PEOPLES BANK CORP OF INDIANAPOLIS
10-Q, 1996-05-15
STATE COMMERCIAL BANKS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                              ---------------------

                                    FORM 10-Q

(Mark One)

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

          ACT OF 1934

          For the period ended March 31, 1996

     ___  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 0-23134

                    PEOPLES BANK CORPORATION OF INDIANAPOLIS
- - --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

Indiana                                            35-1681096
(State of other jurisdiction              (I.R.S. Employer identification no.)
of incorporation or organization)

130 East Market Street           Indianapolis, Indiana                    46204
- - --------------------------------------------------------------------------------
(Address of principal executive offices)                              (Zip Code)

                                 (317) 237-8121
- - --------------------------------------------------------------------------------
              (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.   [X] Yes _ No

     Indicate the number of shares  outstanding of each of the issuer's  classes
of common stock, as of the latest practical date.

         Common Shares, without par value
                  Nonvoting -       1,449,992 shares as of May 8, 1995
                  Voting -   140,000 shares as of May 8, 1995


<PAGE>






                    PEOPLES BANK CORPORATION OF INDIANAPOLIS

                                      INDEX



PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

         Consolidated Balance Sheets at March 31, 1996
         and December 31, 1995 ...............................................3

         Consolidated Statements of Income for three months ended
         March 31, 1996 and 1995 .............................................4

         Consolidated Statements of Changes in Shareholders'
         Equity ..............................................................5

         Consolidated Statements of Cash Flows for three months ended
         March 31, 1996 and 1995..............................................6

         Notes to Consolidated Financial Statements ..........................7

Item 2.  Management's Discussion and Analysis of Results of Operations
          and Financial Condition .........................................8-15

PART II.  OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K ....................................15

Signatures ..................................................................15


<PAGE>

PEOPLES BANK CORPORATION OF INDIANAPOLIS
CONSOLIDATED BALANCE SHEETS
(Dollar amounts in thousands)


                                                        March 31,   December 31,
                                                          1996          1995
                                                        ---------   ------------
Assets

      Cash and due from banks                            $24,324       $23,377
      Federal funds sold                                       0             0
        Total cash and equivalents                        24,324        23,377

      Available-for-sale securities                       96,190       107,745
      Loans held for sale                                  3,460         2,557
      Total loans                                        277,487       271,093
        Allowance for loan losses                        (3,418)       (3,290)
        Loans, net                                       274,069       267,803

      Premises and equipment, net                          8,551         8,744
      Accrued income and other assets                      6,295         6,793
        Total assets                                    $412,889      $417,019

Liabilities

      Non interest-bearing deposits                      $62,596       $67,966
      Interest-bearing deposits                          291,115       283,796
        Total deposits                                   353,711       351,762

      Short-term borrowings                               13,494        20,056
      Accrued expenses and other liabilities               3,106         3,565
        Total liabilities                                370,311       375,383

Shareholders' equity Common shares, no par value:
      Authorized:
        Voting - 300,000 shares
        Nonvoting - 4,000,000 shares
      Issued:
        Voting - 140,000 shares                              950           950
        Nonvoting -  1,449,992 shares (1996)
                  -  1,449,992 shares (1995)              15,334        15,334
      Retained earnings                                   26,139        25,114
      Net unrealized loss on
        available-for-sale securities                        155           238
        Total shareholders' equity                        42,578        41,636
        Total liabilities and
           shareholders' equity                         $412,889      $417,019

See accompanying notes.



<PAGE>



PEOPLES BANK CORPORATION OF INDIANAPOLIS
CONSOLIDATED STATEMENTS OF INCOME
(Dollar amounts in thousands, except per share data)

                                                           Three months ended
                                                                March 31,
                                                          ---------------------
                                                           1996           1995
                                                          ------         ------
Interest income
      Interest and fees on loans                          $6,185         $4,879
      Interest on federal funds sold                          98             51
      Interest on investments
        Taxable                                              354          1,142
        Tax Exempt                                           463            505
        Mortgage-backed investments                          552            606
        Total interest income                              7,652          7,183

Interest expense
      Interest on deposits                                 3,161          2,901
      Interest on short-term borrowings                      179            534
        Total interest expense                             3,340          3,435
Net interest income                                        4,312          3,748

Provision for loan losses                                    150            176
Net interest income after
      provision for loan losses                            4,162          3,572

