PARK NATIONAL CORP / OH /: Results of operations and financial situation, disclosure of FD regulations, other events, financial statements and exhibits (form 8-K)

Item 2.02 – Operating results and financial situation.

On October 25, 2021, Park National Corporation ("Park") issued a news release
(the "Financial Results News Release") announcing financial results for the
three and nine months ended September 30, 2021. A copy of the Financial Results
News Release is included as Exhibit 99.1 to this Current Report on Form 8-K and
incorporated by reference herein.

Non-GAAP Financial Measures
Item 7.01 of this Current Report on Form 8-K as well as the Financial Results
News Release contain non-GAAP (generally accepted accounting principles in the
United States or "U.S. GAAP") financial measures where management believes them
to be helpful in understanding Park's results of operations or financial
position. Where non-GAAP financial measures are used, the comparable U.S. GAAP
financial measures, as well as the reconciliation to the comparable U.S. GAAP
financial measures, can be found in the Financial Results News Release.

Items Impacting Comparability of Period Results
From time to time, revenue, expenses, and/or taxes are impacted by items judged
by management of Park to be outside of ordinary banking activities and/or by
items that, while they may be associated with ordinary banking activities, are
so unusually large that their outsized impact is believed by management of Park
at that time to be infrequent or short-term in nature. Most often, these items
impacting comparability of period results are due to merger and acquisition
activities and revenue and expenses related to former Vision Bank loan
relationships. In other cases, they may result from management's decisions
associated with significant corporate actions outside of the ordinary course of
business.

Even though certain revenue and expense items are naturally subject to more
volatility than others due to changes in market and economic environment
conditions, as a general rule volatility alone does not result in the inclusion
of an item as one impacting comparability of period results. For example,
changes in the provision for credit losses (aside from those related to former
Vision Bank loan relationships), gains (losses) on equity securities, and asset
valuation writedowns, reflect ordinary banking activities and are, therefore,
typically excluded from consideration as items impacting comparability of period
results.

Management believes the disclosure of items impacting comparability of period
results provides a better understanding of Park's performance and trends and
allows management to ascertain which of such items, if any, to include or
exclude from an analysis of Park's performance; i.e., within the context of
determining how that performance differed from expectations, as well as how, if
at all, to adjust estimates of future performance taking such items into
account.

Items affecting the comparability of results for particular periods are not intended to be a complete list of items that could materially affect performance for the current or future period.

Non-GAAP Ratios
Park's management uses certain non-GAAP financial measures to evaluate Park's
performance. Specifically, management reviews the return on average tangible
equity, the return on average tangible assets, the tangible equity to tangible
assets ratio and the tangible book value per share.

Management has included in the Financial Results News Release information
relating to the annualized return on average tangible equity, the annualized
return on average tangible assets, the tangible equity to tangible assets ratio
and the tangible book value per share for the three and nine months ended and at
September 30, 2021, June 30, 2021, and September 30, 2020. For purposes of
calculating the annualized return on average tangible equity, a non-GAAP
financial measure, net income for each period is divided by average tangible
equity during the period. Average tangible equity equals average shareholders'
equity during the applicable period less average goodwill and other intangible
assets during the applicable period. For the purpose of calculating the
annualized return on average tangible assets, a non-GAAP financial measure, net
income for each period is divided by average tangible assets during the period.
Average tangible assets equals average assets during the applicable period less
average goodwill and other intangible assets during the applicable period. For
the purpose of calculating the tangible equity to tangible assets ratio, a
non-GAAP financial measure, tangible equity is divided by tangible assets.
Tangible equity equals total shareholders' equity less goodwill and other
intangible assets, in each case at period end. Tangible assets equal total
assets less goodwill and other intangible assets, in each case at period end.
For the purpose of calculating the tangible book value per share, a non-GAAP
financial measure, tangible equity is divided by the number of common shares
outstanding, in each case at period end.


