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
June 30, 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 August 1, 1994: 2,898,430.
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
June 30, 1994 December 31, 1993
<S> <C> <C>
ASSETS
Cash and cash equivalents:
Cash and due from banks $15,614,000 $15,275,000
Interest-bearing deposits in
other banks 1,397,000 5,998,000
Federal funds sold 8,900,000 7,050,000
SUBTOTAL 25,911,000 28,323,000
Investment securities:
Securities available-for-sale,
at fair value (amortized cost
of $92,111,000 at June 30, 1994) 92,474,000
Securities held-to-maturity,
at amortized cost (fair value
approximates $6,677,000 and
$108,105,000 at June 30,
1994 and December 31, 1993,
respectively) 6,666,000 103,349,000
SUBTOTAL 99,140,000 103,349,000
Loans, net of unearned interest 337,474,000 321,675,000
Reserve for possible loan losses (6,782,000) (6,370,000)
Net loans 330,692,000 315,305,000
Bank premises and equipment,
net of accumulated depreciation 10,382,000 10,767,000
Other assets 8,579,000 7,629,000
Total assets $474,704,000 $465,373,000
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
Non-interest bearing $45,145,000 $45,105,000
Interest bearing 343,237,000 340,534,000
Total deposits 388,382,000 385,639,000
Short-term borrowings 11,305,000 12,260,000
Federal Home Loan Bank
term advances 23,350,000 18,251,000
Term debt 1,950,000 2,080,000
Accrued expenses and
other liabilities 5,103,000 4,365,000
Total liabilities 430,090,000 422,595,000
Stockholders' Equity
Common Stock, no par value,
6,000,000 shares authorized,
3,019,300 shares issued and
2,898,380 shares outstanding
as of June 30, 1994; and
3,019,080 shares issued
and 2,908,598 shares
outstanding as of December 31,
1993 24,294,000 24,290,000
Unrealized holding gain on
available-for-sale securities 240,000
Retained earnings 21,818,000 20,012,000
SUBTOTAL 46,352,000 44,302,000
Treasury stock, 120,920 shares as
of June 30, 1994 and 110,482
shares as of December 31, 1993,
respectively (1,738,000) (1,524,000)
Total stockholders' equity 44,614,000 42,778,000
Total liabilities and
stockholders' equity $474,704,000 $465,373,000
</TABLE>
<TABLE>
<CAPTION>
PEOPLES BANCORP INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED
STATEMENT OF INCOME
FOR PERIOD ENDED JUNE 30, 1994
Three Months Ended Six Months Ended
June 30, June 30,
1994 1993<F2> 1994 1993<F2>
<S> <C> <C> <C> <C>
Interest income $8,645,000 $8,833,000 $17,142,000 $17,925,000
Interest expense 3,654,000 3,861,000 7,274,000 7,778,000
Net interest income 4,991,000 4,972,000 9,868,000 10,147,000
Provision for loan
losses 248,000 450,000 440,000 900,000
Net interest income
after provision
for loan losses 4,743,000 4,522,000 9,428,000 9,247,000
Other income 951,000 944,000 1,980,000 2,059,000
Gain (Loss) on sale
of securities 45,000 1,000 126,000 1,000
Other expenses 3,871,000 3,967,000 7,782,000 7,659,000
Income before
income taxes and
cumulative effect
of accounting
changes 1,868,000 1,500,000 3,752,000 3,648,000
Federal income
taxes 556,000 364,000 1,134,000 1,010,000
Income before
cumulative
effect of
accounting
changes 1,312,000 1,136,000 2,618,000 2,638,000
Cumulative effect
of accounting
changes, net of
applicable
taxes <F1> (314,000)
Net Income $1,312,000 $1,136,000 $2,618,000 $2,324,000
Income Before Cumulative Effect of Accounting Changes Per Share
Primary $0.45 $0.39 $0.90 $0.94
Fully Diluted $0.45 $0.39 $0.90 $0.91
Cumulative Effect of Accounting Changes (net of applicable taxes) Per Share
Primary $0.12
Fully Diluted $0.11
Net Income Per Share
Primary $0.45 $0.39 $0.90 $0.82
Fully Diluted $0.45 $0.39 $0.90 $0.80
Weighted Average Shares Outstanding
Primary 2,907,719 2,880,500 2,908,582 2,818,278
Fully Diluted 2,908,754 2,925,804 2,911,156 2,908,296
Cash Dividends
Declared $406,000 $392,000 $812,000 $722,000
Cash Dividend
Per Share $0.14 $0.13 $0.28 $0.26
<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 2 for 1
stock split issued April 15, 1994.
