PEOPLES BANCORP
10-Q, 1998-07-21
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, 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                      3,375,165 shares
- ------------------------------------                      ----------------
      (Title of class)                            (Outstanding at July 21, 1998)

<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, 1998 and September 30, 1997.........................3

            Consolidated Statement of Income for the three
            and nine months ended June 30, 1998 and 1997.......................4

            Consolidated  Statement of Changes in Stockholders' Equity for
            the nine months ended June 30, 1998................................5

            Consolidated Statement of Cash Flows for the
            nine months ended June 30, 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

<PAGE>

                                 PEOPLES BANCORP
                                 AND SUBSIDIARY

                  CONSOLIDATED STATEMENT OF FINANCIAL CONDITION

                         ASSETS
                                                    June 30,      September 30,
                                                      1998             1997
                                                 ---------------- --------------
                                                   (Unaudited)

Cash                                                 $ 5,157,102     $ 2,993,154
Short-term interest-bearing deposits                           -       7,738,990
                                                 ---------------- --------------
    Total cash and cash equivalents                    5,157,102      10,732,144
Interest-bearing deposits                              2,475,041         976,000
Securities available for sale                         27,550,480      28,467,800
Securities held to maturity
   (approximate market value $7,150,847 and 
     $8,740,052                                        7,142,613       8,757,855
Mortgage-backed securities                               402,687         498,823
Loans:
     Loans                                           255,831,382     236,142,236
     Less: Allowance for loan losses                     922,023         886,567
                                                 ---------------- --------------
     Net loans                                       254,909,359     235,255,669
Premises and equipment                                 2,442,723       1,712,774
Federal Home Loan Bank of Indianapolis stock, at cost  2,217,700       2,062,200
Other assets                                           2,021,813       2,138,330
                                                 ---------------- --------------
    Total assets                                    $304,319,518    $290,601,595
                                                 ================ ==============

                           LIABILITIES

NOW and savings deposits                            $ 76,904,517    $ 70,539,511
Certificates of deposit                              172,149,749     171,250,628
Reverse Repurchase Agreements                          4,315,007       3,162,400
Federal Home Loan Bank advances                        4,000,000               -
Advances by borrowers for taxes and insurance              1,777           1,591
Other liabilities                                      1,403,297       1,349,295
                                                 ---------------- --------------
    Total liabilities                                258,774,347     246,303,425
                                                 ---------------- --------------

                       STOCKHOLDERS' EQUITY

Preferred stock, par value $1;
    Authorized and unissued -- 5,000,000 shars                 -               -
Common stock, par value $1;
    Authorized--7,000,000 shares:
    Issued and outstanding--3,356,699 and
         3,391,986 shares                              3,356,699       3,391,986
Additional paid-in capital                             4,515,984       5,263,589
Retained earnings--substantially restricted           37,610,644      35,573,293
Net unrealized loss on securities available for sale      61,844          69,302
                                                 ---------------- --------------
    Total stockholders' equity                        45,545,171      44,298,170
                                                 ---------------- --------------
    Total liabilities and stockholders' equit       $304,319,518    $290,601,595
                                                 ================ ==============

See notes to consolidated financial statement.


<PAGE>


                                 PEOPLES BANCORP
                                 AND SUBSIDIARY

                        CONSOLIDATED STATEMENT OF INCOME
                                   (Unaudited)

