UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________ FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended MARCH 31, 2001 -------------- OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to ________ Commission File Number 000-27205 --------- PEOPLES BANCORP OF NORTH CAROLINA, INC. --------------------------------------- (Exact name of registrant as specified in its charter) NORTH CAROLINA 56-2132396 -------------- ---------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 518 West C Street NEWTON, NORTH CAROLINA 28658 ---------------------- ----- (Address of principal executive office) (Zip Code) (828) 464-5620 -------------- (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. 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. 3,218,714 SHARES OF COMMON STOCK, NO PAR VALUE, OUTSTANDING AT MAY 14, 2001. - --------------------------------------------------------------------------------
INDEX PART I - FINANCIAL INFORMATION PAGE(S) Item 1. Financial Statements Consolidated Balance Sheets at March 31, 2001 (Unaudited) and December 31, 2000 3 Consolidated Statements of Earnings for the three months ended March 31, 2001 and March 31, 2000 (Unaudited) 4 Consolidated Statements of Comprehensive Income for the three months ended March 31, 2001 and March 31, 2000 (Unaudited) 5 Consolidated Statements of Cash Flows for the three months ended March 31, 2001 and March 31, 2000 (Unaudited) 6-7 Notes to Consolidated Financial Statements (Unaudited) 8-9 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 10-12 Item 3. Quantitative and Qualitative Disclosures About Market Risk 13 PART II - OTHER INFORMATION Item 1. Legal Proceedings 14 Item 2. Changes in Securities and Use of Proceeds 14 Item 3. Defaults upon Senior Securities 14 Item 4. Submission of Matters to a Vote of Security Holders 14 Item 5. Other Information 14 Item 6. Exhibits and Reports on Form 8-K 14 Signatures 16 This Form 10-Q contains forward-looking statements. These statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated in the forward-looking statements. Factors that might cause such a difference include, but are not limited to, changes in interest rate environment, management's business strategy, national, regional, and local market conditions and legislative and regulatory conditions. Readers should not place undue reliance on forward-looking statements, which reflect management's view only as of the date hereof. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect subsequent events or circumstances. Readers should also carefully review the risk factors described in other documents the Company files from time to time with the Securities and Exchange Commission. 2
<TABLE> <CAPTION> PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS PEOPLES BANCORP OF NORTH CAROLINA, INC. AND SUBSIDIARY Consolidated Balance Sheets March 31, December 31, Assets 2001 2000 ------ ------------ ------------ (Unaudited) <S> <C> <C> Cash and due from banks $ 14,306,300 13,619,197 Federal funds sold 929,000 5,020,000 ------------ ------------ Cash and cash equivalents 15,235,300 18,639,197 Investment securities available for sale 69,291,690 71,564,844 Other investments 5,398,873 2,398,873 ------------ ------------ Total securities 74,690,563 73,963,717 Mortgage loans held for sale 3,105,440 1,563,700 Loans, net 426,997,215 406,226,100 Premises and equipment, net 14,556,180 12,907,968 Accrued interest receivable and other assets 5,723,399 5,701,105 ------------ ------------ Total assets $540,308,097 519,001,787 ============ ============ Liabilities and Shareholders' Equity ------------------------------------ Deposits: Demand $ 56,246,962 52,793,390 Interest-bearing demand 33,229,160 34,620,234 Savings 85,492,312 83,207,677 Time, $100,000 or more 144,358,547 129,111,812 Other time 150,089,108 150,340,229 ------------ ------------ Total deposits 469,416,089 450,073,342 Demand notes payable to U.S. Treasury 416,054 1,600,000 FHLB borrowings 22,285,714 21,357,142 Accrued interest payable and other liabilities 3,431,781 2,932,284 ------------ ------------ Total liabilities 495,549,638 475,962,768 ------------ ------------ Shareholders' equity: Preferred stock, no par value; authorized 5,000,000 shares; no shares issued and outstanding - - Common stock, no par value; authorized 20,000,000 shares; issued and outstanding 3,218,714 shares in 2001 and 2000 36,407,798 36,407,798 Retained earnings 7,676,678 6,627,533 Accumulated other comprehensive income 673,983 3,688 ------------ ------------ Total shareholders' equity 44,758,459 43,039,019 ------------ ------------ Total liabilities and shareholders' equity $540,308,097 519,001,787 ============ ============ See accompanying notes to consolidated financial statements. </TABLE> 3
