PEOPLES BANCORP OF NORTH CAROLINA INC
10-Q, 2000-05-12
STATE COMMERCIAL BANKS
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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------

                                    FORM 10-Q


              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


                  For the quarterly period ended MARCH 31, 2000
                                                 --------------

                                       OR

              [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

        For the transition period from _____________ to ______________


                         Commission File Number 000-27205
                                                ---------


                     PEOPLES BANCORP OF NORTH CAROLINA, INC.
                     ---------------------------------------
             (Exact name of registrant as specified in its charter)


             NORTH CAROLINA                               56-2132396
             --------------                               ----------
    (State or other jurisdiction of       (I.R.S. Employer Identification No.)
     incorporation or organization)
     ------------------------------

           218 SOUTH MAIN AVENUE
           NEWTON, NORTH CAROLINA                          28658
           ----------------------                          -----
  (Address of principal executive office)                (Zip Code)
  --------------------------------------                  --------

                                 (828) 464-5620
                                 --------------
              (Registrant's telephone number, including area code)



Indicate by check mark whether the registrant (1) has filed all reports required
to  be  filed  by  Section 13  or  15(d) of the Securities  Exchange Act of 1934
during the preceding 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
                                                   ---          ---

Indicate  the  number  of  shares outstanding of each of the issuer's classes of
common  stock,  as  of  the latest  practicable  date.
3,218,950  SHARES  OF  COMMON  STOCK, NO PAR VALUE, OUTSTANDING AT MAY 12, 2000.
- --------------------------------------------------------------------------------


<PAGE>
                                      INDEX

PART  I  -  FINANCIAL  INFORMATION                                       PAGE(S)

Item  1.    Financial  Statements

            Consolidated  Balance Sheets at March 31, 2000
            (Unaudited) and December 31, 1999                                  3

            Consolidated Statements of Income for the three months
            ended March 31, 2000 and March 31, 1999 (Unaudited)                4

            Consolidated  Statements of Comprehensive Income for the three
            months ended March 31, 2000 and March 31, 1999 (Unaudited)         5

            Consolidated  Statements of Cash Flows for the three months
            ended March 31, 2000  and  March  31,  1999  (Unaudited)         6-7

            Notes to Consolidated  Financial  Statements  (Unaudited)        8-9

Item  2.    Management's Discussion and Analysis of Financial Condition
            and  Results  of  Operations                                   10-12

Item  3.    Quantitative and Qualitative Disclosures About Market Risk        13


PART II  -  OTHER  INFORMATION


Item 1.     Legal Proceedings                                                 14

Item 2.     Changes in Securities and Use of Proceeds                         14

Item 3.     Defaults upon Senior Securities                                   14

Item 4.     Submission of Matters to a Vote of Security Holders               14

Item 5.     Other Information                                                 14

Item 6.     Exhibits and Reports on Form 8-K                                  14

Signatures                                                                    15


This  Form  10-Q  contains  forward-looking  statements.  These  statements  are
subject  to  certain  risks and uncertainties that could cause actual results to
differ  materially  from  those  anticipated  in the forward-looking statements.
Factors  that  might  cause  such  a difference include, but are not limited to,
changes  in interest rate environment, management's business strategy, national,
regional, and local market conditions and legislative and regulatory conditions.
     Readers  should  not  place  undue  reliance on forward-looking statements,
which  reflect  management's  view  only  as  of  the  date hereof.  The Company
undertakes  no obligation to publicly revise these forward-looking statements to
reflect  subsequent  events  or  circumstances.  Readers  should  also carefully
review the risk factors described in other documents the Company files from time
to  time  with  the  Securities  and  Exchange  Commission.


