**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C.  20549**

 

**FORM 10-Q**

 

**ý****  QUARTERLY REPORT PURSUANT TO SECTION 13OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934**

 

**FORTHE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2003**

 

**or**

 

**o****  TRANSITION REPORT PURSUANT TO SECTION 13OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934**

 

**FORTHE TRANSITION PERIOD FROM                                to                                **

 

**Commissionfile number:  333-30640**

 

**PEOPLES FIRST, INC.**

(Exact name of registrant as specified in its charter)

 

| **PENNSYLVANIA**                                                 |   | **23-3028825**                        |
|------------------------------------------------------------------|--------|---------------------------------------|
| (State or other  jurisdiction of  incorporation or organization) |   | (I.R.S. Employer  Identification No.) |
|                                                             |   |                                  |
| **24 SOUTH THIRD STREET, OXFORD, PENNSYLVANIA**                  |   | **19363**                             |
| (Address of principal executive offices)                         |   | (Zip Code)                            |
|                                                             |   |                                  |
| **(610) 932-9294**                                               |
| (Registrant’s telephone number, including area code)        |

 

Indicate by check mark whetherthe registrant (1) has filed all reports required to be filed bySection 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant wasrequired to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.  Yes  ý No o.

 

Indicate by check mark whetherthe registrant is an accelerated filer (as defined in Rule 12b-2 of theExchange Act).  o Yes  ý No

 

Indicate the number of sharesoutstanding of each of the issuer’s classes of common stock, as of the latestpractical date.

 

COMMON STOCK, Par Value $1.00 per share

2,956,288 shares outstanding as of September 30, 2003

 

 

----

 

**Part I - Financial Information**

 

**Item  1. Financial Statements**

**PEOPLESFIRST, INC.**

**CONSOLIDATEDBALANCE SHEETS**

 
|                                                                                            |   | **September  30,**          |    | **December  31,** |   |
|-------------------------------------------------------------------------------------------------|--------|-----------------------------|---------|-------------------|--------|
|                                                                                            |   | **2003**                    |    | **2002**          |   |
|                                                                                            |   | **(unaudited)**             |    | **(note)**        |   |
|                                                                                            |   | **(Dollars  In Thousands)** |    |
| **ASSETS**                                                                                      |   |                        |    |              |   |
| Cash and due from banks                                                                         |   | $                           | 11,691  |              | $      | 14,357 |   |
| Interest-bearing deposits with banks                                                            |   | 386                         |    | 1,061             |   |
| Federal funds sold                                                                              |   | 11,260                      |    | 8,919             |   |
|                                                                                            |   |                        |    |              |   |
| Securities - available for sale, at fair  value                                                 |   | 71,863                      |    | 63,518            |   |
|                                                                                            |   |                        |    |              |   |
| Loans - net of unearned income                                                                  |   | 340,683                     |    | 302,161           |   |
| Allowance for loan losses                                                                       |   | (4,894                      | )       | (4,503            | )      |
|                                                                                            |   |                        |    |              |   |
| Net Loans                                                                                       |   | 335,789                     |    | 297,658           |   |
|                                                                                            |   |                        |    |              |   |
| Investment in FHLB stock, at cost                                                               |   | 2,143                       |    | 2,041             |   |
| Premises and equipment, net                                                                     |   | 11,222                      |    | 11,408            |   |
| Accrued interest receivable and other  assets                                                   |   | 12,023                      |    | 10,055            |   |
|                                                                                            |   |                        |    |              |   |
| **Total Assets**                                                                                |   | $                           | 456,377 |              | $      | 409,017 |   |
|                                                                                            |   |                        |    |              |   |
| **LIABILITIES**                                                                                 |   |                        |    |              |   |
| Deposits:                                                                                       |   |                        |    |              |   |
| Demand, non-interest bearing                                                                    |   | $                           | 88,788  |              | $      | 79,914 |   |
| NOW and Super NOW                                                                               |   | 71,764                      |    | 59,259            |   |
| Money market funds                                                                              |   | 39,067                      |    | 36,635            |   |
| Savings                                                                                         |   | 68,404                      |    | 51,022            |   |
| Time                                                                                            |   | 93,833                      |    | 95,306            |   |
|                                                                                            |   |                        |    |              |   |
| **Total Deposits**                                                                              |   | 361,856                     |    | 322,136           |   |
| Securities sold under agreements to  repurchase                                                 |   | 11,935                      |    | 7,855             |   |
| Long-term debt                                                                                  |   | 31,116                      |    | 29,706            |   |
| Accrued interest payable and other  liabilities                                                 |   | 2,445                       |    | 2,456             |   |
|                                                                                            |   |                        |    |              |   |
| **Total Liabilities**                                                                           |   | 407,352                     |    | 362,153           |   |
|                                                                                            |   |                        |    |              |   |
| **STOCKHOLDERS' EQUITY**                                                                        |   |                        |    |              |   |
| Common stock, par value $1.00 per share;  authorized 10,000,000 shares; issued 3,053,208 shares |   | 3,053                       |    | 3,053             |   |
| Surplus                                                                                         |   | 16,172                      |    | 16,172            |   |
| Retained earnings                                                                               |   | 30,536                      |    | 27,944            |   |
| Accumulated other comprehensive income                                                          |   | 1,279                       |    | 1,490             |   |
| Treasury stock, at cost 96,920 shares 2003;  87,924 for 2002                                    |   | (2,015                      | )       | (1,795            | )      |
|                                                                                            |   |                        |    |              |   |
| **Total Stockholders' Equity**                                                                  |   | 49,025                      |    | 46,864            |   |
|                                                                                            |   |                        |    |              |   |
| **Total Liabilities and Stockholders' Equity**                                                  |   | $                           | 456,377 |              | $      | 409,017 |   |
|                                                                                            |   |                        |    |              |   |
| **Memoranda: Standby Letters of Credit**                                                        |   | $                           | 9,182   |              | $      | 5,638 |   |

 

Note: The balance sheet atDecember 31, 2002 has been derived from the audited financial statements atthat date.

