<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 June 30, 1999
----------------------
[ ] 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 (IRS Employer
incorporation or organization) Identification No.)
516 Bankhead Highway, Carrollton, Georgia 30117
---------------------------------------------------
(Address of principal executive offices)
(770) 838-9608
--------------------
(Issuer's telephone number)
N/A
-------------------------------------------------------------------------------
(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
--- ---
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 X No
--- ---
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, 1999: 800,000; $.01 par value.
Transitional Small Business Disclosure Format (Check One) Yes No X
--- ---
<PAGE>
PEOPLES BANCORP, INC. AND SUBSIDIARY
- --------------------------------------------------------------------------------
Index
-----
Page
----
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheet - June 30, 1999......................3
Consolidated Statements of Income and Comprehensive
Income (Loss) - Three Months Ended June 30, 1999 and 1998
and Six Months Ended June 30, 1999 and 1998....................4
Consolidated Statement of Cash Flows - Six
Months Ended June 30, 1999 and 1998............................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 4 - Submission of Matters to a Vote of Security Holders......15
Item 6 - Exhibits and Reports on Form 8-K.........................15
Signatures........................................................16
2
<PAGE>
PART I - FINANCIAL INFORMATION
FINANCIAL STATEMENTS
PEOPLES BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
JUNE 30, 1999
(Unaudited)
Assets
------
Cash and due from banks $ 1,084,075
Interest-bearing deposits in banks 99,000
Federal funds sold 2,262,497
Securities available-for-sale, at fair value 12,087,877
Loans 22,883,077
Less allowance for loan losses 263,243
-------------------
Loans, net 22,619,834
-------------------
Premises and equipment 2,658,727
Other assets 404,227
-------------------
Total assets $ 41,216,237
===================
Liabilities and Stockholders' Equity
------------------------------------
Deposits
Demand $ 1,884,593
Interest-bearing demand 13,026,681
Savings 270,704
Time 17,816,210
-------------------
Total deposits 32,998,188
Other liabilities 296,888
-------------------
Total liabilities 33,295,076
-------------------
Commitments and contingent liabilities
Stockholders' equity
Preferred stock, par value $.01; 1,000,000 shares
authorized; none issued or outstanding 0
Common stock, par value $.01; 10,000,000 shares
authorized; 800,000 shares issued and outstanding 8,000
Capital surplus 7,970,587
Retained earnings 28,501
Accumulated other comprehensive loss (85,927)
-------------------
Total stockholders' equity 7,921,161
-------------------
Total liabilities and stockholders' equity $ 41,216,237
===================
The accompanying notes are an integral part of these consolidated financial
statements.
3
<PAGE>
PEOPLES BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
AND COMPREHENSIVE INCOME (LOSS)
THREE MONTHS ENDED JUNE 30, 1999 AND 1998
AND SIX MONTHS ENDED JUNE 30, 1999 AND 1998
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
--------------------------------------- ---------------------------------
1999 1998 1999 1998
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
Interest income
Loans $ 489,971 $ 306,921 $ 963,263 $ 552,813
Taxable securities 169,309 155,361 320,942 277,296
Deposits in banks 1,200 2,970 3,554 3,960
Federal funds sold 45,738 54,610 77,865 105,238
--------------- --------------- --------------- ---------------
Total interest income 706,218 519,862 1,365,624 939,307
--------------- --------------- --------------- ---------------
Interest expense on deposits 349,102 227,590 667,254 385,699
--------------- --------------- --------------- ---------------
Net interest income 357,116 292,272 698,370 553,608
Provision for loan losses 43,000 30,000 73,000 54,000
--------------- --------------- --------------- ---------------
Net interest income after
provision for loan losses 314,116 262,272 625,370 499,608
--------------- --------------- --------------- ---------------
Service charges on deposit accounts 14,890 10,485 30,556 18,640
Gain on sales of securities available-for-sale 15,950 10,234 15,950 15,330
Other operating income 34,785 45,863 74,677 64,902
--------------- --------------- --------------- ---------------
Total other income 65,625 66,582 121,183 98,872
--------------- --------------- --------------- ---------------
Other expenses
Salaries and employee benefits 164,537 153,907 328,450 291,214
Occupancy and equipment expenses 30,284 17,658 (17,367) 32,301
Other operating expenses 98,362 107,045 225,390 197,436
--------------- --------------- --------------- ---------------
Total other expenses 293,183 278,610 536,473 520,951
