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PEOPLES BANCORP INC - Quarter Report: 2016 June (Form 10-Q)




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 10-Q

(Mark One)
  x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
            For the quarterly period ended June 30, 2016
                                                                                        
OR
  o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
            For the transition period from ____ to ____

Commission File Number: 0-16772
PEOPLES BANCORP INC.
(Exact name of Registrant as specified in its charter)
Ohio
 
 
 
31-0987416
(State or other jurisdiction of incorporation or organization)
 
 
 
(I.R.S. Employer Identification No.)
138 Putnam Street, P. O. Box 738, Marietta, Ohio
 
 
 
45750
(Address of principal executive offices)
 
 
 
(Zip Code)
Registrant’s telephone number, including area code:
 
 
 
(740) 373-3155
 
 
Not Applicable
 
 
 
 
(Former name, former address and former fiscal year, if changed since last report)
 
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x   No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).Yes x No  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated
filer o
Accelerated filer x
Non-accelerated filer o
(Do not check if a smaller reporting company)
Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No     x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 18,183,754 common shares, without par value, at July 27, 2016.



Table of Contents

Table of Contents
 
 



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Table of Contents

PART I
ITEM 1.  FINANCIAL STATEMENTS
PEOPLES BANCORP INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (Unaudited)
 
June 30,
2016
December 31,
2015
(Dollars in thousands)
Assets
 
 
Cash and due from banks
$
54,096

$
53,663

Interest-bearing deposits in other banks
12,248

17,452

Total cash and cash equivalents
66,344

71,115

Available-for-sale investment securities, at fair value (amortized cost of $750,305 at June 30, 2016 and $780,304 at December 31, 2015)
772,618

784,701

Held-to-maturity investment securities, at amortized cost (fair value of $46,143 at June 30, 2016 and $45,853 at December 31, 2015)
44,306

45,728

Other investment securities, at cost
38,402

38,401

Total investment securities
855,326

868,830

Loans, net of deferred fees and costs
2,128,790

2,072,440

Allowance for loan losses
(17,838
)
(16,779
)
Net loans
2,110,952

2,055,661

Loans held for sale
4,223

1,953

Bank premises and equipment, net
52,731

53,487

Goodwill
132,631

132,631

Other intangible assets
15,340

16,986

Other assets
95,908

58,307

Total assets
$
3,333,455

$
3,258,970

Liabilities
 
 
Non-interest-bearing deposits
$
699,695

$
717,939

Interest-bearing deposits
1,833,276

1,818,005

Total deposits
2,532,971

2,535,944

Short-term borrowings
173,512

160,386

Long-term borrowings
147,980

113,670

Accrued expenses and other liabilities
41,239

29,181

Total liabilities
2,895,702

2,839,181

Stockholders’ equity
 
 
Preferred stock, no par value, 50,000 shares authorized, no shares issued at June 30, 2016 and December 31, 2015


Common stock, no par value, 24,000,000 shares authorized, 18,934,758 shares issued at June 30, 2016 and 18,931,200 shares issued at December 31, 2015, including shares in treasury
343,540

343,948

Retained earnings
101,095

90,790

Accumulated other comprehensive income (loss), net of deferred income taxes
11,134

(359
)
Treasury stock, at cost, 802,957 shares at June 30, 2016 and 586,686 shares at December 31, 2015
(18,016
)
(14,590
)
Total stockholders’ equity
437,753

419,789

Total liabilities and stockholders’ equity
$
3,333,455

$
3,258,970


See Notes to the Unaudited Consolidated Financial Statements


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PEOPLES BANCORP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

    
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
(Dollars in thousands, except per share data)
2016
2015
 
2016
2015
Interest income:
 
 
 
 
 
Interest and fees on loans
$
23,391

$
22,146

 
$
46,357

$
41,306

Interest and dividends on taxable investment securities
4,738

4,553

 
9,419

8,916

Interest on tax-exempt investment securities
781

806

 
1,561

1,402

Other interest income
11

61

 
27

101

Total interest income
28,921

27,566

 
57,364

51,725

Interest expense:
 
 
 
 
 
Interest on deposits
1,503

1,618

 
3,104

3,177

Interest on short-term borrowings
105

31

 
192

66

Interest on long-term borrowings
1,005

1,124

 
1,993

2,270

Total interest expense
2,613

2,773

 
5,289

5,513

Net interest income
26,308

24,793

 
52,075

46,212

Provision for loan losses
727

672

 
1,682

1,022

Net interest income after provision for loan losses
25,581

24,121

 
50,393

45,190

Other income:
 
 
 
 
 
Insurance income
3,299

3,283

 
7,797

7,595

Trust and investment income
2,776

2,544

 
5,158

4,591

Electronic banking income
2,567

2,312

 
5,102

4,292

Deposit account service charges
2,563

2,848

 
5,166

5,143

Net gain on investment securities
767

11

 
863

611

Mortgage banking income
265

412

 
425

715

Net loss on asset disposals and other transactions
(769
)
(136
)
 
(800
)
(1,239
)
Other non-interest income
897

527

 
1,773

1,098

Total other income
12,365

11,801

 
25,484

22,806

Other expenses:
 
 
 
 
 
Salaries and employee benefit costs
13,972

14,560

 
28,297

31,921

Net occupancy and equipment expense
2,581

3,138

 
5,387

5,433

Professional fees
2,123

1,808

 
3,582

4,255

Electronic banking expense
1,485

1,320

 
2,918

2,444

Data processing and software expense
1,013

1,025

 
1,762

1,760

Amortization of other intangible assets
1,007

1,144

 
2,015

1,817

Communication expense
584

592

 
1,212

1,094

FDIC insurance expense
540

530

 
1,157

954

Franchise tax expense
483

502

 
1,021

1,050

Marketing expense
414

1,071

 
812

1,716

Foreclosed real estate and other loan expenses
100

551

 
351

872

Other non-interest expense
2,203

2,537

 
4,273

8,376

Total other expenses
26,505

28,778

 
52,787

61,692

Income before income taxes
11,441

7,144

 
23,090

6,304

Income tax expense
3,479

2,231

 
7,133

2,080

  Net income
$
7,962

$
4,913

 
$
15,957

$
4,224

Earnings per common share - basic
$
0.44

$
0.27

 
$
0.88

$
0.25

Earnings per common share - diluted
$
0.44

$
0.27

 
$
0.88

$
0.24

Weighted-average number of common shares outstanding - basic
17,980,797

18,116,090

 
18,026,272

16,965,603

Weighted-average number of common shares outstanding - diluted
18,113,812

18,253,918

 
18,154,260

17,094,095

Cash dividends declared
$
2,904

$
2,758

 
$
5,652

$
5,030

Cash dividends declared per common share
$
0.16

$
0.15

 
$
0.31

$
0.30


See Notes to the Unaudited Consolidated Financial Statements


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PEOPLES BANCORP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
    
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
(Dollars in thousands)
2016
2015
 
2016
2015
Net income
$
7,962

$
4,913

 
$
15,957

$
4,224

Other comprehensive income (loss):
 
 
 
 
 
Available-for-sale investment securities:
 
 
 
 
 
Gross unrealized holding gain (loss) arising in the period
6,421

(6,596
)
 
18,750

2,287

Related tax (benefit) expense
(2,247
)
2,308

 
(6,563
)
(800
)
Less: reclassification adjustment for net gain included in net income
767

11

 
863

611

Related tax expense
(268
)
(4
)
 
(302
)
(214
)
Net effect on other comprehensive income (loss)
3,675

(4,295
)
 
11,626

1,090

Defined benefit plans:
 
 
 
 
 
Net gain arising during the period
2

533

 
2

507

  Related tax expense
(1
)
(186
)
 
(1
)
(177
)
Amortization of unrecognized loss and service cost on benefit plans
46

30

 
45

62

Related tax expense
(16
)
(9
)
 
(15
)
(21
)
Recognition of loss due to settlement and curtailment

103

 

372

Related tax expense

(36
)
 

(130
)
Net effect on other comprehensive income
31

435

 
31

613

Cash flow hedges:
 
 
 
 
 
Net loss arising during the period
(252
)

 
(252
)

  Related tax benefit
88


 
88


Net effect on other comprehensive loss
(164
)

 
(164
)

Total other comprehensive income (loss), net of tax expense
3,542

(3,860
)
 
11,493

1,703

Total comprehensive income
$
11,504

$
1,053

 
$
27,450

$
5,927

























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CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (Unaudited)
 
 
 
Accumulated Other Comprehensive (Loss) Income
 
Total Stockholders' Equity
 
Common Shares
Retained Earnings
Treasury Stock
(Dollars in thousands)
Balance, December 31, 2015
$
343,948

$
90,790

$
(359
)
$
(14,590
)
$
419,789

Net income

15,957



15,957

Other comprehensive income, net of tax


11,493


11,493

Cash dividends declared

(5,652
)


(5,652
)
Reissuance of treasury stock for common share awards
(1,245
)


1,245


Tax expense from exercise of stock options
(3
)



(3
)
Reissuance of treasury stock for deferred compensation plan for Boards of Directors



201

201

Repurchase of common shares in connection with employee incentive and director compensation plans



(316
)
(316
)
Common shares repurchased under share repurchase program



(4,965
)
(4,965
)
Common shares issued under dividend reinvestment plan
219




219

Common shares issued under compensation plan for Boards of Directors
(24
)


202

178

Common shares issued under employee stock purchase plan
(18
)


207

189

Stock-based compensation expense
663




663

Balance, June 30, 2016
$
343,540

$
101,095

$
11,134

$
(18,016
)
$
437,753

 
See Notes to the Unaudited Consolidated Financial Statements


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PEOPLES BANCORP INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
 
Six Months Ended
 
June 30,
(Dollars in thousands)
2016
2015
Net cash provided by operating activities
$
32,135

$
14,216

Investing activities:
 
 
Available-for-sale investment securities:
 
 
Purchases
(65,889
)
(64,105
)
Proceeds from sales
30,590

47,567

Proceeds from principal payments, calls and prepayments
60,112

59,875

Held-to-maturity investment securities:
 
 
Proceeds from principal payments
1,208

762

Net increase in loans
(54,247
)
(4,653
)
Net expenditures for premises and equipment
(3,785
)
(5,107
)
Proceeds from sales of other real estate owned
141

191

Investment in bank owned life insurance
(35,000
)

Business acquisitions, net of cash received
(244
)
98,147

Investment in limited partnership and tax credit funds
(2,878
)
(108
)
Net cash (used in) provided by investing activities
(69,992
)
132,569

Financing activities:
 
 
Net (decrease) increase in non-interest-bearing deposits
(18,244
)
62,759

Net increase (decrease) in interest-bearing deposits
15,332

(80,493
)
Net increase in short-term borrowings
13,126

4,434

Proceeds from long-term borrowings
55,000


Payments on long-term borrowings
(21,429
)
(57,362
)
Cash dividends paid
(5,423
)
(4,785
)
Purchase of treasury stock under share repurchase program
(4,965
)

Repurchase of common shares in connection with employee incentive and director compensation plans to be held as treasury stock
(316
)
(593
)
Proceeds from issuance of common shares
8


Excess tax (expense) benefit from share-based payment awards
(3
)
63

Net cash provided by (used in) financing activities
33,086

(75,977
)
Net (decrease) increase in cash and cash equivalents
(4,771
)
70,808

Cash and cash equivalents at beginning of period
71,115

61,454

Cash and cash equivalents at end of period
$
66,344

$
132,262

 

 See Notes to the Unaudited Consolidated Financial Statements



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PEOPLES BANCORP INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Note 1.   Summary of Significant Accounting Policies 

Basis of Presentation: The accompanying Unaudited Consolidated Financial Statements of Peoples Bancorp Inc. and its subsidiaries ("Peoples" refers to Peoples Bancorp Inc. and its consolidated subsidiaries collectively, except where the context indicates the reference relates solely to Peoples Bancorp Inc.) have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) for interim financial information and the instructions for Form 10-Q and Article 10 of Regulation S-X.  Accordingly, these financial statements do not contain all of the information and footnotes required by US GAAP for annual financial statements and should be read in conjunction with Peoples’ Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (“2015 Form 10-K”).
The accounting and reporting policies followed in the presentation of the accompanying Unaudited Consolidated Financial Statements are consistent with those described in Note 1 of the Notes to the Consolidated Financial Statements included in Peoples’ 2015 Form 10-K, as updated by the information contained in this Form 10-Q.  Management has evaluated all significant events and transactions that occurred after June 30, 2016 for potential recognition or disclosure in these consolidated financial statements.  In the opinion of management, these consolidated financial statements reflect all adjustments necessary to present fairly such information for the periods and dates indicated.  Such adjustments are normal and recurring in nature.  All significant intercompany accounts and transactions have been eliminated.  The Consolidated Balance Sheet at December 31, 2015, contained herein, has been derived from the audited Consolidated Balance Sheet included in Peoples’ 2015 Form 10-K. 
The preparation of the consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes.  Results of operations for interim periods are not necessarily indicative of the results to be expected for the full year, due in part to seasonal variations and unusual or infrequently occurring items.
New Accounting Pronouncements: From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board ("FASB") or other standard setting bodies that are adopted by Peoples as of the required effective dates. Unless otherwise discussed, management believes the impact of any recently issued standards, including those issued but not yet effective, will not have a material impact on Peoples' financial statements taken as a whole.
In June 2016, the FASB issued Accounting Standards Update ("ASU") 2016-13 - Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The revised accounting guidance will remove all recognition thresholds and will require a company to recognize an allowance for credit losses for the difference between the amortized cost basis of a financial instrument and the amount of amortized cost that the company expects to collect over the instrument's contractual life. It also amends the credit loss measurement guidance for available-for-sale debt securities and beneficial interests in securitized financial assets. This new accounting guidance will be effective for interim and annual reporting periods beginning after December 15, 2019 (effective January 1, 2020, for Peoples). Peoples is currently evaluating the impact of adopting the new accounting guidance on Peoples' consolidated financial statements.
In May 2016, the FASB issued ASU 2016-12 - Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients. This accounting guidance can be implemented using either a retrospective method or a cumulative-effect approach. This accounting guidance provides clarification of the collectibility criterion and when revenue would be recognized for certain contracts. This new accounting guidance will be effective for interim and annual reporting periods beginning after December 15, 2018 (effective January 1, 2019, for Peoples). Management's preliminary analysis suggests that the adoption of the new accounting guidance is not expected to have a material effect on Peoples' financial condition or results of operations. There are many aspects of the new accounting guidance that are still being interpreted, and the FASB has recently issued and proposed updates to certain aspects of the guidance. Therefore, the results of Peoples' preliminary analysis of the materiality of the adoption of the new accounting guidance may change based on the conclusions reached as to the application of the new accounting guidance.
In March 2016, the FASB issued ASU 2016-09 - Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The objective of the simplification initiative is to identify, evaluate, and improve areas of US GAAP for which cost and complexity can be reduced while maintaining or improving the usefulness of the information provided to users of financial statements. The areas for simplification involve several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. Amendments related to the timing of when excess tax


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benefits are recognized, minimum statutory withholding requirements, forfeitures, and intrinsic value are to be applied using a modified retrospective transition method by means of a cumulative-effect adjustment to equity as of the beginning of the period in which the accounting guidance is adopted. For public entities, the amendments are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Peoples will adopt this new accounting guidance as required, and it is not expected to have a material impact on Peoples' results of operations.
In March 2016, the FASB issued ASU 2016-08 - Revenue from Contracts with Customers (Topic 606) which amended the accounting guidance issued by the FASB in May 2014 that revised the criteria for determining when to recognize revenue from contracts with customers and expanded disclosure requirements. The amendment defers the effective date by one year (reflected below). This accounting guidance can be implemented using either a retrospective method or a cumulative-effect approach. This new accounting guidance will be effective for interim and annual reporting periods beginning after December 15, 2018 (effective January 1, 2019, for Peoples). Early adoption is permitted but only for interim and annual reporting periods beginning after December 15, 2016. Peoples has elected to implement the new accounting guidance using a cumulative-effect approach and will adopt this new accounting guidance as required. Management's preliminary analysis suggests that the adoption of the new accounting guidance is not expected to have a material effect on Peoples' financial condition or results of operations. There are many aspects of the new accounting guidance that are still being interpreted, and the FASB has recently issued and proposed updates to certain aspects of the accounting guidance. Therefore, the results of Peoples' preliminary analysis of the materiality of the adoption of the new accounting guidance may change based on the conclusions reached as to the application of the new accounting guidance.
In March 2016, the FASB issued ASU 2016-06 - Derivatives and Hedging (Topic 815): Contingent Put and Call Options in Debt Instruments. The amendment is intended to resolve the diversity in practice by assessing whether contingent call (put) options that can accelerate the payment of principal on debt instruments are clearly and closely related to the debt instrument hosts, which is one of the criteria for bifurcating an embedded derivative. When a call (put) option is contingently exercisable, an entity does not have to assess whether the event that triggers the ability to exercise the call (put) option is related to interest rates or credit risks. For public entities, the amendments are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Peoples is currently evaluating the impact of adopting the new accounting guidance on Peoples' consolidated financial statements, but it is not expected to have a material impact.
In February 2016, the FASB issued ASU 2016-02 - Leases (Topic 842). The amendment was issued to improve the financial reporting of leasing activities and provide a faithful representation of leasing transactions and improve understanding and comparability of a lessee's financial statements. Under the new accounting guidance, a lessee will be required to recognize assets and liabilities for leases with lease terms of more than 12 months. The ASU will require both finance and operating leases to be recognized on the balance sheet. The ASU will affect all companies and organizations that lease real estate. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018 (effective January 1, 2019, for Peoples). Peoples will adopt this new accounting guidance as required, but it is not expected to have a material impact on Peoples' consolidated financial statements.
In January 2016, the FASB issued ASU 2016-01 - Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The amendment is intended to enhance the reporting model for financial instruments to provide users of financial statements with more useful information. The new ASU requires equity investments to be measured at fair value with changes in fair value recognized in net income. However, a reporting organization may choose to measure equity investments that do not have readily determinable fair values at cost minus impairment (if any), from observable price changes in orderly transactions for similar investments of the same issuer. The ASU is effective for fiscal years beginning after December 15, 2019 (effective January 1, 2020, for Peoples). Peoples is currently evaluating the impact of adopting the new accounting guidance on Peoples' consolidated financial statements which may result in an impact to the income statement on a quarterly and annual basis, as market rates fluctuate. Peoples will adopt this accounting guidance as required.



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Note 2.  Fair Value of Financial Instruments 

Available-for-sale securities measured at fair value on a recurring basis comprised the following:
 
 
Fair Value Measurements at Reporting Date Using
(Dollars in thousands)
 
Quoted Prices in Active Markets for Identical Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant Unobservable Inputs
(Level 3)
Fair Value
June 30, 2016
 
 
 
 
Obligations of:
 
 
 
 
U.S. government sponsored agencies
$
1,000

$

$
1,000

$

States and political subdivisions
114,826


114,826


Residential mortgage-backed securities
620,819


620,819


Commercial mortgage-backed securities
23,789


23,789


Bank-issued trust preferred securities
4,536


4,536


Equity securities
7,648

7,433

215


Total available-for-sale securities
$
772,618

$
7,433

$
765,185

$

December 31, 2015
 
 
 
 
Obligations of:
 
 
 
 
U.S. government sponsored agencies
$
2,966

$

$
2,966

$

States and political subdivisions
114,726


114,726


Residential mortgage-backed securities
632,293


632,293


Commercial mortgage-backed securities
23,845


23,845


Bank-issued trust preferred securities
4,635


4,635


Equity securities
6,236

6,024

212


Total available-for-sale securities
$
784,701

$
6,024

$
778,677

$

Held-to-maturity securities reported at fair value comprised the following:
 
 
Fair Value at Reporting Date Using
(Dollars in thousands)
 
Quoted Prices in Active Markets for Identical Assets
Significant
Other
Observable
 Inputs
Significant Unobservable Inputs
Fair Value
(Level 1)
(Level 2)
(Level 3)
June 30, 2016
 
 
 
 
Obligations of:
 
 
 
 
States and political subdivisions
$
4,331

$

$
4,331

$

Residential mortgage-backed securities
35,977


35,977


Commercial mortgage-backed securities
5,835


5,835


Total held-to-maturity securities
$
46,143

$

$
46,143

$

December 31, 2015
 
 
 
 
Obligations of:
 
 
 
 
States and political subdivisions
$
4,221

$

$
4,221

$

Residential mortgage-backed securities
35,196


35,196


Commercial mortgage-backed securities
6,436


6,436


Total held-to-maturity securities
$
45,853

$

$
45,853

$

The fair values used by Peoples are obtained from an independent pricing service and represent either quoted market prices for the identical securities (Level 1 inputs) or fair values determined by pricing models using a market approach that considers observable market data, such as interest rate volatility, LIBOR yield curves, credit spreads and prices from market makers and live trading systems (Level 2). Management reviews the valuation methodology and quality controls utilized by the pricing services in management's overall assessment of the reasonableness of the fair values provided, and challenges prices when management believes a material discrepancy in pricing exists.


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Certain financial assets and financial liabilities are measured at fair value on a non-recurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment).  Financial assets measured at fair value on a non-recurring basis included the following:
Impaired Loans: Impaired loans are measured and reported at fair value when the amounts to be received are less than the carrying value of the loans. One of the allowable methods for determining the amount of impairment is estimating fair value using the fair value of the collateral for collateral-dependent loans. Management’s determination of the fair value for these loans uses a market approach representing the estimated net proceeds to be received from the sale of the collateral based on observable market prices or market value provided by independent, licensed or certified appraisers (Level 2 inputs).  At June 30, 2016, impaired loans with an aggregate outstanding principal balance of $46.5 million were measured and reported at a fair value of $38.4 million.  For the three and six months ended June 30, 2016, Peoples recognized $125,000 and $63,000 of losses on impaired loans, respectively, through the allowance for loan losses.
The following table presents the fair values of financial assets and liabilities carried on Peoples’ Unaudited Consolidated Balance Sheets, including those financial assets and financial liabilities that are not measured and reported at fair value on a recurring basis or non-recurring basis:
 
 
June 30, 2016
 
December 31, 2015
(Dollars in thousands)
Carrying Amount
Fair Value
 
Carrying Amount
Fair Value
Financial assets:
 
 
 
 
 
Cash and cash equivalents
$
66,344

$
66,344

 
$
71,115

$
71,115

Investment securities
855,326

857,163

 
868,830

868,955

Loans (1)
2,115,175

2,083,649

 
2,057,614

2,018,482

Financial liabilities:
 
 
 
 
 
Deposits
$
2,532,971

$
2,537,078

 
$
2,535,944

$
2,540,131

Short-term borrowings
173,512

173,512

 
160,386

160,386

Long-term borrowings
147,980

152,610

 
113,670

117,299

Cash flow hedges (2)
288

288

 


(1) Includes loans held for sale
(2) For additional information, see Note 10. Financial Instruments with Off-Balance Sheet Risk
The methodologies for estimating the fair value of financial assets and liabilities that are measured at fair value on a recurring or non-recurring basis are discussed above.  For certain financial assets and liabilities, carrying value approximates fair value due to the nature of the financial instrument.  These instruments include cash and cash equivalents, demand and other non-maturity deposits, and overnight borrowings.  Peoples used the following methods and assumptions in estimating the fair value of the following financial instruments:
Loans: The fair value of portfolio loans assumes sale of the notes to a third-party financial investor.  Accordingly, this value is not necessarily the value to Peoples if the notes were held to maturity.  Peoples considered interest rate, credit and market factors in estimating the fair value of loans (Level 3 inputs).  In the current whole loan market, financial investors are generally requiring a much higher rate of return than the return inherent in loans if held to maturity given the lack of market liquidity.  This divergence accounts for the majority of the difference in carrying amount over fair value. 
Deposits: The fair value of fixed maturity certificates of deposit is estimated using a discounted cash flow calculation based on current rates offered for deposits of similar remaining maturities (Level 2 inputs).
Long-term Borrowings: The fair value of long-term borrowings is estimated using a discounted cash flow analysis based on rates currently available to Peoples for borrowings with similar terms (Level 2 inputs). 
Cash flow hedges: The fair value of cash flow hedges are recognized in the Unaudited Consolidated Balance Sheets at their fair value. The fair value for derivative instruments is determined based on market prices, broker-dealer quotations on similar products, or other related input parameters. (Level 2 inputs). 