                                        2
<PAGE>
PART  I.     FINANCIAL  INFORMATION

ITEM  1.     FINANCIAL  STATEMENTS

<TABLE>
<CAPTION>
                   PEOPLES BANCORP OF NORTH CAROLINA, INC. AND SUBSIDIARY

                                 Consolidated Balance Sheets


                                                     March 31,    December 31,
                 Assets                                2000           1999
                 ------                            -------------  -------------
                                                    (Unaudited)
<S>                                                <C>            <C>
Cash and due from banks                            $ 17,969,889     14,067,311
Federal funds sold                                    3,830,000      2,930,000
                                                   -------------  -------------
      Cash and cash equivalents                      21,799,889     16,997,311

Investment securities available for sale             62,169,268     62,498,359
Other investments                                     1,583,873      1,345,100
                                                   -------------  -------------
      Total securities                               63,753,141     63,843,459

Mortgage loans held for sale                            695,250      1,685,472
Loans, net                                          349,465,519    335,273,577

Premises and equipment, net                           9,319,494      9,342,582
Accrued interest receivable and other assets          5,851,799      5,292,453
                                                   -------------  -------------
      Total assets                                 $ 450,885,092   432,434,854
                                                   =============  =============

    Liabilities and Shareholders' Equity
    ------------------------------------

Deposits:
  Demand                                           $ 62,708,013     53,506,430
  Interest-bearing demand                            31,566,882     31,752,477
  Savings                                            80,280,702     77,556,576
  Time, $100,000 or more                             93,531,502     89,306,653
  Other time                                        125,892,351    124,512,233
                                                   -------------  -------------
    Total deposits                                  393,979,450    376,634,369

Demand notes payable to U.S. Treasury                 1,063,382      1,600,000
FHLB borrowings                                      14,428,571     14,500,000
Accrued interest payable and other liabilities        2,645,922      1,702,006
                                                   -------------  -------------
      Total liabilities                             412,117,325    394,436,375
                                                   -------------  -------------
Shareholders' equity:
  Preferred stock, no par value; authorized
    5,000,000 shares; no shares issued
    and outstanding                                           -              -
  Common stock, no par value; authorized
    20,000,000 shares; issued and outstanding
    3,218,950 shares in 2000 and 1999                36,411,571     31,729,462
    Retained earnings                                 3,484,301      7,189,417
  Accumulated other comprehensive income             (1,128,105)      (920,400)
                                                   -------------  -------------
      Total shareholders' equity                     38,767,767     37,998,479
                                                   -------------  -------------

      Total liabilities and shareholders' equity   $450,885,092    432,434,854
                                                   =============  =============
</TABLE>

See  accompanying  notes  to  consolidated  financial  statements.


                                        3
<PAGE>
<TABLE>
<CAPTION>
              PEOPLES  BANCORP  OF  NORTH  CAROLINA,  INC.  AND  SUBSIDIARY
                    Consolidated  Statements  of  Income  (Unaudited)

                    Three  months  ended  March  31,  2000  and  1999


                                                                         2000           1999
                                                                    ---------------  ----------
<S>                                                                 <C>              <C>
Interest Income:
     Interest and fees on loans                                     $     8,079,359  6,647,361
     Interest on federal funds sold                                          21,942     39,143
     Interest on investment securities:
          U.S. Treasury                                                      12,567     12,498
          U.S. Government agencies                                          670,112    555,946
          States and political subdivisions                                 254,859    240,532
          Other                                                              38,658     57,812
                                                                    ---------------  ----------

               Total interest income                                      9,077,497  7,553,292
                                                                    ---------------  ----------

Interest expense:
     Interest bearing demand deposits                                       110,253    101,476
     Savings deposits                                                       752,277    697,746
     Time deposits                                                        2,913,530  2,660,624
     FHLB borrowings                                                        221,790    183,908
     Other                                                                   17,212      9,634
                                                                    ---------------  ----------
               Total interest expense                                     4,015,062  3,653,388
                                                                    ---------------  ----------

               Net interest income                                        5,062,435  3,899,904


Provision for loan losses                                                   256,500          -
                                                                    ---------------  ----------

               Net interest income after provision for loan losses        4,805,935  3,899,904
                                                                    ---------------  ----------

