x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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PEOPLES BANCORP INC.
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(Exact name of registrant as specified in its charter)
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Ohio
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31-0987416
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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138 Putnam Street, PO Box 738, Marietta, Ohio
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45750-0738
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
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(740) 373-3155
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Name of each exchange on which registered
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Common shares, without par value
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The NASDAQ Stock Market LLC
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Securities registered pursuant to Section 12(g) of the Act:
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None
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Large accelerated
filer
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Accelerated filer
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
o
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•
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the CFPB has been established and empowered to exercise broad regulatory, supervisory and enforcement authority with respect to both new and existing consumer financial protection laws;
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the deposit insurance assessment base for federal deposit insurance has been expanded from domestic deposits to average assets minus average tangible equity;
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the prohibition on the payment of interest on commercial demand deposits has been repealed;
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the standard maximum amount of deposit insurance per customer has been permanently increased to $250,000;
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new corporate governance requirements require new compensation practices, including, but not limited to, providing shareholders the opportunity to cast a non-binding vote on executive compensation, requiring compensation committees to consider the independence of compensation advisors and meeting new executive compensation disclosure requirements;
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the Federal Reserve Board has established rules regarding interchange fees charged for electronic debit transactions by payment card issuers having assets over $10 billion. Although the cap is not applicable to Peoples Bank, it may have an adverse effect on Peoples Bank as the debit cards issued by Peoples Bank and other smaller banks, which have higher interchange fees, may become less competitive;
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new capital regulations have been adopted as discussed below in the section captioned "Capital Adequacy and Prompt Corrective Action";
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"ability to repay" regulations generally require creditors to make a reasonable, good faith determination (considering at least 8 specified underwriting factors) of a consumer's ability to repay any consumer credit transaction secured by a dwelling (excluding an open-end credit plan, timeshare plan, reverse mortgage or temporary loan) and provides a presumption that the creditor making a "qualified mortgage" satisfied the ability-to-repay requirements; and
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the authority of the Federal Reserve Board to examine financial holding companies and their non-bank subsidiaries was expanded.
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limit the extent to which a bank or its subsidiaries may engage in "covered transactions" with any one affiliate;
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limit the extent to which a bank or its subsidiaries may engage in "covered transactions" with all affiliates; and
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require that all such transactions be on terms substantially the same, or at least as favorable to the bank or subsidiary, as those provided to a non-affiliate.
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Changes in economic and political conditions could adversely affect Peoples’ earnings through declines in deposits, loan demand, the ability of its customers to repay loans and the value of the collateral securing its loans.
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Peoples' ability to complete acquisitions and integrate completed acquisitions could have an adverse affect on Peoples' business, earnings and financial condition.
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Legislative or regulatory changes or actions, or significant litigation, could adversely impact Peoples or the businesses in which it is engaged.
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Recently enacted and further financial regulatory reforms may adversely impact Peoples’ results of operations and financial condition.
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Defaults by larger financial institutions could adversely affect Peoples' business, earnings and financial condition.
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Peoples' failure to be in compliance with any material provision or covenant of debt instruments could have a material adverse effect on Peoples' liquidity and operations.
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Increases in FDIC insurance premiums may have a material adverse affect on Peoples' earnings.
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Changes in interest rates may adversely affect Peoples' profitability.
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Peoples' exposure to credit risk could adversely affect Peoples' earnings and financial condition.
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Peoples' allowance for loan losses may be insufficient to absorb the probable, incurred losses in its loan portfolio.
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Changes in accounting standards, policies, estimates or procedures may impact Peoples' reported financial condition or results of operations.
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Peoples and Peoples Bank may elect or be compelled to seek additional capital in the future, but that capital may not be available when it is needed.
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The financial services industry is very competitive.
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Peoples' ability to pay dividends is limited, and Peoples may not be in the position to pay dividends in the future.
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Peoples' business could be adversely affected by interruptions in the effective operations of, or security breaches affecting its computer systems and telecommunications networks or those of a third-party service provider.
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Anti-takeover provisions may delay or prevent an acquisition or change in control by a third party.
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Peoples is exposed to operational risk.
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Peoples' business could be adversely affected by third-party service providers, data breaches and cyber-attacks.
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Peoples depends upon the accuracy and completeness of information about customers and counterparties.
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Peoples Bank may be required to repurchase loans it has sold or indemnify loan purchasers under the terms of the sale agreements, which could adversely affect Peoples’ liquidity, results of operations and financial condition.
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Changes in tax laws could adversely affect Peoples' performance.
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Peoples and its subsidiaries are subject to examinations and challenges by tax authorities.
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Peoples or one of its subsidiaries may be a defendant from time to time in the future in a variety of litigation and other actions, which could have a material adverse effect on Peoples' financial condition, results of operations and cash flows.
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High
Sales
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Low
Sales
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Dividends
Declared
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2015
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Fourth Quarter
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$
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22.00
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$
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18.12
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$
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0.15
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Third Quarter
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24.33
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20.63
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0.15
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Second Quarter
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24.74
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22.65
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0.15
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First Quarter
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26.01
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22.63
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0.15
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2014
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Fourth Quarter
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$
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26.65
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$
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23.39
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$
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0.15
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Third Quarter
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28.00
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23.00
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0.15
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Second Quarter
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27.36
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23.58
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0.15
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First Quarter
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26.10
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20.29
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0.15
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(1)
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On November 3, 2015, Peoples' Board of Directors authorized a share repurchase program authorizing Peoples to purchase up to $20 million of its outstanding common shares. No common shares were purchased under this share repurchase program during 2015. Additional information regarding the share repurchase program can be found in Note 10 of the Notes to the Consolidated Financial Statements included immediately following "ITEM 9B - OTHER INFORMATION" of this Form 10-K.
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(2)
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Information includes 398 common shares, 1,484 common shares, and 200 common shares purchased in open market transactions during October, November, and December, respectively, by Peoples Bank under the Rabbi Trust Agreement. The Rabbi Trust Agreement establishes a rabbi trust that holds assets to provide funds for the payment of the benefits under the Peoples Bancorp Inc. Third Amended and Restated Deferred Compensation Plan for Directors of Peoples Bancorp Inc. and Subsidiaries.
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(3)
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Includes 1,655 common shares, 327 common shares, and 650 common shares withheld during October, November, and December, respectively, to pay income tax or other tax liabilities associated with vested restricted common shares.
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At December 31,
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2010
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2011
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2012
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2013
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2014
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2015
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Peoples Bancorp Inc.
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$
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100.00
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$
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96.93
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$
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136.61
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$
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154.29
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$
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182.20
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$
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136.03
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NASDAQ Stocks (U.S. Companies)
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$
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100.00
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$
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99.21
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$
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116.70
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$
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163.58
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$
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187.84
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$
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201.19
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NASDAQ Bank Stocks
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$
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100.00
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$
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89.47
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$
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106.09
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$
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150.36
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$
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157.75
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$
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171.70
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At or For the Year Ended December 31,
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2015
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2014
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2013
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2012
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2011
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Operating Data (a)
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Total interest income
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$
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108,333
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$
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80,200
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$
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67,071
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$
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69,470
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$
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75,133
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Total interest expense
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10,721
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10,694
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11,686
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14,995
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21,154
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Net interest income
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97,612
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69,506
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55,385
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54,475
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53,979
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Provision for (recovery of) loan losses
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14,097
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339
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(4,410
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)
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(4,716
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)
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7,998
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Net (loss) gain on investment securities and other
transactions
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(1,059
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)
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(33
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)
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334
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(778
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)
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(443
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)
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Total non-interest income
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47,441
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40,053
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37,220
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34,971
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32,944
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FDIC insurance expense
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2,084
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1,260
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1,036
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1,002
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1,867
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Other expense
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112,997
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83,749
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67,229
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62,472
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59,464
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Preferred dividends (b)
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—
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—
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—
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—
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1,343
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Net income available to common shareholders
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$
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10,941
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$
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16,684
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$
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17,574
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$
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20,385
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$
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11,212
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Balance Sheet Data (a)
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Total investment securities
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$
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868,830
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$
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713,659
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$
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680,526
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$
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709,085
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$
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669,228
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Loans, net of deferred fees and costs
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2,072,440
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1,620,898
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1,196,234
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985,172
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938,506
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Allowance for loan losses
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16,779
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17,881
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17,065
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17,811
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23,717
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Total intangible assets
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149,617
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109,158
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77,603
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68,525
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64,475
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Total assets
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3,258,970
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2,567,769
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2,059,108
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1,918,050
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1,794,161
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Non-interest-bearing deposits
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717,939
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493,162
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409,891
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317,071
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239,837
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Brokered certificates of deposits
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33,857
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39,691
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49,041
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55,599
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64,054
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Other interest-bearing deposits
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1,784,148
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1,400,221
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1,121,826
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1,119,633
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1,047,189
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Short-term borrowings
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160,386
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88,277
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113,590
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47,769
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51,643
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Junior subordinated debentures held by subsidiary trust
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6,736
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—
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—
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—
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22,600
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|||||
Other long-term borrowings
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106,934
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179,083
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121,826
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128,823
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142,312
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|||||
Total stockholders' equity
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419,789
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340,118
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221,553
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|
221,728
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206,657
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|||||
Tangible assets (c)
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3,109,353
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2,458,611
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1,981,505
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|
1,849,525
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1,729,686
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|||||
Tangible equity (c)
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270,172
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|
230,960
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|
143,950
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|
153,203
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|
142,182
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Per Common Share Data (a)
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Earnings per common share – basic
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$
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0.62
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$
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1.36
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$
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1.65
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$
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1.92
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$
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1.07
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Earnings per common share – diluted
|
0.61
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1.35
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1.63
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1.92
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1.07
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Cash dividends declared per common share
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0.60
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0.60
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0.54
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0.45
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0.30
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Book value per common share (d)
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22.81
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22.92
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20.89
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21.02
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19.67
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Tangible book value per common share (c)(d)
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$
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14.68
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$
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15.57
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$
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13.57
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$
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14.52
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$
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13.53
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Weighted-average number of common shares outstanding – basic
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17,555,140
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12,183,352
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10,581,222
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10,527,885
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10,482,318
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Weighted-average number of common shares outstanding – diluted
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17,687,795
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12,306,224
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10,679,417
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10,528,286
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10,482,318
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Common shares outstanding at end of period
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18,404,864
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14,836,727
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10,605,782
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10,547,960
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10,507,124
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At or For the Year Ended December 31,
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2015
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2014
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2013
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2012
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2011
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Significant Ratios (a)
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Return on average stockholders' equity
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2.69
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%
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6.16
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%
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7.92
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%
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9.52
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%
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5.72
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%
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Return on average common stockholders' equity
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2.69
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6.16
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7.92
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9.52
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5.61
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Return on average assets
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0.35
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0.74
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0.91
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1.11
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0.69
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Net interest margin
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3.53
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3.45
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3.23
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3.36
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3.43
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Efficiency ratio (c)(e)
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75.50
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75.37
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71.90
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69.55
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68.98
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Pre-provision net revenue to total average assets (f)
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0.96
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1.10
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1.26
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1.41
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1.41
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Average stockholders' equity to average assets
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13.09
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12.08
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11.48
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11.63
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12.12
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Average loans to average deposits
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80.08
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79.58
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70.79
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68.23
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|
69.86
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Dividend payout ratio
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96.35
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%
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43.10
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%
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33.20
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%
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23.58
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%
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28.35
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%
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Asset Quality Ratios (a)
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Nonperforming loans as a percent of total loans (d)(g)
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0.94
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%
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0.69
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%
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0.60
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%
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1.43
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%
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3.26
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%
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Nonperforming assets as a percent of total assets (d)(g)
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0.62
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|
0.47
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0.39
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0.78
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1.83
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Nonperforming assets as a percent of total loans and other real estate owned ("OREO") (d)(g)
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0.98
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|
0.75
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|
0.67
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1.52
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|
3.48
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Allowance for loan losses as a percent of originated loans, net of deferred fees and costs (d)(i)
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1.19
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|
1.48
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|
1.58
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|
1.86
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|
2.53
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Allowance for loan losses as a percent of nonperforming loans (d)(g)(i)
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86.05
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|
159.58
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|
237.87
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|
125.34
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|
77.26
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Provision for (recovery of) loan losses as a percent of average total
loans
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0.72
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|
0.02
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(0.42
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)
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(0.49
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)
|
0.84
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Net charge-offs (recoveries) as a percent of average total loans (h)
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0.78
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%
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(0.03
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)%
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(0.35
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)%
|
0.12
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%
|
1.16
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%
|
Capital Ratios (a)(c)
|
|
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|
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|
|||||
Common Equity Tier 1
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13.37
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%
|
N/A
|
N/A
|
N/A
|
N/A
|
||||
Tier 1
|
13.68
|
|
14.32
|
|
12.42
|
|
14.06
|
|
14.86
|
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Total (Tier 1 and Tier 2)
|
14.55
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|
15.48
|
|
13.78
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|
15.43
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|
16.20
|
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Tier 1 leverage
|
9.52
|
|
9.92
|
|
8.52
|
|
8.83
|
|
9.45
|
|
Tangible equity to tangible assets (c)
|
8.69
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|
9.39
|
|
7.26
|
|
8.28
|
|
8.22
|
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(a)
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Reflects the impact of the acquisition of NB&T beginning March 6, 2015, of Midwest beginning May 30, 2014, of Ohio Heritage beginning August 22, 2014 and of North Akron beginning October 24, 2014.
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(b)
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Amounts relate to Series A Preferred Shares issued and sold by Peoples in connection with its participation in the TARP Capital Purchase Program.
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(c)
|
These amounts represent non-GAAP financial measures since they exclude the balance sheet impact of intangible assets acquired through acquisitions on both total stockholders’ equity and total assets. Additional information regarding the calculation of these measures can be found in "ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS" of this Form 10-K under the caption “Capital/Stockholders’ Equity”.
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(d)
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Data presented as of the end of the year indicated.
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(e)
|
Total other expense (less intangible asset amortization) as a percentage of fully tax-equivalent net interest income plus non-interest income (which excludes gains or losses on investment securities, asset disposals and other transactions). Additional information regarding the calculation of these measures can be found in "ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS" of this Form 10-K under the caption “Efficiency Ratio”.
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(f)
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These amounts represent non-GAAP financial measures since they exclude the provision for loan losses and all gains and losses included in earnings. Additional information regarding the calculation of these measures can be found in "ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS" of this Form 10-K under the caption “Pre-Provision Net Revenue”.
|
(g)
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Nonperforming loans include loans 90 days past due and accruing, renegotiated loans and nonaccrual loans. Nonperforming assets include nonperforming loans and other real estate owned.
|
(h)
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Net charge-offs (recoveries) as a percent of average total loans increased in 2015 as Peoples recorded a $13.1 million charge-off associated with one large commercial relationship, resulting in 0.67% of the reported amount of 0.78%.
|
(i)
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The decrease is primarily due to a reduction in the five year historical loss rates. Additional information regarding the allowance for loan losses can be found in "ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS" of this Form 10-K under the caption "Allowance for Loan Losses".
|
(1)
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the success, impact, and timing of the implementation of Peoples' business strategies, including the successful integration of recently completed acquisitions and the expansion of consumer lending activity;
|
(2)
|
Peoples' ability to integrate the NB&T acquisition and any future acquisitions may be unsuccessful, or may be more difficult, time-consuming or costly than expected;
|
(3)
|
Peoples may issue equity securities in connection with future acquisitions, which could cause ownership and economic dilution to Peoples' current shareholders;
|
(4)
|
local, regional, national and international economic conditions and the impact they may have on Peoples, its customers and its counterparties, and Peoples' assessment of the impact, which may be different than anticipated;
|
(5)
|
competitive pressures among financial institutions or from non-financial institutions may increase significantly, including product and pricing pressures, third-party relationships and revenues, and Peoples' ability to attract, develop and retain qualified professionals;
|
(6)
|
changes in the interest rate environment due to economic conditions and/or the fiscal policies of the U.S. government and Federal Reserve Board, which may adversely impact interest rates, interest margins and interest rate sensitivity;
|
(7)
|
changes in prepayment speeds, loan originations, levels of non-performing assets, delinquent loans and charge-offs, which may be less favorable than expected and adversely impact the amount of interest income generated;
|
(8)
|
adverse changes in economic conditions and/or activities, including, but not limited to, continued economic uncertainty in the U.S., the European Union, Asia, and other areas, which could decrease sales volumes and increase loan delinquencies and defaults;
|
(9)
|
legislative or regulatory changes or actions, promulgated and to be promulgated thereunder by the State of Ohio, the Federal Deposit Insurance Corporation, the OCC, the Federal Reserve Board and the CFPB, which may subject Peoples, its subsidiaries, or one or more acquired companies to a variety of new and more stringent legal and regulatory requirements which adversely affect their respective businesses, including in particular the rules and regulations promulgated and to be promulgated under the Dodd-Frank Act;
|
(10)
|
deterioration in the credit quality of Peoples' loan portfolio, which may adversely impact the provision for loan losses;
|
(11)
|
changes in accounting standards, policies, estimates or procedures which may adversely affect Peoples' reported financial condition or results of operations;
|
(12)
|
Peoples' assumptions and estimates used in applying critical accounting policies, which may prove unreliable, inaccurate or not predictive of actual results;
|
(13)
|
adverse changes in the conditions and trends in the financial markets, including political developments, which may adversely affect the fair value of securities within Peoples' investment portfolio, the interest rate sensitivity of Peoples' consolidated balance sheet, and the income generated by Peoples' trust and investment activities;
|
(14)
|
Peoples' ability to receive dividends from its subsidiaries;
|
(15)
|
Peoples' ability to maintain required capital levels and adequate sources of funding and liquidity;
|
(16)
|
the impact of new minimum capital thresholds established as a part of the implementation of Basel III;
|
(17)
|
the impact of larger or similar sized financial institutions encountering problems, which may adversely affect the banking industry and/or Peoples' business generation and retention, funding and liquidity;
|
(18)
|
the costs and effects of regulatory and legal developments, including the outcome of potential regulatory or other governmental inquiries and legal proceedings and results of regulatory examinations;
|
(19)
|
Peoples' ability to secure confidential information through the use of computer systems and telecommunications networks, including those of Peoples' third-party vendors and other service providers, may prove inadequate, which could adversely affect customer confidence in Peoples and/or result in Peoples incurring a financial loss;
|
(20)
|
the overall adequacy of Peoples' risk management program;
|
(21)
|
the impact on Peoples' businesses, as well as on the risks described above, of various domestic or international military or terrorist activities or conflicts; and
|
(22)
|
other risk factors relating to the banking industry or Peoples as detailed from time to time in Peoples' reports filed with the SEC, including those risk factors included in the disclosures under the heading "ITEM 1A. RISK FACTORS" of this Form 10-K.
|
◦
|
On January 6, 2016, Peoples Bank acquired a small financial advisory book of business in Marietta, Ohio for cash consideration of $0.5 million. This acquisition did not materially impact Peoples' financial position, results of operations or cash flows.
|
◦
|
During 2015, Peoples recorded aggregate charge-offs of $13.1 million on a single impaired commercial loan relationship consisting of four impaired loans. As of December 31, 2015, Peoples net recorded investment with respect to these loans was zero.
|
◦
|
On December 30, 2015, Peoples announced that Peoples Bank, National Association, the banking subsidiary of Peoples, converted from a national banking association into an Ohio state-chartered bank which is a member of the Federal Reserve System. As a result of the charter conversion, the legal name of Peoples' banking subsidiary was changed to "Peoples Bank" and the converted bank will continue to operate under the trade name and federally registered service mark "Peoples Bank." Additionally, Peoples' banking subsidiary will see a reduction in the annual cost associated with regulatory examination fees commencing in 2016.
|
◦
|
On November 3, 2015, Peoples announced that its Board of Directors approved and adopted a share repurchase program authorizing Peoples to purchase, from time to time, up to an aggregate of $20 million of its outstanding common shares. As of February 24, 2016, Peoples had repurchased an aggregate of 253,870 common shares with a total cost of $4.5 million, although none of these common shares was purchased in 2015.
|
◦
|
On July 24, 2015, Peoples repaid the principal balance of the $12.0 million term loan then outstanding under the Amended Loan Agreement described in Note 9 of the Notes to the Consolidated Financial Statements. There were no early termination fees associated with the repayment. The revolving credit loan commitment available under the Amended Loan Agreement remains outstanding.
|
◦
|
On July 21, 2015, Peoples Insurance acquired an insurance agency and related customer accounts in the Lebanon, Ohio area for total cash consideration of
$0.9 million
, and recorded
$0.5 million
of customer relationship intangibles and
$0.4 million
of goodwill.
|
◦
|
At the close of business on March 6, 2015, Peoples completed the acquisition of NB&T Financial Group, Inc. ("NB&T"). Under the terms of the merger agreement, Peoples paid $7.75 in cash and 0.9319 in Peoples' common shares for each of the 3,442,329 outstanding NB&T common shares for a total consideration of $102.7 million. NB&T merged into Peoples and NB&T's wholly-owned subsidiary, The National Bank and Trust Company, which operated 22 full-service branches in southwest Ohio, merged into Peoples Bank. The acquisition added $384.6 million of loans and $629.5 million of deposits at the acquisition date, after acquisition accounting adjustments.
|
◦
|
At the close of business on October 24, 2014, Peoples completed the acquisition of North Akron Savings Bank ("North Akron") and its 4 full-service offices in Akron, Cuyahoga Falls, Munroe and Norton, Ohio. Under the terms of the merger agreement, Peoples paid $7.655 of consideration per share of North Akron common stock, or $20.1 million, of which 80% was paid in Peoples' common shares and the remaining 20% in cash. The acquisition added $111.5 million of loans and $108.1 million of deposits at the acquisition date, after acquisition accounting adjustments.
|
◦
|
At the close of business on August 22, 2014, Peoples completed the acquisition of Ohio Heritage Bancorp, Inc. ("Ohio Heritage") and the 6 full-service offices of its subsidiary, Ohio Heritage Bank, in Coshocton, Newark, Heath, Mount Vernon and New Philadelphia, Ohio. Under the terms of the merger agreement, Peoples paid $110.00 of consideration per share of Ohio Heritage common stock, or $37.7 million, of which 85% was paid in Peoples' common shares and the remaining 15% in cash. The acquisition added $175.8 million of loans and $174.9 million of deposits at the acquisition date, after acquisition accounting adjustments.
|
◦
|
On August 7, 2014, Peoples announced the completion of the sale of 1,847,826 common shares at $23.00 per share to institutional investors through a private placement (the "Private Equity Issuance"). Peoples received net proceeds of $40.2 million from the sale, and used the proceeds, in part, to fund the cash consideration for the NB&T acquisition.
|
◦
|
At the close of business on May 30, 2014, Peoples completed the acquisition of Midwest Bancshares, Inc. ("Midwest") and the 2 full-service offices of its subsidiary, First National Bank of Wellston, in Wellston and Jackson, Ohio. Under the terms of the merger agreement, Peoples paid $65.50 of consideration per share of Midwest common stock, or $12.6 million, of which 50% was paid in cash and the remaining 50% in Peoples' common shares. The acquisition added $58.7 million of loans and $77.9 million of deposits at the acquisition date, after acquisition accounting adjustments.
|
◦
|
In 2015, Peoples incurred an aggregate of $11.3 million of acquisition-related expenses, compared to $5.1 million in 2014 and $1.5 million in 2013, which were primarily severance costs, fees for legal services and other professional services, deconversion costs and write-offs associated with assets acquired.
|
◦
|
During 2013, Peoples took steps to reduce its investment in bank-owned life insurance ("BOLI") contracts and redeploy the funds in order to enhance long-term shareholder return. Peoples received proceeds of $43.1 million during 2013 as a result of the liquidation of BOLI contracts, while the remaining cash surrender value of approximately $6.6 million was recorded as a receivable at December 31, 2013. Peoples received the remaining cash surrender value in the first quarter of 2014, in accordance with the terms of the BOLI contracts (collectively, the "BOLI Surrender"). The BOLI Surrender caused Peoples to incur a $2.2 million federal income tax liability in 2013 for the gain associated with the BOLI contracts surrendered.
|
◦
|
Peoples periodically has taken actions to reduce interest rate exposure within the investment portfolio and the entire balance sheet, which have included the sale of low-yielding investment securities and repayment of high-cost borrowings. These actions included the sale of $68.8 million of investment securities, primarily low or volatile yielding residential mortgage-backed securities, during the first quarter of 2013. Some of the proceeds from these investment sales were reinvested in securities during the first quarter with the remaining reinvested early in the second quarter of 2013.
|
◦
|
As described in Note 11 of the Notes to the Consolidated Financial Statements, Peoples incurred settlement charges of $459,000 during 2015 due to the aggregate amount of lump-sum distributions to participants in Peoples' defined benefit pension plan exceeding the threshold for recognizing such charges during the period. Settlement charges of $1.4 million and $270,000 were recognized during 2014 and 2013, respectively.
|
◦
|
On September 17, 2012, Peoples introduced its new brand as part of a company-wide brand revitalization. The brand is Peoples' promise, which is a guarantee of satisfaction and quality. Peoples incurred costs throughout 2013 associated with the brand revitalization, including marketing due to advertisements, and depreciation expense for new assets related to the $5 million branch renovation project. In 2014, Peoples acquired Midwest, Ohio Heritage and
|
◦
|
Peoples' net interest income and net interest margin are impacted by changes in market interest rates based upon actions taken by the Federal Reserve Board either directly or through its Open Market Committee. These actions include changing the target Federal Funds Rate (the interest rate at which banks lend money to each other), Discount Rate (the interest rate charged to banks for money borrowed from the Federal Reserve Bank) and longer-term market interest rates (primarily U.S. Treasury securities). Longer-term market interest rates also are affected by the demand for U.S. Treasury securities. The resulting changes in the yield curve slope have a direct impact on reinvestment rates for Peoples' earning assets.
|
◦
|
In December 2015, the Federal Reserve Board raised short-term rates, including the Federal Funds Rate and the Discount Rate, 0.25%, to a range of 0.25% to 0.50% for the Federal Funds Rate and 1.00% for the Discount Rate. The Federal Reserve Board had previously maintained its target Federal Funds Rate at a historically low level of 0% to 0.25% since December 2008 and had maintained the Discount Rate at 0.75% since December 2010. The Federal Reserve Board has indicated the possibility that these short-term rates could again be raised in 2016.
|
◦
|
The Federal Reserve ended its program of quantitative easing in the fourth quarter of 2014. Much speculation occurred throughout 2015 as to when the Federal Reserve would begin to raise short-term interest rates. The yield on the 10-year Treasury note began the year with a significant rally, falling from 2.17% to 1.64% during the month of January. The yield peaked half way through 2015 at 2.49%. It fell below 2% again in October and traded in a range between 2.13% and 2.34% during the last two months of the year. Overall, the Treasury yield curve steepened throughout the year with the 30-year bond yield ending 2015 roughly 25 basis points higher than at the beginning of the year.
