x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Large accelerated
filer
o
|
Accelerated filer
x
|
Non-accelerated filer
o
(Do not check if a smaller reporting company)
|
Smaller reporting company
o
|
Table of Contents
|
|
|
|
|
March 31,
2016 |
December 31,
2015 |
||||
(Dollars in thousands)
|
||||||
Assets
|
|
|
||||
Cash and due from banks
|
$
|
54,319
|
|
$
|
53,663
|
|
Interest-bearing deposits in other banks
|
8,977
|
|
17,452
|
|
||
Total cash and cash equivalents
|
63,296
|
|
71,115
|
|
||
Available-for-sale investment securities, at fair value (amortized cost of $785,544 at March 31, 2016 and $780,304 at December 31, 2015)
|
802,194
|
|
784,701
|
|
||
Held-to-maturity investment securities, at amortized cost (fair value of $46,202 at March 31, 2016 and $45,853 at December 31, 2015)
|
44,866
|
|
45,728
|
|
||
Other investment securities, at cost
|
38,402
|
|
38,401
|
|
||
Total investment securities
|
885,462
|
|
868,830
|
|
||
Loans, net of deferred fees and costs
|
2,105,115
|
|
2,072,440
|
|
||
Allowance for loan losses
|
(17,261
|
)
|
(16,779
|
)
|
||
Net loans
|
2,087,854
|
|
2,055,661
|
|
||
Loans held for sale
|
950
|
|
1,953
|
|
||
Bank premises and equipment, net
|
52,156
|
|
53,487
|
|
||
Goodwill
|
132,631
|
|
132,631
|
|
||
Other intangible assets
|
16,366
|
|
16,986
|
|
||
Other assets
|
56,214
|
|
58,307
|
|
||
Total assets
|
$
|
3,294,929
|
|
$
|
3,258,970
|
|
Liabilities
|
|
|
||||
Non-interest-bearing deposits
|
$
|
716,202
|
|
$
|
717,939
|
|
Interest-bearing deposits
|
1,870,881
|
|
1,818,005
|
|
||
Total deposits
|
2,587,083
|
|
2,535,944
|
|
||
Short-term borrowings
|
135,068
|
|
160,386
|
|
||
Long-term borrowings
|
113,188
|
|
113,670
|
|
||
Accrued expenses and other liabilities
|
31,104
|
|
29,181
|
|
||
Total liabilities
|
2,866,443
|
|
2,839,181
|
|
||
Stockholders’ equity
|
|
|
||||
Preferred stock, no par value, 50,000 shares authorized, no shares issued at March 31, 2016 and December 31, 2015
|
—
|
|
—
|
|
||
Common stock, no par value, 24,000,000 shares authorized, 18,934,185 shares issued at March 31, 2016 and 18,931,200 shares issued at December 31, 2015, including shares in treasury
|
343,504
|
|
343,948
|
|
||
Retained earnings
|
96,037
|
|
90,790
|
|
||
Accumulated other comprehensive income (loss), net of deferred income taxes
|
7,592
|
|
(359
|
)
|
||
Treasury stock, at cost, 831,018 shares at March 31, 2016 and 586,686 shares at December 31, 2015
|
(18,647
|
)
|
(14,590
|
)
|
||
Total stockholders’ equity
|
428,486
|
|
419,789
|
|
||
Total liabilities and stockholders’ equity
|
$
|
3,294,929
|
|
$
|
3,258,970
|
|
|
Three Months Ended
|
|||||
|
March 31,
|
|||||
(Dollars in thousands, except per share data)
|
2016
|
2015
|
||||
Interest income:
|
|
|
||||
Interest and fees on loans
|
$
|
22,966
|
|
$
|
19,160
|
|
Interest and dividends on taxable investment securities
|
4,681
|
|
4,363
|
|
||
Interest on tax-exempt investment securities
|
780
|
|
596
|
|
||
Other interest income
|
16
|
|
40
|
|
||
Total interest income
|
28,443
|
|
24,159
|
|
||
Interest expense:
|
|
|
||||
Interest on deposits
|
1,601
|
|
1,559
|
|
||
Interest on short-term borrowings
|
87
|
|
35
|
|
||
Interest on long-term borrowings
|
988
|
|
1,146
|
|
||
Total interest expense
|
2,676
|
|
2,740
|
|
||
Net interest income
|
25,767
|
|
21,419
|
|
||
Provision for loan losses
|
955
|
|
350
|
|
||
Net interest income after provision for loan losses
|
24,812
|
|
21,069
|
|
||
Other income:
|
|
|
||||
Insurance income
|
4,498
|
|
4,312
|
|
||
Deposit account service charges
|
2,603
|
|
2,295
|
|
||
Electronic banking income
|
2,535
|
|
1,980
|
|
||
Trust and investment income
|
2,382
|
|
2,047
|
|
||
Mortgage banking income
|
160
|
|
303
|
|
||
Net gain on investment securities
|
96
|
|
600
|
|
||
Net loss on asset disposals and other transactions
|
(31
|
)
|
(1,103
|
)
|
||
Other non-interest income
|
876
|
|
571
|
|
||
Total other income
|
13,119
|
|
11,005
|
|
||
Other expenses:
|
|
|
||||
Salaries and employee benefit costs
|
14,247
|
|
17,361
|
|
||
Net occupancy and equipment expense
|
2,884
|
|
2,295
|
|
||
Professional fees
|
1,459
|
|
2,447
|
|
||
Electronic banking expense
|
1,433
|
|
1,124
|
|
||
Amortization of other intangible assets
|
1,008
|
|
673
|
|
||
Data processing and software expense
|
749
|
|
735
|
|
||
Communication expense
|
628
|
|
502
|
|
||
FDIC insurance expense
|
617
|
|
424
|
|
||
Franchise tax expense
|
538
|
|
548
|
|
||
Marketing expense
|
398
|
|
645
|
|
||
Foreclosed real estate and other loan expenses
|
251
|
|
321
|
|
||
Other non-interest expense
|
2,070
|
|
5,839
|
|
||
Total other expenses
|
26,282
|
|
32,914
|
|
||
Income (loss) before income taxes
|
11,649
|
|
(840
|
)
|
||
Income tax expense (benefit)
|
3,654
|
|
(151
|
)
|
||
Net income (loss)
|
$
|
7,995
|
|
$
|
(689
|
)
|
Earnings (loss) per common share - basic
|
$
|
0.44
|
|
$
|
(0.04
|
)
|
Earnings (loss) per common share - diluted
|
$
|
0.44
|
|
$
|
(0.04
|
)
|
Weighted-average number of common shares outstanding - basic
|
18,071,746
|
|
15,802,334
|
|
||
Weighted-average number of common shares outstanding - diluted
|
18,194,990
|
|
15,930,235
|
|
||
Cash dividends declared
|
$
|
2,748
|
|
$
|
2,272
|
|
Cash dividends declared per common share
|
$
|
0.15
|
|
$
|
0.15
|
|
|
Three Months Ended
|
|||||
|
March 31,
|
|||||
(Dollars in thousands)
|
2016
|
2015
|
||||
Net income (loss)
|
$
|
7,995
|
|
$
|
(689
|
)
|
Other comprehensive income:
|
|
|
||||
Available-for-sale investment securities:
|
|
|
||||
Gross unrealized holding gain arising in the period
|
12,329
|
|
8,886
|
|
||
Related tax expense
|
(4,316
|
)
|
(3,111
|
)
|
||
Less: reclassification adjustment for net gain included in net income
|
96
|
|
600
|
|
||
Related tax expense
|
(34
|
)
|
(210
|
)
|
||
Net effect on other comprehensive income
|
7,951
|
|
5,385
|
|
||
Defined benefit plans:
|
|
|
||||
Net loss arising during the period
|
—
|
|
(26
|
)
|
||
Related tax benefit
|
—
|
|
9
|
|
||
Amortization of unrecognized loss and service cost on benefit plans
|
—
|
|
32
|
|
||
Related tax expense
|
—
|
|
(12
|
)
|
||
Recognition of loss due to settlement and curtailment
|
—
|
|
269
|
|
||
Related tax expense
|
—
|
|
(94
|
)
|
||
Net effect on other comprehensive income
|
—
|
|
178
|
|
||
Total other comprehensive income, net of tax expense
|
7,951
|
|
5,563
|
|
||
Total comprehensive income
|
$
|
15,946
|
|
$
|
4,874
|
|
|
|
|
Accumulated Other Comprehensive (Loss) Income
|
|
Total Stockholders' Equity
|
||||||||||
|
Common Shares
|
Retained Earnings
|
Treasury Stock
|
||||||||||||
(Dollars in thousands)
|
|||||||||||||||
Balance, December 31, 2015
|
$
|
343,948
|
|
$
|
90,790
|
|
$
|
(359
|
)
|
$
|
(14,590
|
)
|
$
|
419,789
|
|
Net income
|
—
|
|
7,995
|
|
—
|
|
—
|
|
7,995
|
|
|||||
Other comprehensive income, net of tax
|
—
|
|
—
|
|
7,951
|
|
—
|
|
7,951
|
|
|||||
Cash dividends declared
|
—
|
|
(2,748
|
)
|
—
|
|
—
|
|
(2,748
|
)
|
|||||
Reissuance of treasury stock for common share awards
|
(849
|
)
|
—
|
|
—
|
|
849
|
|
—
|
|
|||||
Tax expense from exercise of stock options
|
(3
|
)
|
—
|
|
—
|
|
—
|
|
(3
|
)
|
|||||
Reissuance of treasury stock for deferred compensation plan for Boards of Directors
|
—
|
|
—
|
|
—
|
|
165
|
|
165
|
|
|||||
Repurchase of common shares in connection with employee incentive and director compensation plans
|
—
|
|
—
|
|
—
|
|
(292
|
)
|
(292
|
)
|
|||||
Common shares repurchased under the share repurchase program
|
—
|
|
—
|
|
—
|
|
(4,965
|
)
|
(4,965
|
)
|
|||||
Common shares issued under dividend reinvestment plan
|
102
|
|
—
|
|
—
|
|
—
|
|
102
|
|
|||||
Common shares issued under compensation plan for Board of Directors
|
(18
|
)
|
—
|
|
—
|
|
76
|
|
58
|
|
|||||
Common shares issued under employee stock purchase plan
|
(14
|
)
|
—
|
|
—
|
|
110
|
|
96
|
|
|||||
Stock-based compensation expense
|
338
|
|
—
|
|
—
|
|
—
|
|
338
|
|
|||||
Balance, March 31, 2016
|
$
|
343,504
|
|
$
|
96,037
|
|
$
|
7,592
|
|
$
|
(18,647
|
)
|
$
|
428,486
|
|
|
Three Months Ended
|
|||||
|
March 31,
|
|||||
(Dollars in thousands)
|
2016
|
2015
|
||||
Net cash provided by (used in) operating activities
|
$
|
16,826
|
|
$
|
(5,884
|
)
|
Investing activities:
|
|
|
||||
Available-for-sale investment securities:
|
|
|
||||
Purchases
|
(35,810
|
)
|
(33,787
|
)
|
||
Proceeds from sales
|
981
|
|
42,803
|
|
||
Proceeds from principal payments, calls and prepayments
|
26,627
|
|
21,646
|
|
||
Held-to-maturity investment securities:
|
|
|
||||
Proceeds from principal payments
|
750
|
|
316
|
|
||
Net (increase) decrease in loans
|
(31,933
|
)
|
15,384
|
|
||
Net expenditures for premises and equipment
|
(2,660
|
)
|
(2,152
|
)
|
||
Proceeds from sales of other real estate owned
|
141
|
|
55
|
|
||
Business acquisitions, net of cash received
|
(244
|
)
|
103,597
|
|
||
Investment in limited partnership and tax credit funds
|
12
|
|
—
|
|
||
Net cash (used in) provided by investing activities
|
(42,136
|
)
|
147,862
|
|
||
Financing activities:
|
|
|
||||
Net (decrease) increase in non-interest-bearing deposits
|
(1,737
|
)
|
76,533
|
|
||
Net increase (decrease) in interest-bearing deposits
|
52,905
|
|
(57,900
|
)
|
||
Net (decrease) increase in short-term borrowings
|
(25,318
|
)
|
2,824
|
|
||
Payments on long-term borrowings
|
(460
|
)
|
(55,867
|
)
|
||
Cash dividends paid
|
(2,645
|
)
|
(2,149
|
)
|
||
Purchase of treasury stock under the share repurchase program
|
(4,965
|
)
|
—
|
|
||
Repurchase of common shares in connection with employee incentive and director compensation plans to be held as treasury stock
|
(292
|
)
|
(534
|
)
|
||
Proceeds from issuance of common shares
|
6
|
|
—
|
|
||
Excess tax (expense) benefit from share-based payments
|
(3
|
)
|
63
|
|
||
Net cash provided by (used in) financing activities
|
17,491
|
|
(37,030
|
)
|
||
Net (decrease) increase in cash and cash equivalents
|
(7,819
|
)
|
104,948
|
|
||
Cash and cash equivalents at beginning of period
|
71,115
|
|
61,454
|
|
||
Cash and cash equivalents at end of period
|
$
|
63,296
|
|
$
|
166,402
|
|
|
Effective January 1, 2019
|
|
As of March 31, 2016
|
||||||||
|
Stated Minimum Ratios
|
Fully Implemented Capital Conservation Buffer
|
Effective Minimum Ratios
|
|
Peoples
|
Peoples Bank
|
|||||
CET1
|
4.50
|
%
|
2.50
|
%
|
7.00
|
%
|
|
13.10
|
%
|
11.62
|
%
|
Tier 1 capital
|
6.00
|
%
|
2.50
|
%
|
8.50
|
%
|
|
13.41
|
%
|
12.53
|
%
|
Total capital
|
8.00
|
%
|
2.50
|
%
|
10.50
|
%
|
|
14.29
|
%
|
13.32
|
%
|
|
|
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
|
||||||||||||
March 31, 2016
|
|
