x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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PEOPLES BANCORP INC.
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(Exact name of registrant as specified in its charter)
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Ohio
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31-0987416
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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138 Putnam Street, P.O. Box 738, Marietta, Ohio
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45750-0738
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
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(740) 373-3155
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Name of each exchange on which registered
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Common shares, without par value
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The NASDAQ Stock Market
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Securities registered pursuant to Section 12(g) of the Act:
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None
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Large accelerated
filer
o
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Accelerated filer
x
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Non-accelerated filer
o
(Do not check if a smaller reporting company) |
Smaller reporting company
o
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Emerging growth company
o
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•
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limit the extent to which a bank or its subsidiaries may engage in "covered transactions" with any one affiliate;
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limit the extent to which a bank or its subsidiaries may engage in "covered transactions" with all affiliates; and
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require that all such transactions be on terms substantially the same, or at least as favorable to the bank or subsidiary, as those provided to a non-affiliate.
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prohibit incentive-based compensation arrangements that are "excessive" or "could lead to material financial loss;"
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require incentive-based compensation that is consistent with a balance of risk and reward, effective management and control of risk, and effective governance; and
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Changes in economic and political conditions could adversely affect Peoples’ earnings through declines in deposits, loan demand, the ability of its customers to repay loans and the value of the collateral securing its loans.
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Completion of the merger contemplated by the agreement with ASB is subject to many conditions and if these conditions are not satisfied or waived, the merger between Peoples and ASB will not be completed.
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Peoples' ability to complete acquisitions and integrate completed acquisitions could have an adverse affect on Peoples' business, earnings and financial condition.
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Legislative or regulatory changes or actions, or significant litigation, could adversely impact Peoples or the businesses in which it is engaged.
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Adverse changes in the financial markets may adversely impact Peoples' results of operations.
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Defaults by larger financial institutions could adversely affect Peoples' business, earnings and financial condition.
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Peoples' failure to be in compliance with any material provision or covenant of its debt instruments could have a material adverse effect on Peoples' liquidity and operations.
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Increases in FDIC insurance premiums may have a material adverse affect on Peoples' earnings.
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Changes in interest rates may adversely affect Peoples' profitability.
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Peoples' exposure to credit risk could adversely affect Peoples' earnings and financial condition.
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Peoples' allowance for loan losses may be insufficient to absorb the probable, incurred losses in its loan portfolio.
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Changes in accounting standards, policies, estimates or procedures may impact Peoples' reported financial condition or results of operations.
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Peoples and Peoples Bank may elect or be compelled to seek additional capital in the future, but that capital may not be available when it is needed.
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The financial services industry is very competitive.
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Peoples' ability to pay dividends is limited, and Peoples may not be in the position to pay dividends in the future.
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Failures or material breaches in security of Peoples’ systems and telecommunications networks, or those of a third-party service provider may have a material adverse effect on Peoples’ results of operations and financial condition and the price of Peoples’ common shares.
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Anti-takeover provisions may delay or prevent an acquisition or change in control by a third party.
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Peoples is exposed to operational risk.
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Peoples may not be able to attract and retain skilled people.
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Peoples is at risk of increased losses from fraud.
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Third parties perform significant operational services on behalf of Peoples.
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Climate change, severe weather, natural disasters, acts of war or terrorism and other external events could significantly impact Peoples' business.
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Peoples depends upon the accuracy and completeness of information about customers and counterparties.
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Peoples Bank may be required to repurchase loans it has sold or indemnify loan purchasers under the terms of the sale agreements, which could adversely affect Peoples’ liquidity, results of operations and financial condition.
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Changes in tax laws could adversely affect Peoples' performance, including the recently enacted Tax Cuts and Jobs Act, and uncertainty or speculation pending the enactment of such changes.
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Changes in market rates and economical conditions could cause the interest rate swaps Peoples Bank has entered into to become ineffective.
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Peoples and its subsidiaries are subject to examinations and challenges by tax authorities.
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Peoples or one of its subsidiaries may be a defendant from time to time in the future in a variety of litigation and other actions, which could have a material adverse effect on Peoples' financial condition, results of operations and cash flows.
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Location
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Address
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Lease Expiration Date
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Piketon Insurance Office
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727 East 2nd Street Piketon, Ohio
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January 2018 (a)
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Milton Office
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1763 Suite A Route 60
Milton, West Virginia
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February 2018 (b)
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Lancaster Fair Avenue Office
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2211 West Fair Avenue
Lancaster, Ohio |
March 2018 (c)
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Athens Mall Office
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801 East State Street
Athens, Ohio |
June 2018 (d)
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Athens Court Street Office
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1 N Court Street Athens, Ohio
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September 2018 (d)
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Pikeville Insurance Office
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108 Trivette Drive
Pikeville, Kentucky
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September 2018 (c)
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Nelsonville Office
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951 Canal Street Nelsonville, Ohio
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January 2019 (e)
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New Martinsville Walmart Office
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1142 S Bridge Street New Martinsville, West Virginia
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March 2019 (f)
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Akron Business Office
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348 South Main Street Suite 200 Akron, Ohio
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June 2019 (f)
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Charleston Office
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135-161 Summers Street Suite 300 Charleston, West Virginia
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June 2019 (e)
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Vienna Walmart Office
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701 Grand Central Avenue Vienna, West Virginia
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June 2019 (f)
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High
Sales
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Low
Sales
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Dividends
Declared
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2017
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Fourth Quarter
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$
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34.62
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$
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30.84
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$
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0.22
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Third Quarter
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34.60
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29.55
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0.22
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Second Quarter
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35.43
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29.71
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0.20
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First Quarter
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33.56
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29.81
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0.20
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2016
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Fourth Quarter
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$
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32.98
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$
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24.02
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$
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0.17
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Third Quarter
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24.98
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19.55
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0.16
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Second Quarter
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22.20
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18.43
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0.16
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First Quarter
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19.99
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16.34
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0.15
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Period
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(a)
Total Number of Common Shares Purchased
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(b)
Average Price Paid per Common Share
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(c)
Total Number of Common Shares Purchased as Part of Publicly Announced Plans or Programs
(1)
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(d)
Maximum
Number (or Approximate Dollar Value) of Common Shares that May Yet Be Purchased Under the Plans or Programs
(1)
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October 1 - 31, 2017
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520
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(2)
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$
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33.84
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(2)
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—
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$
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15,049,184
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November 1 - 30, 2017
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327
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(3)
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$
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33.27
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(3)
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—
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$
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15,049,184
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December 1 - 31, 2017
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1,665
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(2)(3)
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$
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33.77
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(2)(3)
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—
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$
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15,049,184
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Total
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2,512
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$
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33.72
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—
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$
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15,049,184
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(1)
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On November 3, 2015, Peoples announced that on that same date, Peoples' Board of Directors authorized a share repurchase program authorizing Peoples to purchase up to $20 million of its outstanding common shares. No common shares were purchased under this share repurchase program during the three months ended December 31, 2017. Additional information regarding the share repurchase program can be found in Note 10 of the Notes to the Consolidated Financial Statements.
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(2)
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Information includes 520 common shares and 259 common shares purchased in open market transactions during October and December, respectively, by Peoples Bank under the Rabbi Trust Agreement. The Rabbi Trust Agreement establishes a rabbi trust that holds assets to provide funds for the payment of the benefits under the Peoples Bancorp Inc. Third Amended and Restated Deferred Compensation Plan for Directors of Peoples Bancorp Inc. and Subsidiaries.
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(3)
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Includes 327 common shares and 1,406 common shares withheld during November and December, respectively, to pay income tax or other tax liabilities associated with vested restricted common shares.
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At December 31,
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2012
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2013
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2014
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2015
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2016
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2017
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||||||||||||
Peoples Bancorp Inc.
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$
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100.00
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$
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112.94
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$
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133.37
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$
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99.57
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$
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176.48
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$
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181.96
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NASDAQ Stocks (U.S. Companies)
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$
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100.00
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$
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140.17
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$
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160.96
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$
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172.40
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$
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187.83
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$
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243.84
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NASDAQ Bank Stocks
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$
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100.00
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$
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141.72
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$
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148.69
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$
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161.84
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$
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223.19
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$
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235.40
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At or For the Year Ended December 31,
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2017
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2016
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2015
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2014
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2013
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||||||||||
Operating Data (a)
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Total interest income
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$
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126,525
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$
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115,444
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$
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108,333
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$
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80,200
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$
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67,071
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Total interest expense
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13,148
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10,579
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10,721
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10,694
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11,686
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Net interest income
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113,377
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104,865
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97,612
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69,506
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55,385
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Provision for (recovery of) loan losses
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3,772
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3,539
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14,097
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339
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(4,410
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)
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Net gain on investment securities
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2,983
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930
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729
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398
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489
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Net loss on asset disposals and other transactions
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(63
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)
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(1,133
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)
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(1,788
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)
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(431
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)
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(155
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)
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Total fee-based income
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52,653
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51,070
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47,441
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40,053
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37,220
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Total non-interest expense
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107,975
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106,911
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115,081
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83,875
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68,265
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Net income
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$
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38,471
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$
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31,157
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$
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10,941
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$
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16,684
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$
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17,574
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Balance Sheet Data (a)
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||||||||||
Total investment securities
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$
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874,486
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$
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859,455
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$
|
868,830
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$
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713,659
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$
|
680,526
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|
Loans, net of deferred fees and costs
|
2,357,137
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2,224,936
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2,072,440
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1,620,898
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1,196,234
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|||||
Allowance for loan losses
|
18,793
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|
18,429
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|
16,779
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|
17,881
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|
17,065
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|||||
Goodwill and other intangible assets
|
144,576
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|
146,018
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|
149,617
|
|
109,158
|
|
77,603
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|||||
Total assets
|
3,581,686
|
|
3,432,348
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|
3,258,970
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|
2,567,769
|
|
2,059,108
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|
|||||
Non-interest-bearing deposits
|
556,010
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|
734,421
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717,939
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|
493,162
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|
409,891
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|||||
Other interest-bearing deposits
|
2,014,702
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|
1,759,605
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|
1,784,148
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|
1,400,221
|
|
1,121,826
|
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|||||
Brokered certificates of deposits
|
159,618
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|
38,832
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|
47,635
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|
53,904
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|
67,706
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|||||
Short-term borrowings
|
209,491
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305,607
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|
160,386
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|
88,277
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|
113,590
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|||||
Junior subordinated debentures held by subsidiary trust
|
7,107
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|
6,924
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|
6,736
|
|
—
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|
—
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|
|||||
Other long-term borrowings
|
136,912
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|
138,231
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|
106,934
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|
179,083
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|
121,826
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|||||
Total stockholders' equity
|
458,592
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|
435,261
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|
419,789
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|
340,118
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221,553
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|||||
Tangible assets (b)
|
3,437,110
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3,286,330
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3,109,353
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|
2,458,611
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|
1,981,505
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|||||
Tangible equity (b)
|
$
|
314,016
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$
|
289,243
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|
$
|
270,172
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$
|
230,960
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|
$
|
143,950
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Per Common Share Data (a)
|
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||||||||||
Earnings per common share – basic
|
$
|
2.12
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$
|
1.72
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$
|
0.62
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$
|
1.36
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$
|
1.65
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|
Earnings per common share – diluted
|
2.10
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|
1.71
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|
0.61
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|
1.35
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|
1.63
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|||||
Cash dividends declared per common share
|
0.84
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|
0.64
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|
0.60
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|
0.60
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|
0.54
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|||||
Book value per common share (c)
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25.08
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|
23.92
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|
22.81
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|
22.92
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|
20.89
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|||||
Tangible book value per common share (b)(c)
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$
|
17.17
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$
|
15.89
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$
|
14.68
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$
|
15.57
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|
$
|
13.57
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|
Weighted-average number of common shares outstanding – basic
|
18,050,189
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|
18,013,693
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|
17,555,140
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|
12,183,352
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|
10,581,222
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|||||
Weighted-average number of common shares outstanding – diluted
|
18,208,684
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|
18,155,463
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|
17,687,795
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|
12,306,224
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|
10,679,417
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|||||
Common shares outstanding at end of period
|
18,287,449
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|
18,200,067
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|
18,404,864
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|
14,836,727
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|
10,605,782
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|||||
Closing stock price at end of period
|
$
|
32.62
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|
$
|
32.46
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|
$
|
18.84
|
|
$
|
25.93
|
|
$
|
22.51
|
|
|
At or For the Year Ended December 31,
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||||||||||||||
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2017
|
2016
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2015
|
2014
|
2013
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||||||||||
Significant Ratios (a)
|
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|
||||||||||
Return on average stockholders' equity
|
8.54
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%
|
7.20
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%
|
2.69
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%
|
6.16
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%
|
7.92
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%
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|||||
Return on average tangible stockholders' equity (b)
|
13.33
|
|
11.86
|
|
5.16
|
|
9.63
|
|
12.11
|
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|||||
Return on average assets
|
1.10
|
|
0.94
|
|
0.35
|
|
0.74
|
|
0.91
|
|
|||||
Average stockholders' equity to average assets
|
12.83
|
|
13.03
|
|
13.09
|
|
12.08
|
|
11.48
|
|
|||||
Average total loans to average deposits
|
86.10
|
|
83.22
|
|
80.08
|
|
79.58
|
|
70.79
|
|
|||||
Net interest margin
|
3.62
|
|
3.54
|
|
3.53
|
|
3.45
|
|
3.23
|
|
|||||
Efficiency ratio (c)(d)
|
62.20
|
|
65.13
|
|
75.50
|
|
75.37
|
|
71.90
|
|
|||||
Pre-provision net revenue to total average assets (e)
|
1.65
|
|
1.48
|
|
0.96
|
|
1.10
|
|
1.26
|
|
|||||
Dividend payout ratio
|
39.86
|
|
37.40
|
|
96.35
|
|
43.10
|
|
33.20
|
|
|||||
Total investment securities as percentage of total assets (c)
|
24.42
|
%
|
25.04
|
%
|
26.67
|
%
|
27.80
|
%
|
26.50
|
%
|
|||||
Asset Quality Ratios (a)
|
|
|
|
|
|
||||||||||
Nonperforming loans as a percent of total loans (c)(f)
|
0.73
|
%
|
1.13
|
%
|
0.94
|
%
|
0.69
|
%
|
0.60
|
%
|
|||||
Nonperforming assets as a percent of total assets (c)(f)
|
0.49
|
|
0.75
|
|
0.62
|
|
0.47
|
|
0.39
|
|
|||||
Nonperforming assets as a percent of total loans and other real estate owned ("OREO") (c)(f)
|
0.74
|
|
1.16
|
|
0.98
|
|
0.75
|
|
0.67
|
|
|||||
Criticized loans as a percent of total loans (c)(g)
|
3.84
|
|
4.46
|
|
5.89
|
|
4.60
|
|
4.94
|
|
|||||
Classified loans as a percent of total loans (c)(h)
|
1.97
|
|
2.59
|
|
2.91
|
|
2.76
|
|
3.07
|
|
|||||
Allowance for loan losses as a percent of total loans (c)(i)
|
0.80
|
|
0.83
|
|
0.81
|
|
1.10
|
|
1.43
|
|
|||||
Allowance for loan losses as a percent of nonperforming loans (c)(f)
|
108.52
|
|
73.43
|
|
86.05
|
|
159.58
|
|
237.87
|
|
|||||
Provision for (recovery of) loan losses as a percent of average total loans
|
0.16
|
|
0.17
|
|
0.72
|
|
0.02
|
|
(0.42
|
)
|
|||||
Net charge-offs (recoveries) as a percent of average total loans (i)
|
0.15
|
%
|
0.09
|
%
|
0.78
|
%
|
(0.03
|
)%
|
(0.35
|
)%
|
|||||
Capital Information (c)
|
|
|
|
|
|
||||||||||
Common equity tier 1 capital ratio (j)
|
13.45
|
%
|
12.91
|
%
|
13.36%
|
N/A
|
N/A
|
||||||||
Tier 1 risk-based capital ratio
|
13.74
|
|
13.21
|
|
13.67
|
|
14.32
|
|
12.42
|
|
|||||
Total risk-based capital ratio (tier 1 and tier 2)
|
14.62
|
|
14.11
|
|
14.54
|
|
15.48
|
|
13.78
|
|
|||||
Leverage ratio
|
9.90
|
%
|
9.66
|
%
|
9.52
|
%
|
9.92
|
%
|
8.52
|
%
|
|||||
Common equity tier 1 capital
|
$
|
332,774
|
|
$
|
306,506
|
|
$
|
288,416
|
|
N/A
|
N/A
|
||||
Tier 1 capital
|
339,881
|
|
313,430
|
|
295,151
|
|
241,707
|
|
166,217
|
|
|||||
Total capital (tier 1 and tier 2)
|
361,579
|
|
334,957
|
|
313,974
|
|
261,371
|
|
184,457
|
|
|||||
Total risk-weighted assets
|
$
|
2,473,329
|
|
$
|
2,373,359
|
|
$
|
2,158,713
|
|
$
|
1,687,968
|
|
$
|
1,338,811
|
|
Tangible equity to tangible assets (b)
|
9.14
|
%
|
8.80
|
%
|
8.69
|
%
|
9.39
|
%
|
7.26
|
%
|
(a)
|
Reflects the impact of the acquisition of Midwest Bancshares, Inc. ("Midwest") beginning May 30, 2014, of Ohio Heritage Bancorp, Inc. ("Ohio Heritage") beginning August 22, 2014, of North Akron Savings Bank ("North Akron") beginning October 24, 2014 and of NB&T beginning March 6, 2015.
|
(b)
|
This amount represents a non-GAAP financial measure since it excludes the balance sheet impact of goodwill and other intangible assets acquired through acquisitions on total stockholders’ equity and total assets. Additional information regarding the calculation of this amount can be found in "ITEM 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS" of this Form 10-K under the caption “Capital/Stockholders’ Equity.”
|
(c)
|
Data presented as of the end of the year indicated.
|
(d)
|
Total non-interest expense (less amortization of other intangible assets) as a percentage of fully tax-equivalent net interest income plus total fee-based income. This amount represents a non-GAAP financial measure since it excludes amortization of other intangible assets, and all gains and/or losses included in earnings, and uses fully tax-equivalent net interest income. Additional information regarding the calculation of this amount can be found in "ITEM 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS" of this Form 10-K under the caption “Efficiency Ratio.”
|
(e)
|
This ratio represents a non-GAAP financial measure since it excludes the provision for (recovery of) loan losses and all gains and/or losses included in earnings. Additional information regarding the calculation of this ratio can be found in "ITEM 7 MANAGEMENT'S DISCUSSION
|
(f)
|
Nonperforming loans include loans 90+ days past due and accruing, renegotiated loans and nonaccrual loans. Nonperforming assets include nonperforming loans and other real estate owned.
|
(g)
|
"Criticized loans" include loans categorized as special mention, substandard or doubtful.
|
(h)
|
"Classified loans" include loans categorized as substandard or doubtful.
|
(i)
|
Net charge-offs (recoveries) as a percent of average total loans increased in 2015 as Peoples recorded a $13.1 million charge-off associated with one large commercial relationship, resulting in 0.67% of the reported amount of 0.78%.
|
(j)
|
Peoples' capital conservation buffer was
6.62%
at December 31, 2017 and 6.11% at December 31, 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)
|
Peoples' ability to integrate any future acquisitions, including the pending merger with ASB, which may be unsuccessful, or may be more difficult, time-consuming or costly than expected;
|
(3)
|
Peoples' ability to obtain regulatory approvals of the proposed merger of Peoples with ASB on the proposed terms and schedule, and approval of the merger by the shareholders of ASB on March 9, 2018 may be unsuccessful;
|
(4)
|
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;
|
(5)
|
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;
|
(6)
|
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;
|
(7)
|
changes in policy and other regulatory and legal developments accompanying the current presidential administration, including the recently-enacted Tax Cuts and Jobs Act, and uncertainty or speculation pending the enactment of such changes;
|
(8)
|
uncertainties in Peoples' preliminary review of, and additional analysis of, the Tax Cuts and Jobs Act;
|
(9)
|
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;
|
(10)
|
Peoples may issue equity securities in connection with future acquisitions, which could cause ownership and economic dilution to Peoples' current shareholders;
|
(11)
|
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;
|
(12)
|
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;
|
(13)
|
deterioration in the credit quality of Peoples' loan portfolio, which may adversely impact the provision for loan losses;
|
(14)
|
changes in accounting standards, policies, estimates or procedures which may adversely affect Peoples' reported financial condition or results of operations;
|
(15)
|
Peoples' assumptions and estimates used in applying critical accounting policies, which may prove unreliable, inaccurate or not predictive of actual results;
|
(16)
|
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;
|
(17)
|
Peoples' ability to receive dividends from its subsidiaries;
|
(18)
|
Peoples' ability to maintain required capital levels and adequate sources of funding and liquidity;
|
(19)
|
the impact of minimum capital thresholds established as a part of the implementation of Basel III;
|
(20)
|
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;
|
(21)
|
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;
|
(22)
|
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;
|
(23)
|
Peoples' reliance on, and the potential failure of, a number of third party vendors to perform as expected, including its primary core banking system provider;
|
(24)
|
ability to anticipate and respond to technological changes which can impact Peoples' ability to respond to customer needs and meet competitive demands;
|
(25)
|
changes in consumer spending, borrowing and saving habits, whether due to the newly-enacted tax legislation, changes in business and economic conditions, legislative or regulatory initiatives, or other factors, which may be different than anticipated;
|
(26)
|
the overall adequacy of Peoples' risk management program;
|
(27)
|
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;
|
(28)
|
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
|
(29)
|
other risk factors relating to the banking industry or Peoples as detailed from time to time in Peoples' reports filed with the SEC, including those risk factors included in the disclosures under the heading "ITEM 1A RISK FACTORS" of this Form 10-K.
|
◦
|
As of December 31, 2017, Peoples recorded a revaluation of its deferred tax assets and liabilities in light of the applicable provisions of the recently-enacted Tax Cuts and Jobs Act. Previously, Peoples had recognized its deferred tax assets and deferred tax liabilities at a federal income tax rate of 35%, and the new law required the use of a 21% federal income tax rate. As a result, Peoples wrote down its net deferred tax assets by $0.9 million, which had a direct impact on income tax expense recorded during 2017.
|
◦
|
During 2017, Peoples sold $5.0 million of available-for-sale equity securities, resulting in a gain of $3.0 million. The sales were not a normal occurrence for Peoples' business. Beginning in 2018, fluctuations in the market value of equity investment securities will be recognized on the income statement. Peoples' remaining positions in equity investment securities could pose some volatility in future quarters, depending on their respective market values at the end of future reporting periods.
|
◦
|
During 2017, Peoples closed six full-service bank branches, four located in Ohio, and two located in West Virginia. Peoples continues to evaluate its bank branch network in an effort to optimize efficiency. In 2016, Peoples closed three Ohio branches.
|
◦
|
During 2017, Peoples recorded non-core expense items of $341,000 in acquisition-related costs and $242,000 in pension settlement costs, compared to no acquisition-related costs or pension settlement costs being recorded in 2016.
|
◦
|
During 2017, Peoples entered into two forward starting interest rate swaps to obtain fixed rate borrowings with interest rates of 2.47% and 2.53%, which become effective in January and April of 2018 and mature in 2025 and 2027. These swaps locked in funding rates for $20.0 million in repurchase agreements that mature in 2018 and have interest rates of 3.61% and 3.55%.
|
◦
|
On October 23, 2017, Peoples entered into a merger agreement with ASB that calls for ASB to merge into Peoples and for ASB’s wholly-owned subsidiary, American Savings Bank, fsb, which operates six branches located in southern Ohio and northern Kentucky, to merge into Peoples Bank. This transaction is expected to close during the second quarter of 2018, subject to the satisfaction of customary closing conditions, including regulatory approvals and the approval of the shareholders of ASB. As of December 31, 2017, ASB had approximately $288.3 million in total assets, which included approximately $247.2 million in net loans, and approximately $203.2 million in total deposits. Under the terms of the ASB agreement, shareholders of ASB can elect to receive either 0.592 common share of Peoples for each share of ASB common stock or $20.00 cash per share, with a limit of 15% of the merger consideration being paid in cash. ASB is soliciting proxies for use at its special meeting of shareholders to be held on March 9, 2018, to vote on the adoption and approval of the Merger Agreement.
|
◦
|
On October 2, 2017, Peoples Insurance acquired a property and casualty focused independent insurance agency for total cash consideration of $1.7 million, and recorded $1.1 million of customer relationship intangibles and $100,000 of fixed assets, resulting in $480,000 of goodwill. The acquisition did not materially impact Peoples' financial position, results of operations or cash flows.
|
◦
|
On January 31, 2017, Peoples Insurance acquired a third-party insurance administration company for total cash consideration of $450,000, and recorded $450,000 of customer relationship intangibles resulting in no goodwill. This acquisition did not materially impact Peoples' financial position, results of operations or cash flows.
|
◦
|
On November 7, 2016, Peoples converted to an upgraded core banking system (including the related operating systems, data systems and products). The conversion resulted in a pre-tax combined revenue and expense impact of $1.3 million, or $0.05 in earnings per diluted share, for the full year of 2016. Deposit account service charges were impacted by the system conversion as Peoples granted waivers of $85,000 related to account services charges in the month of the conversion. The remainder of the $1.3 million was recorded in various expense categories, primarily in other non-interest expense, professional fees, and salaries and employee benefit costs.
|
◦
|
During 2017, Peoples borrowed an additional $75.0 million of long-term FHLB non-amortizing advances, which have interest rates ranging from 1.20% to 2.03% and mature between 2018 and 2022.
