Park National Earnings 2019-03-31

PRK 10Q Quarterly Report

Balance Sheet	Income Statement	Cash Flow

Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR

15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2019



Commission File Number	1-13006

PARK NATIONAL CORP /OH/

(Exact name of registrant as specified in its charter)



Ohio		31-1179518
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

50 North Third Street, Newark, Ohio 43055

(Address of principal executive offices) (Zip Code)

(740) 349-8451

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ý No ¨

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 ý No ¨

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	ý	Accelerated filer	¨
Non-accelerated filer	¨	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. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨ No ý

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	PRK	NYSE-AMERICAN

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 16,646,975 Common shares, no par value per share, outstanding at May 1, 2019.

PARK NATIONAL CORPORATION

CONTENTS



	Page
PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Consolidated Condensed Balance Sheets as of March 31, 2019 and December 31, 2018 (unaudited)	3

Consolidated Condensed Statements of Income for the three months ended March 31, 2019 and 2018 (unaudited)	4

Consolidated Condensed Statements of Comprehensive Income for the three months ended March 31, 2019 and 2018 (unaudited)	6

Consolidated Condensed Statements of Changes in Shareholders’ Equity for the three months ended March 31, 2019 and 2018 (unaudited)	7

Consolidated Condensed Statements of Cash Flows for the three months ended March 31, 2019 and 2018 (unaudited)	8

Notes to Unaudited Consolidated Condensed Financial Statements	10

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	51

Item 3. Quantitative and Qualitative Disclosures About Market Risk	72

Item 4. Controls and Procedures	72

PART II. OTHER INFORMATION	73

Item 1. Legal Proceedings	73

Item 1A. Risk Factors	73

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	73

Item 3. Defaults Upon Senior Securities	74

Item 4. Mine Safety Disclosures	74

Item 5. Other Information	74

Item 6. Exhibits	74

SIGNATURES	77

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PARK NATIONAL CORPORATION AND SUBSIDARIES

Consolidated Condensed Balance Sheets (Unaudited)

(in thousands, except share and per share data)



	March 31, 2019			December 31, 2018
Assets:
Cash and due from banks	$	116,870		$	141,890
Money market instruments	70,609			25,324
Cash and cash equivalents	187,479			167,214
Investment securities:
Debt securities available-for-sale, at fair value (amortized cost of $985,045 and $1,028,883 at March 31, 2019 and December 31, 2018, respectively)	977,990			1,003,421
Debt securities held-to-maturity, at amortized cost (fair value of $359,620 and $351,422 at March 31, 2019 and December 31, 2018, respectively)	351,159			351,808
Other investment securities	53,152			55,851
Total investment securities	1,382,301			1,411,080

Loans	5,740,760			5,692,132
Allowance for loan losses	(53,368		)	(51,512		)
Net loans	5,687,392			5,640,620
Bank owned life insurance	188,839			188,417
Prepaid assets	98,675			94,079
Goodwill	112,739			112,739
Other intangible assets	6,682			6,971
Premises and equipment, net	60,506			59,771
Affordable housing tax credit investments	48,535			50,347
Other real estate owned	4,629			4,303
Accrued interest receivable	24,299			22,974
Mortgage loan servicing rights	10,082			10,178
Other	40,088			35,615
Total assets	$	7,852,246		$	7,804,308

Liabilities and Shareholders' Equity:
Deposits:
Noninterest bearing	$	1,767,596		$	1,804,881
Interest bearing	4,557,616			4,455,979
Total deposits	6,325,212			6,260,860
Short-term borrowings	212,569			221,966
Long-term debt	375,000			400,000
Subordinated notes	15,000			15,000
Unfunded commitments in affordable housing tax credit investments	19,624			22,282
Accrued interest payable	2,885			2,625
Other	56,912			49,069
Total liabilities	$	7,007,202		$	6,971,802


