FORM 10-QSB SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 1999 -------------------------------------- OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to _______________ Commission File No. 0-28838 PEOPLES FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Ohio 34-1822228 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 211 Lincoln Way East Massillon, Ohio 44646 (Address of principal (Zip Code) executive office) Issuers' telephone number, including area code: (330) 832-7441 Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 As of February 9, 2000, the latest practicable date, 1,265,108 shares of the registrant's common stock, without par value, were issued and outstanding. Page 1 of 16 pages INDEX PEOPLES FINANCIAL CORPORATION Page PART I - FINANCIAL INFORMATION Consolidated Statements of Financial Condition 3 Consolidated Statements of Earnings 4 Consolidated Statements of Comprehensive Income 5 Consolidated Statements of Cash Flows 6 Notes to Consolidated Financial Statements 8 Management's Discussion and Analysis of Financial Condition and Results of Operations 11 PART II - OTHER INFORMATION 15 SIGNATURES 16 Page 2 of 16 pages CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION PEOPLES FINANCIAL CORPORATION (In thousands, except share data) December 31, September 30, ASSETS 1999 1999 Cash and due from banks $ 1,387 $ 157 Interest-bearing deposits in other financial institutions 1,309 2,463 ------ ------ Cash and cash equivalents 2,696 2,620 Investment securities designated as available for sale - at market 969 1,150 Investment securities held to maturity - at cost, approximate market value of $989 and $2,000 as of December 31, 1999 and September 30, 1999 945 1,956 Mortgage-backed and related securities designated as available for sale - at market 6,869 7,394 Mortgage-backed and related securities held to maturity - at amortized cost, approximate market value of $3,288 and $3,152 as of December 31, 1999 and September 30, 1999 3,091 3,218 Loans receivable - net 75,475 73,084 Office premises and equipment - at depreciated cost 1,363 1,389 Stock in Federal Home Loan Bank - at cost 940 924 Accrued interest receivable 253 311 Prepaid federal income taxes 151 230 Prepaid expenses and other assets 54 161 ------ ------ Total assets $92,806 $92,437 ====== ====== LIABILITIES AND SHAREHOLDERS' EQUITY Deposits $68,540 $66,276 Advances from the Federal Home Loan Bank 13,000 11,000 Other liabilities 428 285 Deferred federal income taxes 604 675 ------ ------ Total liabilities 82,572 78,236 Shareholders' equity Preferred stock - authorized, 1,000,000 shares without par value; no shares issued - - Common stock - authorized 6,000,000 shares without par or stated value; 1,491,012 shares issued - - Additional paid-in capital 7,360 7,360 Retained earnings - restricted 6,044 9,874 Accumulated comprehensive income, unrealized gains on securities designated as available for sale, net of related tax effects 592 729 Shares acquired by stock benefit plans (625) (625) Less 225,904 treasury shares, at cost (3,137) (3,137) ------- ------ Total shareholders' equity 10,234 14,201 ------ ------ Total liabilities and shareholders' equity $92,806 $92,437 ====== ====== Page 3 of 16 pages CONSOLIDATED STATEMENTS OF EARNINGS PEOPLES FINANCIAL CORPORATION For the three months ended December 31, (In thousands, except share data) 1999 1998 Interest income Loans $1,395 $1,265 Mortgage-backed and related securities 166 203 Investment securities 42 48 Interest-bearing deposits and other 50 29 ----- ----- Total interest income 1,653 1,545 Interest expense Deposits 791 807 Borrowings 186 56 ----- ----- Total interest expense 977 863 ----- ----- Net interest income 676 682 Provision for losses on loans 3 3 ----- ----- Net interest income after provision for losses on loans 673 679 Other income Gain on sale of investment securities designated as available for sale 68 228 Other operating 14 12 ----- ----- Total other income 82 240 General, administrative and other expense Employee compensation and benefits 263 293 Occupancy and equipment 69 68 Franchise taxes 48 56 Federal deposit insurance premiums 10 10 Data processing 28 29 Advertising 7 10 Other operating 83 80 ------ ----- Total general, administrative and other expense 508 546 ------ ----- Earnings before income taxes 247 373 Federal income taxes Current 80 129 Deferred - - ----- ----- Total federal income taxes 