<TABLE> <CAPTION> PEOPLES BANCORP OF NORTH CAROLINA, INC. AND SUBSIDIARY Consolidated Statements of Earnings (Unaudited) Three months ended March 31, 2001 and 2000 2001 2000 --------------- --------------- <S> <C> <C> Interest income: Interest and fees on loans $ 9,796,891 8,079,359 Interest on federal funds sold 31,676 21,942 Interest on investment securities: U.S. Treasury - 12,567 U.S. Government agencies 794,591 670,112 States and political subdivisions 247,422 254,859 Other 64,146 38,658 --------------- --------------- Total interest income 10,934,726 9,077,497 --------------- --------------- Interest expense: Interest bearing demand deposits 75,467 110,253 Savings deposits 797,408 752,277 Time deposits 4,692,374 2,913,530 FHLB borrowings 317,414 221,790 Other 21,905 17,212 --------------- --------------- Total interest expense 5,904,568 4,015,062 --------------- --------------- Net interest income 5,030,158 5,062,435 Provision for loan losses 429,500 256,500 --------------- --------------- Net interest income after provision for loan losses 4,600,658 4,805,935 --------------- --------------- Other income: Service charges 609,960 371,446 Other service charges and fees 128,374 94,732 Gain (loss) on sale of securities (8,736) - Mortgage banking income 204,827 89,909 Insurance and brokerage commissions 55,043 26,500 Miscellaneous 612,431 280,050 --------------- --------------- Total other income 1,601,899 862,637 --------------- --------------- Other expense: Salaries and employee benefits 2,447,965 2,221,395 Occupancy 694,800 591,834 Other 1,016,975 979,719 --------------- --------------- Total other expenses 4,159,740 3,792,948 --------------- --------------- Earnings before income taxes 2,042,817 1,875,624 Income taxes 671,800 606,000 --------------- --------------- Net earnings $ 1,371,017 1,269,624 =============== =============== Net earnings per share $ 0.43 0.39 =============== =============== Cash dividends declared per share $ 0.10 0.09 =============== =============== </TABLE> See accompanying notes to consolidated financial statements. 4
<TABLE> <CAPTION> PEOPLES BANCORP OF NORTH CAROLINA, INC. AND SUBSIDIARY Consolidated Statements of Comprehensive Income (Unaudited) Three months ended March 31, 2001 and 2000 2001 2000 -------------- ---------- <S> <C> <C> Net earnings $ 1,371,017 1,269,624 -------------- ---------- Other comprehensive income, net of tax: Unrealized gains (losses) on investment securities available for sale: Unrealized gains (losses) arising during the period, net of taxes of $431,052 and $(132,516), respectively 675,628 (207,705) Less reclassification adjustment for (gains) losses included in net earnings, net of taxes of $3,403 and $0, respectively 5,333 - -------------- ---------- Other comprehensive income 670,295 (207,705) -------------- ---------- Comprehensive income $ 2,041,312 1,061,919 ============== ========== </TABLE> See accompanying notes to consolidated financial statements. 5
<TABLE> <CAPTION> PEOPLES BANCORP OF NORTH CAROLINA, INC. AND SUBSIDIARY Consolidated Statements of Cash Flows (Unaudited) Three months ended March 31, 2001 and 2000 2001 2000 ------------- ------------ <S> <C> <C> Cash flows from operating activities: Net earnings $ 1,371,017 1,269,624 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation, amortization and accretion 323,280 189,971 Provision for loan losses 429,500 256,500 Loss on sale of investment securities 8,736 - Loss (gain) on sale of mortgage loans (5,095) 25,316 Loss on sale of premises and equipment 1,819 - Loss on sale of other real estate 4,419 - Change in: Other assets (315,492) (315,250) Other liabilities 499,497 943,916 Mortgage loans held for sale (1,536,645) 964,907 ------------- ------------ Net cash provided by operating activities 781,036 3,334,984 ------------- ------------ Cash flows from investing activities: Purchases of investment securities available-for-sale (11,822,733) (1,558,733) Proceeds from calls and maturities of investment securities available for sale 6,727,219 1,543,842 Proceeds from sales of investment securities available for sale 8,458,750 - Purchase of other investments (3,000,000) (238,773) Net change in loans (21,395,615) (14,448,443) Purchase of premises and equipment (4,430,092) (274,704) Proceeds from sale of premises and equipment 2,499,306 - Proceeds from sale of other real estate 12,731 - ------------- ------------ Net cash used in investing activities (22,950,434) (14,976,811) ------------- ------------ Cash flows from financing activities: Net change in deposits 19,342,747 17,345,083 Change in demand notes payable to U.S. Treasury (1,183,946) (536,618) Net change in FHLB borrowings 928,572 (71,428) Cash dividends (321,872) (292,632) ------------- ------------ Net cash provided by financing activities 18,765,501 16,444,405 ------------- ------------ Net change in cash and cash equivalents (3,403,897) 4,802,578 Cash and cash equivalents at beginning of the period 18,639,197 16,997,311 ------------- ------------ Cash and cash equivalents at end of the period $ 15,235,300 21,799,889 ============= ============ </TABLE> 6