|
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||||||||
(
Dollars in thousands)
|
Average Balance
|
Income/ Expense
|
Yield/Cost
|
|
Average Balance
|
Income/ Expense
|
Yield/Cost
|
|
Average Balance
|
Income/ Expense
|
Yield/Cost
|
|||||||||||||||
Short-term investments
|
$
|
50,858
|
|
$
|
123
|
|
0.24
|
%
|
|
$
|
15,394
|
|
$
|
1
|
|
0.01
|
%
|
|
$
|
16,154
|
|
$
|
94
|
|
0.59
|
%
|
Other long-term investments
|
1,261
|
|
12
|
|
0.95
|
%
|
|
1,913
|
|
8
|
|
0.42
|
%
|
|
743
|
|
2
|
|
0.27
|
%
|
||||||
Investment Securities (1)(2):
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Taxable
|
727,239
|
|
18,235
|
|
2.51
|
%
|
|
630,057
|
|
17,023
|
|
2.70
|
%
|
|
646,884
|
|
17,036
|
|
2.63
|
%
|
||||||
Nontaxable
|
106,518
|
|
4,603
|
|
4.32
|
%
|
|
59,759
|
|
2,785
|
|
4.66
|
%
|
|
50,487
|
|
2,462
|
|
4.87
|
%
|
||||||
Total investment securities
|
833,757
|
|
22,838
|
|
2.74
|
%
|
|
689,816
|
|
19,808
|
|
2.87
|
%
|
|
697,371
|
|
19,498
|
|
2.79
|
%
|
||||||
Loans (2)(3):
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Commercial real estate, construction
|
64,421
|
|
2,730
|
|
4.24
|
%
|
|
44,205
|
|
1,808
|
|
4.09
|
%
|
|
35,494
|
|
1,569
|
|
4.36
|
%
|
||||||
Commercial real estate, other
|
692,773
|
|
31,781
|
|
4.59
|
%
|
|
494,440
|
|
22,724
|
|
4.60
|
%
|
|
391,965
|
|
18,882
|
|
4.75
|
%
|
||||||
Commercial and industrial
|
329,030
|
|
14,003
|
|
4.26
|
%
|
|
250,248
|
|
11,079
|
|
4.43
|
%
|
|
190,414
|
|
7,960
|
|
4.12
|
%
|
||||||
Residential real estate (4)
|
554,909
|
|
24,554
|
|
4.42
|
%
|
|
345,398
|
|
16,051
|
|
4.65
|
%
|
|
253,955
|
|
12,089
|
|
4.76
|
%
|
||||||
Home equity lines of credit
|
99,984
|
|
4,575
|
|
4.58
|
%
|
|
66,826
|
|
2,398
|
|
3.59
|
%
|
|
53,350
|
|
2,045
|
|
3.83
|
%
|
||||||
Consumer
|
211,124
|
|
9,695
|
|
4.59
|
%
|
|
163,691
|
|
7,658
|
|
4.68
|
%
|
|
121,193
|
|
6,143
|
|
5.07
|
%
|
||||||
Total loans
|
1,952,241
|
|
87,338
|
|
4.47
|
%
|
|
1,364,808
|
|
61,718
|
|
4.52
|
%
|
|
1,046,371
|
|
48,688
|
|
4.62
|
%
|
||||||
Less: Allowance for loan losses
|
(19,174
|
)
|
|
|
|
(17,362
|
)
|
|
|
|
(17,935
|
)
|
|
|
||||||||||||
Net loans
|
1,933,067
|
|
87,338
|
|
4.52
|
%
|
|
1,347,446
|
|
61,718
|
|
4.58
|
%
|
|
1,028,436
|
|
48,688
|
|
4.70
|
%
|
||||||
Total earning assets
|
2,818,943
|
|
110,311
|
|
3.91
|
%
|
|
2,054,569
|
|
81,535
|
|
3.97
|
%
|
|
1,742,704
|
|
68,282
|
|
3.90
|
%
|
||||||
Intangible assets
|
144,013
|
|
|
|
|
87,821
|
|
|
|
|
72,420
|
|
|
|
||||||||||||
Other assets
|
148,897
|
|
|
|
|
98,144
|
|
|
|
|
117,243
|
|
|
|
||||||||||||
Total assets
|
$
|
3,111,853
|
|
|
|
|
$
|
2,240,534
|
|
|
|
|
$
|
1,932,367
|
|
|
|
|||||||||
Deposits:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Savings accounts
|
$
|
388,802
|
|
$
|
209
|
|
0.05
|
%
|
|
$
|
247,419
|
|
$
|
135
|
|
0.05
|
%
|
|
$
|
200,190
|
|
$
|
107
|
|
0.05
|
%
|
Government deposit accounts
|
276,367
|
|
597
|
|
0.22
|
%
|
|
165,622
|
|
470
|
|
0.28
|
%
|
|
146,955
|
|
642
|
|
0.44
|
%
|
||||||
Interest-bearing demand accounts
|
222,868
|
|
178
|
|
0.08
|
%
|
|
148,687
|
|
124
|
|
0.08
|
%
|
|
125,984
|
|
101
|
|
0.08
|
%
|
||||||
Money market accounts
|
384,258
|
|
614
|
|
0.16
|
%
|
|
293,214
|
|
472
|
|
0.16
|
%
|
|
259,226
|
|
379
|
|
0.15
|
%
|
||||||
Brokered deposits
|
36,303
|
|
1,352
|
|
3.72
|
%
|
|
42,598
|
|
1,568
|
|
3.68
|
%
|
|
51,287
|
|
1,871
|
|
3.65
|
%
|
||||||
Retail certificates of deposit
|
465,861
|
|
3,256
|
|
0.70
|
%
|
|
383,574
|
|
3,337
|
|
0.87
|
%
|
|
358,918
|
|
3,952
|
|
1.10
|
%
|
||||||
Total interest-bearing deposits
|
1,774,459
|
|
6,206
|
|
0.35
|
%
|
|
1,281,114
|
|
6,106
|
|
0.48
|
%
|
|
1,142,560
|
|
7,052
|
|
0.62
|
%
|
||||||
Borrowed Funds:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Short-term FHLB advances
|
16,863
|
|
42
|
|
0.25
|
%
|
|
36,678
|
|
47
|
|
0.13
|
%
|
|
44,127
|
|
55
|
|
0.12
|
%
|
||||||
Retail repurchase agreements
|
83,574
|
|
140
|
|
0.17
|
%
|
|
59,362
|
|
99
|
|
0.17
|
%
|
|
37,167
|
|
59
|
|
0.16
|
%
|
||||||
Total short-term borrowings
|
100,437
|
|
182
|
|
0.18
|
%
|
|
96,040
|
|
146
|
|
0.15
|
%
|
|
81,294
|
|
114
|
|
0.14
|
%
|
||||||
Long-term FHLB advances
|
82,184
|
|
2,256
|
|
2.75
|
%
|
|
80,837
|
|
2,299
|
|
2.84
|
%
|
|
64,004
|
|
2,167
|
|
3.39
|
%
|
||||||
Wholesale repurchase agreements
|
40,000
|
|
1,471
|
|
3.68
|
%
|
|
40,000
|
|
1,471
|
|
3.68
|
%
|
|
40,000
|
|
1,471
|
|
3.68
|
%
|
||||||
Other borrowings
|
13,064
|
|
606
|
|
4.58
|
%
|
|
17,334
|
|
672
|
|
3.88
|
%
|
|
22,096
|
|
882
|
|
3.94
|
%
|
||||||
Total long-term borrowings
|
135,248
|
|
4,333
|
|
3.20
|
%
|
|
138,171
|
|
4,442
|
|
3.21
|
%
|
|
126,100
|
|
4,520
|
|
3.57
|
%
|
||||||
Total borrowed funds
|
235,685
|
|
4,515
|
|
1.92
|
%
|
|
234,211
|
|
4,588
|
|
1.96
|
%
|
|
207,394
|
|
4,634
|
|
2.23
|
%
|
||||||
Total interest-bearing liabilities
|
2,010,144
|
|
10,721
|
|
0.53
|
%
|
|
1,515,325
|
|
10,694
|
|
0.71
|
%
|
|
1,349,954
|
|
11,686
|
|
0.86
|
%
|
||||||
Non-interest-bearing deposits
|
663,395
|
|
|
|
|
433,798
|
|
|
|
|
335,637
|
|
|
|
||||||||||||
Other liabilities
|
31,018
|
|
|
|
|
|
20,722
|
|
|
|
|
|
24,865
|
|
|
|
|
|||||||||
Total liabilities
|
2,704,557
|
|
|
|
|
1,969,845
|
|
|
|
|
1,710,456
|
|
|
|
||||||||||||
Total stockholders’ equity
|
407,296
|
|
|
|
|
|
270,689
|
|
|
|
|
|
221,911
|
|
|
|
|
|||||||||
Total liabilities and stockholders’ equity
|
$
|
3,111,853
|
|
|
|
|
|
$
|
2,240,534
|
|
|
|
|
|
$
|
1,932,367
|
|
|
|
|
||||||
Interest rate spread
|
|
$
|
99,590
|
|
3.38
|
%
|
|
|
$
|
70,841
|
|
3.26
|
%
|
|
|
$
|
56,596
|
|
3.04
|
%
|
||||||
Net interest margin
|
3.53
|
%
|
|
|
|
3.45
|
%
|
|
|
|
3.23
|
%
|
(1)
|
Average balances are based on carrying value.
|
(2)
|
Interest income and yields are presented on a fully tax-equivalent basis using a 35% federal statutory tax rate.
|
(3)
|
Average balances include nonaccrual and impaired loans. Interest income includes interest earned on nonaccrual loans prior to the loans being placed on nonaccrual status. Loan fees included in interest income were immaterial for all periods presented.
|
(4)
|
Loans held for sale are included in the average loan balance listed. Related interest income on loans originated for sale prior to the loan being sold is included in loan interest income.
|
(Dollars in thousands)
|
Changes from 2014 to 2015
|
|
Changes from 2013 to 2014
|
||||||||||||||||
Increase (decrease) in:
|
Rate
|
Volume
|
Total
(1)
|
|
Rate
|
Volume
|
Total
(1)
|
||||||||||||
INTEREST INCOME:
|
|
|
|
|
|
|
|
||||||||||||
Short-term investments
|
$
|
123
|
|
$
|
(1
|
)
|
$
|
122
|
|
|
$
|
(88
|
)
|
$
|
(5
|
)
|
$
|
(93
|
)
|
Other long-term investments
|
8
|
|
(4
|
)
|
4
|
|
|
2
|
|
4
|
|
6
|
|
||||||
Investment Securities (2):
|
|
|
|
|
|
|
|
||||||||||||
Taxable
|
(1,285
|
)
|
2,497
|
|
1,212
|
|
|
437
|
|
(449
|
)
|
(12
|
)
|
||||||
Nontaxable
|
(216
|
)
|
2,034
|
|
1,818
|
|
|
(113
|
)
|
436
|
|
323
|
|
||||||
Total investment income
|
(1,501
|
)
|
4,531
|
|
3,030
|
|
|
324
|
|
(13
|
)
|
311
|
|
||||||
Loans (2)
:
|
|
|
|
|
|
|
|
||||||||||||
Commercial real estate, construction
|
67
|
|
855
|
|
922
|
|
|
(105
|
)
|
344
|
|
239
|
|
||||||
Commercial real estate, other
|
(42
|
)
|
9,099
|
|
9,057
|
|
|
(640
|
)
|
4,482
|
|
3,842
|
|
||||||
Commercial and industrial
|
(444
|
)
|
3,368
|
|
2,924
|
|
|
596
|
|
2,523
|
|
3,119
|
|
||||||
Residential real estate
|
(802
|
)
|
9,305
|
|
8,503
|
|
|
(293
|
)
|
4,255
|
|
3,962
|
|
||||||
Home equity lines of credit
|
777
|
|
1,400
|
|
2,177
|
|
|
(138
|
)
|
491
|
|
353
|
|
||||||
Consumer
|
(143
|
)
|
2,180
|
|
2,037
|
|
|
(508
|
)
|
2,023
|
|
1,515
|
|
||||||
Total loan income
|
(587
|
)
|
26,207
|
|
25,620
|
|
|
(1,088
|
)
|
14,118
|
|
13,030
|
|
||||||
Total interest income
|
(1,957
|
)
|
30,733
|
|
28,776
|
|
|
(850
|
)
|
14,104
|
|
13,254
|
|
||||||
INTEREST EXPENSE:
|
|
|
|
|
|
|
|
||||||||||||
Deposits:
|
|
|
|
|
|
|
|
||||||||||||
Savings accounts
|
(2
|
)
|
76
|
|
74
|
|
|
2
|
|
26
|
|
28
|
|
||||||
Government deposit accounts
|
(132
|
)
|
259
|
|
127
|
|
|
(246
|
)
|
74
|
|
(172
|
)
|
||||||
Interest-bearing demand accounts
|
(5
|
)
|
59
|
|
54
|
|
|
4
|
|
19
|
|
23
|
|
||||||
Money market accounts
|
(3
|
)
|
145
|
|
142
|
|
|
40
|
|
53
|
|
93
|
|
||||||
Brokered certificates of deposit
|
18
|
|
(234
|
)
|
(216
|
)
|
|
17
|
|
(320
|
)
|
(303
|
)
|
||||||
Retail certificates of deposit
|
(724
|
)
|
643
|
|
(81
|
)
|
|
(871
|
)
|
257
|
|
(614
|
)
|
||||||
Total deposit cost
|
(848
|
)
|
948
|
|
100
|
|
|
(1,054
|
)
|
109
|
|
(945
|
)
|
||||||
Borrowed funds:
|
|
|
|
|
|
|
|
||||||||||||
Short-term borrowings
|
39
|
|
(3
|
)
|
36
|
|
|
—
|
|
32
|
|
32
|
|
||||||
Long-term borrowings
|
31
|
|
(140
|
)
|
(109
|
)
|
|
(405
|
)
|
327
|
|
(78
|
)
|
||||||
Total borrowed funds cost
|
70
|
|
(143
|
)
|
(73
|
)
|
|
(405
|
)
|
359
|
|
(46
|
)
|
||||||
Total interest expense
|
(778
|
)
|
805
|
|
27
|
|
|
(1,459
|
)
|
468
|
|
(991
|
)
|
||||||
Net interest income
|
$
|
(1,179
|
)
|
$
|
29,928
|
|
$
|
28,749
|
|
|
$
|
609
|
|
$
|
13,636
|
|
$
|
14,245
|
|
(1)
|
The change in interest due to both rate and volume has been allocated to rate and volume changes in proportion to the
|
(2)
|
Interest income and yields are presented on a fully tax-equivalent basis using a 35% federal statutory tax rate.
|
(Dollars in thousands)
|
2015
|
2014
|
2013
|
||||||
Net interest income, as reported
|
97,612
|
|
69,506
|
|
55,385
|
|
|||
Taxable equivalent adjustments
|
1,978
|
|
1,335
|
|
1,211
|
|
|||
Fully tax-equivalent net interest income
|
$
|
99,590
|
|
$
|
70,841
|
|
$
|
56,596
|
|
(Dollars in thousands)
|
2015
|
2014
|
2013
|
||||||
Provision for checking account overdrafts
|
$
|
612
|
|
$
|
339
|
|
$
|
356
|
|
Provision (recovery) of other loan losses
|
13,485
|
|
—
|
|
(4,766
|
)
|
|||
Provision for (recovery of) loan losses
|
$
|
14,097
|
|
$
|
339
|
|
$
|
(4,410
|
)
|
As a percent of average total loans
|
0.72
|
%
|
0.02
|
%
|
(0.42
|
)%
|
(Dollars in thousands)
|
2015
|
2014
|
2013
|
||||||
Net (loss) gain on OREO
|
$
|
(529
|
)
|
$
|
(68
|
)
|
$
|
86
|
|
Net (loss) gain on debt extinguishment
|
(520
|
)
|
67
|
|
—
|
|
|||
Net loss on bank premises and equipment
|
(696
|
)
|
(430
|
)
|
(241
|
)
|
|||
Loss on other assets
|
(43
|
)
|
—
|
|
—
|
|
|||
Net loss on asset disposals and other transactions
|
$
|
(1,788
|
)
|
$
|
(431
|
)
|
$
|
(155
|
)
|
(Dollars in thousands)
|
2015
|
2014
|
2013
|
||||||
Property and casualty insurance commissions
|
$
|
10,097
|
|
$
|
9,981
|
|
$
|
9,873
|
|
Performance-based commissions
|
1,625
|
|
1,722
|
|
804
|
|
|||
Life and health insurance commissions
|
1,756
|
|
1,630
|
|
1,227
|
|
|||
Credit life and A&H insurance commissions
|
50
|
|
38
|
|
90
|
|
|||
Other fees and charges
|
255
|
|
233
|
|
207
|
|
|||
Insurance income
|
$
|
13,783
|
|
$
|
13,604
|
|
$
|
12,201
|
|
(Dollars in thousands)
|
2015
|
2014
|
2013
|
||||||
Overdraft and non-sufficient funds fees
|
$
|
8,276
|
|
$
|
7,177
|
|
$
|
7,233
|
|
Account maintenance fees
|
2,126
|
|
1,690
|
|
1,283
|
|
|||
Other fees and charges
|
443
|
|
306
|
|
248
|
|
|||
Deposit account service charges
|
$
|
10,845
|
|
$
|
9,173
|
|
$
|
8,764
|
|
(Dollars in thousands)
|
2015
|
2014
|
2013
|
||||||
Fiduciary
|
$
|
6,950
|
|
$
|
5,567
|
|
$
|
5,103
|
|
Brokerage
|
2,627
|
|
2,118
|
|
2,019
|
|
|||
Trust and investment income
|
$
|
9,577
|
|
$
|
7,685
|
|
$
|
7,122
|
|
(Dollars in thousands)
|
2015
|
2014
|
2013
|
||||||
Trust assets under management
|
$
|
1,275,253
|
|
$
|
1,022,189
|
|
$
|
1,000,171
|
|
Brokerage assets under management
|
664,153
|
|
590,089
|
|
539,384
|
|
|||
Total managed assets
|
$
|
1,939,406
|
|
$
|
1,612,278
|
|
$
|
1,539,555
|
|
Annual average
|
$
|
1,859,336
|
|
$
|
1,576,656
|
|
$
|
1,446,291
|
|
(Dollars in thousands)
|
2015
|
2014
|
2013
|
||||||
Base salaries and wages
|
$
|
42,140
|
|
$
|
29,265
|
|
$
|
24,028
|
|
Sales-based and incentive compensation
|
6,340
|
|
7,265
|
|
7,110
|
|
|||
Employee benefits
|
6,016
|
|
5,880
|
|
3,622
|
|
|||
Stock-based compensation
|
1,843
|
|
2,111
|
|
1,362
|
|
|||
Deferred personnel costs
|
(1,593
|
)
|
(1,396
|
)
|
(2,292
|
)
|
|||
Payroll taxes and other employment costs
|
4,470
|
|
3,468
|
|
2,642
|
|
|||
Salaries and employee benefit costs
|
$
|
59,216
|
|
$
|
46,593
|
|
$
|
36,472
|
|
Full-time equivalent employees:
|
|
|
|
||||||
Actual at end of the period
|
817
|
|
699
|
|
546
|
|
|||
Average during the period
|
799
|
|
602
|
|
531
|
|
(Dollars in thousands)
|
2015
|
2014
|
2013
|
||||||
Depreciation
|
$
|
4,639
|
|
$
|
2,986
|
|
$
|
2,581
|
|
Repairs and maintenance costs
|
2,908
|
|
2,057
|
|
1,739
|
|
|||
Net rent expense
|
844
|
|
931
|
|
925
|
|
|||
Property taxes, utilities and other costs
|
2,816
|
|
1,865
|
|
1,595
|
|
|||
Net occupancy and equipment expense
|
$
|
11,207
|
|
$
|
7,839
|
|
$
|
6,840
|
|
(Dollars in thousands)
|
2015
|
2014
|
2013
|
2012
|
2011
|
||||||||||
|
|
|
|
|
|
||||||||||
Pre-Provision Net Revenue:
|
|
|
|
|
|
||||||||||
Income before income taxes
|
$
|
14,816
|
|
$
|
24,178
|
|
$
|
29,084
|
|
$
|
29,910
|
|
$
|
17,151
|
|
Add: provision for loan losses
|
14,097
|
|
339
|
|
—
|
|
—
|
|
7,998
|
|
|||||
Add: net loss on debt extinguishment
|
520
|
|
—
|
|
—
|
|
4,144
|
|
—
|
|
|||||
Add: net loss on loans held-for-sale and OREO
|
529
|
|
95
|
|
—
|
|
—
|
|
926
|
|
|||||
Add: net loss on securities transactions
|
—
|
|
30
|
|
—
|
|
—
|
|
—
|
|
|||||
Add: net loss on other assets
|
739
|
|
430
|
|
241
|
|
248
|
|
—
|
|
|||||
Less: recovery of loan losses
|
—
|
|
—
|
|
4,410
|
|
4,716
|
|
—
|
|
|||||
Less: net gain on debt extinguishment
|
—
|
|
67
|
|
—
|
|
—
|
|
—
|
|
|||||
Less: net gain on loans held-for-sale and OREO
|
—
|
|
27
|
|
86
|
|
66
|
|
—
|
|
|||||
Less: net gain on securities transactions
|
729
|
|
428
|
|
489
|
|
3,548
|
|
473
|
|
|||||
Less: net gain on other assets
|
—
|
|
—
|
|
—
|
|
—
|
|
10
|
|
|||||
Pre-provision net revenue
|
$
|
29,972
|
|
$
|
24,550
|
|
$
|
24,340
|
|
$
|
25,972
|
|
$
|
25,592
|
|
Total average assets
|
3,111,853
|
|
2,240,534
|
|
1,932,367
|
|
1,841,289
|
|
1,811,079
|
|
|||||
Pre-provision net revenue to total average assets
|
0.96
|
%
|
1.10
|
%
|
1.26
|
%
|
1.41
|
%
|
1.41
|
%
|
(Dollars in thousands)
|
2015
|
2014
|
2013
|
2012
|
2011
|
||||||||||
|
|
|
|
|
|
||||||||||
Efficiency ratio:
|
|
|
|
|
|
||||||||||
Total other expenses
|
$
|
115,081
|
|
$
|
85,009
|
|
$
|
68,265
|
|
$
|
63,474
|
|
$
|
61,331
|
|
Less: Amortization of other intangible assets
|
4,077
|
|
1,428
|
|
807
|
|
509
|
|
586
|
|
|||||
Adjusted total other expenses
|
111,004
|
|
83,581
|
|
67,458
|
|
62,965
|
|
60,745
|
|
|||||
|
|
|
|
|
|
||||||||||
Total non-interest income
|
47,441
|
|
40,053
|
|
37,220
|
|
34,971
|
|
32,944
|
|
|||||
|
|
|
|
|
|
||||||||||
Net interest income
|
97,612
|
|
69,506
|
|
55,385
|
|
54,475
|
|
53,979
|
|
|||||
Add: Fully tax-equivalent adjustment
|
1,978
|
|
1,335
|
|
1,211
|
|
1,087
|
|
1,133
|
|
|||||
Net interest income on a fully taxable-equivalent basis
|
99,590
|
|
70,841
|
|
56,596
|
|
55,562
|
|
55,112
|
|
|||||
|
|
|
|
|
|
||||||||||
Adjusted revenue
|
$
|
147,031
|
|
$
|
110,894
|
|
$
|
93,816
|
|
$
|
90,533
|
|
$
|
88,056
|
|
|
|
|
|
|
|
||||||||||
Efficiency ratio
|
75.50
|
%
|
75.37
|
%
|
71.90
|
%
|
69.55
|
%
|
68.98
|
%
|
(Dollars in thousands)
|
2015
|
2014
|
2013
|
2012
|
2011
|
||||||||||
Residential
|
$
|
4,201
|
|
$
|
14,058
|
|
$
|
23,446
|
|
$
|
37,267
|
|
$
|
58,660
|
|
Commercial
|
—
|
|
—
|
|
—
|
|
—
|
|
1,288
|
|
|||||
Total fair value
|
$
|
4,201
|
|
$
|
14,058
|
|
$
|
23,446
|
|
$
|
37,267
|
|
$
|
59,948
|
|
Total amortized cost
|
$
|
4,331
|
|
$
|
13,604
|
|
$
|
22,926
|
|
$
|
36,395
|
|
$
|
59,148
|
|
Net unrealized gain
|
$
|
(130
|
)
|
$
|
454
|
|
$
|
520
|
|
$
|
872
|
|
$
|
800
|
|
(Dollars in thousands)
|
2015
|
2014
|
2013
|
2012
|
2011
|
||||||||||
Gross originated loans:
|
|
|
|
|
|
||||||||||
Commercial real estate, construction
|
$
|
63,785
|
|
$
|
37,901
|
|
$
|
44,703
|
|
$
|
32,000
|
|
$
|
30,577
|
|
Commercial real estate, other
|
471,184
|
|
434,660
|
|
394,532
|
|
378,073
|
|
410,352
|
|
|||||
Commercial real estate
|
534,969
|
|
472,561
|
|
439,235
|
|
410,073
|
|
440,929
|
|
|||||
Commercial and industrial
|
288,130
|
|
249,975
|
|
206,276
|
|
180,131
|
|
140,857
|
|
|||||
Residential real estate
|
288,783
|
|
254,169
|
|
248,883
|
|
211,404
|
|
219,619
|
|
|||||
Home equity lines of credit
|
74,176
|
|
62,463
|
|
55,178
|
|
49,691
|
|
47,790
|
|
|||||
Consumer
|
227,133
|
|
169,913
|
|
133,864
|
|
99,011
|
|
87,531
|
|
|||||
Deposit account overdrafts
|
1,448
|
|
2,933
|
|
2,060
|
|
6,563
|
|
1,780
|
|
|||||
Total originated loans
|
$
|
1,414,639
|
|
$
|
1,212,014
|
|
$
|
1,085,496
|
|
$
|
956,873
|
|
$
|
938,506
|
|
Gross acquired loans:
|
|
|
|
|
|
||||||||||
Commercial real estate, construction
|
12,114
|
|
1,051
|
|
2,836
|
|
2,265
|
|
—
|
|
|||||
Commercial real estate, other
|
265,092
|
|
121,475
|
|
55,638
|
|
—
|
|
—
|
|
|||||
Commercial real estate
|
277,206
|
|
122,526
|
|
58,474
|
|
2,265
|
|
—
|
|
|||||
Commercial and industrial
|
63,589
|
|
30,056
|
|
26,478
|
|
—
|
|
—
|
|
|||||
Residential real estate
|
276,772
|
|
225,274
|
|
19,734
|
|
22,437
|
|
—
|
|
|||||
Home equity lines of credit
|
32,253
|
|
18,232
|
|
4,898
|
|
1,362
|
|
—
|
|
|||||
Consumer
|
7,981
|
|
12,796
|
|
1,154
|
|
2,235
|
|
—
|
|
|||||
Total acquired loans (a)
|
$
|
657,801
|
|
$
|
408,884
|
|
$
|
110,738
|
|
$
|
28,299
|
|
$
|
—
|
|
Total loans
|
$
|
2,072,440
|
|
$
|
1,620,898
|
|
$
|
1,196,234
|
|
$
|
985,172
|
|
$
|
938,506
|
|
Average total loans
|
1,952,241
|
|
1,364,808
|
|
1,046,371
|
|
967,166
|
|
950,951
|
|
|||||
Average allowance for loan losses
|
(19,174
|
)
|
(17,362
|
)
|
(17,935
|
)
|
(21,473
|
)
|
(27,259
|
)
|
|||||
Average loans, net of average allowance for loan losses
|
$
|
1,933,067
|
|
$
|
1,347,446
|
|
$
|
1,028,436
|
|
$
|
945,693
|
|
$
|
923,692
|
|
Percent of loans to total loans:
|
|
|
|
|
|
||||||||||
Commercial real estate, construction
|
3.7
|
%
|
2.4
|
%
|
4.0
|
%
|
3.5
|
%
|
3.3
|
%
|
|||||
Commercial real estate, other
|
35.5
|
%
|
34.2
|
%
|
37.6
|
%
|
38.4
|
%
|
43.7
|
%
|
|||||
Commercial real estate
|
39.2
|
%
|
36.6
|
%
|
41.6
|
%
|
41.9
|
%
|
47.0
|
%
|
|||||
Commercial and industrial
|
17.0
|
%
|
17.3
|
%
|
19.5
|
%
|
18.3
|
%
|
15.0
|
%
|
|||||
Residential real estate
|
27.3
|
%
|
29.6
|
%
|
22.5
|
%
|
23.7
|
%
|
23.4
|
%
|
|||||
Home equity lines of credit
|
5.1
|
%
|
5.0
|
%
|
5.0
|
%
|
5.2
|
%
|
5.1
|
%
|
|||||
Consumer
|
11.3
|
%
|
11.3
|
%
|
11.3
|
%
|
10.3
|
%
|
9.3
|
%
|
|||||
Deposit account overdrafts
|
0.1
|
%
|
0.2
|
%
|
0.1
|
%
|
0.6
|
%
|
0.2
|
%
|
|||||
Total percentage
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
|||||
|
|
|
|
|
|
||||||||||
Residential real estate loans being serviced for others
|
$
|
390,398
|
|
$
|
352,779
|
|
$
|
341,183
|
|
$
|
330,721
|
|
$
|
275,715
|
|
(a)
|
Includes all loans acquired, and related loan discount recorded as part of acquisition accounting, in 2012 and thereafter.
