PEOPLES BANCORP
10-Q, 1997-07-16
STATE COMMERCIAL BANKS
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                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


 
June 30, 1997                                                   Commission
                                                           File Number 000-18991

                                 PEOPLES BANCORP
                             212 WEST SEVENTH STREET
                                AUBURN, IN 46706


         Indiana                                               35-1811284
(State or other jurisdiction of                               (IRS Employer
incorporation or organization)                            Identification Number)


Registrant's telephone number, including area code:                (219)925-2500


Indicate  by a 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 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:


Common stock, par value $1 per share                     2,273,748 shares
            (Title of class)                      (Outstanding at July 15, 1997)


<PAGE>


                                 PEOPLES BANCORP
                                 AND SUBSIDIARY

                                                                           Page
                                                                          Number

Part I   Financial Information:

  Item 1.  Consolidated Financial Statements

             Consolidated Statement of Financial Condition
             as of June 30, 1997 and September 30,1996.........................3

             Consolidated Statement of Income for the three
             and nine months ended June 30, 1997 and 1996......................4

             Consolidated Statement of Changes in Stockholders'
             Equity for the nine months ended June 30, 1997....................5

             Consolidated Statement of Cash Flows for the
             nine months ended June 30, 1997 and 1996..........................6

             Notes to Consolidated Financial Statements......................7-8

   Item 2.  Management's Discussion and Analysis of Financial
            Condition and Results of Operations.............................9-14

Part II.     Other Information

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

Signatures....................................................................16

<PAGE>

                          PART I. FINANCIAL INFORMATION

                                 PEOPLES BANCORP
                                 AND SUBSIDIARY

                  CONSOLIDATED STATEMENT OF FINANCIAL CONDITION

                                     ASSETS
                                                    June 30,      September 30,
                                                      1997            1996
                                                 -------------   -------------
                                                   (Unaudited)

Cash                                             $  3,613,079    $  3,207,845
Short-term interest-bearing deposits               11,359,055       7,823,900
                                                 -------------   -------------
    Total cash and cash equivalents                14,972,134      11,031,745
Interest-bearing deposits                             975,000               -
Securities available for sale                      27,786,138      25,886,015
Securities held to maturity
   (approximate market value $8,385,504
    and $13,486,304)                                8,472,153      13,630,532
Mortgage-backed securities                            528,012         630,503
Loans:
     Loans                                        229,818,837     223,898,729
     Less: Allowance for loan losses                  878,794         887,478
                                                 -------------   -------------
     Net loans                                    228,940,043     223,011,251
Premises and equipment                              1,657,853       1,467,764
Federal Home Loan Bank of Indianapolis stock,
    at cost                                         2,062,200       2,004,400
Other assets                                        2,170,567       2,349,640
                                                 -------------   -------------
    Total assets                                 $287,564,100    $280,011,850
                                                 =============   =============

                             LIABILITIES

NOW and savings deposits                         $ 71,258,712    $ 68,344,163
Certificates of deposit                           168,506,518     166,737,277
Reverse Repurchase Agreements                       2,845,045               -
Advances by borrowers for taxes and insurance           2,518           3,450
Other liabilities                                   1,228,584       2,250,195
                                                 -------------   -------------
    Total liabilities                             243,841,377     237,335,085
                                                 -------------   -------------

                        STOCKHOLDERS' EQUITY

Preferred stock, par value $1;
    Authorized and unissued -- 5,000,000 shares            -                -
Common stock, par value $1;
    Authorized--7,000,000 shares:
    Issued and outstanding--2,274,028 and
         2,325,494 shares                           2,274,028       2,325,494
Additional paid-in capital                          6,685,497       7,690,289
Retained earnings--substantially restricted        34,804,505      32,762,852
Net unrealized loss on securities available for sale  (41,307)       (101,870)
                                                 -------------   -------------
    Total stockholders' equity                     43,722,723      42,676,765
                                                 -------------   -------------
    Total liabilities and stockholders' equity   $287,564,100    $280,011,850
                                                 =============   =============

See notes to consolidated financial statements.
<PAGE>
<TABLE>
                                 PEOPLES BANCORP
                                 AND SUBSIDIARY

                        CONSOLIDATED STATEMENT OF INCOME
                                   (Unaudited)