Other operating income
      Trust fees                                             353            349
      Service charge income                                  530            468
      Mortgage banking revenue                               175            459
      Net gain (loss) on
        investments                                          (27)            (8)
      Other operating income                                 231            178
        Total other operating income                       1,262          1,446

Other operating expenses
      Salaries and employee benefits                       1,941          2,154
      Occupancy expense (net)                                390            362
      Equipment expense                                      261            305
      FDIC insurance expense                                   0            185
      Advertising Expense                                    135            215
      Other operating expense                                821            755
        Total other operating expenses                     3,548          3,976

Income before income taxes                                 1,876          1,042

Income Taxes                                                 565            264

Net income                                                $1,311           $778

Net income per share (Note 2)                              $0.82          $0.49

See accompanying notes.



<PAGE>



PEOPLES BANK CORPORATION OF INDIANAPOLIS
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(Dollar amounts in thousands)


                                                          1996            1995
                                                        -------         -------
Balance at January 1                                    $41,636         $38,477

      Net Income                                          1,311             778

      Cash dividends                                       (286)           (270)

      Repurchase of common stock                              0            (835)

      Change in net unrealized loss on
        available-for-sale securities                       (83)            497

Balance at March 31                                     $42,578         $38,647



<PAGE>


PEOPLES BANK CORPORATION OF INDIANAPOLIS
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollar amounts in thousands)

                                                           Three Months ended
                                                           -------------------
                                                            1996         1995
                                                           ------       ------
Cash flows from operating activities
  Net Income                                               $1,311        $778
  Adjustments to reconcile net income to net cash
    from operating activities
  Depreciation and amortization                               261         324
  Provision for loan losses                                   150         176
  Net loss on investment securities                            26           8
  Net amortization/(accretion) on investments                  62         143
  Net gain on the sale of loans                              (128)        (26)
  Change in interest payable and other liabilities           (513)      1,164
  Change in interest receivable and other assets              368        (308)
  Loans originated for sale, net of sales proceeds         (1,035)     (2,118)

          Net cash from operating activities                  502         141


Cash flows from investing activities
  Proceeds from maturities and principal
    reductions of investment securities                         0      12,626
  Proceeds from sales of available-for-sale securities      2,971         885
  Proceeds from maturities
     of available-for-sale securities                      18,343         968
  Purchase of available-for-sale securities                (9,910)          0
  Purchase of investment securities                             0      (1,000)
  Loans made to customers, net of principal
    collection thereon                                     (6,119)     (5,232)
  Property and equipment expenditures                          60        (627)

    Net cash from investing activities                      5,345       7,620

Cash flows from financing activities
 Net change in deposits                                     1,948      (5,653)
 Net change in short-term borrowings                       (6,562)     (1,956)
 Dividends paid                                              (286)       (270)
 Purchase of common stock                                       0        (835)

Net change in cash and cash equivalents                        947       (953)

Cash and cash equivalents at beginning of year              23,377      27,725

Cash and cash equivalents at end of period                 $24,324     $26,772

<PAGE>


                    Peoples Bank Corporation of Indianapolis

                   Notes to Consolidated Financial Statements
                                 March 31, 1996

1.   Accounting Policies

     Except as noted in Note 3, the significant  accounting policies followed by
Peoples  Bank  Corporation  of  Indianapolis  ("the  Corporation")  for  interim
financial  reporting are consistent  with the accounting  policies  followed for
annual financial  reporting.  The consolidated interim financial statements have
been prepared in accordance  with  instructions to Form 10-Q and may not include
all  information  and  footnotes   normally  shown  for  full  annual  financial
statements.  All adjustments which are, in the opinion of management,  necessary
for a fair  presentation  of the  results  for the  periods  reported  have been
included in the accompanying unaudited consolidated financial statements and all
such adjustments are of a normal recurring nature.


2.   Earnings Per Share

     Earnings per share is computed  based upon the weighted  average  number of
shares  outstanding  during the period which were  1,589,992 for the three month
period  ending March 31, 1996,  and  1,593,593 for the three months ending March
31, 1995.


