons
served on the Committee: Directors R. Abernethy, J. Abernethy, Lineberger, Robinson, Terry, and Timmerman. The
Governance Committee is responsible for developing and maintaining the corporate governance policy, as well as
acting as the nominating committee for the Board.
The Governance Committee, serving as the nominating committee of the Board of Directors, interviews
candidates for membership to the Board of Directors, recommends candidates to the full Board, slates candidates for
shareholder votes, and fills any vacancies on the Board of Directors which occur between shareholder meetings. The
Governance Committee’s identification of candidates for director typically results from the business interactions of
the members of the Governance Committee or from recommendations received by the committee from other
Directors or from the Company’s management.
If a shareholder recommends a director candidate to the Governance Committee in accordance with the
Company’s Bylaws, the Governance Committee will consider the candidate and apply the same considerations that it
would to its own candidates. The recommendation of a candidate by a shareholder should be made in writing,
addressed to the attention of the Governance Committee at the Company’s corporate headquarters. The
recommendation should include a description of the candidate’s background, his or her contact information, and any
other information the shareholder considers useful and appropriate for the Governance Committee’s consideration of
1010
the candidate. The criteria which have been established by the Governance Committee as bearing on the
consideration of a candidate’s qualification to serve as a director include the following: the candidate’s ethics,
integrity, involvement in the community, success in business, relationship with the Bank, investment in the Company,
place of residence (i.e., proximity to the Bank’s market area), and financial expertise.
The Governance Committee has no written diversity policy; however, the Governance Committee defines
diversity broadly to include, in addition to race, gender, ethnicity and age, differences in professional experience,
educational background, geographic mix within the Company’s market area, skills and other individual qualities and
attributes that foster board heterogeneity in order to encourage and maintain board effectiveness. While there are
currently no women or minorities serving on the Board, any qualified candidate receives consideration regardless of race,
gender or national origin.
The Governance Committee met nine times during fiscal year 2010.
A copy of the Company’s Governance Committee Charter, which contains the Company’s and the Bank’s
governance policies and nomination policies, is reviewed annually and amended as needed, by the Committee.
Shareholders may obtain a copy of the Governance Committee Charter from the Bank’s website
(www.peoplesbanknc.com) under Investor Relations.
Audit and Enterprise Risk Committee. The Company has a separately designated standing audit committee
which was established in accordance with Section 3(a)(58)(A) of the Exchange Act. In 2010, the Committee’s
responsibilities were formally expanded to include oversight of enterprise risk. The Committee has a written charter
which is reviewed annually, and amended as needed, by the Committee. A copy of the Audit and Enterprise Risk
Committee Charter is available on the Bank’s website (www.peoplesbanknc.com) under Investor Relations. The
Audit and Enterprise Risk Committee consists of Directors R. Abernethy, Howard, Matthews, Price, Timmerman
and Zachary. The Board of Directors has determined that these members are independent as that term is defined in
Rule 4200(a)(15) of the NASDAQ’s listing standards and the SEC’s regulations.
The Board of Directors has determined that each member of the Audit and Enterprise Risk Committee
named above qualifies as an “audit committee financial expert” based on each of the member’s educational
background and business experience.
The Audit and Enterprise Risk Committee meets at least quarterly and, among other responsibilities,
oversees (i) the independent auditing of the Company; (ii) the system of internal controls that management has
established; and (iii) the quarterly and annual financial information to be provided to shareholders and the SEC. The
Audit and Enterprise Risk Committee met ten times during the fiscal year ended December 31, 2010.
REPORT OF AUDIT AND ENTERPRISE RISK COMMITTEE
The Audit and Enterprise Risk Committee has reviewed and discussed the audited financial statements with
management of the Company and has discussed with the independent auditors the matters required to be discussed
by Auditing Standards No. 61 as amended (AICPA, Professional Standards, Vol. 1 AU section 380), as adopted by
the Public Company Accounting Oversight Board in Rule 3200T. In addition, the Committee has received the
written disclosures and the letter from the independent accountants required by the applicable requirements of the
Public Company Accounting Oversight Board regarding the independent accountant’s communications with the
audit committee concerning independence, and has discussed with the independent accountant the independent
accountant’s independence. Based upon these reviews and discussions, the Committee recommended to the Board of
Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2010.
Robert C. Abernethy
Benjamin I. Zachary
Douglas S. Howard
Douglas S. Howard
Dan R. Timmerman, Sr.
Billy L Price, Jr. MD
11
11
Compensation Committee. The Company’s Compensation Committee is responsible for developing,
reviewing, implementing and maintaining the Bank’s salary, bonus, and incentive award programs and for making
recommendations to the Company’s and the Bank’s board of directors regarding compensation of the executive
officers. Upon recommendation from the Compensation Committee, the Company’s Board of Directors ultimately
determines such compensation.
All of the members of the Compensation Committee are independent as defined in Section 4200(a)(15) of
the NASDAQ’s listing standards. The Board of Directors determines on an annual basis each director’s
independence. The members of the Compensation Committee in fiscal year 2010 were Directors R. Abernethy, J.
Abernethy, Lineberger, Robinson, Terry and Timmerman. The Compensation Committee met three times during the
fiscal year ended December 31, 2010.
A copy of the Company’s Compensation Committee Charter, which contains the Company’s and the Bank’s
compensation policies and nomination policies, is reviewed annually and amended as needed, by the Committee and
is available on the Bank’s website (www.peoplesbanknc.com) under Investor Relations.
What follows below is a discussion of the Company’s and the Bank’s compensation policies and practices
and the review process used by the Compensation Committee.
In 2010, the Committee engaged a compensation consultant, Matthews Young & Associates, Inc.
(“Matthews Young”), to help evaluate the Company’s compensation design, process and decisions. Fees paid to
Matthews Young did not exceed $120,000. Tony Wolfe, President and CEO of the Company and the Bank, makes
recommendations to the Committee regarding the compensation of the executive officers other than his own. Mr.
Wolfe participates in the deliberations, but not in the decisions, of the Committee regarding compensation of
executive officers. He does not participate in the Committee’s discussion or decisions regarding his own
compensation. The Compensation Committee also considers the results of the shareholders’ non-binding vote on
executive compensation. Last year the Company’s executive compensation as described in the 2010 Proxy Statement
received an 80% approval rating from the shareholders.
The overall objective of our compensation program is to align total compensation so that the individual
executive believes it is fair and equitable and provides the highest perceived value to our shareholders and to that
individual. In order to accomplish this overall objective, our compensation program is designed to: (i) attract the
qualified executives necessary to meet our needs as defined by the Company’s strategic plans, and (ii) retain and
motivate executives whose performance supports the achievement of our long-term plans and short-term goals.
The Committee considers a number of factors specific to each executive’s role when determining the
amount and mix of compensation to be paid. These factors are:
•
•
•
•
•
•
•
Compensation of the comparable executives at comparable financial institutions;
Financial performance of the Company (especially on a “net operating” basis, which
excludes the effect of one-time gains and expenses) over the most recent fiscal year and
the prior three years;
Composition of earnings;
Asset quality relative to the banking industry;
Responsiveness to the economic environment;
The Company’s achievement compared to its corporate, financial, strategic and
operational objectives and business plans; and
Cumulative shareholder return.
The Company’s and the Bank’s compensation program consists of the following elements:
(i)
Base Salary. The salaries of our NEOs are designed to provide a reasonable
level of compensation that is affordable to the Company and fair to the
executive. Salaries are reviewed annually, and adjustments, if any, are made
based on the review of competitive salaries in our peer group, as well as an
12
12
evaluation of the individual officer’s responsibilities, job scope, and individual
performance. For example, we assess each officer’s success in achieving
budgeted earnings and return ratios, business conduct and integrity, and
leadership and team building skills.
(ii)
Annual Cash Incentive Awards. We believe that annual cash incentive awards
encourage our NEOs to achieve short–term targets that are critical to
achievement of our long-term strategic plan. The following officers are eligible
to receive annual cash incentive awards under our Management Incentive Plan,
which provides for cash awards to the following NEOs upon achievement of
certain financial objectives:
•
•
•
•
•
Tony W. Wolfe, President and Chief Executive Officer
A. Joseph Lampron, Jr., Executive Vice President and Chief Financial
Officer
Lance A. Sellers, Executive Vice President and Chief Credit Officer
William D. Cable, Sr., Executive Vice President and Chief Operating
Officer
Joseph F. Beaman, Jr., Executive Vice President, Chief Administrative
Officer and Corporate Secretary
We seek to ensure that a significant portion of each executive officer’s
total annual cash compensation is linked to the attainment of the annual
performance objectives determined by the executive officer and the
Compensation Committee under the Management Incentive Plan.
Discretionary Bonus and Service Awards. From time to time the Compensation
Committee may recommend to the Board that additional bonuses be paid based
on accomplishments that significantly exceed expectations during the fiscal year.
These bonuses are totally discretionary as to who will receive a bonus and the
amount of any such bonus. No discretionary bonuses were awarded to NEOs in
2010. Under the Service Recognition Program, the Bank gives service awards to
each employee and director for every five years of service with the Bank to
promote longevity of service for both directors and employees. Service awards
are made in the form of shares of the Company’s common stock plus cash in the
amount necessary to pay taxes on the award. The number of shares awarded
increases with the number of years of service to the Bank.
Long-Term Equity Incentive Awards. The Company maintains the 2009
Omnibus Stock Ownership and Long Term Incentive Plan (“Omnibus Plan”),
under which it is permitted to grant incentive stock options, restricted stock,
restricted stock units, stock appreciation rights, book value shares, and
performance units. The purpose of the Omnibus Plan is to promote the interests
of the Company by attracting and retaining directors and employees of
outstanding ability and to provide executives of the Company greater incentive
to make material contributions to the success of the Company by providing them
with stock-based compensation which will increase in value based upon the
market performance of the common stock and/or the corporate achievement of
financial and other performance objectives. The Compensation Committee is
reviewing the use of long-term equity incentives, with the intent to associate the
vesting of awards to the achievement of selected financial performance goals. No
rights under the Omnibus Plan were granted to any NEO in 2010.
(iii)
(iv)
13
13
Under the terms of the Omnibus Plan, option exercise prices are always based
upon the closing trading price of the Company’s common stock on the date of grant by
the Board of Directors.
(v)
(vi)
Retirement Benefits. The Company maintains supplemental executive retirement
agreements (SERPs) for the benefit of Messrs. Wolfe, Lampron, Sellers, Cable
and Beaman. The Committee’s goal is to provide competitive retirement
benefits given the restrictions on executives within tax-qualified plans. The
Committee worked with Matthews Young in analyzing the possible benefits of
using SERPs to address the issues of internal and external equity in terms of
retirement benefits offered to all employees at the Company as a percentage of
final average pay and executives in our peer group. The Committee approved
supplemental retirement benefits targeting 40% of the final average pay for all
NEOs. The Committee selected a target of 40% to match such benefits offered
to other employees fully participating in qualified retirement plans offered by the
Company. For more information on the SERPs, see page 28 of this Proxy
Statement.
Employment Agreements. The Company has employment agreements with our
NEOs which we believe serve a number of functions, including (i) retention of
our executive team; (ii) mitigation of any uncertainty about future employment
and continuity of management in the event of a change in control; and (iii)
protection of the Company and customers through non-compete and non-
solicitation covenants. Additional information regarding the employment
agreements, including a description of key terms may be found on page 21 of
this Proxy Statement.
Under the provisions of the Emergency Economic Stabilization Act (“EESA”) enacted in 2008 to stabilize
the US financial system, the United States Treasury (the “US Treasury”) developed the Troubled Asset Relief
Program (“TARP”) which includes the Capital Purchase Program (“CPP”). On December 23, 2008, the US
Treasury under the CPP invested $25,054,000 in the Company’s preferred stock and common stock warrants. As a
participant in the CPP, we have adopted certain requirements for executive compensation and corporate governance
in accordance with the US Treasury’s interim final rule implementing the compensation and corporate governance
requirements under EESA, as amended by the American Recovery and Reinvestment Act of 2010, as well as
additional guidance issued by the US Treasury from time to time following the issuance of the interim final rule.
These rules were subject to a public comment period which has expired, but no final rule has been adopted. The
Board directed management to take all steps necessary to ensure that the Company complies with ESSA, and the
rules and regulations of the US Treasury and the SEC, including by complying with the following limitations:
•
•
No unnecessary and excessive risk or plans that encourage earnings manipulation. The
Compensation Committee is required to review no less than every six months the
Company’s senior executive officers compensation programs with the Company’s senior
risk officers and certify that the Company has made reasonable efforts to ensure that its
compensation arrangements do not encourage unnecessary risks that threaten the
Company’s value. Further, the Compensation Committee must examine the Company’s
compensation programs to ensure that the Company’s plans do not encourage
manipulation of the Company’s reported earnings in or to enhance the compensation of
any of its employees.
Prohibition on bonuses, retention awards and other incentive compensation. The
Company is prohibited from paying or accruing any bonus retention award or incentive
compensation to any senior executive officer or any of the five next most highly
compensated employees subject to certain exceptions. The Company is permitted to
award restricted stock that has a value not exceeding one-third of the employee’s total
1414
annual compensation, so long as the stock is not paid out during the period the Company
is participating in the CPP.
Clawback. The Company must recover bonuses, retention awards and incentive
compensation paid to senior executive officers and the next 20 most highly compensated
employees if they were based on materially inaccurate financial statements or any other
materially inaccurate performance metric criteria whether or not the employee was at
fault, any misconduct occurred or the financial statements were restated.
Prohibition on Severance. The Company is prohibited from making severance payments
to the senior executive officers and the next five most highly compensated employees
other than payments for services performed or benefits accrued.
Luxury policy. The Company has adopted a companywide policy regarding excessive or
luxury expenditures.
•
•
•
Under the CPP rules, the term “senior executive officer” is defined as the Chief Executive Officer, Chief
Financial Officer and the next three most highly compensated employees. In 2008 at the time of entering into the
CPP, each of the Company’s named executive officers signed an agreement with the Company agreeing to modify
their compensation arrangements to the extent applicable to comply with these requirements. The CPP requirements
remain in effect during the period that the US Treasury holds equity or debt securities of the Company.
The current compensation program has been and will continue to be limited as necessary to comply with the
CPP restrictions including the elimination of cash bonuses and accruals, limiting the value of equity compensation
awards, and the elimination of parachute payments as well as the other restrictions described above.
As noted above, participation in the CPP also requires that the Compensation Committee, in conjunction
with the Company’s senior risk officer, at least every six months discuss, evaluate, and review (1) the Company’s
senior executive officer (“SEO”) compensation plans to ensure that those plans do not encourage the SEOs to take
unnecessary and excessive risks that threaten the value of the Company, (2) the Company’s employee compensation
plans in light of the risks posed to the Company by such plans and how to limit such risks, and (3) the Company’s
employee compensation plans to ensure that those plans do not encourage the manipulation of the Company’s
reported earnings to enhance the compensation of any employee. Further, the Compensation Committee must
annually provide a narrative description of how the SEO compensation plans do not encourage the SEOs to take
unnecessary and excessive risks that threaten the value of the Company (including how the SEO plans do not
encourage behavior focused on short-term results rather than long-term value creation), the risks posed by the
employee compensation plans and how these risks were limited (including how the employee compensation plans do
not encourage behavior focused on short-term results rather that long-term value creation), and how the Company
has ensured that the employee compensation plans do not encourage the manipulation of the Company’s reported
earnings to enhance the compensation of any employee. Within this framework, the Committee discussed a variety of
topics including:
•
•
•
The parameters of acceptable and excessive risk taking in light of a number of
considerations, including the understanding that some risk taking is an inherent part of the
operations of a financial institution;
The other controls that the Company and the Bank have established (other than reviews of
the Company’s compensation practices) that limit undesirable risk taking; and
The general business goals and concerns of the Company, ranging from growth and
profitability to the need to attract, retain and incentivize top tier talent.
As a result of this review and discussion, it was determined by the committee that the design and goals of
the existing SEO and employee incentive compensation arrangements do not create an incentive for the SEOs or
employees to engage in unnecessary and excessive risk taking; encourage behavior that is focused on short-term
results rather than long-term value creation; or encourage the manipulation of the Company’s reported earnings to
enhance the compensation of any employee. The Committee believes that the discretionary nature of its decision-
1515
making process in determining the amount of any incentive compensation awards based upon its after-the-fact
assessment of a variety of financial and other performance factors serves to mitigate the potential for excessive risk
taking.
Compensation Committee Interlocks and Insider Participation
No member of the Compensation Committee is now, or formerly was, an officer or employee of the
Company or the Bank. None of the NEOs serves as a member of the board of directors of another entity whose
executive officers or directors serve on the Company’s Board of Directors.
Board Leadership Structure and Risk Oversight
Our Company and the Bank have traditionally operated with separate Chief Executive Officer and
Chairman of the Board positions. We believe it is our chief executive officer’s responsibility to manage the
Company and the chairman’s responsibility to lead the Board. Robert Abernethy is currently serving as Chairman of
the Board. All of the members of the Board of Directors are independent under NASDAQ listing requirements. The
Company has four standing committees: Executive, Governance, Audit and Enterprise Risk and Compensation. All
but the Executive Committee is made up entirely of independent directors. Mr. Wolfe, the Chief Executive Officer,
serves on the Executive Committee. The Bank in addition to the above-named committees has a Loan Committee
and a Loan Sub-Committee. The duties of the Company’s committees and the qualifications of the independent
directors have been described above. Each of the Company’s and the Bank’s committees considers risk within its
area of responsibility. The Audit and Enterprise Risk Committee and the full Board focus on the Company’s most
significant risks in the areas of liquidity, credit, interest rate and general risk management strategy. The Board sets
policy guidelines in the areas of loans and asset/liability management which are reviewed on an on-going basis.
While the Board oversees the Company’s risk management, the Company’s and the Bank’s management are
responsible for day-to-day risk management following the dictates of the Board’s policy decisions.
The Governance Committee, as part of its annual review, evaluates the Board leadership structure and
Board performance and reports its findings to the whole Board. The Board believes that having separate persons
serving as chief executive officer and chairman and all independent directors provides the optimal board leadership
structure for the Company and its shareholders.
Does the Company have a Code of Ethics?
The Company and the Bank have a Code of Business Conduct and Ethics for its directors, officers and
employees. The Code of Business Conduct and Ethics requires that individuals avoid conflicts of interest, comply
with all laws and other legal requirements, conduct business in an honest and ethical manner and otherwise act with
integrity and in the best interests of the Company and the Bank. The Code of Business Conduct and Ethics is a guide
to help ensure that all employees live up to the highest ethical standards of behavior.
A copy of the Code of Business Conduct and Ethics is available on the Company’s website at
www.peoplesbanknc.com.
As is permitted by SEC rules, the Company intends to post on its website any amendment to or waiver from
any provision in the Code of Business Conduct and Ethics that applies to the chief executive officer, the chief
financial officer, the controller, or persons performing similar functions, and that relates to any element of the
standards enumerated in the rules of the SEC.
How can you communicate with the Board or its members?
We do not have formal procedures for shareholder communication with our Board. In general, our
directors and officers are easily accessible by telephone, postal mail or e-mail. Any matter intended for your Board,
or any individual director, can be directed to Tony Wolfe, our President and Chief Executive Officer or Joe
Lampron, Jr., our Chief Financial Officer, at our principal executive offices at 518 West C Street, Newton, North
Carolina 28658. You also may direct correspondence to our Board, or any of its members, in care of the Company
at the foregoing address. Your communication will be forwarded to the intended recipient unopened.
16
16
What is our policy for director attendance at Annual Meetings?
Although it is customary for all of our directors to attend Annual Meetings of Shareholders, we have no
formal policy in place requiring attendance. All Board members attended our 2010 Annual Meeting of Shareholders
held on May 7, 2010.
How can a shareholder nominate someone for election to the Board?
Our Bylaws provide that in order to be eligible for consideration at the Annual Meeting of Shareholders, all
nominations of directors, other than those made by the Governance Committee or the Board of Directors, must be in
writing and must be delivered to the Secretary of the Company not less than 50 days nor more than 90 days prior to
the meeting at which such nominations will be made. However, if less than 60 days' notice of the meeting is given to
the shareholders, such nominations must be delivered to the Secretary of the Company not later than the close of
business on the tenth day following the day on which the notice of meeting was mailed.
The Board may disregard any nominations that do not comply with these requirements. Upon the
instruction of the Board, the inspector of voting for the Annual Meeting may disregard all votes cast for a nominee if
the nomination does not comply with these requirements. Written notice of nominations should be directed to the
Secretary of the Company.
Who serves on the Board of Directors of the Bank?
The Bank has ten directors currently serving on its board of directors, who are the same people who are
currently Directors of the Company.
DIRECTOR AND EXECUTIVE COMPENSATION AND BENEFITS
Director Compensation
Directors’ Fees. Members of the Company’s Board of Directors receive no fees or compensation for their
service. However, all members of the Board of Directors are also directors of the Bank and are compensated for that
service. Directors reduced their fees in 2009 and now receive a fee of $600 for each Bank board of directors meeting
attended. An additional fee of $300 is paid to committee members for each committee meeting attended. In addition
to these meeting fees, each director also received an annual retainer of $9,000. The Chairman of the Bank’s board of
directors receives as additional $250 per meeting attended and the chairpersons of each committee receive an
additional $150 per meeting attended. Directors who are members of the board of directors of Real Estate Advisory
Services, Inc., and Peoples Investment Services, Inc., subsidiaries of the Bank, and Community Bank Real Estate
Solutions, LLC, a subsidiary of the Holding Company, received $500 per board meeting. Directors received $375
for special meetings via conference call rather than the normal committee or Board meeting fees.
The Bank maintains a Service Recognition Program, under which directors, officers and employees are
eligible for awards. Under this Program, directors, officers and employees are awarded a combination of common
stock of the Company and cash in the amount necessary to pay taxes on the award, with the amount of the award
based upon the length of service to the Bank. Any common stock awarded under the Program is purchased by the
Bank on the open market, and no new shares are issued by the Company under the Service Recognition Program.
Directors’ Stock Benefits Plan. Members of the Board of Directors are eligible to participate in the
Company’s Omnibus Plan. All grants to directors awarded previously have been paid out and no awards were made
to any directors under the Omnibus Plan in 2010.
Directors’ Deferred Compensation Plan. The Bank maintains a non-qualified deferred compensation plan
for all of its directors. The Bank’s directors are also directors of the Company. Under this plan, each director may
defer all or a portion of his fees to the plan each year. The director may elect to invest the deferred compensation in
a restricted list of 11 investment funds. The Bank may make matching contributions to the plan for the benefit of the
director from time to time at the discretion of the Bank. Directors are fully vested in all amounts they contribute to
1717
the plan and in any amounts contributed by the Bank. The Bank has established a Rabbi Trust to hold the directors’
accrued benefits under the plan. There are no “above-market” returns provided for in this Plan. The Bank made no
contributions to this plan in 2010.
Benefits under the plan are payable in the event of the director’s death, resignation, removal, failure to be
re-elected, retirement or in cases of hardship. Directors may elect to receive deferred compensation payments in one
lump sum or in installments.
Directors’ Supplemental Retirement Plan. The Bank maintains a non-qualified supplemental retirement
benefits plan for all its directors. The plan is designed to provide a retirement benefit to the directors while at the
same time minimizing the financial impact on the Bank’s earnings. Under the Plan, the Company purchased life
insurance contracts on the lives of each director. The increase in cash surrender value of the contracts constitutes the
Company’s contribution to the plan each year. The Bank will pay annual benefits to each director for 15 years
beginning upon retirement from the Board of Directors. The Bank is the sole owner of all of the insurance contracts.
The following table reports all forms of compensation paid to or accrued for the benefit of each director
during the 2010 fiscal year.
DIRECTOR COMPENSATION
Name
Fees
Earned
or Paid
in Cash
($)
Stock
Awards
($)
Option
Awards
($)
Non-Equity
Incentive Plan
Compensation
($)
(a)
(b)
(c)
(d)
(e)
James S. Abernethy
Robert C. Abernethy
Douglas S. Howard
John W. Lineberger, Jr.
Gary E. Matthews
Billy L. Price, Jr., M.D.
Larry E. Robinson
William Gregory Terry
21,300
30,100
21,500
21,300
20,400
22,700
21,800
20,700
Dan Ray Timmerman, Sr.
24,150
Benjamin I. Zachary
20,400
0
0
0
0
0
0
0
0
1,0002
1,0002
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings1
($)
(f)
3,471
5,509
2,029
5,335
3,110
2,777
10,574
899
8,042
2,792
All Other
Compensation
($)
Total
($)
(g)
0
0
0
0
0
0
0
0
2752
2752
(h)
24,771
35,609
23,529
26,635
23,510
25,477
32,374
21,599
33,467
24,467
_________________________
1 Change in Pension Value and Nonqualified Deferred Compensation Earnings represents the expense accrued by
the Bank for each director under the Directors’ Supplemental Retirement Plan as described above on page 18
“Directors’ Supplemental Retirement Plan.”
2 In 2010, Directors Timmerman and Zachary received awards of 192 shares of common stock under the Bank’s
Service Recognition Program for 15 years of service on the Board of Directors of the Bank, plus $275 required to
pay the taxes on the awards.
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Executive Officers
Tony W. Wolfe, age 64, serves as President and Chief Executive Officer of the Company and the Bank.
He has been employed by the Company and the Bank since 1990, where he served as Vice President-Commercial
Loans and Senior Vice President-Lending. Mr. Wolfe served in the past on the boards of directors of the
Community Trust of the Southeast and Community Financial Services, Inc., the holding company for The Bankers
Bank. Mr. Wolfe has a total of 41 years of banking experience. Mr. Wolfe is a graduate of Lenoir Rhyne
University, the North Carolina School of Banking and the School of Banking of the South at Louisiana State
University.
Joseph F. Beaman, Jr., age 61, serves as Executive Vice President and Corporate Secretary of the
Company and Executive Vice President, Chief Administrative Officer and Secretary of the Bank. He has been
employed by the Company and the Bank since 1977, where he has served as Vice President-Operations and Senior
Vice President. Mr. Beaman has a total of 38 years of banking experience. He is a graduate of Pfeiffer University,
the North Carolina School of Banking, and the Graduate School of Financial Management at the University of Texas
in Austin.
William D. Cable, Sr., age 42, serves as Executive Vice President and Assistant Corporate Treasurer of the
Company and Executive Vice President and Chief Operating Officer of the Bank. He has been employed by the
Company and the Bank since 1995, where he has served as Senior Vice President-Information Services. Mr. Cable
has a total of 19 years of banking experience. Prior to joining the Company, Mr. Cable was a regulatory examiner
with the Federal Deposit Insurance Corporation. He is a graduate of Western Carolina University and the School of
Banking of the South at Louisiana State University.
Lance A. Sellers, age 48, serves as Executive Vice President and Assistant Corporate Secretary of the
Company and Executive Vice President and Chief Credit Officer of the Bank. He has been employed by the
Company and the Bank since 1998. Mr. Sellers has a total of 26 years of banking experience. He is a graduate of the
University of North Carolina at Chapel Hill and upon graduation served as a senior credit officer at a regional bank
headquartered in North Carolina.
A. Joseph Lampron, Jr., age 56, serves as Executive Vice President, Chief Financial Officer and
Corporate Treasurer of the Company and Executive Vice President and Chief Financial Officer of the Bank. He has
been employed by the Company and the Bank since 2001. Mr. Lampron is a graduate of the University of North
Carolina at Chapel Hill and upon graduation worked as a CPA with a national accounting firm. His work with the
firm included audits of banks and thrift institutions. Mr. Lampron has also served as CFO of a thrift institution and
as a senior change manager in the finance group of a large North Carolina bank. Mr. Lampron has a total of 31 years
of banking experience.
Management Compensation
The executive officers of the Company are not paid any cash compensation by the Company. However, the
executive officers of the Company also are executive officers of the Bank and receive compensation from the Bank.
The table on the following page shows, for the fiscal years ended December 31, 2010 and 2009, the cash
compensation received by, as well as certain other compensation paid or accrued for those years, the Bank’s Chief
Executive Officer and the Bank’s executive officers whose total annual salary and bonus exceeded $100,000.
1919
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1 Perquisites for the fiscal year did not exceed $10,000 for any NEO other than Mr. Wolfe.
2 For Mr. Wolfe, includes for 2010: $6,683 under the 401(k) plan, $2,772 premium paid for group term life
insurance in excess of $50,000 and $2,271 paid for the Split Dollar Death Benefit, and perquisites consisting of
country club dues of $3,618, car allowance of $2,193 disability insurance premium of $15,662, cell phone
allowance of $480, and $500 to pay taxes associated with the award of 384 shares of restricted stock under the
Bank’s Service Recognition Program; and for 2009: $12,250 under the 401(k) plan, $2,772 premium paid for
group term life insurance in excess of $50,000 and $2,115 paid for the Split Dollar Death Benefit, and perquisites
consisting of country club dues of $3,768, car allowance of $690, disability insurance premium of $15,662 and
cell phone allowance of $480.
3 For Mr. Lampron, includes for 2010: $4,117 under the 401(k) plan, $1,321 premium paid for group term life
insurance in excess of $50,000 and $374 paid for the Split Dollar Death Benefit; and for 2009: $7,647 under the
401(k) plan, $1,321 premium paid for group term life insurance in excess of $50,000 and $352 paid for the Split
Dollar Death Benefit.
4 For Mr. Beaman, includes for 2010: $3,375 under the 401(k) plan, $1,600 premium paid for group term life
insurance in excess of $50,000 and $398 paid for the Split Dollar Death Benefit; and for 2009: $6,269 under the
401(k) plan, $1,600 premium paid for group term life insurance in excess of $50,000 and $377 paid for the Split
Dollar Death Benefit.
5 For Mr. Sellers, includes for 2010: $5,233 under the 401(k) plan, $612 premium paid for group term life insurance
in excess of $50,000 and $328 paid for the Split Dollar Death Benefit and for 2009: $9,719 under the 401(k) plan,
$612 premium paid for group term life insurance in excess of $50,000 and $308 paid for the Split Dollar Death
Benefit.
6 For Mr. Cable, includes for 2010: $4,222 under the 401(k) plan, $317 premium paid for group term life insurance
in excess of $50,000, $115 paid for the Split Dollar Death Benefit and $275 to pay taxes associated with the award
of 192 shares of restricted stock under the Bank’s Service Recognition Program; and for 2009: $7,842 under the
401(k) plan, $317 premium paid for group term life insurance in excess of $50,000 and $108 paid for the Split
Dollar Death Benefit.
