PEOPLES FINANCIAL CORP
10QSB, 1997-02-12
STATE COMMERCIAL BANKS
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                                   FORM 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 1996

     OR

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

For the transition period from ______________ to _____________

Commission File No. 0-28838

                          PEOPLES FINANCIAL CORPORATION
     ______________________________________________________________________
        (Exact name of small business issuer as specified in its charter)

                     OHIO                               34-1822228
       _______________________________            ______________________
       (State or other jurisdiction of               (I.R.S. Employer
        incorporation of organization)            Identification Number)

       211 Lincoln Way East
       Massillon, Ohio                                        44646
       _____________________                              ____________
       (Address of principal                               (Zip Code)
       executive office)

Issuer's telephone number, including area code: (330) 832-7441

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

        Yes __X__                               No _____


As of February 7, 1997, the latest practicable date,  1,491,012 common shares of
the registrant, no par value, were issued and outstanding.


                               Page 1 of 17 Pages

<PAGE>


                                      INDEX

                          PEOPLES FINANCIAL CORPORATION


                                                                          PAGE


PART I     -     FINANCIAL INFORMATION

                       Consolidated Statements of Financial Condition       3
                       Consolidated Statements of Earnings                  4
                       Consolidated Statements of Cash Flows                5

                       Notes to Consolidated Financial Statements           7
                       Management's Discussion and Analysis of
                          Financial Condition and Results of Operations    11

PART II    -     OTHER INFORMATION                                         16

SIGNATURES                                                                 17



                               Page 2 of 17 Pages

<PAGE>
<TABLE>


                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

                          PEOPLES FINANCIAL CORPORATION

                        (In thousands, except share data)

                                                                              December 31,    September 30,
          ASSETS                                                                  1996             1996
                                                                              ------------    -------------
<S>                                                                            <C>             <C>     
Cash and due from banks                                                        $    278        $    276
Interest-bearing deposits in other financial institutions                         7,467          12,257
                                                                               --------        --------
                     Cash and cash equivalents                                    7,745          12,533

Investment securities designated as available
   for sale - at market                                                           6,654           5,087
Investment securities - at cost, approximate market value
   of $2,200 and $1,712 as of December 31, 1996 and
   September 30, 1996                                                             2,176           1,688
Mortgage-backed and related securities designated
   as available for sale - at market                                             15,708          14,113
Mortgage-backed and related securities - at amortized cost,
   approximate market value of $8,470 and $9,011 as of
   December 31, 1996 and September 30, 1996                                       8,301           8,875
Loans receivable - net                                                           45,963          44,206
Office premises and equipment - at depreciated cost                               1,490           1,515
Stock in Federal Home Loan Bank  - at cost                                          761             748
Accrued interest receivable                                                         358             397
Prepaid expenses and other assets                                                    86              95
                                                                               --------        --------
                              Total assets                                     $ 89,242        $ 89,257
                                                                               ========        ========

LIABILITIES AND SHAREHOLDERS' EQUITY

Deposits                                                                       $ 64,160        $ 64,355
Other liabilities                                                                   210             667
Accrued federal income taxes                                                         22              32
Deferred federal income taxes                                                       745             497
                                                                               --------        --------
                              Total liabilities                                  65,137          65,551

Shareholders' equity:
   Preferred stock - authorized 1,000,000 shares without par
      value; no shares issued                                                      --              --
   Common stock - authorized 6,000,000 shares without par
     or stated  value; 1,491,012 shares issued and outstanding                     --              --
   Additional paid-in capital                                                    14,203          14,203
   Retained earnings - restricted                                                 9,699           9,455
   Unrealized gains on securities designated as available
      for sale, net of related tax effects                                          800             645
   Shares acquired by Employee Stock Ownership Plan                                (597)           (597)
                                                                               --------        --------
                              Total shareholders' equity                         24,105          23,706
                                                                               --------        --------

                              Total liabilities and shareholders' equity       $ 89,242        $ 89,257
                                                                               ========        ========

</TABLE>

                               Page 3 of 17 Pages

<PAGE>

<TABLE>

                       CONSOLIDATED STATEMENTS OF EARNINGS

                          PEOPLES FINANCIAL CORPORATION

                      (In thousands, except per share data)