|
|
|
||||||||
Obligations of:
|
|
|
|
|
||||||||
U.S. government sponsored agencies
|
$
|
2,004
|
|
$
|
—
|
|
$
|
2,004
|
|
$
|
—
|
|
States and political subdivisions
|
114,328
|
|
—
|
|
114,328
|
|
—
|
|
||||
Residential mortgage-backed securities
|
650,674
|
|
—
|
|
650,674
|
|
—
|
|
||||
Commercial mortgage-backed securities
|
24,258
|
|
—
|
|
24,258
|
|
—
|
|
||||
Bank-issued trust preferred securities
|
4,330
|
|
—
|
|
4,330
|
|
—
|
|
||||
Equity securities
|
6,600
|
|
6,386
|
|
214
|
|
—
|
|
||||
Total available-for-sale securities
|
$
|
802,194
|
|
$
|
6,386
|
|
$
|
795,808
|
|
$
|
—
|
|
December 31, 2015
|
|
|
|
|
||||||||
Obligations of:
|
|
|
|
|
||||||||
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
|
|
$
|
—
|
|
|
|
Fair Value at Reporting Date Using
|
||||||||||
(Dollars in thousands)
|
|
Quoted Prices in Active Markets for Identical Assets
|
Significant
Other
Observable
Inputs
|
Significant Unobservable Inputs
|
||||||||
Fair Value
|
(Level 1)
|
(Level 2)
|
(Level 3)
|
|||||||||
March 31, 2016
|
|
|
|
|
||||||||
Obligations of:
|
|
|
|
|
||||||||
States and political subdivisions
|
$
|
4,250
|
|
$
|
—
|
|
$
|
4,250
|
|
$
|
—
|
|
Residential mortgage-backed securities
|
35,921
|
|
—
|
|
35,921
|
|
—
|
|
||||
Commercial mortgage-backed securities
|
6,031
|
|
—
|
|
6,031
|
|
—
|
|
||||
Total held-to-maturity securities
|
$
|
46,202
|
|
$
|
—
|
|
$
|
46,202
|
|
$
|
—
|
|
December 31, 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
|
|
$
|
—
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||||||||
(Dollars in thousands)
|
Carrying Amount
|
Fair Value
|
|
Carrying Amount
|
Fair Value
|
||||||||
Financial assets:
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
63,296
|
|
$
|
63,296
|
|
|
$
|
71,115
|
|
$
|
71,115
|
|
Investment securities
|
885,462
|
|
886,798
|
|
|
868,830
|
|
868,955
|
|
||||
Loans
(1)
|
2,088,804
|
|
2,057,998
|
|
|
2,057,614
|
|
2,018,482
|
|
||||
Financial liabilities:
|
|
|
|
|
|
||||||||
Deposits
|
$
|
2,587,083
|
|
$
|
2,591,488
|
|
|
$
|
2,535,944
|
|
$
|
2,540,131
|
|
Short-term borrowings
|
135,068
|
|
135,068
|
|
|
160,386
|
|
160,386
|
|
||||
Long-term borrowings
|
113,188
|
|
118,190
|
|
|
113,670
|
|
117,299
|
|
(Dollars in thousands)
|
Amortized Cost
|
Gross Unrealized Gains
|
Gross Unrealized Losses
|
Fair Value
|
||||||||
March 31, 2016
|
|
|
|
|
||||||||
Obligations of:
|
|
|
|
|
||||||||
U.S. government sponsored agencies
|
$
|
1,944
|
|
$
|
60
|
|
$
|
—
|
|
$
|
2,004
|
|
States and political subdivisions
|
110,139
|
|
4,192
|
|
(3
|
)
|
114,328
|
|
||||
Residential mortgage-backed securities
|
642,835
|
|
10,293
|
|
(2,454
|
)
|
650,674
|
|
||||
Commercial mortgage-backed securities
|
23,668
|
|
590
|
|
—
|
|
24,258
|
|
||||
Bank-issued trust preferred securities
|
5,152
|
|
—
|
|
(822
|
)
|
4,330
|
|
||||
Equity securities
|
1,806
|
|
4,866
|
|
(72
|
)
|
6,600
|
|
||||
Total available-for-sale securities
|
$
|
785,544
|
|
$
|
20,001
|
|
$
|
(3,351
|
)
|
$
|
802,194
|
|
December 31, 2015
|
|
|
|
|
||||||||
Obligations of:
|
|
|
|
|
||||||||
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
|
|
|
Three Months Ended
|
|||||
|
March 31,
|
|||||
(Dollars in thousands)
|
2016
|
2015
|
||||
Gross gains realized
|
$
|
96
|
|
$
|
600
|
|
Gross losses realized
|
—
|
|
—
|
|
||
Net gain realized
|
$
|
96
|
|
$
|
600
|
|
|
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
|
||||||||||||||
March 31, 2016
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Obligations of:
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
States and political subdivisions
|
$
|
—
|
|
$
|
—
|
|
—
|
|
|
$
|
215
|
|
$
|
3
|
|
1
|
|
|
$
|
215
|
|
$
|
3
|
|
Residential mortgage-backed securities
|
69,140
|
|
415
|
|
17
|
|
|
116,130
|
|
2,039
|
|
36
|
|
|
185,270
|
|
2,454
|
|
||||||
Bank-issued trust preferred securities
|
1,991
|
|
163
|
|
1
|
|
|
2,339
|
|
659
|
|
3
|
|
|
4,330
|
|
822
|
|
||||||
Equity securities
|
20
|
|
2
|
|
1
|
|
|
106
|
|
70
|
|
1
|
|
|
126
|
|
72
|
|
||||||
Total
|
$
|
71,151
|
|
$
|
580
|
|
19
|
|
|
$
|
118,790
|
|
$
|
2,771
|
|
41
|
|
|
$
|
189,941
|
|
$
|
3,351
|
|
December 31, 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
|
|
(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
|
$
|
993
|
|
$
|
—
|
|
$
|
—
|
|
$
|
951
|
|
$
|
1,944
|
|
States and political subdivisions
|
239
|
|
12,322
|
|
30,930
|
|
66,648
|
|
110,139
|
|
|||||
Residential mortgage-backed securities
|
1
|
|
13,866
|
|
51,865
|
|
577,103
|
|
642,835
|
|
|||||
Commercial mortgage-backed securities
|
—
|
|
3,278
|
|
16,656
|
|
3,734
|
|
23,668
|
|
|||||
Bank-issued trust preferred securities
|
—
|
|
—
|
|
—
|
|
5,152
|
|
5,152
|
|
|||||
Equity securities
|
|
|
|
|
1,806
|
|
|||||||||
Total available-for-sale securities
|
$
|
1,233
|
|
$
|
29,466
|
|
$
|
99,451
|
|
$
|
653,588
|
|
$
|
785,544
|
|
Fair value
|
|
|
|
|
|
||||||||||
Obligations of:
|
|
|
|
|
|
||||||||||
U.S. government sponsored agencies
|
$
|
1,000
|
|
$
|
—
|
|
$
|
—
|
|
$
|
1,004
|
|
$
|
2,004
|
|
States and political subdivisions
|
245
|
|
12,728
|
|
31,981
|
|
69,374
|
|
114,328
|
|
|||||
Residential mortgage-backed securities
|
1
|
|
13,837
|
|
52,809
|
|
584,027
|
|
650,674
|
|
|||||
Commercial mortgage-backed securities
|
—
|
|
3,400
|
|
17,075
|
|
3,783
|
|
24,258
|
|
|||||
Bank-issued trust preferred securities
|
—
|
|
—
|
|
—
|
|
4,330
|
|
4,330
|
|
|||||
Equity securities
|
|
|
|
|
6,600
|
|
|||||||||
Total available-for-sale securities
|
$
|
1,246
|
|
$
|
29,965
|
|
$
|
101,865
|
|
$
|
662,518
|
|
$
|
802,194
|
|
Total weighted-average yield
|
1.96
|
%
|
3.12
|
%
|
3.34
|
%
|
2.74
|
%
|
2.83
|
%
|
(Dollars in thousands)
|
Amortized Cost
|
Gross Unrealized Gains
|
Gross Unrealized Losses
|
Fair Value
|
||||||||
March 31, 2016
|
|
|
|
|
||||||||
Obligations of:
|
|
|
|
|
||||||||
States and political subdivisions
|
$
|
3,828
|
|
$
|
422
|
|
$
|
—
|
|
$
|
4,250
|
|
Residential mortgage-backed securities
|
35,005
|
|
990
|
|
(74
|
)
|
35,921
|
|
||||
Commercial mortgage-backed securities
|
6,033
|
|
1
|
|
(3
|
)
|
6,031
|
|
||||
Total held-to-maturity securities
|
$
|
44,866
|
|
$
|
1,413
|
|
$
|
(77
|
)
|
$
|
46,202
|
|
December 31, 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
|
|
|
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
|
||||||||||||||
March 31, 2016
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Residential mortgage-backed securities
|
$
|
—
|
|
$
|
—
|
|
—
|
|
|
$
|
10,313
|
|
$
|
74
|
|
2
|
|
|
$
|
10,313
|
|
$
|
74
|
|
Commercial mortgage-backed securities
|
127
|
|
3
|
|
1
|
|
|
—
|
|
—
|
|
—
|
|
|
127
|
|
3
|
|
||||||
Total
|
$
|
127
|
|
$
|
3
|
|
1
|
|
|
$
|
10,313
|
|
$
|
74
|
|
2
|
|
|
$
|
10,440
|
|
$
|
77
|
|
December 31, 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
|
|
(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
|
$
|
—
|
|
$
|
323
|
|
$
|
976
|
|
$
|
2,529
|
|
$
|
3,828
|
|
Residential mortgage-backed securities
|
—
|
|
—
|
|
482
|
|
34,523
|
|
35,005
|
|
|||||
Commercial mortgage-backed securities
|
—
|
|
—
|
|
—
|
|
6,033
|
|
6,033
|
|
|||||
Total held-to-maturity securities
|
$
|
—
|
|
$
|
323
|
|
$
|
1,458
|
|
$
|
43,085
|
|
$
|
44,866
|
|
Fair value
|
|
|
|
|
|
||||||||||
Obligations of:
|
|
|
|
|
|
||||||||||
States and political subdivisions
|
$
|
—
|
|
$
|
332
|
|
$
|
1,116
|
|
$
|
2,802
|
|
$
|
4,250
|
|
Residential mortgage-backed securities
|
—
|
|
—
|
|
492
|
|
35,429
|
|
35,921
|
|
|||||
Commercial mortgage-backed securities
|
—
|
|
—
|
|
—
|
|
6,031
|
|
6,031
|
|
|||||
Total held-to-maturity securities
|
$
|
—
|
|
$
|
332
|
|
$
|
1,608
|
|
$
|
44,262
|
|
$
|
46,202
|
|
Total weighted-average yield
|
—
|
%
|
3.03
|
%
|
2.85
|
%
|
3.32
|
%
|
3.30
|
%
|
(Dollars in thousands)
|
March 31,
2016 |
December 31, 2015
|
||||
Originated loans:
|
|
|
||||
Commercial real estate, construction
|
$
|
69,499
|
|
$
|
63,785
|
|
Commercial real estate, other
|
471,998
|
|
471,184
|
|
||
Commercial real estate
|
541,497
|
|
534,969
|
|
||
Commercial and industrial
|
308,649
|
|
288,130
|
|
||
Residential real estate
|
302,512
|
|
288,783
|
|
||
Home equity lines of credit
|
76,959
|
|
74,176
|
|
||
Consumer
|
245,596
|
|
227,133
|
|
||
Deposit account overdrafts
|
2,083
|
|
1,448
|
|
||
Total originated loans
|
$
|
1,477,296
|
|
$
|
1,414,639
|
|
Acquired loans:
|
|
|
||||
Commercial real estate, construction
|
$
|
11,882
|
|
$
|
12,114
|
|
Commercial real estate, other
|
256,201
|
|
265,092
|
|
||
Commercial real estate
|
268,083
|
|
277,206
|
|
||
Commercial and industrial
|
59,161
|
|
63,589
|
|
||
Residential real estate
|
263,237
|
|
276,772
|
|
||
Home equity lines of credit
|
30,742
|
|
32,253
|
|
||
Consumer
|
6,596
|
|
7,981
|
|
||
Deposit account overdrafts
|
—
|
|
—
|
|
||
Total acquired loans
|
$
|
627,819
|
|
$
|
657,801
|
|
Loans, net of deferred fees and costs
|
$
|
2,105,115
|
|
$
|
2,072,440
|
|
(Dollars in thousands)
|
March 31,
2016 |
December 31,
2015 |
||||
Commercial real estate, other
|
$
|
16,636
|
|
$
|
16,893
|
|
Commercial and industrial
|
2,866
|
|
3,040
|
|
||
Residential real estate
|
26,210
|
|
27,155
|
|
||
Consumer
|
168
|
|
193
|
|
||
Total outstanding balance
|
$
|
45,880
|
|
$
|
47,281
|
|
Net carrying amount
|
$
|
33,637
|
|
$
|
35,064
|
|
(Dollars in thousands)
|
Accretable Yield
|
||
Balance, December 31, 2015
|
$
|
7,042
|
|
Reclassification from nonaccretable to accretable
|
1,916
|
|
|
Accretion
|
(491
|
)
|
|
Balance, March 31, 2016
|
$
|
8,467
|
|
|
Nonaccrual Loans
|
|
Loans 90+ Days Past Due and Accruing
|
||||||||||
(Dollars in thousands)
|
March 31,
2016 |
December 31,
2015 |
|
March 31,
2016 |
December 31,
2015 |
||||||||
Originated loans:
|
|
|
|
|
|
||||||||
Commercial real estate, construction
|
$
|
891
|
|
$
|
921
|
|
|
$
|
—
|
|
$
|
—
|
|
Commercial real estate, other
|
6,754
|
|
7,041
|
|
|
277
|
|
—
|
|
||||
Commercial real estate
|
7,645
|
|
7,962
|
|
|
277
|
|
—
|
|
||||
Commercial and industrial
|
461
|
|
480
|
|
|
1,401
|
|
680
|
|
||||
Residential real estate
|
3,082
|
|
3,057
|
|
|
104
|
|
169
|
|
||||
Home equity lines of credit
|
223
|
|
321
|
|
|
—
|
|
—
|
|
||||
Consumer
|
120
|
|
92
|
|
|
16
|
|
1
|
|
||||
Total originated loans
|
$
|
11,531
|
|
$
|
11,912
|
|
|
$
|
1,798
|
|
$
|
850
|
|
Acquired loans:
|
|
|
|
|
|
||||||||
Commercial real estate, construction
|
$
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
Commercial real estate, other
|
573
|
|
469
|
|
|
2,486
|
|
2,425
|
|
||||
Commercial real estate
|
573
|
|
469
|
|
|
2,486
|
|
2,425
|
|
||||
Commercial and industrial
|
413
|
|
247
|
|
|
673
|
|
1,306
