SEC Company Response from PEOPLES BANCORP INC (PEBO) (CIK 0000318300) (PEBO) — Aug 15, 2007
PEOPLES BANCORP INC (PEBO) (CIK 0000318300)
Date: Aug. 15, 2007 · CIK: 0000318300 · Accession: 0000318300-07-000141
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-16772
Letter
United States Securities and Exchange Commission Division of Corporation Finance Re: Peoples Bancorp Inc. (“Peoples”) Form 10-K for Fiscal Year Ended December 31, 2006 Filed March 12, 2007 File No. 000-16772
Dear Mr. Cline:
This letter is our response to the comments of the Securities and Exchange Commission (the “SEC”) provided in your correspondence dated August 1, 2007, regarding the SEC’s review of our filing. We have reviewed the SEC’s comments and the following is our response on a comment-by-comment basis:
Comment #1: Please revise future filings to disclose accumulated balances for each component of other comprehensive income. Refer to example disclosure of accumulated other comprehensive income balances for all formats included in the illustrative examples in appendix B of SFAS 130.
At December 31, 2006, our accumulated comprehensive loss was comprised of two components: (1) a net unrealized loss on available-for-sale securities and (2) unrecognized pension and postretirement costs due to the adoption of SFAS 158 on December 31, 2006. After considering the SEC’s comment, we included the following disclosure in the Notes to the Consolidated Unaudited Financial Statements included in “Item 1: Financial Statements” of Part I of our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2007, filed on August 2, 2007 (our “Second Quarter 2007 Form 10-Q”):
6. Comprehensive Loss
The following details the balances in accumulated other comprehensive loss for the periods indicated:
(Dollars in thousands)
At June 30, 2007
Gross
Tax
Net of Tax
Amount
Benefit
Amount
Unrealized net losses on available-for-sale securities
(4,152)
(1,454)
(2,698)
Unrecognized net pension and postretirement costs
(3,023)
(1,058)
(1,965)
Total accumulated comprehesive loss
(7,175)
(2,512)
(4,663)
At December 31, 2006
Gross
Tax
Net of Tax
Amount
Benefit
Amount
Unrealized net losses on available-for-sale securities
(1,506)
(527)
(979)
Unrecognized net pension and postretirement costs
(3,105)
(1,087)
(2,018)
Total accumulated comprehesive loss
(4,611)
(1,614)
(2,997)
We will update this footnote disclosure in all future filings as appropriate and in accordance with the requirements of SFAS 130 and, in the case of quarterly reports on Form 10-Q, Rule 10-01 of SEC Regulation S-X.
Comment #2: Please revise future filings to disclose the amount of income tax expense or benefit allocated to each component of other comprehensive income. Refer to example disclosure of related tax effects allocated to each component of other comprehensive income balances for all formats included in the illustrative examples in appendix B of SFAS 130.
We concur and intend to disclose the income tax expense or benefit allocated to each component of other comprehensive income in the Notes to the Consolidated Financial Statements to be included in Item 8 of Part II of our Annual Report on Form 10-K for the fiscal year ended December 31, 2007 (the “2007 Form 10-K”). A copy of the proposed disclosure is attached hereto. Further, we will update this disclosure in all future filings as appropriate and in accordance with the requirements of SFAS 130 and, in the case of quarterly reports on Form 10-Q, Rule 10-01 of SEC Regulation S-X.
Comment #3: It appears you have included the transition adjustment required upon the adoption of SFAS 158 in the determination of comprehensive income. Please revise future filings to report the transition adjustment as an adjustment to the ending balance of accumulated comprehensive income. Refer to paragraph A7 of SFAS 158.
The Consolidated Statement of Stockholders’ Equity and Consolidated Statement of Comprehensive Income for the year ended December 31, 2006, to be included in Item 8 of Part II of our 2007 Form 10-K will present the transition adjustment as an adjustment to the ending balance of accumulated comprehensive loss rather than as a component of other comprehensive income for the year. Copies of the revised statements we intend to include in our 2007 Form 10-K are attached hereto.