Other income:
     Service charges                                                        371,446    299,740
     Other service charges and fees                                          94,732     75,298
     Gain (loss) on sale of securities                                            -    (34,824)
     Mortgage banking income                                                 89,909    328,354
     Insurance and brokerage commissions                                     26,500     28,808
     Miscellaneous                                                          280,050    204,266
                                                                    ---------------  ----------
          Total other income                                                862,637    901,642
                                                                    ---------------  ----------
Other expense:
     Salaries and employee benefits                                       2,221,395  1,775,143
     Occupancy                                                              591,834    537,727
     Other                                                                  979,719    907,123
                                                                    ---------------  ----------
          Total other expenses                                            3,792,948  3,219,993
                                                                    ---------------  ----------

          Income before income taxes                                      1,875,624  1,581,553

Income taxes                                                                606,000    507,400
                                                                    ---------------  ----------

          Net income                                                $     1,269,624  1,074,153
                                                                    ===============  ==========

Net income per share - basic                                        $          0.39       0.33
                                                                    ===============  ==========

Cash dividends declared per share                                   $          0.09       0.08
                                                                    ===============  ==========
</TABLE>

See  accompanying  notes  to  consolidated  financial  statements.


                                        4
<PAGE>
<TABLE>
<CAPTION>
                    PEOPLES BANCORP OF NORTH CAROLINA, INC. AND SUBSIDIARY

                  Consolidated Statements of Comprehensive Income (Unaudited)

                        Three months ended March 31,  2000  and  1999


                                                                     2000            1999
                                                                --------------  --------------
<S>                                                             <C>             <C>

Net earnings                                                    $   1,269,624       1,074,153
                                                                --------------  --------------


     Other comprehensive income, net of tax:
       Unrealized gains (losses) on investment securities
         available for sale:
           Unrealized gains (losses) arising during the
             period, net of taxes of $(132,516) and
               $(256,206), respectively                              (207,705)       (401,575)


     Less reclassification adjustment for (gains) losses
       included in net earnings, net of taxes of $0
         and $(13,564), respectively                                        -          21,260
                                                                --------------  --------------
Other comprehensive income                                           (207,705)       (380,315)
                                                                --------------  --------------
Comprehensive income                                            $   1,061,919         693,838
                                                                ==============  ==============
</TABLE>

See  accompanying  notes  to  consolidated  financial  statements.


                                        5
<PAGE>
<TABLE>
<CAPTION>
                        PEOPLES BANCORP OF NORTH CAROLINA, INC. AND SUBSIDIARY

                          Consolidated Statements of Cash Flows (Unaudited)

                              Three months ended March 31, 2000 and 1999


                                                                               2000          1999
                                                                           -------------  -----------
<S>                                                                        <C>            <C>
Cash flows from operating activities:
     Net earnings                                                          $  1,269,624    1,074,153
     Adjustments to reconcile net earnings to
          net cash provided (used) by operating activities:
          Depreciation, amortization and accretion                              189,971      260,891
          Provision for loan losses                                             256,500            -
          Loss (gain) on sale of investment securities                                -       34,824
          Loss (gain) on sale of mortgage loans                                  25,316       77,208
          Gain on sale of other real estate                                           -       (9,000)
          Change in:
                Other assets                                                   (315,250)    (296,373)
                Other liabilities                                               943,916     (261,911)
                Mortgage loans held for sale                                    964,907     (603,162)
                                                                           -------------  -----------

                         Net cash provided (used) by operating activities     3,334,984      294,630
                                                                           -------------  -----------

Cash flows from investing activities:
     Purchases of investment securities available-for-sale                   (1,558,733)  (6,960,625)
     Proceeds from calls and maturities of investment securities
        available for sale                                                    1,543,842    3,227,457
     Proceeds from sales of investment securities available for sale                  -    6,896,296
     Change in other investments                                               (238,773)     (78,700)
     Net change in loans                                                    (14,448,443)  (6,264,023)
     Purchase of premises and equipment                                        (274,704)    (525,736)
     Improvements to other real estate                                                -     (113,295)
     Proceeds from sale of other real estate                                          -       26,000
                                                                           -------------  -----------