                                                                   Three Months Ended
                                                                       December 31,
                                                                    1996         1995
                                                                   ------       ------
<S>                                                               <C>          <C>   
Interest income
   Loans                                                          $  940       $  795
   Mortgage-backed and related securities                            401          407
   Investment securities                                             108          137
   Interest-bearing deposits and other                               117           41
                                                                  ------       ------
            Total interest income                                  1,566        1,380
Interest expense on deposit accounts                                 782          870
                                                                  ------       ------
            Net interest income                                      784          510
Provision for losses on loans                                          3          105
                                                                  ------       ------
             Net interest income after
              provision for losses on loans                          781          405
Other operating income                                                14            6
                                                                  ------       ------
                                                                     795          411
General, administrative and other expense
   Employee compensation and benefits                                212          177
   Occupancy and equipment                                            59           57
   Franchise taxes                                                    36           17
   Federal deposit insurance premiums                                 23           38
   Data processing                                                    19           16
   Advertising                                                        11           13
   Other operating                                                    69           69
                                                                  ------       ------
            Total general, administrative and other expense          429          387
                                                                  ------       ------
            Earnings before income taxes                             366           24
Federal income taxes
   Current                                                           112            4
   Deferred                                                           10            1
                                                                  ------       ------
            Total federal income taxes                               122            5
                                                                  ------       ------
            Net earnings                                          $  244       $   19
                                                                  ======       ======

            Earnings per share                                    $ 0.17          N/A
                                                                  ======       ======

</TABLE>

                               Page 4 of 17 Pages
<PAGE>

<TABLE>

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                          PEOPLES FINANCIAL CORPORATION

                                 (In thousands)

                                                                      Three Months Ended
                                                                          December 31,
                                                                   -------------------------
                                                                     1996             1995
                                                                    ------           ------
<S>                                                              <C>             <C>     
Cash flows provided by (used in) operating activities:
  Net earnings for the period                                    $    244        $     19
  Adjustments to reconcile net earnings to net
  cash provided by (used in) operating activities:
    Depreciation of premises and equipment                             25              23
    Amortization of premiums and discounts
      on investment securities and
      mortgage-backed securities, net                                  13              15
    Amortization of deferred loan costs                              --                 4
    Provision for losses on loans                                       3             105
    Federal Home Loan Bank stock
      dividends                                                       (13)            (24)
  Increase (decrease) in cash due to changes in:
    Accrued interest receivable                                        38              63
    Prepaid expenses and other assets                                   9              49
    Other liabilities                                                (460)            (43)
    Accrued interest payable                                            5            --
    Federal income taxes:
      Current                                                         (10)           --
      Deferred                                                        168             (26)
                                                                 --------        --------
                                 Net cash provided by
                                      operating activities             22             185
Cash flows provided by (used in) investing activities:
  Purchase of mortgage-backed and related
    securities designated as available for sale                    (1,984)           --
  Principal repayments on mortgage-backed
    and related securities                                          1,038           1,425
  Purchase of investment securities                                (1,000)           --
  Purchase of investment securities
    designated as available for sale                               (1,500)           --
  Principal repayments and maturities of
    investment securities                                             592             283
  Loan principal repayments                                         4,562           1,690
  Loan disbursements                                               (6,322)         (1,812)
  Purchase of office premises and equipment                          --                (5)
                                                                 --------        --------
                   Net cash provided by (used in)
                                      investing activities         (4,614)          1,581
                                                                 --------        --------
                   Net cash provided by (used in)
                operating and investing activities
                               (subtotal carried forward)        $ (4,592)       $  1,766




                               Page 5 of 17 Pages

<PAGE>


                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                          PEOPLES FINANCIAL CORPORATION

                                 (In thousands)
                                                                   Three Months Ended
                                                                       December 31,
                                                                -------------------------
                                                                  1996             1995
                                                                 ------           ------
Net cash provided by (used in)
  operating and investing activities
  (subtotal brought forward)                                     $ (4,592)       $  1,766
Cash flows provided by (used in)
financing activities:
  Net increase (decrease) in deposit accounts                        (196)            656
                                                                 --------        --------
              Net cash provided by (used in)
                                     financing activities            (196)            656
                                                                 --------        --------