|
◦
|
Peoples continually evaluates the overall balance sheet position given the interest rate environment. During 2016, Peoples executed transactions to take advantage of the low interest rates, which included:
|
▪
|
Peoples restructured $20.0 million of FHLB long-term advance borrowings that had a weighted-average rate of 2.97%, resulting in a $700,000 loss. Peoples replaced these borrowings with a long-term FHLB advance, which has an interest rate of 2.17% and matures in 2026.
|
▪
|
Peoples borrowed an additional $35.0 million of long-term FHLB amortizing advances, which had interest rates ranging from 1.08% to 1.40%, and mature between 2019 and 2031.
|
▪
|
Peoples entered into five forward starting interest rate swaps to obtain short-term borrowings at fixed rates, with interest rates ranging from 1.49% to 1.83%, which become effective in 2018 and mature between 2022 and 2026. These swaps locked in funding rates for $40.0 million in FHLB advances that mature in 2018, which have interest rates ranging from 3.57% to 3.92%.
|
◦
|
On June 8, 2016, Peoples purchased an additional $35.0 million in bank owned life insurance ("BOLI").
|
◦
|
During the second quarter of 2016, Peoples sold $28.9 million of available-for-sale investment securities with a weighted average yield of 2.14%, for a gain of $767,000.
|
◦
|
Effective March 2, 2016, Peoples terminated the loan agreement with U.S. Bank National Association dated as of December 18, 2012, as amended (the "U.S. Bank Loan Agreement"). As of the termination date, Peoples had no outstanding borrowings under the U.S. Bank Loan Agreement. Peoples paid an immaterial non-usage fee in connection with the termination of the U.S. Bank Loan Agreement.
|
◦
|
On March 4, 2016, Peoples entered into a Credit Agreement (the "RJB Credit Agreement") with Raymond James Bank, N.A. ("Raymond James Bank"), which provides Peoples with a revolving line of credit in the maximum aggregate principal amount of $15 million, for the purpose of: (i) to the extent that any amounts remained outstanding, paying off the then outstanding $15 million revolving line of credit to Peoples pursuant to the U.S. Bank Loan Agreement; (ii) making acquisitions; (iii) making stock repurchases; (iv) working capital needs; and (v) other general corporate purposes. On March 4, 2016, Peoples paid upfront fees for the establishment of a revolving line of credit agreement of $70,600, representing 0.47% of the loan commitment under the RJB Credit Agreement.
|
◦
|
On January 6, 2016, Peoples Bank acquired a small financial advisory book of business in Marietta, Ohio for cash consideration of $0.5 million. This acquisition did not materially impact Peoples' financial position, results of operations or cash flows.
|
◦
|
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 (the "Fed"), 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 through transactions in 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 Fed has raised the benchmark Federal Funds Target Rate by 25 basis points in each of December of 2016 and March, June and December of 2017. The Fed has also begun to reduce the size of its $4.5 trillion dollar balance sheet, which could result in higher interest rates as well. However, there was no indication that the Fed would alter its current posture of tightening monetary policy at future meetings. Peoples is closely monitoring interest rates, both foreign and domestic, and potential impacts of changes in interest rates to Peoples Bank’s operations.
|
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||||||||
(
Dollars in thousands)
|
Average Balance
|
Income/ Expense
|
Yield/Cost
|
|
Average Balance
|
Income/ Expense
|
Yield/Cost
|
|
Average Balance
|
Income/ Expense
|
Yield/Cost
|
|||||||||||||||
Short-term investments
|
$
|
12,616
|
|
$
|
144
|
|
1.14
|
%
|
|
$
|
9,667
|
|
$
|
50
|
|
0.52
|
%
|
|
$
|
50,858
|
|
$
|
123
|
|
0.24
|
%
|
Other long-term investments
|
—
|
|
—
|
|
—
|
%
|
|
—
|
|
—
|
|
—
|
%
|
|
1,261
|
|
12
|
|
0.95
|
%
|
||||||
Investment Securities (a)(b):
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Taxable (c)
|
768,336
|
|
20,598
|
|
2.68
|
%
|
|
753,213
|
|
18,606
|
|
2.47
|
%
|
|
727,239
|
|
18,235
|
|
2.51
|
%
|
||||||
Nontaxable
|
107,604
|
|
4,497
|
|
4.18
|
%
|
|
112,808
|
|
4,810
|
|
4.26
|
%
|
|
106,518
|
|
4,603
|
|
4.32
|
%
|
||||||
Total investment securities
|
875,940
|
|
25,095
|
|
2.86
|
%
|
|
866,021
|
|
23,416
|
|
2.70
|
%
|
|
833,757
|
|
22,838
|
|
2.74
|
%
|
||||||
Loans (b)(d):
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Commercial real estate, construction
|
110,124
|
|
4,800
|
|
4.30
|
%
|
|
88,559
|
|
3,455
|
|
3.84
|
%
|
|
64,421
|
|
2,730
|
|
4.24
|
%
|
||||||
Commercial real estate, other
|
743,517
|
|
35,240
|
|
4.67
|
%
|
|
721,535
|
|
33,651
|
|
4.59
|
%
|
|
692,773
|
|
31,781
|
|
4.59
|
%
|
||||||
Commercial and industrial
|
439,178
|
|
19,944
|
|
4.48
|
%
|
|
376,881
|
|
15,769
|
|
4.12
|
%
|
|
329,030
|
|
14,003
|
|
4.26
|
%
|
||||||
Residential real estate (e)
|
514,024
|
|
22,256
|
|
4.33
|
%
|
|
557,537
|
|
24,279
|
|
4.35
|
%
|
|
554,909
|
|
24,554
|
|
4.42
|
%
|
||||||
Home equity lines of credit
|
110,910
|
|
4,965
|
|
4.48
|
%
|
|
109,164
|
|
4,853
|
|
4.45
|
%
|
|
99,984
|
|
4,575
|
|
4.58
|
%
|
||||||
Consumer, indirect
|
306,338
|
|
10,975
|
|
3.58
|
%
|
|
207,095
|
|
7,432
|
|
3.59
|
%
|
|
139,832
|
|
5,257
|
|
3.76
|
%
|
||||||
Consumer, other
|
69,889
|
|
5,018
|
|
7.18
|
%
|
|
72,404
|
|
4,566
|
|
6.29
|
%
|
|
71,292
|
|
4,438
|
|
6.23
|
%
|
||||||
Total loans
|
2,293,980
|
|
103,198
|
|
4.50
|
%
|
|
2,133,175
|
|
94,005
|
|
4.41
|
%
|
|
1,952,241
|
|
87,338
|
|
4.47
|
%
|
||||||
Less: Allowance for loan losses
|
(18,713
|
)
|
|
|
|
(17,564
|
)
|
|
|
|
(19,174
|
)
|
|
|
||||||||||||
Net loans
|
2,275,267
|
|
103,198
|
|
4.50
|
%
|
|
2,115,611
|
|
94,005
|
|
4.40
|
%
|
|
1,933,067
|
|
87,338
|
|
4.52
|
%
|
||||||
Total earning assets
|
3,163,823
|
|
128,437
|
|
4.03
|
%
|
|
2,991,299
|
|
117,471
|
|
3.90
|
%
|
|
2,818,943
|
|
110,311
|
|
3.91
|
%
|
||||||
Intangible assets
|
144,696
|
|
|
|
|
147,981
|
|
|
|
|
144,013
|
|
|
|
||||||||||||
Other assets
|
201,769
|
|
|
|
|
181,167
|
|
|
|
|
148,897
|
|
|
|
||||||||||||
Total assets
|
$
|
3,510,288
|
|
|
|
|
$
|
3,320,447
|
|
|
|
|
$
|
3,111,853
|
|
|
|
|||||||||
Deposits:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Savings accounts
|
$
|
442,684
|
|
$
|
249
|
|
0.06
|
%
|
|
$
|
434,140
|
|
$
|
231
|
|
0.05
|
%
|
|
$
|
388,802
|
|
$
|
209
|
|
0.05
|
%
|
Government deposit accounts
|
294,053
|
|
704
|
|
0.24
|
%
|
|
296,590
|
|
570
|
|
0.19
|
%
|
|
276,367
|
|
597
|
|
0.22
|
%
|
||||||
Interest-bearing demand accounts
|
367,699
|
|
543
|
|
0.15
|
%
|
|
260,788
|
|
217
|
|
0.08
|
%
|
|
222,868
|
|
178
|
|
0.08
|
%
|
||||||
Money market accounts
|
389,885
|
|
877
|
|
0.22
|
%
|
|
401,693
|
|
702
|
|
0.17
|
%
|
|
384,258
|
|
614
|
|
0.16
|
%
|
||||||
Retail certificates of deposit
|
358,307
|
|
2,997
|
|
0.84
|
%
|
|
406,298
|
|
3,181
|
|
0.78
|
%
|
|
452,083
|
|
3,087
|
|
0.68
|
%
|
||||||
Brokered deposits
|
98,793
|
|
1,784
|
|
1.81
|
%
|
|
41,613
|
|
1,041
|
|
2.50
|
%
|
|
50,081
|
|
1,521
|
|
3.04
|
%
|
||||||
Total interest-bearing deposits
|
1,951,421
|
|
7,154
|
|
0.37
|
%
|
|
1,841,122
|
|
5,942
|
|
0.32
|
%
|
|
1,774,459
|
|
6,206
|
|
0.35
|
%
|
||||||
Borrowed Funds:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Short-term FHLB advances
|
100,205
|
|
1,160
|
|
1.16
|
%
|
|
86,260
|
|
384
|
|
0.45
|
%
|
|
16,863
|
|
42
|
|
0.25
|
%
|
||||||
Retail repurchase agreements
|
82,042
|
|
374
|
|
0.46
|
%
|
|
72,909
|
|
124
|
|
0.17
|
%
|
|
83,574
|
|
140
|
|
0.17
|
%
|
||||||
Total short-term borrowings
|
182,247
|
|
1,534
|
|
0.84
|
%
|
|
159,169
|
|
508
|
|
0.32
|
%
|
|
100,437
|
|
182
|
|
0.18
|
%
|
||||||
Long-term FHLB advances
|
136,799
|
|
2,794
|
|
2.04
|
%
|
|
84,605
|
|
2,238
|
|
2.65
|
%
|
|
82,184
|
|
2,256
|
|
2.75
|
%
|
||||||
Wholesale repurchase agreements
|
33,315
|
|
1,225
|
|
3.68
|
%
|
|
40,000
|
|
1,475
|
|
3.69
|
%
|
|
40,000
|
|
1,471
|
|
3.68
|
%
|
||||||
Other borrowings
|
6,977
|
|
441
|
|
6.34
|
%
|
|
6,781
|
|
416
|
|
6.13
|
%
|
|
13,064
|
|
606
|
|
4.58
|
%
|
||||||
Total long-term borrowings
|
177,091
|
|
4,460
|
|
2.52
|
%
|
|
131,386
|
|
4,129
|
|
3.14
|
%
|
|
135,248
|
|
4,333
|
|
3.20
|
%
|
||||||
Total borrowed funds
|
359,338
|
|
5,994
|
|
1.67
|
%
|
|
290,555
|
|
4,637
|
|
1.60
|
%
|
|
235,685
|
|
4,515
|
|
1.92
|
%
|
||||||
Total interest-bearing liabilities
|
2,310,759
|
|
13,148
|
|
0.57
|
%
|
|
2,131,677
|
|
10,579
|
|
0.50
|
%
|
|
2,010,144
|
|
10,721
|
|
0.53
|
%
|
||||||
Non-interest-bearing deposits
|
713,027
|
|
|
|
|
722,291
|
|
|
|
|
663,395
|
|
|
|
||||||||||||
Other liabilities
|
36,123
|
|
|
|
|
|
33,813
|
|
|
|
|
|
31,018
|
|
|
|
|
|||||||||
Total liabilities
|
3,059,909
|
|
|
|
|
2,887,781
|
|
|
|
|
2,704,557
|
|
|
|
||||||||||||
Total stockholders’ equity
|
450,379
|
|
|
|
|
|
432,666
|
|
|
|
|
|
407,296
|
|
|
|
|
|||||||||
Total liabilities and stockholders’ equity
|
$
|
3,510,288
|
|
|
|
|
|
$
|
3,320,447
|
|
|
|
|
|
$
|
3,111,853
|
|
|
|
|
||||||
Interest rate spread (b)
|
|
$
|
115,289
|
|
3.46
|
%
|
|
|
$
|
106,892
|
|
3.40
|
%
|
|
|
$
|
99,590
|
|
3.38
|
%
|
||||||
Net interest margin (b)
|
3.62
|
%
|
|
|
|
3.54
|
%
|
|
|
|
3.53
|
%
|
(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.
|
(d)
|
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.
|
(e)
|
Loans held for sale are included in the average loan balance listed. Related interest income on loans originated for sale prior to the loan being sold is included in loan interest income.
|
(Dollars in thousands)
|
Changes from 2016 to 2017
|
|
Changes from 2015 to 2016
|
||||||||||||||||
Increase (decrease) in:
|
Rate
|
Volume
|
Total
(1)
|
|
Rate
|
Volume
|
Total
(1)
|
||||||||||||
INTEREST INCOME:
|
|
|
|
|
|
|
|
||||||||||||
Short-term investments
|
$
|
75
|
|
$
|
19
|
|
$
|
94
|
|
|
$
|
74
|
|
$
|
(147
|
)
|
$
|
(73
|
)
|
Other long-term investments
|
—
|
|
—
|
|
—
|
|
|
(6
|
)
|
(6
|
)
|
(12
|
)
|
||||||
Investment Securities (2):
|
|
|
|
|
|
|
|
||||||||||||
Taxable
|
1,612
|
|
380
|
|
1,992
|
|
|
(274
|
)
|
645
|
|
371
|
|
||||||
Nontaxable
|
(94
|
)
|
(219
|
)
|
(313
|
)
|
|
(62
|
)
|
269
|
|
207
|
|
||||||
Total investment income
|
1,518
|
|
161
|
|
1,679
|
|
|
(336
|
)
|
914
|
|
578
|
|
||||||
Loans (2)
:
|
|
|
|
|
|
|
|
||||||||||||
Commercial real estate, construction
|
445
|
|
900
|
|
1,345
|
|
|
(232
|
)
|
957
|
|
725
|
|
||||||
Commercial real estate, other
|
611
|
|
978
|
|
1,589
|
|
|
468
|
|
1,402
|
|
1,870
|
|
||||||
Commercial and industrial
|
1,454
|
|
2,721
|
|
4,175
|
|
|
(267
|
)
|
2,033
|
|
1,766
|
|
||||||
Residential real estate
|
(138
|
)
|
(1,885
|
)
|
(2,023
|
)
|
|
(391
|
)
|
116
|
|
(275
|
)
|
||||||
Home equity lines of credit
|
34
|
|
78
|
|
112
|
|
|
(133
|
)
|
411
|
|
278
|
|
||||||
Consumer, indirect
|
(147
|
)
|
3,559
|
|
3,412
|
|
|
(249
|
)
|
2,424
|
|
2,175
|
|
||||||
Consumer, other
|
740
|
|
(157
|
)
|
583
|
|
|
58
|
|
70
|
|
128
|
|
||||||
Total loan income
|
2,999
|
|
6,194
|
|
9,193
|
|
|
(746
|
)
|
7,413
|
|
6,667
|
|
||||||
Total interest income
|
4,592
|
|
6,374
|
|
10,966
|
|
|
(1,014
|
)
|
8,174
|
|
7,160
|
|
||||||
INTEREST EXPENSE:
|
|
|
|
|
|
|
|
||||||||||||
Deposits:
|
|
|
|
|
|
|
|
||||||||||||
Savings accounts
|
13
|
|
5
|
|
18
|
|
|
(2
|
)
|
24
|
|
22
|
|
||||||
Government deposit accounts
|
139
|
|
(5
|
)
|
134
|
|
|
(69
|
)
|
42
|
|
(27
|
)
|
||||||
Interest-bearing demand accounts
|
214
|
|
112
|
|
326
|
|
|
8
|
|
31
|
|
39
|
|
||||||
Money market accounts
|
197
|
|
(22
|
)
|
175
|
|
|
59
|
|
29
|
|
88
|
|
||||||
Retail certificates of deposit
|
208
|
|
(392
|
)
|
(184
|
)
|
|
425
|
|
(331
|
)
|
94
|
|
||||||
Brokered certificates of deposit
|
(357
|
)
|
1,100
|
|
743
|
|
|
(245
|
)
|
(235
|
)
|
(480
|
)
|
||||||
Total deposit cost
|
414
|
|
798
|
|
1,212
|
|
|
176
|
|
(440
|
)
|
(264
|
)
|
||||||
Borrowed funds:
|
|
|
|
|
|
|
|
||||||||||||
Short-term borrowings
|
343
|
|
683
|
|
1,026
|
|
|
19
|
|
307
|
|
326
|
|
||||||
Long-term borrowings
|
(586
|
)
|
917
|
|
331
|
|
|
81
|
|
(285
|
)
|
(204
|
)
|
||||||
Total borrowed funds cost
|
(243
|
)
|
1,600
|
|
1,357
|
|
|
100
|
|
22
|
|
122
|
|
||||||
Total interest expense
|
171
|
|
2,398
|
|
2,569
|
|
|
276
|
|
(418
|
)
|
(142
|
)
|
||||||
Net interest income
|
$
|
4,421
|
|
$
|
3,976
|
|
$
|
8,397
|
|
|
$
|
(1,290
|
)
|
$
|
8,592
|
|
$
|
7,302
|
|
(1)
|
The change in interest due to both rate and volume has been allocated to rate and volume changes in proportion to the
|
(2)
|
Interest income and yields are presented on a fully tax-equivalent basis using a 35% federal tax rate.
|
(Dollars in thousands)
|
2017
|
2016
|
2015
|
||||||
Net interest income, as reported
|
$
|
113,377
|
|
$
|
104,865
|
|
$
|
97,612
|
|
Taxable equivalent adjustments
|
1,912
|
|
2,027
|
|
1,978
|
|
|||
Fully tax-equivalent net interest income
|
$
|
115,289
|
|
$
|
106,892
|
|
$
|
99,590
|
|
(Dollars in thousands)
|
2017
|
2016
|
2015
|
||||||
Loan losses
|
$
|
3,050
|
|
$
|
2,890
|
|
$
|
13,485
|
|
Checking account overdrafts
|
722
|
|
649
|
|
612
|
|
|||
Provision for loan losses
|
$
|
3,772
|
|
$
|
3,539
|
|
$
|
14,097
|
|
As a percent of average total loans
|
0.16
|
%
|
0.17
|
%
|
0.72
|
%
|
(Dollars in thousands)
|
2017
|
2016
|
2015
|
||||||
Net gain (loss) on bank premises and equipment
|
$
|
28
|
|
$
|
(188
|
)
|
$
|
(696
|
)
|
Net loss on debt extinguishment
|
—
|
|
(707
|
)
|
(520
|
)
|
|||
Net loss on other real estate owned ("OREO")
|
(116
|
)
|
(34
|
)
|
(529
|
)
|
|||
Net gain (loss) on other assets
|
25
|
|
(204
|
)
|
(43
|
)
|
|||
Net loss on asset disposals and other transactions
|
$
|
(63
|
)
|
$
|
(1,133
|
)
|
$
|
(1,788
|
)
|
(Dollars in thousands)
|
2017
|
2016
|
2015
|
||||||
Property and casualty insurance commissions
|
$
|
10,298
|
|
$
|
10,064
|
|
$
|
10,097
|
|
Life and health insurance commissions
|
1,759
|
|
1,733
|
|
1,756
|
|
|||
Performance-based commissions
|
1,457
|
|
1,742
|
|
1,625
|
|
|||
Credit life and A&H insurance commissions
|
31
|
|
35
|
|
50
|
|
|||
Other fees and charges
|
659
|
|
272
|
|
255
|
|
|||
Insurance income
|
$
|
14,204
|
|
$
|
13,846
|
|
$
|
13,783
|
|
(Dollars in thousands)
|
2017
|
2016
|
2015
|
||||||
Fiduciary
|
$
|
8,020
|
|
$
|
7,418
|
|
$
|
6,950
|
|
Brokerage
|
3,538
|
|
3,171
|
|
2,627
|
|
|||
Trust and investment income
|
$
|
11,558
|
|
$
|
10,589
|
|
$
|
9,577
|
|
(Dollars in thousands)
|
2017
|
2016
|
2015
|
||||||
Trust assets under administration and management
|
$
|
1,452,959
|
|
$
|
1,301,509
|
|
$
|
1,275,253
|
|
Brokerage assets under administration and management
|
887,303
|
|
777,771
|
|
664,153
|
|
|||
Total assets under administration and management
|
$
|
2,340,262
|
|
$
|
2,079,280
|
|
$
|
1,939,406
|
|
Annual average
|
$
|
2,221,747
|
|
$
|
2,002,537
|
|
$
|
1,859,336
|
|
(Dollars in thousands)
|
2017
|
2016
|
2015
|
||||||
Overdraft and non-sufficient funds fees
|
$
|
6,720
|
|
$
|
7,849
|
|
$
|
8,276
|
|
Account maintenance fees
|
2,276
|
|
2,260
|
|
2,126
|
|
|||
Other fees and charges
|
618
|
|
553
|
|
443
|
|
|||
Deposit account service charges
|
$
|
9,614
|
|
$
|
10,662
|
|
$
|
10,845
|
|
(Dollars in thousands)
|
2017
|
2016
|
2015
|
||||||
E-banking income
|
$
|
10,358
|
|
$
|
10,353
|
|
$
|
8,958
|
|
Bank owned life insurance income
|
1,950
|
|
1,414
|
|
598
|
|
|||
Mortgage banking income
|
1,872
|
|
1,304
|
|
1,317
|
|
|||
Commercial loan swap fee income
|
1,232
|
|
1,076
|
|
565
|
|
|||
Other non-interest income
|
1,865
|
|
1,826
|
|
1,798
|
|
(Dollars in thousands)
|
2017
|
2016
|
2015
|
||||||
Base salaries and wages
|
$
|
39,669
|
|
$
|
39,422
|
|
$
|
42,140
|
|
Sales-based and incentive compensation
|
10,223
|
|
8,752
|
|
6,340
|
|
|||
Employee benefits
|
6,542
|
|
5,742
|
|
6,016
|
|
|||
Stock-based compensation
|
1,747
|
|
1,332
|
|
1,843
|
|
|||
Deferred personnel costs
|
(1,835
|
)
|
(1,779
|
)
|
(1,593
|
)
|
|||
Payroll taxes and other employment costs
|
3,930
|
|
3,964
|
|
4,470
|
|
|||
Salaries and employee benefit costs
|
$
|
60,276
|
|
$
|
57,433
|
|
$
|
59,216
|
|
Full-time equivalent employees:
|
|
|
|
||||||
Actual at end of the period
|
774
|
|
782
|
|
817
|
|
|||
Average during the period
|
778
|
|
804
|
|
799
|
|
(Dollars in thousands)
|
2017
|
2016
|
2015
|
||||||
Depreciation
|
$
|
4,850
|
|
$
|
5,079
|
|
$
|
4,639
|
|
Repairs and maintenance costs
|
2,573
|
|
2,345
|
|
2,908
|
|
|||
Net rent expense
|
931
|
|
901
|
|
844
|
|
|||
Property taxes, utilities and other costs
|
2,279
|
|
2,410
|
|
2,816
|
|
|||
Net occupancy and equipment expense
|
$
|
10,633
|
|
$
|
10,735
|
|
$
|
11,207
|
|
(Dollars in thousands)
|
2017
|
2016
|
2015
|
||||||
Professional fees
|
$
|
6,575
|
|
$
|
7,436
|
|
$
|
7,295
|
|
E-banking expense
|
5,874
|
|
5,992
|
|
5,300
|
|
|||
Data processing and software expense
|
4,441
|
|
3,763
|
|
3,671
|
|
|||
Amortization of other intangible assets
|
3,516
|
|
4,030
|
|
4,077
|
|
|||
Franchise tax expense
|
2,246
|
|
2,192
|
|
1,968
|
|
|||
FDIC insurance expense
|
1,816
|
|
1,899
|
|
2,084
|
|
|||
Communication expense
|
1,475
|
|
2,261
|
|
2,286
|
|
|||
Marketing expense
|
1,714
|
|
1,594
|
|
2,838
|
|
|||
Foreclosed real estate and other loan expenses
|
873
|
|
859
|
|
1,276
|
|
|||
Other non-interest expense
|
8,536
|
|
8,717
|
|
13,863
|
|
(Dollars in thousands)
|
2017
|
2016
|
2015
|
2014
|
2013
|
||||||||||
Income before income taxes
|
$
|
57,203
|
|
$
|
45,282
|
|
$
|
14,816
|
|
$
|
24,178
|
|
$
|
29,084
|
|
Add: provision for loan losses
|
3,772
|
|
3,539
|
|
14,097
|
|
339
|
|
—
|
|
|||||
Add: net loss on debt extinguishment
|
—
|
|
707
|
|
520
|
|
—
|
|
—
|
|
|||||
Add: net loss on OREO
|
116
|
|
34
|
|
529
|
|
68
|
|
—
|
|
|||||
Add: net loss on other transactions
|
—
|
|
392
|
|
739
|
|
430
|
|
241
|
|
|||||
Less: recovery of loan losses
|
—
|
|
—
|
|
—
|
|
—
|
|
4,410
|
|
|||||
Less: net gain on debt extinguishment
|
—
|
|
—
|
|
—
|
|
67
|
|
—
|
|
|||||
Less: net gain on OREO
|
—
|
|
—
|
|
—
|
|
—
|
|
86
|
|
|||||
Less: net gain on investment securities
|
2,983
|
|
930
|
|
729
|
|
398
|
|
489
|
|
|||||
Less: net gain on other assets
|
53
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Pre-provision net revenue
|
$
|
58,055
|
|
$
|
49,024
|
|
$
|
29,972
|
|
$
|
24,550
|
|
$
|
24,340
|
|
Total average assets
|
$
|
3,510,288
|
|
$
|
3,320,447
|
|
$
|
3,111,853
|
|
$
|
2,240,534
|
|
$
|
1,932,367
|
|
Pre-provision net revenue to total average assets
|
1.65
|
%
|
1.48
|
%
|
0.96
