PEOPLES BANCORP
10-Q, 1998-04-20
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



March 31, 1998                                            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                     3,377,665 shares
- ------------------------------------                     ----------------
    (Title of class)                             (Outstanding at April 14, 1998)



                                       1
<PAGE>
                                 PEOPLES BANCORP
                                 AND SUBSIDIARY

                                                                           Page
                                                                          Number

Part I   Financial Information:

  Item 1.  Consolidated Financial Statements

           Consolidated Statement of Financial Condition
           as of March 31, 1998 and September 30, 1997.........................3

           Consolidated Statement of Income for the three
           and six months ended March 31, 1998 and 1997........................4

           Consolidated  Statement of Changes in Stockholders' Equity for
           the six months ended March 31, 1998.................................5

           Consolidated Statement of Cash Flows for the
           six months ended March 31, 1998 and 1997............................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


                                       2
<PAGE>

                          PART I. FINANCIAL INFORMATION

                                 PEOPLES BANCORP
                                 AND SUBSIDIARY

                  CONSOLIDATED STATEMENT OF FINANCIAL CONDITION

                          ASSETS
                                                      March 31,    September 30,
                                                        1998            1997
                                                    ----------------------------
                                                     (Unaudited)

Cash                                                 $  2,768,383  $  2,993,154
Short-term interest-bearing deposits                    7,451,999     7,738,990
                                                    -------------- -------------
    Total cash and cash equivalents                    10,220,382    10,732,144
Interest-bearing deposits                               3,737,041       976,000
Securities available for sale                          27,646,811    28,467,800
Securities held to maturity
 (approximate market value $7,137,878 and $8,740,052)   7,139,315     8,757,855
Mortgage-backed securities                                437,285       498,823
Loans:
     Loans                                            246,044,213   236,142,236
     Less: Allowance for loan losses                      894,181       886,567
                                                    -------------- -------------
     Net loans                                        245,150,032   235,255,669
Premises and equipment                                  2,332,616     1,712,774
Federal Home Loan Bank of Indianapolis stock, at cost   2,062,200     2,062,200
Other assets                                            1,925,739     2,138,330
                                                    -------------- -------------
    Total assets                                     $300,651,421  $290,601,595
                                                    ============== =============

                            LIABILITIES

NOW and savings deposits                            $ 74,857,620   $ 70,539,511
Certificates of deposit                              174,926,734    171,250,628
Reverse Repurchase Agreements                          4,118,478      3,162,400
Advances by borrowers for taxes and insurance              2,431          1,591
Other liabilities                                      1,382,123      1,349,295
                                                    ------------- --------------
    Total liabilities                                255,287,386    246,303,425
                                                    ------------- --------------

                       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--3,377,665 and
         3,391,986 shares                              3,377,665      3,391,986
Additional paid-in capital                             4,958,006      5,263,589
Retained earnings--substantially restricted           36,974,199     35,573,293
Net unrealized loss on securities available for sale      54,166         69,302
                                                    ------------- --------------
    Total stockholders' equity                        45,364,036     44,298,170
                                                    ------------- --------------
    Total liabilities and stockholders' equity      $300,651,422   $290,601,595
                                                    ============= ==============

See notes to consolidated financial statements.

                                       3

<PAGE>
                                 PEOPLES BANCORP
                                 AND SUBSIDIARY

                        CONSOLIDATED STATEMENT OF INCOME
                                   (Unaudited)