Net increase (decrease) in cash and cash equivalents               (4,788)          2,422

Cash and cash equivalents at beginning of period                   12,533           1,864
                                                                 --------        --------

Cash and cash equivalents at end of period                       $  7,745        $  4,286
                                                                 ========        ========

Supplemental disclosure of cash flow information:
  Cash paid during the period for:
    Federal income taxes                                         $      5        $     35
                                                                 ========        ========

    Interest on deposits                                         $    777        $    873
                                                                 ========        ========

Supplemental disclosure of non-cash investing activities:
  Unrealized gains on securities designated as
    available for sale, net of related tax effects               $    155        $     75
                                                                 ========        ========

</TABLE>

                               Page 6 of 17 Pages

<PAGE>


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                          PEOPLES FINANCIAL CORPORATION

                        For the three month periods ended
                           December 31, 1996 and 1995


On October 16, 1995, the Board of Directors of Peoples  Federal Savings and Loan
Association of Massillon ("Peoples Federal" or the "Association") adopted a Plan
of Conversion  (the "Plan")  whereby  Peoples Federal would convert to the stock
form of  ownership  and issue all of Peoples  Federal's  outstanding  stock to a
newly formed holding company, Peoples Financial Corporation ("PFC"). Pursuant to
the  Plan,  PFC  offered  for sale up to  1,495,000  common  shares  to  certain
depositors of Peoples  Federal and members of the community.  The conversion was
completed  on  September  12,  1996,  and  resulted in the issuance of 1,491,012
common shares of PFC, which,  after  consideration of offering expenses totaling
approximately $707,000, and share purchases by the Peoples Financial Corporation
Employee Stock Ownership Plan (the "ESOP")  totaling  $597,000,  resulted in net
equity proceeds of $13.6 million.

1. BASIS OF PRESENTATION

The accompanying  unaudited  consolidated  financial statements were prepared in
accordance  with  instructions  for Form 10-QSB and,  therefore,  do not include
information  or footnotes  necessary  for a complete  presentation  of financial
position,  results of  operations  and cash flows in conformity  with  generally
accepted accounting principles.  Accordingly,  these financial statements should
be read in  conjunction  with the  consolidated  financial  statements and notes
thereto of Peoples Financial  Corporation for the year ended September 30, 1996.
However,  in the opinion of  management,  all  adjustments  (consisting  of only
normal  recurring  accruals) which are necessary for a fair  presentation of the
consolidated  financial statements have been included. The results of operations
for  the  three-month  periods  ended  December  31,  1996  and  1995,  are  not
necessarily indicative of the results which may be expected for an entire fiscal
year.

2. PRINCIPLES OF CONSOLIDATION

The accompanying  consolidated  financial statements include the accounts of PFC
and Peoples Federal. All significant intercompany items have been eliminated.



                               Page 7 of 17 Pages
<PAGE>



             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                          PEOPLES FINANCIAL CORPORATION

                        For the three month periods ended
                           December 31, 1996 and 1995

3. EFFECTS OF RECENT ACCOUNTING PRONOUNCEMENTS

In October 1995, the Financial  Accounting  Standards  Board (the "FASB") issued
Statement of Financial  Accounting  Standards ("SFAS") No. 123,  "Accounting for
Stock-Based  Compensation",  establishing  financial  accounting  and  reporting
standards for stock-based  employee  compensation plans. SFAS No. 123 encourages
all entities to adopt a new method of  accounting to measure  compensation  cost
for all employee stock  compensation  plans based on the estimated fair value of
the award at the financial  statement  date.  Companies are,  however allowed to
continue to measure  compensation cost for those plans using the intrinsic value
based method of  accounting,  which  generally  does not result in  compensation
expense  recognition  for most  plans.  Companies  that elect to remain with the
existing  accounting  are  required to  disclose in a footnote to the  financial
statements pro forma net earnings and, if presented,  earnings per share,  as if
SFAS No. 123 had been adopted.  The accounting  requirements of SFAS No. 123 are
effective  for  transactions  entered into during  fiscal years that begin after
December 15, 1995,  although companies are required to disclose  information for
awards  granted in their first fiscal year  beginning  after  December 15, 1994.
Management  has  determined  that PFC will  continue to account for  stock-based
compensation  pursuant  to  Accounting  Principles  Board  Opinion  No.  25, and
therefore the  disclosure  provisions of SFAS No. 123 will have no effect on its
consolidated financial position or results of operations.