|
%
|
1.10
|
%
|
1.26
|
%
|
(Dollars in thousands)
|
2017
|
2016
|
2015
|
2014
|
2013
|
||||||||||
|
|
|
|
|
|
||||||||||
Core fee-based income:
|
|
|
|
|
|
||||||||||
Total non-interest income
|
$
|
55,573
|
|
$
|
50,867
|
|
$
|
46,382
|
|
$
|
40,020
|
|
$
|
37,554
|
|
Less: net gain on investment securities
|
2,983
|
|
930
|
|
729
|
|
398
|
|
489
|
|
|||||
Add: net loss on asset disposals and other transactions
|
(63
|
)
|
(1,133
|
)
|
(1,788
|
)
|
(431
|
)
|
(155
|
)
|
|||||
Total fee-based income
|
$
|
52,653
|
|
$
|
51,070
|
|
$
|
47,441
|
|
$
|
40,053
|
|
$
|
37,220
|
|
Plus: core banking system conversion revenue waived
|
—
|
|
85
|
|
—
|
|
—
|
|
—
|
|
|||||
Core fee-based income
|
$
|
52,653
|
|
$
|
51,155
|
|
$
|
47,441
|
|
$
|
40,053
|
|
$
|
37,220
|
|
(Dollars in thousands)
|
2017
|
2016
|
2015
|
2014
|
2013
|
||||||||||
|
|
|
|
|
|
||||||||||
Core non-interest expense:
|
|
|
|
|
|
||||||||||
Total non-interest expense
|
$
|
107,975
|
|
$
|
106,911
|
|
$
|
115,081
|
|
$
|
85,009
|
|
$
|
68,265
|
|
Less: system conversion costs
|
—
|
|
1,259
|
|
—
|
|
—
|
|
—
|
|
|||||
Less: acquisition-related costs
|
341
|
|
—
|
|
10,722
|
|
4,752
|
|
1,412
|
|
|||||
Less: pension settlement charges
|
242
|
|
—
|
|
459
|
|
1,400
|
|
270
|
|
|||||
Less: other non-core charges
|
—
|
|
—
|
|
592
|
|
298
|
|
—
|
|
|||||
Core non-interest expense
|
$
|
107,392
|
|
$
|
105,652
|
|
$
|
103,308
|
|
$
|
78,559
|
|
$
|
66,583
|
|
(Dollars in thousands)
|
2017
|
2016
|
2015
|
2014
|
2013
|
||||||||||
|
|
|
|
|
|
||||||||||
Efficiency ratio:
|
|
|
|
|
|
||||||||||
Total non-interest expense
|
$
|
107,975
|
|
$
|
106,911
|
|
$
|
115,081
|
|
$
|
85,009
|
|
$
|
68,265
|
|
Less: Amortization of other intangible assets
|
3,516
|
|
4,030
|
|
4,077
|
|
1,428
|
|
807
|
|
|||||
Adjusted total non-interest expense
|
$
|
104,459
|
|
$
|
102,881
|
|
$
|
111,004
|
|
$
|
83,581
|
|
$
|
67,458
|
|
Total fee-based income
|
$
|
52,653
|
|
$
|
51,070
|
|
$
|
47,441
|
|
$
|
40,053
|
|
$
|
37,220
|
|
|
|
|
|
|
|
||||||||||
Net interest income
|
$
|
113,377
|
|
$
|
104,865
|
|
$
|
97,612
|
|
$
|
69,506
|
|
$
|
55,385
|
|
Add: Fully tax-equivalent adjustment
|
1,912
|
|
2,027
|
|
1,978
|
|
1,335
|
|
1,211
|
|
|||||
Net interest income on a fully tax-equivalent basis
|
$
|
115,289
|
|
$
|
106,892
|
|
$
|
99,590
|
|
$
|
70,841
|
|
$
|
56,596
|
|
|
|
|
|
|
|
||||||||||
Adjusted revenue
|
$
|
167,942
|
|
$
|
157,962
|
|
$
|
147,031
|
|
$
|
110,894
|
|
$
|
93,816
|
|
Efficiency ratio
|
62.20
|
%
|
65.13
|
%
|
75.50
|
%
|
75.37
|
%
|
71.90
|
%
|
|||||
|
|
|
|
|
|
||||||||||
Core non-interest expense
|
$
|
107,392
|
|
$
|
105,652
|
|
$
|
103,308
|
|
$
|
78,559
|
|
$
|
66,583
|
|
Less: Amortization of other intangible assets
|
3,516
|
|
4,030
|
|
4,077
|
|
1,428
|
|
807
|
|
|||||
Adjusted core non-interest expense
|
$
|
103,876
|
|
$
|
101,622
|
|
$
|
99,231
|
|
$
|
77,131
|
|
$
|
65,776
|
|
Core fee-based income
|
$
|
52,653
|
|
$
|
51,155
|
|
$
|
47,441
|
|
$
|
40,053
|
|
$
|
37,220
|
|
Net interest income on a fully tax-equivalent basis
|
$
|
115,289
|
|
$
|
106,892
|
|
$
|
99,590
|
|
$
|
70,841
|
|
$
|
56,585
|
|
Adjusted revenue
|
$
|
167,942
|
|
$
|
158,047
|
|
$
|
147,031
|
|
$
|
110,894
|
|
$
|
93,805
|
|
Efficiency ratio adjusted for non-core items
|
61.85
|
%
|
64.30
|
%
|
67.49
|
%
|
69.55
|
%
|
70.12
|
%
|
(Dollars in thousands)
|
2017
|
2016
|
2015
|
2014
|
2013
|
||||||||||
Fair Value
|
$
|
1,924
|
|
$
|
2,991
|
|
$
|
4,201
|
|
$
|
14,058
|
|
$
|
23,446
|
|
Amortized cost
|
2,109
|
|
3,206
|
|
4,331
|
|
13,604
|
|
22,926
|
|
|||||
Net unrealized (loss) gain
|
$
|
(185
|
)
|
$
|
(215
|
)
|
$
|
(130
|
)
|
$
|
454
|
|
$
|
520
|
|
(Dollars in thousands)
|
2017
|
2016
|
2015
|
2014
|
2013
|
||||||||||
Gross originated loans:
|
|
|
|
|
|
||||||||||
Commercial real estate, construction
|
$
|
107,118
|
|
$
|
84,626
|
|
$
|
63,785
|
|
$
|
37,901
|
|
$
|
44,703
|
|
Commercial real estate, other
|
595,447
|
|
531,557
|
|
471,184
|
|
434,660
|
|
394,532
|
|
|||||
Commercial real estate
|
702,565
|
|
616,183
|
|
534,969
|
|
472,561
|
|
439,235
|
|
|||||
Commercial and industrial
|
438,051
|
|
378,131
|
|
288,130
|
|
249,975
|
|
206,276
|
|
|||||
Residential real estate
|
304,523
|
|
307,490
|
|
288,783
|
|
254,169
|
|
248,883
|
|
|||||
Home equity lines of credit
|
88,902
|
|
85,617
|
|
74,176
|
|
62,463
|
|
55,178
|
|
|||||
Consumer, indirect
|
340,390
|
|
252,024
|
|
165,320
|
|
112,563
|
|
76,619
|
|
|||||
Consumer, other
|
67,010
|
|
67,579
|
|
61,813
|
|
57,350
|
|
57,245
|
|
|||||
Consumer
|
407,400
|
|
319,603
|
|
227,133
|
|
169,913
|
|
133,864
|
|
|||||
Deposit account overdrafts
|
849
|
|
1,080
|
|
1,448
|
|
2,933
|
|
2,060
|
|
|||||
Total originated loans
|
$
|
1,942,290
|
|
$
|
1,708,104
|
|
$
|
1,414,639
|
|
$
|
1,212,014
|
|
$
|
1,085,496
|
|
Gross acquired loans:
|
|
|
|
|
|
||||||||||
Commercial real estate, construction
|
$
|
8,319
|
|
$
|
10,100
|
|
$
|
12,114
|
|
$
|
1,051
|
|
$
|
2,836
|
|
Commercial real estate, other
|
165,120
|
|
204,466
|
|
265,092
|
|
121,475
|
|
55,638
|
|
|||||
Commercial real estate
|
173,439
|
|
214,566
|
|
277,206
|
|
122,526
|
|
58,474
|
|
|||||
Commercial and industrial
|
34,493
|
|
44,208
|
|
63,589
|
|
30,056
|
|
26,478
|
|
|||||
Residential real estate
|
184,864
|
|
228,435
|
|
276,772
|
|
225,274
|
|
19,734
|
|
|||||
Home equity lines of credit
|
20,575
|
|
25,875
|
|
32,253
|
|
18,232
|
|
4,898
|
|
|||||
Consumer, indirect
|
329
|
|
808
|
|
1,776
|
|
2,445
|
|
—
|
|
|||||
Consumer, other
|
1,147
|
|
2,940
|
|
6,205
|
|
10,351
|
|
1,154
|
|
|||||
Consumer
|
1,476
|
|
3,748
|
|
7,981
|
|
12,796
|
|
1,154
|
|
|||||
Total acquired loans (a)
|
$
|
414,847
|
|
$
|
516,832
|
|
$
|
657,801
|
|
$
|
408,884
|
|
$
|
110,738
|
|
Total loans
|
$
|
2,357,137
|
|
$
|
2,224,936
|
|
$
|
2,072,440
|
|
$
|
1,620,898
|
|
$
|
1,196,234
|
|
(Dollars in thousands)
|
2017
|
2016
|
2015
|
2014
|
2013
|
||||||||||
Average total loans
|
$
|
2,293,980
|
|
$
|
2,133,175
|
|
$
|
1,952,241
|
|
$
|
1,364,808
|
|
$
|
1,046,371
|
|
Average allowance for loan losses
|
(18,713
|
)
|
(17,564
|
)
|
(19,174
|
)
|
(17,362
|
)
|
(17,935
|
)
|
|||||
Average loans, net of average allowance for loan losses
|
$
|
2,275,267
|
|
$
|
2,115,611
|
|
$
|
1,933,067
|
|
$
|
1,347,446
|
|
$
|
1,028,436
|
|
Percent of loans to total loans:
|
|
|
|
|
|
||||||||||
Commercial real estate, construction
|
4.9
|
%
|
4.3
|
%
|
3.7
|
%
|
2.4
|
%
|
4.0
|
%
|
|||||
Commercial real estate, other
|
32.3
|
%
|
33.0
|
%
|
35.5
|
%
|
34.2
|
%
|
37.6
|
%
|
|||||
Commercial real estate
|
37.2
|
%
|
37.3
|
%
|
39.2
|
%
|
36.6
|
%
|
41.6
|
%
|
|||||
Commercial and industrial
|
20.0
|
%
|
19.0
|
%
|
17.0
|
%
|
17.3
|
%
|
19.5
|
%
|
|||||
Residential real estate
|
20.8
|
%
|
24.1
|
%
|
27.3
|
%
|
29.6
|
%
|
22.5
|
%
|
|||||
Home equity lines of credit
|
4.6
|
%
|
5.0
|
%
|
5.1
|
%
|
5.0
|
%
|
5.0
|
%
|
|||||
Consumer, indirect
|
14.5
|
%
|
11.4
|
%
|
8.0
|
%
|
7.1
|
%
|
6.4
|
%
|
|||||
Consumer, other
|
2.9
|
%
|
3.2
|
%
|
3.3
|
%
|
4.2
|
%
|
4.9
|
%
|
|||||
Consumer
|
17.4
|
%
|
14.6
|
%
|
11.3
|
%
|
11.3
|
%
|
11.3
|
%
|
|||||
Deposit account overdrafts (b)
|
NM
|
|
NM
|
|
0.1
|
%
|
0.2
|
%
|
0.1
|
%
|
|||||
Total percentage
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
|||||
|
|
|
|
|
|
||||||||||
Residential real estate loans being serviced for others
|
$
|
412,965
|
|
$
|
398,134
|
|
$
|
390,398
|
|
$
|
352,779
|
|
$
|
341,183
|
|
(Dollars in thousands)
|
Due in One Year or Less
|
Due in One to Five Years
|
Due After Five Years
|
Total
|
% of Total
|
|||||||||
Commercial real estate, construction:
|
|
|
|
|
|
|||||||||
Fixed
|
$
|
787
|
|
$
|
11,990
|
|
$
|
7,780
|
|
$
|
20,557
|
|
17.8
|
%
|
Variable
|
61,589
|
|
28,801
|
|
4,490
|
|
94,880
|
|
82.2
|
%
|
||||
Total
|
$
|
62,376
|
|
$
|
40,791
|
|
$
|
12,270
|
|
$
|
115,437
|
|
100.0
|
%
|
Commercial real estate, other:
|
|
|
|
|
|
|||||||||
Fixed
|
$
|
10,117
|
|
$
|
118,056
|
|
$
|
95,624
|
|
$
|
223,797
|
|
29.4
|
%
|
Variable
|
317,801
|
|
144,462
|
|
74,507
|
|
536,770
|
|
70.6
|
%
|
||||
Total
|
$
|
327,918
|
|
$
|
262,518
|
|
$
|
170,131
|
|
$
|
760,567
|
|
100.0
|
%
|
Commercial and industrial:
|
|
|
|
|
|
|||||||||
Fixed
|
$
|
4,614
|
|
$
|
61,142
|
|
$
|
27,876
|
|
$
|
93,632
|
|
19.8
|
%
|
Variable
|
297,408
|
|
52,748
|
|
28,756
|
|
378,912
|
|
80.2
|
%
|
||||
Total
|
$
|
302,022
|
|
$
|
113,890
|
|
$
|
56,632
|
|
$
|
472,544
|
|
100.0
|
%
|
Total commercial loans:
|
|
|
|
|
|
|||||||||
Fixed
|
$
|
15,518
|
|
$
|
191,188
|
|
$
|
131,280
|
|
$
|
337,986
|
|
25.1
|
%
|
Variable
|
676,798
|
|
226,011
|
|
107,753
|
|
1,010,562
|
|
74.9
|
%
|
||||
Total
|
$
|
692,316
|
|
$
|
417,199
|
|
$
|
239,033
|
|
$
|
1,348,548
|
|
100.0
|
%
|
(Dollars in thousands)
|
Outstanding Balance
|
Available Loan Commitments
|
Total Exposure
|
% of Total
|
|||||||
Commercial real estate, construction:
|
|
|
|
|
|||||||
Apartment complexes
|
$
|
44,017
|
|
$
|
49,119
|
|
$
|
93,136
|
|
37.3
|
%
|
Mixed commercial use facilities
|
9,996
|
|
21,658
|
|
31,654
|
|
12.7
|
%
|
|||
Office buildings
|
5,490
|
|
24,994
|
|
30,484
|
|
12.2
|
%
|
|||
Assisted living facilities and nursing homes
|
4,427
|
|
25,700
|
|
30,127
|
|
12.1
|
%
|
|||
Light industrial
|
9,717
|
|
3,036
|
|
12,753
|
|
5.1
|
%
|
|||
Residential property
|
2,420
|
|
2,647
|
|
5,067
|
|
2.0
|
%
|
|||
Other
|
39,370
|
|
7,026
|
|
46,396
|
|
18.6
|
%
|
|||
Commercial real estate, construction
|
$
|
115,437
|
|
$
|
134,180
|
|
$
|
249,617
|
|
100.0
|
%
|
(Dollars in thousands)
|
Outstanding Balance
|
Available Loan Commitments
|
Total Exposure
|
% of Total
|
|||||||
Commercial real estate, other:
|
|
|
|
|
|||||||
Office buildings and complexes:
|
|
|
|
|
|||||||
Owner occupied
|
$
|
43,062
|
|
$
|
2,575
|
|
$
|
45,637
|
|
5.8
|
%
|
Non-owner occupied
|
46,381
|
|
478
|
|
46,859
|
|
5.9
|
%
|
|||
Total office buildings and complexes
|
89,443
|
|
3,053
|
|
92,496
|
|
11.7
|
%
|
|||
Mixed commercial use facilities:
|
|
|
|
|
|||||||
Owner occupied
|
36,680
|
|
874
|
|
37,554
|
|
4.7
|
%
|
|||
Non-owner occupied
|
40,976
|
|
1,514
|
|
42,490
|
|
5.4
|
%
|
|||
Total mixed commercial use facilities
|
77,656
|
|
2,388
|
|
80,044
|
|
10.1
|
%
|
|||
Apartment complexes
|
64,203
|
|
187
|
|
64,390
|
|
8.1
|
%
|
|||
Retail facilities:
|
|
|
|
|
|||||||
Owner occupied
|
27,480
|
|
653
|
|
28,133
|
|
3.6
|
%
|
|||
Non-owner occupied
|
33,183
|
|
982
|
|
34,165
|
|
4.3
|
%
|
|||
Total retail facilities
|
60,663
|
|
1,635
|
|
62,298
|
|
7.9
|
%
|
|||
Light industrial facilities:
|
|
|
|
|
|||||||
Owner occupied
|
49,421
|
|
38
|
|
49,459
|
|
6.2
|
%
|
|||
Non-owner occupied
|
11,691
|
|
—
|
|
11,691
|
|
1.5
|
%
|
|||
Total light industrial facilities
|
61,112
|
|
38
|
|
61,150
|
|
7.7
|
%
|
|||
Lodging and lodging related
|
36,990
|
|
2,899
|
|
39,889
|
|
5.0
|
%
|
|||
Assisted living facilities and nursing homes
|
35,519
|
|
1,065
|
|
36,584
|
|
4.6
|
%
|
|||
Warehouse facilities
|
27,625
|
|
255
|
|
27,880
|
|
3.5
|
%
|
|||
Residential property:
|
|
|
|
|
|||||||
Owner occupied
|
2,213
|
|
1,845
|
|
4,058
|
|
0.5
|
%
|
|||
Non-owner occupied
|
10,263
|
|
1,963
|
|
12,226
|
|
1.5
|
%
|
|||
Total residential property
|
12,476
|
|
3,808
|
|
16,284
|
|
2.0
|
%
|
|||
Other
|
294,880
|
|
16,021
|
|
310,901
|
|
39.4
|
%
|
|||
Commercial real estate, other
|
$
|
760,567
|
|
$
|
31,349
|
|
$
|
791,916
|
|
100.0
|
%
|
(Dollars in thousands)
|
2017
|
2016
|
2015
|
2014
|
2013
|
||||||||||
Commercial real estate
|
$
|
7,797
|
|
$
|
7,172
|
|
$
|
7,076
|
|
$
|
9,825
|
|
$
|
13,215
|
|
Commercial and industrial
|
5,813
|
|
6,353
|
|
5,382
|
|
4,036
|
|
2,174
|
|
|||||
Total commercial
|
13,610
|
|
13,525
|
|
12,458
|
|
13,861
|
|
15,389
|
|
|||||
Residential real estate
|
904
|
|
982
|
|
1,257
|
|
1,627
|
|
881
|
|
|||||
Home equity lines of credit
|
693
|
|
688
|
|
732
|
|
694
|
|
343
|
|
|||||
Consumer, indirect
|
2,944
|
|
2,312
|
|
1,427
|
|
1,113
|
|
187
|
|
|||||
Consumer, other
|
464
|
|
518
|
|
544
|
|
474
|
|
129
|
|
|||||
Consumer
|
3,408
|
|
2,830
|
|
1,971
|
|
1,587
|
|
316
|
|
|||||
Deposit account overdrafts
|
70
|
|
171
|
|
121
|
|
112
|
|
136
|
|
|||||
Originated allowance for loan losses
|
18,685
|
|
18,196
|
|
16,539
|
|
17,881
|
|
17,065
|
|
|||||
Allowance for acquired loan losses
|
108
|
|
233
|
|
240
|
|
—
|
|
—
|
|
|||||
Allowance for loan losses
|
$
|
18,793
|
|
$
|
18,429
|
|
$
|
16,779
|
|
$
|
17,881
|
|
$
|
17,065
|
|
As a percent of total loans, net of deferred fees and costs
|
0.80
|
%
|
0.83
|
%
|
0.81
|
%
|
1.10
|
%
|
1.43
|
%
|
(Dollars in thousands)
|
2017
|
2016
|
2015
|
2014
|
2013
|
||||||||||
Loans 90+ days past due and accruing:
|
|
|
|
|
|
||||||||||
Commercial real estate, other
|
$
|
215
|
|
$
|
1,506
|
|
$
|
2,425
|
|
$
|
567
|
|
$
|
—
|
|
Commercial and industrial
|
45
|
|
387
|
|
1,986
|
|
301
|
|
78
|
|
|||||
Residential real estate
|
1,278
|
|
1,855
|
|
1,522
|
|
1,901
|
|
289
|
|
|||||
Home equity lines of credit
|
72
|
|
—
|
|
35
|
|
20
|
|
873
|
|
|||||
Consumer, indirect
|
—
|
|
—
|
|
1
|
|
2
|
|
—
|
|
|||||
Consumer, other
|
16
|
|
23
|
|
—
|
|
8
|
|
—
|
|
|||||
Total loans 90+ days past due and accruing
|
1,626
|
|
3,771
|
|
5,969
|
|
2,799
|
|
1,240
|
|
|||||
Nonaccrual loans:
|
|
|
|
|
|
|
|||||||||
Commercial real estate, construction
|
754
|
|
826
|
|
921
|
|
—
|
|
96
|
|
|||||
Commercial real estate, other
|
6,348
|
|
10,792
|
|
7,357
|
|
2,278
|
|
1,882
|
|
|||||
Commercial and industrial
|
506
|
|
1,620
|
|
350
|
|
1,800
|
|
630
|
|
|||||
Residential real estate
|
4,267
|
|
4,481
|
|
2,991
|
|
2,695
|
|
1,615
|
|
|||||
Home equity lines of credit
|
772
|
|
554
|
|
340
|
|
315
|
|
81
|
|
|||||
Consumer, indirect
|
158
|
|
9
|
|
31
|
|
—
|
|
—
|
|
|||||
Consumer, other
|
32
|
|
81
|
|
—
|
|
3
|
|
58
|
|
|||||
Total nonaccrual loans
|
12,837
|
|
18,363
|
|
11,990
|
|
7,091
|
|
4,362
|
|
|||||
Nonaccrual troubled debt restructurings (TDRs):
|
|
|
|
|
|
||||||||||
Commercial real estate, construction
|
—
|
|
—
|
|
—
|
|
96
|
|
—
|
|
|||||
Commercial real estate, other
|
721
|
|
751
|
|
153
|
|
306
|
|
916
|
|
|||||
Commercial and industrial
|
492
|
|
482
|
|
377
|
|
194
|
|
—
|
|
|||||
Residential real estate
|
1,447
|
|
1,614
|
|
864
|
|
658
|
|
650
|
|
|||||
Home equity lines of credit
|
90
|
|
60
|
|
79
|
|
45
|
|
6
|
|
|||||
Consumer, indirect
|
98
|
|
6
|
|
34
|
|
16
|
|
—
|
|
|||||
Consumer, other
|
7
|
|
49
|
|
34
|
|
—
|
|
—
|
|
|||||
Total nonaccrual TDRs
|
2,855
|
|
2,962
|
|
1,541
|
|
1,315
|
|
1,572
|
|
|||||
Total nonperforming loans (NPLs)
|
17,318
|
|
25,096
|
|
19,500
|
|
11,205
|
|
7,174
|
|
|||||
OREO:
|
|
|
|
|
|
|
|||||||||
Commercial
|
—
|
|
594
|
|
644
|
|
582
|
|
465
|
|
|||||
Residential
|
208
|
|
67
|
|
89
|
|
364
|
|
428
|
|
|||||
Total OREO
|
208
|
|
661
|
|
733
|
|
946
|
|
893
|
|
|||||
Total nonperforming assets (NPAs)
|
$
|
17,526
|
|
$
|
25,757
|
|
$
|
20,233
|
|
$
|
12,151
|
|
$
|
8,067
|
|
(Dollars in thousands)
|
2017
|
2016
|
2015
|
2014
|
2013
|
|||||
Criticized loans (a)
|
90,418
|
|
99,182
|
|
122,147
|
|
74,545
|
|
59,059
|
|
Classified loans (b)
|
46,380
|
|
57,736
|
|
60,315
|
|
44,723
|
|
36,673
|
|
Asset Quality Ratios:
|
|
|
|
|
|
|||||
NPLs as a percent of total loans
|
0.73
|
%
|
1.13
|
%
|
0.94
|
%
|
0.69
|
%
|
0.60
|
%
|
NPAs as a percent of total assets
|
0.49
|
%
|
0.75
|
%
|
0.62
|
%
|
0.47
|
%
|
0.39
|
%
|
NPAs as a percent of total loans and OREO
|
0.74
|
%
|
1.16
|
%
|
0.98
|
%
|
0.75
|
%
|
0.67
|
%
|
Allowance for loan losses as a percent of NPLs
|
108.52
|
%
|
73.43
|
%
|
86.05
|
%
|
159.58
|
%
|
237.87
|
%
|
Criticized loans as a percent of total loans (a)
|
3.84
|
%
|
4.46
|
%
|
5.89
|
%
|
4.60
|
%
|
4.94
|
%
|
Classified loans as a percent of total loans (b)
|
1.97
|
%
|
2.59
|
%
|
2.91
|
%
|
2.76
|
%
|
3.07
|
%
|
(Dollars in thousands)
|
2017
|
2016
|
2015
|
2014
|
2013
|
||||||||||
Non-interest-bearing deposits
|
$
|
556,010
|
|
$
|
734,421
|
|
$
|
717,939
|
|
$
|
493,162
|
|
$
|
409,891
|
|
Interest-bearing deposits:
|
|
|
|
|
|
||||||||||
Interest-bearing demand accounts
|
593,415
|
|
278,975
|
|
250,023
|
|
173,659
|
|
134,618
|
|
|||||
Savings accounts
|
446,714
|
|
436,344
|
|
414,375
|
|
295,307
|
|
215,802
|
|
|||||
Retail certificates of deposit
|
338,673
|
|
361,725
|
|
435,214
|
|
418,350
|
|
344,561
|
|
|||||
Money market deposit accounts
|
371,376
|
|
407,754
|
|
394,119
|
|
337,387
|
|
275,801
|
|
|||||
Governmental deposit accounts
|
264,524
|
|
251,671
|
|
276,639
|
|
161,305
|
|
132,379
|
|
|||||
Brokered certificates of deposits
|
159,618
|
|
38,832
|
|
47,635
|
|
53,904
|
|
67,706
|
|
|||||
Total interest-bearing deposits
|
2,174,320
|
|
1,775,301
|
|
1,818,005
|
|
1,439,912
|
|
1,170,867
|
|
|||||
Total deposits
|
$
|
2,730,330
|
|
$
|
2,509,722
|
|
$
|
2,535,944
|
|
$
|
1,933,074
|
|
$
|
1,580,758
|
|
(Dollars in thousands)
|
2017
|
2016
|
2015
|
2014
|
2013
|
||||||||||
3 months or less
|
$
|
24,118
|
|
$
|
27,780
|
|
$
|
36,597
|
|
$
|
29,110
|
|
$
|
44,476
|
|
Over 3 to 6 months
|
20,011
|
|
20,102
|
|
24,401
|
|
19,551
|
|
16,435
|
|
|||||
Over 6 to 12 months
|
27,129
|
|
25,028
|
|
32,227
|
|
31,356
|
|
24,118
|
|
|||||
Over 12 months
|
74,849
|
|
75,860
|
|
72,115
|
|
84,591
|
|
90,801
|
|
|||||
Total
|
$
|
146,107
|
|
$
|
148,770
|
|
$
|
165,340
|
|
$
|
164,608
|
|
$
|
175,830
|
|
(Dollars in thousands)
|
2017
|
2016
|
2015
|
2014
|
2013
|
||||||||||
Short-term borrowings:
|
|
|
|
|
|
||||||||||
FHLB advances
|
$
|
92,592
|
|
$
|
231,000
|
|
$
|
76,000
|
|
$
|
15,000
|
|
$
|
71,000
|
|
Retail repurchase agreements
|
116,899
|
|
74,607
|
|
84,386
|
|
73,277
|
|
42,590
|
|
|||||
Short-term borrowings
|
209,491
|
|
305,607
|
|
160,386
|
|
88,277
|
|
113,590
|
|
|||||
Long-term borrowings:
|
|
|
|
|
|
||||||||||
FHLB advances
|
136,939
|
|
98,282
|
|
66,934
|
|
124,714
|
|
62,679
|
|
|||||
Callable national market repurchase agreements
|
—
|
|
40,000
|
|
40,000
|
|
40,000
|
|
40,000
|
|
|||||
Term note payable (parent company)
|
—
|
|
—
|
|
—
|
|
14,369
|
|
19,147
|
|
|||||
Subordinated debentures held by subsidiary trust
|
7,080
|
|
6,873
|
|
6,736
|
|
—
|
|
—
|
|
|||||
Long-term borrowings
|
144,019
|
|
145,155
|
|
113,670
|
|
179,083
|
|
121,826
|
|
|||||
Total borrowed funds
|
$
|
353,510
|
|
$
|
450,762
|
|
$
|
274,056
|
|
$
|
267,360
|
|
$
|
235,416
|
|
▪
|
Peoples restructured $20.0 million of long-term FHLB advances that had a weighted-average rate of 2.97%, resulting in a $700,000 loss. Peoples replaced these borrowings with a long-term FHLB advance, which has an interest rate of 2.17% and matures in 2026.
