pebo-20220125
0000318300FALSE00003183002020-01-212020-01-21

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 28, 2022 (January 25, 2022)

PEOPLES BANCORP INC.
(Exact name of Registrant as specified in its charter)
Ohio000-1677231-0987416
(State or other jurisdiction(Commission File(I.R.S. Employer
of incorporation)Number)Identification Number)
138 Putnam Street, PO Box 738
Marietta,Ohio45750-0738
(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 classTrading Symbol(s)Name of each exchange on which registered
Common shares, without par valuePEBOThe 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. ☐


Item 2.02     Results of Operations and Financial Condition

On January 25, 2022, management of Peoples Bancorp Inc. (“Peoples”) conducted a facilitated conference call at approximately 11:00 a.m., Eastern Standard Time, to discuss results of operations for the quarter and twelve months ended December 31, 2021. 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.

Three Months Ended
Year Ended
December 31,
September 30,
December 31,
December 31,
(Dollars in thousands)
2021
2021
2020
2021
2020
Core non-interest expense:
Total non-interest expense
$47,991 $57,860 $33,250 $183,737 $133,695 
Less: acquisition-related expenses
918
16,209
77
21,423
489
Less: pension settlement charges
—
143
4
143
1,054
Less: severance expenses
16
—
771
79
1,055
Less: COVID-19 related expenses
566
181
126
1,248
1,332
Less: Peoples Bank Foundation, Inc. contribution
—
—
—
500
—
Less: contract negotiation expenses
(603)1,851 — 1,248 — 
Core non-interest expense
$47,094 $39,476 $32,272 $159,096 $129,765 




Three Months Ended
Year Ended
December 31,
September 30,
December 31,
December 31,
(Dollars in thousands)
2021
2021
2020
2021
2020
Efficiency ratio:
Total non-interest expense
$47,991$57,860$33,250$183,737$133,695
Less: amortization of other intangible assets
1,508
1,279
909
4,775
3,223
Adjusted total non-interest expense
46,483
56,581
32,341
178,962
130,472
Total non-interest income
20,647
16,346
16,501
69,717
63,672
Add: net loss on investment securities
(158)
(166)
(751)
(862)
(368)
Add: net gain (loss) on asset disposals and other transactions
1,784
(308)
(53)
1,325
(290)
Total non-interest income, excluding net gains and losses
19,021
16,820
17,305
69,254
64,330
Net interest income
54,579
42,578
34,308
172,395
138,923
Add: fully tax-equivalent adjustment (a)
380
351
251
1,350
1,054
Net interest income on a fully tax-equivalent basis
54,959
42,929
34,559
173,745
139,977
Adjusted revenue
$73,980$59,749$51,864$242,999$204,307
Efficiency ratio
62.83 %94.70 %62.36 %73.65 %63.86 %
Efficiency ratio adjusted for non-core items:
Core non-interest expense
$47,094$39,476$32,272$159,096$129,765
Less: amortization of other intangible assets
1,508
1,279
909
4,775
3,223
Adjusted core non-interest expense
45,586
38,197
31,363
154,321
126,542
Adjusted revenue
$73,980$59,749$51,864$242,999$204,307
Efficiency ratio adjusted for non-core items
61.62 %63.93 %60.47 %63.51 %61.94 %
(a) Tax effect is calculated using a 21% statutory federal corporate income tax rate.





At or For the Three Months Ended
December 31,
September 30,
June 30,
March 31,
December 31,
(Dollars in thousands, except per share data)
2021
2021
2021
2021
2020
Tangible equity:
Total stockholders' equity
$845,204$831,882$585,505$578,893$575,673
Less: goodwill and other intangible assets
296,627
295,415
221,576
184,007
184,597
Tangible equity
$548,577$536,467$363,929$394,886$391,076
Tangible assets:
Total assets
$7,068,376$7,059,752$5,067,634$5,143,052$4,760,764
Less: goodwill and other intangible assets
296,627
295,415
221,576
184,007
184,597
Tangible assets
$6,771,749$6,764,337$4,846,058$4,959,045$4,576,167
Tangible book value per common share:
Tangible equity
$548,577$536,467$363,929$394,886$391,076
Common shares outstanding
28,297,771
28,265,791
19,660,877
19,563,979
19,563,979
Tangible book value per common share
$19.39$18.98$18.51$20.18$19.99
Tangible equity to tangible assets ratio:
Tangible equity
$548,577$536,467$363,929$394,886$391,076
Tangible assets
$6,771,749$6,764,337$4,846,058$4,959,045$4,576,167
Tangible equity to tangible assets
8.10%7.93%7.51%7.96%8.55%


Three Months Ended
Year Ended
December 31,
September 30,
December 31,
December 31,
(Dollars in thousands)
2021
2021
2020
2021
2020
Pre-provision net revenue:
Income (loss) before income taxes
$34,848$(7,930)$24,836$58,655$42,646
Add: provision for credit losses
—
8,994
—
—
26,254
Add: loss on OREO
2
32
162
34
197
Add: loss on investment securities
556
316
1,020
2,046
1,023
Add: loss on other assets
235
363
148
714
601
Add: net loss on other transactions
—
6
—
—
—
Less: recovery of credit losses
7,613
—
7,277
280
—
Less: gain on OREO
307
—
43
315
77
Less: gain on investment securities
397
150
269
1,184
655
Less: gain on other transactions
1,511
—
—
1,504
 
