x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Large accelerated
filer
o
|
Accelerated filer
x
|
Non-accelerated filer
o
(Do not check if a smaller reporting company)
|
Smaller reporting company
o
|
Emerging growth company
o
|
Table of Contents
|
|
|
|
|
June 30,
2017 |
December 31,
2016 |
||||
(Dollars in thousands)
|
||||||
Assets
|
|
|
||||
Cash and due from banks
|
$
|
56,310
|
|
$
|
58,129
|
|
Interest-bearing deposits in other banks
|
16,122
|
|
8,017
|
|
||
Total cash and cash equivalents
|
72,432
|
|
66,146
|
|
||
Available-for-sale investment securities, at fair value (amortized cost of $792,803 at June 30, 2017 and $777,017 at December 31, 2016)
|
799,088
|
|
777,940
|
|
||
Held-to-maturity investment securities, at amortized cost (fair value of $43,768 at June 30, 2017 and $43,227 at December 31, 2016)
|
43,060
|
|
43,144
|
|
||
Other investment securities, at cost
|
38,371
|
|
38,371
|
|
||
Total investment securities
|
880,519
|
|
859,455
|
|
||
Loans, net of deferred fees and costs
|
2,294,359
|
|
2,224,936
|
|
||
Allowance for loan losses
|
(18,815
|
)
|
(18,429
|
)
|
||
Net loans
|
2,275,544
|
|
2,206,507
|
|
||
Loans held for sale
|
3,420
|
|
4,022
|
|
||
Bank premises and equipment, net
|
52,188
|
|
53,616
|
|
||
Bank owned life insurance
|
61,214
|
|
60,225
|
|
||
Goodwill
|
132,631
|
|
132,631
|
|
||
Other intangible assets
|
12,061
|
|
13,387
|
|
||
Other assets
|
35,117
|
|
36,359
|
|
||
Total assets
|
$
|
3,525,126
|
|
$
|
3,432,348
|
|
Liabilities
|
|
|
||||
Deposits:
|
|
|
||||
Non-interest-bearing
|
$
|
772,061
|
|
$
|
734,421
|
|
Interest-bearing
|
1,905,083
|
|
1,775,301
|
|
||
Total deposits
|
2,677,144
|
|
2,509,722
|
|
||
Short-term borrowings
|
142,532
|
|
305,607
|
|
||
Long-term borrowings
|
219,014
|
|
145,155
|
|
||
Accrued expenses and other liabilities
|
35,083
|
|
36,603
|
|
||
Total liabilities
|
3,073,773
|
|
2,997,087
|
|
||
Stockholders’ equity
|
|
|
||||
Preferred stock, no par value, 50,000 shares authorized, no shares issued at June 30, 2017 and December 31, 2016
|
—
|
|
—
|
|
||
Common stock, no par value, 24,000,000 shares authorized, 18,945,490 shares issued at June 30, 2017 and 18,939,091 shares issued at December 31, 2016, including shares in treasury
|
344,211
|
|
344,404
|
|
||
Retained earnings
|
121,590
|
|
110,294
|
|
||
Accumulated other comprehensive income (loss), net of deferred income taxes
|
1,439
|
|
(1,554
|
)
|
||
Treasury stock, at cost, 701,382 shares at June 30, 2017 and 795,758 shares at December 31, 2016
|
(15,887
|
)
|
(17,883
|
)
|
||
Total stockholders’ equity
|
451,353
|
|
435,261
|
|
||
Total liabilities and stockholders’ equity
|
$
|
3,525,126
|
|
$
|
3,432,348
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||
|
June 30,
|
|
June 30,
|
||||||||||
(Dollars in thousands, except per share data)
|
2017
|
2016
|
|
2017
|
2016
|
||||||||
Interest income:
|
|
|
|
|
|
||||||||
Interest and fees on loans
|
$
|
25,464
|
|
$
|
23,391
|
|
|
$
|
49,763
|
|
$
|
46,357
|
|
Interest and dividends on taxable investment securities
|
4,956
|
|
4,738
|
|
|
9,665
|
|
9,419
|
|
||||
Interest on tax-exempt investment securities
|
762
|
|
781
|
|
|
1,556
|
|
1,561
|
|
||||
Other interest income
|
26
|
|
11
|
|
|
41
|
|
27
|
|
||||
Total interest income
|
31,208
|
|
28,921
|
|
|
61,025
|
|
57,364
|
|
||||
Interest expense:
|
|
|
|
|
|
||||||||
Interest on deposits
|
1,729
|
|
1,503
|
|
|
3,216
|
|
3,104
|
|
||||
Interest on short-term borrowings
|
233
|
|
105
|
|
|
484
|
|
192
|
|
||||
Interest on long-term borrowings
|
1,156
|
|
1,005
|
|
|
2,290
|
|
1,993
|
|
||||
Total interest expense
|
3,118
|
|
2,613
|
|
|
5,990
|
|
5,289
|
|
||||
Net interest income
|
28,090
|
|
26,308
|
|
|
55,035
|
|
52,075
|
|
||||
Provision for loan losses
|
947
|
|
727
|
|
|
1,571
|
|
1,682
|
|
||||
Net interest income after provision for loan losses
|
27,143
|
|
25,581
|
|
|
53,464
|
|
50,393
|
|
||||
Non-interest income:
|
|
|
|
|
|
||||||||
Insurance income
|
3,414
|
|
3,299
|
|
|
7,516
|
|
7,797
|
|
||||
Trust and investment income
|
2,977
|
|
2,776
|
|
|
5,659
|
|
5,158
|
|
||||
Electronic banking income
|
2,587
|
|
2,567
|
|
|
5,148
|
|
5,102
|
|
||||
Deposit account service charges
|
2,294
|
|
2,563
|
|
|
4,723
|
|
5,166
|
|
||||
Commercial loan swap fee income
|
651
|
|
264
|
|
|
919
|
|
428
|
|
||||
Bank owned life insurance income
|
496
|
|
253
|
|
|
989
|
|
420
|
|
||||
Mortgage banking income
|
467
|
|
265
|
|
|
854
|
|
425
|
|
||||
Net gain (loss) on asset disposals and other transactions
|
109
|
|
(769
|
)
|
|
106
|
|
(800
|
)
|
||||
Net gain on investment securities
|
18
|
|
767
|
|
|
358
|
|
863
|
|
||||
Other non-interest income
|
704
|
|
380
|
|
|
1,116
|
|
925
|
|
||||
Total non-interest income
|
13,717
|
|
12,365
|
|
|
27,388
|
|
25,484
|
|
||||
Non-interest expense:
|
|
|
|
|
|
||||||||
Salaries and employee benefit costs
|
15,049
|
|
13,972
|
|
|
30,545
|
|
28,297
|
|
||||
Net occupancy and equipment expense
|
2,648
|
|
2,581
|
|
|
5,361
|
|
5,387
|
|
||||
Professional fees
|
1,529
|
|
2,123
|
|
|
3,139
|
|
3,582
|
|
||||
Electronic banking expense
|
1,525
|
|
1,485
|
|
|
3,039
|
|
2,918
|
|
||||
Data processing and software expense
|
1,096
|
|
1,013
|
|
|
2,238
|
|
1,762
|
|
||||
Amortization of other intangible assets
|
871
|
|
1,007
|
|
|
1,734
|
|
2,015
|
|
||||
Franchise tax expense
|
584
|
|
483
|
|
|
1,167
|
|
1,021
|
|
||||
FDIC insurance expense
|
457
|
|
540
|
|
|
890
|
|
1,157
|
|
||||
Communication expense
|
390
|
|
584
|
|
|
800
|
|
1,212
|
|
||||
Marketing expense
|
354
|
|
414
|
|
|
634
|
|
812
|
|
||||
Foreclosed real estate and other loan expenses
|
179
|
|
100
|
|
|
375
|
|
351
|
|
||||
Other non-interest expense
|
1,998
|
|
2,203
|
|
|
4,089
|
|
4,273
|
|
||||
Total non-interest expense
|
26,680
|
|
26,505
|
|
|
54,011
|
|
52,787
|
|
||||
Income before income taxes
|
14,180
|
|
11,441
|
|
|
26,841
|
|
23,090
|
|
||||
Income tax expense
|
4,414
|
|
3,479
|
|
|
8,266
|
|
7,133
|
|
||||
Net income
|
$
|
9,766
|
|
$
|
7,962
|
|
|
$
|
18,575
|
|
$
|
15,957
|
|
Earnings per common share - basic
|
$
|
0.54
|
|
$
|
0.44
|
|
|
$
|
1.02
|
|
$
|
0.88
|
|
Earnings per common share - diluted
|
$
|
0.53
|
|
$
|
0.44
|
|
|
$
|
1.02
|
|
$
|
0.88
|
|
Weighted-average number of common shares outstanding - basic
|
18,044,574
|
|
17,980,797
|
|
|
18,037,333
|
|
18,026,272
|
|
||||
Weighted-average number of common shares outstanding - diluted
|
18,203,752
|
|
18,113,812
|
|
|
18,195,715
|
|
18,154,260
|
|
||||
Cash dividends declared
|
$
|
3,645
|
|
$
|
2,904
|
|
|
$
|
7,279
|
|
$
|
5,652
|
|
Cash dividends declared per common share
|
$
|
0.20
|
|
$
|
0.16
|
|
|
$
|
0.40
|
|
$
|
0.31
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||
|
June 30,
|
|
June 30,
|
||||||||||
(Dollars in thousands)
|
2017
|
2016
|
|
2017
|
2016
|
||||||||
Net income
|
$
|
9,766
|
|
$
|
7,962
|
|
|
$
|
18,575
|
|
$
|
15,957
|
|
Other comprehensive income:
|
|
|
|
|
|
||||||||
Available-for-sale investment securities:
|
|
|
|
|
|
||||||||
Gross unrealized holding gain arising in the period
|
2,272
|
|
6,421
|
|
|
5,684
|
|
18,750
|
|
||||
Related tax expense
|
(795
|
)
|
(2,247
|
)
|
|
(1,989
|
)
|
(6,563
|
)
|
||||
Less: reclassification adjustment for gain included in net income
|
18
|
|
767
|
|
|
358
|
|
863
|
|
||||
Related tax expense
|
(6
|
)
|
(268
|
)
|
|
(125
|
)
|
(302
|
)
|
||||
Net effect on other comprehensive income
|
1,465
|
|
3,675
|
|
|
3,462
|
|
11,626
|
|
||||
Defined benefit plans:
|
|
|
|
|
|
||||||||
Net (loss) gain arising during the period
|
(1
|
)
|
2
|
|
|
—
|
|
2
|
|
||||
Related tax expense
|
—
|
|
(1
|
)
|
|
—
|
|
(1
|
)
|
||||
Amortization of unrecognized loss and service cost on benefit plans
|
24
|
|
46
|
|
|
47
|
|
45
|
|
||||
Related tax expense
|
(8
|
)
|
(16
|
)
|
|
(16
|
)
|
(15
|
)
|
||||
Net effect on other comprehensive income
|
15
|
|
31
|
|
|
31
|
|
31
|
|
||||
Cash flow hedges:
|
|
|
|
|
|
||||||||
Net loss arising during the period
|
(666
|
)
|
(252
|
)
|
|
(769
|
)
|
(252
|
)
|
||||
Related tax benefit
|
233
|
|
88
|
|
|
269
|
|
88
|
|
||||
Net effect on other comprehensive loss
|
(433
|
)
|
(164
|
)
|
|
(500
|
)
|
(164
|
)
|
||||
Total other comprehensive income, net of tax expense
|
1,047
|
|
3,542
|
|
|
2,993
|
|
11,493
|
|
||||
Total comprehensive income
|
$
|
10,813
|
|
$
|
11,504
|
|
|
$
|
21,568
|
|
$
|
27,450
|
|
|
|
|
Accumulated Other Comprehensive (Loss) Income
|
|
Total Stockholders' Equity
|
||||||||||
|
Common Shares
|
Retained Earnings
|
Treasury Stock
|
||||||||||||
(Dollars in thousands)
|
|||||||||||||||
Balance, December 31, 2016
|
$
|
344,404
|
|
$
|
110,294
|
|
$
|
(1,554
|
)
|
$
|
(17,883
|
)
|
$
|
435,261
|
|
Net income
|
—
|
|
18,575
|
|
—
|
|
—
|
|
18,575
|
|
|||||
Other comprehensive income, net of tax
|
—
|
|
—
|
|
2,993
|
|
—
|
|
2,993
|
|
|||||
Cash dividends declared
|
—
|
|
(7,279
|
)
|
—
|
|
—
|
|
(7,279
|
)
|
|||||
Exercise of stock appreciation rights
|
(6
|
)
|
—
|
|
—
|
|
6
|
|
—
|
|
|||||
Reissuance of treasury stock for common stock awards
|
(1,550
|
)
|
—
|
|
—
|
|
1,553
|
|
3
|
|
|||||
Reissuance of treasury stock for deferred compensation plan for Boards of Directors
|
—
|
|
—
|
|
—
|
|
500
|
|
500
|
|
|||||
Repurchase of treasury stock in connection with employee incentive plan and for Boards of Directors compensation plan
|
—
|
|
—
|
|
—
|
|
(324
|
)
|
(324
|
)
|
|||||
Common shares issued under dividend reinvestment plan
|
246
|
|
—
|
|
—
|
|
—
|
|
246
|
|
|||||
Common shares issued under compensation plan for Boards of Directors
|
54
|
|
—
|
|
—
|
|
131
|
|
185
|
|
|||||
Common shares issued under employee stock purchase plan
|
52
|
|
—
|
|
—
|
|
130
|
|
182
|
|
|||||
Stock-based compensation expense
|
1,011
|
|
—
|
|
—
|
|
—
|
|
1,011
|
|
|||||
Balance, June 30, 2017
|
$
|
344,211
|
|
$
|
121,590
|
|
$
|
1,439
|
|
$
|
(15,887
|
)
|
$
|
451,353
|
|
|
Six Months Ended
|
|||||
|
June 30,
|
|||||
(Dollars in thousands)
|
2017
|
2016
|
||||
Net cash provided by operating activities
|
$
|
26,608
|
|
$
|
32,135
|
|
Investing activities:
|
|
|
||||
Available-for-sale investment securities:
|
|
|
||||
Purchases
|
(96,177
|
)
|
(65,889
|
)
|
||
Proceeds from sales
|
581
|
|
30,590
|
|
||
Proceeds from principal payments, calls and prepayments
|
74,342
|
|
60,112
|
|
||
Held-to-maturity investment securities:
|
|
|
||||
Purchases
|
(1,310
|
)
|
—
|
|
||
Proceeds from principal payments
|
1,197
|
|
1,208
|
|
||
Net increase in loans
|
(67,735
|
)
|
(54,247
|
)
|
||
Net expenditures for bank premises and equipment
|
(1,581
|
)
|
(3,785
|
)
|
||
Proceeds from sales of other real estate owned
|
50
|
|
141
|
|
||
Bank owned life insurance
|
—
|
|
(35,000
|
)
|
||
Business acquisitions, net of cash received
|
(450
|
)
|
(244
|
)
|
||
Return of (investment in) limited partnership and tax credit funds
|
5
|
|
(2,878
|
)
|
||
Net cash used in investing activities
|
(91,078
|
)
|
(69,992
|
)
|
||
Financing activities:
|
|
|
||||
Net increase (decrease) in non-interest-bearing deposits
|
37,640
|
|
(18,244
|
)
|
||
Net increase in interest-bearing deposits
|
129,768
|
|
15,332
|
|
||
Net (decrease) increase in short-term borrowings
|
(163,075
|
)
|
13,126
|
|
||
Proceeds from long-term borrowings
|
75,000
|
|
55,000
|
|
||
Payments on long-term borrowings
|
(1,244
|
)
|
(21,429
|
)
|
||
Cash dividends paid
|
(7,003
|
)
|
(5,423
|
)
|
||
Purchase of treasury stock under share repurchase program
|
—
|
|
(4,965
|
)
|
||
Repurchase of treasury stock in connection with employee incentive plan and compensation plan for Boards of Directors to be held as treasury stock
|
(324
|
)
|
(316
|
)
|
||
(Payments for) proceeds from issuance of common shares
|
(6
|
)
|
8
|
|
||
Excess tax expense from share-based payment awards
|
—
|
|
(3
|
)
|
||
Net cash provided by financing activities
|
70,756
|
|
33,086
|
|
||
Net increase (decrease) in cash and cash equivalents
|
6,286
|
|
(4,771
|
)
|
||
Cash and cash equivalents at beginning of period
|
66,146
|
|
71,115
|
|
||
Cash and cash equivalents at end of period
|
$
|
72,432
|
|
$
|
66,344
|
|
|
|
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
|
||||||||||||
June 30, 2017
|
|
|
|
|
||||||||
Obligations of:
|
|
|
|
|
||||||||
States and political subdivisions
|
$
|
111,390
|
|
$
|
—
|
|
$
|
111,390
|
|
$
|
—
|
|
Residential mortgage-backed securities
|
664,341
|
|
—
|
|
664,341
|
|
—
|
|
||||
Commercial mortgage-backed securities
|
8,092
|
|
—
|
|
8,092
|
|
—
|
|
||||
Bank-issued trust preferred securities
|
5,144
|
|
—
|
|
5,144
|
|
—
|
|
||||
Equity securities
|
10,121
|
|
9,898
|
|
223
|
|
—
|
|
||||
Total available-for-sale securities
|
$
|
799,088
|
|
$
|
9,898
|
|
$
|
789,190
|
|
$
|
—
|
|
December 31, 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
|
|
$
|
—
|
|
|
|
Fair Value at Reporting Date Using
|
||||||||||
(Dollars in thousands)
|
|
Quoted Prices in Active Markets for Identical Assets
|
Significant
Other
Observable
Inputs
|
Significant Unobservable Inputs
|
||||||||
Fair Value
|
(Level 1)
|
(Level 2)
|
(Level 3)
|
|||||||||
June 30, 2017
|
|
|
|
|
||||||||
Obligations of:
|
|
|
|
|
||||||||
States and political subdivisions
|
$
|
4,496
|
|
$
|
—
|
|
$
|
4,496
|
|
$
|
—
|
|
Residential mortgage-backed securities
|
34,337
|
|
—
|
|
34,337
|
|
—
|
|
||||
Commercial mortgage-backed securities
|
4,935
|
|
—
|
|
4,935
|
|
—
|
|
||||
Total held-to-maturity securities
|
$
|
43,768
|
|
$
|
—
|
|
$
|
43,768
|
|
$
|
—
|
|
December 31, 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
|
|
$
|
—
|
|
|
June 30, 2017
|
|
December 31, 2016
|
||||||||||
(Dollars in thousands)
|
Carrying Amount
|
Fair Value
|
|
Carrying Amount
|
Fair Value
|
||||||||
Financial assets:
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
72,432
|
|
$
|
72,432
|
|
|
$
|
66,146
|
|
$
|
66,146
|
|
Investment securities
|
880,519
|
|
881,227
|
|
|
859,455
|
|
859,538
|
|
||||
Loans
(1)
|
2,278,964
|
|
2,221,000
|
|
|
2,210,529
|
|
2,152,544
|
|
||||
Financial liabilities:
|
|
|
|
|
|
||||||||
Deposits
|
$
|
2,677,144
|
|
$
|
2,679,002
|
|
|
$
|
2,509,722
|
|
$
|
2,512,647
|
|
Short-term borrowings
|
142,532
|
|
142,532
|
|
|
305,607
|
|
305,607
|
|
||||
Long-term borrowings
|
219,014
|
|
219,069
|
|
|
145,155
|
|
145,106
|
|
||||
Cash flow hedges
