Quarterly Report (10-q)

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

September 30, 2019

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

Part 1 – Financial Information

Item 1: Financial Statements

Peoples Financial Corporation and Subsidiaries

Consolidated Statements of Condition

(in thousands except share data)

	September 30, 2019		December 31, 2018
	(unaudited)		(audited)

Assets
Cash and due from banks	$	28,479	$	17,191

Available for sale securities		219,930		222,110

Held to maturity securities, fair value of $56,416 at September 30, 2019; $53,459 at December 31, 2018		55,262		54,598

Other investments		2,693		2,811

Federal Home Loan Bank Stock, at cost		2,103		2,069

Loans		264,815		273,346

Less: Allowance for loan losses		4,383		5,340

Loans, net		260,432		268,006

Bank premises and equipment, net of accumulated depreciation		17,820		18,879

Other real estate		7,606		8,943

Accrued interest receivable		2,227		1,956

Cash surrender value of life insurance		19,248		18,841

Other assets		1,689		1,382

Total assets	$	617,489	$	616,786

Peoples Financial Corporation and Subsidiaries

Consolidated Statements of Condition (continued)

(in thousands except share data)

	September 30, 2019		December 31, 2018
	(unaudited)		(audited)
Liabilities and Shareholders' Equity
Liabilities:

Deposits:

Demand, non-interest bearing	$	134,401	$	114,512

Savings and demand, interest bearing		283,170		278,772

Time, $100,000 or more		57,818		52,787

Other time deposits		26,057		27,435

Total deposits		501,446		473,506

Borrowings from Federal Home Loan Bank		1,041		36,142

Employee and director benefit plans liabilities		18,782		18,415

Other liabilities		1,893		1,789

Total liabilities		523,162		529,852

Shareholders' Equity:
Common stock, $1 par value, 15,000,000 shares authorized, 4,943,186 shares issued and outstanding at September 30, 2019 and December 31, 2018		4,943		4,943

Surplus		65,780		65,780

Undivided profits		20,827		20,324

Accumulated other comprehensive income (loss), net of tax		2,777		(4,113	)

Total shareholders' equity		94,327		86,934

Total liabilities and shareholders' equity	$	617,489	$	616,786

See notes to consolidated financial statements.

Peoples Financial Corporation and Subsidiaries

Consolidated Statements of Income

(in thousands except per share data)(unaudited)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018
Interest income:
Interest and fees on loans	$	3,362	$	3,335	$	10,466	$	9,798

Interest and dividends on securities:

U.S. Treasuries		283		343		872		1,090

U.S. Government agencies		118		114		360		350

Mortgage-backed securities		801		662		2,419		1,835

States and political subdivisions		425		438		1,321		1,317

Collateralized mortgage obligations		50				100

Other investments		4		10		44		20

Interest on balances due from depository institutions		98		80		289		179

Total interest income		5,141		4,982		15,871		14,589

Interest expense:
Deposits		770		682		2,382		1,689

Federal funds purchased				1				8

Borrowings from Federal Home Loan Bank		42		26		200		131

Total interest expense		812		709		2,582		1,828

Net interest income		4,329		4,273		13,289		12,761

Provision for allowance for loan losses		59		28		169		91

Net interest income after provision for allowance for loan losses	$	4,270	$	4,245	$	13,120	$	12,670

Peoples Financial Corporation and Subsidiaries

Consolidated Statements of Income (continued)

(in thousands except per share data)(unaudited)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018
Non-interest income:
Trust department income and fees	$	439	$	475	$	1,225	$	1,360

Service charges on deposit accounts		971		941		2,771		2,771

Gain on liquidation, sales and calls of securities		61				61

Increase in cash surrender value of life insurance		110		109		326		349

Other income		142		123		405		364

Total non-interest income		1,723		1,648		4,788		4,844
Non-interest expense:
Salaries and employee benefits		2,758		2,706		8,269		8,260

Net occupancy		530		559		1,546		1,449

Equipment rentals, depreciation and maintenance		790		753		2,462		2,352

FDIC and state banking assessments		104		111		294		322

Data processing		343		359		1,000		1,016

ATM expense		181		167		511		439

Other real estate expense		148		174		638		658

Loss from other investments		6		115		118		214

Other expense		657		777		2,517		2,277

Total non-interest expense		5,517		5,721		17,355		16,987

Income before income taxes		476		172		553		527

Income tax

Net income	$	476	$	172	$	553	$	527

Basic and diluted earnings per share	$	.09	$	.03	$	.11	$	.10
Dividends declared per share	$		$	.01	$	.01	$	.02

See notes to consolidated financial statements.