                                     Three months ended       Nine months ended
                                          June 30,                June 30,
                                  ----------------------------------------------
                                      1998      1997         1998         1997
                                  ---------- ----------- ------------ ----------
Interest Income:
 Loans                            $5,076,684 $4,740,015  $15,019,915 $13,963,217
 Securities                          588,997    511,219    1,544,826   1,475,674
 Mortgage-backed securities           10,387     13,038       33,154      41,146
 Other interest and dividend income  102,596    297,832      549,867     796,628
                                  ----------- ---------- ------------ ----------
                                   5,778,664  5,562,104   17,147,762  16,276,665
                                  ----------- ---------- ------------ ----------
Interest Expense:
  Now and savings deposits           541,666    501,397    1,568,533   1,428,626
  Certificates of deposit          2,409,587  2,342,740    7,261,826   6,980,933
  Short-term borrowings               54,910     30,015      147,583      79,221
  Federal Home Loan Bank Advances     28,886          -       28,886           -
                                  ----------- ---------- ------------ ----------
                                   3,035,049  2,874,152    9,006,828   8,488,780
                                  ----------- ---------- ------------ ----------
Net Interest Income                2,743,615  2,687,952    8,140,934   7,787,885
  Provision for losses on loans       34,253     22,700       41,916      33,530
                                  ----------- ---------- ------------ ----------
Net Interest Income After Provision
   for Losses on Loans             2,709,362  2,665,252    8,099,018   7,754,355
                                  ----------- ---------- ------------ ----------
Other Income:
 Trust income                         20,044     12,726       65,799      40,290
 Fees and service charges            121,532    111,051      339,628     324,333
 Other income                         25,899     26,823       97,811     101,214
                                  ----------- ---------- ------------ ----------
                                     167,475    150,600      503,238     465,837
                                  ----------- ---------- ------------ ----------
Other Expense:
 Salaries and employee benefits      650,514    602,862    1,844,225   1,788,597
 Net occupancy expenses               80,927     69,837      232,167     220,618
 Equipment expenses                  103,733     29,443      252,048     131,350
 Data processing expense             131,946     48,732      292,922     207,954
 Deposit insurance expense            37,463     37,703      112,658     179,071
 Other expenses                      248,490    256,692      769,474     708,509
                                  ----------- ---------- ------------ ----------
                                   1,253,073  1,045,269    3,503,494   3,236,099
                                  ----------- ---------- ------------ ----------
Income Before Income Tax           1,623,764  1,770,583    5,098,762   4,984,093
  Income tax expense                 618,080    677,480    1,947,625   1,912,500
                                  ----------- ---------- ------------ ----------
Net Income                        $1,005,684  $1,093,103  $3,151,137  $3,071,593
                                  =========== ========== ============ ==========

Basic Income Per Common Share         $0.30      $0.32        $0.92       $0.89
Diluted Income Per Common Share       $0.30      $0.32        $0.92       $0.89
Average Common Shares Outstanding  3,368,281  3,444,413    3,424,951   3,456,522

See notes to consolidated financial statements.


<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
     ($.33 per share)             -            -            -     (1,113,786)            -         (1,113,786)

Net change in unrealized
gain (loss) on securities
available for sale                -            -            -              -        (7,458)            (7,458)

Repurchase of stock         (35,287)     (35,287)    (747,605)             -             -           (782,892)

Net income for the
    nine months ended
    June 30, 1998                 -            -            -      3,151,137             -          3,151,137
                         ----------- ------------ ------------  -------------  ----------------- -------------
Balances, June 30,
    1998                  3,356,699   $3,356,699   $4,515,984    $37,610,644       $61,844        $45,545,171
                         =========== ============ ============  =============  ================= =============
</TABLE>

See notes to consolidated financial statements.


<PAGE>

                                 PEOPLES BANCORP
                                 AND SUBSIDIARY

                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (Unaudited)

                                                            Nine months ended
                                                                June 30,
                                                      --------------------------
                                                          1998          1997
                                                      ------------- ------------
Operating Activities:
  Net income                                           $3,151,137    $3,071,593
  Adjustments to reconcile net income to net
     cash provided by operating activities:
    Provision for loan losses                              41,916        33,530
    Depreciation and amortization                         311,359       151,646
    Amortization of premiums and discounts on
      investment securities                              (104,055)      (46,633)
    Amortization of deferred loan fees                   (283,496)     (211,556)
  Change in:
    Interest receivable                                    31,891       145,886
    Interest payable                                       57,736       (28,304)
  Other adjustments:                                       38,726      (857,596)
                                                     ------------- -------------
         Net cash provided by operating activities      3,245,214     2,258,566
                                                     ------------- -------------
Investing Activities:
  Purchases of interest-bearing deposits               (5,425,041)     (975,000)
  Proceeds from maturities of interest-bearing deposits 3,926,000             -
  Purchases of investment securities                   (7,007,549)  (10,021,120)
  Proceeds from maturities of investment
    securities                                          9,685,000    13,423,571
  Payments on mortgage-backed securities                   97,945       104,301
  Net change in loans                                 (19,497,275)   (5,933,520)
  Purchases of premises and equipment                  (1,041,308)     (348,235)
  Proceeds from sales of real estate owned                115,026        28,500
  Purchase of Federal Home Loan Bank stock               (155,500)      (57,800)
                                                     ------------- -------------
         Net cash used by investing activities        (19,302,702)   (3,779,303)
                                                     ------------- -------------
Financing Activities:
  Net change in:
     NOW and savings accounts                           6,363,806     2,909,177
     Certificates of deposit                              855,238     1,804,046
     Short-term borrowings                              1,152,607     2,836,200
     FHLB advances                                      4,000,000             -
  Net change in advances by borrowers for
     taxes and insurance                                      186          (932)
  Cash dividends                                       (1,106,469)   (1,031,107)
  Repurchase of common stock                             (782,922)   (1,056,258)
                                                     ------------- ------------
         Net cash provided by financing activities     10,482,446     5,461,126
                                                     ------------- -------------
Net Change in Cash and Cash Equivalents                (5,575,042)    3,940,389
Cash and Cash Equivalents, Beginning of Period         10,732,144    11,031,745
                                                     ------------- -------------
Cash and Cash Equivalents, End of Period              $ 5,157,102   $14,972,134
                                                     ============= =============

