PEOPLES BANCORP INC - Quarter Report: 2022 September (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2022
OR
☐ | 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: 000-16772
PEOPLES BANCORP INC. | |||||||||||||||||||||||
(Exact name of Registrant as specified in its charter) | |||||||||||||||||||||||
Ohio | 31-0987416 | ||||||||||||||||||||||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||||||||||||||
138 Putnam Street, | P.O. Box 738, | ||||||||||||||||||||||
Marietta, | Ohio | 45750 | |||||||||||||||||||||
(Address of principal executive offices) | (Zip Code) | ||||||||||||||||||||||
Registrant’s telephone number, including area code: | (740) | 373-3155 | |||||||||||||||||||||
Not Applicable | |||||||||||||||||||||||
(Former name, former address and former fiscal year, if changed since last report) | |||||||||||||||||||||||
Securities registered pursuant to Section 12(b) of the Act: | |||||||||||||||||||||||
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | |||||||||||||||||||||
Common Shares, without par value | PEBO | The Nasdaq Stock Market |
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 every Interactive Data File required to be submitted 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 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, a 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 | ☒ | ||||||||
Non-accelerated filer | o | Smaller reporting company | ☐ | ||||||||
Emerging growth company | ☐ |
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 ☐ No ☒
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: 28,271,499 common shares, without par value, at November 2, 2022.
Table of Contents | |||||
2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PEOPLES BANCORP INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
September 30, 2022 | December 31, 2021 | |||||||
(Dollars in thousands) | (Unaudited) | |||||||
Assets | ||||||||
Cash and cash equivalents: | ||||||||
Cash and balances due from banks | $ | 93,908 | $ | 74,354 | ||||
Interest-bearing deposits in other banks | 51,276 | 341,373 | ||||||
Total cash and cash equivalents | 145,184 | 415,727 | ||||||
Available-for-sale investment securities, at fair value (amortized cost of $1,349,800 at September 30, 2022 and $1,283,146 at December 31, 2021) (a) | 1,169,844 | 1,275,493 | ||||||
Held-to-maturity investment securities, at amortized cost (fair value of $326,457 at September 30, 2022 and $369,955 at December 31, 2021) (a) | 407,801 | 374,129 | ||||||
Other investment securities | 39,039 | 33,987 | ||||||
Total investment securities (a) | 1,616,684 | 1,683,609 | ||||||
Loans and leases, net of deferred fees and costs (b) | 4,611,207 | 4,481,600 | ||||||
Allowance for credit losses | (52,866) | (63,967) | ||||||
Net loans and leases (c) | 4,558,341 | 4,417,633 | ||||||
Loans held for sale | 2,649 | 3,791 | ||||||
Bank premises and equipment, net of accumulated depreciation | 83,863 | 89,260 | ||||||
Bank owned life insurance | 104,591 | 73,358 | ||||||
Goodwill | 292,397 | 264,193 | ||||||
Other intangible assets | 36,031 | 26,816 | ||||||
Other assets | 166,114 | 89,134 | ||||||
Total assets | $ | 7,005,854 | $ | 7,063,521 | ||||
Liabilities | ||||||||
Deposits: | ||||||||
Non-interest-bearing | $ | 1,635,953 | $ | 1,641,422 | ||||
Interest-bearing | 4,229,667 | 4,221,130 | ||||||
Total deposits | 5,865,620 | 5,862,552 | ||||||
Short-term borrowings | 133,611 | 166,482 | ||||||
Long-term borrowings | 104,196 | 99,475 | ||||||
Accrued expenses and other liabilities | 141,916 | 89,987 | ||||||
Total liabilities | 6,245,343 | 6,218,496 | ||||||
Stockholders’ equity | ||||||||
Preferred shares, no par value, 50,000 shares authorized, no shares issued at September 30, 2022 and at December 31, 2021 | — | — | ||||||
Common stock, no par value, 50,000,000 shares authorized, 29,845,795 shares issued at September 30, 2022 and 29,814,401 shares issued at December 31, 2021, including at each date shares held in treasury | 685,351 | 686,282 | ||||||
Retained earnings | 249,833 | 207,076 | ||||||
Accumulated other comprehensive loss, net of deferred income taxes | (134,923) | (11,619) | ||||||
Treasury stock, at cost, 1,638,574 shares at September 30, 2022 and 1,577,359 shares at December 31, 2021 | (39,750) | (36,714) | ||||||
Total stockholders’ equity | 760,511 | 845,025 | ||||||
Total liabilities and stockholders’ equity | $ | 7,005,854 | $ | 7,063,521 |
(a) Available-for-sale investment securities and held-to-maturity investment securities are presented net of allowance for credit losses of $0 and $238, respectively, at September 30, 2022 and $0 and $286, respectively, at December 31, 2021.
(b) Also referred to throughout this Quarterly Report on Form 10-Q as "total loans" and "loans held for investment."
(c) Also referred to throughout this Quarterly Report on Form 10-Q as "net loans"
See Notes to the Unaudited Condensed Consolidated Financial Statements
3
PEOPLES BANCORP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
(Dollars in thousands, except per share data) | 2022 | 2021 | 2022 | 2021 | |||||||||||||
Interest income: | |||||||||||||||||
Interest and fees on loans and leases | $ | 61,370 | $ | 40,748 | $ | 168,334 | $ | 115,196 | |||||||||
Interest and dividends on taxable investment securities | 7,559 | 3,755 | 20,576 | 9,497 | |||||||||||||
Interest on tax-exempt investment securities | 1,095 | 882 | 3,136 | 2,358 | |||||||||||||
Other interest income | 847 | 82 | 1,306 | 175 | |||||||||||||
Total interest income | 70,871 | 45,467 | 193,352 | 127,226 | |||||||||||||
Interest expense: | |||||||||||||||||
Interest on deposits | 2,316 | 2,399 | 6,383 | 7,793 | |||||||||||||
Interest on short-term borrowings | 393 | 91 | 992 | 283 | |||||||||||||
Interest on long-term borrowings | 1,111 | 399 | 3,148 | 1,334 | |||||||||||||
Total interest expense | 3,820 | 2,889 | 10,523 | 9,410 | |||||||||||||
Net interest income | 67,051 | 42,578 | 182,829 | 117,816 | |||||||||||||
Provision for (recovery of) credit losses | 1,776 | 8,994 | (5,811) | 7,333 | |||||||||||||
Net interest income after provision for (recovery of) credit losses | 65,275 | 33,584 | 188,640 | 110,483 | |||||||||||||
Non-interest income: | |||||||||||||||||
Electronic banking income | 5,261 | 4,326 | 15,933 | 12,655 | |||||||||||||
Trust and investment income | 3,954 | 4,158 | 12,476 | 12,223 | |||||||||||||
Insurance income | 3,618 | 3,367 | 11,995 | 11,923 | |||||||||||||
Deposit account service charges | 3,833 | 2,549 | 10,817 | 6,578 | |||||||||||||
Bank owned life insurance income | 694 | 437 | 1,922 | 1,329 | |||||||||||||
Mortgage banking income | 328 | 766 | 1,116 | 2,726 | |||||||||||||
Commercial loan swap fees | 224 | 73 | 662 | 194 | |||||||||||||
Net gain (loss) on investment securities | 21 | (166) | 107 | (704) | |||||||||||||
Net loss on asset disposals and other transactions | (35) | (308) | (314) | (459) | |||||||||||||
Other non-interest income | 2,468 | 1,144 | 5,088 | 2,605 | |||||||||||||
Total non-interest income | 20,366 | 16,346 | 59,802 | 49,070 | |||||||||||||
Non-interest expense: | |||||||||||||||||
Salaries and employee benefit costs | 28,618 | 25,589 | 83,932 | 68,276 | |||||||||||||
Net occupancy and equipment expense | 4,813 | 3,551 | 14,669 | 10,167 | |||||||||||||
Data processing and software expense | 3,279 | 2,529 | 9,228 | 7,394 | |||||||||||||
Professional fees | 2,832 | 6,426 | 8,784 | 13,459 | |||||||||||||
Electronic banking expense | 2,648 | 2,037 | 8,134 | 6,006 | |||||||||||||
Amortization of other intangible assets | 2,023 | 1,279 | 5,765 | 3,267 | |||||||||||||
Marketing expense | 1,136 | 1,223 | 2,991 | 2,810 | |||||||||||||
Franchise tax expense | 1,075 | 810 | 2,941 | 2,487 | |||||||||||||
FDIC insurance premiums | 709 | 807 | 2,921 | 1,596 | |||||||||||||
Communication expense | 599 | 411 | 1,873 | 1,079 | |||||||||||||
Other loan expenses | 511 | 487 | 1,788 | 1,443 | |||||||||||||
Other non-interest expense | 4,010 | 12,711 | 10,755 | 17,762 | |||||||||||||
Total non-interest expense | 52,253 | 57,860 | 153,781 | 135,746 | |||||||||||||
Income (loss) before income taxes | 33,388 | (7,930) | 94,661 | 23,807 | |||||||||||||
Income tax expense (benefit) | 7,410 | (2,172) | 20,218 | 3,999 | |||||||||||||
Net income (loss) | $ | 25,978 | $ | (5,758) | $ | 74,443 | $ | 19,808 | |||||||||
Earnings (loss) per common share - basic | $ | 0.93 | $ | (0.28) | $ | 2.65 | $ | 0.99 | |||||||||
Earnings (loss) per common share - diluted | $ | 0.92 | $ | (0.28) | $ | 2.65 | $ | 0.99 | |||||||||
Weighted-average number of common shares outstanding - basic | 27,865,416 | 20,640,519 | 27,929,720 | 19,751,853 | |||||||||||||
Weighted-average number of common shares outstanding - diluted | 27,973,255 | 20,789,271 | 28,009,263 | 19,890,672 | |||||||||||||
Cash dividends declared | $ | 10,753 | $ | 7,093 | $ | 31,686 | $ | 20,991 | |||||||||
Cash dividends declared per common share | $ | 0.38 | $ | 0.36 | $ | 1.12 | $ | 1.07 |
See Notes to the Unaudited Condensed Consolidated Financial Statements
4
PEOPLES BANCORP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (Unaudited)
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
(Dollars in thousands) | 2022 | 2021 | 2022 | 2021 | |||||||||||||
Net income (loss) | $ | 25,978 | $ | (5,758) | $ | 74,443 | $ | 19,808 | |||||||||
Other comprehensive (loss) income: | |||||||||||||||||
Available-for-sale investment securities: | |||||||||||||||||
Gross unrealized holding loss arising during the period | (57,911) | (7,685) | (172,195) | (16,738) | |||||||||||||
Related tax benefit | 13,484 | 1,592 | 40,170 | 3,493 | |||||||||||||
Reclassification adjustment for net (gain) loss included in net income | (21) | 166 | (107) | 704 | |||||||||||||
Related tax benefit (expense) | 5 | (44) | 25 | (157) | |||||||||||||
Net effect on other comprehensive (loss) income | (44,443) | (5,971) | (132,107) | (12,698) | |||||||||||||
Defined benefit plan: | |||||||||||||||||
Net gain arising during the period | 203 | 1,818 | 264 | 1,826 | |||||||||||||
Related tax expense | (48) | (407) | (62) | (408) | |||||||||||||
Amortization of unrecognized gain and service cost on benefit plans | 23 | 20 | 61 | 81 | |||||||||||||
Related tax expense | (5) | (5) | (14) | (18) | |||||||||||||
Recognition of gain due to settlement and curtailment | 139 | 143 | 139 | 143 | |||||||||||||
Related tax expense | (32) | (32) | (32) | (32) | |||||||||||||
Net effect on other comprehensive (loss) income | 280 | 1,537 | 356 | 1,592 | |||||||||||||
Cash flow hedges: | |||||||||||||||||
Net gain arising during the period | 3,388 | 858 | 10,948 | 4,800 | |||||||||||||
Related tax expense | (789) | (90) | (2,501) | (918) | |||||||||||||
Net effect on other comprehensive (loss) income | 2,599 | 768 | 8,447 | 3,882 | |||||||||||||
Total other comprehensive loss, net of tax | (41,564) | (3,666) | (123,304) | (7,224) | |||||||||||||
Total comprehensive (loss) income | $ | (15,586) | $ | (9,424) | $ | (48,861) | $ | 12,584 |
See Notes to the Unaudited Condensed Consolidated Financial Statements
5
PEOPLES BANCORP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited)
Accumulated Other Comprehensive Loss | Total Stockholders' Equity | ||||||||||||||||
Common Shares | Retained Earnings | Treasury Stock | |||||||||||||||
(Dollars in thousands) | |||||||||||||||||
Balance, June 30, 2022 | $ | 684,416 | $ | 234,608 | $ | (93,359) | $ | (38,841) | $ | 786,824 | |||||||
Net income | — | 25,978 | — | — | 25,978 | ||||||||||||
Other comprehensive loss, net of tax | — | — | (41,564) | — | (41,564) | ||||||||||||
Cash dividends declared | — | (10,753) | — | (10,753) | |||||||||||||
Reissuance of treasury stock for common share awards | (219) | — | — | 219 | — | ||||||||||||
Repurchase of treasury stock in connection with employee incentive program and compensation plan for Boards of Directors | — | — | — | (235) | (235) | ||||||||||||
Common shares repurchased under share repurchase program then in effect | — | — | — | (1,168) | (1,168) | ||||||||||||
Common shares issued under dividend reinvestment plan | 320 | — | — | — | 320 | ||||||||||||
Common shares issued under compensation plan for Boards of Directors | 20 | — | — | 106 | 126 | ||||||||||||
Common shares issued under employee stock purchase plan | 34 | — | — | 169 | 203 | ||||||||||||
Stock-based compensation | 780 | — | — | — | 780 | ||||||||||||
Balance, September 30, 2022 | $ | 685,351 | $ | 249,833 | $ | (134,923) | $ | (39,750) | $ | 760,511 |
Accumulated Other Comprehensive Loss | Total Stockholders' Equity | ||||||||||||||||
Common Shares | Retained Earnings | Treasury Stock | |||||||||||||||
(Dollars in thousands) | |||||||||||||||||
Balance, December 31, 2021 | $ | 686,282 | $ | 207,076 | $ | (11,619) | $ | (36,714) | $ | 845,025 | |||||||
Net income | — | 74,443 | — | — | 74,443 | ||||||||||||
Other comprehensive loss, net of tax | — | — | (123,304) | — | (123,304) | ||||||||||||
Cash dividends declared | — | (31,686) | — | — | (31,686) | ||||||||||||
Reissuance of treasury stock for common share awards | (4,944) | — | — | 4,944 | — | ||||||||||||
Reissuance of treasury stock for deferred compensation plan for Boards of Directors | — | — | — | 78 | 78 | ||||||||||||
Repurchase of treasury stock in connection with employee incentive program and compensation plan for Boards of Directors | — | — | — | (1,671) | (1,671) | ||||||||||||
Common shares repurchased under share repurchase program then in effect | — | — | — | (7,155) | (7,155) | ||||||||||||
Common shares issued under dividend reinvestment plan | 921 | — | — | — | 921 | ||||||||||||
Common shares issued under compensation plan for Boards of Directors | 64 | — | — | 314 | 378 | ||||||||||||
Common shares issued under employee stock purchase plan | 95 | — | — | 454 | 549 | ||||||||||||
Stock-based compensation | 2,933 | — | — | — | 2,933 | ||||||||||||
Balance, September 30, 2022 | $ | 685,351 | $ | 249,833 | $ | (134,923) | $ | (39,750) | $ | 760,511 |
6
Accumulated Other Comprehensive Loss | Total Stockholders' Equity | ||||||||||||||||
Common Shares | Retained Earnings | Treasury Stock | |||||||||||||||
(Dollars in thousands) | |||||||||||||||||
Balance, June 30, 2021 | $ | 422,652 | $ | 202,359 | $ | (2,222) | $ | (37,284) | $ | 585,505 | |||||||
Net loss | — | (5,758) | — | — | (5,758) | ||||||||||||
Other comprehensive loss, net of tax | — | — | (3,666) | — | (3,666) | ||||||||||||
Cash dividends declared | — | (7,093) | — | — | (7,093) | ||||||||||||
Reissuance of treasury stock for common share awards | (51) | — | — | 51 | — | ||||||||||||
Reissuance of treasury stock for deferred compensation plan for Boards of Directors | — | — | — | — | — | ||||||||||||
Repurchase of treasury stock in connection with employee incentive program and compensation plan for Boards of Directors | — | — | — | (78) | (78) | ||||||||||||
Common shares issued under dividend reinvestment plan | 277 | — | — | — | 277 | ||||||||||||
Common shares issued under compensation plan for Boards of Directors | 16 | — | — | 44 | 60 | ||||||||||||
Common shares issued under employee stock purchase plan | 37 | — | — | 101 | 138 | ||||||||||||
Stock-based compensation | 598 | — | — | — | 598 | ||||||||||||
Issuance of common shares related to merger with Premier Financial Bancorp , Inc. | 261,899 | — | — | — | 261,899 | ||||||||||||
Balance, September 30, 2021 | $ | 685,428 | $ | 189,508 | $ | (5,888) | $ | (37,166) | $ | 831,882 |
Accumulated Other Comprehensive Income (Loss) | Total Stockholders' Equity | ||||||||||||||||
Common Shares | Retained Earnings | Treasury Stock | |||||||||||||||
(Dollars in thousands) | |||||||||||||||||
Balance, December 31, 2020 | $ | 422,536 | $ | 190,691 | $ | 1,336 | $ | (38,890) | $ | 575,673 | |||||||
Net income | — | 19,808 | — | — | 19,808 | ||||||||||||
Other comprehensive loss, net of tax | — | — | (7,224) | — | (7,224) | ||||||||||||
Cash dividends declared | — | (20,991) | — | — | (20,991) | ||||||||||||
Reissuance of treasury stock for common share awards | (2,223) | — | — | 2,223 | — | ||||||||||||
Reissuance of treasury stock for deferred compensation plan for Boards of Directors | — | — | — | 74 | 74 | ||||||||||||
Repurchase of treasury stock in connection with employee incentive program and compensation plan for Boards of Directors | — | — | — | (1,076) | (1,076) | ||||||||||||
Common shares issued under dividend reinvestment plan | 655 | — | — | — | 655 | ||||||||||||
Common shares issued under compensation plan for Boards of Directors | 81 | — | — | 228 | 309 | ||||||||||||
Common shares issued under employee stock purchase plan | 98 | — | — | 275 | 373 | ||||||||||||
Stock-based compensation | 2,382 | — | — | — | 2,382 | ||||||||||||
Issuance of common shares related to merger with Premier Financial Bancorp , Inc. | 261,899 | — | — | — | 261,899 | ||||||||||||
Balance, September 30, 2021 | $ | 685,428 | $ | 189,508 | $ | (5,888) | $ | (37,166) | $ | 831,882 |
See Notes to the Unaudited Condensed Consolidated Financial Statements
7
PEOPLES BANCORP INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Nine Months Ended | ||||||||
September 30, | ||||||||
(Dollars in thousands) | 2022 | 2021 | ||||||
Net cash provided by operating activities | $ | 102,500 | $ | 66,722 | ||||
Investing activities: | ||||||||
Available-for-sale investment securities: | ||||||||
Purchases | (237,930) | (715,263) | ||||||
Proceeds from sales | 8,730 | 480,127 | ||||||
Proceeds from principal payments, calls and prepayments | 155,070 | 227,574 | ||||||
Held-to-maturity investment securities: | ||||||||
Purchases | (51,060) | (181,331) | ||||||
Proceeds from principal payments | 16,080 | 3,774 | ||||||
Other investment securities: | ||||||||
Purchases | (11,110) | (1,221) | ||||||
Proceeds from sales | 5,885 | 8,552 | ||||||
Net decrease in loans held for investment | 36,158 | 156,598 | ||||||
Net expenditures for premises and equipment | (7,008) | (5,893) | ||||||
Proceeds from sales of other real estate owned | 572 | 153 | ||||||
Purchase of bank owned life insurance | (30,000) | — | ||||||
Proceeds from bank owned life insurance contracts | 689 | — | ||||||
Business acquisitions, net of cash received | (85,791) | 136,119 | ||||||
Investment in limited partnership and tax credit funds | (1,857) | (2,900) | ||||||
Net cash (used in) provided by investing activities | (201,572) | 106,289 | ||||||
Financing activities: | ||||||||
Net (decrease) increase in non-interest-bearing deposits | (5,469) | 69,557 | ||||||
Net increase in interest-bearing deposits | 8,919 | 95,881 | ||||||
Net (decrease) increase in short-term borrowings | (37,916) | 32,625 | ||||||
Proceeds from long-term borrowings | 19,001 | — | ||||||
Payments on long-term borrowings | (116,354) | (2,156) | ||||||
Cash dividends paid | (31,704) | (20,915) | ||||||
Purchase of treasury stock under share repurchase program | (7,155) | — | ||||||
Purchase of treasury stock in connection with employee incentive program and compensation plan for Boards of Directors to be held as treasury stock | (1,671) | (1,076) | ||||||
Proceeds from issuance of common shares | 878 | 655 | ||||||
Net cash (used in) provided by financing activities | (171,471) | 174,571 | ||||||
Net (decrease) increase in cash and cash equivalents | (270,543) | 347,582 | ||||||
Cash and cash equivalents at beginning of period | 415,727 | 152,100 | ||||||
Cash and cash equivalents at end of period | $ | 145,184 | $ | 499,682 | ||||
Supplemental cash flow information: | ||||||||
Interest paid | $ | 11,006 | $ | 10,262 | ||||
Income taxes paid | 1,947 | 6,450 | ||||||
Supplemental noncash disclosures: | ||||||||
Transfers from total loans to other real estate owned | 55 | 210 | ||||||
Lease right-of-use assets obtained in exchange for lessee operating lease liabilities | 27 | 101 |
See Notes to the Unaudited Condensed Consolidated Financial Statements
8
PEOPLES BANCORP INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 Summary of Significant Accounting Policies
Basis of Presentation: The accompanying Unaudited Condensed 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, 2021 ("Peoples' 2021 Form 10-K").
The accounting and reporting policies followed in the presentation of the accompanying Unaudited Condensed Consolidated Financial Statements are consistent with those described in "Note 1 Summary of Significant Accounting Policies" of the Notes to the Consolidated Financial Statements included in Peoples’ 2021 Form 10-K, as updated by the information contained in this Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022 (this "Form 10-Q"). Management has evaluated all significant events and transactions that occurred after September 30, 2022 for potential recognition or disclosure in these unaudited condensed consolidated financial statements. In the opinion of management, these unaudited condensed 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, 2021, contained herein, has been derived from the audited Consolidated Balance Sheet included in Peoples’ 2021 Form 10-K.
The preparation of the condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed 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. The following paragraphs related to new pronouncements should be read in conjunction with "Note 1 Summary of Significant Accounting Policies" of the Notes to the Consolidated Financial Statements included in Peoples’ 2021 Form 10-K. Unless otherwise discussed, management believes the impact of any recently issued standards, including those issued but not yet effective, will not have a material impact on Peoples' financial statements taken as a whole.
Accounting Standards Update ("ASU") ASU 2020-04 - Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This guidance provides optional expedients and exceptions for applying US GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. This guidance was further updated by ASU 2021-01. This update is effective as of March 12, 2020 through December 31, 2022. This ASU was early adopted by Peoples as of September 30, 2021, and does not have a significant impact on Peoples' Consolidated Financial Statements, but is expected to reduce the accounting burden of assessing contracts impacted by reference rate reform.
ASU 2022-01 - Fair Value Hedging - Portfolio Layer Method - Derivatives and Hedging (Topic 815). This ASU clarifies the guidance in the Accounting Standards Codification ("ASC") 815 on fair value hedge accounting of interest rate risk for portfolios of financial assets. This ASU expands and clarifies the current guidance on accounting for fair value hedge basis adjustments under the portfolio layer method for both single-layer and multiple-layer hedges. For entities that have already adopted ASU 2017-12, as Peoples has, the amendments in ASU 2022-01 are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The amendments in this ASU may also be early adopted, including adoption in any interim period. Peoples is currently evaluating the impact of the amendments in this ASU on Peoples' consolidated financial statements.
ASU 2022-02 - Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings ("TDRs") and Vintage Disclosures. This ASU eliminates the accounting guidance on troubled debt restructurings (TDRs) for creditors and amends the guidance on disclosures to include current-period gross write-offs by year of origination. This ASU also updates the requirements related to accounting for credit losses under ASC 326 and adds enhanced disclosures for creditors with respect to loan refinancings and restructurings for borrowers experiencing financial difficulty. For entities that have already adopted ASU 2016-13, as Peoples has, the amendments in ASU 2022-02 are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The amendments in this ASU may also be early adopted, including adoption in any interim period. Peoples is currently evaluating the impact of the amendments in this ASU on Peoples' consolidated financial statements.
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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 a non-recurring basis in the Unaudited Condensed 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 the liability, Peoples uses various valuation methodologies and assumptions to estimate fair value. The measurement of fair value under US GAAP uses a hierarchy, which is described in "Note 1 Summary of Significant Accounting Policies" of the Notes to the Consolidated Financial Statements included in Peoples' 2021 Form 10-K.
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 on the Unaudited Consolidated Balance Sheets by level in the fair value hierarchy.
Recurring Fair Value Measurements at Reporting Date | |||||||||||||||||||||||
September 30, 2022 | December 31, 2021 | ||||||||||||||||||||||
(Dollars in thousands) | Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | |||||||||||||||||
Assets: | |||||||||||||||||||||||
Available-for-sale investment securities: | |||||||||||||||||||||||
Obligations of: | |||||||||||||||||||||||
U.S. Treasury and government agencies | $ | 172,055 | $ | — | $ | — | $ | 35,604 | $ | — | $ | — | |||||||||||
U.S. government sponsored agencies | — | 80,915 | — | — | 81,739 | — | |||||||||||||||||
States and political subdivisions | — | 230,022 | — | — | 259,319 | — | |||||||||||||||||
Residential mortgage-backed securities | — | 624,061 | — | — | 828,517 | — | |||||||||||||||||
Commercial mortgage-backed securities | — | 52,504 | — | — | 63,519 | — | |||||||||||||||||
Bank-issued trust preferred securities | — | 10,287 | — | — | 6,795 | — | |||||||||||||||||
Total available-for-sale securities | $ | 172,055 | $ | 997,789 | $ | — | $ | 35,604 | $ | 1,239,889 | $ | — | |||||||||||
Equity investment securities (a) | 134 | 198 | — | 160 | 184 | — | |||||||||||||||||
Derivative assets (b) | — | 37,167 | — | — | 12,163 | — | |||||||||||||||||
Liabilities: | |||||||||||||||||||||||
Derivative liabilities (c) | $ | — | $ | 31,234 | $ | — | $ | — | $ | 17,183 | $ | — |
(a) Included in "Other investment securities" on the Unaudited Consolidated Balance Sheets. For additional information, see "Note 3 Investment Securities" of the Notes to the Unaudited Condensed Consolidated Financial Statements.
(b) Included in "Other assets" on the Unaudited Consolidated Balance Sheets. For additional information, see "Note 10 Derivative Financial Instruments" of the Notes to the Unaudited Condensed Consolidated Financial Statements.
(c) Included in "Accrued expenses and other liabilities" on the Unaudited Consolidated Balance Sheets. For additional information, see "Note 10 Derivative Financial Instruments" of the Notes to the Unaudited Condensed Consolidated Financial Statements.
Available-for-Sale Investment Securities: 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 (or other relevant) 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 Investment Securities: The fair values of Peoples' equity investment 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 and Liabilities: Derivative assets and liabilities are recognized on the Unaudited Consolidated Balance Sheets at their fair value within "Other assets" and "Accrued expenses and other liabilities", respectively. The fair value for derivative financial 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 on the Unaudited Consolidated Balance Sheets by level in the fair value hierarchy at September 30, 2022 and December 31, 2021.
Non-Recurring Fair Value Measurements at Reporting Date | |||||||||||||||||
September 30, 2022 | December 31, 2021 | ||||||||||||||||
(Dollars in thousands) | Level 2 | Level 3 | Level 2 | Level 3 | |||||||||||||
Assets: | |||||||||||||||||
Collateral dependent loans | $ | — | $ | 2,706 | $ | — | $ | 430 | |||||||||
Loans held for sale (a) | $ | 1,302 | $ | — | $ | 418 | $ | — | |||||||||
Other real estate owned ("OREO") | $ | — | $ | — | $ | — | $ | 87 | |||||||||
Servicing rights (b)(c) | $ | — | $ | 25 | $ | — | $ | 22 |
(a) Loans held for sale are presented gross of a valuation allowance of $0 and $0 as of September 30, 2022 and December 31, 2021, respectively.
(b) Included in "Other intangible assets" on the Unaudited Consolidated Balance Sheets. Servicing rights are carried at the lower of cost or market value.
(c) Peoples established a valuation allowance on servicing rights of $6 at September 30, 2022 and $12 at December 31, 2021. The fair value of the servicing rights on 10-year fixed rate loans was less than the carrying value.
Collateral Dependent Loans: Loans for which repayment is dependent upon the operation or sale of collateral, as the borrower is experiencing financial difficulty, are considered collateral dependent. Peoples utilizes outside third-party appraisal services to value the underlying collateral, for which Peoples uses to report the loans at their fair value (Level 3).
Loans Held for Sale: Loans originated and intended to be sold in the secondary market, generally one-to-four family residential loans, are carried, in aggregate, at the lower of cost or estimated fair value. Peoples uses a valuation model using quoted market prices of similar instruments in arriving at the fair value (Level 2).
Other Real Estate Owned: OREO, included in "Other assets" on the Unaudited 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. The carrying value of OREO is not re-measured to fair value on a recurring basis, but is based on recent real estate appraisals and is updated at least annually. These appraisals may utilize a single valuation approach or a combination of approaches including the comparable sales approach and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available (Level 3).
Servicing Rights: Servicing rights are included in "Other intangible assets" on the Unaudited Consolidated Balance Sheets. The fair value of servicing rights 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). The carrying value of servicing rights is not re-measured to fair value on a recurring basis. Peoples assesses the carrying value of servicing rights quarterly for impairment.
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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 on the Unaudited Consolidated Balance Sheets.
Fair Value Measurements of Other Financial Instruments | ||||||||||||||||||||
(Dollars in thousands) | Fair Value Hierarchy Level | September 30, 2022 | December 31, 2021 | |||||||||||||||||
Carrying Amount | Fair Value | Carrying Amount | Fair Value | |||||||||||||||||
Assets: | ||||||||||||||||||||
Cash and cash equivalents | 1 | $ | 145,184 | $ | 145,184 | $ | 415,727 | $ | 415,727 | |||||||||||
Held-to-maturity investment securities: | ||||||||||||||||||||
Obligations of: | ||||||||||||||||||||
U.S. government sponsored agencies | 2 | 59,871 | 50,908 | 36,431 | 35,513 | |||||||||||||||
States and political subdivisions (a) | 2 | 145,490 | 107,453 | 151,688 | 150,138 | |||||||||||||||
Residential mortgage-backed securities | 2 | 111,707 | 93,885 | 110,708 | 110,159 | |||||||||||||||
Commercial mortgage-backed securities | 2 | 90,971 | 74,211 | 75,588 | 74,145 | |||||||||||||||
Total held-to-maturity securities | 408,039 | 326,457 | 374,415 | 369,955 | ||||||||||||||||
Other investment securities: | ||||||||||||||||||||
Other investment securities at cost: | ||||||||||||||||||||
Federal Home Loan Bank ("FHLB") stock | N/A | 14,683 | 14,683 | 17,308 | 17,308 | |||||||||||||||
Federal Reserve Bank ("FRB") stock | N/A | 21,237 | 21,237 | 13,311 | 13,311 | |||||||||||||||
Total other investment securities at cost | 35,920 | 35,920 | 30,619 | 30,619 | ||||||||||||||||
Other investment securities at fair value: | ||||||||||||||||||||
Nonqualified deferred compensation (b) | 1 | 2,008 | 2,008 | 2,240 | 2,240 | |||||||||||||||
Other investment securities (c) | 2 | 779 | 779 | 784 | 784 | |||||||||||||||
Total other investment securities | 38,707 | 38,707 | 33,643 | 33,643 | ||||||||||||||||
Loans and leases, net of deferred fees and costs (d) | 3 | 4,611,207 | 4,359,959 | 4,481,600 | 4,510,605 | |||||||||||||||
Bank owned life insurance | 2 | 104,591 | 104,591 | 73,358 | 73,358 | |||||||||||||||
Liabilities: | ||||||||||||||||||||
Deposits | 2 | $ | 5,865,620 | $ | 4,797,388 | $ | 5,862,552 | $ | 5,546,552 | |||||||||||
Short-term borrowings | 2 | 133,611 | 135,268 | 166,482 | 164,990 | |||||||||||||||
Long-term borrowings | 2 | 104,196 | 105,490 | 99,475 | 101,664 |
(a) Held-to-maturity investment securities are presented gross of an allowance for credit losses of $238 and $286 as of September 30, 2022 and December 31, 2021, respectively.
(b) Nonqualified deferred compensation includes mutual funds as part of the investment.
(c) "Other investment securities", as reported on the Unaudited Consolidated Balance Sheets, also included equity investment securities at September 30, 2022
and at December 31, 2021, which are reported in the Assets and Liabilities Required to be Measured and Reported at Fair Value on a Recurring Basis
table above and not included in this table.
(d) Loans and leases, net of deferred fees and costs, are presented gross of an allowance for credit losses of $52.9 million and $64.0 million as of September 30, 2022 and December 31, 2021, respectively.
For certain financial assets and liabilities, carrying value approximates fair value due to the nature of the financial instrument. These financial instruments include cash and cash equivalents, 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. The carrying amount for cash on hand and balances due from banks is a reasonable estimate of fair value (Level 1).
Held-to-Maturity Investment Securities: The fair values used by Peoples are obtained from an independent pricing service and represent fair values determined by pricing models using a market approach that considers observable market data, such as interest rate volatility, relevant yield curves, credit spreads and prices from market makers and live trading systems (Level 2). Management reviews the valuation methodology and quality controls utilized by the pricing services in management's overall assessment of the reasonableness of the fair values provided, and challenges prices when management believes a material discrepancy in pricing exists.
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Other Investment Securities: Other investment securities at cost are not recorded at fair value as they are not marketable securities. Other investment securities at fair value are valued using quoted prices in an active market (Level 1) or quoted prices in less active markets (Level 2).
Loans and Leases, Net of Deferred Fees and Costs: The fair value of portfolio loans and leases assumes sale of the underlying 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 considers interest rate, credit and market factors in estimating the fair value of loans and leases (Level 3). Fair values for loans and leases are estimated using a discounted cash flow methodology. The discount rates take into account interest rates currently being offered to customers for loans and leases with similar terms, the credit risk associated with the loans and leases and other market factors, including liquidity.
Bank Owned Life Insurance: Peoples' bank owned life insurance policies are recorded at their cash surrender value (Level 2). Peoples recognizes tax-exempt income from the periodic increases in the cash surrender value of these policies and from death benefits.
Deposits: The fair value of fixed-maturity certificates of deposit ("CDs") is estimated using a discounted cash flow calculation based on current rates offered for deposits of similar remaining maturities. Demand and other non-fixed-maturity deposits are estimated using a discounted cash flow calculation based on maturity, attrition and re-pricing assumptions (Level 2).
Short-term Borrowings: The fair value of short-term borrowings is estimated using a 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, the deposit base, and other information required to compute Peoples’ aggregate fair value, which are not included in the above information. Accordingly, the above fair values are not intended to represent the aggregate fair value of Peoples.