80 129 ----- ----- NET EARNINGS $ 167 $ 244 ===== ===== EARNINGS PER SHARE Basic $.13 $.19 === === Diluted $.13 $.19 === === Page 4 of 16 pages CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME PEOPLES FINANCIAL CORPORATION For the three months ended December 31, (In thousands) 1999 1998 Net earnings $167 $ 244 Other comprehensive income, net of tax: Unrealized holding gains on securities during the period, net of tax of $47 and $117 in 1999 and 1998, respectively (92) 227 Reclassification adjustment for gains included in net Earnings, net of tax of $23 and $77 in 1999 and 1998, respectively (45) (150) --- ----- Comprehensive income $ 30 $ 321 === ===== Accumulated comprehensive income $592 $1,172 === ===== Page 5 of 16 pages CONSOLIDATED STATEMENTS OF CASH FLOWS PEOPLES FINANCIAL CORPORATION For the three months ended December 31, (In thousands) 1999 1998 Cash flows provided by (used in) operating activities: Net earnings for the period $ 167 $ 244 Adjustments to reconcile net earnings to net cash provided by (used in) operating activities: Depreciation of premises and equipment 27 28 Amortization of premiums and discounts on investment securities and mortgage-backed securities, net 4 8 Gain on sale of investment securities designated as available for sale (68) (228) Amortization of deferred loan fees (12) (2) Provision for losses on loans 3 3 Recovery of loss on investments - 4 Federal Home Loan Bank stock dividends (16) (15) Increase (decrease) in cash due to changes in: Accrued interest receivable 58 14 Prepaid expenses and other assets 107 30 Other liabilities 126 125 Accrued interest payable 17 - Prepaid federal income taxes 79 (311) ------ ----- Net cash provided by (used in) operating activities 492 (100) Cash flows provided by (used in) investing activities: Principal repayments on mortgage-backed and related securities 619 1,240 Proceeds from sale of investment securities 69 232 Principal repayments and maturities of investment securities 1,012 12 Loan principal repayments 3,851 6,783 Loan disbursements (6,232) (9,870) Purchase of office premises and equipment - (35) ------ ----- Net cash used in investing activities (681) (1,638) ------ ----- Net cash used in operating and investing activities (balance carried forward) (189) (1,738) ------ ----- Page 6 of 16 pages CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) PEOPLES FINANCIAL CORPORATION For the three months ended December 31, (In thousands) 1999 1998 Net cash used in operating and investing activities (balance brought forward) $ (189) $(1,738) Cash flows provided by (used in) financing activities: Net increase in deposit accounts 2,263 781 Proceeds from Federal Home Loan Bank advances 18,000 5,000 Repayment of Federal Home Loan Bank advances (16,000) (4,000) Purchase of treasury shares - (769) Cash dividends paid (3,998) (203) ----- ----- Net cash provided by financing activities 265 809 ----- ----- Net increase (decrease) in cash and cash equivalents 76 (929) Cash and cash equivalents at beginning of period 2,620 2,421 ----- ----- Cash and cash equivalents at end of period $ 2,696 $1,492 ===== ===== Supplemental disclosure of cash flow information: Cash paid during the period for: Federal income taxes $ - $ 440 ===== ===== Interest on deposits and borrowings $ 960 $ 863 ===== ===== Supplemental disclosure of noncash investing activities: Unrealized gains (losses) on securities designated as available for sale, net of related tax effects $ (137) $ 77 ===== ===== Page 7 of 16 pages NOTES TO CONSOLIDATED FINANCIAL STATEMENTS PEOPLES FINANCIAL CORPORATION For the three month periods ended December 31, 1999 and 1998 1. Basis of Presentation The accompanying unaudited consolidated financial statements were prepared in accordance with instructions for Form 10-QSB and, therefore, do not include information or footnotes necessary for a complete presentation of financial position, results of operations and cash flows in conformity with generally accepted accounting principles. Accordingly, these financial statements should be read in conjunction with the consolidated financial statements and notes thereto of Peoples Financial Corporation included in the Annual Report on Form 10-KSB for the year ended September 30, 1999. However, in the opinion of management, all adjustments (consisting of only normal recurring accruals) which are necessary for a fair presentation of the consolidated financial statements have been included. The results of operations for the three-month period ended December 31, 1999, are not necessarily indicative of the results which may be expected for an entire fiscal year. 2. Principles of Consolidation The accompanying consolidated financial statements include the accounts of Peoples Financial Corporation ("PFC" or the "Corporation") and Peoples Federal Savings and Loan Association of Massillon ("Peoples Federal" or the "Association"). All significant intercompany items have been eliminated. 