1 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, 1998 --------------- or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 2 - 98268 ----------- PEOPLES FINANCIAL CORPORATION - ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Mississippi 64-0709834 - ------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 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 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 24, 1998, there were 15,000,000 shares of $1 par value common stock authorized, and 1,476,336 shares issued and outstanding. Page 1 of 18 2 PART I FINANCIAL INFORMATION PEOPLES FINANCIAL CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Unaudited) June 30, December 31, and June 30, 1998 1997 1997 - ---------------------------------- ---- ---- ---- ASSETS Cash and due from banks $ 29,977,082 $ 20,611,495 $ 31,912,528 Available for sale securities 32,081,876 47,677,562 52,488,162 Held to maturity securities, market value of $116,903,000 - June 30, 1998; $103,793,000 - December 31, 1997; $98,961,000 - June 30, 1997 116,076,083 102,835,564 98,235,185 Federal funds sold 700,000 6,150,000 6,550,000 Loans 271,411,969 251,797,566 235,636,534 Less: Unearned income 6,229 1,314 11,470 Allowance for loan losses 4,359,149 4,434,770 4,455,467 ------------ ------------ ------------ Loans, net 267,046,591 247,361,482 231,169,597 Bank premises and equipment, net of accumulated depreciation of $8,141,000 - June 30, 1998; $7,762,000 - December 31, 1997; and $7,296,000 - June 30, 1997 10,847,857 9,424,080 8,807,383 Other real estate 577,537 512,370 446,384 Accrued interest receivable 3,616,059 3,619,917 3,790,385 Other assets 7,123,341 3,376,662 3,364,594 Intangible assets 47,354 189,397 337,077 ------------ ------------ ------------ Total assets $468,093,780 $441,758,529 $437,101,295 ============ ============ ============ Page 2 of 18 3 PEOPLES FINANCIAL CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Continued) (Unaudited) June 30, December 31, and June 30, 1998 1997 1997 - ---------------------------------- ---- ---- ---- LIABILITIES & SHAREHOLDERS' EQUITY LIABILITIES: Deposits: Demand, non-interest bearing $ 74,068,331 $ 67,580,617 $ 71,369,923 Savings and demand, interest bearing 176,131,304 160,499,479 165,355,414 Time, $100,000 or more 73,262,425 83,700,139 75,620,996 Other time deposits 64,197,217 60,774,594 58,659,063 ------------- ------------- ------------- Total deposits 387,659,277 372,554,829 371,005,396 Accrued interest payable 737,027 726,763 814,151 Federal funds purchased and securities sold under agreements to repurchase 4,507,412 Notes payable 209,102 215,094 220,928 Other liabilities 3,960,359 2,490,081 2,376,110 ------------- ------------- ------------- TOTAL LIABILITIES 397,073,177 375,986,767 374,416,585 SHAREHOLDERS' EQUITY: Common Stock, $1 par value, 15,000,000 shares authorized, 1,476,336 shares issued and outstanding at June 30, 1998, December 31, 1997 and June 30, 1997, after giving retroactive effect to two for one stock split effective September 15, 1997 1,476,336 1,476,336 1,476,336 Surplus 58,188,094 58,188,094 53,188,094 Undivided profits 11,111,017 5,924,027 8,207,276 Accumulated other comprehensive income 245,156 183,305 (186,996) ------------- ------------- ------------- TOTAL SHAREHOLDERS' EQUITY 71,020,603 65,771,762 62,684,710 ------------- ------------- ------------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 468,093,780 $ 441,758,529 $ 437,101,295 ============= ============= ============= See Selected Notes to Consolidated Financial Statements. Page 3 of 18 4 PEOPLES FINANCIAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (Unaudited) For The Quarters Ended June 30, For The Six Months Ended June 30, ------------------------------- --------------------------------- 1998 1997 1998 1997 ------------------------------- --------------------------------- INTEREST INCOME: Interest and fees on loans $ 6,051,874 $ 5,355,372 $11,980,211 $10,502,967 Interest and dividends on investments: U. S. Treasury 1,315,044 1,308,148 2,547,700 2,872,691 U. S. Government agencies and corporations 751,745 990,008 1,617,892 1,984,997 States and political subdivisions 101,688 105,604 159,290 218,788 Other investments 14,469 2,332 14,469 9,342 Interest on federal funds sold 108,512 144,816 207,952 284,699 ----------- ----------- ----------- ----------- TOTAL