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
Date of Report (Date of earliest event reported) November 14, 2003
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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 office) (Zip Code)
Registrant's telephone number, including area code: (740) 373-3155
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Not applicable
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(Former name or former address, if changed since last report)
Index to Exhibits on Page 3
Item 5. Other Events and Regulation FD Disclosure
On October 15, 2003, Peoples Bancorp Inc. ("Peoples") issued a news
release announcing earnings for the quarter ended September 30, 2003
(the "Third Quarter Earnings Release"). This news release was
included as Exhibit 99 to Peoples' Current Report on Form 8-K filed
on October 16, 2003.
The consolidated balance sheets, consolidated statements of income
and selected financial information contained in the Third Quarter
Earnings Release reflected Peoples' July 1, 2003, adoption of the
reporting requirements of Statement of Financial Accounting Standards
No. 150, "Accounting for Certain Financial Instruments with
Characteristics of both Liabilities and Equity" ("SFAS 150"). This
adoption resulted in Peoples reclassifying its Trust Preferred
Securities from the mezzanine section of the balance sheet, presented
as "Guaranteed preferred beneficial interest in junior subordinated
debentures", to liabilities, presented as "Mandatorily redeemable
capital securities of subsidiary trusts". In addition, Peoples began
recognizing the related expense within the statement of income as
interest expense in the third quarter of 2003, versus non-interest
expense. Prior periods were not restated within the Third Quarter
Earnings Release as SFAS 150 permitted only prospective application.
On November 7, 2003, the Financial Accounting Standards Board issued
Staff Position No. 150-3 which deferred for an indefinite period the
application of the measurement and recognition guidance in SFAS 150
for mandatory redeemable noncontrolling interests that are classified
as equity in the financial statements of the subsidiary but would be
classified as a liability in the parent's financial statements under
SFAS 150 because the subsidiary has a limited life (i.e. trust
preferred securities). As a result, Peoples reverted to the mezzanine
presentation for its Trust Preferred Securities and recognized the
related expense as non-interest expense in the financial statements
for the quarter ended September 30, 2003. This change was reflected
in the consolidated balance sheets, consolidated statements of income
and selected financial information contained in Peoples' Quarterly
Report on Form 10-Q filed on November 13, 2003.
The deferral of SFAS 150 had no impact to Peoples' results of
operations for the three and nine months ended September 30, 2003, as
the change was limited solely to the categorization of items on the
balance sheet and statement of income. The following table details
the changes due to reflect Staff Position No. 150-3:
Three Months Ended Nine Months Ended
September 30, 2003 September 30, 2003
Per News Per Per News Per
(in $000's) Release Form 10-Q Release Form 10-Q
Non-interest income leverage ratio (a) 53.36% 50.24% 47.08% 46.14%
Efficiency ratio (b) 48.35% 49.85% 50.70% 51.20%
Net interest margin (fully tax equivalent) 3.58% 3.72% 3.69% 3.74%
Interest Expense $ 9,465 $ 8,880 $ 27,930 $ 27,345
Net interest income 14,085 14,670 41,889 42,474
Net interest income after provision for
loan losses 13,165 13,750 39,203 39,788
Trust Preferred expense (c) - 606 1,169 1,819
Professional fees (c) 458 436 1,442 1,377
Total non-interest expense 9,999 10,584 29,744 30,329
(a) Non-interest income (less securities and asset disposal gains/losses) as a
percentage of non-interest expense (less intangible amortization).
(b) Non-interest expense (less intangible amortization) as a percentage of
fully tax equivalent net interest income plus non-interest income.
(c) Amortization expense of capitalized Trust Preferred issuance costs was
classified as professional fees for the Third Quarter Earnings Release due
to SFAS 150. This expense was reclassified to Trust Preferred expense for
the September 30, 2003, Form 10-Q to conform to pre-SFAS 150 presentation
due to Staff Position 150-3.
September 30, 2003
Per News Per
(in $000's) Release Form 10-Q
Mandatorily redeemable capital securities of subsidiary trust $ 29,155 $ -
Total Liabilities 1,597,394 1,568,239
Guaranteed preferred beneficial interests in junior subordinated debentures - 29,155
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: November 14, 2003 PEOPLES BANCORP INC.
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Registrant
By: /s/ ROBERT E. EVANS
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Robert E. Evans
President and Chief Executive Officer
INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION EXHIBIT LOCATION
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Not applicable