                                     Three months ended     Six months ended
                                         March 31,               March 31,
                                   --------------------- --------------------
                                      1998       1997       1998        1997
                                   ---------- ---------- ----------- --------
Interest Income:
  Loans                            $5,028,576 $4,558,538 $ 9,943,231 $ 9,223,202
  Securities                          457,795    465,339     955,829     964,455
  Mortgage-backed securities           11,266     13,651      22,767      28,108
  Other interest and dividend income  227,598    291,590     447,271     498,796
                                   ---------- ---------- ----------- -----------
                                    5,725,235  5,329,118  11,369,098  10,714,561
                                   ---------- ---------- ----------- -----------
Interest Expense:
  Now and savings deposits            510,080    474,120   1,026,867     927,229
  Certificates of deposit           2,406,497  2,301,052   4,852,239   4,638,193
  Short-term borrowings                50,448     27,962      92,673      49,206
                                   ---------- ---------- ----------- -----------
                                    2,967,025  2,803,134   5,971,779   5,614,628
                                   ---------- ---------- ----------- -----------
Net Interest Income                 2,758,210  2,525,984   5,397,319   5,099,933
  Provision for losses on loans         2,542       (485)      7,663      10,830
                                   ---------- ---------- ----------- -----------
Net Interest Income After Provision
   for Losses on Loans              2,755,668  2,526,469   5,389,656   5,089,103
                                   ---------- ---------- ----------- -----------

Other Income:
  Trust income                         28,897     13,840      45,755      27,564
  Fees and service charges            106,426    102,411     218,096     213,282
  Other income                         41,789     41,216      71,912      74,391
                                   ---------- ---------- ----------- -----------
                                      177,112    157,467     335,763     315,237
                                   ---------- ---------- ----------- -----------

Other Expense:
 Salaries and employee benefits       563,071    552,049   1,193,711   1,185,735
 Net occupancy expenses                82,284     77,693     151,240     150,781
 Equipment expenses                    88,776     57,590     148,315     101,907
 Data processing expense               83,245     81,127     160,976     159,222
 Deposit insurance expense             37,616      8,376      75,195     141,368
 Other expenses                       257,308    225,260     520,984     451,817
                                   ---------- ---------- ----------- -----------
                                    1,112,300  1,002,095   2,250,421   2,190,830
                                   ---------- ---------- ----------- -----------
Income Before Income Tax            1,820,480  1,681,841   3,474,998   3,213,510
  Income tax expense                  700,215    647,080   1,329,545   1,235,020
                                   ---------- ---------- ----------- -----------
Net Income                         $1,120,265 $1,034,761 $ 2,145,453 $ 1,978,490
                                   ========== ========== =========== ===========

Basic Income Per Common Share           $0.33     $0.27       $0.63        $0.57
Diluted Income Per Common Share         $0.33     $0.27       $0.63        $0.57
Average Common Shares Outstanding   3,382,787 3,444,413   3,386,446    3,456,522

See notes to consolidated financial statements.
                                       4
<PAGE>

                                 PEOPLES BANCORP
                                 AND SUBSIDIARY

            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                   (Unaudited)


<TABLE>

                                                              Retained       Net Unrealized
                                Common Stock      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,
1997                        3,391,986 $3,391,986 $5,263,589  $35,573,293       $69,302          $44,298,170

Cash dividends
     ($.22 per share)               -          -          -     (744,547)            -             (744,547)

Net change in unrealized
gain (loss) on securities
available for sale                  -          -          -            -       (15,136)             (15,136)

Repurchase of stock           (14,321)   (14,321)  (305,583)           -             -             (319,904)

Net income for the
    six months ended
    March 31, 1998                  -          -          -    2,145,453             -            2,145,453
                           ---------- ---------- ---------- --------------- --------------      ------------

Balances, March 31,
    1998                    3,377,665 $3,377,665 $4,958,006  $36,974,199       $54,166          $45,364,036
                           ========== ========== ========== =============== ==============      ============
</TABLE>

See notes to consolidated financial statements.