</TABLE>
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENT OF CASH FLOWS
Quarter ending June 30, 1994
Six Months Six Months
Ending Ending
June 30, 1994 June 30, 1993
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $2,618,000 $2,324,000
Ajustments to reconcile net income to
net cash provided by operating
activities:
Provision for loan losses 440,000 900,000
Depreciation and amortization 850,000 1,173,000
Gain on sale of investment
securities (126,000) (1,000)
(Increase) decrease in interest
receivable 76,000 (76,000)
Increase (decrease) in interest
payable (15,000) (194,000)
Deferred income taxes (32,000)
Deferral of loan origination fees
and costs 46,000 130,000
Accrual for postretirement
benefits (pretax) 844,000
Other, net (152,000) 926,000
Net cash provided by
operating activities 3,737,000 5,994,000
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of held-to-maturity securities (1,241,000) (15,380,000)
Purchases of available-for-sale
securities (14,101,000)
Proceeds from sales of
available-for-sale securities 8,274,000 1,000,000
Proceeds from maturities of
held-to-maturity securities 252,000 18,409,000
Proceeds from maturities of
available-for-sale securities 11,203,000
Net (increase) decrease in credit
card receivables (194,000) 408,000
Net (increase) decrease in loans (15,975,000) (16,851,000)
Expenditures for premises and equipment (198,000) (2,414,000)
Proceeds from sales of other real
estate owned 103,000 49,000
Net cash applied to
investing activities (11,877,000) (14,779,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase (decrease) in demand
and savings deposits 6,983,000 (1,286,000)
Net increase (decrease) in
certificates of deposits (4,240,000) (13,585,000)
Net increase (decrease) in
short-term borrowings (955,000) (39,000)
Proceeds from long-term debt 7,500,000 3,060,000
Principal repayments of long-term debt (2,534,000) (130,000)
Cash dividends paid (812,000) (722,000)
Purchase of treasury stock (214,000) (132,000)
Net cash provided by
financing activities 5,728,000 (12,834,000)
Net increase in cash and
cash equivalents (2,412,000) (21,619,000)
Cash and cash equivalents at January 1 28,323,000 48,444,000
Cash and cash equivalents at June 30 $25,911,000 $26,825,000
</TABLE>
MANAGEMENT DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
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 Six Months Ended
June 30, June 30,
1994 1993<F2> 1994 1993<F2>
<S> <C> <C> <C> <C>
SIGNIFICANT RATIOS
Net income before cumulative effect of accounting changes to:
Total assets (end of period) <F1> 0.99% 1.15%
Shareholders' equity
(end of period) <F1> 11.03% 12.81%
Net income to:
Total assets (end of period) <F1> 1.11% 0.99% 1.10% 1.02%
Shareholders' equity
(end of period) <F1> 11.76% 11.03% 11.74% 12.07%
Net Interest Margin <F1> 4.20% 4.11% 4.20% 4.15%
Shareholders' equity to total
assets (end of period) 9.40% 8.95% 9.40% 8.95%
Loans net of unearned interest to
deposits (end of period) 86.89% 80.13% 86.89% 80.13%
Reserve for loan losses to loans
net of unearned interest
(end of period) 2.01% 2.01% 2.01% 2.01%
Capital ratios:
Tier 1 capital 13.18% 13.18% 13.18% 13.18%
Risk-based capital 14.43% 14.43% 14.43% 14.43%
Leverage ratio 9.09% 8.64% 9.09% 8.64%
Cash dividends to income before
the cumulative effect of
accounting changes 27.36%
Cash dividends to net income 30.95% 34.51% 31.02% 31.06%
PER SHARE DATA
Book value per share $15.39 $14.08 $15.39 $14.08
Income before cumulative
effect of accounting changes
Primary $0.94
Fully diluted $0.91
Net income per share
Primary $0.45 $0.39 $0.90 $0.82
Fully diluted $0.45 $0.39 $0.90 $0.80
Cash dividends per share $0.14 $0.13 $0.28 $0.26
<FN>
<F1> Net Income to Total Assets, Net Income to Shareholders'
Equity, and Net Interest Margin are presented on an annualized
basis.