Peoples Financial Corporation and Subsidiaries

Consolidated Statements of Comprehensive Income (Loss)

(in thousands)(unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018

Net income	$	476		$	172		$	553		$	527

Other comprehensive income (loss):

Net unrealized gain (loss) on available for sale securities		1,043			(898	)		6,951			(3,983	)

Reclassification adjustment for realized gain on available for sale securities called or sold		(61	)					(61	)

Total other comprehensive income (loss)		982			(898	)		6,890			(3,983	)

Total comprehensive income (loss)	$	1,458		$	(726	)	$	7,443		$	(3,456	)

See notes to consolidated financial statements.

Peoples Financial Corporation and Subsidiaries

Consolidated Statement 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
Net income										172						172
Other comprehensive loss													(898	)		(898	)
Dividends ($ .01 per share)										(50	)					(50	)
Retirement of stock		(24,533	)	$	(25	)				(317	)					(342	)

Balance, September 30, 2018		5,013,186		$	5,013		$	65,780	$	21,085		$	(6,910	)	$	84,968

Balance, January 1, 2019		4,943,186		$	4,943		$	65,780	$	20,324		$	(4,113	)	$	86,934
Net income										405						405
Other comprehensive income													3,346			3,346

Balance, March 31, 2019		4,943,186			4,943			65,780		20,729			(767	)		90,685
Net loss										(328	)					(328	)
Other comprehensive income													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
Net income										476						476
Other comprehensive income													982			982

Balance, September 30, 2019		4,943,186		$	4,943		$	65,780	$	20,827		$	2,777		$	94,327

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

See notes to consolidated financial statements.

Peoples Financial Corporation and Subsidiaries

Consolidated Statements of Cash Flows

(in thousands)(unaudited)

	Nine Months Ended September 30,
	2019			2018
Cash flows from operating activities:
Net income	$	553		$	527

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

Depreciation		1,426			1,462

Provision for allowance for loan losses		169			91

Writedown of other real estate		442			320

Gain on sales of other real estate		(387	)

Loss from other investments		118			214

Amortization of held to maturity securities		200			192

Amortization of available for sale securities		136			249

Gain on sales and calls of securities		(61	)

Change in accrued interest receivable		(271	)		(348	)

Increase in cash surrender value of life insurance		(326	)		(349	)

Change in other assets		(307	)		(126	)

Change in employee and director benefit plan liabilities and other liabilities		471			271
Net cash provided by operating activities	$	2,163		$	2,503

Peoples Financial Corporation and Subsidiaries

Consolidated Statements of Cash Flows (continued)

(in thousands) (unaudited)

	Nine Months Ended September 30,
	2019			2018

Cash flows from investing activities:
Proceeds from maturities, sales and calls of available for sale securities	$	42,626		$	46,506

Proceeds from maturities of held to maturity securities		1,740			760

Purchases of available for sale securities		(33,631	)		(26,486	)

Purchases of held to maturity securities		(2,604	)		(2,155	)

Purchases of Federal Home Loan Bank stock		(34	)		(76	)

Proceeds from sales of other real estate		2,940			1,972

Loans, net change		5,747			1,697

Acquisition of bank premises and equipment		(367	)		(640	)

Investment in cash surrender value of life insurance		(81	)		(65	)

Net cash provided by investing activities		16,336			21,513

Cash flows from financing activities:
Demand and savings deposits, net change		24,287			(22,435	)

Time deposits, net change		3,653			(2,342	)

Borrowings from Federal Home Loan Bank		739,157			851,800

Repayments to Federal Home Loan Bank		(774,258	)		(853,842	)

Cash dividends paid		(50	)		(51	)

Stock repurchase					(974	)
Net cash used in financing activities		(7,211	)		(27,844	)
Net increase (decrease) in cash and cash equivalents		11,288			(3,828	)
Cash and cash equivalents, beginning of period		17,191			25,281
Cash and cash equivalents, end of period	$	28,479		$	21,453

See notes to consolidated financial statements.

PEOPLES FINANCIAL CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

For the Nine Months Ended September 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 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 September 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 nine months ended September 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.

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. As issued, ASU 2016-13 was to be effective for the Company for interim and annual periods beginning after December 15, 2019 and the Company intended 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 October, FASB voted to delay the effective date of ASU 2016-13 for certain entities until January 1, 2023, which will apply to the Company. An ASU is expected to be issued in November to codify this action.

2. Earnings Per Share:

Per share data is based on the weighted average shares of common stock outstanding of 4,943,186 and 5,051,306 for the nine months ended September 30, 2019 and 2018, respectively. Per share data is based on the weighted average shares of common stock outstanding of 4,943,186 and 5,020,021 for the quarters ended September 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 $2,565,020 and $1,816,998 for the nine months ended September 30, 2019 and 2018, respectively, for interest on deposits and borrowings. No income tax payments were made during the nine months ended September 30, 2019 and 2018. Loans transferred to other real estate amounted to $1,658,274 and $3,952,191 during the nine months ended September 30, 2019 and 2018, respectively.