Note 3 Investment Securities
Available-for-sale
The following table summarizes Peoples' available-for-sale investment securities:
(Dollars in thousands) | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | ||||||||||
September 30, 2022 | ||||||||||||||
Obligations of: | ||||||||||||||
U.S. Treasury and government agencies | $ | 178,824 | $ | — | $ | (6,769) | $ | 172,055 | ||||||
U.S. government sponsored agencies | 94,517 | 4 | (13,606) | 80,915 | ||||||||||
States and political subdivisions | 270,761 | 21 | (40,760) | 230,022 | ||||||||||
Residential mortgage-backed securities | 731,125 | 1,140 | (108,204) | 624,061 | ||||||||||
Commercial mortgage-backed securities | 63,821 | 1 | (11,318) | 52,504 | ||||||||||
Bank-issued trust preferred securities | 10,752 | 49 | (514) | 10,287 | ||||||||||
Total available-for-sale securities | $ | 1,349,800 | $ | 1,215 | $ | (181,171) | $ | 1,169,844 | ||||||
December 31, 2021 | ||||||||||||||
Obligations of: | ||||||||||||||
U.S. Treasury and government agencies | $ | 35,609 | $ | 12 | $ | (17) | $ | 35,604 | ||||||
U.S. government sponsored agencies | 83,019 | 58 | (1,338) | 81,739 | ||||||||||
States and political subdivisions | 259,508 | 3,187 | (3,376) | 259,319 | ||||||||||
Residential mortgage-backed securities | 833,328 | 6,565 | (11,376) | 828,517 | ||||||||||
Commercial mortgage-backed securities | 64,971 | 42 | (1,494) | 63,519 | ||||||||||
Bank-issued trust preferred securities | 6,711 | 215 | (131) | 6,795 | ||||||||||
Total available-for-sale securities | $ | 1,283,146 | $ | 10,079 | $ | (17,732) | $ | 1,275,493 |
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The gross gains and losses realized by Peoples from sales of available-for-sale securities for the periods ended September 30 were as follows:
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
(Dollars in thousands) | 2022 | 2021 | 2022 | 2021 | |||||||||||||
Gross gains realized | $ | 29 | $ | 150 | $ | 189 | $ | 786 | |||||||||
Gross losses realized | (8) | (316) | (82) | (1,490) | |||||||||||||
Net gain (loss) realized | $ | 21 | $ | (166) | $ | 107 | $ | (704) |
The cost of investment securities sold, and any resulting gain or loss, were based on the specific identification method and recognized as of the trade date.
The following table presents a summary of available-for-sale investment securities that had been in a continuous unrealized loss position:
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 | ||||||||||||||||||||||||
September 30, 2022 | ||||||||||||||||||||||||||||||||
Obligations of: | ||||||||||||||||||||||||||||||||
U.S. Treasury and government agencies | $ | 172,056 | $ | 6,769 | 26 | $ | — | $ | — | — | $ | 172,056 | $ | 6,769 | ||||||||||||||||||
U.S. government sponsored agencies | 15,861 | 436 | 16 | 64,479 | 13,170 | 17 | 80,340 | 13,606 | ||||||||||||||||||||||||
States and political subdivisions | 127,364 | 14,607 | 175 | 94,650 | 26,153 | 70 | 222,014 | 40,760 | ||||||||||||||||||||||||
Residential mortgage-backed securities | 218,695 | 25,434 | 163 | 393,315 | 82,770 | 84 | 612,010 | 108,204 | ||||||||||||||||||||||||
Commercial mortgage-backed securities | 6,739 | 543 | 4 | 44,669 | 10,775 | 19 | 51,408 | 11,318 | ||||||||||||||||||||||||
Bank-issued trust preferred securities | 7,040 | 460 | 4 | 946 | 54 | 1 | 7,986 | 514 | ||||||||||||||||||||||||
Total | $ | 547,755 | $ | 48,249 | 388 | $ | 598,059 | $ | 132,922 | 191 | $ | 1,145,814 | $ | 181,171 | ||||||||||||||||||
December 31, 2021 | ||||||||||||||||||||||||||||||||
Obligations of: | ||||||||||||||||||||||||||||||||
U.S. Treasury and government agencies | $ | 16,914 | $ | 17 | 6 | $ | — | $ | — | — | $ | 16,914 | $ | 17 | ||||||||||||||||||
U.S. government sponsored agencies | 72,406 | 1,192 | 13 | 4,854 | 146 | 1 | 77,260 | 1,338 | ||||||||||||||||||||||||
States and political subdivisions | 101,397 | 2,075 | 71 | 30,853 | 1,301 | 11 | 132,250 | 3,376 | ||||||||||||||||||||||||
Residential mortgage-backed securities | 573,139 | 9,051 | 113 | 51,103 | 2,325 | 14 | 624,242 | 11,376 | ||||||||||||||||||||||||
Commercial mortgage-backed securities | 60,134 | 1,494 | 21 | — | — | — | 60,134 | 1,494 | ||||||||||||||||||||||||
Bank-issued trust preferred securities | 2,991 | 9 | 1 | 878 | 122 | 1 | 3,869 | 131 | ||||||||||||||||||||||||
Total | $ | 826,981 | $ | 13,838 | 225 | $ | 87,688 | $ | 3,894 | 27 | $ | 914,669 | $ | 17,732 |
Management evaluates available-for-sale investment securities for an allowance for credit losses on a quarterly basis. At September 30, 2022, management concluded that no individual securities at an unrealized loss position required an allowance for credit losses. At September 30, 2022, 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 September 30, 2022 and December 31, 2021 were largely attributable to changes in market interest rates and spreads since the securities were purchased, and were not credit-related losses. Accrued interest receivable is not included in investment securities balances, and is presented in the “Other assets” line of the Unaudited Consolidated Balance Sheets, with no recorded allowance for credit losses. Interest receivable on investment securities was $7.3 million at September 30, 2022 and $5.5 million at December 31, 2021.
At September 30, 2022, 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. Of the four positions, three positions had a fair value of less than 90% of its book value. Management analyzed the underlying credit quality of these mortgage-backed securities and concluded the unrealized losses were primarily attributable to the floating rate nature of these
14
investments and the low remaining number of loans underlying these securities. U.S. treasury and government agencies, U.S. government sponsored agencies, and obligations of states and political subdivisions were issued by the U.S. Treasury Department or Federal government-sponsored entities. The decline in fair values was attributable to changes in interest rates and not credit quality. Therefore, management does not consider these impaired securities.
The unrealized loss with respect to the one bank-issued trust preferred securities that had been in an unrealized loss position for twelve months or more at September 30, 2022 was attributable to the subordinated nature of the debt.
The table below presents the amortized cost, fair value and total weighted-average yield of available-for-sale securities by contractual maturity at September 30, 2022. 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: | |||||||||||||||||
U.S. Treasury and government agencies | $ | 50,639 | $ | 128,185 | $ | — | $ | — | $ | 178,824 | |||||||
U.S. government sponsored agencies | 4,542 | 29,812 | 51,880 | 8,283 | 94,517 | ||||||||||||
States and political subdivisions | 27,288 | 46,871 | 76,138 | 120,464 | 270,761 | ||||||||||||
Residential mortgage-backed securities | 23 | 1,657 | 60,007 | 669,438 | 731,125 | ||||||||||||
Commercial mortgage-backed securities | 3,509 | 901 | 34,262 | 25,149 | 63,821 | ||||||||||||
Bank-issued trust preferred securities | — | 4,252 | 6,500 | — | 10,752 | ||||||||||||
Total available-for-sale securities | $ | 86,001 | $ | 211,678 | $ | 228,787 | $ | 823,334 | $ | 1,349,800 | |||||||
Fair value | |||||||||||||||||
Obligations of: | |||||||||||||||||
U.S. Treasury and government agencies | $ | 49,673 | $ | 122,382 | $ | — | $ | — | $ | 172,055 | |||||||
U.S. government sponsored agencies | 4,499 | 27,373 | 42,907 | 6,136 | 80,915 | ||||||||||||
States and political subdivisions | 27,100 | 44,620 | 64,592 | 93,710 | 230,022 | ||||||||||||
Residential mortgage-backed securities | 23 | 1,599 | 53,896 | 568,543 | 624,061 | ||||||||||||
Commercial mortgage-backed securities | 3,501 | 857 | 28,362 | 19,784 | 52,504 | ||||||||||||
Bank-issued trust preferred securities | — | 4,284 | 6,003 | — | 10,287 | ||||||||||||
Total available-for-sale securities | $ | 84,796 | $ | 201,115 | $ | 195,760 | $ | 688,173 | $ | 1,169,844 | |||||||
Total weighted-average yield | 2.52 | % | 2.78 | % | 2.29 | % | 1.81 | % | 2.09 | % |
Held-to-maturity
The following table summarizes Peoples’ held-to-maturity investment securities:
(Dollars in thousands) | Amortized Cost | Allowance for Credit Losses | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | ||||||||||||
September 30, 2022 | |||||||||||||||||
Obligations of: | |||||||||||||||||
U.S. government sponsored agencies | $ | 59,871 | $ | — | $ | — | $ | (8,963) | $ | 50,908 | |||||||
States and political subdivisions | 145,490 | (238) | 170 | (37,969) | 107,453 | ||||||||||||
Residential mortgage-backed securities | 111,707 | — | — | (17,822) | 93,885 | ||||||||||||
Commercial mortgage-backed securities | 90,971 | — | — | (16,760) | 74,211 | ||||||||||||
Total held-to-maturity securities | $ | 408,039 | $ | (238) | $ | 170 | $ | (81,514) | $ | 326,457 | |||||||
December 31, 2021 | |||||||||||||||||
Obligations of: | |||||||||||||||||
U.S. government sponsored agencies | $ | 36,431 | $ | — | $ | 86 | $ | (1,004) | $ | 35,513 | |||||||
States and political subdivisions | 151,688 | (286) | 1,006 | (2,270) | 150,138 | ||||||||||||
Residential mortgage-backed securities | 110,708 | — | 370 | (919) | 110,159 | ||||||||||||
Commercial mortgage-backed securities | 75,588 | — | 182 | (1,625) | 74,145 | ||||||||||||
Total held-to-maturity securities | $ | 374,415 | $ | (286) | $ | 1,644 | $ | (5,818) | $ | 369,955 |
There were no sales of held-to-maturity securities for either of the nine months ended September 30, 2022 or 2021.
Management evaluates held-to-maturity investment securities for an allowance for credit losses on a quarterly basis. The majority of Peoples' held-to-maturity investment securities are obligations of states and political subdivisions with the remaining securities issued by U.S. government sponsored agencies. Peoples analyzed these securities using cumulative default rate averages for
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municipal securities. Peoples recorded $238,000 and $286,000 of allowance for credit losses for held-to-maturity securities as of September 30, 2022, and December 31, 2021, respectively.
The following table presents a summary of held-to-maturity investment securities that had been in a continuous unrealized loss position:
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 | ||||||||||||||||||||||||
September 30, 2022 | ||||||||||||||||||||||||||||||||
Obligations of: | ||||||||||||||||||||||||||||||||
U.S. government sponsored agencies | $ | 31,574 | $ | 2,172 | 12 | 19,333 | 6,791 | 4 | $ | 50,907 | $ | 8,963 | ||||||||||||||||||||
States and political subdivisions | 61,133 | 20,820 | 45 | 42,935 | 17,149 | 22 | 104,068 | 37,969 | ||||||||||||||||||||||||
Residential mortgage-backed securities | 44,505 | 6,159 | 15 | 49,380 | 11,663 | 12 | 93,885 | 17,822 | ||||||||||||||||||||||||
Commercial mortgage-backed securities | 34,496 | 6,386 | 18 | 34,968 | 10,374 | 12 | 69,464 | 16,760 | ||||||||||||||||||||||||
Total | $ | 171,708 | $ | 35,537 | 90 | $ | 146,616 | $ | 45,977 | 50 | $ | 318,324 | $ | 81,514 | ||||||||||||||||||
December 31, 2021 | ||||||||||||||||||||||||||||||||
Obligations of: | ||||||||||||||||||||||||||||||||
U.S. government sponsored agencies | $ | 17,328 | $ | 504 | 6 | 14,635 | 500 | 2 | $ | 31,963 | $ | 1,004 | ||||||||||||||||||||
States and political subdivisions | 61,954 | 1,041 | 34 | 27,328 | 1,229 | 6 | 89,282 | 2,270 | ||||||||||||||||||||||||
Residential mortgage-backed securities | 88,937 | 919 | 17 | — | — | — | 88,937 | 919 | ||||||||||||||||||||||||
Commercial mortgage-backed securities | 67,338 | 1,625 | 21 | — | — | — | 67,338 | 1,625 | ||||||||||||||||||||||||
Total | $ | 235,557 | $ | 4,089 | 78 | $ | 41,963 | $ | 1,729 | 8 | $ | 277,520 | $ | 5,818 |
The table below presents the amortized cost, fair value and total weighted-average yield of held-to-maturity securities by contractual maturity at September 30, 2022. The weighted-average yields are based on the amortized cost and are computed on a fully taxable-equivalent basis using a blended federal and state corporate income tax rate of 23.3% and 22.3% for the periods ending September 30, 2022 and December 31, 2021, respectively. 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: | |||||||||||||||||
U.S. government sponsored agencies | $ | — | $ | 19,144 | $ | 11,172 | $ | 29,555 | $ | 59,871 | |||||||
States and political subdivisions | — | 5,209 | 9,235 | 131,046 | 145,490 | ||||||||||||
Residential mortgage-backed securities | — | 1,176 | — | 110,531 | 111,707 | ||||||||||||
Commercial mortgage-backed securities | — | 12,172 | 21,312 | 57,487 | 90,971 | ||||||||||||
Total held-to-maturity securities | $ | — | $ | 37,701 | $ | 41,719 | $ | 328,619 | $ | 408,039 | |||||||
Fair value | |||||||||||||||||
Obligations of: | |||||||||||||||||
U.S. government sponsored agencies | $ | — | $ | 18,288 | $ | 10,622 | $ | 21,998 | $ | 50,908 | |||||||
States and political subdivisions | — | 4,812 | 7,638 | 95,003 | 107,453 | ||||||||||||
Residential mortgage-backed securities | — | 1,152 | — | 92,733 | 93,885 | ||||||||||||
Commercial mortgage-backed securities | — | 11,954 | 17,841 | 44,416 | 74,211 | ||||||||||||
Total held-to-maturity securities | $ | — | $ | 36,206 | $ | 36,101 | $ | 254,150 | $ | 326,457 | |||||||
Total weighted-average yield | — | % | 2.70 | % | 2.58 | % | 1.97 | % | 2.10 | % |
Other Investment Securities
Peoples' other investment securities on the Unaudited Consolidated Balance Sheets consist largely of shares of FHLB stock and FRB stock.
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The following table summarizes the carrying value of Peoples' other investment securities:
(Dollars in thousands) | September 30, 2022 | December 31, 2021 | ||||||
FHLB stock | $ | 14,683 | $ | 17,308 | ||||
FRB stock | 21,237 | 13,311 | ||||||
Nonqualified deferred compensation | 2,008 | 2,240 | ||||||
Equity investment securities | 332 | 344 | ||||||
Other investment securities | 779 | 784 | ||||||
Total other investment securities | $ | 39,039 | $ | 33,987 |
During the nine months ended September 30, 2022, Peoples purchased $7.9 million of FRB stock as requested by the FRB as a result of the merger with Premier Financial Bancorp, Inc. ("Premier") on September 17, 2021.
During the three months ended September 30, 2022 and 2021, Peoples recorded the change in the fair value of equity investment securities held during the period, in "Other non-interest income", resulting in an unrealized gain of $6,000 and $18,000, respectively. For the nine months ended September 30, 2022 and 2021, Peoples recognized a loss of $12,000 and a gain of $91,000, respectively, for the change in fair value of equity securities in "Other non-interest income".
At September 30, 2022, Peoples' investment in equity investment securities was comprised largely of common stocks issued by various unrelated bank holding companies. There were no equity investment securities of a single issuer that exceeded 10% of Peoples' stockholders' equity.
Pledged Securities
Peoples has pledged available-for-sale investment securities and held-to-maturity investment securities to secure public and trust department deposits, and repurchase agreements in accordance with federal and state requirements. Peoples has also pledged available-for-sale investment securities to secure additional borrowing capacity at the FHLB and the FRB as well as to derivative counterparties as collateral on unrealized interest rate swaps.
The following table summarizes the carrying value of Peoples' pledged securities:
Carrying Amount | |||||||||||
(Dollars in thousands) | September 30, 2022 | December 31, 2021 | |||||||||
Securing public and trust department deposits, and repurchase agreements: | |||||||||||
Available-for-sale | $ | 891,050 | $ | 795,496 | |||||||
Held-to-maturity | 285,207 | 160,643 | |||||||||
Securing collateral for cash flow hedge swaps: | |||||||||||
Available-for-sale | — | 18,208 | |||||||||
Held-to-maturity | — | 9,936 | |||||||||
Securing additional borrowing capacity at the FHLB and the FRB: | |||||||||||
Available-for-sale | 4,223 | 6,504 | |||||||||
Held-to-maturity | 1,284 | 549 | |||||||||
Note 4 Loans and Leases
Peoples' loan portfolio consists of various types of loans and leases originated primarily as a result of lending opportunities within Peoples' footprint. Peoples also originates insurance premium finance loans nationwide through its Peoples Premium Finance division, and originates leases nationwide through its North Star Leasing division and its Vantage Financial, LLC ("Vantage") subsidiary. Loans and leases throughout this document are referred to as "total loans" and "loans held for investment".
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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) | September 30, 2022 | December 31, 2021 | ||||||
Construction | $ | 215,621 | $ | 210,232 | ||||
Commercial real estate, other | 1,423,479 | 1,550,081 | ||||||
Commercial and industrial | 877,472 | 891,392 | ||||||
Premium finance | 167,682 | 136,136 | ||||||
Leases | 312,847 | 122,508 | ||||||
Residential real estate | 733,361 | 771,718 | ||||||
Home equity lines of credit | 174,525 | 163,593 | ||||||
Consumer, indirect | 592,309 | 530,532 | ||||||
Consumer, direct | 113,314 | 104,652 | ||||||
Deposit account overdrafts | 597 | 756 | ||||||
Total loans, at amortized cost | $ | 4,611,207 | $ | 4,481,600 |
On March 7, 2022, Peoples completed the acquisition of Vantage, which included $154.9 million of leases. During the first nine months of 2022, Peoples experienced elevated levels of payoffs and amortization of previously-acquired loans, which partially offset organic loan growth.
Peoples is a Small Business Administration ("SBA") Paycheck Protection Program ("PPP") lender. At September 30, 2022, the PPP loans had an amortized cost of $3.7 million, and were included in the commercial and industrial loan balances. As of September 30, 2022, deferred loan origination fees, net of deferred origination costs, totaled $61,000 for PPP loans. During the third quarter of 2022, Peoples recorded amortization of net deferred loan origination fees of $0.4 million on PPP loans compared to $3.8 million for the third quarter of 2021. The remaining net deferred loan origination fees will be amortized over the life of the respective loans, or until forgiven by the SBA, and will be recognized in "Net interest income".
Accrued interest receivable is not included within the loan balances, but is presented in the “Other assets” line of the Unaudited Consolidated Balance Sheets, with no recorded allowance for credit losses. Total interest receivable on loans was $13.1 million at September 30, 2022 and $12.0 million at December 31, 2021.
Nonaccrual and Past Due Loans
A loan is considered past due if any required principal and interest payments have not been received as of the date such payments were required to be made under the terms of the loan agreement. A loan may be placed on nonaccrual status regardless of whether or not such loan is considered past due.
The amortized cost of loans on nonaccrual status and of loans delinquent for 90 days or more and accruing was as follows:
September 30, 2022 | December 31, 2021 | ||||||||||||||||
(Dollars in thousands) | Nonaccrual (a) | Accruing Loans 90+ Days Past Due | Nonaccrual (a) | Accruing Loans 90+ Days Past Due | |||||||||||||
Construction | $ | 2 | $ | — | $ | 6 | $ | 90 | |||||||||
Commercial real estate, other | 11,916 | 1,472 | 17,067 | 689 | |||||||||||||
Commercial and industrial | 2,385 | 266 | 3,572 | 1,139 | |||||||||||||
Premium finance | — | 308 | — | 865 | |||||||||||||
Leases | 2,094 | 4,654 | 1,581 | — | |||||||||||||
Residential real estate | 8,728 | 1,499 | 9,647 | 805 | |||||||||||||
Home equity lines of credit | 921 | 23 | 1,039 | 50 | |||||||||||||
Consumer, indirect | 1,627 | 195 | 1,574 | — | |||||||||||||
Consumer, direct | 158 | 7 | 279 | 85 | |||||||||||||
Total loans, at amortized cost | $ | 27,831 | $ | 8,424 | $ | 34,765 | $ | 3,723 |
(a) There were $2.0 million of nonaccrual loans for which there was no allowance for credit losses at September 30, 2022 and $2.6 million at December 31, 2021.
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During the first nine months of 2022, nonaccrual loans declined compared to December 31, 2021, which was primarily due to the payoff of one commercial relationship, coupled with other smaller reductions. The increase in accruing loans 90+ days past due, compared to December 31, 2021, was the result of the additional leases acquired in the Vantage acquisition, the majority of which related to in-process renewals. As of September 30, 2022, the short-term modifications, such as payment deferrals, fee waivers, extensions of repayment terms, or other delays in payment for current borrowers Peoples had made were insignificant. Under the Coronavirus Aid, Relief and Economic Security Act (the "CARES Act"), borrowers are considered current if they are less than 30 days past due on their contractual payments at the time a modification program is implemented. As such, these modifications made in accordance with the CARES Act were not included in Peoples' nonaccrual or accruing loans 90+ days past due at September 30, 2022.
The amount of interest income recognized on loans past due 90 days or more during the nine months ended September 30, 2022 was $1.1 million.
The following table presents the aging of the amortized cost of past due loans:
Loans Past Due | Current Loans | Total Loans | ||||||||||||||||||
(Dollars in thousands) | 30 - 59 days | 60 - 89 days | 90 + Days | Total | ||||||||||||||||
September 30, 2022 | ||||||||||||||||||||
Construction | $ | 334 | $ | 25 | $ | — | $ | 359 | $ | 215,262 | $ | 215,621 | ||||||||
Commercial real estate, other | 2,710 | 878 | 11,668 | 15,256 | 1,408,223 | 1,423,479 | ||||||||||||||
Commercial and industrial | 1,742 | 870 | 2,630 | 5,242 | 872,230 | 877,472 | ||||||||||||||
Premium finance | 312 | 287 | 308 | 907 | 166,775 | 167,682 | ||||||||||||||
Leases | 786 | 2,972 | 6,749 | 10,507 | 302,340 | 312,847 | ||||||||||||||
Residential real estate | 3,413 | 1,814 | 5,723 | 10,950 | 722,411 | 733,361 | ||||||||||||||
Home equity lines of credit | 1,640 | 102 | 513 | 2,255 | 172,270 | 174,525 | ||||||||||||||
Consumer, indirect | 3,912 | 744 | 628 | 5,284 | 587,025 | 592,309 | ||||||||||||||
Consumer, direct | 395 | 54 | 83 | 532 | 112,782 | 113,314 | ||||||||||||||
Deposit account overdrafts | — | — | — | — | 597 | 597 | ||||||||||||||
Total loans, at amortized cost | $ | 15,244 | $ | 7,746 | $ | 28,302 | $ | 51,292 | $ | 4,559,915 | $ | 4,611,207 | ||||||||
December 31, 2021 | ||||||||||||||||||||
Construction | $ | 658 | $ | — | $ | 90 | $ | 748 | $ | 209,484 | $ | 210,232 | ||||||||
Commercial real estate, other | 2,891 | 1,600 | 12,561 | 17,052 | 1,533,029 | 1,550,081 | ||||||||||||||
Commercial and industrial | 1,132 | 1,278 | 3,595 | 6,005 | 885,387 | 891,392 | ||||||||||||||
Premium finance | 751 | 266 | 865 | 1,882 | 134,254 | 136,136 | ||||||||||||||
Leases | 426 | 247 | 1,581 | 2,254 | 120,254 | 122,508 | ||||||||||||||
Residential real estate | 8,276 | 2,241 | 5,188 | 15,705 | 756,013 | 771,718 | ||||||||||||||
Home equity lines of credit | 1,137 | 619 | 625 | 2,381 | 161,212 | 163,593 | ||||||||||||||
Consumer, indirect | 4,220 | 895 | 615 | 5,730 | 524,802 | 530,532 | ||||||||||||||
Consumer, direct | 457 | 135 | 200 | 792 | 103,860 | 104,652 | ||||||||||||||
Deposit account overdrafts | — | — | — | — | 756 | 756 | ||||||||||||||
Total loans, at amortized cost | $ | 19,948 | $ | 7,281 | $ | 25,320 | $ | 52,549 | $ | 4,429,051 | $ | 4,481,600 |
Delinquency trends remained stable, as 98.9% of Peoples' loan portfolio was considered “current” at September 30, 2022, compared to 98.8% at December 31, 2021.
Pledged Loans
Peoples has pledged certain loans secured by one-to-four family and multifamily residential mortgages, home equity lines of credit and commercial real estate loans under a blanket collateral agreement to secure borrowings from the FHLB. Peoples also has pledged eligible commercial and industrial loans to secure borrowings with the FRB. Loans pledged are summarized as follows:
(Dollars in thousands) | September 30, 2022 | December 31, 2021 | ||||||
Loans pledged to FHLB | $ | 793,115 | $ | 769,863 | ||||
Loans pledged to FRB | 405,652 | 294,728 |
Credit Quality Indicators
As discussed in "Note 1 Summary of Significant Accounting Policies" of the Notes to the Consolidated Financial Statements included in Peoples' 2021 Form 10-K, Peoples categorizes the majority of its loans into risk categories based upon an established risk
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grading matrix using a scale of 1 to 8. Loan grades are assigned at the time a new loan or lending commitment is extended by Peoples and may be changed at any time when circumstances warrant. Loans to borrowers with an aggregate unpaid principal balance in excess of $1.0 million are reviewed at least on an annual basis for possible credit deterioration. Loan relationships whose aggregate credit exposure to Peoples is equal to or less than $1.0 million are reviewed on an event driven basis. Triggers for review include knowledge of adverse events affecting the borrower's business, receipt of financial statements indicating deteriorating credit quality or other similar events. Adversely classified loans are reviewed on a quarterly basis. A description of the general characteristics of the risk grades used by Peoples, including loans and leases acquired from Vantage and Premier, 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 loans. They are characterized by the distinct possibility that Peoples will sustain some loss if the weaknesses are not corrected.
“Doubtful” (grade 7): Loans in this risk grade have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or orderly repayment in full, on the basis of current existing facts, conditions and values, highly questionable and improbable. Possibility of loss is extremely high, but because of certain important and reasonably specific factors that may work to the advantage and strengthening of the exposure, classification of each of these loans 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 credit losses are taken during 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,” or “loss” consistent with the regulatory definitions and requirements of these classes. Leases are categorized as "special mention", "substandard", or "loss" based upon delinquency status and the prospect of collecting the remaining net investment balance owed under the lease. All other loans not evaluated individually, nor meeting the regulatory conditions to be categorized as described above, would be considered as “pass" for disclosure purposes.
The following table summarizes the risk category of loans within Peoples' loan portfolio, including acquired loans, based upon the most recent analysis performed at September 30, 2022:
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Term Loans at Amortized Cost by Origination Year | Revolving Loans Converted to Term | ||||||||||||||||||||||||||||
(Dollars in thousands) | 2022 | 2021 | 2020 | 2019 | 2018 | Prior | Revolving Loans | Total Loans | |||||||||||||||||||||
Construction | |||||||||||||||||||||||||||||
Pass | $ | 50,403 | $ | 109,791 | $ | 30,078 | $ | 18,033 | $ | 427 | $ | 3,251 | $ | 2,222 | $ | 81 | $ | 214,205 | |||||||||||
Special mention | — | — | — | — | — | 825 | — | — | 825 | ||||||||||||||||||||
Substandard | — | — | 136 | — | 69 | 386 | — | — | 591 | ||||||||||||||||||||
Total | 50,403 | 109,791 | 30,214 | 18,033 | 496 | 4,462 | 2,222 | 81 | 215,621 | ||||||||||||||||||||
Commercial real estate, other | |||||||||||||||||||||||||||||
Pass | 124,239 | 227,395 | 230,082 | 206,722 | 114,512 | 395,451 | 21,768 | 6,337 | 1,320,169 | ||||||||||||||||||||
Special mention | — | 195 | 1,225 | 5,514 | 3,198 | 36,761 | 93 | — | 46,986 | ||||||||||||||||||||
Substandard | 120 | 9,059 | 2,342 | 1,908 | 1,025 | 41,356 | 341 | — | 56,151 | ||||||||||||||||||||
Doubtful | — | — | — | — | — | 173 | — | — | 173 | ||||||||||||||||||||
Total | 124,359 | 236,649 | 233,649 | 214,144 | 118,735 | 473,741 | 22,202 | 6,337 | 1,423,479 | ||||||||||||||||||||
Commercial and industrial | |||||||||||||||||||||||||||||
Pass | 116,058 | 173,932 | 86,010 | 77,871 | 44,821 | 99,146 | 224,418 | 2,529 | 822,256 | ||||||||||||||||||||
Special mention | — | 28 | 11,098 | 985 | 274 | 4,987 | 3,333 | 25 | 20,705 | ||||||||||||||||||||
Substandard | 59 | 9,453 | 2,627 | 2,975 | 2,920 | 4,563 | 11,702 | 142 | 34,299 | ||||||||||||||||||||
Doubtful | — | — | — | — | — | 212 | — | — | 212 | ||||||||||||||||||||
Total | 116,117 | 183,413 | 99,735 | 81,831 | 48,015 | 108,908 | 239,453 | 2,696 | 877,472 | ||||||||||||||||||||
Premium finance | |||||||||||||||||||||||||||||
Pass | 162,713 | 4,969 | — | — | — | — | — | — | 167,682 | ||||||||||||||||||||
Total | 162,713 | 4,969 | — | — | — | — | — | — | 167,682 | ||||||||||||||||||||
Leases | |||||||||||||||||||||||||||||
Pass | 139,715 | 98,250 | 40,078 | 19,569 | 4,440 | 1,513 | — | 303,565 | |||||||||||||||||||||
Special mention | 1,639 | 3,776 | 73 | 24 | 78 | — | 5,590 | ||||||||||||||||||||||
Substandard | 575 | 1,693 | 537 | 424 | 463 | — | 3,692 | ||||||||||||||||||||||
Total | 141,929 | 103,719 | 40,688 | 20,017 | 4,981 | 1,513 | — | — | 312,847 | ||||||||||||||||||||
Residential real estate | |||||||||||||||||||||||||||||
Pass | 65,666 | 140,597 | 62,306 | 44,469 | 29,790 | 375,024 | — | — | 717,852 | ||||||||||||||||||||
Substandard | — | — | — | — | — | 15,355 | — | — | 15,355 | ||||||||||||||||||||
Loss | — | — | — | — | — | 154 | — | — | 154 | ||||||||||||||||||||
Total | 65,666 | 140,597 | 62,306 | 44,469 | 29,790 | 390,533 | — | — | 733,361 | ||||||||||||||||||||
Home equity lines of credit | |||||||||||||||||||||||||||||
Pass | 29,784 | 36,483 | 21,432 | 15,451 | 14,072 | 56,586 | 340 | 2,191 | 174,148 | ||||||||||||||||||||
Substandard | — | — | — | — | — | 377 | — | — | 377 | ||||||||||||||||||||
Total | 29,784 | 36,483 | 21,432 | 15,451 | 14,072 | 56,963 | 340 | 2,191 | 174,525 | ||||||||||||||||||||
Consumer, indirect | |||||||||||||||||||||||||||||
Pass | 229,831 | 165,711 | 112,435 | 41,315 | 27,327 | 15,690 | — | — | 592,309 | ||||||||||||||||||||
Total | 229,831 | 165,711 | 112,435 | 41,315 | 27,327 | 15,690 | — | — | 592,309 | ||||||||||||||||||||
Consumer, direct | |||||||||||||||||||||||||||||
Pass | 45,117 | 32,606 | 17,426 | 7,874 | 4,738 | 5,553 | — | — | 113,314 | ||||||||||||||||||||
Total | 45,117 | 32,606 | 17,426 | 7,874 | 4,738 | 5,553 | — | — | 113,314 | ||||||||||||||||||||
Deposit account overdrafts | 597 | — | — | — | — | — | — | — | 597 | ||||||||||||||||||||
Total loans, at amortized cost | $ | 966,516 | $ | 1,013,938 | $ | 617,885 | $ | 443,134 | $ | 248,154 | $ | 1,057,363 | $ | 264,217 | $ | 11,305 | $ | 4,611,207 |
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The following table summarizes the risk category of loans within Peoples' loan portfolio, including acquired loans, based upon the then most recent analysis performed at December 31, 2021:
Term Loans at Amortized Cost by Origination Year | |||||||||||||||||||||||||||||
(Dollars in thousands) | 2021 | 2020 | 2019 | 2018 | 2017 | Prior | Revolving Loans | Revolving Loans Converted to Term | Total Loans | ||||||||||||||||||||
Construction | |||||||||||||||||||||||||||||
Pass | $ | 85,276 | $ | 78,026 | $ | 29,514 | $ | 3,498 | $ | 1,233 | $ | 2,982 | $ | 2,411 | $ | 6,948 | $ | 202,940 | |||||||||||
Special mention | 290 | — | — | 735 | 3,850 | 137 | — | — | 5,012 | ||||||||||||||||||||
Substandard | — | — | 947 | 77 | 153 | 1,103 | — | — | 2,280 | ||||||||||||||||||||
Total | 85,566 | 78,026 | 30,461 | 4,310 | 5,236 | 4,222 | 2,411 | 6,948 | 210,232 | ||||||||||||||||||||
Commercial real estate, other | |||||||||||||||||||||||||||||
Pass | 253,259 | 259,113 | 217,938 | 143,094 | 143,975 | 392,212 | 21,320 | 11,940 | 1,430,911 | ||||||||||||||||||||
Special mention | 157 | 2,716 | 7,875 | 3,839 | 6,292 | 31,626 | — | 49 | 52,505 | ||||||||||||||||||||
Substandard | — | 1,675 | 824 | 691 | 3,124 | 59,415 | 371 | 37 | 66,100 | ||||||||||||||||||||
Doubtful | — | — | — | — | — | 542 | — | — | 542 | ||||||||||||||||||||
Loss | — | — | — | — | — | 23 | — | — | 23 | ||||||||||||||||||||
Total | 253,416 | 263,504 | 226,637 | 147,624 | 153,391 | 483,818 | 21,691 | 12,026 | 1,550,081 | ||||||||||||||||||||
Commercial and industrial | |||||||||||||||||||||||||||||
Pass | 299,117 | 105,646 | 84,144 | 56,361 | 22,182 | 100,030 | 174,848 | 15,888 | 842,328 | ||||||||||||||||||||
Special mention | 82 | 11,745 | 2,559 | 2,179 | 132 | 5,445 | 7,563 | 9 | 29,705 | ||||||||||||||||||||
Substandard | 465 | 2,059 | 2,691 | 812 | 4,995 | 3,342 | 3,085 | 367 | 17,449 | ||||||||||||||||||||
Doubtful | — | — | — | — | — | 1,648 | 262 | 100 | 1,910 | ||||||||||||||||||||
Total | 299,664 | 119,450 | 89,394 | 59,352 | 27,309 | 110,465 | 185,758 | 16,364 | 891,392 | ||||||||||||||||||||
Premium finance | |||||||||||||||||||||||||||||
Pass | 135,896 | 240 | — | — | — | — | — | — | 136,136 | ||||||||||||||||||||
Total | 135,896 | 240 | — | — | — | — | — | — | 136,136 | ||||||||||||||||||||
Leases | |||||||||||||||||||||||||||||
Pass | 78,048 | 25,954 | 13,368 | 2,972 | 337 | — | — | — | 120,679 | ||||||||||||||||||||
Special mention | 34 | 29 | 22 | 159 | 4 | — | — | — | 248 | ||||||||||||||||||||
Substandard | 196 | 438 | 462 | 479 | 6 | — | — | — | 1,581 | ||||||||||||||||||||
Total | 78,278 | 26,421 | 13,852 | 3,610 | 347 | — | — | — | 122,508 | ||||||||||||||||||||
Residential real estate | |||||||||||||||||||||||||||||
Pass | 141,845 | 74,169 | 53,434 | 33,690 | 44,377 | 407,541 | — | — | 755,056 | ||||||||||||||||||||
Substandard | — | — | — | — | — | 16,302 | — | — | 16,302 | ||||||||||||||||||||
Loss | — | — | — | — | — | 360 | — | — | 360 | ||||||||||||||||||||
Total | 141,845 | 74,169 | 53,434 | 33,690 | 44,377 | 424,203 | — | — | 771,718 | ||||||||||||||||||||
Home equity lines of credit | |||||||||||||||||||||||||||||
Pass | 35,898 | 23,276 | 18,035 | 16,124 | 14,991 | 53,302 | 1,967 | 3,287 | 163,593 | ||||||||||||||||||||
Total | 35,898 | 23,276 | 18,035 | 16,124 | 14,991 | 53,302 | 1,967 | 3,287 | 163,593 | ||||||||||||||||||||
Consumer, indirect | |||||||||||||||||||||||||||||
Pass | 226,287 | 163,830 | 63,353 | 45,672 | 21,754 | 9,636 | — | — | 530,532 | ||||||||||||||||||||
Total | 226,287 | 163,830 | 63,353 | 45,672 | 21,754 | 9,636 | — | — | 530,532 | ||||||||||||||||||||
Consumer, direct | |||||||||||||||||||||||||||||
Pass | 47,308 | 26,792 | 13,293 | 8,411 | 3,218 | 5,630 | — | — | 104,652 | ||||||||||||||||||||
Total | 47,308 | 26,792 | 13,293 | 8,411 | 3,218 | 5,630 | — | — | 104,652 | ||||||||||||||||||||
Deposit account overdrafts | 756 | — | — | — | — | — | — | — | 756 | ||||||||||||||||||||
Total loans, at amortized cost | $ | 1,304,914 | $ | 775,708 | $ | 508,459 | $ | 318,793 | $ | 270,623 | $ | 1,091,276 | $ | 211,827 | $ | 38,625 | $ | 4,481,600 |
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Collateral Dependent Loans
Peoples has certain loans for which repayment is dependent upon the operation or sale of collateral, as the borrower is experiencing financial difficulty. The underlying collateral can vary based upon the type of loan. The following provides more detail about the types of collateral that secure collateral dependent loans:
• Construction loans are typically secured by owner occupied commercial real estate or non-owner occupied investment real estate. Typically, owner occupied construction loans are secured by office buildings, warehouses, manufacturing facilities, and other commercial and industrial properties that are in process of construction. Non-owner occupied commercial construction loans are generally secured by office buildings and complexes, multi-family complexes, land under development, and other commercial and industrial real estate in process of construction.