--------------- --------------- --------------- ---------------
Income before income taxes 86,558 50,244 210,080 77,529
Income tax expense 24,862 0 36,232 0
--------------- --------------- --------------- ---------------
Net income 61,696 50,244 173,848 77,529
--------------- --------------- --------------- ---------------
Other comprehensive loss:
Unrealized gains (losses) on securities
available-for-sale arising during period, net of tax (89,361) 1,383 (127,180) 7,231
Less: reclassification adjustment
for gains included in net income , net of tax (10,527) (10,234) (10,527) (15,330)
--------------- --------------- --------------- ---------------
Total other comprehensive loss (99,888) (8,851) (137,707) (8,099)
--------------- --------------- --------------- ---------------
Comprehensive income (loss) $ (38,192) $ 41,393 $ 36,141 $ 69,430
=============== =============== =============== ===============
Basic and diluted earnings per common share $ 0.08 $ 0.06 $ 0.22 $ 0.10
=============== =============== =============== ===============
Weighted average shares outstanding (basic
and diluted) 800,000 800,000 800,000 800,000
=============== =============== =============== ===============
Cash dividends per common share $ 0 $ 0 $ 0 $ 0
=============== =============== =============== ===============
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
4
<PAGE>
PEOPLES BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 1999 AND 1998
(Unaudited)
<TABLE>
<CAPTION>
1999 1998
-------------------- ------------------------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 173,848 $ 77,529
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 73,820 32,054
Provision for loan losses 73,000 54,000
Gain on sale of securities available-for-sale (15,950) (15,330)
Increase in interest receivable (23,651) (61,396)
Increase in interest payable 30,829 42,379
Other operating activities 5,771 7,781
---------------------- ------------------------
Net cash provided by operating activities 317,667 137,017
---------------------- ------------------------
INVESTING ACTIVITIES
Purchases of securities available-for-sale (3,745,158) (8,439,658)
Proceeds from sales of securities available-for-sale 1,200,872 2,512,969
Proceeds from maturities of securities available-for-sale 1,577,797 685,760
Net (increase) decrease in interest-bearing deposits in banks 99,000 (198,000)
Net (increase) decrease in Federal funds sold (812,339) 783,692
Net increase in loans (4,845,995) (3,430,029)
Purchase of premises and equipment (353,386) (9,055)
---------------------- ------------------------
Net cash used in investing activities (6,879,209) (8,094,321)
---------------------- ------------------------
FINANCING ACTIVITIES
Net increase in deposits 6,607,047 8,753,483
---------------------- ------------------------
Net cash provided by financing activities 6,607,047 8,753,483
---------------------- ------------------------
Net increase in cash and due from banks 45,505 796,179
Cash and due from banks, beginning of period 1,038,570 451,967
---------------------- ------------------------
Cash and due from banks, end of period $ 1,084,075 $ 1,248,146
====================== ========================
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid (received) during period for:
Interest $ 636,245 $ 343,320
Income taxes 68,922 $ (3,056)
NONCASH TRANSACTION
Net unrealized losses on securities available-for-sale $ 208,075 $ 8,099
The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>
5
<PAGE>
PEOPLES BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1. BASIS OF PRESENTATION
The consolidated 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, 1999
are not necessarily indicative of the results to be expected for the
full year.
NOTE 2. CURRENT ACCOUNTING DEVELOPMENTS
In June 1998, the Financial Accounting Standards Board issued SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities".
The effective date of this statement has been deferred by SFAS No. 137
until fiscal year beginning after June 15, 2000. However, the statement
permits early adoption as of the beginning of any fiscal quarter after
its issuance. The Company expects to adopt this statement effective
January 1, 2000. SFAS No. 133 requires the Company to recognize all
derivatives as either assets or liabilities in the balance sheet at
fair value. For derivatives that are not designated as hedges, the gain
or loss must be recognized in earnings in the period of change. For
derivatives that are designated as hedges, changes in the fair value of
the hedged assets, liabilities, or firm commitments must be recognized
in earnings or recognized in other comprehensive income until the
hedged item is recognized in earnings, depending on the nature of the
hedge. The ineffective portion of a derivative's change in fair value
must be recognized in earnings immediately. Management has not yet
determined what effect the adoption of SFAS No. 133 will have on the
Company's earnings or financial position.