|
▪
|
Peoples borrowed an additional $35.0 million of long-term FHLB amortizing advances, which had interest rates ranging from 1.08% to 1.40%, and mature between 2019 and 2031.
|
▪
|
Peoples entered into five forward starting interest rate swaps to obtain short-term borrowings at fixed rates, with interest rates ranging from 1.49% to 1.83%, which become effective in 2018 and mature between 2022 and 2026. These swaps locked in funding rates for $40.0 million in FHLB advances that mature in 2018, which have interest rates ranging from 3.57% to 3.92%.
|
(Dollars in thousands)
|
2017
|
2016
|
2015
|
2014
|
2013
|
||||||||||
Capital Amounts:
|
|
|
|
|
|
||||||||||
Common Equity Tier 1
|
$
|
332,774
|
|
$
|
306,506
|
|
$
|
288,416
|
|
N/A
|
N/A
|
||||
Tier 1
|
339,881
|
|
313,430
|
|
295,151
|
|
241,707
|
|
166,217
|
|
|||||
Total (Tier 1 and Tier 2)
|
361,579
|
|
334,957
|
|
313,974
|
|
261,371
|
|
184,457
|
|
|||||
Net risk-weighted assets
|
$
|
2,473,329
|
|
$
|
2,373,359
|
|
$
|
2,158,713
|
|
$
|
1,687,968
|
|
$
|
1,338,811
|
|
Capital Ratios:
|
|
|
|
|
|
||||||||||
Common Equity Tier 1
|
13.45
|
%
|
12.91
|
%
|
13.36
|
%
|
N/A
|
N/A
|
|||||||
Tier 1
|
13.74
|
%
|
13.21
|
%
|
13.67
|
%
|
14.32
|
%
|
12.42
|
%
|
|||||
Total (Tier 1 and Tier 2)
|
14.62
|
%
|
14.11
|
%
|
14.54
|
%
|
15.48
|
%
|
13.78
|
%
|
|||||
Tier 1 leverage
|
9.90
|
%
|
9.66
|
%
|
9.52
|
%
|
9.92
|
%
|
8.52
|
%
|
(Dollars in thousands)
|
2017
|
2016
|
2015
|
2014
|
2013
|
||||||||||
Tangible Equity:
|
|
|
|
|
|
||||||||||
Total stockholders' equity
|
$
|
458,592
|
|
$
|
435,261
|
|
$
|
419,789
|
|
$
|
340,118
|
|
$
|
221,553
|
|
Less: goodwill and other intangible assets
|
144,576
|
|
146,018
|
|
149,617
|
|
109,158
|
|
77,603
|
|
|||||
Tangible equity
|
$
|
314,016
|
|
$
|
289,243
|
|
$
|
270,172
|
|
$
|
230,960
|
|
$
|
143,950
|
|
|
|
|
|
|
|
||||||||||
Tangible Assets:
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
3,581,686
|
|
$
|
3,432,348
|
|
$
|
3,258,970
|
|
$
|
2,567,769
|
|
$
|
2,059,108
|
|
Less: goodwill and other intangible assets
|
144,576
|
|
146,018
|
|
149,617
|
|
109,158
|
|
77,603
|
|
|||||
Tangible assets
|
$
|
3,437,110
|
|
$
|
3,286,330
|
|
$
|
3,109,353
|
|
$
|
2,458,611
|
|
$
|
1,981,505
|
|
|
|
|
|
|
|
||||||||||
Tangible Book Value per Share:
|
|
|
|
|
|
||||||||||
Tangible equity
|
$
|
314,016
|
|
$
|
289,243
|
|
$
|
270,172
|
|
$
|
230,960
|
|
$
|
143,950
|
|
Common shares outstanding
|
18,287,449
|
|
18,200,067
|
|
18,404,864
|
|
14,836,727
|
|
10,605,782
|
|
|||||
|
|
|
|
|
|
||||||||||
Tangible book value per share
|
$
|
17.17
|
|
$
|
15.89
|
|
$
|
14.68
|
|
$
|
15.57
|
|
$
|
13.57
|
|
|
|
|
|
|
|
||||||||||
Tangible Equity to Tangible Assets Ratio:
|
|
|
|
|
|||||||||||
Tangible equity
|
$
|
314,016
|
|
$
|
289,243
|
|
$
|
270,172
|
|
$
|
230,960
|
|
$
|
143,950
|
|
Tangible assets
|
$
|
3,437,110
|
|
$
|
3,286,330
|
|
$
|
3,109,353
|
|
$
|
2,458,611
|
|
$
|
1,981,505
|
|
|
|
|
|
|
|
||||||||||
Tangible equity to tangible assets
|
9.14
|
%
|
8.80
|
%
|
8.69
|
%
|
9.39
|
%
|
7.26
|
%
|
Immediate and Sustained Shift in Interest Rates
|
Net Interest Income
|
Economic Value of Equity
|
+ / - 100 basis points
|
-5%
|
-10%
|
+ / - 200 basis points
|
-10%
|
-15%
|
+ / - 300 basis points
|
-15%
|
-20%
|
Activity or Obligation
|
Note
|
Off-balance sheet credit-related financial instruments
|
14
|
Operating lease obligations
|
5
|
Long-term borrowing obligations
|
9
|
|
|
Payments due by period
|
|||||||||||||
(Dollars in thousands)
|
Total
|
Less than 1 year
|
1-3 years
|
3-5 years
|
More than 5 years
|
||||||||||
Time deposits
|
$
|
498,291
|
|
$
|
273,887
|
|
$
|
158,990
|
|
$
|
65,297
|
|
$
|
117
|
|
Long-term borrowings (a)
|
144,019
|
|
4,378
|
|
59,072
|
|
38,500
|
|
42,069
|
|
|||||
Operating leases
|
2,782
|
|
924
|
|
945
|
|
583
|
|
330
|
|
|||||
Contingent consideration related to acquisitions (b)
|
1,172
|
|
1,172
|
|
—
|
|
—
|
|
—
|
|
|||||
Pension benefits
|
414
|
|
414
|
|
—
|
|
—
|
|
—
|
|
|||||
Total
|
$
|
646,678
|
|
$
|
280,775
|
|
$
|
219,007
|
|
$
|
104,380
|
|
$
|
42,516
|
|
(a)
|
information required to be disclosed by Peoples in this Form 10-K and other reports Peoples files or submits under the Exchange Act would be accumulated and communicated to Peoples’ management, including its President and Chief Executive Officer and its Executive Vice President, Chief Financial Officer and Treasurer, as appropriate to allow timely decisions regarding required disclosure;
|
(b)
|
information required to be disclosed by Peoples in this Form 10-K and other reports Peoples files or submits under the Exchange Act would be recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms; and
|
(c)
|
Peoples’ disclosure controls and procedures were effective as of the end of the period covered by this Form 10-K.
|
By: /s/
|
CHARLES W. SULERZYSKI
|
|
By: /s/
|
JOHN C. ROGERS
|
|
Charles W. Sulerzyski
|
|
|
John C. Rogers
|
|
President and Chief Executive Officer
|
|
|
Executive Vice President,
|
|
|
|
|
Chief Financial Officer and Treasurer
|
|
December 31,
|
|||||
(Dollars in thousands)
|
2017
|
2016
|
||||
Assets
|
|
|
||||
Cash and cash equivalents:
|
|
|
||||
Cash and due from banks
|
$
|
58,121
|
|
$
|
58,129
|
|
Interest-bearing deposits in other banks
|
14,073
|
|
8,017
|
|
||
Total cash and cash equivalents
|
72,194
|
|
66,146
|
|
||
Available-for-sale investment securities, at fair value (amortized cost of $797,732 at December 31, 2017 and $777,017 at December 31, 2016)
|
795,187
|
|
777,940
|
|
||
Held-to-maturity investment securities, at amortized cost (fair value of $41,213 at December 31, 2017 and $43,227 at December 31, 2016)
|
40,928
|
|
43,144
|
|
||
Other investment securities, at cost
|
38,371
|
|
38,371
|
|
||
Total investment securities
|
874,486
|
|
859,455
|
|
||
Loans, net of deferred fees and costs
|
2,357,137
|
|
2,224,936
|
|
||
Allowance for loan losses
|
(18,793
|
)
|
(18,429
|
)
|
||
Net loans
|
2,338,344
|
|
2,206,507
|
|
||
Loans held for sale
|
2,510
|
|
4,022
|
|
||
Bank premises and equipment, net
|
52,510
|
|
53,616
|
|
||
Bank owned life insurance
|
62,176
|
|
60,225
|
|
||
Goodwill
|
133,111
|
|
132,631
|
|
||
Other intangible assets
|
11,465
|
|
13,387
|
|
||
Other assets
|
34,890
|
|
36,359
|
|
||
Total assets
|
$
|
3,581,686
|
|
$
|
3,432,348
|
|
Liabilities
|
|
|
||||
Deposits:
|
|
|
||||
Non-interest-bearing
|
$
|
556,010
|
|
$
|
734,421
|
|
Interest-bearing
|
2,174,320
|
|
1,775,301
|
|
||
Total deposits
|
2,730,330
|
|
2,509,722
|
|
||
Short-term borrowings
|
209,491
|
|
305,607
|
|
||
Long-term borrowings
|
144,019
|
|
145,155
|
|
||
Accrued expenses and other liabilities
|
39,254
|
|
36,603
|
|
||
Total liabilities
|
3,123,094
|
|
2,997,087
|
|
||
Stockholders’ Equity
|
|
|
||||
Preferred stock, no par value, 50,000 shares authorized, no shares issued at December 31, 2017 and December 31, 2016
|
—
|
|
—
|
|
||
Common stock, no par value, 24,000,000 shares authorized, 18,952,385 shares issued at December 31, 2017 and 18,939,091 shares issued at December 31, 2016, including shares in treasury
|
345,412
|
|
344,404
|
|
||
Retained earnings
|
134,362
|
|
110,294
|
|
||
Accumulated other comprehensive loss, net of deferred income taxes
|
(5,215
|
)
|
(1,554
|
)
|
||
Treasury stock, at cost, 702,449 shares at December 31, 2017 and 795,758 shares at December 31, 2016
|
(15,967
|
)
|
(17,883
|
)
|
||
Total stockholders’ equity
|
458,592
|
|
435,261
|
|
||
Total liabilities and stockholders’ equity
|
$
|
3,581,686
|
|
$
|
3,432,348
|
|
(Dollars in thousands, except per share data)
|
2017
|
2016
|
2015
|
||||||
Interest income:
|
|
|
|
||||||
Interest and fees on loans
|
$
|
103,043
|
|
$
|
93,845
|
|
$
|
87,155
|
|
Interest and dividends on taxable investment securities
|
20,415
|
|
18,423
|
|
18,051
|
|
|||
Interest on tax-exempt investment securities
|
2,923
|
|
3,126
|
|
2,992
|
|
|||
Other interest income
|
144
|
|
50
|
|
135
|
|
|||
Total interest income
|
126,525
|
|
115,444
|
|
108,333
|
|
|||
Interest expense:
|
|
|
|
||||||
Interest on deposits
|
7,154
|
|
5,942
|
|
6,206
|
|
|||
Interest on short-term borrowings
|
1,534
|
|
508
|
|
182
|
|
|||
Interest on long-term borrowings
|
4,460
|
|
4,129
|
|
4,333
|
|
|||
Total interest expense
|
13,148
|
|
10,579
|
|
10,721
|
|
|||
Net interest income
|
113,377
|
|
104,865
|
|
97,612
|
|
|||
Provision for loan losses
|
3,772
|
|
3,539
|
|
14,097
|
|
|||
Net interest income after provision for loan losses
|
109,605
|
|
101,326
|
|
83,515
|
|
|||
Non-interest income:
|
|
|
|
||||||
Insurance income
|
14,204
|
|
13,846
|
|
13,783
|
|
|||
Trust and investment income
|
11,558
|
|
10,589
|
|
9,577
|
|
|||
E-banking income
|
10,358
|
|
10,353
|
|
8,958
|
|
|||
Deposit account service charges
|
9,614
|
|
10,662
|
|
10,845
|
|
|||
Net gain on investment securities
|
2,983
|
|
930
|
|
729
|
|
|||
Bank owned life insurance income
|
1,950
|
|
1,414
|
|
598
|
|
|||
Mortgage banking income
|
1,872
|
|
1,304
|
|
1,317
|
|
|||
Commercial loan swap fee income
|
1,232
|
|
1,076
|
|
565
|
|
|||
Net loss on asset disposals and other transactions
|
(63
|
)
|
(1,133
|
)
|
(1,788
|
)
|
|||
Other non-interest income
|
1,865
|
|
1,826
|
|
1,798
|
|
|||
Total non-interest income
|
55,573
|
|
50,867
|
|
46,382
|
|
|||
Non-interest expense:
|
|
|
|
||||||
Salaries and employee benefit costs
|
60,276
|
|
57,433
|
|
59,216
|
|
|||
Net occupancy and equipment expense
|
10,633
|
|
10,735
|
|
11,207
|
|
|||
Professional fees
|
6,575
|
|
7,436
|
|
7,295
|
|
|||
E-banking expense
|
5,874
|
|
5,992
|
|
5,300
|
|
|||
Data processing and software expense
|
4,441
|
|
3,763
|
|
3,671
|
|
|||
Amortization of other intangible assets
|
3,516
|
|
4,030
|
|
4,077
|
|
|||
Franchise tax expense
|
2,246
|
|
2,192
|
|
1,968
|
|
|||
FDIC insurance expense
|
1,816
|
|
1,899
|
|
2,084
|
|
|||
Communication expense
|
1,475
|
|
2,261
|
|
2,286
|
|
|||
Marketing expense
|
1,714
|
|
1,594
|
|
2,838
|
|
|||
Foreclosed real estate and other loan expenses
|
873
|
|
859
|
|
1,276
|
|
|||
Other non-interest expense
|
8,536
|
|
8,717
|
|
13,863
|
|
|||
Total non-interest expense
|
107,975
|
|
106,911
|
|
115,081
|
|
|||
Income before income taxes
|
57,203
|
|
45,282
|
|
14,816
|
|
|||
Income tax expense
|
18,732
|
|
14,125
|
|
3,875
|
|
|||
Net income
|
$
|
38,471
|
|
$
|
31,157
|
|
$
|
10,941
|
|
Earnings per common share - basic
|
$
|
2.12
|
|
$
|
1.72
|
|
$
|
0.62
|
|
Earnings per common share - diluted
|
$
|
2.10
|
|
$
|
1.71
|
|
$
|
0.61
|
|
Weighted-average number of common shares outstanding - basic
|
18,050,189
|
|
18,013,693
|
|
17,555,140
|
|
|||
Weighted-average number of common shares outstanding - diluted
|
18,208,684
|
|
18,155,463
|
|
17,687,795
|
|
(Dollars in thousands)
|
2017
|
2016
|
2015
|
||||||
Net income
|
$
|
38,471
|
|
$
|
31,157
|
|
$
|
10,941
|
|
Other comprehensive (loss) income:
|
|
|
|
||||||
Available-for-sale investment securities:
|
|
|
|
||||||
Gross unrealized holding (loss) gain arising in the period
|
(555
|
)
|
(2,590
|
)
|
1,232
|
|
|||
Related tax benefit (expense)
|
195
|
|
906
|
|
(431
|
)
|
|||
Less: reclassification adjustment for net gain included in net income
|
2,983
|
|
930
|
|
729
|
|
|||
Related tax expense
|
(1,044
|
)
|
(326
|
)
|
(255
|
)
|
|||
Amounts reclassified out of accumulated other comprehensive (loss) income per ASU 2018-02
|
(370
|
)
|
—
|
|
—
|
|
|||
Net effect on other comprehensive (loss) income
|
(2,669
|
)
|
(2,288
|
)
|
327
|
|
|||
Defined benefit plans:
|
|
|
|
||||||
Net (loss) gain arising during the period
|
(616
|
)
|
(232
|
)
|
373
|
|
|||
Related tax benefit (expense)
|
216
|
|
81
|
|
(130
|
)
|
|||
Amortization of unrecognized loss and service cost on benefit plans
|
96
|
|
89
|
|
112
|
|
|||
Related tax expense
|
(34
|
)
|
(31
|
)
|
(38
|
)
|
|||
Recognition of loss due to settlement and curtailment
|
242
|
|
—
|
|
459
|
|
|||
Related tax expense
|
(85
|
)
|
—
|
|
(161
|
)
|
|||
Amounts reclassified out of accumulated other comprehensive (loss) income per ASU 2018-02
|
(754
|
)
|
—
|
|
—
|
|
|||
Net effect on other comprehensive (loss) income
|
(935
|
)
|
(93
|
)
|
615
|
|
|||
Cash flow hedges:
|
|
|
|
||||||
Net (loss) gain arising during the period
|
(395
|
)
|
1,824
|
|
—
|
|
|||
Related tax benefit (expense)
|
138
|
|
(638
|
)
|
—
|
|
|||
Amounts reclassified out of accumulated other comprehensive (loss) income per ASU 2018-02
|
200
|
|
—
|
|
—
|
|
|||
Net effect on other comprehensive (loss) income
|
(57
|
)
|
1,186
|
|
—
|
|
|||
Total other comprehensive (loss) income, net of tax
|
(3,661
|
)
|
(1,195
|
)
|
942
|
|
|||
Total comprehensive income
|
$
|
34,810
|
|
$
|
29,962
|
|
$
|
11,883
|
|
|
Common Stock
|
Retained Earnings
|
Accumulated Other Comprehensive (Loss) Income
|
Treasury Stock
|
Total Stockholders' Equity
|
||||||||||
(Dollars in thousands)
|
|||||||||||||||
Balance, December 31, 2014
|
$
|
265,742
|
|
$
|
90,391
|
|
$
|
(1,301
|
)
|
$
|
(14,714
|
)
|
$
|
340,118
|
|
Net income
|
—
|
|
10,941
|
|
—
|
|
—
|
|
10,941
|
|
|||||
Other comprehensive income, net of tax
|
—
|
|
—
|
|
942
|
|
—
|
|
942
|
|
|||||
Cash dividends declared
|
—
|
|
(10,542
|
)
|
—
|
|
—
|
|
(10,542
|
)
|
|||||
Tax benefit from exercise of stock options
|
51
|
|
—
|
|
—
|
|
—
|
|
51
|
|
|||||
Reissuance of treasury stock for deferred compensation plan for Boards of Directors
|
—
|
|
—
|
|
—
|
|
184
|
|
184
|
|
|||||
Repurchase of treasury stock in connection with employee incentive plan and under compensation plan for Boards of Directors
|
—
|
|
—
|
|
—
|
|
(741
|
)
|
(741
|
)
|
|||||
Common shares issued under dividend reinvestment plan
|
397
|
|
—
|
|
—
|
|
—
|
|
397
|
|
|||||
Common shares issued under compensation plan for Board of Directors
|
(43
|
)
|
—
|
|
—
|
|
177
|
|
134
|
|
|||||
Stock-based compensation expense
|
1,843
|
|
—
|
|
—
|
|
—
|
|
1,843
|
|
|||||
Issuance of common shares related to acquisition of NB&T Financial Group, Inc.
