Attached files
file | filename |
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10-K - 10-K - PEOPLES FINANCIAL CORP /MS/ | d71305e10vk.htm |
EX-32.1 - EX-32.1 - PEOPLES FINANCIAL CORP /MS/ | d71305exv32w1.htm |
EX-32.2 - EX-32.2 - PEOPLES FINANCIAL CORP /MS/ | d71305exv32w2.htm |
EX-23.1 - EX-23.1 - PEOPLES FINANCIAL CORP /MS/ | d71305exv23w1.htm |
EX-31.1 - EX-31.1 - PEOPLES FINANCIAL CORP /MS/ | d71305exv31w1.htm |
EX-13.2 - EX-13.2 - PEOPLES FINANCIAL CORP /MS/ | d71305exv13w2.htm |
EX-31.2 - EX-31.2 - PEOPLES FINANCIAL CORP /MS/ | d71305exv31w2.htm |
Exhibit
13.1
Exhibit
13.1: Annual Report to Shareholders
THIS PAGE LEFT BLANK
INTENTIONALLY
INTENTIONALLY
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
AND RESULTS OF OPERATIONS
Peoples Financial Corporation (the Company) is a one-bank holding company headquartered in
Biloxi, MS. The following presents Managements discussion and analysis of the consolidated
financial condition and results of operations of the Company and its consolidated subsidiaries for
the years ended December 31, 2009, 2008 and 2007. These comments highlight the significant events
for these years and should be considered in combination with the Consolidated Financial Statements
and Notes to Consolidated Financial Statements included in this annual report.
FORWARD-LOOKING INFORMATION
Congress passed the Private Securities Litigation Act of 1995 in an effort to encourage
corporations to provide information about a companys 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 Companys 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
Companys 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 Companys 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.
OVERVIEW
The Company is a community bank serving the financial and trust needs of its customers in
Harrison, Hancock, Jackson and Stone Counties in Mississippi. Maintaining a strong core deposit
base and commercial and real estate lending in that trade area are the traditional focus of the
Company. Growth has largely been achieved through de novo activity, and it is expected that these
principles will continue to be emphasized.
With the focus of our core business being on the Mississippi Gulf Coast, the local economy impacts
the Companys business. Additionally, the Company is impacted by national economic trends, as the
actions taken by the Federal Reserve touch all financial institutions. The interest rate
reductions in 2007 and 2008, the continuing decline in the value of real estate and general
economic downturn have affected the Companys results. Managing the net interest margin in the
Companys highly competitive market and in context of the larger national economic conditions has
been very challenging and will continue to be so for the foreseeable future.
Net income for 2009 was $3,220,473 compared with $5,033,690 for 2008. The results for 2009 included
increased provisions for loan losses of $2,878,000 and FDIC insurance assessments of $1,259,560 as
compared with 2008. Net interest income for 2009 was $1,721,687 less than the prior year as a
result of the decrease in net yield. Earnings in 2008 included an impairment loss of $2,964,000 on
the Companys investment in Federal Home Loan Mortgage Corporation preferred stock.
Monitoring asset quality and addressing potential losses in our loan portfolio continues to be
emphasized during these tough economic times. During 2009, non-performing loans, particularly
non-accrual loans, increased significantly. The Company charged-off $9,080,407 in loans during
2009 as compared with only $1,284,000 during 2008. Approximately 68% of the charge-offs in 2009
related to three credit relationships in the residential development industry. Nonaccrual loans
increased to $22,005,748 at December 31, 2009 as compared with $15,553,447 at December 31, 2008.
Nonaccrual loans at December 31, 2009 include one loan with a balance of $9,843,129, which 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.
Total assets decreased to $869,006,899 at December 31, 2009 from $896,407,501 at December 31,
2008. This decrease was primarily attributable to the net decrease in available for sale
securities of $29,027,635 during 2009. As a result of decreasing interest rates, approximately
$140,000,000 of these securities were called in 2009. Proceeds from these calls, as well as from
two sales of available for sale securities, funded liquidity needs and any remaining funds were
re-invested in U.S. Agencies.
1
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 Companys income. Managements 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 Open Market Committee (the Committee), a component of the Federal Reserve System, is
charged under United States law with overseeing the nations open market operations by making key
decisions about interest rates and the growth of the United States money supply. During 2007 and
2008, the Committee dropped the fed funds rate by a total of 500 basis points, which resulted in
similar decreases in prime interest rates during this time. The fed funds rate did not change in
2009. The Committees actions were a part of the U.S. Governments larger plan to stabilize the
financial markets and stimulate the national economy and flow of capital. The impact of these rate
reductions was significant to the Companys financial condition and results of operations.
2009 as compared with 2008
The Companys average interest-earning assets increased approximately $14,784,000, or 2%, from
approximately $804,842,000 for 2008 to approximately $819,626,000 for 2009.
Also as a result of the Committees actions, the average yield on earning assets decreased 122
basis points, from 5.48% for 2008 to 4.26% for 2009. The Companys 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.
Average interest-bearing liabilities increased approximately $17,288,000, or 3%, from approximately
$664,738,000 for 2008 to approximately $682,026,000 for 2009. The decrease in time deposits that
began in 2008 as a result of rate competition was reversed by the acquisition of brokered deposits
during 2009. The average rate paid on interest-bearing liabilities decreased 116 basis points, from
2.25% for 2008 to 1.09% for 2009.
The Companys net interest margin on a tax-equivalent basis, which is net interest income as a
percentage of average earning assets, was 3.36% at December 31, 2009, down 26 basis points from
3.62% at December 31, 2008.
2008 as compared with 2007
The Companys average interest-earning assets decreased approximately $68,296,000, or 8%, from
approximately $873,138,000 for 2007 to approximately $804,842,000 for 2008. As a direct result of
the Committees rate reductions, available for sale securities with a par value of $184,000,000
were called during 2008.
Also as a result of the Committees actions, the average yield on earning assets decreased 98 basis
points, from 6.46% for 2007 to 5.48% for 2008. The Companys 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. In addition, the
proceeds from the called securities that were reinvested in similar securities were at lower
interest rates.
Average interest-bearing liabilities decreased approximately $51,179,000, or 7%, from
approximately $715,917,000 for 2007 to approximately $664,738,000 for 2008. The average rate paid
on interest-bearing liabilities decreased 131 basis points, from 3.56% for 2007 to 2.25% for 2008.
The Companys trade area generally experiences a very competitive interest rate environment for
deposits. Beginning in 2007 and continuing into 2008, this competition ramped up significantly. In
some cases, the Company chose to not match higher rates offered to our customers by competitors. As
a result, retail time deposits of $100,000 or more decreased during 2008. This strategy resulted in
a favorable improvement in the yield on interest-bearing liabilities as well as an overall
reduction in total deposits in 2008 as compared with 2007.
The Companys net interest margin on a tax-equivalent basis, which is net interest income as a
percentage of average earning assets, was 3.62% at December 31, 2008, up 7 basis points from 3.55%
at December 31, 2007.
The tables on the following page analyze the changes in tax-equivalent net interest income for the
years ended December 31, 2009 and 2008 and the years ended December 31, 2008 and 2007.
2
ANALYSIS OF AVERAGE BALANCES, INTEREST EARNED/PAID AND YIELD (IN THOUSANDS)
2009 | 2008 | |||||||||||||||||||||||
Average Balance | Interest Earned/Paid | Rate | Average Balance | Interest Earned/Paid | Rate | |||||||||||||||||||
Loans (2) (3) |
$ | 467,992 | $ | 20,189 | 4.31 | $ | 463,505 | $ | 26,874 | 5.80 | ||||||||||||||
Federal Funds Sold |
3,227 | 8 | 0.25 | 5,694 | 122 | 2.14 | ||||||||||||||||||
Held to maturity: |
||||||||||||||||||||||||
Non taxable (1) |
3,265 | 172 | 5.27 | 3,691 | 230 | 6.23 | ||||||||||||||||||
Available for sale: |
||||||||||||||||||||||||
Taxable |
307,332 | 12,840 | 4.18 | 304,536 | 15,331 | 5.03 | ||||||||||||||||||
Non taxable (1) |
34,437 | 1,699 | 4.93 | 24,394 | 1,433 | 5.87 | ||||||||||||||||||
Other |
3,373 | 17 | .50 | 3,022 | 148 | 4.90 | ||||||||||||||||||
Total |
$ | 819,626 | $ | 34,925 | 4.26 | $ | 804,842 | $ | 44,138 | 5.48 | ||||||||||||||
Savings and demand,
interest bearing |
$ | 232,916 | $ | 1,831 | .79 | $ | 251,792 | $ | 3,856 | 1.53 | ||||||||||||||
Time deposits |
192,893 | 3,135 | 1.63 | 191,904 | 6,094 | 3.18 | ||||||||||||||||||
Federal funds
purchased and
securities sold
under agreements
to repurchase |
217,509 | 1,905 | .88 | 210,049 | 4,521 | 2.15 | ||||||||||||||||||
Borrowings from FHLB |
38,708 | 530 | 1.37 | 10,993 | 492 | 4.48 | ||||||||||||||||||
Total |
$ | 682,026 | $ | 7,401 | 1.09 | $ | 664,738 | $ | 14,963 | 2.25 | ||||||||||||||
Net tax-equivalent yield
on earning assets |
3.36 | 3.62 | ||||||||||||||||||||||
2008 | 2007 | |||||||||||||||||||||||
Average Balance | Interest Earned/Paid | Rate | Average Balance | Interest Earned/Paid | Rate | |||||||||||||||||||
Loans (2) (3) |
$ | 463,505 | $ | 26,874 | 5.80 | $ | 428,447 | $ | 33,642 | 7.85 | ||||||||||||||
Federal Funds Sold |
5,694 | 122 | 2.14 | 5,763 | 295 | 5.12 | ||||||||||||||||||
Held to maturity: |
||||||||||||||||||||||||
Taxable |
21,443 | 1,082 | 5.05 | |||||||||||||||||||||
Non taxable (1) |
3,691 | 230 | 6.23 | 4,780 | 302 | 6.32 | ||||||||||||||||||
Available for sale: |
||||||||||||||||||||||||
Taxable |
304,536 | 15,331 | 5.03 | 388,577 | 19,822 | 5.10 | ||||||||||||||||||
Non taxable (1) |
24,394 | 1,433 | 5.87 | 18,864 | 1,109 | 5.88 | ||||||||||||||||||
Other |
3,022 | 148 | 4.90 | 5,264 | 199 | 3.78 | ||||||||||||||||||
Total |
$ | 804,842 | $ | 44,138 | 5.48 | $ | 873,138 | $ | 56,451 | 6.46 | ||||||||||||||
Savings and demand,
interest bearing |
$ | 251,792 | $ | 3,856 | 1.53 | $ | 268,710 | $ | 5,358 | 1.99 | ||||||||||||||
Time deposits |
191,904 | 6,094 | 3.18 | 213,167 | 9,356 | 4.39 | ||||||||||||||||||
Federal funds
purchased and
securities sold
under agreements
to repurchase |
210,049 | 4,521 | 2.15 | 225,246 | 10,212 | 4.53 | ||||||||||||||||||
Borrowings from FHLB |
10,993 | 492 | 4.48 | 8,794 | 526 | 5.98 | ||||||||||||||||||
Total |
$ | 664,738 | $ | 14,963 | 2.25 | $ | 715,917 | $ | 25,452 | 3.56 | ||||||||||||||
Net tax-equivalent yield
on earning assets |
3.62 | 3.55 | ||||||||||||||||||||||
(1) | All interest earned is reported on a taxable equivalent basis using a tax rate of 34% in 2009 and 2008 and 35% in 2007. | |
(2) | Loan fees of $476, $786 and $854 for 2009, 2008 and 2007, respectively, are included in these figures. | |
(3) | Includes nonaccrual loans. |
3
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, land, development, construction 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 Companys allowance for loan loss computation.
Management relies on its guidelines and existing methodology to monitor the performance of its loan
portfolio and to identify and estimate potential losses based on the best available information.
The recent economic downturn and its impact in the housing market during the last eighteen months
resulted in increased scrutiny of the Companys residential development loan portfolio. At December
31, 2009, three residential development credit relationships with a total balance of $6,542,612
represented $1,323,872 of total allowance of $7,827,806. During 2009, the Companys on-going,
systematic evaluation resulted in the Company recording a provision for loan losses of $5,225,000
and $2,347,000 in 2009 and 2008, respectively. In 2007, the Company recorded a negative provision
of $1,405,000, effectively reversing part of the Katrina-related provision from 2005.
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
During 2008, the Company recorded a charge to earnings for the other-than-temporary impairment of
its investment in FHLMC preferred stock of $2,964,000. This resulted in an increase in non-interest
income in 2009 as compared with 2008 and a decrease in non-interest income in 2008 as compared
with 2007.