 3.  Accounting Changes

     Effective January 1, 1995,  Peoples adopted Financial  Accounting  Standard
No. 114,  "Accounting  by Creditors for the  Impairment of a Loan" as amended by
FAS No. 118.  Pursuant to this  standard,  loans  considered  to be impaired are
reduced to the present value of expected  future cash flows or to the fair value
of collateral,  by allocating a portion of the allowance for loan losses to such
loans.  Loans are deemed impaired when management  concludes that it is probable
that the customer will be unable to comply with the  contractual  terms of their
loan,  with  respect to the timing and amount of required  payments.  Management
evaluates loans for impairment in conjunction  with the quarterly  evaluation of
the allowance for loan losses.  Generally,  such  evaluation is limited to large
commercial and commercial  real estate loans.  Consumer loans and mortgage loans
secured by 1 to 4 family  residential  property are  generally not evaluated for
impairment.  Application  of this  Standard  on  January  1,  1995  did not have
significant effect on Peoples financial condition or results of operations.

Effective January 1, 1996 Peoples adopted Financial Accounting Standard No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed of."  Management  does not believe  Peoples has any material  assets
subject to this new Standard.

Effective January 1, 1996 Peoples adopted Financial Accounting Standard No. 122,
"Accounting for Mortgage  Servicing Rights." This Standard requires the basis of
mortgage loans  originated and sold,  with servicing  retained,  to be allocated
between the  mortgage  loan and the  mortgage  servicing  right,  based upon the
relative  fair  value of such  assets.  The effect of this  Standard  will be to
increase the gain, or reduce the loss,  recognized upon the sale of the mortgage
loan and will reduce future  servicing  fee income.  During the first quarter of
1996,  application of this Standard  resulted in approximately $57 of additional
income upon the sale of approximately $6 million of mortgage loans.

Effective  January 1, 1996,  Peoples adopted Financial  Accounting  Standard No.
123, "Accounting for Stock Based  Compensation." This Standard  encourages,  but
does not  require,  entities  to use a fair value  based  method to account  for
stock-based  compensation  plans.  If  fair  value  accounting  is not  adopted,
entities  must  disclose  the  pro-forma  effect on net income and  earnings per
share, had fair value  accounting been adopted.  Stock options issued by Peoples
in 1996 are  subject  to the  requirements  of this  Standard.  Peoples  did not
account  for those  options  using a fair  value  based  method  and  intends to
disclose the  pro-forma  effect on net income and earnings per share in its 1996
annual report. 

<PAGE>

PART I. FINANCIAL INFORMATION

Item 2.  Management's Discussion and Analysis
 (Dollar amounts in thousands, except per share data)

General

The  business  of Peoples  Bank  Corporation  of  Indianapolis  ("the  Company")
consists  of holding and  administering  its  interest  in Peoples  Bank & Trust
Company  ("Peoples").  The principal  business of Peoples consists of attracting
deposits from consumer and commercial  customers and making loans to individuals
and  businesses.  Peoples  offers  various  products  for  depositors  including
checking and savings  accounts,  certificates of deposit and safe deposit boxes.
Loans consist  principally of loans to individuals  secured by mortgage liens on
residential  properties,  consumer loans generally  secured by personal property
and loans to businesses  generally secured by liens on business assets.  Peoples
also offers trust services to individuals, businesses and institutions.

The Company  operates 12 branch  locations,  a twelve  story  office in downtown
Indianapolis,  an operations  center (which includes one of the 12 branches) and
two  mortgage  origination  facilities.  Peoples  occupies  five  floors  of the
downtown office building and leases six floors to tenants.  The top floor houses
the board room and a training area.  Leased tenant space at the downtown  office
remains at near capacity.

The book value per share of Peoples  nonvoting  common  shares at March 31, 1996
was $26.78 for the third  quarter,  the low trading  price per share was $24 1/4
and the high trading price per share was $29 1/2.

<PAGE>


Selected ratios and summary data.

                                                Three Months Ended
                                              -------------------------
                                                      March 31,
                                                1996            1995
                                              ---------       --------
Assets                                        $412,889        $418,800

Loans (includes loans held for                 280,947         222,569
sale)

Deposits                                       353,711         340,924

Shareholders' Equity                            42,578          38,647

Book value per share                             26.78           24.31


Earnings per share                               $0.82           $0.49

Return on Average Assets                          1.27%           0.74%

Return on Average Equity                         12.49%           8.01%

Average Shares Outstanding                   1,589,992       1,593,593

Total Shares Outstanding                     1,589,992       1,589,992


Net Income

Net income for the first  quarter  of 1996 was $1,311  compared  to $778 for the
first  quarter of 1995,  an increase of $533 or 68.5%.  Net income per share for
the first quarter of 1996  increased  $0.33 or 67.3% to $0.82 from $0.49 for the
first quarter of 1995.