                                         Three months ended        Nine months ended
                                              June 30,                  June 30,
                                      ----------------------- -------------------------
                                         1997        1996        1997         1996
                                      ----------- ----------- ------------ ------------ 
<S>                                   <C>         <C>         <C>          <C>                                   
Interest Income:
  Loans                               $4,740,015  $4,587,754  $13,963,217  $14,050,990
  Securities                             511,219     526,617    1,475,674    1,411,249
  Mortgage-backed securities              13,038      15,890       41,146       50,381
  Other interest and dividend income     297,832     298,367      796,628      853,984
                                      ----------- ----------- ------------ ------------
                                       5,562,104   5,428,628   16,276,665   16,366,604
                                      ----------- ----------- ------------ ------------
Interest Expense:
  Now and savings deposits               501,397     458,265    1,428,626    1,387,741
  Certificates of deposit              2,342,740   2,296,285    6,980,933    6,994,249
  Short-term borrowings                   30,015         539       79,221          539
  Federal Home Loan Bank advances              -      13,681            -       42,911
                                      ----------- ----------- ------------ ------------
                                       2,874,152   2,768,770    8,488,780    8,425,440
                                      ----------- ----------- ------------ ------------
Net Interest Income                    2,687,952   2,659,858    7,787,885    7,941,164
  Provision for losses on loans           22,700      17,925       33,530       16,162
                                      ----------- ----------- ------------ ------------
Net Interest Income After Provision
   for Losses on Loans                 2,665,252   2,641,933    7,754,355    7,925,002
                                      ----------- ----------- ------------ ------------
Other Income:
  Trust income                            12,726      13,860       40,290       50,090
  Fees and service charges               111,051     107,874      324,333      331,354
  Other income                            26,823      30,921      101,214       98,489
                                      ----------- ----------- ------------ ------------
                                         150,600     152,655      465,837      479,933
                                      ----------- ----------- ------------ ------------

Other Expense:
  Salaries and employee benefits         602,862     593,971    1,788,597    1,735,293
  Net occupancy expenses                  69,837      53,639      220,618      185,007
  Equipment expenses                      29,443      33,928      131,350      111,119
  Data processing expense                 48,732      74,951      207,954      228,987
  Deposit insurance expense               37,703     133,545      179,071      397,016
  Other expenses                         256,692     194,246      708,509      693,978
                                      ----------- ----------- ------------ ------------
                                       1,045,269   1,084,280    3,236,099    3,351,400
                                      ----------- ----------- ------------ ------------
Income Before Income Tax               1,770,583   1,710,308    4,984,093    5,053,535
  Income tax expense                     677,480     683,150    1,912,500    1,923,350
                                      ----------- ----------- ------------ ------------
Net Income                            $1,093,103  $1,027,158  $ 3,071,593  $ 3,130,185
                                      =========== =========== ============ ============

Net Income Per Common Share                $0.48       $0.44       $1.33         $1.33
Average Common Shares Outstanding      2,296,275   2,348,071   2,304,348     2,358,792

See notes to consolidated financial statements.

</TABLE>
<PAGE>
<TABLE>

                                 PEOPLES BANCORP
                                 AND SUBSIDIARY

            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                   (Unaudited)



                                                                                
                                 Common Stock                    Retained        Net Unrealized   
                           ----------------------  Additional    Earnings        Gain (Loss) on
                             Number                 Paid-in    (Substantially      Securities
                           of Shares    Amount      Capital     Restricted)    Available for Sale     Total
<S>                        <C>        <C>         <C>           <C>                <C>              <C>
                           ---------- ----------- ------------ --------------- ------------------ --------------
Balances, September 30,
1996                       2,325,494  $2,325,494  $7,690,289    $32,762,852        $(101,870)       $42,676,765

Cash dividends
     ($.45 per share)              -           -           -     (1,029,940)               -         (1,029,940)

Net change in unrealized
gain (loss) on securities
available for sale                 -           -           -              -           60,563             60,563

Repurchase of stock          (51,466)    (51,466) (1,004,792)             -                -         (1,056,258)
 
Net income for the
    nine months ended 
    June 30, 1997                  -           -           -      3,071,593                -          3,071,593
                           ---------- ----------- ------------  -------------- ------------------ ---------------
Balances, June 30,
    1997                   2,274,028  $2,274,028  $6,685,497     $34,804,505        $(41,307)       $43,722,723
                           ========== =========== ============  ============== ================== ===============