7 Mr. Wolfe received 384 shares for 20 years of service and $500 in cash to pay the taxes associated with the award
under the Bank’s Service Recognition Program; Mr. Cable received 192 shares for 15 years of service and $275 in
cash to pay the taxes associated with the award under the Bank’s Service Recognition Plan.
Employment Agreements
The Bank has entered into employment agreements with Tony W. Wolfe, President and Chief Executive
Officer; Joseph F. Beaman, Jr., Executive Vice President, Chief Administrative Officer and Corporate Secretary;
Lance A. Sellers, Executive Vice President, Chief Credit Officer and Assistant Corporate Secretary; A. Joseph
Lampron, Jr., Executive Vice President, Chief Financial Officer and Corporate Treasurer; and William D. Cable, Sr.,
Executive Vice President, Chief Operating Officer and Assistant Corporate Treasurer, in order to establish their duties
and compensation and to provide for their continued employment with the Bank. The agreements provide for an
initial term of employment of three years. Commencing on the first anniversary date and continuing on each
anniversary date thereafter, unless notice of a non-extension is given by either party, each agreement is automatically
extended for an additional year so that the remaining term is always no less than two and no more than three years.
The agreements also provide that the base salary will be reviewed by the Board of Directors not less often than
annually. In addition, the employment agreements provide for discretionary bonuses and participation in other
management incentive, pension, profit-sharing, medical or retirement plans maintained by the Bank, as well as fringe
benefits normally associated with such employee’s office. Mr. Wolfe’s agreement provides for a company
automobile. The employment agreements provide that they may be terminated by the Bank for cause, as defined in
the agreements, and that they may otherwise be terminated by the Bank (subject to vested rights) or by the employee.
In the event of a change in control, the term of the employment agreements will be automatically extended for
three years from the date of the change of control. For purposes of the employment agreement, a change in control
generally will occur if (i) any “person” (as such term is used in Section 13(d) and 14(d) of the Exchange Act), other
than a person who beneficially owned as of January 1, 1998, more than 5% of the Bank’s securities, acquires
21
21
beneficial ownership of voting stock and irrevocable proxies representing 20% or more of any class of voting
securities of either the Company or the Bank, (ii) the election of directors constituting more than one-half of the Board
of Directors of the Company or the Bank who, prior to their election, were not nominated for election or approved by
at least three-fourths of the Board of Directors of the Company as then constituted; (iii) either the Company or the
Bank consolidates or merges with or into another corporation, association or entity or is otherwise reorganized, where
neither the Company nor the Bank, respectively, is the surviving corporation in the transaction; or (iv) all or
substantially all of the assets of either the Company or the Bank are sold or otherwise transferred to or acquired by
any other entity or group.
In addition, the employee may voluntarily terminate his employment at any time following a change in control
and continue to receive his base salary for the remainder of the term of the employment agreement, if, after the
change in control, (i) the employee is assigned duties and/or responsibilities that are inconsistent with his position
prior to the change in control or that are inconsistent with his reporting responsibilities at that time, (ii) the
employee’s compensation or benefits are reduced, or (iii) the employee is transferred, without his consent, to a
location which is an unreasonable distance from his current principal work location.
An additional thirteen (13) middle management officers had employment agreements during 2010. The term
of these agreements is until December 1, 2011, renewed annually and the agreements contain provisions similar to
those discussed above.
Under the terms of the CPP, none of the named executive officers would have been entitled to payments had a
termination of employment occurred during 2010.
Omnibus Stock Option and Long Term Incentive Plan
The purpose of the Omnibus Plan is to promote the interests of the Company by attracting and retaining
directors and employees of outstanding ability and to provide executive and other key employees of the Company
and its subsidiaries greater incentive to make material contributions to the success of the Company by providing
them with stock-based compensation which will increase in value based upon the market performance of the
common stock and/or the corporate achievement of financial and other performance objectives.
Rights Which May Be Granted. Under the Omnibus Plan, the Committee may grant or award eligible
participants stock options, rights to receive restricted shares of common stock, restricted stock units, performance
units (each equivalent to one share of common stock), SARs, and/or book value shares. These grants and awards are
referred to herein as “Rights.” All Rights must be granted or awarded by February 19, 2019, the tenth anniversary of
the date the Board of Directors adopted the Omnibus Plan. The Board of Directors has provided for 360,000 shares
of the Company’s common stock be included in the Omnibus Plan to underlie Rights which may be granted
thereunder.
Options. Options granted under the Omnibus Plan to eligible directors and employees may be either incentive
stock options (“ISOs”) or non-qualified stock options (“NSOs”). The exercise price of an Option may not be less
than 100% of the last-transaction price for the common stock quoted by the NASDAQ Market on the date of grant.
Restricted Stock and Restricted Stock Units. The Committee may award Rights to acquire shares of common
stock or restricted stock units, subject to certain transfer restrictions (“Restricted Stock” or “Restricted Stock Unit”)
to eligible participants under the Omnibus Plan for such purchase price per share, if any, as the Committee, in its
discretion, may determine appropriate. The Committee will determine the expiration date for each Restricted Stock
or Restricted Stock Unit award, up to a maximum of ten years from the date of grant. In the Committee’s discretion,
it may specify the period or periods of time within which each Restricted Stock or Restricted Stock Unit award will
first become exercisable, which period or periods may be accelerated or shortened by the Committee. Under the
terms of the Omnibus Plan, the Committee also has the discretion to pay out awards of Restricted Stock or Restricted
Stock Units in the Company’s common stock, cash or a combination of stock and cash.
Performance Units. Under the Omnibus Plan, the Committee may grant to eligible directors and employees
awards of long term incentive performance units, each equivalent in value to one share of common stock (“Units”).
22
22
Except as otherwise provided, Units awarded may be distributed only after the end of a performance period of two or
more years, as determined by the Committee, beginning with the year in which the awards are granted.
The percentage of the Units awarded that are to be distributed will depend on the level of financial and other
performance goals achieved by the Company during the performance period. The Committee may adopt one or
more performance categories in addition to, or in substitution for, a performance category or may eliminate all
performance categories other than financial performance.
As soon as practicable after each performance period, the percentage of Units awarded that are to be
distributed, based on the levels of performance achieved, will be determined and distributed to the recipients of such
awards in the form of a combination of shares of common stock and cash or cash only. Units awarded, but which the
recipients are not entitled to receive, will be cancelled.
In the event of the death or disability of a Unit recipient prior to the end of any performance period, the
number of Units awarded for such performance period will be reduced in proportion to the number of months
remaining in the performance period after the date of death or disability. The remaining portion of the award, if any,
may, in the discretion of the Committee, be adjusted based upon the levels of performance achieved prior to the date
of death or disability, and distributed within a reasonable time after death or disability. In the event a recipient of
Units ceases to be an eligible director or employee for any reason other than death or disability, all Units awarded,
but not yet distributed, will be cancelled.
In the event of a change in control (as that term is defined in the Omnibus Plan), any outstanding Units will
immediately and automatically be reduced as appropriate to reflect a shorter performance period.
An amount equal to the dividend payable on one share of common stock (a “dividend equivalent credit”) will
be determined and credited on the payment date to each Unit recipient’s account for each Unit awarded and not yet
distributed or cancelled. Such amount will be converted within the account to an additional number of Units equal to
the number of shares of common stock which could be purchased at the last-transaction price of the common stock
on the NASDAQ Market on the dividend payment date.
No dividend equivalent credits or distribution of Units may be credited or made if, at the time of crediting or
distribution, (i) the regular quarterly dividend on the common stock has been omitted and not subsequently paid or
there exists any default in payment of dividends on any such outstanding shares of common stock; (ii) the rate of
dividends on the common stock is lower than at the time the Units to which the dividend equivalent credit relates
were awarded, adjusted for certain changes; (iii) estimated consolidated net income of the Company for the twelve-
month period preceding the month the dividend equivalent credit or distribution would otherwise have been made is
less than the sum of the amount of the dividend equivalent credits and Units eligible for distribution under the
Omnibus Plan in that month plus all dividends applicable to such period on an accrual basis, either paid, declared or
accrued at the most recently paid rate, on all outstanding shares of common stock; or (iv) the dividend equivalent
credit or distribution would result in a default in any agreement by which the Company is bound.
If an extraordinary event occurs during a performance period which significantly alters the basis upon which
the performance levels were established, the Committee may make adjustments which it deems appropriate in the
performance levels. Such events may include changes in accounting practices, tax, financial institution laws or
regulations or other laws or regulations, economic changes not in the ordinary course of business cycles, or
compliance with judicial decrees or other legal requirements.
Stock Appreciation Rights. The Omnibus Plan provides that the Committee may award to eligible directors
and employees Rights to receive cash based upon increases in the market price of common stock over the last
transaction price of the common stock on the NASDAQ Market (the “Base Price”) on the date of the award. The
Committee may adjust the Base Price of a SAR based upon the market value performance of the common stock in
comparison with the aggregate market value performance of a selected index or at a stated annual percentage rate.
The expiration date of a SAR may be no more than ten years from the date of award.
23
23
Each SAR awarded by the Committee may be exercisable immediately or may become vested over such
period or periods as the Committee may establish, which periods may be accelerated or shortened in the Committee's
discretion. Each SAR awarded will terminate upon the expiration date established by the Committee, termination of
the employment or directorship of the SAR recipient, or in the event of a change in control, as described above in
connection with the termination of Options.
Book Value Shares. The Omnibus Plan provides that the Committee may award to eligible directors and
eligible employees long term incentive units, each equivalent in value to the book value of one share of common
stock on the date of award (“Book Value Shares”). The Committee will specify the period or periods of time within
which each Book Value Share will vest, which period or periods may be accelerated or shortened by the Committee.
Upon redemption, the holder of a Book Value Share will receive an amount equal to the difference between the
book value of the common stock at the time the Book Value Share is awarded and the book value of the common
stock at the time the Book Value Share is redeemed, adjusted for the effects of dividends, new share issuances, and
mark-to-market valuations of the Company’s investment securities portfolio in accordance with FASB 115.
The expiration date of each Book Value Share awarded will be established by the Committee, up to a
maximum of ten years from the date of award. However, awards of Book Value Shares will earlier terminate in the
same manner as described above in connection with the termination of Options.
Adjustments. In the event the outstanding shares of the common stock are increased, decreased, changed into
or exchanged for a different number or kind of securities as a result of a stock split, reverse stock split, stock
dividend, recapitalization, merger, share exchange acquisition, or reclassification, appropriate proportionate
adjustments will be made in (i) the aggregate number or kind of shares which may be issued pursuant to exercise of,
or which underlie, Rights; (ii) the exercise or other purchase price, or Base Price, and the number and/or kind of
shares acquirable under, or underlying, Rights; and (iii) rights and matters determined on a per share basis under the
Omnibus Plan. Any such adjustment will be made by the Committee, subject to ratification by the Board of
Directors. As described above, the Base Price of a SAR may also be adjusted by the Committee to reflect changes in
a selected index. Except with regard to Units and Book Value Shares awarded under the Omnibus Plan, no
adjustment in the Rights will be required by reason of the issuance of common stock, or securities convertible into
common stock, by the Company for cash or the issuance of shares of common stock by the Company in exchange for
shares of the capital stock of any corporation, financial institution or other organization acquired by the Company or
a subsidiary thereof in connection therewith.
Any shares of common stock allocated to Rights granted under the Omnibus Plan which are subsequently
cancelled or forfeited will be available for further allocation upon such cancellation or forfeiture.
Federal Income Tax Consequences
Options. Under current provisions of the Code, the federal income tax treatment of ISOs and NSOs is
different. Options granted to employees under the Omnibus Plan may be ISOs which are designed to result in
beneficial tax treatment to the employee but not a tax deduction to the Company.
The holder of an ISO generally is not taxed for federal income tax purposes on either the grant or the exercise
of the option. However, the optionee must include in his or her federal alternative minimum tax income any excess
(the “Bargain Element”) of the acquired common stock’s fair market value at the time of exercise over the exercise
price paid by the optionee. Furthermore, if the optionee sells, exchanges, gives or otherwise disposes of such
common stock (other than in certain types of transactions) either within two years after the option was granted or
within one year after the option was exercised (an “Early Disposition”), the optionee generally must recognize the
Bargain Element as compensation income for regular federal income tax purposes. Any gain realized on the
disposition in excess of the Bargain Element is subject to recognition under the usual rules applying to dispositions
of property. If a taxable sale or exchange is made after such holding periods are satisfied, the difference between the
exercise price and the amount realized upon the disposition of the common stock generally will constitute a capital
gain or loss for tax purposes.
24
24
Options granted to directors under the Omnibus Plan would be “NSOs.” In general, the holder of an NSO will
recognize at the time of exercise of the NSO, compensation income equal to the amount by which the fair market
value of the common stock received on the date of exercise exceeds the sum of the exercise price and any amount
paid for the NSO.
If an optionee exercises an ISO or NSO and delivers shares of common stock as payment for part or all of the
exercise price of the stock purchased (the “Payment Stock”), no gain or loss generally will be recognized with
respect to the Payment Stock; provided, however, if the Payment Stock was acquired pursuant to the exercise of an
ISO, the optionee will be subject to recognizing as compensation income the Bargain Element on the Payment Stock
as an Early Disposition if the exchange for the new shares occurs prior to the expiration of the holding periods for
the Payment Stock.
The Company generally would not recognize gain or loss or be entitled to a deduction upon either the grant of
an ISO or NSO or the optionee’s exercise of an ISO. The Company generally will recognize gain or loss or be
entitled to a deduction upon the exercise of an NSO. If there is an Early Disposition, the Company generally would
be entitled to deduct the Bargain Element as compensation paid to the optionee.
The above and other descriptions of federal income tax consequences are necessarily general in nature and do
not purport to be complete. Moreover, statutory provisions are subject to change, as are their interpretations, and
their application may vary in individual circumstances. Such descriptions may not be used to avoid any federal tax
penalty. Each taxpayer should seek advice based on the taxpayer’s particular circumstances from an independent tax
advisor. Finally, the consequences under applicable state and local income tax laws may not be the same as under
federal income tax laws.
Restricted Stock and Restricted Stock Units. Pursuant to Section 83 of the Code, recipients of Restricted
Stock and Restricted Stock Unit awards under the Omnibus Plan will recognize ordinary income in an amount equal
to the fair market value of the shares of common stock granted to them at the time that the shares vest and become
transferable. The Company will be entitled to deduct as a compensation expense for tax purposes the same amounts
recognized as income by recipients of Restricted Stock awards in the year in which such amounts are included in
income.
Units. The Company expects that participants generally will not be taxed on the award of Units. Instead,
any cash and the then fair market value of any common stock received by the participants upon the distribution of a
Unit generally will be taxable to the participants as compensation income upon such distribution. At that time, the
Company generally will be entitled to claim a deduction in an amount equal to the compensation income.
SARs. Pursuant to Section 83 of the code, recipients of SARs under the Omnibus Plan will recognize, at
the time a SAR award is exercised, ordinary income in an amount equal to the difference between the fair market
value of the common stock at the time of award of the SAR and the fair market value of the common stock at the
time that the SAR is exercised. The Company will be entitled to deduct as a compensation expense for tax purposes
the same amounts recognized as income by recipients of SAR awards in the year in which such amounts are included
in income.
Book Value Shares. The Company expects that participants generally will not be taxed on the award of
Book Value Shares. Instead, any cash received by the participants upon redemption of the Book Value Shares
generally will be taxable to the participant as compensation income upon distribution. At that time, the Company
generally will be entitled to claim a deduction in an amount equal to the compensation income.
25
25
Incentive Compensation Plans
The Bank also has a Management Incentive Plan for officers and an Employee Incentive Plan for employees
of the Bank. Eligibility under the Employee Incentive Plan is granted to all employees upon ninety (90) days of
service with the Bank. Participants in the Employee Incentive Plan are entitled to receive quarterly cash incentives
based upon a graduated schedule indexed to attainment of corporate budget. Participants in the Management
Incentive Plan are recommended annually by the President and Chief Executive Officer to the Bank’s Board of
Directors. Each individual’s incentive pool is determined by a formula which links attainment of corporate budget
with attainment of individual goals and objectives. Incentives under the Management Incentive Plan are paid
annually. No payments under the Management Incentive Plan can be paid to Named Executive Officers so long as
the CPP requirements remain in effect during the period the US Treasury holds equity or debt securities of the
Company.
26
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1
Deferred Compensation Plan
The Bank maintains a non-qualified deferred compensation plan for directors and certain officers. Eligible
officers selected by the Bank’s board of directors may elect to contribute a percentage of their compensation to the
plan. Participating officers may elect to invest their deferred compensation in a restricted list of 11 investment funds.
The Bank may make matching or other contributions to the plan as well, in amounts determined at the discretion of
the Bank. Participants are fully vested in all amounts contributed to the plan by them or on their behalf. The Bank
has established a Rabbi Trust to hold the accrued benefits of the participants under the plan. There are no “above-
market” returns provided for in this plan. The Bank made no contributions to the plan in 2010.
Benefits under the plan are payable in the event of the participant’s retirement, death, termination, or as a
result of hardship. Benefit payments may be made in a lump sum or in installments, as selected by the participant.
Supplemental Retirement Plan
The Bank maintains a non-qualified supplemental retirement benefits plan (“SERP”) for certain officers.
The plan is designed to provide a retirement benefit to the officers while at the same time minimizing the financial
impact on the Bank’s earnings. Under the Plan, the Company purchased life insurance contracts on the lives of
certain officers. The increase in cash surrender value of the contracts constitutes the Company’s contribution to the
plan each year. The Bank will pay benefits to participating officers for a period between 13 years and the life of the
officer. The Bank is the sole owner of all of the insurance contracts. Each of the named executive officers is fully
vested in the benefits provided under the SERP.
Discretionary Bonuses and Service Awards
In the past, the Bank has paid bonuses to its employees in amounts determined in the discretion of the
Bank’s board of directors. The Bank anticipates that discretionary bonuses will continue to be paid to its employees
in the future. The Bank also gives service awards to each employee for every five years of service with the Bank.
Service awards are made in the form of shares of the Company’s common stock. The number of shares awarded
increases with the years of service to the Bank.
Profit Sharing Plan and 401(k) Plan
The Bank has a Profit Sharing Plan and 401(k) Plan for all eligible employees. The Bank made no
contribution to the Profit Sharing Plan for the year ended December 31, 2010. No investments in Bank stock have
been made by the plan.
Under the Bank’s 401(k) Plan, the Bank matches employee contributions to a maximum of 2.50% of annual
compensation. The Bank’s 2010 contribution to the 401(k) Plan pursuant to this formula was approximately
$208,000. All contributions to the 401(k) Plan are tax deferred.
The Profit Sharing Plan and 401(k) Plan permit participants to choose from ten investment funds which are
selected by a committee comprised of senior management. Employees are eligible to participate in both the 401(k)
Plan and Profit Sharing Plan beginning in the second month of employment. Both plans provide for vesting of 20%
of the benefit after two years employment and 20% each year thereafter until participants are 100% vested after six
years employment.
Indebtedness of and Transactions with Management and Directors
The Company is a “listed issuer” under the rules and regulations of the Exchange Act whose common stock
is listed on NASDAQ. The Company uses the definition of independence contained in NASDAQ’s listing standards
to determine the independence of its directors and that the Board of Directors and each standing committee of the
Board is in compliance with NASDAQ listing standards for independence.
28
28
Certain directors and executive officers of the Bank and their immediate families and associates were
customers of and had transactions with the Bank in the ordinary course of business during 2010. All outstanding
loans, extensions of credit or overdrafts, endorsements and guarantees outstanding at any time during 2010 to the
Bank’s executive officers and directors and their family members were made in the ordinary course of its business.
These loans are currently made on substantially the same terms, including interest rates and collateral, as those then
prevailing for comparable transactions with persons not related to the lender, and did not involve more than the
normal risk of collectability or present any other unfavorable features.
The Bank leases two of its facilities from Shortgrass Associates, L.L.C. (“Shortgrass”). Director John W.
Lineberger, Jr., owns 25% of the membership interests in Shortgrass. Pursuant to the terms of the leases for the two
facilities leased by the Bank, during 2010 the Bank paid a total of $193,725 to Shortgrass in lease payments for these
facilities. Each of the facilities is subject to a 20-year lease between the Bank and Shortgrass. The Board of
Directors routinely, and no less than annually, reviews all transactions, direct and indirect, between the Company or
the Bank and any employee or director, or any of such person’s immediate family members. Transactions are
reviewed as to comparable market values for similar transactions. All material facts of the transactions and the
director’s interest are discussed by all disinterested directors and a decision made about whether the transaction is
fair to the Company and the Bank. A majority vote of all disinterested directors is required to approve the
transaction.
The Board of Directors also evaluates the influence family relationships may have on the independence of
directors who are related by blood or marriage. Christine S. Abernethy, a greater than ten percent shareholder of the
Company, has two sons, Robert C. Abernethy and James S. Abernethy, who serve on the Board of Directors. All of
the non-related directors have determined that the family relationships among Christine S. Abernethy, James S.
Abernethy and Robert C. Abernethy do not affect the brothers’ independence as directors.
PROPOSAL 2
ADVISORY (NON-BINDING) PROPOSAL TO APPROVE THE COMPENSATION OF THE
COMPANY’S NAMED EXECUTIVE OFFICERS
The Company believes that our 2010 compensation policies and procedures are centered on a pay-for-
performance culture and are strongly aligned with the long-term interests of our shareholders. These policies and
procedures are described in detail on pages 12 to 15 of this Proxy Statement.
The ARRA provides that all participants in the TARP permit a non-binding shareholder vote to approve the
compensation of the participant’s executives. Therefore, the Board of Directors is providing our shareholders with
the right to cast an advisory vote on the compensation of the Company’s NEOs at the 2011 Annual Meeting of
Shareholders.
This proposal, commonly known as a “say-on-pay” proposal, gives you as a shareholder the opportunity to
vote on the compensation of our NEOs through the following resolution:
“RESOLVED, that the shareholders of Peoples Bancorp of North Carolina, Inc. approve the
compensation of its Named Executive Officers named in the Summary Compensation Table in this Proxy
Statement, as described in the narrative and the tabular disclosure regarding the compensation of the Named
Executive Officers contained in this Proxy Statement.”
Under the ARRA, your vote on this matter is advisory and will therefore not be binding upon the Board of
Directors. However, the Compensation Committee will take the outcome of the vote into account when determining
further executive compensation arrangements.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF
THIS PROPOSAL.
29
29
PROPOSAL 3
RATIFICATION OF SELECTION OF INDEPENDENT AUDITOR
Porter Keadle Moore, LLP, of Atlanta, Georgia (“PKM”), has been selected by the Audit Committee as the
Company’s and the Bank’s independent auditor for the year ending December 31, 2011. Such selection is being
submitted to the Company’s shareholders for ratification. Representatives of PKM are expected to attend the Annual
Meeting and will be afforded an opportunity to make a statement, if they so desire, and to respond to appropriate
questions from shareholders.
Audit Fees
The aggregate fees billed by PKM for professional services rendered in connection with the (i) audit of the
Company’s annual financial statements for 2010 and 2009; (ii) review of the financial statements included in the
Company’s quarterly filings on Form 10-Q during those fiscal years; and (iii) review of the Company’s internal
controls over financial reporting in 2010 and 2009 were approximately $167,000 and $186,000, respectively.
Audit Related Fees
The aggregate fees billed by PKM in 2010 and 2009 for professional services rendered for assurance and
related services that are reasonably related to the performance of the audit or review of the Company’s financial
statements and not included in “Audit Fees” above were approximately $59,000 and $20,000, respectively. These
fees were primarily related to the audit of the Company’s Profit Sharing and 401(k) Plan and the testing of
management’s assertions regarding internal controls in accordance with the Federal Deposit Insurance Corporation
Improvement Act.
Tax Fees
The aggregate fees billed in each of the last two fiscal years for professional services rendered by PKM for
tax compliance, tax advice, and tax planning were approximately $28,000 and $24,000 in 2010 and 2009,
respectively. These fees were primarily related to the preparation of the Company’s income tax returns, assistance
with quarterly income tax estimates and preparation of Forms 5500 for various benefit plans.
All Other Fees
In addition to the fees outlined above, PKM billed fees in the amount of approximately $1,600 in 2010 and
$1,300 in 2009.
The fees billed by PKM are pre-approved by the Audit and Enterprise Risk Committee of the Company in
accordance with the policies and procedures for the Audit and Enterprise Risk Committee set forth in the
Committee’s charter. The Audit and Enterprise Risk Committee typically pre-approves all audit and non-audit
services provided by the Company’s independent auditors and may not engage the independent auditors to perform
any prohibited non-audit services. For 2010, 99% of the total fees paid for audit, audit related and tax services were
pre-approved. For 2009, 98% of the total fees paid for audit, audit related and tax services were pre-approved. The
Audit and Enterprise Risk Committee has determined that the rendering of non-audit professional services by PKM,
as identified above, is compatible with maintaining PKM’s independence.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR
RATIFICATION OF THE APPOINTMENT OF PKM AS INDEPENDENT AUDITOR FOR THE
COMPANY AND THE BANK FOR THE FISCAL YEAR ENDING DECEMBER 31, 2011.
30
30
DATE FOR RECEIPT OF SHAREHOLDER PROPOSALS
It is presently anticipated that the 2012 Annual Meeting of Shareholders of the Company will be held on
May 3, 2012. In order for shareholder proposals to be included in the Company’s proxy materials for that meeting,
such proposals must be received by the Secretary of the Company at the Company’s principal executive office no
later than December 7, 2011 and meet all other applicable requirements for inclusion in the Proxy Statement.
In the alternative, a shareholder may commence his or her own proxy solicitation and present a proposal
from the floor at the 2012 Annual Meeting of Shareholders of the Company. In order to do so, the shareholder must
notify the Secretary of the Company in writing, at the Company’s principal executive office no later than February
19, 2012, of his or her proposal. If the Secretary of the Company is not notified of the shareholder’s proposal by
February 19, 2012, the Board of Directors may vote on the proposal pursuant to the discretionary authority granted
by the proxies solicited by the Board of Directors for the 2012 Annual Meeting.
OTHER MATTERS
Management knows of no other matters to be presented for consideration at the Annual Meeting or any
adjournments thereof. If any other matters shall properly come before the Annual Meeting, it is intended that the
proxyholders named in the enclosed form of proxy will vote the shares represented thereby in accordance with their
judgment, pursuant to the discretionary authority granted therein.
MISCELLANEOUS
The Annual Report of the Company for the year ended December 31, 2010, which includes financial
statements audited and reported upon by the Company’s independent auditor, is being mailed as Appendix A to this
Proxy Statement; however, it is not intended that the Annual Report be deemed a part of this Proxy Statement or a
solicitation of proxies.
THE FORM 10-K FILED BY THE COMPANY WITH THE SEC, INCLUDING THE FINANCIAL
STATEMENTS AND SCHEDULES THERETO, WILL BE PROVIDED FREE OF CHARGE UPON
WRITTEN REQUEST DIRECTED TO: PEOPLES BANCORP OF NORTH CAROLINA, INC., POST
OFFICE BOX 467, 518 WEST C STREET, NEWTON, NORTH CAROLINA 28658-0467, ATTENTION:
A. JOSEPH LAMPRON, JR..
By Order of the Board of Directors,
Tony W. Wolfe
President and Chief Executive Officer
Newton, North Carolina
April 5, 2011
31
31
APPENDIX A
ANNUAL REPORT
OF
PEOPLES BANCORP OF NORTH CAROLINA, INC.
PEOPLES BANCORP OF NORTH CAROLINA, INC.
General Description of Business
Peoples Bancorp of North Carolina, Inc. (the “Company”), was formed in 1999 to serve as the holding company for
Peoples Bank (the “Bank”). The Company is a bank holding company registered with the Board of Governors of the Federal
Reserve System (the “Federal Reserve”) under the Bank Holding Company Act of 1956, as amended (the “BHCA”). The
Company’s principal source of income is any dividends which are declared and paid by the Bank on its capital stock. The
Company has no operations and conducts no business of its own other than owning the Bank. Accordingly, the discussion of
the business which follows concerns the business conducted by the Bank, unless otherwise indicated.
The Bank, founded in 1912, is a state-chartered commercial bank serving the citizens and business interests of the
Catawba Valley and surrounding communities through 22 banking offices located in Lincolnton, Newton, Denver, Catawba,
Conover, Maiden, Claremont, Hiddenite, Hickory, Charlotte, Monroe, Cornelius, Mooresville and Raleigh North Carolina.
The Bank also operates a loan production office in Denver, North Carolina. At December 31, 2010, the Company had total
assets of $1.1 billion, net loans of $710.7 million, deposits of $838.7 million, total securities of $278.2 million, and
shareholders’ equity of $96.9 million.
The Bank operates four offices focused on the Latino population under the name Banco de la Gente (“Banco”).
These offices are operated as a division of the Bank. Banco offers normal and customary banking services as are offered in
the Bank’s other branches such as the taking of deposits and the making of loans and therefore is not considered a reportable
segment of the Company.
The Bank has a diversified loan portfolio, with no foreign loans and few agricultural loans. Real estate loans are
predominately variable rate commercial property loans, which include residential development loans to commercial
customers. Commercial loans are spread throughout a variety of industries with no one particular industry or group of
related industries accounting for a significant portion of the commercial loan portfolio. The majority of the Bank's deposit
and loan customers are individuals and small to medium-sized businesses located in the Bank's market area. The Bank’s loan
portfolio also includes Individual Taxpayer Identification Number (ITIN) mortgage loans generated thorough the Bank’s
Banco offices. Additional discussion of the Bank’s loan portfolio and sources of funds for loans can be found in
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages A-4 through A-28.
The operations of the Bank and depository institutions in general are significantly influenced by general economic
conditions and by related monetary and fiscal policies of depository institution regulatory agencies, including the Federal
Reserve, the Federal Deposit Insurance Corporation (the “FDIC”) and the North Carolina Commissioner of Banks (the
"Commissioner").
At December 31, 2010, the Company employed 244 full-time employees and 44 part-time employees, which
equated to 273 full-time equivalent employees.
Subsidiaries
The Bank is a subsidiary of the Company. The Bank has two subsidiaries, Peoples Investment Services, Inc. and
Real Estate Advisory Services, Inc. Through a relationship with Raymond James Financial Services, Inc., Peoples
Investment Services, Inc. provides the Bank's customers access to investment counseling and non-deposit investment
products such as stocks, bonds, mutual funds, tax deferred annuities, and related brokerage services. Real Estate Advisory
Services, Inc. provides real estate appraisal and real estate brokerage services.
