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 September 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 November 1, 1994: 2,908,425. 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 ASSETS September 30, 1994 December 31, 1993 Cash and cash equivalents: Cash and due from banks $18,791,000 $15,275,000 Interest-bearing deposits in other banks 693,000 5,998,000 Federal funds sold 7,800,000 7,050,000 Total cash and cash equivalents 27,284,000 28,323,000 Investment securities: Securities available-for-sale, at fair value (amortized cost of $95,987,000 at September 30, 1994) 95,544,000 Securities held-to-maturity, at amortized cost (fair value approximates $8,264,000 and $108,105,000 at September 30, 1994 and December 31, 1993, respectively) 8,322,000 103,349,000 Total investment securities 103,866,000 103,349,000 Loans, net of unearned interest 348,452,000 321,675,000 Reserve for possible loan losses (6,775,000) (6,370,000) Net loans 341,677,000 315,305,000 Bank premises and equipment, net of accumulated depreciation 10,215,000 10,767,000 Other assets 8,495,000 7,629,000 Total assets $491,537,000 $465,373,000 LIABILITIES AND STOCKHOLDERS' EQUITY Deposits: Non-interest bearing $45,479,000 $45,105,000 Interest bearing 357,953,000 340,534,000 Total deposits 403,432,000 385,639,000 Short-term borrowings 13,674,000 12,260,000 Federal Home Loan Bank term advances 22,663,000 18,251,000 Term debt 1,950,000 2,080,000 Accrued expenses and other liabilities 4,698,000 4,365,000 Total liabilities 446,417,000 422,595,000 Stockholders' Equity Common Stock, no par value, 6,000,000 shares authorized. 3,019,350 shares issued and 2,898,380 shares outstanding as of September 30, 1994; and 3,019,080 shares issued and 2,908,598 shares outstanding as of December 31, 1993 24,295,000 24,290,000 Unrealized holding gain (loss) on available-for-sale securities (291,000) Retained earnings 22,855,000 20,012,000 46,859,000 44,302,000 Treasury stock, 120,970 shares as of September 30, 1994 and 110,482 shares as of December 31, 1993, respectively (1,739,000) (1,524,000) Total stockholders' equity 45,120,000 42,778,000 Total liabilities and stockholders' equity $491,537,000 $465,373,000 PEOPLES BANCORP INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENT OF INCOME FOR PERIOD ENDED SEPTEMBER 30, 1994 Three Months Ended Nine Months Ended September 30, September 30, 1994 1993 1994 1993 Interest income $9,146,000 $8,767,000 $26,288,000 $26,692,000 Interest expense 3,930,000 3,794,000 11,204,000 11,572,000 Net interest income 5,216,000 4,973,000 15,084,000 15,120,000 Provision for loan losses 167,000 375,000 607,000 1,275,000 Net interest income after provision for loan loss 5,049,000 4,598,000 14,477,000 13,845,000 Other income 970,000 972,000 2,950,000 3,031,000 Gain (Loss) on sale of securities 43,000 126,000 44,000 Other expenses 3,919,000 3,657,000 11,701,000 11,316,000 Income before income taxes and cumulative effect of accounting changes* 2,100,000 1,956,000 5,852,000 5,604,000 Federal income taxes 628,000 539,000 1,762,000 1,549,000 Income before cumulative effect of accounting changes* 1,472,000 1,417,000 4,090,000 4,055,000 Cumulative effect of accounting changes, net of applicable taxes* (314,000) Net Income $1,472,000 $1,417,000 $4,090,000 $3,741,000 Income Before Cumulative Effect of Accounting Changes Per Share Primary $0.51 $0.48 $1.41 $1.42 Fully Diluted $0.51 $0.48 $1.41 $1.39 Cumulative Effect of Accounting Changes (net of applicable taxes) Per Share Primary $0.11 Fully Diluted $0.11 Net Income Per Share Primary $0.51 $0.48 $1.41 $1.31 Fully Diluted $0.51 $0.48 $1.41 $1.28 Weighted Average Shares Outstanding Primary 2,908,948 2,926,324 2,908,344 2,865,012 Fully Diluted 2,909,180 2,926,324 2,910,767 2,923,094 Cash Dividends Declared $435,000 $380,000 $1,247,000 $1,102,000 Cash Dividend Per Share $0.15 $0.13 $0.43 $0.38 Please note: Previous periods per share information and weighted average shares outstanding adjusted due to 2 for 1 stock split issued April 15, 1994. * 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. CONSOLIDATED STATEMENT OF CASH FLOWS Quarter ending September 30, 1994 Nine Months Nine Months Ending Ending September 30, 1994 September 30, 1993 Cash flows from operating activities: Net Income $4,090,000 $3,741,000 Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan losses 607,000 1,275,000 Depreciation and amortization 1,261,000 1,982,000 Gain on sale of investment securities (126,000) (44,000) (Increase) decrease in interest receivable (310,000) 141,000 Increase (decrease) in interest payable 69,000 (215,000) Deferred income taxes (32,000) Deferral of loan origination fees and costs 47,000 142,000 Accrual for postretirement benefits (pretax) 844,000 Other, net (1,167,000) 1,918,000 Net cash provided by operating activities 4,471,000 9,752,000 Cash flows from investing activities: Purchases of held-to-maturity securities (3,113,000) (22,839,000) Purchases of available-for-sale securities (19,686,000) Proceeds from sales of available-for-sale securities 8,274,000 4,558,000 Proceeds from maturities of held-to-maturity securities 506,000 24,688,000 Proceeds from maturities of available-for-sale securities 13,502,000 Net (increase) decrease in credit card receivables (194,000) 244,000 Net (increase) decrease in loans (26,643,000) (23,653,000) Expenditures for premises and equipment (322,000) (3,025,000) Proceeds from sales of other real estate owned 142,000 84,000 Net cash applied to investing activities (27,534,000) (19,943,000) Cash flows from financing activities: Net increase (decrease) in demand and savings deposits 12,592,000 8,242,000 Net increase (decrease) in certificates of deposits 5,201,000 (17,955,000) Net increase (decrease) in short-term borrowings 1,414,000 (914,000) Proceeds from long-term debt 7,500,000 5,176,000 Principal repayments of long-term debt (3,221,000) (130,000) Cash dividends paid (1,247,000) (1,102,000) Purchase of treasury stock (215,000) (203,000) Net cash provided by financing activities 22,024,000 (6,886,000) Net increase in cash and cash equivalents (1,039,000) (17,077,000) Cash and cash equivalents at January 1 28,323,000 48,444,000 Cash and cash equivalents at September 30 $27,284,000 $31,367,000 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 Nine Months Ended Ended September 30, September 30, 1994 1993 1994 1993 SIGNIFICANT RATIOS Net income before cumulative effect of accounting changes to: Total assets (end of period)* 1.21% 1.16% Shareholders' equity (end of period)* 13.44% 12.82% Net income to: Total assets (end of period)* 1.20% 1.21% 1.11% 1.07% Shareholders' equity (end of period)*13.05% 13.44% 12.09% 11.83% Net Interest Margin* 4.32% 4.31% 4.21% 4.44% Shareholders' equity to total assets (end of period) 9.18% 9.02% 9.18% 9.02% Loans net of unearned interest to deposits 86.37% 80.61% 86.37% 80.61% Reserve for loan losses to loans net of unearned interest (end of period) 1.94% 1.99% 1.94% 1.99% Capital ratios: Tier 1 capital 13.07% 13.39% 13.07% 13.39% Risk-based capital 14.32% 14.64% 14.32% 14.64% Leverage ratio 8.93% 8.73% 8.93% 8.73% Cash dividends to income before the cumulative effect of accounting changes 27.18% Cash dividends to net income 29.55% 26.82% 30.49% 29.46% PER SHARE DATA Book value per share $15.57 $14.43 $15.57 $14.43 Income before cumulative effect of accounting changes Primary $1.42 Fully diluted $1.39 Net income per share Primary $0.51 $0.48 $1.41 $1.31 Fully diluted $0.51 $0.48 $1.41 $1.28 Cash dividends per share $0.15 $0.13 $0.43 $0.38 * Net Income to Total Assets, Net Income to Shareholders' Equity, and Net Interest Margin are presented on an annualized basis. Please note: Previous periods per share information has been adjusted due to a 2 for 1 stock split issued April 15, 1994. MANAGEMENT'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 behalf of Peoples Bancorp Inc. (the "Corporation") for the period ended March 31, 1994. RESULTS OF OPERATIONS 	Peoples Bancorp reports net income for the third quarter 1994 of $1,472,000 compared to $1,417,000 for the same period last year. For the first three quarters of 1994, the Corporation earned net income of $4,090,000, a 9.3% increase over the $3,741,000 in net income earned during this period in 1993. 	Both primary and fully diluted third quarter earnings per share increased from $0.48 in 1993 to $0.51 in 1994, an increase of 6.3%. Primary and fully diluted earnings per share for the first nine months of 1994 reached $1.41, a 7.6% increase from $1.31 in primary earnings per share and a 10.2% rise from $1.28 in fully diluted earnings per share from the first three quarters 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, and a 10% stock dividend issued to shareholders of record as of April 15, 1993. All references to 1993 net income incorporate the effect of accounting changes adopted during the first quarter of 1993. 	