x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Large accelerated
filer
o
|
Accelerated filer
x
|
Non-accelerated filer
o
|
Smaller reporting company
o
|
|
Emerging growth company
o
|
◦
|
various demand deposit accounts, savings accounts, money market accounts and certificates of deposit;
|
◦
|
commercial loans, residential real estate loans, home equity lines of credit, consumer loans and Overdraft Privilege;
|
◦
|
debit and automated teller machine ("ATM") cards;
|
◦
|
credit cards for individuals and businesses;
|
◦
|
merchant credit card transaction processing services;
|
◦
|
corporate and personal trust services;
|
◦
|
safe deposit rental facilities;
|
◦
|
money orders and cashier's checks;
|
◦
|
a full range of life, health, and property and casualty insurance products;
|
◦
|
third-party insurance administration services;
|
◦
|
brokerage services; and
|
◦
|
custom-tailored fiduciary, employee benefit plan and asset management and administration services.
|
•
|
limit the extent to which a bank or its subsidiaries may engage in "covered transactions" with any one affiliate;
|
•
|
limit the extent to which a bank or its subsidiaries may engage in "covered transactions" with all affiliates; and
|
•
|
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.
|
•
|
prohibit incentive-based compensation arrangements that are "excessive" or "could lead to material financial loss;"
|
•
|
require incentive-based compensation that is consistent with a balance of risk and reward, effective management and control of risk, and effective governance; and
|
•
|
require board oversight, recordkeeping and disclosure to the appropriate regulatory agency.
|
•
|
Changes in economic and political conditions could adversely affect Peoples’ earnings and capital through declines in deposits, quality of investment securities, loan demand, the ability of its customers to repay loans and the value of the collateral securing its loans.
|
•
|
Changes in interest rates may adversely affect Peoples' profitability.
|
•
|
A transition away from London Interbank Offered Rate ("LIBOR") as a reference rate for financial contracts could negatively impact Peoples' income and expenses, and the value of various financial contracts.
|
•
|
Adverse changes in the financial markets may adversely impact Peoples' results of operations.
|
•
|
Changes in market rates and economic conditions could cause the interest rate swaps Peoples Bank has entered into to become ineffective.
|
•
|
The value of Peoples’ goodwill and other intangible assets may decline in the future.
|
•
|
Peoples is exposed to operational risk.
|
•
|
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.
|
•
|
Peoples, inclusive of Peoples Bank, operates in a highly regulated industry, and the laws and regulations that govern Peoples’ operations, corporate governance, executive compensation and financial accounting, or reporting, including changes in them, or failure to comply with them, may adversely affect Peoples.
|
•
|
Noncompliance with the Bank Secrecy Act and other anti-money laundering statutes and regulations could cause Peoples a material financial loss.
|
•
|
Peoples is at risk of increased losses from fraud.
|
•
|
Peoples' business could be adversely affected through third parties who perform significant operational services on behalf of Peoples.
|
•
|
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.
|
•
|
Peoples' exposure to credit risk could adversely affect Peoples' earnings and financial condition.
|
•
|
Peoples' allowance for loan losses may be insufficient to absorb the probable, incurred losses in its loan portfolio.
|
•
|
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.
|
•
|
The financial services industry is very competitive.
|
•
|
Peoples may not be able to attract and retain skilled people.
|
•
|
Peoples' ability to pay dividends is limited, and Peoples may not be in the position to pay dividends in the future.
|
•
|
Anti-takeover provisions may delay or prevent an acquisition or change in control by a third party.
|
•
|
Climate change, severe weather, natural disasters, acts of war or terrorism and other external events could significantly impact Peoples' business.
|
•
|
Peoples depends upon the accuracy and completeness of information about customers and counterparties.
|
•
|
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.
|
•
|
Peoples and its subsidiaries are subject to examinations and challenges by tax authorities.
|
•
|
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.
|
•
|
Defaults by larger financial institutions could adversely affect Peoples' business, earnings and financial condition.
|
•
|
Legislative or regulatory changes or actions, or significant litigation, could adversely impact Peoples or the businesses in which it is engaged.
|
•
|
Changes in accounting standards, policies, estimates or procedures may impact Peoples' reported financial condition or results of operations.
|
•
|
Changes in tax laws could adversely affect Peoples' performance, including the Tax Cuts and Jobs Act, and uncertainty or speculation pending the enactment of such changes.
|
•
|
Increases in FDIC insurance premiums may have a material adverse effect on Peoples' earnings.
|
•
|
Completion of the merger contemplated by the agreement with First Prestonsburg is subject to many conditions, and if these conditions are not satisfied or waived, the merger between Peoples and First Prestonsburg will not be completed.
|
•
|
Peoples could experience difficulties in managing its growth and effectively integrating the operations of First Prestonsburg and First Commonwealth.
|
•
|
The integration of Peoples Bank and First Commonwealth will present significant challenges that may result in the combined business not operating as effectively as expected or in the failure to achieve some or all of the anticipated benefits of the transaction.
|
•
|
Unanticipated costs relating to the merger of First Prestonsburg into Peoples could reduce Peoples’ future earnings per share.
|
•
|
Estimates as to the future value of the combined company after the merger of First Prestonsburg into Peoples are inherently uncertain.
|
•
|
Peoples' ability to complete acquisitions and integrate completed acquisitions could have an adverse effect on Peoples' business, earnings and financial condition.
|
Location
|
Address
|
Lease Expiration Date
|
|
|
|
New Martinsville Walmart Office
|
1142 S Bridge Street New Martinsville, West Virginia
|
March 2019 (a)
|
Akron Business Office
|
348 South Main Street Suite 200 Akron, Ohio
|
June 2019 (a)
|
Charleston Office
|
135-161 Summers Street Suite 300 Charleston, West Virginia
|
June 2019 (b)
|
Vienna Walmart Office
|
701 Grand Central Avenue Vienna, West Virginia
|
June 2019 (a)
|
South Parkersburg Walmart Office
|
2900 Pike Street Parkersburg, West Virginia
|
January 2020 (a)
|
Sardinia Office
|
7110 Bachman Road Sardinia, Ohio
|
February 2020 (c)
|
Lancaster Fair Avenue Office
|
2211 West Fair Avenue
Lancaster, Ohio |
March 2020 (d)
|
|
High
Sales
|
Low
Sales
|
Dividends
Declared
|
||||||
2018
|
|
|
|
||||||
Fourth Quarter
|
$
|
35.74
|
|
$
|
28.35
|
|
$
|
0.30
|
|
Third Quarter
|
39.55
|
|
34.75
|
|
0.28
|
|
|||
Second Quarter
|
39.58
|
|
34.29
|
|
0.28
|
|
|||
First Quarter
|
36.99
|
|
32.71
|
|
0.26
|
|
|||
2017
|
|
|
|
||||||
Fourth Quarter
|
$
|
34.62
|
|
$
|
30.84
|
|
$
|
0.22
|
|
Third Quarter
|
34.60
|
|
29.55
|
|
0.22
|
|
|||
Second Quarter
|
35.43
|
|
29.71
|
|
0.20
|
|
|||
First Quarter
|
33.56
|
|
29.81
|
|
0.20
|
|
(1)
|
On November 3, 2015, Peoples announced that on that same date, Peoples' Board of Directors authorized a share repurchase program authorizing Peoples to purchase up to $20 million of its outstanding common shares. No common shares were purchased under this share repurchase program during the three months ended December 31, 2018. Additional information regarding the share repurchase program can be found in Note 10 Stockholders' Equity of the Notes to the Consolidated Financial Statements found immediately following "ITEM 9B OTHER INFORMATION" of this Form 10-K.
|
(2)
|
Information includes 780 common shares and 360 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.
|
(3)
|
Includes 1,274 common shares withheld during December to pay income tax or other tax liabilities associated with vested restricted common shares.
|
|
|
At December 31,
|
|||||||||||||||||
|
|
2013
|
2014
|
2015
|
2016
|
2017
|
2018
|
||||||||||||
Peoples Bancorp Inc.
|
|
$
|
100.00
|
|
$
|
118.09
|
|
$
|
88.17
|
|
$
|
156.26
|
|
$
|
161.12
|
|
$
|
153.48
|
|
Russell 2000 Index
|
|
$
|
100.00
|
|
$
|
104.90
|
|
$
|
100.27
|
|
$
|
121.61
|
|
$
|
139.45
|
|
$
|
124.15
|
|
Russell 2000 Financial Services Index
|
|
$
|
100.00
|
|
$
|
108.86
|
|
$
|
109.51
|
|
$
|
143.52
|
|
$
|
151.77
|
|
$
|
135.27
|
|
|
|
At December 31,
|
|||||||||||||||||
|
|
2013
|
2014
|
2015
|
2016
|
2017
|
2018
|
||||||||||||
Peoples Bancorp Inc.
|
|
$
|
100.00
|
|
$
|
118.09
|
|
$
|
88.17
|
|
$
|
156.26
|
|
$
|
161.12
|
|
$
|
153.48
|
|
NASDAQ Stocks (U.S. Companies)
|
|
$
|
100.00
|
|
$
|
114.83
|
|
$
|
122.99
|
|
$
|
134.00
|
|
$
|
173.96
|
|
$
|
169.11
|
|
NASDAQ Bank Stocks
|
|
$
|
100.00
|
|
$
|
104.92
|
|
$
|
114.19
|
|
$
|
157.49
|
|
$
|
166.10
|
|
$
|
139.38
|
|
|
At or For the Year Ended December 31,
|
||||||||||||||
|
2018
|
2017
|
2016
|
2015
|
2014
|
||||||||||
Operating Data (a)
|
|
|
|
|
|
||||||||||
Total interest income
|
$
|
151,264
|
|
$
|
126,525
|
|
$
|
115,444
|
|
$
|
108,333
|
|
$
|
80,200
|
|
Total interest expense
|
21,652
|
|
13,148
|
|
10,579
|
|
10,721
|
|
10,694
|
|
|||||
Net interest income
|
129,612
|
|
113,377
|
|
104,865
|
|
97,612
|
|
69,506
|
|
|||||
Provision for loan losses
|
5,448
|
|
3,772
|
|
3,539
|
|
14,097
|
|
339
|
|
|||||
Net (loss) gain on investment securities
|
(146
|
)
|
2,983
|
|
930
|
|
729
|
|
398
|
|
|||||
Net loss on asset disposals and other transactions
|
(334
|
)
|
(63
|
)
|
(1,133
|
)
|
(1,788
|
)
|
(431
|
)
|
|||||
Total non-interest income excluding net gains and losses
|
57,234
|
|
52,653
|
|
51,070
|
|
47,441
|
|
40,053
|
|
|||||
Total non-interest expense
|
125,977
|
|
107,975
|
|
106,911
|
|
115,081
|
|
83,875
|
|
|||||
Net income
|
$
|
46,255
|
|
$
|
38,471
|
|
$
|
31,157
|
|
$
|
10,941
|
|
$
|
16,684
|
|
Balance Sheet Data (a)
|
|
|
|
|
|
||||||||||
Total investment securities
|
$
|
871,837
|
|
$
|
874,486
|
|
$
|
859,455
|
|
$
|
868,830
|
|
$
|
713,659
|
|
Loans, net of deferred fees and costs ("total loans")
|
2,728,778
|
|
2,357,137
|
|
2,224,936
|
|
2,072,440
|
|
1,620,898
|
|
|||||
Allowance for loan losses
|
20,195
|
|
18,793
|
|
18,429
|
|
16,779
|
|
17,881
|
|
|||||
Goodwill and other intangible assets
|
162,085
|
|
144,576
|
|
146,018
|
|
149,617
|
|
109,158
|
|
|||||
Total assets
|
3,991,454
|
|
3,581,686
|
|
3,432,348
|
|
3,258,970
|
|
2,567,769
|
|
|||||
Non-interest-bearing deposits
|
607,877
|
|
556,010
|
|
734,421
|
|
717,939
|
|
493,162
|
|
|||||
Other interest-bearing deposits
|
2,083,734
|
|
2,014,702
|
|
1,759,605
|
|
1,784,148
|
|
1,400,221
|
|
|||||
Brokered certificates of deposits
|
263,854
|
|
159,618
|
|
38,832
|
|
47,635
|
|
53,904
|
|
|||||
Short-term borrowings
|
356,198
|
|
209,491
|
|
305,607
|
|
160,386
|
|
88,277
|
|
|||||
Junior subordinated debentures held by subsidiary trust
|
7,283
|
|
7,107
|
|
6,924
|
|
6,736
|
|
—
|
|
|||||
Other long-term borrowings
|
102,361
|
|
136,912
|
|
138,231
|
|
106,934
|
|
179,083
|
|
|||||
Total stockholders' equity
|
520,140
|
|
458,592
|
|
435,261
|
|
419,789
|
|
340,118
|
|
|||||
Tangible assets (b)
|
3,829,369
|
|
3,437,110
|
|
3,286,330
|
|
3,109,353
|
|
2,458,611
|
|
|||||
Tangible equity (b)
|
$
|
358,055
|
|
$
|
314,016
|
|
$
|
289,243
|
|
$
|
270,172
|
|
$
|
230,960
|
|
Per Common Share Data (a)
|
|
|
|
|
|
||||||||||
Earnings per common share – basic
|
$
|
2.42
|
|
$
|
2.12
|
|
$
|
1.72
|
|
$
|
0.62
|
|
$
|
1.36
|
|
Earnings per common share – diluted
|
2.41
|
|
2.10
|
|
1.71
|
|
0.61
|
|
1.35
|
|
|||||
Cash dividends declared per common share
|
1.12
|
|
0.84
|
|
0.64
|
|
0.60
|
|
0.60
|
|
|||||
Book value per common share (c)
|
26.59
|
|
25.08
|
|
23.92
|
|
22.81
|
|
22.92
|
|
|||||
Tangible book value per common share (b)(c)
|
$
|
18.30
|
|
$
|
17.17
|
|
$
|
15.89
|
|
$
|
14.68
|
|
$
|
15.57
|
|
Weighted-average number of common shares outstanding – basic
|
18,991,768
|
|
18,050,189
|
|
18,013,693
|
|
17,555,140
|
|
12,183,352
|
|
|||||
Weighted-average number of common shares outstanding – diluted
|
19,122,260
|
|
18,208,684
|
|
18,155,463
|
|
17,687,795
|
|
12,306,224
|
|
|||||
Common shares outstanding at end of period
|
19,565,029
|
|
18,287,449
|
|
18,200,067
|
|
18,404,864
|
|
14,836,727
|
|
|||||
Closing stock price at end of period
|
$
|
30.10
|
|
$
|
32.62
|
|
$
|
32.46
|
|
$
|
18.84
|
|
$
|
25.93
|
|
|
At or For the Year Ended December 31,
|
||||||||||||||
|
2018
|
2017
|
2016
|
2015
|
2014
|
||||||||||
Significant Ratios (a)
|
|
|
|
|
|
||||||||||
Return on average stockholders' equity
|
9.48
|
%
|
8.54
|
%
|
7.20
|
%
|
2.69
|
%
|
6.16
|
%
|
|||||
Return on average tangible equity (d)
|
14.81
|
|
13.33
|
|
11.86
|
|
5.16
|
|
9.63
|
|
|||||
Return on average assets
|
1.19
|
|
1.10
|
|
0.94
|
|
0.35
|
|
0.74
|
|
|||||
Return on average assets adjusted for non-core items (e)
|
1.32
|
|
1.08
|
|
0.97
|
|
0.62
|
|
0.93
|
|
|||||
Average stockholders' equity to average assets
|
12.61
|
|
12.83
|
|
13.03
|
|
13.09
|
|
12.08
|
|
|||||
Average total loans to average deposits
|
89.37
|
|
86.10
|
|
83.22
|
|
80.08
|
|
79.58
|
|
|||||
Net interest margin
|
3.71
|
|
3.62
|
|
3.54
|
|
3.53
|
|
3.45
|
|
|||||
Efficiency ratio (f)
|
65.33
|
|
62.20
|
|
65.13
|
|
75.50
|
|
75.37
|
|
|||||
Efficiency ratio adjusted for non-core items (g)
|
61.32
|
|
61.85
|
|
64.30
|
|
67.49
|
|
69.55
|
|
|||||
Pre-provision net revenue to total average assets (h)
|
1.57
|
|
1.65
|
|
1.48
|
|
0.96
|
|
1.10
|
|
|||||
Dividend payout ratio
|
46.65
|
|
39.86
|
|
37.40
|
|
96.35
|
|
43.10
|
|
|||||
Total investment securities as percentage of total assets (c)
|
21.84
|
%
|
24.42
|
%
|
25.04
|
%
|
26.67
|
%
|
27.80
|
%
|
|||||
Asset Quality Ratios (a)
|
|
|
|
|
|
||||||||||
Nonperforming loans as a percent of total loans (c)(i)
|
0.71
|
%
|
0.73
|
%
|
1.13
|
%
|
0.94
|
%
|
0.69
|
%
|
|||||
Nonperforming assets as a percent of total assets (c)(i)
|
0.49
|
|
0.49
|
|
0.75
|
|
0.62
|
|
0.47
|
|
|||||
Nonperforming assets as a percent of total loans and other real estate owned ("OREO") (c)(i)
|
0.71
|
|
0.74
|
|
1.16
|
|
0.98
|
|
0.75
|
|
|||||
Criticized loans as a percent of total loans (c)(j)
|
4.18
|
|
3.84
|
|
4.46
|
|
5.89
|
|
4.60
|
|
|||||
Classified loans as a percent of total loans (c)(k)
|
1.61
|
|
1.97
|
|
2.59
|
|
2.91
|
|
2.76
|
|
|||||
Allowance for loan losses as a percent of total loans (c)
|
0.74
|
|
0.80
|
|
0.83
|
|
0.81
|
|
1.10
|
|
|||||
Allowance for loan losses as a percent of nonperforming loans (c)(i)
|
104.35
|
|
108.52
|
|
73.43
|
|
86.05
|
|
159.58
|
|
|||||
Provision for loan losses as a percent of average total loans
|
0.21
|
|
0.16
|
|
0.17
|
|
0.72
|
|
0.02
|
|
|||||
Net charge-offs (recoveries) as a percent of average total loans (l)
|
0.15
|
%
|
0.15
|
%
|
0.09
|
%
|
0.78
|
%
|
(0.03
|
)%
|
|||||
Capital Information (a)(c)
|
|
|
|
|
|
||||||||||
Common equity tier 1 capital ratio (m)
|
13.61
|
%
|
13.26
|
%
|
12.91
|
%
|
13.36
|
%
|
N/A
|
||||||
Tier 1 risk-based capital ratio
|
13.87
|
|
13.55
|
|
13.21
|
|
13.67
|
|
14.32
|
|
|||||
Total risk-based capital ratio (tier 1 and tier 2)
|
14.60
|
|
14.43
|
|
14.11
|
|
14.54
|
|
15.48
|
|
|||||
Leverage ratio
|
9.99
|
%
|
9.75
|
%
|
9.66
|
%
|
9.52
|
%
|
9.92
|
%
|
|||||
Common equity tier 1 capital
|
$
|
378,855
|
|
$
|
327,172
|
|
$
|
306,506
|
|
$
|
288,416
|
|
N/A
|
||
Tier 1 capital
|
386,138
|
|
334,279
|
|
313,430
|
|
295,151
|
|
241,707
|
|
|||||
Total capital (tier 1 and tier 2)
|
406,333
|
|
355,977
|
|
334,957
|
|
313,974
|
|
261,371
|
|
|||||
Total risk-weighted assets
|
$
|
2,782,995
|
|
$
|
2,466,620
|
|
$
|
2,373,359
|
|
$
|
2,158,713
|
|
$
|
1,687,968
|
|
Total stockholders' equity to total assets
|
13.03
|
%
|
12.80
|
%
|
12.68
|
%
|
12.88
|
%
|
13.25
|
%
|
|||||
Tangible equity to tangible assets (b)
|
9.35
|
%
|
9.14
|
%
|
8.80
|
%
|
8.69
|
%
|
9.39
|
%
|
(a)
|
Reflects the impact of the acquisition of Midwest Bancshares, Inc. ("Midwest") beginning May 30, 2014, Ohio Heritage Bancorp, Inc. ("Ohio Heritage") beginning August 22, 2014, North Akron Savings Bank ("North Akron") beginning October 24, 2014, NB&T beginning March 6, 2015 and ASB beginning April 13, 2018.
|
(b)
|
These amounts represent non-US GAAP financial measures since they exclude 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)
|
Return on average tangible equity represents a non-US GAAP financial measures since it excludes the after-tax impact of amortization of other intangible assets from earnings and it excludes the balance sheet impact of goodwill and other intangible assets acquired through acquisitions on total stockholders’ equity. 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 "Return on Average Tangible Equity."
|
(e)
|
Return on average assets adjusted for non-core items
represents a non-US GAAP financial measures since it excludes the release of the deferred tax asset valuation allowance, the impact of the Tax Cuts and Jobs Act on the remeasurement of deferred tax assets and deferred tax liabilities, and the after-tax
impact of all gains and/or losses, core banking system conversion revenue and expenses, acquisition-related expenses, pension settlement charges, and other non-recurring expenses in earnings.
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 "Return on Average Assets Adjusted for Non-Core Items."
|
(f)
|
The efficiency ratio is defined as total non-interest expense (less amortization of other intangible assets) as a percentage of fully tax-equivalent net interest income plus total non-interest income (excluding all gains and losses). This amount represents a non-US 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."
|
(g)
|
The efficiency ratio adjusted for non-core items is defined as core non-interest expense (less amortization of other intangible assets) as a percentage of fully tax-equivalent net interest income plus core non-interest income excluding all gains and losses. This amounts represents a non-US GAAP financial measure since it excludes the impact of all gains and/or losses, core banking system conversion revenue and expenses, acquisition-related expenses, pension settlement charges, and other non-recurring expenses 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."
|
(h)
|
Pre-provision net revenue is defined as net interest income plus total non-interest income (excluding all gains and losses) minus total non-interest expense. This ratio represents a non-US GAAP financial measure since it excludes the provision for loan losses and all gains and/or losses included in earnings. This measure is a key metric used by federal bank regulatory agencies in their evaluation of capital adequacy for financial institutions.
