UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10-Q


x
Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934
   
 
For the quarterly period ended September 30, 2007
 
o
Transition report under Section 13 or 15(d) of the Exchange Act
   
 
For the transition period from _______________ to ________________
 
Commission File Number: 0-24169

PEOPLES BANCORP, INC.
(Exact name of registrant as specified in its charter)

Maryland
 
52-2027776
(State or Other Jurisdiction of
 
(I.R.S. Employer
Incorporation or Organization)
 
Identification No.)
     
P.O. Box 210, 100 Spring Avenue, Chestertown, Maryland
 
21620
(Address of Principal Executive Offices)
 
(Zip Code)
     

(410) 778-3500
Registrant’s Telephone Number, Including Area Code

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods 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 o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  o       Accelerated filer o     Non-accelerated filer x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes o No x

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 785,512 shares of common stock issued and outstanding as of November 1, 2007



PEOPLES BANCORP, INC.

FORM 10-Q
INDEX

   
Page
     
Part I Financial Information
 
     
Item 1.
Financial Statements
3
     
 
Consolidated Balance Sheets at September 30, 2007 (unaudited) and December 31, 2006
3
     
 
Consolidated Statements of Income (unaudited) for three and nine months ended September 30, 2007 and 2006
4
     
 
Consolidated Statements of Changes in Stockholders’ Equity (unaudited) for the nine months ended September 30, 2007 and 2006
5
     
 
Consolidated Statements of Cash Flows (unaudited) for nine months ended September 30, 2007 and 2006
6
     
 
Notes to Financial Statements (unaudited)
8
     
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
11
     
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
21
Item 4.
Controls and Procedures
21
     
Part II – Other Information
 
     
Item 1.
Legal Proceedings
22
Item 1A.
Risk Factors
22
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
22
Item 3.
Defaults Upon Senior Securities
22
Item 4.
Submission of Matters to a Vote of Security Holders
22
Item 5.
Other Information
22
Item 6.
Exhibits
22
     
Signatures
 
22
Exhibit Index
 
23
 
-2-


PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
 
PEOPLES BANCORP, INC. AND SUBSIDIARIES
Consolidated Balance Sheets

 
 
September 30,
 
December 31,
 
   
2007
 
2006
 
 
 
(unaudited)
 
 
 
ASSETS
           
               
Cash and due from banks
 
$
4,389,449
 
$
5,990,866
 
Federal funds sold
   
3,538,143
   
1,474,544
 
Securities available for sale
   
6,031,952
   
7,937,008
 
Securities held to maturity (approximate fair value of $12,048,365 and $10,887,433)
   
11,990,188
   
10,928,766
 
Federal Home Loan Bank stock, at cost
   
2,897,600
   
2,533,100
 
Loans, less allowance for loan losses of $1,803,964 and $1,860,283
   
215,812,135
   
206,077,157
 
Premises and equipment
   
5,859,107
   
3,991,077
 
Goodwill and intangible assets
   
791,682
   
-
 
Accrued interest receivable
   
1,869,618
   
1,445,833
 
Deferred income taxes
   
899,935
   
918,012
 
Other assets
   
1,073,649
   
1,008,419
 
Total Assets
 
$
255,153,458
 
$
242,304,782
 
               
LIABILITIES AND STOCKHOLDERS’ EQUITY
             
               
Deposits
             
Non-interest-bearing
 
$
31,878,001
 
$
29,900,976
 
Interest-bearing
   
130,750,730
   
125,284,608
 
     
162,628,731
   
155,185,584
 
Securities sold under repurchase agreements and federal funds purchased
   
9,187,113
   
15,573,593
 
Federal Home Loan Bank advances
   
52,700,000
   
43,700,000
 
Other borrowings
   
271,984
   
-
 
Accrued interest payable
   
535,318
   
469,747
 
Other liabilities
   
2,141,630
   
1,768,702
 
               
     
227,464,776
   
216,697,626
 
               
Stockholders' equity
             
Common stock, par value $10 per share, 1,000,000 shares authorized; issued and outstanding 788,512 shares at September 30, 2007 and 789,012 shares at December 31,2006
   
7,855,120
   
7,890,120
 
Additional paid in capital
   
2,920,866
   
2,920,866
 
Retained earnings
   
17,720,798
   
15,632,965
 
     
28,496,784
   
26,443,951
 
Accumulated other comprehensive income (loss)
             
Unrealized gain (loss) on available for sales securities
   
12,432
   
(16,261
)
Unfunded liability of defined benefit plan
   
(820,534
)
 
(820,534
)
     
27,688,682
   
25,607,156
 
               
Total Liabilities and Stockholders’ Equity
 
$
255,153,458
 
$
242,304,782
 
 
The accompanying notes are an integral part of these consolidated financial statements.
 
-3-


PEOPLES BANCORP, INC. AND SUBSIDIARIES
Consolidated Statements of Income (unaudited)

