PEOPLES FINANCIAL CORP
10-Q, 1996-07-30
STATE COMMERCIAL BANKS
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<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q

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

           For the quarterly period ended         June 30, 1996
                                         ------------------------------

                                       or

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


              Commission File Number         2 - 98268
                                    -----------------------------------


                         PEOPLES FINANCIAL CORPORATION
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


               Mississippi                                64-0709834
- --------------------------------------------------------------------------------
      (State or other jurisdiction of       (I.R.S. Employer Identification No.)
      incorporation or organization)


   Lameuse and Howard Avenues, Biloxi, Mississippi                39533
- --------------------------------------------------------------------------------
     (Address of principal executive offices)                   (Zip Code)


                                 (601) 435-5511
- --------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                 Yes       X                                No
                     -------------                             -------------

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the last practicable date.

Peoples Financial Corporation has only one class of common stock authorized.
At July 22, 1996, there were 1,500,000 shares of $1 par value common stock
authorized, and 369,084 shares issued and outstanding.




                                  Page 1 of 17
<PAGE>   2
                                     PART I
                             FINANCIAL INFORMATION
                 PEOPLES FINANCIAL CORPORATION AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                                  (Unaudited)
<TABLE>
<CAPTION>
 June 30, December 31, and June 30,                        1996                  1995                  1995
- ------------------------------------------------------------------------------------------------------------
 <S>                                         <C>                  <C>                   <C>
 ASSETS

   Cash and due from banks                   $       25,507,817   $        24,220,348   $        18,874,135

   Available for sale securities                     53,275,512            20,829,655               198,083

   Held to maturity securities, market
    value of $148,230,000 - June 30,
    1996; $167,384,000 - December 31,
    1995; $139,458,000 - June  30,     
    1995                                            148,359,489           165,142,083           138,118,565

   Federal funds sold                                17,650,000

   Loans                                            220,072,157           224,069,011           233,019,043

     Less: Unearned income                               22,426                22,531                33,961

             Allowance for loan losses                4,609,249             4,352,967             4,899,950
                                         ------------------------------------------------------------------
     Loans, net                                     215,440,482           219,693,513           228,085,132
                                             
   Bank premises and equipment, net of       
    accumulated depreciation of $6,746,000 - 
    June 30, 1996; $6,171,000 - December 31, 
    1995; and $5,824,000 - June 30, 1995              8,485,353             8,789,642             8,523,220

   Other real estate                                    609,451               726,838               912,249

   Accrued interest receivable                        4,082,211             3,169,666             3,147,978

   Other assets                                       3,841,368             2,919,601             2,945,291

   Intangible assets                                    654,909               813,825               972,741
                                         ------------------------------------------------------------------
 TOTAL ASSETS                                $      477,906,592   $       446,305,171   $       401,777,394
                                         ==================================================================
</TABLE>





                                  Page 2 of 17
<PAGE>   3
                 PEOPLES FINANCIAL CORPORATION AND SUBSIDIARIES
                    CONSOLIDATED BALANCE SHEETS (Continued)
                                  (Unaudited)



<TABLE>
<CAPTION>
 June 30, December 31, and June 30,                        1996                  1995                  1995
- -------------------------------------------------------------------------------------------------------------
 <S>                                              <C>                <C>                 <C>
 LIABILITIES & SHAREHOLDERS' EQUITY

 LIABILITIES:

   Deposits:

     Demand, non-interest bearing                 $  67,038,052      $     82,790,093    $       68,213,828

     Savings and demand, interest bearing           183,602,784           155,187,526           171,183,386

     Time, $100,000 or more                         113,630,958            84,117,293            53,500,206

     Other time deposits                             54,516,523            54,076,823            52,451,564
                                                  ---------------------------------------------------------
     Total deposits                                 418,788,317           376,171,735           345,348,984

   Accrued interest payable                             853,971             1,139,768               854,636

   Federal funds purchased                                                 12,150,000             2,150,000

   Notes payable                                        232,137               437,520               530,260

   Other liabilities                                  2,200,700             1,823,743             2,004,568
                                                  ---------------------------------------------------------
   TOTAL LIABILITIES                                422,075,125           391,722,766           350,888,448

 SHAREHOLDERS' EQUITY:

