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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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PEOPLES BANCORP INC.
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(Exact name of registrant as specified in its charter)
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Ohio
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31-0987416
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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138 Putnam Street, P.O. Box 738, Marietta, Ohio
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45750-0738
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
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(740) 373-3155
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Name of each exchange on which registered
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Common shares, without par value
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The NASDAQ Stock Market
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Securities registered pursuant to Section 12(g) of the Act:
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None
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Large accelerated
filer
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Accelerated filer
x
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
o
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•
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limit the extent to which a bank or its subsidiaries may engage in "covered transactions" with any one affiliate;
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limit the extent to which a bank or its subsidiaries may engage in "covered transactions" with all affiliates; and
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require that all such transactions be on terms substantially the same, or at least as favorable to the bank or subsidiary, as those provided to a non-affiliate.
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prohibit incentive-based compensation arrangements that are "excessive" or "could lead to material financial loss;"
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require incentive-based compensation that is consistent with a balance of risk and reward, effective management and control of risk, and effective governance; and
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Changes in economic and political conditions could adversely affect Peoples’ earnings through declines in deposits, loan demand, the ability of its customers to repay loans and the value of the collateral securing its loans.
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Peoples' ability to complete acquisitions and integrate completed acquisitions could have an adverse affect on Peoples' business, earnings and financial condition.
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Legislative or regulatory changes or actions, or significant litigation, could adversely impact Peoples or the businesses in which it is engaged.
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Defaults by larger financial institutions could adversely affect Peoples' business, earnings and financial condition.
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Peoples' failure to be in compliance with any material provision or covenant of its debt instruments could have a material adverse effect on Peoples' liquidity and operations.
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Increases in FDIC insurance premiums may have a material adverse affect on Peoples' earnings.
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Changes in interest rates may adversely affect Peoples' profitability.
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Peoples' exposure to credit risk could adversely affect Peoples' earnings and financial condition.
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Peoples' allowance for loan losses may be insufficient to absorb the probable, incurred losses in its loan portfolio.
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Changes in accounting standards, policies, estimates or procedures may impact Peoples' reported financial condition or results of operations.
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Peoples and Peoples Bank may elect or be compelled to seek additional capital in the future, but that capital may not be available when it is needed.
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The financial services industry is very competitive.
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Peoples' ability to pay dividends is limited, and Peoples may not be in the position to pay dividends in the future.
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Peoples' business could be adversely affected by interruptions in the effective operations of, or security breaches affecting its computer systems and telecommunications networks, or those of a third-party service provider.
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Anti-takeover provisions may delay or prevent an acquisition or change in control by a third party.
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Peoples is exposed to operational risk.
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Peoples' business could be adversely affected by third-party service providers, data breaches and cyber-attacks.
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Peoples depends upon the accuracy and completeness of information about customers and counterparties.
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Peoples Bank may be required to repurchase loans it has sold or indemnify loan purchasers under the terms of the sale agreements, which could adversely affect Peoples’ liquidity, results of operations and financial condition.
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Changes in tax laws could adversely affect Peoples' performance.
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Peoples and its subsidiaries are subject to examinations and challenges by tax authorities.
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Peoples or one of its subsidiaries may be a defendant from time to time in the future in a variety of litigation and other actions, which could have a material adverse effect on Peoples' financial condition, results of operations and cash flows.
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High
Sales
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Low
Sales
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Dividends
Declared
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2016
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Fourth Quarter
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$
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32.82
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$
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24.13
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$
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0.17
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Third Quarter
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24.82
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21.40
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0.16
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Second Quarter
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22.14
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19.13
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0.16
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First Quarter
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19.55
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16.50
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0.15
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2015
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Fourth Quarter
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$
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22.00
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$
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18.12
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$
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0.15
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Third Quarter
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24.33
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20.63
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0.15
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Second Quarter
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24.74
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22.65
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0.15
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First Quarter
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26.01
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22.63
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0.15
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(1)
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On November 3, 2015, Peoples announced that on that same date, Peoples' Board of Directors authorized a share repurchase program authorizing Peoples to purchase up to $20 million of its outstanding common shares. No common shares were purchased under this share repurchase program during the three months ended December 31, 2016. Additional information regarding the share repurchase program can be found in Note 10 of the Notes to the Consolidated Financial Statements.
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(2)
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Information includes 1,314 common shares, 15 common shares, and 285 common shares purchased in open market transactions during October, November, and December, respectively, by Peoples Bank under the Rabbi Trust Agreement. The Rabbi Trust Agreement establishes a rabbi trust that holds assets to provide funds for the payment of the benefits under the Peoples Bancorp Inc. Third Amended and Restated Deferred Compensation Plan for Directors of Peoples Bancorp Inc. and Subsidiaries.
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(3)
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Includes 374 common shares, 1,132 common shares, and 1,822 common shares withheld during October, November, and December, respectively, to pay income tax or other tax liabilities associated with vested restricted common shares.
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At December 31,
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2011
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2012
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2013
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2014
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2015
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2016
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Peoples Bancorp Inc.
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$
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100.00
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$
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140.94
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$
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159.18
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$
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187.97
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$
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140.34
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$
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248.73
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NASDAQ Stocks (U.S. Companies)
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$
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100.00
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$
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117.63
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$
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164.88
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$
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189.33
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$
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202.80
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$
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220.95
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NASDAQ Bank Stocks
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$
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100.00
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$
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118.58
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$
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168.05
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$
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176.32
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$
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191.91
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$
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264.66
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At or For the Year Ended December 31,
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2016
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2015
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2014
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2013
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2012
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Operating Data (a)
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Total interest income
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$
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115,444
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$
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108,333
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$
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80,200
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$
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67,071
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$
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69,470
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Total interest expense
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10,579
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10,721
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10,694
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11,686
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14,995
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Net interest income
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104,865
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97,612
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69,506
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55,385
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54,475
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Provision for (recovery of) loan losses
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3,539
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14,097
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339
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(4,410
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)
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(4,716
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)
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Net (loss) gain on investment securities and other
transactions
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(203
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(1,059
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)
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(33
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)
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334
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(778
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)
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Total non-interest income
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51,070
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47,441
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40,053
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37,220
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34,971
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FDIC insurance expense
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1,899
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2,084
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1,260
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1,036
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1,002
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Other expense
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105,012
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112,997
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83,749
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67,229
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62,472
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Net income available to common shareholders
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$
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31,157
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$
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10,941
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$
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16,684
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$
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17,574
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$
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20,385
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Balance Sheet Data (a)
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Total investment securities
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$
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859,455
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$
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868,830
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$
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713,659
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$
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680,526
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$
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709,085
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Loans, net of deferred fees and costs
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2,224,936
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2,072,440
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1,620,898
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1,196,234
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985,172
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Allowance for loan losses
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18,429
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16,779
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17,881
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17,065
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17,811
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Total intangible assets
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146,018
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149,617
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109,158
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77,603
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68,525
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Total assets
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3,432,348
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3,258,970
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2,567,769
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2,059,108
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1,918,050
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Non-interest-bearing deposits
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734,421
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717,939
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493,162
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409,891
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317,071
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Brokered certificates of deposits
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15,696
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33,857
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39,691
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49,041
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55,599
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Other interest-bearing deposits
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1,759,605
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1,784,148
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1,400,221
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1,121,826
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1,119,633
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Short-term borrowings
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305,607
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160,386
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88,277
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113,590
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47,769
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Junior subordinated debentures held by subsidiary trust
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6,924
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6,736
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—
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—
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—
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Other long-term borrowings
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138,231
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106,934
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179,083
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121,826
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128,823
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Total stockholders' equity
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435,261
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419,789
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340,118
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221,553
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221,728
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Tangible assets (b)
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3,286,330
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3,109,353
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2,458,611
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1,981,505
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1,849,525
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Tangible equity (b)
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289,243
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270,172
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230,960
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143,950
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153,203
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Per Common Share Data (a)
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Earnings per common share – basic
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$
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1.72
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$
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0.62
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$
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1.36
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$
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1.65
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$
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1.92
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Earnings per common share – diluted
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1.71
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0.61
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1.35
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1.63
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1.92
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Cash dividends declared per common share
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0.64
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0.60
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0.60
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0.54
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0.45
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Book value per common share (c)
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23.92
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22.81
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22.92
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20.89
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21.02
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Tangible book value per common share (b)(c)
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$
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15.89
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$
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14.68
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$
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15.57
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$
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13.57
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$
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14.52
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Weighted-average number of common shares outstanding – basic
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18,013,693
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17,555,140
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12,183,352
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10,581,222
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10,527,885
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Weighted-average number of common shares outstanding – diluted
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18,155,463
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17,687,795
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12,306,224
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10,679,417
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10,528,286
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Common shares outstanding at end of period
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18,200,067
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18,404,864
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14,836,727
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10,605,782
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10,547,960
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Closing stock price at end of period
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$
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32.46
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$
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18.84
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$
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25.93
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$
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22.51
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$
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20.43
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At or For the Year Ended December 31,
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2016
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2015
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2014
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2013
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2012
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Significant Ratios (a)
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Return on average stockholders' equity
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7.20
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%
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2.69
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%
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6.16
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%
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7.92
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%
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9.52
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%
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Return on average assets
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0.94
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0.35
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0.74
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0.91
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1.11
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Average stockholders' equity to average assets
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13.03
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13.09
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12.08
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11.48
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11.63
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Average loans to average deposits
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83.22
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80.08
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79.58
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70.79
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68.23
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Net interest margin
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3.54
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3.53
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3.45
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3.23
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3.36
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Efficiency ratio (c)(d)
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65.13
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75.50
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75.37
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71.90
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69.55
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Pre-provision net revenue to total average assets (e)
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1.48
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0.96
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1.10
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1.26
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1.41
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Dividend payout ratio
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37.40
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%
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96.35
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%
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43.10
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%
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33.20
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%
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23.58
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%
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Asset Quality Ratios (a)
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Nonperforming loans as a percent of total loans (c)(f)
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1.13
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%
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0.94
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%
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0.69
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%
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0.60
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%
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1.43
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%
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Nonperforming assets as a percent of total assets (c)(f)
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0.75
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0.62
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|
0.47
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0.39
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0.78
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Nonperforming assets as a percent of total loans and other real estate owned ("OREO") (c)(f)
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1.16
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0.98
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0.75
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0.67
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1.52
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Criticized loans as a percent of total loans (c)(g)
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4.46
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5.89
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4.60
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4.94
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|
9.01
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Classified loans as a percent of total loans (c)(h)
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2.59
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|
2.91
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|
2.76
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|
3.07
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|
4.72
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Allowance for loan losses as a percent of originated loans, net of deferred fees and costs (c)(i)
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1.08
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1.19
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1.48
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1.58
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|
1.86
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Allowance for loan losses as a percent of nonperforming loans (c)(f)(i)
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73.43
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86.05
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159.58
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237.87
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125.34
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Provision for (recovery of) loan losses as a percent of average total
loans
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0.17
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0.72
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0.02
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(0.42
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)
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(0.49
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)
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Net charge-offs (recoveries) as a percent of average total loans (j)
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0.09
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%
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0.78
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%
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(0.03
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)%
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(0.35
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)%
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0.12
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%
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Capital Ratios (a)
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|||||
Common Equity Tier 1 (k)
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12.91
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%
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13.36%
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N/A
|
N/A
|
N/A
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||||
Tier 1
|
13.21
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|
13.67
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|
14.32
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|
12.42
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|
14.06
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Total (Tier 1 and Tier 2)
|
14.11
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|
14.54
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|
15.48
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|
13.78
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|
15.43
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Tier 1 leverage
|
9.66
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|
9.52
|
|
9.92
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|
8.52
|
|
8.83
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Tangible equity to tangible assets (b)
|
8.80
|
|
8.69
|
|
9.39
|
|
7.26
|
|
8.28
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(a)
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Reflects the impact of the acquisition of NB&T beginning March 6, 2015, of Midwest Bancshares, Inc. ("Midwest") beginning May 30, 2014, of Ohio Heritage Bancorp, Inc. ("Ohio Heritage") beginning August 22, 2014 and of North Akron Savings Bank ("North Akron") beginning October 24, 2014.
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(b)
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This amount represents a non-GAAP financial measure since it excludes the balance sheet impact of intangible assets acquired through acquisitions on total stockholders’ equity and total assets. Additional information regarding the calculation of this amount can be found in "ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS" of this Form 10-K under the caption “Capital/Stockholders’ Equity”.
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(c)
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Data presented as of the end of the year indicated.
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(d)
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Total other expenses (less amortization of other intangible assets) as a percentage of fully tax-equivalent net interest income plus total non-interest income. This amount represents a non-GAAP financial measure since it excludes amortization of other intangible assets, and all gains and/or losses included in earnings, and uses fully tax-equivalent net interest income. Additional information regarding the calculation of this amount can be found in "ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS" of this Form 10-K under the caption “Efficiency Ratio”.
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(e)
|
This ratio represents a non-GAAP financial measure since it excludes the provision for loan losses and all gains and/or losses included in earnings. Additional information regarding the calculation of this ratio can be found in "ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS" of this Form 10-K under the caption “Pre-Provision Net Revenue”.
|
(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)
|
Includes loans categorized as watch, substandard or doubtful.
|
(h)
|
Includes loans categorized as substandard or doubtful.
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(i)
|
The decreases since 2013 were primarily due to a reduction in the five year historical loss rates. Additional information regarding the allowance for loan losses can be found in "ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS" of this Form 10-K under the caption "Allowance for Loan Losses".
|
(j)
|
Net charge-offs (recoveries) as a percent of average total loans increased in 2015 as Peoples recorded a $13.1 million charge-off associated with one large commercial relationship, resulting in 0.67% of the reported amount of 0.78%.
|
(k)
|
Peoples' capital conservation buffer was
6.11%
at December 31, 2016, compared to 2.50% for the fully phased-in capital conservation buffer required by January 1, 2019.
|
(1)
|
Peoples' ability to leverage the system conversion (including the related core operating systems, data systems and products) without complications or difficulties that may otherwise result in the loss of customers, operational problems or one-time costs currently not anticipated to arise in connection with such conversion;
|
(2)
|
the success, impact, and timing of the implementation of Peoples' business strategies, including the successful integration of acquisitions and the expansion of consumer lending activity;
|
(3)
|
Peoples' ability to integrate future acquisitions which may be unsuccessful, or may be more difficult, time-consuming or costly than expected;
|
(4)
|
Peoples may issue equity securities in connection with future acquisitions, which could cause ownership and economic dilution to Peoples' current shareholders;
|
(5)
|
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;
|
(6)
|
competitive pressures among financial institutions or from non-financial institutions may increase significantly, including product and pricing pressures, changes to third-party relationships and revenues, and Peoples' ability to attract, develop and retain qualified professionals;
|
(7)
|
changes in the interest rate environment due to economic conditions and/or the fiscal policies of the U.S. government and Federal Reserve Board, which may adversely impact interest rates, interest margins, loan demand and interest rate sensitivity;
|
(8)
|
changes in prepayment speeds, loan originations, levels of non-performing assets, delinquent loans and charge-offs, which may be less favorable than expected and adversely impact the amount of interest income generated;
|
(9)
|
adverse changes in economic conditions and/or activities, including, but not limited to, continued economic uncertainty in the U.S., the European Union (including the uncertainty created by the June 23, 2016 referendum by British voters to exit the European Union), Asia, and other areas, which could decrease sales volumes and increase loan delinquencies and defaults;
|
(10)
|
uncertainty regarding the nature, timing and effect of legislative or regulatory changes or actions, promulgated and to be promulgated by governmental and regulatory agencies including the ODFI, the FDIC, the OCC, the Federal Reserve Board and the CFPB, which may subject Peoples, its subsidiaries, or one or more acquired companies to a variety of new and more stringent legal and regulatory requirements which adversely affect their respective businesses, including in particular the rules and regulations promulgated and to be promulgated under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, and the Basel III regulatory capital reform;
|
(11)
|
deterioration in the credit quality of Peoples' loan portfolio, which may adversely impact the provision for loan losses;
|
(12)
|
changes in accounting standards, policies, estimates or procedures which may adversely affect Peoples' reported financial condition or results of operations;
|
(13)
|
Peoples' assumptions and estimates used in applying critical accounting policies, which may prove unreliable, inaccurate or not predictive of actual results;
|
(14)
|
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
|
(15)
|
Peoples' ability to receive dividends from its subsidiaries;
|
(16)
|
Peoples' ability to maintain required capital levels and adequate sources of funding and liquidity;
|
(17)
|
the impact of new minimum capital thresholds established as a part of the implementation of Basel III;
|
(18)
|
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;
|
(19)
|
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;
|
(20)
|
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;
|
(21)
|
changes in consumer spending, borrowing and saving habits, whether due to changes in business and economic conditions, legislative or regulatory initiatives, or other factors, which may be different than anticipated;
|
(22)
|
the overall adequacy of Peoples' risk management program;
|
(23)
|
the impact on Peoples' businesses, as well as on the risks described above, of various domestic or international military or terrorist activities or conflicts;
|
(24)
|
significant changes in the tax laws, which may adversely affect the fair values of net deferred tax assets and obligations of states and political subdivisions held in Peoples' investment securities portfolio; and
|
(25)
|
other risk factors relating to the banking industry or Peoples as detailed from time to time in Peoples' reports filed with the SEC, including those risk factors included in the disclosures under the heading "ITEM 1A. RISK FACTORS" of this Form 10-K.
|
◦
|
On January 31, 2017, Peoples Insurance acquired a third-party insurance administration company with annual net revenue of $0.4 million. This acquisition did not materially impact Peoples' financial position, results of operations or cash flows.
|
◦
|
On November 7, 2016, Peoples converted its core banking system (including the related operating systems, data systems and products). The conversion resulted in a pre-tax combined revenue and expense impact of $1.3 million, or $0.05 in earnings per diluted share, for the full year. Deposit account service charges were impacted by the system conversion as Peoples granted waivers of $85,000 related to account services charges in the month of the conversion. The remainder of the $1.3 million was recorded in various expense categories, primarily in other non-interest expense, professional fees, and salaries and employee benefit costs.
|
◦
|
In 2016, Peoples closed three Ohio branches that were located in Owensville, Marietta and The Plains. Additional branches to close in 2017 include two Ohio offices located in Belpre and Wilmington, and two West Virginia offices located in Huntington and Point Pleasant. These four branches will remain open through March 31, 2017.
|
◦
|
Peoples continually evaluates the overall balance sheet position given the interest rate environment. During 2016, Peoples executed transactions to take advantage of the low interest rates, which included:
|
▪
|
Peoples restructured $20.0 million of FHLB long-term advance borrowings that had a weighted-average rate of 2.97%, resulting in a $700,000 loss. Peoples replaced these borrowings with a long-term FHLB advance, which has an interest rate of 2.17% and matures in 2026.
|
▪
|
Peoples borrowed an additional $35.0 million of long-term FHLB amortizing advances, which had interest rates ranging from 1.08% to 1.40%, and mature between 2019 and 2031.
|
▪
|
Peoples entered into five forward starting interest rate swaps to obtain short-term borrowings at fixed rates, with interest rates ranging from 1.49% to 1.83%, which become effective in 2018 and mature between 2022 and 2026. These swaps locked in funding rates for $40.0 million in FHLB advances that mature in 2018, which have interest rates ranging from 3.57% to 3.92%.
|
◦
|
On June 8, 2016, Peoples purchased an additional $35.0 million in bank owned life insurance ("BOLI").
|
◦
|
During the second quarter of 2016, Peoples sold $28.9 million of available-for-sale securities with a weighted average yield of 2.14%, for a gain of $767,000.
|
◦
|
Effective March 2, 2016, Peoples terminated the loan agreement with U.S. Bank National Association dated as of December 18, 2012, as amended (the "U.S. Bank Loan Agreement"). 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 "RJB Credit Agreement") with Raymond James Bank, N.A. ("Raymond James Bank"), 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 then outstanding $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 upfront fees for the establishment of a revolving line of credit agreement 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 cash consideration of $0.5 million. This acquisition did not materially impact Peoples' financial position, results of operations or cash flows.
|
◦
|
During 2015, Peoples recorded aggregate charge-offs of $13.1 million on a single, impaired commercial loan relationship consisting of four impaired loans. As of December 31, 2015, Peoples net recorded investment with respect to these loans was zero.
|
◦
|
On December 30, 2015, Peoples announced that Peoples Bank, National Association, the banking subsidiary of Peoples, converted from a national banking association into an Ohio state-chartered bank which is a member of the Federal Reserve System. As a result of the charter conversion, the legal name of Peoples' banking subsidiary was changed to "Peoples Bank" and the converted bank operates under the trade name and federally registered service mark "Peoples Bank." Additionally, Peoples' banking subsidiary saw a reduction in the annual cost associated with regulatory examination fees commencing in 2016.
|
◦
|
On November 3, 2015, Peoples announced that its Board of Directors approved and adopted a share repurchase program authorizing Peoples to purchase, from time to time, up to an aggregate of $20 million of its outstanding common shares. As of December 31, 2016, Peoples had repurchased an aggregate of 279,770 common shares with a total cost of $5.0 million. All of these common shares were purchased in the first half of 2016 with none being purchased in 2015.
|
◦
|
On July 24, 2015, Peoples repaid the principal balance of 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 termination of the U.S. Bank Loan Agreement effective March 2, 2016, as described above.
|
◦
|
On July 21, 2015, Peoples Insurance acquired an insurance agency and related customer accounts in the Lebanon, Ohio area for total cash consideration of $0.9 million, and recorded $0.5 million of customer relationship intangibles and $0.4 million of goodwill.
|
◦
|
In December 2016, the Federal Reserve Board raised short-term rates, including the Federal Funds Rate and the Discount Rate by 0.25%, to a range of 0.50% to 0.75% for the Federal Funds Rate and to 1.25% for the Discount Rate. The Federal Reserve Board had previously maintained its target Federal Funds Rate at a level of 0.25% to 0.50% since December 2015 and had maintained the Discount Rate at 1.00% since December 2015. The Federal Reserve Board has indicated the possibility that these short-term rates could again be raised in 2017.
