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PEOPLES FINANCIAL CORP /MS/ - Quarter Report: 2019 June (Form 10-Q)

pfbx20190630_10q.htm
 

 

UNITED STATES

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, 2019

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

 

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

 

Large accelerated filer ___     Accelerated filer                      Smaller reporting company   X
Non-accelerated filer ____    Emerging growth company ___

 

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

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes _____  No X

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class 

Trading

Symbol(s)

Name of each exchange on which registered
None PFBX None

 

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 31, 2019, there were 15,000,000 shares of $1 par value common stock authorized, with 4,943,186 shares issued and outstanding.

 

1

 

 

Part 1 – Financial Information

Item 1: Financial Statements

 

 

Peoples Financial Corporation and Subsidiaries

Consolidated Statements of Condition

(in thousands except share data)

 

   

June 30, 2019

   

December 31, 2018

 
   

(unaudited)

   

(audited)

 
                 

Assets

               

Cash and due from banks

  $ 34,054     $ 17,191  

Available for sale securities

    218,082       222,110  

Held to maturity securities, fair value of $54,964 at June 30, 2019; $53,459 at December 31, 2018

    54,254       54,598  

Other investments

    2,699       2,811  

Federal Home Loan Bank Stock, at cost

    2,103       2,069  

Loans

    266,097       273,346  

Less: Allowance for loan losses

    4,946       5,340  

Loans, net

    261,151       268,006  

Bank premises and equipment, net of accumulated depreciation

    18,240       18,879  

Other real estate

    9,012       8,943  

Accrued interest receivable

    1,937       1,956  

Cash surrender value of life insurance

    19,123       18,841  

Other assets

    1,767       1,382  

Total assets

  $ 622,422     $ 616,786  

 

2

 

 

Peoples Financial Corporation and Subsidiaries

Consolidated Statements of Condition (continued)

(in thousands except share data)

 

   

June 30, 2019

   

December 31, 2018

 
   

(unaudited)

   

(audited)

 

Liabilities and Shareholders' Equity

               

Liabilities:

               

Deposits:

               

Demand, non-interest bearing

  $ 123,571     $ 114,512  

Savings and demand, interest bearing

    281,954       278,772  

Time, $100,000 or more

    61,567       52,787  

Other time deposits

    26,543       27,435  

Total deposits

    493,635       473,506  

Borrowings from Federal Home Loan Bank

    16,052       36,142  

Employee and director benefit plans liabilities

    18,669       18,415  

Other liabilities

    1,197       1,789  

Total liabilities

    529,553       529,852  

Shareholders' Equity:

               

Common stock, $1 par value, 15,000,000 shares authorized, 4,943,186 shares issued and outstanding at June 30, 2019 and December 31, 2018

    4,943       4,943  

Surplus

    65,780       65,780  

Undivided profits

    20,351       20,324  

Accumulated other comprehensive gain (loss)

    1,795       (4,113 )

Total shareholders' equity

    92,869       86,934  

Total liabilities and shareholders' equity

  $ 622,422     $ 616,786  

 

See notes to consolidated financial statements.

 

3

 

 

 

Peoples Financial Corporation and Subsidiaries

Consolidated Statements of Operations

(in thousands except per share data)(unaudited)

 

   

Three Months Ended June 30,

   

Six Months Ended June 30,

 
   

2019

   

2018

   

2019

   

2018

 

Interest income:

                               

Interest and fees on loans

  $ 3,415     $ 3,230     $ 7,104     $ 6,463  

Interest and dividends on securities:

                               

U.S. Treasuries

    295       368       589       747  

U.S. Government agencies

    117       114       242       236  

Mortgage-backed securities

    796       623       1,618       1,173  

States and political subdivisions

    436       440       896       879  

Collateralized mortgage obligations

    38               50          

Other investments

    29       7       40       10  

Interest on balances due from depository institutions

    104       60       191       99  

Total interest income

    5,230       4,842       10,730       9,607  

Interest expense:

                               

Deposits

    810       536       1,612       1,007  

Federal funds purchased

            2               7  

Borrowings from Federal Home Loan Bank

    80       85       158       105  

Total interest expense

    890       623       1,770       1,119  

Net interest income

    4,340       4,219       8,960       8,488  

Provision for allowance for loan losses

    56       28       110       63  

Net interest income after provision for allowance for loan losses

  $ 4,284     $ 4,191     $ 8,850     $ 8,425  

 

4

 

 

Peoples Financial Corporation and Subsidiaries

Consolidated Statements of Operations (continued)

(in thousands except per share data)(unaudited)

 

   

Three Months Ended June 30,

   

Six Months Ended June 30,

 
   

2019

   

2018

   

2019

   

2018

 

Non-interest income:

                               

Trust department income and fees

  $ 415     $ 452     $ 786     $ 885  

Service charges on deposit accounts

    918       919       1,800       1,830  

Increase in cash surrender value of life insurance

    111       133       216       240  

Other income

    155       130       263       241  

Total non-interest income

    1,599       1,634       3,065       3,196  

Non-interest expense:

                               

Salaries and employee benefits

    2,777       2,725       5,511       5,554  

Net occupancy

    542       450       1,016       890  

Equipment rentals, depreciation and maintenance

    839       841       1,672       1,599  

FDIC and state banking assessments

    88       97       190       211  

Data processing

    310       330       657       657  

ATM expense

    161       134       330       272  

Other real estate expense

    440       364       490       484  

Loss from other investments

    52       60       112       99  

Other expense

    1,002       761       1,860       1,500  

Total non-interest expense

    6,211       5,762       11,838       11,266  

Income (loss) before income taxes

    (328 )     63       77       355  

Income tax

                               

Net income (loss)

  $ (328 )   $ 63     $ 77     $ 355  

Basic and diluted earnings (loss) per share

  $ ( .06 )   $ .01     $ .02     $ .07  

Dividends declared per share

  $ .01     $ .01     $ .01     $ .01  

 

See notes to consolidated financial statements.

 

5

 

 

 

Peoples Financial Corporation and Subsidiaries

Consolidated Statements of Comprehensive Income (Loss)

(in thousands)(unaudited)

 

   

Three Months Ended June 30,

   

Six Months Ended June 30,

 
   

2019

   

2018

   

2019

   

2018

 
                                 

Net income (loss)

  $ (328 )   $ 63     $ 77     $ 355  

Other comprehensive income (loss):

                               

Net unrealized gain (loss) on available for sale securities

    2,562       (491 )     5,908       (3,085 )

Total other comprehensive income (loss)

    2,562       (491 )     5,908       (3,085 )

Total comprehensive income (loss)

  $ 2,234     $ (428 )   $ 5,985     $ (2,730 )

 

See notes to consolidated financial statements.

 

6

 

 

 

Peoples Financial Corporation and Subsidiaries

Consolidated Statements of Changes in Shareholders’ Equity

(in thousands except share data)

 

                                   

Accumulated

         
   

Number of

                           

Other

         
   

Common

   

Common

           

Undivided

   

Comprehensive

         
   

Shares

   

Stock

   

Surplus

   

Profits

   

Gain (Loss)

   

Total

 
                                                 

Balance, January 1, 2018

    5,083,186     $ 5,083     $ 65,780     $ 21,563     $ (2,927 )   $ 89,499  

Net income

                            292               292  

Other comprehensive loss

                                    (2,594 )     (2,594 )

Retirement of stock

    (10,392 )     (10 )             (135 )             (145 )

Balance, March 31, 2018

    5,072,794       5,073       65,780       21,720       (5,521 )     87,052  

Net income

                            63               63  

Other comprehensive loss

                                    (491 )     (491 )

Dividends ($ .01 per share)

                            (51 )             (51 )

Retirement of stock

    (35,075 )     (35 )             (452 )             (487 )

Balance, June 30, 2018

    5,037,719     $ 5,038     $ 65,780     $ 21,280     $ (6,012 )   $ 86,086  
                                                 

Balance, January 1, 2019

    4,943,186     $ 4,943     $ 65,780     $ 20,324     $ (4,113 )   $ 86,934  

Net income

                            405               405  

Other comprehensive gain

                                    3,346       3,346  

Balance, March 31, 2019

    4,943,186       4,943       65,780       20,729       (767 )     90,685  

Net income

                            (328 )             (328 )

Other comprehensive gain

                                    2,562       2,562  

Dividends ($ .01 per share)

                            (50 )             (50 )

Balance, June 30, 2019

    4,943,186     $ 4,943     $ 65,780     $ 20,351     $ 1,795     $ 92,869  

 

Note: Balances as of January 1, 2018 and 2019 were audited.