(2)
|
980
|
|
980
|
|
|
1,779
|
|
1,779
|
|
(Dollars in thousands)
|
Amortized Cost
|
Gross Unrealized Gains
|
Gross Unrealized Losses
|
Fair Value
|
||||||||
June 30, 2017
|
|
|
|
|
||||||||
Obligations of:
|
|
|
|
|
||||||||
States and political subdivisions
|
$
|
109,124
|
|
$
|
2,454
|
|
$
|
(188
|
)
|
$
|
111,390
|
|
Residential mortgage-backed securities
|
668,410
|
|
4,259
|
|
(8,328
|
)
|
664,341
|
|
||||
Commercial mortgage-backed securities
|
8,056
|
|
55
|
|
(19
|
)
|
8,092
|
|
||||
Bank-issued trust preferred securities
|
5,182
|
|
172
|
|
(210
|
)
|
5,144
|
|
||||
Equity securities
|
2,031
|
|
8,154
|
|
(64
|
)
|
10,121
|
|
||||
Total available-for-sale securities
|
$
|
792,803
|
|
$
|
15,094
|
|
$
|
(8,809
|
)
|
$
|
799,088
|
|
December 31, 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
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||
|
June 30,
|
|
June 30,
|
||||||||||
(Dollars in thousands)
|
2017
|
2016
|
|
2017
|
2016
|
||||||||
Gross gains realized
|
$
|
18
|
|
$
|
767
|
|
|
$
|
358
|
|
$
|
863
|
|
Gross losses realized
|
—
|
|
—
|
|
|
—
|
|
—
|
|
||||
Net gain realized
|
$
|
18
|
|
$
|
767
|
|
|
$
|
358
|
|
$
|
863
|
|
|
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
|
||||||||||||||
June 30, 2017
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Obligations of:
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
States and political subdivisions
|
$
|
10,705
|
|
$
|
188
|
|
7
|
|
|
$
|
—
|
|
$
|
—
|
|
—
|
|
|
$
|
10,705
|
|
$
|
188
|
|
Residential mortgage-backed securities
|
398,313
|
|
$
|
6,027
|
|
102
|
|
|
54,140
|
|
$
|
2,301
|
|
26
|
|
|
452,453
|
|
8,328
|
|
||||
Commercial mortgage-backed securities
|
4,122
|
|
19
|
|
2
|
|
|
—
|
|
—
|
|
—
|
|
|
4,122
|
|
19
|
|
||||||
Bank-issued trust preferred securities
|
—
|
|
—
|
|
—
|
|
|
2,788
|
|
210
|
|
3
|
|
|
2,788
|
|
210
|
|
||||||
Equity securities
|
278
|
|
—
|
|
1
|
|
|
112
|
|
64
|
|
1
|
|
|
390
|
|
64
|
|
||||||
Total
|
$
|
413,418
|
|
$
|
6,234
|
|
112
|
|
|
$
|
57,040
|
|
$
|
2,575
|
|
30
|
|
|
$
|
470,458
|
|
$
|
8,809
|
|
December 31, 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
|
|
(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
|
$
|
495
|
|
$
|
12,974
|
|
$
|
28,806
|
|
$
|
66,849
|
|
$
|
109,124
|
|
Residential mortgage-backed securities
|
112
|
|
14,193
|
|
42,516
|
|
611,589
|
|
668,410
|
|
|||||
Commercial mortgage-backed securities
|
—
|
|
6,427
|
|
—
|
|
1,629
|
|
8,056
|
|
|||||
Bank-issued trust preferred securities
|
—
|
|
—
|
|
2,184
|
|
2,998
|
|
5,182
|
|
|||||
Equity securities
|
|
|
|
|
2,031
|
|
|||||||||
Total available-for-sale securities
|
$
|
607
|
|
$
|
33,594
|
|
$
|
73,506
|
|
$
|
683,065
|
|
$
|
792,803
|
|
Fair value
|
|
|
|
|
|
||||||||||
Obligations of:
|
|
|
|
|
|
||||||||||
States and political subdivisions
|
$
|
501
|
|
$
|
13,094
|
|
$
|
29,350
|
|
$
|
68,445
|
|
$
|
111,390
|
|
Residential mortgage-backed securities
|
114
|
|
14,128
|
|
42,602
|
|
607,497
|
|
664,341
|
|
|||||
Commercial mortgage-backed securities
|
—
|
|
6,481
|
|
—
|
|
1,611
|
|
8,092
|
|
|||||
Bank-issued trust preferred securities
|
—
|
|
—
|
|
2,356
|
|
2,788
|
|
5,144
|
|
|||||
Equity securities
|
|
|
|
|
10,121
|
|
|||||||||
Total available-for-sale securities
|
$
|
615
|
|
$
|
33,703
|
|
$
|
74,308
|
|
$
|
680,341
|
|
$
|
799,088
|
|
Total weighted-average yield
|
4.59
|
%
|
3.48
|
%
|
3.37
|
%
|
3.04
|
%
|
3.11
|
%
|
(Dollars in thousands)
|
Amortized Cost
|
Gross Unrealized Gains
|
Gross Unrealized Losses
|
Fair Value
|
||||||||
June 30, 2017
|
|
|
|
|
||||||||
Obligations of:
|
|
|
|
|
||||||||
States and political subdivisions
|
$
|
3,815
|
|
$
|
681
|
|
$
|
—
|
|
$
|
4,496
|
|
Residential mortgage-backed securities
|
34,264
|
|
471
|
|
(398
|
)
|
34,337
|
|
||||
Commercial mortgage-backed securities
|
4,981
|
|
—
|
|
(46
|
)
|
4,935
|
|
||||
Total held-to-maturity securities
|
$
|
43,060
|
|
$
|
1,152
|
|
$
|
(444
|
)
|
$
|
43,768
|
|
December 31, 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
|
|
|
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
|
||||||||||||||
June 30, 2017
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Residential mortgage-backed securities
|
$
|
11,551
|
|
$
|
345
|
|
2
|
|
|
$
|
946
|
|
$
|
53
|
|
1
|
|
|
$
|
12,497
|
|
$
|
398
|
|
Commercial mortgage-backed securities
|
4,935
|
|
46
|
|
1
|
|
|
—
|
|
—
|
|
—
|
|
|
4,935
|
|
46
|
|
||||||
Total
|
$
|
16,486
|
|
$
|
391
|
|
3
|
|
|
$
|
946
|
|
$
|
53
|
|
1
|
|
|
$
|
17,432
|
|
$
|
444
|
|
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
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
|
|
(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
|
$
|
—
|
|
$
|
316
|
|
$
|
2,979
|
|
$
|
520
|
|
$
|
3,815
|
|
Residential mortgage-backed securities
|
—
|
|
—
|
|
6,856
|
|
27,408
|
|
34,264
|
|
|||||
Commercial mortgage-backed securities
|
—
|
|
—
|
|
—
|
|
4,981
|
|
4,981
|
|
|||||
Total held-to-maturity securities
|
$
|
—
|
|
$
|
316
|
|
$
|
9,835
|
|
$
|
32,909
|
|
$
|
43,060
|
|
Fair value
|
|
|
|
|
|
||||||||||
Obligations of:
|
|
|
|
|
|
||||||||||
States and political subdivisions
|
$
|
—
|
|
$
|
321
|
|
$
|
3,626
|
|
$
|
549
|
|
$
|
4,496
|
|
Residential mortgage-backed securities
|
—
|
|
—
|
|
6,967
|
|
27,370
|
|
34,337
|
|
|||||
Commercial mortgage-backed securities
|
—
|
|
—
|
|
—
|
|
4,935
|
|
4,935
|
|
|||||
Total held-to-maturity securities
|
$
|
—
|
|
$
|
321
|
|
$
|
10,593
|
|
$
|
32,854
|
|
$
|
43,768
|
|
Total weighted-average yield
|
—
|
%
|
3.73
|
%
|
3.11
|
%
|
3.40
|
%
|
3.33
|
%
|
(Dollars in thousands)
|
June 30,
2017 |
December 31, 2016
|
||||
Originated loans:
|
|
|
||||
Commercial real estate, construction
|
$
|
103,039
|
|
$
|
84,626
|
|
Commercial real estate, other
|
567,537
|
|
531,557
|
|
||
Commercial real estate
|
670,576
|
|
616,183
|
|
||
Commercial and industrial
|
392,097
|
|
378,131
|
|
||
Residential real estate
|
306,385
|
|
307,490
|
|
||
Home equity lines of credit
|
88,229
|
|
85,617
|
|
||
Consumer, indirect
|
305,580
|
|
252,024
|
|
||
Consumer, other
|
67,287
|
|
67,579
|
|
||
Consumer
|
372,867
|
|
319,603
|
|
||
Deposit account overdrafts
|
521
|
|
1,080
|
|
||
Total originated loans
|
$
|
1,830,675
|
|
$
|
1,708,104
|
|
Acquired loans:
|
|
|
||||
Commercial real estate, construction
|
$
|
9,130
|
|
$
|
10,100
|
|
Commercial real estate, other
|
182,682
|
|
204,466
|
|
||
Commercial real estate
|
191,812
|
|
214,566
|
|
||
Commercial and industrial
|
39,376
|
|
44,208
|
|
||
Residential real estate
|
206,502
|
|
228,435
|
|
||
Home equity lines of credit
|
23,481
|
|
25,875
|
|
||
Consumer, indirect
|
533
|
|
808
|
|
||
Consumer, other
|
1,980
|
|
2,940
|
|
||
Consumer
|
2,513
|
|
3,748
|
|
||
Total acquired loans
|
$
|
463,684
|
|
$
|
516,832
|
|
Loans, net of deferred fees and costs
|
$
|
2,294,359
|
|
$
|
2,224,936
|
|
(Dollars in thousands)
|
June 30,
2017 |
December 31,
2016 |
||||
Commercial real estate, other
|
$
|
8,969
|
|
$
|
11,476
|
|
Commercial and industrial
|
1,247
|
|
1,573
|
|
||
Residential real estate
|
21,128
|
|
23,306
|
|
||
Consumer
|
50
|
|
76
|
|
||
Total outstanding balance
|
$
|
31,394
|
|
$
|
36,431
|
|
Net carrying amount
|
$
|
21,974
|
|
$
|
26,524
|
|
(Dollars in thousands)
|
Accretable Yield
|
||
Balance, December 31, 2016
|
$
|
7,132
|
|
Accretion
|
(876
|
)
|
|
Balance, June 30, 2017
|
$
|
6,256
|
|
|
Nonaccrual Loans
|
|
Loans 90+ Days Past Due and Accruing
|
||||||||||
(Dollars in thousands)
|
June 30,
2017 |
December 31,
2016 |
|
June 30,
2017 |
December 31,
2016 |
||||||||
Originated loans:
|
|
|
|
|
|
||||||||
Commercial real estate, construction
|
$
|
797
|
|
$
|
826
|
|
|
$
|
—
|
|
$
|
—
|
|
Commercial real estate, other
|
7,133
|
|
9,934
|
|
|
—
|
|
—
|
|
||||
Commercial real estate
|
7,930
|
|
10,760
|
|
|
—
|
|
—
|
|
||||
Commercial and industrial
|
950
|
|
1,712
|
|
|
782
|
|
—
|
|
||||
Residential real estate
|
3,402
|
|
3,778
|
|
|
167
|
|
183
|
|
||||
Home equity lines of credit
|
351
|
|
383
|
|
|
—
|
|
—
|
|
||||
Consumer, indirect
|
240
|
|
130
|
|
|
—
|
|
10
|
|
||||
Consumer, other
|
24
|
|
11
|
|
|
—
|
|
—
|
|
||||
Consumer
|
264
|
|
141
|
|
|
—
|
|
10
|
|
||||
Total originated loans
|
$
|
12,897
|
|
$
|
16,774
|
|
|
$
|
949
|
|
$
|
193
|
|
Acquired loans:
|
|
|
|
|
|
||||||||
Commercial real estate, other
|
$
|
913
|
|
$
|
1,609
|
|
|
$
|
224
|
|
$
|
1,506
|
|
Commercial and industrial
|
497
|
|
390
|
|
|
137
|
|
387
|
|
||||
Residential real estate
|
2,412
|
|
2,317
|
|
|
1,239
|
|
1,672
|
|
||||
Home equity lines of credit
|
200
|
|
231
|
|
|
34
|
|
—
|
|
||||
Consumer, indirect
|
—
|
|
—
|
|
|
—
|
|
13
|
|
||||
Consumer, other
|
2
|
|
4
|
|
|
—
|
|
—
|
|
||||
Consumer
|
2
|
|
4
|
|
|
—
|
|
13
|
|
||||
Total acquired loans
|
$
|
4,024
|
|
$
|
4,551
|
|
|
$
|
1,634
|
|
$
|
3,578
|
|
Total loans
|
$
|
16,921
|
|
$
|
21,325
|
|
|
$
|
2,583
|
|
$
|
3,771
|
|
|
Loans Past Due
|
|
Current
Loans
|
Total
Loans
|
|||||||||||||||
(Dollars in thousands)
|
30 - 59 days
|
60 - 89 days
|
90 + Days
|
Total
|
|
||||||||||||||
June 30, 2017
|
|
|
|
|
|
|
|
||||||||||||
Originated loans:
|
|
|
|
|
|
|
|
||||||||||||
Commercial real estate, construction
|
$
|
—
|
|
$
|
—
|
|
$
|
797
|
|
$
|
797
|
|
|
$
|
102,242
|
|
$
|
103,039
|
|
Commercial real estate, other
|
1,353
|
|
119
|
|
6,836
|
|
8,308
|
|
|
559,229
|
|
567,537
|
|
||||||
Commercial real estate
|
1,353
|
|
119
|
|
7,633
|
|
9,105
|
|
|
661,471
|
|
670,576
|
|
||||||
Commercial and industrial
|
1,321
|
|
169
|
|
1,245
|
|
2,735
|
|
|
389,362
|
|
392,097
|
|
||||||
Residential real estate
|
1,842
|
|
1,034
|
|
1,233
|
|
4,109
|
|
|
302,276
|
|
306,385
|
|
||||||
Home equity lines of credit
|
251
|
|
64
|
|
192
|
|
507
|
|
|
87,722
|
|
88,229
|
|
||||||
Consumer, indirect
|
1,191
|
|
365
|
|
104
|
|
1,660
|
|
|
303,920
|
|
305,580
|
|
||||||
Consumer, other
|
361
|
|
26
|
|
13
|
|
400
|
|
|
66,887
|
|
67,287
|
|
||||||
Consumer
|
1,552
|
|
391
|
|
117
|
|
2,060
|
|
|
370,807
|
|
372,867
|
|
||||||
Deposit account overdrafts
|
—
|
|
—
|
|
—
|
|
—
|
|
|
521
|
|
521
|
|
||||||
Total originated loans
|
$
|
6,319
|
|
$
|
1,777
|
|
$
|
10,420
|
|
$
|
18,516
|
|
|
$
|
1,812,159
|
|
$
|
1,830,675
|
|
Acquired loans:
|
|
|
|
|
|
|
|
||||||||||||
Commercial real estate, construction
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
9,130
|
|
$
|
9,130
|
|
Commercial real estate, other
|
375
|
|
64
|
|
371
|
|
810
|
|
|
181,872
|
|
182,682
|
|
||||||
Commercial real estate
|
375
|
|
64
|
|
371
|
|
810
|
|
|
191,002
|
|
191,812
|
|
||||||
Commercial and industrial
|
441
|
|
9
|
|
539
|
|
989
|
|
|
38,387
|
|
39,376
|
|
||||||
Residential real estate
|
1,403
|
|
1,019
|
|
2,775
|
|
5,197
|
|
|
201,305
|
|
206,502
|
|
||||||
Home equity lines of credit
|
317
|
|
86
|
|
184
|
|
587
|
|
|
22,894
|
|
23,481
|
|
||||||
Consumer, indirect
|
11
|
|
—
|
|
—
|
|
11
|
|
|
522
|
|
533
|
|
||||||
Consumer, other
|
48
|
|
4
|
|
—
|
|
52
|
|
|
1,928
|
|
1,980
|
|
||||||
Consumer
|
59
|
|
4
|
|
—
|
|
63
|
|
|
2,450
|
|
2,513
|
|
||||||
Total acquired loans
|
$
|
2,595
|
|
$
|
1,182
|
|
$
|
3,869
|
|
$
|
7,646
|
|
|
$
|
456,038
|
|
$
|
463,684
|
|
Total loans
|
$
|
8,914
|
|
$
|
2,959
|
|
$
|
14,289
|
|
$
|
26,162
|
|
|
$
|
2,268,197
|
|
$
|
2,294,359
|
|
|
Loans Past Due
|
|
Current
Loans
|
Total
Loans
|
|||||||||||||||
(Dollars in thousands)
|
30 - 59 days
|
60 - 89 days
|
90 + Days
|
Total
|
|
||||||||||||||
December 31, 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
|
|
|
Pass Rated
(Grades 1 - 4)
|
Special Mention
(Grade 5)
|
Substandard
(Grade 6)
|
Doubtful (Grade 7)
|
Not
Rated
|
Total
Loans
|
||||||||||||
(Dollars in thousands)
|
||||||||||||||||||
June 30, 2017
|
|
|
|
|
|
|
||||||||||||
Originated loans:
|
|
|
|
|
|
|
||||||||||||
Commercial real estate, construction
|
$
|
96,217
|
|
$
|
5,558
|
|
$
|
797
|
|
$
|
—
|
|
$
|
467
|
|
$
|
103,039
|
|
Commercial real estate, other
|
534,952
|
|
21,136
|
|
11,449
|
|
—
|
|
—
|
|
567,537
|
|
||||||
Commercial real estate
|
631,169
|
|
26,694
|
|
12,246
|
|
—
|
|
467
|
|
670,576
|
|
||||||
Commercial and industrial
|
354,034
|
|
21,288
|
|
16,739
|
|
—
|
|
36
|
|
392,097
|
|
||||||
Residential real estate
|
19,701
|
|
1,012
|
|
11,929
|
|
201
|
|
273,542
|
|
306,385
|
|
||||||
Home equity lines of credit
|
554
|
|
—
|
|
—
|
|
—
|
|
87,675
|
|
88,229
|
|
||||||
Consumer, indirect
|
64
|
|
10
|
|
—
|
|
—
|
|
305,506
|
|
305,580
|
|
||||||
Consumer, other
|
47
|
|
—
|
|
—
|
|
—
|
|
67,240
|
|
67,287
|
|
||||||
Consumer
|
111
|
|
10
|
|
—
|
|
—
|
|
372,746
|
|
372,867
|
|
||||||
Deposit account overdrafts
|
—
|
|
—
|
|
—
|
|
—
|
|
521
|
|
521
|
|
||||||
Total originated loans
|
$
|
1,005,569
|
|
$
|
49,004
|
|
$
|
40,914
|
|
$
|
201
|
|
$
|
734,987
|
|
$
|
1,830,675
|
|
Acquired loans:
|
|
|
|
|
|
|
||||||||||||
Commercial real estate, construction
|
$
|
9,077
|
|
$
|
—
|
|
$
|
53
|
|
$
|
—
|
|
$
|
—
|
|
$
|
9,130
|
|
Commercial real estate, other
|
165,112
|
|
8,650
|
|
8,920
|
|
—
|
|
—
|
|
182,682
|
|
||||||
Commercial real estate
|
174,189
|
|
8,650
|
|
8,973
|
|
—
|
|
—
|
|
191,812
|
|
||||||
Commercial and industrial
|
37,655
|
|
169
|
|
1,552
|
|
—
|
|
—
|
|
39,376
|
|
||||||
Residential real estate
|
13,741
|
|
616
|
|
1,401
|
|
—
|
|
190,744
|
|
206,502
|
|
||||||
Home equity lines of credit
|
143
|
|
—
|
|
—
|
|
—
|
|
23,338
|
|
23,481
|
|
||||||
Consumer, indirect
|
26
|
|
—
|
|
—
|
|
—
|
|
507
|
|
533
|
|
||||||
Consumer, other
|
45
|
|
—
|
|
—
|
|
—
|
|
1,935
|
|
1,980
|
|
||||||
Consumer
|
71
|
|
—
|
|
—
|
|
—
|
|
2,442
|
|
2,513
|
|
||||||
Total acquired loans
|
$
|
225,799
|
|
$
|
9,435
|
|
$
|
11,926
|
|
$
|
—
|
|
$
|
216,524
|
|
$
|
463,684
|
|
Total loans
|
$
|
1,231,368
|
|
$
|
58,439
|
|
$
|
52,840
|
|
$
|
201
|
|
$
|
951,511
|
|
$
|
2,294,359
|
|
|
Pass Rated
(Grades 1 - 4)
|
Special Mention
(Grade 5)
|
Substandard
(Grade 6)
|
Doubtful (Grade 7)
|
Not
Rated
|
Total
Loans
|
||||||||||||
(Dollars in thousands)
|
||||||||||||||||||
December 31, 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
|
|
|
Unpaid
Principal
Balance
|
Recorded Investment
|
Total
Recorded
Investment
|
|
Average
Recorded
Investment
|
Interest
Income
Recognized
|
|||||||||||||||
|
With
Allowance
|
Without
Allowance
|
Related
Allowance
|
||||||||||||||||||
(Dollars in thousands)
