Good morning and welcome to Peoples Bancorp's conference call. My name is Frank and I will be your conference facilitator today. Today's call will cover a discussion of the results of operations for the quarter ending June 30, 2015. [Operator Instructions] This call is being recorded. If you object to the recording, please disconnect at this time. Please be advised that the commentary in this call will contain projections or other forward-looking statements regarding Peoples' future financial performance or future events. These statements are based on management's current expectations. The statements in this call which are not historical facts are forward-looking statements and involve a number of risks and uncertainties detailed in Peoples' Securities and Exchange Commission filings. These include but are not limited to, the success, impact and timing of strategic initiatives; the successful completion and integration of acquisitions; the competitive nature of the financial service industry; the interest rate environment; the effect of federal and/or state banking, insurance, and tax regulations; and changes in the economic conditions. Management believes these forward-looking statements made during this call are based on reasonable assumptions within the bounds of their knowledge of Peoples' business and operations. However, it is possible that actual results may differ materially from these projections. Peoples disclaims any responsibility to update these forward-looking statements after this call. Peoples' second quarter 2015 earnings release was issued this morning and is available at peoplesbancorp.com. This call will include about 20 to 30 minutes of prepared commentary, followed by a question-and-answer period which I will facilitate. An archived webcast of this call will be available on peoplesbancorp.com. Participants in today's call will be Chuck Sulerzyski, President and Chief Executive Officer; Ed Sloane, Chief Financial Officer and Treasurer, and each will be available for questions following the opening statements. Mr. Sulerzyski, you may begin your conference, sir.

Thank you, Frank. Good morning and thanks for joining us for a review of our second quarter results. It's been a challenging quarter for our company. Our core operating performance was below expectations. Revenue growth was negatively impacted by sluggish loan growth in the first half of the year. Insurance revenue has been flat and service charges on deposit accounts have been trending downward similar to what the industry has been experiencing. Operating expenses was inflated in the second quarter primarily due to increased activity in our core operations related to integrating our acquisitions. Excluding $1.1 million in non-core adjustments, operating expenses were inflated by approximately $1.5 million for the second quarter. The increase in these expenses was comprised mainly of marketing and professional service fees. These expense items are expected to be at much lower levels in the third and fourth quarters. We estimate that core operating expenses will normalize at a target quarterly run rate of approximately $26.5 million. We are confident in meeting our 65% efficiency goal in the second half of the year. We are working at lowering staffing levels through attrition. Full time equivalent employees reached a high of 847, immediately following the NB&T closing. FTEs declined steadily during the second quarter to 831 on June 30. We have exceeded our expense reduction goals for NB&T in the first half and continued to identify staff reductions in other areas. As we stated in the first quarter, we remain committed to hitting our goal of 7% to 9% organic loan growth for the year. Excluding NB&T, loan balances increased $36.1 million or 9% annualized compared to the linked quarter. Commercial loans were up $21.9 million or 10% annualized while non-mortgage consumer loans increased $17.7 million or 38% annualized. Indirect auto lending increased $16.5 million or 54%…

Thanks, Chuck. Net interest margin was stable at 3.46% in the second quarter compared to the linked quarter and up from 3.39% in the second quarter last year. The core margin which excludes net accretion income was 3.31% compared to 3.28% last quarter, and expansion of three basis points. The margin improvement in the second quarter was a result of an eight basis point reduction in the cost of interest-bearing liabilities while earning asset yields remained relatively stable. NB&T's balance sheet contributed to the margin improvement with its relatively low cost of funds as did the continued growth in the non-interest-bearing DDA which now comprises 27% of total deposits. Three years ago non-interest-bearing DDA to deposits was below 20%. Our margin and net interest income growth fell short of expectations in the first half of the year due primarily to the lack of loan growth. In addition, excess seasonal cash on the balance sheet early in the year and the higher cash balances acquired from NB&T placed added pressure on the margin. As we move into the second half of the year, we remain confident we can gain some critical ground lost from the first six months. Chuck discussed earlier our strong commercial loan pipeline and fundings to be recognized through the remainder of 2015. We expect to recapture most if not all, the growth lost earlier this year. Thus positively positioning the portfolio and net interest income for 2016. Other balance sheet strategies we are working on early in the third quarter included reducing excess cash by $50 million and putting it to work in the securities portfolio. As loan balances build throughout the third and fourth quarters, we plan to begin lowering investment balances through normal monthly cash flow. In addition, we will take advantage of excess parent…