There are no other recent accounting pronouncements that have had, or
are expected to have, a material effect on the Company's financial
statements.
6
<PAGE>
PEOPLES BANCORP, INC. AND SUBSIDIARY
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The following is management's discussion and analysis of certain
significant factors which have affected the financial position and
operating results of the Company and its bank subsidiary, Peoples Bank
of West Georgia, during the periods included in the accompanying
consolidated financial statements.
SPECIAL CAUTIONARY NOTICE REGARDING FORWARD LOOKING STATEMENTS
Certain of the statements made herein under the caption "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" ("MD&A") are forward-looking statements for purposes of the
Securities Act of 1933, as amended (the "Securities Act") and the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
as such may involve known and unknown risks, uncertainties and other
factors which may cause the actual results, performance or achievements
of the Company to be materially different from future results,
performance or achievements expressed or implied by such
forward-looking statements. Such forward looking statements include
statements using the words such as "may," "will," "anticipate,"
"should," "would," "believe," "contemplate," "expect," "estimate,"
"continue," "may," "intend," or other similar words and expressions of
the future. Our actual results may differ significantly from the
results we discuss in these forward-looking statements.
These forward-looking statements involve risks and uncertainties and
may not be realized due to a variety of factors, including, without
limitation: the effects of future economic conditions; governmental
monetary and fiscal policies, as well as legislative and regulatory
changes; the risks of changes in interest rates on the level and
composition of deposits, loan demand, and the values of loan
collateral, securities, and other interest-sensitive assets and
liabilities; interest rate risks; the effects of competition from other
commercial banks, thrifts, mortgage banking firms, consumer finance
companies, credit unions, securities brokerage firms, insurance
companies, money market and other mutual funds and other financial
institutions operating in the Company's market area and elsewhere,
including institutions operating regionally, nationally, and
internationally, together with such competitors offering banking
products and services by mail, telephone, computer, and the Internet;
the possible effects of the Year 2000 issues on the Company.
7
<PAGE>
Management's current assessment and estimates with respect to the
Company's Year 2000 compliance efforts and the impact of Year 2000
issues on the Company's business and operations have been included in
the MD&A. Various factors could cause actual plans and results to
differ materially from those contemplated by such assessments,
estimates and forward-looking statements, many of which are beyond the
control of the Company. Some of these factors include, but are not
limited to representations by the Company's vendors and counterparties,
technological advances, economic considerations, and consumer
perceptions. The Company's Year 2000 compliance program is an ongoing
process involving continual evaluation and may be subject to change in
response to new developments.
Liquidity and Capital Resources
As of June 30, 1999, the liquidity ratio of the Bank, as determined
under guidelines established by regulatory authorities, was
satisfactory.
At June 30, 1999, the capital ratios of the Company and the Bank were
adequate based on regulatory minimum capital requirements. The minimum
capital requirements and the actual capital ratios for the Company and
the Bank are as follows:
<TABLE>
<CAPTION>
Actual
---------------------------
Peoples Bank
Peoples of West Regulatory
Bancorp, Inc. Georgia Requirement
<S> ------------- ------------ -----------
<C> <C> <C>
Leverage capital ratios 20.64 % 15.66 % 4.00 %
Risk-based capital ratios:
Core capital 32.36 24.56 4.00
Total capital 33.43 25.62 8.00
</TABLE>
As the Company continues to grow, the capital ratios will decrease
rapidly to levels closer to, but still in excess of regulatory minimum
requirements.