   
For the three months ended
 
For the nine months ended
 
   
September 30
 
September 30
 
   
2007
 
2006
 
2007
 
2006
 
                 
Interest and dividend revenue
                         
Loans, including fees
 
$
4,127,285
 
$
3,816,187
 
$
12,139,387
 
$
11,168,900
 
Government Agencies securities
   
215,022
   
215,743
   
651,940
   
627,709
 
Deposits in other banks
   
1,730
   
376
   
8,022
   
2,328
 
Federal funds sold
   
46,840
   
25,347
   
94,161
   
74,130
 
Equity securities
   
42,878
   
35,366
   
120,812
   
93,748
 
Total interest and dividend revenue
   
4,433,755
   
4,093,019
   
13,014,322
   
11,966,815
 
Interest Expense
                         
Deposits
   
984,257
   
827,718
   
2,785,282
   
2,297,530
 
Borrowed funds
   
734,953
   
609,819
   
2,136,048
   
1,769,955
 
Total interest expense
   
1,719,210
   
1,437,537
   
4,921,330
   
4,067,485
 
                           
Net interest income
   
2,714,545
   
2,655,482
   
8,092,992
   
7,899,330
 
                           
Provision for loan losses
   
10,000
   
0
   
40,000
   
240,000
 
Net interest income after provision for loan losses
   
2,704,545
   
2,655,482
   
8,052,992
   
7,659,330
 
Noninterest revenue
                         
Service charges on deposit accounts
   
264,290
   
219,826
   
737,193
   
646,529
 
Insurance commissions
   
244,445
   
0
   
798,745
   
0
 
Other noninterest revenue
   
68.359
   
59,780
   
233,054
   
232,635
 
Total noninterest revenue
   
577,094
   
279,606
   
1,768,992
   
879,164
 
Noninterest expenses
                         
Salaries and employee benefits
   
987,126
   
729,584
   
2,884,295
   
2,100,487
 
Occupancy
   
74,025
   
71,150
   
254,745
   
201,302
 
Furniture and equipment
   
63,078
   
53,992
   
179,110
   
166,325
 
Other operating
   
439,126
   
365,417
   
1,252,984
   
1,083,510
 
Total noninterest expenses
   
1,563,355
   
1,220,143
   
4,571,134
   
3,551,624
 
Income before income taxes
   
1,718,284
   
1,714,945
   
5,250,850
   
4,986,870
 
Income taxes
   
636,832
   
609,189
   
1,965,612
   
1,840,793
 
Net income
 
$
1,081,452
 
$
1,105,756
 
$
3,285,238
 
$
3,146,077
 
Earnings per common share
 
$
1.38
 
$
1.40
 
$
4.17
 
$
3.99
 
 
The accompanying notes are an integral part of these consolidated financial statements.
 
-4-

 
PEOPLES BANCORP, INC. AND SUBSIDIARIES
Consolidated Statements of Changes in Stockholders’ Equity (unaudited)
 
NINE MONTHS ENDED SEPTEMBER 30, 2007 and 2006

 
             
Accumulated
     
 
     
Additional
     
other
     
 
     
paid-in
 
Retained
 
comprehensive
 
Comprehensive
 
   
Common Stock
 
capital
 
earnings
 
income
 
income
 
                       
Balance, December 31, 2005
 
$
7,890,120
 
$
2,920,866
 
$
12,763,903
 
$
(6,668
)
     
                                 
Net income
   
-
   
-
   
3,146,077
   
-
 
$
3,146,077
 
Unrealized loss on investment securities available for sale net of income taxes of $7,735
   
-
   
-
   
-
   
(12,294
)
 
(12,294
)
Comprehensive income
                         
$
3,133,783
 
Cash dividend, $1.18 per share
   
-
   
-
   
(931,034
)
 
-
       
                                 
Balance, September 30, 2006
 
$
7,890,120
 
$
2,920,866
 
$
14,978,946
 
$
(18,962
)
     
                                 
                                 
Balance, December 31, 2006
 
$
7,890,120
 
$
2,920,866
 
$
15,632,965
 
$
(836,795
)
     
                                 
Net income
   
-
   
-
   
3,285,238
       
$
3,285,238
 
Unrealized gain on investment securities available for sale net of income taxes of $18,053
   
-
   
-
   
-
   
28,693
   
28,693
 
Comprehensive income
                         
$
3,313,931
 
Repurchase of stock
   
(35,000
)
 
-
   
(220,500
)
 
-
       
Cash dividend, $1.25 per share
   
-
   
-
   
(976,905
)
 
-
       
                                 
Balance, September 30, 2007
 
$
7,855,120
 
$
2,920,866
 
$
17,720,798
 
$
(808,102
)
     
 
The accompanying notes are an integral part of these consolidated financial statements.
 
-5-

 
PEOPLES BANCORP, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows (unaudited)

 
 
For the nine months ended
 
   
September 30
 
   
2007
 
2006
 
           
CASH FLOWS FROM OPERATING ACTIVITIES
         
Interest received
 
$
12,527,507
 
$
11,529,301
 
Fees and commissions received
   
1,768,992
   
879,164
 
Cash paid to suppliers and employees
   
(4,045,713
)
 
(3,533,841
)
Interest paid
   
(4,855,759
)
 
(3,972,901
)
Taxes paid
   
(1,965,612
)
 
(1,941,579
)
     
3,429,415
   
2,960,144
 
CASH FLOWS FROM INVESTING ACTIVITIES
             
Cash paid for premises, equipment, and software
   
(1,551,845
)
 
(124,242
)
Loans made, net of principal collected
   
(9,755,873
)
 
(2,141,254
)
Proceeds from maturities and calls of securities
           
Available for sale
   
2,000,000
   
3,500,000
 
Held to maturity
   
1,002,058
   
2,001,222
 
Purchase of securities Available for Sale
   
0
   
(3,425,525
)
Purchase of securities held to maturity
   
(2,037,521
)
 
(2,007,773
)
Purchase of FHLB Stock
   
(364,500
)
 
(250,700
)
Acquisition of Insurance Agency
   
(884,634
)
 
0
 
     
(11,592,315
)
 
(2,448,272
)
CASH FLOWS FROM FINANCING ACTIVITIES
             
Net increase (decrease) in
             
Time deposits
   
6,211,235
   
2,350,183
 
Other deposits
   
1,231,912
   
(8,730,188
)
Securities sold under repurchase agreements
   
(6,386,480
)
 
3,432,254
 
Advances under (repayments of) notes payable
   
9,000,000
   
3,000,000
 
Repayments of other borrowings
   
(199,180
)
 
0
 
Repurchase of Stock
   
(255,500
)
 
0
 
Dividends paid
   
(976,905
)
 
(931,034
)
     
8,625,082
   
(878,785
)
NET INCREASE (DECREASE) IN CASH
   
462,182
   
(366,913
)
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD
   
7,465,410
   
6,809,595
 
CASH AND EQUIVALENTS AT END OF PERIOD
 
$
7,927,592
 
$
6,442,682
 
 
-6-


PEOPLES BANCORP, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows (unaudited) (continued)
 
 
For the nine months ended
 
 
 
September 30
 
   
2007
 
2006
 
           
RECONCILIATION OF NET INCOME TO NET CASH PROVIDED FROM OPERATING ACTIVITIES
         
Net income
 
$
3,285,238
 
$
3,146,077
 
ADJUSTMENTS
             
Depreciation and amortization
   
163,815
   
164,934
 
Provision for loan losses
   
40,000
    240,000  
Amortization of intangible assets
   
41,250
   
0
 
Security discount accretion, net of premium amortization
   
(43,925
)
 
(30,512
)
Decrease (increase) in
             
Accrued interest receivable
   
(423,785
)
 
(255,485
)
Other assets
   
111,062
   
(280,314
)
Increase (decrease) in
             
Deferred origination fees and costs, net
   
(19,106
)
 
(151,517
)
Accrued Interest payable and other liabilities
   
65,571
   
227,747
 
Other Liabilities
   
209,295
   
(100,786
)
 
 
$
3,429,415
 
$
2,960,144
 
Supplemental disclosure
             
Fair value of assets acquired
 
$
686,499
 
$
0
 
Fair value of liabilities assumed
   
(634,797
)
 
0
 
Purchase price in excess of assets acquired
   
832,932
   
0
 
Net cash paid for acquisition
 
$
884,634
 
$
0
 
 
The accompanying notes are an integral part of these financial statements.
 