|
|||||||||||||||||||||
June 30, 2017
|
|
|
|
|
|
|
|
||||||||||||||
Commercial real estate, construction
|
$
|
895
|
|
$
|
—
|
|
$
|
837
|
|
$
|
837
|
|
$
|
—
|
|
$
|
854
|
|
$
|
3
|
|
Commercial real estate, other
|
16,351
|
|
5,114
|
|
10,406
|
|
15,520
|
|
264
|
|
15,907
|
|
480
|
|
|||||||
Commercial real estate
|
17,246
|
|
5,114
|
|
11,243
|
|
16,357
|
|
264
|
|
16,761
|
|
483
|
|
|||||||
Commercial and industrial
|
6,410
|
|
1,367
|
|
1,428
|
|
2,795
|
|
423
|
|
2,862
|
|
55
|
|
|||||||
Residential real estate
|
25,905
|
|
582
|
|
23,238
|
|
23,820
|
|
135
|
|
23,928
|
|
976
|
|
|||||||
Home equity lines of credit
|
2,041
|
|
272
|
|
1,716
|
|
1,988
|
|
62
|
|
1,765
|
|
94
|
|
|||||||
Consumer, indirect
|
273
|
|
30
|
|
165
|
|
195
|
|
6
|
|
165
|
|
11
|
|
|||||||
Consumer, other
|
532
|
|
2
|
|
525
|
|
527
|
|
2
|
|
519
|
|
19
|
|
|||||||
Consumer
|
805
|
|
32
|
|
690
|
|
722
|
|
8
|
|
684
|
|
30
|
|
|||||||
Total
|
$
|
52,407
|
|
$
|
7,367
|
|
$
|
38,315
|
|
$
|
45,682
|
|
$
|
892
|
|
$
|
46,000
|
|
$
|
1,638
|
|
December 31, 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
|
|
(Dollars in thousands)
|
Commercial Real Estate
|
Commercial and Industrial
|
Residential Real Estate
|
Home Equity Lines of Credit
|
Consumer Indirect
|
Consumer Other
|
Deposit Account Overdrafts
|
Total
|
||||||||||||||||
Balance, January 1, 2017
|
$
|
7,172
|
|
$
|
6,353
|
|
$
|
982
|
|
$
|
688
|
|
$
|
2,312
|
|
$
|
518
|
|
$
|
171
|
|
$
|
18,196
|
|
Charge-offs
|
(25
|
)
|
(117
|
)
|
(206
|
)
|
(20
|
)
|
(1,000
|
)
|
(169
|
)
|
(520
|
)
|
(2,057
|
)
|
||||||||
Recoveries
|
116
|
|
—
|
|
109
|
|
6
|
|
424
|
|
106
|
|
111
|
|
872
|
|
||||||||
Net recoveries (charge-offs)
|
91
|
|
(117
|
)
|
(97
|
)
|
(14
|
)
|
(576
|
)
|
(63
|
)
|
(409
|
)
|
(1,185
|
)
|
||||||||
Provision for (recovery of) loan losses
|
65
|
|
491
|
|
75
|
|
2
|
|
813
|
|
(53
|
)
|
321
|
|
1,714
|
|
||||||||
Balance, June 30, 2017
|
$
|
7,328
|
|
$
|
6,727
|
|
$
|
960
|
|
$
|
676
|
|
$
|
2,549
|
|
$
|
402
|
|
$
|
83
|
|
$
|
18,725
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Period-end amount allocated to:
|
|
|
|
|
|
|
|
|||||||||||||||||
Loans individually evaluated for impairment
|
$
|
264
|
|
$
|
423
|
|
$
|
135
|
|
$
|
62
|
|
$
|
6
|
|
$
|
2
|
|
$
|
—
|
|
$
|
892
|
|
Loans collectively evaluated for impairment
|
7,064
|
|
6,304
|
|
825
|
|
614
|
|
2,543
|
|
400
|
|
83
|
|
17,833
|
|
||||||||
Ending balance
|
$
|
7,328
|
|
$
|
6,727
|
|
$
|
960
|
|
$
|
676
|
|
$
|
2,549
|
|
$
|
402
|
|
$
|
83
|
|
$
|
18,725
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Balance, January 1, 2016
|
$
|
7,076
|
|
$
|
5,382
|
|
$
|
1,257
|
|
$
|
732
|
|
$
|
1,934
|
|
$
|
37
|
|
$
|
121
|
|
$
|
16,539
|
|
Charge-offs
|
—
|
|
(1,017
|
)
|
(379
|
)
|
(29
|
)
|
(828
|
)
|
(219
|
)
|
(334
|
)
|
(2,806
|
)
|
||||||||
Recoveries
|
1,181
|
|
250
|
|
69
|
|
26
|
|
473
|
|
127
|
|
108
|
|
2,234
|
|
||||||||
Net recoveries (charge-offs)
|
1,181
|
|
(767
|
)
|
(310
|
)
|
(3
|
)
|
(355
|
)
|
(92
|
)
|
(226
|
)
|
(572
|
)
|
||||||||
(Recovery of) provision for loan losses
|
(721
|
)
|
619
|
|
349
|
|
(45
|
)
|
537
|
|
686
|
|
249
|
|
1,674
|
|
||||||||
Balance, June 30, 2016
|
$
|
7,536
|
|
$
|
5,234
|
|
$
|
1,296
|
|
$
|
684
|
|
$
|
2,116
|
|
$
|
631
|
|
$
|
144
|
|
$
|
17,641
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Period-end amount allocated to:
|
|
|
|
|
|
|
|
|||||||||||||||||
Loans individually evaluated for impairment
|
$
|
1,286
|
|
$
|
469
|
|
$
|
127
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
1,882
|
|
Loans collectively evaluated for impairment
|
6,250
|
|
4,765
|
|
1,169
|
|
684
|
|
2,116
|
|
631
|
|
144
|
|
15,759
|
|
||||||||
Ending balance
|
$
|
7,536
|
|
$
|
5,234
|
|
$
|
1,296
|
|
$
|
684
|
|
$
|
2,116
|
|
$
|
631
|
|
$
|
144
|
|
$
|
17,641
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||
(Dollars in thousands)
|
June 30, 2017
|
June 30, 2016
|
|
June 30, 2017
|
June 30, 2016
|
||||||||
Purchased credit impaired loans:
|
|
|
|
|
|
||||||||
Balance, beginning of period
|
$
|
90
|
|
$
|
202
|
|
|
$
|
233
|
|
$
|
240
|
|
Charge-offs
|
—
|
|
(5
|
)
|
|
—
|
|
(51
|
)
|
||||
Recoveries
|
—
|
|
—
|
|
|
—
|
|
—
|
|
||||
Net charge-offs
|
—
|
|
(5
|
)
|
|
—
|
|
(51
|
)
|
||||
(Recovery of) provision for loan losses
|
—
|
|
—
|
|
|
(143
|
)
|
8
|
|
||||
Balance, June 30
|
$
|
90
|
|
$
|
197
|
|
|
$
|
90
|
|
$
|
197
|
|
|
June 30, 2017
|
|
December 31, 2016
|
||||||||
(Dollars in thousands)
|
Balance
|
Weighted-
Average Rate |
|
Balance
|
Weighted-
Average Rate |
||||||
FHLB putable, non-amortizing, fixed-rate advances
|
$
|
145,000
|
|
2.07
|
%
|
|
$
|
70,000
|
|
2.49
|
%
|
Callable national market repurchase agreements
|
40,000
|
|
3.63
|
%
|
|
40,000
|
|
3.63
|
%
|
||
FHLB amortizing, fixed-rate advances
|
27,038
|
|
2.01
|
%
|
|
28,282
|
|
2.01
|
%
|
||
Junior subordinated debt securities
|
7,015
|
|
4.69
|
%
|
|
6,924
|
|
4.48
|
%
|
||
Unamortized debt issuance costs
|
(39
|
)
|
—
|
%
|
|
(51
|
)
|
—
|
%
|
||
Total long-term borrowings
|
$
|
219,014
|
|
2.43
|
%
|
|
$
|
145,155
|
|
2.81
|
%
|
(Dollars in thousands)
|
Balance
|
Weighted-Average Rate
|
|||
Six months ending December 31, 2017
|
$
|
4,403
|
|
1.66
|
%
|
Year ending December 31, 2018
|
74,971
|
|
3.22
|
%
|
|
Year ending December 31, 2019
|
33,508
|
|
1.37
|
%
|
|
Year ending December 31, 2020
|
25,564
|
|
1.85
|
%
|
|
Year ending December 31, 2021
|
21,979
|
|
1.76
|
%
|
|
Thereafter
|
58,589
|
|
2.60
|
%
|
|
Total long-term borrowings
|
$
|
219,014
|
|
2.43
|
%
|
|
Common Shares
|
Treasury
Stock
|
||
Shares at December 31, 2016
|
18,939,091
|
|
795,758
|
|
Changes related to stock-based compensation awards:
|
|
|
||
Release of restricted common shares
|
—
|
|
7,395
|
|
Cancellation of restricted common shares
|
(1,674
|
)
|
630
|
|
Exercise of stock options for common shares
|
—
|
|
(266
|
)
|
Grant of restricted common shares
|
—
|
|
(68,707
|
)
|
Grant of common shares
|
—
|
|
(150
|
)
|
Changes related to deferred compensation plan for Boards of Directors:
|
|
|
||
Purchase of treasury stock
|
—
|
|
2,828
|
|
Reissuance of treasury stock
|
—
|
|
(24,634
|
)
|
Common shares issued under dividend reinvestment plan
|
8,073
|
|
—
|
|
Common shares issued under compensation plan for Boards of Directors
|
—
|
|
(5,769
|
)
|
Common shares issued under employee stock purchase plan
|
—
|
|
(5,703
|
)
|
Shares at June 30, 2017
|
18,945,490
|
|
701,382
|
|
(Dollars in thousands)
|
Unrealized Gain on Securities
|
Unrecognized Net Pension and Postretirement Costs
|
Unrealized Gain (Loss) on Cash Flow Hedge
|
Accumulated Other Comprehensive Income (Loss)
|
||||||||
Balance, December 31, 2016
|
$
|
581
|
|
$
|
(3,321
|
)
|
$
|
1,186
|
|
$
|
(1,554
|
)
|
Reclassification adjustments to net income:
|
|
|
|
|
|
|||||||
Realized gain on sale of securities, net of tax
|
(233
|
)
|
—
|
|
—
|
|
(233
|
)
|
||||
Other comprehensive income (loss), net of reclassifications and tax
|
3,695
|
|
31
|
|
(500
|
)
|
3,226
|
|
||||
Balance, June 30, 2017
|
$
|
4,043
|
|
$
|
(3,290
|
)
|
$
|
686
|
|
$
|
1,439
|
|
|
Pension Benefits
|
||||||||||||
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||
|
June 30,
|
|
June 30,
|
||||||||||
(Dollars in thousands)
|
2017
|
2016
|
|
2017
|
2016
|
||||||||
Interest cost
|
$
|
113
|
|
$
|
109
|
|
|
$
|
226
|
|
$
|
219
|
|
Expected return on plan assets
|
(139
|
)
|
(146
|
)
|
|
(277
|
)
|
(246
|
)
|
||||
Amortization of net loss
|
26
|
|
48
|
|
|
51
|
|
48
|
|
||||
Net periodic cost
|
$
|
—
|
|
$
|
11
|
|
|
$
|
—
|
|
$
|
21
|
|
|
Postretirement Benefits
|
||||||||||||
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||
|
June 30,
|
|
June 30,
|
||||||||||
(Dollars in thousands)
|
2017
|
2016
|
|
2017
|
2016
|
||||||||
Interest cost
|
$
|
1
|
|
$
|
1
|
|
|
$
|
2
|
|
$
|
2
|
|
Amortization of net loss
|
(2
|
)
|
(2
|
)
|
|
(4
|
)
|
(3
|
)
|
||||
Net periodic benefit cost
|
$
|
(1
|
)
|
$
|
(1
|
)
|
|
$
|
(2
|
)
|
$
|
(1
|
)
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||
|
June 30,
|
|
June 30,
|
||||||||||
(Dollars in thousands, except per share data)
|
2017
|
2016
|
|
2017
|
2016
|
||||||||
Distributed earnings allocated to common shareholders
|
$
|
3,609
|
|
$
|
2,877
|
|
|
$
|
7,213
|
|
$
|
5,592
|
|
Undistributed earnings allocated to common shareholders
|
6,100
|
|
5,050
|
|
|
11,262
|
|
10,297
|
|
||||
Net earnings allocated to common shareholders
|
$
|
9,709
|
|
$
|
7,927
|
|
|
$
|
18,475
|
|
$
|
15,889
|
|
|
|
|
|
|
|
||||||||
Weighted-average common shares outstanding
|
18,044,574
|
|
17,980,797
|
|
|
18,037,333
|
|
18,026,272
|
|
||||
Effect of potentially dilutive common shares
|
159,178
|
|
133,015
|
|
|
158,382
|
|
127,988
|
|
||||
Total weighted-average diluted common shares outstanding
|
18,203,752
|
|
18,113,812
|
|
|
18,195,715
|
|
18,154,260
|
|
||||
|
|
|
|
|
|
||||||||
Earnings per common share:
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.54
|
|
$
|
0.44
|
|
|
$
|
1.02
|
|
$
|
0.88
|
|
Diluted
|
$
|
0.53
|
|
$
|
0.44
|
|
|
$
|
1.02
|
|
$
|
0.88
|
|
|
|
|
|
|
|
||||||||
Anti-dilutive shares excluded from calculation:
|
|
|
|
|
|
||||||||
Restricted shares, stock options and stock appreciation rights
|
14
|
|
30,703
|
|
|
63
|
|
31,739
|
|
|
|
Number of Common Shares Subject to SARs
|
|
Weighted-
Average
Exercise
Price
|
|
Weighted-Average Remaining Contractual Life
|
|
Aggregate Intrinsic
Value
|
|||||
Outstanding at January 1
|
|
2,338
|
|
|
$
|
27.37
|
|
|
|
|
|
||
Exercised
|
|
2,024
|
|
|
27.93
|
|
|
|
|
|
|||
Outstanding at June 30
|
|
314
|
|
|
$
|
23.77
|
|
|
0.6 years
|
|
$
|
2,625
|
|
Exercisable at June 30
|
|
314
|
|
|
$
|
23.77
|
|
|
0.6 years
|
|
$
|
2,625
|
|
|
Time-Based Vesting
|
|
Performance-Based Vesting
|
||||||||
|
Number of Common Shares
|
Weighted-Average Grant Date Fair Value
|
|
Number of Common Shares
|
Weighted-Average Grant Date Fair Value
|
||||||
Outstanding at January 1
|
40,316
|
|
$
|
21.85
|
|
|
142,415
|
|
$
|
21.95
|
|
Awarded
|
7,550
|
|
31.36
|
|
|
61,457
|
|
32.42
|
|
||
Released
|
450
|
|
28.95
|
|
|
21,050
|
|
21.74
|
|
||
Forfeited
|
300
|
|
31.05
|
|
|
2,304
|
|
25.98
|
|
||
Outstanding at June 30
|
47,116
|
|
$
|
23.24
|
|
|
180,518
|
|
$
|
25.48
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||
|
June 30,
|
|
June 30,
|
||||||||||
(Dollars in thousands)
|
2017
|
2016
|
|
2017
|
2016
|
||||||||
Total stock-based compensation expense
|
$
|
443
|
|
$
|
324
|
|
|
$
|
1,011
|
|
$
|
663
|
|
Recognized tax benefit
|
(155
|
)
|
(113
|
)
|
|
(354
|
)
|
(232
|
)
|
||||
Net expense recognized
|
$
|
288
|
|
$
|
211
|
|
|
$
|
657
|
|
$
|
431
|
|
|
At or For the Three Months Ended
|
|
At or For the Six Months Ended
|
||||||||||
|
June 30,
|
|
June 30,
|
||||||||||
|
2017
|
2016
|
|
2017
|
2016
|
||||||||
PER COMMON SHARE DATA
|
|
|
|
|
|
||||||||
Earnings per common share – basic
|
$
|
0.54
|
|
$
|
0.44
|
|
|
$
|
1.02
|
|
0.88
|
|
|
Earnings per common share – diluted
|
0.53
|
|
0.44
|
|
|
1.02
|
|
0.88
|
|
||||
Cash dividends declared per common share
|
0.20
|
|
0.16
|
|
|
0.40
|
|
0.31
|
|
||||
Book value per common share (a)
|
24.69
|
|
24.07
|
|
|
24.69
|
|
24.07
|
|
||||
Tangible book value per common share (a)(b)
|
$
|
16.78
|
|
$
|
15.93
|
|
|
$
|
16.78
|
|
15.93
|
|
|
Weighted-average number of common shares outstanding – basic
|
18,044,574
|
|
17,980,797
|
|
|
18,037,333
|
|
18,026,272
|
|
||||
Weighted-average number of common shares outstanding – diluted
|
18,203,752
|
|
18,113,812
|
|
|
18,195,715
|
|
18,154,260
|
|
||||
Common shares outstanding at end of period
|
18,279,036
|
|
18,185,708
|
|
|
18,279,036
|
|
18,185,708
|
|
||||
Closing stock price at end of period
|
$
|
32.13
|
|
$
|
21.79
|
|
|
$
|
32.13
|
|
$
|
21.79
|
|
SIGNIFICANT RATIOS
|
|
|
|
|
|
||||||||
Return on average stockholders' equity (c)
|
8.76
|
%
|
7.45
|
%
|
|
8.45
|
%
|
7.52
|
%
|
||||
Return on average tangible stockholders' equity (c)(d)
|
13.71
|
%
|
12.31
|
%
|
|
13.34
|
%
|
12.50
|
%
|
||||
Return on average assets (c)
|
1.12
|
%
|
0.97
|
%
|
|
1.08
|
%
|
0.98
|
%
|
||||
Average stockholders' equity to average assets
|
12.82
|
%
|
13.01
|
%
|
|
12.78
|
%
|
12.98
|
%
|
||||
Average loans to average deposits
|
85.08
|
%
|
82.25
|
%
|
|
85.78
|
%
|
79.61
|
%
|
||||
Net interest margin (c)(e)
|
3.62
|
%
|
3.57
|
%
|
|
3.58
|
%
|
3.55
|
%
|
||||
Efficiency ratio (f)
|
61.19
|
%
|
65.08
|
%
|
|
63.01
|
%
|
64.67
|
%
|
||||
Pre-provision net revenue to total average assets (c)(g)
|
1.72
|
%
|
1.48
|
%
|
|
1.63
|
%
|
1.51
|
%
|
||||
Dividend payout ratio
|
37.32
|
%
|
36.47
|
%
|
|
39.19
|
%
|
35.42
|
%
|
||||
Investment securities as percentage of total assets (a)
|
24.98
|
%
|
25.66
|
%
|
|
24.98
|
%
|
25.66
|
%
|
||||
ASSET QUALITY RATIOS
|
|
|
|
|
|
||||||||
Nonperforming loans as a percent of total loans (a)(h)
|
0.85
|
%
|
1.01
|
%
|
|
0.85
|
%
|
1.01
|
%
|
||||
Nonperforming assets as a percent of total assets (a)(h)
|
0.57
|
%
|
0.66
|
%
|
|
0.57
|
%
|
0.66
|
%
|
||||
Nonperforming assets as a percent of total loans and other real estate owned ("OREO") (a)(h)
|
0.88
|
%
|
1.04
|
%
|
|
0.88
|
%
|
1.04
|
%
|
||||
Criticized loans as a percent of total loans (a)(i)
|
4.86
|
%
|
5.01
|
%
|
|
4.86
|
%
|
5.01
|
%
|
||||
Classified loans as a percent of total loans (a)(j)
|
2.31
|
%
|
2.43
|
%
|
|
2.31
|
%
|
2.43
|
%
|
||||
Allowance for loan losses as a percent of total loans (a)
|
0.82
|
%
|
0.84
|
%
|
|
0.82
|
%
|
0.84
|
%
|
||||
Allowance for loan losses as a percent of nonperforming loans (a)(h)
|
96.47
|
%
|
83.16
|
%
|
|
96.47
|
%
|
83.16
|
%
|
||||
Provision for loan losses as a percent of average total loans
|
0.17
|
%
|
0.14
|
%
|
|
0.14
|
%
|
0.16
|
%
|
||||
Net charge-offs as a percentage of average total loans (c)
|
0.11
|
%
|
0.03
|
%
|
|
0.11
|
%
|
0.06
|
%
|
||||
CAPITAL RATIOS (a)
|
|
|
|
|
|
|
|||||||
Common Equity Tier 1 (k)
|
13.18
|
%
|
13.03
|
%
|
|
13.18
|
%
|
13.03
|
%
|
||||
Tier 1
|
13.47
|
%
|
13.33
|
%
|
|
13.47
|
%
|
13.33
|
%
|
||||
Total (Tier 1 and Tier 2)
|
14.40
|
%
|
14.23
|
%
|
|
14.40
|
%
|
14.23
|
%
|
||||
Tier 1 leverage
|
9.72
|
%
|
9.56
|
%
|
|
9.72
|
%
|
9.56
|
%
|
||||
Tangible equity to tangible assets (b)
|
9.07
|
%
|
9.10
|
%
|
|
9.07
|
%
|
9.10
|
%
|
(a)
|
Data presented as of the end of the period indicated.