 

See notes to consolidated financial statements.

 

7

 

 

 

Peoples Financial Corporation and Subsidiaries

Consolidated Statements of Cash Flows 

(in thousands)(unaudited)

 

   

Six Months Ended June 30,

 
   

2019

   

2018

 

Cash flows from operating activities:

               

Net income

  $ 77     $ 355  

Adjustments to reconcile net income to net cash provided by operating activities:

               

Depreciation

    964       985  

Provision for allowance for loan losses

    110       63  

Writedown of other real estate

    442       257  

(Gain) loss on sales of other real estate

    (58 )     5  

Loss from other investments

    112       99  

Amortization of held to maturity securities

    133       126  

Amortization of available for sale securities

    93       208  

Change in accrued interest receivable

    19       105  

Increase in cash surrender value of life insurance

    (216 )     (240 )

Change in other assets

    (385 )     (154 )

Change in employee and director benefit plan liabilities and other liabilities

    (338 )     (395 )

Net cash provided by operating activities

  $ 953     $ 1,414  

 

8

 

 

 Peoples Financial Corporation and Subsidiaries

Consolidated Statements of Cash Flows (continued)

(in thousands) (unaudited)

 

   

Six Months Ended June 30,

 
   

2019

   

2018

 
                 

Cash flows from investing activities:

               

Proceeds from maturities, sales and calls of available for sale securities

  $ 19,642     $ 26,989  

Proceeds from maturities of held to maturity securities

    1,740       435  

Purchases of available for sale securities

    (9,799 )     (15,638 )

Purchases of held to maturity securities

    (1,529 )     (2,155 )

Purchases of Federal Home Loan Bank stock

    (34 )     (68 )

Proceeds from sales of other real estate

    1,205       1,468  

Loans, net change

    5,087       4,560  

Acquisition of bank premises and equipment

    (325 )     (355 )

Investment in cash surrender value of life insurance

    (66 )     (53 )

Net cash provided by investing activities

    15,921       15,183  

Cash flows from financing activities:

               

Demand and savings deposits, net change

    12,241       (8,011 )

Time deposits, net change

    7,888       1,704  

Borrowings from Federal Home Loan Bank

    649,550       629,900  

Repayments to Federal Home Loan Bank

    (669,640 )     (628,928 )

Cash dividends paid

    (50 )     (51 )

Stock repurchase

            (632 )

Net cash used in financing activities

    (11 )     (6,018 )

Net increase in cash and cash equivalents

    16,863       10,579  

Cash and cash equivalents, beginning of period

    17,191       25,281  

Cash and cash equivalents, end of period

  $ 34,054     $ 35,860  

 

See notes to consolidated financial statements.

 

9

 

 

PEOPLES FINANCIAL CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

For the Six Months Ended June 30, 2019 and 2018

 

 

1. Basis of Presentation:

Peoples Financial Corporation (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 those portions of Mississippi, Louisiana and Alabama which are within a fifty mile radius of the Waveland, Wiggins and Gautier branches, the Bank’s three most outlying locations (the “trade area”).

 

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, 2019 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 2018 Annual Report and Form 10-K.

 

The results of operations for the quarter or six months ended June 30, 2019, 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 reporting period. Actual results could differ from those estimates. Material estimates common to the banking industry that are particularly susceptible to significant change in the near term include, but are not limited to, the determination of the allowance for loan losses, the valuation of other real estate acquired in connection with foreclosure or in satisfaction of loans and valuation allowances associated with the realization of deferred tax assets, which are based on future taxable income.

 

Summary of Significant Accounting Policies - The accounting and reporting policies of the Company conform to 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, 2018.

 

10

 

 

In April 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2019-04 (“ASU 2019-04”), Codification Improvements to Topic 326, Financial Instruments – Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments. ASU 2019-04 includes technical corrections relating to scope, held to maturity disclosures, measurement alternative and remeasurement of equity securities. The effective date is for fiscal years beginning after December 31, 2019, including interim periods within those fiscal years. The adoption of this ASU is not expected to have a material effect on the Company’s financial position, result of operations or cash flows.

 

ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, is intended to provide financial statement users with more decision-useful information related to expected credit losses on financial instruments and other commitments to extend credit by replacing the current incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to determine credit loss estimates.   ASU 2016-13 is effective for the Company for interim and annual periods beginning after December 15, 2019 and the Company intends to adopt ASU 2016-13 during the first quarter of 2020.   The Company’s Current Expected Credit Loss (CECL) Committee continues to evaluate the impact this ASU will have on the Company’s financial position, results of operations and financial statement disclosures and determine the most appropriate method of implementing this ASU.  Management will continue to evaluate the impact this ASU will have on the Company’s consolidated financial statements through its effective date. In July, FASB issued a proposal to delay the effective date of ASU 2016-13 for certain entities, which might apply to the Company. The Company will monitor this development.

 

 

2. Earnings Per Share:

Per share data is based on the weighted average shares of common stock outstanding of 4,943,186 and 5,067,208 for the six months ended June 30, 2019 and 2018, respectively. Per share data is based on the weighted average shares of common stock outstanding of 4,943,186 and 5,054,047 for the quarters ended June 30, 2019 and 2018, respectively.

 

 

3. Statements of Cash Flows:

The Company has defined cash and cash equivalents as cash and due from banks. The Company paid $1,765,203 and $1,120,269 for the six months ended June 30, 2019 and 2018, respectively, for interest on deposits and borrowings. No income tax payments were made during the six months ended June 30, 2019 and 2018. Loans transferred to other real estate amounted to $1,658,274 and $3,385,724 during the six months ended June 30, 2019 and 2018, respectively.

 

11

 

 

 

4. Investments:

The amortized cost and fair value of securities at June 30, 2019 and December 31, 2018, are as follows (in thousands):

 

           

Gross

   

Gross

         
           

Unrealized

   

Unrealized

         

June 30, 2019

 

Amortized Cost

   

Gains

   

Losses

   

Fair Value

 

Available for sale securities:

                               

Debt securities:

                               

U.S. Treasuries

  $ 80,889     $ 19     $ (600 )   $ 80,308  

U.S. Government agencies

    12,493       56       (26 )     12,523  

Mortgage-backed securities

    110,224       1,627       (102 )     111,749  

Collateralized mortgage obligations

    4,827       231               5,058  

States and political subdivisions

    8,375       69               8,444  

Total available for sale securities

  $ 216,808     $ 2,002     $ (728 )   $ 218,082  

Held to maturity securities:

                               

U.S. Government agencies

  $ 8,185           $ (3 )   $ 8,182  

States and political subdivisions

    46,069       776       (63 )     46,782  

Total held to maturity securities

  $ 54,254     $ 776     $ (66 )   $ 54,964  

 

12

 

 

           

Gross

   

Gross

         
           

Unrealized

   

Unrealized

         

December 31, 2018

 

Amortized Cost

   

Gains

   

Losses

   

Fair Value

 

Available for sale securities:

                               

Debt securities:

                               

U.S. Treasuries

  $ 85,866     $       $ (2,443 )   $ 83,423  

U.S. Government agencies

    17,492       14       (259 )     17,247  

Mortgage-backed securities

    112,391       231       (2,278 )     110,344  

States and political subdivisions

    10,994       102               11,096  

Total available for sale securities

  $ 226,743     $ 347     $ (4,980 )   $ 222,110  

Held to maturity securities:

                               

U.S. Government agencies

  $ 8,185     $       $ (371 )   $ 7,814  

States and political subdivisions

    46,413       89       (857 )     45,645  

Total held to maturity securities

  $ 54,598     $ 89     $ (1,228 )   $ 53,459  

 

The amortized cost and fair value of debt securities at June 30, 2019 (in thousands), by contractual maturity, are shown on the following page. 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.