 

See Notes to ConsolidatedFinancial Statements

 

2

----

 

**PEOPLESFIRST, INC.**

**CONSOLIDATEDSTATEMENTS OF INCOME**

(Unaudited)

 
|                                                 |   | **Nine  Months Ended**                     |   | **Three  Months Ended** |   |
|------------------------------------------------------|--------|--------------------------------------------|--------|-------------------------|--------|
|                                                 |   | **September  30,**                         |   | **September  30,**      |   |
|                                                 |   | **2003**                                   |   | **2002**                |   | **2003** |   | **2002** |   |
|                                                 |   | **(In  Thousands, Except Per Share Data)** |   |
| Interest Income:                                     |   |                                       |   |                    |   |   |   |   |   |
| Loans receivable, including fees                     |   | $                                          | 14,798 |                    | $      | 14,347 |   | $ | 5,077 |   | $ | 4,951 |   |
| Securities:                                          |   |                                       |   |                    |   |   |   |   |   |
| Taxable                                              |   | 1,605                                      |   | 2,019                   |   | 518 |   | 635 |   |
| Tax-exempt                                           |   | 478                                        |   | 528                     |   | 149 |   | 166 |   |
| Other interest and dividends                         |   | 194                                        |   | 173                     |   | 57 |   | 70 |   |
|                                                 |   |                                       |   |                    |   |   |   |   |   |
| Total Interest Income                                |   | 17,075                                     |   | 17,067                  |   | 5,801 |   | 5,822 |   |
|                                                 |   |                                       |   |                    |   |   |   |   |   |
| Interest Expense:                                    |   |                                       |   |                    |   |   |   |   |   |
| Deposits                                             |   | 3,252                                      |   | 3,917                   |   | 1,004 |   | 1,315 |   |
| Short-term borrowings                                |   | 36                                         |   | 47                      |   | 12 |   | 17 |   |
| Long-term borrowings                                 |   | 1,284                                      |   | 1,157                   |   | 433 |   | 434 |   |
|                                                 |   |                                       |   |                    |   |   |   |   |   |
| Total Interest Expense                               |   | 4,572                                      |   | 5,121                   |   | 1,449 |   | 1,766 |   |
|                                                 |   |                                       |   |                    |   |   |   |   |   |
| Net Interest Income                                  |   | 12,503                                     |   | 11,946                  |   | 4,352 |   | 4,056 |   |
| Provision for Loan Losses                            |   | 450                                        |   | 330                     |   | 150 |   | 150 |   |
|                                                 |   |                                       |   |                    |   |   |   |   |   |
| Net Interest Income after Provision for  Loan Losses |   | 12,053                                     |   | 11,616                  |   | 4,202 |   | 3,906 |   |
|                                                 |   |                                       |   |                    |   |   |   |   |   |
| Non-Interest Income:                                 |   |                                       |   |                    |   |   |   |   |   |
| Service charges on deposit accounts                  |   | 1,356                                      |   | 1,067                   |   | 489 |   | 392 |   |
| Income from fiduciary activities                     |   | 495                                        |   | 431                     |   | 174 |   | 147 |   |
| Investment management fees                           |   | 379                                        |   | 529                     |   | 88 |   | 142 |   |
| Mortgage banking activities                          |   | 925                                        |   | 512                     |   | 295 |   | 189 |   |
| Impairment of securities                             |   | —                                     |   | (84                     | )      | — |   | (84 | ) |
| Realized gain on disposal of securities              |   | 21                                         |   | 387                     |   | 12 |   | 387 |   |
| Other income                                         |   | 1,018                                      |   | 721                     |   | 416 |   | 287 |   |
|                                                 |   |                                       |   |                    |   |   |   |   |   |
| Total Non-Interest Income                            |   | 4,194                                      |   | 3,563                   |   | 1,474 |   | 1,460 |   |
|                                                 |   |                                       |   |                    |   |   |   |   |   |
| Non-Interest Expense:                                |   |                                       |   |                    |   |   |   |   |   |
| Salaries and employee benefits                       |   | 6,686                                      |   | 6,339                   |   | 2,219 |   | 2,194 |   |
| Occupancy                                            |   | 768                                        |   | 730                     |   | 242 |   | 253 |   |
| Furniture and equipment                              |   | 563                                        |   | 539                     |   | 187 |   | 183 |   |
| Communications and supplies                          |   | 486                                        |   | 479                     |   | 163 |   | 169 |   |
| Taxes, other than income                             |   | 305                                        |   | 293                     |   | 98 |   | 98 |   |
| Professional fees                                    |   | 201                                        |   | 183                     |   | 76 |   | 50 |   |
| Other                                                |   | 1,736                                      |   | 1,695                   |   | 609 |   | 585 |   |
|                                                 |   |                                       |   |                    |   |   |   |   |   |
| Total Non-Interest Expense                           |   | 10,745                                     |   | 10,258                  |   | 3,594 |   | 3,532 |   |
|                                                 |   |                                       |   |                    |   |   |   |   |   |
| Income before Income Taxes                           |   | 5,502                                      |   | 4,921                   |   | 2,082 |   | 1,834 |   |
| Income Tax Expense                                   |   | 1,518                                      |   | 1,271                   |   | 584 |   | 492 |   |
|                                                 |   |                                       |   |                    |   |   |   |   |   |
| Net Income                                           |   | $                                          | 3,984  |                    | $      | 3,650 |   | $ | 1,498 |   | $ | 1,342 |   |
|                                                 |   |                                       |   |                    |   |   |   |   |   |
| Basic and Diluted Earnings per Share                 |   | $                                          | 1.34   |                    | $      | 1.22 |   | $ | 0.51 |   | $ | 0.45 |   |
| Dividends Declared per Share                         |   | $                                          | 0.47   |                    | $      | 0.39 |   | $ | 0.17 |   | $ | 0.13 |   |

 

See Notes to ConsolidatedFinancial Statements

 

3

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**PEOPLESFIRST, INC.**

**CONSOLIDATEDSTATEMENTS OF CASH FLOWS**

(Unaudited)