|
|
||||
Residential real estate
|
906
|
|
798
|
|
|
1,603
|
|
1,353
|
|
||||
Home equity lines of credit
|
150
|
|
98
|
|
|
184
|
|
35
|
|
||||
Consumer
|
6
|
|
7
|
|
|
2
|
|
—
|
|
||||
Total acquired loans
|
$
|
2,048
|
|
$
|
1,619
|
|
|
$
|
4,948
|
|
$
|
5,119
|
|
Total loans
|
$
|
13,579
|
|
$
|
13,531
|
|
|
$
|
6,746
|
|
$
|
5,969
|
|
|
Loans Past Due
|
|
Current
Loans
|
Total
Loans
|
|||||||||||||||
(Dollars in thousands)
|
30 - 59 days
|
60 - 89 days
|
90 + Days
|
Total
|
|
||||||||||||||
March 31, 2016
|
|
|
|
|
|
|
|
||||||||||||
Originated loans:
|
|
|
|
|
|
|
|
||||||||||||
Commercial real estate, construction
|
$
|
891
|
|
$
|
—
|
|
$
|
—
|
|
$
|
891
|
|
|
$
|
68,608
|
|
$
|
69,499
|
|
Commercial real estate, other
|
789
|
|
7,065
|
|
631
|
|
8,485
|
|
|
463,513
|
|
471,998
|
|
||||||
Commercial real estate
|
1,680
|
|
7,065
|
|
631
|
|
9,376
|
|
|
532,121
|
|
541,497
|
|
||||||
Commercial and industrial
|
852
|
|
275
|
|
1,490
|
|
2,617
|
|
|
306,032
|
|
308,649
|
|
||||||
Residential real estate
|
2,975
|
|
1,063
|
|
1,094
|
|
5,132
|
|
|
297,380
|
|
302,512
|
|
||||||
Home equity lines of credit
|
84
|
|
147
|
|
58
|
|
289
|
|
|
76,670
|
|
76,959
|
|
||||||
Consumer
|
943
|
|
204
|
|
46
|
|
1,193
|
|
|
244,403
|
|
245,596
|
|
||||||
Deposit account overdrafts
|
—
|
|
—
|
|
—
|
|
—
|
|
|
2,083
|
|
2,083
|
|
||||||
Total originated loans
|
$
|
6,534
|
|
$
|
8,754
|
|
$
|
3,319
|
|
$
|
18,607
|
|
|
$
|
1,458,689
|
|
$
|
1,477,296
|
|
Acquired loans:
|
|
|
|
|
|
|
|
||||||||||||
Commercial real estate, construction
|
$
|
95
|
|
$
|
—
|
|
$
|
40
|
|
$
|
135
|
|
|
$
|
11,747
|
|
$
|
11,882
|
|
Commercial real estate, other
|
618
|
|
206
|
|
2,961
|
|
3,785
|
|
|
252,416
|
|
256,201
|
|
||||||
Commercial real estate
|
713
|
|
206
|
|
3,001
|
|
3,920
|
|
|
264,163
|
|
268,083
|
|
||||||
Commercial and industrial
|
70
|
|
115
|
|
954
|
|
1,139
|
|
|
58,022
|
|
59,161
|
|
||||||
Residential real estate
|
6,278
|
|
699
|
|
2,080
|
|
9,057
|
|
|
254,180
|
|
263,237
|
|
||||||
Home equity lines of credit
|
81
|
|
—
|
|
296
|
|
377
|
|
|
30,365
|
|
30,742
|
|
||||||
Consumer
|
31
|
|
9
|
|
2
|
|
42
|
|
|
6,554
|
|
6,596
|
|
||||||
Deposit account overdrafts
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
||||||
Total acquired loans
|
$
|
7,173
|
|
$
|
1,029
|
|
$
|
6,333
|
|
$
|
14,535
|
|
|
$
|
613,284
|
|
$
|
627,819
|
|
Total loans
|
$
|
13,707
|
|
$
|
9,783
|
|
$
|
9,652
|
|
$
|
33,142
|
|
|
$
|
2,071,973
|
|
$
|
2,105,115
|
|
December 31, 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
|
|
|
Pass Rated
(Grades 1 - 4)
|
Watch
(Grade 5)
|
Substandard
(Grade 6)
|
Doubtful (Grade 7)
|
Not
Rated
|
Total
Loans
|
||||||||||||
(Dollars in thousands)
|
||||||||||||||||||
March 31, 2016
|
|
|
|
|
|
|
||||||||||||
Originated loans:
|
|
|
|
|
|
|
||||||||||||
Commercial real estate, construction
|
$
|
67,813
|
|
$
|
—
|
|
$
|
891
|
|
$
|
—
|
|
$
|
795
|
|
$
|
69,499
|
|
Commercial real estate, other
|
442,631
|
|
13,209
|
|
16,158
|
|
—
|
|
—
|
|
471,998
|
|
||||||
Commercial real estate
|
510,444
|
|
13,209
|
|
17,049
|
|
—
|
|
795
|
|
541,497
|
|
||||||
Commercial and industrial
|
269,170
|
|
32,857
|
|
6,618
|
|
—
|
|
4
|
|
308,649
|
|
||||||
Residential real estate
|
21,766
|
|
1,176
|
|
12,184
|
|
200
|
|
267,186
|
|
302,512
|
|
||||||
Home equity lines of credit
|
780
|
|
—
|
|
170
|
|
—
|
|
76,009
|
|
76,959
|
|
||||||
Consumer
|
215
|
|
—
|
|
2
|
|
—
|
|
245,379
|
|
245,596
|
|
||||||
Deposit account overdrafts
|
—
|
|
—
|
|
—
|
|
—
|
|
2,083
|
|
2,083
|
|
||||||
Total originated loans
|
$
|
802,375
|
|
$
|
47,242
|
|
$
|
36,023
|
|
$
|
200
|
|
$
|
591,456
|
|
$
|
1,477,296
|
|
Acquired loans:
|
|
|
|
|
|
|
||||||||||||
Commercial real estate, construction
|
$
|
11,882
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
11,882
|
|
Commercial real estate, other
|
224,941
|
|
13,924
|
|
17,262
|
|
74
|
|
—
|
|
256,201
|
|
||||||
Commercial real estate
|
236,823
|
|
13,924
|
|
17,262
|
|
74
|
|
—
|
|
268,083
|
|
||||||
Commercial and industrial
|
56,978
|
|
123
|
|
1,732
|
|
328
|
|
—
|
|
59,161
|
|
||||||
Residential real estate
|
18,596
|
|
670
|
|
1,790
|
|
—
|
|
242,181
|
|
263,237
|
|
||||||
Home equity lines of credit
|
322
|
|
—
|
|
—
|
|
—
|
|
30,420
|
|
30,742
|
|
||||||
Consumer
|
236
|
|
—
|
|
—
|
|
—
|
|
6,360
|
|
6,596
|
|
||||||
Deposit account overdrafts
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Total acquired loans
|
$
|
312,955
|
|
$
|
14,717
|
|
$
|
20,784
|
|
$
|
402
|
|
$
|
278,961
|
|
$
|
627,819
|
|
Total loans
|
$
|
1,115,330
|
|
$
|
61,959
|
|
$
|
56,807
|
|
$
|
602
|
|
$
|
870,417
|
|
$
|
2,105,115
|
|
December 31, 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
|
|
|
Unpaid
Principal
Balance
|
Recorded Investment
|
Total
Recorded
Investment
|
|
Average
Recorded
Investment
|
Interest
Income
Recognized
|
|||||||||||||||
|
With
Allowance
|
Without
Allowance
|
Related
Allowance
|
||||||||||||||||||
(Dollars in thousands)
|
|||||||||||||||||||||
March 31, 2016
|
|
|
|
|
|
|
|
||||||||||||||
Commercial real estate, construction
|
$
|
945
|
|
$
|
—
|
|
$
|
935
|
|
$
|
935
|
|
$
|
—
|
|
$
|
946
|
|
$
|
1
|
|
Commercial real estate, other
|
24,586
|
|
6,508
|
|
14,482
|
|
20,990
|
|
1,294
|
|
21,035
|
|
235
|
|
|||||||
Commercial real estate
|
$
|
25,531
|
|
$
|
6,508
|
|
$
|
15,417
|
|
$
|
21,925
|
|
$
|
1,294
|
|
$
|
21,981
|
|
$
|
236
|
|
Commercial and industrial
|
5,106
|
|
2,036
|
|
1,424
|
|
3,460
|
|
453
|
|
3,376
|
|
51
|
|
|||||||
Residential real estate
|
32,777
|
|
367
|
|
30,148
|
|
30,515
|
|
103
|
|
29,604
|
|
385
|
|
|||||||
Home equity lines of credit
|
1,024
|
|
—
|
|
1,017
|
|
1,017
|
|
—
|
|
718
|
|
12
|
|
|||||||
Consumer
|
464
|
|
—
|
|
376
|
|
376
|
|
—
|
|
322
|
|
8
|
|
|||||||
Total
|
$
|
64,902
|
|
$
|
8,911
|
|
$
|
48,382
|
|
$
|
57,293
|
|
$
|
1,850
|
|
$
|
56,001
|
|
$
|
692
|
|
December 31, 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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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, 2016
|
$
|
7,076
|
|
$
|
5,382
|
|
$
|
1,257
|
|
$
|
732
|
|
$
|
1,971
|
|
$
|
121
|
|
$
|
16,539
|
|
Charge-offs
|
—
|
|
(1,012
|
)
|
(150
|
)
|
(10
|
)
|
(622
|
)
|
(163
|
)
|
(1,957
|
)
|
|||||||
Recoveries
|
1,164
|
|
—
|
|
29
|
|
7
|
|
260
|
|
70
|
|
1,530
|
|
|||||||
Net recoveries (charge-offs)
|
1,164
|
|
(1,012
|
)
|
(121
|
)
|
(3
|
)
|
(362
|
)
|
(93
|
)
|
(427
|
)
|
|||||||
(Recovery of) provision for loan losses
|
(748
|
)
|
925
|
|
122
|
|
4
|
|
547
|
|
97
|
|
947
|
|
|||||||
Balance, March 31, 2016
|
$
|
7,492
|
|
$
|
5,295
|
|
$
|
1,258
|
|
$
|
733
|
|
$
|
2,156
|
|
$
|
125
|
|
$
|
17,059
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Period-end amount allocated to:
|
|
|
|
|
|
|
|||||||||||||||
Loans individually evaluated for impairment
|
$
|
1,294
|
|
$
|
453
|
|
$
|
103
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
1,850
|
|
Loans collectively evaluated for impairment
|
6,198
|
|
4,842
|
|
1,155
|
|
733
|
|
2,156
|
|
125
|
|
15,209
|
|
|||||||
Ending balance
|
$
|
7,492
|
|
$
|
5,295
|
|
$
|
1,258
|
|
$
|
733
|
|
$
|
2,156
|
|
$
|
125
|
|
$
|
17,059
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance, January 1, 2015
|
$
|
9,825
|
|
$
|
4,036
|
|
$
|
1,627
|
|
$
|
694
|
|
$
|
1,587
|
|
$
|
112
|
|
$
|
17,881
|
|
Charge-offs
|
(10
|
)
|
—
|
|
(186
|
)
|
(58
|
)
|
(187
|
)
|
(143
|
)
|
(584
|
)
|
|||||||
Recoveries
|
55
|
|
13
|
|
115
|
|
15
|
|
186
|
|
58
|
|
442
|
|
|||||||
Net recoveries (charge-offs)
|
45
|
|
13
|
|
(71
|
)
|
(43
|
)
|
(1
|
)
|
(85
|
)
|
(142
|
)
|
|||||||
(Recovery of) provision for loan losses
|
(796
|
)
|
1,059
|
|
4
|
|
57
|
|
(74
|
)
|
100
|
|
350
|
|
|||||||
Balance, March 31, 2015
|
$
|
9,074
|
|
$
|
5,108
|
|
$
|
1,560
|
|
$
|
708
|
|
$
|
1,512
|
|
$
|
127
|
|
$
|
18,089
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Period-end amount allocated to:
|
|
|
|
|
|
|
|||||||||||||||
Loans individually evaluated for impairment
|
$
|
189
|
|
$
|
527
|
|
$
|
9
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
725
|
|
Loans collectively evaluated for impairment
|
8,885
|
|
4,581
|
|
1,551
|
|
708
|
|
1,512
|
|
127
|
|
17,364
|
|
|||||||
Ending balance
|
$
|
9,074
|
|
$
|
5,108
|
|
$
|
1,560
|
|
$
|
708
|
|
$
|
1,512
|
|
$
|
127
|
|
$
|
18,089
|
|
|
Three Months Ended
|
|||||
(Dollars in thousands)
|
March 31, 2016
|
|
March 31, 2015
|
|
||
Purchased credit impaired loans:
|
|
|
||||
Balance, January 1
|
$
|
240
|
|
$
|
—
|
|
Charge-offs
|
(46
|
)
|
—
|
|
||
Recoveries
|
—
|
|
—
|
|
||
Net charge-offs
|
(46
|
)
|
—
|
|
||
Provision for loan losses
|
8
|
|
—
|
|
||
Balance, March 31
|
$
|
202
|
|
$
|
—
|
|
|
March 31, 2016
|
December 31, 2015
|
||||||||
(Dollars in thousands)
|
Balance
|
Weighted-
Average Rate |
Balance
|
Weighted-
Average Rate |
||||||
FHLB putable, non-amortizing, fixed-rate advances
|
$
|
50,000
|
|
3.32
|
%
|
$
|
50,000
|
|
3.32
|
%
|
FHLB amortizing, fixed-rate advances
|
16,474
|
|
2.69
|
%
|
16,934
|
|
2.69
|
%
|
||
Callable national market repurchase agreements
|
40,000
|
|
3.63
|
%
|
40,000
|
|
3.63
|
%
|
||
Junior subordinated debt securities
|
6,783
|
|
2.14
|
%
|
6,736
|
|
1.83
|
%
|
||
Unamortized debt issuance costs
|
(69
|
)
|
—
|
%
|
—
|
|
—
|
%
|
||
Total long-term borrowings
|
$
|
113,188
|
|
3.27
|
%
|
$
|
113,670
|
|
3.25
|
%
|
(Dollars in thousands)
|
Balance
|
Weighted-Average Rate
|
|||
Nine months ending December 31, 2016
|
$
|
2,514
|
|
2.31
|
%
|
Year ending December 31, 2017
|
2,307
|
|
2.45
|
%
|
|
Year ending December 31, 2018
|
82,367
|
|
3.47
|
%
|
|
Year ending December 31, 2019
|
1,422
|
|
2.57
|
%
|
|
Year ending December 31, 2020
|
3,901
|
|
3.35
|
%
|
|
Thereafter
|
20,677
|
|
2.70
|
%
|
|
Total long-term borrowings
|
$
|
113,188
|
|
3.27
|
%
|
|
Common Shares
|
Treasury
Stock
|
||
Shares at December 31, 2015
|
18,931,200
|
|
586,686
|
|
Changes related to stock-based compensation awards:
|
|
|
||
Release of restricted common shares
|
—
|
|
13,771
|
|
Cancellation of restricted common shares
|
(2,810
|
)
|
—
|
|
Grant of restricted common shares
|
—
|
|
(35,500
|
)
|
Changes related to deferred compensation plan for Boards of Directors:
|
|
|
||
Purchase of treasury stock
|
—
|
|
2,946
|
|
Reissuance of treasury stock
|
—
|
|
(8,531
|
)
|
Common shares repurchased under the share repurchase program
|
—
|
|
279,770
|
|
Common shares issued under dividend reinvestment plan
|
5,795
|
|
—
|
|
Common shares issued under compensation plan for Board of Directors
|
—
|
|
(3,196
|
)
|
Common shares issued under employee stock purchase plan
|
