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PEOPLES BANCORP INC - Quarter Report: 2018 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, 2018
                                                                                        
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: 19,525,101 common shares, without par value, at April 25, 2018.



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
 
March 31,
2018
December 31,
2017
 
(Dollars in thousands)
(Unaudited)
 
Assets
 
 
Cash and due from banks
$
55,197

$
58,121

Interest-bearing deposits in other banks
17,432

14,073

Total cash and cash equivalents
72,629

72,194

Available-for-sale investment securities, at fair value (amortized cost of $808,689 at March 31, 2018 and $797,732 at December 31, 2017) (a)
790,910

795,187

Held-to-maturity investment securities, at amortized cost (fair value of $39,440 at March 31, 2018 and $41,213 at December 31, 2017)
39,651

40,928

Other investment securities (a)
46,756

38,371

Total investment securities
877,317

874,486

Loans, net of deferred fees and costs
2,402,328

2,357,137

Allowance for loan losses
(18,798
)
(18,793
)
Net loans
2,383,530

2,338,344

Loans held for sale
3,581

2,510

Bank premises and equipment, net
56,247

52,510

Bank owned life insurance
62,644

62,176

Goodwill
133,111

133,111

Other intangible assets
10,709

11,465

Other assets
35,161

34,890

Total assets
$
3,634,929

$
3,581,686

Liabilities
 
 
Deposits:
 
 
Non-interest-bearing
$
570,804

$
556,010

Interest-bearing
2,242,377

2,174,320

Total deposits
2,813,181

2,730,330

Short-term borrowings
203,475

209,491

Long-term borrowings
123,481

144,019

Accrued expenses and other liabilities
37,977

39,254

Total liabilities
3,178,114

3,123,094

Stockholders’ equity
 
 
Preferred stock, no par value, 50,000 shares authorized, no shares issued at March 31, 2018 and December 31, 2017


Common stock, no par value, 24,000,000 shares authorized, 18,956,838 shares issued at March 31, 2018 and 18,952,385 shares issued at December 31, 2017, including shares in treasury
344,233

345,412

Retained earnings (b)
143,297

134,362

Accumulated other comprehensive loss, net of deferred income taxes (b)
(16,062
)
(5,215
)
Treasury stock, at cost, 630,440 shares at March 31, 2018 and 702,449 shares at December 31, 2017
(14,653
)
(15,967
)
Total stockholders’ equity
456,815

458,592

Total liabilities and stockholders’ equity
$
3,634,929

$
3,581,686

(a) As of January 1, 2018, Peoples adopted ASU 2016-01, resulting in the reclassification of equity securities (including those held in participant accounts in the non-qualified deferred compensation plan) from available-for-sale investment securities to other investment securities. At December 31, 2017, $7.8 million of equity securities were included in available-for-sale investment securities, and at March 31, 2018, $8.4 million of equity securities were included in other investment securities.
(b) As of January 1, 2018, Peoples adopted ASU 2014-09 (which resulted in a reduction to retained earnings and an increase in other liabilities of $3.1 million, net of federal income taxes, to reflect uncompleted contracts in the initial application of the guidance) and ASU 2016-01 (which resulted in the reclassification of $5.0 million in net unrealized gains on equity securities from accumulated other comprehensive loss to retained earnings).
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)
2018
2017
Interest income:
 
 
Interest and fees on loans
$
26,881

$
24,299

Interest and dividends on taxable investment securities
5,650

4,709

Interest on tax-exempt investment securities
643

794

Other interest income
52

15

Total interest income
33,226

29,817

Interest expense:
 
 
Interest on deposits
2,213

1,487

Interest on short-term borrowings
968

251

Interest on long-term borrowings
686

1,134

Total interest expense
3,867

2,872

Net interest income
29,359

26,945

Provision for loan losses
1,983

624

Net interest income after provision for loan losses
27,376

26,321

Non-interest income:
 
 
Insurance income
4,655

4,102

Trust and investment income
3,068

2,682

Electronic banking income
2,785

2,561

Deposit account service charges
2,120

2,429

Bank owned life insurance income
468

493

Mortgage banking income
351

387

Commercial loan swap fees
116

268

Net gain (loss) on asset disposals and other transactions
74

(3
)
Net gain on investment securities
1

340

Other non-interest income (a)
1,331

412

Total non-interest income
14,969

13,671

Non-interest expense:
 
 
Salaries and employee benefit costs
15,990

15,496

Net occupancy and equipment expense
2,866

2,713

Professional fees
1,718

1,610

Electronic banking expense
1,528

1,514

Data processing and software expense
1,322

1,142

Amortization of other intangible assets
754

863

Franchise tax expense
644

583

FDIC insurance expense
366

433

Communication expense
344

410

Marketing expense
325

280

Foreclosed real estate and other loan expenses
228

196

Other non-interest expense
2,136

2,091

Total non-interest expense
28,221

27,331

Income before income taxes
14,124

12,661

Income tax expense
2,383

3,852

  Net income
$
11,741

$
8,809

Earnings per common share - basic
$
0.64

$
0.49

Earnings per common share - diluted
$
0.64

$
0.48

Weighted-average number of common shares outstanding - basic
18,126,089

18,029,991

Weighted-average number of common shares outstanding - diluted
18,256,035

18,192,957

Cash dividends declared
$
4,771

$
3,634

Cash dividends declared per common share
$
0.26

$
0.20

(a) As of January 1, 2018, Peoples adopted ASU 2016-01, resulting in a net gain of $460,000 during the 1st quarter of 2018.

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)
2018
2017
Net income
$
11,741

$
8,809

Other comprehensive income:
 
 
Available-for-sale investment securities:
 
 
Gross unrealized holding (loss) gain arising in the period
(10,113
)
3,412

Related tax benefit (expense)
2,124

(1,194
)
Less: reclassification adjustment for net gain included in net income
1

340

Related tax expense

(119
)
Amounts reclassified out of accumulated other comprehensive loss per ASU 2016-01 (a)
(5,020
)

Related tax benefit
1,054


Net effect on other comprehensive (loss) income
(11,956
)
1,997

Defined benefit plans:
 
 
Net gain arising during the period

1

Amortization of unrecognized loss and service cost on benefit plans
26

23

Related tax expense
(6
)
(8
)
Net effect on other comprehensive income
20

16

Cash flow hedges:
 
 
Net gain (loss) arising during the period
1,378

(103
)
  Related tax (expense) benefit
(289
)
36

Net effect on other comprehensive income (loss)
1,089

(67
)
Total other comprehensive (loss) income, net of tax expense
(10,847
)
1,946

Total comprehensive income
$
894

$
10,755

(a)
As of January 1, 2018, Peoples adopted ASU 2016-01, which resulted in the reclassification of $5.0 million in net unrealized gains
on equity securities from accumulated other comprehensive loss to retained earnings.
See Notes to the Unaudited Consolidated Financial Statements



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CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (Unaudited)
 
 
 
Accumulated Other Comprehensive Loss
 
Total Stockholders' Equity
 
Common Shares
Retained Earnings
Treasury Stock
(Dollars in thousands)
Balance, December 31, 2017
$
345,412

$
134,362

$
(5,215
)
$
(15,967
)
$
458,592

Amounts reclassified out of retained earnings net of tax per ASU 2014-09

(3,055
)


(3,055
)
Net income

11,741



11,741

Other comprehensive income, net of tax

5,020

(10,847
)

(5,827
)
Cash dividends declared

(4,771
)


(4,771
)
Exercise of stock appreciation rights
(3
)


3


Reissuance of treasury stock for common stock awards
(2,281
)


2,281


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



2

2

Repurchase of treasury stock in connection with employee incentive plan and under compensation plan for Boards of Directors



(1,056
)
(1,056
)
Common shares issued under dividend reinvestment plan
161




161

Common shares issued under compensation plan for Boards of Directors
(84
)


84


Stock-based compensation expense
1,028




1,028

Balance, March 31, 2018
$
344,233

$
143,297

$
(16,062
)
$
(14,653
)
$
456,815

 
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)
2018
2017
Net cash provided by operating activities
$
11,669

$
13,508

Investing activities:
 
 
Available-for-sale investment securities:
 
 
Purchases
(44,359
)
(41,088
)
Proceeds from sales

555

Proceeds from principal payments, calls and prepayments
29,582

32,064

Held-to-maturity investment securities:
 
 
Purchases

(1,310
)
Proceeds from principal payments
1,184

336

Other investment securities:
 
 
Purchases
(198
)

Proceeds from sales
110


Net increase in loans
(46,404
)
(23,528
)
Net expenditures for bank premises and equipment
(1,476
)
(490
)
Proceeds from sales of (increase in) other real estate owned
104

(16
)
Business acquisitions, net of cash received

(450
)
Return of limited partnership and tax credit funds
1

634

Net cash used in investing activities
(61,456
)
(33,293
)
Financing activities:
 

 

Net increase in non-interest-bearing deposits
14,794

50,626

Net increase in interest-bearing deposits
68,050

141,809

Net decrease in short-term borrowings
(26,016
)
(199,855
)
Proceeds from long-term borrowings

30,000

Payments on long-term borrowings
(587
)
(701
)
Cash dividends paid
(4,741
)
(3,518
)
Repurchase of treasury stock in connection with employee incentive plan and compensation plan for Boards of Directors to be held as treasury stock
(1,056
)
(288
)
Proceeds from issuance of common shares
2

3

Contingent consideration payments made after a business combination
(224
)
(122
)
Net cash provided by financing activities
50,222

17,954

Net increase (decrease) in cash and cash equivalents
435

(1,831
)
Cash and cash equivalents at beginning of period
72,194

66,146

Cash and cash equivalents at end of period
$
72,629

$
64,315

 
 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, 2017 (“Peoples' 2017 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’ 2017 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, 2018 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.  Intercompany accounts and transactions have been eliminated.  The Consolidated Balance Sheet at December 31, 2017, contained herein, has been derived from the audited Consolidated Balance Sheet included in Peoples’ 2017 Form 10-K. 
The preparation of the consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes.  Results of operations for interim periods are not necessarily indicative of the results to be expected for the full year, due in part to seasonal variations and unusual or infrequently occurring items.
New Accounting Pronouncements: From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board ("FASB") or other standard setting bodies that are adopted by Peoples as of the required effective dates.
Accounting Standards Update ("ASU") 2018-05 - Income Taxes (Topic 740): Amendment to clarify situations where a registrant does not have the necessary information available, prepared, or analyzed in reasonable detail to complete the accounting under ASC 740 for certain income tax effects of the Tax Cuts and Jobs Act for the reporting period. As of December 31, 2017, Peoples partially completed the accounting for the tax effects of enactment of the Tax Cuts and Jobs Act; however, in certain cases, Peoples made reasonable estimates of the effects of a reduced federal corporate income tax rate on its existing deferred tax balances. In other cases, Peoples has not been able to make a reasonable estimate and continued to account for those items based on its existing accounting under ASC 740, and the provisions of the tax laws that were in effect immediately prior to enactment of the Tax Cuts and Jobs Act. In all cases, Peoples will continue to make and refine its calculations during the one-year re-measurement period as additional analysis is completed. In addition, these estimates may be affected as Peoples gains a more thorough understanding of the new tax reform legislation.
ASU 2018-04 - Investments - Debt Securities (Topic 320) and Regulated Operations (Topic 980): The amendment in this ASU adds, amends and supersedes various paragraphs that contain SEC guidance in ASC 320, Investments-Debt Securities and ASC 980, Regulated Operations. The amendments in this ASU are effective when a registrant adopts ASU 2016-01, which for Peoples, was January 1, 2018. This amendment is not expected to have an impact on Peoples' consolidated financial statements.
ASU 2018-02 - Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. Peoples early adopted ASU 2018-02, reclassifying income tax effects of the Tax Cuts and Jobs Act of $0.9 million from accumulated other comprehensive loss to retained earnings as of December 31, 2017.
ASU 2017-12 - Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. The amendments in this ASU better align an entity’s risk management activities and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships, and the presentation of hedge results. To meet that objective, the amendments expand and refine hedge accounting for both nonfinancial and financial risk components, and align the recognition and presentation of the effects of the hedging instrument and the hedged


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item in the financial statements. 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' consolidated financial statements.
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 allowance for loan loss 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 guidance issued at the end of 2016. Peoples has not yet determined 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.
ASU 2016-02 - Leases (Topic 842): This ASU was issued to improve the financial reporting of leasing activities and provide a faithful representation of leasing transactions and improve understanding and comparability of a lessee's financial statements. Under the new accounting guidance, a lessee will be required to recognize assets and liabilities for leases with lease terms of more than 12 months. This ASU will require both finance and operating leases to be recognized on the balance sheet. This ASU will affect all companies and organizations that lease real estate. The FASB issued an update in January 2018 (ASU 2018-01) providing an optional transition practical expedient to not evaluate under Topic 842 land easements that exist or expired before the entity's adoption of Topic 842. This ASU will become 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' consolidated financial statements.
Note 2 Fair Value of Assets and Liabilities
Fair value represents the amount expected to be received to sell an asset or paid to transfer a liability in its principal or most advantageous market in an orderly transaction between market participants at the measurement date. In accordance with fair value accounting guidance, Peoples measures, records, and reports various types of assets and liabilities at fair value on either a recurring or non-recurring basis in the Consolidated Financial Statements. Those assets and liabilities are presented below in the sections entitled “Assets and Liabilities Required to be Measured and Reported at Fair Value on a Recurring Basis” and “Assets and Liabilities Required to be Measured and Reported at Fair Value on a Non-Recurring Basis.”
Depending on the nature of the asset or liability, Peoples uses various valuation methodologies and assumptions to estimate fair value. The measurement of fair value under US GAAP uses a hierarchy intended to maximize the use of observable inputs and minimize the use of unobservable inputs.  This hierarchy uses three levels of inputs to measure the fair value of assets and liabilities as follows:
Level 1: Quoted prices in active exchange markets for identical assets or liabilities; also includes certain U.S. Treasury and other U.S. government and agency securities actively traded in over-the-counter markets.
Level 2: Observable inputs other than Level 1 including quoted prices for similar assets or liabilities, quoted prices in less active markets, or other observable inputs that can be corroborated by observable market data; also includes derivative contracts whose value is determined using a pricing model with observable market inputs or can be derived principally from, or corroborated by, observable market data.  This category generally includes certain U.S. government and agency securities, corporate debt securities, derivative instruments, and residential mortgage loans held for sale.
Level 3: Unobservable inputs supported by little or no market activity for financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments


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for which the determination of fair value requires significant management judgment or estimation; also includes observable inputs for single dealer nonbinding quotes not corroborated by observable market data. This category generally includes certain private equity investments, retained interests from securitizations, and certain collateralized debt obligations.
Assets and liabilities are assigned to a level within the fair value hierarchy based on the lowest level of significant input used to measure fair value. Assets and liabilities may change levels within the fair value hierarchy due to market conditions or other circumstances. Those transfers are recognized on the date of the event that prompted the transfer. There were no transfers of assets or liabilities required to be measured at fair value on a recurring basis between levels of the fair value hierarchy during the periods presented.
Assets and Liabilities Required to be Measured and Reported at Fair Value on a Recurring Basis
The following table provides the fair value for assets and liabilities required to be measured and reported at fair value on a recurring basis in the Consolidated Balance Sheets by level in the fair value hierarchy.
 
Recurring Fair Value Measurements at Reporting Date
 
March 31, 2018
 
December 31, 2017
(Dollars in thousands)
Level 1
Level 2
Level 3
 
Level 1
Level 2
Level 3
 
Assets:
 
 
 
 
 
 
 
Securities available-for-sale:
 
 
 
 
 
 
 
Obligations of:
 
 
 
 
 
 
 
States and political subdivisions
$

$
97,205

$

 
$

$
101,569

$

Residential mortgage-backed securities

681,746


 

673,664


Commercial mortgage-backed securities

6,864


 

6,976


Bank-issued trust preferred securities

5,095


 

5,129


Equity securities (a)



 
7,694

155

 
Total available-for-sale securities

790,910


 
7,694

787,493


Securities held-to-maturity:
 
 
 
 
 
 
 
Obligations of:
 
 
 
 
 
 
 
States and political subdivisions

4,300


 

4,417


Residential mortgage-backed securities

30,978


 

32,227


Commercial mortgage-backed securities

4,162


 

4,569


Total held-to-maturity securities

39,440


 

41,213


Equity securities (a)
7,311

160


 



Derivative assets (b)

6,633


 

4,594


Liabilities:
 
 
 
 
 
 
 
Derivative liabilities (c)
$

$
3,870

$

 
$

$
3,241

$

(a) As of January 1, 2018, Peoples adopted ASU 2016-01, resulting in the reclassification of equity securities from available-for-sale investment
securities to other investment securities. As of December 31, 2017, equity securities had a net unrealized gain of $6.5 million.
(b) Included in other assets on the Consolidated Balance Sheets. For additional information, see Note 9 of the Notes to the Unaudited Consolidated Financial Statements.
(c) Included in other liabilities on the Consolidated Balance Sheets. For additional information, see Note 9 of the Notes to the Unaudited Consolidated Financial Statements.
Securities Available-for-Sale and Held-to-Maturity: 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) 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.
Equity Securities: The fair value of Peoples' equity securities are obtained from quoted prices in active exchange markets for identical assets or liabilities (Level 1) or quoted prices in less active markets (Level 2).
Derivative Assets/Liabilities: Derivative assets/liabilities are recognized in the Consolidated Balance Sheets at their fair value within other assets/liabilities. 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).


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Assets and Liabilities Required to be Measured and Reported at Fair Value on a Non-Recurring Basis
The following table provides the fair value for each class of assets and liabilities required to be measured and reported at fair value on a non-recurring basis in the Consolidated Balance Sheets by level in the fair value hierarchy.
 
Non-Recurring Fair Value Measurements at Reporting Date
 
March 31, 2018
 
December 31, 2017
(Dollars in thousands)
Level 1
Level 2
Level 3
 
Level 1
Level 2
Level 3
 
Impaired loans
$

$

$
20,386

 
$

$

$
20,602

Loans held for sale


3,581

 


2,510

Other real estate owned (OREO)


99

 


208

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 the market value provided by independent, licensed or certified appraisers (Level 3), less estimated selling costs. At March 31, 2018, impaired loans had an aggregate outstanding principal balance of $25.2 million.  For the three months ended March 31, 2018, Peoples recognized $20,000 of losses on impaired loans, through the allowance for loan losses.
Loans Held for Sale: Loans originated and intended to be sold in the secondary market, generally one-to-four family residential loans, are carried at the lower of cost or estimated fair value determined on an aggregate basis (Level 3).
Other Real Estate Owned: Other real estate owned ("OREO"), included in other assets on the Consolidated Balance Sheets, is comprised primarily of commercial and residential real estate properties acquired by Peoples in satisfaction of a loan. OREO obtained in satisfaction of a loan is recorded at the lower of cost or estimated fair value, less estimated costs to sell the property (Level 3).
Financial Instruments Not Required to be Measured or Reported at Fair Value
The following table provides the carrying amount for each class of assets and liabilities and the fair value for certain financial instruments that are not required to be measured or reported at fair value in the Consolidated Balance Sheets.
 