Shareholders' equity:
Preferred shares (200,000 shares authorized; 0 shares issued)	$	—		$	—
Common shares (No par value; 20,000,000 shares authorized; 16,586,153 shares issued at March 31, 2019 and 16,586,165 shares issued at December 31, 2018)	357,475			358,598
Retained earnings	619,971			614,069
Treasury shares (955,654 shares at March 31. 2019 and 887,987 shares at December 31, 2018)	(96,949		)	(90,373		)
Accumulated other comprehensive loss, net of taxes	(35,453		)	(49,788		)
Total shareholders' equity	845,044			832,506
Total liabilities and shareholders’ equity	$	7,852,246		$	7,804,308

SEE ACCOMPANYING NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

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PARK NATIONAL CORPORATION AND SUBSIDIARIES

Consolidated Condensed Statements of Income (Unaudited)

(in thousands, except share and per share data)



	Three Months Ended March 31,
	2019			2018
Interest and dividend income:

Interest and fees on loans	$	72,003		$	64,402

Interest and dividends on:
Obligations of U.S. Government, its agencies and other securities - taxable	6,995			6,767
Obligations of states and political subdivisions - tax-exempt	2,217			2,174
Other interest income	641			371
Total interest and dividend income	81,856			73,714

Interest expense:

Interest on deposits:
Demand and savings deposits	7,093			3,290
Time deposits	3,777			2,551

Interest on borrowings:
Short-term borrowings	739			575
Long-term debt	2,471			2,448

Total interest expense	14,080			8,864

Net interest income	67,776			64,850

Provision for loan losses	2,498			260
Net interest income after provision for loan losses	65,278			64,590

Other income:
Income from fiduciary activities	6,723			6,395
Service charges on deposit accounts	2,559			2,922
Other service income	2,818			4,172
Debit card fee income	4,369			4,002
Bank owned life insurance income	1,006			1,009
ATM fees	440			524
OREO valuation adjustments	(27		)	(207		)
(Loss) gain on sale of OREO, net	(12		)	4,321
Net loss on the sale of investment securities	—			(2,271		)
Gain on equity securities, net	121			3,489
Other components of net periodic pension benefit income	1,183			1,705
Miscellaneous	2,845			842
Total other income	22,025			26,903

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PARK NATIONAL CORPORATION AND SUBSIDIARIES

Consolidated Condensed Statements of Income (Unaudited) (Continued)

(in thousands, except share and per share data)



	Three Months Ended March 31,
	2019		2018
Other expense:
Salaries	$	25,805	$	25,320
Employee benefits	8,430		7,029
Occupancy expense	3,011		2,936
Furniture and equipment expense	4,150		4,149
Data processing fees	2,133		1,773
Professional fees and services	6,006		6,190
Marketing	1,226		1,218
Insurance	1,156		1,428
Communication	1,333		1,250
State tax expense	1,005		1,105
Amortization of intangibles	289		—
Miscellaneous	2,283		1,910
Total other expense	56,827		54,308

Income before income taxes	30,476		37,185

Income taxes	5,021		6,062

Net income	$	25,455	$	31,123

Earnings per Common Share:
Basic	$	1.63	$	2.04
Diluted	$	1.62	$	2.02

Weighted average common shares outstanding
Basic	15,651,541		15,288,332
Diluted	15,744,777		15,431,328

Cash dividends declared	$	1.21	$	0.94

SEE ACCOMPANYING NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

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PARK NATIONAL CORPORATION AND SUBSIDIARIES

Consolidated Condensed Statements of Comprehensive Income (Unaudited)

(in thousands)



	Three Months Ended March 31,
	2019			2018
Net income	$	25,455		$	31,123

Other comprehensive income (loss), net of tax:
Net loss realized on sale of securities, net of income tax benefit of $538 for the three months ended March 31, 2018	—			2,024
Unrealized net holding gain (loss) on debt securities available-for-sale, net of income tax effect of $3,866 and $(6,223) for the three months ended March 31, 2019 and 2018, respectively	14,541			(23,410		)
Unrealized loss on cash flow hedging derivatives, net of income tax effect of $(55) for the three months ended March 31, 2019	(206		)	—
Other comprehensive income (loss)	$	14,335		$	(21,386	)