Additional information regarding the calculation of this ratio can be found in "ITEM 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS" of this Form 10-K under the caption "Pre-Provision Net Revenue."
|
(i)
|
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.
|
(j)
|
Includes loans categorized as special mention, substandard and doubtful.
|
(k)
|
Includes loans categorized as substandard and doubtful.
|
(l)
|
Net charge-offs 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%.
|
(m)
|
Peoples' capital conservation buffer was
6.60%
at
December 31, 2018
, 6.43% 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 the acquisition of ASB and the expansion of consumer lending activity;
|
(2)
|
Peoples' ability to integrate future acquisitions, including the pending merger with First Prestonsburg, may be unsuccessful, or may be more difficult, time-consuming or costly than expected, and expected cost savings, synergies and other financial benefits may not be realized or take longer than anticipated;
|
(3)
|
Peoples' ability to obtain regulatory approvals of the proposed merger of Peoples with First Prestonsburg on the proposed terms and schedule, 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 U.S. government and the Federal Reserve Board, which may adversely impact interest rates, interest margins, loan demand and interest rate sensitivity;
|
(6)
|
uncertainty regarding the nature, timing, cost, 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 FDIC, the Federal Reserve Board and the CFPB, which may subject Peoples, its subsidiaries, or one or more acquired companies to a variety of new and more stringent legal and regulatory requirements which adversely affect their respective businesses, including in particular the rules and regulations promulgated and to be promulgated under the Dodd-Frank Act, and the Basel III regulatory capital reform;
|
(7)
|
the effects of easing restrictions on participants in the financial services industry;
|
(8)
|
local, regional, national and international economic conditions (including the impact of tariffs, a U.S. withdrawal from or significant renegotiation of trade agreements, trade wars and other changes in trade regulations) 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;
|
(9)
|
the existence or exacerbation of general geopolitical instability and uncertainty;
|
(10)
|
changes in policy and other regulatory and legal developments, including the Tax Cuts and Jobs Act, and uncertainty or speculation pending the enactment of such changes;
|
(11)
|
Peoples may issue equity securities in connection with future acquisitions, including the pending merger with First Prestonsburg if consummated, which could cause ownership and economic dilution to Peoples' current shareholders;
|
(12)
|
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;
|
(13)
|
adverse changes in the economic conditions and/or activities, including, but not limited to, potential or imposed tariffs, continued economic uncertainty in the U.S., the European Union (including the 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;
|
(14)
|
slowing or reversal of the current U.S. economic expansion;
|
(15)
|
deterioration in the credit quality of Peoples' loan portfolio, which may adversely impact the provision for loan losses;
|
(16)
|
changes in accounting standards, policies, estimates or procedures, which may adversely affect Peoples' reported financial condition or results of operations;
|
(17)
|
Peoples' assumptions and estimates used in applying critical accounting policies, which may prove unreliable, inaccurate or not predictive of actual results;
|
(18)
|
the discontinuation of LIBOR and other reference rates may result in increased expenses and litigation, and adversely impact the effectiveness of hedging strategies;
|
(19)
|
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;
|
(20)
|
Peoples' ability to receive dividends from its subsidiaries;
|
(21)
|
Peoples' ability to maintain required capital levels and adequate sources of funding and liquidity;
|
(22)
|
the impact of minimum capital thresholds established as a part of the implementation of Basel III;
|
(23)
|
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;
|
(24)
|
the costs and effects of new federal and state laws, and other regulatory and legal developments, including the outcome of potential regulatory or other governmental inquiries and legal proceedings and results of regulatory examinations;
|
(25)
|
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, which may prove inadequate, and could adversely affect customer confidence in Peoples and/or result in Peoples incurring a financial loss;
|
(26)
|
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;
|
(27)
|
Peoples' ability to anticipate and respond to technological changes which can impact Peoples' ability to respond to customer needs and meet competitive demands;
|
(28)
|
operational issues stemming from and/or capital spending necessitated by the potential need to adapt to industry changes in information technology systems on which Peoples and its subsidiaries are highly dependent;
|
(29)
|
changes in consumer spending, borrowing and saving habits, whether due to tax reform legislation, changes in business and economic conditions, legislative or regulatory initiatives, or other factors, which may be different than anticipated;
|
(30)
|
the adequacy of Peoples' risk management program in the event of changes in market, economic, operational, asset/liability repricing, liquidity, credit and interest rate risks associated with Peoples' business;
|
(31)
|
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;
|
(32)
|
significant changes in the tax laws, which may adversely affect the fair values of deferred tax assets and liabilities, and obligations of states and political subdivisions held in Peoples' investment securities portfolio;
|
(33)
|
Peoples' continued ability to grow deposits; and
|
(34)
|
other risk factors relating to the banking industry or Peoples as detailed from time to time in Peoples' reports filed with the SEC, including those risk factors included in the disclosures under the heading "ITEM 1A. RISK FACTORS" of this Form 10-K.
|
◦
|
On October 29, 2018, Peoples entered into a merger agreement with First Prestonsburg, which calls for First Prestonsburg to merge into Peoples. First Prestonsburg is the parent company of First Commonwealth, which operates nine full-service branches located in eastern Kentucky. Following the merger of First Prestonsburg into Peoples, First Commonwealth will merge into Peoples Bank. This transaction is expected to close during the second quarter of 2019, subject to the satisfaction of customary closing conditions. Refer to Note 19 Acquisitions of the Notes to the Consolidated Financial Statements for additional information.
|
◦
|
At the close of business on April 13, 2018, Peoples closed the acquisition of ASB. ASB merged into Peoples, and ASB's wholly-owned subsidiary, American Savings Bank, fsb, which operated seven full-service bank branches and two loan production offices in southern Ohio and eastern Kentucky, merged into Peoples Bank. Under the terms of the merger agreement, Peoples paid total consideration of $41.5 million. The acquisition added $239.2 million of
|
◦
|
Multiple items impacted Peoples' income tax expense during 2018 and 2017, primarily as a result of the Tax Cuts and Jobs Act, which lowered the statutory federal corporate income tax rate to 21% as of January 1, 2018, from a previous rate of 35%.
|
▪
|
Beginning on January 1, 2018, Peoples began recognizing income tax expense at the 21% statutory federal corporate income tax rate, which resulted in lower income tax expense for 2018, compared to the 35% statutory federal corporate income tax rate for 2017.
|
▪
|
During the fourth quarter of 2018, Peoples finalized the remeasurement of its net deferred tax assets and liabilities at the new statutory federal corporate income tax rate of 21%, which resulted in a reduction to income tax expense of $0.7 million in 2018. The final adjustment was mainly due to Peoples' contribution of $3.2 million to Peoples' defined benefit pension plan during 2018.
|
▪
|
During 2018, Peoples released a valuation allowance which reduced income tax expense by $0.8 million. The valuation allowance was related to a historical tax credit that Peoples had invested in during 2015. Peoples sold $6.7 million of equity investment securities in the second quarter of 2018, which resulted in a capital gain for tax purposes. This capital gain was large enough to offset an anticipated future capital loss, which is expected to be recognized due to the structure of the historical tax credit investment, resulting in the release of the valuation allowance.
|
▪
|
During the fourth quarter of 2017, as a result of its initial remeasurement at the new statutory federal corporate income tax rate, Peoples' wrote down its net deferred tax assets by $0.9 million.
|
◦
|
During 2018, Peoples incurred $7.5 million of acquisition-related costs, which included $203,000 of losses recorded in net loss on asset disposals and other transactions, and $7.3 million in total non-interest expense. The acquisition-related costs incurred in 2018 were primarily related to fees associated with early termination of contracts, severance costs and write-offs associated with assets acquired. During 2017, Peoples incurred $341,000 in acquisition-related costs, which was all recorded in total non-interest expense. The acquisition costs in 2017 and 2018 were primarily related to the ASB acquisition.
|
◦
|
During 2018, Peoples incurred $267,000 in pension settlement costs due to the aggregate amount of lump-sum distributions to participants in Peoples' defined benefit pension plan exceeding the threshold for recognizing such charges during the period. Settlement costs of $242,000 were recognized during 2017.
|
◦
|
On July 31, 2018, Peoples entered into $50.0 million of interest rate swaps, which will mature between 2021 and 2028, with interest rates ranging from 2.92% to 3.00%. Additionally, the three interest rate swaps acquired with the ASB acquisition matured in July of 2018. On January 27, 2017, Peoples entered into $20.0 million of forward starting interest rate swaps, which became effective in January and April of 2018 and mature between 2025 and 2027, with interest rates ranging from 2.47% to 2.53%. During 2016, Peoples entered into five forward starting interest rate swaps, with a $40 million notional value, to obtain short-term borrowings at fixed rates, with interest rates ranging from 1.49% to 1.83%, which became effective in 2018 and mature between 2022 and 2026. These swaps locked in funding rates for $40.0 million, in notional value, in FHLB advances that matured in 2018, which had interest rates ranging from 3.57% to 3.92%. For additional information regarding Peoples' interest rate swaps, refer to Note 14 Derivative Financial Instruments of the Notes to the Consolidated Financial Statements.
|
◦
|
During 2018, Peoples provided notification that it will be closing two full-service bank branches located in West Virginia, which are currently leased. The lease terms for these locations expire in 2019 and will not be renewed. Additionally, Peoples closed one insurance office located in Ohio when the lease for the location expired at the end of January 2019. 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.
|
◦
|
On January 1, 2018, Peoples adopted ASU 2016-01, resulting in the reclassification of $7.8 million of equity investment securities from available-for-sale investment securities to other investment securities and the reclassification of $5.0 million in net unrealized gains on equity investment securities from accumulated other comprehensive loss to retained earnings. ASU 2016-01 also requires changes in the fair value of the equity investment securities to be recorded in non-interest income instead of other comprehensive income, which resulted in $207,000 of gains recorded in other non-interest income during 2018. During 2017, Peoples reduced its position in certain equity investment securities. This action was taken as a result of the high appreciation in the market value of
|
◦
|
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, of which $10.0 million matured during 2018. Peoples borrowed no additional long-term FHLB non-amortizing advances during 2018.
|
◦
|
On October 2, 2017, Peoples Insurance acquired a property and casualty focused independent insurance agency with annual net revenue of $0.8 million located in the Cleveland, Ohio area 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.
|
◦
|
On January 31, 2017, Peoples Insurance acquired a third-party insurance administration company located in Piketon, Ohio for total cash consideration of $0.5 million, and recorded $0.5 million of customer relationship intangibles.
|
◦
|
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 negative impact to pre-tax income of $1.3 million, or $0.05 in earnings per diluted share, for the full year of 2016, which included lost revenue and additional total non-interest expenses. 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.
|
◦
|
The Federal Reserve Board began tightening monetary policy in December 2015 by raising the benchmark Federal Funds Target Rate. Since then, the rate has increased several times from a range of 0.25% to 0.50% to its current range of 2.25% to 2.50%. The recent pace of rate increases is expected to be slower in 2019, with perhaps no increases in 2019. The Federal Reserve Board began reducing the size of its $4.5 trillion balance sheet in the fourth quarter of 2017. However, in February 2019, they indicated that they could pause the unwinding of the balance sheet. If they continue to reduce the size of the balance sheet, it could result in higher interest rates. Peoples is closely monitoring interest rates, both foreign and domestic; and potential impacts of changes in interest rates to Peoples' operations. These rate increases drove higher loan and investment security yields as well as increases in deposit and wholesale funding costs.
|
(Dollars in thousands)
|
2018
|
2017
|
2016
|
||||||
Net interest income
|
$
|
129,612
|
|
$
|
113,377
|
|
$
|
104,865
|
|
Taxable equivalent adjustments
|
881
|
|
1,912
|
|
2,027
|
|
|||
Fully tax-equivalent net interest income
|
$
|
130,493
|
|
$
|
115,289
|
|
$
|
106,892
|
|
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||||||||
(
Dollars in thousands)
|
Average Balance
|
Income/ Expense
|
Yield/Cost
|
|
Average Balance
|
Income/ Expense
|
Yield/Cost
|
|
Average Balance
|
Income/ Expense
|
Yield/Cost
|
|||||||||||||||
Short-term investments
|
$
|
19,462
|
|
$
|
402
|
|
2.07
|
%
|
|
$
|
12,616
|
|
$
|
144
|
|
1.14
|
%
|
|
$
|
9,667
|
|
$
|
50
|
|
0.52
|
%
|
Investment Securities (a)(b):
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Taxable (c)
|
784,108
|
|
23,283
|
|
2.97
|
%
|
|
768,336
|
|
20,598
|
|
2.68
|
%
|
|
753,213
|
|
18,606
|
|
2.47
|
%
|
||||||
Nontaxable
|
94,023
|
|
3,123
|
|
3.32
|
%
|
|
107,604
|
|
4,497
|
|
4.18
|
%
|
|
112,808
|
|
4,810
|
|
4.26
|
%
|
||||||
Total investment securities
|
878,131
|
|
26,406
|
|
3.01
|
%
|
|
875,940
|
|
25,095
|
|
2.86
|
%
|
|
866,021
|
|
23,416
|
|
2.70
|
%
|
||||||
Loans (b)(d):
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Commercial real estate, construction
|
122,007
|
|
5,970
|
|
4.83
|
%
|
|
110,124
|
|
4,800
|
|
4.30
|
%
|
|
88,559
|
|
3,455
|
|
3.84
|
%
|
||||||
Commercial real estate, other
|
819,606
|
|
41,102
|
|
4.95
|
%
|
|
743,517
|
|
35,240
|
|
4.67
|
%
|
|
721,535
|
|
33,651
|
|
4.59
|
%
|
||||||
Commercial and industrial
|
517,026
|
|
26,042
|
|
4.97
|
%
|
|
439,178
|
|
19,944
|
|
4.48
|
%
|
|
376,881
|
|
15,769
|
|
4.12
|
%
|
||||||
Residential real estate (e)
|
577,858
|
|
25,965
|
|
4.49
|
%
|
|
514,024
|
|
22,256
|
|
4.33
|
%
|
|
557,537
|
|
24,279
|
|
4.35
|
%
|
||||||
Home equity lines of credit
|
127,852
|
|
6,712
|
|
5.25
|
%
|
|
110,910
|
|
4,965
|
|
4.48
|
%
|
|
109,164
|
|
4,853
|
|
4.45
|
%
|
||||||
Consumer, indirect
|
373,450
|
|
14,627
|
|
3.92
|
%
|
|
306,338
|
|
10,975
|
|
3.58
|
%
|
|
207,095
|
|
7,432
|
|
3.59
|
%
|
||||||
Consumer, direct
|
73,171
|
|
4,919
|
|
6.72
|
%
|
|
69,889
|
|
5,018
|
|
7.18
|
%
|
|
72,404
|
|
4,566
|
|
6.29
|
%
|
||||||
Total loans
|
2,610,970
|
|
125,337
|
|
4.75
|
%
|
|
2,293,980
|
|
103,198
|
|
4.50
|
%
|
|
2,133,175
|
|
94,005
|
|
4.41
|
%
|
||||||
Less: Allowance for loan losses
|
(19,359
|
)
|
|
|
|
(18,713
|
)
|
|
|
|
(17,564
|
)
|
|
|
||||||||||||
Net loans
|
2,591,611
|
|
125,337
|
|
4.80
|
%
|
|
2,275,267
|
|
103,198
|
|
4.50
|
%
|
|
2,115,611
|
|
94,005
|
|
4.40
|
%
|
||||||
Total earning assets
|
3,489,204
|
|
152,145
|
|
4.33
|
%
|
|
3,163,823
|
|
128,437
|
|
4.03
|
%
|
|
2,991,299
|
|
117,471
|
|
3.90
|
%
|
||||||
Intangible assets
|
158,115
|
|
|
|
|
144,696
|
|
|
|
|
147,981
|
|
|
|
||||||||||||
Other assets
|
224,513
|
|
|
|
|
201,755
|
|
|
|
|
181,167
|
|
|
|
||||||||||||
Total assets
|
$
|
3,871,832
|
|
|
|
|
$
|
3,510,274
|
|
|
|
|
$
|
3,320,447
|
|
|
|
|||||||||
Deposits:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Savings accounts
|
$
|
468,624
|
|
$
|
303
|
|
0.06
|
%
|
|
$
|
442,684
|
|
$
|
249
|
|
0.06
|
%
|
|
$
|
434,140
|
|
$
|
231
|
|
0.05
|
%
|
Government deposit accounts
|
306,356
|
|
1,521
|
|
0.50
|
%
|
|
294,053
|
|
704
|
|
0.24
|
%
|
|
296,590
|
|
570
|
|
0.19
|
%
|
||||||
Interest-bearing demand accounts
|
564,345
|
|
750
|
|
0.13
|
%
|
|
367,699
|
|
543
|
|
0.15
|
%
|
|
260,788
|
|
217
|
|
0.08
|
%
|
||||||
Money market accounts
|
386,607
|
|
1,359
|
|
0.35
|
%
|
|
389,885
|
|
877
|
|
0.22
|
%
|
|
401,693
|
|
702
|
|
0.17
|
%
|
||||||
Retail certificates of deposit
|
383,929
|
|
4,842
|
|
1.26
|
%
|
|
358,307
|
|
2,997
|
|
0.84
|
%
|
|
406,298
|
|
3,181
|
|
0.78
|
%
|
||||||
Brokered deposits
|
220,109
|
|
4,930
|
|
2.24
|
%
|
|
98,793
|
|
1,784
|
|
1.81
|
%
|
|
41,613
|
|
1,041
|
|
2.50
|
%
|
||||||
Total interest-bearing deposits
|
2,329,970
|
|
13,705
|
|
0.59
|
%
|
|
1,951,421
|
|
7,154
|
|
0.37
|
%
|
|
1,841,122
|
|
5,942
|
|
0.32
|
%
|
||||||
Borrowed Funds:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Short-term FHLB advances
|
219,897
|
|
4,494
|
|
2.04
|
%
|
|
100,205
|
|
1,160
|
|
1.16
|
%
|
|
86,260
|
|
384
|
|
0.45
|
%
|
||||||
Repurchase agreements and other
|
79,149
|
|
744
|
|
0.94
|
%
|
|
82,042
|
|
374
|
|
0.46
|
%
|
|
72,909
|
|
124
|
|
0.17
|
%
|
||||||
Total short-term borrowings
|
299,046
|
|
5,238
|
|
1.75
|
%
|
|
182,247
|
|
1,534
|
|
0.84
|
%
|
|
159,169
|
|
508
|
|
0.32
|
%
|
||||||
Long-term FHLB advances
|
109,944
|
|
2,192
|
|
1.99
|
%
|
|
136,799
|
|
2,794
|
|
2.04
|
%
|
|
84,605
|
|
2,238
|
|
2.65
|
%
|
||||||
Wholesale repurchase agreements
|
—
|
|
—
|
|
—
|
%
|
|
33,315
|
|
1,225
|
|
3.68
|
%
|
|
40,000
|
|
1,475
|
|
3.69
|
%
|
||||||
Other borrowings
|
7,338
|
|
517
|
|
7.05
|
%
|
|
6,977
|
|
441
|
|
6.34
|
%
|
|
6,781
|
|
416
|
|
6.13
|
%
|
||||||
Total long-term borrowings
|
117,282
|
|
2,709
|
|
2.31
|
%
|
|
177,091
|
|
4,460
|
|
2.52
|
%
|
|
131,386
|
|
4,129
|
|
3.14
|
%
|
||||||
Total borrowed funds
|
416,328
|
|
7,947
|
|
1.90
|
%
|
|
359,338
|
|
5,994
|
|
1.67
|
%
|
|
290,555
|
|
4,637
|
|
1.60
|
%
|
||||||
Total interest-bearing liabilities
|
2,746,298
|
|
21,652
|
|
0.79
|
%
|
|
2,310,759
|
|
13,148
|
|
0.57
|
%
|
|
2,131,677
|
|
10,579
|
|
0.50
|
%
|
||||||
Non-interest-bearing deposits
|
591,592
|
|
|
|
|
713,027
|
|
|
|
|
722,291
|
|
|
|
||||||||||||
Other liabilities
|
45,803
|
|
|
|
|
|
36,109
|
|
|
|
|
|
33,813
|
|
|
|
|
|||||||||
Total liabilities
|
3,383,693
|
|
|
|
|
3,059,895
|
|
|
|
|
2,887,781
|
|
|
|
||||||||||||
Total stockholders’ equity
|
488,139
|
|
|
|
|
|
450,379
|
|
|
|
|
|
432,666
|
|
|
|
|
|||||||||
Total liabilities and stockholders’ equity
|
$
|
3,871,832
|
|
|
|
|
|
$
|
3,510,274
|
|
|
|
|
|
$
|
3,320,447
|
|
|
|
|
||||||
Interest rate spread (b)
|
|
$
|
130,493
|
|
3.54
|
%
|
|
|
$
|
115,289
|
|
3.46
|
%
|
|
|
$
|
106,892
|
|
3.40
|
%
|
||||||
Net interest margin (b)
|
3.71
|
%
|
|
|
|
3.62
|
%
|
|
|
|
3.54
|
%
|
(a)
|
Average balances are based on carrying value.
|
(b)
|
Interest income and yields are presented on a fully tax-equivalent basis using a 21% statutory federal corporate income tax rate for 2018 and a 35% statutory federal corporate income tax rate for 2017 and 2016.
|
(c)
|
Interest income and yield presented for 2018 and 2017 includes $0.9 million and $0.8 million, respectively, of proceeds on an investment security for which an other-than-temporary-impairment had been recorded in previous years.
|
(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 2017 to 2018
|
|
Changes from 2016 to 2017
|
||||||||||||||||
Increase (decrease) in:
|
Rate
|
Volume
|
Total
(a)
|
|
Rate
|
Volume
|
Total
(a)
|
||||||||||||
INTEREST INCOME:
|
|
|
|
|
|
|
|
||||||||||||
Short-term investments
|
$
|
155
|
|
$
|
103
|
|
$
|
258
|
|
|
$
|
75
|
|
$
|
19
|
|
$
|
94
|
|
Investment Securities (b):
|
|
|
|
|
|
|
|
||||||||||||
Taxable
|
2,254
|
|
431
|
|
2,685
|
|
|
1,612
|
|
380
|
|
1,992
|
|
||||||
Nontaxable
|
(851
|
)
|
(523
|
)
|
(1,374
|
)
|
|
(94
|
)
|
(219
|
)
|
(313
|
)
|
||||||
Total investment income
|
1,403
|
|
(92
|
)
|
1,311
|
|
|
1,518
|
|
161
|
|
1,679
|
|
||||||
Loans (b)
:
|
|
|
|
|
|
|
|
||||||||||||
Commercial real estate, construction
|
622
|
|
548
|
|
1,170
|
|
|
445
|
|
900
|
|
1,345
|
|
||||||
Commercial real estate, other
|
2,122
|
|
3,740
|
|
5,862
|
|
|
611
|
|
978
|
|
1,589
|
|
||||||
Commercial and industrial
|
2,324
|
|
3,774
|
|
6,098
|
|
|
1,454
|
|
2,721
|
|
4,175
|
|
||||||
Residential real estate
|
865
|
|
2,844
|
|
3,709
|
|
|
(138
|
)
|
(1,885
|
)
|
(2,023
|
)
|
||||||
Home equity lines of credit
|
928
|
|
819
|
|
1,747
|
|
|
34
|
|
78
|
|
112
|
|
||||||
Consumer, indirect
|
1,090
|
|
2,562
|
|
3,652
|
|
|
(147
|
)
|
3,559
|
|
3,412
|
|
||||||
Consumer, direct
|
(329
|
)
|
230
|
|
(99
|
)
|
|
740
|
|
(157
|
)
|
583
|
|
||||||
Total loan income
|
7,622
|
|
14,517
|
|
22,139
|
|
|
2,999
|
|
6,194
|
|
9,193
|
|
||||||
Total interest income
|
9,180
|
|
14,528
|
|
23,708
|
|
|
4,592
|
|
6,374
|
|
10,966
|
|
||||||
INTEREST EXPENSE:
|
|
|
|
|
|
|
|
||||||||||||
Deposits:
|
|
|
|
|
|
|
|
||||||||||||
Savings accounts
|
38
|
|
16
|
|
54
|
|
|
13
|
|
5
|
|
18
|
|
||||||
Government deposit accounts
|
787
|
|
30
|
|
817
|
|
|
139
|
|
(5
|
)
|
134
|
|
||||||
Interest-bearing demand accounts
|
(59
|
)
|
266
|
|
207
|
|
|
214
|
|
112
|
|
326
|
|
||||||
Money market accounts
|
489
|
|
(7
|
)
|
482
|
|
|
197
|
|
(22
|
)
|
175
|
|
||||||
Retail certificates of deposit
|
1,618
|
|
227
|
|
1,845
|
|
|
208
|
|
(392
|
)
|
(184
|
)
|
||||||
Brokered certificates of deposit
|
515
|
|
2,631
|
|
3,146
|
|
|
(357
|
)
|
1,100
|
|
743
|
|
||||||
Total deposit cost
|
3,388
|
|
3,163
|
|
6,551
|
|
|
414
|
|
798
|
|
1,212
|
|
||||||
Borrowed funds:
|
|
|
|
|
|
|
|
||||||||||||
Short-term borrowings
|
469
|
|
3,235
|
|
3,704
|
|
|
343
|
|
683
|
|
1,026
|
|
||||||
Long-term borrowings
|
(628
|
)
|
(1,123
|
)
|
(1,751
|
)
|
|
(586
|
)
|
917
|
|
331
|
|
||||||
Total borrowed funds cost
|
(159
|
)
|
2,112
|
|
1,953
|
|
|
(243
|
)
|
1,600
|
|
1,357
|
|
||||||
Total interest expense
|
3,229
|
|
5,275
|
|
8,504
|
|
|
171
|
|
2,398
|
|
2,569
|
|
||||||
Net interest income
|
$
|
5,951
|
|
$
|
9,253
|
|
$
|
15,204
|
|
|
$
|
4,421
|
|
$
|
3,976
|
|
$
|
8,397
|
|
(a)
|
The change in interest due to both rate and volume has been allocated to rate and volume changes in proportion to the relationship of the dollar amounts of the changes in each.
|
(b)
|
Interest income and yields are presented on a fully tax-equivalent basis using a 21% statutory federal corporate income tax rate for 2018 and a 35% statutory federal corporate income tax rate for 2017 and 2016
.