|
76,027
|
|
—
|
|
—
|
|
—
|
|
76,027
|
|
|||||
Common shares issued under employee stock purchase plan
|
(69
|
)
|
—
|
|
—
|
|
504
|
|
435
|
|
|||||
Balance, December 31, 2015
|
$
|
343,948
|
|
$
|
90,790
|
|
$
|
(359
|
)
|
$
|
(14,590
|
)
|
$
|
419,789
|
|
Net income
|
—
|
|
31,157
|
|
—
|
|
—
|
|
31,157
|
|
|||||
Other comprehensive loss, net of tax
|
—
|
|
—
|
|
(1,195
|
)
|
—
|
|
(1,195
|
)
|
|||||
Cash dividends declared
|
—
|
|
(11,653
|
)
|
—
|
|
—
|
|
(11,653
|
)
|
|||||
Exercise of stock appreciation rights
|
(40
|
)
|
—
|
|
—
|
|
40
|
|
—
|
|
|||||
Reissuance of treasury stock for common stock awards
|
(1,297
|
)
|
—
|
|
—
|
|
1,297
|
|
—
|
|
|||||
Tax benefit from exercise of stock options
|
26
|
|
—
|
|
—
|
|
—
|
|
26
|
|
|||||
Reissuance of treasury stock for deferred compensation plan for Boards of Directors
|
—
|
|
—
|
|
—
|
|
232
|
|
232
|
|
|||||
Repurchase of treasury stock in connection with employee incentive plan and under compensation plan for Boards of Directors
|
—
|
|
—
|
|
—
|
|
(515
|
)
|
(515
|
)
|
|||||
Common shares repurchased under share repurchase program
|
—
|
|
—
|
|
—
|
|
(4,965
|
)
|
(4,965
|
)
|
|||||
Common shares issued under dividend reinvestment plan
|
437
|
|
—
|
|
—
|
|
—
|
|
437
|
|
|||||
Common shares issued under compensation plan for Board of Directors
|
(18
|
)
|
—
|
|
—
|
|
263
|
|
245
|
|
|||||
Stock-based compensation expense
|
1,332
|
|
—
|
|
—
|
|
—
|
|
1,332
|
|
|||||
Common shares issued under employee stock purchase plan
|
16
|
|
—
|
|
—
|
|
355
|
|
371
|
|
|||||
Balance, December 31, 2016
|
$
|
344,404
|
|
$
|
110,294
|
|
$
|
(1,554
|
)
|
$
|
(17,883
|
)
|
$
|
435,261
|
|
|
|
|
|
|
|
PEOPLES BANCORP INC. AND SUBSIDIARIES
|
|||||||||||||||
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (CONTINUED)
|
|||||||||||||||
|
|
|
|
|
|
||||||||||
|
Common Stock
|
Retained Earnings
|
Accumulated Other Comprehensive (Loss) Income
|
Treasury Stock
|
Total Stockholders' Equity
|
||||||||||
(Dollars in thousands)
|
|||||||||||||||
Net income
|
—
|
|
38,471
|
|
—
|
|
—
|
|
38,471
|
|
|||||
Other comprehensive loss, net of tax
|
—
|
|
—
|
|
(2,737
|
)
|
—
|
|
(2,737
|
)
|
|||||
Cash dividends declared
|
—
|
|
(15,327
|
)
|
—
|
|
—
|
|
(15,327
|
)
|
|||||
Exercise of stock appreciation rights
|
(6
|
)
|
—
|
|
—
|
|
6
|
|
—
|
|
|||||
Reissuance of treasury stock for common stock awards
|
(1,455
|
)
|
—
|
|
—
|
|
1,455
|
|
—
|
|
|||||
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 under compensation plan for Boards of Directors
|
—
|
|
—
|
|
—
|
|
(508
|
)
|
(508
|
)
|
|||||
Common shares issued under dividend reinvestment plan
|
525
|
|
—
|
|
—
|
|
—
|
|
525
|
|
|||||
Common shares issued under compensation plan for Board of Directors
|
88
|
|
—
|
|
—
|
|
207
|
|
295
|
|
|||||
Stock-based compensation expense
|
1,747
|
|
—
|
|
—
|
|
—
|
|
1,747
|
|
|||||
Common shares issued under employee stock purchase plan
|
109
|
|
—
|
|
—
|
|
256
|
|
365
|
|
|||||
Amounts reclassified out of accumulated other comprehensive (loss) income per ASU 2018-02
|
—
|
|
924
|
|
(924
|
)
|
—
|
|
—
|
|
|||||
Balance, December 31, 2017
|
$
|
345,412
|
|
$
|
134,362
|
|
$
|
(5,215
|
)
|
$
|
(15,967
|
)
|
$
|
458,592
|
|
(Dollars in thousands)
|
2017
|
2016
|
2015
|
||||||
Operating activities:
|
|
|
|
||||||
Net income
|
$
|
38,471
|
|
$
|
31,157
|
|
$
|
10,941
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||||
Depreciation, amortization and accretion, net
|
18,142
|
|
19,169
|
|
18,503
|
|
|||
Provision for loan losses
|
3,772
|
|
3,539
|
|
14,097
|
|
|||
Bank owned life insurance income
|
(1,950
|
)
|
(1,414
|
)
|
(598
|
)
|
|||
Net gain on investment securities
|
(2,983
|
)
|
(930
|
)
|
(729
|
)
|
|||
Loss on debt extinguishment
|
—
|
|
707
|
|
520
|
|
|||
Loans originated for sale
|
(63,730
|
)
|
(69,123
|
)
|
(53,570
|
)
|
|||
Proceeds from sales of loans
|
66,025
|
|
67,421
|
|
56,532
|
|
|||
Net gains on sales of loans
|
(1,445
|
)
|
(1,047
|
)
|
(1,005
|
)
|
|||
Deferred income tax benefit
|
(2,779
|
)
|
(2,462
|
)
|
(1,582
|
)
|
|||
Increase (decrease) in accrued expenses
|
950
|
|
3,972
|
|
(4,412
|
)
|
|||
(Increase) decrease in interest receivable
|
(807
|
)
|
(1,278
|
)
|
704
|
|
|||
Excess tax benefit from share-based payments
|
—
|
|
(26
|
)
|
(51
|
)
|
|||
Increase in other assets
|
6,050
|
|
6,974
|
|
4,623
|
|
|||
Other, net
|
1,104
|
|
3,652
|
|
3,909
|
|
|||
Net cash provided by operating activities
|
60,820
|
|
60,311
|
|
47,882
|
|
|||
Investing activities:
|
|
|
|
||||||
Available-for-sale investment securities:
|
|
|
|
||||||
Purchases
|
(180,109
|
)
|
(166,241
|
)
|
(196,599
|
)
|
|||
Proceeds from sales
|
8,355
|
|
30,734
|
|
57,415
|
|
|||
Proceeds from principal payments, calls and prepayments
|
143,000
|
|
127,824
|
|
126,401
|
|
|||
Held-to-maturity investment securities:
|
|
|
|
||||||
Purchases
|
(1,310
|
)
|
—
|
|
—
|
|
|||
Proceeds from principal payments
|
3,142
|
|
2,167
|
|
2,261
|
|
|||
Net increase in loans
|
(130,397
|
)
|
(148,951
|
)
|
(77,893
|
)
|
|||
Net expenditures for premises and equipment
|
(4,865
|
)
|
(5,436
|
)
|
(9,429
|
)
|
|||
Proceeds from sales of other real estate owned
|
556
|
|
240
|
|
971
|
|
|||
Purchase of bank owned life insurance
|
—
|
|
(35,000
|
)
|
—
|
|
|||
Business combinations, net of cash received
|
(1,069
|
)
|
(244
|
)
|
97,277
|
|
|||
Return of (investment in) limited partnership and tax credit funds
|
9
|
|
(3,451
|
)
|
(1,514
|
)
|
|||
Net cash used in investing activities
|
(162,688
|
)
|
(198,358
|
)
|
(1,110
|
)
|
|||
Financing activities:
|
|
|
|
||||||
Net (decrease) increase in non-interest-bearing deposits
|
(178,411
|
)
|
16,482
|
|
99,341
|
|
|||
Net increase (decrease) in interest-bearing deposits
|
398,991
|
|
(42,655
|
)
|
(125,360
|
)
|
|||
Net (decrease) increase in short-term borrowings
|
(146,721
|
)
|
145,221
|
|
72,109
|
|
|||
Proceeds from long-term borrowings
|
55,000
|
|
55,000
|
|
—
|
|
|||
Payments on long-term borrowings
|
(5,738
|
)
|
(24,361
|
)
|
(72,446
|
)
|
|||
Cash dividends paid
|
(14,706
|
)
|
(11,173
|
)
|
(10,065
|
)
|
|||
Repurchase of treasury stock under share repurchase program
|
—
|
|
(4,965
|
)
|
—
|
|
|||
Repurchase of treasury stock in connection with employee incentive and compensation plan for Boards of Directors to be held as treasury stock
|
(508
|
)
|
(515
|
)
|
(741
|
)
|
|||
Proceeds from issuance of common shares
|
9
|
|
18
|
|
—
|
|
|||
Excess tax benefit from share-based payments
|
—
|
|
26
|
|
51
|
|
|||
Net cash provided by (used in) financing activities
|
107,916
|
|
133,078
|
|
(37,111
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
6,048
|
|
(4,969
|
)
|
9,661
|
|
|||
Cash and cash equivalents at beginning of period
|
66,146
|
|
71,115
|
|
61,454
|
|
|||
Cash and cash equivalents at end of period
|
$
|
72,194
|
|
$
|
66,146
|
|
$
|
71,115
|
|
Supplemental cash flow information:
|
|
|
|
||||||
Interest paid
|
$
|
12,880
|
|
$
|
10,439
|
|
$
|
11,541
|
|
Income taxes paid
|
$
|
14,036
|
|
$
|
11,890
|
|
$
|
672
|
|
•
|
Transition provisions for public business entities that otherwise would not meet the definition of a public business entity except for a requirement to include, or the inclusion of, its financial statements or financial information in another public business entity's filing.
|
|
|
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
|
||||||||||||
2017
|
|
|
|
|
||||||||
Obligations of:
|
|
|
|
|
||||||||
States and political subdivisions
|
$
|
101,569
|
|
$
|
—
|
|
$
|
101,569
|
|
$
|
—
|
|
Residential mortgage-backed securities
|
673,664
|
|
—
|
|
673,664
|
|
—
|
|
||||
Commercial mortgage-backed securities
|
6,976
|
|
—
|
|
6,976
|
|
—
|
|
||||
Bank-issued trust preferred securities
|
5,129
|
|
—
|
|
5,129
|
|
—
|
|
||||
Equity securities
|
7,849
|
|
7,694
|
|
155
|
|
—
|
|
||||
Total available-for-sale securities
|
$
|
795,187
|
|
$
|
7,694
|
|
$
|
787,493
|
|
$
|
—
|
|
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
(Level 1) |
Significant
Other Observable Inputs (Level 2) |
Significant Unobservable Inputs
(Level 3) |
||||||||
Fair Value
|
||||||||||||
2017
|
|
|
|
|
||||||||
Obligations of:
|
|
|
|
|
||||||||
States and political subdivisions
|
$
|
4,417
|
|
$
|
—
|
|
$
|
4,417
|
|
$
|
—
|
|
Residential mortgage-backed securities
|
32,227
|
|
—
|
|
32,227
|
|
—
|
|
||||
Commercial mortgage-backed securities
|
4,569
|
|
—
|
|
4,569
|
|
—
|
|
||||
Total held-to-maturity securities
|
$
|
41,213
|
|
$
|
—
|
|
$
|
41,213
|
|
$
|
—
|
|
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
|
|
$
|
—
|
|
|
2017
|
|
2016
|
||||||||||
(Dollars in thousands)
|
Carrying Amount
|
Fair Value
|
|
Carrying Amount
|
Fair Value
|
||||||||
Financial assets
:
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
72,194
|
|
$
|
72,194
|
|
|
$
|
66,146
|
|
$
|
66,146
|
|
Investment securities
|
874,486
|
|
874,771
|
|
|
859,455
|
|
859,538
|
|
||||
Loans (1)
|
2,340,854
|
|
2,276,704
|
|
|
2,210,529
|
|
2,152,544
|
|
||||
Bank owned life insurance
|
62,176
|
|
62,176
|
|
|
60,225
|
|
60,225
|
|
||||
Servicing rights
|
2,305
|
|
2,305
|
|
|
2,305
|
|
2,305
|
|
||||
Financial liabilities:
|
|
|
|
|
|
||||||||
Deposits
|
$
|
2,730,330
|
|
$
|
2,730,071
|
|
|
$
|
2,509,722
|
|
$
|
2,512,647
|
|
Short-term borrowings
|
209,491
|
|
209,628
|
|
|
305,607
|
|
305,607
|
|
||||
Long-term borrowings
|
144,019
|
|
142,108
|
|
|
145,155
|
|
145,106
|
|
||||
Cash flow hedges (2)
|
1,354
|
|
1,354
|
|
|
1,779
|
|
1,779
|
|
(Dollars in thousands)
|
Amortized Cost
|
Gross Unrealized Gains
|
Gross Unrealized Losses
|
Fair Value
|
||||||||
2017
|
|
|
|
|
||||||||
Obligations of:
|
|
|
|
|
||||||||
States and political subdivisions
|
$
|
100,039
|
|
$
|
1,786
|
|
$
|
(256
|
)
|
$
|
101,569
|
|
Residential mortgage-backed securities
|
684,100
|
|
2,582
|
|
(13,018
|
)
|
673,664
|
|
||||
Commercial mortgage-backed securities
|
7,004
|
|
11
|
|
(39
|
)
|
6,976
|
|
||||
Bank-issued trust preferred securities
|
5,195
|
|
141
|
|
(207
|
)
|
5,129
|
|
||||
Equity securities
|
1,394
|
|
6,520
|
|
(65
|
)
|
7,849
|
|
||||
Total available-for-sale securities
|
$
|
797,732
|
|
$
|
11,040
|
|
$
|
(13,585
|
)
|
$
|
795,187
|
|
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
|
|
(Dollars in thousands)
|
2017
|
2016
|
2015
|
||||||
Gross gains realized
|
$
|
2,999
|
|
$
|
933
|
|
$
|
795
|
|
Gross losses realized
|
16
|
|
3
|
|
66
|
|
|||
Net gain realized
|
$
|
2,983
|
|
$
|
930
|
|
$
|
729
|
|
|
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
|
||||||||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Obligations of:
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
States and political subdivisions
|
$
|
16,985
|
|
$
|
89
|
|
18
|
|
|
$
|
5,308
|
|
$
|
167
|
|
1
|
|
|
$
|
22,293
|
|
$
|
256
|
|
Residential mortgage-backed securities
|
274,998
|
|
3,462
|
|
77
|
|
|
291,812
|
|
9,556
|
|
88
|
|
|
566,810
|
|
13,018
|
|
||||||
Commercial mortgage-backed securities
|
2,487
|
|
23
|
|
1
|
|
|
1,274
|
|
16
|
|
1
|
|
|
3,761
|
|
39
|
|
||||||
Bank-issued trust preferred securities
|
—
|
|
—
|
|
—
|
|
|
2,792
|
|
207
|
|
3
|
|
|
2,792
|
|
207
|
|
||||||
Equity securities
|
276
|
|
1
|
|
1
|
|
|
112
|
|
64
|
|
1
|
|
|
388
|
|
65
|
|
||||||
Total
|
$
|
294,746
|
|
$
|
3,575
|
|
97
|
|
|
$
|
301,298
|
|
$
|
10,010
|
|
94
|
|
|
$
|
596,044
|
|
$
|
13,585
|
|
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
|
$
|
995
|
|
$
|
10,453
|
|
$
|
31,525
|
|
$
|
57,066
|
|
$
|
100,039
|
|
Residential mortgage-backed securities
|
445
|
|
13,971
|
|
43,502
|
|
626,182
|
|
684,100
|
|
|||||
Commercial mortgage-backed securities
|
—
|
|
5,714
|
|
—
|
|
1,290
|
|
7,004
|
|
|||||
Bank-issued trust preferred securities
|
—
|
|
—
|
|
2,196
|
|
2,999
|
|
5,195
|
|
|||||
Equity securities
|
—
|
|
—
|
|
—
|
|
—
|
|
1,394
|
|
|||||
Total available-for-sale securities
|
$
|
1,440
|
|
$
|
30,138
|
|
$
|
77,223
|
|
$
|
687,537
|
|
$
|
797,732
|
|
Fair value
|
|
|
|
|
|
||||||||||
Obligations of:
|
|
|
|
|
|
||||||||||
States and political subdivisions
|
$
|
1,004
|
|
$
|
10,478
|
|
$
|
31,825
|
|
$
|
58,262
|
|
$
|
101,569
|
|
Residential mortgage-backed securities
|
436
|
|
13,860
|
|
43,188
|
|
616,180
|
|
673,664
|
|
|||||
Commercial mortgage-backed securities
|
—
|
|
5,702
|
|
—
|
|
1,274
|
|
6,976
|
|
|||||
Bank-issued trust preferred securities
|
—
|
|
—
|
|
2,337
|
|
2,792
|
|
5,129
|
|
|||||
Equity securities
|
—
|
|
—
|
|
—
|
|
—
|
|
7,849
|
|
|||||
Total available-for-sale securities
|
$
|
1,440
|
|
$
|
30,040
|
|
$
|
77,350
|
|
$
|
678,508
|
|
$
|
795,187
|
|
Total weighted-average yield
|
3.63
|
%
|
2.44
|
%
|
3.22
|
%
|
2.69
|
%
|
2.75
|
%
|
(Dollars in thousands)
|
Amortized Cost
|
Gross Unrealized Gains
|
Gross Unrealized Losses
|
Fair Value
|
||||||||
2017
|
|
|
|
|
||||||||
Obligations of:
|
|
|
|
|
||||||||
States and political subdivisions
|
$
|
3,810
|
|
$
|
607
|
|
$
|
—
|
|
$
|
4,417
|
|
Residential mortgage-backed securities
|
32,487
|
|
269
|
|
(529
|
)
|
32,227
|
|
||||
Commercial mortgage-backed securities
|
4,631
|
|
—
|
|
(62
|
)
|
4,569
|
|
||||
Total held-to-maturity securities
|
$
|
40,928
|
|
$
|
876
|
|
$
|
(591
|
)
|
$
|
41,213
|
|
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
|
||||||||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Residential mortgage-backed securities
|
$
|
1,476
|
|
$
|
4
|
|
2
|
|
|
$
|
12,098
|
|
$
|
525
|
|
3
|
|
|
$
|
13,574
|
|
$
|
529
|
|
Commercial mortgage-backed securities
|
—
|
|
—
|
|
—
|
|
|
4,569
|
|
62
|
|
1
|
|
|
4,569
|
|
62
|
|
||||||
Total
|
$
|
1,476
|
|
$
|
4
|
|
2
|
|
|
$
|
16,667
|
|
$
|
587
|
|
4
|
|
|
$
|
18,143
|
|
$
|
591
|
|
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
|
$
|
—
|
|
$
|
313
|
|
$
|
2,980
|
|
$
|
517
|
|
$
|
3,810
|
|
Residential mortgage-backed securities
|
—
|
|
444
|
|
6,358
|
|
25,685
|
|
32,487
|
|
|||||
Commercial mortgage-backed securities
|
—
|
|
—
|
|
—
|
|
4,631
|
|
4,631
|
|
|||||
Total held-to-maturity securities
|
$
|
—
|
|
$
|
757
|
|
$
|
9,338
|
|
$
|
30,833
|
|
$
|
40,928
|
|
Fair value
|
|
|
|
|
|
||||||||||
Obligations of:
|
|
|
|
|
|
||||||||||
States and political subdivisions
|
$
|
—
|
|
$
|
314
|
|
$
|
3,570
|
|
$
|
533
|
|
$
|
4,417
|
|
Residential mortgage-backed securities
|
—
|
|
442
|
|
6,437
|
|
25,348
|
|
32,227
|
|
|||||
Commercial mortgage-backed securities
|
—
|
|
—
|
|
—
|
|
4,569
|
|
4,569
|
|
|||||
Total held-to-maturity securities
|
$
|
—
|
|
$
|
756
|
|
$
|
10,007
|
|
$
|
30,450
|
|
$
|
41,213
|
|
Total weighted-average yield
|
—
|
%
|
2.64
|
%
|
2.47
|
%
|
2.88
|
%
|
2.79
|
%
|
(Dollars in thousands)
|
2017
|
2016
|
||||
Originated loans:
|
|
|
||||
Commercial real estate, construction
|
$
|
107,118
|
|
$
|
84,626
|
|
Commercial real estate, other
|
595,447
|
|
531,557
|
|
||
Commercial real estate
|
702,565
|
|
616,183
|
|
||
Commercial and industrial
|
438,051
|
|
378,131
|
|
||
Residential real estate
|
304,523
|
|
307,490
|
|
||
Home equity lines of credit
|
88,902
|
|
85,617
|
|
||
Consumer, indirect
|
340,390
|
|
252,024
|
|
||
Consumer, other
|
67,010
|
|
67,579
|
|
||
Consumer
|
407,400
|
|
319,603
|
|
||
Deposit account overdrafts
|
849
|
|
1,080
|
|
||
Total originated loans
|
$
|
1,942,290
|
|
$
|
1,708,104
|
|
Acquired loans:
|
|
|
||||
Commercial real estate, construction
|
$
|
8,319
|
|
$
|
10,100
|
|
Commercial real estate, other
|
165,120
|
|
204,466
|
|
||
Commercial real estate
|
173,439
|
|
214,566
|
|
||
Commercial and industrial
|
34,493
|
|
44,208
|
|
||
Residential real estate
|
184,864
|
|
228,435
|
|
||
Home equity lines of credit
|
20,575
|
|
25,875
|
|
||
Consumer, indirect
|
329
|
|
808
|
|
||
Consumer, other
|
1,147
|
|
2,940
|
|
||
Consumer
|
1,476
|
|
3,748
|
|
||
Total acquired loans
|
$
|
414,847
|
|
$
|
516,832
|
|
Total loans
|
$
|
2,357,137
|
|
$
|
2,224,936
|
|
(Dollars in thousands)
|
2017
|
2016
|
||||
Commercial real estate
|
$
|
8,117
|
|
$
|
11,476
|
|
Commercial and industrial
|
767
|
|
1,573
|
|
||
Residential real estate
|
19,532
|
|
23,306
|
|
||
Consumer
|
33
|
|
76
|
|
||
Total outstanding balance
|
$
|
28,449
|
|
$
|
36,431
|
|
Net carrying amount
|
$
|
19,564
|
|
$
|
26,524
|
|
(Dollars in thousands)
|
Accretable Yield
|
||
Balance, December 31, 2016
|
$
|
7,132
|
|
Additions:
|
|
||
Reclassification from nonaccretable to accretable
|
1,285
|
|
|
Accretion
|
(1,713
|
)
|
|
Balance, December 31, 2017
|
$
|
6,704
|
|
|
|
|
|
Accruing Loans
90+ Days Past Due
|
|||||||||
|
Nonaccrual Loans
|
|
|||||||||||
(Dollars in thousands)
|
2017
|
2016
|
|
2017
|
2016
|
||||||||
Originated loans:
|
|
|
|
|
|
||||||||
Commercial real estate, construction
|
$
|
754
|
|
$
|
826
|
|
|
$
|
—
|
|
$
|
—
|
|
Commercial real estate, other
|
6,877
|
|
9,934
|
|
|
—
|
|
—
|
|
||||
Commercial real estate
|
7,631
|
|
10,760
|
|
|
—
|
|
—
|
|
||||
Commercial and industrial
|
739
|
|
1,712
|
|
|
—
|
|
—
|
|
||||
Residential real estate
|
3,546
|
|
3,778
|
|
|
548
|
|
183
|
|
||||
Home equity lines of credit
|
550
|
|
383
|
|
|
50
|
|
—
|
|
||||
Consumer, indirect
|
256
|
|
130
|
|
|
—
|
|
10
|
|
||||
Consumer, other
|
39
|
|
11
|
|
|
16
|
|
—
|
|
||||
Consumer
|
295
|
|
141
|
|
|
16
|
|
10
|
|
||||
Total originated loans
|
$
|
12,761
|
|
$
|
16,774
|
|
|
$
|
614
|
|
$
|
193
|
|
Acquired loans:
|
|
|
|
|
|
||||||||
Commercial real estate, other
|
$
|
192
|
|
$
|
1,609
|
|
|
$
|
215
|
|
$
|
1,506
|
|
Commercial and industrial
|
259
|
|
390
|
|
|
45
|
|
387
|
|
||||
Residential real estate
|
2,168
|
|
2,317
|
|
|
730
|
|
1,672
|
|
||||
Home equity lines of credit
|
312
|
|
231
|
|
|
22
|
|
—
|
|
||||
Consumer, indirect
|
—
|
|
—
|
|
|
—
|
|
13
|
|
||||
Consumer, other
|
—
|
|
4
|
|
|
—
|
|
—
|
|
||||
Consumer
|
—
|
|
4
|
|
|
—
|
|
13
|
|
||||
Total acquired loans
|
$
|
2,931
|
|
$
|
4,551
|
|
|
$
|
1,012
|
|
$
|
3,578
|
|
Total loans
|
$
|
15,692
|
|
$
|
21,325
|
|
|
$
|
1,626
|
|
$
|
3,771
|
|
|
Loans Past Due
|
|
Current
Loans
|
Total
Loans
|
|||||||||||||||
(Dollars in thousands)
|
30 - 59 days
|
60 - 89 days
|
90 + Days
|
Total
|
|
||||||||||||||
2017
|
|
|
|
|
|
|
|
||||||||||||
Originated loans:
|
|
|
|
|
|
|
|
||||||||||||
Commercial real estate, construction
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
107,118
|
|
$
|
107,118
|
|
Commercial real estate, other
|
990
|
|
—
|
|
6,492
|
|
7,482
|
|
|
587,965
|
|
595,447
|
|
||||||
Commercial real estate
|
990
|
|
—
|
|
6,492
|
|
7,482
|
|
|
695,083
|
|
702,565
|
|
||||||
Commercial and industrial
|
1,423
|
|
92
|
|
706
|
|
2,221
|
|
|
435,830
|
|
438,051
|
|
||||||
Residential real estate
