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
October 15, 1999
________________________________________________
Date of Report (Date of earliest event reported)
PEOPLES BANCORP INC.
______________________________________________________
(Exact name of Registrant as specified in its charter)
0-16772
______________________
Commission File Number
Ohio 31-0987416
______________________________________________ ______________________
(State or other jurisdiction of incorporation) (I.R.S. Employer
Identification Number)
138 Putnam Street
P.O. Box 738,
Marietta, Ohio 45750
________________________________________ __________
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(614) 373-3155
Not applicable
_____________________________________________________________
(Former name or former address, if changed since last report)
Index to Exhibits on page 3
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 October 15,1999, Peoples Bancorp Inc. announced earnings for the
quarter ended September 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 October 15, 1999
Item 8. Change in Fiscal Year
Not applicable.
Item 9. Sales of Equity Securities Pursuant to Regulation S
Not applicable.
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: October 18, 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 October 15, 1999 4 - 6
EXHIBIT 99
__________
NEWS RELEASE
____________
FOR IMMEDIATE RELEASE Contact: John W. Conlon, Chief Financial Officer
October 15, 1999 (740) 373-3155
PEOPLES BANCORP INC. REPORTS INCREASED
THIRD QUARTER EARNINGS
________________________________________
Quarterly operating earnings per share up 18.4%
MARIETTA, Ohio - Peoples Bancorp Inc. (Nasdaq: PEBO) today announced increases
in operating income of 16.2% and 9.2% for the third quarter and nine months
ended September 30, 1999. Operating income was $2,833,000 for the third quarter
of 1999 and $8,011,000 for the first nine months of 1999. Operating earnings per
diluted share reached $0.45 for the third quarter of 1999, an increase of 18.4%,
and $1.25 for the first nine months of 1999, an increase of 11.6%, compared to
$0.38 and $1.12 during the same periods in 1998.
Operating earnings reflect the results of the Company's core operations
and exclude several nonrecurring items that impact comparability. In the third
quarter of 1999, the Company reported net losses from sales of investment
securities of $115,000 ($75,000 after taxes or $0.01 per share). In the third
quarter of 1998, the Company incurred pretax charges of $526,000 ($342,000 after
taxes or $0.05 per share) related to long-term debt prepayment penalties,
acquisition conversion costs and other market expansion activities. In the
second quarter of 1998, the Company reported net gains on securities
transactions of $427,000 ($278,000 after taxes or $0.04 per share).
Including the nonrecurring items, net income totaled $2,758,000 for the
third quarter of 1999, an increase of $662,000 (or 31.6%) compared to the same
period a year earlier. On a diluted per share basis, 1999's third quarter net
income reached $0.43, up 34.4% compared to $0.32 for the third quarter of 1998.
Cash basis operating earnings per share were $0.52 for the third
quarter of 1999, up 15.6% from $0.45 in 1998's third quarter. For the first nine
months of 1999, cash basis operating earnings per share reached $1.46, an
increase of 14.1% 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.
Operating return on stockholders' equity reached 14.76% in the third
quarter of 1999 compared to 11.73% for the same period in 1998. This continued
enhancement resulted from core earnings growth, a stock repurchase plan
implemented in the second quarter of 1999, as well as decreases in market value
of the Company's available-for-sale investment portfolio, which correspondingly
lowered the Company's equity at September 30, 1999.
Net interest income totaled $10,055,000 in the third quarter, an
increase of $1,669,000 (or 20.0%) compared to 1998's third quarter. For the
first nine months of 1999, net interest income increased $3,624,000 (or 14.7%)
to $28,258,000. Growth in net interest income can be attributed primarily to
balance sheet growth strategies implemented in the second quarter of 1999
designed to leverage the Company's recently issued $30 million of 8.62% Capital
Securities through PEBO Capital Trust I. Third quarter net interest margin
totaled 4.38% compared to 4.37% for the same period a year earlier.
The Company reported third quarter non-interest income of $1,924,000,
an increase of 16.8% compared to the same period a year earlier. For the nine
months ended September 30, 1999, the Company reported non-interest income of
$5,588,000, up 15.1% compared to 1998. In the third quarter of 1999,
non-interest expense increased $929,000 (or 14.5%) to $7,329,000. For the nine
months ended September 30, 1999, non-interest expense totaled $20,649,000, up
19.6% compared to the same period a year earlier. Increases in non-interest
income and non-interest expense resulted primarily from the 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. Non-interest expense for the first nine months of 1999 was
also increased by debt service costs associated with the issuance of Capital
Securities.
Robert E. Evans, Peoples Bancorp's President and Chief Executive
Officer, commented, "Our focus continues to be our relationships with our
customers and their changing needs. As we commit additional resources to respond
to these changing needs, we are being rewarded with enhanced revenues and
increases in shareholder value."