|
(Dollars in thousands)
|
2018
|
2017
|
2016
|
||||||
Loan losses
|
$
|
4,677
|
|
$
|
3,050
|
|
$
|
2,890
|
|
Checking account overdrafts
|
771
|
|
722
|
|
649
|
|
|||
Provision for loan losses
|
$
|
5,448
|
|
$
|
3,772
|
|
$
|
3,539
|
|
As a percent of average total loans
|
0.21
|
%
|
0.16
|
%
|
0.17
|
%
|
(Dollars in thousands)
|
2018
|
2017
|
2016
|
||||||
Net (loss) gain on investment securities
|
$
|
(146
|
)
|
$
|
2,983
|
|
$
|
930
|
|
Net loss on asset disposals and other transactions
|
(334
|
)
|
(63
|
)
|
(1,133
|
)
|
(Dollars in thousands)
|
2018
|
2017
|
2016
|
||||||
Net (loss) gain on other assets
|
$
|
(224
|
)
|
$
|
28
|
|
$
|
(188
|
)
|
Net loss on debt extinguishment
|
(13
|
)
|
—
|
|
(707
|
)
|
|||
Net loss on OREO
|
(21
|
)
|
(116
|
)
|
(34
|
)
|
|||
Net (loss) gain on other transactions
|
(76
|
)
|
25
|
|
(204
|
)
|
|||
Net loss on asset disposals and other transactions
|
$
|
(334
|
)
|
$
|
(63
|
)
|
$
|
(1,133
|
)
|
(Dollars in thousands)
|
2018
|
2017
|
2016
|
||||||
Property and casualty insurance commissions
|
$
|
10,512
|
|
$
|
10,298
|
|
$
|
10,064
|
|
Life and health insurance commissions
|
2,276
|
|
1,759
|
|
1,733
|
|
|||
Performance-based commissions
|
1,452
|
|
1,457
|
|
1,742
|
|
|||
Other fees and charges
|
572
|
|
690
|
|
307
|
|
|||
Insurance income
|
$
|
14,812
|
|
$
|
14,204
|
|
$
|
13,846
|
|
(Dollars in thousands)
|
2018
|
2017
|
2016
|
||||||
Fiduciary
|
$
|
6,579
|
|
$
|
6,360
|
|
$
|
5,929
|
|
Brokerage
|
4,001
|
|
3,538
|
|
3,171
|
|
|||
Employee benefits
|
$
|
1,963
|
|
$
|
1,660
|
|
$
|
1,489
|
|
Trust and investment income
|
$
|
12,543
|
|
$
|
11,558
|
|
$
|
10,589
|
|
(Dollars in thousands)
|
2018
|
2017
|
2016
|
||||||
Trust assets under administration and management
|
$
|
1,384,113
|
|
$
|
1,452,959
|
|
$
|
1,301,509
|
|
Brokerage assets under administration and management
|
849,188
|
|
887,303
|
|
777,771
|
|
|||
Total assets under administration and management
|
$
|
2,233,301
|
|
$
|
2,340,262
|
|
$
|
2,079,280
|
|
Annual average
|
$
|
2,342,102
|
|
$
|
2,221,747
|
|
$
|
2,002,537
|
|
(Dollars in thousands)
|
2018
|
2017
|
2016
|
||||||
Overdraft and non-sufficient funds fees
|
$
|
6,571
|
|
$
|
6,720
|
|
$
|
7,849
|
|
Account maintenance fees
|
2,718
|
|
2,276
|
|
2,260
|
|
|||
Other fees and charges
|
489
|
|
618
|
|
553
|
|
|||
Deposit account service charges
|
$
|
9,778
|
|
$
|
9,614
|
|
$
|
10,662
|
|
(Dollars in thousands)
|
2018
|
2017
|
2016
|
||||||
Mortgage banking income
|
$
|
3,333
|
|
$
|
1,872
|
|
$
|
1,304
|
|
Bank owned life insurance income
|
1,955
|
|
1,950
|
|
1,414
|
|
|||
Commercial loan swap fee income
|
681
|
|
1,232
|
|
1,076
|
|
|||
Other non-interest income (a)
|
2,655
|
|
1,865
|
|
1,826
|
|
(Dollars in thousands)
|
2018
|
2017
|
2016
|
||||||
Base salaries and wages
|
$
|
46,438
|
|
$
|
39,669
|
|
$
|
39,422
|
|
Sales-based and incentive compensation
|
11,703
|
|
10,223
|
|
8,752
|
|
|||
Employee benefit costs
|
6,528
|
|
6,487
|
|
5,682
|
|
|||
Stock-based compensation
|
2,575
|
|
1,802
|
|
1,392
|
|
|||
Deferred personnel costs
|
(2,151
|
)
|
(1,835
|
)
|
(1,779
|
)
|
|||
Payroll taxes and other employment costs
|
4,215
|
|
3,930
|
|
3,964
|
|
|||
Salaries and employee benefit costs
|
$
|
69,308
|
|
$
|
60,276
|
|
$
|
57,433
|
|
Full-time equivalent employees:
|
|
|
|
||||||
Actual at end of the period
|
871
|
|
774
|
|
782
|
|
|||
Average during the period
|
840
|
|
778
|
|
804
|
|
(Dollars in thousands)
|
2018
|
2017
|
2016
|
||||||
Depreciation expense
|
$
|
4,937
|
|
$
|
4,850
|
|
$
|
5,079
|
|
Repairs and maintenance costs
|
2,825
|
|
2,573
|
|
2,345
|
|
|||
Net rent expense
|
961
|
|
931
|
|
901
|
|
|||
Property taxes, utilities and other costs
|
2,549
|
|
2,279
|
|
2,410
|
|
|||
Net occupancy and equipment expense
|
$
|
11,272
|
|
$
|
10,633
|
|
$
|
10,735
|
|
(Dollars in thousands)
|
2018
|
2017
|
2016
|
||||||
Professional fees
|
$
|
7,862
|
|
$
|
6,575
|
|
$
|
7,436
|
|
Electronic banking expense
|
6,057
|
|
5,874
|
|
5,992
|
|
|||
Data processing and software expense
|
5,419
|
|
4,441
|
|
3,763
|
|
|||
Amortization of other intangible assets
|
3,338
|
|
3,516
|
|
4,030
|
|
|||
Franchise tax expense
|
2,771
|
|
2,246
|
|
2,192
|
|
|||
Marketing expense
|
1,962
|
|
1,714
|
|
1,594
|
|
|||
FDIC insurance expense
|
1,546
|
|
1,816
|
|
1,899
|
|
|||
Foreclosed real estate and other loan expenses
|
1,431
|
|
873
|
|
859
|
|
|||
Communication expense
|
1,265
|
|
1,475
|
|
2,261
|
|
|||
Other non-interest expense
|
13,746
|
|
8,536
|
|
8,717
|
|
(Dollars in thousands)
|
2018
|
2017
|
2016
|
2015
|
2014
|
||||||||||
Income before income taxes
|
$
|
54,941
|
|
$
|
57,203
|
|
$
|
45,282
|
|
$
|
14,816
|
|
$
|
24,178
|
|
Add: provision for loan losses
|
5,448
|
|
3,772
|
|
3,539
|
|
14,097
|
|
339
|
|
|||||
Add: net loss on debt extinguishment
|
13
|
|
—
|
|
707
|
|
520
|
|
—
|
|
|||||
Add: net loss on OREO
|
21
|
|
116
|
|
34
|
|
529
|
|
68
|
|
|||||
Add: net loss on investment securities
|
146
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Add: net loss on other assets
|
224
|
|
—
|
|
188
|
|
696
|
|
430
|
|
|||||
Add: net loss on other transactions
|
76
|
|
—
|
|
204
|
|
43
|
|
—
|
|
|||||
Less: net gain on debt extinguishment
|
—
|
|
—
|
|
—
|
|
—
|
|
67
|
|
|||||
Less: net gain on investment securities
|
—
|
|
2,983
|
|
930
|
|
729
|
|
398
|
|
|||||
Less: net gain on other assets
|
—
|
|
28
|
|
—
|
|
—
|
|
—
|
|
|||||
Less: net gain on other transactions
|
—
|
|
25
|
|
—
|
|
—
|
|
—
|
|
|||||
Pre-provision net revenue
|
$
|
60,869
|
|
$
|
58,055
|
|
$
|
49,024
|
|
$
|
29,972
|
|
$
|
24,550
|
|
Total average assets
|
$
|
3,871,832
|
|
$
|
3,510,274
|
|
$
|
3,320,447
|
|
$
|
3,111,853
|
|
$
|
2,240,534
|
|
Pre-provision net revenue to total average assets
|
1.57
|
%
|
1.65
|
%
|
1.48
|
%
|
0.96
|
%
|
1.10
|
%
|
(Dollars in thousands)
|
2018
|
2017
|
2016
|
2015
|
2014
|
||||||||||
|
|
|
|
|
|
||||||||||
Core non-interest income:
|
|
|
|
|
|
||||||||||
Total non-interest income
|
$
|
56,754
|
|
$
|
55,573
|
|
$
|
50,867
|
|
$
|
46,382
|
|
$
|
40,020
|
|
Less: net (loss) gain on investment securities
|
(146
|
)
|
2,983
|
|
930
|
|
729
|
|
398
|
|
|||||
Less: net loss on asset disposals and other transactions
|
(334
|
)
|
(63
|
)
|
(1,133
|
)
|
(1,788
|
)
|
(431
|
)
|
|||||
Total non-interest income excluding net gains and losses
|
$
|
57,234
|
|
$
|
52,653
|
|
$
|
51,070
|
|
$
|
47,441
|
|
$
|
40,053
|
|
Plus: core banking system conversion revenue waived
|
—
|
|
—
|
|
85
|
|
—
|
|
—
|
|
|||||
Core non-interest income excluding net gains and losses
|
$
|
57,234
|
|
$
|
52,653
|
|
$
|
51,155
|
|
$
|
47,441
|
|
$
|
40,053
|
|
(Dollars in thousands)
|
2018
|
2017
|
2016
|
2015
|
2014
|
||||||||||
|
|
|
|
|
|
||||||||||
Core non-interest expense:
|
|
|
|
|
|
||||||||||
Total non-interest expense
|
$
|
125,977
|
|
$
|
107,975
|
|
$
|
106,911
|
|
$
|
115,081
|
|
$
|
85,009
|
|
Less: system conversion expenses
|
—
|
|
—
|
|
1,259
|
|
—
|
|
—
|
|
|||||
Less: acquisition-related expenses
|
7,262
|
|
341
|
|
—
|
|
10,722
|
|
4,752
|
|
|||||
Less: pension settlement charges
|
267
|
|
242
|
|
—
|
|
459
|
|
1,400
|
|
|||||
Less: other non-core charges
|
—
|
|
—
|
|
—
|
|
592
|
|
298
|
|
|||||
Core non-interest expense
|
$
|
118,448
|
|
$
|
107,392
|
|
$
|
105,652
|
|
$
|
103,308
|
|
$
|
78,559
|
|
(Dollars in thousands)
|
2018
|
2017
|
2016
|
2015
|
2014
|
||||||||||
|
|
|
|
|
|
||||||||||
Efficiency ratio:
|
|
|
|
|
|
||||||||||
Total non-interest expense
|
$
|
125,977
|
|
$
|
107,975
|
|
$
|
106,911
|
|
$
|
115,081
|
|
$
|
85,009
|
|
Less: amortization of other intangible assets
|
3,338
|
|
3,516
|
|
4,030
|
|
4,077
|
|
1,428
|
|
|||||
Adjusted total non-interest expense
|
122,639
|
|
104,459
|
|
102,881
|
|
111,004
|
|
83,581
|
|
|||||
|
|
|
|
|
|
||||||||||
Total non-interest income excluding net gains and losses
|
57,234
|
|
52,653
|
|
51,070
|
|
47,441
|
|
40,053
|
|
|||||
|
|
|
|
|
|
||||||||||
Net interest income
|
129,612
|
|
113,377
|
|
104,865
|
|
97,612
|
|
69,506
|
|
|||||
Add: fully tax-equivalent adjustment (a)
|
881
|
|
1,912
|
|
2,027
|
|
1,978
|
|
1,335
|
|
|||||
Net interest income on a fully tax-equivalent basis
|
130,493
|
|
115,289
|
|
106,892
|
|
99,590
|
|
70,841
|
|
|||||
|
|
|
|
|
|
||||||||||
Adjusted revenue
|
$
|
187,727
|
|
$
|
167,942
|
|
$
|
157,962
|
|
$
|
147,031
|
|
$
|
110,894
|
|
|
|
|
|
|
|
||||||||||
Efficiency ratio
|
65.33
|
%
|
62.20
|
%
|
65.13
|
%
|
75.50
|
%
|
75.37
|
%
|
|||||
|
|
|
|
|
|
||||||||||
Efficiency ratio adjusted for non-core items:
|
|
|
|
|
|
||||||||||
Core non-interest expense
|
$
|
118,448
|
|
$
|
107,392
|
|
$
|
105,652
|
|
$
|
103,308
|
|
$
|
78,559
|
|
Less: amortization of other intangible assets
|
3,338
|
|
3,516
|
|
4,030
|
|
4,077
|
|
1,428
|
|
|||||
Adjusted core non-interest expense
|
115,110
|
|
103,876
|
|
101,622
|
|
99,231
|
|
77,131
|
|
|||||
|
|
|
|
|
|
||||||||||
Core non-interest income excluding net gains and losses
|
57,234
|
|
52,653
|
|
51,155
|
|
47,441
|
|
40,053
|
|
|||||
Net interest income on a fully tax-equivalent basis
|
130,493
|
|
115,289
|
|
106,892
|
|
99,590
|
|
70,841
|
|
|||||
Adjusted core revenue
|
$
|
187,727
|
|
$
|
167,942
|
|
$
|
158,047
|
|
$
|
147,031
|
|
$
|
110,894
|
|
|
|
|
|
|
|
||||||||||
Efficiency ratio adjusted for non-core items
|
61.32
|
%
|
61.85
|
%
|
64.30
|
%
|
67.49
|
%
|
69.55
|
%
|
(Dollars in thousands)
|
2018
|
2017
|
2016
|
2015
|
2014
|
||||||||||
|
|
|
|
|
|
||||||||||
Return on average assets:
|
|
|
|
|
|
||||||||||
Net income
|
$
|
46,255
|
|
$
|
38,471
|
|
$
|
31,157
|
|
$
|
10,941
|
|
$
|
16,684
|
|
Total average assets
|
3,871,832
|
|
3,510,274
|
|
3,320,447
|
|
3,111,853
|
|
2,240,534
|
|
|||||
Return on average assets
|
1.19
|
%
|
1.10
|
%
|
0.94
|
%
|
0.35
|
%
|
0.74
|
%
|
|||||
Return on average assets adjusted for non-core items:
|
|
|
|
|
|
||||||||||
Net income
|
46,255
|
|
38,471
|
|
31,157
|
|
10,941
|
|
16,684
|
|
|||||
Add: core banking system conversion revenue waived, net of tax (a)
|
—
|
|
—
|
|
55
|
|
—
|
|
—
|
|
|||||
Add: net loss on investment securities, net of tax (a)
|
115
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Less: net gain on investment securities, net of tax (a)
|
—
|
|
(1,939
|
)
|
(605
|
)
|
(474
|
)
|
(259
|
)
|
|||||
Add: net loss on asset disposals and other transactions, net of tax (a)
|
264
|
|
41
|
|
736
|
|
1,162
|
|
280
|
|
|||||
Add: system conversion expenses, net of tax (a)
|
—
|
|
—
|
|
818
|
|
—
|
|
—
|
|
|||||
Add: acquisition-related expenses, net of tax (a)
|
5,737
|
|
222
|
|
—
|
|
6,969
|
|
3,089
|
|
|||||
Add: pension settlement charges, net of tax (a)
|
211
|
|
157
|
|
—
|
|
298
|
|
910
|
|
|||||
Add: other non-core charges, net of tax (a)
|
—
|
|
—
|
|
—
|
|
385
|
|
194
|
|
|||||
Less: release of deferred tax asset valuation allowance
|
(805
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Less: impact of Tax Cuts and Jobs Act on deferred tax liability
|
(705
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Add: impact of Tax Cuts and Jobs Act on deferred tax assets
|
—
|
|
897
|
|
—
|
|
—
|
|
—
|
|
|||||
Net income adjusted for non-core items
|
$
|
51,072
|
|
$
|
37,849
|
|
$
|
32,161
|
|
$
|
19,281
|
|
$
|
20,898
|
|
Total average assets
|
3,871,832
|
|
3,510,274
|
|
3,320,447
|
|
3,111,853
|
|
2,240,534
|
|
|||||
Return on average assets adjusted for non-core items
|
1.32
|
%
|
1.08
|
%
|
0.97
|
%
|
0.62
|
%
|
0.93
|
%
|
(Dollars in thousands)
|
2018
|
2017
|
2016
|
2015
|
2014
|
||||||||||
Fair Value
|
$
|
711
|
|
$
|
1,924
|
|
$
|
2,991
|
|
$
|
4,201
|
|
$
|
14,058
|
|
Amortized cost
|
781
|
|
2,109
|
|
3,206
|
|
4,331
|
|
13,604
|
|
|||||
Net unrealized (loss) gain
|
$
|
(70
|
)
|
$
|
(185
|
)
|
$
|
(215
|
)
|
$
|
(130
|
)
|
$
|
454
|
|
(Dollars in thousands)
|
2018
|
2017
|
2016
|
2015
|
2014
|
||||||||||
Originated loans:
|
|
|
|
|
|
||||||||||
Commercial real estate, construction
|
$
|
124,013
|
|
$
|
107,118
|
|
$
|
84,626
|
|
$
|
63,785
|
|
$
|
37,901
|
|
Commercial real estate, other
|
632,200
|
|
595,447
|
|
531,557
|
|
471,184
|
|
434,660
|
|
|||||
Commercial real estate
|
756,213
|
|
702,565
|
|
616,183
|
|
534,969
|
|
472,561
|
|
|||||
Commercial and industrial
|
530,207
|
|
438,051
|
|
378,131
|
|
288,130
|
|
249,975
|
|
|||||
Residential real estate
|
296,860
|
|
304,523
|
|
307,490
|
|
288,783
|
|
254,169
|
|
|||||
Home equity lines of credit
|
93,326
|
|
88,902
|
|
85,617
|
|
74,176
|
|
62,463
|
|
|||||
Consumer, indirect
|
407,167
|
|
340,390
|
|
252,024
|
|
165,320
|
|
112,563
|
|
|||||
Consumer, direct
|
71,674
|
|
67,010
|
|
67,579
|
|
61,813
|
|
57,350
|
|
|||||
Consumer
|
478,841
|
|
407,400
|
|
319,603
|
|
227,133
|
|
169,913
|
|
|||||
Deposit account overdrafts
|
583
|
|
849
|
|
1,080
|
|
1,448
|
|
2,933
|
|
|||||
Total originated loans
|
$
|
2,156,030
|
|
$
|
1,942,290
|
|
$
|
1,708,104
|
|
$
|
1,414,639
|
|
$
|
1,212,014
|
|
Acquired loans:
|
|
|
|
|
|
||||||||||
Commercial real estate, construction
|
$
|
12,404
|
|
$
|
8,319
|
|
$
|
10,100
|
|
$
|
12,114
|
|
$
|
1,051
|
|
Commercial real estate, other
|
184,711
|
|
165,120
|
|
204,466
|
|
265,092
|
|
121,475
|
|
|||||
Commercial real estate
|
197,115
|
|
173,439
|
|
214,566
|
|
277,206
|
|
122,526
|
|
|||||
Commercial and industrial
|
35,537
|
|
34,493
|
|
44,208
|
|
63,589
|
|
30,056
|
|
|||||
Residential real estate
|
296,937
|
|
184,864
|
|
228,435
|
|
276,772
|
|
225,274
|
|
|||||
Home equity lines of credit
|
40,653
|
|
20,575
|
|
25,875
|
|
32,253
|
|
18,232
|
|
|||||
Consumer, indirect
|
136
|
|
329
|
|
808
|
|
1,776
|
|
2,445
|
|
|||||
Consumer, direct
|
2,370
|
|
1,147
|
|
2,940
|
|
6,205
|
|
10,351
|
|
|||||
Consumer
|
2,506
|
|
1,476
|
|
3,748
|
|
7,981
|
|
12,796
|
|
|||||
Total acquired loans (a)
|
$
|
572,748
|
|
$
|
414,847
|
|
$
|
516,832
|
|
$
|
657,801
|
|
$
|
408,884
|
|
Total loans
|
$
|
2,728,778
|
|
$
|
2,357,137
|
|
$
|
2,224,936
|
|
$
|
2,072,440
|
|
$
|
1,620,898
|
|
(Dollars in thousands)
|
2018
|
2017
|
2016
|
2015
|
2014
|
||||||||||
Average total loans
|
$
|
2,610,970
|
|
$
|
2,293,980
|
|
$
|
2,133,175
|
|
$
|
1,952,241
|
|
$
|
1,364,808
|
|
Average allowance for loan losses
|
(19,359
|
)
|
(18,713
|
)
|
(17,564
|
)
|
(19,174
|
)
|
(17,362
|
)
|
|||||
Average loans, net of average allowance for loan losses
|
$
|
2,591,611
|
|
$
|
2,275,267
|
|
$
|
2,115,611
|
|
$
|
1,933,067
|
|
$
|
1,347,446
|
|
Percent of loans to total loans:
|
|
|
|
|
|
||||||||||
Commercial real estate, construction
|
5.1
|
%
|
4.9
|
%
|
4.3
|
%
|
3.7
|
%
|
2.4
|
%
|
|||||
Commercial real estate, other
|
29.9
|
%
|
32.3
|
%
|
33.0
|
%
|
35.5
|
%
|
34.2
|
%
|
|||||
Commercial real estate
|
35.0
|
%
|
37.2
|
%
|
37.3
|
%
|
39.2
|
%
|
36.6
|
%
|
|||||
Commercial and industrial
|
20.7
|
%
|
20.0
|
%
|
19.0
|
%
|
17.0
|
%
|
17.3
|
%
|
|||||
Residential real estate
|
21.8
|
%
|
20.8
|
%
|
24.1
|
%
|
27.3
|
%
|
29.6
|
%
|
|||||
Home equity lines of credit
|
4.9
|
%
|
4.6
|
%
|
5.0
|
%
|
5.1
|
%
|
5.0
|
%
|
|||||
Consumer, indirect
|
14.9
|
%
|
14.5
|
%
|
11.4
|
%
|
8.0
|
%
|
7.1
|
%
|
|||||
Consumer, direct
|
2.7
|
%
|
2.9
|
%
|
3.2
|
%
|
3.3
|
%
|
4.2
|
%
|
|||||
Consumer
|
17.6
|
%
|
17.4
|
%
|
14.6
|
%
|
11.3
|
%
|
11.3
|
%
|
|||||
Deposit account overdrafts (b)
|
NM
|
|
NM
|
|
NM
|
|
0.1
|
%
|
0.2
|
%
|
|||||
Total percentage
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
|||||
|
|
|
|
|
|
||||||||||
Residential real estate loans being serviced for others
|
$
|
461,256
|
|
$
|
412,965
|
|
$
|
398,134
|
|
$
|
390,398
|
|
$
|
352,779
|
|
(a)
|
Includes all loans acquired, and related loan discount recorded as part of acquisition accounting, in 2014 and thereafter. Loans that were acquired and subsequently re-underwritten are reported as originated upon execution of such credit actions (for example, renewals and increases in lines of credit).
|
(b)
|
NM = not meaningful.