 

13

 

 

   

Amortized Cost

   

Fair Value

 

Available for sale securities:

               

Due in one year or less

  $ 31,850     $ 31,744  

Due after one year through five years

    62,000       61,642  

Due after five years through ten years

    9,900       10,050  

Due after ten years

    2,834       2,897  

Mortgage-backed securities

    110,224       111,749  

Totals

  $ 216,808     $ 218,082  
                 

Held to maturity securities:

               

Due in one year or less

  $ 2,718     $ 2,728  

Due after one year through five years

    18,470       18,626  

Due after five years through ten years

    19,349       19,623  

Due after ten years

    13,717       13,987  

Totals

  $ 54,254     $ 54,964  

 

14

 

 

Available for sale and held to maturity securities with gross unrealized losses at June 30, 2019 and December 31, 2018, aggregated by investment category and length of time that individual securities have been in a continuous loss position, are as follows (in thousands):

 

   

Less Than Twelve Months

   

Over Twelve Months

   

Total

 
           

Gross

           

Gross

           

Gross

 
           

Unrealized

           

Unrealized

           

Unrealized

 
June 30, 2019:  

Fair Value

   

Losses

   

Fair Value

   

Losses

   

Fair Value

   

Losses

 

U.S. Treasuries

  $       $       $ 74,300     $ 600     $ 74,300     $ 600  

U.S. Government agencies

                    9,963       29       9,963       29  

Mortgage-backed securities

                    14,872       102       14,872       102  

States and political subdivisions

    384       1       5,854       62       6,238       63  

TOTAL

  $ 384     $ 1     $ 104,989     $ 793     $ 105,373     $ 794  
                                                 

December 31, 2018:

                                               

U.S. Treasuries

  $ 999     $ 1     $ 82,424     $ 2,442     $ 83,423     $ 2,443  

U.S. Government agencies

    4,939       61       17,608       569       22,547       630  

Mortgage-backed securities

    24,834       293       55,649       1,985       80,483       2,278  

States and political subdivisions

    8,470       122       19,678       735       28,148       857  

TOTAL

  $ 39,242     $ 477     $ 175,359     $ 5,731     $ 214,601     $ 6,208  

 

At June 30, 2019, 15 of 17 securities issued by the U.S. Treasury, 2 of the 5 securities issued by U.S. Government agencies, 20 of the 136 securities issued by states and political subdivisions and 7 of the 46 mortgage-backed securities contained unrealized losses.

 

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.

 

There were no sales or calls of available for sale securities during the six months ended June 30, 2019 and 2018.

 

15

 

 

Securities with a fair value of $251,813,256 and $206,017,056 at June 30, 2019 and December 31, 2018, respectively, were pledged to secure public deposits, federal funds purchased and other balances required by law.

 

 

5. Loans:

The composition of the loan portfolio at June 30, 2019 and December 31, 2018, is as follows (in thousands):

 

   

June 30, 2019

   

December 31, 2018

 
                 

Gaming

  $ 20,703     $ 25,767  

Hotel/Motel

    48,295       44,112  

Real estate, construction

    24,699       31,597  

Real estate, mortgage

    136,633       137,437  

Commercial and industrial

    28,205       27,505  

Other

    7,562       6,928  

Total

  $ 266,097     $ 273,346  

 

The age analysis of the loan portfolio, segregated by class of loans, as of June 30, 2019 and December 31, 2018, is as follows (in thousands):

 

16

 

 

                                                   

Loans Past

 
                                                   

Due Greater

 
   

Number of Days Past Due

                           

Than 90

 
                   

Greater

   

Total

           

Total

   

Days &

 
      30 - 59       60 - 89    

Than 90

   

Past Due

   

Current

   

Loans

   

Still Accruing

 

June 30, 2019:

                                                       

Gaming

  $             $             $ 20,703     $ 20,703     $    

Hotel/Motel

                                    48,295       48,295          

Real estate, construction

    1,358               46       1,404       23,295       24,699          

Real estate, mortgage

    3,245       958       4,904       9,107       127,526       136,633          

Commercial and industrial

    239       5       789       1,033       27,172       28,205          

Other

    64       4               68       7,494       7,562          
                                                         

Total

  $ 4,906     $ 967     $ 5,739     $ 11,612     $ 254,485     $ 266,097     $    

December 31, 2018:

                                                       

Gaming

  $             $       $       $ 25,767     $ 25,767     $    

Hotel/Motel

                                    44,112       44,112          

Real estate, construction

    1,987       340       860       3,187       28,410       31,597          

Real estate, mortgage

    2,866       7,129       1,730       11,725       125,712       137,437          

Commercial and industrial

    9       110       1,661       1,780       25,725       27,505          

Other

    107       3               110       6,818       6,928          
                                                         

Total

  $ 4,969     $ 7,582     $ 4,251     $ 16,802     $ 256,544     $ 273,346     $    

 

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 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, B, C, S, D, E or 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. A grade of S will generally be applied to loans for customers who meet the criteria for a grade of C but also warrant additional monitoring by placement on the watch list. 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. In addition, on a monthly basis the Company determines which loans are 90 days or more past due and assigns a grade of E to them. 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.

 

17

 

 

An analysis of the loan portfolio by loan grade, segregated by class of loans, as of June 30, 2019 and December 31, 2018, is as follows (in thousands):

 

   

Loans With A Grade Of:

         
   

A, B or C

   

S

   

D

   

E

   

F

   

Total

 

June 30, 2019:

                                               

Gaming

  $ 20,703     $       $       $       $       $ 20,703  

Hotel/Motel

    48,295                                       48,295  

Real estate, construction

    23,911               208       580               24,699  

Real estate, mortgage

    106,992       15,027       5,973       8,641               136,633  

Commercial and industrial

    18,084       8,882       148       1,091               28,205  

Other

    7,548               12       2               7,562  

Total

  $ 225,533     $ 23,909     $ 6,341     $ 10,314     $       $ 266,097  
                                                 

December 31, 2018:

                                               

Gaming

  $ 21,080     $       $ 4,687     $       $       $ 25,767  

Hotel/Motel

    44,112                                       44,112  

Real estate, construction

    29,930               217       1,450               31,597  

Real estate, mortgage

    108,885       10,430       12,992       5,130               137,437  

Commercial and industrial

    25,335               218       1,952               27,505  

Other

    6,904               20       4               6,928  

Total

  $ 236,246     $ 10,430     $ 18,134     $ 8,536     $       $ 273,346  

 

18

 

 

A loan may be impaired but not on nonaccrual status when the loan is well secured and in the process of collection. Total loans on nonaccrual as of June 30, 2019 and December 31, 2018, are as follows (in thousands):

 

   

June 30, 2019

   

December 31, 2018

 
                 

Real estate, construction

  $ 580     $ 1,439  

Real estate, mortgage

    8,554       4,954  

Commercial and industrial

    1,007       1,855  

Other

    2       2  

Total

  $ 10,143     $ 8,250  

 

Prior to 2018, certain loans were modified by granting interest rate concessions to these customers with such loans being classified as troubled debt restructurings. During 2018 and 2019, the Company did not restructure any additional loans. Specific reserves of $63,106 and $69,000 were allocated to troubled debt restructurings as of June 30, 2019 and December 31, 2018, respectively. The Bank had no commitments to lend additional amounts to customers with outstanding loans classified as troubled debt restructurings as of June 30, 2019 and December 31, 2018.