Additional Cash Flows and Supplementary Information:
   Interest paid                                      $ 8,949,092   $ 8,508,610
   Income tax paid                                      1,930,382     1,156,300

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, 1998
             and 1997, and at June 30, 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 nine months ended June
30, 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 June 9, 1998,  payable
on July 23, 1998, to stockholders of record as of July 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 June 30,
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
June 30, 1998.


<PAGE>

                                 PEOPLES BANCORP
                                 AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

   (Information with respect to the three and nine months ended June 30, 1998
             and 1997, and at June 30, 1998 and 1997, is unaudited.)


5.  COMMITMENTS TO FUND LOANS

Commitments to fund mortgage loans are as follows:


                             June 30, 1998       September 30, 1997
                          --------------------  -----------------------
                            Amount       Rate       Amount       Rate
                          ------------ -------  ------------- ---------

     Adjustable rate       $3,994,500             $  114,000
     Fixed rate             5,900,000    7.32%     5,364,570      7.66%
                          ------------ =======   ------------   ========
                           $9,894,500             $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 June 30, 1998, the Company has repurchased
60,910 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.


<PAGE>


                                 PEOPLES BANCORP
                                 AND SUBSIDIARY

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


FINANCIAL CONDITION

Total assets at June 30, 1998 were $304,319,518, an increase of $13,717,923 from
September  30,  1997.  The  increase is  attributable  primarily  to loans which
increased $19,653,690 to $254,909,359,  and interest-bearing time deposits which
increased  $1,499,041 to $2,475,041.  These  increases were partially  offset by
decreases in investment securities and short-term interest-bearing deposits.

Total  deposits  were  $249,054,266  at June 30, 1998, an increase of $7,264,127
since September 30, 1997.

LIQUIDITY

As calculated for regulatory purposes,  liquidity was 11.03% at June 30, 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 June 30, 1998.


                                At June 30, 1998
                  ---------------------------------------------
                      Core Capital         Risk-Based Capital
                  -------------------  ------------------------
                   Amount      %         Amount        %      (1)
                  --------- ---------  ---------- -------------

Capital Position   $37,049    12.5%     $37,944      24.7%
Regulatory
  Requirement       11,897     4.0%      12,288       8.0%
Excess Capital
  over Regulatory
  Requirement      $25,152     8.5%     $25,656      16.7%

(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 $1,005,684 and $3,151,137 or
$0.30 and $0.92 per share for the three and nine  months  ended June 30, 1998 as
compared to $1,093,103  and $3,071,593 or $0.32 and $0.89 per share for the same
period ended 1997. The increase was primarily due to higher net interest  income
partially offset by higher operating expenses.

NET INTEREST INCOME

Net interest  income was  $2,709,362 for the three months and $8,099,018 for the
nine months ended June 30, 1998 as compared to $2,665,252 and $7,754,355 for the
same period  ended 1997.  Interest  income  increased  $216,560  and $871,097 to
$5,778,664 and $17,147,762 for the three and nine months primarily due to higher
volumes of loans. Interest expense increased $160,897 and $518,048 to $3,035,049
and $9,006,828 for the three and nine months primarily due to higher deposit and
borrowing  volumes.  Provision for loan loss increased $8,386 to $41,916 for the
nine months ended June 30, 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
nine  months  ended  June 30,  1998 and 1997.  (dollars  in  thousands)  