<TABLE> <CAPTION> PEOPLES BANCORP OF NORTH CAROLINA, INC. AND SUBSIDIARY Consolidated Statements of Cash Flows (Unaudited) Three months ended March 31, 2001 and 2000 (Continued) <S> <C> <C> Supplemental disclosures of cash flow information: Cash paid during the year for: Interest $5,717,225 3,931,685 Income taxes $ 136,593 - Noncash investing and financing activities: Change in net unrealized gain (loss) on investment securities available for sale, net of tax $ 670,295 (207,705) Transfer of loans to other real estate $ 195,000 - </TABLE> See accompanying notes to consolidated financial statements. 7
PEOPLES BANCORP OF NORTH CAROLINA, INC. AND SUBSIDIARY Notes to Consolidated Financial Statements (Unaudited) (1) Summary of Significant Accounting Policies ---------------------------------------------- The consolidated financial statements include the financial statements of Peoples Bancorp of North Carolina, Inc. and its wholly owned subsidiary, Peoples Bank. All significant intercompany balances and transactions have been eliminated in consolidation. A description of the Company's significant accounting policies can be found in Note 1 of the Notes to Consolidated Financial Statements in the Company's 2000 Annual Report to Shareholders which is Appendix A to the Proxy Statement for the May 3, 2001 Annual Meeting of Shareholders. The consolidated financial statements in this report are unaudited. In the opinion of management, all adjustments (none of which were other than normal accruals) necessary for a fair presentation of the financial position and results of operations for the periods presented have been included. Management of the Company has made a number of estimates and assumptions relating to reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these consolidated financial statements in conformity with generally accepted accounting principles. Actual results could differ from those estimates. (2) Allowance for Loan Losses ---------------------------- The following is an analysis of the allowance for loan losses for the three months ended March 31, 2001 and 2000: 2001 2000 ----------- ---------- Balance, beginning of period $4,713,227 3,924,348 Provision for loan losses 429,500 256,500 Less: Charge-offs (63,637) (275,501) Recoveries 36,151 16,872 ----------- ---------- Net charge-offs (27,486) (258,629) ----------- ---------- Balance, end of period $5,115,241 3,922,219 =========== ========== (3) Net Earnings Per Share ------------------------- Net earnings per common share is based on the weighted average number of common shares outstanding during the period while the effects of potential common shares outstanding during the period are included in diluted earnings per share. The average market price during the year is used to compute equivalent shares. For the three months ended March 31, 2001 and March 31, 2000, "net earnings per share" equaled "diluted earnings per share", as the potential common shares outstanding during the period had no effect on computation. Net earnings per share for the period ended March 31, 2001 and 2000 are computed based on weighted average shares outstanding of 3,218,714. (4) Derivative Instruments ----------------------- Effective January 1, 2001, the Company adopted Statement of Financial Accounting Standards ("SFAS") No.133, "Accounting for Derivative Instruments and Hedging Activities", as amended by SFAS No. 137 and SFAS NO. 138, which establishes accounting and reporting standards for hedging activities and for derivative instruments including derivative instruments embedded in other contracts. It requires the fair value recognition of derivatives as assets or liabilities in the financial statements. The accounting for the changes in the fair value of a derivative depends on the intended use of the derivative instrument at inception. The change in fair value of instruments used as fair value hedges is accounted for in the earnings of the period simultaneous with accounting for the fair value change 8