Total non-interest income increased $2,878,172 in 2009 as compared with 2008. In addition to the
impact of the impairment loss, non-interest income in 2009 was affected by the change in trust
department income and fees, gains on the liquidation, sale and calls of securities, gain (loss) on
other investments and other income. The decrease in trust department income and fees of $274,258
was the result of the decrease in market value, on which fees are based, of personal trust
accounts. In 2009, the Company realized a gain on the sale of securities of $869,123 as compared
with only $397,852 in 2008. In 2009, the Companys investment in a low-income housing partnership
resulted in a gain of $146,979 as compared with a loss of $270,676 in 2008 as a result of the
completion of renovations in 2009 which resulted in increased occupancy. Other income in 2008
included a gain of $150,000 from the sale of the bank subsidiarys merchant card portfolio.
Total non-interest income decreased $2,499,043 in 2008 as compared with 2007. During 2008, the
Company recorded a charge to earnings for the other-than-temporary impairment of its investment in
FHLMC preferred stock of $2,964,000. During 2008, a gain of $397,852 from sales, calls and
liquidation of available for sale securities was recorded as compared with a loss of $605,813 from
such activity in 2007. Also during 2008, the Company recorded a loss of $270,676 from its
investment in a low income housing partnership.
Non-interest expense
Total non-interest expense increased $1,114,702 for 2009 as compared with 2008. The largest
component of this increase was from FDIC assessments, which were $1,259,560 larger in 2009 than in
2008. Salaries and employee benefits decreased $198,477 for 2009 as compared with 2008. This change
included a decrease in salaries and related payroll tax expense of $480,503 as a result of a hiring
freeze and loss of employees through attrition and elimination of Management bonuses in 2009. This
decrease was partially offset by an increase in costs of $180,209 for the Companys liability for a
deferred compensation plan as the discount rate used to compute the liability was changed to bring
the plan into alignment with other plans. Changes in other salaries and employee benefit components
include the increase in health insurance costs of $317,490 and the increase of $196,400 for the
retiree health plan. Net occupancy expense increased by $280,761 in 2009 as a result of the
increase in property taxes of $102,132, the increase in insurance costs of $71,618 and the increase
in telephone expense of $103,454. Property taxes increased as banking premises in Jackson County
was reassessed and facilities in Pass Christian and Biloxi were added to the tax rolls. Like most
other businesses on the Mississippi Gulf Coast, the Companys insurance costs continue to rise. The
cost of additional data line availability for technology upgrades in 2009 resulted in increased
telephone expenses.
Total non-interest expense increased $1,257,896 for 2008 as compared with 2007. Equipment rentals,
depreciation and maintenance expense increased by $645,221 in 2008, primarily as a result of
depreciation expense on banking premises which were placed into service after March 31, 2007. Other
expense increased $601,086 during 2008 primarily as a result of an increase in accounting and legal
fees of $537,645. These increases were the
result of the outsourcing of the I/T internal audit function, an increase in external audit fees
and legal fees associated with litigation and other matters in the ordinary course of the Companys
business.
4
FINANCIAL CONDITION
Available for sale securities decreased $29,027,635 at December 31, 2009, compared with
December 31, 2008. The Committee reduced the fed funds rate by 400 basis points during 2008, which
resulted in more than $140,000,000 of the Companys U.S. Agency securities being called during the
year. While some of these proceeds were reinvested in U.S. Agency securities, the remaining funds
were utilized in the Companys daily management of its liquidity needs.
The Companys held to maturity portfolio was invested solely in debt securities issued by state
and political subdivisions at December 31, 2009 and December 31, 2008.
The Company increased its investment in Federal Home Loan Bank common stock by $2,945,200 in order
to increase its borrowing ability from that agency.
Gross loans decreased $2,400,748 at December 31, 2009 as compared with December 31, 2008. During
2009, regularly schedule principal payments and maturities as well as charge-offs totaling
$9,080,000 outpaced new loans.
Other real estate increased by $1,124,131 at December 31, 2009 as compared with December 31, 2008.
As problem loans increased during 2009, the Company was forced to foreclose on the collateral
securing its loans more often. Other real estate increased to more than $3,000,000 during the year;
however, the Company has been able to sell two large parcels worth more than $1,700,000 at a gain
of $172,739.
Accrued interest receivable decreased $798,015 at December 31, 2009 as compared with December 31,
2008 as a result of the decrease in yields earned on interest-earning assets.
FDIC assessments increased by $4,906,212 as assessments for 2010 2012 were prepaid on December
30, 2009.
Other assets decreased $985,902 at December 31, 2009 as compared with December 31, 2008. Prepaid
expenses decreased by $694,938 at December 31, 2009 as compared with December 31, 2008 as
multi-year payments amortized. At December 31, 2008, the Company recorded federal income taxes
receivable of $704,146 as a result of overpayments during that year, while at December 31, 2009,
the Company had a liability for federal income taxes of $118,000.
Total deposits decreased $39,774,107 at December 31, 2009, as compared with December 31, 2008.
Fluctuations among the different types of deposits represent recurring activity for the Company.
This significant decrease primarily resulted from the Companys decision to not match higher rates
offered to our customers by competitors. The Company anticipates that deposits will continue at or
near their present level during 2010. Federal funds purchased and securities sold under agreements
to repurchase decreased $52,178,354 at December 31, 2009 as compared with December 31, 2008 as the
Company rested its correspondent lines of credit in favor of borrowing from the Federal Home Loan
Bank at the end of 2009. The Company will continue to utilize federal funds purchased as an
important source of liquidity.
Borrowings from the Federal Home Loan Bank increased $67,332,766 at December 31, 2009 as compared
with December 31, 2008. During 2009, the Company increased its borrowing lines with the Federal
Home Loan Bank in order to expand its liquidity options.
SHAREHOLDERS EQUITY AND CAPITAL ADEQUACY
Strength, security and stability have been hallmarks 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. The
primary and risk-based capital ratios are important indicators of the strength of a Companys
capital. These figures are presented in the Five-Year Comparative Summary of Selected Financial
Information.
The measure of capital adequacy which is currently used by Management to evaluate the strength of
the Companys capital is the primary capital ratio which was 12.49% at December 31, 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.
Significant transactions affecting shareholders equity during 2009 are described in Note K. The
Statement of Shareholders Equity also presents all activity in the Companys equity accounts.
LIQUIDITY
Liquidity represents the Companys 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. Note L discloses information relating to financial instruments with
off-balance-sheet risk, including letters of credit and outstanding unused loan commitments. The
Company closely monitors the potential effects of
funding these commitments on its liquidity position. Management monitors these funding requirements
in such a manner as to satisfy these demands and to provide the maximum return on its earning
assets.
The Company monitors its liquidity position diligently through a number of methods, including
through the computation of liquidity and dependency ratios on a monthly basis. The formula for
these ratios are those used for the Uniform Bank Performance Report, such that the Company may
monitor and evaluate its own risk, but also compare itself to its peers. Management carefully
monitors its liquidity needs, particularly relating to potentially volatile deposits, and the
Company has encountered no problems with meeting its liquidity needs.
5
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. The Company generally anticipates using these sources of funds, as well as purchases of
federal funds and borrowings from the Federal Home Loan Bank for its liquidity needs in 2010.
During 2009, the Company received approval to participate in the Federal Reserve Banks Discount
Window Primary Credit Program. The Company intends to use this program as a part of its liquidity
contingency plans only.
REGULATORY MATTERS
During 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 a 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 Company and the Bank may not declare or pay any cash dividends
without the prior written approval of their regulators.
OFF-BALANCE SHEET ARRANGEMENTS
The Company is a party to off-balance-sheet arrangements in the normal course of business to
meet the financing needs of its customers. The Company uses the same credit policies in making
commitments and conditional obligations as it does for on-balance-sheet arrangements. Since some
of the commitments and irrevocable letters of credit may expire without being drawn upon, the
total amount does not necessarily represent future cash requirements. As discussed previously, the
Company carefully monitors its liquidity needs and considers its cash requirements, especially for
loan commitments, in making decisions on investments and obtaining funds from its other sources.
Further information relating to off-balance-sheet instruments can be found in Note M.
EMERGENCY ECONOMIC STABILIZATION ACT
The Emergency Economic Stabilization Act of 2008 (the Act) was enacted to restore liquidity
and stability to the financial system. The Troubled Asset Relief Program (TARP) is one of the
provisions of the Act. The Company did not participate in TARP. The Act also temporarily raised
the basic limit on federal deposit insurance coverage from $100,000 to $250,000 per depositor and
will be in effect through December 31, 2013. Additionally, the Federal Deposit Insurance
Corporation (FDIC) announced on October 14, 2008, a new program, the Temporary Liquidity
Guarantee Program (TLGP), which guarantees newly issued senior unsecured debt of banks, thrifts,
and certain holding companies, and provides full coverage of non-interest bearing deposit
transaction accounts, regardless of dollar amount. The Company is participating in TLGP.
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Market risk is the risk of loss arising from adverse changes in market prices and rates.
Interest rate risk is the most significant market risk affecting the Company. Other types of market
risk, such as foreign currency exchange rate risk and commodity price risk, do not arise in the
normal course of the Companys business activities. Also, the Company does not currently, and has
no plans to, engage in trading activities or use derivative or off-balance sheet instruments to
manage interest rate risk.
The Company has risk management policies in place to monitor and limit exposure to market risk.
The Asset/Liability Committee (ALCO Committee), whose members include the chief executive
officer and senior and middle management from the financial, lending, investing and deposit areas,
is responsible for the day-to-day operating guidelines, approval of strategies affecting net
interest income and coordination of activities within policy limits established by the Board of
Directors based on the Companys tolerance for risk. Specifically, the key objectives of the
Companys asset/liability management program are to manage the exposure of planned net interest
margins to unexpected changes due to interest rate fluctuations. These efforts will also affect
loan pricing policies, deposit interest rate policies, asset mix and volume guidelines and
liquidity. The ALCO Committee utilizes a number of tools in its activities, including software to
assist with interest rate risk management and balance sheet management. The ALCO Committee reports
to the Board of Directors on a quarterly basis.
The Company has implemented a conservative approach to its asset/liability management. The net
interest margin is managed on a daily basis largely as a result of the management of the liquidity
needs of the bank subsidiary. The Company generally follows a policy of investing in short term U.
S. Treasury Bills and U. S. Agency securities with maturities of two years or less. Due to the low
interest rate environment, the duration of investments has been extended to seven years or less
with call provisions. The loan portfolio consists of a 40% /60% blend of fixed and floating rate
loans. It is the general loan policy to offer loans with maturities of five years or less; however
the market is now dictating floating rate terms to be extended to fifteen years. During 2009, the
Company began including floors on variable rate loans in the management of its interest margin. On
the liability side, more than 68% of the deposits are demand and savings transaction accounts.
Additionally, approximately 65% of the certificates of deposit mature within eighteen months.
Since the Companys deposits are generally not rate-sensitive, they are considered to be core
deposits. The short term nature of the financial assets and liabilities allows the Company to meet
the dual requirements of liquidity and interest rate risk management.
The interest rate sensitivity tables on the next page provide additional information about the
Companys financial instruments that are sensitive to changes in interest rates. The negative gap
in 2010 is mitigated by the nature of the Companys deposits, whose characteristics have been
previously described. The tabular disclosure reflects contractual interest rate repricing dates
and contractual maturity dates. Loan maturities have been adjusted for the reserve for loan
losses. There have been no adjustments for such factors as prepayment risk, early calls of
investments, the effect of the maturity of balloon notes or the early withdrawal of deposits. The
Company does not believe that the aforementioned factors have a significant impact on expected
maturity.
