Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 29, 2024 (April 23, 2024)
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. ☐
Item 2.02 Results of Operations and Financial Condition
On April 23, 2024, 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 March 31, 2024. 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
March 31,
December 31,
March 31,
(Dollars in thousands)
2024
2023
2023
Core non-interest expense:
Total non-interest expense
$
68,465
$
67,689
$
56,479
Less: acquisition-related expenses
(84)
1,276
551
Core non-interest expense
$
68,549
$
66,413
$
55,928
Three Months Ended
March 31,
December 31,
March 31,
(Dollars in thousands)
2024
2023
2023
Efficiency ratio:
Total non-interest expense
$
68,465
$
67,689
$
56,479
Less: amortization of other intangible assets
2,788
3,271
1,871
Adjusted total non-interest expense
65,677
64,418
54,608
Total non-interest income
25,779
24,134
19,060
Less: net loss on investment securities
(1)
(1,592)
(1,935)
Less: net loss on asset disposals and other transactions
(341)
(619)
(246)
Total non-interest income, excluding net gains and losses
26,121
26,345
21,241
Net interest income
86,640
88,369
72,878
Add: fully tax-equivalent adjustment (a)
400
414
399
Net interest income on a fully tax-equivalent basis
87,040
88,783
73,277
Adjusted revenue
$
113,161
$
115,128
$
94,518
Efficiency ratio
58.04
%
55.95
%
57.78
%
Efficiency ratio adjusted for non-core items:
Core non-interest expense
$
68,549
$
66,413
$
55,928
Less: amortization of other intangible assets
2,788
3,271
1,871
Adjusted core non-interest expense
65,761
63,142
54,057
Adjusted revenue
$
113,161
$
115,128
$
94,518
Efficiency ratio adjusted for non-core items
58.11
%
54.85
%
57.19
%
(a) Tax effect is calculated using a 23.3% blended corporate income tax rate for all periods presented.
At or For the Three Months Ended
March 31,
December 31,
September 30,
June 30,
March 31,
(Dollars in thousands, except per share data)
2024
2023
2023
2023
2023
Tangible equity:
Total stockholders' equity
$
1,062,002
$
1,053,534
$
993,219
$
998,907
$
819,543
Less: goodwill and other intangible assets
409,285
412,172
408,494
413,172
324,562
Tangible equity
$
652,717
$
641,362
$
584,725
$
585,735
$
494,981
Tangible assets:
Total assets
$
9,270,774
$
9,157,382
$
8,942,534
$
8,786,635
$
7,311,520
Less: goodwill and other intangible assets
409,285
412,172
408,494
413,172
324,562
Tangible assets
$
8,861,489
$
8,745,210
$
8,534,040
$
8,373,463
$
6,986,958
Tangible book value per common share:
Tangible equity
$
652,717
$
641,362
$
584,725
$
585,735
$
494,981
Common shares outstanding
35,486,234
35,314,745
35,395,990
35,374,916
28,488,158
Tangible book value per common share
$
18.39
$
18.16
$
16.52
$
16.56
$
17.37
Tangible equity to tangible assets ratio:
Tangible equity
$
652,717
$
641,362
$
584,725
$
585,735
$
494,981
Tangible assets
$
8,861,489
$
8,745,210
$
8,534,040
$
8,373,463
$
6,986,958
Tangible equity to tangible assets
7.37
%
7.33
%
6.85
%
7.00
%
7.08
%
Three Months Ended
March 31,
December 31,
March 31,
(Dollars in thousands)
2024
2023
2023
Pre-provision net revenue:
Income before income taxes
$
37,852
$
43,529
$
33,606
Add: provision for credit losses
6,102
1,285
1,853
Add: loss on OREO
—
—
10
Add: loss on investment securities
1
1,592
1,935
Add: loss on other assets
309
586
229
Add: loss on other transactions
32
33
7
Pre-provision net revenue
$
44,296
$
47,025
$
37,640
Total average assets
9,021,651
8,826,655
7,222,464
Pre-provision net revenue to total average assets (annualized)
1.97
%
2.11
%
2.11
%
Weighted-average common shares outstanding – diluted
35,051,810
35,089,825
28,021,879
Pre-provision net revenue per common share – diluted
$
1.24
$
1.34
$
1.34
Three Months Ended
March 31,
December 31,
March 31,
(Dollars in thousands)
2024
2024
2023
Annualized net income adjusted for non-core items:
Net income
$
29,584
$
33,825
$
26,560
Add: net loss on investment securities
1
1,592
1,935
Less: tax effect of net loss on investment securities (a)
—
334
406
Add: net loss on asset disposals and other transactions
341
619
246
Less: tax effect of net loss on asset disposals and other transactions (a)
72
130
52
Add: acquisition-related expenses
(84)
1,276
551
Less: tax effect of acquisition-related expenses (a)
(18)
268
116
Net income adjusted for non-core items
$
29,788
$
36,580
$
28,718
Days in the period
91
92
90
Days in the year
366
365
365
Annualized net income
$
118,986
$
134,197
$
107,716
Annualized net income adjusted for non-core items
$
119,807
$
145,127
$
116,467
Return on average assets:
Annualized net income
$
118,986
$
134,197
$
107,716
Total average assets
$
9,021,651
$
8,826,655
$
7,222,464
Return on average assets
1.32
%
1.52
%
1.49
%
Return on average assets adjusted for non-core items:
Annualized net income adjusted for non-core items
$
119,807
$
145,127
$
116,467
Total average assets
$
9,021,651
$
8,826,655
$
7,222,464
Return on average assets adjusted for non-core items
1.33
%
1.64
%
1.61
%
(a)Tax effect is calculated using a 21% statutory federal corporate income tax rate.
For the Three Months Ended
March 31,
December 31,
March 31,
(Dollars in thousands)
2024
2023
2023
Annualized net income excluding amortization of other intangible assets:
Net income
$
29,584
$
33,825
$
26,560
Add: amortization of other intangible assets
2,788
3,271
1,871
Less: tax effect of amortization of other intangible assets (a)
585
687
393
Net income excluding amortization of other intangible assets
$
31,787
$
36,409
$
28,038
Days in the period
91
92
90
Days in the year
366
365
365
Annualized net income
$
118,986
$
134,197
$
107,716
Annualized net income excluding amortization of other intangible assets
$
127,847
$
144,449
$
113,710
Average tangible equity:
Total average stockholders' equity
$
1,052,781
$
1,002,515
$
801,465
Less: average goodwill and other intangible assets
410,719
411,616
325,545
Average tangible equity
$
642,062
$
590,899
$
475,920
Return on average stockholders' equity ratio:
Annualized net income
$
118,986
$
134,197
$
107,716
Average stockholders' equity
$
1,052,781
$
1,002,515
$
801,465
Return on average stockholders' equity
11.30
%
13.39
%
13.44
%
Return on average tangible equity ratio:
Annualized net income excluding amortization of other intangible assets
$
127,847
$
144,449
$
113,710
Average tangible equity
$
642,062
$
590,899
$
475,920
Return on average tangible equity
19.91
%
24.45
%
23.89
%
(a)Tax effect is calculated using a 21% statutory federal corporate income tax rate.
Transcript of conference call conducted by management of Peoples Bancorp Inc. on January 23, 2024 to discuss results of operations for the quarter and twelve months ended December 31, 2023
104
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)
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 29, 2024
By:/s/
KATHRYN BAILEY
Kathryn Bailey
Executive Vice President, Chief Financial Officer and Treasurer