                               Page 8 of 17 Pages
<PAGE>



             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                          PEOPLES FINANCIAL CORPORATION

                        For the three month periods ended
                           December 31, 1996 and 1995


In June  1996,  the FASB  issued  SFAS No.  125  "Accounting  for  Transfers  of
Financial Assets,  Servicing Rights,  and  Extinguishment of Liabilities",  that
provides  accounting  guidance on transfers of  financial  assets,  servicing of
financial assets, and extinguishment of liabilities.  SFAS No. 125 introduces an
approach to accounting  for transfers of financial  assets that provides a means
of dealing with more complex transactions in which the seller disposes of only a
partial  interest in the assets,  retains  rights or  obligations,  makes use of
special  purpose  entities  in the  transaction,  or  otherwise  has  continuing
involvement with the transferred assets. The new accounting method,  referred to
as the financial components  approach,  provides that the carrying amount of the
financial assets transferred be allocated to components of the transaction based
on their relative fair values.  SFAS No. 125 provides  criteria for  determining
whether control of assets has been relinquished and whether a sale has occurred.
If the transfer  does not qualify as a sale,  it is  accounted  for as a secured
borrowing. Transactions subject to the provisions of SFAS No. 125 include, among
others, transfers involving repurchase agreements,  securitizations of financial
assets,  loan   participations,   factoring   arrangements,   and  transfers  of
receivables with recourse.

An entity that undertakes an obligation to service  financial assets  recognizes
either a servicing asset or liability for the servicing contract (unless related
to a securitization of assets,  and all the securitized  assets are retained and
classified  as  held-to-maturity).  A  servicing  asset  or  liability  that  is
purchased or assumed is initially recognized at its fair value. Servicing assets
and  liabilities are amortized in proportion to and over the period of estimated
net  servicing  income  or net  servicing  loss and are  subject  to  subsequent
assessments for impairment based on fair value.

SFAS No. 125 provides that a liability is removed from the balance sheet only if
the debtor  either pays the creditor and is relieved of its  obligation  for the
liability or is legally released from being the primary obligor.

SFAS No. 125 is effective for  transfers  and servicing of financial  assets and
extinguishment  of liabilities  occurring  after December 31, 1996, and is to be
applied  prospectively.  Earlier or  retroactive  application  is not permitted.
Management  does not believe that  adoption of SFAS No. 125 will have a material
adverse  effect  on  PFC's   consolidated   financial  position  or  results  of
operations.


                               Page 9 of 17 Pages
<PAGE>


             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                          PEOPLES FINANCIAL CORPORATION

                        For the three month periods ended
                           December 31, 1996 and 1995


4. PENDING LEGISLATIVE CHANGES

Congress  has  enacted  legislation  that would  merge the  Savings  Association
Insurance  Fund (the "SAIF") and the Bank  Insurance Fund (the "BIF") on January
1, 1999. The  legislation  currently  provides for the elimination of the thrift
charter or separate thrift  regulation  under Federal law prior to the merger of
the deposit  insurance funds.  Peoples Federal would then be regulated as a bank
under federal law and subject to the more restrictive activity limits imposed on
national banks.

5. EARNINGS PER SHARE

Earnings per share for the three months ended  December 31, 1996,  is based upon
the  weighted-average  shares  outstanding  during the period less shares in the
ESOP that are  unallocated  and not  committed to be released.  Weighted-average
common shares deemed outstanding,  which gives effect to 59,678 unallocated ESOP
shares, totaled 1,431,334 for the three months ended December 31, 1996.

The  provisions  of  Accounting  Principles  Board  Opinion No. 15 "Earnings per
Share" are not  applicable to the three months ended  December  31,1995,  as the
Corporation completed its conversion to stock form in September 1996.