   Common Stock, $1 par value, 1,500,000
    shares authorized, 369,084 shares 
    issued and outstanding at June 30,
    1996, December 31, 1995 and June 30,
    1995, after giving retroactive effect
    to  two for one stock split effective
    November 22, 1995                                   369,084               369,084               369,084

   Surplus                                           49,295,346            49,295,346            43,545,346

   Undivided profits                                  7,770,784             5,075,542             7,262,016

   Unrealized gain (loss) on available  for sale 
    securities, net of tax                           (1,309,235)              336,945
                                                                                     
   Additional minimum liability in excess of prior
    service cost, net of tax                          (294,512)             (294,512)

   Note payable offset associated with  employee
    stock ownership plan                                                    (200,000)             (287,500)
                                                  ---------------------------------------------------------    
   TOTAL SHAREHOLDERS' EQUITY                        55,831,467            54,582,405            50,888,946
                                                  ---------------------------------------------------------
 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY       $ 477,906,592      $    446,305,171    $      401,777,394
                                                  =========================================================          
</TABLE>

See Selected Notes to Consolidated Financial Statements.





                                  Page 3 of 17
<PAGE>   4
                 PEOPLES FINANCIAL CORPORATION AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF INCOME
                                  (Unaudited)
<TABLE>
<CAPTION>
                                     For The Quarters Ended June 30,      For The Six Months Ended June 30,
- ------------------------------------------------------------------------------------------------------------
                                               1996               1995               1996              1995
- ------------------------------------------------------------------------------------------------------------
 <S>                                     <C>                <C>               <C>               <C>
 INTEREST INCOME:

   Interest and fees on loans            $4,989,544         $5,474,530        $10,150,368       $10,539,151

   Interest and dividends on investments:
             

     U. S. Treasury                       2,042,508          1,903,416          4,168,968         3,815,314

     U. S. Government agencies
      and corporations                    1,080,107            254,845          1,807,215           402,649

     States and political
      subdivisions                           95,181             89,729            192,611           158,627

     Other investments                       12,982              2,332             30,900             7,043

   Interest on federal funds
    sold                                     97,678            137,793            338,801           324,464
                                  -------------------------------------------------------------------------       
 TOTAL INTEREST INCOME                    8,318,000          7,862,645         16,688,863        15,247,248
                                  -------------------------------------------------------------------------       
 INTEREST EXPENSE:

   Time deposits of $100,000 or
    more                                  1,252,405            874,013          2,525,048         1,331,717

   Other deposits                         2,317,179          2,120,217          4,728,398         4,378,277

   Mortgage indebtedness                      3,147              3,289              6,329             6,611

   Federal funds purchased                   36,810             42,633             64,527            56,028
                                  -------------------------------------------------------------------------       
 TOTAL INTEREST EXPENSE                   3,609,541          3,040,152          7,324,302         5,772,633
                                  -------------------------------------------------------------------------       
 NET INTEREST INCOME                      4,708,459          4,822,493          9,364,561         9,474,615

 Provision for losses on loans                  -0-                -0-                -0-               -0-
                                  -------------------------------------------------------------------------       
 NET INTEREST INCOME AFTER    
 PROVISION FOR LOSSES ON LOANS            4,708,459          4,822,493          9,364,561         9,474,615
                                  -------------------------------------------------------------------------       
 OTHER OPERATING INCOME:
                                    
   Trust department income and  fees        112,141            139,131            339,758           408,330
                                      
   Service charges on deposit accounts      945,690            913,501          1,869,931         1,578,558

   Other service charges,
    commissions and fees                     68,316             66,782            127,599           133,663

   Other income                             225,528            143,818            360,587           260,012

                                  -------------------------------------------------------------------------       
 TOTAL OTHER OPERATING INCOME            $1,351,675         $1,263,232         $2,697,875        $2,380,563
                                  -------------------------------------------------------------------------       
</TABLE>




                                 Page 4 of 17
<PAGE>   5



               PEOPLES FINANCIAL CORPORATION AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF INCOME (continued)
                                 (Unaudited)


<TABLE>
<CAPTION>
                                       For The Quarters Ended June 30,    For The Six Months Ended June 30,
- ------------------------------------------------------------------------------------------------------------
                                               1996               1995               1996              1995
- ------------------------------------------------------------------------------------------------------------
 <S>                                     <C>                <C>                <C>               <C>
 OTHER OPERATING EXPENSE:
                                 
   Salaries and employee benefits        $1,877,545         $1,754,023         $3,817,971        $3,447,688