11

Table of Contents

Bank premises and equipment, customer relationships, deposit base, banking center networks, and other information required to compute Peoples’ aggregate fair value are not included in the above information.  Accordingly, the above fair values are not intended to represent the aggregate fair value of Peoples.

Note 3.  Investment Securities 

Available-for-sale
The following table summarizes Peoples’ available-for-sale investment securities:
(Dollars in thousands)
Amortized Cost
Gross Unrealized Gains
Gross Unrealized Losses
Fair Value
June 30, 2016
 
 
 
 
Obligations of:
 
 
 
 
U.S. government sponsored agencies
$
995

$
5

$

$
1,000

States and political subdivisions
109,767

5,059


114,826

Residential mortgage-backed securities
609,507

12,766

(1,454
)
620,819

Commercial mortgage-backed securities
23,005

784


23,789

Bank-issued trust preferred securities
5,157


(621
)
4,536

Equity securities
1,874

5,845

(71
)
7,648

Total available-for-sale securities
$
750,305

$
24,459

$
(2,146
)
$
772,618

December 31, 2015
 
 
 
 
Obligations of:
 
 
 
 
U.S. government sponsored agencies
$
2,908

$
58

$

$
2,966

States and political subdivisions
111,283

3,487

(44
)
114,726

Residential mortgage-backed securities
635,504

4,905

(8,116
)
632,293

Commercial mortgage-backed securities
23,770

119

(44
)
23,845

Bank-issued trust preferred securities
5,146


(511
)
4,635

Equity securities
1,693

4,627

(84
)
6,236

Total available-for-sale securities
$
780,304

$
13,196

$
(8,799
)
$
784,701

Peoples’ investment in equity securities was comprised largely of common stocks issued by various unrelated bank holding companies at both June 30, 2016 and December 31, 2015.  At June 30, 2016, there were no securities of a single issuer that exceeded 10% of stockholders' equity.
The gross gains and gross losses realized by Peoples from sales of available-for-sale securities for the periods ended June 30 were as follows:
 
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
(Dollars in thousands)
2016
2015
 
2016
2015
Gross gains realized
$
767

$
32

 
$
863

$
632

Gross losses realized

21

 

21

Net gain realized
$
767

$
11

 
$
863

$
611

The cost of investment securities sold, and any resulting gain or loss, was based on the specific identification method and recognized as of the trade date.


12

Table of Contents


The following table presents a summary of available-for-sale investment securities that had an unrealized loss:
 
Less than 12 Months
 
12 Months or More
 
Total
(Dollars in thousands)
Fair
Value
Unrealized Loss
No. of Securities
 
Fair
Value
Unrealized Loss
No. of Securities
 
Fair
Value
Unrealized Loss
June 30, 2016
 
 
 
 
 
 
 
 
 
 
Obligations of:
 
 
 
 
 
 
 
 
 
 
Residential mortgage-backed securities
$
13,543

$
204

8

 
$
57,891

$
1,250

23

 
$
71,434

$
1,454

Bank-issued trust preferred securities
2,094

66

1

 
2,443

555

3

 
4,537

621

Equity securities
21

1

1

 
106

70

1

 
127

71

Total
$
15,658

$
271

10

 
$
60,440

$
1,875

27

 
$
76,098

$
2,146

December 31, 2015
 
 
 
 
 
 
 
 
 
 
Obligations of:
 
 
 
 
 
 
 
 
 
 
States and political subdivisions
$
7,662

$
38

8

 
$
213

$
6

1

 
$
7,875

$
44

Residential mortgage-backed securities
303,549

3,902

76

 
102,090

4,214

33

 
405,639

8,116

Commercial mortgage-backed securities
6,682

44

3

 



 
6,682

44

Bank-issued trust preferred securities
2,129

19

1

 
2,506

492

3

 
4,635

511

Equity securities
438

15

2

 
106

69

1

 
544

84

Total
$
320,460

$
4,018

90

 
$
104,915

$
4,781

38

 
$
425,375

$
8,799

Management systematically evaluates available-for-sale investment securities for other-than-temporary declines in fair value on a quarterly basis. At June 30, 2016, management concluded no individual securities were other-than-temporarily impaired since Peoples did not have the intent to sell, nor was it more likely than not that Peoples would be required to sell any of the securities with an unrealized loss prior to recovery. Further, the unrealized losses at both June 30, 2016 and December 31, 2015, were largely attributable to changes in market interest rates and spreads since the securities were purchased.
At June 30, 2016, approximately 99% of the mortgage-backed securities that had been at an unrealized loss position for twelve months or more were issued by U.S. government sponsored agencies. The remaining 1%, or three positions, consisted of privately issued mortgage-backed securities with all of the underlying mortgages originated prior to 2004. Two of the three positions had a fair value less than 90% of their book value, with an aggregate book and fair value of $0.7 million and $0.5 million, respectively. Management analyzed the underlying credit quality of these securities and concluded the unrealized losses were primarily attributable to the floating rate nature of these investments and the low number of loans remaining in these securities.
Furthermore, the three bank-issued trust preferred securities that had been in an unrealized loss position for twelve months or more at June 30, 2016 were primarily attributable to the floating-rate nature of those investments, the current interest rate environment and spreads within that sector.


13

Table of Contents

The table below presents the amortized cost, fair value and total weighted-average yield of available-for-sale securities by contractual maturity at June 30, 2016.  The weighted-average yields are based on the amortized cost.  In some cases, the issuers may have the right to call or prepay obligations without call or prepayment penalties prior to the contractual maturity date.  Rates are calculated on a fully tax-equivalent basis using a 35% federal income tax rate.
 
(Dollars in thousands)
Within 1 Year
1 to 5 Years
5 to 10 Years
Over 10 Years
Total
Amortized cost
 
 
 
 
 
Obligations of:
 
 
 
 
 
U.S. government sponsored agencies
$
995

$

$

$

$
995

States and political subdivisions
675

12,183

31,536

65,373

109,767

Residential mortgage-backed securities
5

14,654

40,393

554,455

609,507

Commercial mortgage-backed securities

3,267

16,054

3,684

23,005

Bank-issued trust preferred securities



5,157

5,157

Equity securities
 
 
 
 
1,874

Total available-for-sale securities
$
1,675

$
30,104

$
87,983

$
628,669

$
750,305

Fair value
 
 
 
 
 
Obligations of:
 
 
 
 
 
U.S. government sponsored agencies
$
1,000

$

$

$

$
1,000

States and political subdivisions
684

12,581

32,724

68,837

114,826

Residential mortgage-backed securities
5

14,721

41,262

564,831

620,819

Commercial mortgage-backed securities

3,383

16,676

3,730

23,789

Bank-issued trust preferred securities



4,536

4,536

Equity securities
 
 
 
 
7,648

Total available-for-sale securities
$
1,689

$
30,685

$
90,662

$
641,934

$
772,618

Total weighted-average yield
2.96
%
3.02
%
2.94
%
2.68
%
2.74
%
Held-to-Maturity
The following table summarizes Peoples’ held-to-maturity investment securities:
(Dollars in thousands)
Amortized Cost
Gross Unrealized Gains
Gross Unrealized Losses
Fair Value
June 30, 2016
 
 
 
 
Obligations of:
 
 
 
 
States and political subdivisions
$
3,826

$
505

$

$
4,331

Residential mortgage-backed securities
34,678

1,324

(25
)
35,977

Commercial mortgage-backed securities
5,802

33


5,835

Total held-to-maturity securities
$
44,306

$
1,862

$
(25
)
$
46,143

December 31, 2015
 
 
 
 
Obligations of:
 
 
 
 
States and political subdivisions
$
3,831

$
394

$
(4
)
$
4,221

Residential mortgage-backed securities
35,367

363

(534
)
35,196

Commercial mortgage-backed securities
6,530


(94
)
6,436

Total held-to-maturity securities
$
45,728

$
757

$
(632
)
$
45,853

There were no gross gains or gross losses realized by Peoples from sales of held-to-maturity securities for the three or six months ended June 30, 2016 and 2015.


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The following table presents a summary of held-to-maturity investment securities that had an unrealized loss:
 
Less than 12 Months
 
12 Months or More
 
Total
(Dollars in thousands)
Fair
Value
Unrealized Loss
No. of Securities
 
Fair
Value
Unrealized Loss
No. of Securities
 
Fair
Value
Unrealized Loss
June 30, 2016
 
 
 
 
 
 
 
 
 
 
Obligations of:
 
 
 
 
 
 
 
 
 
 
States and political subdivisions
$

$


 
$

$


 
$

$

Residential mortgage-backed securities



 
1,109

25

1

 
1,109

25

Commercial mortgage-backed securities



 
88


1

 
88


Total
$

$


 
$
1,197

$
25

2

 
$
1,197

$
25

December 31, 2015
 
 
 
 
 
 
 
 
 
 
Obligations of:
 
 
 
 
 
 
 
 
 
 
States and political subdivisions
$

$


 
$
319

$
4

1

 
$
319

$
4

Residential mortgage-backed securities
3,706

89

2

 
10,040

445

2

 
13,746

534

Commercial mortgage-backed securities
540

4

1

 
5,895

90

1

 
6,435

94

Total
$
4,246

$
93

3

 
$
16,254

$
539

4

 
$
20,500

$
632

The table below presents the amortized cost, fair value and total weighted-average yield of held-to-maturity securities by contractual maturity at June 30, 2016.  The weighted-average yields are based on the amortized cost.  In some cases, the issuers may have the right to call or prepay obligations without call or prepayment penalties prior to the contractual maturity date.  Rates are calculated on a fully tax-equivalent basis using a 35% federal income tax rate.
 
(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
$

$
321

$
977

$
2,528

$
3,826

Residential mortgage-backed securities


4,653

30,025

34,678

Commercial mortgage-backed securities



5,802

5,802

Total held-to-maturity securities
$

$
321

$
5,630

$
38,355

$
44,306

Fair value
 
 
 
 
 
Obligations of:
 
 
 
 
 
States and political subdivisions
$

$
332

$
1,136

$
2,863

$
4,331

Residential mortgage-backed securities


4,870

31,107

35,977

Commercial mortgage-backed securities



5,835

5,835

Total held-to-maturity securities
$

$
332

$
6,006

$
39,805

$
46,143

Total weighted-average yield
%
3.14
%
2.23
%
2.85
%
2.77
%
Other Securities
Peoples' other investment securities on the Unaudited Consolidated Balance Sheet consists largely of shares of the Federal Home Loan Bank of Cincinnati (the “FHLB”) and the Federal Reserve Bank of Cleveland (the "FRB").
Pledged Securities
Peoples had pledged available-for-sale investment securities with carrying values of $495.3 million and $495.5 million at June 30, 2016 and December 31, 2015, respectively, and held-to-maturity investment securities with carrying values of $20.5 million and $21.4 million at June 30, 2016 and December 31, 2015, respectively, to secure public and trust department deposits, and repurchase agreements in accordance with federal and state requirements.  Peoples also pledged available-for-sale investment securities with carrying values of $10.0 million and $11.1 million at June 30, 2016 and December 31, 2015, respectively, and held-to-maturity securities with carrying values of $22.8 million and $23.3 million at June 30, 2016 and December 31, 2015, respectively, to secure additional borrowing capacity at the FHLB and the FRB.


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Note 4.  Loans

Peoples' loan portfolio consists of various types of loans originated primarily as a result of lending opportunities within Peoples' primary market areas of northeastern, central, southwestern and southeastern Ohio, west central West Virginia, and northeastern Kentucky. Acquired loans consist of loans purchased in 2012 or thereafter in a business combination. The major classifications of loan balances, excluding loans held for sale, were as follows:
(Dollars in thousands)
June 30,
2016
December 31, 2015
Originated loans:
 
 
Commercial real estate, construction
$
88,672

$
63,785

Commercial real estate, other
468,404

471,184

    Commercial real estate
557,076

534,969

Commercial and industrial
322,512

288,130

Residential real estate
304,275

288,783

Home equity lines of credit
80,049

74,176

Consumer, indirect
205,980

165,320

Consumer, other
65,717

61,813

   Consumer
271,697

227,133

Deposit account overdrafts
1,214

1,448

Total originated loans
$
1,536,823

$
1,414,639

Acquired loans:
 
 
Commercial real estate, construction
$
10,321

$
12,114

Commercial real estate, other
240,506

265,092

    Commercial real estate
250,827

277,206

Commercial and industrial
55,840

63,589

Residential real estate
250,848

276,772

Home equity lines of credit
28,968

32,253

Consumer, indirect
1,136

1,776

Consumer, other
4,348

6,205

   Consumer
5,484

7,981

Total acquired loans
$
591,967

$
657,801

Loans, net of deferred fees and costs
$
2,128,790

$
2,072,440

Peoples has acquired various loans through business combinations for which there was, at acquisition, evidence of deterioration of credit quality since origination, and for which it was probable that all contractually required payments would not be collected. The carrying amounts of these loans included in the loan balances above are summarized as follows:
(Dollars in thousands)
June 30,
2016
December 31,
2015
Commercial real estate, other
$
15,220

$
16,893

Commercial and industrial
2,437

3,040

Residential real estate
24,907

27,155

Consumer
139

193

Total outstanding balance
$
42,703

$
47,281

Net carrying amount
$
31,027

$
35,064



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Table of Contents

Changes in the accretable yield for purchased credit impaired loans for the six months ended June 30, 2016 were as follows:
(Dollars in thousands)
Accretable Yield
Balance, December 31, 2015
$
7,042

Reclassification from nonaccretable to accretable
1,916

Accretion
(967
)
Balance, June 30, 2016
$
7,991

Peoples completes semi-annual re-estimations of cash flows on acquired purchased credit impaired loans in February and August of each year. The above reclassification from nonaccretable to accretable related to the re-estimation of cash flows on the acquired purchased credit impaired loan portfolios coupled with the loans performing better than expected. The majority of the reclassification related to prepayment speeds decreasing in the residential portfolio, resulting in higher total expected cash flows.
Cash flows expected to be collected on purchased credit impaired loans are estimated semi-annually by incorporating several key assumptions similar to the initial estimate of fair value. These key assumptions include probability of default, and the amount of actual prepayments after the acquisition date. Prepayments affect the estimated life of the loans and could change the amount of interest income, and possibly principal expected to be collected. In reforecasting future estimated cash flows, credit loss expectations are adjusted as necessary.
Peoples pledges certain loans secured by 1-4 family and multifamily residential mortgages under a blanket collateral agreement to secure borrowings from the FHLB. The amount of such pledged loans totaled $546.1 million and $554.8 million at June 30, 2016 and December 31, 2015, respectively. Peoples also pledges commercial loans to secure borrowings with the FRB. The outstanding balances of these loans totaled $166.4 million and $195.5 million at June 30, 2016 and December 31, 2015, respectively.
Nonaccrual and Past Due Loans
A loan is considered past due if any required principal and interest payments have not been received as of the date such payments were required to be made under the terms of the loan agreement. A loan may be placed on nonaccrual status regardless of whether or not such loan is considered past due.


17

Table of Contents

The recorded investments in loans on nonaccrual status and loans delinquent for 90 days or more and accruing were as follows:
 
Nonaccrual Loans
 
Loans 90+ Days Past Due and Accruing
(Dollars in thousands)
June 30,
2016
December 31,
2015
 
June 30,
2016
December 31,
2015
Originated loans:
 
 
 
 
 
Commercial real estate, construction
$
877

$
921

 
$

$

Commercial real estate, other
6,711

7,041

 
1,377


    Commercial real estate
7,588

7,962

 
1,377


Commercial and industrial
1,827

480

 

680

Residential real estate
3,423

3,057

 
74

169

Home equity lines of credit
200

321

 


Consumer, indirect
46

34

 


Consumer, other
8

58

 

1

    Consumer
54

92

 

1

Total originated loans
$
13,092

$
11,912

 
$
1,451

$
850

Acquired loans:
 
 
 
 
 
Commercial real estate, other
566

469

 
2,605

2,425

    Commercial real estate
566

469

 
2,605

2,425

Commercial and industrial
281

247

 
459

1,306

Residential real estate
1,360

798

 
1,347

1,353

Home equity lines of credit
278

98

 

35

Consumer, other
5

7

 
7


Total acquired loans
$
2,490

$
1,619

 
$
4,418

$
5,119

Total loans
$
15,582

$
13,531

 
$
5,869

$
5,969



18

Table of Contents

The following table presents the aging of the recorded investment in past due loans:
 
Loans Past Due
 
Current
Loans
Total
Loans
(Dollars in thousands)
30 - 59 days
60 - 89 days
90 + Days
Total
 
June 30, 2016
 
 
 
 
 
 
 
Originated loans:
 
 
 
 
 
 
 
Commercial real estate, construction
$

$
877

$

$
877

 
$
87,795

$
88,672

Commercial real estate, other
1,688

1,988

7,414

11,090

 
457,314

468,404

    Commercial real estate
1,688

2,865

7,414

11,967

 
545,109

557,076

Commercial and industrial
405

102

1,646

2,153

 
320,359

322,512

Residential real estate
1,546

1,949

1,010

4,505

 
299,770

304,275

Home equity lines of credit
151

161

42

354

 
79,695

80,049

Consumer, indirect
812

61


873

 
205,107

205,980

Consumer, other
230

229


459

 
65,258

65,717

    Consumer
1,042

290


1,332

 
270,365

271,697

Deposit account overdrafts




 
1,214

1,214

Total originated loans
$
4,832

$
5,367

$
10,112

$
20,311

 
$
1,516,512

$
1,536,823

Acquired loans:
 
 
 
 
 
 
 
Commercial real estate, construction
$

$

$
40

$
40

 
$
10,281

$
10,321

Commercial real estate, other
837

396

2,958

4,191

 
236,315

240,506

    Commercial real estate
837

396

2,998

4,231

 
246,596

250,827

Commercial and industrial
502

53

740

1,295

 
54,545

55,840

Residential real estate
1,518

1,642

2,177

5,337

 
245,511

250,848

Home equity lines of credit

53

206

259

 
28,709

28,968

Consumer, indirect
22



22

 
1,114

1,136

Consumer, other
18

55

7

80

 
4,268

4,348

    Consumer
40

55

7

102


5,382

5,484

Total acquired loans
$
2,897

$
2,199

$
6,128

$
11,224

 
$
580,743

$
591,967

Total loans
$
7,729

$
7,566

$
16,240

$
31,535

 
$
2,097,255

$
2,128,790



19

Table of Contents

 
Loans Past Due
 
Current
Loans
Total
Loans
(Dollars in thousands)
30 - 59 days
60 - 89 days
90 + Days
Total
 
December 31, 2015
 
 
 
 
 
 
 
Originated loans:
 
 
 
 
 
 
 
Commercial real estate, construction
$
913

$

$
8

$
921

 
$
62,864

$
63,785

Commercial real estate, other
7,260

1,258

379

8,897

 
462,287

471,184

    Commercial real estate
8,173

1,258

387

9,818

 
525,151

534,969

Commercial and industrial
1,437

215

767

2,419

 
285,711

288,130

Residential real estate
3,124

1,105

1,263

5,492

 
283,291

288,783

Home equity lines of credit
161

7

104

272

 
73,904

74,176

Consumer, indirect
790

168


958

 
164,362

165,320

Consumer, other
597

82

32

711

 
61,102

61,813

    Consumer
1,387

250

32

1,669


225,464

227,133

Deposit account overdrafts




 
1,448

1,448

Total originated loans
$
14,282

$
2,835

$
2,553

$
19,670

 
$
1,394,969

$
1,414,639

Acquired loans:
 
 
 
 
 
 
 
Commercial real estate, construction
$

$

$
40

$
40

 
$
12,074

$
12,114

Commercial real estate, other
1,592

352

2,730

4,674

 
260,418

265,092

    Commercial real estate
1,592

352

2,770

4,714

 
272,492

277,206

Commercial and industrial
177

232

1,553

1,962

 
61,627

63,589

Residential real estate
4,910

2,480

1,745

9,135

 
267,637

276,772

Home equity lines of credit
318

20

95

433

 
31,820

32,253

Consumer, indirect
23



23

 
1,753

1,776

Consumer, other
67

31


98

 
6,107

6,205

    Consumer
90

31


121

 
7,860

7,981

Total acquired loans
$
7,087

$
3,115

$
6,163

$
16,365

 
$
641,436

$
657,801

Total loans
$
21,369

$
5,950

$
8,716

$
36,035

 
$
2,036,405

$
2,072,440

Credit Quality Indicators
As discussed in Note 1 of the Notes to the Consolidated Financial Statements included in Peoples' 2015 Form 10-K, Peoples categorizes the majority of its loans into risk categories based upon an established risk grading matrix using a scale of 1 to 8. A description of the general characteristics of the risk grades used by Peoples is as follows:
“Pass” (grades 1 through 4): Loans in this risk category involve borrowers of acceptable-to-strong credit quality and risk who have the apparent ability to satisfy their loan obligations. Loans in this risk grade would possess sufficient mitigating factors, such as adequate collateral or strong guarantors possessing the capacity to repay the loan if required, for any weakness that may exist.
“Watch” (grade 5): Loans in this risk grade are the equivalent of the regulatory definition of “Other Assets Especially Mentioned” classification. Loans in this category possess some credit deficiency or potential weakness, which requires a high level of management attention. Potential weaknesses include declining trends in operating earnings and cash flows and/or reliance on the secondary source of repayment. If left uncorrected, these potential weaknesses may result in noticeable deterioration of the repayment prospects for the loan or in Peoples' credit position.
“Substandard” (grade 6): Loans in this risk grade are inadequately protected by the borrower's current financial condition and payment capability or of the collateral pledged, if any. Loans so classified have one or more well-defined weaknesses that jeopardize the orderly repayment of the loan. They are characterized by the distinct possibility that Peoples will sustain some loss if the deficiencies are not corrected.
“Doubtful” (grade 7): Loans in this risk grade have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or orderly repayment in full, on the basis of current existing facts, conditions and values, highly questionable and improbable. Possibility of loss is extremely high, but because of certain important and reasonably specific factors that may work to the advantage and strengthening of the exposure, its classification as an estimated loss is deferred until its more exact status may be determined.