See notes to consolidated financial statements.
</TABLE>
<PAGE>
                                 PEOPLES BANCORP
                                 AND SUBSIDIARY

                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (Unaudited)

                                                         Nine months ended
                                                             June 30,
                                                  ------------------------------
                                                       1997            1996
                                                  --------------  --------------

Operating Activities:
  Net income                                       $ 3,071,593     $ 3,130,185
  Adjustments to reconcile net income to net
     cash provided by operating activities:
    Provision for loan losses                           33,530          16,162
    Depreciation and amortization                      151,646         147,024
    Amortization of premiums and discounts on
      investment securities                            (46,633)          5,336
    Amortization of deferred loan fees                (211,556)       (301,020)
  Change in:
    Interest receivable                                145,886        (213,549)
    Interest payable                                   (28,304)         (6,416)
  Other adjustments:                                  (857,596)         97,327
                                                  --------------  -------------
   Net cash provided by operating activities         2,258,566       2,875,049
                                                  --------------  -------------

Investing Activities:
  Purchases of interest-bearing deposits              (975,000)              -
  Purchases of investment securities               (10,021,120)    (18,205,537)
  Proceeds from maturities of investment
    securities                                      13,423,571      17,436,429
  Payments on mortgage-backed securities               104,301         129,316
  Net change in loans                               (5,933,520)     (2,262,050)
  Purchases of premises and equipment                 (348,235)        (29,583)
  Proceeds from sales of real estate owned              28,500          42,499
  Purchase of Federal Home Loan Bank stock             (57,800)        (63,300)
                                                  --------------  -------------
   Net cash used by investing activities            (3,779,303)     (2,952,226)
                                                  --------------  -------------

Financing Activities:
  Net change in:
     NOW and savings accounts                        2,909,177      (2,247,994)
     Certificates of deposit                         1,804,046       2,903,695
     Short-term borrowings                           2,836,200           8,289
     Payments on advances from Federal Home Loan Bank        -      (1,000,000)
  Net change in advances by borrowers for
     taxes and insurance                                  (932)        (77,054)
  Cash dividends                                    (1,031,107)       (946,046)
  Exercise of stock options                                 -          17,000
  Repurchase of common stock                        (1,056,258)       (396,066)
                                                  --------------  -------------
   Net cash provided by financing activities         5,461,126      (1,738,176)
                                                  --------------  -------------
Net Change in Cash and Cash Equivalents              3,940,389      (1,815,353)
Cash and Cash Equivalents, Beginning of Period      11,031,745      11,961,442
                                                  --------------  -------------
Cash and Cash Equivalents, End of Period           $14,972,134     $10,146,089
                                                  ==============  =============

Additional Cash Flows and Supplementary Information:
   Interest paid                                   $ 8,508,610     $ 8,429,585
   Income tax paid                                     853,063       1,508,800

See notes to consolidated financial statements.

<PAGE>

                                                 
                                 PEOPLES BANCORP
                                 AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

   (Information with respect to the three and nine months ended June 30, 1997
             and 1996, and at June 30, 1997 and 1996, is unaudited.)


1.  BASIS OF PRESENTATION

The significant  accounting  policies  followed by Peoples Bancorp (the Company)
and its wholly-owned subsidiary,  Peoples Federal Savings Bank of DeKalb County,
(the Bank), for interim  financial  reporting are consistent with the accounting
policies followed for annual financial reporting.  All adjustments which are, in
the opinion of management,  necessary for a fair presentation of the results for
the periods reported, consisting only of normal recurring adjustments, have been
included  in  the  accompanying   unaudited   consolidated  condensed  financial
statements.  The results of operations  for the nine months ended June 30, 1997,
are not necessarily indicative of those expected for the remainder of the year.

2.  CONSOLIDATED STATEMENT OF FINANCIAL CONDITION

The  Consolidated  Statement of Financial  Condition at September 30, 1996,  has
been taken from the audited consolidated financial statements at that date.

3.  CASH DIVIDEND

A cash dividend of $.15 per common share was declared on June 18, 1997,  payable
on July 23, 1997, to stockholders of record as of July 3, 1997.