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||||||||
(
Dollars in thousands)
|
Average Balance
|
Income/ Expense
|
Yield/Cost
|
|
Average Balance
|
Income/ Expense
|
Yield/Cost
|
|
Average Balance
|
Income/ Expense
|
Yield/Cost
|
|||||||||||||||
Short-term investments
|
$
|
9,667
|
|
$
|
50
|
|
0.52
|
%
|
|
$
|
50,858
|
|
$
|
123
|
|
0.24
|
%
|
|
$
|
15,394
|
|
$
|
1
|
|
0.01
|
%
|
Other long-term investments
|
—
|
|
—
|
|
—
|
%
|
|
1,261
|
|
12
|
|
0.95
|
%
|
|
1,913
|
|
8
|
|
0.42
|
%
|
||||||
Investment Securities (1)(2):
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Taxable
|
753,213
|
|
18,606
|
|
2.47
|
%
|
|
727,239
|
|
18,235
|
|
2.51
|
%
|
|
630,057
|
|
17,023
|
|
2.70
|
%
|
||||||
Nontaxable
|
112,808
|
|
4,810
|
|
4.26
|
%
|
|
106,518
|
|
4,603
|
|
4.32
|
%
|
|
59,759
|
|
2,785
|
|
4.66
|
%
|
||||||
Total investment securities
|
866,021
|
|
23,416
|
|
2.70
|
%
|
|
833,757
|
|
22,838
|
|
2.74
|
%
|
|
689,816
|
|
19,808
|
|
2.87
|
%
|
||||||
Loans (2)(3):
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Commercial real estate, construction
|
88,559
|
|
3,455
|
|
3.84
|
%
|
|
64,421
|
|
2,730
|
|
4.24
|
%
|
|
44,205
|
|
1,808
|
|
4.09
|
%
|
||||||
Commercial real estate, other
|
721,535
|
|
33,651
|
|
4.59
|
%
|
|
692,773
|
|
31,781
|
|
4.59
|
%
|
|
494,440
|
|
22,724
|
|
4.60
|
%
|
||||||
Commercial and industrial
|
376,881
|
|
15,769
|
|
4.12
|
%
|
|
329,030
|
|
14,003
|
|
4.26
|
%
|
|
250,248
|
|
11,079
|
|
4.43
|
%
|
||||||
Residential real estate (4)
|
557,537
|
|
24,279
|
|
4.35
|
%
|
|
554,909
|
|
24,554
|
|
4.42
|
%
|
|
345,398
|
|
16,051
|
|
4.65
|
%
|
||||||
Home equity lines of credit
|
109,164
|
|
4,853
|
|
4.45
|
%
|
|
99,984
|
|
4,575
|
|
4.58
|
%
|
|
66,826
|
|
2,398
|
|
3.59
|
%
|
||||||
Consumer
|
279,499
|
|
11,998
|
|
4.29
|
%
|
|
211,124
|
|
9,695
|
|
4.59
|
%
|
|
163,691
|
|
7,658
|
|
4.68
|
%
|
||||||
Total loans
|
2,133,175
|
|
94,005
|
|
4.41
|
%
|
|
1,952,241
|
|
87,338
|
|
4.47
|
%
|
|
1,364,808
|
|
61,718
|
|
4.52
|
%
|
||||||
Less: Allowance for loan losses
|
(17,564
|
)
|
|
|
|
(19,174
|
)
|
|
|
|
(17,362
|
)
|
|
|
||||||||||||
Net loans
|
2,115,611
|
|
94,005
|
|
4.40
|
%
|
|
1,933,067
|
|
87,338
|
|
4.52
|
%
|
|
1,347,446
|
|
61,718
|
|
4.58
|
%
|
||||||
Total earning assets
|
2,991,299
|
|
117,471
|
|
3.90
|
%
|
|
2,818,943
|
|
110,311
|
|
3.91
|
%
|
|
2,054,569
|
|
81,535
|
|
3.97
|
%
|
||||||
Intangible assets
|
147,981
|
|
|
|
|
144,013
|
|
|
|
|
87,821
|
|
|
|
||||||||||||
Other assets
|
181,167
|
|
|
|
|
148,897
|
|
|
|
|
98,144
|
|
|
|
||||||||||||
Total assets
|
$
|
3,320,447
|
|
|
|
|
$
|
3,111,853
|
|
|
|
|
$
|
2,240,534
|
|
|
|
|||||||||
Deposits:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Savings accounts
|
$
|
434,140
|
|
$
|
231
|
|
0.05
|
%
|
|
$
|
388,802
|
|
$
|
209
|
|
0.05
|
%
|
|
$
|
247,419
|
|
$
|
135
|
|
0.05
|
%
|
Government deposit accounts
|
296,590
|
|
570
|
|
0.19
|
%
|
|
276,367
|
|
597
|
|
0.22
|
%
|
|
165,622
|
|
470
|
|
0.28
|
%
|
||||||
Interest-bearing demand accounts
|
260,788
|
|
217
|
|
0.08
|
%
|
|
222,868
|
|
178
|
|
0.08
|
%
|
|
148,687
|
|
124
|
|
0.08
|
%
|
||||||
Money market accounts
|
401,693
|
|
702
|
|
0.17
|
%
|
|
384,258
|
|
614
|
|
0.16
|
%
|
|
293,214
|
|
472
|
|
0.16
|
%
|
||||||
Brokered deposits
|
24,231
|
|
846
|
|
3.49
|
%
|
|
36,303
|
|
1,352
|
|
3.72
|
%
|
|
42,598
|
|
1,568
|
|
3.68
|
%
|
||||||
Retail certificates of deposit
|
423,680
|
|
3,376
|
|
0.80
|
%
|
|
465,861
|
|
3,256
|
|
0.70
|
%
|
|
383,574
|
|
3,337
|
|
0.87
|
%
|
||||||
Total interest-bearing deposits
|
1,841,122
|
|
5,942
|
|
0.32
|
%
|
|
1,774,459
|
|
6,206
|
|
0.35
|
%
|
|
1,281,114
|
|
6,106
|
|
0.48
|
%
|
||||||
Borrowed Funds:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Short-term FHLB advances
|
86,260
|
|
384
|
|
0.45
|
%
|
|
16,863
|
|
42
|
|
0.25
|
%
|
|
36,678
|
|
47
|
|
0.13
|
%
|
||||||
Retail repurchase agreements
|
72,909
|
|
124
|
|
0.17
|
%
|
|
83,574
|
|
140
|
|
0.17
|
%
|
|
59,362
|
|
99
|
|
0.17
|
%
|
||||||
Total short-term borrowings
|
159,169
|
|
508
|
|
0.32
|
%
|
|
100,437
|
|
182
|
|
0.18
|
%
|
|
96,040
|
|
146
|
|
0.15
|
%
|
||||||
Long-term FHLB advances
|
84,605
|
|
2,238
|
|
2.65
|
%
|
|
82,184
|
|
2,256
|
|
2.75
|
%
|
|
80,837
|
|
2,299
|
|
2.84
|
%
|
||||||
Wholesale repurchase agreements
|
40,000
|
|
1,475
|
|
3.69
|
%
|
|
40,000
|
|
1,471
|
|
3.68
|
%
|
|
40,000
|
|
1,471
|
|
3.68
|
%
|
||||||
Other borrowings
|
6,781
|
|
416
|
|
6.13
|
%
|
|
13,064
|
|
606
|
|
4.58
|
%
|
|
17,334
|
|
672
|
|
3.88
|
%
|
||||||
Total long-term borrowings
|
131,386
|
|
4,129
|
|
3.14
|
%
|
|
135,248
|
|
4,333
|
|
3.20
|
%
|
|
138,171
|
|
4,442
|
|
3.21
|
%
|
||||||
Total borrowed funds
|
290,555
|
|
4,637
|
|
1.60
|
%
|
|
235,685
|
|
4,515
|
|
1.92
|
%
|
|
234,211
|
|
4,588
|
|
1.96
|
%
|
||||||
Total interest-bearing liabilities
|
2,131,677
|
|
10,579
|
|
0.50
|
%
|
|
2,010,144
|
|
10,721
|
|
0.53
|
%
|
|
1,515,325
|
|
10,694
|
|
0.71
|
%
|
||||||
Non-interest-bearing deposits
|
722,291
|
|
|
|
|
663,395
|
|
|
|
|
433,798
|
|
|
|
||||||||||||
Other liabilities
|
33,813
|
|
|
|
|
|
31,018
|
|
|
|
|
|
20,722
|
|
|
|
|
|||||||||
Total liabilities
|
2,887,781
|
|
|
|
|
2,704,557
|
|
|
|
|
1,969,845
|
|
|
|
||||||||||||
Total stockholders’ equity
|
432,666
|
|
|
|
|
|
407,296
|
|
|
|
|
|
270,689
|
|
|
|
|
|||||||||
Total liabilities and stockholders’ equity
|
$
|
3,320,447
|
|
|
|
|
|
$
|
3,111,853
|
|
|
|
|
|
$
|
2,240,534
|
|
|
|
|
||||||
Interest rate spread
|
|
$
|
106,892
|
|
3.40
|
%
|
|
|
$
|
99,590
|
|
3.38
|
%
|
|
|
$
|
70,841
|
|
3.26
|
%
|
||||||
Net interest margin
|
3.54
|
%
|
|
|
|
3.53
|
%
|
|
|
|
3.45
|
%
|
(1)
|
Average balances are based on carrying value.
|
(2)
|
Interest income and yields are presented on a fully tax-equivalent basis using a 35% federal statutory tax rate.
|
(3)
|
Average balances include nonaccrual and impaired loans. Interest income includes interest earned and received on nonaccrual loans prior to the loans being placed on nonaccrual status. Loan fees included in interest income were immaterial for all periods presented.
|
(4)
|
Loans held for sale are included in the average loan balance listed. Related interest income on loans originated for sale prior to the loan being sold is included in loan interest income.
|
(Dollars in thousands)
|
Changes from 2015 to 2016
|
|
Changes from 2014 to 2015
|
||||||||||||||||
Increase (decrease) in:
|
Rate
|
Volume
|
Total
(1)
|
|
Rate
|
Volume
|
Total
(1)
|
||||||||||||
INTEREST INCOME:
|
|
|
|
|
|
|
|
||||||||||||
Short-term investments
|
$
|
74
|
|
$
|
(147
|
)
|
$
|
(73
|
)
|
|
$
|
123
|
|
$
|
(1
|
)
|
$
|
122
|
|
Other long-term investments
|
(6
|
)
|
(6
|
)
|
(12
|
)
|
|
8
|
|
(4
|
)
|
4
|
|
||||||
Investment Securities (2):
|
|
|
|
|
|
|
|
||||||||||||
Taxable
|
(274
|
)
|
645
|
|
371
|
|
|
(1,285
|
)
|
2,497
|
|
1,212
|
|
||||||
Nontaxable
|
(62
|
)
|
269
|
|
207
|
|
|
(216
|
)
|
2,034
|
|
1,818
|
|
||||||
Total investment income
|
(336
|
)
|
914
|
|
578
|
|
|
(1,501
|
)
|
4,531
|
|
3,030
|
|
||||||
Loans (2)
:
|
|
|
|
|
|
|
|
||||||||||||
Commercial real estate, construction
|
(232
|
)
|
957
|
|
725
|
|
|
67
|
|
855
|
|
922
|
|
||||||
Commercial real estate, other
|
468
|
|
1,402
|
|
1,870
|
|
|
(42
|
)
|
9,099
|
|
9,057
|
|
||||||
Commercial and industrial
|
(267
|
)
|
2,033
|
|
1,766
|
|
|
(444
|
)
|
3,368
|
|
2,924
|
|
||||||
Residential real estate
|
(391
|
)
|
116
|
|
(275
|
)
|
|
(802
|
)
|
9,305
|
|
8,503
|
|
||||||
Home equity lines of credit
|
(133
|
)
|
411
|
|
278
|
|
|
777
|
|
1,400
|
|
2,177
|
|
||||||
Consumer
|
(666
|
)
|
2,969
|
|
2,303
|
|
|
(143
|
)
|
2,180
|
|
2,037
|
|
||||||
Total loan income
|
(1,221
|
)
|
7,888
|
|
6,667
|
|
|
(587
|
)
|
26,207
|
|
25,620
|
|
||||||
Total interest income
|
(1,489
|
)
|
8,649
|
|
7,160
|
|
|
(1,957
|
)
|
30,733
|
|
28,776
|
|
||||||
INTEREST EXPENSE:
|
|
|
|
|
|
|
|
||||||||||||
Deposits:
|
|
|
|
|
|
|
|
||||||||||||
Savings accounts
|
(2
|
)
|
24
|
|
22
|
|
|
(2
|
)
|
76
|
|
74
|
|
||||||
Government deposit accounts
|
(69
|
)
|
42
|
|
(27
|
)
|
|
(132
|
)
|
259
|
|
127
|
|
||||||
Interest-bearing demand accounts
|
8
|
|
31
|
|
39
|
|
|
(5
|
)
|
59
|
|
54
|
|
||||||
Money market accounts
|
59
|
|
29
|
|
88
|
|
|
(3
|
)
|
145
|
|
142
|
|
||||||
Brokered certificates of deposit
|
(80
|
)
|
(426
|
)
|
(506
|
)
|
|
18
|
|
(234
|
)
|
(216
|
)
|
||||||
Retail certificates of deposit
|
431
|
|
(311
|
)
|
120
|
|
|
(724
|
)
|
643
|
|
(81
|
)
|
||||||
Total deposit cost
|
347
|
|
(611
|
)
|
(264
|
)
|
|
(848
|
)
|
948
|
|
100
|
|
||||||
Borrowed funds:
|
|
|
|
|
|
|
|
||||||||||||
Short-term borrowings
|
19
|
|
307
|
|
326
|
|
|
39
|
|
(3
|
)
|
36
|
|
||||||
Long-term borrowings
|
81
|
|
(285
|
)
|
(204
|
)
|
|
31
|
|
(140
|
)
|
(109
|
)
|
||||||
Total borrowed funds cost
|
100
|
|
22
|
|
122
|
|
|
70
|
|
(143
|
)
|
(73
|
)
|
||||||
Total interest expense
|
447
|
|
(589
|
)
|
(142
|
)
|
|
(778
|
)
|
805
|
|
27
|
|
||||||
Net interest income
|
$
|
(1,936
|
)
|
$
|
9,238
|
|
$
|
7,302
|
|
|
$
|
(1,179
|
)
|
$
|
29,928
|
|
$
|
28,749
|
|
(1)
|
The change in interest due to both rate and volume has been allocated to rate and volume changes in proportion to the
|
(2)
|
Interest income and yields are presented on a fully tax-equivalent basis using a 35% federal statutory tax rate.
|
(Dollars in thousands)
|
2016
|
2015
|
2014
|
||||||
Net interest income, as reported
|
$
|
104,865
|
|
$
|
97,612
|
|
$
|
69,506
|
|
Taxable equivalent adjustments
|
2,027
|
|
1,978
|
|
1,335
|
|
|||
Fully tax-equivalent net interest income
|
$
|
106,892
|
|
$
|
99,590
|
|
$
|
70,841
|
|
(Dollars in thousands)
|
2016
|
2015
|
2014
|
||||||
Loan losses
|
$
|
2,890
|
|
$
|
13,485
|
|
$
|
—
|
|
Checking account overdrafts
|
649
|
|
612
|
|
339
|
|
|||
Provision for loan losses
|
$
|
3,539
|
|
$
|
14,097
|
|
$
|
339
|
|
As a percent of average total loans
|
0.17
|
%
|
0.72
|
%
|
0.02
|
%
|
(Dollars in thousands)
|
2016
|
2015
|
2014
|
||||||
Net (loss) gain on debt extinguishment
|
$
|
(707
|
)
|
$
|
(520
|
)
|
$
|
67
|
|
Net loss on bank premises and equipment
|
(188
|
)
|
(696
|
)
|
(430
|
)
|
|||
Net loss on OREO
|
(34
|
)
|
(529
|
)
|
(68
|
)
|
|||
Net loss on other assets
|
(204
|
)
|
(43
|
)
|
—
|
|
|||
Net loss on asset disposals and other transactions
|
$
|
(1,133
|
)
|
$
|
(1,788
|
)
|
$
|
(431
|
)
|
(Dollars in thousands)
|
2016
|
2015
|
2014
|
||||||
Property and casualty insurance commissions
|
$
|
10,064
|
|
$
|
10,097
|
|
$
|
9,981
|
|
Performance-based commissions
|
1,742
|
|
1,625
|
|
1,722
|
|
|||
Life and health insurance commissions
|
1,733
|
|
1,756
|
|
1,630
|
|
|||
Credit life and A&H insurance commissions
|
35
|
|
50
|
|
38
|
|
|||
Other fees and charges
|
272
|
|
255
|
|
233
|
|
|||
Insurance income
|
$
|
13,846
|
|
$
|
13,783
|
|
$
|
13,604
|
|
(Dollars in thousands)
|
2016
|
2015
|
2014
|
||||||
Overdraft and non-sufficient funds fees
|
$
|
7,849
|
|
$
|
8,276
|
|
$
|
7,177
|
|
Account maintenance fees
|
2,260
|
|
2,126
|
|
1,690
|
|
|||
Other fees and charges
|
553
|
|
443
|
|
306
|
|
|||
Deposit account service charges
|
$
|
10,662
|
|
$
|
10,845
|
|
$
|
9,173
|
|
(Dollars in thousands)
|
2016
|
2015
|
2014
|
||||||
Fiduciary
|
$
|
7,418
|
|
$
|
6,950
|
|
$
|
5,567
|
|
Brokerage
|
3,171
|
|
2,627
|
|
2,118
|
|
|||
Trust and investment income
|
$
|
10,589
|
|
$
|
9,577
|
|
$
|
7,685
|
|
(Dollars in thousands)
|
2016
|
2015
|
2014
|
||||||
Trust assets under management
|
$
|
1,301,509
|
|
$
|
1,275,253
|
|
$
|
1,022,189
|
|
Brokerage assets under management
|
777,771
|
|
664,153
|
|
590,089
|
|
|||
Total managed assets
|
$
|
2,079,280
|
|
$
|
1,939,406
|
|
$
|
1,612,278
|
|
Annual average
|
$
|
2,002,537
|
|
$
|
1,859,336
|
|
$
|
1,576,656
|
|
(Dollars in thousands)
|
2016
|
2015
|
2014
|
||||||
Base salaries and wages
|
$
|
39,422
|
|
$
|
42,140
|
|
$
|
29,265
|
|
Sales-based and incentive compensation
|
8,752
|
|
6,340
|
|
7,265
|
|
|||
Employee benefits
|
5,742
|
|
6,016
|
|
5,880
|
|
|||
Stock-based compensation
|
1,332
|
|
1,843
|
|
2,111
|
|
|||
Deferred personnel costs
|
(1,779
|
)
|
(1,593
|
)
|
(1,396
|
)
|
|||
Payroll taxes and other employment costs
|
3,964
|
|
4,470
|
|
3,468
|
|
|||
Salaries and employee benefit costs
|
$
|
57,433
|
|
$
|
59,216
|
|
$
|
46,593
|
|
Full-time equivalent employees:
|
|
|
|
||||||
Actual at end of the period
|
782
|
|
817
|
|
699
|
|
|||
Average during the period
|
804
|
|
799
|
|
602
|
|
(Dollars in thousands)
|
2016
|
2015
|
2014
|
||||||
Depreciation
|
$
|
5,079
|
|
$
|
4,639
|
|
$
|
2,986
|
|
Repairs and maintenance costs
|
2,345
|
|
2,908
|
|
2,057
|
|
|||
Net rent expense
|
901
|
|
844
|
|
931
|
|
|||
Property taxes, utilities and other costs
|
2,410
|
|
2,816
|
|
1,865
|
|
|||
Net occupancy and equipment expense
|
$
|
10,735
|
|
$
|
11,207
|
|
$
|
7,839
|
|
(Dollars in thousands)
|
2016
|
2015
|
2014
|
2013
|
2012
|
||||||||||
Income before income taxes
|
$
|
45,282
|
|
$
|
14,816
|
|
$
|
24,178
|
|
$
|
29,084
|
|
$
|
29,910
|
|
Add: provision for loan losses
|
3,539
|
|
14,097
|
|
339
|
|
—
|
|
—
|
|
|||||
Add: net loss on debt extinguishment
|
707
|
|
520
|
|
—
|
|
—
|
|
4,144
|
|
|||||
Add: net loss on loans held-for-sale and OREO
|
34
|
|
529
|
|
68
|
|
—
|
|
—
|
|
|||||
Add: net loss on other assets
|
392
|
|
739
|
|
430
|
|
241
|
|
248
|
|
|||||
Less: recovery of loan losses
|
—
|
|
—
|
|
—
|
|
4,410
|
|
4,716
|
|
|||||
Less: net gain on debt extinguishment
|
—
|
|
—
|
|
67
|
|
—
|
|
—
|
|
|||||
Less: net gain on loans held-for-sale and OREO
|
—
|
|
—
|
|
—
|
|
86
|
|
66
|
|
|||||
Less: net gain on securities transactions
|
930
|
|
729
|
|
398
|
|
489
|
|
3,548
|
|
|||||
Pre-provision net revenue
|
$
|
49,024
|
|
$
|
29,972
|
|
$
|
24,550
|
|
$
|
24,340
|
|
$
|
25,972
|
|
Total average assets
|
$
|
3,320,447
|
|
$
|
3,111,853
|
|
$
|
2,240,534
|
|
$
|
1,932,367
|
|
$
|
1,841,289
|
|
Pre-provision net revenue to total average assets
|
1.48
|
%
|
0.96
|
%
|
1.10
|
%
|
1.26
|
%
|
1.41
|
%
|
(Dollars in thousands)
|
2016
|
2015
|
2014
|
2013
|
2012
|
||||||||||
|
|
|
|
|
|
||||||||||
Core non-interest income:
|
|
|
|
|
|
||||||||||
Total non-interest income
|
$
|
51,070
|
|
$
|
47,441
|
|
$
|
40,053
|
|
$
|
37,220
|
|
$
|
34,971
|
|
Plus: system conversion revenue waived
|
85
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Core non-interest income
|
$
|
51,155
|
|
$
|
47,441
|
|
$
|
40,053
|
|
$
|
37,220
|
|
$
|
34,971
|
|
(Dollars in thousands)
|
2016
|
2015
|
2014
|
2013
|
2012
|
||||||||||
|
|
|
|
|
|
||||||||||
Core non-interest expenses:
|
|
|
|
|
|
||||||||||
Total non-interest expense
|
$
|
106,911
|
|
$
|
115,081
|
|
$
|
85,009
|
|
$
|
68,265
|
|
$
|
63,474
|
|
Less: system conversion costs
|
1,259
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Less: acquisition-related costs
|
—
|
|
10,722
|
|
4,752
|
|
1,412
|
|
569
|
|
|||||
Less: pension settlement charges
|
—
|
|
459
|
|
1,400
|
|
270
|
|
835
|
|
|||||
Less: other non-core charges
|
—
|
|
592
|
|
298
|
|
—
|
|
—
|
|
|||||
Core non-interest expenses
|
$
|
105,652
|
|
$
|
103,308
|
|
$
|
78,559
|
|
$
|
66,583
|
|
$
|
62,070
|
|
(Dollars in thousands)
|
2016
|
2015
|
2014
|
2013
|
2012
|
||||||||||
|
|
|
|
|
|
||||||||||
Efficiency ratio:
|
|
|
|
|
|
||||||||||
Total other expenses
|
$
|
106,911
|
|
$
|
115,081
|
|
$
|
85,009
|
|
$
|
68,265
|
|
$
|
63,474
|
|
Less: Amortization of other intangible assets
|
4,030
|
|
4,077
|
|
1,428
|
|
807
|
|
509
|
|
|||||
Adjusted total other expenses
|
$
|
102,881
|
|
$
|
111,004
|
|
$
|
83,581
|
|
$
|
67,458
|
|
$
|
62,965
|
|
|
|
|
|
|
|
||||||||||
Total non-interest income
|
51,070
|
|
47,441
|
|
40,053
|
|
37,220
|
|
34,971
|
|
|||||
|
|
|
|
|
|
||||||||||
Net interest income
|
$
|
104,865
|
|
$
|
97,612
|
|
$
|
69,506
|
|
$
|
55,385
|
|
$
|
54,475
|
|
Add: Fully tax-equivalent adjustment
|
2,027
|
|
1,978
|
|
1,335
|
|
1,211
|
|
1,087
|
|
|||||
Net interest income on a fully taxable-equivalent basis
|
$
|
106,892
|
|
$
|
99,590
|
|
$
|
70,841
|
|
$
|
56,596
|
|
$
|
55,562
|
|
|
|
|
|
|
|
||||||||||
Adjusted revenue
|
$
|
157,962
|
|
$
|
147,031
|
|
$
|
110,894
|
|
$
|
93,816
|
|
$
|
90,533
|
|
|
|
|
|
|
|
||||||||||
Efficiency ratio
|
65.13
|
%
|
75.50
|
%
|
75.37
|
%
|
71.90
|
%
|
69.55
|
%
|
|||||
|
|
|
|
|
|
||||||||||
Core non-interest expenses
|
$
|
105,652
|
|
$
|
103,308
|
|
$
|
78,559
|
|
$
|
66,583
|
|
$
|
62,070
|
|
Less: Amortization of other intangible assets
|
4,030
|
|
4,077
|
|
1,428
|
|
807
|
|
509
|
|
|||||
Adjusted non-interest expense
|
$
|
101,622
|
|
$
|
99,231
|
|
$
|
77,131
|
|
$
|
65,776
|
|
$
|
61,561
|
|
|
|
|
|
|
|
||||||||||
Core non-interest income
|
$
|
51,155
|
|
$
|
47,441
|
|
$
|
40,053
|
|
$
|
37,220
|
|
$
|
34,971
|
|
Net interest income on a fully taxable-equivalent basis
|
$
|
106,892
|
|
$
|
99,590
|
|
$
|
70,841
|
|
$
|
56,585
|
|
$
|
55,562
|
|
|
|
|
|
|
|
||||||||||
Adjusted core revenue
|
$
|
158,047
|
|
$
|
147,031
|
|
$
|
110,894
|
|
$
|
93,805
|
|
$
|
90,533
|
|
|
|
|
|
|
|
||||||||||
Efficiency ratio adjusted for non-core items
|
64.30
|
%
|
67.49
|
%
|
69.55
|
%
|
70.12
|
%
|
68.00
|
%
|
(Dollars in thousands)
|
2016
|
2015
|
2014
|
2013
|
2012
|
||||||||||
Fair Value
|
$
|
2,991
|
|
$
|
4,201
|
|
$
|
14,058
|
|
$
|
23,446
|
|
$
|
37,267
|
|
Amortized cost
|
3,206
|
|
4,331
|
|
13,604
|
|
22,926
|
|
36,395
|
|
|||||
Net unrealized (loss) gain
|
$
|
(215
|
)
|
$
|
(130
|
)
|
$
|
454
|
|
$
|
520
|
|
$
|
872
|
|
(Dollars in thousands)
|
2016
|
2015
|
2014
|
2013
|
2012
|
||||||||||
Gross originated loans:
|
|
|
|
|
|
||||||||||
Commercial real estate, construction
|
$
|
84,626
|
|
$
|
63,785
|
|
$
|
37,901
|
|
$
|
44,703
|
|
$
|
32,000
|
|
Commercial real estate, other
|
531,557
|
|
471,184
|
|
434,660
|
|
394,532
|
|
378,073
|
|
|||||
Commercial real estate
|
616,183
|
|
534,969
|
|
472,561
|
|
439,235
|
|
410,073
|
|
|||||
Commercial and industrial
|
378,131
|
|
288,130
|
|
249,975
|
|
206,276
|
|
180,131
|
|
|||||
Residential real estate
|
307,490
|
|
288,783
|
|
254,169
|
|
248,883
|
|
211,404
|
|
|||||
Home equity lines of credit
|
85,617
|
|
74,176
|
|
62,463
|
|
55,178
|
|
49,691
|
|
|||||
Consumer, indirect
|
252,024
|
|
165,320
|
|
112,563
|
|
76,619
|
|
48,851
|
|
|||||
Consumer, other
|
67,579
|
|
61,813
|
|
57,350
|
|
57,245
|
|
50,160
|
|
|||||
Consumer
|
319,603
|
|
227,133
|
|
169,913
|
|
133,864
|
|
99,011
|
|
|||||
Deposit account overdrafts
|
1,080
|
|
1,448
|
|
2,933
|
|
2,060
|
|
6,563
|
|
|||||
Total originated loans
|
$
|
1,708,104
|
|
$
|
1,414,639
|
|
$
|
1,212,014
|
|
$
|
1,085,496
|
|
$
|
956,873
|
|
Gross acquired loans:
|
|
|
|
|
|
||||||||||
Commercial real estate, construction
|
$
|
10,100
|
|
$
|
12,114
|
|
$
|
1,051
|
|
$
|
2,836
|
|
$
|
2,265
|
|
Commercial real estate, other
|
204,466
|
|
265,092
|
|
121,475
|
|
55,638
|
|
—
|
|
|||||
Commercial real estate
|
214,566
|
|
277,206
|
|
122,526
|
|
58,474
|
|
2,265
|
|
|||||
Commercial and industrial
|
44,208
|
|
63,589
|
|
30,056
|
|
26,478
|
|
—
|
|
|||||
Residential real estate
|
228,435
|
|
276,772
|
|
225,274
|
|
19,734
|
|
22,437
|
|
|||||
Home equity lines of credit
|
25,875
|
|
32,253
|
|
18,232
|
|
4,898
|
|
1,362
|
|
|||||
Consumer, indirect
|
808
|
|
1,776
|
|
2,445
|
|
—
|
|
—
|
|
|||||
Consumer, other
|
2,940
|
|
6,205
|
|
10,351
|
|
1,154
|
|
2,235
|
|
|||||
Consumer
|
3,748
|
|
7,981
|
|
12,796
|
|
1,154
|
|
2,235
|
|
|||||
Total acquired loans (a)
|
$
|
516,832
|
|
$
|
657,801
|
|
$
|
408,884
|
|
$
|
110,738
|
|
$
|
28,299
|
|
Total loans
|
$
|
2,224,936
|
|
$
|
2,072,440
|
|
$
|
1,620,898
|
|
$
|
1,196,234
|
|
$
|
985,172
|
|
(Dollars in thousands)
|
2016
|
2015
|
2014
|
2013
|
2012
|
||||||||||
Average total loans
|
2,133,175
|
|
1,952,241
|
|
1,364,808
|
|
1,046,371
|
|
967,166
|
|
|||||
Average allowance for loan losses
|
(17,564
|
)
|
(19,174
|
)
|
(17,362
|
)
|
(17,935
|
)
|
(21,473
|
)
|
|||||
Average loans, net of average allowance for loan losses
|
$
|
2,115,611
|
|
$
|
1,933,067
|
|
$
|
1,347,446
|
|
$
|
1,028,436
|
|
$
|
945,693
|
|
Percent of loans to total loans:
|
|
|
|
|
|
||||||||||
Commercial real estate, construction
|
4.3
|
%
|
3.7
|
%
|
2.4
|
%
|
4.0
|
%
|
3.5
|
%
|
|||||
Commercial real estate, other
|
33.0
|
%
|
35.5
|
%
|
34.2
|
%
|
37.6
|
%
|
38.4
|
%
|
|||||
Commercial real estate
|
37.3
|
%
|
39.2
|
%
|
36.6
|
%
|
41.6
|
%
|
41.9
|
%
|
|||||
Commercial and industrial
|
19.0
|
%
|
17.0
|
%
|
17.3
|
%
|
19.5
|
%
|
18.3
|
%
|
|||||
Residential real estate
|
24.1
|
%
|
27.3
|
%
|
29.6
|
%
|
22.5
|
%
|
23.7
|
%
|
|||||
Home equity lines of credit
|
5.0
|
%
|
5.1
|
%
|
5.0
|
%
|
5.0
|
%
|
5.2
|
%
|
|||||
Consumer, indirect
|
11.4
|
%
|
8.0
|
%
|
7.1
|
%
|
6.4
|
%
|
5.0
|
%
|
|||||
Consumer, other
|
3.2
|
%
|
3.3
|
%
|
4.2
|
%
|
4.9
|
%
|
5.3
|
%
|
|||||
Consumer
|
14.6
|
%
|
11.3
|
%
|
11.3
|
%
|
11.3
|
%
|
10.3
|
%
|
|||||
Deposit account overdrafts
|
—
|
%
|
0.1
|
%
|
0.2
|
%
|
0.1
|
%
|
0.6
|
%
|
|||||
Total percentage
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
|||||
|
|
|
|
|
|
||||||||||
Residential real estate loans being serviced for others
|
$
|
398,134
|
|
$
|
390,398
|
|
$
|
352,779
|
|
$
|
341,183
|
|
$
|
330,721
|
|
(a)
|
Includes all loans acquired, and related loan discount recorded as part of acquisition accounting, in 2012 and thereafter.
