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PEOPLES BANCORP INC - Quarter Report: 2017 March (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 March 31, 2017
                                                                                        
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
pebonewlogo.jpg
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, smaller reporting company or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth 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
Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes o No o

APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 18,270,693 common shares, without par value, at April 26, 2017.



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)
 
March 31,
2017
December 31,
2016
(Dollars in thousands)
Assets
 
 
Cash and due from banks
$
56,376

$
58,129

Interest-bearing deposits in other banks
7,939

8,017

Total cash and cash equivalents
64,315

66,146

Available-for-sale investment securities, at fair value (amortized cost of $782,947 at March 31, 2017 and $777,017 at December 31, 2016)
786,961

777,940

Held-to-maturity investment securities, at amortized cost (fair value of $44,146 at March 31, 2017 and $43,227 at December 31, 2016)
44,022

43,144

Other investment securities, at cost
38,371

38,371

Total investment securities
869,354

859,455

Loans, net of deferred fees and costs
2,249,502

2,224,936

Allowance for loan losses
(18,468
)
(18,429
)
Net loans
2,231,034

2,206,507

Loans held for sale
1,842

4,022

Bank premises and equipment, net
53,258

53,616

Bank owned life insurance
60,719

60,225

Goodwill
132,631

132,631

Other intangible assets
12,874

13,387

Other assets
33,249

36,359

Total assets
$
3,459,276

$
3,432,348

Liabilities
 
 
Deposits:
 
 
Non-interest-bearing
$
785,047

$
734,421

Interest-bearing
1,917,118

1,775,301

Total deposits
2,702,165

2,509,722

Short-term borrowings
105,752

305,607

Long-term borrowings
174,506

145,155

Accrued expenses and other liabilities
33,844

36,603

Total liabilities
3,016,267

2,997,087

Stockholders’ equity
 
 
Preferred stock, no par value, 50,000 shares authorized, no shares issued at March 31, 2017 and December 31, 2016


Common stock, no par value, 24,000,000 shares authorized, 18,941,282 shares issued at March 31, 2017 and 18,939,091 shares issued at December 31, 2016, including shares in treasury
343,597

344,404

Retained earnings
115,469

110,294

Accumulated other comprehensive income (loss), net of deferred income taxes
392

(1,554
)
Treasury stock, at cost, 729,218 shares at March 31, 2017 and 795,758 shares at December 31, 2016
(16,449
)
(17,883
)
Total stockholders’ equity
443,009

435,261

Total liabilities and stockholders’ equity
$
3,459,276

$
3,432,348


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
 
March 31,
(Dollars in thousands, except per share data)
2017
2016
Interest income:
 
 
Interest and fees on loans
$
24,299

$
22,966

Interest and dividends on taxable investment securities
4,709

4,681

Interest on tax-exempt investment securities
794

780

Other interest income
15

16

Total interest income
29,817

28,443

Interest expense:
 
 
Interest on deposits
1,487

1,601

Interest on short-term borrowings
251

87

Interest on long-term borrowings
1,134

988

Total interest expense
2,872

2,676

Net interest income
26,945

25,767

Provision for loan losses
624

955

Net interest income after provision for loan losses
26,321

24,812

Non-interest income:
 
 
Insurance income
4,102

4,498

Trust and investment income
2,682

2,382

Electronic banking income
2,561

2,535

Deposit account service charges
2,429

2,603

Bank owned life insurance income
493

167

Mortgage banking income
387

160

Net gain on investment securities
340

96

Commercial loan swap fee income
268

164

Net loss on asset disposals and other transactions
(3
)
(31
)
Other non-interest income
412

545

Total non-interest income
13,671

13,119

Non-interest expenses:
 
 
Salaries and employee benefit costs
15,496

14,325

Net occupancy and equipment expense
2,713

2,806

Professional fees
1,610

1,459

Electronic banking expense
1,514

1,433

Data processing and software expense
1,142

749

Amortization of other intangible assets
863

1,008

Franchise tax expense
583

538

FDIC insurance expense
433

617

Communication expense
410

628

Marketing expense
280

398

Foreclosed real estate and other loan expenses
196

251

Other non-interest expense
2,091

2,070

Total non-interest expenses
27,331

26,282

Income before income taxes
12,661

11,649

Income tax expense
3,852

3,654

  Net income
$
8,809

$
7,995

Earnings per common share - basic
$
0.49

$
0.44

Earnings per common share - diluted
$
0.48

$
0.44

Weighted-average number of common shares outstanding - basic
18,029,991

18,071,746

Weighted-average number of common shares outstanding - diluted
18,192,957

18,194,990

Cash dividends declared
$
3,634

$
2,748

Cash dividends declared per common share
$
0.20

$
0.15


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
 
March 31,
(Dollars in thousands)
2017
2016
Net income
$
8,809

$
7,995

Other comprehensive income:
 
 
Available-for-sale investment securities:
 
 
Gross unrealized holding gain arising in the period
3,412

12,329

Related tax expense
(1,194
)
(4,316
)
Less: reclassification adjustment for gain included in net income
340

96

Related tax expense
(119
)
(34
)
Net effect on other comprehensive income
1,997

7,951

Defined benefit plans:
 
 
Net gain arising during the period
1


  Related tax expense


Amortization of unrecognized loss and service cost on benefit plans
23


Related tax expense
(8
)

Net effect on other comprehensive income
16


Cash flow hedges:
 
 
Net loss arising during the period
(103
)

  Related tax benefit
36


Net effect on other comprehensive loss
(67
)

Total other comprehensive income, net of tax expense
1,946

7,951

Total comprehensive income
$
10,755

$
15,946

See Notes to the Unaudited Consolidated Financial Statements


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, 2016
$
344,404

$
110,294

$
(1,554
)
$
(17,883
)
$
435,261

Net income

8,809



8,809

Other comprehensive income, net of tax


1,946


1,946

Cash dividends declared

(3,634
)


(3,634
)
Exercise of stock options
(6
)


6


Reissuance of treasury stock for common awards
(1,559
)


1,559


Reissuance of treasury stock for deferred compensation plan for Boards of Directors



1

1

Repurchase of common shares in connection with employee incentive plan and for Boards of Directors compensation plan



(288
)
(288
)
Common shares issued under dividend reinvestment plan
128




128

Common shares issued under compensation plan for Boards of Directors
37



91

128

Common shares issued under employee stock purchase plan
25



65

90

Stock-based compensation expense
568




568

Balance, March 31, 2017
$
343,597

$
115,469

$
392

$
(16,449
)
$
443,009

 
See Notes to the Unaudited Consolidated Financial Statements


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PEOPLES BANCORP INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
 
Three Months Ended
 
March 31,
(Dollars in thousands)
2017
2016
Net cash provided by operating activities
$
13,386

$
16,826

Investing activities:
 
 
Available-for-sale investment securities:
 
 
Purchases
(41,088
)
(35,810
)
Proceeds from sales
555

981

Proceeds from principal payments, calls and prepayments
32,064

26,627

Held-to-maturity investment securities:
 
 
Purchases
(1,310
)

Proceeds from principal payments
336

750

Net increase in loans
(23,528
)
(31,933
)
Net expenditures for bank premises and equipment
(490
)
(2,660
)
(Increase in) proceeds from sales of other real estate owned
(16
)
141

Business acquisitions, net of cash received
(450
)
(244
)
Return of investment in limited partnership and tax credit funds
634

12

Net cash used in investing activities
(33,293
)
(42,136
)
Financing activities:
 
 
Net increase (decrease) in non-interest-bearing deposits
50,626

(1,737
)
Net increase in interest-bearing deposits
141,809

52,905

Net decrease in short-term borrowings
(199,855
)
(25,318
)
Proceeds from long-term borrowings
30,000


Payments on long-term borrowings
(701
)
(460
)
Cash dividends paid
(3,518
)
(2,645
)
Purchase of treasury stock under share repurchase program

(4,965
)
Repurchase of common shares in connection with employee incentive plan and compensation plan for Boards of Directors to be held as treasury stock
(288
)
(292
)
Proceeds from issuance of common shares
3

6

Excess tax expense from share-based payment awards

(3
)
Net cash provided by financing activities
18,076

17,491

Net decrease in cash and cash equivalents
(1,831
)
(7,819
)
Cash and cash equivalents at beginning of period
66,146

71,115

Cash and cash equivalents at end of period
$
64,315

$
63,296

 
 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, 2016 (“2016 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’ 2016 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 March 31, 2017 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 at the 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, 2016, contained herein, has been derived from the audited Consolidated Balance Sheet included in Peoples’ 2016 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. Peoples’ insurance income includes performance-based insurance commissions that are recognized by Peoples when received, which typically occurs, for the most part, during the first quarter of each year. For the three months ended March 31, 2017 and 2016, the amount of performance-based insurance commissions recognized totaled $1.3 million and $1.6 million, respectively.
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.
March, Accounting Standards Update ("ASU") 2017-08 - Receivables - Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities. The amendments in this ASU shorten the amortization period for certain callable debt securities held at a premium. The amendments require the premium to be amortized to the earliest call date. The amendments do not require an accounting change for securities held at a discount; the discount continues to be amortized to maturity. The amendments will be effective for interim and annual reporting periods beginning after December 15, 2018 (effective January 1, 2019 for Peoples). Peoples will adopt this new accounting guidance as required and it is not expected to have a material impact on Peoples' results of operations.
March, ASU 2017-07 - Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. The amendments in this ASU require that an employer disaggregate the service cost component from the other components of net benefit cost. The amendments will improve the consistency, transparency, and usefulness of financial information and will be effective for interim and annual reporting periods beginning after December 15, 2017 (effective January 1, 2018 for Peoples). Peoples will adopt this new accounting guidance as required and it will have no impact on Peoples' results of operations as the accrual for pension plan benefits for all participants was frozen as of March 1, 2011.
March, ASU 2017-06 - Plan Accounting: Defined Benefit Pension Plans (Topic 960), Defined Contribution Pension Plans (Topic 962), Health and Welfare Benefit Plans (Topic 965): Employee Benefit Plan Master Trust Reporting (a consensus of the Emerging Issues Task Force). This ASU is to provide clarity to preparers and auditors and relates primarily to the reporting of an employee benefit plan's interest in a master trust. The amendments in the ASU clarify presentation requirements for an employee benefit plan's interest in a master trust and require more detailed disclosures of the employee benefit plan's interest in the master trust and will be effective for interim and annual reporting periods beginning after December 15, 2018 (effective


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January 1, 2019 for Peoples). Peoples will adopt this new accounting guidance as required, and and it is not expected to have a material impact on Peoples' results of operations.
January, ASU 2017-04 - Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This ASU is to simplify how an entity is required to test goodwill for impairment by eliminating the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge. This accounting guidance will be effective for interim and annual reporting periods beginning after December 15, 2019 (effective January 1, 2020 for Peoples). Peoples will adopt this new accounting guidance as required, and it is not expected to have a material impact on Peoples' results of operations.
January, ASU 2017-01 - Business Combinations (Topic 805): Clarifying the Definition of a Business. This ASU is to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting, including acquisitions, disposals, goodwill and consideration. In a separate ASU (Phase 2 of the project) that is expected to be issued shortly after this ASU, the FASB provides clarifying guidance for partial sales or transfers of assets within the scope of Subtopic 610-20 and the corresponding accounting for retained interest, and this will be effective for interim and annual reporting periods beginning after December 15, 2017 (effective January 1, 2018 for Peoples). Peoples will adopt this new accounting guidance as required, and it is not expected to have a material impact on Peoples' results of operations.
May, ASU 2014-09 - Revenue from Contracts with Customers (Topic 606). There are many aspects of this new accounting guidance that are still being interpreted and the FASB has issued updates to certain aspects of the guidance to address implementation issues. The FASB issued updates in March, April, May and December of 2016 clarifying several areas of the guidance. These clarifications included:
Principal versus agent considerations,
Collectibility, sales tax and non-cash consideration, practical expedients for contract modifications and
completed contracts,
Identification of performance obligations, and
Licensing implementation guidance.
This accounting guidance can be implemented using either a full retrospective method or a modified retrospective approach. This accounting guidance will be effective for interim and annual reporting periods beginning after December 15, 2017 (effective January 1, 2018 for Peoples). Early adoption is permitted but only for interim and annual reporting periods beginning after December 15, 2016. Peoples will adopt this new accounting guidance in 2018, as required, and anticipates implementing the new accounting guidance using the modified retrospective approach. The modified retrospective approach uses a cumulative-effect adjustment to retained earnings to reflect uncompleted contracts in the initial application of the guidance. Peoples is currently evaluating revenue streams and contracts to determine the impact of the new accounting guidance. Based on Peoples’ evaluation to date, it does not expect the adoption of this accounting guidance to have a significant impact on Peoples’ financial condition or quarterly or annual results of operations; however, the review is ongoing. Peoples will continue to evaluate the impact of this accounting guidance, including any additional guidance issued, during the completion of this internal assessment.
June, ASU 2016-13 - Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This accounting guidance replaces the current “incurred loss” model for recognizing credit losses with an “expected loss” model referred to as the Current Expected Credit Loss (“CECL”) model. Under the CECL model, Peoples will be required to present certain financial assets carried at amortized cost, such as loans held-for-investment and held-to-maturity debt securities, at the net amount expected to be collected.
    The measurement of expected credit losses is to be based on information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. This measurement will take place at the time the financial asset is first added to the balance sheet and periodically thereafter. This differs significantly from the “incurred loss” model required under current US GAAP, which delays recognition until it is probable a loss has been incurred. Accordingly, Peoples expects that the adoption of the CECL model will materially affect how the allowance for loan losses is determined and could require significant increases to the allowance for loan losses. Moreover, the CECL model may create more volatility in the level of Peoples' allowance for loan losses. If required to materially increase the level of allowance for loan losses for any reason, such increase could adversely affect Peoples' business, financial condition and results of operations.
The new CECL standard will become effective for interim and annual reporting periods beginning after December 15, 2019 (effective January 1, 2020 for Peoples). Peoples is currently evaluating the impact that the CECL model will have on Peoples' financial statements and expects to recognize a one-time cumulative-effect adjustment to the provision as of the beginning of the first reporting period in which the new standard is effective, consistent with regulatory expectations set forth in interagency


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guidance issued at the end of 2016. Peoples has not yet determine the magnitude of any such one-time cumulative adjustment or of the overall impact of the new standard on Peoples' financial condition or results of operations.
March, ASU 2016-09 - Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The amendment in this ASU requires all excess income tax benefits or tax deficiencies of stock awards to be recognized in the income statement when the awards vest or are settled. It also will allow an employer to repurchase more of an employee’s shares than it can today for tax withholding purposes without triggering liability accounting and to make a policy election to account for forfeitures as they occur. Peoples adopted this pronouncement as of January 1, 2017, and will continue using an estimated forfeiture rate. In the first quarter of 2017, Peoples recorded a tax benefit of $104,000 associated with the adoption of this amendment for the tax benefit of awards that settled or vested in the quarter.
January, 2016 ASU 2016-01 - Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The amendment in this ASU is intended to enhance the reporting model for financial instruments to provide users of financial statements with more useful information. The amendment 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, 2017 (effective January 1, 2018 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.
Note 2.  Fair Value of Financial Instruments 

Available-for-sale securities measured at fair value on a recurring basis were comprised of 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
March 31, 2017
 
 
 
 
Obligations of:
 
 
 
 
States and political subdivisions
$
114,712

$

$
114,712

$

Residential mortgage-backed securities
640,299


640,299


Commercial mortgage-backed securities
16,424


16,424


Bank-issued trust preferred securities
4,964


4,964


Equity securities
10,562

10,339

223


Total available-for-sale securities
$
786,961

$
10,339

$
776,622

$

December 31, 2016
 
 
 
 
Obligations of:
 
 
 
 
U.S. government sponsored agencies
$
1,000

$

$
1,000

$

States and political subdivisions
117,230


117,230


Residential mortgage-backed securities
626,567


626,567


Commercial mortgage-backed securities
19,291


19,291


Bank-issued trust preferred securities
4,899


4,899


Equity securities
8,953

8,734

219


Total available-for-sale securities
$
777,940

$
8,734

$
769,206

$



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Held-to-maturity securities reported at fair value were comprised of 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)
March 31, 2017
 
 
 
 
Obligations of:
 
 
 
 
States and political subdivisions
$
4,049

$

$
4,049

$

Residential mortgage-backed securities
34,754


34,754


Commercial mortgage-backed securities
5,343


5,343


Total held-to-maturity securities
$
44,146

$

$
44,146

$

December 31, 2016
 
 
 
 
Obligations of:
 
 
 
 
States and political subdivisions
$
4,041

$

$
4,041

$

Residential mortgage-backed securities
33,762


33,762


Commercial mortgage-backed securities
5,424


5,424


Total held-to-maturity securities
$
43,227

$

$
43,227

$

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.
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 March 31, 2017, impaired loans with an aggregate outstanding principal balance of $37.0 million were measured and reported at a fair value of $30.8 million.  For the three months ended March 31, 2017, Peoples recognized $163,000 of gains on impaired loans, through the allowance for loan losses, due to several loans paying off during the first quarter 2017.


