PEOPLES BANCORP
10-Q, 1999-01-20
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



December 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                     3,261,534 shares
- ------------------------------------                     ----------------
            (Title of class)                  (Outstanding at January  19, 1998)



<PAGE>

                                 PEOPLES BANCORP
                                 AND SUBSIDIARY

                                                                                
                                                                           Page 
                                                                          Number
Part I   Financial Information:

Item 1.  Consolidated Financial Statements

        Consolidated Statement of Financial Condition
        as of December 301 1998 and September 30, 1998.........................3
        
        Consolidated Statement of Income for the three
        months ended December 13, 1998 and 1997................................4

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

        Consolidated Statement of Cash Flows for the
        three months ended December 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

<PAGE>


                          PART I. FINANCIAL INFORMATION

                                 PEOPLES BANCORP
                                 AND SUBSIDIARY

                  CONSOLIDATED STATEMENT OF FINANCIAL CONDITION

                         ASSETS
                                                      December 31, September 30,
                                                          1998        1998
                                                     ------------ ------------
Cash                                                 $  5,491,361  $ 3,567,625
Short-term interest-bearing deposits                    3,925,360            -
                                                     ------------ ------------
    Total cash and cash equivalents                     9,416,721    3,567,625
Interest-bearing deposits                               5,318,000      718,000
Securities available for sale                          20,631,532   21,877,758
Securities held to maturity
   (approximate market value $714,634 and $4,716,777)     699,416    4,695,993
Mortgage-backed securities                                345,387      372,282
Loans:
     Loans                                            274,205,753  267,605,591
     Less: Allowance for loan losses                      974,898      947,008
                                                     ------------ ------------
     Net loans                                        273,230,855  266,658,583
Premises and equipment                                  2,354,056    2,396,878
Federal Home Loan Bank of Indianapolis stock,at cost    2,217,700    2,217,700
Other assets                                            1,754,972    2,431,962
                                                     ------------ ------------
    Total assets                                     $315,968,639 $304,936,781
                                                     ============ ============

                            LIABILITIES

Bank overdraft                                       $          - $  1,171,306
NOW and savings deposits                               83,047,060   75,428,503
Certificates of deposit                               178,794,103  173,116,777
Reverse Repurchase Agreements                           3,363,034    4,202,653
Federal Home Loan Bank advances                         4,000,000    5,000,000
Advances by borrowers for taxes and insurance               2,005          998
Other liabilities                                       1,819,423    1,345,917
                                                     ------------ ------------
    Total liabilities                                 271,025,625  260,266,154
                                                     ------------ ------------

                       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--3,261,534 and
         3,280,684 shares                               3,261,534    3,280,684
Additional paid-in capital                              2,655,507    3,020,798
Retained earnings--substantially restricted            38,965,327   38,272,422
Accumulated other comprehensive income                     60,646       96,723
                                                     ------------ -------------
    Total stockholders' equity                         44,943,014   44,670,627
                                                     ------------ ------------
    Total liabilities and stockholders' equity       $315,968,639 $304,936,781
                                                     ============ ============

See notes to consolidated financial statement


<PAGE>


                                                            PEOPLES BANCORP
                             AND SUBSIDIARY

                    CONSOLIDATED STATEMENT OF INCOME
                               (Unaudited)

                                                 Three months ended
                                                    December 31,
                                       --------------------------------------
                                          1998                       1997
                                       -----------                -----------
Interest Income:
    Loans                              $5,359,236                 $4,914,655
    Securities                            344,885                    498,034
    Mortgage-backed securities              9,062                     11,501
    Other interest and dividend income    132,499                    219,673
                                       -----------                -----------
                                        5,845,682                  5,643,863
                                       -----------                -----------

Interest Expense:
     Now and savings deposits             552,657                    516,787
     Certificates of deposit            2,387,545                  2,445,742
     Short-term borrowings                 40,892                     42,225
     Federal Home Loan Bank Advances       63,206                          -
                                       -----------                -----------
                                        3,044,300                  3,004,754
                                       -----------                -----------
Net Interest Income                     2,801,382                  2,639,109
     Provision for losses on loans         30,942                      5,121
                                       -----------                -----------
Net Interest Income After Provision
      for Losses on Loans               2,770,440                  2,633,988
                                       -----------                -----------

Other Income:
    Trust income                            8,138                     16,858
    Fees and service charges              142,381                    111,670
    Other income                           39,093                     30,123
                                       -----------                -----------
                                          189,612                    158,651
                                       -----------                -----------