20

Table of Contents

“Loss” (grade 8): Loans in this risk grade are considered to be non-collectible and of such little value that their continuance as bankable assets is not warranted. This does not mean the loan has absolutely no recovery value, but rather it is neither practical nor desirable to defer writing off the loan, even though partial recovery may be obtained in the future. Charge-offs against the allowance for loan losses are taken in the period in which the loan becomes uncollectible. Consequently, Peoples typically does not maintain a recorded investment in loans within this category.
Consumer loans and other smaller-balance loans are evaluated and categorized as “substandard”, “doubtful” or “loss” based upon the regulatory definition of these classes and consistent with regulatory requirements. All other loans not evaluated individually, nor meeting the regulatory conditions to be categorized as described above, would be considered as being “not rated”.
The following table summarizes the risk category of Peoples' loan portfolio based upon the most recent analysis performed:
 
Pass Rated
(Grades 1 - 4)
Watch
(Grade 5)
Substandard
(Grade 6)
Doubtful (Grade 7)
Not
Rated
Total
Loans
(Dollars in thousands)
June 30, 2016
 
 
 
 
 
 
Originated loans:
 
 
 
 
 
 
Commercial real estate, construction
$
87,111

$

$
877

$

$
684

$
88,672

Commercial real estate, other
444,483

8,486

15,435



468,404

    Commercial real estate
531,594

8,486

16,312


684

557,076

Commercial and industrial
285,036

31,721

5,732


23

322,512

Residential real estate
20,972

1,161

10,917

208

271,017

304,275

Home equity lines of credit
794


140


79,115

80,049

Consumer, indirect
97


1


205,882

205,980

Consumer, other
124




65,593

65,717

   Consumer
221


1


271,475

271,697

Deposit account overdrafts




1,214

1,214

Total originated loans
$
838,617

$
41,368

$
33,102

$
208

$
623,528

$
1,536,823

Acquired loans:
 
 
 
 
 
 
Commercial real estate, construction
$
10,321

$

$

$

$

$
10,321

Commercial real estate, other
212,597

12,717

15,120

72


240,506

    Commercial real estate
222,918

12,717

15,120

72


250,827

Commercial and industrial
53,878

109

1,657

196


55,840

Residential real estate
17,648

660

1,407


231,133

250,848

Home equity lines of credit
280




28,688

28,968

Consumer, indirect
81




1,055

1,136

Consumer, other
60




4,288

4,348

   Consumer
141




5,343

5,484

Total acquired loans
$
294,865

$
13,486

$
18,184

$
268

$
265,164

$
591,967

Total loans
$
1,133,482

$
54,854

$
51,286

$
476

$
888,692

$
2,128,790



21

Table of Contents

 
Pass Rated
(Grades 1 - 4)
Watch
(Grade 5)
Substandard
(Grade 6)
Doubtful (Grade 7)
Not
Rated
Total
Loans
(Dollars in thousands)
December 31, 2015
 
 
 
 
 
 
Originated loans:
 
 
 
 
 
 
Commercial real estate, construction
$
62,225

$

$
913

$

$
647

$
63,785

Commercial real estate, other
434,868

18,710

17,595


11

471,184

    Commercial real estate
497,093

18,710

18,508


658

534,969

Commercial and industrial
259,183

23,601

5,344


2

288,130

Residential real estate
21,903

1,168

12,282

187

253,243

288,783

Home equity lines of credit
785


175


73,216

74,176

Consumer, indirect
94


3


165,223

165,320

Consumer, other
114




61,699

61,813

   Consumer
208


3


226,922

227,133

Deposit account overdrafts




1,448

1,448

Total originated loans
$
779,172

$
43,479

$
36,312

$
187

$
555,489

$
1,414,639

Acquired loans:
 
 
 
 
 
 
Commercial real estate, construction
$
12,114

$

$

$

$

$
12,114

Commercial real estate, other
233,630

13,866

17,521

75


265,092

    Commercial real estate
245,744

13,866

17,521

75


277,206

Commercial and industrial
56,077

3,078

4,238

196


63,589

Residential real estate
18,027

1,409

1,786


255,550

276,772

Home equity lines of credit
316




31,937

32,253

Consumer, indirect
130




1,646

1,776

Consumer, other
126




6,079

6,205

   Consumer
256




7,725

7,981

Total acquired loans
$
320,420

$
18,353

$
23,545

$
271

$
295,212

$
657,801

Total loans
$
1,099,592

$
61,832

$
59,857

$
458

$
850,701

$
2,072,440



22

Table of Contents

Impaired Loans
The following table summarizes loans classified as impaired:
 
Unpaid
Principal
Balance
Recorded Investment
Total
Recorded
Investment
 
Average
Recorded
Investment
Interest
Income
Recognized
 
With
Allowance
Without
Allowance
Related
Allowance
(Dollars in thousands)
June 30, 2016
 
 
 
 
 
 
 
Commercial real estate, construction
$
937

$

$
920

$
920

$

$
937

$
1

Commercial real estate, other
21,013

6,718

13,991

20,709

1,286

20,390

455

    Commercial real estate
$
21,950

$
6,718

$
14,911

$
21,629

$
1,286

$
21,327

$
456

Commercial and industrial
4,555

3,261

1,195

4,456

469

3,692

101

Residential real estate
31,589

433

30,330

30,763

127

29,559

771

Home equity lines of credit
1,164


1,158

1,158


847

28

Consumer, indirect
238


222

222


153

7

Consumer, other
189


185

185


180

9

    Consumer
427


407

407


333

16

Total
$
59,685

$
10,412

$
48,001

$
58,413

$
1,882

$
55,758

$
1,372

December 31, 2015
 
 
 
 
 
 
 
Commercial real estate, construction
$
957

$

$
957

$
957

$

$
227

$
3

Commercial real estate, other
23,430

6,396

12,772

19,168

1,363

13,070

815

    Commercial real estate
$
24,387

$
6,396

$
13,729

$
20,125

$
1,363

$
13,297

$
818

Commercial and industrial
5,670

1,224

4,130

5,354

351

4,049

246

Residential real estate
31,304

370

28,834

29,204

106

26,785

1,354

Home equity lines of credit
425


419

419


325

18

Consumer, indirect
118


103

103


84


Consumer, other
265


195

195


210

28

    Consumer
383


298

298


294

28

Total
$
62,169

$
7,990

$
47,410

$
55,400

$
1,820

$
44,750

$
2,464

At June 30, 2016, Peoples' impaired loans shown in the table above included loans that were classified as troubled debt restructurings ("TDRs").
In assessing whether or not a borrower is experiencing financial difficulties, Peoples considers information currently available regarding the financial condition of the borrower. This information includes, but is not limited to, whether (i) the borrower is currently in payment default on any of the borrower's debt; (ii) a payment default is probable in the foreseeable future without the modification; (iii) the borrower has declared or is in the process of declaring bankruptcy; and (iv) the borrower's projected cash flow is insufficient to satisfy contractual payments due under the original terms of the loan without a modification.
Peoples considers all aspects of the modification to loan terms to determine whether or not a concession has been granted to the borrower. Key factors considered by Peoples include the borrower's ability to access funds at a market rate for debt with similar risk characteristics, the significance of the modification relative to the unpaid principal balance or collateral value of the debt, and the significance of a delay in the timing of payments relative to the original contractual terms of the loan. The most common concessions granted by Peoples generally include one or more modifications to the terms of the loan, such as (i) a reduction in the interest rate for the remaining life of the loan, (ii) an extension of the maturity date at an interest rate lower than the current market rate for new loans with similar risk, (iii) a temporary period of interest-only payments, and (iv) a reduction in the contractual payment amount for either a short period or the remaining term of the loan.



23

Table of Contents

The following table summarizes the loans that were modified as a TDR during the three and six months ended June 30:
 
 
Three Months Ended
 
 
Recorded Investment (1)
(Dollars in thousands)
Number of Contracts
Pre-Modification
Post-Modification
Remaining Recorded Investment
June 30, 2016
 
 
 
Originated loans:
 
 
 
Commercial real estate, other
1

$
57

$
57

$
57

Commercial and industrial
2

22

30

30

Residential real estate
1

36

36

36

Home equity lines of credit
1

11

11

11

Consumer, indirect
4

72

72

72

Consumer, other
2

12

12

12

   Consumer
6

84

84

84

Total originated loans
11

210

218

218

Acquired loans:
 
 
 
Residential real estate
5

$
519

$
519

$
516

Home equity lines of credit
3

179

179

177

Consumer, indirect
2

9

9

9

Consumer, other
4

21

21

21

   Consumer
6

30

30

30

Total acquired loans
14

$
728

$
728

$
723

June 30, 2015
 
 
 
Originated loans:
 
 
 
Residential real estate
2

$
184

$
184

$
184

Home equity lines of credit
4

92

92

91

Consumer, other
2

10

10

10

Total originated loans
8

$
286

$
286

$
285

Acquired loans:
 
 
 
Commercial real estate, other
1

$
24

$
24

$
24

Residential real estate
2

35

35

35

Home equity lines of credit
1

8

8

8

Total acquired loans
4

$
67

$
67

$
67

(1) The amounts shown are inclusive of all partial paydowns and charge-offs. Loans modified in a TDR that were fully paid down, charged-off or foreclosed upon by period end are not reported.


24

Table of Contents

 
 
 
 
 
 
 
Six Months Ended
 
 
Recorded Investment (1)
(Dollars in thousands)
Number of Contracts
Pre-Modification
Post-Modification
Remaining Recorded Investment
June 30, 2016
 
 
 
 
Originated loans:
 
 
 
 
Commercial real estate, other
1

$
57

$
57

$
57

Commercial and industrial
6

$
722

$
730

$
731

Residential real estate
3

120

120

120

Home equity lines of credit
1

11

11

10

Consumer, indirect
5

83

83

82

Consumer, other
4

15

15

14

   Consumer
9

98

98

96

Total originated loans
20

$
1,008

$
1,016

$
1,014

Acquired loans:
 
 
 
 
Residential real estate
10

$
850

$
852

$
846

Home equity lines of credit
3

179

179

177

Consumer, indirect
2

10

10

10

Consumer, other
5

24

24

24

   Consumer
7

34

34

34

Total acquired loans
20

$
1,063

$
1,065

$
1,057

June 30, 2015
 
 
 
 
Originated loans:
 
 
 
 
Residential real estate
2

$
184

$
184

$
184

Home equity lines of credit
9

308

309

306

Consumer, indirect
1

6

6

6

Consumer, other
2

10

10

10

   Consumer
3

16

16

16

Total originated loans
14

$
508

$
509

$
506

Acquired loans:
 
 
 
 
Commercial real estate, other
1

$
24

$
24

$
24

Residential real estate
2

35

35

35

Home equity lines of credit
1

8

8

8

Total acquired loans
4

$
67

$
67

$
67

(1) The amounts shown are inclusive of all partial paydowns and charge-offs. Loans modified in a TDR that were fully paid down, charged-off or foreclosed upon by period end are not reported.


25

Table of Contents



The following table presents those loans for the six months ended June 30 that were modified as a TDR during the last twelve months that subsequently defaulted (i.e., 90 days or more past due following a modification.)
 
 
 
 
 
 
 
 
 
June 30, 2016
 
June 30, 2015
(Dollars in thousands)
Number of Contracts
Recorded Investment (1)
Impact on the Allowance for Loan Losses
 
Number of Contracts
Recorded Investment (1)
Impact on the Allowance for Loan Losses
Acquired loans:
 
 
 
 
 
 
 
Commercial and industrial

$

$

 
2

196


Total

$

$

 
2

$
196

$

(1) The amounts shown are inclusive of all partial paydowns and charge-offs. Loans modified in a TDR that were fully paid down, charged-off or foreclosed upon by period end are not reported.
Peoples did not have any originated and acquired loans that were modified as a TDR during the last twelve months that subsequently defaulted. Peoples had no additional commitments to lend additional funds to the related debtors whose terms have been modified in a TDR.
Allowance for Originated Loan Losses
Changes in the allowance for originated loan losses for the six months ended June 30, were as follows:
(Dollars in thousands)
Commercial Real Estate
Commercial and Industrial
Residential Real Estate
Home Equity Lines of Credit
Consumer
Deposit Account Overdrafts
Total
Balance, January 1, 2016
$
7,076

$
5,382

$
1,257

$
732

$
1,971

$
121

$
16,539

Charge-offs

(1,017
)
(379
)
(29
)
(1,047
)
(334
)
(2,806
)
Recoveries
1,181

250

69

26

600

108

2,234

Net recoveries (charge-offs)
1,181

(767
)
(310
)
(3
)
(447
)
(226
)
(572
)
(Recovery of) provision for loan losses
(721
)
619

349

(45
)
1,223

249

1,674

Balance, June 30, 2016
$
7,536

$
5,234

$
1,296

$
684

$
2,747

$
144

$
17,641

 
 
 
 
 
 
 
 
Period-end amount allocated to:
 
 
 
 
 
 
Loans individually evaluated for impairment
$
1,286

$
469

$
127

$

$

$

$
1,882

Loans collectively evaluated for impairment
6,250

4,765

1,169

684

2,747

144

15,759

Ending balance
$
7,536

$
5,234

$
1,296

$
684

$
2,747

$
144

$
17,641

 
 
 
 
 
 
 
 
Balance, January 1, 2015
$
9,825

$
4,036

$
1,627

$
694

$
1,587

$
112

$
17,881

Charge-offs
(44
)
(343
)
(282
)
(81
)
(482
)
(323
)
(1,555
)
Recoveries
82

94

159

80

325

93

833

Net recoveries (charge-offs)
38

(249
)
(123
)
(1
)
(157
)
(230
)
(722
)
(Recovery of) provision for loan losses
(2,733
)
3,408

(207
)
45

237

272

1,022

Balance, June 30, 2015
$
7,130

$
7,195

$
1,297

$
738

$
1,667

$
154

$
18,181

 
 
 
 
 
 
 
 
Period-end amount allocated to:
 
 
 
 
 
 
Loans individually evaluated for impairment
$
286

$
3,556

$
6

$

$

$

$
3,848

Loans collectively evaluated for impairment
6,844

3,639

1,291

738

1,667

154

14,333

Ending balance
$
7,130

$
7,195

$
1,297

$
738

$
1,667

$
154

$
18,181



26

Table of Contents

The increase in the allowance for loan losses allocated to commercial real estate recorded during the first six months of 2016 compared to the same period of 2015 was related to additional provision needed for loans individually evaluated for impairment. The reduction in the allowance for loan losses allocated to commercial and industrial recorded during the first six months of 2016 compared to the same period of 2015 was driven by a decrease in the allowance needed for loans individually evaluated for impairment which was offset partially by loan growth. The changes in the residential real estate, home equity lines of credit and consumer categories of the allowance for originated loan losses and the related provision for originated loan losses recorded during the first six months of 2016 compared to the same period in 2015 were driven by net charge-off activity and increases in the size of the respective loan portfolios.

Allowance for Acquired Loan Losses
Acquired loans are recorded at their fair value as of the acquisition date with no valuation allowance, and monitored for changes in credit quality and subsequent increases or decreases in expected cash flows. Decreases in expected cash flows of acquired credit impaired loans are recognized as an impairment, with the amount of the expected loss included in management's evaluation of the appropriateness of the allowance for loan losses. The methods utilized to estimate the required allowance for loan losses for nonimpaired acquired loans are similar to those utilized for originated loans; however, Peoples records a provision for loan losses only when the computed allowance exceeds the remaining fair value adjustment. As of June 30, 2016, the expected cash flows for both nonimpaired acquired loans and acquired credit impaired loans had decreased from those as of the respective acquisition dates, resulting in Peoples recording provision for loan losses with respect to those acquired loans.
The following table presents activity in the allowance for loan losses for acquired loans for the six months ended June 30:
 
Three Months Ended
 
Six Months Ended
(Dollars in thousands)
June 30, 2016
June 30, 2015
 
June 30, 2016
June 30, 2015
Purchased credit impaired loans:
 
 
 
 
 
Balance, beginning of period
$
202

$

 
$
240

$

Charge-offs
(5
)

 
(51
)

Recoveries


 


Net charge-offs (recoveries)
(5
)

 
(51
)

Provision for loan losses


 
8


Balance, June 30
$
197

$

 
$
197

$


Note 5. Goodwill and Other Intangible Assets

Prior to 2016, Peoples performed its annual goodwill impairment test as of June 30. During 2016, Peoples changed its method in applying the relevant accounting principle and, therefore, will be completing the annual goodwill impairment test as of October 1 in 2016 and future periods. This voluntary change is preferable as it aligns the goodwill impairment testing with the preparation of the underlying data used in the annual test, including financial and strategic information that is prepared late in the year. This change is not intended to delay, accelerate or avoid any impairment charges. This change is not applied retrospectively as it is impracticable to do so because retrospective application would require application of significant estimates and assumptions with the use of hindsight. Accordingly, the change will be applied prospectively.



27

Table of Contents


Note 6. Long-Term Borrowings

The following table summarizes Peoples' long-term borrowings:
 
June 30, 2016
December 31, 2015
(Dollars in thousands)
Balance
Weighted-
Average
Rate
Balance
Weighted-
Average
Rate
FHLB putable, non-amortizing, fixed-rate advances
$
70,000

2.49
%
$
50,000

3.32
%
FHLB amortizing, fixed-rate advances
31,214

2.02
%
16,934

2.69
%
Callable national market repurchase agreements
40,000

3.63
%
40,000

3.63
%
Junior subordinated debt securities
6,829

2.18
%
6,736

1.83
%
Unamortized debt issuance costs
(63
)
%

%
Total long-term borrowings
$
147,980

2.69
%
$
113,670

3.25
%
The putable, non-amortizing, fixed-rate FHLB advances have original maturities ranging from two to eleven years that may be repaid prior to maturity, subject to termination fees. The FHLB has the option, solely at its discretion, to terminate the advances after the initial fixed rate periods ranging from three months to five years, requiring full repayment of the advances by Peoples, prior to the stated maturity. If an advance is terminated prior to maturity, the FHLB will offer Peoples replacement funding at the then-prevailing rate on an advance product then offered by the FHLB, subject to normal FHLB credit and collateral requirements. These advances require monthly interest payments, with no repayment of principal until the earlier of either an option exercise by the FHLB or the stated maturity. The amortizing, fixed-rate FHLB advances have a fixed rate for the term of the loan, with maturities ranging from two to fifteen years. These advances require monthly principal and interest payments, with some having a constant prepayment rate requiring an additional principal payment annually. These advances are not eligible for optional prepayment prior to maturity.
Peoples continually evaluates the overall balance sheet position given the interest rate environment. During the second quarter of 2016, Peoples executed transactions to take advantage of the low interest rates, which included:
Peoples restructured $20.0 million of borrowings that had a weighted-average rate of 2.97%, resulting in a $700,000 loss. Peoples replaced these borrowings with a long-term FHLB advance, which has an interest rate of 2.17% and matures in 2026.
Peoples borrowed an additional $35.0 million of long-term FHLB amortizing advances, which had interest rates ranging from 1.08% to 1.40%, and mature between 2019 and 2031.
Peoples entered into three forward starting interest rate swaps during the second quarter of 2016 to obtain short-term borrowings at fixed rates, with interest rates ranging from 1.49% to 1.56%, which become effective in 2018 and mature between 2023 and 2025. These swaps will replace $30.0 million in borrowings that mature in 2018, which have interest rates ranging from 3.65% to 3.92%.
Additional information regarding Peoples' interest rate swaps can be found in Note 10 of the Notes to the Unaudited Consolidated Financial Statements.
Peoples' national market repurchase agreements consist of agreements with unrelated financial service companies and have original maturities ranging from five to ten years. In general, these agreements may not be terminated by Peoples prior to maturity without incurring additional costs.
On March 6, 2015, Peoples acquired NB&T Financial Group, Inc. ("NB&T"), which included the assumption of Fixed/Floating Rate Junior Subordinated Debt Securities due in 2037 (the "junior subordinated debt securities"). At the acquisition date, junior subordinated debt securities with a fair value of $6.6 million were held in a statutory trust whose common securities were wholly-owned by NB&T. The sole assets of the statutory trust are the junior subordinated debt securities and related payments. The junior subordinated debt securities and the back-up obligations, in the aggregate, constitute a full and unconditional guarantee of the obligations of the statutory trust under the Capital Securities held by third-party investors. Distributions on the Capital Securities are payable at the annual rate of 1.50% over the 3-month LIBOR. Distributions on the Capital Securities are included in interest expense in the Unaudited Consolidated Financial Statements. These securities are considered Tier I capital (with certain limitations applicable) under current regulatory guidelines. The junior subordinated debt securities are subject to mandatory redemption, in whole or in part, upon repayment of the Capital Securities at maturity or their earlier redemption at the liquidation amount. Subject to prior approval of the Federal Reserve, the Capital Securities


28

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are redeemable prior to the maturity date of September 6, 2037, and are redeemable at par. Since September 6, 2012, the Capital Securities have been redeemable at par. Distributions on the Capital Securities can be deferred from time to time for a period not to exceed 20 consecutive semi-annual periods.
On March 4, 2016, Peoples entered into a Credit Agreement (the "RJB Credit Agreement"), with Raymond James Bank, N.A. ("Raymond James") which provides Peoples with a revolving line of credit in the maximum aggregate principal amount of $15 million (the "RJB Loan Commitment") for the purpose of: (i) to the extent that any amounts remained outstanding, paying off the then outstanding $15 million revolving credit loan to Peoples, (ii) making acquisitions; (iii) making stock repurchases; (iv) working capital needs; and (v) other general corporate purposes. On March 4, 2016, Peoples paid fees of $70,600, representing 0.47% of the RJB Loan Commitment.
The RJB Credit Agreement is unsecured. However, the RJB Credit Agreement contains negative covenants which preclude Peoples from: (i) taking any action which could, directly or indirectly, decrease Peoples' ownership (alone or together with any of Peoples' subsidiaries) interest in Peoples Bank (Peoples' Ohio state-chartered subsidiary bank) or any of Peoples Bank's subsidiaries to a level below the percentage of equity interests held as of March 4, 2016; (ii) taking any action to or allowing Peoples Bank or any of Peoples Bank's subsidiaries to take any action to directly or indirectly create, assume, incur, suffer or permit to exist any pledge, encumbrance, security interest, assignment, lien or charge of any kind or character on the equity interests of Peoples Bank or any of Peoples Bank's subsidiaries; or (iii) taking any action to or allow Peoples Bank or any of Peoples Bank's subsidiaries to sell, transfer, issue, reissue or exchange, or grant any option with respect to, any equity interest of Peoples Bank or any of Peoples Bank's subsidiaries. There are also negative covenants limiting the actions which may be taken with respect to the authorization or issuance of additional shares of any class of equity interests of Peoples Bank or any of Peoples Bank's subsidiaries or the grant to any person other than Raymond James Bank of any proxy for existing equity interests of Peoples Bank or any of Peoples Bank's subsidiaries.
The RJB Credit Agreement contains covenants which are usual and customary for comparable transactions. In addition to the negative covenants affecting the equity interests of Peoples Bank and Peoples Bank’s subsidiaries discussed above, under the RJB Credit Agreement, the following covenants must be complied with:
(a)    neither Peoples nor any of its subsidiaries may create, incur or suffer to exist additional indebtedness with an aggregate principal amount which exceeds $10 million at any time outstanding, subject to specific negotiated carve-outs;
(b)    neither Peoples nor any of its subsidiaries may be a party to certain material transactions (such as mergers or consolidations with third parties, liquidations or dissolutions, sales of assets, acquisitions, investments and sale/leaseback transactions), subject to transactions in the ordinary course of the banking business of Peoples Bank and new investments in an aggregate amount not exceeding $10 million being permitted as well as specific negotiated carve-outs;
(c)    neither Peoples nor any of its subsidiaries may voluntarily prepay, defease, purchase, redeem, retire or otherwise acquire any subordinated indebtedness issued by them; subject to specific negotiated carve-outs and the consent of Raymond James Bank; and
(d)    neither Peoples nor any of its subsidiaries may make any Restricted Payments (as defined in the RJB Credit Agreement), except that, to the extent legally permissible, (i) any subsidiary may declare and pay dividends to Peoples or a wholly-owned subsidiary of Peoples and (ii) Peoples may declare and pay dividends on its common shares provided that no event of default exists before or after giving effect to the dividend and Peoples is in compliance (on a pro forma basis) with the financial covenants specified in the RJB Credit Agreement, after giving effect to the dividend.
Peoples and Peoples Bank are also required to satisfy certain financial covenants including:
(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 12.5% 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


29

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(v)    Peoples (on a consolidated basis) must maintain a “Fixed Charge Coverage Ratio” that equals or exceeds 1.25 to 1.00 as of the end of each fiscal quarter, with the items used in this ratio being determined on a trailing four-fiscal quarter basis.
The aggregate minimum annual retirements of long-term borrowings in future periods are as follows:
(Dollars in thousands)
Balance
Weighted-Average Rate
Six months ending December 31, 2016
$
2,824

2.08
%
Year ending December 31, 2017
5,545

1.77
%
Year ending December 31, 2018
64,971

3.54
%
Year ending December 31, 2019
13,508

1.27
%
Year ending December 31, 2020
10,564

2.04
%
Thereafter
50,568

2.23
%
Total long-term borrowings
$
147,980

2.69
%

Note 7. Stockholders’ Equity 

The following table details the progression in Peoples’ common shares and treasury stock during the six months ended June 30, 2016:
 
 
Common Shares
Treasury
Stock
Shares at December 31, 2015
18,931,200

586,686

Changes related to stock-based compensation awards:
 
 
Release of restricted common shares

13,892

Cancellation of restricted common shares
(7,312
)

Grant of restricted common shares

(53,000
)
Changes related to deferred compensation plan for Boards of Directors:
 
 
Purchase of treasury stock

3,981

Reissuance of treasury stock

(10,424
)
Common shares repurchased under share repurchase program

279,770

Common shares issued under dividend reinvestment plan
10,870


Common shares issued under compensation plan for Boards of Directors

(8,771
)
Common shares issued under employee stock purchase plan

(9,177
)
Shares at June 30, 2016
18,934,758

802,957

Under its Amended Articles of Incorporation, Peoples is authorized to issue up to 50,000 preferred shares, in one or more series, having such voting powers, designations, preferences, rights, qualifications, limitations and restrictions as determined by Peoples' Board of Directors. At June 30, 2016, Peoples had no preferred shares issued or outstanding.