|
4,562
|
|
1,234
|
|
2,408
|
|
8,204
|
|
|
296,319
|
|
304,523
|
|
||||||
Home equity lines of credit
|
502
|
|
80
|
|
395
|
|
977
|
|
|
87,925
|
|
88,902
|
|
||||||
Consumer, indirect
|
2,153
|
|
648
|
|
105
|
|
2,906
|
|
|
337,484
|
|
340,390
|
|
||||||
Consumer, other
|
417
|
|
46
|
|
48
|
|
511
|
|
|
66,499
|
|
67,010
|
|
||||||
Consumer
|
2,570
|
|
694
|
|
153
|
|
3,417
|
|
|
403,983
|
|
407,400
|
|
||||||
Deposit account overdrafts
|
—
|
|
—
|
|
—
|
|
—
|
|
|
849
|
|
849
|
|
||||||
Total originated loans
|
$
|
10,047
|
|
$
|
2,100
|
|
$
|
10,154
|
|
$
|
22,301
|
|
|
$
|
1,919,989
|
|
$
|
1,942,290
|
|
|
Loans Past Due
|
|
Current
Loans
|
Total
Loans
|
|||||||||||||||
(Dollars in thousands)
|
30 - 59 days
|
60 - 89 days
|
90 + Days
|
Total
|
|
||||||||||||||
2017
|
|
|
|
|
|
|
|
||||||||||||
Acquired loans:
|
|
|
|
|
|
|
|
||||||||||||
Commercial real estate, construction
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
8,319
|
|
$
|
8,319
|
|
Commercial real estate, other
|
775
|
|
948
|
|
312
|
|
2,035
|
|
|
163,085
|
|
165,120
|
|
||||||
Commercial real estate
|
775
|
|
948
|
|
312
|
|
2,035
|
|
|
171,404
|
|
173,439
|
|
||||||
Commercial and industrial
|
—
|
|
1
|
|
171
|
|
172
|
|
|
34,321
|
|
34,493
|
|
||||||
Residential real estate
|
4,656
|
|
1,391
|
|
1,910
|
|
7,957
|
|
|
176,907
|
|
184,864
|
|
||||||
Home equity lines of credit
|
126
|
|
—
|
|
301
|
|
427
|
|
|
20,148
|
|
20,575
|
|
||||||
Consumer, indirect
|
3
|
|
—
|
|
—
|
|
3
|
|
|
326
|
|
329
|
|
||||||
Consumer, other
|
10
|
|
11
|
|
—
|
|
21
|
|
|
1,126
|
|
1,147
|
|
||||||
Consumer
|
13
|
|
11
|
|
—
|
|
24
|
|
|
1,452
|
|
1,476
|
|
||||||
Deposit account overdrafts
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
||||||
Total acquired loans
|
$
|
5,570
|
|
$
|
2,351
|
|
$
|
2,694
|
|
$
|
10,615
|
|
|
$
|
404,232
|
|
$
|
414,847
|
|
Total loans
|
$
|
15,617
|
|
$
|
4,451
|
|
$
|
12,848
|
|
$
|
32,916
|
|
|
$
|
2,324,221
|
|
$
|
2,357,137
|
|
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
|
Special Mention
|
Substandard
|
Doubtful
|
Not
Rated
|
Total
Loans
|
||||||||||||
(Dollars in thousands)
|
(Grades 1 - 4)
|
(Grade 5)
|
(Grade 6)
|
(Grade 7)
|
||||||||||||||
2017
|
|
|
|
|
|
|
||||||||||||
Originated loans:
|
|
|
|
|
|
|
||||||||||||
Commercial real estate, construction
|
$
|
100,409
|
|
$
|
5,502
|
|
$
|
754
|
|
$
|
—
|
|
$
|
453
|
|
$
|
107,118
|
|
Commercial real estate, other
|
561,320
|
|
17,189
|
|
16,938
|
|
—
|
|
—
|
|
595,447
|
|
||||||
Commercial real estate
|
661,729
|
|
22,691
|
|
17,692
|
|
—
|
|
453
|
|
702,565
|
|
||||||
Commercial and industrial
|
420,477
|
|
13,062
|
|
4,512
|
|
—
|
|
—
|
|
438,051
|
|
||||||
Residential real estate
|
17,896
|
|
1,000
|
|
11,371
|
|
216
|
|
274,040
|
|
304,523
|
|
||||||
Home equity lines of credit
|
454
|
|
—
|
|
—
|
|
—
|
|
88,448
|
|
88,902
|
|
||||||
Consumer, indirect
|
55
|
|
8
|
|
—
|
|
—
|
|
340,327
|
|
340,390
|
|
||||||
Consumer, other
|
33
|
|
—
|
|
—
|
|
—
|
|
66,977
|
|
67,010
|
|
||||||
Consumer
|
88
|
|
8
|
|
—
|
|
—
|
|
407,304
|
|
407,400
|
|
||||||
Deposit account overdrafts
|
—
|
|
—
|
|
—
|
|
—
|
|
849
|
|
849
|
|
||||||
Total originated loans
|
$
|
1,100,644
|
|
$
|
36,761
|
|
$
|
33,575
|
|
$
|
216
|
|
$
|
771,094
|
|
$
|
1,942,290
|
|
|
Pass Rated
|
Special Mention
|
Substandard
|
Doubtful
|
Not
Rated
|
Total
Loans
|
||||||||||||
(Dollars in thousands)
|
(Grades 1 - 4)
|
(Grade 5)
|
(Grade 6)
|
(Grade 7)
|
||||||||||||||
2017
|
|
|
|
|
|
|
||||||||||||
Acquired loans:
|
|
|
|
|
|
|
||||||||||||
Commercial real estate, construction
|
$
|
8,267
|
|
$
|
—
|
|
$
|
52
|
|
$
|
—
|
|
$
|
—
|
|
$
|
8,319
|
|
Commercial real estate, other
|
149,486
|
|
6,527
|
|
9,107
|
|
—
|
|
—
|
|
165,120
|
|
||||||
Commercial real estate
|
157,753
|
|
6,527
|
|
9,159
|
|
—
|
|
—
|
|
173,439
|
|
||||||
Commercial and industrial
|
32,011
|
|
157
|
|
2,325
|
|
—
|
|
—
|
|
34,493
|
|
||||||
Residential real estate
|
12,543
|
|
593
|
|
1,105
|
|
—
|
|
170,623
|
|
184,864
|
|
||||||
Home equity lines of credit
|
124
|
|
—
|
|
—
|
|
—
|
|
20,451
|
|
20,575
|
|
||||||
Consumer, indirect
|
12
|
|
—
|
|
—
|
|
—
|
|
317
|
|
329
|
|
||||||
Consumer, other
|
35
|
|
—
|
|
—
|
|
—
|
|
1,112
|
|
1,147
|
|
||||||
Consumer
|
47
|
|
—
|
|
—
|
|
—
|
|
1,429
|
|
1,476
|
|
||||||
Deposit account overdrafts
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Total acquired loans
|
$
|
202,478
|
|
$
|
7,277
|
|
$
|
12,589
|
|
$
|
—
|
|
$
|
192,503
|
|
$
|
414,847
|
|
Total loans
|
$
|
1,303,122
|
|
$
|
44,038
|
|
$
|
46,164
|
|
$
|
216
|
|
$
|
963,597
|
|
$
|
2,357,137
|
|
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
|
Without
|
Related
Allowance
|
||||||||||||||||||
(Dollars in thousands)
|
Allowance
|
Allowance
|
|||||||||||||||||||
2017
|
|
|
|
|
|
|
|
||||||||||||||
Commercial real estate, construction
|
$
|
821
|
|
$
|
—
|
|
$
|
754
|
|
$
|
754
|
|
$
|
—
|
|
$
|
788
|
|
$
|
—
|
|
Commercial real estate, other
|
14,909
|
|
14
|
|
13,606
|
|
13,620
|
|
1
|
|
14,392
|
|
503
|
|
|||||||
Commercial real estate
|
15,730
|
|
14
|
|
14,360
|
|
14,374
|
|
1
|
|
15,180
|
|
503
|
|
|||||||
Commercial and industrial
|
1,690
|
|
951
|
|
572
|
|
1,523
|
|
199
|
|
1,668
|
|
65
|
|
|||||||
Residential real estate
|
24,743
|
|
477
|
|
22,626
|
|
23,103
|
|
58
|
|
23,195
|
|
1,246
|
|
|||||||
Home equity lines of credit
|
1,707
|
|
81
|
|
1,624
|
|
1,705
|
|
18
|
|
1,505
|
|
85
|
|
|||||||
Consumer, indirect
|
273
|
|
70
|
|
206
|
|
276
|
|
26
|
|
184
|
|
20
|
|
|||||||
Consumer, other
|
87
|
|
56
|
|
28
|
|
84
|
|
37
|
|
79
|
|
7
|
|
|||||||
Consumer
|
360
|
|
126
|
|
234
|
|
360
|
|
63
|
|
263
|
|
27
|
|
|||||||
Total
|
$
|
44,230
|
|
$
|
1,649
|
|
$
|
39,416
|
|
$
|
41,065
|
|
$
|
339
|
|
$
|
41,811
|
|
$
|
1,926
|
|
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
|
(408
|
)
|
(175
|
)
|
(637
|
)
|
(131
|
)
|
(2,110
|
)
|
(372
|
)
|
(1,038
|
)
|
(4,871
|
)
|
||||||||
Recoveries
|
146
|
|
1
|
|
152
|
|
13
|
|
764
|
|
179
|
|
215
|
|
1,470
|
|
||||||||
Net (charge-offs) recoveries
|
(262
|
)
|
(174
|
)
|
(485
|
)
|
(118
|
)
|
(1,346
|
)
|
(193
|
)
|
(823
|
)
|
(3,401
|
)
|
||||||||
Provision for (recovery of) loan losses
|
887
|
|
(366
|
)
|
407
|
|
123
|
|
1,978
|
|
139
|
|
722
|
|
3,890
|
|
||||||||
Balance, December 31, 2017
|
$
|
7,797
|
|
$
|
5,813
|
|
$
|
904
|
|
$
|
693
|
|
$
|
2,944
|
|
$
|
464
|
|
$
|
70
|
|
$
|
18,685
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Period-end amount allocated to:
|
|
|
|
|
|
|
|
|||||||||||||||||
Loans individually evaluated for impairment
|
$
|
1
|
|
$
|
199
|
|
$
|
58
|
|
$
|
18
|
|
$
|
26
|
|
$
|
37
|
|
$
|
—
|
|
$
|
339
|
|
Loans collectively evaluated for impairment
|
7,796
|
|
5,614
|
|
846
|
|
675
|
|
2,918
|
|
427
|
|
70
|
|
18,346
|
|
||||||||
Balance, December 31, 2017
|
$
|
7,797
|
|
$
|
5,813
|
|
$
|
904
|
|
$
|
693
|
|
$
|
2,944
|
|
$
|
464
|
|
$
|
70
|
|
$
|
18,685
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Balance, January 1, 2016
|
$
|
7,076
|
|
$
|
5,382
|
|
$
|
1,257
|
|
$
|
732
|
|
$
|
1,427
|
|
$
|
544
|
|
$
|
121
|
|
$
|
16,539
|
|
Charge-offs
|
(24
|
)
|
(1,017
|
)
|
(588
|
)
|
(73
|
)
|
(2,072
|
)
|
(583
|
)
|
(774
|
)
|
(5,131
|
)
|
||||||||
Recoveries
|
1,209
|
|
306
|
|
278
|
|
56
|
|
1,059
|
|
226
|
|
175
|
|
3,309
|
|
||||||||
Net recoveries (charge-offs)
|
1,185
|
|
(711
|
)
|
(310
|
)
|
(17
|
)
|
(1,013
|
)
|
(357
|
)
|
(599
|
)
|
(1,822
|
)
|
||||||||
(Recovery of) provision for loan losses
|
(1,089
|
)
|
1,682
|
|
35
|
|
(27
|
)
|
1,898
|
|
331
|
|
649
|
|
3,479
|
|
||||||||
Balance, December 31, 2016
|
$
|
7,172
|
|
$
|
6,353
|
|
$
|
982
|
|
$
|
688
|
|
$
|
2,312
|
|
$
|
518
|
|
$
|
171
|
|
$
|
18,196
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Period-end amount allocated to:
|
|
|
|
|
|
|
|
|||||||||||||||||
Loans individually evaluated for impairment
|
$
|
803
|
|
$
|
585
|
|
$
|
24
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
1,412
|
|
Loans collectively evaluated for impairment
|
6,369
|
|
5,768
|
|
958
|
|
688
|
|
2,312
|
|
518
|
|
171
|
|
16,784
|
|
||||||||
Balance, December 31, 2016
|
$
|
7,172
|
|
$
|
6,353
|
|
$
|
982
|
|
$
|
688
|
|
$
|
2,312
|
|
$
|
518
|
|
$
|
171
|
|
$
|
18,196
|
|
(Dollars in thousands)
|
2017
|
2016
|
||||
Purchased credit impaired loans:
|
|
|
||||
Balance, January 1
|
$
|
233
|
|
$
|
240
|
|
Charge-offs
|
(7
|
)
|
(67
|
)
|
||
Recoveries
|
—
|
|
—
|
|
||
Net charge-offs
|
226
|
|
173
|
|
||
(Recovery of) provision for loan losses
|
(118
|
)
|
60
|
|
||
Balance, December 31
|
$
|
108
|
|
$
|
233
|
|
(Dollars in thousands)
|
|
2017
|
|
2016
|
||||
Land
|
|
$
|
12,871
|
|
|
$
|
12,085
|
|
Building and premises
|
|
61,729
|
|
|
61,451
|
|
||
Furniture, fixtures and equipment
|
|
27,137
|
|
|
26,078
|
|
||
Total bank premises and equipment
|
|
101,737
|
|
|
99,614
|
|
||
Accumulated depreciation
|
|
(49,227
|
)
|
|
(45,998
|
)
|
||
Net book value
|
|
$
|
52,510
|
|
|
$
|
53,616
|
|
(Dollars in thousands)
|
2017
|
2016
|
||||
Goodwill, beginning of year
|
$
|
132,631
|
|
$
|
132,631
|
|
Acquired goodwill
|
480
|
|
—
|
|
||
Goodwill, end of year
|
$
|
133,111
|
|
$
|
132,631
|
|
(Dollars in thousands)
|
Core Deposits
|
|
Customer Relationships
|
|
Total
|
||||||
2017
|
|
|
|
|
|
||||||
Gross intangibles
|
$
|
16,150
|
|
|
$
|
5,373
|
|
|
$
|
21,523
|
|
Acquired intangibles
|
—
|
|
|
1,593
|
|
|
1,593
|
|
|||
Accumulated amortization
|
(10,281
|
)
|
|
(3,675
|
)
|
|
(13,956
|
)
|
|||
Total acquired intangibles
|
$
|
5,869
|
|
|
$
|
3,291
|
|
|
$
|
9,160
|
|
Servicing rights
|
|
|
|
|
2,305
|
|
|||||
Total other intangibles
|
|
|
|
|
|
|
$
|
11,465
|
|
||
2016
|
|
|
|
|
|
||||||
Gross intangibles
|
$
|
16,150
|
|
|
$
|
4,859
|
|
|
$
|
21,009
|
|
Acquired intangibles
|
—
|
|
|
514
|
|
|
514
|
|
|||
Accumulated amortization
|
(7,594
|
)
|
|
(2,847
|
)
|
|
(10,441
|
)
|
|||
Total acquired intangibles
|
$
|
8,556
|
|
|
$
|
2,526
|
|
|
$
|
11,082
|
|
Servicing rights
|
|
|
|
|
2,305
|
|
|||||
Total other intangibles
|
|
|
|
|
|
|
$
|
13,387
|
|
(Dollars in thousands)
|
|
Core Deposits
|
|
Customer Relationships
|
|
Total
|
||||||
2018
|
|
$
|
2,175
|
|
|
$
|
839
|
|
|
$
|
3,014
|
|
2019
|
|
1,658
|
|
|
706
|
|
|
2,364
|
|
|||
2020
|
|
1,138
|
|
|
563
|
|
|
1,701
|
|
|||
2021
|
|
648
|
|
|
413
|
|
|
1,061
|
|
|||
2022
|
|
208
|
|
|
274
|
|
|
482
|
|
|||
Thereafter
|
|
42
|
|
|
496
|
|
|
538
|
|
|||
Total
|
|
$
|
5,869
|
|
|
$
|
3,291
|
|
|
$
|
9,160
|
|
(Dollars in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Balance, beginning of year
|
|
$
|
2,305
|
|
|
$
|
2,387
|
|
|
$
|
2,238
|
|
Amortization
|
|
(741
|
)
|
|
(762
|
)
|
|
(662
|
)
|
|||
Servicing rights originated
|
|
741
|
|
|
680
|
|
|
566
|
|
|||
Servicing rights acquired
|
|
—
|
|
|
—
|
|
|
245
|
|
|||
Balance, end of year
|
|
$
|
2,305
|
|
|
$
|
2,305
|
|
|
$
|
2,387
|
|
(Dollars in thousands)
|
2017
|
2016
|
||||
Retail certificates of deposit:
|
|
|
||||
$100,000 or more
|
$
|
149,105
|
|
$
|
152,222
|
|
Less than $100,000
|
189,568
|
|
209,503
|
|
||
Retail certificates of deposit
|
338,673
|
|
361,725
|
|
||
Interest-bearing transaction accounts
|
593,415
|
|
278,975
|
|
||
Savings accounts
|
446,714
|
|
436,344
|
|
||
Money market deposit accounts
|
371,376
|
|
407,754
|
|
||
Governmental deposit accounts
|
264,524
|
|
251,671
|
|
||
Brokered certificates of deposits
|
159,618
|
|
38,832
|
|
||
Total interest-bearing deposits
|
2,174,320
|
|
1,775,301
|
|
||
Non-interest-bearing deposits
|
556,010
|
|
734,421
|
|
||
Total deposits
|
$
|
2,730,330
|
|
$
|
2,509,722
|
|
(Dollars in thousands)
|
Retail
|
Brokered
|
Total
|
||||||
2018
|
$
|
165,862
|
|
$
|
108,025
|
|
$
|
273,887
|
|
2019
|
71,137
|
|
35,576
|
|
106,713
|
|
|||
2020
|
44,895
|
|
7,382
|
|
52,277
|
|
|||
2021
|
39,716
|
|
4,777
|
|
44,493
|
|
|||
2022
|
16,946
|
|
3,858
|
|
20,804
|
|
|||
Thereafter
|
117
|
|
—
|
|
117
|
|
|||
Total certificates of deposits
|
$
|
338,673
|
|
$
|
159,618
|
|
$
|
498,291
|
|
(Dollars in thousands)
|
Retail Repurchase Agreements
|
FHLB
Advances
|
National Market Repurchase Agreements
|
||||||
2017
|
|
|
|
|
|
||||
Ending balance
|
$
|
76,899
|
|
$
|
92,592
|
|
$
|
40,000
|
|
Average balance
|
75,344
|
|
100,205
|
|
6,685
|
|
|||
Highest month-end balance
|
80,649
|
|
208,000
|
|
40,000
|
|
|||
Interest expense
|
$
|
128
|
|
$
|
1,160
|
|
$
|
246
|
|
Weighted-average interest rate:
|
|
|
|
|
|
||||
End of year
|
0.17
|
%
|
1.91
|
%
|
3.68
|
%
|
|||
During the year
|
0.17
|
%
|
1.16
|
%
|
3.68
|
%
|
|||
2016
|
|
|
|
|
|
||||
Ending balance
|
$
|
74,607
|
|
$
|
231,000
|
|
$
|
—
|
|
Average balance
|
72,886
|
|
86,260
|
|
—
|
|
|||
Highest month-end balance
|
81,353
|
|
231,000
|
|
—
|
|
|||
Interest expense
|
$
|
123
|
|
$
|
384
|
|
$
|
—
|
|
Weighted-average interest rate:
|
|
|
|
|
|
||||
End of year
|
0.17
|
%
|
0.64
|
%
|
—
|
%
|
|||
During the year
|
0.17
|
%
|
0.44
|
%
|
—
|
%
|
|||
2015
|
|
|
|
|
|
||||
Ending balance
|
$
|
84,386
|
|
$
|
76,000
|
|
$
|
—
|
|
Average balance
|
83,574
|
|
16,863
|
|
—
|
|
|||
Highest month-end balance
|
92,711
|
|
76,000
|
|
—
|
|
|||
Interest expense
|
$
|
140
|
|
$
|
42
|
|
$
|
—
|
|
Weighted-average interest rate:
|
|
|
|
|
|
||||
End of year
|
0.17
|
%
|
0.35
|
%
|
—
|
%
|
|||
During the year
|
0.17
|
%
|
0.25
|
%
|
—
|
%
|
|
2017
|
|
2016
|
||||||||
(Dollars in thousands)
|
Balance
|
Weighted-
Average
Rate
|
|
Balance
|
Weighted-
Average
Rate
|
||||||
FHLB putable and non-amortizing, fixed rate advances
|
$
|
115,000
|
|
1.86
|
%
|
|
$
|
70,000
|
|
2.49
|
%
|
FHLB amortizing, fixed rate advances
|
21,939
|
|
2.02
|
%
|
|
28,282
|
|
2.01
|
%
|
||
Callable national market repurchase agreements
|
—
|
|
—
|
%
|
|
40,000
|
|
3.63
|
%
|
||
Junior subordinated debt securities
|
7,107
|
|
4.97
|
%
|
|
6,924
|
|
4.48
|
%
|
||
Unamortized debt issuance cost
|
(27
|
)
|
—
|
%
|
|
(51
|
)
|
—
|
%
|
||
Long-term borrowings
|
$
|
144,019
|
|
2.04
|
%
|
|
$
|
145,155
|
|
2.81
|
%
|
▪
|
Peoples restructured
$20.0 million
of long-term FHLB advances that had a weighted-average rate of
2.97%
, resulting in a
$700,000
loss. Peoples replaced these borrowings with a long-term FHLB advance, which has an interest rate of
2.17%
and matures in 2026.
|
▪
|
Peoples borrowed an additional
$35.0 million
of long-term FHLB amortizing advances, which have interest rates ranging from
1.08%
to
1.40%
, and mature between 2019 and 2031.
|
▪
|
Peoples entered into five forward starting interest rate swaps to obtain short-term borrowings at fixed rates, with interest rates ranging from
1.49%
to
1.83%
, which become effective in 2018 and mature between 2022 and 2026. These swaps locked in funding rates for
$40.0 million
in FHLB advances that mature in 2018, which have interest rates ranging from
3.57%
to
3.92%
.
|
(a)
|
neither Peoples nor any of its subsidiaries may create, incur or suffer to exist additional indebtedness with an aggregate principal amount which exceeds
$10 million
at any time outstanding, subject to specific negotiated carve-outs;
|
(b)
|
neither Peoples nor any of its subsidiaries may be a party to certain material transactions (such as mergers or consolidations with third parties, liquidations or dissolutions, sales of assets, acquisitions, investments and sale/leaseback transactions), subject to transactions in the ordinary course of the banking business of Peoples Bank and new investments in an aggregate amount not exceeding
$10 million
being permitted as well as specific negotiated carve-outs;
|
(c)
|
neither Peoples nor any of its subsidiaries may voluntarily prepay, defease, purchase, redeem, retire or otherwise acquire any subordinated indebtedness issued by them; subject to specific negotiated carve-outs and the consent of Raymond James Bank; and
|
(d)
|
neither Peoples nor any of its subsidiaries may make any Restricted Payments (as defined in the RJB Credit Agreement), except that, to the extent legally permissible, (i) any subsidiary may declare and pay dividends to Peoples or a wholly-owned subsidiary of Peoples and (ii) Peoples may declare and pay dividends on its common shares provided that no event of default exists before or after giving effect to the dividend and Peoples is in compliance (on a pro forma basis) with the financial covenants specified in the RJB Credit Agreement, after giving effect to the dividend.
|
(i)
|
Peoples (on a consolidated basis) and Peoples Bank must be “well capitalized” at all times, as defined and determined by the applicable governmental authority having jurisdiction over Peoples or Peoples Bank;
|
(ii)
|
Peoples (on a consolidated basis) and Peoples Bank must maintain a total risk-based capital ratio (as defined by the applicable governmental authority having regulatory authority over Peoples or Peoples Bank) of at least
12.50%
as of the last day of any fiscal quarter;
|
(iii)
|
Peoples Bank must maintain a ratio of “Non-Performing Assets” to “Tangible Primary Capital” of not more than
20%
as of the last day of any fiscal quarter;
|
(iv)
|
Peoples Bank must maintain a ratio of “Loan Loss Reserves” to “Non-Performing Loans” of not less than
70%
at all times; and
|
(v)
|
Peoples (on a consolidated basis) must maintain a “Fixed Charge Coverage Ratio” that equals or exceeds
1.25
to 1.00 as of the end of each fiscal quarter, with the items used in this ratio being determined on a trailing four-fiscal quarter basis.
|
(Dollars in thousands)
|
Balance
|
Weighted-Average Rate
|
|||
2018
|
$
|
4,378
|
|
1.67
|
%
|
2019
|
33,508
|
|
1.37
|
%
|
|
2020
|
25,564
|
|
1.84
|
%
|
|
2021
|
21,979
|
|
1.75
|
%
|
|
2022
|
16,521
|
|
1.97
|
%
|
|
Thereafter
|
42,069
|
|
2.90
|
%
|
|
Long-term borrowings
|
$
|
144,019
|
|
2.04
|
%
|
|
Common Stock
|
Treasury
Stock
|
||
Shares at December 31, 2014
|
15,599,643
|
|
590,246
|
|
Changes related to stock-based compensation awards:
|
|
|
||
Grant of restricted common shares
|
131,011
|
|
—
|
|
Release of restricted common shares
|
—
|
|
25,205
|
|
Cancellation of restricted common shares
|
(28,219
|
)
|
—
|
|
Grant of common shares
|
2,810
|
|
(100
|
)
|
Changes related to deferred compensation plan for Boards of Directors:
|
|
|
||
Purchase of treasury stock
|
—
|
|
7,654
|
|
Reissuance of treasury stock
|
—
|
|
(9,642
|
)
|
Common shares issued under dividend reinvestment plan
|
18,257
|
|
—
|
|
Common shares issued under compensation plan for Board of Directors
|
—
|
|
(10,231
|
)
|
Common shares issued under employee stock purchase plan
|
—
|
|
(16,446
|
)
|
Issuance of common shares related to acquisition of NB&T Financial Group, Inc.