   Net occupancy                            177,233            208,332            357,460           395,589
                                      
   Equipment rentals, depreciation and
    maintenance                             489,335            369,540            896,937           748,501

   Other expense                          1,414,487          1,396,785          2,553,743         2,577,915
                                  -------------------------------------------------------------------------
 TOTAL OTHER OPERATING EXPENSE            3,958,600          3,728,680          7,626,111         7,169,693
                                  -------------------------------------------------------------------------

 INCOME BEFORE INCOME TAXES               2,101,534          2,357,045          4,436,325         4,685,485

 INCOME TAXES                               828,370            798,035          1,353,545         1,577,713
                                  -------------------------------------------------------------------------
 NET INCOME                              $1,273,164         $1,559,010         $3,082,780        $3,107,772
                                  =========================================================================
</TABLE>





See Selected Notes to Consolidated Financial Statements.




                                  Page 5 of 17
<PAGE>   6
                 PEOPLES FINANCIAL CORPORATION AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                                                   Additional                                 
                                                                    Unrealized      Minimum                                   
                                                                    Gain (Loss)   Liability in                                
                                                                   on Available    Excess of    Note Payable                  
                                                                     for Sale    Prior Service     Offset                     
                         # of    Common                 Undivided   Securities,   Cost, Net of   Associated                   
                        Shares   Stock      Surplus      Profits    Net of Tax        Tax         With ESOP        Total      
- -----------------------------------------------------------------------------------------------------------------------------  
<S>                    <C>      <C>        <C>         <C>         <C>            <C>              <C>            <C>         
Balance, January 1,                                                                                                            
 1995, as                                                                                                                     
 previously                                                                                                                   
 reported              184,542  $184,542   $43,729,888 $4,901,640  $         -0-  $        -0-     $(375,000)     $48,441,070 
                                                                                                                              
Two-for-one stock                                                                                                             
 split in 1995         184,542   184,542     (184,542)                                                                        
                      ------------------------------------------------------------------------------------------------------- 
Balance, January 1,                                                                                                            
 1995, as restated     369,084   369,084    43,545,346  4,901,640            -0-           -0-      (375,000)      48,441,070 
                                                                                                                              
Net income                                              3,107,772                                                   3,107,772 
                                                                                                                              
Cash dividends,                                                                                                               
  common                                                                                                                      
($1.00 per share)                                       (369,084)                                                   (369,084) 
                                                                                                                              
Dividend declared,                                                                                                            
common ($1.025                                                                                                                
 per share)                                             (378,312)                                                   (378,312) 
                                                                                                                              
Reduction to note                                                                                                             
 payable offset                                                                                                               
associated with                                                                                                               
     esop                                                                                              87,500          87,500 
                      ------------------------------------------------------------------------------------------------------- 
Balance, June 30,      369,084  $369,084   $43,545,346 $7,262,016  $         -0-  $        -0-     $(287,500)     $50,888,946 
 1995                 ======================================================================================================= 

Balance, January 1,
 1996                  369,084  $369,084   $49,295,346 $5,075,542       $336,945    $(294,512)     $(200,000)     $54,582,405  
                                                                                                                               
Net income                                              3,082,780                                                   3,082,780  

                                                                                                                               
Cash dividends,                                                                                                           
 common ($1.05                                                                                                    
 per share)                                             (387,538)                                                   (387,538)  

Net change in                                                                                                            
 unrealized gain                                                                                                                
 (loss) on available,                                                                                             
 for sale securities                                                                                                           
 net of tax                                                          (1,646,180)                                  (1,646,180)  
                                                                                                                               
Reduction to note                                                                                                              
 payable offset                                                                                                           
 associated with                                                                                                                
 esop                                                                                                 200,000         200,000  
                                                                                                                               
                      ------------------------------------------------------------------------------------------------------- 
Balance, June 30,                                                                                                              
     1996              369,084  $369,084   $49,295,346 $7,770,784   $(1,309,235)    $(294,512)     $      -0-     $55,831,467  
                      =======================================================================================================
</TABLE>


See Selected Notes to Consolidated Financial Statements.