Other Expense:
    Salaries and employee benefits        595,402                    630,640
    Net occupancy expenses                 78,925                     68,956
    Equipment expenses                    105,345                     59,539
    Data processing expense               101,583                     77,731
    Deposit insurance expense              35,824                     37,579
    Other expenses                        288,882                    263,676
                                       -----------                -----------
                                        1,205,961                  1,138,121
                                       -----------                -----------
Income Before Income Tax                1,754,091                  1,654,518
     Income tax expense                   669,800                    629,330
                                       -----------                -----------
Net Income                             $1,084,291                 $1,025,188
                                       ===========                ===========

Basic Income Per Common Share            $0.33                      $0.30
Diluted Income Per Common Share          $0.33                      $0.30
Average Common Shares Outstanding    3,270,559                  3,391,460

See notes to consolidated financial statements.


<PAGE>

<TABLE>

                                                                             PEOPLES BANCORP
                                                                              AND SUBSIDIARY

                                                         CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                                                                (Unaudited)


                                                                                                                                    
                                                                                                  Accumulated
                                        Common Stock                   Retained                     Other
                                    --------------------  Additional   Earnings                  Comprehensive    
                                      Number               Paid-in  (Substantially Comprehensive    Income
                                    of Shares   Amount     Capital    Restricted)     Income      Net of Tax       Total
<S>                                 <C>       <C>        <C>        <C>            <C>           <C>           <C>
                                    --------- ---------- ---------- -------------- ------------- ------------- ------------
Balances, September 30,
1998                                3,280,684 $3,280,684 $3,020,798  $38,272,422   $        -      $ 96,723    $44,670,627

Unrealized gains (losses) on
  securities available for sale             -          -          -            -      (36,077)      (36,077)       (36,077)

Cash dividends
  ($.12per share)                           -          -          -     (391,386)                         -       (391,386)

Repurchase of stock                   (19,150)   (19,150)  (365,291)           -                          -       (384,441)
 
Net income for the
 three months ended   
 December 31, 1998                          -          -          -    1,084,291    1,084,291            -       1,084,291
                                    --------- ---------- ----------  -----------   ----------     --------     -----------
Balances, December 31,
 1998                               3,261,534 $3,261,534 $2,655,507  $38,965,327   $1,048,214     $ 60,646     $44,943,014
                                    ========= ========== ==========  ===========   ==========     ========     ============

See notes to consolidated financial statements.
</TABLE>
<PAGE>

                            
                                 PEOPLES BANCORP
                                 AND SUBSIDIARY

                      CONSOLIDATED STATEMENT OF CASH FLOWS


                                                         Threee months ended
                                                             December 31,
                                                    ----------------------------
                                                        1998           1997
                                                    -------------  -------------

Operating Activities:
  Net income                                          $1,084,291     $1,025,188
  Adjustments to reconcile net income to net
     cash provided by operating activities:
    Provision for loan losses                             30,942          5,121
    Depreciation and amortization                        105,322         69,594
    Amortization of premiums and discounts on
      investment securities                              (17,686)       (74,707)
    Amortization of deferred loan fees                  (116,556)       (77,251)
  Change in:
    Interest receivable                                  183,136          1,607
    Interest payable                                      49,775         (4,778)
  Other adjustments:                                    (762,922)       533,790
                                                    -------------  -------------
         Net cash provided by operating activities       556,302      1,478,564
                                                    -------------  -------------
Investing Activities:
  Net change in  interest-bearing deposits            (4,600,000)    (1,720,000)
  Purchases of securities-held to maturity                     -              -
  Purchases of investment securities-avilable for sale  (187,322)    (1,506,462)
  Proceeds from maturities of investment
    securities-held to maturity                        4,027,498         33,544
  Proceeds from maturities of securities-available
    for sale                                           2,100,000      2,000,000
  Net change in mutual funds                             (96,785)      (545,266)
  Net change in loans                                 (6,509,027)    (6,409,226)
  Purchases of premises and equipment                    (62,500)       (68,960)
  Proceeds from sales of real estate owned                     -              -
                                                    -------------  -------------
         Net cash used by investing activities        (5,328,136)    (8,216,370)
                                                    -------------  -------------
Financing Activities:
  Net change in:
     NOW and savings accounts                          7,612,784        791,306
     Certificates of deposit                           5,624,708        954,186
     Short-term borrowings                              (839,619)       991,911
     FHLB advances                                    (1,000,000)             -
  Net change in advances by borrowers for
     taxes and insurance                                   1,007          1,034
  Cash dividends                                        (393,509)      (361,812)
  Repurchase of common stock                            (384,441)       (23,823)
                                                    -------------  -------------
     Net cash provided by financing activities        10,620,930      2,352,802
                                                    -------------  -------------
Net Change in Cash and Cash Equivalents                5,849,096     (4,385,004)
Cash and Cash Equivalents, Beginning of Period         3,567,625     10,732,144
                                                    -------------  -------------
Cash and Cash Equivalents, End of Period              $9,416,721     $6,347,140
                                                    =============  =============

Additional Cash Flows and Supplementary Information:
   Interest paid                                      $2,994,525     $3,009,532
   Income tax paid                                       257,991        174,414

See notes to consolidated financial statements.

