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PFBX > SEC Filings for PFBX > Form 10-Q on 6-Nov-2009All Recent SEC Filings

Show all filings for PEOPLES FINANCIAL CORP /MS/ | Request a Trial to NEW EDGAR Online Pro

Form 10-Q for PEOPLES FINANCIAL CORP /MS/


6-Nov-2009

Quarterly Report


Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations
GENERAL
The Company is a one-bank holding company headquartered in Biloxi, Mississippi. It has two operating subsidiaries, PFC Service Corp. and The Peoples Bank, Biloxi, Mississippi (the "Bank"). The Bank provides a full range of banking, financial and trust services to state, county and local government entities and individuals and small and commercial businesses in Harrison, Hancock, Stone and Jackson counties in Mississippi.
The following presents Management's discussion and analysis of the consolidated financial condition and results of operations of Peoples Financial Corporation and Subsidiaries. These comments should be considered in combination with the Consolidated Financial Statements and Notes to Consolidated Financial Statements included in this report on Form 10-Q and the Consolidated Financial Statements, Notes to Consolidated Financial Statements and Management's Discussion and Analysis included in the Company's Form 10-K for the year ended December 31, 2008.
Forward-Looking Information
Congress passed the Private Securities Litigation Act of 1995 in an effort to encourage corporations to provide information about a company's anticipated future financial performance. This act provides a safe harbor for such disclosure which protects the companies from unwarranted litigation if actual results are different from management expectations. This report contains forward-looking statements and reflects industry conditions, company performance and financial results. These forward-looking statements are subject to a number of factors and uncertainties which could cause the Company's actual results and experience to differ from the anticipated results and expectations expressed in such forward-looking statements. Such factors and uncertainties include, but are not limited to: changes in interest rates and market prices, changes in local economic and business conditions, increased competition for deposits and loans, a deviation in actual experience from the underlying assumptions used to determine and establish the allowance for loan losses, changes in the availability of funds resulting from reduced liquidity, changes in government regulations and acts of terrorism, weather or other events beyond the Company's control.
Critical Accounting Policies
Certain critical accounting policies affect the more significant estimates and assumptions used in the preparation of the consolidated financial statements. The Company's single most critical accounting policy relates to its allowance for loan losses, which reflects the estimated losses resulting from the inability of its borrowers to make loan payments. If there was a deterioration of any of the factors considered by Management in evaluating the allowance for loan losses, the estimate of loss would be updated, and additional provisions for loan losses may be required.


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OVERVIEW
Net income for the third quarter of 2009 was $974,110 compared with a net loss of $1,053,644 for the third quarter of 2008, an increase in earnings of $2,027,754. Earnings in the third quarter of 2009 included an increase in FDIC assessments of $200,264 over 2008's results. In the third quarter of 2008, the Company recorded a charge to earnings for the impairment of its investment in Federal Home Loan Mortgage Corporation ("FHLMC") preferred stock of $2,964,000. Net income for the first nine months 2009 was $2,877,784 compared with $3,213,754 for the first nine months of 2008. Earnings for the nine months ended September 30, 2009 and 2008 were impacted by the provision for loan losses, the impairment loss of $2,964,000 recognized in the third quarter of 2008 and increased FDIC insurance assessments in 2009. The provision for the allowance for losses on loans was $3,725,000 in 2009 as compared with $2,095,000 in 2008. FDIC assessments for the nine months ended September 30, 2009 were $729,968 more than in the nine months ended September 30, 2008.
Monitoring asset quality and addressing potential losses in our loan portfolio continues to be emphasized during these tough economic times. The Company charged-off $7,066,761 in loans during the first nine months of 2009 as compared with only $822,441 for the same period in 2008. Approximately 64% of the charge-offs in 2009 related to three credit relationships in the residential development industry. Nonaccrual loans increased to $25,256,847 at September 30, 2009 as compared with $15,553,447 at December 31, 2008. This large increase is primarily attributable to the placement of one loan in the amount of $11,000,000 on nonaccrual at September 30, 2009. This credit is a performing loan, but was classified as nonaccrual by the banking regulators in their annual shared national credit review in the third quarter of 2009.
RESULTS OF OPERATIONS
Net Interest Income
Net interest income, the amount by which interest income on loans, investments and other interest earning assets exceeds interest expense on deposits and other borrowed funds, is the single largest component of the Company's income. Management's objective is to provide the largest possible amount of income while balancing interest rate, credit, liquidity and capital risk. Changes in the volume and mix of interest earning assets and interest-bearing liabilities combined with changes in market rates of interest directly affect net interest income.
The Federal Reserve, through the Federal Open Market Committee (the "Committee"), dropped the discount rate by a total of 200 basis points during the first quarter of 2008, and by another 200 basis points during the following three quarters of 2008. The Committee's actions were their attempt to stabilize financial markets as well as to stimulate the national economy and flow of capital. Typically, changes in the discount rate result in corresponding changes in prime interest rates. The impact of these rate reductions was significant to the Company's financial condition and results of operations.