—
|
|
(4,928
|
)
|
Shares at March 31, 2016
|
18,934,185
|
|
831,018
|
|
(Dollars in thousands)
|
Unrealized Gain on Securities
|
Unrecognized Net Pension and Postretirement Costs
|
Accumulated Other Comprehensive (Loss) Income
|
||||||
Balance, December 31, 2015
|
$
|
2,869
|
|
$
|
(3,228
|
)
|
$
|
(359
|
)
|
Reclassification adjustments to net income:
|
|
|
|
|
|||||
Realized gain on sale of securities, net of tax
|
(62
|
)
|
—
|
|
(62
|
)
|
|||
Other comprehensive income, net of reclassifications and tax
|
8,013
|
|
—
|
|
8,013
|
|
|||
Balance, March 31, 2016
|
$
|
10,820
|
|
$
|
(3,228
|
)
|
$
|
7,592
|
|
|
Pension Benefits
|
|||||
|
Three Months Ended
|
|||||
|
March 31,
|
|||||
(Dollars in thousands)
|
2016
|
2015
|
||||
Interest cost
|
$
|
110
|
|
$
|
115
|
|
Expected return on plan assets
|
(100
|
)
|
(130
|
)
|
||
Amortization of net loss
|
—
|
|
33
|
|
||
Settlement of benefit obligation
|
—
|
|
269
|
|
||
Net periodic cost
|
$
|
10
|
|
$
|
287
|
|
|
Postretirement Benefits
|
|||||
|
Three Months Ended
|
|||||
|
March 31,
|
|||||
(Dollars in thousands)
|
2016
|
2015
|
||||
Interest cost
|
$
|
1
|
|
$
|
1
|
|
Amortization of net gain
|
(1
|
)
|
(1
|
)
|
||
Net periodic benefit
|
$
|
—
|
|
$
|
—
|
|
|
Three Months Ended
|
|||||
|
March 31,
|
|||||
(Dollars in thousands, except per share data)
|
2016
|
2015
|
||||
Distributed earnings allocated to common shareholders
|
$
|
2,740
|
|
$
|
2,243
|
|
Undistributed earnings (loss) allocated to common shareholders
|
5,255
|
|
(2,941
|
)
|
||
Net earnings (loss) allocated to common shareholders
|
$
|
7,995
|
|
$
|
(698
|
)
|
|
|
|
||||
Weighted-average common shares outstanding
|
18,071,746
|
|
15,802,334
|
|
||
Effect of potentially dilutive common shares
|
123,244
|
|
127,901
|
|
||
Total weighted-average diluted common shares outstanding
|
18,194,990
|
|
15,930,235
|
|
||
|
|
|
||||
Earnings (loss) per common share:
|
|
|
||||
Basic
|
$
|
0.44
|
|
$
|
(0.04
|
)
|
Diluted
|
$
|
0.44
|
|
$
|
(0.04
|
)
|
|
|
|
||||
Anti-dilutive shares excluded from calculation:
|
|
|
||||
Stock options and SARs
|
32,806
|
|
42,584
|
|
|
|
Number of Common Shares Subject to Options
|
|
Weighted-Average Exercise Price
|
|
Weighted-Average Remaining Contractual Life
|
|
Aggregate Intrinsic Value
|
|||||
Outstanding at January 1
|
|
20,310
|
|
|
$
|
28.83
|
|
|
|
|
|
||
Expired
|
|
10,310
|
|
|
28.25
|
|
|
|
|
|
|||
Outstanding at March 31
|
|
10,000
|
|
|
$
|
29.43
|
|
|
0.2 years
|
|
$
|
—
|
|
Exercisable at March 31
|
|
10,000
|
|
|
$
|
29.43
|
|
|
0.2 years
|
|
$
|
—
|
|
|
|
Number of Common Shares Subject to SARs
|
|
Weighted-
Average
Exercise
Price
|
|
Weighted-Average Remaining Contractual Life
|
|
Aggregate Intrinsic
Value
|
|||||
Outstanding at January 1
|
|
17,748
|
|
|
$
|
25.86
|
|
|
|
|
|
||
Forfeited
|
|
779
|
|
|
26.44
|
|
|
|
|
|
|||
Outstanding at March 31
|
|
16,969
|
|
|
$
|
25.79
|
|
|
1.3 years
|
|
$
|
—
|
|
Exercisable at March 31
|
|
16,969
|
|
|
$
|
25.79
|
|
|
1.3 years
|
|
$
|
—
|
|
Exercise Price
|
Number of Common Shares Subject to SARs Outstanding & Exercisable
|
Weighted-
Average Remaining Contractual
Life
|
|
$23.26
|
2,000
|
|
1.3 years
|
$23.77
|
8,541
|
|
1.7 years
|
$29.25
|
6,428
|
|
0.8 years
|
Total
|
16,969
|
|
1.3 years
|
|
Time-Based Vesting
|
|
Performance-Based 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
|
30,734
|
|
$
|
21.76
|
|
|
158,763
|
|
$
|
22.86
|
|
Awarded
|
—
|
|
—
|
|
|
35,500
|
|
17.86
|
|
||
Released
|
—
|
|
—
|
|
|
41,028
|
|
21.74
|
|
||
Forfeited
|
2,000
|
|
21.92
|
|
|
810
|
|
23.44
|
|
||
Outstanding at March 31
|
28,734
|
|
$
|
21.75
|
|
|
152,425
|
|
$
|
21.99
|
|
|
Three Months Ended
|
|||||
|
March 31,
|
|||||
(Dollars in thousands)
|
2016
|
2015
|
||||
Total stock-based compensation
|
$
|
338
|
|
$
|
565
|
|
Recognized tax benefit
|
(118
|
)
|
(198
|
)
|
||
Net expense recognized
|
$
|
220
|
|
$
|
367
|
|
|
At or For the Three Months Ended
|
|||||
|
March 31,
|
|||||
|
2016
|
2015
|
||||
SIGNIFICANT RATIOS (a)
|
|
|
||||
Return on average stockholders' equity
|
7.59
|
%
|
(0.78
|
)%
|
||
Return on average assets
|
0.98
|
%
|
(0.10
|
)%
|
||
Net interest margin
|
3.53
|
%
|
3.46
|
%
|
||
Efficiency ratio (b)(d)
|
64.26
|
%
|
96.72
|
%
|
||
Pre-provision net revenue to total average assets (e)
|
1.54
|
%
|
—
|
%
|
||
Average stockholders' equity to average assets
|
12.94
|
%
|
12.97
|
%
|
||
Average loans to average deposits
|
81.43
|
%
|
81.70
|
%
|
||
Investment securities as percentage of total assets
|
26.87
|
%
|
25.97
|
%
|
||
Dividend payout ratio
|
34.37
|
%
|
N/A
|
|
||
ASSET QUALITY RATIOS (a)
|
|
|
||||
Nonperforming loans as a percent of total loans (c)(f)
|
0.97
|
%
|
0.60
|
%
|
||
Nonperforming assets as a percent of total assets (c)(f)
|
0.64
|
%
|
0.42
|
%
|
||
Nonperforming assets as a percent of total loans and other real estate owned (c)(f)
|
1.00
|
%
|
0.68
|
%
|
||
Allowance for loan losses as a percent of originated loans, net of deferred fees and costs (c)(g)
|
1.17
|
%
|
1.48
|
%
|
||
Allowance for loan losses as a percent of nonperforming loans (c)(f)
|
84.92
|
%
|
149.96
|
%
|
||
Provision for loan losses as a percent of average total loans
|
0.18
|
%
|
0.08
|
%
|
||
Net charge-offs as a percentage of average total loans (annualized)
|
0.09
|
%
|
0.03
|
%
|
||
CAPITAL RATIOS (a)
|
|
|
|
|||
Common Equity Tier 1 risk-based capital (g)
|
13.10
|
%
|
13.78
|
%
|
||
Tier 1
|
13.41
|
%
|
14.10
|
%
|
||
Total (Tier 1 and Tier 2)
|
14.29
|
%
|
15.04
|
%
|
||
Tier 1 leverage
|
9.45
|
%
|
11.30
|
%
|
||
Tangible equity to tangible assets (b)
|
8.88
|
%
|
8.61
|
%
|
||
PER COMMON SHARE DATA (a)
|
|
|
||||
Earnings (loss) per common share – basic
|
$
|
0.44
|
|
$
|
(0.04
|
)
|
Earnings (loss) per common share – diluted
|
0.44
|
|
(0.04
|
)
|
||
Cash dividends declared per common share
|
0.15
|
|
0.15
|
|
||
Book value per common share (c)
|
23.60
|
|
22.82
|
|
||
Tangible book value per common share (b)(c)
|
$
|
15.39
|
|
$
|
14.53
|
|
Weighted-average number of common shares outstanding – basic
|
18,071,746
|
|
15,802,334
|
|
||
Weighted-average number of common shares outstanding – diluted
|
18,194,990
|
|
15,930,235
|
|
||
Common shares outstanding at end of period
|
18,157,932
|
|
18,374,256
|
|
(a)
|
Reflects the impact of the acquisition of NB&T beginning March 6, 2015.
|
(b)
|
These amounts represent non-GAAP financial measures since they exclude intangible asset amortization, and net gains or losses on security transactions, debt extinguishment, loans held-for-sale and other real estate owned and other assets and uses fully tax-equivalent net interest income. Additional information regarding the calculation of these measures can be found under the caption “Capital/Stockholders’ Equity”.
|
(c)
|
Data presented as of the end of the period indicated.
|
(d)
|
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 non-GAAP financial measures can be found under the caption “Efficiency Ratio”.
|
(e)
|
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 under the caption “Pre-Provision Net Revenue”.
|
(f)
|
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.
|
(g)
|
Peoples' capital conservation buffer was
6.29%
at March 31, 2016, compared to 2.50% for the fully phased-in capital conservation buffer by January 1, 2019.
|
(1)
|
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 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 United States ("U.S.") government and the Board of Governors of the Federal Reserve System (the "Federal Reserve Board"), which may adversely impact interest rates, interest margins and interest rate sensitivity;
|
(7)
|
changes in prepayment speeds, loan originations, levels of nonperforming 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 the 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 governmental and regulatory agencies in the State of Ohio, the Federal Deposit Insurance Corporation, the Office of the Comptroller of the Currency, the Federal Reserve Board and the Consumer Financial Protection Bureau, 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 Wall Street Reform and Consumer Protection Act of 2010;
|
(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 Securities and Exchange Commission (the "SEC"), including those risk factors included in the disclosures under the heading "ITEM 1A. RISK FACTORS" of Peoples’ Annual Report on Form 10-K for the fiscal year ended December 31,
2015
("Peoples' 2015 Form 10-K").
|
◦
|
In the fourth quarter of 2016, Peoples will be converting its core banking systems. Peoples anticipates one-time costs associated with the conversion of approximately $1.2 million. The costs will be recorded in each of the remaining quarters of 2016, with a significant majority in the third and fourth quarters. The conversion will support Peoples' future growth, and will provide efficiencies for our back-office area.
|
◦
|
Effective March 2, 2016, Peoples terminated the U.S. Bank Loan Agreement dated as of December 18, 2012, as amended. As of the termination date, Peoples had no outstanding borrowings under the U.S. Bank Loan Agreement. Peoples paid an immaterial non-usage fee in connection with the termination of the U.S. Bank Loan Agreement.
|
◦
|
On March 4, 2016, Peoples entered into a Credit Agreement, (the "RBJ Credit Agreement") with Raymond James Bank, N.A., which provides Peoples with a revolving line of credit in the maximum aggregate principal amount of $15 million, for the purpose of: (i) to the extent that any amounts remained outstanding, paying off the $15 million revolving line of credit to Peoples pursuant to the U.S. Bank Loan Agreement; (ii) making acquisitions; (iii) making stock repurchases; (iv) working capital needs; and (v) other general corporate purposes. On March 4, 2016, Peoples paid fees of
$70,600
, representing
0.47%
of the loan commitment under the RJB Credit Agreement.
|
◦
|
On January 6, 2016, Peoples Bank acquired a small financial advisory book of business in Marietta, Ohio for total cash consideration of $0.5 million, and recorded $0.5 million of customer relationship intangibles. The acquisition did not materially impact Peoples' financial position, results of operations or cash flows.
|
◦
|
On July 24, 2015, Peoples repaid the $12.0 million term loan then outstanding under the U.S. Bank Loan Agreement. There were no early termination fees associated with the repayment. The revolving credit loan commitment available under the U.S. Bank Loan Agreement remained outstanding until the March 2, 2016 termination date of the U.S. Bank Loan Agreement.