Fair Value Measurements of Other Financial Instruments
(Dollars in thousands)
Fair Value Hierarchy Level
March 31, 2018
 
December 31, 2017
Carrying Amount
Fair Value
 
Carrying Amount
Fair Value
 
Assets:
 
 
 
 
 
 
Cash and cash equivalents
1
$
72,629

$
72,629

 
$
72,194

$
72,194

Other investment securities:
 
 
 
 
 
 
FHLB stock
2
28,132

28,132

 
28,132

28,132

FRB stock
2
10,179

10,179

 
10,179

10,179

Non-qualified deferred comp (a)
2
914

914

 


FHLMC stock
2
60

60

 
60

60

Total other investment securities
 
39,285

39,285

 
38,371

38,371

Loans
3
2,383,530

2,297,373

 
2,338,344

2,274,194

Bank owned life insurance (BOLI)
3
62,644

62,644

 
62,176

62,176

Bank premises and equipment, net
3
56,247

56,247

 
52,510

52,510

Servicing rights (b)
3
2,303

2,303

 
2,305

2,305

Liabilities:
 
 
 
 
 
 
Deposits
2
$
2,813,181

$
2,809,738

 
$
2,730,330

$
2,730,071

Short-term borrowings
2
203,475

203,494

 
209,491

209,628

Long-term borrowings
2
123,481

119,817

 
144,019

142,108

(a) As of January 1, 2018, Peoples adopted ASU 2016-01, resulting in the reclassification of equity securities (including those held in participant accounts in the non-qualified deferred compensation plan) from available-for-sale investment securities to other investment securities.
(b) Included in other intangible assets on the Consolidated Balance Sheets. Servicing rights are carried at the lower of cost or


11

Table of Contents

market.
 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:
Cash and Cash Equivalents: Cash and cash equivalents include cash on hand, balances due from other banks, interest-bearing deposits in other banks, federal funds sold and other short-term investments with original maturities of ninety days or less (Level 1).
Other Investment Securities: Certain restricted equity securities that do not have readily determinable fair values and for which Peoples does not exercise significant influence, are carried at cost. These cost method securities are reported as other investment securities on the Consolidated Balance Sheets and consist primarily of shares of the Federal Home Loan Bank of Cincinnati (the “FHLB”) and the Federal Reserve Bank of Cleveland (the "FRB") (Level 2).
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).  In the current whole loan market, financial investors are generally requiring a 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. 
Bank Owned Life Insurance: Peoples’s bank owned life insurance policies are recorded at their cash surrender value (Level 3). Peoples recognizes tax-exempt income from the periodic increases in the cash surrender value of these policies and from death benefits.
Bank Premises and Equipment: Bank premises and equipment are stated at cost less accumulated depreciation. Depreciation is computed on the straight-line method over the estimated useful lives of the related assets owned. Major improvements to leased facilities are capitalized and included in bank premises at cost less accumulated depreciation, which is calculated on the straight-line method over the lesser of the remaining term of the leased facility or the estimated economic life of the improvement (Level 3).
Servicing Rights ("SRs"): SRs are recorded at fair value at the time of the sale of the loans to the third-party investor. Peoples follows the amortization method for the subsequent measurement of each class of separately recognized servicing assets and liabilities. Under the amortization method, Peoples amortizes the value of servicing assets or liabilities in proportion to, and over the period of, estimated net servicing income or net servicing loss, and assesses servicing assets or liabilities for impairment or increased obligation based on the fair value at each reporting date. The fair value of the SRs is determined by using a discounted cash flow model, which estimates the present value of the future net cash flows of the servicing portfolio based on various factors, such as servicing costs, expected prepayment speeds and discount rates (Level 3).
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).
Short-term Borrowings: The fair value of short-term borrowings is estimated using discounted cash flow analysis based on rates currently available to Peoples for borrowings with similar terms (Level 2). 
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). 
Certain financial assets and financial liabilities that are not required to be measured or reported at fair value can be subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment).  These financial assets and liabilities include the following: customer relationships, deposit base, banking center networks, and other information required to compute Peoples’ aggregate fair value that are not included in the above information.  Accordingly, the above fair values are not intended to represent the aggregate fair value of Peoples.




12

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, 2018
 
 
 
 
Obligations of:
 
 
 
 
States and political subdivisions
$
96,730

$
1,052

$
(577
)
$
97,205

Residential mortgage-backed securities
699,788

2,195

(20,237
)
681,746

Commercial mortgage-backed securities
6,974


(110
)
6,864

Bank-issued trust preferred securities
5,197

116

(218
)
5,095

Total available-for-sale securities
$
808,689

$
3,363

$
(21,142
)
$
790,910

December 31, 2017
 
 
 
 
Obligations of:
 
 
 
 
States and political subdivisions
100,039

1,786

(256
)
101,569

Residential mortgage-backed securities
684,100

2,582

(13,018
)
673,664

Commercial mortgage-backed securities
7,004

11

(39
)
6,976

Bank-issued trust preferred securities
5,195

141

(207
)
5,129

Equity securities (a)
1,394

6,520

(65
)
7,849

Total available-for-sale securities
$
797,732

$
11,040

$
(13,585
)
$
795,187

(a) As of January 1, 2018, Peoples adopted ASU 2016-01, resulting in the reclassification of equity securities from available-for-sale investment
securities to other investment securities.

Peoples' investment in equity securities was comprised largely of common stocks issued by various unrelated bank holding companies at both March 31, 2018 and December 31, 2017.  At December 31, 2017, there were no equity securities of a single issuer that exceeded 10% of stockholders' equity.
The gross gains and gross losses realized by Peoples from sales of available-for-sale securities for the periods ended March 31 were as follows:
 
 
Three Months Ended
 
March 31,
(Dollars in thousands)
2018
2017
Gross gains realized
$
2

$
340

Gross losses realized
1


Net gain (loss) realized
$
1

$
340

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.


13

Table of Contents


The following table presents a summary of available-for-sale investment securities that had an unrealized loss:
 
Less than 12 Months
 
12 Months or More
 
Total
(Dollars in thousands)
Fair
Value
Unrealized Loss
No. of Securities
 
Fair
Value
Unrealized Loss
No. of Securities
 
Fair
Value
Unrealized Loss
March 31, 2018
 
 
 
 
 
 
 
 
 
 
Obligations of:
 
 
 
 
 
 
 
 
 
 
States and political subdivisions
$
26,370

$
306

37

 
$
5,095

$
271

2

 
$
31,465

$
577

Residential mortgage-backed securities
321,636

7,396

95

 
279,802

12,841

86

 
601,438

20,237

Commercial mortgage-backed securities
5,609

93

2

 
1,256

17

1

 
6,865

110

Bank-issued trust preferred securities



 
2,782

218

3

 
2,782

218

Total
$
353,615

$
7,795

134

 
$
288,935

$
13,347

92

 
$
642,550

$
21,142

December 31, 2017
 
 
 
 
 
 
 
 
 
 
Obligations of:
 
 
 
 
 
 
 
 
 
 
States and political subdivisions
$
16,985

$
89

18

 
$
5,308

$
167

1

 
$
22,293

$
256

Residential mortgage-backed securities
274,998

3,462

77

 
291,812

9,556

88

 
566,810

13,018

Commercial mortgage-backed securities
2,487

23

1

 
1,274

16

1

 
3,761

39

Bank-issued trust preferred securities



 
2,792

207

3

 
2,792

207

Equity securities (a)
276

1

1

 
112

64

1

 
388

65

Total
$
294,746

$
3,575

97

 
$
301,298

$
10,010

94

 
$
596,044

$
13,585

(a) As of January 1, 2018, Peoples adopted ASU 2016-01, resulting in the reclassification of equity securities from available-for-sale investment securities to other investment securities.

Management systematically evaluates available-for-sale investment securities for other-than-temporary declines in fair value on a quarterly basis.  At March 31, 2018, 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, 2018 and December 31, 2017 were largely attributable to changes in market interest rates and spreads since the securities were purchased.
At March 31, 2018, approximately 99% 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 1%, 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 $0.5 million and $0.3 million, respectively. Management analyzed the underlying credit quality of these securities and concluded the unrealized losses were primarily attributable to the floating rate nature of these investments and the low number of loans remaining in these securities.
Furthermore, the 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, 2018 were primarily attributable to the floating-rate nature of those investments, the current interest rate environment and spreads within that sector.


14

Table of Contents

The table below presents the amortized cost, fair value and total weighted-average yield of available-for-sale securities by contractual maturity at March 31, 2018.  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.  
 
(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
$
1,294

$
10,503

$
30,295

$
54,638

$
96,730

Residential mortgage-backed securities
439

14,398

40,311

644,640

699,788

Commercial mortgage-backed securities

5,701


1,273

6,974

Bank-issued trust preferred securities


2,197

3,000

5,197

Total available-for-sale securities
$
1,733

$
30,602

$
72,803

$
703,551

$
808,689

Fair value
 
 
 
 
 
Obligations of:
 
 
 
 
 
States and political subdivisions
$
1,301

$
10,492

$
30,332

$
55,080

$
97,205

Residential mortgage-backed securities
433

14,140

39,654

627,519

681,746

Commercial mortgage-backed securities

5,608


1,256

6,864

Bank-issued trust preferred securities


2,313

2,782

5,095

Total available-for-sale securities
$
1,734

$
30,240

$
72,299

$
686,637

$
790,910

Total weighted-average yield
2.77
%
2.52
%
3.15
%
2.86
%
2.88
%
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, 2018
 
 
 
 
Obligations of:
 
 
 
 
States and political subdivisions
$
3,807

$
493

$

$
4,300

Residential mortgage-backed securities
31,590

192

(804
)
30,978

Commercial mortgage-backed securities
4,254


(92
)
4,162

Total held-to-maturity securities
$
39,651

$
685

$
(896
)
$
39,440

December 31, 2017
 
 
 
 
Obligations of:
 
 
 
 
States and political subdivisions
$
3,810

$
607

$

$
4,417

Residential mortgage-backed securities
32,487

269

(529
)
32,227

Commercial mortgage-backed securities
4,631


(62
)
4,569

Total held-to-maturity securities
$
40,928

$
876

$
(591
)
$
41,213

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, 2018 and 2017.


15

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, 2018
 
 
 
 
 
 
 
 
 
 
Residential mortgage-backed securities
$
5,774

$
48

4

 
$
11,729

$
756

3

 
$
17,503

$
804

Commercial mortgage-backed securities



 
4,162

92

1

 
4,162

92

Total
$
5,774

$
48

4

 
$
15,891

$
848

4

 
$
21,665

$
896

December 31, 2017
 
 
 
 
 
 
 
 
 
 
Residential mortgage-backed securities
$
1,476

$
4

2

 
$
12,098

$
525

3

 
$
13,574

$
529

Commercial mortgage-backed securities



 
4,569

62

1

 
4,569

62

Total
$
1,476

$
4

2

 
$
16,667

$
587

4

 
$
18,143

$
591

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, 2018.  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. 
 
(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
$

$
312

$
2,981

$
514

$
3,807

Residential mortgage-backed securities

439

6,336

24,815

31,590

Commercial mortgage-backed securities



4,254

4,254

Total held-to-maturity securities
$

$
751

$
9,317

$
29,583

$
39,651

Fair value
 
 
 
 
 
Obligations of:
 
 
 
 
 
States and political subdivisions
$

$
312

$
3,459

$
529

$
4,300

Residential mortgage-backed securities

430

6,315

24,233

30,978

Commercial mortgage-backed securities



4,162

4,162

Total held-to-maturity securities
$

$
742

$
9,774

$
28,924

$
39,440

Total weighted-average yield
%
3.16
%
2.79
%
3.53
%
3.35
%
Other Investment 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"), and equity securities. As of January 1, 2018, Peoples adopted ASU 2016-01, resulting in the reclassification of equity securities from available-for-sale investment securities to other investment securities.
The following table summarizes the carrying value of Peoples' other investment securities:
(Dollars in thousands)
March 31, 2018
December 31, 2017
March 31, 2018
 
 
FHLB stock
$
28,132

$
28,132

FRB stock
10,179

10,179

Equity securities (a)
7,471


Other
974

60

Total other investment securities
$
46,756

$
38,371

(a) As of January 1, 2018, Peoples adopted ASU 2016-01, resulting in the reclassification of equity securities from available-for-sale investment
securities to other investment securities.


16

Table of Contents

 
 
 
 
Pledged Securities
Peoples had pledged available-for-sale investment securities with carrying values of $551.1 million and $522.7 million at March 31, 2018 and December 31, 2017, respectively, and held-to-maturity investment securities with carrying values of $17.9 million and $18.3 million at March 31, 2018 and December 31, 2017, 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 $5.0 million and $6.7 million at March 31, 2018 and December 31, 2017, respectively, and held-to-maturity securities with carrying values of $19.0 million and $19.9 million at March 31, 2018 and December 31, 2017, respectively, to secure additional borrowing capacity at the FHLB and the FRB.
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. Loans that were acquired and subsequently re-underwritten, are reported as originated upon execution of such credit actions (for example, renewals and increases in lines of credit). The major classifications of loan balances (in each case, net of deferred fees and costs) excluding loans held for sale, were as follows:
(Dollars in thousands)
March 31,
2018
December 31, 2017
Originated loans:
 
 
Commercial real estate, construction
$
99,757

$
107,118

Commercial real estate, other
627,932

595,447

    Commercial real estate
727,689

702,565

Commercial and industrial
455,243

438,051

Residential real estate
302,890

304,523

Home equity lines of credit
87,722

88,902

Consumer, indirect
347,607

340,390

Consumer, direct
67,386

67,010

   Consumer
414,993

407,400

Deposit account overdrafts
543

849

Total originated loans
$
1,989,080

$
1,942,290

Acquired loans:
 
 
Commercial real estate, construction
$
8,054

$
8,319

Commercial real estate, other
156,115

165,120

    Commercial real estate
164,169

173,439

Commercial and industrial
33,815

34,493

Residential real estate
194,063

184,864

Home equity lines of credit
20,008

20,575

Consumer, indirect
253

329

Consumer, direct
940

1,147

   Consumer
1,193

1,476

Total acquired loans
$
413,248

$
414,847

Loans, net of deferred fees and costs
$
2,402,328

$
2,357,137



17

Table of Contents

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 purchased credit impaired loans included in the loan balances above are summarized as follows:
(Dollars in thousands)
March 31,
2018
December 31,
2017
Commercial real estate, other
$
7,794

$
8,117

Commercial and industrial
718

767

Residential real estate
19,156

19,532

Consumer
27

33

Total outstanding balance
$
27,695

$
28,449

Net carrying amount
$
18,864

$
19,564

Changes in the accretable yield for purchased credit impaired loans for the three months ended March 31, 2018 were as follows:
 
For the three moths ended
(Dollars in thousands)
March 31,
2018
March 31,
2017
Balance, December 31, 2017
$
6,704

$
7,132

Accretion
(412
)
(461
)
Balance, March 31, 2018
$
6,292

$
6,671

Peoples completes annual re-estimations of cash flows on acquired purchased credit impaired loans in August of each year. At the end of each quarter, Peoples evaluates factors to determine if a material change has occurred in acquired loans accounted for and if a re-estimation is needed. Factors evaluated to determine if a re-estimation is needed include changes in: risk ratings, maturity dates, charge-offs, payoffs, nonaccrual status and loans that have become past due.
Cash flows expected to be collected on 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 re-forecasting 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 $486.5 million and $487.2 million at March 31, 2018 and December 31, 2017, respectively. Peoples also pledges commercial loans to secure borrowings with the FRB. The outstanding balances of these loans totaled $71.5 million and $74.0 million at March 31, 2018 and December 31, 2017, 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.


18

Table of Contents


The recorded investments in loans on nonaccrual status and loans delinquent for 90 days or more and accruing were as follows:
 
Nonaccrual Loans
 
Loans 90+ Days Past Due and Accruing
(Dollars in thousands)
March 31,
2018
December 31,
2017
 
March 31,
2018
December 31,
2017
Originated loans:
 
 
 
 
 
Commercial real estate, construction
$
732

$
754

 
$

$

Commercial real estate, other
6,673

6,877

 


    Commercial real estate
7,405

7,631

 


Commercial and industrial
1,598

739

 


Residential real estate
3,666

3,546

 
298

548

Home equity lines of credit
507

550

 
29

50

Consumer, indirect
306

256

 


Consumer, direct
17

39

 

16

    Consumer
323

295

 

16

Total originated loans
$
13,499

$
12,761

 
$
327

$
614

Acquired loans:
 
 
 
 
 
Commercial real estate, other
$
269

$
192

 
$
71

$
215

Commercial and industrial
141

259

 

45

Residential real estate
2,062

2,168

 
632

730

Home equity lines of credit
230

312

 

22

Consumer, direct
1


 


Total acquired loans
$
2,703

$
2,931

 
$
703

$
1,012

Total loans
$
16,202

$
15,692

 
$
1,030

$
1,626

    



19

Table of Contents

The following table presents the aging of the recorded investment in past due loans:
 
Loans Past Due
 
Current
Loans
Total
Loans
(Dollars in thousands)
30 - 59 days
60 - 89 days
90 + Days
Total
 
March 31, 2018
 
 
 
 
 
 
 
Originated loans:
 
 
 
 
 
 
 
Commercial real estate, construction
$

$

$
732

$
732

 
$
99,025

$
99,757

Commercial real estate, other
596


6,512

7,108

 
620,824

627,932

    Commercial real estate
596


7,244

7,840

 
719,849

727,689

Commercial and industrial
1,352

1,180

1,570

4,102

 
451,141

455,243

Residential real estate
4,220

1,107

1,778

7,105

 
295,785

302,890

Home equity lines of credit
111

122

337

570

 
87,152

87,722

Consumer, indirect
1,510

176

152

1,838

 
345,769

347,607

Consumer, direct
204

24

11

239

 
67,147

67,386

    Consumer
1,714

200

163

2,077

 
412,916

414,993

Deposit account overdrafts




 
543

543

Total originated loans
$
7,993

$
2,609

$
11,092

$
21,694

 
$
1,967,386

$
1,989,080

Acquired loans:
 
 
 
 
 
 
 
Commercial real estate, construction
$
33

$

$

$
33

 
$
8,021

$
8,054

Commercial real estate, other
490


264

754

 
155,361

156,115

    Commercial real estate
523


264

787

 
163,382

164,169

Commercial and industrial


105

105

 
33,710

33,815

Residential real estate
2,499

782

1,982

5,263

 
188,800

194,063

Home equity lines of credit
59


182

241

 
19,767

20,008

Consumer, indirect
4



4

 
249

253

Consumer, direct
16

2


18

 
922

940

    Consumer
20

2


22


1,171

1,193

Total acquired loans
$
3,101

$
784

$
2,533

$
6,418

 
$
406,830

$
413,248

Total loans
$
11,094

$
3,393

$
13,625

$
28,112

 
$
2,374,216

$
2,402,328



20

Table of Contents

 
Loans Past Due
 
Current
Loans
Total
Loans
(Dollars in thousands)
30 - 59 days
60 - 89 days
90 + Days
Total
 
December 31, 2017
 
 
 
 
 
 
 
Originated loans:
 
 
 
 
 
 
 
Commercial real estate, construction
$

$

$

$

 
$
107,118

$
107,118

Commercial real estate, other
990


6,492

7,482

 
587,965

595,447

    Commercial real estate
990


6,492

7,482

 
695,083

702,565

Commercial and industrial
1,423

92

706

2,221

 
435,830

438,051

Residential real estate
4,562

1,234

2,408

8,204

 
296,319

304,523

Home equity lines of credit
502

80

395

977

 
87,925

88,902

Consumer, indirect
2,153

648

105

2,906

 
337,484

340,390

Consumer, direct
417

46

48

511

 
66,499

67,010

    Consumer
2,570

694

153

3,417


403,983

407,400

Deposit account overdrafts




 
849

849

Total originated loans
$
10,047

$
2,100

$
10,154

$
22,301

 
$
1,919,989

$
1,942,290

Acquired loans:
 