                                 Page 6 of 17
<PAGE>   7
                 PEOPLES FINANCIAL CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)
<TABLE>
<CAPTION>
 For The Six Months Ended June 30,                                              1996                       1995
- -----------------------------------------------------------------------------------------------------------------
 <S>                                                                      <C>                        <C>
 CASH FLOWS FROM OPERATING ACTIVITIES:

   Net income                                                             $3,082,780                 $3,107,772

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

       Proceeds from sales of other real estate                               52,700

       Gain on sales of other real estate                                   (10,850)

       Depreciation and amortization                                         758,916                    668,916

       Provision for losses on other real estate                              75,537                     86,777

       Changes in assets and liabilities:

         Accrued interest receivable                                       (912,545)                    174,236

         Other assets                                                         50,447                  (369,113)

         Accrued interest payable                                          (285,797)                    404,480

         Other liabilities                                                   376,957                    241,806
                                                         ------------------------------------------------------
    NET CASH PROVIDED BY OPERATING ACTIVITIES                              3,188,145                  4,314,874
                                                         ------------------------------------------------------
 CASH FLOWS FROM INVESTING ACTIVITIES:

   Proceeds from maturities of held to maturity
    securities                                                            97,082,482                 52,869,372

   Investment in held to maturity securities                            (80,299,888)               (31,489,728)

   Proceeds from maturities of available for sale
    securities                                                            15,435,000

   Investment in available for sale securities                          (50,374,117)

   Loans repaid (made)                                                     4,253,031               (10,209,259)

   Acquisition of premises and equipment                                   (295,711)                  (396,411)

   Federal funds sold                                                   (17,650,000)

   Other assets                                                            (125,134)                   (28,176)

                                                         ------------------------------------------------------
 NET CASH PROVIDED BY (USED IN)  INVESTING ACTIVITIES                  $(31,974,337)                $10,745,798
                                                         ------------------------------------------------------
</TABLE>





                                 Page 7 of 17
<PAGE>   8

                 PEOPLES FINANCIAL CORPORATION AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
                                  (Unaudited)


<TABLE>
<CAPTION>
 For The Six Months Ended June 30,                                            1996                    1995
- --------------------------------------------------------------------------------------------------------------
 <S>                                                                    <C>                       <C>
 CASH FLOWS FROM FINANCING ACTIVITIES:

   Demand and savings deposits, net increase (decrease)                  $12,663,217              $(25,117,373)

   Time deposits, net increase                                            29,953,365                22,275,942

   Principal payments on notes                                               (5,383)                    (5,102)

   Cash dividends                                                          (387,538)                  (369,084)

   Federal funds purchased                                              (12,150,000)               (13,750,000)
                                                               -----------------------------------------------
   NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                    30,073,661               (16,965,617)
                                                               -----------------------------------------------
 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                      1,287,469                (1,904,945)

 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                           24,220,348                20,779,080
                                                               -----------------------------------------------
 CASH AND CASH EQUIVALENTS, END OF PERIOD                                $25,507,817               $18,874,135
                                                               ===============================================
</TABLE>





See Selected Notes to Consolidated Financial Statements.




                                  Page 8 of 17
<PAGE>   9
                 PEOPLES FINANCIAL CORPORATION AND SUBSIDIARIES
              SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                For the Six Months Ended June 30, 1996 and 1995

1.  The accompanying unaudited consolidated financial statements have been
prepared with the accounting policies in effect as of December 31, 1995 as set
forth in the Notes to the Consolidated Financial Statements of Peoples
Financial Corporation and Subsidiaries (the Company).  In the opinion of
Management, all adjustments necessary for a fair presentation of the condensed
consolidated financial statements have been included and are of a normal
recurring nature.

The accompanying unaudited consolidated financial statements have been prepared
also in accordance with the instructions to Form 10-Q and Rule 10-01 of
Regulations S-X.  Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements.

2.  The results of operations for the six months ended June 30, 1996, are not
necessarily indicative of the results to be expected for the full year.

3. Per share data is based on the weighted average shares of common stock
outstanding of 369,084 for the six months ended June 30, 1996 and 1995.

4.  At June 30, 1996 and 1995, the total recorded investment in impaired loans
amounted to $1,417,000 and $1,553,000.  The amount of that recorded investment
in impaired loans for which there is a related allowance for loan losses and
the amount of that allowance was $788,000 at June 30, 1995.    The amount of
that recorded investment in impaired loans for which there was no related
allowance for loan losses was $1,417,000 and  $765,000 at June 30, 1996 and
1995, respectively.