|
(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
|
$
|
3,440
|
|
$
|
7,399
|
|
$
|
9,185
|
|
$
|
20,024
|
|
14.7
|
%
|
Variable
|
78,665
|
|
34,970
|
|
2,758
|
|
116,393
|
|
85.3
|
%
|
||||
Total
|
82,105
|
|
42,369
|
|
11,943
|
|
136,417
|
|
100.0
|
%
|
||||
Commercial real estate, other:
|
|
|
|
|
|
|||||||||
Fixed
|
24,074
|
|
109,793
|
|
107,138
|
|
241,005
|
|
29.5
|
%
|
||||
Variable
|
378,370
|
|
159,599
|
|
37,937
|
|
575,906
|
|
70.5
|
%
|
||||
Total
|
402,444
|
|
269,392
|
|
145,075
|
|
816,911
|
|
100.0
|
%
|
||||
Commercial and industrial:
|
|
|
|
|
|
|||||||||
Fixed
|
7,557
|
|
60,375
|
|
32,422
|
|
100,354
|
|
17.7
|
%
|
||||
Variable
|
401,665
|
|
40,472
|
|
23,253
|
|
465,390
|
|
82.3
|
%
|
||||
Total
|
409,222
|
|
100,847
|
|
55,675
|
|
565,744
|
|
100.0
|
%
|
||||
Total commercial loans:
|
|
|
|
|
|
|||||||||
Fixed
|
35,071
|
|
177,567
|
|
148,745
|
|
361,383
|
|
23.8
|
%
|
||||
Variable
|
858,700
|
|
235,041
|
|
63,948
|
|
1,157,689
|
|
76.2
|
%
|
||||
Total
|
$
|
893,771
|
|
$
|
412,608
|
|
$
|
212,693
|
|
$
|
1,519,072
|
|
100.0
|
%
|
(Dollars in thousands)
|
Outstanding Balance
|
Available Loan Commitments
|
Total Exposure
|
% of Total
|
|||||||
Commercial real estate, construction:
|
|
|
|
|
|||||||
Apartment complexes
|
$
|
40,818
|
|
$
|
29,987
|
|
$
|
70,805
|
|
32.9
|
%
|
Education services
|
8,655
|
|
19,895
|
|
$
|
28,550
|
|
13.3
|
%
|
||
Office buildings
|
12,726
|
|
10,347
|
|
23,073
|
|
10.7
|
%
|
|||
Assisted living facilities and nursing homes
|
11,756
|
|
10,481
|
|
22,237
|
|
10.3
|
%
|
|||
Mixed commercial use facilities
|
17,059
|
|
3,753
|
|
20,812
|
|
9.7
|
%
|
|||
Light industrial
|
8,509
|
|
—
|
|
8,509
|
|
4.0
|
%
|
|||
Child care
|
4,348
|
|
1,722
|
|
6,070
|
|
2.8
|
%
|
|||
Residential property
|
2,619
|
|
2,140
|
|
4,759
|
|
2.2
|
%
|
|||
Other (a)
|
29,927
|
|
516
|
|
30,443
|
|
14.1
|
%
|
|||
Commercial real estate, construction
|
$
|
136,417
|
|
$
|
78,841
|
|
$
|
215,258
|
|
100.0
|
%
|
(a)
|
All other outstanding balances are less than 2% of the total loan portfolio.
|
(Dollars in thousands)
|
Outstanding Balance
|
Available Loan Commitments
|
Total Exposure
|
% of Total
|
|||||||
Commercial real estate, other:
|
|
|
|
|
|||||||
Mixed commercial use facilities:
|
|
|
|
|
|||||||
Owner occupied
|
$
|
35,861
|
|
$
|
714
|
|
$
|
36,575
|
|
4.3
|
%
|
Non-owner occupied
|
71,929
|
|
1,739
|
|
73,668
|
|
8.6
|
%
|
|||
Total mixed commercial use facilities
|
107,790
|
|
2,453
|
|
110,243
|
|
12.9
|
%
|
|||
Office buildings and complexes:
|
|
|
|
|
|||||||
Owner occupied
|
43,417
|
|
3,395
|
|
46,812
|
|
5.5
|
%
|
|||
Non-owner occupied
|
48,386
|
|
748
|
|
49,134
|
|
5.8
|
%
|
|||
Total office buildings and complexes
|
91,803
|
|
4,143
|
|
95,946
|
|
11.3
|
%
|
|||
Apartment complexes
|
90,277
|
|
545
|
|
90,822
|
|
10.7
|
%
|
|||
Light industrial facilities:
|
|
|
|
|
|||||||
Owner occupied
|
47,087
|
|
3,759
|
|
50,846
|
|
6.0
|
%
|
|||
Non-owner occupied
|
16,745
|
|
1,088
|
|
17,833
|
|
2.1
|
%
|
|||
Total light industrial facilities
|
63,832
|
|
4,847
|
|
68,679
|
|
8.1
|
%
|
|||
Retail facilities:
|
|
|
|
|
|||||||
Owner occupied
|
26,857
|
|
1,634
|
|
28,491
|
|
3.3
|
%
|
|||
Non-owner occupied
|
33,835
|
|
98
|
|
33,933
|
|
4.0
|
%
|
|||
Total retail facilities
|
60,692
|
|
1,732
|
|
62,424
|
|
7.3
|
%
|
|||
Warehouse facilities
|
41,785
|
|
2,055
|
|
43,840
|
|
5.1
|
%
|
|||
Lodging and lodging related
|
33,004
|
|
—
|
|
33,004
|
|
3.9
|
%
|
|||
Assisted living facilities and nursing homes
|
31,422
|
|
256
|
|
31,678
|
|
3.7
|
%
|
|||
Land only
|
14,671
|
|
2,130
|
|
16,801
|
|
2.0
|
%
|
|||
Other (a)
|
281,635
|
|
16,722
|
|
298,357
|
|
35.0
|
%
|
|||
Commercial real estate, other
|
$
|
816,911
|
|
$
|
34,883
|
|
$
|
851,794
|
|
100.0
|
%
|
(a)
|
All other outstanding balances are less than 2% of the total loan portfolio.
|
(Dollars in thousands)
|
2018
|
2017
|
2016
|
2015
|
2014
|
||||||||||
Commercial real estate
|
$
|
8,003
|
|
$
|
7,797
|
|
$
|
7,172
|
|
$
|
7,076
|
|
$
|
9,825
|
|
Commercial and industrial
|
6,178
|
|
5,813
|
|
6,353
|
|
5,382
|
|
4,036
|
|
|||||
Total commercial
|
14,181
|
|
13,610
|
|
13,525
|
|
12,458
|
|
13,861
|
|
|||||
Residential real estate
|
1,214
|
|
904
|
|
982
|
|
1,257
|
|
1,627
|
|
|||||
Home equity lines of credit
|
618
|
|
693
|
|
688
|
|
732
|
|
694
|
|
|||||
Consumer, indirect
|
3,214
|
|
2,944
|
|
2,312
|
|
1,427
|
|
1,113
|
|
|||||
Consumer, direct
|
351
|
|
464
|
|
518
|
|
544
|
|
474
|
|
|||||
Consumer
|
3,565
|
|
3,408
|
|
2,830
|
|
1,971
|
|
1,587
|
|
|||||
Deposit account overdrafts
|
81
|
|
70
|
|
171
|
|
121
|
|
112
|
|
|||||
Originated allowance for loan losses
|
19,659
|
|
18,685
|
|
18,196
|
|
16,539
|
|
17,881
|
|
|||||
Allowance for acquired loan losses
|
536
|
|
108
|
|
233
|
|
240
|
|
—
|
|
|||||
Allowance for loan losses
|
$
|
20,195
|
|
$
|
18,793
|
|
$
|
18,429
|
|
$
|
16,779
|
|
$
|
17,881
|
|
As a percent of total loans, net of deferred fees and costs
|
0.74
|
%
|
0.80
|
%
|
0.83
|
%
|
0.81
|
%
|
1.10
|
%
|
(Dollars in thousands)
|
2018
|
2017
|
2016
|
2015
|
2014
|
||||||||||
Loans 90+ days past due and accruing:
|
|
|
|
|
|
||||||||||
Commercial real estate, other
|
$
|
801
|
|
$
|
215
|
|
$
|
1,506
|
|
$
|
2,425
|
|
$
|
567
|
|
Commercial and industrial
|
18
|
|
45
|
|
387
|
|
1,986
|
|
301
|
|
|||||
Residential real estate
|
1,430
|
|
1,278
|
|
1,855
|
|
1,522
|
|
1,901
|
|
|||||
Home equity lines of credit
|
7
|
|
72
|
|
—
|
|
35
|
|
20
|
|
|||||
Consumer, indirect
|
—
|
|
—
|
|
—
|
|
1
|
|
2
|
|
|||||
Consumer, direct
|
—
|
|
16
|
|
23
|
|
—
|
|
8
|
|
|||||
Consumer
|
—
|
|
16
|
|
23
|
|
1
|
|
10
|
|
|||||
Total loans 90+ days past due and accruing
|
2,256
|
|
1,626
|
|
3,771
|
|
5,969
|
|
2,799
|
|
|||||
Nonaccrual loans:
|
|
|
|
|
|
||||||||||
Commercial real estate, construction
|
710
|
|
754
|
|
826
|
|
921
|
|
—
|
|
|||||
Commercial real estate, other
|
6,730
|
|
6,348
|
|
10,792
|
|
7,357
|
|
2,278
|
|
|||||
Commercial real estate
|
7,440
|
|
7,102
|
|
11,618
|
|
8,278
|
|
2,278
|
|
|||||
Commercial and industrial
|
1,304
|
|
506
|
|
1,620
|
|
350
|
|
1,800
|
|
|||||
Residential real estate
|
4,075
|
|
4,267
|
|
4,481
|
|
2,991
|
|
2,695
|
|
|||||
Home equity lines of credit
|
1,023
|
|
772
|
|
554
|
|
340
|
|
315
|
|
|||||
Consumer, indirect
|
324
|
|
158
|
|
9
|
|
31
|
|
—
|
|
|||||
Consumer, direct
|
56
|
|
32
|
|
81
|
|
—
|
|
3
|
|
|||||
Consumer
|
380
|
|
190
|
|
90
|
|
31
|
|
3
|
|
|||||
Total nonaccrual loans
|
14,222
|
|
12,837
|
|
18,363
|
|
11,990
|
|
7,091
|
|
|||||
Nonaccrual troubled debt restructurings (TDRs):
|
|
|
|
|
|
||||||||||
Commercial real estate, construction
|
—
|
|
—
|
|
—
|
|
—
|
|
96
|
|
|||||
Commercial real estate, other
|
154
|
|
721
|
|
751
|
|
153
|
|
306
|
|
|||||
Commercial real estate
|
154
|
|
721
|
|
751
|
|
153
|
|
402
|
|
|||||
Commercial and industrial
|
405
|
|
492
|
|
482
|
|
377
|
|
194
|
|
|||||
Residential real estate
|
1,951
|
|
1,447
|
|
1,614
|
|
864
|
|
658
|
|
|||||
Home equity lines of credit
|
210
|
|
90
|
|
60
|
|
79
|
|
45
|
|
|||||
Consumer, indirect
|
156
|
|
98
|
|
6
|
|
34
|
|
16
|
|
|||||
Consumer, direct
|
—
|
|
7
|
|
49
|
|
34
|
|
—
|
|
|||||
Consumer
|
156
|
|
105
|
|
55
|
|
68
|
|
16
|
|
|||||
Total nonaccrual TDRs
|
2,876
|
|
2,855
|
|
2,962
|
|
1,541
|
|
1,315
|
|
|||||
Total nonperforming loans (NPLs)
|
19,354
|
|
17,318
|
|
25,096
|
|
19,500
|
|
11,205
|
|
|||||
OREO:
|
|
|
|
|
|
||||||||||
Commercial
|
—
|
|
—
|
|
594
|
|
644
|
|
582
|
|
|||||
Residential
|
94
|
|
208
|
|
67
|
|
89
|
|
364
|
|
|||||
Total OREO
|
94
|
|
208
|
|
661
|
|
733
|
|
946
|
|
|||||
Total nonperforming assets (NPAs)
|
$
|
19,448
|
|
$
|
17,526
|
|
$
|
25,757
|
|
$
|
20,233
|
|
$
|
12,151
|
|
(Dollars in thousands)
|
2018
|
2017
|
2016
|
2015
|
2014
|
|||||
Criticized loans (a)
|
114,188
|
|
90,418
|
|
99,182
|
|
122,147
|
|
74,545
|
|
Classified loans (b)
|
43,818
|
|
46,380
|
|
57,736
|
|
60,315
|
|
44,723
|
|
Asset Quality Ratios:
|
|
|
|
|
|
|||||
NPLs as a percent of total loans (c)(d)
|
0.71
|
%
|
0.73
|
%
|
1.13
|
%
|
0.94
|
%
|
0.69
|
%
|
NPAs as a percent of total assets (c)(d)
|
0.49
|
%
|
0.49
|
%
|
0.75
|
%
|
0.62
|
%
|
0.47
|
%
|
NPAs as a percent of total loans and OREO (c)(d)
|
0.71
|
%
|
0.74
|
%
|
1.16
|
%
|
0.98
|
%
|
0.75
|
%
|
Allowance for loan losses as a percent of NPLs (c)
|
104.35
|
%
|
108.52
|
%
|
73.43
|
%
|
86.05
|
%
|
159.58
|
%
|
Criticized loans as a percent of total loans (a)(c)
|
4.18
|
%
|
3.84
|
%
|
4.46
|
%
|
5.89
|
%
|
4.60
|
%
|
Classified loans as a percent of total loans (b)(c)
|
1.61
|
%
|
1.97
|
%
|
2.59
|
%
|
2.91
|
%
|
2.76
|
%
|
(Dollars in thousands)
|
2018
|
2017
|
2016
|
2015
|
2014
|
||||||||||
Non-interest-bearing deposits (a)
|
$
|
607,877
|
|
$
|
556,010
|
|
$
|
734,421
|
|
$
|
717,939
|
|
$
|
493,162
|
|
Interest-bearing deposits:
|
|
|
|
|
|
||||||||||
Interest-bearing demand accounts (a)
|
573,702
|
|
593,415
|
|
278,975
|
|
250,023
|
|
173,659
|
|
|||||
Savings accounts
|
468,500
|
|
446,714
|
|
436,344
|
|
414,375
|
|
295,307
|
|
|||||
Retail CDs
|
394,335
|
|
338,673
|
|
361,725
|
|
435,214
|
|
418,350
|
|
|||||
Money market deposit accounts
|
379,878
|
|
371,376
|
|
407,754
|
|
394,119
|
|
337,387
|
|
|||||
Governmental deposit accounts
|
267,319
|
|
264,524
|
|
251,671
|
|
276,639
|
|
161,305
|
|
|||||
Brokered CDs
|
263,854
|
|
159,618
|
|
38,832
|
|
47,635
|
|
53,904
|
|
|||||
Total interest-bearing deposits
|
2,347,588
|
|
2,174,320
|
|
1,775,301
|
|
1,818,005
|
|
1,439,912
|
|
|||||
Total deposits
|
$
|
2,955,465
|
|
$
|
2,730,330
|
|
$
|
2,509,722
|
|
$
|
2,535,944
|
|
$
|
1,933,074
|
|
(Dollars in thousands)
|
2018
|
2017
|
2016
|
2015
|
2014
|
||||||||||
3 months or less
|
$
|
28,214
|
|
$
|
24,118
|
|
$
|
27,780
|
|
$
|
36,597
|
|
$
|
29,110
|
|
Over 3 to 6 months
|
28,436
|
|
20,011
|
|
20,102
|
|
24,401
|
|
19,551
|
|
|||||
Over 6 to 12 months
|
32,578
|
|
27,129
|
|
25,028
|
|
32,227
|
|
31,356
|
|
|||||
Over 12 months
|
89,431
|
|
74,849
|
|
75,860
|
|
72,115
|
|
84,591
|
|
|||||
Total
|
$
|
178,659
|
|
$
|
146,107
|
|
$
|
148,770
|
|
$
|
165,340
|
|
$
|
164,608
|
|
(Dollars in thousands)
|
2018
|
2017
|
2016
|
2015
|
2014
|
||||||||||
Short-term borrowings:
|
|
|
|
|
|
||||||||||
FHLB overnight borrowings
|
$
|
165,000
|
|
$
|
62,000
|
|
$
|
231,000
|
|
$
|
76,000
|
|
$
|
15,000
|
|
FHLB 90-day advances
|
110,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Current portion of long-term FHLB advances
|
30,000
|
|
30,592
|
|
—
|
|
—
|
|
—
|
|
|||||
Repurchase agreements
|
51,202
|
|
116,899
|
|
74,607
|
|
84,386
|
|
73,277
|
|
|||||
Unamortized debt issuance cost (a)
|
(4
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Total short-term borrowings
|
356,198
|
|
209,491
|
|
305,607
|
|
160,386
|
|
88,277
|
|
|||||
Long-term borrowings:
|
|
|
|
|
|
||||||||||
FHLB advances
|
102,361
|
|
136,939
|
|
98,282
|
|
66,934
|
|
124,714
|
|
|||||
National market repurchase agreements
|
—
|
|
—
|
|
40,000
|
|
40,000
|
|
40,000
|
|
|||||
Term note payable (parent company)
|
—
|
|
—
|
|
—
|
|
—
|
|
14,369
|
|
|||||
Unamortized debt issuance costs (a)
|
—
|
|
(27
|
)
|
(51
|
)
|
—
|
|
—
|
|
|||||
Junior subordinated debt securities
|
7,283
|
|
7,107
|
|
6,924
|
|
6,736
|
|
—
|
|
|||||
Total long-term borrowings
|
109,644
|
|
144,019
|
|
145,155
|
|
113,670
|
|
179,083
|
|
|||||
Total borrowed funds
|
$
|
465,842
|
|
$
|
353,510
|
|
$
|
450,762
|
|
$
|
274,056
|
|
$
|
267,360
|
|
(a)
|
Unamortized debt issuance costs are related to the costs associated with the Credit Agreement with Raymond James Bank, N.A. which was a short-term obligation as of
December 31, 2018
.
|
(Dollars in thousands)
|
2018
|
2017
|
2016
|
2015
|
2014
|
||||||||||
Capital Amounts:
|
|
|
|
|
|
||||||||||
Common equity tier 1
|
$
|
378,855
|
|
$
|
327,172
|
|
$
|
306,506
|
|
$
|
288,416
|
|
N/A
|
||
Tier 1
|
386,138
|
|
334,279
|
|
313,430
|
|
295,151
|
|
241,707
|
|
|||||
Total (tier 1 and tier 2)
|
406,333
|
|
355,977
|
|
334,957
|
|
313,974
|
|
261,371
|
|
|||||
Net risk-weighted assets
|
$
|
2,782,995
|
|
$
|
2,466,620
|
|
$
|
2,373,359
|
|
$
|
2,158,713
|
|
$
|
1,687,968
|
|
Capital Ratios:
|
|
|
|
|
|
||||||||||
Common equity tier 1
|
13.61
|
%
|
13.26
|
%
|
12.91
|
%
|
13.36
|
%
|
N/A
|
||||||
Tier 1
|
13.87
|
%
|
13.55
|
%
|
13.21
|
%
|
13.67
|
%
|
14.32
|
%
|
|||||
Total (tier 1 and tier 2)
|
14.60
|
%
|
14.43
|
%
|
14.11
|
%
|
14.54
|
%
|
15.48
|
%
|
|||||
Leverage ratio
|
9.99
|
%
|
9.75
|
%
|
9.66
|
%
|
9.52
|
%
|
9.92
|
%
|
(Dollars in thousands)
|
2018
|
2017
|
2016
|
2015
|
2014
|
||||||||||
Tangible Equity:
|
|
|
|
|
|
||||||||||
Total stockholders' equity
|
$
|
520,140
|
|
$
|
458,592
|
|
$
|
435,261
|
|
$
|
419,789
|
|
$
|
340,118
|
|
Less: goodwill and other intangible assets
|
162,085
|
|
144,576
|
|
146,018
|
|
149,617
|
|
109,158
|
|
|||||
Tangible equity
|
$
|
358,055
|
|
$
|
314,016
|
|
$
|
289,243
|
|
$
|
270,172
|
|
$
|
230,960
|
|
|
|
|
|
|
|
||||||||||
Tangible Assets:
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
3,991,454
|
|
$
|
3,581,686
|
|
$
|
3,432,348
|
|
$
|
3,258,970
|
|
$
|
2,567,769
|
|
Less: goodwill and other intangible assets
|
162,085
|
|
144,576
|
|
146,018
|
|
149,617
|
|
109,158
|
|
|||||
Tangible assets
|
$
|
3,829,369
|
|
$
|
3,437,110
|
|
$
|
3,286,330
|
|
$
|
3,109,353
|
|
$
|
2,458,611
|
|
|
|
|
|
|
|
||||||||||
Tangible Book Value per Common Share:
|
|
|
|
|
|
||||||||||
Tangible equity
|
$
|
358,055
|
|
$
|
314,016
|
|
$
|
289,243
|
|
$
|
270,172
|
|
$
|
230,960
|
|
Common shares outstanding
|
19,565,029
|
|
18,287,449
|
|
18,200,067
|
|
18,404,864
|
|
14,836,727
|
|
|||||
|
|
|
|
|
|
||||||||||
Tangible book value per common share
|
$
|
18.30
|
|
$
|
17.17
|
|
$
|
15.89
|
|
$
|
14.68
|
|
$
|
15.57
|
|
|
|
|
|
|
|
||||||||||
Tangible Equity to Tangible Assets Ratio:
|
|
|
|
|
|||||||||||
Tangible equity
|
$
|
358,055
|
|
$
|
314,016
|
|
$
|
289,243
|
|
$
|
270,172
|
|
$
|
230,960
|
|
Tangible assets
|
$
|
3,829,369
|
|
$
|
3,437,110
|
|
$
|
3,286,330
|
|
$
|
3,109,353
|
|
$
|
2,458,611
|
|
|
|
|
|
|
|
||||||||||
Tangible equity to tangible assets
|
9.35
|
%
|
9.14
|
%
|
8.80
|
%
|
8.69
|
%
|
9.39
|
%
|
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
|
15
|
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
|
$
|
658,189
|
|
$
|
432,270
|
|
$
|
177,685
|
|
$
|
47,043
|
|
$
|
1,191
|
|
Long-term borrowings (a)
|
109,644
|
|
3,512
|
|
47,543
|
|
17,678
|
|
40,911
|
|
|||||
Operating leases
|
3,310
|
|
975
|
|
1,362
|
|
750
|
|
223
|
|
|||||
Contingent consideration related to acquisitions (b)
|
717
|
|
717
|
|
—
|
|
—
|
|
—
|
|
|||||
Total
|
$
|
771,860
|
|
$
|
437,474
|
|
$
|
226,590
|
|
$
|
65,471
|
|
$
|
42,325
|
|
(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
|
/s/ Ernst & Young LLP
|
|
|
|
|
/s/ Ernst & Young LLP
|
|
|
|
|
|
December 31,
|
|||||
(Dollars in thousands)
|
2018
|
2017
|
||||
Assets
|
|
|
||||
Cash and cash equivalents:
|
|
|
||||
Cash and due from banks
|
$
|
61,775
|
|
$
|
58,121
|
|
Interest-bearing deposits in other banks
|
15,837
|
|
14,073
|
|
||
Total cash and cash equivalents
|
77,612
|
|
72,194
|
|
||
Available-for-sale investment securities, at fair value (amortized cost of $804,655 at December 31, 2018 and $797,732 at December 31, 2017) (a)
|
791,891
|
|
795,187
|
|
||
Held-to-maturity investment securities, at amortized cost (fair value of $36,963 at December 31, 2018 and $41,213 at December 31, 2017)
|
36,961
|
|
40,928
|
|
||
Other investment securities (a)
|
42,985
|
|
38,371
|
|
||
Total investment securities
|
871,837
|
|
874,486
|
|
||
Loans, net of deferred fees and costs (b)
|
2,728,778
|
|
2,357,137
|
|
||
Allowance for loan losses
|
(20,195
|
)
|
(18,793
|
)
|
||
Net loans
|
2,708,583
|
|
2,338,344
|
|
||
Loans held for sale
|
5,470
|
|
2,510
|
|
||
Bank premises and equipment, net of accumulated depreciation
|
56,542
|
|
52,510
|
|
||
Bank owned life insurance
|
68,934
|
|
62,176
|
|
||
Goodwill
|
151,245
|
|
133,111
|
|
||
Other intangible assets
|
10,840
|
|
11,465
|
|
||
Other assets
|
40,391
|
|
34,890
|
|
||
Total assets
|
$
|
3,991,454
|
|
$
|
3,581,686
|
|
Liabilities
|
|
|
||||
Deposits:
|
|
|
||||
Non-interest-bearing
|
$
|
607,877
|
|
$
|
556,010
|
|
Interest-bearing
|
2,347,588
|
|
2,174,320
|
|
||
Total deposits
|
2,955,465
|
|
2,730,330
|
|
||
Short-term borrowings
|
356,198
|
|
209,491
|
|
||
Long-term borrowings
|
109,644
|
|
144,019
|
|
||
Accrued expenses and other liabilities (c)
|
50,007
|
|
39,254
|
|
||
Total liabilities
|
3,471,314
|
|
3,123,094
|
|
||
Stockholders’ Equity
|
|
|
||||
Preferred stock, no par value, 50,000 shares authorized, no shares issued at December 31, 2018 and December 31, 2017
|
—
|
|
—
|
|
||
Common stock, no par value, 24,000,000 shares authorized, 20,124,378 shares issued at December 31, 2018 and 18,952,385 shares issued at December 31, 2017, including shares in treasury
|
386,814
|
|
345,412
|
|
||
Retained earnings (a)(c)(d)
|
160,346
|
|
134,362
|
|
||
Accumulated other comprehensive loss, net of deferred income taxes (a)(d)
|
(12,933
|
)
|
(5,215
|
)
|
||
Treasury stock, at cost, 601,289 shares at December 31, 2018 and 702,449 shares at December 31, 2017
|
(14,087
|
)
|
(15,967
|
)
|
||
Total stockholders’ equity
|
520,140
|
|
458,592
|
|
||
Total liabilities and stockholders’ equity
|
$
|
3,991,454
|
|
$
|
3,581,686
|
|
(b)
|
Also referred to throughout this document as "total loans."