|
(Dollars in thousands)
|
Due in One Year or Less
|
Due in One to Five Years
|
Due After Five Years
|
Total
|
||||||||
Loan Type
|
|
|
|
|
||||||||
Commercial real estate, construction:
|
|
|
|
|
||||||||
Fixed
|
$
|
1,009
|
|
$
|
3,256
|
|
$
|
8,100
|
|
$
|
12,365
|
|
Variable
|
51,264
|
|
11,656
|
|
614
|
|
63,534
|
|
||||
Total
|
$
|
52,273
|
|
$
|
14,912
|
|
$
|
8,714
|
|
$
|
75,899
|
|
Commercial real estate, other:
|
|
|
|
|
||||||||
Fixed
|
$
|
26,607
|
|
$
|
104,474
|
|
$
|
77,768
|
|
$
|
208,849
|
|
Variable
|
313,858
|
|
177,488
|
|
36,081
|
|
527,427
|
|
||||
Total
|
$
|
340,465
|
|
$
|
281,962
|
|
$
|
113,849
|
|
$
|
736,276
|
|
Commercial and industrial:
|
|
|
|
|
||||||||
Fixed
|
$
|
4,000
|
|
$
|
75,141
|
|
$
|
30,340
|
|
$
|
109,481
|
|
Variable
|
235,901
|
|
6,014
|
|
323
|
|
242,238
|
|
||||
Total
|
$
|
239,901
|
|
$
|
81,155
|
|
$
|
30,663
|
|
$
|
351,719
|
|
(Dollars in thousands)
|
Outstanding Balance
|
Available Loan Commitments
|
Total Exposure
|
% of Total
|
|||||||
Commercial real estate, construction:
|
|
|
|
|
|||||||
Apartment complexes
|
$
|
30,986
|
|
$
|
45,073
|
|
$
|
76,059
|
|
50.6
|
%
|
Mixed commercial use facilities:
|
|
|
|
|
|||||||
Owner occupied
|
1,886
|
|
6,492
|
|
8,378
|
|
5.6
|
%
|
|||
Non-owner occupied
|
3,217
|
|
9,909
|
|
13,126
|
|
8.7
|
%
|
|||
Total mixed commercial use facilities
|
5,103
|
|
16,401
|
|
21,504
|
|
14.3
|
%
|
|||
Assisted living facilities and nursing homes
|
$
|
8,773
|
|
$
|
1,142
|
|
$
|
9,915
|
|
6.6
|
%
|
Residential property
|
6,977
|
|
2,834
|
|
9,811
|
|
6.5
|
%
|
|||
Retail
|
3,434
|
|
4,413
|
|
7,847
|
|
5.2
|
%
|
|||
Land development
|
1,877
|
|
1,810
|
|
3,687
|
|
2.5
|
%
|
|||
Other
|
18,749
|
|
2,640
|
|
21,389
|
|
14.3
|
%
|
|||
Commercial real estate, construction
|
$
|
75,899
|
|
$
|
74,313
|
|
$
|
150,212
|
|
100.0
|
%
|
(Dollars in thousands)
|
Outstanding Balance
|
Available Loan Commitments
|
Total Exposure
|
% of Total
|
|||||||
Commercial real estate, other:
|
|
|
|
|
|||||||
Office buildings and complexes:
|
|
|
|
|
|||||||
Owner occupied
|
24,768
|
|
850
|
|
25,618
|
|
3.2
|
%
|
|||
Non-owner occupied
|
44,348
|
|
277
|
|
44,625
|
|
5.9
|
%
|
|||
Total office buildings and complexes
|
69,116
|
|
1,127
|
|
70,243
|
|
9.1
|
%
|
|||
Apartment complexes
|
68,792
|
|
52
|
|
68,844
|
|
9.0
|
%
|
|||
Mixed commercial use facilities:
|
|
|
|
|
|
|
|||||
Owner occupied
|
30,866
|
|
3,881
|
|
34,747
|
|
4.5
|
%
|
|||
Non-owner occupied
|
20,869
|
|
534
|
|
21,403
|
|
2.8
|
%
|
|||
Total mixed commercial use facilities
|
51,735
|
|
4,415
|
|
56,150
|
|
7.3
|
%
|
|||
Retail facilities:
|
|
|
|
|
|||||||
Owner occupied
|
21,231
|
|
2,279
|
|
23,510
|
|
3.1
|
%
|
|||
Non-owner occupied
|
31,489
|
|
—
|
|
31,489
|
|
4.1
|
%
|
|||
Total retail facilities
|
52,720
|
|
2,279
|
|
54,999
|
|
7.2
|
%
|
|||
Lodging and lodging related
|
$
|
48,946
|
|
$
|
—
|
|
48,946
|
|
6.4
|
%
|
|
Assisted living facilities and nursing homes
|
43,676
|
|
284
|
|
43,960
|
|
5.7
|
%
|
|||
Light industrial facilities:
|
|
|
|
|
|||||||
Owner occupied
|
33,364
|
|
34
|
|
33,398
|
|
4.3
|
%
|
|||
Non-owner occupied
|
2,885
|
|
—
|
|
2,885
|
|
0.4
|
%
|
|||
Total light industrial facilities
|
36,249
|
|
34
|
|
36,283
|
|
4.7
|
%
|
|||
Warehouse facilities
|
21,412
|
|
415
|
|
21,827
|
|
2.8
|
%
|
|||
Residential property:
|
|
|
|
|
|||||||
Owner occupied
|
1,105
|
|
739
|
|
1,844
|
|
0.2
|
%
|
|||
Non-owner occupied
|
13,203
|
|
2,627
|
|
15,830
|
|
2.1
|
%
|
|||
Total residential property
|
14,308
|
|
3,366
|
|
17,674
|
|
2.3
|
%
|
|||
Other
|
329,322
|
|
11,825
|
|
341,147
|
|
45.5
|
%
|
|||
Commercial real estate, other
|
$
|
736,276
|
|
$
|
23,797
|
|
$
|
760,073
|
|
100.0
|
%
|
(Dollars in thousands)
|
2015
|
2014
|
2013
|
2012
|
2011
|
||||||||||
Commercial real estate
|
$
|
7,076
|
|
$
|
9,825
|
|
$
|
13,215
|
|
$
|
14,215
|
|
$
|
18,947
|
|
Commercial and industrial
|
5,382
|
|
4,036
|
|
2,174
|
|
1,733
|
|
2,434
|
|
|||||
Total commercial
|
12,458
|
|
13,861
|
|
15,389
|
|
15,948
|
|
21,381
|
|
|||||
Residential real estate
|
1,257
|
|
1,627
|
|
881
|
|
801
|
|
1,119
|
|
|||||
Home equity lines of credit
|
732
|
|
694
|
|
343
|
|
479
|
|
541
|
|
|||||
Consumer
|
1,971
|
|
1,587
|
|
316
|
|
438
|
|
449
|
|
|||||
Deposit account overdrafts
|
121
|
|
112
|
|
136
|
|
145
|
|
227
|
|
|||||
Originated allowance for loan losses
|
16,539
|
|
17,881
|
|
17,065
|
|
17,811
|
|
23,717
|
|
|||||
Purchased credit impaired loan losses
|
240
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Acquired allowance for loan losses
|
240
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Allowance for loan losses
|
$
|
16,779
|
|
$
|
17,881
|
|
$
|
17,065
|
|
$
|
17,811
|
|
$
|
23,717
|
|
As a percent of originated loans, net of deferred fees and costs
|
1.19
|
%
|
1.48
|
%
|
1.58
|
%
|
1.86
|
%
|
2.53
|
%
|
(Dollars in thousands)
|
2015
|
2014
|
2013
|
2012
|
2011
|
||||||||||
Loans 90+ days past due and accruing:
|
|
|
|
|
|
||||||||||
Commercial real estate, other
|
$
|
2,425
|
|
$
|
567
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Commercial and industrial
|
1,986
|
|
301
|
|
78
|
|
181
|
|
—
|
|
|||||
Residential real estate
|
1,522
|
|
1,901
|
|
289
|
|
293
|
|
613
|
|
|||||
Home equity lines of credit
|
35
|
|
20
|
|
873
|
|
1,050
|
|
708
|
|
|||||
Consumer
|
1
|
|
10
|
|
—
|
|
4
|
|
—
|
|
|||||
Total
|
5,969
|
|
2,799
|
|
1,240
|
|
1,528
|
|
1,321
|
|
|||||
Nonaccrual loans:
|
|
|
|
|
|
|
|||||||||
Commercial real estate, construction
|
921
|
|
—
|
|
96
|
|
—
|
|
—
|
|
|||||
Commercial real estate, other
|
7,357
|
|
2,278
|
|
1,882
|
|
7,233
|
|
20,556
|
|
|||||
Commercial and industrial
|
350
|
|
1,800
|
|
630
|
|
627
|
|
2,262
|
|
|||||
Residential real estate
|
2,991
|
|
2,695
|
|
1,615
|
|
1,864
|
|
2,827
|
|
|||||
Home equity lines of credit
|
340
|
|
315
|
|
81
|
|
24
|
|
349
|
|
|||||
Consumer
|
31
|
|
3
|
|
58
|
|
12
|
|
—
|
|
|||||
Total
|
11,990
|
|
7,091
|
|
4,362
|
|
9,760
|
|
25,994
|
|
|||||
Nonaccrual troubled debt restructurings:
|
|
|
|
|
|
||||||||||
Commercial real estate, construction
|
—
|
|
96
|
|
—
|
|
—
|
|
—
|
|
|||||
Commercial real estate, other
|
153
|
|
306
|
|
916
|
|
2,572
|
|
2,959
|
|
|||||
Commercial and industrial
|
377
|
|
194
|
|
—
|
|
—
|
|
—
|
|
|||||
Residential real estate
|
864
|
|
658
|
|
650
|
|
350
|
|
425
|
|
|||||
Home equity lines of credit
|
79
|
|
45
|
|
6
|
|
—
|
|
—
|
|
|||||
Consumer
|
68
|
|
16
|
|
—
|
|
—
|
|
—
|
|
|||||
Total
|
1,541
|
|
1,315
|
|
1,572
|
|
2,922
|
|
3,384
|
|
|||||
Total nonperforming loans (NPLs)
|
19,500
|
|
11,205
|
|
7,174
|
|
14,210
|
|
30,699
|
|
|||||
Other real estate owned (OREO)
|
|
|
|
|
|
|
|||||||||
Commercial
|
644
|
|
582
|
|
465
|
|
815
|
|
2,194
|
|
|||||
Residential
|
89
|
|
364
|
|
428
|
|
21
|
|
—
|
|
|||||
Total
|
733
|
|
946
|
|
893
|
|
836
|
|
2,194
|
|
|||||
Total nonperforming assets (NPAs)
|
$
|
20,233
|
|
$
|
12,151
|
|
$
|
8,067
|
|
$
|
15,046
|
|
$
|
32,893
|
|
NPLs as a percent of total loans
|
0.94
|
%
|
0.69
|
%
|
0.60
|
%
|
1.43
|
%
|
3.26
|
%
|
|||||
NPAs as a percent of total assets
|
0.62
|
%
|
0.47
|
%
|
0.39
|
%
|
0.78
|
%
|
1.83
|
%
|
|||||
NPAs as a percent of total loans and OREO
|
0.98
|
%
|
0.75
|
%
|
0.67
|
%
|
1.52
|
%
|
3.48
|
%
|
|||||
Allowance for loan losses as a percent of NPLs
|
86.05
|
%
|
159.58
|
%
|
237.87
|
%
|
125.34
|
%
|
77.26
|
%
|
(Dollars in thousands)
|
2015
|
2014
|
2013
|
2012
|
2011
|
||||||||||
Non-interest-bearing deposits
|
$
|
717,939
|
|
$
|
493,162
|
|
$
|
409,891
|
|
$
|
317,071
|
|
$
|
239,837
|
|
Interest-bearing deposits:
|
|
|
|
|
|
||||||||||
Retail certificates of deposit
|
448,992
|
|
432,563
|
|
363,226
|
|
392,313
|
|
411,247
|
|
|||||
Savings accounts
|
414,375
|
|
295,307
|
|
215,802
|
|
183,499
|
|
138,383
|
|
|||||
Money market deposit accounts
|
394,119
|
|
337,387
|
|
275,801
|
|
288,404
|
|
264,873
|
|
|||||
Governmental deposit accounts
|
276,639
|
|
161,305
|
|
132,379
|
|
130,630
|
|
126,453
|
|
|||||
Interest-bearing demand accounts
|
250,023
|
|
173,659
|
|
134,618
|
|
124,787
|
|
106,233
|
|
|||||
Brokered certificates of deposits
|
33,857
|
|
39,691
|
|
49,041
|
|
55,599
|
|
64,054
|
|
|||||
Total interest-bearing deposits
|
1,818,005
|
|
1,439,912
|
|
1,170,867
|
|
1,175,232
|
|
1,111,243
|
|
|||||
Total deposits
|
$
|
2,535,944
|
|
$
|
1,933,074
|
|
$
|
1,580,758
|
|
$
|
1,492,303
|
|
$
|
1,351,080
|
|
(Dollars in thousands)
|
2015
|
2014
|
2013
|
2012
|
2011
|
||||||||||
3 months or less
|
$
|
18,994
|
|
$
|
14,058
|
|
$
|
19,969
|
|
$
|
10,745
|
|
$
|
20,457
|
|
Over 3 to 6 months
|
9,618
|
|
7,072
|
|
5,952
|
|
6,422
|
|
2,726
|
|
|||||
Over 6 to 12 months
|
9,086
|
|
12,600
|
|
11,551
|
|
12,020
|
|
7,416
|
|
|||||
Over 12 months
|
24,843
|
|
25,301
|
|
26,419
|
|
23,643
|
|
19,681
|
|
|||||
Total
|
$
|
62,541
|
|
$
|
59,031
|
|
$
|
63,891
|
|
$
|
52,830
|
|
$
|
50,280
|
|
(Dollars in thousands)
|
2015
|
2014
|
2013
|
2012
|
2011
|
||||||||||
Short-term borrowings:
|
|
|
|
|
|
||||||||||
FHLB advances
|
$
|
76,000
|
|
$
|
15,000
|
|
$
|
71,000
|
|
$
|
15,000
|
|
$
|
8,500
|
|
Retail repurchase agreements
|
84,386
|
|
73,277
|
|
42,590
|
|
32,769
|
|
43,143
|
|
|||||
Short-term borrowings
|
160,386
|
|
88,277
|
|
113,590
|
|
47,769
|
|
51,643
|
|
|||||
Long-term borrowings:
|
|
|
|
|
|
||||||||||
FHLB advances
|
66,934
|
|
124,714
|
|
62,679
|
|
64,904
|
|
77,312
|
|
|||||
Callable national market repurchase agreements
|
40,000
|
|
40,000
|
|
40,000
|
|
40,000
|
|
65,000
|
|
|||||
Term note payable (parent company)
|
—
|
|
14,369
|
|
19,147
|
|
23,919
|
|
—
|
|
|||||
Subordinated debentures held by subsidiary trust
|
6,736
|
|
—
|
|
—
|
|
—
|
|
22,600
|
|
|||||
Long-term borrowings
|
113,670
|
|
179,083
|
|
121,826
|
|
128,823
|
|
164,912
|
|
|||||
Total borrowed funds
|
$
|
274,056
|
|
$
|
267,360
|
|
$
|
235,416
|
|
$
|
176,592
|
|
$
|
216,555
|
|
(Dollars in thousands)
|
2015
|
2014
|
2013
|
2012
|
2011
|
||||||||||
Capital Amounts:
|
|
|
|
|
|
||||||||||
Common Equity Tier 1
|
$
|
288,416
|
|
N/A
|
N/A
|
N/A
|
N/A
|
||||||||
Tier 1
|
295,151
|
|
241,707
|
|
166,217
|
|
160,604
|
|
165,121
|
|
|||||
Total (Tier 1 and Tier 2)
|
313,974
|
|
261,371
|
|
184,457
|
|
176,224
|
|
180,053
|
|
|||||
Net risk-weighted assets
|
$
|
2,157,410
|
|
$
|
1,687,968
|
|
$
|
1,338,811
|
|
$
|
1,141,938
|
|
$
|
1,111,443
|
|
Capital Ratios:
|
|
|
|
|
|
||||||||||
Common Equity Tier 1
|
13.37
|
%
|
N/A
|
N/A
|
N/A
|
N/A
|
|||||||||
Tier 1
|
13.68
|
%
|
14.32
|
%
|
12.42
|
%
|
14.06
|
%
|
14.86
|
%
|
|||||
Total (Tier 1 and Tier 2)
|
14.55
|
%
|
15.48
|
%
|
13.78
|
%
|
15.43
|
%
|
16.20
|
%
|
|||||
Tier 1 leverage
|
9.52
|
%
|
9.92
|
%
|
8.52
|
%
|
8.83
|
%
|
9.45
|
%
|
(Dollars in thousands)
|
2015
|
2014
|
2013
|
2012
|
2011
|
||||||||||
Tangible Equity:
|
|
|
|
|
|
||||||||||
Total stockholders' equity
|
$
|
419,789
|
|
$
|
340,118
|
|
$
|
221,553
|
|
$
|
221,728
|
|
$
|
206,657
|
|
Less: goodwill and other intangible assets
|
149,617
|
|
109,158
|
|
77,603
|
|
68,525
|
|
64,475
|
|
|||||
Tangible equity
|
$
|
270,172
|
|
$
|
230,960
|
|
$
|
143,950
|
|
$
|
153,203
|
|
$
|
142,182
|
|
|
|
|
|
|
|
||||||||||
Tangible Assets:
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
3,258,970
|
|
$
|
2,567,769
|
|
$
|
2,059,108
|
|
$
|
1,918,050
|
|
$
|
1,794,161
|
|
Less: goodwill and other intangible assets
|
149,617
|
|
109,158
|
|
77,603
|
|
68,525
|
|
64,475
|
|
|||||
Tangible assets
|
$
|
3,109,353
|
|
$
|
2,458,611
|
|
$
|
1,981,505
|
|
$
|
1,849,525
|
|
$
|
1,729,686
|
|
|
|
|
|
|
|
||||||||||
Tangible Book Value per Share:
|
|
|
|
|
|
||||||||||
Tangible common equity
|
$
|
270,172
|
|
$
|
230,960
|
|
$
|
143,950
|
|
$
|
153,203
|
|
$
|
142,182
|
|
Common shares outstanding
|
18,404,864
|
|
14,836,727
|
|
10,605,782
|
|
10,547,960
|
|
10,507,124
|
|
|||||
|
|
|
|
|
|
||||||||||
Tangible book value per share
|
$
|
14.68
|
|
$
|
15.57
|
|
$
|
13.57
|
|
$
|
14.52
|
|
$
|
13.53
|
|
|
|
|
|
|
|
||||||||||
Tangible Equity to Tangible Assets Ratio:
|
|
|
|
|
|||||||||||
Tangible equity
|
$
|
270,172
|
|
$
|
230,960
|
|
$
|
143,950
|
|
$
|
153,203
|
|
$
|
142,182
|
|
Tangible assets
|
$
|
3,109,353
|
|
$
|
2,458,611
|
|
$
|
1,981,505
|
|
$
|
1,849,525
|
|
$
|
1,729,686
|
|
|
|
|
|
|
|
||||||||||
Tangible equity to tangible assets
|
8.69
|
%
|
9.39
|
%
|
7.26
|
%
|
8.28
|
%
|
8.22
|
%
|
Immediate and Sustained Shift in Interest Rates
|
Net Interest Income
|
Economic Value of Equity
|
+ / - 100 basis points
|
-5%
|
-10%
|
+ / - 200 basis points
|
-10%
|
-15%
|
+ / - 300 basis points
|
-15%
|
-20%
|
Increase in Interest Rate
|
Estimated Increase in
Net Interest Income
|
|
Estimated (Decrease) Increase in Economic Value of Equity
|
||||||||||||||||||||||
(in Basis Points)
|
December 31, 2015
|
|
December 31, 2014
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||||||||
300
|
$
|
1,477
|
|
|
1.5
|
%
|
|
$
|
5,600
|
|
7.3
|
%
|
|
$
|
(88,774
|
)
|
|
(15.3
|
)%
|
|
$
|
(66,730
|
)
|
(15.7
|
)%
|
200
|
1,943
|
|
|
1.9
|
%
|
|
4,848
|
|
6.3
|
%
|
|
(57,205
|
)
|
|
(9.9
|
)%
|
|
(41,537
|
)
|
(9.8
|
)%
|
||||
100
|
1,823
|
|
|
1.8
|
%
|
|
3,235
|
|
4.2
|
%
|
|
(27,036
|
)
|
|
(4.7
|
)%
|
|
(18,026
|
)
|
(4.2
|
)%
|
Activity or Obligation
|
Note
|
Off-balance sheet credit-related financial instruments
|
14
|
Operating lease obligations
|
5
|
Long-term debt obligations
|
9
|
(a)
|
information required to be disclosed by Peoples in this Form 10-K and other reports Peoples files or submits under the Exchange Act would be accumulated and communicated to Peoples’ management, including its President and Chief Executive Officer and its Executive Vice President, Chief Financial Officer and Treasurer, as appropriate to allow timely decisions regarding required disclosure;
|
(b)
|
information required to be disclosed by Peoples in this Form 10-K and other reports Peoples files or submits under the Exchange Act would be recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms; and
|
(c)
|
Peoples’ disclosure controls and procedures were effective as of the end of the period covered by this Form 10-K.
|
By: /s/
|
CHARLES W. SULERZYSKI
|
|
By: /s/
|
JOHN C. ROGERS
|
|
Charles W. Sulerzyski
|
|
|
John C. Rogers
|
|
President and Chief Executive Officer
|
|
|
Executive Vice President,
|
|
|
|
|
Chief Financial Officer and Treasurer
|
|
December 31,
|
|||||
(Dollars in thousands)
|
2015
|
2014
|
||||
Assets
|
|
|
||||
Cash and cash equivalents:
|
|
|
||||
Cash and due from banks
|
$
|
53,663
|
|
$
|
42,230
|
|
Interest-bearing deposits in other banks
|
17,452
|
|
19,224
|
|
||
Total cash and cash equivalents
|
71,115
|
|
61,454
|
|
||
Available-for-sale investment securities, at fair value (amortized cost of $780,304 at December 31, 2015 and $632,967 at December 31, 2014)
|
784,701
|
|
636,880
|
|
||
Held-to-maturity investment securities, at amortized cost (fair value of $45,853 at December 31, 2015 and $48,442 at December 31, 2014)
|
45,728
|
|
48,468
|
|
||
Other investment securities, at cost
|
38,401
|
|
28,311
|
|
||
Total investment securities
|
868,830
|
|
713,659
|
|
||
Loans, net of deferred fees and costs
|
2,072,440
|
|
1,620,898
|
|
||
Allowance for loan losses
|
(16,779
|
)
|
(17,881
|
)
|
||
Net loans
|
2,055,661
|
|
1,603,017
|
|
||
Loans held for sale
|
1,953
|
|
4,374
|
|
||
Bank premises and equipment, net
|
53,487
|
|
40,335
|
|
||
Goodwill
|
132,631
|
|
98,562
|
|
||
Other intangible assets
|
16,986
|
|
10,596
|
|
||
Other assets
|
58,307
|
|
35,772
|
|
||
Total assets
|
$
|
3,258,970
|
|
$
|
2,567,769
|
|
Liabilities
|
|
|
||||
Deposits:
|
|
|
||||
Non-interest-bearing
|
$
|
717,939
|
|
$
|
493,162
|
|
Interest-bearing
|
1,818,005
|
|
1,439,912
|
|
||
Total deposits
|
2,535,944
|
|
1,933,074
|
|
||
Short-term borrowings
|
160,386
|
|
88,277
|
|
||
Long-term borrowings
|
113,670
|
|
179,083
|
|
||
Accrued expenses and other liabilities
|
29,181
|
|
27,217
|
|
||
Total liabilities
|
2,839,181
|
|
2,227,651
|
|
||
Stockholders’ Equity
|
|
|
||||
Preferred stock, no par value, 50,000 shares authorized, no shares issued at December 31, 2015 and December 31, 2014
|
—
|
|
—
|
|
||
Common stock, no par value, 24,000,000 shares authorized, 18,931,200 shares issued at December 31, 2015 and 15,599,643 shares issued at December 31, 2014, including shares in treasury
|
343,948
|
|
265,742
|
|
||
Retained earnings
|
90,790
|
|
90,391
|
|
||
Accumulated other comprehensive loss, net of deferred income taxes
|
(359
|
)
|
(1,301
|
)
|
||
Treasury stock, at cost, 586,686 shares at December 31, 2015 and 590,246 shares at December 31, 2014
|
(14,590
|
)
|
(14,714
|
)
|
||
Total stockholders’ equity
|
419,789
|
|
340,118
|
|
||
Total liabilities and stockholders’ equity
|
$
|
3,258,970
|
|
$
|
2,567,769
|
|
(Dollars in thousands, except per share data)
|
2015
|
2014
|
2013
|
||||||
Interest Income:
|
|
|
|
||||||
Interest and fees on loans
|
$
|
87,155
|
|
$
|
61,541
|
|
$
|
48,522
|
|
Interest and dividends on taxable investment securities
|
18,051
|
|
16,840
|
|
16,853
|
|
|||
Interest on tax-exempt investment securities
|
2,992
|
|
1,810
|
|
1,600
|
|
|||
Other interest income
|
135
|
|
9
|
|
96
|
|
|||
Total interest income
|
108,333
|
|
80,200
|
|
67,071
|
|
|||
Interest Expense:
|
|
|
|
||||||
Interest on deposits
|
6,206
|
|
6,106
|
|
7,052
|
|
|||
Interest on short-term borrowings
|
182
|
|
146
|
|
114
|
|
|||
Interest on long-term borrowings
|
4,333
|
|
4,442
|
|
4,520
|
|
|||
Total interest expense
|
10,721
|
|
10,694
|
|
11,686
|
|
|||
Net interest income
|
97,612
|
|
69,506
|
|
55,385
|
|
|||
Provision for (recovery of) loan losses
|
14,097
|
|
339
|
|
(4,410
|
)
|
|||
Net interest income after provision for (recovery of) loan losses
|
83,515
|
|
69,167
|
|
59,795
|
|
|||
Other Income:
|
|
|
|
||||||
Insurance income
|
13,783
|
|
13,604
|
|
12,201
|
|
|||
Deposit account service charges
|
10,845
|
|
9,173
|
|
8,764
|
|
|||
Trust and investment income
|
9,577
|
|
7,685
|
|
7,122
|
|
|||
Electronic banking income
|
8,958
|
|
6,642
|
|
6,191
|
|
|||
Mortgage banking income
|
1,317
|
|
1,237
|
|
1,759
|
|
|||
Net gain on investment securities
|
729
|
|
398
|
|
489
|
|
|||
Net loss on asset disposals and other transactions
|
(1,788
|
)
|
(431
|
)
|
(155
|
)
|
|||
Other non-interest income
|
2,961
|
|
1,712
|
|
1,183
|
|
|||
Total other income
|
46,382
|
|
40,020
|
|
37,554
|
|
|||
Other Expenses:
|
|
|
|
||||||
Salaries and employee benefit costs
|
59,216
|
|
46,593
|
|
36,472
|
|
|||
Net occupancy and equipment expense
|
11,207
|
|
7,839
|
|
6,840
|
|
|||
Professional fees
|
7,295
|
|
5,649
|
|
4,207
|
|
|||
Electronic banking expense
|
5,300
|
|
4,529
|
|
3,586
|
|
|||
Amortization of other intangible assets
|
4,077
|
|
1,428
|
|
807
|
|
|||
Data processing and software expense
|
3,671
|
|
2,424
|
|
2,012
|
|
|||
Marketing expense
|
2,838
|
|
2,299
|
|
2,301
|
|
|||
Communication expense
|
2,286
|
|
1,642
|
|
1,339
|
|
|||
FDIC insurance expense
|
2,084
|
|
1,260
|
|
1,036
|
|
|||
Franchise tax expense
|
1,968
|
|
1,392
|
|
1,643
|
|
|||
Foreclosed real estate and other loan expenses
|
1,276
|
|
789
|
|
654
|
|
|||
Other non-interest expense
|
13,863
|
|
9,165
|
|
7,368
|
|
|||
Total other expenses
|
115,081
|
|
85,009
|
|
68,265
|
|
|||
Income before income taxes
|
14,816
|
|
24,178
|
|
29,084
|
|
|||
Income tax expense
|
3,875
|
|
7,494
|
|
11,510
|
|
|||
Net income
|
$
|
10,941
|
|
$
|
16,684
|
|
$
|
17,574
|
|
Earnings per common share - basic
|
$
|
0.62
|
|
$
|
1.36
|
|
$
|
1.65
|
|
Earnings per common share - diluted
|
$
|
0.61
|
|
$
|
1.35
|
|
$
|
1.63
|
|
Weighted-average number of common shares outstanding - basic
|
17,555,140
|
|
12,183,352
|
|
10,581,222
|
|
|||
Weighted-average number of common shares outstanding - diluted
|
17,687,795
|
|
12,306,224
|
|
10,679,417
|
|
(Dollars in thousands)
|
2015
|
2014
|
2013
|
||||||
Net income
|
$
|
10,941
|
|
$
|
16,684
|
|
$
|
17,574
|
|
Other comprehensive income (loss):
|
|
|
|
||||||
Available-for-sale investment securities:
|
|
|
|
||||||
Gross unrealized holding gain (loss) arising in the period
|
1,232
|
|
19,326
|
|
(25,130
|
)
|
|||
Related tax (expense) benefit
|
(431
|
)
|
(6,764
|
)
|
8,795
|
|
|||
Less: reclassification adjustment for net gain included in net income
|
729
|
|
398
|
|
489
|
|
|||
Related tax expense
|
(255
|
)
|
(139
|
)
|
(171
|
)
|
|||
Net effect on other comprehensive income (loss)
|
327
|
|
12,303
|
|
(16,653
|
)
|
|||
Defined benefit plans:
|
|
|
|
||||||
Net gain (loss) arising during the period
|
373
|
|
(2,083
|
)
|
3,788
|
|
|||
Related tax (expense) benefit
|
(130
|
)
|
729
|
|
(1,326
|
)
|
|||
Amortization of unrecognized loss and service cost on benefit plans
|
112
|
|
129
|
|
182
|
|
|||
Related tax expense
|
(38
|
)
|
(45
|
)
|
(64
|
)
|
|||
Recognition of loss due to settlement and curtailment
|
459
|
|
1,400
|
|
270
|
|
|||
Related tax expense
|
(161
|
)
|
(490
|
)
|
(95
|
)
|
|||
Net effect on other comprehensive income (loss)
|
615
|
|
(360
|
)
|
2,755
|
|
|||
Total other comprehensive income (loss), net of tax
|
942
|
|
11,943
|
|
(13,898
|
)
|
|||
Total comprehensive income
|
$
|
11,883
|
|
$
|
28,627
|
|
$
|
3,676
|
|
|
Common Stock
|
Retained Earnings
|
Accumulated Other Comprehensive Income (Loss)
|
Treasury Stock
|
Total Stockholders' Equity
|
||||||||||
(Dollars in thousands)
|
|||||||||||||||
Balance, December 31, 2012
|
$
|
167,039
|
|
$
|
69,158
|
|
$
|
654
|
|
$
|
(15,123
|
)
|
$
|
221,728
|
|
Net income
|
|
17,574
|
|
|
|
17,574
|
|
||||||||
Other comprehensive loss, net of tax
|
|
|
(13,898
|
)
|
|
(13,898
|
)
|
||||||||
Cash dividends declared
|
|
(5,834
|
)
|
|
|
(5,834
|
)
|
||||||||
Tax benefit from exercise of stock options
|
79
|
|
|
|
|
79
|
|
||||||||
Reissuance of treasury stock for deferred compensation plan for Boards of Directors
|
|
|
|
168
|
|
168
|
|
||||||||
Purchase of treasury stock
|
|
|
|
(228
|
)
|
(228
|
)
|
||||||||
Common shares issued under dividend reinvestment plan
|
423
|
|
|
|
|
423
|
|
||||||||
Common shares issued under compensation plan for Board of Directors
|
(34
|
)
|
|
|
213
|
|
179
|
|
|||||||
Stock-based compensation expense
|
1,362
|
|
|
|
|
1,362
|
|
||||||||
Balance, December 31, 2013
|
$
|
168,869
|
|
$
|
80,898
|
|
$
|
(13,244
|
)
|
$
|
(14,970
|
)
|
$
|
221,553
|
|
Net income
|
|
16,684
|
|
|
|
16,684
|
|
||||||||
Other comprehensive income, net of tax
|
|
|
11,943
|
|
|
11,943
|
|
||||||||
Cash dividends declared
|
|
(7,191
|
)
|
|
|
(7,191
|
)
|
||||||||
Reissuance of treasury stock for common stock option exercises
|
|
|
|
72
|
|
72
|
|
||||||||
Tax benefit from exercise of stock options
|
85
|
|
|
|
|
85
|
|
||||||||
Reissuance of treasury stock for deferred compensation plan for Boards of Directors
|
|
|
|
175
|
|
175
|
|
||||||||
Reissuance of treasury stock for common stock awards
|
(10
|
)
|
|
|
10
|
|
—
|
|
|||||||
Purchase of treasury stock
|
|
|
|
(520
|
)
|
(520
|
)
|
||||||||
Common shares issued under dividend reinvestment plan
|
409
|
|
|
|
|
409
|
|
||||||||
Common shares issued under compensation plan for Board of Directors
|
(14
|
)
|
|
|
221
|
|
207
|
|
|||||||
Stock-based compensation expense
|
1,813
|
|
|
|
298
|
|
2,111
|
|
|||||||
Issuance of common shares related to acquisitions:
|
|
|
|
|
|
||||||||||
Midwest Bancshares, Inc.
