UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of earliest event reported: April 9, 2021
| | | | | | | | |
| PEOPLES BANCORP INC. | |
| (Exact name of Registrant as specified in its charter) | |
| | | | | | | | | | | | | | |
| Ohio | | 000-16772 | | 31-0987416 |
| (State or other jurisdiction | | (Commission File | | (I.R.S. Employer |
| of incorporation) | | Number) | | Identification Number) |
| | | | | | | | | | | | | | | | | |
| 138 Putnam Street, PO Box 738 | | | |
| Marietta, | Ohio | | 45750-0738 | |
| (Address of principal executive offices) | | (Zip Code) | |
| | | | | | | | | | | | | | | | | |
| Registrant's telephone number, including area code: | | (740) | 373-3155 | |
| | | | | | | | |
| Not applicable | |
| (Former name or former address, if changed since last report) | |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: | | | | | |
| ☒ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common shares, without par value | PEBO | The Nasdaq Stock Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
EXPLANATORY NOTE
This Current Report on Form 8-K/A (this “Form 8-K/A”) is being furnished by Peoples Bancorp Inc. (“Peoples”) to the Securities and Exchange Commission (the “SEC”) in respect of the Current Report on Form 8-K furnished by Peoples to the SEC on March 25, 2021 and accepted at 9:01:40 a.m., Eastern Daylight Time (the “First March 25, 2021 Form 8-K”). The First March 25, 2021 Form 8-K inadvertently reported, under “Item 2.02 - Results of Operations and Financial Condition” and “Item 9.01 - Financial Statements and Exhibits,” information with respect to the facilitated conference call held by management of Peoples on October 20, 2020 to discuss results of operations for the quarter ended September 30, 2020, which information had previously been reported by Peoples in a Current Report on Form 8-K furnished by Peoples to the SEC on October 26, 2020 (the “October 26, 2020 Form 8-K”). The signature page of the First March 25, 2021 Form 8-K included “October 26, 2020” as the date thereof.
In addition, within the duplicate information, tables which, in the October 26, 2020 Form 8-K, had summarized certain non-US GAAP financial measures: (i) for the three months ended September 30, 2020, June 30, 2020 and September 30, 2019; (ii) for the nine months ended September 30, 2020 and September 30, 2019; and (iii) as of September 30, 2020, June 30, 2020, March 31, 2020, December 31, 2019 and September 30, 2019 were included with incorrect dates in the column headings. The non-GAAP financial measure information for the three months ended September 30, 2020, June 30, 2020 and September 30, 2019 was inadvertently included under column headings that indicated the information was for the three months ended March 31, 2021, December 31, 2020 and March 31, 2020. The non-GAAP financial measure information for the nine months ended September 30, 2020 and September 2019 was inadvertently included under column headings that indicated the information was for the three months ended March 31, 2021 and March 31, 2020. The non-GAAP financial measure information as of September 30, 2020, June 30, 2020, March 31, 2020, December 31, 2019 and September 30, 2019 was inadvertently included under column headings that indicated the information was as of March 31, 2021, December 31, 2020, March 31, 2020, December 31, 2019 and March 31, 2019.
The First March 25, 2021 Form 8-K also inadvertently failed to include Exhibit 104 in the Index to Exhibits within “Item 9.01 - Financial Statements and Exhibits.”
This Form 8-K/A is being furnished to clarify that the information included under “Item 2.02 - Results of Operations and Financial Condition” and “Item 9.01 - Financial Statements and Exhibits” of the First March 25, 2021 Form 8-K was duplicative of that same information already furnished under “Item 2.02 - Results of Operations and Financial Condition” and “Item 9.01 - Financial Statements and Exhibits” of the October 26, 2020 Form 8 K.