<F2> Previous periods per share information has been
adjusted due to a 2 for 1 stock split issued April 15, 1994.
</TABLE>
MANAGMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
The following 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. Changes in accounting adopted
during the first quarter of 1994 are presented in a note
following the financial statements presented in the Form 10-Q
filed on Peoples Bancorp's behalf for the period ended March 31,
1994.
RESULTS OF OPERATIONS
Peoples Bancorp's net income for the second quarter of 1994 was
$1,312,000 compared to $1,136,000 for the second quarter of
1993. For the first half of 1994, Peoples Bancorp earned net
income of $2,618,000, a 12.7% increase from $2,234,000 in net
income for the same period last year.
Both primary and fully diluted earnings per share increased
from $0.39 in 1993's second quarter to $0.45 in 1994. Primary
and fully diluted earnings per share for the first six months of
1994 reached $0.90, representing a 9.8% increase from $0.82 in
primary earnings per share and a 12.5% rise from $0.80 in fully
diluted earnings per share from the first half of 1993. Per
share information has been adjusted to reflect a 2 for 1 stock
split issued to shareholders of record as of April 15, 1994.
Net interest income remained strong in the second quarter of
1994 compared to the same period last year. For the second
quarter, net interest income increased slightly to $4,991,000.
Peoples Bancorp's tax-equivalent net interest margin increased
from 4.11% in the second quarter of 1993 to 4.20% in second
quarter 1994. For the first six months of 1994, net interest
margin increased to 4.20%, up from 4.15% for the same period
last year. The combination of an improved net interest spread
with increased loan volumes has helped Peoples Bancorp maintain
a strong interest margin.
The changing interest rate environment is addressed, among
other financial issues at an Asset/Liability Management
Committee meeting held monthly. This group monitors net
interest income and sets pricing policy for the Corporation.
Interest rate risk is managed to minimize the impact of
fluctuating interest rates on earnings. In addition to the
changing interest rate environment, the group also addresses
issues concerning liquidity of the Corporation. Management of
Peoples Bancorp maintains sufficient liquidity for the
Corporation to satisfy depositor requirements and the various
credit needs of its customers.
Performance also improved, compared to the first six months of
1993, as a result of a lower provision for loan losses. For the
quarters ended June 30, 1994 and 1993, the provision for loan
loss was $248,000 and $450,000 respectively. 1994 year-to-date
expense for loan loss provision was $440,000, compared to
$900,000 for the same period last year.
The lower provision is a result of several items. Loan
charge-offs totaled $609,000 for the first half of 1994, while
loan recoveries were $581,000. Net charge-offs of $28,000 were
considerably lower than the $345,000 during the first half of
1993. Included in 1994's recoveries are several charged-off
loans which were previously considered uncollectible. Peoples
Bancorp is pleased with the quality of its loan portfolio and
continues to serve the credit needs of the Corporation's
communities. The increased recoveries allowed Peoples Bancorp
to reduce the allocation of expense to loan loss provision while
maintaining a reserve for potential loan losses of 2.01% of
total loans net of unearned interest.