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Quarter Ended September 30, 2009 as Compared with Quarter Ended September 30, 2008
The Company's average interest earning assets increased approximately $18,752,000, or 2%, from approximately $804,323,000 for the third quarter of 2008 to approximately $823,075,000 for the third quarter of 2009.
The average yield on earning assets decreased 110 basis points, from 5.39% for the third quarter of 2008 to 4.29% for the third quarter of 2009. The Company's loan portfolio generally has a 40%/60% blend of fixed/floating rate term. This results in the Company being more asset sensitive to market interest rates and generally is the cause of the decrease in interest income. The Company also lost interest income of approximately $43,000 due to loans being on nonaccrual during the quarter.
Average interest bearing liabilities increased approximately $31,110,000, or 5%, from approximately $662,140,000 for the third quarter of 2008 to approximately $693,250,000 for the third quarter of 2009. The average rate paid on interest bearing liabilities decreased 116 basis points, from 2.11% for the third quarter of 2008 to .95% for the third quarter of 2009.
The Company's net interest margin on a tax-equivalent basis, which is net interest income as a percentage of average earning assets, was 3.48% at September 30, 2009, down 18 basis points from 3.66% at September 30, 2008. Nine Months Ended September 30, 2009 as Compared with Nine Months Ended September 30, 2008
The Company's average interest earning assets increased approximately $14,519,000, or 2%, from approximately $812,956,000 for the first nine months of 2008 to approximately $827,475,000 for the first nine months of 2009. Also as a result of the Committee's actions, the average yield on earning assets decreased 135 basis points, from 5.59% for the first nine months of 2008 to 4.24% for the first nine months of 2009. The Company's loan portfolio generally has a 40%/60% blend of fixed/floating rate term. This results in the Company being more asset sensitive to market interest rates and generally is the cause of the decrease in interest income. The Company also lost interest income of approximately $334,000 due to loans being on nonaccrual during the first nine months of 2009.
Average interest bearing liabilities increased approximately $19,976,000, or 3%, from approximately $670,219,000 for the first nine months of 2008 to approximately $690,195,000 for the first nine months of 2009. The average rate paid on interest bearing liabilities decreased 127 basis points, from 2.42% for the first nine months of 2008 to 1.15% for the first nine months of 2009. The Company's net interest margin on a tax-equivalent basis, which is net interest income as a percentage of average earning assets, was 3.28% at September 30, 2009, down 31 basis points from 3.59% at September 30, 2008. The tables on the following pages analyze the changes in tax-equivalent net interest income for the quarters ended September 30, 2009 and 2008 and the nine months ended September 30, 2009 and 2008.