Net Interest Income

Net interest income is the principal component of net income for the Company and
represents the difference  between  interest earned on loans and investments and
the interest  cost of deposits and other  borrowed  funds.  For the three months
ended  March 31,  net  interest  income was $4,312 and $3,748 for 1996 and 1995,
respectively. This reflects an increase of $564 or 15.05%.

Interest  income for the three  months ended March 31, was $7,652 and $7,183 for
1996 and 1995,  respectively.  Total interest  expense was $3,340 and $3,435 for
the same periods,  respectively. The increase in interest income is attributable
to  increased  loan  growth  during  the year,  off-set  by a modest  decline in
short-term market interest rates.

The Company's net interest margin,  or margin on earning assets,  increased .41%
from 3.90%for the first three months of 1995 to 4.31% for the first three months
of 1996. On a tax equivalent  basis, the Company's net interest margin was 4.84%
and 4.20% for the three months ending 1996 and 1995, respectively.

<PAGE>


Interest and fees on loans  increased  from $4,879 for the first three months of
1995 to $6,185 for that period in 1996,  an  increase  of $1,306 or 26.77%.  The
increase is attributable to an increase in loan  outstandings.  Total loans were
$222,569 at March 31, 1995, compared to $280,947 at March 31, 1996.

Provision & Allowance for Loan Losses

The  provision  for loan losses was $150 for the first  three  months of 1996 as
compared  to $176 for the first  three  months  of 1995,  a  decrease  of $26 or
14.77%.  The  allowance for loan losses at March 31, 1996 was $3,418 or 1.22% of
total loans  compared to $3,290 or 1.20% of total  loans at December  31,  1995.
Gross charge-offs  during the first three months of 1996 were $63 and recoveries
were $40.

The adequacy of the allowance  for loan loss is evaluated at least  quarterly by
management  based  upon the review of  identified  loans with more than a normal
degree of risk,  historical  loan loss  percentages,  and present  and  forecast
economic conditions. Management's analysis indicates that the allowance for loan
losses at March 31,  1996 is adequate to cover  potential  losses on  identified
loans with credit problems and potential  losses on the remaining loan portfolio
based on historical loss experience.

Other Operating Income

Non-interest  income totaled $1,262 for the first three months of 1996, compared
to $1,446  for that  period of 1995,  a decrease  of $184 or 12.72%.  Trust fees
continue to be a consistent source of income for the Company.

Service  charges  on  deposit  accounts   comprise  the  largest   component  of
non-interest income and were up for the first three months of 1996 when compared
with the same  periods  of 1995.  Service  charge  income was $530 for the three
months  ended March 31,  1996,  an increase of $62 or 13.25%,  from $468 for the
same period in 1995. Peoples' Product and Pricing Committee continually monitors
service  charge fees and makes  necessary  adjustments  to ensure  that  Peoples
remains competitively priced with other local banking institutions.

Mortgage  banking  revenue  includes net gains and losses realized when mortgage
loans are sold into the  secondary  market and service  fee revenue  earned from
servicing  those loans  after they are sold.  Mortgage  banking  revenue for the
first three  months of 1996 was $175,  down $284,  compared to $459 for the same
period in 1995. A gain of $380 was  recognized  during the first quarter of 1995
on the sale of $34 million in mortgage servicing rights.

<PAGE>

Other Operating Expenses

Non-interest  expense  was  $3,548 for the three  months  ended  March 31,  1996
compared with $3,976 for that period in 1995. This represents a decrease of $428
or  10.76%.  During  the third  quarter of 1995 the bank  examined  its  expense
structure and  recommended  steps to lower overall  non-interest  expense.  As a
result of these recommendations,  salary and employee benefit expenses decreased
from $2,154 in the first three  months of 1995 to $1,941  during the first three
months  of 1996,  a  decrease  of $213 or 9.88%.  Salary  and  employee  benefit
expenses comprise more than half of the total non-interest expenses. The Company
continues to evaluate  operating  processes and  procedures to reduce  operating
expenses,  and will  continue to evaluate the need for personnel in all areas of
the  Company  in  relation  to  increases  in  non-interest  income,  peer group
comparisons, and interest income generated.