Peoples Bancorp Inc. is a diversified financial services holding
company head quartered 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, investment and
insurance products, as well as electronic banking. 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 (Unaudited)
----------------------- -----------------------
Three Months Ended Nine Months Ended
----------------------- -----------------------
1999 1998 1999 1998
---------- ----------- ---------- ----------
<S> <C> <C> <C> <C>
Operating earnings (a) $2,833,000 $2,438,000 $8,011,000 $7,336,000
Net income $2,758,000 $2,096,000 $7,937,000 $7,272,000
Cash basis earnings (b) $3,214,000 $2,570,000 $9,306,000 $8,291,000
Per share:
Basic operating earnings (a) $0.46 $0.39 $1.28 $1.16
Diluted operating earnings (a) $0.45 $0.38 $1.25 $1.12
Basic net income $0.45 $0.33 $1.27 $1.15
Diluted net income $0.43 $0.32 $1.24 $1.11
Basic cash basis operating earnings (a) (b) $0.53 $0.46 $1.50 $1.32
Diluted cash basis operating earnings (a) (b) $0.52 $0.45 $1.46 $1.28
Basic cash basis net income (b) $0.52 $0.41 $1.49 $1.31
Diluted cash basis net income (a) (b) $0.51 $0.40 $1.45 $1.27
Basic weighted average shares outstanding 6,148,485 6,315,498 6,247,905 6,322,345
Diluted weighted average shares outstanding 6,343,024 6,493,804 6,415,440 6,524,785
Return on average equity (a) 14.76% 11.73% 12.86% 12.04%
Cash basis return on average tangible equity (a) (b) 23.38% 19.19% 20.20% 17.05%
Return on average assets (a) 1.10% 1.12% 1.11% 1.20%
Cash basis return on average tangible assets (a) (b) 1.30% 1.37% 1.33% 1.39%
Net interest margin (fully tax equivalent) 4.38% 4.37% 4.42% 4.50%
----------- ----------- ----------- -----------
<FN>
(a) For comparability, certain ratios and statistics exclude the following
nonrecurring items:
* Pretax losses on securities transactions of $115,000($75,000 after
taxes or $0.01 per share) in the third quarter of 1999 and pretax
losses of $114,000 ($74,000 after taxes or $0.01 per share) in the nine
months ended September 30, 1999.
* Pretax costs of $526,000 ($342,000 after taxes, or $0.05 per share) in
the third quarter of 1998 resulting from long-term debt prepayment
penalties, acquisition conversion costs and other market expansion
activities.
* Pretax gains on securities transactions of $427,000 ($278,000 after
taxes or $0.04 per share) in the second quarter of 1998.
(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.
</FN>
</TABLE>
<TABLE>
<CAPTION>
PEOPLES BANCORP INC. CONDENSED CONSOLIDATED BALANCE SHEETS
----------- ----------
<S> <C> <C>
Unaudited - In Thousands September December
(except share and per share data) 30, 31,
ASSETS 1999 1998
----------- ---------
Cash and cash equivalents $ 37,133 $ 40,121
Available-for-sale investment securities,
at estimated fair value 333,434 235,569
Loans, net of unearned interest 631,140 567,917
Allowance for loan losses (10,392) (9,509)
----------- ---------
Net loans 620,748 558,408
Bank premises and equipment 14,811 14,826
Other assets 37,971 31,360
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TOTAL ASSETS $1,044,097 $880,284
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LIABILITIES
Non-interest bearing deposits $ 77,776 $ 80,884
Interest bearing deposits 636,251 633,284
----------- ---------
Total deposits 714,027 714,168
Short-term borrowings
(includes securities sold under
repurchase agreements) 67,556 32,514
agreements,
Long-term borrowings 150,344 40,664
Accrued expenses and other liabilities 7,978 6,924
----------- ---------
TOTAL LIABILITIES 939,905 794,270
Guaranteed preferred beneficial
interests in junior subordinated debentures 28,989 ---
STOCKHOLDERS' EQUITY
Common stock, no par value (6,384,116 shares issued
and 6,079,468 outstanding at September 30, 1999) 64,963 50,807
Accumulated comprehensive (loss) income,
net of deferred income taxes (5,741) 3,588
Retained earnings 24,305 33,441
Treasury stock, at cost
(304,648 shares at September 30, 1999) (8,324) (1,822)
----------- ---------
TOTAL STOCKHOLDERS' EQUITY 75,203 86,014
TOTAL LIABILITIES, MINORITY INTERESTS AND
STOCKHOLDERS' EQUITY 1,044,097 880,284
=========== =========
</TABLE>
<TABLE>
<CAPTION>
PEOPLES BANCORP INC. CONDENSED STATEMENTS OF INCOME
---------------------------- ---------------------------
Three Months Ended Nine Months Ended
Unaudited -In Thousands (except share and per share data) 9/30/99 9/30/98 9/30/99 9/30/98
---------------------------- ---------------------------
<S> <C> <C> <C> <C>
Interest income $ 19,104 $ 16,307 $ 52,711 $ 47,406
Interest expense 9,049 7,921 24,453 22,772
------------ ------------ ----------- ------------
Net interest income 10,055 8,386 28,258 24,634
Provision for loan losses 447 546 1,431 1,788
------------ ------------ ----------- ------------
Net interest income after provision for loan losses 9,608 7,840 26,827 22,846
Other income 1,924 1,647 5,588 4,855
(Loss) gain on securities transactions (115) (13) (114) 418
Other expense 7,329 6,400 20,649 17,258
------------ ------------ ----------- ------------
Income before income taxes 4,088 3,074 11,652 10,861
Income taxes 1,330 978 3,715 3,589
------------ ------------ ----------- ------------
NET INCOME $ 2,758 $ 2,096 $ 7,937 $ 7,272
------------ ------------ ----------- ------------
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END OF RELEASE