In June 2006, the Company formed a wholly owned Delaware statutory trust, PEBK Capital Trust II (“PEBK Trust
II”), which issued $20.0 million of guaranteed preferred beneficial interests in the Company’s junior subordinated deferrable
interest debentures. All of the common securities of PEBK Trust II are owned by the Company. The proceeds from the
issuance of the common securities and the trust preferred securities were used by PEBK Trust II to purchase $20.6 million of
junior subordinated debentures of the Company, which pay a floating rate equal to three month LIBOR plus 163 basis points.
The proceeds received by the Company from the sale of the junior subordinated debentures were used in December 2006 to
repay the trust preferred securities issued by PEBK Trust in December 2001 and for general purposes. The debentures
represent the sole asset of PEBK Trust II. PEBK Trust II is not included in the consolidated financial statements.
The trust preferred securities issued by PEBK Trust II accrue and pay quarterly at a floating rate of three-month
LIBOR plus 163 basis points. The Company has guaranteed distributions and other payments due on the trust preferred
securities to the extent PEBK Trust II does not have funds with which to make the distributions and other payments. The net
combined effect of the trust preferred securities transaction is that the Company is obligated to make the distributions and
other payments required on the trust preferred securities.
A-1
A-1
These trust preferred securities are mandatorily redeemable upon maturity of the debentures on June 28, 2036, or
upon earlier redemption as provided in the indenture. The Company has the right to redeem the debentures purchased by
PEBK Trust II, in whole or in part, on or after June 28, 2011. As specified in the indenture, if the debentures are redeemed
prior to maturity, the redemption price will be the principal amount and any accrued but unpaid interest.
The Company established a new subsidiary, Community Bank Real Estate Solutions, LLC (“CBRES”), in 2009.
CBRES serves as a “clearing-house” for appraisal services for community banks. Other banks are able to contract with
CBRES to find and engage appropriate appraisal companies in the area where the property is located. This type of service
ensures that the appraisal process remains independent from the financing process within the bank.
This report contains certain forward-looking statements with respect to the financial condition, results of
operations and business of Peoples Bancorp of North Carolina, Inc. (the “Company”). These forward-looking statements
involve risks and uncertainties and are based on the beliefs and assumptions of management of the Company and on the
information available to management at the time that these disclosures were prepared. These statements can be identified
by the use of words like “expect,” “anticipate,” “estimate” and “believe,” variations of these words and other similar
expressions. Readers should not place undue reliance on forward-looking statements as a number of important factors
could cause actual results to differ materially from those in the forward-looking statements. Factors that could cause
actual results to differ materially include, but are not limited to, (1) competition in the markets served by Peoples Bank
(the “Bank”), (2) changes in the interest rate environment, (3) general national, regional or local economic conditions
may be less favorable than expected, resulting in, among other things, a deterioration in credit quality and the possible
impairment of collectibility of loans, (4) legislative or regulatory changes, including changes in accounting standards, (5)
significant changes in the federal and state legal and regulatory environment and tax laws, (6) the impact of changes in
monetary and fiscal policies, laws, rules and regulations and (7) other risks and factors identified in the Company’s other
filings with the Securities and Exchange Commission. The Company undertakes no obligation to update any forward-
looking statements.
A-2
A-2
SELECTED FINANCIAL DATA
Dollars in Thousands Except Per Share Amounts
Summary of Operations
Interest income
Interest expense
Net interest earnings
Provision for loan losses
Net interest earnings after provision
for loan losses
Non-interest income
Non-interest expense
Earnings before taxes
Income taxes
Net earnings
Dividends and accretion of preferred stock
Net earnings available to common
shareholders
Selected Year-End Balances
Assets
Available for sale securities
Loans, net
Mortgage loans held for sale
Interest-earning assets
Deposits
Interest-bearing liabilities
Shareholders' equity
Shares outstanding*
Selected Average Balances
Assets
Available for sale securities
Loans
Interest-earning assets
Deposits
Interest-bearing liabilities
Shareholders' equity
Shares outstanding*
Profitability Ratios
Return on average total assets
Return on average shareholders' equity
Dividend payout ratio**
Liquidity and Capital Ratios (averages)
Loan to deposit
Shareholders' equity to total assets
Per share of Common Stock*
Basic net income
Diluted net income
Cash dividends
Book value
2010
2009
2008
2007
2006
47,680
14,348
33,332
16,438
16,894
13,884
28,948
1,830
(11)
1,841
1,394
50,037
17,187
32,850
10,535
22,315
11,823
29,883
4,255
1,339
2,916
1,246
56,322
23,526
32,796
4,794
28,002
10,495
28,893
9,604
3,213
6,391
-
61,732
27,585
34,147
2,038
32,109
8,816
25,993
14,932
5,340
9,592
-
55,393
23,110
32,283
2,513
29,770
7,554
22,983
14,341
5,170
9,171
-
447
1,670
6,391
9,592
9,171
1,067,652
272,449
710,667
3,814
1,010,983
838,712
850,233
96,858
5,541,413
1,078,136
219,797
757,532
999,054
840,343
849,870
101,529
5,539,308
1,048,494
195,115
762,643
2,840
988,017
809,343
826,838
99,223
5,539,056
1,016,257
161,135
782,464
956,680
772,075
796,260
101,162
5,539,056
968,762
124,916
770,163
-
921,101
721,062
758,334
101,128
5,539,056
929,799
115,853
747,203
876,425
720,918
740,478
76,241
5,588,314
907,262
120,968
713,174
-
853,878
693,639
718,870
70,102
5,624,234
846,836
120,296
665,379
801,094
659,174
665,727
70,586
5,700,860
818,948
117,581
643,078
-
780,082
633,820
650,364
62,835
5,745,951
772,585
118,137
604,427
732,244
605,407
613,686
62,465
5,701,829
0.17%
1.81%
100.11%
0.29%
2.88%
86.22%
0.69%
8.38%
41.93%
1.13%
13.59%
24.30%
1.19%
14.68%
20.78%
90.15%
9.42%
101.35%
9.95%
103.65%
8.20%
100.94%
8.34%
99.84%
8.09%
0.08
0.08
0.08
12.96
0.30
0.30
0.26
13.39
1.14
1.13
0.48
13.73
1.68
1.65
0.41
12.46
1.61
1.58
0.33
10.94
$
$
$
$
$
$
$
$
$
$
*Shares outstanding and per share computations have been retroactively restated to reflect a 10% stock
dividend during second quarter 2006 and a 3-for-2 stock split during second quarter 2007.
**As a percentage of net earnings available to common shareholders.
A-3
A-3
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following is a discussion of our financial position and results of operations and should be read in conjunction
with the information set forth under Item 1A Risk Factors and the Company’s consolidated financial statements and
notes thereto on pages A-29 through A-63.
Introduction
Management's discussion and analysis of earnings and related data are presented to assist in understanding the
consolidated financial condition and results of operations of the Company, for the years ended December 31, 2010, 2009
and 2008. The Company is a registered bank holding company operating under the supervision of the Federal Reserve
Board and the parent company of Peoples Bank (the “Bank”). The Bank is a North Carolina-chartered bank, with offices
in Catawba, Lincoln, Alexander, Mecklenburg, Iredell, Union and Wake counties, operating under the banking laws of
North Carolina and the rules and regulations of the Federal Deposit Insurance Corporation (the “FDIC”).
Overview
Our business consists principally of attracting deposits from the general public and investing these funds in
commercial loans, real estate mortgage loans, real estate construction loans and consumer loans. Our profitability depends
primarily on our net interest income, which is the difference between the income we receive on our loan and investment
securities portfolios and our cost of funds, which consists of interest paid on deposits and borrowed funds. Net interest
income also is affected by the relative amounts of our interest-earning assets and interest-bearing liabilities. When
interest-earning assets approximate or exceed interest-bearing liabilities, a positive interest rate spread will generate net
interest income. Our profitability is also affected by the level of other income and operating expenses. Other income
consists primarily of miscellaneous fees related to our loans and deposits, mortgage banking income and commissions
from sales of annuities and mutual funds. Operating expenses consist of compensation and benefits, occupancy related
expenses, federal deposit and other insurance premiums, data processing, advertising and other expenses.
Our operations are influenced significantly by local economic conditions and by policies of financial institution
regulatory authorities. The earnings on our assets are influenced by the effects of, and changes in, trade, monetary and
fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System (the
“Federal Reserve”), inflation, interest rates, market and monetary fluctuations. Lending activities are affected by the
demand for commercial and other types of loans, which in turn is affected by the interest rates at which such financing
may be offered. Our cost of funds is influenced by interest rates on competing investments and by rates offered on
similar investments by competing financial institutions in our market area, as well as general market interest rates. These
factors can cause fluctuations in our net interest income and other income. In addition, local economic conditions can
impact the credit risk of our loan portfolio, in that (1) local employers may be required to eliminate employment positions
of individual borrowers, and (2) small businesses and commercial borrowers may experience a downturn in their
operating performance and become unable to make timely payments on their loans. Management evaluates these factors
in estimating its allowance for loan losses and changes in these economic factors could result in increases or decreases to
the provision for loan losses.
Economic conditions in 2010 continued to deteriorate and had a negative impact on our financial condition and
results of operations. Unfavorable trends, such as increased unemployment, falling real estate prices, increased loan
default and increased bankruptcy rates demonstrate the difficult business conditions that are affecting the general
economy and therefore our operating results. The unemployment rates in our primary market area have been higher than
state and national averages throughout 2010.
Although we are unable to control the external factors that influence our business, by maintaining high levels of
balance sheet liquidity, managing our interest rate exposures and by actively monitoring asset quality, we seek to
minimize the potentially adverse risks of unforeseen and unfavorable economic trends.
Our business emphasis has been to operate as a well-capitalized, profitable and independent community-oriented
financial institution dedicated to providing quality customer service. We are committed to meeting the financial needs of
the communities in which we operate. We believe that we can be more effective in serving our customers than many of
our non-local competitors because of our ability to quickly and effectively provide senior management responses to
customer needs and inquiries. Our ability to provide these services is enhanced by the stability of our senior management
team.
The Federal Reserve has decreased the Federal Funds Rate 4.00% since December 31, 2007 with the rate set at
0.25% since December 2008. These decreases had a negative impact on 2008, 2009 and 2010 earnings and will continue
to have a negative impact on the Bank’s net interest income in the future periods. The negative impact from the decrease
in the Federal Funds Rate has been partially offset by the increase in earnings realized on interest rate contracts, including
A-4
A-4
both an interest rate swap and interest rate floors, utilized by the Company. Additional information regarding the
Company’s interest rate contacts is provided below in the section entitled “Asset Liability and Interest Rate Risk
Management.”
On December 23, 2008, the Company entered into a Securities Purchase Agreement (“Purchase Agreement”)
with the United States Department of the Treasury (“UST”). Under the Purchase Agreement, the Company agreed to
issue and sell 25,054 shares of Series A preferred stock and warrants to purchase 357,234 shares of common stock
associated with the Company’s participation in the U.S. Treasury Department’s Capital Purchase Program (“CPP”) under
the Troubled Asset Relief Program (“TARP”). Proceeds from this issuance of preferred shares were allocated between
preferred stock and the warrant based on their relative fair values at the time of the sale. Of the $25.1 million in proceeds,
$24.4 million was allocated to the Series A preferred stock and $704,000 was allocated to the common stock warrant.
The discount recorded on the preferred stock that resulted from allocating a portion of the proceeds to the warrant is being
accreted directly to retained earnings over a five-year period applying a level yield. As of December 31, 2010, the
Company has accreted a total of $266,000 of the discount related to the Series A preferred stock. The Company paid
dividends of $1.3 million on the Series A preferred stock during 2010 and cumulative undeclared dividends at December
31, 2010 were $157,000.
The Series A preferred stock qualifies as Tier 1 capital and will pay cumulative dividends at a rate of 5% per
annum for the first five years and 9% per annum thereafter. The Series A preferred stock may be redeemed at the stated
amount of $1,000 per share plus any accrued and unpaid dividends. Under the terms of the original Purchase Agreement,
the Company could not redeem the preferred shares until December 23, 2011 unless the total amount of the issuance,
$25.1 million, was replaced with the same amount of other forms of capital that would qualify as Tier 1 capital.
However, with the enactment of the American Recovery and Reinvestment Act of 2009 (“ARRA”), the Company can
now redeem the preferred shares at any time, if approved by the Company’s primary regulator. The Series A preferred
stock is non-voting except for class voting rights on matters that would adversely affect the rights of the holders of the
Series A preferred stock.
The exercise price of the warrant is $10.52 per common share and it is exercisable at anytime on or before
December 18, 2018.
The Company is subject to the following restrictions while the Series A preferred stock is outstanding: 1) UST
approval is required for the Company to repurchase shares of outstanding common stock; 2) the full dividend for the
latest completed CPP dividend period must be declared and paid in full before dividends may be paid to common
shareholders; 3) UST approval is required for any increase in common dividends per share above the last quarterly
dividend of $0.12 per share paid prior to December 23, 2008; and 4) the Company may not take tax deductions for any
senior executive officer whose compensation is above $500,000. There were additional restrictions on executive
compensation added in the ARRA for companies participating in the TARP, including participants in the CPP.
It is the intent of the Company to utilize CPP funds to provide capital to support making loans to qualified
borrowers in the Bank’s market area. The funds will also be used to absorb losses incurred when modifying loans or
making concessions to borrowers in order to keep borrowers out of foreclosure. The Bank is also working with its current
builders and contractors to provide financing for potential buyers who may not be able to qualify for financing in the
current mortgage market in order to help these customers sell existing single family homes. The Company will also use
the CPP capital infusion as additional Tier I capital to protect the Bank from potential losses that may be incurred during
this current recessionary period.
The Company continues to face challenges resulting from the impact of the current economy on the housing and
real estate markets. The Bank continues to monitor and evaluate all significant loans in its portfolio, and will continue to
manage its credit risk exposure with the expectation that stabilization of the real estate market will not occur within the
next 18 to 24 months. The CPP funds have enhanced our capital position as the Company infused the Bank with $8.0
million additional regulatory capital. The Company has $17.0 million available that can be infused into the Bank as
additional capital if needed to maintain its position as a well-capitalized bank. We anticipate increased loan losses in the
short run and have prepared for that expectation. We have quality individuals managing our past due loans and foreclosed
properties to minimize our potential losses. As the economy recovers, we are positioned to take advantage of all
opportunities that present themselves. We anticipate that the net interest margin will remain at or near the 3.46% net
margin for 2010. The amount and timing of any future Federal Reserve rate adjustment remains uncertain, and may
further impact the Bank if those adjustments are significant.
Management expects to look for branching opportunities in nearby markets in the future but there are no
additional offices planned in 2011.
A-5
A-5
Summary of Significant Accounting Policies
The consolidated financial statements include the financial statements of the Company and its wholly owned
subsidiaries, the Bank and Community Bank Real Estate Solutions, LLC, along with the Bank’s wholly owned
subsidiaries, Peoples Investment Services, Inc. and Real Estate Advisory Services, Inc. (collectively called the
“Company”). All significant intercompany balances and transactions have been eliminated in consolidation.
The Company’s accounting policies are fundamental to understanding management’s discussion and analysis of
results of operations and financial condition. Many of the Company’s accounting policies require significant judgment
regarding valuation of assets and liabilities and/or significant interpretation of specific accounting guidance. The
following is a summary of some of the more subjective and complex accounting policies of the Company. A more
complete description of the Company’s significant accounting policies can be found in Note 1 of the Notes to
Consolidated Financial Statements in the Company’s 2010 Annual Report to Shareholders which is Appendix A to the
Proxy Statement for the May 5, 2011 Annual Meeting of Shareholders.
Many of the Company’s assets and liabilities are recorded using various techniques that require significant
judgment as to recoverability. The collectability of loans is reflected through the Company’s estimate of the allowance
for loan losses. The Company performs periodic and systematic detailed reviews of its lending portfolio to assess overall
collectability. In addition, certain assets and liabilities are reflected at their estimated fair value in the consolidated
financial statements. Such amounts are based on either quoted market prices or estimated values derived from dealer
quotes used by the Company, market comparisons or internally generated modeling techniques. The Company’s internal
models generally involve present value of cash flow techniques. The various techniques are discussed in greater detail
elsewhere in management’s discussion and analysis and the notes to consolidated financial statements.
There are other complex accounting standards that require the Company to employ significant judgment in
interpreting and applying certain of the principles prescribed by those standards. These judgments include, but are not
limited to, the determination of whether a financial instrument or other contract meets the definition of a derivative in
accordance with Generally Accepted Accounting Principles (“GAAP”). For a more complete discussion of policies, see
the notes to consolidated financial statements.
The disclosure requirements for derivatives and hedging activities have the intent to provide users of financial
statements with an enhanced understanding of: (a) how and why an entity uses derivative instruments, (b) how derivative
instruments and related hedged items are accounted for and (c) how derivative instruments and related hedged items
affect an entity’s financial position, financial performance, and cash flows. The disclosure requirements include
qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about the fair value of
and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative
instruments.
The Company records all derivatives on the balance sheet at fair value. The accounting for changes in the fair
value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a
derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the
criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes
in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are
considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected
future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting generally
provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the
changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the
earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative
contracts that are intended to economically hedge certain of its risks, even though hedge accounting does not apply or the
Company elects not to apply hedge accounting.
The Company has an overall interest rate risk management strategy that incorporates the use of derivative
instruments to minimize significant unplanned fluctuations in earnings that are caused by interest rate volatility. By using
derivative instruments, the Company is exposed to credit and market risk. If the counterparty fails to perform, credit risk
is equal to the extent of the fair-value gain in the derivative. The Company minimizes the credit risk in derivative
instruments by entering into transactions with high-quality counterparties that are reviewed periodically by the Company.
As of December 31, 2010, the Company had cash flow hedges with a notional amount of $50.0 million. This derivative
instrument consists of one interest rate swap contract.
A-6
A-6
The table below presents the fair value of the Company’s derivative financial instruments as well as their
classification on the Balance Sheet as of December 31, 2010 and December 31, 2009.
(Dollars in thousands)
Asset Derivatives
As of December 31, 2010
As of December 31, 2009
Balance
Sheet
Location
Fair Value
Balance
Sheet
Location
Fair Value
Liability Derivatives
As of December
31, 2010
As of December
31, 2009
Balance
Sheet
Location
Fair
Value
Balance
Sheet
Location
Fair
Value
Interest rate
derivative
contracts
Other assets
$
648
Other assets
$
1,762
N/A
$ N/A
-
$
-
The Company’s objectives in using interest rate derivatives are to add stability to interest income and expense
and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest
rate swaps and floors as part of its interest rate risk management strategy. For hedges of the Company’s variable-rate
loan assets, interest rate swaps designated as cash flow hedges involve the receipt of fixed-rate amounts from a
counterparty in exchange for the Company making variable-rate payments over the life of the agreements without
exchange of the underlying notional amount. For hedges of the Company’s variable-rate loan assets, the interest rate
floor designated as a cash flow hedge involves the receipt of variable-rate amounts from a counterparty if interest rates
fall below the strike rate on the contract in exchange for an up front premium. As of December 31, 2010, the Company
had one interest rate swap with a notional amount of $50.0 million that was designated as a cash flow hedge of interest
rate risk.
The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges
is recorded in Accumulated Other Comprehensive Income and is subsequently reclassified into earnings in the period that
the hedged forecasted transaction affects earnings. During 2010 and 2009, such derivatives were used to hedge the
variable cash inflows associated with existing pools of prime-based loan assets. The ineffective portion of the change in
fair value of the derivatives is recognized directly in earnings. The Company recognized a hedge ineffectiveness gain of
$1,000 in earnings during the year ended December 31, 2009.
Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to
interest income or expense as interest payments are received/made on the Company’s variable-rate assets/liabilities.
During the next twelve months, the Company estimates that $648,000 will be reclassified as an increase to interest
income.
The tables below present the effect of the Company’s derivative financial instruments on the Income Statement
for the years ended December 31, 2010 and 2009.
(Dollars in thousands)
Amount of Gain
(Loss) Recognized in
OCI on Derivatives
Years ended
December 31,
2010
2009
$
404
$
434
Location of Gain
(Loss) Reclassified
from Accumulated
OCI into Income
Interest income
Non-interest income
Amount of Gain
(Loss) Reclassified
from Accumulated
OCI into Income
Years ended
December 31,
2010
1,518
$
$
-
2009
3,114
46
$
$
Interest rate derivative contracts
Relating to the post retirement benefit plan, the Company is required to recognize an obligation for either the
present value of the entire promised death benefit or the annual “cost of insurance” required to keep the policy in force
during the post-retirement years. The Company made a $467,000 reduction to retained earnings in 2008 pursuant to the
guidance of the pronouncement to record the portion of this benefit earned by participants prior to adoption of the
pronouncement. In 2009 the Company made a $358,000 addition to retained earnings to reflect an adjustment of the
cumulative effect due to amendments to the individual split-dollar plans implemented during 2009.
A-7
A-7
GAAP establishes a framework for measuring fair value and expands disclosures about fair value measurements.
There is a three-level fair value hierarchy for fair value measurements. Level 1 inputs are quoted prices in active markets
for identical assets or liabilities that a company has the ability to access at the measurement date. Level 2 inputs are inputs
other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3 inputs are unobservable inputs for the asset or liability. The table below presents the balance of securities
available for sale and derivatives, which are measured at fair value on a recurring basis by level within the fair value
hierarchy as of December 31, 2010 and 2009.
(Dollars in thousands)
Mortgage-backed securities
U.S. government
sponsored enterprises
State and political subdivisions
Trust preferred securities
Equity securities
Mortgage loans held for sale
Market value of derivatives (in other assets)
Mortgage-backed securities
U.S. government
sponsored enterprises
State and political subdivisions
Trust preferred securities
Equity securities
Mortgage loans held for sale
Market value of derivatives (in other assets)
Fair Value
Measurements
December 31, 2010
$
139,361
$
$
$
$
$
$
42,640
87,829
1,250
1,369
3,814
648
Fair Value
Measurements
December 31, 2009
$
107,526
$
$
$
$
$
$
41,142
44,336
1,250
861
2,840
1,762
Level 1
Valuation
-
Level 2
Valuation
139,361
Level 3
Valuation
-
-
-
-
1,369
-
-
42,640
87,829
-
-
3,814
648
-
-
1,250
-
-
-
Level 1
Valuation
-
Level 2
Valuation
107,526
Level 3
Valuation
-
-
-
-
861
-
-
41,142
44,336
-
-
2,840
1,762
-
-
1,250
-
-
-
Fair values of investment securities available for sale are determined by obtaining quoted prices on nationally
recognized securities exchanges when available. If quoted prices are not available, fair value is determined using matrix
pricing, which is a mathematical technique used widely in the industry to value debt securities without relying exclusively
on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted
securities. Fair values of derivative instruments are determined using widely accepted valuation techniques including
discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms
of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate
curves and implied volatilities.
The following is an analysis of fair value measurements of investment securities available for sale using Level 3,
significant unobservable inputs, for the year ended December 31, 2010:
(Dollars in thousands)
Balance, beginning of period
Change in book value
Change in gain/(loss) realized and unrealized
Purchases/(sales)
Transfers in and/or out of Level 3
Balance, end of period
Investment Securities
Available for Sale
Level 3 Valuation
$
1,250
-
-
-
-
1,250
$
Change in unrealized gain/(loss) for assets still held in Level 3
$
-
A-8
A-8
The Company’s December 31, 2010 and 2009 fair value measurement for impaired loans and other real estate on
a non-recurring basis is presented below:
(Dollars in thousands)
Fair Value
Measurements
December 31, 2010
$
40,062
$
6,673
Fair Value
Measurements
December 31, 2009
$
22,789
$
3,997
Impaired loans
Other real estate
Impaired loans
Other real estate
-
-
-
-
Level 1
Valuation
Level 1
Valuation
Level 2
Valuation
Level 3
Valuation
13,264
-
Total Gains/(Losses) for
the Year Ended
December 31, 2010
(10,591)
(340)
26,798
6,673
Level 2
Valuation
14,174
3,997
Level 3
Valuation
8,615
-
Total Gains/(Losses) for
the Year Ended
December 31, 2009
(1,924)
(100)
At each reporting period, the Company determines which loans are impaired. Accordingly, the Company’s
impaired loans are reported at their estimated fair value on a non-recurring basis. An allowance for each impaired loan,
which is generally collateral-dependent, is calculated based on the fair value of its collateral. The fair value of the
collateral is based on appraisals performed by third-party valuation specialists. Factors including the assumptions and
techniques utilized by the appraiser are considered by management. If the recorded investment in the impaired loan
exceeds the measure of fair value of the collateral, a valuation allowance is recorded as a component of the allowance for
loan losses. No interest income is recognized on impaired loans subsequent to their classification as impaired.
The following table presents the Company’s impaired loans as of December 31, 2010:
(Dollars in thousands)
Unpaid
Contractual
Principal
Balance
Recorded
Investment
With No
Allowance
Recorded
Investment
With
Allowance
Total
Recorded
Impairment
Related
Allowance
Average
Recorded
Impairment
Real Estate Loans
Construction and land development
Single-family residential
Commercial
Multifamily and Farmland
Total impaired real estate loans
$
Commercial loans (not secured by real estate)
Consumer loans (not secured by real estate)
All other loans (not secured by real estate)
Total impaired loans
$
31,346
12,376
6,018
-
49,740
1,243
152
-
51,135
20,787
9,847
4,991
-
35,625
811
142
-
36,578
2,130
990
359
-
3,479
5
-
-
3,484
-
22,916
10,837
5,351
-
39,104
816
142
-
40,062
1,055
168
148
-
1,371
5
-
1,376
18,767
12,573
4,769
27
36,136
1,479
79
-
37,694
In February 2010, the FASB issued Accounting Standards Update No. 2010-09, Subsequent Events:
Amendments to Certain Recognition and Disclosure Requirements ("ASU No. 2010-09"). ASU No. 2010-09 removes
some contradictions between the requirements of U.S. GAAP and the filing rules of the Securities and Exchange
Commission ("SEC"). SEC filers are required to evaluate subsequent events through the date the financial statements are
issued, and they are no longer required to disclose the date through which subsequent events have been evaluated. This
guidance was effective upon issuance except for the use of the issued date for conduit debt obligors, and did not have a
material impact on the Company's results of operations, financial position or disclosures.
In February 2010, the FASB issued Accounting Standards Update No. 2010-10, Consolidation: Amendments for
Certain Investment Funds ("ASU No. 2010-10"). ASU No. 2010-10 indefinitely defers the effective date for certain
investment funds resulting from the issuance of ASU No. 2009-17. ASU No. 2010-10 also clarifies that (1) interests of
related parties must be considered in determining whether fees paid to decision makers or service providers constitute a
variable interest, and (2) a quantitative calculation should not be the only basis on which such determination is made. This
guidance is effective as of the beginning of the first annual period beginning after November 15, 2009, and for interim
periods within that first annual reporting period. The adoption of this ASU did not have a material impact on the
Company's results of operations, financial position or disclosures.
A-9
A-9
In March 2010, the FASB issued Accounting Standards Update No. 2010-11, Derivatives and Hedging: Scope
Exception Related to Embedded Credit Derivatives (“ASU No. 2010-11”). ASU No. 2010-11 clarifies the type of
embedded credit derivative that is exempt from embedded derivative bifurcation requirements by resolving a potential
ambiguity about the breadth of the embedded credit derivative scope exception with regard to some types of contracts,
such as collateralized debt obligations ("CDO's") and synthetic CDO's. The scope exception will no longer apply to some
contracts that contain an embedded credit derivative feature that transfers credit risk. The ASU is effective for fiscal
quarters beginning after June 15, 2010. The adoption of this ASU did not have a material impact on the Company's
results of operations, financial position or disclosures.
In July 2010, the FASB issued Accounting Standards Update No. 2010-20, Disclosures about the Credit Quality
of Financing Receivables and the Allowance for Credit Losses (“ASU No. 2010-20”). ASU No. 2010-20 will expand loan
credit quality and allowance for loan losses disclosure requirements. The ASU is effective for fiscal quarters ending on
or after December 15, 2010. The adoption of this guidance did not have a material impact on the Company's results of
operations or financial position; however, additional disclosures are required for this ASU. See Note 3 to the
Consolidated Financial Statements.
In January 2011, the FASB issued Accounting Standards Update No. 2011-01, Deferral of the Effective Date of
Disclosures about Troubled Debt Restructurings in Update No. 2010-20 (“ASU No. 2011-01”). ASU No. 2011-01
deferred the effective date of troubled debt restructurings disclosure requirements for public entities to be concurrent with
the effective date of the guidance for determining what constitutes a troubled debt restructuring, as presented in proposed
Accounting Standards Update, Receivables (Topic 310): Clarifications to Accounting for Troubled Debt Restructurings
by Creditors. The ASU is anticipated to be effective for interim and annual periods ending after June 15, 2011. The
adoption of this guidance is not expected to have a material impact on the Company's results of operations or financial
position; however, additional disclosures will be required for this ASU.
Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies are
not expected to have a material impact on the Company's financial position, results of operations or cash flows.
Management of the Company has made a number of estimates and assumptions relating to reporting of assets
and liabilities and the disclosure of contingent assets and liabilities to prepare the accompanying consolidated financial
statements in conformity with GAAP. Actual results could differ from those estimates.
The remainder of management’s discussion and analysis of the Company’s results of operations and financial
position should be read in conjunction with the consolidated financial statements and related notes presented on pages A-
29 through A-63.
Results of Operations
Summary. The Company reported earnings of $1.8 million in 2010, or $0.33 basic and diluted net earnings per
common share before adjustment for preferred stock dividends and accretion as compared to $2.9 million, or $0.53 basic
and diluted net earnings per common share for 2009. After adjusting for dividends and accretion on preferred stock, net
earnings available to common shareholders for the year ended December 31, 2010 were $447,000 or $0.08 basic and
diluted net earnings per common share. The Company’s decrease in net earnings for 2010 is primarily attributable to an
to an increase in provision for loan losses, which was partially offset by an increase in net interest income, an increase in
non-interest income and a decrease in non-interest expense.
Net earnings for 2009 represented a decrease of 54% as compared to 2008 net earnings of $6.4 million or $1.14
basic net earnings per common share and $1.13 diluted net earnings per common share. The decrease in 2009 net
earnings was primarily attributable to an increase in provision for loan losses and an increase in non-interest expense,
which were partially offset by an increase in non-interest income.
The return on average assets in 2010 was 0.17%, compared to 0.29% in 2009 and 0.69% in 2008. The return on
average shareholders’ equity was 1.81% in 2010 compared to 2.88% in 2009 and 8.38% in 2008.