•Commercial real estate loans can be secured by either owner occupied commercial real estate or non-owner occupied investment commercial real estate. Typically, owner occupied commercial real estate loans are secured by office buildings, warehouses, manufacturing facilities and other commercial and industrial properties occupied by operating companies. Non-owner occupied commercial real estate loans are generally secured by office buildings and complexes, retail facilities, multifamily complexes, land under development, industrial properties, as well as other commercial or industrial real estate.
•Commercial and industrial loans are generally secured by equipment, inventory, accounts receivable, and other commercial property.
•Residential real estate loans are typically secured by first mortgages, and in some cases could be secured by a second mortgage.
•Home equity lines of credit are generally secured by second mortgages on residential real estate property.
•Consumer loans are generally secured by automobiles, motorcycles, recreational vehicles and other personal property. Some consumer loans are unsecured and have no underlying collateral.
•Leases are secured by commercial equipment and other essential business assets.
•Premium finance loans are secured by the unearned portion of the insurance premium being financed.
The following table details Peoples' amortized cost of collateral dependent loans:
(Dollars in thousands) | September 30, 2022 | December 31, 2021 | |||||||||
Construction | $ | 340 | $ | 1,291 | |||||||
Commercial real estate, other | 9,380 | 37,220 | |||||||||
Commercial and industrial | 2,590 | 8,340 | |||||||||
Residential real estate | 2,196 | 2,877 | |||||||||
Home equity lines of credit | 379 | 391 | |||||||||
Total collateral dependent loans | $ | 14,885 | $ | 50,119 |
The decrease in collateral dependent loans at September 30, 2022, compared to December 31, 2021, was primarily due to three large commercial relationships that were no longer considered collateral dependent at September 30, 2022.
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Troubled Debt Restructurings
The following tables summarize the loans that were modified as TDRs during the three and nine months ended September 30:
Three Months Ended | ||||||||||||||
Recorded Investment (a) | ||||||||||||||
(Dollars in thousands) | Number of Contracts | Pre-Modification | Post-Modification | Remaining Recorded Investment | ||||||||||
September 30, 2022 | ||||||||||||||
Commercial and industrial | 1 | $ | 20 | $ | 20 | $ | 19 | |||||||
Residential real estate | 7 | 323 | 361 | 354 | ||||||||||
Home equity lines of credit | 2 | 119 | 119 | 119 | ||||||||||
Consumer, indirect | 6 | 79 | 79 | 79 | ||||||||||
Consumer, direct | 3 | 20 | 20 | 20 | ||||||||||
Consumer | 9 | 99 | 99 | 99 | ||||||||||
Total | 19 | $ | 561 | $ | 599 | $ | 591 | |||||||
September 30, 2021 | ||||||||||||||
Construction | 1 | $ | 6 | $ | 6 | $ | 6 | |||||||
Commercial real estate, other | 2 | 14 | 14 | 14 | ||||||||||
Commercial and industrial | 3 | 327 | 327 | 327 | ||||||||||
Leases | 2 | 182 | 184 | 178 | ||||||||||
Residential real estate | 46 | 1,952 | 1,956 | 1,955 | ||||||||||
Home equity lines of credit | 5 | 55 | 55 | 55 | ||||||||||
Consumer, indirect | 9 | 95 | 95 | 95 | ||||||||||
Consumer, direct | 3 | 9 | 9 | 9 | ||||||||||
Consumer | 12 | 104 | 104 | 104 | ||||||||||
Total | 71 | $ | 2,640 | $ | 2,646 | $ | 2,639 | |||||||
(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. |
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Nine Months Ended | ||||||||||||||
Recorded Investment (a) | ||||||||||||||
(Dollars in thousands) | Number of Contracts | Pre-Modification | Post-Modification | Remaining Recorded Investment | ||||||||||
September 30, 2022 | ||||||||||||||
Commercial real estate, other | 3 | $ | 282 | $ | 282 | $ | 276 | |||||||
Commercial and industrial | 6 | 1,309 | 1,313 | 801 | ||||||||||
Residential real estate | 30 | 1,478 | 1,562 | 1,536 | ||||||||||
Home equity lines of credit | 5 | 251 | 251 | 247 | ||||||||||
Consumer, indirect | 19 | 237 | 237 | 237 | ||||||||||
Consumer, direct | 6 | 63 | 63 | 63 | ||||||||||
Consumer | 25 | 300 | 300 | 300 | ||||||||||
Total | 69 | $ | 3,620 | $ | 3,708 | $ | 3,160 | |||||||
September 30, 2021 | ||||||||||||||
Construction | 2 | $ | 350 | $ | 350 | $ | 350 | |||||||
Commercial real estate, other | 3 | 37 | 37 | 37 | ||||||||||
Commercial and industrial | 3 | 327 | 327 | 327 | ||||||||||
Leases | 5 | 340 | 348 | 334 | ||||||||||
Residential real estate | 54 | 2,367 | 2,376 | 2,366 | ||||||||||
Home equity lines of credit | 9 | 315 | 315 | 307 | ||||||||||
Consumer, indirect | 16 | 200 | 200 | 192 | ||||||||||
Consumer, direct | 8 | 48 | 48 | 45 | ||||||||||
Consumer | 24 | 248 | 248 | 237 | ||||||||||
Total | 100 | $ | 3,984 | $ | 4,001 | $ | 3,958 | |||||||
(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. |
On March 22, 2020, federal and state government banking regulators issued a joint statement, with which the FASB concurred as to the approach, regarding accounting for loan modifications for borrowers affected by COVID-19. In this guidance, short-term modifications, made on a good faith basis in response to COVID-19, to borrowers who were current prior to any relief, are not considered TDRs. This includes short-term modifications such as payment deferrals, fee waivers, extensions of repayment terms, or other delays in payment which are insignificant. Under the guidance, the borrowers that are considered to be current are those that are less than 30 days past due on their contractual payments at the time a modification program is implemented. In addition, modification or deferral programs mandated by the U.S. federal government or any state government related to COVID-19 are not in the scope of accounting for TDRs, as defined in ASC 310-40.
Peoples had five loans totaling $202,000 that were modified as TDRs during the past twelve months that subsequently defaulted (i.e., 90 days or more past due following a modification during the year).
Peoples had no commitments to lend additional funds to borrowers whose loan terms have been modified in a TDR.
Allowance for Credit Losses
As discussed in "Note 1 Summary of Significant Accounting Policies" of the Notes to the Consolidated Financial Statements included in Peoples' 2021 Form 10-K, Peoples' estimates the allowance for credit losses using relevant available information, from both internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. In management's estimation of expected credit losses, Peoples' uses a one year reasonable and supportable period across all segments.
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Following the reasonable and supportable period, Peoples' reverts the macroeconomic variables to their long run average over a four quarter reversion period.
Changes in the allowance for credit losses for the three months ended September 30, 2022 and September 30, 2021 are summarized below:
(Dollars in thousands) | Beginning Balance, June 30, 2022 | Initial Allowance for Acquired Purchased Credit Deteriorated Assets (a) | Provision for Credit Losses for Acquired Non-Purchased Credit Deteriorated Assets | (Recovery of) Provision for Credit Losses (b) | Charge-offs | Recoveries | Ending Balance, September 30, 2022 | ||||||||||||||||
Construction | $ | 1,531 | $ | — | $ | — | $ | (67) | $ | — | $ | — | $ | 1,464 | |||||||||
Commercial real estate, other | 18,708 | — | — | (995) | (57) | 39 | 17,695 | ||||||||||||||||
Commercial and industrial | 8,572 | — | — | 72 | (36) | 3 | 8,611 | ||||||||||||||||
Premium finance | 311 | — | — | 279 | (38) | 1 | 553 | ||||||||||||||||
Leases | 7,585 | 377 | — | 560 | (731) | 99 | 7,890 | ||||||||||||||||
Residential real estate | 6,332 | — | — | 264 | (168) | 36 | 6,464 | ||||||||||||||||
Home equity lines of credit | 1,699 | — | — | (50) | (5) | — | 1,644 | ||||||||||||||||
Consumer, indirect | 6,234 | — | — | 1,207 | (600) | 71 | 6,912 | ||||||||||||||||
Consumer, direct | 1,321 | — | — | 343 | (81) | 9 | 1,592 | ||||||||||||||||
Deposit account overdrafts | 53 | — | — | 218 | (274) | 44 | 41 | ||||||||||||||||
Total | $ | 52,346 | $ | 377 | $ | — | $ | 1,831 | $ | (1,990) | $ | 302 | $ | 52,866 |
(a)Includes purchase price adjustments related to acquisitions previously completed but within the 12-month measurement period.
(b)Amount does not include the provision for the allowance for credit losses on unfunded commitments.
(Dollars in thousands) | Beginning Balance, June 30, 2021 | Initial Allowance for Acquired Purchased Credit Deteriorated Assets | Provision for Credit Losses for Acquired Non-Purchased Credit Deteriorated Assets | (Recovery of) Provision for Credit Losses (a) | Charge-offs | Recoveries | Ending Balance, September 30, 2021 | ||||||||||||||||
Construction | $ | 914 | $ | 2,127 | $ | 638 | $ | (243) | $ | — | $ | — | $ | 3,436 | |||||||||
Commercial real estate, other | 17,233 | 13,374 | 5,384 | (179) | — | 4 | 35,816 | ||||||||||||||||
Commercial and industrial | 8,686 | 4,286 | 1,059 | (3) | (654) | 4 | 13,378 | ||||||||||||||||
Premium finance | 998 | — | — | 146 | (7) | — | 1,137 | ||||||||||||||||
Leases | 3,715 | — | — | 1,101 | (431) | 120 | 4,505 | ||||||||||||||||
Residential real estate | 4,837 | 2,394 | 2,645 | (312) | (44) | 48 | 9,568 | ||||||||||||||||
Home equity lines of credit | 1,504 | 41 | 674 | 148 | (180) | 37 | 2,224 | ||||||||||||||||
Consumer, indirect | 8,841 | — | — | (2,308) | (416) | 43 | 6,160 | ||||||||||||||||
Consumer, direct | 1,161 | 112 | 180 | (362) | (29) | 17 | 1,079 | ||||||||||||||||
Deposit account overdrafts | 53 | — | — | 124 | (135) | 37 | 79 | ||||||||||||||||
Total | $ | 47,942 | $ | 22,334 | $ | 10,580 | $ | (1,888) | $ | (1,896) | $ | 310 | $ | 77,382 |
(a)Amount does not include the provision for the allowance for credit losses on unfunded commitments.
(a)Amount does not include the provision for the allowance for credit losses on unfunded commitments.
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Changes in the allowance for credit losses for the nine months ended September 30, 2022 and September 30, 2021 are summarized below:
(Dollars in thousands) | Beginning Balance, December 31, 2021 | Initial Allowance for Acquired Purchased Credit Deteriorated Assets (a) | Provision for Credit Losses for Acquired Non-Purchased Credit Deteriorated Assets | (Recovery of) Provision for Credit Losses (b) | Charge-offs | Recoveries | Ending Balance, September 30, 2022 | ||||||||||||||||
Construction | $ | 2,999 | $ | — | $ | — | $ | (1,535) | $ | — | $ | — | $ | 1,464 | |||||||||
Commercial real estate, other | 29,147 | (451) | — | (10,908) | (357) | 264 | 17,695 | ||||||||||||||||
Commercial and industrial | 11,063 | (418) | — | (1,124) | (919) | 9 | 8,611 | ||||||||||||||||
Premium finance | 379 | — | — | 247 | (82) | 9 | 553 | ||||||||||||||||
Leases | 4,797 | 801 | — | 3,650 | (1,697) | 339 | 7,890 | ||||||||||||||||
Residential real estate | 7,233 | (509) | — | 200 | (524) | 64 | 6,464 | ||||||||||||||||
Home equity lines of credit | 2,005 | (11) | — | (333) | (46) | 29 | 1,644 | ||||||||||||||||
Consumer, indirect | 5,326 | (41) | — | 2,821 | (1,434) | 240 | 6,912 | ||||||||||||||||
Consumer, direct | 961 | — | — | 877 | (277) | 31 | 1,592 | ||||||||||||||||
Deposit account overdrafts | 57 | — | — | 772 | (938) | 150 | 41 | ||||||||||||||||
Total | $ | 63,967 | $ | (629) | $ | — | $ | (5,333) | $ | (6,274) | $ | 1,135 | $ | 52,866 |
(a)Includes purchase price adjustments related to acquisitions previously completed but were within the 12-month measurement period.
(b)Amount does not include the provision for the allowance for credit losses on unfunded commitments.
(Dollars in thousands) | Beginning Balance, December 31, 2020 | Initial Allowance for Acquired Purchased Credit Deteriorated Assets | Provision for Credit Losses for Acquired Non-Purchased Credit Deteriorated Assets | (Recovery of) Provision for Credit Losses (a) | Charge-offs | Recoveries | Ending Balance, September 30, 2021 | ||||||||||||||||
Construction | $ | 1,887 | $ | 2,127 | $ | 638 | $ | (1,216) | $ | — | $ | — | $ | 3,436 | |||||||||
Commercial real estate, other | 17,536 | 13,374 | 5,384 | (325) | (161) | 8 | 35,816 | ||||||||||||||||
Commercial and industrial | 12,763 | 4,286 | 1,059 | (3,800) | (952) | 22 | 13,378 | ||||||||||||||||
Premium finance | 1,095 | — | — | 72 | (30) | — | 1,137 | ||||||||||||||||
Leases | — | 493 | 3,288 | 1,450 | (956) | 230 | 4,505 | ||||||||||||||||
Residential real estate | 6,044 | 2,394 | 2,645 | (1,305) | (313) | 103 | 9,568 | ||||||||||||||||
Home equity lines of credit | 1,860 | 41 | 674 | (196) | (196) | 41 | 2,224 | ||||||||||||||||
Consumer, indirect | 8,030 | — | — | (891) | (1,190) | 211 | 6,160 | ||||||||||||||||
Consumer, direct | 1,081 | 112 | 180 | (252) | (96) | 54 | 1,079 | ||||||||||||||||
Deposit account overdrafts | 63 | — | — | 208 | (327) | 135 | 79 | ||||||||||||||||
Total | $ | 50,359 | $ | 22,827 | $ | 13,868 | $ | (6,255) | $ | (4,221) | $ | 804 | $ | 77,382 |
(a)Amount does not include the provision for the allowance for credit losses on unfunded commitments.s adopted ASU 2016-13 - Financial Instruments
(a)Amount does not include the provision for the allowance for credit losses on unfunded commitments
During the third quarter of 2022, Peoples recorded a provision for credit losses for loans of $1.8 million, driven by a deterioration of macro-economic conditions, partially offset by a reduction in reserves for individually analyzed loans. Leases designated as
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purchased credit deteriorated ("PCD") acquired from Vantage increased the allowance for credit losses by $377,000. Net charge-offs for the third quarter of 2022 were $1.7 million, and included charge-offs of three leases aggregating $0.6 million.
Peoples had recorded an allowance for unfunded commitments of $2.1 million as of September 30, 2022, a decrease compared to $2.5 million at December 31, 2021. The allowance for unfunded commitments (also referred to as "unfunded commitment liability") is presented in the “Accrued expenses and other liabilities” line of the Unaudited Consolidated Balance Sheets. The change in the allowance for unfunded commitments is also reflected in the "Provision for (recovery of) credit losses" line of the Unaudited Consolidated Statements of Operations.
Note 5 Goodwill and Other Intangible Assets
Goodwill
The following table details changes in the recorded amount of goodwill:
(Dollars in thousands) | September 30, 2022 | December 31, 2021 | ||||||
Goodwill, beginning of year | $ | 264,193 | $ | 171,260 | ||||
Goodwill recorded from acquisitions | 28,204 | 92,933 | ||||||
Goodwill, end of period | $ | 292,397 | $ | 264,193 | ||||
On March 11, 2022, Peoples Insurance Agency, LLC ("Peoples Insurance") entered into an Asset Purchase Agreement with Elite Agency, Inc. ("Elite"), and consummated the acquisition on April 1, 2022. In the second quarter of 2022, Peoples preliminarily recorded $2.3 million of goodwill related to this acquisition. Peoples Bank entered into an Asset Purchase Agreement, dated March 7, 2022 with Vantage, at which point Vantage became a legal subsidiary of Peoples Bank. In the first nine months of 2022, Peoples preliminarily recorded $27.2 million of goodwill related to this acquisition, which was offset partially by adjustments of $1.2 million to the goodwill balance related to the Premier Merger during the measurement period. On April 1, 2021, Peoples recorded $24.7 million of goodwill related to the acquisition of NS Leasing, LLC ("NSL"). On May 4, 2021, Peoples Insurance recorded $46,000 of goodwill from the acquisition of an insurance agency. On September 17, 2021, Peoples completed the merger with Premier, for which Peoples recorded $66.9 million of goodwill. For additional information on these acquisitions, refer to "Note 13 Acquisitions."
Other Intangible Assets
Other intangible assets were comprised of the following at September 30, 2022, and at December 31, 2021:
(Dollars in thousands) | Core Deposits | Customer Relationships | Total | ||||||||||||||
September 30, 2022 | |||||||||||||||||
Gross intangibles | $ | 26,464 | $ | 25,173 | $ | 51,637 | |||||||||||
Intangibles recorded from acquisitions (a) | — | 14,067 | 14,067 | ||||||||||||||
Accumulated amortization | (20,286) | (13,795) | (34,081) | ||||||||||||||
Total acquisition-related intangibles | $ | 6,178 | $ | 25,445 | $ | 31,623 | |||||||||||
Servicing rights | 1,917 | ||||||||||||||||
Indefinite-lived intangibles (b) | 2,491 | ||||||||||||||||
Total other intangibles | $ | 36,031 | |||||||||||||||
December 31, 2021 | |||||||||||||||||
Gross intangibles | $ | 22,233 | $ | 12,495 | $ | 34,728 | |||||||||||
Intangibles recorded from acquisitions (c) | 4,233 | 13,014 | 17,247 | ||||||||||||||
Accumulated amortization | (19,048) | (9,603) | (28,651) | ||||||||||||||
Total acquisition-related intangibles | $ | 7,418 | $ | 15,906 | $ | 23,324 | |||||||||||
Servicing rights | 2,218 | ||||||||||||||||
Indefinite-lived intangibles (d) | 1,274 | ||||||||||||||||
Total other intangibles | $ | 26,816 | |||||||||||||||
(a) Customer relationship intangible assets included $1.2 million of non-compete intangible assets related to the Vantage acquisition and
$0.1 million of non-compete intangible assets related to the Elite acquisition.
(b) Included $1.2 million of trade name intangible assets related to the Vantage acquisition and $1.3 million of trade name
intangible assets related to the NSL acquisition.
(c) Customer relationship intangible assets consisted of $0.3 million of non-compete intangible assets related to the NSL acquisition.
(d) Included $1.3 million of trade name intangible assets related to the NSL acquisition.
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Other intangible assets preliminarily recorded for the nine months ended September 30, 2022 included $10.8 million of customer relationship intangible assets, and $1.2 million of non-compete intangible assets related to the Vantage acquisition. Peoples also recorded $2.0 million of customer relationship intangible assets and $0.1 million of non-compete intangible assets related to the acquisition of Elite.
Other intangible assets recorded in 2021 included $12.7 million of customer relationship intangible assets related to the NSL acquisition, $4.2 million of core deposit intangible assets related to the Premier merger, and $0.3 million of non-compete intangible assets, and $1.3 million of trade name intangible assets, both related to the NSL acquisition. Refer to "Note 13 Acquisitions" for additional information.
The following table details estimated aggregate future amortization of other intangible assets at September 30, 2022:
(Dollars in thousands) | Core Deposits | Customer Relationships | Total | |||||||||||||||||
Remaining three months of 2022 | $ | 382 | $ | 1,617 | $ | 1,999 | ||||||||||||||
2023 | 1,257 | 6,269 | 7,526 | |||||||||||||||||
2024 | 1,058 | 5,325 | 6,383 | |||||||||||||||||
2025 | 891 | 4,255 | 5,146 | |||||||||||||||||
2026 | 731 | 3,114 | 3,845 | |||||||||||||||||
Thereafter | 1,859 | 4,865 | 6,724 | |||||||||||||||||
Total | $ | 6,178 | $ | 25,445 | $ | 31,623 |
The weighted average amortization period of other intangible assets is 9.8 years.
Servicing Rights
The following is an analysis of activity of servicing rights for the periods ended September 30, 2022 and December 31, 2021:
(Dollars in thousands) | September 30, 2022 | December 31, 2021 | |||||||||
Balance, beginning of year | $ | 2,218 | $ | 2,486 | |||||||
Amortization | (460) | (775) | |||||||||
Servicing rights originated | 153 | 519 | |||||||||
Change in valuation allowance | 6 | (12) | |||||||||
Balance, end of period | $ | 1,917 | $ | 2,218 |
Peoples accounts for its servicing rights under the amortization method, recognizing a valuation allowance when amortized cost exceeds fair value. As of September 30, 2022, Peoples recorded a reduction to the valuation allowance of $6,000 related to changes in the fair value of servicing rights. During 2021, Peoples had recorded a valuation allowance of $12,000 related to the decrease in the fair value of servicing rights.
The following is the breakdown of the discount rates and prepayment speeds of servicing rights for the periods ended September 30, 2022 and December 31, 2021:
September 30, 2022 | December 31, 2021 | ||||||||||||||||
Minimum | Maximum | Minimum | Maximum | ||||||||||||||
Discount rates | 11.3 | % | 13.8 | % | 8.3 | % | 10.8 | % | |||||||||
Prepayment speeds | 7.7 | % | 20.0 | % | 8.9 | % | 27.1 | % |
The fair value of servicing rights was $3.5 million and $2.6 million at September 30, 2022 and December 31, 2021, respectively.
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Note 6 Deposits
Peoples’ deposit balances were comprised of the following:
(Dollars in thousands) | September 30, 2022 | December 31, 2021 | ||||||
Retail CDs: | ||||||||
$100 or more | $ | 269,145 | $ | 320,574 | ||||
Less than $100 | 275,596 | 323,185 | ||||||
Retail CDs | 544,741 | 643,759 | ||||||
Interest-bearing deposit accounts | 1,162,012 | 1,167,460 | ||||||
Savings accounts | 1,077,383 | 1,036,738 | ||||||
Money market deposit accounts | 624,708 | 651,169 | ||||||
Governmental deposit accounts | 734,734 | 617,259 | ||||||
Brokered deposit accounts (a) | 86,089 | 104,745 | ||||||
Total interest-bearing deposits | 4,229,667 | 4,221,130 | ||||||
Non-interest-bearing deposits | $ | 1,635,953 | 1,641,422 | |||||
Total deposits | $ | 5,865,620 | $ | 5,862,552 |
(a) Brokered deposit accounts include $85.0 million of brokered demand deposits.
Time deposits that met or exceeded the Federal Deposit Insurance Corporation ("FDIC") limit of $250,000 were $116.4 million and $121.3 million at September 30, 2022 and December 31, 2021, respectively.
The contractual maturities of retail CDs, brokered CDs and demand deposits for each of the next five years, including the remainder of 2022, and thereafter are as follows:
(Dollars in thousands) | Retail | Brokered | Total | ||||||||
Remaining three months ending December 31, 2022 (a) | $ | 114,371 | $ | 85,595 | $ | 199,966 | |||||
Year ending December 31, 2023 | 258,615 | 494 | 259,109 | ||||||||
Year ending December 31, 2024 | 98,555 | — | 98,555 | ||||||||
Year ending December 31, 2025 | 29,032 | — | 29,032 | ||||||||
Year ending December 31, 2026 | 23,328 | — | 23,328 | ||||||||
Thereafter | 20,840 | — | 20,840 | ||||||||
Total CDs | $ | 544,741 | $ | 86,089 | $ | 630,830 |
(a) Brokered deposit accounts include $85.0 million of brokered demand deposits.
At September 30, 2022, Peoples had thirteen effective interest rate swaps, with an aggregate notional value of $125.0 million, of which $85.0 million were funded by brokered demand and savings deposits. Brokered demand deposits hedged by interest rate swaps are expected to be extended every 90 days through the maturity dates of the swaps. Additional information regarding Peoples' interest rate swaps can be found in "Note 10 Derivative Financial Instruments."
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Note 7 Stockholders’ Equity
The following table details the progression in Peoples’ common shares and treasury stock during the nine months ended September 30, 2022:
Common Shares | Treasury Stock | |||||||
Shares at December 31, 2021 | 29,814,401 | 1,577,359 | ||||||
Changes related to stock-based compensation awards: | ||||||||
Release of restricted common shares | — | 39,445 | ||||||
Cancellation of restricted common shares | — | 3,647 | ||||||
Grant of restricted common shares | — | (213,065) | ||||||
Grant of unrestricted common shares | — | (1,500) | ||||||
Changes related to deferred compensation plan for Boards of Directors: | ||||||||
Purchase of treasury stock | — | 13,167 | ||||||
Disbursed out of treasury stock | — | (3,039) | ||||||
Common shares repurchased under share repurchase program | — | 254,519 | ||||||
Common shares issued under dividend reinvestment plan | 31,394 | — | ||||||
Common shares issued under compensation plan for Boards of Directors | — | (13,127) | ||||||
Common shares issued under employee stock purchase plan | — | (18,832) | ||||||
Shares at September 30, 2022 | 29,845,795 | 1,638,574 |
On January 28, 2021, Peoples' Board of Directors approved a share repurchase program authorizing Peoples to purchase up to an aggregate of $30.0 million of Peoples' outstanding common shares. At September 30, 2022, Peoples had repurchased 254,519 common shares totaling $7.2 million under the share repurchase program.
Under Peoples' 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 September 30, 2022, Peoples had no preferred shares issued or outstanding.
On October 24, 2022, Peoples' Board of Directors declared a quarterly cash dividend of $0.38 per common share, payable on November 21, 2022, to shareholders of record on November 7, 2022. The following table details the cash dividends declared per common share during the four quarters of 2022 and the comparable periods of 2021:
2022 | 2021 | |||||||
First quarter | $ | 0.36 | $ | 0.35 | ||||
Second quarter | 0.38 | 0.36 | ||||||
Third quarter | 0.38 | 0.36 | ||||||
Fourth quarter | 0.38 | 0.36 | ||||||
Total dividends declared | $ | 1.50 | $ | 1.43 |
Accumulated Other Comprehensive (Loss) Income
The following table details the change in the components of Peoples’ accumulated other comprehensive (loss) income for the nine months ended September 30, 2022:
(Dollars in thousands) | Unrealized Loss on Securities | Unrecognized Net Pension and Postretirement Costs | Unrealized (Loss) Gain on Cash Flow Hedge | Accumulated Other Comprehensive (Loss) Income | ||||||||||
Balance, December 31, 2021 | $ | (5,946) | $ | (1,881) | $ | (3,792) | $ | (11,619) | ||||||
Reclassification adjustments to net income: | ||||||||||||||
Realized gain on sale of securities, net of tax | (82) | — | — | (82) | ||||||||||
Realized gain due to settlement and curtailment, net of tax | — | 107 | — | 107 | ||||||||||
Other comprehensive (loss) income, net of reclassifications and tax | (132,025) | 249 | 8,447 | (123,329) | ||||||||||
Balance, September 30, 2022 | $ | (138,053) | $ | (1,525) | $ | 4,655 | $ | (134,923) |
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Note 8 Employee Benefit Plans
Peoples sponsors a noncontributory defined benefit pension plan that covers substantially all employees hired before January 1, 2010. The plan provides retirement benefits based on an employee’s years of service and compensation. For employees hired before January 1, 2003, the amount of postretirement benefit is based on the employee’s average monthly compensation over the highest 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. Effective July 1, 2013, a participant in the pension plan who is employed by Peoples may elect to receive or to commence receiving such person's retirement benefits as of the later of such person's normal retirement date or the first day of the month first following the date such person makes an election to receive his or her retirement benefits.
Peoples also provides post-retirement health and life insurance benefits to certain former employees and directors. Only those individuals who retired before January 27, 2012 were eligible for life insurance benefits. As of January 1, 2011, all retirees who desire to participate in the Peoples Bank medical plan do so by electing COBRA, which provides up to 18 months of coverage; retirees over the age of 65 also have the option to pay to participate in a group Medicare supplemental plan. Peoples only pays 100% of the cost of health benefits for those individuals who retired before January 1, 1993. For all others, the retiree is responsible for most, if not all, of the cost of the health benefits. Peoples’ policy is to fund the cost of the benefits as they arise.
The expected long-term rate of return on plan assets, which was determined as of January 1, 2022, is 7.0%. The following table details the components of the net periodic cost for the noncontributory defined benefit pension plan described above, which is included in salaries and employee benefit costs on the Unaudited Consolidated Statements of Operations:
Pension Benefits | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
(Dollars in thousands) | 2022 | 2021 | 2022 | 2021 | |||||||||||||
Interest cost | $ | 65 | $ | 60 | $ | 197 | $ | 194 | |||||||||
Expected return on plan assets | (168) | (143) | (504) | (492) | |||||||||||||
Amortization of net loss | 21 | 21 | 61 | 84 | |||||||||||||
Settlement of benefit obligation | 139 | 143 | 139 | 143 | |||||||||||||
Net periodic income (loss) | $ | 57 | $ | 81 | $ | (107) | $ | (71) |
Under US GAAP, Peoples is required to recognize a settlement gain or loss when the aggregate amount of lump-sum distributions to participants equals or exceeds the sum of the service and interest cost components of the net periodic pension cost. The amount of settlement gain or loss recognized is the pro rata amount of the unrealized gain or loss existing immediately prior to the settlement. In general, both the projected benefit obligation and the fair value of plan assets are required to be remeasured in order to determine the settlement gain or loss.
Peoples recorded settlement charges under the noncontributory defined benefit pension plan of $139,000 during the three and nine months ended September 30, 2022 and $143,000 during the three and nine months ended September 30, 2021.
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Note 9 Earnings Per Common Share
The calculations of basic and diluted earnings (loss) per common share were as follows:
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
(Dollars in thousands, except per common share data) | 2022 | 2021 | 2022 | 2021 | |||||||||||||
Net income (loss) available to common shareholders | $ | 25,978 | $ | (5,758) | $ | 74,443 | $ | 19,808 | |||||||||
Less: Dividends paid on unvested common shares | (102) | (79) | (252) | (214) | |||||||||||||
Add: Undistributed (loss) earnings allocated to unvested common shares | (24) | 21 | (65) | 2 | |||||||||||||
Net earnings (loss) allocated to common shareholders | $ | 25,852 | $ | (5,816) | $ | 74,126 | $ | 19,596 | |||||||||
Weighted-average common shares outstanding | 27,865,416 | 20,640,519 | 27,929,720 | 19,751,853 | |||||||||||||
Effect of potentially dilutive common shares | 107,839 | 148,752 | 79,543 | 138,819 | |||||||||||||
Total weighted-average diluted common shares outstanding | 27,973,255 | 20,789,271 | 28,009,263 | 19,890,672 | |||||||||||||
Earnings (loss) per common share: | |||||||||||||||||
Basic | $ | 0.93 | $ | (0.28) | $ | 2.65 | $ | 0.99 | |||||||||
Diluted | $ | 0.92 | $ | (0.28) | $ | 2.65 | $ | 0.99 | |||||||||
Anti-dilutive common shares excluded from calculation: | |||||||||||||||||
Restricted common shares | 1,832 | — | — | — |
Note 10 Derivative Financial Instruments
Peoples utilizes interest rate swap agreements as part of its asset/liability management strategy to help manage its interest rate risk position. The notional amount of the interest rate swaps does not represent amounts exchanged by the parties. The amount exchanged is determined by reference to the notional amount and the other terms of the individual interest rate swap agreements. The fair value of derivative financial instruments is included in the "Other assets" and the "Accrued expenses and other liabilities" lines in the accompanying Unaudited Consolidated Balance Sheets, while cash activity related to these derivative financial instruments is included in the activity in "Net cash provided by operating activities" in the Unaudited Condensed Consolidated Statements of Cash Flows.
Derivative Financial Instruments and Hedging Activities - Risk Management Objective of Using Derivative Financial Instruments
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. Peoples also manages interest rate risk 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 values 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 derivative financial instruments 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.
Cash Flow Hedges of Interest Rate Risk
Peoples' objectives in using interest rate derivative financial instruments 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. At September 30, 2022, Peoples had entered into thirteen interest rate swap contracts with an aggregate notional value of $125.0 million. 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 interest received on the floating rate component is intended to offset the interest paid on rolling three-month brokered CDs and 90-day FHLB Advances, which will continue to be rolled through the life of the swaps. At September 30, 2022, the interest rate swaps were designated as cash flow hedges of $85.0 million in brokered demand deposits, which are expected to be extended every 90 days
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through the maturity dates of the swaps. The remaining $40.0 million of interest rate swaps were designated as cash flow hedges of 90-day FHLB Advances.
For derivative financial instruments designated as cash flow hedges, the effective and ineffective portions of changes in the fair value of each derivative financial instrument is reported in accumulated other comprehensive (loss) income ("AOCI") (outside of earnings), net of tax, and are reclassified to interest expense as interest payments are made or received on Peoples' variable-rate liabilities. Peoples assesses the effectiveness of each hedging relationship by comparing the changes in cash flows of the hedging derivative financial instrument with the changes in cash flows of the designated hedged transaction. The reset dates and the payment dates on the 90-day advances or brokered CDs are matched to the reset dates and payment dates on the receipt of the three-month LIBOR floating portion of the swaps to ensure effectiveness of the cash flow hedge. During the three months ended September 30, 2022, and 2021, Peoples had recorded reclassifications of losses to earnings of $0.2 million and $0.8 million, respectively. For the nine months ended September 30, 2022 and 2021, Peoples recorded reclassifications of losses to earnings of $1.3 million and $2.3 million, respectively. During the next twelve months, Peoples estimates that $1.2 million of AOCI will be reclassified as a reduction to interest expense.
The following table summarizes information about the interest rate swaps designated as cash flow hedges:
(Dollars in thousands) | September 30, 2022 | December 31, 2021 | ||||||
Notional amount | $ | 125,000 | $ | 125,000 | ||||
Weighted average pay rates | 2.26 | % | 2.26 | % | ||||
Weighted average receive rates | 4.16 | % | 1.10 | % | ||||
Weighted average maturity | 2.8 years | 3.6 years | ||||||
Pre-tax unrealized gains (losses) included in AOCI | $ | 6,068 | $ | (4,879) |
The following table presents net gains recorded in AOCI and in the Unaudited Consolidated Statements of Operations related to the cash flow hedges:
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
(Dollars in thousands) | 2022 | 2021 | 2022 | 2021 | |||||||||||||
Amount of net gains recognized in AOCI, pre-tax | $ | (3,388) | $ | (858) | $ | (10,948) | $ | (4,800) | |||||||||
The following table reflects the cash flow hedges, which are included in the Unaudited Consolidated Balance Sheets at fair value:
September 30, 2022 | December 31, 2021 | ||||||||||||||||
(Dollars in thousands) | Notional Amount | Fair Value | Notional Amount | Fair Value | |||||||||||||
Included in "Other assets": | |||||||||||||||||
Interest rate swaps related to debt | $ | 125,000 | $ | 5,934 | $ | — | $ | — | |||||||||
Included in "Accrued expenses and other liabilities": | |||||||||||||||||
Interest rate swaps related to debt | $ | — | $ | — | $ | 125,000 | $ | 5,020 | |||||||||
Non-Designated Hedges
Peoples maintains an interest rate protection program for commercial loan customers, which was established in 2010. Under this program, Peoples originates variable rate loans with interest rate swaps, where the customer enters into an interest rate swap with Peoples on terms that match the terms of the loan. By entering into the interest rate swap with the customer, Peoples Bank effectively provides the customer with a fixed rate loan while creating a variable rate asset for Peoples Bank. Peoples Bank offsets its exposure in the swap 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 financial instrument. These interest rate swaps did not have a material impact on Peoples' results of operations or financial condition at or for the three and nine months ended September 30, 2022 and as of or for the year ended December 31, 2021.