                    Net cash used in investing activities                   (14,976,811)  (3,792,626)
                                                                           -------------  -----------

Cash flows from financing activities:
     Net change in deposits                                                  17,345,083    4,429,678
     Change in demand notes payable to U.S. Treasury                           (536,618)     869,461
     Net change in FHLB borrowings                                              (71,428)     (71,428)
     Cash dividends                                                            (292,632)    (263,369)
     Cash paid in lieu of fractional shares                                           -       (5,871)
                                                                           -------------  -----------

          Net cash provided by financing activities                          16,444,405    4,958,471
                                                                           -------------  -----------

Net change in cash and cash equivalents                                       4,802,578    1,460,475

Cash and cash equivalents at beginning of year                               16,997,311   17,754,077
                                                                           -------------  -----------

Cash and cash equivalents at end of year                                   $ 21,799,889   19,214,552
                                                                           =============  ===========
</TABLE>


                                        6
<PAGE>
<TABLE>
<CAPTION>
              PEOPLES BANCORP OF NORTH CAROLINA, INC. AND SUBSIDIARY

                 Consolidated Statements of Cash Flows (Unaudited)

                    Three months ended March 31, 2000 and 1999

                                    (Continued)


<S>                                                                        <C>            <C>
Supplemental disclosures of cash flow information:
     Cash paid during the year for:
            Interest                                                       $  3,931,685    3,619,591
            Income taxes                                                   $          -            -
                                                                           =============  ===========
Noncash investing and financing activities:
     Change in net unrealized gain (loss) on investment
       securities available for sale, net of tax                           $   (207,705)    (380,315)
     Transfer of loans to other real estate                                $          -       35,000
                                                                           -------------  -----------
</TABLE>

See  accompanying  notes  to  consolidated  financial  statements.


                                        7
<PAGE>
             PEOPLES BANCORP OF NORTH CAROLINA, INC. AND SUBSIDIARY

             Notes to Consolidated Financial Statements (Unaudited)


(1)  Summary  of  Significant  Accounting  Policies
     ----------------------------------------------

     The consolidated  financial  statements include the financial statements of
     Peoples  Bancorp of North Carolina,  Inc. and its wholly owned  subsidiary,
     Peoples Bank. All significant  intercompany  balances and transactions have
     been eliminated in consolidation.

     A description of the Company's significant accounting policies can be found
     in  Note  1 of  the  Notes  to  Consolidated  Financial  Statements  in the
     Company's  1999 Annual  Report to  Shareholders  which is Appendix A to the
     Proxy  Statement for the May 4, 2000 Annual  Meeting of  Shareholders.  The
     consolidated  financial  statements  in this report are  unaudited.  In the
     opinion  of  management,  all  adjustments  (none of which  were other than
     normal  accruals)  necessary  for a  fair  presentation  of  the  financial
     position  and results of  operations  for the periods  presented  have been
     included.

     Management  of the Company has made a number of estimates  and  assumptions
     relating to  reporting  of assets and  liabilities  and the  disclosure  of
     contingent assets and liabilities to prepare these  consolidated  financial
     statements in conformity  with generally  accepted  accounting  principles.
     Actual results could differ from those estimates.

(2)  Allowance  for  Loan  Losses
     ----------------------------

     The following is an analysis of the allowance for loan losses for the three
     months ended March 31, 2000 and 1999:

<TABLE>
<CAPTION>
                                 2000         1999
                              -----------  ----------
<S>                           <C>          <C>

Balance, beginning of period  $3,924,348   4,136,690
Provision for loan losses        256,500           -
Less:
     Charge-offs                (275,501)    (39,236)
     Recoveries                   16,872       8,548
                              -----------  ----------
           Net charge-offs      (258,629)    (30,688)
                              -----------  ----------

Balance, end of period        $3,922,219   4,106,002
                              ===========  ==========
</TABLE>


(3)  Earnings  Per  Share
     --------------------

The  Company  is required to report earnings per common share on the fact of the
statements of earnings with and without the dilutive effects of potential common
stock  issuances  from  instruments  such as options, convertible securities and
warrants.  Earnings  per common share is based on the weighted average number of
common  shares  outstanding  during  the  period  while the effects of potential
common shares outstanding during the period are included in diluted earnings per
share.  Additionally,  the  Company  must  reconcile  the  amounts  used  in the
computation of both "basic earnings per share" and "diluted earnings per share."