 
|                                                                                                           |   | **Nine  Months Ended September 30,** |   |
|----------------------------------------------------------------------------------------------------------------|--------|--------------------------------------|--------|
|                                                                                                           |   | **2003**                             |   | **2002** |   |
|                                                                                                           |   | **(In  Thousands)**                  |   |
| **CASH FLOWS FROM OPERATING ACTIVITIES**                                                                       |   |                                 |   |   |   |
| Net income                                                                                                     |   | $                                    | 3,984  |   | $ | 3,650 |   |
| Adjustments to reconcile net income to net  cash provided by operating activities:                             |   |                                 |   |   |   |
| Depreciation and amortization                                                                                  |   | 696                                  |   | 683 |   |
| Amortization of securities premium  (discount), net                                                            |   | (29                                  | )      | (22 | ) |
| Realized gain on disposal of securities                                                                        |   | (21                                  | )      | (387 | ) |
| Impairment of securities                                                                                       |   | —                               |   | 84 |   |
| Provision for loan losses                                                                                      |   | 450                                  |   | 330 |   |
| Earnings on life insurance                                                                                     |   | (160                                 | )      | (144 | ) |
| Deferred income taxes                                                                                          |   | (39                                  | )      | 6 |   |
| Gain on sale of premises & equipment  and foreclosed assets                                                |   | (27                                  | )      | — |   |
| Other                                                                                                          |   | 10                                   |   | — |   |
| (Increase) decrease in other assets                                                                            |   | 604                                  |   | (2,401 | ) |
| Increase in other liabilities                                                                                  |   | 79                                   |   | 912 |   |
|                                                                                                           |   |                                 |   |   |   |
| **Net Cash Provided by Operating Activities**                                                                  |   | 5,547                                |   | 2,711 |   |
|                                                                                                           |   |                                 |   |   |   |
| **CASH FLOWS FROM INVESTING ACTIVITIES**                                                                       |   |                                 |   |   |   |
|                                                                                                           |   |                                 |   |   |   |
| Net increase in interest-bearing deposits  with banks                                                          |   | 675                                  |   | (306 | ) |
| Net increase in federal funds sold                                                                             |   | (2,341                               | )      | (9,180 | ) |
| Securities held to maturity:                                                                                   |   |                                 |   |   |   |
| Proceeds from maturities                                                                                       |   | —                               |   | 3,231 |   |
| Securities available for sale:                                                                                 |   |                                 |   |   |   |
| Proceeds from maturities                                                                                       |   | 20,918                               |   | 19,945 |   |
| Purchases                                                                                                      |   | (29,532                              | )      | (16,812 | ) |
| Net increase in loans receivable                                                                               |   | (38,581                              | )      | (37,418 | ) |
| Purchases of FHLB stock                                                                                        |   | (102                                 | )      | (201 | ) |
| Purchases of premises and equipment                                                                            |   | (513                                 | )      | (400 | ) |
| Proceeds from sale of premises &  equipment and foreclosed assets                                          |   | 156                                  |   | — |   |
| Other                                                                                                          |   | 100                                  |   | — |   |
| Purchase of life insurance                                                                                     |   | (2,500                               | )      | — |   |
|                                                                                                           |   |                                 |   |   |   |
| **Net Cash Used in Investing Activities**                                                                      |   | (51,720                              | )      | (41,141 | ) |
|                                                                                                           |   |                                 |   |   |   |
| **CASH FLOWS FROM FINANCING ACTIVITIES**                                                                       |   |                                 |   |   |   |
| Net increase in non-interest bearing demand  deposits, NOW, Super NOW, money market funds and savings deposits |   | 41,193                               |   | 32,838 |   |
| Net increase (decrease) in time deposits                                                                       |   | (1,473                               | )      | 1,638 |   |
| Net increase (decrease) in securities sold  under agreements to repurchase                                     |   | 4,080                                |   | (530 | ) |
| Proceeds from long-term debt                                                                                   |   | 2,000                                |   | 7,000 |   |
| Repayments of long-term debt                                                                                   |   | (590                                 | )      | (468 | ) |
| Dividends paid                                                                                                 |   | (1,483                               | )      | (1,164 | ) |
| Purchase of treasury stock                                                                                     |   | (220                                 | )      | (644 | ) |
|                                                                                                           |   |                                 |   |   |   |
| **Net Cash Provided by Financing Activities**                                                                  |   | 43,507                               |   | 38,670 |   |
|                                                                                                           |   |                                 |   |   |   |
| **Net Increase (Decrease)  in Cash and Due from Banks**                                                   |   | (2,666                               | )      | 240 |   |
|                                                                                                           |   |                                 |   |   |   |
| **Cash and Due from Banks - Beginning**                                                                        |   | 14,357                               |   | 11,391 |   |
|                                                                                                           |   |                                 |   |   |   |
| **Cash and Due from Banks - Ending**                                                                           |   | $                                    | 11,691 |   | $ | 11,631 |   |

 

See Notes to ConsolidatedFinancial Statements

 

4

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**PEOPLESFIRST, INC.**

**CONSOLIDATEDSTATEMENTS OF STOCKHOLDERS' EQUITY**

**For theNine Months Ended September 30, 2002**

(Unaudited)

 
|                                                                                    |   |                |   |        |   |         |   | **Accumulated**    |   |         |   |      |   |
|-----------------------------------------------------------------------------------------|--------|---------------------|--------|-------------|--------|--------------|--------|--------------------|--------|--------------|--------|-----------|--------|
|                                                                                    |   |                |   |        |   |         |   | **Other**          |   |         |   |      |   |
|                                                                                    |   | **Common**          |   |        |   | **Retained** |   | **Comprehensive**  |   | **Treasury** |   |      |   |
|                                                                                    |   | **Stock**           |   | **Surplus** |   | **Earnings** |   | **Income  (Loss)** |   | **Stock**    |   | **Total** |   |
|                                                                                    |   | **(In  Thousands)** |   |
| **Balance December 31, 2001**                                                           |   | $                   | 3,053  |        | $      | 16,172       |   | $                  | 24,843 |         | $      | 659       |   | $ | (1,085 | ) | $ | 43,642 |   |
| Comprehensive income                                                                    |   |                |   |        |   |         |   |               |   |         |   |      |   |
| Net Income                                                                              |   |                |   |        |   | 3,650        |   |               |   |         |   | 3,650     |   |
| Net change in unrealized gains/(losses) on  securities available for sale, net of taxes |   |                |   |        |   |         |   | 919                |   |         |   | 919       |   |
|                                                                                    |   |                |   |        |   |         |   |               |   |         |   |      |   |
| Total comprehensive income                                                              |   |                |   |        |   |         |   |               |   |         |   | 4,569     |   |
|                                                                                    |   |                |   |        |   |         |   |               |   |         |   |      |   |
| Cash dividends declared, $.39 per share                                                 |   |                |   |        |   | (1,160       | )      |               |   |         |   | (1,160    | )      |
| Purchase of treasury stock                                                              |   |                |   |        |   |         |   |               |   | (644         | )      | (644      | )      |
|                                                                                    |   |                |   |        |   |         |   |               |   |         |   |      |   |
| **Balance September 30, 2002**                                                          |   | $                   | 3,053  |        | $      | 16,172       |   | $                  | 27,333 |         | $      | 1,578     |   | $ | (1,729 | ) | $ | 46,407 |   |

 

 

