Peoples Financial (PFBX) 10-Q 2011 Q2 Quarterly report

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           June 30, 2011     

or

[  ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934

Commission File Number           001-12103     

PEOPLES FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Mississippi	64-0709834
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
Lameuse and Howard Avenues, Biloxi, Mississippi	39533
(Address of principal executive offices)	(Zip Code)

(228) 435-5511

(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 by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.) Yes  X  No     

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

Large accelerated filer	Accelerated filer	Non-accelerated filer	Smaller reporting company  X
	Do not check if a smaller reporting company

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the last practicable date. Peoples Financial Corporation has only one class of common stock authorized. At July 29, 2011, there were 15,000,000 shares of $1 par value common stock authorized, with 5,136,918 shares issued and outstanding.

TABLE OF CONTENTS

Part 1 — Financial Information
	Item 1: Financial Statements
	Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations
	Item 4: Controls and Procedures
PART II - OTHER INFORMATION
	Item 1: Legal Proceedings
	Item 5: Other Information
	Item 6 - Exhibits and Reports on Form 8-K
SIGNATURES
EX-31.1
EX-31.2
EX-32.1
EX-32.2
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

Part 1 — Financial Information

Item 1: Financial Statements

Peoples Financial Corporation and Subsidiaries
Consolidated Statements of Condition

	June 30, 2011		December 31, 2010
	(Unaudited)		(Audited)
Assets
Cash and due from banks	$	45,605,429	$	24,146,939
Available for sale securities		319,529,536		287,078,463
Held to maturity securities, fair value of $2,006,142 at June 30, 2011; $2,010,430 at December 31, 2010		1,916,323		1,914,879
Other investments		3,843,455		3,926,371
Federal Home Loan Bank Stock, at cost		2,153,000		2,281,200
Loans		393,389,744		409,898,757
Less: Allowance for loan losses		6,713,484		6,650,258
Loans, net		386,676,260		403,248,499
Bank premises and equipment, net of accumulated depreciation		28,853,143		29,756,239
Other real estate		8,163,237		5,744,150
Accrued interest receivable		3,532,014		3,292,430
Cash surrender value of life insurance		16,076,138		15,951,117
Prepaid FDIC assessments		2,898,420		3,652,972
Other assets		1,968,018		5,552,225
Total assets	$	821,214,973	$	786,545,484

2

Peoples Financial Corporation and Subsidiaries
Consolidated Statements of Condition (continued)

	June 30, 2011		December 31, 2010
	(Unaudited)		(Audited)
Liabilities & Shareholders’ Equity
Liabilities:
Deposits:
Demand, non-interest bearing	$	109,784,048	$	108,277,985
Savings and demand, interest bearing		217,789,641		193,631,209
Time, $100,000 or more		124,242,102		134,667,660
Other time deposits		46,603,645		47,562,661
Total deposits		498,419,436		484,139,515
Federal funds purchased and securities sold under agreements to repurchase		169,044,469		140,102,019
Borrowings from Federal Home Loan Bank		28,955,873		42,957,016
Other liabilities		18,547,716		17,990,072
Total liabilities		714,967,494		685,188,622
Shareholders’ Equity:
Common stock, $1 par value, 15,000,000 shares authorized, 5,136,918 and 5,151,139 shares issued and outstanding at June 30, 2011 and December 31, 2010		5,136,918		5,151,139
Surplus		65,780,254		65,780,254
Undivided profits		33,909,136		33,302,381
Accumulated other comprehensive income (loss), net of tax		1,421,171		(2,876,912	)
Total shareholders’ equity		106,247,479		101,356,862
Total liabilities & shareholders’ equity	$	821,214,973	$	786,545,484

See accompanying notes to consolidated financial statements.

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Peoples Financial Corporation and Subsidiaries
Consolidated Statements of Income
(Unaudited)

	Three Months Ended June 30,				Six Months Ended June 30,
	2011		2010		2011		2010
Interest income:
Interest and fees on loans	$	4,381,186	$	4,893,342	$	9,287,948	$	9,880,468
Interest and dividends on securities:
U.S. Treasuries		63,266		131,216		127,129		325,478
U.S. Government agencies		1,711,696		2,312,723		3,151,058		4,612,426
Mortgage-backed securities		30,957		132,048		30,957		518,924
States and political subdivisions		360,357		316,668		729,458		673,597
Other investments		2,421		3,203		8,639		7,654
Interest on federal funds sold		3,386		1,557		4,738		5,336
Total interest income		6,553,269		7,790,757		13,339,927		16,023,883
Interest expense:
Deposits		651,406		849,297		1,354,117		1,666,786
Long-term borrowings		45,402		109,559		95,467		246,204
Federal funds purchased and securities sold under agreements to repurchase		169,545		276,351		341,568		562,741
Total interest expense		866,353		1,235,207		1,791,152		2,475,731
Net interest income		5,686,916		6,555,550		11,548,775		13,548,152
Provision for allowance for losses on loans		546,000		1,585,000		1,187,000		2,735,000
Net interest income after provision for allowance for losses on loans	$	5,140,916	$	4,970,550	$	10,361,775	$	10,813,152

4

Peoples Financial Corporation and Subsidiaries
Consolidated Statements of Income (continued)
(Unaudited)

	Three Months Ended June 30,					Six Months Ended June 30,
	2011			2010		2011			2010
Non-interest income:
Trust department income and fees	$	323,468		$	282,941	$	669,923		$	590,237
Service charges on deposit accounts		1,455,146			1,579,485		2,874,174			3,151,988
Gain on sales or calls of securities		7,174			1,563,441		7,174			1,567,486
Increase in cash surrender value		125,380			126,344		257,680			255,944
Gain from redemption of life insurance		389,119					389,119
Other income		151,035			132,316		276,162			252,005
Total non-interest income		2,451,322			3,684,527		4,474,232			5,817,660
Non-interest expense:
Salaries and employee benefits		3,395,090			3,398,188		6,771,387			6,810,463
Net occupancy		655,236			544,121		1,269,170			1,068,898
Equipment rentals, depreciation and maintenance		951,812			951,312		1,822,212			1,886,765
FDIC assessments		437,086			390,517		842,912			740,904
Other expense		1,535,141			1,402,857		3,224,909			3,109,245
Total non-interest expense		6,974,365			6,686,995		13,930,590			13,616,275
Income before income taxes		617,873			1,968,082		905,417			3,014,537
Income tax expense (benefit)		(192,000	)		522,000		(342,000	)		697,000
Net income	$	809,873		$	1,446,082	$	1,247,417		$	2,317,537
Basic and diluted earnings per share	$	.16		$	.28	$	.24		$	.45

See accompanying notes to consolidated financial statements.

5

Peoples Financial Corporation and Subsidiaries
Consolidated Statement of Changes in Shareholders’ Equity and Comprehensive Income

												Accumulated
	Number of											Other
	Common			Common					Undivided			Comprehensive			Comprehensive
	Shares			Stock			Surplus		Profits			Income (Loss)			Income			Total
Balance, January 1, 2011		5,151,139		$	5,151,139		$	65,780,254	$	33,302,381		$	(2,876,912	)				$	101,356,862
Comprehensive income:
Net income										1,247,417					$	1,247,417			1,247,417
Net unrealized gain on available for sale securities, net of tax													4,302,818			4,302,818			4,302,818
Reclassification adjustment for available for sale securities called or sold in current year, net of tax													(4,735	)		(4,735	)		(4,735	)
Total comprehensive income															$	5,545,500
Dividend declared ($.09 per share)										(462,323	)								(462,323	)
Retirement of stock		(14,221	)		(14,221	)				(178,339	)								(192,560	)
Balance, June 30, 2011		5,136,918		$	5,136,918		$	65,780,254	$	33,909,136		$	1,421,171					$	106,247,479

Note: Balances as of January 1, 2011 were audited.

See accompanying notes to consolidated financial statements.