4.  EARNINGS PER COMMON SHARE

Earnings  per share  have  been  computed  based on the  average  common  shares
outstanding  during, and the earnings for, the periods  presented.  The dilutive
effect on earnings per share from unissued stock option shares is not material.

<PAGE>

 
                                 PEOPLES BANCORP
                                 AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

   (Information with respect to the three and nine months ended June 30, 1997
             and 1996, and at June 30, 1997 and 1996, is unaudited.)


5.  COMMITMENTS TO FUND LOANS

Commitments to fund mortgage loans are as follows:

                          June 30, 1997          September 30, 1996
                     ----------------------  ------------------------
                        Amount     Rate          Amount      Rate
                     ----------- ----------   ------------ ----------

     Adjustable rate $  201,675                $  223,000
     Fixed rate       5,055,100    7.74%        4,006,200    8.08%
                     ----------- ==========   ------------ ==========
                     $5,256,775                $4,229,200
                     ===========             =============

                                                                           


6.  STOCK REPURCHASE PLAN

On May 17, 1997, the Company's  board of directors  authorized the repurchase of
up to  160,000  of the  Company's  outstanding  shares  of  common  stock . Such
purchases  will be made  subject  to  market  conditions  in the open  market or
privately negotiated transactions. At June 30, 1997, the Company has repurchased
4,400 shares of its outstanding stock under this plan.
7.  RECLASSIFICATIONS

Certain  amounts  in  the  1996  consolidated  financial  statements  have  been
reclassified to conform to the 1997 presentation.

<PAGE>


                                 PEOPLES BANCORP
                                 AND SUBSIDIARY

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


FINANCIAL CONDITION

Total assets at June 30, 1997 were $287,564,100,  an increase of $7,552,250 from
September  30,  1996.  The  increase is  attributable  primarily  to loans which
increased $5,928,792 to $228,940,043.  Short-term interest-bearing deposits also
increased $3,535,155 to $11,359,055.  These increases were partially offset by a
slight decrease in investment securities.

Total  deposits  were  $239,765,230  at June 30, 1997, an increase of $4,683,790
since September 30, 1996.

LIQUIDITY

As calculated for regulatory purposes,  liquidity was 15.50% at June 30, 1997 as
compared to 15.70% at September 30, 1996.  Liquidity and loan repayments  should
be adequate to meet loan fundings and other obligations and expenditures.

CAPITAL RESOURCES

The following table presents Peoples Federal Savings Bank's current estimates of
its regulatory capital position as a dollar amount and as a percentage of assets
as of June 30, 1997.

                                       At June 30, 1997
                   -------------------------------------------------------
                   Tangible Capital   Core Capital     Risk-Based Capital
                   ---------------- --------------- ----------------------
                    Amount    %      Amount    %     Amount     %   (1)
                   -------- ------- -------- ------ -------- -------------

Capital Position   $35,036   12.6%  $35,036  12.6%  $35,904   26.8%
Regulatory
  Requirement        4,157    1.5%    8,314   3.0%   10,721    8.0%
Excess Capital
  over Regulatory
  Requirement      $30,879   11.1%  $26,722   9.6%  $25,183   18.8%

(1)  Risk-based capital as a percentage of risk-weighted assets.
                                                                           


<PAGE>


                         PEOPLES BANCORP AND SUBSIDIARY

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   (Continued)

SUMMARY OF RESULTS OF OPERATIONS

Peoples  Bancorp and  subsidiary had net income of $3,071,593 or $1.33 per share
for the nine months ended June 30, 1997,  and  $1,093,103  or $.48 per share for
the three  months  ended June 30, 1997 as compared  to  $3,130,185  or $1.33 per
share and  $1,027,158  or $.44 per share for the same  periods  ended 1996.  The
decrease  for the nine month  period  was  primarily  due to lower net  interest
income,  partially  offset by lower  expenses.  The increase for the three month
period was due to higher net interest income combined with lower expenses.

NET INTEREST INCOME

Net interest  income was  $7,754,355  for the nine months and $2,665,252 for the
three months ended June 30, 1997 as compared to $7,925,002  and  $2,641,933  for
the same periods ended 1996.  Interest income  decreased  $89,939 to $16,276,665
for the nine  month  period  primarily  due to lower  interest  rates on  loans.
Interest income increased  $133,476 to $5,562,104 for the three month period due
to higher loan  volumes.  Interest  expense  increased  $105,382  and $63,340 to
$2,874,152 and $8,488,780 for the three and nine month periods  primarily due to
higher deposit volumes. Provision for loan loss increased $17,368 to $33,530 for
the nine months ended June 30, 1997, reflecting management's continued review of
the loan portfolio.