 

19

 

 

Impaired loans, which include loans classified as nonaccrual and troubled debt restructurings, segregated by class of loans, as of June 30, 2019 and December 31, 2018, are as follows (in thousands):

 

   

Unpaid

Principal

Balance

   

Recorded

Investment

   

Related

Allowance

   

Average

Recorded

Investment

   

Interest

Income

Recognized

 

June 30, 2019:

                                       

With no related allowance recorded:

                                       

Real estate, construction

  $ 349     $ 349     $       $ 362     $    

Real estate, mortgage

    8,782       8,782               8,858       15  

Commercial and industrial

    1,189       962               1,120          

Other

    2       2               2          
                                         

Total

    10,322       10,095               10,342       15  
                                         

With a related allowance recorded:

                                       

Real estate, construction

    231       231       20       232          

Real estate, mortgage

    838       838       99       842       14  

Commercial and industrial

    45       45       4       40          
                                         

Total

    1,114       1,114       123       1,114       14  
                                         

Total by class of loans:

                                       

Real estate, construction

    580       580       20       594          

Real estate, mortgage

    9,620       9,620       99       9,700       29  

Commercial and industrial

    1,234       1,007       4       1,160          

Other

    2       2               2          
                                         

Total

  $ 11,436     $ 11,209     $ 123     $ 11,456     $ 29  

 

20

 

 

   

Unpaid

Principal

Balance

   

Recorded

Investment

   

Related

Allowance

   

Average

Recorded

Investment

   

Interest

Income

Recognized

 

December 31, 2018:

                                       

With no related allowance recorded:

                                       

Real estate, construction

  $ 1,171     $ 784     $       $ 785     $    

Real estate, mortgage

    5,508       5,474               5,826       29  

Commercial and industrial

    2,083       1,855               2,204          

Other

    2       2               3          
                                         

Total

    8,764       8,115               8,818       29  
                                         

With a related allowance recorded:

                                       

Real estate, construction

    742       655       283       633          

Real estate, mortgage

    574       574       101       589       25  
                                         

Total

    1,316       1,229       384       1,222       25  
                                         

Total by class of loans:

                                       

Real estate, construction

    1,913       1,439       283       1,418          

Real estate, mortgage

    6,082       6,048       101       6,415       54  

Commercial and industrial

    2,083       1,855               2,204          

Other

    2       2               3          
                                         

Total

  $ 10,080     $ 9,344     $ 384     $ 10,040     $ 54  

 

21

 

 

 

6. Allowance for Loan Losses:

 

Transactions in the allowance for loan losses for the quarters and six months ended June 30, 2019 and 2018, and the balances of loans, individually and collectively evaluated for impairment, as of June 30, 2019 and 2018, are as follows (in thousands):

 

   

Gaming

   

Hotel/Motel

   

Real Estate, Construction

   

Real Estate, Mortgage

   

Commercial

and Industrial

   

Other

   

Total

 

For the Six Months Ended June 30, 2019:

                                                 

Allowance for Loan Losses:

                                                       

Beginning balance

  $ 416     $ 1,443     $ 429     $ 2,443     $ 476     $ 133     $ 5,340  

Charge-offs

                    (403 )     (46 )             (139 )     (588 )

Recoveries

                    2       2       21       59       84  

Provision

    (127 )     223       193       (175 )     (57 )     53       110  

Ending Balance

  $ 289     $ 1,666     $ 221     $ 2,224     $ 440     $ 106     $ 4,946  
                                                         

For the Quarter Ended June 30, 2019:

                                                 

Allowance for Loan Losses:

                                                       

Beginning Balance

  $ 399     $ 1,617     $ 401     $ 2,360     $ 480     $ 119     $ 5,376  

Charge-offs

                    (403 )     (46 )             (63 )     (512 )

Recoveries

                                    7       19       26  

Provision

    (110 )     49       223       (90 )     (47 )     31       56  

Ending Balance

  $ 289     $ 1,666     $ 221     $ 2,224     $ 440     $ 106     $ 4,946  
                                                         

Allowance for Loan Losses, June 30, 2019:

                                                 

Ending balance: individually evaluated for impairment

  $       $       $ 20     $ 254     $ 91     $ 4     $ 369  

Ending balance: collectively evaluated for impairment

  $ 289     $ 1,666     $ 201     $ 1,970     $ 349     $ 102     $ 4,577  
                                                         

Total Loans, June 30, 2019:

                                                       

Ending balance: individually evaluated for impairment

  $       $       $ 788     $ 14,614     $ 1,239     $ 14     $ 16,655  

Ending balance: collectively evaluated for impairment

  $ 20,703     $ 48,295     $ 23,911     $ 122,019     $ 26,966     $ 7,548     $ 249,442  

 

22

 

 

   

Gaming

   

Hotel/Motel

   

Real Estate,

Construction

   

Real Estate,

Mortgage

   

Commercial

and Industrial

   

Other

   

Total

 

For the Six Months Ended June 30, 2018:

                                                 

Allowance for Loan Losses:

                                                       

Beginning balance

  $ 536     $ 936     $ 242     $ 3,369     $ 892     $ 178     $ 6,153  

Charge-offs

                            (429 )     (369 )     (156 )     (954 )

Recoveries

                    1       118       45       82       246  

Provision

    (83 )     419       (44 )     (218 )     (65 )     54       63  

Ending Balance

  $ 453     $ 1,355     $ 199     $ 2,840     $ 503     $ 158     $ 5,508  
                                                         

For the Quarter Ended June 30, 2018:

                                                 

Allowance for Loan Losses:

                                                       

Beginning Balance

  $ 438     $ 1,182     $ 230     $ 3,403     $ 798     $ 161     $ 6,212  

Charge-offs

                            (415 )     (325 )     (62 )     (802 )

Recoveries

                    1               32       37       70  

Provision

    15       173       (32 )     (148 )     (2 )     22       28  

Ending Balance

  $ 453     $ 1,355     $ 199     $ 2,840     $ 503     $ 158     $ 5,508  
                                                         

Allowance for Loan Losses, June 30, 2018:

                                                 

Ending balance: individually evaluated for impairment

  $       $       $ 118     $ 681     $ 230     $ 2     $ 1,031  

Ending balance: collectively evaluated for impairment

  $ 453     $ 1,355     $ 81     $ 2,159     $ 273     $ 156     $ 4,477  
                                                         

Total Loans, June 30, 2018:

                                                       

Ending balance: individually evaluated for impairment

  $       $       $ 1,623     $ 20,405     $ 2,375     $ 14     $ 24,417  

Ending balance: collectively evaluated for impairment

  $ 25,399     $ 40,849     $ 35,943     $ 117,079     $ 21,749     $ 6,359     $ 247,378  

 

 

7. Deposits:

Time deposits of $250,000 or more totaled approximately $42,438,000 and $32,137,000 at June 30, 2019 and December 31, 2018, respectively.

 

 

8. Shareholders’ Equity:

On April 24, 2019, the Company declared a dividend of $ .01 per share, which was payable on May 10, 2019 to shareholders of record as of May 6, 2019.

 

 

9. Fair Value Measurements and Disclosures:

The Company utilizes fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. Available for sale securities are recorded at fair value on a recurring basis. Additionally, from time to time, the Company may be required to record other assets at fair value on a non-recurring basis, such as impaired loans and ORE. These non-recurring fair value adjustments typically involve application of lower of cost or market accounting or write-downs of individual assets. Additionally, the Company is required to disclose, but not record, the fair value of other financial instruments.

 

23

 

 

Fair Value Hierarchy

The Company groups assets and liabilities at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. These levels are:

 

Level 1 - Valuation is based upon quoted prices for identical instruments traded in active markets.

 

Level 2 - Valuation is based upon quoted market prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market.

 

Level 3 - Valuation is generated from model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include the use of option pricing models, discounted cash flow models and similar techniques.

 

Following is a description of valuation methodologies used to determine the fair value of financial assets and liabilities.

 

Cash and Due from Banks

The carrying amount shown as cash and due from banks 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. Another 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. The Company’s available for sale securities for which fair value is determined through the use of such pricing models and matrix pricing are classified as Level 2 assets. If the fair value of available for sale securities is generated through model-based techniques, including the discounting of estimated cash flows, such securities are classified as Level 3 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.

 

24

 

 

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. Impaired loans are non-recurring Level 3 assets.

 

Other Real Estate

In the course of lending operations, Management may determine that it is 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. Other real estate is 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.

 

Borrowings from Federal Home Loan Bank

The fair value of Federal Home Loan Bank (“FHLB”) fixed rate borrowings is estimated using discounted cash flows based on current incremental borrowing rates for similar types of borrowing arrangements. The fair value of FHLB variable rate borrowings is estimated to be its carrying value.