|
3,207,698
|
|
—
|
|
Shares at December 31, 2015
|
18,931,200
|
|
586,686
|
|
Changes related to stock-based compensation awards:
|
|
|
||
Grant of restricted common shares
|
—
|
|
(56,000
|
)
|
Release of restricted common shares
|
—
|
|
17,220
|
|
Cancellation of restricted common shares
|
(11,820
|
)
|
1,000
|
|
Grant of common shares
|
—
|
|
(350
|
)
|
Exercise of stock options for common shares
|
—
|
|
(1,775
|
)
|
Changes related to deferred compensation plan for Boards of Directors:
|
|
|
||
Purchase of treasury stock
|
—
|
|
8,396
|
|
Reissuance of treasury stock
|
—
|
|
(12,012
|
)
|
Common shares purchased under repurchase program
|
—
|
|
279,770
|
|
Common shares issued under dividend reinvestment plan
|
19,711
|
|
—
|
|
Common shares issued under compensation plan for Board of Directors
|
—
|
|
(11,450
|
)
|
Common shares issued under employee stock purchase plan
|
—
|
|
(15,727
|
)
|
Shares at December 31, 2016
|
18,939,091
|
|
795,758
|
|
Changes related to stock-based compensation awards:
|
|
|
||
Release of restricted common shares
|
—
|
|
10,452
|
|
Cancellation of restricted common shares
|
(3,554
|
)
|
5,050
|
|
Exercise of stock options for common shares
|
—
|
|
(266
|
)
|
Grant of restricted common shares
|
—
|
|
(68,707
|
)
|
Grant of common shares
|
—
|
|
(300
|
)
|
Changes related to deferred compensation plan for Board of Directors:
|
|
|
||
Purchase of treasury stock
|
—
|
|
5,413
|
|
Reissuance of treasury stock
|
—
|
|
(24,634
|
)
|
Common shares issued under dividend reinvestment plan
|
16,848
|
|
—
|
|
Common shares issued under compensation plan for Board of Directors
|
—
|
|
(9,092
|
)
|
Common shares issued under employee stock purchase plan
|
—
|
|
(11,225
|
)
|
Shares at December 31, 2017
|
18,952,385
|
|
702,449
|
|
(Dollars in thousands)
|
Unrealized Gain (Loss) on Securities
|
Unrecognized Net Pension and Postretirement Costs
|
Unrealized Gain (Loss) on Cash Flow Hedge
|
Accumulated Other Comprehensive (Loss) Income
|
||||||||
Balance, December 31, 2014
|
$
|
2,542
|
|
$
|
(3,843
|
)
|
$
|
—
|
|
$
|
(1,301
|
)
|
Reclassification adjustments to net income:
|
|
|
|
|
||||||||
Realized gain on sale of securities, net of tax
|
(474
|
)
|
—
|
|
—
|
|
(474
|
)
|
||||
Realized loss due to settlement and curtailment, net of tax
|
—
|
|
298
|
|
—
|
|
298
|
|
||||
Other comprehensive income, net of reclassifications and tax
|
801
|
|
317
|
|
—
|
|
1,118
|
|
||||
Balance, December 31, 2015
|
$
|
2,869
|
|
$
|
(3,228
|
)
|
$
|
—
|
|
$
|
(359
|
)
|
Reclassification adjustments to net income:
|
|
|
|
|
||||||||
Realized gain on sale of securities, net of tax
|
(604
|
)
|
—
|
|
—
|
|
(604
|
)
|
||||
Other comprehensive (loss) income, net of reclassifications and tax
|
(1,684
|
)
|
(93
|
)
|
1,186
|
|
(591
|
)
|
||||
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
|
(1,939
|
)
|
—
|
|
—
|
|
(1,939
|
)
|
||||
Realized loss due to settlement and curtailment, net of tax
|
—
|
|
157
|
|
—
|
|
157
|
|
||||
Amounts reclassified out of accumulated other comprehensive (loss) income per ASU 2018-02
|
(370
|
)
|
(754
|
)
|
200
|
|
(924
|
)
|
||||
Other comprehensive loss, net of reclassifications and tax
|
(360
|
)
|
(338
|
)
|
(257
|
)
|
(955
|
)
|
||||
Balance, December 31, 2017
|
$
|
(2,088
|
)
|
$
|
(4,256
|
)
|
$
|
1,129
|
|
$
|
(5,215
|
)
|
|
Pension Benefits
|
|
Post-retirement Benefits
|
||||||||||
(Dollars in thousands)
|
2017
|
2016
|
|
2017
|
2016
|
||||||||
Change in benefit obligation:
|
|
|
|
|
|
||||||||
Obligation at January 1
|
$
|
12,127
|
|
$
|
11,965
|
|
|
$
|
103
|
|
$
|
126
|
|
Interest cost
|
451
|
|
438
|
|
|
3
|
|
4
|
|
||||
Plan participants’ contributions
|
—
|
|
—
|
|
|
46
|
|
49
|
|
||||
Actuarial loss (gain)
|
1,207
|
|
151
|
|
|
(4
|
)
|
(7
|
)
|
||||
Benefit payments
|
(189
|
)
|
(427
|
)
|
|
(57
|
)
|
(69
|
)
|
||||
Settlements
|
(605
|
)
|
—
|
|
|
—
|
|
—
|
|
||||
Obligation at December 31
|
$
|
12,991
|
|
$
|
12,127
|
|
|
$
|
91
|
|
$
|
103
|
|
Accumulated benefit obligation at December 31
|
$
|
12,991
|
|
$
|
12,127
|
|
|
$
|
—
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||||
Change in plan assets:
|
|
|
|
|
|
||||||||
Fair value of plan assets at January 1
|
$
|
7,582
|
|
$
|
7,124
|
|
|
$
|
—
|
|
$
|
—
|
|
Actual return on plan assets
|
1,140
|
|
405
|
|
|
—
|
|
—
|
|
||||
Employer contributions
|
565
|
|
480
|
|
|
11
|
|
20
|
|
||||
Plan participants’ contributions
|
—
|
|
—
|
|
|
46
|
|
49
|
|
||||
Benefit payments
|
(189
|
)
|
(427
|
)
|
|
(57
|
)
|
(69
|
)
|
||||
Settlements
|
(605
|
)
|
—
|
|
|
—
|
|
—
|
|
||||
Fair value of plan assets at December 31
|
$
|
8,493
|
|
$
|
7,582
|
|
|
$
|
—
|
|
$
|
—
|
|
Funded status at December 31
|
$
|
(4,498
|
)
|
$
|
(4,545
|
)
|
|
$
|
(91
|
)
|
$
|
(103
|
)
|
Amounts recognized in Consolidated Balance Sheets:
|
|
|
|
|
|
||||||||
Accrued benefit liability
|
$
|
(4,498
|
)
|
$
|
(4,545
|
)
|
|
$
|
(91
|
)
|
$
|
(103
|
)
|
Net amount recognized
|
$
|
(4,498
|
)
|
$
|
(4,545
|
)
|
|
$
|
(91
|
)
|
$
|
(103
|
)
|
Amounts recognized in Accumulated Other Comprehensive Loss:
|
|
|
|
|
|||||||||
Unrecognized prior service cost
|
$
|
—
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
$
|
(1
|
)
|
Unrecognized net loss (gain)
|
4,311
|
|
3,368
|
|
|
(56
|
)
|
(48
|
)
|
||||
Total
|
$
|
4,311
|
|
$
|
3,368
|
|
|
$
|
(57
|
)
|
$
|
(49
|
)
|
Weighted-average assumptions at year-end:
|
|
|
|
|
|
||||||||
Discount rate
|
3.40
|
%
|
3.80
|
%
|
|
3.40
|
%
|
3.80
|
%
|
|
Pension Benefits
|
|
Post-retirement Benefits
|
||||||||||||||||
(Dollars in thousands)
|
2017
|
2016
|
2015
|
|
2017
|
2016
|
2015
|
||||||||||||
Interest cost
|
$
|
451
|
|
$
|
438
|
|
$
|
447
|
|
|
$
|
3
|
|
$
|
4
|
|
$
|
4
|
|
Expected return on plan assets
|
(553
|
)
|
(492
|
)
|
(493
|
)
|
|
—
|
|
—
|
|
—
|
|
||||||
Amortization of net loss (gain)
|
102
|
|
95
|
|
117
|
|
|
(6
|
)
|
(6
|
)
|
(5
|
)
|
||||||
Settlement of benefit obligation
|
242
|
|
—
|
|
459
|
|
|
—
|
|
—
|
|
—
|
|
||||||
Net periodic benefit cost
|
$
|
242
|
|
$
|
41
|
|
$
|
530
|
|
|
$
|
(3
|
)
|
$
|
(2
|
)
|
$
|
(1
|
)
|
|
|
|
|
|
|
|
|
||||||||||||
Weighted-average assumptions:
|
|
|
|
|
|
|
|
||||||||||||
Discount rate
|
3.80
|
%
|
3.90
|
%
|
3.80
|
%
|
|
3.80
|
%
|
3.90
|
%
|
3.50
|
%
|
||||||
Expected return on plan assets
|
7.50
|
%
|
7.50
|
%
|
7.50
|
%
|
|
n/a
|
|
n/a
|
|
n/a
|
|
||||||
Rate of compensation increase
|
n/a
|
|
n/a
|
|
n/a
|
|
|
n/a
|
|
n/a
|
|
n/a
|
|
(Dollars in thousands)
|
Fair Value
|
|
Quoted Prices in Active Markets for Identical Assets
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
||||||
2017
|
|
|
|
|
|
||||||
Equity securities:
|
|
|
|
|
|
||||||
Mutual funds - equity
|
$
|
6,131
|
|
|
$
|
6,131
|
|
|
$
|
—
|
|
Debt securities:
|
|
|
|
|
|
||||||
Mutual funds - taxable income
|
2,248
|
|
|
2,248
|
|
|
—
|
|
|||
Total fair value of pension assets
|
$
|
8,379
|
|
|
$
|
8,379
|
|
|
$
|
—
|
|
2016
|
|
|
|
|
|
||||||
Equity securities:
|
|
|
|
|
|
||||||
Mutual funds - equity
|
$
|
5,241
|
|
|
$
|
5,241
|
|
|
$
|
—
|
|
Debt securities:
|
|
|
|
|
|
||||||
Mutual funds - taxable income
|
2,107
|
|
|
2,107
|
|
|
—
|
|
|||
Total fair value of pension assets
|
$
|
7,348
|
|
|
$
|
7,348
|
|
|
$
|
—
|
|
(Dollars in thousands)
|
Pension Benefits
|
|
Post-retirement Benefits
|
||||
2018
|
$
|
1,112
|
|
|
$
|
12
|
|
2019
|
1,110
|
|
|
11
|
|
||
2020
|
1,165
|
|
|
10
|
|
||
2021
|
1,223
|
|
|
10
|
|
||
2022
|
738
|
|
|
9
|
|
||
2023 to 2027
|
3,353
|
|
|
34
|
|
||
Total
|
$
|
8,701
|
|
|
$
|
86
|
|
(Dollars in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||
|
|
Amount
|
Rate
|
|
Amount
|
Rate
|
|
Amount
|
Rate
|
|||||||||
Income tax computed at statutory federal tax rate
|
|
$
|
20,045
|
|
35.0
|
%
|
|
$
|
15,785
|
|
35.0
|
%
|
|
$
|
5,051
|
|
34.1
|
%
|
Differences in rate resulting from:
|
|
|
|
|
|
|
|
|
|
|||||||||
Tax-exempt interest income
|
|
(1,092
|
)
|
(1.9
|
)%
|
|
(1,170
|
)
|
(2.6
|
)%
|
|
(1,109
|
)
|
(7.5
|
)%
|
|||
Investments in tax credit funds
|
|
(221
|
)
|
(0.4
|
)%
|
|
(164
|
)
|
(0.4
|
)%
|
|
(123
|
)
|
(0.8
|
)%
|
|||
Bank owned life insurance
|
|
(683
|
)
|
(1.2
|
)%
|
|
(495
|
)
|
(1.1
|
)%
|
|
(204
|
)
|
(1.4
|
)%
|
|||
Other, net
(1)
|
|
683
|
|
1.2
|
%
|
|
169
|
|
0.4
|
%
|
|
260
|
|
1.8
|
%
|
|||
Income tax expense
|
|
$
|
18,732
|
|
32.7
|
%
|
|
$
|
14,125
|
|
31.3
|
%
|
|
$
|
3,875
|
|
26.2
|
%
|
(Dollars in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Current income tax expense
|
|
$
|
21,511
|
|
|
$
|
16,587
|
|
|
$
|
5,457
|
|
Deferred income tax (benefit) expense
|
|
(2,779
|
)
|
|
(2,462
|
)
|
|
(1,582
|
)
|
|||
Income tax expense
|
|
$
|
18,732
|
|
|
$
|
14,125
|
|
|
$
|
3,875
|
|
(Dollars in thousands)
|
|
2017
|
|
2016
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Allowance for loan losses
|
|
$
|
6,992
|
|
|
$
|
12,578
|
|
Accrued employee benefits
|
|
2,569
|
|
|
3,826
|
|
||
Investments
|
|
1,560
|
|
|
2,884
|
|
||
Bank premises and equipment
|
|
—
|
|
|
349
|
|
||
Available-for-sale securities
|
|
555
|
|
|
—
|
|
||
Other
|
|
116
|
|
|
1,190
|
|
||
Gross deferred tax assets
|
|
$
|
11,792
|
|
|
$
|
20,827
|
|
Valuation allowance
|
|
805
|
|
|
1,341
|
|
||
Total deferred tax assets
|
|
$
|
10,987
|
|
|
$
|
19,486
|
|
Deferred tax liabilities:
|
|
|
|
|
|
|||
Purchase accounting adjustments
|
|
$
|
6,092
|
|
|
$
|
10,845
|
|
Deferred loan income
|
|
2,459
|
|
|
3,181
|
|
||
Derivative instruments
|
|
300
|
|
|
—
|
|
||
Bank premises and equipment
|
|
307
|
|
|
—
|
|
||
Available-for-sale investment securities
|
|
—
|
|
|
312
|
|
||
Other
|
|
484
|
|
|
1,305
|
|
||
Total deferred tax liabilities
|
|
$
|
9,642
|
|
|
$
|
15,643
|
|
Net deferred tax asset
|
|
$
|
1,345
|
|
|
$
|
3,843
|
|
(Dollars in thousands)
|
|
2017
|
2016
|
||||
Uncertain tax positions, beginning of year
|
|
$
|
522
|
|
$
|
417
|
|
Gross increase based on tax positions related to current year
|
|
42
|
|
113
|
|
||
Gross increase for tax position taken during prior years
|
|
20
|
|
45
|
|
||
Gross decrease for tax positions taken during prior years
|
|
—
|
|
—
|
|
||
Gross decrease due to the statute of limitations
|
|
(34
|
)
|
(53
|
)
|
||
Uncertain tax positions, end of year
|
|
$
|
550
|
|
$
|
522
|
|
(Dollars in thousands, except per common share data)
|
2017
|
2016
|
2015
|
||||||
Distributed earnings allocated to common shareholders
|
$
|
15,159
|
|
$
|
11,532
|
|
$
|
10,426
|
|
Undistributed earnings allocated to common shareholders
|
23,115
|
|
19,483
|
|
404
|
|
|||
Net earnings allocated to common shareholders
|
$
|
38,274
|
|
$
|
31,015
|
|
$
|
10,830
|
|
|
|
|
|
||||||
Weighted-average common shares outstanding
|
18,050,189
|
|
18,013,693
|
|
17,555,140
|
|
|||
Effect of potentially dilutive common shares
|
158,495
|
|
141,770
|
|
132,655
|
|
|||
Total weighted-average diluted common shares outstanding
|
18,208,684
|
|
18,155,463
|
|
17,687,795
|
|
|||
|
|
|
|
||||||
Earnings per common share:
|
|
|
|
||||||
Basic
|
$
|
2.12
|
|
$
|
1.72
|
|
$
|
0.62
|
|
Diluted
|
$
|
2.10
|
|
$
|
1.71
|
|
$
|
0.61
|
|
|
|
|
|
||||||
Anti-dilutive common shares excluded from calculation:
|
|
|
|
||||||
Restricted shares, stock options and stock appreciation rights
|
453
|
|
20,769
|
|
46,109
|
|
(Dollars in thousands)
|
2017
|
2016
|
||||
Home equity lines of credit
|
$
|
83,949
|
|
$
|
85,024
|
|
Unadvanced construction loans
|
112,475
|
|
119,075
|
|
||
Other loan commitments
|
260,552
|
|
269,669
|
|
||
Loan commitments
|
456,976
|
|
473,768
|
|
||
Standby letters of credit
|
$
|
20,873
|
|
$
|
25,651
|
|
|
|
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
|
|
|
|
|
|
|||
Forfeited
|
|
—
|
|
|
—
|
|
|
|
|
|
|||
Outstanding at December 31
|
|
314
|
|
|
$
|
23.77
|
|
|
0.1 years
|
|
$
|
2.779
|
|
Exercisable at December 31
|
|
314
|
|
|
$
|
23.77
|
|
|
0.1 years
|
|
$
|
2.779
|
|
|
Time Vesting
|
|
Performance Vesting
|
||||||||
|
Number of Common Shares
|
Weighted-Average Grant Date Fair Value
|
|
Number of Common Shares
|
Weighted-Average Grant Date Fair Value
|
||||||
Outstanding at January 1
|
40,316
|
|
$
|
21.85
|
|
|
142,415
|
|
$
|
21.95
|
|
Awarded
|
7,550
|
|
31.36
|
|
|
61,457
|
|
32.42
|
|
||
Released
|
12,484
|
|
24.42
|
|
|
21,050
|
|
21.75
|
|
||
Forfeited
|
2,300
|
|
24.69
|
|
|
6,604
|
|
25.25
|
|
||
Outstanding at December 31
|
33,082
|
|
$
|
22.85
|
|
|
176,218
|
|
$
|
25.50
|
|
(Dollars in thousands)
|
2017
|
2016
|
2015
|
||||||
Total stock-based compensation
|
$
|
1,747
|
|
$
|
1,332
|
|
$
|
1,843
|
|
Recognized tax benefit
|
(367
|
)
|
(466
|
)
|
(645
|
)
|
|||
Net expense recognized
|
$
|
1,380
|
|
$
|
866
|
|
$
|
1,198
|
|
Condensed Balance Sheets
|
December 31,
|
|||||
(Dollars in thousands)
|
2017
|
2016
|
||||
Assets:
|
|
|
||||
Cash and due from other banks
|
$
|
50
|
|
$
|
50
|
|
Interest-bearing deposits in subsidiary bank
|
9,270
|
|
7,988
|
|
||
Due from subsidiary bank
|
9,486
|
|
3,255
|
|
||
Available-for-sale investment securities, at fair value (amortized cost of $615 at December 31, 2017 and $1,255 at December 31, 2016)
|
6,933
|
|
8,109
|
|
||
Investments in subsidiaries:
|
|
|
||||
Bank
|
431,482
|
|
395,468
|
|
||
Non-bank
|
1,812
|
|
28,730
|
|
||
Other assets
|
1,700
|
|
1,649
|
|
||
Total assets
|
$
|
460,733
|
|
$
|
445,249
|
|
Liabilities:
|
|
|
||||
Accrued expenses and other liabilities
|
$
|
1,471
|
|
$
|
2,589
|
|
Dividends payable
|
270
|
|
165
|
|
||
Mandatorily redeemable capital securities of subsidiary trust
|
400
|
|
7,234
|
|
||
Total liabilities
|
2,141
|
|
9,988
|
|
||
Total stockholders' equity
|
458,592
|
|
435,261
|
|
||
Total liabilities and stockholders' equity
|
$
|
460,733
|
|
$
|
445,249
|
|
Condensed Statements of Income
|
Year Ended December 31,
|
||||||||
(Dollars in thousands)
|
2017
|
2016
|
2015
|
||||||
Income:
|
|
|
|
||||||
Dividends from subsidiary bank
|
$
|
27,000
|
|
$
|
20,500
|
|
$
|
17,500
|
|
Dividends from non-bank subsidiary
|
20,000
|
|
1,250
|
|
2,000
|
|
|||
Net gain on securities transactions
|
2,602
|
|
—
|
|
—
|
|
|||
Interest and other income
|
237
|
|
209
|
|
206
|
|
|||
Total income
|
49,839
|
|
21,959
|
|
19,706
|
|
|||
Expenses:
|
|
|
|
||||||
Trust preferred securities expense
|
346
|
|
397
|
|
304
|
|
|||
Intercompany management fees
|
1,361
|
|
1,131
|
|
3,171
|
|
|||
Other expense
|
3,380
|
|
3,154
|
|
5,653
|
|
|||
Total expenses
|
5,087
|
|
4,682
|
|
9,128
|
|
|||
Income before federal income taxes and equity in (excess dividends from) undistributed earnings of subsidiaries
|
44,752
|
|
17,277
|
|
10,578
|
|
|||
Applicable income tax benefit
|
(1,309
|
)
|
(1,718
|
)
|
(3,139
|
)
|
|||
(Excess dividends from) equity in undistributed earnings of subsidiaries
|
(7,590
|
)
|
12,162
|
|
(2,776
|
)
|
|||
Net income
|
$
|
38,471
|
|
$
|
31,157
|
|
$
|
10,941
|
|
Statements of Cash Flows
|
Year Ended December 31,
|
||||||||
(Dollars in thousands)
|
2017
|
2016
|
2015
|
||||||
Operating activities
|
|
|
|
||||||
Net income
|
$
|
38,471
|
|
$
|
31,157
|
|
$
|
10,941
|
|
Adjustment to reconcile net income to cash provided by operations:
|
|
|
|
||||||
Depreciation, amortization and accretion, net
|
(6,525
|
)
|
190
|
|
165
|
|
|||
Excess dividends from (equity in) undistributed earnings of subsidiaries
|
7,590
|
|
(12,162
|
)
|
2,776
|
|
|||
Gain on investment securities
|
(2,602
|
)
|
—
|
|
—
|
|
|||
Other, net
|
2,810
|
|
355
|
|
(1,903
|
)
|
|||
Net cash provided by operating activities
|
39,744
|
|
19,540
|
|
11,979
|
|
|||
Investing activities
|
|
|
|
||||||
Net proceeds from sales and maturities of investment securities
|
2,359
|
|
—
|
|
—
|
|
|||
Investment in subsidiaries
|
(50,883
|
)
|
(22,769
|
)
|
(104,584
|
)
|
|||
Decrease (increase) in receivable from subsidiary
|
25,496
|
|
23,389
|
|
(2,860
|
)
|
|||
Business combinations, net of cash received
|
—
|
|
—
|
|
83,391
|
|
|||
Other, net
|
(229
|
)
|
—
|
|
—
|
|
|||
Net cash (used in) provided by investing activities
|
(23,257
|
)
|
620
|
|
(24,053
|
)
|
|||
Financing activities
|
|
|
|
|
|||||
Payments on long-term borrowings
|
—
|
|
—
|
|
(14,400
|
)
|
|||
Purchase of treasury stock
|
(508
|
)
|
(5,480
|
)
|
(741
|
)
|
|||
Proceeds from issuance of common stock
|
9
|
|
18
|
|
—
|
|
|||
Cash dividends paid
|
(14,706
|
)
|
(11,173
|
)
|
(10,065
|
)
|
|||
Excess tax benefit for share-based payments
|
—
|
|
26
|
|
51
|
|
|||
Net cash used in financing activities
|
(15,205
|
)
|
(16,609
|
)
|
(25,155
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
1,282
|
|
3,551
|
|
(37,229
|
)
|
|||
Cash and cash equivalents at the beginning of year
|
8,038
|
|
4,487
|
|
41,716
|
|
|||
Cash and cash equivalents at the end of year
|
$
|
9,320
|
|
$
|
8,038
|
|
$
|
4,487
|
|
Supplemental cash flow information:
|
|
|
|
|
|||||
Interest paid
|
$
|
364
|
|
$
|
433
|
|
$
|
594
|
|
|
|
2017
|
||||||||||||||
(Dollars in thousands, except per share data)
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
Total interest income
|
|
$
|
29,817
|
|
|
$
|
31,208
|
|
|
$
|
32,728
|
|
|
$
|
32,772
|
|
Total interest expense
|
|
2,872
|
|
|
3,118
|
|
|
3,508
|
|
|
3,650
|
|
||||
Net interest income
|
|
26,945
|
|
|
28,090
|
|
|
29,220
|
|
|
29,122
|
|
||||
Provision for loan losses
|
|
624
|
|
|
947
|
|
|
1,086
|
|
|
1,115
|
|
||||
Net (loss) gain on asset disposals and other transactions
|
|
(3
|
)
|
|
109
|
|
|
(25
|
)
|
|
(144
|
)
|
||||
Net gain on investment securities
|
|
340
|
|
|
18
|
|
|
1,861
|
|
|
764
|
|
||||
Other income
|
|
13,334
|
|
|
13,590
|
|
|
12,610
|
|
|
13,119
|
|
||||
Amortization of other intangible assets
|
|
863
|
|
|
871
|
|
|
869
|
|
|
913
|
|
||||
Acquisition-related expenses
|
|
—
|
|
|
—
|
|
|
—
|
|
|
341
|
|
||||
Total non-interest expense less amortization of other intangible assets and acquisition-related expenses
|
|
26,468
|
|
|
25,809
|
|
|
25,689
|
|
|
26,152
|
|
||||
Income tax expense
|
|
3,852
|
|
|
4,414
|
|
|
5,127
|
|
|
5,339
|
|
||||
Net income
|
|
$
|
8,809
|
|
|
$
|
9,766
|
|
|
$
|
10,895
|
|
|
$
|
9,001
|
|
Earnings per common share - Basic
|
|
$
|
0.49
|
|
|
$
|
0.54
|
|
|
$
|
0.60
|
|
|
$
|
0.50
|
|
Earnings per common share - Diluted
|
|
$
|
0.48
|
|
|
$
|
0.53
|
|
|
$
|
0.60
|
|
|
$
|
0.49
|
|
Weighted-average common shares outstanding - Basic
|
|
18,029,991
|
|
|
18,044,574
|
|
|
18,056,202
|
|
|
18,069,467
|
|
||||
Weighted-average common shares outstanding - Diluted
|
|
18,192,957
|
|
|
18,203,752
|
|
|
18,213,533
|
|
|
18,240,092
|
|
|
|
2016
|
||||||||||||||
(Dollars in thousands, except per share data)
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
Total interest income
|
|
$
|
28,443
|
|
|
$
|
28,921
|
|
|
$
|
28,730
|
|
|
$
|
29,350
|
|
Total interest expense
|
|
2,676
|
|
|
2,613
|
|
|
2,607
|
|
|
2,683
|
|
||||
Net interest income
|
|
25,767
|
|
|
26,308
|
|
|
26,123
|
|
|
26,667
|
|
||||
Provision for loan losses
|
|
955
|
|
|
727
|
|
|
1,146
|
|
|
711
|
|
||||
Net loss on asset disposals and other transactions
|
|
(31
|
)
|
|
(769
|
)
|
|
(224
|
)
|
|
(109
|
)
|
||||
Net gain (loss) on investment securities
|
|
96
|
|
|
767
|
|
|
(1
|
)
|
|
68
|
|
||||
Other income
|
|
13,054
|
|
|
12,367
|
|
|
13,538
|
|
|
12,111
|
|
||||
Amortization of other intangible assets
|
|
1,008
|
|
|
1,007
|
|
|
1,008
|
|
|
1,007
|
|
||||
System conversion expenses
|
|
—
|
|
|
90
|
|
|
423
|
|
|
746
|
|
||||
Total non-interest expense less amortization of other intangible and system conversion expenses
|
|
25,274
|
|
|
25,408
|
|
|
25,411
|
|
|
25,529
|
|
||||
Income tax expense
|
|
3,654
|
|
|
3,479
|
|
|
3,656
|
|
|
3,336
|
|
||||
Net income
|
|
$
|
7,995
|
|
|
$
|
7,962
|
|
|
$
|
7,792
|
|
|
$
|
7,408
|
|
Earnings per common share - Basic
|
|
$
|
0.44
|
|
|
$
|
0.44
|
|
|
$
|
0.43
|
|
|
$
|
0.41
|
|
Earnings per common share - Diluted
|
|
$
|
0.44
|
|
|
$
|
0.44
|
|
|
$
|
0.43
|
|
|
$
|
0.41
|
|
Weighted-average common shares outstanding - Basic
|
|
18,071,746
|
|
|
17,980,797
|
|
|
17,993,443
|
|
|
18,009,056
|
|
||||
Weighted-average common shares outstanding - Diluted
|
|
18,194,990
|
|
|
18,113,812
|
|
|
18,110,710
|
|
|
18,172,030
|
|
(A)
|
the date and nature of any amendment to a provision of Peoples' Code of Ethics that
|
(i)
|
applies to the principal executive officer, principal financial officer, principal accounting officer or controller of Peoples, or persons performing similar functions,
|
(ii)
|
relates to any element of the code of ethics definition set forth in Item 406(b) of SEC Regulation S‑K, and
|
(iii)
|
is not a technical, administrative or other non-substantive amendment; and
|
(B)
|
a description (including the nature of the waiver, the name of the person to whom the waiver was granted and the date of the waiver) of any waiver, including an implicit waiver, from a provision of the Code of Ethics granted to the principal executive officer, principal financial officer, principal accounting officer or controller of Peoples, or persons performing similar functions, that relates to one or more of the elements of the code of ethics definition set forth in Item 406(b) of SEC Regulation S-K.