Also, the Corporation lowered its loan loss reserves by $52,000
during the second quarter and $185,000 for the first half of
1994 as a direct result of the reduction of loan loss reserves
established in first quarter 1992, when a subsidiary of Peoples
Bancorp purchased approximately $8 million in 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, therefore 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. The direct result was a
decrease in loan loss provision for the first six months of
1994, lowering the provision to the reported amount of $440,000.
Management will continue to monitor the loan portfolio to
maintain appropriate reserves for potential losses.
Due to increased pressure on net interest margins for the
entire banking industry, the Corporation continues to focus on
increasing non interest income and controlling non-interest
expense as a method of increasing net income. Total
non-interest income for Peoples Bancorp for the second quarter
of 1994 was $951,000, a slight increase from last year's second
quarter amount of $944,000. Non-interest income for the first
six months of 1994 reached $1,980,000, a 3.8% decrease from the
same period in 1993. However, 1993's first quarter's
non-interest income included $250,000 due to a reduction of
certain reserves established for various compliance issues in
connection with an acquisition.
When comparing the major components of non-interest income, the
performance of Peoples Bancorp becomes more meaningful. For the
six months ended June 30, 1994, Investment and Trust Division
income increased modestly to $749,000, compared to $744,000 for
the same period last year. Service charges on deposits
increased from $611,000 for the first half of 1993 to $680,000
in 1994, an increase of 11.3%. Customers continue to select
more fee-based deposit products such as NOW accounts, money
market accounts, etc. In addition to deposit products
generating fee income for the Corporation, an agreement with an
unaffiliated annuities and life insurance company has provided
increased income through its lease payments. Peoples Bancorp's
full-service approach concentrates on providing a full range of
financial services to all customers in our communities.
For the second quarter, non-interest expense decreased 2.4%
compared11 to last year to $3,871,000. For the six months ended
June 30, 1994, non-interest expense increased 1.6% to
$7,782,000. Normal increases in salaries and employee benefits
raised the total from $4,014,000 for the first six months of
1993 to $4,171,000 in 1994, an increase of 3.9%. Although the
number of full-time equivalent employees remains stable, the
increase in salary and benefit expense can be attributed to
normal salary increases provided to employees, as well as the
increasing cost to provide insurance benefits to all employees.
Depreciation expense also increased over the prior year, as 1994
is the first full year of depreciation on a five-story addition
to the downtown Marietta banking center. Expenses on premises
and fixed assets for the second quarter were $532,000, compared
to $553,000 in the first quarter of 1994. The year-to-date
expense of $1,085,000 represents an increase of 11.1% or
$108,000 compared to the same period in 1993.
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.
Income tax expense for the six months ended June 30, 1994 and
1993 was $1,134,000 and $1,010,000 respectively. This increase
can be attributed to higher pre-tax income and decreased
tax-exempt income.
The June 30, 1994 net income of $2,618,000 provided a return on
assets of 1.10%, compared to the first six months of 1993's
ratio of 1.01%. Return on stockholder's equity reached 11.74%
for the first half of 1994 compared to 11.28% in 1993. The
mandatory adoption of SFAS No. 115, "Accounting for Certain
Investments in Debt and Equity Securities", resulted in a slight
increase in stockholders' equity at June 30, 1994. The
unrealized holding gain on available-for-sale securities, net of
deferred tax liability, was $240,000 at June 30, 1994, and is
included as a separate line in the Company's equity section.
On July 1, 1994, the Corporation paid a quarterly dividend of
$0.14 per share, an increase of 7.7% compared to 1993's second
quarter dividend of $0.13. Dividends paid per share for the
first half of 1994 are $0.28, compared to $0.26 last year.
Please note that all per share information has been adjusted due
to the 2 for 1 stock split issued to shareholders of record as
of April 15, 1994. Total cash dividends paid were $812,000 for
the first six months of 1994, an increase of 12.5% from $722,000
over the comparable period in 1993.