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Management believes that the disclosure of the annualized return on average
tangible equity, the annualized return on average tangible assets, the tangible
equity to tangible assets ratio and the tangible book value per share presents
additional information to the reader of the consolidated financial statements,
which, when read in conjunction with the consolidated financial statements
prepared in accordance with U.S. GAAP, assists in analyzing Park's operating
performance, ensures comparability of operating performance from period to
period, and facilitates comparisons with the performance of Park's peer
financial holding companies and bank holding companies, while eliminating
certain non-operational effects of acquisitions. In the Financial Results News
Release, Park has provided a reconciliation of average tangible equity to
average shareholders' equity, average tangible assets to average assets,
tangible equity to total shareholders' equity and tangible assets to total
assets solely for the purpose of complying with SEC Regulation G and not as an
indication that the annualized return on average tangible equity, the annualized
return on average tangible assets, the tangible equity to tangible assets ratio
and the tangible book value per share are substitutes for the annualized return
on average equity, the annualized return on average assets, the total
shareholders' equity to total assets ratio and the book value per share,
respectively, as determined in accordance with U.S. GAAP.

FTE (fully taxable equivalent) Ratios
Interest income, yields, and ratios on a FTE basis are considered non-GAAP
financial measures. Management believes net interest income on a FTE basis
provides an insightful picture of the interest margin for comparison purposes.
The FTE basis also allows management to assess the comparability of revenue
arising from both taxable and tax-exempt sources. The FTE basis assumes a
corporate federal statutory tax rate of 21 percent. In the Financial Results
News Release, Park has provided a reconciliation of FTE interest income solely
for the purpose of complying with SEC Regulation G and not as an indication that
FTE interest income, yields and ratios are substitutes for interest income,
. . .


Section 7.01 – Regulation FD Disclosure

COVID-19 Considerations

Banking has been identified by federal and state governmental authorities to be
an essential service and Park is fully committed to continue serving our
customers and communities through the COVID-19 public health crisis. For those
in our communities experiencing a financial hardship, Park has offered various
methods of support including loan modifications, payment deferral programs,
participation in the CARES Act PPP, participation in additional PPP loans
authorized under the Consolidated Appropriations Act, 2021, and various other
case by case accommodations. Throughout the pandemic, Park has implemented
various physical distancing guidelines to help protect associates, such as
allowing associates to work from home, where practical, while maintaining
customer service via our online banking services, mobile app, and ATMs, by
keeping drive-thru lanes open to serve customers, maintaining selective branch
office openings, and offering other banking services by appointment when
necessary. As of September 30, 2021, all branches have returned to normal
operations.

During 2021 and 2020, Park provided calamity pay and special one-time bonuses to
certain associates related to the COVID-19 pandemic. The cost of the calamity
pay and special bonuses amounted to $1.5 million and $2.9 million for the
nine-month periods ended September 30, 2021 and 2020, respectively, and is
included within salaries expense.

Paycheck Protection Program: During 2020, Park approved and funded 4,439 loans
totaling $543.1 million under the PPP's first round of loans. These first round
PPP loans had an average principal balance of $122,000. Of the $543.1 million in
first round PPP loans, 21 loans totaling $68.2 million had a principal balance
that was greater than $2 million. For its assistance in making and retaining the
4,439 loans, Park has received an aggregate of $20.2 million in fees from the
SBA, of which $6.4 million and $13.7 million were recognized within loan
interest income during the nine months ended September 30, 2021 and the twelve
months ended December 31, 2020, respectively. Park funded the PPP loans with
excess on-balance sheet liquidity. At September 30, 2021, the remaining balance
of the first round PPP loans funded in 2020 was $14.1 million.

During 2021, Park offered additional PPP loans as authorized under the
Consolidated Appropriations Act, 2021, signed into law on December 27, 2020.
Through September 30, 2021, Park had approved and funded 3,262 loans totaling
$221.6 million under the second round of PPP loans. These additional second
round PPP loans had an average principal balance of $68,000. None of
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the $221.6 million in additional second round PPP loans had a principal balance
that was greater than $2 million. For its assistance in making and retaining the
3,262 second round of PPP loans, Park has received an aggregate of $12.9 million
in fees from the SBA, of which $7.6 million was recognized within loan interest
income during the nine months ended September 30, 2021. Park funded the second
round PPP loans with excess on-balance sheet liquidity. At September 30, 2021,
the remaining balance of second round PPP loans funded in 2021 was $122.3
million.

From 21 October 2021, Park submitted approximately 6,393 repayment requests on behalf of PPP borrowers to the SBA and received $ 643.1 million in SBA payments.

