<PAGE>
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 September 30, 1997
[ ] 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
- ------------------------------- -------------------
(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 November 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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<TABLE>
<CAPTION>
Page
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<S> <C> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheet - September 30, 1997 ........... 3
Consolidated Statements of Operations - Three and Nine
Months Ended September 30, 1997 ........................ 4
Consolidated Statement of Cash Flows - Nine
Months Ended September 30, 1997 ........................ 5
Notes to Consolidated Financial Statements ................ 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 7
PART II. OTHER INFORMATION
Item 6 - Exhibits and Reports on Form 8-K .................... 8
Signatures ................................................... 9
</TABLE>
2
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PART I - FINANCIAL INFORMATION
FINANCIAL STATEMENTS
PEOPLES BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 1997
(Unaudited)
<TABLE>
<CAPTION>
Assets
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<S> <C>
Cash and due from banks $ 306,178
Federal funds sold 2,264,296
Securities available-for-sale, at fair value 6,013,352
Loans 7,127,312
Less allowance for loan losses 73,000
--------------------
Loans, net 7,054,312
--------------------
Premises and equipment 184,799
Other assets 251,789
--------------------
Total assets $ 16,074,726
====================
Liabilities and Stockholders' Equity
------------------------------------
Deposits
Demand $ 813,267
Interest-bearing demand 2,671,585
Savings 126,029
Time 4,724,325
--------------------
Total deposits 8,335,206
Other liabilities 76,567
--------------------
Total liabilities 8,411,773
--------------------
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 (342,659)
Unrealized gains on securities available-for-sale 27,025
--------------------
Total stockholders' equity 7,662,953
--------------------
Total liabilities and stockholders' equity $ 16,074,726
====================
</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 NINE MONTHS ENDED SEPTEMBER 30, 1997
(Unaudited)
<TABLE>
<CAPTION>
Three Months Nine Months
Ended Ended
September 30, September 30,
1997 1997
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Interest income
Loans $ 137,438 $ 221,820
Taxable securities 73,001 133,970
Federal funds sold and securities purchased
under resell agreements 62,738 254,460
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Total interest income 273,177 610,250
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Interest expense
Deposits 81,384 143,800
Other borrowings - 3,446
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Total interest expense 81,384 147,246
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Net interest income 191,793 463,004
Provision for loan losses 27,000 73,000
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Net interest income after provision for loan losses 164,793 390,004
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Other operating income 41,356 60,198
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Other expenses
Salaries and other employee benefits 128,618 369,521
Occupancy and equipment expenses 29,360 74,137
Other operating expenses 82,679 256,241
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240,657 699,899
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Net loss before income taxes (34,508) (249,697)
Income tax expense - -
------------------- -------------------
Net loss $ (34,508) $ (249,697)
=================== ===================
Net loss per share of common stock $ (0.04) $ (0.39)
=================== ===================
Weighted average shares outstanding 800,000 647,612
=================== ===================
Cash dividends per share of common stock $ - $ -
=================== ===================
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
4
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PEOPLES BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 1997
(Unaudited)
<TABLE>
<S> <C>
OPERATING ACTIVITIES
Net loss $ (249,697)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 37,876
Provision for loan losses 73,000
Increase in interest receivable (138,746)
Increase in interest payable 51,349
Other operating activities 5,124
-------------------
Net cash used in operating activities (221,094)
-------------------
INVESTING ACTIVITIES
Purchases of securities available-for-sale (5,986,327)
Net increase in Federal funds sold (2,264,296)
Net increase in loans (7,127,312)
Purchase of premises and equipment (161,230)
-------------------
Net cash used in investing activities (15,539,165)
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FINANCING ACTIVITIES
Net increase in deposits 8,335,206
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 9,025,696
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Net decrease in cash and due from banks (6,734,563)
Cash and due from banks, beginning of period 7,040,741
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Cash and due from banks, end of period $ 306,178
===================
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for:
Interest $ 95,897
Income taxes $ 4,200
NONCASH TRANSACTION
Unrealized gains on securities available-for-sale $ (27,025)
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
5
<PAGE>
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 nine month period ended September 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.
6
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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
- -------------------
As of September 30, 1997, the Company had total assets of $16.1 million. The
Company raised $8 million from the sale of its common stock and has received
$8.3 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 ($2.3 million), U. S. Treasury and Agency securities ($6.0
million) and loans ($7.1 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
- ---------
As of September 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
- -------
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
- ---------------------
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 third quarter,
the Company has incurred additional operating losses of $186,000 of which
$35,000 was attributable to the three month period ended September 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.
7
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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.
None.
8
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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: /s/ Timothy I. Warren
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Timothy I. Warren. President and C.E.O.
(Principal Executive Officer)
DATE: BY: /s/ Elaine B. Lovvorn
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Elaine B. Lovvorn, Secretary and Treasurer
(Principal Financial and Accounting Officer)
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 306,178
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 2,264,296
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 6,013,352
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 7,127,312
<ALLOWANCE> 73,000
<TOTAL-ASSETS> 16,074,726
<DEPOSITS> 8,335,206
<SHORT-TERM> 0
<LIABILITIES-OTHER> 76,567
<LONG-TERM> 0
0
0
<COMMON> 8,000
<OTHER-SE> 7,654,953
<TOTAL-LIABILITIES-AND-EQUITY> 16,074,726
<INTEREST-LOAN> 221,820
<INTEREST-INVEST> 133,970
<INTEREST-OTHER> 254,460
<INTEREST-TOTAL> 610,250
<INTEREST-DEPOSIT> 143,800
<INTEREST-EXPENSE> 3,446
<INTEREST-INCOME-NET> 463,004
<LOAN-LOSSES> 73,000
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 699,899
<INCOME-PRETAX> (249,697)
<INCOME-PRE-EXTRAORDINARY> (249,697)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (249,697)
<EPS-PRIMARY> (.39)
<EPS-DILUTED> 0
<YIELD-ACTUAL> 5.55
<LOANS-NON> 0
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 0
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 73,000
<ALLOWANCE-DOMESTIC> 73,000
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