INTEREST INCOME 8,343,332 7,906,280 16,527,514 15,873,484 ----------- ----------- ----------- ----------- INTEREST EXPENSE: Time deposits of $100,000 or more 1,089,934 1,086,423 2,107,848 2,242,994 Other deposits 2,343,755 2,114,714 4,578,877 4,187,935 Mortgage indebtedness 2,839 2,997 5,719 6,032 Federal funds purchased and securities sold under agreements to repurchase 45,189 8,854 105,802 63,956 ----------- ----------- ----------- ----------- TOTAL INTEREST EXPENSE 3,481,717 3,212,988 6,798,246 6,500,917 ----------- ----------- ----------- ----------- NET INTEREST INCOME 4,861,615 4,693,292 9,729,268 9,372,567 Provision for losses on loans ----------- ----------- ----------- ----------- NET INTEREST INCOME AFTER PROVISION FOR LOSSES ON LOANS 4,861,615 4,693,292 9,729,268 9,372,567 ----------- ----------- ----------- ----------- OTHER OPERATING INCOME: Trust department income and fees 223,572 156,870 428,693 347,453 Service charges on deposit accounts 988,705 979,156 1,866,871 1,922,532 Other service charges, commissions and fees 69,098 80,191 140,601 145,747 Gain on sale of securities 3,435 25,280 640,613 Other income 92,882 103,475 5,222,460 211,589 ----------- ----------- ----------- ----------- TOTAL OTHER OPERATING INCOME $ 1,377,692 $ 1,319,692 $ 7,683,905 $ 3,267,934 ----------- ----------- ----------- ----------- Page 4 of 18 5 PEOPLES FINANCIAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (continued) (Unaudited) For The Quarters Ended June 30, For The Six Months Ended June 30, ------------------------------- --------------------------------- 1998 1997 1998 1997 ------------------------------- --------------------------------- OTHER OPERATING EXPENSE: Salaries and employee benefits $2,155,931 $1,978,367 $4,330,913 $3,885,340 Net occupancy 224,208 201,221 478,110 417,022 Equipment rentals, depreciation and maintenance 485,160 398,945 986,720 817,026 Other expense 1,407,415 1,287,250 3,028,016 2,583,158 ---------- ---------- ---------- ---------- TOTAL OTHER OPERATING EXPENSE 4,272,714 3,865,783 8,823,759 7,702,546 ---------- ---------- ---------- ---------- INCOME BEFORE INCOME TAXES 1,966,593 2,147,201 8,589,414 4,937,955 INCOME TAXES 682,160 746,360 2,944,760 1,730,610 ---------- ---------- ---------- ---------- NET INCOME $1,284,433 $1,400,841 $5,644,654 $3,207,345 ========== ========== ========== ========== See Selected Notes to Consolidated Financial Statements. Page 5 of 18 6 PEOPLES FINANCIAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Unaudited) Accumulated # of Other Common Common Undivided Comprehensive Comprehensive Shares Stock Surplus Profits Income Income Total ------ ------ ------- --------- ------------- ------------- ----- Balance, January 1, 1997, as previously reported 738,168 $ 738,168 $53,926,262 $ 5,428,068 $ 261,706 $ 60,354,204 Two-for-one stock split in 1997 738,168 738,168 (738,168) --------- ---------- ---------- ----------- -------------- ----------- Balance, January 1, 1997, as restated 1,476,336 1,476,336 53,188,094 5,428,068 261,706 60,354,204 Comprehensive Income: Net income 3,207,345 $3,207,345 3,207,345 Net unrealized loss on available for sale securities, net of tax (55,206) (55,206) (55,206) Reclassification adjustment for available for sale securities called or sold in current year, net of tax (393,496) (393,496) (393,496) ------------ Total comprehensive income $ 2,758,643 ============ Cash dividends, (.29 per share) (428,137) (428,137) ---------- ----------- ----------- ----------- -------------- ------------ Balance, June 30, 1997 1,476,336 $ 1,476,336 $53,188,094 $ 8,207,276 $ (186,996) $ 62,684,710 ========== =========== =========== =========== ============== ============ Page 6 of 18 7 PEOPLES FINANCIAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Continued) (Unaudited) Accumulated # of Other Common Common Undivided Comprehensive Comprehensive Shares Stock Surplus Profits Income Income Total ------ ------ ------- --------- ------------- ------------- ----- C> Balance, January 1, 1997, 1,476,336 $ 1,476,336 $ 58,188,094 $ 5,924,027 $ 183,305 $65,771,762 Comprehensive Income: Net income 5,644,654 $ 5,644,654 5,644,654 Net unrealized gain on available for sale securities, net of tax 64,118 64,118 64,118 Reclassification adjustment for available for sale securities called or sold in current year, net of tax (2,267) (2,267) (2,267) ------------ Total comprehensive income $ 5,706,505 ============ Cash dividends, (.31 per share) (457,664) (457,664) ---------- ----------- ------------ ------------ ----------- ----------- Balance, June 30, 1998 1,476,336 $ 1,476,336 $ 58,188,094 $ 11,111,017 $ 245,156 $71,020,603 ========== =========== ============ ============ =========== =========== See Selected Notes to Consolidated Financial Statements. Page 7 of 18 8 PEOPLES FINANCIAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) For The Six Months Ended June 30, 1998 1997 - --------------------------------- ---- ---- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 5,644,654 $ 3,207,345 Adjustments to reconcile net income to net cash provided by operating activities: Gain on sales and calls of securities (25,280) (640,613) Gain on sales of other real estate (25,973) Gain on sale of bank premises (5,083,867) Depreciation and amortization 722,043 668,916 Provision for losses on other real estate 8,779 8,778 Changes in assets and liabilities: Accrued interest receivable 3,858 101,080 Other assets (28,767) 8,694 Accrued interest payable 10,264 (191,357) Other liabilities 1,470,278 334,814 ------------ ------------ NET CASH PROVIDED BY OPERATING ACTIVITIES 2,695,989 3,497,657 ------------ ------------ CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from sales, maturities and calls of held to maturity securities 51,650,000 38,775,000 Investment in held to maturity securities (64,890,519) (9,139,902) Proceeds from sales, maturities and calls of available for sale securities 15,728,776 640,613 Investment in available for sale securities (10,296) (10,711) Loans made (20,004,659) (7,380,901) Proceeds from sales of other real estate 271,577 Acquisition of premises and equipment (957,664) (701,315) Federal funds sold 5,450,000 (6,550,000) Other assets 284,179 (31,121) ------------ ------------ NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES $(12,478,606) $ 15,601,663 ------------ ------------ Page 8 of 18 9 PEOPLES FINANCIAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) (Unaudited) For The Six Months Ended June 30, 1998 1997 - --------------------------------- ---- ---- CASH FLOWS FROM FINANCING ACTIVITIES: Demand and savings deposits, net increase $ 22,119,539 $ 9,593,984 Time deposits, net decrease (7,015,091) (6,720,597) Principal payments on notes (5,992) (5,680) Cash dividends (457,664) (428,137) Federal funds purchased and securities sold under agreements to repurchase 4,507,412 (16,500,000) ------------ ------------ NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 19,148,204 (14,060,430) ------------ ------------ NET INCREASE IN CASH AND CASH EQUIVALENTS 9,365,587 5,038,890 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 20,611,495 26,873,638 ------------ ------------ CASH AND CASH EQUIVALENTS, END OF PERIOD $ 29,977,082 $ 31,912,528 ============ ============ See Selected Notes to Consolidated Financial Statements. Page 9 of 18 10 PEOPLES FINANCIAL CORPORATION AND SUBSIDIARIES SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the Six Months Ended June 30, 1998 and 1997 1. The accompanying unaudited consolidated financial statements have been prepared with the accounting policies in effect as of December 31, 1997 as set forth in the Notes to the Consolidated Financial Statements of Peoples Financial Corporation and Subsidiaries (the Company). In 1998, the Company adopted SFAS 130, "Reporting Comprehensive Income." SFAS 131, "Disclosure about Segments of an Enterprise and Related Information" is not applicable to the Company. In the opinion of Management, all adjustments necessary for a fair presentation of the condensed consolidated financial statements have been included and are of a normal recurring nature. The accompanying unaudited consolidated financial statements have been prepared also in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulations S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. 2. The results of operations for the six months ended June 30, 1998, are not necessarily indicative of the results to be expected for the full year. 3. Per share data is based on the weighted average shares of common stock outstanding of 1,476,336 for the six months ended June 30, 1998 and 1997. 