-7-

 
Peoples Bancorp, Inc. and Subsidiaries
Notes to Financial Statements (unaudited)
 
1.
Basis of Presentation

The accompanying unaudited consolidated financial statements of Peoples Bancorp, Inc. (the “Company”) and its subsidiaries, The Peoples Bank, a Maryland-chartered bank (the “Bank”), and Fleetwood, Athey, Macbeth & McCown, Inc., a Maryland insurance agency (the “Insurance Agency”), have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X of the Securities and Exchange Commission. Accordingly, they do not include all the information and notes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2007 are not necessarily indicative of the results that may be expected for the year ending December 31, 2007 or any other future interim period. The consolidated financial statements contained herein should be read in conjunction with the audited consolidated financial statements and related notes contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.

2.
Cash Flows

For purposes of reporting cash flows, cash and cash equivalents include cash on hand, amounts due from banks and overnight investments in federal funds sold.

3.
Comprehensive income

For the nine months ended September 30, 2007 and 2006, total comprehensive income, net of taxes, was $3,313,931 and $3,133,783, respectively. Comprehensive income is the sum of net income and the change in the unrealized gain or loss on securities available for sale, net of income taxes

4.
Commitments

Loan commitments are made to accommodate the financial needs of the Company’s customers. Letters of credit commit the Company to make payments on behalf of customers when certain specified future events occur. These obligations are not recorded in the Company’s financial statements. The credit risks inherent in loan commitments and letters of credit are essentially the same as those involved in extending loans to customers, and these arrangements are subject to the Company’s normal credit policies. The Company’s exposure to credit loss in the event the customer does not satisfy the terms of these arrangements equals the notional amount of the obligation less the value of any collateral. The table below represents unfunded obligations at September 30, 2007 and December 31, 2006.
     
 
 
September 30, 2007  
 
December 31, 2007  
 
Revolving Home Equity Lines
 
$
4,410,587
 
$
3,277,125
 
Commercial Real Estate Lines
 
$
7,949,421
 
$
6,402,332
 
Other Unused Commitments
 
$
14,836,680
 
$
22,826,099
 
Commercial Letters of Credit
 
$
4,795,301
 
$
5,162,739
 
 
-8-

 
5.
Earnings Per Share

Earnings per common share for a particular period is derived by dividing net income available to holders of shares of common stock for that period by the weighted average number of shares of common stock outstanding for that period. For the three- and nine-month periods ended September 30, 2007, the weighted average number of shares of common stock outstanding was of 785,512 and 788,517, respectively. For both the three- and nine month periods ended September 30, 2006, the weighted average number of shares of common stock outstanding was 789,012.

6.
Pension

The Bank maintains a defined benefit pension plan covering substantially all employees of the Bank. Benefits are based on years of service and the employee’s highest average rate of earnings for five consecutive years during the final 10 full years before retirement. The Bank’s general funding policy is to contribute annually the maximum amount that can be deducted for income tax purposes, determined using the projected unit credit cost method. The assets of the plan are invested in various time deposits and held in trust as required by law.

During the nine months ended September 30, 2007 and 2006, the Bank recognized net periodic costs for this plan of $212,393 and $146,351, respectively. During the nine months ended September 30, 2007 the Bank contributed $97,450 to the plan.

The Insurance Subsidiary does not maintain a defined benefit pension plan covering its employees.

Restatement of Comprehensive Income for the Year Ended December 31, 2006

The Company adopted Financial Accounting Standards No. 158 Employers’ Accounting for Defined Benefit Plans and Other Postretirement Plans (SFAS No. 158) during the year ended December 31, 2006. The adoption of SFAS No. 158 required the Company to reflect the underfunded status of its defined benefit pension plan on its Consolidated Balance Sheet, which included an adjustment to Accumulated Other Comprehensive Income. In the Company’s Consolidated Statement of Changes in Stockholders’ Equity for the year ended December 31, 2006 included in its Annual Report on Form 10-K, the Company incorrectly included the adjustment to Accumulated Other Comprehensive Income in its calculation of Comprehensive Income. The adjustment to Accumulated Other Comprehensive Income related to the adoption of SFAS No. 158 as originally reported resulted in a reduction of Comprehensive Income in the amount of $820,534.

The Company will reflect the correction to it adoption of SFAS No. 158 in its Consolidated Statement of Changes in Stockholders’ Equity when it files its Annual Report of Form 10-K for the year ending December 31, 2007 as follows:
 
Comprehensive Income for the year ended December 31, 2006:
 As originally reported   $ 3,285,574  
As revised     4,106,108  
 
-9-


7.
Segment Reporting

The Company operates two primary businesses: Community Banking and Insurance Products & Services. Through the Community Banking business, the Company provides services to consumers and small businesses on the upper Eastern Shore of Maryland through its six branches. Community banking activities include serving the deposit needs of small business and individual consumers by providing banking products and services to fit their needs. Loan products available to consumers include mortgage, home equity, automobile, marine, and installment loans and other secured and unsecured personal lines of credit. Small business lending includes commercial mortgages, real estate development loans, equipment and operating loans, as well as secured and unsecured lines of credit, accounts receivable financing arrangements, and merchant card services.

Through the Insurance Products and Services business, the Company provides a full range of insurance products and services to businesses and consumers in the Company’s market areas. Products include property and casualty, life, marine, individual health and long-term care insurance.