|
6,305
|
|
|
|
|
6,305
|
|
||||||||
Ohio Heritage Bancorp, Inc.
|
32,017
|
|
|
|
|
32,017
|
|
||||||||
North Akron Savings Bank
|
16,106
|
|
|
|
|
16,106
|
|
||||||||
Common shares issued to institutional investors in private placement
|
40,162
|
|
|
|
|
40,162
|
|
||||||||
Balance, December 31, 2014
|
$
|
265,742
|
|
$
|
90,391
|
|
$
|
(1,301
|
)
|
$
|
(14,714
|
)
|
$
|
340,118
|
|
Net income
|
|
10,941
|
|
|
|
10,941
|
|
||||||||
Other comprehensive income, net of tax
|
|
|
942
|
|
|
942
|
|
||||||||
Cash dividends declared
|
|
(10,542
|
)
|
|
|
(10,542
|
)
|
||||||||
Tax benefit from exercise of stock options
|
51
|
|
|
|
|
51
|
|
||||||||
Reissuance of treasury stock for deferred compensation plan for Boards of Directors
|
|
|
|
184
|
|
184
|
|
||||||||
Purchase of treasury stock
|
|
|
|
(741
|
)
|
(741
|
)
|
||||||||
Common shares issued under dividend reinvestment plan
|
397
|
|
|
|
|
397
|
|
||||||||
Common shares issued under compensation plan for Board of Directors
|
(43
|
)
|
|
|
177
|
|
134
|
|
|||||||
Stock-based compensation expense
|
1,843
|
|
|
|
—
|
|
1,843
|
|
|||||||
Common shares issued under employee stock purchase plan
|
(69
|
)
|
|
|
504
|
|
435
|
|
|||||||
Issuance of common shares related to acquisition of NB&T Financial Group, Inc.
|
76,027
|
|
|
|
|
76,027
|
|
||||||||
Balance, December 31, 2015
|
$
|
343,948
|
|
$
|
90,790
|
|
$
|
(359
|
)
|
$
|
(14,590
|
)
|
$
|
419,789
|
|
(Dollars in thousands)
|
2015
|
2014
|
2013
|
||||||
Operating activities:
|
|
|
|
||||||
Net income
|
$
|
10,941
|
|
$
|
16,684
|
|
$
|
17,574
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||||
Depreciation, amortization and accretion, net
|
18,503
|
|
13,174
|
|
16,110
|
|
|||
Provision for (recovery of) loan losses
|
14,097
|
|
339
|
|
(4,410
|
)
|
|||
Bank owned life insurance income
|
(598
|
)
|
(106
|
)
|
(56
|
)
|
|||
Net gain on investment securities
|
(729
|
)
|
(398
|
)
|
(489
|
)
|
|||
Loss (gain) on debt extinguishment
|
520
|
|
(67
|
)
|
—
|
|
|||
Loans originated for sale
|
(53,570
|
)
|
(51,458
|
)
|
(68,323
|
)
|
|||
Proceeds from sales of loans
|
56,532
|
|
49,218
|
|
74,049
|
|
|||
Net gains on sales of loans
|
(1,005
|
)
|
(943
|
)
|
(1,544
|
)
|
|||
Deferred income tax (benefit) expense
|
(1,582
|
)
|
3,835
|
|
4,627
|
|
|||
Decrease in accrued expenses
|
(4,412
|
)
|
(631
|
)
|
(13
|
)
|
|||
Decrease in interest receivable
|
704
|
|
139
|
|
313
|
|
|||
Excess tax benefit from share-based payments
|
(51
|
)
|
(85
|
)
|
(79
|
)
|
|||
Increase (decrease) in other assets
|
4,623
|
|
(1,505
|
)
|
8,058
|
|
|||
Other, net
|
3,909
|
|
3,299
|
|
(5,353
|
)
|
|||
Net cash provided by operating activities
|
47,882
|
|
31,495
|
|
40,464
|
|
|||
Investing activities:
|
|
|
|
||||||
Available-for-sale investment securities:
|
|
|
|
||||||
Purchases
|
(196,599
|
)
|
(143,184
|
)
|
(223,979
|
)
|
|||
Proceeds from sales
|
57,415
|
|
108,092
|
|
125,658
|
|
|||
Proceeds from principal payments, calls and prepayments
|
126,401
|
|
79,830
|
|
99,372
|
|
|||
Held-to-maturity investment securities:
|
|
|
|
||||||
Purchases
|
—
|
|
(1,017
|
)
|
(5,216
|
)
|
|||
Proceeds from principal payments
|
2,261
|
|
1,325
|
|
885
|
|
|||
Net increase in loans
|
(77,893
|
)
|
(76,100
|
)
|
(109,609
|
)
|
|||
Net expenditures for premises and equipment
|
(9,429
|
)
|
(7,105
|
)
|
(6,604
|
)
|
|||
Proceeds from sales of other real estate owned
|
971
|
|
219
|
|
1,036
|
|
|||
Proceeds from bank owned life insurance
|
—
|
|
6,322
|
|
43,100
|
|
|||
Business combinations, net of cash received
|
97,277
|
|
17,081
|
|
(4,536
|
)
|
|||
(Investment in) return of limited partnership and tax credit funds
|
(1,514
|
)
|
374
|
|
(120
|
)
|
|||
Net cash used in investing activities
|
(1,110
|
)
|
(14,163
|
)
|
(80,013
|
)
|
|||
Financing activities:
|
|
|
|
||||||
Net increase in non-interest-bearing deposits
|
99,341
|
|
18,367
|
|
61,935
|
|
|||
Net decrease in interest-bearing deposits
|
(125,360
|
)
|
(26,713
|
)
|
(84,344
|
)
|
|||
Net increase (decrease) in short-term borrowings
|
72,109
|
|
(29,373
|
)
|
65,821
|
|
|||
Proceeds from long-term borrowings
|
—
|
|
5,269
|
|
—
|
|
|||
Payments on long-term borrowings
|
(72,446
|
)
|
(10,288
|
)
|
(7,025
|
)
|
|||
Cash dividends paid on common shares
|
(10,065
|
)
|
(6,767
|
)
|
(5,419
|
)
|
|||
Purchase of treasury stock
|
(741
|
)
|
(520
|
)
|
(228
|
)
|
|||
Proceeds from issuance of common shares
|
—
|
|
40,242
|
|
8
|
|
|||
Excess tax benefit from share-based payments
|
51
|
|
85
|
|
79
|
|
|||
Net cash (used in) provided by financing activities
|
(37,111
|
)
|
(9,698
|
)
|
30,827
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
9,661
|
|
7,634
|
|
(8,722
|
)
|
|||
Cash and cash equivalents at beginning of period
|
61,454
|
|
53,820
|
|
62,542
|
|
|||
Cash and cash equivalents at end of period
|
$
|
71,115
|
|
$
|
61,454
|
|
$
|
53,820
|
|
Supplemental cash flow information:
|
|
|
|
||||||
Interest paid
|
$
|
11,541
|
|
$
|
10,766
|
|
$
|
11,839
|
|
Income taxes paid
|
$
|
672
|
|
$
|
6,726
|
|
$
|
7,473
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
||||||||||
(Dollars in thousands)
|
|
Quoted Prices in Active Markets for Identical Assets
(Level 1)
|
Significant
Other
Observable
Inputs
(Level 2)
|
Significant Unobservable Inputs
(Level 3)
|
||||||||
Fair Value
|
||||||||||||
2015
|
|
|
|
|
||||||||
Obligations of:
|
|
|
|
|
||||||||
U.S. Treasury and government agencies
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
U.S. government sponsored agencies
|
2,966
|
|
—
|
|
2,966
|
|
—
|
|
||||
States and political subdivisions
|
114,726
|
|
—
|
|
114,726
|
|
—
|
|
||||
Residential mortgage-backed securities
|
632,293
|
|
—
|
|
632,293
|
|
—
|
|
||||
Commercial mortgage-backed securities
|
23,845
|
|
—
|
|
23,845
|
|
—
|
|
||||
Bank-issued trust preferred securities
|
4,635
|
|
—
|
|
4,635
|
|
—
|
|
||||
Equity securities
|
6,236
|
|
6,024
|
|
212
|
|
—
|
|
||||
Total available-for-sale securities
|
$
|
784,701
|
|
$
|
6,024
|
|
$
|
778,677
|
|
$
|
—
|
|
2014
|
|
|
|
|
||||||||
Obligations of:
|
|
|
|
|
||||||||
U.S. Treasury and government agencies
|
$
|
1
|
|
$
|
—
|
|
$
|
1
|
|
$
|
—
|
|
U.S. government sponsored agencies
|
5,950
|
|
—
|
|
5,950
|
|
—
|
|
||||
States and political subdivisions
|
64,743
|
|
—
|
|
64,743
|
|
—
|
|
||||
Residential mortgage-backed securities
|
527,291
|
|
—
|
|
527,291
|
|
—
|
|
||||
Commercial mortgage-backed securities
|
27,847
|
|
—
|
|
27,847
|
|
—
|
|
||||
Bank-issued trust preferred securities
|
5,645
|
|
—
|
|
5,645
|
|
—
|
|
||||
Equity securities
|
5,403
|
|
5,204
|
|
199
|
|
—
|
|
||||
Total available-for-sale securities
|
$
|
636,880
|
|
$
|
5,204
|
|
$
|
631,676
|
|
$
|
—
|
|
|
|
Fair Value at Reporting Date Using
|
||||||||||
(Dollars in thousands)
|
|
Quoted Prices in Active Markets for Identical Assets
(Level 1) |
Significant
Other Observable Inputs (Level 2) |
Significant Unobservable Inputs
(Level 3) |
||||||||
Fair Value
|
||||||||||||
2015
|
|
|
|
|
||||||||
Obligations of:
|
|
|
|
|
||||||||
States and political subdivisions
|
$
|
4,221
|
|
$
|
—
|
|
$
|
4,221
|
|
$
|
—
|
|
Residential mortgage-backed securities
|
35,196
|
|
—
|
|
35,196
|
|
—
|
|
||||
Commercial mortgage-backed securities
|
6,436
|
|
—
|
|
6,436
|
|
—
|
|
||||
Total held-to-maturity securities
|
$
|
45,853
|
|
$
|
—
|
|
$
|
45,853
|
|
$
|
—
|
|
2014
|
|
|
|
|
||||||||
Obligations of:
|
|
|
|
|
||||||||
States and political subdivisions
|
$
|
4,282
|
|
$
|
—
|
|
$
|
4,282
|
|
$
|
—
|
|
Residential mortgage-backed securities
|
36,740
|
|
—
|
|
36,740
|
|
—
|
|
||||
Commercial mortgage-backed securities
|
7,420
|
|
—
|
|
7,420
|
|
—
|
|
||||
Total held-to-maturity securities
|
$
|
48,442
|
|
$
|
—
|
|
$
|
48,442
|
|
$
|
—
|
|
|
2015
|
|
2014
|
||||||||||
(Dollars in thousands)
|
Carrying Amount
|
Fair Value
|
|
Carrying Amount
|
Fair Value
|
||||||||
Financial assets
:
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
71,115
|
|
$
|
71,115
|
|
|
$
|
61,454
|
|
$
|
61,454
|
|
Investment securities
|
868,830
|
|
868,955
|
|
|
713,659
|
|
713,633
|
|
||||
Loans
|
2,057,614
|
|
2,018,482
|
|
|
1,607,391
|
|
1,581,813
|
|
||||
Financial liabilities:
|
|
|
|
|
|
||||||||
Deposits
|
$
|
2,535,944
|
|
$
|
2,540,131
|
|
|
$
|
1,933,074
|
|
$
|
1,938,021
|
|
Short-term borrowings
|
160,386
|
|
160,386
|
|
|
88,277
|
|
88,277
|
|
||||
Long-term borrowings
|
113,670
|
|
117,299
|
|
|
179,083
|
|
183,878
|
|
(Dollars in thousands)
|
Amortized Cost
|
Gross Unrealized Gains
|
Gross Unrealized Losses
|
Fair Value
|
||||||||
2015
|
|
|
|
|
||||||||
Obligations of:
|
|
|
|
|
||||||||
U.S. Treasury and government agencies
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
U.S. government sponsored agencies
|
2,908
|
|
58
|
|
—
|
|
2,966
|
|
||||
States and political subdivisions
|
111,283
|
|
3,487
|
|
(44
|
)
|
114,726
|
|
||||
Residential mortgage-backed securities
|
635,504
|
|
4,905
|
|
(8,116
|
)
|
632,293
|
|
||||
Commercial mortgage-backed securities
|
23,770
|
|
119
|
|
(44
|
)
|
23,845
|
|
||||
Bank-issued trust preferred securities
|
5,146
|
|
—
|
|
(511
|
)
|
4,635
|
|
||||
Equity securities
|
1,693
|
|
4,627
|
|
(84
|
)
|
6,236
|
|
||||
Total available-for-sale securities
|
$
|
780,304
|
|
$
|
13,196
|
|
$
|
(8,799
|
)
|
$
|
784,701
|
|
2014
|
|
|
|
|
||||||||
Obligations of:
|
|
|
|
|
||||||||
U.S. Treasury and government agencies
|
$
|
1
|
|
$
|
—
|
|
$
|
—
|
|
$
|
1
|
|
U.S. government sponsored agencies
|
5,836
|
|
114
|
|
—
|
|
5,950
|
|
||||
States and political subdivisions
|
62,292
|
|
2,510
|
|
(59
|
)
|
64,743
|
|
||||
Residential mortgage-backed securities
|
529,245
|
|
5,910
|
|
(7,864
|
)
|
527,291
|
|
||||
Commercial mortgage-backed securities
|
28,021
|
|
112
|
|
(286
|
)
|
27,847
|
|
||||
Bank-issued trust preferred securities
|
6,132
|
|
3
|
|
(490
|
)
|
5,645
|
|
||||
Equity securities
|
1,440
|
|
4,044
|
|
(81
|
)
|
5,403
|
|
||||
Total available-for-sale securities
|
$
|
632,967
|
|
$
|
12,693
|
|
$
|
(8,780
|
)
|
$
|
636,880
|
|
(Dollars in thousands)
|
2015
|
2014
|
2013
|
||||||
Gross gains realized
|
$
|
795
|
|
$
|
1,136
|
|
$
|
3,358
|
|
Gross losses realized
|
66
|
|
738
|
|
2,869
|
|
|||
Net gain realized
|
$
|
729
|
|
$
|
398
|
|
$
|
489
|
|
|
Less than 12 Months
|
|
12 Months or More
|
|
Total
|
|||||||||||||||||||
(Dollars in thousands)
|
Fair
Value
|
Unrealized Loss
|
No. of Securities
|
|
Fair
Value
|
Unrealized Loss
|
No. of Securities
|
|
Fair
Value
|
Unrealized Loss
|
||||||||||||||
2015
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Obligations of:
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
States and political subdivisions
|
$
|
7,662
|
|
$
|
38
|
|
8
|
|
|
$
|
213
|
|
$
|
6
|
|
1
|
|
|
$
|
7,875
|
|
$
|
44
|
|
Residential mortgage-backed securities
|
303,549
|
|
3,902
|
|
76
|
|
|
102,090
|
|
4,214
|
|
33
|
|
|
405,639
|
|
8,116
|
|
||||||
Commercial mortgage-backed securities
|
6,682
|
|
44
|
|
3
|
|
|
—
|
|
—
|
|
—
|
|
|
6,682
|
|
44
|
|
||||||
Bank-issued trust preferred securities
|
2,129
|
|
19
|
|
1
|
|
|
2,506
|
|
492
|
|
3
|
|
|
4,635
|
|
511
|
|
||||||
Equity securities
|
438
|
|
15
|
|
2
|
|
|
106
|
|
69
|
|
1
|
|
|
544
|
|
84
|
|
||||||
Total
|
$
|
320,460
|
|
$
|
4,018
|
|
90
|
|
|
$
|
104,915
|
|
$
|
4,781
|
|
38
|
|
|
$
|
425,375
|
|
$
|
8,799
|
|
2014
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Obligations of:
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
States and political subdivisions
|
$
|
2,602
|
|
$
|
12
|
|
4
|
|
|
$
|
5,788
|
|
$
|
47
|
|
8
|
|
|
$
|
8,390
|
|
$
|
59
|
|
Residential mortgage-backed securities
|
114,018
|
|
1,091
|
|
21
|
|
|
216,224
|
|
6,773
|
|
57
|
|
|
330,242
|
|
7,864
|
|
||||||
Commercial mortgage-backed securities
|
—
|
|
—
|
|
—
|
|
|
19,404
|
|
286
|
|
4
|
|
|
19,404
|
|
286
|
|
||||||
Bank-issued trust preferred securities
|
—
|
|
—
|
|
—
|
|
|
2,509
|
|
490
|
|
3
|
|
|
2,509
|
|
490
|
|
||||||
Equity securities
|
40
|
|
2
|
|
2
|
|
|
96
|
|
79
|
|
1
|
|
|
136
|
|
81
|
|
||||||
Total
|
$
|
116,660
|
|
$
|
1,105
|
|
27
|
|
|
$
|
244,021
|
|
$
|
7,675
|
|
73
|
|
|
$
|
360,681
|
|
$
|
8,780
|
|
(Dollars in thousands)
|
Within 1 Year
|
1 to 5 Years
|
5 to 10 Years
|
Over 10 Years
|
Total
|
||||||||||
Amortized cost
|
|
|
|
|
|
||||||||||
Obligations of:
|
|
|
|
|
|
||||||||||
U.S. government sponsored agencies
|
$
|
—
|
|
$
|
991
|
|
$
|
—
|
|
$
|
1,917
|
|
$
|
2,908
|
|
States and political subdivisions
|
240
|
|
10,649
|
|
32,475
|
|
67,919
|
|
111,283
|
|
|||||
Residential mortgage-backed securities
|
1
|
|
13,480
|
|
50,013
|
|
572,010
|
|
635,504
|
|
|||||
Commercial mortgage-backed securities
|
—
|
|
—
|
|
19,994
|
|
3,776
|
|
23,770
|
|
|||||
Bank-issued trust preferred securities
|
—
|
|
—
|
|
—
|
|
5,146
|
|
5,146
|
|
|||||
Equity securities
|
|
|
|
|
1,693
|
|
|||||||||
Total available-for-sale securities
|
$
|
241
|
|
$
|
25,120
|
|
$
|
102,482
|
|
$
|
650,768
|
|
$
|
780,304
|
|
Fair value
|
|
|
|
|
|
||||||||||
Obligations of:
|
|
|
|
|
|
||||||||||
U.S. government sponsored agencies
|
$
|
—
|
|
$
|
1,000
|
|
$
|
—
|
|
$
|
1,966
|
|
$
|
2,966
|
|
States and political subdivisions
|
247
|
|
10,972
|
|
33,438
|
|
70,069
|
|
114,726
|
|
|||||
Residential mortgage-backed securities
|
1
|
|
13,269
|
|
50,350
|
|
568,673
|
|
632,293
|
|
|||||
Commercial mortgage-backed securities
|
—
|
|
—
|
|
20,033
|
|
3,812
|
|
23,845
|
|
|||||
Bank-issued trust preferred securities
|
—
|
|
—
|
|
—
|
|
4,635
|
|
4,635
|
|
|||||
Equity securities
|
|
|
|
|
6,236
|
|
|||||||||
Total available-for-sale securities
|
$
|
248
|
|
$
|
25,241
|
|
$
|
103,821
|
|
$
|
649,155
|
|
$
|
784,701
|
|
Total weighted-average yield
|
5.35
|
%
|
2.97
|
%
|
2.98
|
%
|
2.61
|
%
|
2.68
|
%
|
(Dollars in thousands)
|
Amortized Cost
|
Gross Unrealized Gains
|
Gross Unrealized Losses
|
Fair Value
|
||||||||
2015
|
|
|
|
|
||||||||
Obligations of:
|
|
|
|
|
||||||||
States and political subdivisions
|
$
|
3,831
|
|
$
|
394
|
|
$
|
(4
|
)
|
$
|
4,221
|
|
Residential mortgage-backed securities
|
35,367
|
|
363
|
|
(534
|
)
|
35,196
|
|
||||
Commercial mortgage-backed securities
|
6,530
|
|
—
|
|
(94
|
)
|
6,436
|
|
||||
Total held-to-maturity securities
|
$
|
45,728
|
|
$
|
757
|
|
$
|
(632
|
)
|
$
|
45,853
|
|
2014
|
|
|
|
|
||||||||
Obligations of:
|
|
|
|
|
||||||||
States and political subdivisions
|
$
|
3,841
|
|
$
|
448
|
|
$
|
(7
|
)
|
$
|
4,282
|
|
Residential mortgage-backed securities
|
36,945
|
|
189
|
|
(394
|
)
|
36,740
|
|
||||
Commercial mortgage-backed securities
|
7,682
|
|
9
|
|
(271
|
)
|
7,420
|
|
||||
Total held-to-maturity securities
|
$
|
48,468
|
|
$
|
646
|
|
$
|
(672
|
)
|
$
|
48,442
|
|
|
Less than 12 Months
|
|
12 Months or More
|
|
Total
|
|||||||||||||||||||
(Dollars in thousands)
|
Fair
Value
|
Unrealized Loss
|
No. of Securities
|
|
Fair
Value
|
Unrealized Loss
|
No. of Securities
|
|
Fair
Value
|
Unrealized Loss
|
||||||||||||||
2015
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Obligations of:
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
States and political subdivisions
|
$
|
—
|
|
$
|
—
|
|
—
|
|
|
$
|
319
|
|
$
|
4
|
|
1
|
|
|
$
|
319
|
|
$
|
4
|
|
Residential mortgage-backed securities
|
3,706
|
|
89
|
|
2
|
|
|
10,040
|
|
445
|
|
2
|
|
|
13,746
|
|
534
|
|
||||||
Commercial mortgage-backed securities
|
540
|
|
4
|
|
1
|
|
|
5,895
|
|
90
|
|
1
|
|
|
6,435
|
|
94
|
|
||||||
Total
|
$
|
4,246
|
|
$
|
93
|
|
3
|
|
|
$
|
16,254
|
|
$
|
539
|
|
4
|
|
|
$
|
20,500
|
|
$
|
632
|
|
2014
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Obligations of:
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
States and political subdivisions
|
$
|
—
|
|
$
|
—
|
|
—
|
|
|
$
|
323
|
|
$
|
7
|
|
1
|
|
|
$
|
323
|
|
$
|
7
|
|
Residential mortgage-backed securities
|
—
|
|
—
|
|
—
|
|
|
18,242
|
|
394
|
|
5
|
|
|
18,242
|
|
394
|
|
||||||
Commercial mortgage-backed securities
|
—
|
|
—
|
|
—
|
|
|
6,356
|
|
271
|
|
1
|
|
|
6,356
|
|
271
|
|
||||||
Total
|
$
|
—
|
|
$
|
—
|
|
—
|
|
|
$
|
24,921
|
|
$
|
672
|
|
7
|
|
|
$
|
24,921
|
|
$
|
672
|
|
(Dollars in thousands)
|
Within 1 Year
|
1 to 5 Years
|
5 to 10 Years
|
Over 10 Years
|
Total
|
||||||||||
Amortized cost
|
|
|
|
|
|
||||||||||
Obligations of:
|
|
|
|
|
|
||||||||||
States and political subdivisions
|
$
|
—
|
|
$
|
324
|
|
$
|
976
|
|
$
|
2,531
|
|
$
|
3,831
|
|
Residential mortgage-backed securities
|
—
|
|
—
|
|
487
|
|
34,880
|
|
35,367
|
|
|||||
Commercial mortgage-backed securities
|
—
|
|
—
|
|
—
|
|
6,530
|
|
6,530
|
|
|||||
Total held-to-maturity securities
|
$
|
—
|
|
$
|
324
|
|
$
|
1,463
|
|
$
|
43,941
|
|
$
|
45,728
|
|
Fair value
|
|
|
|
|
|
||||||||||
Obligations of:
|
|
|
|
|
|
||||||||||
States and political subdivisions
|
$
|
—
|
|
$
|
319
|
|
$
|
1,109
|
|
$
|
2,793
|
|
$
|
4,221
|
|
Residential mortgage-backed securities
|
—
|
|
—
|
|
483
|
|
34,713
|
|
35,196
|
|
|||||
Commercial mortgage-backed securities
|
—
|
|
—
|
|
—
|
|
6,436
|
|
6,436
|
|
|||||
Total held-to-maturity securities
|
$
|
—
|
|
$
|
319
|
|
$
|
1,592
|
|
$
|
43,942
|
|
$
|
45,853
|
|
Total weighted-average yield
|
—
|
%
|
3.14
|
%
|
1.72
|
%
|
2.60
|
%
|
2.57
|
%
|
(Dollars in thousands)
|
2015
|
2014
|
||||
Originated loans:
|
|
|
||||
Commercial real estate, construction
|
$
|
63,785
|
|
$
|
37,901
|
|
Commercial real estate, other
|
471,184
|
|
434,660
|
|
||
Commercial real estate
|
534,969
|
|
472,561
|
|
||
Commercial and industrial
|
288,130
|
|
249,975
|
|
||
Residential real estate
|
288,783
|
|
254,169
|
|
||
Home equity lines of credit
|
74,176
|
|
62,463
|
|
||
Consumer
|
227,133
|
|
169,913
|
|
||
Deposit account overdrafts
|
1,448
|
|
2,933
|
|
||
Total originated loans
|
$
|
1,414,639
|
|
$
|
1,212,014
|
|
Acquired loans:
|
|
|
||||
Commercial real estate, construction
|
$
|
12,114
|
|
$
|
1,051
|
|
Commercial real estate, other
|
265,092
|
|
121,475
|
|
||
Commercial real estate
|
277,206
|
|
122,526
|
|
||
Commercial and industrial
|
63,589
|
|
30,056
|
|
||
Residential real estate
|
276,772
|
|
225,274
|
|
||
Home equity lines of credit
|
32,253
|
|
18,232
|
|
||
Consumer
|
7,981
|
|
12,796
|
|
||
Deposit account overdrafts
|
—
|
|
—
|
|
||
Total acquired loans
|
$
|
657,801
|
|
$
|
408,884
|
|
Total loans
|
$
|
2,072,440
|
|
$
|
1,620,898
|
|
(Dollars in thousands)
|
2015
|
2014
|
||||
Commercial real estate
|
$
|
16,893
|
|
$
|
7,762
|
|
Commercial and industrial
|
3,040
|
|
1,041
|
|
||
Residential real estate
|
27,155
|
|
15,183
|
|
||
Consumer
|
193
|
|
306
|
|
||
Total outstanding balance
|
$
|
47,281
|
|
$
|
24,292
|
|
Net carrying amount
|
$
|
35,064
|
|
$
|
19,067
|
|
(Dollars in thousands)
|
Accretable Yield
|
||
Balance, December 31, 2014
|
$
|
3,172
|
|
Additions:
|
|
||
Reclassification from nonaccretable to accretable
|
2,093
|
|
|
NB&T Financial Group, Inc.