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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:
 
 
March 31, 2017
 
December 31, 2016
(Dollars in thousands)
Carrying Amount
Fair Value
 
Carrying Amount
Fair Value
Financial assets:
 
 
 
 
 
Cash and cash equivalents
$
64,315

$
64,315

 
$
66,146

$
66,146

Investment securities
869,354

869,478

 
859,455

859,538

Loans (1)
2,232,876

2,183,426

 
2,210,529

2,152,544

Financial liabilities:
 
 
 
 
 
Deposits
$
2,702,165

$
2,704,590

 
$
2,509,722

$
2,512,647

Short-term borrowings
105,752

105,745

 
305,607

305,607

Long-term borrowings
174,506

174,207

 
145,155

145,106

Cash flow hedges (2)
1,646

1,646

 
1,779

1,779

(1) Includes loans held for sale
(2) For additional information, see Note 9. 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: 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). 
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.



11

Table of Contents

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
March 31, 2017
 
 
 
 
Obligations of:
 
 
 
 
States and political subdivisions
$
112,774

$
2,121

$
(183
)
$
114,712

Residential mortgage-backed securities
646,503

3,840

(10,044
)
640,299

Commercial mortgage-backed securities
16,511

33

(120
)
16,424

Bank-issued trust preferred securities
5,176

87

(299
)
4,964

Equity securities
1,983

8,645

(66
)
10,562

Total available-for-sale securities
$
782,947

$
14,726

$
(10,712
)
$
786,961

December 31, 2016
 
 
 
 
Obligations of:
 
 
 
 
U.S. government sponsored agencies
$
1,000

$

$

$
1,000

States and political subdivisions
115,657

1,836

(263
)
117,230

Residential mortgage-backed securities
633,802

3,758

(10,993
)
626,567

Commercial mortgage-backed securities
19,337

41

(87
)
19,291

Bank-issued trust preferred securities
5,169

91

(361
)
4,899

Equity securities
2,052

6,969

(68
)
8,953

Total available-for-sale securities
$
777,017

$
12,695

$
(11,772
)
$
777,940

Peoples' investment in equity securities was comprised largely of common stocks issued by various unrelated bank holding companies at both March 31, 2017 and December 31, 2016.  At March 31, 2017, there were no securities of a single issuer that exceeded 10% of stockholders' equity.


12

Table of Contents

The gross gains and gross losses realized by Peoples from sales of available-for-sale securities for the periods ended March 31 were as follows:
 
 
Three Months Ended
 
March 31,
(Dollars in thousands)
2017
2016
Gross gains realized
$
340

$
96

Gross losses realized


Net gain realized
$
340

$
96

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.
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
March 31, 2017
 
 
 
 
 
 
 
 
 
 
Obligations of:
 
 
 
 
 
 
 
 
 
 
States and political subdivisions
$
9,795

$
183

11

 
$

$


 
$
9,795

$
183

Residential mortgage-backed securities
434,098

$
7,728

110

 
42,922

$
2,316

23

 
477,020

10,044

Commercial mortgage-backed securities
13,158

120

5

 



 
13,158

120

Bank-issued trust preferred securities



 
2,699

299

3

 
2,699

299

Equity securities
252

1

1

 
112

65

1

 
364

66

Total
$
457,303

$
8,032

127

 
$
45,733

$
2,680

27

 
$
503,036

$
10,712

December 31, 2016
 
 
 
 
 
 
 
 
 
 
Obligations of:
 
 
 
 
 
 
 
 
 
 
States and political subdivisions
$
23,501

$
263

28

 
$

$


 
$
23,501

$
263

Residential mortgage-backed securities
427,088

8,495

108

 
46,631

2,498

22

 
473,719

10,993

Commercial mortgage-backed securities
7,770

87

4

 



 
7,770

87

Bank-issued trust preferred securities



 
2,637

361

3

 
2,637

361

Equity securities
263

3

1

 
110

65

1

 
373

68

Total
$
458,622

$
8,848

141

 
$
49,378

$
2,924

26

 
$
508,000

$
11,772

Management systematically evaluates available-for-sale investment securities for other-than-temporary declines in fair value on a quarterly basis.  At March 31, 2017, 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 March 31, 2017 and December 31, 2016 were largely attributable to changes in market interest rates and spreads since the securities were purchased.
At March 31, 2017, approximately 97% of the mortgage-backed securities with a market value that had been at an unrealized loss position for twelve months or more were issued by U.S. government sponsored agencies. The remaining 3%, or four positions, consisted of privately issued mortgage-backed securities with all of the underlying mortgages originated prior to 2004. Two of the four positions had a fair value of less than 90% of their book value, with an aggregate book and fair value of $0.7 million and $0.4 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.


13

Table of Contents

Furthermore, the unrealized losses with respect to the three bank-issued trust preferred securities that had been in an unrealized loss position for twelve months or more at March 31, 2017 were primarily attributable to the floating-rate nature of those investments, the current interest rate environment and spreads within that sector.
The table below presents the amortized cost, fair value and total weighted-average yield of available-for-sale securities by contractual maturity at March 31, 2017.  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
$
675

$
14,635

$
29,497

$
67,967

$
112,774

Residential mortgage-backed securities
14

18,719

38,758

589,012

646,503

Commercial mortgage-backed securities

3,235

11,613

1,663

16,511

Bank-issued trust preferred securities


2,178

2,998

5,176

Equity securities
 
 
 
 
1,983

Total available-for-sale securities
$
689

$
36,589

$
82,046

$
661,640

$
782,947

Fair value
 
 
 
 
 
Obligations of:
 
 
 
 
 
States and political subdivisions
$
681

$
14,783

$
30,015

$
69,233

$
114,712

Residential mortgage-backed securities
14

18,493

38,858

582,934

640,299

Commercial mortgage-backed securities

3,269

11,507

1,648

16,424

Bank-issued trust preferred securities


2,266

2,698

4,964

Equity securities
 
 
 
 
10,562

Total available-for-sale securities
$
695

$
36,545

$
82,646

$
656,513

$
786,961

Total weighted-average yield
5.37
%
2.83
%
3.06
%
2.64
%
2.71
%
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
March 31, 2017
 
 
 
 
Obligations of:
 
 
 
 
States and political subdivisions
$
3,818

$
231

$

$
4,049

Residential mortgage-backed securities
34,812

446

(504
)
34,754

Commercial mortgage-backed securities
5,392


(49
)
5,343

Total held-to-maturity securities
$
44,022

$
677

$
(553
)
$
44,146

December 31, 2016
 
 
 
 
Obligations of:
 
 
 
 
States and political subdivisions
$
3,820

$
221

$

$
4,041

Residential mortgage-backed securities
33,858

432

(528
)
33,762

Commercial mortgage-backed securities
5,466


(42
)
5,424

Total held-to-maturity securities
$
43,144

$
653

$
(570
)
$
43,227

There were no gross gains or gross losses realized by Peoples from sales of held-to-maturity securities for the three months ended March 31, 2017 and 2016.


14

Table of Contents

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
March 31, 2017
 
 
 
 
 
 
 
 
 
 
Residential mortgage-backed securities
$
12,878

$
449

3

 
$
951

$
55

1

 
$
13,829

$
504

Commercial mortgage-backed securities
5,343

49

1

 



 
5,343

49

Total
$
18,221

$
498

4

 
$
951

$
55

1

 
$
19,172

$
553

December 31, 2016
 
 
 
 
 
 
 
 
 
 
Residential mortgage-backed securities
$
12,139

$
476

3

 
$
963

$
52

1

 
$
13,102

$
528

Commercial mortgage-backed securities
5,424

42

1

 



 
5,424

42

Total
$
17,563

$
518

4

 
$
963

$
52

1

 
$
18,526

$
570

The table below presents the amortized cost, fair value and total weighted-average yield of held-to-maturity securities by contractual maturity at March 31, 2017.  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
$

$
317

$
2,979

$
522

$
3,818

Residential mortgage-backed securities


5,912

28,900

34,812

Commercial mortgage-backed securities



5,392

5,392

Total held-to-maturity securities
$

$
317

$
8,891

$
34,814

$
44,022

Fair value
 
 
 
 
 
Obligations of:
 
 
 
 
 
States and political subdivisions
$

$
322

$
3,174

$
553

$
4,049

Residential mortgage-backed securities


5,943

28,811

34,754

Commercial mortgage-backed securities



5,343

5,343

Total held-to-maturity securities
$

$
322

$
9,117

$
34,707

$
44,146

Total weighted-average yield
%
3.14
%
2.33
%
2.93
%
2.81
%
Other Securities
Peoples' other investment securities on the Unaudited Consolidated Balance Sheet consist 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 $565.3 million and $517.9 million at March 31, 2017 and December 31, 2016, respectively, and held-to-maturity investment securities with carrying values of $19.8 million and $20.0 million at March 31, 2017 and December 31, 2016, 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 $8.8 million and $9.2 million at March 31, 2017 and December 31, 2016, respectively, and held-to-maturity securities with carrying values of $21.9 million and $22.2 million at March 31, 2017 and December 31, 2016, respectively, to secure additional borrowing capacity at the FHLB and the FRB.


15

Table of Contents

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)
March 31,
2017
December 31, 2016
Originated loans:
 
 
Commercial real estate, construction
$
93,886

$
84,626

Commercial real estate, other
535,474

531,557

    Commercial real estate
629,360

616,183

Commercial and industrial
384,548

378,131

Residential real estate
308,153

307,490

Home equity lines of credit
85,512

85,617

Consumer, indirect
283,106

252,024

Consumer, other
66,283

67,579

   Consumer
349,389

319,603

Deposit account overdrafts
721

1,080

Total originated loans
$
1,757,683

$
1,708,104

Acquired loans:
 
 
Commercial real estate, construction
$
9,431

$
10,100

Commercial real estate, other
194,581

204,466

    Commercial real estate
204,012

214,566

Commercial and industrial
44,189

44,208

Residential real estate
216,059

228,435

Home equity lines of credit
24,516

25,875

Consumer, indirect
656

808

Consumer, other
2,387

2,940

   Consumer
3,043

3,748

Total acquired loans
$
491,819

$
516,832

Loans, net of deferred fees and costs
$
2,249,502

$
2,224,936

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)
March 31,
2017
December 31,
2016
Commercial real estate, other
$
9,949

$
11,476

Commercial and industrial
1,506

1,573

Residential real estate
21,945

23,306

Consumer
59

76

Total outstanding balance
$
33,459

$
36,431

Net carrying amount
$
23,955

$
26,524



16

Table of Contents

Changes in the accretable yield for purchased credit impaired loans for the three months ended March 31, 2017 were as follows:
(Dollars in thousands)
Accretable Yield
Balance, December 31, 2016
$
7,132

Accretion
(461
)
Balance, March 31, 2017
$
6,671

Cash flows expected to be collected on acquired purchased credit impaired loans are estimated 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 the 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 $503.2 million and $542.5 million at March 31, 2017 and December 31, 2016, respectively. Peoples also pledges commercial loans to secure borrowings with the FRB. The outstanding balances of these loans totaled $140.3 million and $152.0 million at March 31, 2017 and December 31, 2016, 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.
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)
March 31,
2017
December 31,
2016
 
March 31,
2017
December 31,
2016
Originated loans:
 
 
 
 
 
Commercial real estate, construction
$
819

$
826

 
$

$

Commercial real estate, other
8,137

9,934

 


    Commercial real estate
8,956

10,760

 


Commercial and industrial
1,251

1,712

 
848


Residential real estate
3,380

3,778

 
142

183

Home equity lines of credit
310

383

 
76


Consumer, indirect
211

130

 
61

10

Consumer, other
2

11

 


    Consumer
213

141

 
61

10

Total originated loans
$
14,110

$
16,774

 
$
1,127

$
193

Acquired loans:
 
 
 
 
 
Commercial real estate, other
$
1,314

$
1,609

 
$
456

$
1,506

Commercial and industrial
298

390

 
510

387

Residential real estate
2,338

2,317

 
878

1,672

Home equity lines of credit
230

231

 
35


Consumer, indirect


 

13

Consumer, other
3

4

 


    Consumer
3

4

 

13

Total acquired loans
$
4,183

$
4,551

 
$
1,879

$
3,578

Total loans
$
18,293

$
21,325

 
$
3,006

$
3,771



17

Table of Contents

During the first quarter of 2017, Peoples' nonaccrual loans and loans 90+ days past due and accruing declined largely due to several payoffs on larger relationships during the quarter.
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
 
March 31, 2017
 
 
 
 
 
 
 
Originated loans:
 
 
 
 
 
 
 
Commercial real estate, construction
$

$

$
819

$
819

 
$
93,067

$
93,886

Commercial real estate, other
1,958

81

7,495

9,534

 
525,940

535,474

    Commercial real estate
1,958

81

8,314

10,353

 
619,007

629,360

Commercial and industrial
560

113

2,049

2,722

 
381,826

384,548

Residential real estate
4,285

797

1,051

6,133

 
302,020

308,153

Home equity lines of credit
198

31

158

387

 
85,125

85,512

Consumer, indirect
1,107

344

193

1,644

 
281,462

283,106

Consumer, other
339

44


383

 
65,900

66,283

    Consumer
1,446

388

193

2,027

 
347,362

349,389

Deposit account overdrafts




 
721

721

Total originated loans
$
8,447

$
1,410

$
11,765

$
21,622

 
$
1,736,061

$
1,757,683

Acquired loans:
 
 
 
 
 
 
 
Commercial real estate, construction
$

$

$

$

 
$
9,431

$
9,431

Commercial real estate, other
380

89

894

1,363

 
193,218

194,581

    Commercial real estate
380

89

894

1,363

 
202,649

204,012

Commercial and industrial
251

79

709

1,039

 
43,150

44,189

Residential real estate
4,322

970

2,116

7,408

 
208,651

216,059

Home equity lines of credit
64

101

212

377

 
24,139

24,516

Consumer, indirect




 
656

656

Consumer, other
47

1


48

 
2,339

2,387

    Consumer
47

1


48


2,995

3,043

Total acquired loans
$
5,064

$
1,240

$
3,931

$
10,235

 
$
481,584

$
491,819

Total loans
$
13,511

$
2,650

$
15,696

$
31,857

 
$
2,217,645

$
2,249,502



18

Table of Contents

 
Loans Past Due
 
Current
Loans
Total
Loans
(Dollars in thousands)
30 - 59 days
60 - 89 days
90 + Days
Total
 
December 31, 2016
 
 
 
 
 
 
 
Originated loans:
 
 
 
 
 
 
 
Commercial real estate, construction
$

$

$
826

$
826

 
$
83,800

$
84,626

Commercial real estate, other
1,420

225

9,305

10,950

 
520,607

531,557

    Commercial real estate
1,420

225

10,131

11,776

 
604,407

616,183

Commercial and industrial
1,305

700

1,465

3,470

 
374,661

378,131

Residential real estate
7,288

1,019

1,895

10,202

 
297,288

307,490

Home equity lines of credit
316

45

248

609

 
85,008

85,617

Consumer, indirect
2,080

273

77

2,430

 
249,594

252,024

Consumer, other
346

38


384

 
67,195

67,579

    Consumer
2,426

311

77

2,814


316,789

319,603

Deposit account overdrafts




 
1,080

1,080

Total originated loans
$
12,755

$
2,300

$
13,816

$
28,871

 
$
1,679,233

$
1,708,104

Acquired loans:
 
 
 
 
 
 
 