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          Analysis of Average Balances, Interest Earned/Paid and Yield
                                 (In Thousands)

                                      Three Months Ended September 30, 2009                      Three Months Ended September 30, 2008
                                   Average               Interest                            Average               Interest
                                   Balance             Earned/Paid           Rate            Balance              Earned/Paid           Rate

Loans (2)(3)                   $       466,954         $      5,028           4.30 %      $      472,088         $       6,603           5.59 %

Federal Funds Sold                       7,631                    5           0.26 %              11,397                    50           1.75 %

HTM:
Non taxable (1)                          3,201                   39           4.87 %               3,393                    52           6.13 %

AFS:
Taxable                                306,267                3,336           4.36 %             285,869                 3,738           5.23 %

Non taxable (1)                         34,848                  402           4.61 %              24,214                   362           5.98 %

Other                                    4,174                   10           0.96 %               7,362                    42           2.82 %


Total                          $       823,075         $      8,820           4.29 %      $      804,323         $      10,847           5.39 %

Savings & interest-
bearing DDA                    $       225,233         $        303           0.54 %      $      254,513         $         972           1.53 %

CD's                                   203,479                  769           1.51 %             184,393                 1,303           2.83 %

Federal funds purchased                209,578                  437           0.83 %             215,548                 1,111           2.06 %

FHLB advances                           54,960                  142           1.03 %               7,686                   103           5.36 %


Total                          $       693,250         $      1,651           0.95 %      $      662,140         $       3,489           2.11 %

Net tax-equivalent yield
on earning assets                                                             3.48 %                                                     3.66 %

(1) All interest earned is reported on a taxable equivalent basis using a tax rate of 34% in 2009 and 2008.

(2) Loan fees of $107,898 and $183,079 for 2009 and 2008, respectively, are included in these figures.

(3) Includes nonaccrual loans.


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          Analysis of Average Balances, Interest Earned/Paid and Yield
                                 (In Thousands)

                                      Nine Months Ended September 30, 2009                      Nine Months Ended September 30, 2008
                                  Average               Interest                            Average               Interest
                                  Balance             Earned/Paid           Rate            Balance             Earned/Paid           Rate

Loans (2)(3)                   $      470,290         $     15,233           4.32 %      $      461,948         $     20,711           5.98 %

Federal Funds Sold                      3,409                    7           0.27 %               7,024                  112           2.12 %

HTM:
Non taxable (1)                         3,286                  129           5.23 %               3,791                  178           6.26 %

AFS:
Taxable                               313,690                9,674           4.11 %             309,603               11,939           5.14 %

Non taxable (1)                        33,645                1,239           4.91 %              23,166                1,008           5.80 %

Other                                   3,155                   17           0.72 %               7,424                  143           2.57 %

Total                          $      827,475         $     26,299           4.24 %      $      812,956         $     34,091           5.59 %

Savings & interest-
bearing DDA                    $      235,388         $      1,540           0.87 %      $      253,197         $      3,032           1.60 %

CD's                                  198,821                2,486           1.67 %             201,571                5,080           3.36 %

Federal funds purchased               222,447                1,532           0.92 %             207,612                3,731           2.40 %

FHLB advances                          33,539                  413           1.64 %               7,839                  343           5.83 %


Total                          $      690,195         $      5,971           1.15 %      $      670,219         $     12,186           2.42 %

Net tax-equivalent yield
on earning assets                                                            3.28 %                                                    3.59 %

(1) All interest earned is reported on a taxable equivalent basis using a tax rate of 34% in 2009 and 2008.

(2) Loan fees of $395,114 and $592,391 for 2009 and 2008, respectively, are included in these figures.

(3) Includes nonaccrual loans.