4. Investments:

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

			Gross		Gross
			Unrealized		Unrealized
September 30, 2019	Amortized Cost		Gains		Losses			Fair Value

Available for sale securities:

Debt securities:

U.S. Treasuries	$	70,898	$	59	$	(312	)	$	70,645

U.S. Government agencies		12,493		126					12,619

Mortgage-backed securities		111,121		2,144		(19	)		113,246

Collateralized mortgage obligations		15,452		309		(100	)		15,661

States and political subdivisions		7,711		48					7,759


Total available for sale securities	$	217,675	$	2,686	$	(431	)	$	219,930

Held to maturity securities:

U.S. Government agencies	$	8,185	$		$	(32	)	$	8,153

States and political subdivisions		47,077		1,212		(26	)		48,263

Total held to maturity securities	$	55,262	$	1,212	$	(58	)	$	56,416

			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 September 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.

	Amortized Cost		Fair Value
Available for sale securities:
Due in one year or less	$	32,815	$	32,769
Due after one year through five years		50,377		50,207
Due after five years through ten years		20,528		20,751
Due after ten years		2,834		2,957
Mortgage-backed securities		111,121		113,246
Totals	$	217,675	$	219,930

Held to maturity securities:
Due in one year or less	$	2,714	$	2,721
Due after one year through five years		18,451		18,633
Due after five years through ten years		20,479		20,819
Due after ten years		13,618		14,243
Totals	$	55,262	$	56,416

Available for sale and held to maturity securities with gross unrealized losses at September 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
September 30, 2019:	Fair Value		Losses		Fair Value		Losses		Fair Value		Losses

U.S. Treasuries	$		$		$	54,668	$	312	$	54,668	$	312

U.S. Government agencies		3,171		14		4,982		18		8,153		32

Mortgage-backed securities		3,031		15		2,653		4		5,684		19

Collaterized mortgage obligations		10,519		100						10,519		100

States and political subdivisions		1,776		22		610		4		2,386		26

TOTAL	$	18,497	$	151	$	62,913	$	338	$	81,410	$	489

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 September 30, 2019, 11 of 15 securities issued by the U.S. Treasury, 2 of the 5 securities issued by U.S. Government agencies, 3 of the 47 mortgage-backed securities, 2 of the 3 collateralized mortgage obligations and 16 of the 136 securities issued by states and political subdivisions, 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.

Proceeds from sales and calls of available for sale securities were $5,051,884 during the nine months ended September 30, 2019. Available for sale debt securities were sold or called for a realized gain of $61,103 for the nine months ended September 30, 2019. There were no sales or calls of securities in 2018.

Securities with a fair value of $254,617,712 and $206,017,056 at September 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 September 30, 2019 and December 31, 2018, is as follows (in thousands):

	September 30, 2019		December 31, 2018

Gaming	$	18,262	$	25,767

Hotel/motel		47,587		44,112

Real estate, construction		24,033		31,597

Real estate, mortgage		142,820		137,437

Commercial and industrial		25,684		27,505

Other		6,429		6,928

Total	$	264,815	$	273,346

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

													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
September 30, 2019:
Gaming	$		$		$		$		$	18,262	$	18,262	$
Hotel/motel										47,587		47,587
Real estate, construction		458		15		35		508		23,525		24,033
Real estate, mortgage		2,503		215		5,704		8,422		134,398		142,820
Commercial and industrial		93		200		189		482		25,202		25,684
Other		75				4		79		6,350		6,429

Total	$	3,129	$	430	$	5,932	$	9,491	$	255,324	$	264,815	$
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.

An analysis of the loan portfolio by loan grade, segregated by class of loans, as of September 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
September 30, 2019:
Gaming	$	18,262	$		$		$		$	$	18,262

Hotel/motel		47,587									47,587

Real estate, construction		23,270				196		567			24,033

Real estate, mortgage		114,193		14,625		5,207		8,795			142,820

Commercial and industrial		16,599		8,627		147		311			25,684

Other		6,411				11		7			6,429


Total	$	226,322	$	23,252	$	5,561	$	9,680	$	$	264,815

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

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 September 30, 2019 and December 31, 2018, are as follows (in thousands):

	September 30, 2019		December 31, 2018

Real estate, construction	$	567	$	1,439

Real estate, mortgage		8,670		4,954

Commercial and industrial		231		1,855

Other		5		2

Total	$	9,473	$	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 $63,000 and $69,000 were allocated to troubled debt restructurings as of September 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 September 30, 2019 and December 31, 2018.