Accumulated Other Comprehensive Income (Loss)
The following table details the change in the components of Peoples’ accumulated other comprehensive income (loss) for the six months ended June 30, 2016:
(Dollars in thousands)
Unrealized Gain on Securities
Unrecognized Net Pension and Postretirement Costs
Unrealized Loss on Cash Flow Hedge
Accumulated Other Comprehensive Income (Loss)
Balance, December 31, 2015
$
2,869

$
(3,228
)
$

$
(359
)
Reclassification adjustments to net income:
 
 
 


  Realized gain on sale of securities, net of tax
(561
)


(561
)
Other comprehensive income, net of reclassifications and tax
12,187

31

(164
)
12,054

Balance, June 30, 2016
$
14,495

$
(3,197
)
$
(164
)
$
11,134


Note 8.  Employee Benefit Plans 

Peoples sponsors a noncontributory defined benefit pension plan that covers substantially all employees hired before January 1, 2010.  The plan provides retirement benefits based on an employee’s years of service and compensation.   For employees hired before January 1, 2003, the amount of postretirement benefit is based on the employee’s average monthly compensation over the highest five consecutive years out of the employee’s last ten years with Peoples while an eligible employee.  For employees hired on or after January 1, 2003, the amount of postretirement benefit is based on 2% of the employee’s annual compensation plus accrued interest.  Effective January 1, 2010, the pension plan was closed to new entrants.  Effective March 1, 2011, the accrual of pension plan benefits for all participants was frozen. Peoples recognized this freeze as a curtailment as of December 31, 2010 and March 1, 2011, under the terms of the pension plan. Peoples also provides post-retirement health and life insurance benefits to former employees and directors. Only those individuals who retired before January 27, 2012 were eligible for life insurance benefits. As of January 1, 2011, all retirees who desire to participate in the Peoples Bank medical plan do so by electing COBRA, which provides up to 18 months of coverage; retirees over the age of 65 also have the option to pay to participate in a group Medicare supplemental plan. Peoples’ policy is to fund the cost of the health benefits as they arise.
The following tables detail the components of the net periodic cost for the plans:
 
 
Pension Benefits
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
(Dollars in thousands)
2016
2015
 
2016
2015
Interest cost
$
109

$
109

 
$
219

$
224

Expected return on plan assets
(146
)
(121
)
 
(246
)
(251
)
Amortization of net loss
48

31

 
48

64

Settlement of benefit obligation

103

 

372

Net periodic cost
$
11

$
122

 
$
21

$
409

 
Postretirement Benefits
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
(Dollars in thousands)
2016
2015
 
2016
2015
Interest cost
$
1

$
1

 
$
2

$
2

Amortization of net loss
(2
)
(1
)
 
(3
)
(2
)
Net periodic benefit
$
(1
)
$

 
$
(1
)
$

 
 
 
 
 


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There were no settlement charges recorded in the three or six months ended June 30, 2016 under the noncontributory defined benefit pension plan.
Note 9.  Earnings Per Common Share 

The calculations of basic and diluted earnings per common share were as follows:
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
(Dollars in thousands, except per share data)
2016
2015
 
2016
2015
Distributed earnings allocated to common shareholders
$
2,877

$
2,726

 
$
5,592

$
4,969

Undistributed earnings (loss) allocated to common shareholders
5,050

2,154

 
10,297

(787
)
Net earnings allocated to common shareholders
$
7,927

$
4,880

 
$
15,889

$
4,182

 
 
 
 
 
 
Weighted-average common shares outstanding
17,980,797

18,116,090

 
18,026,272

16,965,603

Effect of potentially dilutive common shares
133,015

137,828

 
127,988

128,492

Total weighted-average diluted common shares outstanding
18,113,812

18,253,918

 
18,154,260

17,094,095

 
 
 
 
 
 
Earnings per common share:
 
 
 
 
 
Basic
$
0.44

$
0.27

 
$
0.88

$
0.25

Diluted
$
0.44

$
0.27

 
$
0.88

$
0.24

 
 
 
 
 
 
Anti-dilutive shares excluded from calculation:
 
 
 
 
 
Restricted shares, stock options and stock appreciation rights
30,703

44,045

 
31,739

48,614

Note 10.  Financial Instruments with Off-Balance Sheet Risk

Derivatives and Hedging Activities - Risk Management Objective of Using Derivatives
Peoples is exposed to certain risks arising from both its business operations and economic conditions. Peoples principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. Peoples manages economic risks, including interest rate, liquidity, and credit risk, primarily by managing the amount, sources, and duration of its assets and liabilities and through the use of derivative financial instruments. Specifically, Peoples enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known or expected cash amounts, the value of which are determined by interest rates. Peoples’ derivative financial instruments are used to manage differences in the amount, timing, and duration of Peoples’ known or expected cash receipts and its known or expected cash payments principally related to certain variable rate borrowings. Peoples also has interest rate derivatives that result from a service provided to certain qualifying customers and, therefore, are not used to manage interest rate risk in Peoples’ assets or liabilities. Peoples manages a matched book with respect to its derivative instruments in order to minimize its net risk exposure resulting from such transactions.
Fair Values of Derivative Instruments on the Balance Sheet
Peoples’ fair value of the derivative financial instrument was $6.9 million in an asset position and $7.2 million in a liability position at June 30, 2016, and there was $3.1 million in an asset position and $3.1 million in a liability position at December 31, 2015.
Cash Flow Hedges of Interest Rate Risk
Peoples’ objectives in using interest rate derivatives are to add stability to interest income and expense and to manage its exposure to interest rate movements. To accomplish this objective, Peoples has entered into interest rate swaps as part of its interest rate risk management strategy. These interest rate swaps are designated as cash flow hedges and involve the receipt of variable rate amounts from a counterparty in exchange for Peoples making fixed payments. As of June 30, 2016, Peoples had three interest rate swaps with a notional value of $30 million associated with Peoples’s cash outflows for various FHLB advances.
For derivatives designated as cash flow hedges, the effective portion of changes in the fair value of the derivative is initially reported in accumulated other comprehensive income ("AOCI") (outside of earnings), net of tax, and subsequently reclassified to earnings when the hedged transaction affects earnings, and the ineffective portion of changes in the fair value of


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the derivative is recognized directly in earnings. Peoples assesses the effectiveness of each hedging relationship by comparing the changes in cash flows of the derivative hedging instrument with the changes in cash flows of the designated hedged transaction.
Peoples hedged its exposure to the variability in future cash flows for forecasted transactions over a maximum period of 25 months (excluding forecasted transactions related to the payment of variable interest on existing financial instruments).
Amounts reported in AOCI related to derivatives will be reclassified to interest income or expense as interest payments are made or received on Peoples’ variable-rate assets or liabilities. During the quarter ended June 30, 2016, Peoples had no reclassifications to interest expense. During the next twelve months, Peoples estimates that no amount will be reclassified as an increase in interest expense.
The amount of accumulated other comprehensive pre-tax loss for Peoples’s cash flow hedges were $252,000 for the three and six months ended June 30, 2016, and no pre-tax net losses were recorded for the three and six months ended June 30, 2015. Additionally, Peoples had no reclassifications to earnings in the three or six months ended June 30, 2016 or June30, 2015.
Non-Designated Hedges
Peoples maintains an interest rate protection program for commercial loan customers, which was established in 2010. Under this program, Peoples provides its customer with a fixed-rate loan while creating a variable-rate asset for Peoples by the customer entering into an interest rate swap with Peoples on terms that match the loan. Peoples offsets its risk exposure by entering into an offsetting interest rate swap with an unaffiliated institution. These interest rate swaps do not qualify as designated hedges; therefore, each swap is accounted for as a standalone derivative. Peoples had interest rate swaps associated with commercial loans with a notional value of $187.6 million and fair value of $6.9 million of equally offsetting assets and liabilities at June 30, 2016 and a notional value of $144.4 million and fair value of $3.1 million of equally offsetting assets and liabilities at December 31, 2015. These interest rate swaps did not have a material impact on Peoples' results of operation or financial condition.
Note 11.  Stock-Based Compensation 

Under the Peoples Bancorp Inc. Second Amended and Restated 2006 Equity Plan (the “2006 Equity Plan”), Peoples may grant, among other awards, nonqualified stock options, incentive stock options, restricted stock awards, stock appreciation rights ("SARs") and unrestricted share awards to employees and non-employee directors. The total number of common shares available under the 2006 Equity Plan is 1,081,260.  The maximum number of common shares that can be issued for incentive stock options is 800,000 common shares. Prior to 2007, Peoples granted nonqualified and incentive stock options to employees and nonqualified stock options to non-employee directors under the 2006 Equity Plan and predecessor plans.  Since 2009, Peoples has granted restricted common shares to employees and restricted common shares to non-employee directors subject to the terms and conditions prescribed by the 2006 Equity Plan. In general, common shares issued in connection with stock-based awards are issued from treasury shares to the extent available.  If no treasury shares are available, common shares are issued from authorized but unissued common shares.
Stock Options
Under the provisions of the 2006 Equity Plan and predecessor stock option plans, the exercise price per share of any stock option granted may not be less than the grant date fair market value of the underlying common shares.  All stock options granted to both employees and non-employee directors expire ten years from the date of grant. The most recent stock option grants to employees and non-employee directors occurred in 2006.  The stock options granted to employees vested three years after the grant date, while the stock options granted to non-employee directors vested six months after the grant date. The following table summarizes the changes to Peoples' stock options for the six months ended June 30, 2016:
 
 
Number of Common Shares Subject to Options
 
Weighted-Average Exercise Price
 
Weighted-Average Remaining Contractual Life
 
Aggregate Intrinsic Value
Outstanding at January 1
 
20,310

 
$
28.83

 
 
 
 
Expired
 
18,310

 
28.74

 
 
 
 
Outstanding at June 30
 
2,000

 
$
29.79

 
0.2 years
 
$

Exercisable at June 30
 
2,000

 
$
29.79

 
0.2 years
 
$



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Table of Contents

The following table summarizes Peoples’ stock options outstanding at June 30, 2016:
 
Options Outstanding & Exercisable
Exercise Price
Common Shares Subject to Options Outstanding & Exercisable
Weighted-Average Remaining Contractual Life
Weighted-Average
Exercise Price
$29.79
2,000

0.2 years
$29.79
Stock Appreciation Rights
SARs granted to employees have an exercise price equal to the fair market value of Peoples’ common shares on the date of grant and will be settled using common shares of Peoples.  Additionally, the SARs granted to employees vested three years after the grant date and are to expire ten years from the date of grant. The most recent grant of SARs occurred in 2008. The following table summarizes the changes to Peoples' SARs for the six months ended June 30, 2016:
 
 
Number of Common Shares Subject to SARs
 
Weighted-
Average
Exercise
Price
 
Weighted-Average Remaining Contractual Life
 
Aggregate Intrinsic
 Value
Outstanding at January 1
 
17,748

 
$
25.86

 
 
 
 
Forfeited
 
779

 
26.44

 
 
 
 
Outstanding at June 30
 
16,969

 
$
25.79

 
1.1 years
 
$

Exercisable at June 30
 
16,969

 
$
25.79

 
1.1 years
 
$


The following table summarizes Peoples’ SARs outstanding at June 30, 2016:
 
Exercise Price
Number of Common Shares Subject to SARs Outstanding & Exercisable
Weighted-
Average Remaining Contractual
Life
$23.26
2,000

1.1 years
$23.77
8,541

1.5 years
$29.25
6,428

0.5 years
Total
16,969

1.1 years
Restricted Common Shares
 Under the 2006 Equity Plan, Peoples may award restricted common shares to officers, key employees and non-employee directors.  In general, the restrictions on restricted common shares awarded to non-employee directors expire after six months, while the restrictions on restricted common shares awarded to employees expire after periods ranging from one to three years. In the first quarter of 2016, Peoples granted an aggregate of 35,500 restricted common shares subject to performance-based vesting to officers and key employees with restrictions that will lapse three years after the grant date provided that in order for the restricted common shares to vest in full, Peoples must have reported positive net income and maintained a well capitalized status by regulatory standards for each of the three fiscal years preceding the vesting date. In the second quarter of 2016, Peoples granted, to certain key employees, an aggregate of 17,500 restricted common shares subject to time-based vesting with restrictions that will lapse three years after the grant date.


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Table of Contents

The following table summarizes the changes to Peoples’ restricted common shares for the six months ended June 30, 2016:
 
Time-Based Vesting
 
Performance-Based Vesting
 
Number of Common Shares
Weighted-Average Grant Date Fair Value
 
Number of Common Shares
Weighted-Average Grant Date Fair Value
Outstanding at January 1
30,734

$
21.76

 
158,763

$
22.86

Awarded
17,500

21.69

 
35,500

17.86

Released
334

21.52

 
41,028

21.74

Forfeited
2,000

21.92

 
5,312

23.24

Outstanding at June 30
45,900

$
21.73

 
147,923

$
21.96

 
For the six months ended June 30, 2016, the total intrinsic value of restricted common shares released was $0.7 million compared to $1.7 million at June 30, 2015.
Stock-Based Compensation
Peoples recognized stock-based compensation expense, which is included as a component of Peoples’ salaries and employee benefit costs, based on the estimated fair value of the awards on the grant date.  The following table summarizes the amount of stock-based compensation expense and related tax benefit recognized for each period:
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
(Dollars in thousands)
2016
2015
 
2016
2015
Total stock-based compensation expense
$
324

$
461

 
$
663

$
1,026

Recognized tax benefit
(113
)
(161
)
 
(232
)
(359
)
Net expense recognized
$
211

$
300

 
$
431

$
667

Total unrecognized stock-based compensation expense related to unvested awards was $2.1 million at June 30, 2016, which will be recognized over a weighted-average period of 2.0 years.


34

Table of Contents

ITEM 2.   MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
SELECTED FINANCIAL DATA
The following data should be read in conjunction with the Unaudited Consolidated Financial Statements and the Management’s Discussion and Analysis that follows:
 
At or For the Three Months Ended
 
At or For the Six Months Ended
 
June 30,
 
June 30,
 
2016
2015
 
2016
2015
SIGNIFICANT RATIOS (a)
 
 
 
 
 
Return on average stockholders' equity
7.45
%
4.69
%
 
7.52
%
2.19
%
Return on average assets
0.97
%
0.61
%
 
0.98
%
0.28
%
Net interest margin
3.57
%
3.46
%
 
3.55
%
3.46
%
Efficiency ratio (b)
65.08
%
74.19
%
 
64.67
%
84.83
%
Pre-provision net revenue to total average assets (c)
1.48
%
0.99
%
 
1.51
%
0.54
%
Average stockholders' equity to average assets
13.01
%
13.04
%
 
12.98
%
13.00
%
Average loans to average deposits
82.25
%
77.96
%
 
81.84
%
79.61
%
Investment securities as percentage of total assets (d)
25.66
%
25.61
%
 
25.66
%
25.61
%
Dividend payout ratio
36.47
%
56.14
%
 
35.42
%
119.08
%
ASSET QUALITY RATIOS (a)
 
 
 
 
 
Nonperforming loans as a percent of total loans (d)(e)
1.01
%
1.19
%
 
1.01
%
1.19
%
Nonperforming assets as a percent of total assets (d)(e)
0.66
%
0.79
%
 
0.66
%
0.79
%
Nonperforming assets as a percent of total loans and other real estate owned (d)(e)
1.04
%
1.25
%
 
1.04
%
1.25
%
Allowance for loan losses as a percent of originated loans, net of deferred fees and costs (d)
1.16
%
1.42
%
 
1.16
%
1.42
%
Allowance for loan losses as a percent of nonperforming loans (d)(e)
83.16
%
76.05
%
 
83.16
%
76.05
%
Provision for loan losses as a percent of average total loans
0.14
%
0.13
%
 
0.16
%
0.11
%
Net charge-offs as a percentage of average total loans (annualized)
0.03
%
0.11
%
 
0.06
%
0.07
%
CAPITAL RATIOS (a)(d)
 

 
 
 
 
Common Equity Tier 1 risk-based capital (f)
13.03
%
13.74
%
 
13.03
%
13.74
%
Tier 1
13.33
%
14.06
%
 
13.33
%
14.06
%
Total (Tier 1 and Tier 2)
14.23
%
15.04
%
 
14.23
%
15.04
%
Tier 1 leverage
9.56
%
9.50
%
 
9.56
%
9.50
%
Tangible equity to tangible assets (g)
9.10
%
8.73
%
 
9.10
%
8.73
%
PER COMMON SHARE DATA (a)
 
 
 
 
 
Earnings per common share – basic
$
0.44

$
0.27

 
$
0.88

$
0.25

Earnings per common share – diluted
0.44

0.27

 
0.88

0.24

Cash dividends declared per common share
0.16

0.15

 
0.31

0.30

Book value per common share (d)
24.07

22.74

 
24.07

22.74

Tangible book value per common share (d)(g)
$
15.93

$
14.52

 
$
15.93

$
14.52

Weighted-average number of common shares outstanding – basic
17,980,797

18,116,090

 
18,026,272

16,965,603

Weighted-average number of common shares outstanding – diluted
18,113,812

18,253,918

 
18,154,260

17,094,095

Common shares outstanding at end of period
18,185,708

18,391,575

 
18,185,708

18,391,575

(a)
For the six months ended June 30, 2015, the acquisition of NB&T is reflected beginning March 6, 2015.
(b)
Total other expense (less amortization of other intangible assets) as a percentage of fully tax-equivalent net interest income plus non-interest income (which excludes gains or losses on investment securities, asset disposals and other transactions). Additional information regarding the calculation of these non-GAAP financial measures can be found under the caption “Efficiency Ratio”.
(c)
These amounts represent non-GAAP financial measures since they exclude the provision for loan losses and all gains and losses included in earnings.  Additional information regarding the calculation of these measures can be found under the caption “Pre-Provision Net Revenue”.
(d)
Data presented as of the end of the period indicated.
(e)
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.


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(f)
Peoples' capital conservation buffer was 6.23% at June 30, 2016, compared to 2.50% for the fully phased-in capital conservation buffer required by January 1, 2019.
(g)
These amounts represent non-GAAP financial measures since they exclude other intangible assets and goodwill. Additional information regarding the calculation of these measures can be found under the caption “Capital/Stockholders’ Equity”.
Forward-Looking Statements
Certain statements in this Form 10-Q, which are not historical fact, are forward-looking statements within the meaning of Section 27A of the Securities Act, Section 21E of the Exchange Act, and the Private Securities Litigation Reform Act of 1995.  Words such as “anticipates”, “estimate”, “may”, “feel”, “expect”, “believes”, “plans”, “will”, “would”, “should”, “could” and similar expressions are intended to identify these forward-looking statements but are not the exclusive means of identifying such statements.  Forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially.  Factors that might cause such a difference include, but are not limited to:
(1)
Peoples' ability to complete the conversion of Peoples' core banking system (including the related operating systems, data systems and products) without complications or difficulties that may otherwise result in the loss of customers, operational problems or one-time costs currently not anticipated to arise in connection with such conversion.
(2)
the success, impact, and timing of the implementation of Peoples' business strategies, including the successful integration of acquisitions and the expansion of consumer lending activity;
(3)
Peoples' ability to integrate any future acquisitions may be unsuccessful, or may be more difficult, time-consuming or costly than expected;
(4)
Peoples may issue equity securities in connection with future acquisitions, which could cause ownership and economic dilution to Peoples' current shareholders;
(5)
local, regional, national and international economic conditions and the impact these conditions may have on Peoples, its customers and its counterparties, and Peoples' assessment of the impact, which may be different than anticipated;
(6)
competitive pressures among financial institutions or from non-financial institutions may increase significantly, including product and pricing pressures, third-party relationships and revenues, and Peoples' ability to attract, develop and retain qualified professionals;
(7)
changes in the interest rate environment due to economic conditions and/or the fiscal policies of the United States ("U.S.") government and the Board of Governors of the Federal Reserve System (the "Federal Reserve Board"), which may adversely impact interest rates, interest margins and interest rate sensitivity;
(8)
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;
(9)
adverse changes in the economic conditions and/or activities, including, but not limited to, continued economic uncertainty in the U.S., the European Union (including uncertainty created by the June 23, 2016 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;
(10)
legislative or regulatory changes or actions, promulgated and to be promulgated thereunder by governmental and regulatory agencies in the State of Ohio, the Federal Deposit Insurance Corporation (the "FDIC"), the Office of the Comptroller of the Currency, the Federal Reserve Board and the Consumer Financial Protection Bureau, which may subject Peoples, its subsidiaries, or one or more acquired companies to a variety of new and more stringent legal and regulatory requirements which adversely affect their respective businesses, including in particular the rules and regulations promulgated and to be promulgated under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010;
(11)
deterioration in the credit quality of Peoples' loan portfolio, which may adversely impact the provision for loan losses;
(12)
changes in accounting standards, policies, estimates or procedures which may adversely affect Peoples' reported financial condition or results of operations;
(13)
Peoples' assumptions and estimates used in applying critical accounting policies, which may prove unreliable, inaccurate or not predictive of actual results;


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(14)
adverse changes in the conditions and trends in the financial markets, including political developments, which may adversely affect the fair value of securities within Peoples' investment portfolio, the interest rate sensitivity of Peoples' consolidated balance sheet, and the income generated by Peoples' trust and investment activities;
(15)
Peoples' ability to receive dividends from its subsidiaries;
(16)
Peoples' ability to maintain required capital levels and adequate sources of funding and liquidity;
(17)
the impact of new minimum capital thresholds established as a part of the implementation of Basel III;
(18)
the impact of larger or similar sized financial institutions encountering problems, which may adversely affect the banking industry and/or Peoples' business generation and retention, funding and liquidity;
(19)
the costs and effects of regulatory and legal developments, including the outcome of potential regulatory or other governmental inquiries and legal proceedings and results of regulatory examinations;
(20)
Peoples' ability to secure confidential information through the use of computer systems and telecommunications networks, including those of Peoples' third-party vendors and other service providers, may prove inadequate, which could adversely affect customer confidence in Peoples and/or result in Peoples incurring a financial loss;
(21)
the overall adequacy of Peoples' risk management program;
(22)
the impact on Peoples' businesses, as well as on the risks described above, of various domestic or international military or terrorist activities or conflicts; and
(23)
other risk factors relating to the banking industry or Peoples as detailed from time to time in Peoples’ reports filed with the Securities and Exchange Commission (the "SEC"), including those risk factors included in the disclosures under the heading "ITEM 1A. RISK FACTORS" of Peoples’ Annual Report on Form 10-K for the fiscal year ended December 31, 2015 ("Peoples' 2015 Form 10-K").
All forward-looking statements speak only as of the filing date of this Form 10-Q and are expressly qualified in their entirety by the cautionary statements.  Although management believes the expectations in these forward-looking statements are based on reasonable assumptions within the bounds of management’s knowledge of Peoples’ business and operations, it is possible that actual results may differ materially from these projections.  Additionally, Peoples undertakes no obligation to update these forward-looking statements to reflect events or circumstances after the filing date of this Form 10-Q or to reflect the occurrence of unanticipated events except as may be required by applicable legal requirements.  Copies of documents filed with the SEC are available free of charge at the SEC’s website at www.sec.gov and/or from Peoples' website – www.peoplesbancorp.com under the “Investor Relations” section.
This discussion and analysis should be read in conjunction with the audited Consolidated Financial Statements, and Notes thereto, contained in Peoples’ 2015 Form 10-K, as well as the Unaudited Consolidated Financial Statements, Notes to the Unaudited Consolidated Financial Statements, ratios, statistics and discussions contained elsewhere in this Form 10-Q.
Business Overview
The following discussion and analysis of Peoples’ Unaudited Consolidated Financial Statements is presented to provide insight into management’s assessment of the financial condition and results of operations.
Peoples offers diversified financial products and services through 81 financial service locations, including 73 full-service bank branches, and 81 Automated Teller Machines ("ATMs") in northeastern, central, southwestern and southeastern Ohio, west central West Virginia and northeastern Kentucky through its financial service units – Peoples Bank and Peoples Insurance Agency, LLC ("Peoples Insurance"), a subsidiary of Peoples Bank.  Peoples Bank is subject to regulation and examination primarily by the Ohio Division of Financial Institutions (the "ODFI") and the Federal Reserve Bank of Cleveland. Peoples Bank is also subject to regulations of the Consumer Financial Protection Bureau and the FDIC. Peoples Insurance is subject to regulation by the Ohio Department of Insurance and the state insurance regulatory agencies of those states in which it may do business.
Peoples’ products and services include traditional banking products, such as deposit accounts, lending products and trust services.  Peoples provides services through traditional offices, ATMs, mobile banking for consumers and telephone and internet-based banking.  Peoples also offers a complete array of insurance products and makes available custom-tailored fiduciary, employee benefit plans and asset management services.  Brokerage services are offered by Peoples exclusively through an unaffiliated registered broker-dealer.