Commercial real estate, construction
$

$

$
40

$
40

 
$
10,060

$
10,100

Commercial real estate, other
1,220

208

2,271

3,699

 
200,767

204,466

    Commercial real estate
1,220

208

2,311

3,739

 
210,827

214,566

Commercial and industrial
148

3

777

928

 
43,280

44,208

Residential real estate
5,918

2,496

2,974

11,388

 
217,047

228,435

Home equity lines of credit
208

65

178

451

 
25,424

25,875

Consumer, indirect
4



4

 
804

808

Consumer, other
51


13

64

 
2,876

2,940

    Consumer
55


13

68

 
3,680

3,748

Total acquired loans
$
7,549

$
2,772

$
6,253

$
16,574

 
$
500,258

$
516,832

Total loans
$
20,304

$
5,072

$
20,069

$
45,445

 
$
2,179,491

$
2,224,936

During the first quarter of 2017, Peoples' delinquency trends improved compared to December 31, 2016, as total loans past due declined in both the originated and acquired loan portfolios.
Credit Quality Indicators
As discussed in Note 1 of the Notes to the Consolidated Financial Statements included in Peoples' 2016 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.” 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 a 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 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


19

Table of Contents

certain important and reasonably specific factors that may work to the advantage and strengthening of the exposure, classification of the loan as an estimated loss is deferred until its more exact status may be determined.
“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 a 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 loans within 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)
March 31, 2017
 
 
 
 
 
 
Originated loans:
 
 
 
 
 
 
Commercial real estate, construction
$
84,061

$
8,489

$
819

$

$
517

$
93,886

Commercial real estate, other
509,865

11,725

13,884



535,474

    Commercial real estate
593,926

20,214

14,703


517

629,360

Commercial and industrial
356,912

10,600

16,999


37

384,548

Residential real estate
19,641

916

11,802

600

275,194

308,153

Home equity lines of credit
555




84,957

85,512

Consumer, indirect
68

12



283,026

283,106

Consumer, other
51




66,232

66,283

   Consumer
119

12



349,258

349,389

Deposit account overdrafts




721

721

Total originated loans
$
971,153

$
31,742

$
43,504

$
600

$
710,684

$
1,757,683

Acquired loans:
 
 
 
 
 
 
Commercial real estate, construction
$
9,377

$

$
53

$

$
1

$
9,431

Commercial real estate, other
172,698

12,155

9,727


1

194,581

    Commercial real estate
182,075

12,155

9,780


2

204,012

Commercial and industrial
42,749

257

1,183



44,189

Residential real estate
14,854

627

1,436


199,142

216,059

Home equity lines of credit
144




24,372

24,516

Consumer, indirect
44




612

656

Consumer, other
48




2,339

2,387

   Consumer
92




2,951

3,043

Total acquired loans
$
239,914

$
13,039

$
12,399

$

$
226,467

$
491,819

Total loans
$
1,211,067

$
44,781

$
55,903

$
600

$
937,151

$
2,249,502



20

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, 2016
 
 
 
 
 
 
Originated loans:
 
 
 
 
 
 
Commercial real estate, construction
$
73,423

$

$
826

$

$
10,377

$
84,626

Commercial real estate, other
505,029

11,855

14,673



531,557

    Commercial real estate
578,452

11,855

15,499


10,377

616,183

Commercial and industrial
346,791

15,210

16,130



378,131

Residential real estate
47,336

957

12,828

304

246,065

307,490

Home equity lines of credit
465


135


85,017

85,617

Consumer, indirect
15

13



251,996

252,024

Consumer, other
50




67,529

67,579

   Consumer
65

13



319,525

319,603

Deposit account overdrafts




1,080

1,080

Total originated loans
$
973,109

$
28,035

$
44,592

$
304

$
662,064

$
1,708,104

Acquired loans:
 
 
 
 
 
 
Commercial real estate, construction
$
10,046

$

$
54

$

$

$
10,100

Commercial real estate, other
181,781

12,475

10,210



204,466

    Commercial real estate
191,827

12,475

10,264



214,566

Commercial and industrial
42,809

227

978

194


44,208

Residential real estate
17,170

709

1,404


209,152

228,435

Home equity lines of credit
202




25,673

25,875

Consumer, indirect
51




757

808

Consumer, other
53




2,887

2,940

   Consumer
104




3,644

3,748

Total acquired loans
$
252,112

$
13,411

$
12,646

$
194

$
238,469

$
516,832

Total loans
$
1,225,221

$
41,446

$
57,238

$
498

$
900,533

$
2,224,936

In the first quarter of 2017, Peoples' classified loans, which are loans categorized as substandard or doubtful, declined compared to December 31, 2016, mostly due to loan payoffs.


21

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)
March 31, 2017
 
 
 
 
 
 
 
Commercial real estate, construction
$
916

$

$
859

$
859

$

$
863

$
2

Commercial real estate, other
18,437

5,288

11,881

17,169

462

17,258

315

    Commercial real estate
19,353

5,288

12,740

18,028

462

18,121

317

Commercial and industrial
7,077

2,587

910

3,497

449

3,009

33

Residential real estate
27,349

592

25,498

26,090

139

26,032

575

Home equity lines of credit
1,784

67

1,712

1,779

16

1,339

40

Consumer, indirect
234

68

166

234

24

206

4

Consumer, other
125

2

121

123

2

111

3

    Consumer
359

70

287

357

26

317

7

Total
$
55,922

$
8,604

$
41,147

$
49,751

$
1,092

$
48,818

$
972

December 31, 2016
 
 
 
 
 
 
 
Commercial real estate, construction
$
894

$

$
866

$
866

$

$
913

$
3

Commercial real estate, other
20,029

7,474

12,227

19,701

803

18,710

700

    Commercial real estate
20,923

7,474

13,093

20,567

803

19,623

703

Commercial and industrial
7,289

2,732

1,003

3,735

585

3,386

125

Residential real estate
27,703

138

27,393

27,531

24

27,455

1,419

Home equity lines of credit
908


908

908


717

44

Consumer, indirect
220


224

224


136

16

Consumer, other
130


130

130


138

13

    Consumer
350


354

354


274

29

Total
$
57,173

$
10,344

$
42,751

$
53,095

$
1,412

$
51,455

$
2,320

At March 31, 2017, 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.



22

Table of Contents

The following table summarizes the loans that were modified as a TDR during the three months ended March 31:
 
 
Three Months Ended
 
 
Recorded Investment (1)
(Dollars in thousands)
Number of Contracts
Pre-Modification
Post-Modification
Remaining Recorded Investment
March 31, 2017
 
 
 
Originated loans:
 
 
 
Residential real estate
2

$
105

$
105

$
105

Home equity lines of credit
3

226

226

225

Consumer, indirect
4

80

80

80

Consumer, other
2

9

9

9

   Consumer
6

89

89

89

Total originated loans
11

$
420

$
420

$
419

Acquired loans:
 
 
 
Commercial real estate, other
2

$
271

$
271

$
271

Residential real estate
2

126

126

126

Home equity lines of credit
4

294

294

326

Consumer, other
1

9

9

9

Total acquired loans
9

$
700

$
700

$
732

March 31, 2016
 
 
 
Originated loans:
 
 
 
Commercial and industrial
4

$
701

$
701

$
703

Residential real estate
2

83

83

83

Consumer, other
5

46

46

46

Total originated loans
11

$
830

$
830

$
832

Acquired loans:
 
 
 
Residential real estate
6

$
399

$
401

$
400

Home equity lines of credit
1

12

12

12

Consumer, other
2

4

4

4

Total acquired loans
9

$
415

$
417

$
416

(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.
 



23

Table of Contents

The following table presents those loans for the three months ended March 31 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:
 
March 31, 2017
 
March 31, 2016
(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:
 
 
 
 
 
 
 
Residential real estate
1

73


 



Total
1

73


 

$

$

(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 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 three months ended March 31 were as follows:
(Dollars in thousands)
Commercial Real Estate
Commercial and Industrial
Residential Real Estate
Home Equity Lines of Credit
Consumer Indirect
Consumer Other
Deposit Account Overdrafts
Total
Balance, January 1, 2017
$
7,172

$
6,353

$
982

$
688

$
2,312

$
518

$
171

$
18,196

Charge-offs

(117
)
(108
)
(3
)
(483
)
(40
)
(349
)
(1,100
)
Recoveries
102


89

3

206

50

65

515

Net recoveries (charge-offs)
102

(117
)
(19
)

(277
)
10

(284
)
(585
)
(Recovery of) provision for loan losses
(208
)
298

182

(13
)
374

(90
)
224

767

Balance, March 31, 2017
$
7,066

$
6,534

$
1,145

$
675

$
2,409

$
438

$
111

$
18,378

 
 
 
 
 
 
 
 
 
Period-end amount allocated to:
 
 
 
 
 
 
 
Loans individually evaluated for impairment
$
462

$
449

$
139

$
16

24

$
2

$

$
1,092

Loans collectively evaluated for impairment
6,604

6,085

1,006

659

2,385

436

111

17,286

Ending balance
$
7,066

$
6,534

$
1,145

$
675

$
2,409

$
438

$
111

$
18,378

 
 
 
 
 
 
 
 
 
Balance, January 1, 2016
$
7,076

$
5,382

$
1,257

$
732

$
1,934

$
37

$
121

$
16,539

Charge-offs

(1,012
)
(150
)
(10
)
(507
)
(115
)
(163
)
(1,957
)
Recoveries
1,164


29

7

182

78

70

1,530

Net recoveries (charge-offs)
1,164

(1,012
)
(121
)
(3
)
(325
)
(37
)
(93
)
(427
)
(Recovery of) provision for loan losses
(748
)
925

122

4

(2
)
549

97

947

Balance, March 31, 2016
$
7,492

$
5,295

$
1,258

$
733

$
1,607

$
549

$
125

$
17,059

 
 
 
 
 
 
 
 
 
Period-end amount allocated to:
 
 
 
 
 
 
 
Loans individually evaluated for impairment
$
1,294

$
453

$
103

$


$

$

$
1,850

Loans collectively evaluated for impairment
6,198

4,842

1,155

733

1,607

549

125

15,209

Ending balance
$
7,492

$
5,295

$
1,258

$
733

$
1,607

$
549

$
125

$
17,059

The allowance for loan losses at March 31, 2017 was relatively flat compared to December 31, 2016, as loan growth during the quarter was offset by the improvements in nonperforming loans.



24

Table of Contents

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. During the first quarter of 2017, Peoples recorded a recovery of loan losses that was related to an acquired purchased credit impaired loan that was paid off during the quarter.
The following table presents activity in the allowance for loan losses for acquired loans for the three months ended March 31:
 
Three Months Ended
(Dollars in thousands)
March 31, 2017
March 31, 2016
Purchased credit impaired loans:
 
 
Balance, beginning of period
$
233

$
240

Charge-offs

(46
)
Recoveries


Net charge-offs

(46
)
(Recovery of) provision for loan losses
(143
)
8

Balance, March 31
$
90

$
202


Note 5. Long-Term Borrowings

The following table summarizes Peoples' long-term borrowings:
 
March 31, 2017
December 31, 2016
(Dollars in thousands)
Balance
Weighted-
Average
Rate
Balance
Weighted-
Average
Rate
FHLB putable, non-amortizing, fixed-rate advances
$
100,000

2.16
%
$
70,000

2.49
%
Callable national market repurchase agreements
40,000

3.63
%
40,000

3.63
%
FHLB amortizing, fixed-rate advances
27,581

2.01
%
28,282

2.01
%
Junior subordinated debt securities
6,970

2.60
%
6,924

2.45
%
Unamortized debt issuance costs
(45
)
%
(51
)
%
Total long-term borrowings
$
174,506

2.49
%
$
145,155

2.71
%
The putable, non-amortizing, fixed-rate FHLB advances have original maturities ranging from two to twenty years that may be repaid prior to maturity, subject to termination fees. The FHLB has the option, solely at its discretion, to terminate each advance 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.
Peoples' callable 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. The callable national market repurchase agreements contain call option features, in which the buyer has the right, at its discretion, to terminate the repurchase agreement after an initial period ranging from three months to five years. After the initial call period, the buyer has a one-time option to terminate the repurchase agreement. If the buyer exercises its option, Peoples would be required to repay the repurchase agreement in whole at the quarterly date. As of March 31, 2017, Peoples' callable national market repurchase agreements had no remaining call options. Peoples is required to make quarterly interest payments.


25

Table of Contents

Peoples continually evaluates the overall balance sheet position given the interest rate environment. During the first quarter of 2017, Peoples borrowed an additional $30.0 million of long-term FHLB non-amortizing advances, which had interest rates ranging from 1.20% to 1.46% and mature between 2018 and 2019.
The amortizing, fixed-rate FHLB advances have a fixed rate for the term of each advance, with maturities ranging from ten to twenty 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 has entered into interest rate swaps as part of its interest rate risk management strategy. These interest rate swaps were designated as cash flow hedges and involved the receipt of variable rate amounts from a counterparty in exchange for Peoples making fixed payments. As of March 31, 2017, Peoples had seven interest rate swaps with a notional value of $60.0 million associated with Peoples' cash outflows for various FHLB advances. The swaps become effective in 2018, roughly to coincide with the maturity of existing FHLB advances and their expected replacement dates.
Additional information regarding Peoples' interest rate swaps can be found in Note 9 of the Notes to the Unaudited Consolidated Financial Statements.
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 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; 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.


26

Table of Contents

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 12.50% as of the last day of any fiscal quarter;
(iii)
Peoples Bank must maintain a ratio of “Non-Performing Assets” to “Tangible Primary Capital” of not more than 20% as of the last day of any fiscal quarter;
(iv)
Peoples Bank must maintain a ratio of “Loan Loss Reserves” to “Non-Performing Loans” of not less than 70% at all times; and
(v)
Peoples (on a consolidated basis) must maintain a “Fixed Charge Coverage Ratio” that equals or exceeds 1.25 to 1.00 as of the end of each fiscal quarter, with the items used in this ratio being determined on a trailing four-fiscal quarter basis.
The aggregate minimum annual retirements of long-term borrowings in future periods are as follows:
(Dollars in thousands)
Balance
Weighted-Average Rate
Nine months ending December 31, 2017
$
4,894

1.72
%
Year ending December 31, 2018
74,971

3.23
%
Year ending December 31, 2019
33,508

1.38
%
Year ending December 31, 2020
10,564

2.03
%
Year ending December 31, 2021
6,979

1.47
%
Thereafter
43,590

2.43
%
Total long-term borrowings
$
174,506

2.49
%



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Note 6. Stockholders’ Equity 

The following table details the progression in Peoples’ common shares and treasury stock during the three months ended March 31, 2017:
 
 
Common Shares
Treasury
Stock
Shares at December 31, 2016
18,939,091

795,758

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

7,359

Cancellation of restricted common shares
(1,674
)
540

Grant of restricted common shares

(69,007
)
Grant of common shares

(266
)
Changes related to deferred compensation plan for Boards of Directors:
 
 
Purchase of treasury stock

1,781

Reissuance of treasury stock

(71
)
Common shares issued under dividend reinvestment plan
3,865


Common shares issued under compensation plan for Boards of Directors

(4,015
)
Common shares issued under employee stock purchase plan

(2,861
)
Shares at March 31, 2017
18,941,282

729,218

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 March 31, 2017, 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 three months ended March 31, 2017:
(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, 2016
$
581

$
(3,321
)
$
1,186

$
(1,554
)
Reclassification adjustments to net income:
 
 
 


  Realized gain on sale of securities, net of tax
(221
)


(221
)
Other comprehensive income (loss), net of reclassifications and tax
2,218

16

(67
)
2,167

Balance, March 31, 2017
$
2,578

$
(3,305
)
$
1,119

$
392


Note 7.  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


28

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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
 
March 31,
(Dollars in thousands)
2017
2016
Interest cost
$
113

$
110

Expected return on plan assets
(138
)
(100
)
Amortization of net loss
25


Net periodic cost
$

$
10

 
Postretirement Benefits
 
Three Months Ended
 
March 31,
(Dollars in thousands)
2017
2016
Interest cost
$
1

$
1

Amortization of net gain
(2
)
(1
)
Net periodic benefit
$
(1
)
$

 
 
 
 
 
There were no settlement charges recorded in the first quarter of 2017 or 2016 under the noncontributory defined benefit pension plan.
Note 8.  Earnings Per Common Share 

The calculations of basic and diluted earnings per common share were as follows:
 
Three Months Ended
 
March 31,
(Dollars in thousands, except per share data)
2017
2016
Distributed earnings allocated to common shareholders
$
3,604

$
2,740

Undistributed earnings allocated to common shareholders
5,162

5,255

Net earnings allocated to common shareholders
$
8,766

$
7,995

 
 
 
Weighted-average common shares outstanding
18,029,991

18,071,746

Effect of potentially dilutive common shares
162,966

123,244

Total weighted-average diluted common shares outstanding
18,192,957

18,194,990

 
 
 
Earnings per common share:
 
 
Basic
$
0.49

$
0.44

Diluted
$
0.48

$
0.44

 
 
 
Anti-dilutive shares excluded from calculation:
 
 
Restricted shares, stock options and stock appreciation rights
455

32,806



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Note 9.  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 financial 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 instruments was $5.1 million in an asset position and $3.5 million in a liability position at March 31, 2017, and there was $5.0 million in an asset position and $3.2 million in a liability position at December 31, 2016.
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 were designated as cash flow hedges and involved the receipt of variable rate amounts from a counterparty in exchange for Peoples making fixed payments. As of March 31, 2017, Peoples had seven interest rate swaps with a notional value of $60.0 million million associated with Peoples' cash outflows for various FHLB advances.
For derivatives designated as cash flow hedges, the effective portion of changes in the fair value of each 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 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 19 months (excluding forecasted transactions related to the payment of variable interest on existing financial instruments). Peoples entered into the seven interest rate swap contracts, described above, whereby Peoples will pay a fixed rate of interest for up to ten years while receiving a floating rate component of interest equal to the three-month LIBOR rate. The received floating rate component is intended to offset the rate on the rolling three-month FHLB advances that will be used to fund the transaction. 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 quarters ended March 31, 2017, and December 31, 2016, Peoples had no reclassifications to interest expense. During the next twelve months, Peoples estimates that no interest expense amount will be reclassified.
The amount of accumulated other comprehensive pre-tax income for Peoples' cash flow hedges was $1.7 million at March 31, 2017. There were no pre-tax net losses recorded for the three months ended March 31, 2017. Additionally, Peoples had no reclassifications to earnings in the three months ended March 31, 2017 or December 31, 2016.
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 $284.9 million and fair value of $3.4 million of equally offsetting assets and liabilities at March 31, 2017 and a notional value of $247.3 million and fair value of $3.2 million of equally offsetting assets and liabilities at December 31, 2016. These interest rate swaps did not have a material impact on Peoples' results of operation or financial condition.