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Provision for Loan Losses
In the normal course of business, the Company assumes risk in extending credit to its customers. This credit risk is managed through compliance with the loan policy, which is approved by the Board of Directors. The policy establishes guidelines relating to underwriting standards, including but not limited to financial analysis, collateral valuation, lending limits, pricing considerations and loan grading. A loan review process further assists with evaluating credit quality and assessing potential performance issues. Loan delinquencies and deposit overdrafts are closely monitored in order to identify developing problems as early as possible. In addition, the Company continuously monitors its relationships with its loan customers in concentrated industries such as gaming and hotel/motel, as well as the exposure for out of area, construction and land development, and commercial real estate loans, and their direct and indirect impact on its operations. A watch list of credits which pose a potential loss to the Company is prepared based on the loan grading system. This list forms the foundation of the Company's allowance for loan loss computation. With the recent economic downturn and its impact in the housing market during the last year, the Company has closely evaluated its residential development loan portfolio. Potential losses on these loans have been estimated based on the best available information. The Company has charged-off $7,067,238 during the first three quarters of 2009, $4,548,423 of which related to residential developments. Based on its on-going analysis, the Company recorded a provision for loan losses of $1,875,000 during the third quarter of 2009 and $3,725,000 for the nine months ended September 30, 2009 in order to adequately provide for further potential losses. Of the allowance for loan losses of $8,106,588 at September 30, 2009, approximately 43%, or $3,501,647, related to three credit relationships.
The allowance for loan losses is an estimate, and as such, events may occur in the future which may affect its accuracy. The Company anticipates that it is possible that additional information will be gathered in future quarters which may require an adjustment to the allowance for loan losses. Management will continue to closely monitor its portfolio and take such action as it deems appropriate to accurately report its financial condition and results of operations.
Non-interest income
Total non-interest income decreased $215,812 for the third quarter of 2009 as compared with the third quarter of 2008. Contributing to this decrease is the reduction in trust department income and fees of $51,661 as a result of the decrease in market value, on which fees are based, of personal trust accounts. Total non-interest income also was impacted by the decrease in other income of $154,800 for the third quarter of 2009 as compared with the third quarter of 2008 due largely to the gain from the sale of the bank subsidiary's merchant card portfolio in 2008.
Total non-interest income decreased $595,522 for the first nine months of 2009 as compared with the first nine months of 2008. Contributing to this decrease is the reduction in trust department income and fees of $218,760 as a result of the decrease in market value, on which fees are based, of personal trust accounts. A loss of $149,517 on the Company's investment in preferred stock of an unaffiliated bank holding company was recognized as the FDIC closed that company's bank subsidiary during


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2009. Other income during the first nine months of 2008 included gains from the sale of bank premises of $142,607.
Non-interest expense
Total non-interest expense decreased $2,956,203 for the third quarter of 2009 as compared with the third quarter of 2008. During the third quarter of 2008, the Company recorded a charge to earnings for the impairment of its investment in FHLMC preferred stock of $2,964,000, which is included in Other Expense. Total non-interest expense decreased $2,346,208 for the first nine months of 2009 as compared with the first nine months of 2008 as occupancy expense and other expense increased.
Occupancy expenses increased $211,777 for the first nine months of 2009 compared with the first nine months of 2008. Contributing to this increase was an increase in insurance costs of $107,550 and telephone expense of $71,613. Included in the decrease of $2,647,632 in other expense for the first nine months of 2009 as compared with the first nine months of 2008 are the impairment charge on the FHLMC preferred stock of $2,964,000 in 2008. Income Taxes
Income taxes increased $640,000 for the third quarter of 2009 as compared with the third quarter of 2008, and decreased $1,183,000 for the first nine months of 2009 as compared with the first nine months of 2008. These fluctuations were the result of the overall increase in taxable earnings for the third quarter of 2009 as compared with the third quarter of 2008 and the overall decrease in taxable earnings for first nine months of 2009 as compared with the first nine months of 2008, respectively. Other factors in these fluctuations were the increase in non-taxable income as a component of total income and the effect of tax credits in 2009.
FINANCIAL CONDITION
The Company increased its investment in Federal Home Loan Bank ("FHLB") stock to $3,523,800 as a prerequisite to increasing its borrowing with the FHLB.