The following table presents  average  balances and associated  rates earned and
paid for all interest  earning assets and interest  bearing  liabilities for the
nine months ended June 30, 1997 and 1996. (dollars in thousands)

                                 1997                          1996
                    ------------------------------- ----------------------------
                     Average   Interest  Effective   Average  Interest Effective
                     Balance    Yield      Rate      Balance    Yield     Rate
                    ---------- --------- ---------- --------- -------- ---------
Loans               $228,416   $13,963     8.15%    $224,370  $14,051    8.35%
Securities            33,727     1,476     5.84%      35,103    1,411    5.36%
Mortgage-backed 
     securities          587        41     9.31%         740       50    9.01%
Other                 17,613       797     6.03%      18,396      854    6.19%
                    ---------- ---------            --------- --------
Combined             280,343    16,277     7.74%     278,609   16,366    7.83%
                    ---------- ---------            --------- --------
NOW and savings
     deposits         69,514     1,429     2.74%      70,275    1,388    2.63%
Certificates of 
     deposit         165,830     6,981     5.61%     163,423    6,994    5.71%
Borrowings             3,570        79     2.95%           -        -    -
Advances from FHLB         -        -         -        1,000       43    5.73%
                    ---------- ---------            --------- --------
Combined             238,914     8,489     4.74%     234,698    8,425    4.79%
                    ---------- ---------            --------- --------
Net interest income/
   interest rate spread        $ 7,788     3.00%              $ 7,941    3.04%
                               ========= ==========           ======== =========
<PAGE>

                         PEOPLES BANCORP AND SUBSIDIARY

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   (Continued)


The following table illustrates the change in net interest income due to changes
in rates and average volumes. (dollars in thousands)

                           Nine months ended June 30, 1997 vs. 1996
                             Rate          Volume           Total
                          ------------   ------------    ----------
Loans                       $(434)          $346           $ (88)
Securities                    151            (86)             65
Mortgage-backed
     securities                 -             (9)             (9)
Other                         (16)           (42)            (58)
                          ------------   ------------    ----------
Total                        (299)           209             (90)
                          ------------   ------------    ----------

NOW and savings deposits       65            (24)             41
Certificates of deposit      (156)           143             (13)
Short-term borrowings           -             79              79
Advances from FHLB              -            (43)            (43)
                          ------------   ------------    ----------
Total                         (91)           155              64
                          ------------   ------------    ----------
Net interest income         $(208)          $ 54           $(154)
                          ============   ============    ==========

                                                                           

NON-PERFORMING ASSETS AND SUMMARY OF LOAN LOSS EXPERIENCE

Non-performing  assets at June 30, 1997 and  September  30, 1996 are as follows:
(dollars in thousands)

                                       June 30,1997    September 30, 1996
Non-accruing loans                        $614               $814
Loans contractually past due 90 days
     or more other than nonaccruing         68                 88
Real estate owned                          257                110
                                       -------------     ------------
                                          $939             $1,012
                                       =============     ============


<PAGE>

                         PEOPLES BANCORP AND SUBSIDIARY

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   (Continued)

NON-PERFORMING ASSETS AND SUMMARY OF LOAN LOSS EXPERIENCE (CONT'D)

The following  table analyzes the allowance for loan and REO losses for the nine
months ended June 30, 1997 and 1996. (dollars in thousands)
                                                                          
                                      Loans                    REO
                              ----------------------   -------------------
                                 1997         1996       1997      1996
                              ---------   ----------   -------   ---------
Balance at 9/30                 $887        $912         $-       $ -
Provision adjustment charged
     (credited) to expense        34          16          -        11
Chargeoffs                       (61)        (50)         -       (11)
Recoveries                        19          16          -         -
                              ---------   ----------   -------   ---------
Balance at 3/31                 $879        $894         $-      $  -
                              =========   ==========   =======   =========


It  is  the  Bank's  policy  to  carry  REO  at  net  realizable  value.   After
repossession, appraised value is reduced for estimated repair and selling costs,
and the net  amount  is the  carrying  value of the  property.  Any  changes  in
estimated  realizable  value  after the initial  repossession,  are charged to a
specific  loss  reserve  account for REO. At present,  all REO is carried at the
Bank's estimated realizable value.