At June 30, 1996, the average recorded investment in impaired loans was
$1,451,000.  During the first six months of 1996, the Company recognized
$31,000 in interest income on impaired loans.  During the first six months of
1996, the Company received $34,000 in interest payments on impaired loans.

5.  Transactions in the allowance for loan losses were as follows:

<TABLE>
           <S>                                            <C>
           Balance, January 1, 1996                       $4,352,967

           Recoveries                                        342,260

           Loans charged off                                (85,978)
                                                          ----------
           Balance, June 30, 1996                         $4,609,249
                                                          ==========
</TABLE>





                                  Page 9 of 17
<PAGE>   10
6.  At June 30, 1996 and 1995,  renegotiated and restructured loans amounted to
$2,368,000 and $2,419,000.  This loan is currently being serviced at a market
rate of interest with a scheduled maturity of March 15, 1999.  The Company
recognized $74,000 and $47,000 in interest income on these loans during the six
months ended June 30, 1996 and 1995, respectively.  The amount of interest that
would have been recognized during this period under the original terms of the
loan agreements was $101,000 and $111,000.

7.  The Company has defined cash and cash equivalents to include cash and due
from banks.  The Company paid $7,610,000 and $5,368,000 for the six months
ended June 30, 1996 and 1995, respectively, for interest on deposits and
borrowings.  Income tax payments totaled $1,163,000 and $1,275,000 for the six
months ended June 30, 1996 and 1995, respectively.  Loans transferred to other
real estate amounted to $52,500 for the six months ended June 30, 1995.  No
loans were transferred to other real estate during the six months ended June
30, 1996.

Item 2 - Management's Discussion and Analysis of Financial Condition and
         Results of Operations

The following presents Management's discussion and analysis of the consolidated
financial condition and results of operations of Peoples Financial Corporation
and Subsidiaries (the Company) for the six months ended June 30, 1996 and 1995.
These comments highlight the significant events and should be considered in
combination with the Consolidated Financial Statements included in this report
on Form 10-Q.

OVERVIEW
The significant developments during the first six months of 1996 included the
dramatic increases in securities and deposits compared with the first six
months of 1995.    The entire securities portfolio increased $63 million at
June 30, 1996, as compared with June 30, 1995.  This increase resulted from the
$73 million increase in deposits at June 30, 1996, as compared with June 30,
1995.

The  following schedule compares financial highlights for the six months ended
June 30, 1996 and 1995:

<TABLE>
<CAPTION>
 For the six months ended June 30,                   1996                  1995
- --------------------------------------------------------------------------------
 <S>                                              <C>                   <C>
 Net income per share                             $    8                $    8
                                                           
 Book value per share                             $  151                $  138
 Return on average total assets                     1.32%                 1.50%
                                                           
 Return on average shareholders' equit             11.17%                12.52%
                                                           
 Allowance for loan losses as a % of                       
  loans, net of unearned discount                   2.09%                 2.10%
</TABLE>




                                 Page 10 of 17
<PAGE>   11
FINANCIAL CONDITION

HELD TO MATURITY SECURITIES
The Company has structured its portfolio during the last 12 months to
strengthen its liquidity position.  These securities generally have maturities
of 3 months, 6 months and 2 years.  There were no realized gains or losses on
investments during the six months ended June 30, 1996 and 1995.  Gross
unrealized gains were $906,000 and $1,940,000 and gross unrealized losses were
$1,036,000 and $601,000 for the six months ended June 30, 1996 and 1995,
respectively.  The following schedule reflects the mix of the held to maturity
securities portfolio at June 30, 1996 and 1995:

<TABLE>
<CAPTION>
 June 30,                             1996                        1995
- --------------------------------------------------------------------------------
                                    Amount           %          Amount        %
                              --------------------------------------------------
 <S>                          <C>              <C>        <C>           <C>
 U. S. Treasury securities    $130,395,316       88.0%    $118,620,091    85.9%

 U. S. Government agencies      13,524,323        9.1%      15,064,709    10.9%
                                                                      
 States and political                                                 
  subdivisions                   4,439,850        2.9%       4,433,765     3.2%
                              --------------------------------------------------
 Totals                       $148,359,489     100.00%    $138,118,565  100.00%
                              ==================================================
</TABLE>