<PAGE>

                                 PEOPLES BANCORP
                                 AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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


3.  CASH DIVIDEND

A cash  dividend of $.12 per common  share was  declared on December  15,  1998,
payable on January 21, 1999, to stockholders of record as of January 4, 1999.


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 December
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 December 31, 1998.





                                 PEOPLES BANCORP
                                 AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

      (Information with respect to the three months ended December 31, 1998
           and 1997, and at December 31, 1998 and 1997, is unaudited.)


5.  COMMITMENTS TO FUND LOANS

Commitments to fund mortgage loans are as follows:


                              December 31, 1998      September 30, 1998
                          -----------------------  ----------------------
                              Amount      Rate         Amount      Rate
                          -------------  -------   -------------  -------
     Adjustable rate        $3,940,950               $2,776,050
     Fixed rate              3,519,050    7.10%       3,970,570    7.22%
                          -------------  =======   -------------  =======
                            $7,460,000               $6,746,620
                          ==============           =============




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  December  31,  1998,  the  Company has
repurchased 156,108 shares of its outstanding stock under this plan.

7.  RECLASSIFICATIONS

Certain  amounts  in  the  1998  consolidated  financial  statements  have  been
reclassified to conform to the 1999 presentation.


8.  COMPREHENSIVE INCOME

The  Company  adopted  Statement  of  Financial  Accounting  Standards  No. 130,
Reporting Comprehensive Income for the fiscal year starting October 1, 1998. The
only comprehensive  income item affecting the company is the net unrealized gain
on available for sale securities.  This item is presented, net of tax as part of
the Consolidated Statement of Changes in Stockholders' Equity.

<PAGE>

                                 PEOPLES BANCORP
                                 AND SUBSIDIARY

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


FINANCIAL CONDITION

Total assets at December 31, 1998 were $315,968,639,  an increase of $11,031,858
from September 30, 1998. The increase is  attributable  primarily to loans which
increased $6,572,272 to $273,230,855,  cash and cash equivalents which increased
$5,849,096 to $9,416,721,  and  interest-bearing  time deposits which  increased
$4,600,000 to $5,318,000.  These increases were partially offset by decreases in
investment securities.

Total  deposits  were   $261,841,163  at  December  31,  1998,  an  increase  of
$13,295,883 since September 30, 1998.

LIQUIDITY

As calculated for regulatory purposes,  liquidity was 5.21% at December 31, 1998
as compared to 9.42% at September 30, 1998.  Liquidity and loan  repayments  may
need to be supplemented  with borrowings from the Federal Home Loan Bank 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 December 31, 1998.


                                             At December 31, 1998
                               -------------------------------------------------
                                                 Required for       To Be Well
                                  Actual     Adequate Capital(1) Capitalized (1)
                               -------- ----- ------------------- --------------
                                Amount    %    Amount      %       Amount     %
                               -------- ----- -------- ---------- -------- -----

Total risk-based capital (1)
 (to risk-weighted assets)     $36,980  22.6% $13,104     8.0%    $16,380  10.0%
Tier 1 Capital (1)
 (to adjusted tangible assets) $36,038  11.6% $12,400     4.0%    $18,603   6.0%
Tier 1 Capital (1)
 (to adjusted total assets)    $36,038  11.6% $12,400     4.0%    $15,502   5.0%

(1) as defined by regulatory agencies

<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 $1,084,291 or $0.33 per share
for the three months ended  December 31, 1998 as compared to $1,025,188 or $0.30
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 $2,770,440 for the three months ended December 31, 1998
as  compared to  $2,633,988  for the same period  ended  1997.  Interest  income
increased  $201,819 to $5,845,682  for the three months  primarily due to higher
volumes of loans. Interest expense increased $39,546 to $3,044,300 primarily due
to higher  deposit and  borrowing  volumes.  Provision  for loan loss  increased
$25,821 to $30,942 for the three  months ended  December  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
three months ended  December 31, 1998 and 1997.  (dollars in thousands)  

