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EX-99.3 - EXHIBIT 99.3 - PEOPLES BANCORP INCexhibit993october2017.htm
EX-99.2 - EXHIBIT 99.2 - PEOPLES BANCORP INCexhibit992div.htm
8-K - 8-K - PEOPLES BANCORP INCq320178ker.htm


Filed by Peoples Bancorp Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934

Subject Company: ASB Financial Corp.
Commission File No. 16772
pebonewlogo.jpg
P.O. BOX 738 - MARIETTA, OHIO - 45750
NEWS RELEASE
www.peoplesbancorp.com
 
 
 
 
 
FOR IMMEDIATE RELEASE
 
Contact:
John C. Rogers
October 24, 2017
 
 
Chief Financial Officer and Treasurer
 
 
 
(740) 373-3155

PEOPLES BANCORP INC. REPORTS THE THIRD CONSECUTIVE QUARTER OF RECORD QUARTERLY NET INCOME
__________________________________________________________________________________________________

MARIETTA, Ohio - Peoples Bancorp Inc. ("Peoples") (NASDAQ: PEBO) today announced results for the quarter ended September 30, 2017. Net income totaled $10.9 million for the third quarter of 2017, representing earnings per diluted common share of $0.60. Earnings per diluted common share were positively impacted by $0.07 due
to the gain on bank equity investment securities of $1.8 million recognized during the third quarter of 2017. In comparison, earnings per diluted common share were $0.53 for the second quarter of 2017 and $0.43 for the third quarter of 2016.
"We are pleased to announce our third consecutive quarter of record quarterly net income. Our key metrics, including earnings per share, efficiency ratio, return on average assets and return on average stockholders' equity, improved as we continued to focus our attention on strengthening our core business," said Chuck Sulerzyski, President and Chief Executive Officer. "Our efficiency ratio was the lowest it has been in seven years. We are being disciplined in our approach to growing revenues faster than expenses, and we believe we are poised to continue to provide strong shareholder returns as we move into the fourth quarter of 2017 and into 2018."
“We are delighted to continue to complement our current footprint with the agreement to acquire ASB Financial Corp.,” continued Sulerzyski. “We believe this acquisition will allow us to expand further into the Cincinnati market and positions us for future growth opportunities, including the addition of their successful mortgage origination division, which should double our mortgage origination capability.”
Peoples entered into a merger agreement with ASB Financial Corp (“ASB”) on October 23, 2017 that calls for ASB to merge into Peoples and for ASB’s wholly-owned subsidiary, American Savings Bank, fsb, which operates 6 full service bank branches and two loan production offices located in southern Ohio and northern Kentucky, to merge into Peoples Bank. This transaction is expected to close during the second quarter of 2018, subject to the satisfaction of customary closing conditions, including regulatory approvals and the approval of the shareholders of ASB. As of June 30, 2017, ASB had approximately $293.6 million in total assets, which included approximately $241.5 million in net loans, and approximately $210.4 million in total deposits. Under the terms of the ASB agreement, shareholders of ASB can elect to receive either 0.592 shares of Peoples' common stock for each share of ASB common stock or $20 cash per share with a limit of 15% of the merger consideration being paid in cash.

Statement of Operations Highlights:
Net interest income grew 4% compared to the second quarter of 2017, and 12% compared to the third quarter of 2016.
Net interest margin was 3.67% for the third quarter of 2017, compared to 3.62% for the linked quarter and 3.54% for the third quarter of 2016.
Provision for loan losses was $1.1 million for the third quarter of 2017 and was driven by loan growth experienced during the quarter.

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Total fee-based income during the third quarter of 2017 declined by 7% compared to both the linked quarter and the third quarter of 2016.
The decline compared to the linked quarter was largely due to the gain recognized on the sale of the government guaranteed portion of a loan for $437,000 in the second quarter of 2017. Lower commercial loan swap fees contributed to the decline compared to both the linked quarter and third quarter of 2016.
Total non-interest expense was relatively flat for the third quarter of 2017 compared to the linked quarter, and was down 1% compared to the third quarter of 2016.
The efficiency ratio continued to improve and was 60.7% for the third quarter of 2017, compared to 61.2% for the second quarter of 2017 and 64.3% for the third quarter of 2016.
A net gain on investment securities of $1.9 million was recognized during the third quarter of 2017.
Certain bank equity investment securities were sold during the third quarter of 2017 as a result of a high amount of appreciation on these securities.

Balance Sheet Highlights:
Period-end total loan balances at September 30, 2017 grew 6%, on an annualized basis, compared to June 30, 2017 and 7% compared to September 30, 2016.
Indirect consumer loans at September 30, 2017 grew $29.7 million, or 39% annualized, compared to June 30, 2017, and increased 46% compared to September 30, 2016.
Commercial loan balances grew $17.2 million, or 5% annualized, at September 30, 2017 compared to June 30, 2017 and increased 8% compared to September 30, 2016.
Asset quality improved during the quarter.
Nonperforming assets decreased to 0.86% of total loans and other real estate owned ("OREO") at September 30, 2017 compared to 0.88% at June 30, 2017.
Nonaccrual loans at September 30, 2017 decreased $0.7 million, or 4%, compared to June 30, 2017.
Classified loans, which are those categorized as substandard or doubtful, decreased $11.4 million, or 22%, at September 30, 2017 compared to June 30, 2017.
Criticized loans, which are those categorized as special mention, substandard or doubtful, decreased $13.2 million, or 12%, at September 30, 2017 compared to June 30, 2017.
Period-end total deposit balances at September 30, 2017 decreased $12.5 million compared to June 30, 2017.
Total demand deposit balances were 42% of total deposits at September 30, 2017, compared to 40% at June 30, 2017.
Net Interest Income:
Net interest income was $29.2 million for the third quarter of 2017, a 4% increase compared to the linked quarter and a 12% increase over the third quarter of 2016. Net interest margin increased to 3.67% for the third quarter of 2017, compared to 3.62% for the second quarter of 2017 and 3.54% for the third quarter of 2016. For the first nine months of 2017, net interest income grew 8% compared to 2016, and net interest margin improved 6 basis points to 3.61%. The increase in net interest income compared to all prior periods has largely been attributable to loan growth, and increasing interest rates. In addition, during the third quarter of 2017, Peoples received proceeds of $611,000 on an investment security that had been previously written down due to an other-than-temporary-impairment. These proceeds added 8 basis points to the net interest margin during the third quarter of 2017.
The accretion income, net of amortization expense, from acquisitions was $816,000 for the third quarter of 2017, compared to $735,000 for the second quarter of 2017 and $801,000 for the third quarter of 2016, which added 10 basis points to the net interest margin during the third and second quarters of 2017, and 11 basis points during the third quarter of 2016. During the third quarter of 2017, the annual re-estimation of expected cash flows for purchased credit impaired loans was completed and resulted in adjustments to accretion income, which had a positive impact for the quarter.
Provision for Loan Losses:
The provision for loan losses was $1.1 million for the third quarter of 2017, compared to $0.9 million for the second quarter of 2017 and $1.1 million for the third quarter of 2016. The slight increase in provision for loan losses recorded during the third quarter of 2017 compared to the linked quarter was reflective of the growth in loan balances during the quarter, and was partially offset by improved asset quality metrics. For the first nine months of 2017, provision for loan losses was $2.7 million, compared to $2.8 million for the first nine months of 2016.

