FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended Commission File
March 31, 1994 Number 0-16772
PEOPLES BANCORP INC.
Incorporated - Ohio I.R.S. Identification
No. 31-0987416
235 Second Street
P. O. Box 738
Marietta, Ohio 45750
Telephone: (614) 373-3155
Indicate by check mark whether the registrant (1) has filed all
reports required 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 X No
Indicate the number of shares outstanding of each of the
issuer's class of Common Stock, as of May 1, 1994: 1,449,108.
PART I - FINANCIAL INFORMATION
ITEM 1
The following Condensed Consolidated Balance Sheet,
Consolidated Income Statement, and Consolidated Statement of
Cash Flow of Peoples Bancorp Inc., reflect all adjustments
(which include only normal recurring accruals) necessary to
present fairly such information for the periods and
dates indicated. Since the following condensed unaudited
financial statements have been prepared in accordance
with instructions to Form 10-Q, they do not contain all
information and footnotes necessary for a fair
presentation of financial position in conformity with generally
accepted accounting principles. Changes in accounting are
presented in a footnote following the financial information
for the first quarter of 1994. Complete audited statements with
footnotes are included in the Corporation's Annual Report on Form
10-K for the year ended December 31, 1993.
<TABLE>
<CAPTION>
PEOPLES BANCORP INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEET
March 31, 1994 December 31, 1993
ASSETS
<S> <C> <C>
Cash and cash equivalents:
Cash and due from banks $15,706,000 $15,275,000
Interest-bearing deposits
in other banks 1,991,000 5,998,000
Federal funds sold 16,200,000 7,050,000
SUBTOTAL 33,897,000 28,323,000
Investment securities:
Securities available-for-sale,
at fair value (amortized cost
of $91,926,000 at March 31,
1994) 94,391,000
Securities held-to-maturity,
at amortized cost (fair value
approximates $5,679,000 and
$108,105,000 at March 31,
1994 and December 31, 1993,
respectively 5,582,000 103,349,000
SUBTOTAL 99,973,000 103,349,000
Loans, net of unearned interest 323,723,000 321,675,000
Reserve for possible loan losses (6,567,000) (6,370,000)
Net Loans 317,156,000 315,305,000
Bank premises and equipment,
net of accumulated
depreciation 10,557,000 10,767,000
Other assets 8,212,000 7,629,000
Total assets $469,795,000 $465,373,000
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
Non-interest bearing $40,468,000 $45,105,000
Interest bearing 346,213,000 340,534,000
Total deposits 386,681,000 385,639,000
Short-term borrowings 8,839,000 12,260,000
Federal Home Loan Bank
term advances 21,463,000 18,251,000
Term debt 2,080,000 2,080,000
Accrued expenses and
other liabilities 5,627,000 4,365,000
Total liabilities 424,690,000 422,595,000
STOCKHOLDERS' EQUITY
Common Stock, no par value,
4,000,000 shares authorized.