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Note 10.  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. As of March 31, 2017, Peoples has no outstanding stock options; however, Peoples does have the right to grant stock options in the future.
 
 
 
 
 
 
 
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 three months ended March 31, 2017:
 
 
Number of Common Shares Subject to SARs
 
Weighted-
Average
Exercise
Price
 
Weighted-Average Remaining Contractual Life
 
Aggregate Intrinsic
 Value
Outstanding at January 1
 
2,338

 
$
27.37

 
 
 
 
Exercised
 
2,024

 
27.93

 
 
 
 
Outstanding at March 31
 
314

 
$
23.77

 
0.9 years
 
$
2,477

Exercisable at March 31
 
314

 
$
23.77

 
0.9 years
 
$
2,477

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 2017, Peoples granted an aggregate of 61,457 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. During the first quarter of 2017, Peoples granted, to certain key employees, an aggregate of 4,250 restricted common shares subject to time-based vesting with restrictions that will lapse three years after the grant date. Peoples also granted, to non-employee directors, an aggregate of 3,300 restricted common shares subject to time-based vesting with restrictions that will lapse six months after the grant date.


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The following table summarizes the changes to Peoples’ restricted common shares for the three months ended March 31, 2017:
 
Time-Based Vesting
 
Performance-Based Vesting
 
Number of Common Shares
Weighted-Average Grant Date Fair Value
 
Number of Common Shares
Weighted-Average Grant Date Fair Value
Outstanding at January 1
40,316

$
21.85

 
142,415

$
21.95

Awarded
7,550

31.36

 
61,457

32.42

Released


 
21,050

21.74

Forfeited
300

31.05

 
1,914

24.67

Outstanding at March 31
47,566

$
23.30

 
180,908

$
25.50

 
As of March 31, 2017 and March 31, 2016 the total intrinsic value for restricted common shares released was $0.7 million.
Stock-Based Compensation
Peoples recognizes 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
 
March 31,
(Dollars in thousands)
2017
2016
Total stock-based compensation expense
$
568

$
338

Recognized tax benefit
(199
)
(118
)
Net expense recognized
$
369

$
220

Total unrecognized stock-based compensation expense related to unvested awards was $2.6 million at March 31, 2017, which will be recognized over a weighted-average period of 2.1 years.


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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
 
March 31,
 
2017
2016
PER COMMON SHARE DATA
 
 
Earnings per common share – basic
$
0.49

$
0.44

Earnings per common share – diluted
0.48

0.44

Cash dividends declared per common share
0.20

0.15

Book value per common share (a)
24.25

23.60

Tangible book value per common share (a)(b)
$
16.28

$
15.39

Weighted-average number of common shares outstanding – basic
18,029,991

18,071,746

Weighted-average number of common shares outstanding – diluted
18,192,957

18,194,990

Common shares outstanding at end of period
18,270,508

18,157,932

Closing stock price at end of period
$
31.66

$
19.54

SIGNIFICANT RATIOS
 
 
Return on average stockholders' equity (c)
8.14
%
7.59
%
Return on average tangible stockholders' equity (c)(d)
12.95
%
12.70
%
Return on average assets (c)
1.04
%
0.98
%
Average stockholders' equity to average assets
12.74
%
12.94
%
Average loans to average deposits
86.51
%
81.43
%
Net interest margin (c)(e)
3.55
%
3.53
%
Efficiency ratio (f)
64.89
%
64.26
%
Pre-provision net revenue to total average assets (c)(g)
1.52
%
1.54
%
Dividend payout ratio
41.25
%
34.37
%
Investment securities as percentage of total assets (a)
25.13
%
26.87
%
ASSET QUALITY RATIOS
 
 
Nonperforming loans as a percent of total loans (a)(h)
0.95
%
0.97
%
Nonperforming assets as a percent of total assets (a)(h)
0.64
%
0.64
%
Nonperforming assets as a percent of total loans and other real estate owned ("OREO") (a)(h)
0.98
%
1.00
%
Criticized loans as a percent of total loans (a)(i)
4.50
%
5.67
%
Classified loans as a percent of total loans (a)(j)
2.51
%
2.73
%
Allowance for loan losses as a percent of originated loans, net of deferred fees and costs (a)
1.05
%
1.17
%
Allowance for loan losses as a percent of nonperforming loans (a)(h)
86.71
%
84.92
%
Provision for loan losses as a percent of average total loans
0.11
%
0.18
%
Net charge-offs as a percentage of average total loans (c)
0.11
%
0.09
%
CAPITAL RATIOS (a)
 

 
Common Equity Tier 1 (k)
13.05
%
13.10
%
Tier 1
13.34
%
13.41
%
Total (Tier 1 and Tier 2)
14.27
%
14.29
%
Tier 1 leverage
9.60
%
9.45
%
Tangible equity to tangible assets (b)
8.98
%
8.88
%
(a)
Data presented as of the end of the period indicated.
(b)
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”.
(c)
Ratios are presented on an annualized basis.


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(d)
These amounts represent non-GAAP financial measures since they exclude the after-tax impact of amortization of other intangible assets from earnings and exclude the balance sheet impact of goodwill and other intangible assets acquired through acquisitions on stockholders' equity. Additional information regarding the calculation of these non-GAAP financial measures can be found under the caption “Return on Average Tangible Stockholders' Equity Ratio”.
(e)
Information presented on a fully tax-equivalent basis.
(f)
Total non-interest expense (less amortization of other intangible assets) as a percentage of fully tax-equivalent net interest income plus total non-interest income (excluding all gains or losses). Additional information regarding the calculation of these non-GAAP financial measures can be found under the caption “Efficiency Ratio”.
(g)
These amounts represent non-GAAP financial measures since they exclude the provision for 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”.
(h)
Nonperforming loans include loans 90 days past due and accruing, renegotiated loans and nonaccrual loans. Nonperforming assets include nonperforming loans and other real estate owned.
(i)
Includes loans categorized as watch, substandard or doubtful.
(j)
Includes loans categorized as substandard or doubtful.
(k)
Peoples' capital conservation buffer was 6.27% at March 31, 2017 and 6.29% at March 31, 2016, compared to 2.50% for the fully phased-in capital conservation buffer required by January 1, 2019.

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 leverage the system upgrade (include the related core operating systems, data systems and products) without complications or difficulties that may otherwise result in the loss of customers, operational problems or one-time costs currently not anticipated to arise in connection with such upgrade;
(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 which may be unsuccessful, or may be more difficult, time-consuming or costly than expected;
(4)
Peoples may issue equity securities in connection with future acquisitions, which could cause ownership and economic dilution to Peoples' current shareholders;
(5)
local, regional, national and international economic conditions and the impact 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 which may increase significantly, including product and pricing pressures, changes to third-party relationships and revenues, and Peoples' ability to attract, develop and retain qualified professionals;
(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, loan demand 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)
uncertainty regarding the nature, timing and effect of legislative or regulatory changes or actions, promulgated and to be promulgated by governmental and regulatory agencies in the State of Ohio, the Federal Deposit Insurance Corporation, the Federal Reserve Board and the Consumer Financial Protection Bureau, which may subject Peoples, its subsidiaries, or one or more acquired companies to a variety of new


34

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and more stringent legal and regulatory requirements which adversely affect their respective businesses, including in particular the rules and regulations promulgated and to be promulgated under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, and the Basel III regulatory capital reform;
(11)
deterioration in the credit quality of Peoples' loan portfolio, which may adversely impact the provision for loan losses;
(12)
changes in accounting standards, policies, estimates or procedures which may adversely affect Peoples' reported financial condition or results of operations;
(13)
Peoples' assumptions and estimates used in applying critical accounting policies, which may prove unreliable, inaccurate or not predictive of actual results;
(14)
adverse changes in the conditions and trends in the financial markets, including political developments, which may adversely affect the fair value of securities within Peoples' investment portfolio, the interest rate sensitivity of Peoples' consolidated balance sheet, and the income generated by Peoples' trust and investment activities;
(15)
changes in law and policy accompanying the new presidential administration and uncertainty or speculation pending the enactment of such changes;
(16)
Peoples' ability to receive dividends from its subsidiaries;
(17)
Peoples' ability to maintain required capital levels and adequate sources of funding and liquidity;
(18)
the impact of minimum capital thresholds established as a part of the implementation of Basel III;
(19)
the impact of larger or similar sized financial institutions encountering problems, which may adversely affect the banking industry and/or Peoples' business generation and retention, funding and liquidity;
(20)
the costs and effects of regulatory and legal developments, including the outcome of potential regulatory or other governmental inquiries and legal proceedings and results of regulatory examinations;
(21)
Peoples' ability to secure confidential information through the use of computer systems and telecommunications networks, including those of Peoples' third-party vendors and other service providers, may prove inadequate, which could adversely affect customer confidence in Peoples and/or result in Peoples incurring a financial loss;
(22)
ability to anticipate and respond to technological changes which can impact Peoples' ability to respond to customer needs and meet competitive demands;
(23)
changes in consumer spending, borrowing and saving habits, whether due to changes in business and economic conditions, legislative or regulatory initiatives, or other factors, which may be different than anticipated;
(24)
the overall adequacy of Peoples' risk management program;
(25)
the impact on Peoples' businesses, as well as on the risks described above, of various domestic or international widespread natural or other disasters, pandemics, cyber attacks, military or terrorist activities or conflicts;
(26)
significant changes in the tax laws, which may adversely affect the fair values of deferred tax assets and obligations of states and political subdivisions held in Peoples' investment securities portfolio; and
(27)
other risk factors relating to the banking industry or Peoples as detailed from time to time in Peoples’ reports filed with the Securities and Exchange Commission (the "SEC",) including those risk factors included in the disclosures under the heading "ITEM 1A. RISK FACTORS" of Peoples’ Annual Report on Form 10-K for the fiscal year ended December 31, 2016 ("Peoples' 2016 Form 10-K").
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


35

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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’ 2016 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 76 financial service locations, including 67 full-service bank branches, and 75 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"), the Federal Reserve Bank of Cleveland and the Federal Deposit Insurance Corporation ("FDIC"). Peoples Bank is also subject to regulations of the Consumer Financial Protection Bureau (the "CFPB") which regulates consumer financial products and services and certain financial services providers. Peoples Insurance is subject to regulation by the Ohio Department of Insurance and the state insurance regulatory agencies of those states in which Peoples Insurance 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 plan and asset management services.  Brokerage services are offered by Peoples exclusively through an unaffiliated registered broker-dealer located at Peoples Bank's offices.
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 March 31, 2017, which were unchanged from the policies disclosed in Peoples’ 2016 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: 
On March 31, 2017, Peoples closed four full-service bank branches. The closures included two Ohio offices located in Belpre and Wilmington, and two West Virginia offices located in Huntington and Point Pleasant. Peoples continues to evaluate the branch structure in an effort to optimize efficiency.
On January 31, 2017, Peoples Insurance acquired a third-party insurance administration company with annual net revenue of $0.4 million located in Piketon, Ohio. The acquisition did not materially impact Peoples' financial position, results of operations or cash flows.
On January 27, 2017, Peoples entered into two $10.0 million forward starting interest rate swaps, which will become effective in 2018 and mature between 2025 and 2027, with interest rates ranging from 2.47% to 2.53%. For additional information regarding Peoples' interest rate swaps, refer to Note 9 Financial Instruments with Off-Balance Sheet Risk.
In the fourth quarter of 2016, Peoples converted its core banking system (including ancillary systems as well as hardware, operating system, application software and data center locations). The conversion resulted in a pre-tax combined revenue and expense impact of $1.3 million, or $0.05 in earnings per diluted share, for the full year. The costs recorded in the fourth quarter, third quarter and second quarter of 2016 were $700,000, $423,000 and $90,000, respectively. Deposit account service charges were impacted by the system conversion as Peoples granted waivers of $85,000 related to account services charges in the fourth quarter of 2016. The remainder of the $1.3 million


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recorded in the fourth quarter of 2016 was in various expense categories, primarily in other non-interest expense, professional fees, and salaries and employee benefit costs.
During the fourth quarter of 2016, Peoples entered into two $5.0 million forward starting interest rate swaps, which become effective in 2018 and mature in 2022 and 2026, with interest rates of 1.56% and 1.83%. For additional information regarding Peoples' interest rate swaps, refer to Note 9 Financial Instruments with Off-Balance Sheet Risk.
During the second quarter of 2016, Peoples executed the following transactions to take advantage of the low interest rates, which included:
Peoples restructured $20.0 million of FHLB borrowings that had a weighted-average rate of 2.97%, resulting in a $700,000 loss. Peoples replaced these borrowings with a long-term FHLB advance, which has an interest rate of 2.17% and matures in 2026.
Peoples borrowed an additional $35.0 million of long-term FHLB amortizing advances, which had interest rates ranging from 1.08% to 1.40%, and mature between 2019 and 2031.
Peoples entered into three $10.0 million forward starting interest rate swaps, which become effective in 2018 and mature between 2023 and 2025, with interest rates ranging from 1.49% to 1.56%. For additional information regarding Peoples' interest rate swaps, refer to Note 9 Financial Instruments with Off-Balance Sheet Risk.
On June 8, 2016, Peoples purchased an additional $35.0 million in bank owned life insurance ("BOLI"). The additional bank owned life insurance added $326,000 in non-interest income in the first quarter of 2017 compared to the first quarter of 2016.
On March 4, 2016, Peoples entered into a Credit Agreement (the "RBJ Credit Agreement") with Raymond James, which provides Peoples with a revolving line of credit in the maximum aggregate principal amount of $15 million, for the purpose of: (i) to the extent that any amounts remained then outstanding, paying off the $15 million revolving line of credit to Peoples pursuant to the U.S. Bank Loan Agreement; (ii) making acquisitions; (iii) making stock repurchases; (iv) working capital needs; and (v) other general corporate purposes. On March 4, 2016, Peoples paid upfront fees for the establishment of a revolving line of credit agreement of $70,600, representing 0.47% of the loan commitment under the RJB Credit Agreement.
Effective March 2, 2016, Peoples terminated the loan agreement with U.S. Bank National Association dated as of December 18, 2012, as amended (the "U.S. Bank Loan Agreement"). As of the termination date, Peoples had no outstanding borrowings under the U.S. Bank Loan Agreement. Peoples paid an immaterial non-usage fee in connection with the termination of the U.S. Bank Loan Agreement.
On January 6, 2016, Peoples Bank acquired a small financial advisory book of business in Marietta, Ohio for total cash consideration of $0.5 million, and recorded $0.5 million of customer relationship intangibles. The acquisition did not materially impact Peoples' financial position, results of operations or cash flows.
Peoples' net interest income and net interest margin are impacted by changes in market interest rates based upon actions taken by the Federal Reserve Board, either directly or through its Open Market Committee. These actions include changing its target Federal Funds Rate (the interest rate at which banks lend money to each other), Discount Rate (the interest rate charged to banks for money borrowed from 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.
The Federal Reserve raised the benchmark federal funds rate by 25 basis points in March 2017. Additional rate increases are widely anticipated in 2017. However, global developments might have dampened these expectations. Geopolitical tensions between the US and North Korea, ongoing instability in the Middle East, and the possibility of more European nations following Great Britain and exiting the European Union are all potentially significant situations that could negatively impact the market. Discouraging earnings reports and certain economic releases in the first quarter of 2017 could also cause the Federal Reserve to pause its effort to tighten monetary policy further in 2017. 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 of Financial Condition and Results of Operations.