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Total Fee-based Income:
Total fee-based income for the third quarter of 2017 declined 7%, compared to both the linked quarter and third quarter of 2016. The decrease compared to the second quarter of 2017 was largely due to the gain recognized on the sale of the government guaranteed portion of a loan for $437,000 in the second quarter of 2017. Commercial loan swap fees were impacted by lower customer demand and declined $575,000 for the third quarter of 2017 compared to the linked quarter, and were down $493,000 from the third quarter of 2016. Service charges on deposit accounts declined $426,000, or 15%, compared to the third quarter of 2016, with the decline mostly due to lower overdraft fees.
For the first nine months of 2017, total fee-based income grew $575,000, or 1%, compared to 2016. The increase compared to the first nine months of 2016 was mainly the result of a $647,000 increase in trust and investment income, a $560,000 increase in bank owned life insurance income and a $537,000 increase in mortgage banking income. These increases were partially offset by declines in service charges on deposit accounts of $869,000 and electronic banking income of $175,000.
Total Non-interest Expense:
Total non-interest expense for the third quarter of 2017 was $26.6 million, compared to $26.7 million for the second quarter of 2017 and $26.8 million for the third quarter of 2016. The decline compared to the linked quarter was due to decreased professional fees, and electronic banking expense, which were partially offset by higher marketing expense. The decrease compared to the third quarter of 2016 was due to the system upgrade costs recognized during the third quarter of 2016, coupled with lower professional fees and electronic banking expense. These reductions were partially offset by increases in salaries and employee benefit costs and data processing and software expense.
For the first nine months of 2017, total non-interest expense increased $940,000, or 1%. The increase was primarily due to higher salaries and employee benefit costs, and was related to incentive compensation resulting from improved financial results of the company during the first nine months of 2017 compared to 2016. This increase was partially offset by reductions in professional fees, communication expense and amortization of other intangible assets. During the first nine months of 2016, Peoples recognized $513,000 of system upgrade costs.
The efficiency ratio for the third quarter of 2017 was 60.7%, compared to 61.2% for the linked quarter and 64.3% for the third quarter of 2016. For the first nine months of 2017, the efficiency ratio was 62.2%, compared to 64.6% for the first nine months of 2016. Excluding the system upgrade costs, the efficiency ratio during the third quarter of 2016 was 63.3%, and was 64.1% for the first nine months of 2016. Higher net interest income was the primary driver of the decline in the efficiency ratio for the third quarter and first nine months of 2017 compared to the linked quarter, third quarter of 2016, and first nine months of 2016.
Loans:
Period-end total loan balances at September 30, 2017 increased $32.2 million, or 6% annualized, compared to June 30, 2017. Indirect consumer lending continued to be a key component of loan growth, as balances increased $29.7 million, or 39% annualized, during the quarter. The growth in indirect consumer lending included continued diversification in the portfolio beyond automobile loans, including loans for recreational vehicles and motorcycles. Commercial loans grew $17.2 million, or 5% annualized, with commercial and industrial loans growing $12.5 million, or 12% annualized, during the quarter.
Compared to December 31, 2016, period-end loan balances at September 30, 2017 increased $102.1 million, or 5% annualized. Indirect consumer loan balances increased $83 million, or 33% annualized. Commercial real estate loans grew $36.4 million, or 6% annualized, while commercial and industrial loans grew $21.6 million, or 7% annualized, for the first nine months of 2017.
At September 30, 2017, period-end loan balances increased $157.8 million, or 7%, compared to September 30, 2016. The increase was primarily the result of commercial loan growth of $101.1 million, or 8%, which was almost evenly split between commercial real estate and commercial and industrial loan balances. From a bank regulatory perspective, non-owner-occupied commercial real estate loan balances as of September 30, 2017 remained well below the guidance from the regulators of financial institutions of 300% of total risk-based capital. The ratio at September 30, 2017 of non-owner-occupied commercial real estate loans to total risk-based capital was 161%, compared to 147% as of September 30, 2016. Indirect consumer lending also contributed loan growth of $105.6 million, or 46%, compared to September 30, 2016. At September 30, 2017, indirect consumer loan balances comprised 14% of the total loan portfolio, compared to 13% at June 30, 2017, and 11% at both December 31, 2016 and September 30, 2016.
Quarterly average gross loan balances increased $46.2 million, or 8% annualized, compared to the linked quarter. Commercial loans provided $30.6 million of growth compared to June 30, 2017, while consumer indirect loans grew $28.2 million. Quarterly average gross loan balances for the three months ended September 30, 2017 increased 9% compared to the same period in 2016, with commercial loan growth of $128.3 million, and consumer indirect loan growth of $103.8

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million. For the nine months ended September 30, 2017, average gross loan balances increased 9% compared to the same period in 2016, with the growth being almost evenly divided between commercial loans and consumer indirect loans.
Asset Quality:
Asset quality metrics improved during the third quarter of 2017. Nonperforming assets as a percent of total loans and OREO decreased to 0.86% at September 30, 2017, compared to 0.88% at June 30, 2017 and 1.11% at September 30, 2016. At September 30, 2017, nonperforming assets declined 17% from September 30, 2016.
Annualized net charge-offs were 0.16% of average gross loans during the third quarter of 2017, compared to 0.11% in the linked quarter and 0.14% in the third quarter of 2016. The higher net charge-off rate during the third quarter of 2017 was largely due to increased net charge-offs of residential real estate, coupled with higher deposit account overdraft charge-offs. For the first nine months of 2017, annualized net charge-offs were 0.12%, compared to 0.09% for the first nine months of 2016. The increase compared to the first nine months of 2016 was mostly due to net recoveries on commercial real estate loans that were received in 2016.
Classified loans, which are those categorized as substandard or doubtful, decreased $11.8 million, or 22%, compared to June 30, 2017 and $12.5 million, or 23%, compared to September 30, 2016. As a percent of total loans, classified loans were 1.77% at September 30, 2017, compared to 2.31% at June 30, 2017 and 2.48% at September 30, 2016. Criticized loans, which are those categorized as special mention, substandard or doubtful, declined $14.8 million, or 13%, compared to June 30, 2017 and decreased $2.6 million, or 3%, compared to September 30, 2016. As a percent of total loans, criticized loans were 4.15% at June 30, 2017, compared to 4.86% at June 30, 2017 and 4.58% at September 30, 2016. Compared to the second quarter of 2017, the reduction in classified and criticized loans was mostly due to a large commercial loan relationship that was upgraded during the third quarter of 2017.
At September 30, 2017, the allowance for loan losses increased to $19.0 million, compared to $18.8 million at June 30, 2017, and $18.2 million at September 30, 2016. The ratio of the allowance for loan losses as a percent of total loans was 0.82% at both September 30, 2017 and June 30, 2017, compared to 0.84% at September 30, 2016. The ratio includes total acquired loans of $438.4 million and allowance for acquired loan losses of $0.1 million.
Deposits:
In the third quarter of 2017, Peoples announced a new consumer checking account product suite to its customers. The migration of the customer accounts began late in the third quarter of 2017 and is expected to be completed early in the fourth quarter, with the effect being a shift of some accounts from non-interest-bearing to interest-bearing demand deposit accounts. This migration impact is reflected in the comparisons set forth below.
As of September 30, 2017, period-end deposits declined $12.5 million compared to June 30, 2017, and increased $155.0 million, or 6%, compared to December 31, 2016. Compared to June 30, 2017, period-end deposits at September 30, 2017 declined largely due to reductions of $17.9 million in brokered certificates of deposit, while a large portion of the decreases in non-interest-bearing deposits, money market accounts, governmental deposits and retail certificates of deposit were offset by increases in interest-bearing demand deposits.
Period-end deposits increased $89.2 million, or 3%, compared to September 30, 2016. Most of this increase was due to growth of $113.8 million in interest-bearing demand deposits, which was partially offset by a decline of $20.6 million in non-interest-bearing deposits. In addition, declines in money market accounts more than offset higher total certificates of deposit.
Average deposits for the third quarter of 2017 were relatively flat, increasing $3.9 million compared to the linked quarter, with increases of $25.7 million in interest-bearing demand deposits and $8.2 million in governmental deposits being mostly offset by reductions in all other deposit categories. Compared to the third quarter of 2016, average deposits increased $118.1 million, or 5%, with interest-bearing deposits increasing $71.4 million and non-interest-bearing deposits increasing $46.7 million. The increase in interest-bearing deposits was due primarily to increases in brokered certificates of deposit and interest-bearing demand accounts, which were somewhat offset by a decrease in retail certificates of deposit.
For the first nine months of 2017, average deposits increased $78.3 million, or 3%, compared to the first nine months of 2016. The increase was primarily due to an increase of $46.1 million, or 6%, in non-interest bearing deposits, coupled with an increase of $32.2 million in interest-bearing deposits.
Total demand deposit accounts comprised 42% of total deposits at September 30, 2017, compared to 40% at June 30, 2017 and December 31, 2016, and 39% at September 30, 2016.
Stockholders' Equity:
At September 30, 2017, the tier 1 risk-based capital ratio was 13.60%, compared to 13.47% at June 30, 2017, 13.21% at December 31, 2016 and 13.34% at September 30, 2016. The total risk-based capital ratio was 14.49% at September 30, 2017, compared to 14.40% at June 30, 2017, 14.11% at December 31, 2016 and 14.24% at September 30, 2016. The

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improvement in these capital ratios compared to the linked quarter was due mainly to increased earnings, which exceeded the dividends declared and paid during the third quarter of 2017 by $6.9 million.


