PEOPLES BANCORP OF NORTH CAROLINA INC

Quarterly Report • Aug 7, 2019

10-Q/A 1 pebk_10q.htm QUARTERLY REPORT Document created using Blueprint(R) - powered by Issuer Direct - www.issuerdirect.com Copyright 2019 Issuer Direct Corporation Blueprint

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: June 30, 2019

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _ to _

PEOPLES BANCORP OF NORTH CAROLINA, INC.

(Exact name of registrant as specified in its charter)

North Carolina

(State or other jurisdiction of incorporation or organization)

000-27205	56-2132396
(Commission
File No.)	(IRS
Employer Identification No.)

518 West C Street, Newton, North Carolina	28658
(Address
of principal executive offices)	(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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

| Large
accelerated filer | ☐ | Accelerated
filer | ☒ |
| --- | --- | --- | --- |
| Non-accelerated
filer | ☐ | Smaller
reporting company | ☒ |
| | | Emerging
growth company | ☐ |

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 (a) ☐

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. 5,933,140 shares of common stock, outstanding at July 31, 2019.

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EXPLANATORY NOTE

This Amendment No. 1 on Form 10-Q/A amends the original Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2019 filed by Peoples Bancorp of North Carolina, Inc. (the “Company”) on August 7, 2019 (the “Original Filing”). The sole purpose of this Amendment No. 1 is to include Exhibit 101, which was inadvertently excluded from the Original Filing.

Except as described above, this Amendment No. 1 does not amend, update or change any other items or disclosures contained in the Original Filing as amended by this Amendment No. 1, and accordingly, this Amendment No. 1 does not reflect or purport to reflect any information or events occurring after the original filing date or modify or update those disclosures affected by subsequent events. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing and the Company’s other filings with the Securities and Exchange Commission.

Item 6. Exhibits

The Exhibit Index appearing immediately after the signature page to this Form 10-Q/A is incorporated herein by reference.

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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.

| August 7,
2019 | /s/ Lance A.
Sellers |
| --- | --- |
| Date | Lance A.
Sellers President and Chief
Executive Officer (Principal
Executive Officer) |

| August 7,
2019 | /s/ A. Joseph
Lampron, Jr. |
| --- | --- |
| Date | A. Joseph Lampron,
Jr. Executive Vice
President and Chief Financial Officer (Principal
Financial and Principal Accounting Officer) |

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| Exhibit
(10)(i) | Amended
and Restated Executive Salary Continuation Agreement between
Peoples Bank and Tony W. Wolfe dated December 18, 2008,
incorporated by reference to Exhibit (10)(a)(iii) to the Form 8-K
filed with the Securities and Exchange Commission on December 29,
2008 |
| --- | --- |
| Exhibit
(10)(ii) | Amended
and Restated Executive Salary Continuation Agreement between
Peoples Bank and Joseph F. Beaman, Jr. dated December 18,
2008, incorporated by reference to Exhibit (10)(b)(iii) to the Form
8-K filed with the Securities and Exchange Commission on December
29, 2008 |
| Exhibit
(10)(iii) | Amended
and Restated Executive Salary Continuation Agreement between
Peoples Bank and William D. Cable, Sr. dated December 18,
2008, incorporated by reference to Exhibit (10)(c)(iii) to the Form
8-K filed with the Securities and Exchange Commission on December
29, 2008 |