                               Page 10 of 17 Pages
<PAGE>


           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS

                          PEOPLES FINANCIAL CORPORATION

                    NOTE REGARDING FORWARD-LOOKING STATEMENTS


In addition to historical information contained herein, the following discussion
contains  forward-looking  statements  that  involve  risks  and  uncertainties.
Economic  circumstances,  PFC's operations and PFC's actual results could differ
significantly from those discussed in the  forward-looking  statements.  Some of
the factors that could cause or  contribute  to such  differences  are discussed
herein but also include  changes in the economy and interest rates in the nation
and PFC's market area  generally.  See Exhibit 99 hereto,  which is incorporated
herein by reference.

Some of the  forward-looking  statements  included  herein  are  the  statements
regarding  management's  determination  of the amount of allowance for losses on
loans,  legislative  changes with respect to the federal  thrift charter and the
effect of certain accounting pronouncements.



                 DISCUSSION OF FINANCIAL CONDITION CHANGES FROM
                     SEPTEMBER 30, 1996 TO DECEMBER 31,1996


PFC's  assets  totaled  $89.2  million as of December  31,  1996,  a decrease of
$15,000 from the  September  30, 1996 total.  Changes in  operating  assets from
September  30, 1996 levels  consisted of increases of $2.1 million in investment
securities,  $1.0 million in mortgage-backed  securities and $1.8 million in net
loans  receivable,  which were offset by a decrease in cash and cash equivalents
of $4.8 million.

Cash and cash equivalents  totaled $7.7 million at December 31, 1996, a decrease
of $4.8 million,  or 38.2%,  from the total at September 30, 1996.  Excess funds
were   redeployed   primarily   to   higher-yielding    investment   securities,
mortgage-backed securities and loans.

Investment  securities totaled $8.8 million at December 31, 1996, an increase of
$2.1  million,  or 30.3%,  over the total at September  30, 1996.  This increase
resulted   primarily   from  purchases  of  $2.5  million  and  net  fair  value
appreciation  of  $148,000,  offset by  maturities  of  $512,000  and  principal
repayments of $80,000.

Mortgage-backed  securities  totaled  $24.0  million at December  31,  1996,  an
increase of $1.0 million,  or 4.4%,  over the total at September 30, 1996.  This
increase  resulted  primarily  from purchases of $2.0 million and net fair value
appreciation of $88,000,  which were partially offset by principal repayments of
$1.0 million.


                               Page 11 of 17 Pages
<PAGE>


           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                      AND RESULTS OF OPERATIONS (CONTINUED)

                          PEOPLES FINANCIAL CORPORATION

                 DISCUSSION OF FINANCIAL CONDITION CHANGES FROM
               SEPTEMBER 30, 1996 TO DECEMBER 31,1996 (CONTINUED)


Net loans receivable  totaled $46.0 million at December 31, 1996, an increase of
$1.8  million,  or 4.0%,  over the September  30, 1996,  total.  The increase is
attributed to Peoples  Federal's  continued  focus on its  marketing  program to
originate  new  mortgage and home equity loans at the main office and the branch
lending office.

Deposits totaled $64.2 million at December 31, 1996, a decrease of $195,000,  or
..3%, from the September 30, 1996,  amount.  Peoples Federal has recently offered
deposits  at  interest  rates  designed  to  reduce  the  cost of  funds,  while
management monitors deposit levels to minimize deposit outflows.

Peoples  Federal is required  to meet each of three  minimum  capital  standards
promulgated  by the  Office  of  Thrift  Supervision  (the  "OTS"),  hereinafter
described as the tangible capital requirement,  the core capital requirement and
the risk-based capital  requirement.  The tangible capital requirement  provides
for the maintenance of shareholders'  equity less all intangible assets equal to
1.5% of adjusted  total assets.  The core capital  requirement  provides for the
maintenance of tangible capital plus certain forms of supervisory goodwill equal
to 3% of  adjusted  total  assets,  while  the  risk-based  capital  requirement
mandates  maintenance of core capital plus general loan loss allowances equal to
8% of  risk-weighted  assets as defined by OTS  regulations.  As of December 31,
1996, the  Association's  tangible and core capital  totaled $15.5  million,  or
19.2%, which exceeded the minimum  requirements of $1.2 million and $2.4 million
by $14.3 million and $13.1 million,  respectively.  As of December 31, 1996, the
Association's  risk-based  capital was $15.7 million,  or 48.6% of risk-weighted
assets, exceeding the minimum requirement by $13.1 million.


