******** SAMPLE FOR Y2K TESTING ********
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
July 19, 1999
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Date of Report (Date of earliest event reported)
PEOPLES BANCORP INC.
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(Exact name of Registrant as specified in its charter)
0-16772
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Commission File Number
Ohio 31-0987416
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(State or other jurisdiction of incorporation) (I.R.S. Employer
Identification Number)
138 Putnam Street
P.O. Box 738,
Marietta, Ohio 45750
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(614) 373-3155
Not applicable
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(Former name or former address, if changed since last report)
Index to Exhibits on page 3
<PAGE>
Item 1. Changes in Control of Registrant
Not applicable.
Item 2. Acquisition or Disposition of Assets
Not applicable.
Item 3. Bankruptcy or Receivership
Not applicable.
Item 4. Changes in Registrant's Certifying Accountant
Not applicable.
Item 5. Other Events
On July 19 1999, Peoples Bancorp Inc. announced earnings for the
second quarter ended June 30, 1999. The release is included herewith
as Exhibit 99.
Item 6. Resignations of Registrant's Directors
Not applicable.
Item 7. Financial Statements and Exhibits
(a) Non required
(b) Non required
(c) Exhibits.
EXHIBIT NUMBER DESCRIPTION
99 News Release issued July 19, 1999
Item 8. Change in Fiscal Year
Not applicable.
Item 9. Sales of Equity Securities Pursuant to Regulation S
Not applicable.
<PAGE>
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.
DATE: July 19, 1999 PEOPLES BANCORP INC.
--------------------
Registrant
By: /s/ ROBERT E. EVANS
Robert E. Evans
President and Chief Executive Officer
INDEX TO EXHIBITS
Exhibit Number Description Page
- --------------- ----------------------------- ------------------
99 News Release issued July 19, 1999 4 - 6
EXHIBIT 99
NEWS RELEASE
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FOR IMMEDIATE RELEASE Contact: John W. Conlon, Chief Financial Officer
- --------------------- (740) 373-3155
July 19, 1999
PEOPLES BANCORP INC. REPORTS SECOND QUARTER RESULTS
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Quarterly operating earnings per share increase 5.3%
MARIETTA, Ohio - Peoples Bancorp Inc.'s (Nasdaq: PEBO) operating income
was $2,549,000 for the second quarter of 1999, up 1.1%, and $5,179,000 for the
first six months of 1999, up 5.7%, compared to the same periods a year earlier.
Operating earnings per diluted share were $0.40 for the second quarter of 1999,
an increase of 5.3%, and $0.80 for the first half of 1999, an increase of 6.7%,
compared to $0.38 and $0.75 during the same periods in 1998.
Operating earnings exclude nonrecurring pretax gains of $427,000
reported in the second quarter of 1998, resulting from gains on securities
transactions. The effect of the nonrecurring gain was to increase net income by
$278,000, or $0.04 per share. Including the gains on securities transactions,
earnings per diluted share were $0.43 for the second quarter of 1998 with net
income totaling $2,800,000.
Cash basis operating earnings per share were $0.47 for the second
quarter of 1999, up 9.3% from $0.43 in 1998's second quarter. For the first six
months of 1999, cash basis operating earnings per share reached $0.94, an
increase of 13.3% compared to the same period a year earlier. Cash basis
earnings provide investors with a comparison of the Company's financial results
with competitors that make acquisitions using pooling of interest accounting.
In April, 1999, the Company issued $30 million of 8.62% Capital
Securities ("Capital Securities") through PEBO Capital Trust I, a newly formed
subsidiary. The Capital Securities, due May 1, 2029, are considered equity under
regulatory guidelines and allowed the Company to leverage its financial
position, which led to an increase in earning assets of $174.7 million to $970.1
million at June 30, 1999, up 22.0% compared to March 31, 1999. In addition, the
Company announced intentions to repurchase up to 5% (or 315,000 shares) of its
outstanding common shares.
The combination of asset growth and continued improvement in the
quality of the Company's earning asset base contributed to increased operating
earnings. Compared to the same period a year earlier, net interest income grew
$1,256,000 (or 15.3%) to $9,460,000 for the second quarter of 1999. For the
first half of 1999, net interest income increased $1,955,000 (or 12.0%) to
$18,203,000. The Company's ratio of allowance for loan losses improved to 1.68%
at June 30, 1999, compared to 1.67% at year-end 1998.
The Company reported second quarter non-interest income of $1,820,000,
an increase of 14.5% compared to the same period a year earlier. For the six
months ended June 30, 1999, the Company reported non-interest income of
$3,664,000, up 14.2% compared to 1998. In the second quarter of 1999,
non-interest expense increased $1,640,000 (or 30.1%) to $7,084,000. For the six
months ended June 30, 1999, non-interest expense totaled $13,320,000, up 22.7%
compared to the same period a year earlier. Non-interest income and non-interest
expense increased due primarily to an acquisition of multiple banking centers in
mid-1998. This acquisition resulted in additional revenues from deposit account
service fees as well as increased costs for salaries and benefits, and increased
intangible amortization expense related to purchase accounting. In addition,
non-interest expense increased due to debt service costs on the Capital
Securities.
Robert E. Evans, Peoples Bancorp's President and Chief Executive
Officer, commented, "We are pleased with results of operations. We expected the
second quarter to be a period of transition, considering we issued the Capital
Securities and leveraged our balance sheet. Since most of our asset growth
occurred late in the second quarter, we should really see the benefit of the
second quarter leverage strategy in the third quarter of 1999 and beyond."