 

25

 

 

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, 2019 and December 31, 2018 are as follows (in thousands):

 

           

Fair Value Measurements Using

 
   

Total

   

Level 1

   

Level 2

   

Level 3

 

June 30, 2019:

                               

U.S. Treasuries

  $ 80,308     $       $ 80,308     $    

U.S. Government agencies

    12,523               12,523          

Mortgage-backed securities

    111,749               111,749          

Collateralized mortgage obligations

    5,058               5,058          

States and political subdivisions

    8,444               8,444          

Total

  $ 218,082     $       $ 218,082     $    
                                 

December 31, 2018:

                               

U.S. Treasuries

  $ 83,423     $       $ 83,423     $    

U.S. Government agencies

    17,247               17,247          

Mortgage-backed securities

    110,344               110,344          

States and political subdivisions

    11,096               11,096          

Total

  $ 222,110     $       $ 222,110     $    

 

Impaired loans, which are measured at fair value on a non-recurring basis, by level within the fair value hierarchy as of June 30, 2019 and December 31, 2018 are as follows (in thousands):

 

           

Fair Value Measurements Using

 
   

Total

   

Level 1

   

Level 2

   

Level 3

 

June 30, 2019

  $ 2,057     $       $       $ 2,057  

December 31, 2018

    3,311                       3,311  

 

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, 2019 and December 31, 2018 are as follows (in thousands):

 

           

Fair Value Measurements Using

 
   

Total

   

Level 1

   

Level 2

   

Level 3

 

June 30, 2019

  $ 9,012     $       $       $ 9,012  

December 31, 2018

    8,943                       8,943  

 

26

 

 

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

 

   

For the Six

   

For the Year

 
   

Months Ended

   

Ended

 
   

June 30, 2019

   

December 31, 2018

 

Balance, beginning of period

  $ 8,943     $ 8,232  

Loans transferred to ORE

    1,658       4,707  

Sales

    (1,147 )     (3,232 )

Writedowns

    (442 )     (764 )

Balance, end of period

  $ 9,012     $ 8,943  

 

The carrying value and estimated fair value of financial instruments, by level within the fair value hierarchy, at June 30, 2019 and December 31, 2018, are as follows (in thousands):

 

   

Carrying

   

Fair Value Measurements Using

         
   

Amount

   

Level 1

   

Level 2

   

Level 3

   

Total

 

June 30, 2019:

                                       

Financial Assets:

                                       

Cash and due from banks

  $ 34,054     $ 34,054     $       $       $ 34,054  

Available for sale securities

    218,082               218,082               218,082  

Held to maturity securities

    54,254               54,964               54,964  

Other investments

    2,699       2,699                       2,699  

Federal Home Loan Bank stock

    2,103               2,103               2,103  

Loans, net

    261,151                       254,365       254,365  

Other real estate

    9,012                       9,012       9,012  

Cash surrender value of life insurance

    19,123               19,123               19,123  

Financial Liabilities:

                                       

Deposits:

                                       

Non-interest bearing

    123,571       123,571                       123,571  

Interest bearing

    370,064                       370,458       370,458  

Borrowings from Federal Home Loan

                                       

Bank

    16,052               16,325               16,325  

 

27

 

 

   

Carrying

   

Fair value Measurements Using

         
   

Amount

   

Level 1

   

Level 2

   

Level 3

   

Total

 

December 31, 2018:

                                       

Financial Assets:

                                       

Cash and due from banks

  $ 17,191     $ 17,191     $       $       $ 17,191  

Available for sale securities

    222,110               222,110               222,110  

Held to maturity securities

    54,598               53,459               53,459  

Other investments

    2,811       2,811                       2,811  

Federal Home Loan Bank stock

    2,069               2,069               2,069  

Loans, net

    268,006                       260,560       260,560  

Other real estate

    8,943                       8,943       8,943  

Cash surrender value of life insurance

    18,841               18,841               18,841  

Financial Liabilities:

                                       

Deposits:

                                       

Non-interest bearing

    114,512       114,512                       114,512  

Interest bearing

    358,994                       359,386       359,386  

Borrowings from Federal Home Loan

                                       

Bank

    36,142               36,211               36,211  

 

 

10. Reclassifications:

Certain reclassifications have been made to prior year statements to conform to current year presentations. The reclassifications had no effect on prior year net income.

 

28

 

 

 

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. The Company 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 those portions of Mississippi, Louisiana and Alabama which are within a fifty mile radius of the Waveland, Wiggins and Gautier branches, the Bank’s three most outlying locations (the “trade area”).

 

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, 2018.

 

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 Financial Accounting Standards Board (“FASB”) has issued new accounting standards. The Notes to Unaudited Consolidated Financial Statements include disclosure of the standard which is applicable to the Company. The Company is in the process of determining the effect of ASU 2016-03, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which will be effective for the Company on January 1, 2020, on its financial position, results of operations or cash flows. Further disclosure relating to these efforts is included in Note 1.

 

29

 

 

Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“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 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.

 

Investments

Investments which are classified as available for sale are stated at fair value. A decline in the market value of an investment below cost that is deemed to be other-than-temporary is charged to earnings for the decline in value deemed to be credit related and a new cost basis in the security is established. The decline in value attributed to non-credit related factors is recognized in other comprehensive income. The determination of the fair value of securities may require Management to develop estimates and assumptions regarding the amount and timing of cash flows.

 

Allowance for loan losses

The Company’s allowance for loan losses (“ALL”) 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 the financial statements. 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 a five year average loss history which is updated on a quarterly basis and which may be adjusted by qualitative factors by loan type and a specific reserve analysis for those loans considered impaired under GAAP. 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.

 

30

 

 

Other Real Estate

Other real estate (“ORE”) includes real estate acquired through foreclosure. Each ORE property is carried at fair value, less estimated costs to sell. Fair value is principally based on appraisals performed by third-party valuation specialists. If Management determines that the fair value of a property has decreased subsequent to foreclosure, the Company records a write down which is included in non-interest expense.

 

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.

 

Income Taxes

GAAP requires the asset and liability approach for financial accounting and reporting for deferred income taxes. We use the asset and liability method of accounting for deferred income taxes and provide deferred income taxes for all significant income tax temporary differences. As part of the process of preparing our consolidated financial statements, the Company is required to estimate our income taxes in each of the jurisdictions in which we operate. This process involves estimating our actual current tax exposure together with assessing temporary differences resulting from differing treatment of items, such as the provision for the allowance for loan losses, for tax and financial reporting purposes. These differences result in deferred tax assets and liabilities that are included in our consolidated statement of condition. We must also assess the likelihood that our deferred tax assets will be recovered from future taxable income, and to the extent we believe that recovery is not likely, we must establish a valuation allowance. Significant management judgment is required in determining our provision for income taxes, our deferred tax assets and liabilities and any valuation allowance recorded against our net deferred tax assets. To the extent the Company establishes a valuation allowance or adjusts this allowance in a period, we must include an expense or benefit within the tax provision in the consolidated statement of income.

 

GAAP Reconciliation and Explanation

This Form 10-Q contains non-GAAP financial measures determined by methods other than in accordance with GAAP. Such non-GAAP financial measures include taxable equivalent interest income and taxable equivalent net interest income. Management uses these non-GAAP financial measures because it believes they are useful for evaluating our operations and performance over periods of time, as well as in managing and evaluating our business and in discussions about our operations and performance. Management believes these non-GAAP financial measures provide users of our financial information with a meaningful measure for assessing our financial results, as well as comparison to financial results for prior periods. These non-GAAP financial measures should not be considered as a substitute for operating results determined in accordance with GAAP and may not be comparable to other similarly titled financial measures used by other companies. A reconciliation of these operating performance measures to GAAP performance measures for the three months and six months ended June 30, 2019 and 2018 is included in the table on the following page.