 
 
 
 
 
 
Commercial real estate, construction
$

$

$

$

 
$
8,319

$
8,319

Commercial real estate, other
775

948

312

2,035

 
163,085

165,120

    Commercial real estate
775

948

312

2,035

 
171,404

173,439

Commercial and industrial

1

171

172

 
34,321

34,493

Residential real estate
4,656

1,391

1,910

7,957

 
176,907

184,864

Home equity lines of credit
126


301

427

 
20,148

20,575

Consumer, indirect
3



3

 
326

329

Consumer, direct
10

11


21

 
1,126

1,147

    Consumer
13

11


24

 
1,452

1,476

Total acquired loans
$
5,570

$
2,351

$
2,694

$
10,615

 
$
404,232

$
414,847

Total loans
$
15,617

$
4,451

$
12,848

$
32,916

 
$
2,324,221

$
2,357,137

During the first three months of 2018, Peoples' delinquency trends improved compared to the balances at December 31, 2017, 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' 2017 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.
“Special Mention” (grade 5): Loans in this risk grade are the equivalent of the regulatory definition of “Other Assets Especially Mentioned.” Loans in this risk 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


21

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)
Special Mention
(Grade 5)
Substandard
(Grade 6)
Doubtful (Grade 7)
Not
Rated
Total
Loans
(Dollars in thousands)
March 31, 2018
 
 
 
 
 
 
Originated loans:
 
 
 
 
 
 
Commercial real estate, construction
$
92,383

$
6,190

$
732

$

$
452

$
99,757

Commercial real estate, other
596,903

14,058

16,971



627,932

    Commercial real estate
689,286

20,248

17,703


452

727,689

Commercial and industrial
404,591

46,477

4,175



455,243

Residential real estate
17,037

579

11,270

131

273,873

302,890

Home equity lines of credit
454




87,268

87,722

Consumer, indirect
51

6



347,550

347,607

Consumer, direct
37




67,349

67,386

   Consumer
88

6



414,899

414,993

Deposit account overdrafts




543

543

Total originated loans
$
1,111,456

$
67,310

$
33,148

$
131

$
777,035

$
1,989,080

Acquired loans:
 
 
 
 
 
 
Commercial real estate, construction
$
8,003

$

$
51

$

$

$
8,054

Commercial real estate, other
144,647

3,440

7,918

110


156,115

    Commercial real estate
152,650

3,440

7,969

110


164,169

Commercial and industrial
31,351

185

2,279



33,815

Residential real estate
11,633

647

1,024


180,759

194,063

Home equity lines of credit
44




19,964

20,008

Consumer, indirect
8




245

253

Consumer, direct
32




908

940

   Consumer
40




1,153

1,193

Total acquired loans
$
195,718

$
4,272

$
11,272

$
110

$
201,876

$
413,248

Total loans
$
1,307,174

$
71,582

$
44,420

$
241

$
978,911

$
2,402,328



22

Table of Contents

 
Pass Rated
(Grades 1 - 4)
Special Mention
(Grade 5)
Substandard
(Grade 6)
Doubtful (Grade 7)
Not
Rated
Total
Loans
(Dollars in thousands)
December 31, 2017
 
 
 
 
 
 
Originated loans:
 
 
 
 
 
 
Commercial real estate, construction
$
100,409

$
5,502

$
754

$

$
453

$
107,118

Commercial real estate, other
561,320

17,189

16,938



595,447

    Commercial real estate
661,729

22,691

17,692


453

702,565

Commercial and industrial
420,477

13,062

4,512



438,051

Residential real estate
17,896

1,000

11,371

216

274,040

304,523

Home equity lines of credit
454




88,448

88,902

Consumer, indirect
55

8



340,327

340,390

Consumer, direct
33




66,977

67,010

   Consumer
88

8



407,304

407,400

Deposit account overdrafts




849

849

Total originated loans
$
1,100,644

$
36,761

$
33,575

$
216

$
771,094

$
1,942,290

Acquired loans:
 
 
 
 
 
 
Commercial real estate, construction
$
8,267

$

$
52

$

$

$
8,319

Commercial real estate, other
149,486

6,527

9,107



165,120

    Commercial real estate
157,753

6,527

9,159



173,439

Commercial and industrial
32,011

157

2,325



34,493

Residential real estate
12,543

593

1,105


170,623

184,864

Home equity lines of credit
124




20,451

20,575

Consumer, indirect
12




317

329

Consumer, direct
35




1,112

1,147

   Consumer
47




1,429

1,476

Total acquired loans
$
202,478

$
7,277

$
12,589

$

$
192,503

$
414,847

Total loans
$
1,303,122

$
44,038

$
46,164

$
216

$
963,597

$
2,357,137

In the first three months of 2018, Peoples' classified loans, which are loans categorized as substandard or doubtful, declined compared to the balances at December 31, 2017 mostly due to loan payoffs.


23

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, 2018
 
 
 
 
 
 
 
Commercial real estate, construction
$
819

$

$
732

$
732

$

$
743

$

Commercial real estate, other
14,480

14

13,132

13,146

1

13,295

105

    Commercial real estate
15,299

14

13,864

13,878

1

14,038

105

Commercial and industrial
2,429

1,699

557

2,256

224

1,890

15

Residential real estate
24,422

476

22,459

22,935

57

22,839

312

Home equity lines of credit
1,647

70

1,573

1,643

15

1,652

20

Consumer, indirect
301

74

231

305

20

285

5

Consumer, direct
76

53

23

76

39

77

1

    Consumer
377

127

254

381

59

362

6

Total
$
44,174

$
2,386

$
38,707

$
41,093

$
356

$
40,781

$
458

December 31, 2017
 
 
 
 
 
 
 
Commercial real estate, construction
$
821

$

$
754

$
754

$

$
788

$

Commercial real estate, other
14,909

14

13,606

13,620

1

14,392

503

    Commercial real estate
15,730

14

14,360

14,374

1

15,180

503

Commercial and industrial
1,690

951

572

1,523

199

1,668

65

Residential real estate
24,743

477

22,626

23,103

58

23,195

1,246

Home equity lines of credit
1,707

81

1,624

1,705

18

1,505

85

Consumer, indirect
273

70

206

276

26

184

20

Consumer, direct
87

56

28

84

37

79

7

    Consumer
360

126

234

360

63

263

27

Total
$
44,230

$
1,649

$
39,416

$
41,065

$
339

$
41,811

$
1,926

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.



24

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 (a)
(Dollars in thousands)
Number of Contracts
Pre-Modification
Post-Modification
Remaining Recorded Investment
March 31, 2018
 
 
 
Originated loans:
 
 
 
Residential real estate
2

$
193

$
193

$
193

Consumer, indirect
7

86

86

86

Consumer, direct
2

4

4

4

   Consumer
9

90

90

90

Total originated loans
11

$
283

$
283

$
283

Acquired loans:
 
 
 
Commercial real estate, other
1

$
50

$
50

$
50

Residential real estate
2

269

269

269

Consumer, other
1

1

1

1

Total acquired loans
4

$
320

$
320

$
320

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, direct
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, direct
1

9

9

9

Total acquired loans
9

$
700

$
700

$
732

(a) 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.
 
 

The following table presents those acquired loans modified in a TDR during the year that subsequently defaulted (i.e., are 90 days or more past due following a modification) during the three months ended March 31:
 
March 31, 2018
 
March 31, 2017
(Dollars in thousands)
Number of Contracts
Recorded Investment (a)
Impact on the Allowance for Loan Losses
 
Number of Contracts
Recorded Investment (a)
Impact on the Allowance for Loan Losses
Acquired loans:
 
 
 
 
 
 
 
Residential real estate

$

$

 
1

$
73

$

Total

$

$

 
1

$
73

$

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


25

Table of Contents

Peoples did not have any originated loans that were modified as a TDR during the last twelve months that subsequently defaulted. Peoples had no 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, 2018
$
7,797

$
5,813

$
904

$
693

$
2,944

$
464

$
70

$
18,685

Charge-offs
(842
)
(31
)
(145
)
(37
)
(929
)
(110
)
(205
)
(2,299
)
Recoveries
15


26

7

134

69

70

321

Net (charge-offs)
(827
)
(31
)
(119
)
(30
)
(795
)
(41
)
(135
)
(1,978
)
Provision for (recovery of) loan losses
1,092

(513
)
301

27

885

50

141

1,983

Balance, March 31, 2018
$
8,062

$
5,269

$
1,086

$
690

$
3,034

$
473

$
76

$
18,690

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

$
224

$
57

$
15

$
20

$
39

$

$
356

Loans collectively evaluated for impairment
8,061

5,045

1,029

675

3,014

434

76

18,334

Ending balance
$
8,062

$
5,269

$
1,086

$
690

$
3,034

$
473

$
76

$
18,690

 
 
 
 
 
 
 
 
 
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


Allowance for Loan Losses for Acquired Loans
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 purchased 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.


26

Table of Contents


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, 2018
March 31, 2017
Purchased credit impaired loans:
 
 
Balance, beginning of period
$
108

$
233

Recovery of loan losses

(143
)
Balance, March 31
$
108

$
90

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.

Note 5 Long-Term Borrowings

The following table summarizes Peoples' long-term borrowings:
 
March 31, 2018
 
December 31, 2017
(Dollars in thousands)
Balance
Weighted-
Average
Rate
 
Balance
Weighted-
Average
Rate
FHLB putable, non-amortizing, fixed-rate advances
$
95,000

1.94
%
 
$
115,000

1.86
%
FHLB amortizing, fixed-rate advances
21,352

2.02
%
 
21,939

2.02
%
Junior subordinated debt securities
7,151

6.89
%
 
7,107

6.51
%
Unamortized debt issuance costs
(22
)
%
 
(27
)
%
Total long-term borrowings
$
123,481

2.24
%
 
$
144,019

2.11
%
Peoples continually evaluates its overall balance sheet position given the interest rate environment. During the first three months of 2018, no additional borrowings were entered into and one long-term FHLB non-amortizing advance in the amount of $20.0 million was reclassified to short-term borrowings as the maturity became less than one year.
As of March 31, 2018, Peoples' FHLB putable and callable option-based advances had one remaining putable or callable option. The FHLB has the option, at its sole discretion, to terminate the advance after the initial fixed rate period of three months, requiring full repayment of the advance by Peoples, prior to the stated maturity. If the 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. Peoples is required to make quarterly interest payments.
The amortizing, fixed-rate FHLB advances have a fixed rate for the term of each advance, with maturities ranging from two to thirteen 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 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, 2018, Peoples had seven interest rate swaps with a notional value of $60.0 million associated with Peoples' cash outflows for various FHLB advances. Two of the seven swaps became effective in January 2018. Of the five remaining swaps two will become effective in April 2018, one in July of 2018 and two in October 2018. Theses dates roughly coincide with the maturity of existing FHLB advances. Additional information regarding Peoples' interest rate swaps can be found in Note 14 of the Notes to the Unaudited Consolidated Financial Statements included in Peoples' 2017 Form 10-K..
Peoples maintains a multi-year unsecured $15.0 million revolving credit facility (the “Credit Facility”) with Raymond James Bank, N.A. that matures on March 4, 2019. Borrowings under the Credit Facility may be used: (i) to make acquisitions; (ii) to make stock repurchases; (iii) for working capital needs; and (iv) for other general corporate purposes. Each loan under the Credit Facility will bear interest per annum at a rate equal to 3.00% plus the one-month LIBOR rate, which rate will reset monthly. As of March 31, 2018, there were no borrowings outstanding under the Credit Facility. Additional information


27

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regarding the Credit Facility can be found in Note 9 of the Notes to the Consolidated Financial Statements included in Peoples' 2017 Form 10-K.
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, 2018
$
3,840

1.58
%
Year ending December 31, 2019
13,508

1.21
%
Year ending December 31, 2020
25,564

1.83
%
Year ending December 31, 2021
21,979

1.74
%
Year ending December 31, 2022
16,521

1.96
%
Thereafter
42,069

3.26
%
Total long-term borrowings
$
123,481

2.24
%

Note 6 Stockholders’ Equity 

The following table details the progression in Peoples’ common shares and treasury stock during the three months ended March 31, 2018:
 
 
Common Shares
Treasury
Stock
Shares at December 31, 2017
18,952,385

702,449

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

28,387

Cancellation of restricted common shares

170

Exercise of stock appreciation rights

(102
)
Grant of restricted common shares

(86,876
)
Grant of common shares

(11,112
)
Changes related to deferred compensation plan for Boards of Directors:
 
 
Purchase of treasury stock

1,197

Reissuance of treasury stock

(73
)
Common shares issued under dividend reinvestment plan
4,453


Common shares issued under compensation plan for Boards of Directors

(3,600
)
Shares at March 31, 2018
18,956,838

630,440

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, 2018, Peoples had no preferred shares issued or outstanding.
On April 13, 2018, Peoples issued 1,152,711 common shares to ASB Financial Corp. ("ASB") shareholders.

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, 2018:
(Dollars in thousands)
Unrealized Loss on Securities
Unrecognized Net Pension and Postretirement Costs
Unrealized Loss on Cash Flow Hedge
Accumulated Other Comprehensive Loss
Balance, December 31, 2017
(2,088
)
(4,256
)
1,129

(5,215
)
Reclassification adjustments to net income:
 
 
 


  Realized gain on sale of securities, net of tax
(1
)


(1
)
Amounts reclassified out of accumulated other comprehensive loss income per ASU 2016-01
(5,020
)


(5,020
)
Other comprehensive (loss) income, net of reclassifications and tax
(6,935
)
20

1,089

(5,826
)
Balance, March 31, 2018
$
(14,044
)
$
(4,236
)
$
2,218

$
(16,062
)

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 during the years 2003 through 2009, plus accrued interest.  Effective January 1, 2010, the pension plan was closed to new entrants.  Effective March 1, 2011, the accrual of pension plan benefits for all participants was frozen. Peoples recognized this freeze as a curtailment as of December 31, 2010 and March 1, 2011, under the terms of the pension plan. Peoples also provides post-retirement health and life insurance benefits to former employees and directors. Only those individuals who retired before January 27, 2012 were eligible for life insurance benefits. As of January 1, 2011, all retirees who desire to participate in Peoples 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)
2018
2017
Interest cost
$
105

$
113

Expected return on plan assets
(147
)
(138
)
Amortization of net loss
28

25

Net periodic cost
$
(14
)
$

 
Postretirement Benefits
 
Three Months Ended
 
March 31,
(Dollars in thousands)
2018
2017
Interest cost
$
1

$
1

Amortization of net gain
(2
)
(2
)
Net periodic cost
$
(1
)
$
(1
)
There were no settlement charges recorded in the three months ended March 31, 2018 or March 31, 2017 under the noncontributory defined benefit pension plan.


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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)
2018
2017
Distributed earnings allocated to common shareholders
$
4,716

$
3,604

Undistributed earnings allocated to common shareholders
6,962

5,162

Net earnings allocated to common shareholders
$
11,678

$
8,766

 
 
 
Weighted-average common shares outstanding
18,126,089

18,029,991

Effect of potentially dilutive common shares
129,946

162,966

Total weighted-average diluted common shares outstanding
18,256,035

18,192,957

 
 
 
Earnings per common share:
 
 
Basic
$
0.64

$
0.49

Diluted
$
0.64

$
0.48

 
 
 
Anti-dilutive shares excluded from calculation:
 
 
Restricted shares, stock options and stock appreciation rights
32

455

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 customer-related 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 $6.6 million in an asset position and $3.9 million in a liability position at March 31, 2018, and there was $4.6 million in an asset position and $3.2 million in a liability position at December 31, 2017. The amounts are recorded in other assets, and accrued expenses and other liabilities on the consolidated balance sheet at the periods indicated.
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 these objectives, Peoples has entered into interest rate swaps as part of its interest rate risk management strategy. These interest rate swaps are designated as cash flow hedges and involve the receipt of variable rate amounts from a counterparty in exchange for Peoples making fixed payments. As of March 31, 2018, Peoples had seven interest rate swaps with a notional value of $60.0 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


29

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the changes in cash flows of the derivative hedging instrument with the changes in cash flows of the designated hedged transaction. The reset dates and the payment dates on the 90-day advances used to fund the swaps are matched to the reset dates and payment dates on the receipt of the 3-month LIBOR floating portion of the swaps to ensure effectiveness of the cashflow hedge. Effectiveness is measured by ensuring that reset dates and payment dates are matched.
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. 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 three months ended March 31, 2018, and March 31, 2017, 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 $2.8 million at March 31, 2018. There were no pre-tax net losses recorded for the three months ended March 31, 2018. Additionally, Peoples had no reclassifications to earnings in the three months ended March 31, 2018 or March 31, 2017.
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 $373.1 million and fair value of $3.9 million of equally offsetting assets and liabilities at March 31, 2018, and a notional value of $363.3 million and fair value of $3.0 million of equally offsetting assets and liabilities at December 31, 2017. These interest rate swaps did not have a material impact on Peoples' results of operation or financial condition.
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 2018, the Board of Directors granted unrestricted common shares to non-employee directors and to all full-time and part-time employees who did not already participate in the equity plans. 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 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 respective grant dates and expired ten years from the respective date of grant. The most recent grant of SARs occurred in 2008 and expired on February 20, 2018. The following table summarizes the changes to Peoples' SARs for the three months ended March 31, 2018:
 
 
Number of Common Shares Subject to SARs
 
Weighted-
Average
Exercise
Price
 
Weighted-Average Remaining Contractual Life
 
Aggregate Intrinsic
 Value
Outstanding at January 1
 
314

 
$
23.77

 
 
 
 
Exercised
 
314

 
23.77

 
 
 
 
Outstanding at March 31
 

 
$

 
0.0 years
 
$

Exercisable at March 31
 

 
$

 
0.0 years
 
$



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Restricted Common Shares
 Under the 2006 Equity Plan, Peoples may award restricted common shares to officers, key employees and non-employee directors.  Restrictions on restricted common shares awarded to non-employee directors expired after six months, for awards granted through 2017. Beginning in 2018, common shares awarded to non-employee directors vest immediately upon grant with no restrictions. Restrictions on restricted common shares awarded to employees expire after periods ranging from one to three years. In the first three months of 2018, Peoples granted an aggregate of 84,876 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 three months of 2018, Peoples granted, to certain key employees, an aggregate of 2,000 restricted common shares subject to time-based vesting with restrictions that will lapse three years after the grant date.
The following table summarizes the changes to Peoples’ restricted common shares for the three months ended March 31, 2018:
 
Time-Based Vesting
 
Performance-Based Vesting
 
Number of Common Shares
Weighted-Average Grant Date Fair Value
 
Number of Common Shares
Weighted-Average Grant Date Fair Value
Outstanding at January 1
33,082

$
22.85

 
176,218

$
25.50

Awarded
2,000

35.32

 
84,876

35.43

Released


 
82,861

23.63

Forfeited


 
170

33.66

Outstanding at March 31
35,082

$
23.56

 
178,063

$
31.09

 
For the three months ended March 31, 2018, the total intrinsic value for restricted common shares released was $2.9 million compared to $0.7 million for the three months ended March 31, 2017.
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)
2018
2017
Total stock-based compensation expense
$
1,028