Comment #4: Please revise future filings to include the disclosures requirements of paragraphs 20 and 21 of SFAS 158 or advise.
In addition to the disclosures contained in Note 10 of the Notes to the Consolidated Financial Statements included in Item 8 of Part II of our Annual Report on Form 10-K for the fiscal year ended December 31, 2006, the following information relating to our adoption of SFAS 158 was included in Note 1 on page 58 under the caption “New Accounting Pronouncements”:
“On September 29, 2006, the FASB issued Statement No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans – an amendment of FASB Statements No. 87, 88, 106 and 132(R)” (“SFAS 158”). On December 31, 2006,Peoples’ adopted certain provisions of SFAS 158, as required, which resulted in the recognition of the funded status of its pension and postretirement plans as either assets or liabilities on the Consolidated Balance Sheet, the recognition of unrecognized actuarial gains/losses, prior service costs, and transition obligations totaling $2.0 million as a separate component of accumulated other comprehensive loss, net of tax. [emphasis added] Additional disclosures related to pension and postretirement obligations have also been implemented. Refer to Note 10 for these disclosures and further discussion on Peoples’ pension and postretirement plans.
SFAS 158 also requires entities to measure a defined benefit postretirement plan’s assets and obligations that determine its funded status as of the end of the employer’s fiscal year. The measurement date change is effective for fiscal years ending after December 15, 2008. Since Peoples currently measures its defined benefit pension plan assets and obligations as of December 31, the adoption of the measurement date provisions of SFAS 158 will have no impact on Peoples’ financial statements taken as a whole. [emphasis added]”
We believe the totality of the information contained in Notes 1 and 10 satisfies the disclosure requirements of paragraphs 20 and 21, in all material respects.
In responding to the SEC’s comments, the following acknowledgements are provided on behalf of Peoples:
·
Peoples is responsible for the adequacy and accuracy of the disclosure in Peoples’ filings;
·
staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff do not foreclose the SEC from taking any action with respect to the filing; and
·
Peoples may not assert staff comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States.
Sincerely,
/s/
CAROL
A. SCHNEEBERGER
Show Raw Text
CORRESP
1
filename1.htm
corresp.htm
138
Putnam Street
P.O.
Box 738
Marietta,
OH 45750
August
15, 2007
Paul
Cline
Senior
Accountant
United
States Securities and Exchange Commission
Division
of Corporation Finance
Mail
Stop
4561
100
F
Street, NE
Washington,
D.C. 20549
Re: Peoples
Bancorp Inc. (“Peoples”)
Form
10-K
for Fiscal Year Ended December 31, 2006
Filed
March 12, 2007
File
No.
000-16772
Dear
Mr.
Cline:
This
letter is our response to the comments of the Securities and Exchange Commission
(the “SEC”) provided in your correspondence dated August 1, 2007, regarding the
SEC’s review of our filing. We have reviewed the SEC’s comments and
the following is our response on a comment-by-comment basis:
Comment
#1: Please revise future filings to disclose accumulated balances for each
component of other comprehensive income. Refer to example disclosure
of accumulated other comprehensive income balances for all formats included
in
the illustrative examples in appendix B of SFAS 130.
At
December 31, 2006, our accumulated comprehensive loss was comprised of two
components: (1) a net unrealized loss on available-for-sale securities and
(2)
unrecognized pension and postretirement costs due to the adoption of SFAS 158
on
December 31, 2006. After considering the SEC’s comment, we included
the following disclosure in the Notes to the Consolidated Unaudited Financial
Statements included in “Item 1: Financial Statements” of Part I of our Quarterly
Report on Form 10-Q for the quarterly period ended June 30, 2007, filed on
August 2, 2007 (our “Second Quarter 2007 Form 10-Q”):
6.