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EXECUTIVE SUMMARY
Peoples recorded net income for the quarter ended March 31, 2017 of $8.8 million, or $0.48 per diluted common share, compared to $8.0 million, or $0.44 per diluted common share, for the first quarter of 2016 and net income of $7.4 million, or $0.41 per diluted common share, for the fourth quarter of 2016. The increase in net income compared to the first quarter of 2016 was related to higher net interest income and total non-interest income, offset partially by an increase in total non-interest expense. During the first quarter of 2017, Peoples recorded total revenue of $40.6 million compared to $38.9 million for the first quarter of 2016 and $38.8 million for the fourth quarter of 2016. Total non-interest expense during the first quarter of 2017 was $27.3 million compared to $26.3 million for the first quarter of 2016 and $27.3 million for the fourth quarter of 2016. The efficiency ratio was 64.89% for the first quarter of 2017 compared to 64.26% for the first quarter of 2016 and 66.87% for the fourth quarter of 2016.
Net interest income was $26.9 million in the first quarter of 2017, a 5% increase compared to $25.8 million for the first quarter of 2016, and a 1% increase compared to $26.7 million for the fourth quarter of 2016. Net interest margin was relatively stable and for the first quarter of 2017 was 3.55%, compared to 3.53% in the first quarter of 2016 and 3.54% in the fourth quarter of 2016. The increase in net interest income compared to both periods was due primarily to loan growth.
The accretion income, net of amortization expense, from the acquisitions was $829,000 for the first quarter of 2017, compared to $951,000 in the first quarter of 2016 and $874,000 for the fourth quarter of 2016, which added 11 basis points, 12 basis points and 11 basis points, respectively, to the net interest margin.
Peoples' provision for loan losses for the three months ended March 31, 2017 was $0.6 million, compared to $1.0 million for the first quarter of 2016 and $0.7 million for the fourth quarter of 2016. The provision for loan losses recorded in the first quarter of 2017 was primarily driven by loan growth, and was partially offset by improvements in asset quality. The provision for loan losses recorded in the first and fourth quarters of 2016 was largely due to loan growth experienced during the quarters. The ratio of the allowance for loan losses as a percent of originated loans, net of deferred fees and costs, decreased to 1.05% at March 31, 2017, from 1.17% at March 31, 2016 and 1.08% at December 31, 2016. Annualized net charge-offs were 0.11% of average total loans during the first quarter of 2017, compared to 0.09% in the first and fourth quarters of 2016.
Asset quality during the quarter improved. Criticized loans, which are those loans categorized as watch, substandard or doubtful, were relatively flat during the quarter. Nonperforming loans declined $3.8 million, or 15%, compared to December 31, 2016, as several payoffs on larger relationships were received during the quarter. Nonperforming loans as a percent of total loans were 0.95% at March 31, 2017 compared to 0.97% at March 31, 2016, and 1.13% at December 31, 2016.
Total non-interest income for the first quarter of 2017 increased $0.6 million, or 4%, compared to first quarter of 2016, and $1.6 million, or 13%, from the linked quarter. The increase compared to the first quarter of 2016 was primarily due to higher bank owned life insurance income. The increase of $326,000 compared to the first quarter of 2016 was a result of additional polices that were purchased late in the second quarter of 2016. Compared to the first quarter of 2016, trust and investment income and mortgage banking income also increased, and were offset by declines in insurance income and deposit account service charges. The increase compared to the linked quarter was due largely to annual performance-based insurance commissions, which, for the most part, are recognized in the first quarter of each year.
Total non-interest expense for the first quarter of 2017 was $27.3 million, compared to $26.3 million during the first quarter of 2016 and $27.3 million for the linked quarter of 2016. The increase of $1.2 million, or 8%, in salaries and employee benefit costs compared to the first quarter of 2016 was due primarily to: (i) increased incentive compensation, which is tied to the corporate incentive plan; (ii) increased health insurance costs, which were a result of higher claims; and (iii) higher stock-based compensation. The increase in stock-based compensation was partially due to the annual stock grant that was tied to the performance level achieved with respect to the 2016 corporate incentive plan, for which common shares were granted in the first quarter of 2017. The increase of $0.9 million, or 6%, in salaries and employee benefit costs compared to the fourth quarter of 2016 was due primarily to health insurance costs, which was the result of higher claims, and higher stock-based compensation. The fourth quarter of 2016 included $0.7 million of non-core charges, which were one-time costs associated with the system upgrade of Peoples' core banking system that occurred on November 7, 2016.
Peoples' efficiency ratio for the first quarter of 2017 was 64.89%, compared to 64.26% for the first quarter of 2016 and 66.87% for the linked quarter. The slight increase compared to the first quarter of 2016 was due primarily to the increase in total non-interest expense. The decline in the efficiency ratio compared to the linked quarter was largely due to higher revenue, offset partially by increases in total non-interest expense.
At March 31, 2017, total assets were $3.46 billion, compared to $3.43 billion, at December 31, 2016. The $26.9 million increase was primarily the result of growth in loan balances, net of deferred fees and costs, of $24.6 million, or 4%


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annualized. Indirect consumer lending continued to be a key component of loan growth as balances increased $30.9 million, or 49% annualized, during the first quarter of 2017. The growth in indirect consumer loan balances included diversification in the portfolio beyond automobile loans, including recreational vehicles and motorcycles. Commercial loans grew $9.0 million, or 3% annualized, with commercial and industrial loans growing $6.4 million, or 6% annualized, during the first quarter of 2017. Quarterly average gross loan balances increased $59.9 million, or 11.0% annualized, compared to the linked quarter, due primarily to increases in commercial and industrial loans and indirect consumer loans.
Total liabilities were $3.02 billion at March 31, 2017, up $19.2 million since December 31, 2016. The increase in liabilities during the first quarter of 2017 was primarily due to an increase in deposits of $192.4 million, or 8%, offset partially by a decline in total borrowings of $170.5 million, or 38%. Total non-interest-bearing deposits increased $50.6 million, or 7%, and interest-bearing deposits increased $141.8 million, or 8%, compared to December 31, 2016. The growth in interest-bearing deposits was primarily the result of increases in brokered certificates of deposits and governmental deposits. Governmental deposit balances are typically higher in the first quarter of each year compared to other quarters. The increase in non-interest bearing deposits was partially due to the increase in one commercial customer's account, with the remaining increase in both commercial and individual customer accounts.
Non-interest-bearing deposits comprised 29% of total deposits at March 31, 2017, compared to 28% at March 31, 2016 and 29% at December 31, 2016.
At March 31, 2017, total stockholders' equity was $443.0 million, an increase of $7.7 million, or 2%, compared to December 31, 2016. Regulatory capital ratios remained significantly higher than "well capitalized" minimums. Peoples' tier 1 common risk-based capital ratio was 13.05% at March 31, 2017, versus 12.91% at December 31, 2016 and 13.10% at March 31, 2016, while the total capital ratio was 13.34% at March 31, 2017, compared to 13.21% at December 31, 2016 and 13.41% at March 31, 2016. The total risk-based capital ratio was 14.27% at March 31, 2017, compared to 14.11% at December 31, 2016 and 14.29% at March 31, 2016. In addition, Peoples' tangible equity to tangible asset ratio was 8.98%, and tangible book value per common share was $16.28 at March 31, 2017, versus 8.80% and $15.89, respectively, at December 31, 2016.

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. 



39

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The following tables detail Peoples’ average balance sheets for the periods presented:
 
For the Three Months Ended
 
March 31, 2017
 
December 31, 2016
 
March 31, 2016
(Dollars in thousands)
Average Balance
Income/ Expense
Yield/Cost
 
Average Balance
Income/ Expense
Yield/Cost
 
Average Balance
Income/ Expense
Yield/Cost
Short-term investments
$
7,415

$
15

0.82
%
 
$
8,520

$
13

0.61
%
 
$
12,436

$
16

0.52
%
Investment Securities (1):
 
 
 
 
 
 
 
 
 
 
 
Taxable
748,835

4,754

2.54
%
 
748,126

4,594

2.46
%
 
763,136

4,726

2.48
%
Nontaxable (2)
113,779

1,222

4.30
%
 
114,229

1,222

4.28
%
 
112,508

1,200

4.27
%
Total investment securities
862,614

5,976

2.77
%
 
862,355

5,816

2.70
%
 
875,644

5,926

2.71
%
Loans (2)(3):
 
 
 
 
 
 
 
 
 
 
 
Commercial real estate, construction
94,215

993

4.22
%
 
89,113

889

3.90
%
 
80,202

781

3.85
%
Commercial real estate, other
734,442

8,423

4.59
%
 
722,003

8,456

4.58
%
 
736,036

8,492

4.56
%
Commercial and industrial
433,068

4,545

4.20
%
 
399,614

4,201

4.11
%
 
356,375

3,695

4.10
%
Residential real estate
531,457

5,769

4.34
%
 
547,640

5,938

4.34
%
 
565,514

6,166

4.36
%
Home equity lines of credit
111,112

1,159

4.23
%
 
111,417

1,214

4.33
%
 
106,968

1,190

4.47
%
Consumer, indirect
269,821

2,232

3.35
%
 
241,290

2,130

3.51
%
 
173,629

1,634

3.79
%
Consumer, other
70,206

1,218

7.04
%
 
73,321

1,209

6.76
%
 
73,015

1,051

6.23
%
Total loans
2,244,321

24,339

4.35
%
 
2,184,398

24,037

4.34
%
 
2,091,739

23,009

4.38
%
Less: Allowance for loan losses
(18,585
)
 
 
 
(18,254
)
 
 
 
(16,845
)
 
 
Net loans
2,225,736

24,339

4.39
%
 
2,166,144

24,037

4.38
%
 
2,074,894

23,009

4.41
%
Total earning assets
3,095,765

30,330

3.93
%
 
3,037,019

29,866

3.89
%
 
2,962,974

28,951

3.90
%
Intangible assets
145,546

 
 
 
146,489

 
 
 
149,528

 
 
Other assets
205,040

 
 
 
203,011

 
 
 
160,133

 
 
    Total assets
$
3,446,351

 
 
 
$
3,386,519

 
 
 
$
3,272,635

 
 
Deposits:
 
 
 
 
 
 
 
 
 
 
 
Savings accounts
$
439,206

$
59

0.05
%
 
$
436,733

$
58

0.05
%
 
$
421,797

$
56

0.05
%
Governmental deposit accounts
283,605

131

0.19
%
 
273,263

126

0.18
%
 
298,685

147

0.20
%
Interest-bearing demand accounts
286,487

78

0.11
%
 
275,653

65

0.09
%
 
251,341

45

0.07
%
Money market accounts
398,839

187

0.19
%
 
407,171

202

0.20
%
 
398,515

160

0.16
%
Brokered deposits
84,929

306

1.46
%
 
37,859

151

1.59
%
 
50,452

366

2.92
%
Retail certificates of deposit
342,837

726

0.86
%
 
375,347

807

0.86
%
 
437,647

827

0.76
%
Total interest-bearing deposits
1,835,903

1,487

0.33
%
 
1,806,026

1,409

0.31
%
 
1,858,437

1,601

0.35
%
Borrowed Funds:
 
 
 
 
 
 
 
 
 
 
 
Short-term FHLB advances
134,411

221

0.67
%
 
142,033

176

0.49
%
 
57,956

54

0.38
%
Retail repurchase agreements
70,885

30

0.17
%
 
71,819

31

0.17
%
 
77,733

33

0.17
%
Total short-term borrowings
205,296

251

0.50
%
 
213,852

207

0.39
%
 
135,689

87

0.26
%
Long-term FHLB advances
125,154

661

2.14
%
 
98,830

585

2.35
%
 
66,631

524

3.18
%
Wholesale repurchase agreements
40,000

363

3.63
%
 
40,000

371

3.71
%
 
40,000

367

3.67
%
Other borrowings
6,899

110

6.38
%
 
6,847

110

6.29
%
 
6,739

97

5.76
%
Total long-term borrowings
172,053

1,134

2.66
%
 
145,677

1,066

2.92
%
 
113,370

988

3.50
%
  Total borrowed funds
377,349

1,385

1.48
%
 
359,529

1,273

1.41
%
 
249,059

1,075

1.74
%
      Total interest-bearing liabilities
2,213,252

2,872

0.53
%
 
2,165,555

2,682

0.49
%
 
2,107,496

2,676

0.51
%
Non-interest-bearing deposits
758,446

 
 
 
743,389

 
 
 
710,297

 
 
Other liabilities
35,663

 

 
 
39,337

 

 
 
31,299

 

 
Total liabilities
3,007,361

 
 
 
2,948,281

 
 

2,849,092

 
 
Total stockholders’ equity
438,990

 

 
 
438,238

 

 
 
423,543

 

 
Total liabilities and stockholders’ equity
$
3,446,351

 

 
 
$
3,386,519

 

 
 
$
3,272,635

 

 
Interest rate spread
 
$
27,458

3.40
%
 
 
$
27,184

3.40
%
 
 
$
26,275

3.39
%
Net interest margin
3.55
%
 
 
 
3.54
%
 
 
 
3.53
%


40

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, impaired loans and loans held for sale. Interest income includes interest earned and received on nonaccrual loans prior to the loans being placed on nonaccrual status. Loan fees included in interest income were immaterial for all periods presented.

 
The following table provides an analysis of the changes in FTE net interest income:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended March 31, 2017 Compared to
(Dollars in thousands)
December 31, 2016
 
March 31, 2016
Increase (decrease) in:
Rate
Volume
Total (1)
 
Rate
Volume
Total (1)
INTEREST INCOME:
 
 
 
 
 
 
 
Short-term investments
$
11

$
(9
)
$
2

 
$
30

$
(31
)
$
(1
)
Other long-term investments



 



Investment Securities (2): 
 
 
 
 
 
 
 
Taxable
156

4

160

 
422

(394
)
28

Nontaxable
19

(19
)

 
8

14

22

Total investment income
175

(15
)
160

 
430

(380
)
50

Loans (2):
 
 
 
 
 
 
 
Commercial real estate, construction
61

43

104

 
74

138

212

Commercial real estate, other
(2
)
(31
)
(33
)
 
54

(123
)
(69
)
Commercial and industrial
68

276

344

 
84

766

850

Residential real estate
45

(214
)
(169
)
 
(27
)
(370
)
(397
)
Home equity lines of credit
(49
)
(6
)
(55
)
 
(235
)
204

(31
)
Consumer, indirect
(522
)
624

102

 
(1,138
)
1,736

598

Consumer, other
211

(202
)
9

 
398

(231
)
167

Total loan income
(188
)
490

302

 
(790
)
2,120

1,330

Total interest income
(2
)
466

464

 
(330
)
1,709

1,379

INTEREST EXPENSE:
 
 
 
 
 
 
 
Deposits:
 
 
 
 
 
 
 
Savings accounts
1


1

 
1

2

3

Government deposit accounts
2

3

5

 
(8
)
(8
)
(16
)
Interest-bearing demand accounts
11

2

13

 
26

7

33

Money market accounts
(10
)
(5
)
(15
)
 
27


27

Brokered certificates of deposit
(80
)
235

155

 
(875
)
815

(60
)
Retail certificates of deposit
28

(109
)
(81
)
 
509

(610
)
(101
)
Total deposit cost
(48
)
126

78

 
(320
)
206

(114
)
Borrowed funds:
 
 
 
 
 
 
 
Short-term borrowings
103

(59
)
44

 
61

103

164

Long-term borrowings
(303
)
371

68

 
(834
)
980

146

Total borrowed funds cost
(200
)
312

112

 
(773
)
1,083

310

Total interest expense
(248
)
438

190

 
(1,093
)
1,289

196

Net interest income
$
246

$
28

$
274

 
$
763

$
420

$
1,183

(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


41

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
 
March 31,
2017
December 31,
2016
March 31,
2016
(Dollars in thousands)
Net interest income, as reported
$
26,945

$
26,667

$
25,767

Taxable equivalent adjustments
513

517

508

Fully tax-equivalent net interest income
$
27,458

$
27,184

$
26,275

Net interest income grew 1% compared to the fourth quarter of 2016, and 5% compared to the first quarter of 2016, while net interest margin grew 1 basis point and 2 basis points, respectively. The increases in net interest income and net interest margin were largely due to loan growth, coupled with deposit growth and reductions in wholesale borrowings. During the first quarter of 2017, net interest income and net interest margin benefited from normal accretion income, net of amortization expense, of $829,000 related primarily to the acquired loans purchased in 2012 or thereafter in business combinations, which added 11 basis points to net interest margin, compared to $874,000, or 11 basis points, during the linked quarter and $951,000, or 12 basis points, during the prior year first quarter.
During the first quarter of 2017, compared to both the fourth quarter of 2016 and the first quarter of 2016, increases in earning asset yields outpaced higher funding costs. Recent increases in interest rates led to the higher investment securities yield compared to both the fourth quarter and the first quarter of 2016. Average loan balances increased $59.9 million during the first quarter of 2017, compared to the fourth quarter of 2016, and were up $152.6 million compared to the first quarter of 2016.
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 "FINANCIAL CONDITION - Interest Rate Sensitivity and Liquidity".
Provision for Loan Losses
The following table details Peoples’ provision for loan losses:
 
Three Months Ended
 
March 31,
2017
December 31,
2016
March 31,
2016
(Dollars in thousands)
Loan losses
$
400

$
480

$
858

Checking account overdrafts
224

231

97

Provision for loan losses
$
624

$
711

$
955

As a percentage of average total loans (a)
0.11
%
0.13
%
0.18
%
(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. During the first quarter of 2017, provision for loan losses was driven by loan growth, which was partially offset by improvements in asset quality. The provision for loan losses recorded in the fourth quarter of 2016 and the first quarter of 2016 was largely due to loan growth.
Additional information regarding changes in the allowance for loan losses and loan credit quality can be found later in this discussion under the caption “FINANCIAL CONDITION - Allowance for Loan Losses”.