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The composition of the loan portfolio was as follows:

                                                                    September 30, 2009          December 31, 2008

Real estate, construction                                          $       99,936,020          $     118,455,302
Real estate, mortgage                                                     300,622,822                290,458,002
Loans to finance agricultural production                                    2,028,883                  3,177,723
Commercial and industrial loans                                            50,036,294                 43,311,552
Loans to individuals for household, family and other
consumer expenditures                                                       9,979,166                 10,201,518
Obligations of states and political subdivisions                            3,419,078                  1,733,194
All other loans                                                                                           39,748


Total                                                              $      466,022,263          $     467,377,039

Accrued interest receivable decreased $461,749 during the first nine months of 2009 as a result of the decrease in the yield on interest-earning assets. Other real estate increased $2,348,286 at September 30, 2009 as compared with December 31, 2008 as a result of the foreclosure on non-performing loans. Of the total increase, $1,794,983 related to one credit relationship. Other assets increased $789,733 at September 30, 2009 as compared with December 31, 2008. Income taxes receivable increased by $661,571 at September 30 as a result of tax credits.
Total deposits increased $31,091,673 at September 30, 2009, as compared with December 31, 2008. Fluctuations among the different types of deposits represent recurring activity for the Company. During the first nine months of 2009, time deposits of $100,000 or more have increased by $56,147,106 as a result of the acquisition of $55,342,000 in brokered deposits. In October 2009, $20,000,000 of these brokered deposits matured.
Federal funds purchased and securities sold under agreements to repurchase primarily include the bank subsidiary's funds management account, which is a non-deposit product. Balances in the funds management accounts decreased $30,025,640 at September 30, 2009, as compared with December 31, 2008, as the result of the periodic reallocation of funds by certain customers between deposit products and non-deposit products.
SHAREHOLDERS' EQUITY AND CAPITAL ADEQUACY As a part of its on-going stock repurchase program, the Company repurchased and retired 127,571 shares of its common stock, at a total repurchase price of $2,366,559 during the first nine months of 2009.
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


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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 12.61% at September 30, 2009, which is well above the regulatory minimum of 6.00%. Management continues to emphasize the importance of maintaining the appropriate capital levels of the Company and has established the goal of maintaining its primary capital ratio at 8.00%, which is the minimum requirement for classification as being "well-capitalized" by the banking regulatory authorities.
LIQUIDITY
Liquidity represents the Company's ability to adequately provide funds to satisfy demands from depositors, borrowers and other commitments by either converting assets to cash or accessing new or existing sources of funds. Management monitors these funds requirements in such a manner as to satisfy these demands and provide the maximum earnings on its earning assets. Deposits, payments of principal and interest on loans, proceeds from maturities of investment securities and earnings on investment securities are the principal sources of funds for the Company.
Borrowings from the Federal Home Loan Bank, federal funds sold and federal funds purchased are utilized by the Company to manage its daily liquidity position. During the second quarter of 2009, the Company was approved to participate in the Federal Reserve Bank Discount Window Primary Credit Program and may draw upon this resource for liquidity as needed. During the third quarter of 2009, the Company successfully tested this liquidity source.
REGULATORY MATTERS
During the quarter ended September 30, 2009, Management identified opportunities for improving risk management, addressing asset quality concerns, managing concentrations of credit risk and ensuring sufficient liquidity at the Bank as the result of its own investigation as well as examinations performed by certain bank regulatory agencies. In concert with the regulators, the Company has identified specific corrective steps and actions to enhance its risk management, asset quality and liquidity policies, controls and procedures. The Bank, without the prior written approval of its regulators, may not declare or pay any cash dividends.
Item 4: Controls and Procedures
As of September 30, 2009, an evaluation was performed under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer of the effectiveness of the Company's disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)). Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that the Company's disclosure controls and procedures are effective to ensure that the information required to be disclosed by the Company in the reports it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms.


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There were no changes in the Company's internal control over financial reporting that occurred during the period ended September 30, 2009 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

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