Comprehensive income	$	39,790		$	9,737

SEE ACCOMPANYING NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

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PARK NATIONAL CORPORATION AND SUBSIDIARIES

Consolidated Condensed Statements of Changes in Shareholders' Equity (Unaudited)

(in thousands, except share and per share data)



	Preferred Shares		Common Shares			Retained Earnings			Treasury Shares			Accumulated Other Comprehensive (Loss) Income
Balance at January 1, 2018, as previously presented	$	—	$	307,726		$	561,908		$	(87,079	)	$	(26,454	)
Cumulative effect of change in accounting principle for marketable equity securities, net of tax						1,917						(995		)
Balance at January 1, 2018, as adjusted	—		307,726			563,825			(87,079		)	(27,449		)
Reclassification of disproportionate income tax effects						3,806						(3,806		)
Net income						31,123
Other comprehensive loss, net of tax												(21,386		)
Dividends on common shares at $0.94 per share						(14,496		)
Cash payment for fractional common shares in dividend reinvestment plan			(1		)
Issuance of 18,800 common shares under share-based compensation awards, net of 5,879 common shares withheld to pay employee income taxes			(1,597		)	(317		)	$	1,304
Share-based compensation expense			1,121
Balance at March 31, 2018	$	—	$	307,249		$	583,941		$	(85,775	)	$	(52,641	)

Balance at January 1, 2019, as previously presented	$	—	$	358,598		$	614,069		$	(90,373	)	$	(49,788	)
Cumulative effect of change in accounting principle for leases, net of tax						(143		)
Balance at January 1, 2019, as adjusted	—		358,598			613,926			(90,373		)	(49,788		)
Net income						25,455
Other comprehensive income, net of tax												14,335
Dividends on common shares at $1.21 per share						(19,137		)
Cash payment for fractional common shares in dividend reinvestment plan			(1		)
Issuance of 27,719 common shares under share-based compensation awards, net of 8,736 common shares withheld to pay employee income taxes			(2,480		)	(273		)	1,926
Repurchase of 86,650 common shares to be held as treasury shares									(8,502		)
Share-based compensation expense			1,358
Balance at March 31, 2019	$	—	$	357,475		$	619,971		$	(96,949	)	$	(35,453	)

SEE ACCOMPANYING NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

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PARK NATIONAL CORPORATION AND SUBSIDIARIES

Consolidated Condensed Statements of Cash Flows (Unaudited)

(in thousands)



	Three Months Ended March 31,
	2019			2018
Operating activities:
Net income	$	25,455		$	31,123

Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses	2,498			260
Amortization of loan fees and costs, net	(1,583		)	(1,506		)
Depreciation of premises and equipment	2,133			2,135
Amortization of investment securities, net	353			405
Realized net investment securities losses	—			2,271
Gain on equity securities, net	(121		)	(3,489		)
Loan originations to be sold in secondary market	(34,419		)	(40,379		)
Proceeds from sale of loans in secondary market	35,123			38,769
Gain on sale of loans in secondary market	(822		)	(945		)
Share-based compensation expense	1,358			1,121
OREO valuation adjustments	27			207
(Loss) gain on sale of OREO, net	12			(4,321		)
Bank owned life insurance income	(1,006		)	(1,009		)
Investment in qualified affordable housing tax credits amortization	1,812			1,851

Changes in assets and liabilities:
Increase in prepaid dealer premiums	(281		)	(471		)
Increase in other assets	(2,734		)	(1,159		)
Decrease in other liabilities	(3,150		)	(2,809		)
Net cash provided by operating activities	$	24,655		$	22,054