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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
 
March 31,
2017
December 31,
2016
March 31,
2016
(Dollars in thousands)
Net loss on other real estate owned
$

$
(33
)
$
(1
)
Net loss on bank premises and equipment
(3
)
(62
)
(30
)
Net loss on other

(14
)

Net loss on asset disposals and other transactions
$
(3
)
$
(109
)
$
(31
)
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 loss on bank premises and equipment recorded during the fourth quarter of 2016 was primarily due to the disposal of assets that were no longer in use. The net loss on other real estate owned during the fourth quarter of 2016 was due primarily to the sale of two OREO properties during the quarter.
Non-Interest Income
Insurance income comprised the largest portion of the first quarter 2017 total non-interest income.  The following table details Peoples' insurance income:
 
Three Months Ended
 
March 31,
2017
December 31,
2016
March 31,
2016
(Dollars in thousands)
Property and casualty insurance commissions
$
2,242

$
2,365

$
2,448

Performance-based commissions
1,306

22

1,580

Life and health insurance commissions
410

415

419

Credit life and A&H insurance commissions
8

5

9

Other fees and charges
136

105

42

Insurance income
$
4,102

$
2,912

$
4,498

The increase in insurance income for the first quarter of 2017 compared to the linked quarter was mainly due to higher performance-based commissions. The majority of performance-based commissions typically are recorded annually in the first quarter 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.
Peoples' trust and investment income continues 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 administration and management:
 
Three Months Ended
 
March 31,
2017
December 31,
2016
March 31,
2016
(Dollars in thousands)
Fiduciary
$
1,873

$
1,917

$
1,661

Brokerage
809

822

721

Trust and investment income
$
2,682

$
2,739

$
2,382



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Table of Contents

 
March 31,
2017
December 31,
2016
September 30,
2016
June 30,
2016
March 31,
2016
(Dollars in thousands)
Trust assets under administration and management
$
1,362,243

$
1,301,509

$
1,292,044

$
1,280,004

$
1,254,824

Brokerage assets under administration and management
805,361

777,771

754,168

729,519

706,314

Total assets under administration and management
$
2,167,604

$
2,079,280

$
2,046,212

$
2,009,523

$
1,961,138

Quarterly average
$
2,122,036

$
2,053,121

$
2,031,378

$
1,992,856

$
1,935,108

Trust and investment income increased 13% compared to the first quarter of 2016, and was driven by quality cross-selling of products and additional retirement plan services business.
Peoples' electronic banking services include ATM and debit cards, direct deposit services, internet and mobile banking, and remote deposit capture, which serve as alternative delivery channels to traditional sales offices for providing services to clients.
Deposit account service charges continued to comprise a sizable portion of Peoples' total non-interest income.  The following table details Peoples' deposit account service charges:
 
Three Months Ended
 
March 31,
2017
December 31,
2016
March 31,
2016
(Dollars in thousands)
Overdraft and non-sufficient funds fees
$
1,614

$
2,043

$
1,806

Account maintenance fees
536

509

561

Other fees and charges
279

111

236

Deposit account service charges
$
2,429

$
2,663

$
2,603

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.
Mortgage banking income for the first quarter of 2017 increased 142% from the first quarter of 2016 and decreased 14% compared to the linked quarter. The fluctuation of income was due to customer demand for long-term fixed-rate real estate loans which increase or decrease sales of residential real estate loans to the secondary market. Peoples sold approximately $13.6 million of loans to the secondary market in the first quarter of 2017, compared to $6.0 million in the first quarter of 2016 and $22.4 million in the linked quarter.
Non-Interest Expense
Salaries and employee benefit costs remain Peoples' largest non-interest expense, accounting for over one-half of total non-interest expense.  The following table details Peoples' salaries and employee benefit costs:
 
Three Months Ended
 
March 31,
2017
December 31,
2016
March 31,
2016
(Dollars in thousands)
Base salaries and wages
$
10,067

$
9,983

$
9,837

Sales-based and incentive compensation
2,099

2,442

1,803

Employee benefits
1,927

1,355

1,548

Stock-based compensation
568

323

338

Deferred personnel costs
(360
)
(382
)
(425
)
Payroll taxes and other employment costs
1,195

831

1,224

Salaries and employee benefit costs
$
15,496

$
14,552

$
14,325

Full-time equivalent employees:
 
 
 

Actual at end of period
776

782

821

Average during the period
780

788

817

 


44

Table of Contents

Salaries and employee benefit costs for the first quarter of 2017 increased compared to both the fourth quarter of 2016 and the first quarter of 2016. The increase in employee benefits costs compared to the fourth quarter of 2016 was due primarily to increased health insurance costs, which was the result of higher claims. The increase in stock-based compensation was largely due to the annual stock grant that was tied to the performance level achieved with respect to 2016 corporate incentive awards, for which the common shares were granted in the first quarter of 2017.
Peoples' net occupancy and equipment expense was comprised of the following:
 
Three Months Ended
 
March 31,
2017
December 31,
2016
March 31,
2016
(Dollars in thousands)
Depreciation
$
1,243

$
1,306

$
1,239

Repairs and maintenance costs
672

531

652

Net rent expense
219

189

229

Property taxes, utilities and other costs
579

554

686

Net occupancy and equipment expense
$
2,713

$
2,580

$
2,806

Net occupancy and equipment expense decreased in the first quarter of 2017 from the first quarter of 2016 due to lower property taxes due to the reassessed value of properties.
Professional fees for the first quarter of 2017 decreased $583,000, or 27%, from the linked quarter mainly due to the decrease of fees related to the system upgrade recorded in the fourth quarter of 2016.
Data processing and software expense increased $393,000, or 52%, compared to the prior year first quarter and declined $118,000, or 9%, from the linked quarter. The decrease in data processing and software expense during the first quarter of 2017 compared to the linked quarter was primarily due to costs incurred for the system upgrade completed in the fourth quarter of 2016. The increase in data processing and software expense during the first quarter of 2017 compared to the first quarter of 2016 was due to increased monthly fees related to additional capabilities that are now available to customers.
Communication expense decreased $218,000, or 35%, from the prior year first quarter and $121,000, or 23%, from the linked quarter. The decreases relate to the continued consolidation of traditional phone lines to a method of transmitting all voice traffic over the internet.
FDIC insurance assessment expense increased $240,000 from the linked quarter. The increase from the linked quarter was the result of the FDIC Insurance Fund's reserve ratio reaching 1.15% effective June 30, 2016, which resulted in reduced FDIC insurance expense in the fourth quarter of 2016. The FDIC insurance assessment expense decreased from the prior year first quarter due to a reduction of the assessment rate.
Income Tax Expense
For the three months ended March 31, 2017, Peoples recorded income tax expense of $3.9 million, for an effective tax rate of 30.4%. Peoples' current estimate of the effective tax rate for the entire year of 2017 will be approximately 31.0%. In comparison, Peoples recorded an income tax expense of $3.7 million for the same period in 2016, for an effective tax rate of 31.4%.
Peoples adopted the ASU 2016-09 - Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting as of January 1, 2017. In the first quarter of 2017, Peoples recorded a tax benefit of $104,000 associated with the adoption of this amendment for the tax benefit of awards that settled or vested in the quarter.
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 total non-interest income (excluding all gains or losses) minus total non-interest expenses and, therefore, excludes the provision for (recovery of) loan losses and all gains and/or 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.


45

Table of Contents

The following table provides a reconciliation of this non-GAAP financial measure to the amounts reported for income before taxes in Peoples' Unaudited Consolidated Financial Statements for the periods presented:    
 
Three Months Ended
 
March 31,
2017
December 31,
2016
March 31,
2016
(Dollars in thousands)
Pre-Provision Net Revenue:
 
 
 
Income before income taxes
$
12,661

$
10,744

$
11,649

Add: provision for loan losses
624

711

955

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

33

1

Add: net loss on other assets
3

76

30

Less: net gain on securities transactions
340

68

96

Pre-provision net revenue
$
12,948

$
11,496

$
12,539

Total average assets
$
3,446,351

$
3,386,519

$
3,272,635

Pre-provision net revenue to total average assets (a)
1.52
%
1.35
%
1.54
%
(a) Presented on an annualized basis.
 
 
 
PPNR for the first quarter of 2017 was higher than the linked quarter of 2016 and slightly higher than the first quarter of 2016. The increase in the first quarter of 2017 from the prior periods were largely due to revenue fluctuation.
Core Non-Interest Income and Expense
Core non-interest income and expense are financial measures used to evaluate Peoples' recurring revenue and expense streams. These measures are non-GAAP since they exclude the impact of system conversion revenue and costs, acquisition-related costs, pension settlement charges, search firm fees and legal settlement charges.
The following tables provide reconciliations of these non-GAAP measures to the amounts reported in Peoples' Unaudited Consolidated Financial Statements for the periods presented:
 
Three Months Ended
 
March 31,
2017
December 31,
2016
March 31,
2016
(Dollars in thousands)
Core non-interest income:
 
 
 
Total non-interest income
$
13,334

$
12,111

$
13,054

Plus: system conversion revenue waived

85


Core non-interest income
$
13,334

$
12,196

$
13,054

 
Three Months Ended
 
March 31,
2017
December 31,
2016
March 31,
2016
(Dollars in thousands)
Core non-interest expense:
 
 
 
Total non-interest expense
$
27,331

$
27,282

$
26,282

Less: system conversion costs

746


Core non-interest expense
$
27,331

$
26,536

$
26,282



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Table of Contents

Efficiency Ratio
The efficiency ratio is a key financial measure used to monitor performance. The efficiency ratio is calculated as total non-interest expenses (less amortization of other intangible assets) as a percentage of fully tax-equivalent net interest income plus total non-interest income (excluding all gains and losses). This 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
 
March 31,
2017
December 31,
2016
March 31,
2016
(Dollars in thousands)
 
 
 
 
Efficiency ratio:
 
 
 
Total non-interest expense
$
27,331

$
27,282

$
26,282

Less: Amortization of other intangible assets
863

1,007

1,008

Adjusted total non-interest expense
$
26,468

$
26,275

$
25,274

Total non-interest income
13,334

12,111

13,054

Net interest income
$
26,945

$
26,667

$
25,767

Add: Fully tax-equivalent adjustment
513

517

508

Net interest income on a fully taxable-equivalent basis
$
27,458

$
27,184

$
26,275

Adjusted revenue
$
40,792

$
39,295

$
39,329

Efficiency ratio
64.89
%
66.87
%
64.26
%
Core non-interest expenses
$
27,331

$
26,536

$
26,282

Less: Amortization of other intangible assets
863

1,007

1,008

Adjusted non-interest expense
$
26,468

$
25,529

$
25,274

Core non-interest income
$
13,334

$
12,196

$
13,054

Net interest income on fully taxable-equivalent basis
$
27,458

$
27,184

$
26,275

Adjusted core revenue
40,792

39,380

39,329

Efficiency ratio adjusted for non-core items
64.89
%
64.83
%
64.26
%
The decrease in the efficiency ratio from the prior year first quarter was primarily due to increased revenues and the continued focus on expense management. The efficiency ratio had a slight increase for the first quarter of 2017 compared to the first quarter of 2016, due primarily to the increase in total non-interest expense.
Management is targeting an efficiency ratio of 62%-64% for the full year of 2017, absent acquisition-related costs and other non-core charges.


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Table of Contents

Return on Average Tangible Stockholders' Equity
The return on average tangible stockholders' equity ratio is a key financial measure used to monitor performance. The return on tangible stockholders' equity is calculated as net income (less after-tax impact of amortization of other intangible assets) divided by tangible stockholders' equity. This measure is non-GAAP since it excludes amortization of other intangible assets from earnings and the impact of goodwill and other intangible assets acquired through acquisitions on total stockholders' equity.
 