                                       5
<PAGE>
                                 PEOPLES BANCORP
                                 AND SUBSIDIARY

                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (Unaudited)

                                                           Six months ended
                                                              March 31,
                                                  ------------------------------
                                                       1998            1997
                                                  --------------  --------------
Operating Activities:
 Net income                                         $ 2,145,453    $ 1,978,490
 Adjustments to reconcile net income to net
  cash provided by operating activities:
  Provision for loan losses                              7,663          10,830
  Depreciation and amortization                        148,887         121,445
  Amortization of premiums and discounts 
    investment securities                              (89,848)        (29,104)
  Amortization of deferred loan fees                  (184,568)       (138,842)
 Change in:
  Interest receivable                                   50,416         293,987
  Interest payable                                      45,669          (8,560)
 Other adjustments:                                     178,597       (745,744)
                                                  --------------  --------------
 Net cash provided by operating activities            2,302,269      1,482,502
                                                  --------------  --------------

Investing Activities:
 Purchases of interest-bearing deposits              (4,857,041)             -
 Proceeds from maturities of interest-bearing
   deposits                                           2,096,000              -
 Purchases of investment securities                  (4,067,539)     1,966,406)
 Proceeds from maturities of investment
   securities                                         6,625,000     11,423,571
 Payments on mortgage-backed securities                  62,744         72,767
 Net change in loans                                 (9,802,623)      (340,465)
 Purchases of premises and equipment                   (768,729)      (290,629)
 Proceeds from sales of real estate owned                41,853         28,500
                                                  --------------  --------------
 Net cash used by investing activities              (10,670,335)     8,927,338
                                                  --------------  --------------

Financing Activities:
 Net change in:
  NOW and savings accounts                            4,315,125      1,740,321
  Certificates of deposit                             3,639,121       (179,852)
  Short-term borrowings                                 956,078      2,310,626
 Net change in advances by borrowers for
   taxes and insurance                                      840           (507)
 Cash dividends                                        (734,926)      (689,208)
 Repurchase of common stock                            (319,934)      (940,093)
                                                  --------------  --------------
 Net cash provided by financing activities            7,856,304      2,241,287
                                                  --------------  --------------
Net Change in Cash and Cash Equivalents                 (511,762)    12,651,127
Cash and Cash Equivalents, Beginning of Period        10,732,144     11,031,745
                                                  --------------- --------------
Cash and Cash Equivalents, End of Period             $10,220,382   $ 23,682,872
                                                  =============== ==============

Additional Cash Flows and Supplementary Information
   Interest paid                                     $ 5,926,110     $ 5,614,714
   Income tax paid                                     1,292,907         306,300

See notes to consolidated financial statements
                                

                                       6
<PAGE>

                                 PEOPLES BANCORP
                                 AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

   (Information with respect to the three and six months ended March 31, 1998
            and 1997, and at March 31, 1998 and 1997, 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 three and six months ended March
31, 1998, 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, 1997,  has
been taken from the audited consolidated financial statements at that date.


3.  CASH DIVIDEND

A cash  dividend of $.11 per common  share was  declared on February  17,  1998,
payable on April 23, 1998, to stockholders of record as of April 1, 1998.

4.  EARNINGS PER COMMON SHARE

Basic  earnings per share have been computed  based on the average common shares
outstanding  during,  and the  earnings  for,  the  periods  presented.  Diluted
earnings per share were calculated as if outstanding  stock options at March 31,
1997 had been exercised,  and the exercise price used to repurchase stock at the
then current market price.  The resulting number of shares was used to calculate
the diluted earnings per share, which did not differ from the basic earnings per
share number. There are no outstanding potentially dilutive stock equivalents at
March 31, 1998.

                                       7
<PAGE>

                                 PEOPLES BANCORP
                                 AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

      (Information with respect to the three months ended December 31, 1997
           and 1996, and at December 31, 1997 and 1996, is unaudited.)


5.  COMMITMENTS TO FUND LOANS

Commitments to fund mortgage loans are as follows:

                         March 31, 1998          September 30, 1997
                     -----------------------  -------------------------
                        Amount       Rate        Amount      Rate
                     -------------  --------  -----------   ------

     Adjustable rate   $  120,000              $  114,000
     Fixed rate         9,788,750    7.18%      5,364,570    7.66%
                     -------------  ========  ------------  =======
                       $9,908,750              $5,478,570
                     =============            ============

                               


6.  STOCK REPURCHASE PLAN

On May 17, 1997, the Company's  board of directors  authorized the repurchase of
up to  240,000  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  March  31,  1998,  the  Company  has
repurchased 39,944 shares of its outstanding stock under this plan.