3. Effects of Recent Accounting Pronouncements In June 1998, the Financial Accounting Standards Board (the "FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging Activities," which requires entities to recognize all derivatives in their financial statements as either assets or liabilities measured at fair value. SFAS No. 133 also specifies new methods of accounting for hedging transactions, prescribes the items and transactions that may be hedged, and specifies detailed criteria to be met to qualify for hedge accounting. The definition of a derivative financial instrument is complex, but in general, it is an instrument with one or more underlyings, such as an interest rate or foreign exchange rate, that is applied to a notional amount, such as an amount of currency, to determine the settlement amount(s). It generally requires no significant initial investment and can be settled net or by delivery of an asset that is readily convertible to cash. SFAS No. 133 applies to derivatives embedded in other contracts, unless the underlying of the embedded derivative is clearly and closely related to the host contract. SFAS No. 133, as amended by SFAS No. 137, is effective for fiscal years beginning after June 15, 2000. On adoption, entities are permitted to transfer held-to-maturity debt securities to the available-for-sale or trading category without calling into question their intent to hold other debt securities to maturity in the future. SFAS No. 133 is not expected to have a material impact on the Corporation's financial position or results of operations. Page 8 of 16 pages NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) PEOPLES FINANCIAL CORPORATION For the three month periods ended December 31, 1999 and 1998 4. Earnings Per Share Basic earnings per share is computed based upon the weighted-average shares outstanding during the period less shares in the ESOP that are unallocated and not committed to be released. Weighted-average common shares outstanding totaled 1,265,108 for the three-month period ended December 31, 1999. Weighted-average common shares outstanding, which gives effect to 32,516 unallocated ESOP shares, totaled 1,304,261 for the three-month period ended December 31, 1998. There were no unallocated ESOP shares during the three-month period ended December 31, 1999. Diluted earnings per share is computed taking into consideration common shares outstanding and dilutive potential common shares to be issued under PFC's stock option plan. Weighted-average common shares deemed outstanding for purposes of computing diluted earnings per share totaled 1,265,108 for the three-month period ended December 31, 1999 and 1,304,261 for the three-month period ended December 31, 1998. Options to purchase 116,617 and 125,661 shares of common stock at a weighted-average exercise price of $12.38 and $12.51 per share were outstanding at December 31, 1999 and 1998, respectively, but were excluded from the computation of common share equivalents because their exercise prices were greater than the average market price of the common shares. 5. Reclassifications Certain prior year amounts have been reclassified to conform to the 1999 consolidated financial statement presentation. Page 9 of 16 pages MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS PEOPLES FINANCIAL CORPORATION Note Regarding Forward-Looking Statements In addition to historical information contained herein, the following discussion contains forward-looking statements that involve risks and uncertainties. Economic circumstances, PFC's operations and PFC's actual results could differ significantly from those discussed in the forward-looking statements. Some of the factors that could cause or contribute to such differences are discussed herein but also include changes in the economy and interest rates in the nation and PFC's market area generally. See Exhibit 