The following table reflects the non-designated hedges, which are included in the Unaudited Consolidated Balance Sheets at fair value:
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September 30, 2022 | December 31, 2021 | ||||||||||||||||
(Dollars in thousands) | Notional Amount | Fair Value | Notional Amount | Fair Value | |||||||||||||
Included in "Other assets": | |||||||||||||||||
Interest rate swaps related to commercial loans | $ | 414,192 | $ | 31,234 | $ | 419,733 | $ | 12,163 | |||||||||
Included in "Accrued expenses and other liabilities": | |||||||||||||||||
Interest rate swaps related to commercial loans | $ | 414,192 | $ | 31,234 | $ | 419,733 | $ | 12,163 | |||||||||
Pledged Collateral
Peoples pledges or receives collateral for all interest rate swaps. When the fair value of Peoples' interest rate swaps is in a net liability position, Peoples must pledge collateral, and, when the fair value of Peoples' interest rate swaps is in a net asset position, the respective counterparties must pledge collateral. At September 30, 2022 and December 31, 2021, Peoples had no cash pledged, while counterparties had $22.0 million of cash pledged at September 30, 2022 and none pledged at December 31, 2021. Peoples had no pledged investment securities and $28.1 million in pledged investment securities at September 30, 2022 and December 31, 2021, respectively, while the counterparties had pledged $3.2 million at September 30, 2022 and none at December 31, 2021.
Note 11 Stock-Based Compensation
Under the Peoples Bancorp Inc. Third Amended and Restated 2006 Equity Plan (the "2006 Equity Plan"), Peoples may grant, among other awards, nonqualified stock options, incentive stock options, restricted common share awards, stock appreciation rights, performance units and unrestricted common share awards to employees and non-employee directors. The total number of common shares available under the 2006 Equity Plan is 891,340. The maximum number of common shares that can be issued for incentive stock options is 500,000 common shares. Since February 2009, Peoples has granted restricted common shares to employees, and periodically to non-employee directors, subject to the terms and conditions prescribed by the 2006 Equity Plan. Additionally, in 2021, Peoples granted unrestricted common shares to non-employee directors (in addition to their directors' fees paid in common shares). 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.
Restricted Common Shares
Under the 2006 Equity Plan, Peoples may award restricted common shares to officers, key employees and non-employee directors. In general, the restrictions on the restricted common shares awarded to employees expire after periods ranging from to five years. Since 2018, common shares awarded to non-employee directors have vested immediately upon grant with no restrictions. In the first nine months of 2022, Peoples granted an aggregate of 154,645 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.
The following table summarizes the changes to Peoples’ restricted common shares for the nine months ended September 30, 2022:
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, 2022 | 88,922 | $ | 25.44 | 247,346 | $ | 32.19 | |||||||||||
Awarded | 58,420 | 30.94 | 154,645 | 32.21 | |||||||||||||
Released | (12,424) | 32.37 | (100,664) | 32.20 | |||||||||||||
Forfeited | — | — | (3,647) | 32.17 | |||||||||||||
Outstanding at September 30, 2022 | 134,918 | $ | 27.18 | 297,680 | $ | 32.20 |
For the nine months ended September 30, 2022, the total intrinsic value for restricted common shares released was $3.7 million compared to $2.6 million for the nine months ended September 30, 2021.
Stock-Based Compensation
Peoples recognizes stock-based compensation, which is included as a component of Peoples’ salaries and employee benefit costs, for restricted and unrestricted common shares, as well as purchases made by participants in the employee stock purchase plan. For restricted common shares, Peoples recognizes stock-based compensation based on the estimated fair value of the awards expected to vest on the grant date. The estimated fair value is then expensed over the vesting period, which is normally three years. For
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performance unit awards, Peoples recognizes stock-based compensation over the performance period, based on the portion of the awards that was expected to vest based on the expected level of achievement of the two performance goals. Peoples also has an employee stock purchase plan whereby employees can purchase Peoples' common shares at a discount of 15%. The following table summarizes the amount of stock-based compensation expense and related tax benefit recognized for each period:
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
(Dollars in thousands) | 2022 | 2021 | 2022 | 2021 | |||||||||||||
Employee stock-based compensation expense: | |||||||||||||||||
Stock grant expense | $ | 780 | $ | 597 | $ | 2,933 | $ | 2,381 | |||||||||
Employee stock purchase plan expense | 2 | 21 | 54 | 55 | |||||||||||||
Total employee stock-based compensation expense | 782 | 618 | $ | 2,987 | $ | 2,436 | |||||||||||
Non-employee director stock-based compensation expense | 127 | 60 | $ | 378 | $ | 310 | |||||||||||
Total stock-based compensation expense | 909 | 678 | $ | 3,365 | $ | 2,746 | |||||||||||
Recognized tax benefit | (195) | (151) | (721) | (612) | |||||||||||||
Net stock-based compensation expense | $ | 714 | $ | 527 | $ | 2,644 | $ | 2,134 |
Restricted common shares were the primary form of stock-based compensation awards granted by Peoples in the nine months ended September 30, 2022 and 2021. The fair value of restricted common share awards on the grant date is the market price of Peoples' common shares on that date. Total unrecognized stock-based compensation expense related to unvested restricted common share awards was $4.8 million at September 30, 2022, which will be recognized over a weighted-average period of 2.1 years.
Note 12 Revenue
The following table details Peoples' revenue from contracts with customers:
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
(Dollars in thousands) | 2022 | 2021 | 2022 | 2021 | |||||||||||||
Insurance income: | |||||||||||||||||
Commission and fees from sale of insurance policies (a) | $ | 3,465 | $ | 3,231 | $ | 10,323 | $ | 9,603 | |||||||||
Fees related to third-party administration services (a) | 88 | 76 | 252 | 276 | |||||||||||||
Performance-based commissions (b) | 65 | 60 | 1,420 | 2,044 | |||||||||||||
Trust and investment income (a) | 3,954 | 4,158 | 12,476 | 12,223 | |||||||||||||
Electronic banking income: | |||||||||||||||||
Interchange income (a) | 4,150 | 3,280 | 12,564 | 9,930 | |||||||||||||
Promotional and usage income (a) | 1,111 | 1,046 | 3,369 | 2,725 | |||||||||||||
Deposit account service charges: | |||||||||||||||||
Ongoing maintenance fees for deposit accounts (a) | 1,353 | 933 | 3,971 | 2,597 | |||||||||||||
Transaction-based fees (b) | 2,480 | 1,616 | 6,846 | 3,981 | |||||||||||||
Commercial loan swap fees (b) | 224 | 73 | 662 | 194 | |||||||||||||
Other non-interest income transaction-based fees (b) | 255 | 207 | 826 | 601 | |||||||||||||
Total revenue from contracts with customers | $ | 17,145 | $ | 14,680 | $ | 52,709 | $ | 44,174 | |||||||||
Timing of revenue recognition: | |||||||||||||||||
Services transferred over time | $ | 14,121 | $ | 12,724 | $ | 42,955 | $ | 37,354 | |||||||||
Services transferred at a point in time | 3,024 | 1,956 | 9,754 | 6,820 | |||||||||||||
Total revenue from contracts with customers | $ | 17,145 | $ | 14,680 | $ | 52,709 | $ | 44,174 |
(a) Services transferred over time.
(b) Services transferred at a point in time.
Peoples records contract assets for income that has been recognized over a period of time for fulfillment of performance obligations, but has not yet been received related to electronic banking income and certain insurance income. This income typically relates to bonuses for which Peoples is eligible, but will not receive until a certain time in the future. 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
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performance obligations are fulfilled, which is over the insurance policy period. Peoples also records contract liabilities for bonuses received related to electronic banking income, 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 related to electronic banking income.
The following table details the changes in Peoples' contract assets and contract liabilities for the nine-month period ended September 30, 2022:
Contract Assets | Contract Liabilities | |||||||
(Dollars in thousands) | ||||||||
Balance, January 1, 2022 | $ | 743 | $ | 4,811 | ||||
Additional income receivable | 159 | — | ||||||
Additional deferred income | — | 487 | ||||||
Recognition of income previously deferred | — | (95) | ||||||
Balance, September 30, 2022 | $ | 902 | $ | 5,203 |
Note 13 Acquisitions
Elite Agency, Inc
On April 1, 2022, Peoples Insurance acquired substantially all of the assets and rights of an insurance agency with five locations in eastern Kentucky and certain rights to related customer accounts, which were previously developed and maintained by Elite, pursuant to an Asset Purchase Agreement between Peoples Insurance and Elite. Total consideration for this transaction was $3.8 million. Peoples recognized preliminary intangibles of $2.1 million, primarily comprised of a customer relationship intangible.
Vantage Financial, LLC
On March 7, 2022, Peoples Bank purchased 100% of the equity of Vantage, a nationwide provider of equipment financing headquartered in Excelsior, Minnesota. Peoples Bank acquired assets comprising Vantage's lease business, including $154.9 million in leases and certain third-party debt in the amount of $106.9 million. Under the terms of the agreement, Peoples Bank paid cash consideration of $54.0 million, and also repaid $28.9 million in recourse debt on behalf of Vantage, for total consideration of $82.9 million. Vantage offers mid-ticket equipment leases, primarily for business essential information technology equipment across a wide-array of industries.
Peoples recorded acquisition-related expenses during the three and nine months ended September 30, 2022 of $120,000 and $1.6 million related to the Vantage acquisition, respectively. For the nine months ended September 30, 2022, the Vantage acquisition-related expenses included $1.3 million in professional fees.
The following table provides the preliminary purchase price calculation as of the date of the acquisition of Vantage, and the assets acquired and liabilities assumed at their estimated fair values, and the amounts are subject to adjustment for up to one year after March 7, 2022. Valuations subject to change include leases, other intangible assets and borrowings.
(Dollars in thousands) | Fair Value | ||||
Total purchase price | $ | 82,893 | |||
Net assets at fair value | |||||
Assets | |||||
Cash and due from banks | $ | 1,444 | |||
Leases | 155,726 | ||||
Allowance for credit losses (on PCD leases) | (801) | ||||
Net Leases | 154,925 | ||||
Bank premises and equipment | 116 | ||||
Other intangible assets | 13,207 | ||||
Other assets | 1,506 | ||||
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(Dollars in thousands) | Fair Value | ||||
Total assets | $ | 171,198 | |||
Liabilities | |||||
Borrowings | $ | 106,919 | |||
Accrued expenses and other liabilities | 8,550 | ||||
Total liabilities | $ | 115,469 | |||
Net assets | $ | 55,729 | |||
Goodwill | $ | 27,164 |
The goodwill recorded in connection with the Vantage acquisition is related to expected synergies to be gained from the combination of Vantage with Peoples' operations. The employees retained from the Vantage acquisition should allow Peoples to continue to grow the lease portfolio, along with Peoples' resources, and should benefit Peoples in future periods. During Peoples' evaluation of intangible assets, it was determined that an assembled workforce intangible asset was not separately recognizable and was included in goodwill.
The estimated fair values presented in the above table reflect additional information that was obtained during the three months ended September 30, 2022, which resulted in changes to certain fair value estimates made as of the date of acquisition. Adjustments to acquisition date estimated fair values are recorded during the period in which they occur and, as a result, previously recorded results have changed. The below table reflects the changes in the estimated fair value as they impact goodwill at September 30, 2022:
(Dollars in thousands) | Change in fair value | ||||
Net assets | |||||
Leases | $ | (2,215) | |||
Allowance for credit losses (on PCD leases) | (377) | ||||
Net leases | $ | (2,592) | |||
Change in total assets | $ | (2,592) | |||
Borrowings | (170) | ||||
Change in total liabilities | $ | (170) | |||
Change in net assets | $ | (2,422) | |||
Change in goodwill | $ | 2,422 |
The following table details the fair value adjustment for acquired purchased credit deteriorated leases as of the acquisition date:
(Dollars in thousands) | Par Value | Allowance for Credit Losses | Non-Credit Premium | Fair Value | ||||||||||
Purchased credit deteriorated leases | ||||||||||||||
Leases | $ | 3,412 | $ | (801) | $ | 1,120 | $ | 3,731 | ||||||
Fair value | $ | 3,412 | $ | (801) | $ | 1,120 | $ | 3,731 | ||||||
Premier Financial Bancorp, Inc.
On September 17, 2021, Peoples completed its merger with Premier. Premier merged into Peoples, and Premier’s wholly-owned subsidiaries, Premier Bank, Inc., and Citizens Deposit Bank and Trust, Inc., which combined operated 48 branches in Kentucky, Maryland, Ohio, Virginia, West Virginia and Washington, D.C., merged into Peoples’ wholly-owned subsidiary, Peoples Bank. As consideration, Premier shareholders were paid 0.58 common shares of Peoples for each full share of Premier that was owned at the acquisition date, resulting in the issuance of 8,589,685 common shares by Peoples, or $261.9 million in total consideration. Peoples accounted for this transaction as a business combination under the acquisition method. Peoples completed the merger in an effort to diversify and expand its franchise, and further enhance its size and scale. Peoples believes the growth potential, and attractive market areas will benefit its future financial performance.
Peoples recorded acquisition-related expenses related to the Premier merger during the three and nine months ended September 30, 2022 of $18,000 and $445,000.
The following table provides the purchase price calculation as of the date of the merger with Premier, and the assets acquired and liabilities assumed at their estimated fair values.
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(Dollars in thousands) | Unpaid Principal Balance | Fair Value | ||||||
Premier common shares | 14,811,200 | |||||||
Number of common shares of Peoples issued for each common share of Premier | 0.58 | |||||||
Price per Peoples common share, based at closing date | $ | 30.49 | ||||||
Common share consideration | 261,899 | |||||||
Cash paid in lieu of fractional common shares | 25 | |||||||
Total consideration | $ | 261,924 | ||||||
Net assets at fair value | ||||||||
Assets | ||||||||
Cash and due from banks | $ | 248,360 | ||||||
Interest-bearing deposits in other banks | 1,025 | |||||||
Total cash and cash equivalents | 249,385 | |||||||
Available-for-sale investment securities | 551,953 | |||||||
Other investment securities | 4,159 | |||||||
Total investment securities | 556,112 | |||||||
Loans and leases: | ||||||||
Construction | 97,262 | 96,025 | ||||||
Commercial real estate, other | 544,950 | 534,869 | ||||||
Commercial and industrial | 132,293 | 131,979 | ||||||
Residential real estate | 332,269 | 331,544 | ||||||
Home equity lines of credit | 46,969 | 45,910 | ||||||
Consumer | 20,961 | 21,513 | ||||||
Total loans and leases | 1,174,704 | 1,161,840 | ||||||
Allowance for credit losses (on PCD loans) | (15,513) | |||||||
Net loans and leases | 1,146,327 | |||||||
Bank premises and equipment | 30,098 | |||||||
Other intangible assets | 4,233 | |||||||
OREO | 11,081 | |||||||
Other assets | 26,982 | |||||||
Total assets | $ | 2,024,218 | ||||||
Liabilities | ||||||||
Deposits: | ||||||||
Non-interest-bearing | $ | 733,157 | ||||||
Interest-bearing | 1,018,387 | |||||||
Total deposits | 1,751,544 | |||||||
Short-term borrowings | 63,807 | |||||||
Long-term borrowings | 6,070 | |||||||
Accrued expenses and other liabilities | 7,813 | |||||||
Total liabilities | 1,829,234 | |||||||
Net assets | 194,984 | |||||||
Goodwill | $ | 66,940 |
Loans acquired by Peoples in a business combination that have evidence of more than insignificant credit deterioration, which includes loans that Peoples believes it is probable that Peoples will be unable to collect all contractually required payments, are considered "purchased credit deteriorated" loans. Acquired purchased credit deteriorated loans are reported net of the unamortized fair value adjustment. These loans are recorded at the purchase price, and an allowance for credit losses is determined based upon discrete credit marks, along with discounted cash flow models based upon similar pools of loans, using a similar methodology as for other loans. The following table details the fair value adjustment for acquired purchased credit deteriorated loans as of the acquisition date:
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(Dollars in thousands) | Par Value | Allowance for Credit Losses | Non-Credit (Discount) Premium | Fair Value | ||||||||||
Purchased credit deteriorated loans | ||||||||||||||
Construction | $ | 20,143 | $ | (2,005) | $ | (214) | $ | 17,924 | ||||||
Commercial real estate, other | 97,193 | (9,053) | (2,123) | 86,017 | ||||||||||
Commercial and industrial | 9,948 | (3,630) | 113 | 6,431 | ||||||||||
Residential real estate | 18,349 | (696) | (251) | 17,402 | ||||||||||
Home equity lines of credit | 1,291 | (55) | (72) | 1,164 | ||||||||||
Consumer | 929 | (74) | 37 | 892 | ||||||||||
Fair value | $ | 147,853 | $ | (15,513) | $ | (2,510) | $ | 129,830 | ||||||
NS Leasing, LLC
Peoples Bank entered into an Asset Purchase Agreement, dated March 24, 2021 with NS Leasing, LLC, which is headquartered in Burlington, Vermont, and does business as “North Star Leasing”. The transaction closed after the end of business on March 31, 2021 and Peoples Bank began operating the acquired business as a division of Peoples Bank on April 1, 2021. Peoples Bank acquired assets comprising NSL’s equipment finance business and assumed from NSL certain specified liabilities for total cash consideration of $116.5 million, plus a potential earnout payment to NSL of up to $3.1 million. Peoples Bank acquired $83.3 million in leases and satisfied, on behalf of NSL, certain third-party debt in the amount of $69.1 million. NSL underwrites, originates and services equipment leases and equipment financing agreements to businesses throughout the United States. Peoples recorded goodwill in the amount of $24.7 million and other intangibles of $14.0 million, which included a customer relationship intangible, a trade-name intangible and non-compete agreements related to this transaction. Peoples also recorded and paid an earn-out provision of approximately $3.0 million. Peoples accounted for this transaction as a business combination under the acquisition method.
The recorded goodwill associated with the NSL acquisition is related to expected synergies and operational efficiencies to be gained from the combination of NSL with Peoples' operations. The employees retained from the NSL acquisition should allow Peoples to continue to grow the lease portfolio, along with Peoples' resources, and should benefit Peoples in future periods. During Peoples' evaluation of intangible assets, it was determined that an assembled workforce intangible asset was not separately recognizable and was included in goodwill.
The following table provides the purchase price calculation as of the date of acquisition for NSL and the assets acquired and liabilities assumed at their recorded fair values.
(Dollars in thousands) | |||||
Total purchase price (a) | $ | 118,846 | |||
Net assets at fair value | |||||
Assets | |||||
Cash and due from banks | $ | 216 | |||
Net loans and leases | 82,833 | ||||
Bank premises and equipment, net of accumulated depreciation | 470 | ||||
Other intangible assets | 14,009 | ||||
Other assets | 1,225 | ||||
Total assets | $ | 98,753 | |||
Liabilities | |||||
Accrued expenses and other liabilities | $ | 4,627 | |||
Total liabilities | $ | 4,627 | |||
Net assets | $ | 94,126 | |||
Goodwill | $ | 24,720 |
(a) Includes preliminary contingent consideration related to the bonus earn-out provision of $2.3 million. Peoples recorded an additional $0.7 million in non-interest expense related to an update to the estimated earn-out provision.
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Leases acquired by Peoples in a business combination that have evidence of more than insignificant credit deterioration, which includes leases that Peoples believes it is probable that Peoples will be unable to collect all contractually required payments, are considered "purchased credit deteriorated" leases. These leases are recorded at the purchase price, and an allowance for credit losses is determined using the same methodology as for other leases. Acquired purchased credit deteriorated leases are reported net of the unamortized fair value adjustment.
The following table details the fair value adjustment for acquired purchased credit deteriorated leases as of the acquisition date:
(Dollars in thousands) | NSL | ||||
Purchased credit deteriorated leases | |||||
Par value | $ | 5,248 | |||
Allowance for credit losses | (493) | ||||
Non-credit premium | 85 | ||||
Fair value | $ | 4,840 | |||
Peoples recorded acquisition-related expenses related to the NSL acquisition during the first nine months of 2022 of $90,000.
Note 14 Leases
Peoples has elected certain practical expedients, in accordance with ASC 842 - Leases ("ASC 842"). As a lessor, Peoples has made an accounting policy election to exclude from consideration in the contract, and from variable payments not included in the consideration in the contract, all sales and other similar taxes assessed. Peoples has also made an accounting policy election to account for each separate lease component of a contract and its associated non-lease components as a single lease component for all leases subject to ASC 842.
Lessor Arrangements
Leases originated by Peoples, that Peoples has the positive intent and ability to hold for the foreseeable future or to maturity or payoff, are reported at the net investment of the lease, net of initial direct costs, charge-offs and an allowance for credit losses. Peoples considers leases past due if any required principal or interest payments have not been received as of the date such payments were required to be made under the terms of the lease agreement. Upon detection of the reduced ability of a lessee to meet cash flow obligations, leases are typically charged down to the net realizable value, with the residual balance placed on nonaccrual status. Leases deemed to be uncollectable are charged against the allowance for credit losses, while recoveries of previously charged-off amounts are credited to the allowance for credit losses.
Peoples began originating leases with the acquisition of leases from NSL in the second quarter of 2021, and expanded its lease portfolio with the acquisition of Vantage in the first quarter of 2022. The leases acquired from NSL were determined to be sales-type leases, as the premise for the leases is dollar buy-out, whereby the lessee pays one dollar at maturity of the lease to purchase the equipment. Originated leases continue to be classified as sales-type leases. These leases do not typically contain residual value guarantees; however, if a lease contains a residual value guarantee, Peoples reduces its residual asset risk by obtaining a security deposit from the lessee. The leases acquired from Vantage were determined to be either sales-type or direct financing leases based primarily on whether they included a dollar buy-out or a fair market value buy-out, respectively. As a lessor, Peoples originates commercial equipment leases either directly to the customer or indirectly through vendor programs. Equipment leases consist of automotive, construction, health care, manufacturing, office, restaurant, information technology and other equipment. These leases include estimated residual value, which are assessed for impairment as part of the allowance for credit losses. Other non-interest income noted in the table below includes gain on the early termination of leases, syndicated leases, and other fees. Additional information regarding Peoples' leases can be found in "Note 4 Loans and Leases."
The table below details Peoples' lease income:
Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
(Dollars in thousands) | September 30, 2022 | September 30, 2021 | September 30, 2022 | September 30, 2021 | |||||||||||||||||||
Interest and fees on leases (a) | $ | 9,628 | $ | 4,810 | $ | 26,271 | $ | 9,025 | |||||||||||||||
Other non-interest income | 1,725 | 471 | 2,931 | 716 | |||||||||||||||||||
Total lease income | $ | 11,353 | $ | 5,281 | $ | 29,202 | $ | 9,741 |
(a)Included in "Interest and fees on loans and leases" on the Unaudited Consolidated Statements of Operations. For additional information, see "Note 4 Loans and Leases" of the Notes to the Unaudited Condensed Consolidated Financial Statements.
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The following table summarizes the net investment in leases, which is included in "Loans and leases, net of deferred costs" on the Unaudited Consolidated Balance Sheets:
(Dollars in thousands) | September 30, 2022 | ||||
Lease payments receivable, at amortized cost | $ | 331,572 | |||
Estimated residual values | 34,566 | ||||
Initial direct costs | 3,084 | ||||
Deferred revenue | (56,375) | ||||
Net investment in leases | 312,847 | ||||
Allowance for credit losses - leases | (7,890) | ||||
Net investment in leases, after allowance for credit losses | $ | 304,957 |
The following table summarizes the contractual maturities of leases:
(Dollars in thousands) | Balance | ||||
Remaining three months ending December 31, 2022 | $ | 19,853 | |||
Year ending December 31, 2023 | 76,972 | ||||
Year ending December 31, 2024 | 77,615 | ||||
Year ending December 31, 2025 | 77,524 | ||||
Year ending December 31, 2026 | 48,855 | ||||
Thereafter | 30,753 | ||||
Lease payments receivable, at amortized cost | $ | 331,572 |
Lessee Arrangements
Peoples leases certain banking facilities and equipment under various agreements with original terms providing for fixed monthly payments over periods generally ranging from to thirty years. Certain leases may include options to extend or terminate the lease. Only those renewal and termination options which Peoples is reasonably certain of exercising are included in the calculation of the lease liability. Certain leases contain rent escalation clauses calling for rent increases over the term of the lease, which are included in the calculation of the lease liability. At September 30, 2022, Peoples did not have any leases that met the criteria for finance leases. Right of Use ("ROU") assets represent the right to use an underlying asset for the lease term and lease liabilities represent an obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement or remeasurement date of a lease based on the present value of lease payments over the remaining lease term. Operating lease ROU assets include lease payments made at or before the commencement date and initial indirect costs. Operating lease ROU assets exclude lease incentives. Short-term leases of certain facilities and equipment, with lease terms of 12 months or less, are recognized on a straight-line basis over the lease term and do not have a ROU asset or lease liability.
The table below details Peoples' lease expense, which is included in "Net occupancy and equipment expense" in the Unaudited Consolidated Statements of Operations:
Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
(Dollars in thousands) | September 30, 2022 | September 30, 2021 | September 30, 2022 | September 30, 2021 | |||||||||||||||||||
Operating lease expense | $ | 630 | $ | 358 | 1,893 | 1,038 | |||||||||||||||||
Short-term lease expense | 208 | 72 | 555 | 244 | |||||||||||||||||||
Total lease expense | $ | 838 | $ | 430 | $ | 2,448 | $ | 1,282 |
Peoples utilizes an incremental borrowing rate to determine the present value of lease payments for each lease, as the lease agreements do not provide an implicit rate. The estimated incremental borrowing rate reflects a secured rate and is based on the term of the lease and the interest rate environment at the lease commencement or remeasurement date.
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The following table details the ROU assets, the lease liabilities and other information related to Peoples' operating leases at the dates shown:
(Dollars in thousands) | September 30, 2022 | December 31, 2021 | ||||||
ROU assets: | ||||||||
Other assets | $ | 7,975 | $ | 7,911 | ||||
Lease liabilities: | ||||||||
Accrued expenses and other liabilities | $ | 8,257 | $ | 8,674 | ||||
Other information: | ||||||||
Weighted-average remaining lease term | 9.0 years | 9.5 years | ||||||
Weighted-average discount rate | 2.72 | % | 2.36 | % | ||||
During the three months ended September 30, 2022 and 2021, Peoples paid cash of $0.7 million and $345,000, respectively, for operating leases. During the nine months ended September 30, 2022 and 2021, Peoples paid cash of $1.9 million and $1.0 million, respectively, for operating leases.
The following table summarizes the maturity of remaining lease liabilities:
(Dollars in thousands) | Balance | ||||
Remaining three months ending December 31, 2022 | $ | 834 | |||
Year ending December 31, 2023 | 2,066 | ||||
Year ending December 31, 2024 | 1,291 | ||||
Year ending December 31, 2025 | 833 | ||||
Year ending December 31, 2026 | 674 | ||||
Thereafter | 3,554 | ||||
Total undiscounted lease payments | $ | 9,252 | |||
Imputed interest | $ | (995) | |||
Total lease liabilities | $ | 8,257 |
Note 15 Subsequent Events
The Company has evaluated all events occurring after September 30, 2022 through November 3, 2022, the date the interim unaudited financial statements for the period ending September 30, 2022 were available to be issued, to determine whether any event required either recognition or disclosure in the financial statements.
Merger Agreement
On October 25, 2022 Peoples announced the signing of a definitive agreement and plan of merger (the "Merger Agreement") pursuant to which Peoples will acquire, in an all-stock merger, Limestone Bancorp, Inc. ("Limestone"), a bank holding company headquartered in Louisville, Kentucky, and the parent company of Limestone Bank, Inc. (“Limestone Bank”). Under the terms of the Merger Agreement, Limestone will merge with and into Peoples (the “Limestone Merger”), and Limestone Bank will subsequently merge with and into Peoples’ wholly-owned subsidiary, Peoples Bank, in a transaction valued at approximately $208.2 million. As of September 30, 2022, Limestone had, on a consolidated basis, $1.5 billion in total assets, which included $1.1 billion in total net loans, as well as $1.2 billion in total deposits.
According to the terms of the Merger Agreement, which has been unanimously approved by the Boards of Directors of both companies, shareholders of Limestone will receive 0.90 common shares of Peoples for each share of Limestone common stock, and the Merger is expected to qualify as a tax-free reorganization for Limestone shareholders.
The Merger is expected to close during the second quarter of 2023, subject to the satisfaction of customary closing conditions, including regulatory approvals and the approval of the shareholders of Peoples and of Limestone.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management’s Discussion and Analysis (“MD&A”) represents an overview of the results of operations and financial condition of Peoples for the nine months ended September 30, 2022 and September 30, 2021. This MD&A should be read in conjunction with the Unaudited Condensed Consolidated Financial Statements and the Notes thereto.
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," "will likely," "would," "should," "could," "project," "goal," "target," "potential," "seek," "intend," "continue," "remain," 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 risks and uncertainties include, but are not limited to:
(1)the ever-changing effects of the global COVID-19 pandemic - the duration, extent and severity of which are impossible to predict, including the possibility of further resurgence in the spread of COVID-19 or variants or mutations thereof - on economies (local, national and international), supply chains and financial markets, on the labor market, including the potential for a sustained reduction in labor force participation, and on Peoples' customers (including potential changes to their bank preferences and behaviors), counterparties, employees and third-party service providers, as well as the effects of various responses of governmental and nongovernmental authorities to the COVID-19 pandemic, which could adversely impact sales volumes, add volatility to the global stock markets, and increase loan delinquencies and defaults;
(2)changes in the interest rate environment due to economic conditions related to the COVID-19 pandemic or other factors and/or the fiscal and monetary policy measures undertaken by the U.S. government and the Board of Governors of the Federal Reserve System (the "Federal Reserve Board") in response to such economic conditions, which may adversely impact interest rates, the interest rate yield curve, interest margins, loan demand and interest rate sensitivity;
(3)the effects of inflationary pressures and the impact of rising interest rates on borrowers’ liquidity and ability to repay;
(4)the success, impact, and timing of the implementation of Peoples' business strategies and Peoples' ability to manage strategic initiatives, including the completion and successful integration of planned acquisitions, including the recently-completed Premier Merger, the recently-completed acquisition of Vantage and the pending Limestone Merger, and the expansion of commercial and consumer lending activities, in light of the potential impact of the COVID-19 pandemic on customers' operations and financial condition;
(5)competitive pressures among financial institutions, or from non-financial institutions, which may increase significantly, including product and pricing pressures, which can in turn impact Peoples' credit spreads, changes to third-party relationships and revenues, changes in the manner of providing services, customer acquisition and retention pressures, and Peoples' ability to attract, develop and retain qualified professionals;
(6)uncertainty regarding the nature, timing, cost, and effect of legislative or regulatory changes or actions, or deposit insurance premium levels, 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 CARES Act, and the follow-up legislation enacted as the Consolidated Appropriations Act, 2021, the American Rescue Plan Act of 2021, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, and the Basel III regulatory capital reform;
(7)the effects of easing restrictions on participants in the financial services industry;
(8)local, regional, national and international economic conditions (including the impact of potential or imposed tariffs, a U.S. withdrawal from or significant renegotiation of trade agreements, trade wars and other changes in trade regulations, and changes in the relationship of the U.S. and its global trading partners) and the impact these conditions may have on Peoples, its customers and its counterparties, and Peoples' assessment of the impact, which may be different than anticipated;
(9)Peoples may issue equity securities in connection with future acquisitions, which could cause ownership and economic dilution to Peoples' current shareholders;
(10)changes in prepayment speeds, loan originations, levels of nonperforming assets, delinquent loans, charge-offs, and customer and other counterparties' performance and creditworthiness generally, which may be less favorable than expected in light of the COVID-19 pandemic and recent inflationary pressures and adversely impact the amount of interest income generated;
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(11)Peoples may have more credit risk and higher credit losses to the extent there are loan concentrations by location or industry of borrowers or collateral;
(12)future credit quality and performance, including expectations regarding future credit losses and the allowance for credit losses;
(13)changes in accounting standards, policies, estimates or procedures may adversely affect Peoples' reported financial condition or results of operations;
(14)the impact of assumptions, estimates and inputs used within models, which may vary materially from actual outcomes, including under the CECL model;
(15)the replacement of the London Interbank Offered Rate ("LIBOR") with other reference rates which may result in increased expenses and litigation, and adversely impact the effectiveness of hedging strategies;
(16)adverse changes in the conditions and trends in the financial markets, including the impacts of the COVID-19 pandemic and recent inflationary pressures, which may adversely affect the fair value of securities within Peoples' investment portfolio, the interest rate sensitivity of Peoples' consolidated balance sheet, and the income generated by Peoples' trust and investment activities;
(17)the volatility from quarter to quarter of mortgage banking income, whether due to interest rates, demand, the fair value of mortgage loans, or other factors;
(18)Peoples' ability to receive dividends from its subsidiaries;
(19)Peoples' ability to maintain required capital levels and adequate sources of funding and liquidity;
(20)the impact of larger or similar-sized financial institutions encountering problems, which may adversely affect the banking industry and/or Peoples' business generation and retention, funding and liquidity;
(21)Peoples' ability to secure confidential information and deliver products and services 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;
(22)Peoples' ability to anticipate and respond to technological changes, and Peoples' reliance on, and the potential failure of, a number of third-party vendors to perform as expected, including Peoples' primary core banking system provider, which can impact Peoples' ability to respond to customer needs and meet competitive demands;
(23)operational issues stemming from and/or capital spending necessitated by the potential need to adapt to industry changes in information technology systems on which Peoples and its subsidiaries are highly dependent;
(24)changes in consumer spending, borrowing and saving habits, whether due to changes in retail distribution strategies, consumer preferences and behavior, changes in business and economic conditions (including as a result of the COVID-19 pandemic), legislative or regulatory initiatives (including those in response to the COVID-19 pandemic), or other factors, which may be different than anticipated;
(25)the adequacy of Peoples' internal controls and risk management program in the event of changes in strategic, reputational, market, economic, operational, cybersecurity, compliance, legal, asset/liability repricing, liquidity, credit and interest rate risks associated with Peoples' business;
(26)the impact on Peoples' businesses, personnel, facilities, or systems, of losses related to acts of fraud, theft, misappropriation or violence;
(27)the impact on Peoples' businesses, as well as on the risks described above, of various domestic or international widespread natural or other disasters, pandemics (including COVID-19), cybersecurity attacks, system failures, civil unrest, military or terrorist activities or international conflicts;
(28)the potential further deterioration of the U.S. economy due to financial, political or other shocks;
(29)the potential influence on the U.S. financial markets and economy from the effects of climate change;
(30)the impact on Peoples' businesses and operating results of any costs associated with obtaining rights in intellectual property claimed by others and adequately protecting Peoples' intellectual property;
(31)risks and uncertainties associated with Peoples' entry into new geographic markets and risks resulting from Peoples' inexperience in these new geographic markets;
(32)Peoples' ability to integrate the NSL and Vantage acquisitions, the Premier Merger, and the pending Limestone Merger, which may be unsuccessful, or may be more difficult, time-consuming or costly than expected;
(33)the risk that expected revenue synergies and cost savings from the Premier Merger or the pending Limestone Merger, may not be fully realized or realized within the expected time frame;
(34)changes in laws or regulations imposed by Peoples' regulators impacting Peoples' capital actions, including dividend payments and share repurchases;
(35)the effect of a fall in stock market prices on the asset and wealth management business;
(36)Peoples' continued ability to grow deposits; and
(37)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' 2021 Form 10-K, under the heading "ITEM 1A. RISK FACTORS" in Part II of Peoples' Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022, and under the head "ITEM 1A. RISK FACTORS" in Part II of this Form 10-Q. Peoples encourages readers of this Form
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10-Q to understand forward-looking statements to be strategic objectives rather than absolute targets of future performance. Peoples undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the filing of this Form 10-Q or to reflect the occurrence of unanticipated events, except as required by applicable legal requirements. Copies of documents filed with the SEC are available free of charge at the SEC's website at http://www.sec.gov and/or from Peoples' website – www.peoplesbancorp.com under the “Investor Relations” section.