6

Peoples Financial Corporation and Subsidiaries
Consolidated Statements of Cash Flows (Unaudited)

	Six Months Ended June 30,
	2011			2010
Cash flows from operating activities:
Net income	$	1,247,417		$	2,317,537
Adjustment to reconcile net income to net cash provided by operating activities:
Depreciation		1,176,000			1,218,000
Provision for allowance for loan losses		1,187,000			2,735,000
Loss on writedown of other real estate		124,606			77,350
Loss on sales of other real estate		25,291			39,350
Loss on other investments		82,916			15,550
Gain on sales and calls of securities		(7,174	)		(1,567,486	)
Accretion of held to maturity securities		(1,444	)		(1,413	)
Change in accrued interest receivable		(239,584	)		625,954
Change in other assets		2,605,373			15,556
Change in other liabilities		80,850			20,596,976
Net cash provided by operating activities	$	6,281,251		$	26,072,374

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Peoples Financial Corporation and Subsidiaries
Consolidated Statements of Cash Flows (continued) (unaudited)

	Six Months Ended June 30,
	2011			2010
Cash flows from investing activities:
Proceeds from maturities, sales and calls of available for sale securities	$	78,710,848		$	147,206,124
Investment in available for sale securities		(104,646,484	)		(173,037,295	)
Proceeds from maturities of held to maturity securities					389,920
Redemption of Federal Home Loan Bank Stock		128,200			1,645,100
Proceeds from sales of other real estate		358,526			807,500
Loans, net change		12,457,729			17,045,947
Acquisition of premises and equipment		(272,904	)		(172,932	)
Investment in other assets		(125,021	)		(325,325	)
Net cash used in investing activities		(13,389,106	)		(6,440,961	)
Cash flows from financing activities:
Demand and savings deposits, net change		25,664,495			20,461,290
Time deposits made, net change		(11,384,574	)		28,392,369
Cash dividends		(462,323	)		(515,170	)
Retirement of common stock		(192,560	)
Borrowings from Federal Home Loan Bank		330,002,395			390,669,662
Repayments to Federal Home Loan Bank		(344,003,538	)		(441,123,947	)
Federal funds purchased and securities sold under agreements to repurchase, net change		28,942,450			(3,558,614	)
Net cash provided by (used in) financing activities		28,566,345			(5,674,410	)
Net increase in cash and cash equivalents		21,458,490			13,957,003
Cash and cash equivalents, beginning of period		24,146,939			29,155,294
Cash and cash equivalents, end of period	$	45,605,429		$	43,112,297

See accompanying notes to consolidated financial statements.

8

PEOPLES FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
For the Six Months Ended June 30, 2011 and 2010

1. Basis of Presentation:

Peoples Financial Corporation (the “Company”) is a one-bank holding company headquartered in Biloxi, Mississippi. Its two operating subsidiaries are The Peoples Bank, Biloxi, Mississippi (the “Bank”), and PFC Service Corp. Its principal subsidiary is The Peoples Bank, Biloxi, Mississippi, which provides a full range of banking, financial and trust services to state, county and local government entities and individuals and small and commercial businesses operating in Harrison, Hancock, Stone and Jackson counties.

The accompanying unaudited consolidated financial statements and notes thereto contain all adjustments, consisting only of normal recurring adjustments, necessary to present fairly, in accordance with accounting principles generally accepted in the United States of America (“GAAP”), the financial position of the Company and its subsidiaries as of June 30, 2011 and the results of their operations and their cash flows for the periods presented. The interim financial information should be read in conjunction with the annual consolidated financial statements and the notes thereto included in the Company’s 2010 Annual Report and Form 10-K.

The results of operations for the six months ended June 30, 2011, are not necessarily indicative of the results to be expected for the full year.

Use of Estimates - The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates.

Summary of Significant Accounting Policies - The accounting and reporting policies of the Company conform with GAAP and general practices within the banking industry. There have been no material changes or developments in the application of principles or in our evaluation of the accounting estimates and the underlying assumptions or methodologies that we believe to be Critical Accounting Policies as disclosed in our Form 10-K for the year ended December 31, 2010.

2. Earnings Per Share:

Per share data is based on the weighted average shares of common stock outstanding of 5,136,918 and 5,151,697 for the six months ended June 30, 2011 and 2010, respectively, and 5,136,918 and 5,151,697 for the quarters ended June 30, 2011 and 2010, respectively.

3. Statements of Cash Flows:

The Company has defined cash and cash equivalents as cash and due from banks. The Company paid $1,811,218 and $2,475,536 for the six months ended June 30, 2011 and 2010, respectively, for interest on deposits and borrowings. Income tax payments of $235,000 and $625,000 were made

9

during the six months ended June 30, 2011 and 2010, respectively. Loans transferred to other real estate amounted to $2,927,510 and $799,800 during the six months ended June 30, 2011 and 2010, respectively. Dividends payable of $462,323 as of December 31, 2010 were paid during the six months ended June 30, 2011.

4. Investments:

The amortized cost and fair value of securities at June 30, 2011 and December 31, 2010, are as follows:

			Gross		Gross
			Unrealized		Unrealized
June 30, 2011	Amortized Cost		Gains		Losses			Fair Value
Available for sale securities:
Debt securities:
U.S. Treasuries	$	16,961,812	$	129,805	$	(4,428	)	$	17,087,189
U.S. Government agencies		256,404,465		2,564,060		(377,975	)		258,590,550
Mortgage-backed securities		4,879,688		92,224					4,971,912
States and political subdivisions		36,872,481		1,359,439		(2,018	)		38,229,902
Total debt securities		315,118,446		4,145,528		(384,421	)		318,879,553
Equity securities		649,983							649,983
Total available for sale securities	$	315,768,429	$	4,145,528	$	(384,421	)	$	319,529,536
Held to maturity securities:
States and political subdivisions	$	1,916,323	$	89,819	$			$	$2,006,142
Total held to maturity securities	$	1,916,323	$	89,819	$			$	2,006,142

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			Gross		Gross
			Unrealized		Unrealized
December 31, 2010	Amortized Cost		Gains		Losses			Fair Value
Available for sale securities:
Debt securities:
U.S. Treasuries	$	26,957,061	$	51,729	$	(499,819	)	$	26,508,971
U.S. Government agencies		221,639,699		1,055,500		(4,099,256	)		218,595,943
States and political subdivisions		40,578,877		1,114,322		(369,633	)		41,323,566
Total debt securities		289,175,637		2,221,551		(4,968,708	)		286,428,480
Equity securities		649,983							649,983
Total available for sale securities	$	289,825,620	$	2,221,551	$	(4,968,708	)	$	287,078,463
Held to maturity securities:
States and political subdivisions	$	1,914,879	$	95,551	$			$	2,010,430
Total held to maturity securities	$	1,914,879	$	95,551	$			$	2,010,430

The amortized cost and fair value of debt securities at June 30, 2011, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

	Amortized Cost		Fair Value
Available for sale securities:
Due in one year or less	$	2,055,295	$	2,094,894
Due after one year through five years		81,172,973		82,366,068
Due after five years through ten years		144,730,325		146,645,370
Due after ten years		82,280,165		82,801,309
Mortgage-backed securities		4,879,688		4,971,912
Totals	$	315,118,446	$	318,879,553
Held to maturity securities:
Due after one year through five years	$	1,451,901	$	1,524,683
Due after five years through ten years		464,422		481,459
Totals	$	1,916,323	$	2,006,142

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Securities with gross unrealized losses at June 30, 2011 and December 31, 2010, aggregated by investment category and length of time that individual securities have been in a continuous loss position are as follows:

	Less Than Twelve Months				Over Twelve Months				Total
			Gross				Gross				Gross
			Unrealized				Unrealized				Unrealized
June 30, 2011:	Fair Value		Losses		Fair Value		Losses		Fair Value		Losses
U.S. Treasuries	$	1,001,640	$	4,428	$		$		$	1,001,640	$	4,428
U.S. Government agencies		49,538,250		377,975						49,538,250		377,975
States and political subdivisions		321,155		2,018						321,155		2,018
TOTAL	$	50,861,045	$	384,421	$		$		$	50,861,045	$	384,421
December 31, 2010:
U.S. Treasuries	$	15,457,980	$	499,819	$		$		$	15,457,980	$	499,819
U.S. Government agencies		138,075,993		4,099,256						138,075,993		4,099,256
States and political subdivisions		5,295,359		172,435		2,028,616		197,198		7,323,975		369,633
TOTAL	$	158,829,332	$	4,771,510	$	2,028,616	$	197,198	$	160,857,948	$	4,968,708

Management evaluates securities for other-than-temporary impairment on a monthly basis. In performing this evaluation, the length of time and the extent to which the fair value has been less than cost, the fact that the Company’s securities are primarily issued by U.S. Treasury and U.S. Government Agencies and the cause of the decline in value are considered. In addition, the Company does not intend to sell and it is not more likely than not that it will be required to sell these securities before maturity. While some available for sale securities have been sold for liquidity purposes or for gains, the Company has traditionally held its securities, including those classified as available for sale, until maturity. As a result of the evaluation of these securities, the Company has determined that the unrealized losses summarized in the tables above are not deemed to be other-than-temporary.