Peoples Bancorp Inc. is a diversified financial services holding company with $3.6 billion in total assets, 76 locations, including 67 full-service bank branches, and 74 ATMs in Ohio, West Virginia and Kentucky. Peoples makes available a complete line of banking, investment, insurance and trust solutions through its subsidiaries - Peoples Bank and Peoples Insurance Agency, LLC. Peoples' common shares are traded on the NASDAQ Global Select Market® under the symbol “PEBO”, and Peoples is a member of the Russell 3000 index of U.S. publicly-traded companies. Learn more about Peoples at www.peoplesbancorp.com.

Conference Call to Discuss Earnings:
Peoples will conduct a facilitated conference call to discuss third quarter 2017 results of operations today at 11:00 a.m., Eastern Daylight Savings Time, with members of Peoples' executive management participating. Analysts, media and individual investors are invited to participate in the conference call by calling (866) 890-9285. A simultaneous webcast of the conference call audio will be available online via the "Investor Relations" section of Peoples' website, www.peoplesbancorp.com. Participants are encouraged to call or sign in at least 15 minutes prior to the scheduled conference call time to ensure participation and, if required, to download and install the necessary software. A replay of the call will be available on Peoples' website in the "Investor Relations" section for one year.

Use of Non-GAAP Financial Measures:
This news release contains financial information and performance measures determined by methods other than in accordance with accounting principles generally accepted in the United States of America ("GAAP"). Management uses these "non-GAAP" financial measures in its analysis of Peoples' performance and the efficiency of its operations. Management believes that these non-GAAP financial measures provide a greater understanding of ongoing operations and enhance comparability of results with prior periods and peers. These disclosures should not be viewed as substitutes for financial measures determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies. Below is a listing of the non-GAAP financial measures used in this news release:
Core non-interest expenses are non-GAAP since they exclude the impact of items such as costs associated with the system upgrade of Peoples' core banking system, acquisition-related costs, pension settlement charges, severance charges and legal settlement charges.
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 fee-based income. This measure is non-GAAP since it excludes amortization of other intangible assets and all gains and/or losses included in earnings (which are excluded from total fee-based income), and uses fully tax-equivalent net interest income.
Tangible assets, tangible equity and tangible book value per common share measures are non-GAAP since they exclude the impact of goodwill and other intangible assets acquired through acquisitions on both total stockholders' equity and total assets.
Pre-provision net revenue is defined as net interest income plus total fee-based income minus total non-interest expense. This measure is non-GAAP since it excludes the provision for (recovery of) loan losses and all gains and/or losses included in earnings.
Return on tangible stockholders' equity is calculated as net income (less after-tax impact of amortization of other intangible assets) divided by tangible stockholders' equity. This measure is non-GAAP since it excludes the after-tax impact of amortization of other intangible assets from earnings and the impact of goodwill and other intangible assets acquired through acquisitions on total stockholders' equity.
A reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures is included at the end of this news release under the caption of "Non-GAAP Financial Measures".

Important Information for Investors and Shareholders:
This news release does not constitute an offer to sell or the solicitation of an offer to buy securities of Peoples. Peoples will file a registration statement on Form S-4 and other documents regarding the proposed transaction referenced in this news release with the Securities and Exchange Commission ("SEC") to register the shares of the Peoples common stock to be issued to the shareholders of ASB. The registration statement will include a proxy statement/prospectus, which will be sent to the shareholders of ASB in advance of its special meeting of shareholders to be held to consider the proposed merger. Investors

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and security holders are urged to read the proxy statement/prospectus and any other relevant documents to be filed with the SEC in connection with the proposed transaction because they contain important information about Peoples, ASB and the proposed transaction. Investors and security holders may obtain a free copy of these documents (when available) through the website maintained by the SEC at www.sec.gov. These documents may also be obtained, free of charge, on Peoples’ website at www.peoplesbancorp.com under the tab “Investor Relations” or by contacting Peoples’ Investor Relations Department at: Peoples Bancorp Inc., 138 Putnam Street, PO Box 738, Marietta, Ohio 45750, Attn: Investor Relations.
Peoples and ASB and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of ASB in connection with the proposed merger. Information about the directors and executive officers of Peoples is set forth in the proxy statement for Peoples' 2017 annual meeting of shareholders, as filed with the SEC on Schedule 14A on March 8, 2017. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the proxy statement/prospectus regarding the proposed merger when it becomes available. Free copies of this document may be obtained as described in the preceding paragraph, when it becomes available.

Safe Harbor Statement:
Certain statements made in this news release regarding Peoples' financial condition, results of operations, plans, objectives, future performance and business, are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. These forward-looking statements are identified by the fact they are not historical facts and include words such as "anticipate," "estimate," "may," "feel," "expect," "believe," "plan," "will," "would," "should," "could" and similar expressions.
These forward-looking statements reflect management's current expectations based on all information available to management and its knowledge of Peoples' business and operations. Additionally, Peoples' financial condition, results of operations, plans, objectives, future performance and business are subject to risks and uncertainties that may cause actual results to differ materially. These factors include, but are not limited to:
(1) the success, impact, and timing of the implementation of Peoples' business strategies, including the successful integration of acquisitions and the expansion of consumer lending activity;
(2) competitive pressures among financial institutions or from non-financial institutions which may increase significantly, including product and pricing pressures, changes to third-party relationships and revenues, and Peoples' ability to attract, develop and retain qualified professionals;
(3) changes in the interest rate environment due to economic conditions and/or the fiscal policies of the United States ("U.S.") government and the Board of Governors of the Federal Reserve System (the "Federal Reserve Board"), which may adversely impact interest rates, interest margins, loan demand and interest rate sensitivity;
(4) uncertainty regarding the nature, timing and effect of legislative or regulatory changes or actions, promulgated and to be promulgated by governmental and regulatory agencies in the State of Ohio, the Federal Deposit Insurance Corporation, the Federal Reserve Board and the Consumer Financial Protection Bureau, which may subject Peoples, its subsidiaries, or one or more acquired companies to a variety of new and more stringent legal and regulatory requirements which adversely affect their respective businesses, including in particular the rules and regulations promulgated and to be promulgated under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, and the Basel III regulatory capital reform;
(5) changes in policy and other regulatory and legal developments accompanying the current presidential administration and uncertainty or speculation pending the enactment of such changes;
(6) Peoples' ability to leverage the core banking systems upgrade that occurred in the fourth quarter of 2016 (including the related core operating systems, data systems and products) without complications or difficulties that may otherwise result in the loss of customers, operational problems or one-time costs currently not anticipated to arise in connection with implementing new features and functionality;
(7) local, regional, national and international economic conditions and the impact these conditions may have on Peoples, its customers and its counterparties, and Peoples' assessment of the impact, which may be different than anticipated;
(8) Peoples' ability to integrate any future acquisitions which may be unsuccessful, or may be more difficult, time-consuming or costly than expected;
(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 and charge-offs, which may be less favorable than expected and adversely impact the amount of interest income generated;