Selected financial information by line of business for the nine months ended September 30 2007, is included in the following table:
 

2007
 
Community
banking
 
Insurance
products
and services
 
Intersegment
Transactions
 
Consolidated
Total
 
                   
Net interest income
 
$
8,102,756
   
($9,764
)
$
0
 
$
8,092,992
 
Provision for loan losses
   
40,000
   
0
   
0
   
40,000
 
Net interest income after provision
   
8,062,756
   
(9,764
)
 
0
   
8,052,992
 
                           
Noninterest revenue
   
965,717
   
803,275
   
0
   
1,768,992
 
Noninterest expense
   
3,953,767
   
617,367
   
0
   
4,571,134
 
Income before income taxes
   
5,074,706
   
176,144
   
0
   
5,250,850
 
Income taxes
   
1,897,743
   
67,869
   
0
   
1,965,612
 
Net income
 
$
3,176,963
 
$
108,275
 
$
0
 
$
3,285,238
 
                           
Average assets
 
$
248,929,824
 
$
1,051,414
   
($179,810
)
$
249,801,428
 
 
8.
Insurance Agency Acquisition

On January 2, 2007, the Company acquired all of the outstanding common stock of the Insurance Agency for approximately $1,000,000. The Insurance Agency has an office located in Chestertown, Maryland.

Through the acquisition, the Company acquired approximately $805,000 of assets, primarily real estate, accounts receivable and cash, and assumed approximately $635,000 of liabilities, primarily notes payable and operating payables. The acquisition resulted in the recognition of approximately $280,000 of goodwill, which will not be amortized, and $550,000 of intangible assets, which will be amortized on a straight-line basis over 10 years. Pre-acquisition operating results of the Insurance Agency are not readily determinable.

During the nine months ended September 30. 2007, the Company recorded amortization of intangible assets of $41,250.

-10-


Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Peoples Bancorp, Inc. is a Maryland corporation and a financial holding company registered under the Bank Holding Company Act of 1956, as amended, located in Chestertown, Kent County, Maryland. Peoples Bancorp, Inc. was incorporated on December 10, 1996 to serve as the holding company of The Peoples Bank (the “Bank”), a Maryland commercial bank, which it acquired on March 24, 1997.

The Bank was incorporated on April 13, 1910 and operates five branches located in Kent County, Maryland and one branch located in Queen Annes County, Maryland which the bank opened this quarter. The Bank offers a variety of services to satisfy the needs of consumers and small- to medium-sized businesses and professional enterprises. Most of the Bank’s deposit and loan customers are located in and derived from Kent County, northern Queen Anne's County, and southern Cecil County, Maryland. This primary service area is located between the Chesapeake Bay and the western border of Delaware.

The Insurance Agency has roots dating back to the 1920s, when The Fleetwood-Kirby Agency was formed. In 1977, that agency was merged with several other well-respected insurances agencies to form Fleetwood, Athey, Macbeth & McCown, Inc. The Insurance Agency operates from one location in Kent County and provides a full range of insurance products to businesses and consumers. Product lines include property, casualty, life, marine, long-term care and health insurance.

Unless the context clearly requires otherwise, the terms “Company”, “we”, “us” and “our” in this report refer collectively to Peoples Bancorp, Inc. and the Subsidiaries.

Application of Critical Accounting Policies

The unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and in accordance with the instructions to Form 10-Q. Application of these principles requires management to make estimates, assumptions, and judgments that affect the amounts reported in the unaudited consolidated financial statements and accompanying notes. These estimates, assumptions, and judgments are based on information available as of the date of the consolidated financial statements; accordingly, as this information changes, the unaudited consolidated financial statements could reflect different estimates, assumptions, and judgments. Certain policies inherently have a greater reliance on the use of estimates, assumptions, and judgments and as such have a greater possibility of producing results that could be materially different than originally reported. Estimates, assumptions, and judgments are necessary when assets and liabilities are required to be recorded at fair value, when a decline in the value of an asset not carried on the consolidated financial statements at fair value warrants an impairment write-down or valuation reserve to be established, or when an asset or liability needs to be recorded contingent upon a future event. Carrying assets and liabilities at fair value inherently results in more financial statement volatility. The fair values and information used to record valuation adjustments for certain assets and liabilities are based either on quoted market prices or are provided by other third-party sources, when available.

The policies, along with the disclosures presented in the other financial statement notes and in this financial review, provide information on how significant assets and liabilities are valued in the financial statements and how those values are determined. Based on the valuation techniques used and the sensitivity of financial statement amounts to the methods, assumptions, and estimates underlying those amounts, management has identified the determination of the allowance for loan losses as the accounting area that requires the most subjective or complex judgments, and as such should be most subject to revision as new information becomes available.

-11-

 
         The allowance for loan losses represents management’s estimate of probable loan losses inherent in the loan portfolio. Determining the amount of the allowance for loan losses is considered a critical accounting estimate because it requires significant judgment and the use of estimates related to the amount and timing of expected future cash flows on impaired loans, estimated losses on pools of homogeneous loans based on historical loss experience, and consideration of current economic trends and conditions, all of which may be susceptible to significant change. In addition, various regulatory agencies, as an integral part of their examination processes, periodically review our allowance for loan losses. Such agencies may require us to make additional provisions for estimated loan losses based upon judgments different from those of management. The loan portfolio also represents the largest asset type on the balance sheet. Further information about the methodology used to determine the allowance for loan losses is discussed below under the heading “Loan Quality”.

The following discussion is designed to provide a better understanding of our financial condition and results of operation and should be read in conjunction with the September 30, 2007 Consolidated Financial Statements and Notes thereto included elsewhere in this report, and in conjunction with the audited Consolidated Financial Statements and Notes thereto and Management’s Discussion and Analysis or Plan of Operation set forth in the Annual Report of Peoples Bancorp, Inc. on Form 10-K for the year ended December 31, 2006.

Forward-Looking Information

This Quarterly Report on Form 10-Q may contain forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. Readers of this quarterly report should be aware of the speculative nature of “forward-looking statements”. Statements that are not historical in nature, including the words “anticipate”, “estimate”, “should”, “expect”, “believe”, “intend”, and similar expressions, are based on current expectations, estimates and projections about (among other things) the industry and the markets in which we operate; they are not guarantees of future performance. Whether actual results will conform to expectations and predictions is subject to known and unknown risks and uncertainties, including risks and uncertainties discussed in this report, general economic, market or business conditions; changes in interest rates, deposit flow, the cost of funds, and demand for loan products and financial services; changes in our competitive position or competitive actions by other companies; changes in the quality or composition of loan and investment portfolios; the ability to mange growth; changes in laws or regulations or policies of federal and state regulators and agencies; and other circumstances beyond our control. These and other risks are discussed in detail in the section of the periodic reports that Peoples Bancorp, Inc. files with the Securities and Exchange Commission (see Item 1A of Part II of this report). All of the forward-looking statements made in this report are qualified by these cautionary statements, and there can be no assurance that the actual results anticipated will be realized, or if substantially realized, will have the expected consequences on our business or operations. Except as required by applicable laws, we do not intend to publish updates or revisions of any forward-looking statements we make to reflect new information, future events or otherwise.
 