Investing activities:
Proceeds from the redemption/repurchase of Federal Home Loan Bank stock	$	5,405		$	—
Proceeds from sales of investment securities	—			252,055
Proceeds from calls and maturities of:
Available-for-sale debt securities	44,066			41,097
Held-to-maturity debt securities	68			1,652
Purchases of:
Available-for-sale debt securities	—			(270,005		)
Equity securities	—			(101		)
Federal Reserve Bank stock	(2,585		)	—
Net loan (originations) paydowns, portfolio loans	(47,909		)	82,288
Investment in qualified affordable housing	(2,658		)	—
Proceeds from the sale of OREO	181			9,816
Life insurance death benefits	584			1,379
Purchases of premises and equipment	(2,902		)	(2,473		)
Net cash (used in) provided by investing activities	$	(5,750	)	$	115,708

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PARK NATIONAL CORPORATION AND SUBSIDIARIES Consolidated Condensed Statements of Cash Flows (Unaudited) (Continued) (in thousands)
	Three Months Ended March 31,
	2019			2018
Financing activities:
Net increase in deposits	$	64,389		$	266,968
Net decrease in short-term borrowings	(9,397		)	(207,199		)
Proceeds from issuance of long-term debt	25,000			25,000
Repayment of long-term debt	(50,000		)	(100,000		)
Value of common shares withheld to pay employee income taxes	(827		)	(610		)
Repurchase of common shares to be held as treasury shares	(8,502		)	—
Cash dividends paid	(19,303		)	(14,452		)
Net cash provided by (used in) financing activities	$	1,360		$	(30,293	)

Increase in cash and cash equivalents	20,265			107,469

Cash and cash equivalents at beginning of year	167,214			169,112

Cash and cash equivalents at end of period	$	187,479		$	276,581

Supplemental disclosures of cash flow information:

Cash paid for:
Interest	$	13,820		$	9,118

Non-cash items:
Loans transferred to OREO	$	568		$	628

Securities purchase commitments	$	—		$	2,448

Right of use assets obtained in exchange for lease obligations	$	10,970		$	—

SEE ACCOMPANYING NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

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PARK NATIONAL CORPORATION

NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

Note 1 – Basis of Presentation

The accompanying unaudited consolidated condensed financial statements included in this report have been prepared for Park National Corporation (sometimes also referred to as the “Registrant”) and its subsidiaries. Unless the context otherwise requires, references to "Park", the "Corporation" or the "Company" and similar terms mean Park National Corporation and its subsidiaries. In the opinion of management, all adjustments (consisting of normal recurring accruals) necessary for a fair presentation of the results of operations for the interim periods included herein have been made. The results of operations for the three-month period ended March 31, 2019 are not necessarily indicative of the operating results to be anticipated for the fiscal year ending December 31, 2019.

The accompanying unaudited consolidated condensed financial statements have been prepared in accordance with the instructions for Form 10-Q and, therefore, do not include all information and footnotes necessary for a fair presentation of the condensed balance sheets, condensed statements of income, condensed statements of comprehensive income, condensed statements of changes in shareholders’ equity and condensed statements of cash flows in conformity with United States ("U.S.") generally accepted accounting principles (“U.S. GAAP”). These financial statements should be read in conjunction with the consolidated financial statements incorporated by reference in the Annual Report on Form 10-K of Park for the fiscal year ended December 31, 2018 from Park’s 2018 Annual Report to Shareholders (“Park's 2018 Annual Report”).

Park’s significant accounting policies are described in Note 1 of the Notes to Consolidated Financial Statements included in Park’s 2018 Annual Report. For interim reporting purposes, Park follows the same basic accounting policies, as updated by the information contained in this report, and considers each interim period an integral part of an annual period.