|
(Dollars in thousands, except per share data)
|
2018
|
2017
|
2016
|
||||||
Interest income:
|
|
|
|
||||||
Interest and fees on loans
|
$
|
125,263
|
|
$
|
103,043
|
|
$
|
93,845
|
|
Interest and dividends on taxable investment securities
|
23,132
|
|
20,415
|
|
18,423
|
|
|||
Interest on tax-exempt investment securities
|
2,467
|
|
2,923
|
|
3,126
|
|
|||
Other interest income
|
402
|
|
144
|
|
50
|
|
|||
Total interest income
|
151,264
|
|
126,525
|
|
115,444
|
|
|||
Interest expense:
|
|
|
|
||||||
Interest on deposits
|
13,705
|
|
7,154
|
|
5,942
|
|
|||
Interest on short-term borrowings
|
5,238
|
|
1,534
|
|
508
|
|
|||
Interest on long-term borrowings
|
2,709
|
|
4,460
|
|
4,129
|
|
|||
Total interest expense
|
21,652
|
|
13,148
|
|
10,579
|
|
|||
Net interest income
|
129,612
|
|
113,377
|
|
104,865
|
|
|||
Provision for loan losses
|
5,448
|
|
3,772
|
|
3,539
|
|
|||
Net interest income after provision for loan losses
|
124,164
|
|
109,605
|
|
101,326
|
|
|||
Non-interest income:
|
|
|
|
||||||
Insurance income
|
14,812
|
|
14,204
|
|
13,846
|
|
|||
Trust and investment income
|
12,543
|
|
11,558
|
|
10,589
|
|
|||
Electronic banking income
|
11,477
|
|
10,358
|
|
10,353
|
|
|||
Deposit account service charges
|
9,778
|
|
9,614
|
|
10,662
|
|
|||
Mortgage banking income
|
3,333
|
|
1,872
|
|
1,304
|
|
|||
Bank owned life insurance income
|
1,955
|
|
1,950
|
|
1,414
|
|
|||
Commercial loan swap fees
|
681
|
|
1,232
|
|
1,076
|
|
|||
Net (loss) gain on investment securities
|
(146
|
)
|
2,983
|
|
930
|
|
|||
Net loss on asset disposals and other transactions
|
(334
|
)
|
(63
|
)
|
(1,133
|
)
|
|||
Other non-interest income (a)
|
2,655
|
|
1,865
|
|
1,826
|
|
|||
Total non-interest income
|
56,754
|
|
55,573
|
|
50,867
|
|
|||
Non-interest expense:
|
|
|
|
||||||
Salaries and employee benefit costs
|
69,308
|
|
60,276
|
|
57,433
|
|
|||
Net occupancy and equipment expense
|
11,272
|
|
10,633
|
|
10,735
|
|
|||
Professional fees
|
7,862
|
|
6,575
|
|
7,436
|
|
|||
Electronic banking expense
|
6,057
|
|
5,874
|
|
5,992
|
|
|||
Data processing and software expense
|
5,419
|
|
4,441
|
|
3,763
|
|
|||
Amortization of other intangible assets
|
3,338
|
|
3,516
|
|
4,030
|
|
|||
Franchise tax expense
|
2,771
|
|
2,246
|
|
2,192
|
|
|||
Marketing expense
|
1,962
|
|
1,714
|
|
1,594
|
|
|||
FDIC insurance expense
|
1,546
|
|
1,816
|
|
1,899
|
|
|||
Foreclosed real estate and other loan expenses
|
1,431
|
|
873
|
|
859
|
|
|||
Communication expense
|
1,265
|
|
1,475
|
|
2,261
|
|
|||
Other non-interest expense
|
13,746
|
|
8,536
|
|
8,717
|
|
|||
Total non-interest expense
|
125,977
|
|
107,975
|
|
106,911
|
|
|||
Income before income taxes
|
54,941
|
|
57,203
|
|
45,282
|
|
|||
Income tax expense
|
8,686
|
|
18,732
|
|
14,125
|
|
|||
Net income
|
$
|
46,255
|
|
$
|
38,471
|
|
$
|
31,157
|
|
Earnings per common share - basic
|
$
|
2.42
|
|
$
|
2.12
|
|
$
|
1.72
|
|
Earnings per common share - diluted
|
$
|
2.41
|
|
$
|
2.10
|
|
$
|
1.71
|
|
Weighted-average number of common shares outstanding - basic
|
18,991,768
|
|
18,050,189
|
|
18,013,693
|
|
|||
Weighted-average number of common shares outstanding - diluted
|
19,122,260
|
|
18,208,684
|
|
18,155,463
|
|
(Dollars in thousands)
|
2018
|
2017
|
2016
|
||||||
Net income
|
$
|
46,255
|
|
$
|
38,471
|
|
$
|
31,157
|
|
Other comprehensive (loss) income:
|
|
|
|
||||||
Available-for-sale investment securities:
|
|
|
|
||||||
Gross unrealized holding loss arising in the period
|
(3,910
|
)
|
(555
|
)
|
(2,590
|
)
|
|||
Related tax benefit
|
821
|
|
195
|
|
906
|
|
|||
Less: reclassification adjustment for net (loss) gain included in net income
|
(146
|
)
|
2,983
|
|
930
|
|
|||
Related tax benefit (expense)
|
31
|
|
(1,044
|
)
|
(326
|
)
|
|||
Amounts reclassified out of accumulated other comprehensive loss per ASU 2018-02 (a)
|
—
|
|
(370
|
)
|
—
|
|
|||
Amounts reclassified out of accumulated other comprehensive loss per ASU 2016-01 (b)
|
(5,020
|
)
|
—
|
|
—
|
|
|||
Net effect on other comprehensive (loss) income
|
(7,994
|
)
|
(2,669
|
)
|
(2,288
|
)
|
|||
Defined benefit plans:
|
|
|
|
||||||
Net gain (loss) arising during the period
|
325
|
|
(616
|
)
|
(232
|
)
|
|||
Related tax (expense) benefit
|
(69
|
)
|
216
|
|
81
|
|
|||
Amortization of unrecognized loss and service cost on benefit plans
|
99
|
|
96
|
|
89
|
|
|||
Related tax expense
|
(21
|
)
|
(34
|
)
|
(31
|
)
|
|||
Recognition of loss due to settlement and curtailment
|
267
|
|
242
|
|
—
|
|
|||
Related tax expense
|
(56
|
)
|
(85
|
)
|
—
|
|
|||
Amounts reclassified out of accumulated other comprehensive loss per ASU 2018-02 (a)
|
—
|
|
(754
|
)
|
—
|
|
|||
Net effect on other comprehensive income (loss)
|
545
|
|
(935
|
)
|
(93
|
)
|
|||
Cash flow hedges:
|
|
|
|
||||||
Net (loss) gain arising during the period
|
(341
|
)
|
(395
|
)
|
1,824
|
|
|||
Related tax benefit (expense)
|
72
|
|
138
|
|
(638
|
)
|
|||
Amounts reclassified out of accumulated other comprehensive loss per ASU 2018-02 (a)
|
—
|
|
200
|
|
—
|
|
|||
Net effect on other comprehensive (loss) income
|
(269
|
)
|
(57
|
)
|
1,186
|
|
|||
Total other comprehensive loss, net of tax
|
(7,718
|
)
|
(3,661
|
)
|
(1,195
|
)
|
|||
Total comprehensive income
|
$
|
38,537
|
|
$
|
34,810
|
|
$
|
29,962
|
|
|
Common Stock
|
Retained Earnings
|
Accumulated Other Comprehensive Loss
|
Treasury Stock
|
Total Stockholders' Equity
|
||||||||||
(Dollars in thousands)
|
|||||||||||||||
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
|
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
|
|
Net income
|
—
|
|
38,471
|
|
—
|
|
—
|
|
38,471
|
|
|||||
Other comprehensive loss, net of tax (a)
|
—
|
|
924
|
|
(3,661
|
)
|
—
|
|
(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
|
1,747
|
|
—
|
|
—
|
|
—
|
|
1,747
|
|
|||||
Common shares issued under employee stock purchase plan
|
109
|
|
—
|
|
—
|
|
256
|
|
365
|
|
|||||
Balance, December 31, 2017
|
$
|
345,412
|
|
$
|
134,362
|
|
$
|
(5,215
|
)
|
$
|
(15,967
|
)
|
$
|
458,592
|
|
PEOPLES BANCORP INC. AND SUBSIDIARIES
|
|||||||||||||||
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (CONTINUED)
|
|||||||||||||||
|
|
|
|
|
|
||||||||||
|
Common Stock
|
Retained Earnings
|
Accumulated Other Comprehensive Loss
|
Treasury Stock
|
Total Stockholders' Equity
|
||||||||||
(Dollars in thousands)
|
|||||||||||||||
Net income
|
—
|
|
46,255
|
|
—
|
|
—
|
|
46,255
|
|
|||||
Other comprehensive loss, net of tax (b)
|
—
|
|
5,020
|
|
(7,718
|
)
|
—
|
|
(2,698
|
)
|
|||||
Cash dividends declared
|
—
|
|
(21,578
|
)
|
—
|
|
—
|
|
(21,578
|
)
|
|||||
Exercise of stock appreciation rights
|
(2
|
)
|
—
|
|
—
|
|
2
|
|
—
|
|
|||||
Reissuance of treasury stock for common stock awards
|
(2,748
|
)
|
—
|
|
—
|
|
2,748
|
|
—
|
|
|||||
Reissuance of treasury stock for deferred compensation plan for Boards of Directors
|
—
|
|
—
|
|
—
|
|
46
|
|
46
|
|
|||||
Repurchase of treasury stock in connection with employee incentive plan and under compensation plan for Boards of Directors
|
—
|
|
—
|
|
—
|
|
(1,380
|
)
|
(1,380
|
)
|
|||||
Common shares issued under dividend reinvestment plan
|
668
|
|
—
|
|
—
|
|
—
|
|
668
|
|
|||||
Common shares issued under compensation plan for Board of Directors
|
104
|
|
—
|
|
—
|
|
194
|
|
298
|
|
|||||
Stock-based compensation
|
2,359
|
|
—
|
|
—
|
|
—
|
|
2,359
|
|
|||||
Common shares issued under employee stock purchase plan
|
123
|
|
—
|
|
—
|
|
270
|
|
393
|
|
|||||
Issuance of common shares related to acquisition of ASB Financial Corp. ("ASB")
|
40,898
|
|
—
|
|
—
|
|
—
|
|
40,898
|
|
|||||
Amounts reclassified out of retained earnings, net of tax, per ASU 2014-09 (c)
|
—
|
|
(3,713
|
)
|
—
|
|
—
|
|
(3,713
|
)
|
|||||
Balance, December 31, 2018
|
$
|
386,814
|
|
$
|
160,346
|
|
$
|
(12,933
|
)
|
$
|
(14,087
|
)
|
$
|
520,140
|
|
(Dollars in thousands)
|
2018
|
2017
|
2016
|
||||||
Operating activities:
|
|
|
|
||||||
Net income
|
$
|
46,255
|
|
$
|
38,471
|
|
$
|
31,157
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||||
Depreciation, amortization and accretion, net
|
18,204
|
|
18,142
|
|
19,169
|
|
|||
Provision for loan losses
|
5,448
|
|
3,772
|
|
3,539
|
|
|||
Bank owned life insurance income
|
(1,955
|
)
|
(1,950
|
)
|
(1,414
|
)
|
|||
Net loss (gain) on investment securities
|
146
|
|
(2,983
|
)
|
(930
|
)
|
|||
Loss on debt extinguishment
|
13
|
|
—
|
|
707
|
|
|||
Fair value adjustment on equity investment securities
|
(207
|
)
|
—
|
|
—
|
|
|||
Loans originated for sale
|
(123,134
|
)
|
(63,730
|
)
|
(69,123
|
)
|
|||
Proceeds from sales of loans
|
124,796
|
|
66,025
|
|
67,421
|
|
|||
Net gains on sales of loans
|
(2,846
|
)
|
(1,445
|
)
|
(1,047
|
)
|
|||
Deferred income tax benefit
|
(309
|
)
|
(2,779
|
)
|
(2,462
|
)
|
|||
Increase in accrued expenses
|
147
|
|
950
|
|
3,972
|
|
|||
Increase in interest receivable
|
(854
|
)
|
(807
|
)
|
(1,278
|
)
|
|||
Excess tax benefit from share-based payments
|
—
|
|
—
|
|
(26
|
)
|
|||
(Decrease) increase in other assets
|
(533
|
)
|
6,050
|
|
6,974
|
|
|||
Other, net
|
10,072
|
|
1,311
|
|
3,999
|
|
|||
Net cash provided by operating activities
|
75,243
|
|
61,027
|
|
60,658
|
|
|||
Investing activities:
|
|
|
|
||||||
Available-for-sale investment securities:
|
|
|
|
||||||
Purchases
|
(137,818
|
)
|
(180,109
|
)
|
(166,241
|
)
|
|||
Proceeds from sales
|
14,489
|
|
8,355
|
|
30,734
|
|
|||
Proceeds from principal payments, calls and prepayments
|
122,986
|
|
143,000
|
|
127,824
|
|
|||
Held-to-maturity investment securities:
|
|
|
|
||||||
Purchases
|
—
|
|
(1,310
|
)
|
—
|
|
|||
Proceeds from principal payments
|
4,281
|
|
3,142
|
|
2,167
|
|
|||
Other investment securities:
|
|
|
|
||||||
Purchases
|
(2,689
|
)
|
—
|
|
—
|
|
|||
Proceeds from sales
|
7,622
|
|
—
|
|
—
|
|
|||
Net increase in loans held for investment
|
(134,071
|
)
|
(130,397
|
)
|
(148,951
|
)
|
|||
Net expenditures for premises and equipment
|
(4,531
|
)
|
(4,865
|
)
|
(5,436
|
)
|
|||
Proceeds from sales of other real estate owned
|
278
|
|
556
|
|
240
|
|
|||
Purchase of bank owned life insurance
|
—
|
|
—
|
|
(35,000
|
)
|
|||
Business acquisitions, net of cash received
|
4,695
|
|
(1,069
|
)
|
(244
|
)
|
|||
(Investment in) return of limited partnership and tax credit funds
|
(5,398
|
)
|
9
|
|
(3,451
|
)
|
|||
Net cash used in investing activities
|
(130,156
|
)
|
(162,688
|
)
|
(198,358
|
)
|
|||
Financing activities:
|
|
|
|
||||||
Net increase (decrease) in non-interest-bearing deposits
|
22,380
|
|
(178,411
|
)
|
16,482
|
|
|||
Net increase (decrease) in interest-bearing deposits
|
3,449
|
|
398,991
|
|
(42,655
|
)
|
|||
Net increase (decrease) in short-term borrowings
|
61,883
|
|
(146,721
|
)
|
145,221
|
|
|||
Proceeds from long-term borrowings
|
—
|
|
55,000
|
|
55,000
|
|
|||
Payments on long-term borrowings
|
(4,591
|
)
|
(5,738
|
)
|
(24,361
|
)
|
|||
Cash dividends paid
|
(20,915
|
)
|
(14,706
|
)
|
(11,173
|
)
|
|||
Repurchase of treasury stock under share repurchase program
|
—
|
|
—
|
|
(4,965
|
)
|
|||
Repurchase of treasury stock in connection with employee incentive program and compensation plan for Boards of Directors to be held as treasury stock
|
(1,380
|
)
|
(508
|
)
|
(515
|
)
|
|||
Proceeds from issuance of common shares
|
25
|
|
9
|
|
18
|
|
|||
Contingent consideration payments made after a business combination
|
(520
|
)
|
(207
|
)
|
(347
|
)
|
|||
Excess tax benefit from share-based payments
|
—
|
|
—
|
|
26
|
|
|||
Net cash provided by financing activities
|
60,331
|
|
107,709
|
|
132,731
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
5,418
|
|
6,048
|
|
(4,969
|
)
|
|||
Cash and cash equivalents at beginning of period
|
72,194
|
|
66,146
|
|
71,115
|
|
|||
Cash and cash equivalents at end of period
|
$
|
77,612
|
|
$
|
72,194
|
|
$
|
66,146
|
|
Supplemental cash flow information:
|
|
|
|
||||||
Interest paid
|
$
|
19,920
|
|
$
|
13,001
|
|
$
|
10,756
|
|
Income taxes paid
|
$
|
6,135
|
|
$
|
14,036
|
|
$
|
11,890
|
|
Supplemental noncash disclosures:
|
|
|
|
||||||
Transfers from loans to other real estate owned
|
$
|
90
|
|
$
|
219
|
|
$
|
202
|
|
Available-for-sale investment security sales settled in a subsequent period
|
$
|
—
|
|
$
|
229
|
|
$
|
—
|
|
|
Recurring Fair Value Measurements at Reporting Date
|
||||||||||||||||||
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||
(Dollars in thousands)
|
Level 1
|
Level 2
|
Level 3
|
|
Level 1
|
Level 2
|
Level 3
|
||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||||||
Available-for-sale investment securities:
|
|
|
|
|
|
|
|
||||||||||||
Obligations of:
|
|
|
|
|
|
|
|
||||||||||||
States and political subdivisions
|
$
|
—
|
|
$
|
88,587
|
|
$
|
—
|
|
|
$
|
—
|
|
$
|
101,569
|
|
$
|
—
|
|
Residential mortgage-backed securities
|
—
|
|
692,608
|
|
—
|
|
|
—
|
|
673,664
|
|
—
|
|
||||||
Commercial mortgage-backed securities
|
—
|
|
6,707
|
|
—
|
|
|
—
|
|
6,976
|
|
—
|
|
||||||
Bank-issued trust preferred securities
|
—
|
|
3,989
|
|
—
|
|
|
—
|
|
5,129
|
|
—
|
|
||||||
Equity investment securities (a)
|
—
|
|
—
|
|
—
|
|
|
7,694
|
|
155
|
|
—
|
|
||||||
Total available-for-sale securities
|
$
|
—
|
|
$
|
791,891
|
|
$
|
—
|
|
|
$
|
7,694
|
|
$
|
787,493
|
|
$
|
—
|
|
Equity investment securities (a)
|
$
|
94
|
|
$
|
183
|
|
$
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Derivative assets (b)
|
—
|
|
4,544
|
|
—
|
|
|
—
|
|
4,594
|
|
—
|
|
||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||||||
Derivative liabilities (c)
|
$
|
—
|
|
$
|
3,562
|
|
$
|
—
|
|
|
$
|
—
|
|
$
|
3,241
|
|
$
|
—
|
|
|
Non-Recurring Fair Value Measurements at Reporting Date
|
||||||||||||||||||
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||
(Dollars in thousands)
|
Level 1
|
Level 2
|
Level 3
|
|
Level 1
|
Level 2
|
Level 3
|
||||||||||||
Impaired loans
|
$
|
—
|
|
$
|
—
|
|
$
|
24,129
|
|
|
$
|
—
|
|
$
|
—
|
|
$
|
20,602
|
|
OREO
|
—
|
|
—
|
|
94
|
|
|
—
|
|
—
|
|
208
|
|
|
Fair Value Measurements of Other Financial Instruments
|
|||||||||||||
(Dollars in thousands)
|
Fair Value Hierarchy Level
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||
Carrying Amount
|
Fair Value
|
|
Carrying Amount
|
Fair Value
|
||||||||||
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
1
|
$
|
77,612
|
|
$
|
77,612
|
|
|
$
|
72,194
|
|
$
|
72,194
|
|
Held-to-maturity investment securities:
|
|
|
|
|
|
|
||||||||
Obligations of:
|
|
|
|
|
|
|
||||||||
States and political subdivisions
|
2
|
4,403
|
|
4,896
|
|
|
3,810
|
|
4,417
|
|
||||
Residential mortgage-backed securities
|
2
|
29,044
|
|
28,603
|
|
|
32,487
|
|
32,227
|
|
||||
Commercial mortgage-backed securities
|
2
|
3,514
|
|
3,464
|
|
|
4,631
|
|
4,569
|
|
||||
Total held-to-maturity securities
|
|
36,961
|
|
36,963
|
|
|
40,928
|
|
41,213
|
|
||||
Other investment securities:
|
|
|
|
|
|
|
||||||||
FHLB stock
|
2
|
29,367
|
|
29,367
|
|
|
28,132
|
|
28,132
|
|
||||
FRB stock
|
2
|
12,294
|
|
12,294
|
|
|
10,179
|
|
10,179
|
|
||||
Nonqualified deferred compensation (a)
|
2
|
987
|
|
987
|
|
|
—
|
|
—
|
|
||||
Federal Home Loan Mortgage Corp ("FHLMC") stock
|
2
|
60
|
|
60
|
|
|
60
|
|
60
|
|
||||
Other investment securities (b)
|
|
42,708
|
|
42,708
|
|
|
38,371
|
|
38,371
|
|
||||
Net loans
|
3
|
2,708,583
|
|
2,907,537
|
|
|
2,338,344
|
|
2,274,194
|
|
||||
Loans held for sale
|
2
|
5,470
|
|
5,492
|
|
|
2,510
|
|
2,569
|
|
||||
Bank owned life insurance
|
3
|
68,934
|
|
68,934
|
|
|
62,176
|
|
62,176
|
|
||||
Servicing rights (c)
|
3
|
2,655
|
|
4,568
|
|
|
2,305
|
|
3,866
|
|
||||
Financial liabilities:
|
|
|
|
|
|
|
||||||||
Deposits
|
2
|
$
|
2,955,465
|
|
$
|
2,953,452
|
|
|
$
|
2,730,330
|
|
$
|
2,730,071
|
|
Short-term borrowings
|
2
|
356,198
|
|
349,994
|
|
|
209,491
|
|
209,628
|
|
||||
Long-term borrowings
|
2
|
109,644
|
|
101,736
|
|
|
144,019
|
|
142,108
|
|
(c)
|
Included in other intangible assets on the Consolidated Balance Sheets. Servicing rights are carried at the lower of cost or market value.