| Exhibit
(10)(iv) | Employment
Agreement dated January 22, 2015 between the Registrant and William
D. Cable, Sr., incorporated by reference to Exhibit (10)(c) to the
Form 8-K filed with the Securities and Exchange Commission on
February 9, 2015 |
| --- | --- |
| Exhibit
(10)(v) | Amended
and Restated Executive Salary Continuation Agreement between
Peoples Bank and Lance A. Sellers dated December 18, 2008,
incorporated by reference to Exhibit (10)(d)(iii) to the Form 8-K
filed with the Securities and Exchange Commission on December 29,
2008 |
| Exhibit
(10)(vi) | Employment
Agreement dated January 22, 2015 between the Registrant and Lance
A. Sellers, incorporated by reference to Exhibit (10)(a) to the
Form 8-K filed with the Securities and Exchange Commission on
February 9, 2015 |
| Exhibit
(10)(vii) | Amended
and Restated Executive Salary Continuation Agreement between
Peoples Bank and A. Joseph Lampron, Jr. dated December 18,
2008, incorporated by reference to Exhibit (10)(f)(iii) to the Form
8-K filed with the Securities and Exchange Commission on December
29, 2008 |
| Exhibit
(10)(viii) | Employment
Agreement dated January 22, 2015 between the Registrant and A.
Joseph Lampron, Jr., incorporated by reference to Exhibit (10)(b)
to the Form 8-K filed with the Securities and Exchange Commission
on February 9, 2015 |
| Exhibit
(10)(ix) | Peoples
Bank Directors’ and Officers’ Deferral Plan,
incorporated by reference to Exhibit 10(h) to the Form 10-K filed
with the Securities and Exchange Commission on March 28,
2002 |
| Exhibit
(10)(x) | Rabbi
Trust for the Peoples Bank Directors’ and Officers’
Deferral Plan, incorporated by reference to Exhibit 10(i) to the
Form 10-K filed with the Securities and Exchange Commission on
March 28, 2002 |
| Exhibit
(10)(xi) | Description
of Service Recognition Program maintained by Peoples Bank,
incorporated by reference to Exhibit 10(i) to the Form 10-K filed
with the Securities and Exchange Commission on March 27,
2003 |
| Exhibit
(10)(xii) | Capital
Securities Purchase Agreement dated as of June 26, 2006, by and
among the Registrant, PEBK Capital Trust II and Bear, Sterns
Securities Corp., incorporated by reference to Exhibit 10(j) to the
Form 10-Q filed with the Securities and Exchange Commission on
November 13, 2006 |
| Exhibit
(10)(xiii) | Amended
and Restated Trust Agreement of PEBK Capital Trust II, dated as of
June 28, 2006, incorporated by reference to Exhibit 10(k) to the
Form 10-Q filed with the Securities and Exchange Commission on
November 13, 2006 |
| Exhibit
(10)(xiv) | Guarantee
Agreement of the Registrant dated as of June 28, 2006, incorporated
by reference to Exhibit 10(l) to the Form 10-Q filed with the
Securities and Exchange Commission on November 13,
2006 |
| Exhibit
(10)(xv) | Indenture,
dated as of June 28, 2006, by and between the Registrant and
LaSalle Bank National Association, as Trustee, relating to Junior
Subordinated Debt Securities Due September 15, 2036, incorporated
by reference to Exhibit 10(m) to the Form 10-Q filed with the
Securities and Exchange Commission on November 13,
2006 |

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| Exhibit
(10)(xvi) | Form of Amended and
Restated Director Supplemental Retirement Agreement between Peoples
Bank and Directors Robert C. Abernethy, James S. Abernethy, Douglas
S. Howard, John W. Lineberger, Jr., Gary E. Matthews,
Dr. Billy L. Price, Jr., Larry E Robinson, W. Gregory Terry,
Dan Ray Timmerman, Sr., and Benjamin I. Zachary, incorporated by
reference to Exhibit (10)(n) to the Form 8-K filed with the
Securities and Exchange Commission on December 29,
2008 |
| --- | --- |
| Exhibit
(10)(xvii) | 2009 Omnibus Stock
Ownership and Long Term Incentive Plan incorporated by reference to
Exhibit (10)(o) to the Form 10-K filed with the Securities and
Exchange Commission on March 20, 2009 |
| Exhibit
(10)(xviii) | First Amendment to
Amended and Restated Executive Salary Continuation Agreement
between Peoples Bank and Lance A. Sellers dated February 16, 2018,
incorporated by reference to Exhibit (10)(xx) to the Form 10-Q
filed with the Securities and Exchange Commission on March 18,
2018 |
| Exhibit
(10)(xix) | First Amendment to
Amended and Restated Executive Salary Continuation Agreement
between Peoples Bank and A. Joseph Lampron, Jr. dated February 16,
2018, incorporated by reference to Exhibit (10)(xxi) to the Form
10-Q filed with the Securities and Exchange Commission on March 18,
2018 |
| Exhibit
(10)(xx) | First Amendment to
Amended and Restated Executive Salary Continuation Agreement
between Peoples Bank and William D. Cable, Sr. dated February 16,
2018, incorporated by reference to Exhibit (10)(xxii) to the Form
10-Q filed with the Securities and Exchange Commission on March 18,
2018 |
| Exhibit
(14) | Code of Business
Conduct and Ethics of Peoples Bancorp of North Carolina, Inc.,
incorporated by reference to Exhibit (14) to the Form 10-K filed
with the Securities and Exchange Commission on March 25,
2005 |
| Exhibit
(31)(a) | Certification of
principal executive officer pursuant to section 302 of the
Sarbanes-Oxley Act of 2002 |
| Exhibit
(31)(b) | Certification of
principal financial officer pursuant to section 302 of the
Sarbanes-Oxley Act of 2002 |
| Exhibit
(32) | Certification
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002 |
| Exhibit (101) | The following
materials from the Company’s 10-Q Report for the quarterly
period ended June 30, 2019, formatted in XBRL: (i) the Condensed
Consolidated Balance Sheets, (ii) the Condensed Consolidated
Statements of Earnings, (iii) the Condensed Consolidated Statements
of Comprehensive Income (iv) the Condensed Consolidated Statements
of Changes in Shareholders’ Equity, (v) the Condensed
Consolidated Statements of Cash Flows, and (vi) the Notes to the
Condensed Consolidated Financial Statements, tagged as blocks of
text.* |

*Furnished, not filed.

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