(4) Derivative Instruments, continued ----------------------------------- of the item being hedged. The change in fair value of the effective portion of cash flow hedges is accounted for in comprehensive income rather than earnings. The change in fair value of derivative instruments that are not intended as a hedge is accounted for in the earnings of the period of the change. During the three month period ended March 31, 2001, the Company entered into an interest rate floor contract as a means of managing its interest rate risk. Interest rate floors are used to protect certain designated variable rate financial instruments from the downward effects of their repricing in the event of a decreasing rate environment. The total cost of the interest rate floor was $417,500 and it was not management's intention to use the floor as a fair value or cash flow hedge, as defined in SFAS No. 133. The following table summarizes the Company's floor contract as of March 31, 2001: Maturity Notional Amount Rate Index Fair Value ---------------- --------------- ----- ------------- ---------- January 22, 2004 $ 25,000,000 5.50% 3 month LIBOR $ 552,000 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Summary. Net income for the first quarter of 2001 was $1.4 million, an increase of $101,000 or 8% over the $1.3 million earned in the same period in 2000. Basic income per share for the quarter ended March 31, 2001 increased to $0.43 or 8% from $0.39 in the comparable period of 2000. This increase is primarily attributable to an 86% increase in non-interest income, partially offset by a slight decrease in net interest income. Annualized return on average assets was 1.04% for the three months ended March 31, 2001 compared to 1.17% for the same period in 2000, and annualized return on average shareholders' equity was 12.28% for the three months ended March 31, 2001 compared to 13.04% for the same period in 2000. Net Interest Income. Net interest income, the major component of the Company's net income, was $5.0 million for the three months ended March 31, 2001 a decrease of 1% over the $5.1 million earned in the same period in 2000. The decrease from 2000 first quarter net interest income was primarily attributable to declining interest rates during first quarter 2001. Interest income increased $1.9 million or 20% for the three months ended March 31, 2001 compared with the same period in 2000. The increase was due to an increase in the volume of earning assets, which resulted from an increase in loan volume, partially offset by a decrease in the yield on earning assets which is attributable to decreases in the Bank's prime commercial lending rate. Interest expense increased $1.9 million or 47% for the three months ended March 31, 2001 compared with the same period in 2000. The increase in interest expense was due to an increase in the cost of funds to 5.45% for the three months ended March 31, 2001 from 4.69% for the same period in 2000, combined with an increase in volume of interest bearing liabilities. Provision for Loan Losses. For the three months ended March 31, 2001 a contribution of $430,000 was made to the provision for loan losses compared to a $256,000 contribution to the provision for loan losses for the three months ended March 31, 2000. The increase in the provision for loan losses reflects a precautionary approach in response to declining economic conditions. Non-Interest Income. Total non-interest income was $1.6 million in the first quarter of 2001 compared to $863,000 earned in the first quarter of 2000. This increase represents an improvement in mortgage banking income resulting from strong demand of mortgage loan services. The increase also reflects accounting treatment associated with the increase in value of an interest rate floor contract, increased income from appraisal related services, and fees arising from a new service designed to automatically advance funds to assist in the event of checking account overdrafts. Non-Interest Expense. Total non-interest expense was $4.2 million in the first quarter of 2001 compared to $3.8 million in the first quarter of 2000. Salary and employee benefits increased 10% for the three months ended March 31, 2001 as compared to the same period of 2000. This increase is primarily due to merit and promotional increases and an increase in the number of employees to service growth in the customer base as well as additional staffing at new branch locations. Occupancy expense increased 17% due to increased overhead expenses associated with new branches and the Company's new corporate headquarters coupled with an increase in rental expense attributable to temporary banking facilities. Other non-interest expenses increased 4% to $1.0 million in the first quarter of 2001 compared to $980,000 for the same period one year ago. Income Taxes. The Bank reported income taxes of $672,000 and $606,000 for the first quarters of 2001 and 2000, respectively. This represented effective tax rates of 33% and 32% for the respective periods. 10