-12-


RECENT DEVELOPMENTS

As reported on a Current Report on Form 8-K filed on November 1, 2007, the Bank received notice on October 31, 2007 that a large corporate borrower (the “Borrower”) has filed a voluntary petition under Chapter 7 of the United States Bankruptcy Code. The amounts owed to the Bank by the Borrower under all loans is approximately $2.5 million. These loans are secured by liens on certain of the Borrower’s assets, on certain parcels of real property and by personal guarantees. In addition, the Borrower’s principal is the managing member of a limited liability company (the “LLC”) that is indebted to the Bank in the approximate amount of $564,000, which indebtedness is secured by liens on certain parcels of real property and by certain personal guarantees. The LLC’s primary business activity is leasing its real property to the Borrower, and management believes that the Borrower’s financial difficulties could potentially have an adverse impact on the LLC’s ability to make timely payments under its loans.

Although management believes that these loans were adequately collateralized at the time they were made, it is impossible to predict at this time what impact, if any, the bankruptcy proceeding will have on the Bank’s ability to obtain repayment under the loans or realize on the collateral securing those loans. Management intends to aggressively pursue repayment of these loans and recovery and liquidation of the collateral securing the loans if necessary. Nevertheless, it is possible that the Borrower’s bankruptcy filing, the deterioration of the Borrower’s financial condition and/or decline in the value of any of the collateral securing the loans could have a material, adverse impact on the Bank’s financial condition and/or results of operations.

RESULTS OF OPERATIONS

General

For the three- and nine-month periods ended September 30, 2007, the Company reported net income of $1,081,452, or $1.38 per share, and $3,285,238, or $4.17 per share, respectively, compared to $1,105,756, or $1.40 per share, and $3,146,077, or $3.99 per share, respectively, for the same periods in 2006. The increase of 4.42% for the nine months ended September 30, 2007 over the same period last year resulted primarily from increases in net interest income and noninterest revenue and a decrease in the provision for loan losses offset by increases in noninterest expense and income tax expense. The 2.20% decrease for the three-month period was primarily due to increased noninterest expense associated with the opening of our Church Hill branch and a higher effective income tax rate for the period. The Insurance Agency, which was acquired during the first quarter of 2007, produced a net gain of $29,648 for the three-month period ended September 30, 2007 and net income of $108,275 for the nine-month period ended September 30, 2007.

Net Interest Income

The primary source of income for the Company is net interest income, which is the difference between revenue on interest-earning assets, such as investment securities and loans, and interest incurred on interest-bearing sources of funds, such as deposits and borrowings.

Net interest income for the three-month period ended September 30, 2007 was $2,714,545, which represents an increase of $59,063 or 2.22% over net interest income for the same period in 2006. Net interest income for the nine-month period ended September 30, 2007 was $8,092,992, which represents an increase of $193,662 or 2.45% over the net interest income for the first nine months of 2006

-13-

 
Interest revenue for the three and nine months ended September 30, 2007 totaled $4,433,755 and $13,014,322, respectively, compared to $4,093,019 and $11,966,815, respectively, for the same periods last year, representing increases of $340,736 or 8.32% and $1,047,507 or 8.75%, respectively. The increases are attributable primarily to an increase in loan income of $970,487 for the first nine months of 2007 over the same time period in 2006 due to continued loan demand in our primary market area.

Interest expense for the three- and nine-month periods ended September 30, 2007 totaled $1,719,210 and $4,921,330, respectively, compared to $1,437,537 and $4,067,485, respectively, for the same periods last year, representing increases of $281,673 or 19.59% and $853,845 or 20.99%, respectively. These increases resulted primarily because we increased our borrowings from the Federal Home Loan Bank (“FHLB”) during the first nine months of 2007 to fund loan demand, from $43,700,000 at December 31, 2006 to $52,700,000 at September 30, 2007, resulting in an increase in borrowed funds interest expense for the first nine months of 2007 of $366,093 when compared to the same period last year. Advances from the FHLB were $51,700,000 at March 31, 2007 and $54,700,000 at June 30, 2007. In addition, the Company assumed approximately $450,000 of debt in connection with the acquisition of the Insurance Agency, and deposits have increased slightly during the first nine months of 2007.

The key performance measure for net interest income is the “net margin on interest-earning assets,” or net interest income divided by average interest-earning assets. Our net interest margin for the nine-month period ended September 30, 2007 was 4.63%, compared to 4.66%for the same period in 2006. The net margin may decline if competition increases, loan demand decreases, or the cost of funds rises faster than the return on loans and securities. Although these expectations are based on management’s judgment, actual results may be impacted by a number of unpredictable factors and cannot be assured.
 
-14-


A table of the Company’s average balances, interest and yields follows.

Average Balances, Interest, and Yield
 
   
For the Nine Months Ended
September 30, 2007 
 
For the Nine Months Ended
September 30, 2006 
 
 
 
Average
Balance 
 
Interest 
 
Yield 
 
Average
Balance 
 
Interest 
 
Yield 
 
Assets
                         
Federal funds sold
 
$
2,334,825
 
$
94,161
   
5.39
%
$
2,051,584
 
$
74,130
   
4.83
%
Interest-bearing deposits
   
194,138
   
8,394
   
5.78
%
 
68,674
   
2,441
   
4.75
%
Investment securities:
                                     
U. S. government agency
   
18,719,580
   
683,498
   
4.88
%
 
19,750,117
   
658,090
   
4.45
%
Other
   
27,095
   
405
   
2.00
%
 
0
   
0
   
-
%
FHLB of Atlanta Stock
   
2,822,188
   
126,238
   
5.98
%
 
2,493,944
   
98,290
   
5.27
%
Total investment securities
   
21,568,863
   
810,141
   
5.02
%
 
22,244,061
   
756,380
   
4.55
%
Loans:
                                     