8
<PAGE>
Financial Condition
Following is a summary of the Company's balance sheets for the periods
indicated:
<TABLE>
<CAPTION>
June 30, December 31,
1999 1998 Increase (Decrease)
-------------- ---------------- --------------------------------
(Dollars in Thousands) Amount Percent
----------------------------------- -------------- --------------
<S> <C> <C> <C> <C>
Cash and due from banks $ 1,084 $ 1,039 $ 45 4.33 %
Interest-bearing deposits in banks 99 198 (99) (50.00)
Securities 2,262 1,450 812 56.00
Federal funds sold 12,088 11,313 775 6.85
Loans, net 22,620 17,847 4,773 26.74
Premises and equipment 2,659 2,379 280 11.77
Other assets 404 297 107 36.03
-------------- ---------------- --------------
$ 41,216 $ 34,523 $ 6,693 19.39
============== ================ ==============
Deposits $ 32,998 $ 26,391 $ 6,607 25.04 %
Other liabilities 297 247 50 20.24
Stockholders' equity 7,921 7,885 36 0.46
-------------- ---------------- --------------
$ 41,216 $ 34,523 $ 6,693 19.39
============== ================ ==============
</TABLE>
As indicated in the above table, the Company's total assets grew at a rate of
19.39%. Continued strong deposit growth of 25.04% was invested primarily in
loans. The Company's loan to deposit ratio has increased from 68.44% at December
31, 1998 to 69.34% at June 30, 1999. The Company's total equity was increased by
year-to-date earnings of $174,000 which has put the Company in a cumulatively
profitable position. The Company's total equity was decreased by $138,000 due to
unrealized losses on securities in its portfolio that have maturities greater
than one year.
9
<PAGE>
Results of Operations For The Three Months Ended June 30, 1999 and 1998 and for
the Six Months Ended June 30, 1999 and 1998
Following is a summary of the Company's operations for the periods indicated.
<TABLE>
<CAPTION>
Three Months Ended
June 30,
1999 1998 Increase (Decrease)
-------------- ---------------- --------------------------------
(Dollars in Thousands) Amount Percent
----------------------------------- -------------- --------------
<S> <C> <C> <C> <C>
Interest income $ 706 $ 520 $ 186 35.77 %
Interest expense 349 228 121 53.07
Net interest income 357 292 65 22.26
Provision for loan losses 43 30 13 43.33
Other income 66 67 (1) (1.49)
Other expense 293 279 14 5.02
Income tax expense 25 - 25 -
Net income 62 50 12 24.00
<CAPTION>
Six Months Ended
June 30,
1999 1998 Increase (Decrease)
-------------- ---------------- --------------------------------
(Dollars in Thousands) Amount Percent
----------------------------------- -------------- --------------
Interest income $ 1,365 $ 939 $ 426 45.37 %
Interest expense 667 385 282 73.25
Net interest income 698 554 144 25.99
Provision for loan losses 73 54 19 35.19
Other income 121 99 22 22.22
Other expense 536 521 15 2.88
Income tax expense 36 - 36 -
Net income 174 78 96 123.08
</TABLE>
As indicated in the above table, the Company's net interest income has increased
by $65,000 and $144,000 for the second quarter and first six months of 1999 as
compared to the same periods in 1998. The Company's net interest margin
decreased to 4.13% during the first six months of 1999 as compared to 4.35% for
the previous year. The increase in net interest income is due primarily to the
increased volume of average interest-earning assets. The decrease in the net
interest margin is due to the significant deposit growth that has outpaced new
loan demand.
10
<PAGE>
The provision for loan losses increased by $13,000 and by $19,000 for the second
quarter and first six months of 1999 as compared to the same periods in 1998.
The overall increase is due primarily to the net loan growth. The Company's
allowance for loan losses amounted to 1.15% at June 30, 1999 as compared to
1.19% at December 31, 1998. The allowance for loan losses is maintained at a
level that is deemed appropriate by management to adequately cover all known and
inherent risks in the loan portfolio. Management's evaluation of the loan
portfolio includes a continuing review of loan loss experience, current economic
conditions which may affect the borrower's ability to repay and the underlying
collateral value.
Information with respect to nonaccrual, past due and restructured loans at June
30, 1999 and 1998 is as follows:
<TABLE>
<CAPTION>
June 30,
---------------------------------
1999 1998
--------------- ---------------
(Dollars in Thousands)
---------------------------------
<S> <C> <C>
Nonaccrual loans $ 30 $ -
Loans contractually past due ninety days or more as to interest
or principal payments and still accruing 2 -
Restructured loans - -
Loans, now current about which there are serious doubts as to the
ability of the borrower to comply with loan repayment terms - -
Interest income that would have been recorded on nonaccrual
and restructured loans under original terms 1 -
Interest income that was recorded on nonaccrual and restructured loans - -
</TABLE>
It is the policy of the Bank to discontinue the accrual of interest income when,
in the opinion of management, collection of such interest becomes doubtful. This
status is accorded such interest when (1) there is a significant deterioration
in the financial condition of the borrower and full repayment of principal and
interest is not expected and (2) the principal or interest is more than ninety
days past due, unless the loan is both well-secured and in the process of
collection.