6
Interest rate sensitivity at December 31, 2009 was as follows (in thousands):
12/31/09 | ||||||||||||||||||||||||||||||||
FAIR | ||||||||||||||||||||||||||||||||
2010 | 2011 | 2012 | 2013 | 2014 | BEYOND | TOTAL | VALUE | |||||||||||||||||||||||||
Loans, net |
$ | 310,429 | $ | 42,856 | $ | 41,335 | $ | 28,025 | $ | 19,958 | $ | 14,545 | $ | 457,148 | $ | 460,588 | ||||||||||||||||
Average rate |
4.33 | % | 6.50 | % | 5.58 | % | 6.80 | % | 6.00 | % | 4.92 | % | 5.05 | % | ||||||||||||||||||
Securities |
19,662 | 6,276 | 14,394 | 30,719 | 20,480 | 232,157 | 323,688 | 323,828 | ||||||||||||||||||||||||
Average rate |
3.19 | % | 4.42 | % | 3.80 | % | 3.24 | % | 3.23 | % | 4.68 | % | 4.28 | % | ||||||||||||||||||
Total Financial Assets |
330,091 | 49,132 | 55,729 | 58,744 | 40,438 | 246,702 | 780,836 | 784,426 | ||||||||||||||||||||||||
Average rate |
4.28 | % | 6.31 | % | 5.24 | % | 5.58 | % | 5.02 | % | 4.69 | % | 4.82 | % | ||||||||||||||||||
Interest Bearing Deposits |
359,363 | 7,756 | 4,168 | 1,723 | 1,149 | 1 | 374,160 | 375,052 | ||||||||||||||||||||||||
Average rate |
1.96 | % | 2.80 | % | 3.07 | % | 2.68 | % | 2.68 | % | 2.52 | % | 2.03 | % | ||||||||||||||||||
Federal funds purchased and securities
sold under agreements to repurchase |
174,431 | 174,431 | 174,431 | |||||||||||||||||||||||||||||
Average rate |
0.75 | % | 0.75 | % | ||||||||||||||||||||||||||||
Long-term funds |
102,178 | 196 | 196 | 196 | 196 | 1,308 | 104,270 | 105,815 | ||||||||||||||||||||||||
Average rate |
4.86 | % | 4.81 | % | 4.81 | % | 4.81 | % | 4.81 | % | 4.81 | % | 4.86 | % | ||||||||||||||||||
Total Financial Liabilities |
635,972 | 7,952 | 4,364 | 1,919 | 1,345 | 1,309 | 652,861 | 655,298 | ||||||||||||||||||||||||
Average rate |
2.92 | % | 2.88 | % | 3.19 | % | 3.04 | % | 3.18 | % | 4.81 | % | 2.94 | % |
Interest rate sensitivity at December 31, 2008 was as follows (in thousands):
12/31/08 | ||||||||||||||||||||||||||||||||
FAIR | ||||||||||||||||||||||||||||||||
2009 | 2010 | 2011 | 2012 | 2013 | BEYOND | TOTAL | VALUE | |||||||||||||||||||||||||
Loans, net |
$ | 293,576 | $ | 33,159 | $ | 46,649 | $ | 37,308 | $ | 28,744 | $ | 16,827 | $ | 456,263 | $ | 461,113 | ||||||||||||||||
Average rate |
4.23 | % | 6.27 | % | 6.03 | % | 6.21 | % | 6.92 | % | 5.17 | % | 5.80 | % | ||||||||||||||||||
Securities |
45,717 | 45,286 | 35,065 | 24,812 | 30,053 | 168,883 | 349,816 | 349,860 | ||||||||||||||||||||||||
Average rate |
3.44 | % | 2.67 | % | 4.08 | % | 4.40 | % | 3.83 | % | 5.40 | % | 4.42 | % | ||||||||||||||||||
Total Financial Assets |
339,293 | 78,445 | 81,714 | 62,120 | 58,797 | 185,710 | 806,079 | 810,973 | ||||||||||||||||||||||||
Average rate |
4.14 | % | 4.95 | % | 5.37 | % | 5.63 | % | 5.79 | % | 5.38 | % | 5.29 | % | ||||||||||||||||||
Interest Bearing Deposits |
375,298 | 20,276 | 3,290 | 1,455 | 1,116 | 7 | 401,442 | 402,361 | ||||||||||||||||||||||||
Average rate |
1.80 | % | 3.43 | % | 3.69 | % | 3.83 | % | 3.15 | % | 2.82 | % | 2.01 | % | ||||||||||||||||||
Federal funds purchased and securities
sold under agreements to repurchase |
226,609 | 226,609 | 226,609 | |||||||||||||||||||||||||||||
Average rate |
1.25 | % | 1.25 | % | ||||||||||||||||||||||||||||
Long-term funds |
30,178 | 5,177 | 177 | 177 | 177 | 1,052 | 36,938 | 37,547 | ||||||||||||||||||||||||
Average rate |
0.80 | % | 6.46 | % | 4.86 | % | 4.86 | % | 4.86 | % | 4.86 | % | 4.18 | % | ||||||||||||||||||
Total Financial Liabilities |
632,085 | 25,453 | 3,467 | 1,632 | 1,293 | 1,059 | 664,989 | 666,517 | ||||||||||||||||||||||||
Average rate |
1.62 | % | 4.41 | % | 3.77 | % | 3.97 | % | 3.50 | % | 4.85 | % | 2.11 | % |
7
PEOPLES FINANCIAL CORPORATION AND SUBSIDIARIES |
||
CONSOLIDATED STATEMENTS OF CONDITION |
DECEMBER 31, | 2009 | 2008 | 2007 | |||||||||
Assets |
||||||||||||
Cash and due from banks |
$ | 29,155,294 | $ | 34,015,590 | $ | 34,665,370 | ||||||
Federal funds sold |
4,000 | 270,000 | ||||||||||
Available for sale securities |
311,434,437 | 340,462,072 | 386,028,925 | |||||||||
Held to maturity securities, fair value of
$3,340,974 - 2009; $3,438,108 - 2008;
$4,676,471 - 2007 |
3,201,966 | 3,394,212 | 4,629,992 | |||||||||
Other investments |
4,036,304 | 3,889,324 | 1,000,000 | |||||||||
Federal Home Loan Bank Stock, at cost |
5,015,900 | 2,070,700 | 936,200 | |||||||||
Loans |
464,976,291 | 467,377,039 | 450,992,074 | |||||||||
Less: Allowance for loan losses |
7,827,806 | 11,113,575 | 9,378,137 | |||||||||
Loans, net |
457,148,485 | 456,263,464 | 441,613,937 | |||||||||
Bank premises and equipment, net of accumulated depreciation |
31,418,884 | 33,600,170 | 34,410,789 | |||||||||
Other real estate |
1,521,313 | 397,182 | 19,508 | |||||||||
Accrued interest receivable |
4,646,752 | 5,444,767 | 7,371,216 | |||||||||
Cash surrender value of life insurance |
15,329,394 | 14,688,160 | 13,578,536 | |||||||||
Prepaid FDIC assessments |
4,958,309 | 52,097 | 15,702 | |||||||||
Other assets |
1,139,861 | 2,125,763 | 2,816,398 | |||||||||
Total assets |
$ | 869,006,899 | $ | 896,407,501 | $ | 927,356,573 | ||||||
Liabilities & Shareholders Equity |
||||||||||||
Liabilities: |
||||||||||||
Deposits: |
||||||||||||
Demand, non-interest bearing |
$ | 96,541,387 | $ | 109,033,184 | $ | 113,916,041 | ||||||
Savings and demand, interest bearing |
206,167,484 | 239,990,238 | 231,435,685 | |||||||||
Time, $100,000 or more |
117,347,663 | 104,540,112 | 166,078,473 | |||||||||
Other time deposits |
50,644,895 | 56,912,002 | 57,700,280 | |||||||||
Total deposits |
470,701,429 | 510,475,536 | 569,130,479 | |||||||||
Federal funds purchased and securities sold under
agreements to repurchase |
174,430,877 | 226,609,231 | 231,225,118 | |||||||||
Borrowings from Federal Home Loan Bank |
104,270,452 | 36,937,686 | 7,100,305 | |||||||||
Other liabilities |
16,016,204 | 15,384,934 | 13,359,047 | |||||||||
Total liabilities |
765,418,962 | 789,407,387 | 820,814,949 | |||||||||
Shareholders Equity: |
||||||||||||
Common Stock, $1 par value, 15,000,000 shares
authorized, 5,151,697, 5,279,268 and
5,420,204 shares issued and outstanding at
December 31, 2009, 2008 and 2007, respectively |
5,151,697 | 5,279,268 | 5,420,204 | |||||||||
Surplus |
65,780,254 | 65,780,254 | 65,780,254 | |||||||||
Undivided profits |
32,853,346 | 33,412,596 | 34,458,291 | |||||||||
Accumulated other comprehensive income (loss), net of tax |
(197,360 | ) | 2,527,996 | 882,875 | ||||||||
Total shareholders equity |
103,587,937 | 107,000,114 | 106,541,624 | |||||||||
Total liabilities and shareholders equity |
$ | 869,006,899 | $ | 896,407,501 | $ | 927,356,573 | ||||||
See Notes to Consolidated Financial Statements.
8
PEOPLES FINANCIAL CORPORATION AND SUBSIDIARIES
|
||
CONSOLIDATED STATEMENTS OF INCOME |
YEARS ENDED DECEMBER 31, | 2009 | 2008 | 2007 | |||||||||
Interest income: |
||||||||||||
Interest and fees on loans |
$ | 20,189,200 | $ | 26,874,057 | $ | 33,642,030 | ||||||
Interest and dividends on securities: |
||||||||||||
U.S. Treasury |
1,229,237 | 2,972,851 | 4,320,309 | |||||||||
U.S. Government agencies |
10,043,869 | 10,625,314 | 15,519,419 | |||||||||
Mortgage-backed securities |
1,566,573 | 1,733,026 | 1,064,149 | |||||||||
States and political subdivisions |
1,234,917 | 1,097,790 | 931,292 | |||||||||
Other securities |
17,347 | 148,328 | 198,968 | |||||||||
Interest on federal funds sold |
8,159 | 122,066 | 294,812 | |||||||||
Total interest income |
34,289,302 | 43,573,432 | 55,970,979 | |||||||||
Interest expense: |
||||||||||||
Deposits |
4,965,439 | 9,950,478 | 14,713,824 | |||||||||
Long-term borrowings |
530,082 | 492,048 | 526,369 | |||||||||
Federal funds purchased and securities sold under agreements to repurchase |
1,905,383 | 4,520,821 | 10,212,201 | |||||||||
Total interest expense |
7,400,904 | 14,963,347 | 25,452,394 | |||||||||
Net interest income |
26,888,398 | 28,610,085 | 30,518,585 | |||||||||
Provision for allowance for losses on loans |
5,225,000 | 2,347,000 | (1,045,000 | ) | ||||||||
Net interest income after provision for allowance for losses on loans |
21,663,398 | 26,263,085 | 31,563,585 | |||||||||
Non-interest income: |
||||||||||||
Trust department income and fees |
1,363,489 | 1,637,747 | 1,791,417 | |||||||||
Service charges on deposit accounts |
6,661,209 | 6,793,404 | 6,709,142 | |||||||||
Gain (loss) on liquidation, sale and calls of securities |
869,123 | 397,852 | (605,813 | ) | ||||||||
Writedown of investments to market value |
(149,517 | ) | (2,964,000 | ) | ||||||||
Gain (loss) on other investments |
146,979 | (270,676 | ) | |||||||||
Gain from sale of bank premises |
142,607 | 635,271 | ||||||||||
Other income |
1,255,348 | 1,531,525 | 1,237,485 | |||||||||
Total non-interest income |
10,146,631 | 7,268,459 | 9,767,502 | |||||||||
Non-interest expense: |
||||||||||||
Salaries and employee benefits |
14,250,002 | 14,051,655 | 14,284,532 | |||||||||
Net occupancy |
2,501,431 | 2,220,670 | 1,976,204 | |||||||||
Equipment rentals, depreciation and maintenance |
3,766,582 | 3,749,274 | 3,104,053 | |||||||||
Other expense |
7,117,541 | 6,499,255 | 5,898,169 | |||||||||
Total non-interest expense |
27,635,556 | 26,520,854 | 25,262,958 | |||||||||
Income before income taxes |
4,174,473 | 7,010,690 | 16,068,129 | |||||||||
Income taxes |
954,000 | 1,977,000 | 5,042,000 | |||||||||
Net income |
$ | 3,220,473 | $ | 5,033,690 | $ | 11,026,129 | ||||||
Basic and diluted earnings per share |
$ | .62 | $ | .94 | $ | 2.01 | ||||||
See Notes to Consolidated Financial Statements.
9
PEOPLES FINANCIAL CORPORATION AND SUBSIDIARIES |
||
CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY |
Number of | ||||||||||||
Common | Common | |||||||||||
Shares | Stock | Surplus | ||||||||||
Balance, January 1, 2007 |
5,548,199 | $ | 5,548,199 | $ | 65,780,254 | |||||||
Comprehensive Income: |
||||||||||||
Net income |
||||||||||||
Net unrealized gain on available for sale securities, net of tax |
||||||||||||
Reclassification adjustment for available for sale securities
called or sold in current year, net of tax |
||||||||||||
Gain from unfunded post-retirement benefit obligation, net of tax |
||||||||||||
Total comprehensive income |
||||||||||||
Cash dividends ($.25 per share) |
||||||||||||
Dividend declared ($.27 per share) |
||||||||||||
Retirement of stock |
(127,995 | ) | (127,995 | ) | ||||||||
Balance, December 31, 2007 |
5,420,204 | 5,420,204 | 65,780,254 | |||||||||
Comprehensive Income: |
||||||||||||
Net income |
||||||||||||
Net unrealized gain on available for sale securities, net of tax |
||||||||||||
Reclassification adjustment for available for sale securities
called or sold in current year, net of tax |
||||||||||||
Loss from unfunded post-retirement benefit obligation, net of tax |
||||||||||||
Total comprehensive income |
||||||||||||
Cumulative effect adjustment from adoption of EITF 06-04 |
||||||||||||
Effect of stock retirement on accrued dividends |
||||||||||||
Cash dividends ($.29 per share) |
||||||||||||
Dividend declared ($.30 per share) |
||||||||||||
Retirement of stock |
(140,936 | ) | (140,936 | ) | ||||||||
Balance, December 31, 2008 |
5,279,268 | 5,279,268 | 65,780,254 | |||||||||
Comprehensive Income: |
||||||||||||
Net income |
||||||||||||
Net unrealized loss on available for sale securities, net of tax |
||||||||||||
Reclassification adjustment for available for sale securities
called or sold in current year, net of tax |
||||||||||||
Gain from unfunded post-retirement obligation, net of tax |
||||||||||||
Total comprehensive income |
||||||||||||
Effect of stock retirement on accrued dividends |
||||||||||||
Cash dividends ($.20 per share) |
||||||||||||
Dividend declared ($.10 per share) |
||||||||||||
Retirement of stock |
(127,571 | ) | (127,571 | ) | ||||||||
Balance, December 31, 2009 |
5,151,697 | $ | 5,151,697 | $ | 65,780,254 | |||||||
See Notes to Consolidated Financial Statements.