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5. Loans:

The composition of the loan portfolio at June 30, 2011 and December 31, 2010, is as follows:

	June 30, 2011		December 31, 2010
Gaming	$	44,909,921	$	44,342,798
Residential and land development		29,123,815		30,063,593
Real estate, construction		62,008,715		60,982,989
Real estate, mortgage		220,177,439		222,578,080
Commercial and industrial		24,463,860		36,463,500
Other		12,705,994		15,467,797
Total	$	393,389,744	$	409,898,757

The age analysis of the loan portfolio, segregated by class of loans, as of June 30, 2011 and December 31, 2010, is as follows:

													Loans Past
	Number of Days Past Due												Due Greater
					Greater		Total				Total		Than 90 Days
	30 - 59		60 - 89		Than 90		Past Due		Current		Loans		& Still Accruing
June 30, 2011:
Gaming	$		$		$	275,165	$	275,165	$	44,634,756	$	44,909,921	$	275,165
Residential and land development						15,819,820		15,819,820		13,303,995		29,123,815
Real estate, construction		4,348,383		473,891		762,625		5,584,899		56,423,816		62,008,715		762,624
Real estate, mortgage		5,234,786		6,727,950		812,286		12,775,022		207,402,417		220,177,439		32,420
Commercial and industrial		1,604,289		24,701		123,856		1,752,846		22,711,014		24,463,860		123,856
Other		394,430		58,810		818		454,058		12,251,936		12,705,994		817
Total	$	11,581,888	$	7,285,352	$	17,794,570	$	36,661,810	$	356,727,934	$	393,389,744	$	1,194,882
December 31, 2010:
Gaming	$		$		$	2,808,409	$	2,808,409	$	41,534,389	$	44,342,798	$
Residential and land development		2,281,675				2,317,327		4,599,002		25,464,591		30,063,593
Real estate, construction		8,041,900		4,433,125		4,373,103		16,848,128		44,134,861		60,982,989		1,990,772
Real estate, mortgage		18,479,501		4,639,802		5,139,974		28,259,277		194,318,803		222,578,080		955,715
Commercial and industrial		1,558,356		98,328		41,181		1,697,865		34,765,635		36,463,500		14,099
Other		273,940		33,544		969		308,453		15,159,344		15,467,797		969
Total	$	30,635,372	$	9,204,799	$	14,680,963	$	54,521,134	$	355,377,623	$	409,898,757	$	2,961,555

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The Company monitors the credit quality of its loan portfolio through the use of a loan grading system. A score of 1 — 5 is assigned to the loan based on factors including repayment ability, trends in net worth and/or financial condition of the borrower and guarantors, employment stability, management ability, loan to value fluctuations, the type and structure of the loan, conformity of the loan to bank policy and payment performance. Based on the total score, a loan grade of A - F is applied. A grade of A will generally be applied to loans for customers that are well known to the Company and that have excellent sources of repayment. A grade of B will generally be applied to loans for customers that have excellent sources of repayment which have no identifiable risk of collection. A grade of C will generally be applied to loans for customers that have adequate sources of repayment which have little identifiable risk of collection. Loans with a grade of C may be placed on the watch list if weaknesses are not resolved which could result in potential loss. A grade of D will generally be applied to loans for customers that are inadequately protected by current sound net worth, paying capacity of the borrower, or pledged collateral. Loans with a grade of D have unsatisfactory characteristics such as cash flow deficiencies, bankruptcy filing by the borrower or dependence on the sale of collateral for the primary source of repayment, causing more than acceptable levels of risk. Loans 60 to 89 days past due receive a grade of D. A grade of E will generally be applied to loans for customers with weaknesses inherent in the “D” classification and in which collection or liquidation in full is questionable. All loans 90 days or more past due are rated E. A grade of F is applied to loans which are considered uncollectible and of such little value that their continuance in an active bank is not warranted. Loans with this grade are charged off, even though partial or full recovery may be possible in the future. All loans 180 days or more past due are rated F and charged off unless the Bank is in the process of collection.

An analysis of the loan portfolio by loan grade, segregated by class of loans, as of June 30, 2011 and December 31, 2010, is as follows:

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	Loans With A Grade Of:
	A or B		C		D		E		Total
June 30, 2011:
Gaming	$	29,181,795	$		$		$	15,728,126	$	44,909,921
Residential and land development		5,012,773		4,220,000		19,258,722		632,320		29,123,815
Real estate, construction		52,101,038		73,594		9,640,556		193,527		62,008,715
Real estate, mortgage		181,993,752		5,792,770		29,939,922		2,450,995		220,177,439
Commercial and industrial		15,697,642		299,048		8,262,406		204,764		24,463,860
Other		12,372,826		38,145		289,718		5,305		12,705,994
Total	$	296,359,826	$	10,423,557	$	67,391,324	$	19,215,037	$	393,389,744
December 31, 2010:
Gaming	$	27,397,218	$		$	6,413,068	$	10,532,512	$	44,342,798
Residential and land development		25,664,590		864,342		3,102,340		432,321		30,063,593
Real estate, construction		52,417,942		314,806		7,715,653		534,588		60,982,989
Real estate, mortgage		184,963,841		8,247,627		25,669,185		3,697,427		222,578,080
Commercial and industrial		33,702,021		289,222		2,323,291		148,966		36,463,500
Other		15,232,311		39,865		195,621				15,467,797
Total	$	339,377,923	$	9,755,862	$	45,419,158	$	15,345,814	$	409,898,757

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Total loans on nonaccrual as of June 30, 2011 and December 31, 2010, are as follows:

	June 30, 2011		December 31, 2010
Gaming	$	15,728,126	$	10,221,662
Residential and land development		15,819,821		632,321
Real estate, construction				386,557
Real estate, mortgage		1,014,036		3,268,778
Commercial and industrial				27,081
Other				698
Total	$	32,561,983	$	14,537,097

The Company has modified certain loans by granting interest rate concessions to these customers. These loans are classified as troubled debt restructurings. These loans are all in compliance with their modified terms and are currently accruing. Troubled debt restructurings as of June 30, 2011 and December 31, 2010 are as follows:

			Pre-Modification		Post-Modification
	Number		Outstanding		Outstanding
	of		Recorded		Recorded		Related
	Contracts		Investment		Investment		Allowance
June 30, 2011:
Real estate, construction		1	$	183,607	$	183,607	$	112,000
Real estate, mortgage		2		8,874,063		8,874,063		498,000
Commercial and industrial		1		708,352		708,352
		4	$	9,766,022	$	9,766,022	$	610,000
December 31, 2010:
Real estate, construction		1	$	186,831	$	186,831	$	116,000
Real estate, mortgage		1		515,663		515,663		110,000
		2	$	702,494	$	702,494	$	226,000

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Impaired loans, segregated by class of loans, as of June 30, 2011 and December 31, 2010, are as follows:

	Unpaid						Average
	Principal		Recorded		Related		Recorded
	Balance		Investment		Allowance		Investment
June 30, 2011:
Gaming	$	15,728,125	$	15,728,126	$		$	10,116,646
Residential and land development		19,500,599		15,819,821				632,321
Real estate, construction		183,607		183,607		112,000		185,120
Real estate, mortgage		10,818,096		9,888,099		935,201		1,207,129
Commercial and industrial		708,352		708,352				3,935
Total	$	46,938,779	$	42,328,005	$	1,047,201	$	12,145,151
December 31, 2010:
Gaming	$	10,532,512	$	10,221,662	$	107,328	$	9,363,015
Residential and land development		4,313,098		632,321		8,220		2,692,751
Real estate, construction		573,388		573,388		179,000		199,531
Real estate, mortgage		4,762,356		3,784,441		649,392		2,366,888
Commercial and industrial		27,081		27,081		195		8,065
Other		698		698		698		590
Total	$	20,209,133	$	15,239,591	$	944,833	$	14,630,840

No material interest income was recognized on impaired loans for the six months ended June 30, 2011 and the year ended December 31, 2010.

6. Allowance for Loan Losses:

Transactions in the allowance for loan losses for the quarters and six months ended June 30, 2011 and 2010, and the balances of loans, individually and collectively evaluated for impairment as of June 30, 2011 and 2010, are as follows (in thousands):

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				Residential
				and Land			Real Estate,			Real Estate,			Commercial
	Gaming			Development			Construction			Mortgage			and Industrial			Other			Total
For the six months ended June 30, 2011:
Allowance for Loan Losses:
Beginning Balance	$	466		$	1,069		$	1,020		$	3,413		$	480		$	202		$	6,650
Charge-offs								(212	)		(956	)		(46	)		(102	)		(1,316	)
Recoveries		35			32						46			16			63			192
Provision		(249	)		(572	)		226			1,638			40			104			1,187
Ending Balance	$	252		$	529		$	1,034		$	4,141		$	490		$	267		$	6,713
For the quarter ended June 30, 2011:
Allowance for Loan Losses:
Beginning Balance	$	233		$	613		$	1,260		$	4,217		$	692		$	90		$	7,105
Charge-offs								(212	)		(708	)		(25	)		(72	)		(1,017	)
Recoveries		35												3			41			79
Provision		(16	)		(84	)		(14	)		632			(180	)		208			546
Ending Balance	$	252		$	529		$	1,034		$	4,141		$	490		$	267		$	6,713
Allowance For Loan Losses, June 30, 2011:
Ending balance: individually evaluated for impairment	$			$			$	250		$	1,754		$	302		$	53		$	2,359
Ending Balance: collectively evaluated for impairment	$	252		$	529		$	784		$	2,387		$	188		$	214		$	4,354
Total Loans, June 30, 2011:
Ending balance: individually evaluated for impairment	$	22,303		$	19,891		$	9,834		$	32,391		$	1,892		$	295		$	86,606
Ending balance: collectively evaluated for impairment	$	22,607		$	9,233		$	52,175		$	187,786		$	22,571		$	12,411		$	306,783

