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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
Mark One
[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES AND
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1997
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[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from __________ to __________
Commission File Number: 333-12293
Peoples Bancorp, Inc.
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(Exact name of small business issuer as specified in its charter)
Georgia 58-2265412
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
516 Bankhead Highway, Carrollton, Georgia 30117
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(Address of principal executive offices)
(770) 838-9608
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(Issuer's telephone number)
N/A
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(Former name, former address and former fiscal year, if changed since last
report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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
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APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by court.
Yes No
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APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of August 1, 1997: 800,000
Transitional Small Business Disclosure Format (Check One) Yes No X
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1
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PEOPLES BANCORP, INC. AND SUBSIDIARY
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INDEX
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<CAPTION>
Page
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheet - June 30, 1997................... 3
Consolidated Statements of Operations - Three and Six
Months Ended June 30, 1997................................ 4
Consolidated Statement of Cash Flows - Six
Months Ended June 30, 1997.......................... 5 and 6
Notes to Consolidated Financial Statements................... 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations................ 8
PART II. OTHER INFORMATION
Item 6 - Exhibits and Reports on Form 8-K...................... 9
Signatures.................................................... 10
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2
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PART I - FINANCIAL INFORMATION
FINANCIAL STATEMENTS
PEOPLES BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
JUNE 30, 1997
(Unaudited)
<TABLE>
<CAPTION>
Assets
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<S> <C>
Cash and due from banks $ 219,889
Federal funds sold 5,983,171
Securities available-for-sale, at fair value 4,001,283
Loans 4,573,865
Less allowance for loan losses 46,000
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Loans, net 4,527,865
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Premises and equipment 192,458
Other assets 182,002
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Total assets $ 15,106,668
====================
Liabilities and Stockholders' Equity
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Deposits
Demand $ 734,984
Interest-bearing demand 2,006,829
Savings 116,677
Time 4,527,558
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Total deposits 7,386,048
Other liabilities 44,178
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Total liabilities 7,430,226
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Commitments and contingent liabilities
Stockholders' equity
Preferred stock, par value $.01; 1,000,000 shares authorized; none issued -
Common stock, par value $.01; 10,000,000 shares authorized; 800,000 shares issued 8,000
Capital surplus 7,970,587
Accumulated deficit (308,151)
Unrealized gains on securities available-for-sale 6,006
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Total stockholders' equity 7,676,442
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Total liabilities and stockholders' equity $ 15,106,668
====================
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
3
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PEOPLES BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE AND SIX MONTHS ENDED JUNE 30, 1997
(Unaudited)
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<CAPTION>
Three Months Six Months
Ended June 30, Ended June 30,
1997 1997
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<S> <C> <C>
Interest income
Loans $ 75,172 $ 84,382
Taxable securities 52,500 60,969
Federal funds sold and securities purchased
under resell agreements 90,712 191,722
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Total interest income 218,384 337,073
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Interest expense
Deposits 53,770 62,416
Other borrowings - 3,446
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Total interest expense 53,770 65,862
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Net interest income 164,614 271,211
Provision for loan losses 37,000 46,000
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Net interest income after provision for loan losses 127,614 225,211
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Other operating income 17,932 18,842
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Other expenses
Salaries and other employee benefits 129,971 240,903
Occupancy and equipment expenses 27,284 44,778
Other operating expenses 81,000 173,561
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238,255 459,242
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Net loss before income taxes (92,709) (215,189)
Income tax expense - -
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Net loss $ (92,709) $ (215,189)
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Net loss per share of common stock $ (0.12) $ (0.38)
================ ================
Weighted average shares outstanding 800,000 570,166
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</TABLE>
4
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PEOPLES BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 1997
(Unaudited)
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OPERATING ACTIVITIES
Net loss $ (215,189)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 11,101
Provision for loan losses 46,000
Increase in interest receivable (89,571)
Increase in interest payable 28,975
Other operating activities 22,231
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Net cash used in operating activities (196,453)
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INVESTING ACTIVITIES
Purchases of securities available-for-sale (3,995,277)
Net increase in Federal funds sold (5,983,171)
Net increase in loans (4,573,865)
Purchase of premises and equipment (148,624)
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Net cash used in investing activities (14,700,937)
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FINANCING ACTIVITIES
Net increase in deposits 7,386,048
Repayment of advances from organizers (291,600)
Proceeds from sale of common stock 982,090
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Net cash provided by financing activities 8,076,538
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</TABLE>
5
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PEOPLES BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 1997
(Unaudited)
<TABLE>
<S> <C>
Net decrease in cash and due from banks $(6,820,852)
Cash and due from banks, beginning of period 7,040,741
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Cash and due from banks, end of period $ 219,889
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SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for:
Interest $ 36,887
Income taxes $ 4,200
NONCASH TRANSACTION
Unrealized gains on securities available-for-sale $ (6,006)
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
6
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PEOPLES BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1. NATURE OF BUSINESS AND BASIS OF PRESENTATION
Peoples Bancorp, Inc. (the Company) is a one-bank holding company
whose business is conducted by its wholly-owned subsidiary, Peoples
Bank of West Georgia (the Bank). The Bank is a commercial bank
located in Carrollton, Carroll County, Georgia. The Company completed
the sale of its common stock and obtained all necessary regulatory
approvals to commence operations in February of 1997. The Company
sold a total of $8,000,000 of its common stock and capitalized the
Bank with $6,000,000 on February 21, 1997. The Bank commenced
operations on March 3, 1997.