At or For the Three Months Ended
(Dollars in thousands)
March 31, 2017
December 31, 2016
September 30, 2016
June 30, 2016
March 31, 2016
Annualized Net Income Excluding Amortization of Other Intangible Assets:
Net income
$
8,809

$
7,408

$
7,792

$
7,962

$
7,995

Add: amortization of other intangible assets
863

1,007

1,008

1,007

1,008

Less: tax effect (at 35% tax rate) of amortization of other intangible assets
302

352

353

352

353

Net income excluding amortization of other intangible assets
$
9,370

$
8,063

$
8,447

$
8,617

$
8,650

Days in the quarter
90

92

92

91

91

Days in the year
365

366

366

366

366

Annualized net income
$
35,725

$
29,471

$
30,999

$
32,023

$
32,156

Annualized net income excluding amortization of other intangible assets
$
38,001

$
32,077

$
33,604

$
34,657

$
34,790

Average Tangible Stockholders' Equity:
Total average stockholders' equity
$
438,990

$
438,238

$
438,606

$
430,072

$
423,543

Less: average goodwill and other intangible assets
145,546

146,489

147,466

148,464

149,528

Average tangible stockholders' equity
$
293,444

$
291,749

$
291,140

$
281,608

$
274,015

Return on Average Stockholders' Equity Ratio:
 
 
 
 
 
Annualized net income
$
35,725

$
29,471

$
30,999

$
32,023

$
32,156

Average stockholders' equity
$
438,990

$
438,238

$
438,606

$
430,072

$
423,543

Return on average stockholders' equity
8.14
%
6.72
%
7.07
%
7.45
%
7.59
%
Return on Average Tangible Stockholders' Equity Ratio:
Annualized net income excluding amortization of other intangible assets
$
38,001

$
32,077

$
33,604

$
34,657

$
34,790

Average tangible stockholders' equity
$
293,444

$
291,749

$
291,140

$
281,608

$
274,015

Return on average tangible stockholders' equity
12.95
%
10.99
%
11.54
%
12.31
%
12.70
%

FINANCIAL CONDITION
Cash and Cash Equivalents
At March 31, 2017, Peoples' interest-bearing deposits in other banks decreased slightly from December 31, 2016. The total cash and cash equivalent balances included $3.1 million of excess cash reserves being maintained at the Federal Reserve Bank at March 31, 2017, compared to $4.4 million at December 31, 2016. 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 three months of 2017, Peoples' total cash and cash equivalents decreased $1.8 million and $13.4 million, respectively. Peoples' net cash used in investing activities of $33.3 million exceeded cash provided by financing and operating activities of $18.1 million. Peoples' investing activities reflected purchases of $41.1 million in available-for-sale investments and a net increase of $23.5 million in loans, which were partially offset by $32.1 million in net proceeds from principal payments, calls and prepayments on available-for-sale investment securities. Financing activities included a net


48

Table of Contents

increase of $192.4 million in deposits which was offset partially by a net decrease of $169.9 million in borrowings and $3.5 million of cash dividends paid.
Through the first three months of 2016, Peoples' total cash and cash equivalents decreased $7.8 million as net cash used in investing activities was $42.1 million, which exceeded cash provided by financing and operating activities of $17.5 million and $16.8 million, respectively. Peoples' investing activities reflected a $31.9 million net increase in loans. Financing activities included a net increase in deposits of $51.2 million, offset partially by net payments of $25.3 million on short-term borrowings.
Further information regarding the management of Peoples' liquidity position can be found later in this discussion under “Interest Rate Sensitivity and Liquidity.”
Investment Securities
The following table provides information regarding Peoples’ investment portfolio:
(Dollars in thousands)
March 31,
2017
December 31,
2016
September 30,
2016
June 30,
2016
March 31,
2016
Available-for-sale securities, at fair value:
 
 
 
 
Obligations of:
 
 
 
 
 
U.S. government sponsored agencies
$

$
1,000

$
1,001

$
1,000

$
2,004

States and political subdivisions
114,712

117,230

117,839

114,826

114,328

Residential mortgage-backed securities
640,299

626,567

607,452

620,819

650,674

Commercial mortgage-backed securities
16,424

19,291

23,283

23,789

24,258

Bank-issued trust preferred securities
4,964

4,899

4,783

4,536

4,330

Equity securities
10,562

8,953

7,785

7,648

6,600

Total fair value
$
786,961

$
777,940

$
762,143

$
772,618

$
802,194

Total amortized cost
$
782,947

$
777,017

$
743,878

$
750,305

$
785,544

Net unrealized gain
$
4,014

$
923

$
18,265

$
22,313

$
16,650

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



 
 
 
States and political subdivisions
$
3,818

$
3,820

$
3,823

$
3,826

$
3,828

Residential mortgage-backed securities
34,812

33,858

34,203

34,678

35,005

Commercial mortgage-backed securities
5,392

5,466

5,636

5,802

6,033

Total amortized cost
$
44,022

$
43,144

$
43,662

$
44,306

$
44,866

Other investment securities, at cost
$
38,371

$
38,371

$
38,443

$
38,402

$
38,402

Total investment portfolio:


 
 
 
 
Amortized cost
$
865,340

$
858,532

$
825,983

$
833,013

$
868,812

Carrying value
$
869,354

$
859,455

$
844,248

$
855,326

$
885,462

In the first quarter of 2017, the carrying value of investment securities increased $9.9 million from the linked quarter, due primarily to purchases of $42.4 million coupled with the increase in fair value of $3.1 million, offset partially by principal payments, calls and prepayments of $32.4 million.
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.


49

Table of Contents

The amount of these “non-agency” securities included in the residential mortgage-backed securities totals above was as follows:
(Dollars in thousands)
March 31,
2017
December 31,
2016
September 30,
2016
June 30,
2016
March 31,
2016
Total fair value
$
2,702

$
2,991

$
3,288

$
3,640

$
4,046

Total amortized cost
$
2,916

$
3,206

$
3,499

$
3,843

$
4,244

     Net unrealized loss
$
(214
)
$
(215
)
$
(211
)
$
(203
)
$
(198
)
 
Management continues to reinvest the principal runoff from the non-agency securities in U.S. agency investments, which accounted for the decline in the past year. At March 31, 2017, 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.
Additional information regarding Peoples' investment portfolio can be found in Note 3 of the Notes to the Unaudited Consolidated Financial Statements.
Loans
The following table provides information regarding outstanding loan balances:
(Dollars in thousands)
March 31,
2017
December 31,
2016
September 30,
2016
June 30,
2016
March 31,
2016
Gross originated loans:
 
 
 
 
 
Commercial real estate, construction
$
93,886

$
84,626

$
70,838

$
88,672

$
69,499

Commercial real estate, other
535,474

531,557

507,842

468,404

471,998

     Commercial real estate
629,360

616,183

578,680

557,076

541,497

Commercial and industrial
384,548

378,131

351,340

322,512

308,649

Residential real estate
308,153

307,490

306,374

304,275

302,512

Home equity lines of credit
85,512

85,617

83,412

80,049

76,959

Consumer, indirect
283,106

252,024

229,334

205,980

182,428

Consumer, other
66,283

67,579

67,973

65,717

63,168

    Consumer
349,389

319,603

297,307

271,697

245,596

Deposit account overdrafts
721

1,080

1,074

1,214

2,083

Total originated loans
$
1,757,683

$
1,708,104

$
1,618,187

$
1,536,823

$
1,477,296

Gross acquired loans (a):
 
 
 
 
 
Commercial real estate, construction
$
9,431

$
10,100

$
10,242

$
10,321

$
11,882

Commercial real estate, other
194,581

204,466

221,036

240,506

256,201

     Commercial real estate
204,012

214,566

231,278

250,827

268,083

Commercial and industrial
44,189

44,208

48,702

55,840

59,161

Residential real estate
216,059

228,435

238,787

250,848

263,237

Home equity lines of credit
24,516

25,875

27,784

28,968

30,742

Consumer, indirect
656

808

952

1,136

1,369

Consumer, other
2,387

2,940

3,518

4,348

5,227

    Consumer
3,043

3,748

4,470

5,484

6,596

Total acquired loans
$
491,819

$
516,832

$
551,021

$
591,967

$
627,819

Total loans
$
2,249,502

$
2,224,936

$
2,169,208

$
2,128,790

$
2,105,115



50

Table of Contents

 
(Dollars in thousands)
March 31,
2017
December 31,
2016
September 30,
2016
June 30,
2016
March 31,
2016
Percent of loans to total loans:
 
 
 
 
 
Commercial real estate, construction
4.6
%
4.3
%
3.7
%
4.7
%
3.9
%
Commercial real estate, other
32.4
%
33.0
%
33.8
%
33.2
%
34.5
%
     Commercial real estate
37.0
%
37.3
%
37.5
%
37.9
%
38.4
%
Commercial and industrial
19.1
%
19.0
%
18.4
%
17.8
%
17.5
%
Residential real estate
23.3
%
24.1
%
25.1
%
26.1
%
26.9
%
Home equity lines of credit
4.9
%
5.0
%
5.1
%
5.1
%
5.1
%
Consumer, indirect
12.6
%
11.4
%
10.6
%
9.7
%
8.8
%
Consumer, other
3.1
%
3.2
%
3.3
%
3.3
%
3.2
%
    Consumer
15.7
%
14.6
%
13.9
%
13.0
%
12.0
%
Deposit account overdrafts
%
%
%
0.1
%
0.1
%
Total percentage
100.0
%
100.0
%
100.0
%
100.0
%
100.0
%
Residential real estate loans being serviced for others
$
399,279

$
398,134

$
389,090

$
380,741

$
383,531

 
(a)
Includes all loans acquired, and related loan discount recorded as part of acquisition accounting, in 2012 and thereafter.
Period-end total loan balances increased $24.6 million, or 4% annualized, compared to December 31, 2016. Indirect consumer lending continued to be a key component of loan growth, as balances increased $30.9 million, or 49% annualized, compared to the fourth quarter of 2016. The growth in indirect consumer lending included diversification in the portfolio beyond automobile loans, including recreational vehicles and motorcycles. Commercial loans grew $9.0 million, or 3% annualized, with commercial and industrial loans growing $6.4 million, or 6% annualized, compared to the fourth quarter of 2016.
Compared to March 31, 2016, period-end loan balances increased $144.4 million, or 7%. The growth was primarily the result of indirect consumer loan growth of $100.0 million, or 54%. Commercial and industrial loan balances grew $60.9 million, or 17%. At March 31, 2017, indirect consumer loan balances comprised 13% of the total loan portfolio, compared to 11% at December 31, 2016 and 9% at March 31, 2016, while commercial and industrial loan balances comprised 19% of the total loan portfolio at March 31, 2017, compared to 19% at December 31, 2016 and 18% at March 31, 2016.
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 March 31, 2017:
(Dollars in thousands)
Outstanding Balance
Loan Commitments
Total Exposure
% of Total
Commercial real estate, construction:
 
 
 
 
Apartment complexes
$
38,177

$
36,027

$
74,204

32.7
%
Mixed commercial use facilities
13,105

27,880

$
40,985

18.1
%
Office buildings
1,139

30,500

31,639

14.0
%
Assisted living facilities and nursing homes
7,102

4,722

11,824

5.2
%
Light industrial
10,192

752

10,944

4.8
%
Land development
6,582

2,537

9,119

4.0
%
Residential property
2,719

4,733

7,452

3.3
%
Other
24,301

24,787

40,497

17.9
%
Total commercial real estate, construction
$
103,317

$
131,938

$
226,664

100.0
%


51

Table of Contents

(Dollars in thousands)
Outstanding Balance
Loan Commitments
Total Exposure
% of Total
Commercial real estate, other:
 
 
 
 
Office buildings and complexes:
 
 
 
 
Owner occupied
$
35,770

$
2,281

$
38,051

5.0
%
Non-owner occupied
41,823

929

42,752

5.6
%
Total office buildings and complexes
77,593

3,210

80,803

10.6
%
Apartment complexes
65,620

291

65,911

8.7
%
Retail facilities:
 
 
 
 
Owner occupied
20,420

535

20,955

2.8
%
Non-owner occupied
32,827

1,319

34,146

4.5
%
Total retail facilities
53,247

1,854

55,101

7.3
%
Mixed commercial use facilities:
 
 
 
 
Owner occupied
25,582

727

26,309

3.5
%
Non-owner occupied
22,654

249

22,903

3.0
%
Total mixed commercial use facilities
48,236

976

49,212

6.5
%
Light industrial facilities:
 
 
 
 
Owner occupied
49,495

38

49,533

6.5
%
Non-owner occupied
10,148


10,148

1.3
%
Total light industrial facilities
59,643

38

59,681

7.8
%
Lodging and lodging related
40,028

1,881

41,909

5.5
%
Assisted living facilities and nursing homes
32,173

250

32,423

4.3
%
Warehouse facilities
26,365

595

26,960

3.6
%
Other
327,150

19,039

346,189

45.7
%
Total commercial real estate, other
$
730,055

$
28,134

$
758,189

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 not material at both March 31, 2017 and December 31, 2016.
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)
March 31,
2017
December 31,
2016
September 30,
2016
June 30,
2016
March 31,
2016
Commercial real estate
$
7,066

$
7,172

$
7,490

$
7,536

$
7,492

Commercial and industrial
6,534

6,353

5,690

5,234

5,295

     Total commercial
13,600

13,525

13,180

12,770

12,787

Residential real estate
1,145

982

1,120

1,296

1,258

Home equity lines of credit
675

688

686

684

733

Consumer, indirect
2,409

2,312

2,240

2,116

1,607

Consumer, other
438

518

592

631

549

    Consumer
2,847

2,830

2,832

2,747

2,156

Deposit account overdrafts
111

171

143

144

125

Originated allowance for loan losses
18,378

18,196

17,961

17,641

17,059

Acquired allowance for loan losses
90

233

258

197

202

Allowance for loan losses
$
18,468

$
18,429

$
18,219

$
17,838

$
17,261

As a percent of originated loans, net of deferred fees and costs
1.05
%
1.08
%
1.13
%
1.16
%
1.17
%
At March 31, 2017, the allowance for loan losses increased to $18.5 million, compared to $17.3 million at March 31, 2016 and $18.4 million at December 31, 2016. The ratio of the allowance for loan losses as a percent of originated loans (which does not include acquired loan balances), net of deferred fees and costs, was 1.05% at March 31, 2017, compared to 1.17% at March 31, 2016 and 1.08% at December 31, 2016. The continual decline in this ratio has been primarily due to the continued stabilization of Peoples' asset quality metrics.
The significant allocations of allowance for loan losses 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.
The following table summarizes Peoples’ net charge-offs and recoveries:
 
Three Months Ended
(Dollars in thousands)
March 31,
2017
December 31,
2016
September 30,
2016
June 30,
2016
March 31,
2016
Gross charge-offs:
 
 
 
 
 
Commercial real estate, other
$

$
13

$
28

$

$
28

Commercial and industrial
117



6

1,012

Residential real estate
108

63

146

234

168

Home equity lines of credit
3

15

29

19

10

Consumer, indirect
483

571

674

320

507

Consumer, other
40

185

177

105

115

    Consumer
523

756

851

425

622

Deposit account overdrafts
349

229

210

171

163

Total gross charge-offs
1,100

1,076

1,264

855

2,003

Recoveries:
 
 
 
 
 
Commercial real estate, other
102

10

18

17

1,164

Commercial and industrial

56


250


Residential real estate
89

85

123

40

29

Home equity lines of credit
3

22

8

19

7

Consumer, indirect
206

333

253

291

182

Consumer, other
50

42

56

50

78

    Consumer
256

375

309

341

260

Deposit account overdrafts
65

27

41

38

70

Total recoveries
515

575

499

705

1,530

Net charge-offs (recoveries):
 
 
 
 
 
Commercial real estate, other
(102
)
3

10

(17
)
(1,136
)
Commercial and industrial
117

(56
)

(244
)
1,012

Residential real estate
19

(22
)
23

194

139

Home equity lines of credit

(7
)
21


3

Consumer, indirect
277

238

421

29

325

Consumer, other
(10
)
143

121

55

37

    Consumer
267

381

542

84

362

Deposit account overdrafts
284

202

169

133

93

Total net charge-offs
$
585

$
501

$
765

$
150

$
473



52

Table of Contents

 
Three Months Ended
(Dollars in thousands)
March 31,
2017
December 31,
2016
September 30,
2016
June 30,
2016
March 31,
2016
Ratio of net charge-offs (recoveries) to average total loans (annualized):
 
 
Commercial real estate
(0.01
)%
 %
%
 %
(0.22
)%
Commercial and industrial
0.02
 %
(0.01
)%
%
(0.05
)%
0.19
 %
Residential real estate
 %
—%

%
0.04
 %
0.03
 %
Home equity lines of credit
 %
—%

%
 %
 %
Consumer, indirect
0.05
 %
0.06
 %
0.04
%
0.02
 %
0.02
 %
Consumer, other
 %
 %
0.07
%
 %
0.05
 %
    Consumer
0.05
 %
0.06
 %
0.11
%
0.02
 %
0.07
 %
Deposit account overdrafts
0.05
 %
0.04
 %
0.03
%
0.02
 %
0.02
 %
Total
0.11
 %
0.09
 %
0.14
%
0.03
 %
0.09
 %
Peoples recorded net charge-offs of $585,000 for the three months ended March 31, 2017, resulting in an annualized net charge-off rate of 0.11%. The commercial real estate loan recovery during the first quarter of 2016 was due to a $1.0 million recovery on a relationship that had previously been charged-off.
The following table details Peoples’ nonperforming assets: 
(Dollars in thousands)
March 31,
2017
December 31,
2016
September 30,
2016
June 30,
2016
March 31,
2016
Loans 90+ days past due and accruing:
 
 
 
 
 
Commercial real estate, other
$
456

$
1,506

$
1,636

$
3,982

$
2,763

Commercial and industrial
1,358

387

452

459

2,074

Residential real estate
1,020

1,855

1,792

1,421

1,707

Home equity lines of credit
111


199


184

Consumer, indirect
61


82



Consumer, other

23


7

18

   Consumer
61

23

82

7

18

Total loans 90+ days past due and accruing
3,006

3,771

4,161

5,869

6,746

Nonaccrual loans:
 
 
 
 
 
Commercial real estate, construction
819

826

855

877

891

Commercial real estate, other
8,893

10,792

10,020

7,154

7,220

   Commercial real estate
9,712

11,618

10,875

8,031

8,111

Commercial and industrial
639

1,620

1,365

1,714

500

Residential real estate
4,019

4,481

3,951

3,429

2,966

Home equity lines of credit
438

554

458

426

308

Consumer, indirect
153

9




Consumer, other
1

81



30

   Consumer
154

90



30

Total nonaccrual loans
14,962

18,363

16,649

13,600

11,915



53

Table of Contents

(Dollars in thousands)
March 31,
2017
December 31,
2016
September 30,
2016
June 30,
2016
March 31,
2016
Nonaccrual troubled debt restructurings (TDRs):
 