|
(b)
|
These amounts represent non-GAAP financial measures since they exclude goodwill and other intangible assets. Additional information regarding the calculation of these non-GAAP financial measures can be found under the caption “Capital/Stockholders’ Equity.”
|
(c)
|
Ratios are presented on an annualized basis.
|
(d)
|
These amounts represent non-GAAP financial measures since they exclude the after-tax impact of amortization of other intangible assets from earnings and exclude the balance sheet impact of goodwill and other intangible assets acquired through acquisitions on stockholders' equity.
Additional information regarding the calculation of these non-GAAP financial measures can be found under the caption “Return on Average Tangible Stockholders' Equity Ratio.”
|
(e)
|
Information presented on a fully tax-equivalent basis.
|
(f)
|
Total non-interest expense (less amortization of other intangible assets) as a percentage of fully tax-equivalent net interest income plus total non-interest income (excluding all gains and all losses). Additional information regarding the calculation of these non-GAAP financial measures can be found under the caption “Efficiency Ratio.”
|
(g)
|
These amounts represent non-GAAP financial measures since they exclude the provision for (recovery of) loan losses and all gains and losses included in earnings. Additional information regarding the calculation of these non-GAAP financial measures can be found under the caption “Pre-Provision Net Revenue.”
|
(h)
|
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.
|
(i)
|
Includes loans categorized as special mention, substandard or doubtful.
|
(j)
|
Includes loans categorized as substandard or doubtful.
|
(k)
|
Peoples' capital conservation buffer was
6.40%
at
June 30, 2017
and 6.23% at
June 30, 2016
, compared to 2.50% for the fully phased-in capital conservation buffer required by January 1, 2019.
|
(1)
|
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;
|
(2)
|
competitive pressures among financial institutions or from non-financial institutions which 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;
|
(3)
|
changes in the interest rate environment due to economic conditions and/or the fiscal policies of the United States ("U.S.") government and the Board of Governors of the Federal Reserve System (the "Federal Reserve Board"), which may adversely impact interest rates, interest margins, loan demand and interest rate sensitivity;
|
(4)
|
uncertainty regarding the nature, timing and effect of legislative or regulatory changes or actions, promulgated and to be promulgated by governmental and regulatory agencies in the State of Ohio, the Federal Deposit Insurance Corporation, the Federal Reserve Board and the Consumer Financial Protection Bureau, which may subject Peoples, its subsidiaries, or one or more acquired companies to a variety of new and more stringent legal and regulatory requirements which adversely affect their respective businesses, including in particular the rules and regulations promulgated and to be promulgated under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, and the Basel III regulatory capital reform;
|
(5)
|
changes in policy and other regulatory and legal developments accompanying the current presidential administration and uncertainty or speculation pending the enactment of such changes;
|
(6)
|
Peoples' ability to leverage the core banking system upgrade that occurred in the fourth quarter of 2016(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 upgrade;
|
(7)
|
local, regional, national and international economic conditions and the impact these conditions may have on Peoples, its customers and its counterparties, and Peoples' assessment of the impact, which may be different than anticipated;
|
(8)
|
Peoples' ability to integrate any future acquisitions which may be unsuccessful, or may be more difficult, time-consuming or costly than expected;
|
(9)
|
Peoples may issue equity securities in connection with future acquisitions, which could cause ownership and economic dilution to Peoples' current shareholders;
|
(10)
|
changes in prepayment speeds, loan originations, levels of nonperforming assets, delinquent loans and charge-offs, which may be less favorable than expected and adversely impact the amount of interest income generated;
|
(11)
|
adverse changes in the economic conditions and/or activities, including, but not limited to, continued economic uncertainty in the U.S., the European Union (including uncertainty surrounding the actions to be taken to implement the referendum by British voters to exit the European Union), Asia and other areas, which could decrease sales volumes, add volatility to the global stock markets and increase loan delinquencies and defaults;
|
(12)
|
deterioration in the credit quality of Peoples' loan portfolio, which may adversely impact the provision for loan losses;
|
(13)
|
changes in accounting standards, policies, estimates or procedures which may adversely affect Peoples' reported financial condition or results of operations;
|
(14)
|
Peoples' assumptions and estimates used in applying critical accounting policies, which may prove unreliable, inaccurate or not predictive of actual results;
|
(15)
|
adverse changes in the conditions and trends in the financial markets, including political developments, which may adversely affect the fair value of securities within Peoples' investment portfolio, the interest rate sensitivity of Peoples' consolidated balance sheet, and the income generated by Peoples' trust and investment activities;
|
(16)
|
Peoples' ability to receive dividends from its subsidiaries;
|
(17)
|
Peoples' ability to maintain required capital levels and adequate sources of funding and liquidity;
|
(18)
|
the impact of minimum capital thresholds established as a part of the implementation of Basel III;
|
(19)
|
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;
|
(20)
|
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;
|
(21)
|
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;
|
(22)
|
ability to anticipate and respond to technological changes which can impact Peoples' ability to respond to customer needs and meet competitive demands;
|
(23)
|
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;
|
(24)
|
the overall adequacy of Peoples' risk management program;
|
(25)
|
the impact on Peoples' businesses, as well as on the risks described above, of various domestic or international widespread natural or other disasters, pandemics, cyber attacks, civil unrest, military or terrorist activities or international conflicts;
|
(26)
|
significant changes in the tax laws, which may adversely affect the fair values of deferred tax assets and obligations of states and political subdivisions held in Peoples' investment securities portfolio; and
|
(27)
|
other risk factors relating to the banking industry or Peoples as detailed from time to time in Peoples’ reports filed with the Securities and Exchange Commission (the "SEC"), including those risk factors included in the disclosures under the heading "ITEM 1A. RISK FACTORS" of Peoples’ Annual Report on Form 10-K for the fiscal year ended December 31,
2016
("Peoples'
2016
Form 10-K").
|
◦
|
On March 31, 2017, Peoples closed four full-service bank branches. The closures included two Ohio offices located in Belpre and Wilmington, and two West Virginia offices located in Huntington and Point Pleasant. Peoples continues to evaluate the bank branch structure in an effort to optimize efficiency.
|
◦
|
On January 31, 2017, Peoples Insurance acquired a third-party insurance administration company with annual net revenue of $0.4 million located in Piketon, Ohio. The acquisition did not materially impact Peoples' financial position, results of operations or cash flows.
|
◦
|
On January 27, 2017, Peoples entered into two $10.0 million forward starting interest rate swaps, which will become effective in 2018 and mature between 2025 and 2027, with interest rates ranging from 2.47% to 2.53%. For additional information regarding Peoples' interest rate swaps, refer to Note 9. Financial Instruments with Off-Balance Sheet Risk of the Notes to the Unaudited Consolidated Financial Statements.
|
◦
|
In the fourth quarter of 2016, Peoples converted its core banking system (including ancillary systems as well as hardware, operating system, application software and data center locations). 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. The costs recorded in the fourth quarter, third quarter and second quarter of 2016 were $700,000, $423,000 and $90,000,
|
◦
|
During the fourth quarter of 2016, Peoples entered into two $5.0 million forward starting interest rate swaps, which become effective in 2018 and mature in 2022 and 2026, with interest rates of 1.56% and 1.83%. For additional information regarding Peoples' interest rate swaps, refer to Note 9. Financial Instruments with Off-Balance Sheet Risk of the Notes to the Unaudited Consolidated Financial Statements.
|
◦
|
During the second quarter of 2016, Peoples executed the following transactions to take advantage of the low interest rates:
|
▪
|
Peoples restructured $20.0 million of FHLB 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 three $10.0 million forward starting interest rate swaps, which become effective in 2018 and mature between 2023 and 2025, with interest rates ranging from 1.49% to 1.56%. These swaps locked in funding rates for $40.0 million in FHLB advances that mature in 2018, which have interest rates ranging from 3.65% to 3.92%. For additional information regarding Peoples' interest rate swaps, refer to Note 9. Financial Instruments with Off-Balance Sheet Risk of the Notes to the Unaudited Consolidated Financial Statements.
|
◦
|
On June 8, 2016, Peoples purchased an additional $35.0 million in bank owned life insurance ("BOLI"). The additional BOLI added $326,000 and $243,000 in non-interest income in the first and second quarters of 2017, compared to the first and second quarters of 2016, respectively.
|
◦
|
On March 4, 2016, Peoples entered into a Credit Agreement (the "RBJ Credit Agreement") with Raymond James, 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 then outstanding, paying off the $15 million revolving line of credit to Peoples pursuant to the U.S. Bank Loan Agreement; (ii) making acquisitions; (iii) making stock repurchases; (iv) working capital needs; and (v) other general corporate purposes. On March 4, 2016, Peoples paid 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.
|
◦
|
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 January 6, 2016, Peoples Bank acquired a small financial advisory book of business in Marietta, Ohio for total cash consideration of $0.5 million, and recorded $0.5 million of customer relationship intangibles. The acquisition did not materially impact Peoples' financial position, results of operations or cash flows.
|
◦
|
Peoples' net interest income and net interest margin are impacted by changes in market interest rates based upon actions taken by the Federal Reserve Board, either directly or through its Open Market Committee. These actions include changing its target Federal Funds Rate (the interest rate at which banks lend money to each other), Discount Rate (the interest rate charged to banks for money borrowed from a Federal Reserve Bank) and longer-term market interest rates (primarily U.S. Treasury securities). Interest rates also are affected by investor demand for U.S. Treasury securities. The resulting changes in the yield curve slope have a direct impact on reinvestment rates for Peoples' earning assets.
|
◦
|
The Federal Reserve Board raised the benchmark Federal funds rate by 25 basis points in December of 2016 and March and June of 2017. The likelihood of additional rate hikes in 2017 is declining as the rate of inflation is below the targeted levels. Furthermore, geopolitical tensions between the U.S. and North Korea, as well as in the Middle East, are potentially significant situations that could negatively impact financial markets. Corporate earnings, however, are expected to be strong for the 2nd consecutive quarter, a sign of an improving economy which could cause the Federal Reserve Board to continue its effort to tighten monetary policy later in the year. Peoples is closely monitoring interest rates, both foreign and domestic, and potential impacts of changes in interest rates to Peoples Bank’s operations.