10
Accumulated | ||||||||||||
Other | ||||||||||||
Undivided | Comprehensive | Comprehensive | ||||||||||
Profits | Income | Income | Total | |||||||||
$29,253,825 |
$ | (2,349,583 | ) | $ | 98,232,695 | |||||||
11,026,129 |
$ | 11,026,129 | 11,026,129 | |||||||||
2,308,621 | 2,308,621 | 2,308,621 | ||||||||||
399,837 | 399,837 | 399,837 | ||||||||||
524,000 | 524,000 | 524,000 | ||||||||||
$ | 14,258,587 | |||||||||||
(1,378,945) |
(1,378,945 | ) | ||||||||||
(1,463,455) |
(1,463,455 | ) | ||||||||||
(2,979,263) |
(3,107,258 | ) | ||||||||||
34,458,291 |
882,875 | 106,541,624 | ||||||||||
5,033,690 |
$ | 5,033,690 | 5,033,690 | |||||||||
745,909 | 745,909 | 745,909 | ||||||||||
1,693,658 | 1,693,658 | 1,693,658 | ||||||||||
(794,446 | ) | (794,446 | ) | (794,446 | ) | |||||||
$ | 6,678,811 | |||||||||||
(56,732) |
(56,732 | ) | ||||||||||
8,816 |
8,816 | |||||||||||
(1,548,703) |
(1,548,703 | ) | ||||||||||
(1,588,465) |
(1,588,465 | ) | ||||||||||
(2,894,301) |
(3,035,237 | ) | ||||||||||
33,412,596 |
2,527,996 | 107,000,114 | ||||||||||
3,220,473 |
$ | 3,220,473 | 3,220,473 | |||||||||
(2,392,524 | ) | (2,392,524 | ) | (2,392,524 | ) | |||||||
(474,940 | ) | (474,940 | ) | (474,940 | ) | |||||||
142,108 | 142,108 | 142,108 | ||||||||||
$ | 495,117 | |||||||||||
4,774 |
4,774 | |||||||||||
(1,030,339) |
(1,030,339 | ) | ||||||||||
(515,170) |
(515,170 | ) | ||||||||||
(2,238,988) |
(2,366,559 | ) | ||||||||||
$32,853,346 |
$ | (197,360 | ) | $ | 103,587,937 | |||||||
11
PEOPLES FINANCIAL CORPORATION AND SUBSIDIARIES | ||
CONSOLIDATED STATEMENTS OF CASH FLOWS |
YEARS ENDED DECEMBER 31, | 2009 | 2008 | 2007 | |||||||||
Cash flows from operating activities: |
||||||||||||
Net income |
$ | 3,220,473 | $ | 5,033,690 | $ | 11,026,129 | ||||||
Adjustments to reconcile net income to net cash
provided by operating activities: |
||||||||||||
Depreciation |
2,390,912 | 2,451,966 | 1,712,000 | |||||||||
Provision for allowance for loan losses |
5,225,000 | 2,347,000 | (1,045,000 | ) | ||||||||
Impairment loss on investments |
149,517 | 2,964,000 | ||||||||||
(Gain) loss on other investments |
(146,979 | ) | 270,676 | |||||||||
Gain on sales of other real estate |
(150,058 | ) | (214,210 | ) | (10,470 | ) | ||||||
(Gain) loss on sales, calls and liquidation of securities |
(869,123 | ) | (397,852 | ) | 605,813 | |||||||
Gain on sale of bank premises |
(142,607 | ) | (635,271 | ) | ||||||||
Change in accrued interest receivable |
798,015 | 1,926,449 | 771,014 | |||||||||
Change in other assets |
(3,582,781 | ) | 314,965 | (1,967,771 | ) | |||||||
Change in other liabilities |
2,975,089 | 85,281 | (3,167,174 | ) | ||||||||
Net cash provided by operating activities |
10,010,065 | 14,639,358 | 7,289,270 | |||||||||
Cash flows from investing activities: |
||||||||||||
Proceeds from maturities, sales, liquidation and
calls of available for sale securities |
277,022,490 | 257,886,217 | 209,677,761 | |||||||||
Investment in available for sale securities |
(251,622,168 | ) | (211,168,426 | ) | (195,300,371 | ) | ||||||
Proceeds from maturities of held to maturity securities |
195,000 | 1,240,000 | 86,460,000 | |||||||||
Investment in held to maturity securities |
(2,754 | ) | (4,220 | ) | (5,515,732 | ) | ||||||
Purchases of other investments |
(3,160,000 | ) | (700,000 | ) | ||||||||
Investment in Federal Home Loan Bank stock |
(2,945,200 | ) | (1,134,500 | ) | ||||||||
Redemption of Federal Home Loan Bank stock |
192,300 | |||||||||||
Proceeds from sales of other real estate |
3,108,801 | 236,261 | 55,000 | |||||||||
Loans, net increase |
(10,192,895 | ) | (17,396,252 | ) | (50,235,794 | ) | ||||||
Proceeds from sale and retirement of bank premises |
266,812 | 1,020,247 | ||||||||||
Acquisition of premises and equipment |
(209,626 | ) | (1,765,552 | ) | (16,849,180 | ) | ||||||
Other assets |
(627,636 | ) | (1,083,450 | ) | (575,724 | ) | ||||||
Net cash provided by investing activities |
14,726,012 | 23,916,890 | 28,228,507 | |||||||||
Cash flows from financing activities: |
||||||||||||
Demand and savings deposits, net change |
(46,314,551 | ) | 3,671,696 | (74,435,300 | ) | |||||||
Time deposits, net change |
6,540,444 | (62,326,639 | ) | 30,395,985 | ||||||||
Cash dividends |
(2,614,119 | ) | (3,003,342 | ) | (2,655,031 | ) | ||||||
Retirement of common stock |
(2,366,559 | ) | (3,035,237 | ) | (3,107,258 | ) | ||||||
Borrowings from Federal Home Loan Bank |
377,346,745 | 111,513,000 | 47,900,375 | |||||||||
Repayments to Federal Home Loan Bank |
(310,013,979 | ) | (81,675,619 | ) | (48,067,419 | ) | ||||||
Federal funds purchased and securities sold
under agreements to repurchase, net change |
(52,178,354 | ) | (4,615,887 | ) | 5,192,748 | |||||||
Net cash used in financing activities |
(29,600,373 | ) | (39,472,028 | ) | (44,775,900 | ) | ||||||
Net decrease in cash and cash equivalents |
(4,864,296 | ) | (915,780 | ) | (9,258,123 | ) | ||||||
Cash and cash equivalents, beginning of year |
34,019,590 | 34,935,370 | 44,193,493 | |||||||||
Cash and cash equivalents, end of year |
$ | 29,155,294 | $ | 34,019,590 | $ | 34,935,370 | ||||||
See Notes to Consolidated Financial Statements
12
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
||
PEOPLES FINANCIAL CORPORATION AND SUBSIDIARIES |
NOTE A BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Business of The Company
Peoples Financial Corporation (the Company) is a one-bank holding company headquartered in
Biloxi, Mississippi. Its two operating subsidiaries are The Peoples Bank, Biloxi, Mississippi (the
Bank), and PFC Service Corp. Its principal subsidiary is The Peoples Bank, Biloxi, Mississippi,
which provides a full range of banking, financial and trust services to state, county and local
government entities and individuals and small and commercial businesses operating in Harrison,
Hancock, Stone and Jackson counties.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly-owned
subsidiaries. All significant intercompany transactions and balances have been eliminated in
consolidation.
Basis of Accounting
The Company and its subsidiaries recognize assets and liabilities, and income and expense, on the
accrual basis of accounting. The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America requires Management to
make estimates and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period. Actual results could differ
from these estimates.
New Accounting Pronouncements
In June 2009, the Financial Accounting Standards Board (FASB) issued an accounting standard which
established the Accounting Standards Codification (Codification or ASC) to become the single
source of authoritative U.S. generally accepted accounting principles (GAAP) recognized by the
FASB to be applied by nongovernmental entities, with the exception of guidance issued by the SEC
and its staff. All guidance contained in the Codification carries an equal level of authority.
The Codification is not intended to change GAAP, but rather is expected to simplify accounting
research by reorganizing current GAAP into approximately 90 accounting topics. The switch to the
ASC affects the way companies refer to GAAP in financial statements and accounting policies.
Citing particular content in the ASC involves specifying the unique numeric path to the content
through the Topic, Subtopic, Section and Paragraph structure. The Company adopted this accounting
standard in preparing the Consolidated Financial Statements for the period ended September 30,
2009. The adoption of this accounting standard, which was subsequently codified into ASC Topic 105,
Generally Accepted Accounting Principles, had no impact on the Companys financial statements.
New authoritative accounting guidance under ASC Topic 815, Derivatives and Hedging, amends prior
guidance to amend and enhance the disclosure requirements for derivatives and hedging to provide
greater transparency about (i) how and why an entity uses derivative instruments, (ii) how derivative instruments and related hedge items are accounted for under ASC Topic 815, and (iii) how
derivative instruments and related hedged items affect an entitys financial position, results of
operations and cash flows. To meet those objectives, ASC Topic 815 requires qualitative disclosures
about objectives and strategies for using derivative instruments, quantitative disclosures about
fair values of derivative instruments and their gains and losses and disclosures about
credit-risk-related contingent features of the derivative instruments and their potential impact on
an entitys liquidity. ASC Topic 815 was effective on January 1, 2009, and did not have a
significant impact on the Companys financial statements.
New authoritative accounting guidance under ASC Topic 855, Subsequent Events, establishes general
standards of accounting for and disclosure of events that occur after the balance sheet date but
before financial statements are issued or available to be issued. ASC Topic 855 defines (i) the
period after the balance sheet date during which a reporting entitys management should evaluate
events or transactions that may occur for potential recognition or disclosure in the financial
statements, (ii) the circumstances under which an entity should recognize events or transactions
occurring after the balance sheet date in its financial statements, and (iii) the disclosures an
entity should make about events or transactions that occurred after the balance sheet date. ASC
Topic 855 became effective for the Companys financial statements for periods ending after June 15,
2009, and did not have a significant impact on the Companys financial statements.
New authoritative accounting guidance under ASC Topic 820, Fair Value Measurements and
Disclosures, affirms that the objective of fair value when the market for an asset is not active
is the price that would be received to sell the asset in an orderly transaction, and clarifies and
includes additional factors for determining whether there has been a significant decrease in
market activity for an asset when the market for that asset is not active. ASC Topic 820 requires
an entity to base its conclusion about whether a transaction was not orderly on the weight of the
evidence. The new accounting guidance amended prior guidance to expand certain disclosure
requirements. The Company adopted the new authoritative accounting guidance under ASC Topic 820
during the first quarter of 2009. Adoption of the new guidance did not have a significant impact on
the Companys financial statements.
Further new authoritative accounting guidance (Accounting Standards Update No. 2009-5) under ASC
Topic 820 provides guidance for measuring the fair value of a liability in circumstances in which a
quoted price in an active market for the identical liability is not available. In such instances, a
reporting entity is required to measure fair value utilizing a valuation technique that uses (i)
the quoted price of the identical liability when traded as an asset, (ii) quoted prices for similar
liabilities or similar liabilities when traded as assets, or (iii) another valuation technique that
is consistent with the existing principles of ASC Topic 820, such as an income approach or market
approach. The new authoritative accounting guidance also clarifies that when estimating the fair
value of a liability, a reporting entity is not required to include a separate input or adjustment
to other inputs relating to the existence of a restriction that prevents the transfer of the
liability. The foregoing new authoritative accounting guidance under ASC Topic 820 became effective
for the Companys financial statements on October 1, 2009, and is not expected to have a
significant impact on the Companys financial statements.
New authoritative accounting guidance under ASC Topic 825, Financial Instruments, requires an
entity to provide disclosures about the fair value of financial instruments in interim financial
information and amends prior guidance to require those disclosures in summarized financial
information at interim reporting periods. The Company adopted this accounting standard in preparing
its financial statements for the period ended June 30, 2009. As ASC Topic 825 amended only the
disclosure requirements about the fair value of financial instruments in interim periods, the
adoption had no impact on the Companys financial statements.