1,509,540 shares issued and
1,449,415 shares outstanding
as of March 31, 1994; and
1,509,540 shares issued and
1,454,299 shares outstanding
as of December 31, 1993 24,290,000 24,290,000
Unrealized holding gain
on available-for-sale
securities 1,627,000
Retained earnings 20,912,000 20,012,000
SUBTOTAL 46,829,000 44,302,000
Treasury stock, 60,125
shares as of March 31,
1994 and 55,241 shares
as of December 31, 1993,
respectively, (1,724,000) (1,524,000)
Total Stockholders' Equity 45,105,000 42,778,000
Total Liabilities and
Stockholders' Equity $469,795,000 $465,373,000
</TABLE>
<TABLE>
<CAPTION>
PEOPLES BANCORP INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED
STATEMENT OF INCOME
FOR PERIOD ENDED MARCH 31, 1994
Three Months Ended
March 31,
1994 1993
<S> <C> <C>
Interest Income $8,497,000 $9,092,000
Interest Expense 3,620,000 3,917,000
Net interest income 4,877,000 5,175,000
Provision for Loan Losses 192,000 450,000
SUBTOTAL 4,685,000 4,725,000
Other Income 1,029,000 1,115,000
Gain (Loss) on Sale of Securities 81,000 0
Other Expenses 3,911,000 3,692,000
Income before Income Taxes
and Cumulative Effect of
Accounting Changes 1,884,000 2,148,000
Federal Income Taxes (Benefit) 578,000 646,000
Income before cumulative
effect of accounting changes 1,306,000 1,502,000
Cumulative effect of accounting
changes, net of applicable
taxes (314,000) <F1>
Net Income 1,306,000 1,188,000
Income Before Cumulative Effect of
Accounting Changes Per Share
- Primary $0.90 $1.08 <F2>
- Fully Diluted $0.90 $1.04 <F2>
Cumulative Effect of Accounting
Changes (net of applicable taxes)
Per Share
- Primary $0.23 <F2>
- Fully Diluted $0.22 <F2>
Net Income Per Share
- Primary $0.90 $0.85 <F2>
- Fully Diluted $0.90 $0.82 <F2>
Weighted Average Shares Outstanding <F2>
- Primary 1,454,769 1,393,504 <F2>
- Fully Diluted 1,455,016 1,467,881 <F2>
Cash Dividends Declared $406,000 $330,000
Cash Dividend Per Share $0.28 $0.24 <F2>
<FN>
<F1> Adoption of SFAS Statement No. 106 (Employers' Accounting for
Postretirement Benefits Other Than Pensions) and SFAS Statement No. 109
(Accounting for Income Taxes) during the first quarter of 1993.
<F2> Previous periods per share information and weighted average shares
outstanding adjusted due to 10% stock dividend issued April 15, 1993.
</TABLE>
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENT OF CASH FLOWS
Quarter ending March 31, 1994
Three Months Three Months
Ending Ending
March 31, 1994 March 31, 1993
<S> <C> <C>
Cash flows from operating activities:
Net Income $1,306,000 $1,188,000
Adjustments to reconcile net
income to net cash provided by
operating activities:
Provision for loan losses 192,000 450,000
Depreciation and amortization 648,000 598,000
Gain on sale of investment securities 81,000
(Increase) decrease in
interest receivable 200,000 397,000
Increase (decrease) in
interest payable 16,000 (20,000)
Deferred income taxes (32,000)
Deferral of loan origination fees
and costs 56,000 89,000
Accrual for postretirement
benefits (pretax) 844,000
Other, net (685,000) 326,000
Net cash provided by
operating activities 1,814,000 3,840,000
Cash flows from investing activities:
Purchases of held-to-maturity
securities (8,949,000)
Purchases of available-for-sale
securities (6,242,000)
Proceeds from sales of
available-for-sale securities 4,016,000
Proceeds from maturities of
held-to-maturity securities 103,000 8,065,000
Proceeds from maturities of
available-for-sale securities 7,109,000
Net (increase) decrease in
credit card receivables 329,000 389,000
Net (increase) decrease in loans (1,886,000) (7,141,000)
Expenditures for premises and equipment (82,000) (1,172,000)
Proceeds from sales of
other real estate owned 22,000 49,000
Net cash applied to
investing activities 3,533,000 (8,759,000)
Cash flows from financing activities:
Net increase (decrease) in demand
and savings deposits 1,035,000 (1,922,000)
Net increase (decrease) in
certificates of deposits 7,000 (8,296,000)
Net increase (decrease) in
short-term borrowings (3,421,000) (73,000)
Proceeds from long-term debt 5,000,000
Principal repayments of long-term debt (1,788,000)
Cash dividends paid (406,000) (330,000)
Purchase of Treasury Stock (200,000)
Other, net
Net cash provided by
financing activities 227,000 (10,621,000)
Net increase in cash and
cash equivalents 5,574,000 (15,540,000)
Cash and cash equivalents at
January 1 28,323,000 48,444,000
Cash and cash equivalents at
March 31 33,897,000 32,904,000
</TABLE>
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
SELECTED FINANCIAL DATA
The following data should be read in conjunction with the
unaudited consolidated financial statements and the management
discussion and analysis that follows.