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(11) adverse changes in the economic conditions and/or activities, including, but not limited to, continued economic uncertainty in the U.S., the European Union (including the uncertainty surrounding the actions to be taken to implement the referendum by British voters to exit the European Union), Asia, and other areas, which could decrease sales volumes, add volatility to the global stock markets, and increase loan delinquencies and defaults;
(12) deterioration in the credit quality of Peoples' loan portfolio, which may adversely impact the provision for loan losses;
(13) changes in accounting standards, policies, estimates or procedures which may adversely affect Peoples' reported financial condition or results of operations;
(14) Peoples' assumptions and estimates used in applying critical accounting policies, which may prove unreliable, inaccurate or not predictive of actual results;
(15) adverse changes in the conditions and trends in the financial markets, including political developments, which may adversely affect the fair value of securities within Peoples' investment portfolio, the interest rate sensitivity of Peoples' consolidated balance sheet, and the income generated by Peoples' trust and investment activities;
(16) Peoples' ability to receive dividends from its subsidiaries;
(17) Peoples' ability to maintain required capital levels and adequate sources of funding and liquidity;
(18) the impact of minimum capital thresholds established as a part of the implementation of Basel III;
(19) the impact of larger or similar sized financial institutions encountering problems, which may adversely affect the banking industry and/or Peoples' business generation and retention, funding and liquidity;
(20) the costs and effects of regulatory and legal developments, including the outcome of potential regulatory or other governmental inquiries and legal proceedings and results of regulatory examinations;
(21) Peoples' ability to secure confidential information through the use of computer systems and telecommunications networks, including those of Peoples' third-party vendors and other service providers, may prove inadequate, which could adversely affect customer confidence in Peoples and/or result in Peoples incurring a financial loss;
(22) ability to anticipate and respond to technological changes which can impact Peoples' ability to respond to customer needs and meet competitive demands;
(23) changes in consumer spending, borrowing and saving habits, whether due to changes in business and economic conditions, legislative or regulatory initiatives, or other factors, which may be different than anticipated;
(24) the overall adequacy of Peoples' risk management program;
(25) the impact on Peoples' businesses, as well as on the risks described above, of various domestic or international widespread natural or other disasters, pandemics, cyber attacks, civil unrest, military or terrorist activities or international conflicts;
(26) significant changes in the tax laws, which may adversely affect the fair values of deferred tax assets and obligations of states and political subdivisions held in Peoples' investment securities portfolio; and
(27) other risk factors relating to the banking industry or Peoples as detailed from time to time in Peoples' reports filed with the Securities and Exchange Commission (the “SEC”), including those risk factors included in the disclosures under the heading "ITEM 1A. RISK FACTORS" of Peoples' Annual Report on Form 10-K for the fiscal year ended December 31, 2016.
Peoples encourages readers of this news release to understand forward-looking statements to be strategic objectives rather than absolute targets of future performance. Peoples undertakes no obligation to update these forward-looking statements to reflect events or circumstances after the date of this news release 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.
As required by U.S. GAAP, Peoples is required to evaluate the impact of subsequent events through the issuance date of its September 30, 2017 consolidated financial statements as part of its Quarterly Report on Form 10-Q to be filed with the SEC. Accordingly, subsequent events could occur that may cause Peoples to update its critical accounting estimates and to revise its financial information from that which is contained in this news release.


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PER COMMON SHARE DATA AND SELECTED RATIOS
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
June 30,
 
September 30,
 
September 30,
 
2017
 
2017
 
2016
 
2017
 
2016
PER COMMON SHARE:
 
 
 
 
 
 
 
 
 
Earnings per common share:
 
 
 
 
 
 
 
 
 
   Basic
$
0.60

 
$
0.54

 
$
0.43

 
$
1.62

 
$
1.31

   Diluted
0.60

 
0.53

 
0.43

 
1.61

 
1.31

Cash dividends declared per common share
0.22

 
0.20

 
0.16

 
0.62

 
0.47

Book value per common share
25.02

 
24.69

 
24.22

 
25.02

 
24.22

Tangible book value per common share (a)
17.15

 
16.78

 
16.14

 
17.15

 
16.14

Closing stock price at end of period
$
33.59

 
$
32.13

 
$
24.59

 
$
33.59

 
$
24.59

 
 
 
 
 
 
 
 
 
 
SELECTED RATIOS:
 
 
 
 
 
 
 
 
 
Return on average stockholders' equity (b)
9.47
%
 
8.76
%
 
7.07
%
 
8.80
%
 
7.36
%
Return on average tangible stockholders' equity (b) (c)
14.58
%
 
13.71
%
 
11.54
%
 
13.77
%
 
12.17
%
Return on average assets (b)
1.22
%
 
1.12
%
 
0.93
%
 
1.13
%
 
0.96
%
Efficiency ratio (d)
60.74
%
 
61.19
%
 
64.33
%
 
62.24
%
 
64.56
%
Pre-provision net revenue to total average assets (b)(e)
1.71
%
 
1.72
%
 
1.53
%
 
1.65
%
 
1.52
%
Net interest margin (b)(f)
3.67
%
 
3.62
%
 
3.54
%
 
3.61
%
 
3.55
%
Dividend payout ratio (g)
36.90
%
 
37.32
%
 
37.37
%
 
38.34
%
 
36.06
%
(a)
This amount represents a non-GAAP financial measure since it excludes the balance sheet impact of goodwill and other intangible assets acquired through acquisitions on stockholders' equity. Additional information regarding the calculation of this ratio is included at the end of this news release.
(b)
Ratios are presented on an annualized basis.
(c)
This amount represents a non-GAAP financial measure since it excludes the after-tax impact of amortization of other intangible assets from earnings and it excludes the balance sheet impact of goodwill and other intangible assets acquired through acquisitions on stockholders' equity. Additional information regarding the calculation of this ratio is included at the end of this news release.
(d)
Total non-interest expense (less amortization of other intangible assets) as a percentage of fully tax-equivalent net interest income plus total fee-based income. This amount represents a non-GAAP financial measure since it excludes amortization of other intangible assets, and all gains and/or losses included in earnings (which are excluded from total fee-based income), and uses fully tax-equivalent net interest income. Additional information regarding the calculation of this ratio is included at the end of this news release.
(e)
This ratio represents a non-GAAP financial measure since it excludes the provision for (recovery of) loan losses and all gains and/or losses included in earnings. This measure is a key metric used by federal bank regulatory agencies in their evaluation of capital adequacy for financial institutions. Additional information regarding the calculation of this ratio is included at the end of this news release.
(f)
Information presented on a fully tax-equivalent basis.
(g)
Ratios are calculated based on dividends declared during the period divided by earnings for the period.


8



CONSOLIDATED STATEMENTS OF OPERATIONS
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
June 30,
 
September 30,
 
September 30,
(in $000’s)
2017
 
2017
 
2016
 
2017
 
2016
Total interest income
$
32,728

 
$
31,208

 
$
28,730

 
$
93,753

 
$
86,094

Total interest expense
3,508

 
3,118

 
2,607

 
9,498

 
7,896

Net interest income
29,220

 
28,090

 
26,123

 
84,255

 
78,198

Provision for loan losses
1,086

 
947

 
1,146

 
2,657

 
2,828

Net interest income after provision for loan losses
28,134

 
27,143

 
24,977

 
81,598

 
75,370

 
 
 
 
 
 
 
 
 
 
Net gain (loss) on investment securities
1,861

 
18

 
(1
)
 
2,219

 
862

Loss on debt extinguishment

 

 

 

 
(707
)
Net gain (loss) on loans held-for-sale and other real estate owned
13

 
(24
)
 

 
(11
)
 
(1
)
Net (loss) gain on other assets
(38
)
 
133

 
(224
)
 
92

 
(316
)
 
 
 
 
 
 
 
 
 
 
Fee-based income:
 
 
 
 
 
 
 
 
 
Insurance income
3,345

 
3,414

 
3,137

 
10,861

 
10,934

Trust and investment income
2,838

 
2,977

 
2,692

 
8,497

 
7,850

Electronic banking income
2,544

 
2,587

 
2,765

 
7,692

 
7,867

Deposit account service charges
2,407

 
2,294

 
2,833

 
7,130

 
7,999

Mortgage banking income
535

 
467

 
427

 
1,389

 
852

Bank owned life insurance income
482

 
496

 
491

 
1,471

 
911

Commercial loan swap fees
76

 
651

 
569

 
995

 
997

Other income
383

 
704

 
624

 
1,499

 
1,549

  Total fee-based income
12,610

 
13,590

 
13,538

 
39,534

 
38,959

 
 
