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. PEOPLES BANCORP INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEET June 30, 1994 December 31, 1993 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 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> 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. CONSOLIDATED STATEMENT OF CASH FLOWS Quarter ending June 30, 1994 Six Months Six Months Ending Ending June 30, 1994 June 30, 1993 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 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. Three Months Ended Six Months Ended June 30, June 30, 1994 1993<F2> 1994 1993<F2> 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. 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