|
(Dollars in thousands)
|
Amortized Cost
|
Gross Unrealized Gains
|
Gross Unrealized Losses
|
Fair Value
|
||||||||
2018
|
|
|
|
|
||||||||
Obligations of:
|
|
|
|
|
||||||||
States and political subdivisions
|
$
|
88,358
|
|
$
|
787
|
|
$
|
(558
|
)
|
$
|
88,587
|
|
Residential mortgage-backed securities
|
705,289
|
|
2,720
|
|
(15,401
|
)
|
692,608
|
|
||||
Commercial mortgage-backed securities
|
6,812
|
|
—
|
|
(105
|
)
|
6,707
|
|
||||
Bank-issued trust preferred securities
|
4,196
|
|
75
|
|
(282
|
)
|
3,989
|
|
||||
Total available-for-sale securities
|
$
|
804,655
|
|
$
|
3,582
|
|
$
|
(16,346
|
)
|
$
|
791,891
|
|
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 investment securities (a)
|
1,394
|
|
6,520
|
|
(65
|
)
|
7,849
|
|
||||
Total available-for-sale securities
|
$
|
797,732
|
|
$
|
11,040
|
|
$
|
(13,585
|
)
|
$
|
795,187
|
|
(Dollars in thousands)
|
2018
|
2017
|
2016
|
||||||
Gross gains realized
|
$
|
6
|
|
$
|
2,999
|
|
$
|
933
|
|
Gross losses realized
|
152
|
|
16
|
|
3
|
|
|||
Net (loss) gain realized
|
$
|
(146
|
)
|
$
|
2,983
|
|
$
|
930
|
|
|
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
|
||||||||||||||
2018
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Obligations of:
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
States and political subdivisions
|
$
|
10,173
|
|
$
|
18
|
|
17
|
|
|
$
|
19,918
|
|
$
|
540
|
|
20
|
|
|
$
|
30,091
|
|
$
|
558
|
|
Residential mortgage-backed securities
|
47,562
|
|
226
|
|
50
|
|
|
517,335
|
|
15,175
|
|
170
|
|
|
564,897
|
|
15,401
|
|
||||||
Commercial mortgage-backed securities
|
—
|
|
—
|
|
—
|
|
|
6,707
|
|
105
|
|
3
|
|
|
6,707
|
|
105
|
|
||||||
Bank-issued trust preferred securities
|
—
|
|
—
|
|
—
|
|
|
1,718
|
|
282
|
|
2
|
|
|
1,718
|
|
282
|
|
||||||
Total
|
$
|
57,735
|
|
$
|
244
|
|
67
|
|
|
$
|
545,678
|
|
$
|
16,102
|
|
195
|
|
|
$
|
603,413
|
|
$
|
16,346
|
|
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 investment securities (a)
|
276
|
|
1
|
|
1
|
|
|
112
|
|
64
|
|
1
|
|
|
388
|
|
65
|
|
||||||
Total
|
$
|
294,746
|
|
$
|
3,575
|
|
97
|
|
|
$
|
301,298
|
|
$
|
10,010
|
|
94
|
|
|
$
|
596,044
|
|
$
|
13,585
|
|
(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
|
$
|
891
|
|
$
|
15,910
|
|
$
|
23,094
|
|
$
|
48,463
|
|
$
|
88,358
|
|
Residential mortgage-backed securities
|
782
|
|
12,194
|
|
51,284
|
|
641,029
|
|
705,289
|
|
|||||
Commercial mortgage-backed securities
|
—
|
|
5,666
|
|
—
|
|
1,146
|
|
6,812
|
|
|||||
Bank-issued trust preferred securities
|
—
|
|
—
|
|
4,196
|
|
—
|
|
4,196
|
|
|||||
Total available-for-sale securities
|
$
|
1,673
|
|
$
|
33,770
|
|
$
|
78,574
|
|
$
|
690,638
|
|
$
|
804,655
|
|
Fair value
|
|
|
|
|
|
||||||||||
Obligations of:
|
|
|
|
|
|
||||||||||
States and political subdivisions
|
$
|
888
|
|
$
|
15,900
|
|
$
|
23,188
|
|
$
|
48,611
|
|
$
|
88,587
|
|
Residential mortgage-backed securities
|
778
|
|
12,031
|
|
50,164
|
|
629,635
|
|
692,608
|
|
|||||
Commercial mortgage-backed securities
|
—
|
|
5,587
|
|
—
|
|
1,120
|
|
6,707
|
|
|||||
Bank-issued trust preferred securities
|
—
|
|
—
|
|
3,989
|
|
—
|
|
3,989
|
|
|||||
Total available-for-sale securities
|
$
|
1,666
|
|
$
|
33,518
|
|
$
|
77,341
|
|
$
|
679,366
|
|
$
|
791,891
|
|
Total weighted-average yield
|
2.26
|
%
|
2.35
|
%
|
2.77
|
%
|
2.93
|
%
|
2.89
|
%
|
(Dollars in thousands)
|
Amortized Cost
|
Gross Unrealized Gains
|
Gross Unrealized Losses
|
Fair Value
|
||||||||
2018
|
|
|
|
|
||||||||
Obligations of:
|
|
|
|
|
||||||||
States and political subdivisions
|
$
|
4,403
|
|
$
|
493
|
|
$
|
—
|
|
$
|
4,896
|
|
Residential mortgage-backed securities
|
29,044
|
|
191
|
|
(632
|
)
|
28,603
|
|
||||
Commercial mortgage-backed securities
|
3,514
|
|
—
|
|
(50
|
)
|
3,464
|
|
||||
Total held-to-maturity securities
|
$
|
36,961
|
|
$
|
684
|
|
$
|
(682
|
)
|
$
|
36,963
|
|
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
|
|
|
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
|
||||||||||||||
2018
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Residential mortgage-backed securities
|
$
|
—
|
|
$
|
—
|
|
—
|
|
|
$
|
13,102
|
|
$
|
632
|
|
5
|
|
|
$
|
13,102
|
|
$
|
632
|
|
Commercial mortgage-backed securities
|
—
|
|
—
|
|
—
|
|
|
3,464
|
|
50
|
|
1
|
|
|
3,464
|
|
50
|
|
||||||
Total
|
$
|
—
|
|
$
|
—
|
|
—
|
|
|
$
|
16,566
|
|
$
|
682
|
|
6
|
|
|
$
|
16,566
|
|
$
|
682
|
|
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
|
|
(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
|
$
|
—
|
|
$
|
308
|
|
$
|
2,982
|
|
$
|
1,113
|
|
$
|
4,403
|
|
Residential mortgage-backed securities
|
—
|
|
422
|
|
8,027
|
|
20,595
|
|
29,044
|
|
|||||
Commercial mortgage-backed securities
|
—
|
|
—
|
|
—
|
|
3,514
|
|
3,514
|
|
|||||
Total held-to-maturity securities
|
$
|
—
|
|
$
|
730
|
|
$
|
11,009
|
|
$
|
25,222
|
|
$
|
36,961
|
|
Fair value
|
|
|
|
|
|
||||||||||
Obligations of:
|
|
|
|
|
|
||||||||||
States and political subdivisions
|
$
|
—
|
|
$
|
308
|
|
$
|
3,466
|
|
$
|
1,122
|
|
$
|
4,896
|
|
Residential mortgage-backed securities
|
—
|
|
416
|
|
8,163
|
|
20,024
|
|
28,603
|
|
|||||
Commercial mortgage-backed securities
|
—
|
|
—
|
|
—
|
|
3,464
|
|
3,464
|
|
|||||
Total held-to-maturity securities
|
$
|
—
|
|
$
|
724
|
|
$
|
11,629
|
|
$
|
24,610
|
|
$
|
36,963
|
|
Total weighted-average yield
|
—
|
%
|
2.43
|
%
|
2.89
|
%
|
2.78
|
%
|
2.80
|
%
|
(Dollars in thousands)
|
2018
|
2017
|
||||
FHLB stock
|
$
|
29,367
|
|
$
|
28,132
|
|
FRB stock
|
12,294
|
|
10,179
|
|
||
Nonqualified deferred compensation
|
987
|
|
—
|
|
||
Equity investment securities (a)
|
277
|
|
—
|
|
||
FHLMC stock
|
60
|
|
60
|
|
||
Other investment securities
|
$
|
42,985
|
|
$
|
38,371
|
|
(Dollars in thousands)
|
2018
|
2017
|
||||
Originated loans:
|
|
|
||||
Commercial real estate, construction
|
$
|
124,013
|
|
$
|
107,118
|
|
Commercial real estate, other
|
632,200
|
|
595,447
|
|
||
Commercial real estate
|
756,213
|
|
702,565
|
|
||
Commercial and industrial
|
530,207
|
|
438,051
|
|
||
Residential real estate
|
296,860
|
|
304,523
|
|
||
Home equity lines of credit
|
93,326
|
|
88,902
|
|
||
Consumer, indirect
|
407,167
|
|
340,390
|
|
||
Consumer, direct
|
71,674
|
|
67,010
|
|
||
Consumer
|
478,841
|
|
407,400
|
|
||
Deposit account overdrafts
|
583
|
|
849
|
|
||
Total originated loans
|
$
|
2,156,030
|
|
$
|
1,942,290
|
|
Acquired loans:
|
|
|
||||
Commercial real estate, construction
|
$
|
12,404
|
|
$
|
8,319
|
|
Commercial real estate, other
|
184,711
|
|
165,120
|
|
||
Commercial real estate
|
197,115
|
|
173,439
|
|
||
Commercial and industrial
|
35,537
|
|
34,493
|
|
||
Residential real estate
|
296,937
|
|
184,864
|
|
||
Home equity lines of credit
|
40,653
|
|
20,575
|
|
||
Consumer, indirect
|
136
|
|
329
|
|
||
Consumer, direct
|
2,370
|
|
1,147
|
|
||
Consumer
|
2,506
|
|
1,476
|
|
||
Total acquired loans
|
$
|
572,748
|
|
$
|
414,847
|
|
Total loans
|
$
|
2,728,778
|
|
$
|
2,357,137
|
|
(Dollars in thousands)
|
2018
|
2017
|
||||
Commercial real estate
|
$
|
11,955
|
|
$
|
8,117
|
|
Commercial and industrial
|
1,287
|
|
767
|
|
||
Residential real estate
|
20,062
|
|
19,532
|
|
||
Consumer
|
58
|
|
33
|
|
||
Total outstanding balance
|
$
|
33,362
|
|
$
|
28,449
|
|
Net carrying amount
|
$
|
22,475
|
|
$
|
19,564
|
|
(Dollars in thousands)
|
2018
|
2017
|
||||
Balance, beginning of period
|
$
|
6,704
|
|
$
|
7,132
|
|
Reclassification from nonaccretable to accretable
|
2,019
|
|
1,285
|
|
||
Additions:
|
|
|
||||
ASB
|
2,047
|
|
—
|
|
||
Accretion
|
(1,815
|
)
|
(1,713
|
)
|
||
Balance, December 31
|
$
|
8,955
|
|
$
|
6,704
|
|
|
|
|
|
Accruing Loans
90+ Days Past Due
|
|||||||||
|
Nonaccrual Loans
|
|
|||||||||||
(Dollars in thousands)
|
2018
|
2017
|
|
2018
|
2017
|
||||||||
Originated loans:
|
|
|
|
|
|
||||||||
Commercial real estate, construction
|
$
|
710
|
|
$
|
754
|
|
|
$
|
—
|
|
$
|
—
|
|
Commercial real estate, other
|
6,565
|
|
6,877
|
|
|
786
|
|
—
|
|
||||
Commercial real estate
|
7,275
|
|
7,631
|
|
|
786
|
|
—
|
|
||||
Commercial and industrial
|
1,673
|
|
739
|
|
|
—
|
|
—
|
|
||||
Residential real estate
|
4,105
|
|
3,546
|
|
|
398
|
|
548
|
|
||||
Home equity lines of credit
|
596
|
|
550
|
|
|
7
|
|
50
|
|
||||
Consumer, indirect
|
480
|
|
256
|
|
|
—
|
|
—
|
|
||||
Consumer, direct
|
56
|
|
39
|
|
|
—
|
|
16
|
|
||||
Consumer
|
536
|
|
295
|
|
|
—
|
|
16
|
|
||||
Total originated loans
|
$
|
14,185
|
|
$
|
12,761
|
|
|
$
|
1,191
|
|
$
|
614
|
|
Acquired loans:
|
|
|
|
|
|
||||||||
Commercial real estate, other
|
$
|
319
|
|
$
|
192
|
|
|
$
|
15
|
|
$
|
215
|
|
Commercial and industrial
|
36
|
|
259
|
|
|
18
|
|
45
|
|
||||
Residential real estate
|
1,921
|
|
2,168
|
|
|
1,032
|
|
730
|
|
||||
Home equity lines of credit
|
637
|
|
312
|
|
|
—
|
|
22
|
|
||||
Total acquired loans
|
$
|
2,913
|
|
$
|
2,931
|
|
|
$
|
1,065
|
|
$
|
1,012
|
|
Total loans
|
$
|
17,098
|
|
$
|
15,692
|
|
|
$
|
2,256
|
|
$
|
1,626
|
|
|
Loans Past Due
|
|
Current
|
Total
|
|||||||||||||||
(Dollars in thousands)
|
30 - 59 days
|
60 - 89 days
|
90 + Days
|
Total
|
|
||||||||||||||
2018
|
|
|
|
|
|
|
|
||||||||||||
Originated loans:
|
|
|
|
|
|
|
|
||||||||||||
Commercial real estate, construction
|
$
|
—
|
|
$
|
—
|
|
$
|
710
|
|
$
|
710
|
|
|
$
|
123,303
|
|
$
|
124,013
|
|
Commercial real estate, other
|
12
|
|
736
|
|
7,151
|
|
7,899
|
|
|
624,301
|
|
632,200
|
|
||||||
Commercial real estate
|
12
|
|
736
|
|
7,861
|
|
8,609
|
|
|
747,604
|
|
756,213
|
|
||||||
Commercial and industrial
|
1,678
|
|
3,520
|
|
1,297
|
|
6,495
|
|
|
523,712
|
|
530,207
|
|
||||||
Residential real estate
|
4,457
|
|
1,319
|
|
2,595
|
|
8,371
|
|
|
288,489
|
|
296,860
|
|
||||||
Home equity lines of credit
|
531
|
|
30
|
|
431
|
|
992
|
|
|
92,334
|
|
93,326
|
|
||||||
Consumer, indirect
|
3,266
|
|
488
|
|
165
|
|
3,919
|
|
|
403,248
|
|
407,167
|
|
||||||
Consumer, direct
|
308
|
|
50
|
|
42
|
|
400
|
|
|
71,274
|
|
71,674
|
|
||||||
Consumer
|
3,574
|
|
538
|
|
207
|
|
4,319
|
|
|
474,522
|
|
478,841
|
|
||||||
Deposit account overdrafts
|
—
|
|
—
|
|
—
|
|
—
|
|
|
583
|
|
583
|
|
||||||
Total originated loans
|
$
|
10,252
|
|
$
|
6,143
|
|
$
|
12,391
|
|
$
|
28,786
|
|
|
$
|
2,127,244
|
|
$
|
2,156,030
|
|
|
Loans Past Due
|
|
Current
|
Total
|
|||||||||||||||
(Dollars in thousands)
|
30 - 59 days
|
60 - 89 days
|
90 + Days
|
Total
|
|
||||||||||||||
2018
|
|
|
|
|
|
|
|
||||||||||||
Acquired loans:
|
|
|
|
|
|
|
|
||||||||||||
Commercial real estate, construction
|
$
|
511
|
|
$
|
—
|
|
$
|
—
|
|
$
|
511
|
|
|
$
|
11,893
|
|
$
|
12,404
|
|
Commercial real estate, other
|
523
|
|
457
|
|
233
|
|
1,213
|
|
|
183,498
|
|
184,711
|
|
||||||
Commercial real estate
|
1,034
|
|
457
|
|
233
|
|
1,724
|
|
|
195,391
|
|
197,115
|
|
||||||
Commercial and industrial
|
111
|
|
13
|
|
18
|
|
142
|
|
|
35,395
|
|
35,537
|
|
||||||
Residential real estate
|
6,124
|
|
1,823
|
|
1,885
|
|
9,832
|
|
|
287,105
|
|
296,937
|
|
||||||
Home equity lines of credit
|
238
|
|
233
|
|
534
|
|
1,005
|
|
|
39,648
|
|
40,653
|
|
||||||
Consumer, indirect
|
—
|
|
—
|
|
—
|
|
—
|
|
|
136
|
|
136
|
|
||||||
Consumer, direct
|
23
|
|
6
|
|
—
|
|
29
|
|
|
2,341
|
|
2,370
|
|
||||||
Consumer
|
23
|
|
6
|
|
—
|
|
29
|
|
|
2,477
|
|
2,506
|
|
||||||
Total acquired loans
|
$
|
7,530
|
|
$
|
2,532
|
|
$
|
2,670
|
|
$
|
12,732
|
|
|
$
|
560,016
|
|
$
|
572,748
|
|
Total loans
|
$
|
17,782
|
|
$
|
8,675
|
|
$
|
15,061
|
|
$
|
41,518
|
|
|
$
|
2,687,260
|
|
$
|
2,728,778
|
|
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, direct
|
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
|
|
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, direct
|
10
|
|
11
|
|
—
|
|
21
|
|
|
1,126
|
|
1,147
|
|
||||||
Consumer
|
13
|
|
11
|
|
—
|
|
24
|
|
|
1,452
|
|
1,476
|
|
||||||
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
|
|
|
Pass Rated
|
Special Mention
|
Substandard
|
Doubtful
|
Not
Rated
|
Total
|
||||||||||||
(Dollars in thousands)
|
(Grades 1 - 4)
|
(Grade 5)
|
(Grade 6)
|
(Grade 7)
|
||||||||||||||
2018
|
|
|
|
|
|
|
||||||||||||
Originated loans:
|
|
|
|
|
|
|
||||||||||||
Commercial real estate, construction
|
$
|
121,457
|
|
$
|
—
|
|
$
|
1,472
|
|
$
|
—
|
|
$
|
1,084
|
|
$
|
124,013
|
|
Commercial real estate, other
|
612,099
|
|
10,898
|
|
9,203
|
|
—
|
|
—
|
|
632,200
|
|
||||||
Commercial real estate
|
733,556
|
|
10,898
|
|
10,675
|
|
—
|
|
1,084
|
|
756,213
|
|
||||||
Commercial and industrial
|
476,290
|
|
45,990
|
|
7,692
|
|
—
|
|
235
|
|
530,207
|
|
||||||
Residential real estate
|
14,229
|
|
500
|
|
11,971
|
|
409
|
|
269,751
|
|
296,860
|
|
||||||
Home equity lines of credit
|
453
|
|
—
|
|
—
|
|
—
|
|
92,873
|
|
93,326
|
|
||||||
Consumer, indirect
|
8
|
|
—
|
|
—
|
|
—
|
|
407,159
|
|
407,167
|
|
||||||
Consumer, direct
|
30
|
|
—
|
|
—
|
|
—
|
|
71,644
|
|
71,674
|
|
||||||
Consumer
|
38
|
|
—
|
|
—
|
|
—
|
|
478,803
|
|
478,841
|
|
||||||
Deposit account overdrafts
|
—
|
|
—
|
|
—
|
|
—
|
|
583
|
|
583
|
|
||||||
Total originated loans
|
$
|
1,224,566
|
|
$
|
57,388
|
|
$
|
30,338
|
|
$
|
409
|
|
$
|
843,329
|
|
$
|
2,156,030
|
|
|
Pass Rated
|
Special Mention
|
Substandard
|
Doubtful
|
Not
Rated
|
Total
|
||||||||||||
(Dollars in thousands)
|
(Grades 1 - 4)
|
(Grade 5)
|
(Grade 6)
|
(Grade 7)
|
||||||||||||||
2018
|
|
|
|
|
|
|
||||||||||||
Acquired loans:
|
|
|
|
|
|
|
||||||||||||
Commercial real estate, construction
|
$
|
8,976
|
|
$
|
1,795
|
|
$
|
1,633
|
|
$
|
—
|
|
$
|
—
|
|
$
|
12,404
|
|
Commercial real estate, other
|
169,260
|
|
7,241
|
|
8,114
|
|
96
|
|
—
|
|
184,711
|
|
||||||
Commercial real estate
|
178,236
|
|
9,036
|
|
9,747
|
|
96
|
|
—
|
|
197,115
|
|
||||||
Commercial and industrial
|
32,471
|
|
2,008
|
|
1,058
|
|
—
|
|
—
|
|
35,537
|
|
||||||
Residential real estate
|
17,370
|
|
1,938
|
|
2,033
|
|
137
|
|
275,459
|
|
296,937
|
|
||||||
Home equity lines of credit
|
33
|
|
—
|
|
—
|
|
—
|
|
40,620
|
|
40,653
|
|
||||||
Consumer, indirect
|
4
|
|
—
|
|
—
|
|
—
|
|
132
|
|
136
|
|
||||||
Consumer, direct
|
31
|
|
—
|
|
—
|
|
—
|
|
2,339
|
|
2,370
|
|
||||||
Consumer
|
35
|
|
—
|
|
—
|
|
—
|
|
2,471
|
|
2,506
|
|
||||||
Total acquired loans
|
$
|
228,145
|
|
$
|
12,982
|
|
$
|
12,838
|
|
$
|
233
|
|
$
|
318,550
|
|
$
|
572,748
|
|
Total loans
|
$
|
1,452,711
|
|
$
|
70,370
|
|
$
|
43,176
|
|
$
|
642
|
|
$
|
1,161,879
|
|
$
|
2,728,778
|
|
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, direct
|
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
|
|
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, direct
|
35
|
|
—
|
|
—
|
|
—
|
|
1,112
|
|
1,147
|
|
||||||
Consumer
|
47
|
|
—
|
|
—
|
|
—
|
|
1,429
|
|
1,476
|
|
||||||
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
|
|
|
Unpaid
Principal
Balance
|
Recorded Investment
|
Total
Recorded Investment
|
|
Average
Recorded
Investment
|
Interest
Income
Recognized
|
|||||||||||||||
|
With
|
Without
|
Related
Allowance
|
||||||||||||||||||
(Dollars in thousands)
|
Allowance
|
Allowance
|
|||||||||||||||||||
2018
|
|
|
|
|
|
|
|
||||||||||||||
Commercial real estate, construction
|
$
|
2,376
|
|
$
|
—
|
|
$
|
2,376
|
|
$
|
2,376
|
|
$
|
—
|
|
$
|
1,732
|
|
$
|
74
|
|
Commercial real estate, other
|
15,464
|
|
274
|
|
14,946
|
|
15,220
|
|
119
|
|
14,043
|
|
455
|
|
|||||||
Commercial real estate
|
17,840
|
|
274
|
|
17,322
|
|
17,596
|
|
119
|
|
15,775
|
|
529
|
|
|||||||
Commercial and industrial
|
3,305
|
|
790
|
|
2,436
|
|
3,226
|
|
157
|
|
2,423
|
|
72
|
|
|||||||
Residential real estate
|
25,990
|
|
644
|
|
24,034
|
|
24,678
|
|
154
|
|
22,769
|
|
1,134
|
|
|||||||
Home equity lines of credit
|
2,291
|
|
424
|
|
1,869
|
|
2,293
|
|
73
|
|
1,832
|
|
109
|
|
|||||||
Consumer, indirect
|
496
|
|
—
|
|
503
|
|
503
|
|
—
|
|
278
|
|
15
|
|
|||||||
Consumer, direct
|
79
|
|
22
|
|
57
|
|
79
|
|
6
|
|
63
|
|
20
|
|
|||||||
Consumer
|
575
|
|
22
|
|
560
|
|
582
|
|
6
|
|
341
|
|
35
|
|
|||||||
Total
|
$
|
50,001
|
|
$
|
2,154
|
|
$
|
46,221
|
|
$
|
48,375
|
|
$
|
509
|
|
$
|
43,140
|
|
$
|
1,879
|
|
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, direct
|
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
|
|
(Dollars in thousands)
|
Commercial Real Estate
|
Commercial and Industrial
|
Residential Real Estate
|
Home Equity Lines of Credit
|
Consumer, indirect
|
Consumer, direct
|
Deposit Account Overdrafts
|
Total
|
||||||||||||||||
Balance, January 1, 2018
|
$
|
7,797
|
|
$
|
5,813
|
|
$
|
904
|
|
$
|
693
|
|
$
|
2,944
|
|
$
|
464
|
|
$
|
70
|
|
$
|
18,685
|
|
Charge-offs
|
(849
|
)
|
(38
|
)
|
(355
|
)
|
(107
|
)
|
(2,515
|
)
|
(358
|
)
|
(965
|
)
|
(5,187
|
)
|
||||||||
Recoveries
|
60
|
|
18
|
|
232
|
|
14
|
|
474
|
|
140
|
|
205
|
|
1,143
|
|
||||||||
Net charge-offs
|
(789
|
)
|
(20
|
)
|
(123
|
)
|
(93
|
)
|
(2,041
|
)
|
(218
|
)
|
(760
|
)
|
(4,044
|
)
|
||||||||
Provision for loan losses
|
995
|
|
385
|
|
433
|
|
18
|
|
2,311
|
|
105
|
|
771
|
|
5,018
|
|
||||||||
Balance, December 31, 2018
|
$
|
8,003
|
|
$
|
6,178
|
|
$
|
1,214
|
|
$
|
618
|
|
$
|
3,214
|
|
$
|
351
|
|
$
|
81
|
|
$
|
19,659
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Period-end amount allocated to:
|
|
|
|
|
|
|
|
|||||||||||||||||
Loans individually evaluated for impairment
|
$
|
119
|
|
$
|
157
|
|
$
|
154
|
|
$
|
73
|
|
$
|
—
|
|
$
|
6
|
|
$
|
—
|
|
$
|
509
|
|
Loans collectively evaluated for impairment
|
7,884
|
|
6,021
|
|
1,060
|
|
545
|
|
3,214
|
|
345
|
|
81
|
|
19,150
|
|
||||||||
Balance, December 31, 2018
|
$
|
8,003
|
|
$
|
6,178
|
|
$
|
1,214
|
|
$
|
618
|
|
$
|
3,214
|
|
$
|
351
|
|
$
|
81
|
|
$
|
19,659
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
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
|
(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
|
|
(Dollars in thousands)
|
2018
|
2017
|
||||
Nonimpaired loans:
|
|
|
||||
Balance, January 1
|
$
|
—
|
|
$
|
—
|
|
Provision for loan losses
|
383
|
|
—
|
|
||
Balance, December 31
|
$
|
383
|
|
$
|
—
|
|
|
|
|
||||
Purchased credit impaired loans:
|
|
|
||||
Balance, January 1
|
$
|
108
|
|
$
|
233
|
|
Charge-offs
|
(2
|
)
|
(7
|
)
|
||
Provision for (recovery of) loan losses
|
47
|
|
(118
|
)
|
||
Balance, December 31
|
$
|
153
|
|
$
|
108
|
|
(Dollars in thousands)
|
|
2018
|
|
2017
|
||||
Land
|
|
$
|
13,776
|
|
|
$
|
12,871
|
|
Building and premises
|
|
68,245
|
|
|
61,729
|
|
||
Furniture, fixtures and equipment
|
|
28,523
|
|
|
27,137
|
|
||
Total bank premises and equipment
|
|
110,544
|
|
|
101,737
|
|
||
Accumulated depreciation
|
|
(54,002
|
)
|
|
(49,227
|
)
|
||
Net book value
|
|
$
|
56,542
|
|
|
$
|
52,510
|
|
(Dollars in thousands)
|
2018
|
2017
|
||||
Goodwill, beginning of year
|
$
|
133,111
|
|
$
|
132,631
|
|
Goodwill recorded from acquisitions
|
18,134
|
|
480
|
|
||
Goodwill, end of year
|
$
|
151,245
|
|
$
|
133,111
|
|
(Dollars in thousands)
|
Core Deposits
|
|
Customer Relationships
|
|
Total
|
||||||
2018
|
|
|
|
|
|
||||||
Gross intangibles
|
$
|
15,636
|
|
|
$
|
7,480
|
|
|
$
|
23,116
|
|
Intangibles recorded from acquisitions
|
2,363
|
|
|
—
|
|
|
2,363
|
|
|||
Accumulated amortization
|
(12,540
|
)
|
|
(4,754
|
)
|
|
(17,294
|
)
|
|||
Total acquisition-related intangibles
|
$
|
5,459
|
|
|
$
|
2,726
|
|
|
$
|
8,185
|
|
Servicing rights
|
|
|
|
|
2,655
|
|
|||||
Total other intangibles
|
|
|
|
|
|
|
$
|
10,840
|
|
||
2017
|
|
|
|
|
|
||||||
Gross intangibles
|
$
|
16,150
|
|
|
$
|
5,373
|
|
|
$
|
21,523
|
|
Intangibles recorded from acquisitions
|
—
|
|
|
1,593
|
|
|
1,593
|
|
|||