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1994 1993
<S> <C> <C>
SIGNIFICANT RATIOS
Net income before cumulative effect
of accounting changes to:
Total assets (end of period) <F1> 1.29%
Shareholders' equity (end of period) <F1> 15.26%
Net income to:
Total assets (end of period) <F1> 1.11% 1.02%
Shareholders' equity (end of period) <F1> 11.58% 12.07%
Net Interest Margin <F1> 4.19% 4.31%
Shareholders' equity to total
assets (end of period) 9.60% 8.48%
Loans net of unearned interest to
deposits (end of period) 83.72% 76.52%
Reserve for loan losses to loans net
of unearned interest 2.03% 1.88%
Capital ratios:
Tier 1 capital 13.56% 12.79%
Risk-based capital 14.81% 14.44%
Leverage ratio 9.03% 8.18%
Cash dividends to income before the
cumulative effect of accounting changes 21.95%
Cash dividends to net income 31.09% 27.75%
PER SHARE DATA
Book value per share $31.12 $28.24 <F2>
Income before cumulative effect
of accounting changes
- Primary $1.08 <F2>
- Fully diluted $1.04 <F2>
Net income per share
- Primary $0.90 $0.85 <F2>
- Fully diluted $0.90 $0.82 <F2>
Cash dividends per share $0.28 $0.24 <F2>
<FN>
<F1> Net Income to Total Assets, Net Income to Shareholders' Equity, and
Net Interest Margin are presented on an annualized basis.
<F2> Please note: All 1993 per share information has been adjusted due
to 10% stock dividend issued April 15, 1993.
</TABLE>
1. CHANGES IN ACCOUNTING
Effective January 1, 1994, the Corporation adopted Statement on
Financial Accounting Standards No. 115, "Accounting for Certain
Investments in Debt and Equity Securities" (SFAS No. 115), which
requires investment securities be classified upon acquisition
into one of three categories and accounted for as follows:
1. Held-to-maturity securities: debt securities that the
Corporation has the positive intent and ability to hold to
maturity. These securities are reported at amortized cost.
2. Trading securities: debt and equity securities that are
bought and held principally for the purpose of selling them
in the near term. These securities are reported at fair
value, with unrealized losses and gains included in earnings.
3. Available-for-sale securities: debt and equity securities
not classified as either held-to-maturity or trading
securities. These securities are reported at fair value,
with unrealized gains and losses excluded from earnings and
reported in a separate component of stockholders' equity.
On January 1, 1994, the Corporation adopted SFAS No. 115 by
classifying substantially all of its investment portfolio as
available-for-sale. The remaining investment securities were
classified as held-for-maturity. The Corporation held no
securities considered to be classified as trading securities.
The effect of this change in accounting principle resulted in an
unrealized holding gain, net of tax effect, of approximately
$3,048,000 for the securities classified as available-for-sale. This
unrealized holding gain was reflected as a separate component of
stockholders' equity. The securities classified as
held-to-maturity continued to be reported at amortized cost.
The adoption of this accounting standard had no impact on
earnings, and previously issued financial statements were not
restated.
At March 31, 1994, the Corporation reported total investment
securities of $99,973,000. The securities were classified in
two categories: available-for-sale and held-to-maturity. The
Corporation did not hold any securities classified as trading
securities. At March 31, 1994, the Corporation reported
$94,391,000 of investment securities in the available-for-sale
category, with an amortized cost of $91,926,000. Securities
classified as held-to-maturity totaled $5,582,000, with an
amortized cost of $5,679,000. At March 31, 1994, the unrealized
holding gain, net of tax effect, was $1,627,000 for the
securities classified as available-for-sale.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION
The following discussion should be read in conjunction with the
attached condensed consolidated financial statements, and with
the company's audited financial statements and notes for the
fiscal year ended December 31, 1993.