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

	Unpaid Principal Balance		Recorded Investment		Related Allowance		Average Recorded Investment		Interest Income Recognized
September 30, 2019:
With no related allowance recorded:
Real estate, construction	$	336	$	336	$		$	355	$
Real estate, mortgage		9,024		9,024				9,149		23
Commercial and industrial		227		189				193
Other		1		1				1

Total		9,588		9,550				9,698		23

With a related allowance recorded:
Real estate, construction		231		231		20		231
Real estate, mortgage		699		699		115		673		21
Commercial and industrial		42		42		4		42
Other		4		4		3		1
Total		976		976		142		947		21

Total by class of loans:
Real estate, construction		567		567		20		586
Real estate, mortgage		9,723		9,723		115		9,822		44
Commercial and industrial		269		231		4		235
Other		5		5		3		2

Total	$	10,564	$	10,526	$	142	$	10,645	$	44

	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

6. Allowance for Loan Losses:

Transactions in the allowance for loan losses for the quarters and nine months ended September 30, 2019 and 2018, and the balances of loans, individually and collectively evaluated for impairment, as of September 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 Nine Months Ended September 30, 2019:
Allowance for Loan Losses:
Beginning balance	$	416		$	1,443		$	429		$	2,443		$	476		$	133		$	5,340
Charge-offs								(403	)		(46	)		(591	)		(208	)		(1,248	)
Recoveries								6			2			24			90			122
Provision		(200	)		127			33			(392	)		524			77			169
Ending Balance	$	216		$	1,570		$	65		$	2,007		$	433		$	92		$	4,383

For the Quarter Ended September 30, 2019:
Allowance for Loan Losses:
Beginning Balance	$	289		$	1,666		$	221		$	2,224		$	440		$	106		$	4,946
Charge-offs														(591	)		(69	)		(660	)
Recoveries								4						3			31			38
Provision		(73	)		(96	)		(160	)		(217	)		581			24			59
Ending Balance	$	216		$	1,570		$	65		$	2,007		$	433		$	92		$	4,383

Allowance for Loan Losses, September 30, 2019:
Ending balance: individually evaluated for impairment	$			$			$	20		$	187		$	67		$	7		$	281
Ending balance: collectively evaluated for impairment	$	216		$	1,570		$	45		$	1,820		$	366		$	85		$	4,102

Total Loans, September 30, 2019:
Ending balance: individually evaluated for impairment	$			$			$	763		$	14,002		$	458		$	18		$	15,241
Ending balance: collectively evaluated for impairment	$	18,262		$	47,587		$	23,270		$	128,818		$	25,226		$	6,411		$	249,574

	Gaming			Hotel/Motel		Real Estate, Construction			Real Estate, Mortgage			Commercial and Industrial			Other			Total
For the Nine Months Ended September 30, 2018:
Allowance for Loan Losses:
Beginning balance	$	536		$	936	$	242		$	3,369		$	892		$	178		$	6,153
Charge-offs										(681	)		(372	)		(251	)		(1,304	)
Recoveries							16			188			112			135			451
Provision		(129	)		518		(14	)		(158	)		(218	)		92			91
Ending Balance	$	407		$	1,454	$	244		$	2,718		$	414		$	154		$	5,391

For the Quarter Ended September 30, 2018:
Allowance for Loan Losses:
Beginning Balance	$	453		$	1,355	$	199		$	2,840		$	503		$	158		$	5,508
Charge-offs										(252	)		(3	)		(95	)		(350	)
Recoveries							15			70			67			53			205
Provision		(46	)		99		30			60			(153	)		38			28
Ending Balance	$	407		$	1,454	$	244		$	2,718		$	414		$	154		$	5,391

Allowance for Loan Losses, September 30, 2018:
Ending balance: individually evaluated for impairment	$			$		$	118		$	426		$	124		$	1		$	669
Ending balance: collectively evaluated for impairment	$	407		$	1,454	$	126		$	2,292		$	290		$	153		$	4,722

Total Loans, September 30, 2018:
Ending balance: individually evaluated for impairment	$	4,889		$		$	1,681		$	19,504		$	2,282		$	10		$	28,366
Ending balance: collectively evaluated for impairment	$	20,271		$	43,505	$	30,655		$	122,897		$	20,657		$	7,596		$	245,581

7. Deposits:

Time deposits of $250,000 or more totaled approximately $39,805,000 and $32,137,000 at September 30, 2019 and December 31, 2018, respectively.

8. Shareholders’ Equity:

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

On November 8, 2019, the Board of Directors approved a dividend of $ .02 per share, which is payable on November 25, 2019, to shareholders of record as of November 20, 2019.

On November 8, 2019, the Board of Directors approved the repurchase of 65,000 of the outstanding shares of the Company's stock.

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.

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.

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.