                                 1998                          1997
                     ----------------------------- -----------------------------
                      Average   Interest Effective   Average  Interest Effective
                      Balance    Yield     Rate      Balance   Yield     Rate
                     ---------- -------- --------- ---------- -------- ---------
Loans                 $274,406   $5,359    7.81%    $238,282   $4,915   8.25%
Securities              19,376      345    7.12%      37,923      543   5.73%
Mortgage-backed
     securities            362        9    9.94%         481       11   9.15%
Other                    9,732      133    5.47%       9,722      175   7.20%
                     ---------- --------           ---------- --------
Combined               303,876    5,846    7.70%     286,408    5,644   7.88%
                     ---------- --------           ---------- --------
NOW and savings
     deposits           78,543      553    2.82%      71,934      517   2.87%
Certificates of
     deposit           173,976    2,388    5.49%     171,936    2,446   5.69%
Borrowings               8,314      104     5.00%      3,491       42   4.81%
                     ---------- --------           ---------- --------
Combined              $260,833    3,045    4.67%    $247,361    3,005   4.86%
                     ---------- --------           ---------- --------
Net interest income/
   interest rate spread          $2,801    3.03%               $2,639   3.02%
                                ======== ========             ======== =======


<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)

                      Three months ended December 31, 1998 vs. 1997
                             Rate      Volume     Total
                           --------  ---------  --------
Loans                       $(272)     $ 717     $ 445
Securities                    122       (275)     (153)
Mortgage-backed
     securities                 -         (3)       (3)
Other                         (87)         -       (87)
                           -------   ---------  --------
Total                        (237)       439       202
                           -------   ---------  --------
NOW and savings deposits       (9)        45        36
Certificates of deposit       (87)        29       (58)
Short-term borrowings           -         (1)       (1)
FHLB advances                   -         63        63
                           -------   ---------  --------
Total                         (96)       136        40
                           -------   ---------  --------
Net interest income         $(141)     $ 303     $ 162
                           =======   =========  ========



NON-PERFORMING ASSETS AND SUMMARY OF LOAN LOSS EXPERIENCE

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


                                     December 31,1998     September 30, 1998
                                     ----------------     ------------------
Non-accruing loans                        $486                 $729
Loans contractually past due 90 days
     or more other than nonaccruing         61                   23
Real estate owned                           22                    -
                                         ------               ------
                                          $569                 $752
                                         ======               ======

<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 three
months ended December 31, 1998 and 1997. (dollars in thousands)
                                
                                      Loans                  REO
                               ------------------   --------------------
                                 1998      1997        1998       1997
                               --------  --------   ---------   --------
Balance at 9/30                  $947      $887         $ -        $ -
Provision adjustment charged
     (credited) to expense         30         5           -          -
Chargeoffs                         (6)       (5)          -          -
Recoveries                          3        13           -          -
                               --------  --------   ---------   --------
Balance at 12/31                 $974      $900         $ -        $ -
                               ========  ========   =========   ========


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 December
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                 $     33         $ 33
       Doubtful                    -            -
       Substandard               572          114
       Unclassified          315,364          827
                          -----------    ---------
                            $315,969         $974
                          ===========    =========


<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        December 31,        December 31,
  applicable to:              ----------------   -----------------
                                   1998                1997
                              ----------------   -----------------
Residential Mortgage Loans     $790     92.1%     $699      92.4%
Commercial Real Estate Loans     20      2.2%       18       2.0%
Commercial and Other Loans        -        -         -         -
Consumer Loans                   65      5.7%       40       5.6%
Unallocated                      99                143
                              ------  --------   -------  --------
Total                          $974    100.0%     $900     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 to $189,612 as compared to $158,651
for the same periods one year ago. The increase was  attributable  to higher fee
income.

NON-INTEREST EXPENSE

Total  non-interest  expense for the three  months  ended  December 31, 1998 was
$1,205,961 as compared to $1,138,121 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  personnel  costs  due to the high  loan  origination
volume.  Since the Bank can  recognize  only the amount of points  charged which
cover  their cost to  originate a loan,  and must defer the rest,  the high loan
origination  volume  generates  higher fee  recognition,  which offsets a higher
portion of salary expense.


INCOME TAXES

Income  taxes for the three months ended  December  31, 1998 were  $669,800,  as
compared to $629,330 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  December 31,
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: January 19, 1999                              Maurice F. Winkler III
                                         President and Chief Operating Officer



Date: January 19, 1999                             Deborah K. Stanger
                                      Vice President and Chief Financial Officer




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