 

31

 

 

RECONCILIATION OF NON-GAAP PERFORMANCE MEASURES (In thousands)

 

   

Three Months Ended June 30,

   

Six Months Ended June 30,

 
   

2019

   

2018

   

2019

   

2018

 
                                 

Interest income reconciliation:

                               

Interest income - taxable equivalent

  $ 5,285     $ 4,908     $ 10,844     $ 9,736  

Taxable equivalent adjustment

    (55 )     (66 )     (114 )     (129 )
                                 

Interest income (GAAP)

  $ 5,230     $ 4,842     $ 10,730     $ 9,607  
                                 

Net interest income reconciliation:

                               

Net interest income - taxable equivalent

  $ 4,395     $ 4,285     $ 9,074     $ 8,617  

Taxable equivalent adjustment

    (55 )     (66 )     (114 )     (129 )
                                 

Net interest income (GAAP)

  $ 4,340     $ 4,219     $ 8,960     $ 8,488  

 

 

OVERVIEW

 

The Company is a community bank serving the financial and trust needs of its customers in our trade area, which is defined as those portions of Mississippi, Louisiana and Alabama which are within a fifty mile radius of the Waveland, Wiggins and Gautier branches, the bank subsidiary’s three most outlying locations. Maintaining a strong core deposit base and providing commercial and real estate lending in our trade area are the traditional focuses of the 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.

 

The Company recorded a net loss of $328,000 for the second quarter of 2019 compared with net income of $63,000 for the second quarter of 2018 and earned net income of $77,000 for the first two quarters of 2019 compared with net income of $355,000 for the first two quarters of 2018. Results in 2019 included an increase in net interest income which was partially or entirely offset by a decrease in non-interest income and an increase in non-interest expense as compared with 2018.

 

Managing the net interest margin is a key component of the Company’s earnings strategy. Net interest income for the second quarter of 2019 as compared with the second quarter of 2018 increased $121,000 and net interest income for the two quarters ended June 30, 2019 as compared with the two quarters ended June 30, 2018, increased $472,000. The increase in both periods is attributed to the increase in total interest income, particularly interest and fees on loans and interest on mortgage-backed securities, exceeding the increase in total interest expense.

 

32

 

 

Monitoring asset quality, estimating potential losses in our loan portfolio and addressing non-performing loans continue to be emphasized during these difficult economic times, as the local economy continues to negatively impact collateral values and borrowers’ ability to repay their loans. The provision for the allowance for loan losses was $56,000 and $110,000 for the second quarter and first two quarters of 2019, respectively, compared with $28,000 and $63,000, respectively, for the second quarter and first two quarters of 2018. The Company is working diligently to address and reduce its non-performing assets. The Company’s nonaccrual loans totaled $10,143,000 and $8,250,000 at June 30, 2019 and December 31, 2018, respectively. Most of these loans are collateral-dependent, and the Company has rigorously evaluated the value of its collateral to determine potential losses.

 

Non-interest income decreased $35,000 and $131,000 for the second quarter and first two quarters of 2019, respectively, as compared with 2018 results primarily as a result of the decrease in Trust Department income and fees.

 

Non-interest expense increased $449,000 and $572,000 for the second quarter and first two quarters of 2019, respectively, as compared with 2018 results. This increase for the second quarter of 2019 was primarily the result of an increase in net occupancy expense of $92,000 and an increase in other expense of $241,000 as compared with 2018. This increase for the first two quarters of 2019 was the result of increase in net occupancy expenses of $126,000 and other expense of $360,000 as compared with 2018.

 

Total assets at June 30, 2019 increased $5,636,000 as compared with December 31, 2018. Available for sale securities decreased $4,028,000 as maturities and unrealized losses on these securities exceeded investments. Total loans decreased $7,249,000 as principal payments, maturities, charge-offs and foreclosures relating to existing loans outpaced new loans. Total deposits increased $20,129,000 at June 30, 2019 as compared with December 31, 2018 as customers in the casino industry and county and municipal entities reallocate their resources periodically. These fluctuations resulted in the decrease in borrowings from the Federal Home Loan Bank of $20,090,000 and the increased in cash and due from banks of $16,863,000.

 

 

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, 2019 as Compared with Quarter Ended June 30, 2018

The Company’s average interest-earning assets decreased approximately $20,560,000, or 4%, from approximately $576,208,000 for the second quarter of 2018 to approximately $555,648,000 for the second quarter of 2019. The Company’s average balance sheet decreased primarily as average loans decreased approximately $6,767,000 and average taxable available for sale securities decreased approximately $13,211,000. The Company’s average loans decreased as principal payments, maturities, charge-offs and foreclosures relating to existing loans outpaced new loans.

 

33

 

 

The average yield on earning assets increased by 39 basis points, from 3.41% for the second quarter of 2018 to 3.80% for the second quarter of 2019.   The yield on average loans increased from 4.73% for the second quarter of 2018 to 5.12% for the second quarter of 2019 primarily as a result of the effect of the increase in prime rate during 2018 on the Company’s floating rate loans. The yield on average taxable available for sale securities increased from 1.90% for the second quarter of 2018 to 2.29% for the second quarter of 2019 as the Company changed its investment strategy to improve yield while not compromising duration and credit risk.

 

Average interest-bearing liabilities decreased approximately $33,425,000, or 8%, from approximately $426,935,000 for the second quarter of 2018 to approximately $393,510,000 for the second quarter of 2019. Average savings and interest bearing DDA deposits decreased approximately $33,990,000, primarily as several large customers reallocated their funds to other institutions in the current year.

 

The average rate paid on interest-bearing liabilities for the second quarter of 2018 was .58% as compared with .90% for the second quarter of 2019.   This increase is primarily due to increased rates in 2018.

 

The Company’s net interest margin on a tax-equivalent basis, which is net interest income as a percentage of average earning assets, was 2.97% for the second quarter of 2018 as compared with 3.16% for the second quarter of 2019.

 

Six Months Ended June 30, 2019 as Compared with Six Months Ended June 30, 2018

The Company’s average interest-earning assets decreased approximately $18,581,000, or 3%, from approximately $580,577,000 for the first two quarters of 2018 to approximately $561,996,000 for the first two quarters of 2019. The Company’s average balance sheet decreased primarily as average loans decreased approximately $7,465,000 and average taxable available for sale securities decreased approximately $15,897,000 while average taxable held to maturity securities increased approximately $4,193,000 and average balances due from depository institutions increased approximately $5,505,000. The Company’s average loans decreased as principal payments, maturities, charge-offs and foreclosures relating to existing loans outpaced new loans. Average balances due from financial institutions increased and average taxable held to maturity increased as excess funds were invested to increase interest income. Average taxable available for sale securities decreased as average deposits decreased for the same time periods.

 

The average yield on earning assets increased from 3.35% for the first two quarters of 2018 to 3.86% for the first two quarters of 2019. The yield on average loans increased from 4.69% for the first two quarters of 2018 to 5.30% for the first two quarters of 2019 primarily as a result of the effect of the increase in prime rate during 2018 on the Company’s floating rate loans as well as the recovery of $135,000 in interest income on previously non-performing loans. The yield on average taxable available for sale securities increased from 1.83% for the first two quarters of 2018 to 2.30% for the first two quarters of 2019 as the Company changed its investment strategy to improve yield while not compromising duration and credit risk.

 

34

 

 

Average interest-bearing liabilities decreased approximately $25,707,000, or 6%, from approximately $428,226,000 for the first two quarters of 2018 to approximately $402,519,000 for the first two quarters of 2019. Average savings and interest bearing DDA balances decreased approximately $30,532,000 primarily as several large commercial customers reallocated their funds to other institutions.

 

The average rate paid on interest-bearing liabilities for the first two quarters of 2018 was .52% compared with .88% for the first two quarters of 2019. This increase is primarily due to the increased rates in 2018.

 

The Company’s net interest margin on a tax-equivalent basis, which is net interest income as a percentage of average earning assets, was 2.97% for the first two quarters of 2018 as compared with 3.23% for the first two quarters of 2019.

 

The tables on the following pages analyze the changes in tax-equivalent net interest income for the quarters and six months ended June 30, 2019 and 2018.