13
New authoritative accounting guidance under ASC Topic 320, Investments Debt and Equity
Securities, amended other-than-temporary impairment (OTTI) guidance in GAAP for debt securities
by requiring a write-down when fair value is below amortized cost in circumstances where: (1) an
entity has the intent to sell a security; (2) it is more likely than not that an entity will be
required to sell the security before recovery of its amortized cost basis; or (3) an entity does
not expect to recover the entire amortized cost basis of the security. If an entity intends to sell
a security or if it is more likely than not that the entity will be required to sell the security
before recovery, an OTTI write-down is recognized in earnings equal to the entire difference
between the securitys amortized cost basis and its fair value. If an entity does not intend to
sell the security or it is not more likely than not that it will be required to sell the security
before recovery, the OTTI write-down is separated into an amount representing credit loss, which is
recognized in earnings, and an amount related to all other factors, which is recognized in other
comprehensive income. This accounting standard does not amend existing recognition and measurement
guidance related to OTTI write-downs of equity securities. This accounting standard also extends disclosure requirements related to debt and equity securities
to interim reporting periods. ASC Topic 320 became effective for the Companys financial statements
for periods ending after June 15, 2009, and did not have a significant impact on the Companys
financial statements.
Cash and Due from Banks
The Company is required to maintain average reserve balances in its vault or on deposit with the
Federal Reserve Bank. The average amount of these reserve requirements was approximately $542,000,
$696,000 and $19,964,000 for the years ending December 31, 2009, 2008 and 2007, respectively. The
Companys bank subsidiary maintained account balances in excess of amounts insured by the Federal
Deposit Insurance Corporation. At December 31, 2009, the bank subsidiary had excess deposits of
$8,635,587.
Securities
The classification of securities is determined by Management at the time of purchase. Securities
are classified as held to maturity when the Company has the positive intent and ability to hold the
security until maturity. Securities held to maturity are stated at amortized cost. Securities not
classified as held to maturity are classified as available for sale and are stated at fair value.
Unrealized gains and losses, net of tax, on these securities are recorded in shareholders equity
as accumulated other comprehensive income.
The amortized cost of available for sale securities and held to maturity securities is adjusted for
amortization of premiums and accretion of discounts to maturity, determined using the interest
method. Such amortization and accretion is included in interest income on securities. Declines in
the fair value of securities below their cost that are deemed to be other than temporary would be
reflected in earnings, or other comprehensive income, as appropriate. In estimating
other-than-temporary losses, Management considers the length of time and the extent to which the
fair value has been less than cost, the financial condition and nature of the issuer, the cause of
the decline, especially if related to a change in interest rates, and the intent and ability of the
Company to retain the investment in the issuer for a period of time sufficient to allow for any
anticipated recovery in fair value. The specific identification method is used to determine
realized gains and losses on sales of securities, which are reported as gain (loss) on liquidation,
sale and calls of securities in non-interest income.
Other Investments
Other investments include a low income housing partnership in which the Company is a 99% limited
partner. The partnership has qualified to receive annual low income housing federal tax credits
that are recognized as a reduction of the current tax expense. The investment is accounted for
using the equity method.
Federal Home Loan Bank Stock
Federal Home Loan Bank Stock has no readily determined market value and is carried at cost. Due to
the redemption provisions of the investment, the fair value equals cost and no impairment exists.
Loans
The loan portfolio consists of commercial and industrial and real estate loans within the
Companys trade area in South Mississippi. The loan policy establishes guidelines relating to
pricing, repayment terms, collateral standards including loan to value limits, appraisal and
environmental standards, lending authority, lending limits and documentation requirements.
Loans are stated at the amount of unpaid principal, reduced by unearned income and the allowance
for loan losses. Interest on loans is recognized over the terms of each loan based on the unpaid
principal balance. Loan origination fees are recognized as income when received. Revenue from these
fees is not material to the financial statements.
The Company places loans on a nonaccrual status when, in the opinion of Management, they possess
sufficient uncertainty as to timely collection of interest or principal so as to preclude the
recognition in reported earnings of some or all of the contractual interest. Accrued interest on
loans classified as nonaccrual is reversed at the time the loans are placed on nonaccrual. Interest
received on nonaccrual loans is applied against principal. Loans are restored to accrual status
when the obligation is brought current or has performed in accordance with the contractual terms
for a reasonable period of time and the ultimate collectibility of the total contractual principal
and interest is no longer in doubt.
The Company considers a loan to be impaired when, based upon current information and events,
Management believes it is probable that the Company will be unable to collect all amounts due
according to the contractual terms of the loan agreement. The Companys impaired loans include
non-performing material loans for which full payment of principal or interest is not expected. The
Company calculates an allowance required for impaired loans based on the present value of expected
future cash flows discounted at the loans effective interest rate, the loans observable market
price or the fair value of its collateral. If the recorded investment in the impaired loan exceeds
the measure of fair value, a valuation allowance is required as a component of the allowance for
loan losses. Changes to the valuation allowance are recorded as a component of the provision for
loan losses.
Generally, loans which become 90 days delinquent are reviewed relative to collectability. Unless
such loans are in the process of terms revision to bring them to a current status or foreclosure
or in the process of collection, those loans deemed uncollectible are charged off against the
allowance account.
14
Allowance for Loan Losses
The allowance for loan losses is established through provisions for loan losses charged against
earnings. Loans deemed to be uncollectible are charged against the allowance for loan losses, and
subsequent recoveries, if any, are credited to the allowance.
The allowance for loan losses is based on Managements evaluation of the loan portfolio under
current economic conditions and is an amount that Management believes will be adequate to absorb
probable losses on loans existing at the reporting date. The evaluation includes Managements
assessment of several factors: review and evaluations of specific loans, changes in the nature
and volume of the loan portfolio, current and anticipated economic conditions and the related impact on specific borrowers and industry
groups, a study of loss experience, a review of classified, nonperforming and delinquent loans,
the estimated value of any underlying collateral, an estimate of the possibility of loss based on
the risk characteristics of the portfolio, adverse situations that may affect the borrowers
ability to repay and the results of regulatory examinations. This evaluation is inherently
subjective as it requires material estimates that may be susceptible to significant change.
The allowance consists of specific and general components. The specific component relates to loans
that are classified. For such loans, a specific allowance is established when the collateral value
is lower than the carrying value of the loan. The general component of the allowance relates to
loans that are not classified and is based on historical loss experience and qualitative factors as
determined by Management.
Bank Premises and Equipment
Bank premises and equipment are stated at cost, less accumulated depreciation. Depreciation is
computed by the straight-line method based on the estimated useful lives of the related assets.
Other Real Estate
Other real estate acquired through foreclosure is carried at fair value, less estimated costs to
sell. If, at foreclosure, the carrying value of the loan is greater than the estimated market value
of the property acquired, the excess is charged against the allowance for loan losses and any
subsequent adjustments are charged to expense. Costs of operating and maintaining the properties,
net of related income and gains (losses) on their disposition, are charged to expense as incurred.
Trust Department Income and Fees
Corporate trust fees are accounted for on an accrual basis and personal trust fees are recorded
when received.
Income Taxes
The Company files a consolidated tax return with its wholly-owned subsidiaries. The tax liability
of each entity is allocated based on the entitys contribution to consolidated taxable income.
The provision for applicable income taxes is based upon reported income and expenses as adjusted
for differences between reported income and taxable income. The primary differences are exempt
income on state, county and municipal securities; differences in provisions for losses on loans as
compared to the amount allowable for income tax purposes; directors and officers life insurance;
depreciation for income tax purposes over (under) that reported for financial statements and gains
on the sale of bank premises which were structured under the provisions of Section 1031 of the
Internal Revenue Code.
Leases
All leases are accounted for as operating leases in accordance with the terms of the leases.
Earnings Per Share
Basic and diluted earnings per share are computed on the basis of the weighted average number of
common shares outstanding, 5,170,430, 5,342,470 and 5,489,861 in 2009, 2008 and 2007,
respectively.
Statements of Cash Flows
The Company has defined cash and cash equivalents to include cash and due from banks and federal
funds sold. The Company paid $7,576,159, $14,961,180 and $24,853,712 in 2009, 2008 and 2007,
respectively, for interest on deposits and borrowings. Income tax payments totaled $520,000,
$1,635,000 and $4,819,000 in 2009, 2008 and 2007, respectively. Loans transferred to other real
estate amounted to $4,082,874, $399,725 and $19,500 in 2009, 2008 and 2007, respectively. The
income tax effect from the unrealized gain (loss) on available for sale securities on accumulated
other comprehensive income was $(1,477,178), $1,277,519 and $1,395,266, at December 31, 2009, 2008
and 2007, respectively. The income tax effect from the gain (loss) from unfunded post-retirement
benefit obligation on accumulated other comprehensive income was $(92,434) , $204,124 and
$(282,000) at December 31, 2009, 2008 and 2007, respectively.
Fair Value Measurement
The Company reports certain assets and liabilities at their estimated fair value. These assets and
liabilities are classified and disclosed in one of three categories based on the inputs used to
develop the measurements. The categories, which establish a hierarchy for ranking the quality and
reliability of the information used to determine fair value, are: Level 1 Quoted market prices in
active markets for identical assets or liabilities, Level 2 Observable market based inputs or
unobservable inputs that are corroborated by market data, or Level 3 Unobservable inputs that are
not corroborated by market data.
Subsequent Events
The Company has performed an evaluation of subsequent events through March 11, 2010, which is the
date the financial statements were issued.
15
Reclassifications
Certain reclassifications have been made to the prior year statements to conform to current year
presentation. The reclassifications had no effect on prior
year net income.
NOTE B SECURITIES:
The amortized cost and estimated fair value of securities at December 31, 2009, 2008 and 2007,
respectively, are as follows (in thousands):
Gross | Gross | Estimated | ||||||||||||||
December 31, 2009 | Amortized Cost | Unrealized Gains | Unrealized Losses | Fair Value | ||||||||||||
Available for sale securities: |
||||||||||||||||
Debt securities: |
||||||||||||||||
U.S. Treasury |
$ | 23,987 | $ | 753 | $ | $ | 24,740 | |||||||||
U.S. Government agencies |
216,473 | 695 | (2,590 | ) | 214,578 | |||||||||||
Mortgage-backed securities |
30,035 | 1,278 | (51 | ) | 31,262 | |||||||||||
States and political subdivisions |
39,291 | 1,179 | (266 | ) | 40,204 | |||||||||||
Total debt securities |
309,786 | 3,905 | (2,907 | ) | 310,784 | |||||||||||
Equity securities |
650 | 650 | ||||||||||||||
Total available for sale securities |
$ | 310,436 | $ | 3,905 | $ | (2,907 | ) | $ | 311,434 | |||||||
Held to maturity securities: |
||||||||||||||||
States and political subdivisions |
$ | 3,202 | $ | 139 | $ | $ | 3,341 | |||||||||
Total held to maturity securities |
$ | 3,202 | $ | 139 | $ | $ | 3,341 | |||||||||
Gross | Gross | Estimated | ||||||||||||||
December 31, 2008 | Amortized Cost | Unrealized Gains | Unrealized Losses | Fair Value | ||||||||||||
Available for sale securities: |
||||||||||||||||
Debt securities: |
||||||||||||||||
U.S. Treasury |
$ | 64,963 | $ | 1,746 | $ | $ | 66,709 | |||||||||
U.S. Government agencies |
208,918 | 3,552 | (74 | ) | 212,396 | |||||||||||
Mortgage-backed securities |
28,993 | 788 | 29,781 | |||||||||||||
States and political subdivisions |
31,594 | 317 | (985 | ) | 30,926 | |||||||||||
Total debt securities |
334,468 | 6,403 | (1,059 | ) | 339,812 | |||||||||||
Equity securities |
650 | 650 | ||||||||||||||
Total available for sale securities |
$ | 335,118 | $ | 6,403 | $ | (1,059 | ) | $ | 340,462 | |||||||
Held to maturity securities: |
||||||||||||||||
States and political subdivisions |
$ | 3,394 | $ | 52 | $ | (8 | ) | $ | 3,438 | |||||||
Total held to maturity securities |
$ | 3,394 | $ | 52 | $ | (8 | ) | $ | 3,438 | |||||||
Gross | Gross | Estimated | ||||||||||||||
December 31, 2007 | Amortized Cost | Unrealized Gains | Unrealized Losses | Fair Value | ||||||||||||
Available for sale securities: |
||||||||||||||||
Debt securities: |
||||||||||||||||
U.S. Treasury |
$ | 71,952 | $ | 1,354 | $ | $ | 73,306 | |||||||||
U.S. Government agencies |
252,130 | 1,729 | (60 | ) | 253,799 | |||||||||||
Mortgage-backed securities |
33,343 | 48 | (7 | ) | 33,384 | |||||||||||
States and political subdivisions |
22,698 | 152 | (367 | ) | 22,483 | |||||||||||
Total debt securities |
380,123 | 3,283 | (434 | ) | 382,972 | |||||||||||
Equity securities |
4,229 | 62 | (1,234 | ) | 3,057 | |||||||||||
Total available for sale securities |
$ | 384,352 | $ | 3,345 | $ | (1,668 | ) | $ | 386,029 | |||||||
Held to maturity securities: |
||||||||||||||||
States and political subdivisions |
$ | 4,630 | $ | 53 | $ | (7 | ) | $ | 4,676 | |||||||
Total held to maturity securities |
$ | 4,630 | $ | 53 | $ | (7 | ) | $ | 4,676 | |||||||
16
The Companys available for sale securities are reported at their estimated fair value, which is
determined utilizing several sources. The primary source is Interactive Data Corporation, which
utilizes pricing models that vary based on asset class and include available trade, bid and other
market information and whose methodology includes broker quotes, proprietary models and vast
descriptive databases. The other source for determining fair value is matrix pricing, which is a
mathematical technique used widely in the industry to value debt securities without relying
exclusively on quoted prices for the specific securities but rather by relying on the securities
relationship to other benchmark quoted securities.