Comprehensive Loss
The
following details the balances in accumulated other comprehensive loss for
the
periods indicated:
(Dollars
in thousands)
At
June 30, 2007
Gross
Tax
Net
of Tax
Amount
Benefit
Amount
Unrealized
net losses on available-for-sale securities
(4,152)
(1,454)
(2,698)
Unrecognized
net pension and postretirement costs
(3,023)
(1,058)
(1,965)
Total
accumulated comprehesive loss
(7,175)
(2,512)
(4,663)
At
December 31, 2006
Gross
Tax
Net
of Tax
Amount
Benefit
Amount
Unrealized
net losses on available-for-sale securities
(1,506)
(527)
(979)
Unrecognized
net pension and postretirement costs
(3,105)
(1,087)
(2,018)
Total
accumulated comprehesive loss
(4,611)
(1,614)
(2,997)
We
will
update this footnote disclosure in all future filings as appropriate and in
accordance with the requirements of SFAS 130 and, in the case of quarterly
reports on Form 10-Q, Rule 10-01 of SEC Regulation S-X.
Comment
#2: Please revise future filings to disclose the amount of income tax expense
or
benefit allocated to each component of other comprehensive
income. Refer to example disclosure of related tax effects allocated
to each component of other comprehensive income balances for all formats
included in the illustrative examples in appendix B of SFAS
130.
We
concur
and intend to disclose the income tax expense or benefit allocated to each
component of other comprehensive income in the Notes to the Consolidated
Financial Statements to be included in Item 8 of Part II of our Annual Report
on
Form 10-K for the fiscal year ended December 31, 2007 (the “2007 Form
10-K”). A copy of the proposed disclosure is attached
hereto. Further, we will update this disclosure in all future filings
as appropriate and in accordance with the requirements of SFAS 130 and, in
the
case of quarterly reports on Form 10-Q, Rule 10-01 of SEC Regulation
S-X.
Comment
#3: It appears you have included the transition adjustment required upon the
adoption of SFAS 158 in the determination of comprehensive
income. Please revise future filings to report the transition
adjustment as an adjustment to the ending balance of accumulated comprehensive
income. Refer to paragraph A7 of SFAS 158.
The
Consolidated Statement of Stockholders’ Equity and Consolidated Statement of
Comprehensive Income for the year ended December 31, 2006, to be included in
Item 8 of Part II of our 2007 Form 10-K will present the transition adjustment
as an adjustment to the ending balance of accumulated comprehensive loss rather
than as a component of other comprehensive income for the
year. Copies of the revised statements we intend to include in our
2007 Form 10-K are attached hereto.
Comment
#4: Please revise future filings to include the disclosures requirements of
paragraphs 20 and 21 of SFAS 158 or advise.
In
addition to the disclosures contained in Note 10 of the Notes to the
Consolidated Financial Statements included in Item 8 of Part II of our Annual
Report on Form 10-K for the fiscal year ended December 31, 2006, the following
information relating to our adoption of SFAS 158 was included in Note 1 on
page
58 under the caption “New Accounting Pronouncements”:
“On
September 29, 2006, the FASB issued Statement No. 158, “Employers’ Accounting
for Defined Benefit Pension and Other Postretirement Plans – an amendment of
FASB Statements No. 87, 88, 106 and 132(R)” (“SFAS
158”). On December 31,
2006,Peoples’ adopted certain provisions of SFAS 158,
as required, which resulted in the recognition of the funded status of its
pension and postretirement plans as either assets or liabilities on the
Consolidated Balance Sheet, the recognition of unrecognized actuarial
gains/losses, prior service costs, and transition obligations totaling
$2.0 million as a separate component of accumulated other comprehensive
loss, net of tax. [emphasis
added] Additional disclosures related
to pension and postretirement obligations have also been
implemented. Refer to Note 10 for these disclosures and further
discussion on Peoples’ pension and postretirement plans.
SFAS 158
also requires entities to measure a defined benefit postretirement plan’s assets
and obligations that determine its funded status as of the end of the employer’s
fiscal year. The measurement date change is effective for fiscal
years ending after December 15, 2008. Since Peoples
currently measures its defined benefit pension plan assets and obligations
as of
December 31, the adoption of the measurement date provisions of SFAS 158 will
have no impact on Peoples’ financial statements taken as a whole.