                               Page 12 of 17 Pages
<PAGE>



           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                      AND RESULTS OF OPERATIONS (CONTINUED)

                          PEOPLES FINANCIAL CORPORATION

           COMPARISON OF OPERATING RESULTS FOR THE THREE-MONTH PERIODS
                        ENDED DECEMBER 31, 1996 AND 1995.


GENERAL

Net earnings for the three months  ended  December 31, 1996,  totaled  $244,000,
compared to $19,000 for the same period in 1995,  an increase of  $225,000.  The
primary  reasons  for the  increase  in net  earnings  were an  increase  in net
interest income of $274,000, or 53.7%, and a decrease in provision for losses on
loans of  $102,000,  or 97.1%,  which were  partially  offset by an  increase in
general,  administrative and other expense of $42,000,  or 10.9% and an increase
in income tax provision of $117,000.


NET INTEREST INCOME

Interest income on loans for the three months ended December 31, 1996, increased
by $145,000,  or 18.2%, over the 1995 period. This increase resulted from a $7.7
million increase in average portfolio balance outstanding, partially offset by a
..12% decrease in weighted average yield.  Interest income on mortgage-backed and
related securities,  investment securities and deposits increased by $41,000, or
7.0%, over the 1995 period.  This increase resulted from a $3.3 million increase
in average portfolio balances  outstanding,  partially offset by a .11% decrease
in weighted average yield.

Interest paid on deposits  decreased by $88,000,  or 10.1%, for the three months
ended December 31, 1996.  This decrease  resulted from a $3.1 million decline in
average deposit balances and a .30% decrease in weighted average cost of funds.

As a result of the  foregoing,  net interest  income  increased by $274,000,  or
53.7%,  for the three months ended  December  31,  1996,  compared to 1995.  The
interest rate spread  increased to 2.30% for the three months ended December 31,
1996, as compared to 2.07% for the comparable 1995 three-month  period.  The net
interest margin increased to 3.61% for the three months ended December 31, 1996,
as compared to 2.69% for the comparable 1995 period.



                               Page 13 of 17 Pages
<PAGE>


           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                      AND RESULTS OF OPERATIONS (CONTINUED)

                          PEOPLES FINANCIAL CORPORATION

               COMPARISON OF OPERATING RESULTS FOR THE THREE-MONTH
              PERIODS ENDED DECEMBER 31, 1996 AND 1995 (CONTINUED)


ALLOWANCE FOR LOSSES ON LOANS

It is the  Association's  policy to provide  valuation  allowances for estimated
losses on loans based on past loan loss  experience,  changes in the composition
of the loan  portfolio,  trends in the level of  delinquent  and problem  loans,
adverse  situations  that may  affect  the  borrower's  ability  to  repay,  the
estimated  value  of any  underlying  collateral  and  current  and  anticipated
economic  conditions in the primary  lending area. The allowance for loan losses
is  increased  by charges to  earnings  and  decreased  by  charge-offs  (net of
recoveries).  After  considering  the above  guidelines,  management  decided to
increase  the  allowance  for losses on loans by $3,000  during the three months
ended December 31, 1996. The provision for the three-month period ended December
31, 1995, totaled $105,000. This increase during the three months ended December
31, 1995, was primarily due to the fact that 90-day  delinquent  loans increased
by $681,000.  The properties  securing these loans were sold at a sheriff's sale
in October,  1996,  with Peoples  Federal  receiving full repayment in December,
1996.  There  can be no  assurance  that the  allowance  for  losses on loans of
Peoples Federal will be adequate to cover losses on  nonperforming  loans in the
future.

OTHER OPERATING INCOME

Other operating income was $14,000 for the three months ended December 31, 1996,
an increase of $8,000 over the 1995 amount.  The increase was  primarily  due to
late payment fees on the  delinquent  loans  collected  in December  1996.  Also
included in other  operating  income are safe  deposit box  rentals,  negotiable
order of withdrawal account fees and service fees.