Net Interest Income. Net interest income, the major component of the Company's net income, is the amount by
which interest and fees generated by interest-earning assets exceed the total cost of funds used to carry them. Net interest
income is affected by changes in the volume and mix of interest-earning assets and interest-bearing liabilities, as well as
changes in the yields earned and rates paid. Net interest margin is calculated by dividing tax-equivalent net interest
income by average interest-earning assets, and represents the Company’s net yield on its interest-earning assets.
Net interest income for 2010 increased to $33.3 million compared to $32.9 million in 2009. This increase is
primarily attributable to a reduction in interest expense due to a decrease in the cost of funds for time deposits. Net
interest income increased slightly in 2009 from $32.8 million in 2008.
A-10
A-10
Table 1 sets forth for each category of interest-earning assets and interest-bearing liabilities, the average amounts
outstanding, the interest incurred on such amounts and the average rate earned or incurred for the years ended December
31, 2010, 2009 and 2008. The table also sets forth the average rate earned on total interest-earning assets, the average rate
paid on total interest-bearing liabilities, and the net yield on average total interest-earning assets for the same periods.
Yield information does not give effect to changes in fair value that are reflected as a component of shareholders’ equity.
Yields and interest income on tax-exempt investments have been adjusted to tax equivalent basis using an effective tax
rate of 38.55% for securities that are both federal and state tax exempt and an effective tax rate of 6.90% for state tax
exempt securities. Non-accrual loans and the interest income that was recorded on these loans, if any, are included in the
yield calculations for loans in all periods reported.
Table 1- Average Balance Table
(Dollars in thousands)
Interest-earning assets:
Loans
Interest rate derivative contracts
Loan fees
Total loans
Investments - taxable
Investments - nontaxable*
Federal funds sold
Other
December 31, 2010
December 31, 2009
December 31, 2008
Average
Balance
Interest
Yield /
Rate
Average
Balance
Interest
Yield /
Rate
Average
Balance
Interest
Yield /
Rate
$
757,532
-
-
757,532
110,493
109,304
89
21,636
38,674
1,518
75
40,267
3,490
5,096
-
103
5.11%
0.20%
0.01%
5.32%
3.16%
4.66%
0.00%
0.48%
782,464
-
-
782,464
81,642
79,493
704
12,377
40,058
3,114
39
43,211
3,477
4,226
1
53
5.12%
0.40%
0.00%
5.52%
4.26%
5.32%
0.14%
0.43%
747,203
-
-
747,203
26,591
89,262
3,050
10,319
46,808
3,403
393
50,604
1,253
4,924
55
293
6.26%
0.45%
0.05%
6.77%
4.71%
5.52%
1.80%
2.84%
Total interest-earning assets
999,054
48,956
4.90%
956,680
50,968
5.33%
876,425
57,129
6.52%
Cash and due from banks
Other assets
Allowance for loan losses
Total assets
Interest-bearing liabilities:
NOW accounts
Regular savings accounts
Money market accounts
Time deposits
FHLB / FRB borrowings
Demand notes payable to U.S. Treasury
Trust preferred securities
Other
46,124
49,765
(16,807)
$
1,078,136
$
133,401
82,018
96,736
405,300
71,989
815
20,619
38,991
31,225
41,866
(13,514)
1,016,257
21,331
41,626
(9,583)
929,799
1,674
879
919
6,786
3,285
-
411
394
1.25%
1.07%
0.95%
1.67%
4.56%
0.00%
1.99%
1.01%
112,452
35,762
94,537
412,127
84,547
805
20,619
35,411
1,373
368
1,224
9,687
3,596
-
546
393
1.22%
1.03%
1.29%
2.35%
4.25%
0.00%
2.65%
1.11%
92,612
17,423
93,564
406,127
79,417
859
20,619
29,857
1,269
50
1,930
15,008
3,616
14
1,016
624
1.37%
0.29%
2.06%
3.70%
4.55%
1.63%
4.93%
2.09%
Total interest-bearing liabilities
849,870
14,348
1.69%
796,260
17,187
2.16%
740,478
23,527
3.18%
Demand deposits
Other liabilities
Shareholders' equity
122,887
3,513
101,529
Total liabilities and shareholder's equity
$
1,077,799
117,197
2,428
101,162
1,017,047
111,192
4,021
76,241
931,932
Net interest spread
$
34,608
3.21%
33,781
3.17%
33,602
3.34%
Net yield on interest-earning assets
3.46%
3.53%
3.83%
Taxable equivalent adjustment
Investment securities
Net interest income
$
$
1,276
33,332
931
32,850
806
32,796
*Includes U.S. government agency securities that are non-taxable for state income tax purposes of $50.3 million in 2010, $45.5 million in 2009 and $63.6
million in 2008. An effective tax rate of 6.90% was used to calculate the tax equivalent yield on these securities.
Changes in interest income and interest expense can result from variances in both volume and rates. Table 2
describes the impact on the Company’s tax equivalent net interest income resulting from changes in average balances and
average rates for the periods indicated. The changes in interest due to both volume and rate have been allocated to
volume and rate changes in proportion to the relationship of the absolute dollar amounts of the changes in each.
A-11
A-11
Table 2 - Rate/Volume Variance Analysis-Tax Equivalent Basis
December 31, 2010
December 31, 2009
Changes in
average volume
Changes in
average rates
Total Increase
(Decrease)
Changes in
average volume
Changes in
average rates
Total Increase
(Decrease)
(Dollars in thousands)
Interest income:
Loans: Net of unearned income
($1,351)
(1,593)
(2,944)
2,168
(9,561)
(7,393)
Investments - taxable
Investments - nontaxable
Federal funds sold
Other
1,070
1,487
(1)
43
(1,057)
(617)
-
7
13
870
(1)
50
2,470
(529)
(23)
33
(246)
(169)
(31)
(273)
2,224
(698)
(54)
(240)
Total interest income
1,248
(3,260)
(2,012)
4,119
(10,280)
(6,161)
Interest expense:
NOW accounts
Regular savings accounts
Money market accounts
Time deposits
FHLB / FRB Borrowings
Demand notes payable to
U.S. Treasury
Trust Preferred Securities
Other
259
486
25
(137)
(554)
-
-
38
42
25
(330)
(2,764)
243
-
(135)
(37)
301
511
(305)
(2,901)
(311)
-
(135)
1
257
121
16
181
226
-
-
89
(153)
197
(722)
(5,502)
(246)
(14)
(470)
(320)
104
318
(706)
(5,321)
(20)
(14)
(470)
(231)
Total interest expense
117
(2,956)
(2,839)
890
(7,230)
(6,340)
Net interest income
$1,131
(304)
827
3,229
(3,050)
179
Net interest income on a tax equivalent basis totaled $34.6 million in 2010 as compared to $33.8 million in 2009.
The interest rate spread, which represents the rate earned on interest-earning assets less the rate paid on interest-bearing
liabilities, was 3.21% in 2010, an increase from the 2009 net interest spread of 3.17%. The net yield on interest-earning
assets in 2010 decreased to 3.46% from the 2009 net yield on interest-earning assets of 3.53%.
Tax equivalent interest income decreased $2.0 million or 4% in 2010 primarily due to a reduction loan balances
and in increase in non-performing loans. The yield on interest-earning assets decreased to 4.90% in 2010 from 5.33% in
2009. Average interest-earning assets increased $42.4 million primarily as the result of a $58.7 million increase in
average investment securities, which was partially offset by a $24.9 million decrease in the average outstanding balance
of loans. All other interest-earning assets including federal funds sold were $21.7 million in 2010 and $13.1 million in
2009.
Interest expense decreased $2.8 million or 17% in 2010 due to a decrease in the average rate paid on interest-
bearing liabilities. The cost of funds decreased to 1.69% in 2010 from 2.16% in 2009. This decrease in the cost of funds
was primarily attributable to decreases in the average rate paid on interest-bearing checking and savings accounts and
certificates of deposit. The $53.6 million growth in average interest-bearing liabilities was primarily attributable to an
increase in interest-bearing checking and savings accounts of $69.4 million to $312.2 million in 2010 from $242.8 million
in 2009.
In 2009 net interest income on a tax equivalent basis increased $33.8 million in 2009 from $33.6 million in 2008.
The interest rate spread was 3.17% in 2009, a decrease from the 2008 net interest spread of 3.34%. The net yield on
interest-earning assets in 2009 decreased to 3.53% from the 2008 net yield on interest-earning assets in of 3.83 %.
Provision for Loan Losses. Provisions for loan losses are charged to income in order to bring the total allowance
for loan losses to a level deemed appropriate by management of the Company based on factors such as
A-12
management’s judgment as to losses within the Company’s loan portfolio, including the valuation of impaired loans, loan
growth, net charge-offs, changes in the composition of the loan portfolio, delinquencies and management’s assessment of
the quality of the loan portfolio and general economic climate.
The provision for loan losses was $16.4 million, $10.5 million, and $4.8 million for the years ended December
31, 2010, 2009 and 2008, respectively. The increase in the provision for loan losses for 2010 is primarily attributable to
an increase in non-performing assets and a $10.2 million increase in net charge-offs. Please see the section below entitled
“Allowance for Loan Losses” for a more complete discussion of the Bank’s policy for addressing potential loan losses.
Non-Interest Income. Non-interest income for 2010 totaled $13.9 million, an increase of $2.1 million or 17%
from non-interest income of $11.8 million for 2009. This increase in non-interest income is primarily attributable to a
$2.0 million increase in gains on sale of securities.
Non-interest income for 2009 increased $1.3 million or 13% from non-interest income of $10.5 million for 2008.
The increase in non-interest income for 2009 are primarily due to an increase gains on sale of securities.
The Company periodically evaluates its investments for any impairment which would be deemed other than
temporary. As part of its evaluation in 2010, the Company determined that the fair values of two equity securities were less
than the original cost of the investments and that the decline in fair value was not temporary in nature. As a result, the
Company wrote down its original investments by $291,000. The remaining fair value of the investments at December 31,
2010 was approximately $409,000. Similarly, as part of its evaluation in 2009, the Company wrote down three equity
securities by $723,000. The remaining fair value of the investments at December 31, 2009 was $11,000.
During the year ended 2008, the Company wrote down one investment by $300,000. The remaining fair value of
the investment at December 31, 2008 was $22,000.
Net losses on other real estate and repossessed assets were $704,000, $501,000 and $287,000 for 2010, 2009 and
2008, respectively. The increases in net losses on other real estate and repossessed assets during 2010, 2009 and 2008
were primarily attributable to increased write-downs on foreclosed property during the years ended December 31, 2010,
2009 and 2008. Management determined that the market value of these assets had decreased significantly and charges
were appropriate in 2010, 2009 and 2008.
Table 3 presents a summary of non-interest income for the years ended December 31, 2010, 2009 and 2008.
Table 3 - Non-Interest Income
(Dollars in thousands)
Service charges
Other service charges and fees
Other than temporary impairment losses
Gain on sale of securities
Mortgage banking income
Insurance and brokerage commissions
Loss on foreclosed and repossessed assets
Miscellaneous
Total non-interest income
2010
$
5,626
2,195
(291)
3,348
532
390
(704)
2,788
13,884
$
2009
2008
5,573
2,058
(723)
1,795
827
414
(501)
2,380
11,823
5,203
2,399
(300)
133
660
426
(287)
2,261
10,495
Non-Interest Expense. Total non-interest expense amounted to $28.9 million for 2010, a decrease of 3% from
2009. Non-interest expense for 2009 increased 3% to $29.9 million from non-interest expense of $28.9 million for 2008.
Salary and employee benefit expense was $14.1 million in 2010, compared to $14.8 million during 2009, a
decrease of $634,000 or 4%, following a $436,00 or 3% decrease in salary and employee benefit expense in 2009 from
2008. The decrease in salary and employee benefits in 2010 was primarily due to a reduction in supplemental retirement
plan expense. The decrease in salary and employee benefits in 2009 was primarily attributable to a reduction in incentive
expense.
A-13
A-13
Table 4 presents a summary of non-interest expense for the years ended December 31, 2010, 2009 and 2008.
Table 4 - Non-Interest Expense
(Dollars in thousands)
Salaries and wages
Employee benefits
Total personnel expense
Occupancy expense
Office supplies
FDIC deposit insurance
Professional services
Postage
Telephone
Director fees and expense
Advertising
Consulting fees
Taxes and licenses
Other operating expense
Total non-interest expense
2010
2009
2008
$
$
11,408
2,716
14,124
5,436
391
1,434
467
352
629
263
714
288
320
4,530
28,948
11,530
3,228
14,758
5,409
426
1,766
358
342
616
350
860
198
248
4,552
29,883
$
$
11,591
3,603
15,194
5,029
564
547
422
360
476
450
1,076
385
193
4,197
28,893
Income Taxes. The Company reported an income tax benefit of $11,000 for the year ended December 31, 2010.
Total income tax expense was $1.3 million in 2009 compared to $3.2 million in 2008 and $5.3 million in 2007. The
Company’s effective tax rates were -0.60%, 31.47% and 33.46% in 2010, 2009 and 2008, respectively. The decrease in
the effective tax rate in 2010 is primarily due to an increase in non-taxable investment income combined with a decrease
in earnings before taxes.
Liquidity. The objectives of the Company’s liquidity policy are to provide for the availability of adequate funds
to meet the needs of loan demand, deposit withdrawals, maturing liabilities and to satisfy regulatory requirements. Both
deposit and loan customer cash needs can fluctuate significantly depending upon business cycles, economic conditions
and yields and returns available from alternative investment opportunities. In addition, the Company’s liquidity is
affected by off-balance sheet commitments to lend in the form of unfunded commitments to extend credit and standby
letters of credit. As of December 31, 2010 such unfunded commitments to extend credit were $137.0 million, while
commitments in the form of standby letters of credit totaled $3.6 million.
The Company uses several sources to meet its liquidity requirements. The primary source is core deposits,
which includes demand deposits, savings accounts and non-brokered certificates of deposits of denominations less than
$100,000. The Company considers these to be a stable portion of the Company’s liability mix and the result of on-going
consumer and commercial banking relationships. As of December 31, 2010, the Company’s core deposits totaled $592.7
million, or 71% of total deposits.
The other sources of funding for the Company are through large denomination certificates of deposit, including
brokered deposits, federal funds purchased, securities under agreement to repurchase and FHLB borrowings. The Bank is
also able to borrow from the Federal Reserve on a short-term basis. The Bank’s policies include the ability to access
wholesale funding up to 40% of total assets. The Bank’s wholesale funding includes FHLB borrowings, FRB
borrowings, brokered deposits, internet certificates of deposit and certificates of deposit issued to the State of North
Carolina. The Company’s ratio of wholesale funding to total assets was 8.69% as of December 31, 2010.
At December 31, 2010, the Bank had a significant amount of deposits in amounts greater than $100,000,
including brokered deposits of $87.4 million, which have an average maturity of 13 months. Brokered deposits include
certificates of deposit participated through the Certificate of Deposit Account Registry Service (CDARS) on behalf of
local customers. CDARS balances totaled $53.0 million as of December 31, 2010. The balance and cost of brokered
deposits are more susceptible to changes in the interest rate environment than other deposits. Access to the brokered
deposit market could be restricted if the Bank were to fall below the well capitalized level. For additional information,
please see the section below entitled “Deposits.”
The Bank has a line of credit with the FHLB equal to 20% of the Bank’s total assets, with an outstanding
balance of $70.0 million at December 31, 2010. At December 31, 2010, the carrying value of loans pledged as collateral
totaled approximately $153.8 million. As additional collateral, the Bank has pledged securities to FHLB. At December
31, 2010, the market value of securities pledged to FHLB totaled $10.0 million. The remaining availability at FHLB was
A-14
A-14
$7.2 million at December 31, 2010. The Bank had no borrowings from the FRB at December 31, 2010. The FRB
borrowings are collateralized by a blanket assignment on all qualifying loans that the Bank owns which are not pledged to
the FHLB. At December 31, 2010, the carrying value of loans pledged as collateral to the FRB totaled approximately
$348.9 million.
The Bank also had the ability to borrow up to $55.5 million for the purchase of overnight federal funds from five
correspondent financial institutions as of December 31, 2010.
The liquidity ratio for the Bank, which is defined as net cash, interest-bearing deposits with banks, federal funds
sold and certain investment securities, as a percentage of net deposits and short-term liabilities was 25.87% at December
31, 2010, 19.10% at December 31, 2009 and 11.71% at December 31, 2008. The minimum required liquidity ratio as
defined in the Bank’s Asset/Liability and Interest Rate Risk Management Policy for on balance sheet liquidity is 10%.
As disclosed in the Company’s Consolidated Statements of Cash Flows included elsewhere herein, net cash
provided by operating activities was approximately $17.8 million during 2010. Net cash used in investing activities of
$44.0 million consisted primarily of purchases of available-for-sale investments totaling $232.9 million, which were
partially offset by maturities, calls and sales of available-for-sale investments, which totaled $152.7 million. Net cash
provided by financing activities amounted to $18.9 million, primarily from a $29.4 million net increase in deposits, which
was partially offset by a reduction in FRB borrowings of $7.0 million.
Asset Liability and Interest Rate Risk Management. The objective of the Company’s Asset Liability and Interest
Rate Risk strategies is to identify and manage the sensitivity of net interest income to changing interest rates and to
minimize the interest rate risk between interest-earning assets and interest-bearing liabilities at various maturities. This is
done in conjunction with the need to maintain adequate liquidity and the overall goal of maximizing net interest income.
Table 5 presents an interest rate sensitivity analysis for the interest-earning assets and interest-bearing liabilities for the
year ended December 31, 2010.
Table 5 - Interest Sensitivity Analysis
(Dollars in thousands)
Interest-earning assets:
Loans
Mortgage loans held for sale
Investment securities available for sale
Interest-bearing deposit accounts
Certificates of deposit
Other interest-earning assets
Immediate
$
448,896
3,814
-
1,456
-
-
1-3
months
4-12
months
Total
Within One
Year
Over One
Year & Non-
sensitive
9,683
-
9,743
-
-
-
14,514
-
28,959
-
735
-
473,093
3,814
38,702
1,456
735
-
253,067
-
233,747
-
-
6,369
Total
726,160
3,814
272,449
1,456
735
6,369
Total interest-earning assets
454,166
19,426
44,208
517,800
493,183
1,010,983
Interest-bearing liabilities:
NOW, savings, and money market deposits
Time deposits
Other short term borrowings
FHLB borrowings
Securities sold under
agreement to repurchase
Trust preferred securities
332,511
24,318
1,600
-
34,094
-
-
92,162
-
-
-
20,619
-
126,852
-
-
-
-
332,511
243,332
1,600
-
34,094
20,619
-
148,077
-
70,000
332,511
391,409
1,600
70,000
-
-
34,094
20,619
Total interest-bearing liabilities
392,523
112,781
126,852
632,156
218,077
850,233
Interest-sensitive gap
$
61,643
(93,355)
(82,644)
(114,356)
275,106
160,750
Cumulative interest-sensitive gap
$
61,643
(31,712)
(114,356)
(114,356)
160,750
Interest-earning assets as a percentage of
interest-bearing liabilities
115.70%
17.22%
34.85%
81.91%
226.15%
A-15
The Company manages its exposure to fluctuations in interest rates through policies established by the
Asset/Liability Committee (“ALCO”) of the Bank. The ALCO meets monthly and has the responsibility for approving
asset/liability management policies, formulating and implementing strategies to improve balance sheet positioning and/or
earnings and reviewing the interest rate sensitivity of the Company. ALCO tries to minimize interest rate risk between
interest-earning assets and interest-bearing liabilities by attempting to minimize wide fluctuations in net interest income
due to interest rate movements. The ability to control these fluctuations has a direct impact on the profitability of the
Company. Management monitors this activity on a regular basis through analysis of its portfolios to determine the
difference between rate sensitive assets and rate sensitive liabilities.
The Company’s rate sensitive assets are those earning interest at variable rates and those with contractual
maturities within one year. Rate sensitive assets therefore include both loans and available for sale securities. Rate
sensitive liabilities include interest-bearing checking accounts, money market deposit accounts, savings accounts, time
deposits and borrowed funds. As shown in Table 5, the Company’s balance sheet is asset-sensitive, meaning that in a
given period there will be more assets than liabilities subject to immediate repricing as interest rates change in the market.
Because most of the Company’s loans are tied to the prime rate, they reprice more rapidly than rate sensitive interest-
bearing deposits. During periods of rising rates, this results in increased net interest income. The opposite occurs during
periods of declining rates. Rate sensitive assets at December 31, 2010 totaled $1.0 billion, exceeding rate sensitive
liabilities of $850.2 million by $160.8 million.
Included in the rate sensitive assets are $418.7 million in variable rate loans indexed to prime rate subject to
immediate repricing upon changes by the Federal Open Market Committee (“FOMC”). The Bank utilizes interest rate
floors on certain variable rate loans to protect against further downward movements in the prime rate. At December 31,
2010, the Bank had $322.9 million in loans with interest rate floors. The floors were in effect on $320.8 million of these
loans pursuant to the terms of the promissory notes on these loans. The weighted average rate on these loans is 1.12%
higher than the indexed rate on the promissory notes without interest rate floors.
The Company has an overall interest rate risk management strategy that incorporates the use of derivative
instruments to minimize significant unplanned fluctuations in earnings that are caused by interest rate volatility. By using
derivative instruments, the Company is exposed to credit and market risk. If the counterparty fails to perform, credit risk
is equal to the extent of the fair-value gain in the derivative. The Company minimizes the credit risk in derivative
instruments by entering into transactions with high-quality counterparties that are reviewed periodically by the Company.
As of December 31, 2010, the Company had a cash flow hedge with a notional amount of $50.0 million. This derivative
instrument consists of one interest rate swap contract. The interest rate swap contract is used to convert $50.0 million of
variable rate loans to a fixed rate. Under the swap contract, the Company receives a fixed rate of 6.245% and pays a
variable rate based on the current prime rate (3.25% at December 31, 2010) on the notional amount of $50.0 million. The
swap agreement matures in June 2011. The Company recognized $1.5 million in interest income on interest rate
derivative contracts during the year ended December 31, 2010. Based on the current interest rate environment, it is
expected the Company will continue to receive income on this interest rate contract through June 2011. The effective
portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in
Accumulated Other Comprehensive Income and is subsequently reclassified into earnings in the period that the hedged
forecasted transaction affects earnings. During 2010, such derivatives were used to hedge the variable cash inflows
associated with existing pools of prime-based loan assets. The ineffective portion of the change in fair value of the
derivatives is recognized directly in earnings. The Company recognized a hedge ineffectiveness gain of $1,000 in
earnings during the year ended December 31, 2009.
Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to
interest income or expense as interest payments are received/made on the Company’s variable-rate assets/liabilities.
During the next twelve months, the Company estimates that $648,000 will be reclassified as an increase to interest
income.
Table 6 presents additional information on the Company’s derivative financial instruments as of December 31,
2010.
Table 6 - Derivative Instruments
(Dollars in thousands)
Type of Derivative
Interest rate swap contact expiring 06/01/11
Notional
Amount
50,000
50,000
$
Contract
Rate
6.245%
Year-to-date Income
$
1,518
1,518
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An analysis of the Company’s financial condition and growth can be made by examining the changes and trends
in interest-earning assets and interest-bearing liabilities. A discussion of these changes and trends follows.
Analysis of Financial Condition
Investment Securities. All of the Company’s investment securities are held in the available-for-sale (“AFS”)
category. At December 31, 2010 the market value of AFS securities totaled $272.4 million, compared to $195.1 million
and $124.9 million at December 31, 2009 and 2008, respectively. The increase in 2010 investment securities reflects the
investment of additional funds received from growth in deposits and a decrease in loans. Table 7 presents the market
value of the AFS securities held at December 31, 2010, 2009 and 2008.
Table 7 - Summary of Investment Portfolio
(Dollars in thousands)
Obligations of United States government
sponsored enterprises
2010
2009
2008
$
42,640
41,142
44,336
Obligations of states and political subdivisions
87,829
Mortgage-backed securities
139,361
107,526
Trust preferred securities
Equity securities
Total securities
1,250
1,369
1,250
861
$
272,449
195,115
124,916
58,487
26,973
37,271
1,250
935
The composition of the investment securities portfolio reflects the Company’s investment strategy of
maintaining an appropriate level of liquidity while providing a relatively stable source of income. The investment
portfolio also provides a balance to interest rate risk and credit risk in other categories of the balance sheet while
providing a vehicle for the investment of available funds, furnishing liquidity, and supplying securities to pledge as
required collateral for certain deposits.
The Company’s investment portfolio consists of U.S. government sponsored enterprise securities, municipal
securities, U.S. government enterprise sponsored mortgage-backed securities, and trust preferred securities and equity
securities. AFS securities averaged $219.8 million in 2010, $161.1 million in 2009 and $115.9 million in 2008. Table 8
presents the amortized cost of AFS securities held by the Company by maturity category at December 31, 2010. Yield
information does not give effect to changes in fair value that are reflected as a component of shareholders’ equity. Yields
are calculated on a tax equivalent basis. Yields and interest income on tax-exempt investments have been adjusted to tax
equivalent basis using an effective tax rate 38.55% for securities that are both federal and state tax exempt and an
effective tax rate of 6.90% for state tax exempt securities.
Table 8 - Maturity Distribution and Weighted Average Yield on Investments
(Dollars in thousands)
Amount
Yield
Amount
Yield
Amount
Yield
Amount
Yield
Amount
Yield
One Year or Less
Through 5 Years
Through 10 Years
After 10 Years
Totals
After One Year
After 5 Years
Book value:
United States Government
sponsored enterprises
$
85
States and political subdivisions
Mortgage backed securities
Trust preferred securities
Equity securities
3,626
32,373
-
-
3.28%
4.69%
3.11%
-
-
35,248
18,083
88,814
2.94%
3.82%
3.08%
-
-
-
-
6,179
47,826
13,786
1,000
-
2.98%
3.57%
3.00%
4.40%
-
1,128
18,295
4,388
250
982
3.27%
4.25%
3.33%
5.30%
0.00%
42,640
87,831
139,361
1,250
982
3.09%
4.08%
3.12%
4.94%
0.00%
Total securities
$
36,084
2.22%
142,145
1.97%
68,791
2.79%
25,043
3.23%
272,063
3.05%
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A-17
Loans. The loan portfolio is the largest category of the Company’s earning assets and is comprised of
commercial loans, real estate mortgage loans, real estate construction loans and consumer loans. The Company grants
loans and extensions of credit primarily within the Catawba Valley region of North Carolina, which encompasses
Catawba, Alexander, Iredell and Lincoln counties and also in Mecklenburg, Union and Wake counties in North Carolina.
Although the Company has a diversified loan portfolio, a substantial portion of the loan portfolio is
collateralized by real estate, which is dependent upon the real estate market. Real estate mortgage loans include both
commercial and residential mortgage loans. At December 31, 2010, the Company had $124.0 million in residential
mortgage loans, $99.9 million in home equity loans and $283.6 million in commercial mortgage loans, which include
$219.9 million using commercial property as collateral and $63.7 million using residential property as collateral.
Residential mortgage loans include $68.4 million made to customers in the Company’s traditional banking offices and
$55.6 million in mortgage loans originated in the Company’s Latino banking operations. All residential mortgage loans
are originated as fully amortizing loans, with no negative amortization.
At December 31, 2010, the Company had $124.0 million in acquisition, development and construction
(“AD&C”) loans. Table 9 presents a breakout of these loans.
Table 9 - AD&C Loans
(Dollars in thousands)
Land acquisition and development - commercial purposes
Land acquisition and development - residential purposes
1 to 4 family residential construction
Commercial construction
Total acquisition, development and construction
Number of
Loans
81
371
45
3
500
Balance
Outstanding
25,190
$
84,499
13,039
1,320
124,048
$
Non-accrual
Balance
$
3,292
19,053
342
248
22,935
$
The mortgage loans originated in the traditional banking offices are generally 15 to 30 year fixed rate loans with
attributes that prevent the loans from being sellable in the secondary market. These factors may include higher loan-to-
value ratio, limited documentation on income, non-conforming appraisal or non-conforming property type; these loans
are generally made to existing Bank customers. These loans have been originated throughout the Company’s five county
service area, with no geographic concentration. At December 31, 2010, there were 166 loans mortgage loans originated
in the traditional banking offices with an outstanding balance of $17.4 million that were 30 days or more past due and 79
loans with an outstanding balance of $9.4 million in non-accrual.
The mortgage loans originated in the Company’s Latino operations are primarily adjustable rate mortgage loans
that adjust annually after the end of the first five years of the loan. The loans are tied to the one-year T-Bill index and, if
they were to adjust at December 31, 2010, would have a reduction in the interest rate on the loan. The underwriting on
these loans includes both full income verification and no income verification, with loan-to-value ratios of up to 95%
without private mortgage insurance. A majority of these loans would be considered subprime loans, as they were
underwritten using stated income rather than fully documented income verification. No other loans in the Company’s
portfolio would be considered subprime. The majority of these loans have been originated within the Charlotte, NC
metro area (Mecklenburg County). At this time, Charlotte has experienced a decline in values within the residential real
estate market. At December 31, 2010 there were 148 loans with an outstanding balance of $16.0 million 30 days or more
past due and 37 loans with an outstanding balance of $3.5 million in non-accrual. Total losses on this portfolio, since the
first loans were originated in 2004, have amounted to approximately $1.2 million through December 31, 2010.
As a recipient of CPP funds, the Bank will continue to work with delinquent borrowers in an attempt to mitigate
foreclosure. The funds have been used to absorb losses incurred when modifying loans or making concessions to
borrowers in order to keep borrowers out of foreclosure.
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The composition of the Company’s loan portfolio is presented in Table 10.
Table 10 - Loan Portfolio
(Dollars in thousands)
Breakdown of loan receivables:
Commercial
Real estate - mortgage
Real estate - construction
Consumer
2010
2009
2008
2007
2006
Amount
% of
Loans
Amount
% of
Loans
Amount
% of
Loans
Amount
% of
Loans
Amount
% of
Loans
$
60,994
507,250
124,048
33,868
8.40%
69.85%
17.08%
4.66%
$
67,487
512,963
169,680
27,926
8.67%
65.93%
21.81%
3.59%
76,945
474,732
216,188
13,323
9.85%
60.77%
27.67%
1.71%
82,190
417,709
209,644
12,734
11.38%
57.83%
29.03%
1.76%
85,064
364,595
187,960
13,762
13.06%
55.97%
28.86%
2.11%
Total loans
$
726,160
100.00%
$
778,056
100.00%
781,188
100.00%
722,277
100.00%
651,381
100.00%
Less: Allowance for loan losses
15,493
15,413
Net loans
$
710,667
$
762,643
11,025
770,163
9,103
713,174
8,303
643,078
As of December 31, 2010, gross loans outstanding were $726.2 million, a decrease of $51.9 million from the
December 31, 2009 balance of $778.1 million. Commercial loans decreased $6.5 million in 2010. Real estate mortgage
loans decreased $5.7 million when compared to 2009. Real estate construction loans decreased $45.6 million in 2010 as a
result of a decrease in AD&C loans. Consumer loans increased $5.9 million in 2010. Loans originated or renewed
during the year ended December 31, 2010 amounting to approximately $85.5 million were offset by paydowns and
payoffs of existing loans. Average loans represented 76% and 82% of total earning assets for the years ended December
31, 2010 and 2009, respectively. The Company had $3.8 million and $2.8 million in mortgage loans held for sale as of
December 31, 2010 and 2009, respectively.