|
(Dollars in thousands)
|
Due in One Year or Less
|
Due in One to Five Years
|
Due After Five Years
|
Total
|
% of Total
|
|||||||||
Commercial real estate, construction:
|
|
|
|
|
|
|||||||||
Fixed
|
$
|
908
|
|
$
|
4,117
|
|
$
|
6,302
|
|
$
|
11,327
|
|
12.0
|
%
|
Variable
|
12,907
|
|
32,354
|
|
38,138
|
|
83,399
|
|
88.0
|
%
|
||||
Total
|
$
|
13,815
|
|
$
|
36,471
|
|
$
|
44,440
|
|
$
|
94,726
|
|
100.0
|
%
|
Commercial real estate, other:
|
|
|
|
|
|
|||||||||
Fixed
|
$
|
15,959
|
|
$
|
98,807
|
|
$
|
81,539
|
|
$
|
196,305
|
|
26.7
|
%
|
Variable
|
20,783
|
|
99,904
|
|
419,031
|
|
539,718
|
|
73.3
|
%
|
||||
Total
|
$
|
36,742
|
|
$
|
198,711
|
|
$
|
500,570
|
|
$
|
736,023
|
|
100.0
|
%
|
Commercial and industrial:
|
|
|
|
|
|
|||||||||
Fixed
|
$
|
5,224
|
|
$
|
73,372
|
|
$
|
18,636
|
|
$
|
97,232
|
|
23.0
|
%
|
Variable
|
162,383
|
|
75,518
|
|
87,206
|
|
325,107
|
|
77.0
|
%
|
||||
Total
|
$
|
167,607
|
|
$
|
148,890
|
|
$
|
105,842
|
|
$
|
422,339
|
|
100.0
|
%
|
Total commercial loans:
|
|
|
|
|
|
|||||||||
Fixed
|
$
|
22,091
|
|
$
|
176,296
|
|
$
|
106,477
|
|
$
|
304,864
|
|
24.3
|
%
|
Variable
|
196,073
|
|
207,776
|
|
544,375
|
|
948,224
|
|
75.7
|
%
|
||||
Total
|
$
|
218,164
|
|
$
|
384,072
|
|
$
|
650,852
|
|
$
|
1,253,088
|
|
100.0
|
%
|
(Dollars in thousands)
|
Outstanding Balance
|
Available Loan Commitments
|
Total Exposure
|
% of Total
|
|||||||
Commercial real estate, construction:
|
|
|
|
|
|||||||
Apartment complexes
|
$
|
39,892
|
|
$
|
33,641
|
|
$
|
73,533
|
|
36.2
|
%
|
Mixed commercial use facilities
|
12,080
|
|
28,616
|
|
40,696
|
|
20.1
|
%
|
|||
Assisted living facilities and nursing homes
|
6,316
|
|
6,247
|
|
12,563
|
|
6.2
|
%
|
|||
Land development
|
2,533
|
|
6,585
|
|
9,118
|
|
4.5
|
%
|
|||
Residential property
|
1,904
|
|
4,534
|
|
6,438
|
|
3.2
|
%
|
|||
Lodging and lodging related
|
4,004
|
|
—
|
|
4,004
|
|
2.0
|
%
|
|||
School
|
2,224
|
|
544
|
|
2,768
|
|
1.4
|
%
|
|||
Light industrial facilities
|
796
|
|
1,772
|
|
2,568
|
|
1.3
|
%
|
|||
Childcare facilities
|
2,424
|
|
—
|
|
2,424
|
|
1.2
|
%
|
|||
Other
|
22,553
|
|
26,258
|
|
48,811
|
|
23.9
|
%
|
|||
Commercial real estate, construction
|
$
|
94,726
|
|
$
|
108,197
|
|
$
|
202,923
|
|
100.0
|
%
|
(Dollars in thousands)
|
Outstanding Balance
|
Available Loan Commitments
|
Total Exposure
|
% of Total
|
|||||||
Commercial real estate, other:
|
|
|
|
|
|||||||
Office buildings and complexes:
|
|
|
|
|
|||||||
Owner occupied
|
$
|
36,071
|
|
$
|
896
|
|
$
|
36,967
|
|
4.8
|
%
|
Non-owner occupied
|
42,856
|
|
909
|
|
43,765
|
|
5.7
|
%
|
|||
Total office buildings and complexes
|
78,927
|
|
1,805
|
|
80,732
|
|
10.5
|
%
|
|||
Apartment complexes
|
65,392
|
|
1,301
|
|
66,693
|
|
8.7
|
%
|
|||
Light industrial facilities:
|
|
|
|
|
|||||||
Owner occupied
|
47,873
|
|
38
|
|
47,911
|
|
6.3
|
%
|
|||
Non-owner occupied
|
7,556
|
|
—
|
|
7,556
|
|
1.0
|
%
|
|||
Total light industrial facilities
|
55,429
|
|
38
|
|
55,467
|
|
7.3
|
%
|
|||
Retail facilities:
|
|
|
|
|
|||||||
Owner occupied
|
20,833
|
|
163
|
|
20,996
|
|
2.7
|
%
|
|||
Non-owner occupied
|
32,942
|
|
1,327
|
|
34,269
|
|
4.5
|
%
|
|||
Total retail facilities
|
53,775
|
|
1,490
|
|
55,265
|
|
7.2
|
%
|
|||
Mixed commercial use facilities:
|
|
|
|
|
|
|
|||||
Owner occupied
|
24,631
|
|
729
|
|
25,360
|
|
3.3
|
%
|
|||
Non-owner occupied
|
22,985
|
|
249
|
|
23,234
|
|
3.0
|
%
|
|||
Total mixed commercial use facilities
|
47,616
|
|
978
|
|
48,594
|
|
6.3
|
%
|
|||
Lodging and lodging related
|
40,505
|
|
1,881
|
|
42,386
|
|
5.5
|
%
|
|||
Warehouse facilities
|
19,332
|
|
603
|
|
19,935
|
|
2.6
|
%
|
|||
Assisted living facilities and nursing homes
|
18,775
|
|
250
|
|
19,025
|
|
2.5
|
%
|
|||
Restaurants:
|
|
|
|
|
|||||||
Owner occupied
|
15,072
|
|
213
|
|
15,285
|
|
2.0
|
%
|
|||
Non-owner occupied
|
1,223
|
|
—
|
|
1,223
|
|
0.2
|
%
|
|||
Total restaurants
|
16,295
|
|
213
|
|
16,508
|
|
2.2
|
%
|
|||
Residential property:
|
|
|
|
|
|||||||
Owner occupied
|
1,307
|
|
1,732
|
|
3,039
|
|
0.4
|
%
|
|||
Non-owner occupied
|
7,895
|
|
2,120
|
|
10,015
|
|
1.3
|
%
|
|||
Total residential property
|
9,202
|
|
3,852
|
|
13,054
|
|
1.7
|
%
|
|||
Other
|
330,775
|
|
16,080
|
|
346,855
|
|
45.5
|
%
|
|||
Commercial real estate, other
|
$
|
736,023
|
|
$
|
28,491
|
|
$
|
764,514
|
|
100.0
|
%
|
(Dollars in thousands)
|
2016
|
2015
|
2014
|
2013
|
2012
|
||||||||||
Commercial real estate
|
$
|
7,172
|
|
$
|
7,076
|
|
$
|
9,825
|
|
$
|
13,215
|
|
$
|
14,215
|
|
Commercial and industrial
|
6,353
|
|
5,382
|
|
4,036
|
|
2,174
|
|
1,733
|
|
|||||
Total commercial
|
13,525
|
|
12,458
|
|
13,861
|
|
15,389
|
|
15,948
|
|
|||||
Residential real estate
|
982
|
|
1,257
|
|
1,627
|
|
881
|
|
801
|
|
|||||
Home equity lines of credit
|
688
|
|
732
|
|
694
|
|
343
|
|
479
|
|
|||||
Consumer
|
2,830
|
|
1,971
|
|
1,587
|
|
316
|
|
438
|
|
|||||
Deposit account overdrafts
|
171
|
|
121
|
|
112
|
|
136
|
|
145
|
|
|||||
Originated allowance for loan losses
|
18,196
|
|
16,539
|
|
17,881
|
|
17,065
|
|
17,811
|
|
|||||
Purchased credit impaired loan losses
|
233
|
|
240
|
|
—
|
|
—
|
|
—
|
|
|||||
Acquired allowance for loan losses
|
233
|
|
240
|
|
—
|
|
—
|
|
—
|
|
|||||
Allowance for loan losses
|
$
|
18,429
|
|
$
|
16,779
|
|
$
|
17,881
|
|
$
|
17,065
|
|
$
|
17,811
|
|
As a percent of originated loans, net of deferred fees and costs
|
1.08
|
%
|
1.19
|
%
|
1.48
|
%
|
1.58
|
%
|
1.86
|
%
|
(Dollars in thousands)
|
2016
|
2015
|
2014
|
2013
|
2012
|
||||||||||
Loans 90+ days past due and accruing:
|
|
|
|
|
|
||||||||||
Commercial real estate, other
|
$
|
1,506
|
|
$
|
2,425
|
|
$
|
567
|
|
$
|
—
|
|
$
|
—
|
|
Commercial and industrial
|
387
|
|
1,986
|
|
301
|
|
78
|
|
181
|
|
|||||
Residential real estate
|
1,855
|
|
1,522
|
|
1,901
|
|
289
|
|
293
|
|
|||||
Home equity lines of credit
|
—
|
|
35
|
|
20
|
|
873
|
|
1,050
|
|
|||||
Consumer, indirect
|
—
|
|
1
|
|
2
|
|
—
|
|
—
|
|
|||||
Consumer, other
|
23
|
|
—
|
|
8
|
|
—
|
|
4
|
|
|||||
Total loans 90+ days past due and accruing
|
3,771
|
|
5,969
|
|
2,799
|
|
1,240
|
|
1,528
|
|
|||||
Nonaccrual loans:
|
|
|
|
|
|
|
|||||||||
Commercial real estate, construction
|
826
|
|
921
|
|
—
|
|
96
|
|
—
|
|
|||||
Commercial real estate, other
|
10,792
|
|
7,357
|
|
2,278
|
|
1,882
|
|
7,233
|
|
|||||
Commercial and industrial
|
1,620
|
|
350
|
|
1,800
|
|
630
|
|
627
|
|
|||||
Residential real estate
|
4,481
|
|
2,991
|
|
2,695
|
|
1,615
|
|
1,864
|
|
|||||
Home equity lines of credit
|
554
|
|
340
|
|
315
|
|
81
|
|
24
|
|
|||||
Consumer, indirect
|
9
|
|
31
|
|
—
|
|
—
|
|
—
|
|
|||||
Consumer, other
|
81
|
|
—
|
|
3
|
|
58
|
|
12
|
|
|||||
Total nonaccrual loans
|
18,363
|
|
11,990
|
|
7,091
|
|
4,362
|
|
9,760
|
|
|||||
Nonaccrual troubled debt restructurings (TDRs):
|
|
|
|
|
|
||||||||||
Commercial real estate, construction
|
—
|
|
—
|
|
96
|
|
—
|
|
—
|
|
|||||
Commercial real estate, other
|
751
|
|
153
|
|
306
|
|
916
|
|
2,572
|
|
|||||
Commercial and industrial
|
482
|
|
377
|
|
194
|
|
—
|
|
—
|
|
|||||
Residential real estate
|
1,614
|
|
864
|
|
658
|
|
650
|
|
350
|
|
|||||
Home equity lines of credit
|
60
|
|
79
|
|
45
|
|
6
|
|
—
|
|
|||||
Consumer, indirect
|
6
|
|
34
|
|
16
|
|
—
|
|
—
|
|
|||||
Consumer, other
|
49
|
|
34
|
|
—
|
|
—
|
|
—
|
|
|||||
Total nonaccrual TDRs
|
2,962
|
|
1,541
|
|
1,315
|
|
1,572
|
|
2,922
|
|
|||||
Total nonperforming loans (NPLs)
|
25,096
|
|
19,500
|
|
11,205
|
|
7,174
|
|
14,210
|
|
|||||
Other real estate owned (OREO):
|
|
|
|
|
|
|
|||||||||
Commercial
|
594
|
|
644
|
|
582
|
|
465
|
|
815
|
|
|||||
Residential
|
67
|
|
89
|
|
364
|
|
428
|
|
21
|
|
|||||
Total OREO
|
661
|
|
733
|
|
946
|
|
893
|
|
836
|
|
|||||
Total nonperforming assets (NPAs)
|
$
|
25,757
|
|
$
|
20,233
|
|
$
|
12,151
|
|
$
|
8,067
|
|
$
|
15,046
|
|
Criticized loans (a)
|
99,182
|
|
122,147
|
|
74,545
|
|
59,059
|
|
88,744
|
|
|||||
Classified loans (b)
|
57,736
|
|
60,315
|
|
44,723
|
|
36,673
|
|
46,470
|
|
|||||
Asset Quality Ratios:
|
|
|
|
|
|
||||||||||
NPLs as a percent of total loans
|
1.13
|
%
|
0.94
|
%
|
0.69
|
%
|
0.60
|
%
|
1.43
|
%
|
|||||
NPAs as a percent of total assets
|
0.75
|
%
|
0.62
|
%
|
0.47
|
%
|
0.39
|
%
|
0.78
|
%
|
|||||
NPAs as a percent of total loans and OREO
|
1.16
|
%
|
0.98
|
%
|
0.75
|
%
|
0.67
|
%
|
1.52
|
%
|
|||||
Allowance for loan losses as a percent of NPLs
|
73.43
|
%
|
86.05
|
%
|
159.58
|
%
|
237.87
|
%
|
125.34
|
%
|
|||||
Criticized loans as a percent of total loans
|
4.46
|
%
|
5.89
|
%
|
4.60
|
%
|
4.94
|
%
|
9.01
|
%
|
|||||
Classified loans as a percent of total loans
|
2.59
|
%
|
2.91
|
%
|
2.76
|
%
|
3.07
|
%
|
4.72
|
%
|
(Dollars in thousands)
|
2016
|
2015
|
2014
|
2013
|
2012
|
||||||||||
Non-interest-bearing deposits
|
$
|
734,421
|
|
$
|
717,939
|
|
$
|
493,162
|
|
$
|
409,891
|
|
$
|
317,071
|
|
Interest-bearing deposits:
|
|
|
|
|
|
||||||||||
Retail certificates of deposit
|
384,861
|
|
448,992
|
|
432,563
|
|
363,226
|
|
392,313
|
|
|||||
Savings accounts
|
436,344
|
|
414,375
|
|
295,307
|
|
215,802
|
|
183,499
|
|
|||||
Money market deposit accounts
|
407,754
|
|
394,119
|
|
337,387
|
|
275,801
|
|
288,404
|
|
|||||
Governmental deposit accounts
|
251,671
|
|
276,639
|
|
161,305
|
|
132,379
|
|
130,630
|
|
|||||
Interest-bearing demand accounts
|
278,975
|
|
250,023
|
|
173,659
|
|
134,618
|
|
124,787
|
|
|||||
Brokered certificates of deposits
|
15,696
|
|
33,857
|
|
39,691
|
|
49,041
|
|
55,599
|
|
|||||
Total interest-bearing deposits
|
1,775,301
|
|
1,818,005
|
|
1,439,912
|
|
1,170,867
|
|
1,175,232
|
|
|||||
Total deposits
|
$
|
2,509,722
|
|
$
|
2,535,944
|
|
$
|
1,933,074
|
|
$
|
1,580,758
|
|
$
|
1,492,303
|
|
(Dollars in thousands)
|
2016
|
2015
|
2014
|
2013
|
2012
|
||||||||||
3 months or less
|
$
|
27,780
|
|
$
|
36,597
|
|
$
|
29,110
|
|
$
|
44,476
|
|
$
|
55,579
|
|
Over 3 to 6 months
|
20,102
|
|
24,401
|
|
19,551
|
|
16,435
|
|
18,592
|
|
|||||
Over 6 to 12 months
|
25,028
|
|
32,227
|
|
31,356
|
|
24,118
|
|
26,749
|
|
|||||
Over 12 months
|
75,860
|
|
72,115
|
|
84,591
|
|
90,801
|
|
83,638
|
|
|||||
Total
|
$
|
148,770
|
|
$
|
165,340
|
|
$
|
164,608
|
|
$
|
175,830
|
|
$
|
184,558
|
|
(Dollars in thousands)
|
2016
|
2015
|
2014
|
2013
|
2012
|
||||||||||
Short-term borrowings:
|
|
|
|
|
|
||||||||||
FHLB advances
|
$
|
231,000
|
|
$
|
76,000
|
|
$
|
15,000
|
|
$
|
71,000
|
|
$
|
15,000
|
|
Retail repurchase agreements
|
74,607
|
|
84,386
|
|
73,277
|
|
42,590
|
|
32,769
|
|
|||||
Short-term borrowings
|
305,607
|
|
160,386
|
|
88,277
|
|
113,590
|
|
47,769
|
|
|||||
Long-term borrowings:
|
|
|
|
|
|
||||||||||
FHLB advances
|
98,282
|
|
66,934
|
|
124,714
|
|
62,679
|
|
64,904
|
|
|||||
Callable national market repurchase agreements
|
40,000
|
|
40,000
|
|
40,000
|
|
40,000
|
|
40,000
|
|
|||||
Term note payable (parent company)
|
—
|
|
—
|
|
14,369
|
|
19,147
|
|
23,919
|
|
|||||
Subordinated debentures held by subsidiary trust
|
6,873
|
|
6,736
|
|
—
|
|
—
|
|
—
|
|
|||||
Long-term borrowings
|
145,155
|
|
113,670
|
|
179,083
|
|
121,826
|
|
128,823
|
|
|||||
Total borrowed funds
|
$
|
450,762
|
|
$
|
274,056
|
|
$
|
267,360
|
|
$
|
235,416
|
|
$
|
176,592
|
|
▪
|
Peoples restructured $20.0 million of long-term FHLB advances that had a weighted-average rate of 2.97%, resulting in a $700,000 loss. Peoples replaced these borrowings with a long-term FHLB advance, which has an interest rate of 2.17% and matures in 2026.
|
▪
|
Peoples borrowed an additional $35.0 million of long-term FHLB amortizing advances, which had interest rates ranging from 1.08% to 1.40%, and mature between 2019 and 2031.
|
▪
|
Peoples entered into five forward starting interest rate swaps to obtain short-term borrowings at fixed rates, with interest rates ranging from 1.49% to 1.83%, which become effective in 2018 and mature between 2022 and 2026. These swaps locked in funding rates for $40.0 million in FHLB advances that mature in 2018, which have interest rates ranging from 3.57% to 3.92%.