Thanks, Ed. At the midpoint, it's clear we have seen our share of challenges this year. Better days are ahead as we focus our attention on improving performance in the second half and starting 2016 in a strong position. To recap our guidance for 2015. We remain confident in our ability to accelerate loan growth in the second half of the year and achieve a 7% to 9% annualized growth goal by year-end. We anticipate this growth to be spread evenly through the remainder of the year. Net interest margin is expected to stabilize in the low 350s for the remainder of the year. Purchase accounting adjustments and related accretion income may cause variations in the margin quarter-to-quarter. Ed discussed key strategies initiated earlier in the third quarter to improve the core margin. These strategies coupled with loan growth are expected to improve core margin by 6 to 7 basis points in the third quarter. The efficiency ratio is expected to be at 65% in the third and fourth quarters. I discussed earlier a quarterly core expense run rate of $26.5 million. The net charge-off rate is expected to range from 20 to 30 basis points for the year. While this is a more normalized level for us moving forward, we have experienced much better results for the last several quarters. Our effective tax rate is estimated to range between 30% and 31% for the year. We remain committed to profitable growth of the company and building long-term shareholder value. I am confident we will succeed through disciplined execution of our strategies and providing extraordinary service to our customers and communities. While we are disappointed in the quarter, we remain optimistic on many fronts including our growing commercial pipeline, adding checking accounts, building relationships with our clients, and most of all the strong fundamentals of our company. In the second quarter, the power of what we do and how we do it will come through -- excuse me, in the coming quarters the power of what we do and how we do it will come through. This concludes our commentary and we will open the call for questions. Once again this is Chuck Sulerzyski and joining me for the Q&A session is Ed Sloane, Chief Financial Officer. I will now turn the call back to the hands of our call facilitator.

[Operator Instructions] First question comes from Scott Siefers from Sandler O'Neill. Please go ahead sir.

Let's see, Chuck, I was hoping you could follow up on your comments you made about the runoff in some loans at the NB franchise. Was that expected? And do you feel like it's done or could there be more to come, I mean was that mostly residential? I think that's the only line that you guys had that was not up quarter-to-quarter on an end of period basis. So I guess any color there on the NB stuff. And then more broadly, I guess I'm curious to get your thoughts Chuck on whether the revenue side, is that coming -- I guess the pressured revenues, is that more from the acquired franchises not kind of pulling their weight the way that you guys would have hoped or has there been some slowdown at the legacy Peoples franchise? I guess as you see the numbers internally, how are you thinking about those dynamics?

Okay. First, comment on the loan balance is related to NB&T. When the deal was closed, the loan balances were about $20 million less than when the deal was announced and have continued to decline since that point in time. We think we have hit the bottom of that. It is a combination of commercial and real estate, residential real estate. When you look at the commercial business, it is an unfortunate collection of businesses being sold. It's not like we lost. We did lose some accounts to competitors and we did have some credits that we were not interested in that we knew before the deal, but there was just an odd collection of businesses being sold and things of that nature that happen from time to time. That being said, I like the pipeline and I like the talent that we have acquired. I like the talent that we have added and whether this quarter or the next quarter after that, I am sure that we will start to grow there. In terms of the earnings pressure that we have been facing, it is both in the acquisitions and in the core. I mentioned the decline in the NB&T loans. That obviously has hurt us. But we have not been as effective as I would like us to be, growing our core loans, particularly on the commercial side. That being said, we are very excited about the pipeline. We have several meaningful relationships that we expect to close and fund shortly. We still believe in that 7% to 9% loan growth. We have got a pipeline commitments and that will get us there. But we do have to get there. Talking about the non-margin businesses, we in the core have experienced a slowdown in our insurance business. That is indicative of the market. In insurance you kind of have long cycles of hard and soft markets where prices either move up or down. And that will continue to impact us but we are committed to the insurance business. We just did a little acquisition. We are starting to get those insurance capabilities put out in the new markets that we acquired and that makes us optimistic for the future. And as Ed indicated in his comments, we have had good trust and investment results and continue that to -- you could expect that to continue both in the core but also in the acquired area NB&T had trust business, we are adding more 401(k) retirement plan capabilities to them and I expect to see that business continue to do well.