Demand and time
   
42,573,695
   
2,944,397
   
9.25
%
 
41,024,921
   
2,756,614
   
8.98
%
Mortgage
   
166,681,555
   
8,935,825
   
7.17
%
 
160,334,009
   
8,144,515
   
6.79
%
Installment
   
4,798,496
   
309,356
   
8.62
%
 
5,049,721
   
306,060
   
8.10
%
Total loans
   
214,053,746
   
12,189,578
   
7.61
%
 
206,408,651
   
11,207,189
   
7.26
%
Allowance for loan losses
   
1,816,309
               
1,797,988
             
Total loans, net of allowance
   
212,237,437
   
12,189,578
   
7.68
%
 
204,610,663
   
11,207,189
   
7.32
%
Total interest-earning assets
   
236,335,263
   
13,102,274
   
7.41
%
 
228,974,982
   
12,040,140
   
7.03
%
Non-interest-bearing cash
   
4,606,782
               
4,683,523
             
Premises and equipment
   
5,188,392
               
3,809,369
             
Other assets
   
3,670,991
               
2,489,475
             
Total assets
 
$
249,801,428
             
$
239,957,349
             
Liabilities and Stockholders’ Equity
                                     
Interest-bearing Deposits
                                     
Savings and NOW deposits
 
$
36,813,087
   
160,488
   
0.58
%
$
40,511,077
   
172,576
   
0.57
%
Money market and supernow
   
16,744,070
   
203,503
   
1.62
%
 
17,156,207
   
157,769
   
1.23
%
Other time deposits
   
74,525,969
   
2,421,291
   
4.34
%
 
71,007,758
   
1,967,186
   
3.70
%
Total interest-bearing deposits
   
128,083,126
   
2,785,282
   
2.91
%
 
128,675,042
   
2,297,531
   
2.39
%
Borrowed funds
   
62,247,941
   
2,136,048
   
4.59
%
 
54,108,203
   
1,769,955
   
4.37
%
Total interest-bearing liabilities
   
190,331,067
   
4,921,330
   
3.46
%
 
182,783,245
   
4,067,485
   
2.98
%
Noninterest-bearing deposits
   
30,833,556
               
31,551,068
             
     
221,164,623
               
214,334,313
             
Other liabilities
   
2,405,103
               
963,117
             
Stockholders’ equity
   
26,231,702
               
24,659,919
             
Total liabilities and stockholders equity
 
$
249,801,428
             
$
239,957,349
             
Net interest spread
               
3.95
%
             
4.05
%
Net interest income
       
$
8,180,944
             
$
7,972,654
       
Net margin on interest-earning assets
               
4.63
%
             
4.66
%
 
Interest on tax-exempt loans and investments are reported on fully taxable equivalent basis (a non GAAP financial measure).
 
-15-


Noninterest Revenue

Noninterest revenue for the three- and nine-month periods ended September 30, 2007 totaled $577,094 and $1,768,992, respectively, which represent increases of 106.40% and 101.21% over $279.606 and $879,164, respectively, for the same periods in 2006. The increases resulted primarily from $798,745 of commission income earned by the Insurance Agency during the first nine months of 2007. We expect the Insurance Agency to generate lower revenue and net income during the remaining three months of 2007 . In addition, we experienced an increase in deposit service charges of $90,664 or 14.02% during the first nine months of 2007 when compared to the same period of 2006 primarily due to increased overdraft activity. Management does not view the increased overdraft activity as an indication of economic problems within our customer base, as we have generally been successful at collecting these overdrawn balances and the fees associated with them.

Noninterest Expense

The Company recorded noninterest expense of $1,563,355 and $4,571,134 for the three- and nine-month periods ended September 30, 2007, respectively, compared to $1,220,143 and $3,551,624, respectively, for the same periods in 2006, representing increases of $343,212 or 28.13% and $1,019,510 or 28.71%, respectively. The increases are mainly attributable to increased salaries and employee benefits of $783,808 for the first nine months of 2007, which is primarily due to the acquisition of the Insurance Agency. Other operating costs for the first nine months of 2007 also increased when compared to the same period last year, primarily due to Insurance Agency operations.

Income Tax Expense

The Company’s effective tax rate for the three- and nine-month periods ended September 30, 2007 was 37.1% and 37.4%, respectively, compared to 35.5% and 36.9% for the same periods in 2006. The Company’s income tax expense was $636,832 and $1,965,612 for the three- and nine-months ended September 30, 2007, respectively, compared to $609,189 and $1,840,793, respectively, for the same periods in 2006. Comparing the three- and nine-month periods ended September 30, 2007 with the same periods last year, the increases of 4.54% and 6.78% in the 2007 periods, respectively, were comparable to the percentage increases in income before income taxes.

FINANCIAL CONDITION

Overview

Total assets of the Company at September 30, 2007 were $255,153,458, compared to $242,304,782 at December 31, 2006, representing an increase of $12,848,676 or 5.30%.

Total liabilities at September 30, 2006 were $227,464,776, compared to $216,697,626 at December 31, 2006, representing an increase of $10,767,150 or 4.97%.

Stockholders’ equity was $27,688,682 at September 30, 2007, compared to $25,607,156 at December 31, 2006, which represents an increase of $2,081,526. The increase was due to comprehensive income for the period totaling $3,313,931 offset by dividends paid to stockholders of $976,905 and the repurchase of 3,500 shares of stock during the second quarter of 2007 for an aggregate purchase price of $255,500.

-16-

 
         Return on average equity for the nine months ended September 30, 2007 was 16.74%, compared to 17.06% for the same period in 2006. Return on average assets was 1.76% for the nine months ended September 30, 2007, compared to 1.75% for the same period in 2006.

Composition of Loan Portfolio

At September 30, 2007, loans, net of unearned income, were $215,812,135, an increase of $9,734,978 since December 31, 2006. Because loans are expected to produce higher yields than investment securities and other interest-earning assets, the absolute volume of loans and the volume as a percentage of total earning assets is an important determinant of net interest margin. Average loans, net of the allowance for loan losses, were $212,237,437 and $204,610,663 during the first nine months of 2007 and 2006, respectively, which constituted 89.80% and 89.36% of average interest-earning assets for the respective periods. For the nine months ended September 30, 2007, our average loan to deposit ratio was 133.55%, compared to 127.70% for the nine months ended September 30, 2006. The securities sold under repurchase agreements function like deposits, with the securities providing collateral in place of the FDIC insurance. Our ratio of average loans to deposits plus borrowed funds was 95.96% for the nine months ended September 30, 2007, compared to 95.46% for the nine months ended September 30, 2006. The Company extends credit primarily to customers located in and near the Maryland counties of Kent County, Queen Anne’s County, and Cecil County. There are no industry concentrations in our loan portfolio. A substantial portion of our loans are, however, secured by real estate, and the real estate market in the region will influence the performance of the Company’s portfolio and the value of the collateral securing the portfolio.