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Critical Accounting Policies
The accounting and reporting policies of Peoples conform to US GAAP and to general practices within the financial services industry.  The preparation of the financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.  Actual results could materially differ from those estimates.  Management has identified the accounting policies that, due to the judgments, estimates and assumptions inherent in those policies, are critical to understanding Peoples’ Unaudited Consolidated Financial Statements, and Management’s Discussion and Analysis at June 30, 2016, which were unchanged from the policies disclosed in Peoples’ 2015 Form 10-K.
 Summary of Recent Transactions and Events
The following is a summary of recent transactions and events that have impacted or are expected to impact Peoples’ results of operations or financial condition: 
In the fourth quarter of 2016, Peoples will be converting its core banking systems (including the related operating systems, data systems and products). Peoples anticipates one-time costs associated with the conversion of approximately $1.2 million. The costs recorded in the second quarter of 2016 were $90,000 with the remaining costs to be recorded in the remaining quarters of 2016. The conversion will support Peoples' future growth, and will provide efficiencies for the back-office areas.
Peoples continually evaluates the overall balance sheet position given the interest rate environment. During the second quarter of 2016, Peoples executed transactions to take advantage of the low interest rates, which included:
Peoples restructured $20.0 million of borrowings that had a weighted-average rate of 2.97%, resulting in a $700,000 loss. Peoples replaced these borrowings with a long-term FHLB advance, which has an interest rate of 2.17% and matures in 2026.
Peoples borrowed an additional $35.0 million of long-term FHLB amortizing advances, which had interest rates ranging from 1.08% to 1.40%, and mature between 2019 and 2031.
Peoples entered into three forward starting interest rate swaps during the second quarter of 2016 to obtain short-term borrowings at fixed rates, with interest rates ranging from 1.49% to 1.56%, which become effective in 2018 and mature between 2023 and 2025. These swaps will replace $30.0 million in borrowings that mature in 2018, which have interest rates ranging from 3.65% to 3.92%.
On June 8, 2016, Peoples purchased $35.0 million in bank owned life insurance ("BOLI").
During the second quarter of 2016, Peoples sold $28.9 million of available-for-sale securities with a weighted average yield of 2.14%, for a gain of $767,000.
Effective March 2, 2016, Peoples terminated the U.S. Bank Loan Agreement dated as of December 18, 2012, as amended. As of the termination date, Peoples had no outstanding borrowings under the U.S. Bank Loan Agreement. Peoples paid an immaterial non-usage fee in connection with the termination of the U.S. Bank Loan Agreement.
On March 4, 2016, Peoples entered into a Credit Agreement (the "RBJ Credit Agreement") with Raymond James Bank, N.A., which provides Peoples with a revolving line of credit in the maximum aggregate principal amount of $15 million, for the purpose of: (i) to the extent that any amounts remained then outstanding, paying off the $15 million revolving line of credit to Peoples pursuant to the U.S. Bank Loan Agreement; (ii) making acquisitions; (iii) making stock repurchases; (iv) working capital needs; and (v) other general corporate purposes. On March 4, 2016, Peoples paid fees of $70,600, representing 0.47% of the loan commitment under the RJB Credit Agreement.
On January 6, 2016, Peoples Bank acquired a small financial advisory book of business in Marietta, Ohio for total cash consideration of $0.5 million, and recorded $0.5 million of customer relationship intangibles. The acquisition did not materially impact Peoples' financial position, results of operations or cash flows.
On July 24, 2015, Peoples repaid the $12.0 million term loan then outstanding under the U.S. Bank Loan Agreement. There were no early termination fees associated with the repayment. The revolving credit loan commitment available under the U.S. Bank Loan Agreement remained outstanding until the March 2, 2016 termination date of the U.S. Bank Loan Agreement.
At the close of business on March 6, 2015, Peoples completed the acquisition of NB&T and the 22 full-service offices of its subsidiary, The National Bank and Trust Company, in southwestern Ohio. Under the terms of the merger agreement, Peoples paid 0.9319 in Peoples' common shares and $7.75 in cash for each common share of


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NB&T, or total consideration of $102.7 million. The acquisition added $384.6 million of loans and $629.5 million of deposits at the acquisition date, after preliminary acquisition accounting adjustments.
In the first quarter and six months ended June 30, 2015, Peoples recorded $9.0 million and $9.8 million of non-core acquisition expenses, respectively. The non-core charges included $4.0 million and $4.3 million of salaries and employee benefit costs, $3.6 million and $3.8 million of other non-interest expense, and $1.4 million and $1.7 million of professional fees, respectively.
Peoples' net interest income and net interest margin are impacted by changes in market interest rates based upon actions taken by the Federal Reserve Board, either directly or through its Open Market Committee. These actions include changing its target Federal Funds Rate (the interest rate at which banks lend money to each other), Discount Rate (the interest rate charged to banks for money borrowed from the Federal Reserve Bank) and longer-term market interest rates (primarily U.S. Treasury securities). Longer-term market interest rates also are affected by the demand for U.S. Treasury securities. The resulting changes in the yield curve slope have a direct impact on reinvestment rates for Peoples' earning assets.
Market participants have been speculating on when the Federal Reserve might follow up its December 2015 rate increase with more tightening of monetary policy. Additional rate increases were widely anticipated earlier in the year. However, global developments have dampened these expectations. Great Britain voters recently opted to exit the European Union which caused a spike in market volatility. Also, it is estimated that over $10 trillion in sovereign debt is now trading at negative yields. Peoples is closely monitoring interest rates, both foreign and domestic, and potential impacts to Peoples' operations.
The impact of these transactions and events, where material, is discussed in the applicable sections of this Management’s Discussion and Analysis.
EXECUTIVE SUMMARY
Peoples recorded net income for the quarter ended June 30, 2016 of $8.0 million, or $0.44 per diluted common share, compared to $4.9 million, or $0.27 per diluted common share, a year ago and net income of $8.0 million, or $0.44 per diluted common share, in the first quarter of 2016. On a year-to-date basis, net income was $16.0 million, or $0.88 per diluted share, compared to $4.2 million, or $0.24 per diluted share, for the same period in 2015. The increased earnings for all periods was related to the increases in net interest income and other income, and a decrease in expenses, which was partially offset by the increased provision for loan losses.
Net interest income was $26.3 million in the second quarter of 2016, compared to $24.8 million for the second quarter of 2015 and $25.8 million for the first quarter of 2016, while net interest margin was 3.57%, 3.46% and 3.53%, respectively. For the six months ended June 30, 2016, net interest income was $52.1 million, compared to $46.2 million for the same period in 2015.
The increase in net interest margin from prior periods was driven primarily by an increase in average earning assets due to loan growth, coupled with the continued shift in the mix of deposits from high cost funding to core deposits. The accretion income, net of amortization expense, from acquisitions added 11 basis points to net interest margin in the second quarter of 2016, compared to 15 basis points for the second quarter of 2015 and12 basis points for the linked quarter. On a year-to-date basis, net of amortization expense, from acquisitions added 11 basis points to net interest margin for the first six months of 2016 compared to 17 basis points for the first six months of 2015. For the six months ended June 30, 2016, net interest income and net interest margin improved due to the NB&T acquisition which closed on March 6, 2015, coupled with loan growth. Additionally, the sustained shift in the mix of the balance sheet, for both assets and liabilities, continued to improve net interest margin.
Peoples' provision for loan losses for each of the three months ended June 30, 2016 and June 30, 2015 was $0.7 million, compared to $1.0 million for the first quarter of 2016. Asset quality metrics, in general, improved during the second quarter of 2016, net charge-offs decreased to $150,000, compared to $580,000 for the second quarter of 2015 and $473,000 for the first quarter of 2016. The annualized net charge-off rate for the second quarter of 2016 was 0.04%, compared to 0.11% for the second quarter of 2015, and 0.09% for the first quarter of 2016. The provision for loan losses recorded in 2016 was primarily driven by loan growth experienced during the quarter. The allowance for loan losses increased to $17.8 million, compared to $16.8 million at December 31, 2015. The ratio of the allowance for loan losses as a percent of originated loans was 1.16% at June 30, 2016, relatively flat from 1.17% at March 31, 2016.


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For the second quarter of 2016, total other income increased $564,000, or 5%, compared to second quarter of 2015, and decreased $754,000, or 6%, from the linked quarter. The growth in total other income compared to the second quarter of 2015 was due primarily to the increase in trust and investment income, electronic banking income and other income, which was due to the additional income attributed to the BOLI insurance policies purchased in June 2016. Additionally, recoveries received on acquired loans that were fully charged-off prior to acquisition. The decrease from the linked quarter was primarily due to the annual performance-based insurance income of $1.6 million, which was recognized in the first quarter of 2016.
Total other expenses for the second quarter of 2016 were $26.5 million, compared to $28.8 million during the second quarter of 2015 and $26.3 million for the first quarter of 2016. Total other expenses decreased from second quarter of 2015 due largely to the $1.0 million of NB&T acquisition costs recorded during the second quarter of 2015. Total other expenses increased slightly from linked quarter due primarily to increases in professional fees and data processing and software expenses, which were partially offset by reductions in salaries and employee benefit costs, and net occupancy and equipment expense. Total other expenses for the second quarter and year-to-date period of 2015 included acquisition costs of $1.0 million and $10.3 million, respectively; and pension settlement charges of $0.1 million and $0.4 million, respectively. Peoples' number of full time equivalent employees declined to 803 at June 30, 2016, compared to 821 at March 31, 2016 and 831 at June 30, 2015. Beginning in the second quarter of 2016, non-core charges include one-time costs associated with the conversion of Peoples' core banking system (including the related operating systems, data systems and products). These costs are expected to be approximately $1.1 million for the remainder of 2016, with the conversion taking place in the fourth quarter of 2016.
Peoples' efficiency ratio, calculated as total other expense less amortization of other intangible assets divided by fully taxable equivalent ("FTE") net interest income for the second quarter of 2016 was 65.08%, compared to 74.19% for the second quarter of 2015 and 64.26% for the linked quarter. The higher efficiency ratio in the second quarter of 2016 compared to the linked quarter was primarily due to slightly higher non-interest expense of 1% while revenue was flat. On a year-to-date basis, the efficiency ratio was 64.67% compared to 84.83% for the six months ended 2015. The improvements in the 2016 efficiency ratio versus 2015 were primarily due to increased revenues coupled with decreases in expenses.
At June 30, 2016, total assets were $3.3 billion, up $74.5 million or 2% from year-end 2015. The increase was primarily the result of increases in loans balances, net of deferred fees and costs, of $56.4 million, or 6% annualized growth, and an increase of $35.0 million in BOLI, offset partially by a decrease in investment securities. The increase in loans was driven primarily by organic growth of $22.1 million in commercial real estate loans, coupled with a $44.6 million increase in consumer loan balances. The decrease in investment securities was due to a sale of $28.9 million of available-for-sale securities for a gain of $767,000.
Total liabilities were $2.9 billion at June 30, 2016, up $56.5 million since year-end 2015. The increase in liabilities was primarily due to a 17%, or $47.4 million, increase in total borrowed funds. Total non-interest bearing deposits decreased 3%, or $18.2 million, and interest-bearing deposits increased $15.3 million from December 31, 2015. The decline in deposits during the second quarter of 2016 was due to decreases in certificates of deposit, brokered deposits and non-interest-bearing deposits of $33.6 million, $15.3 million, and $16.5 million, respectively, while seasonal fluctuations contributed to the $13.3 million decline in governmental deposits.
At June 30, 2016, total stockholders' equity was $437.8 million, up $18.0 million since December 31, 2015. Regulatory capital ratios remained significantly higher than "well capitalized" minimums. Peoples' Common Equity Tier 1 risk-based capital ratio was 13.03% at June 30, 2016 compared to 13.36% at December 31, 2015. The tier 1 risk-based capital ratio was 13.33% at June 30, 2016, versus 13.67% at December 31, 2015, while the total risk-based capital ratio was 14.23% versus 14.54% at December 31, 2015. In addition, Peoples' tangible equity to tangible asset ratio was 9.10%, and tangible book value per common share was $15.93 at June 30, 2016, versus 8.69% and $14.68 at December 31, 2015, respectively. The slight decline in Peoples' capital ratios from December 31, 2015, was due primarily to an increase of risk-weighted assets, which was the result of growth in loans, BOLI and lower income housing investments coupled with stock repurchases totaling $5.0 million.


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RESULTS OF OPERATIONS
Net Interest Income
Net interest income, the amount by which interest income exceeds interest expense, remains Peoples’ largest source of revenue.  The amount of net interest income earned by Peoples each quarter is affected by various factors, including changes in market interest rates due to the Federal Reserve Board’s monetary policy, the level and degree of pricing competition for both loans and deposits in Peoples’ markets, and the amount and composition of Peoples’ earning assets and interest-bearing liabilities. 



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The following tables detail Peoples’ average balance sheets for the periods presented:
 
For the Three Months Ended
 
June 30, 2016
 
March 31, 2016
 
June 30, 2015
(Dollars in thousands)
Average Balance
Income/ Expense
Yield/Cost
 
Average Balance
Income/ Expense
Yield/Cost
 
Average Balance
Income/ Expense
Yield/Cost
Short-term investments
$
9,073

$
11

0.49
%
 
$
12,436

$
16

0.52
%
 
$
94,376

$
57

0.25
%
Long-term investments


%
 


%
 
1,345

4

1.19
%
Investment Securities (1):
 
 
 
 
 
 
 
 
 
 
 
Taxable
765,153

4,783

2.50
%
 
763,136

4,726

2.48
%
 
722,969

4,599

2.54
%
Nontaxable (2)
111,893

1,201

4.29
%
 
112,508

1,200

4.27
%
 
115,212

1,241

4.31
%
Total investment securities
877,046

5,984

2.73
%
 
875,644

5,926

2.71
%
 
838,181

5,840

2.79
%
Loans (2)(3):
 
 
 
 
 
 
 
 
 
 
 
Commercial real estate, construction
91,510

871

3.77
%
 
80,202

781

3.86
%
 
59,297

637

4.25
%
Commercial real estate, other
721,714

8,341

4.57
%
 
736,036

8,492

4.58
%
 
736,194

8,194

4.40
%
Commercial and industrial
373,220

4,017

4.26
%
 
356,375

3,695

4.11
%
 
325,393

3,386

4.12
%
Residential real estate (4)
562,565

6,106

4.34
%
 
565,514

6,166

4.36
%
 
573,041

6,355

4.44
%
Home equity lines of credit
107,919

1,203

4.48
%
 
106,968

1,190

4.49
%
 
102,897

1,235

4.81
%
Consumer
265,072

2,890

4.39
%
 
246,644

2,685

4.39
%
 
203,176

2,385

4.71
%
Total loans
2,122,000

23,428

4.39
%
 
2,091,739

23,009

4.38
%
 
1,999,998

22,192

4.41
%
Less: Allowance for loan losses
(17,362
)
 
 
 
(16,845
)
 
 
 
(17,918
)
 
 
Net loans
2,104,638

23,428

4.43
%
 
2,074,894

23,009

4.42
%
 
1,982,080

22,192

4.45
%
Total earning assets
2,990,757

29,423

3.92
%
 
2,962,974

28,951

3.90
%
 
2,915,982

28,093

3.84
%
Intangible assets
148,464

 
 
 
149,528

 
 
 
151,736

 
 
Other assets
167,435

 
 
 
160,133

 
 
 
152,205

 
 
    Total assets
$
3,306,656

 
 
 
$
3,272,635

 
 
 
$
3,219,923

 
 
Deposits:
 
 
 
 
 
 
 
 
 
 
 
Savings accounts
$
438,368

$
58

0.05
%
 
$
421,797

$
56

0.05
%
 
$
407,713

$
55

0.05
%
Governmental deposit accounts
302,852

146

0.19
%
 
298,685

147

0.20
%
 
307,535

165

0.22
%
Interest-bearing demand accounts
251,773

46

0.07
%
 
251,341

45

0.07
%
 
234,602

48

0.08
%
Money market accounts
400,286

165

0.17
%
 
398,515

160

0.16
%
 
397,217

158

0.16
%
Brokered deposits
29,542

273

3.73
%
 
33,875

315

3.75
%
 
38,114

354

3.73
%
Retail certificates of deposit
431,075

815

0.76
%
 
454,224

878

0.78
%
 
489,604

838

0.69
%
Total interest-bearing deposits
1,853,896

1,503

0.33
%
 
1,858,437

1,601

0.35
%
 
1,874,785

1,618

0.35
%
Borrowed Funds:
 
 
 
 
 
 
 
 
 
 
 
Short-term FHLB advances
71,165

75

0.42
%
 
57,956

54

0.38
%
 


%
Retail repurchase agreements
71,723

30

0.17
%
 
77,733

33

0.17
%
 
76,242

31

0.16
%
Total short-term borrowings
142,888

105

0.29
%
 
135,689

87

0.26
%
 
76,242

31

0.16
%
Long-term FHLB advances
71,686

534

3.00
%
 
66,631

524

3.18
%
 
70,116

545

3.12
%
Wholesale repurchase agreements
40,000

367

3.67
%
 
40,000

367

3.67
%
 
40,000

367

3.67
%
Other borrowings
6,741

104

6.10
%
 
6,739

97

5.76
%
 
19,775

212

4.24
%
Total long-term borrowings
118,427

1,005

3.40
%
 
113,370

988

3.50
%
 
129,891

1,124

3.47
%
  Total borrowed funds
261,315

1,110

1.70
%
 
249,059

1,075

1.74
%
 
206,133

1,155

2.25
%
      Total interest-bearing liabilities
2,115,211

2,613

0.50
%
 
2,107,496

2,676

0.51
%
 
2,080,918

2,773

0.53
%
Non-interest-bearing deposits
726,066

 
 
 
710,297

 
 
 
690,483

 
 
Other liabilities
35,307

 

 
 
31,299

 

 
 
28,709

 

 
Total liabilities
2,876,584

 
 
 
2,849,092

 

 


2,800,110

 
 
Total stockholders’ equity
430,072

 

 
 
423,543

 

 
 
419,813

 

 
Total liabilities and stockholders’ equity
$
3,306,656

 

 
 
$
3,272,635

 

 
 
$
3,219,923

 

 
Interest rate spread
 
$
26,810

3.42
%
 
 
$
26,275

3.39
%
 
 
$
25,320

3.31
%
Net interest margin
3.57
%
 
 
 
3.53
%
 
 
 
3.46
%


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(1)
Average balances are based on carrying value.
(2)
Interest income and yields are presented on a fully tax-equivalent basis using a 35% federal tax rate.
(3)
Average balances include nonaccrual and impaired loans. Interest income includes interest earned on nonaccrual loans prior to the loans being placed on nonaccrual status. Loan fees included in interest income were immaterial for all periods presented.
(4)
Loans held for sale are included in the average loan balance listed. Related interest income on loans originated for sale prior to the loan being sold is included in loan interest income.


43

Table of Contents

 
For the Six Months Ended
 
June 30, 2016
 
June 30, 2015
(Dollars in thousands)
Average Balance
Income/ Expense
Yield/Cost
 
Average Balance
Income/ Expense
Yield/Cost
Short-term investments
$
10,754

$
27

0.50
%
 
$
78,704

$
94

0.24
%
Other long-term investments


%
 
1,345

7

1.05
%
Investment Securities (1):
 
 
 
 
 
 
 
Taxable
764,145

9,510

2.49
%
 
698,594

9,006

2.58
%
Nontaxable (2)
112,200

2,402

4.28
%
 
99,848

2,157

4.32
%
Total investment securities
876,345

11,912

2.72
%
 
798,442

11,163

2.80
%
Loans (2) (3):
 
 
 
 
 
 
 
Commercial real estate, construction
85,856

1,652

3.81
%
 
52,299

1,125

4.28
%
Commercial real estate, other
728,875

16,833

4.57
%
 
668,192

15,189

4.52
%
Commercial and industrial
364,797

7,711

4.18
%
 
309,672

6,582

4.23
%
Residential real estate (4)
564,039

12,271

4.35
%
 
538,887

11,950

4.44
%
Home equity lines of credit
107,444

2,393

4.48
%
 
94,293

2,090

4.47
%
Consumer
255,858

5,575

4.38
%
 
195,826

4,461

4.59
%
Total loans
2,106,869

46,435

4.41
%
 
1,859,169

41,397

4.45
%
Less: Allowance for loan losses
(17,103
)
 
 
 
(17,903
)
 
 
Net loans
2,089,766

46,435

4.42
%
 
1,841,266

41,397

4.49
%
Total earning assets
2,976,865

58,374

3.90
%
 
2,719,757

52,661

3.87
%
Intangible assets
148,996

 
 
 
136,729

 
 
Other assets
162,608

 
 
 
136,853

 
 
    Total assets
$
3,288,469

 
 
 
$
2,993,339

 
 
Deposits:
 
 
 
 
 
 
 
Savings accounts
$
430,082

$
114

0.05
%
 
$
367,274

$
98

0.05
%
Governmental deposit accounts
300,769

293

0.20
%
 
259,836

289

0.22
%
Interest-bearing demand accounts
251,557

91

0.07
%
 
208,109

87

0.08
%
Money market accounts
399,401

326

0.16
%
 
373,965

298

0.16
%
Brokered deposits
31,708

588

3.74
%
 
38,273

706

3.72
%
Retail certificates of deposit
442,649

1,692

0.77
%
 
467,227

1,699

0.73
%
Total interest-bearing deposits
1,856,166

3,104

0.34
%
 
1,714,684

3,177

0.37
%
Borrowed Funds:
 
 
 
 
 
 
 
Short-term FHLB advances
64,560

129

0.40
%
 
3,414

3

0.18
%
Retail repurchase agreements
74,728

63

0.17
%
 
77,097

63

0.16
%
Total short-term borrowings
139,288

192

0.28
%
 
80,511

66

0.16
%
Long-term FHLB advances
69,159

1,059

3.08
%
 
95,964

1,170

2.46
%
Wholesale repurchase agreements
40,000

733

3.67
%
 
40,000

729

3.65
%
Other borrowings
6,740

201

5.90
%
 
18,025

371

4.09
%
Total long-term borrowings
115,899

1,993

3.45
%
 
153,989

2,270

2.96
%
  Total borrowed funds
255,187

2,185

1.72
%
 
234,500

2,336

2.00
%
      Total interest-bearing liabilities
2,111,353

5,289

0.50
%
 
1,949,184

5,513

0.57
%
Non-interest-bearing deposits
718,181

 
 
 
620,788

 
 
Other liabilities
32,127

 

 
 
34,171

 

 
Total liabilities
2,861,661

 
 
 
2,604,143

 

 

Common equity
426,808

 

 
 
389,196

 

 
Total liabilities and stockholders’ equity
$
3,288,469

 

 
 
$
2,993,339

 

 
Interest rate spread
 
$
53,085

3.40
%
 
 
$
47,148

3.30
%
Net interest margin
3.55
%
 
 
 
3.46
%


44

Table of Contents


(1)
Average balances are based on carrying value.
(2)
Interest income and yields are presented on a fully tax-equivalent basis using a 35% federal tax rate.
(3)
Average balances include nonaccrual and impaired loans. Interest income includes interest earned on nonaccrual loans prior to the loans being placed on nonaccrual status. Loan fees included in interest income were immaterial for all periods presented.
(4)
Loans held for sale are included in the average loan balance listed. Related interest income on loans originated for sale prior to the loan being sold is included in loan interest income.
The following table provides an analysis of the changes in FTE net interest income:
 
 
 
 
 
 
 
 
 
Six Months Ended
 
 
 