Several factors contributed to the increase in net income for the Corporation. Third quarter net interest income reflects an increase from 1993, up $243,000 or 4.9% to $5,216,000. Net interest margin increased from 4.20% in the second quarter of 1994 to 4.32% and compares favorably to the strong 4.31% showing in third quarter 1993. An increase in loan balances contributed to the increased net interest income, as the Corporation expanded efforts to grow higher yielding assets. 	While Peoples Bancorp's third quarter net interest income performance is reflecting the increase in net income, overall performance was also improved as a result of a lower provision for possible loan loss. For the three months ended September 30, 1994 and 1993, the provision for loan loss was $167,000 and $375,000, respectively. The third quarter of 1994 contributed to the year-to-date reduction of loan loss provision, from $1,275,000 for the first three quarters of 1993 to $607,000 in 1994. 	The Corporation was able to reduce its provision for loan loss while maintaining an adequate loan loss reserve. Loan chargeoffs were $903,000 for the first nine months of 1994 and loan recoveries totaled $701,000, providing a net chargeoff of $202,000. For the nine month period ended September 30, 1993, loan chargeoffs were $924,000 for the first nine months of 1994 while loan recoveries totaled $255,000, which provided a net chargeoff of $669,000. Included in 1994's recoveries are several charged-off loans which were previously considered uncollectible. The increased recoveries in 1994 allowed the Corporation to lower the allocation of expense to loan loss provision while maintaining a reserve for possible loan loss of 1.94% of total loans (net of unearned interest). 	Peoples Bancorp continued to decrease its loan loss provision through the reduction of reserves established in 1992 as a direct result of a subsidiary's purchase of approximately $8 million in loans and $3 million in cash and assumption of $11 million in liabilities from the Resolution Trust Corporation. As a result of these loans performing more favorably than anticipated, the Corporation lowered its provision expense by $52,000 in the third quarter, and $237,000 for the first three quarters of 1994. Management will continue to monitor the loan portfolio to maintain appropriate reserves for all potential loan losses. 	Due to the volatility and uncertainty of the interest rate environment, Peoples Bancorp continues to focus on areas other than net interest margin, as a method of increasing net income. Non-interest income (excluding gains on sales of investment securities) totaled $970,000 for the third quarter and $2,950,000 for the first three quarters of 1994. Modest increases in trust revenue and service charges on deposit accounts provides the foundation for the Corporation's non-interest income. In addition to these areas of income, an agreement with an unaffiliated annuities and life insurance company has provided other income through their lease rental payments. 	Maintaining acceptable levels of non-interest expense is important to the success of the Corporation. For the nine months ended September 30, 1994, non-interest expense totaled $11,701,000, a 3.4% increase compared to the same period last year. Costs for employee wages and benefits have increased primarily due to rising insurance costs. Total salaries and employee benefits amounted to $6,238,000 for the three quarters ended September 30, 1994, compared to $5,914,000 in 1993, an increase of 5.4%. 	As expected, the first full year of depreciation related to the $5 million addition to the downtown Marietta banking center has also contributed to the rise in non-interest expense. Depreciation expense totaled $1,607,000 for the nine months ended September 30, 1994, compared to $1,421,000 for the same period in 1993, an increase of 13.1%. Peoples Bancorp will continue its efforts to control non-interest expense as a method of enhancing performance. 	