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Exhibit 13
PEOPLES COMMUNITY BANCORP, INC.
2000 ANNUAL REPORT
TO STOCKHOLDERS
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Dear Stockholders:
We are pleased to present Peoples Community Bancorp, Inc.'s first Annual Report
to Stockholders for the fiscal year ended September 30, 2000. As discussed
below, fiscal year 2000 was marked by our efforts to enhance future performance
by employing sound capital management strategies and by building a balance sheet
poised to generate competitive returns.
Our first year of public ownership began when Peoples Community Bancorp, Inc.
was formed in connection with the merger of The Oakley Improved Building and
Loan Company into The People's Building, Loan and Savings Company and the
subsequent conversion of the combined entity to a federally chartered stock
savings bank now known as Peoples Community Bank. Immediately following the
conversion, Harvest Home Financial Corporation, the parent company of Harvest
Home Savings Bank, was acquired. This culminated a historic first time ever
merger, conversion and acquisition, which was completed on March 29, 2000. At
September 30, 2000, our total assets amounted to $320.6 million and
stockholders' equity totalled $31.7 million or 9.9% of total assets.
In the conversion, Peoples Bancorp sold 1,190,000 shares of common stock. This
offering, which was enthusiastically supported by our customers and others in
our local community, resulted in net proceeds of approximately $10.3 million.
This capital enhancement and the combinations with Oakley and Harvest Home have
favorably positioned us to serve our local market area. Your support is greatly
appreciated and we remain committed to developing and sustaining an independent
community bank.
As part of our plan to expand into other market areas and consolidate our
operations, we are excited about our entry into the rapidly growing Butler
County market. Construction of our new Corporate Headquarters and new branch on
West Chester Road at Union Center is on schedule and we are anticipating
occupancy by April 1st of 2001. Also, under contract for development is a North
Lebanon location, which will provide a much needed full service branch office
with drive up facilities for the Lebanon market area. In addition, we are
remodeling and upgrading the Oakley office to a full service facility. We are
also excited about our option on a lot near the rapidly growing Rivers Bend
development in Warren County.
On September 19, 2000, Peoples Bancorp entered into an Agreement and Plan of
Reorganization with Market Financial Corporation which provides for the merger
of Market Financial, and its wholly owned subsidiary, Market Bank, into Peoples
Bancorp. At September 30, 2000, Market Financial had $56.1 million of total
assets. Market Bank conducts business through two offices, located in Mt.
Healthy and North Bend, both in Hamilton County. This acquisition will enhance
the existing branch network of Peoples. In conjunction with this transaction, we
are actively pursuing opportunities to upgrade and modernize the North Bend
branch.
Although the above commitments to expanding our retail base by acquiring land
and building additional banking facilities will have a significant impact on
overhead expenses and profitability in the near term, we believe these
commitments will greatly enhance our franchise in the long
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term. We continue to operate in a banking environment of declining margins where
growth is critical to continued success. We believe that the expansion will
increase our market share and provide the avenues for achieving the requisite
level of profitable growth in the future and we appreciate your patience and
support during our continued transition into a true community bank.
The future of Peoples Community Bancorp, Inc. is filled with opportunity for our
shareholders, customers and personnel. As we focus on expanding our franchise,
providing competitive services and working to integrate Market Bank into our
organization, we would like to extend our gratitude to all who share our vision
and values. As a shareholder, you can be an integral part of the success of
Peoples Community Bancorp and we challenge you to actively promote all our
banking services to friends, relatives and business acquaintances. Every new
loan, savings and checking account that you attract will facilitate our growth,
expansion and profitability, enhance our status as an independent community bank
and benefit all of us as shareholders.
Directors, Management and Staff have worked very diligently to integrate the
three companies into one operating entity. We are very pleased with the growth
and performance of Peoples Community Bank to date and expect it to continue into
the future.
Your continued support of and interest in Peoples Community Bancorp, Inc. are
sincerely appreciated.
Sincerely,
/s/ Jerry D. Williams
Jerry D. Williams
President and
Chief Executive Officer
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BUSINESS OF PEOPLES COMMUNITY BANCORP, INC.
Peoples Community Bancorp, Inc., a Delaware corporation ("Peoples Bancorp"), is
a unitary savings and loan holding company, which owns all of the outstanding
common shares of Peoples Community Bank ("Peoples Bank"), a federally chartered
savings bank.
Peoples Bank was organized in 1889 as an Ohio-chartered mutual savings and loan
association under the name "People's Building, Loan and Savings Co." On
September 30, 1999, Peoples Bank and The Oakley Improved Building and Loan
Company ("Oakley"), jointly executed an Agreement and Plan of Merger which
provided for the merger of Oakley with and into Peoples Bank (the "Merger"). The
Merger was accounted for under the pooling-of-interests method of accounting.
Consequently, the financial statements have been restated for prior years to
include the accounts of Oakley. In addition, Peoples Bank adopted a Plan of
Conversion (the "Conversion") which provided for the conversion of Peoples Bank
to a federally-chartered stock savings bank, the formation of Peoples Bancorp
and the sale of Peoples Bancorp's common stock.
Immediately following the Merger and the Conversion, Peoples Bancorp acquired
Harvest Home Financial Corporation ("Harvest Home"). The acquisition was
accounted for using the purchase method of accounting. At the time of the Merger
and the Conversion, Peoples Bank changed its name to Peoples Community Bank.