                                   1998                          1997
                        ---------------------------- ---------------------------
                        Average  Interest Effective  Average  Interest Effective
                        Balance    Yield    Rate     Balance   Yield    Rate
                        -------- -------- ---------- --------- -------  ------
Loans                  $242,627  $15,020    8.25%    $228,416  $13,963   8.15%
Securities               35,312    1,545    5.83%      33,727    1,476   5.84%
Mortgage-backed 
     securities             456       33    9.65%         586       41   9.33%
Other                    10,895      550    6.73%      17,613      797   6.03%
                        -------- --------            --------- --------
Combined                289,290   17,148    7.90%     280,342   16,277   7.74%
                        -------- --------            --------- --------
NOW and savings
     deposits            73,540    1,569    2.84%      69,494    1,429   2.74%
Certificates of deposit 172,031    7,262    5.63%     165,830    6,981   5.61%
Borrowings                4,671      176    5.02%       3,570       79   2.95%
                        -------- --------            --------- --------
Combined                250,242    9,007    4.80%     238,894    8,489   4.74%
                        -------- --------            --------- --------
Net interest income/
   interest rate spread          $ 8,141   3.10%               $ 7,788   3.00%
                                 ========  ======              ========= ======
<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, 1998 vs. 1997
                          Rate    Volume    Total
                         ------  --------  --------
Loans                     $174    $883     $1,057
Securities                  (2)     71         69
Mortgage-backed
     securities              -      (8)        (8)
Other                      108    (355)      (247)
                         ------  --------  --------
Total                      280     591        871
                         ------  --------  --------

NOW and savings deposits    54      86        140
Certificates of deposit     24     257        281
Short-term borrowings       60       8         68
FHLB advances                -      29         29
                         ------  --------  --------
Total                      138     380        518
                         ------  --------  --------
Net interest income       $142    $211       $353
                         ======   =======  ========
                
NON-PERFORMING ASSETS AND SUMMARY OF LOAN LOSS EXPERIENCE

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


                                     June 30, 1998  September 30, 1997
Non-accruing loans                      $482               $658
Loans contractually past due 90 days
     or more other than nonaccruing       51                 64
Real estate owned                          -                  -
                                       -------            -------
                                        $533               $722
                                       =======            ========

<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, 1998 and 1997. (dollars in thousands)
                                
                                   Loans           REO
                               -------------- -------------
                                1998   1997    1998   1997
                               ------ ------- ------ ------
Balance at 9/30                 $887   $887    $ -    $ -
Provision adjustment charged
     (credited) to expense        42     34      6      -
Chargeoffs                       (32)   (61)    (6)     -
Recoveries                        25     19      -      -
                               ------ ------ ------ ------
Balance at 6/30                 $922   $879    $ -    $ -
                               ====== ====== ====== ======


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,
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                $     27         $ 27
       Doubtful                   -            -
       Substandard              650          130
       Unclassified         303,643          765
                          ----------     --------
                           $304,320         $922
                          ==========     ========

<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             June 30,      June 30,
                                --------------- ---------------
     applicable to:                  1998             1997
                                ---------------  --------------
Residential Mortgage Loans       $ 15    92.1%    $  -    92.8%
Commercial Real Estate Loans        -     2.2%       -     2.1%
Commercial and Other Loans          -       -        -     -
Consumer Loans                     12     5.7%      26     5.1%
Unallocated                       895              868
                                ------  ------   ------ -------
Total                            $922   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 increased slightly to $167,475 and $503,238 as
compared  to  $150,600  and  $465,837  for the same  periods  one year ago.  The
increase was attributable to higher trust and fee income.

NON-INTEREST EXPENSE

Total  non-interest  expense  for the  nine  months  ended  June  30,  1998  was
$3,503,494 as compared to $3,236,099 for 1997. The increase was due to increased
equipment expenses due to the addition of new mortgage loan processing software,
ATM machines 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 nine  months  ended  June 30,  1998 were  $1,947,625,  as
compared  to  $1,912,500  for a year ago.  The higher tax figure  this year is a
result of higher pretax income.


<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 June 30, 1998.


<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 21, 1998                               Maurice F. Winkler III
                                           President and Chief Operating Officer



Date: July 21,1998                                Deborah K. Stanger   
                                      Vice President and Chief Financial Officer


<PAGE>

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<FISCAL-YEAR-END>                          SEP-30-1998
<PERIOD-END>                               JUN-30-1998
<CASH>                                         5157102
<INT-BEARING-DEPOSITS>                               0
<FED-FUNDS-SOLD>                                     0
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                                0
                                          0
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<LOANS-NON>                                     482000
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