|
|
For the Three Months Ended
|
|||||||||||||||||||||||||
|
June 30, 2017
|
|
March 31, 2017
|
|
June 30, 2016
|
|||||||||||||||||||||
(
Dollars in thousands)
|
Average Balance
|
Income/ Expense
|
Yield/Cost
|
|
Average Balance
|
Income/ Expense
|
Yield/Cost
|
|
Average Balance
|
Income/ Expense
|
Yield/Cost
|
|||||||||||||||
Short-term investments
|
$
|
12,275
|
|
$
|
26
|
|
0.85
|
%
|
|
$
|
7,415
|
|
$
|
15
|
|
0.82
|
%
|
|
$
|
9,073
|
|
$
|
11
|
|
0.49
|
%
|
Investment Securities (a):
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Taxable
|
768,495
|
|
5,002
|
|
2.60
|
%
|
|
748,835
|
|
4,754
|
|
2.54
|
%
|
|
765,153
|
|
4,783
|
|
2.50
|
%
|
||||||
Nontaxable (b)
|
111,003
|
|
1,172
|
|
4.22
|
%
|
|
113,779
|
|
1,222
|
|
4.30
|
%
|
|
111,893
|
|
1,201
|
|
4.29
|
%
|
||||||
Total investment securities
|
879,498
|
|
6,174
|
|
2.81
|
%
|
|
862,614
|
|
5,976
|
|
2.77
|
%
|
|
877,046
|
|
5,984
|
|
2.73
|
%
|
||||||
Loans (b)(c):
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Commercial real estate, construction
|
107,224
|
|
1,158
|
|
4.27
|
%
|
|
94,215
|
|
993
|
|
4.22
|
%
|
|
91,510
|
|
871
|
|
3.77
|
%
|
||||||
Commercial real estate, other
|
735,915
|
|
8,892
|
|
4.78
|
%
|
|
734,442
|
|
8,423
|
|
4.59
|
%
|
|
721,714
|
|
8,341
|
|
4.57
|
%
|
||||||
Commercial and industrial
|
433,277
|
|
4,858
|
|
4.44
|
%
|
|
433,068
|
|
4,545
|
|
4.20
|
%
|
|
373,220
|
|
4,017
|
|
4.26
|
%
|
||||||
Residential real estate (d)
|
520,863
|
|
5,564
|
|
4.27
|
%
|
|
531,457
|
|
5,769
|
|
4.34
|
%
|
|
562,565
|
|
6,106
|
|
4.34
|
%
|
||||||
Home equity lines of credit
|
111,185
|
|
1,233
|
|
4.45
|
%
|
|
111,112
|
|
1,159
|
|
4.23
|
%
|
|
107,919
|
|
1,203
|
|
4.48
|
%
|
||||||
Consumer, indirect
|
293,917
|
|
2,570
|
|
3.51
|
%
|
|
269,821
|
|
2,232
|
|
3.35
|
%
|
|
194,642
|
|
1,824
|
|
3.77
|
%
|
||||||
Consumer, other
|
69,329
|
|
1,229
|
|
7.11
|
%
|
|
70,206
|
|
1,218
|
|
7.04
|
%
|
|
70,430
|
|
1,066
|
|
6.09
|
%
|
||||||
Total loans
|
2,271,710
|
|
25,504
|
|
4.46
|
%
|
|
2,244,321
|
|
24,339
|
|
4.35
|
%
|
|
2,122,000
|
|
23,428
|
|
4.39
|
%
|
||||||
Less: Allowance for loan losses
|
(18,554
|
)
|
|
|
|
(18,585
|
)
|
|
|
|
(17,362
|
)
|
|
|
||||||||||||
Net loans
|
2,253,156
|
|
25,504
|
|
4.50
|
%
|
|
2,225,736
|
|
24,339
|
|
4.39
|
%
|
|
2,104,638
|
|
23,428
|
|
4.43
|
%
|
||||||
Total earning assets
|
3,144,929
|
|
31,704
|
|
4.01
|
%
|
|
3,095,765
|
|
30,330
|
|
3.93
|
%
|
|
2,990,757
|
|
29,423
|
|
3.92
|
%
|
||||||
Intangible assets
|
145,052
|
|
|
|
|
145,546
|
|
|
|
|
148,464
|
|
|
|
||||||||||||
Other assets
|
199,720
|
|
|
|
|
205,040
|
|
|
|
|
167,435
|
|
|
|
||||||||||||
Total assets
|
$
|
3,489,701
|
|
|
|
|
$
|
3,446,351
|
|
|
|
|
$
|
3,306,656
|
|
|
|
|||||||||
Deposits:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Savings accounts
|
$
|
444,824
|
|
$
|
61
|
|
0.06
|
%
|
|
$
|
439,206
|
|
$
|
59
|
|
0.05
|
%
|
|
$
|
438,368
|
|
$
|
58
|
|
0.05
|
%
|
Governmental deposit accounts
|
301,448
|
|
168
|
|
0.22
|
%
|
|
283,605
|
|
131
|
|
0.19
|
%
|
|
302,852
|
|
146
|
|
0.19
|
%
|
||||||
Interest-bearing demand accounts
|
295,080
|
|
98
|
|
0.13
|
%
|
|
286,487
|
|
78
|
|
0.11
|
%
|
|
251,773
|
|
46
|
|
0.07
|
%
|
||||||
Money market accounts
|
393,807
|
|
197
|
|
0.20
|
%
|
|
398,839
|
|
187
|
|
0.19
|
%
|
|
400,286
|
|
165
|
|
0.17
|
%
|
||||||
Brokered deposits
|
110,160
|
|
459
|
|
1.67
|
%
|
|
84,929
|
|
306
|
|
1.46
|
%
|
|
42,934
|
|
321
|
|
3.01
|
%
|
||||||
Retail certificates of deposit
|
355,256
|
|
746
|
|
0.84
|
%
|
|
342,837
|
|
726
|
|
0.86
|
%
|
|
417,683
|
|
767
|
|
0.74
|
%
|
||||||
Total interest-bearing deposits
|
1,900,575
|
|
1,729
|
|
0.36
|
%
|
|
1,835,903
|
|
1,487
|
|
0.33
|
%
|
|
1,853,896
|
|
1,503
|
|
0.33
|
%
|
||||||
Borrowed Funds:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Short-term FHLB advances
|
83,352
|
|
201
|
|
0.96
|
%
|
|
134,411
|
|
221
|
|
0.67
|
%
|
|
71,165
|
|
75
|
|
0.42
|
%
|
||||||
Retail repurchase agreements
|
76,153
|
|
32
|
|
0.17
|
%
|
|
70,885
|
|
30
|
|
0.17
|
%
|
|
71,723
|
|
30
|
|
0.17
|
%
|
||||||
Total short-term borrowings
|
159,505
|
|
233
|
|
0.58
|
%
|
|
205,296
|
|
251
|
|
0.50
|
%
|
|
142,888
|
|
105
|
|
0.29
|
%
|
||||||
Long-term FHLB advances
|
131,179
|
|
690
|
|
2.11
|
%
|
|
125,154
|
|
661
|
|
2.14
|
%
|
|
71,686
|
|
534
|
|
3.00
|
%
|
||||||
Wholesale repurchase agreements
|
40,000
|
|
367
|
|
3.67
|
%
|
|
40,000
|
|
363
|
|
3.63
|
%
|
|
40,000
|
|
367
|
|
3.67
|
%
|
||||||
Other borrowings
|
6,952
|
|
99
|
|
5.70
|
%
|
|
6,899
|
|
110
|
|
6.38
|
%
|
|
6,741
|
|
104
|
|
6.10
|
%
|
||||||
Total long-term borrowings
|
178,131
|
|
1,156
|
|
2.60
|
%
|
|
172,053
|
|
1,134
|
|
2.66
|
%
|
|
118,427
|
|
1,005
|
|
3.40
|
%
|
||||||
Total borrowed funds
|
337,636
|
|
1,389
|
|
1.65
|
%
|
|
377,349
|
|
1,385
|
|
1.48
|
%
|
|
261,315
|
|
1,110
|
|
1.70
|
%
|
||||||
Total interest-bearing liabilities
|
2,238,211
|
|
3,118
|
|
0.56
|
%
|
|
2,213,252
|
|
2,872
|
|
0.53
|
%
|
|
2,115,211
|
|
2,613
|
|
0.50
|
%
|
||||||
Non-interest-bearing deposits
|
769,406
|
|
|
|
|
758,446
|
|
|
|
|
726,066
|
|
|
|
||||||||||||
Other liabilities
|
34,685
|
|
|
|
|
|
35,663
|
|
|
|
|
|
35,307
|
|
|
|
|
|||||||||
Total liabilities
|
3,042,302
|
|
|
|
|
3,007,361
|
|
|
|
|
2,876,584
|
|
|
|
||||||||||||
Total stockholders’ equity
|
447,399
|
|
|
|
|
|
438,990
|
|
|
|
|
|
430,072
|
|
|
|
|
|||||||||
Total liabilities and stockholders’ equity
|
$
|
3,489,701
|
|
|
|
|
|
$
|
3,446,351
|
|
|
|
|
|
$
|
3,306,656
|
|
|
|
|
||||||
Interest rate spread (b)
|
|
$
|
28,586
|
|
3.45
|
%
|
|
|
$
|
27,458
|
|
3.40
|
%
|
|
|
$
|
26,810
|
|
3.42
|
%
|
||||||
Net interest margin (b)
|
3.62
|
%
|
|
|
|
3.55
|
%
|
|
|
|
3.57
|
%
|
|
|
|
|
|
|
|
|
||||||||||
|
For the Six Months Ended
|
||||||||||||||||
|
June 30, 2017
|
|
June 30, 2016
|
||||||||||||||
(
Dollars in thousands)
|
Average Balance
|
Income/ Expense
|
Yield/Cost
|
|
Average Balance
|
Income/ Expense
|
Yield/Cost
|
||||||||||
Short-term investments
|
$
|
9,859
|
|
$
|
41
|
|
0.84
|
%
|
|
$
|
10,754
|
|
$
|
27
|
|
0.50
|
%
|
Investment Securities (a):
|
|
|
|
|
|
|
|
||||||||||
Taxable
|
758,719
|
|
9,756
|
|
2.57
|
%
|
|
764,145
|
|
9,510
|
|
2.49
|
%
|
||||
Nontaxable (b)
|
112,384
|
|
2,394
|
|
4.26
|
%
|
|
112,200
|
|
2,402
|
|
4.28
|
%
|
||||
Total investment securities
|
871,103
|
|
12,150
|
|
2.79
|
%
|
|
876,345
|
|
11,912
|
|
2.72
|
%
|
||||
Loans (b) (c):
|
|
|
|
|
|
|
|
||||||||||
Commercial real estate, construction
|
100,755
|
|
2,151
|
|
4.25
|
%
|
|
85,856
|
|
1,652
|
|
3.81
|
%
|
||||
Commercial real estate, other
|
735,182
|
|
17,315
|
|
4.68
|
%
|
|
728,875
|
|
16,833
|
|
4.57
|
%
|
||||
Commercial and industrial
|
433,173
|
|
9,403
|
|
4.32
|
%
|
|
364,797
|
|
7,711
|
|
4.18
|
%
|
||||
Residential real estate (d)
|
526,131
|
|
11,333
|
|
4.31
|
%
|
|
564,039
|
|
12,271
|
|
4.35
|
%
|
||||
Home equity lines of credit
|
111,149
|
|
2,392
|
|
4.34
|
%
|
|
107,444
|
|
2,393
|
|
4.48
|
%
|
||||
Consumer, indirect
|
281,935
|
|
4,802
|
|
3.43
|
%
|
|
184,136
|
|
3,458
|
|
3.78
|
%
|
||||
Consumer, other
|
69,766
|
|
2,447
|
|
7.07
|
%
|
|
71,722
|
|
2,117
|
|
5.97
|
%
|
||||
Total loans
|
2,258,091
|
|
49,843
|
|
4.42
|
%
|
|
2,106,869
|
|
46,435
|
|
4.41
|
%
|
||||
Less: Allowance for loan losses
|
(18,570
|
)
|
|
|
|
(17,103
|
)
|
|
|
||||||||
Net loans
|
2,239,521
|
|
49,843
|
|
4.44
|
%
|
|
2,089,766
|
|
46,435
|
|
4.42
|
%
|
||||
Total earning assets
|
3,120,483
|
|
62,034
|
|
3.97
|
%
|
|
2,976,865
|
|
58,374
|
|
3.90
|
%
|
||||
Intangible assets
|
145,298
|
|
|
|
|
148,996
|
|
|
|
||||||||
Other assets
|
202,365
|
|
|
|
|
162,608
|
|
|
|
||||||||
Total assets
|
$
|
3,468,146
|
|
|
|
|
$
|
3,288,469
|
|
|
|
||||||
Deposits:
|
|
|
|
|
|
|
|
||||||||||
Savings accounts
|
$
|
442,030
|
|
$
|
120
|
|
0.05
|
%
|
|
$
|
430,082
|
|
$
|
114
|
|
0.05
|
%
|
Governmental deposit accounts
|
292,576
|
|
299
|
|
0.21
|
%
|
|
300,769
|
|
293
|
|
0.20
|
%
|
||||
Interest-bearing demand accounts
|
290,807
|
|
176
|
|
0.12
|
%
|
|
251,557
|
|
91
|
|
0.07
|
%
|
||||
Money market accounts
|
396,309
|
|
384
|
|
0.20
|
%
|
|
399,401
|
|
326
|
|
0.16
|
%
|
||||
Brokered deposits
|
74,967
|
|
764
|
|
2.06
|
%
|
|
46,928
|
|
687
|
|
2.94
|
%
|
||||
Retail certificates of deposit
|
371,728
|
|
1,473
|
|
0.80
|
%
|
|
427,429
|
|
1,593
|
|
0.75
|
%
|
||||
Total interest-bearing deposits
|
1,868,417
|
|
3,216
|
|
0.35
|
%
|
|
1,856,166
|
|
3,104
|
|
0.34
|
%
|
||||
Borrowed Funds:
|
|
|
|
|
|
|
|
||||||||||
Short-term FHLB advances
|
108,740
|
|
422
|
|
0.78
|
%
|
|
64,560
|
|
129
|
|
0.40
|
%
|
||||
Retail repurchase agreements
|
73,534
|
|
62
|
|
0.17
|
%
|
|
74,728
|
|
63
|
|
0.17
|
%
|
||||
Total short-term borrowings
|
182,274
|
|
484
|
|
0.53
|
%
|
|
139,288
|
|
192
|
|
0.28
|
%
|
||||
Long-term FHLB advances
|
128,183
|
|
1,352
|
|
2.13
|
%
|
|
69,159
|
|
1,059
|
|
3.08
|
%
|
||||
Wholesale repurchase agreements
|
40,000
|
|
729
|
|
3.65
|
%
|
|
40,000
|
|
733
|
|
3.67
|
%
|
||||
Other borrowings
|
6,925
|
|
209
|
|
6.04
|
%
|
|
6,740
|
|
201
|
|
5.90
|
%
|
||||
Total long-term borrowings
|
175,108
|
|
2,290
|
|
2.63
|
%
|
|
115,899
|
|
1,993
|
|
3.45
|
%
|
||||
Total borrowed funds
|
357,382
|
|
2,774
|
|
1.56
|
%
|
|
255,187
|
|
2,185
|
|
1.72
|
%
|
||||
Total interest-bearing liabilities
|
2,225,799
|
|
5,990
|
|
0.54
|
%
|
|
2,111,353
|
|
5,289
|
|
0.50
|
%
|
||||
Non-interest-bearing deposits
|
763,956
|
|
|
|
|
718,181
|
|
|
|
||||||||
Other liabilities
|
35,173
|
|
|
|
|
|
32,127
|
|
|
|
|
||||||
Total liabilities
|
3,024,928
|
|
|
|
|
2,861,661
|
|
|
|
|
|
||||||
Total stockholders’ equity
|
443,218
|
|
|
|
|
|
426,808
|
|
|
|
|
||||||
Total liabilities and stockholders’ equity
|
$
|
3,468,146
|
|
|
|
|
|
$
|
3,288,469
|
|
|
|
|
||||
Interest rate spread (b)
|
|
$
|
56,044
|
|
3.43
|
%
|
|
|
$
|
53,085
|
|
3.40
|
%
|
||||
Net interest margin (b)
|
|
|
3.58
|
%
|
|
|
|
3.55
|
%
|
(a)
|
Average balances are based on carrying value.
|
(b)
|
Interest income and yields are presented on a fully tax-equivalent basis using a 35% federal tax rate.
|
(c)
|
Average balances include nonaccrual, impaired loans and loans held for sale. 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.
|
|
|
|
|
|
|
|
|
Six Months Ended
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
June 30, 2017
|
||||||||||||||||||||
|
Three Months Ended June 30, 2017 Compared to
|
Compared to
|
||||||||||||||||||||||||||
(Dollars in thousands)
|
March 31, 2017
|
|
June 30, 2016
|
June 30, 2016
|
||||||||||||||||||||||||
Increase (decrease) in:
|
Rate
|
Volume
|
Total
(1)
|
|
Rate
|
Volume
|
Total
(1)
|
Rate
|
Volume
|
Total
(1)
|
||||||||||||||||||
INTEREST INCOME:
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Short-term investments
|
$
|
—
|
|
$
|
11
|
|
$
|
11
|
|
|
$
|
11
|
|
$
|
4
|
|
$
|
15
|
|
$
|
20
|
|
$
|
(6
|
)
|
$
|
14
|
|
Investment Securities (2):
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Taxable
|
121
|
|
127
|
|
248
|
|
|
198
|
|
21
|
|
219
|
|
425
|
|
(179
|
)
|
246
|
|
|||||||||
Nontaxable
|
(21
|
)
|
(29
|
)
|
(50
|
)
|
|
(19
|
)
|
(10
|
)
|
(29
|
)
|
(18
|
)
|
10
|
|
(8
|
)
|
|||||||||
Total investment income
|
100
|
|
98
|
|
198
|
|
|
179
|
|
11
|
|
190
|
|
407
|
|
(169
|
)
|
238
|
|
|||||||||
Loans (2)
:
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Commercial real estate, construction
|
14
|
|
151
|
|
165
|
|
|
126
|
|
161
|
|
287
|
|
200
|
|
299
|
|
499
|
|
|||||||||
Commercial real estate, other
|
448
|
|
21
|
|
469
|
|
|
385
|
|
166
|
|
551
|
|
360
|
|
122
|
|
482
|
|
|||||||||
Commercial and industrial
|
310
|
|
3
|
|
313
|
|
|
173
|
|
668
|
|
841
|
|
251
|
|
1,441
|
|
1,692
|
|
|||||||||
Residential real estate
|
(91
|
)
|
(114
|
)
|
(205
|
)
|
|
(95
|
)
|
(447
|
)
|
(542
|
)
|
(120
|
)
|
(818
|
)
|
(938
|
)
|
|||||||||
Home equity lines of credit
|
73
|
|
1
|
|
74
|
|
|
(54
|
)
|
84
|
|
30
|
|
(158
|
)
|
157
|
|
(1
|
)
|
|||||||||
Consumer, indirect
|
114
|
|
224
|
|
338
|
|
|
(808
|
)
|
1,554
|
|
746
|
|
(881
|
)
|
2,225
|
|
1,344
|
|
|||||||||
Consumer, other
|
62
|
|
(51
|
)
|
11
|
|
|
271
|
|
(108
|
)
|
163
|
|
491
|
|
(161
|
)
|
330
|
|
|||||||||
Total loan income
|
930
|
|
235
|
|
1,165
|
|
|
(2
|
)
|
2,078
|
|
2,076
|
|
143
|
|
3,265
|
|
3,408
|
|
|||||||||
Total interest income
|
1,030
|
|
344
|
|
1,374
|
|
|
188
|
|
2,093
|
|
2,281
|
|
570
|
|
3,090
|
|
3,660
|
|
|||||||||
INTEREST EXPENSE:
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Deposits:
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Savings accounts
|
1
|
|
1
|
|
2
|
|
|
2
|
|
1
|
|
3
|
|
3
|
|
3
|
|
6
|
|
|||||||||
Government deposit accounts
|
28
|
|
9
|
|
37
|
|
|
27
|
|
(5
|
)
|
22
|
|
25
|
|
(19
|
)
|
6
|
|
|||||||||
Interest-bearing demand accounts
|
17
|
|
3
|
|
20
|
|
|
43
|
|
9
|
|
52
|
|
70
|
|
15
|
|
85
|
|
|||||||||
Money market accounts
|
24
|
|
(14
|
)
|
10
|
|
|
50
|
|
(18
|
)
|
32
|
|
65
|
|
(7
|
)
|
58
|
|
|||||||||
Brokered certificates of deposit
|
51
|
|
102
|
|
153
|
|
|
(863
|
)
|
1,001
|
|
138
|
|
(528
|
)
|
605
|
|
77
|
|
|||||||||
Retail certificates of deposit
|
(70
|
)
|
90
|
|
20
|
|
|
434
|
|
(455
|
)
|
(21
|
)
|
239
|
|
(359
|
)
|
(120
|
)
|
|||||||||
Total deposit cost
|
51
|
|
191
|
|
242
|
|
|
(307
|
)
|
533
|
|
226
|
|
(126
|
)
|
238
|
|
112
|
|
|||||||||
Borrowed funds:
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Short-term borrowings
|
353
|
|
(371
|
)
|
(18
|
)
|
|
110
|
|
18
|
|
128
|
|
(26
|
)
|
318
|
|
292
|
|
|||||||||
Long-term borrowings
|
(63
|
)
|
85
|
|
22
|
|
|
(748
|
)
|
899
|
|
151
|
|
(750
|
)
|
1,047
|
|
297
|
|
|||||||||
Total borrowed funds cost
|
290
|
|
(286
|
)
|
4
|
|
|
(638
|
)
|
917
|
|
279
|
|
(776
|
)
|
1,365
|
|
589
|
|
|||||||||
Total interest expense
|
341
|
|
(95
|
)
|
246
|
|
|
(945
|
)
|
1,450
|
|
505
|
|
(902
|
)
|
1,603
|
|
701
|
|
|||||||||
Net interest income
|
$
|
689
|
|
$
|
439
|
|
$
|
1,128
|