$
568

Recognized tax benefit
(216
)
(199
)
Net expense recognized
$
812

$
369

Total unrecognized stock-based compensation expense related to unvested awards was $3.1 million at March 31, 2018, which will be recognized over a weighted-average period of 2.2 years. On January 31, 2018, Peoples granted, to non-employee directors, an aggregate of 3,600 unrestricted common shares, which resulted in an additional $128,000 of stock-based compensation expense being recognized. On February 14, 2018, the Board of Directors granted an aggregate of 11,112 unrestricted common shares to all full-time and part-time employees who did not already participate in the equity plans, which resulted in an additional $388,000 of stock-based compensation expense being recognized.
Performance Unit Award Agreement
 Under the 2006 Equity Plan, Peoples may award performance unit awards to officers, key employees and non-employee directors.  On July 26, 2017, Peoples granted a total of seven performance unit awards to officers with a maximum aggregate dollar amount of $1.3 million represented by the performance units subject to such awards, with each performance unit representing $1.00. The performance unit awards granted are for the performance period beginning January 1, 2018 and ending on December 31, 2019, and will be subject to two performance goals. Twenty-five percent of the performance units subject to each award will vest if, but only if, the related target performance goal is achieved. The remaining 75% of the performance units subject to each award will vest based on the relative performance (measured by percentile ranking) with respect to the related maximum performance goal. If for the performance period, the target level of achievement for the first


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performance goal and/or the maximum level of achievement for the second performance goal is not reached, the dollar amount represented by the performance units associated with each performance goal will be adjusted to reflect the level of performance achieved. After the vesting date, the participant will receive that number of common shares of Peoples equal to (i) the aggregate number of participant's performance units (and dollar value of such performance units) that vested based on the performance achieved under both performance goals (ii) divided by the fair market value of a common share of Peoples on the date of such vesting and rounded down to the nearest whole common share.
Note 11 Revenue

As of January 1, 2018, Peoples adopted ASU 2014-09 - Revenue from Contracts with Customers (Topic 606), and all subsequent updates that modified ASC 606. Peoples has elected to adopt this 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. As of January 1, 2018, Peoples recorded a cumulative-effect adjustment for uncompleted contracts, which resulted in a reduction to retained earnings and an increase in accrued expenses and other liabilities of $3.1 million, which is net of federal income taxes. The impact during the first quarter of 2018 was an increase in insurance income and a decrease in retained earnings of $0.4 million as a result of applying ASC 606. Prior period amounts are not adjusted and continue to be reported under the accounting standards in effect for those respective periods.
Peoples recognizes revenues as they are earned based on contractual terms, or as services are provided and collectability is reasonably assured. Estimates of variable consideration are included in revenue to the extent that it is probable that a significant reversal of cumulative revenue will not occur, once the uncertainty is resolved. Peoples recognizes revenue from contracts with customers under the following revenue streams:
Insurance Income: Insurance income generally consists of commissions and fees from the sale of insurance policies, third-party administration services and performance-based commissions from insurance companies.
Peoples recognizes commission income from the sale of insurance policies when it acts as an agent between the insurance carrier and policyholder, arranging for the insurance carrier to provide policies to policyholders, and acts on behalf of the insurance carrier by providing customer service to the policyholder during the policy period. Commission income is recognized over time, using the output method of time elapsed, which corresponds with the underlying insurance policy period, for which Peoples is obligated to perform under contract with the insurance carrier. Commission income is variable, as it is comprised of a certain percentage of the underlying policy premium. Peoples estimates the variable consideration based upon the "most likely amount" method, and does not expect or anticipate a significant reversal of revenue in future periods, based upon historical experience. Payment is due from the insurance carrier for commission income once the insurance policy has been sold. Peoples has elected to apply a practical expedient related to capitalizable costs, which are the commissions paid to insurance producers, and will expense these commissions paid to insurance producers as incurred, as these costs are related to the commission income and would have been amortized within one year or less if they had been capitalized, the same period over which the commission income was earned.
Fees related to third-party administration services performed are recognized over time, in the period in which services have been provided, and are recognized monthly in the month the services were performed.
Performance-based commissions from insurance companies are recognized at a point in time, when received, and no contingencies remain.
Trust and Investment Income: Trust and investment income consists of revenue from fiduciary and brokerage activities, which includes fees for services such as asset management, record keeping, retirement services and estate management, and investment commissions and fees related to the sale of investments. Trust and investment income is recognized over time which reflects the duration of the contract period for which services have been provided. Trust and investment income is variable as it is based on the value of assets under administration and management, and specific transactions. Peoples estimates the variable consideration based upon the most likely amount method, and does not expect or anticipate a significant reversal of revenue in future periods. Payment is due from the customer when billed, which is typically a monthly or quarterly billing for services rendered in the most recent period, for which the performance obligation has been satisfied. Peoples has elected to apply a practical expedient of right to invoice when recognizing trust and investment income, as Peoples has fulfilled the performance obligation, the customer has consumed the service, and Peoples has a right to the related income. Peoples has also elected to apply a practical expedient related to capitalizable costs, which are the commissions paid to financial advisors, and


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will expense these commissions paid to financial advisors as incurred, as these costs are related to the trust and investment income and would have been amortized within one year or less if they had been capitalized, the same period over which the income was earned.
Electronic Banking Income: Electronic banking income consists of two revenue streams related to interchange income and promotional and usage income.
Peoples recognizes interchange income over time, on a monthly basis, and is based on transactional volume of debit card activity completed by its customers during the month in which income is recognized. Peoples is obligated to certain debit card activity being performed by its customers over a certain period of time. Interchange income is variable as it is based on the transaction volume of debit card activity completed by Peoples' customers. Peoples estimates the variable consideration based upon the most likely amount method, and does not expect or anticipate a significant reversal of revenue in future periods. Payment is due from the vendor within one month of the completed customer debit card activity. Peoples has elected to apply a practical expedient of right to invoice when recognizing interchange income, as Peoples has fulfilled the required performance obligations, the vendor has consumed the service, and Peoples has a right to the related income.
Peoples also recognizes promotional and usage income over time, on a monthly basis, and is related to branding of debit cards and promotion or use of certain services provided by third-party vendors. Peoples is obligated to brand its debit cards in a certain manner, and promote and use services provided by third-party vendors. Promotional and usage income is variable as it is based on certain metrics achieved for promotion and usage of services provided by the third-party vendors. Peoples estimates the variable consideration based upon the most likely amount method, and does not expect or anticipate a significant reversal of revenue in future periods. Payment is due from the third-party vendor within 45 days of the monthly fulfillment of Peoples' performance obligation. Peoples has elected to apply a practical expedient of right to invoice when recognizing promotional and usage income, as Peoples has fulfilled the required performance obligations, the vendor has consumed the service, and Peoples has a right to the related income.
Deposit Account Service Charges: Deposit account service charges consist of two revenue streams related to ongoing maintenance fees for deposit accounts and certain transactional-based fees.
Ongoing maintenance fees are recognized on a monthly basis, with the monthly period beginning on the day of the month on which the account was opened. Ongoing maintenance fee income is variable as these fees can be reduced if a customer meets certain qualifying metrics. Peoples estimates the variable consideration based upon the most likely amount method, and does not expect or anticipate a significant reversal of revenue in future periods. For accounts that are assessed maintenance fees through the account analysis process, payment is due from the customer within one month of the monthly period in which the account was open. For all other accounts, monthly maintenance fees are assessed to the account on the last day of the monthly period. Peoples has elected to apply a practical expedient of right to invoice when recognizing ongoing maintenance fees for deposit accounts, as Peoples has fulfilled the required performance obligations, the customer has consumed the service, and Peoples has a right to the related income.
Transactional-based deposit account fees are recognized at a point in time, which is at the completion of the relevant transaction. Peoples is obligated to perform certain transactions as requested by its consumer and business deposit account customers, which are outside of the normal maintenance requirements. Transactional-based deposit account fee income is variable as these fees are directly related to a service request from the customer. Peoples estimates the variable consideration based upon the most likely amount method, and does not expect or anticipate a significant reversal of revenue in future periods. Payment is due from the customer at the time of completion of the requested transaction.
Commercial Loan Swap Fees: Commercial loan swap fees consist of income related to transactions in which Peoples acts as an agent between a third-party vendor and certain Peoples commercial loan customers for which an interest rate swap occurs. Commercial loan swap fees are recognized at a point in time, when the transaction has been completed, and there is no recourse or further performance obligation required of Peoples. Commercial loan swap fee income is variable as these fees are a certain percentage of the total swap fee collected on a completed transaction. Peoples estimates the variable consideration based upon the most likely amount method, and does not expect or anticipate a significant reversal of revenue in future periods. Payment is due from the customer at the time of completion of the requested transaction.
Other Non-Interest Income: Other non-interest income includes certain revenues that are transactional-based, such as wire transfer fees, money order fees and other ancillary fees or services. These transactional-based fees are recognized as income at a point in time, at the completion of the relevant transaction. Transactional-based other non-interest income is variable as these fees are directly related to a service request from the customer. Peoples estimates the variable consideration based upon the most likely amount method, and does not expect or anticipate a significant


33

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reversal of revenue in future periods. Payment is due from the customer at the time of completion of the requested transaction.
The following table details Peoples' revenue from contracts with customers for the three months ended March 31, 2018:
 
Three Months Ended
(Dollars in thousands)
March 31, 2018
Insurance income:
 
     Commission and fees from sale of insurance policies (a)
$
3,189

     Fees related to third-party administration services (a)
119

     Performance-based commissions (b)
1,347

Trust and investment income (a)
3,068

Electronic banking income:
 
     Interchange income (a)
2,264

     Promotional and usage income (a)
521

Deposit account service charges:
 
     Ongoing maintenance fees for deposit accounts (a)
675

     Transactional-based fees (b)
1,445

Commercial loan swap fees (b)
116

Other non-interest income transactional-based fees (b)
281

Total
$
13,025

 
 
Timing of revenue recognition:
 
Services transferred over time
$
9,836

Services transferred at a point in time
3,189

Total
$
13,025

(a)Services transferred over time
(b)Services transferred at a point in time


Peoples records contract liabilities for payments received for commission income related to the sale of insurance policies, for which the performance obligations have not yet been fulfilled. The contract liabilities are recognized as income over time, during the period in which the performance obligations are fulfilled, which is over the insurance policy period. The following table details the change in Peoples' contract liabilities for the period ended March 31, 2018:
 
Contract Liabilities
(Dollars in thousands)
Balance, January 1, 2018 (a)
$
4,700

     Additional deferred income
1,824

     Recognition of income previously deferred
(2,215
)
Balance, March 31, 2018
$
4,309

(a)The amount of $3.1 million reported elsewhere throughout the document is the $4.7 million noted above, net of federal corporate income taxes.


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The following table details the impact of the adoption of ASU 2014-09 to Peoples' consolidated statements of income and balance sheets, compared to amounts that would have been recognized under previous guidance:
 
At or For the Three Months Ended
 
March 31, 2018
(Dollars in thousands)
As Reported
Impact of ASC 606
Amounts Recognized Under Previous Guidance
Non-interest income:
 
 
 
     Insurance income
$
4,655

$
(391
)
$
4,264

Liabilities:
 
 
 
     Accrued expenses and other liabilities
37,977

2,746

35,231

Stockholders' equity:
 
 
 
     Retained earnings
143,297

(2,746
)
146,043

Note 12 Acquisitions

On April 13, 2018, Peoples completed its acquisition of ASB for total consideration of $41.5 million, which reflected the conversion of each of the 1,979,034 outstanding ASB common shares into $20.00 in cash or 0.592 in Peoples' common shares. ASB merged into Peoples and ASB's wholly-owned subsidiary, American Savings Bank, fsb, which operates six full-service branches in southern Ohio and northern Kentucky, merged into Peoples Bank.



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Table of Contents

ITEM 2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SELECTED FINANCIAL DATA
The following data should be read in conjunction with the Unaudited Consolidated Financial Statements and Management’s Discussion and Analysis that follows:
 
At or For the Three Months Ended
 
March 31,
 
2018
2017
Per Common Share Data
 
 
Earnings per common share – basic
$
0.64

$
0.49

Earnings per common share – diluted
0.64

0.48

Cash dividends declared per common share
0.26

0.20

Book value per common share (a)
24.87

24.25

Tangible book value per common share (a)(b)
$
17.04

$
16.28

Weighted-average number of common shares outstanding – basic
18,126,089

18,029,991

Weighted-average number of common shares outstanding – diluted
18,256,035

18,192,957

Common shares outstanding at end of period
18,365,035

18,270,508

Closing stock price at end of period
$
35.45

$
31.66

Significant Ratios
 
 
Return on average stockholders' equity (c)
10.48
%
8.14
%
Return on average tangible stockholders' equity (c)(d)
16.14
%
12.95
%
Return on average assets (c)
1.32
%
1.04
%
Average stockholders' equity to average assets
12.63
%
12.74
%
Average loans to average deposits
87.08
%
86.51
%
Net interest margin (c)(e)
3.66
%
3.55
%
Efficiency ratio (f)
61.75
%
64.89
%
Pre-provision net revenue to total average assets (c)(g)
1.81
%
1.52
%
Dividend payout ratio
40.64
%
41.25
%
Total investment securities as percentage of total assets (a)
24.14
%
25.13
%
Asset Quality Ratios
 
 
Nonperforming loans as a percent of total loans (a)(h)
0.72
%
0.95
%
Nonperforming assets as a percent of total assets (a)(h)
0.48
%
0.64
%
Nonperforming assets as a percent of total loans and other real estate owned ("OREO") (a)(h)
0.72
%
0.98
%
Criticized loans as a percent of total loans (a)(i)
4.84
%
4.50
%
Classified loans as a percent of total loans (a)(j)
1.86
%
2.51
%
Allowance for loan losses as a percent of total loans (a)
0.78
%
0.82
%
Allowance for loan losses as a percent of nonperforming loans (a)(h)
109.08
%
86.71
%
Provision for loan losses as a percent of average total loans
0.34
%
0.11
%
Net charge-offs as a percentage of average total loans (c)
0.34
%
0.11
%
Capital Information (a)
 

 
Common equity tier 1 capital ratio (k)
13.28
%
13.05
%
Tier 1 risk-based capital ratio
13.57
%
13.34
%
Total risk-based capital ratio (tier 1 and tier 2)
14.31
%
14.27
%
Leverage ratio
9.86
%
9.60
%
Common equity tier 1 capital
335,393

310,856

Tier 1 capital
342,544

317,526

Total capital (tier 1 and tier 2)
361,343

340,147

Total risk-weighted assets
2,524,970

2,382,874

Tangible equity to tangible assets (b)
8.97
%
8.98
%


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(a)
Data presented as of the end of the period indicated.
(b)
These amounts represent non-GAAP financial measures since they exclude goodwill and other intangible assets.  Additional information regarding the calculation of these non-GAAP financial measures can be found under the caption “Capital/Stockholders’ Equity.”
(c)
Ratios are presented on an annualized basis.
(d)
These amounts represent non-GAAP financial measures since they exclude the after-tax impact of amortization of other intangible assets from earnings and exclude the balance sheet impact of goodwill and other intangible assets acquired through acquisitions on stockholders' equity. Additional information regarding the calculation of these non-GAAP financial measures can be found under the caption “Return on Average Tangible Stockholders' Equity Ratio.”
(e)
Information presented on a fully tax-equivalent basis.
(f)
These amounts represent non-GAAP financial measures and include total non-interest expense (less amortization of other intangible assets) as a percentage of fully tax-equivalent net interest income plus total non-interest income (excluding all gains and all losses). Additional information regarding the calculation of these non-GAAP financial measures can be found under the caption “Efficiency Ratio.”
(g)
These amounts represent non-GAAP financial measures since they exclude the provision for (recovery of) loan losses and all gains and losses included in earnings.  Additional information regarding the calculation of these non-GAAP financial measures can be found under the caption “Pre-Provision Net Revenue.”
(h)
Nonperforming loans include loans 90 days past due and accruing, renegotiated loans and nonaccrual loans. Nonperforming assets include nonperforming loans and other real estate owned.
(i)
Includes loans categorized as special mention, substandard and doubtful.
(j)
Includes loans categorized as substandard and doubtful.
(k)
Peoples' capital conservation buffer was 6.42% at March 31, 2018 and 6.27% at March 31, 2017, 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 of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995.  These forward-looking statements are identified by the fact they are not historical facts and include words such as “anticipate,” “estimate,” “may,” “feel,” “expect,” “believe,” “plan,” “will,” “would,” “should,” “could” and similar expressions.
These forward-looking statements reflect management's current expectations based on all information available to management and its knowledge of Peoples' business and operations. Additionally, Peoples' financial condition, results of operations, plans, objectives, future performance and business are subject to risks and uncertainties that may cause actual results to differ materially. These factors include, but are not limited to:
(1)
the success, impact, and timing of the implementation of Peoples' business strategies, including the successful integration of acquisitions and the expansion of consumer lending activity;
(2)
Peoples' ability to integrate acquisitions, including the merger with ASB, which may be unsuccessful, or may be more difficult, time-consuming or costly than expected;
(3)
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;
(4)
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;
(5)
uncertainty regarding the nature, timing and effect of legislative or regulatory changes or actions, promulgated and to be promulgated by governmental and regulatory agencies in the State of Ohio, the Federal Deposit Insurance Corporation, the Federal Reserve Board and the Consumer Financial Protection Bureau, which may subject Peoples, its subsidiaries, or one or more acquired companies to a variety of new and more stringent legal and regulatory requirements which adversely affect their respective businesses, including in particular the rules and regulations promulgated and to be promulgated under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, and the Basel III regulatory capital reform;
(6)
uncertainties in Peoples' preliminary review of, and additional analysis of, the impact of Tax Cuts and Jobs Act;
(7)
local, regional, national and international economic conditions and the impact these conditions may have on Peoples, its customers and its counterparties, and Peoples' assessment of the impact, which may be different than anticipated;


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(8)
Peoples may issue equity securities in connection with future acquisitions, which could cause ownership and economic dilution to Peoples' current shareholders;
(9)
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;
(10)
adverse changes in the economic conditions and/or activities, including, but not limited to, continued economic uncertainty in the U.S., the European Union (including uncertainty surrounding the actions to be taken to implement the referendum by British voters to exit the European Union), Asia and other areas, which could decrease sales volumes, add volatility to the global stock markets and increase loan delinquencies and defaults;
(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)
Peoples' ability to receive dividends from its subsidiaries;
(16)
Peoples' ability to maintain required capital levels and adequate sources of funding and liquidity;
(17)
the impact of minimum capital thresholds established as a part of the implementation of Basel III;
(18)
the impact of larger or similar-sized financial institutions encountering problems, which may adversely affect the banking industry and/or Peoples' business generation and retention, funding and liquidity;
(19)
the costs and effects of new federal and state laws, and regulatory and legal developments, including the outcome of potential regulatory or other governmental inquiries and legal proceedings and results of regulatory examinations;
(20)
Peoples' ability to secure confidential information through the use of computer systems and telecommunications networks, including those of Peoples' third-party vendors and other service providers, which may prove inadequate, and could adversely affect customer confidence in Peoples and/or result in Peoples incurring a financial loss;
(21)
Peoples' reliance on, and the potential failure of, a number of third-party vendors to perform as expected, including its primary core banking system provider;
(22)
Peoples' 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 the recently enacted tax legislation, changes in business and economic conditions, legislative or regulatory initiatives, or other factors, which may be different than anticipated;
(24)
the overall adequacy of Peoples' risk management program;
(25)
the impact on Peoples' businesses, as well as on the risks described above, of various domestic or international widespread natural or other disasters, pandemics, cyber attacks, civil unrest, military or terrorist activities or international conflicts;
(26)
significant changes in the tax laws, which may adversely affect the fair values of deferred tax assets and obligations of states and political subdivisions held in Peoples' investment securities portfolio;
(27)
Peoples' continued ability to grow deposits; and


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(28)
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, 2017.
All forward-looking statements speak only as of the filing date of this Form 10-Q and are expressly qualified in their entirety by the cautionary statements.  Although management believes the expectations in these forward-looking statements are based on reasonable assumptions within the bounds of management’s knowledge of Peoples’ business and operations, it is possible that actual results may differ materially from these projections.  Additionally, Peoples undertakes no obligation to update these forward-looking statements to reflect events or circumstances after the filing date of this Form 10-Q or to reflect the occurrence of unanticipated events except as may be required by applicable legal requirements.  Copies of documents filed with the SEC are available free of charge at the SEC’s website at www.sec.gov and/or from Peoples' website – www.peoplesbancorp.com under the “Investor Relations” section.
This discussion and analysis should be read in conjunction with the audited Consolidated Financial Statements, and Notes thereto, contained in Peoples’ 2017 Form 10-K, as well as the Unaudited Consolidated Financial Statements, Notes to the Unaudited Consolidated Financial Statements, ratios, statistics and discussions contained elsewhere in this Form 10-Q.
Business Overview
The following discussion and analysis of Peoples’ Unaudited Consolidated Financial Statements is presented to provide insight into management’s assessment of the financial condition and results of operations.
Peoples offers diversified financial products and services through 81 locations, including 71 full-service bank branches, and 77 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 (the "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 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, 2018, which were unchanged from the policies disclosed in Peoples’ 2017 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 April 13, 2018, Peoples completed the previously announced merger with ASB Financial Corp. ("ASB"). ASB merged into Peoples and ASB's wholly-owned subsidiary, American Savings Bank, fsb, which operated six full service bank branches and two loan production offices in southern Ohio and northern Kentucky, merged into Peoples Bank. As of December 31, 2017, ASB had approximately $288.3 million in total assets, which included approximately $247.2 million in net loans, and approximately $203.2 million in total deposits. Aggregate consideration of $41.5 million was paid for the acquisition. Refer to Note 12 of the Notes to the Unaudited Consolidated Financial Statements for additional information.