Stock  options  granted  in  1999  have  not been included in the computation of
"diluted  earnings  per share" as the effect of inclusion would be antidilutive.

Therefore, since "basic earnings per share" and "diluted earnings per share" are
the  same  for  the  three  months  ended March 31, 2000 and March 31, 1999, the
Company  has  chosen  to  present the calculation of basic earnings per share as
follows:

<TABLE>
<CAPTION>
                                            Net Earnings   Common Share   Per Share
                                            (Numerator)    (Denominator)    Amount
                                           --------------  -------------  ----------
<S>                                        <C>             <C>            <C>
For the Three Months Ended March 31, 2000  $    1,269,624      3,218,950  $     0.39
For the Three Months Ended March 31, 1999  $    1,074,153      3,218,950  $     0.33
</TABLE>


                                        8
<PAGE>
     On March 30, 2000,  the Board of  Directors  of the Company  approved a 10%
     stock dividend to be paid on April 24, 2000 to shareholders of record April
     10, 2000.  All per share  amounts have been  restated to reflect this stock
     dividend. Cash will be paid to shareholders in lieu of fractional shares.


(4)  Recent  Accounting  Pronouncements
     ----------------------------------

     In 1998,  the  Financial  Accounting  Standards  Board issued SFAS No. 133,
     "Accounting for Derivative  Instruments and Hedging  Activities".  SFAS No.
     133 establishes  accounting and reporting standards for hedging derivatives
     and for derivative instruments including derivative instruments embedded in
     other contracts.  It requires the fair value  recognition of derivatives as
     assets or  liabilities  in the financial  statements.  The  accounting  for
     changes in the fair value of a  derivative  depends on the  intended use of
     the derivative instruments at inception.  SFAS No. 133 is effective for all
     fiscal  quarters of all fiscal years  beginning  after June 15,  2000,  but
     initial  application  of the Statement must be made at the beginning of the
     quarter.  At the date of initial  application,  an entity may  transfer any
     held to maturity security into the available for sale or trading categories
     without calling into question the entity's intent to hold other  securities
     to maturity in the future.  The Company  believes  the adoption of SFAS No.
     133 will not have a material impact on its financial  position,  results of
     operations or liquidity.


                                        9
<PAGE>
ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS  OF  OPERATIONS

RESULTS  OF  OPERATIONS

     Summary.  Net  income  for  the  first quarter of 2000 was $1.3 million, an
increase  of  $200,000 or 18% over the $1.1 million earned in the same period in
1999.  Basic  income per share for the quarter ended March 31, 2000 increased to
$0.39  or  18%  from  $0.33  in  the  comparable  period  of 1999.  Contributing
significantly to these favorable results has been the active manner in which the
Company's  net  interest  margin has been managed.  Annualized return on average
assets  was  1.17%  for  the  first  quarter 2000 compared to 1.06% for the same
period in 1999, and annualized return on average shareholders' equity was 13.04%
as  of  March  31,  2000  compared  to  11.64%  for  the  same  period  in 1999.

     Net  Interest  Income.  Net  interest  income,  the major  component of the
Company's net income, was $5.1 million for the three months ended March 31, 2000
an increase of 30% over the $3.9 million  earned in the same period in 1999. The
increase  over 1999 first  quarter net interest  income was  attributable  to an
increase in the volume of average earning assets and an increase in the yield on
earning assets,  partially offset by an increase in the average rate on interest
bearing liabilities.