|
◦
|
At the close of business on March 6, 2015, Peoples completed the acquisition of NB&T and the 22 full-service offices of its subsidiary, The National Bank and Trust Company, in southwestern Ohio. Under the terms of the merger agreement, Peoples paid 0.9319 in Peoples' common shares and $7.75 in cash for each common share of NB&T, or total consideration of $102.7 million. The acquisition added $384.6 million of loans and $629.5 million of deposits at the acquisition date, after preliminary acquisition accounting adjustments.
|
◦
|
The first quarter of 2015, contained $9.0 million of non-core acquisition expenses, which included $4.0 million of salaries and employee benefit costs, $3.6 million of other non-interest expense, and $1.4 million of professional fees.
|
◦
|
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 its 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.
|
◦
|
For the first time in nine years, the Federal Reserve Board raised the Federal Funds Rate at the Federal Open Market Committee meeting in December of 2015. The Federal Funds Rate was increased 25 basis points to a range of 0.25% to 0.50%. The Federal Reserve Board also raised the Discount Rate from 0.75% to 1.00%. The Federal Reserve Board has indicated that these short-term rates could possibly again be raised in 2016.
|
|
For the Three Months Ended
|
|||||||||||||||||||||||||
|
March 31, 2016
|
|
December 31, 2015
|
|
March 31, 2015
|
|||||||||||||||||||||
(
Dollars in thousands)
|
Average Balance
|
Income/ Expense
|
Yield/Cost
|
|
Average Balance
|
Income/ Expense
|
Yield/Cost
|
|
Average Balance
|
Income/ Expense
|
Yield/Cost
|
|||||||||||||||
Short-term investments
|
$
|
12,436
|
|
$
|
16
|
|
0.52
|
%
|
|
$
|
12,840
|
|
$
|
8
|
|
0.25
|
%
|
|
$
|
62,858
|
|
$
|
37
|
|
0.23
|
%
|
Long-term investments
|
—
|
|
—
|
|
—
|
%
|
|
1,096
|
|
2
|
|
0.72
|
%
|
|
1,345
|
|
3
|
|
0.90
|
%
|
||||||
Investment Securities (1)(2):
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Taxable
|
763,136
|
|
4,726
|
|
2.48
|
%
|
|
768,355
|
|
4,696
|
|
2.44
|
%
|
|
673,949
|
|
4,407
|
|
2.62
|
%
|
||||||
Nontaxable
|
112,508
|
|
1,200
|
|
4.27
|
%
|
|
112,583
|
|
1,215
|
|
4.32
|
%
|
|
84,313
|
|
917
|
|
4.35
|
%
|
||||||
Total investment securities
|
875,644
|
|
5,926
|
|
2.71
|
%
|
|
880,938
|
|
5,911
|
|
2.68
|
%
|
|
758,262
|
|
5,324
|
|
2.81
|
%
|
||||||
Loans (2)(3):
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Commercial real estate, construction
|
80,202
|
|
781
|
|
3.86
|
%
|
|
82,426
|
|
843
|
|
4.00
|
%
|
|
45,224
|
|
488
|
|
4.32
|
%
|
||||||
Commercial real estate, other
|
736,036
|
|
8,492
|
|
4.58
|
%
|
|
714,231
|
|
8,115
|
|
4.45
|
%
|
|
599,432
|
|
6,994
|
|
4.66
|
%
|
||||||
Commercial and industrial
|
356,375
|
|
3,695
|
|
4.11
|
%
|
|
353,471
|
|
3,863
|
|
4.28
|
%
|
|
293,777
|
|
3,196
|
|
4.35
|
%
|
||||||
Residential real estate (4)
|
565,514
|
|
6,166
|
|
4.36
|
%
|
|
570,716
|
|
6,320
|
|
4.43
|
%
|
|
504,354
|
|
5,595
|
|
4.44
|
%
|
||||||
Home equity lines of credit
|
106,968
|
|
1,190
|
|
4.49
|
%
|
|
106,223
|
|
1,208
|
|
4.51
|
%
|
|
85,592
|
|
855
|
|
4.05
|
%
|
||||||
Consumer
|
246,644
|
|
2,685
|
|
4.39
|
%
|
|
233,201
|
|
2,675
|
|
4.55
|
%
|
|
188,395
|
|
2,076
|
|
4.47
|
%
|
||||||
Total loans
|
2,091,739
|
|
23,009
|
|
4.38
|
%
|
|
2,060,268
|
|
23,024
|
|
4.41
|
%
|
|
1,716,774
|
|
19,204
|
|
4.48
|
%
|
||||||
Less: Allowance for loan losses
|
(16,845
|
)
|
|
|
|
(22,867
|
)
|
|
|
|
(17,888
|
)
|
|
|
||||||||||||
Net loans
|
2,074,894
|
|
23,009
|
|
4.42
|
%
|
|
2,037,401
|
|
23,024
|
|
4.46
|
%
|
|
1,698,886
|
|
19,204
|
|
4.53
|
%
|
||||||
Total earning assets
|
2,962,974
|
|
28,951
|
|
3.90
|
%
|
|
2,932,275
|
|
28,945
|
|
3.91
|
%
|
|
2,521,351
|
|
24,568
|
|
3.90
|
%
|
||||||
Intangible assets
|
149,528
|
|
|
|
|
150,717
|
|
|
|
|
121,556
|
|
|
|
||||||||||||
Other assets
|
160,133
|
|
|
|
|
157,612
|
|
|
|
|
121,330
|
|
|
|
||||||||||||
Total assets
|
$
|
3,272,635
|
|
|
|
|
$
|
3,240,604
|
|
|
|
|
$
|
2,764,237
|
|
|
|
|||||||||
Deposits:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Savings accounts
|
$
|
421,797
|
|
$
|
56
|
|
0.05
|
%
|
|
$
|
409,827
|
|
$
|
55
|
|
0.05
|
%
|
|
$
|
326,385
|
|
$
|
43
|
|
0.05
|
%
|
Governmental deposit accounts
|
298,685
|
|
147
|
|
0.20
|
%
|
|
284,079
|
|
147
|
|
0.21
|
%
|
|
211,607
|
|
123
|
|
0.24
|
%
|
||||||
Interest-bearing demand accounts
|
251,341
|
|
45
|
|
0.07
|
%
|
|
239,627
|
|
43
|
|
0.07
|
%
|
|
181,322
|
|
39
|
|
0.09
|
%
|
||||||
Money market accounts
|
398,515
|
|
160
|
|
0.16
|
%
|
|
393,219
|
|
158
|
|
0.16
|
%
|
|
350,455
|
|
140
|
|
0.16
|
%
|
||||||
Brokered deposits
|
33,875
|
|
315
|
|
3.75
|
%
|
|
33,849
|
|
318
|
|
3.73
|
%
|
|
38,434
|
|
352
|
|
3.71
|
%
|
||||||
Retail certificates of deposit
|
454,224
|
|
878
|
|
0.78
|
%
|
|
456,516
|
|
769
|
|
0.67
|
%
|
|
444,602
|
|
862
|
|
0.78
|
%
|
||||||
Total interest-bearing deposits
|
1,858,437
|
|
1,601
|
|
0.35
|
%
|
|
1,817,117
|
|
1,490
|
|
0.33
|
%
|
|
1,552,805
|
|
1,559
|
|
0.41
|
%
|
||||||
Borrowed Funds:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Short-term FHLB advances
|
57,956
|
|
54
|
|
0.38
|
%
|
|
50,772
|
|
35
|
|
0.27
|
%
|
|
6,867
|
|
3
|
|
0.18
|
%
|
||||||
Retail repurchase agreements
|
77,733
|
|
33
|
|
0.17
|
%
|
|
90,309
|
|
39
|
|
0.17
|
%
|
|
77,961
|
|
32
|
|
0.16
|
%
|
||||||
Total short-term borrowings
|
135,689
|
|
87
|
|
0.26
|
%
|
|
141,081
|
|
74
|
|
0.21
|
%
|
|
84,828
|
|
35
|
|
0.17
|
%
|
||||||
Long-term FHLB advances
|
66,631
|
|
524
|
|
3.18
|
%
|
|
67,437
|
|
537
|
|
3.16
|
%
|
|
122,099
|
|
624
|
|
2.08
|
%
|
||||||
Wholesale repurchase agreements
|
40,000
|
|
367
|
|
3.67
|
%
|
|
40,000
|
|
371
|
|
3.71
|
%
|
|
40,000
|
|
363
|
|
3.63
|
%
|
||||||
Other borrowings
|
6,739
|
|
97
|
|
5.76
|
%
|
|
6,711
|
|
94
|
|
5.60
|
%
|
|
16,257
|
|
159
|
|
3.91
|
%
|
||||||
Total long-term borrowings
|
113,370
|
|
988
|
|
3.50
|
%
|
|
114,148
|
|
1,002
|
|
3.50
|
%
|
|
178,356
|
|
1,146
|
|
2.59
|
%
|
||||||
Total borrowed funds
|
249,059
|
|
1,075
|
|
1.74
|
%
|
|
255,229
|
|
1,076
|
|
1.68
|
%
|
|
263,184
|
|
1,181
|
|
1.81
|
%
|
||||||
Total interest-bearing liabilities
|
2,107,496
|
|
2,676
|
|
0.51
|
%
|
|
2,072,346
|
|
2,566
|
|
0.49
|
%
|
|
1,815,989
|
|
2,740
|
|
0.61
|
%
|
||||||
Non-interest-bearing deposits
|
710,297
|
|
|
|
|
716,339
|
|
|
|
|
550,318
|
|
|
|
||||||||||||
Other liabilities
|
31,299
|
|
|
|
|
|
29,218
|
|
|
|
|
|
39,692
|
|
|
|
|
|||||||||
Total liabilities
|
2,849,092
|
|
|
|
|
2,817,903
|
|
|
|
|
|
|
2,405,999
|
|
|
|
||||||||||
Total stockholders’ equity
|
423,543
|
|
|
|
|
|
422,701
|
|
|
|
|
|
358,238
|
|
|
|
|
|||||||||
Total liabilities and stockholders’ equity
|
$
|
3,272,635
|
|
|
|
|
|
$
|
3,240,604
|
|
|
|
|
|
$
|
2,764,237
|
|
|
|
|
||||||
Interest rate spread
|
|
$
|
26,275
|
|
3.39
|
%
|
|
|
$
|
26,379
|
|
3.42
|
%
|
|
|
$
|
21,828
|
|
3.29
|
%
|
||||||
Net interest margin
|
3.53
|
%
|
|
|
|
3.56
|
%
|
|
|
|
3.46
|
%
|
(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 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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
||||||||||||
|
Three Months Ended March 31, 2016 Compared to
|
||||||||||||||||||
(Dollars in thousands)
|
December 31, 2015
|
|
March 31, 2015
|
||||||||||||||||
Increase (decrease) in:
|
Rate
|
Volume
|
Total
(1)
|
|
Rate
|
Volume
|
Total
(1)
|
||||||||||||
INTEREST INCOME:
|
|
|
|
|
|
|
|
||||||||||||
Short-term investments
|
$
|
12
|
|
$
|
(5
|
)
|
$
|
7
|
|
|
$
|
131
|
|
$
|
(153
|
)
|
$
|
(22
|
)
|
Other long-term investments
|
1
|
|
(2
|
)
|
(1
|
)
|
|
—
|
|
(2
|
)
|
(2
|
)
|
||||||
Investment Securities (2):
|
|
|
|
|
|
|
|
||||||||||||
Taxable
|
189
|
|
(159
|
)
|
30
|
|
|
(1,242
|
)
|
1,561
|
|
319
|
|
||||||
Nontaxable
|
(14
|
)
|
(1
|
)
|
(15
|
)
|
|
(119
|
)
|
402
|
|
283
|
|
||||||
Total investment income
|
175
|
|
(160
|
)
|
15
|
|
|
(1,361
|
)
|
1,963
|
|
602
|
|
||||||
Loans (2)
:
|
|
|
|
|
|
|
|
||||||||||||
Commercial real estate, construction
|
(35
|
)
|
(27
|
)
|
(62
|
)
|
|
(326
|
)
|
619
|
|
293
|
|
||||||
Commercial real estate, other
|
185
|
|
192
|
|
377
|
|
|
(881
|
)
|
2,379
|
|
1,498
|
|
||||||
Commercial and industrial
|
(343
|
)
|
175
|
|
(168
|
)
|
|
(1,013
|
)
|
1,512
|
|
499
|
|
||||||
Residential real estate
|
(97
|
)
|
(57
|
)
|
(154
|
)
|
|
(601
|
)
|
1,172
|
|
571
|
|
||||||
Home equity lines of credit
|
(38
|
)
|
20
|
|
(18
|
)
|
|
101
|
|
234
|
|
335
|
|
||||||
Consumer
|
(461
|
)
|
471
|
|
10
|
|
|
(247
|
)
|
856
|
|
609
|
|
||||||
Total loan income
|
(789
|
)
|
774
|
|
(15
|
)
|
|
(2,967
|
)
|
6,772
|
|
3,805
|
|
||||||
Total interest income
|
(601
|
)
|
607
|
|
6
|
|
|
(4,197
|
)
|
8,580
|
|
4,383
|
|
||||||
INTEREST EXPENSE:
|
|
|
|
|
|
|
|
||||||||||||
Deposits:
|
|
|
|
|
|
|
|
||||||||||||
Savings accounts
|
—
|
|
1
|
|
1
|
|
|
—
|
|
13
|
|
13
|
|
||||||
Government deposit accounts
|
(24
|
)
|
24
|
|
—
|
|
|
(107
|
)
|
131
|
|
24
|
|
||||||
Interest-bearing demand accounts
|
—
|
|
2
|
|
2
|
|
|
(36
|
)
|
42
|
|
6
|
|
||||||
Money market accounts
|
1
|
|
1
|
|
2
|
|
|
(1
|
)
|
21
|
|
20
|
|
||||||
Brokered certificates of deposit
|
(3
|
)
|
—
|
|
(3
|
)
|
|
23
|
|
(60
|
)
|
(37
|
)
|
||||||
Retail certificates of deposit
|
136
|
|
(27
|
)
|
109
|
|
|
(36
|
)
|
52
|
|
16
|
|
||||||
Total deposit cost
|
110
|
|
1
|
|
111
|
|
|
(157
|
)
|
199
|
|
42
|
|
||||||
Borrowed funds:
|
|
|
|
|
|
|
|
||||||||||||
Short-term borrowings
|
13
|
|
—
|
|
13
|
|
|
9
|
|
43
|
|
52
|
|
||||||
Long-term borrowings
|
11
|
|
(25
|
)
|
(14
|
)
|
|
1,505
|
|
(1,663
|
)
|
(158
|
)
|
||||||
Total borrowed funds cost
|
24
|
|
(25
|
)
|
(1
|
)
|