|
|
$
|
1,133
|
|
$
|
643
|
|
$
|
1,776
|
|
$
|
1,472
|
|
$
|
1,487
|
|
$
|
2,959
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|||||||||||||
|
June 30,
2017 |
March 31,
2017 |
June 30,
2016 |
|
June 30,
|
|||||||||||
(Dollars in thousands)
|
|
2017
|
2016
|
|||||||||||||
Net interest income, as reported
|
$
|
28,090
|
|
$
|
26,945
|
|
$
|
26,308
|
|
|
$
|
55,035
|
|
$
|
52,075
|
|
Taxable equivalent adjustments
|
496
|
|
513
|
|
502
|
|
|
1,009
|
|
1,010
|
|
|||||
Fully tax-equivalent net interest income
|
$
|
28,586
|
|
$
|
27,458
|
|
$
|
26,810
|
|
|
$
|
56,044
|
|
$
|
53,085
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|||||||||||||
|
June 30,
2017 |
March 31,
2017 |
June 30,
2016 |
|
June 30,
|
|||||||||||
(Dollars in thousands)
|
|
2017
|
2016
|
|||||||||||||
Loan losses
|
$
|
850
|
|
$
|
400
|
|
$
|
575
|
|
|
1,250
|
|
1,433
|
|
||
Checking account overdrafts
|
97
|
|
224
|
|
152
|
|
|
$
|
321
|
|
$
|
249
|
|
|||
Provision for loan losses
|
$
|
947
|
|
$
|
624
|
|
$
|
727
|
|
|
$
|
1,571
|
|
$
|
1,682
|
|
As a percentage of average total loans (a)
|
0.17
|
%
|
0.11
|
%
|
0.14
|
%
|
|
0.14
|
%
|
0.16
|
%
|
|||||
(a) Presented on an annualized basis
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|||||||||||||
|
June 30,
2017 |
March 31,
2017 |
June 30,
2016 |
|
June 30,
|
|||||||||||
(Dollars in thousands)
|
|
2017
|
2016
|
|||||||||||||
Net gain (loss) on bank premises and equipment
|
$
|
133
|
|
$
|
(3
|
)
|
$
|
(97
|
)
|
|
$
|
130
|
|
$
|
(127
|
)
|
Net loss on other real estate owned ("OREO")
|
(24
|
)
|
—
|
|
—
|
|
|
(24
|
)
|
(1
|
)
|
|||||
Net loss on debt extinguishment
|
—
|
|
—
|
|
(707
|
)
|
|
—
|
|
(707
|
)
|
|||||
Net gain on other transactions
|
—
|
|
—
|
|
35
|
|
|
—
|
|
35
|
|
|||||
Net gain (loss) on asset disposals and other transactions
|
$
|
109
|
|
$
|
(3
|
)
|
$
|
(769
|
)
|
|
$
|
106
|
|
$
|
(800
|
)
|
|
Three Months Ended
|
|
Six Months Ended
|
|||||||||||||
|
June 30,
2017 |
March 31,
2017 |
June 30,
2016 |
|
June 30,
|
|||||||||||
(Dollars in thousands)
|
|
2017
|
2016
|
|||||||||||||
Property and casualty insurance commissions
|
$
|
2,753
|
|
$
|
2,242
|
|
$
|
2,672
|
|
|
$
|
4,995
|
|
$
|
5,120
|
|
Performance-based commissions
|
2
|
|
1,306
|
|
49
|
|
|
1,308
|
|
1,629
|
|
|||||
Life and health insurance commissions
|
467
|
|
410
|
|
479
|
|
|
877
|
|
898
|
|
|||||
Credit life and A&H insurance commissions
|
17
|
|
8
|
|
9
|
|
|
25
|
|
18
|
|
|||||
Other fees and charges
|
175
|
|
136
|
|
90
|
|
|
311
|
|
132
|
|
|||||
Insurance income
|
$
|
3,414
|
|
$
|
4,102
|
|
$
|
3,299
|
|
|
$
|
7,516
|
|
$
|
7,797
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|||||||||||||
|
June 30,
2017 |
March 31,
2017 |
June 30,
2016 |
|
June 30,
|
|||||||||||
(Dollars in thousands)
|
|
2017
|
2016
|
|||||||||||||
Fiduciary
|
$
|
2,093
|
|
$
|
1,873
|
|
$
|
1,989
|
|
|
$
|
3,966
|
|
$
|
3,650
|
|
Brokerage
|
884
|
|
809
|
|
787
|
|
|
1,693
|
|
1,508
|
|
|||||
Trust and investment income
|
$
|
2,977
|
|
$
|
2,682
|
|
$
|
2,776
|
|
|
$
|
5,659
|
|
$
|
5,158
|
|
|
June 30,
2017 |
March 31,
2017 |
December 31,
2016 |
September 30,
2016 |
June 30,
2016 |
||||||||||
(Dollars in thousands)
|
|||||||||||||||
Trust assets under administration and management
|
$
|
1,393,435
|
|
$
|
1,362,243
|
|
$
|
1,301,509
|
|
$
|
1,292,044
|
|
$
|
1,280,004
|
|
Brokerage assets under administration and management
|
836,192
|
|
805,361
|
|
777,771
|
|
754,168
|
|
729,519
|
|
|||||
Total assets under administration and management
|
$
|
2,229,627
|
|
$
|
2,167,604
|
|
$
|
2,079,280
|
|
$
|
2,046,212
|
|
$
|
2,009,523
|
|
Quarterly average
|
$
|
2,199,162
|
|
$
|
2,122,036
|
|
$
|
2,053,121
|
|
$
|
2,031,378
|
|
$
|
1,992,856
|
|
|
Three Months Ended
|
Six Months Ended
|
|||||||||||||
|
June 30,
2017 |
March 31,
2017 |
June 30,
2016 |
June 30,
|
|||||||||||
(Dollars in thousands)
|
2017
|
2016
|
|||||||||||||
Overdraft and non-sufficient funds fees
|
$
|
1,642
|
|
$
|
1,614
|
|
$
|
1,895
|
|
$
|
3,256
|
|
$
|
3,701
|
|
Account maintenance fees
|
545
|
|
536
|
|
585
|
|
1,081
|
|
1,146
|
|
|||||
Other fees and charges
|
107
|
|
279
|
|
83
|
|
386
|
|
319
|
|
|||||
Deposit account service charges
|
$
|
2,294
|
|
$
|
2,429
|
|
$
|
2,563
|
|
$
|
4,723
|
|
$
|
5,166
|
|
|
Three Months Ended
|
Six Months Ended
|
|||||||||||||
|
June 30,
2017 |
March 31,
2017 |
June 30,
2016 |
June 30,
|
|||||||||||
(Dollars in thousands)
|
2017
|
2016
|
|||||||||||||
Base salaries and wages
|
$
|
9,750
|
|
$
|
10,067
|
|
$
|
9,820
|
|
$
|
19,817
|
|
$
|
19,657
|
|
Sales-based and incentive compensation
|
2,878
|
|
2,099
|
|
2,006
|
|
4,977
|
|
3,809
|
|
|||||
Employee benefits
|
1,509
|
|
1,927
|
|
1,347
|
|
3,436
|
|
2,895
|
|
|||||
Stock-based compensation
|
443
|
|
568
|
|
325
|
|
1,011
|
|
663
|
|
|||||
Deferred personnel costs
|
(447
|
)
|
(360
|
)
|
(519
|
)
|
(807
|
)
|
(944
|
)
|
|||||
Payroll taxes and other employment costs
|
916
|
|
1,195
|
|
993
|
|
2,111
|
|
2,217
|
|
|||||
Salaries and employee benefit costs
|
$
|
15,049
|
|
$
|
15,496
|
|
$
|
13,972
|
|
$
|
30,545
|
|
$
|
28,297
|
|
Full-time equivalent employees:
|
|
|
|
|
|
|
|||||||||
Actual at end of period
|
775
|
|
776
|
|
803
|
|
775
|
|
803
|
|
|||||
Average during the period
|
774
|
|
780
|
|
813
|
|
777
|
|
814
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|||||||||||||
|
June 30,
2017 |
March 31,
2017 |
June 30,
2016 |
|
June 30,
|
|||||||||||
(Dollars in thousands)
|
|
2017
|
2016
|
|||||||||||||
Depreciation
|
$
|
1,200
|
|
$
|
1,243
|
|
$
|
1,197
|
|
|
$
|
2,443
|
|
$
|
2,436
|
|
Repairs and maintenance costs
|
682
|
|
672
|
|
574
|
|
|
1,354
|
|
1,225
|
|
|||||
Net rent expense
|
205
|
|
219
|
|
239
|
|
|
424
|
|
468
|
|
|||||
Property taxes, utilities and other costs
|
561
|
|
579
|
|
571
|
|
|
1,140
|
|
1,258
|
|
|||||
Net occupancy and equipment expense
|
$
|
2,648
|
|
$
|
2,713
|
|
$
|
2,581
|
|
|
$
|
5,361
|
|
$
|
5,387
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|||||||||||||
|
June 30,
2017 |
March 31,
2017 |
June 30,
2016 |
|
June 30,
|
|||||||||||
(Dollars in thousands)
|
|
2017
|
2016
|
|||||||||||||
Pre-Provision Net Revenue:
|
|
|
|
|
|
|
||||||||||
Income before income taxes
|
$
|
14,180
|
|
$
|
12,661
|
|
$
|
11,441
|
|
|
$
|
26,841
|
|
$
|
23,090
|
|
Add: provision for loan losses
|
947
|
|
624
|
|
727
|
|
|
1,571
|
|
1,682
|
|
|||||
Add: loss on debt extinguishment
|
—
|
|
—
|
|
707
|
|
|
—
|
|
707
|
|
|||||
Add: net loss on loans held-for-sale and OREO
|
24
|
|
—
|
|
—
|
|
|
24
|
|
1
|
|
|||||
Add: net loss on other assets
|
—
|
|
3
|
|
97
|
|
|
—
|
|
127
|
|
|||||
Less: net gain on bank premises and equipment
|
133
|
|
—
|
|
—
|
|
|
130
|
|
—
|
|
|||||
Less: net gain on securities transactions
|
18
|
|
340
|
|
767
|
|
|
358
|
|
863
|
|
|||||
Less: gain on other assets
|
—
|
|
—
|
|
35
|
|
|
—
|
|
35
|
|
|||||
Pre-provision net revenue
|
$
|
15,000
|
|
$
|
12,948
|
|
$
|
12,170
|
|
|
$
|
27,948
|
|
$
|
24,709
|
|
Total average assets
|
$
|
3,489,701
|
|
$
|
3,446,351
|
|
$
|
3,306,656
|
|
|
$
|
3,468,146
|
|
$
|
3,288,469
|
|
Pre-provision net revenue to total average assets (a)
|
1.72
|
%
|
1.52
|
%
|
1.48
|
%
|
|
1.63
|
%
|
1.51
|
%
|
|||||
(a) Presented on an annualized basis.
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|||||||||||||
|
June 30,
2017 |
March 31,
2017 |
June 30,
2016 |
|
June 30,
|
|||||||||||
(Dollars in thousands)
|
|
2017
|
2016
|
|||||||||||||
Core non-interest expense:
|
|
|
|
|
|
|
||||||||||
Total non-interest expense
|
$
|
26,680
|
|
$
|
27,331
|
|
$
|
26,505
|
|
|
$
|
54,011
|
|
$
|
52,787
|
|
Less: system conversion costs
|
—
|
|
—
|
|
90
|
|
|
—
|
|
90
|
|
|||||
Core non-interest expense
|
$
|
26,680
|
|
$
|
27,331
|
|
$
|
26,415
|
|
|
$
|
54,011
|
|
$
|
52,697
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|||||||||||||
|
June 30,
2017 |
March 31,
2017 |
June 30,
2016 |
|
June 30,
|
|||||||||||
(Dollars in thousands)
|
|
2017
|
2016
|
|||||||||||||
|
|
|
|
|
|
|
||||||||||
Efficiency ratio:
|
|
|
|
|
|
|
||||||||||
Total non-interest expense
|
$
|
26,680
|
|
$
|
27,331
|
|
$
|
26,505
|
|
|
$
|
54,011
|
|
$
|
52,787
|
|
Less: Amortization of other intangible assets
|
871
|
|
863
|
|
1,007
|
|
|
1,734
|
|
2,015
|
|
|||||
Adjusted total non-interest expense
|
$
|
25,809
|
|
$
|
26,468
|
|
$
|
25,498
|
|
|
$
|
52,277
|
|
$
|
50,772
|
|
Total non-interest income
|
13,590
|
|
13,334
|
|
12,367
|
|
|
26,924
|
|
25,421
|
|
|||||
Net interest income
|
$
|
28,090
|
|
$
|
26,945
|
|
$
|
26,308
|
|
|
$
|
55,035
|
|
$
|
52,075
|
|
Add: Fully tax-equivalent adjustment
|
496
|
|
513
|
|
502
|
|
|
1,009
|
|
1,010
|
|
|||||
Net interest income on a fully taxable-equivalent basis
|
$
|
28,586
|
|
$
|
27,458
|
|
$
|
26,810
|
|
|
$
|
56,044
|
|
$
|
53,085
|
|
Adjusted revenue
|
$
|
42,176
|
|
$
|
40,792
|
|
$
|
39,177
|
|
|
$
|
82,968
|
|
$
|
78,506
|
|
Efficiency ratio
|
61.19
|
%
|
64.89
|
%
|
65.08
|
%
|
|
63.01
|
%
|
64.67
|
%
|
|||||
Core non-interest expense
|
$
|
26,680
|
|
$
|
27,331
|
|
$
|
26,415
|
|
|
$
|
54,011
|
|
$
|
52,697
|
|
Less: Amortization of other intangible assets
|
871
|
|
863
|
|
1,007
|
|
|
1,734
|
|
2,015
|
|
|||||
Adjusted non-interest expense
|
$
|
25,809
|
|
$
|
26,468
|
|
$
|
25,408
|
|
|
$
|
52,277
|
|
$
|
50,682
|
|
Total non-interest income
|
$
|
13,590
|
|
$
|
13,334
|
|
$
|
12,367
|
|
|
$
|
26,924
|
|
$
|
25,421
|
|
Net interest income on fully taxable-equivalent basis
|
$
|
28,586
|
|
$
|
27,458
|
|
$
|
26,810
|
|
|
$
|
56,044
|
|
$
|
53,085
|
|
Adjusted revenue
|
42,176
|
|
40,792
|
|
39,177
|
|
|
82,968
|
|
78,506
|
|
|||||
Efficiency ratio adjusted for non-core items
|
61.19
|
%
|
64.89
|
%
|
64.85
|
%
|
|
63.01
|
%
|
64.56
|
%
|
(Dollars in thousands)
|
June 30,
2017 |
March 31,
2017 |
December 31,
2016 |
September 30,
2016 |
June 30,
2016 |
||||||||||
Total fair value
|
$
|
2,502
|
|
$
|
2,702
|
|
$
|
2,991
|
|
$
|
3,288
|
|
$
|
3,640
|
|
Total amortized cost
|
2,703
|
|
2,916
|
|
3,206
|
|
3,499
|
|
3,843
|
|
|||||
Net unrealized loss
|
$
|
(201
|
)
|
$
|
(214
|
)
|
$
|
(215
|
)
|
$
|
(211
|
)
|
$
|
(203
|
)
|
(Dollars in thousands)
|
June 30,
2017 |
March 31,
2017 |
December 31,
2016 |
September 30,
2016 |
June 30,
2016 |
||||||||||
Gross originated loans:
|
|
|
|
|
|
||||||||||
Commercial real estate, construction
|
$
|
103,039
|
|
$
|
93,886
|
|
$
|
84,626
|
|
$
|
70,838
|
|
$
|
88,672
|
|
Commercial real estate, other
|
567,537
|
|
535,474
|
|
531,557
|
|
507,842
|
|
468,404
|
|
|||||
Commercial real estate
|
670,576
|
|
629,360
|
|
616,183
|
|
578,680
|
|
557,076
|
|
|||||
Commercial and industrial
|
392,097
|
|
384,548
|
|
378,131
|
|
351,340
|
|
322,512
|
|
|||||
Residential real estate
|
306,385
|
|
308,153
|
|
307,490
|
|
306,374
|
|
304,275
|
|
|||||
Home equity lines of credit
|
88,229
|
|
85,512
|
|
85,617
|
|
83,412
|
|
80,049
|
|
|||||
Consumer, indirect
|
305,580
|
|
283,106
|
|
252,024
|
|
229,334
|
|
205,980
|
|
|||||
Consumer, other
|
67,287
|
|
66,283
|
|
67,579
|
|
67,973
|
|
65,717
|
|
|||||
Consumer
|
372,867
|
|
349,389
|
|
319,603
|
|
297,307
|
|
271,697
|
|
|||||
Deposit account overdrafts
|
521
|
|
721
|
|
1,080
|
|
1,074
|
|
1,214
|
|
|||||
Total originated loans
|
$
|
1,830,675
|
|
$
|
1,757,683
|
|
$
|
1,708,104
|
|
$
|
1,618,187
|
|
$
|
1,536,823
|
|
Gross acquired loans (a):
|
|
|
|
|
|
||||||||||
Commercial real estate, construction
|
$
|
9,130
|
|
$
|
9,431
|
|
$
|
10,100
|
|
$
|
10,242
|
|
$
|
10,321
|
|
Commercial real estate, other
|
182,682
|
|
194,581
|
|
204,466
|
|
221,036
|
|
240,506
|
|
|||||
Commercial real estate
|
191,812
|
|
204,012
|
|
214,566
|
|
231,278
|
|
250,827
|
|
|||||
Commercial and industrial
|
39,376
|
|
44,189
|
|
44,208
|
|
48,702
|
|
55,840
|
|
|||||
Residential real estate
|
206,502
|
|
216,059
|
|
228,435
|
|
238,787
|
|
250,848
|
|
|||||
Home equity lines of credit
|
23,481
|
|
24,516
|
|
25,875
|
|
27,784
|
|
28,968
|
|
|||||
Consumer, indirect
|
533
|
|
656
|
|
808
|
|
952
|
|
1,136
|
|
|||||
Consumer, other
|
1,980
|
|
2,387
|
|
2,940
|
|
3,518
|
|
4,348
|
|
|||||
Consumer
|
2,513
|
|
3,043
|
|
3,748
|
|
4,470
|
|
5,484
|
|
|||||
Total acquired loans
|
$
|
463,684
|
|
$
|
491,819
|
|
$
|
516,832
|
|
$
|
551,021
|
|
$
|
591,967
|
|
Total loans
|
$
|
2,294,359
|
|
$
|
2,249,502
|
|
$
|
2,224,936
|
|
$
|
2,169,208
|
|
$
|
2,128,790
|
|
(Dollars in thousands)
|
June 30,
2017 |
March 31,
2017 |
December 31,
2016 |
September 30,
2016 |
June 30,
2016 |
||||||||||
Percent of loans to total loans:
|
|
|
|
|
|
||||||||||
Commercial real estate, construction
|
4.9
|
%
|
4.6
|
%
|
4.3
|
%
|
3.7
|
%
|
4.7
|
%
|
|||||
Commercial real estate, other
|
32.7
|
%
|
32.4
|
%
|
33.0
|
%
|
33.8
|
%
|
33.2
|
%
|
|||||
Commercial real estate
|
37.6
|
%
|
37.0
|
%
|
37.3
|
%
|
37.5
|
%
|
37.9
|
%
|
|||||
Commercial and industrial
|
18.8
|
%
|
19.1
|
%
|
19.0
|
%
|
18.4
|
%
|
17.8
|
%
|
|||||
Residential real estate
|
22.4
|
%
|
23.3
|
%
|
24.1
|
%
|
25.1
|
%
|
26.1
|
%
|
|||||
Home equity lines of credit
|
4.9
|
%
|
4.9
|
%
|
5.0
|
%
|
5.1
|
%
|
5.1
|
%
|
|||||
Consumer, indirect
|
13.3
|
%
|
12.6
|
%
|
11.4
|
%
|
10.6
|
%
|
9.7
|
%
|
|||||
Consumer, other
|
3.0
|
%
|
3.1
|
%
|
3.2
|
%
|
3.3
|
%
|
3.3
|
%
|
|||||
Consumer
|
16.3
|
%
|
15.7
|
%
|
14.6
|
%
|
13.9
|
%
|
13.0
|
%
|
|||||
Deposit account overdrafts
|
—
|
%
|
—
|
%
|
—
|
%
|
—
|
%
|
0.1
|
%
|
|||||
Total percentage
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
|||||
Residential real estate loans being serviced for others
|
$
|
402,516
|
|
$
|
399,279
|
|
$
|
398,134
|
|
$
|
389,090
|
|
$
|
380,741
|
|
(a)
|
Includes all loans acquired, and related loan discount or premium recorded as part of acquisition accounting, in 2012 and thereafter. Loans that were acquired and subsequently re-underwritten, are reported as originated upon execution of such credit actions (for example, renewals and increases in lines of credit).