4. At June 30, 1998 and 1997, the total recorded investment in impaired loans amounted to $753,000 and $1,869,000. The amount of that recorded investment in impaired loans for which there was no related allowance for loan losses was $685,000 and $1,869,000 at June 30, 1998 and 1997, respectively. At June 30, 1998, the average recorded investment in impaired loans was $722,000. During the first six months of 1998, the Company recognized $5,000 in interest income on impaired loans. During the first six months of 1998, the Company received $8,000 in interest payments on impaired loans. 5. Transactions in the allowance for loan losses were as follows: Balance, January 1, 1998 $ 4,434,770 Recoveries 240,297 Loans charged off (315,918) ------------- Balance, June 30, 1998 $ 4,359,149 ============= 6. At June 30, 1998 and 1997, renegotiated and restructured loans amounted to $2,111,000 and $2,368,000. This loan is currently being serviced at a market rate of interest with a scheduled maturity of March 15, 1999. The Company recognized $88,000 and $92,000 in interest income on these loans during the six months ended June 30, 1998 and 1997, respectively. The amount of Page 10 of 18 11 interest that would have been recognized during this period under the original terms of the loan agreements was $98,000 and $100,000. 7. The Company has defined cash and cash equivalents to include cash and due from banks. The Company paid $6,788,000 and $6,692,000 for the six months ended June 30, 1998 and 1997, respectively, for interest on deposits and borrowings. Income tax payments totaled $1,110,000 and $1,750,000 for the six months ended June 30, 1998 and 1997, respectively. Loans transferred to other real estate amounted to $320,000 and $180,200 for the six months ended June 30, 1998 and 1997, respectively. The Company acquired banking premises in the amount of $1,959,000 during the six months ended June 30, 1998, as a result of a like-kind exchange. The Company recorded a receivable of $4,037,000 relating to the like-kind exchange. 8. The income tax effect on the accumulated other comprehensive income was $32,000 and $230,000 at June 30, 1998 and 1997, respectively. Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations The following presents Management's discussion and analysis of the consolidated financial condition and results of operations of Peoples Financial Corporation and Subsidiaries (the Company) for the six months ended June 30, 1998 and 1997. These comments highlight the significant events and should be considered in combination with the Consolidated Financial Statements included in this report on Form 10-Q. OVERVIEW The significant development during the first six months of 1998 was the sale of a branch location in Gulfport, MS, for a realized gain, net of taxes, of $3,300,000 for book purposes. The transaction was structured for tax purposes under the provisions of Section 1031 of the Internal Revenue Code so as to qualify most of the transaction for the tax benefits of a like-kind exchange. The proceeds of the transaction are being reinvested in replacement properties. All transactions relating to this matter will be completed by August 4, 1998. The following schedule compares financial highlights for the six months ended June 30, 1998 and 1997: For the six months ended June 30, 1998 1997 - --------------------------------- ---- ---- Net income per share $ 4 $ 2 Book value per share $ 48 $ 42 Return on average total assets 2.46% 1.42% Return on average shareholders' equity 16.53% 10.42% Allowance for loan losses as a % of loans, net of unearned discount 1.61% 1.89% Page 11 of 18 12 FINANCIAL CONDITION HELD TO MATURITY SECURITIES There were no significant realized gains or losses on these investments during the six months ended June 30, 1998 and 1997, respectively. Gross unrealized gains were $970,000 and $908,000 and gross unrealized losses were $143,000 and $182,000 for the six months ended June 30, 1998 and 1997, respectively. The following schedule reflects the mix of the held to maturity securities portfolio at June 30, 1998 and 1997: June 30, 1998 1997 - -------- ---- ---- Amount % Amount % ------------ ------- ------------ ------- U. S. Treasury securities $ 87,339,924 75.20% $ 76,816,180 78.20% U. S. Government agencies 21,863,674 18.90% 15,502,362 15.80% States and political subdivisions 6,872,485 5.90% 5,916,643 6.00% ------------ ------- ------------ ------- Totals $116,076,083 100.00% $ 98,235,185 100.00% ============ ====== ============ ====== AVAILABLE FOR SALE SECURITIES There were no significant realized gains or losses on these investments during the six months ended June 30, 1998. A gross realized gain of $640,000 was recorded for the six months ended June 30, 1997, as a result of the sale of common stock of Hibernia Corporation held in the available for sale portfolio. Available for sale securities decreased $20 million as the result of the management of the Company's liquidity position. Gross unrealized gains were $469,000 and $476,000 and gross unrealized losses were $98,000 and $761,000 at June 30, 1998 and 1997, respectively. The following schedule reflects the mix of available for sale securities at June 30, 1998 and 1997: June 30, 1998 1997 - -------- ---- ---- Amount % Amount % ----------- ---------- ----------- ---------- U. S. Treasury securities $ 3,999,070 12.50% $ 5,934,690 11.30% U. S. Government agencies 26,850,270 83.70% 45,912,139 87.50% States and political subdivisions 591,203 1.90% Other securities 641,333 1.90% 641,333 1.20% ----------- --------- ----------- --------- Totals $32,081,876 100.00% $52,488,162 100.00% =========== ========= =========== ========= Page 12 of 18 13 FEDERAL FUNDS SOLD Federal funds sold were $700,000 at June 30, 1998 compared with federal funds sold of $6,550,000 at June 30, 1997. This fluctuation is directly related to the liquidity needs of the bank subsidiary. LOANS Loans increased $35,775,000 at June 30, 1998, as compared with June 30, 1997, as a result of increased loan demand in the Company's trade area. The Company anticipates that this increased demand will continue throughout the remainder of 1998. The allowance for loan losses decreased $96,000 due to net charge-offs during the six months ended June 30, 1998. Likewise, the allowance for loan losses as a % of loans, net of unearned discount, has decreased from 1.89% at June 30, 1997, to 1.61% at June 30, 1998. Management continues to monitor the volume and quality of its loan portfolio and has determined that the allowance is adequate. OTHER REAL ESTATE Other real estate increased $130,000 as June 30, 1998, as compared with June 30, 1997, as a result of an increase in properties transferred to Other Real Estate due to foreclosure. OTHER ASSETS Other assets increased $3,759,000 at June 30, 1998, as compared with June 30, 1997, primarily as a result of the receivable relating to the like-kind exchange described in the Overview. DEPOSITS Total deposits have increased $16,654,000 at June 30, 1998, as compared with June 30, 1997. Significant increases or decreases in total deposits are anticipated by Management as customers in the casino industry and county and municipal areas reallocate their resources periodically. As discussed above, the Company has managed its funds including planning the timing of investment maturities so as to achieve appropriate liquidity. FEDERAL FUNDS PURCHASED AND SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE Federal funds purchased and securities sold under agreements to repurchase increased $4,500,000 at June 30, 1998, as compared with June 30, 1997. This fluctuation is entirely due to the introduction of a new non-deposit product during the second quarter of 1998. OTHER LIABILITIES Other liabilities have increased $1,584,000 at June 30, 1998, as compared with June 30, 1997, primarily as the result of deferred taxes on the gain on the sale of property pursuant to a like-kind exchange for tax purposes. 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. One measure of capital adequacy is the primary capital ratio which was 16.36% at June 30, 1998, as compared with 15.21% at June 30, 1997. These ratios are well above the regulatory minimum of 6.00%. Management continues to emphasize the importance of maintaining the appropriate capital levels of the Company. Page 13 of 18 14 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. Net interest income increased $168,000 for the second quarter of 1998 as compared with the second quarter of 1997. Net interest income increased $357,000 for the six months ended June 30, 1998, as compared with the six months ended June 30, 1997. Total interest income increased $437,000 for the quarter ended June 30, 1998, as compared with the quarter