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 September 30, 2019 and December 31, 2018 are as follows (in thousands):

			Fair Value Measurements Using
	Total		Level 1	Level 2		Level 3
September 30, 2019:
U.S. Treasuries	$	70,645	$	$	70,645	$
U.S. Government agencies		12,619			12,619
Mortgage-backed securities		113,246			113,246
Collateralized mortgage obligations		15,661			15,661
States and political subdivisions		7,759			7,759
Total	$	219,930	$	$	219,930	$

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 September 30, 2019 and December 31, 2018 are as follows (in thousands):

			Fair Value Measurements Using
	Total		Level 1	Level 2	Level 3
September 30, 2019	$	1,147	$	$	$	1,147
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 September 30, 2019 and December 31, 2018 are as follows (in thousands):

			Fair Value Measurements Using
	Total		Level 1	Level 2	Level 3
September 30, 2019	$	7,606	$	$	$	7,606
December 31, 2018		8,943				8,943

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 Nine			For the Year
	Months Ended			Ended
	September 30, 2019			December 31, 2018
Balance, beginning of period	$	8,943		$	8,232

Loans transferred to ORE		1,658			4,707

Sales		(2,553	)		(3,232	)

Writedowns		(442	)		(764	)

Balance, end of period	$	7,606		$	8,943

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

	Carrying		Fair Value Measurements Using
	Amount		Level 1		Level 2		Level 3		Total
September 30, 2019:
Financial Assets:
Cash and due from banks	$	28,479	$	28,479	$		$		$	28,479
Available for sale securities		219,930				219,930				219,930
Held to maturity securities		55,262				56,416				56,416
Other investments		2,693		2,693						2,693
Federal Home Loan Bank stock		2,103				2,103				2,103
Loans, net		260,432						256,154		256,154
Other real estate		7,606						7,606		7,606
Cash surrender value of life insurance		19,248				19,248				19,248
Financial Liabilities:
Deposits:
Non-interest bearing		134,401		134,401						134,401
Interest bearing		367,045						367,600		367,600
Borrowings from Federal Home Loan
Bank		1,041				1,329				1,329

	Carrying		Fair value Measuremeents 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.

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 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”) issued several 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 Accounting Standards Update 2016-03, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments on its financial position, results of operations or cash flows. Further disclosure relating to these efforts is included in Note 1.

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.

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 nine months ended September 30, 2019 and 2018 is included on the following page.

RECONCILIATION OF NON-GAAP PERFORMANCE MEASURES (In thousands)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018

Interest income reconciliation:
Interest income - taxable equivalent	$	5,182		$	5,044		$	16,026		$	14,780
Taxable equivalent adjustment		(41	)		(62	)		(155	)		(191	)

Interest income (GAAP)	$	5,141		$	4,982		$	15,871		$	14,589

Net interest income reconciliation:
Net interest income - taxable equivalent	$	4,370		$	4,335		$	13,444		$	12,952
Taxable equivalent adjustment		(41	)		(62	)		(155	)		(191	)

Net interest income (GAAP)	$	4,329		$	4,273		$	13,289		$	12,761

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 earned net income of $476,000 for the third quarter of 2019 compared with net income of $172,000 for the third quarter of 2018 and earned net income of $553,000 for the first three quarters of 2019 compared with net income of $527,000 for the first three quarters of 2018. Results for the third quarter of 2019 included a gain from the sale of securities and a decrease in total non-interest expense as compared with the third quarter of 2018. Results for the three quarters ended September 30, 2019 included an increase in net interest income and a decrease in non-interest income which were partially offset by an increase in total 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 third quarter of 2019 as compared with the third quarter of 2018 increased $56,000 and net interest income for the three quarters ended September 30, 2019 as compared with the three quarters ended September 30, 2018, increased $528,000. The increase for the third quarter of 2019 as compared with the third quarter of 2018, as well as the increase for the three quarters ended September 30, 2019 as compared with the three quarters ended September 30, 2018, is attributed to the increase in interest and fees on loans and income from investment securities.

Monitoring asset quality, estimating potential losses in our loan portfolio and addressing non-performing loans continue to be emphasized. The provision for the allowance for loan losses was $59,000 and $169,000 for the third quarter and first three quarters of 2019, respectively, compared with $28,000 and $91,000, respectively, for the third quarter and first three quarters of 2018. The Company continues to work diligently to reduce its non-performing assets. The Company’s nonaccrual loans totaled $9,473,000 and $8,250,000 at September 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 increased $75,000 and decreased $56,000 for the third quarter and first three quarters of 2019, respectively, as compared with the third quarter and first three quarters of 2018. Results in the third quarter of 2019 included a gain from the sale of securities of $61,000. Results in the first three quarters of 2019 included a decrease in Trust Department income and fees of $135,000.

Non-interest expense decreased $204,000 and increased $368,000 for the third quarter and first three quarters of 2019, respectively, as compared with 2018 results. This decrease for the third quarter of 2019 was the result of improvement in operations from other investments of $109,000 and a decrease in other non-interest expense of $120,000 as compared with 2018. The increase for the first three quarters of 2019 was the result of increases in net occupancy expenses of $97,000, equipment rentals, depreciation and maintenance of $110,000 and other expense of $240,000, which were partially offset by the improvement in operations from other investments of $96,000 as compared with 2018.