At December 31, 2010, troubled debt restructured (“TDR”) loans amounted to $56.7 million, including $10.0
million in performing TDR loans. The terms of these loans have been renegotiated to provide a reduction in principal or
interest as a result of the deteriorating financial position of the borrower. At December 31, 2009, TDR loans amounted to
$9.2 million, including $3.8 million in performing TDR loans. The increase in TDR loans at December 31, 2010
compared to December 31, 2009 is primarily due to the classification of all non-accrual loans as TDR as of December 31,
2010.
Table 11 identifies the maturities of all loans as of December 31, 2010 and addresses the sensitivity of these
loans to changes in interest rates.
Table 11 - Maturity and Repricing Data for Loans
(Dollars in thousands)
Commercial
Real estate - mortgage
Real estate - construction
Consumer
Within one
year or less
$
50,968
287,256
114,322
20,548
After one year
through five
years
After five
years
9,220
151,011
8,479
11,884
806
68,983
1,247
1,436
Total loans
60,994
507,250
124,048
33,868
Total loans
$
473,094
180,594
72,472
726,160
Total fixed rate loans
Total floating rate loans
$
25,349
447,745
148,198
32,396
72,472
-
246,019
480,141
Total loans
$
473,094
180,594
72,472
726,160
In the normal course of business, there are various commitments outstanding to extend credit that are not
reflected in the financial statements. At December 31, 2010, outstanding loan commitments totaled $137.0 million.
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition
established in the commitment contract. Commitments generally have fixed expiration dates or other termination clauses
and may require payment of a fee. Since many of the commitments may expire without being drawn upon, the total
commitment amounts do not necessarily represent future cash requirements. Additional information regarding
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A-19
commitments is provided below in the section entitled “Contractual Obligations” and in Note 10 to the Consolidated
Financial Statements.
Allowance for Loan Losses. The allowance for loan losses reflects management's assessment and estimate of the
risks associated with extending credit and its evaluation of the quality of the loan portfolio. The Bank periodically
analyzes the loan portfolio in an effort to review asset quality and to establish an allowance for loan losses that
management believes will be adequate in light of anticipated risks and loan losses. In assessing the adequacy of the
allowance, size, quality and risk of loans in the portfolio are reviewed. Other factors considered are:
• the Bank’s loan loss experience;
• the amount of past due and non-performing loans;
• specific known risks;
• the status and amount of other past due and non-performing assets;
• underlying estimated values of collateral securing loans;
• current and anticipated economic conditions; and
• other factors which management believes affect the allowance for potential credit losses.
Management uses several measures to assess and monitor the credit risks in the loan portfolio, including a loan
grading system that begins upon loan origination and continues until the loan is collected or collectibility becomes
doubtful. Upon loan origination, the Bank’s originating loan officer evaluates the quality of the loan and assigns one of
nine risk grades. The loan officer monitors the loan’s performance and credit quality and makes changes to the credit
grade as conditions warrant. When originated or renewed, all loans over a certain dollar amount receive in-depth reviews
and risk assessments by the Bank’s Credit Administration. Before making any changes in these risk grades, management
considers assessments as determined by the third party credit review firm (as described below), regulatory examiners and
the Bank’s Credit Administration. Any issues regarding the risk assessments are addressed by the Bank’s senior credit
administrators and factored into management’s decision to originate or renew the loan. The Bank’s Board of Directors
reviews, on a monthly basis, an analysis of the Bank’s reserves relative to the range of reserves estimated by the Bank’s
Credit Administration.
As an additional measure, the Bank engages an independent third party to review the underwriting,
documentation and risk grading analyses. This independent third party reviews and evaluates all loan relationships greater
than $1.0 million. The third party’s evaluation and report is shared with management and the Bank’s Board of Directors.
Management considers certain commercial loans with weak credit risk grades to be individually impaired and
measures such impairment based upon available cash flows and the value of the collateral. Allowance or reserve levels
are estimated for all other graded loans in the portfolio based on their assigned credit risk grade, type of loan and other
matters related to credit risk.
Management uses the information developed from the procedures described above in evaluating and grading the
loan portfolio. This continual grading process is used to monitor the credit quality of the loan portfolio and to assist
management in estimating the allowance for loan losses.
The allowance for loan losses is comprised of three components: specific reserves, general reserves and
unallocated reserves. After a loan has been identified as impaired, management measures impairment. When the
measure of the impaired loan is less than the recorded investment in the loan, the amount of the impairment is recorded as
a specific reserve. These specific reserves are determined on an individual loan basis based on management’s current
evaluation of the Company’s loss exposure for each credit, given the appraised value of any underlying collateral. Loans
for which specific reserves are provided are excluded from the general allowance calculations as described below.
The general allowance reflects reserves established for collective loan impairment. These reserves are based
upon historical net charge-offs using the last two years’ experience. This charge-off experience may be adjusted to reflect
the effects of current conditions. The Bank considers information derived from its loan risk ratings and external data
related to industry and general economic trends.
The unallocated allowance is determined through management’s assessment of probable losses that are in the
portfolio but are not adequately captured by the other two components of the allowance, including consideration of
current economic and business conditions and regulatory requirements. The unallocated allowance also reflects
management’s acknowledgement of the imprecision and subjectivity that underlie the modeling of credit risk. Due to the
subjectivity involved in determining the overall allowance, including the unallocated portion, this unallocated portion
may fluctuate from period to period based on management’s evaluation of the factors affecting the assumptions used in
calculating the allowance.
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A-20
Management considers the allowance for loan losses adequate to cover the estimated losses inherent in the
Company’s loan portfolio as of the date of the financial statements. Management believes it has established the allowance
in accordance with GAAP and in consideration of the current economic environment. Although management uses the best
information available to make evaluations, significant future additions to the allowance may be necessary based on
changes in economic and other conditions, thus adversely affecting the operating results of the Company.
There were no significant changes in the estimation methods or fundamental assumptions used in the evaluation
of the allowance for loan losses for the year ended December 31, 2010 as compared to the year ended December 31,
2009. Such revisions, estimates and assumptions are made in any period in which the supporting factors indicate that loss
levels may vary from the previous estimates.
Additionally, various regulatory agencies, as an integral part of their examination process, periodically review
the Bank’s allowance for loan losses. Such agencies may require adjustments to the allowance based on their judgments
of information available to them at the time of their examinations. Management believes it has established the allowance
for credit losses pursuant to GAAP, and has taken into account the views of its regulators and the current economic
environment.
Net charge-offs for 2010 were $16.4 million. The ratio of net charge-offs to average total loans was 2.16% in
2010, 0.79% in 2009 and 0.38% in 2008. The Bank strives to proactively work with its customers to identify potential
problems. If found, the Bank works to quickly recognize identifiable losses and to establish a plan, with the borrower, if
possible, to have the loans paid off. This process increased the levels of charge-offs and provision for loan losses in
2010. Management expects the ratio of net charge-offs to average total loans to increase again in 2011 due to the
recessionary economic conditions and the decline in real estate values and new home sales. The allowance for loan
losses was $15.5 million or 2.13% of total loans outstanding at December 31, 2010. For December 31, 2009 and 2008,
the allowance for loan losses amounted to $15.4 million or 1.98% of total loans outstanding and $11.0 million, or 1.41%
of total loans outstanding, respectively. Management would expect provision expense and the percentage of the
allowance for loan losses to total loans to increase in 2011 if non-performing loans and net charge-offs continue to
increase as a result of the current recessionary economic conditions.
Table 12 presents the percentage of loans assigned to each risk grade along with the general reserve percentage
applied to loans in each risk grade at December 31, 2010 and 2009.
Table 12 - Loan Risk Grade Analysis
Risk Grade
Risk Grade 1 (Excellent Quality)
Risk Grade 2 (High Quality)
Risk Grade 3 (Good Quality)
Risk Grade 4 (Management Attention)
Risk Grade 5 (Watch)
Risk Grade 6 (Substandard)
Risk Grade 7 (Low Substandard)
Risk Grade 8 (Doubtful)
Risk Grade 9 (Loss)
* Excludes non-accrual loans
Percentage of Loans
By Risk Grade*
2010
2009
3.36%
16.60%
47.00%
21.31%
2.84%
3.09%
0.00%
0.00%
0.00%
3.51%
16.30%
50.99%
17.12%
7.41%
1.45%
0.04%
0.00%
0.00%
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A-21
Table 13 presents an analysis of the allowance for loan losses, including charge-off activity.
Table 13 - Analysis of Allowance for Loan Losses
(Dollars in thousands)
Allowance for loan losses at beginning
2010
15,413
$
2009
11,025
$
2008
9,103
2007
8,303
2006
7,425
Loans charged off:
Commercial
Real estate - mortgage
Real estate - construction
Consumer
1,730
4,194
10,224
763
697
3,384
1,754
835
249
1,506
644
748
414
471
252
489
505
568
250
636
Total loans charged off
16,911
6,670
3,147
1,626
1,959
Recoveries of losses previously charged off:
Commercial
Real estate - mortgage
Real estate - construction
Consumer
Total recoveries
62
162
89
240
553
111
161
36
215
523
87
8
30
150
275
86
21
102
179
388
64
108
2
150
324
Net loans charged off
16,358
6,147
2,872
1,238
1,635
Provision for loan losses
16,438
10,535
4,794
2,038
2,513
Allowance for loan losses at end of year
$
15,493
$
15,413
11,025
9,103
8,303
Loans charged off net of recoveries, as
a percent of average loans outstanding
Allowance for loan losses as a percent
of total loans outstanding at end of year
2.16%
0.79%
0.38%
0.19%
0.27%
2.13%
1.98%
1.41%
1.26%
1.27%
Non-performing Assets. Non-performing assets totaled $46.9 million at December 31, 2010 or 4.40% of total
assets, compared to $28.8 million at December 31, 2009, or 2.74% of total assets. Non-accrual loans were $40.1 million
at December 31, 2010 and $22.8 million at December 31, 2009. As a percentage of total loans outstanding, non-accrual
loans were 5.52% at December 31, 2010 compared to 2.93% at December 31, 2009. Non-performing loans include $23.1
million in AD&C loans, $16.2 million in commercial and residential mortgage loans and $1.0 million in other loans at
December 31, 2010 as compared to $4.8 million in AD&C loans, $18.3 million in commercial and residential mortgage
loans and $1.7 million in other loans as of December 31, 2009. Included in AD&C non-accrual loans at December 31,
2010 is $10.9 million in loans to the largest AD&C relationship in the Bank that are current but whose repayment is
dependent upon the underlying collateral and whose terms are interest only. The Bank had loans 90 days past due and
still accruing totaling $211,000 and $2.0 million as of December 31, 2010 and December 31, 2009, respectively. Other
Real Estate Owned totaled $6.7 million as of December 31, 2010 as compared to $4.0 million at December 31, 2009. The
Bank had no repossessed assets as of December 31, 2010 and December 31, 2009.
At December 31, 2010, the Company had non-performing loans, defined as non-accrual and accruing loans past
due more than 90 days, of $40.3 million or 5.52% of total loans. Non-performing loans at December 31, 2009 were $24.8
million, or 3.18% of total loans.
Management continually monitors the loan portfolio to ensure that all loans potentially having a material adverse
impact on future operating results, liquidity or capital resources have been classified as non-performing. Should
economic conditions deteriorate, the inability of distressed customers to service their existing debt could cause higher
levels of non-performing loans. Management anticipates continued weakness in the housing market, which combined
with the current economic conditions could result in higher levels of non-performing loans in 2011.
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It is the general policy of the Company to stop accruing interest income and place the recognition of interest on a
cash basis when a loan is placed on non-accrual status and any interest previously accrued but not collected is reversed
against current income. Generally a loan is placed on non-accrual status when it is over 90 days past due and there is
reasonable doubt that all principal will be collected.
A summary of non-performing assets at December 31 for each of the years presented is shown in Table 14.
Table 14 - Non-performing Assets
(Dollars in thousands)
Non-accrual loans
Loans 90 days or more past due and still accruing
Total non-performing loans
All other real estate owned
Total non-performing assets
As a percent of total loans at year end
Non-accrual loans
Loans 90 days or more past due and still accruing
Total non-performing assets
Total non-performing assets
$
$
2010
40,062
210
40,272
6,673
46,945
2009
22,789
1,977
24,766
3,997
28,763
$
$
2008
11,815
514
12,329
1,867
14,196
2007
7,987
-
7,987
483
8,470
2006
7,560
78
7,638
344
7,982
5.52%
0.03%
6.46%
2.93%
0.25%
3.70%
1.51%
0.07%
1.82%
1.11%
0.00%
1.17%
1.16%
0.01%
1.23%
as a percent of total assets at year end
4.40%
2.74%
1.47%
0.93%
0.97%
Deposits. The Company primarily uses deposits to fund its loan and investment portfolios. The Company offers
a variety of deposit accounts to individuals and businesses. Deposit accounts include checking, savings, money market
and time deposits. As of December 31, 2010, total deposits were $838.7 million, an increase of $29.4 million or 4%
increase over the December 31, 2009 balance of $809.3 million. Core deposits, which include demand deposits, savings
accounts and non-brokered certificates of deposits of denominations less than $100,000, increased to $592.7 million at
December 31, 2010 from $569.0 million at December 31, 2009.
Time deposits in amounts of $100,000 or more totaled $241.4 million and $233.1 million at December 31, 2010
and 2009, respectively. At December 31, 2010, brokered deposits amounted to $87.4 million as compared to $84.0
million at December 31, 2009. CDARS balances included in brokered deposits amounted to $53.0 million and $49.4
million as of December 31, 2010 and 2009, respectively. Brokered deposits are generally considered to be more
susceptible to withdrawal as a result of interest rate changes and to be a less stable source of funds, as compared to
deposits from the local market. Brokered deposits outstanding as of December 31, 2010 have a weighted average rate of
1.20% with a weighted average original term of 13 months.
Table 15 is a summary of the maturity distribution of time deposits in amounts of $100,000 or more as of
December 31, 2010.
Table 15 - Maturities of Time Deposits over $100,000
(Dollars in thousands)
Three months or less
Over three months through six months
Over six months through twelve months
Over twelve months
Total
2010
$
72,430
28,025
44,508
96,403
241,366
$
Borrowed Funds. The Company has access to various short-term borrowings, including the purchase of federal
funds and borrowing arrangements from the FHLB and other financial institutions. At December 31, 2010 FHLB
borrowings totaled $70.0 million compared to $77.0 million at December 31, 2009 and 2008. Average FHLB borrowings
for 2010 were $72.0 million, compared to average balances of $77.3 million for 2009 and $79.2 million for 2008. The
maximum amount of outstanding FHLB borrowings was $77.0 million in 2010, and $87.9 in 2009 and $97.6 in 2008.
The FHLB borrowings outstanding at December 31, 2010 had fixed interest rates ranging from 2.23% to 4.71%. At
December 31, 2010, all of the Bank’s FHLB borrowings had maturities exceeding one year. The FHLB has the option to
convert $50.0 million of the total advances to a floating rate and, if converted, the Bank may repay advances without a
prepayment fee. Additional information regarding FHLB borrowings is provided in Note 6 to the Consolidated Financial
Statements.
A-23
The Bank had no borrowings from the FRB at December 31, 2010 and 2009. The Bank did not have any FRB
borrowings outstanding during 2010. The maximum amount of outstanding FRB borrowings was $17.5 million in 2009.
Demand notes payable to the U. S. Treasury, which represent treasury tax and loan payments received from
customers, amounted to approximately $1.6 million and $636,000 at December 31, 2010 and 2009, respectively.
Securities sold under agreements to repurchase amounted to $34.1 million and $36.9 million as of December 31,
2010 and 2009, respectively.
Junior Subordinated Debentures (related to Trust Preferred Securities). In June 2006 the Company formed a
wholly owned Delaware statutory trust, PEBK Capital Trust II (“PEBK Trust II”), which issued $20.0 million of
guaranteed preferred beneficial interests in the Company’s junior subordinated deferrable interest debentures. All of the
common securities of PEBK Trust II are owned by the Company. The proceeds from the issuance of the common
securities and the trust preferred securities were used by PEBK Trust II to purchase $20.6 million of junior subordinated
debentures of the Company, which pay a floating rate equal to three-month LIBOR plus 163 basis points. The proceeds
received by the Company from the sale of the junior subordinated debentures were used to repay in December 2006 the
trust preferred securities issued by PEBK Trust in December 2001 and for general purposes. The debentures represent the
sole asset of PEBK Trust II. PEBK Trust II is not included in the consolidated financial statements.
The trust preferred securities issued by PEBK Trust II accrue and pay quarterly at a floating rate of three-month
LIBOR plus 163 basis points. The Company has guaranteed distributions and other payments due on the trust preferred
securities to the extent PEBK Trust II has funds with which to make the distributions and other payments. The net
combined effect of the trust preferred securities transaction is that the Company is obligated to make the distributions and
other payments required on the trust preferred securities.
These trust preferred securities are mandatorily redeemable upon maturity of the debentures on June 28, 2036, or
upon earlier redemption as provided in the indenture. The Company has the right to redeem the debentures purchased by
PEBK Trust II, in whole or in part, on or after June 28, 2011. As specified in the indenture, if the debentures are
redeemed prior to maturity, the redemption price will be the principal amount and any accrued but unpaid interest.
Contractual Obligations and Off-Balance Sheet Arrangements. The Company’s contractual obligations and
other commitments as of December 31, 2010 are summarized in Table 16 below. The Company’s contractual obligations
include the repayment of principal and interest related to FHLB advances and junior subordinated debentures, as well as
certain payments under current lease agreements. Other commitments include commitments to extend credit. Because
not all of these commitments to extend credit will be drawn upon, the actual cash requirements are likely to be
significantly less than the amounts reported for other commitments below.
Table 16 - Contractual Obligations and Other Commitments
(Dollars in thousands)
Contractual Cash Obligations
Long-term borrowings
Junior subordinated debentures
Operating lease obligations
Total
Other Commitments
Commitments to extend credit
Standby letters of credit
Within One
Year
One to
Three Years
Three to
Five Years
Five Years
or More
Total
-
$
-
600
$
600
-
-
727
727
10,000
-
453
10,453
60,000
20,619
1,440
82,059
70,000
20,619
3,220
93,839
$
41,000
6,592
1,397
88,026
137,015
and financial guarantees written
3,590
-
-
-
3,590
Total
$
44,590
6,592
1,397
88,026
140,605
The Company enters into derivative contracts to manage various financial risks. A derivative is a financial
instrument that derives its cash flows, and therefore its value, by reference to an underlying instrument, index or
referenced interest rate. Derivative contracts are carried at fair value on the consolidated balance sheet with the fair value
representing the net present value of expected future cash receipts or payments based on market interest rates as of the
balance sheet date. Derivative contracts are written in amounts referred to as notional amounts, which only provide the
basis for calculating payments between counterparties and are not a measure of financial risk. Therefore, the derivative
amounts recorded on the balance sheet do not represent the amounts that may ultimately be paid under these contracts.
A-24
Further discussions of derivative instruments are included above in the section entitled “Asset Liability and Interest Rate
Risk Management” beginning on page A-15 and in Notes 1, 10, 11 and 16 to the Consolidated Financial Statements.
Capital Resources. Shareholders’ equity at December 31, 2010 was $96.9 million compared to $99.2 million at
December 31, 2009 and $101.1 million at December 31, 2008. Unrealized gains and losses, net of taxes, at December 31,
2010, 2009 and 2008 amounted to gains of $387,000, $2.9 million and $5.5 million, respectively. Average shareholders’
equity as a percentage of total average assets is one measure used to determine capital strength. Average shareholders’
equity as a percentage of total average assets was 9.42%, 9.95% and 8.20% for 2010, 2009 and 2008. The return on
average shareholders’ equity was 1.81% at December 31, 2010 as compared to 2.88% and 8.38% as of December 31,
2009 and December 31, 2008, respectively. Total cash dividends paid on common stock during 2009 amounted to
$443,000. Cash dividends totaling $1.4 million and $2.7 million were paid on common stock during 2009 and 2008,
respectively. The Company paid dividends totaling $1.3 million and $1.1 million on preferred stock during 2010 and
2009, respectively.
In March 2008, the Company’s Board of Directors authorized the repurchase of up to 100,000 common shares of
the Company’s outstanding common stock through its existing Stock Repurchase Plan effective through the end of March
2009. The Company repurchased 65,500 shares, or $776,000, of its common stock under this plan as of December 31,
2008. Because of the Company’s participation in the UST’s CPP, discussed below, the Company can no longer
repurchase shares of its common stock under the Stock Repurchase Plan without UST approval.
The Board of Directors, at its discretion, can issue shares of preferred stock up to a maximum of 5,000,000
shares. The Board is authorized to determine the number of shares, voting powers, designations, preferences, limitations
and relative rights.
On December 23, 2008, the Company entered into a Purchase Agreement with the UST. Under the Purchase
Agreement, the Company agreed to issue and sell 25,054 shares of Series A preferred stock and a warrant to purchase
357,234 shares of common stock associated with the Company’s participation in the CPP under the TARP. Proceeds
from this issuance of preferred shares were allocated between preferred stock and the warrant based on their relative fair
values at the time of the sale. Of the $25.1 million in proceeds, $24.4 million was allocated to the Series A preferred
stock and $704,000 was allocated to the common stock warrant. The discount recorded on the preferred stock that
resulted from allocating a portion of the proceeds to the warrant is being accreted directly to retained earnings over a five-
year period applying a level yield. As of December 31, 2010, the Company has accreted a total of $266,000 of the
discount related to the Series A preferred stock. The Company paid dividends of $1.3 million on the Series A preferred
stock during 2010 and cumulative undeclared dividends at December 31, 2010 were $157,000.
The Series A preferred stock qualifies as Tier 1 capital and will pay cumulative dividends at a rate of 5% per
annum for the first five years and 9% per annum thereafter. The Series A preferred stock may be redeemed at the stated
amount of $1,000 per share plus any accrued and unpaid dividends. Under the terms of the original Purchase Agreement,
the Company could not redeem the preferred shares until December 23, 2011 unless the total amount of the issuance,
$25.1 million, was replaced with the same amount of other forms of capital that would qualify as Tier 1 capital.
However, with the enactment of the ARRA, the Company can now redeem the preferred shares at any time, if approved
by the Company’s primary regulator. The Series A preferred stock is non-voting except for class voting rights on matters
that would adversely affect the rights of the holders of the Series A preferred stock.
The exercise price of the warrant is $10.52 per common share and it is exercisable at anytime on or before
December 18, 2018.
The Company is subject to the following restrictions while the Series A preferred stock is outstanding: 1) UST
approval is required for the Company to repurchase shares of outstanding common stock; 2) the full dividend for the
latest completed CPP dividend period must declared and paid in full before dividends may be paid to common
shareholders; 3) UST approval is required for any increase in common dividends per share above the last quarterly
dividend of $0.12 per share paid prior to December 23, 2008; and 4) the Company may not take tax deductions for any
senior executive officer whose compensation is above $500,000. There were additional restrictions on executive
compensation added in the ARRA for companies participating in the TARP, including participants in the CPP.
Under regulatory capital guidelines, financial institutions are currently required to maintain a total risk-based
capital ratio of 8.0% or greater, with a Tier 1 risk-based capital ratio of 4.0% or greater. Tier 1 capital is generally
defined as shareholders' equity and trust preferred securities less all intangible assets and goodwill. Tier 1 capital at
December 31, 2010, 2009 and 2008 includes $20.0 million in trust preferred securities. The Company’s Tier 1 capital
ratio was 14.24%, 13.74% and 13.65% at December 31, 2010, 2009 and 2008, respectively. Total risk-based capital is
defined as Tier 1 capital plus supplementary capital. Supplementary capital, or Tier 2 capital, consists of the Company's
A-25
A-25
allowance for loan losses, not exceeding 1.25% of the Company's risk-weighted assets. Total risk-based capital ratio is
therefore defined as the ratio of total capital (Tier 1 capital and Tier 2 capital) to risk-weighted assets. The Company’s
total risk-based capital ratio was 15.51%, 15.00% and 14.90% at December 31, 2010, 2009 and 2008, respectively. In
addition to the Tier 1 and total risk-based capital requirements, financial institutions are also required to maintain a
leverage ratio of Tier 1 capital to total average assets of 4.0% or greater. The Company’s Tier 1 leverage capital ratio
was 10.70%, 11.42% and 12.40% at December 31, 2010, 2009 and 2008, respectively.
The Bank’s Tier 1 risk-based capital ratio was 11.87%, 11.22% and 9.85% at December 31, 2010, 2009 and
2008, respectively. The total risk-based capital ratio for the Bank was 13.15%, 12.48% and 11.10% at December 31,
2010, 2009 and 2008, respectively. The Bank’s Tier 1 leverage capital ratio was 8.91%, 9.33% and 8.94% at December
31, 2010, 2009 and 2008 respectively.
A bank is considered to be "well capitalized" if it has a total risk-based capital ratio of 10.0 % or greater, a Tier 1
risk-based capital ratio of 6.0% or greater, and has a leverage ratio of 5.0% or greater. Based upon these guidelines, the
Bank was considered to be "well capitalized" at December 31, 2010, 2009 and 2008.
The Company’s key equity ratios as of December 31, 2010, 2009 and 2008 are presented in Table 17.
Table 17 - Equity Ratios
Return on average assets
Return on average equity
Dividend payout ratio *
Average equity to average assets
2010
0.17%
1.81%
100.11%
9.62%
2009
2008
0.29%
2.88%
86.22%
9.95%
0.69%
8.38%
41.93%
8.20%
* As a percentage of net earnings available to common shareholders.
Quarterly Financial Data. The Company’s consolidated quarterly operating results for the years ended
December 31, 2010 and 2009 are presented in Table 18.
Table 18 - Quarterly Financial Data
(Dollars in thousands, except per share
amounts)
2010
2009
First
Second Third
Fourth
First
Second Third
Fourth
Total interest income
Total interest expense
$
11,930
3,825
11,879
3,682
11,995
3,516
11,876
3,325
$
12,581
4,702
12,523
4,324
12,403
4,132
12,530
4,029
Net interest income
8,105
8,197
8,479
8,551
7,879
8,199
8,271
8,501
Provision for loan losses
Other income
Other expense
Income before income taxes
Income taxes
Net earnings
Dividends and accretion of preferred stock
Net earnings (loss) available
to common shareholders
2,382
2,610
7,189
1,144
269
875
348
3,179
3,130
7,057
1,091
227
864
349
4,656
3,857
7,182
6,221
4,287
7,520
498
(42)
(903)
(465)
1,766
2,186
7,342
957
332
2,251
4,251
7,956
2,243
883
540
(438)
625
1,360
348
349
201
349
3,139
2,503
7,344
3,379
2,883
7,241
291
(9)
300
348
764
133
631
348
$
527
515
192
(787)
$
424
1,011
(48)
283
Basic earnings per common share
Diluted earnings per common share
$
$
0.10
0.10
0.09
0.09
A-26
A-26
0.03
0.03
(0.14)
(0.14)
$
$
0.08
0.08
0.18
0.18
(0.01)
(0.01)
0.05
0.05
QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk reflects the risk of economic loss resulting from adverse changes in market prices and interest rates.
This risk of loss can be reflected in either diminished current market values or reduced potential net interest income in
future periods.
The Company’s market risk arises primarily from interest rate risk inherent in its lending and deposit taking
activities. The structure of the Company’s loan and deposit portfolios is such that a significant decline (increase) in
interest rates may adversely (positively) impact net market values and interest income. Management seeks to manage the
risk through the utilization of its investment securities and off-balance sheet derivative instruments. During the years
ended December 31, 2010, 2009 and 2008, the Company used interest rate contracts to manage market risk as discussed
above in the section entitled “Asset Liability and Interest Rate Risk Management.”
Table 19 presents in tabular form the contractual balances and the estimated fair value of the Company’s on-
balance sheet financial instruments and the notional amount and estimated fair value of the Company’s off-balance sheet
derivative instruments at their expected maturity dates for the period ended December 31, 2010. The expected maturity
categories take into consideration historical prepayment experience as well as management’s expectations based on the
interest rate environment at December 31, 2010. All convertible FHLB advances are callable at the option of FHLB. For
core deposits without contractual maturity (i.e. interest bearing checking, savings, and money market accounts), the table
presents principal cash flows based on management’s judgment concerning their most likely runoff or repricing
behaviors.
Table 19 - Market Risk Table
(Dollars In Thousands)
Principal/Notional Amount Maturing in Year Ended December 31,
Loans Receivable
Fixed rate
Average interest rate
Variable rate
Average interest rate
Investment Securities
Interest bearing cash
Average interest rate
Securities available for sale
Average interest rate
Nonmarketable equity securities
Average interest rate
Certificates of Deposit
Average interest rate
Debt Obligations
Deposits
Average interest rate
Advances from FHLB
Average interest rate
Demand notes payable to U.S. Treasury
Average interest rate
Securities sold under agreement to repurchase
Average interest rate
Junior subordinated debentures
Average interest rate
Derivative Instruments (notional amount)
Interest rate swap contracts
Average interest rate
2011
2012
$
$
37,748
6.45%
174,299
4.67%
$
$
1,456
0.01%
40,621
4.26%
-
$
-
735
1.49%
$
$
$
243,154
1.07%
-
$
-
1,600
-
34,094
0.94%
-
$
-
$
33,980
6.85%
56,362
4.52%
-
-
28,292
4.93%
-
-
-
-
114,373
2.04%
-
-
-
-
-
-
-
-
2013
43,539
6.36%
45,545
4.58%
-
-
31,912
5.06%
-
-
-
-
23,400
2.24%
20,000
4.27%
-
-
-
-
-
-
2014 &
2015
75,720
5.92%
63,453
4.70%
-
-
47,095
4.74%
-
-
-
-
10,478
2.36%
25,000
4.20%
-
-
-
-
-
-
Thereafter
Total
Fair Value
55,032
8.07%
140,484
5.05%
-
-
124,529
4.62%
5,761
0.34%
-
-
447,307
0.76%
25,000
4.30%
-
-
-
-
20,619
1.87%
246,019
248,249
480,141
478,124
726,160
726,373
1,456
1,456
272,449
272,449
5,761
5,761
735
735
838,712
837,779
70,000
79,950
1,600
1,600
34,094
34,094
20,619
20,619
$
50,000
6.25%
-
-
-
-
-
-
-
-
50,000
648
A-27
A-27
Table 20 presents the simulated impact to net interest income under varying interest rate scenarios and the
theoretical impact of rate changes over a twelve-month period referred to as “rate ramps.” The table shows the estimated
theoretical impact on the Company’s tax equivalent net interest income from hypothetical rate changes of plus and minus
1%, 2% and 3% as compared to the estimated theoretical impact of rates remaining unchanged. The table also shows the
simulated impact to market value of equity under varying interest rate scenarios and the theoretical impact of immediate
and sustained rate changes referred to as “rate shocks” of plus and minus 1%, 2% and 3%compared to the theoretical
impact of rates remaining unchanged. The prospective effects of the hypothetical interest rate changes are based upon
various assumptions, including relative and estimated levels of key interest rates. This type of modeling has limited
usefulness because it does not allow for the strategies management would utilize in response to sudden and sustained rate
changes. Also, management does not believe that rate changes of the magnitude presented are likely in the forecast
period presented.