Okay. That's helpful. Thank you. And then just one or two other questions. So, Ed, you had given the margins some nuance around the guidance. I just want to make sure the -- I think you said low 350s for the remainder of the year. That's an all-in margin expectation, right? In other words it includes the benefit of the [FTAAs] [ph], includes the benefit of favorable remixing within the balance sheet and then some of the other restructuring actions that you had discussed as well. Is that correct that the low 350s is all-in expectation?

Yes, that is correct.

Okay, perfect. And then in the aggregate. I think just sort of looking at the revenue number that you'll have to get to based on the expense guidance. I mean it's a very considerable jump versus the run rate. So in your mind, is that all loan driven? How much will come from kind of beefing up the securities portfolio as well? And then outside of the trust and investment piece, are there other fee-based revenues that we'll be able to advance meaningfully from this quarter's run rate?

Yes. So to start with the margin side of it, Scott. Securities portfolio, we are looking at adding about $50 million. As a matter of fact we have already done it, added about $50 million to that portfolio. And so we completely reduced the level of cash, the excess cash that we had on the balance sheet and put it to work right away in around 2.5% range. Didn’t really change the duration of the securities portfolio and stayed very much within the types of securities, the CMO type securities, agency CMOs that we have been doing. So no real change in the overall profile of the investment portfolio around that. So right away we did that. I also mentioned the parent company debt that we are in the process of removing now that will take a 3.5% fixed rate debt off of that side and bring the cost to funds down to a degree. So there is some positives there. We have been trying to get that excess seasonal cash out during the first half of the year and it's just been slow to move and without the loan growth that we had anticipated in the first half of the year. Our best option was to go ahead and invest that. So that should help to improve the core margin. I think we are sitting at low 3.30s in core net interest margin. That should take it up into the, around 3.36%-3.37%, I would expect in the second half of the year. And then add on to that the accretion income. On the fee-based side, what's really been -- like Chuck said, trust and investment income has been pretty strong for us. We have reductions in our service charge levels. I had made the comment that the industry has been trending downward in that area. We have actually seen that trend ourselves. Our expectation was, with our DDA growth, that we would actually see more service charge income this year versus last year comparing organically. That hasn’t transpired. As a matter of fact we have seen some reduction in the overdraft, NSF-type fees. Those types of things. One of the things we are anticipating as we move through to the third quarter, is an increase in SBA activity and swap fee income from our commercial program. And that should really help to drive some of the increase in the fee-based numbers in the third quarter. So I think that’s something that we are looking forward to. Hopefully that gave you some color around it.

Yes, it does, thank you. And then I think just final question. Chuck, in your comments about the guidance you had suggested 20 to 30 basis points of charge-offs. Was that for the full year or for the second half? I just want to make sure I heard correctly. So if it's full year it would imply a real ramp up but if it's second half it's more normalization. So any clarification would be helpful.

I will take that one, Scott. We have been providing that type of guidance around the 20 to 30 basis points during the course of the year. It probably stems back into last year. And that represents a more normalized level. As indicated in the comments, we have seen a much, much lower level than that. And actually our core allowance has come down to some degree if you take a look at it, 1.48% to 1.42%. So I think everything is trending for a lower level of net charge-offs. Our view is to still try to provide a more normalized type level, try to be conservative with our number.

Thank you. Next question comes from Michael Perito from KBW. Please go ahead sir.

So maybe to start on the capital. The comment that the bank M&A is likely more of a '16 event than '15. But you guys still have plenty of capital today. Given kind of the trajectory of your stock, is there any internal discussions about maybe repurchasing some shares or any buyback or anything, especially if you're confident in hitting the efficiency target by year-end?