 

35

 

 

Analysis of Average Balances, Interest Earned/Paid and Yield

(In Thousands)

 

   

Quarter Ended June 30, 2019

   

Quarter Ended June 30, 2018

 
   

Average Balance

   

Interest Earned/Paid

 

Rate

   

Average Balance

   

Interest Earned/Paid

 

Rate

 

Loans (2)(3)

  $ 266,627     $ 3,415     5.12 %   $ 273,394     $ 3,230     4.73 %

Balances due from depository institutions

    13,092       104     3.18 %     11,718       61     2.08 %

HTM:

                                           

Taxable

    37,397       284     3.04 %     33,568       241     2.87 %

Non taxable (1)

    16,317       132     3.24 %     18,332       146     3.19 %

AFS:

                                           

Taxable

    210,460       1,206     2.29 %     223,671       1,062     1.90 %

Non taxable (1)

    9,665       115     4.76 %     13,635       161     4.72 %

Other

    2,090       29     5.55 %     1,890       7     1.48 %

Total

  $ 555,648     $ 5,285     3.80 %   $ 576,208     $ 4,908     3.41 %

Savings & interest- bearing DDA

  $ 289,567     $ 466     0.64 %   $ 323,557     $ 320     0.40 %

Time deposits

    90,075       344     1.53 %     85,986       216     1.00 %

Federal funds purchased

                          340       2     2.35 %

Borrowings from FHLB

    13,868       80     2.31 %     17,052       85     1.99 %

Total

  $ 393,510     $ 890     0.90 %   $ 426,935     $ 623     0.58 %

Net tax-equivalent spread

            2.90 %                   2.83 %

Net tax-equivalent margin on earning assets

    3.16 %                   2.97 %

 

(1) All interest earned is reported on a taxable equivalent basis using a tax rate of 21% in 2019 and 2018. See disclosure of Non-GAAP financial measures on pages 31 and 32.

(2) Loan fees of $76 and $35 for 2019 and 2018, respectively, are included in these figures.

(3) Average balance includes nonaccrual loans.

 

36

 

 

Analysis of Average Balances, Interest Earned/Paid and Yield

(In Thousands)

 

   

Six Months Ended June 30, 2019

   

Six Months Ended June 30, 2018

 
   

Average Balance

   

Interest Earned/Paid

 

Rate

   

Average Balance

   

Interest Earned/Paid

 

Rate

 

Loans (2)(3)

  $ 268,240     $ 7,104     5.30 %   $ 275,705     $ 6,463     4.69 %

Balances due from depository institutions

    16,767       191     2.28 %     11,262       99     1.76 %

HTM:

                                           

Taxable

    37,238       555     2.98 %     33,045       473     2.86 %

Non taxable (1)

    16,903       289     3.42 %     18,439       292     3.17 %

AFS:

                                           

Taxable

    210,390       2,417     2.30 %     226,287       2,073     1.83 %

Non taxable (1)

    10,375       248     4.78 %     13,966       326     4.67 %

Other

    2,083       40     3.84 %     1,873       10     1.07 %

Total

  $ 561,996     $ 10,844     3.86 %   $ 580,577     $ 9,736     3.35 %

Savings & interest- bearing DDA

  $ 301,767     $ 957     0.63 %   $ 332,299     $ 602     0.36 %

Time deposits

    88,530       655     1.48 %     84,953       405     0.95 %

Federal funds purchased

                          554       7     2.53 %

Borrowings from FHLB

    12,222       158     2.59 %     10,420       105     2.02 %

Total

  $ 402,519     $ 1,770     0.88 %   $ 428,226     $ 1,119     0.52 %

Net tax-equivalent spread

    2.98 %                   2.83 %

Net tax-equivalent margin on earning assets

    3.23 %                   2.97 %

 

(1) All interest earned is reported on a taxable equivalent basis using a tax rate of 21% in 2019 and 2018. See disclosure of Non-GAAP financial measures on pages 31 and 32.

(2) Loan fees of $149 and $157 for 2019 and 2018, respectively, are included in these figures.

(3) Average balance includes nonaccrual loans.

 

37

 

 

Analysis of Changes in Interest Income and Interest Expense

(In Thousands)

 

   

For the Quarter Ended

 
   

June 30, 2019 compared with June 30, 2018

 
   

Volume

   

Rate

   

Rate/Volume

   

Total

 

Interest earned on:

                               

Loans

  $ (80 )   $ 272     $ (7 )   $ 185  

Balances due from financial institutions

    7       32       4       43  

Held to maturity securities:

                               

Taxable

    27       14       2       43  

Non taxable

    (16 )     2               (14 )

Available for sale securities:

                               

Taxable

    (63 )     220       (13 )     144  

Non taxable

    (47 )     1               (46 )

Other

    1       19       2       22  

Total

  $ (171 )   $ 560     $ (12 )   $ 377  

Interest paid on:

                               

Savings & interest-bearing DDA

  $ (34 )   $ 201     $ (21 )   $ 146  

Time deposits

    10       113       5       128  

Federal funds purchased

    (1 )     (1 )             (2 )

Borrowings from FHLB

    (16 )     13       (2 )     (5 )

Total

  $ (41 )   $ 326     $ (18 )   $ 267  

 

38

 

 

Analysis of Changes in Interest Income and Interest Expense

(In Thousands)

 

   

For the Six Months Ended

 
   

June 30, 2019 compared with June 30, 2018

 
   

Volume

   

Rate

   

Rate/Volume

   

Total

 

Interest earned on:

                               

Loans

  $ (175 )   $ 839     $ (23 )   $ 641  

Balances due from financial institutions

    48       29       15       92  

Held to maturity securities:

                               

Taxable

    60       20       2       82  

Non taxable

    (24 )     23       (2 )     (3 )

Available for sale securities:

                               

Taxable

    (146 )     527       (37 )     344  

Non taxable

    (84 )     8       (2 )     (78 )

Other

    1       26       3       30  

Total

  $ (320 )   $ 1,472     $ (44 )   $ 1,108  

Interest paid on:

                               

Savings & interest-bearing DDA

  $ (55 )   $ 452     $ (42 )   $ 355  

Time deposits

    17       224       9       250  

Federal funds purchased

    (7 )                     (7 )

Borrowings from FHLB

    18       30       5       53  

Total

  $ (27 )   $ 706     $ (28 )   $ 651  

 

 

Provision for the Allowance 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 grading. The Company’s Loan Review and Special Assets Departments play key roles in monitoring the loan portfolio and managing problem loans. New loans and, on a periodic basis, existing loans are reviewed to evaluate compliance with the loan policy. Loan customers in concentrated industries such as gaming and hotel/motel, as well as the exposure for out of area; residential and land development; construction and commercial real estate loans, and their direct and indirect impact on its operations are evaluated on a monthly basis. Loan delinquencies and deposit overdrafts are closely monitored in order to identify developing problems as early as possible. Lenders experienced in workout scenarios consult with loan officers and customers to address non-performing loans. 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.

 

39

 

 

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 of declines in real estate values and actual losses incurred by the Company were key factors in our analysis. Much of the Company’s loan portfolio is collateral-dependent, requiring careful consideration of changes in the value of the collateral.

 

The Company’s analysis includes evaluating the current values of collateral securing all nonaccrual loans. Even though nonaccrual loans were $10,143,000 and $8,250,000 at June 30, 2019 and December 31, 2018, respectively, specific reserves of only $60,000 and $315,000, respectively, have been allocated to these loans as collateral values appear sufficient to cover loan losses or the loan balances have been charged down to their realizable value.

 

The Company’s on-going, systematic evaluation resulted in the Company recording a provision for the allowance for loan losses of $56,000 and $28,000 for the second quarters of 2019 and 2018, respectively, and $110,000 and $63,000 for the first two quarters of 2019 and 2018, respectively. The allowance for loan losses as a percentage of loans was 1.86% and 1.95% at June 30, 2019 and December 31, 2018, respectively. The Company believes that its allowance for loan losses is appropriate as of June 30, 2019.

 

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.