Occupancy  expense was $390 for the first three  months of 1996,  an increase of
$28 or 7.73%  from $362 for the first  three  months  of 1995.  Management  will
monitor  these  costs on an  ongoing  basis in an  attempt  to effect  long term
efficiencies in occupancy  expense.  Equipment  expenses were $261 and $305, for
the first  three  months of 1996 and 1995,  respectively,  a decrease  of $44 or
14.43%.

FDIC  insurance  expense was $0 and $185 for the first three  months of 1996 and
1995.  The  FDIC   determined  that  the  Bank  Insurance  Fund  was  adequately
capitalized  as of May 31, 1995.  As a result,  insurance  premiums were reduced
from $0.23 per $100 of insured deposits on an annual basis to a flat fee of five
hundred dollars per quarter.

Advertising  expenses were $135 and $215, for the first three months of 1996 and
1995, respectively, a decrease of $80 or 37.21%. Advertising expenditures during
1995 were heavily weighted toward the first quarter, following an image campaign
by the Company.  Other operating  expenses were $821 for the first three months
of 1996,  an increase of $66 or 8.74%,  over $755 for the first three  months of
1995.


Income Taxes

Income taxes were $565 for the first three months of 1996 and $264 for the first
three  months of 1995.  The  increase in taxes can be  primarily  attributed  to
increased profitability.


Balance sheet

Total assets were $412,889 at March 31, 1996, and $417,019 at December 31, 1995,
a decrease  of $4,130.  The  investment  portfolio  decreased  from  $107,745 at
December  31,  1995,  to $96,190  at March 31,  1996,  a decrease  of $11,555 or
10.72%.  The decline in the investment  portfolio was attributable to the return
of principal in the form of  amortization,  calls,  maturities and sales.  Total
loans, excluding loans held for sale, increased during the first three months of
1996 from  $271,093 at December  31, 1995,  to $277,487 at March 31, 1996.  This
reflects an increase of $6,394 or 2.36%.  Commercial  loans increased  $7,120 or
7.27% from  $97,914 at December 31,  1995,  to $105,034 at March 31, 1996.  Real
estate loans,  which  consist of  construction  loans and  permanent  mortgages,
increased $596 or 0.57% from $104,817 at December 31, 1995, to $105,413 at March
31, 1996.  Loans held for sale consist of conforming  fixed rate mortgage  loans
that Peoples has sold in the secondary market (having retained  servicing rights
with  respect to such loans) and that are pending  funding.  Loans held for sale
are not included in the Real Estate Loan totals. Loans held for sale were $2,557
at December  31,  1995,  compared to $3,460 at March 31,  1996.  Consumer  loans
decreased  $1,292 or 1.95% from $66,132 at December 31, 1995 to $64,840 at March
31, 1996. The amount of loans  outstanding  (excluding  loans held for sale) are
reflected in the following table.



                                   March  31,      December 31,       March 31,
                                     1995              1995             1995
                                   ---------       -----------      -----------
Real Estate                         $105,413         $104,817          $74,009
Commercial                           105,034           97,914           77,713
Consumer                              64,840           66,132           65,357
Tax exempt                             2,200            2,230            2,585
                                   ---------        ---------        ---------
   Total Loans                       277,487          271,093          219,664
Less:  Allowance for Loan Losses      (3,418)          (3,290)          (2,922)
                                   ---------        ---------        ---------
Net Loans                           $274,069         $267,803         $216,742
                                   =========        =========        =========



<PAGE>

Deposits  represent the primary source of funds for the Company.  Total deposits
increased  $1,949 or 0.55%,  from  $351,762 at  December  31,1995 to $353,711 at
March 31, 1996.  Non-interest-bearing  deposits decreased $5,370, or 7.90%, from
$67,966 at  December  31,  1995 to $62,596 at March 31,  1996.  The  decrease is
primarily  attributable  to normal  flucuation in government and internally held
deposits.  Interest-bearing  deposits were $283,796 and $291,115 at December 31,
1995 and March 31, 1996, respectively.

The Company's deposit balances are reflected in the following table.


                                    March 31,       December 31,      March 31,
                                      1996             1995             1995
                                    ---------       ------------      ---------
Deposits:
  Non-interest-bearing              $62,596          $67,966          $68,522
     Interest-bearing               291,115          283,796          272,402
                                   --------         --------         --------
       Total deposits              $353,711         $351,762         $340,924
                                   ========         ========         ========
Total deposits/total assets           85.67%           84.35%           81.41%


Short-term borrowings in the form of Federal funds and repurchase agreements are
acquired,  as needed, to satisfy temporary liquidity needs. Though short-term in
nature,  repurchase  agreements  have been and continue to be a stable source of
funds for  Peoples.  Many of the  funds  are from  businesses  with  large  cash
balances.  Other  repurchase  agreements come from public  entities.  Short-term
borrowings were $13,494 at March 31, 1996 as compared to $20,056 at December 31,
1995. This represents a $6,562 or 32.72% decline.