This Form 8-K/A is also being furnished to correct the column headings for the non-GAAP financial measure information that had been duplicated from the October 26, 2020 Form 8-K under “Item 2.02 - Results of Operations and Financial Condition” of the First March 25, 2021 Form 8-K, with the correct column headings included in “Item 2.02 – Results of Operations and Financial Condition” of this Form 8-K/A, together with the duplicated information. “Item 9.01 - Financial Statements and Exhibits” of the First March 25, 2021 Form 8-K is being amended by this Form 8-K/A to include Exhibit 104 in the Index to Exhibits, together with Exhibit 99.1 that had been duplicated from the October 26, 2020 Form 8-K in the First March 25, 2021 Form 8-K.
As previously reported by Peoples under “Item 8.01 - Other Events” of the Current Report on Form 8-K filed by Peoples with the SEC on March 25, 2021 and accepted at 9:15:32 a.m., Eastern Daylight Time (the “Second March 25, 2021 Form 8-K”), Peoples intends to release earnings for the first quarter of 2021 (the quarter ended March 31, 2021) before the market opens on Tuesday, April 20, 2021.
Item 2.02 Results of Operations and Financial Condition
On October 20, 2020, management of Peoples Bancorp Inc. (“Peoples”) conducted a facilitated conference call at approximately 11:00 a.m., Eastern Daylight Time, to discuss results of operations for the quarter ended September 30, 2020. A replay of the conference call audio will be available on Peoples’ website, www.peoplesbancorp.com, in the “Investor Relations” section for one year. A copy of the transcript of the conference call is included as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in this Item 2.02 and Exhibit 99.1 included with this Current Report on Form 8-K, is being furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall such information be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise stated in such filing.
During the conference call, management referred to non-Generally Accepted Accounting Principles ("US GAAP") financial measures that are used by management to provide information useful to investors in understanding Peoples' operating performance and trends, and to facilitate comparisons with the performance of Peoples' peers. The following tables show the differences between the non-US GAAP financial measures referred to during the conference call and the most directly comparable US GAAP-based financial measures.
NON-US GAAP FINANCIAL MEASURES (Unaudited)
The following non-US 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. Peoples also uses the non-US GAAP financial measures for calculating incentive compensation. The following tables summarize the non-US 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, |
| (Dollars in thousands) | 2020 | | 2020 | | 2019 | | 2020 | | 2019 |
| | | | | | | | | |
| Core non-interest expense: | | | | | | | | | |
| Total non-interest expense | $ | 34,315 | | | $ | 31,805 | | | $ | 32,993 | | | $ | 100,445 | | | $ | 103,729 | |
| | | | | | | | | |
| Less: acquisition-related expenses | 335 | | | 47 | | | 199 | | | 412 | | | 7,222 | |
| Less: pension settlement charges | 531 | | | 151 | | | — | | | 1,050 | | | — | |
| Less: severance expenses | 192 | | | 79 | | | 88 | | | 284 | | | 130 | |