|
(Dollars in thousands)
|
Outstanding Balance
|
Loan Commitments
|
Total Exposure
|
% of Total
|
|||||||
Commercial real estate, construction:
|
|
|
|
|
|||||||
Apartment complexes
|
$
|
48,517
|
|
$
|
36,851
|
|
$
|
85,368
|
|
36.5
|
%
|
Mixed commercial use facilities
|
5,710
|
|
28,406
|
|
34,116
|
|
14.6
|
%
|
|||
Office buildings
|
1,484
|
|
29,515
|
|
30,999
|
|
13.3
|
%
|
|||
Light industrial
|
10,795
|
|
100
|
|
10,895
|
|
4.7
|
%
|
|||
Assisted living facilities and nursing homes
|
8,678
|
|
1,689
|
|
10,367
|
|
4.4
|
%
|
|||
Land development
|
8,336
|
|
785
|
|
9,121
|
|
3.9
|
%
|
|||
Residential property
|
2,362
|
|
3,066
|
|
5,428
|
|
2.3
|
%
|
|||
Other
|
26,287
|
|
21,158
|
|
47,445
|
|
20.3
|
%
|
|||
Total commercial real estate, construction
|
$
|
112,169
|
|
$
|
121,570
|
|
$
|
233,739
|
|
100.0
|
%
|
(Dollars in thousands)
|
Outstanding Balance
|
Loan Commitments
|
Total Exposure
|
% of Total
|
|||||||
Commercial real estate, other:
|
|
|
|
|
|||||||
Office buildings and complexes:
|
|
|
|
|
|||||||
Owner occupied
|
$
|
35,867
|
|
$
|
2,605
|
|
$
|
38,472
|
|
4.9
|
%
|
Non-owner occupied
|
52,436
|
|
705
|
|
53,141
|
|
6.8
|
%
|
|||
Total office buildings and complexes
|
88,303
|
|
3,310
|
|
91,613
|
|
11.7
|
%
|
|||
Mixed commercial use facilities:
|
|
|
|
|
|||||||
Owner occupied
|
36,336
|
|
1,189
|
|
37,525
|
|
4.8
|
%
|
|||
Non-owner occupied
|
33,309
|
|
1,144
|
|
34,453
|
|
4.4
|
%
|
|||
Total mixed commercial use facilities
|
69,645
|
|
2,333
|
|
71,978
|
|
9.2
|
%
|
|||
Apartment complexes
|
67,939
|
|
230
|
|
68,169
|
|
8.7
|
%
|
|||
Light industrial facilities:
|
|
|
|
|
|||||||
Owner occupied
|
51,455
|
|
38
|
|
51,493
|
|
6.6
|
%
|
|||
Non-owner occupied
|
11,985
|
|
—
|
|
11,985
|
|
1.5
|
%
|
|||
Total light industrial facilities
|
63,440
|
|
38
|
|
63,478
|
|
8.1
|
%
|
|||
Retail facilities:
|
|
|
|
|
|||||||
Owner occupied
|
20,159
|
|
522
|
|
20,681
|
|
2.6
|
%
|
|||
Non-owner occupied
|
33,407
|
|
982
|
|
34,389
|
|
4.4
|
%
|
|||
Total retail facilities
|
53,566
|
|
1,504
|
|
55,070
|
|
7.0
|
%
|
|||
Lodging and lodging related
|
39,515
|
|
3,231
|
|
42,746
|
|
5.5
|
%
|
|||
Assisted living facilities and nursing homes
|
31,732
|
|
250
|
|
31,982
|
|
4.1
|
%
|
|||
Warehouse facilities
|
27,444
|
|
634
|
|
28,078
|
|
3.6
|
%
|
|||
Other
|
308,635
|
|
20,440
|
|
329,075
|
|
42.1
|
%
|
|||
Total commercial real estate, other
|
$
|
750,219
|
|
$
|
31,970
|
|
$
|
782,189
|
|
100.0
|
%
|
(Dollars in thousands)
|
June 30,
2017 |
March 31,
2017 |
December 31,
2016 |
September 30,
2016 |
June 30,
2016 |
||||||||||
Commercial real estate
|
$
|
7,328
|
|
$
|
7,066
|
|
$
|
7,172
|
|
$
|
7,490
|
|
$
|
7,536
|
|
Commercial and industrial
|
6,727
|
|
6,534
|
|
6,353
|
|
5,690
|
|
5,234
|
|
|||||
Total commercial
|
14,055
|
|
13,600
|
|
13,525
|
|
13,180
|
|
12,770
|
|
|||||
Residential real estate
|
960
|
|
1,145
|
|
982
|
|
1,120
|
|
1,296
|
|
|||||
Home equity lines of credit
|
676
|
|
675
|
|
688
|
|
686
|
|
684
|
|
|||||
Consumer, indirect
|
2,549
|
|
2,409
|
|
2,312
|
|
2,240
|
|
2,116
|
|
|||||
Consumer, other
|
402
|
|
438
|
|
518
|
|
592
|
|
631
|
|
|||||
Consumer
|
2,951
|
|
2,847
|
|
2,830
|
|
2,832
|
|
2,747
|
|
|||||
Deposit account overdrafts
|
83
|
|
111
|
|
171
|
|
143
|
|
144
|
|
|||||
Originated allowance for loan losses
|
18,725
|
|
18,378
|
|
18,196
|
|
17,961
|
|
17,641
|
|
|||||
Acquired allowance for loan losses
|
90
|
|
90
|
|
233
|
|
258
|
|
197
|
|
|||||
Allowance for loan losses
|
$
|
18,815
|
|
$
|
18,468
|
|
$
|
18,429
|
|
$
|
18,219
|
|
$
|
17,838
|
|
As a percent of total loans, net of deferred fees and costs
|
0.82
|
%
|
0.82
|
%
|
0.83
|
%
|
0.84
|
%
|
0.84
|
%
|
|
Three Months Ended
|
||||||||||||||
(Dollars in thousands)
|
June 30,
2017 |
March 31,
2017 |
December 31,
2016 |
September 30,
2016 |
June 30,
2016 |
||||||||||
Gross charge-offs:
|
|
|
|
|
|
||||||||||
Commercial real estate, other
|
$
|
25
|
|
$
|
—
|
|
$
|
13
|
|
$
|
28
|
|
$
|
—
|
|
Commercial and industrial
|
—
|
|
117
|
|
—
|
|
—
|
|
6
|
|
|||||
Residential real estate
|
98
|
|
108
|
|
63
|
|
146
|
|
234
|
|
|||||
Home equity lines of credit
|
17
|
|
3
|
|
15
|
|
29
|
|
19
|
|
|||||
Consumer, indirect
|
516
|
|
483
|
|
571
|
|
674
|
|
320
|
|
|||||
Consumer, other
|
129
|
|
40
|
|
185
|
|
177
|
|
105
|
|
|||||
Consumer
|
645
|
|
523
|
|
756
|
|
851
|
|
425
|
|
|||||
Deposit account overdrafts
|
172
|
|
349
|
|
229
|
|
210
|
|
171
|
|
|||||
Total gross charge-offs
|
$
|
957
|
|
$
|
1,100
|
|
$
|
1,076
|
|
$
|
1,264
|
|
$
|
855
|
|
Recoveries:
|
|
|
|
|
|
||||||||||
Commercial real estate, other
|
$
|
14
|
|
$
|
102
|
|
$
|
10
|
|
$
|
18
|
|
$
|
17
|
|
Commercial and industrial
|
—
|
|
—
|
|
56
|
|
—
|
|
250
|
|
|||||
Residential real estate
|
20
|
|
89
|
|
85
|
|
123
|
|
40
|
|
|||||
Home equity lines of credit
|
3
|
|
3
|
|
22
|
|
8
|
|
19
|
|
|||||
Consumer, indirect
|
217
|
|
206
|
|
333
|
|
253
|
|
291
|
|
|||||
Consumer, other
|
56
|
|
50
|
|
42
|
|
56
|
|
50
|
|
|||||
Consumer
|
273
|
|
256
|
|
375
|
|
309
|
|
341
|
|
|||||
Deposit account overdrafts
|
47
|
|
65
|
|
27
|
|
41
|
|
38
|
|
|||||
Total recoveries
|
$
|
357
|
|
$
|
515
|
|
$
|
575
|
|
$
|
499
|
|
$
|
705
|
|
Net charge-offs (recoveries):
|
|
|
|
|
|
||||||||||
Commercial real estate, other
|
$
|
11
|
|
$
|
(102
|
)
|
$
|
3
|
|
$
|
10
|
|
$
|
(17
|
)
|
Commercial and industrial
|
—
|
|
117
|
|
(56
|
)
|
—
|
|
(244
|
)
|
|||||
Residential real estate
|
78
|
|
19
|
|
(22
|
)
|
23
|
|
194
|
|
|||||
Home equity lines of credit
|
14
|
|
—
|
|
(7
|
)
|
21
|
|
—
|
|
|||||
Consumer, indirect
|
299
|
|
277
|
|
238
|
|
421
|
|
29
|
|
|||||
Consumer, other
|
73
|
|
(10
|
)
|
143
|
|
121
|
|
55
|
|
|||||
Consumer
|
372
|
|
267
|
|
381
|
|
542
|
|
84
|
|
|||||
Deposit account overdrafts
|
125
|
|
284
|
|
202
|
|
169
|
|
133
|
|
|||||
Total net charge-offs
|
$
|
600
|
|
$
|
585
|
|
$
|
501
|
|
$
|
765
|
|
$
|
150
|
|
|
Three Months Ended
|
|||||||||
(Dollars in thousands)
|
June 30,
2017 |
March 31,
2017 |
December 31,
2016 |
September 30,
2016 |
June 30,
2016 |
|||||
Ratio of net charge-offs (recoveries) to average total loans (annualized):
|
|
|
||||||||
Commercial real estate
|
0.01
|
%
|
(0.01
|
)%
|
—
|
%
|
—
|
%
|
—
|
%
|
Commercial and industrial
|
—
|
%
|
0.02
|
%
|
(0.01
|
)%
|
—
|
%
|
(0.05
|
)%
|
Residential real estate
|
0.01
|
%
|
—%
|
|
—
|
%
|
—
|
%
|
0.04
|
%
|
Home equity lines of credit
|
0.01
|
%
|
—%
|
|
—
|
%
|
—
|
%
|
—
|
%
|
Consumer, indirect
|
0.05
|
%
|
0.05
|
%
|
0.06
|
%
|
0.04
|
%
|
0.02
|
%
|
Consumer, other
|
0.01
|
%
|
—
|
%
|
—
|
%
|
0.07
|
%
|
—
|
%
|
Consumer
|
0.06
|
%
|
0.05
|
%
|
0.06
|
%
|
0.11
|
%
|
0.02
|
%
|
Deposit account overdrafts
|
0.02
|
%
|
0.05
|
%
|
0.04
|
%
|
0.03
|
%
|
0.02
|
%
|
Total
|
0.11
|
%
|
0.11
|
%
|
0.09
|
%
|
0.14
|
%
|
0.03
|
%
|
(Dollars in thousands)
|
June 30,
2017 |
March 31,
2017 |
December 31,
2016 |
September 30,
2016 |
June 30,
2016 |
||||||||||
Loans 90+ days past due and accruing:
|
|
|
|
|
|
||||||||||
Commercial real estate, other
|
$
|
224
|
|
$
|
456
|
|
$
|
1,506
|
|
$
|
1,636
|
|
$
|
3,982
|
|
Commercial and industrial
|
919
|
|
1,358
|
|
387
|
|
452
|
|
459
|
|
|||||
Residential real estate
|
1,406
|
|
1,020
|
|
1,855
|
|
1,792
|
|
1,421
|
|
|||||
Home equity lines of credit
|
34
|
|
111
|
|
—
|
|
199
|
|
—
|
|
|||||
Consumer, indirect
|
—
|
|
61
|
|
—
|
|
82
|
|
—
|
|
|||||
Consumer, other
|
—
|
|
—
|
|
23
|
|
—
|
|
7
|
|
|||||
Consumer
|
—
|
|
61
|
|
23
|
|
82
|
|
7
|
|
|||||
Total loans 90+ days past due and accruing
|
2,583
|
|
3,006
|
|
3,771
|
|
4,161
|
|
5,869
|
|
|||||
Nonaccrual loans:
|
|
|
|
|
|
||||||||||
Commercial real estate, construction
|
797
|
|
819
|
|
826
|
|
855
|
|
877
|
|
|||||
Commercial real estate, other
|
7,711
|
|
8,893
|
|
10,792
|
|
10,020
|
|
7,154
|
|
|||||
Commercial real estate
|
8,508
|
|
9,712
|
|
11,618
|
|
10,875
|
|
8,031
|
|
|||||
Commercial and industrial
|
626
|
|
639
|
|
1,620
|
|
1,365
|
|
1,714
|
|
|||||
Residential real estate
|
4,271
|
|
4,019
|
|
4,481
|
|
3,951
|
|
3,429
|
|
|||||
Home equity lines of credit
|
450
|
|
438
|
|
554
|
|
458
|
|
426
|
|
|||||
Consumer, indirect
|
138
|
|
153
|
|
9
|
|
—
|
|
—
|
|
|||||
Consumer, other
|
23
|
|
1
|
|
81
|
|
—
|
|
—
|
|
|||||
Consumer
|
161
|
|
154
|
|
90
|
|
—
|
|
—
|
|
|||||
Total nonaccrual loans
|
$
|
14,016
|
|
$
|
14,962
|
|
$
|
18,363
|
|
$
|
16,649
|
|
$
|
13,600
|
|
(Dollars in thousands)
|
June 30,
2017 |
March 31,
2017 |
December 31,
2016 |
September 30,
2016 |
June 30,
2016 |
||||||||||
Non-interest-bearing deposits
|
$
|
772,061
|
|
$
|
785,047
|
|
$
|
734,421
|
|
$
|
745,468
|
|
$
|
699,695
|
|
Interest-bearing deposits:
|
|
|
|
|
|
||||||||||
Retail certificates of deposit (CDs) (a)
|
352,758
|
|
353,918
|
|
360,464
|
|
390,568
|
|
402,102
|
|
|||||
Money market deposit accounts
|
397,211
|
|
386,999
|
|
407,754
|
|
411,111
|
|
401,828
|
|
|||||
Governmental deposit accounts
|
297,560
|
|
330,477
|
|
251,671
|
|
286,716
|
|
300,639
|
|
|||||
Savings accounts
|
443,110
|
|
445,720
|
|
436,344
|
|
438,087
|
|
438,952
|
|
|||||
Interest-bearing demand accounts
|
303,501
|
|
292,187
|
|
278,975
|
|
270,490
|
|
252,119
|
|
|||||
Brokered certificates of deposits (a)
|
110,943
|
|
107,817
|
|
40,093
|
|
33,017
|
|
37,636
|
|
|||||
Total interest-bearing deposits
|
1,905,083
|
|
1,917,118
|
|
1,775,301
|
|
1,829,989
|
|
1,833,276
|
|
|||||
Total deposits
|
$
|
2,677,144
|
|
$
|
2,702,165
|
|
$
|
2,509,722
|
|
$
|
2,575,457
|
|
$
|
2,532,971
|
|
(a)
|
Prior periods reclassified.
|
(Dollars in thousands)
|
June 30,
2017 |
March 31,
2017 |
December 31,
2016 |
September 30,
2016 |
June 30,
2016 |
||||||||||
Short-term borrowings:
|
|
|
|
|
|
||||||||||
FHLB advances
|
$
|
65,000
|
|
$
|
32,000
|
|
$
|
231,000
|
|
$
|
90,000
|
|
$
|
103,000
|
|
Retail repurchase agreements
|
77,532
|
|
73,752
|
|
74,607
|
|
72,807
|
|
70,512
|
|
|||||
Total short-term borrowings
|
142,532
|
|
105,752
|
|
305,607
|
|
162,807
|
|
173,512
|
|
|||||
Long-term borrowings:
|
|
|
|
|
|
||||||||||
FHLB advances
|
172,038
|
|
127,581
|
|
98,282
|
|
100,743
|
|
101,214
|
|
|||||
National market repurchase agreements
|
40,000
|
|
40,000
|
|
40,000
|
|
40,000
|
|
40,000
|
|
|||||
Unamortized debt issuance costs
|
(39
|
)
|
(45
|
)
|
(51
|
)
|
(57
|
)
|
(63
|
)
|
|||||
Junior subordinated debt securities
|
7,015
|
|
6,970
|
|
6,924
|
|
6,877
|
|
6,829
|
|
|||||
Total long-term borrowings
|
219,014
|
|
174,506
|
|
145,155
|
|
147,563
|
|
147,980
|
|
|||||
Total borrowed funds
|
$
|
361,546
|
|
$
|
280,258
|
|
$
|
450,762
|
|
$
|
310,370
|
|
$
|
321,492
|
|
▪
|
On January 27, 2017, Peoples entered into two $10.0 million forward starting interest rate swaps, which will become effective in 2018 and mature between 2025 and 2027, with interest rates ranging from 2.47% to 2.53%.
|
▪
|
During the fourth quarter of 2016, Peoples entered into two $5.0 million forward starting interest rate swaps, which become effective in 2018 and mature in 2022 and 2026, with interest rates of 1.56% and 1.83%.