 
 
 
 
 
 
 
 
Non-interest expense:
 
 
 
 
 
 
 
 
 
Salaries and employee benefit costs
15,141

 
15,049

 
14,584

 
45,686

 
42,881

Net occupancy and equipment expense
2,619

 
2,648

 
2,768

 
7,980

 
8,155

Electronic banking expense
1,448

 
1,525

 
1,650

 
4,487

 
4,568

Professional fees
1,393

 
1,529

 
1,661

 
4,532

 
5,243

Data processing and software expense
1,092

 
1,096

 
741

 
3,330

 
2,503

Amortization of other intangible assets
869

 
871

 
1,008

 
2,603

 
3,023

Franchise tax expense
583

 
584

 
529

 
1,750

 
1,550

Marketing expense
488

 
354

 
380

 
1,122

 
1,192

FDIC insurance expense
449

 
457

 
549

 
1,339

 
1,706

Communication expense
334

 
390

 
518

 
1,134

 
1,730

Foreclosed real estate and other loan expenses
214

 
179

 
189

 
589

 
540

Other non-interest expense
1,928

 
1,998

 
2,265

 
6,017

 
6,538

  Total non-interest expense
26,558

 
26,680

 
26,842

 
80,569

 
79,629

  Income before income taxes
16,022

 
14,180

 
11,448

 
42,863

 
34,538

Income tax expense
5,127

 
4,414

 
3,656

 
13,393

 
10,789

    Net income
$
10,895

 
$
9,766

 
$
7,792

 
$
29,470

 
$
23,749

 
 
 
 
 
 
 
 
 
 
PER SHARE DATA:
 
 
 
 
 
 
 
 
 
Earnings per common share – Basic
$
0.60

 
$
0.54

 
$
0.43

 
$
1.62

 
$
1.31

Earnings per common share – Diluted
$
0.60

 
$
0.53

 
$
0.43

 
$
1.61

 
$
1.31

Cash dividends declared per common share
$
0.22

 
$
0.20

 
$
0.16

 
$
0.62

 
$
0.47

 
 
 
 
 
 
 
 
 
 
Weighted-average common shares outstanding – Basic
18,056,202

 
18,044,574

 
17,993,443

 
18,043,692

 
18,015,249

Weighted-average common shares outstanding – Diluted
18,213,533

 
18,203,752

 
18,110,710

 
18,199,959

 
18,123,660

Actual common shares outstanding (end of period)
18,281,194

 
18,279,036

 
18,195,986

 
18,281,194

 
18,195,986


9



CONSOLIDATED BALANCE SHEETS
 
September 30,
 
December 31,
(in $000’s)
2017
 
2016
 
 
 
 
Assets
 
 
 
Cash and cash equivalents:
 
 
 
  Cash and due from banks
$
53,585

 
$
58,129

  Interest-bearing deposits in other banks
16,458

 
8,017

    Total cash and cash equivalents
70,043

 
66,146

 
 
 
 
Available-for-sale investment securities, at fair value (amortized cost of
 
 
 
  $792,810 at September 30, 2017 and $777,017 at December 31, 2016)
797,021

 
777,940

Held-to-maturity investment securities, at amortized cost (fair value of
 
 
 
  $42,808 at September 30, 2017 and $43,227 at December 31, 2016)
42,163

 
43,144

Other investment securities, at cost
38,371

 
38,371

    Total investment securities
877,555

 
859,455

 
 
 
 
Loans, net of deferred fees and costs
2,327,035

 
2,224,936

Allowance for loan losses
(18,992
)
 
(18,429
)
    Net loans
2,308,043

 
2,206,507

 
 
 
 
Loans held for sale
3,653

 
4,022

Bank premises and equipment, net of accumulated depreciation
51,777

 
53,616

Bank owned life insurance
61,696

 
60,225

Goodwill
132,631

 
132,631

Other intangible assets
11,228

 
13,387

Other assets
35,786

 
36,359

    Total assets
$
3,552,412

 
$
3,432,348

 
 
 
 
Liabilities
 
 
 
Deposits:
 
 
 
Non-interest-bearing deposits
$
724,846

 
$
734,421

Interest-bearing deposits
1,939,836

 
1,775,301

    Total deposits
2,664,682

 
2,509,722

 
 
 
 
Short-term borrowings
193,717

 
305,607

Long-term borrowings
195,890

 
145,155

Accrued expenses and other liabilities
40,737

 
36,603

    Total liabilities
3,095,026

 
2,997,087

 
 
 
 
Stockholders' Equity
 
 
 
 Preferred stock, no par value, 50,000 shares authorized, no shares issued
   at September 30, 2017 and December 31, 2016

 

Common stock, no par value, 24,000,000 shares authorized, 18,948,358 shares
   issued at September 30, 2017 and 18,939,091 shares issued at
   December 31, 2016, including shares in treasury
344,831

 
344,404

Retained earnings
128,465

 
110,294

Accumulated other comprehensive income (loss), net of deferred income taxes
51

 
(1,554
)
Treasury stock, at cost, 703,530 shares at September 30, 2017 and
   795,758 shares at December 31, 2016
(15,961
)
 
(17,883
)
    Total stockholders' equity
457,386

 
435,261

    Total liabilities and stockholders' equity
$
3,552,412

 
$
3,432,348

 
 
 
 

10



SELECTED FINANCIAL INFORMATION
 
September 30,
June 30,
March 31,
December 31,
September 30,
(in $000’s, end of period)
2017
2017
2017
2016
2016
Loan Portfolio
 
 
 
 
 
Commercial real estate, construction
$
119,752

$
112,169

$
103,317

$
94,726

$
81,080

Commercial real estate, other
747,413

750,219

730,055

736,023

728,878

Commercial and industrial
443,930

431,473

428,737

422,339

400,042

Residential real estate
499,044

512,887

524,212

535,925

545,161

Home equity lines of credit
110,787

111,710

110,028

111,492

111,196

Consumer, indirect
335,844

306,113

283,762

252,832

230,286

Consumer, other
69,758

69,267

68,670

70,519

71,491

Deposit account overdrafts
507

521

721

1,080

1,074

    Total loans
$
2,327,035

$
2,294,359

$
2,249,502

$
2,224,936

$
2,169,208

Total acquired loans (a)
$
438,380

$
463,684

$
491,819

$
516,832

$
551,021

    Total originated loans
$
1,888,655

$
1,830,675

$
1,757,683

$
1,708,104

$
1,618,187

Deposit Balances
 
 
 
 
 
Non-interest-bearing deposits (b)
$
724,846

$
772,061

$
785,047

$
734,421

$
745,468

Interest-bearing deposits:
 
 
 
 
 
  Interest-bearing demand accounts (b)
384,261

303,501

292,187

278,975

270,490

  Retail certificates of deposit (c)
343,122

352,758

353,918

360,464

390,568

  Money market deposit accounts
388,876

397,211

386,999

407,754

411,111

  Governmental deposit accounts
289,895

297,560

330,477

251,671

286,716

  Savings accounts
440,633

443,110

445,720

436,344

438,087

  Brokered certificates of deposit (c)
93,049

110,943

107,817

40,093

33,017

    Total interest-bearing deposits
1,939,836

1,905,083

1,917,118

1,775,301

1,829,989

    Total deposits
$
2,664,682

$
2,677,144

$
2,702,165

$
2,509,722

$
2,575,457

Asset Quality
 
 
 
 
 
Nonperforming assets (NPAs):
 
 
 
 
 