| | | | | | | | | |
| Less: COVID-19-related expenses | 148 | | | 918 | | | — | | | 1,206 | | | — | |
| Core non-interest expense | $ | 33,109 | | | $ | 30,610 | | | $ | 32,706 | | | $ | 97,493 | | | $ | 96,377 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Nine Months Ended |
| September 30, | | June 30, | | September 30, | | September 30, |
| (Dollars in thousands) | 2020 | | 2020 | | 2019 | | 2020 | | 2019 |
| | | | | | | | | |
| Efficiency ratio: | | | | | | | | | |
| Total non-interest expense | 34,315 | | | $ | 31,805 | | | 32,993 | | | 100,445 | | | 103,729 | |
| Less: amortization of other intangible assets | 857 | | | 728 | | | 953 | | | 2,314 | | | 2,471 | |
| Adjusted non-interest expense | $ | 33,458 | | | $ | 31,077 | | | $ | 32,040 | | | $ | 98,131 | | | $ | 101,258 | |
| | | | | | | | | |
| Total non-interest income | $ | 16,770 | | | $ | 14,664 | | | $ | 16,393 | | | $ | 47,171 | | | $ | 47,111 | |
| Less: net gain on investment securities | 2 | | | 62 | | | 97 | | | 383 | | | 70 | |
| Less: net loss on asset disposals and other transactions | (28) | | | (122) | | | (78) | | | (237) | | | (553) | |
| Total non-interest income, excluding net gains and losses | $ | 16,796 | | | $ | 14,724 | | | $ | 16,374 | | | $ | 47,025 | | | $ | 47,594 | |
| | | | | | | | | |
| Net interest income | $ | 35,119 | | | $ | 34,860 | | | $ | 35,754 | | | $ | 104,615 | | | $ | 105,717 | |
| Add: fully tax-equivalent adjustment (a) | 262 | | | 269 | | | 314 | | | 803 | | | 781 | |
| Net interest income on a fully tax-equivalent basis | $ | 35,381 | | | $ | 35,129 | | | $ | 36,068 | | | $ | 105,418 | | | $ | 106,498 | |
| | | | | | | | | |
| Adjusted revenue | $ | 52,177 | | | $ | 49,853 | | | $ | 52,442 | | | $ | 152,443 | | | $ | 154,092 | |
| | | | | | | | | |
| Efficiency ratio | 64.12 | % | | 62.34 | % | | 61.10 | % | | 64.37 | % | | 65.71 | % |
| | | | | | | | | |
| Efficiency ratio adjusted for non-core items: | | | | | | | | |
| Core non-interest expense | $ | 33,109 | | | $ | 30,610 | | | $ | 32,706 | | | $ | 97,493 | | | $ | 96,377 | |
| Less: amortization of other intangible assets | 857 | | | 728 | | | 953 | | | 2,314 | | | 2,471 | |
| Adjusted core non-interest expense | $ | 32,252 | | | $ | 29,882 | | | $ | 31,753 | | | $ | 95,179 | | | $ | 93,906 | |
| | | | | | | | | |
| Adjusted revenue | $ | 52,177 | | | $ | 49,853 | | | $ | 52,442 | | | $ | 152,443 | | | $ | 154,092 | |
| | | | | | | | | |
| Efficiency ratio adjusted for non-core items | 61.81 | % | | 59.94 | % | | 60.55 | % | | 62.44 | % | | 60.94 | % |
(a) Tax effect is calculated using a 21% statutory federal corporate income tax rate.
NON-US GAAP FINANCIAL MEASURES (Unaudited) -- (Continued)
| | | | | | | | | | | | | | | | | |
| |
| (Dollars in thousands, except per share data) | September 30, | June 30, | March 31, | December 31, | September 30, |
| 2020 | 2020 | 2020 | 2019 | 2019 |
| | | | | |
| Tangible equity: | | | | | |
| Total stockholders' equity | $ | 566,856 | | $ | 569,177 | | $ | 583,721 | | $ | 594,393 | | $ | 588,533 | |
| Less: goodwill and other intangible assets | 185,397 | | 176,625 | | 177,447 | | 177,503 | | 179,126 | |
| Tangible equity | $ | 381,459 | | $ | 392,552 | | $ | 406,274 | | $ | 416,890 | | $ | 409,407 | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| Tangible assets: | | | | | |