99 hereto, which is incorporated herein by reference. Some of the forward-looking statements included herein are the statements regarding management's determination of the amount and adequacy of allowance for losses on loans, legislative changes with respect to the federal thrift charter and the effect of certain recent accounting pronouncements. Discussion of Financial Condition Changes from September 30, 1999 to December 31, 1999 PFC's assets totaled $92.8 million as of December 31, 1999, an increase of $369,000, or .4%, over the September 30, 1999 total. The increase in assets was funded primarily by an increase in deposits of $2.3 million and an increase in advances from the Federal Home Loan Bank ("FHLB") of $2.0 million. These increases were offset by a decrease in shareholders' equity of $4.0 million, or 27.9%, caused mostly by payment of regular and special dividends totaling $4.0 million in November 1999. The increase in assets was comprised primarily of increases in loans receivable of $2.4 million, offset by net decreases to investment securities and mortgage-backed securities of $1.8 million. Cash and cash equivalents totaled $2.7 million at December 31, 1999, an increase of $76,000, or 2.9%, over the total at September 30, 1999. Investment securities totaled $1.9 million at December 31, 1999, a decrease of $1.2 million, or 38.4%, from the total at September 30, 1999. This decrease resulted primarily from a net decrease of $179,000 in unrealized gains and maturities of $1.0 million. Proceeds from maturities were primarily used to fund loan originations. Mortgage-backed securities totaled $10.0 million at December 31, 1999, a decrease of $652,000, or 6.1%, from the total at September 30, 1999. This decrease resulted primarily from principal repayments of $619,000 and an increase in net unrealized losses of $29,000. Proceeds from principal repayments were primarily used to fund loan originations. Page 10 of 16 pages MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) PEOPLES FINANCIAL CORPORATION Discussion of Financial Condition Changes from September 30, 1999 to December 31, 1999 (continued) Net loans receivable totaled $75.5 million at December 31, 1999, an increase of $2.4 million, or 3.3%, over the September 30, 1999 total. The increase is attributable to Peoples Federal's continued focus on its marketing program to originate new fixed and adjustable-rate mortgage loans and home equity loans at the main office and the branch lending office, and disbursements on construction loans. The allowance for loan losses totaled $216,000 at December 31, 1999, an increase of $3,000 over the balance at September 30, 1999. The allowance represented .27% of total loans at December 31, 1999 and at September 30, 1999. Nonperforming loans totaled $237,000 at December 31, 1999 and $114,000 at September 30, 1999. Deposits totaled $68.5 million at December 31, 1999, an increase of $2.3 million, or 3.4%, over the September 30, 1999 amount. During the three months ended December 31, 1999, certificates of deposit increased by $1.4 million, as Peoples Federal offered rates designed to maintain certificates and control interest cost. Passbook deposits and NOW accounts increased by $702,000 and $194,000 respectively, during the period. Money market demand accounts decreased by $63,000 during the period. Advances from the FHLB totaled $13.0 million at December 31, 1999, an increase of $2.0 million, or 18.2%, over the September 30, 1999 amount, as PFC used advances primarily to fund payment of dividends. At December 31, 1999, variable rate advances, due in December 2000, totaled $10.5 million and fixed rate advances were comprised of $1.5 million maturing in April 2000 and $1.0 million maturing in June 2000. Peoples Federal is required to meet minimum capital standards promulgated by the Office of Thrift Supervision (the "OTS"). At December 31, 1999, the Association's regulatory capital was well in excess of such minimum capital requirements. Comparison of Operating Results for the Three-Month Periods Ended December 31, 1999 and 1998 General Net earnings for the three months ended December 31, 1999, totaled $167,000, compared to $244,000 for the same period in 1998, a decrease of $77,000, or 31.6%. The decline in earnings resulted primarily from decreases in net interest income of $6,000, or .9% and in the gain on sale of investment securities of $160,000, or 