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.
This discussion and analysis should be read in conjunction with the Audited Consolidated Financial Statements, and Notes thereto, contained in Peoples’ 2021 Form 10-K, as well as the Unaudited Condensed Consolidated Financial Statements, Notes to the Unaudited Condensed Consolidated Financial Statements, ratios, statistics and discussions contained elsewhere in this Form 10-Q.
Business Overview
The following discussion and analysis of Peoples’ Unaudited Condensed Consolidated Financial Statements is presented to provide insight into management’s assessment of the financial condition and results of operations.
Peoples is a diversified financial services holding company that makes available a complete line of banking, trust and investment, insurance, premium financing and equipment leasing solutions through its subsidiaries. Peoples provides services through traditional offices, ATMs, mobile banking and telephone and internet-based banking. Peoples offers a complete array of insurance products through Peoples Insurance, a subsidiary of Peoples Bank. Brokerage services are offered by Peoples exclusively through an unaffiliated registered broker-dealer located at Peoples Bank's offices. Peoples Bank offers insurance premium finance lending nationwide through its Peoples Premium Finance division. Peoples also offers lease financing through its North Star Leasing division and through Vantage, a subsidiary of Peoples Bank. As of September 30, 2022, Peoples had 130 locations, including 113 full-service bank branches in Ohio, West Virginia, Kentucky, Virginia, Washington D.C. and Maryland. Peoples Bank is subject to regulation and examination primarily by the Ohio Division of Financial Institutions (the "ODFI"), the FRB of Cleveland and the FDIC. Peoples Bank must also follow the regulations promulgated by 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.
Critical Accounting Policies
The accounting and reporting policies of Peoples conform to US GAAP. 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. Note 1 of the Notes to the Unaudited Condensed Consolidated Financial Statements describes Peoples' significant accounting policies. Management has identified the accounting policies that, due to the judgments, estimates and assumptions inherent in those policies, are critical to understanding Peoples’ Unaudited Condensed Consolidated Financial Statements, and MD&A at September 30, 2022, which have been disclosed in Peoples' 2021 Form 10-K and updated in "Note 1 Summary of Significant Accounting Policies" in this Form 10-Q. This MD&A should be read in conjunction with the policies disclosed in Peoples’ 2021 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 October 25, 2022, Peoples announced the signing of a definitive agreement and plan of merger pursuant to which Peoples will acquire, in an all-stock merger, Limestone, a bank holding company headquartered in Louisville, Kentucky, and the parent company of Limestone Bank. Under the terms of the agreement and plan of merger, Limestone will merge with and into Peoples, and Limestone Bank will subsequently merge with and into Peoples’ wholly-owned subsidiary, Peoples Bank, in a transaction valued at approximately $208.2 million.
◦On April 1, 2022, Peoples Insurance acquired substantially all of the assets and rights of an insurance agency with five locations in eastern Kentucky and certain rights to related customer accounts, which were previously developed and maintained by Elite, pursuant to an Asset Purchase Agreement between Peoples Insurance and Elite. Total consideration for this transaction was $3.8 million. Peoples recognized preliminary intangibles of $2.1 million, primarily comprised of a customer relationship intangible.
◦On March 7, 2022, Peoples completed its acquisition of Vantage pursuant to an Equity Purchase Agreement, dated February 16, 2022, in which Peoples Bank purchased 100% of the equity of Vantage. Peoples Bank acquired assets comprising Vantage's lease business, including $154.9 million in leases and certain third-party debt in the amount of $107.1 million. Peoples paid total consideration of $82.9 million. Based in Excelsior, Minnesota, Vantage offers mid-ticket equipment leases
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primarily for business essential information technology equipment across a wide array of industries. Peoples recorded preliminary goodwill in the amount of $27.2 million and preliminary other intangible assets of $13.2 million, which included a customer relationship intangible, a trade-name intangible and non-compete agreements related to this transaction.
◦On September 17, 2021, Peoples completed its merger with Premier, in which Peoples acquired, in an all-stock merger, a bank holding company headquartered in Huntington, West Virginia, and the parent company of Premier Bank, Inc. (“Premier Bank”) and Citizens Deposit Bank and Trust, Inc. (“Citizens”). Under the terms and subject to the conditions of the definitive Agreement and Plan of Merger dated March 26, 2021 ("Merger Agreement"), Premier merged with and into Peoples (the “Premier Merger”), and Premier Bank and Citizens subsequently merged with and into Peoples’ wholly-owned subsidiary, Peoples Bank, in a transaction valued at $261.9 million. At the close of business on September 17, 2021, the financial services offices of each of Premier Bank and Citizens became branches of Peoples Bank. Peoples acquired $1.2 billion in loans and $1.8 billion in deposits and recorded goodwill of $66.9 million and other intangible assets of $4.2 million in connection with the Premier Merger as of September 17, 2021.
◦On May 4, 2021, Peoples Insurance acquired substantially all of the assets and rights of an insurance agency located in Pikeville, Kentucky and certain rights to related customer accounts, which were previously developed and maintained by Justice & Stamper Insurance Agency, Inc., pursuant to an Asset Purchase Agreement between Peoples Insurance and Justice & Stamper Insurance Agency, Inc. Total consideration for this transaction was $325,000, with $162,500 paid at closing and the second installment in the amount of $162,500 paid on the first anniversary of the closing date. Peoples recorded customer relationship intangible assets of $230,000 and goodwill of $46,000 related to this transaction.
◦On March 31, 2021, Peoples completed its acquisition of NSL pursuant to an Asset Purchase Agreement, dated March 24, 2021 in which Peoples Bank acquired the equipment finance and leasing business of NSL. The transaction closed after the end of business on March 31, 2021 and Peoples Bank began operating the acquired business as North Star Leasing, a division of Peoples Bank, on April 1, 2021. Peoples Bank acquired assets comprising NSL's equipment finance business, including $83.3 million in leases and satisfied, on behalf of NSL, certain third-party debt in the amount of $69.1 million. Peoples Bank paid total consideration of $116.6 million, plus an earn-out payment to NSL of up to $3.0 million. Based in Burlington, Vermont, the North Star Leasing division underwrites, originates and services equipment leases and equipment financing agreements to businesses throughout the United States. Peoples recorded goodwill in the amount of $24.7 million and other intangibles of $14.0 million, which included a customer relationship intangible, a trade-name intangible and non-compete agreements related to this transaction.
◦Peoples began originating loans during the second quarter of 2020, and continued to originate loans during the first five months of 2021 under the loan guarantee program created under the CARES Act, called the Paycheck Protection Program ("PPP"). These loans were targeted to provide small businesses with financial support to cover payroll and certain other specified types of expenses for a specified period of time. Loans made under the PPP are fully guaranteed by the Small Business Administration ("SBA"). As of September 30, 2022, Peoples had $3.7 million aggregate principal amount in PPP loans outstanding (including $1.7 million acquired in the Premier Merger), which were included in commercial and industrial loan balances, compared to $15.2 million (including $5.6 million acquired in the Premier Merger) at June 30, 2022. Peoples recognized interest income of $0.4 million for deferred loan fees/costs and $22,000 of interest income on PPP loans during the third quarter of 2022, compared to $0.6 million and $79,000, respectively, for the second quarter of 2022, and $3.1 million and $0.4 million, respectively, for the third quarter of 2021. During the first nine months of 2022, Peoples recognized interest income of $2.1 million for deferred loan fee/cost accretion and $0.3 million of interest income on PPP loans, compared to $11.2 million for deferred loan/ fee costs accretion and $2.0 million of interest income during the first nine months of 2021.
◦During the third quarter of 2022, Peoples recorded a provision for credit losses of $1.8 million, compared to a recovery of credit losses of $0.8 million in the linked quarter and a provision for credit losses of $9.0 million in the third quarter of 2021. For the first nine months of 2022, Peoples recorded a recovery of credit losses of $5.8 million compared to a provision for credit losses of $7.3 million for 2021. The release of credit losses for the first three quarters of 2022 was driven by improvements in economic forecasts, coupled with loan payoffs and sales during certain periods. For more information, please refer to the section titled "RESULTS OF OPERATIONS - Provision for (Recovery of) Credit Losses" found later in this discussion.
◦During the third quarter of 2022, Peoples incurred $0.3 million of acquisition-related expenses, compared to $0.6 million in the second quarter of 2022 and $16.2 million in the third quarter of 2021. For the first nine months of 2022, Peoples incurred $2.3 million of acquisition-related expenses compared to $20.5 million for 2021. The acquisition-related expenses in 2022 were primarily related to the Vantage acquisition, while the 2021 expenses were primarily related to the NSL acquisition and the Premier Merger.
◦In an effort to stimulate an economy that was being adversely impacted by the impacts of the COVID-19 pandemic, the Federal Reserve Board lowered the benchmark Federal Funds Target Rate in two separate actions in the first quarter of 2020 to a range of 0% - 0.25% as of March 31, 2020 and maintained this rate until March 16, 2022. The Federal Reserve Board increased the Federal Funds Target Rate range to 0.25% to 0.50% on March 16, 2022, to 0.75% to 1.00% on May 4, 2022, to 1.50% to 1.75% on June 15, 2022, to 2.25% to 2.50% on July 27, 2022, to 3.00% to 3.25% on September 21, 2022, and has stated it anticipates continuing to raise rates throughout 2022.
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The impact of these transactions and events, where material, is discussed in the applicable sections of this MD&A.
EXECUTIVE SUMMARY
Peoples reported net income of $26.0 million for the third quarter of 2022, representing earnings per diluted common share of $0.92. In comparison, Peoples recognized earnings per diluted common share of $0.88 for the second quarter of 2022, and a loss per diluted common share of $0.28 for the third quarter of 2021. Peoples recorded net income of $74.4 million, or $2.65 per diluted common share for the nine months ended September 30, 2022, compared to $19.8 million, or $0.99 per diluted common share, for the nine months ended September 30, 2021. Non-core items, and the related tax effect of each, in net income primarily included acquisition-related and COVID-related expenses. Non-core items negatively impacted earnings per diluted common share by $0.01 for the third quarter of 2022, $0.02 for the second quarter of 2022, and $0.71 for the third quarter of 2021. Non-core items negatively impacted earnings per diluted share by $0.07 and $0.98 for the nine months ended September 30, 2022 and 2021, respectively.
Net interest income was $67.1 million for the third quarter of 2022, an increase of $5.6 million, or 9%, compared to the linked quarter. Net interest margin was 4.17% for the third quarter of 2022, compared to 3.84% for the linked quarter. The increase in net interest income and net interest margin reflects the recent increases in market interest rates, which expanded loan yields and investment yields by 33 basis points and 18 basis points, respectively, when compared to the linked quarter. Net interest income for the third quarter of 2022 increased $24.5 million, or 57%, compared to the third quarter of 2021. Net interest margin increased 67 basis points compared to 3.50% for the third quarter of 2021. For the first nine months of 2022, net interest income increased $65.0 million, or 55%, compared to the first nine months of 2021, while net interest margin increased 40 basis points to 3.81%. The increases in net interest income compared to the third quarter and the first nine months of 2021 were driven by the (i) the Premier Merger and Vantage acquisition, (ii) organic growth and (iii) increases in market interest rates.
Accretion income, net of amortization expense, from acquisitions was $2.8 million for the third quarter of 2022, $3.9 million for the second quarter of 2022 and $1.0 million for the third quarter of 2021, which added 16 basis points, 25 basis points and 8 basis points, respectively, to net interest margin. The decrease in accretion income when compared to the linked quarter was driven by less loan accretion due to lower payoffs and less accretion from the Premier Merger. The increase in accretion income for the current quarter compared to the third quarter of 2021 was a result of the acquisition of Vantage and a full quarter of accretion from the Premier Merger. Accretion income, net of amortization expense, from acquisitions was $9.4 million for the nine months ended September 30, 2022, compared to $2.2 million for the nine months ended September 30, 2021, which added 20 and 6 basis points, respectively, to net interest margin. The increase in accretion income for the first nine months of 2022 compared to 2021 was a result of the Premier Merger and the acquisitions of NSL and Vantage.
The provision for credit losses was $1.8 million for the third quarter of 2022, compared to a recovery of credit losses of $0.8 million for the linked quarter and a provision for credit losses of $9.0 million for the third quarter of 2021. The provision for credit losses in the third quarter of 2022 was largely attributable to a deterioration of macro-economic conditions, partially offset by a reduction in reserves for individually analyzed loans. Net charge-offs for the third quarter of 2022 were $1.7 million, or 0.15% of average total loans annualized, compared to net charge-offs of $1.5 million, or 0.14% of average total loans annualized, for the linked quarter and net charge-offs of $1.6 million, or 0.18% of average total loans annualized, for the third quarter of 2021. For additional information on credit trends and the allowance for credit losses, see the "FINANCIAL CONDITION - Allowance for Credit Losses" section below.
The recovery of credit losses during the first nine months of 2022 was $5.8 million, compared to a provision for credit losses of $7.3 million for the first nine months of 2021. Net charge-offs for the first nine months of 2022 were $5.1 million, or 0.15% of average total loans annualized, compared to net charge-offs of $3.4 million, or 0.13% annualized, for the first nine months of 2021. The recovery of credit losses during the first nine months of 2022 was driven by improvements in economic forecasts, coupled with loan payoffs and sales during certain periods. The provision for credit losses during the first nine months of 2021 was due to recording a provision for credit losses for the Premier Merger of $11.0 million in order to establish an allowance for credit losses for non-purchase credit deteriorated loans of $10.6 million, and a liability for unfunded commitments of $0.4 million in the third quarter of 2021. Peoples also recorded a $22.3 million increase in the allowance for credit losses during the third quarter of 2021 related to the purchase credit deteriorated loans acquired from Premier.
Total non-interest income, excluding net gains and losses, for the third quarter of 2022 increased $0.8 million compared to the linked quarter. The increase in non-interest income, excluding net gains and losses, was primarily impacted by an increase in other non-interest income due to a $1.3 million increase in lease income. Also impacting the third quarter increase was an increase of $0.3 million in deposit account service charges primarily due to customer activity. Partially offsetting these increases in non-interest income, excluding net gains and losses, were declines of $0.3 million, $0.2 million, and $103,000 in trust and investment income, electronic banking income, and bank owned life insurance income, respectively. The decrease in trust and investment income was primarily due to lower market values of trust and investment assets managed. The decrease in electronic banking income was due to less customer activity than in the linked quarter. The lower bank owned life insurance income was primarily driven by $0.2 million recognized on a one-time death benefit during the linked quarter. Compared to the third quarter of 2021, non-interest income, excluding net gains and losses, increased $3.6 million. Lease income, deposit account service charges, and electronic banking income increased $1.7 million, $1.3 million, and $0.9 million, respectively. The increases in deposit account service charges and electronic banking income were primarily attributable to the acquired Premier accounts as well as increased customer activity in recent periods.
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For the first nine months of 2022, total non-interest income, excluding gains and losses, increased $9.8 million, or 19%, compared to the first nine months of 2021. The increase was driven by growth of $4.2 million, or 64%, in service charges on deposit accounts, and $3.3 million, or 26%, in electronic banking income, primarily attributable to customers added in the Premier Merger. Also contributing to the growth was a $2.9 million increase in lease income. Partially offsetting the 2022 increase when compared to the same 2021 period was a $1.6 million decline in mortgage banking income due to the increased market interest rate environment in the first nine months of 2022 and a lower volume of new loan originations.
Total non-interest expense increased $2.4 million, or 5%, for the three months ended September 30, 2022, compared to the linked quarter. The increase in total non-interest expense for the third quarter of 2022 was attributable to increases in (i) salaries and employee benefit costs, (ii) professional fees, (iii) marketing expense and (iv) data processing and software expense. Partially offsetting the increase in non-interest expenses was a decrease in electronic banking expense. The increases in non-interest expenses were primarily driven by growth as well as sales incentives and minimum wage increases at Premier in regards to salaries and employee benefit costs. Total non-interest expense in the third and second quarters of 2022 also contained non-core expenses, including acquisition-related expenses of $0.3 million and $0.6 million, respectively. Compared to the third quarter of 2021, total non-interest expense decreased $5.6 million, or 10%, primarily due to decreases in acquisition-related expenses and professional fees, due to the Premier Merger, which totaled $16.2 million for the third quarter of 2021. Partially offsetting these decreases in non-interest expense were increases in (i) salaries and employee benefit costs, (ii) net occupancy and equipment expense, (iii) data processing and software expense, (iv) amortization of other intangible assets, and (v) electronic banking expense. The increases were due to the recent growth, including through mergers and acquisitions.
For the nine months ended September 30, 2022, total non-interest expense increased $18.0 million, or 13%, compared to the first nine months of 2021. The variance was driven by increases of (i) $15.7 million in salaries and employee benefit costs, (ii) $4.5 million in net occupancy and equipment expense, (iii) $2.5 million in intangible asset amortization, (iv) $2.1 million in electronic banking expense, (v) $1.8 million in data processing and software expenses, and (vi) $1.3 million in FDIC insurance premiums. These increases were primarily due to growth over the last year, driven by mergers and acquisitions. Partially offsetting the increase in non-interest expense was a decrease in acquisition-related expenses.
The efficiency ratio for the third quarter of 2022 was 57.2%, compared to 58.8% for the linked quarter, and 94.7% for the third quarter of 2021. The change in the efficiency ratio compared to the linked quarter was primarily due to the increases in market interest rates coupled with decreases in acquisition-related expenses. The efficiency ratio, adjusted for non-core items, was 56.6% for the third quarter of 2022, compared to 58.0% for the linked quarter and 63.9% for the third quarter of 2021. The change in the efficiency ratio, adjusted for non-core items, was primarily due to the increases in interest rates coupled with decreases in acquisition-related expenses.
The efficiency ratio the nine months ended September 30, 2022 was 60.7%, compared to 78.4% for the nine months ended September 30, 2021. The efficiency ratio, adjusted for non-core items, was 59.6% for the first nine months of 2022, compared to 64.3% for the same period of 2021. The changes in the efficiency ratios were primarily due to the increases in interest income due to higher market interest rates as well as decreases in acquisition-related expenses. Peoples continues to focus on controlling expenses, while recognizing some necessary costs in order to continue growing the business.
Peoples recorded income tax expense of $7.4 million with an effective tax rate of 22.2% for the third quarter of 2022, compared to income tax expense of $6.8 million with an effective tax rate of 21.6% for the linked quarter and income tax benefit of $2.2 million with an effective tax rate of 27.4% for the third quarter of 2021. The increase in income tax expense for the third quarter of 2022, compared to the linked quarter, was due to higher pre-tax income. The increase in income tax expense for the three months ended September 30, 2022, compared to the three months ended September 30, 2021, was driven by net income in the third quarter of 2022 versus a net loss in the same period of 2021.
Peoples recorded income tax expense of $20.2 million with an effective tax rate of 21.4% in the first nine months of 2022 and $4.0 million with an effective tax rate of 16.8% in the first nine months of 2021. The increase was driven by higher pre-tax income and a higher effective tax rate primarily due to apportionment in additional states due to recent acquisitions.
At September 30, 2022, total assets were $7.01 billion, compared to $7.28 billion at June 30, 2022 and $7.06 billion at December 31, 2021 and at September 30, 2021. The 4% decline in total assets compared to June 30, 2022 was primarily due to decreases in interest-bearing deposits at other banks and available-for-sale investment securities, partially offset by an increase in other assets due to increases in the deferred tax asset and derivative assets and loan and lease balances. The increase in the loan and lease balances when compared to June 30, 2022 was primarily driven by increases of (i) $29.2 million in consumer indirect loans, (ii) $19.0 million in commercial and industrial loans, (iii) $15.4 million in premium finance loans and (iv) $13.0 million in construction loans, partially offset by a reduction in other commercial real estate loans of $36.5 million. The 1% decline in total assets compared to December 31, 2021 was largely attributable to decreases in interest-bearing deposits at other banks and available-for-sale investment securities, partially offset by an increase in leases due primarily to the acquired Vantage leases.
Total liabilities were $6.25 billion at September 30, 2022, down from $6.49 billion at June 30, 2022 and up from $6.22 billion at December 31, 2021 and $6.23 billion at September 30, 2021. The decrease in total liabilities compared to June 30, 2022 was attributable to decreases in short-term borrowings and total deposits. The decline in total deposits when compared to June 30, 2022 was primarily driven by reductions of (i) $39.5 million in retail certificates of deposits, (ii) $20.5 million in money market deposit
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accounts, and (iii) $16.5 million in non-interest bearing checking accounts. The increase in total liabilities compared to December 31, 2021 was primarily due to increases in accrued expenses and other liabilities, partially offset by decreases in deposits. Total deposits are declining due to customers returning to pre-COVID-19 pandemic balances. In the 2021 periods presented, deposits were higher due to customers maintaining larger balances, as a result of PPP loan proceeds, fiscal stimulus payments and changes in customer spending habits in light of the COVID-19 pandemic.
Total stockholders' equity at September 30, 2022 decreased by $26.3 million compared to June 30, 2022, which reflected an other comprehensive loss of $41.6 million, dividends paid of $10.8 million, and share repurchases of $1.2 million, partially offset by net income for the quarter of $26.0 million. Total stockholders' equity at September 30, 2022 decreased by $84.5 million compared to December 31, 2021, which was due to (i) an other comprehensive loss of $123.3 million, (ii) dividends paid of $31.7 million and (iii) share repurchases of $7.1 million, partially offset by net income of $74.4 million for the first nine months of 2022. The other comprehensive loss in all periods of 2022 was the result of changes in the market value of available-for-sale investment securities, which were driven by changes in market interest rates.
RESULTS OF OPERATIONS
Net Interest Income
Net interest income, the amount by which interest income exceeds interest expense, remains Peoples' largest source of revenue. The amount of net interest income earned by Peoples each quarter is affected by various factors, including changes in market interest rates due to the Federal Reserve’s monetary policy, the level and degree of pricing competition for loans and deposits in Peoples’ markets, and the amount and composition of Peoples' earning assets and interest-bearing liabilities.
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 and tax-exempt loans to the pre-tax equivalent of taxable income using a blended corporate income tax rate of 21.4% for September 30, 2022, a 23.3% blended corporate income tax rate for June 30, 2022, and 22.3% blended corporate income tax rate for September 30, 2021.
The following table details the calculation of FTE net interest income:
Three Months Ended | Nine Months Ended | |||||||||||||||||||
September 30, 2022 | June 30, 2022 | September 30, 2021 | September 30, | |||||||||||||||||
(Dollars in thousands) | 2022 | 2021 | ||||||||||||||||||
Net interest income | $ | 67,051 | $ | 61,468 | $ | 42,578 | $ | 182,829 | $ | 117,816 | ||||||||||
Taxable equivalent adjustment | 387 | 414 | 351 | 1,116 | 970 | |||||||||||||||
Fully tax-equivalent net interest income | $ | 67,438 | $ | 61,882 | $ | 42,929 | $ | 183,945 | $ | 118,786 |
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The following tables detail Peoples’ average balance sheets for the periods presented:
For the Three Months Ended | |||||||||||||||||||||||||||||||||||
September 30, 2022 | June 30, 2022 | September 30, 2021 | |||||||||||||||||||||||||||||||||
(Dollars in thousands) | Average Balance | Income/ Expense | Yield/Cost | Average Balance | Income/ Expense | Yield/Cost | Average Balance | Income/ Expense | Yield/Cost | ||||||||||||||||||||||||||
Short-term investments | $ | 159,522 | $ | 847 | 2.11 | % | $ | 182,456 | $ | 299 | 0.66 | % | $ | 199,007 | $ | 82 | 0.16 | % | |||||||||||||||||
Investment securities (a)(b): | |||||||||||||||||||||||||||||||||||
Taxable | 1,483,984 | 7,604 | 2.05 | % | 1,515,647 | 7,014 | 1.85 | % | 979,278 | 3,799 | 1.55 | % | |||||||||||||||||||||||
Nontaxable | 201,150 | 1,405 | 2.79 | % | 193,112 | 1,344 | 2.78 | % | 173,459 | 1,136 | 2.62 | % | |||||||||||||||||||||||
Total investment securities | 1,685,134 | 9,009 | 2.13 | % | 1,708,759 | 8,358 | 1.96 | % | 1,152,737 | 4,935 | 1.71 | % | |||||||||||||||||||||||
Loans (b)(c): | |||||||||||||||||||||||||||||||||||
Construction | 222,966 | 2,765 | 4.85 | % | 209,822 | 2,216 | 4.18 | % | 125,178 | 1,196 | 3.74 | % | |||||||||||||||||||||||
Commercial real estate, other | 1,300,173 | 16,593 | 4.99 | % | 1,353,201 | 15,599 | 4.56 | % | 993,259 | 9,507 | 3.75 | % | |||||||||||||||||||||||
Commercial and industrial | 865,436 | 11,140 | 5.04 | % | 864,023 | 8,715 | 3.99 | % | 789,555 | 8,933 | 4.43 | % | |||||||||||||||||||||||
Premium finance | 162,057 | 1,949 | 4.71 | % | 143,898 | 1,778 | 4.89 | % | 122,828 | 1,542 | 4.91 | % | |||||||||||||||||||||||
Leases | 307,459 | 9,628 | 12.25 | % | 288,360 | 10,541 | 14.46 | % | 97,068 | 4,810 | 19.39 | % | |||||||||||||||||||||||
Residential real estate (d) | 869,444 | 9,439 | 4.34 | % | 888,809 | 9,326 | 4.20 | % | 652,184 | 6,648 | 4.08 | % | |||||||||||||||||||||||
Home equity lines of credit | 173,032 | 2,217 | 5.08 | % | 167,935 | 1,748 | 4.17 | % | 126,888 | 1,271 | 3.97 | % | |||||||||||||||||||||||
Consumer, indirect | 576,826 | 5,907 | 4.06 | % | 541,135 | 5,243 | 3.89 | % | 541,329 | 5,509 | 4.04 | % | |||||||||||||||||||||||
Consumer, direct | 113,609 | 1,764 | 6.16 | % | 111,541 | 1,647 | 5.92 | % | 86,935 | 1,385 | 6.32 | % | |||||||||||||||||||||||
Total loans | 4,591,002 | 61,402 | 5.26 | % | 4,568,724 | 56,813 | 4.94 | % | 3,535,224 | 40,801 | 4.55 | % | |||||||||||||||||||||||
Allowance for credit losses | (52,719) | (54,148) | (51,610) | ||||||||||||||||||||||||||||||||
Net loans | 4,538,283 | 61,402 | 5.33 | % | 4,514,576 | 56,813 | 5.00 | % | 3,483,614 | 40,801 | 4.61 | % | |||||||||||||||||||||||
Total earning assets | 6,382,939 | 71,258 | 4.40 | % | 6,405,791 | 65,470 | 4.06 | % | 4,835,358 | 45,818 | 3.74 | % | |||||||||||||||||||||||
Goodwill and other intangible assets | 329,482 | 329,243 | 232,361 | ||||||||||||||||||||||||||||||||
Other assets | 411,687 | 386,629 | 407,428 | ||||||||||||||||||||||||||||||||
Total assets | $ | 7,124,108 | $ | 7,121,663 | $ | 5,475,147 | |||||||||||||||||||||||||||||
Interest-bearing deposits: | |||||||||||||||||||||||||||||||||||
Savings accounts | $ | 1,079,580 | $ | 139 | 0.05 | % | $ | 1,076,028 | $ | 45 | 0.02 | % | $ | 737,771 | $ | 23 | 0.01 | % | |||||||||||||||||
Governmental deposit accounts | 741,836 | 543 | 0.29 | % | 704,632 | 471 | 0.27 | % | 542,855 | 458 | 0.33 | % | |||||||||||||||||||||||
Interest-bearing demand accounts | 1,158,970 | 190 | 0.07 | % | 1,177,751 | 115 | 0.04 | % | 795,565 | 74 | 0.04 | % | |||||||||||||||||||||||
Money market accounts | 623,144 | 292 | 0.19 | % | 641,066 | 104 | 0.07 | % | 533,497 | 67 | 0.05 | % | |||||||||||||||||||||||
Retail certificates of deposit | 560,532 | 644 | 0.46 | % | 602,225 | 747 | 0.50 | % | 457,073 | 951 | 0.83 | % | |||||||||||||||||||||||
Brokered deposits (e) | 86,524 | 508 | 2.33 | % | 87,006 | 532 | 2.45 | % | 155,779 | 826 | 2.10 | % | |||||||||||||||||||||||
Total interest-bearing deposits | 4,250,586 | 2,316 | 0.22 | % | 4,288,708 | 2,014 | 0.19 | % | 3,222,540 | 2,399 | 0.30 | % | |||||||||||||||||||||||
Borrowed funds: | |||||||||||||||||||||||||||||||||||
Short-term FHLB advances (e) | 41,696 | 266 | 2.53 | % | 53,846 | 237 | 1.77 | % | 17,174 | 78 | 1.80 | % | |||||||||||||||||||||||
Repurchase agreements and other | 161,069 | 127 | 0.32 | % | 96,589 | 24 | 0.10 | % | 63,226 | 13 | 0.08 | % | |||||||||||||||||||||||
Total short-term borrowings | 202,765 | 393 | 0.77 | % | 150,435 | 261 | 0.70 | % | 80,400 | 91 | 0.45 | % | |||||||||||||||||||||||
Long-term FHLB advances | 34,727 | 212 | 2.42 | % | 58,498 | 257 | 1.76 | % | 86,561 | 316 | 1.45 | % | |||||||||||||||||||||||
Other borrowings | 77,155 | 899 | 4.56 | % | 94,097 | 1,056 | 4.44 | % | 8,470 | 83 | 3.92 | % | |||||||||||||||||||||||
Total long-term borrowings | 111,882 | 1,111 | 3.97 | % | 152,595 | 1,313 | 3.44 | % | 95,031 | 399 | 1.67 | % | |||||||||||||||||||||||
Total borrowed funds | 314,647 | 1,504 | 1.91 | % | 303,030 | 1,574 | 2.08 | % | 175,431 | 490 | 1.11 | % | |||||||||||||||||||||||
Total interest-bearing liabilities | 4,565,233 | 3,820 | 0.33 | % | 4,591,738 | 3,588 | 0.31 | % | 3,397,971 | 2,889 | 0.34 | % | |||||||||||||||||||||||
Non-interest-bearing deposits | 1,655,888 | 1,648,067 | 1,358,652 | ||||||||||||||||||||||||||||||||
Other liabilities | 105,128 | 90,457 | 90,741 | ||||||||||||||||||||||||||||||||
Total liabilities | 6,326,249 | 6,330,262 | 4,847,364 | ||||||||||||||||||||||||||||||||
Total stockholders’ equity | 797,859 | 791,401 | 627,783 | ||||||||||||||||||||||||||||||||
Total liabilities and stockholders’ equity | $ | 7,124,108 | $ | 7,121,663 | $ | 5,475,147 | |||||||||||||||||||||||||||||
Interest rate spread (b) | $ | 67,438 | 4.07 | % | $ | 61,882 | 3.75 | % | $ | 42,929 | 3.40 | % | |||||||||||||||||||||||
Net interest margin (b) | 4.17 | % | 3.84 | % | 3.50 | % | |||||||||||||||||||||||||||||
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For the Nine Months Ended | |||||||||||||||||||||||
September 30, 2022 | September 30, 2021 | ||||||||||||||||||||||
(Dollars in thousands) | Average Balance | Income/ Expense | Yield/Cost | Average Balance | Income/ Expense | Yield/Cost | |||||||||||||||||
Short-term investments | $ | 224,060 | $ | 1,306 | 0.78 | % | $ | 175,755 | $ | 175 | 0.13 | % | |||||||||||
Investment securities (a)(b): | |||||||||||||||||||||||
Taxable | 1,488,609 | 20,712 | 1.86 | % | 899,531 | 9,636 | 1.43 | % | |||||||||||||||
Nontaxable | 199,515 | 3,991 | 2.67 | % | 149,636 | 3,035 | 2.70 | % | |||||||||||||||
Total investment securities | 1,688,124 | 24,703 | 1.95 | % | 1,049,167 | 12,671 | 1.61 | % | |||||||||||||||
Loans (b)(c): | |||||||||||||||||||||||
Construction | 219,478 | 7,136 | 4.29 | % | 108,859 | 3,169 | 3.84 | % | |||||||||||||||
Commercial real estate, other | 1,338,375 | 46,974 | 4.63 | % | 930,150 | 26,938 | 3.82 | % | |||||||||||||||
Commercial and industrial | 872,601 | 27,878 | 4.21 | % | 872,421 | 28,773 | 4.35 | % | |||||||||||||||
Premium finance | 146,345 | 4,891 | 4.41 | % | 112,925 | 4,137 | 4.83 | % | |||||||||||||||
Leases | 253,231 | 26,271 | 13.68 | % | 61,551 | 9,025 | 19.34 | % | |||||||||||||||
Residential real estate (d) | 890,499 | 28,531 | 4.27 | % | 624,993 | 19,749 | 4.21 | % | |||||||||||||||
Home equity lines of credit | 168,137 | 5,577 | 4.43 | % | 122,720 | 3,638 | 3.96 | % | |||||||||||||||
Consumer, indirect | 547,438 | 16,195 | 3.96 | % | 526,900 | 16,025 | 4.07 | % | |||||||||||||||
Consumer, direct | 110,509 | 5,006 | 6.06 | % | 82,151 | 3,896 | 6.34 | % | |||||||||||||||
Total loans | 4,546,613 | 168,459 | 4.91 | % | 3,442,670 | 115,350 | 4.44 | % | |||||||||||||||
Allowance for credit losses | (56,237) | (49,483) | |||||||||||||||||||||
Net loans | 4,490,376 | 168,459 | 4.97 | % | 3,393,187 | 115,350 | 4.50 | % | |||||||||||||||
Total earning assets | 6,402,560 | 194,468 | 4.03 | % | 4,618,109 | 128,196 | 3.68 | % | |||||||||||||||
Goodwill and other intangible assets | 321,043 | 213,232 | |||||||||||||||||||||
Other assets | 380,376 | 360,842 | |||||||||||||||||||||
Total assets | $ | 7,103,979 | $ | 5,192,183 | |||||||||||||||||||
Interest-bearing deposits: | |||||||||||||||||||||||
Savings accounts | $ | 1,068,912 | $ | 218 | 0.03 | % | $ | 688,782 | $ | 79 | 0.02 | % | |||||||||||
Governmental deposit accounts | 705,891 | 1,462 | 0.28 | % | 490,170 | 1,602 | 0.44 | % | |||||||||||||||
Interest-bearing demand accounts | 1,169,284 | 397 | 0.05 | % | 743,562 | 205 | 0.04 | % | |||||||||||||||
Money market accounts | 638,061 | 492 | 0.10 | % | 554,194 | 294 | 0.07 | % | |||||||||||||||
Retail certificates of deposit | 596,335 | 2,262 | 0.51 | % | 440,454 | 3,054 | 0.93 | % | |||||||||||||||
Brokered deposits (e) | 88,336 | 1,552 | 2.35 | % | 166,000 | 2,559 | 2.06 | % | |||||||||||||||
Total interest-bearing deposits | 4,266,819 | 6,383 | 0.20 | % | 3,083,162 | 7,793 | 0.34 | % | |||||||||||||||
Borrowed funds: | |||||||||||||||||||||||
Short-term FHLB advances (e) | 50,132 | 816 | 2.18 | % | 18,773 | 246 | 1.75 | % | |||||||||||||||
Repurchase agreements and other | 119,228 | 176 | 0.20 | % | 55,100 | 37 | 0.09 | % | |||||||||||||||
Total short-term borrowings | 169,360 | 992 | 0.78 | % | 73,873 | 283 | 0.51 | % | |||||||||||||||
Long-term FHLB advances | 59,440 | 775 | 1.74 | % | 96,765 | 1,099 | 1.52 | % | |||||||||||||||
Repurchase agreement and other borrowings | 71,689 | 2,373 | 4.37 | % | 7,926 | 235 | 3.95 | % | |||||||||||||||
Total long-term borrowings | 131,129 | 3,148 | 3.20 | % | 104,691 | 1,334 | 1.70 | % | |||||||||||||||
Total borrowed funds | 300,489 | 4,140 | 1.83 | % | 178,564 | 1,617 | 1.21 | % | |||||||||||||||
Total interest-bearing liabilities | 4,567,308 | 10,523 | 0.31 | % | 3,261,726 | 9,410 | 0.39 | % | |||||||||||||||
Non-interest-bearing deposits | 1,637,053 | 1,248,330 | |||||||||||||||||||||
Other liabilities | 91,749 | 86,209 | |||||||||||||||||||||
Total liabilities | 6,296,110 | 4,596,265 | |||||||||||||||||||||
Total stockholders’ equity | 807,869 | 595,918 | |||||||||||||||||||||
Total liabilities and stockholders’ equity | $ | 7,103,979 | $ | 5,192,183 | |||||||||||||||||||
Interest rate spread (b) | $ | 183,945 | 3.72 | % | $ | 118,786 | 3.29 | % | |||||||||||||||
Net interest margin (b) | 3.81 | % | 3.41 | % |
(a)Average balances are based on carrying value.