**PEOPLES FIRST, INC.**

**CONSOLIDATED STATEMENTS OF STOCKHOLDERS'EQUITY**

**For the Nine Months Ended September 30, 2003**

(Unaudited)

 
|                                                                                    |   |               |   |        |   |         |   | **Accumulated**   |   |         |   |      |   |
|-----------------------------------------------------------------------------------------|--------|--------------------|--------|-------------|--------|--------------|--------|-------------------|--------|--------------|--------|-----------|--------|
|                                                                                    |   |               |   |        |   |         |   | **Other**         |   |         |   |      |   |
|                                                                                    |   | **Common**         |   |        |   | **Retained** |   | **Comprehensive** |   | **Treasury** |   |      |   |
|                                                                                    |   | **Stock**          |   | **Surplus** |   | **Earnings** |   | **Income (Loss)** |   | **Stock**    |   | **Total** |   |
|                                                                                    |   | **(In Thousands)** |   |
| **Balance December 31, 2002**                                                           |   | $                  | 3,053  |        | $      | 16,172       |   | $                 | 27,944 |         | $      | 1,490     |   | $ | (1,795 | ) | $ | 46,864 |   |
| Comprehensive income                                                                    |   |               |   |        |   |         |   |              |   |         |   |      |   |
| Net Income                                                                              |   |               |   |        |   | 3,984        |   |              |   |         |   | 3,984     |   |
| Net change in unrealized gains/(losses) on  securities available for sale, net of taxes |   |               |   |        |   |         |   | (211              | )      |         |   | (211      | )      |
|                                                                                    |   |               |   |        |   |         |   |              |   |         |   |      |   |
| Total comprehensive income                                                              |   |               |   |        |   |         |   |              |   |         |   | 3,773     |   |
|                                                                                    |   |               |   |        |   |         |   |              |   |         |   |      |   |
| Cash dividends declared, $.47 per share                                                 |   |               |   |        |   | (1,392       | )      |              |   |         |   | (1,392    | )      |
| Purchase of treasury stock                                                              |   |               |   |        |   |         |   |              |   | (220         | )      | (220      | )      |
|                                                                                    |   |               |   |        |   |         |   |              |   |         |   |      |   |
| **Balance September 30, 2003**                                                          |   | $                  | 3,053  |        | $      | 16,172       |   | $                 | 30,536 |         | $      | 1,279     |   | $ | (2,015 | ) | $ | 49,025 |   |

 

5

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### **PEOPLES FIRST,INC.**

### **NOTES TO FINANCIALSTATEMENTS**

(Unaudited)

 

#### **September 30,2003**

 

 

#### **Note A – Basis ofPresentation**

 

The consolidated financialstatements include the accounts of Peoples First, Inc. and its wholly ownedsubsidiary, The Peoples Bank of Oxford (the “Bank”) and its subsidiaries(collectively “Peoples”).   The Banksold the subsidiary, Wilmerding & Associates, Inc. (“Wilmerding”), aninvestment advisor, to an unaffiliated third party, on August 15, 2003,and incurred no material gain or loss on the transaction.  The subsidiary, Peoples First BusinessInvestment Company, LLC (“PFBI”), is a non-operating company formed inJanuary 2002 for the purpose of holding certain equity investments inoperating entities. One of such operating entities is Peoples First LandTransfer, LLC, which commenced operations in January 2002 and derives itsincome from the sale of title insurance. The other operating entity is Peoples First Mortgage Company, LLC, whichcommenced operation in May 2003 and derives its income from the sale ofmortgages.  All material inter-companytransactions have been eliminated. Peoples First, Inc. was formed onJuly 27, 2000 and is subject to regulation by the Board of Governors ofthe Federal Reserve System.

 

The accompanying unauditedconsolidated financial statements have been prepared in accordance withgenerally accepted accounting principles for interim financial information andare presented in accordance with the instructions to Form 10-Q and Rule 10-01of the Securities and Exchange Commission Regulation S-X.  Accordingly, they do not include all of theinformation and footnotes required by generally accepted accounting principlesfor complete financial statements.  Inthe opinion of management, all adjustments (consisting of normal recurringaccruals) considered necessary for a fair presentation have been included.  Operating results for the three and ninemonth periods ended September 30, 2003, are not necessarily indicative ofthe results that may be expected for the year ending December 31, 2003.

 

The consolidated financialstatements presented in this report should be read in conjunction with theaudited financial statements and the accompanying notes included in the AnnualReport on Form 10-K of Peoples First, Inc. filed with the Securities andExchange

 

6

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Commission for the year endedDecember 31, 2002.

#### ** **

#### **Note B –Accounting Policies**

 

The accounting policies ofPeoples as applied in the interim financial statements presented, aresubstantially the same as those followed on an annual basis as presented in theAnnual Report on Form 10-K of Peoples First, Inc. filed for the year endedDecember 31, 2002, except as described in the following paragraph.

 

At September 30, 2003,Peoples had one stock-based employee compensation plan, which is described morefully in Note E.  Peoples accounts forthis plan under the recognition and measurement principles of APB Opinion No.25, “Accounting for Stock Issued to Employees,” and related Interpretations. Nostock-based employee compensation cost is reflected in net income, as alloptions granted under the plan had an exercise price equal to the market valueof the underlying common stock on the date of grant.  The following table illustrates the effect on net income andearnings per share if Peoples had applied the fair value recognition provisionsof FASB Statement No. 123, “Accounting for Stock-Based Compensation,” tostock-based employee compensation.

 
|                                                                                                                              |   | **3 Months  Ended  September 30, 2003** |   | **9 Months  Ended  September 30, 2003** |   |
|-----------------------------------------------------------------------------------------------------------------------------------|--------|----------------------------------------------|--------|----------------------------------------------|--------|
|                                                                                                                              |   | **(In  Thousands, Except Per Share Data)**   |   |
| Net income, as reported                                                                                                           |   | $                                            | 1,498  |                                         | $      | 3,984 |   |
| Deduct total stock based compensation  expense determined under fair value based method for the award, net of  related tax effect |   | (93                                          | )      | (108                                         | )      |
|                                                                                                                              |   |                                         |   |                                         |   |
| Pro forma net income                                                                                                              |   | $                                            | 1,405  |                                         | $      | 3,876 |   |
|                                                                                                                              |   |                                         |   |                                         |   |
| Basic and diluted earnings per share:                                                                                             |   |                                         |   |                                         |   |
| As reported                                                                                                                       |   | $                                            | .51    |                                         | $      | 1.34 |   |
| Pro forma                                                                                                                         |   | $                                            | .47    |                                         | $      | 1.31 |   |

 

7

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##### **Note C – Earningsper Share**

 

Basic earnings per sharerepresents income available to common shareholders divided by theweighted-average number of common shares outstanding during the period.  Diluted earnings per share reflectsadditional common shares that would have been outstanding if dilutive potentialcommon shares (stock options) had been issued.