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

The Company’s average interest-earning assets decreased approximately $14,541,000, or 3%, from approximately $567,012,000 for the third quarter of 2018 to approximately $552,471,000 for the third quarter of 2019. The Company’s average balance sheet decreased primarily as average loans decreased approximately $7,213,000 and average taxable available for sale securities decreased approximately $5,014,000. The Company’s average loans decreased as principal payments, maturities, charge-offs and foreclosures relating to existing loans outpaced new loans. Average available for sale securities decreased as maturities funded the decrease in average savings and interest bearing DDA deposits.

The average yield on earning assets increased by 19 basis points, from 3.56% for the third quarter of 2018 to 3.75% for the third quarter of 2019. The yield on average loans increased from 4.93% for the third quarter of 2018 to 5.10% for the third quarter of 2019 primarily as a result 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 2.02% for the third quarter of 2018 to 2.31% for the third 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 $19,063,000, or 5%, from approximately $402,826,000 for the third quarter of 2018 to approximately $383,763,000 for the third quarter of 2019. Average savings and interest bearing DDA deposits decreased approximately $20,495,000 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 third quarter of 2018 was .70% as compared with .85% for the third 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 3.06% for the third quarter of 2018 as compared with 3.16% for the third quarter of 2019.

Nine Months Ended September 30, 2019 as Compared with Nine Months Ended September 30, 2018

The Company’s average interest-earning assets decreased approximately $19,513,000, or 3%, from approximately $578,286,000 for the first three quarters of 2018 to approximately $558,773,000 for the first three quarters of 2019. The Company’s average balance sheet decreased primarily as average loans decreased approximately $7,380,000 and average taxable available for sale securities decreased approximately $12,229,000. The Company’s average loans decreased as principal payments, maturities, charge-offs and foreclosures relating to existing loans outpaced new loans. Average available for sale securities decreased as maturities funded the decrease in average savings and interest bearing DDA deposits.

The average yield on earning assets increased from 3.41% for the first three quarters of 2018 to 3.81% for the first three quarters of 2019. The yield on average loans increased from 4.77% for the first three quarters of 2018 to 5.23% for the first three 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. The yield on average taxable available for sale securities increased from 1.89% for the first three quarters of 2018 to 2.30% for the first three quarters 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 $23,710,000, or 6%, from approximately $419,911,000 for the first three quarters of 2018 to approximately $396,201,000 for the first three quarters of 2019. Average savings and interest bearing DDA balances decreased approximately $27,391,000 primarily as several large commercial customers reallocated their funds to other institutions in the current year.

The average rate paid on interest-bearing liabilities for the first three quarters of 2018 was .58% compared with .87% for the first three 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 2.99% for the first three quarters of 2018 as compared with 3.20% for the first three quarters of 2019.

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

Analysis of Average Balances, Interest Earned/Paid and Yield

(In Thousands)

	Quarter Ended September 30, 2019							Quarter Ended September 30, 2018
	Average Balance		Interest Earned/Paid		Rate			Average Balance		Interest Earned/Paid		Rate
Loans (2)(3)	$	263,533	$	3,362		5.10	%	$	270,746	$	3,335		4.93	%

Balances due from depository institutions		15,462		98		2.54	%		14,823		80		2.16	%

HTM:
Taxable		38,168		290		3.04	%		34,535		249		2.88	%
Non taxable (1)		16,132		130		3.22	%		18,104		145		3.20	%

AFS:
Taxable		209,152		1,207		2.31	%		214,166		1,079		2.02	%
Non taxable (1)		7,921		91		4.60	%		12,741		146		4.58	%
Other		2,103		4		0.76	%		1,897		10		2.11	%

Total	$	552,471	$	5,182		3.75	%	$	567,012	$	5,044		3.56	%
Savings & interest- bearing DDA	$	291,701	$	410		0.56	%	$	312,196	$	443		0.57	%

Time deposits		85,623		360		1.68	%		86,346		239		1.11	%

Federal funds purchased									92		1		4.35	%

Borrowings from FHLB		6,439		42		2.61	%		4,192		26		2.48	%

Total	$	383,763	$	812		0.85	%	$	402,826	$	709		0.70	%

Net tax-equivalent spread						2.90	%						2.86	%

Net tax-equivalent margin on earning assets						3.16	%						3.06	%

(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 $78 and $75 for 2019 and 2018, respectively, are included in these figures.

(3) Average balance includes nonaccrual loans.