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As of December 31, 2017, Peoples recorded a revaluation of its deferred tax assets and liabilities in light of the applicable provisions of the recently-enacted Tax Cuts and Jobs Act. Previously, Peoples had recognized its deferred tax assets and deferred tax liabilities at a federal corporate income tax rate of 35%, and the new law required the use of a 21% federal corporate income tax rate. As a result, Peoples wrote down its net deferred tax assets by $0.9 million in the fourth quarter of 2017, which had a direct impact on income tax expense recorded during that period.
On October 2, 2017, Peoples Insurance Agency acquired a property and casualty focused independent insurance agency with annual net revenue of approximately $0.8 million located in the Cleveland, Ohio area. The acquisition did not materially impact Peoples' financial position, results of operations, or cash flows.
During the third quarter of 2017, Peoples reduced its position in certain investment securities. This action was taken as a result of the high appreciation in the market value of these securities. The sales completed resulted in a net gain on investment securities of $1.9 million, and are not a normal occurrence for our business.
Peoples continually evaluates its overall balance sheet position given the interest rate environment. During the second quarter of 2017, Peoples borrowed an additional $45.0 million of long-term FHLB non-amortizing advances, which have interest rates ranging from 1.74% to 2.03% and mature between 2020 and 2022.
During the first quarter of 2017, Peoples borrowed an additional $30.0 million of long-term FHLB non-amortizing advances, which have interest rates ranging from 1.20% to 1.46% and mature between 2018 and 2019.
During 2017, Peoples closed six full-service bank branches, four located in Ohio, and two located in West Virginia. Peoples continues to evaluate its bank branch network in an effort to optimize efficiency.
On January 31, 2017, Peoples Insurance Agency acquired a third-party insurance administration company located in Piketon, Ohio for total cash consideration of $0.5 million, and recorded $0.5 million of customer relationship intangibles. 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 later 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 of the Notes to the Unaudited Consolidated Financial Statements.
Peoples' net interest income and net interest margin are impacted by changes in market interest rates based upon actions taken by the Federal Reserve Board (the "Fed"), either directly or through its Open Market Committee. These actions include changing its target Federal Funds Rate (the interest rate at which banks lend money to each other), Discount Rate (the interest rate charged to banks for money borrowed from a Federal Reserve Bank) and longer-term market interest rates (primarily U.S. Treasury securities). Interest rates also are affected by investor demand for U.S. Treasury securities. The resulting changes in the yield curve slope have a direct impact on reinvestment rates for Peoples' earning assets.
The Fed began tightening monetary policy in December 2015 by raising the benchmark Federal Funds Target Rate. Since then, the rate has increased six times from a range of 0%-.25% to its current range of 1.50%-1.75%. Expectations are for two to three more rate hikes in 2018 and possibly two to three in 2019. The Fed has also begun to reduce the size of its $4.5 trillion dollar balance sheet, which could result in higher interest rates as well. However, there was no indication that the Fed would alter its current posture of tightening monetary policy at future meetings. Peoples is closely monitoring interest rates, both foreign and domestic; and potential impacts of changes in interest rates to Peoples Bank's operations.
The impact of these transactions and events, where material, is discussed in the applicable sections of this Management’s Discussion and Analysis of Results of Operations and Financial Condition.
EXECUTIVE SUMMARY
Peoples recorded net income for the quarter ended March 31, 2018 of $11.7 million, or $0.64 per diluted common share, compared to $8.8 million, or $0.48 per diluted common share, for the same quarter a year ago and net income of $9.0 million, or $0.49 per diluted common share, for the linked quarter ended December 31, 2017. The increased earnings in the first quarter of 2018 compared to the first quarter of 2017 was due primarily to an increase in net interest income and non-interest income, and a decrease in income tax expense, offset by a higher provision for loan losses. The increased earnings compared to the fourth quarter of 2017 was attributable to decreased income tax expense.


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Net interest income was $29.4 million in the first quarter of 2018, compared to $26.9 million for the same quarter a year ago and $29.1 million for the linked quarter, while net interest margin was 3.66%, 3.55%, and 3.63%, respectively. In the first quarter of 2018, the net interest income and margin were positively impacted by loan growth and previous increases in interest rates, coupled with proceeds received on an investment security that had previously been written down due to an other-than-temporary impairment and continued accretion income from acquisitions.
Peoples' provision for loan losses for the three months ended March 31, 2018 was $2.0 million, compared to $0.6 million for the first quarter of 2017 and $1.1 million for the linked quarter. During the first quarter of 2018, provision for loan losses increased due to circumstances that decreased the likelihood of collectibility for one acquired commercial loan relationship, which was ultimately charged off in the amount of $827,000 at the end of the first quarter of 2018. The higher provision for loan losses recorded during the first quarter of 2018 compared to the previous quarters was also reflective of the continued loan growth which was partially offset by improvements in certain asset quality metrics.
For the first quarter of 2018, total non-interest income increased $1.3 million, or 9%, compared to the first quarter of 2017, and increased $1.2 million, or 9%, from the linked quarter. The increase in total non-interest income for the first quarter of 2018 compared to the first quarter of 2017 was primarily due to an increase in insurance income, resulting from the implementation of a new accounting standard, and the acquisition of a third-party insurance administration company on January 31, 2017 and a property and casualty focused independent insurance agency on October 2, 2017. In addition, the implementation of Accounting Standards Update 2016-01, requiring changes in the fair value of equity securities to be recognized in income beginning January 1, 2018, added $460,000 to total non-interest income during the first quarter of 2018. Another factor that contributed to the increase compared to the first quarter of 2017 was Small Business Administration ("SBA") loan sale revenue of $313,000 recorded during the first quarter of 2018. The increase in total non-interest income compared to the fourth quarter of 2017 was largely attributable to annual performance-based insurance commissions, which are primarily recognized in the first quarter of each year. Other factors that contributed to the increase were the recognition in income of changes in the fair value of equity securities and the SBA revenue, which were partially offset by the decrease in the gain on investment securities and a decrease in deposit account service charges.
Total non-interest expense for the first quarter of 2018, was $28.2 million, compared to $27.3 million for the first quarter of 2017 and $27.4 million for the linked quarter. The increases in non-interest expenses from the previous year first quarter and the linked quarter were primarily due to increases in salaries and employee benefit costs. In the first quarter of 2018, the Board of Directors granted a one-time stock award of unrestricted common shares to all full-time and part-time employees who did not already participate in the equity plan, which resulted in an expense of $388,000. Additionally impacting the increase in salaries and employee benefit costs were annual merit increases and an increase in employee count. Compared to the first quarter of 2017, the increase in total non-interest expense was also partially attributable to an increase in data processing and software expense, driven by the implementation of enhanced functionalities for Peoples' core banking system, including certain mobile banking tools made available to customers. Compared to the fourth quarter of 2017, the increase in salaries and employee benefit costs was partially offset by decreased professional fees. The non-core charges recorded during the first quarter of 2018 included acquisition costs of $149,000, compared to none in the first quarter of 2017, and $341,000 of acquisition costs and $242,000 of pension settlement charges in the fourth quarter of 2017.
Peoples' efficiency ratio, calculated as total non-interest expense less amortization of other intangible assets divided by fully tax-equivalent ("FTE") net interest income, plus total non-interest income, excluding all gains and losses, for the first quarter of 2018 was 61.75%, compared to 64.89% for the first quarter of 2017 and 62.07% for the linked quarter.
At March 31, 2018, total assets were $3.63 billion, compared to $3.58 billion at December 31, 2017. The $53.2 million, or 1%, increase was primarily the result of growth in loan balances, net of deferred fees and costs, of $45.2 million, or 8% annualized, as commercial loan balances increased $32.4 million, or 10% annualized, during the quarter. The growth in commercial loan balances was split between commercial and industrial loans, which grew $16.5 million, or 14% annualized, and commercial real estate loans, which grew $15.9 million, or 7% annualized. Indirect consumer lending also contributed to the total increase in loan balances, with growth of $7.1 million, or 8% annualized, during the quarter.
Total liabilities were $3.18 billion at March 31, 2018, up $55.0 million, or 2%, since December 31, 2017. The increase in liabilities during the first three months of 2018 was primarily due to an increase in deposits of $82.9 million, or 3%, offset partially by a decline in total borrowings of $26.5 million, or 8%. The increase in deposits was primarily due to a $77.4 million, or 29%, increase in governmental deposits, which are seasonally higher in the first quarter of each year compared to other quarters.
At March 31, 2018, total stockholders' equity was $456.8 million, a decrease of $1.8 million, compared to December 31, 2017. The decrease in total stockholders' equity, as well as the tangible equity to tangible asset ratio, and the tangible book value per common share, was largely a result of the decline in the market value of debt securities held within the investment


41

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portfolio. Regulatory capital ratios remained significantly higher than "well capitalized" minimums. Peoples' common equity tier 1 risk-based capital ratio was 13.28% at March 31, 2018, versus 13.23% at December 31, 2017; while, the tier 1 risk-based capital ratio was 13.57% at March 31, 2018, compared to 13.52% at December 31, 2017. The total risk-based capital ratio was 14.31% at March 31, 2018, compared to 14.39% at December 31, 2017. In addition, Peoples' tangible equity to tangible asset ratio was 8.97%, and its tangible book value per common share was $17.04 at March 31, 2018, versus 9.14% and $17.17, respectively, at December 31, 2017.



42

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


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The following tables detail Peoples’ average balance sheets for the periods presented:
 
For the Three Months Ended
 
March 31, 2018
 
December 31, 2017
 
March 31, 2017
(Dollars in thousands)
Average Balance
Income/ Expense
Yield/Cost
 
Average Balance
Income/ Expense
Yield/Cost
 
Average Balance
Income/ Expense
Yield/Cost
Short-term investments
$
11,291

$
52

1.87
%
 
$
17,847

$
61

1.36
%
 
$
7,415

$
15

0.82
%
Investment securities (a)(b):
 
 
 
 
 
 
 
 
 
 
 
Taxable
775,659

5,687

2.93
%
 
774,926

5,180

2.67
%
 
748,835

4,754

2.54
%
Nontaxable
97,134

814

3.35
%
 
100,727

1,024

4.07
%
 
113,779

1,222

4.30
%
Total investment securities
872,793

6,501

2.98
%
 
875,653

6,204

2.83
%
 
862,614

5,976

2.77
%
Loans (b)(c):
 
 
 
 
 
 
 
 
 
 
 
Commercial real estate, construction
118,589

1,333

4.50
%
 
120,471

1,312

4.26
%
 
94,215

993

4.22
%
Commercial real estate, other
765,076

9,124

4.77
%
 
753,172

9,035

4.69
%
 
734,442

8,423

4.59
%
Commercial and industrial
479,792

5,571

4.64
%
 
451,647

5,345

4.63
%
 
433,068

4,545

4.20
%
Residential real estate (d)
491,713

5,309

4.32
%
 
496,325

5,455

4.40
%
 
531,457

5,769

4.34
%
Home equity lines of credit
108,620

1,271

4.75
%
 
110,610

1,282

4.60
%
 
111,112

1,159

4.23
%
Consumer, indirect
343,128

3,130

3.70
%
 
338,615

3,217

3.77
%
 
269,821

2,232

3.35
%
Consumer, direct
68,422

1,162

6.89
%
 
69,815

1,300

7.39
%
 
70,206

1,218

7.04
%
Total loans
2,375,340

26,900

4.54
%
 
2,340,655

26,946

4.54
%
 
2,244,321

24,339

4.35
%
Less: Allowance for loan losses
(18,683
)
 
 
 
(18,840
)
 
 
 
(18,585
)
 
 
Net loans
2,356,657

26,900

4.58
%
 
2,321,815

26,946

4.58
%
 
2,225,736

24,339

4.39
%
Total earning assets
3,240,741

33,453

4.14
%
 
3,215,315

33,211

4.08
%
 
3,095,765

30,330

3.93
%
Intangible assets
144,190

 
 
 
143,942

 
 
 
145,546

 
 
Other assets
212,112

 
 
 
202,986

 
 
 
205,040

 
 
    Total assets
$
3,597,043

 
 
 
$
3,562,243

 
 
 
$
3,446,351

 
 
Deposits:
 
 
 
 
 
 
 
 
 
 
 
Savings accounts
$
452,882

$
64

0.06
%
 
$
443,056

$
64

0.06
%
 
$
439,206

$
59

0.05
%
Governmental deposit accounts
291,454

217

0.30
%
 
281,389

205

0.29
%
 
283,605

131

0.19
%
Interest-bearing demand accounts
567,252

221

0.16
%
 
565,885

233

0.16
%
 
286,487

78

0.11
%
Money market accounts
367,945

226

0.25
%
 
377,839

240

0.25
%
 
398,839

187

0.19
%
Retail certificates of deposit
338,226

765

0.92
%
 
342,165

765

0.89
%
 
342,837

726

0.86
%
Brokered certificates of deposit
156,645

720

1.86
%
 
138,013

566

1.63
%
 
84,929

306

1.46
%
Total interest-bearing deposits
2,174,404

2,213

0.41
%
 
2,148,347

2,073

0.38
%
 
1,835,903

1,487

0.33
%
Borrowed funds:
 
 
 
 
 
 
 
 
 
 
 
Short-term FHLB advances
144,306

663

1.86
%
 
86,858

402

1.84
%
 
134,411

221

0.67
%
Retail repurchase agreements
102,175

305

1.20
%
 
103,118

278

1.08
%
 
70,885

30

0.17
%
Total short-term borrowings
246,481

968

1.59
%
 
189,976

680

1.42
%
 
205,296

251

0.50
%
Long-term FHLB advances
118,995

564

1.92
%
 
137,478

653

1.88
%
 
125,154

661

2.14
%
Wholesale repurchase agreements


%
 
13,478

125

3.71
%
 
40,000

363

3.63
%
Other borrowings
7,106

122

6.87
%
 
7,055

118

6.69
%
 
6,899

110

6.38
%
Total long-term borrowings
126,101

686

2.20
%
 
158,011

896

2.25
%
 
172,053

1,134

2.66
%
  Total borrowed funds
372,582

1,654

1.80
%
 
347,987

1,576

1.80
%
 
377,349

1,385

1.48
%
      Total interest-bearing liabilities
2,546,986

3,867

0.61
%
 
2,496,334

3,649

0.58
%
 
2,213,252

2,872

0.53
%
Non-interest-bearing deposits
553,444

 
 
 
569,759

 
 
 
758,446

 
 
Other liabilities
42,381

 

 
 
37,502

 

 
 
35,663

 

 
Total liabilities
3,142,811

 
 
 
3,103,595

 
 

3,007,361

 
 
Total stockholders’ equity
454,232

 

 
 
458,648

 

 
 
438,990

 

 
Total liabilities and stockholders’ equity
$
3,597,043

 

 
 
$
3,562,243

 

 
 
$
3,446,351

 

 
Interest rate spread (b)
 
$
29,586

3.53
%
 
 
$
29,562

3.50
%
 
 
$
27,458

3.40
%
Net interest margin (b)
3.66
%
 
 
 
3.63
%
 
 
 
3.55
%


44

Table of Contents

(a)
Average balances are based on carrying value.
(b)
Interest income and yields are presented on a fully tax-equivalent basis using a 21% federal corporate income tax rate for the first quarter of 2018 and 35% for the previously reported periods.
(c)
Average balances include nonaccrual, impaired loans and loans held for sale. Interest income includes interest earned and received on nonaccrual loans prior to the loans being placed on nonaccrual status. Loan fees included in interest income were immaterial for all periods presented.
(d) Loans held for sale are included in the average loan balance listed. Related interest income on loans originated for sale prior to the loan being sold is included in loan interest income.
 
The following table provides an analysis of the changes in fully tax-equivalent ("FTE") net interest income:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended March 31, 2018 Compared to
(Dollars in thousands)
December 31, 2017
 
March 31, 2017
Increase (decrease) in:
Rate
Volume
Total (a)
 
Rate
Volume
Total (a)
INTEREST INCOME:
 
 
 
 
 
 
 
Short-term investments
$
85

$
(94
)
$
(9
)
 
$
26

$
11

$
37

Investment Securities (b): 
 
 
 
 
 
 
 
Taxable
450

57

507

 
758

175

933

Nontaxable
(175
)
(35
)
(210
)
 
(245
)
(163
)
(408
)
Total investment income
275

22

297

 
513

12

525

Loans (b):
 
 
 
 
 
 
 
Commercial real estate, construction
142

(121
)
21

 
70

270

340

Commercial real estate, other
45

44

89

 
343

358

701

Commercial and industrial
11

215

226

 
509

517

1,026

Residential real estate
(96
)
(50
)
(146
)
 
(31
)
(429
)
(460
)
Home equity lines of credit
110

(121
)
(11
)
 
273

(161
)
112

Consumer, indirect
(248
)
161

(87
)
 
246

652

898

Consumer, direct
(105
)
(33
)
(138
)
 
(31
)
(25
)
(56
)
Total loan income
(141
)
95

(46
)
 
1,379

1,182

2,561

Total interest income
219

23

242

 
1,918

1,205

3,123

INTEREST EXPENSE:
 
 
 
 
 
 
 
Deposits:
 
 
 
 
 
 
 
Savings accounts



 
3

2

5

Governmental deposit accounts
6

6

12

 
82

4

86

Interest-bearing demand accounts
(15
)
3

(12
)
 
44

99

143

Money market accounts
(4
)
(10
)
(14
)
 
125

(86
)
39

Brokered certificates of deposit
81

73

154

 
(169
)
418

249

Retail certificates of deposit
54

(54
)

 
191

13

204

Total deposit cost
122

18

140

 
276

450

726

Borrowed funds:
 
 
 
 
 
 
 
Short-term borrowings
48

240

288

 
680

37

717

Long-term borrowings
20

(230
)
(210
)
 
(35
)
(413
)
(448
)
Total borrowed funds cost
68

10

78

 
645

(376
)
269

Total interest expense
190

28

218

 
921

74

995

Net interest income
$
29

$
(5
)
$
24

 
$
997

$
1,131

$
2,128

(a)The change in interest due to both rate and volume has been allocated to rate and volume changes in proportion to the
relationship of the dollar amounts of the changes in each.
(b)
Interest income and yields are presented on a fully tax-equivalent basis using a 21% federal corporate income tax rate for the first quarter of 2018 and 35% for the first quarter of 2017.