 

Stock options were firstgranted in June 2003.  Earnings percommon share calculations prior to 2003 consisted of net income available tocommon shareholders divided by the average shares outstanding for the period.  The weighted average number of sharesoutstanding for the three and nine month periods ended September 30, 2002,were 2,968,284 and 2,981,028, respectively. Earnings per common share for the three and nine month periods endedSeptember 30, 2003 have been computed based upon the following:

 
|                               |   | **3 Months  Ended  September 30, 2003** |      | **9 Months  Ended  September 30, 2003** |   |
|------------------------------------|--------|----------------------------------------------|-----------|----------------------------------------------|--------|
| Numerator -net income              |   | $                                            | 1,498,000 |                                         | $      | 3,984,000 |   |
| Denominator:                       |   |                                         |      |                                         |   |
| Average basic shares outstanding   |   | 2,958,439                                    |      | 2,962,977                                    |   |
| Effect of dilutive stock options   |   | 3,053                                        |      | 1,018                                        |   |
| Average diluted shares outstanding |   | 2,961,492                                    |      | 2,963,995                                    |   |
|                                    |        |                                              |           |                                              |        |  |  |

#### ** **

#### **Note D –Comprehensive Income**

 

The only comprehensive incomeitem that Peoples presently has is unrealized gains on securities available forsale.  Total comprehensive income, whichis the sum of net income and other comprehensive income for the three and ninemonth periods ended September 30, 2003, was $944,000 and $3,773,000compared to $1,930,000 and $4,569,000 for the same period last year.  The federal income taxes allocated to theunrealized gains are as follows:

 

8

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|                                                |   | **Three  Months Ended  September 30,** |   | **Nine  Months Ended  September 30,** |   |
|-----------------------------------------------------|--------|---------------------------------------------|--------|--------------------------------------------|--------|
|                                                |   | **2003**                                    |   | **2002**                                   |   | **2003** |   | **2002** |   |
|                                                |   | **(In Thousands)**                          |   |
| Unrealized holding gains arising during the period: |   |                                        |   |                                       |   |   |   |   |   |
| Before tax amount                                   |   | $                                           | (839   | )                                          | $      | 891 |   | $ | (320 | ) | $ | 1,392 |   |
| Income tax effect                                   |   | 285                                         |   | (303                                       | )      | 109 |   | (473 | ) |
| Net of tax amount                                   |   | $                                           | (554   | )                                          | $      | 588 |   | $ | (211 | ) | $ | 919 |   |

 

##### **Note E – StockOption Plan**

 

During 2001, Peoplesstockholders approved a stock option plan for key employees and directors ofPeoples and its subsidiaries that is administered by a committee of the Boardof Directors.  Under the Plan, the Boardis authorized to grant “incentive stock options” and “non-qualified stockoptions.” A total of 200,000 shares of Peoples’ common stock has been reservedfor issuance under the Plan. The option price for options issued under the planmust be at least equal to 100% of the fair market value of the common stock onthe grant date. No incentive stock options have been granted.

 

On June 17, 2003, Peoplesgranted 85,950 nonqualified stock options to purchase common stock at $24.13per share to employees of Peoples. Options granted under the Plan are exercisable over a period not less thanone year after the grant date, but no later than ten years and one month afterthe date of grant in accordance with the vesting period as determined by thePlan Committee.  Options expire on theearlier of ten years after the date of grant, up to twenty-four months from thedate of retirement, as of the date of termination for cause, or one year fromthe date of death, permanent disability or a change in control.

 

Transactions under the plan aresummarized as follows:

 
|                                |   | **Number of  Options** |   | **Exercise  Price Per  Share** |   |
|-------------------------------------|--------|------------------------|--------|--------------------------------|--------|
| Outstanding December 31, 2002  |   | —                 |   | —                         |   |
| Options granted 2003                |   | 85,950                 |   | $                              | 24.13  |   |
| Outstanding September 30, 2003 |   | 85,950                 |   | $                              | 24.13  |   |

 

9

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No options are exercisable atSeptember 30, 2003.  To date, nooptions have been exercised, forfeited or expired.  The weighted average remaining contractual life of the optionsoutstanding is ten years.

 

The fair value of each optiongrant is estimated using the Black-Scholes option-pricing model with thefollowing weighted-average assumptions: dividend yield of 2.5 %, expectedvolatility of 30.67%, risk-free interest rate of 2.81%, and expected life of 7years.  The fair value of optionsgranted in 2003 was $6.53.

 

##### **Note F – StandbyLetters of Credit**

 

Outstanding letters of creditwritten are conditional commitments issued by Peoples to guarantee theperformance of a customer to a third party. Peoples’ exposure to credit loss in the event of non-performance by theother party to the financial instrument for standby letters of credit isrepresented by the contractual amount of those instruments.  Peoples had $9,182,000 of standby letters ofcredit as of September 30, 2003 and $5,638,000 at December 31, 2002.  The Bank uses the same credit policies inmaking conditional obligations as it does for on-balance sheet instruments.

 

The majority of these standbyletters of credit expire within the next twelve months.  The credit risk involved in issuing lettersof credit is essentially the same as that involved in extending other loancommitments.  Peoples requirescollateral and personal guarantees supporting these letters of credit as deemednecessary.  Management believes that theproceeds obtained through a liquidation of such collateral and the enforcementof personal guarantees would be sufficient to cover the maximum potentialamount of future payments required under the corresponding guarantees.  The current amount of the liability as ofSeptember 30, 2003, for guarantees under standby letters of credit issuedafter December 31, 2002 is not material.

 

**Note G - Summary of New Accounting Standards**

 

In January 2003, theFinancial Accounting Standards Board issued FASB Interpretation No. 46,“Consolidation of Variable Interest Entities, an Interpretation of ARB No.51”.  This interpretation provides newguidance for the consolidation of variable interest entities (VIEs) andrequires such entities to be consolidated by their primary beneficiaries if theentities do not effectively disperse risk among parties involved.  The interpretation also adds disclosurerequirements for investors that  areinvolved with unconsolidated

 

10

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VIEs.  The disclosure requirements apply to all financial statementsissued after January 31, 2003.  Theconsolidation requirements apply immediately to VIEs created afterJanuary 31, 2003 and are effective for the first fiscal year or interimperiod ending after December 31, 2003 for VIEs acquired beforeFebruary 1, 2003.  The adoption ofthis interpretation did not have a significant impact on the Company’sfinancial condition or results of operations.

 

In April 2003, the FASBissued Statement No. 149, “Amendment of Statement No. 133, Accounting forDerivative Instruments and Hedging Activities.” This Statement clarifies thedefinition of a derivative and incorporates certain decisions made by the Boardas part of the Derivatives Implementation Group process. This Statement iseffective for contracts entered into or modified, and for hedging relationshipsdesignated after June 30, 2003 and should be applied prospectively. Theprovisions of the Statement that relate to implementation issues addressed bythe Derivatives Implementation Group that have been effective should continueto be applied in accordance with their respective effective dates. Adoption ofthis standard did not have a significant impact on the Company’s financialcondition or results of operations.