  Loans 90+ days past due and accruing
$
3,542

$
2,583

$
3,006

$
3,771

$
4,161

  Nonaccrual loans
16,219

16,921

18,293

21,325

19,346

    Total nonperforming loans (NPLs)
19,761

19,504

21,299

25,096

23,507

  Other real estate owned (OREO)
276

652

677

661

719

Total NPAs
$
20,037

$
20,156

$
21,976

$
25,757

$
24,226

Criticized loans (d)
96,671

111,480

101,284

99,182

99,294

Classified loans (e)
41,233

53,041

56,503

57,736

53,755

Allowance for loan losses as a percent of NPLs (f)(g)
96.11
%
96.47
%
86.71
%
73.43
%
77.50
%
NPLs as a percent of total loans (f)(g)
0.85
%
0.85
%
0.95
%
1.13
%
1.08
%
NPAs as a percent of total assets (f)(g)
0.56
%
0.57
%
0.64
%
0.75
%
0.72
%
NPAs as a percent of total loans and OREO (f)(g)
0.86
%
0.88
%
0.98
%
1.16
%
1.11
%
Criticized loans as a percent of total loans
4.15
%
4.86
%
4.50
%
4.46
%
4.58
%
Classified loans as a percent of total loans
1.77
%
2.31
%
2.51
%
2.59
%
2.48
%
Allowance for loan losses as a percent of total loans (f)
0.82
%
0.82
%
0.82
%
0.83
%
0.84
%
Capital Information (h)
 
 
 
 
 
Common Equity Tier 1 risk-based capital ratio
13.31
%
13.18
%
13.05
%
12.91
%
13.04
%
Tier 1 risk-based capital ratio
13.60
%
13.47
%
13.34
%
13.21
%
13.34
%
Total risk-based capital ratio (Tier 1 and Tier 2)
14.49
%
14.40
%
14.27
%
14.11
%
14.24
%
Leverage ratio
9.82
%
9.72
%
9.60
%
9.66
%
9.71
%
Common Equity Tier 1 capital
$
326,966

$
318,849

$
310,856

$
306,506

$
301,222

Tier 1 capital
334,027

325,865

317,826

313,430

308,099

Total capital (Tier 1 and Tier 2)
355,951

348,309

340,147

334,957

328,948

Total risk-weighted assets
$
2,456,797

$
2,419,335

$
2,382,874

$
2,373,359

$
2,309,951

Tangible equity to tangible assets (i)
9.20
%
9.07
%
8.98
%
8.80
%
9.13
%
(a) Includes all loans acquired in 2012 and thereafter.

11



(b) The sum of amounts presented is considered total demand deposits.
(c) Prior periods reclassified.
(d) Includes loans categorized as a special mention, substandard, or doubtful.
(e) Includes loans categorized as substandard or doubtful.
(f) Data presented as of the end of the period indicated.
(g) Nonperforming loans include loans 90+ days past due and accruing, renegotiated loans and nonaccrual loans. Nonperforming assets include nonperforming loans and OREO.
(h) September 30, 2017 data based on preliminary analysis and subject to revision.
(i) This ratio represents a non-GAAP financial measure since it excludes the balance sheet impact of intangible assets acquired through acquisitions on both total stockholders' equity and total assets. Additional information regarding the calculation of this ratio is included at the end of this news release.


PROVISION FOR LOAN LOSSES INFORMATION
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
June 30,
 
September 30,
 
September 30,
(in $000’s)
2017
 
2017
 
2016
 
2017
 
2016
Provision for Loan Losses
 
 
 
 
 
 
 
 
 
Provision for loan losses
$
900

 
$
850

 
$
978

 
$
2,150

 
$
2,410

Provision for checking account overdrafts
186

 
97

 
168

 
507

 
418

  Total provision for loan losses
$
1,086

 
$
947

 
$
1,146

 
$
2,657

 
$
2,828

 
 
 
 
 
 
 
 
 
 
Net Charge-Offs
 
 
 
 
 
 
 
 
 
Gross charge-offs
$
1,219

 
$
957

 
$
1,264

 
3,276

 
$
4,121

Recoveries
310

 
357

 
499

 
1,182

 
2,733

  Net charge-offs
$
909

 
$
600

 
$
765

 
$
2,094

 
$
1,388

 
 
 
 
 
 
 
 
 
 
Net Charge-Offs (Recoveries) by Type
 
 
 
 
 
 
 
 
 
Commercial real estate, other
$
(19
)
 
$
11

 
$
10

 
$
(110
)
 
$
(1,143
)
Commercial and industrial
47

 

 

 
164

 
767

Residential real estate
226

 
78

 
23

 
323

 
354

Home equity lines of credit
77

 
14

 
21

 
91

 
25

Consumer, indirect
319

 
299

 
421

 
895

 
776

Consumer, other
60

 
73

 
121

 
123

 
213

Deposit account overdrafts
199

 
125

 
169

 
608

 
396

  Total net charge-offs
$
909

 
$
600

 
$
765

 
$
2,094

 
$
1,388

 
 
 
 
 
 
 
 
 
 
As a percent of average gross loans (annualized)
0.16
%
 
0.11
%
 
0.14
%
 
0.12
%
 
0.09
%



SUPPLEMENTAL INFORMATION
 
September 30,
 
June 30,
 
March 31
 
December 31,
 
September 30,
(in $000’s, end of period)
2017
 
2017
 
2017
 
2016
 
2016
 
 
 
 
 
 
 
 
 
 
Trust assets under administration and management
$
1,418,360

 
$
1,393,435

 
$
1,362,243

 
$
1,301,509

 
$
1,292,044

Brokerage assets under administration and management
862,530

 
836,192

 
805,361

 
777,771

 
754,168

Mortgage loans serviced for others
$
409,199

 
$
402,516

 
$
399,279

 
$
398,134

 
$
389,090

Employees (full-time equivalent)
778

 
775

 
776

 
782

 
799





12



CONSOLIDATED AVERAGE BALANCE SHEETS AND NET INTEREST INCOME
 
Three Months Ended
 
September 30, 2017
 
June 30, 2017
 
September 30, 2016
(in $000’s)
Balance
Income/
Expense
Yield/ Cost
 
Balance
Income/
Expense
Yield/ Cost
 
Balance
Income/
Expense
Yield/ Cost
Assets
 
 
 
 
 
 
 
 
 
 
 
Short-term investments
$
12,812

$
42

1.30
%
 
$
12,275

$
26

0.85
%
 
$
8,663

$
10

0.46
%
Investment securities (a)(b)
885,744

6,739

3.04
%
 
879,498

6,174

2.81
%
 
849,266

5,686

2.68
%
Loans (b)(c):
 
 
 
 
 
 
 
 
 
 
 
Commercial real estate, construction
118,208

1,337

4.43
%
 
107,224

1,158

4.27
%
 
93,353

915

3.84
%
Commercial real estate, other
750,260

8,890

4.64
%
 
735,915

8,892

4.78
%
 
707,269

8,362

4.63
%
Commercial and industrial
438,524

5,196

4.64
%
 
433,277

4,858

4.44
%
 
378,053

3,855

3.99
%
Residential real estate (d)
507,906

5,468

4.31
%
 
520,863

5,564

4.27
%
 
554,039

6,070

4.38
%
Home equity lines of credit
110,741

1,291

4.63
%
 
111,185

1,233

4.45
%
 
110,232

1,246

4.50
%
Consumer, indirect
322,072

2,955

3.64
%
 
293,917

2,570

3.51
%
 
218,318

1,975

3.64
%
Consumer, other
70,204

1,270

7.18
%
 
69,329

1,229

7.11
%
 
72,729

1,108

6.13
%
Total loans
2,317,915

26,407

4.49
%
 
2,271,710

25,504

4.46
%
 
2,133,993

23,531

4.35
%
Allowance for loan losses
(18,869
)
 
 
 
(18,554
)
 
 
 
(17,787
)
 
 
Net loans
2,299,046

 
 
 
2,253,156

 
 
 
2,116,206

 
 
Total earning assets
3,197,602

33,188

4.10
%
 
3,144,929

31,704

4.01
%
 
2,974,135

29,227

3.89
%
 
 
 
 
 
 
 
 
 
 
 
 
Intangible assets
144,267

 
 
 
145,052

 
 
 
147,466

 
 
Other assets
199,351

 
 
 
199,720

 
 
 
203,035

 
 
Total assets
$
3,541,220

 
 
 
$
3,489,701

 
 
 
$
3,324,636

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities and Equity
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing deposits:
 
 
 
 
 
 
 
 
 
 
 