70.2%, which were partially offset by decreases in general, administrative and other expense of $38,000 and federal income taxes of $49,000. Page 11 of 16 pages MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) PEOPLES FINANCIAL CORPORATION Comparison of Operating Results for the Three Month Periods Ended December 31, 1999 and 1998 (continued) Net Interest Income Interest income on loans for the three months ended December 31, 1999, increased by $130,000, or 10.3%, over the 1998 period. This increase resulted primarily from an $8.5 million, or 12.8%, increase in the average net loan portfolio balance outstanding, partially offset by a decrease in weighted-average yield from 7.63% in the three months ended December 31, 1998 to 7.46% in the 1999 period. Interest income on mortgage-backed and related securities, investment securities and interest-bearing deposits decreased by $22,000, or 7.9%, from the 1998 period. This decrease resulted from a $2.3 million decrease in average portfolio balances outstanding, partly offset by an increase in weighted average yield from 6.04% in the 1998 quarter to 6.33% in the 1999 quarter. Interest expense on deposits decreased by $16,000, or 2.0%, for the three months ended December 31, 1999, as compared to 1998. This decrease resulted from a decrease in the weighted-average cost of funds from 4.90% in 1998 to 4.63% in 1999, which was partially offset by a $2.2 million, or 3.3%, increase in average deposit balances outstanding. Interest expense on FHLB advances increased by $130,000, or 232.1% for the three months ended December 31, 1999, as compared to 1998. The 1999 average advances outstanding from the FHLB increased to $13.0 million from $4.7 million in 1998 and the weighted-average interest rate increased to 5.73% in 1999 from 4.81% in 1998. As a result of the foregoing changes in interest income and interest expense, net interest income decreased by $6,000, or .9%, for the three months ended December 31, 1999, compared to 1998. The interest rate spread increased to 2.45% for the three months ended December 31, 1999, as compared to 2.39% for the corresponding 1998 three-month period. The net interest margin decreased to 2.97% for the three months ended December 31, 1999, as compared to 3.20% for the comparable 1998 period. Provision for Losses on Loans It is the Association's policy to provide valuation allowances for estimated losses on loans based on past loan loss experience, changes in the composition of the loan portfolio, trends in the level of delinquent and problem loans, adverse situations that may affect the borrower's ability to repay, the estimated value of any underlying collateral and current and anticipated economic conditions in the primary lending area. The allowance for loan losses is increased by charges to earnings and decreased by charge-offs (net of recoveries). After considering the above guidelines, management decided to increase the allowance for losses on loans by $3,000 during both the three months ended December 31, 1999 and 1998. There can be no assurance that the allowance for losses on loans of Peoples Federal will be adequate to cover losses on nonperforming loans in the future. Page 12 of 16 pages MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) PEOPLES FINANCIAL CORPORATION Comparison of Operating Results for the Three Month Periods Ended December 31, 1999 and 1998 (continued) Other Income Other income totaled $82,000 for the three months ended December 31, 1999, a decrease of $158,000, or 65.8%, from the 1998 amount. The decrease was the result of selling fewer shares of FHLMC common stock during the three months ended December 31, 1999 than in the comparable 1998 period, partially offset by an increase of $2,000 in other operating income for 1999 over 1998. FHLMC common stock with a book value of $1,000 was sold in December 1999 for $69,000 resulting in a realized gain of $68,000, while FHLMC common stock with a book value of $4,000 was sold in November 1998 for $232,000 resulting in a realized gain of $228,000. Other operating income increased by $2,000 primarily due to increased ATM fee income. Also included in other operating income are safe deposit box rentals and late charges on loans. General, Administrative and Other Expense General, administrative and other expense decreased by $38,000, or 7.0%, for the three months ended December 31, 1999, compared to the same