Analysis of Average Balances, Interest Earned/Paid and Yield

(In Thousands)

	Nine Months Ended September 30, 2019							Nine Months Ended September 30, 2018
	Average Balance		Interest Earned/Paid		Rate			Average Balance		Interest Earned/Paid		Rate
Loans (2)(3)	$	266,654	$	10,466		5.23	%	$	274,034	$	9,798		4.77	%

Balances due from depository institutions		16,313		289		2.36	%		14,742		179		1.62	%

HTM:
Taxable		37,552		845		3.00	%		33,547		722		2.87	%
Non taxable (1)		16,643		419		3.36	%		18,326		437		3.18	%

AFS:
Taxable		209,973		3,624		2.30	%		222,202		3,152		1.89	%
Non taxable (1)		9,548		339		4.73	%		13,554		472		4.64	%
Other		2,090		44		2.81	%		1,881		20		1.42	%

Total	$	558,773	$	16,026		3.82	%	$	578,286	$	14,780		3.41	%
Savings & interest- bearing DDA	$	298,378	$	1,367		0.61	%	$	325,769	$	1,045		0.43	%

Time deposits		87,550		1,015		1.55	%		85,423		644		1.01	%

Federal funds purchased									398		8		2.68	%

Borrowings from FHLB		10,273		200		2.60	%		8,321		131		2.10	%

Total	$	396,201	$	2,582		0.87	%	$	419,911	$	1,828		0.58	%

Net tax-equivalent spread						2.95	%						2.83	%

Net tax-equivalent margin on earning assets						3.20	%						2.99	%

(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 $227 and $232 for 2019 and 2018, respectively, are included in these figures.

(3) Average balance includes nonaccrual loans.

Analysis of Changes in Interest Income and Interest Expense

(In Thousands)

	For the Quarter Ended
	September 30, 2019 compared with September 30, 2018
	Volume			Rate			Rate/Volume			Total
Interest earned on:

Loans	$	(89	)	$	119		$	(3	)	$	27

Balances due from financial institutions		3			14			1			18

Held to maturity securities:
Taxable		26			14			1			41
Non taxable		(16	)		1						(15	)

Available for sale securities:
Taxable		(25	)		157			(4	)		128
Non taxable		(55	)								(55	)
Other		1			(6	)		(1	)		(6	)

Total	$	(155	)	$	299		$	(6	)	$	138

Interest paid on:

Savings & interest-bearing DDA	$	(29	)	$	(4	)	$			$	(33	)

Time deposits		(2	)		124			(1	)		121

Federal funds purchased		(1	)								(1	)

Borrowings from FHLB		14			1			1			16

Total	$	(18	)	$	121		$	-		$	103

Analysis of Changes in Interest Income and Interest Expense

(In Thousands)

	For the Nine Months Ended
	September 30, 2019 compared with September 30, 2018
	Volume			Rate			Rate/Volume			Total
Interest earned on:

Loans	$	(264	)	$	958		$	(26	)	$	668

Balances due from financial institutions		19			82			9			110

Held to maturity securities:
Taxable		86			33			4			123
Non taxable		8			(25	)		(1	)		(18	)

Available for sale securities:
Taxable		(173	)		683			(38	)		472
Non taxable		(140	)		9			(2	)		(133	)
Other		2			20			2			24

Total	$	(462	)	$	1,760		$	(52	)	$	1,246

Interest paid on:

Savings & interest-bearing DDA	$	(88	)	$	447		$	(37	)	$	322

Time deposits		16			346			9			371

Federal funds purchased		(7	)		(2	)		1			(8	)

Borrowings from FHLB		31			31			7			69

Total	$	(48	)	$	822		$	(20	)	$	754

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.

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 the continuing decline 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 $9,473,000 and $8,250,000 at September 30, 2019 and December 31, 2018, respectively, specific reserves of only $79,000 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 $59,000 and $28,000 for the third quarters of 2019 and 2018, respectively, and $169,000 and $91,000 for the first three quarters of 2019 and 2018, respectively. The allowance for loan losses as a percentage of loans was 1.66% and 1.95% at September 30, 2019 and December 31, 2018, respectively. The Company believes that its allowance for loan losses is appropriate as of September 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 September 30, 2019 as Compared with Quarter Ended September 30, 2018

Non-interest income increased $75,000 for the third quarter of 2019 as compared with the third quarter of 2018. Results in the third quarter of 2019 included a gain from the sale of securities of $61,000 and an increase in service charges on deposit accounts of $30,000 as the Company adjusted some its transaction fees to market rates. This increase was partially offset by Trust Department income and fees, which decreased $36,000 due to the decrease in account relationships in 2019.

Nine Months Ended September 30, 2019 as Compared with Nine Months Ended September 30, 2018

Non-interest income decreased $56,000 for the first three quarters of 2019 as compared with the first three quarters of 2018. Results in 2019 included a decrease in Trust Department income and fees, which decreased $135,000 due to the decrease in account relationships. This decrease was partially offset by the gain from the sale of securities of $61,000.

Non-interest expense

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

Total non-interest expense decreased $204,000 for the third quarter of 2019 as compared with the third quarter of 2018. In 2019, net occupancy decreased $29,000, other real estate expenses decreased $26,000, the loss from other investments decreased $109,000 and other expense decreased $120,000 while salaries and employee benefits increased $52,000 and equipment rentals, depreciation and maintenance increased $37,000, 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 decreased as result of adjustments to insurance costs.