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			Residential
			and Land		Real Estate,			Real Estate,			Commercial
	Gaming		Development		Construction			Mortgage			and Industrial			Other			Total
For the six months ended June 30, 2010:
Allowance for Loan Losses:
Beginning Balance	$	699	$	1,198	$	1,019		$	3,549		$	1,293		$	70		$	7,828
Charge-offs						(562	)		(785	)					(122	)		(1,469	)
Recoveries												11			63			74
Provision		297		1,442		75			1,439			(606	)		88			2,735
Ending Balance	$	996	$	2,640	$	532		$	4,203		$	698		$	99		$	9,168
For the quarter ended June 30, 2010:
Allowance for Loan Losses:
Beginning Balance	$	901	$	1,844	$	525		$	4,208		$	585		$	216		$	8,279
Charge-offs						(11	)		(663	)					(40	)		(714	)
Recoveries												1			17			18
Provision		95		796		18			658			112			(94	)		1,585
Ending Balance	$	996	$	2,640	$	532		$	4,203		$	698		$	99		$	9,168
Allowance for Loan Losses, June 30, 2010:
Ending balance: individually evaluated for impairment	$	337	$	1,309	$	467		$	1,625		$	399		$	5		$	4,142
Ending balance:
collectively evaluated for impairment	$	659	$	1,331	$	65		$	2,578		$	299		$	94		$	5,026
Total Loans, June 30, 2010:						��
Ending balance: individually evaluated for impairment	$	2,808	$	5,664	$	2,308		$	8,263		$	1,240		$	13		$	20,296
Ending balance: collectively evaluated for impairment	$	62,828	$	35,195	$	48,016		$	220,999		$	44,450		$	13,952		$	425,440

7. Deposits:

At June 30, 2011, time deposits of $100,000 or more include brokered deposits of $22,696,000 which mature in 2012.

8. Shareholders’ Equity:

On June 29, 2011, the Board of Directors declared a semi-annual dividend of $.09 per share with a record date of July 13, 2011 and a payment date of July 20, 2011.

9. Accumulated Other Comprehensive Income (Loss):

At June 30, 2011, accumulated other comprehensive income (loss) included the unrealized gain on available for sale securities of $2,493,616, net of tax of $1,267,491, and the loss from the unfunded post-retirement benefit obligation of $1,072,445, net of tax of $552,471.

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10. Fair Value of Financial Instruments:

The Company reports certain assets and liabilities at their estimated fair value. These assets and liabilities are classified and disclosed in one of three categories based on the inputs used to develop the measurements. The categories, which establish a hierarchy for ranking the quality and reliability of the information used to determine fair value, are: Level 1 — Quoted market prices in active markets for identical assets or liabilities, Level 2 — Observable market based inputs or unobservable inputs or unobservable inputs that are corroborated by market data, or Level 3 — Unobservable inputs that are not corroborated by market data.

The Company is required to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized in the statement of condition, for which it is practical to estimate its fair value. Certain financial instruments and all nonfinancial instruments are excluded from these disclosure requirements. Significant assets and liabilities that are not considered financial instruments include deferred income taxes and bank premises and equipment. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the Company. In preparing these disclosures, Management made highly sensitive estimates and assumptions in developing the methodology to be utilized in the computation of fair value. These estimates and assumptions were formulated based on judgments regarding economic conditions and risk characteristics of the financial instruments that were present at the time the computations were made. Events may occur that alter these conditions and may change the assumptions as well. A change in the assumptions might affect the fair value of the financial instruments disclosed in this footnote. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument. Fair value estimates are based on existing on and off-balance sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. In addition, the tax consequences related to the realization of the unrealized gains and losses have not been computed or disclosed herein. These methods and assumptions are set forth below.

Cash and Due from Banks
The carrying amount shown as cash and due from banks approximates fair value.

Federal Funds Sold
The carrying amount shown as federal funds sold approximates fair value.

Available for Sale Securities

The fair value of available for sale securities is based on quoted market prices. The Company’s available for sale securities are reported at their estimated fair value, which is determined utilizing several sources. The primary source is Interactive Data Corporation, which utilizes pricing models that vary based on asset class and include available trade, bid and other market information and whose methodology includes broker quotes, proprietary models and vast descriptive databases. The other source for determining fair value is matrix pricing, which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark securities.

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All of the Company’s available for sale securities are Level 2 assets.

Held to Maturity Securities
The fair value of held to maturity securities is based on quoted market prices.

Other Investments
The carrying amount shown as other investments approximates fair value.

Federal Home Loan Bank Stock
The carrying amount shown as Federal Home Loan Bank Stock approximates fair value.

Loans

The fair value of fixed rate loans is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings for the remaining maturities. The cash flows considered in computing the fair value of such loans are segmented into categories relating to the nature of the contract and collateral based on contractual principal maturities. Appropriate adjustments are made to reflect probable credit losses. Cash flows have not been adjusted for such factors as prepayment risk or the effect of the maturity of balloon notes. The fair value of floating rate loans is estimated to be its carrying value. At each reporting period, the Company determines which loans are impaired. Accordingly, the Company’s impaired loans are reported at their estimated fair value on a non-recurring basis. An allowance for each impaired loan, which are generally collateral-dependent, is calculated based on the fair value of its collateral. The fair value of the collateral is based on appraisals performed by third-party valuation specialists. Factors including the assumptions and techniques utilized by the appraiser are considered by Management. If the recorded investment in the impaired loan exceeds the measure of fair value of the collateral, a valuation allowance is recorded as a component of the allowance for loan losses. When the fair value of the collateral is based on an observable market price or a current appraised value, the Company records the impaired loan as a non-recurring Level 2 asset. When an appraised value is not available or Management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price, the Company records the impaired loan as a non-recurring Level 3 asset.

Other Real Estate

When Management determines that it has sustained a loss on a loan, it may be necessary to foreclose on the related collateral. Other real estate acquired through foreclosure is carried at fair value, less estimated costs to sell. The fair value of the collateral is based on appraisals performed by third-party valuation specialists. Factors including the assumptions and techniques utilized by the appraiser are considered by Management. If the current appraisal is more than one year old and/or the loan balance is more than $200,000, a new appraisal is obtained. Otherwise, the Bank’s in-house property evaluator and Management will determine the fair value of the collateral, based on comparable sales, market conditions, Management’s plans for disposition and other estimates of fair value obtained from principally independent sources, adjusted for estimated selling costs. When the fair value of the collateral is based on an observable market price or a current appraised value, the Company records the other real estate as a non-recurring Level 2 asset. When an appraised value is

21

not available or Management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price, the Company records the other real estate as a non-recurring Level 3 asset.

Cash Surrender Value of Life Insurance
The carrying amount of cash surrender value of bank-owned life insurance approximates fair value.

Deposits

The fair value of non-interest bearing demand and interest bearing savings and demand deposits is the amount reported in the financial statements. The fair value of time deposits is estimated by discounting the cash flows using current rates of time deposits with similar remaining maturities. The cash flows considered in computing the fair value of such deposits are based on contractual maturities, since approximately 98% of time deposits provide for automatic renewal at current interest rates.

Federal Funds Purchased and Securities Sold under Agreements to Repurchase
The carrying amount shown as federal funds purchased and securities sold under agreements to repurchase approximates fair value.

Borrowings from Federal Home Loan Bank
The fair value of FHLB fixed rate borrowings is estimated using discounted cash flows based on current incremental borrowing rates for similar types of borrowing arrangements. The Company has no FHLB variable rate borrowings.

Commitments to Extend Credit and Standby Letters of Credit
Because commitments to extend credit and standby letters of credit are generally short-term and at variable rates, the contract value and estimated value associated with these instruments are immaterial.

The balances of available for sale securities, which are the only assets measured at fair value on a recurring basis, by level within the fair value hierarchy and by investment type, as of June 30, 2011 and December 31, 2010 are as follows:

			Fair Value Measurement Using
June 30, 2011:	Total		Level 1	Level 2		Level 3
U.S. Treasuries	$	17,087,189	$	$	17,087,189	$
U.S. Government agencies		258,590,550			258,590,550
Mortgage-backed securities		4,971,912			4,971,912
States and political subdivisions		38,229,902			38,229,902
Equity securities		649,983			649,983
Total	$	319,529,536	$	$	319,529,536	$

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			Fair Value Measurement Using
December 31, 2010:	Total		Level 1	Level 2		Level 3
U.S. Treasuries	$	26,508,971	$	$	26,508,971	$
U.S. Government agencies		218,595,943			218,595,943
States and political subdivisions		41,323,566			41,323,566
Equity securities		649,983			649,983
Total	$	287,078,463	$	$	287,078,463	$

Impaired loans, which are measured at fair value on a non-recurring basis, by level within the fair value hierarchy as of June 30, 2011 and December 31, 2010 are as follows:

			Fair Value Measurement Using
	Total		Level 1	Level 2	Level 3
June 30, 2011	$	41,280,804	$	$	$	41,280,804
December 31, 2010		14,294,758				14,294,758

The following table presents a summary of changes in the fair value of impaired loans which are measured using level 3 inputs:

	For the Six Months			For the Year
	Ended			Ended
	June 30, 2011			December 31, 2010
Balance, beginning of period	$	14,294,758		$	20,110,330
Additions to impaired loans and troubled debt restructurings		33,612,742			5,519,905
Principal payments, charge-offs and transfers to other real estate		(6,524,327	)		(12,286,059	)
Change in allowance for loan losses on impaired loans		(102,369	)		950,583
Balance, end of period	$	41,280,804		$	14,294,758

Other real estate, which is measured at fair value on a non-recurring basis, by level within the fair value hierarchy as of June 30, 2011 and December 31, 2010 are as follows:

			Fair Value Measurement Using
	Total		Level 1	Level 2		Level 3
June 30, 2011	$	8,163,237	$	$	1,205,000	$	6,958,237
December 31, 2010		5,744,150			1,248,816		4,495,334

The following table presents a summary of changes in the fair value of other real estate which is measured using level 3 inputs:

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	For the Six			For the Year
	Months Ended			Ended
	June 30, 2011			December 31, 2010
Balance, beginning of period	$	4,495,334		$	1,521,313
Loans transferred to ORE		2,899,509			4,466,221
Sales		(312,000	)		(1,414,850	)
Writedowns		(124,606	)		(77,350	)
Balance, end of period	$	6,958,237		$	4,495,334

The carrying value and estimated fair value of financial assets and financial liabilities at June 30, 2011 and December 31, 2010, are as follows:

	June 30, 2011				December 31, 2010
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Financial Assets:
Cash and due from banks	$	45,605,429	$	45,605,429	$	24,146,939	$	24,146,939
Available for sale securities		319,529,536		319,529,536		287,078,463		287,078,463
Held to maturity securities		1,916,323		2,006,142		1,914,879		2,010,430
Other investments		3,843,455		3,843,455		3,926,371		3,926,371
Federal Home Loan Bank stock		2,153,000		2,153,000		2,281,200		2,281,200
Loans, net		386,676,260		391,565,813		403,248,499		407,363,159
Cash surrender value of life insurance		16,076,138		16,076,138		15,951,117		15,951,117
Financial Liabilities:
Deposits:
Non-interest bearing		109,784,048		109,784,048		108,277,985		108,277,985
Interest bearing		388,635,388		389,714,767		375,861,530		376,715,446
Total deposits		498,419,436		499,498,815		484,139,515		484,993,431
Federal funds purchased and securities sold under agreements to repurchase		169,044,469		169,044,469		140,102,019		140,102,019
Borrowings from Federal Home Loan Bank		28,955,873		30,375,454		42,957,016		43,990,270

11. New Accounting Pronouncements:

In January 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2011-01, Receivables (Topic 310): Deferral of the Effective Date of Disclosures about Troubled Debt Restructurings in Update No. 2010-20 (“ASU No. 2011-01). ASU No. 2011-01 temporarily delays the effective date of the disclosures about troubled debt restructurings required in Accounting Standards Update No. 2010-20. It is not expected to have a material impact on the Company’s results of operations or financial position.

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In April 2011, the FASB issued Accounting Standards Update No. 2011-02, Receivables: A Creditor’s Determination of Whether a Restructuring is a Troubled Debt Restructuring (“ASU No. 2011-02”). ASU No. 2011-02 establishes the effective date for the disclosures about troubled debt restructurings required in ASU No. 2010-20. The standard is effective for the Company for fiscal quarters beginning after June 15, 2010 and is not expected to have a material impact on the Company’s results of operations, financial position or disclosures.

In May 2011, the FASB issued ASU No. 2011-04, Fair Value Measurement (“ASU No. 2011-04”). ASU No. 2011-04 amends the fair value measurement and disclosure requirements in order to gain consistency between the generally accepted accounting principles in the United States and the International Financial Reporting Standards. The effective date for ASU No. 2011-04 is for the first interim or annual period beginning on or after December 15, 2011. The adoption of ASU No. 2011-04 is not expected to have a material impact on the Company’s results of operations, financial position or disclosures.

In June 2011, the FASB issued ASU No. 2011-05, Comprehensive Income (“ASU No. 2011-05”). ASU No. 2011-05 requires entities to present the total of comprehensive income, the components of net income and the components of other comprehensive income in a single statement of comprehensive income or in two separate consecutive statements. The effective date for ASU 2011-05 is for the first interim or annual period beginning on or after December 15, 2011. The adoption of ASU No. 2011-05 is not expected to have a material impact on the Company’s results of operations or financial position. As the Company currently presents changes in comprehensive income in the Consolidated Statement of Changes in Shareholders’ Equity and Comprehensive Income, the adoption of ASU No. 2011-05 will result in a change in how comprehensive income is disclosed.

12. Reclassifications:

Certain reclassifications, which had no effect on prior year net income, have been made to prior period statements to conform to current year presentation.

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Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations

GENERAL

The Company is a one-bank holding company headquartered in Biloxi, Mississippi. It has two operating subsidiaries, PFC Service Corp., an inactive company, and The Peoples Bank, Biloxi, Mississippi (the “Bank”). The Bank provides a full range of banking, financial and trust services to state, county and local government entities and individuals and small and commercial businesses operating in Harrison, Hancock, Stone and Jackson counties in Mississippi.

The following presents Management’s discussion and analysis of the consolidated financial condition and results of operations of Peoples Financial Corporation and Subsidiaries. These comments should be considered in combination with the Consolidated Financial Statements and Notes to Consolidated Financial Statements included in this report on Form 10-Q and the Consolidated Financial Statements, Notes to Consolidated Financial Statements and Management’s Discussion and Analysis included in the Company’s Form 10-K for the year ended December 31, 2010.

Forward-Looking Information

Congress passed the Private Securities Litigation Act of 1995 in an effort to encourage corporations to provide information about a company’s anticipated future financial performance. This act provides a safe harbor for such disclosure which protects the companies from unwarranted litigation if actual results are different from management expectations. This report contains forward-looking statements and reflects industry conditions, company performance and financial results. These forward-looking statements are subject to a number of factors and uncertainties which could cause the Company’s actual results and experience to differ from the anticipated results and expectations expressed in such forward-looking statements. Such factors and uncertainties include, but are not limited to: changes in interest rates and market prices, changes in local economic and business conditions, increased competition for deposits and loans, a deviation in actual experience from the underlying assumptions used to determine and establish the allowance for loan losses, changes in the availability of funds resulting from reduced liquidity, changes in government regulations and acts of terrorism, weather or other events beyond the Company’s control.

New Accounting Pronouncements

The FASB has issued new accounting standards updates, which are disclosed in Note 11 to the accompanying consolidated financial statements. The Company does not expect that these updates will have a material impact on its results of operations or financial position. As the Company currently presents changes in comprehensive income in the Consolidated Statement of Changes in Shareholders’ Equity and Comprehensive Income, the adoption of ASU No. 2011-05 will result in a change in how comprehensive income is disclosed.

Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires Management to make estimates and assumptions that affect

26

the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company evaluates these estimates and assumptions on an on-going basis using historical experience and other factors, including the current economic environment. We adjust such estimates and assumptions when facts and circumstances dictate. Certain critical accounting policies affect the more significant estimates and assumptions used in the preparation of the consolidated financial statements.

Allowance for loan losses:
The Company’s most critical accounting policy relates to its allowance for loan losses (“ALL”), which reflects the estimated losses resulting from the inability of its borrowers to make loan payments. The ALL is established and maintained at an amount sufficient to cover the estimated loss associated with the loan portfolio of the Company as of the date of determination. Credit losses arise not only from credit risk, but also from other risks inherent in the lending process including, but not limited to, collateral risk, operation risk, concentration risk and economic risk. As such, all related risks of lending are considered when assessing the adequacy of the ALL. On a quarterly basis, Management estimates the probable level of losses to determine whether the allowance is adequate to absorb reasonably foreseeable, anticipated losses in the existing portfolio based on our past loan loss experience, known and inherent risk in the portfolio, adverse situations that may affect the borrowers’ ability to repay and the estimated value of any underlying collateral and current economic conditions. Management believes that the ALL is adequate and appropriate for all periods presented in these financial statements. If there was a deterioration of any of the factors considered by Management in evaluating the ALL, the estimate of loss would be updated, and additional provisions for loan losses may be required. The analysis divides the portfolio into two segments: a pool analysis of loans based upon loss history which may be adjusted by qualitative factors by loan type and a specific reserve analysis for those loans considered impaired under generally accepted accounting principles. All credit relationships with an outstanding balance of $100,000 or greater that are included in Management’s loan watch list are individually reviewed for impairment. All losses are charged to the ALL when the loss actually occurs or when a determination is made that a loss is likely to occur; recoveries are credited to the ALL at the time of receipt.

Employee Benefit Plans:

Employee benefit plan liabilities and pension costs are determined utilizing actuarially determined present value calculations. The valuation of the benefit obligation and net periodic expense is considered critical, as it requires Management and its actuaries to make estimates regarding the amount and timing of expected cash outflows including assumptions about mortality, expected service periods and the rate of compensation increases.