The table below presents the balances of available for sale securities, which are the only assets
measured at fair value on a recurring basis, by level within the fair value hierarchy as of
December 31, 2009.
Fair Value Measurement Using | ||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | |||||||||||||
December 31, 2009 |
$ | 311,434,437 | $ | 311,434,437 |
Available for sale securities with an amortized cost of $310,436,523 were reported at a fair
value, net of unrealized gains and losses, of $311,434,437 at December 31, 2009. The net change in
unrealized gains and losses of $(2,867,464) was included in comprehensive income during 2009.
The amortized cost and estimated fair value of debt securities at December 31, 2009, by
contractual maturity, are shown below. Expected maturities will differ from contractual maturities
because borrowers may have the right to call or prepay obligations with or without call or
prepayment penalties (in thousands):
Amortized Cost | Estimated Fair Value | |||||||
Available for sale securities: |
||||||||
Due in one year or less |
$ | 19,104 | $ | 19,357 | ||||
Due after one year through five years |
68,609 | 69,968 | ||||||
Due after five years through ten years |
62,436 | 62,484 | ||||||
Due after ten years |
129,602 | 127,713 | ||||||
Mortgage-backed securities |
30,035 | 31,262 | ||||||
Totals |
$ | 309,786 | $ | 310,784 | ||||
Held to maturity securities: |
||||||||
Due in one year or less |
$ | 305 | $ | 308 | ||||
Due after one year through five years |
1,901 | 2,001 | ||||||
Due after five years through ten years |
996 | 1,032 | ||||||
Totals |
$ | 3,202 | $ | 3,341 | ||||
Information pertaining to securities with gross unrealized losses at December 31, 2009, 2008 and
2007, respectively, aggregated by investment category
and length of time that individual securities have been in a continuous loss position, is as
follows (in thousands):
Less than twelve months | Over twelve months | Total | ||||||||||||||||||||||
December 31, 2009 | Fair Value | Gross Unrealized Loss | Fair Value | Gross Unrealized Loss | Fair Value | Gross Unrealized Loss | ||||||||||||||||||
U.S. Government Agencies |
$ | 138,914 | $ | 2,590 | $ | $ | $ | 138,914 | $ | 2,590 | ||||||||||||||
States and political subdivisions |
9,501 | 148 | 2,521 | 118 | 12,022 | 266 | ||||||||||||||||||
Mortgage-backed securities |
4,856 | 51 | 4,856 | 51 | ||||||||||||||||||||
Total |
$ | 153,271 | $ | 2,789 | $ | 2,521 | $ | 118 | $ | 155,792 | $ | 2,907 | ||||||||||||
Less than twelve months | Over twelve months | Total | ||||||||||||||||||||||
December 31, 2008 | Fair Value | Gross Unrealized Loss | Fair Value | Gross Unrealized Loss | Fair Value | Gross Unrealized Loss | ||||||||||||||||||
U.S. Government Agencies |
$ | 10,781 | $ | 74 | $ | $ | $ | 10,781 | $ | 74 | ||||||||||||||
States and political subdivisions |
16,545 | 740 | 2,826 | 253 | 19,371 | 993 | ||||||||||||||||||
Total |
$ | 27,326 | $ | 814 | $ | 2,826 | $ | 253 | $ | 30,152 | $ | 1,067 | ||||||||||||
Less than twelve months | Over twelve months | Total | ||||||||||||||||||||||
December 31, 2007 | Fair Value | Gross Unrealized Loss | Fair Value | Gross Unrealized Loss | Fair Value | Gross Unrealized Loss | ||||||||||||||||||
U.S. Government Agencies |
$ | 10,974 | $ | 24 | $ | 17,464 | $ | 36 | $ | 28,438 | $ | 60 | ||||||||||||
States and political subdivisions |
5,998 | 249 | 7,047 | 125 | 13,045 | 374 | ||||||||||||||||||
Mortgage-backed securities |
14,201 | 7 | 14,201 | 7 | ||||||||||||||||||||
FHLMC preferred stock |
1,841 | 1,234 | 1,841 | 1,234 | ||||||||||||||||||||
Total |
$ | 31,173 | $ | 280 | $ | 26,352 | $ | 1,395 | $ | 57,525 | $ | 1,675 | ||||||||||||
17
At December 31, 2009, 29 of the 45 securities issued by U.S. Government agencies, 32 of 147
securities issued by state and political subdivisions and 1 of the 10 mortgage-backed securities
contained unrealized losses.
Management evaluates securities for other-than-temporary impairment on a monthly basis.
Consideration is given to the length of time and the extent to which the fair value has been less
than cost. The Company has also considered that securities are primarily issued by U.S. Treasury
and U.S. Government Agencies, the cause of the decline in value, the intent and ability of the
Company to hold these securities until maturity and that the Company has traditionally held
virtually all of its securities, including those classified as available for sale, until maturity.
Any sales of available for sale securities, which have been infrequent and immaterial, have been
for liquidity purposes. As a result of the evaluation of the impairment of these securities, the
Company has determined that the declines summarized in the table above are not deemed to be
other-than-temporary.
Proceeds from maturities and calls of held to maturity debt securities during 2009, 2008 and 2007
were $195,000, $1,240,000 and $86,460,000, respectively. There were no sales of held to maturity
debt securities during 2009, 2008 and 2007. Proceeds from maturities, sales and calls of available
for sale debt securities were $277,022,490, $257,886,217 and $209,677,761 during 2009, 2008 and
2007, respectively. Available for sale debt securities were sold in 2009 and 2007 for a realized
gain (loss) of $869,123 and $(605,813). There were no sales of available for sale debt securities
in 2008. The Company realized a gain of $249,000 from the liquidation of equity securities in 2008.
During 2009, the Company recorded a loss of $149,517 from the other-than-temporary impairment of an
equity investment. During 2008, the Company recorded a loss of $2,964,000 from the
other-than-temporary impairment of its investment in Federal Home Loan Mortgage Corporation
Preferred Stock.
Securities with an amortized cost of $296,176,580, $328,047,697 and $342,084,423 at December 31,
2009, 2008 and 2007, respectively, were pledged to secure public deposits, federal funds
purchased and other balances as required by law.
The Company invests in Federal Home Loan Bank (FHLB) common stock as a prerequisite for
participation in certain FHLB programs. The amount to be invested in FHLB stock is calculated
according to FHLB guidelines as a percentage of certain mortgage loans. Based on this calculation,
the FHLB may periodically automatically redeem its common stock. The investment is carried at cost.
Dividends received are reinvested in FHLB stock.
NOTE C LOANS:
The composition of the loan portfolio was as follows (in thousands):
December 31, | 2009 | 2008 | 2007 | |||||||||
Real estate, construction |
$ | 94,460 | $ | 118,455 | $ | 93,739 | ||||||
Real estate, mortgage |
299,403 | 290,458 | 265,465 | |||||||||
Loans to finance agricultural production |
1,755 | 3,178 | 2,545 | |||||||||
Commercial and industrial loans |
52,250 | 43,312 | 76,267 | |||||||||
Loans to individuals for household, family and other consumer expenditures |
9,049 | 10,202 | 11,173 | |||||||||
Obligations of states and political subdivisions |
7,891 | 1,733 | 1,747 | |||||||||
All other loans |
168 | 39 | 56 | |||||||||
Totals |
$ | 464,976 | $ | 467,377 | $ | 450,992 | ||||||
Transactions in the allowance for loan losses were as follows (in thousands):
2009 | 2008 | 2007 | ||||||||||
Balance, January 1 |
$ | 11,114 | $ | 9,378 | $ | 10,841 | ||||||
Recoveries |
569 | 673 | 266 | |||||||||
Loans charged off |
(9,080 | ) | (1,284 | ) | (684 | ) | ||||||
Provision for allowance for loan losses |
5,225 | 2,347 | (1,045 | ) | ||||||||
Balance, December 31 |
$ | 7,828 | $ | 11,114 | $ | 9,378 | ||||||
As a part of its evaluation of the quality of the loan portfolio, Management monitors the Companys credit concentrations on a monthly basis. Total outstanding concentrations were as follows (in thousands):
December 31, | 2009 | 2008 | 2007 | |||||||||
Gaming |
$ | 69,938 | $ | 79,510 | $ | 74,595 | ||||||
Hotel/motel |
47,714 | 35,962 | 23,234 | |||||||||
Out of area |
46,697 | 44,458 | 31,325 |
During 2009, the Company began monitoring its exposure to land, development and construction
loans. At December 31, 2009, this exposure totaled $95,060,478.
In the ordinary course of business, the Companys subsidiary extends loans to certain officers and
directors and their personal business interests at, in the opinion of Management, the same terms, including interest rates and collateral, as those prevailing
at the time for comparable loans of similar credit risk with persons not related to the Company or its subsidiaries. These loans do not involve more than
normal risk of collectability and do not include other unfavorable features.
18
An analysis of the activity with respect to such loans to related parties is as follows (in thousands):
Years Ended December 31, | 2009 | 2008 | 2007 | |||||||||
Balance, January 1 |
$ | 7,800 | $ | 7,318 | $ | 8,554 | ||||||
New loans and advances |
1,128 | 2,743 | 3,548 | |||||||||
Repayments |
(2,037 | ) | (2,261 | ) | (4,784 | ) | ||||||
Balance, December 31 |
$ | 6,891 | $ | 7,800 | $ | 7,318 | ||||||
Performing loans totaling $8,354,210, $8,151,194 and $11,655,577 had specific reserves of
$2,531,291, $3,582,298 and $5,598,107 at December 31, 2009, 2008 and 2007, respectively.
Loans past due ninety days or more and still accruing were $4,217,835, $2,340,190 and $1,233,761 at
December 31, 2009, 2008 and 2007, respectively.
Impaired loans include nonaccrual loans which amounted to $22,005,748, $15,553,447 and $44,612 at
December 31, 2009, 2008 and 2007, respectively. The total average recorded investment in impaired
loans amounted to $25,551,787, $15,595,942 and $46,612 at December 31, 2009, 2008 and 2007,
respectively. The Company had $1,895,414, $3,725,593 and $44,612 of specific allowance related to
impaired loans at December 31, 2009, 2008, and 2007, respectively. No material interest income was
recognized on impaired loans for the years ended December 31, 2009, 2008 and 2007, respectively.
At each reporting period, the Company determines which loans are impaired. Accordingly, the
Companys impaired loans are reported at their estimated fair value on a non-recurring basis. An
allowance for each impaired loan, which are generally collateral-dependent, is calculated based on
the fair value of its collateral. The fair value of the collateral is based on appraisals performed
by third-party valuation specialists. Factors including the assumptions and techniques utilized by
the appraiser are considered by Management. If the recorded investment in the impaired loan exceeds
the measure of fair value of the collateral, a valuation allowance is recorded as a component of the
allowance for loan losses.
Impaired loans, which are measured at fair value on a non-recurring basis, by level within the
hierarchy as of December 31, 2009 were as follows:
Fair Value Measurement Using | ||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | |||||||||||||
December 31, 2009 |
$ | 20,110,334 | $ | 20,110,334 |
At December, 31, 2009, impaired loans with a carrying amount of $22,005,748 were written down to
their fair value of $20,110,334 through a $1,895,414
charge to the provision for loan losses in prior periods.