 
 
 
 
 
 
June 30, 2016
 
Three Months Ended June 30, 2016 Compared to
 
Compared to
(Dollars in thousands)
March 31, 2016
 
June 30, 2015
 
June 30, 2015
Increase (decrease) in:
Rate
Volume
Total (1)
 
Rate
Volume
Total (1)
 
Rate
Volume
Total (1)
INTEREST INCOME:
 
 
 
 
 
 
 
 
 
 
 
Short-term investments
$
(1
)
$
(4
)
$
(5
)
 
$
197

$
(243
)
$
(46
)
 
$
144

$
(211
)
$
(67
)
Other long-term investments



 
(2
)
(2
)
(4
)
 
(3
)
(4
)
(7
)
Investment Securities (2): 
 
 
 
 
 
 
 
 
 
 
 
Taxable
44

13

57

 
(449
)
633

184

 
458

46

504

Nontaxable
29

(28
)
1

 
(4
)
(36
)
(40
)
 
218

27

245

Total investment income
73

(15
)
58

 
(453
)
597

144

 
676

73

749

Loans (2):
 
 
 
 
 
 
 
 
 
 
 
Commercial real estate, construction
(108
)
198

90

 
(434
)
668

234

 
(344
)
871

527

Commercial real estate, other
93

(244
)
(151
)
 
940

(793
)
147

 
169

1,475

1,644

Commercial and industrial
144

178

322

 
119

512

631

 
(206
)
1,335

1,129

Residential real estate
(28
)
(32
)
(60
)
 
(134
)
(115
)
(249
)
 
(551
)
872

321

Home equity lines of credit
2

11

13

 
(301
)
269

(32
)
 
5

298

303

Consumer
4

201

205

 
(979
)
1,484

505

 
(576
)
1,690

1,114

Total loan income
107

312

419

 
(789
)
2,025

1,236

 
(1,503
)
6,541

5,038

Total interest income
179

293

472

 
(1,047
)
2,377

1,330

 
(686
)
6,399

5,713

INTEREST EXPENSE:
 
 
 
 
 
 
 
 
 
 
 
Deposits:
 
 
 
 
 
 
 
 
 
 
 
Savings accounts
(1
)
3

2

 
(5
)
8

3

 
(3
)
19

16

Government deposit accounts
(10
)
9

(1
)
 
(16
)
(3
)
(19
)
 
(80
)
84

4

Interest-bearing demand accounts
1


1

 
(18
)
16

(2
)
 
(28
)
32

4

Money market accounts
4

1

5

 
6

1

7

 
7

21

28

Brokered certificates of deposit
(2
)
(40
)
(42
)
 
(1
)
(80
)
(81
)
 
6

(124
)
(118
)
Retail certificates of deposit
(18
)
(45
)
(63
)
 
371

(394
)
(23
)
 
170

(177
)
(7
)
Total deposit cost
(26
)
(72
)
(98
)
 
337

(452
)
(115
)
 
72

(145
)
(73
)
Borrowed funds:
 
 
 
 
 
 
 
 
 
 
 
Short-term borrowings
6

12

18

 
4

70

74

 
8

118

126

Long-term borrowings
(130
)
147

17

 
356

(475
)
(119
)
 
901

(1,178
)
(277
)
Total borrowed funds cost
(124
)
159

35

 
360

(405
)
(45
)
 
909

(1,060
)
(151
)
Total interest expense
(150
)
87

(63
)
 
697

(857
)
(160
)
 
981

(1,205
)
(224
)
Net interest income
$
329

$
206

$
535

 
$
(1,744
)
$
3,234

$
1,490

 
$
(1,667
)
$
7,604

$
5,937

(1)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.
(2)Interest income and yields are presented on a fully tax-equivalent basis using a 35% federal tax rate.
Net interest margin, which is calculated by dividing fully tax-equivalent (“FTE”) net interest income by average interest-earning assets, serves as an important measurement of the net revenue stream generated by the volume, mix and pricing of earning assets and interest-bearing liabilities.  FTE net interest income is calculated by increasing interest income to convert


45

Table of Contents

tax-exempt income earned on obligations of states and political subdivisions to the pre-tax equivalent of taxable income using a 35% federal tax rate.  
The following table details the calculation of FTE net interest income:
 
Three Months Ended
 
Six Months Ended
 
June 30,
2016
March 31,
2016
June 30,
2015
 
June 30,
(Dollars in thousands)
 
2016
2015
Net interest income, as reported
$
26,308

$
25,767

$
24,793

 
$
52,075

$
46,212

Taxable equivalent adjustments
502

508

527

 
1,010

936

Fully tax-equivalent net interest income
$
26,810

$
26,275

$
25,320

 
$
53,085

$
47,148

Net interest income increased 2.0% in the second quarter of 2016 compared to the linked quarter and increased 5.9% compared to the prior year second quarter. During the second quarter of 2016, net interest income and net interest margin benefited from normal accretion income, net of amortization expense, of $0.9 million related to the acquired loans purchased in 2012 or thereafter in a business combination, which added 11 basis points to net interest margin, compared to $1.0 million, or 12 basis points, during the linked quarter and $1.1 million, or 15 basis points, during the prior year second quarter.
The net interest margin, excluding the impact of amortization and accretion from the acquisitions completed, improved 4 basis points compared to the linked quarter. Funding costs decreased 1 basis points during the second quarter of 2016 compared to the linked quarter and decreased 3 basis points from the prior year second quarter. Peoples continues to execute its strategy of replacing higher-cost funding with low-cost deposits.
Additional information regarding changes in the Unaudited Consolidated Balance Sheets can be found under appropriate captions of the “FINANCIAL CONDITION” section of this discussion. Additional information regarding Peoples' interest rate risk and the potential impact of interest rate changes on Peoples' results of operations and financial condition can be found later in this discussion under the caption “Interest Rate Sensitivity and Liquidity”.
Provision for Loan Losses
The following table details Peoples’ provision for loan losses:
 
Three Months Ended
 
Six Months Ended
 
June 30,
2016
March 31,
2016
June 30,
2015
 
June 30,
(Dollars in thousands)
 
2016
2015
Loan losses
575

858

500

 
1,433

$
750

Checking account overdrafts
$
152

$
97

$
172

 
$
249

$
272

Provision for loan losses
$
727

$
955

$
672

 
$
1,682

$
1,022

As a percentage of average total loans (a)
0.14
%
0.18
%
0.13
%
 
0.16
%
0.11
%
(a) Presented on an annualized basis
 
 
 
 
 
 
The provision for loan losses recorded represents the amount needed to maintain the adequacy of the allowance for loan losses based on management’s quarterly analysis of the loan portfolio and procedural methodology that estimates the amount of probable credit losses.  This process considers various factors that affect losses, such as changes in Peoples’ loan quality, historical loss experience and current economic conditions. The provision recorded in the current quarter and linked quarter was primarily due to recent loan growth and reduced net charge-off activity. The provision for loan losses recorded during the second quarter of 2015 was primarily due to an increase in nonperforming assets due to a commercial relationship that was placed on nonaccrual status. During the first six months of 2016, net charge-offs remained below the long-term historical averages.
Additional information regarding changes in the allowance for loan losses and loan credit quality can be found later in this discussion under the caption “Allowance for Loan Losses”.


46

Table of Contents

Net Loss on Asset Disposals and Other Transactions
The following table details the net loss on asset disposals and other transactions recognized by Peoples:
 
Three Months Ended
 
Six Months Ended
 
June 30,
2016
March 31,
2016
June 30,
2015
 
June 30,
(Dollars in thousands)
 
2016
2015
Net loss on other real estate owned
$

$
(1
)
$
(73
)
 
$
(1
)
$
(81
)
Net loss on debt extinguishment
(707
)


 
(707
)
(520
)
Net loss on bank premises and equipment
(97
)
(30
)
(63
)
 
(127
)
(638
)
Net gain on other
35



 
35


Net loss on asset disposals and other transactions
$
(769
)
$
(31
)
$
(136
)

$
(800
)
$
(1,239
)
The net loss on debt extinguishment during the second quarter of 2016 was related to the prepayment of $20.0 million of FHLB advances. The net loss on bank premises and equipment during the second quarter of 2016 was due mainly to the closing of a leased office and related disposal of leasehold improvements. The net loss on bank premises and equipment during the first quarter of 2016 was due mainly to the sale of two closed branches. The net loss on other real estate owned ("OREO") during the second quarter of 2015 was due to the sale of one OREO property and the write-off of another OREO property. The net loss on bank premises and equipment for the second quarter of 2015 was due mainly to a write-off of obsolete fixed assets and the write-down of a closed office location that is available for sale. Also, during the six months ended 2015, Peoples recognized a loss on debt extinguishment from the prepayment of several FHLB advances and a loss on bank premises and equipment due to asset write-offs associated with the NB&T acquisition.
Non-Interest Income
Insurance income comprised the largest portion of second quarter 2016 non-interest income.  The following table details Peoples’ insurance income:
 
Three Months Ended
 
Six Months Ended
 
June 30,
2016
March 31,
2016
June 30,
2015
 
June 30,
(Dollars in thousands)
 
2016
2015
Property and casualty insurance commissions
$
2,672

$
2,448

$
2,665

 
$
5,120

$
5,077

Performance-based commissions
49

1,580

30

 
1,629

1,493

Life and health insurance commissions
479

419

474

 
898

855

Credit life and A&H insurance commissions
9

9

26

 
18

27

Other fees and charges
90

42

88

 
132

143

Total insurance income
$
3,299

$
4,498

$
3,283

 
$
7,797

$
7,595

The decrease in revenue for the second quarter of 2016 compared to the linked quarter was due to timing of performance-based commissions. The majority of performance-based commissions is generally recorded in the first quarter of each year and are based on a combination of factors, such as loss experience of insurance policies sold, production volumes, and overall financial performance of the individual insurance carriers.
Deposit account service charges continued to comprise a sizable portion of Peoples' non-interest income.  The following table details Peoples’ deposit account service charges:
 
Three Months Ended
 
Six Months Ended
 
June 30,
2016
March 31,
2016
June 30,
2015
 
June 30,
(Dollars in thousands)
 
2016
2015
Overdraft and non-sufficient funds fees
$
1,895

$
1,806

$
2,259

 
$
3,701

$
3,909

Account maintenance fees
585

561

521

 
1,146

972

Other fees and charges
83

236

68

 
319

262

Total deposit account service charges
$
2,563

$
2,603

$
2,848

 
$
5,166

$
5,143



47

Table of Contents

The amount of deposit account service charges, particularly fees for overdrafts and non-sufficient funds, is largely dependent on the timing and volume of customer activity.  Peoples typically experiences a lower volume of overdraft and non-sufficient funds fees annually in the first quarter attributable to customers receiving income tax refunds, while volumes generally increase in the fourth quarter in connection with the holiday shopping season.
Peoples' electronic banking services include ATM and debit cards, direct deposit services, internet and mobile banking, and remote deposit capture, and serve as alternative delivery channels to traditional sales offices for providing services to clients. During the second quarter of 2016, compared to the prior year second quarter, electronic banking income grew 11%. The growth in electronic banking income year-over-year was 19%. These increases were primarily due to increased volume of debit card transactions and ATM surcharges due partly to the NB&T acquisition.
Peoples' fiduciary and brokerage revenues continue to be based primarily upon the value of assets under management, with additional income generated from transaction commissions. The following tables detail Peoples’ trust and investment income and related assets under management:
 
Three Months Ended
 
Six Months Ended
 
June 30,
2016
March 31,
2016
June 30,
2015
 
June 30,
(Dollars in thousands)
 
2016
2015
Fiduciary
$
1,989

$
1,661

$
1,838

 
$
3,650

$
3,330

Brokerage
787

721

706

 
1,508

1,261

Total trust and investment income
$
2,776

$
2,382

$
2,544

 
$
5,158

$
4,591

 
June 30,
2016
March 31,
2016
December 31,
2015
September 30,
2015
June 30,
2015
(Dollars in thousands)
Trust assets under management
$
1,280,004

$
1,254,824

$
1,275,253

$
1,261,112

$
1,303,792

Brokerage assets under management
729,519

706,314

664,153

621,242

641,412

Total managed assets
$
2,009,523

$
1,961,138

$
1,939,406

$
1,882,354

$
1,945,204

Quarterly average
$
1,992,856

$
1,935,108

$
1,928,308

$
1,926,070

$
1,929,579

Mortgage banking income increased 66% compared to the linked quarter, due to increased sales of loans in the secondary market. Peoples sold approximately $15.7 million of loans to the secondary market in the second quarter of 2016, compared to $19.7 million in the second quarter of 2015 and $6.0 million in the linked quarter of 2016. In the first six months of 2016, Peoples sold approximately $21.8 million of loans to the secondary market compared to $32.6 million in the first six months of 2015.
Non-Interest Expense
Salaries and employee benefit costs remain Peoples’ largest non-interest expense, accounting for approximately one-half of total non-interest expense.  The following table details Peoples’ salaries and employee benefit costs:
 
Three Months Ended
 
Six Months Ended
 
June 30,
2016
March 31,
2016
June 30,
2015
 
June 30,
(Dollars in thousands)
 
2016
2015
Base salaries and wages
$
9,820

$
9,837

$
10,080

 
$
19,657

$
22,353

Sales-based and incentive compensation
2,006

1,803

1,725

 
3,809

3,553

Employee benefits
1,347

1,548

1,634

 
2,895

3,215

Stock-based compensation
325

338

461

 
663

1,026

Deferred personnel costs
(519
)
(425
)
(430
)
 
(944
)
(687
)
Payroll taxes and other employment costs
993

1,224

1,090

 
2,217

2,461

Total salaries and employee benefit costs
$
13,972

$
14,325

$
14,560

 
$
28,297

$
31,921

Full-time equivalent employees:
 
 
 

 
 
 
Actual at end of period
803

821

831

 
803

831

Average during the period
813

817

838

 
814

778

 


48

Table of Contents

For the three months ended June 30, 2016, total salaries and employee benefit costs decreased $588,000 compared to the prior year second quarter and $353,000 from the linked quarter 2016. The decrease from the prior year and linked quarter related to a decrease in average full-time equivalent employees. The decrease from the prior year-to-date period related to severance and retention payouts associated with the NB&T acquisition which were included in base salaries and wages in 2015.
Peoples’ net occupancy and equipment expense was comprised of the following:
 
Three Months Ended
 
Six Months Ended
 
June 30,
2016
March 31,
2016
June 30,
2015
 
June 30,
(Dollars in thousands)
 
2016
2015
Depreciation
$
1,197

$
1,239

$
1,139

 
$
2,436

$
2,101

Repairs and maintenance costs
574

652

851

 
1,225

1,429

Net rent expense
239

229

222

 
468

433

Property taxes, utilities and other costs
571

686

926

 
1,258

1,470

Total net occupancy and equipment expense
$
2,581

$
2,806

$
3,138

 
$
5,387

$
5,433

Professional fees increased $315,000 during the second quarter of 2016 compared to the prior year second quarter and the linked quarter. These increases were partially due to charges related to annual trust client tax preparation, fees for outsourced services and the completion of a consulting engagement. Professional fees decreased for the first six months of 2016 compared to the prior year-to-date, mainly due to the decrease in acquisition-related activities. Professional fees of $1.7 million were incurred as a result of acquisition-related activities in the first six months of 2015 compared to no such professional fees in the six months of 2016. This decrease in acquisition-related fees was partially offset by the expansion of Peoples' branch structure as a result of the NB&T acquisition.

Electronic banking expense, which is comprised of bankcard, internet and mobile banking costs, has increased from the prior year second quarter and linked quarter, and from the prior year-to-date. The increases from the prior periods were largely related to a higher volume of transactions completed by customers and additional services provided. The increase in the electronic banking expense was directionally consistent with the growth in electronic banking income.
    
Marketing expense decreased $657,000 and $904,000 from the prior year quarter and prior year-to-date, respectively, related to the timing of the NB&T acquisition and additional marketing campaigns in the new market areas in the prior year quarter and first six months of 2015.

Foreclosed real estate and other loan expenses for the second quarter of 2016 decreased $451,000 from the prior year second quarter and $151,000 from the linked quarter and for the first six months of 2016 decreased $521,000 from the prior year-to-date. The decreases primarily related to higher loan production and deferral of the loan origination costs.

Other non-interest expense decreased $3.6 million for the first six months in 2016 compared to the first six months in 2015. The decrease was driven by $3.9 million of acquisition-related costs incurred in the 2015 period, which included de-conversion costs.
Income Tax Expense (Benefit)
For the six months ended June 30, 2016, Peoples recorded income tax expense of $7.1 million, for an effective tax rate of 30.9%. Peoples' current estimate of the effective tax rate for the entire year of 2016 is between 30.0% and 32.0%. In comparison, Peoples recorded an income tax expense of $2.1 million for the same period in 2015, which included the tax impact of acquisition-related costs that are not tax deductible of approximately $160,000, for an effective tax rate of 33.0%.
Pre-Provision Net Revenue
Pre-provision net revenue ("PPNR") has become a key financial measure used by state and federal bank regulatory agencies when assessing the capital adequacy of financial institutions. PPNR is defined as net interest income plus non-interest income minus non-interest expense and, therefore, excludes the provision for loan losses and all gains and losses included in earnings. As a result, PPNR represents the earnings capacity that can be either retained in order to build capital or used to absorb unexpected losses and preserve existing capital.


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The following table provides a reconciliation of this non-GAAP financial measure to the amounts reported for income before taxes in Peoples' consolidated financial statements for the periods presented:
 
Three Months Ended
 
Six Months Ended
 
June 30,
2016
March 31,
2016
June 30,
2015
 
June 30,
(Dollars in thousands)
 
2016
2015
Pre-Provision Net Revenue:
 
 
 
 
 
 
Income before income taxes
$
11,441

$
11,649

$
7,144

 
$
23,090

$
6,304

Add: provision for loan losses
727

955

672

 
1,682

1,022

Add: loss on debt extinguishment
707



 
707

520

Add: net loss on loans held-for-sale and OREO

1

73

 
1

81

Add: net loss on bank premises and equipment
97

30

63

 
127

638

Less: net gain on securities transactions
767

96

11

 
863

611

Less: gain on other assets
35



 
35


Pre-provision net revenue
$
12,170

$
12,539

$
7,941

 
$
24,709

$
7,954

Total average assets
$
3,306,656

$
3,272,635

$
3,219,923

 
$
3,288,469

$
2,993,339

Pre-provision net revenue to total average assets (a)
1.48
%
1.54
%
0.99
%
 
1.51
%
0.54
%
(a) Presented on an annualized basis.
 
 
 
 
 
 
PPNR for the second quarter of 2016 was higher than the second quarter of 2015 due largely to the increased revenue and decreased expenses, as reported. The second quarter of 2016 was slightly lower than the linked quarter primarily due to slightly lower revenues coupled with higher expenses. PPNR for the first six months of 2016 increased compared to the prior year-to-date period due largely to a reduction in acquisition-related costs.


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Efficiency Ratio
The efficiency ratio is a key financial measure used to monitor performance. The efficiency ratio is calculated as total other expenses (less amortization of other intangible assets) as a percentage of fully tax-equivalent net interest income plus non-interest income. This measure is non-GAAP since it excludes amortization of other intangible assets and all gains and/or losses included in earnings, and uses FTE net interest income.
The following table provides a reconciliation of this non-GAAP financial measure to the amounts reported in Peoples' consolidated financial statements for the periods presented:
 
Three Months Ended
 
Six Months Ended
 
 
June 30,
March 31,
June 30,
 
June 30,
(in $000’s)
2016
2016
2015
 
2016
2015
 
 
 
 
 
 
 
Efficiency ratio:
 
 
 
 
 
 
Total other expenses
$
26,505

$
26,282

$
28,778

 
$
52,787

$
61,692

Less: Amortization of intangible assets
$
1,007

$
1,008

$
1,144

 
$
2,015

$
1,817

Adjusted total other expense
25,498

25,274

27,634

 
50,772

59,875

Total non-interest income
12,367

13,054

11,926

 
25,421

23,434

Net interest income
26,308

25,767

24,793

 
52,075

46,212

Add: Fully tax-equivalent adjustment
$
502

$
508

$
527

 
$
1,010

$
936

Net interest income on a fully taxable-equivalent basis
$
26,810

$
26,275

$
25,320

 
$
53,085

$
47,148

Adjusted revenue
$
39,177

$
39,329

$
37,246

 
$
78,506

$
70,582

Efficiency ratio
65.08
%
64.26
%
74.19
%
 
64.67
%
84.83
%

The decreases in the efficiency ratio in the first and second quarter of 2016, compared to the second quarter of 2015, were primarily due to increased revenues coupled with decreases in expenses. The slight increase in the efficiency ratio in the second quarter of 2016 compared to the linked quarter was primarily due to slightly higher non-interest expense of 1% while revenue was flat. Management continues to target an efficiency ratio of 65% absent acquisition-related costs and other non-core charges, such as pension settlement charges. The decrease in the efficiency ratio in the six months ended 2016, compared to the six months ended of 2015, were primarily due to increased revenues coupled with decreases in expenses.


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FINANCIAL CONDITION
Cash and Cash Equivalents
At June 30, 2016, Peoples' interest-bearing deposits in other banks decreased from December 31, 2015, as excess cash was utilized to purchase additional investments and fund loan growth. These balances included $5.0 million of excess cash reserves being maintained at the Federal Reserve Bank at June 30, 2016, compared to $2.7 million at March 31, 2016 and $8.7 million at December 31, 2015. The amount of excess cash reserves maintained is dependent upon Peoples' daily liquidity position, which is driven primarily by changes in deposit and loan balances.
Through the first six months of 2016, Peoples' total cash and cash equivalents decreased $4.8 million, as cash used in investing activities was $70.0 million, which exceeded cash provided by financing and operating activities of $33.1 million and $32.1 million, respectively. Peoples' investing activities reflected a $54.2 million net increase in loans and $35.0 million in BOLI, offset partially by $24.8 million in proceeds from investment activities. The proceeds from the investment portfolio included sales and principal payments, which outpaced purchases. Financing activities included a net increase in borrowings of $46.7 million offset by cash dividends paid of $5.4 million, purchase of treasury stock of $5.0 million and a decrease in deposits of $3.0 million.
Through six months of 2015, Peoples' total cash and cash equivalents increased $70.8 million, as cash provided by
operating and investing activities of $14.2 million and $132.6 million, respectively, exceeded cash used in financing activities
totaling $76.0 million. The increase in Peoples' investing activities was primarily due to the $98.1 million contributed by the
NB&T acquisition coupled with proceeds from the investment portfolio outpacing purchases. Peoples' financing activities
included $62.8 million of cash generated by increases in non-interest-bearing deposits, which was more than offset by
declines of $80.5 million in interest-bearing deposits and payments of $57.4 million on long-term borrowings.

Further information regarding the management of Peoples' liquidity position can be found later in this discussion under “Interest Rate Sensitivity and Liquidity.”