Table 20 - Interest Rate Risk
(Dollars in thousands)
Hypothetical rate change (ramp over 12 months)
+3%
+2%
+1%
0%
-1%
-2%
-3%
Hypothetical rate change (immediate shock)
+3%
+2%
+1%
0%
-1%
-2%
-3%
Estimated Resulting Theoretical Net
Interest Income
Amount
% Change
$
$
$
$
$
$
$
33,879
33,822
34,030
34,707
34,650
33,858
32,954
-2.39%
-2.55%
-1.95%
0.00%
-0.16%
-2.45%
-5.05%
Estimated Resulting Theoretical
Market Value of Equity
Amount
% Change
$
$
$
$
$
$
$
86,322
97,155
104,931
112,356
113,002
111,772
104,816
-23.17%
-13.53%
-6.61%
0.00%
0.57%
-0.52%
-6.71%
A-28
A-28
PEOPLES BANCORP OF NORTH CAROLINA, INC. AND SUBSIDIARIES
Consolidated Financial Statements
December 31, 2010, 2009 and 2008
INDEX
PAGE(S)
Report of Independent Registered Public Accounting Firm on the Consolidated Financial Statements
A-30
Financial Statements
Consolidated Balance Sheets at December 31, 2010 and 2009
Consolidated Statements of Earnings for the years ended December 31, 2010, 2009 and 2008
Consolidated Statements of Changes in Shareholders' Equity for the years ended December 31,
2010, 2009 and 2008
Consolidated Statements of Comprehensive Income for the years ended December 31, 2010, 2009
and 2008
A-31
A-32
A-33
A-34
Consolidated Statements of Cash Flows for the years ended December 31, 2010, 2009 and 2008
A-35 - A-36
Notes to Consolidated Financial Statements
A-37 - A-63
A-29
A-29
Po r t e r Ke a d l e M o o r e, L L P
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders
Peoples Bancorp of North Carolina, Inc.
Newton, North Carolina
We have audited the accompanying consolidated balance sheets of Peoples Bancorp of North Carolina, Inc. and
subsidiaries as of December 31, 2010 and 2009, and the related consolidated statements of earnings, changes in
shareholders’ equity, comprehensive income and cash flows for each of the three years in the period ended
December 31, 2010. These financial statements are the responsibility of the Company’s management. Our
responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. The Company is not required to have, nor were
we engaged to perform an audit of its internal control over financial reporting. Our audit included consideration of
internal control over financial reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal
control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion..
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the
financial position of Peoples Bancorp of North Carolina, Inc. and subsidiaries as of December 31, 2010 and 2009,
and the results of their operations and their cash flows for each of the three years in the period ended December 31,
2010, in conformity with accounting principles generally accepted in the United States of America.
We were not engaged to examine management's assessment of the effectiveness of Peoples Bancorp of North
Carolina, Inc’s. internal control over financial reporting as of December 31, 2010, included in the accompanying
Management’s Report of Internal Controls Over Financial Reporting and, accordingly, we do not express an opinion
thereon.
Atlanta, Georgia
March 25, 2011
Suite 1800 235 Peachtree Street NE Atlanta, Georgia 30303 Phone 404-588-4200 Fax 404-588-4222 www.pkm.com
Certified Public Accountants
A-30
PEOPLES BANCORP OF NORTH CAROLINA, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 2010 and 2009
(Dollars in thousands)
Assets
2010
2009
Cash and due from banks, including reserve requirements
$
of $8,698,000 and $5,017,000
Interest bearing deposits
Cash and cash equivalents
Certificates of deposit
Investment securities available for sale
Other investments
Total securities
Mortgage loans held for sale
Loans
Less allowance for loan losses
Net loans
Premises and equipment, net
Cash surrender value of life insurance
Accrued interest receivable and other assets
Total assets
Liabilities and Shareholders' Equity
Deposits:
Non-interest bearing demand
NOW, MMDA & savings
Time, $100,000 or more
Other time
Total deposits
Demand notes payable to U.S. Treasury
Securities sold under agreement to repurchase
FHLB borrowings
Junior subordinated debentures
Accrued interest payable and other liabilities
Total liabilities
Commitments
Shareholders' equity:
$
$
22,521
1,456
23,977
735
272,449
5,761
278,210
3,814
726,160
(15,493)
710,667
17,334
7,539
25,376
1,067,652
114,792
332,511
241,366
150,043
838,712
1,600
34,094
70,000
20,619
5,769
970,794
29,633
1,707
31,340
3,345
195,115
6,346
201,461
2,840
778,056
(15,413)
762,643
17,947
7,282
21,636
1,048,494
117,636
290,273
233,142
168,292
809,343
636
36,876
77,000
20,619
4,797
949,271
Series A preferred stock, $1,000 stated value; authorized
5,000,000 shares; issued and outstanding
25,054 shares in 2010 and 2009
Common stock, no par value; authorized
20,000,000 shares; issued and outstanding
5,541,413 shares in 2010 and 5,539,056 shares in 2009
Retained earnings
Accumulated other comprehensive income
Total shareholders' equity
24,617
24,476
48,281
23,573
387
96,858
48,269
23,573
2,905
99,223
Total liabilities and shareholders' equity
$
1,067,652
1,048,494
See accompanying notes to consolidated financial statements.
A-31
A-31
PEOPLES BANCORP OF NORTH CAROLINA, INC. AND SUBSIDIARIES
Consolidated Statements of Earnings
For the Years Ended December 31, 2010, 2009 and 2008
(Dollars in thousands, except per share amounts)
Interest income:
Interest and fees on loans
Interest on federal funds sold
Interest on investment securities:
U.S. Government sponsored enterprises
States and political subdivisions
Other
Total interest income
Interest expense:
NOW, MMDA & savings deposits
Time deposits
FHLB borrowings
Junior subordinated debentures
Other
Total interest expense
Net interest income
Provision for loan losses
2010
2009
2008
$
40,267
-
5,035
2,173
205
47,680
3,472
6,786
3,285
411
394
14,348
33,332
16,438
43,211
1
5,461
1,242
122
50,037
2,965
9,687
3,577
546
412
17,187
32,850
10,535
50,604
55
4,392
904
367
56,322
3,249
15,008
3,616
1,016
637
23,526
32,796
4,794
Net interest income after provision for loan losses
16,894
22,315
28,002
Other income:
Service charges
Other service charges and fees
Other than temporary impairment losses
Gain on sale of securities
Mortgage banking income
Insurance and brokerage commissions
Loss on sale and write-down of
other real estate and repossessed assets
Miscellaneous
Total non-interest income
Non-interest expense:
Salaries and employee benefits
Occupancy
Other
Total non-interest expense
Earnings before income taxes
Income tax (benefit) expense
Net earnings
Dividends and accretion of preferred stock
Net earnings available to common
shareholders
Basic net earnings per common share
Diluted net earnings per common share
Cash dividends declared per common share
5,626
2,195
(291)
3,348
532
390
(704)
2,788
13,884
14,124
5,436
9,388
28,948
1,830
(11)
1,841
1,394
447
0.08
0.08
0.08
$
$
$
$
5,573
2,058
(723)
1,795
827
414
(501)
2,380
11,823
14,758
5,409
9,716
29,883
4,255
1,339
2,916
1,246
1,670
0.30
0.30
0.26
5,203
2,399
(300)
133
660
426
(287)
2,261
10,495
15,194
5,029
8,670
28,893
9,604
3,213
6,391
-
6,391
1.14
1.13
0.48
See accompanying notes to consolidated financial statements.
A-32
A-32
PEOPLES BANCORP OF NORTH CAROLINA, INC.
Consolidated Statements of Changes in Shareholders' Equity
For the Years Ended December 31, 2010, 2009 and 2008
(Dollars in thousands)
Accumulated
Other
Stock Shares
Stock Amount
Preferred
-
Common
5,624,234 $
Preferred
-
Common
48,652
Retained Comprehensive
Earnings
19,742
Income
1,708
-
24,350
-
-
-
-
-
-
704
(467)
-
-
(2,681)
(1,126)
44
-
-
(5)
-
-
6,391
-
-
-
-
-
-
-
Total
70,102
(467)
25,054
(2,681)
(1,126)
44
(5)
6,391
-
24,350
-
48,269
-
22,985
3,816
5,524
3,816
101,128
-
126
-
-
-
-
-
-
-
-
358
(126)
(1,120)
(1,440)
2,916
-
-
-
-
-
358
-
(1,120)
(1,440)
2,916
-
24,476
-
48,269
-
23,573
(2,619)
2,905
(2,619)
99,223
141
-
-
-
-
(141)
-
(1,253)
12
-
(447)
-
1,841
-
-
-
-
-
-
(1,253)
(447)
12
1,841
-
25,054
-
-
-
-
-
-
25,054
-
-
-
-
-
-
25,054
-
-
-
-
-
-
-
-
(90,500)
5,322
-
-
-
5,539,056 $
-
-
-
-
-
-
5,539,056 $
-
-
-
2,357
-
-
25,054
-
5,541,413 $
-
24,617
-
48,281
-
23,573
(2,518)
387
(2,518)
96,858
A-33
A-33
Balance, December 31, 2007
Cumulative effect of
adoption of EITF 06-4
Issuance of Series A
preferred stock
Cash dividends declared on
common stock
Repurchase and retirement of
common stock
Exercise of stock options
Restricted stock/stock option
compensation expense
Net earnings
Change in accumulated other
comprehensive income,
net of tax
Balance, December 31, 2008
Adjustment to the
cumulative effect of
adoption of EITF 06-4
Accretion of Series A
preferred stock
Cash dividends declared on
Series A preferred stock
Cash dividends declared on
common stock
Net earnings
Change in accumulated other
comprehensive income,
net of tax
Balance, December 31, 2009
Accretion of Series A
preferred stock
Cash dividends declared on
Series A preferred stock
Cash dividends declared on
common stock
Restricted stock payout
Net earnings
Change in accumulated other
comprehensive income,
net of tax
Balance, December 31, 2010
PEOPLES BANCORP OF NORTH CAROLINA, INC. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income (Loss)
For the Years Ended December 31, 2010, 2009 and 2008
(Dollars in thousands)
2010
2009
2008
Net earnings
$
1,841
2,916
6,391
Other comprehensive income (loss):
Unrealized holding gains on securities
available for sale
Reclassification adjustment for other than temporary
impairment losses included in net earnings
Reclassification adjustment for gains on sales of
46
291
214
723
securities available for sale included in net earnings
(3,348)
(1,795)
2,145
300
(133)
Unrealized holding (losses) gains on derivative
financial instruments qualifying as cash flow
hedges
Reclassification adjustment for gains on
derivative financial instruments qualifying as
cash flow hedges included in net earnings
Total other comprehensive income (loss),
before income taxes
Income tax (benefit) expense related to other
comprehensive income (loss):
Unrealized holding gains on securities
available for sale
Reclassification adjustment for losses (gains) on sales
and write-downs of securities available for sale
included in net earnings
Unrealized holding (losses) gains on derivative
financial instruments qualifying as cash flow
hedges
Total income tax (benefit) expense related to
other comprehensive income
Total other comprehensive (loss) income ,
net of tax
Total comprehensive (loss) income
$
See accompanying notes to consolidated financial statements.
(1,114)
(2,726)
3,744
-
(1)
-
(4,125)
(3,585)
6,056
18
83
(1,191)
(417)
(434)
(1,607)
(2,518)
(677)
(632)
(966)
(2,619)
297
836
65
1,339
2,240
3,816
10,207
A-34
A-34
PEOPLES BANCORP OF NORTH CAROLINA, INC.
Consolidated Statements of Cash Flows
For the Years Ended December 31, 2010, 2009 and 2008
(Dollars in thousands)
Cash flows from operating activities:
Net earnings
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Depreciation, amortization and accretion
Provision for loan losses
Deferred income taxes
Gain on sale of investment securities
Write-down of investment securities
Gain on ineffective portion of derivative financial instruments
(Gain)/loss on sale of other real estate and repossessions
Write-down of other real estate and repossessions
Restricted stock expense
Change in:
Mortgage loans held for sale
Cash surrender value of life insurance
Other assets
Other liabilities
Net cash provided by operating activities
Cash flows from investing activities:
Net change in certificates of deposit
Purchases of investment securities available for sale
Proceeds from calls, maturities and paydowns of investment securities
available for sale
Proceeds from sales of investment securities available for sale
Purchases of other investments
Proceeds from sale of other investments
Net change in loans
Purchases of premises and equipment
Proceeds from sale of premises and equipment
Proceeds from sale of other real estate and repossessions
Net cash used by investing activities
Cash flows from financing activities:
Net change in deposits
Net change in demand notes payable to U.S. Treasury
Net change in securities sold under agreement to repurchase
Proceeds from FHLB borrowings
Repayments of FHLB borrowings
Proceeds from FRB borrowings
Repayments of FRB borrowings
Proceeds from issuance of Series A preferred stock
Restricted stock payout
Stock options exercised
Common stock repurchased
Cash dividends paid on Series A preferred stock
Cash dividends paid on common stock
Net cash provided by financing activities
Net change in cash and cash equivalent
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
$
A-35
A-35
2010
2009
2008
$
1,841
2,916
6,391
4,971
16,438
(523)
(3,348)
291
-
(191)
895
10
(974)
(257)
(2,316)
961
17,798
2,931
10,535
(1,720)
(1,795)
723
(1)
24
477
4
(2,840)
(263)
(6,581)
300
4,710
1,679
4,794
(485)
(133)
300
-
47
240
12
-
(243)
(19)
(1,851)
10,732
2,610
(232,915)
(3,345)
(141,770)
-
(41,659)
86,935
65,774
-
585
28,703
(1,441)
-
5,725
(44,024)
29,369
964
(2,782)
-
(7,000)
-
-
-
12
-
-
(1,253)
(447)
18,863
(7,363)
31,340
23,977
40,629
30,743
(1,426)
809
(7,916)
(1,614)
24
3,435
(80,431)
88,281
(964)
(625)
24,100
(24,100)
45,000
(50,000)
-
-
-
-
(1,120)
(1,440)
79,132
3,411
27,929
31,340
16,488
23,448
(4,180)
4,311
(65,188)
(1,857)
34
2,868
(65,735)
27,424
-
9,917
97,100
(107,600)
5,000
-
25,054
-
44
(1,126)
-
(2,681)
53,132
(1,871)
29,800
27,929
PEOPLES BANCORP OF NORTH CAROLINA, INC.
Consolidated Statements of Cash Flows, continued
For the Years ended December 31, 2010, 2009 and 2008
(Dollars in thousands)
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest
Income taxes
Noncash investing and financing activities:
Change in unrealized gain on investment securities
available for sale, net
Change in unrealized gain on derivative financial
instruments, net
Transfer of loans to other real estate and repossessions
Financed portion of sale of other real estate
Accretion of Series A preferred stock
Cumulative effect and resulting adjustment of
adoption of EITF 06-4
$
$
$
$
$
$
$
$
See accompanying notes to consolidated financial statements.
2010
2009
2008
14,419
1,700
17,541
2,230
23,799
4,166
1,838
680
9,105
2,270
141
-
(524)
(2,095)
6,067
1,166
126
(358)
1,411
2,405
4,539
1,133
-
467
A-36
A-36
PEOPLES BANCORP OF NORTH CAROLINA, INC.
Notes to Consolidated Financial Statements
(1)
Summary of Significant Accounting Policies
Organization
Peoples Bancorp of North Carolina, Inc. (“Bancorp”) received regulatory approval to operate as a bank holding
company on July 22, 1999, and became effective August 31, 1999. Bancorp is primarily regulated by the Board
of Governors of the Federal Reserve System, and serves as the one-bank holding company for Peoples Bank (the
“Bank”).
The Bank commenced business in 1912 upon receipt of its banking charter from the North Carolina State Banking
Commission (the “SBC”). The Bank is primarily regulated by the SBC and the Federal Deposit Insurance
Corporation (the “FDIC”) and undergoes periodic examinations by these regulatory agencies. The Bank, whose
main office is in Newton, North Carolina, provides a full range of commercial and consumer banking services
primarily in Catawba, Alexander, Lincoln, Mecklenburg, Iredell, Union and Wake counties in North Carolina.
Peoples Investment Services, Inc. is a wholly owned subsidiary of the Bank and began operations in 1996 to
provide investment and trust services through agreements with an outside party.
Real Estate Advisory Services, Inc. is a wholly owned subsidiary of the Bank and began operations in 1997 to
provide real estate appraisal and property management services to individuals and commercial customers of the
Bank.
Community Bank Real Estate Solutions, LLC is a wholly owned subsidiary of Bancorp and began operations in
2009 as a “clearing house” for appraisal services for community banks. Other banks are able to contract with
Community Bank Real Estate Solutions, LLC to find and engage appropriate appraisal companies in the area
where property is located.
Principles of Consolidation
The consolidated financial statements include the financial statements of Peoples Bancorp of North Carolina, Inc.
and its wholly owned subsidiaries, the Bank and Community Bank Real Estate Solutions, LLC, along with the
Bank’s wholly owned subsidiaries, Peoples Investment Services, Inc. and Real Estate Advisory Services, Inc.
(collectively called the “Company”). All significant intercompany balances and transactions have been eliminated
in consolidation.
Basis of Presentation
The accounting principles followed by the Company, and the methods of applying these principles, conform with
accounting principles generally accepted in the United States of America (“GAAP”) and with general practices in
the banking industry. In preparing the financial statements in conformity with GAAP, management is required to
make estimates and assumptions that affect the reported amounts in the financial statements. Actual results could
differ significantly from these estimates. Material estimates common to the banking industry that are particularly
susceptible to significant change in the near term include, but are not limited to, the determination of the
allowance for loan losses and valuation of real estate acquired in connection with or in lieu of foreclosure on
loans.
Cash and Cash Equivalents
Cash and due from banks, interest bearing deposits and federal funds sold are considered cash and cash
equivalents for cash flow reporting purposes. Generally, federal funds are sold for one-day periods.
Investment Securities
The Company classifies its securities in one of three categories: trading, available for sale, or held to maturity.
Trading securities are bought and held principally for sale in the near term. Held to maturity securities are those
securities for which the Company has the ability and intent to hold until maturity. All other securities not included
in trading or held to maturity are classified as available for sale. At December 31, 2010 and 2009, the Company
classified all of its investment securities as available for sale.
Available for sale securities are recorded at fair value. Unrealized holding gains and losses, net of the related tax
effect, are excluded from earnings and are reported as a separate component of shareholders’ equity until realized.
A-37
A-37
Management evaluates investment securities for other-than-temporary impairment on an annual basis. A decline
in the market value of any investment below cost that is deemed other-than-temporary is charged to earnings for
the decline in value deemed to be credit related and a new cost basis in the security is established . The decline in
value attributed to non-credit related factors is recognized in comprehensive income.
Premiums and discounts are amortized or accreted over the life of the related security as an adjustment to the
yield. Realized gains and losses for securities classified as available for sale are included in earnings and are
derived using the specific identification method for determining the cost of securities sold.
Other Investments
Other investments include equity securities with no readily determinable fair value. These investments are carried
at cost.
Mortgage Loans Held for Sale
Mortgage loans held for sale are carried at lower of aggregate cost or market value. The cost of mortgage loans
held for sale approximates the market value.
Loans
Loans that management has the intent and ability to hold for the foreseeable future or until maturity are reported at
the principal amount outstanding, net of the allowance for loan losses. Interest on loans is calculated by using the
simple interest method on daily balances of the principal amount outstanding. The recognition of certain loan
origination fee income and certain loan origination costs is deferred when such loans are originated and amortized
over the life of the loan.
Impaired loans are measured based on the present value of expected future cash flows, discounted at the loan’s
effective interest rate, or at the loan’s observable market price, or the fair value of the collateral if the loan is
collateral dependent. A loan is impaired when, based on current information and events, it is probable that all
amounts due according to the contractual terms of the loan will not be collected.
Accrual of interest is discontinued on a loan when management believes, after considering economic conditions
and collection efforts that the borrower’s financial condition is such that collection of interest is doubtful. Interest
previously accrued but not collected is reversed against current period earnings and interest is recognized on a
cash basis when such loans are placed on non-accrual status.
Allowance for Loan Losses
The allowance for loan losses reflects management's assessment and estimate of the risks associated with
extending credit and its evaluation of the quality of the loan portfolio. The Bank periodically analyzes the loan
portfolio in an effort to review asset quality and to establish an allowance for loan losses that management
believes will be adequate in light of anticipated risks and loan losses. In assessing the adequacy of the allowance,
size, quality and risk of loans in the portfolio are reviewed. Other factors considered are:
• the Bank’s loan loss experience;
• the amount of past due and non-performing loans;
• specific known risks;
• the status and amount of other past due and non-performing assets;
• underlying estimated values of collateral securing loans;
• current and anticipated economic conditions; and
• other factors which management believes affect the allowance for potential credit losses.
The allowance for loan losses is comprised of three components: specific reserves, general reserves and
unallocated reserves. After a loan has been identified as impaired, management measures impairment. When the
measure of the impaired loan is less than the recorded investment in the loan, the amount of the impairment is
recorded as a specific reserve. These specific reserves are determined on an individual loan basis based on
management’s current evaluation of the Company’s loss exposure for each credit, given the appraised value of any
underlying collateral. Loans for which specific reserves are provided are excluded from the general allowance
calculations as described below.
The general allowance reflects reserves established under GAAP for collective loan impairment. These reserves
are based upon historical net charge-offs using the last three years’ experience. This charge-off experience may
be adjusted to reflect the effects of current conditions. The Bank considers information derived from its loan risk
ratings and external data related to industry and general economic trends.
A-38
The unallocated allowance is determined through management’s assessment of probable losses that are in the
portfolio but are not adequately captured by the other two components of the allowance, including consideration
of current economic and business conditions and regulatory requirements. The unallocated allowance also reflects
management’s acknowledgement of the imprecision and subjectivity that underlie the modeling of credit risk.
Due to the subjectivity involved in determining the overall allowance, including the unallocated portion, this
unallocated portion may fluctuate from period to period based on management’s evaluation of the factors affecting
the assumptions used in calculating the allowance.
Management considers the allowance for loan losses adequate to cover the estimated losses inherent in the
Company’s loan portfolio as of the date of the financial statements. Management believes it has established the
allowance in accordance with GAAP and in consideration of the current economic environment. Although
management uses the best information available to make evaluations, significant future additions to the allowance
may be necessary based on changes in economic and other conditions, thus adversely affecting the operating
results of the Company.
There were no significant changes in the estimation methods or fundamental assumptions used in the evaluation of
the allowance for loan losses for the year ended December 31, 2010 as compared to the year ended December 31,
2009. Such revisions, estimates and assumptions are made in any period in which the supporting factors indicate
that loss levels may vary from the previous estimates.
Additionally, various regulatory agencies, as an integral part of their examination process, periodically review the
Bank’s allowances for loan losses. Such agencies may require adjustments to the allowances based on their
judgments of information available to them at the time of their examinations. Also, a loan review process further
assists with evaluating credit quality and assessing potential performance issues.
Mortgage Banking Activities
Mortgage banking income represents net gains from the sale of mortgage loans and fees received from borrowers
and loan investors related to the Company’s origination of single-family residential mortgage loans.
Mortgage servicing rights (“MSR's”) represent the unamortized cost of purchased and originated contractual rights
to service mortgages for others in exchange for a servicing fee. MSRs are amortized over the period of estimated
net servicing income and are periodically adjusted for actual prepayments of the underlying mortgage loans. The
Company recognized no servicing assets during 2010, 2009 and 2008.
Mortgage loans serviced for others are not included in the accompanying balance sheets. The unpaid principal
balances of mortgage loans serviced for others was approximately $5.3 million, $6.6 million and $9.3 million at
December 31, 2010, 2009 and 2008, respectively.
The Company originates certain fixed rate mortgage loans and commits these loans for sale. The commitments to
originate fixed rate mortgage loans and the commitments to sell these loans to a third party are both derivative
contracts. The fair value of these derivative contracts is immaterial and has no effect on the recorded amounts in
the financial statements.
Premises and Equipment
Premises and equipment are stated at cost less accumulated depreciation. Depreciation is computed primarily
using the straight-line method over the estimated useful lives of the assets. When assets are retired or otherwise
disposed, the cost and related accumulated depreciation are removed from the accounts, and any gain or loss is
reflected in earnings for the period. The cost of maintenance and repairs that do not improve or extend the useful
life of the respective asset is charged to earnings as incurred, whereas significant renewals and improvements are
capitalized. The range of estimated useful lives for premises and equipment are generally as follows:
Buildings and improvements
Furniture and equipment
10 - 50 years
3 - 10 years
Foreclosed Assets
Foreclosed assets include all assets received in full or partial satisfaction of a loan and include real and personal
property. Foreclosed assets are reported at fair value less estimated selling costs, and are included in other assets
on the balance sheet. The balance of other real estate owned was $6.7 million and $4.0 million at December 31,
2010 and 2009, respectively.
A-39
A-39
Income Taxes
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences
between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.
Additionally, the recognition of future tax benefits, such as net operating loss carryforwards, is required to the
extent that the realization of such benefits is more likely than not. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in which the assets and liabilities are
expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is
recognized in income tax expense in the period that includes the enactment date.
In the event the future tax consequences of differences between the financial reporting bases and the tax bases of
the Company’s assets and liabilities results in deferred tax assets, an evaluation of the probability of being able to
realize the future benefits indicated by such asset is required. A valuation allowance is provided for the portion of
the deferred tax asset when it is more likely than not that some portion or all of the deferred tax asset will not be
realized. In assessing the realizability of the deferred tax assets, management considers the scheduled reversals of
deferred tax liabilities, projected future taxable income, and tax planning strategies.
The Company accounts for income taxes in accordance with income tax accounting guidance, FASB ASC 740,
Income Taxes. On January 1, 2007, the Company adopted the accounting guidance related to accounting for
uncertainty in income taxes, which sets out a consistent framework to determine the appropriate level of tax
reserves to maintain for uncertain tax positions. This guidance prescribes a recognition threshold and a
measurement attribute for the financial statement recognition and measurement of a tax position taken or expected
to be taken in a tax return. Benefits from tax positions should be recognized in the financial statements only when
it is more likely than not that the tax position will be sustained upon examination by the appropriate taxing
authority that would have full knowledge of all relevant information. A tax position that meets the more-likely-
than-not recognition threshold is measured at the largest amount of benefit that is greater than fifty percent likely
of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not
recognition threshold should be recognized in the first subsequent financial reporting period in which that
threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not recognition
threshold should be derecognized in the first subsequent financial reporting period in which that threshold is no
longer met. This guidance also provides disclosure guidelines for unrecognized tax benefits, interest and
penalties. The Company assessed the impact of this guidance and determined that it did not have a material
impact on the Company’s financial position, results of operations or disclosures.
Derivative Financial Instruments and Hedging Activities
In the normal course of business, the Company enters into derivative contracts to manage interest rate risk by
modifying the characteristics of the related balance sheet instruments in order to reduce the adverse effect of
changes in interest rates. All derivative financial instruments are recorded at fair value in the financial statements.
On the date a derivative contract is entered into, the Company designates the derivative as a fair value hedge, a
cash flow hedge, or a trading instrument. Changes in the fair value of instruments used as fair value hedges are
accounted for in the earnings of the period simultaneous with accounting for the fair value change of the item
being hedged. Changes in the fair value of the effective portion of cash flow hedges are accounted for in other
comprehensive income rather than earnings. Changes in fair value of instruments that are not intended as a hedge
are accounted for in the earnings of the period of the change.
If a derivative instrument designated as a fair value hedge is terminated or the hedge designation removed, the
difference between a hedged item’s then carrying amount and its face amount is recognized into income over the
original hedge period. Likewise, if a derivative instrument designated as a cash flow hedge is terminated or the
hedge designation removed, related amounts accumulated in other accumulated comprehensive income are
reclassified into earnings over the original hedge period during which the hedged item affects income.
The Company formally documents all hedging relationships, including an assessment that the derivative
instruments are expected to be highly effective in offsetting the changes in fair values or cash flows of the hedged
items.
Advertising Costs
Advertising costs are expensed as incurred.
Accumulated Other Comprehensive Income
At December 31, 2010, accumulated other comprehensive income consisted of net unrealized losses on securities
available for sale of $8,000 and net unrealized gains on derivatives of $395,000. At December 31, 2009,
A-40
accumulated other comprehensive income consisted of net unrealized gains on securities available for sale of $1.8
million and net unrealized gains on derivatives of $1.1 million.
Stock-Based Compensation
The Company has an Omnibus Stock Ownership and Long Term Incentive Plan (the “1999 Plan”) whereby
certain stock-based rights, such as stock options, restricted stock, performance units, stock appreciation rights, or
book value shares, may be granted to eligible directors and employees. The 1999 Plan expired on May 13, 2009.
Under the Plan, the Company granted incentive stock options to certain eligible employees in order that they may
purchase Company stock at a price equal to the fair market value on the date of the grant. The options granted in
1999 vested over a five-year period. Options granted subsequent to 1999 vest over a three-year period.
