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Previous: METROPOLITAN ASSET FUNDING INC, 15-15D, 1997-05-13 |
Next: DELTIC TIMBER CORP, 10-Q, 1997-05-13 |
<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of
1934
For the quarterly period ended March 31, 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.
(Exact Name of Small Business Issuer as Specified in Its Charter)
Georgia 58-2265412
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
516 Bankhead Highway, Carrollton, Georgia 30117
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)
(770) 838-9608
- --------------------------------------------------------------------------------
(Issuer's Telephone Number, Including Area Code)
- --------------------------------------------------------------------------------
(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_______
-----
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: As of May 12, 1997, there were
800,000 shares of Issuer's $.01 par value common stock outstanding.
Transitional Small Business Disclosure Format (check one):
Yes _______ No X
-----
<PAGE>
PART I - FINANCIAL INFORMATION
FINANCIAL STATEMENTS
ITEM 1.
PEOPLES BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
MARCH 31, 1997
(UNAUDITED)
<TABLE>
<CAPTION>
ASSETS
------
<S> <C>
Cash and due from banks $ 185,293
Federal funds sold 7,491,132
Securities available-for-sale, at fair value 2,479,375
Loans 786,744
Less allowance for loan losses 9,000
-------------
Loans, net 777,744
-------------
Premises and equipment 167,050
Other assets 120,658
-------------
Total assets $ 11,221,252
=============
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Deposits
Demand $ 301,309
Interest-bearing demand 1,292,825
Savings 41,624
Time deposits 1,807,039
-------------
Total deposits 3,442,797
Other liabilities 29,483
-------------
Total liabilities 3,472,280
-------------
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 (215,431)
Unrealized losses on securities available-for-sale (14,184)
-------------
Total stockholders' equity 7,748,972
-------------
Total liabilities and stockholders' equity $ 11,221,252
=============
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.
<PAGE>
PEOPLES BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1997
(UNAUDITED)
<TABLE>
<S> <C>
INTEREST INCOME
Loans $ 9,210
Taxable securities 8,469
Federal funds sold and securities purchased under resell agreements 101,010
-------------
Total interest income 118,689
-------------
INTEREST EXPENSE
Deposits 8,646
Other borrowings 3,446
-------------
Total interest expense 12,092
-------------
Net interest income 106,597
PROVISION FOR LOAN LOSSES 9,000
-------------
Net interest income after provision for loan losses 97,597
-------------
OTHER OPERATING INCOME 910
-------------
OTHER EXPENSES
Salaries and other employee benefits 110,932
Occupancy and equipment expenses 17,494
Other operating expenses 92,551
-------------
220,977
-------------
Loss before income taxes (122,470)
INCOME TAX EXPENSE -
-------------
Net loss $ (122,470)
=============
Net loss per share of common stock $ (0.36)
=============
WEIGHTED AVERAGE SHARES OUTSTANDING 337,778
=============
CASH DIVIDENDS PER SHARE OF COMMON STOCK $ -
=============
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.
<PAGE>
PEOPLES BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 1997
(UNAUDITED)
<TABLE>
<S> <C>
OPERATING ACTIVITIES
Net loss $ (122,470)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 4,691
Provision for loan losses 9,000
Increase in interest receivable (26,490)
Increase in interest payable 8,171
Other operating activities 28,506
-------------
Net cash used in operating activities (98,592)
-------------
INVESTING ACTIVITIES
Purchases of securities available-for-sale (2,493,559)
Net increase in Federal funds sold (7,491,132)
Net increase in loans (786,744)
Purchase of premises and equipment (118,708)
-------------
Net cash used in investing activities (10,890,143)
-------------
FINANCING ACTIVITIES
Net increase in deposits 3,442,797
Repayment of advances from organizers (291,600)
Proceeds from sale of common stock 982,090
-------------
Net cash provided by financing activities 4,133,287
-------------
Net decrease in cash and due from banks (6,855,448)
Cash and due from banks, beginning of period 7,040,741
-------------
Cash and due from banks, end of period $ 185,293
=============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during period for:
Interest $ 3,921
Income taxes 3,100
NONCASH TRANSACTION
Unrealized losses on securities available-for-sale 14,184
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.
<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 had 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 adjustment) which are, in the opinion of management,
necessary for a fair statement of results for the interim period.
The results of operations for the three month period ended March 31,
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.
<PAGE>
PEOPLES BANCORP, INC. AND SUBSIDIARY
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
FINANCIAL CONDITION
- -------------------
As of March 31, 1997, the Company had total assets of $11.2 million. The Company
raised $8 million from the sale of its common stock and has received $3.4
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 ($7.5 million), U. S. Treasury and Agency securities ($2.5
million) and loans ($787,000). The Company expects that loan and deposit growth
will be significant during its first year of operations. This growth is not
uncommon for de novo banks.
LIQUIDITY
- ---------
As of March 31, 1997, the Bank's liquidity ratio was far in excess of its target
ratio, due to its investment in Federal funds sold. As loan growth increases,
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 shown as a reduction of capital surplus. During its first weeks of
operations, the Company has incurred additional operating losses of $51,000. 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.
<PAGE>
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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PEOPLES BANCORP, INC.
(Registrant)
Date: May 12, 1997 By: /s/ Timothy I. Warren
-----------------------------------------------
Timothy I. Warren, President
and Chief Executive Officer
(Principal Executive Officer)
Date: May 12, 1997 By: /s/ Elaine B. Lovvorn
-----------------------------------------------
Elaine B. Lovvorn, Secretary and Treasurer
(Principal Financial and Accounting Officer)
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 185,293
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 7,491,132
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 2,479,375
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 786,744
<ALLOWANCE> 9,000
<TOTAL-ASSETS> 11,221,252
<DEPOSITS> 3,442,797
<SHORT-TERM> 0
<LIABILITIES-OTHER> 29,483
<LONG-TERM> 0
0
0
<COMMON> 8,000
<OTHER-SE> 7,740,972
<TOTAL-LIABILITIES-AND-EQUITY> 11,221,252
<INTEREST-LOAN> 9,210
<INTEREST-INVEST> 8,469
<INTEREST-OTHER> 101,010
<INTEREST-TOTAL> 118,689
<INTEREST-DEPOSIT> 8,646
<INTEREST-EXPENSE> 12,092
<INTEREST-INCOME-NET> 106,597
<LOAN-LOSSES> 9,000
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 220,977
<INCOME-PRETAX> (122,470)
<INCOME-PRE-EXTRAORDINARY> (122,470)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (122,470)
<EPS-PRIMARY> (36.25)
<EPS-DILUTED> (36.25)
<YIELD-ACTUAL> 4.78
<LOANS-NON> 0
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 0
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 9,000
<ALLOWANCE-DOMESTIC> 9,000
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
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