AVAILABLE FOR SALE SECURITIES
Available for sale securities increased significantly during the first six
months of 1996 to $53  million.  Until September 30, 1995, the Company had
invested primarily in held to maturity securities.  This change resulted from
the management of the Company's liquidity position.  Gross unrealized gains
were $493,000 and gross unrealized losses were $2,476,000 at June 30, 1996.
There were no unrealized gains or losses at June 30, 1995.  The following
schedule reflects the mix of available for sale securities at June 30, 1996 and
1995:


<TABLE>
<CAPTION>
 June 30,                             1996                   1995    
- --------------------------------------------------------------------------------
                                    Amount          %        Amount          %
                              --------------------------------------------------
 <S>                          <C>             <C>          <C>         <C>
 U. S. Treasuries               $6,799,680      12.8%      $    -0-        -0-
                                                                     
 U. S. Government agencies      45,784,732      85.9%           -0-        -0-

 Other securities                  691,100       1.3%       198,083     100.0%
                              --------------------------------------------------
 Totals                       $53,275,512     100.00%      $198,083     100.0%
                              ==================================================
</TABLE>                                                             





                                 Page 11 of 17
<PAGE>   12
FEDERAL FUNDS SOLD
Federal funds sold were $17,650,000 at June 30, 1996 compared with federal
funds purchased of $2,150,000 at June 30, 1995.  This fluctuation is directly
related to the liquidity needs of the bank subsidiary.

ACCRUED INTEREST RECEIVABLE
Accrued interest receivable increased $934,000 or 30% at June 30, 1996, as
compared with June 30, 1995.  This increase is primarily attributable to the
increase in investment securities, as discussed above.

OTHER ASSETS
Other assets increased $896,000 or 30% at June 30, 1996, as compared with June
30, 1995, as a result of deferred taxes relating to unrealized losses on
available for sale securities.

DEPOSITS
Total deposits have increased $73 million or 22% at June 30, 1996, as compared
with June 30, 1995.   Significant increases or decreases in total deposits are
anticipated by Management as customers in the casino industry and county and
municipal areas reallocate their resources periodically.  As discussed above,
the Company has managed its funds including planning the timing of investment
maturities so as to achieve appropriate liquidity.

SHAREHOLDERS' EQUITY AND CAPITAL ADEQUACY
Strength, security and stability have been the hallmark of the Company since
its founding in 1985 and of its bank subsidiary since its founding in 1896.  A
strong capital foundation is fundamental to the continuing prosperity of the
Company and the security of its customers and shareholders.  One measure of
capital adequacy is the primary capital ratio which was 12.96% at June 30,
1996, as compared with 13.50% at June 30, 1995.  The decrease in this indicator
results from the significant increase in assets at June 30, 1996, as compared
with June 30, 1995, and does not reflect a softening of the Company's capital
position.  These ratios are well above the regulatory minimum of 6.00%.
Management continues to emphasize the importance of maintaining the appropriate
capital levels of the Company.

RESULTS OF OPERATIONS

NET INTEREST INCOME
Net interest income, the amount by which interest income on loans, investments
and other interest earning assets exceeds interest expense on deposits and
other borrowed funds, is the single largest component of the Company's income.
Management's objective is to provide the  largest possible amount of income
while balancing interest rate, credit, liquidity and capital risk.

Net interest income decreased $114,000 for the second quarter of 1996 as
compared with the second quarter of 1995.  Net interest income decreased
$110,000 for the six months ended June 30, 1996, as compared with the six
months ended June 30, 1995.  Total interest income increased $455,000 for the
quarter ended June 30, 1996, as compared with the quarter ended June 30, 1995.





                                 Page 12 of 17
<PAGE>   13
Total interest income increased $1,442,000 for the six months ended June 30,
1996, as compared with the six months ended June 30, 1995.  Total interest
expense increased $569,000 for the quarter ended June 30, 1996, as compared
with quarter ended June 30, 1995.  Total interest expense increased $1,552,000
for the six months ended June 30, 1996, as compared with the six months ended
June 30, 1995.  The following schedule summarizes net interest earnings and net
yield on interest earning assets:


         NET INTEREST EARNINGS AND NET YIELD ON INTEREST EARNING ASSETS


<TABLE>
<CAPTION>
 Six Months Ended June 30, (In                              
 thousands, except percentages)                      1996              1995
- ---------------------------------------------------------------------------
 <S>                                              <C>               <C>
 Total interest income (1)                        $16,788           $15,328

 Total interest expense                             7,324             5,773
                                             ------------------------------
   Net interest earnings                          $ 9,464           $ 9,555
                                             ==============================
 Net yield on interest earning assets                4.24%             4.97%
                                             ==============================
</TABLE>                                                    

(1) All interest earned is reported on a taxable equivalent basis using a tax
    rate of 34% in 1996 and 1995.