                               Page 14 of 17 Pages
<PAGE>


           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                      AND RESULTS OF OPERATIONS (CONTINUED)

                          PEOPLES FINANCIAL CORPORATION


               COMPARISON OF OPERATING RESULTS FOR THE THREE-MONTH
              PERIODS ENDED DECEMBER 31, 1996 AND 1995 (CONTINUED)



GENERAL, ADMINISTRATIVE AND OTHER EXPENSE

General,  administrative  and other expense increased by $42,000,  or 10.9%, for
the three months ended  December 31, 1996,  compared to the same period in 1995.
The  principal  component of the  increase  for 1996 over 1995 was  $35,000,  or
19.8%, in employee compensation and benefits, due to the hiring of new employees
and for costs accrued relative to the ESOP.

FEDERAL INCOME TAXES

Federal  income  taxes are based on earnings  before  taxes for the three months
ended  December 31, 1996 and 1995. The increase of $117,000 in the provision for
income taxes resulted  primarily from the $342,000  increase in earnings  before
income taxes. The effective tax rates were 33.3% for 1996, and 20.8% for 1995.



                               Page 15 of 17 Pages
<PAGE>



                                     PART II

                          PEOPLES FINANCIAL CORPORATION



ITEM 1.     LEGAL PROCEEDINGS
            Not applicable

ITEM 2.     CHANGES IN SECURITIES
            Not applicable

ITEM 3.     DEFAULTS UPON SENIOR SECURITIES
            Not applicable

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
            Not applicable

ITEM 5.     OTHER MATERIALLY IMPORTANT EVENTS
            Not applicable

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K
            (a) Exhibits

               27   Financial  data schedule for the three months ended December
                    31, 1996.

               99   Safe Harbor under the Private  Securities  Litigation Reform
                    Act of 1995  (incorporated by reference to the Annual Report
                    on Form 10-KSB for the fiscal year ended September 30, 1996,
                    filed  with  the  Securities  and  Exchange   Commission  on
                    December 26, 1996, Exhibit 99).

            (b) Reports on Form 8-K
                Not applicable



                               Page 16 of 17 Pages
<PAGE>



                                   SIGNATURES


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


                          PEOPLES FINANCIAL CORPORATION


Date: February 10, 1997                        By: Paul von Gunten
                                                   _____________________________
                                                   Paul von Gunten, President
                                                   and Chief Executive Officer

Date: February 10, 1997                        By: James R. Rinehart
                                                   _____________________________
                                                   James R. Rinehart, Treasurer



                               Page 17 of 17 Pages


<TABLE> <S> <C>


<ARTICLE> 9
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          SEP-30-1997
<PERIOD-START>                             OCT-01-1996
<PERIOD-END>                               DEC-31-1996
<CASH>                                             278
<INT-BEARING-DEPOSITS>                           7,467
<FED-FUNDS-SOLD>                                     0
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                     22,362
<INVESTMENTS-CARRYING>                          10,477
<INVESTMENTS-MARKET>                            10,670
<LOANS>                                         45,963
<ALLOWANCE>                                        196
<TOTAL-ASSETS>                                  89,242
<DEPOSITS>                                      64,160
<SHORT-TERM>                                         0
<LIABILITIES-OTHER>                                977
<LONG-TERM>                                          0
                                0
                                          0
<COMMON>                                        14,203
<OTHER-SE>                                       9,902
<TOTAL-LIABILITIES-AND-EQUITY>                  89,242
<INTEREST-LOAN>                                    940
<INTEREST-INVEST>                                  509
<INTEREST-OTHER>                                   117
<INTEREST-TOTAL>                                 1,566
<INTEREST-DEPOSIT>                                 782
<INTEREST-EXPENSE>                                 782
<INTEREST-INCOME-NET>                              784
<LOAN-LOSSES>                                        3
<SECURITIES-GAINS>                                   0
<EXPENSE-OTHER>                                    429
<INCOME-PRETAX>                                    366
<INCOME-PRE-EXTRAORDINARY>                         244
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       244
<EPS-PRIMARY>                                      .17
<EPS-DILUTED>                                      .17
<YIELD-ACTUAL>                                    7.20
<LOANS-NON>                                          0
<LOANS-PAST>                                         9
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                      0
<ALLOWANCE-OPEN>                                   193
<CHARGE-OFFS>                                        0
<RECOVERIES>                                         0
<ALLOWANCE-CLOSE>                                  196
<ALLOWANCE-DOMESTIC>                               196
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                              0
        


</TABLE>


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