At this point in time we don’t see ourselves buying stock now. Obviously, we have got a disappointing quarter here and at some level we would look at that as an option. Our belief and hope is that you are going to see more normalized quarters in the third and fourth quarters. I mean we are a $3.2 billion bank. From my perspective anything less than $8 million a quarter is a disappointment. And we have got to be putting real numbers on the board and when we do the currency will come back. We would like to, in the interim, do some insurance acquisitions, do some investment acquisitions. We have a great deal of belief in what we are doing and we would like to put the capital to work in acquisitions down the road when the currency is a little stronger.

Okay. Thank you. And then I guess staying on the same topic. If we move to the back half of the year and you guys hit your 65% target, is there anything else that you guys would want to see, or any particular level in terms of currency where you guys would become more comfortable progressing with bank M&A next year? Any more specifics around your thoughts there would be helpful. Thanks.

Certainly the stock has got to be in the high 20s for us to be looking at more deals. And we have just got to drive the earnings in the multiple [come] [ph] and when get the powder back, we will use it. But we are probably going to get, how we are, it looks like getting slaughtered today. And giving shares out at this price in a deal makes no sense.

Next question comes from Daniel Cardenas from Raymond James. Please go ahead sir. Daniel Cardenas - Raymond James & Associates: Just quickly, a quick housekeeping question. Could you run through the status of the pipeline again. I missed some of the numbers as you were giving them out.

Sure. Pipeline, the commercial pipeline as it stood at the end of June, actually we had $250 million in the pipeline at the end of the first quarter. And that increased to approximately $310 million at the end of the second. And fundings that are expected to occur in the second half of the year net of expected payoffs are around $74 million-$75 million. Daniel Cardenas - Raymond James & Associates: Okay. And then as you look at these payoffs. Are they coming more from the legacy market or coming more from NB&T?

No, they are more from the legacy market. And they are not abnormal. What I mean, you have got customers doing different things and you know that you are going to lose deals. It's just kind of a normal flow of business. We just prefer to give both numbers. Daniel Cardenas - Raymond James & Associates: Perfect. Appreciate that. And then on the credit quality side, the jump in the non-accruals. Was that a watch list credit that popped up?

Yes. Daniel Cardenas - Raymond James & Associates: Okay. And what type of industry was this in or was this over multiple industries? This relationship over...?

They are involved in multiple things. Some shipping, some energy stuff. And it’s a situation that we are watching very closely but we think we have it properly reserved and we have been pretty good the last four years in terms of working through difficult credits and we have got a lot of confidence in what we are doing. Daniel Cardenas - Raymond James & Associates: And you guys took a charge on the credit this quarter,[indiscernible]?

No. Daniel Cardenas - Raymond James & Associates: No.

No. We have a specific reserve against the credit. But again, I am hopeful that the situation resolves itself this year in a positive way. Daniel Cardenas - Raymond James & Associates: Either through them fixing it or selling?

Yes. Daniel Cardenas - Raymond James & Associates: All right. And then as we think about provisioning in the back half of the year, should we kind of view that more to accommodate growth?

Yes.

Yes. I would say that’s correct. I think the other thing around that Dan, to keep in mind is that we continue to see a reduction in our net charge-off, our historic net charge-off rate. And you know the fact that our net charge-offs have been very low for the past several quarters is allowing us to take some of that loan growth pressure off of the reserve. So there could be a bit of offset around it but, yes, loan growth definitely is a factor in the equation.

[Operator Instructions] Next question comes from Scott Beury from Boenning and Scattergood. Please go ahead sir.

Most of my questions have been answered already. But just looking at the period end deposits, looks like you had some decreases in the total balances, mostly in retail fees, from what I'm looking at. Do you expect to continue to try and run down the CD balances a little bit or how should we be thinking about the deposits?