ended June 30, 1997. Total interest income increased $654,000 for the six months ended June 30, 1998, as compared with the six months ended June 30, 1997. Total interest expense increased $269,000 for the quarter ended June 30, 1998, as compared with quarter ended June 30, 1997. Total interest expense increased $297,000 for the six months ended June 30, 1998, as compared with the six months ended June 30, 1997. The following schedule summarizes net interest earnings and net yield on interest earning assets: NET INTEREST EARNINGS AND NET YIELD ON INTEREST EARNING ASSETS Six Months Ended June 30, (In thousands, except percentages) 1998 1997 - ----------------------------- ---- ---- Total interest income (1) $ 16,606 $ 15,985 Total interest expense 6,798 6,501 --------- --------- Net interest earnings $ 9,808 $ 9,484 ========= ========= Net yield on interest earning assets 4.75% 4.73% ========= ========= (1) All interest earned is reported on a taxable equivalent basis using a tax rate of 34% in 1998 and 1997. The schedule on page 15 provides an analysis of the change in total interest income and total interest expense for the six months ended June 30, 1998 and 1997. Page 14 of 18 15 ANALYSIS OF CHANGES IN INTEREST INCOME AND INTEREST EXPENSE (In Thousands) Attributable To: ----------------------------- For the Six For the Six Months Months Ended June Ended June Increase Rate/ 30, 1998 30, 1997 (Decrease) Volume Rate Volume ------------ ------------ ---------- ------ ---- ------ INTEREST INCOME: (1) Loans (2) $ 11,980 $ 10,503 $1,477 $ 1,534 $ (50) $ (7) Federal funds sold 208 285 (77) (123) 80 (34) Held to maturity: Taxable securities 3,152 3,169 (17) 18 (34) (1) Non-taxable securities 135 331 (196) (6) (193) 3 Available for sale: Taxable securities 1,014 1,688 (674) (560) (170) 56 Non-taxable securities 102 102 102 Other securities 15 9 6 (1) 9 (2) -------- -------- ------ ------- ----- ---- Total $ 16,606 $ 15,985 $ 621 $ 964 $(358) $ 15 ======== ======== ====== ======= ===== ==== INTEREST EXPENSE: Savings and negotiable interest bearing deposits $ 2,714 $ 2,518 $ 196 $ 79 $ 113 $ 4 Time deposits 3,972 3,913 59 225 (157) (9) Federal funds purchased and securities sold under agreements to repurchase 106 64 42 69 (13) (14) Mortgage indebtedness 6 6 ------- ------- ------ ------- ----- ---- Total $ 6,798 $ 6,501 $ 297 $ 373 $ (57) $(19) ======= ======= ====== ======= ===== ==== (1) All interest earned is reported on a taxable equivalent basis using a tax rate of 34% in 1998 and 1997. (2) Loan fees are included in these figures. Includes nonaccrual loans. Page 15 of 18 16 PROVISION FOR LOAN LOSSES The Company has not charged a provision for loan losses to operating expense since 1993. The Company carefully monitors the quality and volume of its loan portfolio. Based on current conditions, Management feels that the allowance for loan losses is adequate and does not anticipate any provision for loan losses during 1998. OTHER INCOME During the six months ended June 30, 1998, the Company realized a gain of $5,083,000 for book purposes as the result of the sale of one of its branch locations, as mentioned previously in the Overview. OTHER EXPENSE Other expense increased $445,000 for the six months ended June 30, 1998, as compared with the same period during 1997, largely as the result of expenses relating to the computer conversion. 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. 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. At June 30, 1998, cash and due from banks, investment securities and federal funds sold were 46% of total deposits, as compared with 51% at June 30, 1997. Page 16 of 18 17 PART II OTHER INFORMATION Item 5 - Other Information None. Item 6 - Exhibits and Reports on Form 8-K (a) Exhibits None. (b) Reports on Form 8-K None. Page 17 of 18 18 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: July 31, 1998 ------------------------------- By: /s/ CHEVIS C. SWETMAN ------------------------------- Chevis C. Swetman Chairman, President and Chief Executive Officer Date: July 31, 1998 ------------------------------- By: /s/ LAURI A. WOOD ------------------------------- Lauri A. Wood Chief Financial Officer and Controller (principal financial and accounting officer) Page 18 of 18 19 INDEX TO EXHIBITS EXHIBIT NO. DESCRIPTION - ------- ----------- 27 Financial Data Schedule