     Interest  income  increased  $1.5 million or 20% for the three months ended
March  31,  2000 compared with the same period in 1999.  The increase was due to
an  increase  in  the  volume  of average earning assets, which resulted from an
increase  in  loan volume, as well as an increase in the yield on earning assets
which  is  partially  attributable  to  increases in the Bank's prime commercial
lending  rate.

     Interest expense increased $362,000 or 10% for the three months ended March
31,  2000  compared  with  the  same  period  in 1999.  The increase in interest
expense  was  due  to  an increase in the cost of funds from 4.69% for the three
months  ended March 31, 1999 to 4.59% for the same period in 2000, combined with
an  increase  in  volume  of  interest  bearing  liabilities.

     Provision  for Loan  Losses.  For the three  months  ended March 31, 2000 a
contribution of $256,000 was made to the provision of loan losses compared to no
contribution  to the  provision for loan losses for the three months ended March
31, 1999. The increase in the provision for loan losses reflects  increased loan
demand  coupled  with  the  alignment  of  allowance  for loan  losses  with the
Company's internal model.

     Non-Interest  Income.  Total  non-interest income was $863,000 in the first
quarter  of 2000, a decrease of 4% from the $902,000 earned in the first quarter
of  1999.  Service  charges  on  deposit  accounts,  which represent the largest
single  category of non-interest income, increased 24% to $371,000 for the first
quarter  of  2000 due to the growth in the deposit base coupled with an increase
in  service  charges  on  deposits.  Mortgage  banking  income  decreased 73% to
$90,000  in the first quarter of 2000 compared to $328,000 for the first quarter
of  1999.  The  decrease  in  mortgage  banking income was due to an increase in
mortgage loan rates, which resulted in a decrease in mortgage loan applications,
as  well  as a loss on mortgage loans sold in the secondary market.  The Company
had  no  securities  gains  or  losses for the three months ended March 31, 2000
compared  to  a  net  loss on sale of securities of $35,000 for the three months
ended  March  31,  1999.

     Non-Interest  Expense.  Total  non-interest expense was $3.8 million in the
first  quarter  of  2000,  an increase of 18% over the same period in 1999.  The
majority of this increase resulted from an increase of $446,000 or 25% in salary
and  employee  benefits for the three months ended March 31, 2000 as compared to
the three months ended March 31, 1999.  This increase reflects regular merit and
promotional  increases  and  an  increase  in the number of employees to service
growth  in  the  customer base as well as additional staffing in anticipation of
future  branching  needs.  Other non-interest expense increased $73,000 or 8% to
$980,000  for  the three months ended March 31, 2000 from $907,000 for the three
months  ended March 31, 1999.  Occupancy expense increased 10% due to additional
lease  expense  and  depreciation  for  equipment  purchased.


                                        10
<PAGE>
     Income Taxes.  The  Company  reported income taxes of $606,000 and $507,000
for  the  first  quarter  ended  March 31,  2000  and  1999, respectively.  This
represented an  effective  tax  rate  of  32%  for  the  respective  periods.

ANALYSIS  OF  FINANCIAL  CONDITION

     Investment  Securities.  Available-for-sale  securities  amounted  to $62.2
million  at  March  31,  2000  compared  to  $62.5 million at December 31, 1999.
Average investment securities for the three months ended March 31, 2000 amounted
to $64.6 million compared to $60.6 million for the year ended December 31, 1999.

     Loans.  At March 31,  2000,  loans were $353.4  million  compared to $339.2
million at December  31,  1999,  an increase of 4%. This loan growth  reflects a
continuation  of strong  economic  growth in the Catawba Valley region.  Average
loans  represented  83% of total earning assets for the three months ended March
31, 2000,  compared to 82% for the year ended December 31, 1999.  Mortgage loans
held for sale  were  $695,000  at March 31,  2000,  a  decrease  of 59% from the
December 31, 1999 balance of $1.7 million.  The reduction in mortgage loans held
for sale  reflects a decrease  in  mortgage  loan  volume due to an  increase in
mortgage loan rates.