Loan Modifications: During the twenty-one months ended September 30, 2021, Park
modified a total of 5,131 consumer loans, with an aggregate balance of $79.5
million, and modified a total of 1,406 commercial loans, with an aggregate
balance of $513.3 million, in each case related to a hardship caused by the
COVID-19 pandemic and responses thereto. Park has worked with borrowers and
provided modifications in the form of either interest only deferral or principal
and interest deferral, in each case, for initial periods of up to 90 days. As
necessary, Park made available a second 90-day interest only deferral or
principal and interest deferral bringing the total potential deferral period to
six months. Modifications were structured in a manner to best address each
individual customer's then current situation. A majority of these modifications
were excluded from TDR classification under Section 4013 of the CARES Act or
under applicable interagency guidance of the federal banking regulators.
Modified loans are considered current and continue to accrue interest during the
deferral period.

Of the $592.8 million of COVID-19 modifications during the twenty-one months
ended September 30, 2021, $30.8 million, or 0.45% of total loans, remain in
deferral as of September 30, 2021 and $6.8 million were greater than or equal to
30 days past due in accordance with the modified terms at September 30, 2021.

Financial results by segment

The table below reflects the net income (loss) by segment for the first, second
and third quarters of 2021, for the first nine months of each of 2021 and 2020
and for the years ended December 31, 2020 and 2019. Park's segments include The
Park National Bank ("PNB") and "All Other" which primarily consists of Park as
the "Parent Company", Guardian Financial Services Company ("GFSC") and SE
Property Holdings, LLC ("SEPH"). SEPH is a non-bank subsidiary of Park, holding
former Vision Bank other real estate owned ("OREO") property and non-performing
loans.
                                                                                        Nine months          Nine months
         (In thousands)            Q3 2021           Q2 2021           Q1 2021            YTD 2021            YTD 2020              2020               2019
PNB                              $ 36,451          $ 40,896          $ 45,122          $   122,469          $   89,546          $ 123,730          $ 113,600
All Other                          (1,017)           (1,764)           (2,291)              (5,072)             (6,823)             4,193            (10,900)
  Total Park                     $ 35,434          $ 39,132          $ 

42 831 $ 117,397 $ 82,723 $ 127,923 $ 102,700



Net income for the nine months ended September 30, 2021 of $117.4 million
represented a $34.7 million, or 41.9%, increase compared to $82.7 million for
the nine months ended September 30, 2020. Net income for each of the three and
nine months ended September 30, 2021 and 2020 included several items of income
and expense that impact comparability of period results. These items are
detailed in the "Financial Reconciliations" section within the Financial Results
News Release.

During the first quarter of 2021, Park adopted Financial Accounting Standards
Board Accounting Standards Update 2016-13, Measurement of Credit Losses on
Financial Instruments ("ASU 2016-13"). ASU 2016-13 established the current
expected credit loss ("CECL") methodology for estimating the allowance for
credit losses. This standard was adopted by Park prospectively on January 1,
2021, resulting in a $6.1 million increase to the allowance for credit losses
and a $3.9 million increase to the allowance for unfunded credit losses. A
. . .


Item 8.01 - Other Events

Declaration of cash dividend

As reported in the Financial Results News Release, on October 25, 2021, the Park
Board of Directors (the "Park Board") declared a $1.03 per common share
quarterly cash dividend and a special cash dividend of $0.20 per common share in
respect of Park's common shares. These cash dividends are payable on December
10, 2021 to common shareholders of record as of the close of business on
November 19, 2021. A copy of the Financial Results News Release is included as
Exhibit 99.1 and the portion thereof addressing the declaration of the cash
dividend by the Park Board is incorporated by reference herein.


Item 9.01 – Financial statements and supporting documents.

(a)Not applicable

(b)Not applicable

(c)Not applicable

(d) Exhibitions. The following exhibits are included with this current report on Form 8-K:



Exhibit No.    Description

  99.1    News Release issued by Park National Corporation on October 25, 2021
addressing financial results for the three and nine months ended September 30,
2021 and declaration of quarterly cash dividend

104 Interactive cover page data file (XBRL cover page tags are embedded in the online XBRL document)

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