Note 2 - Adoption of New Accounting Pronouncements and Issued But Not Yet Effective Accounting Standards

The following is a summary of new accounting pronouncements impacting Park's consolidated financial statements, and issued but not yet effective accounting standards:

Adoption of New Accounting Pronouncements

ASU 2016-02 - Leases (Topic 842): In February 2016, the Financial Accounting Standards Board ("FASB") issued ASU 2016-02 - Leases (Topic 842). This ASU requires all organizations that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. Additional qualitative and quantitative disclosures will be required so that users can understand more about the nature of an entity’s leasing activities. The new guidance is effective for annual reporting periods and interim reporting periods within those annual periods, beginning after December 15, 2018. The adoption of this guidance on January 1, 2019 resulted in a $11.0 million increase in assets, a $11.2 million increase in liabilities and a $143,000 decrease in beginning retained earnings, but did not have a material impact on Park's consolidated statement of income. Additionally, Note 13 - Leases includes new required disclosures.

ASU 2017-08 - Receivables - Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities: In March 2017, the FASB issued ASU 2017-08 - Receivables - Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities. This ASU amends the amortization period for certain purchased callable debt securities held at a premium. It shortens the amortization period for the premium to the earliest call date. Under previous U.S. GAAP, premiums on callable debt securities generally were amortized to the maturity date. The new guidance is effective for annual reporting periods, and interim reporting periods within those annual periods, beginning after December 15, 2018. The adoption of this guidance on January 1, 2019 did not have a material impact on Park's consolidated financial statements.

ASU 2018-10 - Codification Improvements to Topic 842, Leases: In July 2018, the FASB issued ASU 2018-10 - Codification Improvements to Topic 842, Leases. This ASU includes amendments that clarify certain aspects of the guidance issued in ASU 2016-02. Park considered this clarification in determining the appropriate adoption of ASU 2016-02 on January 1, 2019.

ASU 2018-11 - Leases (Topic 842): Targeted Improvements: In July 2018, the FASB issued ASU 2018-11 - Leases (Topic 842): Targeted Improvements. This ASU amends the guidance in ASU 2016-02 which was not yet effective. The amendments in the ASU provide entities with an additional (and optional) transition method to adopt the new leases standard. Under this

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new transition method, an entity initially applies the new leases standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings for the period of adoption. Additionally, this amendment provides lessors with a practical expedient, by class of asset, to not separate nonlease components from the associated lease component and, instead, to account for those components as a single component if certain criteria are met. Park considered this clarification in determining the appropriate adoption of ASU 2016-02 on January 1, 2019.

ASU 2018-16 - Derivatives and Hedging (Topic 815): Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes: In October 2018, the FASB issued ASU 2018-16 - Derivatives and Hedging (Topic 815): Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes. The amendments in this ASU permit use of the OIS rate based on SOFR as a U.S. benchmark interest rate for hedge accounting purposes under Topic 815 in addition to the interest rates on direct Treasury obligations of the U.S. government ("UST"), the LIBOR swap rate, the OIS rate based on the Fed Funds Effective Rate, and the SIFMA Municipal Swap Rate. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The adoption of this guidance on January 1, 2019 did not have an impact on Park’s consolidated financial statements.

ASU 2018-20 - Leases (Topic 842): Narrow - Scope Improvements for Lessors: In December 2018, the FASB issued ASU 2018-20 - Leases (Topic 842): Narrow - Scope Improvements for Lessors. The amendments in this ASU address the treatment of certain sales taxes and other similar taxes, certain lessor costs and recognition of variable payments for contracts with lease and nonlease components. Park considered this clarification in determining the appropriate adoption of ASU 2016-02 on January 1, 2019.

ASU 2019-01 - Leases (Topic 842): Narrow - Codification Improvements: In January 2019, the FASB issued ASU 2019-01 - Leases (Topic 842): Codification Improvements. The amendments in this ASU address determining the fair value of the underlying asset by lessors that are not manufacturers or dealers, the presentation on the statement of cash flows for sales type and direct financing leases, and transition disclosures related to Topic 250, Accounting Changes and Error Corrections. Park considered this clarification in determining the appropriate adoption of ASU 2016-02 on January 1, 2019.