OVERVIEW

The Company is a community bank serving the financial and trust needs of its customers in Harrison, Hancock, Jackson and Stone Counties in Mississippi. Maintaining a strong core deposit base and providing commercial and real estate lending in our trade area are the traditional focuses of the

27

Company. Growth has largely been achieved through de novo branching activity, and it is expected that these strategies will continue to be emphasized in the future.

With the focus of our core business being on the Mississippi Gulf Coast, any significant local events have the potential to impact the Company’s business. Although the oil spill in the Gulf of Mexico, which occurred in the second quarter of 2010, has not had a significant direct impact on the Company, its effects on the seafood and tourism industries in our trade area and the local economy in general may not be known for years to come. Additionally, the current interest rate environment, the decline in the value of real estate and the general economic downturn on local and national levels have affected the Company’s results. Managing the net interest margin in the Company’s highly competitive market and in context of larger national economic conditions has been very challenging and will continue to be so for the foreseeable future.

Net income for the second quarter of 2011 was $809,873 compared with $1,446,082 for the second quarter of 2010 and for the first half of 2011 was $1,247,417 as compared with $2,317,537 for the first half of 2010. Net interest income decreased $868,634 for the second quarter of 2011 as compared with the second quarter of 2010 and $1,999,377 for the first half of 2011 as compared with the first half of 2010 primarily from a decrease in interest rates earned on U.S. Agency securities. In the second quarter of 2011, interest income of $375,469 was charged-off as a result of placing a loan with a balance of $15,187,500 on nonaccrual. Results for the second quarter and first half of 2011 included a decrease in the provision for loan losses of $1,309,000 and $1,548,000, a decrease in gains on sales or calls of securities of $1,556,267 and $1,560,312 and a decrease in tax expense of $714,000 and $1,039,000 as compared with 2010.

Monitoring asset quality and addressing potential losses in our loan portfolio continues to be emphasized during these difficult economic times. Nonaccrual loans and loans past due 90 days and still accruing were $32,561,983 and $1,194,882 at June 30, 2011 as compared with $14,537,097 and $2,961,555 at June 30, 2010, respectively. While nonaccrual loans have increased significantly at June 30, 2011, the balance includes one gaming credit totaling $15,728,126, which has been classified by the regulatory authorities for two years even though the loan is performing, and one residential development loan totaling $15,187,500, which has no specific reserve. Net charge-offs decreased to $1,123,773 for the first half of 2011 from $1,394,879 for the first half of 2010.

Total assets at June 30, 2011 increased $34,669,489 as compared with December 31, 2010. Deposits increased $14,279,921 and federal funds purchased and securities sold under agreements to repurchase increased $28,942,450 at June 30, 2011 as compared with December 31, 2010, which funded the increase of $32,451,073 in available for sale securities and the decrease in borrowings from the Federal Home Loan Bank (“FHLB”) of $14,001,143 for the same period. Loans decreased $16,509,013 at June 30, 2011 as compared with December 31, 2010. Included in this decrease was the unexpected payoff of a loan relationship of $15,500,000 during the second quarter of 2011.

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RESULTS OF OPERATIONS

Net Interest Income

Net interest income, the amount by which interest income on loans, investments and other interest earning assets exceeds interest expense on deposits and other borrowed funds, is the single largest component of the Company’s income. Management’s objective is to provide the largest possible amount of income while balancing interest rate, credit, liquidity and capital risk. Changes in the volume and mix of interest earning assets and interest-bearing liabilities combined with changes in market rates of interest directly affect net interest income.

Quarter Ended June 30, 2011 as Compared with Quarter Ended June 30, 2010
The Company’s average interest earning assets decreased approximately $29,055,000, or 4%, from approximately $763,816,000 for the second quarter of 2010 to approximately $734,761,000 for the second quarter of 2011. The Company’s average balance sheet shrunk as principal payments, maturities, charge-offs and foreclosures relating to existing loans have outpaced new loans and investments.

The average yield on earning assets decreased by 50 basis points, from 4.17% for the second quarter of 2010 to 3.67% for the second quarter of 2011, with the biggest impact to the yield on taxable available for sale securities. The Company’s investment and liquidity strategy has been to invest most of the proceeds from sales, calls and maturities of securities in similar securities with a maturity of two years, the interest rates on which have decreased dramatically. As a result, the yield on taxable available for sale securities decreased from 3.85% for the second quarter of 2010 to 2.45% for the second quarter of 2011. Beginning in the fourth quarter of 2010, maturities have been extended to five years and longer in order to improve yield.

Average interest bearing liabilities decreased approximately $24,357,000, or 4%, from approximately $627,114,000 for the second quarter of 2010 to approximately $602,757,000 for the second quarter of 2011.

The average rate paid on interest bearing liabilities decreased 22 basis points, from .79% for the second quarter of 2010 to .57% for the second quarter of 2011. This decrease is the result of utilizing lower cost funding sources including brokered deposits and FHLB advances in 2011 as compared with 2010. The Company believes that it is unlikely that its cost of funds can be materially reduced further.

The Company’s net interest margin on a tax-equivalent basis, which is net income as a percentage of average earning assets, was 3.20% for the quarter ended June 30, 2011, down 32 basis points from 3.52% for the quarter ended June 30, 2010.

Six Months Ended June 30, 2011 as Compared with Six Months Ended June 30, 2010

The Company’s average interest earning assets decreased approximately $50,322,000, or 7% , from approximately $771,117,000 for the first half of 2010 to approximately $720,795,000 for the first half of 2011. The Company’s average balance sheet shrunk as principal payments, maturities,

29

charge-offs and foreclosures relating to existing loans have outpaced new loans and investments.

The average yield on earning assets decreased by 44 basis points, from 4.25% for the first half of 2010 to 3.81% for the first half of 2011, with the biggest impact to the yield on taxable available for sale securities. The Company’s investment and liquidity strategy has been to invest most of the proceeds from sales, calls and maturities of securities in similar securities with a maturity of two years, the interest rates on which have decreased dramatically. As a result, the yield on taxable available for sale securities decreased from 4.08% for the first half of 2010 to 2.44% for the first half of 2011. Beginning in the fourth quarter of 2010, maturities have been extended to five years and longer in order to improve yield.

Average interest bearing liabilities decreased approximately $48,203,000, or 8%, from approximately $637,108,000 for the first half of 2010 to approximately $588,905,000 for the first half of 2011.

The average rate paid on interest bearing liabilities decreased 17 basis points, from .78% for the first half of 2010 to .61% for the first half of 2011. This decrease is the result of utilizing lower cost funding sources including brokered deposits and FHLB advances in 2011 as compared with 2010. The Company believes that it is unlikely that its cost of funds can be materially reduced further.

The Company’s net interest margin on a tax-equivalent basis, which is net income as a percentage of average earning assets, was 3.31% for the six months ended June 30, 2011, down 29 basis points from 3.60% for the six months ended June 30, 2010.

The tables on the following pages analyze the changes in tax-equivalent net interest income for the quarters ended June 30, 2011 and 2010 and the six months ended June 30, 2011 and 2010.

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Analysis of Average Balances, Interest Earned/Paid and Yield
(In Thousands)

	Quarter Ended June 30, 2011							Quarter Ended June 30, 2010
	Average Balance		Interest Earned/Paid		Rate			Average Balance		Interest Earned/Paid		Rate
Loans (2)(3)	$	391,346	$	4,381		4.48	%	$	445,601	$	4,893		4.39	%
Federal Funds Sold		2,318		4		0.69	%		2,670		2		0.30	%
HTM:
Non taxable (1)		1,916		27		5.64	%		3,025		36		4.76	%
AFS:
Taxable		295,317		1,806		2.45	%		267,579		2,576		3.85	%
Non taxable (1)		40,913		519		5.07	%		40,340		444		4.40	%
Other		2,951		3		0.41	%		4,601		3		0.26	%
Total	$	734,761	$	6,740		3.67	%	$	763,816	$	7,954		4.17	%
Savings & interest-bearing DDA	$	249,035	$	265		0.43	%	$	223,111	$	289		0.52	%
CD’s		169,899		386		0.91	%		197,044		560		1.14	%
Federal funds purchased		147,997		170		0.46	%		155,629		276		0.71	%
FHLB advances		35,826		45		0.50	%		51,330		110		0.86	%
Total	$	602,757	$	866		0.57	%	$	627,114	$	1,235		0.79	%
Net tax-equivalent margin on earning assets						3.20	%						3.52	%

(1)	All interest earned is reported on a taxable equivalent basis using a tax rate of 34% in 2011 and 2010.
(2)	Loan fees of $197 and $115 for 2011 and 2010, respectively, are included in these figures.
(3)	Includes nonaccrual loans.