|
3,611
|
|
|
Accretion
|
(1,834
|
)
|
|
Balance, December 31, 2015
|
$
|
7,042
|
|
|
|
|
|
Accruing Loans
90+ Days Past Due
|
|||||||||
|
Nonaccrual Loans
|
|
|||||||||||
(Dollars in thousands)
|
2015
|
2014
|
|
2015
|
2014
|
||||||||
Originated loans:
|
|
|
|
|
|
||||||||
Commercial real estate, construction
|
$
|
921
|
|
$
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
Commercial real estate, other
|
7,041
|
|
2,575
|
|
|
—
|
|
—
|
|
||||
Commercial real estate
|
7,962
|
|
2,575
|
|
|
—
|
|
—
|
|
||||
Commercial and industrial
|
480
|
|
1,286
|
|
|
680
|
|
—
|
|
||||
Residential real estate
|
3,057
|
|
3,049
|
|
|
169
|
|
818
|
|
||||
Home equity lines of credit
|
321
|
|
341
|
|
|
—
|
|
20
|
|
||||
Consumer
|
92
|
|
19
|
|
|
1
|
|
2
|
|
||||
Total originated loans
|
$
|
11,912
|
|
$
|
7,270
|
|
|
$
|
850
|
|
$
|
840
|
|
Acquired loans:
|
|
|
|
|
|
||||||||
Commercial real estate, construction
|
$
|
—
|
|
$
|
96
|
|
|
$
|
—
|
|
$
|
—
|
|
Commercial real estate, other
|
469
|
|
9
|
|
|
2,425
|
|
567
|
|
||||
Commercial real estate
|
469
|
|
105
|
|
|
2,425
|
|
567
|
|
||||
Commercial and industrial
|
247
|
|
708
|
|
|
1,306
|
|
301
|
|
||||
Residential real estate
|
798
|
|
304
|
|
|
1,353
|
|
1,083
|
|
||||
Home equity lines of credit
|
98
|
|
19
|
|
|
35
|
|
—
|
|
||||
Consumer
|
7
|
|
—
|
|
|
—
|
|
8
|
|
||||
Total acquired loans
|
$
|
1,619
|
|
$
|
1,136
|
|
|
$
|
5,119
|
|
$
|
1,959
|
|
Total loans
|
$
|
13,531
|
|
$
|
8,406
|
|
|
$
|
5,969
|
|
$
|
2,799
|
|
|
Loans Past Due
|
|
Current
Loans
|
Total
Loans
|
|||||||||||||||
(Dollars in thousands)
|
30 - 59 days
|
60 - 89 days
|
90 + Days
|
Total
|
|
||||||||||||||
2015
|
|
|
|
|
|
|
|
||||||||||||
Originated loans:
|
|
|
|
|
|
|
|
||||||||||||
Commercial real estate, construction
|
$
|
913
|
|
$
|
—
|
|
$
|
8
|
|
$
|
921
|
|
|
$
|
62,864
|
|
$
|
63,785
|
|
Commercial real estate, other
|
7,260
|
|
1,258
|
|
379
|
|
8,897
|
|
|
462,287
|
|
471,184
|
|
||||||
Commercial real estate
|
8,173
|
|
1,258
|
|
387
|
|
9,818
|
|
|
525,151
|
|
534,969
|
|
||||||
Commercial and industrial
|
1,437
|
|
215
|
|
767
|
|
2,419
|
|
|
285,711
|
|
288,130
|
|
||||||
Residential real estate
|
3,124
|
|
1,105
|
|
1,263
|
|
5,492
|
|
|
283,291
|
|
288,783
|
|
||||||
Home equity lines of credit
|
161
|
|
7
|
|
104
|
|
272
|
|
|
73,904
|
|
74,176
|
|
||||||
Consumer
|
1,387
|
|
250
|
|
32
|
|
1,669
|
|
|
225,464
|
|
227,133
|
|
||||||
Deposit account overdrafts
|
—
|
|
—
|
|
—
|
|
—
|
|
|
1,448
|
|
1,448
|
|
||||||
Total originated loans
|
$
|
14,282
|
|
$
|
2,835
|
|
$
|
2,553
|
|
$
|
19,670
|
|
|
$
|
1,394,969
|
|
$
|
1,414,639
|
|
Acquired loans:
|
|
|
|
|
|
|
|
||||||||||||
Commercial real estate, construction
|
$
|
—
|
|
$
|
—
|
|
$
|
40
|
|
$
|
40
|
|
|
$
|
12,074
|
|
$
|
12,114
|
|
Commercial real estate, other
|
1,592
|
|
352
|
|
2,730
|
|
4,674
|
|
|
260,418
|
|
265,092
|
|
||||||
Commercial real estate
|
1,592
|
|
352
|
|
2,770
|
|
4,714
|
|
|
272,492
|
|
277,206
|
|
||||||
Commercial and industrial
|
177
|
|
232
|
|
1,553
|
|
1,962
|
|
|
61,627
|
|
63,589
|
|
||||||
Residential real estate
|
4,910
|
|
2,480
|
|
1,745
|
|
9,135
|
|
|
267,637
|
|
276,772
|
|
||||||
Home equity lines of credit
|
318
|
|
20
|
|
95
|
|
433
|
|
|
31,820
|
|
32,253
|
|
||||||
Consumer
|
90
|
|
31
|
|
—
|
|
121
|
|
|
7,860
|
|
7,981
|
|
||||||
Deposit account overdrafts
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
||||||
Total acquired loans
|
$
|
7,087
|
|
$
|
3,115
|
|
$
|
6,163
|
|
$
|
16,365
|
|
|
$
|
641,436
|
|
$
|
657,801
|
|
Total loans
|
$
|
21,369
|
|
$
|
5,950
|
|
$
|
8,716
|
|
$
|
36,035
|
|
|
$
|
2,036,405
|
|
$
|
2,072,440
|
|
2014
|
|
|
|
|
|
|
|
||||||||||||
Originated loans:
|
|
|
|
|
|
|
|
||||||||||||
Commercial real estate, construction
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
37,901
|
|
$
|
37,901
|
|
Commercial real estate, other
|
565
|
|
285
|
|
1,220
|
|
2,070
|
|
|
432,590
|
|
434,660
|
|
||||||
Commercial real estate
|
565
|
|
285
|
|
1,220
|
|
2,070
|
|
|
470,491
|
|
472,561
|
|
||||||
Commercial and industrial
|
17
|
|
18
|
|
1,245
|
|
1,280
|
|
|
248,695
|
|
249,975
|
|
||||||
Residential real estate
|
4,502
|
|
1,062
|
|
1,902
|
|
7,466
|
|
|
246,703
|
|
254,169
|
|
||||||
Home equity lines of credit
|
344
|
|
425
|
|
129
|
|
898
|
|
|
61,565
|
|
62,463
|
|
||||||
Consumer
|
1,136
|
|
157
|
|
2
|
|
1,295
|
|
|
168,618
|
|
169,913
|
|
||||||
Deposit account overdrafts
|
65
|
|
—
|
|
—
|
|
65
|
|
|
2,868
|
|
2,933
|
|
||||||
Total originated loans
|
$
|
6,629
|
|
$
|
1,947
|
|
$
|
4,498
|
|
$
|
13,074
|
|
|
$
|
1,198,940
|
|
$
|
1,212,014
|
|
Acquired loans:
|
|
|
|
|
|
|
|
||||||||||||
Commercial real estate, construction
|
$
|
—
|
|
$
|
—
|
|
$
|
96
|
|
$
|
96
|
|
|
$
|
955
|
|
$
|
1,051
|
|
Commercial real estate, other
|
1,067
|
|
143
|
|
567
|
|
1,777
|
|
|
119,698
|
|
121,475
|
|
||||||
Commercial real estate
|
1,067
|
|
143
|
|
663
|
|
1,873
|
|
|
120,653
|
|
122,526
|
|
||||||
Commercial and industrial
|
46
|
|
6
|
|
815
|
|
867
|
|
|
29,189
|
|
30,056
|
|
||||||
Residential real estate
|
4,026
|
|
1,331
|
|
1,179
|
|
6,536
|
|
|
218,738
|
|
225,274
|
|
||||||
Home equity lines of credit
|
9
|
|
19
|
|
—
|
|
28
|
|
|
18,204
|
|
18,232
|
|
||||||
Consumer
|
245
|
|
27
|
|
8
|
|
280
|
|
|
12,516
|
|
12,796
|
|
||||||
Deposit account overdrafts
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
||||||
Total acquired loans
|
$
|
5,393
|
|
$
|
1,526
|
|
$
|
2,665
|
|
$
|
9,584
|
|
|
$
|
399,300
|
|
$
|
408,884
|
|
Total loans
|
$
|
12,022
|
|
$
|
3,473
|
|
$
|
7,163
|
|
$
|
22,658
|
|
|
$
|
1,598,240
|
|
$
|
1,620,898
|
|
|
Pass Rated
|
Watch
|
Substandard
|
Doubtful
|
Not
Rated
|
Total
Loans
|
||||||||||||
(Dollars in thousands)
|
(Grades 1 - 4)
|
(Grade 5)
|
(Grade 6)
|
(Grade 7)
|
||||||||||||||
2015
|
|
|
|
|
|
|
||||||||||||
Originated loans:
|
|
|
|
|
|
|
||||||||||||
Commercial real estate, construction
|
$
|
62,225
|
|
$
|
—
|
|
$
|
913
|
|
$
|
—
|
|
$
|
647
|
|
$
|
63,785
|
|
Commercial real estate, other
|
434,868
|
|
18,710
|
|
17,595
|
|
—
|
|
11
|
|
471,184
|
|
||||||
Commercial real estate
|
497,093
|
|
18,710
|
|
18,508
|
|
—
|
|
658
|
|
534,969
|
|
||||||
Commercial and industrial
|
259,183
|
|
23,601
|
|
5,344
|
|
—
|
|
2
|
|
288,130
|
|
||||||
Residential real estate
|
21,903
|
|
1,168
|
|
12,282
|
|
187
|
|
253,243
|
|
288,783
|
|
||||||
Home equity lines of credit
|
785
|
|
—
|
|
175
|
|
—
|
|
73,216
|
|
74,176
|
|
||||||
Consumer
|
208
|
|
—
|
|
3
|
|
—
|
|
226,922
|
|
227,133
|
|
||||||
Deposit account overdrafts
|
—
|
|
—
|
|
—
|
|
—
|
|
1,448
|
|
1,448
|
|
||||||
Total originated loans
|
$
|
779,172
|
|
$
|
43,479
|
|
$
|
36,312
|
|
$
|
187
|
|
$
|
555,489
|
|
$
|
1,414,639
|
|
Acquired loans:
|
|
|
|
|
|
|
||||||||||||
Commercial real estate, construction
|
$
|
12,114
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
12,114
|
|
Commercial real estate, other
|
233,630
|
|
13,866
|
|
17,521
|
|
75
|
|
—
|
|
265,092
|
|
||||||
Commercial real estate
|
245,744
|
|
13,866
|
|
17,521
|
|
75
|
|
—
|
|
277,206
|
|
||||||
Commercial and industrial
|
56,077
|
|
3,078
|
|
4,238
|
|
196
|
|
—
|
|
63,589
|
|
||||||
Residential real estate
|
18,027
|
|
1,409
|
|
1,786
|
|
—
|
|
255,550
|
|
276,772
|
|
||||||
Home equity lines of credit
|
316
|
|
—
|
|
—
|
|
—
|
|
31,937
|
|
32,253
|
|
||||||
Consumer
|
256
|
|
—
|
|
—
|
|
—
|
|
7,725
|
|
7,981
|
|
||||||
Deposit account overdrafts
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Total acquired loans
|
$
|
320,420
|
|
$
|
18,353
|
|
$
|
23,545
|
|
$
|
271
|
|
$
|
295,212
|
|
$
|
657,801
|
|
Total loans
|
$
|
1,099,592
|
|
$
|
61,832
|
|
$
|
59,857
|
|
$
|
458
|
|
$
|
850,701
|
|
$
|
2,072,440
|
|
2014
|
|
|
|
|
|
|
||||||||||||
Originated loans:
|
|
|
|
|
|
|
||||||||||||
Commercial real estate, construction
|
$
|
37,637
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
264
|
|
$
|
37,901
|
|
Commercial real estate, other
|
405,224
|
|
12,316
|
|
17,120
|
|
—
|
|
—
|
|
434,660
|
|
||||||
Commercial real estate
|
442,861
|
|
12,316
|
|
17,120
|
|
—
|
|
264
|
|
472,561
|
|
||||||
Commercial and industrial
|
239,168
|
|
8,122
|
|
2,684
|
|
1
|
|
—
|
|
249,975
|
|
||||||
Residential real estate
|
21,296
|
|
1,195
|
|
11,601
|
|
56
|
|
220,021
|
|
254,169
|
|
||||||
Home equity lines of credit
|
767
|
|
—
|
|
965
|
|
—
|
|
60,731
|
|
62,463
|
|
||||||
Consumer
|
60
|
|
1
|
|
8
|
|
—
|
|
169,844
|
|
169,913
|
|
||||||
Deposit account overdrafts
|
—
|
|
—
|
|
—
|
|
—
|
|
2,933
|
|
2,933
|
|
||||||
Total originated loans
|
$
|
704,152
|
|
$
|
21,634
|
|
$
|
32,378
|
|
$
|
57
|
|
$
|
453,793
|
|
$
|
1,212,014
|
|
Acquired loans:
|
|
|
|
|
|
|
||||||||||||
Commercial real estate, construction
|
$
|
955
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
96
|
|
$
|
1,051
|
|
Commercial real estate, other
|
106,115
|
|
7,100
|
|
8,260
|
|
—
|
|
—
|
|
121,475
|
|
||||||
Commercial real estate
|
107,070
|
|
7,100
|
|
8,260
|
|
—
|
|
96
|
|
122,526
|
|
||||||
Commercial and industrial
|
27,313
|
|
255
|
|
2,294
|
|
194
|
|
—
|
|
30,056
|
|
||||||
Residential real estate
|
13,458
|
|
833
|
|
1,540
|
|
—
|
|
209,443
|
|
225,274
|
|
||||||
Home equity lines of credit
|
98
|
|
—
|
|
—
|
|
—
|
|
18,134
|
|
18,232
|
|
||||||
Consumer
|
279
|
|
—
|
|
—
|
|
—
|
|
12,517
|
|
12,796
|
|
||||||
Deposit account overdrafts
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Total acquired loans
|
$
|
148,218
|
|
$
|
8,188
|
|
$
|
12,094
|
|
$
|
194
|
|
$
|
240,190
|
|
$
|
408,884
|
|
Total loans
|
$
|
852,370
|
|
$
|
29,822
|
|
$
|
44,472
|
|
$
|
251
|
|
$
|
693,983
|
|
$
|
1,620,898
|
|
|
Unpaid
Principal
Balance
|
Recorded Investment
|
Total
Recorded Investment
|
|
Average
Recorded
Investment
|
Interest
Income
Recognized
|
|||||||||||||||
|
With
|
Without
|
Related
Allowance
|
||||||||||||||||||
(Dollars in thousands)
|
Allowance
|
Allowance
|
|||||||||||||||||||
2015
|
|
|
|
|
|
|
|
||||||||||||||
Commercial real estate, construction
|
$
|
957
|
|
$
|
—
|
|
$
|
957
|
|
$
|
957
|
|
$
|
—
|
|
$
|
227
|
|
$
|
3
|
|
Commercial real estate, other
|
23,430
|
|
6,396
|
|
12,775
|
|
19,171
|
|
1,363
|
|
13,071
|
|
815
|
|
|||||||
Commercial real estate
|
$
|
24,387
|
|
$
|
6,396
|
|
$
|
13,732
|
|
$
|
20,128
|
|
$
|
1,363
|
|
$
|
13,298
|
|
$
|
818
|
|
Commercial and industrial
|
5,670
|
|
1,224
|
|
4,130
|
|
5,354
|
|
351
|
|
4,049
|
|
246
|
|
|||||||
Residential real estate
|
31,304
|
|
370
|
|
28,834
|
|
29,204
|
|
106
|
|
26,785
|
|
1,354
|
|
|||||||
Home equity lines of credit
|
425
|
|
—
|
|
419
|
|
419
|
|
—
|
|
325
|
|
18
|
|
|||||||
Consumer
|
383
|
|
—
|
|
298
|
|
298
|
|
—
|
|
295
|
|
28
|
|
|||||||
Total
|
$
|
62,169
|
|
$
|
7,990
|
|
$
|
47,413
|
|
$
|
55,403
|
|
$
|
1,820
|
|
$
|
44,752
|
|
$
|
2,464
|
|
2014
|
|
|
|
|
|
|
|
||||||||||||||
Commercial real estate, construction
|
$
|
9,914
|
|
$
|
—
|
|
$
|
9,909
|
|
9,909
|
|
$
|
—
|
|
$
|
4,378
|
|
$
|
540
|
|
|
Commercial real estate, other
|
8,668
|
|
653
|
|
7,742
|
|
8,395
|
|
189
|
|
4,056
|
|
248
|
|
|||||||
Commercial real estate
|
$
|
18,582
|
|
$
|
653
|
|
$
|
17,651
|
|
$
|
18,304
|
|
$
|
189
|
|
$
|
8,434
|
|
$
|
788
|
|
Commercial and industrial
|
3,747
|
|
1,945
|
|
1,767
|
|
3,712
|
|
816
|
|
1,414
|
|
73
|
|
|||||||
Residential real estate
|
6,889
|
|
53
|
|
6,372
|
|
6,425
|
|
9
|
|
3,582
|
|
272
|
|
|||||||
Home equity lines of credit
|
500
|
|
—
|
|
498
|
|
498
|
|
—
|
|
298
|
|
18
|
|
|||||||
Consumer
|
391
|
|
—
|
|
386
|
|
386
|
|
—
|
|
221
|
|
24
|
|
|||||||
Total
|
$
|
30,109
|
|
$
|
2,651
|
|
$
|
26,674
|
|
$
|
29,325
|
|
$
|
1,014
|
|
$
|
13,949
|
|
$
|
1,175
|
|
(Dollars in thousands)
|
Commercial Real Estate
|
Commercial and Industrial
|
Residential Real Estate
|
Home Equity Lines of Credit
|
Consumer
|
Deposit Account Overdrafts
|
Total
|
||||||||||||||
Balance, January 1, 2015
|
$
|
9,825
|
|
$
|
4,036
|
|
$
|
1,627
|
|
$
|
694
|
|
$
|
1,587
|
|
$
|
112
|
|
$
|
17,881
|
|
Charge-offs
|
(242
|
)
|
(13,576
|
)
|
(628
|
)
|
(125
|
)
|
(1,353
|
)
|
(774
|
)
|
(16,698
|
)
|
|||||||
Recoveries
|
104
|
|
98
|
|
315
|
|
119
|
|
755
|
|
171
|
|
1,562
|
|
|||||||
Net (charge-offs) recoveries
|
(138
|
)
|
(13,478
|
)
|
(313
|
)
|
(6
|
)
|
(598
|
)
|
(603
|
)
|
(15,136
|
)
|
|||||||
(Recovery of) provision for loan losses
|
(2,611
|
)
|
14,824
|
|
(57
|
)
|
44
|
|
982
|
|
612
|
|
13,794
|
|
|||||||
Balance, December 31, 2015
|
$
|
7,076
|
|
$
|
5,382
|
|
$
|
1,257
|
|
$
|
732
|
|
$
|
1,971
|
|
$
|
121
|
|
$
|
16,539
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Period-end amount allocated to:
|
|
|
|
|
|
|
|||||||||||||||
Loans individually evaluated for impairment
|
$
|
1,363
|
|
$
|
351
|
|
$
|
106
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
1,820
|
|
Loans collectively evaluated for impairment
|
5,713
|
|
5,031
|
|
1,151
|
|
732
|
|
1,971
|
|
121
|
|
14,719
|
|
|||||||
Balance, December 31, 2015
|
$
|
7,076
|
|
$
|
5,382
|
|
$
|
1,257
|
|
$
|
732
|
|
$
|
1,971
|
|
$
|
121
|
|
$
|
16,539
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance, January 1, 2014
|
$
|
13,215
|
|
$
|
2,174
|
|
$
|
881
|
|
$
|
343
|
|
$
|
316
|
|
$
|
136
|
|
$
|
17,065
|
|
Charge-offs
|
(203
|
)
|
(199
|
)
|
(478
|
)
|
(128
|
)
|
(1,191
|
)
|
(516
|
)
|
(2,715
|
)
|
|||||||
Recoveries
|
2,060
|
|
77
|
|
169
|
|
36
|
|
697
|
|
153
|
|
3,192
|
|
|||||||
Net recoveries (charge-offs)
|
1,857
|
|
(122
|
)
|
(309
|
)
|
(92
|
)
|
(494
|
)
|
(363
|
)
|
477
|
|
|||||||
(Recovery of) provision for loan losses
|
(5,247
|
)
|
1,984
|
|
1,055
|
|
443
|
|
1,765
|
|
339
|
|
339
|
|
|||||||
Balance, December 31, 2014
|
$
|
9,825
|
|
$
|
4,036
|
|
$
|
1,627
|
|
$
|
694
|
|
$
|
1,587
|
|
$
|
112
|
|
$
|
17,881
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Period-end amount allocated to:
|
|
|
|
|
|
|
|||||||||||||||
Loans individually evaluated for impairment
|
$
|
189
|
|
$
|
816
|
|
$
|
9
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
1,014
|
|
Loans collectively evaluated for impairment
|
9,636
|
|
3,220
|
|
1,618
|
|
694
|
|
1,587
|
|
112
|
|
16,867
|
|
|||||||
Balance, December 31, 2014
|
$
|
9,825
|
|
$
|
4,036
|
|
$
|
1,627
|
|
$
|
694
|
|
$
|
1,587
|
|
$
|
112
|
|
$
|
17,881
|
|
(Dollars in thousands)
|
2015
|
2014
|
2013
|
||||||
Purchased credit impaired loans:
|
|
|
|
||||||
Balance, January 1
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Charge-offs
|
(63
|
)
|
—
|
|
—
|
|
|||
Recoveries
|
—
|
|
—
|
|
—
|
|
|||
Net recoveries (charge-offs)
|
(63
|
)
|
—
|
|
—
|
|
|||
Provision for loan losses
|
303
|
|
—
|
|
—
|
|
|||
Balance, December 31
|
$
|
240
|
|
$
|
—
|
|
$
|
—
|
|
(Dollars in thousands)
|
|
2015
|
|
2014
|
||||
Land
|
|
$
|
11,976
|
|
|
$
|
7,612
|
|
Building and premises
|
|
58,607
|
|
|
48,402
|
|
||
Furniture, fixtures and equipment
|
|
25,487
|
|
|
22,323
|
|
||
Total bank premises and equipment
|
|
96,070
|
|
|
78,337
|
|
||
Accumulated depreciation
|
|
(42,583
|
)
|
|
(38,002
|
)
|
||
Net book value
|
|
$
|
53,487
|
|
|
$
|
40,335
|
|
(Dollars in thousands)
|
2015
|
2014
|
||||
Goodwill, beginning of year
|
$
|
98,562
|
|
$
|
70,520
|
|
Acquired goodwill
|
34,069
|
|
28,042
|
|
||
Goodwill, end of year
|
$
|
132,631
|
|
$
|
98,562
|
|
(Dollars in thousands)
|
Core Deposits
|
|
Customer Relationships
|
|
Total
|
||||||
2015
|
|
|
|
|
|
||||||
Gross intangibles
|
$
|
7,013
|
|
|
$
|
8,858
|
|
|
$
|
15,871
|
|
Acquired intangibles
|
8,623
|
|
|
1,695
|
|
|
10,318
|
|
|||
Accumulated amortization
|
(4,396
|
)
|
|
(7,194
|
)
|
|
(11,590
|
)
|
|||
Total acquired intangibles
|
$
|
11,240
|
|
|
$
|
3,359
|
|
|
$
|
14,599
|
|
Servicing rights
|
|
|
|
|
2,387
|
|
|||||
Total other intangibles
|
|
|
|
|
|
|
$
|
16,986
|
|
||
2014
|
|
|
|
|
|
||||||
Gross intangibles
|
$
|
2,226
|
|
|
$
|
8,646
|
|
|
$
|
10,872
|
|
Acquired intangibles
|
4,787
|
|
|
212
|
|
|
4,999
|
|
|||
Accumulated amortization
|
(1,156
|
)
|
|
(6,357
|
)
|
|
(7,513
|
)
|
|||
Total acquired intangibles
|
$
|
5,857
|
|
|
$
|
2,501
|
|
|
$
|
8,358
|
|
Servicing rights
|
|
|
|
|
2,238
|
|
|||||
Total other intangibles
|
|
|
|
|
|
|
$
|
10,596
|
|
(Dollars in thousands)
|
|
Core Deposits
|
|
Customer Relationships
|
|
Total
|
||||||
2016
|
|
$
|
3,114
|
|
|
$
|
833
|
|
|
$
|
3,947
|
|
2017
|
|
2,608
|
|
|
722
|
|
|
3,330
|
|
|||
2018
|
|
2,098
|
|
|
606
|
|
|
2,704
|
|
|||
2019
|
|
1,586
|
|
|
482
|
|
|
2,068
|
|
|||
2020
|
|
1,071
|
|
|
352
|
|
|
1,423
|
|
|||
Thereafter
|
|
763
|
|
|
364
|
|
|
1,127
|
|
|||
Total
|
|
$
|
11,240
|
|
|
$
|
3,359
|
|
|
$
|
14,599
|
|
(Dollars in thousands)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Balance, beginning of year
|
|
$
|
2,238
|
|
|
$
|
2,295
|
|
|
$
|
2,073
|
|
Amortization
|
|
(662
|
)
|
|
(597
|
)
|
|
(652
|
)
|
|||
Servicing rights originated
|
|
566
|
|
|
497
|
|
|
675
|
|
|||
Servicing rights acquired
|
|
245
|
|
|
43
|
|
|
199
|
|
|||
Balance, end of year
|
|
$
|
2,387
|
|
|
$
|
2,238
|
|
|
$
|
2,295
|
|
(Dollars in thousands)
|
2015
|
2014
|
||||
Retail certificates of deposit:
|
|
|
||||
$250,000 or more
|
$
|
62,541
|
|
$
|
59,031
|
|
Less than $250,000
|
386,451
|
|
373,532
|
|
||
Retail certificates of deposit
|
448,992
|
|
432,563
|
|
||
Savings accounts
|
414,375
|
|
295,307
|
|
||
Money market deposit accounts
|
394,119
|
|
337,387
|
|
||
Governmental deposit accounts
|
276,639
|
|
161,305
|
|
||
Interest-bearing transaction accounts
|
250,023
|
|
173,659
|
|
||
Brokered certificates of deposits
|
33,857
|
|
39,691
|
|
||
Total interest-bearing deposits
|
1,818,005
|
|
1,439,912
|
|
||
Non-interest-bearing deposits
|
717,939
|
|
493,162
|
|
||
Total deposits
|
$
|
2,535,944
|
|
$
|
1,933,074
|
|
(Dollars in thousands)
|
Retail
|
Brokered
|
Total
|
||||||
2016
|
$
|
261,907
|
|
$
|
18,187
|
|
$
|
280,094
|
|
2017
|
84,230
|
|
—
|
|
84,230
|
|
|||
2018
|
46,106
|
|
1,147
|
|
47,253
|
|
|||
2019
|
28,614
|
|
14,523
|
|
43,137
|
|
|||
2020
|
26,773
|
|
—
|
|
26,773
|
|
|||
Thereafter
|
1,362
|
|
—
|
|
1,362
|
|
|||
Total deposits
|
$
|
448,992
|
|
$
|
33,857
|
|
$
|
482,849
|
|
(Dollars in thousands)
|
Retail Repurchase Agreements
|
FHLB
Advances
|
Other Short-Term Borrowings
|
||||||
2015
|
|
|
|
|
|
|
|||
Ending balance
|
$
|
84,386
|
|
$
|
76,000
|
|
$
|
—
|
|
Average balance
|
83,574
|
|
16,863
|
|
—
|
|
|||
Highest month-end balance
|
92,711
|
|
76,000
|
|
—
|
|
|||
Interest expense
|
140
|
|
42
|
|
—
|
|
|||
Weighted-average interest rate:
|
|
|
|
|
|
|
|||
End of year
|
0.17
|
%
|
0.35
|
%
|
—
|
%
|
|||
During the year
|
0.17
|
%
|
0.25
|
%
|
—
|
%
|
|||
|
|
|
|
||||||
2014
|
|
|
|
|
|
|
|||
Ending balance
|
$
|
73,277
|
|
$
|
15,000
|
|
$
|
—
|
|
Average balance
|
59,324
|
|