 

In May 2003, the FinancialAccounting Standards Board issued Statement No. 150, “Accounting for CertainFinancial Instruments with Characteristics of both Liabilities andEquity.”  This Statement requires thatan issuer classify a financial instrument that is within its scope as aliability.  Many of these instrumentswere previously classified as equity. This Statement was effective for financial instruments entered into ormodified after May 31, 2003 and otherwise was effective beginningJuly 1, 2003.  The adoption of thisstandard did not have a significant impact on the Company’s financial conditionor results of operations.

 

**Item2- Management’s Discussion and Analysis of Financial Condition and Results ofOperations**

 

#### **Forward-LookingStatements**

 

Except for historicalinformation, this report may be deemed to contain “forward-looking” statements regardingPeoples.  Examples of forward-lookingstatements include, but are not limited to, (a) projections or statementsregarding future earnings, expenses, net interest income, other income,earnings or loss per share, asset mix and quality, growth prospects, capitalstructure and other financial 

 

11

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terms, (b) statements of plansand objectives of management or the board of directors, and (c) statements ofassumptions, such as economic conditions in Peoples’ market areas.  Such forward-looking statements can beidentified by the use of forward-looking terminology such as “believes,”“expects,” “may,” “intends,” “will,” “should,” “anticipates,” or the negativeof any of the foregoing or other variations thereon or comparable terminology,or by discussion of strategy.

 

No assurance can be given thatthe future results covered by forward-looking statements will be achieved.  Such statements are subject to risks,uncertainties, and other factors that could cause actual results to differmaterially from future results expressed or implied by such forward-lookingstatements.  Important factors thatcould impact Peoples’ operating results include, but are not limited to, (i)the effects of changing economic conditions in Peoples’ market areas andnationally, (ii) credit risks of commercial, real estate, consumer and otherlending activities, (iii) significant changes in interest rates, (iv) changesin federal and state banking laws and regulations which could impact Peoples’operations, (v) funding costs, (vi) the effects of armed conflicts involvingthe United States or its interests, and (vii) other external developments whichcould materially affect Peoples’ business and operations.

 

##### **CriticalAccounting Policies**

 

Note 2 to the consolidatedfinancial statements of Peoples First, Inc. (included in Item 8 of the AnnualReport on Form 10-K of Peoples First, Inc. for the year ended December 31,2002) lists significant accounting policies used in the development and presentationof its financial statements.  Thisdiscussion and analysis, the significant accounting policies, and otherfinancial statement disclosures identify and address key variables and otherqualitative and quantitative factors that are necessary for an understandingand evaluation of Peoples and its results of operations.

 

The most significant estimatesin the preparation of Peoples’ financial statements are for the allowance forloan losses and the stock option plan. Please refer to the discussion of the allowance for loan losscalculation under “Results of Operations” below and refer to Note E above forthe discussion on the stock option plan.

 

#### **FinancialCondition**

 

Total assets of Peoplesincreased $47,360,000 or 11.6% during the first nine months of 2003.  Increases in deposits of $39,720,000,

 

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securities sold underagreements to repurchase of $4,080,000, long-term debt of $1,410,000 and theincrease in retained earnings of $2,592,000 were the primary resources for thegrowth in assets. This growth funded increases in net loans of $38,131,000 andsecurities of $8,345,000, along with increases in federal funds sold of$2,341,000 and $1,968,000 in other assets, for the first nine months of 2003.  Peoples’ investment in FHLB stock increasedby $102,000, resulting from the FHLB’s stock ownership requirement as itrelates to the long-term debt increase. Cash and due from bank balancesdecreased by $2,666,000, along with a decrease of $675,000 in interest-bearingdeposits with banks and $186,000 in premises and equipment.

 

Net loans grew $38,131,000 or12.8% during the first nine months of 2003. The majority of this loan growth was in real estate secured loans, whichincreased $38,613,000 or 16.2%, commercial loans, which were up $1,907,000 or6.2% and tax-free loans which were up $1,272,000 or 11.2%.  Decreases were noted in agricultural loans,which were down $1,097,000 or 15.2% and total consumer loans, which were down$921,000 or 6.8%.  The growth in realestate loans was distributed through various categories in which constructionand development loans were up $20,251,000, commercial real estate loans grew$7,461,000, loans secured by agricultural properties increased $6,364,000, homeequity lines of credit increased $5,979,000 and residential first lien loansincreased $840,000. Residential second lien loans reflected a decrease of$2,447,000.

 

Total deposits increased by$39,720,000 or 12.3% since year-end 2002. The increases were realized in demand deposit accounts up $8,874,000 or11.1%, NOW and SuperNOW accounts increased $12,505,000 or 21.1%, money marketaccounts increased $2,432,000 or 6.6% and savings accounts jumped $17,382,000or 34.1%.  Time deposits decreased by$1,473,000 or 1.6% during the nine months ended September 30, 2003.  Impacting the increase in deposits was thetrust department savings funds that were put on deposit at the Bank during thefirst quarter of 2003 and totaled $7,572,000 at September 30, 2003.  In addition, public funds deposits fromcollected tax revenues and Peoples’ business development have contributed tothe growth in deposits.

 

Short and long-term debt bothreflected increases during the nine months of 2003.  Securities sold under agreements to repurchase, increased$4,080,000 or 51.9% and long-term debt increased by $1,410,000 or 4.7%.

 

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#### **Results ofOperations**

 

Net income for the first ninemonths of 2003 was $3,984,000 and totaled $1,498,000 for the three months endedSeptember 30, 2003.  In comparison,net income for the first nine months of 2002 was $3,650,000 and totaled$1,342,000 for the three months ended September 30, 2002.  This reflects a $334,000 or 9.2% increase innet income for the first nine months of 2003 compared to 2002 and an increaseof $156,000 or 11.6% for the third quarter 2003 compared to the third quarter2002. Basic and diluted earnings per share for the first nine months of 2003were $1.34 per share, up from $1.22 per share for the first nine months of2002. Basic and diluted earnings per share for the third quarter of 2003 were$.51 per share, up from $.45 per share for the same period in 2002.