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Analysis of Average Balances, Interest Earned/Paid and Yield
(In Thousands)

	Six Months Ended June 30, 2011							Six Months Ended June 30, 2010
	Average Balance		Interest Earned/Paid		Rate			Average Balance		Interest Earned/Paid		Rate
Loans (2)(3)	$	399,497	$	9,288		4.65	%	$	450,712	$	9,880		4.38	%
Federal Funds Sold		3,730		5		0.27	%		4,222		5		0.24	%
HTM:
Non taxable (1)		1,916		52		5.43	%		3,113		80		5.14	%
AFS:
Taxable		271,379		3,309		2.44	%		267,586		5,457		4.08	%
Non taxable (1)		41,266		1,053		5.10	%		40,353		941		4.66	%
Other		3,007		9		0.60	%		5,131		8		0.31	%
Total	$	720,795	$	13,716		3.81	%	$	771,117	$	16,371		4.25	%
Savings & interest- bearing DDA	$	233,294	$	525		0.45	%	$	223,047	$	578		0.52	%
CD’s		175,304		829		0.95	%		187,331		1,089		1.16	%
Federal funds purchased		141,819		342		0.48	%		163,178		563		0.69	%
FHLB advances		38,488		95		0.49	%		63,552		246		0.77	%
Total	$	588,905	$	1,791		0.61	%	$	637,108	$	2,476		0.78	%
Net tax-equivalent margin on earning assets						3.31	%						3.60	%

(1)	All interest earned is reported on a taxable equivalent basis using a tax rate of 34% in 2011 and 2010.
(2)	Loan fees of $363 and $316 for 2011 and 2010, respectively, are included in these figures.
(3)	Includes nonaccrual loans.

Provision for Loan Losses

In the normal course of business, the Company assumes risk in extending credit to its customers. This credit risk is managed through compliance with the loan policy, which is approved by the Board of Directors. The policy establishes guidelines relating to underwriting standards, including but not limited to financial analysis, collateral valuation, lending limits, pricing considerations and loan

32

grading. A loan review process further assists with evaluating credit quality and assessing potential performance issues. Loan delinquencies and deposit overdrafts are closely monitored in order to identify developing problems as early as possible. In addition, the Company continuously monitors its relationships with its loan customers in concentrated industries such as gaming and hotel/motel, as well as the exposure for out of area, land, development, construction and commercial real estate loans, and their direct and indirect impact on its operations. A watch list of credits which pose a potential loss to the Company is prepared based on the loan grading system. This list forms the foundation of the Company’s allowance for loan loss computation.

Management relies on its guidelines and existing methodology to monitor the performance of its loan portfolio and identify and estimate potential losses based on the best available information. The potential effect resulting from the economic downturn on a national and local level, the decline in real estate values and actual losses incurred by the Company were key factors in our analysis. The potential direct and/or indirect impact of the oil spill in the Gulf of Mexico on the Company and its customers was also considered and will continue to be monitored as there is still sufficient uncertainty as to the ultimate impact. However, no direct potential losses as a result of the spill were identified as of June 30, 2011.

The Company’s on-going, systematic evaluation resulted in the Company recording a provision for loan losses of $546,000 and $1,585,000 for the second quarters of 2011 and 2010, respectively, and $1,187,000 and $2,735,000 for the first half of 2011 and 2010, respectively.

The decline in the value of real estate has negatively impacted the collateral relating to the Company’s residential and land development portfolio. In 2010, the Company’s evaluation of this portfolio and related collateral resulted in a significant increase in provisions for this portfolio. Specifically, approximately 50% and 53% of the provisions for the second quarter and first half of 2010, respectively, related to the residential and land development portfolio. Additional provisions were charged to expense and, where appropriate, charge-offs against the allowance for loan losses were recorded during the remaining quarters of 2010. As a result of actions taken by Management in 2010, the allowance for loan losses on residential and land development portfolio decreased from $2,640,000 at June 30, 2010 to $529,000 at June 30, 2011. One loan included in this portfolio with a balance of $15,187,500 at June 30, 2011 has no specific reserve.

The allowance for loan losses as a percentage of loans was 1.71% and 1.62% at June 30, 2011 and December 31, 2010, respectively. The Company believes that its allowance for loan losses is appropriate as of June 30, 2011.

The allowance for loan losses is an estimate, and as such, events may occur in the future which may affect its accuracy. The Company anticipates that it is possible that additional information will be gathered in future quarters which may require an adjustment to the allowance for loan losses. Management will continue to closely monitor its portfolio and take such action as it deems appropriate to accurately report its financial condition and results of operations.

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Non-interest income

Non-interest income for the second quarter of 2011 decreased $1,233,205 as compared with the second quarter of 2010 as a result of changes in service charges on deposit accounts, gains on sales or calls of securities and a gain from redemption of life insurance. Service charges on deposit accounts decreased $124,339 in 2011 as compared with 2010, primarily due to the decrease in NSF fee income of $86,804. NSF fee income has decreased as a result of the local and national economy impacting customers’ overdraft activity as well as customers opting out of overdraft protection service for debit card transactions. Gains on sales or calls of securities were $7,174 for the second quarter of 2011 as compared with $1,563,441 for the second quarter of 2010. During 2010, the Company liquidated its entire mortgage-backed securities portfolio and some of its short-term U.S. Treasuries. As a result of the death of a participant in one of the Company’s deferred compensation plans, bank owned life insurance was redeemed during the second quarter of 2011, resulting in a gain of $389,119.

Non-interest income for the first half of 2011 decreased $1,343,428 as compared with the first half of 2010 as a result of changes in service charges on deposit accounts, gains on sales or calls of securities and a gain from redemption of life insurance. Service charges on deposit accounts decreased $277,814 in 2011 as compared with 2010, primarily due to the decrease in NSF fee income of $212,728. NSF fee income has decreased as a result of the local and national economy impacting customers’ overdraft activity as well as customers opting out of overdraft protection service for debit card transactions. Gains on sales or calls of securities were $7,174 for the first half of 2011 as compared with $1,567,486 for the first half quarter of 2010. During 2010, the Company liquidated its entire mortgage-backed securities portfolio and some of its short-term U.S. Treasuries. As a result of the death of a participant in one of the Company’s deferred compensation plans, bank owned life insurance was redeemed during the first half of 2011, resulting in a gain of $389,119.

Non-interest expense

Total non-interest expense increased $287,370 for the second quarter of 2011 as compared with the second quarter of 2010 as a result of net occupancy, FDIC assessments and other expense. Net occupancy costs increased $111,115 primarily due to insurance expense being $91,565 higher in 2011 as compared with 2010 as a result of increased insurance rates on our properties. FDIC and state insurance assessments increased $46,569 for the second quarter of 2011 as compared with the second quarter of 2010 as banks fund the replenishment of the bank insurance fund which was depleted by the recent swell of bank closures and more frequent state assessments have been levied in the current year. Other expenses increased $132,284 for the second quarter of 2011 as compared with the second quarter of 2010 as costs associated with the larger volume of foreclosures increased $82,459 in 2011 as compared with 2010.

Total non-interest expense increased $314,315 for the first half of 2011 as compared with the first half of 2010 as a result of net occupancy, FDIC assessments and other expense. Net occupancy costs increased $200,272 primarily due to insurance expense being $195,115 higher in 2011 as compared with 2010 as a result of increased insurance rates on our properties. FDIC and state insurance assessments increased $102,008 for the first half of 2011 as compared with the first half of

34

2010 as banks fund the replenishment of the bank insurance fund which was depleted by the recent swell of bank closures and more frequent state assessments have been levied in the current year. Other expenses increased $115,664 for the first half of 2011 as compared with the first half of 2010 as costs associated with the larger volume of foreclosures increased $130,230 in 2011 as compared with 2010.

Income Tax Expense (Benefit)

Income taxes have been impacted by non-taxable income and federal tax credits during the six months and quarters ended June 30, 2011 and 2010, as follows:

	Quarters Ended June 30,
	2011						2010
	Tax			Rate			Tax			Rate
Taxes at statutory rate	$	210,077			34		$	669,148			34
Increase (decrease) resulting from:
Tax-exempt interest income		(137,935	)		(23	)		(107,668	)		(6	)
Income from BOLI		(174,930	)		(28	)		(42,956	)		(2	)
Federal tax credits		(91,410	)		(15	)
Other		2,198			1			3,476			1
Total income taxes (benefit)	$	(192,000	)		(31	)	$	522,000			27

	Six Months Ended June 30,
	2011						2010
	Tax			Rate			Tax			Rate
Taxes at statutory rate	$	307,842			34		$	1,024,943			34
Increase (decrease) resulting from:
Tax-exempt interest income		(263,429	)		(29	)		(229,024	)		(8	)
Income from BOLI		(219,912	)		(24	)		(87,020	)		(3	)
Federal tax credits		(182,820	)		(20	)		(32,160	)		(1	)
Other		16,319			1			20,261			1
Total income taxes (benefit)	$	(342,000	)		(38	)	$	697,000			23

FINANCIAL CONDITION

Available for sale securities increased $32,451,073 at June 30, 2011, compared with December 31, 2010, as funds available from the increase in deposits and federal funds purchased and securities sold under agreements to repurchase are invested in these securities.