36,678
|
|
38
|
|
|||
Highest month-end balance
|
76,459
|
|
108,000
|
|
—
|
|
|||
Interest expense
|
99
|
|
47
|
|
—
|
|
|||
Weighted-average interest rate:
|
|
|
|
|
|
|
|||
End of year
|
0.17
|
%
|
0.14
|
%
|
—
|
%
|
|||
During the year
|
0.17
|
%
|
0.13
|
%
|
0.75
|
%
|
|||
|
|
|
|
||||||
2013
|
|
|
|
|
|
|
|||
Ending balance
|
$
|
42,590
|
|
$
|
71,000
|
|
$
|
—
|
|
Average balance
|
37,077
|
|
44,127
|
|
90
|
|
|||
Highest month-end balance
|
46,850
|
|
92,500
|
|
—
|
|
|||
Interest expense
|
58
|
|
55
|
|
1
|
|
|||
Weighted-average interest rate:
|
|
|
|
|
|
|
|||
End of year
|
0.16
|
%
|
0.14
|
%
|
—
|
%
|
|||
During the year
|
0.16
|
%
|
0.12
|
%
|
0.74
|
%
|
|
2015
|
|
2014
|
||||||||
(Dollars in thousands)
|
Balance
|
Weighted-
Average
Rate
|
|
Balance
|
Weighted-
Average
Rate
|
||||||
FHLB putable non-amortizing, fixed-rate advances
|
$
|
50,000
|
|
3.32
|
%
|
|
$
|
83,995
|
|
3.30
|
%
|
FHLB amortizing, fixed-rate advances
|
16,934
|
|
2.69
|
%
|
|
40,719
|
|
2.13
|
%
|
||
Callable national market repurchase agreements
|
40,000
|
|
3.63
|
%
|
|
40,000
|
|
3.63
|
%
|
||
Junior subordinated debt securities
|
6,736
|
|
1.83
|
%
|
|
—
|
|
—
|
%
|
||
Term note payable (parent company)
|
—
|
|
—
|
%
|
|
14,369
|
|
3.50
|
%
|
||
Long-term borrowings
|
$
|
113,670
|
|
3.25
|
%
|
|
$
|
179,083
|
|
3.12
|
%
|
•
|
Peoples and Peoples Bank must maintain, as of the last day of each fiscal quarter, sufficient capital to qualify as "well capitalized" under applicable regulatory guidance;
|
•
|
Peoples Bank must maintain a "Total Risk-Based Capital Ratio" (as defined in the Loan Agreement) equal to or in excess of
12.50%
, measured as of the last day of each fiscal quarter;
|
•
|
Peoples Bank must maintain a ratio of "Nonperforming Assets" to the sum of "Tangible Capital" plus the "Allowance for Loan Losses" (as each term is defined in the Loan Agreement) of not more than
20%
, measured as of the last day of each fiscal quarter;
|
•
|
Peoples must maintain a "Fixed Charge Coverage Ratio" (as defined in the Amended Loan Agreement) that equals or exceeds
1.25
to 1.00, commencing with the quarter ended December 31, 2012 and for each quarter thereafter, with the items used in the ratio determined on a trailing 12-month basis;
|
•
|
issuance of dividends from Peoples Bank may not exceed the amount permitted by law without requiring regulatory approval;
|
•
|
Peoples Bank must maintain a ratio of "Allowance for Loan Losses" to "Nonperforming Loans" (as each term is defined in the Amended Loan Agreement) of not less than
70%
measured as of the last day of each fiscal quarter.
|
(Dollars in thousands)
|
Balance
|
Weighted-Average Rate
|
|||
2016
|
$
|
2,945
|
|
2.38
|
%
|
2017
|
2,330
|
|
2.45
|
%
|
|
2018
|
82,390
|
|
3.47
|
%
|
|
2019
|
1,426
|
|
2.60
|
%
|
|
2020
|
3,901
|
|
3.36
|
%
|
|
Thereafter
|
20,678
|
|
2.59
|
%
|
|
Long-term borrowings
|
$
|
113,670
|
|
3.25
|
%
|
|
Common Stock
|
Treasury
Stock
|
||
Shares at December 31, 2012
|
11,252,244
|
|
607,688
|
|
Changes related to stock-based compensation awards:
|
|
|
||
Grant of restricted common shares
|
83,206
|
|
—
|
|
Release of restricted common shares
|
—
|
|
6,862
|
|
Cancellation of restricted common shares
|
(3,096
|
)
|
—
|
|
Changes related to deferred compensation plan for Board of Directors:
|
|
|
||
Purchase of treasury stock
|
—
|
|
3,652
|
|
Reissuance of treasury stock
|
—
|
|
(9,147
|
)
|
Common shares issued under dividend reinvestment plan
|
19,682
|
|
—
|
|
Common shares issued under compensation plan for Board of Directors
|
—
|
|
(8,261
|
)
|
Shares at December 31, 2013
|
11,352,036
|
|
600,794
|
|
Changes related to stock-based compensation awards:
|
|
|
||
Grant of restricted common shares
|
101,926
|
|
—
|
|
Release of restricted common shares
|
—
|
|
18,031
|
|
Cancellation of restricted common shares
|
(6,062
|
)
|
—
|
|
Exercise of stock options for common shares
|
—
|
|
(2,792
|
)
|
Reissuance of treasury stock for common stock awards
|
—
|
|
(12,030
|
)
|
Grant of common shares
|
100
|
|
—
|
|
Changes related to deferred compensation plan for Board of Directors:
|
|
|
||
Purchase of treasury stock
|
—
|
|
4,236
|
|
Reissuance of treasury stock
|
—
|
|
(9,390
|
)
|
Common shares issued under dividend reinvestment plan
|
17,230
|
|
—
|
|
Common shares issued under compensation plan for Board of Directors
|
—
|
|
(8,603
|
)
|
Issuance of common shares related to acquisitions:
|
|
|
||
Midwest Bancshares, Inc.
|
256,282
|
|
—
|
|
Ohio Heritage Bancorp, Inc.
|
1,364,735
|
|
—
|
|
North Akron Savings Bank
|
665,570
|
|
—
|
|
Common shares issued to institutional investors in private placement
|
1,847,826
|
|
—
|
|
Shares at December 31, 2014
|
15,599,643
|
|
590,246
|
|
Changes related to stock-based compensation awards:
|
|
|
||
Grant of restricted common shares
|
131,011
|
|
—
|
|
Release of restricted common shares
|
—
|
|
25,205
|
|
Cancellation of restricted common shares
|
(28,219
|
)
|
—
|
|
Grant of common shares
|
2,810
|
|
(100
|
)
|
Changes related to deferred compensation plan for Board of Directors:
|
|
|
||
Purchase of treasury stock
|
—
|
|
7,654
|
|
Reissuance of treasury stock
|
—
|
|
(9,642
|
)
|
Common shares issued under dividend reinvestment plan
|
18,257
|
|
—
|
|
Common shares issued under compensation plan for Board of Directors
|
—
|
|
(10,231
|
)
|
Common shares issued under employee stock purchase plan
|
—
|
|
(16,446
|
)
|
Issuance of common shares related to acquisition of NB&T Financial Group, Inc.
|
3,207,698
|
|
—
|
|
Shares at December 31, 2015
|
18,931,200
|
|
586,686
|
|
(Dollars in thousands)
|
Unrealized Gain (Loss) on Securities
|
Unrecognized Net Pension and Postretirement Costs
|
Accumulated Other Comprehensive Income (Loss)
|
||||||
Balance, December 31, 2012
|
$
|
6,892
|
|
$
|
(6,238
|
)
|
$
|
654
|
|
Reclassification adjustments to net income:
|
|
|
|
||||||
Realized gain on sale of securities, net of tax
|
(318
|
)
|
—
|
|
(318
|
)
|
|||
Realized loss due to settlement and curtailment, net of tax
|
—
|
|
175
|
|
175
|
|
|||
Other comprehensive (loss), income net of reclassifications and tax
|
(16,335
|
)
|
2,580
|
|
(13,755
|
)
|
|||
Balance, December 31, 2013
|
$
|
(9,761
|
)
|
$
|
(3,483
|
)
|
$
|
(13,244
|
)
|
Reclassification adjustments to net income:
|
|
|
|
||||||
Realized gain on sale of securities, net of tax
|
(259
|
)
|
—
|
|
(259
|
)
|
|||
Realized loss due to settlement and curtailment, net of tax
|
—
|
|
910
|
|
910
|
|
|||
Other comprehensive income (loss), net of reclassifications and tax
|
12,562
|
|
(1,270
|
)
|
11,292
|
|
|||
Balance, December 31, 2014
|
$
|
2,542
|
|
$
|
(3,843
|
)
|
$
|
(1,301
|
)
|
Reclassification adjustments to net income:
|
|
|
|
||||||
Realized gain on sale of securities, net of tax
|
(474
|
)
|
—
|
|
(474
|
)
|
|||
Realized loss due to settlement and curtailment, net of tax
|
—
|
|
298
|
|
298
|
|
|||
Other comprehensive income, net of reclassifications and tax
|
801
|
|
317
|
|
1,118
|
|
|||
Balance, December 31, 2015
|
$
|
2,869
|
|
$
|
(3,228
|
)
|
$
|
(359
|
)
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||
(Dollars in thousands)
|
2015
|
2014
|
|
2015
|
2014
|
||||||||
Change in benefit obligation:
|
|
|
|
|
|
||||||||
Obligation at January 1
|
$
|
13,695
|
|
$
|
14,723
|
|
|
$
|
152
|
|
$
|
143
|
|
Interest cost
|
447
|
|
509
|
|
|
4
|
|
6
|
|
||||
Plan participants’ contributions
|
—
|
|
—
|
|
|
65
|
|
46
|
|
||||
Actuarial (gain) loss
|
(948
|
)
|
2,060
|
|
|
(10
|
)
|
26
|
|
||||
Benefit payments
|
(148
|
)
|
(163
|
)
|
|
(85
|
)
|
(69
|
)
|
||||
Settlements
|
(1,081
|
)
|
(3,434
|
)
|
|
—
|
|
—
|
|
||||
Obligation at December 31
|
$
|
11,965
|
|
$
|
13,695
|
|
|
$
|
126
|
|
$
|
152
|
|
Accumulated benefit obligation at December 31
|
$
|
11,965
|
|
$
|
13,695
|
|
|
$
|
—
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||||
Change in plan assets:
|
|
|
|
|
|
||||||||
Fair value of plan assets at January 1
|
$
|
8,259
|
|
$
|
11,287
|
|
|
$
|
—
|
|
$
|
—
|
|
Actual return on plan assets
|
(91
|
)
|
569
|
|
|
—
|
|
—
|
|
||||
Employer contributions
|
185
|
|
—
|
|
|
20
|
|
23
|
|
||||
Plan participants’ contributions
|
—
|
|
—
|
|
|
65
|
|
46
|
|
||||
Benefit payments
|
(148
|
)
|
(163
|
)
|
|
(85
|
)
|
(69
|
)
|
||||
Settlements
|
(1,081
|
)
|
(3,434
|
)
|
|
—
|
|
—
|
|
||||
Fair value of plan assets at December 31
|
$
|
7,124
|
|
$
|
8,259
|
|
|
$
|
—
|
|
$
|
—
|
|
Funded status at December 31
|
$
|
(4,841
|
)
|
$
|
(5,436
|
)
|
|
$
|
(126
|
)
|
$
|
(152
|
)
|
Amounts recognized in Consolidated Balance Sheets:
|
|
|
|
|
|
||||||||
Accrued benefit liability
|
(4,841
|
)
|
(5,436
|
)
|
|
(126
|
)
|
(152
|
)
|
||||
Net amount recognized
|
$
|
(4,841
|
)
|
$
|
(5,436
|
)
|
|
$
|
(126
|
)
|
$
|
(152
|
)
|
Amounts recognized in Accumulated Other Comprehensive Loss:
|
|
|
|
|
|||||||||
Unrecognized prior service cost
|
$
|
—
|
|
$
|
—
|
|
|
$
|
(2
|
)
|
$
|
(2
|
)
|
Unrecognized net loss
|
3,275
|
|
3,886
|
|
|
(47
|
)
|
(43
|
)
|
||||
Total
|
$
|
3,275
|
|
$
|
3,886
|
|
|
$
|
(49
|
)
|
$
|
(45
|
)
|
Weighted-average assumptions at year-end:
|
|
|
|
|
|
||||||||
Discount rate
|
3.90
|
%
|
3.50
|
%
|
|
3.90
|
%
|
3.50
|
%
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||||||||
(Dollars in thousands)
|
2015
|
2014
|
2013
|
|
2015
|
2014
|
2013
|
||||||||||||
Interest cost
|
$
|
447
|
|
$
|
509
|
|
$
|
543
|
|
|
$
|
4
|
|
$
|
6
|
|
$
|
5
|
|
Expected return on plan assets
|
(493
|
)
|
(589
|
)
|
(659
|
)
|
|
—
|
|
—
|
|
—
|
|
||||||
Amortization of net loss (gain)
|
117
|
|
137
|
|
189
|
|
|
(5
|
)
|
(8
|
)
|
(7
|
)
|
||||||
Settlement of benefit obligation
|
459
|
|
1,400
|
|
270
|
|
|
—
|
|
—
|
|
—
|
|
||||||
Net periodic benefit cost
|
$
|
530
|
|
$
|
1,457
|
|
$
|
343
|
|
|
$
|
(1
|
)
|
$
|
(2
|
)
|
$
|
(2
|
)
|
|
|
|
|
|
|
|
|
||||||||||||
Weighted-average assumptions:
|
|
|
|
|
|
|
|
||||||||||||
Discount rate
|
3.80
|
%
|
3.70
|
%
|
3.75
|
%
|
|
3.50
|
%
|
4.30
|
%
|
3.30
|
%
|
||||||
Expected return on plan assets
|
7.50
|
%
|
7.50
|
%
|
7.50
|
%
|
|
n/a
|
|
n/a
|
|
n/a
|
|
||||||
Rate of compensation increase
|
n/a
|
|
n/a
|
|
n/a
|
|
|
n/a
|
|
n/a
|
|
n/a
|
|
(Dollars in thousands)
|
Fair Value
|
|
Quoted Prices in Active Markets for Identical Assets
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
||||||
2015
|
|
|
|
|
|
||||||
Equity securities:
|
|
|
|
|
|
||||||
Mutual funds - equity
|
$
|
4,908
|
|
|
$
|
4,908
|
|
|
$
|
—
|
|
Debt securities:
|
|
|
|
|
|
||||||
Mutual funds - taxable income
|
1,863
|
|
|
1,863
|
|
|
—
|
|
|||
Total fair value of pension assets
|
$
|
6,771
|
|
|
$
|
6,771
|
|
|
$
|
—
|
|
2014
|
|
|
|
|
|
||||||
Equity securities:
|
|
|
|
|
|
||||||
Mutual funds - equity
|
$
|
5,756
|
|
|
$
|
5,756
|
|
|
$
|
—
|
|
Debt securities:
|
|
|
|
|
|
||||||
Mutual funds - taxable income
|
2,128
|
|
|
2,128
|
|
|
—
|
|
|||
Total fair value of pension assets
|
$
|
7,884
|
|
|
$
|
7,884
|
|
|
$
|
—
|
|
(Dollars in thousands)
|
Pension Benefits
|
|
Postretirement Benefits
|
||||
2016
|
$
|
1,090
|
|
|
$
|
21
|
|
2017
|
801
|
|
|
13
|
|
||
2018
|
853
|
|
|
12
|
|
||
2019
|
842
|
|
|
12
|
|
||
2020
|
959
|
|
|
12
|
|
||
2021 to 2025
|
3,720
|
|
|
48
|
|
||
Total
|
$
|
8,265
|
|
|
$
|
118
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||
(Dollars in thousands)
|
|
Amount
|
Rate
|
|
Amount
|
Rate
|
|
Amount
|
Rate
|
|||||||||
Income tax computed at statutory federal tax rate
|
|
$
|
5,051
|
|
34.1
|
%
|
|
$
|
8,462
|
|
35.0
|
%
|
|
$
|
10,179
|
|
35.0
|
%
|
Differences in rate resulting from:
|
|
|
|
|
|
|
|
|
|
|||||||||
Tax-exempt interest income
|
|
(1,109
|
)
|
(7.5
|
)%
|
|
(726
|
)
|
(3.0
|
)%
|
|
(645
|
)
|
(2.2
|
)%
|
|||
Investments in tax credit funds
|
|
(123
|
)
|
(0.8
|
)%
|
|
(481
|
)
|
(2.0
|
)%
|
|
(314
|
)
|
(1.1
|
)%
|
|||
Bank owned life insurance
|
|
(204
|
)
|
(1.4
|
)%
|
|
(37
|
)
|
—
|
%
|
|
2,183
|
|
7.5
|
%
|
|||
Other, net
|
|
260
|
|
1.8
|
%
|
|
276
|
|
1.0
|
%
|
|
107
|
|
0.4
|
%
|
|||
Income tax expense
|
|
$
|
3,875
|
|
26.2
|
%
|
|
$
|
7,494
|
|
31.0
|
%
|
|
$
|
11,510
|
|
39.6
|
%
|
(Dollars in thousands)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Current income tax expense
|
|
$
|
5,457
|
|
|
$
|
3,659
|
|
|
$
|
6,883
|
|
Deferred income tax (benefit) expense
|
|
(1,582
|
)
|
|
3,835
|
|
|
4,627
|
|
|||
Income tax expense
|
|
$
|
3,875
|
|
|
$
|
7,494
|
|
|
$
|
11,510
|
|
(Dollars in thousands)
|
|
2015
|
|
2014
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Allowance for loan losses
|
|
$
|
12,144
|
|
|
$
|
10,493
|
|
Bank premises and equipment
|
|
1,060
|
|
|
—
|
|
||
Available-for-sale securities
|
|
—
|
|
|
—
|
|
||
Investments
|
|
1,842
|
|
|
1,956
|
|
||
Accrued employee benefits
|
|
2,748
|
|
|
2,662
|
|
||
Other
|
|
3,803
|
|
|
1,146
|
|
||
Gross deferred tax assets
|
|
$
|
21,597
|
|
|
$
|
16,257
|
|
Valuation allowance
|
|
605
|
|
|
—
|
|
||
Total deferred tax assets
|
|
$
|
20,992
|
|
|
$
|
16,257
|
|
Deferred tax liabilities:
|
|
|
|
|
||||
Purchase accounting adjustments
|
|
11,342
|
|
|
6,316
|
|
||
Available-for-sale securities
|
|
1,544
|
|
|
1,368
|
|
||
Bank premises and equipment
|
|
—
|
|
|
2,470
|
|
||
Deferred loan income
|
|
2,260
|
|
|
1,924
|
|
||
Other
|
|
664
|
|
|
684
|
|
||
Total deferred tax liabilities
|
|
$
|
15,810
|
|
|
$
|
12,762
|
|
Net deferred tax asset
|
|
$
|
5,182
|
|
|
$
|
3,495
|
|
(Dollars in thousands)
|
|
2015
|
2014
|
||||
Uncertain tax positions, beginning of year
|
|
$
|
240
|
|
$
|
30
|
|
Gross increase based on tax positions related to current year
|
|
182
|
|
178
|
|
||
Gross increase for tax position taken during prior years
|
|
—
|
|
33
|
|
||
Gross decrease for tax positions taken during prior years
|
|
(2
|
)
|
—
|
|
||
Gross decrease due to the statute of limitations
|
|
(3
|
)
|
(1
|
)
|
||
Uncertain tax positions, end of year
|
|
$
|
417
|
|
$
|
240
|
|
(Dollars in thousands, except per common share data)
|
2015
|
2014
|
2013
|
||||||
Distributed earnings allocated to common shareholders
|
$
|
10,426
|
|
$
|
7,095
|
|
$
|
5,749
|
|
Undistributed earnings allocated to common shareholders
|
404
|
|
9,472
|
|
11,685
|
|
|||
Net earnings allocated to common shareholders
|
$
|
10,830
|
|
$
|
16,567
|
|
$
|
17,434
|
|
|
|
|
|
||||||
Weighted-average common shares outstanding
|
17,555,140
|
|
12,183,352
|
|
10,581,222
|
|
|||
Effect of potentially dilutive common shares
|
132,655
|
|
122,872
|
|
98,195
|
|
|||
Total weighted-average diluted common shares outstanding
|
17,687,795
|
|
12,306,224
|
|
10,679,417
|
|
|||
|
|
|
|
||||||
Earnings per common share:
|
|
|
|
||||||
Basic
|
$
|
0.62
|
|
$
|
1.36
|
|
$
|
1.65
|
|
Diluted
|
$
|
0.61
|
|
$
|
1.35
|
|
$
|
1.63
|
|
|
|
|
|
||||||
Anti-dilutive common shares excluded from calculation:
|
|
|
|
||||||
Stock options and stock appreciation rights
|
46,109
|
|
55,184
|
|
91,902
|
|
(Dollars in thousands)
|
2015
|
2014
|
||||
Home equity lines of credit
|
$
|
84,148
|
|
$
|
62,704
|
|
Unadvanced construction loans
|
77,479
|
|
46,781
|
|
||
Other loan commitments
|
233,689
|
|
173,746
|
|
||
Loan commitments
|
395,316
|
|
283,231
|
|
||
Standby letters of credit
|
$
|
22,970
|
|
$
|
30,837
|
|
|
|
Number of Common Shares Subject to Options
|
|
Weighted-Average Exercise Price
|
|
Weighted-Average Remaining Contractual Life
|
|
Aggregate Intrinsic Value
|
|||||
Outstanding at January 1
|
|
38,577
|
|
|
$
|
28.09
|
|
|
|
|
|
||
Expired
|
|
18,267
|
|
|
27.27
|
|
|
|
|
|
|||
Outstanding at December 31
|
|
20,310
|
|
|
$
|
28.83
|
|
|
0.3 years
|
|
$
|
—
|
|
Exercisable at December 31
|
|
20,310
|
|
|
$
|
28.83
|
|
|
0.3 years
|
|
$
|
—
|
|
|
Options Outstanding & Exercisable
|
|||||||
Range of Exercise Prices
|
Common Shares Subject to Options Outstanding
|
Weighted-Average Remaining Contractual Life
|
Weighted-Average
Exercise Price
|
|||||
$28.25
|
10,310
|
|
0.1 years
|
28.25
|
|
|||
$28.57
|
to
|
$30.00
|
10,000
|
|
0.4 years
|
29.43
|
|
|
Total
|
20,310
|
|
0.3 years
|
$
|
28.83
|
|
|
|
Number of Common Shares Subject to SARs
|
|
Weighted-
Average
Exercise
Price
|
|
Weighted-
Average
Remaining Contractual
Life
|
|
Aggregate Intrinsic
Value
|
|||||
Outstanding at January 1
|
|
21,292
|
|
|
$
|
25.96
|
|
|
|
|
|
||
Forfeited
|
|
3,544
|
|
|
26.47
|
|
|
|
|
|
|||
Outstanding at December 31
|
|
17,748
|
|
|
$
|
25.86
|
|
|
1.5 years
|
|
$
|
—
|
|
Exercisable at December 31
|
|
17,748
|
|
|
$
|
25.86
|
|
|
1.5 years
|
|
$
|
—
|
|
Exercise Price
|
Number of Common Shares Subject to SARs Outstanding & Exercisable
|
Weighted-
Average Remaining Contractual
Life
|
|
$23.26
|
2,000
|
|
1.6 years
|
$23.77
|
8,782
|
|
1.9 years
|
$29.25
|
6,966
|
|
1.0 year
|
Total
|
17,748
|
|
1.5 years
|
|
Time Vesting
|
|
Performance Vesting
|
||||||||
|
Number of Common Shares
|
Weighted-Average Grant Date Fair Value
|
|
Number of Common Shares
|
Weighted-Average Grant Date Fair Value
|
||||||
Outstanding at January 1
|
47,591
|
|
$
|
19.48
|
|
|
125,079
|
|
$
|
21.73
|
|
Awarded
|
22,600
|
|
21.13
|
|
|
108,411
|
|
23.62
|
|
||
Released
|
36,907
|
|
18.21
|
|
|
49,058
|
|
21.74
|
|
||
Forfeited
|
2,550
|
|
24.94
|
|
|
25,669
|
|
22.70
|
|
||
Outstanding at December 31
|
30,734
|
|
$
|
21.76
|
|
|
158,763
|
|
$
|
22.86
|
|
(Dollars in thousands)
|
2015
|
2014
|
2013
|
||||||
Total stock-based compensation
|
$
|
1,843
|
|
$
|
2,111
|
|
$
|
1,362
|
|
Recognized tax benefit
|
(645
|
)
|
(739
|
)
|
(477
|
)
|
|||
Net expense recognized
|
$
|
1,198
|
|
$
|
1,372
|
|
$
|
885
|
|
(Dollars in thousands, except per share data)
|
NB&T
|
||
Purchase Price
|
|
||
Common shares outstanding at merger announcement
|
3,442,329
|
|
|
Cash purchase price per share
|
$
|
7.75
|
|
Cash consideration
|
26,678
|
|
|
Number of common shares of Peoples issued for each common share of acquired company
|
0.93
|
|
|
Price per Peoples common share, based on closing date
|
$
|
23.70
|
|
Common share consideration
|
76,027
|
|
|
Cash in lieu of fractional common shares of Peoples
|
4
|
|
|
Total purchase price
|
$
|
102,709
|
|
|
|
||
Net Assets at Fair Value
|
|
||
Assets
|
|
||
Cash and cash equivalents
|
$
|
124,825
|
|
Investment securities
|
156,392
|
|
|
Loans, including loans held for sale, net of deferred fees and costs
|
384,588
|
|
|
Bank premises and equipment, net
|
10,702
|
|
|
Other intangible assets
|
10,130
|
|
|
Other assets
|
24,458
|
|
|
Total assets
|
711,095
|
|
|
Liabilities
|
|
||
Deposits
|
629,512
|
|
|
Borrowings
|
6,570
|
|
|
Accrued expenses and other liabilities
|
5,941
|
|
|
Total liabilities
|
642,023
|
|
|
Net assets
|
$
|
69,072
|
|
Goodwill
|
$
|
33,637
|
|
(Dollars in thousands, except per share data)
|
NB&T