Total  shareholders'  equity  increased $942 or 2.26% for the three months ended
March 31, 1996 to $42,578,  from $41,636 at December  31, 1995.  The increase in
shareholders' equity was the result of net income of $1,311, less dividends paid
of $286.  The impact of FAS No. 115 resulted in a $83 decrease in equity between
December 31, 1995 and March 31, 1996, as longer term interest rates rose and the
net unrealized gain on available-for-sale securities declined.


Credit Quality

Nonaccrual  loans are loans on which the  Company  no longer  accrues  interest.
Management  places a loan on nonaccrual status when the collection of additional
interest is unlikely  and the loan is not  considered  to be well secured and in
the  process  of  collection.  Nonperforming  loans are those  loans that are on
nonaccrual  status,  are 90 days or more past due as to principal or interest or
those that are restructured. A nonperforming loan is one that the borrower is no
longer  paying  as  agreed  and has  become  90 days or more  past  due or where
management,  as a result of delinquent  status or significant  concern about the
ultimate  collectibility  of the loan, has ceased to recognize  interest  income
(nonaccrual status). At March 31, 1996,  management has designated $942 in loans
as "impaired" for the purposes of FAS No. 114. Management has further determined
that all commercial non-accrual loans will be considered as impaired.

<PAGE>




The following table shows the composition of nonperforming loans.


                                      March 31,    December 31,   March 31,
                                        1996           1995         1995
                                      ---------    ------------   ---------
Nonperforming loans:
Total nonaccrual loans                 $438           $838           $780
Loans past due more than
  90 days and still accruing            185            445            433
                                     ------         ------         ------
Total                                  $623         $1,283         $1,213
                                     ======         ======         ======

Historically,   commercial   loans  have   constituted  the  majority  of  total
nonperforming  loans at Peoples.  At March 31,  1996,  nonperforming  loans were
comprised  of $121 of  commercial  loans,  $475 of real estate  loans and $27 of
consumer loans.  Nonperforming loans were comprised of $533 of commercial loans,
$749 of real estate loans and $0 consumer  loans at December 31, 1995.  At March
31, 1995, nonperforming loans consisted of $751of commercial loans, $346 of real
estate loans and $116 of consumer loans.

Asset quality continues to be an important focus for the Company.  Nonperforming
loans as a percent of assets were 0.15% at March 31, 1996, and 0.31% at December
31, 1995. The Company  maintains asset quality through well defined  policies as
well as functioning underwriting and review processes. The Company is focused on
increasing  loans in relation to deposits but wants the growth to be  profitable
now and in future years.


<PAGE>

Capital

The  Company  and Peoples  are  required  to comply  with  capital  requirements
promulgated  by their  primary  regulators  that  affect  their  ability  to pay
dividends and that can affect their operations.  Those  regulations  require the
maintenance of specified  levels of capital to total assets (leverage ratio) and
to risk weighted  assets (the  risk-based  capital  ratios).  These  regulations
require  the  maintenance  of a  leverage  ratio of at least  3.00%  and a total
risk-based  capital ratio of at least 8.00%. A financial  institution's  deposit
insurance assessment and, in certain circumstances,  operations will be affected
by its capital  level.  Institutions  with leverage  ratios of 5.00% or more and
total  risk-based  capital  ratios  of  10.00%  or more are  deemed  to be "well
capitalized," and accordingly,  pay the lowest deposit insurance  assessment and
are not subject to operational restrictions as outlined within the regulation.

As of March 31, 1996, the Company's Tier I and total  risk-based  capital ratios
were 14.97% and 16.17%, respectively. The Company's leverage ratio was 10.27% at
March 31,  1996.  As of March 31,  1996,  Peoples  was in excess of the  minimum
capital  and  leverage   requirements   necessary  to  be   considered  a  "well
capitalized"  banking company as defined by Federal regulators.  The Company and
Peoples were in full  compliance  with all regulatory  capital  requirements  at
March 31, 1996.

The following table provides the capital ratios for the entities.