Income tax expense for the first three quarters of 1994 totaled $1,762,000, compared to $1,549,000 for the same period last year. This increase can be attributed to higher pre-tax income and the Corporation's decrease in tax-exempt income. 	Year-to date net income of $4,090,000 provided a return on assets of 1.11%, compared to 1.07% in 1993. Return on stockholder's equity modestly increased, rising to 12.09% from 11.83%. The mandatory adoption of Statement on Financial Accounting Standards No. 115, "Accounting for Certain Investments in Debt and Equity Securities" (SFAS No. 115), resulted in a decrease in total stockholder's equity of $291,000 which represents the unrealized holding loss, net of deferred tax asset, at September 30, 1994. 	On November 1, 1994, the Corporation authorized the purchase of up to 10,000 additional shares of treasury stock at prices not to exceed $23.25. In the first three quarters of 1994, Peoples Bancorp has purchased 10,488 treasury shares for $215,000. 	On October 1, 1994, Peoples Bancorp paid a quarterly dividend of $0.15 per share, an increase of 7.1% compared to the previous quarter's dividend per share of $0.14. For 1994, dividends paid per share are $0.43 compared to $0.38 last year. All per share information has been adjusted for the 2 for 1 stock split issued to shareholders of record as of April 15, 1994, and a 10% stock dividend issued to shareholders of record as of April 15, 1993. Total cash dividends paid are $1,247,000 through September 30, 1994, a 13.2% increase compared to last year's amount of $1,102,000. 	The performance of the Corporation through the first three quarters of 1994 has slightly exceeded expectations. Management believes the Corporation is positioned to maintain performance though the remainder of 1994 and into next year. FINANCIAL CONDITION 	Total assets increased from $465,373,000 at December 31, 1993 to $491,537,000 at September 30, 1994, a growth rate of 5.6%. The current year has provided steady growth for the Corporation, as assets grew from $469,795,000 at March 31 to $474,704,000 at June 30, before reaching its September 30 level of over $491 million. 	The majority of asset growth has occurred in the area of loans, where gross loans have increased 8.3% to $348,452,000 at September 30, 1994. Cash and cash equivalents have decreased $1,039,000 to $27,284,000 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 availability of the portion of the loan portfolio that matures within one year should enable the Corporation to meet cash obligations and off-balance sheet commitments as they come due. 	Continuing a trend that occurred during the first six months of 1994, asset balances continued expanding in higher yielding assets such as loans. During the third quarter, the Corporation also increased investments in securities, from an amortized cost of $98,777,000 at June 30, 1994, to a total amortized cost of $104,309,000 at the end of this reporting period. September 30 available-for-sale securities totaled $95,544,000, an increase of 3.3% from $92,474,000 at June 30, 1994. Securities classified as held-to-maturity totaled $8,322,000 at September 30, up 24.8% compared to the June 30 balance of $6,666,000. The reported balance of investment securities at September 30, 1994 is $103,866,000, as a result of the $443,000 decreasing adjustment related to SFAS No. 115 adopted January 1, 1994. 	At September 30, the loan portfolio of Peoples Bancorp reached its highest level in the Corporation's history. Total loans net of unearned interest as of September 30 are $348,452,000, up 3.3% compared to June 30, 1994's balance of $337,474,000. The strong loan growth in the third quarter reflects the impact of Peoples Bancorp's firm position and commitment to reinvesting in the communities we serve. The Corporation's loan officers consistently monitor the well-diversified portfolio while maintaining high underwriting standards. For example, non-performing assets as a percentage of total assets was 0.48% at September 30, 1994, compared to 0.61% at September 30, 1993. Management considers the allowance for loan loss of 1.94% of total loans net of unearned interest to be adequate. 	