 
 
 
 
Commercial real estate, other
558

751

742

123

107

Commercial and industrial
910

482

384

394

374

Residential real estate
1,699

1,614

1,484

1,354

1,022

Home equity lines of credit
102

60

47

52

65

Consumer, indirect
58

6

30

46

82

Consumer, other
4

49

10

13

14

   Consumer
62

55

40

59

96

Total nonaccrual TDRs
3,331

2,962

2,697

1,982

1,664

Total nonperforming loans (NPLs)
21,299

25,096

23,507

21,451

20,325

Other real estate owned (OREO):
 
 
 
 
 
Commercial
545

594

594

597

597

Residential
132

67

125

82

82

Total OREO
677

661

719

679

679

Total nonperforming assets (NPAs)
$
21,976

$
25,757

$
24,226

$
22,130

$
21,004

Criticized loans (a)(c)
101,284

99,182

99,294

106,616

119,368

Classified loans (b)(c)
56,503

57,736

53,755

51,762

57,409

Asset Quality Ratios:
 
 
 
 
 
NPLs as a percent of total loans
0.95
%
1.13
%
1.08
%
1.01
%
0.97
%
NPAs as a percent of total assets
0.64
%
0.75
%
0.72
%
0.66
%
0.64
%
NPAs as a percent of total loans and OREO
0.98
%
1.16
%
1.11
%
1.04
%
1.00
%
Allowance for loan losses as a percent of NPLs
86.71
%
73.43
%
77.50
%
83.16
%
84.92
%
Criticized loans as a percent of total loans (a)
4.50
%
4.46
%
4.58
%
5.01
%
5.67
%
Classified loans as a percent of total loans (b)
2.51
%
2.59
%
2.48
%
2.43
%
2.73
%
(a) Includes loans categorized as watch, substandard or doubtful.
(b) Includes loans categorized as substandard or doubtful.
(c) Data presented as of the end of the period indicated.
Nonperforming assets decreased to 0.98% of total loans and OREO at March 31, 2017, compared to 1.16% at December 31, 2016, due to several payoffs on larger relationships during the quarter.
Deposits
The following table details Peoples’ deposit balances:
(Dollars in thousands)
March 31,
2017
December 31,
2016
September 30,
2016
June 30,
2016
March 31,
2016
Non-interest-bearing deposits
$
785,047

$
734,421

$
745,468

$
699,695

$
716,202

Interest-bearing deposits:
 
 
 
 
 
Retail certificates of deposit (a)
353,918

360,464

390,568

418,748

417,043

Money market deposit accounts
386,999

407,754

411,111

401,828

395,022

Governmental deposit accounts
330,477

251,671

286,716

300,639

313,904

Savings accounts
445,720

436,344

438,087

438,952

434,381

Interest-bearing demand accounts
292,187

278,975

270,490

235,473

254,241

Brokered certificates of deposits (a)
107,817

40,093

33,017

37,636

56,290

Total interest-bearing deposits
1,917,118

1,775,301

1,829,989

1,833,276

1,870,881

  Total deposits
$
2,702,165

$
2,509,722

$
2,575,457

$
2,532,971

$
2,587,083

(a)
Prior periods reclassified.


54

Table of Contents

Total deposits increased $192.4 million, or 8%, during the first quarter of 2017, attributable to an increase of $141.8 million in interest-bearing deposits and $50.6 million in non-interest-bearing deposits. Growth during the first quarter of 2017 was mainly due to an increase of $78.8 million in governmental deposits, $67.7 million in brokered certificates of deposit and $50.6 million in non-interest-bearing deposits. Balances in governmental deposits are seasonally higher in the first quarter of each year. The increase in brokered certificates of deposit was the result of adding relatively shorter term funding on the balance sheet. Over 40% of the increase in non-interest-bearing deposits was due to an increase in one commercial customer's account, with the remaining increase in both commercial and individual customer accounts.
Total deposits increased $115.1 million, or 4%, compared to March 31, 2016, with $68.8 million of growth in non-interest-bearing deposits, $51.5 million in brokered certificates of deposit and $46.2 million in interest-bearing demand deposits. The increase in non-interest-bearing and interest-bearing demand deposits was due to overall customer activity for both commercial and individual customers, with no significant change in any one deposit account. The increase in brokered certificates of deposit was the result of adding relatively shorter term funding on the balance sheet.
Non-interest-bearing deposits comprised 29% of total deposits at each of March 31, 2017 and December 31, 2016, compared to 28% at March 31, 2016.
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").
Borrowed Funds
The following table details Peoples’ short-term and long-term borrowings:
(Dollars in thousands)
March 31,
2017
December 31,
2016
September 30,
2016
June 30,
2016
March 31,
2016
Short-term borrowings:
 
 
 
 
 
FHLB advances
$
32,000

$
231,000

$
90,000

$
103,000

$
63,000

Retail repurchase agreements
73,752

74,607

72,807

70,512

72,068

Total short-term borrowings
105,752

305,607

162,807

173,512

135,068

Long-term borrowings:
 
 
 
 
 
FHLB advances
127,581

98,282

100,743

101,214

66,474

National market repurchase agreements
40,000

40,000

40,000

40,000

40,000

Unamortized debt issuance costs
(45
)
(51
)
(57
)
(63
)
(69
)
Junior subordinated debt securities
6,970

6,924

6,877

6,829

6,783

Total long-term borrowings
174,506

145,155

147,563

147,980

113,188

Total borrowed funds
$
280,258

$
450,762

$
310,370

$
321,492

$
248,256

Peoples' short-term FHLB advances generally consist of overnight borrowings maintained in connection with the management of Peoples' daily liquidity position. Peoples' short-term FHLB advances decreased $199.0 million compared to the fourth quarter of 2016 as deposit growth funded loan growth during the first quarter of 2017. Peoples continually evaluates the overall balance sheet position given the interest rate environment.
In light of the recent interest rate environment, Peoples took action on $80 million of long-term borrowings that were scheduled to mature in 2018, with interest rates ranging from 2.79% to 3.92%. During the first quarter of 2017, and throughout 2016, these actions included:
On January 27, 2017, Peoples entered into two $10.0 million forward starting interest rate swaps, which will become effective in 2018 and mature between 2025 and 2027, with interest rates ranging from 2.47% to 2.53%.
During the fourth quarter of 2016, Peoples entered into two $5.0 million forward starting interest rate swaps, which become effective in 2018 and mature in 2022 and 2026, with interest rates of 1.56% and 1.83%.
During the second quarter of 2016, Peoples executed the following transactions to take advantage of the low interest rates, which included:
Peoples restructured $20.0 million of FHLB borrowings that had a weighted-average rate of 2.97%, resulting in a $700,000 loss. Peoples replaced these borrowings with a long-term FHLB advance, which had an interest rate of 2.17% and matures in 2026.
Peoples entered into three $10.0 million forward starting interest rate swaps, which become effective in 2018 and mature between 2023 and 2025, with interest rates ranging from 1.49% to 1.56%.


55

Table of Contents

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.
Additional information regarding Peoples' interest rate swaps can be found in Note 9 of the Notes to the Unconsolidated Financial Statements.

Capital/Stockholders’ Equity
At March 31, 2017, 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 existing 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, the tier 1 capital ratio and the total risk-based capital ratio. At March 31, 2017, Peoples' had a capital conservation buffer of 6.27%, 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 March 31, 2017.
The following table details Peoples' risk-based capital levels and corresponding ratios:
(Dollars in thousands)
March 31,
2017
December 31,
2016
September 30,
2016
June 30,
2016
March 31,
2016
Capital Amounts:
 
 
 
 
 
Common Equity Tier 1
$
310,856

$
306,506

$
301,222

$
295,148

$
288,787

Tier 1
317,826

313,430

308,099

301,977

295,569

Total (Tier 1 and Tier 2)
340,147

334,957

328,948

322,413

314,896

Net risk-weighted assets
$
2,382,874

$
2,373,359

$
2,309,951

$
2,265,022

$
2,203,776

Capital Ratios:
 
 
 
 
 
Common Equity Tier 1
13.05
%
12.91
%
13.04
%
13.03
%
13.10
%
Tier 1
13.34
%
13.21
%
13.34
%
13.33
%
13.41
%
Total (Tier 1 and Tier 2)
14.27
%
14.11
%
14.24
%
14.23
%
14.29
%
Leverage ratio
9.60
%
9.66
%
9.71
%
9.56
%
9.45
%
Peoples' capital ratios increased compared to December 31, 2016, largely due to net income increasing stockholders' equity, along with relatively stable net risk-weighted assets. Compared to March 31, 2016, the declines in capital ratios were mostly attributable to increases in net risk-weighted assets due to loan growth. 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.


56

Table of Contents

The following table reconciles the calculation of these non-GAAP financial measures to amounts reported in Peoples' Unaudited Consolidated Financial Statements:
(Dollars in thousands)
March 31,
2017
December 31,
2016
September 30,
2016
June 30,
2016
March 31,
2016
Tangible equity:
 
 
 
 
 
Total stockholders' equity
$
443,009

$
435,261

$
440,637

$
437,753

$
428,486

Less: goodwill and other intangible assets
145,505

146,018

147,005

147,971

148,997

Tangible equity
$
297,504

$
289,243

$
293,632

$
289,782

$
279,489



 
 
 
 
Tangible assets:
 
 
 
 
 
Total assets
$
3,459,276

$
3,432,348

$
3,363,585

$
3,333,455

$
3,294,929

Less: goodwill and other intangible assets
145,505

146,018

147,005

147,971

148,997

Tangible assets
$
3,313,771

$
3,286,330

$
3,216,580

$
3,185,484

$
3,145,932

 
 
 
 
 
 
Tangible book value per common share:
 
 
 
 
Tangible equity
$
297,504

$
289,243

$
293,632

$
289,782

$
279,489

Common shares outstanding
18,270,508

18,200,067

18,195,986

18,185,708

18,157,932

 
 
 
 
 
 
Tangible book value per common share
$
16.28

$
15.89

$
16.14

$
15.93

$
15.39

 
 
 
 
 
 
Tangible equity to tangible assets ratio:
 
 
 
 
Tangible equity
$
297,504

$
289,243

$
293,632

$
289,782

$
279,489

Tangible assets
$
3,313,771

$
3,286,330

$
3,216,580

$
3,185,484

$
3,145,932

 
 
 
 
 
 
Tangible equity to tangible assets
8.98
%
8.80
%
9.13
%
9.10
%
8.88
%
The increase in the tangible equity to tangible assets ratio at March 31, 2017 compared to December 31, 2016 was mostly due to net income, coupled with a slight recovery in the market value of investment securities. Compared to March 31, 2016, tangible equity to tangible assets increased, mainly due to the quarterly net income. Peoples' tangible book value increased 2% compared to December 31, 2016, and 6% compared to March 31, 2016. The increases were driven by higher tangible equity due to quarterly net income.
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.
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 of IRR. The methods used by the ALCO to assess IRR remain unchanged from those disclosed in Peoples' 2016 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 (Decrease) in
Net Interest Income
 
Estimated Decrease in Economic Value of Equity
(in Basis Points)
March 31, 2017
 
December 31, 2016
 
March 31, 2017
 
December 31, 2016
300
$
3,074

 
2.8
%
 
$
(1,100
)
(1.0
)%
 
$
(94,698
)
 
(14.0
)%
 
$
(88,004
)
(15.0
)%
200
2,709

 
2.5
%
 
83

0.1
 %
 
(64,940
)
 
(9.6
)%
 
(57,925
)
(9.9
)%
100
1,753

 
1.6
%
 
603

0.6
 %
 
(32,919
)
 
(4.9
)%
 
(27,441
)
(4.7
)%
At March 31, 2017, 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' Unaudited 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 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 March 31, 2017, Peoples had 7 interest rate swaps with a notional value of $60.0 million.
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' 2016 Form 10-K.
At March 31, 2017, Peoples had liquid assets of $128.3 million, which represented 3.3% of total assets and unfunded commitments. This amount exceeded the minimal level of $76.8 million, or 2% of total loans and unfunded commitments, currently required under Peoples' liquidity policy. Peoples also had an additional $72.7 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 performance 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.
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


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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)
March 31,
2017
December 31,
2016
September 30,
2016
June 30,
2016
March 31,
2016
Home equity lines of credit
$
86,037

$
85,024

$
83,267

$
85,139

$
84,826

Unadvanced construction loans
116,168

119,075

100,484

88,342

70,389

Other loan commitments
267,132

269,669

268,259

242,914

245,679

Loan commitments
$
469,337

$
473,768

$
452,010

$
416,395

$
400,894

Standby letters of credit
$
25,797

$
25,651

$
27,072

$
22,065

$
22,376

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 March 31, 2017.  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 March 31, 2017, 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 accounting treatment of the interest rate swaps entered into by Peoples 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 March 31, 2017, Peoples had 7 interest rate swaps with a notional value of $60.0 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 March 31, 2017, the termination value of derivatives in a net asset position, which includes accrued interest but excludes any adjustment for nonperformance risk, related to these agreements was $1.6 million. As of March 31, 2017, Peoples has no minimum collateral posting thresholds with certain of its derivative counterparties and has posted collateral of $5.0 million against its obligations under these agreements. If Peoples had breached any of these provisions at March 31, 2017, 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’ 2016 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 March 31, 2017:
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)
January 1 -31, 2017
1,535

(2)(3) 
$
31.52

 

$
15,049,184

February 1- 28, 2017
6,891

(2) 
$
31.58

 

15,049,184

March 1- 31, 2017
333

(3) 
$
32.75

 

15,049,184

Total
8,759

 
$
31.61

 

$
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 $20.0 million of its outstanding common shares. No common shares were purchased under this share repurchase program during the three months ended March 31, 2017.
(2)
Information reported includes 468 common shares and 6,891 common shares withheld in January and February, respectively, to pay income tax associated with vested restricted common shares.
(3)
Information reported includes 1,067 and 333 common shares purchased in open market transactions during January and March, respectively, by Peoples Bank under the Rabbi Trust Agreement. The Rabbi Trust Agreement establishes a rabbi trust that holds assets to provide funds for the payment of the benefits under the Peoples Bancorp Inc. Third Amended and Restated Deferred Compensation Plan for Directors of Peoples Bancorp Inc. and Subsidiaries.


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 64.


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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:
April 27, 2017
By: /s/
CHARLES W. SULERZYSKI
 
 
 
Charles W. Sulerzyski
 
 
 
President and Chief Executive Officer
 
 
 
 
 
 
 
 
Date:
April 27, 2017
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 MARCH 31, 2017
 
Exhibit
Number
 
 
Description
 
 
Exhibit Location
 
 
 
 
 
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)
 
 
 
 
 
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
 
 
 
 
 


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EXHIBIT INDEX
 
PEOPLES BANCORP INC. QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2017
 
Exhibit
Number
 
 
Description
 
 
Exhibit Location
10.1
 
Change in Control Agreement between Peoples Bancorp Inc. and Douglas V. Wyatt (adopted May 2, 2016)*
 
Filed herewith
 
 
 
 
 
10.2
 
Form of Peoples Bancorp Inc. Second Amended and Restated 2006 Equity Plan Performance-Based Restricted Stock Agreement used and to be used to evidence awards of performance-based restricted stock granted to employees of Peoples Bancorp Inc. on and after (January 29, 2015)*
 
Filed herewith
 
 
 
 
 
10.3
 
Form of Peoples Bancorp Inc. Second Amended and Restated 2006 Equity Plan Performance-Based Restricted Stock Award Agreement used and to be used to evidence awards of performance-based restricted stock granted to executive officers of Peoples Bancorp Inc. on and after (January 29, 2015)*
 
Incorporated herein by reference to Exhibit 10.1 to Peoples’ Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2015 (File No. 0-16772)
 
 
 
 
 
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 March 31, 2017 of Peoples Bancorp Inc. are the following documents formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets (unaudited) at March 31, 2017 and December 31, 2016; (ii) Consolidated Statements of Income (unaudited) for the three months ended March 31, 2017 and 2016; (iii) Consolidated Statements of Comprehensive Income (unaudited) for the three months ended March 31, 2017 and 2016; (iv) Consolidated Statement of Stockholders' Equity (unaudited) for the three months ended March 31, 2017; (v) Condensed Consolidated Statements of Cash Flows (unaudited) for the three months ended March 31, 2017 and 2016; and (vi) Notes to the Unaudited Consolidated Financial Statements.


63