|
||
Nonimpaired Loans
|
|
||
Contractual cash flows
|
$
|
497,451
|
|
Nonaccretable difference
|
45,828
|
|
|
Expected cash flows
|
451,623
|
|
|
Accretable yield
|
90,346
|
|
|
Fair value
|
$
|
361,277
|
|
|
|
||
Purchase Credit Impaired Loans
|
|
||
Contractual cash flows
|
$
|
40,258
|
|
Nonaccretable difference
|
13,336
|
|
|
Expected cash flows
|
26,922
|
|
|
Accretable yield
|
3,611
|
|
|
Fair value
|
$
|
23,311
|
|
|
For the Twelve Months Ended
|
|||||
|
December 31
|
|||||
(Dollars in thousands)
|
2015
|
2014
|
||||
Total revenue (net interest income and non-interest income)
|
$
|
149,965
|
|
$
|
141,221
|
|
Net income available to common shareholders
|
12,259
|
|
23,512
|
|
Condensed Balance Sheets
|
December 31,
|
|||||
(Dollars in thousands)
|
2015
|
2014
|
||||
Assets:
|
|
|
||||
Cash and due from other banks
|
$
|
50
|
|
$
|
50
|
|
Interest-bearing deposits in subsidiary bank
|
4,437
|
|
41,666
|
|
||
Due from subsidiary bank
|
3,875
|
|
1,015
|
|
||
Available-for-sale investment securities, at fair value (amortized cost of $1,255 at December 31, 2015 and December 31, 2014)
|
5,813
|
|
5,214
|
|
||
Investments in subsidiaries:
|
|
|
||||
Bank
|
385,258
|
|
281,360
|
|
||
Non-bank
|
29,155
|
|
30,693
|
|
||
Other assets
|
1,070
|
|
878
|
|
||
Total assets
|
$
|
429,658
|
|
$
|
360,876
|
|
Liabilities:
|
|
|
||||
Accrued expenses and other liabilities
|
$
|
3,030
|
|
$
|
6,365
|
|
Dividends payable
|
103
|
|
24
|
|
||
Long-term borrowings
|
—
|
|
14,369
|
|
||
Mandatorily redeemable capital securities of subsidiary trust
|
6,736
|
|
—
|
|
||
Total liabilities
|
9,869
|
|
20,758
|
|
||
Common stockholders' equity
|
419,789
|
|
340,118
|
|
||
Total stockholders' equity
|
419,789
|
|
340,118
|
|
||
Total liabilities and stockholders' equity
|
$
|
429,658
|
|
$
|
360,876
|
|
Condensed Statements of Income
|
Year Ended December 31,
|
||||||||
(Dollars in thousands)
|
2015
|
2014
|
2013
|
||||||
Income:
|
|
|
|
||||||
Dividends from subsidiary bank
|
$
|
17,500
|
|
$
|
21,000
|
|
$
|
15,000
|
|
Dividends from non-bank subsidiary
|
2,000
|
|
500
|
|
—
|
|
|||
Interest and other income
|
206
|
|
205
|
|
132
|
|
|||
Total income
|
19,706
|
|
21,705
|
|
15,132
|
|
|||
Expenses:
|
|
|
|
||||||
Trust preferred securities expense
|
304
|
|
—
|
|
—
|
|
|||
Intercompany management fees
|
3,171
|
|
1,546
|
|
1,257
|
|
|||
Other expense
|
5,653
|
|
4,578
|
|
3,411
|
|
|||
Total expenses
|
9,128
|
|
6,124
|
|
4,668
|
|
|||
Income before federal income taxes and equity in (excess dividends from) undistributed earnings of subsidiaries
|
10,578
|
|
15,581
|
|
10,464
|
|
|||
Applicable income tax benefit
|
(3,139
|
)
|
(2,102
|
)
|
(1,510
|
)
|
|||
(Excess dividends from) equity in undistributed earnings of subsidiaries
|
(2,776
|
)
|
(999
|
)
|
5,600
|
|
|||
Net income
|
$
|
10,941
|
|
$
|
16,684
|
|
$
|
17,574
|
|
Statements of Cash Flows
|
Year Ended December 31,
|
||||||||
(Dollars in thousands)
|
2015
|
2014
|
2013
|
||||||
Operating activities
|
|
|
|
||||||
Net income
|
$
|
10,941
|
|
$
|
16,684
|
|
$
|
17,574
|
|
Adjustment to reconcile net income to cash provided by operations:
|
|
|
|
||||||
Depreciation, amortization and accretion, net
|
165
|
|
—
|
|
—
|
|
|||
Excess dividends from (equity in) undistributed earnings of subsidiaries
|
2,776
|
|
999
|
|
(5,600
|
)
|
|||
Other, net
|
(1,903
|
)
|
1,825
|
|
1,803
|
|
|||
Net cash provided by operating activities
|
11,979
|
|
19,508
|
|
13,777
|
|
|||
Investing activities
|
|
|
|
||||||
Investment in subsidiaries
|
(104,584
|
)
|
(65,822
|
)
|
—
|
|
|||
Change in receivable from subsidiary
|
(2,860
|
)
|
(187
|
)
|
(619
|
)
|
|||
Business combinations, net of cash received
|
83,391
|
|
54,386
|
|
—
|
|
|||
Net cash used in investing activities
|
(24,053
|
)
|
(11,623
|
)
|
(619
|
)
|
|||
Financing activities
|
|
|
|
||||||
Payments on long-term borrowings
|
(14,400
|
)
|
(4,800
|
)
|
(4,800
|
)
|
|||
Purchase of treasury stock
|
(741
|
)
|
(520
|
)
|
(228
|
)
|
|||
Proceeds from issuance of common stock
|
—
|
|
40,242
|
|
8
|
|
|||
Cash dividends paid
|
(10,065
|
)
|
(6,767
|
)
|
(5,419
|
)
|
|||
Excess tax benefit for share-based payments
|
51
|
|
85
|
|
79
|
|
|||
Net cash (used in) provided by financing activities
|
(25,155
|
)
|
28,240
|
|
(10,360
|
)
|
|||
Net (decrease) increase in cash and cash equivalents
|
(37,229
|
)
|
36,125
|
|
2,798
|
|
|||
Cash and cash equivalents at the beginning of year
|
41,716
|
|
5,591
|
|
2,793
|
|
|||
Cash and cash equivalents at the end of year
|
$
|
4,487
|
|
$
|
41,716
|
|
$
|
5,591
|
|
Supplemental cash flow information:
|
|
|
|
||||||
Interest paid
|
$
|
594
|
|
$
|
672
|
|
$
|
915
|
|
|
|
2015(a)
|
||||||||||||||
(Dollars in thousands, except per share data)
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
Total interest income
|
|
$
|
24,159
|
|
|
$
|
27,566
|
|
|
$
|
28,178
|
|
|
$
|
28,430
|
|
Total interest expense
|
|
2,740
|
|
|
2,773
|
|
|
2,642
|
|
|
2,566
|
|
||||
Net interest income
|
|
21,419
|
|
|
24,793
|
|
|
25,536
|
|
|
25,864
|
|
||||
Provision for loan losses
|
|
350
|
|
|
672
|
|
|
5,837
|
|
|
7,238
|
|
||||
Net loss on asset disposals and other transactions
|
|
(1,103
|
)
|
|
(136
|
)
|
|
(51
|
)
|
|
(498
|
)
|
||||
Net gain on investment securities
|
|
600
|
|
|
11
|
|
|
62
|
|
|
56
|
|
||||
Other income
|
|
11,508
|
|
|
11,926
|
|
|
11,906
|
|
|
12,101
|
|
||||
Amortization of other intangible assets
|
|
673
|
|
|
1,144
|
|
|
1,127
|
|
|
1,133
|
|
||||
Acquisition-related expenses
|
|
9,043
|
|
|
732
|
|
|
109
|
|
|
838
|
|
||||
Other expenses
|
|
23,198
|
|
|
26,902
|
|
|
24,876
|
|
|
25,306
|
|
||||
Income tax (benefit) expense
|
|
(151
|
)
|
|
2,231
|
|
|
1,370
|
|
|
425
|
|
||||
Net (loss) income
|
|
$
|
(689
|
)
|
|
$
|
4,913
|
|
|
$
|
4,134
|
|
|
$
|
2,583
|
|
Earnings (loss) per common share - Basic
|
|
$
|
(0.04
|
)
|
|
$
|
0.27
|
|
|
$
|
0.23
|
|
|
$
|
0.14
|
|
Earnings (loss) per common share - Diluted
|
|
$
|
(0.04
|
)
|
|
$
|
0.27
|
|
|
$
|
0.22
|
|
|
$
|
0.14
|
|
Weighted-average common shares outstanding - Basic
|
|
15,802,334
|
|
|
18,116,090
|
|
|
18,127,131
|
|
|
18,142,997
|
|
||||
Weighted-average common shares outstanding - Diluted
|
|
15,930,235
|
|
|
18,253,918
|
|
|
18,271,979
|
|
|
18,278,272
|
|
|
|
2014 (b)
|
||||||||||||||
(Dollars in thousands, except per share data)
|
|
First Quarter
|
|
Second Quarter (c)
|
|
Third Quarter (c)
|
|
Fourth Quarter
|
||||||||
Total interest income
|
|
$
|
18,152
|
|
|
$
|
18,614
|
|
|
$
|
20,566
|
|
|
$
|
22,868
|
|
Total interest expense
|
|
2,672
|
|
|
2,571
|
|
|
2,707
|
|
|
2,744
|
|
||||
Net interest income
|
|
15,480
|
|
|
16,043
|
|
|
17,859
|
|
|
20,124
|
|
||||
Provision for (recovery of) loan losses
|
|
8
|
|
|
583
|
|
|
(380
|
)
|
|
128
|
|
||||
Net gain (loss) on asset disposals and other transactions
|
|
11
|
|
|
(187
|
)
|
|
(109
|
)
|
|
(146
|
)
|
||||
Net (loss) gain on investment securities
|
|
(30
|
)
|
|
66
|
|
|
124
|
|
|
238
|
|
||||
Other income
|
|
10,295
|
|
|
9,719
|
|
|
9,861
|
|
|
10,178
|
|
||||
Amortization of other intangible assets
|
|
263
|
|
|
282
|
|
|
367
|
|
|
516
|
|
||||
Acquisition-related expenses
|
|
150
|
|
|
1,271
|
|
|
1,462
|
|
|
1,869
|
|
||||
Other expenses
|
|
18,404
|
|
|
18,451
|
|
|
20,378
|
|
|
21,596
|
|
||||
Income tax expense
|
|
2,148
|
|
|
1,577
|
|
|
1,729
|
|
|
2,040
|
|
||||
Net income
|
|
$
|
4,783
|
|
|
$
|
3,477
|
|
|
$
|
4,179
|
|
|
$
|
4,245
|
|
Earnings per common share - Basic
|
|
$
|
0.45
|
|
|
$
|
0.32
|
|
|
$
|
0.33
|
|
|
$
|
0.29
|
|
Earnings per common share - Diluted
|
|
$
|
0.44
|
|
|
$
|
0.32
|
|
|
$
|
0.32
|
|
|
$
|
0.28
|
|
Weighted-average common shares outstanding - Basic
|
|
10,636,089
|
|
|
10,755,509
|
|
|
12,632,341
|
|
|
14,660,314
|
|
||||
Weighted-average common shares outstanding - Diluted
|
|
10,740,884
|
|
|
10,880,090
|
|
|
12,765,880
|
|
|
14,809,289
|
|
(a)
|
Reflects the impact of the acquisition of NB&T beginning March 6, 2015.
|
(b)
|
Reflects the impact of the acquisitions of Midwest beginning May 30, 2014, Ohio Heritage beginning August 22, 2014, and North Akron beginning October 24, 2014.
|
(c)
|
Amounts adjusted for immaterial changes based on fair market value adjustments for acquired loan portfolios.
|
(A)
|
the date and nature of any amendment to a provision of Peoples' Code of Ethics that
|
(i)
|
applies to the principal executive officer, principal financial officer, principal accounting officer or controller of Peoples, or persons performing similar functions,
|
(ii)
|
relates to any element of the code of ethics definition set forth in Item 406(b) of SEC Regulation S‑K, and
|
(iii)
|
is not a technical, administrative or other non-substantive amendment; and
|
(B)
|
a description (including the nature of the waiver, the name of the person to whom the waiver was granted and the date of the waiver) of any waiver, including an implicit waiver, from a provision of the Code of Ethics granted to the principal executive officer, principal financial officer, principal accounting officer or controller of Peoples, or persons performing similar functions, that relates to one or more of the elements of the code of ethics definition set forth in Item 406(b) of SEC Regulation S-K.
|
(i)
|
the Peoples Bancorp Inc. 1998 Stock Option Plan (the “1998 Plan”);
|
(ii)
|
the Peoples Bancorp Inc. 2002 Stock Option Plan (the “2002 Plan”);
|
(iii)
|
the Peoples Bancorp Inc. Second Amended and Restated 2006 Equity Plan (the “2006 Plan”);
|
(iv)
|
the Peoples Bancorp Inc. Third Amended and Restated Deferred Compensation Plan for Directors of Peoples Bancorp Inc. and Subsidiaries (the “Deferred Compensation Plan”); and
|
(v)
|
the Peoples Bancorp Inc. Employee Stock Purchase Plan (the "ESPP").
|
(1)
|
Includes an aggregate of 52,381 common shares issuable upon exercise of options granted under the 1998 Plan and the 2002 Plan and options and stock appreciation rights granted under the 2006 Plan and 235,147 restricted common shares subject to time-based or performance-based vesting restrictions granted under the 2006 Plan, and 60,836 common shares allocated to participants' bookkeeping accounts under the Deferred Compensation Plan.
|
(2)
|
Represents weighted-average exercise price of outstanding options granted under the 1998 Plan and the 2002 Plan and options and stock appreciation rights granted under the 2006 Plan. The weighted-average exercise price does not take into account the common shares allocated to participants' time-based or performance-based restricted common share awards granted under the 2006 Plan or bookkeeping accounts under the Deferred Compensation Plan.
|
(3)
|
Includes 284,925 common shares remaining available for future grants under the 2006 Plan at
December 31, 2015
, as well as 283,554 common shares remaining available for issuance and delivery under the ESPP. No common
|
(a)(1)
|
Financial Statements:
|
|
Page
|
Report of Management's Assessment of Internal Control Over Financial Reporting
|
65
|
Report of Independent Registered Public Accounting Firm (Ernst & Young LLP) on Effectiveness of Internal Control Over Financial Reporting
|
66
|
Report of Independent Registered Public Accounting Firm (Ernst & Young LLP) on Consolidated Financial Statements
|
67
|
Consolidated Balance Sheets as of December 31, 2015 and 2014
|
68
|
Consolidated Statements of Income for each of the three years in the period ended December 31, 2015
|
69
|
Consolidated Statements of Comprehensive Income for each of the three years in the period ended December 31, 2015
|
70
|
Consolidated Statements of Stockholders’ Equity for each of the three years in the period ended December 31, 2015
|
71
|
Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2015
|
72
|
Notes to the Consolidated Financial Statements
|
73
|
Peoples Bancorp Inc. (Parent Company Only Financial Information is included in Note 18 of the Notes to the Consolidated Financial Statements)
|
117
|
(a)(2)
|
Financial Statement Schedules
|
(a)(3)
|
Exhibits
|
(b)
|
Exhibits
|
(c)
|
Financial Statement Schedules
|
|
|
|
|
PEOPLES BANCORP INC.
|
|
|
|
|
|
Date:
|
February 25, 2016
|
|
By: /s/
|
CHARLES W. SULERZYSKI
|
|
|
|
|
Charles W. Sulerzyski
|
|
|
|
|
President and Chief Executive Officer
|
Signatures
|
|
Title
|
|
Date
|
|
|
|
|
|
|
|
/s/ CHARLES W. SULERZYSKI
|
|
President, Chief Executive Officer and Director
|
|
2/25/2016
|
|
Charles W. Sulerzyski
|
|
|
|
|
|
|
|
|
|
|
|
/s/ JOHN C. ROGERS
|
|
Executive Vice President, Chief Financial Officer
|
|
2/25/2016
|
|
John C. Rogers
|
|
and Treasurer (Principal Financial and Accounting Officer)
|
|
|
|
|
|
|
|
|
|
/s/ TARA M. ABRAHAM*
|
|
Director
|
|
2/25/2016
|
|
Tara M. Abraham
|
|
|
|
|
|
|
|
|
|
|
|
/s/ CARL L. BAKER, JR.*
|
|
Director
|
|
2/25/2016
|
|
Carl L. Baker, Jr.
|
|
|
|
|
|
|
|
|
|
|
|
/s/ S. CRAIG BEAM*
|
|
Director
|
|
2/25/2016
|
|
S. Craig Beam
|
|
|
|
|
|
|
|
|
|
|
|
/s/ GEORGE W. BROUGHTON*
|
|
Director
|
|
2/25/2016
|
|
George W. Broughton
|
|
|
|
|
|
|
|
|
|
|
|
/s/ DAVID F. DIERKER*
|
|
Director
|
|
2/25/2016
|
|
David F. Dierker
|
|
|
|
|
|
|
|
|
|
|
|
/s/ RICHARD FERGUSON*
|
|
Chairman of the Board and Director
|
|
2/25/2016
|
|
Richard Ferguson
|
|
|
|
|
|
|
|
|
|
|
|
/s/ JAMES S. HUGGINS*
|
|
Director
|
|
2/25/2016
|
|
James S. Huggins
|
|
|
|
|
|
|
|
|
|
|
|
/s/ BROOKE W. JAMES*
|
|
Director
|
|
2/25/2016
|
|
Brooke W. James
|
|
|
|
|
|
|
|
|
|
|
|
/s/ BRENDA F. JONES, M.D.*
|
|
Director
|
|
2/25/2016
|
|
Brenda F. Jones, M.D.
|
|
|
|
|
|
|
|
|
|
|
|
/s/ DAVID L. MEAD*
|
|
Director
|
|
2/25/2016
|
|
David L. Mead
|
|
|
|
|
|
|
|
|
|
|
|
/s/ SUSAN D. RECTOR*
|
|
Director
|
|
2/25/2016
|
|
Susan D. Rector
|
|
|
|
|
|
|
|
|
|
|
|
/s/ THOMAS J. WOLF*
|
|
Director
|
|
2/25/2016
|
|
Thomas J. Wolf
|
|
|
|
|
|
|
|
|
|
|
|
*
|
The above-named directors of the Registrant sign this Annual Report on Form 10-K by Charles W. Sulerzyski, their attorney-in-fact, pursuant to Powers of Attorney signed by the above-named directors, which Powers of Attorney are filed with this Annual Report on Form 10-K as exhibits, in the capacities indicated and on the 25th day of February, 2016.
|
||||
|
|
|
|
|
|
By:
|
/s/ CHARLES W. SULERZYSKI
|
|
|
|
|
|
Charles W. Sulerzyski
|
||||
|
President and Chief Executive Officer
|
||||
|
Attorney-in-Fact
|
PEOPLES BANCORP INC. ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2015
|
||||
|
||||
Exhibit
Number
|
|
Description
|
|
Exhibit Location
|
2.1
|
|
Agreement and Plan of Merger, dated as of January 21, 2014, between Peoples Bancorp Inc. and Midwest Bancshares, Inc.
+
|
|
Included as Annex A to the proxy statement/prospectus which forms a part of the Registration Statement of Peoples Bancorp Inc. ("Peoples") on Form S-4 (Registration No. 333-194626)
|
|
|
|
|
|
2.2
|
|
Agreement and Plan of Merger, dated as of April 4, 2014, between Peoples Bancorp Inc. and Ohio Heritage Bancorp, Inc.
+
|
|
Included as Annex A to the proxy statement/prospectus which forms a part of Peoples' Registration Statement on Form S-4 (Registration No. 333-196872)
|
|
|
|
|
|
2.3
|
|
Agreement and Plan of Merger, dated as of April 21, 2014, as amended, among Peoples Bancorp Inc., Peoples Bank, National Association and North Akron Savings Bank.
+
|
|
Included as Annex A to the proxy statement/prospectus which forms a part of Peoples' Registration Statement on Form S-4 (Registration No. 333-197736)
|
|
|
|
|
|
2.4
|
|
Agreement and Plan of Merger, dated as of August 4, 2014, as amended, between Peoples Bancorp Inc. and NB&T Financial Group, Inc.
+
|
|
Included as Annex A to the proxy statement/prospectus which forms a part of Peoples' Registration Statement on Form S-4 (Registration No. 333-199152)
|
|
|
|
|
|
3.1(a)
|
|
Amended Articles of Incorporation of Peoples Bancorp Inc. (as filed with the Ohio Secretary of State on May 3, 1993)
|
|
Incorporated herein by reference to Exhibit 3(a) to Peoples' Registration Statement on Form 8-B filed on July 20, 1993 (File No. 0-16772)
|
|
|
|
|
|
3.1(b)
|
|
Certificate of Amendment to the Amended Articles of Incorporation of Peoples Bancorp Inc. (as filed with the Ohio Secretary of State on April 22, 1994)
|
|
Incorporated herein by reference to Exhibit 3(a)(2) to Peoples’ Annual Report on Form 10-K for the fiscal year ended December 31, 1997 (File No. 0-16772) (“Peoples’ 1997 Form 10-K”)
|
|
|
|
|
|
3.1(c)
|
|
Certificate of Amendment to the Amended Articles of Incorporation of Peoples Bancorp Inc. (as filed with the Ohio Secretary of State on April 9, 1996)
|
|
Incorporated herein by reference to Exhibit 3(a)(3) to Peoples’ 1997 Form 10-K
|
|
|
|
|
|
3.1(d)
|
|
Certificate of Amendment to the Amended Articles of Incorporation of Peoples Bancorp Inc. (as filed with the Ohio Secretary of State on April 23, 2003)
|
|
Incorporated herein by reference to Exhibit 3(a) to Peoples’ Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2003 (File No. 0-16772) (“Peoples’ March 31, 2003 Form 10-Q”)
|
|
|
|
|
|
3.1(e)
|
|
Certificate of Amendment by Shareholders to the Amended Articles of Incorporation of Peoples Bancorp Inc. (as filed with the Ohio Secretary of State on January 22, 2009)
|
|
Incorporated herein by reference to Exhibit 3.1 to Peoples’ Current Report on Form 8-K dated and filed on January 23, 2009 (File No. 0-16772)
|
|
|
|
|
|
3.1(f)
|
|
Certificate of Amendment by Directors to Articles filed with the Secretary of State of the State of Ohio on January 28, 2009, evidencing adoption of amendments by the Board of Directors of Peoples Bancorp Inc. to Article FOURTH of Amended Articles of Incorporation to establish express terms of Fixed Rate Cumulative Perpetual Preferred Shares, Series A, each without par value, of Peoples Bancorp Inc.
|
|
Incorporated herein by reference to Exhibit 3.1 to Peoples’ Current Report on Form 8-K dated and filed on February 2, 2009 (File No. 0-16772)
|
|
|
|
|
|
3.1(g)
|
|
Amended Articles of Incorporation of Peoples Bancorp Inc. (reflecting all amendments) [For SEC reporting compliance purposes only – not filed with Ohio Secretary of State]
|
|
Incorporated herein by reference to Exhibit 3.1(g) to Peoples’ Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (File No. 0-16772) (“Peoples’ 2008 Form 10-K”)
|
|
|
|
|
|
3.2(a)
|
|
Code of Regulations of Peoples Bancorp Inc.
|
|
Incorporated herein by reference to Exhibit 3(b) to Peoples’ Registration Statement on Form 8-B filed July 20, 1993 (File No. 0-16772)
|
+
Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of SEC Regulation S-K. A copy of any omitted schedules or exhibits will be furnished supplementally to the SEC upon request.