[emphasis added]”
We
believe the totality of the information contained in Notes 1 and 10 satisfies
the disclosure requirements of paragraphs 20 and 21, in all material
respects.
In
responding to the SEC’s comments, the following acknowledgements are provided on
behalf of Peoples:
·
Peoples
is responsible for the adequacy and accuracy of the disclosure in
Peoples’
filings;
·
staff
comments or changes to disclosure in response to staff comments in
the
filings reviewed by the staff do not foreclose the SEC from taking
any
action with respect to the filing;
and
·
Peoples
may not assert staff comments as a defense in any proceeding initiated
by
the SEC or any person under the federal securities laws of the United
States.
Sincerely,
/s/
CAROL
A. SCHNEEBERGER
Carol
A.
Schneeberger
Chief
Financial Officer and Treasurer
Peoples
Bancorp Inc.
Notes
to the Consolidated Financial Statements
Comprehensive
Income:
The
components of Peoples’ other comprehensive income (loss) for each of the three
years in the period ended December 31, 2007, were as follows:
(Dollars
in thousands)
2007
Gross
Amount
Tax
(Expense)
Benefit
After-Tax
Amount
Unrealized
gain (loss) on securities:
Unrealized
holding gain (loss) arising during period
$ xxx
$ xxx
$ xxx
Less:
reclassification adjustment for net securities gains
(losses)
included in net income
xxx
xxx
xxx
Net
unrealized gains
Net
unrecognized loss and service cost on pension plan
xxx
xxx
xxx
Total
other comprehensive income
$
xxx
$
xxx
$
xxx
2006
Unrealized
gain on securities:
Unrealized
holding gain arising during period
$ 475
$ (166)
$ 309
Less:
reclassification adjustment for net securities gains
included
in net income
265
(93)
172
Net
unrealized gains
210
(73)
137
Total
other comprehensive income
$ 210
$ (73)
$ 137
2005
Unrealized
loss on securities:
Unrealized
holding loss arising during period
$ (9,078)
$ 3,177
$ (5,901)
Less:
reclassification adjustment for net securities gains
included
in net income
539
(189)
350
Net
unrealized loss
(9,617)
3,366
(6,251)
Unrealized
gain on cash flow hedge derivatives:
Unrealized
gain arising during period
22
(8)
14
Less:
reclassification adjustment for net loss
included
in net income
(250)
87
(163)
Net
unrealized gains
272
(95)
177
Total
other comprehensive loss
$ (9,345)
$ 3,271
$ (6,074)
The
following details the change in the components of Peoples’ accumulated other
comprehensive loss for the years ended December 31, were as
follows:
(Dollars
in thousands)
Unrecognized
Unrealized
Net
Pension and
Accumulated
Gains
(Loss)
Postretirement
Comprehensive
on
Securities
Costs
Loss
Balance,
January 1, 2006
$ (1,116)
$ -
$ (1,116)
Current
period change
137
-
137
Adjustment
to initially apply SFAS 158
-
(2,018)
(2,018)
Balance,
December 31, 2006
$ (979)
$ (2,018)
$ (2,997)
Current
period change
xxx
xxx
xxx
Balance,
December 31, 2007
$ xxx
$ xxx
$ xxx
PEOPLES
BANCORP INC. AND SUBSIDIARIES
CONSOLIDATED
STATEMENT OF STOCKHOLDERS’ EQUITY
(Dollars
in Thousands, except Per Share Data)
Accumulated
Common
Stock
Retained
Comprehensive
Treasury
Shares
Amount
Earnings
Income
(Loss)
Stock
Total
Balance,
December 31, 2005
10,869,655
$ 162,231
$
30,740
$ (1,116)
$(8,778)
$
183,077
Net
income
21,558
21,558
Other
comprehensive loss, net of tax
137
137
Cash
dividends declared of $0.83 per share
(8,859)
(8,859)
Purchase
of treasury stock, 42,594 shares
(1,214)
(1,214)
Stock
option exercises (reissued 137,286