|
1,514
|
|
(1,620
|
)
|
(106
|
)
|
||||||
Total interest expense
|
134
|
|
(24
|
)
|
110
|
|
|
1,357
|
|
(1,421
|
)
|
(64
|
)
|
||||||
Net interest income
|
$
|
(735
|
)
|
$
|
631
|
|
$
|
(104
|
)
|
|
$
|
(5,554
|
)
|
$
|
10,001
|
|
$
|
4,447
|
|
|
Three Months Ended
|
||||||||
|
March 31,
2016 |
December 31,
2015 |
March 31,
2015 |
||||||
(Dollars in thousands)
|
|||||||||
Net interest income, as reported
|
$
|
25,767
|
|
$
|
25,864
|
|
$
|
21,419
|
|
Taxable equivalent adjustments
|
508
|
|
515
|
|
409
|
|
|||
Fully tax-equivalent net interest income
|
$
|
26,275
|
|
$
|
26,379
|
|
$
|
21,828
|
|
|
Three Months Ended
|
|
||||||||
|
March 31,
2016 |
December 31,
2015 |
March 31,
2015 |
|
||||||
(Dollars in thousands)
|
|
|||||||||
Other loan losses
|
858
|
|
7,100
|
|
250
|
|
|
|||
Checking account overdrafts
|
$
|
97
|
|
$
|
138
|
|
$
|
100
|
|
|
Provision for loan losses
|
$
|
955
|
|
$
|
7,238
|
|
$
|
350
|
|
|
As a percentage of average total loans (a)
|
0.18
|
%
|
1.39
|
%
|
0.08
|
%
|
|
|||
(a) Presented on an annualized basis
|
|
|
|
|
|
Three Months Ended
|
||||||||
|
March 31,
2016 |
December 31,
2015 |
March 31,
2015 |
||||||
(Dollars in thousands)
|
|||||||||
Net loss on other real estate owned
|
$
|
(1
|
)
|
$
|
(398
|
)
|
$
|
(8
|
)
|
Net loss on debt extinguishment
|
—
|
|
—
|
|
(520
|
)
|
|||
Net loss on bank premises and equipment
|
(30
|
)
|
(58
|
)
|
(575
|
)
|
|||
Net loss on asset disposals and other transactions
|
$
|
(31
|
)
|
$
|
(456
|
)
|
$
|
(1,103
|
)
|
|
Three Months Ended
|
||||||||
|
March 31,
2016 |
December 31,
2015 |
March 31,
2015 |
||||||
(Dollars in thousands)
|
|||||||||
Property and casualty insurance commissions
|
$
|
2,448
|
|
$
|
2,342
|
|
$
|
2,412
|
|
Performance-based commissions
|
1,580
|
|
16
|
|
1,463
|
|
|||
Life and health insurance commissions
|
419
|
|
465
|
|
381
|
|
|||
Credit life and A&H insurance commissions
|
9
|
|
11
|
|
1
|
|
|||
Other fees and charges
|
42
|
|
79
|
|
55
|
|
|||
Total insurance income
|
$
|
4,498
|
|
$
|
2,913
|
|
$
|
4,312
|
|
|
Three Months Ended
|
||||||||
|
March 31,
2016 |
December 31,
2015 |
March 31,
2015 |
||||||
(Dollars in thousands)
|
|||||||||
Overdraft and non-sufficient funds fees
|
$
|
1,806
|
|
$
|
2,103
|
|
$
|
1,650
|
|
Account maintenance fees
|
561
|
|
573
|
|
451
|
|
|||
Other fees and charges
|
236
|
|
104
|
|
194
|
|
|||
Total deposit account service charges
|
$
|
2,603
|
|
$
|
2,780
|
|
$
|
2,295
|
|
|
Three Months Ended
|
||||||||
|
March 31,
2016 |
December 31,
2015 |
March 31,
2015 |
||||||
(Dollars in thousands)
|
|||||||||
Fiduciary
|
$
|
1,661
|
|
$
|
1,840
|
|
$
|
1,492
|
|
Brokerage
|
721
|
|
649
|
|
555
|
|
|||
Total trust and investment income
|
$
|
2,382
|
|
$
|
2,489
|
|
$
|
2,047
|
|
|
March 31,
2016 |
December 31,
2015 |
September 30,
2015 |
June 30,
2015 |
March 31,
2015 |
||||||||||
(Dollars in thousands)
|
|||||||||||||||
Trust assets under management
|
$
|
1,254,824
|
|
$
|
1,275,253
|
|
$
|
1,261,112
|
|
$
|
1,303,792
|
|
$
|
1,319,423
|
|
Brokerage assets under management
|
706,314
|
|
664,153
|
|
621,242
|
|
641,412
|
|
566,635
|
|
|||||
Total managed assets
|
$
|
1,961,138
|
|
$
|
1,939,406
|
|
$
|
1,882,354
|
|
$
|
1,945,204
|
|
$
|
1,886,058
|
|
Quarterly average
|
$
|
1,935,108
|
|
$
|
1,928,308
|
|
$
|
1,926,070
|
|
$
|
1,929,579
|
|
$
|
1,687,287
|
|
|
Three Months Ended
|
||||||||
|
March 31,
2016 |
December 31,
2015 |
March 31,
2015 |
||||||
(Dollars in thousands)
|
|||||||||
Base salaries and wages
|
$
|
9,767
|
|
$
|
10,009
|
|
$
|
12,273
|
|
Sales-based and incentive compensation
|
1,803
|
|
1,365
|
|
1,828
|
|
|||
Employee benefits
|
1,548
|
|
1,330
|
|
1,570
|
|
|||
Stock-based compensation
|
338
|
|
411
|
|
565
|
|
|||
Deferred personnel costs
|
(425
|
)
|
(407
|
)
|
(257
|
)
|
|||
Payroll taxes and other employment costs
|
1,216
|
|
1,015
|
|
1,382
|
|
|||
Total salaries and employee benefit costs
|
$
|
14,247
|
|
$
|
13,723
|
|
$
|
17,361
|
|
Full-time equivalent employees:
|
|
|
|
|
|||||
Actual at end of period
|
821
|
|
817
|
|
847
|
|
|||
Average during the period
|
817
|
|
823
|
|
735
|
|
|
Three Months Ended
|
||||||||
|
March 31,
2016 |
December 31,
2015 |
March 31,
2015 |
||||||
(Dollars in thousands)
|
|||||||||
Depreciation
|
$
|
1,239
|
|
$
|
1,298
|
|
$
|
962
|
|
Repairs and maintenance costs
|
730
|
|
713
|
|
578
|
|
|||
Net rent expense
|
229
|
|
207
|
|
211
|
|
|||
Property taxes, utilities and other costs
|
686
|
|
716
|
|
544
|
|
|||
Total net occupancy and equipment expense
|
$
|
2,884
|
|
$
|
2,934
|
|
$
|
2,295
|
|
|
Three Months Ended
|
||||||||
|
March 31,
2016 |
December 31,
2015 |
March 31,
2015 |
||||||
(Dollars in thousands)
|
|||||||||
Pre-Provision Net Revenue:
|
|
|
|
||||||
Income (loss) before income taxes
|
$
|
11,649
|
|
$
|
3,008
|
|
$
|
(840
|
)
|
Add: provision for loan losses
|
955
|
|
7,238
|
|
350
|
|
|||
Add: loss on debt extinguishment
|
—
|
|
—
|
|
520
|
|
|||
Add: net loss on loans held-for-sale and OREO
|
1
|
|
398
|
|
8
|
|
|||
Add: net loss on bank premises and equipment
|
30
|
|
100
|
|
575
|
|
|||
Less: net gain on securities transactions
|
96
|
|
56
|
|
600
|
|
|||
Pre-provision net revenue
|
$
|
12,539
|
|
$
|
10,688
|
|
$
|
13
|
|
Total average assets
|
$
|
3,272,635
|
|
$
|
3,240,604
|
|
$
|
2,764,237
|
|
Pre-provision net revenue to total average assets (a)
|
1.54
|
%
|
1.31
|
%
|
—
|
%
|
|||
(a) Presented on an annualized basis.
|
|
|
|
|
Three Months Ended
|
||||||||||
|
March 31,
|
|
December 31,
|
|
March 31,
|
||||||
(in $000’s)
|
2016
|
|
2015
|
|
2015
|
||||||
|
|
|
|
|
|
||||||
Efficiency ratio:
|
|
|
|
|
|
||||||
Total other expenses
|
$
|
26,282
|
|
|
$
|
27,277
|
|
|
$
|
32,914
|
|
Less: Amortization of intangible assets
|
1,008
|
|
|
1,133
|
|
|
673
|
|
|||
Adjusted non-interest expense
|
25,274
|
|
|
26,144
|
|
|
32,241
|
|
|||
Total non-interest income
|
13,054
|
|
|
12,101
|
|
|
11,508
|
|
|||
Net interest income
|
25,767
|
|
|
25,864
|
|
|
21,419
|
|
|||
Add: Fully tax-equivalent adjustment
|
$
|
508
|
|
|
$
|
515
|
|
|
$
|
409
|
|
Net interest income on a fully taxable-equivalent basis
|
$
|
26,275
|
|
|
$
|
26,379
|
|
|
$
|
21,828
|
|
Adjusted revenue
|
$
|
39,329
|
|
|
$
|
38,480
|
|
|
$
|
33,336
|
|
Efficiency ratio
|
64.26
|
%
|
|
67.94
|
%
|
|
96.72
|
%
|
(Dollars in thousands)
|
March 31,
2016 |
December 31,
2015 |
September 30,
2015 |
June 30,
2015 |
March 31,
2015 |
||||||||||
Total fair value
|
$
|
4,046
|
|
$
|
4,201
|
|
$
|
6,556
|
|
$
|
8,351
|
|
$
|
14,266
|
|
Total amortized cost
|
$
|
4,244
|
|
$
|
4,331
|
|
$
|
6,546
|
|
$
|
8,322
|
|
$
|
13,871
|
|
Net unrealized (loss) gain
|
$
|
(198
|
)
|
$
|
(130
|
)
|
$
|
10
|
|
$
|
29
|
|
$
|
395
|
|
(Dollars in thousands)
|
March 31,
2016 |
December 31,
2015 |
September 30,
2015 |
June 30,
2015 |
March 31,
2015 |
||||||||||
Gross originated loans:
|
|
|
|
|
|
||||||||||
Commercial real estate, construction
|
$
|
69,499
|
|
$
|
63,785
|
|
$
|
68,798
|
|
$
|
50,168
|
|
$
|
44,276
|
|
Commercial real estate, other
|
471,998
|
|
471,184
|
|
429,120
|
|
449,163
|
|
429,541
|
|
|||||
Commercial real estate
|
541,497
|
|
534,969
|
|
497,918
|
|
499,331
|
|
473,817
|
|
|||||
Commercial and industrial
|
308,649
|
|
288,130
|
|
288,697
|
|
256,080
|
|
247,103
|
|
|||||
Residential real estate
|
302,512
|
|
288,783
|
|
282,863
|
|
263,095
|
|
256,551
|
|
|||||
Home equity lines of credit
|
76,959
|
|
74,176
|
|
71,620
|
|
67,384
|
|
63,491
|
|
|||||
Consumer
|
245,596
|
|
227,133
|
|
213,394
|
|
196,306
|
|
176,857
|
|
|||||
Deposit account overdrafts
|
2,083
|
|
1,448
|
|
1,317
|
|
3,263
|
|
3,146
|
|
|||||
Total originated loans
|
$
|
1,477,296
|
|
$
|
1,414,639
|
|
$
|
1,355,809
|
|
$
|
1,285,459
|
|
$
|
1,220,965
|
|
Gross acquired loans:
|
|
|
|
|
|
||||||||||
Commercial real estate, construction
|
$
|
11,882
|
|
$
|
12,114
|
|
$
|
12,278
|
|
$
|
11,220
|
|
$
|
9,759
|
|
Commercial real estate, other
|
256,201
|
|
265,092
|
|
281,510
|
|
293,369
|
|
311,868
|
|
|||||
Commercial real estate
|
268,083
|
|
277,206
|
|
293,788
|
|
304,589
|
|
321,627
|
|
|||||
Commercial and industrial
|
59,161
|
|
63,589
|
|
68,759
|
|
71,013
|
|
78,807
|
|
|||||
Residential real estate
|
263,237
|
|
276,772
|
|
288,269
|
|
302,673
|
|
317,824
|
|
|||||
Home equity lines of credit
|
30,742
|
|
32,253
|
|
34,147
|
|
36,607
|
|
38,222
|
|
|||||
Consumer
|
6,596
|
|
7,981
|
|
9,473
|
|
11,692
|
|
13,724
|
|
|||||
Total acquired loans (a)
|
$
|
627,819
|
|
$
|
657,801
|
|
$
|
694,436
|
|
$
|
726,574
|
|
$
|
770,204
|
|
Total loans
|
$
|
2,105,115
|
|
$
|
2,072,440
|
|
$
|
2,050,245
|
|
$
|
2,012,033
|
|
$
|
1,991,169
|
|
Percent of loans to total loans:
|
|
|
|
|
|
||||||||||
Commercial real estate, construction
|
3.9
|
%
|
3.7
|
%
|
4.0
|
%
|
3.1
|
%
|
2.7
|
%
|
|||||
Commercial real estate, other
|
34.5
|
%
|
35.5
|
%
|
34.5
|
%
|
36.8
|
%
|
37.2
|
%
|
|||||
Commercial real estate
|
38.4
|
%
|
39.2
|
%
|
38.5
|
%
|
39.9
|
%
|
39.9
|
%
|
|||||
Commercial and industrial
|
17.5
|
%
|
17.0
|
%
|
17.4
|
%
|
16.3
|
%
|
16.4
|
%
|
|||||
Residential real estate
|
26.9
|
%
|
27.3
|
%
|
27.9
|
%
|
28.1
|
%
|
28.8
|
%
|
|||||
Home equity lines of credit
|
5.1
|
%
|
5.1
|
%
|
5.2
|
%
|
5.2
|
%
|
5.1
|
%
|
|||||
Consumer
|
12.0
|
%
|
11.3
|
%
|
10.9
|
%
|
10.3
|
%
|
9.6
|
%
|
|||||
Deposit account overdrafts
|
0.1
|
%
|
0.1
|
%
|
0.1
|
%
|
0.2
|
%
|
0.2
|
%
|
|||||
Total percentage
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
|||||
Residential real estate loans being serviced for others
|
$
|
383,531
|
|
$
|
390,398
|
|
$
|
387,200
|
|
$
|
392,625
|
|
$
|
386,261
|
|
(a)
|
Includes all loans acquired in 2012 and thereafter.