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

ORE expense decreased as writedowns in the value of ORE and the repair costs associated with recent foreclosures were less in 2019.

The loss from other investments decreased as operations of an investment in a low-income housing partnership improved as a result of increased occupancy.

Other expenses decreased as advertising and consulting fees decreased largely due to the time in which the services were performed.

Nine Months Ended September 30, 2019 as Compared with Nine Months Ended September 30, 2018

Total non-interest expense increased $368,000 for the first three quarters of 2019 as compared with the first three quarters of 2018. In 2019, net occupancy increased $97,000, equipment rentals, depreciation and maintenance increased $110,000 and other expense increased $240,000 while the loss from other investments decreased $96,000, as compared with 2018.

Net occupancy expense increased as result of adjustments to insurance costs.

The loss from other investments decreased as operations of an investment in a low-income housing partnership improved as a result of increased occupancy.

Other expenses increased as 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 of $60,000.

Income Taxes

At December 31, 2014, the Company established a full valuation allowance on its deferred tax assets. Until such time as the Company returns to sustained earnings, and it is determined that it is more likely than not that the deferred tax asset will be realized, no income tax benefit or expense will generally be recorded.

FINANCIAL CONDITION

Cash and due from banks increased $11,288,000 at September 30, 2019, as compared with December 31, 2018 in the management of the bank subsidiary’s liquidity position.

Loan decreased $8,531,000 at September 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 $27,940,000 at September 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 $35,101,000 at September 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 September 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.

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

	Actual					For Capital Adequacy Purposes
	Amount		Ratio			Amount		Ratio
September 30, 2019 :
Total Capital (to Risk Weighted Assets)	$	96,105		25.52	%	$	30,130		8.00	%
Common Equity Tier 1 Capital (to Risk Weighted Assets)		91,397		24.27	%		16,948		4.50	%
Tier 1 Capital (to Risk Weighted Assets)		91,397		24.27	%		22,598		6.00	%
Tier 1 Capital (to Average Assets)		91,397		14.81	%		24,686		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 September 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
September 30, 2019:
Total Capital (to Risk Weighted Assets)	$	92,907		24.79	%	$	29,978		8.00	%	$	37,472		10.00	%
Common Equity Tier 1 Capital (to Risk Weighted Assets)		88,524		23.62	%		16,862		4.50	%		24,357		6.50	%
Tier 1 Capital (to Risk Weighted Assets)		88,524		23.62	%		22,483		6.00	%		29,978		8.00	%
Tier 1 Capital (to Average Assets)		88,524		14.27	%		24,814		4.00	%		31,018		5.00	%

December 31, 2018:
Total Capital (to Risk Weighted Assets)	$	92,485		24.61	%	$	60,062		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.

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 September 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 September 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.

Item 5: Other Information

None.

Item 6 - Exhibits and Reports on Form 8-K

(a) Exhibits

Exhibit 31.1:

Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes - Oxley Act of 2002

Exhibit 31.2:

Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes - Oxley Act of 2002

Exhibit 32.1:

Certification of Chief Executive Officer Pursuant to 18 U.S.C. ss. 1350

Exhibit 32.2:

Certification of Chief Financial Officer Pursuant to 18 U.S.C. ss. 1350

Exhibit 101

The following materials from the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 2019, formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Statements of Condition at September 30, 2019 and December 31, 2018, (ii) Consolidated Statements of Income for the quarters and nine months ended September 30, 2019 and 2018, (iii) Consolidated Statements of Comprehensive Income (Loss) for the quarters and nine months ended September 30, 2019 and 2018, (iv) Consolidated Statement of Changes in Shareholders’ Equity for the nine months ended September 30, 2019, (v) Consolidated Statements of Cash Flows for the nine months ended September 30, 2019 and 2018 and (vi) Notes to the Unaudited Consolidated Financial Statements for the nine months ended September 30, 2019 and 2018.

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:	November 12, 2019

By:	/s/ Chevis C. Swetman
	Chevis C. Swetman Chairman, President and Chief Executive Officer (principal executive officer)

Date:	November 12, 2019

By:	/s/ Lauri A. Wood
	Lauri A. Wood Chief Financial Officer and Controller (principal financial and accounting officer)

Peoples Financial (QX) (USOTC:PFBX)
Historical Stock Chart
From Jun 2024 to Jul 2024

Click Here for more Peoples Financial (QX) Charts.

Peoples Financial (QX) (USOTC:PFBX)
Historical Stock Chart
From Jul 2023 to Jul 2024

Boards:

Quotes:

Boards

News

Market Data

Markets

Discover

PFBX Peoples Financial Corporation (QX)

Latest PFBX Messages

Loading Messages....

Peoples Financial Corp /ms/ News

Loading Messages....

Your Recent History