45

Table of Contents

Net interest margin, which is calculated by dividing 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 interest-earning assets and interest-bearing liabilities.  FTE net interest income is calculated by increasing interest income to convert tax-exempt income earned on obligations of states and political subdivisions to the pre-tax equivalent of taxable income using a the federal corporate income tax rate of 21% for the first quarter of 2018 and 35% for the previously reported periods.  
The following table details the calculation of FTE net interest income:
 
Three Months Ended
 
March 31,
2018
December 31,
2017
March 31,
2017
(Dollars in thousands)
Net interest income, as reported
$
29,359

$
29,122

$
26,945

Taxable equivalent adjustments
227

440

513

Fully tax-equivalent net interest income
$
29,586

$
29,562

$
27,458

Loan growth, and the previous increases in interest rates, positively impacted net interest income and the net interest margin for the first quarter of 2018, compared to the previous periods. During the first quarter of 2018, proceeds of $341,000 were received on an investment security that had been previously written down due to an other-than-temporary impairment, which added 4 basis points to the net interest margin. The increase in net interest income compared to the fourth quarter of 2017 was muted by two fewer days in which interest was earned during the first quarter of 2018. The decline in the taxable equivalent adjustments was a result of the change in the federal corporate income tax rate, which was 21% for the first quarter of 2018 compared to 35% for the first and fourth quarters of 2017. Net interest income and net interest margin benefited from accretion income from acquisitions, net of amortization expense, which was $566,000 for the first quarter of 2018, compared to $829,000 for the first quarter of 2017 and $715,000 for the linked quarter, which added 7 basis points, 11 basis points and 8 basis points to net interest margin, respectively.
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,
2018
December 31,
2017
March 31,
2017
(Dollars in thousands)
Loan losses
$
1,842

$
900

$
400

Checking account overdrafts
141

215

224

Provision for loan losses
$
1,983

$
1,115

$
624

As a percentage of average total loans (a)
0.34
%
0.19
%
0.11
%
(a) Presented on an annualized basis
 
 
 
The provision for loan losses recorded represents the amount needed to maintain the adequacy of the allowance for loan losses based on management’s quarterly analysis of the loan portfolio and procedural methodology that estimates the amount of probable credit losses.  This process considers various factors that affect losses, such as changes in Peoples’ loan quality, historical loss experience and current economic conditions. During the first quarter of 2018, provision for loan losses increased due to circumstances that decreased the likelihood of collectibility for one acquired commercial loan relationship, which was ultimately charged off in the amount of $827,000 at the end of the first quarter of 2018. The higher provision for loan losses recorded during the first quarter of 2018, compared to the first quarter of 2017 and the linked quarter, was also due to loan growth, partially offset by improvements in certain asset quality metrics.
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.”


46

Table of Contents

Net Gain (Loss) on Asset Disposals and Other Transactions
The following table details the net gain (loss) on asset disposals and other transactions recognized by Peoples:
 
Three Months Ended
 
March 31,
2018
December 31,
2017
March 31,
2017
(Dollars in thousands)
Net gain (loss) on other assets
$
79

$
(64
)
$
(3
)
Net loss on other real estate owned ("OREO")
(5
)
(105
)

Net gain on other transactions

25


Net gain (loss) on asset disposals and other transactions
$
74

$
(144
)
$
(3
)
The net gain on other assets in the first quarter of 2018 related to increased indirect lending activity in connection with which assets had been repossessed and sold at a gain and or loss. The loss on other assets during the fourth quarter of 2017 related to the write-down of a closed office that was for sale. The loss on OREO during the fourth quarter of 2017 related to the sale of two commercial properties during the quarter.
Non-Interest Income
Insurance income comprised the largest portion of the first quarter 2018 total non-interest income.  The following table details Peoples' insurance income:
 
Three Months Ended
 
March 31,
2018
December 31,
2017
March 31,
2017
(Dollars in thousands)
Property and casualty insurance commissions
$
2,645

$
2,665

$
2,242

Performance-based commissions
1,347

50

1,306

Life and health insurance commissions
544

449

410

Other fees and charges
119

179

144

Insurance income
$
4,655

$
3,343

$
4,102

The increase in insurance income for the first quarter of 2018 compared to the first quarter of 2017 was primarily due to income attributable to the implementation of a new accounting standard. On January 1, 2018, Peoples adopted ASU 2014-09 - Revenue from Contracts with Customers (Topic 606), which primarily impacted recognition of insurance income and which will create some volatility in insurance income on a quarterly basis going forward. The impact of the implementation of the new standard on the first quarter of 2018 earnings was an increase in insurance income of $391,000, of which $310,000 was recognized in property and casualty insurance commissions and $81,000 in the life and health insurance commissions.
Also impacting the increase for the first quarter of 2018, was the continued growth resulting from the acquisition of a third-party insurance administration company on January 31, 2017 and a property and casualty focused independent insurance agency on October 2, 2017. Insurance income is higher in the first quarter as 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' fiduciary and brokerage revenues continued to be based primarily upon the value of assets under administration and management, with additional income generated from transaction commissions, cross-selling of products and additional retirement plan services business. The following tables detail Peoples’ trust and investment income and related assets under administration and management:


47

Table of Contents

 
Three Months Ended
 
March 31,
2018
December 31,
2017
March 31,
2017
(Dollars in thousands)
Fiduciary
$
1,606

$
1,595

$
1,503

Brokerage
964

963

809

Employee benefits
498

503

370

Trust and investment income
$
3,068

$
3,061

$
2,682

 
March 31,
2018
December 31,
2017
September 30,
2017
June 30,
2017
March 31,
2017
(Dollars in thousands)
Trust assets under administration and management
$
1,447,636

$
1,452,959

$
1,418,360

$
1,393,435

$
1,362,243

Brokerage assets under administration and management
882,018

887,303

862,530

836,192

805,361

Total assets under administration and management
$
2,329,654

$
2,340,262

$
2,280,890

$
2,229,627

$
2,167,604

Quarterly average
$
2,352,798

$
2,314,015

$
2,254,997

$
2,199,162

$
2,122,036

The increase in trust and investment income compared to the first quarter of 2017 was primarily due to the increase in assets under administration and management, and retirement benefit plans.
Deposit account service charges, which are based on the recovery of costs associated with services provided, comprised a significant portion of People's non-interest income. The following table details Peoples' deposit account service charges:
 
Three Months Ended
 
March 31,
2018
December 31,
2017
March 31,
2017
(Dollars in thousands)
Overdraft and non-sufficient funds fees
$
1,439

$
1,699

$
1,614

Account maintenance fees
675

652

536

Other fees and charges
6

133

279

Deposit account service charges
$
2,120

$
2,484

$
2,429

The decline in overdrafts and non-sufficient funds fees was partially due to changes made to the calculation of fees to be more in-line with industry practices. 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. Management periodically evaluates its cost recovery fees to ensure they are reasonable based on operational costs and similar to fees charged in Peoples' markets by competitors. The increase in account maintenance fees in the first quarter of 2018 compared to the prior periods was largely due to implementation of new consumer checking products that occurred during the second half of 2017.
The following table details the other items included within Peoples' total non-interest income:
 
Three Months Ended
 
March 31,
2018
December 31,
2017
March 31,
2017
(Dollars in thousands)
E-banking income
$
2,785

$
2,666

$
2,561

Bank owned life insurance income
468

479

493

Mortgage banking income
351

483

387

Commercial loan swap fee income
116

237

268

Other non-interest income
1,331

366

412

Peoples' e-banking services include ATM and debit cards, direct deposit services, internet and mobile banking, and remote deposit capture, and serve as alternative delivery channels to traditional sales offices for providing services to clients. Revenue is derived largely from ATM and debit cards, as other services are mainly provided at no charge to the customers. The amount of e-banking income is largely dependent on the timing and volume of customer activity. Peoples has continued to experience increased customer volume and activity, as shown by the continued income growth.


48

Table of Contents

Mortgage banking income is comprised mostly of net gains from the origination and sale of long-term, fixed rate real estate loans in the secondary market, as well as servicing income for sold loans. As a result, the amount of income recognized by Peoples is largely dependent on customer demand and long-term interest rates for residential real estate loans offered in the secondary market. In the first quarter of 2018, Peoples sold approximately $10.1 million of loans to the secondary market compared to $13.6 million in the first quarter of 2017 and $16.9 million in the linked quarter. The volume of sales has a direct impact on the amount of mortgage banking income.
Commercial loan swap fee income is largely dependent on the timing and volume of customer activity.
Other non-interest income increased $919,000 from the first quarter of 2017, and $965,000 from the linked quarter. The increases were primarily due to the implementation of a new accounting standard, which changed how the fair value of equity securities was to be recognized beginning January 1, 2018. This accounting change added $460,000 to other non-interest income during the first quarter of 2018. Also contributing to the increase was $313,000 of income from SBA loans, primarily due to the gain on sale of SBA loans, recorded in the first quarter of 2018, compared to no income reported in the first or fourth quarters of 2017. Peoples continues to review income capabilities and has identified the sale of SBA loans as a source of other income.
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,
2018
December 31,
2017
March 31,
2017
(Dollars in thousands)
Base salaries and wages
$
10,372

$
9,809

$
10,067

Sales-based and incentive compensation
2,236

2,593

2,099

Employee benefits
1,571

1,571

1,927

Stock-based compensation
1,072

377

568

Deferred personnel costs
(431
)
(634
)
(360
)
Payroll taxes and other employment costs
1,170

874

1,195

Salaries and employee benefit costs
$
15,990

$
14,590

$
15,496

Full-time equivalent employees:
 
 
 

Actual at end of period
802

774

776

Average during the period
792

779

780

 
The increases in base salaries and wages compared to the first quarter of 2017 and the linked quarter were due primarily to annual merit increases, coupled with an increase in employee count. The decrease in employee benefits between the first quarter of 2018 and the first quarter of 2017 was due to lower medical insurance costs, which were the result of reduced claims. The increase in stock-based compensation compared to the prior periods was due primarily to the Board of Directors' grant of a one-time stock award of unrestricted common shares to all full-time and part-time employees who did not already participate in the equity plans, which resulted in expense of $388,000.

Peoples' net occupancy and equipment expense was comprised of the following:
 
Three Months Ended
 
March 31,
2018
December 31,
2017
March 31,
2017
(Dollars in thousands)
Depreciation
$
1,218

$
1,201

$
1,243

Repairs and maintenance costs
848

643

672

Net rent expense
209

242

219

Property taxes, utilities and other costs
591

567

579

Net occupancy and equipment expense
$
2,866

$
2,653

$
2,713



49

Table of Contents

The increase in repairs and maintenance costs was due to the increased maintenance costs associated with snow removal and other weather conditions.
The following table details the other items included in total non-interest expense:
 
Three Months Ended
 
March 31,
2018
December 31,
2017
March 31,
2017
(Dollars in thousands)
Professional fees
$
1,718

$
2,043

$
1,610

E-banking expense
1,528

1,387

1,514

Data processing and software expense
1,322

1,111

1,142

Amortization of other intangible assets
754

913

863

Franchise tax expense
644

496

583

FDIC insurance expense
366

477

433

Communication expense
344

341

410

Marketing expense
325

592

280

Foreclosed real estate and other loan expenses
228

284

196

Other non-interest expense
2,136

2,519

2,091

Professional fees for the first quarter of 2018 decreased $325,000, or 16%, from the linked quarter due primarily to reduced acquisition-related fees. Professional fees included $31,000, $10,000 and $327,000 of acquisition-related fees in the first quarter of 2018, the first quarter of 2017 and the linked quarter, respectively.
The growth in e-banking expense resulted from increased transaction volume and usage of debit card and other internet and mobile banking capabilities during the period.
Data processing and software expense increased $180,000, or 16%, from the first quarter of 2017 and $211,000, or 19%, from the linked quarter. The increases were driven by the implementation of enhanced functionalities for Peoples' core banking system, including making certain mobile banking tools available to customers.
Other non-interest expense decreased $383,000 from the linked quarter due primarily to operational losses that were recorded in the fourth quarter of 2017.
Income Tax Expense
For the three months ended March 31, 2018, Peoples recorded income tax expense of $2.4 million, for an effective tax rate of 16.9%. The decreased effective tax rate in the first quarter of 2018 included a tax benefit of $290,000 as a result of stock awards that settled or vested during the quarter. The majority of the vesting of such awards is recorded annually in the first quarter. Peoples' current estimate is that the effective tax rate for the entire year of 2018 will be approximately 18.5% to 19.5%, which excludes the impact of discrete items, such as the tax benefit of $290,000 that was noted above. In comparison, Peoples recorded an income tax expense of $3.9 million for the same period in 2017, for an effective tax rate of 30.4%. The decrease in the effective tax rate from the previous year was due to the recently-enacted Tax Cuts and Jobs Act, which reduced the federal statutory corporate income tax rate from 35% in 2017 to 21% in 2018.
The Tax Cuts and Jobs Act was enacted on December 22, 2017 and ASC 740 required Peoples to reflect the changes associated with the Act’s provisions in the fourth quarter of 2017. The Act is complex and has extensive implications for Peoples' federal taxes. At December 31, 2017, Peoples partially completed the accounting for the tax effects of enactment of the Act; however, in certain cases, Peoples made reasonable estimates of the effects of a reduced federal tax rate on its existing deferred tax balances. In other cases, Peoples has not been able to make a reasonable estimate and continued to account for those items based on its existing accounting under ASC 740, and the provisions of the tax laws that were in effect immediately prior to enactment. In all cases, Peoples will continue to make and refine its calculations during the re-measurement period as additional analysis is completed. In addition, these estimates may be affected as Peoples gains a more thorough understanding of the new tax law.
Additional information regarding Income Taxes can be found in Note 12 of the Notes to the Consolidated Financial Statements included in Peoples' 2017 Form 10-K.



50

Table of Contents

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 fee-based income minus total non-interest expense 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.
The following table provides a reconciliation of this non-GAAP financial measure to the amounts reported in Peoples' Unaudited Consolidated Financial Statements for the periods presented:    
 
Three Months Ended
 
March 31,
2018
December 31,
2017
March 31,
2017
(Dollars in thousands)
Pre-provision net revenue:
 
 
 
Income before income taxes
$
14,124

$
14,340

$
12,661

Add: provision for loan losses
1,983

1,115

624

Add: net loss on OREO
5

105


Add: net loss on other transactions

39

3

Less: net gain on investment securities
1

764

340

Less: net gain on other assets
79



Pre-provision net revenue
$
16,032

$
14,835

$
12,948

Total average assets
$
3,597,043

$
3,562,243

$
3,446,351

Pre-provision net revenue to total average assets (a)
1.81
%
1.65
%
1.52
%
(a) Presented on an annualized basis.
 
 
 
For the first three months of 2018, compared to the first three months of 2017, the increase in pre-provision net revenue was due largely to increases in net interest income and fee-based income, coupled with continued expense management.
Core Non-Interest Expense
Core non-interest expense is a financial measure used to evaluate Peoples' recurring expense stream. This measure is non-GAAP since it excludes the impact of acquisition-related costs and pension settlement charges.
The following table provides a reconciliation of this non-GAAP financial measure to the comparable GAAP amounts reported in Peoples' Unaudited Consolidated Financial Statements for the periods presented:

 
Three Months Ended
 
March 31,
2018
December 31,
2017
March 31,
2017
(Dollars in thousands)
Core non-interest expense:
 
 
 
Total non-interest expense
$
28,221

$
27,406

$
27,331

Less: acquisition-related costs
149

341


Less: pension settlement charges

242


Core non-interest expense
$
28,072

$
26,823

$
27,331

Efficiency Ratio
The efficiency ratio is a key financial measure used to monitor performance. The efficiency ratio is calculated as total non-interest expense (less amortization of other intangible assets) as a percentage of FTE net interest income plus total fee-based income. This measure is non-GAAP since it excludes amortization of other intangible assets and all gains and/or losses included in earnings, and uses FTE net interest income.


51

Table of Contents

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,
2018
December 31,
2017
March 31,
2017
(Dollars in thousands)
 
 
 
 
Efficiency ratio:
 
 
 
Total non-interest expense
$
28,221

$
27,406

$
27,331

Less: Amortization of other intangible assets
754

913

863

Adjusted total non-interest expense
$
27,467

$
26,493

$
26,468

Total non-interest income
14,969

13,739

13,671

Less net gain on investment securities
1

764

340

Less net gain (loss) on asset disposals and other transactions
74

(144
)
(3
)
Total fee-based income
$
14,894

$
13,119

$
13,334

Net interest income
$
29,359

$
29,122

$
26,945

Add: Fully tax-equivalent adjustment
227

440

513

Net interest income on a fully tax-equivalent basis
$
29,586

$
29,562

$
27,458

Adjusted revenue
$
44,480

$
42,681

$
40,792

Efficiency ratio
61.75
%
62.07
%
64.89
%
Core non-interest expense
$
28,072

$
26,823

$
27,331

Less: Amortization of other intangible assets
754

913

863

Adjusted core non-interest expense
$
27,318

$
25,910

$
26,468

Adjusted revenue
44,480

42,681

40,792

Efficiency ratio adjusted for non-core items
61.42
%
60.71
%
64.89
%
The lower efficiency ratio in the first quarter of 2018 compared to the first quarter of 2017 was primarily due to an increase in net interest income and total fee-based income. The increase in the adjusted efficiency ratio from the linked quarter was due to increased total non-interest expense. Operating leverage continued to be positive for the first quarter of 2018 compared to the first quarter of 2017 as revenue increased 10%, while expenses only grew 3% compared to the first quarter of 2017.
Management is targeting an efficiency ratio of 61% to 63% for the full year of 2018, absent acquisition-related costs and other non-core charges.
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.