(b)Interest income and yields are presented on a fully tax-equivalent basis, using a 21.4% blended corporate income tax rate for September 30, 2022, a 23.3% blended corporate income tax rate for June 30, 2022, and a 22.3% blended corporate income tax rate for September 30, 2021.
(c)Average balances include nonaccrual and impaired loans. 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.
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(e)Interest related to interest rate swap transactions is included, as appropriate to the transaction, in interest expense on short-term FHLB advances and interest expense on brokered deposits for the periods presented in which FHLB advances and brokered deposits were being utilized.
Peoples' average balances compared to prior periods have been impacted by recent acquisitions, which included: Vantage on March 7, 2022, which added to average lease and borrowed funds balances, and Premier on September 17, 2021, which added to average short-term investments, average total investment securities, average total loans and average total deposits. Peoples has began to reduce cash balances after previously maintaining high cash balances in recent prior periods due to an influx of deposits, coupled with PPP proceeds.
The following table provides an analysis of the changes in FTE net interest income:
Three Months Ended September 30, 2022 Compared to | Nine Months Ended September 30, 2022 Compared to | ||||||||||||||||||||||||||||||||||
(Dollars in thousands) | June 30, 2022 | September 30, 2021 | September 30, 2021 | ||||||||||||||||||||||||||||||||
Increase (decrease) in: | Rate | Volume | Total (a) | Rate | Volume | Total (a) | Rate | Volume | Total (a) | ||||||||||||||||||||||||||
INTEREST INCOME: | |||||||||||||||||||||||||||||||||||
Short-term investments | $ | 871 | $ | (323) | $ | 548 | $ | 873 | $ | (108) | $ | 765 | $ | 1,058 | $ | 73 | $ | 1,131 | |||||||||||||||||
Investment Securities (b): | |||||||||||||||||||||||||||||||||||
Taxable | 1,473 | (883) | 590 | 1,454 | 2,351 | 3,805 | 3,592 | 7,484 | 11,076 | ||||||||||||||||||||||||||
Nontaxable | 12 | 49 | 61 | 79 | 190 | 269 | (14) | 970 | 956 | ||||||||||||||||||||||||||
Total investment income | 1,485 | (834) | 651 | 1,533 | 2,541 | 4,074 | 3,578 | 8,454 | 12,032 | ||||||||||||||||||||||||||
Loans (b): | |||||||||||||||||||||||||||||||||||
Construction | 396 | 153 | 549 | 433 | 1,136 | 1,569 | 409 | 3,558 | 3,967 | ||||||||||||||||||||||||||
Commercial real estate, other | 4,128 | (3,134) | 994 | 3,679 | 3,407 | 7,086 | 6,524 | 13,512 | 20,036 | ||||||||||||||||||||||||||
Commercial and industrial | 2,413 | 12 | 2,425 | 1,300 | 907 | 2,207 | (904) | 9 | (895) | ||||||||||||||||||||||||||
Premium finance | (366) | 537 | 171 | (396) | 803 | 407 | (566) | 1,320 | 754 | ||||||||||||||||||||||||||
Leases | (4,488) | 3,575 | (913) | (11,144) | 15,962 | 4,818 | (4,884) | 22,130 | 17,246 | ||||||||||||||||||||||||||
Residential real estate | 1,068 | (955) | 113 | 456 | 2,335 | 2,791 | 279 | 8,503 | 8,782 | ||||||||||||||||||||||||||
Home equity lines of credit | 412 | 57 | 469 | 411 | 535 | 946 | 471 | 1,468 | 1,939 | ||||||||||||||||||||||||||
Consumer, indirect | 271 | 393 | 664 | 36 | 362 | 398 | (618) | 788 | 170 | ||||||||||||||||||||||||||
Consumer, direct | 80 | 37 | 117 | (229) | 608 | 379 | (315) | 1,425 | 1,110 | ||||||||||||||||||||||||||
Total loan income | 3,914 | 675 | 4,589 | (5,454) | 26,055 | 20,601 | 396 | 52,713 | 53,109 | ||||||||||||||||||||||||||
Total interest income | $ | 6,270 | $ | (482) | $ | 5,788 | $ | (3,048) | $ | 28,488 | $ | 25,440 | $ | 5,032 | $ | 61,240 | $ | 66,272 | |||||||||||||||||
INTEREST EXPENSE: | |||||||||||||||||||||||||||||||||||
Deposits: | |||||||||||||||||||||||||||||||||||
Savings accounts | $ | 94 | $ | — | $ | 94 | $ | 101 | $ | 15 | $ | 116 | $ | 81 | $ | 58 | $ | 139 | |||||||||||||||||
Governmental deposit accounts | 44 | 28 | 72 | (331) | 416 | 85 | (920) | 780 | (140) | ||||||||||||||||||||||||||
Interest-bearing demand accounts | 86 | (11) | 75 | 73 | 43 | 116 | 55 | 137 | 192 | ||||||||||||||||||||||||||
Money market accounts | 209 | (21) | 188 | 212 | 13 | 225 | 149 | 49 | 198 | ||||||||||||||||||||||||||
Retail certificates of deposit | (56) | (47) | (103) | (1,339) | 1,032 | (307) | (2,067) | 1,275 | (792) | ||||||||||||||||||||||||||
Brokered deposits | (22) | (2) | (24) | 505 | (823) | (318) | 505 | (1,512) | (1,007) | ||||||||||||||||||||||||||
Total deposit cost | 355 | (53) | 302 | (779) | 696 | (83) | (2,197) | 787 | (1,410) | ||||||||||||||||||||||||||
Borrowed funds: | |||||||||||||||||||||||||||||||||||
Short-term borrowings | 380 | (248) | 132 | 111 | 191 | 302 | 143 | 566 | 709 | ||||||||||||||||||||||||||
Long-term borrowings | 495 | (697) | (202) | 756 | (44) | 712 | 254 | 1,560 | 1,814 | ||||||||||||||||||||||||||
Total borrowed funds cost | 875 | (945) | (70) | 867 | 147 | 1,014 | 397 | 2,126 | 2,523 | ||||||||||||||||||||||||||
Total interest expense | 1,230 | (998) | 232 | 88 | 843 | 931 | (1,800) | 2,913 | 1,113 | ||||||||||||||||||||||||||
Fully tax-equivalent net interest income | $ | 5,040 | $ | 516 | $ | 5,556 | $ | (3,136) | $ | 27,645 | $ | 24,509 | $ | 6,832 | $ | 58,327 | $ | 65,159 |
(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 change in each.
(b)Interest income and yields are presented on a fully tax-equivalent basis using a 21.4% blended corporate income tax rate for September 30, 2022, a 23.3% blended corporate income tax rate for June 30, 2022, and a 22.3% blended corporate income tax rate for September 30, 2021.
Compared to the linked quarter, net interest income increased 9% and net interest margin expanded by 33 basis points. Both increases were primarily driven by 32 basis points of improvement in loan yields and 17 basis points of improvement in investment yields due to the recent increases in market interest rates. Both deposit costs and borrowing costs remained stable.
53
Net interest income grew 57% over the prior year quarter and net interest margin increased 67 basis points. The recent acquisitions have positively impacted net interest income, coupled with organic growth and an increase in market interest rates. Compared to the prior year quarter, loan yields grew 71 basis points due to the rising interest rate environment and both acquisitive and organic growth, while borrowing costs increased 80 basis points as a result of the non-recourse debt assumed in the acquisition of Vantage.
For the first nine months of 2022, net interest income and net interest margin grew 55% and 40 basis points, respectively, compared to 2021. During that same time, loan yields increased 47 basis points, which was partially offset by higher borrowing costs. Net interest income has been positively impacted by (i) the Premier Merger and Vantage acquisition, (ii) core growth and (iii) increases in market interest rates.
Peoples recognized interest income on deferred loan fees/costs associated with PPP loans of $0.4 million, $0.6 million and $3.1 million during the third and second quarters of 2022 and the third quarter of 2021, respectively, along with $22,000, $79,000 and $0.4 million of interest earned on PPP loans, during the respective periods. For the first nine months of 2022, interest income recognized on deferred loan fees/costs related to PPP loans was $2.2 million, and interest earned was $0.3 million, compared to $11.2 million and $2.0 million, respectively, for the nine months of 2021. The interest income recognized on PPP loans added 1 basis point, 2 basis points and 18 basis points to net interest margin for the third and second quarters of 2022 and the third quarter of 2021, respectively, while adding 3 basis points and 20 basis points to net interest margin for the first nine months of 2022 and 2021, respectively.
Accretion income, net of amortization expense, from acquisitions was $2.8 million for the third quarter of 2022, $3.9 million for the linked quarter and $1.0 million for the third quarter of 2021, which added 16 basis points, 25 basis points and 8 basis points, respectively, to net interest margin. The decrease in accretion income when compared to the linked quarter was driven by less loan accretion due to lower payoffs and less accretion from the Premier Merger. The increase in accretion income for the current quarter compared to the third quarter of 2021 was a result of the acquisition of Vantage and a full quarter of accretion from the Premier Merger. For the first nine months of 2022, accretion income totaled $9.4 million and added 20 basis points to net interest margin compared to $2.2 million and 6 basis points for the first nine months of 2021, with the increase from the prior year due to the acquired loans and leases from the Premier Merger and Vantage acquisition.
Additional information regarding changes in the Unaudited Consolidated Balance Sheets can be found under appropriate captions of the “FINANCIAL CONDITION” section of this MD&A. 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 MD&A under the caption "FINANCIAL CONDITION - Interest Rate Sensitivity and Liquidity."
Provision for (Recovery of) Credit Losses
The following table details Peoples’ provision for (recovery of) credit losses:
Three Months Ended | Nine Months Ended | |||||||||||||||||||
September 30, 2022 | June 30, 2022 | September 30, 2021 | September 30, | |||||||||||||||||
(Dollars in thousands) | 2022 | 2021 | ||||||||||||||||||
Provision for (recovery of) other credit losses | $ | 1,558 | $ | (1,135) | $ | 8,870 | $ | (6,583) | $ | 7,125 | ||||||||||
Provision for checking account overdraft credit losses | 218 | 355 | 124 | 772 | 208 | |||||||||||||||
Provision for (recovery of) credit losses | $ | 1,776 | $ | (780) | $ | 8,994 | $ | (5,811) | $ | 7,333 | ||||||||||
As a percentage of average total loans (a) | 0.15 | % | (0.07) | % | 1.01 | % | (0.17) | % | 0.28 | % | ||||||||||
(a) Presented on an annualized basis. |
The provision for (recovery of) credit losses recorded represents the amount needed to maintain the appropriate level of the allowance for credit losses based on management’s quarterly estimates. For the third quarter of 2022, the provision for credit losses was primarily attributable to a deterioration of macro-economic conditions, partially offset by a reduction in reserves for individually analyzed loans.
For the second quarter of 2022, the recovery of credit losses was driven by the reduction in allowance for individually analyzed loans, as well as changes in loss drivers used in the CECL model.
During the third quarter of 2021, Peoples recorded a provision for credit losses of $11.0 million in order to establish an allowance for credit losses for non-purchase credit deteriorated loans of $10.6 million, and a liability for unfunded commitments of $0.4 million, both relating to the Premier Merger. Peoples also recorded a $22.3 million increase in the allowance for credit losses during the third quarter of 2021 related to the purchase credit deteriorated loans acquired from Premier. Excluding the day-one allowance for credit losses related to loans acquired from Premier, the release of allowance for credit losses was based on changes in economic factors and loss drivers used in the CECL model.
For the first nine months of 2022, the recovery of credit losses was primarily due to the impact of economic assumptions used in the CECL model. For the first nine months of 2021, the provision of credit losses was due to the day-one allowance for credit losses for the Premier Merger described above.
Additional information regarding changes in the allowance for credit losses and loan credit quality can be found later in this MD&A under the caption “FINANCIAL CONDITION - Allowance for Credit Losses.”
54
Net (Loss) Gain Included in Total Non-Interest Income
Net (loss) gain includes net losses and net gains on investment securities, asset disposals and other transactions, which are recognized in total non-interest income. The following table details Peoples’ net losses and net gains for the periods presented:
Three Months Ended | Nine Months Ended | |||||||||||||||||||
September 30, 2022 | June 30, 2022 | September 30, 2021 | September 30, | |||||||||||||||||
(Dollars in thousands) | 2022 | 2021 | ||||||||||||||||||
Net gain (loss) on investment securities | $ | 21 | $ | (44) | $ | (166) | $ | 107 | $ | (704) | ||||||||||
Net loss on asset disposals and other transactions: | ||||||||||||||||||||
Net gain (loss) on other assets | $ | 94 | $ | (119) | $ | (270) | $ | (47) | $ | (429) | ||||||||||
Net loss on OREO | (105) | (33) | (32) | (138) | (24) | |||||||||||||||
Net loss on other transactions | (24) | — | (6) | (129) | (6) | |||||||||||||||
Net loss on asset disposals and other transactions | $ | (35) | $ | (152) | $ | (308) | $ | (314) | $ | (459) |
The net loss on asset disposals and other transactions decreased in the third quarter relative to the linked and prior year quarters. The net loss for the linked quarter was attributable to a $119,000 loss recorded on repossessed assets coupled with a $44,000 loss on the sale of investment securities in order to reinvest into higher-yielding investment securities.
The net loss for the third quarter of 2021 was driven primarily by net losses on the disposal of fixed assets acquired in the Premier Merger and the sale of investment securities during the third quarter of 2021. During the third quarter of 2021, Peoples sold a portion of its available-for-sale investment securities and reinvested the proceeds into higher-yielding investment securities.
For the first nine months of 2021, a net loss on investment securities was recorded due to the sale of investment securities in order to reinvest proceeds into higher-yielding investment securities. During the second quarter of 2021, net loss on other assets was due to a market value write-down of $208,000 related to a closed office that was held for sale. The first nine months of 2021 included a net loss on other assets related to the write-down of a closed office in the second quarter of 2021 and the disposal of fixed assets acquired in the Premier Merger.
Total Non-Interest Income, Excluding Net Gains and Losses
Total non-interest income, excluding net gains and losses, comprised 23% of Peoples' total revenues (defined as net interest income plus total non-interest income excluding net gains and losses) for the third quarter of 2022, compared to 24% for the linked quarter and 28% for the prior year quarter. For the first nine months of 2022, total non-interest income, excluding net gains and losses, totaled 25% of total revenues compared to 30% for the same period of 2021. The declines in this ratio compared to the prior periods were primarily due to higher net interest income associated with the recent acquisition of Vantage and the Premier Merger, coupled with the increase in the market interest rate environment.
For the third quarter of 2022, electronic banking income comprised the largest portion of Peoples' total non-interest income, excluding net gains and losses. Peoples' electronic banking ("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. The following table details Peoples' e-banking income:
Three Months Ended | Nine Months Ended | |||||||||||||||||||
September 30, 2022 | June 30, 2022 | September 30, 2021 | September 30, | |||||||||||||||||
(Dollars in thousands) | 2022 | 2021 | ||||||||||||||||||
E-banking income | $ | 5,261 | $ | 5,419 | $ | 4,326 | $ | 15,933 | $ | 12,655 |
Peoples' e-banking income is derived largely from ATM and debit cards, as other services are mainly provided at no charge to customers. The amount of e-banking income is largely dependent on the timing and volume of customer activity. E-banking income decreased compared to the linked quarter primarily due to less customer activity. For the current quarter compared to the prior year quarter and the first nine months of 2022 compared to the first nine months of 2021, e-banking income grew 22% and 26%, respectively, from the impact of the acquired Premier accounts in addition to increased customer activity in recent periods.
55
Peoples' fiduciary income and brokerage income 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 table details Peoples’ trust and investment income:
Three Months Ended | Nine Months Ended | |||||||||||||||||||
September 30, 2022 | June 30, 2022 | September 30, 2021 | September 30, | |||||||||||||||||
(Dollars in thousands) | 2022 | 2021 | ||||||||||||||||||
Fiduciary income | $ | 1,752 | $ | 1,999 | $ | 1,944 | $ | 5,716 | $ | 5,941 | ||||||||||
Brokerage income | 1,578 | 1,631 | 1,577 | 4,858 | 4,408 | |||||||||||||||
Employee benefit fees | 624 | 616 | 637 | 1,902 | 1,874 | |||||||||||||||
Trust and investment income | $ | 3,954 | $ | 4,246 | $ | 4,158 | $ | 12,476 | $ | 12,223 |
Fiduciary income and brokerage income decreased in the current quarter relative to the linked quarter, due to a decrease in assets under administration and management. For the first nine months of 2022, new accounts drove the growth in trust and investment income when compared to the same period of 2021.
The following table details Peoples' assets under administration and management:
September 30, 2022 | June 30, 2022 | March 31, 2022 | December 31, 2022 | September 30, 2021 | |||||||||||||
(Dollars in thousands) | |||||||||||||||||
Trust | $ | 1,682,334 | $ | 1,731,454 | $ | 1,927,828 | $ | 2,009,871 | $ | 1,937,123 | |||||||
Brokerage | 1,127,831 | 1,068,261 | 1,152,530 | 1,183,927 | 1,133,668 | ||||||||||||
Total | $ | 2,810,165 | $ | 2,799,715 | $ | 3,080,358 | $ | 3,193,798 | $ | 3,070,791 | |||||||
Quarterly average | $ | 2,844,181 | $ | 2,927,405 | $ | 3,106,021 | $ | 3,126,398 | $ | 3,077,554 |
The declines in assets under administration and management at September 30, 2022, compared to June 30, 2022 and December 31, 2021, were driven by a decrease in market values over the first nine months of 2022 due to the recent economic downturn.
The following table details Peoples' insurance income:
Three Months Ended | Nine Months Ended | |||||||||||||||||||
September 30, 2022 | June 30, 2022 | September 30, 2021 | September 30, | |||||||||||||||||
(Dollars in thousands) | 2022 | 2021 | ||||||||||||||||||
Property and casualty insurance commissions | $ | 2,958 | $ | 3,039 | $ | 2,836 | $ | 8,859 | $ | 8,356 | ||||||||||
Performance-based commissions | 64 | 10 | 59 | 1,420 | 2,044 | |||||||||||||||
Life and health insurance commissions | 508 | 506 | 396 | 1,464 | 1,248 | |||||||||||||||
Other fees and charges | 88 | 92 | 76 | 252 | 275 | |||||||||||||||
Insurance income | $ | 3,618 | $ | 3,647 | $ | 3,367 | $ | 11,995 | $ | 11,923 | ||||||||||
Insurance income for the current quarter grew by $0.3 million compared to the third quarter of 2021 due to additional customers.
Deposit account service charges are based on the recovery of costs associated with services provided. The following table details Peoples' deposit account service charges:
Three Months Ended | Nine Months Ended | |||||||||||||||||||
September 30, 2022 | June 30, 2022 | September 30, 2021 | September 30, | |||||||||||||||||
(Dollars in thousands) | 2022 | 2021 | ||||||||||||||||||
Overdraft and non-sufficient funds fees | $ | 2,233 | $ | 2,019 | $ | 1,420 | $ | 6,154 | $ | 3,429 | ||||||||||
Account maintenance fees | 1,353 | 1,306 | 934 | 3,971 | 2,598 | |||||||||||||||
Other fees and charges | 247 | 233 | 195 | 692 | 551 | |||||||||||||||
Deposit account service charges | $ | 3,833 | $ | 3,558 | $ | 2,549 | $ | 10,817 | $ | 6,578 |
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. Deposit account service charges increased for the current quarter compared to the linked quarter, and the prior year quarter and for the first nine months of 2022 compared to the first nine months of 2021 due to increased customer activity in recent quarters, compared to the very low levels of early 2021, which had been impacted by fiscal stimulus payments and PPP loan proceeds provided to customers, along with changed customer spending habits due to the COVID-19 pandemic. Also contributing to the increases in the current quarter compared to the prior year quarter and
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the first nine months of 2022 compared to the first nine months of 2021 were the additional customers associated with the Premier Merger.
The following table details the other items included within Peoples' total non-interest income:
Three Months Ended | Nine Months Ended | |||||||||||||||||||
September 30, 2022 | June 30, 2022 | September 30, 2021 | September 30, | |||||||||||||||||
(Dollars in thousands) | 2022 | 2021 | ||||||||||||||||||
Bank owned life insurance income | 694 | 797 | 437 | 1,922 | 1,329 | |||||||||||||||
Mortgage banking income | 328 | 352 | 766 | 1,116 | 2,726 | |||||||||||||||
Commercial loan swap fees | 224 | 270 | 73 | 662 | 194 | |||||||||||||||
Other non-interest income | 2,468 | 1,294 | 1,144 | 5,088 | 2,605 |
Bank owned life insurance income for the current quarter was down compared to the linked quarter primarily due to a $248,000 death benefit related to the cash surrender value of the underlying policy in the linked quarter. Partially offsetting the decline, was the fact that Peoples invested an additional $30.0 million in bank owned life insurance policies during the second quarter of 2022. For the first nine months of 2022, the increased bank owned life insurance income when compared to the same period of 2021 was due to the aforementioned death benefit proceeds and additional investment in policies.
Mortgage banking income is comprised mostly of net gains from the origination and sale of real estate loans in the secondary market, and, to a lesser extent, servicing income for loans sold with servicing retained. 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. Mortgage banking income for the current quarter was mostly flat when compared to the linked quarter. Mortgage banking income declined for the current year quarter compared to the prior year quarter and for the first nine months of 2022 compared to the first nine months of 2021 due to the increased market interest rate environment in recent quarters and a lower volume of new loan originations.
In the third quarter of 2022, Peoples sold $4.4 million in loans to the secondary market with servicing retained and $7.6 million in loans with servicing released, compared to $4.6 million and $6.1 million, respectively, for the second quarter of 2022, and $11.0 million and $10.3 million, respectively, for the third quarter of 2021. For the first nine months of 2022, Peoples sold $16.1 million in loans to the secondary market with servicing retained, and $21.6 million with servicing released, compared to $44.0 million and $27.7 million, respectively, for the first nine months of 2021 .
Commercial loan swap fees are largely dependent on timing, interest rates, and the volume of customer activity. During the third quarter of 2022, commercial loan swap fees decreased slightly for the current quarter as a result of several new commercial loan swaps in the linked period. The commercial loan swap fees increased in the current quarter when compared to third quarter of 2021 and for the first nine months of 2022 compared to the first nine months of 2021 primarily due to the recent increases in market interest rates and increased activity.
Other non-interest income for the current quarter increased primarily due to $1.3 million and $1.7 million increases in lease income when compared to the linked quarter and the prior year quarter, respectively, and for the first nine months of 2022 compared to the first nine months of 2021 due to an increase of $2.9 million in lease income.
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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 | Nine Months Ended | |||||||||||||||||||
September 30, 2022 | June 30, 2022 | September 30, 2021 | September 30, | |||||||||||||||||
(Dollars in thousands) | 2022 | 2021 | ||||||||||||||||||
Base salaries and wages | $ | 18,762 | $ | 18,408 | $ | 17,493 | $ | 54,846 | $ | 43,746 | ||||||||||
Sales-based and incentive compensation | 4,899 | 4,913 | 4,013 | 13,448 | 12,034 | |||||||||||||||
Employee benefits | 3,340 | 3,321 | 2,619 | 10,282 | 8,338 | |||||||||||||||
Payroll taxes and other employment costs | 1,796 | 1,389 | 1,635 | 5,276 | 4,471 | |||||||||||||||
Stock-based compensation | 782 | 600 | 618 | 2,987 | 2,437 | |||||||||||||||
Deferred personnel costs | (961) | (1,046) | (789) | (2,907) | (2,750) | |||||||||||||||
Salaries and employee benefit costs | $ | 28,618 | $ | 27,585 | $ | 25,589 | $ | 83,932 | $ | 68,276 | ||||||||||
Full-time equivalent employees: | ||||||||||||||||||||
Actual at end of period | 1,244 | 1,261 | 1,181 | 1,244 | 1,181 | |||||||||||||||
Average during the period | 1,253 | 1,255 | 990 | 1,106 | 942 |
Base salaries and wages for the current quarter increased compared to the prior year quarter and for the first nine months of 2022 compared to the first nine months of 2021, driven by the additional salaries associated with the acquisition of Vantage, and the Premier Merger.
The increases in sales-based and incentive compensation for the current quarter compared to the linked quarter and third quarter of 2021, and for the first nine months of 2022 compared to the first nine months of 2021 were primarily due to sales incentives earned by Vantage employees.
The increases in employee benefits for the current quarter compared to the third quarter of 2021 and the first nine months of 2021 were due to higher medical costs with the addition of the Premier and Vantage employees.
Payroll taxes and other employment costs increased compared to the second quarter of 2022 and the third quarter of 2021, and for the first nine months of 2022 compared to the first nine months of 2021, in each case primarily driven by recent mergers and acquisitions.
Stock-based compensation is generally recognized over the vesting period, which generally ranges from immediate vesting to vesting at the end of three years, adjusted for an estimate of the portion of awards that will be forfeited. At the vesting date, an adjustment is made to increase or reverse expense for the amount of actual forfeitures compared to the estimate. Stock grants to retirement eligible grantees are expensed either immediately or over a shorter period than three years. The majority of Peoples' stock-based compensation is attributable to annual equity-based incentive awards to employees, which are awarded in the first quarter of each year and are based upon Peoples achieving certain performance goals during the prior year. Stock-based compensation for the first nine months of 2022 increased when compared to the first nine months of 2021 due to employees added in the acquisition of Vantage and the Premier Merger.
Deferred personnel costs represent the portion of current period salaries and employee benefit costs considered to be direct loan origination costs. These costs are capitalized and recognized over the life of the loan as a yield adjustment in interest income. As a result, the amount of deferred personnel costs for each period corresponds directly with the volume of loan originations, coupled with the average deferred costs per loan that are updated annually at the beginning of each year. The decrease in deferred personnel costs for the current quarter compared to the linked quarter was primarily due to a decrease in loan origination volume.
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Peoples' net occupancy and equipment expense was comprised of the following:
Three Months Ended | Nine Months Ended | |||||||||||||||||||
September 30, 2022 | June 30, 2022 | September 30, 2021 | September 30, | |||||||||||||||||
(Dollars in thousands) | 2022 | 2021 | ||||||||||||||||||
Depreciation | $ | 1,722 | $ | 1,770 | $ | 1,365 | $ | 5,315 | $ | 4,134 | ||||||||||
Repairs and maintenance costs | 1,333 | 1,245 | 1,017 | 3,959 | 2,863 | |||||||||||||||
Property taxes, utilities and other costs | 994 | 997 | 798 | 3,190 | 2,077 | |||||||||||||||
Net rent expense | 764 | 756 | 371 | 2,205 | 1,093 | |||||||||||||||
Net occupancy and equipment expense | $ | 4,813 | $ | 4,768 | $ | 3,551 | $ | 14,669 | $ | 10,167 |
For the third quarter and first nine months of 2022, net occupancy and equipment expense increased when compared to the third quarter and the first nine months of 2021, respectively, due to the additional locations and equipment from recent mergers and acquisitions.
The following table details the other items included in total non-interest expense:
Three Months Ended | Nine Months Ended | |||||||||||||||||||
September 30, 2022 | June 30, 2022 | September 30, 2021 | September 30, | |||||||||||||||||
(Dollars in thousands) | 2022 | 2021 | ||||||||||||||||||
Data processing and software expense | 3,279 | 3,033 | 2,529 | 9,228 | 7,394 | |||||||||||||||
Professional fees | $ | 2,832 | $ | 2,280 | $ | 6,426 | $ | 8,784 | $ | 13,459 | ||||||||||
E-banking expense | 2,648 | 2,727 | 2,037 | 8,134 | 6,006 | |||||||||||||||
Amortization of other intangible assets | 2,023 | 2,034 | 1,279 | 5,765 | 3,267 | |||||||||||||||
Marketing expense | 1,136 | 860 | 1,223 | 2,991 | 2,810 | |||||||||||||||
Franchise tax expense | 1,075 | 1,102 | 810 | 2,941 | 2,487 | |||||||||||||||
FDIC insurance premiums | 709 | 1,018 | 807 | 2,921 | 1,596 | |||||||||||||||
Communication expense | 599 | 649 | 411 | 1,873 | 1,079 | |||||||||||||||
Other loan expenses | 511 | 445 | 487 | 1,788 | 1,443 | |||||||||||||||
Other non-interest expense | 4,010 | 3,398 | 12,711 | 10,755 | 17,762 |
Professional fees increased for the current quarter compared to the linked quarter primarily due to increased fees to third parties to assist with process improvements to support the operational teams, partially offset by lower acquisition-related expenses. Professional fees decreased for the third quarter of 2022 when compared to the third quarter of 2021 and for first nine months of 2022 when compared to the first nine months of 2021, primarily driven by acquisition-related expenses related to the Premier Merger which had been realized in 2021.
Data processing and software expense increased relative to prior year periods, driven by software upgrades and implementation of new systems, coupled with the increased size of Peoples' organization.
E-banking expense decreased during the current quarter compared to the linked quarter, and is correlated to e-banking income, which also decreased from the linked quarter primarily due to less customer activity. E-banking expense increased for the third quarter of 2022 when compared to the third quarter of 2021 and for the first nine months of 2022 when compared to the first nine months of 2021 due to growth, both organic and through mergers and acquisitions.
Amortization of other intangible assets for the current quarter increased when compared to the third quarter of 2021 and during the first nine months of 2022 when compared to the first nine months of 2021, due to the increased intangible assets recognized as a result of the recent mergers and acquisitions.
Peoples' FDIC insurance premiums decreased for the current quarter compared to the linked quarter due to an adjustment related to the most recent FDIC invoice. FDIC insurance premiums for the first nine months of 2022 increased compared to the first nine months of 2021 due to organic and acquisitive growth.
Marketing expense increased during the current quarter compared to the linked quarter due to increased advertising and donations. The decrease during the current quarter when compared to the third quarter of 2021 was due to additional advertising campaigns relating to the addition of Premier locations in the third quarter of 2021.
Other loan expenses during the first nine months of 2022 increased when compared to the first nine months of 2021 primarily due to higher indirect lending volume and increased collection expense driven by the Premier Merger.
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Peoples is subject to state franchise taxes, which are based largely on Peoples' equity, in the states where Peoples has a physical presence. Franchise tax expense also includes the Ohio Financial Institution Tax ("FIT"), which is a business privilege tax that is imposed on financial institutions organized for profit and doing business in Ohio. The Ohio FIT is based on the total equity capital in proportion to the taxpayer's gross receipts in Ohio as of the most recent year-end. The increases versus the 2021 comparative periods were driven by recent growth through acquisitions and organic means.
Communications expense increased during the first nine months of 2022 when compared to the first nine months of 2021 due to upgraded networking to certain branches (including new branches acquired from Premier coupled with the addition of the NSL and Vantage locations acquired) and increased costs compared to the prior period among certain vendors that provide communication services.
Other non-interest expense increased during the current quarter when compared to the linked quarter due to increased insurance expenses. Other non-interest expense for the third quarter of 2022 and the first nine months of 2022 decreased when compared to their respective 2021 periods primarily due to less acquisition-related expenses.
Income Tax Expense
Peoples recorded income tax expense of $7.4 million with an effective tax rate of 22.2% for the third quarter of 2022, compared to income tax expense of $6.8 million with an effective tax rate of 21.6% for the linked quarter and income tax benefit of $2.2 million with an effective tax rate of 27.4% for the third quarter of 2021. The increase in income tax expense for the third quarter of 2022, compared to income tax expense for the linked quarter, was due to an increase in Peoples' pre-tax income. The increase in income tax expense for the three months ended September 30, 2022, compared to the three months ended September 30, 2021, was driven by net income in the third quarter of 2022 versus a net loss in the same period of 2021.
Peoples recorded income tax expense of $20.2 million with an effective tax rate of 21.4% in the first nine months of 2022 and income tax expense of $4.0 million with an effective tax rate of 16.8% in the first nine months of 2021. The increase was driven by higher pre-tax income and a higher effective tax rate primarily due to apportionment in additional states due to recent acquisitions.
Additional information regarding income taxes can be found in "Note 13 Income Taxes" of the Notes to the Consolidated Financial Statements included in Peoples' 2021 Form 10-K.
Pre-Provision Net Revenue (Non-US GAAP)
Pre-provision net revenue ("PPNR") has become a key financial measure used by state and federal bank regulatory agencies when assessing the capital adequacy of financial institutions. PPNR is defined as net interest income plus total non-interest income, excluding all gains and losses, minus total non-interest expense. 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. This ratio represents a Non-US GAAP financial measure since it excludes the provision for (recovery of) credit losses and all gains and losses included in earnings.
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The following table provides a reconciliation of this Non-US GAAP financial measure to the amounts reported in Peoples' Unaudited Condensed Consolidated Financial Statements for the periods presented:
Three Months Ended | Nine Months Ended | |||||||||||||||||||
September 30, 2022 | June 30, 2022 | September 30, 2021 | September 30, | |||||||||||||||||
(Dollars in thousands) | 2022 | 2021 | ||||||||||||||||||
Pre-provision net revenue: | ||||||||||||||||||||
Income (loss) before income taxes | $ | 33,388 | $ | 31,735 | $ | (7,930) | $ | 94,661 | $ | 23,807 | ||||||||||
Add: provision for credit losses | 1,776 | — | 8,994 | 1,776 | 7,333 | |||||||||||||||
Add: loss on OREO | 105 | 32 | 32 | 138 | 32 | |||||||||||||||
Add: loss on investment securities | — | 44 | 316 | 44 | 1,490 | |||||||||||||||
Add: loss on other assets | — | 120 | 363 | 142 | 687 | |||||||||||||||
Add: loss on other transactions | 24 | — | 6 | 128 | 6 | |||||||||||||||
Less: gain on OREO | — | — | — | — | 8 | |||||||||||||||
Less: recovery of credit losses | — | 780 | — | 7,587 | — | |||||||||||||||
Less: gain on investment securities | 21 | — | 150 | 151 | 786 | |||||||||||||||
Less: gain on other assets | 94 | — | 93 | 94 | 258 | |||||||||||||||
Pre-provision net revenue | $ | 35,178 | $ | 31,151 | $ | 1,538 | $ | 89,057 | $ | 32,303 | ||||||||||
Total average assets | $7,124,108 | $7,121,663 | $5,475,147 | $7,103,979 | $5,192,183 | |||||||||||||||
Pre-provision net revenue to total average assets (annualized) | 1.96 | % | 1.75 | % | 0.11 | % | 1.68 | % | 0.83 | % | ||||||||||
Weighted-average common shares outstanding - diluted | 27,973,255 | 28,061,736 | 20,789,271 | 28,009,263 | 19,890,672 | |||||||||||||||
Pre-provision net revenue per common share - diluted | $ | 1.25 | $ | 1.11 | $ | 0.07 | $ | 3.17 | $ | 1.61 |
The increase PPNR in the third quarter of 2022 compared to the linked quarter was driven by increased net interest income reflecting the positive impact of recent increases in market interest rates. PPNR grew in the third quarter of 2022 and the first nine months of 2022 when compared to the third quarter of 2021 and the first nine months of 2021, respectively, mostly due to the impact of the Premier Merger and the Vantage and NSL acquisitions in improving net interest income, the recent increases in market interest rates, higher non-interest income, and lower acquisition-related expenses.
Core Non-Interest Expense (Non-US GAAP)
Core non-interest expense is a financial measure used to evaluate Peoples' recurring expense stream. This measure is Non-US GAAP since it excludes the impact of all acquisition-related expenses, pension settlement charges, severance expenses, COVID-19-related expenses, a Peoples Bank Foundation, Inc. contribution and contract negotiation expenses.