 

Net interest income, for thefirst nine months of 2003, increased by $557,000 or 4.7%, compared to the firstnine months of 2002. Likewise, for the third quarter 2003, net interest incomeincreased by $296,000 or 7.3%, compared to the same time period in 2002.  This increase is a result of increasedvolume in earning assets contributing to higher interest income and the lowerrates on deposits decreasing interest expense. While the net interest margin averaged 4.79% for the first nine monthsof 2002, the margin began to compress during the third quarter last year andcontinued to compress through the fourth quarter of 2002, averaging 4.71% forthe year 2002.  The compression in thenet interest margin has continued in 2003, averaging 4.30 % for the nine monthsended September 30, 2003. With the current rate environment, the federalfunds rate reduction, the already low interest rates being paid on depositaccounts and loans continuing to be refinanced at lower rates, continuedcompression of the margin could occur, which could negatively impact netinterest income in future periods.

 

Peoples recorded a $450,000provision for loan losses during the first nine months of 2003, which was up$120,000, as compared to a provision of $330,000 for the first nine months of2002. The provision for the third quarter of 2003, totaled $150,000, which wascomparable to the third quarter 2002. As a percentage of loans, the allowance for loan losses was 1.44 % atSeptember 30, 2003, compared to 1.49% at year-end 2002 and 1.53% atSeptember 30, 2002. Provisions for loan losses are charged to income tobring the allowance for loan losses to a level deemed appropriate bymanagement.  Management determines theadequacy of the allowance based on on-going quarterly assessments of the loanportfolio, including such factors as: changes in the nature and volume of theportfolio, effects of concentrations of credit, current and projected economicand business conditions, regulatory and consultant recommendations, repaymentpatterns on loans, borrower’s financial condition, current charge-offs, trendsin volume and severity of

 

14

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past due loans and classifiedloans, potential problem loans and supporting collateral.  Management believes the allowance ispresently adequate to cover the inherent risks associated with Peoples’ loanportfolio.

 

Non-interest income increasedby $631,000 or 17.7% and $14,000 or 1.0% for the nine and three month timeperiods ending September 30, 2003, respectively compared to the sameperiods in 2002.  The largest increasein non-interest income for the first nine months of 2003 compared to 2002 was$413,000, in mortgage banking activities. Income from mortgage bankingactivities increased $106,000 for the third quarter 2003, compared to the thirdquarter 2002.  Peoples derives thisincome from the sale of residential mortgage loans on the secondary market. Thefavorable rate environment for mortgage banking activities during 2003 and 2002has led to an increased demand for both purchase-money and refinancing mortgageloans.  This increased demand andPeoples’ efforts to expand the mortgage business by working more closely withlocal realtors in its market area have led to the increased income frommortgage banking activities. In addition, service charges on deposit accountsincreased by $289,000 or 27.1% for the first nine months of 2003 and $97,000 or24.7% for the third quarter 2003, compared to the same periods in 2002. Theincreased service charges on deposit accounts are consistent with the continuedgrowth in the Bank’s core deposit accounts, which generate these fees.  Income from fiduciary activities was up by$64,000 or 14.9%, compared to the first nine months of 2002 and was up $27,000or 18.4% for the third quarter 2003 compared to 2002.  The income increase is consistent with the increase in Peoples’Trust Department total assets under management, which equaled $128,772,000 onSeptember 30, 2003, up from $111,081,000 at September 30, 2002.  Contrary to that, investment management feesfrom Wilmerding decreased by $150,000 or 28.4% for the first nine months of2003 compared to 2002, $54,000 of that decrease was in the third quarter.  There will be no additional investmentmanagement fees collected since Peoples completed the stock sale of Wilmerding,on August 15, 2003, to an unaffiliated third party, and incurred nomaterial gain or loss on the transaction.

 

During the third quarter 2002,Peoples recorded an $84,000 reserve against an impaired security. During 2003,a portion of the impaired securities were called resulting in a realized gainon securities totaling $21,000.  Inaddition, in the third quarter 2002, Peoples realized a gain on the redemptionof a security in the amount of $387,000 that had been written-down in 2000.

 

Other income reflected anincrease of $297,000 or 41.2% for the first nine of 2003, compared to 2002 andan increase of $129,000 or

 

15

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45.0% for the third quarter2003 compared to 2002.  This increasewas a result of increased income from debit card commissions, earnings from investmentsales through INVEST, a third party for which Peoples uses to sell investmentproducts, and incurring a small gain on the sale of a fixed asset during thefirst nine months of 2003 versus a loss on the sale of a fixed asset in 2002.

 

Total non-interest expenseincreased by $487,000 or 4.8% for the first nine months of 2003, compared tothe same time period in 2002, and $62,000 or 1.8% for the third quarter of 2003compared to the third quarter 2002.  Thelargest increase in non-interest expense was in salaries and employee benefits,which increased by $347,000 or 5.5% for the first nine months of 2003, comparedto the first nine months of 2002. Salaries and benefits for the third quarter2003 compared to the same period in 2002 increased by $25,000.  The increases in payroll and payroll relatedexpenses resulted from normal merit increases, additions to staff and increasedincentive compensation accruals. Increases in salary and benefits are anticipated as Peoples continues togrow in size and number of locations.

 

Comparing the first nine monthsof 2003 to first nine months of 2002, occupancy expenses were up by $38,000,furniture and fixture expense increased $24,000, communications and suppliesexpense was up $7,000, taxes other than income was up $12,000, professionalfees were up by $18,000 and other operating expenses were up $41,000.  With the sale of Wilmerding, theirassociated operating expenses stopped as of August 15, 2003.

 

Income tax expense was$1,518,000 for the first nine months of 2003, compared to $1,271,000 for firstnine months of 2002 and $584,000 for the third quarter 2003, compared to$492,000 for the third quarter 2002. Income tax expense as a percentage of income before income taxes was27.6% for the first nine months of 2003, compared to 25.8% for the first ninemonths of 2002.  The difference inPeoples’ effective tax rate from the statutory rate of 34.0% is a result oftax-exempt income on loans, securities, and bank owned life insurance, alongwith tax credits on an investment in a low-income housing partnership.

 

#### **Liquidity**

 

Liquidity represents Peoples’ability to efficiently manage cash flows to support customers’ loan demand,withdrawals by depositors, the payment of operating expenses, as well as theability to take advantage of business and investment opportunities as theyarise.  One 

 

16

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of Peoples’ sources ofliquidity is $338,319,000 in core deposits at September 30, 2003, whichincreased $40,628,000 over total core deposits of $297,691,000 at year-end.Core deposits consist of demand deposits, NOW and Super NOW, money marketfunds, savings, and time deposits under $100,000.  Other sources of liquidity are available from investments ininterest-bearing deposits with banks and federal funds sold, which totaled$11,646,000, and securities maturing in one year or less, which totaled$10,180,000, at September 30, 2003. In comparison, interest-bearing due from banks and federal funds soldtotaled $9,980,000 and securities maturing in one year or less totaled$11,167,000, at year-end 2002.  Inaddition, Peoples has established federal funds lines of credit with othercommercial banks, has borrowing capacity with the Federal Home Loan Bank ofPittsburgh, and has the Federal Reserve Discount Window, any of which can bedrawn upon if needed as a source of liquidity. Management is of the opinion that Peoples’ liquidity is sufficient tomeet its anticipated needs.