The financial information included herein is unaudited; however, such
information reflects all adjustments (consisting solely of normal
recurring adjustments) which are, in the opinion of management,
necessary for a fair statement of results for the interim period.
The results of operations for the six month period ended June 30, 1997
are not necessarily indicative of the results to be expected for the
full year.
NOTE 2. CURRENT ACCOUNTING DEVELOPMENTS
The Financial Accounting Standards Board has issued SFAS No. 128,
"Earnings Per Share". SFAS No. 128 establishes standards for computing
and presenting earnings per share (EPS) and applies to entities with
publicly held common stock or potential common stock. This Statement
simplifies the standards for computing earnings per share previously
found in APB Opinion No. 15, Earnings per Share, and makes them
comparable to international EPS standards. It replaces the
presentation of primary EPS with a presentation of basic EPS. It also
requires dual presentation of basic and diluted EPS on the face of the
income statement for all entities with complex capital structures and
requires a reconciliation of the numerator and denominator of the
basic EPS computation to the numerator and denominator of the diluted
EPS computation. The effective date of this statement is for
financial statements issued for periods ending after December 15,
1997. The adoption of this Statement is not expected to have a
material effect on earnings (losses) per share.
7
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PEOPLES BANCORP, INC. AND SUBSIDIARY
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Financial Condition
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As of June 30, 1997, the Company had total assets of $15.1 million. The Company
raised $8 million from the sale of its common stock and has received $7.4
million in deposits since the commencement of operations on March 3, 1997. The
Company has invested the proceeds from its stock sale and deposit growth in
Federal funds sold ($6.0 million), U. S. Treasury and Agency securities ($4.0
million) and loans ($4.6 million). The Company expects that loan and deposit
growth will be significant during its early periods of operations. This growth
is not uncommon for de novo banks.
Liquidity
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As of June 30, 1997, the Bank's liquidity ratio was far in excess of its target
ratio, due to its investment in Federal funds sold and other short-term
investments. As loan growth continues to increase, the Bank's liquidity will
decrease rapidly to levels more in line with its target ratio of 30%.
Capital
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The minimum capital requirements for banks and bank holding companies require a
leverage capital to assets ratio of at least 4%, core capital to risk-weighted
assets ratio of at least 4%, and total capital to risk-weighted assets of at
least 8%. The Company and the Bank's capital ratios are far in excess of these
regulatory requirements. As asset growth continues, these ratios will decrease
rapidly to levels closer to, but still in excess of the regulatory minimum
requirements.
Results of Operations
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The Company commenced its operations on March 3, 1997. Prior to the
commencement, the Company was engaged in activities involving the formation of
the Company, selling its common stock and obtaining necessary regulatory
approvals. The Company incurred operating losses totaling $157,000 during its
organizational period ($93,000 in 1996 and $64,000 in 1997). The Company
incurred total organizational and stock issue costs of $105,000 of which $84,000
has been capitalized to be amortized over a period of sixty months, and $21,000
has been recorded as a reduction of capital surplus. Through the second
quarter, the Company has incurred additional operating losses of $151,000 of
which $93,000 was attributable to the three month period ended June 30, 1997.
The Company expects that it will continue to incur operating losses during its
first full year of operations, until the increase in loans and other interest-
earning assets will generate the income necessary to cover interest expense and
other operating expenses.
The Company is not aware of any other known trends, events or uncertainties,
other than the effect of events as described above, that will have or that are
reasonably likely to have a material effect on its liquidity, capital resources
or operations. The Company is also not aware of any current recommendations by
the regulatory authorities which, if they were implemented, would have such an
effect.
8
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PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
27. Financial Data Schedule.
(b) Reports on Form 8-K.
Issuer filed a current report on Form 8-K on April 25, 1997 to
report a change in issuer's certifying accountant pursuant to Item
4 of Form 8-K.
9
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SIGNATURES
In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
PEOPLES BANCORP, INC.
(Registrant)
DATE: BY:
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/s/Timothy I. Warren. President and C.E.O.
(Principal Executive Officer)
DATE: BY:
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/s/Elaine B. Lovvorn, Secretary and Treasurer
(Principal Financial and Accounting Officer)
10
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 219,889
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 5,983,171
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 4,001,283
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 4,573,865
<ALLOWANCE> 46,000
<TOTAL-ASSETS> 15,106,668
<DEPOSITS> 7,386,048
<SHORT-TERM> 0
<LIABILITIES-OTHER> 44,178
<LONG-TERM> 0
0
0
<COMMON> 8,000
<OTHER-SE> 7,668,442
<TOTAL-LIABILITIES-AND-EQUITY> 15,106,668
<INTEREST-LOAN> 84,382
<INTEREST-INVEST> 60,969
<INTEREST-OTHER> 191,722
<INTEREST-TOTAL> 337,073
<INTEREST-DEPOSIT> 62,416
<INTEREST-EXPENSE> 65,862
<INTEREST-INCOME-NET> 271,211
<LOAN-LOSSES> 46,000
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 459,242
<INCOME-PRETAX> (215,189)
<INCOME-PRE-EXTRAORDINARY> (215,189)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (215,189)
<EPS-PRIMARY> (.38)
<EPS-DILUTED> 0
<YIELD-ACTUAL> 5.14
<LOANS-NON> 0
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 0
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 46,000
<ALLOWANCE-DOMESTIC> 46,000
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