Loan Quality
 
The allowance for loan losses represents a reserve for potential losses in the loan portfolio. The adequacy of the allowance for loan losses is evaluated periodically based on a review of all significant loans, with a particular emphasis on non-accruing, past due, and other loans that management believes require attention. The determination of the reserve level rests upon management's judgment about factors affecting loan quality and assumptions about the economy. Management believes that the allowance as of September 30, 2007 is adequate to cover possible losses in the loan portfolio; however, management's judgment is based upon a number of assumptions about future events, which are believed to be reasonable, but which may not prove valid. Thus, there can be no assurance that charge-offs in future periods will not exceed the allowance for loan losses or that additional increases in the loan loss allowance will not be required.

For significant problem loans, management's review consists of evaluation of the financial strengths of the borrowers and guarantors, the related collateral, and the effects of economic conditions. The overall evaluation of the adequacy of the total allowance for loan losses is based on an analysis of historical loan loss ratios, loan charge-offs, delinquency trends, and previous collection experience, along with an assessment of the effects of external economic conditions. The allowance may be increased to accommodate reserves for specific loans identified as substandard during management's loan review. Generally, however, neither net recoveries nor a decrease in loans will require a negative provision to reduce the allowance. Therefore, net recoveries and/or decreases in loans may cause the allowance as a percentage of gross loans to exceed our target. Historically, our regulators have discouraged negative provisions.

The provision for loan losses is a charge to earnings in the current period to replenish the allowance and maintain it at a level management has determined to be adequate. As of September 30, 2007 and December 31, 2006, the allowance for loan losses compared to gross loans was 0.83% and 0.90%, respectively.

-17-

 
The following table sets forth activity in the Company’s allowance for loan losses for the periods indicated:

Allowance for Loan Losses
 
   
Nine months ended September 30,
2007
 
Nine months ended September 30,
2006
 
Year ended
December 31,
2006
 
Balance at beginning of year
 
$
1,860,283
 
$
1,649,420
 
$
1,649,420
 
Loan losses:
                   
Commercial
   
81,189
   
4,946
   
4,947
 
Mortgages
   
0
   
0
   
15,000
 
Consumer
   
18,314
   
8,986
   
16,214
 
Total loan losses
   
99,503
   
13,932
   
36,161
 
Recoveries on loans previously charged off
                   
Commercial
   
0
   
25
   
25
 
Mortgages
   
2,271
   
0
   
0
 
Consumer
   
912
   
6,867
   
6,999
 
Total loan recoveries
   
3,183
   
6,892
   
7,024
 
                     
Net loan losses (recoveries)
   
96,320
   
(7,040
)
 
29,137
 
Provision for loan losses charged to expense
   
40,000
   
240,000
   
240,000
 
Balance at end of year
 
$
1,803,963
 
$
1,882,380
 
$
1,860,283
 
Allowance for loan losses to loans outstanding at end of period
   
0.83
%
 
0.91
%
 
0.90
%
 
As a result of management's ongoing review of the loan portfolio, loans are classified as nonaccrual when it is not reasonable to expect collection of interest under the original terms. These loans are classified as nonaccrual even though the presence of collateral or the borrower's financial strength may be sufficient to provide for ultimate repayment. Interest on nonaccrual loans is recognized only when received. A loan is generally placed in nonaccrual status when it becomes 90 days or more past due. When a loan is placed in nonaccrual status, all interest that had been accrued on the loan but remains unpaid is reversed and deducted from earnings as a reduction of reported interest income. No additional interest is accrued on the loan balance until the collection of both principal and interest becomes reasonably certain.

At September 30, 2007 and December 31, 2006, we had loans past due 90 days or more including nonaccrual loans of $230,407 and $422,338, respectively. These loans are detailed below:

  Risk Elements of Loan Portfolio
   
September 30, 2007
 
December 31, 2006
 
           
Nonaccrual Loans
 
$
5,529
 
$
23,201
 
Accruing Loans Past Due 90 Days or More
   
224,878
   
399,137
 
 
-18-

 
Loans are classified as impaired when the collection of contractual obligations, including principal and interest, is doubtful. Management has identified no significant impaired loans as of September 30, 2007 or December 31 , 2006.

Deposits and Other Interest-Bearing Liabilities

Average interest-bearing deposits decreased $591,916 or 0.46% to $128,083,126 for the nine months ended September 30, 2007, from $128,675,042 for the same period in 2006. Average noninterest-bearing deposits decreased $717,512 or 2.27% to $30,833,556 for the nine months ended September 30, 2007, from $31,551,068 for the same period in 2006. Average total deposits have decreased 0.82% or $1,309,429 to $158,916,682 for the nine months ended September 30, 2006 from $160,226,110 for the same period in 2006. Borrowings at September 30, 2007, from the Federal Home Loan Bank of Atlanta, increased to $52,700,000 from $43,700,000 at December 31, 2006, an increase of 20.59%.

Deposits, particularly core deposits, have been the Company’s primary source of funding and have enabled the Company to meet both our short-term and long-term liquidity needs. Management anticipates that such deposits will continue to be the Company’s primary source of funding for the foreseeable future. It should be noted, however, investor confidence in alternatives to deposit accounts, which may pay yields that are higher than those paid on deposits, typically increases when the economy and stock markets perform well. Increased investor confidence in nondeposit investment products in future periods would likely have an adverse impact on our deposit growth. In addition, changes in governmental monetary policy, especially interest rates, may impact our ability to attract and retain deposits.

Short-term Borrowings
 
The following table sets forth the our position with respect to short-term borrowings for September 30, 2007 and December 31, 2006. 