 

#### **Capital Resources**

 

Total stockholders’ equity was$49,025,000 as of September 30, 2003, representing a $2,161,000 increasefrom the beginning of the year.  Thegrowth in capital was primarily a result of net earnings retention of$2,592,000; partially offset with a decrease of $211,000 in accumulated othercomprehensive income and the purchase of treasury stock of $220,000. InNovember 2001, the Board approved a second stock repurchase planauthorizing the repurchase of $1,000,000 in Peoples’ stock with a terminationdate that was extended to October 2003. During the third quarter 2003, this plan was completed with repurchasedshares totaling 45,194 at a cost of $1,000,000.  In addition, on June 18, 2002, the Board approved a thirdrepurchase plan for repurchasing another $1,000,000 in Peoples’ stock with atermination date that has been extended to October 2003. Under this plan,645 shares have been repurchased at a cost of $16,000, throughSeptember 30, 2003.

 

At September 30, 2003,Peoples had a leverage ratio of 10.56%, a Tier I capital to risk-based assetsratio of 12.68%, and a total capital to risk-based assets ratio of 13.93 %. AtSeptember 30, 2003, the Bank had a leverage ratio of 9.15%, a Tier Icapital to risk-based assets ratio of 10.89%, and a total capital to risk-basedassets ratio of 12.14%. These ratios indicate Peoples First, Inc. and the Bankboth exceed the federal regulatory minimum requirements to be considered “wellcapitalized.”

 

In 2001, shareholders approvedthe 2001 Stock Option Plan. On June 17, 2003, 85,950 options were grantedunder the plan.

 

17

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##### **Item 3.  Quantitative and Qualitative Disclosureabout Market**

 

There are no material changesin Peoples’ interest rate risk exposure since December 31, 2002. Pleaserefer to the Annual Report on Form 10-K of Peoples First, Inc. for the yearended December 31, 2002, filed with the Securities and ExchangeCommission.

 

**Item 4. Controls and Procedures**

 

Peoples,under the supervision and with the participation of Peoples’ management,including the Chief Executive Officer and the Chief Financial Officer, hasevaluated the effectiveness of the design and operation of Peoples’ disclosurecontrols and procedures.  Based on thatevaluation, Peoples’ Chief Executive Officer and Chief Financial Officerconcluded that Peoples’ disclosure controls and procedures are effective as ofSeptember 30, 2003.  There has beenno change in Peoples’ internal control over financial reporting that occurredduring the quarter ended September 30, 2003 that has materially affected,or is reasonably likely to materially affect, Peoples’ internal control overfinancial reporting.

 

Securitiesand Exchange Commission rules define “disclosure controls and procedures” ascontrols and other procedures of an issuer that are designed to ensure thatinformation required to be disclosed by the issuer in the reports that it filesor submits under the Securities Exchange Act of 1934 is recorded, processed,summarized and reported within the time periods specified in the Commission’srules and forms.  Disclosure controlsand procedures include, without limitation, controls and procedures designed toensure that such information is accumulated and communicated to the issuer’smanagement, including its principal executive officer and principal financialofficer, as appropriate to allow timely decisions regarding requireddisclosure.

 

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**PARTII – OTHER INFORMATION**

 

#### **Item 1.  Legal Proceedings**

 

Not Applicable

 

#### **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 SecurityHolders**

 

Not Applicable

 

#### **Item 5.  Other Information**

 

Not Applicable

 

#### **Item 6.  Exhibits and Reports on Form 8-K**

 

(a)          Exhibits

 
| **Exhibit** |   | **Title**                                                                                                                                                                                          |
|-------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|        |   |                                                                                                                                                                                               |
| 1.1         |   | Articles of  Incorporation of Peoples First, Inc. (Incorporated by reference to Exhibit  3.1 to Peoples’ Registration Statement on Form S-4, No. 333-30640.)                                  |
|        |   |                                                                                                                                                                                               |
| 1.2         |   | Bylaws of  Peoples First Inc. (Incorporated by reference to Exhibit 3.2 to Peoples’  Registration Statement on Form S-4, No. 333-30640.)                                                      |
|        |   |                                                                                                                                                                                               |
| 10.1        |   | Form of  Change in Control Agreements, dated September 15, 2003, between Peoples  First, Inc., The Peoples Bank of Oxford and each of Gary R. Davis, Scott W.  Gundaker, and Susan H. Reeves. |
|        |   |                                                                                                                                                                                               |
| 31.1        |   | Exchange Act  Rules 13a-14 and 15d-14 Certification of Chief Executive Officer                                                                                                                |
|        |   |                                                                                                                                                                                               |
| 31.2        |   | Exchange Act  Rules 13a-14 and 15d-14 Certification of Chief Financial Officer                                                                                                                |
|        |   |                                                                                                                                                                                               |
| 32.1        |   | 18 U.S.C.  Section 1350 Certification of Chief Executive Officer under  Section 906 of the Sarbanes-Oxley Act of 2002                                                                    |
|        |   |                                                                                                                                                                                               |
| 32.2        |   | 18 U.S.C.  Section 1350 Certification of Chief Financial Officer under  Section 906 of the Sarbanes-Oxley Act of 2002                                                                    |

 

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(b) Reports on Form 8-K

Peoples fileda Form 8-K on July 16, 2003 disclosing a press release issued by Peoplesdiscussing second quarter earnings.

### ** **

### **SIGNATURES**

 

 

Pursuant to the requirements ofthe Securities Exchange Act of 1934, Peoples has duly caused this report to besigned on its behalf by the undersigned thereunto duly authorized.

 

 
|   | **PEOPLES FIRST, INC.** |                                    |
|--------|-------------------------|-----------------------------------------|
|   |                    | **(**Registrant)                        |
|   |                    |                                    |
|   |                    |                                    |
| Date:  | November 12,  2003 |                                    |   | BY: | /s/ Hugh J.  Garchinsky |   |
|   |                    | Hugh J.  Garchinsky                     |
|   |                    | President  and  Chief Executive Officer |
|   |                    |                                    |
|   |                    |                                    |
| Date:  | November 12,  2003 |                                    |   | BY: |  /s/ Susan H. Reeves |   |
|   |                    |                                    |
|   |                    | Susan H.  Reeves                        |
|   |                    | Senior Vice  President and              |
|   |                    | Chief  Financial Officer                |
|        |                         |                                         |  |  |  |  |  |

 

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