All options expire after ten years. A summary of the activity in the Plan is presented below:
Stock Option Activity
For the years ended December 31, 2010, 2009 and 2008
Outstanding, December 31, 2007
Granted during the period
Forfeited during the period
Exercised during the period
Weighted Average
Remaining
Contractual Term (in
years)
Weighted
Average Option
Price Per Share
$
8.24
Shares
192,725
-
(2,458)
(5,322)
$
-
$
8.02
$
8.26
Outstanding, December 31, 2008
184,945
$
8.24
Granted during the period
Expired during the period
Exercised during the period
-
(15,483)
-
$
-
$
9.02
$
-
Outstanding, December 31, 2009
169,462
$
8.17
Granted during the period
Expired during the period
Exercised during the period
Outstanding, December 31, 2010
Exercisable, December 31, 2010
-
(19,391)
-
$
-
$
6.99
$
-
150,071
$
8.32
150,071
$
8.32
1.50
1.50
Options outstanding at December 31, 2010 are exercisable at option prices ranging from $7.76 to $10.57. As of
December 31, 2010, the exercise price on options outstanding is more than the current market value; therefore,
options outstanding as of December 31, 2010 have no intrinsic value. Such options have a weighted average
remaining contractual life of approximately two years.
The Company recognized compensation expense for employee stock options and restricted stock awards of
$10,000, $4,000 and $12,000 for the years ended December 31, 2010, 2009 and 2008, respectively. As of
December 31, 2010 and 2009, there was no unrecognized compensation cost related to nonvested employee stock
options.
No options were granted or exercised during the years ended December 31, 2010 and 2009. The total intrinsic
value (amount by which the fair market value of the underlying stock exceeds the exercise price of an option on
exercise date) of options exercised during the year ended December 31, 2008 was $26,000. Cash received from
option exercises for the year ended December 31, 2008 was $44,000. There were no tax deductions from options
exercised for the year ended December 31, 2008.
The Company granted 3,000 shares of restricted stock in 2007 at a grant date fair value of $17.40 per share. The
Company granted 1,750 shares of restricted stock at a grant date fair value of $12.80 per share during third quarter
2008 and 2,000 shares of restricted stock at a fair value of $11.37 per share during fourth quarter 2008. The
A-41
Company recognizes compensation expense on the restricted stock over the period of time the restrictions are in
place (three years from the grant date for the grants to date). The amount of expense recorded each period reflects
the changes in the Company’s stock price during the period. As of December 31, 2010 and 2009, there was
$4,000 and $14,000 of total unrecognized compensation cost related to restricted stock grants, respectively, which
is expected to be recognized over a period of three years.
The Company has a new Omnibus Stock Ownership and Long Term Incentive Plan, which was approved by
shareholders’ on May 7, 2009 (the “2009 Plan”) whereby certain stock-based rights, such as stock options,
restricted stock, performance units, stock appreciation rights, or book value shares, may be granted to eligible
directors and employees. A total of 360,000 shares are currently reserved for possible issuance under the 2009
Plan. All rights must be granted or awarded within ten years from the May 7, 2009 effective date of the 2009
Plan. The Company has not granted any rights under this plan.
Net Earnings Per Share
Net earnings per common share is based on the weighted average number of common shares outstanding during
the period while the effects of potential common shares outstanding during the period are included in diluted
earnings per common share. The average market price during the year is used to compute equivalent shares.
The reconciliations of the amounts used in the computation of both “basic earnings per common share” and
“diluted earnings per common share” for the years ended December 31, 2010, 2009 and 2008 are as follows:
For the year ended December 31, 2010:
Basic earnings per common share
Effect of dilutive securities:
Stock options
Diluted earnings per common share
For the year ended December 31, 2009:
Basic earnings per common share
Effect of dilutive securities:
Stock options
Diluted earnings per common share
For the year ended December 31, 2008:
Basic earnings per common share
Effect of dilutive securities:
Stock options
Diluted earnings per common share
Net Earnings
Available to
Common
Shareholders
(Dollars in
thousands)
447
-
447
Net Earnings
Available to
Common
Shareholders
(Dollars in
thousands)
1,670
-
1,670
Net Earnings
Available to
Common
Shareholders
(Dollars in
thousands)
6,391
-
6,391
$
$
$
$
$
$
Common
Shares
5,539,308
4,107
5,543,415
Common
Shares
5,539,056
3,681
5,542,737
Common
Shares
5,588,314
58,980
5,647,294
Per Share
Amount
8
0.0
0.0
8
Per Share
Amount
0
0.3
0.3
0
Per Share
Amount
4
1.1
1.1
3
$
$
$
$
$
$
Recent Accounting Pronouncements
In January 2010, the FASB issued Accounting Standards Update No. 2010-06, Fair Value Measurements and
Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements (“ASU No. 2010-06”). ASU
No. 2010-06 amends Subtopic 820-10 to clarify existing disclosures, requires new disclosures, and includes
conforming amendments to guidance on employers’ disclosures about postretirement benefit plan assets. ASU
A-42
No. 2010-06 is effective for interim and annual periods beginning after December 15, 2009, except for
disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value
measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010 and for interim
periods within those fiscal years. The adoption of ASU is not expected to have a material impact on the
Company's results of operations, financial position or disclosures.
In February 2010, the FASB issued Accounting Standards Update No. 2010-09, Subsequent Events: Amendments
to Certain Recognition and Disclosure Requirements ("ASU No. 2010-09"). ASU No. 2010-09 removes some
contradictions between the requirements of U.S. GAAP and the filing rules of the Securities and Exchange
Commission ("SEC"). SEC filers are required to evaluate subsequent events through the date the financial
statements are issued, and they are no longer required to disclose the date through which subsequent events have
been evaluated. This guidance was effective upon issuance except for the use of the issued date for conduit debt
obligors, and did not have a material impact on the Company's results of operations, financial position or
disclosures.
In February 2010, the FASB issued Accounting Standards Update No. 2010-10, Consolidation: Amendments for
Certain Investment Funds ("ASU No. 2010-10"). ASU No. 2010-10 indefinitely defers the effective date for
certain investment funds resulting from the issuance of ASU No. 2009-17. ASU No. 2010-10 also clarifies that
(1) interests of related parties must be considered in determining whether fees paid to decision makers or service
providers constitute a variable interest, and (2) a quantitative calculation should not be the only basis on which
such determination is made. This guidance is effective as of the beginning of the first annual period beginning
after November 15, 2009, and for interim periods within that first annual reporting period. The adoption of this
ASU did not have a material impact on the Company's results of operations, financial position or disclosures.
In March 2010, the FASB issued Accounting Standards Update No. 2010-11, Derivatives and Hedging: Scope
Exception Related to Embedded Credit Derivatives (“ASU No. 2010-11”). ASU No. 2010-11 clarifies the type of
embedded credit derivative that is exempt from embedded derivative bifurcation requirements by resolving a
potential ambiguity about the breadth of the embedded credit derivative scope exception with regard to some
types of contracts, such as collateralized debt obligations ("CDO's") and synthetic CDO's. The scope exception
will no longer apply to some contracts that contain an embedded credit derivative feature that transfers credit risk.
The ASU is effective for fiscal quarters beginning after June 15, 2010. The adoption of this ASU did not have a
material impact on the Company's results of operations, financial position or disclosures.
In July 2010, the FASB issued Accounting Standards Update No. 2010-20, Disclosures about the Credit Quality
of Financing Receivables and the Allowance for Credit Losses (“ASU No. 2010-20”). ASU No. 2010-20
expanded loan credit quality and allowance for loan losses disclosure requirements. The ASU is effective for
fiscal quarters ending on or after December 15, 2010. The adoption of this guidance did not have a material
impact on the Company's results of operations or financial position; however, additional disclosures are required
for this ASU. See Note 3 – Loans.
In January 2011, the FASB issued Accounting Standards Update No. 2011-01, Deferral of the Effective date of
Disclosures about Troubled Debt Restructurings in Update No. 2010-20 (“ASU No. 2011-01”). ASU No. 2011-01
deferred the effective date of troubled debt restructurings disclosure requirements for public entities to be
concurrent with the effective date of the guidance for determining what constitutes a troubled debt restructuring,
as presented in proposed Accounting Standards Update, Receivables (Topic 310): Clarifications to Accounting for
Troubled Debt Restructurings by Creditors. The ASU is anticipated to be effective for interim and annual periods
ending after June 15, 2011. The adoption of this guidance is not expected to have a material impact on the
Company's results of operations or financial position; however, additional disclosures will be required for this
ASU.
Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies are
not expected to have a material impact on the Company's results of operations, financial position or disclosures.
A-43
A-43
(2)
Investment Securities
Investment securities available for sale at December 31, 2010 and 2009 are as follows:
(Dollars in thousands)
Mortgage-backed securities
U.S. government
sponsored enterprises
State and political subdivisions
Trust preferred securities
Equity securities
Total
Mortgage-backed securities
U.S. government
sponsored enterprises
State and political subdivisions
Trust preferred securities
Equity securities
Total
Amortized
Cost
137,811
42,933
89,486
1,250
982
272,462
Amortized
Cost
105,915
40,259
43,460
1,250
1,233
192,117
$
$
$
$
December 31, 2010
Gross
Unrealized
Gains
Gross
Unrealized
Losses
2,119
393
793
-
387
3,692
569
686
2,450
-
-
3,705
December 31, 2009
Gross
Unrealized
Gains
Gross
Unrealized
Losses
1,830
934
1,065
-
-
3,829
219
51
189
-
372
831
Estimated Fair
Value
139,361
42,640
87,829
1,250
1,369
272,449
Estimated Fair
Value
107,526
41,142
44,336
1,250
861
195,115
The current fair value and associated unrealized losses on investments in debt securities with unrealized losses at
December 31, 2010 and 2009 are summarized in the tables below, with the length of time the individual securities
have been in a continuous loss position.
(Dollars in thousands)
Mortgage-backed securities
U.S. government
sponsored enterprises
State and political subdivisions
Less than 12 Months
Fair Value
59,471
$
Unrealized
Losses
569
24,123
56,374
686
2,450
Total
$
139,968
3,705
Mortgage-backed securities
U.S. government
sponsored enterprises
State and political subdivisions
Equity securities
Total
$
34,902
Less than 12 Months
Fair Value
16,970
$
Unrealized
Losses
219
8,683
9,249
-
51
182
-
452
A-44
A-44
December 31, 2010
12 Months or More
Fair Value
Unrealized
Losses
-
-
-
-
-
-
-
-
December 31, 2009
12 Months or More
Fair Value
Unrealized
Losses
-
-
153
861
1,014
-
-
7
372
379
Total
Fair Value
59,471
Unrealized
Losses
569
24,123
56,374
686
2,450
139,968
3,705
Total
Fair Value
16,970
Unrealized
Losses
219
8,683
9,402
861
35,916
51
189
372
831
At December 31, 2010, unrealized losses in the investment securities portfolio relating to debt securities totaled
$3.7 million. The unrealized losses on these debt securities arose due to changing interest rates and are considered
to be temporary. From the December 31, 2010 tables above, 45 out of 124 securities issued by state and political
subdivisions contained unrealized losses and 85 out of 157 securities issued by U.S. government sponsored
enterprises, including mortgage-backed securities, contained unrealized losses. These unrealized losses are
considered temporary because of acceptable investment grades on each security and the repayment sources of
principal and interest are government backed.
The Company periodically evaluates its investments for any impairment which would be deemed other than
temporary. As part of its evaluation in 2010, the Company determined that the fair values of two equity securities
were less than the original cost of the investments and that the decline in fair value was not temporary in nature. As a
result, the Company wrote down its original investments by $291,000. The remaining fair value of the investments at
December 31, 2010 was approximately $409,000. Similarly, as part of its evaluation in 2009, the Company wrote
down three equity securities by $723,000. The remaining fair value of the investments at December 31, 2009 was
$11,000.
The amortized cost and estimated fair value of investment securities available for sale at December 31, 2010, by
contractual maturity, are shown below. Expected maturities of mortgage-backed securities will differ from
contractual maturities because borrowers have the right to call or prepay obligations with or without call or
prepayment penalties.
(Dollars in thousands)
Due within one year
Due from one to five years
Due from five to ten years
Due after ten years
Mortgage-backed securities
Equity securities
Total
Amortized
Cost
Estimated Fair
Value
$
$
3,679
53,288
56,390
20,312
137,811
982
272,462
3,711
53,330
55,005
19,673
139,361
1,369
272,449
Proceeds from sales of securities available for sale during 2010 were $65.8 million and resulted in a gross gain of
$3.3 million. During 2009 and 2008, the proceeds from sales of securities available for sale were $30.7 million
and $23.4 million, respectively and resulted in gross gains of $1.8 million and $160,000, respectively.
Securities with a fair value of approximately $75.5 million and $69.6 million at December 31, 2010 and 2009,
respectively, were pledged to secure public deposits and for other purposes as required by law.
GAAP establishes a framework for measuring fair value and expands disclosures about fair value measurements.
There is a three-level fair value hierarchy for fair value measurements. Level 1 inputs are quoted prices in active
markets for identical assets or liabilities that a company has the ability to access at the measurement date. Level 2
inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability,
either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. The table below
presents the balance of securities available for sale and derivatives, which are measured at fair value on a
recurring basis by level within the fair value hierarchy as of December 31, 2010 and 2009.
(Dollars in thousands)
Mortgage-backed securities
U.S. government
sponsored enterprises
State and political subdivisions
Trust preferred securities
Equity securities
Mortgage loans held for sale
Market value of derivatives (in other assets)
Fair Value
Measurements
December 31, 2010
$
139,361
$
$
$
$
$
$
42,640
87,829
1,250
1,369
3,814
648
Level 1
Valuation
-
Level 2
Valuation
139,361
Level 3
Valuation
-
-
-
-
1,369
-
-
42,640
87,829
-
-
3,814
648
-
-
1,250
-
-
-
A-45
A-45
(Dollars in thousands)
Mortgage-backed securities
U.S. government
sponsored enterprises
State and political subdivisions
Trust preferred securities
Equity securities
Mortgage loans held for sale
Market value of derivatives (in other assets)
Fair Value
Measurements
December 31, 2009
$
107,526
$
$
$
$
$
$
41,142
44,336
1,250
861
2,840
1,762
Level 1
Valuation
-
Level 2
Valuation
107,526
Level 3
Valuation
-
-
-
-
861
-
-
41,142
44,336
-
-
2,840
1,762
-
-
1,250
-
-
-
Fair values of investment securities available for sale are determined by obtaining quoted prices on nationally
recognized securities exchanges when available. If quoted prices are not available, fair value is determined using
matrix pricing, which is a mathematical technique used widely in the industry to value debt securities without
relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship
to other benchmark quoted securities. Fair values of derivative instruments are determined using widely accepted
valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This
analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable
market-based inputs, including interest rate curves and implied volatilities.
The following is an analysis of fair value measurements of investment securities available for sale using Level 3,
significant unobservable inputs, for the year ended December 31, 2010:
(Dollars in thousands)
Balance, beginning of period
Change in book value
Change in gain/(loss) realized and unrealized
Purchases/(sales)
Transfers in and/or out of Level 3
Balance, end of period
Change in unrealized gain/(loss) for assets still held in Level 3
Investment Securities
Available for Sale
Level 3 Valuation
$
1,250
-
-
-
-
$
1,250
$
-
(3)
Loans
Major classifications of loans at December 31, 2010 and 2009 are summarized as follows:
(Dollars in thousands)
Real Estate Loans
Construction and land development
Single-family residential
Commercial
Multifamily and Farmland
Total real estate loans
Commercial loans (not secured by real estate)
Consumer loans (not secured by real estate)
All other loans (not secured by real estate)
Total loans
2010
2009
$
124,048
287,307
213,487
6,456
631,298
60,994
11,500
22,368
726,160
169,680
281,686
224,975
6,302
682,643
67,487
12,943
14,983
778,056
Less allowance for loan losses
15,493
15,413
Total net loans
$
710,667
762,643
A-46
A-46
The Company grants loans and extensions of credit primarily within the Catawba Valley region of North Carolina,
which encompasses Catawba, Alexander, Iredell and Lincoln counties and also in Mecklenburg, Union and Wake
counties of North Carolina. Although the Bank has a diversified loan portfolio, a substantial portion of the loan
portfolio is collateralized by improved and unimproved real estate, the value of which is dependent upon the real
estate market.
Loans are considered past due if the required principal and interest payments have not been received as of the date
such payments were due. Loans are placed on non-accrual status when, in management’s opinion, the borrower
may be unable to meet payment obligations as they become due, as well as when required by regulatory
provisions. Loans may be placed on non-accrual status regardless of whether or not such loans are considered past
due. When interest accrual is discontinued, all unpaid accrued interest is reversed. Interest income is subsequently
recognized only to the extent cash payments are received in excess of principal due. Loans are returned to accrual
status when all the principal and interest amounts contractually due are brought current and future payments are
reasonably assured.
The following table presents an age analysis of past due loans, by loan type, as of December 31, 2010:
(Dollars in thousands)
Loans 30-89
Days Past
Due
Loans 90 or
More Days
Past Due
Total Past
Due
Loans
Total
Current
Loans
Total Loans
Accruing
Loans 90 or
More Days
Past Due
Real Estate Loans
Construction and land development
Single-family residential
Commercial
Multifamily and Farmland
Total real estate loans
$
Commercial loans (not secured by real estate)
Consumer loans (not secured by real estate)
All other loans (not secured by real estate)
Total loans
$
2,306
19,377
382
-
22,065
1,098
98
-
23,261
8,870
5,936
1,482
-
16,288
720
13
-
17,021
11,176
25,313
1,864
-
38,353
1,818
111
-
40,282
112,872
261,994
211,623
6,456
592,945
59,176
11,389
22,368
685,878
124,048
287,307
213,487
6,456
631,298
60,994
11,500
22,368
726,160
197
-
-
-
197
13
-
-
210
The following table present the Company’s non-accrual loans as of December 31, 2010 and 2009:
(Dollars in thousands)
Real Estate Loans
Construction and land development
Single-family residential
Commercial
Multifamily and Farmland
Total real estate loans
Commercial loans (not secured by real estate)
Consumer loans (not secured by real estate)
All other loans (not secured by real estate)
Total
2010
2009
$
$
22,916
10,837
5,351
-
39,104
816
142
-
40,062
4,787
11,847
4,519
117
21,270
1,498
21
-
22,789
At each reporting period, the Company determines which loans are impaired. Accordingly, the Company’s
impaired loans are reported at their estimated fair value on a non-recurring basis. An allowance for each impaired
loan, which is generally collateral-dependent, is calculated based on the fair value of its collateral. The fair value
of the collateral is based on appraisals performed by third-party valuation specialists. Factors including the
assumptions and techniques utilized by the appraiser are considered by management. If the recorded investment
in the impaired loan exceeds the measure of fair value of the collateral, a valuation allowance is recorded as a
component of the allowance for loan losses. No interest income is recognized on impaired loans subsequent to
their classification as impaired.
A-47
A-47
The following table presents the Company’s impaired loans as of December 31, 2010:
(Dollars in thousands)
Unpaid
Contractual
Principal
Balance
Recorded
Investment
With No
Allowance
Recorded
Investment
With
Allowance
Total
Recorded
Impairment
Related
Allowance
Average
Recorded
Impairment
Real Estate Loans
Construction and land development
Single-family residential
Commercial
Multifamily and Farmland
Total impaired real estate loans
$
Commercial loans (not secured by real estate)
Consumer loans (not secured by real estate)
All other loans (not secured by real estate)
Total impaired loans
$
31,346
12,376
6,018
-
49,740
1,243
152
-
51,135
20,787
9,847
4,991
-
35,625
811
142
-
36,578
2,130
990
359
-
3,479
5
-
-
3,484
-
22,916
10,837
5,351
-
39,104
816
142
-
40,062
1,055
168
148
-
1,371
5
-
1,376
18,767
12,573
4,769
27
36,136
1,479
79
-
37,694
The Company’s December 31, 2010 and 2009 fair value measurement for impaired loans and other real estate is
presented below:
(Dollars in thousands)
Fair Value
Measurements
December 31, 2010
$
40,062
$
6,673
Fair Value
Measurements
December 31, 2009
$
22,789
$
3,997
Impaired loans
Other real estate
Impaired loans
Other real estate
-
-
-
-
Level 1
Valuation
Level 1
Valuation
Level 2
Valuation
Level 3
Valuation
13,264
-
Total Gains/(Losses) for
the Year Ended
December 31, 2010
(10,591)
(340)
26,798
6,673
Level 2
Valuation
14,174
3,997
Level 3
Valuation
8,615
-
Total Gains/(Losses) for
the Year Ended
December 31, 2009
(1,924)
(100)
Changes in the allowance for loan losses were as follows:
(Dollars in thousands)
2010
2009
2008
Balance at beginning of year
Amounts charged off
Recoveries on amounts previously charged off
Provision for loan losses
Balance at end of year
$
$
15,413
(16,911)
553
16,438
11,025
(6,670)
523
10,535
9,103
(3,147)
275
4,794
15,493
15,413
11,025
The Company utilizes an internal risk grading matrix to assign a risk grade to each of its loans. Loans are graded
on a scale of 1 to 9. A description of the general characteristics of the nine risk grades is as follows:
• Risk Grade 1 – Excellent Quality: Loans are well above average quality and a minimal amount of credit
risk exists. CD or cash secured loans or properly margined actively traded stock or bond secured loans
would fall in this grade.
• Risk Grade 2 – High Quality: Loans are of good quality with risk levels well within the Bank's range of
acceptability. The company or individual is established with a history of successful performance though
somewhat susceptible to economic changes.
• Risk Grade 3 – Good Quality: Loans of average quality with risk levels within the Bank's range of
acceptability but higher than normal. This may be a new company or an existing company in a
transitional phase (e.g. expansion, acquisition, market change).
A-48
•
•
•
•
•
•
Risk Grade 4 – Management Attention: These loans have very high risk and servicing needs but still are
acceptable. Evidence of marginal performance or deteriorating trends are evident. These are not problem
credits presently, but may be in the future if the borrower is unable to change its present course.
Risk Grade 5 – Watch: These loans are currently performing satisfactorily, but there are potential
weaknesses that may, if not corrected, weaken the asset or inadequately protect the Bank’s position at
some future date. This frequently results from deviating from prudent lending practices, for instance
over-advancing on collateral.
Risk Grade 6 – Substandard: A substandard loan is inadequately protected by the current sound net
worth and paying capacity of the obligor or the collateral pledged (if there is any). There is a well-
defined weakness or weaknesses that jeopardize the liquidation of the debt. There is a distinct possibility
that the Bank will sustain some loss if the deficiencies are not corrected.
Risk Grade 7 – Low Substandard: These loans have the general characteristics of a Grade 6 Substandard
loan, with heightened potential concerns. The exact amount of loss is not yet known because neither the
liquidation value of the collateral nor the borrower’s predicted repayment ability is known with
confidence.
Risk Grade 8 – Doubtful: Loans classified Doubtful have all the weaknesses inherent in loans classified
Substandard, plus the added characteristic that the weaknesses make collection or liquidation in full on
the basis of currently existing facts, conditions, and values highly questionable and improbable.
Doubtful is a temporary grade where a loss is expected but is presently not quantified with any degree of
accuracy. Once the loss position is determined, the amount is charged off.
Risk Grade 9 – Loss: Loans classified Loss are considered uncollectable and of such little value that their
continuance as bankable assets is not warranted. This classification does not mean that the asset has
absolutely no recovery or salvage value, but rather that it is not practical or desirable to defer writing off
this worthless loan even though partial recovery may be effected in the future. Loss is a temporary grade
until the appropriate authority is obtained to charge the loan off.
The following table presents weighted average risk grades and balances of the total loan portfolio, along with
balances of classified loans, by loan type as of December 31, 2010. Classified loans include loans in risk grades
6, 7, 8 and 9.
(Dollars in thousands)
Weighted Average
Risk Grade of Loans
Outstanding
Loans
Outstanding
Classified
Loans
Real Estate Loans
Construction and land development
Single-family residential
Commercial
Multifamily and Farmland
Total real estate loans
Commercial loans (not secured by real estate)
Consumer loans (not secured by real estate)
All other loans (not secured by real estate)
Total loans
4.19
2.97
3.33
2.83
3.09
2.48
2.77
$
$
124,048
287,307
213,487
6,456
631,298
60,994
11,500
22,368
726,160
29,890
15,859
12,965
223
58,936
1,710
151
-
60,797
At December 31, 2010, troubled debt restructured (“TDR”) loans amounted to $56.7 million, including $10.0
million in performing TDR loans. The terms of these loans have been renegotiated to provide a reduction in
principal or interest as a result of the deteriorating financial position of the borrower. At December 31, 2009,
TDR loans amounted to $9.2 million, including $3.8 million in performing TDR loans. The increase in TDR
loans at December 31, 2010 compared to December 31, 2009 is primarily due to the classification of all non-
accrual loans as TDR as of December 31, 2010.
A-49
A-49
The following table presents an analysis of TDR loans by loan type as of December 31, 2010.
(Dollars in thousands)
Real Estate Loans
Construction and land development
Single-family residential
Commercial
Multifamily and Farmland
Total real estate TDR loans
Commercial loans (not secured by real estate)
Consumer loans (not secured by real estate)
All other loans (not secured by real estate)
Total TDR loans
Pre-Modification
Outstanding
Recorded
Investment
Post-Modification
Outstanding
Recorded
Investment
Number of
Contracts
47
221
17
1
286
26
12
-
324
$
$
27,901
26,808
8,155
322
63,186
6,196
148
-
69,530
23,121
25,296
6,243
223
54,883
1,719
142
-
56,744
(4)
Premises and Equipment
Major classifications of premises and equipment are summarized as follows:
(Dollars in thousands)
Land
Buildings and improvements
Furniture and equipment
Total premises and equipment
Less accumulated depreciation
2010
2009
$
3,581
14,759
15,575
33,915
16,581
3,581
14,737
18,624
36,942
18,995
17,947
Total net premises and equipment
$
17,334
Depreciation expense was approximately $2.1 million for the year ended December 31, 2010. The Company
recognized approximately $1.9 and $1.8 million in depreciation expense for the years ended December 31, 2009
and 2008.
(5)
Time Deposits
At December 31, 2010, the scheduled maturities of time deposits are as follows:
(Dollars in thousands)
2011
2012
2013
2014
2015 and thereafter
Total
$
243,332
114,459
23,140
2,255
8,223
$
391,409
At December 31, 2010 and 2009, the Company has approximately $87.4 million and $84.0 million, respectively,
in time deposits purchased through third party brokers, including certificates of deposit participated through the
Certificate of Deposit Account Registry Service (CDARS) on behalf of local customers. CDARS balances totaled
$53.0 million and $49.4 million as of December 31, 2010 and 2009, respectively. The weighted average rate of
brokered deposits as of December 31, 2010 and 2009 was 1.20% and 1.90%, respectively.
A-50
A-50
(6)
Federal Home Loan Bank and Federal Reserve Bank Borrowings
The Bank has borrowings from the Federal Home Loan Bank of Atlanta (“FHLB”) with monthly or quarterly
interest payments at December 31, 2010. The FHLB borrowings are collateralized by a blanket assignment on all
residential first mortgage loans, home equity lines of credit and loans secured by multi-family real estate that the
Bank owns. At December 31, 2010, the carrying value of loans pledged as collateral totaled approximately
$153.8 million. As additional collateral, the Bank has pledged securities to the FHLB. At December 31, 2010,
the market value of securities pledged to the FHLB totaled $10.0 million.
Borrowings from the FHLB outstanding at December 31, 2010 consist of the following:
(Dollars in thousands)
Maturity Date
Call Date
June 24, 2015
March 25, 2019
March 31, 2016
N/A
N/A
March 31, 2009 and every
three months thereafter
Rate
3.710%
4.260%
4.620%
Rate Type
Convertible
Convertible
Convertible
October 5, 2016
N/A
4.450%
Convertible
January 30, 2017
June 8, 2017
July 11, 2017
October 30, 2008 and every
three months thereafter
December 8, 2008 and every
three months thereafter
January 11, 2008 and every
three months thereafter
4.500%
4.713%
Convertible
Convertible
4.440%
Convertible
July 24, 2017
April 24, 2008 and every
4.420%
Convertible
month thereafter
November 12, 2014
November 13, 2017
N/A
N/A
2.230% Fixed Rate Hybrid
4.260% Fixed Rate Hybrid
$
Amount
5,000
$
5,000
5,000
5,000
5,000
15,000
5,000
5,000
5,000
15,000
70,000
The FHLB has the option to convert $50.0 million of the total advances to a floating rate and, if converted, the
Bank may repay advances without a prepayment fee.
The Bank is required to purchase and hold certain amounts of FHLB stock in order to obtain FHLB borrowings.
No ready market exists for the FHLB stock, and it has no quoted market value. The stock is redeemable at $100
per share subject to certain limitations set by the FHLB. At December 31, 2010 and 2009, the Bank owned FHLB
stock amounting to $4.9 million and $5.5 million, respectively.
As of December 31, 2010 and 2009, the Bank had no borrowings from the Federal Reserve Bank (“FRB”). FRB
borrowings are collateralized by a blanket assignment on all qualifying loans that the Bank owns which are not
pledged to the FHLB. At December 31, 2010, the carrying value of loans pledged as collateral totaled
approximately $348.9 million.
(7)
Junior Subordinated Debentures
In June 2006, the Company formed a second wholly owned Delaware statutory trust, PEBK Capital Trust II
(“PEBK Trust II”), which issued $20.0 million of guaranteed preferred beneficial interests in the Company’s
junior subordinated deferrable interest debentures. All of the common securities of PEBK Trust II are owned by
the Company. The proceeds from the issuance of the common securities and the trust preferred securities were
used by PEBK Trust II to purchase $20.6 million of junior subordinated debentures of the Company, which pay a
floating rate equal to three month LIBOR plus 163 basis points. The proceeds received by the Company from the
sale of the junior subordinated debentures were used to repay in December 2006 the trust preferred securities
issued by PEBK Trust in December 2001 and for general purposes. The debentures represent the sole asset of
PEBK Trust II. PEBK Trust II is not included in the consolidated financial statements.
A-51
A-51
The trust preferred securities issued by PEBK Trust II accrue and pay quarterly at a floating rate of three-month
LIBOR plus 163 basis points. The Company has guaranteed distributions and other payments due on the trust
preferred securities to the extent PEBK Trust II has funds with which to make the distributions and other
payments. The net combined effect of all the documents entered into in connection with the trust preferred
securities is that the Company is liable to make the distributions and other payments required on the trust preferred
securities.