—
Less: gain on other assets
203
93
214
462
431
Pre-provision net revenue
$25,610$1,538$18,363$57,704$69,558
Total average assets
7,098,927
5,475,147
4,837,978
5,672,607
4,739,289
Pre-provision net revenue to total average assets (annualized)
1.43%0.11%1.51%1.02%1.47%
Weighted-average common shares outstanding – diluted
28,114,980
20,789,271
19,442,284
21,959,883
19,843,806
Pre-provision net revenue per common share – diluted
$0.91$0.07$0.94$2.62$3.49




Three Months Ended
Year Ended
December 31,
September 30,
December 31,
December 31,
(Dollars in thousands)
2021
2021
2020
2021
2020
Annualized net income adjusted for non-core items:
Net income (loss)
$27,926$(5,758)$20,573$47,734$34,767
Add: net loss on investment securities
158
166
751
862
368
Less: tax effect of net loss on investment securities (a)
33
35
158
181
77
Add: loss on asset disposals and other transactions
—
308
53
—
290
Less: tax effect of net loss on asset disposals and other transactions (a)
—
65
11
—
61
Less: gain on asset disposals and other transactions (a)
1,784
—
—
1,325
—
Add: tax effect of net loss on asset disposals and other transactions (a)
375
—
—
278
—
Add: acquisition-related costs
918
16,209
77
21,420
1,459
Less: tax effect of acquisition-related costs (a)
193
3,404
16
4,498
306
Add: severance expenses
16
—
771
79
1,055
Less: tax effect of severance expenses (a)
3
—
162
17
222
Add: pension settlement charges
—
143
4
143
1,054
Less: tax effect of pension settlement charges (a)
—
30
1
30
221
Add: COVID-19-related expenses
566
181
126
1,248
1,332
Less: tax effect of COVID-19-related expenses (a)
119
38
26
262
280
Add: Peoples Bank Foundation, Inc. contribution
—
—
—
500
—
Less: tax effect of Peoples Bank Foundation, Inc. contribution
—
—
—
105
—
Add: contract negotiation expenses
—
1,851
—
1,851
—
Less: tax effect of contract negotiation expenses
—
389
—
389
—
Less: refund of contract negotiation expense
603
—
—
603
—
Add: tax effect of refund of contract negotiation expense
127
—
—
127
—
Net income adjusted for non-core items
$27,351$9,139$21,981$66,832$39,158
Days in the period
92
92
92
365
366
Days in the year
365
365
366
365
366
Annualized net income (loss)
$110,793$(22,844)$81,845$47,734$34,767
Annualized net income adjusted for non-core items
$108,512$36,258$87,446$66,832$39,158
Return on average assets:
Annualized net income (loss)
$110,793$(22,844)$81,845$47,734$34,767
Total average assets
$7,098,927$5,475,147$4,837,978$5,672,607$4,739,289
Return on average assets
1.56%(0.42)%1.69%0.84%0.73%
Return on average assets adjusted for non-core items:
Annualized net income adjusted for non-core items
$108,512 $36,258$87,446$66,832$39,158
Total average assets
$7,098,927$5,475,147$4,837,978$5,672,607$4,739,289
Return on average assets adjusted for non-core items
1.53%0.66%1.81%1.18%0.83%
(a) Tax effect is calculated using a 21% statutory federal corporate income tax rate.




For the Three Months Ended
For the Year Ended
December 31,
September 30,
December 31,
December 31,
(Dollars in thousands)
2021
2021
2020
2021
2020
Annualized net income excluding amortization of other intangible assets:
Net income (loss)
$27,926$(5,758)$20,573$47,734$34,767
Add: amortization of other intangible assets
1,508
1279
909
4,775
3,223
Less: tax effect of amortization of other intangible assets (a)
317
269
191
1,003
677
Net income (loss) excluding amortization of other intangible assets
$ 29,11
$(4,748)
$ 21,29
$ 51,50
$ 37,31
Days in the period
92
92
92
365
366
Days in the year
365
365
366
365
366
Annualized net income (loss)
$ 110,79
$(22,844)
$ 81,84
$ 47,73
$ 34,76
Annualized net income (loss) excluding amortization of other intangible assets
$ 115,51
$(18,837)
$ 84,70
$ 51,50
$ 37,31
Average tangible equity:
Total average stockholders' equity
$836,799$627,783$566,292$656,633$575,386
Less: average goodwill and other intangible assets
298,337232,361185,093234,683181,526
Average tangible equity
$538,462$395,422$381,199$421,950$393,860
Return on average stockholders' equity ratio:
Annualized net income (loss)
$110,793$(22,844)$81,845$47,734$34,767
Average stockholders' equity
$836,799$627,783$566,292$656,633$575,386
Return on average stockholders' equity
13.24%(3.64)%14.45%7.27%6.04%
Return on average tangible equity ratio:
Annualized net income (loss) excluding amortization of other intangible assets
$115,519$(18,837)$84,701$51,506$37,313
Average tangible equity
$538,462$395,422$381,199$421,950$393,860
Return on average tangible equity
21.45%(4.76)%22.22%12.21%9.47%
(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 below.

INDEX TO EXHIBITS
Exhibit NumberDescription
Transcript of conference call conducted by management of Peoples Bancorp Inc. on January 25, 2022 to discuss results of operations for the quarter and twelve months ended December 31, 2021





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:January 28, 2022By:/s/KATHRYN BAILEY
Kathryn Bailey
Executive Vice President,
Chief Financial Officer and Treasurer