The following table provides a reconciliation of this Non-US GAAP measure to the amounts reported in Peoples' Unaudited Condensed Consolidated Financial Statements for the periods presented:
Three Months Ended | Nine Months Ended | |||||||||||||||||||
September 30, 2022 | June 30, 2022 | September 30, 2021 | September 30, | |||||||||||||||||
(Dollars in thousands) | 2022 | 2021 | ||||||||||||||||||
Core non-interest expense: | ||||||||||||||||||||
Total non-interest expense | $ | 52,253 | $ | 49,899 | $ | 57,860 | $ | 153,781 | $ | 135,746 | ||||||||||
Less: acquisition-related expenses | 339 | 602 | 16,209 | 2,314 | 20,520 | |||||||||||||||
Less: pension settlement charges | 139 | — | 143 | 139 | 143 | |||||||||||||||
Less: severance expenses | — | — | — | — | 63 | |||||||||||||||
Less: COVID-19-related expenses | 9 | 29 | 181 | 132 | 683 | |||||||||||||||
Less: Peoples Bank Foundation, Inc. contribution | — | — | — | — | 500 | |||||||||||||||
Less: contract negotiation expenses | — | — | 1,851 | — | 1,851 | |||||||||||||||
Core non-interest expense | $ | 51,766 | $ | 49,268 | $ | 39,476 | $ | 151,196 | $ | 111,986 |
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Efficiency Ratio (Non-US GAAP)
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 fully tax-equivalent net interest income plus total non-interest income excluding net gains and losses. This measure is Non-US GAAP since it excludes amortization of other intangible assets and all gains and losses included in earnings, and uses fully tax-equivalent net interest income.
The following table provides a reconciliation of this Non-US GAAP financial measure to the amounts reported in Peoples' Unaudited Condensed Consolidated Financial Statements for the periods presented:
Three Months Ended | Nine Months Ended | |||||||||||||||||||
September 30, 2022 | June 30, 2022 | September 30, 2021 | September 30, | |||||||||||||||||
(Dollars in thousands) | 2022 | 2021 | ||||||||||||||||||
Efficiency ratio: | ||||||||||||||||||||
Total non-interest expense | $ | 52,253 | $ | 49,899 | $ | 57,860 | $ | 153,781 | $ | 135,746 | ||||||||||
Less: amortization of other intangible assets | 2,023 | 2,034 | 1,279 | 5,765 | 3,267 | |||||||||||||||
Adjusted total non-interest expense | 50,230 | 47,865 | 56,581 | 148,016 | 132,479 | |||||||||||||||
Total non-interest income | 20,366 | 19,386 | 16,346 | 59,802 | 49,070 | |||||||||||||||
Less: net gain (loss) on investment securities | 21 | (44) | (166) | 107 | (704) | |||||||||||||||
Less: net loss on asset disposals and other transactions | (35) | (152) | (308) | (314) | (459) | |||||||||||||||
Total non-interest income excluding net gains and losses | 20,380 | 19,582 | 16,820 | 60,009 | 50,233 | |||||||||||||||
Net interest income | 67,051 | 61,468 | 42,578 | 182,829 | 117,816 | |||||||||||||||
Add: fully tax-equivalent adjustment (a) | 387 | 414 | 351 | 1,116 | 970 | |||||||||||||||
Net interest income on a fully tax-equivalent basis | 67,438 | 61,882 | 42,929 | 183,945 | 118,786 | |||||||||||||||
Adjusted revenue | $ | 87,818 | $ | 81,464 | $ | 59,749 | $ | 243,954 | $ | 169,019 | ||||||||||
Efficiency ratio | 57.20 | % | 58.76 | % | 94.70 | % | 60.67 | % | 78.38 | % | ||||||||||
Efficiency ratio adjusted for non-core items: | ||||||||||||||||||||
Core non-interest expense | $ | 51,766 | $ | 49,268 | $ | 39,476 | $ | 151,196 | $ | 111,986 | ||||||||||
Less: amortization of other intangible assets | 2,023 | 2,034 | 1,279 | 5,765 | 3,267 | |||||||||||||||
Adjusted core non-interest expense | 49,743 | 47,234 | 38,197 | 145,431 | 108,719 | |||||||||||||||
Non-interest income excluding net gains and losses | 20,380 | 19,582 | 16,820 | 60,009 | 50,233 | |||||||||||||||
Net interest income on a fully tax-equivalent basis | 67,438 | 61,882 | 42,929 | 183,945 | 118,786 | |||||||||||||||
Adjusted revenue | $ | 87,818 | $ | 81,464 | $ | 59,749 | $ | 243,954 | $ | 169,019 | ||||||||||
Efficiency ratio adjusted for non-core items | 56.64 | % | 57.98 | % | 63.93 | % | 59.61 | % | 64.32 | % |
(a) Tax effect is calculated using a 21.4% blended corporate income tax rate for September 30, 2022, 23.3% blended corporate income tax rate for June 30, 2022, and 22.3% blended corporate income tax rate for September 30, 2021.
The efficiency ratio and the efficiency ratio adjusted for non-core items for the third quarter of 2022 improved when compared to the linked quarter, due to higher net interest income driven by increases in market interest rates. Additionally, for the third quarter of 2022 and the first nine months of 2022 compared to the third quarter of 2021 and the first nine months of 2021, respectively, the efficiency ratio and adjusted efficiency ratio both improved due to improvements in net interest income from the recent acquisitions, coupled with higher non-interest income, outpacing increases in total non-interest expense.
Return on Average Assets Adjusted for Non-Core Items Ratio (Non-US GAAP)
In addition to return on average assets, management uses return on average assets adjusted for non-core items to monitor performance. The return on average assets adjusted for non-core items ratio represents a Non-US GAAP financial measure since it excludes the after-tax impact of all gains and losses, acquisition-related expenses, pension settlement charges, severance expenses, COVID-19-related expenses, a Peoples Bank Foundation, Inc. contribution and contract negotiation expenses.
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The following table provides a reconciliation of this Non-US GAAP financial measure to the amounts reported in Peoples' Unaudited Condensed Consolidated Financial Statements for the periods presented:
Three Months Ended | Nine Months Ended | |||||||||||||||||||
September 30, 2022 | June 30, 2022 | September 30, 2021 | September 30, | |||||||||||||||||
(Dollars in thousands) | 2022 | 2021 | ||||||||||||||||||
Annualized net income (loss) adjusted for non-core items: | ||||||||||||||||||||
Net income (loss) | $ | 25,978 | $ | 24,888 | $ | (5,758) | $ | 74,443 | $ | 19,808 | ||||||||||
Add: net loss on investment securities | — | 44 | 166 | — | 704 | |||||||||||||||
Less: tax effect of net loss on investment securities (a) | — | 9 | 35 | — | 148 | |||||||||||||||
Less: net gain on investment securities | 21 | — | — | 107 | — | |||||||||||||||
Add: tax effect of net gain on investment securities (a) | 4 | — | — | 22 | — | |||||||||||||||
Add: net loss on asset disposals and other transactions | 35 | 152 | 308 | 314 | 459 | |||||||||||||||
Less: tax effect of net loss on asset disposals and other transactions (a) | 7 | 32 | 65 | 66 | 96 | |||||||||||||||
Add: acquisition-related expenses | 339 | 602 | 16,209 | 2,314 | 20,520 | |||||||||||||||
Less: tax effect of acquisition-related expenses (a) | 71 | 126 | 3,404 | 486 | 4,309 | |||||||||||||||
Add: pension settlement charges | 139 | — | 143 | 139 | 143 | |||||||||||||||
Less: tax effect of pension settlement charges (a) | 29 | — | 30 | 29 | 30 | |||||||||||||||
Add: severance expenses | — | — | — | — | 63 | |||||||||||||||
Less: tax effect of severance expenses (a) | — | — | — | — | 13 | |||||||||||||||
Add: COVID-19-related expenses | 9 | 29 | 181 | 132 | 683 | |||||||||||||||
Less: tax effect of COVID-19-related expenses (a) | 2 | 6 | 38 | 28 | 143 | |||||||||||||||
Add: Peoples Bank Foundation, Inc. contribution | — | — | — | — | 500 | |||||||||||||||
Less: tax effect of Peoples Bank Foundation, Inc. contribution (a) | — | — | — | — | 105 | |||||||||||||||
Add: contract negotiation expenses | — | — | 1,851 | — | 1,851 | |||||||||||||||
Less: tax effect of contract negotiation expenses (a) | — | — | 389 | — | 389 | |||||||||||||||
Net income adjusted for non-core items (after tax) | $ | 26,374 | 25,542 | 9,139 | 76,648 | 39,498 | ||||||||||||||
Days in the period | 92 | 91 | 92 | 273 | 273 | |||||||||||||||
Days in the year | 365 | 365 | 365 | 365 | 365 | |||||||||||||||
Annualized net income (loss) | $ | 103,065 | $ | 99,825 | $ | (22,844) | $ | 99,530 | $ | 26,483 | ||||||||||
Annualized net income adjusted for non-core items (after tax) | $ | 104,636 | $ | 102,449 | $ | 36,258 | $ | 102,478 | $ | 52,809 | ||||||||||
Return on average assets: | ||||||||||||||||||||
Annualized net income (loss) | $ | 103,065 | $ | 99,825 | $ | (22,844) | $ | 99,530 | $ | 26,483 | ||||||||||
Total average assets | 7,124,108 | 7,121,663 | 5,475,147 | 7,103,979 | 5,192,183 | |||||||||||||||
Return on average assets | 1.45 | % | 1.40 | % | (0.42) | % | 1.40 | % | 0.51 | % | ||||||||||
Return on average assets adjusted for non-core items: | ||||||||||||||||||||
Annualized net income adjusted for non-core items (after tax) | $ | 104,636 | $ | 102,449 | $ | 36,258 | $ | 102,478 | $ | 52,809 | ||||||||||
Total average assets | 7,124,108 | 7,121,663 | 5,475,147 | 7,103,979 | 5,192,183 | |||||||||||||||
Return on average assets adjusted for non-core items | 1.47 | % | 1.44 | % | 0.66 | % | 1.44 | % | 1.02 | % |
(a) Based on a 21% statutory federal corporate income tax rate.
The return on average assets for the current quarter improved when compared to the linked quarter, due to higher net interest income driven by increases in market interest rates. The increases in the return on average assets for the third quarter of 2022, compared to the third quarter of 2021 and for the first nine months of 2022 compared to the first nine months of 2021, were
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attributable to higher net interest income and non-interest income, which were driven by the recent acquisitions and increases in market interest rates.
Return on Average Tangible Equity Ratio (Non-US GAAP)
The return on average tangible equity ratio is a key financial measure used to monitor performance. This ratio is calculated as annualized net income (less the after-tax impact of amortization of other intangible assets) divided by average tangible equity. This measure is Non-US 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.
Three Months Ended | Nine Months Ended | |||||||||||||||||||
September 30, 2022 | June 30, 2022 | September 30, 2021 | September 30, | |||||||||||||||||
(Dollars in thousands) | 2022 | 2021 | ||||||||||||||||||
Annualized net income (loss) excluding amortization of other intangible assets: | ||||||||||||||||||||
Net income (loss) | $ | 25,978 | $ | 24,888 | $ | (5,758) | $ | 74,443 | $ | 19,808 | ||||||||||
Add: amortization of other intangible assets | 2,023 | 2,034 | 1,279 | 5,765 | 3,267 | |||||||||||||||
Less: tax effect of amortization of other intangible assets (a) | 425 | 427 | 269 | 1,211 | 686 | |||||||||||||||
Net income (loss) excluding amortization of other intangible assets | $ | 27,576 | $ | 26,495 | $ | (4,748) | $ | 78,997 | $ | 22,389 | ||||||||||
Days in the period | 92 | 91 | 92 | 273 | 273 | |||||||||||||||
Days in the year | 365 | 365 | 365 | 365 | 365 | |||||||||||||||
Annualized net income (loss) | $ | 103,065 | $ | 99,825 | $ | (22,844) | $ | 99,530 | $ | 26,483 | ||||||||||
Annualized net income (loss) excluding amortization of other intangible assets | $ | 109,405 | $ | 106,271 | $ | (18,837) | $ | 105,619 | $ | 29,934 | ||||||||||
Average tangible equity: | ||||||||||||||||||||
Total average stockholders' equity | $ | 797,859 | $ | 791,401 | $ | 627,783 | $ | 807,869 | $ | 595,918 | ||||||||||
Less: average goodwill and other intangible assets | 329,482 | 329,243 | 232,361 | 321,043 | 213,232 | |||||||||||||||
Average tangible equity | $ | 468,377 | $ | 462,158 | $ | 395,422 | $ | 486,826 | $ | 382,686 | ||||||||||
Return on total average stockholders' equity ratio: | ||||||||||||||||||||
Annualized net income | $ | 103,065 | $ | 99,825 | $ | (22,844) | $ | 99,530 | $ | 26,483 | ||||||||||
Total average stockholders' equity | $ | 797,859 | $ | 791,401 | $ | 627,783 | $ | 807,869 | $ | 595,918 | ||||||||||
Return on total average stockholders' equity | 12.92 | % | 12.61 | % | (3.64) | % | 12.32 | % | 4.44 | % | ||||||||||
Return on average tangible equity ratio: | ||||||||||||||||||||
Annualized net income (loss) excluding amortization of other intangible assets | $ | 109,405 | $ | 106,271 | $ | (18,837) | $ | 105,619 | $ | 29,934 | ||||||||||
Average tangible equity | $ | 468,377 | $ | 462,158 | $ | 395,422 | $ | 486,826 | $ | 382,686 | ||||||||||
Return on average tangible equity | 23.36 | % | 22.99 | % | (4.76) | % | 21.70 | % | 7.82 | % |
(a) Based on a 21% statutory federal corporate income tax rate.
The return on total average stockholders' equity and average tangible equity ratios were higher in the current quarter and the first nine months of 2022 relative to all prior periods, due to higher total net interest income driven by the recent increases in market interest rates and loans and leases added in the Premier Merger and acquisitions of Vantage and NSL, coupled with higher non-interest income. At the same time, the average tangible equity was negatively impacted by the Vantage acquisition, for which People did not issue any equity, and recorded additional goodwill and other intangible assets.
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FINANCIAL CONDITION
Cash and Cash Equivalents
At September 30, 2022, Peoples' interest-bearing deposits in other banks had decreased $290.1 million from December 31, 2021. Peoples paid $82.9 million in cash for the Vantage acquisition during the first quarter of 2022. The total cash and cash equivalents balance included $36.0 million of excess cash reserves being maintained at the FRB of Cleveland at September 30, 2022, compared to $318.1 million at December 31, 2021. 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 nine months of 2022, Peoples' total cash and cash equivalents decreased $270.5 million as Peoples had $201.6 million and $171.5 million of cash used in investing activities and financing activities, respectively, partially offset by cash provided by operating activities of $102.5 million. Peoples' cash used in investing activities reflected (i) cash outflows for business combinations of $85.8 million, (ii) net cash outflows from available-for-sale investment securities of $74.1 million, (iii) net cash outflows from held-to-maturity investment securities of $35.0 million, and (iv) purchases of bank owned life insurance of $30.0 million, partially offset by cash inflows from a $36.2 million net decrease in loans held for investment. The cash used in financing activities was largely driven by cash outflows from (i) payments on long-term borrowings of $116.4 million, (ii) a net decrease in short-term borrowings of $37.9 million and (iii) cash dividends paid of $31.7 million, partially offset by cash inflows from proceeds on long-term borrowings of $19.0 million.
Further information regarding the management of Peoples' liquidity position can be found later in this discussion under “Interest Rate Sensitivity and Liquidity.”
Investment Securities
The following table provides information regarding Peoples’ investment portfolio:
(Dollars in thousands) | Weighted Average Yield | September 30, 2022 | June 30, 2022 | March 31, 2022 | December 31, 2021 | September 30, 2021 | ||||||||||||||
Available-for-sale securities, at fair value: | ||||||||||||||||||||
Obligations of: | ||||||||||||||||||||
U.S. Treasury and government agencies | 2.79 | % | $ | 172,055 | $ | 175,255 | $ | 167,406 | $ | 35,604 | $ | — | ||||||||
U.S. government sponsored agencies | 1.47 | % | 80,915 | 82,465 | 80,654 | 81,739 | 78,481 | |||||||||||||
States and political subdivisions | 2.74 | % | 230,022 | 249,402 | 231,644 | 259,319 | 252,919 | |||||||||||||
Residential mortgage-backed securities | 1.77 | % | 624,061 | 691,735 | 753,353 | 828,517 | 898,459 | |||||||||||||
Commercial mortgage-backed securities | 1.79 | % | 52,504 | 58,301 | 58,112 | 63,519 | 62,552 | |||||||||||||
Bank-issued trust preferred securities | 3.29 | % | 10,287 | 10,440 | 10,670 | 6,795 | 4,679 | |||||||||||||
Total fair value | $ | 1,169,844 | $ | 1,267,598 | $ | 1,301,839 | $ | 1,275,493 | $ | 1,297,090 | ||||||||||
Total amortized cost | $ | 1,349,800 | $ | 1,389,621 | $ | 1,381,259 | $ | 1,283,146 | $ | 1,294,654 | ||||||||||
Net unrealized (loss) gain | $ | (179,956) | $ | (122,023) | $ | (79,420) | $ | (7,653) | $ | 2,436 | ||||||||||
Held-to-maturity securities, at amortized cost: | ||||||||||||||||||||
Obligations of: | ||||||||||||||||||||
U.S. government sponsored agencies | 2.12 | % | $ | 59,871 | $ | 50,990 | $ | 38,486 | $ | 36,431 | $ | 29,995 | ||||||||
States and political subdivisions (a) | 2.34 | % | 145,252 | 151,034 | 151,217 | 151,402 | 124,181 | |||||||||||||
Residential mortgage-backed securities | 1.84 | % | 111,707 | 112,095 | 115,613 | 110,708 | 41,035 | |||||||||||||
Commercial mortgage-backed securities | 2.02 | % | 90,971 | 86,601 | 79,340 | 75,588 | 47,889 | |||||||||||||
Total amortized cost | $ | 407,801 | $ | 400,720 | $ | 384,656 | $ | 374,129 | $ | 243,100 | ||||||||||
Other investment securities | $ | 39,039 | $ | 41,655 | $ | 41,840 | $ | 33,987 | $ | 34,486 | ||||||||||
Total investment securities: | ||||||||||||||||||||
Amortized cost | $ | 1,796,640 | $ | 1,831,996 | $ | 1,807,755 | $ | 1,691,262 | $ | 1,572,240 | ||||||||||
Carrying value | $ | 1,616,684 | $ | 1,709,973 | $ | 1,728,335 | $ | 1,683,609 | $ | 1,574,676 | ||||||||||
(a)Amortized cost is presented net of the allowance for credit losses of $238 at September 30, 2022, $286 at December 31, 2021 and $236 at September 30, 2021.
For the first quarter of 2022, total investment securities increased compared to the prior quarter, largely due to investments made in U.S. Treasury and government agencies' obligations, in an effort to deploy cash, improve investment yields and reduce risk, partially offset by the reduction in market value of available-for-sale securities driven by the recent increases in market interest rates.
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Additional information regarding Peoples' investment portfolio can be found in "Note 3 Investment Securities" of the Notes to the Unaudited Condensed Consolidated Financial Statements.
Loans
The following table provides information regarding outstanding loan balances:
(Dollars in thousands) | September 30, 2022 | June 30, 2022 | March 31, 2022 | December 31, 2021 | September 30, 2021 | ||||||||||||
Originated loans: | |||||||||||||||||
Construction | $ | 175,388 | $ | 144,062 | $ | 171,934 | $ | 137,437 | $ | 108,334 | |||||||
Commercial real estate, other | 891,576 | 899,774 | 854,721 | 861,610 | 838,333 | ||||||||||||
Commercial real estate | 1,066,964 | 1,043,836 | 1,026,655 | 999,047 | 946,667 | ||||||||||||
Commercial and industrial | 814,593 | 777,050 | 791,307 | 779,064 | 715,169 | ||||||||||||
Premium finance | 167,682 | 152,237 | 145,813 | 136,121 | 134,755 | ||||||||||||
Leases | 178,083 | 149,894 | 97,168 | 69,169 | 49,464 | ||||||||||||
Residential real estate | 381,104 | 373,010 | 364,989 | 350,595 | 334,838 | ||||||||||||
Home equity lines of credit | 124,524 | 115,935 | 107,414 | 104,176 | 98,806 | ||||||||||||
Consumer, indirect | 592,309 | 563,088 | 524,778 | 530,532 | 543,243 | ||||||||||||
Consumer, direct | 99,282 | 95,371 | 87,994 | 81,330 | 80,746 | ||||||||||||
Consumer | 691,591 | 658,459 | 612,772 | 611,862 | 623,989 | ||||||||||||
Deposit account overdrafts | 597 | 851 | 699 | 756 | 927 | ||||||||||||
Total originated loans | $ | 3,425,138 | $ | 3,271,272 | $ | 3,146,817 | $ | 3,050,790 | $ | 2,904,615 | |||||||
Acquired loans (a): | |||||||||||||||||
Construction | $ | 40,233 | $ | 58,526 | $ | 66,371 | $ | 72,795 | $ | 66,450 | |||||||
Commercial real estate, other | 531,903 | 560,249 | 602,511 | 688,471 | 790,783 | ||||||||||||
Commercial real estate | 572,136 | 618,775 | 668,882 | 761,266 | 857,233 | ||||||||||||
Commercial and industrial | 62,879 | 81,402 | 95,844 | 112,328 | 143,369 | ||||||||||||
Premium finance | — | — | — | 15 | — | ||||||||||||
Leases | 134,764 | 164,628 | 169,900 | 53,339 | 61,982 | ||||||||||||
Residential real estate | 352,257 | 369,995 | 391,440 | 421,123 | 433,296 | ||||||||||||
Home equity lines of credit | 50,001 | 53,400 | 54,874 | 59,417 | 62,564 | ||||||||||||
Consumer, indirect | — | — | — | — | 13 | ||||||||||||
Consumer, direct | 14,032 | 16,433 | 19,396 | 23,322 | 27,956 | ||||||||||||
Consumer | 14,032 | 16,433 | 19,396 | 23,322 | 27,969 | ||||||||||||
Total acquired loans | $ | 1,186,069 | $ | 1,304,633 | $ | 1,400,336 | $ | 1,430,810 | $ | 1,586,413 | |||||||
Total loans | $ | 4,611,207 | $ | 4,575,905 | $ | 4,547,153 | $ | 4,481,600 | $ | 4,491,028 | |||||||
Percent of loans to total loans: | |||||||||||||||||
Construction | 4.7 | % | 4.4 | % | 5.2 | % | 4.7 | % | 3.9 | % | |||||||
Commercial real estate, other | 30.9 | % | 32.0 | % | 32.1 | % | 34.7 | % | 36.3 | % | |||||||
Commercial real estate | 35.6 | % | 36.4 | % | 37.3 | % | 39.4 | % | 40.2 | % | |||||||
Commercial and industrial | 19.0 | % | 18.8 | % | 19.5 | % | 19.9 | % | 19.1 | % | |||||||
Premium finance | 3.6 | % | 3.3 | % | 3.2 | % | 3.0 | % | 3.0 | % | |||||||
Leases | 6.8 | % | 6.9 | % | 5.9 | % | 2.7 | % | 2.5 | % | |||||||
Residential real estate | 15.9 | % | 16.2 | % | 16.6 | % | 17.2 | % | 17.1 | % | |||||||
Home equity lines of credit | 3.8 | % | 3.7 | % | 3.6 | % | 3.7 | % | 3.6 | % | |||||||
Consumer, indirect | 12.8 | % | 12.3 | % | 11.5 | % | 11.8 | % | 12.1 | % | |||||||
Consumer, direct | 2.5 | % | 2.4 | % | 2.4 | % | 2.3 | % | 2.4 | % | |||||||
Consumer | 15.3 | % | 14.7 | % | 13.9 | % | 14.1 | % | 14.5 | % | |||||||
Total percentage | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | |||||||
Residential real estate loans being serviced for others | $ | 400,736 | $ | 410,007 | $ | 420,024 | $ | 430,597 | $ | 441,085 | |||||||
(a) Includes all loans acquired, and related loan discount recorded as part of acquisition accounting, 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).
Period-end total loan balances at September 30, 2022 increased $35.3 million compared to June 30, 2022. The increase in the period-end loan and lease balances was primarily driven by increases of (i) $29.2 million in consumer indirect loans, (ii) $19.0 million in commercial and industrial loans, (iii) $15.4 million in premium finance loans and (iv) $13.0 million in construction loans, partially offset by a reduction in other commercial real estate loans of $36.5 million. The acquired loan decrease was driven by pay-offs of
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commercial real estate and commercial and industrial loans acquired in the Premier Merger. The increase of $129.6 million in the period-end loan and lease balances when compared to December 31, 2021 was primarily driven by $154.9 million of leases acquired from Vantage and an increase of $61.8 million in indirect consumer loans, partially offset by a reduction of $126.6 million in other commercial real estate loans. The increase of $120.2 million in the period-end loan and lease balances when compared to September 30, 2021 was driven by increases of (i) $201.4 million in leases, primarily due to the leases acquired from Vantage and growth from the North Star Leasing division, (ii) $49.1 million in indirect consumer loans and (iii) $40.8 million in construction loans, partially offset by a reduction of $205.6 million in other commercial real estate loans.
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 tables provide information regarding the largest concentrations of commercial construction loans and commercial real estate loans within the loan portfolio at September 30, 2022:
(Dollars in thousands) | Outstanding Balance | Loan Commitments | Total Exposure | % of Total | ||||||||||
Construction: | ||||||||||||||
Apartment complexes | $ | 84,808 | $ | 116,756 | $ | 201,564 | 41.9 | % | ||||||
Mixed-use facilities | 29,776 | 13,881 | 43,657 | 9.1 | % | |||||||||
Assisted living facilities and nursing homes | 21,364 | 12,449 | 33,813 | 7.0 | % | |||||||||
Land only | 12,644 | 16,864 | 29,508 | 6.1 | % | |||||||||
Office buildings and complexes | 10,728 | 8,546 | 19,274 | 4.0 | % | |||||||||
Industrial | 7,553 | 5,525 | 13,078 | 2.7 | % | |||||||||
Education Services | 7,355 | 2,826 | 10,181 | 2.1 | % | |||||||||
Other (a) | 41,393 | 88,760 | 130,153 | 27.1 | % | |||||||||
Total construction | $ | 215,621 | $ | 265,607 | $ | 481,228 | 100.0 | % |
(a) All other total exposures by industry are less than 2% of the Total Exposure.
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(Dollars in thousands) | Outstanding Balance | Loan Commitments | Total Exposure | % of Total | ||||||||||
Commercial real estate, other: | ||||||||||||||
Office buildings and complexes: | ||||||||||||||
Owner occupied | $ | 74,674 | $ | 2,508 | $ | 77,182 | 5.2 | % | ||||||
Non-owner occupied | 81,492 | 3,973 | 85,465 | 5.8 | % | |||||||||
Total office buildings and complexes | 156,166 | 6,481 | 162,647 | 11.0 | % | |||||||||
Retail facilities: | ||||||||||||||
Owner occupied | 42,985 | 730 | 43,715 | 3.0 | % | |||||||||
Non-owner occupied | 126,910 | 2,126 | 129,036 | 8.8 | % | |||||||||
Total retail facilities | 169,895 | 2,856 | 172,751 | 11.8 | % | |||||||||
Mixed-use facilities: | ||||||||||||||
Owner occupied | 57,598 | 232 | 57,830 | 3.9 | % | |||||||||
Non-owner occupied | 57,577 | 761 | 58,338 | 4.0 | % | |||||||||
Total mixed-use facilities | 115,175 | 993 | 116,168 | 7.9 | % | |||||||||
Apartment complexes | 91,766 | 2,257 | 94,023 | 6.4 | % | |||||||||
Light industrial facilities: | ||||||||||||||
Owner occupied | 103,689 | 1,730 | 105,419 | 7.2 | % | |||||||||
Non-owner occupied | 38,917 | 3,261 | 42,178 | 2.8 | % | |||||||||
Total light industrial facilities | 142,606 | 4,991 | 147,597 | 10.0 | % | |||||||||
Assisted living facilities and nursing homes | 53,757 | 250 | 54,007 | 3.7 | % | |||||||||
Warehouse facilities: | ||||||||||||||
Owner occupied | 35,924 | 1,852 | 37,776 | 2.5 | % | |||||||||
Non-owner occupied | 28,561 | 211 | 28,772 | 2.0 | % | |||||||||
Total warehouse facilities | 64,485 | 2,063 | 66,548 | 4.5 | % | |||||||||
Lodging and lodging related: | ||||||||||||||
Owner occupied | 14,298 | 1,690 | 15,988 | 1.1 | % | |||||||||
Non-owner occupied | 88,942 | 430 | 89,372 | 6.0 | % | |||||||||
Total lodging and lodging related | 103,240 | 2,120 | 105,360 | 7.1 | % | |||||||||
Education services: | ||||||||||||||
Owner occupied | 17,465 | 98 | 17,563 | 1.2 | % | |||||||||
Non-owner occupied | 21,952 | 4,000 | 25,952 | 1.8 | % | |||||||||
Total education services | 39,417 | 4,098 | 43,515 | 3.0 | % | |||||||||
Healthcare facilities: | ||||||||||||||
Owner occupied | 23,670 | 559 | 24,229 | 1.6 | % | |||||||||
Non-owner occupied | 10,269 | — | 10,269 | 0.7 | % | |||||||||
Total healthcare facilities | 33,939 | 559 | 34,498 | 2.3 | % | |||||||||
Restaurant/bar facilities: | ||||||||||||||
Owner occupied | 21,943 | 50 | 21,993 | 1.5 | % | |||||||||
Non-owner occupied | 11,007 | 298 | 11,305 | 0.8 | % | |||||||||
Total restaurant/bar facilities | 32,950 | 348 | 33,298 | 2.3 | % | |||||||||
Other (a) | 420,083 | 22,117 | 442,200 | 30.0 | % | |||||||||
Total commercial real estate, other | $ | 1,423,479 | $ | 49,133 | $ | 1,472,612 | 100.0 | % | ||||||
(a) All other total exposures by industry are less than 2% of the Total Exposure.
Peoples' commercial lending activities continue to focus on lending opportunities within Ohio, Kentucky, West Virginia, Virginia, Washington, D.C. and Maryland. In all other states, the aggregate outstanding balances of commercial loans in each state were less than 4% of total loans at both September 30, 2022 and December 31, 2021. The repayment of premium finance loans are secured by the underlying insurance policy prepaid premium, and therefore, have no geographical impact from a repayment perspective. The repayment of leases is secured by the underlying equipment collateral and not real estate, which mitigates geographic risk.
Small Business Administration Paycheck Protection Program
In March 2020, the CARES Act created the PPP targeted to provide small businesses with support to cover payroll and certain other specified expenses. Loans made under the PPP are fully guaranteed by the SBA. The PPP loans also afford borrowers forgiveness up to the principal amount of the PPP covered loan, plus accrued interest, if the loan proceeds are used to retain workers and maintain payroll and/or to make certain mortgage interest, lease and utility payments, and certain other criteria are satisfied. The
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SBA will reimburse PPP lenders for any amount of a PPP covered loan that is forgiven, and PPP lenders will not be held liable for any representations made by PPP borrowers in connection with their requests for loan forgiveness.
Peoples is a PPP participating lender, and the PPP loans originated are included in commercial and industrial loans. Peoples also recorded deferred loan origination fees related to the PPP loans, net of deferred loan origination costs, which will be amortized over the life of the respective loans, or until forgiven by the SBA, and will be recognized in net interest income. The following table details Peoples' PPP loan balances and related income:
(Dollars in millions) | September 30, 2022 | June 30, 2022 | March 31, 2022 | December 31, 2021 | September 30, 2021 | ||||||||||||
PPP aggregate outstanding principal balances | $ | 3.8 | $ | 15.2 | $ | 42.9 | $ | 89.3 | $ | 139.8 | |||||||
PPP net deferred loan origination fees | 0.1 | 0.4 | 1.0 | 2.2 | 4.0 | ||||||||||||
Accretion of net deferred loan origination fees | 0.4 | 0.6 | 1.2 | 1.8 | 3.1 |
Allowance for Credit Losses
The amount of the allowance for credit 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 expected within the loan portfolio.
The following details management's allocation of the allowance for credit losses:
(Dollars in thousands) | September 30, 2022 | June 30, 2022 | March 31, 2022 | December 31, 2021 | September 30, 2021 | ||||||||||||
Construction | $ | 1,464 | $ | 1,531 | $ | 2,731 | $ | 2,999 | $ | 3,436 | |||||||
Commercial real estate, other | 17,695 | 18,708 | 21,055 | 29,147 | 35,816 | ||||||||||||
Commercial and industrial | 8,611 | 8,572 | 10,114 | 11,063 | 13,378 | ||||||||||||
Premium finance | 553 | 311 | 345 | 379 | 1,137 | ||||||||||||
Leases | 7,890 | 7,585 | 5,875 | 4,797 | 4,505 | ||||||||||||
Residential real estate | 6,464 | 6,332 | 6,495 | 7,233 | 9,568 | ||||||||||||
Home equity lines of credit | 1,644 | 1,699 | 1,894 | 2,005 | 2,224 | ||||||||||||
Consumer, indirect | 6,912 | 6,234 | 5,172 | 5,326 | 6,160 | ||||||||||||
Consumer, direct | 1,592 | 1,321 | 1,036 | 961 | 1,079 | ||||||||||||
Deposit account overdrafts | 41 | 53 | 51 | 57 | 79 | ||||||||||||
Allowance for credit losses | $ | 52,866 | $ | 52,346 | $ | 54,768 | $ | 63,967 | $ | 77,382 | |||||||
As a percent of total loans | 1.15 | % | 1.14 | % | 1.20 | % | 1.43 | % | 1.72 | % |
The increase in the allowance for credit losses at September 30, 2022 compared to June 30, 2022, was largely attributable to the deterioration of macro-economic conditions, partially offset by a reduction in reserves for individually analyzed loans. The reduction in the allowance for credit losses at September 30, 2022 compared to December 31, 2021 was due to improvements in economic forecasts and loss drivers, along with reductions in loan balances from acquired loans due to pay-offs during the quarter. Peoples recorded $0.8 million of provision for credit losses to establish the allowance for credit losses for non-purchase credit deteriorated leases acquired from Vantage.
The higher allowance for credit losses at September 30, 2021 when compared to all other comparative periods was related to the provision for credit losses recorded in the amount of $11.0 million in order to establish an allowance for credit losses for non-purchased credit deteriorated loans of $10.6 million, and a liability for unfunded commitments of $0.4 million, both relating to the Premier Merger. Peoples also recorded a $22.3 million increase in the allowance for credit losses during the third quarter of 2021 related to the purchased credit deteriorated loans acquired from Premier.
Additional information regarding Peoples' allowance for credit losses can be found in "Note 1 Summary of Significant Accounting Policies" in Peoples' 2021 Form 10-K and "Note 4 Loans and Leases" of the Notes to the Unaudited Condensed Consolidated Financial Statements.