RESULTS OF OPERATIONS
Peoples Bancorp continued growth in earnings for the quarter
ended March 31, 1994. Net income for the first three months of
1994 was $1,306,000, a 9.9% increase from $1,188,000 in the
first quarter of 1993 (after the cumulative effect of accounting
changes adopted during last year's first quarter). Management
believes the 1993 figures adjusted for this cumulative effect of
accounting changes should be used for quarterly comparative
purposes.
Several adjusting items were included in the first quarter 1993
report. During the first three months of 1993, the Corporation
adopted SFAS No. 106, "Employers' Accounting for Postretirement
Benefits Other Than Pensions", which provided an after-tax
expense of $583,000. Also during the first quarter last year,
Peoples Bancorp adopted SFAS No. 109, "Accounting for Income
Taxes", which provided $269,000 of after-tax income to the
Corporation. First quarter 1993's net interest income included
approximately $200,000 in additional investment income, as
Peoples Bancorp began reflecting all long-term investments under
a constant yield method of income recognition. This change
provided a one-time after-tax increase to net income of
approximately $132,000.
1993 income before the cumulative effect of accounting changes,
the constant yield adjustment of investment income recognition,
and net of applicable taxes, was $1,320,000. For the first
quarter last year, net income reported before the cumulative
effect of accounting changes (SFAS No. 106, "Employers'
Accounting for Postretirement Benefits Other Than Pensions" and
SFAS No. 109, "Accounting for Income Taxes"), net of applicable
taxes, was $1,502,000.
First quarter 1994 primary and fully-diluted earnings per share
were $0.90, representing a 5.3% increase from $0.85 in primary
earnings per share and a 10.0% rise from $0.82 in fully-diluted
earnings per share from last year's first quarter. Per share
information has been adjusted to reflect a 10% stock dividend
issued to shareholders April 15, 1993.
Net interest income decreased from $5,175,000 for the first
quarter of 1993 to $4,877,000 in 1994, a decrease of 5.8%. The
previously mentioned change to the constant yield method of
recognizing investment income increased net interest income in
the first quarter of 1993. Peoples Bancorp will continue to
focus efforts on managing net interest income, especially in the
recently changing interest rate environment. An Asset/Liability
Management Committee meets monthly to monitor net interest
income and set pricing for the Corporation.
Performance also improved, compared to first quarter 1993, as a
result of a lower provision for loan losses. This lower
provision, which declined from $450,000 in first quarter 1993 to
$192,000 for first quarter 1994, is a result of several issues.
Loan charge-offs totaled $388,000 in the first quarter, while
loan recoveries were $393,000. This net recovery of $5,000
provided the Corporation with a net loan charge-off ratio of
0.0% as a percentage of average loans. Net charge-offs for the
first quarter of 1993 were $159,000. The increased recoveries
allowed the Corporation to reduce the allocation of expense to
loan loss provision while maintaining adequate reserves for
potential loan losses.
Also during the first quarter of 1994, Peoples Bancorp lowered
its loan loss reserves by $133,000. This reduction is related
directly to loan loss reserves established in first quarter 1992
when a subsidiary of the Corporation purchased approximately $8
million of loans and $3 million of cash and assumed $11 million
of deposits and other liabilities from the Resolution Trust
Corporation.
Upon assumption of these loans, the Corporation's subsidiary
established reserves against future losses. These loans have
performed better than originally expected. Management has
revised its estimate of the original reserve for loan loss. The
reserve was reduced to agree with the future expected
performance of these acquired loans. As a direct result, the
$133,000 adjustment was included as a decrease in loan loss
provision for the first quarter of 1994, lowering the provision
to the reported amount of $192,000. Management will continue to
monitor the loan portfolio to maintain appropriate reserves for
potential losses.
Net interest margin for the first quarter of 1994 was 4.19%, a
slight decrease compared to 4.31% for the same period last year.
Due to increased pressure on net interest margins, Peoples
Bancorp and the entire banking industry has focused on
increasing non-interest income and controlling non-interest
expense as a method of increasing net income. For the three
months ending March 31, 1994, the Corporation recorded
$1,029,000 of non-interest income, a 7.7% decrease compared to
last year's first quarter amount of $1,115,000. The first
quarter of 1993's amount included a $250,000 reduction of
certain reserves established for various compliance issues in
connection with the previously mentioned acquisition. This
reserve reduction increased non-interest income in the first
quarter of 1993.