                                              At March 31, 1996
                                         ------------------------------
                                                           Consolidated
                                          Bank Only          Company
                                          ---------        ------------
Total assets                               $406,218          $412,889

Risked-based assets                         282,045           283,342

Tier I capital                               34,922            42,423

Total capital                                38,340            45,841

Leverage ratio                                 8.60%            10.27%

Tier I risk-based capital ratio               12.38             14.97

Total risk-based capital ratio                13.59             16.17




<PAGE>



Item 6. EXHIBITS AND REPORTS ON FORM 8-K

         A.   Exhibits - Exhibit Index Appears on page E-1.

         B.   Form 8-K - None to be reported.



                                   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 BANK CORPORATION
                                      OF INDIANAPOLIS

                                      By:  /s/ William E. McWhirter
                                           -------------------------------------
                                           William E. McWhirter
                                           President and Chief Executive Officer


                                      By:  /s/ Charles R. Hageboeck
                                           -------------------------------------
                                           Charles R. Hageboeck
                                           Senior Vice President and Chief
                                           Financial Officer



                                      DATE: May 14, 1996


<PAGE>

                                  EXHIBIT INDEX

Exhibit No.             Description                              
- - -----------             -----------                             

   27             Financial Data Schedule                         



<TABLE> <S> <C>


<ARTICLE>                                            9
<LEGEND>
     THIS SCHEDULE  CONTAINS SUMMARY  FINANCIAL  INFORMATION  EXTRACTED FROM THE
REGISTRANT'S  UNAUDITED  CONSOLIDATED  FINANCIAL STATEMENTS FOR THE THREE MONTHS
ENDED MARCH 31, 1996 AND IS  QUALIFIED  IN ITS  ENTIRETY  BY  REFERENCE  TO SUCH
FINANCIAL STATEMENTS
</LEGEND>
<CIK>                         0000796322
<NAME>                        PEOPLES BANK CORP. OF INDIANAPOLIS
<MULTIPLIER>                                   1,000
<CURRENCY>                                     U.S. Dollars
       
<S>                             <C>
<PERIOD-TYPE>                   3-mos
<FISCAL-YEAR-END>                              Dec-31-1996
<PERIOD-START>                                 Jan-1-1996
<PERIOD-END>                                   Mar-31-1996
<EXCHANGE-RATE>                                1.000
<CASH>                                         24,324
<INT-BEARING-DEPOSITS>                         0
<FED-FUNDS-SOLD>                               0
<TRADING-ASSETS>                               0
<INVESTMENTS-HELD-FOR-SALE>                    96,190
<INVESTMENTS-CARRYING>                         0
<INVESTMENTS-MARKET>                           0
<LOANS>                                        280,947
<ALLOWANCE>                                    3,418
<TOTAL-ASSETS>                                 412,889
<DEPOSITS>                                     353,711
<SHORT-TERM>                                   13,494
<LIABILITIES-OTHER>                            3,106
<LONG-TERM>                                    0
<COMMON>                                       16,284
                          0
                                    0
<OTHER-SE>                                     26,294
<TOTAL-LIABILITIES-AND-EQUITY>                 412,889
<INTEREST-LOAN>                                6,185
<INTEREST-INVEST>                              1,369
<INTEREST-OTHER>                               98
<INTEREST-TOTAL>                               7,652
<INTEREST-DEPOSIT>                             3,161
<INTEREST-EXPENSE>                             3,340
<INTEREST-INCOME-NET>                          4,312
<LOAN-LOSSES>                                  150
<SECURITIES-GAINS>                             (27)
<EXPENSE-OTHER>                                3,548
<INCOME-PRETAX>                                1,876
<INCOME-PRE-EXTRAORDINARY>                     1,311
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   1,311
<EPS-PRIMARY>                                  .82
<EPS-DILUTED>                                  .82
<YIELD-ACTUAL>                                 7.99
<LOANS-NON>                                    438
<LOANS-PAST>                                   185
<LOANS-TROUBLED>                               0
<LOANS-PROBLEM>                                4,139
<ALLOWANCE-OPEN>                               3,291
<CHARGE-OFFS>                                  63
<RECOVERIES>                                   40
<ALLOWANCE-CLOSE>                              3,418
<ALLOWANCE-DOMESTIC>                           1,610
<ALLOWANCE-FOREIGN>                            0
<ALLOWANCE-UNALLOCATED>                        1,808
        


</TABLE>


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