UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
|X| ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2004
|_| TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File No. 0-16772
A. Full title of the plan and address of the plan:
Peoples Bancorp Inc.
138 Putnam Street, P.O. Box 738
Marietta, Ohio 45750
Attn: The Retirement Planning Committee
B. Name of issuer of the securities held pursuant to the plan and address of its
principal executive office:
Peoples Bancorp Inc.
138 Putnam Street, P.O. Box 738
Marietta, Ohio 45750
SIGNATURES
The Plan. Pursuant to the requirements of the Securities and Exchange
Act of 1934, the trustees (or other persons who administer the employee benefit
plan) have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
PEOPLES BANCORP INC.
RETIREMENT SAVINGS PLAN
Date: June 15, 2005 By: /s/ JOHN E. DAKESIAN
--------------------------------------
John E. Dakesian
Chairperson, Retirement Plan Committee
2
Peoples Bancorp Inc. Retirement Savings Plan
EIN 31-0987416 PN 002
Accountants' Report and Financial Statements
December 31, 2004 and 2003
3
Peoples Bancorp Inc. Retirement Savings Plan
December 31, 2004 and 2003
CONTENTS
Independent Accountants' Report.........................................5
Financial Statements
Statements of Net Assets Available for Benefits.....................6
Statements of Changes in Net Assets Available for Benefits .........7
Notes to Financial Statements....................................8-12
Supplemental Schedule
Schedule H, Line 4i - Schedule of Assets (Held at End of Year).....14
4
Independent Accountants' Report
Plan Administrator
Peoples Bancorp Inc. Retirement Savings Plan
Marietta, Ohio
We have audited the accompanying statements of net assets available for benefits
of Peoples Bancorp, Inc. Retirement Savings Plan as of December 31, 2004 and
2003, and the related statements of changes in net assets available for benefits
for the years then ended. These financial statements are the responsibility of
the Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of Peoples Bancorp
Inc. Retirement Savings Plan as of December 31, 2004, and 2003, and the changes
in its net assets available for benefits for the years then ended in conformity
with accounting principles generally accepted in the United States of America.
The accompanying supplemental schedule is presented for the purpose of
additional analysis and is not a required part of the basic financial
statements, but is supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. This supplemental schedule is the
responsibility of the Plan's management. The supplemental schedule has been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated, in all material
respects, in relation to the basic financial statements taken as a whole.
BKD, LLP
Cincinnati, Ohio
April 14, 2005
Federal Employer Identification Number: 44-0160260
5
Peoples Bancorp Inc. Retirement Savings Plan
Statements of Net Assets Available for Benefits
December 31, 2004 and 2003
Assets
2004 2003
-------------------------------
Investments, at fair value $ 20,357,273 $ 17,812,333
Accrued interest and dividends 13,220 --
------------- -------------
Net Assets Available for Benefits $ 20,370,493 $ 17,812,333
============= =============
See Notes to Financial Statements
6
Peoples Bancorp Inc. Retirement Savings Plan
Statements of Changes in Net Assets Available for Benefits
Years Ended December 31, 2004 and 2003
2004 2003
-----------------------------------
Investment Income
Net appreciation in fair value of investments $ 656,142 $ 3,231,494
Interest and dividends 350,907 207,104
--------------- ---------------
Net investment income 1,007,049 3,438,598
--------------- ---------------
Contributions
Employer 593,485 479,782
Participants 1,154,834 961,130
Rollovers 947,066 274,058
--------------- ---------------
2,695,385 1,714,970
--------------- ---------------
Total additions 3,702,434 5,153,568
--------------- ---------------
Deductions
Benefits paid to participants 1,096,430 1,323,974
Administrative expenses 47,844 44,076
--------------- ---------------
Total deductions 1,144,274 1,368,050
--------------- ---------------
Net Increase 2,558,160 3,785,518
Net Assets Available for Benefits, Beginning of Year 17,812,333 14,026,815
--------------- ---------------
Net Assets Available for Benefits, End of Year $ 20,370,493 $ 17,812,333
=============== ===============
See Notes to Financial Statements
7
Peoples Bancorp Inc. Retirement Savings Plan
Notes to Financial Statements
December 31, 2004 and 2003
NOTE 1: DESCRIPTION OF THE PLAN
The following description of the Plan provides only general information.
Participants should refer to the Plan Document and Summary Plan
Description for a more complete description of the Plan's provisions,
which are available from the plan administrator.