|
▪
|
During the second quarter of 2016, Peoples executed the following transactions to take advantage of the low interest rates:
|
•
|
Peoples restructured $20.0 million of FHLB 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 had 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 three $10.0 million forward starting interest rate swaps, which become effective in 2018 and mature between 2023 and 2025, with interest rates ranging from 1.49% to 1.56%, 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 3.65% to 3.92%
|
(Dollars in thousands)
|
June 30,
2017 |
March 31,
2017 |
December 31,
2016 |
September 30,
2016 |
June 30,
2016 |
||||||||||
Capital Amounts:
|
|
|
|
|
|
||||||||||
Common Equity Tier 1
|
$
|
318,849
|
|
$
|
310,856
|
|
$
|
306,506
|
|
$
|
301,222
|
|
$
|
295,148
|
|
Tier 1
|
325,865
|
|
317,826
|
|
313,430
|
|
308,099
|
|
301,977
|
|
|||||
Total (Tier 1 and Tier 2)
|
348,309
|
|
340,147
|
|
334,957
|
|
328,948
|
|
322,413
|
|
|||||
Net risk-weighted assets
|
$
|
2,419,335
|
|
$
|
2,382,874
|
|
$
|
2,373,359
|
|
$
|
2,309,951
|
|
$
|
2,265,022
|
|
Capital Ratios:
|
|
|
|
|
|
||||||||||
Common Equity Tier 1
|
13.18
|
%
|
13.05
|
%
|
12.91
|
%
|
13.04
|
%
|
13.03
|
%
|
|||||
Tier 1
|
13.47
|
%
|
13.34
|
%
|
13.21
|
%
|
13.34
|
%
|
13.33
|
%
|
|||||
Total (Tier 1 and Tier 2)
|
14.40
|
%
|
14.27
|
%
|
14.11
|
%
|
14.24
|
%
|
14.23
|
%
|
|||||
Leverage ratio
|
9.72
|
%
|
9.60
|
%
|
9.66
|
%
|
9.71
|
%
|
9.56
|
%
|
(Dollars in thousands)
|
June 30,
2017 |
March 31,
2017 |
December 31,
2016 |
September 30,
2016 |
June 30,
2016 |
||||||||||
Tangible equity:
|
|
|
|
|
|
||||||||||
Total stockholders' equity
|
$
|
451,353
|
|
$
|
443,009
|
|
$
|
435,261
|
|
$
|
440,637
|
|
$
|
437,753
|
|
Less: goodwill and other intangible assets
|
144,692
|
|
145,505
|
|
146,018
|
|
147,005
|
|
147,971
|
|
|||||
Tangible equity
|
$
|
306,661
|
|
$
|
297,504
|
|
$
|
289,243
|
|
$
|
293,632
|
|
$
|
289,782
|
|
|
|
|
|
|
|
||||||||||
Tangible assets:
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
3,525,126
|
|
$
|
3,459,276
|
|
$
|
3,432,348
|
|
$
|
3,363,585
|
|
$
|
3,333,455
|
|
Less: goodwill and other intangible assets
|
144,692
|
|
145,505
|
|
146,018
|
|
147,005
|
|
147,971
|
|
|||||
Tangible assets
|
$
|
3,380,434
|
|
$
|
3,313,771
|
|
$
|
3,286,330
|
|
$
|
3,216,580
|
|
$
|
3,185,484
|
|
|
|
|
|
|
|
||||||||||
Tangible book value per common share:
|
|
|
|
|
|||||||||||
Tangible equity
|
$
|
306,661
|
|
$
|
297,504
|
|
$
|
289,243
|
|
$
|
293,632
|
|
$
|
289,782
|
|
Common shares outstanding
|
18,279,036
|
|
18,270,508
|
|
18,200,067
|
|
18,195,986
|
|
18,185,708
|
|
|||||
|
|
|
|
|
|
||||||||||
Tangible book value per common share
|
$
|
16.78
|
|
$
|
16.28
|
|
$
|
15.89
|
|
$
|
16.14
|
|
$
|
15.93
|
|
|
|
|
|
|
|
||||||||||
Tangible equity to tangible assets ratio:
|
|
|
|
|
|||||||||||
Tangible equity
|
$
|
306,661
|
|
$
|
297,504
|
|
$
|
289,243
|
|
$
|
293,632
|
|
$
|
289,782
|
|
Tangible assets
|
$
|
3,380,434
|
|
$
|
3,313,771
|
|
$
|
3,286,330
|
|
$
|
3,216,580
|
|
$
|
3,185,484
|
|
|
|
|
|
|
|
||||||||||
Tangible equity to tangible assets
|
9.07
|
%
|
8.98
|
%
|
8.80
|
%
|
9.13
|
%
|
9.10
|
%
|
(Dollars in thousands)
|
June 30,
2017 |
March 31,
2017 |
December 31,
2016 |
September 30,
2016 |
June 30,
2016 |
||||||||||
Home equity lines of credit
|
$
|
86,086
|
|
$
|
86,037
|
|
$
|
85,024
|
|
$
|
83,267
|
|
$
|
85,139
|
|
Unadvanced construction loans
|
92,669
|
|
116,168
|
|
119,075
|
|
100,484
|
|
88,342
|
|
|||||
Other loan commitments
|
302,710
|
|
267,132
|
|
269,669
|
|
268,259
|
|
242,914
|
|
|||||
Loan commitments
|
$
|
481,465
|
|
$
|
469,337
|
|
$
|
473,768
|
|
$
|
452,010
|
|
$
|
416,395
|
|
Standby letters of credit
|
$
|
26,458
|
|
$
|
25,797
|
|
$
|
25,651
|
|
$
|
27,072
|
|
$
|
22,065
|
|
(a)
|
information required to be disclosed by Peoples in this Quarterly Report on Form 10-Q and other reports Peoples files or submits under the Exchange Act would be accumulated and communicated to Peoples’ management, including its President and Chief Executive Officer and its Executive Vice President, Chief Financial Officer and Treasurer, as appropriate to allow timely decisions regarding required disclosure;
|
(b)
|
information required to be disclosed by Peoples in this Quarterly Report on Form 10-Q and other reports Peoples files or submits under the Exchange Act would be recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms; and
|
(c)
|
Peoples’ disclosure controls and procedures were effective as of the end of the fiscal quarter covered by this Quarterly Report on Form 10-Q.
|
(1)
|
On November 3, 2015, Peoples announced that on that same date, Peoples' Board of Directors authorized a share repurchase program authorizing Peoples to purchase up to $20.0 million of its outstanding common shares. No common shares were purchased under this share repurchase program during the three months ended June 30, 2017.
|
(2)
|
Information reported includes 36 common shares withheld in April, to pay income tax associated with vested restricted common shares.
|
(3)
|
Information reported includes 663 common shares purchased in open market transactions during April 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.
|
|
|
|
PEOPLES BANCORP INC.
|
|
|
|
|
Date:
|
July 27, 2017
|
By: /s/
|
CHARLES W. SULERZYSKI
|
|
|
|
Charles W. Sulerzyski
|
|
|
|
President and Chief Executive Officer
|
|
|
|
|
|
|
|
|
Date:
|
July 27, 2017
|
By: /s/
|
JOHN C. ROGERS
|
|
|
|
John C. Rogers
|
|
|
|
Executive Vice President,
|
|
|
|
Chief Financial Officer and Treasurer
|
1.
|
Name of Participant:
_____________________.
|
2.
|
Grant Date:
_________________ (the “
Grant Date
”).
|
3.
|
Performance Period:
The
[•]
-month period beginning January 1, 20
[•]
and ending on December 31, 20
[•]
(the “
Performance Period
”).
|
4.
|
Award of Performance Units:
The maximum dollar amount represented by the Performance Units subject to the Award (with each Performance Unit representing $1.00) is $___________ (the
“Maximum Award
”).
|
5.
|
Performance Adjustment:
At the end of the Performance Period, the Committee shall certify an adjusted number of Performance Units (which in no event may represent a dollar amount exceeding the Maximum Award) based on the level of achievement of the Performance Goals set forth in the attached
Exhibit A
during the Performance Period. The Committee, in its sole discretion, may decrease the number of Performance Units which shall vest from the number that would otherwise apply based on the actual levels of achievement, to the level it deems appropriate based upon the circumstances, to reflect actual losses, inappropriate risks taken, compliance deficiencies, financial restatements, or other conduct, misconduct or poor performance of the Company or Participant. The Participant shall forfeit any Performance Units in excess of the performance adjusted number of vested Performance Units certified by the Committee.
|
6.
|
Vesting:
Except as otherwise provided in this Award Agreement, the Performance Units will vest only if and to the extent that (a) the Participant is employed with the Company or any Subsidiary on the last day of the Performance Period, (b) the Committee certifies, no later than the first March 15
th
following the end of the Performance Period, the level of achievement of the Performance Goals that has been satisfied, and (c) on the date of the Committee’s certification, the Participant remains in compliance with the covenants set forth in Section 9. If these conditions are satisfied, the date of the Committee’s certification shall be the “
Vesting Date
”.
|
7.
|
Limitations on Vesting:
If the Participant Terminates for any reason prior to a Vesting Date, the Participant shall forfeit all unvested Performance Units subject to the Award. Notwithstanding the foregoing, if the Participant is employed and in compliance with the covenants set forth in Section 9 on the applicable date described below:
|
(a)
|
Retirement
: If the Participant Terminates due to Retirement prior to the end of the Performance Period, the Participant shall vest at the end of the Performance Period in a prorated number of Performance Units based on the actual achievement of the Performance Goals determined at the end of the Performance Period multiplied by a fraction equal to the number of full months in the Performance Period completed prior to the Participant’s Retirement, divided by the total number of months in the Performance Period. Vested Performance Units shall be settled at the time and manner described in Section 8.
|
(b)
|
Change in Control
: If a Change in Control occurs during a Performance Period and:
|
(i)
|
the Company is not the surviving corporation following the Change in Control and the Acquiror does not assume the Award or does not substitute equivalent equity awards relating to the securities of the Acquiror or its affiliates for the Award; or
|
(ii)
|
the Company is the surviving corporation following the Change in Control, or the Acquiror has assumed the Award or substituted equivalent equity awards relating to the securities of the Acquiror or its affiliates for the Award, and the Participant is Terminated by the Company, other than for Cause, within 24 months following the Change in Control (but in no event after the end of the Performance Period, in which case this Section 7(b) shall not apply and Section 6 shall govern the vesting of the Performance Units covered by the Award); or
|
(iii)
|
the Company is the surviving corporation following the Change in Control, or the Acquiror has assumed the Award or substituted equivalent equity awards relating to the securities of the Acquiror or its affiliates for the Award, and the Participant Terminates for Good Reason within 24 months following the Change in Control (but in no event after the end of the Performance Period, in which case this Section 7(b) shall not apply and Section 6 shall govern the vesting of the Performance Units covered by the Award),
|
8.
|
Form of Settlement:
Except as otherwise provided in this Agreement, as soon as administratively practicable after the Vesting Date (or an earlier date of vesting pursuant to Section 7), the Participant will receive shares of Company Stock equal to the number of Performance Units that vest in accordance with Section 6 or Section 7 of this Award Agreement divided by the Fair Market Value of a share of Company Stock on the date of such vesting and rounded down to the nearest whole share.
|
9.
|
Covenant.
In consideration for the Award of Performance Units, the Participant hereby agrees and covenants that:
|
(a)
|
Non-Solicitation
. The Participant acknowledges and understands that the Participant’s contacts with customers or potential customers of the Company and its Subsidiaries is due, at least in part, to the support and assistance provided by the Company during the term of the Participant’s employment, and therefore, that soliciting, diverting or appropriating such persons would unfairly harm the Company and its Subsidiaries. As a result, the Participant agrees that, during the term of the Participant’s employment and for a period of one (1) year thereafter, the Participant shall not, directly or indirectly:
|
(i)
|
Contact any customer or prospective customer of the Company or any of its Subsidiaries, on the Participant’s behalf or on behalf of any other person or entity, of whom the Participant had knowledge, actual or imputed, or with whom the Participant had contact in whatever form during the Participant’s employment with the Company or any of its Subsidiaries for the purpose of soliciting the business of such person or inducing such person to acquire from any person or entity other than the Company or any of its Subsidiaries any product or service that currently is provided or under development by the Company or any of its Subsidiaries; or
|
(ii)
|
Attempt to solicit, or assist anyone in attempting to solicit, any employee of the Company or any of its Subsidiaries to terminate the employee’s employment with the Company or any of its Subsidiaries.
|
(b)
|
Non-Disclosure of Confidential Information
. The Participant acknowledges and understands that during the course of the Participant’s employment with the Company and/or its Subsidiaries, the Participant shall have access to Confidential Information (as defined below) that is maintained as confidential by the Company and its Subsidiaries, is highly valuable and proprietary to the Company and its Subsidiaries, and the disclosure of which to third parties, or the unauthorized access, acquisition, use, or attempted access, acquisition or use, of which would cause the Company and its Subsidiaries serious and unfair competitive disadvantage and harm. As a result, the Participant agrees that, during the Participant’s employment with the Company or any of its Subsidiaries, and at all times thereafter, regardless of the reason for the Termination of such employment:
|
(i)
|
The Participant shall not disclose to any third parties any Confidential Information or use such Confidential Information for any purpose other than to carry out the Participant’s employment responsibilities for the Company or one of its Subsidiaries;
|
(ii)
|
The Participant shall treat such Confidential Information as confidential, as required by law and this Award Agreement;
|
(iii)
|
The Participant shall only access, acquire, use, or attempt to access, acquire or use Confidential Information in performing the Participant’s duties for the Company or one of its Subsidiaries, and for no other reason; and
|
(iv)
|
Immediately upon Termination of the Participant’s employment for any reason, to return to the Company all Confidential Information in the Participant’s possession or control, as well as any Copies (as defined below) made of such Confidential Information and any other material, including handwritten notes, made or derived from such Confidential Information;
|
(v)
|
For purposes of this Award Agreement:
|
(A)
|
“Confidential Information” means all trade secrets and/or proprietary information in whatever form (whether communicated orally or in documentary or other tangible form) belonging to the Company or one of its Subsidiaries that has not been published or disseminated or otherwise become a matter of public knowledge other than as a result of the Participant’s acts or omissions, including without limitation: business plans, financial or accounting information, rates, insurance payment and reimbursement information, research and development information, marketing or sales information, customer lists, lists of potential customers, contact information for any customer or potential customer, processes, computer programs, systems and software (including, without limitation, documentation and related source and object codes), customer renewal and expiration information, associate information, on-site
|
(B)
|
“Copies” includes all Confidential Information stored or maintained in electronic format or on electronic or magnetic media of any sort, including, without limitation, computer servers, PDAs, cell phones, I-Pods, smart cards, Blackberries, hard drives, zip drives, floppy disks, CD-ROMs, DVDs, and magnetic tapes.
|
(c)
|
Reasonableness of Restraints; Irreparable Harm; Breach No Defense
. The Participant acknowledges that:
|
(i)
|
The covenants described in this Section 9 are reasonably necessary to protect the goodwill, trade secrets, and other legitimate business interests of the Company and its Subsidiaries and that such restraints shall not cause the Participant any undue hardship.
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(ii)
|
Any breach of the covenants contained in this Section 9 would cause the Company or one of its Subsidiaries immediate and irreparable harm for which injunctive relief would be necessary and proper, and the Participant consents to the issuance of a temporary restraining order and a preliminary injunction upon good faith presentment by the Company or one of its Subsidiaries of allegations demonstrating such breach without the necessity of proving damages or posting a bond therefor; provided, however, that nothing contained herein shall be construed to prohibit the Company or one of its Subsidiaries from pursuing all other legal remedies at its disposal including but not limited to monetary damages.
|
(iii)
|
The covenants of this Section 9 are essential to this Award Agreement. They shall be construed as independent of any other provision in this Award Agreement, and the existence of any claim or cause of action of the Participant may have against the Company or one of its Subsidiaries, whether predicated on this Award Agreement or otherwise, shall not constitute a defense to the enforcement by the Company or one of its Subsidiaries of these covenants.
|
(iv)
|
If the scope of any restriction contained in this Section 9 is too broad to permit enforcement of such restriction to its fullest extent, then such restriction shall be enforced to the maximum extent permitted by law, and the Participant hereby consents and agrees that such scope may be judicially modified accordingly in any proceeding brought to enforce such restriction.
|
10.
|
Listing, Registration and Qualification.
If the Committee determines that (a) the listing, registration or qualification of the shares of Company Stock to be issued in respect of vested Performance Units upon NASDAQ or any other established stock exchange, market or quotation system or under any state or federal law; (b) the consent or approval of any governmental or regulatory body; or (c) an agreement by the Participant with respect thereto, is necessary or desirable as a condition to the issuance of the shares of Company Stock to be issued in respect of vested Performance Units, the shares of Company Stock may not be issued unless and until such listing, registration, qualification, consent, approval, or agreement has been effected or obtained, free of any conditions which are not acceptable to the Committee.
|
(i)
|
Unless permitted by the Plan, such shares of Company Stock shall not be transferable by the holder thereof, and neither the Company nor its transfer agent or registrar, if any, shall be required to register or otherwise to give effect to any transfer thereof and may prevent any such transfer, unless the Company shall have received an opinion from its counsel to the effect that any such transfer would not violate the Securities Act or the applicable laws of any state; and
|
(ii)
|
The Company may cause any stock certificate which may evidence any of such shares of Company Stock to bear a legend reflecting the applicable restrictions on the transfer thereof.
|
(a)
|
Non-Transferability
. Performance Units may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, except by will or the laws of descent and distribution.
|
(b)
|
No Right to Continued Employment
. The granting of the Award shall impose no obligation on the Company or any Subsidiary to continue the employment of the Participant or interfere with or limit the right of the Company or any Subsidiary to Terminate the Participant at any time, with or without Cause, which right is expressly reserved.
|
(c)
|
Shareholder Rights
. The Participant shall have none of the rights of a shareholder with respect to the shares of Company Stock issuable in respect of vested Performance Units, including without limitation voting or dividend rights, until the Participant becomes the recordholder of the shares of Company Stock to be issued in respect of vested Performance Units.
|
(d)
|
Tax Withholding
. The Company or a Subsidiary, as applicable, will have the power and right to deduct, withhold or collect any amount required by law or regulation to be withheld with respect to any taxable event arising with respect to the Performance Units. To the extent permitted by the Committee, in its sole discretion, this amount may be: (i) withheld from other amounts due to the Participant, (ii) withheld from the value of any vested Performance Units being settled or (iii) collected directly from the Participant. Subject to the approval of the Committee, the Participant may elect to satisfy the withholding requirement, in whole or in part, by having the Company or a Subsidiary, as applicable, withhold shares of Company Stock otherwise issuable in respect of vested Performance Units having a Fair Market Value on the date the tax is to be determined equal to the minimum statutory total tax that could be imposed on the transaction. Any such election must be made in writing and will be irrevocable and subject to any terms and conditions that the Committee, in its sole discretion, deems appropriate.
|
(e)
|
Requirements of Law
. The Award shall be subject to all applicable laws, rules and regulations (including applicable federal and state securities laws) and to all required approvals of any governmental agencies or national securities exchange, market or other quotation system.
|
(f)
|
Governing Law
. The Plan and this Award Agreement shall be governed by and construed in accordance with the laws (other than laws governing conflicts of laws) of the State of Ohio.
|
(g)
|
Award Subject to Plan
. The Award is subject to the terms and conditions described in this Award Agreement and the Plan, which is incorporated by reference into and made a part of this Award Agreement. In the event of a conflict between the terms of the Plan and the terms of this Award Agreement, the terms of the Plan will govern. The Committee has the sole responsibility of interpreting the Plan and this Award Agreement, and its determination of the meaning of any provision in the Plan or this Award Agreement will be binding on the Participant. Capitalized terms that are not defined in this Award Agreement have the same meanings as in the Plan.
|
(h)
|
Section 409A of the Code
. This Award Agreement is intended to be exempt from Code Section 409A under the exemption for short term deferrals. Nothing herein shall be construed as the guarantee of any particular tax treatment to the Participant, and the Company shall have no liability with respect to any failure to comply with the requirements of Section 409A of the Code. Any reference to the Participant’s “Termination” or being “Terminated” shall mean the Participant’s “separation from service,” as defined in Section 409A of the Code. In addition, if the Participant is determined to be a “specified employee” (within the meaning of Section 409A of the Code and as determined under the Company’s policy for determining specified employees) and the Company reasonably determines that the Award is subject to Code Section 409A and that no exception applies, the Participant shall not be entitled to issuance of shares of Company Stock otherwise issuable in respect of vested Performance Units in connection with such Termination until the expiration of six months from the date of such Termination (or, if earlier, the Participant’s death). The shares of Company Stock issuable in respect of vested Performance Units shall then be issued on the first business day of the seventh month following such Termination.
|
(i)
|
Signature in Counterparts
. This Award Agreement may be signed in counterparts, each of which will be deemed an original, but all of which will constitute one and the same instrument.
|
|
Date:
|
|
|
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 2017
, 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:
|
July 27, 2017
|
|
By:/s/
|
CHARLES W. SULERZYSKI
|
|
|
|
|
Charles W. Sulerzyski
|
|
|
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 2017
, 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:
|
July 27, 2017
|
|
By:/s/
|
JOHN C. ROGERS
|
|
|
|
|
John C. Rogers
|
|
|
|
|
Executive Vice President,
|
|
|
|
|
Chief Financial Officer and Treasurer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the consolidated financial condition and results of operations of Peoples Bancorp and its subsidiaries.
|
|
|
|
|
|
Date:
|
July 27, 2017
|
|
By: /s/
|
CHARLES W. SULERZYSKI
|
|
|
|
|
Charles W. Sulerzyski
|
|
|
|
|
President and Chief Executive Officer
|
|
|
|
|
|
Date:
|
July 27, 2017
|
|
By:/s/
|
JOHN C. ROGERS
|
|
|
|
|
John C. Rogers
|
|
|
|
|
Executive Vice President,
|
|
|
|
|
Chief Financial Officer and Treasurer
|