| Total assets | $ | 4,911,807 | | $ | 4,985,819 | | $ | 4,469,120 | | $ | 4,354,165 | | $ | 4,396,148 | |
| Less: goodwill and other intangible assets | 185,397 | | 176,625 | | 177,447 | | 177,503 | | 179,126 | |
| Tangible assets | $ | 4,726,410 | | $ | 4,809,194 | | $ | 4,291,673 | | $ | 4,176,662 | | $ | 4,217,022 | |
| | | | | |
| Tangible book value per common share: | | | | | |
| Tangible equity | $ | 381,459 | | $ | 392,552 | | $ | 406,274 | | $ | 416,890 | | $ | 409,407 | |
| Common shares outstanding | 19,721,783 | | 19,925,083 | | 20,346,843 | | 20,698,941 | | 20,700,630 | |
| | | | | |
| Tangible book value per common share | $ | 19.34 | | $ | 19.70 | | $ | 19.97 | | $ | 20.14 | | $ | 19.78 | |
| | | | | |
| Tangible equity to tangible assets ratio: | | |
| Tangible equity | $ | 381,459 | | $ | 392,552 | | $ | 406,274 | | $ | 416,890 | | $ | 409,407 | |
| Tangible assets | $ | 4,726,410 | | $ | 4,809,194 | | $ | 4,291,673 | | $ | 4,176,662 | | $ | 4,217,022 | |
| | | | | |
| Tangible equity to tangible assets | 8.07 | % | 8.16 | % | 9.47 | % | 9.98 | % | 9.71 | % |
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Nine Months Ended |
| September 30, | | June 30, | | September 30, | | September 30, |
| (Dollars in thousands, except per share data) | 2020 | | 2020 | | 2019 | | 2020 | | 2019 |
| | | | | | | | | |
| Pre-provision net revenue: | | | | | | | | | |
| Income before income taxes | $ | 12,846 | | | $ | 5,885 | | | $ | 18,149 | | | $ | 17,810 | | | $ | 47,731 | |
| Add: provision for credit losses (a) | 4,728 | | | 11,834 | | | 1,005 | | | 33,531 | | | 1,368 | |
| | | | | | | | | |
| Add: loss on OREO | — | | | — | | | 5 | | | 17 | | | 54 | |
| Add: loss on investment securities | — | | | — | | | — | | | — | | | 57 | |
| Add: loss on other assets | 43 | | | 145 | | | 73 | | | 258 | | | 504 | |
| | | | | | | | | |
| | | | | | | | | |
| Less: gain on OREO | 15 | | | 1 | | | — | | | 16 | | | — | |
| Less: gain on investment securities | 2 | | | 62 | | | 97 | | | 383 | | | 127 | |
| | | | | | | | | |
| Less: gain on other transactions | — | | | 22 | | | — | | | 22 | | | 5 | |
| Pre-provision net revenue | $ | 17,600 | | | $ | 17,779 | | | $ | 19,135 | | | $ | 51,195 | | | $ | 49,582 | |
| | | | | | | | | |
| | | | | | | | | |
| Total average assets | $ | 4,906,614 | | | $ | 4,828,016 | | | $ | 4,311,389 | | | $ | 4,706,153 | | | $ | 4,179,663 | |
| | | | | | | | | |
| Pre-provision net revenue to total average assets (annualized) | 1.43 | % | | 1.48 | % | | 1.76 | % | | 1.45 | % | | 1.59 | % |
| | | | | | | | | |
| Weighted-average common shares outstanding – diluted | 19,637,689 | | 19,858,880 | | 20,595,769 | | 19,998,353 | | 20,178,634 |
| Pre-provision net revenue per common share – diluted | $0.90 | | $0.89 | | $0.92 | | $2.55 | | $2.44 |
(a) On January 1, 2020, Peoples adopted ASU 2016-13 and adopted the CECL model. Prior to the adoption of CECL, the provision for (recovery of) credit losses was the "provision for (recovery of) loan losses." The provision for credit losses includes changes related to the allowance for credit losses on loans, which includes purchased credit deteriorated loans, held-to-maturity investment securities, and the unfunded commitment liability.