Savings accounts
$
443,599

$
65

0.06
%
 
$
444,824

$
61

0.06
%
 
$
439,464

$
59

0.05
%
Governmental deposit accounts
309,623

200

0.26
%
 
301,448

168

0.22
%
 
311,650

152

0.19
%
Interest-bearing demand accounts
320,788

133

0.16
%
 
295,080

98

0.13
%
 
264,182

61

0.09
%
Money market deposit accounts
389,292

253

0.26
%
 
393,807

197

0.20
%
 
400,749

175

0.17
%
Retail certificates of deposit
348,047

760

0.87
%
 
355,256

746

0.84
%
 
398,388

777

0.78
%
Brokered certificates of deposit
106,448

454

1.69
%
 
110,160

459

1.67
%
 
31,910

203

2.56
%
Total interest-bearing deposits
1,917,797

1,865

0.39
%
 
1,900,575

1,729

0.36
%
 
1,846,343

1,427

0.31
%
Short-term borrowings
174,466

369

0.84
%
 
159,505

233

0.58
%
 
143,814

109

0.30
%
Long-term borrowings
200,073

1,274

2.53
%
 
178,131

1,156

2.60
%
 
147,732

1,071

2.89
%
Total borrowed funds
374,539

1,643

1.74
%
 
337,636

1,389

1.65
%
 
291,546

1,180

1.61
%
Total interest-bearing liabilities
2,292,336

3,508

0.61
%
 
2,238,211

3,118

0.56
%
 
2,137,889

2,607

0.49
%
 
 
 
 
 
 
 
 
 
 
 
 
Non-interest-bearing deposits
756,098

 
 
 
769,406

 
 
 
709,432

 
 
Other liabilities
36,588

 
 
 
34,685

 
 
 
38,709

 
 
Total liabilities
3,085,022

 
 
 
3,042,302

 
 
 
2,886,030

 
 
Stockholders’ equity
456,198

 
 
 
447,399

 
 
 
438,606

 
 
Total liabilities and equity
$
3,541,220

 
 
 
$
3,489,701

 
 
 
$
3,324,636

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net interest income/spread (b)
 
$
29,680

3.49
%
 
 
$
28,586

3.45
%
 
 
$
26,620

3.40
%
Net interest margin (b)
 
 
3.67
%
 
 
 
3.62
%
 
 
 
3.54
%
 
 
 
 
 
 
 
 
 
 
 
 

13



 
For the Nine Months Ended
 
September 30, 2017
 
September 30, 2016
(in $000’s)
Balance
Income/
Expense
Yield/ Cost
 
Balance
Income/
Expense
Yield/ Cost
Assets
 
 
 
 
 
 
 
Short-term investments
10,854

83

1.02
%
 
$
10,052

$
37

0.49
%
Investment securities (a)(b)
876,037

18,889

2.87
%
 
867,253

17,598

2.71
%
Loans (b)(c):
 
 
 
 
 
 
 
Commercial real estate, construction
106,637

3,488

4.31
%
 
88,373

2,566

3.81
%
Commercial real estate, other
740,263

26,205

4.67
%
 
721,620

25,195

4.59
%
Commercial and industrial
434,976

14,599

4.43
%
 
369,248

11,568

4.12
%
Residential real estate (d)
519,989

16,801

4.31
%
 
560,681

18,341

4.36
%
Home equity lines of credit
111,012

3,683

4.44
%
 
108,380

3,639

4.49
%
Consumer, indirect
295,461

7,758

3.51
%
 
195,613

5,432

3.71
%
Consumer, other
69,914

3,718

7.11
%
 
72,060

3,226

5.98
%
Total loans
2,278,252

76,252

4.46
%
 
2,115,975

69,967

4.41
%
Allowance for loan losses
(18,671
)
 
 
 
(17,333
)
 
 
Net loans
2,259,581

 
 
 
2,098,642

 
 
Total earning assets
3,146,472

95,224

4.02
%
 
2,975,947

87,602

3.90
%
 
 
 
 
 
 
 
 
Intangible assets
144,950

 
 
 
148,482

 
 
Other assets
201,350

 
 
 
175,909

 
 
Total assets
$
3,492,772

 
 
 
$
3,300,338

 
 
 
 
 
 
 
 
 
 
Liabilities and Equity
 
 
 
 
 
 
 
Interest-bearing deposits:
 
 
 
 
 
 
 
Savings accounts
442,559

184

0.06
%
 
$
433,233

$
173

0.05
%
Governmental deposit accounts
298,321

499

0.22
%
 
304,422

444

0.19
%
Interest-bearing demand accounts
300,911

310

0.14
%
 
255,796

151

0.08
%
Money market deposit accounts
393,944

637

0.22
%
 
399,853

500

0.17
%
Retail certificates of deposit
85,576

1,218

1.90
%
 
41,965

890

2.83
%
Brokered certificates of deposit
363,747

2,233

0.82
%
 
417,599

2,373

0.76
%
Total interest-bearing deposits
1,885,058

5,081

0.36
%
 
1,852,868

4,531

0.33
%
Short-term borrowings
179,643

853

0.64
%
 
140,808

301

0.29
%
Long-term borrowings
183,521

3,564

2.59
%
 
126,587

3,064

3.23
%
Total borrowed funds
363,164

4,417

1.62
%
 
267,395

3,365

1.68
%
Total interest-bearing liabilities
2,248,222

9,498

0.56
%
 
2,120,263

7,896

0.50
%
 
 
 
 
 
 
 
 
Non-interest-bearing deposits
761,308

 
 
 
715,244

 
 
Other liabilities
35,650

 
 
 
34,062

 
 
Total liabilities
3,045,180

 
 
 
2,869,569

 
 
Stockholders’ equity
447,592

 
 
 
430,769

 
 
Total liabilities and equity
$
3,492,772

 
 
 
$
3,300,338

 
 
 
 
 
 
 
 
 
 
Net interest income/spread (b)
 
$
85,726

3.46
%
 
 
$
79,706

3.40
%
Net interest margin (b)
 
 
3.61
%
 
 
 
3.55
%
(a) Average balances are based on carrying value.
(b) Interest income and yields are presented on a fully tax-equivalent basis using a 35% federal statutory tax rate.
(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.
 

14



NON-GAAP FINANCIAL MEASURES
The following non-GAAP financial measures used by Peoples provide information useful to investors in understanding Peoples' operating performance and trends, and facilitate comparisons with the performance of Peoples' peers. The following tables summarize the non-GAAP financial measures derived from amounts reported in Peoples' consolidated financial statements:

 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
June 30,
 
September 30,
 
September 30,
(in $000’s)
2017
 
2017
 
2016
 
2017
 
2016
 
 
 
 
 
 
 
 
 
 
Core non-interest expense:
 
 
 
 
 
 
 
 
 
Total non-interest expense
$
26,558

 
$
26,680

 
$
26,842

 
$
80,569

 
$
79,629

Less: System upgrade costs

 

 
423

 

 
513

Core non-interest expense
$
26,558

 
$
26,680

 
$
26,419

 
$
80,569

 
$
79,116


 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
June 30,
 
September 30,
 
September 30,
(in $000’s)
2017
 
2017
 
2016
 
2017
 
2016
 
 
 
 
 
 
 
 
 
 
Efficiency ratio:
 
 
 
 
 
 
 
 
 
Total non-interest expense
$
26,558

 
$
26,680

 
$
26,842

 
$
80,569

 
$
79,629

Less: Amortization of intangible assets
869

 
871

 
1,008

 
2,603

 
3,023

Adjusted non-interest expense
$
25,689


$
25,809


$
25,834


$
77,966


$
76,606

 
 
 
 
 
 
 
 
 
 
Total fee-based income
$
12,610

 
$
13,590

 
$
13,538

 
39,534

 
38,959

 
 
 
 
 
 
 
 
 
 
Net interest income
$
29,220

 
$
28,090

 
$
26,123

 
$
84,255

 
$
78,198

Add: Fully tax-equivalent adjustment
460

 
496

 
497

 
1,471

 
1,508

Net interest income on a fully tax-equivalent basis
$
29,680

 
$
28,586

 
$
26,620

 
$
85,726

 
$
79,706

 
 