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Table of Contents

Investment Securities
The following table provides information regarding Peoples’ investment portfolio:
(Dollars in thousands)
June 30,
2016
March 31,
2016
December 31,
2015
September 30,
2015
June 30,
2015
Available-for-sale securities, at fair value:
 
 
 
 
Obligations of:
 
 
 
 
 
U.S. government sponsored agencies
$
1,000

$
2,004

$
2,966

$
2,993

$
3,934

States and political subdivisions
114,826

114,328

114,726

115,249

114,213

Residential mortgage-backed securities
620,819

650,674

632,293

639,327

579,701

Commercial mortgage-backed securities
23,789

24,258

23,845

24,348

27,200

Bank-issued trust preferred securities
4,536

4,330

4,635

4,776

4,668

Equity securities
7,648

6,600

6,236

6,592

6,504

Total fair value
$
772,618

$
802,194

$
784,701

$
793,285

$
736,220

Total amortized cost
$
750,305

$
785,544

$
780,304

$
780,609

$
730,632

Net unrealized gain
$
22,313

$
16,650

$
4,397

$
12,676

$
5,588

Held-to-maturity securities, at amortized cost:
 
 
 
 
Obligations of:



 
 
 
States and political subdivisions
$
3,826

$
3,828

$
3,831

$
3,833

$
3,836

Residential mortgage-backed securities
34,678

35,005

35,367

35,712

36,084

Commercial mortgage-backed securities
5,802

6,033

6,530

6,854

7,563

Total amortized cost
$
44,306

$
44,866

$
45,728

$
46,399

$
47,483

 
 
 
 
 
 
Other investment securities, at cost
$
38,402

$
38,402

$
38,401

$
38,496

$
38,496

 
 
 
 
 
 
Total investment portfolio:


 
 
 
 
Amortized cost
$
794,611

$
830,410

$
826,032

$
827,008

$
778,115

Carrying value
$
855,326

$
885,462

$
868,830

$
878,180

$
822,199

In the second quarter of 2016, the carrying value of investments decreased $30.1 million from the linked quarter, due primarily to the sale of $28.9 million of available-for-sale securities.
At June 30, 2016, the investment portfolio was 25.7% of total assets, compared to 25.6% a year ago. In recent quarters, Peoples has maintained the size of the held-to-maturity securities portfolio, for which the unrealized gain or loss does not directly impact stockholders' equity, in contrast to the impact from the available-for-sale securities portfolio.
Peoples' investment in residential and commercial mortgage-backed securities largely consists of securities either guaranteed by the U.S. government or issued by U.S. government sponsored agencies, such as Fannie Mae and Freddie Mac. The remaining portions of Peoples' mortgage-backed securities consist of securities issued by other entities, including other financial institutions, which are not guaranteed by the U.S. government.
The amount of these “non-agency” securities included in the residential mortgage-backed securities totals above was as follows:
(Dollars in thousands)
June 30,
2016
March 31,
2016
December 31,
2015
September 30,
2015
June 30,
2015
Total fair value
$
3,640

$
4,046

$
4,201

$
6,556

$
8,351

Total amortized cost
$
3,843

$
4,244

$
4,331

$
6,546

$
8,322

     Net unrealized (loss) gain
$
(203
)
$
(198
)
$
(130
)
$
10

$
29

 
Management continues to reinvest the principal runoff from the non-agency securities into U.S. agency investments, which accounted for the decline in the past year. At June 30, 2016, Peoples' non-agency portfolio consisted entirely of first lien residential mortgages, with nearly all of the underlying loans in these securities originated prior to 2004 and possessing fixed interest rates. Management continues to monitor the non-agency portfolio closely for leading indicators of increasing stress and will continue to be proactive in taking actions to mitigate such risk when necessary.


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Table of Contents

Loans
The following table provides information regarding outstanding loan balances:
(Dollars in thousands)
June 30,
2016
March 31,
2016
December 31,
2015
September 30,
2015
June 30,
2015
Gross originated loans:
 
 
 
 
 
Commercial real estate, construction
$
88,672

$
69,499

$
63,785

$
68,798

$
50,168

Commercial real estate, other
468,404

471,998

471,184

429,120

449,154

     Commercial real estate
557,076

541,497

534,969

497,918

499,322

Commercial and industrial
322,512

308,649

288,130

288,697

256,080

Residential real estate
304,275

302,512

288,783

282,863

263,095

Home equity lines of credit
80,049

76,959

74,176

71,620

67,384

Consumer, indirect
205,980

182,428

165,320

152,110

137,862

Consumer, other
65,717

63,168

61,813

61,284

58,444

    Consumer
271,697

245,596

227,133

213,394

196,306

Deposit account overdrafts
1,214

2,083

1,448

1,317

3,263

Total originated loans
$
1,536,823

$
1,477,296

$
1,414,639

$
1,355,809

$
1,285,450

Gross acquired loans:
 
 
 
 
 
Commercial real estate, construction
$
10,321

$
11,882

$
12,114

$
12,278

$
11,220

Commercial real estate, other
240,506

256,201

265,092

281,510

293,378

     Commercial real estate
250,827

268,083

277,206

293,788

304,598

Commercial and industrial
55,840

59,161

63,589

68,759

71,013

Residential real estate
250,848

263,237

276,772

288,269

302,673

Home equity lines of credit
28,968

30,742

32,253

34,147

36,607

Consumer, indirect
1,136

1,369

1,776

1,883

2,329

Consumer, other
4,348

5,227

6,205

7,590

9,363

    Consumer
5,484

6,596

7,981

9,473

11,692

Total acquired loans (a)
$
591,967

$
627,819

$
657,801

$
694,436

$
726,583

Total loans
$
2,128,790

$
2,105,115

$
2,072,440

$
2,050,245

$
2,012,033

Percent of loans to total loans:
 
 
 
 
 
Commercial real estate, construction
4.7
%
3.9
%
3.7
%
4.0
%
3.1
%
Commercial real estate, other
33.2
%
34.5
%
35.5
%
34.5
%
36.8
%
     Commercial real estate
37.9
%
38.4
%
39.2
%
38.5
%
39.9
%
Commercial and industrial
17.8
%
17.5
%
17.0
%
17.4
%
16.3
%
Residential real estate
26.1
%
26.9
%
27.3
%
27.9
%
28.1
%
Home equity lines of credit
5.1
%
5.1
%
5.1
%
5.2
%
5.2
%
Consumer, indirect
9.7
%
8.8
%
8.0
%
7.5
%
7.0
%
Consumer, other
3.3
%
3.2
%
3.3
%
3.4
%
3.3
%
    Consumer
13.0
%
12.0
%
11.3
%
10.9
%
10.3
%
Deposit account overdrafts
0.1
%
0.1
%
0.1
%
0.1
%
0.2
%
Total percentage
100.0
%
100.0
%
100.0
%
100.0
%
100.0
%
Residential real estate loans being serviced for others
$
380,741

$
383,531

$
390,398

$
387,200

$
392,625

 
(a)
Includes all loans acquired, and related loan discount recorded as part of acquisition accounting, in 2012 and thereafter.
In the second quarter of 2016, period-end total loan balances increased $23.7 million, or 4% annualized, compared to March 31, 2016. Period-end total loan balances increased $116.8 million, or 6%, compared to June 30, 2015. Indirect lending balances continued to be a key component of loan growth as they increased $23.3 million, or 51% annualized, during the quarter, and increased 48% annualized compared to December 31, 2015.
Commercial loans grew $8.9 million, or 3% annualized, from the linked quarter, with increases in commercial and industrial loans of $10.5 million being partially offset by a decrease of $1.7 million in commercial real estate loans during the quarter. Commercial loans grew primarily from an increase in commercial and industrial loans of $51.3 million, or 16%, compared to June 30, 2015. Commercial and industrial loans also grew $26.6 million, or 15% annualized, compared to December 31, 2015.


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Table of Contents

Consumer loans increased $61.5 million, or 7% annualized, mostly driven by higher indirect lending activity. Indirect lending continues to comprise a larger portion of the consumer loan portfolio and was 22% at June 30, 2016, compared to 20% at March 31, 2016, 18% at December 31, 2015 and 16% at June 30, 2015. In addition, commercial and industrial loan balances comprised 32% of the commercial portfolio at June 30, 2016, compared to 31% at March 31, 2016, 30% at December 31, 2015 and 29% at June 30, 2015.
Loan Concentration
Peoples categorizes its commercial loans according to standard industry classifications and monitors for concentrations in a single industry or multiple industries that could be impacted by changes in economic conditions in a similar manner. Peoples' commercial lending activities continue to be spread over a diverse range of businesses from all sectors of the economy, with no single industry comprising over 10% of Peoples' total loan portfolio.
Loans secured by commercial real estate, including commercial construction loans, continue to comprise the largest portion of Peoples' loan portfolio. The following table provides information regarding the largest concentrations of commercial real estate loans within the loan portfolio at June 30, 2016:
(Dollars in thousands)
Outstanding Balance
Loan Commitments
Total Exposure
% of Total
Commercial real estate, construction:
 
 
 
 
Apartment complexes
$
45,294

$
50,802

$
96,096

52.8
%
Mixed commercial use facilities:
 
 



Owner occupied
3,622

6,738

10,360

5.7
%
Non-owner occupied
4,054

9,083

13,137

7.2
%
Total mixed commercial use facilities
7,676

15,821

23,497

12.9
%
Assisted living facilities and nursing homes
9,601

9,400

19,001

10.4
%
Residential property
6,499

3,924

10,423

5.7
%
Light Industrial
9,079


9,079

5.0
%
Retail facilities
3,872

74

3,946

2.2
%
Other
16,972

3,027

19,999

11.0
%
Total commercial real estate, construction
$
98,993

$
83,048

$
182,041

100.0
%



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Table of Contents

(Dollars in thousands)
Outstanding Balance
Loan Commitments
Total Exposure
% of Total
Commercial real estate, other:
 
 
 
 
Office buildings and complexes:
 
 
 
 
Owner occupied
$
31,963

$
1,139

$
33,102

4.5
%
Non-owner occupied
45,373

165

45,538

6.2
%
Total office buildings and complexes
77,336

1,304

78,640

10.7
%
Apartment complexes
60,448

2

60,450

8.2
%
Mixed commercial use facilities:
 
 
 
 
Owner occupied
32,504

834

33,338

4.5
%
Non-owner occupied
21,660

276

21,936

3.0
%
Total mixed commercial use facilities
54,164

1,110

55,274

7.5
%
Retail facilities:
 
 
 
 
Owner occupied
19,398

1,770

21,168

2.9
%
Non-owner occupied
31,848

1,028

32,876

4.5
%
Total retail facilities
51,246

2,798

54,044

7.4
%
Lodging and lodging related
42,411

2,115

44,526

6.1
%
Light industrial facilities:
 
 
 
 
Owner occupied
35,575

86

35,661

4.9
%
Non-owner occupied
2,763


2,763

0.4
%
Total light industrial facilities
38,338

86

38,424

5.3
%
Assisted living facilities and nursing homes
29,404

250

29,654

4.0
%
Warehouse facilities
20,920

527

21,447

2.9
%
Residential property:
 
 
 
 
Owner occupied
907

1,525

2,432

0.3
%
Non-owner occupied
12,113

2,273

14,386

2.0
%
Total residential facilities
13,020

3,798

16,818

2.3
%
Restaurant:
 
 
 
 
Owner occupied
15,834


15,834

2.2
%
Non-owner occupied
1,248


1,248

0.2
%
Total restaurant facilities
17,082


17,082

2.4
%
Other
304,541

12,298

316,839

43.2
%
Total commercial real estate, other
$
708,910

$
24,288

$
733,198

100.0
%
Peoples' commercial lending activities continue to focus on lending opportunities inside its primary and secondary market areas within Ohio, West Virginia and Kentucky. In all other states, the aggregate outstanding balances of commercial loans in each state were less than $4.0 million at both June 30, 2016 and December 31, 2015.


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Table of Contents

Allowance for Loan Losses
The amount of the allowance for loan losses at the end of each period represents management's estimate of expected losses from existing loans based upon its quarterly analysis of the loan portfolio. While this process involves allocations being made to specific loans and pools of loans, the entire allowance is available for all losses incurred within the loan portfolio. The following details management's allocation of the allowance for loan losses:
(Dollars in thousands)
June 30,
2016
March 31,
2016
December 31,
2015
September 30,
2015
June 30,
2015
Commercial real estate
7,536

7,492

7,076

7,437

7,130

Commercial and industrial
5,234

5,295

5,382

11,487

7,195

     Total commercial
12,770

12,787

12,458

18,924

14,325

Residential real estate
1,296

1,258

1,257

1,179

1,297

Home equity lines of credit
684

733

732

777

738

Consumer
2,747

2,156

1,971

1,803

1,667

Deposit account overdrafts
144

125

121

154

154

Originated allowance for loan losses
17,641

17,059

16,539

22,837

18,181

Purchased credit impaired loan losses
197

202

240

303


Nonimpaired acquired loans



103


Acquired allowance for loan losses
197

202

240

406


Allowance for loan losses
$
17,838

$
17,261

$
16,779

$
23,243

$
18,181

As a percent of originated loans, net of deferred fees and costs
1.16
%
1.17
%
1.19
%
1.71
%
1.41
%
The decrease in the coverage of allowance for loan losses from September 30, 2015 was due to the specific reserve on the one commercial loan relationship that was charged-off in the fourth quarter of 2015. The coverage of allowance for loan losses at June 30, 2016 was relatively unchanged from December 31, 2015.
The significant allocations to commercial loans reflect the higher credit risk associated with this type of lending and the size of this loan category in relationship to the entire loan portfolio. The allowance allocated to the residential real estate and consumer loan categories is based upon Peoples' allowance methodology for homogeneous pools of loans. The fluctuations in these allocations have been directionally consistent with the changes in loan quality, loss experience and loan balances in these categories.




57

Table of Contents

The following table summarizes Peoples’ net charge-offs and recoveries:
 
Three Months Ended
(Dollars in thousands)
June 30,
2016
March 31,
2016
December 31,
2015
September 30,
2015
June 30,
2015
Gross charge-offs:
 
 
 
 
 
Commercial real estate, other
$

$
28

$
120

$
137

$
34

Commercial and industrial
6

1,012

13,150

83

343

Residential real estate
234

168

94

255

96

Home equity lines of credit
19

10

9

35

23

Consumer
425

622

484

387

295

Deposit account overdrafts
171

163

209

243

180

Total gross charge-offs
855

2,003

14,066

1,140

971

Recoveries:
 
 
 
 
 
Commercial real estate, other
17

1,164

13

8

27

Commercial and industrial
250


5


81

Residential real estate
40

29

108

47

44

Home equity lines of credit
19

7

12

27

65

Consumer
341

260

189

242

139

Deposit account overdrafts
38

70

37

41

35

Total recoveries
705

1,530

364

365

391

Net (recoveries) charge-offs:
 
 
 
 
 
Commercial real estate, other
(17
)
(1,136
)
107

129

7

Commercial and industrial
(244
)
1,012

13,145

83

262

Residential real estate
194

139

(14
)
208

52

Home equity lines of credit

3

(3
)
8

(42
)
Consumer
84

362

295

145

156

Deposit account overdrafts
133

93

172

202

145

Total net charge-offs
$
150

$
473

$
13,702

$
775

$
580

Ratio of net charge-offs (recoveries) to average total loans (annualized):
 
 
Commercial real estate, other
 %
(0.22
)%
0.02
%
0.02
%
 %
Commercial and industrial
(0.05
)%
0.19
 %
2.53
%
0.02
%
0.05
 %
Residential real estate
0.04
 %
0.03
 %
%
0.04
%
0.01
 %
Home equity lines of credit
 %
 %
%
%
(0.01
)%
Consumer
0.01
 %
0.07
 %
0.06
%
0.03
%
0.03
 %
Deposit account overdrafts
0.03
 %
0.02
 %
0.03
%
0.04
%
0.03
 %
Total
0.03
 %
0.09
 %
2.64
%
0.15
%
0.11
 %
Net charge-offs were below Peoples' historical rate of 20 to 30 basis points in 2016. Peoples recorded net charge-offs of $150,000 for the three months ended June 30, 2016, resulting in an annualized net charge-off rate of three basis points. The commercial and industrial loan recovery during the second quarter of 2016 was due to a single commercial relationship that was previously charged-off. The commercial real estate loan recovery during the first quarter of 2016 was due to a $1.0 million recovery on a relationship that was previously charged-off. During the fourth quarter of 2015, Peoples recorded a $13.1 million charge-off of one commercial and industrial loan relationship. These factors have an impact on the estimated loss rates used to determine the allocations of allowance for loan losses for commercial loans.





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The following table details Peoples’ nonperforming assets: 
(Dollars in thousands)
June 30,
2016
March 31,
2016
December 31,
2015
September 30,
2015
June 30,
2015
Loans 90+ days past due and accruing:
 
 
 
 
 
Commercial real estate, other
$
3,982

$
2,763

$
2,425

$
834

$
984

Commercial and industrial
459

2,074

1,986

1,674

488

Residential real estate
1,421

1,707

1,522

1,223

1,651

Home equity

184

35

10

17

Consumer, other
7

18

1

19

25

Total
5,869

6,746

5,969

3,760

3,165

Nonaccrual loans:
 
 
 
 
 
Commercial real estate, construction
877

891

921



Commercial real estate, other
7,154

7,220

7,357

2,306

1,756

Commercial and industrial
1,714

500

350

157

14,089

Residential real estate
3,429

2,966

2,991

3,046

3,113

Home equity
426

308

340

287

373

Consumer, other

30

31

31

34

Total
13,600

11,915

11,990

5,827

19,365

Troubled debt restructurings:
 
 
 
 
 
Commercial real estate, other
123

107

153

337

242

Commercial and industrial
394

374

377

13,854

196

Residential real estate
1,354

1,022

864

995

917

Home equity
52

65

79

82

84

Consumer, indirect
46

82

34

36

19

Consumer, other
13

14

34

13


Total
1,982

1,664

1,541

15,317

1,458

Total nonperforming loans (NPLs)
21,451

20,325

19,500

24,904

23,988

OREO:
 
 
 
 
 
Commercial
597

597

644

1,476

1,143

Residential
82

82

89

90

179

Total
679

679

733

1,566

1,322

Total nonperforming assets (NPAs)
$
22,130

$
21,004

$
20,233

$
26,470

$
25,310

NPLs as a percent of total loans
1.01
%
0.97
%
0.94
%
1.21
%
1.19
%
NPAs as a percent of total assets
0.66
%
0.64
%
0.62
%
0.82
%
0.79
%
NPAs as a percent of total loans and OREO
1.04
%
1.00
%
0.98
%
1.29
%
1.25
%
Allowance for loan losses as a percent of NPLs
83.16
%
84.92
%
86.05
%
93.68
%
76.05
%
The increase of $1.1 million in total nonperforming assets during the second quarter of 2016 compared to the first quarter of 2016 was primarily due to one commercial real estate loan being moved from loans 90+ days past due and accruing to nonaccrual status. The increase of $0.8 million in total nonperforming assets during the first quarter of 2016 was primarily due to the increase in loans 90+ days past due and accruing, which was mainly the result of a loan moving into that classification. The decrease in total nonperforming assets in the fourth quarter of 2015 related to a charge off that previously moved from nonaccrual status in the second quarter of 2015 to TDR status in the third quarter of 2015.
The decrease in OREO during the first quarter of 2016 and fourth quarter of 2015 was due to net sales outpacing new OREO properties being recorded.



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Deposits
The following table details Peoples’ deposit balances:
(Dollars in thousands)
June 30,
2016
March 31,
2016
December 31,
2015
September 30,
2015
June 30,
2015
Non-interest-bearing deposits
$
699,695

$
716,202

$
717,939

$
711,226

$
681,357

Interest-bearing deposits:
 
 
 
 
 
Retail certificates of deposit
418,748

439,460

448,992

461,398

480,687

Money market deposit accounts
401,828

395,022

394,119

393,472

395,788

Governmental deposit accounts
300,639

313,904

276,639

293,889

304,221

Savings accounts
438,952

434,381

414,375

404,676

410,371

Interest-bearing demand accounts
252,119

254,241

250,023

232,354

234,025

Brokered certificates of deposits
20,990

33,873

33,857

33,841

38,123

Total interest-bearing deposits
1,833,276

1,870,881

1,818,005

1,819,630

1,863,215

  Total deposits
$
2,532,971

$
2,587,083

$
2,535,944

$
2,530,856

$
2,544,572

Total deposits decreased $54.1 million during the second quarter of 2016, with decreases of $33.6 million in retail and brokered certificates of deposit, $16.5 million of non-interest-bearing deposits and $13.3 million of governmental deposit accounts. Peoples continues its deposit strategy of growing low-cost core deposits, such as checking and savings accounts, and reducing its reliance on higher-cost, non-core deposits, such as retail certificates of deposit ("CDs") and brokered deposits. These actions accounted for much of the changes in deposit balances over the last several quarters. The decreases in governmental deposit accounts during the second quarter of 2016 and previous quarters in 2015 were due to normal seasonal declines, as the balances typically increase annually during the first quarter.
Borrowed Funds
The following table details Peoples’ short-term and long-term borrowings:
(Dollars in thousands)
June 30,
2016
March 31,
2016
December 31,
2015
September 30,
2015
June 30,
2015
Short-term borrowings:
 
 
 
 
 
FHLB advances
$
103,000

$
63,000

$
76,000

$
40,000

$

Retail repurchase agreements
70,512

72,068

84,386

89,165

92,711

Total short-term borrowings
173,512

135,068

160,386

129,165

92,711

Long-term borrowings:
 
 
 
 
 
FHLB advances
101,214

66,474

66,934

69,715

70,018

National market repurchase agreements
40,000

40,000

40,000

40,000

40,000

Unamortized debt issuance costs
(63
)
(69
)



Term note payable (parent company)




11,978

Junior subordinated debt securities
6,829

6,783

6,736

6,685

6,637

Total long-term borrowings
147,980

113,188

113,670

116,400

128,633

Total borrowed funds
$
321,492

$
248,256

$
274,056

$
245,565

$
221,344

Peoples' short-term FHLB advances generally consist of overnight borrowings being maintained in connection with the management of Peoples' daily liquidity position. Peoples continually evaluates the overall balance sheet position given the interest rate environment. During the second quarter of 2016, Peoples executed transactions to take advantage of the low interest rates, which included:
Peoples restructured $20.0 million of borrowings that had a weighted-average rate of 2.97%, resulting in a $700,000 loss. Peoples replaced these borrowings with a long-term FHLB advance, which has an interest rate of 2.17% and matures in 2026.
Peoples borrowed an additional $35.0 million of long-term FHLB amortizing advances, which had interest rates ranging from 1.08% to 1.40%, and mature between 2019 and 2031.
Peoples entered into three forward starting interest rate swaps during the second quarter of 2016 to obtain short-term borrowings at fixed rates, with interest rates ranging from 1.49% to 1.56%, which become


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effective in 2018 and mature between 2023 and 2025. These swaps will replace $30.0 million in borrowings that mature in 2018, which have interest rates ranging from 3.65% to 3.92%.
Additional information regarding Peoples' interest rate swaps can be found in Note 10 of the Notes to the Unconsolidated Financial Statements.
In the third quarter of 2015, Peoples repaid the $12.0 million principal amount term loan then outstanding under the U.S. Bank Loan Agreement. There were no early termination fees associated with the repayment and the revolving credit loan commitment available under the U.S. Bank Loan Agreement remained outstanding. Effective March 2, 2016, Peoples terminated the U.S. Bank Loan Agreement, which had no outstanding borrowings. The only fee paid by Peoples in connection with the termination of the U.S. Bank Loan Agreement was an immaterial non-usage fee.
Capital/Stockholders’ Equity
At June 30, 2016, capital levels for both Peoples and Peoples Bank remained substantially higher than the minimum amounts needed to be considered "well capitalized" institutions under applicable banking regulations. These higher capital levels reflect Peoples' desire to maintain a strong capital position. During the first quarter of 2015, Peoples adopted the new Basel III regulatory capital framework, as approved by the federal banking agencies. The adoption of this new framework modified the calculations and well capitalized thresholds of the current risk-based capital ratios and added the new Common Equity Tier 1 risk-based capital ratio. Additionally, under the new rules, in order to avoid limitations on dividends, equity repurchases and compensation, Peoples must exceed the three minimum required ratios by at least the capital conservation buffer. The capital conservation buffer is being phased in from 0.625% beginning January 1, 2016 to 2.50% by January 1, 2019, and applies to the common equity tier 1 ("CET1") ratio, tier 1 capital ratio and total risk-based capital ratio. At June 30 2016, Peoples' had a capital buffer of 6.23%, compared to 2.50% for the fully phased-in capital conservation buffer required by January 1, 2019. As such, Peoples exceeded the minimum ratios including the capital conservation buffer at June 30, 2016.
The following table details Peoples' actual risk-based capital levels and corresponding ratios:
(Dollars in thousands)
June 30,
2016
March 31,
2016
December 31,
2015
September 30,
2015
June 30,
2015
Capital Amounts:
 
 
 
 
 
Common Equity Tier 1
$
295,148

$
288,787

$
288,416

$
287,020

$
285,680

Tier 1
301,977

295,569

295,151

293,705

292,316

Total (Tier 1 and Tier 2)
322,413

314,896

313,974

319,277

312,773

Net risk-weighted assets
$
2,265,022

$
2,203,776

$
2,158,713

$
2,133,399

$
2,079,341

Capital Ratios:
 
 
 
 
 
Common Equity Tier 1
13.03
%
13.10
%
13.36
%
13.45
%
13.74
%
Tier 1
13.33
%
13.41
%
13.67
%
13.77
%
14.06
%
Total (Tier 1 and Tier 2)
14.23
%
14.29
%
14.54
%
14.97
%
15.04
%
Leverage ratio
9.56
%
9.45
%
9.52
%
9.57
%
9.50
%
Peoples' capital ratios decreased slightly from the linked quarter due primarily to an increase of $61.2 million in risk-weighted assets, which was the result of growth in loans, BOLI and lower income housing investments. The decrease of capital ratios from December 2015 to March 31, 2016, was primarily due to stock repurchases of $5.0 million coupled with an increase in net risk-weighted assets of $45.1 million of loan growth. There was no stock repurchased in the second quarter of 2016. Peoples continues to be well above the amounts required to be considered "well capitalized" under applicable banking regulations.
In addition to traditional capital measurements, management uses tangible capital measures to evaluate the adequacy of Peoples' stockholders' equity. Such ratios represent non-GAAP financial measures since their calculation removes the impact of goodwill and other intangible assets acquired through acquisitions on the Unaudited Consolidated Balance Sheets. Management believes this information is useful to investors since it facilitates the comparison of Peoples' operating performance, financial condition and trends to peers, especially those without a similar level of intangible assets to that of Peoples. Further, intangible assets generally are difficult to convert into cash, especially during a financial crisis, and could decrease substantially in value should there be deterioration in the overall franchise value. As a result, tangible equity represents a conservative measure of the capacity for a company to incur losses but remain solvent.