NOTE D BANK PREMISES AND EQUIPMENT:
Bank premises and equipment are shown as follows (in thousands):
December 31, | Estimated Useful Lives | 2009 | 2008 | 2007 | ||||||||||||
Land |
$ | 5,986 | $ | 5,978 | $ | 6,102 | ||||||||||
Buildings |
5 40 years | 30,233 | 30,427 | 29,180 | ||||||||||||
Furniture, fixtures and equipment |
3 10 years | 15,378 | 14,982 | 15,187 | ||||||||||||
Totals, at cost |
51,597 | 51,387 | 50,469 | |||||||||||||
Less: Accumulated depreciation |
20,178 | 17,787 | 16,058 | |||||||||||||
Totals |
$ | 31,419 | $ | 33,600 | $ | 34,411 | ||||||||||
NOTE E OTHER REAL ESTATE:
Other real estate acquired through foreclosure is carried at fair value, less estimated costs
to sell. The fair value of the collateral is based on appraisals
performed by third-party valuation specialists. Factors including the assumptions and techniques
utilized by the appraiser are considered by
Management. Accordingly, the Companys other real estate is reported at its estimated fair value on
a non-recurring basis. The balance of other real
estate, which is measured at fair value on a non-recurring basis, by level within the hierarchy as
of December 31, 2009 was as follows:
Fair Value Measurement Using | ||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | |||||||||||||
December 31, 2009 |
$ | 1,521,313 | $ | 1,521,313 |
NOTE F DEPOSITS:
At December 31, 2009, the scheduled maturities of time deposits are as follows (in thousands):
2010 |
$ | 153,196 | ||
2011 |
7,756 | |||
2012 |
4,168 | |||
2013 |
1,723 | |||
2014 |
1,149 | |||
Beyond |
1 | |||
Total |
$ | 167,993 | ||
Time deposits of $100,000 or more at December 31, 2009 included brokered deposits of
$30,030,000 which mature in 2010.
Deposits held for related parties amounted to $9,889,556,
$8,659,875 and $8,903,098 at December 31, 2009, 2008 and 2007, respectively.
NOTE G FEDERAL FUNDS PURCHASED AND SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE:
At December 31, 2009, the Company had facilities in place to purchase federal funds up to
$57,000,000 under established credit arrangements. At December 31, 2009, 2008 and 2007, federal
funds purchased and securities sold under agreements to repurchase included funds invested by
customers in a non-deposit product of the bank subsidiary of $167,280,777, $176,909,231 and
$172,925,118, respectively. These accounts are non-insured, non-deposit accounts which allow
customers to earn interest on their account with no restrictions as to the number of transactions.
They are set up as sweep accounts with no check-writing capabilities and require the customer to
have at least one operating deposit account.
19
NOTE H BORROWINGS:
During 2009, the Company received approval to participate in the Federal Reserve Bank Discount
Window Primary Credit Program. The borrowing limit, which was $41,216,000 at December 31, 2009, is
based on the amount of collateral pledged, with certain loans from the Banks portfolio serving as
collateral. Borrowings bear interest at 25 basis points over the current fed funds rate and have
a maturity of one day. There was no outstanding balance at December 31, 2009. At December 31, 2009,
the Company had $104,270,452 outstanding in advances under a $133,693,944 line of credit with the
Federal Home Loan Bank of Dallas (FHLB). One advance in the amount of $5,000,000 bears interest
at a fixed rate of 6.50%. One advance in the amount of $30,000,000 bears interest at .15%. One
advance in the amount of $12,000,000 bears interest at a fixed rate of .09%. One advance in the
amount of $10,000,000 bears interest at a fixed rate of .12%. One advance in the amount of
$45,000,000 bears interest at a fixed rate of .10%. All of these advances mature in 2010. The
remaining balance consists of smaller advances bearing interest from 3.35% to 7.00% with maturity
dates from 2015 2040. The advances are collateralized by a blanket floating lien on the Companys
residential first mortgage loans.
NOTE I NOTES PAYABLE:
The Company had a $5,000,000 unsecured line of credit with Silverton Bank, N.A. The line bore interest at .50% under Wall Street Journal Prime and required interest only payments quarterly with all principal and accrued interest due at
maturity, which was July 6, 2009. There was no outstanding balance on this line at December 31, 2008. At December 31, 2007, the outstanding balance on this line was $150,000, which was included in Other Liabilities. The Company has a
$2,500,000 unsecured line of credit with Mississippi National Bankers Bank. The line bears interest at Wall Street Journal Prime with a floor of 4.00% and requires interest only payments quarterly with all principal and accrued interest due
at maturity, which is March 11, 2010. There was no outstanding balance on this line at December 31, 2009.
NOTE J INCOME TAXES:
Deferred taxes (or deferred charges) as of December 31, 2009, 2008 and 2007, included in other assets or other liabilities, were as follows (in thousands):
December 31, | 2009 | 2008 | 2007 | |||||||||
Deferred tax assets: |
||||||||||||
Allowance for loan losses |
$ | 2,661 | $ | 3,779 | $ | 3,282 | ||||||
Employee benefit plans liabilities |
3,005 | 2,579 | 2,268 | |||||||||
Earned retiree health benefits plan liability |
1,225 | 1,011 | 891 | |||||||||
Unearned retiree health benefits plan liability |
299 | 419 | 123 | |||||||||
Other |
540 | 316 | 327 | |||||||||
Deferred tax assets |
7,730 | 8,104 | 6,891 | |||||||||
Deferred tax liabilities: |
||||||||||||
Unrealized gain on available for sale securities, charged to equity |
339 | 1,817 | 589 | |||||||||
Bank premises and equipment |
6,547 | 6,093 | 6,094 | |||||||||
Other |
489 | 35 | 36 | |||||||||
Deferred tax liabilities |
7,375 | 7,945 | 6,719 | |||||||||
Net deferred taxes |
$ | 355 | $ | 159 | $ | 172 | ||||||
Income taxes consist of the following components (in thousands):
Years Ended December 31, | 2009 | 2008 | 2007 | |||||||||
Current |
$ | (208 | ) | $ | 2,897 | $ | 2,435 | |||||
Deferred |
1,162 | (920 | ) | 2,607 | ||||||||
Totals |
$ | 954 | $ | 1,977 | $ | 5,042 | ||||||
Income taxes amounted to less than the amounts computed by applying the U.S. Federal income tax rate of 34.0% for 2009 and 2008 and 35.0% for 2007
to earnings before income taxes. The reason for these differences is shown below (in thousands):
Years Ended December 31, | 2009 Amount | % | 2008 Amount | % | 2007 Amount | % | ||||||||||||||||||
Taxes computed at statutory rate |
$ | 1,419 | 34.0 | $ | 2,384 | 34.0 | $ | 5,624 | 35.0 | |||||||||||||||
Increase (decrease) resulting from: |
||||||||||||||||||||||||
Tax-exempt interest income |
(385 | ) | (9.2 | ) | (365 | ) | (5.2 | ) | (303 | ) | (1.9 | ) | ||||||||||||
Income from BOLI |
(183 | ) | (4.4 | ) | (168 | ) | (2.4 | ) | (177 | ) | (1.1 | ) | ||||||||||||
Federal tax credits |
(129 | ) | (3.1 | ) | ||||||||||||||||||||
Deferred expense adjustment |
228 | 5.5 | ||||||||||||||||||||||
Other |
4 | 0.1 | 126 | 1.8 | (102 | ) | (0.6 | ) | ||||||||||||||||
Total income taxes |
$ | 954 | 22.9 | $ | 1,977 | 28.20 | $ | 5,042 | 31.40 | |||||||||||||||
The Company has reviewed its income tax positions and specifically considered the recognition and
measurement requirements of the benefits recorded in its financial statements for tax positions
taken or expected to be taken in its tax returns. Based on its evaluation of these tax positions
for its open tax years, the Company has not recorded any tax liability for uncertain tax positions
as of December 31, 2009, 2008 and 2007.
20
NOTE K SHAREHOLDERS EQUITY:
Shareholders equity of the Company includes the undistributed earnings of the bank subsidiary.
Dividends to the Companys shareholders can generally be paid only from dividends paid to the
Company by its bank subsidiary. Consequently, dividends are dependent upon the earnings, capital
needs, regulatory policies and statutory limitations affecting the bank subsidiary. Dividends paid
by the bank subsidiary are subject to the approval of the Commissioner of Banking and Consumer
Finance of the State of Mississippi. At December 31, 2009, approximately $23,194,000 of
undistributed earnings of the bank subsidiary included in consolidated surplus and retained
earnings was available for future distribution to the Company as dividends. Dividends paid by the
Company are subject to the approval of the Federal Reserve Bank.
On November 26, 2002 the Companys Board of Directors (the Board) approved the repurchase of up
to 2.50% of the Companys common stock. On November 22, 2005, the Board approved a three year
extension of the plan originally approved on November 26, 2002. As a result of this repurchase
plan, which was completed during 2007, 139,475 shares were repurchased and retired. On July 25,
2007, the Board approved the repurchase of up to 2.50% of the outstanding shares of the Companys
common stock. As a result of this repurchase plan, which was completed during 2008, 135,987 shares
were repurchased and retired. On September 24, 2008, the Board approved the repurchase of up to
2.50% of the outstanding shares of the Companys common stock. As a result of this repurchase plan,
which was completed during 2009, 132,588 shares were repurchased and retired. On February 25, 2009,
the Board approved the repurchase of up to 3% of the outstanding shares of the Companys common
stock. As a result of this repurchase plan, 19,245 shares were repurchased and retired as of
December 31, 2009. The Company must receive approval from the Federal Reserve Bank before
repurchasing additional shares.
On December 4, 2009, the Companys Board of Directors approved a semi-annual dividend of $.10 per
share. This dividend has a record date of January 8, 2010 and a distribution date of January 15,
2010.
The bank subsidiary is subject to various regulatory capital requirements administered by the
federal banking agencies. Failure to meet minimum capital requirements can initiate certain
mandatory, and possibly additional discretionary, actions by the regulators that, if undertaken,
could have a direct material effect on the bank subsidiarys financial statements. Under capital
adequacy guidelines and the regulatory framework for prompt corrective action, the bank subsidiary
must meet specific capital guidelines that involve quantitative measures of the bank subsidiarys
assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting
practices. The bank subsidiarys capital amounts and classification are also subject to qualitative
judgments by the regulators about components, risk weightings and other factors.
Quantitative measures established by regulation to ensure capital adequacy require the bank
subsidiary to maintain minimum amounts and ratios of Total and Tier 1 capital to risk-weighted
assets, and Tier 1 capital to average assets.
As of December 31, 2009, the most recent notification from the Federal Deposit Insurance
Corporation categorized the bank subsidiary as well capitalized under the regulatory framework for
prompt corrective action. To be categorized as well capitalized, the bank subsidiary must have a
Total risk-based capital ratio of 10.00% or greater, a Tier 1 risk-based capital ratio of 6.00%
or greater and a Leverage capital ratio of 5.00% or greater. There are no conditions or events
since that notification that Management believes have changed the bank subsidiarys category.
The Companys actual capital amounts and ratios and required minimum capital amounts and ratios for 2009, 2008 and 2007, are as follows (in thousands):
Actual | For Capital Adequacy Purposes | |||||||||||||||
Amount | Ratio | Amount | Ratio | |||||||||||||
December 31, 2009: |
||||||||||||||||
Total Capital (to Risk Weighted Assets) |
$ | 111,060 | 19.08 | % | $ | 46,559 | 8.00 | % | ||||||||
Tier 1 Capital (to Risk Weighted Assets) |
103,785 | 17.83 | % | 23,280 | 4.00 | % | ||||||||||
Tier 1 Capital (to Average Assets) |
103,785 | 11.47 | % | 36,194 | 4.00 | % | ||||||||||
December 31, 2008: |
||||||||||||||||
Total Capital (to Risk Weighted Assets) |
$ | 111,714 | 19.28 | % | $ | 46,348 | 8.00 | % | ||||||||
Tier 1 Capital (to Risk Weighted Assets) |
104,472 | 18.03 | % | 23,174 | 4.00 | % | ||||||||||
Tier 1 Capital (to Average Assets) |
104,472 | 11.61 | % | 35,983 | 4.00 | % | ||||||||||
December 31, 2007: |
||||||||||||||||
Total Capital (to Risk Weighted Assets) |
$ | 112,510 | 19.63 | % | $ | 45,854 | 8.00 | % | ||||||||
Tier 1 Capital (to Risk Weighted Assets) |
105,345 | 18.38 | % | 22,927 | 4.00 | % | ||||||||||
Tier 1 Capital (to Average Assets) |
105,345 | 10.93 | % | 38,555 | 4.00 | % |
The bank subsidiarys actual capital amounts and ratios and required minimum capital amounts and ratios for 2009, 2008 and 2007, are as follows (in
thousands):
Actual | For Capital Adequacy Purposes | |||||||||||||||
Amount | Ratio | Amount | Ratio | |||||||||||||
December 31, 2009: |
||||||||||||||||
Total Capital (to Risk Weighted Assets) |
$ | 105,728 | 18.31 | % | $ | 46,184 | 8.00 | % | ||||||||
Tier 1 Capital (to Risk Weighted Assets) |
98,512 | 17.06 | % | 23,092 | 4.00 | % | ||||||||||
Tier 1 Capital (to Average Assets) |
98,512 | 10.94 | % | 36,006 | 4.00 | % | ||||||||||
December 31, 2008: |
||||||||||||||||
Total Capital (to Risk Weighted Assets) |
$ | 108,207 | 18.83 | % | $ | 45,984 | 8.00 | % | ||||||||
Tier 1 Capital (to Risk Weighted Assets) |
101,022 | 17.58 | % | 22,992 | 4.00 | % | ||||||||||
Tier 1 Capital (to Average Assets) |
101,022 | 11.31 | % | 35,743 | 4.00 | % | ||||||||||
December 31, 2007: |
||||||||||||||||
Total Capital (to Risk Weighted Assets) |
$ | 111,413 | 19.51 | % | $ | 45,676 | 8.00 | % | ||||||||
Tier 1 Capital (to Risk Weighted Assets) |
104,276 | 18.26 | % | 22,838 | 4.00 | % | ||||||||||
Tier 1 Capital (to Average Assets) |
104,276 | 10.84 | % | 38,481 | 4.00 | % |
21
NOTE L OTHER INCOME AND EXPENSES:
Other income consisted of the following (in thousands):
Years Ended December 31, | 2009 | 2008 | 2007 | |||||||||
| | | | ||||||||||||
Other service charges, commissions and fees |
$ | 83 | $ | 117 | $ | 171 | ||||||
Rentals |
484 | 538 | 345 | |||||||||
Increase in cash surrender value of life insurance |
535 | 494 | 505 | |||||||||
Other |
153 | 383 | 216 | |||||||||
Totals |
$ | 1,255 | $ | 1,532 | $ | 1,237 | ||||||
Other expenses consisted of the following (in thousands):
Years Ended December 31, | 2009 | 2008 | 2007 | |||||||||
Advertising |
$ | 583 | $ | 636 | $ | 597 | ||||||
Data processing |
380 | 344 | 457 | |||||||||
Legal and accounting |
518 | 680 | 452 | |||||||||
ATM expense |
2,038 | 2,024 | 1,814 | |||||||||
Consulting fees |
90 | 176 | 90 | |||||||||
Trust expense |
326 | 356 | 421 | |||||||||
FDIC and state assessments |
1,429 | 169 | 129 | |||||||||
Other |
1,754 | 2,114 | 1,938 | |||||||||
Totals |
$ | 7,118 | $ | 6,499 | $ | 5,898 | ||||||
NOTE M FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK:
The Company is a party to financial instruments with off-balance-sheet risk in the normal course of
business to meet the financing needs of its customers. These financial instruments include
commitments to extend credit and irrevocable letters of credit. These instruments involve, to
varying degrees, elements of credit and interest rate risk in excess of the amount recognized in
the balance sheet. The contract amounts of those instruments reflect the extent of involvement the
bank subsidiary has in particular classes of financial instruments. The Companys exposure to
credit loss in the event of nonperformance by the other party to the financial instrument for
commitments to extend credit and irrevocable letters of credit is represented by the contractual
amount of those instruments. The Company uses the same credit policies in making commitments and
conditional obligations as it does for on-balance-sheet instruments.