52

Table of Contents

 
Three Months Ended
 
March 31,
2018
December 31,
2017
March 31,
2017
(Dollars in thousands)
Annualized net income excluding amortization of other intangible assets:
Net income
$
11,741

$
9,001

$
8,809

Add: amortization of other intangible assets
754

913

863

Less: tax effect of amortization of other intangible assets (a)
158

320

302

Net income excluding amortization of other intangible assets
$
12,337

$
9,594

$
9,370

Days in the quarter
90

92

90

Days in the year
365

365

365

Annualized net income
$
47,616

$
35,710

$
35,725

Annualized net income excluding amortization of other intangible assets
$
50,033

$
38,063

$
38,001

Average tangible stockholders' equity:
 
 
Total average stockholders' equity
$
454,232

$
458,648

$
438,990

Less: average goodwill and other intangible assets
144,190

143,942

145,546

Average tangible stockholders' equity
$
310,042

$
314,706

$
293,444

Return on average stockholders' equity ratio:
 
 
Annualized net income
$
47,616

$
35,710

$
35,725

Average stockholders' equity
$
454,232

$
458,648

$
438,990

Return on average stockholders' equity
10.48
%
7.79
%
8.14
%
Return on average tangible stockholders' equity ratio:
Annualized net income excluding amortization of other intangible assets
$
50,033

$
38,063

$
38,001

Average tangible stockholders' equity
$
310,042

$
314,706

$
293,444

Return on average tangible stockholders' equity
16.14
%
12.09
%
12.95
%
(a) Used a 21% federal corporate income tax rate for the first quarter of 2018 and 35% for the previously reported periods.
FINANCIAL CONDITION
Cash and Cash Equivalents
At March 31, 2018, Peoples' interest-bearing deposits in other banks increased $3.4 million from December 31, 2017. The total cash and cash equivalent balance included $16.9 million of excess cash reserves being maintained at the Federal Reserve Bank of Cleveland at March 31, 2018, compared to $9.3 million at December 31, 2017. 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 2018, Peoples' total cash and cash equivalents increased $435,000 as Peoples' net cash used in investing activities of $61.5 million was less than the sum of net cash provided by financing and operating activities of $50.4 million and $11.7 million, respectively. Peoples' investing activities reflected a net increase of $46.4 million in loans and purchases of $44.4 million in available-for-sale investment securities, which were partially offset by $30.8 million in net proceeds from sales, principal payments, calls and prepayments on available-for-sale and held-to-maturity investment securities. Financing activities included a net increase of $82.8 million in deposits which was offset partially by a net decrease of $26.6 million in borrowings and $4.7 million of cash dividends paid.
Through the first three months of 2017, Peoples' total cash and cash equivalents decreased by $1.8 million. Peoples' net cash used in investing activities of $33.3 million exceeded cash provided by financing and operating activities of $18.1 million and $13.4 million, respectively. Peoples' investing activities reflected purchases of $41.1 million in available-for-sale


53

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


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Table of Contents


Investment Securities
The following table provides information regarding Peoples’ investment portfolio:
(Dollars in thousands)
March 31,
2018
December 31,
2017
September 30,
2017
June 30,
2017
March 31,
2017
Available-for-sale securities, at fair value:
 
 
 
 
Obligations of:
 
 
 
 
 
States and political subdivisions
97,205

101,569

104,560

111,390

114,712

Residential mortgage-backed securities
681,746

673,664

672,106

664,341

640,299

Commercial mortgage-backed securities
6,864

6,976

7,128

8,092

16,424

Bank-issued trust preferred securities
5,095

5,129

5,154

5,144

4,964

Equity securities (a)

7,849

8,073

10,121

10,562

Total fair value
$
790,910

$
795,187

$
797,021

$
799,088

$
786,961

Total amortized cost
$
808,689

$
797,732

$
792,810

$
792,803

$
782,947

Net unrealized (loss) gain
$
(17,779
)
$
(2,545
)
$
4,211

$
6,285

$
4,014

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



 
 
 
States and political subdivisions
$
3,807

$
3,810

$
3,812

$
3,815

$
3,818

Residential mortgage-backed securities
31,590

32,487

33,648

34,264

34,812

Commercial mortgage-backed securities
4,254

4,631

4,703

4,981

5,392

Total amortized cost
$
39,651

$
40,928

$
42,163

$
43,060

$
44,022

Other investment securities (a)
$
46,756

$
38,371

$
38,371

$
38,371

$
38,371

Total investment portfolio:


 
 
 
 
Amortized cost
$
895,096

$
877,031

$
873,344

$
874,234

$
865,340

Carrying value
$
877,317

$
874,486

$
877,555

$
880,519

$
869,354

(a) As of January 1, 2018, Peoples adopted ASU 2016-01, resulting in the reclassification of equity securities from available-for-sale investment securities to other
investment securities. At December 31, 2017, $7.8 million of equity securities were included in available-for-sale investment securities, and at March 31, 2018, $7.5
million of equity securities were included in other investment securities.
Peoples' investment in residential and commercial mortgage-backed securities largely consists of securities either guaranteed by the U.S. government or issued by U.S. government sponsored agencies, such as Fannie Mae and Freddie Mac. The remaining portions of Peoples' mortgage-backed securities consist of securities issued by other entities, including other financial institutions, which are not guaranteed by the U.S. government.
The amount of these “non-agency” securities included in the residential mortgage-backed securities totals above was as follows:
(Dollars in thousands)
March 31,
2018
December 31,
2017
September 30,
2017
June 30,
2017
March 31,
2017
Total fair value
$
1,478

$
1,924

$
2,067

$
2,502

$
2,702

Total amortized cost
1,607

2,109

2,253

2,703

2,916

     Net unrealized loss
$
(129
)
$
(185
)
$
(186
)
$
(201
)
$
(214
)
 
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, 2018, 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.


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Table of Contents

Loans
The following table provides information regarding outstanding loan balances:
(Dollars in thousands)
March 31,
2018
December 31,
2017
September 30,
2017
June 30,
2017
March 31,
2017
Gross originated loans:
 
 
 
 
 
Commercial real estate, construction
$
99,757

$
107,118

$
111,187

$
103,039

$
93,886

Commercial real estate, other
627,932

595,447

573,256

567,537

535,474

     Commercial real estate
727,689

702,565

684,443

670,576

629,360

Commercial and industrial
455,243

438,051

407,468

392,097

384,548

Residential real estate
302,890

304,523

304,094

306,385

308,153

Home equity lines of credit
87,722

88,902

88,421

88,229

85,512

Consumer, indirect
347,607

340,390

335,436

305,580

283,106

Consumer, direct
67,386

67,010

68,286

67,287

66,283

    Consumer
414,993

407,400

403,722

372,867

349,389

Deposit account overdrafts
543

849

507

521

721

Total originated loans
$
1,989,080

$
1,942,290

$
1,888,655

$
1,830,675

$
1,757,683

Gross acquired loans (a):
 
 
 
 
 
Commercial real estate, construction
$
8,054

$
8,319

$
8,565

$
9,130

$
9,431

Commercial real estate, other
156,115

165,120

174,157

182,682

194,581

     Commercial real estate
164,169

173,439

182,722

191,812

204,012

Commercial and industrial
33,815

34,493

36,462

39,376

44,189

Residential real estate
194,063

184,864

194,950

206,502

216,059

Home equity lines of credit
20,008

20,575

22,366

23,481

24,516

Consumer, indirect
253

329

408

533

656

Consumer, direct
940

1,147

1,472

1,980

2,387

    Consumer
1,193

1,476

1,880

2,513

3,043

Total acquired loans
$
413,248

$
414,847

$
438,380

$
463,684

$
491,819

Total loans
$
2,402,328

$
2,357,137

$
2,327,035

$
2,294,359

$
2,249,502

Percent of loans to total loans:
 
 
 
 
 
Commercial real estate, construction
4.5
%
4.9
%
5.1
%
4.9
%
4.6
%
Commercial real estate, other
32.6
%
32.3
%
32.2
%
32.7
%
32.4
%
     Commercial real estate
37.1
%
37.2
%
37.3
%
37.6
%
37.0
%
Commercial and industrial
20.4
%
20.0
%
19.1
%
18.8
%
19.1
%
Residential real estate
20.7
%
20.8
%
21.4
%
22.4
%
23.3
%
Home equity lines of credit
4.5
%
4.6
%
4.8
%
4.9
%
4.9
%
Consumer, indirect
14.5
%
14.5
%
14.4
%
13.3
%
12.6
%
Consumer, direct
2.8
%
2.9
%
3.0
%
3.0
%
3.1
%
    Consumer
17.3
%
17.4
%
17.4
%
16.3
%
15.7
%
Deposit account overdrafts
NM

NM

NM

NM

NM

Total percentage
100.0
%
100.0
%
100.0
%
100.0
%
100.0
%
Residential real estate loans being serviced for others
$
412,154

$
412,965

$
409,199

$
402,516

$
399,279

 
(a)
Includes all loans acquired, and related loan discount or premium recorded in 2012 and thereafter. Loans that were acquired and subsequently re-underwritten, are reported as originated upon execution of such credit actions (for example, renewals and increases in lines of credit).
While commercial loans comprise the largest portion of Peoples Bank's loan portfolio, residential real estate lending remains a focus of Peoples Bank. The originated loans may either be retained in Peoples Bank's loan portfolio, or sold into the secondary market. During the first quarter of 2018, Peoples acquired a loan portfolio in the amount of $16.5 million which increased the acquired residential real estate loans. Peoples plans to continue to purchase residential real estate loans as customer demand in the Peoples geographic areas has decreased due to increasing interest rates. Peoples Bank's portfolio of residential real estate loans comprised 20.7% of total loans at March 31, 2018, and 20.8% at December 31, 2017. Peoples Bank also had $3.6 million of residential real estate loans held for sale and was servicing $412.2 million of loans, consisting primarily of one-to-four family residential mortgages, previously sold in the secondary market. Peoples Bank requires


56

Table of Contents

evidence of insurance at the time of the loan closing, and additionally, has a blanket insurance policy to cover residential real estate loans that do not include an insurance escrow account.
Period-end total loan balances at March 31, 2018 increased $152.8 million, or 7%, compared to March 31, 2017 period-end loan balances. Commercial loan balances grew $118.8 million, or 9%, compared to March 31, 2017, while indirect consumer loan balances increased $64.1 million, or 23%, compared to March 31, 2017.
Period-end total loan balances at March 31, 2018 increased $45.2 million, or 8% annualized, compared to December 31, 2017 period-end loan balances. Commercial loans balances grew $32.4 million, or 10% annualized, with commercial and industrial loans growing $16.5 million, or 14% annualized, during the quarter. Indirect consumer loans grew $7.1 million, or 8% annualized, during the first quarter of 2018 compared to December 31, 2017. The growth in indirect consumer loan balances has moderated over the last few quarters due to an increase in pricing that Peoples has implemented periodically over the last year, and increased competition.
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, continued 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, 2018:
(Dollars in thousands)
Outstanding Balance
Loan Commitments
Total Exposure
% of Total
Commercial real estate, construction:
 
 
 
 
Apartment complexes
$
36,895

$
55,404

$
92,299

39.0
%
Light industrial
11,520

1,639

13,159

5.6
%
Mixed-use facilities
10,351

19,070

29,421

12.4
%
Child Care and Educational Services
8,600

546

9,146

3.9
%
Office buildings
7,478

22,092

29,570

12.5
%
Assisted living facilities and nursing homes
5,370

24,387

29,757

12.6
%
Other (a)
27,597

5,622

33,219

14.0
%
Total commercial real estate, construction
$
107,811

$
128,760

$
236,571

100.0
%
(a)
All other outstanding balances are less than 2% of the total loan portfolio.



57

Table of Contents

(Dollars in thousands)
Outstanding Balance
Loan Commitments
Total Exposure
% of Total
Commercial real estate, other:
 
 
 
 
Office buildings and complexes:
 
 
 
 
Owner occupied
$
44,071

$
2,571

$
46,642

5.7
%
Non-owner occupied
46,734

498

47,232

5.8
%
Total office buildings and complexes
90,805

3,069

93,874

11.5
%
Apartment complexes
81,384

187

81,571

10.1
%
Mixed-use facilities:
 
 
 
 
Owner occupied
37,129

868

37,997

4.7
%
Non-owner occupied
39,582

1,491

41,073

5.1
%
Total mixed-use facilities
76,711

2,359

79,070

9.8
%
Light industrial facilities:
 
 
 
 
Owner occupied
50,702

38

50,740

6.3
%
Non-owner occupied
11,879


11,879

1.5
%
Total light industrial facilities
62,581

38

62,619

7.8
%
Lodging and lodging related
37,855

587

38,442

4.7
%
Assisted living facilities and nursing homes
35,202

951

36,153

4.5
%
Warehouse facilities
30,723

298

31,021

3.8
%
Retail facilities:
 
 
 
 
Owner occupied
27,410

663

28,073

3.4
%
Non-owner occupied
32,147

982

33,129

4.1
%
Total retail facilities
59,557

1,645

61,202

7.5
%
Other
309,229

18,438

327,667

40.3
%
Total commercial real estate, other
$
784,047

$
27,572

$
811,619

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 either March 31, 2018 or December 31, 2017.
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,
2018
December 31,
2017
September 30,
2017
June 30,
2017
March 31,
2017
Commercial real estate
$
8,062

$
7,797

$
7,534

$
7,328

$
7,066

Commercial and industrial
5,269

5,813

6,415

6,727

6,534

     Total commercial
13,331

13,610

13,949

14,055

13,600

Residential real estate
1,086

904

924

960

1,145

Home equity lines of credit
690

693

679

676

675

Consumer, indirect
3,034

2,944

2,814

2,549

2,409

Consumer, direct
473

464

441

402

438

    Consumer
3,507

3,408

3,255

2,951

2,847

Deposit account overdrafts
76

70

70

83

111

Originated allowance for loan losses
18,690

18,685

18,877

18,725

18,378

Acquired allowance for loan losses
108

108

115

90

90

Allowance for loan losses
$
18,798

$
18,793

$
18,992

$
18,815

$
18,468

As a percent of total loans, net of deferred fees and costs
0.78
%
0.80
%
0.82
%
0.82
%
0.82
%


58

Table of Contents

At March 31, 2018, the allowance for loan losses was $18.8 million, compared to $18.5 million at March 31, 2017 and $18.8 million at December 31, 2017. The ratio of the allowance for loan losses as a percent of total loans net of deferred fees and costs, was 0.78% at March 31, 2018, compared to 0.82% at March 31, 2017 and 0.80% at December 31, 2017. The continued decline in this ratio was primarily due to the stabilization of Peoples' asset quality metrics.
The higher provision for loan losses recorded during the first quarter of 2018 compared to the previous quarters reflected the continued loan growth which was partially offset by improvements in certain asset quality metrics. The increase was also due to circumstances that decreased the likelihood of collectibility for one acquired commercial loan relationship, which was ultimately charged-off at March 31, 2018, in the amount of $827,000.
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.


59

Table of Contents

The following table summarizes Peoples’ net charge-offs and recoveries:
 
Three Months Ended
(Dollars in thousands)
March 31,
2018
December 31,
2017
September 30,
2017
June 30,
2017
March 31,
2017
Gross charge-offs:
 
 
 
 
 
Commercial real estate, other
$
842

$
383

$

$
25

$

Commercial and industrial
31

10

48


117

Residential real estate
145

186

245

98

108

Home equity lines of credit
37

31

80

17

3

Consumer, indirect
929

617

494

516

483

Consumer, direct
110

104

106

129

40

    Consumer
1,039

721

600

645

523

Deposit account overdrafts
205

271

246

172

349

Total gross charge-offs
$
2,299

$
1,602

$
1,219

$
957

$
1,100

Recoveries:
 
 
 
 
 
Commercial real estate, other
$
15

$
11

$
19

$
14

$
102

Commercial and industrial


1



Residential real estate
26

24

19

20

89

Home equity lines of credit
7

4

3

3

3

Consumer, indirect
134

166

175

217

206

Consumer, direct
69

27

46

56

50

    Consumer
203

193

221

273

256

Deposit account overdrafts
70

56

47

47

65

Total recoveries
$
321

$
288

$
310

$
357

$
515

Net charge-offs (recoveries):
 
 
 
 
 
Commercial real estate, other
$
827

$
372

$
(19
)
$
11

$
(102
)
Commercial and industrial
31

10

47


117

Residential real estate
119

162

226

78

19

Home equity lines of credit
30

27

77

14


Consumer, indirect
795

451

319

299

277

Consumer, direct
41

77

60

73

(10
)
    Consumer
836

528

379

372

267

Deposit account overdrafts
135

215

199

125

284

Total net charge-offs
$
1,978

$
1,314

$
909

$
600

$
585

Ratio of net charge-offs (recoveries) to average total loans (annualized):
 
 
Commercial real estate
0.14
%
0.06
%
%
0.01
%
(0.01
)%
Commercial and industrial
0.01
%
%
0.01
%
%
0.02
 %
Residential real estate
0.02
%
0.03
%
0.04
%
0.01
%
—%

Home equity lines of credit
0.01
%
%
0.02
%
0.01
%
—%

Consumer, indirect
0.13
%
0.08
%
0.05
%
0.05
%
0.05
 %
Consumer, other
0.01
%
0.01
%
0.01
%
0.01
%
 %
    Consumer
0.14
%
0.09
%
0.06
%
0.06
%
0.05
 %
Deposit account overdrafts
0.02
%
0.04
%
0.03
%
0.02
%
0.05
 %
Total
0.34
%
0.22
%
0.16
%
0.11
%
0.11
 %



60

Table of Contents

The increase in net charge-offs during the first quarter of 2018 was primarily related to one acquired commercial loan relationship and increased consumer indirect charge-offs related to the increased portfolio. The trend for charge-offs on indirect loans continued to increase as the growth in loan balances in this portfolio over the last few quarters has started to season, which has resulted in the charge-offs being recorded.
The following table details Peoples’ nonperforming assets: 
(Dollars in thousands)
March 31,
2018
December 31,
2017
September 30,
2017
June 30,
2017
March 31,
2017
Loans 90+ days past due and accruing:
 
 
 
 
 
Commercial real estate, other
$
71

$
215

$
1,272

$
224

$
456

Commercial and industrial

45

832

919

1,358

Residential real estate
930

1,278

1,415

1,406

1,020

Home equity lines of credit
29

72

15

34

111

Consumer, indirect




61

Consumer, direct

16

8



   Consumer

16

8


61

Total loans 90+ days past due and accruing
$
1,030

$
1,626

$
3,542

$
2,583

$
3,006

Nonaccrual loans:
 
 
 
 
 
Commercial real estate, construction
$
732

$
754

$
776

$
797

$
819

Commercial real estate, other
6,268

6,348

7,321

7,711

8,893

   Commercial real estate
7,000

7,102

8,097

8,508

9,712

Commercial and industrial
1,252

506

584

626

639

Residential real estate
3,967

4,267

4,055

4,271

4,019

Home equity lines of credit
656

772

589

450

438

Consumer, indirect
180

158

79

138

153

Consumer, direct
11

32

31

23

1

   Consumer
191

190

110

161

154

Total nonaccrual loans
$
13,066

$
12,837

$
13,435

$
14,016

$
14,962

Nonaccrual troubled debt restructurings (TDRs):
 
 
 
 
 
Commercial real estate, other
674

$
721

$
336

$
335

$
558

Commercial and industrial
487

492

694

821

910

Residential real estate
1,761

1,447

1,592

1,543

1,699

Home equity lines of credit
81

90

85

101

102

Consumer, indirect
126

98

75

102

58

Consumer, direct
7

7

2

3

4

   Consumer
133

105

77

105

62

Total nonaccrual TDRs
3,136

2,855

2,784

2,905

3,331

Total nonperforming loans (NPLs)
17,232

17,318

19,761

19,504

21,299

Other real estate owned (OREO):
 
 
 
 
 
Commercial

$

$
167

$
545

$
545

Residential
99

208

109

107

132

Total OREO
99

208

276

652

677

Total nonperforming assets (NPAs)
$
17,331

$
17,526

$
20,037

$
20,156

$
21,976

Criticized loans (a)
116,243

90,418

96,671

111,480

101,284

Classified loans (b)
44,661

46,380

41,233

53,041

56,503



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(Dollars in thousands)
March 31,
2018
December 31,
2017
September 30,
2017
June 30,
2017
March 31,
2017
Asset Quality Ratios:
 
 
 
 
 
NPLs as a percent of total loans (c)(d)
0.72
%
0.73
%
0.85
%
0.85
%
0.95
%
NPAs as a percent of total assets (c)(d)
0.48
%
0.49
%
0.56
%
0.57
%
0.64
%
NPAs as a percent of total loans and OREO (c)(d)
0.72
%
0.74
%
0.86
%
0.88
%
0.98
%
Allowance for loan losses as a percent of NPLs (c)
109.08
%
108.52
%
96.11
%
96.47
%
86.71
%
Criticized loans as a percent of total loans (c)
4.84
%
3.84
%
4.15
%
4.86
%
4.50
%
Classified loans as a percent of total loans (c)
1.86
%
1.97
%
1.77
%
2.31
%
2.51
%
(a) Includes loans categorized as special mention, substandard or doubtful.
(b) Includes loans categorized as substandard or doubtful.
(c) Data presented as of the end of the period indicated.
(d) Nonperforming loans include loans 90+ days past due and accruing, renegotiated loans and nonaccrual loans. Nonperforming assets include nonperforming
loans and OREO.