Several funding sources were used to fund asset growth during the third quarter. Since June 30, 1994, Peoples Bancorp's deposit base has grown 3.9% to $403,432,000, 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, returning to $45,145,000 at June 30, and ultimately reaching the September 30, 1994 balance of $45,479,000. Interest-bearing deposits at September 30 total $357,953,000, an increase of 4.3% since June 30, 1994. During the third quarter, Peoples Bancorp began using brokered deposits as an alternative funding source, selling $5 million of certificates of deposits through a brokerage firm. This transaction allowed Peoples Bancorp to access a new source of funding without incurring overhead expenses typically associated with more traditional deposit products. 	Since June 30, 1994, regular certificates of deposits and IRA's (Individual Retirement Accounts) have increased approximately $4 million to $186 million at September 30, 1994. The largest quarterly increase in interest-bearing deposits for the Corporation has occurred in Super NOW accounts, increasing over $6.6 million to $38,000,000 at September 30, 1994. The most significant decrease occurred in savings balances, which dropped $1.9 million to $75,727,000. Management expects to continue to evaluate cost-effective alternatives to traditional funding sources while continuing to emphasize our current offering of deposit products. 	At September 30, 1994, Peoples Bancorp's loan to deposit ratio was 86.39%, virtually the same level reported June 30, 1994. Loan demand continues to be strong in the markets served by the Corporation. In addition to using deposit sources to fund these additional loans, Peoples Bancorp continues to utilize borrowings from the Federal Home Loan Bank (FHLB). These borrowings allow the Corporation to obtain funds 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 were $25,163,000 at September 30, 1994, compared to $25,850,000 at June 30 and $21,463,000 at March 31. Management plans to maintain access to FHLB borrowings as an appropriate funding source. 	The Peoples Bancorp Asset/Liability Management Committee meets monthly to address liquidity issues facing the Corporation, including the management of the investment securities portfolio. The group also monitors net interest income and sets pricing policy for the Corporation. The management of Peoples Bancorp maintains sufficient liquidity for the Corporation to satisfy depositor requirements and the various credit needs of its customers. 	Peoples Bancorp's capital continues to provide a strong base for profitable growth. Stockholders' equity reached $45,120,000 at September 30, 1994, a 5.5% increase from year-end 1993's amount of $42,778,000. Retention of net income from operations was the major factor in increasing capital. The equity adjustment as a result of SFAS No. 115 has resulted in fluctuations in total equity throughout 1994. Due to recent market conditions, at September 30, 1994 the market value of the Corporation's available-for-sale investment securities was $443,000 lower than the securities' amortized cost (book value). The result is the decrease in stockholder's equity of $291,000 found in the equity section of the Corporation's balance sheet. The market fluctuations occurring in 1994 can be attributed to the equity adjustments associated with SFAS No. 115 of $(291,000), $240,000, and $1,627,000, at September 30, June 30, and March 31, 1994, respectively. 	Since the large majority of investment securities in Peoples Bancorp's portfolio are classified as "available-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 reasonable. The state of the investment markets do not substantially affect the Corporation's stockholders' equity, as it continues to provide a strong base for diversity of operations as well as potential for growth in both new and existing markets. 	Peoples Bancorp has complied with 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 14.32% at September 30, 1994 was well above the minimum standard of 8%. Peoples Bancorp's Tier 1 capital ratio of 13.07% also exceeded the regulatory minimum of 4%. The Leverage ratio at June 30, 1994 was 8.93%, 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. 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: November 10, 1994			 	By: /s/ ROBERT E. EVANS 						Robert E. Evans 							President and Chief Executive Officer Date: November 10, 1994		 	 	By: /s/ JEFFREY D. WELCH 						Jeffrey D. Welch 						Treasurer