The performance of the Corporation during the second quarter,
as well as the first half of 1994, slightly exceeded budgeted
expectations. While past results are not a reflection of future
performance, management believes Peoples Bancorp is positioned
to continue to provide strong earnings for the remainder of 1994.
FINANCIAL CONDITION
Total assets increased from $465,373,000 at December 31, 1993
to $474,704,000 at June 30, 1994. Since March 31, 1994, when
total assets were $469,795,000, assets have grown $9,331,000 to
its current level, a growth of 2.0%.
Cash and cash equivalents have decreased $5,574,000 to
$25,911,000 since December 31, 1993, due mostly to the maturity
of interest-bearing deposits in other banks, which have been
invested in higher yielding assets. The combination of cash and
cash equivalents along with the management of the portion 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.
Asset balances continue to shift toward higher yielding assets
such as loans and away from other interest-earning assets. The
amortized cost of investment securities decreased $9,328,000
from $108,105,000 at December 31, 1993 to $98,777,000 at June
30, 1994. The reported balance of investment securities at June
30, 1994 was $99,140,000, as a result of the $363,000 adjustment
related to SFAS No. 115.
The loan portfolio of Peoples Bancorp is at the highest level
in the Corporation's history. Total loans net of unearned
interest as of June 30, 1994 reached $337,474,000, up 4.9%
compared to December 31, 1993's balance of $321,675,000. The
strong loan growth in the first six months of 1994 reflects the
impact of Peoples Bancorp's firm position and commitment to
serving the credit needs of the communities it serves. The
Corporation's loan officers manage the well-diversified
portfolio while maintaining high lending standards. As an
example, non-performing assets as a percentage of total assets
was 0.47% at June 30, 1994, compared to 0.54% at March 31, 1994.
The allowance for loan loss reserve remains at 2.01% of total
loans net of unearned interest, the same ratio reported for June
30, 1993. Management considers the allowance for loan loss to
be adequate.
Since December 31, 1993, Peoples Bancorp's deposit base has
grown modestly, as total deposits have increased $2,743,000 to
$388,382,000 at June 30, 1994, with the majority of growth
occurring in interest-bearing deposits. Non-interest bearing
deposits remain at the year-end 1993 balance of approximately
$45 million, fluctuating to $40,468,000 at March 31, 1994,
before returning to $45,145,000 at June 30, 1994.
Interest-bearing deposits reached a high of $346,213,000 at
March 31, 1994, but decreased to the current amount of
$343,237,000 at June 30, 1994. Since March 31, 1994, total
certificates of deposits and IRA's (Individual Retirement
Accounts) have decreased approximately $4 million to $182
million in deposits at June 30, 1994. The largest quarterly
increase in interest-bearing deposits for the Corporation has
occurred in NOW accounts, increasing over $1.5 million to
$29,822,000 at June 30, 1994.
At June 30, 1994, Peoples Bancorp's loan to deposit ratio was
86.89%, a slight increase when compared to previous reporting
periods. Loan demand continues to be strong in the markets
served by the Corporation. In addition to using deposit
borrowings to fund these additional loans, Peoples Bancorp
continues to utilize borrowings from the Federal Home Loan Bank
(FHLB). These borrowings allow 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
FHLB reached $25,850,000 at June 30, 1994, compared to
$21,463,000 at March 31, 1994, a 20.4% increase in the second
quarter. Management will continue to analyze the borrowing
situation with the FHLB as a practical as well as profitable
funding source.
Total capital continues to provide a strong base for operations
in the Corporation. Total shareholders' equity was $42,778,000
at December 31, 1993, increased to $45,105,000 at March 31,
1994, and decreased to $44,614,000 at June 30, 1994. Retention
of net income from operations was the major factor in increasing
capital. Fluctuations occurring in 1994 can be attributed to
the equity adjustment associated with SFAS No. 115 of $1,627,000
and $240,000 at March 31 and June 30, 1994, respectively.