Management  continually  reviews  the mix and  delinquency  status  of its  loan
portfolio and classifies those loans which it deems appropriate.  As of June 30,
1997, asset balances and the corresponding  allocation of the provision for loan
losses were as follows: (dollars in thousands)
                                                                        
                              Asset      Allocation of
                             Balance        Reserve
                          ------------  --------------
       Loss                       4          $  4
       Doubtful                   -             -
       Substandard              843           169
       Unclassified         286,717           706
                          ------------  --------------
                           $287,564          $879
                          ============  ==============


<PAGE>


                         PEOPLES BANCORP AND SUBSIDIARY

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   (Continued)


NON-PERFORMING ASSETS AND SUMMARY OF LOAN LOSS EXPERIENCE (CONT'D)

The allowances for loan and real estate owned losses represent amounts available
to absorb future losses.  Such allowances are based on  management's  continuing
review of the portfolios,  historical charge-offs,  current economic conditions,
and such other factors,  which in management's  judgment deserve  recognition in
estimating  possible losses. In addition,  various  regulatory  agencies,  as an
integral part of their examination  process,  periodically  review the allowance
for loan losses.  Such agencies may require additions to the allowances based on
their  judgment  about the  information  available  to them at the time of their
examination.  Provisions  for  losses  are  charged  to  earnings  to bring  the
allowances to levels considered  necessary by management.  Losses are charged to
the allowances when considered  probable,  or in the case of REO, at the time of
repossession.  Management  believes that the  allowances  are adequate to absorb
known and inherent losses in the portfolio.  No assurance can be given, however,
that economic  conditions which may adversely affect the Bank's markets or other
circumstances will not result in future losses in the portfolio.

The following  table  presents an  allocation  of the Bank's  allowance for loan
losses at the dates  indicated  and the  percentage of loans in each category to
total loans. (dollars in thousands)
                                                                          

                                 June 30,               June 30,
Balance at end of period     -------------------   ------------------
     applicable to:               1997                    1996
                             -------------------   ------------------
Residential Mortgage Loans     $  -     92.5%        $  -     92.8%
Commercial Real Estate Loans      -      2.1%           -      2.1%
Commercial and Other Loans        -        -            -        -
Consumer Loans                    4      5.4%          26      5.1%
Unallocated                     875                   868
                             ------- ----------   --------- ---------
Total                          $879    100.0%        $894    100.0%
                             ======= ==========   ========= =========


<PAGE>





                         PEOPLES BANCORP AND SUBSIDIARY

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   (Continued)


NON-INTEREST INCOME

The Company's  non-interest income declined slightly to $150,600 and $465,837 as
compared to $152,655  and  $479,933 for the three and nine months ended June 30,
1997 as compared to 1996. The decrease was primarily  caused by lower trust fees
this year versus last.

NON-INTEREST EXPENSE

Total  non-interest  expense for the three and nine months  ended June 30 , 1997
was $1,045,269 and $3,236,099 as compared to $1,084,280 and $3,351,400 for 1996.
The decrease was due to decreased deposit insurance expense due to the September
30, 1996  recapitalization of the SAIF insurance fund, partially offset by small
increases  in salaries  and  employee  benefits,  net  occupancy  expenses,  and
equipment expenses.

INCOME TAXES

Income taxes for the nine months ended June 30, 1997 were $1,912,500,  virtually
unchanged from the 1996 figure of $1,923,350.


<PAGE>

                           PART II. OTHER INFORMATION

                                 PEOPLES BANCORP
                                 AND SUBSIDIARY


Item 6.  Reports on Form 8-K

One report on Form 8-K was filed  during the three  months  ended June 30, 1997.
This 8-K reported the adoption of a stock  repurchase plan and was filed on June
3, 1997.

<PAGE>


                                 PEOPLES BANCORP
                                 AND SUBSIDIARY

                                   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
                                                      (REGISTRANT)




Date:  July 15, 1997                                Maurice F. Winkler III
                                           President and Chief Operating Officer



Date:  July 15, 1997                                    Deborah K. Stanger
                                      Vice President and Chief Financial Officer
 

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