Issued But Not Yet Effective Accounting Standards

ASU 2016-13 - Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments: In June 2016, FASB issued ASU 2016-13 - Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The new guidance replaces the incurred loss model with an expected loss model, which is referred to as the current expected credit loss ("CECL") model. The CECL model is applicable to the measurement of credit losses on financial assets measured at amortized cost, including loan receivables, held-to-maturity ("HTM") debt securities, and reinsurance receivables. It also applies to off-balance sheet credit exposures not accounted for as insurance (loan commitments, standby letters of credit, financial guarantees, and other similar instruments) and net investments in leases recognized by a lessor. The CECL model requires an entity to estimate credit losses over the life of an asset or off-balance sheet exposure. The new guidance is effective for annual reporting periods and interim reporting periods within those annual periods, beginning after December 15, 2019. Early adoption is permitted for annual reporting periods and interim reporting periods within those annual periods, beginning after December 15, 2018.

Management is currently evaluating the impact of the adoption of this guidance on Park's consolidated financial statements. We anticipate that the adoption of the CECL model will result in a material increase to Park's allowance for loan losses. Management has established a committee to oversee the implementation of the CECL model and is currently in the process of evaluating segmentation and model selection.

ASU 2018-13 - Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement: In August 2018, the FASB issued ASU 2018-13 - Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. This ASU modifies the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement by removing, modifying and adding certain requirements. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted upon issuance of this ASU. An entity is permitted to early adopt and remove or modify disclosures upon issuance of the ASU and delay adoption of the additional disclosures until their effective date. The adoption of this guidance will not have an impact on Park’s consolidated financial statements, but will impact disclosures.

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ASU 2018-14 - Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20): Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans: In August 2018, the FASB issued ASU 2018-14 - Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20): Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans. The amendments in this ASU modify the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans by removing disclosures that are no longer considered cost beneficial, clarifying the specific requirements of disclosures and adding disclosure requirements identified as relevant. The amendments in this ASU are effective for fiscal years ending after December 15, 2020. Early adoption is permitted. The adoption of this guidance will not have an impact on Park’s consolidated financial statements, but will impact disclosures.

ASU 2018-19 - Codification Improvements to Topic 326, Financial Instruments - Credit Losses: In November 2018, the FASB issued ASU 2018-19 - Codification Improvements to Topic 326, Financial Instruments - Credit Losses. The amendment in this ASU clarifies that receivables arising from operating leases are not within the scope of Subtopic 326-20. Impairment of receivables arising from operating leases should be accounted for in accordance with Topic 842, Leases. Park will consider this clarification in determining the appropriate adoption of ASU 2016-13, effective for annual reporting periods and interim reporting periods within those annual periods, beginning after December 15, 2019.

Note 3 - Business Combinations

On July 1, 2018, NewDominion Bank, a North Carolina state-chartered bank (“NewDominion”), merged with and into The Park National Bank, the national bank subsidiary of Park ("PNB"), with PNB continuing as the surviving entity pursuant to the Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), dated as of January 22, 2018, by and among Park, PNB, and NewDominion. In accordance with the Merger Agreement, NewDominion shareholders were permitted to make an election to receive for their shares of NewDominion common stock either $1.08 in cash without interest (the cash consideration) or 0.01023 of a Park common share, plus cash in lieu of any fractional Park common share (the stock consideration). Based on the terms of the Merger Agreement, the aggregate consideration to be paid in the merger was subject to proration and allocation procedures to ensure that 60 percent of the shares of NewDominion common stock outstanding immediately prior to the completion of the merger were exchanged for the stock consideration and that the remaining 40 percent of the shares of NewDominion common stock outstanding immediately prior to the completion of the merger were exchanged for the cash consideration, including, in each case, shares of NewDominion common stock subject to NewDominion options and restricted stock awards.