Management believes the comparison of 1994 to 1993 first
quarter non-interest income is more meaningful when comparing
the major components of non-interest income. For example, the
Investment and Trust Division of the Corporation's largest
subsidiary recorded $399,000 of income from fiduciary
activities, a 7.8% increase from last year first quarter's
amount of $370,000. The Investment and Trust Division continues
to increase its customer base, as new accounts generated the
increased fee income. Service charges on deposit accounts also
increased, from $294,000 for the first three months of 1993 to
$334,000 for the same period in 1994, an increase of 13.6%. Of
the deposit products offered by the Corporation's subsidiaries,
customers are selecting more fee-based deposits such as NOW
accounts, money market accounts, etc. The current interest rate
environment promotes this type of consumer investing, due to the
lower interest rates recently offered on investment alternatives.
Non-interest expense increased 5.9% from $3,692,000 for the
first quarter of 1993 to $3,911,000 for the quarter ending March
31, 1994. The first full-year's depreciation of a five-story
addition to the downtown Marietta banking center is the major
reason for the increase. Actual expenses for premises and fixed
assets were $553,000 for the first quarter of 1994, compared to
$460,000 for the same period in 1993, an increase of $93,000, or
20.2%. The other major categories of non-interest expense
experienced typical increases related to normal inflationary
costs.
Other increases in non-interest expense included a 5.0%
increase in salary and employee benefits, from $2,005,000 in
first quarter 1993 to $2,105,000 in 1994. Although the actual
number of full-time equivalent employees remains virtually
unchanged, the increase in salary and benefit expense can be
attributed to normal cost-of-living salary increases provided to
employees, as well as the increasing cost to provide insurance
benefits to all employees. Peoples Bancorp and its subsidiaries
will continue to focus efforts to maintain an acceptable level
of non-interest expense, specifically depreciation expense, and
salary and employee benefits.
In order to maximize the efficiency of Peoples Bancorp in the
future, the Corporation will continue to focus efforts on
increasing non-interest income while controlling non-interest
expense.
The net income of $1,306,000 provided a return on assets ratio
of 1.11%, an increase compared to last year's first quarter
ratio of 1.02%. Total assets remained relatively stable,
increasing 1.0% from $465,373,000 at December 31, 1993, to
$469,795,000 at March 31, 1994.
Return on stockholders' equity decreased from 12.07% for the
three months ended March 31, 1993, to 11.58% for the same time
period this year. The mandatory adoption of SFAS No. 115
resulted in an increase in stockholders' equity and a resulting
decrease in return on equity. The unrealized holding gain on
available-for-sale securities, net of deferred tax liability,
was $1,627,000 at March 31, 1994, and is included as a separate
line in the Company's equity section.
On April 1, 1994, Peoples Bancorp paid a quarterly dividend of
$0.28 per share, an increase of $0.04 per share compared to the
first quarter of last year. Please note that all per share
information has been adjusted due to the 10% stock dividend
issued to shareholders of record as of April 1, 1993. The
Corporation paid $406,000 in total dividends to shareholders for
the first quarter of this year, compared to $330,000 last year.
On April 29, Peoples Bancorp issued a 2 for 1 stock dividend to
shareholders of record as of April 15, 1994. This marks the
fourth time in the past seven years the Corporation has issued a
form of stock dividend to its shareholders. The 2 for 1 stock
dividend was intended to facilitate the trading of Peoples
Bancorp shares due to the resulting lower share price. The
ex-dividend date for the NASDAQ stock market was May 2, 1994.
Peoples Bancorp is listed on NASDAQ National Market under the
symbol PEBO. The stock traded on May 4, 1994 at a price of
$22.50.
The performance of the Corporation during the first quarter
slightly exceeded budgeted expectations. Management feels the
interest rate environment will play an important role in the
future earnings of the entire banking industry. While past
results are not a reflection of future performance, management
believes the Corporation is positioned to continue to provide
strong earnings for the remainder of 1994.