|
(i)
|
the Peoples Bancorp Inc. Second Amended and Restated 2006 Equity Plan (the “2006 Plan”);
|
(ii)
|
the Peoples Bancorp Inc. Third Amended and Restated Deferred Compensation Plan for Directors of Peoples Bancorp Inc. and Subsidiaries (the “Directors' Deferred Compensation Plan”); and
|
(iii)
|
the Peoples Bancorp Inc. Employee Stock Purchase Plan (the "ESPP").
|
(1)
|
Includes an aggregate of 14,637 common shares issuable upon exercise of options and stock appreciation rights granted under the 2006 Plan and 276,842 restricted common shares subject to time-based or performance-based vesting restrictions granted under the 2006 Plan, and 34,047 common shares allocated to participants' bookkeeping accounts under the Deferred Directors' Compensation Plan.
|
(2)
|
Represents weighted-average exercise price of outstanding options and stock appreciation rights granted under the 2006 Plan. The weighted-average exercise price does not take into account the common shares allocated to participants' time-based or performance-based restricted common share awards granted under the 2006 Plan or bookkeeping accounts under the Directors' Deferred Compensation Plan.
|
(3)
|
Includes 174,608 common shares remaining available for future grants under the 2006 Plan at
December 31, 2017
, as well as 256,602 common shares remaining available for issuance and delivery under the ESPP. No amount is included for potential future allocations to participants' bookkeeping accounts under the Directors' Deferred Compensation Plan since the terms of the Directors' Deferred Compensation Plan do not provide for a specified limit on the number of common shares which may be allocated to participants' bookkeeping accounts.
|
(a)(1)
|
Financial Statements:
|
|
Page
|
Report of Management's Assessment of Internal Control Over Financial Reporting
|
73
|
Report of Independent Registered Public Accounting Firm (Ernst & Young LLP) on Effectiveness of Internal Control Over Financial Reporting
|
74
|
Report of Independent Registered Public Accounting Firm (Ernst & Young LLP) on Consolidated Financial Statements
|
75
|
Consolidated Balance Sheets as of December 31, 2017 and 2016
|
76
|
Consolidated Statements of Income for each of the fiscal years in the three-year period ended December 31, 2017
|
77
|
Consolidated Statements of Comprehensive Income for each of the fiscal years in the three-year period ended December 31, 2017
|
78
|
Consolidated Statements of Stockholders’ Equity for each of the fiscal years in the three-year period ended December 31, 2017
|
79
|
Consolidated Statements of Cash Flows for each of the fiscal years in the three-year period ended December 31, 2017
|
81
|
Notes to the Consolidated Financial Statements
|
82
|
Peoples Bancorp Inc. (Parent Company Only Financial Information is included in Note 18 of the Notes to the Consolidated Financial Statements)
|
128
|
(a)(2)
|
Financial Statement Schedules
|
(a)(3)
|
Exhibits
|
Exhibit
Number
|
|
Description
|
|
Exhibit Location
|
|
|
|
|
|
|
Agreement and Plan of Merger, dated as of January 21, 2014, between Peoples Bancorp Inc. and Midwest Bancshares, Inc.
+
|
|
Included as Annex A to the proxy statement/prospectus which forms a part of the Registration Statement of Peoples Bancorp Inc. on Form S-4 (Registration No. 333-194626)
|
|
|
|
|
|
|
|
Agreement and Plan of Merger, dated as of April 4, 2014, between Peoples Bancorp Inc. and Ohio Heritage Bancorp, Inc.
+
|
|
Included as Annex A to the proxy statement/prospectus which forms a part of the Registration Statement of Peoples Bancorp Inc. on Form S-4 (Registration No. 333-196872)
|
|
|
|
|
|
|
|
Agreement and Plan of Merger, dated as of April 21, 2014, as amended effective as of July 25, 2014, among Peoples Bancorp Inc., Peoples Bank, National Association and North Akron Savings Bank
+
|
|
Included as Annex A to the proxy statement/prospectus which forms a part of the Registration Statement of Peoples Bancorp Inc. on Form S-4 (Registration No. 333-197736)
|
|
|
|
|
|
|
|
Agreement and Plan of Merger, dated as of August 4, 2014, as amended, between Peoples Bancorp Inc. and NB&T Financial Group, Inc.
+
|
|
Included as Annex A to the proxy statement/prospectus which forms a part of the Registration Statement of Peoples Bancorp Inc. on Form S-4 (Registration No. 333-199152)
|
|
|
|
|
|
|
|
Agreement and Plan of Merger, dated as of October 23, 2017, between Peoples Bancorp Inc. and ASB Financial Corp.
+
|
|
Included as Annex A to the proxy statement/prospectus which forms a part of the Registration Statement of Peoples Bancorp Inc. on Form S-4 (Registration No. 333-222054)
|
|
|
|
|
|
|
3.1(a)
|
|
Amended Articles of Incorporation of Peoples Bancorp Inc. (as filed with the Ohio Secretary of State on May 3, 1993)
|
|
Incorporated herein by reference to Exhibit 3(a) to the Registration Statement of Peoples Bancorp Inc. on Form 8-B filed on July 20, 1993 (File No. 0-16772)
|
|
|
|
|
|
|
Certificate of Amendment to the Amended Articles of Incorporation of Peoples Bancorp Inc. (as filed with the Ohio Secretary of State on April 22, 1994)
|
|
Incorporated herein by reference to Exhibit 3.1(b) to the Quarterly Report on Form 10-Q of Peoples Bancorp Inc. for the quarterly period ended September 30, 2017 (File No. 0-16772) ("Peoples September 30, 2017 Form 10-Q")
|
|
|
|
|
|
|
|
Certificate of Amendment to the Amended Articles of Incorporation of Peoples Bancorp Inc. (as filed with the Ohio Secretary of State on April 9, 1996)
|
|
Incorporated herein by reference to Exhibit 3.1(c) to Peoples’ September 30, 2017 Form 10-Q
|
|
|
|
|
|
|
|
Certificate of Amendment to the Amended Articles of Incorporation of Peoples Bancorp Inc. (as filed with the Ohio Secretary of State on April 23, 2003)
|
|
Incorporated herein by reference to Exhibit 3(a) to the Quarterly Report on Form 10-Q of Peoples Bancorp Inc. for the quarterly period ended March 31, 2003 (File No. 0-16772) (“Peoples’ March 31, 2003 Form 10-Q”)
|
|
|
|
|
|
|
|
Certificate of Amendment by Shareholders to the Amended Articles of Incorporation of Peoples Bancorp Inc. (as filed with the Ohio Secretary of State on January 22, 2009)
|
|
Incorporated herein by reference to Exhibit 3.1 to the Current Report of Peoples Bancorp Inc. on Form 8-K dated and filed on January 23, 2009 (File No. 0-16772)
|
|
|
|
|
|
|
+
Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of SEC Regulation S-K. A copy of any omitted schedules or exhibits will be furnished supplementally to the SEC upon request.
|
||||
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
Exhibit Location
|
|
|
|
|
|
|
Certificate of Amendment by Directors to Articles filed with the Secretary of State of the State of Ohio on January 28, 2009, evidencing adoption of amendments by the Board of Directors of Peoples Bancorp Inc. to Article FOURTH of Amended Articles of Incorporation to establish express terms of Fixed Rate Cumulative Perpetual Preferred Shares, Series A, each without par value, of Peoples Bancorp Inc.
|
|
Incorporated herein by reference to Exhibit 3.1 to the Current Report of Peoples Bancorp Inc. on Form 8-K dated and filed on February 2, 2009 (File No. 0-16772)
|
|
|
Amended Articles of Incorporation of Peoples Bancorp Inc. [This document represents the Amended Articles of Incorporation of Peoples Bancorp Inc. in compiled form incorporating all amendments. The compiled document has not been filed with the Ohio Secretary of State.]
|
|
Incorporated herein by reference to Exhibit 3.1(g) to the Annual Report of Peoples Bancorp Inc. on Form 10-K for the fiscal year ended December 31, 2008 (File No. 0-16772) (“Peoples’ 2008 Form 10-K”)
|
|
|
|
|
|
|
3.2(a)
|
|
Code of Regulations of Peoples Bancorp Inc.
|
|
Incorporated herein by reference to Exhibit 3(b) to the Registration Statement of Peoples Bancorp Inc. on Form 8-B filed July 20, 1993 (File No. 0-16772)
|
|
|
|
|
|
|
Certified Resolutions Regarding Adoption of Amendments to Sections 1.03, 1.04, 1.05, 1.06, 1.08, 1.10, 2.03(C), 2.07, 2.08, 2.10 and 6.02 of the Code of Regulations of Peoples Bancorp Inc. by shareholders on April 10, 2003
|
|
Incorporated herein by reference to Exhibit 3(c) to Peoples’ March 31, 2003 Form 10-Q
|
|
|
|
|
|
|
|
Certificate regarding adoption of amendments to Sections 3.01, 3.03, 3.04, 3.05, 3.06, 3.07, 3.08 and 3.11 of the Code of Regulations of Peoples Bancorp Inc. by shareholders on April 8, 2004
|
|
Incorporated herein by reference to Exhibit 3(a) to the Quarterly Report of Peoples Bancorp Inc. on Form 10-Q for the quarterly period ended March 31, 2004 (File No. 0-16772)
|
|
|
|
|
|
|
|
Certificate regarding adoption of amendments to Sections 2.06, 2.07, 3.01 and 3.04 of Peoples Bancorp Inc.’s Code of Regulations by the shareholders on April 13, 2006
|
|
Incorporated herein by reference to Exhibit 3.1 to the Current Report of Peoples Bancorp Inc. on Form 8-K dated and filed on April 14, 2006 (File No. 0-16772)
|
|
|
|
|
|
|
|
Certificate regarding adoption of an amendment to Section 2.01 of Peoples Bancorp Inc.'s Code of Regulations by the shareholders on April 22, 2010
|
|
Incorporated herein by reference to Exhibit 3.2(e) to the Quarterly Report of Peoples Bancorp Inc. on Form 10-Q/A (Amendment No. 1) for the quarterly period ended June 30, 2010 (File No. 0-16772) ("Peoples' June 30, 2010 Form 10-Q/A")
|
|
|
|
|
|
|
|
Code of Regulations of Peoples Bancorp Inc. [This document represents the Code of Regulations of Peoples Bancorp Inc. in compiled form incorporating all amendments.]
|
|
Incorporated herein by reference to Exhibit 3.2(f) to Peoples' June 30, 2010 Form 10-Q/A
|
|
|
|
|
|
|
|
Agreement to furnish instruments and agreements defining rights of holders of long-term debt
|
|
Filed herewith
|
|
|
|
|
|
|
|
Indenture, dated as of June 25, 2007, between NB&T Financial Group, Inc., as issuer, and Wilmington Trust Company, as trustee, relating to Fixed/Floating Rate Junior Subordinated Debt Securities due 2037
|
|
Incorporated herein by reference to Exhibit 4.1(a) to the Quarterly Report of Peoples Bancorp Inc. on Form 10-Q for the quarterly period ended June 30, 2015 (File No. 0-16772) ("Peoples' June 30, 2015 Form 10-Q")
|
|
|
|
|
|
|
|
First Supplemental Indenture, dated June 5, 2015, and made to be effective as of 6:00 p.m., Eastern Standard Time, on March 6, 2015, between Wilmington Trust Company, as trustee, and Peoples Bancorp Inc., as successor to NB&T Financial Group, Inc.
|
|
Incorporated herein by reference to Exhibit 4.1(b) to Peoples' June 30, 2015 Form 10-Q
|
|
|
|
|
|
|
|
Amended and Restated Declaration of Trust of NB&T Statutory Trust III, dated and effective as of June 25, 2007 NOTE: Pursuant to the First Supplemental Indenture, dated June 5, 2015, and made to be effective as of 6:00 p.m., Eastern Standard Time, on March 6, 2015, between Wilmington Trust Company, as trustee, and Peoples Bancorp Inc., Peoples Bancorp Inc. succeeded to and was substituted for NB&T Financial Group, Inc. as "Sponsor"
|
|
Incorporated herein by reference to Exhibit 4.2(a) to Peoples' June 30, 2015 Form 10-Q
|
|
|
|
|
|
|
(b)
|
Exhibits
|
(c)
|
Financial Statement Schedules
|
|
|
|
|
PEOPLES BANCORP INC.
|
|
|
|
|
|
Date:
|
February 27, 2018
|
|
By: /s/
|
CHARLES W. SULERZYSKI
|
|
|
|
|
Charles W. Sulerzyski
|
|
|
|
|
President and Chief Executive Officer
|
Signatures
|
|
Title
|
|
Date
|
|
|
|
|
|
|
|
/s/ CHARLES W. SULERZYSKI
|
|
President, Chief Executive Officer and Director
|
|
2/27/2018
|
|
Charles W. Sulerzyski
|
|
|
|
|
|
|
|
|
|
|
|
/s/ JOHN C. ROGERS
|
|
Executive Vice President, Chief Financial Officer
|
|
2/27/2018
|
|
John C. Rogers
|
|
and Treasurer (Principal Financial and Accounting Officer)
|
|
|
|
|
|
|
|
|
|
/s/ TARA M. ABRAHAM*
|
|
Director
|
|
2/27/2018
|
|
Tara M. Abraham
|
|
|
|
|
|
|
|
|
|
|
|
/s/ S. CRAIG BEAM*
|
|
Director
|
|
2/27/2018
|
|
S. Craig Beam
|
|
|
|
|
|
|
|
|
|
|
|
/s/ GEORGE W. BROUGHTON*
|
|
Director
|
|
2/27/2018
|
|
George W. Broughton
|
|
|
|
|
|
|
|
|
|
|
|
/s/ DAVID F. DIERKER*
|
|
Director
|
|
2/27/2018
|
|
David F. Dierker
|
|
|
|
|
|
|
|
|
|
|
|
/s/ JAMES S. HUGGINS*
|
|
Director
|
|
2/27/2018
|
|
James S. Huggins
|
|
|
|
|
|
|
|
|
|
|
|
/s/ BROOKE W. JAMES*
|
|
Director
|
|
2/27/2018
|
|
Brooke W. James
|
|
|
|
|
|
|
|
|
|
|
|
/s/ DAVID L. MEAD*
|
|
Chairman of the Board and Director
|
|
2/27/2018
|
|
David L. Mead
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/s/ SUSAN D. RECTOR*
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Director
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2/27/2018
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Susan D. Rector
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/s/ TERRY T. SWEET*
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Director
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2/27/2018
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Terry T. Sweet
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*
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The above-named directors of the Registrant sign this Annual Report on Form 10-K by Charles W. Sulerzyski, their attorney-in-fact, pursuant to Powers of Attorney signed by the above-named directors, which Powers of Attorney are filed with this Annual Report on Form 10-K in Exhibit 24, in the capacities indicated and on the 25th day of January, 2018.
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By:
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/s/ CHARLES W. SULERZYSKI
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Charles W. Sulerzyski
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President and Chief Executive Officer
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Attorney-in-Fact
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Name
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Position/Title
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Base Salary
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||
Charles W. Sulerzyski
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President and Chief Executive Officer
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$
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565,000
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John C. Rogers
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Executive Vice President, Chief Financial Officer and Treasurer
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315,000
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Doug Wyatt
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Executive Vice President, Chief Commercial Banking Officer
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260,000
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Carol A. Schneeberger
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Executive Vice President, Chief Administrative Officer
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260,000
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Robyn A. Stevens
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Executive Vice President, Chief Credit Officer
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230,000
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Subsidiaries of Peoples Bancorp Inc.
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The following are the only subsidiaries of Peoples Bancorp Inc.:
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Name of Subsidiary
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Jurisdiction of
Incorporation or Organization
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Peoples Bank
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Ohio
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Peoples Insurance Agency, LLC (also does business as “Peoples Insurance”)
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Ohio
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Peoples Tax Credit Equity, LLC
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Ohio
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Peoples Investment Company
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Ohio
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NB&T Statutory Trust III
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Delaware
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1)
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Registration Statements (Form S-8, No. 33-1803, Form S-8, No. 333-108383, and Form S-8, No. 333-189744) related to the Peoples Bancorp Inc. Retirement Savings Plan,
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2)
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Registration Statement (Form S-8, No. 33-67878) related to the Amended and Restated 1993 Stock Option Plan of Peoples Bancorp Inc.,
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3)
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Registration Statement (Form S-8, No. 33-59569) related to the Peoples Bancorp Inc. 1995 Stock Option Plan,
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4)
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Registration Statements (Form S-8, No. 333-43629 and Form S-8, No. 333-179897) related to the Peoples Bancorp Inc. Third Amended and Restated Deferred Compensation Plan for Directors of Peoples Bancorp Inc. and Subsidiaries as amended (formerly known as the Peoples Bancorp Inc. Second Amended and Restated Deferred Compensation Plan for Directors of Peoples Bancorp Inc. and Subsidiaries and the Peoples Bancorp Inc. Deferred Compensation Plan for Directors of Peoples Bancorp Inc. and Subsidiaries),
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5)
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Registration Statement (Form S-8, No. 333-62935) related to the Peoples Bancorp Inc. 1998 Stock Option Plan,
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6)
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Registration Statement (Form S-8, No. 333-86246) related to the Peoples Bancorp Inc. 2002 Stock Option Plan,
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7)
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Registration Statements (Form S-8, No. 333-136383 and Form S-8, No. 333-188149) related to the Peoples Bancorp Inc. Second Amended and Restated 2006 Equity Plan (formerly known as the Peoples Bancorp Inc. Amended and Restated 2006 Equity Plan and the Peoples Bancorp Inc. 2006 Equity Plan),
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8)
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Registration Statement (Form S-8, No. 333-195986) related to the Peoples Bancorp Inc. Employee Stock Purchase Plan,
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9)
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Registration Statement (Form S-3, No. 33-54003) related to the Peoples Bancorp Inc. Dividend Reinvestment Plan,
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10)
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Registration Statement (Form S-3/A, No. 33-54003) pertaining to Post-Effective Amendments No. 1, 2, and 3 to Form S-3 related to the Peoples Bancorp Inc. Dividend Reinvestment and Stock Purchase Plan,
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11)
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Registration Statement (Form S-3, No. 333-211637) related to Peoples Bancorp Inc. Dividend Reinvestment and Stock Purchase Plan,
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12)
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Registration Statement (Form S-3, No. 333-206322) related to Peoples Bancorp Inc.’s shelf registration of common shares, preferred shares, depositary shares, debt securities, warrants and units,
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13)
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Registration Statement (Form S-4, No. 333-194626), related to common shares to be issued as contemplated by the Agreement and Plan of Merger, dated as of January 21, 2014, between Peoples Bancorp Inc. and Midwest Bancshares, Inc.,
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14)
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Registration Statement (Form S-4, No. 333-196872), related to common shares to be issued as contemplated by the Agreement and Plan of Merger, dated as of April 4, 2014, between Peoples Bancorp Inc. and Ohio Heritage Bancorp, Inc.,
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15)
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Registration Statement (Form S-4, No. 333-197736), related to common shares to be issued as contemplated by the Agreement and Plan of Merger, dated as of April 21, 2014, as amended, among Peoples Bancorp Inc., Peoples Bank, National Association and North Akron Savings Bank, and
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16)
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Registration Statement (Form S-4, No. 333-199152), related to common shares to be issued as contemplated by the Agreement and Plan of Merger, dated as of August 4, 2014, as amended, between Peoples Bancorp Inc. and NB&T Financial Group, Inc.
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17)
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Registration Statement (Form S-4, No. 333-222054), related to common shares to be issued as contemplated by the Agreement and Plan of Merger, dated as of October 23, 2017, as amended, between Peoples Bancorp Inc. and ASB Financial Group, Inc.
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/s/ Ernst & Young LLP
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/s/
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TARA M. ABRAHAM
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[Signature]
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Tara M. Abraham
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[Printed Name]
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/s/
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S. CRAIG BEAM
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[Signature]
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S. Craig Beam
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[Printed Name]
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/s/
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GEORGE W. BROUGHTON
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[Signature]
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George W. Broughton
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[Printed Name]
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/s/
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DAVID F. DIERKER
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[Signature]
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David F. Dierker
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[Printed Name]
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/s/
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JAMES S. HUGGINS
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[Signature]
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James S. Huggins
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[Printed Name]
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/s/
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BROOKE W. JAMES
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[Signature]
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Brooke W. James
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[Printed Name]
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/s/
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DAVID L. MEAD
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[Signature]
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David L. Mead
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[Printed Name]
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/s/
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SUSAN D. RECTOR
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[Signature]
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Susan D. Rector
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[Printed Name]
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/s/
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TERRY T. SWEET
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[Signature]
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Terry T. Sweet
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[Printed Name]
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1.
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I have reviewed this Annual Report on Form 10-K for the fiscal year ended
December 31, 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;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a.
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
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
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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
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5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
|
|
|
|
Date:
|
February 27, 2018
|
|
By:/s/
|
CHARLES W. SULERZYSKI
|
|
|
|
|
Charles W. Sulerzyski
|
|
|
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this Annual Report on Form 10-K for the fiscal year ended
December 31, 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:
|
February 27, 2018
|
|
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:
|
February 27, 2018
|
|
By:/s/
|
CHARLES W. SULERZYSKI
|
|
|
|
|
Charles W. Sulerzyski
|
|
|
|
|
President and Chief Executive Officer
|
|
|
|
|
|
Date:
|
February 27, 2018
|
|
By:/s/
|
JOHN C. ROGERS
|
|
|
|
|
John C. Rogers
|
|
|
|
|
Executive Vice President,
|
|
|
|
|
Chief Financial Officer and Treasurer
|