 

 

Non-interest income

 

Quarter Ended June 30, 2019 as Compared with Quarter Ended June 30, 2018

Non-interest income decreased $35,000 for the second quarter of 2019 as compared with the second quarter of 2018 primarily as a result of the $37,000 decrease in Trust department income and fees. This decrease is attributable to the decrease in account relationships in 2019.

 

Six Months Ended June 30, 2019 as Compared with Six Months Ended June 30, 2018

Non-interest income decreased $131,000 for the first two quarters of 2019 as compared with the first two quarters of 2018 primarily as a result of the $99,000 decrease in Trust department income and fees. This decrease is attributable to the decrease in account relationships in 2019.

 

40

 

 

Non-interest expense

 

Quarter Ended June 30, 2019 as Compared with Quarter Ended June 30, 2018

Total non-interest expense increased $449,000 for the second quarter of 2019 as compared with the second quarter of 2018. Salaries and employee benefits increased $52,000, net occupancy increased $92,000, ORE expense increased $76,000 and other expense increased $241,000 in 2019 as compared with 2018.

 

Salaries and employee benefits increased as a result of an increase in the liability for our retiree health plan.

 

Net occupancy expense increased as result of upgrades to telecommunications and increased liability insurance costs.

 

ORE expense increased due to the increase in write downs in the value of ORE.

 

Other expense increased a result of non-recurring expenses related to the settlement of a lawsuit of $201,000 as well as consulting fees for operations and strategic planning projects for $30,000.

 

Six Months Ended June 30, 2019 as Compared with Six Months Ended June 30, 2018

Total non-interest expense increased $572,000 for the first two quarters of 2019 as compared with the first two quarters of 2018. Net occupancy increased $126,000, equipment rentals, depreciation and maintenance increased $73,000 and other expense increased $360,000 in 2019 as compared with 2018.

 

Net occupancy expense increased as result of upgrades to telecommunications and increased liability insurance costs.

 

Equipment rentals, depreciation and maintenance increased as a result of purchases of depreciable assets, primarily technology-related, and an increase in service contracts related to technology services.

 

Other expense increased a result of non-recurring expenses related to the settlement of a lawsuit of $201,000 as well as consulting fees for operations and strategic planning projects for $60,000.

 

 

FINANCIAL CONDITION

  

Cash and due from banks increased $16,863,000 at June 30, 2019, compared with December 31, 2018 in the management of the bank subsidiary’s liquidity position.

 

41

 

 

Available for sale securities decreased $4,028,000 at June 30, 2019, as compared with December 31, 2018 as maturities and unrealized losses exceeded investment purchases.

 

Loans decreased $7,249,000 at June 30, 2019, as compared with December 31, 2018 as principal payments, maturities, charge-offs and foreclosures relating to existing loans outpaced new loans.

 

Total deposits increased $20,129,000 at June 30, 2019, as compared with December 31, 2018. 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.

 

Borrowings from the Federal Home Loan Bank decreased $20,090,000 at June 30, 2019 compared with December 31, 2018 as the Company utilized funds from increased deposits to reduce borrowings.

 

 

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.

 

As of June 30, 2019, 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 Common Equity Tier 1 Capital ratio of 6.50% or greater, a Tier 1 risk-based capital ratio of 8.00% or greater and a Leverage capital ratio of 5.00% or greater. As of January 1, 2019, the Company must have a capital conservation buffer above these requirements of 2.50%. There are no conditions or events since that notification that Management believes have changed the bank subsidiary’s category.

 

42

 

 

The Company’s actual capital amounts and ratios and required minimum capital amounts and ratios as of June 30, 2019 and December 31, 2018 are as follows (in thousands):

 

   

Actual

   

For Capital Adequacy Purposes

 
   

Amount

   

Ratio

   

Amount

   

Ratio

 

June 30, 2019:

                               

Total Capital (to Risk Weighted Assets)

  $ 95,595       25.58 %   $ 29,893       8.00 %

Common Equity Tier 1 Capital (to Risk Weighted Assets)

    90,921       24.33 %     16,815       4.50 %

Tier 1 Capital (to Risk Weighted Assets)

    90,921       24.33 %     22,420       6.00 %

Tier 1 Capital (to Average Assets)

    90,921       14.55 %     24,995       4.00 %
                                 

December 31, 2018:

                               

Total Capital (to Risk Weighted Assets)

  $ 95,627       25.30 %   $ 30,240       8.00 %

Common Equity Tier 1 Capital (to Risk Weighted Assets)

                               
      90,894       24.05 %     17,010       4.50 %

Tier 1 Capital (to Risk Weighted Assets)

    90,894       24.05 %     22,680       6.00 %

Tier 1 Capital (to Average Assets)

    90,894       14.35 %     25,344       4.00 %

 

The actual capital amounts and ratios and required minimum capital amounts and ratios for the Bank as of June 30, 2019 and December 31, 2018, are as follows (in thousands):

 

                   

For Capital Adequacy

                 
   

Actual

   

Purposes

   

To Be Well Capitalized

 
   

Amount

   

Ratio

   

Amount

   

Ratio

   

Amount

   

Ratio

 

June 30, 2019:

                                               

Total Capital (to Risk Weighted Assets)

  $ 92,631       25.19 %   $ 29,414       8.00 %   $ 36,768       10.00 %

Common Equity Tier 1 Capital (to Risk Weighted Assets)

    88,031       23.94 %     16,545       4.50 %     23,899       6.50 %

Tier 1 Capital (to Risk Weighted Assets)

    88,031       23.94 %     22,061       6.00 %     29,414       8.00 %

Tier 1 Capital (to Average Assets)

    88,031       14.10 %     24,973       4.00 %     31,216       5.00 %
                                                 

December 31, 2018:

                                               

Total Capital (to Risk Weighted Assets)

  $ 92,485       24.61 %   $ 30,062       8.00 %   $ 37,577       10.00 %

Common Equity Tier 1 Capital (to Risk Weighted Assets)

                                               
      87,780       23.36 %     16,910       4.50 %     24,425       6.50 %

Tier 1 Capital (to Risk Weighted Assets)

    87,780       23.36 %     22,546       6.00 %     30,062       8.00 %

Tier 1 Capital (to Average Assets)

    87,780       14.11 %     24,884       4.00 %     31,105       5.00 %

 

Management continues to emphasize the importance of maintaining the appropriate capital levels of the Company and has established the goal of 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 monthly basis in the management of its liquidity needs and also conducts periodic contingency testing on its liquidity plan.

 

43

 

 

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 2016, Management identified opportunities for improving information technology operations and security, risk management and earnings, addressing asset quality concerns, analyzing and assessing the Bank’s management and staffing needs, and managing concentrations of credit risk as a result of its own investigation as well as examinations performed by certain bank regulatory agencies. In concert with the regulators, the Company had identified specific corrective steps and actions to enhance its information technology operations and security, risk management, earnings, asset quality and staffing. 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, 2019, 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, 2019 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.

 

44

 

 

Item 5: Other Information

 

None.

 

 

 

 

 

 

 

 

 

 

 

 

 

Item 6 - Exhibits and Reports on Form 8-K

 

 

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, 2019, formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Statements of Condition at June 30, 2019 and December 31, 2018, (ii) Consolidated Statements of Operations for the quarters and six months ended June 30, 2019 and 2018, (iii) Consolidated Statements of Comprehensive Income (Loss) for the quarters and six months ended June 30, 2019 and 2018, (iv) Consolidated Statements of Changes in Shareholders’ Equity for the quarters ended March 31, 2018 and June 30, 2018 and March 31, 2019 and June 30, 2019, (v) Consolidated Statements of Cash Flows for the six months ended June 30, 2019 and 2018 and (vi) Notes to the Unaudited Consolidated Financial Statements for the six months ended June 30, 2019 and 2018.

 

45

 

 

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 13, 2019 

 

 

 

 

 

By:

 

   /s/ Chevis C. Swetman

 

   Chevis C. Swetman

Chairman, President and Chief Executive Officer

(principal executive officer)

 

 

 

Date:

 

          August 13, 2019 

 

 

 

 

 

By:

 

       /s/ Lauri A. Wood

 

    Lauri A. Wood

Chief Financial Officer and Controller

(principal financial and accounting officer)

  

46