     Asset Quality. Non-performing assets totaled $2.8 million at March 31, 2000
or 0.61% of total  assets,  compared to $3.6 million or 1.05% of total assets at
December  31,  1999.  Non-accrual  loans were $2.6  million at March 31, 2000, a
decrease of $237,000 over  non-accruals of $2.9 million at December 31, 1999. As
a percentage of total loans  outstanding,  non-accrual loans were 0.74% at March
31, 2000 compared to 0.84% at December 31, 1999.  Loans ninety days past due and
still  accruing  amounted to $78,000 and $645,000 at March 31, 2000 and December
31, 1999, respectively. The allowance for loan losses at March 31, 2000 amounted
to $3.9  million or 1.11% of total loans  compared  to $3.9  million or 1.16% of
total loans at December 31, 1999.

     The decline in the ratio of allowance for loan losses as a percent of total
loans  reflects  substantial  loan growth in  outstanding  loans  during  recent
months.  Additionally,  the reduction in the allowance for loans losses reflects
changes in underwriting  policies and management's belief that the allowance for
loan losses adequately covers anticipated losses.

     Deposits.  Total  deposits  at  March  31,  2000  were  $394.0  million, an
increase  of  5%  over  deposits  of  $376.6  million  at  December  31,  1999.
Certificates  of  deposit in amounts greater than $100,000 or more totaled $93.5
million at March 31, 2000, compared to $89.3 million at December 31, 1999.  Most
of  these deposits are from long standing customers who reside or own businesses
in  the  Company's  primary  service  area,  and  therefore, are believed by the
Company  to  be stable, and for all practicable purposes, no more rate sensitive
than  core  deposits.

     Borrowed  Funds.  Federal  Home  Loan Bank borrowings were $14.4 million at
March  31,  2000  compared  to  $14.5 million at December 31, 1999.  The average
balance  of  Federal  Home Loan Bank borrowings for the three months ended March
31, 2000 was $14.5 million compared to $13.5 million for the year ended December
31,  1999.  At March 31, 2000, Federal Home Loan Bank borrowings with maturities
exceeding  one  year  amounted  to  $10.4  million.

     Capital  Structure.  Shareholders'  equity  at  March  31,  2000  was $38.8
million  compared  to $38.0 million at December 31, 1999.  In addition, at March
31,  2000  and  December  31,  1999,  unrealized  gains  and  losses  in  the
available-for-sale securities portfolio amounted to a loss of $1.1 million and a
loss of $920,000, respectively.  Annualized return on average equity as of March
31,  2000  was  13.04%  compared to 11.54% for the year ended December 31, 1999.
Total  dividends  paid  for  the  three  months ended March 31, 2000 amounted to
$293,000.


                                       11
<PAGE>
     Under  the regulatory capital guidelines of the Federal Reserve System (the
"Federal  Reserve"), financial institutions are currently required to maintain a
total  risk-based  capital  ratio  of  8.0% or greater, with a Tier 1 risk-based
capital  ratio  of  4.0%  or  greater.  Tier  1  capital is generally defined as
shareholders'  equity  less  all  intangible assets and goodwill.  The Company's
Tier  I  capital  ratio was 10.88% and 10.99% at March 31, 2000 and December 31,
1999,  respectively.  Total risk based capital is defined as Tier 1 capital plus
supplementary  capital.  Supplementary  capital,  or Tier 2 capital, consists of
the  Company's  allowance  for loan losses, not exceeding 1.25% of the Company's
risk-weighted assets. Total risk-based capital ratio is therefore defined as the
ratio  of  total  capital  (Tier  1 capital and Tier 2 capital) to risk-weighted
assets.  The  Company's  total risk based capital ratio was 11.96% and 12.11% at
March  31,  2000 and December 31, 1999, respectively.  In addition to the Tier I
and  total  risk-based  capital  requirements,  financial  institutions are also
required  by the Federal Reserve  to maintain a leverage ratio of Tier 1 capital
to  total  average  assets  of  4.0%  or greater.  The Company's Tier I leverage
capital  ratio  was  9.07%  and  9.21%  at March 31, 2000 and December 31, 1999,
respectively.