FINANCIAL CONDITION
Total assets increased slightly from $465,373,000 at December
31, 1993 to $469,795,000 at March 31, 1994. Asset balances
continued to shift towards higher yielding assets such as loans,
as the balance of investment securities decreased over $3
million since year end 1993.
Loans net of unearned interest are at some of the highest
levels in Peoples Bancorp history, rising from $321,675,000 at
December 31, 1993, to $323,723,000 at March 31, 1994, an
increase of $2,048,000. The Corporation's loan officers
continue to maintain high lending standards, while managing a
well-diversified portfolio. Nonperforming assets at March 31,
1994 are 0.54% of total assets while the reserve for loan loss
is 2.03% of total loans, which is considered adequate by
management.
Total deposits increased over $1 million to $386,681,000 at
March 31, 1994. A shift occurred within the deposit base of the
Corporation during the first quarter, as approximately $5
million in deposits were transferred from balances in
non-interest bearing deposits to interest-bearing deposit
accounts. Total certificates of deposits and IRA's, which have
been in a steady decline for several quarters, remained at over
$186 million in deposits at March 31, 1994. Savings deposits
and Super NOW accounts both increased total balances during the
first three months of 1994.
Cash and cash equivalents have increased $5,574,000 to
$33,897,000 since December 31, 1993, which strengthens the
Corporation's liquidity position. Management feels the
liquidity position of Peoples Bancorp is very important to the
Corporation's present and future. The combination of cash and
cash equivalents along with the management of the loan portfolio
that matures within one year ensures the Corporation will be
sufficiently able to meet cash obligations and off-balance sheet
commitments as they come due.
The Corporation continues to utilize borrowings from the
Federal Home Loan Bank to fund the growing loan portfolio. The
result of this increased liability allows the Corporation to
borrow money at a fixed rate for longer periods of time,
providing Peoples Bancorp with the ability to match longer term
fixed rate mortgages against a long term funding source.
Advances from the Federal Home Loan Bank increased 17.6% from
$18,251,000 at December 31, 1993, to $21,463,000 at March 31,
1994. Management will continue to analyze the borrowing
situation with the Federal Home Loan Bank as a practicable as
well as profitable funding source.
Total capital continues to increase for the Corporation. Total
stockholders' equity increased $2,327,000 in the first quarter
of 1993, of which $1,627,000 was directly attributable to the
adoption of SFAS No. 115. The retention of net income has also
contributed to the increase in equity.
The Corporation has met standards of capital adequacy mandated
by the banking industry. Bank regulators have established
"risk-based" capital requirements designed to measure capital
adequacy. Risk-based capital ratios reflect the relative
investment (credit) risks of various assets banks hold in their
portfolios. A weight category of either 0% (lowest risk
assets), 20%, 50%, or 100% (highest risk assets) is assigned to
each asset on the balance sheet.
Peoples Bancorp continues to maintain high levels of capital
standards. At March 31, 1994, the Corporation's Tier 1 ratio
was 13.56%, well above the regulatory minimum of 4%. The total
Risk-Based Capital ratio of 14.81% represents the Corporation's
capital adequacy being above the minimum standard of 8%. The
Leverage ratio at March 31, 1994, was 9.03%, also above the
minimum standard of 3%. These ratios provide quantitative data
concerning the strength of Peoples Bancorp's capital base. All
of these risk-based ratios have increased compared to the ratios
presented as of March 31, 1993. Management will continue to
monitor risk-based capital ratios and maintain a strong capital
position.
OTHER ISSUES OF IMPORTANCE
On April 5, 1994, the Peoples Bancorp Inc. Annual Meeting of
Stockholders was held in the Peoples Banking and Trust Company
(Peoples Bank) Conference Room in Marietta, Ohio. The meeting
was well-attended and over 80% of the outstanding shares were
represented by proxy. No votes were placed in person. For
complete information detailing the proposed items for business
at the Peoples Bancorp Annual Meeting, please refer to the Proxy
Statement filed on the Corporation's behalf in the Form 10-K
dated December 31, 1993. All items of business on the agenda
were approved by the shareholders and the results are as follows:
1) Three Peoples Bancorp Directors were re-elected to serve
terms of three years each (expiring in 1997): Wilford D.