|
(Dollars in thousands)
|
2016
|
2015
|
2014
|
2013
|
2012
|
||||||||||
Capital Amounts:
|
|
|
|
|
|
||||||||||
Common Equity Tier 1
|
$
|
306,506
|
|
$
|
288,416
|
|
N/A
|
N/A
|
N/A
|
||||||
Tier 1
|
313,430
|
|
295,151
|
|
241,707
|
|
166,217
|
|
160,604
|
|
|||||
Total (Tier 1 and Tier 2)
|
334,957
|
|
313,974
|
|
261,371
|
|
184,457
|
|
176,224
|
|
|||||
Net risk-weighted assets
|
$
|
2,373,359
|
|
$
|
2,158,713
|
|
$
|
1,687,968
|
|
$
|
1,338,811
|
|
$
|
1,141,938
|
|
Capital Ratios:
|
|
|
|
|
|
||||||||||
Common Equity Tier 1
|
12.91
|
%
|
13.36
|
%
|
N/A
|
N/A
|
N/A
|
||||||||
Tier 1
|
13.21
|
%
|
13.67
|
%
|
14.32
|
%
|
12.42
|
%
|
14.06
|
%
|
|||||
Total (Tier 1 and Tier 2)
|
14.11
|
%
|
14.54
|
%
|
15.48
|
%
|
13.78
|
%
|
15.43
|
%
|
|||||
Tier 1 leverage
|
9.66
|
%
|
9.52
|
%
|
9.92
|
%
|
8.52
|
%
|
8.83
|
%
|
(Dollars in thousands)
|
2016
|
2015
|
2014
|
2013
|
2012
|
||||||||||
Tangible Equity:
|
|
|
|
|
|
||||||||||
Total stockholders' equity
|
$
|
435,261
|
|
$
|
419,789
|
|
$
|
340,118
|
|
$
|
221,553
|
|
$
|
221,728
|
|
Less: goodwill and other intangible assets
|
146,018
|
|
149,617
|
|
109,158
|
|
77,603
|
|
68,525
|
|
|||||
Tangible equity
|
$
|
289,243
|
|
$
|
270,172
|
|
$
|
230,960
|
|
$
|
143,950
|
|
$
|
153,203
|
|
|
|
|
|
|
|
||||||||||
Tangible Assets:
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
3,432,348
|
|
$
|
3,258,970
|
|
$
|
2,567,769
|
|
$
|
2,059,108
|
|
$
|
1,918,050
|
|
Less: goodwill and other intangible assets
|
146,018
|
|
149,617
|
|
109,158
|
|
77,603
|
|
68,525
|
|
|||||
Tangible assets
|
$
|
3,286,330
|
|
$
|
3,109,353
|
|
$
|
2,458,611
|
|
$
|
1,981,505
|
|
$
|
1,849,525
|
|
|
|
|
|
|
|
||||||||||
Tangible Book Value per Share:
|
|
|
|
|
|
||||||||||
Tangible equity
|
$
|
289,243
|
|
$
|
270,172
|
|
$
|
230,960
|
|
$
|
143,950
|
|
$
|
153,203
|
|
Common shares outstanding
|
18,200,067
|
|
18,404,864
|
|
14,836,727
|
|
10,605,782
|
|
10,547,960
|
|
|||||
|
|
|
|
|
|
||||||||||
Tangible book value per share
|
$
|
15.89
|
|
$
|
14.68
|
|
$
|
15.57
|
|
$
|
13.57
|
|
$
|
14.52
|
|
|
|
|
|
|
|
||||||||||
Tangible Equity to Tangible Assets Ratio:
|
|
|
|
|
|||||||||||
Tangible equity
|
$
|
289,243
|
|
$
|
270,172
|
|
$
|
230,960
|
|
$
|
143,950
|
|
$
|
153,203
|
|
Tangible assets
|
$
|
3,286,330
|
|
$
|
3,109,353
|
|
$
|
2,458,611
|
|
$
|
1,981,505
|
|
$
|
1,849,525
|
|
|
|
|
|
|
|
||||||||||
Tangible equity to tangible assets
|
8.80
|
%
|
8.69
|
%
|
9.39
|
%
|
7.26
|
%
|
8.28
|
%
|
Immediate and Sustained Shift in Interest Rates
|
Net Interest Income
|
Economic Value of Equity
|
+ / - 100 basis points
|
-5%
|
-10%
|
+ / - 200 basis points
|
-10%
|
-15%
|
+ / - 300 basis points
|
-15%
|
-20%
|
Increase in Interest Rate
|
Estimated (Decrease) Increase in
Net Interest Income
|
|
Estimated Decrease in Economic Value of Equity
|
||||||||||||||||||||||
(in Basis Points)
|
December 31, 2016
|
|
December 31, 2015
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||
300
|
$
|
(1,100
|
)
|
|
(1.0
|
)%
|
|
$
|
1,477
|
|
1.5
|
%
|
|
$
|
(88,004
|
)
|
|
(15.0
|
)%
|
|
$
|
(88,774
|
)
|
(15.3
|
)%
|
200
|
83
|
|
|
0.1
|
%
|
|
1,943
|
|
1.9
|
%
|
|
(57,925
|
)
|
|
(9.9
|
)%
|
|
(57,205
|
)
|
(9.9
|
)%
|
||||
100
|
603
|
|
|
0.6
|
%
|
|
1,823
|
|
1.8
|
%
|
|
(27,441
|
)
|
|
(4.7
|
)%
|
|
(27,036
|
)
|
(4.7
|
)%
|
Activity or Obligation
|
Note
|
Off-balance sheet credit-related financial instruments
|
14
|
Operating lease obligations
|
5
|
Long-term debt obligations
|
9
|
|
|
Payments due by period
|
|||||||||||||
(Dollars in thousands)
|
Total
|
Less than 1 year
|
1-3 years
|
3-5 years
|
More than 5 years
|
||||||||||
Time deposits
|
$
|
400,557
|
|
$
|
194,394
|
|
$
|
136,026
|
|
$
|
70,025
|
|
$
|
112
|
|
Long-term debt (a)
|
145,155
|
|
5,545
|
|
78,479
|
|
17,543
|
|
43,588
|
|
|||||
Operating leases
|
2,685
|
|
745
|
|
1,162
|
|
424
|
|
354
|
|
|||||
Contingent consideration related to acquisitions (b)
|
85
|
|
85
|
|
—
|
|
—
|
|
—
|
|
|||||
Pension benefits
|
318
|
|
318
|
|
—
|
|
—
|
|
—
|
|
|||||
Total
|
$
|
548,800
|
|
$
|
201,087
|
|
$
|
215,667
|
|
$
|
87,992
|
|
$
|
44,054
|
|
(a)
|
information required to be disclosed by Peoples in this Form 10-K and other reports Peoples files or submits under the Exchange Act would be accumulated and communicated to Peoples’ management, including its President and Chief Executive Officer and its Executive Vice President, Chief Financial Officer and Treasurer, as appropriate to allow timely decisions regarding required disclosure;
|
(b)
|
information required to be disclosed by Peoples in this Form 10-K and other reports Peoples files or submits under the Exchange Act would be recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms; and
|
(c)
|
Peoples’ disclosure controls and procedures were effective as of the end of the period covered by this Form 10-K.
|
By: /s/
|
CHARLES W. SULERZYSKI
|
|
By: /s/
|
JOHN C. ROGERS
|
|
Charles W. Sulerzyski
|
|
|
John C. Rogers
|
|
President and Chief Executive Officer
|
|
|
Executive Vice President,
|
|
|
|
|
Chief Financial Officer and Treasurer
|
|
December 31,
|
|||||
(Dollars in thousands)
|
2016
|
2015
|
||||
Assets
|
|
|
||||
Cash and cash equivalents:
|
|
|
||||
Cash and due from banks
|
$
|
58,129
|
|
$
|
53,663
|
|
Interest-bearing deposits in other banks
|
8,017
|
|
17,452
|
|
||
Total cash and cash equivalents
|
66,146
|
|
71,115
|
|
||
Available-for-sale investment securities, at fair value (amortized cost of $777,017 at December 31, 2016 and $780,304 at December 31, 2015)
|
777,940
|
|
784,701
|
|
||
Held-to-maturity investment securities, at amortized cost (fair value of $43,227 at December 31, 2016 and $45,853 at December 31, 2015)
|
43,144
|
|
45,728
|
|
||
Other investment securities, at cost
|
38,371
|
|
38,401
|
|
||
Total investment securities
|
859,455
|
|
868,830
|
|
||
Loans, net of deferred fees and costs
|
2,224,936
|
|
2,072,440
|
|
||
Allowance for loan losses
|
(18,429
|
)
|
(16,779
|
)
|
||
Net loans
|
2,206,507
|
|
2,055,661
|
|
||
Loans held for sale
|
4,022
|
|
1,953
|
|
||
Bank premises and equipment, net
|
53,616
|
|
53,487
|
|
||
Bank owned life insurance
|
60,225
|
|
23,811
|
|
||
Goodwill
|
132,631
|
|
132,631
|
|
||
Other intangible assets
|
13,387
|
|
16,986
|
|
||
Other assets
|
36,359
|
|
34,496
|
|
||
Total assets
|
$
|
3,432,348
|
|
$
|
3,258,970
|
|
Liabilities
|
|
|
||||
Deposits:
|
|
|
||||
Non-interest-bearing
|
$
|
734,421
|
|
$
|
717,939
|
|
Interest-bearing
|
1,775,301
|
|
1,818,005
|
|
||
Total deposits
|
2,509,722
|
|
2,535,944
|
|
||
Short-term borrowings
|
305,607
|
|
160,386
|
|
||
Long-term borrowings
|
145,155
|
|
113,670
|
|
||
Accrued expenses and other liabilities
|
36,603
|
|
29,181
|
|
||
Total liabilities
|
2,997,087
|
|
2,839,181
|
|
||
Stockholders’ Equity
|
|
|
||||
Preferred stock, no par value, 50,000 shares authorized, no shares issued at December 31, 2016 and December 31, 2015
|
—
|
|
—
|
|
||
Common stock, no par value, 24,000,000 shares authorized, 18,939,091 shares issued at December 31, 2016 and 18,931,200 shares issued at December 31, 2015, including shares in treasury
|
344,404
|
|
343,948
|
|
||
Retained earnings
|
110,294
|
|
90,790
|
|
||
Accumulated other comprehensive loss, net of deferred income taxes
|
(1,554
|
)
|
(359
|
)
|
||
Treasury stock, at cost, 795,758 shares at December 31, 2016 and 586,686 shares at December 31, 2015
|
(17,883
|
)
|
(14,590
|
)
|
||
Total stockholders’ equity
|
435,261
|
|
419,789
|
|
||
Total liabilities and stockholders’ equity
|
$
|
3,432,348
|
|
$
|
3,258,970
|
|
(Dollars in thousands, except per share data)
|
2016
|
2015
|
2014
|
||||||
Interest Income:
|
|
|
|
||||||
Interest and fees on loans
|
$
|
93,845
|
|
$
|
87,155
|
|
$
|
61,541
|
|
Interest and dividends on taxable investment securities
|
18,423
|
|
18,051
|
|
16,840
|
|
|||
Interest on tax-exempt investment securities
|
3,126
|
|
2,992
|
|
1,810
|
|
|||
Other interest income
|
50
|
|
135
|
|
9
|
|
|||
Total interest income
|
115,444
|
|
108,333
|
|
80,200
|
|
|||
Interest Expense:
|
|
|
|
||||||
Interest on deposits
|
5,942
|
|
6,206
|
|
6,106
|
|
|||
Interest on short-term borrowings
|
508
|
|
182
|
|
146
|
|
|||
Interest on long-term borrowings
|
4,129
|
|
4,333
|
|
4,442
|
|
|||
Total interest expense
|
10,579
|
|
10,721
|
|
10,694
|
|
|||
Net interest income
|
104,865
|
|
97,612
|
|
69,506
|
|
|||
Provision for loan losses
|
3,539
|
|
14,097
|
|
339
|
|
|||
Net interest income after provision for loan losses
|
101,326
|
|
83,515
|
|
69,167
|
|
|||
Other Income:
|
|
|
|
||||||
Insurance income
|
13,846
|
|
13,783
|
|
13,604
|
|
|||
Deposit account service charges
|
10,662
|
|
10,845
|
|
9,173
|
|
|||
Trust and investment income
|
10,589
|
|
9,577
|
|
7,685
|
|
|||
Electronic banking income
|
10,353
|
|
8,958
|
|
6,642
|
|
|||
Bank owned life insurance income
|
1,414
|
|
598
|
|
106
|
|
|||
Mortgage banking income
|
1,304
|
|
1,317
|
|
1,237
|
|
|||
Commercial loan swap fee income
|
1,076
|
|
565
|
|
450
|
|
|||
Net gain on investment securities
|
930
|
|
729
|
|
398
|
|
|||
Net loss on asset disposals and other transactions
|
(1,133
|
)
|
(1,788
|
)
|
(431
|
)
|
|||
Other non-interest income
|
1,826
|
|
1,798
|
|
1,156
|
|
|||
Total other income
|
50,867
|
|
46,382
|
|
40,020
|
|
|||
Other Expenses:
|
|
|
|
||||||
Salaries and employee benefit costs
|
57,433
|
|
59,216
|
|
46,593
|
|
|||
Net occupancy and equipment expense
|
10,735
|
|
11,207
|
|
7,839
|
|
|||
Professional fees
|
7,436
|
|
7,295
|
|
5,649
|
|
|||
Electronic banking expense
|
5,992
|
|
5,300
|
|
4,529
|
|
|||
Amortization of other intangible assets
|
4,030
|
|
4,077
|
|
1,428
|
|
|||
Data processing and software expense
|
3,763
|
|
3,671
|
|
2,424
|
|
|||
Communication expense
|
2,261
|
|
2,286
|
|
1,642
|
|
|||
Franchise tax expense
|
2,192
|
|
1,968
|
|
1,392
|
|
|||
FDIC insurance expense
|
1,899
|
|
2,084
|
|
1,260
|
|
|||
Marketing expense
|
1,594
|
|
2,838
|
|
2,299
|
|
|||
Foreclosed real estate and other loan expenses
|
859
|
|
1,276
|
|
789
|
|
|||
Other non-interest expense
|
8,717
|
|
13,863
|
|
9,165
|
|
|||
Total other expenses
|
106,911
|
|
115,081
|
|
85,009
|
|
|||
Income before income taxes
|
45,282
|
|
14,816
|
|
24,178
|
|
|||
Income tax expense
|
14,125
|
|
3,875
|
|
7,494
|
|
|||
Net income
|
$
|
31,157
|
|
$
|
10,941
|
|
$
|
16,684
|
|
Earnings per common share - basic
|
$
|
1.72
|
|
$
|
0.62
|
|
$
|
1.36
|
|
Earnings per common share - diluted
|
$
|
1.71
|
|
$
|
0.61
|
|
$
|
1.35
|
|
Weighted-average number of common shares outstanding - basic
|
18,013,693
|
|
17,555,140
|
|
12,183,352
|
|
|||
Weighted-average number of common shares outstanding - diluted
|
18,155,463
|
|
17,687,795
|
|
12,306,224
|
|
(Dollars in thousands)
|
2016
|
2015
|
2014
|
||||||
Net income
|
$
|
31,157
|
|
$
|
10,941
|
|
$
|
16,684
|
|
Other comprehensive (loss) income:
|
|
|
|
||||||
Available-for-sale investment securities:
|
|
|
|
||||||
Gross unrealized holding (loss) gain arising in the period
|
(2,590
|
)
|
1,232
|
|
19,326
|
|
|||
Related tax benefit (expense)
|
906
|
|
(431
|
)
|
(6,764
|
)
|
|||
Less: reclassification adjustment for net gain included in net income
|
930
|
|
729
|
|
398
|
|
|||
Related tax expense
|
(326
|
)
|
(255
|
)
|
(139
|
)
|
|||
Net effect on other comprehensive (loss) income
|
(2,288
|
)
|
327
|
|
12,303
|
|
|||
Defined benefit plans:
|
|
|
|
||||||
Net (loss) gain arising during the period
|
(232
|
)
|
373
|
|
(2,083
|
)
|
|||
Related tax benefit (expense)
|
81
|
|
(130
|
)
|
729
|
|
|||
Amortization of unrecognized loss and service cost on benefit plans
|
89
|
|
112
|
|
129
|
|
|||
Related tax expense
|
(31
|
)
|
(38
|
)
|
(45
|
)
|
|||
Recognition of loss due to settlement and curtailment
|
—
|
|
459
|
|
1,400
|
|
|||
Related tax expense
|
—
|
|
(161
|
)
|
(490
|
)
|
|||
Net effect on other comprehensive (loss) income
|
(93
|
)
|
615
|
|
(360
|
)
|
|||
Cash flow hedges:
|
|
|
|
||||||
Net gain arising during the period
|
1,824
|
|
—
|
|
—
|
|
|||
Related tax expense
|
(638
|
)
|
—
|
|
—
|
|
|||
Net effect on other comprehensive income
|
1,186
|
|
—
|
|
—
|
|
|||
Total other comprehensive (loss) income, net of tax
|
(1,195
|
)
|
942
|
|
11,943
|
|
|||
Total comprehensive income
|
$
|
29,962
|
|
$
|
11,883
|
|
$
|
28,627
|
|
|
Common Stock
|
Retained Earnings
|
Accumulated Other Comprehensive Income (Loss)
|
Treasury Stock
|
Total Stockholders' Equity
|
||||||||||
(Dollars in thousands)
|
|||||||||||||||
Balance, December 31, 2013
|
$
|
168,869
|
|
$
|
80,898
|
|
$
|
(13,244
|
)
|
$
|
(14,970
|
)
|
$
|
221,553
|
|
Net income
|
—
|
|
16,684
|
|
—
|
|
—
|
|
16,684
|
|
|||||
Other comprehensive income, net of tax
|
—
|
|
—
|
|
11,943
|
|
—
|
|
11,943
|
|
|||||
Cash dividends declared
|
—
|
|
(7,191
|
)
|
—
|
|
—
|
|
(7,191
|
)
|
|||||
Reissuance of treasury stock for stock option exercises
|
—
|
|
—
|
|
—
|
|
72
|
|
72
|
|
|||||
Tax benefit from exercise of stock options
|
85
|
|
—
|
|
—
|
|
—
|
|
85
|
|
|||||
Reissuance of treasury stock for deferred compensation plan for Boards of Directors
|
—
|
|
—
|
|
—
|
|
175
|
|
175
|
|
|||||
Reissuance of treasury stock for common stock awards
|
(10
|
)
|
—
|
|
—
|
|
10
|
|
—
|
|
|||||
Purchase of treasury stock
|
—
|
|
—
|
|
—
|
|
(520
|
)
|
(520
|
)
|
|||||
Common shares issued under dividend reinvestment plan
|
409
|
|
—
|
|
—
|
|
—
|
|
409
|
|
|||||
Common shares issued under compensation plan for Board of Directors
|
(14
|
)
|
—
|
|
—
|
|
221
|
|
207
|
|
|||||
Stock-based compensation expense
|
1,813
|
|
—
|
|
—
|
|
298
|
|
2,111
|
|
|||||
Issuance of common shares related to acquisitions:
|
|
|
|
|
|
||||||||||
Midwest Bancshares, Inc.
|
6,305
|
|
—
|
|
—
|
|
—
|
|
6,305
|
|
|||||
Ohio Heritage Bancorp, Inc.
|
32,017
|
|
—
|
|
—
|
|
—
|
|
32,017
|
|
|||||
North Akron Savings Bank
|
16,106
|
|
—
|
|
—
|
|
—
|
|
16,106
|
|
|||||
Common shares issued to institutional investors in private placement
|
40,162
|
|
—
|
|
—
|
|
—
|
|
40,162
|
|
|||||
Balance, December 31, 2014
|
$
|
265,742
|
|
$
|
90,391
|
|
$
|
(1,301
|
)
|
$
|
(14,714
|
)
|
$
|
340,118
|
|
Net income
|
—
|
|
10,941
|
|
—
|
|
—
|
|
10,941
|
|
|||||
Other comprehensive income, net of tax
|
—
|
|
—
|
|
942
|
|
—
|
|
942
|
|
|||||
Cash dividends declared
|
—
|
|
(10,542
|
)
|
—
|
|
—
|
|
(10,542
|
)
|
|||||
Tax benefit from exercise of stock options
|
51
|
|
—
|
|
—
|
|
—
|
|
51
|
|
|||||
Reissuance of treasury stock for deferred compensation plan for Boards of Directors
|
—
|
|
—
|
|
—
|
|
184
|
|
184
|
|
|||||
Purchase of treasury stock
|
—
|
|
—
|
|
—
|
|
(741
|
)
|
(741
|
)
|
|||||
Common shares issued under dividend reinvestment plan
|
397
|
|
—
|
|
—
|
|
—
|
|
397
|
|
|||||
Common shares issued under compensation plan for Board of Directors
|
(43
|
)
|
—
|
|
—
|
|
177
|
|
134
|
|
|||||
Stock-based compensation expense
|
1,843
|
|
—
|
|
—
|
|
—
|
|
1,843
|
|
|||||
Common shares issued under employee stock purchase plan
|
(69
|
)
|
—
|
|
—
|
|
504
|
|
435
|
|
|||||
Issuance of common shares related to acquisition of NB&T Financial Group, Inc.