Loans decreased $16,509,013 at June 30, 2011 as compared with December 31, 2010 as a result of loan payments, maturities, foreclosures, charge-offs and a slower volume of new loans. The Company anticipates that its loan portfolio will decline further in the remaining quarters of 2011.

Other real estate (“ORE”) increased $2,419,087 at June 30, 2011 as compared with December 31, 2010. Loans totaling $2,927,510 were transferred into ORE, one property included in ORE was

35

written down by $124,606 and ORE totaling $383,817 was sold during 2011.

Prepaid FDIC assessments decreased by $754,552 at June 30, 2011 as compared with December 31, 2010 as a result of the amortization of these costs.

Other assets decreased $3,584,207 at June 30, 2011 as compared with December 31, 2010 primarily as a result of the refund of income taxes of $2,130,362 and a decrease in deferred tax assets of $1,733,386. The increase in the fair value of available for securities changed from an unrealized loss to an unrealized gain which created a deferred tax asset.

Total deposits increased $14,279,921 at June 30, 2011, as compared with December 31, 2010. Typically, significant increases or decreases in total deposits and/or significant fluctuations among the different types of deposits from quarter to quarter are anticipated by Management as customers in the casino industry and county and municipal entities reallocate their resources periodically.

Federal funds purchased and securities sold under agreements to repurchase increased $28,942,450. This includes non-deposit accounts which fluctuate as customers periodically reallocate their funds.

Borrowings from the Federal Home Loan Bank decreased $14,001,143 at June 30, 2011 as compared with December 31, 2010 based on the liquidity needs of the bank subsidiary.

SHAREHOLDERS’ EQUITY AND CAPITAL ADEQUACY

Strength, security and stability have been the hallmark of the Company since its founding in 1985 and of its bank subsidiary since its founding in 1896. A strong capital foundation is fundamental to the continuing prosperity of the Company and the security of its customers and shareholders.

The Company and the Bank are subject to regulatory capital adequacy requirements imposed by the federal banking agencies. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, specific capital guidelines that involve quantitative measures of the bank subsidiary’s assets and certain off-balance sheet items, adjusted for credit risk, as calculated under regulatory accounting practices must be met. The risk-based capital standards currently in effect are designed to make regulatory capital requirements more sensitive to differences in risk profiles among bank holding companies and banks and to account for off-balance sheet exposure. Quantitative measures established by regulation to ensure capital adequacy require the Company and Bank to maintain minimum amounts and ratios of Total and Tier 1 capital to risk-weighted assets, and Tier 1 capital to average assets.

As of June 30, 2011, the most recent notification from the Federal Deposit Insurance Corporation categorized the bank subsidiary as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the bank subsidiary must have a Total risk-based capital ratio of 10.00% or greater, a Tier 1 risk-based capital ratio of 6.00% or greater and a Leverage capital ratio of 5.00% or greater. There are no conditions or events since that notification that Management believes have changed the bank subsidiary’s category.

The actual capital amounts and ratios and required minimum capital amounts and ratios for the

36

Company as of June 30, 2011 and December 31, 2010, are as follows (in thousands):

	Actual					For Capital Adequacy Purposes
	Amount		Ratio			Amount		Ratio
June 30, 2011:
Total Capital (to Risk Weighted Assets)	$	110,069		21.25	%	$	41,438		8.00	%
Tier 1 Capital (to Risk Weighted Assets)		103,602		20.00	%		20,719		4.00	%
Tier 1 Capital (to Average Assets)		103,602		12.53	%		33,069		4.00	%
December 31, 2010:
Total Capital (to Risk Weighted Assets)	$	110,435		22.26	%	$	39,691		8.00	%
Tier 1 Capital (to Risk Weighted Assets)		104,233		21.01	%		19,846		4.00	%
Tier 1 Capital (to Average Assets)		104,233		12.40	%		33,616		4.00	%

The actual capital amounts and ratios and required minimum capital amounts and ratios for the Bank as of June 30, 2011 and December 31, 2010, are as follows (in thousands):

	Actual					For Capital Adequacy Purposes
	Amount		Ratio			Amount		Ratio
June 30, 2011:
Total Capital (to Risk Weighted Assets)	$	105,191		20.34	%	$	41,372		8.00	%
Tier 1 Capital (to Risk Weighted Assets)		98,723		19.09	%		20,686		4.00	%
Tier 1 Capital (to Average Assets)		98,723		11.95	%		33,047		4.00	%
December 31, 2010:
Total Capital (to Risk Weighted Assets)	$	105,255		21.41	%	$	39,320		8.00	%
Tier 1 Capital (to Risk Weighted Assets)		99,111		20.16	%		19,660		4.00	%
Tier 1 Capital (to Average Assets)		99,111		11.86	%		33,431		4.00	%

In addition to monitoring its risk-based capital ratios, the Company also determines the primary capital ratio on a quarterly basis. This ratio was 13.94% at June 30, 2011, which is well above the regulatory minimum of 6.00%. Management continues to emphasize the importance of maintaining the appropriate capital levels of the Company and has established the goal of maintaining its primary capital ratio at 8.00%, which is the minimum requirement for classification as being “well-capitalized” by the banking regulatory authorities.

LIQUIDITY

Liquidity represents the Company’s ability to adequately provide funds to satisfy demands from depositors, borrowers and other commitments by either converting assets to cash or accessing new or existing sources of funds. Management monitors these funds requirements in such a manner as to satisfy these demands and provide the maximum earnings on its earning assets. The Company manages and monitors its liquidity position through a number of methods, including through the computation of liquidity risk targets and the preparation of various analyses of its funding sources and utilization of those sources on a monthly basis. The Company also uses proforma liquidity projections which are updated on a continuous basis in the management of its liquidity needs and

37

also conducts contingency testing on its liquidity plan.

Deposits, payments of principal and interest on loans, proceeds from maturities of investment securities and earnings on investment securities are the principal sources of funds for the Company. Borrowings from the FHLB, federal funds sold and federal funds purchased are utilized by the Company to manage its daily liquidity position. The Company has also been approved to participate in the Federal Reserve Bank’s Discount Window Primary Credit Program, which it intends to use only as a contingency.

REGULATORY MATTERS

During 2009, Management identified opportunities for improving risk management, addressing asset quality concerns, managing concentrations of credit risk and ensuring sufficient liquidity at the Bank as a result of its own investigation as well as examinations performed by certain bank regulatory agencies. In concert with the regulators, the Company and the Bank identified specific corrective steps and actions to enhance its risk management, asset quality and liquidity policies, controls and procedures. The Company and the Bank may not declare or pay any cash dividends without the prior written approval of their regulators.

Item 4: Controls and Procedures

As of June 30, 2011, an evaluation was performed under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer of the effectiveness of the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)). Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are effective to ensure that the information required to be disclosed by the Company in the reports it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms.

There were no changes in the Company’s internal control over financial reporting that occurred during the period ended June 30, 2011 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1: Legal Proceedings

The Bank is involved in various legal matters and claims which are being defended and handled in the ordinary course of business. None of these matters is expected, in the opinion of Management, to have a material adverse effect upon the financial position or results of operations of the Company.

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Item 5: Other Information

Lyle M. Page, a director of the Company, passed away on July 22, 2011, after many years of service to the Company and its bank subsidiary. The Company will appoint a new director to complete Mr. Page’s one year term on the board at its next meeting on August 24, 2011.

Item 6 - Exhibits and Reports on Form 8-K

(a) Exhibits

Exhibit 31.1:	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes - Oxley Act of 2002
Exhibit 31.2:	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes - Oxley Act of 2002
Exhibit 32.1:	Certification of Chief Executive Officer Pursuant to 18 U.S.C. ss. 1350
Exhibit 32.2:	Certification of Chief Financial Officer Pursuant to 18 U.S.C. ss. 1350
Exhibit 101	The following materials from the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2011, formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Statements of Condition at June 30, 2011 and December 31, 2010, (ii)Consolidated Statements of Income for the quarters ended June 30, 2011 and 2010 and for the six months ended June 30, 2011 and 2010, (iii) Consolidated Statement of Changes in Shareholders’ Equity and Comprehensive Income for the six months ended June 30, 2011, (iv) Consolidated Statements of Cash Flows for the six months ended June 30, 2011 and 2010 and (v) Notes to the Unaudited Consolidated Financial Statements for the six months ended June 30, 2011 and 2010 tagged as blocks of text.
	In accordance with Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be part of any registration statement or other document filed under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

(b) Reports on Form 8-K

A Form 8-K was filed on April 27, 2011, April 28, 2011, June 29, 2011 and July 27, 2011.

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SIGNATURES

Pursuant to the requirement of Section 13 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 FINANCIAL CORPORATION (Registrant)
Date:	August 12, 2011
By:	/s/ Chevis C. SwetmanChevis C. Swetman
	Chairman, President and Chief Executive Officer
	(principal executive officer)
Date:	August 12, 2011
By:	/s/ Lauri A. Wood
	Lauri A. Wood
	Chief Financial Officer and Controller
	(principal financial and accounting officer)

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