Peoples Bancorp Inc. is a diversified financial services holding
company headquartered in Marietta, Ohio, with over $1 billion in assets. Peoples
Bancorp, which is Y2K ready, operates 36 financial service locations in the
states of Ohio, West Virginia, and Kentucky. Peoples Bancorp's banking
subsidiaries include The Peoples Banking and Trust Company with offices in Ohio
and West Virginia; The First National Bank of Southeastern Ohio with three Ohio
offices; and Peoples Bank FSB, with four Kentucky offices. Through its
subsidiaries, Peoples Bancorp offers complete banking services and makes
available other financial services, such as trust services, and investment and
insurance products. Peoples Bancorp's common stock is traded through the Nasdaq
National Market System under the symbol "PEBO". Learn more about Peoples Bancorp
at www.peoplesbancorp.com.
<TABLE>
<CAPTION>
PEOPLES BANCORP INC. (Nasdaq: PEBO)
Financial Highlights
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Three Months Ended Six Months Ended
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1999 1998 1999 1998
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Operating earnings (a) $2,549,000 $2,522,000 $5,179,000 $4,898,000
Net income $2,549,000 $2,800,000 $5,179,000 $5,176,000
Cash basis earnings (b) $3,005,000 $3,073,000 $6,092,000 $5,720,000
Per share:
Basic operating earnings (a) $0.41 $0.40 $0.82 $0.77
Diluted operating earnings (a) $0.40 $0.38 $0.80 $0.75
Basic net income $0.41 $0.44 $0.82 $0.82
Diluted net income $0.40 $0.43 $0.80 $0.79
Basic cash basis operating earnings (a) (b) $0.48 $0.44 $0.97 $0.86
Diluted cash basis operating earnings (a) $0.47 $0.43 $0.94 $0.83
(b)
Basic cash basis net income (b) $0.48 $0.49 $0.97 $0.90
Diluted cash basis net income (a) (b) $0.47 $0.47 $0.94 $0.87
Basic weighted average shares outstanding 6,281,877 6,329,995 6,298,652 6,325,825
Diluted weighted average shares outstanding 6,443,357 6,551,252 6,452,820 6,540,332
Return on average equity (a) 11.90% 13.82% 12.01% 12.89%
Cash basis return on average equity (a) (b) 18.63% 17.94% 18.81% 16.90%
Return on average assets (a) 1.04% 1.39% 1.12% 1.31%
Cash basis return on average assets (a) (b) 1.26% 1.55% 1.35% 1.47%
Net interest margin (fully tax equivalent) 4.36% 4.55% 4.45% 4.58%
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<FN>
(a) For comparability, certain 1998 ratios and statistics exclude gains on
securities transactions of $427,000 pretax ($278,000 or $0.04 per share).
(b) Excludes after-tax impact of intangible amortization expense and removes
balance sheet effect of intangible assets acquired through use of purchase
accounting for acquisitions.
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</FN>
</TABLE>
PEOPLES BANCORP INC. CONDENSED CONSOLIDATED BALANCE SHEETS
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(in thousands) June 30, December 31,
ASSETS 1999 1998
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Cash and cash equivalents $ 27,208 $ 40,121
Available-for-sale investment securities,
at estimated fair value 350,936 235,569
Loans, net of unearned interest 600,586 567,917
Allowance for loan losses (10,119) (9,509)
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Net loans 590,467 558,408
Bank premises and equipment 14,886 14,826
Other assets 37,516 31,360
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TOTAL ASSETS $1,021,013 $ 880,284
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LIABILITIES
Non-interest bearing deposits $ 76,300 $ 80,884
Interest bearing deposits 616,869 633,284
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Total deposits 693,169 714,168
Short-term borrowings
(includes securities sold under
repurchase agreements) 61,640 32,514
Long-term borrowings 150,501 40,664
Accrued expenses and other liabilities 7,303 6,924
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TOTAL LIABILITIES 912,613 794,270
Guaranteed preferred beneficial interests
in junior subordinated debentures 29,001 ---
STOCKHOLDERS' EQUITY
Common stock, no par value (6,380,718
shares issued and 6,246,041 outstanding at
June 30, 1999) 64,984 50,807
Accumulated comprehensive (loss) income,
net of deferred income taxes (4,303) 3,588
Retained earnings 22,406 33,441
Treasury stock, at cost (134,677 shares
at June 30, 1999) (3,688) (1,822)
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TOTAL STOCKHOLDERS' EQUITY 79,399 86,014
TOTAL LIABILITIES, MINORITY INTERESTS AND
----------- ----------
STOCKHOLDERS' EQUITY $1,021,013 $ 880,284
=========== ==========
<TABLE>
<CAPTION>
PEOPLES BANCORP INC. CONDENSED STATEMENTS OF INCOME
----------------------- ---------------------
Three Months Ended Six Months Ended
(in thousands) 6/30/99 6/30/98 6/30/99 6/30/98
---------------------- ---------------------
<S> <C> <C> <C> <C>
Interest income $ 17,622 $ 15,735 $ 33,607 $ 31,099
Interest expense 8,162 7,531 15,404 14,851
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Net interest income 9,460 8,204 18,203 16,248
Provision for loan losses 447 546 984 1,242
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Net interest income after provision
for loan losses 9,013 7,658 17,219 15,006
Other income 1,820 1,590 3,664 3,208
Gain on securities transactions 1 427 1 431
Other expense 7,084 5,444 13,320 10,858
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Income before federal income taxes 3,750 4,231 7,564 7,787
Federal income taxes 1,201 1,431 2,385 2,611
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NET INCOME $ 2,549 $ 2,800 $ 5,179 $ 5,176
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END OF RELEASE
</TABLE>