NON-US GAAP FINANCIAL MEASURES (Unaudited) -- (Continued)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Nine Months Ended |
| September 30, | | June 30, | | September 30, | | September 30, |
| (Dollars in thousands) | 2020 | | 2020 | | 2019 | | 2020 | | 2019 |
| | | | | | | | | |
| Annualized net income adjusted for non-core items: | | | | |
| Net income | $ | 10,210 | | | $ | 4,749 | | | $ | 14,868 | | | $ | 14,194 | | | $ | 38,835 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| Less: net gain on investment securities | 2 | | | 62 | | | 97 | | | 383 | | | 70 | |
| Add: tax effect of net gain on investment securities (a) | — | | | 13 | | | 20 | | | 80 | | | 15 | |
| Add: net loss on asset disposals and other transactions | 28 | | | 28 | | | 78 | | | 237 | | | 553 | |
| Less: tax effect of net loss on asset disposals and other transactions (a) | 6 | | | 6 | | | 16 | | | 50 | | | 116 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| Add: acquisition-related expenses | 335 | | | 47 | | | 199 | | | 412 | | | 7,222 | |
| Less: tax effect of acquisition-related expenses (a) | 70 | | | 10 | | | 42 | | | 87 | | | 1,517 | |
| Add: pension settlement charges | 531 | | | 151 | | | — | | | 1,050 | | | — | |
| Less: tax effect of pension settlement charges (a) | 112 | | | 32 | | | — | | | 221 | | | — | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| Add: severance expenses | 192 | | | 79 | | | 88 | | | 284 | | | 130 | |
| Less: tax effect of severance expenses (a) | 40 | | | 17 | | | 18 | | | 60 | | | 27 | |
| Add: COVID-19-related expenses | 148 | | | 918 | | | — | | | 1,206 | | | — | |
| Less: tax effect of COVID-19-related expenses (a) | 31 | | | 193 | | | — | | | 253 | | | — | |
| Net income adjusted for non-core items (after tax) | $ | 11,183 | | | $ | 5,665 | | | $ | 15,080 | | | $ | 16,409 | | | $ | 45,025 | |
| | | | | | | | | |
| Days in the period | 92 | | | 91 | | | 92 | | | 274 | | | 273 | |
| Days in the year | 366 | | | 366 | | | 365 | | | 366 | | | 365 | |
| Annualized net income | $ | 40,618 | | | $ | 19,100 | | | $ | 58,987 | | | $ | 18,960 | | | $ | 51,922 | |
| Annualized net income adjusted for non-core items (after tax) | $ | 44,489 | | | $ | 22,785 | | | $ | 59,828 | | | $ | 21,919 | | | $ | 60,198 | |
| Return on average assets: | | | | | | | | | |
| Annualized net income | $ | 40,618 | | | $ | 19,100 | | | $ | 58,987 | | | $ | 18,960 | | | $ | 51,922 | |
| Total average assets | $ | 4,906,614 | | | $ | 4,828,016 | | | $ | 4,311,389 | | | $ | 4,706,153 | | | $ | 4,179,663 | |
| Return on average assets | 0.83 | % | | 0.40 | % | | 1.37 | % | | 0.40 | % | | 1.24 | % |
| Return on average assets adjusted for non-core items: | | | | |
| Annualized net income adjusted for non-core items (after tax) | $ | 44,489 | | | $ | 22,785 | | | $ | 59,828 | | | $ | 21,919 | | | $ | 60,198 | |
| Total average assets | $ | 4,906,614 | | | $ | 4,828,016 | | | $ | 4,311,389 | | | $ | 4,706,153 | | | $ | 4,179,663 | |
| Return on average assets adjusted for non-core items | 0.91 | % | | 0.47 | % | | 1.39 | % | | 0.47 | % | | 1.44 | % |
(a) Tax effect is calculated using a 21% statutory federal corporate income tax rate.
Item 9.01. Financial Statements and Exhibits
a) - c)
Not applicable.
d) Exhibits
See Index to Exhibits which follows:
INDEX TO EXHIBITS
| | | | | | | | |
| Exhibit Number | | Description |
| | Transcript of conference call conducted by management of Peoples Bancorp Inc. on October 20, 2020 to discuss results of operations for the quarter ended September 30, 2020 |
| 104 | | Cover Page Interactive Data (the cover page XBRL tags are imbedded within the Inline XBRL document. |
| | |
[Remainder of page intentionally left blank; signature page follows]
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | | | | | | | | | |
| | | PEOPLES BANCORP INC. | |
| | | | |
| Date: | April 9, 2021 | By:/s/ | Katie Bailey | |
| | | KATIE BAILEY | |
| | | | |
| | | Executive Vice President,
Chief Financial Officer and Treasurer | |