   
September 30, 2007
 
December 31, 2006
 
   
Amount
 
Rate
 
Amount
 
Rate
 
                   
Federal Home Loan Bank (daily re-price)
 
$
0
   
-
%
$
0
   
-
%
Retail Repurchase Agreements
   
7,987,113
   
3.80
%
 
9,513,593
   
2.85
%
Federal Funds Borrowed
   
1,200,000
   
4.69
%
 
6,060,000
   
1.60
%
 
$
9,187,113
       
$
15,573,593
       
                           

We may borrow up to approximately 30% of total assets from the Federal Home Loan Bank (FHLB) through any combination of notes or line of credit advances. Both the notes payable and the line of credit are secured by a floating lien on all of our real estate mortgage loans. The Company was required to purchase shares of capital stock in the FHLB as a condition to obtaining the line of credit.

We provide collateral of 105% of the repurchase agreement balances by pledging U.S. Government Agency securities.

The Bank has lines of credit of $19,400,000 in unsecured overnight federal funds and $5,000,000 in secured overnight federal funds with correspondent banks at September 30, 2007.

-19-


Liquidity and Capital Resources

Liquidity describes the our ability to meet financial obligations that arise out of the ordinary course of business. Liquidity is needed primarily to fund loans, meet depositor withdrawal requirements, and fund current and planned expenditures. The Company derives liquidity through increased customer deposits, maturities in the investment portfolio, loan repayments and income from earning assets. To the extent that deposits are not adequate to fund customer loan demand, liquidity needs can be met in the short-term funds markets through lines of credit totaling $24,400,000 from correspondent banks, namely, Bank of America, Community Bank and M & T Bank. The Bank is also a member of the Federal Home Loan Bank of Atlanta, which provides another source of liquidity through a secured line of credit in the amount of $71,450,000 of which $52,700,000 has been advanced as of September 30, 2007.

Bank regulatory agencies have adopted various capital standards, including risk-based capital standards, that apply to financial institutions like the Company. The primary objectives of the risk-based capital framework are to provide a more consistent system for comparing capital positions of financial institutions and to take into account the different risks among financial institutions’ assets and off-balance sheet items.

Risk-based capital standards have been supplemented with requirements for a minimum Tier 1 capital to assets ratio (leverage ratio). In addition, regulatory agencies consider the published capital levels as minimum levels and may require a financial institution to maintain capital at higher levels. A comparison of the Company’s capital ratios as of September 30, 2007 to the minimum ratios required by federal banking regulators is presented below.
 
   
Actual
 
Minimum
Requirements
 
To be well
capitalized
 
Tier 1 risk-based capital
   
12.69
%
 
4.00
%
 
6.00
%
   
13.54
%
 
8.00
%
 
10.00
%
Leverage ratio
   
10.72
%
 
4.00
%
 
5.00
%

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Item3. Quantitative and Qualitative Disclosures About Market Risk.

Our primary market risk is to interest rate fluctuation and management has procedures in place to evaluate and mitigate this risk, both of which are discussed in Item 7 of Part II of the Annual Report of Peoples Bancorp, Inc. on Form 10-K for the year ended December 31, 2006 under the caption “Market Risk Management”. Management believes that there have been no material changes in our market risks or the procedures used to evaluate and mitigate these risks since December 31, 2006. The simulation models that we use to quantify the effect a hypothetical immediate plus or minus 200 basis point change in rates would have on net interest income and the fair value of capital produced the following results as of September 30, 2007 and December 31, 2006:
 
   
Immediate Change in Rates
     
   
+200
 
+100
 
-100
 
-200
 
Policy
 
   
Basis Points
 
Basis Points
 
Basis Points
 
Basis Points
 
Limit
 
                       
September 30, 2007
                     
% Change in Net Interest Income
   
3.97
%
 
2.01
%
 
-2.39
%
 
- 5.20
%
 
+10
%
% Change in Fair Value of Capital
   
7.81
%
 
3.89
%
 
-4.41
%
 
-8.98
%
 
+20
%
December 31, 2006
                               
   
3.26
%
 
1.66
%
 
-2.15
%
 
- 5.03
%
 
+10
%
% Change in Fair Value of Capital
   
6.79
%
 
3.44
%
 
-3.82
%
 
- 8.10
%
 
+20
%
 
The change in our interest rate sensitivity profile since December 31, 2006 resulted from a decrease in our excess assets repricing within one year from $71,576,000 as of December 31, 2006 to $70,734,000 at September 30, 2007.

Item 4. Controls and Procedures.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that Peoples Bancorp, Inc. files under the Securities and Exchange Act of 1934 with the Securities and Exchange Commission, such as this quarterly report, is recorded, processed, summarized and reported within the time periods specified in those rules and forms, and that such information is accumulated and communicated to management, including the President and Chief Executive Officer, who also serves as the Chief Financial Officer (the “CEO”), to allow for timely decisions regarding required disclosure. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

An evaluation of the effectiveness of these disclosure controls was carried out as of September 30, 2007 under the supervision and with the participation of the Company’s management, including the CEO. Based on that evaluation, the Company’s management, including the CEO, has concluded that our disclosure controls and procedures are, in fact, effective at the reasonable assurance level.

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          During the third quarter of 2007, there was no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
 
PART II - OTHER INFORMATION
 
Item 1. Legal Proceedings.
 
None.

Item 1A.  Risk Factors.

The risks and uncertainties to which our financial condition and operations are subject are discussed in detail in Item 1A of Part I of the Annual Report of Peoples Bancorp, Inc. on Form 10-K for the year ended December 31, 2006. Management does not believe that any material changes in these risk factors have occurred since December 31, 2006.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.
None.

Item 3. Defaults Upon Senior Securities.

Not applicable.

Item 4. Submission of Matters to a Vote of Security Holders.

None.

Item 5. Other Information.
 
None.

Item 6. Exhibits.

The exhibits filed or furnished with this report are listed in the Exhibit Index that immediately follows the signatures, which Index is incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Security Exchange Act of 1934, the registrant has caused   this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
  PEOPLES BANCORP, INC.
     
Date: November 13, 2007
By:
/s/ Thomas G. Stevenson
   
Thomas G. Stevenson
   
President/Chief Executive Officer
& Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.
 
Description
     
3.1
 
Articles of Incorporation of the Company, as corrected and amended (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on January 24, 2005)
3.2
 
Bylaws of the Company, as amended (incorporated by reference to Exhibit 3.2 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2004)
10.1
 
Changes to Director Compensation Arrangement (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on May 24, 2006)
31.1
 
Certifications of the Chief Executive Officer and the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
32.1
 
Certification of the Periodic Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)
 
-23-

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