Accumulated amortization
|
(10,281
|
)
|
|
(3,675
|
)
|
|
(13,956
|
)
|
|||
Total acquisition-related intangibles
|
$
|
5,869
|
|
|
$
|
3,291
|
|
|
$
|
9,160
|
|
Servicing rights
|
|
|
|
|
2,305
|
|
|||||
Total other intangibles
|
|
|
|
|
|
|
$
|
11,465
|
|
(Dollars in thousands)
|
|
Core Deposits
|
|
Customer Relationships
|
|
Total
|
||||||
2019
|
|
$
|
1,999
|
|
|
$
|
779
|
|
|
$
|
2,778
|
|
2020
|
|
1,438
|
|
|
629
|
|
|
2,067
|
|
|||
2021
|
|
911
|
|
|
470
|
|
|
1,381
|
|
|||
2022
|
|
437
|
|
|
318
|
|
|
755
|
|
|||
2023
|
|
236
|
|
|
217
|
|
|
453
|
|
|||
Thereafter
|
|
438
|
|
|
313
|
|
|
751
|
|
|||
Total
|
|
$
|
5,459
|
|
|
$
|
2,726
|
|
|
$
|
8,185
|
|
(Dollars in thousands)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Balance, beginning of year
|
|
$
|
2,305
|
|
|
$
|
2,305
|
|
|
$
|
2,387
|
|
Amortization
|
|
(1,623
|
)
|
|
(741
|
)
|
|
(762
|
)
|
|||
Servicing rights originated
|
|
1,697
|
|
|
741
|
|
|
680
|
|
|||
Servicing rights acquired
|
|
276
|
|
|
—
|
|
|
—
|
|
|||
Balance, end of year
|
|
$
|
2,655
|
|
|
$
|
2,305
|
|
|
$
|
2,305
|
|
(Dollars in thousands)
|
2018
|
2017
|
||||
Retail CDs:
|
|
|
||||
$100,000 or more
|
$
|
182,717
|
|
$
|
149,105
|
|
Less than $100,000
|
211,618
|
|
189,568
|
|
||
Retail CDs
|
394,335
|
|
338,673
|
|
||
Interest-bearing deposit accounts
|
573,702
|
|
593,415
|
|
||
Savings accounts
|
468,500
|
|
446,714
|
|
||
Money market deposit accounts
|
379,878
|
|
371,376
|
|
||
Governmental deposit accounts
|
267,319
|
|
264,524
|
|
||
Brokered CDs
|
263,854
|
|
159,618
|
|
||
Total interest-bearing deposits
|
2,347,588
|
|
2,174,320
|
|
||
Non-interest-bearing deposits
|
607,877
|
|
556,010
|
|
||
Total deposits
|
$
|
2,955,465
|
|
$
|
2,730,330
|
|
(Dollars in thousands)
|
Retail
|
Brokered
|
Total
|
||||||
2019
|
$
|
196,849
|
|
$
|
235,421
|
|
$
|
432,270
|
|
2020
|
84,416
|
|
18,330
|
|
102,746
|
|
|||
2021
|
69,399
|
|
5,540
|
|
74,939
|
|
|||
2022
|
19,268
|
|
4,081
|
|
23,349
|
|
|||
2023
|
23,212
|
|
482
|
|
23,694
|
|
|||
Thereafter
|
1,191
|
|
—
|
|
1,191
|
|
|||
Total CDs
|
$
|
394,335
|
|
$
|
263,854
|
|
$
|
658,189
|
|
(Dollars in thousands)
|
Retail Repurchase Agreements
|
FHLB
Advances
|
National Market Repurchase Agreements
|
Other (a)
|
||||||||
2018
|
|
|
|
|
|
|
||||||
Ending balance
|
$
|
51,202
|
|
$
|
305,000
|
|
$
|
—
|
|
$
|
(4
|
)
|
Average balance
|
64,519
|
|
219,897
|
|
14,329
|
|
301
|
|
||||
Highest month-end balance
|
72,822
|
|
307,561
|
|
30,000
|
|
1,553
|
|
||||
Interest expense
|
$
|
194
|
|
$
|
4,494
|
|
$
|
527
|
|
$
|
23
|
|
Weighted-average interest rate:
|
|
|
|
|
|
|
||||||
End of year
|
0.48
|
%
|
2.32
|
%
|
—
|
%
|
—
|
%
|
||||
During the year
|
0.30
|
%
|
2.04
|
%
|
3.68
|
%
|
NM
|
|
||||
2017
|
|
|
|
|
|
|
||||||
Ending balance
|
$
|
76,899
|
|
$
|
92,592
|
|
$
|
40,000
|
|
$
|
—
|
|
Average balance
|
75,344
|
|
100,205
|
|
6,685
|
|
13
|
|
||||
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
|
%
|
1.30
|
%
|
||||
2016
|
|
|
|
|
|
|
||||||
Ending balance
|
$
|
74,607
|
|
$
|
231,000
|
|
$
|
—
|
|
$
|
—
|
|
Average balance
|
72,886
|
|
86,260
|
|
—
|
|
23
|
|
||||
Highest month-end balance
|
81,353
|
|
231,000
|
|
—
|
|
—
|
|
||||
Interest expense
|
$
|
124
|
|
$
|
384
|
|
$
|
—
|
|
$
|
—
|
|
Weighted-average interest rate:
|
|
|
|
|
|
|
||||||
End of year
|
0.17
|
%
|
0.64
|
%
|
—
|
%
|
—
|
%
|
||||
During the year
|
0.17
|
%
|
0.45
|
%
|
—
|
%
|
1.11
|
%
|
|
2018
|
|
2017
|
||||||||
(Dollars in thousands)
|
Balance
|
Weighted-
Average
Rate
|
|
Balance
|
Weighted-
Average
Rate
|
||||||
FHLB putable, non-amortizing, fixed rate advances
|
$
|
85,000
|
|
2.05
|
%
|
|
$
|
115,000
|
|
1.86
|
%
|
FHLB amortizing, fixed rate advances
|
17,361
|
|
2.09
|
%
|
|
21,939
|
|
2.02
|
%
|
||
Junior subordinated debt securities
|
7,283
|
|
7.83
|
%
|
|
7,107
|
|
4.97
|
%
|
||
Unamortized debt issuance cost
|
—
|
|
—
|
%
|
|
(27
|
)
|
—
|
%
|
||
Long-term borrowings
|
$
|
109,644
|
|
2.44
|
%
|
|
$
|
144,019
|
|
2.04
|
%
|
(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
|
(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
1.00
to
1.25
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
|
|||
2019
|
$
|
3,512
|
|
1.53
|
%
|
2020
|
25,564
|
|
1.83
|
%
|
|
2021
|
21,979
|
|
1.73
|
%
|
|
2022
|
16,521
|
|
1.95
|
%
|
|
2023
|
1,157
|
|
1.01
|
%
|
|
Thereafter
|
40,911
|
|
3.51
|
%
|
|
Long-term borrowings
|
$
|
109,644
|
|
2.44
|
%
|
|
Common Stock
|
Treasury
Stock
|
||
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
|
|
Exercise of stock options for common shares
|
—
|
|
(1,775
|
)
|
Grant of common shares
|
—
|
|
(350
|
)
|
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 Boards 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:
|
|
|
||
Grant of restricted common shares
|
—
|
|
(68,707
|
)
|
Release of restricted common shares
|
—
|
|
10,452
|
|
Cancellation of restricted common shares
|
(3,554
|
)
|
5,050
|
|
Grant of common shares
|
—
|
|
(300
|
)
|
Exercise of stock options for common shares
|
—
|
|
(266
|
)
|
Changes related to deferred compensation plan for Boards 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
|
|
Changes related to stock-based compensation awards:
|
|
|
||
Release of restricted common shares
|
—
|
|
32,082
|
|
Cancellation of restricted common shares
|
—
|
|
2,011
|
|
Exercise of stock options for common shares
|
—
|
|
(102
|
)
|
Grant of restricted common shares
|
—
|
|
(106,805
|
)
|
Grant of common shares
|
—
|
|
(16,544
|
)
|
Changes related to deferred compensation plan for Board of Directors:
|
|
|
||
Purchase of treasury stock
|
—
|
|
6,526
|
|
Sale of treasury stock
|
—
|
|
(10
|
)
|
Reissuance of treasury stock
|
—
|
|
(2,089
|
)
|
Common shares issued under dividend reinvestment plan
|
19,282
|
|
—
|
|
Common shares issued under compensation plan for Board of Directors
|
—
|
|
(4,699
|
)
|
Common shares issued under employee stock purchase plan
|
—
|
|
(11,530
|
)
|
Issuance of common shares related to acquisition of ASB
|
1,152,711
|
|
—
|
|
Shares at December 31, 2018
|
20,124,378
|
|
601,289
|
|
|
2018
|
2017
|
||||
First Quarter
|
$
|
0.26
|
|
$
|
0.20
|
|
Second Quarter
|
0.28
|
|
0.20
|
|
||
Third Quarter
|
0.28
|
|
0.22
|
|
||
Fourth Quarter
|
0.30
|
|
0.22
|
|
||
Total dividends declared
|
$
|
1.12
|
|
$
|
0.84
|
|
(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, 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
|
)
|
Reclassification adjustments to net income:
|
|
|
|
|
||||||||
Realized gain on sale of securities, net of tax
|
115
|
|
—
|
|
—
|
|
115
|
|
||||
Realized loss due to settlement and curtailment, net of tax
|
—
|
|
211
|
|
—
|
|
211
|
|
||||
Amounts reclassified out of accumulated other comprehensive loss per ASU 2016-01
|
(5,020
|
)
|
—
|
|
—
|
|
(5,020
|
)
|
||||
Other comprehensive (loss) income, net of reclassifications and tax
|
(3,089
|
)
|
334
|
|
(269
|
)
|
(3,024
|
)
|
||||
Balance, December 31, 2018
|
$
|
(10,082
|
)
|
$
|
(3,711
|
)
|
$
|
860
|
|
$
|
(12,933
|
)
|
|
Pension Benefits
|
|
Post-retirement Benefits
|
||||||||||
(Dollars in thousands)
|
2018
|
2017
|
|
2018
|
2017
|
||||||||
Change in benefit obligation:
|
|
|
|
|
|
||||||||
Obligation at January 1
|
$
|
12,991
|
|
$
|
12,127
|
|
|
$
|
91
|
|
$
|
103
|
|
Interest cost
|
423
|
|
451
|
|
|
3
|
|
3
|
|
||||
Plan participants’ contributions
|
—
|
|
—
|
|
|
46
|
|
46
|
|
||||
Actuarial (gain) loss
|
(1,519
|
)
|
1,207
|
|
|
—
|
|
(4
|
)
|
||||
Benefit payments
|
(197
|
)
|
(189
|
)
|
|
(57
|
)
|
(57
|
)
|
||||
Settlements
|
(703
|
)
|
(605
|
)
|
|
—
|
|
—
|
|
||||
Obligation at December 31
|
$
|
10,995
|
|
$
|
12,991
|
|
|
$
|
83
|
|
$
|
91
|
|
Accumulated benefit obligation at December 31
|
$
|
10,995
|
|
$
|
12,991
|
|
|
$
|
83
|
|
$
|
91
|
|
|
|
|
|
|
|
||||||||
Change in plan assets:
|
|
|
|
|
|
||||||||
Fair value of plan assets at January 1
|
$
|
8,493
|
|
$
|
7,582
|
|
|
$
|
—
|
|
$
|
—
|
|
Actual (loss) return on plan assets
|
(554
|
)
|
1,140
|
|
|
—
|
|
—
|
|
||||
Employer contributions
|
3,195
|
|
565
|
|
|
11
|
|
11
|
|
||||
Plan participants’ contributions
|
—
|
|
—
|
|
|
46
|
|
46
|
|
||||
Benefit payments
|
(197
|
)
|
(189
|
)
|
|
(57
|
)
|
(57
|
)
|
||||
Settlements
|
(703
|
)
|
(605
|
)
|
|
—
|
|
—
|
|
||||
Fair value of plan assets at December 31
|
$
|
10,234
|
|
$
|
8,493
|
|
|
$
|
—
|
|
$
|
—
|
|
Funded status at December 31
|
$
|
(761
|
)
|
$
|
(4,498
|
)
|
|
$
|
(83
|
)
|
$
|
(91
|
)
|
Amounts recognized in Consolidated Balance Sheets:
|
|
|
|
|
|
||||||||
Accrued benefit liability
|
$
|
(761
|
)
|
$
|
(4,498
|
)
|
|
$
|
(83
|
)
|
$
|
(91
|
)
|
Net amount recognized
|
$
|
(761
|
)
|
$
|
(4,498
|
)
|
|
$
|
(83
|
)
|
$
|
(91
|
)
|
Amounts recognized in Accumulated Other Comprehensive Loss:
|
|
|
|
|
|||||||||
Unrecognized prior service cost
|
$
|
—
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
$
|
(1
|
)
|
Unrecognized net loss (gain)
|
3,761
|
|
4,311
|
|
|
(52
|
)
|
(56
|
)
|
||||
Total
|
$
|
3,761
|
|
$
|
4,311
|
|
|
$
|
(53
|
)
|
$
|
(57
|
)
|
Weighted-average assumptions at year-end:
|
|
|
|
|
|
||||||||
Discount rate
|
3.55
|
%
|
3.40
|
%
|
|
3.40
|
%
|
3.40
|
%
|
|
Pension Benefits
|
|
Post-retirement Benefits
|
||||||||||||||||
(Dollars in thousands)
|
2018
|
2017
|
2016
|
|
2018
|
2017
|
2016
|
||||||||||||
Interest cost
|
$
|
423
|
|
$
|
451
|
|
$
|
438
|
|
|
$
|
3
|
|
$
|
3
|
|
$
|
4
|
|
Expected return on plan assets
|
(640
|
)
|
(553
|
)
|
(492
|
)
|
|
—
|
|
—
|
|
—
|
|
||||||
Amortization of net loss (gain)
|
104
|
|
102
|
|
95
|
|
|
(5
|
)
|
(6
|
)
|
(6
|
)
|
||||||
Settlement of benefit obligation
|
267
|
|
242
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
||||||
Net periodic cost (benefit)
|
$
|
154
|
|
$
|
242
|
|
$
|
41
|
|
|
$
|
(2
|
)
|
$
|
(3
|
)
|
$
|
(2
|
)
|
|
|
|
|
|
|
|
|
||||||||||||
Weighted-average assumptions:
|
|
|
|
|
|
|
|
||||||||||||
Discount rate
|
3.55
|
%
|
3.80
|
%
|
3.90
|
%
|
|
3.40
|
%
|
3.80
|
%
|
3.90
|
%
|
||||||
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)
|
||||||
2018
|
|
|
|
|
|
||||||
Equity securities:
|
|
|
|
|
|
||||||
Mutual funds - equity
|
$
|
6,750
|
|
|
$
|
6,750
|
|
|
$
|
—
|
|
Debt securities:
|
|
|
|
|
|
||||||
Mutual funds - taxable income
|
2,746
|
|
|
2,746
|
|
|
—
|
|
|||
Total fair value of pension assets
|
$
|
9,496
|
|
|
$
|
9,496
|
|
|
$
|
—
|
|
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
|
|
|
$
|
—
|
|
(Dollars in thousands)
|
Pension Benefits
|
|
Post-retirement Benefits
|
||||
2019
|
$
|
1,000
|
|
|
$
|
11
|
|
2020
|
1,095
|
|
|
10
|
|
||
2021
|
1,283
|
|
|
10
|
|
||
2022
|
740
|
|
|
9
|
|
||
2023
|
774
|
|
|
9
|
|
||
2024 to 2028
|
3,091
|
|
|
34
|
|
||
Total
|
$
|
7,983
|
|
|
$
|
83
|
|
(Dollars in thousands)
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||
|
|
Amount
|
Rate
|
|
Amount
|
Rate
|
|
Amount
|
Rate
|
|||||||||
Income tax computed at statutory federal corporate income tax rate
|
|
$
|
11,505
|
|
21.0
|
%
|
|
$
|
20,045
|
|
35.0
|
%
|
|
$
|
15,785
|
|
35.0
|
%
|
Differences in rate resulting from:
|
|
|
|
|
|
|
|
|
|
|||||||||
Release of valuation allowance
|
|
(805
|
)
|
(1.5
|
)%
|
|
—
|
|
—
|
%
|
|
—
|
|
—
|
%
|
|||
Tax Cuts and Job Act
|
|
(705
|
)
|
(1.3
|
)%
|
|
897
|
|
1.6
|
%
|
|
—
|
|
—
|
%
|
|||
Tax-exempt interest income
|
|
(554
|
)
|
(1.0
|
)%
|
|
(1,092
|
)
|
(1.9
|
)%
|
|
(1,170
|
)
|
(2.6
|
)%
|
|||
Bank owned life insurance
|
|
(393
|
)
|
(0.7
|
)%
|
|
(683
|
)
|
(1.2
|
)%
|
|
(495
|
)
|
(1.1
|
)%
|
|||
Stock awards
|
|
(332
|
)
|
(0.6
|
)%
|
|
(154
|
)
|
(0.3
|
)%
|
|
—
|
|
—
|
%
|
|||
Investments in tax credit funds
|
|
(125
|
)
|
(0.2
|
)%
|
|
(221
|
)
|
(0.4
|
)%
|
|
(164
|
)
|
(0.4
|
)%
|
|||
Other, net
|
|
95
|
|
0.2
|
%
|
|
(60
|
)
|
(0.1
|
)%
|
|
169
|
|
0.4
|
%
|
|||
Income tax expense
|
|
$
|
8,686
|
|
15.9
|
%
|
|
$
|
18,732
|
|
32.7
|
%
|
|
$
|
14,125
|
|
31.3
|
%
|
(Dollars in thousands)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Current income tax expense
|
|
$
|
8,995
|
|
|
$
|
21,511
|
|
|
$
|
16,587
|
|
Deferred income tax benefit
|
|
(309
|
)
|
|
(2,779
|
)
|
|
(2,462
|
)
|
|||
Income tax expense
|
|
$
|
8,686
|
|
|
$
|
18,732
|
|
|
$
|
14,125
|
|
(Dollars in thousands)
|
|
2018
|
|
2017
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Allowance for loan losses
|
|
$
|
8,559
|
|
|
$
|
6,992
|
|
Available-for-sale securities
|
|
2,678
|
|
|
555
|
|
||
Accrued employee benefits
|
|
1,843
|
|
|
2,569
|
|
||
Tax credit investments
|
|
805
|
|
|
1,560
|
|
||
Other
|
|
73
|
|
|
116
|
|
||
Gross deferred tax assets
|
|
$
|
13,958
|
|
|
$
|
11,792
|
|
Valuation allowance
|
|
$
|
—
|
|
|
$
|
805
|
|
Total deferred tax assets
|
|
$
|
13,958
|
|
|
$
|
10,987
|
|
Deferred tax liabilities:
|
|
|
|
|
|
|||
Purchase accounting adjustments
|
|
$
|
5,839
|
|
|
$
|
6,092
|
|
Deferred loan income
|
|
3,061
|
|
|
2,459
|
|
||
Bank premises and equipment (a)
|
|
2,047
|
|
|
307
|
|
||
Derivative instruments
|
|
228
|
|
|
300
|
|
||
Tax credit investments
|
|
82
|
|
|
—
|
|
||
Other
|
|
673
|
|
|
484
|
|
||
Total deferred tax liabilities
|
|
$
|
11,930
|
|
|
$
|
9,642
|
|
Net deferred tax asset
|
|
$
|
2,028
|
|
|
$
|
1,345
|
|
(Dollars in thousands)
|
|
2018
|
2017
|
||||
Uncertain tax positions, beginning of year
|
|
$
|
550
|
|
$
|
522
|
|
Gross increase based on tax positions related to current year
|
|
55
|
|
42
|
|
||
Gross increase for tax position taken during prior years
|
|
13
|
|
20
|
|
||
Gross decrease due to the statute of limitations
|
|
(195
|
)
|
(34
|
)
|
||
Uncertain tax positions, end of year
|
|
$
|
423
|
|
$
|
550
|
|
(Dollars in thousands, except per common share data)
|
2018
|
2017
|
2016
|
||||||
Distributed earnings allocated to common shareholders
|
$
|
21,334
|
|
$
|
15,159
|
|
$
|
11,532
|
|
Undistributed earnings allocated to common shareholders
|
24,660
|
|
23,115
|
|
19,483
|
|
|||
Net earnings allocated to common shareholders
|
$
|
45,994
|
|
$
|
38,274
|
|
$
|
31,015
|
|
|
|
|
|
||||||
Weighted-average common shares outstanding
|
18,991,768
|
|
18,050,189
|
|
18,013,693
|
|
|||
Effect of potentially dilutive common shares
|
130,492
|
|
158,495
|
|
141,770
|
|
|||
Total weighted-average diluted common shares outstanding
|
19,122,260
|
|
18,208,684
|
|
18,155,463
|
|
|||
|
|
|
|
||||||
Earnings per common share:
|
|
|
|
||||||
Basic
|
$
|
2.42
|
|
$
|
2.12
|
|
$
|
1.72
|
|
Diluted
|
$
|
2.41
|
|
$
|
2.10
|
|
$
|
1.71
|
|
|
|
|
|
||||||
Anti-dilutive common shares excluded from calculation:
|
|
|
|
||||||
Restricted shares, stock options and stock appreciation rights
|
1,748
|
|
453
|
|
20,769
|
|
(Dollars in thousands)
|
2018
|
2017
|
||||
Notional amount
|
$
|
110,000
|
|
$
|
60,000
|
|
Weighted average pay rates
|
2.37
|
%
|
1.88
|
%
|
||
Weighted average receive rates
|
2.57
|
%
|
2.30
|
%
|
||
Weighted average maturity
|
2/24/2025
|
|
12/29/2024
|
|
||
Unrealized gains
|
$
|
860
|
|
$
|
1,129
|
|
(Dollars in thousands)
|
2018
|
2017
|
||||
Amount of loss recognized in accumulated other comprehensive income, net of tax
|
$
|
341
|
|
$
|
72
|
|
Amount of gain recognized in other non-interest income
|
18
|
|
—
|
|
(Dollars in thousands)
|
2018
|
2017
|
||||||||||
|
Notional Amount
|
Fair Value
|
Notional Amount
|
Fair Value
|
||||||||
Included in other assets:
|
|
|
|
|
||||||||
Interest rate swaps related to debt
|
$
|
60,000
|
|
$
|
2,093
|
|
$
|
40,000
|
|
$
|
1,623
|
|
Total included in other assets
|
60,000
|
|
2,093
|
|
40,000
|
|
1,623
|
|
||||
|
|
|
|
|
||||||||
Included in liabilities:
|
|
|
|
|
||||||||
Interest rate swaps related to debt
|
$
|
50,000
|
|
$
|
1,111
|
|
$
|
20,000
|
|
$
|
270
|
|
Total included in other liabilities
|
50,000
|
|
1,111
|
|
20,000
|
|
270
|
|
(Dollars in thousands)
|
2018
|
2017
|
||||||||||
|
Notional Amount
|
Fair Value
|
Notional Amount
|
Fair Value
|
||||||||
Included in other assets:
|
|
|
|
|
||||||||
Interest rate swaps related to commercial loans
|
$
|
226,662
|
|
$
|
2,451
|
|
$
|
181,659
|
|
$
|
2,971
|
|
Total included in other assets
|
226,662
|
|
2,451
|
|
181,659
|
|
2,971
|
|
||||
|
|
|
|
|
||||||||
Included in liabilities:
|
|
|
|
|
||||||||
Interest rate swaps related to commercial loans
|
$
|
226,662
|
|
$
|
2,451
|
|
$
|
181,659
|
|
$
|
2,971
|
|
Total included in other liabilities
|
226,662
|
|
2,451
|
|
181,659
|
|
2,971
|
|
(Dollars in thousands)
|
2018
|
2017
|
||||
Home equity lines of credit
|
$
|
101,265
|
|
$
|
83,949
|
|
Unadvanced construction loans
|
74,734
|
|
112,475
|
|
||
Other loan commitments
|
314,271
|
|
260,552
|
|
||
Loan commitments
|
490,270
|
|
456,976
|
|
||
Standby letters of credit
|
$
|
10,214
|
|
$
|
20,873
|
|
|
|
Number of Common Shares Subject to SARs
|
|
Weighted-
Average
Exercise
Price
|
|
Weighted-
Average
Remaining Contractual
Life
|
|
Aggregate Intrinsic
Value
|
||||||
Outstanding at January 1
|
|
314
|
|
|
$
|
23.77
|
|
|
|
|
|
|||
Exercised
|
|
314
|
|
|
23.77
|
|
|
|
|
|
||||
Forfeited
|
|
—
|
|
|
—
|
|
|
|
|
|
||||
Outstanding at December 31
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Exercisable at December 31
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
Time-Based Vesting
|
|
Performance-Based Vesting
|
||||||||
|
Number of Common Shares
|
Weighted-Average Grant Date Fair Value
|
|
Number of Common Shares
|
Weighted-Average Grant Date Fair Value
|
||||||
Outstanding at January 1
|
33,082
|
|
$
|
22.85
|
|
|
176,218
|
|
$
|
25.50
|
|
Awarded
|
21,929
|
|
36.38
|
|
|
84,876
|
|
35.43
|
|
||
Released
|
11,332
|
|
22.84
|
|
|
83,311
|
|
23.62
|
|
||
Forfeited
|
—
|
|
—
|
|
|
2,011
|
|
34.34
|
|
||
Outstanding at December 31
|
43,679
|
|
$
|
29.64
|
|
|
175,772
|
|
$
|
31.08
|
|
(Dollars in thousands)
|
2018
|
2017
|
2016
|
||||||
Stock-based compensation
|
$
|
2,575
|
|
$
|
1,802
|
|
$
|
1,392
|
|
Recognized tax benefit
|
(541
|
)
|
(378
|
)
|
(487
|
)
|
|||
Net expense recognized
|
$
|
2,034
|
|
$
|
1,424
|
|
$
|
905
|
|
(Dollars in thousands)
|
Contract Assets
|
Contract Liabilities
|
||||
Balance, January 1, 2018 (a)
|
$
|
—
|
|
$
|
4,700
|
|
Additional income receivable
|
207
|
|
—
|
|
||
Additional deferred income
|
—
|
|
5,055
|
|
||
Recognition of income previously deferred
|
—
|
|
(4,700
|
)
|
||
Balance, December 31, 2018
|
$
|
207
|
|
$
|
5,055
|
|
Condensed Balance Sheets
|
December 31,
|
|||||
(Dollars in thousands)
|
2018
|
2017
|
||||
Assets:
|
|
|
||||
Cash and due from other banks
|
$
|
50
|
|
$
|
50
|
|
Interest-bearing deposits in subsidiary bank
|
13,750
|
|
9,270
|
|
||
Due from subsidiary bank
|
584
|
|
9,486
|
|
||
Available-for-sale investment securities, at fair value (amortized cost of $615 at December 31, 2017) (a)
|
—
|
|
6,933
|
|
||
Other investment securities (a)
|
216
|
|
—
|
|
||
Investments in subsidiaries:
|
|
|
||||
Bank
|
506,200
|
|
431,482
|
|
||
Non-bank
|
8,298
|
|
1,812
|
|
||
Other assets
|
2,808
|
|
1,700
|
|
||
Total assets
|
$
|
531,906
|
|
$
|
460,733
|
|
Liabilities:
|
|
|
||||
Accrued expenses and other liabilities
|
$
|
1,898
|
|
$
|
1,471
|
|
Dividends payable
|
291
|
|
270
|
|
||
Mandatorily redeemable capital securities of subsidiary trust
|
9,577
|
|
400
|
|
||
Total liabilities
|
11,766
|
|
2,141
|
|
||
Total stockholders' equity
|
520,140
|
|
458,592
|
|
||
Total liabilities and stockholders' equity
|
$
|
531,906
|
|
$
|
460,733
|
|
(a)
|
As of January 1, 2018, Peoples adopted ASU 2016-01, resulting in the reclassification of
$6.9 million
of equity investment securities from available-for-sale investment securities to other investment securities.