Dimit, Barton S. Holl, and James B. Stowe.
<TABLE>
<CAPTION>
VOTING RESULTS FOR WITHHELD AGAINST ABSTAIN
<S> <C> <C> <C> <C>
Wilford D. Dimit 1,169,900 1,701 0 0
Barton S. Holl 1,169,900 1,701 0 0
James B. Stowe 1,169,900 1,701 0 0
</TABLE>
2) One new Peoples Bancorp Director was elected to serve a
term of three years (expiring in 1997): George W.
Broughton. Broughton has been a Peoples Bank Director since
January 1, 1990, and will now serve on both The Peoples Bank
and Peoples Bancorp Inc. Board of Directors.
<TABLE>
<CAPTION>
VOTING RESULTS FOR WITHHELD AGAINST ABSTAIN
<S> <C> <C> <C> <C>
George W. Broughton 1,169,900 1,701 0 0
</TABLE>
3) An amendment to Article FOURTH of the Company's Amended
Articles of Incorporation was approved. In this amendment,
the authorized number of shares of the Corporation was
increased from 4,000,000 shares to 6,000,000 shares, all of
which are common shares, without par value.
<TABLE>
<CAPTION>
VOTING RESULTS FOR WITHHELD AGAINST ABSTAIN
<S> <C> <C> <C> <C>
Amendment to increase 1,095,629 0 44,499 31,474
authorized shares
outstanding from
4,000,000 shares
to 6,000,000 shares,
without par value
</TABLE>
In separate action, on March 25, 1994, Peoples Bancorp Inc.
announced the implementation of a Dividend Reinvestment Plan
which is expected to be operational in June of 1994. The
Corporation intends to register 500,000 shares with the
Securities and Exchange Commission pursuant to the Plan. The
Plan may acquire most shares from the Company, but some may be
purchased in the open market from time to time. A Plan
Prospectus will be available shortly before the operational date
mentioned above by contacting the Corporation.
PART II
ITEM 1
Legal Proceedings
None
ITEM 2
Changes in Securities
None
ITEM 3
Defaults Upon Senior Securities
None
ITEM 4
Submission of Matters to a Vote of Security Holders
None
ITEM 5
Other Information
None
ITEM 6
Exhibits and Reports of Form 8-K
Exhibit 11 - Statement regarding computation of Earnings Per Share
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 thereunder duly authorized.
PEOPLES BANCORP INC.
Date: May 13, 1994 By: ROBERT E. EVANS
Robert E. Evans
President and Chief Executive Officer
Date: May 13, 1994 By: JEFFREY D. WELCH
Jeffrey D. Welch
Treasurer
<TABLE>
<CAPTION>
EXHIBIT 11
PEOPLES BANCORP INC.
Computation of Earnings Per Share
Three Months ended March 31,
1994 1993 <F1> 1993 <F1>
Before After
Cumulative Cumulative
Effect of Effect of
Accounting Accounting
Changes Changes
<S> <C> <C> <C>
FULLY DILUTED EARNINGS PER SHARE
EARNINGS
Net income $1,306,000 $1,502,000 $1,188,000
Add: Effect of not having
Convertible Subordinated
Debenture outstanding
net of tax effect 0 16,000 16,000
SUBTOTAL $1,306,000 $1,518,000 $1,204,000
COMMON SHARES OUTSTANDING
Weighted average Common
Shares Outstanding 1,451,646 1,393,504 1,393,504
Add: Shares issued assuming
conversion of Convertible
Subordinated Debentures at
beginning of period 0 74,377 74,377
Add: Adjustment for outstanding
stock options 3,123
SUBTOTAL 1,454,769 1,467,881 1,467,881
Fully Diluted Earnings Per Share $0.90 $1.03 $0.82
<FN>
<F1> 1993 weighted average shares outstanding have been adjusted
due to 10% stock dividend issued April 15, 1993
</TABLE>