Since the large majority of investment securities in Peoples
Bancorp's portfolio are classified as "avaliable-for-sale", both
the investment and equity sections of the Corporation's balance
sheet are more sensitive to the changing market values of
investments than compared to an entity with most investment
securities classified as "held-to-maturity". Based upon the
Corporation's history and current market situations, management
believes the classifications of the individual investment
securities held within the portfolio are appropriate. The
stockholders' equity of Peoples Bancorp continues to provide a
strong base for the Corporation's diverse operations as well as
potential for growth in both new and existing markets.
Peoples Bancorp 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.
The Corporation's risk-based capital ratio of 14.43% at June
30, 1994 was well above the minimum standard of 8%. Peoples
Bancorp's Tier 1 capital ratio of 13.18% also exceeded the
regulatory minimum of 4%. The Leverage ratio at June 30, 1994
was 9.09%, well above the minimum standard of 3%. These ratios
provide quantitative data concerning the strength of Peoples
Bancorp's capital base. Management continues to monitor
risk-based capital ratios to maintain a strong capital position.
The Board of Directors approved a plan in early 1994 to
continue purchasing treasury shares at prices not to exceed
$20.50. It is management's intention to repurchase these shares
whenever it is beneficial to the Corporation.
OTHER ISSUES OF IMPORTANCE
Peoples Bancorp is traded on the NASDAQ market system and can
be found under the symbol PEBO. Market makers for the
Corporation's stock include McDonald and Company Securities,
Inc.; Legg Mason Wood Walker Inc.; Sweney Cartwright and
Company; Barron Chase Securities, Inc.; the Ohio Company; and
Herzog, Heine, Geduld, Inc. Since early 1994, the transfer
agent for Peoples Bancorp Inc. has been The Registrar and
Transfer Company of Cranford, New Jersey.
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: August 11, 1994 By: ROBERT E. EVANS
Robert E. Evans
President and Chief Executive Officer
Date: August 11, 1994 By: JOHN CONLON
John W. Conlon
Chief Financial Officer
<TABLE>
<CAPTION>
EXHIBIT 11
PEOPLES BANCORP INC.
Computation of Earnings Per Share
Three Months ended June 30 Six Months ended June 30
1994 1993<F1> 1993<F1> 1994 1993<F1> 1993<F1>
Before After Before After
Cumulative Cumulative Cumulative Cumulative
Effect of Effect of Effect of Effect of
Accounting Accounting Accounting Accounting
Changes Changes Changes Changes
FULLY DILUTED EARNINGS PER SHARE
<S> <C> <C> <C> <C> <C> <C>
EARNINGS
Net income $1,312,000 $1,136,000 $1,136,000 $2,618,000 $2,638,000 $2,324,000
Add: Effect of not having
Convertible Subordinated
Debenture outstanding
net of tax effect 0 5,000 5,000 0 21,000 21,000
SUBTOTAL $1,312,000 $1,141,000 $1,141,000 $2,618,000 $2,659,000 $2,345,000
COMMON SHARES OUTSTANDING
Weighted average Common
Shares Outstanding 2,898,371 2,880,500 2,880,500 2,900,818 2,818,278 2,818,278
Add: Shares issued
assuming conversion of
Convertible Debentures
at beginning of period 0 45,304 45,304 0 90,018 90,018
Add: Adjustment for
outstanding stock
options 10,383 10,338
SUBTOTAL 2,908,754 2,925,804 2,925,804 2,911,156 2,908,296 2,908,296
FULLY DILUTED
EARNINGS PER SHARE $0.45 $0.39 $0.39 $0.90 $0.91 $0.80
<FN>
<F1> Previous periods weighted average shares outstanding have
been adjusted due to 2 for 1 stock split issued April 15, 1993.
</TABLE>