|
Condensed Statements of Income
|
Year Ended December 31,
|
||||||||
(Dollars in thousands)
|
2018
|
2017
|
2016
|
||||||
Income:
|
|
|
|
||||||
Dividends from subsidiary bank
|
$
|
13,500
|
|
$
|
27,000
|
|
$
|
20,500
|
|
Dividends from non-bank subsidiary
|
2,500
|
|
20,000
|
|
1,250
|
|
|||
Net gain on investment securities
|
—
|
|
2,602
|
|
—
|
|
|||
Interest and other income
|
357
|
|
237
|
|
209
|
|
|||
Total income
|
16,357
|
|
49,839
|
|
21,959
|
|
|||
Expenses:
|
|
|
|
||||||
Trust preferred securities expense
|
520
|
|
346
|
|
397
|
|
|||
Intercompany management fees
|
1,561
|
|
1,361
|
|
1,131
|
|
|||
Other expense
|
4,647
|
|
3,380
|
|
3,154
|
|
|||
Total expenses
|
6,728
|
|
5,087
|
|
4,682
|
|
|||
Income before federal income taxes and equity in (excess dividends from) undistributed earnings of subsidiaries
|
9,629
|
|
44,752
|
|
17,277
|
|
|||
Applicable income tax expense
|
(2,511
|
)
|
(1,309
|
)
|
(1,718
|
)
|
|||
Equity in (excess dividends from) undistributed earnings of subsidiaries
|
34,115
|
|
(7,590
|
)
|
12,162
|
|
|||
Net income
|
$
|
46,255
|
|
$
|
38,471
|
|
$
|
31,157
|
|
Statements of Cash Flows
|
Year Ended December 31,
|
||||||||
(Dollars in thousands)
|
2018
|
2017
|
2016
|
||||||
Operating activities
|
|
|
|
||||||
Net income
|
$
|
46,255
|
|
$
|
38,471
|
|
$
|
31,157
|
|
Adjustment to reconcile net income to cash provided by operations:
|
|
|
|
||||||
Depreciation, amortization and accretion, net
|
9,177
|
|
(6,525
|
)
|
190
|
|
|||
(Equity in) excess dividends from undistributed earnings of subsidiaries
|
(34,115
|
)
|
7,590
|
|
(12,162
|
)
|
|||
Gain on investment securities
|
—
|
|
(2,602
|
)
|
—
|
|
|||
Other, net
|
31
|
|
2,810
|
|
355
|
|
|||
Net cash provided by operating activities
|
21,348
|
|
39,744
|
|
19,540
|
|
|||
Investing activities
|
|
|
|
||||||
Net proceeds from sales and maturities of investment securities
|
5,388
|
|
2,359
|
|
—
|
|
|||
Investment in subsidiaries
|
(31,813
|
)
|
(50,883
|
)
|
(22,769
|
)
|
|||
(Increase) decrease in receivable from subsidiary
|
32,236
|
|
25,496
|
|
23,389
|
|
|||
Business combinations, net of cash received
|
(637
|
)
|
—
|
|
—
|
|
|||
Other, net
|
228
|
|
(229
|
)
|
—
|
|
|||
Net cash (used in) provided by investing activities
|
5,402
|
|
(23,257
|
)
|
620
|
|
|||
Financing activities
|
|
|
|
|
|||||
Purchase of treasury stock
|
(1,380
|
)
|
(508
|
)
|
(5,480
|
)
|
|||
Proceeds from issuance of common stock
|
—
|
|
9
|
|
18
|
|
|||
Cash dividends paid
|
(20,915
|
)
|
(14,706
|
)
|
(11,173
|
)
|
|||
Excess tax benefit for share-based payments
|
25
|
|
—
|
|
26
|
|
|||
Net cash used in financing activities
|
(22,270
|
)
|
(15,205
|
)
|
(16,609
|
)
|
|||
Net increase in cash and cash equivalents
|
4,480
|
|
1,282
|
|
3,551
|
|
|||
Cash and cash equivalents at the beginning of year
|
9,320
|
|
8,038
|
|
4,487
|
|
|||
Cash and cash equivalents at the end of year
|
$
|
13,800
|
|
$
|
9,320
|
|
$
|
8,038
|
|
Supplemental cash flow information:
|
|
|
|
|
|||||
Interest paid
|
$
|
513
|
|
$
|
364
|
|
$
|
433
|
|
|
|
2018
|
||||||||||||||
(Dollars in thousands, except per share data)
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
Total interest income
|
|
$
|
33,226
|
|
|
$
|
37,769
|
|
|
$
|
39,631
|
|
|
$
|
40,638
|
|
Total interest expense
|
|
3,867
|
|
|
4,961
|
|
|
6,307
|
|
|
6,517
|
|
||||
Net interest income
|
|
29,359
|
|
|
32,808
|
|
|
33,324
|
|
|
34,121
|
|
||||
Provision for loan losses
|
|
1,983
|
|
|
1,188
|
|
|
1,302
|
|
|
975
|
|
||||
Net gain (loss) on investment securities
|
|
1
|
|
|
(147
|
)
|
|
—
|
|
|
—
|
|
||||
Net gain (loss) on asset disposals and other transactions
|
|
74
|
|
|
(405
|
)
|
|
12
|
|
|
(15
|
)
|
||||
Total non-interest income excluding net gains and losses
|
|
14,894
|
|
|
13,807
|
|
|
14,341
|
|
|
14,192
|
|
||||
Amortization of other intangible assets
|
|
754
|
|
|
861
|
|
|
862
|
|
|
861
|
|
||||
Acquisition-related expenses
|
|
149
|
|
|
6,056
|
|
|
675
|
|
|
382
|
|
||||
Total non-interest expense excluding amortization of other intangible assets and acquisition-related expenses
|
|
27,318
|
|
|
29,054
|
|
|
29,292
|
|
|
29,713
|
|
||||
Income tax expense
|
|
2,383
|
|
|
1,012
|
|
|
2,821
|
|
|
2,470
|
|
||||
Net income
|
|
$
|
11,741
|
|
|
$
|
7,892
|
|
|
$
|
12,725
|
|
|
$
|
13,897
|
|
Earnings per common share - basic
|
|
$
|
0.64
|
|
|
$
|
0.41
|
|
|
$
|
0.65
|
|
|
$
|
0.71
|
|
Earnings per common share - diluted
|
|
$
|
0.64
|
|
|
$
|
0.41
|
|
|
$
|
0.65
|
|
|
$
|
0.71
|
|
Weighted-average common shares outstanding - basic
|
|
18,126,089
|
|
|
19,160,728
|
|
|
19,325,457
|
|
|
19,337,403
|
|
||||
Weighted-average common shares outstanding - diluted
|
|
18,256,035
|
|
|
19,293,381
|
|
|
19,466,865
|
|
|
19,483,452
|
|
|
|
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 gain on investment securities
|
|
340
|
|
|
18
|
|
|
1,861
|
|
|
764
|
|
||||
Net (loss) gain on asset disposals and other transactions
|
|
(3
|
)
|
|
109
|
|
|
(25
|
)
|
|
(144
|
)
|
||||
Total non-interest income excluding net gains and losses
|
|
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 excluding amortization of other intangible and system conversion 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
|
|
(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. Third Amended and Restated 2006 Equity Plan (the "2006 Equity 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 219,451 restricted common shares subject to time-based or performance-based vesting restrictions granted under the 2006 Equity Plan, and 34,973 common shares allocated to participants' bookkeeping accounts under the Directors' Deferred Compensation Plan.
|
(2)
|
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 Equity Plan or bookkeeping accounts under the Directors' Deferred Compensation Plan.
|
(3)
|
Includes 481,879 common shares remaining available for future grants under the 2006 Equity Plan at
December 31, 2018
, as well as 246,724 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 Independent Registered Public Accounting Firm (Ernst & Young LLP) on Effectiveness of Internal Control Over Financial Reporting
|
82
|
Report of Independent Registered Public Accounting Firm (Ernst & Young LLP) on Consolidated Financial Statements
|
83
|
Consolidated Balance Sheets as of December 31, 2018 and 2017
|
84
|
Consolidated Statements of Income for each of the fiscal years in the three-year period ended December 31, 2018
|
85
|
Consolidated Statements of Comprehensive Income for each of the fiscal years in the three-year period ended December 31, 2018
|
86
|
Consolidated Statements of Stockholders’ Equity for each of the fiscal years in the three-year period ended December 31, 2018
|
87
|
Consolidated Statements of Cash Flows for each of the fiscal years in the three-year period ended December 31, 2018
|
89
|
Notes to the Consolidated Financial Statements
|
91
|
Peoples Bancorp Inc. Parent Company Only Financial Information is included in Note 20 of the Notes to the Consolidated Financial Statements
|
145
|
(a)(2)
|
Financial Statement Schedules
|
(a)(3)
|
Exhibits
|
(b)
|
Exhibits
|
(c)
|
Financial Statement Schedules
|
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 definitive proxy statement/prospectus which forms a part of the Registration Statement of Peoples Bancorp Inc. on Form S-4/A (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 definitive proxy statement/prospectus which forms a part of the Registration Statement of Peoples Bancorp Inc. on Form S-4/A (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 definitive proxy statement/prospectus which forms a part of the Registration Statement of Peoples Bancorp Inc. on Form S-4/A (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 definitive proxy statement/prospectus which forms a part of the Registration Statement of Peoples Bancorp Inc. on Form S-4/A (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 definitive proxy statement/prospectus which forms a part of the Registration Statement of Peoples Bancorp Inc. on Form S-4/A (Registration No. 333-222054)
|
|
|
|
|
|
|
|
Agreement and Plan of Merger, dated as of October 29, 2018, as amended on December 18, 2018, between Peoples Bancorp Inc. and First Prestonsburg Bancshares Inc.
+
|
|
Included as Annex A to the definitive proxy statement/prospectus which forms a part of the Registration Statement of Peoples Bancorp Inc. on Form S-4/A (Registration No. 333-228745)
|
|
|
|
|
|
|
3.1(a)
|
|
Amended Articles of Incorporation of Peoples Bancorp Inc. (as filed with the Ohio Secretary of State on May 3, 1993)
P
|
|
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.
|
||||
P
Filed the exhibit with the SEC in paper originally and has not been filed with the SEC in electronic format.
|
|
|
|
|
PEOPLES BANCORP INC.
|
|
|
|
|
|
Date:
|
March 1, 2019
|
|
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
|
|
3/1/2019
|
|
Charles W. Sulerzyski
|
|
|
|
|
|
|
|
|
|
|
|
/s/ JOHN C. ROGERS
|
|
Executive Vice President, Chief Financial Officer
|
|
3/1/2019
|
|
John C. Rogers
|
|
and Treasurer (Principal Financial and Accounting Officer)
|
|
|
|
|
|
|
|
|
|
/s/ TARA M. ABRAHAM*
|
|
Director
|
|
3/1/2019
|
|
Tara M. Abraham
|
|
|
|
|
|
|
|
|
|
|
|
/s/ S. CRAIG BEAM*
|
|
Director
|
|
3/1/2019
|
|
S. Craig Beam
|
|
|
|
|
|
|
|
|
|
|
|
/s/ GEORGE W. BROUGHTON*
|
|
Director
|
|
3/1/2019
|
|
George W. Broughton
|
|
|
|
|
|
|
|
|
|
|
|
/s/ DAVID F. DIERKER*
|
|
Director
|
|
3/1/2019
|
|
David F. Dierker
|
|
|
|
|
|
|
|
|
|
|
|
/s/ JAMES S. HUGGINS*
|
|
Director
|
|
3/1/2019
|
|
James S. Huggins
|
|
|
|
|
|
|
|
|
|
|
|
/s/ BROOKE W. JAMES*
|
|
Director
|
|
3/1/2019
|
|
Brooke W. James
|
|
|
|
|
|
|
|
|
|
|
|
/s/ DAVID L. MEAD*
|
|
Chairman of the Board and Director
|
|
3/1/2019
|
|
David L. Mead
|
|
|
|
|
|
|
|
|
|
|
|
/s/ SUSAN D. RECTOR*
|
|
Director
|
|
3/1/2019
|
|
Susan D. Rector
|
|
|
|
|
|
|
|
|
|
|
|
*
|
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 1st day of March, 2019.
|
||||
|
|
|
|
|
|
By:
|
/s/ CHARLES W. SULERZYSKI
|
|
|
|
|
|
Charles W. Sulerzyski
|
||||
|
President and Chief Executive Officer
|
||||
|
Attorney-in-Fact
|
Name
|
Position/Title
|
Base Salary
|
||
Charles W. Sulerzyski
|
President and Chief Executive Officer
|
$
|
600,000
|
|
|
|
|
||
John C. Rogers
|
Executive Vice President, Chief Financial Officer and Treasurer
|
321,000
|
|
|
|
|
|
||
Doug Wyatt
|
Executive Vice President, Chief Commercial Banking Officer
|
265,000
|
|
|
|
|
|
||
Carol A. Schneeberger
|
Executive Vice President, Chief Administrative Officer
|
265,000
|
|
|
|
|
|
||
Robyn A. Stevens
|
Executive Vice President, Chief Credit Officer
|
240,000
|
|
|
|
|
|
Subsidiaries of Peoples Bancorp Inc.
|
|
|
|
|
The following are the only subsidiaries of Peoples Bancorp Inc.:
|
|
|
|
|
|
|
Name of Subsidiary
|
|
Jurisdiction of
Incorporation or Organization
|
|
Peoples Bank
|
|
Ohio
|
|
|
Peoples Insurance Agency, LLC (also does business as “Peoples Insurance”)
|
|
Ohio
|
|
Peoples Tax Credit Equity, LLC
|
|
Ohio
|
|
|
|
|
Peoples Investment Company
|
|
Ohio
|
|
|
|
|
|
NB&T Statutory Trust III
|
|
Delaware
|
1)
|
Registration Statements (Form S-8, No. 333-189744) related to the Peoples Bancorp Inc. Retirement Savings Plan,
|
2)
|
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),
|
3)
|
Registration Statements (Form S-8, No. 333-136383, Form S-8, No. 333-188149 and Form S-8, No. 333-226451) related to the Peoples Bancorp Inc. Third Amended and Restated 2006 Equity Plan (formerly known as the Peoples Bancorp Inc. Second Amended and Restated 2006 Equity Plan, the Peoples Bancorp Inc. Amended and Restated 2006 Equity Plan and the Peoples Bancorp Inc. 2006 Equity Plan),
|
4)
|
Registration Statement (Form S-8, No. 333-195986) related to the Peoples Bancorp Inc. Employee Stock Purchase Plan,
|
5)
|
Registration Statement (Form S-3, No. 33-54003) related to the Peoples Bancorp Inc. Dividend Reinvestment Plan,
|
6)
|
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,
|
7)
|
Registration Statement (Form S-3, No. 333-211637) related to Peoples Bancorp Inc. Dividend Reinvestment and Stock Purchase Plan,
|
8)
|
Registration Statement (Form S-3, No. 333-226470) related to Peoples Bancorp Inc.’s shelf registration of common shares, preferred shares, depositary shares, debt securities, warrants and units,
|
9)
|
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.,
|
10)
|
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.,
|
11)
|
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 effective as of July 25, 2015, among Peoples Bancorp Inc., Peoples Bank, National Association and North Akron Savings Bank,
|
12)
|
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.
|
13)
|
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, between Peoples Bancorp Inc. and ASB Financial Group, Inc., and
|
14)
|
Registration Statement (From S-4, No. 333-228745), related to common shares to be issued as contemplated by the Agreement and Plan of Merger, dated as of October 29, 2018, as amended on December 18, 2018, between Peoples Bancorp Inc. and First Prestonsburg Bancshares Inc.
|
/s/ Ernst & Young LLP
|
|
|
|
|
|
/s/
|
TARA M. ABRAHAM
|
|
|
|
[Signature]
|
|
|
|
|
|
|
|
Tara M. Abraham
|
|
|
|
[Printed Name]
|
|
|
/s/
|
S. CRAIG BEAM
|
|
|
|
[Signature]
|
|
|
|
|
|
|
|
S. Craig Beam
|
|
|
|
[Printed Name]
|
|
|
/s/
|
GEORGE W. BROUGHTON
|
|
|
|
[Signature]
|
|
|
|
|
|
|
|
George W. Broughton
|
|
|
|
[Printed Name]
|
|
|
/s/
|
DAVID F. DIERKER
|
|
|
|
[Signature]
|
|
|
|
|
|
|
|
David F. Dierker
|
|
|
|
[Printed Name]
|
|
|
/s/
|
JAMES S. HUGGINS
|
|
|
|
[Signature]
|
|
|
|
|
|
|
|
James S. Huggins
|
|
|
|
[Printed Name]
|
|
|
/s/
|
BROOKE W. JAMES
|
|
|
|
[Signature]
|
|
|
|
|
|
|
|
Brooke W. James
|
|
|
|
[Printed Name]
|
|
|
/s/
|
DAVID L. MEAD
|
|
|
|
[Signature]
|
|
|
|
|
|
|
|
David L. Mead
|
|
|
|
[Printed Name]
|
|
|
/s/
|
SUSAN D. RECTOR
|
|
|
|
[Signature]
|
|
|
|
|
|
|
|
Susan D. Rector
|
|
|
|
[Printed Name]
|
|
1.
|
I have reviewed this Annual Report on Form 10-K for the fiscal year ended
December 31, 2018
, 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:
|
March 1, 2019
|
|
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, 2018
, 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.
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Date:
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March 1, 2019
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By:/s/
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JOHN C. ROGERS
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John C. Rogers
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Executive Vice President,
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Chief Financial Officer and Treasurer
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the consolidated financial condition and results of operations of Peoples Bancorp and its subsidiaries.
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Date:
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March 1, 2019
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By:/s/
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CHARLES W. SULERZYSKI
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Charles W. Sulerzyski
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President and Chief Executive Officer
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Date:
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March 1, 2019
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By:/s/
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JOHN C. ROGERS
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John C. Rogers
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Executive Vice President,
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Chief Financial Officer and Treasurer
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