ANALYSIS OF FINANCIAL CONDITION Investment Securities. Available-for-sale securities amounted to $69.3 million at March 31, 2001 compared to $71.6 million at December 31, 2000. Average investment securities for the three months ended March 31, 2001 amounted to $68.8 million compared to $66.2 million for the year ended December 31, 2000. Loans. At March 31, 2001, loans amounted to $432.1 million compared to $410.9 million at December 31, 2000, an increase of 5%. This loan growth reflects a continuation of strong loan demand in the Bank's market area. Average loans represented 85% of total earning assets for the three months ended March 31, 2001, compared to 84% for the year ended December 31, 2000. Mortgage loans held for sale were $3.1 million at March 31, 2001, an increase of 99% from the December 31, 2000 balance of $1.6 million. The increase in mortgage loans held for sale reflects an increase in mortgage loan volume due to a decrease in mortgage loan rates. Asset Quality. Non-performing assets totaled $5.5 million at March 31, 2001 or 1.03% of total assets, compared to $6.1 million at December 31, 2000, or 1.17% of total assets. Non-accrual loans were $5.3 million at March 31, 2001, a decrease of $76,000 from non-accruals of $5.4 million at December 31, 2000. As a percentage of total loans outstanding, non-accrual loans were 1.24% at March 31, 2001 compared to 1.32% at December 31, 2000. This decrease of 8 basis points reflects management's focus on improvement in this area, coupled with growth in the loan portfolio. The Bank had no loans ninety days past due and still accruing at March 31, 2001 compared to $545,000 at December 31, 2000. The allowance for loan losses at March 31, 2001 amounted to $5.1 million or 1.18% of total loans compared to $4.7 million or 1.15% of total loans at December 31, 2000. Deposits. Total deposits at March 31, 2001 were $469.4 million, an increase of 4% over deposits of $450.1 million at December 31, 2000. Certificates of deposit in amounts greater than $100,000 or more totaled $144.4 million at March 31, 2001, compared to $129.1 million at December 31, 2000. This increase reflects growth arising from the Bank's entry into new markets, successful marketing strategies, and the general strength of the deposit base in the Bank's service area. Borrowed Funds. Federal Home Loan Bank borrowings were $22.3 million at March 31, 2001 compared to $21.4 million at December 31, 2000. The average balance of Federal Home Loan Bank borrowings for the three months ended March 31, 2001 was $22.0 million compared to $15.8 million for the year ended December 31, 2000. At March 31, 2001, all outstanding Federal Home Loan Bank balances reflect borrowings with maturities exceeding one year. The Company had no federal funds purchased as of March 31, 2001 or December 31, 2000. Capital Structure. Shareholders' equity at March 31, 2001 was $44.8 million compared to $43.0 million at December 31, 2000. At March 31, 2001 and December 31, 2000, unrealized gains, net of taxes, in the available-for-sale securities portfolio amounted to $674,000 and $4,000, respectively. Annualized return on average equity for the three months ended March 31, 2001 was 12.28% compared to 12.55% for the year ended December 31, 2000. Total cash dividends paid as of March 31, 2001 amounted to $322,000 an increase of 10% compared to total cash dividends of $293,000 paid for the first three months of 2000. Under the regulatory capital guidelines financial institutions are currently required to maintain a total risk-based capital ratio of 8.0% or greater, with a Tier 1 risk-based capital ratio of 4.0% or greater. Tier 1 capital is generally defined as shareholders' equity less all intangible assets and goodwill. The Company's Tier I capital ratio was 9.22% and 10.11% at March 31, 2001 and December 31, 2000, respectively. Total risk based capital is defined as Tier 1 capital plus supplementary capital. Supplementary capital, or Tier 2 capital, consists of the Company's allowance for loan losses, not exceeding 1.25% of the Company's risk-weighted assets. Total risk-based capital ratio is therefore defined as the ratio of total capital (Tier 1 capital and Tier 2 capital) to risk-weighted assets. The Company's total risk based capital ratio was 10.30% and 11.22% at March 31, 2001 and December 31, 2000, respectively. In addition to the Tier I and total risk-based capital requirements, financial institutions are also required to maintain a leverage ratio of Tier 1 capital to total average assets of 4.0% or 11