     A  bank is considered to be "well capitalized" if it has a total risk-based
capital ratio of 10.0 % or greater, a Tier I risk-based capital ratio of 6.0% or
greater,  and  has  a  leverage  ratio  of  5.0%  or  greater.  Based upon these
guidelines,  the  Bank was considered to be "well capitalized" at March 31, 2000
and  December  31,  1999.

     Liquidity.  The Company's liquidity position is generally determined by the
need  to  respond  to short term demand for funds created by deposit withdrawals
and  the  need  to  provide  resources  to fund assets, typically in the form of
loans.  How  the  Company  responds  to these needs is affected by the Company's
ability  to  attract  deposits,  the  maturity  of the loans and securities, the
flexibility  of  assets within the securities portfolio, the current earnings of
the  Company,  and the ability to borrow funds from other sources. The Company's
primary  sources  of liquidity are cash and cash equivalents, available-for-sale
securities,  deposit  growth,  and  the  cash  flows from principal and interest
payments  on loans and other earning assets. In addition, the Bank is able, on a
short-term  basis,  to borrow funds from the Federal Reserve System, the Federal
Home  Loan  Bank  of  Atlanta  (FHLB)  and The Bankers Bank, and is also able to
purchase federal funds from other financial institutions.  At March 31, 2000 the
Bank  had a $30 million line of credit with FHLB, with an outstanding balance of
$14.4  million.  The  Company  also  has the ability to borrow up to $10 million
through  The  Bankers  Bank.  At  March  31, 2000 the Company had no outstanding
borrowings  with  The Bankers Bank.   The liquidity ratio for the Company, which
is  defined  as  net  cash,  interest bearing deposits with banks, Federal Funds
sold,  certain  investment securities and certain FHLB advances, as a percentage
of  net  deposits  (adjusted  for  deposit  runoff  projections)  and short-term
liabilities  was  26.87%  at  March  31,  2000  and 26.70% at December 31, 1999.


                                       12
<PAGE>
ITEM  3.          QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT MARKET RISK

     There  have  been  no  material changes in the quantitative and qualitative
disclosures  about  market risks as of March 31, 2000 from that presented in the
Company's  Annual  Report  on  Form  10-K for the fiscal year ended December 31,
1999.


                                       13
<PAGE>
PART  II.     OTHER  INFORMATION

ITEM  1.      LEGAL  PROCEEDINGS

              In the  opinion of management, the Company is not involved in any
              pending legal proceedings  other  than  routine,  non-material
              proceedings  occurring  in the ordinary  course  of  business.


ITEM  2.      CHANGES  IN  SECURITIES  AND  USE  OF  PROCEEDS

              Not  applicable.


ITEM  3.      DEFAULTS  UPON  SENIOR  SECURITIES

              Not  applicable


ITEM  4.      SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

              Not  applicable


ITEM  5.      OTHER  INFORMATION

              Not  applicable


ITEM  6.      EXHIBITS  AND  REPORTS  ON  FORM  8-K

              (a)     Exhibits

                      Exhibit  27  -  Financial  Data  Schedule

              (b)     Reports  on  Form  8-K

                      During  the  quarter  ended  March 31, 2000 the Company
                      filed no reports on Form 8-K.


                                       14
<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 of North Carolina, Inc.



     May  12,  2000                 By:  /S/  Tony  W.  Wolfe
- ------------------------                ----------------------------------------
         Date                           Tony W. Wolfe
                                        President and Chief Executive Officer
                                        (Principal Executive Officer)




     May  12,  2000                 By:  /S/  Joseph  F.  Beaman,  Jr.
- ------------------------                ----------------------------------------
         Date                            Joseph  F.  Beaman,  Jr.
                                         Executive  Vice  President and Chief
                                         Financial Officer
                                         (Principal  Financial  and  Principal
                                         Accounting  Officer)


                                       15
<PAGE>

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