|
76,027
|
|
—
|
|
—
|
|
—
|
|
76,027
|
|
|||||
Balance, December 31, 2015
|
$
|
343,948
|
|
$
|
90,790
|
|
$
|
(359
|
)
|
$
|
(14,590
|
)
|
$
|
419,789
|
|
|
|
|
|
|
|
PEOPLES BANCORP INC. AND SUBSIDIARIES
|
|||||||||||||||
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (CONTINUED)
|
|||||||||||||||
|
|
|
|
|
|
||||||||||
|
Common Stock
|
Retained Earnings
|
Accumulated Other Comprehensive Income (Loss)
|
Treasury Stock
|
Total Stockholders' Equity
|
||||||||||
(Dollars in thousands)
|
|||||||||||||||
Net income
|
—
|
|
31,157
|
|
—
|
|
—
|
|
31,157
|
|
|||||
Other comprehensive loss, net of tax
|
—
|
|
—
|
|
(1,195
|
)
|
—
|
|
(1,195
|
)
|
|||||
Cash dividends declared
|
—
|
|
(11,653
|
)
|
—
|
|
—
|
|
(11,653
|
)
|
|||||
Exercise of stock options
|
(40
|
)
|
—
|
|
—
|
|
40
|
|
—
|
|
|||||
Reissuance of treasury stock for common stock awards
|
(1,297
|
)
|
—
|
|
—
|
|
1,297
|
|
—
|
|
|||||
Tax benefit from exercise of stock options
|
26
|
|
—
|
|
—
|
|
—
|
|
26
|
|
|||||
Reissuance of treasury stock for deferred compensation plan for Boards of Directors
|
—
|
|
—
|
|
—
|
|
232
|
|
232
|
|
|||||
Purchase of treasury stock
|
—
|
|
—
|
|
—
|
|
(515
|
)
|
(515
|
)
|
|||||
Common shares repurchased under share repurchase program
|
—
|
|
—
|
|
—
|
|
(4,965
|
)
|
(4,965
|
)
|
|||||
Common shares issued under dividend reinvestment plan
|
437
|
|
—
|
|
—
|
|
—
|
|
437
|
|
|||||
Common shares issued under compensation plan for Board of Directors
|
(18
|
)
|
—
|
|
—
|
|
263
|
|
245
|
|
|||||
Stock-based compensation expense
|
1,332
|
|
—
|
|
—
|
|
—
|
|
1,332
|
|
|||||
Common shares issued under employee stock purchase plan
|
16
|
|
—
|
|
—
|
|
355
|
|
371
|
|
|||||
Balance, December 31, 2016
|
$
|
344,404
|
|
$
|
110,294
|
|
$
|
(1,554
|
)
|
$
|
(17,883
|
)
|
$
|
435,261
|
|
(Dollars in thousands)
|
2016
|
2015
|
2014
|
||||||
Operating activities:
|
|
|
|
||||||
Net income
|
$
|
31,157
|
|
$
|
10,941
|
|
$
|
16,684
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||||
Depreciation, amortization and accretion, net
|
19,169
|
|
18,503
|
|
13,174
|
|
|||
Provision for loan losses
|
3,539
|
|
14,097
|
|
339
|
|
|||
Bank owned life insurance income
|
(1,414
|
)
|
(598
|
)
|
(106
|
)
|
|||
Net gain on investment securities
|
(930
|
)
|
(729
|
)
|
(398
|
)
|
|||
Loss (gain) on debt extinguishment
|
707
|
|
520
|
|
(67
|
)
|
|||
Loans originated for sale
|
(69,123
|
)
|
(53,570
|
)
|
(51,458
|
)
|
|||
Proceeds from sales of loans
|
67,421
|
|
56,532
|
|
49,218
|
|
|||
Net gains on sales of loans
|
(1,047
|
)
|
(1,005
|
)
|
(943
|
)
|
|||
Deferred income tax (benefit) expense
|
(2,462
|
)
|
(1,582
|
)
|
3,835
|
|
|||
Increase (decrease) in accrued expenses
|
3,972
|
|
(4,412
|
)
|
(631
|
)
|
|||
(Increase) decrease in interest receivable
|
(1,278
|
)
|
704
|
|
139
|
|
|||
Excess tax benefit from share-based payments
|
(26
|
)
|
(51
|
)
|
(85
|
)
|
|||
Increase (decrease) in other assets
|
6,974
|
|
4,623
|
|
(1,505
|
)
|
|||
Other, net
|
3,652
|
|
3,909
|
|
3,299
|
|
|||
Net cash provided by operating activities
|
60,311
|
|
47,882
|
|
31,495
|
|
|||
Investing activities:
|
|
|
|
||||||
Available-for-sale investment securities:
|
|
|
|
||||||
Purchases
|
(166,241
|
)
|
(196,599
|
)
|
(143,184
|
)
|
|||
Proceeds from sales
|
30,734
|
|
57,415
|
|
108,092
|
|
|||
Proceeds from principal payments, calls and prepayments
|
127,824
|
|
126,401
|
|
79,830
|
|
|||
Held-to-maturity investment securities:
|
|
|
|
||||||
Purchases
|
—
|
|
—
|
|
(1,017
|
)
|
|||
Proceeds from principal payments
|
2,167
|
|
2,261
|
|
1,325
|
|
|||
Net increase in loans
|
(148,951
|
)
|
(77,893
|
)
|
(76,100
|
)
|
|||
Net expenditures for premises and equipment
|
(5,436
|
)
|
(9,429
|
)
|
(7,105
|
)
|
|||
Proceeds from sales of other real estate owned
|
240
|
|
971
|
|
219
|
|
|||
Investment in bank owned life insurance
|
(35,000
|
)
|
—
|
|
—
|
|
|||
Proceeds from bank owned life insurance
|
—
|
|
—
|
|
6,322
|
|
|||
Business combinations, net of cash received
|
(244
|
)
|
97,277
|
|
17,081
|
|
|||
(Investment in) return of limited partnership and tax credit funds
|
(3,451
|
)
|
(1,514
|
)
|
374
|
|
|||
Net cash used in investing activities
|
(198,358
|
)
|
(1,110
|
)
|
(14,163
|
)
|
|||
Financing activities:
|
|
|
|
||||||
Net increase in non-interest-bearing deposits
|
16,482
|
|
99,341
|
|
18,367
|
|
|||
Net decrease in interest-bearing deposits
|
(42,655
|
)
|
(125,360
|
)
|
(26,713
|
)
|
|||
Net increase (decrease) in short-term borrowings
|
145,221
|
|
72,109
|
|
(29,373
|
)
|
|||
Proceeds from long-term borrowings
|
55,000
|
|
—
|
|
5,269
|
|
|||
Payments on long-term borrowings
|
(24,361
|
)
|
(72,446
|
)
|
(10,288
|
)
|
|||
Cash dividends paid on common shares
|
(11,173
|
)
|
(10,065
|
)
|
(6,767
|
)
|
|||
Purchase of treasury stock under share repurchase program
|
(4,965
|
)
|
—
|
|
—
|
|
|||
Repurchase of common shares in connection with employee incentive and director compensation plans to be held as treasury stock
|
(515
|
)
|
(741
|
)
|
(520
|
)
|
|||
Proceeds from issuance of common shares
|
18
|
|
—
|
|
40,242
|
|
|||
Excess tax benefit from share-based payments
|
26
|
|
51
|
|
85
|
|
|||
Net cash provided by (used in) financing activities
|
133,078
|
|
(37,111
|
)
|
(9,698
|
)
|
|||
Net (decrease) increase in cash and cash equivalents
|
(4,969
|
)
|
9,661
|
|
7,634
|
|
|||
Cash and cash equivalents at beginning of period
|
71,115
|
|
61,454
|
|
53,820
|
|
|||
Cash and cash equivalents at end of period
|
$
|
66,146
|
|
$
|
71,115
|
|
$
|
61,454
|
|
Supplemental cash flow information:
|
|
|
|
||||||
Interest paid
|
$
|
11,773
|
|
$
|
11,541
|
|
$
|
10,766
|
|
Income taxes paid
|
$
|
11,890
|
|
$
|
672
|
|
$
|
6,726
|
|
|
|
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
|
||||||||||||
2016
|
|
|
|
|
||||||||
Obligations of:
|
|
|
|
|
||||||||
U.S. government sponsored agencies
|
$
|
1,000
|
|
$
|
—
|
|
$
|
1,000
|
|
$
|
—
|
|
States and political subdivisions
|
117,230
|
|
—
|
|
117,230
|
|
—
|
|
||||
Residential mortgage-backed securities
|
626,567
|
|
—
|
|
626,567
|
|
—
|
|
||||
Commercial mortgage-backed securities
|
19,291
|
|
—
|
|
19,291
|
|
—
|
|
||||
Bank-issued trust preferred securities
|
4,899
|
|
—
|
|
4,899
|
|
—
|
|
||||
Equity securities
|
8,953
|
|
8,734
|
|
219
|
|
—
|
|
||||
Total available-for-sale securities
|
$
|
777,940
|
|
$
|
8,734
|
|
$
|
769,206
|
|
$
|
—
|
|
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
(Level 1) |
Significant
Other Observable Inputs (Level 2) |
Significant Unobservable Inputs
(Level 3) |
||||||||
Fair Value
|
||||||||||||
2016
|
|
|
|
|
||||||||
Obligations of:
|
|
|
|
|
||||||||
States and political subdivisions
|
$
|
4,041
|
|
$
|
—
|
|
$
|
4,041
|
|
$
|
—
|
|
Residential mortgage-backed securities
|
33,762
|
|
—
|
|
33,762
|
|
—
|
|
||||
Commercial mortgage-backed securities
|
5,424
|
|
—
|
|
5,424
|
|
—
|
|
||||
Total held-to-maturity securities
|
$
|
43,227
|
|
$
|
—
|
|
$
|
43,227
|
|
$
|
—
|
|
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
|
|
$
|
—
|
|
|
2016
|
|
2015
|
||||||||||
(Dollars in thousands)
|
Carrying Amount
|
Fair Value
|
|
Carrying Amount
|
Fair Value
|
||||||||
Financial assets
:
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
66,146
|
|
$
|
66,146
|
|
|
$
|
71,115
|
|
$
|
71,115
|
|
Investment securities
|
859,455
|
|
859,538
|
|
|
868,830
|
|
868,955
|
|
||||
Loans (1)
|
2,210,529
|
|
2,152,544
|
|
|
2,057,614
|
|
2,018,482
|
|
||||
Financial liabilities:
|
|
|
|
|
|
||||||||
Deposits
|
$
|
2,509,722
|
|
$
|
2,512,647
|
|
|
$
|
2,535,944
|
|
$
|
2,540,131
|
|
Short-term borrowings
|
305,607
|
|
305,607
|
|
|
160,386
|
|
160,386
|
|
||||
Long-term borrowings
|
145,155
|
|
145,106
|
|
|
113,670
|
|
117,299
|
|
||||
Cash flow hedges (2)
|
1,779
|
|
1,779
|
|
|
—
|
|
—
|
|
(Dollars in thousands)
|
Amortized Cost
|
Gross Unrealized Gains
|
Gross Unrealized Losses
|
Fair Value
|
||||||||
2016
|
|
|
|
|
||||||||
Obligations of:
|
|
|
|
|
||||||||
U.S. government sponsored agencies
|
$
|
1,000
|
|
$
|
—
|
|
$
|
—
|
|
$
|
1,000
|
|
States and political subdivisions
|
115,657
|
|
1,836
|
|
(263
|
)
|
117,230
|
|
||||
Residential mortgage-backed securities
|
633,802
|
|
3,758
|
|
(10,993
|
)
|
626,567
|
|
||||
Commercial mortgage-backed securities
|
19,337
|
|
41
|
|
(87
|
)
|
19,291
|
|
||||
Bank-issued trust preferred securities
|
5,169
|
|
91
|
|
(361
|
)
|
4,899
|
|
||||
Equity securities
|
2,052
|
|
6,969
|
|
(68
|
)
|
8,953
|
|
||||
Total available-for-sale securities
|
$
|
777,017
|
|
$
|
12,695
|
|
$
|
(11,772
|
)
|
$
|
777,940
|
|
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
|
|
(Dollars in thousands)
|
2016
|
2015
|
2014
|
||||||
Gross gains realized
|
$
|
933
|
|
$
|
795
|
|
$
|
1,136
|
|
Gross losses realized
|
3
|
|
66
|
|
738
|
|
|||
Net gain realized
|
$
|
930
|
|
$
|
729
|
|
$
|
398
|
|
|
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
|
||||||||||||||
2016
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Obligations of:
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
States and political subdivisions
|
$
|
23,501
|
|
$
|
263
|
|
28
|
|
|
$
|
—
|
|
$
|
—
|
|
—
|
|
|
$
|
23,501
|
|
$
|
263
|
|
Residential mortgage-backed securities
|
427,088
|
|
8,495
|
|
108
|
|
|
46,631
|
|
2,498
|
|
22
|
|
|
473,719
|
|
10,993
|
|
||||||
Commercial mortgage-backed securities
|
7,770
|
|
87
|
|
4
|
|
|
—
|
|
—
|
|
—
|
|
|
7,770
|
|
87
|
|
||||||
Bank-issued trust preferred securities
|
—
|
|
—
|
|
—
|
|
|
2,637
|
|
361
|
|
3
|
|
|
2,637
|
|
361
|
|
||||||
Equity securities
|
263
|
|
3
|
|
1
|
|
|
110
|
|
65
|
|
1
|
|
|
373
|
|
68
|
|
||||||
Total
|
$
|
458,622
|
|
$
|
8,848
|
|
141
|
|
|
$
|
49,378
|
|
$
|
2,924
|
|
26
|
|
|
$
|
508,000
|
|
$
|
11,772
|
|
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
|
$
|
1,000
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
1,000
|
|
States and political subdivisions
|
435
|
|
14,354
|
|
28,903
|
|
71,965
|
|
115,657
|
|
|||||
Residential mortgage-backed securities
|
2
|
|
14,225
|
|
33,180
|
|
586,395
|
|
633,802
|
|
|||||
Commercial mortgage-backed securities
|
—
|
|
3,246
|
|
14,267
|
|
1,824
|
|
19,337
|
|
|||||
Bank-issued trust preferred securities
|
—
|
|
—
|
|
—
|
|
5,169
|
|
5,169
|
|
|||||
Equity securities
|
—
|
|
—
|
|
—
|
|
—
|
|
2,052
|
|
|||||
Total available-for-sale securities
|
$
|
1,437
|
|
$
|
31,825
|
|
$
|
76,350
|
|
$
|
665,353
|
|
$
|
777,017
|
|
Fair value
|
|
|
|
|
|
||||||||||
Obligations of:
|
|
|
|
|
|
||||||||||
U.S. government sponsored agencies
|
$
|
1,000
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
1,000
|
|
States and political subdivisions
|
438
|
|
14,484
|
|
29,250
|
|
73,058
|
|
117,230
|
|
|||||
Residential mortgage-backed securities
|
2
|
|
14,020
|
|
33,389
|
|
579,156
|
|
626,567
|
|
|||||
Commercial mortgage-backed securities
|
—
|
|
3,287
|
|
14,185
|
|
1,819
|
|
19,291
|
|
|||||
Bank-issued trust preferred securities
|
—
|
|
—
|
|
—
|
|
4,899
|
|
4,899
|
|
|||||
Equity securities
|
—
|
|
—
|
|
—
|
|
—
|
|
8,953
|
|
|||||
Total available-for-sale securities
|
$
|
1,440
|
|
$
|
31,791
|
|
$
|
76,824
|
|
$
|
658,932
|
|
$
|
777,940
|
|
Total weighted-average yield
|
2.23
|
%
|
4.11
|
%
|
3.57
|
%
|
3.29
|
%
|
3.36
|
%
|
(Dollars in thousands)
|
Amortized Cost
|
Gross Unrealized Gains
|
Gross Unrealized Losses
|
Fair Value
|
||||||||
2016
|
|
|
|
|
||||||||
Obligations of:
|
|
|
|
|
||||||||
States and political subdivisions
|
$
|
3,820
|
|
$
|
221
|
|
$
|
—
|
|
$
|
4,041
|
|
Residential mortgage-backed securities
|
33,858
|
|
432
|
|
(528
|
)
|
33,762
|
|
||||
Commercial mortgage-backed securities
|
5,466
|
|
—
|
|
(42
|
)
|
5,424
|
|
||||
Total held-to-maturity securities
|
$
|
43,144
|
|
$
|
653
|
|
$
|
(570
|
)
|
$
|
43,227
|
|
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
|
||||||||||||||
2016
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Obligations of:
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Residential mortgage-backed securities
|
$
|
12,139
|
|
$
|
476
|
|
3
|
|
|
$
|
963
|
|
$
|
52
|
|
1
|
|
|
$
|
13,102
|
|
$
|
528
|
|
Commercial mortgage-backed securities
|
5,424
|
|
42
|
|
1
|
|
|
—
|
|
—
|
|
—
|
|
|
5,424
|
|
42
|
|
||||||
Total
|
$
|
17,563
|
|
$
|
518
|
|
4
|
|
|
$
|
963
|
|
$
|
52
|
|
1
|
|
|
$
|
18,526
|
|
$
|
570
|
|
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
|
$
|
—
|
|
$
|
318
|
|
$
|
978
|
|
$
|
2,524
|
|
$
|
3,820
|
|
Residential mortgage-backed securities
|
—
|
|
—
|
|
4,623
|
|
29,235
|
|
33,858
|
|
|||||
Commercial mortgage-backed securities
|
—
|
|
—
|
|
—
|
|
5,466
|
|
5,466
|
|
|||||
Total held-to-maturity securities
|
$
|
—
|
|
$
|
318
|
|
$
|
5,601
|
|
$
|
37,225
|
|
$
|
43,144
|
|
Fair value
|
|
|
|
|
|
||||||||||
Obligations of:
|
|
|
|
|
|
||||||||||
States and political subdivisions
|
$
|
—
|
|
$
|
320
|
|
$
|
1,058
|
|
$
|
2,663
|
|
$
|
4,041
|
|
Residential mortgage-backed securities
|
—
|
|
—
|
|
4,643
|
|
29,119
|
|
33,762
|
|
|||||
Commercial mortgage-backed securities
|
—
|
|
—
|
|
—
|
|
5,424
|
|
5,424
|
|
|||||
Total held-to-maturity securities
|
$
|
—
|
|
$
|
320
|
|
$
|
5,701
|
|
$
|
37,206
|
|
$
|
43,227
|
|
Total weighted-average yield
|
—
|
%
|
6.16
|
%
|
3.03
|
%
|
3.66
|
%
|
3.60
|
%
|
(Dollars in thousands)
|
2016
|
2015
|
||||
Originated loans:
|
|
|
||||
Commercial real estate, construction
|
$
|
84,626
|
|
$
|
63,785
|
|
Commercial real estate, other
|
531,557
|
|
471,184
|
|
||
Commercial real estate
|
616,183
|
|
534,969
|
|
||
Commercial and industrial
|
378,131
|
|
288,130
|
|
||
Residential real estate
|
307,490
|
|
288,783
|
|
||
Home equity lines of credit
|
85,617
|
|
74,176
|
|
||
Consumer, indirect
|
252,024
|
|
165,320
|
|
||
Consumer, other
|
67,579
|
|
61,813
|
|
||
Consumer
|
319,603
|
|
227,133
|
|
||
Deposit account overdrafts
|
1,080
|
|
1,448
|
|
||
Total originated loans
|
$
|
1,708,104
|
|
$
|
1,414,639
|
|
Acquired loans:
|
|
|
||||
Commercial real estate, construction
|
$
|
10,100
|
|
$
|
12,114
|
|
Commercial real estate, other
|
204,466
|
|
265,092
|
|
||
Commercial real estate
|
214,566
|
|
277,206
|
|
||
Commercial and industrial
|
44,208
|
|
63,589
|
|
||
Residential real estate
|
228,435
|
|
276,772
|
|
||
Home equity lines of credit
|
25,875
|
|
32,253
|
|
||
Consumer, indirect
|
808
|
|
1,776
|
|
||
Consumer, other
|
2,940
|
|
6,205
|
|
||
Consumer
|
3,748
|
|
7,981
|
|
||
Total acquired loans
|
$
|
516,832
|
|
$
|
657,801
|
|
Total loans
|
$
|
2,224,936
|
|
$
|
2,072,440
|
|
(Dollars in thousands)
|
2016
|
2015
|
||||
Commercial real estate
|
$
|
11,476
|
|
$
|
16,893
|
|
Commercial and industrial
|
1,573
|
|
3,040
|
|
||
Residential real estate
|
23,306
|
|
27,155
|
|
||
Consumer
|
76
|
|
193
|
|
||
Total outstanding balance
|
$
|
36,431
|
|
$
|
47,281
|
|
Net carrying amount
|
$
|
26,524
|
|
$
|
35,064
|
|
(Dollars in thousands)
|
Accretable Yield
|
||
Balance, December 31, 2015
|
$
|
7,042
|
|
Additions:
|
|
||
Reclassification from nonaccretable to accretable
|
2,014
|
|
|
Accretion
|
(1,924
|
)
|
|
Balance, December 31, 2016
|
$
|
7,132
|
|
|
|
|
|
Accruing Loans
90+ Days Past Due
|
|||||||||
|
Nonaccrual Loans
|
|
|||||||||||
(Dollars in thousands)
|
2016
|
2015
|
|
2016
|
2015
|
||||||||
Originated loans:
|
|
|
|
|
|
||||||||
Commercial real estate, construction
|
$
|
826
|
|
$
|
921
|
|
|
$
|
—
|
|
$
|
—
|
|
Commercial real estate, other
|
9,934
|
|
7,041
|
|
|
—
|
|
—
|
|
||||
Commercial real estate
|
10,760
|
|
7,962
|
|
|
—
|
|
—
|
|
||||
Commercial and industrial
|
1,712
|
|
480
|
|
|
—
|
|
680
|
|
||||
Residential real estate
|
3,778
|
|
3,057
|
|
|
183
|
|
169
|
|
||||
Home equity lines of credit
|
383
|
|
321
|
|
|
—
|
|
—
|
|
||||
Consumer, indirect
|
130
|
|
34
|
|
|
10
|
|
—
|
|
||||
Consumer, other
|
11
|
|
58
|
|
|
—
|
|
1
|
|
||||
Consumer
|
141
|
|
92
|
|
|
10
|
|
1
|
|
||||
Total originated loans
|
$
|
16,774
|
|
$
|
11,912
|
|
|
$
|
193
|
|
$
|
850
|
|
Acquired loans:
|
|
|
|
|
|
||||||||
Commercial real estate, other
|
$
|
1,609
|
|
$
|
469
|
|
|
$
|
1,506
|
|
$
|
2,425
|
|
Commercial and industrial
|
390
|
|
247
|
|
|
387
|
|
1,306
|
|
||||
Residential real estate
|
2,317
|
|
798
|
|
|
1,672
|
|
1,353
|
|
||||
Home equity lines of credit
|
231
|
|
98
|
|
|
—
|
|
35
|
|
||||
Consumer, indirect
|
—
|
|
—
|
|
|
13
|
|
—
|
|
||||
Consumer, other
|
4
|
|
7
|
|
|
—
|
|
—
|
|
||||
Consumer
|
4
|
|
7
|
|
|
13
|
|
—
|
|
||||
Total acquired loans
|
$
|
4,551
|
|
$
|
1,619
|
|
|
$
|
3,578
|
|
$
|
5,119
|
|
Total loans
|
$
|
21,325
|
|
$
|
13,531
|
|
|
$
|
3,771
|
|
$
|
5,969
|
|
|
Loans Past Due
|
|
Current
Loans
|
Total
Loans
|
|||||||||||||||
(Dollars in thousands)
|
30 - 59 days
|
60 - 89 days
|
90 + Days
|
Total
|
|
||||||||||||||
2016
|
|
|
|
|
|
|
|
||||||||||||
Originated loans:
|
|
|
|
|
|
|
|
||||||||||||
Commercial real estate, construction
|
$
|
—
|
|
$
|
—
|
|
$
|
826
|
|
$
|
826
|
|
|
$
|
83,800
|
|
$
|
84,626
|
|
Commercial real estate, other
|
1,420
|
|
225
|
|
9,305
|
|
10,950
|
|
|
520,607
|
|
531,557
|
|
||||||
Commercial real estate
|
1,420
|
|
225
|
|
10,131
|
|
11,776
|
|
|
604,407
|
|
616,183
|
|
||||||
Commercial and industrial
|
1,305
|
|
700
|
|
1,465
|
|
3,470
|
|
|
374,661
|
|
378,131
|
|
||||||
Residential real estate
|
7,288
|
|
1,019
|
|
1,895
|
|
10,202
|
|
|
297,288
|
|
307,490
|
|
||||||
Home equity lines of credit
|
316
|
|
45
|
|
248
|
|
609
|
|
|
85,008
|
|
85,617
|
|
||||||
Consumer, indirect
|
2,080
|
|
273
|
|
77
|
|
2,430
|
|
|
249,594
|
|
252,024
|
|
||||||
Consumer, other
|
346
|
|
38
|
|
—
|
|
384
|
|
|
67,195
|
|
67,579
|
|
||||||
Consumer
|
2,426
|
|
311
|
|
77
|
|
2,814
|
|
|
316,789
|
|
319,603
|
|
||||||
Deposit account overdrafts
|
—
|
|
—
|
|
—
|
|
—
|
|
|
1,080
|
|
1,080
|
|
||||||
Total originated loans
|
$
|
12,755
|
|
$
|
2,300
|
|
$
|
13,816
|
|
$
|
28,871
|
|
|
$
|
1,679,233
|
|
$
|
1,708,104
|
|
Acquired loans:
|
|
|
|
|
|
|
|
||||||||||||
Commercial real estate, construction
|
$
|
—
|
|
$
|
—
|
|
$
|
40
|
|
$
|
40
|
|
|
$
|
10,060
|
|
$
|
10,100
|
|
Commercial real estate, other
|
1,220
|
|
208
|
|
2,271
|
|
3,699
|
|
|
200,767
|
|
204,466
|
|
||||||
Commercial real estate
|
1,220
|
|
208
|
|
2,311
|
|
3,739
|
|
|
210,827
|
|
214,566
|
|
||||||
Commercial and industrial
|
148
|
|
3
|
|
777
|
|
928
|
|
|
43,280
|
|
44,208
|
|
||||||
Residential real estate
|
5,918
|
|
2,496
|
|
2,974
|
|
11,388
|
|
|
217,047
|
|
228,435
|
|
||||||
Home equity lines of credit
|
208
|
|
65
|
|
178
|
|
451
|
|
|
25,424
|
|
25,875
|
|
||||||
Consumer, indirect
|
4
|
|