The schedule on page 14 provides an analysis of the change in total interest
income and total interest expense for the six months ended June 30, 1996 and
1995.  These changes are generally attributable to a change in volume and/or a
change in the applicable rates.  The loosening by the Federal Reserve System in
the last eighteen months has lead to a decrease in prime lending rates as well
as yields earned on investments and rates paid on funds.  The prime lending
rate for loans fluctuated periodically from 8.50% at January 1, 1995 to 8.25%
at June 30, 1996.

The schedule on page 14 also indicates that a major cause of the increase in
interest income, interest expense and net interest income is the increase in
volume.  The fluctuation in investments and deposits have been discussed
previously.  Average interest earning assets increased $61 million or 16% for
the six months ended June 30, 1996, as compared with June 30, 1995.  Average
interest bearing liabilities increased $56 million or 19% for the six months
ended June 30, 1996, as compared with June 30, 1995.





                                 Page 13 of 17
<PAGE>   14
          ANALYSIS OF CHANGES IN INTEREST INCOME AND INTEREST EXPENSE
                                 (In Thousands)

<TABLE>
<CAPTION>
                                                                            Attributable To:
                                                                 --------------------------------------
                          For the      For the
                       Six Months   Six Months
                       Ended June   Ended June      Increase                                    Rate/
                         30, 1996     30, 1995    (Decrease)       Volume          Rate        Volume
                   ------------------------------------------------------------------------------------ 
 <S>                      <C>          <C>            <C>          <C>           <C>           <C>
 INTEREST
  INCOME: (1)

   Loans (2)              $10,150      $10,539        $ (389)      $  194        $ (572)         $(11)

   Federal funds
    sold                      339          324            15           74           (48)          (11)

 Held to
 maturity:

 Taxable
  securities                4,416        4,218           198          140            56             2

   Non-taxable
    securities                292          240            52           (6)           60            (2)
                                                                                                  
 Available for
     sale:

   Taxable
  securities                1,560          -0-         1,560        1,560           -0-           -0-
                  
 Other securities              31            7            24           17             2             5
                   ------------------------------------------------------------------------------------ 
 Total                    $16,788      $15,328        $1,460       $1,979        $ (502)         $(17)
                   ====================================================================================
 INTEREST
  EXPENSE:

   Savings and
    negotiable
    interest
    bearing
    deposits              $ 3,130      $ 2,919        $  211          $41          $168            $2

   Time deposits            4,123        2,791         1,332        1,500          (109)          (59)

   Federal funds
    purchased                  65           56             9            4             4             1

   Mortgage
    indebtedness                6            7            (1)          (1)           (1)            1
                   ------------------------------------------------------------------------------------ 
 Total                    $ 7,324      $ 5,773        $1,551       $1,544        $   62          $(55)
                   ====================================================================================
</TABLE>


(1) All interest earned is reported on a taxable equivalent basis using a tax
    rate of 34% in 1996 and 1995.
(2) Loan fees are included in these figures.  Includes nonaccrual loans.





                                 Page 14 of 17
<PAGE>   15
PROVISION FOR LOAN LOSSES
The Company has not charged a provision for loan losses to operating expense
since 1993.  The Company carefully monitors the quality and volume of its loan
portfolio.  Based on current conditions, Management feels that the allowance
for loan losses is adequate and does not anticipate any provision for loan
losses during 1996.

SERVICE CHARGES ON DEPOSIT ACCOUNTS
Service charges on deposit accounts have increased $291,000 for the six months
ended June 30, 1996, as compared with the six months ended June 30, 1995, as a
result of fees earned on automatic teller machines (ATMs).  These fees have
grown due to the increased number of ATMs in service as well as the
implementation of surcharge fees on ATM transactions at casinos beginning in
November 1993 and an increase in surcharge fees on April 1, 1995.


LIQUIDITY

Liquidity represents the Company's ability to adequately provide funds to
satisfy demands from depositors, borrowers and other commitments by either
converting assets to cash or accessing new or existing sources of funds.
Management monitors these funds requirements in such a manner as to satisfy
these demands and provide the maximum earnings on its earning assets.
Deposits, payments of principal and interest on loans, proceeds from maturities
of investment securities and earnings on investment securities are the
principal sources of funds for the Company.  At June 30, 1996, cash and due
from banks, investment securities and federal funds sold were  58% of total
deposits, as compared with 46% at June 30, 1995.