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The following table reconciles the calculation of these non-GAAP financial measures to amounts reported in Peoples' Unaudited Consolidated Financial Statements:
(Dollars in thousands)
June 30,
2016
March 31,
2016
December 31,
2015
September 30,
2015
June 30,
2015
Tangible equity:
 
 
 
 
 
Total stockholders' equity, as reported
$
437,753

$
428,486

$
419,789

$
424,760

$
418,164

Less: goodwill and other intangible assets
147,971

148,997

149,617

151,339

151,169

Tangible equity
$
289,782

$
279,489

$
270,172

$
273,421

$
266,995



 
 
 
 
Tangible assets:
 
 
 
 
 
Total assets, as reported
$
3,333,455

$
3,294,929

$
3,258,970

$
3,228,830

$
3,210,425

Less: goodwill and other intangible assets
147,971

148,997

149,617

151,339

151,169

Tangible assets
$
3,185,484

$
3,145,932

$
3,109,353

$
3,077,491

$
3,059,256

 
 
 
 
 
 
Tangible book value per common share:
 
 
 
 
Tangible equity
$
289,782

$
279,489

$
270,172

$
273,421

$
266,995

Common shares outstanding
18,185,708

18,157,932

18,404,864

18,400,809

18,391,575

 
 
 
 
 
 
Tangible book value per common share
$
15.93

$
15.39

$
14.68

$
14.86

$
14.52

 
 
 
 
 
 
Tangible equity to tangible assets ratio:
 
 
 
 
Tangible equity
$
289,782

$
279,489

$
270,172

$
273,421

$
266,995

Tangible assets
$
3,185,484

$
3,145,932

$
3,109,353

$
3,077,491

$
3,059,256

 
 
 
 
 
 
Tangible equity to tangible assets
9.10
%
8.88
%
8.69
%
8.88
%
8.73
%
The increase in the tangible equity to tangible assets ratio at June 30, 2016 compared to the ratio at March 31, 2016 was due mainly to the increase in the tangible equity. Tangible equity increased during the first and second quarters of 2016, largely as a result of the increase in the market value of Peoples' available-for-sale investment portfolio coupled with the current year-to-date earnings.
Tangible book value per common share increased 9.7% from the prior year second quarter and 3.5% from the linked quarter. The increase from the previous year was primarily attributed to a decrease in the number of common shares outstanding. The increase from the linked quarter was due to an increase in the market value of Peoples' available-for-sale investment portfolio coupled with current year-to-date earnings.
Interest Rate Sensitivity and Liquidity
While Peoples is exposed to various business risks, the risks relating to interest rate sensitivity and liquidity are major risks that can materially impact future results of operations and financial condition due to their complexity and dynamic nature. The objective of Peoples' asset/liability management (“ALM”) function is to measure and manage these risks in order to optimize net interest income within the constraints of prudent capital adequacy, liquidity and safety. This objective requires Peoples to focus on interest rate risk exposure and adequate liquidity through its management of the mix of assets and liabilities, their related cash flows, and the rates earned and paid on those assets and liabilities. Ultimately, the ALM function is intended to guide management in the acquisition and disposition of earning assets, and selection of appropriate funding sources.
Interest Rate Risk
Interest rate risk (“IRR”) is one of the most significant risks arising in the normal course of business of financial services companies like Peoples. IRR is the potential for economic loss due to future interest rate changes that can impact the earnings stream as well as market values of financial assets and liabilities. Peoples' exposure to IRR is due primarily to differences in the maturity or repricing of earning assets and interest-bearing liabilities. In addition, other factors, such as prepayments of loans and investment securities, or early withdrawal of deposits, can expose Peoples to IRR and increase interest costs or reduce revenue streams.


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Peoples has assigned overall management of IRR to its Asset-Liability Committee (the “ALCO”), which has established an IRR management policy that sets minimum requirements and guidelines for monitoring and managing the level and amount of IRR. The methods used by the ALCO to assess IRR remain unchanged from those disclosed in Peoples' 2015 Form 10-K.
The following table shows the estimated changes in net interest income and the economic value of equity based upon a standard, parallel shock analysis (dollars in thousands):
 
Increase in Interest Rate
Estimated Increase in
Net Interest Income
 
Estimated Decrease in Economic Value of Equity
(in Basis Points)
June 30, 2016
 
December 31, 2015
 
June 30, 2016
 
December 31, 2015
300
$
2,885

 
2.9
%
 
$
1,477

1.5
%
 
$
(66,111
)
 
(11.2
)%
 
$
(88,774
)
(15.3
)%
200
3,091

 
3.1
%
 
1,943

1.9
%
 
(39,526
)
 
(6.7
)%
 
(57,205
)
(9.9
)%
100
2,492

 
2.5
%
 
1,823

1.8
%
 
(14,976
)
 
(2.5
)%
 
(27,036
)
(4.7
)%
At June 30, 2016, Peoples' Unaudited Consolidated Balance Sheet remained positioned for a rising interest rate environment, as illustrated by the potential increase in net interest income shown in the above table. While parallel interest rate shock scenarios are useful in assessing the level of IRR inherent in Peoples' consolidated balance sheet, interest rates typically move in a non-parallel manner, with differences in the timing, direction and magnitude of changes in short-term and long-term interest rates. Thus, any benefit that could occur as a result of the Federal Reserve Board increasing short-term interest rates in future quarters could be offset by an inverse movement in long-term interest rates.
Peoples entered into interest rate swaps in the second quarter of 2016, as part of its interest rate risk management strategy. These interest rate swaps are designated as cash flow hedges and involve the receipt of variable rate amounts from a counterparty in exchange for Peoples making fixed payments. As of June 30, 2016, Peoples had three interest rate swaps with a notional value of $30 million associated with Peoples’ cash outflows related to various FHLB advances.
Liquidity
In addition to IRR management, another major objective of the ALCO is to maintain a sufficient level of liquidity. The methods used by the ALCO to monitor and evaluate the adequacy of Peoples' liquidity position remain unchanged from those disclosed in Peoples' 2015 Form 10-K.
At June 30, 2016, Peoples had liquid assets of $190.4 million, which represented 5.2% of total assets and unfunded commitments. This amount exceeded the minimal level of $73.4 million, or 2% of total loans and unfunded commitments, currently required under Peoples' liquidity policy. Peoples also had an additional $71.5 million of unpledged investment securities not included in the measurement of liquid assets.
Management believes the current balance of cash and cash equivalents, and anticipated cash flows from the investment portfolio, along with the availability of other funding sources, will allow Peoples to meet anticipated cash obligations, as well as special needs and off-balance sheet commitments.
Off-Balance Sheet Activities and Contractual Obligations
In the normal course of business, Peoples is a party to financial instruments with off-balance sheet risk necessary to meet the financing needs of Peoples' customers. These financial instruments include commitments to extend credit and standby letters of credit. The instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized in the Unaudited Consolidated Balance Sheets. The contract amounts of these instruments express the extent of involvement Peoples has in these financial instruments.
Loan Commitments and Standby Letters of Credit
Loan commitments are made to accommodate the financial needs of Peoples' customers. Standby letters of credit are instruments issued by Peoples Bank guaranteeing the beneficiary payment by Peoples Bank in the event of default by Peoples Bank's customer in the nonperformance of an obligation or service. Historically, most loan commitments and standby letters of credit expire unused. Peoples' exposure to credit loss in the event of nonperformance by the counter-party to the financial instrument for loan commitments and standby letters of credit is represented by the contractual amount of those instruments. Peoples uses the same underwriting standards in making commitments and conditional obligations as it does for on-balance sheet instruments. The amount of collateral obtained is based on management's credit evaluation of the customer. Collateral held varies, but may include accounts receivable, inventory, property, plant, and equipment, and income-producing commercial properties.


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Peoples routinely engages in activities that involve, to varying degrees, elements of risk that are not reflected in whole or in part in the consolidated financial statements. These activities are part of Peoples' normal course of business and include traditional off-balance sheet credit-related financial instruments, interest rate contracts and commitments to make additional capital contributions in low-income housing tax credit investments. Traditional off-balance sheet credit-related financial instruments continue to represent the most significant off-balance sheet exposure.
The following table details the total contractual amount of loan commitments and standby letters of credit:
 (Dollars in thousands)
June 30,
2016
March 31,
2016
December 31,
2015
September 30,
2015
June 30,
2015
Home equity lines of credit
$
85,139

$
84,826

$
84,148

$
84,613

$
84,687

Unadvanced construction loans
88,342

70,389

77,479

73,715

64,244

Other loan commitments
242,914

245,679

233,689

224,673

216,957

Loan commitments
$
416,395

$
400,894

$
395,316

$
383,001

$
365,888

Standby letters of credit
$
22,065

$
22,376

$
22,970

$
22,494

$
22,247

Management does not anticipate that Peoples’ current off-balance sheet activities will have a material impact on its future results of operations and financial condition based on historical experience and recent trends.
ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information called for by this Item 3 is provided under the caption “Interest Rate Sensitivity and Liquidity” under “ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION” in this Form 10-Q, and is incorporated herein by reference.
ITEM 4.  CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Peoples’ management, with the participation of Peoples’ President and Chief Executive Officer and Peoples’ Executive Vice President, Chief Financial Officer and Treasurer, has evaluated the effectiveness of Peoples’ disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of June 30, 2016.  Based upon that evaluation, Peoples’ President and Chief Executive Officer and Peoples’ Executive Vice President, Chief Financial Officer and Treasurer have concluded that:
(a)
information required to be disclosed by Peoples in this Quarterly Report on Form 10-Q and other reports Peoples files or submits under the Exchange Act would be accumulated and communicated to Peoples’ management, including its President and Chief Executive Officer and its Executive Vice President, Chief Financial Officer and Treasurer, as appropriate to allow timely decisions regarding required disclosure;
(b)
information required to be disclosed by Peoples in this Quarterly Report on Form 10-Q and other reports Peoples files or submits under the Exchange Act would be recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms; and
(c)
Peoples’ disclosure controls and procedures were effective as of the end of the fiscal quarter covered by this Quarterly Report on Form 10-Q.
 Changes in Internal Control Over Financial Reporting
There were no changes in Peoples’ internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during Peoples’ fiscal quarter ended June 30, 2016, that have materially affected, or are reasonably likely to materially affect, Peoples’ internal control over financial reporting.


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PART II
ITEM 1.  LEGAL PROCEEDINGS
In the ordinary course of their respective businesses or operations, Peoples or one of its subsidiaries may be named as a plaintiff, a defendant, or a party to a legal proceeding or any of their respective properties may be subject to various pending and threatened legal proceedings and various actual and potential claims.  In view of the inherent difficulty of predicting the outcome of such matters, Peoples cannot state what the eventual outcome of any such matters will be; however, based on management's current knowledge and after consultation with legal counsel, management believes these proceedings will not have a material adverse effect on the consolidated financial position, results of operations or liquidity of Peoples.
ITEM 1A.  RISK FACTORS
The United Kingdom's exit from the European Union could adversely affect our business.
The referendum held in the United Kingdom (the "U.K.") on June 23, 2016 resulted in a determination that the U.K. should exit the European Union ("EU"). Such an exit from the European Union is unprecedented and it is unclear how the U.K.'s access to the EU single market, and the wider trading, legal and regulatory environment in which Peoples, its customers and its counterparties operate, will be impacted and how this will affect Peoples' and its business and the global macroeconomic environment. The uncertainty surrounding the terms of the U.K.'s exit and its consequences could adversely impact customer and investor confidence, result in additional market volatility and adversely affect Peoples' business, including revenues from trading and investment banking activities and results of operations and financial condition.
The accounting treatment of the interest rate swaps entered into by Peoples in the second quarter of 2016 as part of its interest rate management strategy may change if the hedging relationship is not as effective as currently anticipated. These interest rate swaps are designated as cash flow hedges and involve the receipt of variable rate amounts from a counterparty in exchange for Peoples making fixed payments. As of June 30, 2016, Peoples had three interest rate swaps with a notional value of $30.0 million. The swaps become effective in 2018, roughly to coincide with the maturity of existing FHLB advances and their expected replacement dates.
Although Peoples expects that the hedging relationship will be highly effective as described above, it has not assumed that there will be no ineffectiveness in the hedging relationship. As of June 30, 2016, the termination value of derivatives in a net liability position, which includes accrued interest but excludes any adjustment for nonperformance risk, related to these agreements was $7.2 million. As of June 30, 2016, Peoples has minimum collateral posting thresholds with certain of its derivative counterparties and has posted collateral of $9.0 million against its obligations under these agreements. If Peoples had breached any of these provisions at June 30, 2016, it could have been required to settle its obligations under the agreements at the termination value.
There have been no other material changes from those risk factors previously disclosed in “ITEM 1A. RISK FACTORS” of Part I of Peoples’ 2015 Form 10-K.  Those risk factors are not the only risks Peoples faces.  Additional risks and uncertainties not currently known to management or that management currently deems to be immaterial also may materially adversely affect Peoples’ business, financial condition and/or operating results.


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ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table details repurchases by Peoples and purchases by “affiliated purchasers” as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934, as amended, of Peoples’ common shares during the three months ended June 30, 2016:
Period
(a)
Total Number of Common Shares Purchased
 
(b)
Average Price Paid per Common Share
 
 (c)
Total Number of Common Shares Purchased as Part of Publicly Announced Plans or Programs (1)
(d)
Maximum
Number ( or Approximate Dollar Value) of Common Shares that May Yet Be Purchased Under the Plans or Programs (1)
April 1 - 30, 2016
220

(2) 
$
20.27

(2) 

$
15,049,184

May 1 - 31, 2016

 
$

 

15,049,184

June 1 - 30, 2016
521

(2)(3) 
$
22.10

(2)(3) 

15,049,184

Total
741

 
$
21.55

 

$
15,049,184

(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 June 30, 2016.
(2)
Information reported includes 220 common shares and 400 common shares purchased in open market transactions during April and June, respectively, by Peoples Bank under the Rabbi Trust Agreement establishing a rabbi trust that holds assets to provide funds for the payment of the benefits under the Peoples Bancorp Inc. Third Amended and Restated Deferred Compensation Plan for Directors of Peoples Bancorp Inc. and Subsidiaries.
(3)
Information reported includes 121 common shares withheld in June to pay income tax or other tax liabilities associated with vested restricted common shares.
ITEM 3.  DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4.  MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5.  OTHER INFORMATION
None
ITEM 6.  EXHIBITS
The exhibits required to be filed or furnished with this Form 10-Q are attached hereto or incorporated herein by reference.  For a list of such exhibits, see “Exhibit Index” beginning at page 69.


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SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 
 
 
PEOPLES BANCORP INC.
 
 
 
 
Date:
July 28, 2016
By: /s/
CHARLES W. SULERZYSKI
 
 
 
Charles W. Sulerzyski
 
 
 
President and Chief Executive Officer
 
 
 
 
 
 
 
 
Date:
July 28, 2016
By: /s/
JOHN C. ROGERS
 
 
 
John C. Rogers
 
 
 
Executive Vice President,
 
 
 
Chief Financial Officer and Treasurer



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EXHIBIT INDEX
 
PEOPLES BANCORP INC. QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2016
 
Exhibit
Number
 
 
Description
 
 
Exhibit Location
 
 
 
 
 
2.1
 
Agreement and Plan of Merger, dated as of August 4, 2014, as amended, between Peoples Bancorp Inc. and NB&T Financial Group, Inc.*
 
Included as Annex A to the joint proxy statement/prospectus which forms a part of the Registration Statement on Form S-4 of Peoples Bancorp Inc. ("Peoples") (Registration No. 333-199152)
 
 
 
 
 
3.1(a)
 
Amended Articles of Incorporation of Peoples Bancorp Inc. (as filed with the Ohio Secretary of State on May 3, 1993)
 
Incorporated herein by reference to Exhibit 3(a) to Peoples' Registration Statement on Form 8-B filed July 20, 1993 (File No. 0-16772)
 
 
 
 
 
3.1(b)
 
Certificate of Amendment to the Amended Articles of Incorporation of Peoples Bancorp Inc. (as filed with the Ohio Secretary of State on April 22, 1994)
 
Incorporated herein by reference to Exhibit 3(a)(2) to Peoples’ Annual Report on Form 10-K for the fiscal year ended December 31, 1997 (File No. 0-16772) (“Peoples’ 1997 Form 10-K”)
 
 
 
 
 
3.1(c)
 
Certificate of Amendment to the Amended Articles of Incorporation of Peoples Bancorp Inc. (as filed with the Ohio Secretary of State on April 9, 1996)
 
Incorporated herein by reference to Exhibit 3(a)(3) to Peoples’ 1997 Form 10-K
 
 
 
 
 
3.1(d)
 
Certificate of Amendment to the Amended Articles of Incorporation of Peoples Bancorp Inc. (as filed with the Ohio Secretary of State on April 23, 2003)
 
Incorporated herein by reference to Exhibit 3(a) to Peoples’ Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2003 (File No. 0-16772) (“Peoples’ March 31, 2003 Form 10-Q”)
 
 
 
 
 
3.1(e)
 
Certificate of Amendment by Shareholders to the Amended Articles of Incorporation of Peoples Bancorp Inc. (as filed with the Ohio Secretary of State on January 22, 2009)
 
Incorporated herein by reference to Exhibit 3.1 to Peoples’ Current Report on Form 8-K dated and filed on January 23, 2009 (File No. 0-16772)
 
 
 
 
 
3.1(f)
 
Certificate of Amendment by Directors to Articles filed with the Secretary of State of the State of Ohio on January 28, 2009, evidencing adoption of amendments by the Board of Directors of Peoples Bancorp Inc. to Article FOURTH of Amended Articles of Incorporation to establish express terms of Fixed Rate Cumulative Perpetual Preferred Shares, Series A, each without par value, of Peoples Bancorp Inc.
 
Incorporated herein by reference to Exhibit 3.1 to Peoples’ Current Report on Form 8-K dated and filed on February 2, 2009 (File No. 0-16772)
 
 
 
 
 
3.1(g)
 
Amended Articles of Incorporation of Peoples Bancorp Inc. (reflecting all amendments) [For SEC reporting compliance purposes only – not filed with Ohio Secretary of State]
 
Incorporated herein by reference to Exhibit 3.1(g) to Peoples’ Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (File No. 0-16772)
 
 
 
 
 
3.2(a)
 
Code of Regulations of Peoples Bancorp Inc.
 
Incorporated herein by reference to Exhibit 3(b) to Peoples’ Registration Statement on Form 8-B filed July 20, 1993 (File No. 0-16772)
 
 
 
 
 
3.2(b)
 
Certified Resolutions Regarding Adoption of Amendments to Sections 1.03, 1.04, 1.05, 1.06, 1.08, 1.10, 2.03(C), 2.07, 2.08, 2.10 and 6.02 of the Code of Regulations of Peoples Bancorp Inc. by shareholders on April 10, 2003
 
Incorporated herein by reference to Exhibit 3(c) to Peoples’ March 31, 2003 Form 10-Q
 
 
 
 
 
3.2(c)
 
Certificate regarding adoption of amendments to Sections 3.01, 3.03, 3.04, 3.05, 3.06, 3.07, 3.08 and 3.11 of the Code of Regulations of Peoples Bancorp Inc. by shareholders on April 8, 2004
 
Incorporated herein by reference to Exhibit 3(a) to Peoples’ Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2004 (File No. 0-16772)
 
 
 
 
 
3.2(d)
 
Certificate regarding adoption of amendments to Sections 2.06, 2.07, 3.01 and 3.04 of Peoples Bancorp Inc.’s Code of Regulations by the shareholders on April 13, 2006
 
Incorporated herein by reference to Exhibit 3.1 to Peoples’ Current Report on Form 8-K dated and filed on April 14, 2006 (File No. 0-16772)
 
 
 
 
 
* Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of SEC Regulation S-K. A copy of any omitted schedules or exhibits will be furnished supplementally to the SEC upon its request.


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EXHIBIT INDEX
 
PEOPLES BANCORP INC. QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2016
 
Exhibit
Number
 
 
Description
 
 
Exhibit Location
3.2(e)
 
Certificate regarding adoption of an amendment to Section 2.01 of Peoples Bancorp Inc.’s Code of Regulations by the shareholders on April 22, 2010
 
Incorporated herein by reference to Exhibit 3.2(e) to Peoples’ Quarterly Report on Form 10-Q/A (Amendment No. 1) for the quarterly period ended June 30, 2010 (File No. 0-16772) ("Peoples' June 30, 2010 Form 10-Q/A")
 
 
 
 
 
3.2(f)
 
Code of Regulations of Peoples Bancorp Inc. (reflecting all amendments) [For SEC reporting compliance purposes only]
 
Incorporated herein by reference to Exhibit 3.2(f) to Peoples’ June 30, 2010 Form 10-Q/A
 
 
 
 
 
10.1
 
Change in Control Agreement between Peoples Bancorp Inc. and Robyn Stevens (adopted June 17, 2016)*
 
Filed herewith
 
 
 
 
 
10.2
 
Summary of Compensation for Directors of Peoples Bancorp Inc.*
 
Filed herewith
 
 
 
 
 
31.1
 
Rule 13a-14(a)/15d-14(a) Certifications [President and Chief Executive Officer]
 
Filed herewith
 
 
 
 
 
31.2
 
Rule 13a-14(a)/15d-14(a) Certifications [Executive Vice President, Chief Financial Officer and Treasurer]
 
Filed herewith
 
 
 
 
 
32
 
Section 1350 Certifications
 
Furnished herewith
 
 
 
 
 
101.INS
 
XBRL Instance Document
 
Submitted electronically herewith #
 
 
 
 
 
101.SCH
 
XBRL Taxonomy Extension Schema Document
 
Submitted electronically herewith #
 
 
 
 
 
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document
 
Submitted electronically herewith #
 
 
 
 
 
101.LAB
 
XBRL Taxonomy Extension Label Linkbase Document
 
Submitted electronically herewith #
 
 
 
 
 
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document
 
Submitted electronically herewith #
 
 
 
 
 
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document
 
Submitted electronically herewith #
 
 
 
 
 
*Management Compensation Plan or Agreement
 
 
 
 
 
 
 
# Attached as Exhibit 101 to the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2016 of Peoples Bancorp Inc. are the following documents formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets (unaudited) at June 30, 2016 and December 31, 2015; (ii) Consolidated Statements of Income (unaudited) for the three and six months ended June 30, 2016 and 2015; (iii) Consolidated Statements of Comprehensive Income (unaudited) for the three and six months ended June 30, 2016 and 2015; (iv) Consolidated Statement of Stockholders' Equity (unaudited) for the six months ended June 30, 2016; (v) Condensed Consolidated Statements of Cash Flows (unaudited) for the six months ended June 30, 2016 and 2015; and (vi) Notes to the Unaudited Consolidated Financial Statements.


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