These trust preferred securities are mandatorily redeemable upon maturity of the debentures on June 28, 2036, or
upon earlier redemption as provided in the indenture. The Company has the right to redeem the debentures
purchased by PEBK Trust II, in whole or in part, on or after June 28, 2011. As specified in the indenture, if the
debentures are redeemed prior to maturity, the redemption price will be the principal amount and any accrued but
unpaid interest.
(8)
Income Taxes
The provision for income taxes in summarized as follows:
(Dollars in thousands)
Current
Deferred
Total
2010
2009
2008
$
$
512
(523)
(11)
3,059
(1,720)
1,339
3,698
(485)
3,213
The differences between the provision for income taxes and the amount computed by applying the statutory
federal income tax rate to earnings before income taxes are as follows:
(Dollars in thousands)
Pre-tax income at statutory rates (34%)
Differences:
Tax exempt interest income
Nondeductible interest and other expense
Cash surrender value of life insurance
State taxes, net of federal benefits
Nondeductible capital losses
Other, net
Total
2010
622
(721)
58
(87)
(8)
99
26
(11)
$
$
2009
1,447
2008
3,265
(429)
38
(89)
100
234
38
1,339
(313)
60
(83)
257
-
27
3,213
The following summarizes the tax effects of temporary differences that give rise to significant portions of the
deferred tax assets and deferred tax liabilities. The net deferred tax asset is included as a component of other
assets at December 31, 2010 and 2009.
(Dollars in thousands)
Deferred tax assets:
Allowance for loan losses
Amortizable intangible assets
Accrued retirement expense
Income from non-accrual loans
Other
Total gross deferred tax assets
Deferred tax liabilities:
Deferred loan fees
Premises and equipment
Unrealized gain (loss) on available for sale securities
Unrealized gain on cash flow hedges
Total gross deferred tax liabilities
Net deferred tax asset
A-52
2010
2009
$
$
5,973
-
1,086
43
507
7,609
1,259
493
(5)
252
1,999
5,610
5,942
11
987
14
112
7,066
1,404
328
1,168
686
3,586
3,480
(9)
Related Party Transactions
The Company conducts transactions with its directors and executive officers, including companies in which they
have beneficial interests, in the normal course of business. It is the policy of the Company that loan transactions
with directors and officers are made on substantially the same terms as those prevailing at the time made for
comparable loans to other persons. The following is a summary of activity for related party loans for 2010:
(Dollars in thousands)
Beginning balance
New loans
Repayments
Ending balance
$
$
5,940
7,517
7,409
6,048
At December 31, 2010 and 2009, the Company had deposit relationships with related parties of approximately
$15.4 million and $17.2 million, respectively.
(10)
Commitments and Contingencies
The Company leases various office spaces for banking and operational facilities and equipment under operating
lease arrangements. Future minimum lease payments required for all operating leases having a remaining term in
excess of one year at December 31, 2010 are as follows:
(Dollars in thousands)
Year ending December 31,
2011
2012
2013
2014
2015
Thereafter
Total minimum obligation
$
$
6
00
471
256
242
211
1,440
3,220
Total rent expense was approximately $815,000, $922,000 and $1.0 million for 2010, 2009 and 2008,
respectively.
The Company is party to financial instruments with off-balance-sheet risk in the normal course of business to
meet the financing needs of its customers. These financial instruments include commitments to extend credit,
standby letters of credit and financial guarantees. Those instruments involve, to varying degrees, elements of
credit risk in excess of the amount recognized in the balance sheet. The contract amounts of those instruments
reflect the extent of involvement the Company has in particular classes of financial instruments.
The exposure to credit loss in the event of nonperformance by the other party to the financial instrument for
commitments to extend credit and standby letters of credit and financial guarantees written is represented by the
contractual amount of those instruments. The Company uses the same credit policies in making commitments and
conditional obligations as it does for on-balance-sheet instruments.
In most cases, the Company requires collateral or other security to support financial instruments with credit risk.
(Dollars in thousands)
Financial instruments whose contract amount represent credit risk:
Commitments to extend credit
Standby letters of credit and financial guarantees written
$
$
137,015
3,590
140,207
3,302
Contractual Amount
2010
2009
A-53
A-53
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any
condition established in the contract. Commitments generally have fixed expiration dates and because they may
expire without being drawn upon, the total commitment amount of $140.6 million does not necessarily represent
future cash requirements.
Standby letters of credit and financial guarantees written are conditional commitments issued by the Company to
guarantee the performance of a customer to a third party. Those guarantees are primarily issued to businesses in
the Company’s delineated market area. The credit risk involved in issuing letters of credit is essentially the same
as that involved in extending loan facilities to customers. The Company holds real estate, equipment, automobiles
and customer deposits as collateral supporting those commitments for which collateral is deemed necessary.
In the normal course of business, the Company is a party (both as plaintiff and defendant) to a number of lawsuits.
In the opinion of management and counsel, none of these cases should have a material adverse effect on the
financial position of the Bank or the Company.
The Company has employment agreements with certain key employees. The agreements, among other things,
include salary, bonus, incentive stock option, and change in control provisions.
The Company has $55.5 million available for the purchase of overnight federal funds from five correspondent
financial institutions.
(11)
Derivative Financial Instruments and Hedging Transactions
Accounting Policy for Derivative Instruments and Hedging Activities
The disclosure requirements for derivatives and hedging activities have the intent to provide users of financial
statements with an enhanced understanding of: (a) how and why an entity uses derivative instruments, (b) how
derivative instruments and related hedged items are accounted for and (c) how derivative instruments and related
hedged items affect an entity’s financial position, financial performance, and cash flows. The disclosure
requirements include qualitative disclosures about objectives and strategies for using derivatives, quantitative
disclosures about the fair value of and gains and losses on derivative instruments, and disclosures about credit-
risk-related contingent features in derivative instruments.
The Company records all derivatives on the balance sheet at fair value. The accounting for changes in the fair
value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate
a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has
satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the
exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk,
such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the
exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash
flow hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on
the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are
attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a
cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge
certain of its risks, even though hedge accounting does not apply or the Company elects not to apply hedge
accounting.
Risk Management Objective of Using Derivatives
The Company has an overall interest rate risk management strategy that incorporates the use of derivative
instruments to minimize significant unplanned fluctuations in earnings that are caused by interest rate volatility.
By using derivative instruments, the Company is exposed to credit and market risk. If the counterparty fails to
perform, credit risk is equal to the extent of the fair-value gain in the derivative. The Company minimizes the
credit risk in derivative instruments by entering into transactions with high-quality counterparties that are
reviewed periodically by the Company. As of December 31, 2010, the Company had a cash flow hedge with a
notional amount of $50.0 million. This derivative instrument consists of one interest rate swap contract.
Fair Values of Derivative Instruments on the Balance Sheet
The table below presents the fair value of the Company’s derivative financial instruments as well as their
classification on the Balance Sheet as of December 31, 2010 and 2009.
A-54
A-54
(Dollars in thousands)
Interest rate derivative contracts
Asset Derivatives
As of December 31, 2010
As of December 31, 2009
Balance Sheet
Location
Other assets
Fair Value
$
648
Balance Sheet
Location
Other assets
Fair Value
$
1,762
Cash Flow Hedges of Interest Rate Risk
The Company’s objectives in using interest rate derivatives are to add stability to interest income and expense and
to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses
interest rate swaps and floors as part of its interest rate risk management strategy. For hedges of the Company’s
variable-rate loan assets, interest rate swaps designated as cash flow hedges involve the receipt of fixed-rate
amounts from a counterparty in exchange for the Company making variable-rate payments over the life of the
agreements without exchange of the underlying notional amount. For hedges of the Company’s variable-rate loan
assets, the interest rate floors designated as a cash flow hedge involves the receipt of variable-rate amounts from a
counterparty if interest rates fall below the strike rate on the contract in exchange for an up front premium. As of
December 31, 2010, the Company had one interest rate swap with a notional amount of $50.0 million that was
designated as a cash flow hedge of interest rate risk.
The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is
recorded in Accumulated Other Comprehensive Income and is subsequently reclassified into earnings in the
period that the hedged forecasted transaction affects earnings. During 2010, 2009 and 2008, such derivatives
were used to hedge the variable cash inflows associated with existing pools of prime-based loan assets. The
ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. The Company
recognized hedge ineffectiveness gains of $1,000 in earnings during the year ended December 31, 2009.
Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to
interest income or expense as interest payments are received/made on the Company’s variable-rate
assets/liabilities. During the next twelve months, the Company estimates that $648,000 will be reclassified as an
increase to interest income.
Effect of Derivative Instruments on the Income Statement
The table below presents the effect of the Company’s derivative financial instruments on the Income Statement for
the years ended December 31, 2010 and 2009.
(Dollars in thousands)
Amount of Gain
(Loss) Recognized in
OCI on Derivatives
Years ended
December 31,
2010
2009
$
404
$
434
Location of Gain
(Loss) Reclassified
from Accumulated
OCI into Income
Interest income
Non-interest income
Amount of Gain
(Loss) Reclassified
from Accumulated
OCI into Income
Years ended
December 31,
2010
1,518
$
$
-
2009
3,114
46
$
$
Interest rate derivative contracts
(12)
Employee and Director Benefit Programs
The Company has a profit sharing and 401(k) plan for the benefit of substantially all employees subject to certain
minimum age and service requirements. Under this plan, the Company matched employee contributions to a
maximum of 2.50% of annual compensation for 2010 and 5.00% of annual compensation for 2009 and 2008. The
Company’s contribution pursuant to this formula was approximately $208,000, $482,000 and $483,000 for the
years 2010, 2009 and 2008, respectively. Investments of the plan are determined by the compensation committee
consisting of selected outside directors and senior executive officers. No investments in Company stock have been
made by the plan. The vesting schedule for the plan begins at 20 percent after two years of employment and
graduates 20 percent each year until reaching 100 percent after six years of employment.
A-55
In December 2001, the Company initiated a postretirement benefit plan to provide retirement benefits to key
officers and its Board of Directors and to provide death benefits for their designated beneficiaries. Under the plan,
the Company purchased life insurance contracts on the lives of the key officers and each director. The increase in
cash surrender value of the contracts constitutes the Company’s contribution to the plan each year. Plan
participants are to be paid annual benefits for a specified number of years commencing upon retirement. Expenses
incurred for benefits relating to this plan were approximately $279,000, $609,000 and $365,000 during 2010,
2009 and 2008, respectively.
The Company is currently paying medical benefits for certain retired employees. Postretirement benefits expense,
including amortization of the transition obligation, as applicable, was approximately $23,000 for the years ended
December 31, 2010, 2009 and 2008.
The following table sets forth the change in the accumulated benefit obligation for the Company’s two
postretirement benefit plans described above:
(Dollars in thousands)
Benefit obligation at beginning of period
Service cost
Interest cost
Benefits paid
Benefit obligation at end of period
2010
2009
$
$
2,355
244
53
(45)
2,607
1,779
500
105
(29)
2,355
The amounts recognized in the Company’s consolidated balance sheet as of December 31, 2010 and 2009 are
shown in the following two tables:
(Dollars in thousands)
Benefit obligation
Fair value of plan assets
(Dollars in thousands)
Funded status
Unrecognized prior service cost/benefit
Unrecognized net actuarial loss
Net amount recognized
Unfunded accrued liability
Intangible assets
Net amount recognized
2010
2009
2,607
-
2,355
-
2010
2009
(2,607)
-
-
(2,355)
-
-
(2,607)
(2,355)
(2,607)
-
(2,355)
-
(2,607)
(2,355)
$
$
$
$
$
Net periodic benefit cost of the Company’s two post retirement benefit plans for the years ended December 31,
2010 and 2009 consisted of the following:
(Dollars in thousands)
Service cost
Interest cost
Net periodic cost
2010
2009
$
$
244
53
297
500
105
605
Weighted average discount rate assumption used to
determine benefit obligation
6.65%
6.66%
A-56
A-56
During the year ended December 31, 2010, the Company paid benefits totaling $45,000. Information about the
expected benefit payments for the Company’s two postretirement benefit plans is as follows:
(Dollars in thousands)
Year ending December 31,
2011
2012
2013
2014
2015
Thereafter
$
$
$
$
$
$
4
5
6
2
99
22
52
08
1
2
2
9,1
Relating to the post retirement benefit plan, the Company is required to recognize an obligation for either the
present value of the entire promised death benefit or the annual “cost of insurance” required to keep the policy in
force during the post-retirement years. The Company made a $467,000 reduction to retained earnings in 2008
pursuant to the guidance of the pronouncement to record the portion of this benefit earned by participants prior to
adoption of this pronouncement. In 2009, the Company made a $358,000 addition to retained earnings to reflect
an adjustment of the cumulative effect due to policy amendments to the individual split-dollar plans implemented
during 2009.
Members of the Board of Directors are eligible to participate in the Company’s Omnibus Stock Ownership and
Long Term Incentive Plan (the “Stock Benefits Plan”). Each director was awarded 9,737 book value shares
(adjusted for stock dividends and stock splits) under the Stock Benefits Plan. The book value of the shares
awarded ranged from $6.31 to $8.64. All book value shares were fully vested on May 6, 2009 and were exercised
in 2009. The Company did not record any expenses associated with this plan in 2010. The Company recorded
expenses of approximately $59,000 and $136,000 associated with the benefits of this plan in the years ended
December 31, 2009, and 2008, respectively.
A summary of book value shares activity under the Stock Benefits Plan for the years ended December 31, 2010,
2009 and 2008 is presented below.
2010
2009
2008
Weighted
Average
Price of
Book Value
Shares
$
-
$
-
Shares
-
-
Weighted
Average
Price of
Book Value
Shares
Shares
97,377
(97,377)
$
$
7.38
7.38
Weighted
Average
Price of
Book Value
Shares
7.38
$
$
-
Shares
97,377
-
-
-
$
-
$
-
-
-
$
-
$
-
97,377
$
7.38
89,580
$
7.27
Outstanding, beginning of period
Exercised during the period
Outstanding, end of period
Number of shares exercisable
The Company has a new Omnibus Stock Ownership and Long Term Incentive Plan, which was approved by
shareholders’ on May 7, 2009 (the “2009 Plan”) whereby certain stock-based rights, such as stock options,
restricted stock, performance units, stock appreciation rights, or book value shares, may be granted to eligible
directors and employees. A total of 360,000 shares are currently reserved for possible issuance under the 2009
Plan. All rights must be granted or awarded within ten years from the May 7, 2009 effective date of the 2009
Plan. The Company has not granted any rights under this plan.
(13)
Regulatory Matters
The Company is subject to various regulatory capital requirements administered by the federal banking agencies.
Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary
actions by regulators that, if undertaken, could have a direct material effect on the Company’s financial
statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the
Company must meet specific capital guidelines that involve quantitative measures of the assets, liabilities and
certain off-balance-sheet items as calculated under regulatory accounting practices. The capital amounts and
classification are also subject to qualitative judgments by the regulators about components, risk weightings, and
other factors.
A-57
Quantitative measures established by regulation to ensure capital adequacy require the Company to maintain
minimum amounts and ratios of capital in relation to both on- and off-balance sheet items at various risk weights.
Total capital consists of two tiers of capital. Tier 1 Capital includes common shareholders’ equity and trust
preferred securities less adjustments for intangible assets. Tier 2 Capital consists of the allowance for loan losses
up to 1.25% of risk-weighted assets and other adjustments. Management believes, as of December 31, 2010, that
the Company and the Bank meet all capital adequacy requirements to which they are subject.
As of December 31, 2010, the most recent notification from the FDIC categorized the Bank as well capitalized
under the regulatory framework for prompt corrective action. To be categorized as well capitalized the Bank must
maintain minimum total risk-based, Tier 1 risk-based and Tier 1 leverage ratios as set forth in the table. There are
no conditions or events since that notification that management believes have changed the Bank’s category.
The Company’s and the Bank’s actual capital amounts and ratios are presented below:
(Dollars in thousands)
Actual
For Capital
Adequacy Purposes
To Be Well
Capitalized Under
Prompt Corrective
Action Provisions
Amount
Ratio
Amount
Ratio
Amount
Ratio
As of December 31, 2010:
Total Capital (to Risk-Weighted Assets)
Consolidated
Bank
$
$
126,912
107,294
15.51% 65,455
13.15% 65,291
8.00%
8.00% 81,614
N/A
N/A
10.00%
Tier 1 Capital (to Risk-Weighted Assets)
Consolidated
Bank
Tier 1 Capital (to Average Assets)
Consolidated
Bank
As of December 31, 2009:
Total Capital (to Risk-Weighted Assets)
$
$
116,470
96,853
14.24% 32,728
11.87% 32,646
4.00%
4.00% 48,968
N/A
$
$
116,470
96,853
10.70% 43,533
8.91% 43,491
4.00%
4.00% 54,363
N/A
N/A
6.00%
N/A
5.00%
Consolidated
Bank
$
$
126,689
105,217
15.00% 67,586
12.48% 67,444
8.00%
8.00% 84,305
N/A
N/A
10.00%
Tier 1 Capital (to Risk-Weighted Assets)
Consolidated
Bank
Tier 1 Capital (to Average Assets)
Consolidated
Bank
$
$
116,091
94,619
13.74% 33,793
11.22% 33,722
4.00%
4.00% 50,583
N/A
$
$
116,091
94,619
11.42% 40,650
9.33% 40,581
4.00%
4.00% 50,726
N/A
N/A
6.00%
N/A
5.00%
(14)
Shareholders’ Equity
The Board of Directors, at its discretion, can issue shares of preferred stock up to a maximum of 5,000,000 shares.
The Board is authorized to determine the number of shares, voting powers, designations, preferences, limitations
and relative rights.
On December 23, 2008, the Company entered into a Securities Purchase Agreement (“Purchase Agreement”) with
the United States Treasury (the “UST”). Under the Purchase Agreement, the Company agreed to issue and sell
25,054 shares of Series A preferred stock and a warrant to purchase 357,234 shares of common stock associated
with the Company’s participation in the UST’s Capital Purchase Program (“CPP”) under the Troubled Asset
Relief Program (“TARP”). Proceeds from this issuance of preferred shares were allocated between preferred
stock and the warrant based on their relative fair values at the time of the sale. Of the $25.1 million in proceeds,
$24.4 million was allocated to the Series A preferred stock and $704,000 was allocated to the common stock
warrant. The discount recorded on the preferred stock that resulted from allocating a portion of the proceeds to
A-58
the warrant is being accreted directly to retained earnings over a five-year period applying a level yield. As of
December 31, 2010, the Company has accreted a total of $267,000 of the discount related to the Series A
preferred stock. The Company paid dividends of $1.3 million on the Series A preferred stock during 2010 and
cumulative undeclared dividends at December 31, 2010 were $157,000.
The Series A preferred stock qualifies as Tier 1 capital and will pay cumulative dividends at a rate of 5% per
annum for the first five years and 9% per annum thereafter. The Series A preferred stock may be redeemed at the
stated amount of $1,000 per share plus any accrued and unpaid dividends. Under the terms of the original
Purchase Agreement, the Company could not redeem the preferred shares until December 23, 2011 unless the total
amount of the issuance, $25.1 million, was replaced with the same amount of other forms of capital that would
qualify as Tier 1 capital. However, with the enactment of the American Recovery and Reinvestment Act of 2009
(“ARRA”), the Company can now redeem the preferred shares at any time, if approved by the Company’s primary
regulator. The Series A preferred stock is non-voting except for class voting rights on matters that would
adversely affect the rights of the holders of the Series A preferred stock.
The exercise price of the warrant is $10.52 per common share and it is exercisable at anytime on or before
December 18, 2018.
The Company is subject to the following restrictions while the Series A preferred stock is outstanding: 1) UST
approval is required for the Company to repurchase shares of outstanding common stock; 2) the full dividend for
the latest completed CPP dividend period must be declared and paid in full before dividends may be paid to
common shareholders; 3) UST approval is required for any increase in common dividends per share above the last
quarterly dividend of $0.12 per share paid prior to December 23, 2008; and 4) the Company may not take tax
deductions for any senior executive officer whose compensation is above $500,000. There were additional
restrictions on executive compensation added in the ARRA for companies participating in the TARP, including
participants in the CPP.
The Board of Directors of the Bank may declare a dividend of all of its retained earnings as it may deem
appropriate, subject to the requirements of the General Statutes of North Carolina, without prior approval from the
requisite regulatory authorities. As of December 31, 2010, this amount was approximately $43.6 million.
(15)
Other Operating Expense
Other operating expense for the years ended December 31 included the following items that exceeded one percent
of total revenues at some point during the following three-year period:
(Dollars in thousands)
Advertising
FDIC insurance
Visa debit card expense
Telephone
(16)
Fair Value of Financial Instruments
2010
2009
2008
$
$
$
$
714
1,434
606
629
860
1,766
1,064
616
1,076
547
761
476
The Company is required to disclose fair value information about financial instruments, whether or not recognized
on the face of the balance sheet, for which it is practicable to estimate that value. The assumptions used in the
estimation of the fair value of the Company’s financial instruments are detailed below. Where quoted prices are
not available, fair values are based on estimates using discounted cash flows and other valuation techniques. The
use of discounted cash flows can be significantly affected by the assumptions used, including the discount rate and
estimates of future cash flows. The following disclosures should not be considered a surrogate of the liquidation
value of the Company, but rather a good faith estimate of the increase or decrease in value of financial instruments
held by the Company since purchase, origination, or issuance.
Cash and Cash Equivalents
For cash, due from banks and interest bearing deposits, the carrying amount is a reasonable estimate of
fair value.
Certificates of Deposit
The carrying amount of certificates of deposits is a reasonable estimate of fair value.
A-59
A-59
Investment Securities Available for Sale
Fair values for investment securities are based on quoted market prices.
Other Investments
For other investments, the carrying value is a reasonable estimate of fair value.
Mortgage Loans Held for Sale
Mortgage loans held for sale are carried at lower of aggregate cost or market value. The cost of
mortgage loans held for sale approximates the market value.
Loans
The fair value of fixed rate loans is estimated by discounting the future cash flows using the current rates
at which similar loans would be made to borrowers with similar credit ratings. For variable rate loans,
the carrying amount is a reasonable estimate of fair value.
Cash Surrender Value of Life Insurance
For cash surrender value of life insurance, the carrying value is a reasonable estimate of fair value.
Derivative Instruments
For derivative instruments, fair value is estimated as the amount that the Company would receive or pay
to terminate the contracts at the reporting date, taking into account the current unrealized gains or losses
on open contracts.
Deposits and Demand Notes Payable
The fair value of demand deposits, interest-bearing demand deposits, savings, and demand notes payable
to U.S. Treasury is the amount payable on demand at the reporting date. The fair value of certificates of
deposit is estimated by discounting the future cash flows using the rates currently offered for deposits of
similar remaining maturities.
Securities Sold Under Agreements to Repurchase
For securities sold under agreements to repurchase, the carrying value is a reasonable estimate of fair
value.
FHLB Borrowings
The fair value of FHLB borrowings is estimated based upon discounted future cash flows using a
discount rate comparable to the current market rate for such borrowings.
Junior Subordinated Debentures
Because the Company’s junior subordinated debentures were issued at a floating rate, the carrying
amount is a reasonable estimate of fair value.
Commitments to Extend Credit and Standby Letters of Credit
Commitments to extend credit and standby letters of credit are generally short-term and at variable
interest rates. Therefore, both the carrying value and estimated fair value associated with these
instruments are immaterial.
Limitations
Fair value estimates are made at a specific point in time, based on relevant market information and
information about the financial instrument. These estimates do not reflect any premium or discount that
could result from offering for sale at one time the Company’s entire holdings of a particular financial
instrument. Because no market exists for a significant portion of the Company’s financial instruments,
fair value estimates are based on many judgments. These estimates are subjective in nature and involve
uncertainties and matters of significant judgment and therefore cannot be determined with precision.
Changes in assumptions could significantly affect the estimates.
Fair value estimates are based on existing on and off-balance sheet financial instruments without
attempting to estimate the value of anticipated future business and the value of assets and liabilities that
are not considered financial instruments. Significant assets and liabilities that are not considered
financial instruments include the deferred income taxes and premises and equipment. In addition, the tax
ramifications related to the realization of the unrealized gains and losses can have a significant effect on
fair value estimates and have not been considered in the estimates.
A-60
A-60
The carrying amount and estimated fair value of the Company’s financial instruments at December 31, 2010 and
2009 are as follows:
December 31, 2010
Carrying
Amount
Estimated
Fair Value
December 31, 2009
Carrying
Amount
Estimated
Fair Value
(dollars in thousands)
Assets:
Cash and cash equivalents
Certificates of deposit
Investment securities available for sale
Other investments
Mortgage loans held for sale
Loans, net
Cash surrender value of life insurance
Derivative instruments
Liabilities:
Deposits and demand notes payable
Securities sold under agreements
to repurchase
FHLB borrowings
Junior subordinated debentures
$
$
$
$
$
$
$
$
$
$
$
$
23,977
735
272,449
5,761
3,814
710,667
7,539
648
23,977
735
272,449
5,761
3,814
710,880
7,539
648
31,340
3,345
195,115
6,346
2,840
762,643
7,282
1,762
31,340
3,345
195,115
6,346
2,840
763,939
7,282
1,762
840,312
839,379
809,979
809,717
34,094
70,000
20,619
34,094
79,950
20,619
36,876
77,000
20,619
36,876
86,680
20,619
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A-61
(17)
Statements
Peoples Bancorp of North Carolina, Inc. (Parent Company Only) Condensed Financial
Balance Sheets
December 31, 2010 and 2009
(Dollars in thousands)
Assets
2010
2009
Cash
Interest-bearing time deposit
Investment in subsidiaries
Investment securities available for sale
Other assets
Total assets
Liabilities and Shareholders' Equity
Accrued expenses
Junior subordinated debentures
Shareholders' equity
Total liabilities and shareholders' equity
$
$
$
$
425
17,000
98,164
1,659
393
300
19,000
98,455
1,668
437
117,641
119,860
164
20,619
96,858
117,641
18
20,619
99,223
119,860
Statements of Earnings
For the Years Ended December 31, 2010, 2009 and 2008
(Dollars in thousands)
$
Revenues:
Dividends from subsidiaries
Interest and dividend income
Loss on sale of securities
Total revenues
Expenses:
Interest
Other operating expenses
Total expenses
(Loss) earnings before income tax benefit and equity in
undistributed earnings of subsidiaries
Income tax benefit
(Loss) earnings before equity in undistributed
earnings of subsidiaries
Equity in undistributed earnings of subsidiaries
Net earnings
$
2010
2009
2008
-
311
(291)
20
411
191
602
(582)
24
(558)
2,399
1,841
-
454
(149)
305
546
230
776
(471)
84
(387)
3,303
2,916
1,929
443
(327)
2,045
1,016
244
1,260
785
389
1,174
5,217
6,391
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A-62
Statements of Cash Flows
For the Years Ended December 31, 2010, 2009 and 2008
(Dollars in thousands)
2010
2009
2008
$
1,841
2,916
6,391
-
(2,399)
-
291
(66)
-
147
(186)
(36,000)
36,000
-
2,000
-
2,000
-
(1,253)
(448)
-
12
-
(1,689)
125
300
425
(720)
(3,303)
278
149
(319)
17
252
(730)
(15,000)
15,000
-
(14,000)
(8,010)
(22,010)
-
(1,120)
(1,440)
-
-
(2,560)
(25,300)
25,600
300
136
(5,217)
(53)
327
(3)
(17)
15
1,579
(1,000)
-
3
3,000
-
2,003
25,054
-
(2,680)
(1,126)
44
21,292
24,874
726
25,600
(172)
3
(142)
Cash flows from operating activities:
Net earnings
Adjustments to reconcile net earnings to net
cash (used) provided by operating activities:
Book value shares accrual
Equity in undistributed earnings of subsidiaries
Deferred income tax benefit
Loss on sale of investment securities
Change in:
Other assets
Accrued income
Accrued expense
Net cash (used) provided by operating activities
Cash flows from investing activities:
Purchases of investment securities available for sale
Proceeds from maturities of investment securities available for sale
Proceeds from sales of investment securities available for sale
Net change in interest-bearing time deposit
Payments for investments in subsidiaries
Net cash provided (used) by investing activities
Cash flows from financing activities:
Proceeds from issuance of Series A preferred stock
Cash dividends paid on Series A preferred stock
Cash dividends paid on common stock
Common stock repurchased
Restricted stock payout
Proceeds from exercise of stock options
Net cash (used) provided by financing activities
Net change in cash
Cash at beginning of year
Cash at end of year
Noncash investing and financing activities:
Change in unrealized gain on investment securities
available for sale, net
$
$
A-63
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DIRECTORS AND OFFICERS OF THE COMPANY
DIRECTORS
Robert C. Abernethy – Chairman
Chairman of the Board, Peoples Bancorp of North Carolina, Inc. and Peoples Bank;
President, Secretary and Treasurer, Carolina Glove Company, Inc. (glove manufacturer)
Secretary and Assistant Treasurer, Midstate Contractors, Inc. (paving company)
James S. Abernethy
Vice President, Carolina Glove Company, Inc. (glove manufacturer)
President and Assistant Secretary, Midstate Contractors, Inc. (paving company)
Vice President, Secretary and Chairman of the Board of Directors, Alexander Railroad Company
Douglas S. Howard
Owner, Howard Ventures (asset management firm)
Secretary and Treasurer, Denver Equipment of Charlotte, Inc.
John W. Lineberger, Jr.
President, Lincoln Bonded Warehouse Company (commercial warehousing facility)
Gary E. Matthews
President and Director, Matthews Construction Company, Inc. (general contractor)
Billy L. Price, Jr. MD
Managing Partner and Practitioner of Internal Medicine, Catawba Valley Internal Medicine, PA
Larry E. Robinson
President and Chief Executive Officer, The Blue Ridge Distributing Co., Inc. (beer and wine distributor)
Partner and Chief Operating Officer, United Beverages of North Carolina, LLC (beer distributor)
William Gregory (Greg) Terry
Executive Vice President, Drum & Willis-Reynolds Funeral Homes and Crematory
Dan Ray Timmerman, Sr.
President and Chief Executive Officer, Timmerman Manufacturing, Inc. (wrought iron furniture, railings and gates
manufacturer)
Benjamin I. Zachary
President, Treasurer, General Manager and Director, Alexander Railroad Company
OFFICERS
Tony W. Wolfe
President and Chief Executive Officer
A. Joseph Lampron, Jr.
Executive Vice President, Chief Financial Officer and Corporate Treasurer
Joseph F. Beaman, Jr.
Executive Vice President and Corporate Secretary
Lance A. Sellers
Executive Vice President and Assistant Corporate Secretary
William D. Cable, Sr.
Executive Vice President and Assistant Corporate Treasurer
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