                                 Page 15 of 17
<PAGE>   16
                                    PART II
                               OTHER INFORMATION

Item 5 - Other Information

The Company is the sponsor of Peoples Financial Corporation Employee Retirement
Plan.  During 1995, the Company had approved a termination of the Plan.
Approval was received from the Internal Revenue Service on March 18, 1996, to
terminate the Plan.  The assets of the Plan were distributed to participants
either as lump sum distribution or by the purchase of an annuity with an
insurance carrier on July 18, 1996.  The Company was obligated to make a final
contribution to the Plan in order to provide sufficient funds to settle the
liabilities of the Plan.  The Company made a final contribution of $70,000 to
the Plan on July 18, 1996, to fulfill its obligation.

During 1995, the Internal Revenue Service began an audit of the Company's 1993
and 1994 returns.  As a result of the examination, adjustments were proposed by
the Internal Revenue Service.  The Company agreed with the adjustments and paid
an assessment of $102,000 on July 23, 1996, which included interest of $17,000.

Item 6 - Exhibits and Reports on Form 8-K

(a) Exhibits

     Schedule 27 - Financial Data Schedule.

(b) Reports on Form 8-K

     None.





                                 Page 16 of 17
<PAGE>   17
                                   SIGNATURES

  Pursuant to the requirement of Section 13 of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf 
by the undersigned, thereunto duly authorized.


                             PEOPLES FINANCIAL CORPORATION
                                     (Registrant)

                            
                             Date:         July 24, 1996
                                   --------------------------


                                By:    /s/ Chevis C. Swetman
                                   --------------------------
                                           Chevis C. Swetman
                             Chairman, President and Chief Executive Officer



                             Date:        July 24, 1996
                                   --------------------------



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





                                 Page 17 of 17
<PAGE>   18
                                 EXHIBIT INDEX



<TABLE>
<CAPTION>

Exhibit No.                Description
- -----------                -----------
   <S>                     <C>
   27                      Financial Data Schedule for 10-Q

</TABLE>


<TABLE> <S> <C>

<ARTICLE> 9
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                      25,507,817
<INT-BEARING-DEPOSITS>                               0
<FED-FUNDS-SOLD>                            17,650,000
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                 53,275,512
<INVESTMENTS-CARRYING>                     148,359,489
<INVESTMENTS-MARKET>                       148,230,000
<LOANS>                                    220,072,157
<ALLOWANCE>                                  4,609,249
<TOTAL-ASSETS>                             477,906,592
<DEPOSITS>                                 418,788,317
<SHORT-TERM>                                         0
<LIABILITIES-OTHER>                          2,200,700
<LONG-TERM>                                    232,137
<COMMON>                                       369,084
                                0
                                          0
<OTHER-SE>                                  55,462,383
<TOTAL-LIABILITIES-AND-EQUITY>             477,906,592
<INTEREST-LOAN>                             10,150,368
<INTEREST-INVEST>                            6,199,694
<INTEREST-OTHER>                               338,801
<INTEREST-TOTAL>                            16,688,863
<INTEREST-DEPOSIT>                           7,253,446
<INTEREST-EXPENSE>                           7,324,302
<INTEREST-INCOME-NET>                        9,364,561
<LOAN-LOSSES>                                        0
<SECURITIES-GAINS>                                   0
<EXPENSE-OTHER>                              7,626,111
<INCOME-PRETAX>                              4,436,325
<INCOME-PRE-EXTRAORDINARY>                   4,436,325
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 3,082,780
<EPS-PRIMARY>                                        8
<EPS-DILUTED>                                        8
<YIELD-ACTUAL>                                    4.24
<LOANS-NON>                                    783,000
<LOANS-PAST>                                 3,052,000
<LOANS-TROUBLED>                             2,368,000
<LOANS-PROBLEM>                                      0
<ALLOWANCE-OPEN>                             4,352,967
<CHARGE-OFFS>                                   85,978
<RECOVERIES>                                   342,260
<ALLOWANCE-CLOSE>                            4,609,249
<ALLOWANCE-DOMESTIC>                         4,609,249
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                        250,000
        

</TABLE>


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