I think the deposit base is really very very strong. We have a very high percentage of non-interest bearing DDA. I think that’s 27%. Our deposit costs have come down. So we continue to put a lot of emphasis on deposits. We continue to gather the deposits despite this quarter's results and I actually am anxious to see what happens when rates go up because I think we have got pretty, a fair amount of stability. And actually deposits in our NB&T franchise have increased like $40 million since we have gotten it. So we feel pretty good about it.

As I mentioned earlier Scott about non-interest bearing DDA increasing as much as it has, sitting at 27% of our total deposit base. We continue to see that build. Net DDA account growth excluding NB&T has been 3.5% to 4%, if not higher than that over the past several quarters. So that’s a strong number for us.

Thanks. That's helpful. And one other quick question, I might have missed this, but you were talking about the loans that ran off from NB&T, about $15 million. Where was that concentrated mostly?

Where from a geographic standpoint or where from...

What categories, sorry?

Okay. It was pretty much spread evenly between commercial loans and residential consumer loans.

Next question comes from [Eric Rubliech] [ph], bank investor. Please go ahead sir.

Just a follow-up on that problem credit, what was the approximate size of that? Are you the only bank lender involved and are your classifieds -- or what were your classified totals linked quarter? Did they change much?

We are the only borrower involved with the credit at this point in time. The size of the loans right now is, I believe, about $13 million.

Is that net of any charge-off you've taken or just a gross [indiscernible]?

We have not taken charge-off. We have a specific reserve against it totaling I think $3.7 million. $3.3 million.

Sorry, I heard you say about the reserve before, okay. And then on the classified balances quarter-to-quarter?

Folks are digging for that now. Give us a second.

Give us a couple of minutes on that. I can tell you that we did see reduction in our classified. Our classified balances as we upgraded a credit there. And I think we commented on that.

1.48 to 1.42, but I don’t know the dollar amount off the top of my head. Can we get back to you on that one?

Yes. No, that's fine. And then just on the expense side. It looks like the sell-side community maybe had some guidance that wasn't exact on this quarter with that run rate. Was that solely attributable to just the starting balances of NB&T or is there something else you think that wasn't right there?

On the expense side?

Yes.

No. We have actually done well with our NB&T expenses in terms of making our reduction in the timeframe that we wanted to. We had some legal costs. We had some medical costs. We had some marketing costs. And we expect that to go down dramatically. We have historically not given out a specific guidance around the expense level but given the current situation we wanted to let folks know what we were shooting for in the third quarter.

No, no, I appreciate you making that very clear about where you hope the efficiently ratio is going to be. Obviously two components to that to get to the number but, okay, just wanted to double-check that. Okay. Thanks very much, Chuck.

Next question comes from Michael Perito from KBW. Please go ahead sir.

Quick follow-up on the margin. So, Ed, you've kind of mapped out how you get to the 3.37 core margin next quarter. Can you just remind us if we do see some form of movement on the short end of the rate curve in the back half of the year, how immediate you expect any benefit to be to your core margin?

Very well positioned for short-term rate increase, Mike. It's something we have been -- we certainly have been hoping for, like a lot of the banking industry, for quite some time now. So I think we are well positioned. We are not planning on changing our position. And I think the flip side to that is, when you take a look at the longer-end of the curve where the tenure is situated right now, is we are well positioned for that. It would take a fairly meaningful drop in the tenure and a flattening of the curve to have an adverse impact on both the investment portfolio and the loan portfolio.

And is there any rate assumptions embedded in this. Can you remind us, I forget when you guys initially put the guidance up, a 65% efficiency target. So obviously next quarter you guys have told us the 3.37, 3.38 margin. Is there any additional expansion assumed in the fourth quarter from higher rates to hit that target?

No, no. Not at all. We believe through good balance sheet management some of the things that I talked about earlier along with the loan growth, should help to really drive that improvement.

But to be clear, we would appreciate the break if that happened.

At this time there are no further questions. Sir, do you have any closing remarks?

Yes. I want to thank everyone for participating. Please remember that our earnings release and webcast of this call will be archived on peoplesbancorp.com under investor relations section. Thank you for your time and have a great day.

The conference has now concluded. You may now hang up. Thank you.