—
|
|
—
|
|
4
|
|
|
804
|
|
808
|
|
||||||
Consumer, other
|
51
|
|
—
|
|
13
|
|
64
|
|
|
2,876
|
|
2,940
|
|
||||||
Consumer
|
55
|
|
—
|
|
13
|
|
68
|
|
|
3,680
|
|
3,748
|
|
||||||
Total acquired loans
|
$
|
7,549
|
|
$
|
2,772
|
|
$
|
6,253
|
|
$
|
16,574
|
|
|
$
|
500,258
|
|
$
|
516,832
|
|
Total loans
|
$
|
20,304
|
|
$
|
5,072
|
|
$
|
20,069
|
|
$
|
45,445
|
|
|
$
|
2,179,491
|
|
$
|
2,224,936
|
|
|
Loans Past Due
|
|
Current
Loans
|
Total
Loans
|
|||||||||||||||
(Dollars in thousands)
|
30 - 59 days
|
60 - 89 days
|
90 + Days
|
Total
|
|
||||||||||||||
2015
|
|
|
|
|
|
|
|
||||||||||||
Originated loans:
|
|
|
|
|
|
|
|
||||||||||||
Commercial real estate, construction
|
$
|
913
|
|
$
|
—
|
|
$
|
8
|
|
$
|
921
|
|
|
$
|
62,864
|
|
$
|
63,785
|
|
Commercial real estate, other
|
7,260
|
|
1,258
|
|
379
|
|
8,897
|
|
|
462,287
|
|
471,184
|
|
||||||
Commercial real estate
|
8,173
|
|
1,258
|
|
387
|
|
9,818
|
|
|
525,151
|
|
534,969
|
|
||||||
Commercial and industrial
|
1,437
|
|
215
|
|
767
|
|
2,419
|
|
|
285,711
|
|
288,130
|
|
||||||
Residential real estate
|
3,124
|
|
1,105
|
|
1,263
|
|
5,492
|
|
|
283,291
|
|
288,783
|
|
||||||
Home equity lines of credit
|
161
|
|
7
|
|
104
|
|
272
|
|
|
73,904
|
|
74,176
|
|
||||||
Consumer, indirect
|
790
|
|
168
|
|
—
|
|
958
|
|
|
164,362
|
|
165,320
|
|
||||||
Consumer, other
|
597
|
|
82
|
|
32
|
|
711
|
|
|
61,102
|
|
61,813
|
|
||||||
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, indirect
|
23
|
|
—
|
|
—
|
|
23
|
|
|
1,753
|
|
1,776
|
|
||||||
Consumer, other
|
67
|
|
31
|
|
—
|
|
98
|
|
|
6,107
|
|
6,205
|
|
||||||
Consumer
|
90
|
|
31
|
|
—
|
|
121
|
|
|
7,860
|
|
7,981
|
|
||||||
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
|
Watch
|
Substandard
|
Doubtful
|
Not
Rated
|
Total
Loans
|
||||||||||||
(Dollars in thousands)
|
(Grades 1 - 4)
|
(Grade 5)
|
(Grade 6)
|
(Grade 7)
|
||||||||||||||
2016
|
|
|
|
|
|
|
||||||||||||
Originated loans:
|
|
|
|
|
|
|
||||||||||||
Commercial real estate, construction
|
$
|
73,423
|
|
$
|
—
|
|
$
|
826
|
|
$
|
—
|
|
$
|
10,377
|
|
$
|
84,626
|
|
Commercial real estate, other
|
505,029
|
|
11,855
|
|
14,673
|
|
—
|
|
—
|
|
531,557
|
|
||||||
Commercial real estate
|
578,452
|
|
11,855
|
|
15,499
|
|
—
|
|
10,377
|
|
616,183
|
|
||||||
Commercial and industrial
|
346,791
|
|
15,210
|
|
16,130
|
|
—
|
|
—
|
|
378,131
|
|
||||||
Residential real estate
|
47,336
|
|
957
|
|
12,828
|
|
304
|
|
246,065
|
|
307,490
|
|
||||||
Home equity lines of credit
|
465
|
|
—
|
|
135
|
|
—
|
|
85,017
|
|
85,617
|
|
||||||
Consumer, indirect
|
15
|
|
13
|
|
—
|
|
—
|
|
251,996
|
|
252,024
|
|
||||||
Consumer, other
|
50
|
|
—
|
|
—
|
|
—
|
|
67,529
|
|
67,579
|
|
||||||
Consumer
|
65
|
|
13
|
|
—
|
|
—
|
|
319,525
|
|
319,603
|
|
||||||
Deposit account overdrafts
|
—
|
|
—
|
|
—
|
|
—
|
|
1,080
|
|
1,080
|
|
||||||
Total originated loans
|
$
|
973,109
|
|
$
|
28,035
|
|
$
|
44,592
|
|
$
|
304
|
|
$
|
662,064
|
|
$
|
1,708,104
|
|
Acquired loans:
|
|
|
|
|
|
|
||||||||||||
Commercial real estate, construction
|
$
|
10,046
|
|
$
|
—
|
|
$
|
54
|
|
$
|
—
|
|
$
|
—
|
|
$
|
10,100
|
|
Commercial real estate, other
|
181,781
|
|
12,475
|
|
10,210
|
|
—
|
|
—
|
|
204,466
|
|
||||||
Commercial real estate
|
191,827
|
|
12,475
|
|
10,264
|
|
—
|
|
—
|
|
214,566
|
|
||||||
Commercial and industrial
|
42,809
|
|
227
|
|
978
|
|
194
|
|
—
|
|
44,208
|
|
||||||
Residential real estate
|
17,170
|
|
709
|
|
1,404
|
|
—
|
|
209,152
|
|
228,435
|
|
||||||
Home equity lines of credit
|
202
|
|
—
|
|
—
|
|
—
|
|
25,673
|
|
25,875
|
|
||||||
Consumer, indirect
|
51
|
|
—
|
|
—
|
|
—
|
|
757
|
|
808
|
|
||||||
Consumer, other
|
53
|
|
—
|
|
—
|
|
—
|
|
2,887
|
|
2,940
|
|
||||||
Consumer
|
104
|
|
—
|
|
—
|
|
—
|
|
3,644
|
|
3,748
|
|
||||||
Total acquired loans
|
$
|
252,112
|
|
$
|
13,411
|
|
$
|
12,646
|
|
$
|
194
|
|
$
|
238,469
|
|
$
|
516,832
|
|
Total loans
|
$
|
1,225,221
|
|
$
|
41,446
|
|
$
|
57,238
|
|
$
|
498
|
|
$
|
900,533
|
|
$
|
2,224,936
|
|
|
Pass Rated
|
Watch
|
Substandard
|
Doubtful
|
Not
Rated
|
Total
Loans
|
||||||||||||
(Dollars in thousands)
|
(Grades 1 - 4)
|
(Grade 5)
|
(Grade 6)
|
(Grade 7)
|
||||||||||||||
2015
|
|
|
|
|
|
|
||||||||||||
Originated loans:
|
|
|
|
|
|
|
||||||||||||
Commercial real estate, construction
|
$
|
62,225
|
|
$
|
—
|
|
$
|
913
|
|
$
|
—
|
|
$
|
647
|
|
$
|
63,785
|
|
Commercial real estate, other
|
434,868
|
|
18,710
|
|
17,595
|
|
—
|
|
11
|
|
471,184
|
|
||||||
Commercial real estate
|
497,093
|
|
18,710
|
|
18,508
|
|
—
|
|
658
|
|
534,969
|
|
||||||
Commercial and industrial
|
259,183
|
|
23,601
|
|
5,344
|
|
—
|
|
2
|
|
288,130
|
|
||||||
Residential real estate
|
21,903
|
|
1,168
|
|
12,282
|
|
187
|
|
253,243
|
|
288,783
|
|
||||||
Home equity lines of credit
|
785
|
|
—
|
|
175
|
|
—
|
|
73,216
|
|
74,176
|
|
||||||
Consumer, indirect
|
114
|
|
—
|
|
—
|
|
—
|
|
165,206
|
|
165,320
|
|
||||||
Consumer, other
|
94
|
|
—
|
|
3
|
|
—
|
|
61,716
|
|
61,813
|
|
||||||
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, indirect
|
126
|
|
—
|
|
—
|
|
—
|
|
1,650
|
|
1,776
|
|
||||||
Consumer, other
|
130
|
|
—
|
|
—
|
|
—
|
|
6,075
|
|
6,205
|
|
||||||
Consumer
|
256
|
|
—
|
|
—
|
|
—
|
|
7,725
|
|
7,981
|
|
||||||
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
|
Without
|
Related
Allowance
|
||||||||||||||||||
(Dollars in thousands)
|
Allowance
|
Allowance
|
|||||||||||||||||||
2016
|
|
|
|
|
|
|
|
||||||||||||||
Commercial real estate, construction
|
$
|
894
|
|
$
|
—
|
|
$
|
866
|
|
$
|
866
|
|
$
|
—
|
|
$
|
913
|
|
$
|
3
|
|
Commercial real estate, other
|
20,029
|
|
7,474
|
|
12,227
|
|
19,701
|
|
803
|
|
18,710
|
|
700
|
|
|||||||
Commercial real estate
|
20,923
|
|
7,474
|
|
13,093
|
|
20,567
|
|
803
|
|
19,623
|
|
703
|
|
|||||||
Commercial and industrial
|
7,289
|
|
2,732
|
|
1,003
|
|
3,735
|
|
585
|
|
3,386
|
|
125
|
|
|||||||
Residential real estate
|
27,703
|
|
138
|
|
27,393
|
|
27,531
|
|
24
|
|
27,455
|
|
1,419
|
|
|||||||
Home equity lines of credit
|
908
|
|
—
|
|
908
|
|
908
|
|
—
|
|
717
|
|
44
|
|
|||||||
Consumer, indirect
|
220
|
|
—
|
|
224
|
|
224
|
|
—
|
|
136
|
|
16
|
|
|||||||
Consumer, other
|
130
|
|
—
|
|
130
|
|
130
|
|
—
|
|
138
|
|
13
|
|
|||||||
Consumer
|
350
|
|
—
|
|
354
|
|
354
|
|
—
|
|
274
|
|
29
|
|
|||||||
Total
|
$
|
57,173
|
|
$
|
10,344
|
|
$
|
42,751
|
|
$
|
53,095
|
|
$
|
1,412
|
|
$
|
51,455
|
|
$
|
2,320
|
|
2015
|
|
|
|
|
|
|
|
||||||||||||||
Commercial real estate, construction
|
$
|
957
|
|
$
|
—
|
|
$
|
957
|
|
957
|
|
$
|
—
|
|
$
|
227
|
|
$
|
3
|
|
|
Commercial real estate, other
|
23,430
|
|
6,396
|
|
12,772
|
|
19,168
|
|
1,363
|
|
13,070
|
|
815
|
|
|||||||
Commercial real estate
|
24,387
|
|
6,396
|
|
13,729
|
|
20,125
|
|
1,363
|
|
13,297
|
|
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, indirect
|
118
|
|
—
|
|
103
|
|
103
|
|
—
|
|
84
|
|
—
|
|
|||||||
Consumer, other
|
265
|
|
—
|
|
195
|
|
195
|
|
—
|
|
210
|
|
28
|
|
|||||||
Consumer
|
383
|
|
—
|
|
298
|
|
298
|
|
—
|
|
294
|
|
28
|
|
|||||||
Total
|
$
|
62,169
|
|
$
|
7,990
|
|
$
|
47,410
|
|
$
|
55,400
|
|
$
|
1,820
|
|
$
|
44,750
|
|
$
|
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
|
(24
|
)
|
(1,017
|
)
|
(588
|
)
|
(73
|
)
|
(2,655
|
)
|
(774
|
)
|
(5,131
|
)
|
|||||||
Recoveries
|
1,209
|
|
306
|
|
278
|
|
56
|
|
1,285
|
|
175
|
|
3,309
|
|
|||||||
Net recoveries (charge-offs)
|
1,185
|
|
(711
|
)
|
(310
|
)
|
(17
|
)
|
(1,370
|
)
|
(599
|
)
|
(1,822
|
)
|
|||||||
(Recovery of) provision for loan losses
|
(1,089
|
)
|
1,682
|
|
35
|
|
(27
|
)
|
2,229
|
|
649
|
|
3,479
|
|
|||||||
Balance, December 31, 2016
|
$
|
7,172
|
|
$
|
6,353
|
|
$
|
982
|
|
$
|
688
|
|
$
|
2,830
|
|
$
|
171
|
|
$
|
18,196
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Period-end amount allocated to:
|
|
|
|
|
|
|
|||||||||||||||
Loans individually evaluated for impairment
|
$
|
803
|
|
$
|
585
|
|
$
|
24
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
1,412
|
|
Loans collectively evaluated for impairment
|
6,369
|
|
5,768
|
|
958
|
|
688
|
|
2,830
|
|
171
|
|
16,784
|
|
|||||||
Balance, December 31, 2016
|
$
|
7,172
|
|
$
|
6,353
|
|
$
|
982
|
|
$
|
688
|
|
$
|
2,830
|
|
$
|
171
|
|
$
|
18,196
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance, January 1, 2015
|
$
|
9,825
|
|
$
|
4,036
|
|
$
|
1,627
|
|
$
|
694
|
|
$
|
1,587
|
|
$
|
112
|
|
$
|
17,881
|
|
Charge-offs
|
(242
|
)
|
(13,576
|
)
|
(628
|
)
|
(125
|
)
|
(1,353
|
)
|
(774
|
)
|
(16,698
|
)
|
|||||||
Recoveries
|
104
|
|
98
|
|
315
|
|
119
|
|
755
|
|
171
|
|
1,562
|
|
|||||||
Net charge-offs
|
(138
|
)
|
(13,478
|
)
|
(313
|
)
|
(6
|
)
|
(598
|
)
|
(603
|
)
|
(15,136
|
)
|
|||||||
(Recovery of) provision for loan losses
|
(2,611
|
)
|
14,824
|
|
(57
|
)
|
44
|
|
982
|
|
612
|
|
13,794
|
|
|||||||
Balance, December 31, 2015
|
$
|
7,076
|
|
$
|
5,382
|
|
$
|
1,257
|
|
$
|
732
|
|
$
|
1,971
|
|
$
|
121
|
|
$
|
16,539
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Period-end amount allocated to:
|
|
|
|
|
|
|
|||||||||||||||
Loans individually evaluated for impairment
|
$
|
1,363
|
|
$
|
351
|
|
$
|
106
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
1,820
|
|
Loans collectively evaluated for impairment
|
5,713
|
|
5,031
|
|
1,151
|
|
732
|
|
1,971
|
|
121
|
|
14,719
|
|
|||||||
Balance, December 31, 2015
|
$
|
7,076
|
|
$
|
5,382
|
|
$
|
1,257
|
|
$
|
732
|
|
$
|
1,971
|
|
$
|
121
|
|
$
|
16,539
|
|
(Dollars in thousands)
|
2016
|
2015
|
||||
Purchase credit impaired loans:
|
|
|
||||
Balance, January 1
|
$
|
240
|
|
$
|
—
|
|
Charge-offs
|
(67
|
)
|
(63
|
)
|
||
Recoveries
|
—
|
|
—
|
|
||
Net (charge-offs) recoveries
|
(67
|
)
|
(63
|
)
|
||
Provision for loan losses
|
60
|
|
303
|
|
||
Balance, December 31
|
$
|
233
|
|
$
|
240
|
|
(Dollars in thousands)
|
|
2016
|
|
2015
|
||||
Land
|
|
$
|
12,085
|
|
|
$
|
11,976
|
|
Building and premises
|
|
61,451
|
|
|
58,607
|
|
||
Furniture, fixtures and equipment
|
|
26,078
|
|
|
25,487
|
|
||
Total bank premises and equipment
|
|
99,614
|
|
|
96,070
|
|
||
Accumulated depreciation
|
|
(45,998
|
)
|
|
(42,583
|
)
|
||
Net book value
|
|
$
|
53,616
|
|
|
$
|
53,487
|
|
(Dollars in thousands)
|
2016
|
2015
|
||||
Goodwill, beginning of year
|
$
|
132,631
|
|
$
|
98,562
|
|
Acquired goodwill
|
—
|
|
34,069
|
|
||
Goodwill, end of year
|
$
|
132,631
|
|
$
|
132,631
|
|
(Dollars in thousands)
|
Core Deposits
|
|
Customer Relationships
|
|
Total
|
||||||
2016
|
|
|
|
|
|
||||||
Gross intangibles
|
$
|
16,150
|
|
|
$
|
4,859
|
|
|
$
|
21,009
|
|
Acquired intangibles
|
—
|
|
|
514
|
|
|
514
|
|
|||
Accumulated amortization
|
(7,594
|
)
|
|
(2,847
|
)
|
|
(10,441
|
)
|
|||
Total acquired intangibles
|
$
|
8,556
|
|
|
$
|
2,526
|
|
|
$
|
11,082
|
|
Servicing rights
|
|
|
|
|
2,305
|
|
|||||
Total other intangibles
|
|
|
|
|
|
|
$
|
13,387
|
|
||
2015
|
|
|
|
|
|
||||||
Gross intangibles
|
$
|
7,013
|
|
|
$
|
8,858
|
|
|
$
|
15,871
|
|
Acquired intangibles
|
8,623
|
|
|
1,695
|
|
|
10,318
|
|
|||
Accumulated amortization
|
(4,396
|
)
|
|
(7,194
|
)
|
|
(11,590
|
)
|
|||
Total acquired intangibles
|
$
|
11,240
|
|
|
$
|
3,359
|
|
|
$
|
14,599
|
|
Servicing rights
|
|
|
|
|
2,387
|
|
|||||
Total other intangibles
|
|
|
|
|
|
|
$
|
16,986
|
|
(Dollars in thousands)
|
|
Core Deposits
|
|
Customer Relationships
|
|
Total
|
||||||
2017
|
|
$
|
2,688
|
|
|
$
|
722
|
|
|
$
|
3,410
|
|
2018
|
|
2,175
|
|
|
606
|
|
|
2,781
|
|
|||
2019
|
|
1,658
|
|
|
482
|
|
|
2,140
|
|
|||
2020
|
|
1,138
|
|
|
352
|
|
|
1,490
|
|
|||
2021
|
|
648
|
|
|
217
|
|
|
865
|
|
|||
Thereafter
|
|
249
|
|
|
147
|
|
|
396
|
|
|||
Total
|
|
$
|
8,556
|
|
|
$
|
2,526
|
|
|
$
|
11,082
|
|
(Dollars in thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Balance, beginning of year
|
|
$
|
2,387
|
|
|
$
|
2,238
|
|
|
$
|
2,295
|
|
Amortization
|
|
(762
|
)
|
|
(662
|
)
|
|
(597
|
)
|
|||
Servicing rights originated
|
|
680
|
|
|
566
|
|
|
497
|
|
|||
Servicing rights acquired
|
|
—
|
|
|
245
|
|
|
43
|
|
|||
Balance, end of year
|
|
$
|
2,305
|
|
|
$
|
2,387
|
|
|
$
|
2,238
|
|
(Dollars in thousands)
|
2016
|
2015
|
||||
Retail certificates of deposit:
|
|
|
||||
$100,000 or more
|
$
|
173,499
|
|
$
|
189,583
|
|
Less than $100,000
|
211,362
|
|
259,409
|
|
||
Retail certificates of deposit
|
384,861
|
|
448,992
|
|
||
Savings accounts
|
436,344
|
|
414,375
|
|
||
Money market deposit accounts
|
407,754
|
|
394,119
|
|
||
Governmental deposit accounts
|
251,671
|
|
276,639
|
|
||
Interest-bearing transaction accounts
|
278,975
|
|
250,023
|
|
||
Brokered certificates of deposits
|
15,696
|
|
33,857
|
|
||
Total interest-bearing deposits
|
1,775,301
|
|
1,818,005
|
|
||
Non-interest-bearing deposits
|
734,421
|
|
717,939
|
|
||
Total deposits
|
$
|
2,509,722
|
|
$
|
2,535,944
|
|
(Dollars in thousands)
|
Retail
|
Brokered
|
Total
|
||||||
2017
|
$
|
194,394
|
|
$
|
—
|
|
$
|
194,394
|
|
2018
|
76,308
|
|
1,147
|
|
77,455
|
|
|||
2019
|
44,022
|
|
14,549
|
|
58,571
|
|
|||
2020
|
30,282
|
|
—
|
|
30,282
|
|
|||
2021
|
39,743
|
|
—
|
|
39,743
|
|
|||
Thereafter
|
112
|
|
—
|
|
112
|
|
|||
Total deposits
|
$
|
384,861
|
|
$
|
15,696
|
|
$
|
400,557
|
|
(Dollars in thousands)
|
Retail Repurchase Agreements
|
FHLB
Advances
|
Other Short-Term Borrowings
|
||||||
2016
|
|
|
|
|
|
|
|||
Ending balance
|
$
|
74,607
|
|
$
|
231,000
|
|
$
|
—
|
|
Average balance
|
72,886
|
|
86,260
|
|
23
|
|
|||
Highest month-end balance
|
81,353
|
|
231,000
|
|
—
|
|
|||
Interest expense
|
123
|
|
384
|
|
—
|
|
|||
Weighted-average interest rate:
|
|
|
|
|
|
|
|||
End of year
|
0.17
|
%
|
0.64
|
%
|
—
|
%
|
|||
During the year
|
0.17
|
%
|
0.44
|
%
|
1.11
|
%
|
|||
2015
|
|
|
|
|
|
|
|||
Ending balance
|
$
|
84,386
|
|
$
|
76,000
|
|
$
|
—
|
|
Average balance
|
83,574
|
|
16,863
|
|
—
|
|
|||
Highest month-end balance
|
92,711
|
|
76,000
|
|
—
|
|
|||
Interest expense
|
140
|
|
42
|
|
—
|
|
|||
Weighted-average interest rate:
|
|
|
|
|
|
|
|||
End of year
|
0.17
|
%
|
0.35
|
%
|
—
|
%
|
|||
During the year
|
0.17
|
%
|
0.25
|
%
|
—
|
%
|
|||
2014
|
|
|
|
|
|
|
|||
Ending balance
|
$
|
73,277
|
|
$
|
15,000
|
|
$
|
—
|
|
Average balance
|
59,324
|
|
36,678
|
|
38
|
|
|||
Highest month-end balance
|
76,459
|
|
108,000
|
|
—
|
|
|||
Interest expense
|
99
|
|
47
|
|
—
|
|
|||
Weighted-average interest rate:
|
|
|
|
|
|
|
|||
End of year
|
0.17
|
%
|
0.14
|
%
|
—
|
%
|
|||
During the year
|
0.17
|
%
|
0.13
|
%
|
0.75
|
%
|
|
2016
|
|
2015
|
||||||||
(Dollars in thousands)
|
Balance
|
Weighted-
Average
Rate
|
|
Balance
|
Weighted-
Average
Rate
|
||||||
FHLB putable non-amortizing, fixed-rate advances
|
$
|
70,000
|
|
2.49
|
%
|
|
$
|
50,000
|
|
3.32
|
%
|
FHLB amortizing, fixed-rate advances
|
28,282
|
|
2.01
|
%
|
|
16,934
|
|
2.69
|
%
|
||
Callable national market repurchase agreements
|
40,000
|
|
3.63
|
%
|
|
40,000
|
|
3.63
|
%
|
||
Junior subordinated debt securities
|
6,924
|
|
2.45
|
%
|
|
6,736
|
|
1.83
|
%
|
||
Unamortized debt issuance cost
|
(51
|
)
|
—
|
%
|
|
—
|
|
—
|
%
|
||
Long-term borrowings
|
$
|
145,155
|
|
2.71
|
%
|
|
$
|
113,670
|
|
3.25
|
%
|
▪
|
Peoples restructured
$20 million
of long-term FHLB advances that had a weighted-average rate of
2.97%
, resulting in a
$700,000
loss. Peoples replaced these borrowings with a long-term FHLB advance, which has an interest rate of
2.17%
and matures in 2026.
|
▪
|
Peoples borrowed an additional
$35 million
of long-term FHLB amortizing advances, which had interest rates ranging from
1.08%
to
1.40%
, and mature between 2019 and 2031.
|
▪
|
Peoples entered into five forward starting interest rate swaps to obtain short-term borrowings at fixed rates, with interest rates ranging from
1.49%
to
1.83%
, which become effective in 2018 and mature between 2022 and 2026. These swaps locked in funding rates for
$40 million
in FHLB advances that mature in 2018, which have interest rates ranging from
3.57%
to
3.92%
.
|
(a)
|
neither Peoples nor any of its subsidiaries may create, incur or suffer to exist additional indebtedness with an aggregate principal amount which exceeds
$10 million
at any time outstanding, subject to specific negotiated carve-outs;
|
(b)
|
neither Peoples nor any of its subsidiaries may be a party to certain material transactions (such as mergers or consolidations with third parties, liquidations or dissolutions, sales of assets, acquisitions, investments and sale/leaseback transactions), subject to transactions in the ordinary course of the banking business of Peoples Bank and new investments in an aggregate amount not exceeding
$10 million
being permitted as well as specific negotiated carve-outs;
|
(c)
|
neither Peoples nor any of its subsidiaries may voluntarily prepay, defease, purchase, redeem, retire or otherwise acquire any subordinated indebtedness issued by them; subject to specific negotiated carve-outs and the consent of Raymond James Bank; and
|
(d)
|
neither Peoples nor any of its subsidiaries may make any Restricted Payments (as defined in the RJB Credit Agreement), except that, to the extent legally permissible, (i) any subsidiary may declare and pay dividends to Peoples or a wholly-owned subsidiary of Peoples and (ii) Peoples may declare and pay dividends on its common shares provided that no event of default exists before or after giving effect to the dividend and Peoples is in compliance (on a pro forma basis) with the financial covenants specified in the RJB Credit Agreement, after giving effect to the dividend.
|
(i)
|
Peoples (on a consolidated basis) and Peoples Bank must be “well capitalized” at all times, as defined and determined by the applicable governmental authority having jurisdiction over Peoples or Peoples Bank;
|
(ii)
|
Peoples (on a consolidated basis) and Peoples Bank must maintain a Total risk-based capital ratio (as defined by the applicable governmental authority having regulatory authority over Peoples or Peoples Bank) of at least
12.50%
as of the last day of any fiscal quarter;
|
(iii)
|
Peoples Bank must maintain a ratio of “Non-Performing Assets” to “Tangible Primary Capital” of not more than
20%
as of the last day of any fiscal quarter;
|
(iv)
|
Peoples Bank must maintain a ratio of “Loan Loss Reserves” to “Non-Performing Loans” of not less than
70%
at all times; and
|
(v)
|
Peoples (on a consolidated basis) must maintain a “Fixed Charge Coverage Ratio” that equals or exceeds
1.25
to 1.00 as of the end of each fiscal quarter, with the items used in this ratio being determined on a trailing four-fiscal quarter basis.