|
(Dollars in thousands)
|
Outstanding Balance
|
Loan Commitments
|
Total Exposure
|
% of Total
|
|||||||
Commercial real estate, construction:
|
|
|
|
|
|||||||
Apartment complexes
|
$
|
36,766
|
|
$
|
40,983
|
|
$
|
77,749
|
|
53.2
|
%
|
Mixed commercial use facilities:
|
|
|
|
|
|
||||||
Owner occupied
|
2,019
|
|
6,348
|
|
8,367
|
|
5.7
|
%
|
|||
Non-owner occupied
|
3,603
|
|
9,530
|
|
13,133
|
|
9.0
|
%
|
|||
Total mixed commercial use facilities
|
5,622
|
|
15,878
|
|
21,500
|
|
14.7
|
%
|
|||
Assisted living facilities and nursing homes
|
9,306
|
|
474
|
|
9,780
|
|
6.7
|
%
|
|||
Residential property
|
6,433
|
|
2,608
|
|
9,041
|
|
6.2
|
%
|
|||
Retail facilities
|
2,287
|
|
1,658
|
|
3,945
|
|
2.7
|
%
|
|||
Land development
|
1,265
|
|
1,726
|
|
2,991
|
|
2.0
|
%
|
|||
Other
|
19,702
|
|
1,512
|
|
21,214
|
|
14.5
|
%
|
|||
Total commercial real estate, construction
|
$
|
81,381
|
|
$
|
64,839
|
|
$
|
146,220
|
|
100.0
|
%
|
(Dollars in thousands)
|
Outstanding Balance
|
Loan Commitments
|
Total Exposure
|
% of Total
|
|||||||
Commercial real estate, other:
|
|
|
|
|
|||||||
Office buildings and complexes:
|
|
|
|
|
|||||||
Owner occupied
|
$
|
30,921
|
|
$
|
2,224
|
|
$
|
33,145
|
|
4.4
|
%
|
Non-owner occupied
|
45,566
|
|
45
|
|
45,611
|
|
6.0
|
%
|
|||
Total office buildings and complexes
|
76,487
|
|
2,269
|
|
78,756
|
|
10.4
|
%
|
|||
Apartment complexes
|
61,100
|
|
168
|
|
61,268
|
|
8.1
|
%
|
|||
Mixed commercial use facilities:
|
|
|
|
|
|||||||
Owner occupied
|
32,102
|
|
3,442
|
|
35,544
|
|
4.7
|
%
|
|||
Non-owner occupied
|
21,576
|
|
327
|
|
21,903
|
|
2.9
|
%
|
|||
Total mixed commercial use facilities
|
53,678
|
|
3,769
|
|
57,447
|
|
7.6
|
%
|
|||
Retail facilities:
|
|
|
|
|
|||||||
Owner occupied
|
20,865
|
|
2,112
|
|
22,977
|
|
3.0
|
%
|
|||
Non-owner occupied
|
32,456
|
|
1,077
|
|
33,533
|
|
4.4
|
%
|
|||
Total retail facilities
|
53,321
|
|
3,189
|
|
56,510
|
|
7.4
|
%
|
|||
Lodging and lodging related
|
42,437
|
|
—
|
|
42,437
|
|
5.6
|
%
|
|||
Light industrial facilities:
|
|
|
|
|
|||||||
Owner occupied
|
33,490
|
|
94
|
|
33,584
|
|
4.5
|
%
|
|||
Non-owner occupied
|
2,830
|
|
—
|
|
2,830
|
|
0.4
|
%
|
|||
Total light industrial facilities
|
36,320
|
|
94
|
|
36,414
|
|
4.9
|
%
|
|||
Assisted living facilities and nursing homes
|
29,687
|
|
255
|
|
29,942
|
|
4.1
|
%
|
|||
Warehouse facilities
|
21,292
|
|
227
|
|
21,519
|
|
2.9
|
%
|
|||
Residential property:
|
|
|
|
|
|||||||
Owner occupied
|
1,325
|
|
1,258
|
|
2,583
|
|
0.3
|
%
|
|||
Non-owner occupied
|
13,050
|
|
1,934
|
|
14,984
|
|
2.0
|
%
|
|||
Total residential facilities
|
14,375
|
|
3,192
|
|
17,567
|
|
2.3
|
%
|
|||
Day care center:
|
|
|
|
|
|||||||
Owner occupied
|
14,719
|
|
—
|
|
14,719
|
|
2.0
|
%
|
|||
Non-owner occupied
|
149
|
|
—
|
|
149
|
|
—
|
%
|
|||
Total restaurant facilities
|
14,868
|
|
—
|
|
14,868
|
|
2.0
|
%
|
|||
Other
|
324,634
|
|
12,757
|
|
337,391
|
|
44.7
|
%
|
|||
Total commercial real estate, other
|
$
|
728,199
|
|
$
|
25,920
|
|
$
|
754,119
|
|
100.0
|
%
|
(Dollars in thousands)
|
March 31,
2016 |
December 31,
2015 |
September 30,
2015 |
June 30,
2015 |
March 31,
2015 |
||||||||||
Commercial real estate
|
7,492
|
|
7,076
|
|
7,506
|
|
7,185
|
|
9,074
|
|
|||||
Commercial and industrial
|
5,295
|
|
5,382
|
|
11,486
|
|
7,194
|
|
5,107
|
|
|||||
Total commercial
|
12,787
|
|
12,458
|
|
18,992
|
|
14,379
|
|
14,181
|
|
|||||
Residential real estate
|
1,258
|
|
1,257
|
|
1,182
|
|
1,299
|
|
1,560
|
|
|||||
Home equity lines of credit
|
733
|
|
732
|
|
777
|
|
738
|
|
708
|
|
|||||
Consumer
|
2,156
|
|
1,971
|
|
1,820
|
|
1,674
|
|
1,512
|
|
|||||
Deposit account overdrafts
|
125
|
|
121
|
|
154
|
|
154
|
|
127
|
|
|||||
Originated allowance for loan losses
|
17,059
|
|
16,539
|
|
22,925
|
|
18,244
|
|
18,088
|
|
|||||
Purchased credit impaired loan losses
|
202
|
|
240
|
|
303
|
|
—
|
|
—
|
|
|||||
Nonimpaired acquired loans
|
—
|
|
—
|
|
103
|
|
—
|
|
—
|
|
|||||
Acquired allowance for loan losses
|
202
|
|
240
|
|
406
|
|
—
|
|
—
|
|
|||||
Allowance for loan losses
|
$
|
17,261
|
|
$
|
16,779
|
|
$
|
23,331
|
|
$
|
18,244
|
|
$
|
18,088
|
|
As a percent of originated loans, net of deferred fees and costs
|
1.17
|
%
|
1.19
|
%
|
1.72
|
%
|
1.42
|
%
|
1.48
|
%
|
|
Three Months Ended
|
||||||||||||||
(Dollars in thousands)
|
March 31,
2016 |
December 31,
2015 |
September 30,
2015 |
June 30,
2015 |
March 31,
2015 |
||||||||||
Gross charge-offs:
|
|
|
|
|
|
||||||||||
Commercial real estate, other
|
$
|
28
|
|
$
|
120
|
|
$
|
137
|
|
$
|
34
|
|
$
|
10
|
|
Commercial and industrial
|
1,012
|
|
13,150
|
|
83
|
|
343
|
|
—
|
|
|||||
Residential real estate
|
168
|
|
94
|
|
255
|
|
96
|
|
186
|
|
|||||
Home equity lines of credit
|
10
|
|
9
|
|
35
|
|
23
|
|
58
|
|
|||||
Consumer
|
622
|
|
484
|
|
387
|
|
295
|
|
187
|
|
|||||
Deposit account overdrafts
|
163
|
|
209
|
|
243
|
|
180
|
|
143
|
|
|||||
Total gross charge-offs
|
2,003
|
|
14,066
|
|
1,140
|
|
971
|
|
584
|
|
|||||
Recoveries:
|
|
|
|
|
|
||||||||||
Commercial real estate, other
|
1,164
|
|
13
|
|
8
|
|
27
|
|
55
|
|
|||||
Commercial and industrial
|
—
|
|
5
|
|
—
|
|
81
|
|
13
|
|
|||||
Residential real estate
|
29
|
|
108
|
|
47
|
|
44
|
|
115
|
|
|||||
Home equity lines of credit
|
7
|
|
12
|
|
27
|
|
65
|
|
15
|
|
|||||
Consumer
|
260
|
|
189
|
|
242
|
|
139
|
|
186
|
|
|||||
Deposit account overdrafts
|
70
|
|
37
|
|
41
|
|
35
|
|
58
|
|
|||||
Total recoveries
|
1,530
|
|
364
|
|
365
|
|
391
|
|
442
|
|
|||||
Net (recoveries) charge-offs:
|
|
|
|
|
|
||||||||||
Commercial real estate, other
|
(1,136
|
)
|
107
|
|
129
|
|
7
|
|
(45
|
)
|
|||||
Commercial and industrial
|
1,012
|
|
13,145
|
|
83
|
|
262
|
|
(13
|
)
|
|||||
Residential real estate
|
139
|
|
(14
|
)
|
208
|
|
52
|
|
71
|
|
|||||
Home equity lines of credit
|
3
|
|
(3
|
)
|
8
|
|
(42
|
)
|
43
|
|
|||||
Consumer
|
362
|
|
295
|
|
145
|
|
156
|
|
1
|
|
|||||
Deposit account overdrafts
|
93
|
|
172
|
|
202
|
|
145
|
|
85
|
|
|||||
Total net charge-offs
|
$
|
473
|
|
$
|
13,702
|
|
$
|
775
|
|
$
|
580
|
|
$
|
142
|
|
Ratio of net charge-offs (recoveries) to average total loans (annualized):
|
|
|
|||||||||||||
Commercial real estate, other
|
(0.22
|
)%
|
0.02
|
%
|
0.02
|
%
|
—
|
%
|
(0.01
|
)%
|
|||||
Commercial and industrial
|
0.19
|
%
|
2.53
|
%
|
0.02
|
%
|
0.05
|
%
|
—
|
%
|
|||||
Residential real estate
|
0.03
|
%
|
—
|
%
|
0.04
|
%
|
0.01
|
%
|
—
|
%
|
|||||
Home equity lines of credit
|
—
|
%
|
—
|
%
|
—
|
%
|
(0.01
|
)%
|
0.01
|
%
|
|||||
Consumer
|
0.07
|
%
|
0.06
|
%
|
0.03
|
%
|
0.03
|
%
|
—
|
%
|
|||||
Deposit account overdrafts
|
0.02
|
%
|
0.03
|
%
|
0.04
|
%
|
0.03
|
%
|
0.02
|
%
|
|||||
Total
|
0.09
|
%
|
2.64
|
%
|
0.15
|
%
|
0.11
|
%
|
0.02
|
%
|
(Dollars in thousands)
|
March 31,
2016 |
December 31,
2015 |
September 30,
2015 |
June 30,
2015 |
March 31,
2015 |
||||||||||
Loans 90+ days past due and accruing:
|
|
|
|
|
|
||||||||||
Commercial real estate, other
|
$
|
2,763
|
|
$
|
2,425
|
|
$
|
834
|
|
$
|
984
|
|
$
|
2,146
|
|
Commercial and industrial
|
2,074
|
|
1,986
|
|
1,674
|
|
488
|
|
408
|
|
|||||
Residential real estate
|
1,707
|
|
1,522
|
|
1,223
|
|
1,651
|
|
1,096
|
|
|||||
Home equity
|
184
|
|
35
|
|
10
|
|
17
|
|
47
|
|
|||||
Consumer
|
18
|
|
1
|
|
19
|
|
25
|
|
3
|
|
|||||
Total
|
6,746
|
|
5,969
|
|
3,760
|
|
3,165
|
|
3,700
|
|
|||||
Nonaccrual loans:
|
|
|
|
|
|
||||||||||
Commercial real estate, construction
|
891
|
|
921
|
|
—
|
|
—
|
|
96
|
|
|||||
Commercial real estate, other
|
7,220
|
|
7,357
|
|
2,306
|
|
1,756
|
|
1,890
|
|
|||||
Commercial and industrial
|
500
|
|
350
|
|
157
|
|
14,089
|
|
1,532
|
|
|||||
Residential real estate
|
2,966
|
|
2,991
|
|
3,046
|
|
3,113
|
|
2,931
|
|
|||||
Home equity
|
308
|
|
340
|
|
287
|
|
373
|
|
382
|
|
|||||
Consumer
|
30
|
|
31
|
|
31
|
|
34
|
|
—
|
|
|||||
Total
|
11,915
|
|
11,990
|
|
5,827
|
|
19,365
|
|
6,831
|
|
|||||
Troubled debt restructurings:
|
|
|
|
|
|
||||||||||
Commercial real estate, other
|
107
|
|
153
|
|
337
|
|
242
|
|
275
|
|
|||||
Commercial and industrial
|
374
|
|
377
|
|
13,854
|
|
196
|
|
196
|
|
|||||
Residential real estate
|
1,022
|
|
864
|
|
995
|
|
917
|
|
977
|
|
|||||
Home equity
|
65
|
|
79
|
|
82
|
|
84
|
|
69
|
|
|||||
Consumer
|
96
|
|
68
|
|
49
|
|
19
|
|
14
|
|
|||||
Total
|
1,664
|
|
1,541
|
|
15,317
|
|
1,458
|
|
1,531
|
|
|||||
Total nonperforming loans (NPLs)
|
20,325
|
|
19,500
|
|
24,904
|
|
23,988
|
|
12,062
|
|
|||||
OREO:
|
|
|
|
|
|
||||||||||
Commercial
|
597
|
|
644
|
|
1,476
|
|
1,143
|
|
1,143
|
|
|||||
Residential
|
82
|
|
89
|
|
90
|
|
179
|
|
405
|
|
|||||
Total
|
679
|
|
733
|
|
1,566
|
|
1,322
|
|
1,548
|
|
|||||
Total nonperforming assets (NPAs)
|
$
|
21,004
|
|
$
|
20,233
|
|
$
|
26,470
|
|
$
|
25,310
|
|
$
|
13,610
|
|
NPLs as a percent of total loans
|
0.97
|
%
|
0.94
|
%
|
1.21
|
%
|
1.19
|
%
|
0.60
|
%
|
|||||
NPAs as a percent of total assets
|
0.64
|
%
|
0.62
|
%
|
0.82
|
%
|
0.79
|
%
|
0.42
|
%
|
|||||
NPAs as a percent of total loans and OREO
|
1.00
|
%
|
0.98
|
%
|
1.29
|
%
|
1.25
|
%
|
0.68
|
%
|
|||||
Allowance for loan losses as a percent of NPLs
|
84.92
|
%
|
86.05
|
%
|
93.68
|
%
|
76.05
|
%
|
149.96
|
%
|
(Dollars in thousands)
|
March 31,
2016 |
December 31,
2015 |
September 30,
2015 |
June 30,
2015 |
March 31,
2015 |
||||||||||
Non-interest-bearing deposits
|
$
|
716,202
|
|
$
|
717,939
|
|
$
|
711,226
|
|
$
|
681,357
|
|
$
|
695,131
|
|
Interest-bearing deposits:
|
|
|
|
|
|
||||||||||
Retail certificates of deposit
|
439,460
|
|
448,992
|
|
461,398
|
|
480,687
|
|
494,896
|
|
|||||
Money market deposit accounts
|
395,022
|
|
394,119
|
|
393,472
|
|
395,788
|
|
402,257
|
|
|||||
Governmental deposit accounts
|
313,904
|
|
276,639
|
|
293,889
|
|
304,221
|
|
316,104
|
|
|||||
Savings accounts
|
434,381
|
|
414,375
|
|
404,676
|
|
410,371
|
|
406,276
|
|
|||||
Interest-bearing demand accounts
|
254,241
|
|
250,023
|
|
232,354
|
|
234,025
|
|
228,373
|
|
|||||
Brokered certificates of deposits
|
33,873
|
|
33,857
|
|
33,841
|
|
38,123
|
|
38,104
|
|
|||||
Total interest-bearing deposits
|
1,870,881
|
|
1,818,005
|
|
1,819,630
|
|
1,863,215
|
|
1,886,010
|
|
|||||
Total deposits
|
$
|
2,587,083
|
|
$
|
2,535,944
|
|
$
|
2,530,856
|
|
$
|
2,544,572
|
|
$
|
2,581,141
|
|
(Dollars in thousands)
|
March 31,