Closing Price ($)	Shares Out (MM)	Market Cap ($MM)
$98.94	17	$1,650

10-Q	2019-03-31	Quarter: 2019-03-31
10-K	2018-12-31	Annual: 2018-12-31
10-Q	2018-09-30	Quarter: 2018-09-30
10-Q	2018-06-30	Quarter: 2018-06-30
10-Q	2018-03-31	Quarter: 2018-03-31
10-K	2017-12-31	Annual: 2017-12-31
10-Q	2017-09-30	Quarter: 2017-09-30
10-Q	2017-06-30	Quarter: 2017-06-30
10-Q	2017-03-31	Quarter: 2017-03-31
10-K	2016-12-31	Annual: 2016-12-31
10-Q	2016-09-30	Quarter: 2016-09-30
10-Q	2016-06-30	Quarter: 2016-06-30
10-Q	2016-03-31	Quarter: 2016-03-31
10-K	2015-12-31	Annual: 2015-12-31
10-Q	2015-09-30	Quarter: 2015-09-30
10-Q	2015-06-30	Quarter: 2015-06-30
10-Q	2015-03-31	Quarter: 2015-03-31
10-K	2014-12-31	Annual: 2014-12-31
10-Q	2014-09-30	Quarter: 2014-09-30
10-Q	2014-06-30	Quarter: 2014-06-30
10-Q	2014-03-31	Quarter: 2014-03-31
10-K	2013-12-31	Annual: 2013-12-31

8-K	2019-06-20	Enter Agreement, Off-BS Arrangement, Exhibits
8-K	2019-04-22	Officers, Shareholder Vote, Exhibits
8-K	2019-04-22	Regulation FD, Exhibits
8-K	2019-04-19	Earnings, Regulation FD, Other Events, Exhibits
8-K	2019-02-13	Regulation FD, Exhibits
8-K	2019-01-28	Earnings, Officers, Regulation FD, Other Events, Exhibits
8-K	2019-01-28	Earnings, Officers, Regulation FD, Other Events, Exhibits
8-K	2019-01-14	Other Events
8-K	2018-12-17	Other Events
8-K	2018-12-04	Officers, Exhibits
8-K	2018-11-19	Officers, Exhibits
8-K	2018-11-06	Regulation FD, Exhibits
8-K	2018-10-22	Earnings, Regulation FD, Other Events, Exhibits
8-K	2018-09-13	Other Events, Exhibits
8-K	2018-09-12	Enter Agreement, Exhibits
8-K	2018-07-23	Earnings, Regulation FD, Other Events, Exhibits
8-K	2018-07-09	Other Events, Exhibits
8-K	2018-07-01	Other Events, Exhibits
8-K	2018-06-22	Enter Agreement, Off-BS Arrangement, Exhibits
8-K	2018-06-14	Other Events, Exhibits
8-K	2018-05-17	Enter Agreement, Off-BS Arrangement, Exhibits
8-K	2018-04-23	Shareholder Vote
8-K	2018-04-20	Earnings, Regulation FD, Other Events, Exhibits
8-K	2018-02-07	Regulation FD, Exhibits
8-K	2018-01-23	Other Events, Exhibits
8-K	2018-01-22	Enter Agreement, Exhibits

WCG	Wellcare Health Plans	13,400
DLB	Dolby Laboratories	6,490
GDS	GDS Holdings	4,520
PRIM	Primoris Services	1,050
SGA	Saga Communications	182
CRVS	Corvus Pharmaceuticals	121
SCYX	Scynexis	80
TTPH	Tetraphase Pharmaceuticals	54
ITCC	Inspro Technologies	0
EDRG	Rokk3R	0

EX-10.1	prk-ex101.htm
EX-31.1	prk-ex311x20190331x10q.htm
EX-31.2	prk-ex312x20190331x10q.htm
EX-32.1	prk-ex321x20190331x10q.htm
EX-32.2	prk-ex322x20190331x10q.htm