|
(Dollars in thousands)
|
Balance
|
Weighted-Average Rate
|
|||
2017
|
$
|
5,545
|
|
1.76
|
%
|
2018
|
64,971
|
|
3.54
|
%
|
|
2019
|
13,508
|
|
1.27
|
%
|
|
2020
|
10,564
|
|
2.03
|
%
|
|
2021
|
6,979
|
|
1.47
|
%
|
|
Thereafter
|
43,588
|
|
2.4
|
%
|
|
Long-term borrowings
|
$
|
145,155
|
|
2.71
|
%
|
|
Common Stock
|
Treasury
Stock
|
||
Shares at December 31, 2013
|
11,352,036
|
|
600,794
|
|
Changes related to stock-based compensation awards:
|
|
|
||
Grant of restricted common shares
|
101,926
|
|
—
|
|
Release of restricted common shares
|
—
|
|
18,031
|
|
Cancellation of restricted common shares
|
(6,062
|
)
|
—
|
|
Exercise of stock options for common shares
|
—
|
|
(2,792
|
)
|
Reissuance of treasury stock of common stock awards
|
—
|
|
(12,030
|
)
|
Grant of common shares
|
100
|
|
—
|
|
Changes related to deferred compensation plan for Boards of Directors:
|
|
|
||
Purchase of treasury stock
|
—
|
|
4,236
|
|
Reissuance of treasury stock
|
|
(9,390
|
)
|
|
Common shares issued under dividend reinvestment plan
|
17,230
|
|
—
|
|
Common shares issued under compensation plan for Board of Directors
|
—
|
|
(8,603
|
)
|
Issuance of common shares related to acquisitions:
|
|
|
||
Midwest Bancshares, Inc.
|
256,282
|
|
—
|
|
Ohio Heritage Bancorp, Inc.
|
1,364,735
|
|
—
|
|
North Akron Savings Bank
|
665,570
|
|
—
|
|
Common shares issued to institutional investors in private placement
|
1,847,826
|
|
—
|
|
Shares at December 31, 2014
|
15,599,643
|
|
590,246
|
|
Changes related to stock-based compensation awards:
|
|
|
||
Grant of restricted common shares
|
131,011
|
|
—
|
|
Release of restricted common shares
|
—
|
|
25,205
|
|
Cancellation of restricted common shares
|
(28,219
|
)
|
—
|
|
Grant of common shares
|
2,810
|
|
(100
|
)
|
Changes related to deferred compensation plan for Boards of Directors:
|
|
|
||
Purchase of treasury stock
|
—
|
|
7,654
|
|
Reissuance of treasury stock
|
—
|
|
(9,642
|
)
|
Common shares issued under dividend reinvestment plan
|
18,257
|
|
—
|
|
Common shares issued under compensation plan for Board of Directors
|
—
|
|
(10,231
|
)
|
Common shares issued under employee stock purchase plan
|
—
|
|
(16,446
|
)
|
Issuance of common shares related to acquisition of NB&T Financial Group, Inc.
|
3,207,698
|
|
—
|
|
Shares at December 31, 2015
|
18,931,200
|
|
586,686
|
|
|
Common Stock
|
Treasury
Stock
|
||
Changes related to stock-based compensation awards:
|
|
|
||
Grant of restricted common shares
|
—
|
|
(56,000
|
)
|
Grant of common shares
|
|
(350
|
)
|
|
Release of restricted common shares
|
—
|
|
17,220
|
|
Cancellation of restricted common shares
|
(11,820
|
)
|
1,000
|
|
Exercise of stock options for common shares
|
—
|
|
(1,775
|
)
|
Changes related to deferred compensation plan for Boards of Directors:
|
|
|
||
Purchase of treasury stock
|
—
|
|
8,396
|
|
Reissuance of treasury stock
|
—
|
|
(12,012
|
)
|
Common shares purchased under repurchase program
|
—
|
|
279,770
|
|
Common shares issued under dividend reinvestment plan
|
19,711
|
|
—
|
|
Common shares issued under compensation plan for Board of Directors
|
—
|
|
(11,450
|
)
|
Common shares issued under employee stock purchase plan
|
—
|
|
(15,727
|
)
|
Shares at December 31, 2016
|
18,939,091
|
|
795,758
|
|
(Dollars in thousands)
|
Unrealized (Loss) Gain on Securities
|
Unrecognized Net Pension and Postretirement Costs
|
Unrealized Gain on Cash Flow Hedge
|
Accumulated Other Comprehensive (Loss) Income
|
||||||||
Balance, December 31, 2013
|
$
|
(9,761
|
)
|
$
|
(3,483
|
)
|
$
|
—
|
|
$
|
(13,244
|
)
|
Reclassification adjustments to net income:
|
|
|
|
|
||||||||
Realized gain on sale of securities, net of tax
|
(259
|
)
|
—
|
|
—
|
|
(259
|
)
|
||||
Realized loss due to settlement and curtailment, net of tax
|
—
|
|
910
|
|
—
|
|
910
|
|
||||
Other comprehensive income (loss), net of reclassifications and tax
|
12,562
|
|
(1,270
|
)
|
—
|
|
11,292
|
|
||||
Balance, December 31, 2014
|
$
|
2,542
|
|
$
|
(3,483
|
)
|
$
|
—
|
|
$
|
(1,301
|
)
|
Reclassification adjustments to net income:
|
|
|
|
|
||||||||
Realized gain on sale of securities, net of tax
|
(474
|
)
|
—
|
|
—
|
|
(474
|
)
|
||||
Realized loss due to settlement and curtailment, net of tax
|
—
|
|
298
|
|
—
|
|
298
|
|
||||
Other comprehensive income, net of reclassifications and tax
|
801
|
|
317
|
|
—
|
|
1,118
|
|
||||
Balance, December 31, 2015
|
$
|
2,869
|
|
$
|
(3,228
|
)
|
$
|
—
|
|
$
|
(359
|
)
|
Reclassification adjustments to net income:
|
|
|
|
|
||||||||
Realized gain on sale of securities, net of tax
|
(604
|
)
|
|
|
—
|
|
(604
|
)
|
||||
Other comprehensive (loss) income, net of reclassifications and tax
|
(1,684
|
)
|
(93
|
)
|
1,186
|
|
(1,777
|
)
|
||||
Balance, December 31, 2016
|
$
|
581
|
|
$
|
(3,321
|
)
|
$
|
1,186
|
|
$
|
(1,554
|
)
|
|
Pension Benefits
|
|
Post-retirement Benefits
|
||||||||||
(Dollars in thousands)
|
2016
|
2015
|
|
2016
|
2015
|
||||||||
Change in benefit obligation:
|
|
|
|
|
|
||||||||
Obligation at January 1
|
$
|
11,965
|
|
$
|
13,695
|
|
|
$
|
126
|
|
$
|
152
|
|
Interest cost
|
438
|
|
447
|
|
|
4
|
|
4
|
|
||||
Plan participants’ contributions
|
—
|
|
—
|
|
|
49
|
|
65
|
|
||||
Actuarial loss (gain)
|
151
|
|
(948
|
)
|
|
(7
|
)
|
(10
|
)
|
||||
Benefit payments
|
(427
|
)
|
(148
|
)
|
|
(69
|
)
|
(85
|
)
|
||||
Settlements
|
—
|
|
(1,081
|
)
|
|
—
|
|
—
|
|
||||
Obligation at December 31
|
$
|
12,127
|
|
$
|
11,965
|
|
|
$
|
103
|
|
$
|
126
|
|
Accumulated benefit obligation at December 31
|
$
|
12,127
|
|
$
|
11,965
|
|
|
$
|
—
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||||
Change in plan assets:
|
|
|
|
|
|
||||||||
Fair value of plan assets at January 1
|
$
|
7,124
|
|
$
|
8,259
|
|
|
$
|
—
|
|
$
|
—
|
|
Actual return on plan assets
|
405
|
|
(91
|
)
|
|
—
|
|
—
|
|
||||
Employer contributions
|
480
|
|
185
|
|
|
20
|
|
20
|
|
||||
Plan participants’ contributions
|
—
|
|
—
|
|
|
49
|
|
65
|
|
||||
Benefit payments
|
(427
|
)
|
(148
|
)
|
|
(69
|
)
|
(85
|
)
|
||||
Settlements
|
—
|
|
(1,081
|
)
|
|
—
|
|
—
|
|
||||
Fair value of plan assets at December 31
|
$
|
7,582
|
|
$
|
7,124
|
|
|
$
|
—
|
|
$
|
—
|
|
Funded status at December 31
|
$
|
(4,545
|
)
|
$
|
(4,841
|
)
|
|
$
|
(103
|
)
|
$
|
(126
|
)
|
Amounts recognized in Consolidated Balance Sheets:
|
|
|
|
|
|
||||||||
Accrued benefit liability
|
(4,545
|
)
|
(4,841
|
)
|
|
(103
|
)
|
(126
|
)
|
||||
Net amount recognized
|
$
|
(4,545
|
)
|
$
|
(4,841
|
)
|
|
$
|
(103
|
)
|
$
|
(126
|
)
|
Amounts recognized in Accumulated Other Comprehensive Loss:
|
|
|
|
|
|||||||||
Unrecognized prior service cost
|
$
|
—
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
$
|
(2
|
)
|
Unrecognized net loss (gain)
|
3,368
|
|
3,275
|
|
|
(48
|
)
|
(47
|
)
|
||||
Total
|
$
|
3,368
|
|
$
|
3,275
|
|
|
$
|
(49
|
)
|
$
|
(49
|
)
|
Weighted-average assumptions at year-end:
|
|
|
|
|
|
||||||||
Discount rate
|
3.80
|
%
|
3.90
|
%
|
|
3.80
|
%
|
3.90
|
%
|
|
Pension Benefits
|
|
Post-retirement Benefits
|
||||||||||||||||
(Dollars in thousands)
|
2016
|
2015
|
2014
|
|
2016
|
2015
|
2014
|
||||||||||||
Interest cost
|
$
|
438
|
|
$
|
447
|
|
$
|
509
|
|
|
$
|
4
|
|
$
|
4
|
|
$
|
6
|
|
Expected return on plan assets
|
(492
|
)
|
(493
|
)
|
(589
|
)
|
|
—
|
|
—
|
|
—
|
|
||||||
Amortization of net loss (gain)
|
95
|
|
117
|
|
137
|
|
|
(6
|
)
|
(5
|
)
|
(8
|
)
|
||||||
Settlement of benefit obligation
|
—
|
|
459
|
|
1,400
|
|
|
—
|
|
—
|
|
—
|
|
||||||
Net periodic benefit cost
|
$
|
41
|
|
$
|
530
|
|
$
|
1,457
|
|
|
$
|
(2
|
)
|
$
|
(1
|
)
|
$
|
(2
|
)
|
|
|
|
|
|
|
|
|
||||||||||||
Weighted-average assumptions:
|
|
|
|
|
|
|
|
||||||||||||
Discount rate
|
3.90
|
%
|
3.80
|
%
|
3.70
|
%
|
|
3.90
|
%
|
3.50
|
%
|
4.30
|
%
|
||||||
Expected return on plan assets
|
7.50
|
%
|
7.50
|
%
|
7.50
|
%
|
|
n/a
|
|
n/a
|
|
n/a
|
|
||||||
Rate of compensation increase
|
n/a
|
|
n/a
|
|
n/a
|
|
|
n/a
|
|
n/a
|
|
n/a
|
|
(Dollars in thousands)
|
Fair Value
|
|
Quoted Prices in Active Markets for Identical Assets
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
||||||
2016
|
|
|
|
|
|
||||||
Equity securities:
|
|
|
|
|
|
||||||
Mutual funds - equity
|
$
|
5,241
|
|
|
$
|
5,241
|
|
|
$
|
—
|
|
Debt securities:
|
|
|
|
|
|
||||||
Mutual funds - taxable income
|
2,107
|
|
|
2,107
|
|
|
—
|
|
|||
Total fair value of pension assets
|
$
|
7,348
|
|
|
$
|
7,348
|
|
|
$
|
—
|
|
2015
|
|
|
|
|
|
||||||
Equity securities:
|
|
|
|
|
|
||||||
Mutual funds - equity
|
$
|
4,908
|
|
|
$
|
4,908
|
|
|
$
|
—
|
|
Debt securities:
|
|
|
|
|
|
||||||
Mutual funds - taxable income
|
1,863
|
|
|
1,863
|
|
|
—
|
|
|||
Total fair value of pension assets
|
$
|
6,771
|
|
|
$
|
6,771
|
|
|
$
|
—
|
|
(Dollars in thousands)
|
Pension Benefits
|
|
Post-retirement Benefits
|
||||
2017
|
$
|
1,001
|
|
|
$
|
12
|
|
2018
|
897
|
|
|
12
|
|
||
2019
|
935
|
|
|
12
|
|
||
2020
|
1,000
|
|
|
11
|
|
||
2021
|
1,067
|
|
|
10
|
|
||
2022 to 2026
|
3,325
|
|
|
41
|
|
||
Total
|
$
|
8,225
|
|
|
$
|
98
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||
(Dollars in thousands)
|
|
Amount
|
Rate
|
|
Amount
|
Rate
|
|
Amount
|
Rate
|
|||||||||
Income tax computed at statutory federal tax rate
|
|
$
|
15,785
|
|
35.0
|
%
|
|
$
|
5,051
|
|
34.1
|
%
|
|
$
|
8,462
|
|
35.0
|
%
|
Differences in rate resulting from:
|
|
|
|
|
|
|
|
|
|
|||||||||
Tax-exempt interest income
|
|
(1,170
|
)
|
(2.6
|
)%
|
|
(1,109
|
)
|
(7.5
|
)%
|
|
(726
|
)
|
(3.0
|
)%
|
|||
Investments in tax credit funds
|
|
(164
|
)
|
(0.4
|
)%
|
|
(123
|
)
|
(0.8
|
)%
|
|
(481
|
)
|
(2.0
|
)%
|
|||
Bank owned life insurance
|
|
(495
|
)
|
(1.1
|
)%
|
|
(204
|
)
|
(1.4
|
)%
|
|
(37
|
)
|
—
|
%
|
|||
Other, net
|
|
169
|
|
0.4
|
%
|
|
260
|
|
1.8
|
%
|
|
276
|
|
1.0
|
%
|
|||
Income tax expense
|
|
$
|
14,125
|
|
31.3
|
%
|
|
$
|
3,875
|
|
26.2
|
%
|
|
$
|
7,494
|
|
31.0
|
%
|
(Dollars in thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Current income tax expense
|
|
$
|
16,587
|
|
|
$
|
5,457
|
|
|
$
|
3,659
|
|
Deferred income tax (benefit) expense
|
|
(2,462
|
)
|
|
(1,582
|
)
|
|
3,835
|
|
|||
Income tax expense
|
|
$
|
14,125
|
|
|
$
|
3,875
|
|
|
$
|
7,494
|
|
(Dollars in thousands)
|
|
2016
|
|
2015
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Allowance for loan losses
|
|
$
|
12,578
|
|
|
$
|
12,144
|
|
Accrued employee benefits
|
|
3,826
|
|
|
3,763
|
|
||
Investments
|
|
2,884
|
|
|
2,447
|
|
||
Bank premises and equipment
|
|
349
|
|
|
1,060
|
|
||
Other
|
|
1,190
|
|
|
2,183
|
|
||
Gross deferred tax assets
|
|
$
|
20,827
|
|
|
$
|
21,597
|
|
Valuation allowance
|
|
1,341
|
|
|
605
|
|
||
Total deferred tax assets
|
|
$
|
19,486
|
|
|
$
|
20,992
|
|
Deferred tax liabilities:
|
|
|
|
|
|
|||
Purchase accounting adjustments
|
|
$
|
10,845
|
|
|
$
|
11,342
|
|
Deferred loan income
|
|
3,181
|
|
|
2,260
|
|
||
Available-for-sale securities
|
|
312
|
|
|
1,544
|
|
||
Other
|
|
1,305
|
|
|
664
|
|
||
Total deferred tax liabilities
|
|
$
|
15,643
|
|
|
$
|
15,810
|
|
Net deferred tax asset
|
|
$
|
3,843
|
|
|
$
|
5,182
|
|
(Dollars in thousands)
|
|
2016
|
2015
|
||||
Uncertain tax positions, beginning of year
|
|
$
|
417
|
|
$
|
240
|
|
Gross increase based on tax positions related to current year
|
|
113
|
|
182
|
|
||
Gross increase for tax position taken during prior years
|
|
45
|
|
—
|
|
||
Gross decrease for tax positions taken during prior years
|
|
—
|
|
(2
|
)
|
||
Gross decrease due to the statute of limitations
|
|
(53
|
)
|
(3
|
)
|
||
Uncertain tax positions, end of year
|
|
$
|
522
|
|
$
|
417
|
|
(Dollars in thousands, except per common share data)
|
2016
|
2015
|
2014
|
||||||
Distributed earnings allocated to common shareholders
|
$
|
11,532
|
|
$
|
10,426
|
|
$
|
7,095
|
|
Undistributed earnings allocated to common shareholders
|
19,483
|
|
404
|
|
9,472
|
|
|||
Net earnings allocated to common shareholders
|
$
|
31,015
|
|
$
|
10,830
|
|
$
|
16,567
|
|
|
|
|
|
||||||
Weighted-average common shares outstanding
|
18,013,693
|
|
17,555,140
|
|
12,183,352
|
|
|||
Effect of potentially dilutive common shares
|
141,770
|
|
132,655
|
|
122,872
|
|
|||
Total weighted-average diluted common shares outstanding
|
18,155,463
|
|
17,687,795
|
|
12,306,224
|
|
|||
|
|
|
|
||||||
Earnings per common share:
|
|
|
|
||||||
Basic
|
$
|
1.72
|
|
$
|
0.62
|
|
$
|
1.36
|
|
Diluted
|
$
|
1.71
|
|
$
|
0.61
|
|
$
|
1.35
|
|
|
|
|
|
||||||
Anti-dilutive common shares excluded from calculation:
|
|
|
|
||||||
Stock options and stock appreciation rights
|
20,769
|
|
46,109
|
|
55,184
|
|
(Dollars in thousands)
|
2016
|
2015
|
||||
Home equity lines of credit
|
$
|
85,024
|
|
$
|
84,148
|
|
Unadvanced construction loans
|
119,075
|
|
77,479
|
|
||
Other loan commitments
|
269,669
|
|
233,689
|
|
||
Loan commitments
|
473,768
|
|
395,316
|
|
||
Standby letters of credit
|
$
|
25,651
|
|
$
|
22,970
|
|
|
|
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
|
|
20,310
|
|
|
28.84
|
|
|
|
|
|
||||
Outstanding at December 31
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Exercisable at December 31
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
|
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
|
|
|
|
|
|
||
Exercised
|
|
9,902
|
|
|
25.03
|
|
|
|
|
|
|||
Forfeited
|
|
5,508
|
|
|
26.72
|
|
|
|
|
|
|||
Outstanding at December 31
|
|
2,338
|
|
|
$
|
27.37
|
|
|
0.5 years
|
|
$
|
11.905
|
|
Exercisable at December 31
|
|
2,338
|
|
|
$
|
27.37
|
|
|
0.5 years
|
|
$
|
11.905
|
|
Exercise Price
|
Number of Common Shares Subject to SARs Outstanding & Exercisable
|
Weighted-
Average Remaining Contractual
Life
|
|
$23.77
|
803
|
|
1.1 years
|
$29.25
|
1,535
|
|
0.1 years
|
Total
|
2,338
|
|
0.5 years
|
|
Time Vesting
|
|
Performance Vesting
|
||||||||
|
Number of Common Shares
|
Weighted-Average Grant Date Fair Value
|
|
Number of Common Shares
|
Weighted-Average Grant Date Fair Value
|
||||||
Outstanding at January 1
|
30,734
|
|
$
|
21.76
|
|
|
158,763
|
|
$
|
22.86
|
|
Awarded
|
20,500
|
|
21.88
|
|
|
35,500
|
|
17.86
|
|
||
Released
|
8,918
|
|
21.63
|
|
|
41,028
|
|
21.74
|
|
||
Forfeited
|
2,000
|
|
21.92
|
|
|
10,820
|
|
22.72
|
|
||
Outstanding at December 31
|
40,316
|
|
$
|
21.85
|
|
|
142,415
|
|
$
|
21.95
|
|
(Dollars in thousands)
|
2016
|
2015
|
2014
|
||||||
Total stock-based compensation
|
$
|
1,332
|
|
$
|
1,843
|
|
$
|
2,111
|
|
Recognized tax benefit
|
(466
|
)
|
(645
|
)
|
(739
|
)
|
|||
Net expense recognized
|
$
|
866
|
|
$
|
1,198
|
|
$
|
1,372
|
|
Condensed Balance Sheets
|
December 31,
|
|||||
(Dollars in thousands)
|
2016
|
2015
|
||||
Assets:
|
|
|
||||
Cash and due from other banks
|
$
|
50
|
|
$
|
50
|
|
Interest-bearing deposits in subsidiary bank
|
7,988
|
|
4,437
|
|
||
Due from subsidiary bank
|
3,255
|
|
3,875
|
|
||
Available-for-sale investment securities, at fair value (amortized cost of $1,255 at December 31, 2016 and December 31, 2015)
|
8,109
|
|
5,813
|
|
||
Investments in subsidiaries:
|
|
|
||||
Bank
|
395,468
|
|
385,258
|
|
||
Non-bank
|
28,730
|
|
29,155
|
|
||
Other assets
|
1,649
|
|
1,070
|
|
||
Total assets
|
$
|
445,249
|
|
$
|
429,658
|
|
Liabilities:
|
|
|
||||
Accrued expenses and other liabilities
|
$
|
2,589
|
|
$
|
3,030
|
|
Dividends payable
|
165
|
|
103
|
|
||
Mandatorily redeemable capital securities of subsidiary trust
|
7,234
|
|
6,736
|
|
||
Total liabilities
|
9,988
|
|
9,869
|
|
||
Total stockholders' equity
|
435,261
|
|
419,789
|
|
||
Total liabilities and stockholders' equity
|
$
|
445,249
|
|
$
|
429,658
|
|
Condensed Statements of Income
|
Year Ended December 31,
|
||||||||
(Dollars in thousands)
|
2016
|
2015
|
2014
|
||||||
Income:
|
|
|
|
||||||
Dividends from subsidiary bank
|
$
|
20,500
|
|
$
|
17,500
|
|
$
|
21,000
|
|
Dividends from non-bank subsidiary
|
1,250
|
|
2,000
|
|
500
|
|
|||
Interest and other income
|
209
|
|
206
|
|
205
|
|
|||
Total income
|
21,959
|
|
19,706
|
|
21,705
|
|
|||
Expenses:
|
|
|
|
||||||
Trust preferred securities expense
|
397
|
|
304
|
|
—
|
|
|||
Intercompany management fees
|
1,131
|
|
3,171
|
|
1,546
|
|
|||
Other expense
|
3,154
|
|
5,653
|
|
4,578
|
|
|||
Total expenses
|
4,682
|
|
9,128
|
|
6,124
|
|
|||
Income before federal income taxes and equity in (excess dividends from) undistributed earnings of subsidiaries
|
17,277
|
|
10,578
|
|
15,581
|
|
|||
Applicable income tax benefit
|
(1,718
|
)
|
(3,139
|
)
|
(2,102
|
)
|
|||
Equity in (excess dividends from) undistributed earnings of subsidiaries
|
12,162
|
|
(2,776
|
)
|
(999
|
)
|
|||
Net income
|
$
|
31,157
|
|
$
|
10,941
|
|
$
|
16,684
|
|
Statements of Cash Flows
|
Year Ended December 31,
|
||||||||
(Dollars in thousands)
|
2016
|
2015
|
2014
|
||||||
Operating activities
|
|
|
|
||||||
Net income
|
$
|
31,157
|
|
$
|
10,941
|
|
$
|
16,684
|
|
Adjustment to reconcile net income to cash provided by operations:
|
|
|
|
||||||
Depreciation, amortization and accretion, net
|
190
|
|
165
|
|
—
|
|
|||
(Equity in) excess dividends from undistributed earnings of subsidiaries
|
(12,162
|
)
|
2,776
|
|
999
|
|
|||
Other, net
|
355
|
|
(1,903
|
)
|
1,825
|
|
|||
Net cash provided by operating activities
|
19,540
|
|
11,979
|
|
19,508
|
|
|||
Investing activities
|
|
|
|
||||||
Investment in subsidiaries
|
(22,769
|
)
|
(104,584
|
)
|
(65,822
|
)
|
|||
Decrease (increase) in receivable from subsidiary
|
23,389
|
|
(2,860
|
)
|
(187
|
)
|
|||
Business combinations, net of cash received
|
—
|
|
83,391
|
|
54,386
|
|
|||
Net cash provided by (used in) investing activities
|
620
|
|
(24,053
|
)
|
(11,623
|
)
|
|||
Financing activities
|
|
|
|
||||||
Payments on long-term borrowings
|
—
|
|
(14,400
|
)
|
(4,800
|
)
|
|||
Purchase of treasury stock
|
(5,480
|
)
|
(741
|
)
|
(520
|
)
|
|||
Proceeds from issuance of common stock
|
18
|
|
—
|
|
40,242
|
|
|||
Cash dividends paid
|
(11,173
|
)
|
(10,065
|
)
|
(6,767
|
)
|
|||
Excess tax benefit for share-based payments
|
26
|
|
51
|
|
85
|
|
|||
Net cash (used in) provided by financing activities
|
(16,609
|
)
|
(25,155
|
)
|
28,240
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
3,551
|
|
(37,229
|
)
|
36,125
|
|
|||
Cash and cash equivalents at the beginning of year
|
4,487
|
|
41,716
|
|
5,591
|
|
|||
Cash and cash equivalents at the end of year
|
$
|
8,038
|
|
$
|
4,487
|
|
$
|
41,716
|
|
Supplemental cash flow information:
|
|
|
|
||||||
Interest paid
|
$
|
433
|
|
$
|
594
|
|
$
|
672
|
|
|
|
2016
|
||||||||||||||
(Dollars in thousands, except per share data)
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
Total interest income
|
|
$
|
28,443
|
|
|
$
|
28,921
|
|
|
$
|
28,730
|
|
|
$
|
29,350
|
|
Total interest expense
|
|
2,676
|
|
|
2,613
|
|
|
2,607
|
|
|
2,683
|
|
||||
Net interest income
|
|
25,767
|
|
|
26,308
|
|
|
26,123
|
|
|
26,667
|
|
||||
Provision for loan losses
|
|
955
|
|
|
727
|
|
|
1,146
|
|
|
711
|
|
||||
Net loss on asset disposals and other transactions
|
|
(31
|
)
|
|
(769
|
)
|
|
(224
|
)
|
|
(109
|
)
|
||||
Net gain (loss) on investment securities
|
|
96
|
|
|
767
|
|
|
(1
|
)
|
|
68
|
|
||||
Other income
|
|
13,054
|
|
|
12,367
|
|
|
13,538
|
|
|
12,111
|
|
||||
Amortization of other intangible assets
|
|
1,008
|
|
|
1,007
|
|
|
1,008
|
|
|
1,007
|
|
||||
System conversion expenses
|
|
—
|
|
|
90
|
|
|
423
|
|
|
746
|
|
||||
Other expenses
|
|
25,274
|
|
|
25,408
|
|
|
25,411
|
|
|
25,529
|
|
||||
Income tax expense
|
|
3,654
|
|
|
3,479
|
|
|
3,656
|
|
|
3,336
|
|
||||
Net income
|
|
$
|
7,995
|
|
|
$
|
7,962
|
|
|
$
|
7,792
|
|
|
$
|
7,408
|
|
Earnings per common share - Basic
|
|
$
|
0.44
|
|
|
$
|
0.44
|
|
|
$
|
0.43
|
|
|
$
|
0.41
|
|
Earnings per common share - Diluted
|
|
$
|
0.44
|
|
|
$
|
0.44
|
|
|
$
|
0.43
|
|
|
$
|
0.41
|
|
Weighted-average common shares outstanding - Basic
|
|
18,071,746
|
|
|
17,980,797
|
|
|
17,993,443
|
|
|
18,009,056
|
|
||||
Weighted-average common shares outstanding - Diluted
|
|
18,194,990
|
|
|
18,113,812
|
|
|
18,110,710
|
|
|
18,172,030
|
|
|
|
2015 (a)
|
||||||||||||||
(Dollars in thousands, except per share data)
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
Total interest income
|
|
$
|
24,159
|
|
|
$
|
27,566
|
|
|
$
|
28,178
|
|
|
$
|
28,430
|
|
Total interest expense
|
|
2,740
|
|
|
2,773
|
|
|
2,642
|
|
|
2,566
|
|
||||
Net interest income
|
|
21,419
|
|
|
24,793
|
|
|
25,536
|
|
|
25,864
|
|
||||
Provision for loan losses
|
|
350
|
|
|
672
|
|
|
5,837
|
|
|
7,238
|
|
||||
Net loss on asset disposals and other transactions
|
|
(1,103
|
)
|
|
(136
|
)
|
|
(51
|
)
|
|
(498
|
)
|
||||
Net gain on investment securities
|
|
600
|
|
|
11
|
|
|
62
|
|
|
56
|
|
||||
Other income
|
|
11,508
|
|
|
11,926
|
|
|
11,906
|
|
|
12,101
|
|
||||
Amortization of other intangible assets
|
|
673
|
|
|
1,144
|
|
|
1,127
|
|
|
1,133
|
|
||||
Acquisition-related expenses
|
|
9,043
|
|
|
732
|
|
|
109
|
|
|
838
|
|
||||
Other expenses
|
|
23,198
|
|
|
26,902
|
|
|
24,876
|
|
|
25,306
|
|
||||
Income tax (benefit) expense
|
|
(151
|
)
|
|
2,231
|
|
|
1,370
|
|
|
425
|
|
||||
Net (loss) income
|
|
$
|
(689
|
)
|
|
$
|
4,913
|
|
|
$
|
4,134
|
|
|
$
|
2,583
|
|
(Loss) earnings per common share - Basic
|
|
$
|
(0.04
|
)
|
|
$
|
0.27
|
|
|
$
|
0.23
|
|
|
$
|
0.14
|
|
(Loss) earnings per common share - Diluted
|
|
$
|
(0.04
|
)
|
|
$
|
0.27
|
|
|
$
|
0.22
|
|
|
$
|
0.14
|
|
Weighted-average common shares outstanding - Basic
|
|
15,802,334
|
|
|
18,116,090
|
|
|
18,127,131
|
|
|
18,142,997
|
|
||||
Weighted-average common shares outstanding - Diluted
|
|
15,930,235
|
|
|
18,253,918
|
|
|
18,271,979
|
|
|
18,278,272
|
|
(a)
|
Reflects the impact of the acquisition of NB&T beginning March 6, 2015.