The activities of Peoples Bancorp have been limited primarily to holding the
stock of Peoples Bank. Peoples Bank conducts a general banking business in
southwestern Ohio which consists of attracting deposits from the general public
and primarily applying those funds to the origination of loans for residential,
consumer, commercial and nonresidential purposes. Peoples Banks' business is
conducted through an aggressive marketing and selling effort of its lending
products and services to the communities in its market area and through the
continued development of innovative lending programs that give Peoples Bank a
competitive advantage.
Peoples Bank also invests in U.S. government guaranteed mortgage-backed
securities and investment securities issued by the U.S. government and agencies
thereof. Funds for lending and investment are obtained primarily from savings
deposits, loan principal and interest repayments, mortgage sales and borrowings
from the Federal Home Loan Bank (the "FHLB") of Cincinnati, of which Peoples
Bank is a member.
Peoples Bancorp is subject to regulation, supervision and examination by the
Office of Thrift Supervision of the U.S. Department of Treasury (the "OTS").
Peoples Bank is subject to regulation, supervision and examination by the OTS as
its primary federal regulator and the Federal Deposit Insurance Corporation (the
"FDIC") which administers the Savings Association Insurance Fund. Deposits in
Peoples Bank are insured up to applicable limits by the FDIC.
Please refer to the accompanying Joint Proxy Statement/Prospectus for
Management's Discussion of Financial Condition and Results of Operations for
the three year period ended September 30, 2000 as well as audited financial
statements related to such time period.
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MARKET PRICE OF PEOPLES COMMUNITY BANCORP, INC. COMMON SHARES
AND RELATED SECURITY HOLDER MATTERS
Peoples Bancorp's common shares have been listed on the Nasdaq National Market
("Nasdaq") since March 29, 2000, under the symbol "PCBI." Presented below are
the high and low trading prices for Peoples Bancorp's common shares for the
period from March 29, 2000 to September 30, 2000. Such prices do not include
retail financial markups, markdowns, or commissions. Information relating to
prices has been obtained from Nasdaq.
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<CAPTION>
FISCAL 2000 HIGH LOW
<S> <C> <C>
Quarter ended:
June 30, 2000 $12.94 $ 9.25
September 30, 2000 12.69 10.37
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As of December 8, 2000, Peoples Bancorp had 1,977,733 common shares outstanding
held of record by approximately 900 stockholders. The number of stockholders
does not reflect the number of persons or entities who may hold stock in nominee
or "street" name through brokerage firms or others. Peoples Bancorp did not
declare or pay any dividends during fiscal 2000.
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PEOPLES COMMUNITY BANCORP, INC. AND PEOPLES COMMUNITY BANK
DIRECTORS
Paul E. Hasselbring Thomas J. Noe
CHAIRMAN OF THE BOARD CHIEF FINANCIAL OFFICER
Jerry D. Williams John E. Rathkamp
PRESIDENT AND CHIEF EXECUTIVE OFFICER CHIEF LENDING OFFICER
Richard S. Johnston Zane M. Brant
RETIRED, FORMERLY PRESIDENT OF THE PEOPLE'S PRESIDENT OF BRANT'S, INC.
BUILDING & LOAN COMPANY
John L. Buchanan Donald L. Hawke
PRESIDENT OF BUCHANAN'S POWER EQUIPMENT RETIRED
CENTER, INC.
James R. Van DeGrift Nicholas N. Nelson
TRUSTEE, TURTLECREEK TOWNSHIP, LEBANON, COUNTY ADVISOR, WARREN COUNTY, OHIO
OHIO
EXECUTIVE OFFICERS
Paul E. Hasselbring Thomas J. Noe
CHAIRMAN OF THE BOARD CHIEF FINANCIAL OFFICER
Jerry D. Williams John E. Rathkamp
PRESIDENT AND CHIEF EXECUTIVE OFFICER SECRETARY AND CHIEF LENDING OFFICER
David A. Cook Dennis J. Slattery
VICE PRESIDENT CHIEF OPERATING OFFICER
Beth Darlene Pennington Jerry Boate
VICE PRESIDENT VICE PRESIDENT
Lori Marion Henn Teresa O'Quinn
VICE PRESIDENT VICE PRESIDENT AND CONTROLLER
Deborah Mundstock
VICE PRESIDENT
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BANKING LOCATIONS
MAIN OFFICE
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11 South Broadway
Lebanon, Ohio 45036
BRANCH OFFICES
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112 E. Main Street 3621 Harrison Avenue 3924 Isabella
Blanchester, Ohio 45107 Cheviot, Ohio 45211 Cincinnati, Ohio 45209
3663 Ebenezer Road 7030 Hamilton Avenue
Cincinnati, Ohio 45248 Cincinnati, Ohio 45231
STOCKHOLDER INFORMATION
Peoples Community Bancorp, Inc. is a Delaware-incorporated thrift
holding company conducting business through its wholly-owned subsidiary, Peoples
Community Bank. Peoples Community Bank is a federally-chartered, SAIF-insured
stock savings bank operating through six offices in Hamilton, Warren and Clinton
counties in southwest Ohio.
TRANSFER AGENT/REGISTRAR:
Registrar and Transfer Company
10 Commerce Drive
Cranford, New Jersey 07016
(908) 272-8511
STOCKHOLDER REQUESTS:
Requests for annual reports, quarterly reports and related stockholder
literature should be directed to John E. Rathkamp, Secretary, Peoples Community
Bancorp, Inc., 3621 Harrison Avenue, Cheviot, Ohio 45211.
Stockholders needing assistance with stock records, transfers or lost
certificates, please contact Peoples Community Bancorp's transfer agent,
Registrar and Transfer Company.
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