greater. The Company's Tier I leverage capital ratio was 8.28% and 9.10% at March 31, 2001 and December 31, 2000, respectively. A bank is considered to be "well capitalized" if it has a total risk-based capital ratio of 10.0 % or greater, a Tier I risk-based capital ratio of 6.0% or greater, and has a leverage ratio of 5.0% or greater. Based upon these guidelines, the Bank was considered to be "well capitalized" at March 31, 2001 and December 31, 2000. Liquidity. The Bank's liquidity position is generally determined by the need to respond to short term demand for funds created by deposit withdrawals and the need to provide resources to fund assets, typically in the form of loans. How the Bank responds to these needs is affected by the Bank's ability to attract deposits, the maturity of the loans and securities, the flexibility of assets within the securities portfolio, the current earnings of the Bank, and the ability to borrow funds from other sources. The Bank's primary sources of liquidity are cash and cash equivalents, available-for-sale securities, deposit growth, and the cash flows from principal and interest payments on loans and other earning assets. In addition, the Bank is able, on a short-term basis, to borrow funds from the Federal Reserve System, the Federal Home Loan Bank of Atlanta (FHLB) and The Bankers Bank, and is also able to purchase federal funds from other financial institutions. At March 31, 2001, the Bank had a line of credit with the FHLB equal to 20% of the Bank's total assets, with an outstanding balance of $22.3 million. The Bank also has the ability to borrow up to $11.5 million for the purchase of overnight federal funds from two correspondent financial institutions. The liquidity ratio for the Bank, which is defined as net cash, interest bearing deposits with banks, Federal Funds sold, certain investment securities and certain FHLB advances, as a percentage of net deposits (adjusted for deposit runoff projections) and short-term liabilities was 24.91% at March 31, 2001 and 27.03% at December 31, 2000. 12
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK There have been no material changes in the quantitative and qualitative disclosures about market risks as of March 31, 2001 from that presented in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2000. 13
PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS In the opinion of management, the Company is not involved in any pending legal proceedings other than routine, non-material proceedings occurring in the ordinary course of business. ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS Not applicable. ITEM 3. DEFAULTS UPON SENIOR SECURITIES Not applicable ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Not applicable ITEM 5. OTHER INFORMATION Not applicable ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits Exhibit (3)(i) Articles of Incorporation of Peoples Bancorp of North Carolina, Inc., incorporated by reference to Exhibit (3)(i) to the Form 8-A filed with the Securities and Exchange Commission on September 2, 1999 Exhibit (3)(ii) Bylaws of Peoples Bancorp of North Carolina, Inc. incorporated by reference to Exhibit (3)(ii) to the Form 8-A filed with the Securities and Exchange Commission on September 2, 1999 Exhibit (4) Specimen Stock Certificate, incorporated by reference to Exhibit (4) to the Form 8-A filed with the Securities and Exchange Commission on September 2, 1999 Exhibit (10)(a) Employment Agreement between Peoples Bank and Tony W. Wolfe incorporated by reference to Exhibit (10)(a) to the Form 10-K filed with the Securities and Exchange Commission on March 30, 2000 14
Exhibit (10)(b) Employment Agreement between Peoples Bank and Joseph F. Beaman, Jr. incorporated by reference to Exhibit (10)(b) to the Form 10-K filed with the Securities and Exchange Commission on March 30, 2000 Exhibit (10)(c) Employment Agreement between Peoples Bank and Clifton A. Wike incorporated by reference to Exhibit (10)(c) to the Form 10-K filed with the Securities and Exchange Commission on March 30, 2000 Exhibit (10)(d) Employment Agreement between Peoples Bank and William D. Cable incorporated by reference to Exhibit (10)(d) to the Form 10-K filed with the Securities and Exchange Commission on March 30, 2000 Exhibit (10)(e) Employment Agreement between Peoples Bank and Lance A. Sellers incorporated by reference to Exhibit (10)(e) to the Form 10-K filed with the Securities and Exchange Commission on March 30, 2000 Exhibit (10)(f) Peoples Bancorp of North Carolina, Inc. Omnibus Stock Ownership and Long Term Incentive Plan incorporated by reference to Exhibit (10)(f) to the Form 10-K filed with the Securities and Exchange Commission on March 30, 2000 (b) Reports on Form 8-K During the quarter ended March 31, 2001 the Company filed no reports on Form 8-K. 15
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 of North Carolina, Inc. May 14, 2001 By: /s/ Tony W. Wolfe - --------------------------- Date Tony W. Wolfe President and Chief Executive Officer (Principal Executive Officer) May 14, 2001 By: /s/ Joseph F. Beaman, Jr. - --------------------------- Date Joseph F. Beaman, Jr. Executive Vice President and Chief Financial Officer (Principal Financial and Principal Accounting Officer) 16