|
(A)
|
the date and nature of any amendment to a provision of Peoples' Code of Ethics that
|
(i)
|
applies to the principal executive officer, principal financial officer, principal accounting officer or controller of Peoples, or persons performing similar functions,
|
(ii)
|
relates to any element of the code of ethics definition set forth in Item 406(b) of SEC Regulation S‑K, and
|
(iii)
|
is not a technical, administrative or other non-substantive amendment; and
|
(B)
|
a description (including the nature of the waiver, the name of the person to whom the waiver was granted and the date of the waiver) of any waiver, including an implicit waiver, from a provision of the Code of Ethics granted to the principal executive officer, principal financial officer, principal accounting officer or controller of Peoples, or persons performing similar functions, that relates to one or more of the elements of the code of ethics definition set forth in Item 406(b) of SEC Regulation S-K.
|
(i)
|
the Peoples Bancorp Inc. Second Amended and Restated 2006 Equity Plan (the “2006 Plan”);
|
(ii)
|
the Peoples Bancorp Inc. Third Amended and Restated Deferred Compensation Plan for Directors of Peoples Bancorp Inc. and Subsidiaries (the “Directors' Deferred Compensation Plan”); and
|
(iii)
|
the Peoples Bancorp Inc. Employee Stock Purchase Plan (the "ESPP").
|
(1)
|
Includes an aggregate of 16,661 common shares issuable upon exercise of options and stock appreciation rights granted under the 2006 Plan and 241,369 restricted common shares subject to time-based or performance-based vesting restrictions granted under the 2006 Plan, and 55,364 common shares allocated to participants' bookkeeping accounts under the Deferred Compensation Plan.
|
(2)
|
Represents weighted-average exercise price of outstanding options and stock appreciation rights granted under the 2006 Plan. The weighted-average exercise price does not take into account the common shares allocated to participants' time-based or performance-based restricted common share awards granted under the 2006 Plan or bookkeeping accounts under the Directors' Deferred Compensation Plan.
|
(3)
|
Includes 241,767 common shares remaining available for future grants under the 2006 Plan at
December 31, 2016
, as well as 267,827 common shares remaining available for issuance and delivery under the ESPP. No amount is included for potential future allocations to participants' bookkeeping accounts under the Directors' Deferred Compensation Plan since the terms of the Directors' Deferred Compensation Plan do not provide for a specified limit on the number of common shares which may be allocated to participants' bookkeeping accounts.
|
(a)(1)
|
Financial Statements:
|
|
Page
|
Report of Management's Assessment of Internal Control Over Financial Reporting
|
67
|
Report of Independent Registered Public Accounting Firm (Ernst & Young LLP) on Effectiveness of Internal Control Over Financial Reporting
|
68
|
Report of Independent Registered Public Accounting Firm (Ernst & Young LLP) on Consolidated Financial Statements
|
69
|
Consolidated Balance Sheets as of December 31, 2016 and 2015
|
70
|
Consolidated Statements of Income for each of the fiscal years in the three-year period ended December 31, 2016
|
71
|
Consolidated Statements of Comprehensive Income for each of the fiscal years in the three-year period ended December 31, 2016
|
72
|
Consolidated Statements of Stockholders’ Equity for each of the fiscal years in the three-year period ended December 31, 2016
|
73
|
Consolidated Statements of Cash Flows for each of the fiscal years in the three-year period ended December 31, 2016
|
75
|
Notes to the Consolidated Financial Statements
|
76
|
Peoples Bancorp Inc. (Parent Company Only Financial Information is included in Note 18 of the Notes to the Consolidated Financial Statements)
|
121
|
(a)(2)
|
Financial Statement Schedules
|
(a)(3)
|
Exhibits
|
(b)
|
Exhibits
|
(c)
|
Financial Statement Schedules
|
|
|
|
|
PEOPLES BANCORP INC.
|
|
|
|
|
|
Date:
|
February 27, 2017
|
|
By: /s/
|
CHARLES W. SULERZYSKI
|
|
|
|
|
Charles W. Sulerzyski
|
|
|
|
|
President and Chief Executive Officer
|
Signatures
|
|
Title
|
|
Date
|
|
|
|
|
|
|
|
/s/ CHARLES W. SULERZYSKI
|
|
President, Chief Executive Officer and Director
|
|
2/27/2017
|
|
Charles W. Sulerzyski
|
|
|
|
|
|
|
|
|
|
|
|
/s/ JOHN C. ROGERS
|
|
Executive Vice President, Chief Financial Officer
|
|
2/27/2017
|
|
John C. Rogers
|
|
and Treasurer (Principal Financial and Accounting Officer)
|
|
|
|
|
|
|
|
|
|
/s/ TARA M. ABRAHAM*
|
|
Director
|
|
2/27/2017
|
|
Tara M. Abraham
|
|
|
|
|
|
|
|
|
|
|
|
/s/ S. CRAIG BEAM*
|
|
Director
|
|
2/27/2017
|
|
S. Craig Beam
|
|
|
|
|
|
|
|
|
|
|
|
/s/ GEORGE W. BROUGHTON*
|
|
Director
|
|
2/27/2017
|
|
George W. Broughton
|
|
|
|
|
|
|
|
|
|
|
|
/s/ DAVID F. DIERKER*
|
|
Director
|
|
2/27/2017
|
|
David F. Dierker
|
|
|
|
|
|
|
|
|
|
|
|
/s/ JAMES S. HUGGINS*
|
|
Director
|
|
2/27/2017
|
|
James S. Huggins
|
|
|
|
|
|
|
|
|
|
|
|
/s/ BROOKE W. JAMES*
|
|
Director
|
|
2/27/2017
|
|
Brooke W. James
|
|
|
|
|
|
|
|
|
|
|
|
/s/ BRENDA F. JONES, M.D.*
|
|
Director
|
|
2/27/2017
|
|
Brenda F. Jones, M.D.
|
|
|
|
|
|
|
|
|
|
|
|
/s/ DAVID L. MEAD*
|
|
Chairman of the Board and Director
|
|
2/27/2017
|
|
David L. Mead
|
|
|
|
|
|
|
|
|
|
|
|
/s/ SUSAN D. RECTOR*
|
|
Director
|
|
2/27/2017
|
|
Susan D. Rector
|
|
|
|
|
|
|
|
|
|
|
|
/s/ TERRY T. SWEET*
|
|
Director
|
|
2/27/2017
|
|
Terry T. Sweet
|
|
|
|
|
|
|
|
|
|
|
|
*
|
The above-named directors of the Registrant sign this Annual Report on Form 10-K by Charles W. Sulerzyski, their attorney-in-fact, pursuant to Powers of Attorney signed by the above-named directors, which Powers of Attorney are filed with this Annual Report on Form 10-K as exhibits, in the capacities indicated and on the 27th day of February, 2017.
|
||||
|
|
|
|
|
|
By:
|
/s/ CHARLES W. SULERZYSKI
|
|
|
|
|
|
Charles W. Sulerzyski
|
||||
|
President and Chief Executive Officer
|
||||
|
Attorney-in-Fact
|
PEOPLES BANCORP INC. ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2016
|
||||
|
||||
Exhibit
Number
|
|
Description
|
|
Exhibit Location
|
2.1
|
|
Agreement and Plan of Merger, dated as of January 21, 2014, between Peoples Bancorp Inc. and Midwest Bancshares, Inc.
+
|
|
Included as Annex A to the proxy statement/prospectus which forms a part of the Registration Statement of Peoples Bancorp Inc. ("Peoples") on Form S-4 (Registration No. 333-194626)
|
|
|
|
|
|
2.2
|
|
Agreement and Plan of Merger, dated as of April 4, 2014, between Peoples Bancorp Inc. and Ohio Heritage Bancorp, Inc.
+
|
|
Included as Annex A to the proxy statement/prospectus which forms a part of Peoples' Registration Statement on Form S-4 (Registration No. 333-196872)
|
|
|
|
|
|
2.3
|
|
Agreement and Plan of Merger, dated as of April 21, 2014, as amended, among Peoples Bancorp Inc., Peoples Bank, National Association and North Akron Savings Bank
+
|
|
Included as Annex A to the proxy statement/prospectus which forms a part of Peoples' Registration Statement on Form S-4 (Registration No. 333-197736)
|
|
|
|
|
|
2.4
|
|
Agreement and Plan of Merger, dated as of August 4, 2014, as amended, between Peoples Bancorp Inc. and NB&T Financial Group, Inc.
+
|
|
Included as Annex A to the proxy statement/prospectus which forms a part of Peoples' Registration Statement on Form S-4 (Registration No. 333-199152)
|
|
|
|
|
|
3.1(a)
|
|
Amended Articles of Incorporation of Peoples Bancorp Inc. (as filed with the Ohio Secretary of State on May 3, 1993)
|
|
Incorporated herein by reference to Exhibit 3(a) to Peoples' Registration Statement on Form 8-B filed on July 20, 1993 (File No. 0-16772)
|
|
|
|
|
|
3.1(b)
|
|
Certificate of Amendment to the Amended Articles of Incorporation of Peoples Bancorp Inc. (as filed with the Ohio Secretary of State on April 22, 1994)
|
|
Incorporated herein by reference to Exhibit 3(a)(2) to Peoples’ Annual Report on Form 10-K for the fiscal year ended December 31, 1997 (File No. 0-16772) (“Peoples’ 1997 Form 10-K”)
|
|
|
|
|
|
3.1(c)
|
|
Certificate of Amendment to the Amended Articles of Incorporation of Peoples Bancorp Inc. (as filed with the Ohio Secretary of State on April 9, 1996)
|
|
Incorporated herein by reference to Exhibit 3(a)(3) to Peoples’ 1997 Form 10-K
|
|
|
|
|
|
3.1(d)
|
|
Certificate of Amendment to the Amended Articles of Incorporation of Peoples Bancorp Inc. (as filed with the Ohio Secretary of State on April 23, 2003)
|
|
Incorporated herein by reference to Exhibit 3(a) to Peoples’ Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2003 (File No. 0-16772) (“Peoples’ March 31, 2003 Form 10-Q”)
|
|
|
|
|
|
3.1(e)
|
|
Certificate of Amendment by Shareholders to the Amended Articles of Incorporation of Peoples Bancorp Inc. (as filed with the Ohio Secretary of State on January 22, 2009)
|
|
Incorporated herein by reference to Exhibit 3.1 to Peoples’ Current Report on Form 8-K dated and filed on January 23, 2009 (File No. 0-16772)
|
|
|
|
|
|
3.1(f)
|
|
Certificate of Amendment by Directors to Articles filed with the Secretary of State of the State of Ohio on January 28, 2009, evidencing adoption of amendments by the Board of Directors of Peoples Bancorp Inc. to Article FOURTH of Amended Articles of Incorporation to establish express terms of Fixed Rate Cumulative Perpetual Preferred Shares, Series A, each without par value, of Peoples Bancorp Inc.
|
|
Incorporated herein by reference to Exhibit 3.1 to Peoples’ Current Report on Form 8-K dated and filed on February 2, 2009 (File No. 0-16772)
|
|
|
|
|
|
3.1(g)
|
|
Amended Articles of Incorporation of Peoples Bancorp Inc. (reflecting all amendments) [For SEC reporting compliance purposes only – not filed with Ohio Secretary of State]
|
|
Incorporated herein by reference to Exhibit 3.1(g) to Peoples’ Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (File No. 0-16772) (“Peoples’ 2008 Form 10-K”)
|
|
|
|
|
|
3.2(a)
|
|
Code of Regulations of Peoples Bancorp Inc.
|
|
Incorporated herein by reference to Exhibit 3(b) to Peoples’ Registration Statement on Form 8-B filed July 20, 1993 (File No. 0-16772)
|
+
Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of SEC Regulation S-K. A copy of any omitted schedules or exhibits will be furnished supplementally to the SEC upon request.
|
Subsidiaries of Peoples Bancorp Inc.
|
|
|
|
|
The following are the only subsidiaries of Peoples Bancorp Inc.:
|
|
|
|
|
|
|
Name of Subsidiary
|
|
Jurisdiction of
Incorporation or Organization
|
|
Peoples Bank
|
|
Ohio
|
|
|
Peoples Insurance Agency, LLC (“Peoples Insurance”)
|
|
Ohio
|
|
PBNA, L.L.C.
|
|
Delaware
|
|
Peoples Tax Credit Equity, LLC
|
|
Ohio
|
|
|
|
|
Peoples Investment Company
|
|
Delaware
|
|
|
Peoples Capital Corporation
|
|
Delaware
|
|
|
|
|
NB&T Insurance Group, Inc.
|
|
Ohio
|
|
|
|
|
|
NB&T Statutory Trust III
|
|
Delaware
|
1)
|
Registration Statements (Form S-8, No. 33-1803, Form S-8, No. 333-108383, and Form S-8, No. 333-189744) related to the Peoples Bancorp Inc. Retirement Savings Plan,
|
2)
|
Registration Statement (Form S-8, No. 33-67878) related to the Amended and Restated 1993 Stock Option Plan of Peoples Bancorp Inc.,
|
3)
|
Registration Statement (Form S-8, No. 33-59569) related to the Peoples Bancorp Inc. 1995 Stock Option Plan,
|
4)
|
Registration Statements (Form S-8, No. 333-43629 and Form S-8, No. 333-179897) related to the Peoples Bancorp Inc. Third Amended and Restated Deferred Compensation Plan for Directors of Peoples Bancorp Inc. and Subsidiaries as amended (formerly known as the Peoples Bancorp Inc. Second Amended and Restated Deferred Compensation Plan for Directors of Peoples Bancorp Inc. and Subsidiaries and the Peoples Bancorp Inc. Deferred Compensation Plan for Directors of Peoples Bancorp Inc. and Subsidiaries),
|
5)
|
Registration Statement (Form S-8, No. 333-62935) related to the Peoples Bancorp Inc. 1998 Stock Option Plan,
|
6)
|
Registration Statement (Form S-8, No. 333-86246) related to the Peoples Bancorp Inc. 2002 Stock Option Plan,
|
7)
|
Registration Statements (Form S-8, No. 333-136383 and Form S-8, No. 333-188149) related to the Peoples Bancorp Inc. Second Amended and Restated 2006 Equity Plan (formerly known as the Peoples Bancorp Inc. Amended and Restated 2006 Equity Plan and the Peoples Bancorp Inc. 2006 Equity Plan),
|
8)
|
Registration Statement (Form S-8, No. 333-195986) related to the Peoples Bancorp Inc. Employee Stock Purchase Plan,
|
9)
|
Registration Statement (Form S-3, No. 33-54003) related to the Peoples Bancorp Inc. Dividend Reinvestment Plan,
|
10)
|
Registration Statement (Form S-3/A, No. 33-54003) pertaining to Post-Effective Amendments No. 1, 2, and 3 to Form S-3 related to the Peoples Bancorp Inc. Dividend Reinvestment and Stock Purchase Plan,
|
11)
|
Registration Statement (Form S-3, No. 333-211637) related to Peoples Bancorp Inc. Dividend Reinvestment and Stock Purchase Plan,
|
12)
|
Registration Statement (Form S-3, No. 333-198082), related to common shares to be offered by selling shareholders identified therein,
|
13)
|
Registration Statement (Form S-3, No. 333-206322) related to Peoples Bancorp Inc.’s shelf registration of common shares, preferred shares, depositary shares, debt securities, warrants and units,
|
14)
|
Registration Statement (Form S-4, No. 333-194626), related to common shares to be issued as contemplated by the Agreement and Plan of Merger, dated as of January 21, 2014, between Peoples Bancorp Inc. and Midwest Bancshares, Inc.,
|
15)
|
Registration Statement (Form S-4, No. 333-196872), related to common shares to be issued as contemplated by the Agreement and Plan of Merger, dated as of April 4, 2014, between Peoples Bancorp Inc. and Ohio Heritage Bancorp, Inc.,
|
16)
|
Registration Statement (Form S-4, No. 333-197736), related to common shares to be issued as contemplated by the Agreement and Plan of Merger, dated as of April 21, 2014, as amended, among Peoples Bancorp Inc., Peoples Bank, National Association and North Akron Savings Bank, and
|
17)
|
Registration Statement (Form S-4, No. 333-199152), related to common shares to be issued as contemplated by the Agreement and Plan of Merger, dated as of August 4, 2014, as amended, between Peoples Bancorp Inc. and NB&T Financial Group, Inc.
|
|
|
|
/s/ Ernst & Young LLP
|
|
|
/s/
|
TARA M. ABRAHAM
|
|
|
|
[Signature]
|
|
|
|
|
|
|
|
Tara M. Abraham
|
|
|
|
[Printed Name]
|
|
|
/s/
|
S. CRAIG BEAM
|
|
|
|
[Signature]
|
|
|
|
|
|
|
|
S. Craig Beam
|
|
|
|
[Printed Name]
|
|
|
/s/
|
GEORGE W. BROUGHTON
|
|
|
|
[Signature]
|
|
|
|
|
|
|
|
George W. Broughton
|
|
|
|
[Printed Name]
|
|
|
/s/
|
DAVID F. DIERKER
|
|
|
|
[Signature]
|
|
|
|
|
|
|
|
David F. Dierker
|
|
|
|
[Printed Name]
|
|
|
/s/
|
JAMES S. HUGGINS
|
|
|
|
[Signature]
|
|
|
|
|
|
|
|
James S. Huggins
|
|
|
|
[Printed Name]
|
|
|
/s/
|
BROOKE W. JAMES
|
|
|
|
[Signature]
|
|
|
|
|
|
|
|
Brooke W. James
|
|
|
|
[Printed Name]
|
|
|
/s/
|
BRENDA F. JONES
|
|
|
|
[Signature]
|
|
|
|
|
|
|
|
Brenda F. Jones
|
|
|
|
[Printed Name]
|
|
|
/s/
|
DAVID L. MEAD
|
|
|
|
[Signature]
|
|
|
|
|
|
|
|
David L. Mead
|
|
|
|
[Printed Name]
|
|
|
/s/
|
SUSAN D. RECTOR
|
|
|
|
[Signature]
|
|
|
|
|
|
|
|
Susan D. Rector
|
|
|
|
[Printed Name]
|
|
|
/s/
|
TERRY T. SWEET
|
|
|
|
[Signature]
|
|
|
|
|
|
|
|
Terry T. Sweet
|
|
|
|
[Printed Name]
|
|
1.
|
I have reviewed this Annual Report on Form 10-K for the fiscal year ended
December 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:
|
February 27, 2017
|
|
By:/s/
|
CHARLES W. SULERZYSKI
|
|
|
|
|
Charles W. Sulerzyski
|
|
|
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this Annual Report on Form 10-K for the fiscal year ended
December 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:
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a.
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Date:
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February 27, 2017
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By:/s/
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JOHN C. ROGERS
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John C. Rogers
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Executive Vice President,
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Chief Financial Officer and Treasurer
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the consolidated financial condition and results of operations of Peoples Bancorp and its subsidiaries.
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Date:
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February 27, 2017
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By:/s/
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CHARLES W. SULERZYSKI
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Charles W. Sulerzyski
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President and Chief Executive Officer
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Date:
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February 27, 2017
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By:/s/
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JOHN C. ROGERS
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John C. Rogers
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Executive Vice President,
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Chief Financial Officer and Treasurer
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