period in 1998. Employee compensation and benefits decreased by $30,000, or 10.2%, due primarily to termination of the ESOP in the final quarter of fiscal 1999, offset by an increase in directors' fees. Ohio franchise taxes for the three months ended December 31, 1999 decreased by $8,000, or 14.3% from 1998, due primarily to a decrease in tax rates year to year. Federal Income Taxes Federal income taxes are based on earnings before taxes for the three months ended December 31, 1999 and 1998. The decrease of $49,000, or 38.0%, in the provision for income taxes resulted primarily from the $126,000, or 33.8%, decrease in earnings before income taxes. The effective tax rate was 32.4% for the three months ended December 31, 1999 and 34.6% for the 1998 quarter. Year 2000 Compliance Matters As with most providers of financial services, Peoples Federal's operations are heavily dependent on information technology systems. During the three years leading up to January 1, 2000, Peoples Federal addressed the potential problems associated with the possibility that the computers that control or operate Peoples Federal's information technology system and infrastructure may not be programmed to read four-digit date codes and, upon arrival of the year 2000, may recognized the two-digit code "00" as the year 1900, causing systems to fail to function or to generate erroneous data. Page 13 of 16 pages MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) PEOPLES FINANCIAL CORPORATION Comparison of Operating Results for the Three Month Periods Ended December 31, 1999 and 1998 (continued) Year 2000 Compliance Matters (continued) PFC's primary data processing applications are handled by a third-party service bureau which advised PFC that it transferred to a fully year 2000-compliant processing system that was fully tested prior to June 30, 1999. Management has reviewed PFC's ancillary equipment and provided to appropriate remedial measures. Costs incurred to make Peoples Federal Year 2000 compliant, totaling approximately $40,000, had been charged to operations during the fiscal years ended September 30, 1999 and 1998. Peoples Federal realized no technology-related problems upon arrival of January 1, 2000, and had no interruption of services to its customers. PFC could incur losses if year 2000 issues adversely affect Peoples Federal's depositors or borrowers. Such problems could include delayed loan payments due to year 2000 problems affecting any significant borrowers or impairing the payroll systems of large employers in Peoples Federal's primary market area. Because Peoples Federal's loan portfolio is highly diversified with regard to individual borrowers and types of businesses and Peoples Federal's primary market area is not significantly dependent upon one employer or industry, Peoples Federal does not expect, and to date has not realized, any significant or prolonged difficulties that will affect net earning or cash flow. Page 14 of 16 pages PART II PEOPLES FINANCIAL CORPORATION ITEM 1. Legal Proceedings Not applicable ITEM 2. Changes in Securities and Use of Proceeds Not applicable ITEM 3. Defaults Upon Senior Securities Not applicable ITEM 4. Submission of Matters to a Vote of Security Holders On January 26, 2000, the Annual Meeting of PFC's Shareholders was held. The four directors nominated were elected to terms expiring in 2002 by the following votes: James P. Bordner For: 1,103,893 Withheld: 40,863 Alan C. Edie For: 1,115,570 Withheld: 29,186 Thomas E. Shelt For: 1,099,812 Withheld: 44,944 Vince E. Stephan For: 1,098,093 Withheld: 46,663 One other matter was submitted to the shareholders, for which the following votes were cast. Ratification of the selection of Grant Thornton LLP as independent auditors of PFC for the year ending September 30, 2000. For: 1,135,692 Against: 4,170 Abstain: 4,894 ITEM 5. Other Information Not applicable ITEM 6. Exhibits and Reports on Form 8-K (a) Exhibits: 27 Financial data schedule for the three months ended December 31, 1999. 99 Safe Harbor under the Private Securities Litigation Reform Act of 1995. (b) Reports on Form 8-K: None. Page 15 of 16 pages SIGNATURES PEOPLES FINANCIAL CORPORATION Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: February 10, 2000 By: /s/Paul von Gunten Paul von Gunten President and Chief Executive Officer Date: February 10, 2000 By: /s/James R. Rinehart James R. Rinehart Treasurer Page 16 of 16 Pages