|
Exhibit
Number
|
|
Description
|
|
Exhibit Location
|
|
|
|
|
|
3.2(b)
|
|
Certified Resolutions Regarding Adoption of Amendments to Sections 1.03, 1.04, 1.05, 1.06, 1.08, 1.10, 2.03(C), 2.07, 2.08, 2.10 and 6.02 of the Code of Regulations of Peoples Bancorp Inc. by shareholders on April 10, 2003
|
|
Incorporated herein by reference to Exhibit 3(c) to Peoples’ March 31, 2003 Form 10-Q
|
|
|
|
|
|
3.2(c)
|
|
Certificate regarding adoption of amendments to Sections 3.01, 3.03, 3.04, 3.05, 3.06, 3.07, 3.08 and 3.11 of the Code of Regulations of Peoples Bancorp Inc. by shareholders on April 8, 2004
|
|
Incorporated herein by reference to Exhibit 3(a) to Peoples’ Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2004 (File No. 0-16772)
|
|
|
|
|
|
3.2(d)
|
|
Certificate regarding adoption of amendments to Sections 2.06, 2.07, 3.01 and 3.04 of Peoples Bancorp Inc.’s Code of Regulations by the shareholders on April 13, 2006
|
|
Incorporated herein by reference to Exhibit 3.1 to Peoples’ Current Report on Form 8-K dated and filed on April 14, 2006 (File No. 0-16772)
|
|
|
|
|
|
3.2(e)
|
|
Certificate regarding adoption of an amendment to Section 2.01 of Peoples Bancorp Inc.'s Code of Regulations by shareholders on April 22, 2010
|
|
Incorporated herein by reference to Exhibit 3.2(e) to Peoples' Quarterly Report on Form 10-Q/A (Amendment No. 1) for the quarterly period ended June 30, 2010 (File No. 0-16772) ("Peoples' June 30, 2010 Form 10-Q/A")
|
|
|
|
|
|
3.2(f)
|
|
Code of Regulations of Peoples Bancorp Inc. (reflecting all amendments) [For SEC reporting compliance purposes only]
|
|
Incorporated herein by reference to Exhibit 3.2(f) to Peoples' June 30, 2010 Form 10-Q/A
|
|
|
|
|
|
4.1
|
|
Agreement to furnish instruments and agreements defining rights of holders of long-term debt
|
|
Filed herewith
|
|
|
|
|
|
4.2
|
|
Loan Agreement, dated as of December 18, 2012, between Peoples Bancorp Inc., as Borrower, and U.S. Bank National Association, as Lender
|
|
Incorporated herein by reference to Exhibit 4.1 to Peoples' Current Report on Form 8-K, dated and filed December 21, 2012 (File No. 0-16772) ("Peoples' December 21, 2012 Form 8-K")
|
|
|
|
|
|
4.2(a)
|
|
First Amendment to Loan Agreement executed by Peoples Bancorp Inc., as Borrower, and accepted by U.S. Bank National Association, as Lender, effective as of August 4, 2014
|
|
Incorporated herein by reference to Exhibit 4.3 to Peoples' September 30, 2014 Form 10-Q
|
|
|
|
|
|
4.2(b)
|
|
Second Amendment to Loan Agreement executed by Peoples Bancorp Inc., as Borrower, and accepted by U.S. Bank National Association, as Lender, Effective as of December 17, 2015
|
|
Filed herewith
|
|
|
|
|
|
4.2(c)
|
|
Third Amendment to Loan Agreement executed by Peoples Bancorp Inc., as Borrower, and accepted by U.S. Bank National Association, as Lender, Effective as of January 12, 2016
|
|
Filed herewith
|
|
|
|
|
|
4.2(d)
|
|
Fourth Amendment to Loan Agreement executed by Peoples Bancorp Inc., as Borrower, and accepted by U.S. Bank National Association, as Lender, Effective as of February 23, 2016
|
|
Filed herewith
|
|
|
|
|
|
4.3
|
|
Revolving Credit Note in the principal sum of $5,000,000 issued by Peoples Bancorp Inc. on December 18, 2012 to U.S. Bank National Association
|
|
Incorporated herein by reference to Exhibit 4.2 to Peoples' December 21, 2012 Form 8-K
|
|
|
|
|
|
4.3(a)
|
|
First Amendment to Revolving Credit Note executed by Peoples Bancorp Inc., as Borrower, and accepted by U.S. Bank National Association, as Lender, effective as of December 17, 2013
|
|
Incorporated herein by reference to Exhibit 4.1 to Peoples' Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2014 (File No. 0-16772) ("Peoples' September 30, 2014 Form 10-Q")
|
|
|
|
|
|
4.3(b)
|
|
Second Amendment to Revolving Credit Note executed by Peoples Bancorp Inc., as Borrower, and accepted by U.S. Bank National Association, as Lender, effective as of August 4, 2014
|
|
Incorporated herein by reference to Exhibit 4.2 to Peoples' September 30, 2014 Form 10-Q
|
|
|
|
|
|
4.3(c)
|
|
Third Amendment to Revolving Credit Note executed by Peoples Bancorp Inc., as Borrower, and accepted by U.S. Bank National Association, as Lender, effective December 18, 2014
|
|
Incorporated herein by reference to Exhibit 4.8 to Peoples' Annual Report Form 10-K for the fiscal year ended December 31, 2014 (File No. 0-16772) ("Peoples 2014 Form 10-K")
|
|
|
|
|
|
CONTINUING ADMINISTRATORS
:
By:
/s/ M. Ryan Kirkham
Name: M. Ryan Kirkham
By:
/s/ Charles W. Sulerzyski
Name: Charles W. Sulerzyski
|
|
SUCCESSOR ADMINISTRATORS:
By: /s/ John C. Rogers
Name: John C. Rogers |
|
COMPANY
:
PEOPLES BANCORP INC.
By:
/s/ Charles W. Sulerzyski
Name:
Charles W. Sulerzyski
Title:
President & CEO
|
|
1.
|
Amendments
.
By this Second Amendment, the Loan Agreement hereby is amended as follows:
|
1.1
|
The maximum principal amount of the Revolving Credit Loan is increased from $10,000,000 to $15,000,000, and any and all references to the term “Maximum Revolving Loan Principal Amount” in the Loan Agreement are hereby amended to mean the maximum principal amount of $15,000,000
.
|
1.2
|
Pursuant to the terms of the Fourth Amendment, the maturity date of the Revolving Credit Note is extended to December 15, 2016.
|
2.
|
General
.
|
2.6
|
The representations and warranties of Borrower contained in the Loan Documents are deemed to have been made again on and as of the date of execution of this Amendment, except as such representation and warranties are expressly amended hereby.
|
2.8
|
Reserved
|
2.9
|
Nothing contained herein will be construed as waiving any default or Event of Default under the Loan Agreement or any document execution in connection therewith, or will effect or impair any right, power of remedy of Lender under or with respect to any Loan, the Loan Agreement, any Note or any agreement or instrument guaranteeing, securing or otherwise relating to any of the Loans. Additionally, no course of dealings shall exist or be created by virtue of Lender’s willingness provide its written consent to the waiver of certain terms and conditions of the Loan Agreement and to amend the Loan Agreement, and the fact that Lender may at any time agree to grant certain limited forbearances to Borrower with respect to events of defaults under the Loan Agreement, any Note or any other Loan Document shall not constitute any form of a waiver, modification, amendment, consent by Lender or give rise to any claim or defense of a course of dealings existing between Borrower and Lender. Any consents, waivers, amendments or modifications of the Loan Agreement, any Note or any other document execution in connection with the Loan Agreement, any Loan or any Note shall be in a writing expressly and specifically stating that it is amending the respective document, agreement or instrument and which shall be fully executed by Borrower and Lender.
|
2.11
|
This Amendment will be binding upon and inure to the benefit of Borrower and Lender and their respective successors and assigns.
|
2.12
|
This Amendment will in all respects be governed and construed in accordance with the laws of the State of Ohio, without regard to Ohio’s conflict of law principles.
|
2.13
|
Borrower
reaffirms the waiver of jury trial provision contained in the Loan Agreement.
|
1.
|
Amendments
.
By this Third Amendment, the Loan Agreement hereby is amended as follows:
|
1.1
|
Borrower and Lender acknowledge that, effective as of December 30, 2015, Borrower converted Peoples Bank, National Association, a national banking association and wholly owned subsidiary of Borrower to The Peoples Banking and Trust Company, an Ohio corporation, which remains a wholly owned subsidiary of Borrower. Any and all references in the Loan Agreement and/or in any other Transaction Document (including but not limited to that certain Negative Pledge Agreement by and between Borrower and Lender dated as of December 18, 2012) to the phrase “Peoples Bank, National Association” are amended to read “The Peoples Banking and Trust Company”.
|
2.
|
General
.
|
2.6
|
The representations and warranties of Borrower contained in the Transaction Documents are deemed to have been made again on and as of the date of execution of this Amendment, except as such representation and warranties are expressly amended hereby.
|
2.8
|
Nothing contained herein will be construed as waiving any default or Event of Default under the Loan Agreement or any document execution in connection therewith, or will effect or impair any right, power of remedy of Lender under or with respect to any Loan, the Loan Agreement, any Note or any agreement or instrument guaranteeing, securing or otherwise relating to any of the Loans. Additionally, no course of dealings shall exist or be created by virtue of Lender’s willingness provide its written consent to the waiver of certain terms and
|
2.10
|
This Amendment will be binding upon and inure to the benefit of Borrower and Lender and their respective successors and assigns.
|
2.11
|
This Amendment will in all respects be governed and construed in accordance with the laws of the State of Ohio, without regard to Ohio’s conflict of law principles.
|
2.12
|
Borrower
reaffirms the waiver of jury trial provision contained in the Loan Agreement.
|
1.
|
Amendments
.
By this Fourth Amendment to Loan Agreement, the Loan Agreement hereby is amended as follows:
|
1.1
|
Borrower and Lender acknowledge that, effective as of February 1, 2016, Borrower changed the name of its wholly owned subsidiary, The Peoples Banking and Trust Company, an Ohio corporation, to Peoples Bank. Peoples Bank remains a wholly owned subsidiary of Borrower. Any and all references in the Loan Agreement and/or in any other Transaction Document (including but not limited to that certain Negative Pledge Agreement by and between Borrower and Lender dated as of December 18, 2012) to the phrase “The Peoples Banking and Trust Company” is amended to read “Peoples Bank”.
|
2.
|
General
.
|
2.6
|
The representations and warranties of Borrower contained in the Transaction Documents are deemed to have been made again on and as of the date of execution of this Amendment, except as such representation and warranties are expressly amended hereby.
|
2.8
|
Nothing contained herein will be construed as waiving any default or Event of Default under the Loan Agreement or any document execution in connection therewith, or will effect or impair any right, power of remedy of Lender under or with respect to any Loan, the Loan Agreement, any Note or any agreement or instrument guaranteeing, securing or otherwise relating to any of the Loans. Additionally, no course of dealings shall exist or be created by virtue of Lender’s willingness provide its written consent to the waiver of certain terms and
|
2.10
|
This Amendment will be binding upon and inure to the benefit of Borrower and Lender and their respective successors and assigns.
|
2.11
|
This Amendment will in all respects be governed and construed in accordance with the laws of the State of Ohio, without regard to Ohio’s conflict of law principles.
|
2.12
|
Borrower
reaffirms the waiver of jury trial provision contained in the Loan Agreement.
|
Cincinnati, Ohio
|
December 17, 2015 (the “Effective Date”)
|
1.
|
Amendment
.
By this Fourth Amendment to Revolving Credit Note (the “Amendment”), the Note hereby is amended as follows:
|
1.1
|
The maturity date of the Note is extended to December 15, 2016. Any references in the Note or the Loan Agreement to the Revolving Credit Loan Maturity Date shall mean December 15, 2016.
|
1.2
|
The principal amount of the Note is increased as of the date of this Amendment from $10,000,000 to $15,000,000. All references in the Note to $10,000,000 are changed to $15,000,000. The term “Available Amount” as defined in the Note shall effective as of the date of this Amendment mean $15,000,000.
|
2.
|
General
.
|
Name
|
Position/Title
|
Base Salary
|
||
Charles W. Sulerzyski
|
President and Chief Executive Officer
|
$
|
500,000
|
|
|
|
|
||
John C. Rogers
|
Executive Vice President, Chief Financial Officer and Treasurer
|
300,000
|
|
|
|
|
|
||
Daniel K. McGill
|
Executive Vice President, Chief Commercial Banking Officer
|
250,000
|
|
|
|
|
|
||
Carol A. Schneeberger
|
Executive Vice President, Chief Administrative Officer
|
233,000
|
|
|
|
|
|
||
Timothy H. Kirtley
|
Executive Vice President, Chief Credit Officer
|
221,500
|
|
|
|
|
|
EXECUTIVE:
|
||
|
PEOPLES BANCORP INC.
|
|
/s/ JOHN C. ROGERS
|
By:
|
/s/ MATTHEW M. EDGELL
|
Executive
|
|
Matthew M. Edgell
|
|
Its:
|
SVP - Director of Human Resources
|
(a)
|
Current Participants
. Participants who either were participating in this Plan or who were eligible to participate in this Plan as of the Restatement Effective Date shall submit a Deferral Notice for any Plan Year no later than December 31st of the preceding Plan Year;
|
(b)
|
First Year of Eligibility
. During a Plan Year in which a Director first becomes eligible to participate in the Plan, the Participant must submit a Deferral Notice no later than thirty (30) days after the date on which he or she first becomes a Director. Such Deferral Notice shall be effective only with respect to Eligible Compensation relating to services performed after the date of such election. For purposes of this section, a Director is first eligible to participate in the Plan only if the Director is not a participant in any other arrangement of the Corporation or any Affiliate that would be treated as a single nonqualified deferred compensation plan along with this Plan under Section 409A of the Code.
|
(i)
|
Election
. At the time that a Participant submits a Deferral Notice, he or she shall elect the percentage of Corporation Contributions attributable to the cash portion of his or her Eligible Compensation to be allocated to his or her Cash Account (to be adjusted pursuant to Paragraph (ii) of this Section 4.D.) and his or her Stock Account (to be adjusted pursuant to Paragraph (iii) of this Section 4.D). In the absence of any election by a Participant on the Deferral Notice, one-hundred percent (100%) of the Corporation Contributions attributable to the cash portion of his or her Eligible Compensation shall be allocated to the Participant’s Cash Account. Any Corporation Contributions attributable to the Common Shares portion of a Participant’s Eligible Compensation shall be automatically allocated to the Participant’s Stock Account in the whole number of Common Shares deferred pursuant to the Participant’s Deferral Notice.
|
(ii)
|
Cash Account
. As of each Adjustment Date, the Plan Administrator shall credit the balance in the Participant's Cash Account with Additions which shall either (a) mirror a specific interest rate equal to the rate of return paid by Peoples Bank, National Association on a Three (3) Year certificate of deposit or an equivalent deposit account as of the last business day preceding the applicable Adjustment Date; or (b) to the extent that a certificate of deposit is purchased by a trust established to provide benefits under the Plan, be equal to the actual rate of interest paid with respect to such certificate of deposit. The crediting of Additions shall be determined by multiplying the Participant's Cash Account balance as of each month of the quarter preceding the Adjustment Date by the applicable rate of interest determined under the preceding sentence. The crediting of Additions shall occur so long as there is a balance in the Participant's Cash Account regardless of whether the Participant has Separated from Service as a Director or has died. The Plan Administrator may prescribe any reasonable method or procedure for the accounting of Additions.
|
(iii)
|
Stock Account
. As of each Adjustment Date (or such later date on which Common Shares are actually acquired), the amount credited to the Stock Account of each Participant attributable to the cash portion of the Participant’s Eligible Compensation shall be divided by the then Fair Market Value of a Common Share. Upon completion of this calculation, each Stock Account shall be credited with the resulting number of whole Common Shares and any remaining amounts shall continue to be credited to the Stock Account until converted to whole Common Shares at a future Adjustment Date or purchase date. The Stock Account of each Participant shall be credited with cash dividends on the Common Shares allocated under both Section 4.D.(i) and this Section 4.D.(iii) on and after the date such Common Shares are credited to the Stock Account. At the following Adjustment Date (or, if later, the date on which Common Shares are actually acquired), the amount of cash dividends credited to each Stock
|
(i)
|
Grandfathered Amounts
. Distribution of a Participant’s Grandfathered Amounts shall commence on the first business day of the calendar month following the date of the Participant's termination of service as a Director due to resignation, retirement, death or otherwise.
|
(ii)
|
Non-Grandfathered Amounts
. Distributions of a Participant’s Non-Grandfathered Amounts shall commence on the first business day of the calendar month following the earlier of the Participant’s: (a) death; or (b) Separation from Service.
|
(i)
|
In General
. A Participant's Deferred Compensation Account shall be distributed to the Participant either in a single lump sum payment or in substantially equal annual installments over a period not to exceed five (5) years. To the extent that a Deferred Compensation Account is distributed in installment payments, the undistributed portions of such account shall continue to be credited with Additions in accordance with the applicable provisions of Section 4.D. In the absence of any election, a Participant's Deferred Compensation Account shall be paid in substantially equal annual installments over a period of five (5) years. Cash Accounts shall be distributed in cash. Stock Accounts shall be distributed in Common Shares.
|
(ii)
|
Grandfathered Amounts
. The method of distribution (lump sum or installments) of Grandfathered Amounts shall be elected by the Participant prior to the date on which he or she ceases to be a Director.
|
(iii)
|
Non-Grandfathered Amounts
. The method of distribution (lump sum or installments) of Non-Grandfathered Amounts shall be elected by the Participant in accordance with Section 4.B. A Participant may change his or her election with respect to Non-Grandfathered Amounts by notifying the Plan Administrator in writing of the change; provided, however that: (a) such election may not take effect until at least twelve (12) months after the date on which such election is made; and (b) the payment with respect to which such election is made must be deferred (except in the case of the Participant’s earlier death or Unforeseeable Emergency) for a period of not less than five (5) years after the Participant’s Separation from Service.
|
(i)
|
Death Before All Payments Made
. If a Participant should die before full payment of all amounts in his or her Deferred Compensation Account, the Corporation shall, in the discretion of the Plan Administrator, either pay or continue to pay the unpaid amounts to the Participant's Beneficiary: (a) in the same manner as such unpaid amounts would have been paid to the Participant; or (b) in a lump sum settlement of the remaining unpaid amount in the Participant's Deferred Compensation Account no sooner than the day after and not later than ninety (90) days following the date of the Participant's death.
|
(ii)
|
Hardship Distributions
.
|
(a)
|
Grandfathered Amounts
. The Plan Administrator may, in its discretion, accelerate the payments of Grandfathered Amounts without the consent of the Participant or the Participant's Beneficiary, estate or any other person or persons claiming through or under him or her. In making such determinations, due consideration may be given to the health, financial circumstances and family obligations of the Participant. In this regard, the Participant (or after his or her death, his or her Beneficiary) may be consulted; however, he or she (or such Beneficiaries) shall have no voice in the decision reached.
|
(b)
|
Non-Grandfathered Amounts
. A Participant may request a distribution of all or part of his or her Non-Grandfathered Amounts upon the occurrence of an Unforeseeable Emergency. The amount of this distribution, however, may not be greater than the amount reasonably necessary to satisfy the Unforeseeable Emergency or, if less, the amount of the Participant’s Non-Grandfathered Amounts as of the distribution date. As a condition of receiving a distribution under this Section 5.C.(ii)(b), the Participant must file a written application with the Plan Administrator specifying the nature of the Unforeseeable Emergency and the amount needed to address that Unforeseeable Emergency and supplying any other information the Committee, in its discretion, may need to ensure that the conditions specified in this Section 5.C.(ii)(b) are satisfied. Notwithstanding the foregoing, a distribution on account of an Unforeseeable Emergency may not be made to the extent that such Unforeseeable Emergency is or may be relieved through reimbursement or compensation from insurance or otherwise, by liquidation of the Participant’s assets, to the extent the liquidation of such assets would not cause severe financial hardship, or by cessation of deferrals under the Plan.
|
(iii)
|
Six-Month Delay for Specified Employees
. If on the date of his or her Separation from Service, a Participant is a “specified employee” within the meaning of Section 409A of the Code and as determined under the Company’s policy for determining specified employees, all Non-Grandfathered Amounts required to be delayed pursuant to Section 409A(a)(2)(B) of the Code shall be paid on the first business day of the seventh (7th) month following the date of the Separation from Service (or, if earlier, the date of death). The first payment made following such delay shall include the cumulative amount of any amounts that could not be paid or provided during such period.
|
(iv)
|
Income Inclusion under Section 409A of the Code
. The Plan Administrator may accelerate the time or schedule of a distribution to a Participant at any time the Plan fails to meet the requirements of Section 409A of the Code and the regulations promulgated thereunder. Such payment may not exceed the amount required to be included in income as a result of the failure to comply with the requirements of Section 409A of the Code and the regulations promulgated thereunder.
|
(i)
|
Spouse;
|
(ii)
|
Natural and adopted children or their issue, per stirpes;
|
(iii)
|
Parents or the survivor of them;
|
(iv)
|
Brothers and sisters or their issue, per stirpes; or
|
(v)
|
Other heirs-at-law; and if payable to more than one person in a class, all persons in that class shall share equally.
|
(i)
|
the specific reason or reasons for the denial;
|
(ii)
|
specific reference to pertinent Plan provisions upon which the denial is based;
|
(iii)
|
a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and
|
(iv)
|
an explanation of the Plan's claims review procedure describing the steps to be taken by a claimant who wishes to submit his or her claims for review.
|
(i)
|
request a review upon a written application filed within sixty (60) days after receipt by the claimant of written notice of the denial of his or her claim;
|
(ii)
|
review pertinent documents; and
|
(iii)
|
submit issues and comments in writing.
|
Subsidiaries of Peoples Bancorp Inc.
|
|
|
|
|
The following are the only subsidiaries of Peoples Bancorp Inc.:
|
|
|
|
|
|
|
Name of Subsidiary
|
|
Jurisdiction of
Incorporation or Organization
|
|
Peoples Bank
|
|
Ohio
|
|
|
Peoples Insurance Agency, LLC (“Peoples Insurance”)
|
|
Ohio
|
|
PBNA, L.L.C.
|
|
Delaware
|
|
Peoples Tax Credit Equity, LLC
|
|
Ohio
|
|
|
|
|
Peoples Investment Company
|
|
Delaware
|
|
|
Peoples Capital Corporation
|
|
Delaware
|
|
|
|
|
NB&T Insurance Group, Inc.
|
|
Ohio
|
|
|
|
|
|
NB&T Statutory Trust III
|
|
Delaware
|
1)
|
Registration Statements (Form S-8, No. 33-1803, Form S-8, No. 333-108383, and Form S-8, No. 333-189744) related to the Peoples Bancorp Inc. Retirement Savings Plan,
|
2)
|
Registration Statement (Form S-8, No. 33-67878) related to the Amended and Restated 1993 Stock Option Plan of Peoples Bancorp Inc,
|
3)
|
Registration Statement (Form S-8, No. 33-59569) related to the Peoples Bancorp Inc. 1995 Stock Option Plan,
|
4)
|
Registration Statements (Form S-8, No. 333-43629 and Form S-8, No. 333-179897) related to the Peoples Bancorp Inc. Third Amended and Restated Deferred Compensation Plan for Directors of Peoples Bancorp Inc. and Subsidiaries as amended (formerly known as the Peoples Bancorp Inc. Second Amended and Restated Deferred Compensation Plan for Directors of Peoples Bancorp Inc. Subsidiaries and the Peoples Bancorp Inc. Deferred Compensation Plan for Directors of Peoples Bancorp Inc. and Subsidiaries),
|
5)
|
Registration Statement (Form S-8, No. 333-62935) related to the Peoples Bancorp Inc. 1998 Stock Option Plan,
|
6)
|
Registration Statement (Form S-8, No. 333-86246) related to the Peoples Bancorp Inc. 2002 Stock Option Plan,
|
7)
|
Registration Statements (Form S-8, No. 333-136383 and Form S-8, No. 333-188149) related to the Peoples Bancorp Inc. Second Amended and Restated 2006 Equity Plan (formerly known as the Peoples Bancorp Inc. Amended and Restated 2006 Equity Plan and the Peoples Bancorp Inc. 2006 Equity Plan),
|
8)
|
Registration Statement (Form S-8, No. 333-195986) related to the Peoples Bancorp Inc. Employee Stock Purchase Plan,
|
9)
|
Registration Statement (Form S-3, No. 33-54003) of the Peoples Bancorp Inc. Dividend Reinvestment Plan,
|
10)
|
Registration Statement (Form S-3/A, No. 33-54003) pertaining to Post-Effective Amendments No. 1, 2, and 3 to Form S-3 of the Peoples Bancorp Inc. Dividend Reinvestment and Stock Purchase Plan,
|
11)
|
Registration Statement (Form S-3, No. 333-181687) related to Peoples Bancorp Inc.’s shelf registration of common shares, preferred shares, depositary shares, debt securities, warrants and units,
|
12)
|
Registration Statement (Form S-3, No. 333-198082), related to common shares to be offered by selling shareholders identified therein,
|
13)
|
Registration Statement (Form S-3, No. 333-206322) related to Peoples Bancorp Inc.’s shelf registration of common shares, preferred shares, depositary shares, debt securities, warrants and units,
|
14)
|
Registration Statement (Form S-4, No. 333-194626), related to common shares to be issued as contemplated by the Agreement and Plan of Merger, dated as of January 21, 2014, between Peoples Bancorp Inc. and Midwest Bancshares, Inc.,
|
15)
|
Registration Statement (Form S-4, No. 333-196872), related to common shares to be issued as contemplated by the Agreement and Plan of Merger, dated as of April 4, 2014, between Peoples Bancorp Inc. and Ohio Heritage Bancorp, Inc.,
|
16)
|
Registration Statement (Form S-4, No. 333-197736), related to common shares to be issued as contemplated by the Agreement and Plan of Merger, dated as of April 21, 2014, as amended, among Peoples Bancorp Inc., Peoples Bank, National Association and North Akron Savings Bank, and
|
17)
|
Registration Statement (Form S-4, No. 333-199152), related to common shares to be issued as contemplated by the Agreement and Plan of Merger, dated as of August 4, 2014, as amended, between Peoples Bancorp Inc. and NB&T Financial Group, Inc.
|
|
|
|
/s/ Ernst & Young LLP
|
|
|
/s/
|
TARA M. ABRAHAM
|
|
|
|
[Signature]
|
|
|
|
|
|
|
|
Tara M. Abraham
|
|
|
|
[Printed Name]
|
|
|
/s/
|
CARL BAKER, JR.
|
|
|
|
[Signature]
|
|
|
|
|
|
|
|
Carl Baker, Jr.
|
|
|
|
[Printed Name]
|
|
|
/s/
|
S. CRAIG BEAM
|
|
|
|
[Signature]
|
|
|
|
|
|
|
|
S. Craig Beam
|
|
|
|
[Printed Name]
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/s/
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GEORGE W. BROUGHTON
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[Signature]
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George W. Broughton
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[Printed Name]
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/s/
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DAVID F. DIERKER
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[Signature]
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David F. Dierker
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[Printed Name]
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/s/
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RICHARD FERGUSON
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[Signature]
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Richard Ferguson
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[Printed Name]
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/s/
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JAMES S. HUGGINS
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[Signature]
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James S. Huggins
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[Printed Name]
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/s/
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BROOKE W. JAMES
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[Signature]
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Brooke W. James
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[Printed Name]
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/s/
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BRENDA F. JONES
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[Signature]
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Brenda F. Jones
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[Printed Name]
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/s/
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DAVID L. MEAD
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[Signature]
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David L. Mead
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[Printed Name]
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/s/
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SUSAN D. RECTOR
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[Signature]
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Susan D. Rector
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[Printed Name]
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/s/
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THOMAS J. WOLF
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[Signature]
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Thomas J. Wolf
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[Printed Name]
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1.
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I have reviewed this Annual Report on Form 10-K for the fiscal year ended
December 31, 2015
, of Peoples Bancorp Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a.
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Date:
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February 25, 2016
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By:/s/
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CHARLES W. SULERZYSKI
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Charles W. Sulerzyski
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President and Chief Executive Officer
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1.
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I have reviewed this Annual Report on Form 10-K for the fiscal year ended
December 31, 2015
, of Peoples Bancorp Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a.
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Date:
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February 25, 2016
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By:/s/
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JOHN C. ROGERS
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John C. Rogers
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Executive Vice President,
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Chief Financial Officer and Treasurer
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the consolidated financial condition and results of operations of Peoples Bancorp and its subsidiaries.
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Date:
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February 25, 2016
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By:/s/
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CHARLES W. SULERZYSKI
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Charles W. Sulerzyski
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President and Chief Executive Officer
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Date:
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February 25, 2016
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By:/s/
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JOHN C. ROGERS
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John C. Rogers
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Executive Vice President,
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Chief Financial Officer and Treasurer
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