Loans classified for regulatory purposes as loss, doubtful, substandard, or
special mention that have not been included in the table above do not represent
or result from trends or uncertainties which management reasonably expects will
materially impact future operating results, liquidity or capital resources.
These classified loans do not represent material credits about which management
is aware of any information which causes management to have serious doubts as to
the ability of such borrowers to comply with the loan repayment terms.
11
<PAGE>
Information regarding certain loans and allowance for loan loss data through
June 30, 1999 and 1998 is as follows:
<TABLE>
<CAPTION> Six Months Ended
June 30,
---------------------------------
1999 1998
--------------- ----------------
(Dollars in Thousands)
---------------------------------
<S> <C> <C>
Average amount of loans outstanding $ 19,168 $ 10,614
=============== ===============
Balance of allowance for loan losses at beginning of period $ 215 $ 101
--------------- ---------------
Loans charged off
Commercial and financial 18 -
Real estate mortgage - -
Instalment 7 5
--------------- ---------------
25 5
--------------- ---------------
Loans recovered
Commercial and financial - -
Real estate mortgage - -
Instalment 5
--------------- ---------------
- 5
--------------- ---------------
Net charge-offs 25 -
--------------- ---------------
Additions to allowance charged to operating expense during period 73 54
--------------- ---------------
Balance of allowance for loan losses at end of period $ 263 $ 155
=============== ===============
Ratio of net loans charged off during the period to
average loans outstanding .13% -%
=============== ===============
</TABLE>
Other income decreased by $1,000 during the second quarter of 1999 as compared
to the same period in 1998 due to increased service charges of $4,000 and
increased gains on sales of securities of $6,000 being offset by a decrease in
other operating income of $11,000, primarily mortgage origination fees.
Other income increased by $22,000 during the first six months of 1999 as
compared to the same period in 1998 due to increased service charges of $12,000
and increased other operating income of $10,000, primarily mortgage loan
origination fees.
Other expenses increased during the second quarter and first six months of 1999
as compared to the same periods in 1998 by $14,000 and $15,000 due to normal
increased operating costs associated with the Bank's growth. These increases
were substantially offset by reduced net equipment and occupancy expenses. The
Company purchased in 1998 an existing 24,000 square foot building in downtown
Carrollton, Georgia for its future banking facilities. The sellers of the
building occupied the building during the first quarter of 1999 and paid the
Company $62,000 in rents. The sellers have now vacated the premises. The Company
expects to generate rent of $3,000 to $5,000 during the remainder of 1999 from
other tenants.
12
<PAGE>
The Company is now anticipating moving into its new facilities during the third
quarter of 1999. The Company has also entered into a contractual agreement to
sell its current banking facilities with an independent third party for
$332,000. This agreement will have no significant effect on earnings.
The Company has recorded income tax provisions of $24,000 and $36,000 for the
second quarter and first six months of 1999 due to the utilization of the net
operating loss carryover.
Capability of the Bank's Processing Software to Accommodate the Year 2000
- -------------------------------------------------------------------------
Project Summary: Senior management and all employees formed the Project Team for
- ---------------
Year 2000. The project manager is the chief operating officer, which reports to
the Executive Committee and Board. This team has been charged with the
responsibility of assessing the problem, overseeing corrective action, as well
as testing the Year 2000 readiness of all equipment, software, and applications
after upgrades have been made.
Readiness: The team distinguished between critical and non critical systems.
- ---------
Mission critical systems have priority attention. These systems are: core
processing system, both hardware and software; automated new accounts and loan
document preparation software; ATM processor; network server, and personal
computers. As of December 31, 1998, all personal computers and network server
located within the Bank have been tested and certified by an outside firm to be
Year 2000 ready. The Bank outsources the core processing (checks, deposits,
loans) with an outside firm, The InterCept Group, Thomson, Georgia. Testing
began in early 1998 and covered all future dates identified by the FFIEC as
being potential problem dates. Testing has been completed successfully.
The Bank relies on other outside vendors for many services such as electricity,
phone service, water, gas, bond accounting, accounts payable, and other forms.