Deposits
The following table details Peoples’ deposit balances:
(Dollars in thousands)
March 31,
2018
December 31,
2017
September 30,
2017
June 30,
2017
March 31,
2017
Non-interest-bearing deposits (a)
$
570,804

$
556,010

$
724,846

$
772,061

$
785,047

Interest-bearing deposits:
 
 
 
 
 
Interest-bearing demand accounts (a)
584,563

593,415

384,261

303,501

292,187

Savings accounts
461,440

446,714

440,633

443,110

445,720

Money market deposit accounts
364,232

371,376

388,876

397,211

386,999

Governmental deposit accounts
341,920

264,524

289,895

297,560

330,477

Retail certificates of deposit (CDs) (b)
335,843

338,673

343,122

352,758

353,918

Brokered certificates of deposit (b)
154,379

159,618

93,049

110,943

107,817

Total interest-bearing deposits
2,242,377

2,174,320

1,939,836

1,905,083

1,917,118

  Total deposits
$
2,813,181

$
2,730,330

$
2,664,682

$
2,677,144

$
2,702,165

(a)
The sum of amounts presented are considered total demand deposits.
(b)
Prior periods reclassified.

As of March 31, 2018, period-end deposits increased $82.9 million, or 3%, compared to December 31, 2017, and $111.0 million, or 4%, compared to March 31, 2017. Compared to the end of the linked quarter, the growth was largely due to an increase of $77.4 million, or 29%, in governmental deposits. Balances in governmental deposits are seasonally higher in the first quarter of each year compared to other quarters. Deposit balances for commercial customers in total were up $111.1 million at March 31, 2018 compared to December 31, 2017, and were partially offset by decreases of $28.2 million in consumer customer deposit balances.
Compared to the end of the first quarter of 2017, the increase was primarily attributable to growth of $78.1 million in demand deposit accounts, which was largely driven by increases in commercial customer balances. In addition, total certificates of deposit grew $28.5 million compared to the end of the first quarter of 2017. Total certificates of deposit increased compared to the first quarter of 2017 primarily due to the addition of relatively shorter term funding on the balance sheet in the form of brokered certificates of deposit. The brokered certificates of deposit are largely made up of one-way buy products offered through Certificate of Deposit Account Registry Service ("CDARS"). Increases in deposit balances for commercial customers contributed 71% of the growth in total deposits at March 31, 2018 compared to March 31, 2017.
Total demand deposit accounts comprised 41% of total deposits at March 31, 2018, compared to 40% at March 31, 2017 and 42% at December 31, 2017. 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 CDs.


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Borrowed Funds
The following table details Peoples’ short-term and long-term borrowings:
(Dollars in thousands)
March 31,
2018
December 31,
2017
September 30,
2017
June 30,
2017
March 31,
2017
Short-term borrowings:
 
 
 
 
 
FHLB advances
$
104,579

$
92,592

$
116,597

$
65,000

$
32,000

Retail repurchase agreements
98,896

116,899

77,120

77,532

73,752

Total short-term borrowings
203,475

209,491

193,717

142,532

105,752

Long-term borrowings:
 
 
 
 
 
FHLB advances
116,352

136,939

148,862

172,038

127,581

National market repurchase agreements


40,000

40,000

40,000

Unamortized debt issuance costs
(22
)
(27
)
(33
)
(39
)
(45
)
Junior subordinated debt securities
7,151

7,107

7,061

7,015

6,970

Total long-term borrowings
123,481

144,019

195,890

219,014

174,506

Total borrowed funds
$
326,956

$
353,510

$
389,607

$
361,546

$
280,258

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 at March 31, 2018 increased $12.0 million and $72.6 million compared to December 31, 2017 and March 31, 2017, respectively. The increase in short-term borrowings from December 31, 2017 was primarily related to Peoples funding $20.0 million of interest rate swaps with a short-term FHLB advance at a weighted rate of 1.62%. The increase from March 31, 2017 was primarily due to $40.0 million of long-term FHLB advances, with fixed rates ranging from 1.20% to 3.92%, which were reclassified to short-term borrowings due to the advances maturing within one year, coupled with loan growth out-pacing deposit growth. Peoples continually evaluates the overall balance sheet position given the interest rate environment.
As of March 31, 2018, Peoples had seven interest rate swaps with a notional value of $60.0 million associated with Peoples' cash outflows for various FHLB advances. Two of the seven swaps became effective in January 2018, of the five remaining swaps two will become effective in April 2018, one in July of 2018 and two in October 2018. These dates roughly coincide with the maturity of existing FHLB advances.
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, 2018, 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. 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, 2018, Peoples' had a capital conservation buffer of 6.42%, 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, 2018.


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The following table details Peoples' risk-based capital levels and corresponding ratios:
(Dollars in thousands)
March 31,
2018
December 31,
2017
September 30,
2017
June 30,
2017
March 31,
2017
Capital Amounts:
 
 
 
 
 
Common Equity Tier 1
$
335,393

$
327,172

$
326,966

$
318,849

$
310,856

Tier 1
342,544

334,279

334,027

325,865

317,826

Total (Tier 1 and Tier 2)
361,343

355,977

355,951

348,309

340,147

Net risk-weighted assets
$
2,524,970

$
2,473,329

$
2,456,797

$
2,419,335

$
2,382,874

Capital Ratios:
 
 
 
 
 
Common Equity Tier 1
13.28
%
13.23
%
13.31
%
13.18
%
13.05
%
Tier 1
13.57
%
13.52
%
13.60
%
13.47
%
13.34
%
Total (Tier 1 and Tier 2)
14.31
%
14.39
%
14.49
%
14.40
%
14.27
%
Leverage ratio
9.86
%
9.75
%
9.82
%
9.72
%
9.60
%
Many of Peoples' capital ratios at March 31, 2018 increased compared to December 31, 2017 largely due to earnings during the quarter, which exceeded the dividends declared and paid during the quarter by $7.0 million.
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 amounts reported in 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 Peoples to incur losses but remain solvent.
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,
2018
December 31,
2017
September 30,
2017
June 30,
2017
March 31,
2017
Tangible equity:
 
 
 
 
 
Total stockholders' equity
$
456,815

$
458,592

$
457,386

$
451,353

$
443,009

Less: goodwill and other intangible assets
143,820

144,576

143,859

144,692

145,505

Tangible equity
$
312,995

$
314,016

$
313,527

$
306,661

$
297,504

Tangible assets:
 
 
 
 
 
Total assets
$
3,634,929

$
3,581,686

$
3,552,412

$
3,525,126

$
3,459,276

Less: goodwill and other intangible assets
143,820

144,576

143,859

144,692

145,505

Tangible assets
$
3,491,109

$
3,437,110

$
3,408,553

$
3,380,434

$
3,313,771

Tangible book value per common share:
 
 
 
 
Tangible equity
$
312,995

$
314,016

$
313,527

$
306,661

$
297,504

Common shares outstanding
18,365,035

18,287,449

18,281,194

18,279,036

18,270,508

Tangible book value per common share
$
17.04

$
17.17

$
17.15

$
16.78

$
16.28

Tangible equity to tangible assets ratio:
 
 
 
 
Tangible equity
$
312,995

$
314,016

$
313,527

$
306,661

$
297,504

Tangible assets
$
3,491,109

$
3,437,110

$
3,408,553

$
3,380,434

$
3,313,771

Tangible equity to tangible assets
8.97
%
9.14
%
9.20
%
9.07
%
8.98
%
The decrease in the tangible equity to tangible assets ratio at March 31, 2018 compared to December 31, 2017, and March 31, 2017 was due largely the decline in the market value of investment securities held within the investment portfolio.


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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 interest-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' 2017 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 (Decrease) in Interest Rate
Estimated Increase (Decrease) in
Net Interest Income
 
Estimated (Decrease) Increase in Economic Value of Equity
(in Basis Points)
March 31, 2018
 
December 31, 2017
 
March 31, 2018
 
December 31, 2017
300
$
4,221

 
3.4
 %
 
$
4,114

3.5
 %
 
$
(87,702
)
 
(13.5
)%
 
$
(83,466
)
(11.9
)%
200
3,330

 
2.7
 %
 
3,368

2.9
 %
 
(59,420
)
 
(9.2
)%
 
(56,377
)
(8.0
)%
100
2,132

 
1.7
 %
 
2,252

1.9
 %
 
(29,953
)
 
(4.6
)%
 
(27,710
)
(4.0
)%
(100)
(7,954
)
 
(6.4
)%
 
(8,352
)
(7.1
)%
 
12,741

 
2.0
 %
 
10,317

1.5
 %
Estimated changes in net interest income and economic value of equity are partially driven by assumptions regarding the rate at which non-maturity deposits will reprice given a move in short-term interest rates. These assumptions are monitored closely by Peoples and were last updated in May 2017.
At March 31, 2018, 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, 2018, Peoples had seven interest rate swaps with a notional value of $60.0 million. Additional information regarding Peoples' interest rate swaps can be found in Note 14 of the Notes to the Consolidated Financial Statements included in Peoples' 2017 Form 10-K..
Liquidity
In addition to IRR management, another major objective of the ALCO is to maintain a sufficient level of liquidity at Peoples Bank. The methods used by the ALCO to monitor and evaluate the adequacy of Peoples Bank's liquidity position remain unchanged from those disclosed in Peoples' 2017 Form 10-K.


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At March 31, 2018, Peoples Bank had liquid assets of $165.2 million, which represented 4.1% of total assets and unfunded commitments. This amount exceeded the minimal level by $85.2 million, or 2.1% of total loans and unfunded commitments, currently required under Peoples' liquidity policy. Peoples also had an additional $78.3 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 Bank's 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 Bank 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 Bank 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 Bank's normal course of business and include traditional off-balance sheet credit-related financial instruments, interest rate contracts and commitments to make additional capital contributions in low-income housing tax credit investments. Traditional off-balance sheet credit-related financial instruments continue to represent the most significant off-balance sheet exposure.
The following table details the total contractual amount of loan commitments and standby letters of credit:
 (Dollars in thousands)
March 31,
2018
December 31,
2017
September 30,
2017
June 30,
2017
March 31,
2017
Home equity lines of credit
$
86,787

$
83,949

$
84,101

$
86,086

$
86,037

Unadvanced construction loans
106,410

112,475

103,732

92,669

116,168

Other loan commitments
267,482

260,552

280,974

302,710

267,132

Loan commitments
$
460,679

$
456,976

$
468,807

$
481,465

$
469,337

Standby letters of credit
$
20,481

$
20,873

$
21,788

$
26,458

$
25,797

Management does not anticipate that Peoples Bank’s 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 FINANCIAL CONDITIONAND RESULTS OF PERATIONS” in this Form 10-Q, and is incorporated herein by reference.




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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, 2018.  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, 2018, that have materially affected, or are reasonably likely to materially affect, Peoples’ internal control over financial reporting.
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, 2018, Peoples had 7 interest rate swaps with a notional value of $60.0 million, two of the seven swaps became effective in January 2018, of the five remaining swaps two will become effective in April 2018, one in July of 2018 and two in October 2018. These dates roughly coincide with the maturity of existing FHLB advances.
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, 2018, 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 $0.9 million. As of March 31, 2018, Peoples has no minimum collateral posting thresholds with certain of its derivative counterparties and has posted collateral of $6.0 million against its obligations under these agreements. If Peoples had breached any of these provisions at March 31, 2018, 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’ 2017 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, 2018:
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, 2018 (2)(3)
27,287


$
35.78

 

$
15,049,184

February 1-28, 2018 (2)
1,640

 
34.89

 

15,049,184

March 1-31, 2018 (3)
275

 
34.81

 

15,049,184

Total
29,202

 
$
35.72

 

$
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, 2018.
(2)
Information reported includes 26,747 common shares and 1,640 common shares withheld during January and February, respectively , to pay income taxes associated with restricted common shares which vested.
(3)
Information reported includes 540 common shares and 275 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



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ITEM 6 EXHIBITS
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 the Registration Statement on Form 8-B of Peoples Bancorp Inc. ("Peoples") filed July 20, 1993 (File No. 0-16772)
 
 
 
 
 
 
Certificate of Amendment to the Amended Articles of Incorporation of Peoples Bancorp Inc. (as filed with the Ohio Secretary of State on April 22, 1994)
 
Incorporated herein by reference to Exhibit 3.1(b) to Peoples' Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017 (File No. 0-16772) ("Peoples' September 30, 2017 Form 10-Q")
 
 
 
 
 
 
Certificate of Amendment to the Amended Articles of Incorporation of Peoples Bancorp Inc. (as filed with the Ohio Secretary of State on April 9, 1996)
 
Incorporated herein by reference to Exhibit 3.1(c) to Peoples' September 30, 2017 Form 10-Q
 
 
 
 
 
 
Certificate of Amendment to the Amended Articles of Incorporation of Peoples Bancorp Inc. (as filed with the Ohio Secretary of State on April 23, 2003)
 
Incorporated herein by reference to Exhibit 3(a) to 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”)
 
 
 
 
 
 
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)
 
 
 
 
 
 
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)
 
 
 
 
 
 
Amended Articles of Incorporation of Peoples Bancorp Inc. (This document represents the Amended Articles of Incorporation of Peoples Bancorp Inc. in compiled form incorporating all amendments. The compiled document has not been filed with the Ohio Secretary of State.)
 
Incorporated herein by reference to Exhibit 3.1(g) to 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)
 
 
 
 
 
 
Certified Resolutions Regarding Adoption of Amendments to Sections 1.03, 1.04, 1.05, 1.06, 1.08, 1.10, 2.03(C), 2.07, 2.08, 2.10 and 6.02 of the Code of Regulations of Peoples Bancorp Inc. by shareholders on April 10, 2003
 
Incorporated herein by reference to Exhibit 3(c) to Peoples’ March 31, 2003 Form 10-Q
 
 
 
 
 
 
Certificate regarding adoption of amendments to Sections 3.01, 3.03, 3.04, 3.05, 3.06, 3.07, 3.08 and 3.11 of the Code of Regulations of Peoples Bancorp Inc. by shareholders on April 8, 2004
 
Incorporated herein by reference to Exhibit 3(a) to Peoples’ Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2004 (File No. 0-16772)
 
 
 
 
 
 
Certificate regarding adoption of amendments to Sections 2.06, 2.07, 3.01 and 3.04 of Peoples Bancorp Inc.’s Code of Regulations by the shareholders on April 13, 2006
 
Incorporated herein by reference to Exhibit 3.1 to Peoples’ Current Report on Form 8-K dated and filed on April 14, 2006 (File No. 0-16772)
 
 
 
 
 
 
Certificate regarding adoption of an amendment to Section 2.01 of Peoples Bancorp Inc.’s Code of Regulations by the shareholders on April 22, 2010
 
Incorporated herein by reference to Exhibit 3.2(e) to 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")
 
 
 
 
 
 
Code of Regulations of Peoples Bancorp Inc. (This document represents the Code of Regulations of Peoples Bancorp Inc. in compiled form incorporating all amendments.)
 
Incorporated herein by reference to Exhibit 3.2(f) to Peoples’ June 30, 2010 Form 10-Q/A
 
 
 
 
 


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Exhibit
Number
 
 
Description
 
 
Exhibit Location
 
 
 
 
 
 
Summary of Base Salaries for Executive Officers of Peoples Bancorp Inc.
 
Filed herewith
 
 
 
 
 
 
Summary of Compensation for Directors of Peoples Bancorp Inc.
 
Incorporated herein by reference to Exhibit 10.8 to Peoples' Annual Report on Form 10-K for the fiscal year ended December 31, 2017 (File No. 0-16772) ("Peoples' 2017 Form 10-K")
 
 
 
 
 
 
Peoples Bancorp Inc. Second Amended and Restated 2006 Equity Plan (approved by the shareholders of Peoples Bancorp Inc. on April 25, 2013)
 
Incorporated herein by reference to Exhibit 10.1 to Peoples' Quarterly Report on 10-Q for the quarterly period ended June 30, 2013 (File No. 0-16772)
 
 
 
 
 
 
First Amendment to the Peoples Bancorp Inc. Second Amended and Restated 2006 Equity Plan (adopted by the Board of Directors of Peoples Bancorp Inc. on January 25, 2018)
 
Incorporated herein by reference to Exhibit 10.10 to Peoples' 2017 Form10-K (File No. 0-16772)
 
 
 
 
 
 
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 grants of performance-based restricted stock to executive officers of Peoples Bancorp Inc. on and after January 1, 2018
 
Filed herewith
 
 
 
 
 
 
Rule 13a-14(a)/15d-14(a) Certifications [President and Chief Executive Officer]
 
Filed herewith
 
 
 
 
 
 
Rule 13a-14(a)/15d-14(a) Certifications [Executive Vice President, Chief Financial Officer and Treasurer]
 
Filed herewith
 
 
 
 
 
 
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 #
 
 
 
 
 
# Attached as Exhibit 101 to the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2018 of Peoples Bancorp Inc. are the following documents formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets (unaudited) at March 31, 2018 and December 31, 2017; (ii) Consolidated Statements of Income (unaudited) for the three months ended March 31, 2018 and 2017; (iii) Consolidated Statements of Comprehensive Income (unaudited) for the three months ended March 31, 2018 and 2017; (iv) Consolidated Statement of Stockholders' Equity (unaudited) for the three months ended March 31, 2018; (v) Condensed Consolidated Statements of Cash Flows (unaudited) for the three months ended March 31, 2018 and 2017; and (vi) Notes to the Unaudited Consolidated Financial Statements.



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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, 2018
By: /s/
CHARLES W. SULERZYSKI
 
 
 
Charles W. Sulerzyski
 
 
 
President and Chief Executive Officer
 
 
 
 
 
 
 
 
Date:
April 27, 2018
By: /s/
JOHN C. ROGERS
 
 
 
John C. Rogers
 
 
 
Executive Vice President,
 
 
 
Chief Financial Officer and Treasurer



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