7.  RECLASSIFICATIONS

Certain  amounts  in  the  1997  consolidated  financial  statements  have  been
reclassified to conform to the 1998 presentation.

                                       8

<PAGE>

                                 PEOPLES BANCORP
                                 AND SUBSIDIARY

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


FINANCIAL CONDITION

Total  assets at March 31, 1998 were  $300,651,421,  an increase of  $10,049,826
from September 30, 1997. The increase is  attributable  primarily to loans which
increased $9,894,363 to $245,150,032,  and interest-bearing  time deposits which
increased  $2,761,041 to $3,737,041.  These  increases were partially  offset by
decreases in investment securities.

Total  deposits were  $249,784,354  at March 31, 1998, an increase of $7,994,215
since September 30, 1997.

LIQUIDITY

As calculated for regulatory purposes, liquidity was 12.89% at March 31, 1998 as
compared to 13.00% at September 30, 1997.  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 March 31, 1998.


                                     At March 31, 1998
                 -------------------------------------------------------
                      Core Capital              Risk-Based Capital
                 ------------------------  -----------------------------
                   Amount           %         Amount            %    (1)
                 ------------   ---------  --------------   ------------

Capital Position     $36,123      12.3%     $ 36,998         25.5%
Regulatory
  Requirement         11,765       4.0%       11,610          8.0%
Excess Capital
  over Regulatory
  Requirement        $24,358       8.3%     $ 25,388         17.5%

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


                                       9
<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 $1,120,265 and $2,145,453 or
$0.33 and $0.63 per share for the three and six months  ended  March 31, 1998 as
compared to $1,034,761  and $1,978,490 or $0.27 and $0.57 per share for the same
period ended 1997. The increase was primarily due to higher net interest  income
combined with lower expenses.

NET INTEREST INCOME

Net interest  income was  $2,755,668 for the three months and $5,389,656 for the
six months ended March 31, 1997 as compared to $2,526,469 and $5,089,103 for the
same period  ended 1997.  Interest  income  increased  $396,117  and $654,537 to
$5,725,235 and $11,369,098 for the three and six months  primarily due to higher
volumes of loans. Interest expense increased $163,891 and $357,151 to $2,967,025
and  $5,971,779  for the three and six months  primarily  due to higher  deposit
volumes.  Provision for loan loss decreased  $3,167 to $7,663 for the six months
ended  March 31,  1998,  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
six  months  ended  March 31,  1998 and 1997.  (dollars  in  thousands) 

                              1998                            1997
                -------------------------------- -------------------------------
                 Average    Interest   Effective  Average   Interest  Effective
                 Balance      Yield      Rate     Balance     Yield     Rate
                ----------- -------- ----------- ---------- --------- ----------
Loans            $244,131    $9,943     8.15%     $226,993   $9,223      8.13%
Securities         33,184       956     5.76%       33,889      965      5.70%
Mortgage-backed
     securities       471        23     9.77%          605       28      9.26%
Other              13,278       447     6.73%       17,347      499      5.75%
                ----------- --------             ---------- ---------
Combined          291,064    11,369     7.81%      278,834   10,715      7.69%
                ----------- --------             ---------- ---------
NOW and savings
     deposits      72,209     1,027     2.84%       68,836      927      2.69%
Certificates of 
     deposit      171,689     4,852     5.65%      165,445    4,638      5.61%
Borrowings          3,761        93     4.95%        2,025       50      4.94%
                ----------- --------             ---------- ---------
Combined          247,659     5,972     4.82%      236,306    5,615      4.75%
                ----------- --------             ---------- --------- 
Net interest income/
   interest rate spread      $5,397     2.99%                $5,100      2.94%
                            ========  =========             =========  =========
                                       10
<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)
                               