The Bank can make no representations about third parties; however, the Bank is
making a coordinated effort to help vendors and customers to be aware of the
Year 2000 issue.
Contingency Plans: Due to the critical nature of our core processing system and
- -----------------
our automated platform for new accounts and loan document preparation, we have
developed contingency plans and also adopted the contingency plan of the outside
provider. Contingency plans have also been developed in the event of disruption
of service due to power outage, etc. These plans are in process of testing and
will be ongoing throughout the remainder of 1999. An independent review of the
plan has been completed and the Board is updated monthly on the contingency
testing and any other matter regarding Year 2000.
Costs: After the assessment phase, the Board of Directors approved a budget of
- -----
$35,000 to address the Year 2000 Issue, mainly new hardware. This budget is
subject to continuous review and amendment. Management does not expect the cost
of remediation to vary significantly from the present budget.
Customer Awareness and Preparedness: The Bank took an early stance in
- -----------------------------------
communicating with our customers and the community in general about the Year
2000 Issues. We have sponsored a Y2K conference addressing present state of
compliance, impact on small business, and legal and insurance issues. Messages
and brochures have been sent to our customers. This will be a continued
concentration throughout 1999. The Bank's web site allows customers to attach to
the FFIEC's Y2K information regarding awareness and fraud prevention.
13
<PAGE>
Credit Risk: Loan customers could also experience business interruptions which
- -----------
could affect their ability to repay debts owed to the Bank resulting in adverse
bank performance. Action has been taken by the Bank's senior credit officer to
evaluate the current commercial relationships and is continuing with the
assessment of each new commercial relationship.
The Company is not aware of any 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.
14
<PAGE>
PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
(a) The annual meeting of the stockholders of the Company was held on
April 20, 1999.
(b) The following directors were elected at the meeting to serve terms
through the year indicated:
William P. Johnson 2002
Phillip Kauffman 2002
Charles J. Puckett 2002
Timothy I. Warren 2002
(c) Mauldin & Jenkins, LLC was approved as the Company's certified
public accountants.
The shares represented at the meeting (657,273 shares or 82.16%) voted
as follows:
Item (b) Item (c)
# of # of
Shares Shares
--------------- ---------------
For 654,208 655,273
Withheld authority 3,065 -
Against - 2,000
--------------- ---------------
Total 657,273 657,273
=============== ===============
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
27. Financial Data Schedule. (For SEC use only.)
(b) Reports on Form 8-K.
None.
15
<PAGE>
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: August 12, 1999 BY: /s/ Timothy I. Warren
--------------- ---------------------------------------------
Timothy I. Warren. President and C.E.O.
(Principal Executive Officer)
DATE: August 12, 1999 BY: /s/ Elaine B. Lovvorn
--------------- ---------------------------------------------
Elaine B. Lovvorn, Secretary and Treasurer
(Principal Financial and Accounting Officer)
16
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 1,084,075
<INT-BEARING-DEPOSITS> 99,000
<FED-FUNDS-SOLD> 2,262,497
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 12,087,877
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 22,883,077
<ALLOWANCE> 263,243
<TOTAL-ASSETS> 41,216,237
<DEPOSITS> 32,998,188
<SHORT-TERM> 0
<LIABILITIES-OTHER> 296,888
<LONG-TERM> 0
0
0
<COMMON> 8,000
<OTHER-SE> 7,913,161
<TOTAL-LIABILITIES-AND-EQUITY> 41,216,237
<INTEREST-LOAN> 963,263
<INTEREST-INVEST> 320,942
<INTEREST-OTHER> 81,419
<INTEREST-TOTAL> 1,365,624
<INTEREST-DEPOSIT> 667,254
<INTEREST-EXPENSE> 667,254
<INTEREST-INCOME-NET> 698,370
<LOAN-LOSSES> 73,000
<SECURITIES-GAINS> 15,950
<EXPENSE-OTHER> 536,473
<INCOME-PRETAX> 210,080
<INCOME-PRE-EXTRAORDINARY> 173,848
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 173,848
<EPS-BASIC> 0.22
<EPS-DILUTED> 0.22
<YIELD-ACTUAL> 4.13
<LOANS-NON> 30,000
<LOANS-PAST> 2,000
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 215,000
<CHARGE-OFFS> 25,000
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 263,000
<ALLOWANCE-DOMESTIC> 263,000
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