General
-------
The Plan is a defined contribution plan sponsored by Peoples Bancorp
Inc. (Company) for the benefit of its full-time employees who have at
least one hour of service and are age 21 or older. The Plan is subject
to the provisions of the Employee Retirement Income Security Act of 1974
(ERISA). AMVESCAP National Trust Company is the trustee and serves as
the custodian of the Plan.
Contributions
-------------
The Plan permits eligible employees through a salary deferral election
to have the Company make annual contributions of up to 100% of eligible
compensation. Employee rollover contributions are also permitted. The
Company makes matching contributions of 100% of the employees' salary
deferral amounts up to 3% of the employees' compensation and 50% of the
employees' salary deferral amounts on the next 2% of the employees'
compensation. Company profit-sharing contributions are discretionary as
determined by the Company's Board of Directors. Contributions are
subject to certain limitations. Forfeitures are used to reduce Company
contributions.
Participant Investment Account Options
--------------------------------------
Investment account options available include various funds. Each
participant has the option of directing his contributions into any of
the separate investment accounts and may change the allocation daily.
The Plan document also includes an automatic deferral feature whereby a
participant is treated as electing to defer a certain percentage of
eligible compensation unless the participant made an affirmative
election otherwise.
Participant Accounts
--------------------
Each participant's account is credited with the participant's
contribution, the Company's contribution and plan earnings and is
charged with an allocation of administrative expenses. Allocations are
based on participant earnings or account balances, as defined. The
benefits to which a participant is entitled is the benefit that can be
provided from the participant's vested account.
8
Vesting
-------
Participants are immediately vested in their voluntary contributions and
the Company's matching contributions plus earnings thereon.
Payment of Benefits
-------------------
Upon termination of service, an employee may elect to receive either a
lump-sum amount equal to the value of his account or a monthly,
quarterly, or annual installments over a period of not more than the
participant's assumed life expectancy.
Participant Loans
-----------------
The Plan document includes provisions authorizing loans from the Plan to
active eligible participants. Loans are made to any eligible participant
demonstrating a qualifying need. The minimum amount of a loan shall be
$1,000. The maximum amount of a participant's loan is determined by the
available loan balance restricted to the lesser of $50,000 or 50% of the
participant's vested account balance. All loans are covered by demand
notes and are repayable over a period not to exceed five years (except
for loans for the purchase of a principal residence) through payroll
withholdings unless the participant is paying the loan in full. Interest
on the loans is based on local prevailing rates as determined by the
plan administrator.
Plan Termination
----------------
Although it has not expressed an intention to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan, subject to the provisions of ERISA. In the event of
plan termination, participants will become 100% vested in their
accounts.
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Method of Accounting
--------------------
The accompanying financial statements are prepared on the accrual method
of accounting.
Use of Estimates
----------------
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of net assets and changes in net assets and disclosure of
contingent assets and liabilities at the date of the financial
statements. Actual results could differ from those estimates.
9
Valuation of Investments and Income Recognition
-----------------------------------------------
Quoted market prices, if available, are used to value investments.
Participant loans are valued at cost, which approximates fair value.
The investments in Peoples Bancorp Inc. Common Stock has been unitized
and is comprised of cash and Peoples Bancorp Inc. Common Stock. The Plan
holds between 3% and 5% of these units in cash in order to provide
liquidity for timely distributions. At December 31, 2004 and 2003 these
units are comprised of 282,164 and 286,119 shares of Peoples Bancorp
Inc. Common Stock and cash of $383,498 and $403,678, respectively.
Purchases and sales of securities are recorded on a trade-date basis.
Interest income is recorded on the accrual basis. Dividends are recorded
on the ex-dividend date.
Plan Tax Status
---------------
The Plan obtained its latest determination letter on January 30, 2004,
in which the Internal Revenue Service stated that the Plan and related
trust, as then designed, were in compliance with the applicable
requirements of the Internal Revenue Code and therefore not subject to
tax.
Payment of Benefits
-------------------
Benefit payments to participants are recorded upon distribution.