                    Six months ended March 31, 1998 vs. 1997
                           Rate    Vol       Total
                         -------  --------  -------
Loans                     $ 23     $697      $720
Securities                  11      (20)       (9)
Mortgage-backed
     securities              1       (6)       (5)
Other                       77     (129)      (52)
                         ------   -------   -------
Total                      112      542       654
                         ------   -------   -------

NOW and savings deposits    54       46       100
Certificates of deposit     34      180       214
Short-term borrowings        -       43        43
                         ------   -------   -------
Total                       88      269       357
                         ------   -------   -------
Net interest income       $ 24     $273      $297
                         ======   =======   =======

NON-PERFORMING ASSETS AND SUMMARY OF LOAN LOSS EXPERIENCE

Non-performing  assets at March 31, 1998 and  September 30, 1997 are as follows:
(dollars in thousands)

                                    March 31, 1998    September 30, 1997
Non-accruing loans                      $529              $658
Loans contractually past due 90 days
     or more other than nonaccruing       59                64
Real estate owned                         31                 -
                                       -------           -------
                                        $619              $722
                                       =======           =======

                                       11
<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 six
months ended March 31, 1998 and 1997. (dollars in thousands)
 
                                   Loans           REO
                              --------------- ---------------
                               1998    1997    1998    1997
                              ------- ------- ------- -------
Balance at 9/30                $887    $887     $-     $ -
Provision adjustment charged
     (credited) to expense        8      11      6       -
Chargeoffs                      (19)    (36)     -       -
Recoveries                       18      11      -       -
                              ------- ------- ------- -------
Balance at 12/31               $894    $873     $6     $ -
                              ======= ======= ======= =======
                               

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 March 31,
1998, asset balances and the corresponding  allocation of the provision for loan
losses were as follows: (dollars in thousands)

                             Asset        Allocation of
                            Balance         Reserve
                          -----------     ------------
       Loss                $     25            $ 25
       Doubtful                   -               -
       Substandard              685             137
       Unclassified         299,941             732
                          -----------     ------------
                           $300,651            $894
                          ===========     ============
                          
                                       12
<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)
                               

Balance at end of period      March 31,1998    March 31, 1997
                            ----------------- ----------------
     applicable to:         
                           
Residential Mortgage Loans   $ 15     92.5%    $  -    92.7%
Commercial Real Estate Loans    -      2.1%       -     2.1%
Commercial and Other Loans      -        -        -     -
Consumer Loans                  4      5.4%       5     5.2%
Unallocated                   875               868
                            ------- --------- ------ --------
Total                        $894    100.0%    $873   100.0%
                            ======= ========= ====== ========

                                       13
<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 increased slightly to $177,112 and $335,763 as
compared  to  $157,467  and  $315,237  for the same  periods  one year ago.  The
increase was attributable to higher trust income.

NON-INTEREST EXPENSE

Total  non-interest  expense  for  the six  months  ended  March  31,  1998  was
$2,250,421 as compared to $2,190,830 for 1997. The increase was due to increased
equipment expenses due to the addition of new mortgage loan processing software,
and other computer  upgrades being  undertaken in anticipation of the year 2000,
and  increases  in trust  expense  and NOW  department  expense  due to software
upgrades which  necessitate  higher support fees. These increases were partially
offset  by lower  deposit  insurance  premiums  due to the  September  30,  1996
recapitalization of the SAIF insurance fund, and the resulting lower premiums on
insured deposits.


INCOME TAXES

Income  taxes for the six  months  ended  March 31,  1998  were  $1,329,545,  as
compared  to  $1,235,020  for a year ago.  The higher tax figure  this year is a
result of higher pretax income.


                                       14
<PAGE>

                           PART II. OTHER INFORMATION

                                 PEOPLES BANCORP
                                 AND SUBSIDIARY


Item 6.  Reports on Form 8-K

No reports on Form 8-K were filed during the three months ended March 31, 1998.



                                       15
<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: April 15, 1998                               Maurice F. Winkler III
                                           President and Chief Operating Officer



Date:  April 15,1998                              Deborah K. Stanger
                                      Vice President and Chief Financial Officer


                                       16

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