2016 |
December 31,
2015 |
September 30,
2015 |
June 30,
2015 |
March 31,
2015 |
||||||||||
Short-term borrowings:
|
|
|
|
|
|
||||||||||
FHLB advances
|
$
|
63,000
|
|
$
|
76,000
|
|
$
|
40,000
|
|
$
|
—
|
|
$
|
—
|
|
Retail repurchase agreements
|
72,068
|
|
84,386
|
|
89,165
|
|
92,711
|
|
91,101
|
|
|||||
Total short-term borrowings
|
135,068
|
|
160,386
|
|
129,165
|
|
92,711
|
|
91,101
|
|
|||||
Long-term borrowings:
|
|
|
|
|
|
||||||||||
FHLB advances
|
66,474
|
|
66,934
|
|
69,715
|
|
70,018
|
|
70,313
|
|
|||||
National market repurchase agreements
|
40,000
|
|
40,000
|
|
40,000
|
|
40,000
|
|
40,000
|
|
|||||
Unamortized debt issuance costs
|
(69
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Term note payable (parent company)
|
—
|
|
—
|
|
—
|
|
11,978
|
|
13,174
|
|
|||||
Junior subordinated debt securities
|
6,783
|
|
6,736
|
|
6,685
|
|
6,637
|
|
6,587
|
|
|||||
Total long-term borrowings
|
113,188
|
|
113,670
|
|
116,400
|
|
128,633
|
|
130,074
|
|
|||||
Total borrowed funds
|
$
|
248,256
|
|
$
|
274,056
|
|
$
|
245,565
|
|
$
|
221,344
|
|
$
|
221,175
|
|
(Dollars in thousands)
|
March 31,
2016 |
December 31,
2015 |
September 30,
2015 |
June 30,
2015 |
March 31,
2015 |
||||||||||
Capital Amounts:
|
|
|
|
|
|
||||||||||
Common Equity Tier 1
|
$
|
288,787
|
|
$
|
288,416
|
|
$
|
287,020
|
|
$
|
285,680
|
|
$
|
290,511
|
|
Tier 1
|
295,569
|
|
295,151
|
|
293,705
|
|
292,316
|
|
297,097
|
|
|||||
Total (Tier 1 and Tier 2)
|
314,896
|
|
313,974
|
|
319,277
|
|
312,773
|
|
317,057
|
|
|||||
Net risk-weighted assets
|
$
|
2,203,776
|
|
$
|
2,158,713
|
|
$
|
2,133,399
|
|
$
|
2,079,341
|
|
$
|
2,107,617
|
|
Capital Ratios:
|
|
|
|
|
|
||||||||||
Common Equity Tier 1
|
13.10
|
%
|
13.36
|
%
|
13.45
|
%
|
13.74
|
%
|
13.78
|
%
|
|||||
Tier 1
|
13.41
|
%
|
13.67
|
%
|
13.77
|
%
|
14.06
|
%
|
14.10
|
%
|
|||||
Total (Tier 1 and Tier 2)
|
14.29
|
%
|
14.54
|
%
|
14.97
|
%
|
15.04
|
%
|
15.04
|
%
|
|||||
Leverage ratio
|
9.45
|
%
|
9.52
|
%
|
9.57
|
%
|
9.50
|
%
|
11.30
|
%
|
(Dollars in thousands)
|
March 31,
2016 |
December 31,
2015 |
September 30,
2015 |
June 30,
2015 |
March 31,
2015 |
||||||||||
Tangible equity:
|
|
|
|
|
|
||||||||||
Total stockholders' equity, as reported
|
$
|
428,486
|
|
$
|
419,789
|
|
$
|
424,760
|
|
$
|
418,164
|
|
$
|
419,218
|
|
Less: goodwill and other intangible assets
|
148,997
|
|
149,617
|
|
151,339
|
|
151,169
|
|
152,291
|
|
|||||
Tangible equity
|
$
|
279,489
|
|
$
|
270,172
|
|
$
|
273,421
|
|
$
|
266,995
|
|
$
|
266,927
|
|
|
|
|
|
|
|
||||||||||
Tangible assets:
|
|
|
|
|
|
||||||||||
Total assets, as reported
|
$
|
3,294,929
|
|
$
|
3,258,970
|
|
$
|
3,228,830
|
|
$
|
3,210,425
|
|
$
|
3,253,835
|
|
Less: goodwill and other intangible assets
|
148,997
|
|
149,617
|
|
151,339
|
|
151,169
|
|
152,291
|
|
|||||
Tangible assets
|
$
|
3,145,932
|
|
$
|
3,109,353
|
|
$
|
3,077,491
|
|
$
|
3,059,256
|
|
$
|
3,101,544
|
|
|
|
|
|
|
|
||||||||||
Tangible book value per common share:
|
|
|
|
|
|||||||||||
Tangible equity
|
$
|
279,489
|
|
$
|
270,172
|
|
$
|
273,421
|
|
$
|
266,995
|
|
$
|
266,927
|
|
Common shares outstanding
|
18,157,932
|
|
18,404,864
|
|
18,400,809
|
|
18,391,575
|
|
18,374,256
|
|
|||||
|
|
|
|
|
|
||||||||||
Tangible book value per common share
|
$
|
15.39
|
|
$
|
14.68
|
|
$
|
14.86
|
|
$
|
14.52
|
|
$
|
14.53
|
|
|
|
|
|
|
|
||||||||||
Tangible equity to tangible assets ratio:
|
|
|
|
|
|||||||||||
Tangible equity
|
$
|
279,489
|
|
$
|
270,172
|
|
$
|
273,421
|
|
$
|
266,995
|
|
$
|
266,927
|
|
Tangible assets
|
$
|
3,145,932
|
|
$
|
3,109,353
|
|
$
|
3,077,491
|
|
$
|
3,059,256
|
|
$
|
3,101,544
|
|
|
|
|
|
|
|
||||||||||
Tangible equity to tangible assets
|
8.88
|
%
|
8.69
|
%
|
8.88
|
%
|
8.73
|
%
|
8.61
|
%
|
Increase in Interest Rate
|
Estimated Increase in
Net Interest Income
|
|
Estimated Decrease in Economic Value of Equity
|
||||||||||||||||||||||
(in Basis Points)
|
March 31, 2016
|
|
December 31, 2015
|
|
March 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||
300
|
$
|
2,625
|
|
|
2.6
|
%
|
|
$
|
1,477
|
|
1.5
|
%
|
|
$
|
(81,790
|
)
|
|
(14.0
|
)%
|
|
$
|
(88,774
|
)
|
(15.3
|
)%
|
200
|
2,827
|
|
|
2.8
|
%
|
|
1,943
|
|
1.9
|
%
|
|
(51,022
|
)
|
|
(8.7
|
)%
|
|
(57,205
|
)
|
(9.9
|
)%
|
||||
100
|
2,372
|
|
|
2.4
|
%
|
|
1,823
|
|
1.8
|
%
|
|
(22,031
|
)
|
|
(3.8
|
)%
|
|
(27,036
|
)
|
(4.7
|
)%
|
(Dollars in thousands)
|
March 31,
2016 |
December 31,
2015 |
September 30,
2015 |
June 30,
2015 |
March 31,
2015 |
||||||||||
Home equity lines of credit
|
$
|
84,826
|
|
$
|
84,148
|
|
$
|
84,613
|
|
$
|
84,687
|
|
$
|
85,591
|
|
Unadvanced construction loans
|
70,389
|
|
77,479
|
|
73,715
|
|
64,244
|
|
74,690
|
|
|||||
Other loan commitments
|
245,679
|
|
233,689
|
|
224,673
|
|
216,957
|
|
213,698
|
|
|||||
Loan commitments
|
$
|
400,894
|
|
$
|
395,316
|
|
$
|
383,001
|
|
$
|
365,888
|
|
$
|
373,979
|
|
Standby letters of credit
|
$
|
22,376
|
|
$
|
22,970
|
|
$
|
22,494
|
|
$
|
22,247
|
|
$
|
28,879
|
|
(a)
|
information required to be disclosed by Peoples in this Quarterly Report on Form 10-Q 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 Quarterly Report on Form 10-Q 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 fiscal quarter covered by this Quarterly Report on Form 10-Q.
|
(1)
|
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. The total number of common shares purchased under this share repurchase program as of April 27, 2016 was 279,770 at an aggregate price of $5.0 million.
|
(2)
|
Information reported includes 600 common shares, 1,300 common shares and 500 common shares purchased in open market transactions during January, February and March, respectively, by Peoples Bank under the Rabbi Trust Agreement establishing 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.
|
(3)
|
Information reported includes 6,362 common shares and 7,409 common shares withheld in January and February to pay income tax or other tax liabilities associated with vested restricted common shares.
|
|
|
|
PEOPLES BANCORP INC.
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|
|
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|
Date:
|
April 28, 2016
|
By: /s/
|
CHARLES W. SULERZYSKI
|
|
|
|
Charles W. Sulerzyski
|
|
|
|
President and Chief Executive Officer
|
|
|
|
|
|
|
|
|
Date:
|
April 28, 2016
|
By: /s/
|
JOHN C. ROGERS
|
|
|
|
John C. Rogers
|
|
|
|
Executive Vice President,
|
|
|
|
Chief Financial Officer and Treasurer
|
EXHIBIT INDEX
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PEOPLES BANCORP INC. QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2016
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Exhibit
Number
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|
Description
|
|
Exhibit Location
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|
|
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2.1
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|
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 joint proxy statement/prospectus which forms a part of Peoples' Registration Statement on Form S-4 (Registration No. 333-199152)
|
|
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|
|
|
3.1(a)
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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 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)
|
|
|
|
|
|
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)
|
|
|
|
|
|
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)
|
|
|
|
|
|
* 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 its request.
|
If to the Company, to:
|
If to the Executive, to:
|
||
|
Attn: General Counsel
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|
PEOPLES BANCORP INC.
|
|
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|
138 Putnam Street
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Marietta, Ohio 45750
|
Fax:
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|
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Fax: (740) 568-1422
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|
|
EXECUTIVE
:
|
|
|
PEOPLES BANCORP INC.
|
__________________________________
|
By:
|
[Name of Executive]
|
Printed Name:
|
|
Title:
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 2016
, of Peoples Bancorp Inc.;
|
2.
|
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;
|
3.
|
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;
|
4.
|
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:
|
a.
|
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;
|
b.
|
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;
|
c.
|
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
|
d.
|
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
|
5.
|
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):
|
a.
|
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
|
b.
|
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.
|
|
|
|
|
|
Date:
|
April 28, 2016
|
|
By:/s/
|
CHARLES W. SULERZYSKI
|
|
|
|
|
Charles W. Sulerzyski
|
|
|
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 2016
, of Peoples Bancorp Inc.;
|
2.
|
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;
|
3.
|
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;
|
4.
|
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:
|
a.
|
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;
|
b.
|
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;
|
c.
|
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
|
d.
|
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
|
5.
|
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):
|
a.
|
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
|
b.
|
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.
|
|
|
|
|
|
Date:
|
April 28, 2016
|
|
By:/s/
|
JOHN C. ROGERS
|
|
|
|
|
John C. Rogers
|
|
|
|
|
Executive Vice President,
|
|
|
|
|
Chief Financial Officer and Treasurer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
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.
|
|
|
|
|
|
Date:
|
April 28, 2016
|
|
By:/s/
|
CHARLES W. SULERZYSKI
|
|
|
|
|
Charles W. Sulerzyski
|
|
|
|
|
President and Chief Executive Officer
|
|
|
|
|
|
Date:
|
April 28, 2016
|
|
By:/s/
|
JOHN C. ROGERS
|
|
|
|
|
John C. Rogers
|
|
|
|
|
Executive Vice President,
|
|
|
|
|
Chief Financial Officer and Treasurer
|