 
 
 
 
 
 
 
 
Adjusted revenue
$
42,290

 
$
42,176

 
$
40,158

 
$
125,260

 
$
118,665

 
 
 
 
 
 
 
 
 
 
Efficiency ratio
60.74
%
 
61.19
%
 
64.33
%
 
62.24
%
 
64.56
%
 
 
 
 
 
 
 
 
 
 
Efficiency ratio adjusted for non-core items:
 
 
 
 
 
 
 
 
Core non-interest expense
$
26,558

 
$
26,680

 
$
26,419

 
$
80,569

 
$
79,116

Less: Amortization of intangible assets
869

 
871

 
1,008

 
2,603

 
3,023

Adjusted non-interest expense
$
25,689

 
$
25,809

 
$
25,411

 
$
77,966


$
76,093

Total fee-based income
$
12,610

 
$
13,590

 
$
13,538

 
$
39,534

 
$
38,959

Net interest income on a fully tax-equivalent basis
$
29,680

 
$
28,586

 
$
26,620

 
$
85,726

 
$
79,706

 
 
 
 
 
 
 
 
 
 
Adjusted revenue
$
42,290

 
$
42,176

 
$
40,158

 
$
125,260

 
$
118,665

 
 
 
 
 
 
 
 
 
 
Efficiency ratio adjusted for non-core items
60.74
%
 
61.19
%
 
63.28
%
 
62.24
%
 
64.12
%



15



 
At or For the Three Months Ended
 
September 30,
 
June 30,
 
December 31,
 
September 30,
 
June 30,
(in $000’s)
2017
 
2017
 
2016
 
2016
 
2016
 
 
 
 
 
 
 
 
 
 
Tangible Equity:
 
 
 
 
 
 
 
 
 
Total stockholders' equity
$
457,386

 
$
451,353

 
$
443,009

 
$
435,261

 
$
440,637

Less: goodwill and other intangible assets
143,859

 
144,692

 
145,505

 
146,018

 
147,005

Tangible equity
$
313,527

 
$
306,661

 
$
297,504

 
$
289,243

 
$
293,632

 
 
 
 
 
 
 
 
 
 
Tangible Assets:
 
 
 
 
 
 
 
 
 
Total assets
$
3,552,412

 
$
3,525,126

 
$
3,459,276

 
$
3,432,348

 
$
3,363,585

Less: goodwill and other intangible assets
143,859

 
144,692

 
145,505

 
146,018

 
147,005

Tangible assets
$
3,408,553

 
$
3,380,434

 
$
3,313,771

 
$
3,286,330

 
$
3,216,580

 
 
 
 
 
 
 
 
 
 
Tangible Book Value per Common Share:
 
 
 
 
 
 
 
 
 
Tangible equity
$
313,527

 
$
306,661

 
$
297,504

 
$
289,243

 
$
293,632

Common shares outstanding
18,281,194

 
18,279,036

 
18,270,508

 
18,200,067

 
18,195,986

 
 
 
 
 
 
 
 
 
 
Tangible book value per common share
$
17.15

 
$
16.78

 
$
16.28

 
$
15.89

 
$
16.14

 
 
 
 
 
 
 
 
 
 
Tangible Equity to Tangible Assets Ratio:
 
 
 
 
Tangible equity
$
313,527

 
$
306,661

 
$
297,504

 
$
289,243

 
$
293,632

Tangible assets
$
3,408,553

 
$
3,380,434

 
$
3,313,771

 
$
3,286,330

 
$
3,216,580

 
 
 
 
 
 
 
 
 
 
Tangible equity to tangible assets
9.20
%
 
9.07
%
 
8.98
%
 
8.80
%
 
9.13
%

 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
June 30,
 
September 30,
 
September 30,
(in $000’s)
2017
 
2017
 
2016
 
2017
 
2016
 
 
 
 
 
 
 
 
 
 
Pre-Provision Net Revenue:
 
 
 
 
 
 
 
 
 
Income before income taxes
$
16,022

 
$
14,180

 
$
11,448

 
$
42,863

 
$
34,538

Add: provision for loan losses
1,086

 
947

 
1,146

 
2,657

 
2,828

Add: loss on debt extinguishment

 

 

 

 
707

Add: net loss on OREO

 
24

 

 
24

 
1

Add: net loss on investment securities

 

 
1

 

 

Add: net loss on other assets
38

 

 
224

 
41

 
316

Less: net gain on OREO
13

 

 

 
13

 

Less: net gain on investment securities
1,861

 
18

 

 
2,219

 
862

Less: net gain on other assets

 
133

 

 
133

 

Pre-provision net revenue
$
15,272

 
$
15,000

 
$
12,819

 
$
43,220

 
$
37,528

 
 
 
 
 
 
 
 
 
 
Pre-provision net revenue
$
15,272

 
$
15,000

 
$
12,819

 
$
43,220

 
$
37,528

Total average assets
$
3,541,220

 
$
3,489,701

 
$
3,324,636

 
$
3,492,772

 
$
3,300,338

 
 
 
 
 
 
 
 
 
 
Pre-provision net revenue to total average assets (annualized)
1.71
%
 
1.72
%
 
1.53
%
 
1.65
%
 
1.52
%


16



 
At or For the Three Months Ended
 
For the Nine Months Ended
 
September 30,
 
June 30,
 
September 30,
 
September 30,
(in $000’s)
2017
 
2017
 
2016
 
2017
 
2016
 
 
 
 
 
 
 
 
 
 
Annualized Net Income Excluding Amortization of Other Intangible Assets:
 
 
 
 
Net income
$
10,895

 
$
9,766

 
$
7,792

 
$
29,470

 
$
23,749

Add: amortization of other intangible assets
869

 
871

 
1,008

 
2,603

 
3,023

Less: tax effect (at 35% tax rate) of amortization of other intangible assets
304

 
305

 
353

 
911

 
1,058

Net income excluding amortization of other intangible assets
$
11,460

 
$
10,332

 
$
8,447

 
$
31,162

 
$
25,714

 
 
 
 
 
 
 
 
 
 
Days in the period
92

 
91

 
92

 
273

 
274

Days in the year
365

 
365

 
366

 
365

 
366

Annualized net income
$
43,225

 
$
39,171

 
$
30,999

 
$
39,401

 
$
31,723

Annualized net income excluding amortization of other intangible assets
$
45,466

 
$
41,442

 
$
33,604

 
$
41,663

 
$
34,348

 
 
 
 
 
 
 
 
 
 
Average Tangible Stockholders' Equity:
 
 
 
 
Total average stockholders' equity
$
456,198

 
$
447,399

 
$
438,606

 
$
447,592

 
$
430,769

Less: average goodwill and other intangible assets
144,267

 
145,052

 
147,466

 
144,950

 
148,482

Average tangible stockholders' equity
$
311,931

 
$
302,347

 
$
291,140

 
$
302,642

 
$
282,287

 
 
 
 
 
 
 
 
 
 
Return on Average Stockholders' Equity Ratio:
 
 
 
 
 
Annualized net income
$
43,225

 
$
39,171

 
$
30,999

 
$
39,401

 
$
31,723

Average stockholders' equity
$
456,198

 
$
447,399

 
$
438,606

 
$
447,592

 
$
430,769

 
 
 
 
 
 
 
 
 
 
Return on average stockholders' equity
9.47
%
 
8.76
%
 
7.07
%
 
8.80
%
 
7.36
%
 
 
 
 
 
 
Return on Average Tangible Stockholders' Equity Ratio:
 
 
 
 
 
Annualized net income excluding amortization of other intangible assets
$
45,466

 
$
41,442

 
$
33,604

 
$
41,663

 
$
34,348

Average tangible stockholders' equity
$
311,931

 
$
302,347

 
$
291,140

 
$
302,642

 
$
282,287

 
 
 
 
 
 
 
 
 
 
Return on average tangible stockholders' equity
14.58
%
 
13.71
%
 
11.54
%
 
13.77
%
 
12.17
%

 
 
 
 
 
 
 
 
 
 

END OF RELEASE

17