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The following table summarizes Peoples’ net charge-offs and recoveries:
Three Months Ended | |||||||||||||||||
(Dollars in thousands) | September 30, 2022 | June 30, 2022 | March 31, 2022 | December 31, 2021 | September 30, 2021 | ||||||||||||
Gross charge-offs: | |||||||||||||||||
Commercial real estate, other | $ | 57 | $ | 22 | $ | 278 | $ | 226 | $ | — | |||||||
Commercial and industrial | 36 | 420 | 463 | 105 | 654 | ||||||||||||
Premium finance | 38 | 30 | 14 | 15 | 7 | ||||||||||||
Leases | 731 | 493 | 473 | 478 | 431 | ||||||||||||
Residential real estate | 168 | 47 | 309 | 72 | 44 | ||||||||||||
Home equity lines of credit | 5 | 25 | 16 | 1 | 180 | ||||||||||||
Consumer, indirect | 600 | 449 | 385 | 566 | 416 | ||||||||||||
Consumer, direct | 81 | 60 | 136 | 56 | 29 | ||||||||||||
Consumer | 681 | 509 | 521 | 622 | 445 | ||||||||||||
Deposit account overdrafts | 274 | 405 | 259 | 248 | 135 | ||||||||||||
Total gross charge-offs | $ | 1,990 | $ | 1,951 | $ | 2,333 | $ | 1,767 | $ | 1,896 | |||||||
Recoveries: | |||||||||||||||||
Commercial real estate, other | $ | 39 | $ | 176 | $ | 49 | $ | 196 | $ | 4 | |||||||
Commercial and industrial | 3 | 2 | 4 | 4 | 4 | ||||||||||||
Premium finance | 1 | 8 | — | — | — | ||||||||||||
Leases | 99 | 64 | 176 | 109 | 120 | ||||||||||||
Residential real estate | 36 | 14 | 14 | 40 | 48 | ||||||||||||
Home equity lines of credit | — | — | 29 | — | 37 | ||||||||||||
Consumer, indirect | 71 | 83 | 86 | 42 | 43 | ||||||||||||
Consumer, direct | 9 | 11 | 11 | 58 | 17 | ||||||||||||
Consumer | 80 | 94 | 97 | 100 | 60 | ||||||||||||
Deposit account overdrafts | 44 | 52 | 54 | 42 | 37 | ||||||||||||
Total recoveries | $ | 302 | $ | 410 | $ | 423 | $ | 491 | $ | 310 | |||||||
Net charge-offs (recoveries): | |||||||||||||||||
Commercial real estate, other | $ | 18 | $ | (154) | $ | 229 | $ | 30 | $ | (4) | |||||||
Commercial and industrial | 33 | 418 | 459 | 101 | 650 | ||||||||||||
Premium finance | 37 | 22 | 14 | 15 | 7 | ||||||||||||
Leases | 632 | 429 | 297 | 369 | 311 | ||||||||||||
Residential real estate | 132 | 33 | 295 | 32 | (4) | ||||||||||||
Home equity lines of credit | 5 | 25 | (13) | 1 | 143 | ||||||||||||
Consumer, indirect | 529 | 366 | 299 | 524 | 373 | ||||||||||||
Consumer, direct | 72 | 49 | 125 | (2) | 12 | ||||||||||||
Consumer | 601 | 415 | 424 | 522 | 385 | ||||||||||||
Deposit account overdrafts | 230 | 353 | 205 | 206 | 98 | ||||||||||||
Total net charge-offs | $ | 1,688 | $ | 1,541 | $ | 1,910 | $ | 1,276 | $ | 1,586 | |||||||
Ratio of net charge-offs to average total loans (annualized): | |||||||||||||||||
Commercial real estate, other | — | % | (0.01) | % | 0.02 | % | — | % | — | % | |||||||
Commercial and industrial | — | % | 0.04 | % | 0.03 | % | 0.01 | % | 0.08 | % | |||||||
Leases | 0.06 | % | 0.04 | % | 0.03 | % | 0.03 | % | 0.03 | % | |||||||
Residential real estate | 0.01 | % | — | % | 0.03 | % | — | % | — | % | |||||||
Home equity lines of credit | — | % | — | % | — | % | — | % | 0.02 | % | |||||||
Consumer, indirect | 0.05 | % | 0.03 | % | 0.03 | % | 0.05 | % | 0.04 | % | |||||||
Consumer, direct | 0.01 | % | 0.01 | % | 0.01 | % | — | % | — | % | |||||||
Consumer | 0.06 | % | 0.04 | % | 0.04 | % | 0.05 | % | 0.04 | % | |||||||
Deposit account overdrafts | 0.02 | % | 0.03 | % | 0.02 | % | 0.02 | % | 0.01 | % | |||||||
Total | 0.15 | % | 0.14 | % | 0.17 | % | 0.11 | % | 0.18 | % |
Each with "--%" not meaningful.
Net charge-offs during the third quarter of 2022 were 0.15% of average total loans on an annualized basis. Peoples has anticipated an increase in the net charge-offs to average total loans, as recent periods have been below historical levels. The increase for the current quarter when compared to the linked quarter was driven by higher charge-offs on leases, consumer loans, and other
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commercial real estate loans, substantially offset by less charge-offs on commercial and industrial loans and deposit account overdrafts. The decrease in net charge-offs during the current quarter versus the prior year quarter was primarily attributable to one commercial and industrial loan charge-off of $500,000 during the third quarter of 2021.
The following table details Peoples’ nonperforming assets:
(Dollars in thousands) | September 30, 2022 | June 30, 2022 | March 31, 2022 | December 31, 2021 | September 30, 2021 | ||||||||||||
Loans 90+ days past due and accruing: | |||||||||||||||||
Construction | $ | — | $ | — | $ | — | $ | 90 | $ | — | |||||||
Commercial real estate, other | 1,472 | 330 | 603 | 689 | 1,912 | ||||||||||||
Commercial and industrial | 266 | 89 | 53 | 1,139 | 98 | ||||||||||||
Premium finance | 308 | 304 | 613 | 865 | 368 | ||||||||||||
Leases | 4,654 | 5,722 | 3,921 | — | 1,736 | ||||||||||||
Residential real estate | 1,499 | 1,687 | 677 | 805 | 1,156 | ||||||||||||
Home equity lines of credit | 23 | 89 | 75 | 50 | 61 | ||||||||||||
Consumer, indirect | 195 | 15 | 17 | — | — | ||||||||||||
Consumer, direct | 7 | — | — | 85 | 32 | ||||||||||||
Consumer | 202 | 15 | 17 | 85 | 32 | ||||||||||||
Total loans 90+ days past due and accruing | $ | 8,424 | $ | 8,236 | $ | 5,959 | $ | 3,723 | $ | 5,363 | |||||||
Nonaccrual loans: | |||||||||||||||||
Construction | $ | 2 | $ | 5 | $ | 6 | $ | 6 | $ | — | |||||||
Commercial real estate, other | 9,513 | 11,795 | 14,745 | 16,849 | 17,207 | ||||||||||||
Commercial and industrial | 2,055 | 1,748 | 2,394 | 2,505 | 4,133 | ||||||||||||
Leases | 2,094 | 1,573 | 1,731 | 1,581 | 1,411 | ||||||||||||
Residential real estate | 7,113 | 7,463 | 7,459 | 8,016 | 8,046 | ||||||||||||
Home equity lines of credit | 615 | 567 | 604 | 687 | 661 | ||||||||||||
Consumer, indirect | 1,455 | 1,351 | 1,408 | 1,302 | 850 | ||||||||||||
Consumer, direct | 158 | 166 | 231 | 273 | 177 | ||||||||||||
Consumer | 1,613 | 1,517 | 1,639 | 1,575 | 1,027 | ||||||||||||
Total nonaccrual loans | $ | 23,005 | $ | 24,668 | $ | 28,578 | $ | 31,219 | $ | 32,485 | |||||||
Nonaccrual troubled debt restructurings ("TDRs"): | |||||||||||||||||
Commercial real estate, other | $ | 2,403 | $ | 2,458 | $ | 197 | $ | 218 | $ | 94 | |||||||
Commercial and industrial | 330 | 101 | 999 | 1,067 | 1,223 | ||||||||||||
Residential real estate | 1,615 | 1,731 | 1,676 | 1,631 | 1,689 | ||||||||||||
Home equity lines of credit | 306 | 323 | 333 | 352 | 315 | ||||||||||||
Consumer, indirect | 172 | 207 | 220 | 272 | 219 | ||||||||||||
Consumer, direct | — | — | — | 6 | 9 | ||||||||||||
Consumer | 172 | 207 | 220 | 278 | 228 | ||||||||||||
Total nonaccrual TDRs | $ | 4,826 | $ | 4,820 | $ | 3,425 | $ | 3,546 | $ | 3,549 | |||||||
Total nonperforming loans ("NPLs") | $ | 36,255 | $ | 37,724 | $ | 37,962 | $ | 38,488 | $ | 41,397 | |||||||
OREO: | |||||||||||||||||
Commercial | $ | 8,730 | $ | 9,065 | $ | 9,106 | $ | 9,105 | $ | 10,804 | |||||||
Residential | 110 | 145 | 301 | 391 | 464 | ||||||||||||
Total OREO | $ | 8,840 | $ | 9,210 | $ | 9,407 | $ | 9,496 | $ | 11,268 | |||||||
Total nonperforming assets ("NPAs") | $ | 45,095 | $ | 46,934 | $ | 47,369 | $ | 47,984 | $ | 52,665 | |||||||
Criticized loans (a) | $ | 164,775 | $ | 181,395 | $ | 190,315 | $ | 194,016 | $ | 234,845 | |||||||
Classified loans (b) | 94,848 | 115,483 | 109,530 | 106,547 | 142,628 |
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(Dollars in thousands) | September 30, 2022 | June 30, 2022 | March 31, 2022 | December 31, 2021 | September 30, 2021 | ||||||||||||
Asset Quality Ratios (c): | |||||||||||||||||
Nonaccrual loans as a percent of total loans (d) | 0.60 | % | 0.64 | % | 0.70 | % | 0.78 | % | 0.80 | % | |||||||
NPLs as a percent of total loans (d) | 0.79 | % | 0.82 | % | 0.83 | % | 0.86 | % | 0.92 | % | |||||||
NPAs as a percent of total assets (d) | 0.64 | % | 0.64 | % | 0.65 | % | 0.68 | % | 0.75 | % | |||||||
NPAs as a percent of total loans and OREO (d) | 0.98 | % | 1.02 | % | 1.04 | % | 1.07 | % | 1.17 | % | |||||||
Allowance for credit losses as a percent of nonaccrual loans | 189.95 | % | 177.52 | % | 171.13 | % | 184.00 | % | 214.75 | % | |||||||
Allowance for credit losses as a percent of NPLs (d) | 145.82 | % | 138.76 | % | 144.27 | % | 166.20 | % | 186.93 | % | |||||||
Criticized loans as a percent of total loans (a) | 3.57 | % | 3.96 | % | 4.19 | % | 4.33 | % | 5.23 | % | |||||||
Classified loans as a percent of total loans (b) | 2.06 | % | 2.52 | % | 2.41 | % | 2.38 | % | 3.18 | % | |||||||
(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 ("NPL") include loans 90+ days past due and accruing, TDRs and nonaccrual loans. Nonperforming assets ("NPA") include nonperforming loans and OREO.
Compared to June 30, 2022, Peoples' NPAs remained at 0.64% of total assets. Loans 90+ days past due and accruing increased compared to December 31, 2021, mostly due to the Vantage acquisition. During the third quarter of 2022, criticized loans declined $16.6 million, while classified loans declined $20.6 million when compared to the linked quarter. The third quarter of 2021 was impacted by NPAs, criticized loans and classified loans acquired in the Premier Merger.
On March 22, 2020, federal and state government banking regulators issued a joint statement, with which the FASB concurred as to the approach, regarding accounting for loan modifications for borrowers affected by COVID-19. In this guidance, short-term modifications, made on a good faith basis in response to COVID-19, to borrowers who were current prior to any relief, are not considered TDRs. This includes short-term modifications such as payment deferrals, fee waivers, extensions of repayment terms, or other delays in payment which are insignificant. Under the guidance, borrowers that are considered to be current are those that were less than 30 days past due on their contractual payments at the time a modification program is implemented. In addition, modification or deferral programs mandated by the U.S. federal government or any state government related to COVID-19 are not TDRs within the scope of ASC 310-40.
On August 3, 2020, federal and state banking regulators issued a joint statement, encouraging financial institutions to consider prudent accommodation options to mitigate losses for the borrower and financial institution beyond the initial accommodation period. In this guidance, institutions should also provide consumers with available options for repaying missed payments at the end of their accommodation to avoid delinquencies, as well as options for changes to terms to support sustainable and affordable payments for the long term. These considerations should also include prudent risk management practices at the financial institution based on the credit risk of the borrower. Peoples is actively working with its customers to address any further accommodation needs while carefully evaluating the associated credit risk of the borrowers.
Deposits
The following table details Peoples’ deposit balances:
(Dollars in thousands) | September 30, 2022 | June 30, 2022 | March 31, 2022 | December 31, 2021 | September 30, 2021 | ||||||||||||
Non-interest-bearing deposits (a) | $ | 1,635,953 | $ | 1,661,865 | $ | 1,666,668 | $ | 1,641,422 | $ | 1,559,993 | |||||||
Interest-bearing deposits: | |||||||||||||||||
Interest-bearing demand accounts (a) | 1,162,012 | 1,143,010 | 1,179,199 | 1,167,460 | 1,140,639 | ||||||||||||
Savings accounts | 1,077,383 | 1,080,053 | 1,065,678 | 1,036,738 | 1,016,755 | ||||||||||||
Retail certificates of deposit ("CDs") | 544,741 | 584,259 | 612,936 | 643,759 | 691,680 | ||||||||||||
Money market deposit accounts | 624,708 | 645,242 | 656,266 | 651,169 | 637,635 | ||||||||||||
Governmental deposit accounts | 734,734 | 728,057 | 734,784 | 617,259 | 679,305 | ||||||||||||
Brokered deposits | 86,089 | 86,739 | 87,395 | 104,745 | 106,013 | ||||||||||||
Total interest-bearing deposits | 4,229,667 | 4,267,360 | 4,336,258 | 4,221,130 | 4,272,027 | ||||||||||||
Total deposits | $ | 5,865,620 | $ | 5,929,225 | $ | 6,002,926 | $ | 5,862,552 | $ | 5,832,020 | |||||||
Demand deposits as a percent of total deposits | 48 | % | 47 | % | 47 | % | 48 | % | 46 | % | |||||||
(a)The sum of amounts presented is considered total demand deposits.
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At September 30, 2022, period-end deposits decreased $63.6 million, or 1%, compared to June 30, 2022, and increased $33.6 million, or 1%, compared to September 30, 2021. The decrease when compared to the linked period was primarily driven by a reduction of (i) $39.5 million in retail certificates of deposits, (ii) $20.5 million in money market deposits, and (iii) $25.9 million in non-interest bearing checking accounts. Total deposits in periods presented through March 31, 2022, were higher due to customers maintaining larger balances, as a result of PPP loan proceeds, fiscal stimulus payments and changes in customer spending habits in light of the COVID-19 pandemic. In quarterly periods prior to June 30, 2022, Peoples experienced increases in most low-cost deposit categories.
As part of its funding strategy, Peoples hedges 90-day brokered deposits with interest rate swaps. The swaps pay a fixed rate of interest while receiving three-month LIBOR, which offsets the rate on the brokered deposits. As of September 30, 2022, Peoples had thirteen effective interest rate swaps, with an aggregate notional value of $125.0 million, of which $85.0 million were designated as cash flow hedges of overnight brokered deposits, which are expected to be extended every 90 days through the maturity dates of the swaps. The remaining $40.0 million of interest rate swaps hedged 90-day FHLB advances, which are also expected to be extended every 90 days through the maturity dates of the swaps. Peoples continually evaluates the overall balance sheet position given the interest rate environment.
Borrowed Funds
The following table details Peoples’ short-term and long-term borrowings:
(Dollars in thousands) | September 30, 2022 | June 30, 2022 | March 31, 2022 | December 31, 2021 | September 30, 2021 | ||||||||||||
Short-term borrowings: | |||||||||||||||||
FHLB 90-day advances | $ | 40,000 | $ | 40,000 | $ | 40,000 | $ | 40,000 | $ | 50,000 | |||||||
Current portion of long-term FHLB advances | — | — | 15,000 | 15,000 | 15,000 | ||||||||||||
Retail repurchase agreements | 98,611 | 286,442 | 89,275 | 111,482 | 119,693 | ||||||||||||
Total short-term borrowings | $ | 133,611 | $ | 326,442 | $ | 144,275 | $ | 166,482 | $ | 184,693 | |||||||
Long-term borrowings: | |||||||||||||||||
FHLB advances | $ | 34,662 | $ | 35,348 | $ | 85,564 | $ | 85,825 | $ | 86,483 | |||||||
Vantage non-recourse debt | 55,781 | 74,622 | 102,364 | — | — | ||||||||||||
Junior subordinated debt securities | 13,753 | 13,717 | 13,682 | 13,650 | 12,928 | ||||||||||||
Total long-term borrowings | $ | 104,196 | $ | 123,687 | $ | 201,610 | $ | 99,475 | $ | 99,411 | |||||||
Total borrowed funds | $ | 237,807 | $ | 450,129 | $ | 345,885 | $ | 265,957 | $ | 284,104 |
Borrowed funds, in total, which include overnight borrowings, are mainly a function of loan growth and changes in total deposit balances. Total borrowed funds decreased compared to June 30, 2022, due to a large individual customer deposit during the period ended June 30, 2022, thereby increasing retail repurchase agreements at June 30, 2022.
Capital/Stockholders’ Equity
At September 30, 2022, 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 of 2.50%, which applies to the common equity tier 1 ("CET1") ratio, the tier 1 capital ratio and the total risk-based capital ratio. At September 30, 2022, Peoples had a capital conservation buffer of 4.98%.
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The following table details Peoples' risk-based capital levels and corresponding ratios:
(Dollars in thousands) | September 30, 2022 | June 30, 2022 | March 31, 2022 | December 31, 2021 | September 30, 2021 | ||||||||||||
Capital Amounts: | |||||||||||||||||
Common Equity Tier 1 | $ | 584,880 | $ | 564,708 | $ | 547,215 | $ | 577,565 | $ | 567,172 | |||||||
Tier 1 | 598,633 | 578,425 | 560,897 | 591,215 | 580,100 | ||||||||||||
Total (Tier 1 and Tier 2) | 643,189 | 622,516 | 607,493 | 648,948 | 637,802 | ||||||||||||
Net risk-weighted assets | $ | 4,955,627 | $ | 4,857,818 | $ | 4,752,428 | $ | 4,614,258 | $ | 4,611,321 | |||||||
Capital Ratios: | |||||||||||||||||
Common Equity Tier 1 | 11.80 | % | 11.62 | % | 11.51 | % | 12.52 | % | 12.30 | % | |||||||
Tier 1 | 12.08 | % | 11.91 | % | 11.80 | % | 12.81 | % | 12.58 | % | |||||||
Total (Tier 1 and Tier 2) | 12.98 | % | 12.81 | % | 12.78 | % | 14.06 | % | 13.83 | % | |||||||
Tier 1 leverage ratio | 8.64 | % | 8.38 | % | 8.29 | % | 8.67 | % | 11.20 | % |
Peoples' regulatory capital and related ratio levels improved during the third quarter of 2022 when compared to the linked quarter driven by higher net interest income. The ratios were negatively impacted at March 31, 2022 by the cash acquisition of Vantage, for which Peoples recorded goodwill and intangible assets. The impact of the Vantage acquisition was partially offset by net income exceeding dividends declared during the period ended March 31, 2022.
In addition to traditional capital measurements, management uses tangible capital measures to evaluate the adequacy of Peoples' stockholders' equity. Such ratios represent Non-US 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-US GAAP financial measures to amounts reported in Peoples' Unaudited Condensed Consolidated Financial Statements:
(Dollars in thousands) | September 30, 2022 | June 30, 2022 | March 31, 2022 | December 31, 2021 | September 30, 2021 | ||||||||||||
Tangible equity: | |||||||||||||||||
Total stockholders' equity | $ | 760,511 | $ | 786,824 | $ | 808,340 | $ | 845,025 | $ | 831,882 | |||||||
Less: goodwill and other intangible assets | 328,428 | 328,132 | 341,865 | 291,009 | 295,415 | ||||||||||||
Tangible equity | $ | 432,083 | $ | 458,692 | $ | 466,475 | $ | 554,016 | $ | 536,467 | |||||||
Tangible assets: | |||||||||||||||||
Total assets | $ | 7,005,854 | $ | 7,278,292 | $ | 7,239,261 | $ | 7,063,521 | $ | 7,059,752 | |||||||
Less: goodwill and other intangible assets | 328,428 | 328,132 | 341,865 | 291,009 | 295,415 | ||||||||||||
Tangible assets | $ | 6,677,426 | $ | 6,950,160 | $ | 6,897,396 | $ | 6,772,512 | $ | 6,764,337 | |||||||
Tangible book value per common share: | |||||||||||||||||
Tangible equity | $ | 432,083 | $ | 458,692 | $ | 466,475 | $ | 554,016 | $ | 536,467 | |||||||
Common shares outstanding | 28,278,078 | 28,290,115 | 28,453,175 | 28,297,771 | 28,265,791 | ||||||||||||
Tangible book value per common share | $ | 15.28 | $ | 16.21 | $ | 16.39 | $ | 19.58 | $ | 18.98 | |||||||
Tangible equity to tangible assets ratio: | |||||||||||||||||
Tangible equity | $ | 432,083 | $ | 458,692 | $ | 466,475 | $ | 554,016 | $ | 536,467 | |||||||
Tangible assets | $ | 6,677,426 | $ | 6,950,160 | $ | 6,897,396 | $ | 6,772,512 | $ | 6,764,337 | |||||||
Tangible equity to tangible assets | 6.47 | % | 6.60 | % | 6.76 | % | 8.18 | % | 7.93 | % | |||||||
Tangible book value per common share declined to $15.28 at September 30, 2022, compared to $16.21 at June 30, 2022. The change in tangible book value per common share was due to tangible equity declining during the three months ended September 30, 2022 as a result of other comprehensive losses recognized on available-for-sale investment securities, which were driven by changes in market interest rates. Also contributing to the declines in tangible book value per common share when compared to December 31, 2021 and September 30, 2021, were $123.3 million and $129.0 million increases in accumulated other comprehensive losses,
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respectively. The other comprehensive losses were the result of the changes in the market value of available-for-sale investment securities, which were driven by changes in market interest rates.
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 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 asset-liability management function is intended to guide management in the acquisition and disposition of earning assets and selection of appropriate funding sources.
Interest Rate Risk
Interest rate risk ("IRR") is one of the most significant risks arising in the normal course of business of financial services companies like Peoples. IRR is the potential for economic loss due to future interest rate changes that can impact the earnings stream, as well as market values, of financial assets and liabilities. Peoples' exposure to IRR is due primarily to differences in the maturity or repricing of earning assets and interest-bearing liabilities. In addition, other factors, such as prepayments of loans and investment securities, or early withdrawal of deposits, can affect Peoples' exposure 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 largely unchanged from those disclosed in Peoples' 2021 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 with balances held constant (dollars in thousands):
Increase (Decrease) in Interest Rate | Estimated Increase (Decrease) in Net Interest Income | Estimated Decrease in Economic Value of Equity | |||||||||||||||||||||||||||||||||||||||
(in Basis Points) | September 30, 2022 | December 31, 2021 | September 30, 2022 | December 31, 2021 | |||||||||||||||||||||||||||||||||||||
300 | $ | 21,345 | 7.6 | % | $ | 24,903 | 11.7 | % | $ | (37,180) | (2.5) | % | $ | (24,232) | (2.0) | % | |||||||||||||||||||||||||
200 | 14,165 | 5.0 | % | 16,312 | 7.7 | % | (25,394) | (1.7) | % | (16,541) | (1.3) | % | |||||||||||||||||||||||||||||
100 | 7,036 | 2.5 | % | 7,899 | 3.7 | % | (13,399) | (0.9) | % | (5,308) | (0.4) | % | |||||||||||||||||||||||||||||
(100) | (14,926) | (5.3) | % | (8,615) | (4.1) | % | (46,191) | (3.1) | % | (91,568) | (7.4) | % | |||||||||||||||||||||||||||||
Estimated changes in net interest income and the 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, as well as assumptions regarding prepayment speeds on mortgage-backed securities. These and other modeling assumptions are monitored closely by Peoples on an ongoing basis.
With respect to investment prepayment speeds, the assumptions used are the results of a third-party prepayment model which projects the rate at which the underlying mortgages will prepay. These prepayment speeds affect the amounts forecasted for cash flow reinvestment, premium amortization, and discount accretion in interest rate risk modeling results. This prepayment activity is generally the result of refinancing activity and tends to increase as longer-term interest rates decline, and decrease as interest rates increase. The assumptions in the interest rate risk model could be incorrect, leading to either a lesser or greater impact on net interest income or asset duration.
While parallel interest rate shock scenarios are useful in assessing the level of IRR inherent in the balance sheet, interest rates typically move in a nonparallel manner with differences in the timing, direction and magnitude of changes in short-term and long-term interest rates. Thus, any benefit that might occur as a result of the Federal Reserve increasing short-term interest rates in the future could be offset by an inverse movement in long-term interest rates, and vice versa. For this reason, Peoples considers other interest rate scenarios in addition to analyzing the impact of parallel yield curve shifts. These include various flattening and steepening scenarios in which short-term and long-term interest rates move in different directions with varying magnitude. Peoples believes these scenarios to be more reflective of how interest rates change versus the severe parallel rate shocks described above. Given the shape of market yield curves at September 30, 2022, consideration of the bear steepener or inversion scenarios provide insights which are not captured by parallel shifts.
The bear steepener scenario highlights the risk to net interest income and economic value of equity when short-term interest rates remain constant while long-term interest rates rise. In such a scenario, Peoples' deposit and borrowing costs, which are generally correlated with short-term interest rates, remain constant, while asset yields, which are correlated with long-term interest rates, rise. At September 30, 2022 the bear steepener scenario produced no change to net interest income and increased the economic value of equity by 3.4%.
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As of September 30, 2022, the yield curve was relatively flat with some inversion. A notable non-parallel shift scenario would be a continued increase in short-term interest rates relative to long-term interest rates in which the yield curve would further invert. As of September 30, 2022 this inversion scenario would have resulted in an increase in net interest income and decrease the economic value of equity of 1.1% and (1.9)%, respectively. Peoples was within its policy limitations for this alternative scenario as of September 30, 2022, which set the maximum allowable downside exposure as 5.0% of net interest income and 10.0% of the economic value of equity
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 September 30, 2022, Peoples had entered into thirteen interest rate swap contracts with an aggregate notional value of $125.0 million. Additional information regarding Peoples’ interest rate swaps can be found in “Note 10 Derivative Financial Instruments” of the Notes to the Unaudited Condensed Consolidated Financial Statements.
At September 30, 2022, Peoples' Unaudited Consolidated Balance Sheet was positioned to benefit from rising interest rates in terms of the potential impact on net interest income. The table above illustrates this point as changes to net interest income increase in the rising rate scenarios. While the heavy concentration of floating rate loans remains the largest contributor to the level of asset sensitivity, the decrease in economic value of equity asset sensitivity, as measured, from December 31, 2021 was largely attributable to increased effective duration in the investment securities portfolio.
Liquidity
In addition to IRR management, another major objective of the ALCO is to maintain a sufficient level of liquidity. The methods used by the ALCO to monitor and evaluate the adequacy of Peoples Bank's liquidity position remain unchanged from those disclosed in Peoples' 2021 Form 10-K.
At September 30, 2022, Peoples Bank had liquid assets of $171.2 million, which represented 2.2% of total assets and unfunded loan commitments. Peoples also had an additional $231.0 million of unpledged investment securities not included in the measurement of liquid assets.
Management believes the current mix of short-term liquidity sources, loan and security portfolio cash flows, and 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 Unaudited Condensed 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.
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The following table details the total contractual amount of loan commitments and standby letters of credit:
(Dollars in thousands) | September 30, 2022 | June 30, 2022 | March 31, 2022 | December 31, 2021 | September 30, 2021 | ||||||||||||
Home equity lines of credit | $ | 194,685 | $ | 188,803 | $ | 184,616 | $ | 177,262 | $ | 177,963 | |||||||
Unadvanced construction loans | 320,825 | 237,129 | 203,719 | 227,135 | 271,483 | ||||||||||||
Other loan commitments | 653,384 | 566,624 | 616,696 | 577,170 | 646,374 | ||||||||||||
Loan commitments | $ | 1,168,894 | $ | 992,556 | $ | 1,005,031 | $ | 981,567 | $ | 1,095,820 | |||||||
Standby letters of credit | $ | 15,096 | $ | 15,977 | $ | 12,729 | $ | 12,805 | $ | 12,358 |
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 CONDITION AND RESULTS OF OPERATIONS” in this Form 10-Q, and is incorporated herein by reference.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Peoples' management, with the participation of Peoples' President and Chief Executive Officer and Peoples’ Executive Vice President, Chief Financial Officer and Treasurer, has evaluated the effectiveness of Peoples’ disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of September 30, 2022. 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 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 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)as previously disclosed within "ITEM 9A. CONTROLS AND PROCEDURES" of Peoples' 2021 Form 10-K, Peoples did not design effective controls supporting acquired purchased credit deteriorated loan accounting and the related allowance for credit losses aggregated to a material weakness in internal control over financial reporting; and
(d)as part of Peoples' efforts to remediate the material weakness described above, new controls and procedures have been designed and are in process of being implemented. Therefore, Peoples' President and Chief Executive Officer, and its Executive Vice President, Chief Financial Officer and Treasurer concluded that, as of September 30, 2022, Peoples' disclosure controls and procedures were not effective. Despite the foregoing, Peoples' management has concluded the financial statements fairly present in all material respects, Peoples' financial position, results of operations and cash flows as of the dates, and for the periods presented in this Form 10-Q, in conformity with US GAAP.
Changes in Internal Control Over Financial Reporting
The remediation activities described above, and discussed in further detail in "ITEM 9A. CONTROLS AND PROCEDURES" of Peoples' 2021 Form 10-K and under "ITEM 1A. RISK FACTORS" in Part II of Peoples' Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022, are 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 September 30, 2022. These changes may materially affect, or are reasonably likely to materially affect, Peoples’ internal control over financial reporting.
PART II - OTHER INFORMATION
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
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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 disclosure below supplements the risk factors previously disclosed under “ITEM 1A. RISK FACTORS” of Part I of Peoples’ 2021 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. In the third quarter of 2022, we identified the following additional risk factor:
Economic, Political, Environmental and Market Risks
•Instability in global economic conditions and geopolitical matters, as well as volatility in financial markets, could have a material adverse effect on the Company's results of operations and financial condition.
Instability in global economic conditions and geopolitical matters, as well as volatility in financial markets, could have a material adverse effect on the Peoples' results of operations and financial condition. The macroeconomic environment in the United States is susceptible to global events and volatility in financial markets. For example, global demand for products continues to exceed supply during the economic recovery from the COVID-19 pandemic, creading significant inflationary pressures which, in turn, may adversly impact consumer and business confidence and regional and global economic conditions, as well as Peoples' financial condition and results of operations. In addition, trade negotiations between the U.S. and other nations remain uncertain and could adversely impact economic and market conditions for Peoples and its clients and counterparties.
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 Exchange Act of Peoples’ common shares during the three months ended September 30, 2022:
Period | Total Number of Common Shares Purchased | Average Price Paid per Common Share | Total Number of Common Shares Purchased as Part of Publicly Announced Plans or Programs (1) | Maximum Number (or Approximate Dollar Value) of Common Shares that May Yet Be Purchased Under the Plans or Programs (1) | ||||||||||||||||
July 1 – 31, 2022 | 1,800 | (1) | $ | 27.53 | (1) | — | $ | 24,023,642 | ||||||||||||
August 1 – 31, 2022 | 2,609 | (1)(2) | $ | 30.40 | (1)(2) | — | $ | 24,023,642 | ||||||||||||
September 1 – 30, 2022 | 42,297 | (1)(3) | $ | 28.95 | (1)(3) | 40,299 | $ | 22,857,421 | ||||||||||||
Total | 46,706 | $ | 28.97 | 40,299 | $ | 22,857,421 |
(1)Information reported includes 1,800 common shares, 1,174 common shares and 1,998 common shares purchased in open market transactions during July 2022, August 2022, and September 2022, 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.
(2)Information reported includes 1,435 common shares withheld to satisfy income taxes associated with restricted common shares which were granted under the Peoples Bancorp Inc. Third Amended and Restated 2006 Equity Plan and vested during August 2022.
(3)On January 29, 2021, Peoples announced that on January 28, 2021, Peoples' Board of Directors authorized a share repurchase program authorizing Peoples to purchase up to an aggregate of $30 million of Peoples' outstanding common shares. There were 40,299 common shares repurchased under the share repurchase program during September 2022.
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 | ||||||||||||
Agreement and Plan of Merger, dated as of March 26, 2021, by and between Peoples Bancorp Inc. and Premier Financial Bancorp, Inc.+ | Included as Annex A to the preliminary joint proxy statement/prospectus which forms a part of the Registration Statement of Peoples Bancorp Inc. ("Peoples") on Form S-4/A with a filing date of June 1, 2021 (Registration No. 333-256040) | |||||||||||||
Agreement and Plan of Merger, dated as of October 24, 2022, by and between Peoples Bancorp Inc. and Limestone Bancorp, Inc.+ | Incorporated herein by reference to Exhibit 2.1 to Peoples' Current Report on Form 8-K dated and filed on October 28, 2022 (File No. 000-16772) | |||||||||||||
3.1(a) | Amended Articles of Incorporation of Peoples Bancorp Inc. (as filed with the Ohio Secretary of State on May 3, 1993) P | Incorporated herein by reference to Exhibit 3(a) to Peoples' Registration Statement on Form 8-B filed on July 20, 1993 (File No. 0-16772) | ||||||||||||
Certificate of Amendment to the Amended Articles of Incorporation of Peoples Bancorp Inc. (as filed with the Ohio Secretary of State on April 22, 1994) | Incorporated herein by reference to Exhibit 3.1(b) to 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 Ohio Secretary of State on January 28, 2009, evidencing adoption of amendments by the Board of Directors of Peoples Bancorp Inc. to Article FOURTH of the 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) | |||||||||||||
Certificate of Amendment by the Shareholders to the Amended Articles of Incorporation of Peoples Bancorp Inc. (as filed with the Ohio Secretary of State on July 28, 2021) | Incorporated herein by reference to Exhibit 3.1(g) to Peoples' Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021 (File No. 0-16772) ("Peoples' June 30, 2021 Form 10-Q") | |||||||||||||
Amended Articles of Incorporation of Peoples Bancorp Inc. (representing the Amended Articles of Incorporation in compiled form incorporating all amendments through the date of this Quarterly Report on Form 10-Q) [For purposes of SEC reporting compliance only--not filed with Ohio Secretary of State] | Incorporated herein by reference to Exhibit 3.1(h) to Peoples' June 30, 2021 Form 10-Q | |||||||||||||
3.2(a) | Code of Regulations of Peoples Bancorp Inc. P | Incorporated herein by reference to Exhibit 3(b) to Peoples’ Registration Statement on Form 8-B filed on 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) | |||||||||||||
+Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of SEC Regulation S-K. A copy of any omitted schedules or exhibits will be furnished supplementally by Peoples Bancorp Inc. to the SEC, or the staff of the SEC, on a confidential basis upon request. |
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Exhibit Number | Description | Exhibit Location | ||||||||||||
PPeoples Bancorp Inc. filed this exhibit with the SEC in paper form originally and this exhibit has not been filed with the SEC in electronic format. | ||||||||||||||
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) | |||||||||||||
Certificate regarding Adoption of Amendment to Division (D) of Section 2.02 of the Code of Regulations of Peoples Bancorp Inc. by the Shareholders at the Annual Meeting of Shareholders on April 26, 2018 | Incorporated herein by reference to Exhibit 3.1 to Peoples' Current Report on Form 8-K dated and filed on June 28, 2018 (File No. 0-16772) ("Peoples' June 28, 2018 Form 8-K") | |||||||||||||
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 to Peoples' June 28, 2018 Form 8-K | |||||||||||||
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 | Inline XBRL Instance Document ## | Submitted electronically herewith # | ||||||||||||
101.SCH | Inline XBRL Taxonomy Extension Schema Document | Submitted electronically herewith # | ||||||||||||
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | Submitted electronically herewith # | ||||||||||||
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | Submitted electronically herewith # | ||||||||||||
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | Submitted electronically herewith # | ||||||||||||
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | Submitted electronically herewith # | ||||||||||||
104 | Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101) | Submitted electronically herewith | ||||||||||||
# Attached as Exhibit 101 to the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022 of Peoples Bancorp Inc. are the following documents formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets at September 30, 2022 (Unaudited) and December 31, 2021; (ii) Consolidated Statements of Operations (Unaudited) for the three months and nine months ended September 30, 2022 and 2021; (iii) Consolidated Statements of Comprehensive (Loss) Income (Unaudited) for the three months and nine months ended September 30, 2022 and 2021; (iv) Consolidated Statements of Stockholders' Equity (Unaudited) for the three months and nine months ended September 30, 2022 and 2021; (v) Condensed Consolidated Statements of Cash Flows (Unaudited) for the nine months ended September 30, 2022 and 2021; and (vi) Notes to the Unaudited Condensed Consolidated Financial Statements. | ||||||||||||||
## The instance document does not appear in the interactive data file because its XBRL tags are imbedded within the Inline XBRL document. |
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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: | November 3, 2022 | By: /s/ | CHARLES W. SULERZYSKI | ||||||||
Charles W. Sulerzyski | |||||||||||
President and Chief Executive Officer | |||||||||||
Date: | November 3, 2022 | By: /s/ | KATIE BAILEY | ||||||||
Katie Bailey | |||||||||||
Executive Vice President, | |||||||||||
Chief Financial Officer and Treasurer |
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