10
NOTE 3: INVESTMENTS
The Plan's investments are held by a bank-administered trust fund. The
Plan's investments (including investments bought, sold and held during
the year) appreciated (depreciated) in fair value as follows:
2004
---------------------------------------
Net Appreciation
(Depreciation) in Fair Value
Fair Value During at End of
Year Year
---------------------------------------
Investments at fair value as determined by quoted market
price
Mutual funds
Columbia Acorn-Z Fund $ 264,234 $ 1,920,290*
Dodge & Cox Balanced Fund 107,495 1,508,424*
Other 399,310 4,216,553
Common/collective trust funds
Invesco 500 Index Trust 190,166 1,941,182*
Invesco Stable Value Trust -- 1,575,328*
Other 74,034 777,726
Peoples Bancorp Inc. common stock units (379,097) 8,123,256*
--------------- ---------------
656,142 20,062,759
Investments at cost which approximates market
Participant loans -- 294,514
--------------- ---------------
Total investments $ 656,142 $ 20,357,273
=============== ===============
11
2003
--------------------------------------
Net Appreciation
(Depreciation) in Fair Value
Fair Value During at End
Year of Year
--------------------------------------
Investments at fair value as determined by quoted market
price
Mutual funds
Columbia Acorn-Z Fund $ 481,860 $ 1,570,910*
Dodge & Cox Balanced Fund 158,959 1,040,240*
Other 536,459 2,449,629
Common/collective trust funds
Invesco 500 Index Trust 367,584 1,652,648*
Invesco Stable Value Trust -- 1,415,195*
Other 73,572 601,966
Peoples Bancorp Inc. common stock units 1,613,060 8,847,049*
--------------- ---------------
3,231,494 17,577,637
Investments at cost which approximates market
Participant loans -- 234,696
--------------- ---------------
Total investments $ 3,231,494 $ 17,812,333
=============== ===============
Investments that represented 5% or more of the Plan's assets are
separately identified (*) above.
Interest and dividends realized on the Plan's investments for the years
ended 2004 and 2003 were $350,907 and $207,104, respectively.
NOTE 4: PARTY-IN-INTEREST TRANSACTIONS
Party-in-interest transactions include those with fiduciaries or
employees of the Plan, any person who provides services to the Plan, an
employer whose employees are covered by the Plan, an employee
organization whose members are covered by the Plan, a person who owns 50
percent or more of such employer or employee association, or relatives
of such persons.
The Plan holds common stock of Peoples Bancorp Inc., which is the plan
sponsor. The Plan also invests in certain funds of the Plan trustee. The
Plan paid $47,844 and $44,076 of recordkeeping fees to AMVESCAP National
Trust Company during 2004 and 2003 respectively. The Company provides
certain administrative services at no cost to the plan.
12
Supplemental Schedule
13
Peoples Bancorp Inc. Retirement Savings Plan
EIN 31-0987416 PN 002
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
December 31, 2004
Identity of Issuer Description of Investment Cost Current Value
-----------------------------------------------------------------------------------------------------------------------------------
American Century Strategic Allocation
Conservative Fund 15,663 Units; $5.59 Per Unit $ 84,513 $ 87,555
American Century Strategic Allocation
Moderate Fund 16,659 Units; $6.77 Per Unit 99,946 112,786
American Century Strategic Allocation
Aggressive Fund 19,067 Units; $7.71 Per Unit 126,493 147,005
Columbia Acorn-Z Fund 72,601 Units; $26.45 Per Unit 1,273,581 1,920,290
*Invesco 500 Index Trust 62,558 Units; $31.03 Per Unit 1,453,904 1,941,182
*Invesco Structured Small Cap Value Equity
Trust 3,271 Units; $100.76 Per Unit 233,436 329,570
*Invesco Core Fixed Income Trust 14,102 Units; $31.78 Per Unit 413,518 448,156
*Invesco Stable Value Trust 1,575,328 Units; $1.00 Per Unit 1,575,328 1,575,328
*Peoples Bancorp Inc. Common
Stock Units 502,988 Units; $16.15 Per Unit 3,213,917 8,123,256
American Growth Fund of America 30,987 Units; $27.38 Per Unit 663,007 848,422
Dodge & Cox Common Stock Fund 7,709 Units; $130.22 Per Unit 842,032 1,003,856
Dodge & Cox Balanced Fund 19,010 Units; $79.35 Per Unit 1,267,002 1,508,424
ING Pilgrim International Value Fund 53,506 Units; $17.65 Per Unit 692,811 944,383
AIM Mid Cap Core Equity Fund 25,609 Units; $28.64 Per Unit 606,992 733,449
Royce Low-Priced Stock Fund 4,285 Units; $15.00 Per Unit 61,757 65,690
Fidelity Advisor Mid Cap - T Fund 10,841 Units; $25.22 Per Unit 246,144 273,407
Participant loans Interest rates ranging from 5.75% to 11.50% 294,514
------------- ---------------
$ 12,854,381 $ 20,357,273
============= ===============
*Parties-in-interest
14
INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION
-------------- ----------------------------------
23.1 Consent of Independent Accountants
15