Commitments to extend credit are agreements to lend to a customer as long as there is no violation
of any conditions established in the agreement. Irrevocable letters of credit are conditional
commitments issued by the Company to guarantee the performance of a customer to a third party.
Commitments and irrevocable letters of credit generally have fixed expiration dates or other
termination clauses and may require payment of a fee. Since some of the commitments and irrevocable
letters of credit may expire without being drawn upon, the total amounts do not necessarily
represent future cash requirements. The Company evaluated each customers creditworthiness on a
case-by-case basis. The amount of collateral obtained upon extension of credit is based on
Managements credit evaluation of the customer. Collateral obtained varies but may include
equipment, real property and inventory.
The Company generally grants loans to customers in its primary trade area of Harrison, Hancock,
Jackson and Stone counties.
At December 31, 2009, 2008 and 2007, the Company had outstanding irrevocable letters of credit
aggregating $6,037,976, $7,201,053 and $7,128,972, respectively. At December 31, 2009, 2008 and
2007, the Company had outstanding unused loan commitments aggregating $97,882,869, $116,091,000 and
$133,771,000, respectively. Approximately $63,298,000, $69,684,000 and $72,208,000 of outstanding
commitments were at fixed rates and the remainder were at variable rates at December 31, 2009, 2008
and 2007, respectively.
NOTE N CONTINGENCIES:
In 2007,
USF&G filed a civil action against the Companys bank subsidiary and other non-related
parties alleging fraud in connection with the outcome of a lawsuit between the bank subsidiary and
USF&G. On
December 29, 2008, the Companys bank subsidiary and USF&G reached an out of court settlement,
pursuant to which the bank subsidiary did not admit any wrongdoing. This settlement effectively
concluded the matter between USF&G and the bank subsidiary only.
The bank is involved in various other legal matters and claims which are being defended and handled
in the ordinary course of business. None of these matters are expected, in the opinion of
Management, to have a material adverse effect upon the financial position or results of operations
of the Company.
22
NOTE O CONDENSED PARENT COMPANY ONLY FINANCIAL INFORMATION:
Peoples Financial Corporation began its operations September 30, 1985, when it acquired all the
outstanding stock of The Peoples Bank, Biloxi, Mississippi. A condensed summary of its financial
information is shown below.
CONDENSED BALANCE SHEETS (IN THOUSANDS):
December 31, | 2009 | 2008 | 2007 | |||||||||
Assets |
||||||||||||
Investments in subsidiaries, at underlying equity: |
||||||||||||
Bank subsidiary |
$ | 98,467 | $ | 103,701 | $ | 105,592 | ||||||
Nonbank subsidiary |
1 | 1 | 1 | |||||||||
Cash in bank subsidiary |
1,103 | 496 | 528 | |||||||||
Other assets |
4,694 | 4,552 | 2,226 | |||||||||
Total assets |
$ | 104,265 | $ | 108,750 | $ | 108,347 | ||||||
Liabilities and Shareholders Equity |
||||||||||||
Other liabilities |
$ | 677 | $ | 1,750 | $ | 1,805 | ||||||
Total liabilities |
677 | 1,750 | 1,805 | |||||||||
Shareholders equity |
103,588 | 107,000 | 106,542 | |||||||||
Total liabilities and shareholders equity |
$ | 104,265 | $ | 108,750 | $ | 108,347 | ||||||
CONDENSED STATEMENTS OF INCOME (IN THOUSANDS)
Years Ended December 31, | 2009 | 2008 | 2007 | |||||||||
Income |
||||||||||||
Earnings of unconsolidated bank subsidiary: |
||||||||||||
Distributed earnings |
$ | 5,800 | $ | 8,550 | $ | 6,800 | ||||||
Undistributed earnings |
(2,511 | ) | (3,511 | ) | 4,250 | |||||||
Interest income |
4 | 6 | ||||||||||
Other income |
7 | 75 | 43 | |||||||||
Total income |
3,296 | 5,118 | 11,099 | |||||||||
Expenses |
||||||||||||
Other |
71 | 87 | 90 | |||||||||
Total expenses |
71 | 87 | 90 | |||||||||
Income before income taxes |
3,225 | 5,031 | 11,009 | |||||||||
Income tax expense (benefit) |
5 | (3 | ) | (17 | ) | |||||||
Net income |
$ | 3,220 | $ | 5,034 | $ | 11,026 | ||||||
23
CONDENSED STATEMENTS OF CASH FLOWS (IN THOUSANDS):
Years Ended December 31, | 2009 | 2008 | 2007 | |||||||||
Cash flows from operating activities: |
||||||||||||
Net income |
$ | 3,220 | $ | 5,034 | $ | 11,026 | ||||||
Adjustments to reconcile net income to |
||||||||||||
net cash provided by (used in) operating activities: |
||||||||||||
Gain on liquidation of investment |
(249 | ) | ||||||||||
(Gain) loss on other investments |
(147 | ) | 270 | |||||||||
Impairment loss on equity investments |
150 | |||||||||||
Net income of consolidated subsidiaries |
(3,290 | ) | (5,039 | ) | (11,050 | ) | ||||||
Change in assets and liabilities: |
||||||||||||
Other assets |
5 | (3 | ) | 9 | ||||||||
Net cash provided by (used in) operating activities |
(62 | ) | 13 | (15 | ) | |||||||
Cash flows from investing activities: |
||||||||||||
Investment in equity securities |
(150 | ) | (3,160 | ) | (700 | ) | ||||||
Proceeds from liquidation of investment |
753 | |||||||||||
Dividends from unconsolidated subsidiary |
5,800 | 8,550 | 6,800 | |||||||||
Net cash provided by investing activities |
5,650 | 6,143 | 6,100 | |||||||||
Advances on line of credit |
1,500 | 300 | 950 | |||||||||
Principal payments on line of credit |
(1,500 | ) | (450 | ) | (800 | ) | ||||||
Retirement of stock |
(2,367 | ) | (3,035 | ) | (3,107 | ) | ||||||
Dividends paid |
(2,614 | ) | (3,003 | ) | (2,655 | ) | ||||||
Net cash used in financing activities |
(4,981 | ) | (6,188 | ) | (5,612 | ) | ||||||
Net increase (decrease) in cash |
607 | (32 | ) | 473 | ||||||||
Cash, beginning of year |
496 | 528 | 55 | |||||||||
Cash, end of year |
$ | 1,103 | $ | 496 | $ | 528 | ||||||
Peoples Financial Corporation paid income taxes of $520,000, $1,650,000 and $4,819,000 in 2009,
2008 and 2007, respectively. No interest was paid during the three years ended December 31, 2009.
NOTE P EMPLOYEE BENEFIT PLANS:
The Company sponsors the Peoples Financial Corporation Employee Stock Ownership Plan (ESOP).
Employees who are in a position requiring at least 1,000 hours of service during a plan year and
who are 21 years of age are eligible to participate in the ESOP. The Plan included 401(k)
provisions and the former Gulf National Bank Profit Sharing Plan. Effective January 1, 2001, the
ESOP was amended to separate the 401(k) funds into the Peoples Financial Corporation 401(k) Profit
Sharing Plan. The separation had no impact on the eligibility or benefits provided to participants
of either plan. The 401(k) provides for a matching contribution of 75% of the amounts contributed
by the employee (up to 6% of compensation). Contributions are determined by the Board of Directors
and may be paid either in cash or Peoples Financial Corporation capital stock. Total contributions
to the plans charged to operating expense were $400,000, $400,000 and $410,000 in 2009, 2008 and
2007, respectively.
Compensation expense of $9,091,240, $9,504,193 and $9,207,514 was the basis for determining the
ESOP contribution allocation to participants for 2009, 2008 and 2007, respectively. The ESOP held
445,884, 445,741 and 445,038 allocated shares at December 31, 2009, 2008 and 2007, respectively.
The Company established an Executive Supplemental Income Plan and a Directors Deferred Income
Plan, which provide for pre-retirement and post-retirement benefits to certain key executives and
directors. Benefits under the Executive Supplemental Income Plan are based upon the position and
salary of the officer at retirement or death. Normal retirement benefits under the plan are equal
to 67% of salary for the president and chief executive officer, 58% of salary for the executive
vice president and 50% of salary for
all other executive officers and are payable monthly over a period of fifteen years. Under the
Directors Deferred Income Plan, the directors are given an opportunity to defer receipt of their
annual directors fees until age sixty-five. For those who choose to participate, benefits are
payable monthly for ten years beginning the first day of the month following the directors normal
retirement date. The normal retirement date is the later of the normal retirement age (65) or
separation from service. Interest on deferred fees accrues at an annual rate of ten percent,
compounded annually. The Company has acquired insurance policies, with the bank subsidiary as owner
and beneficiary, that it may use as a source to pay potential benefits to the plan participants.
These contracts are carried at their cash surrender value, which amounted to $14,167,091,
$13,648,077 and $12,648,035 at December 31, 2009, 2008 and 2007, respectively. The present value of
accumulated benefits under these plans, using an interest rate of 6.00% in 2009, 2008 and 2007 and
the interest ramp-up method for 2009, 2008 and 2007, has been accrued. The accrual amounted to
$7,768,888, $6,798,774 and $5,796,097 at December 31, 2009, 2008 and 2007, respectively, and is
included in Other Liabilities.
24
The Company also has additional plans for post-retirement benefits for certain key executives. The
Company has acquired insurance policies, with the bank subsidiary as owner and beneficiary, which
it may use as a source to pay potential benefits to the plan participants. These contracts are
carried at their cash surrender value, which amounted to $793,434, $687,407 and $593,946 at
December 31, 2009, 2008 and 2007, respectively. The present value of accumulated benefits under
these plans using an interest rate of 6.00% in 2009 and 7.50% in 2008 and 2007 and the projected
unit cost method has been accrued. The accrual amounted to $835,249, $584,699 and $534,205 at
December 31, 2009, 2008 and 2007, respectively, and is included in Other Liabilities.
Additionally, there are two endorsement split dollar policies, with the bank subsidiary as owner
and beneficiary, which provide a guaranteed death benefit to the participants beneficiaries.
These contracts are carried at their cash surrender value, which amounted to $241,059, $233,903 and
$226,417 at December 31, 2009, 2008 and 2007, respectively. Beginning in 2008, the Company was
required to accrue the post-retirement benefit payable under these contacts and accordingly
recorded a liability of $56,832 on January 1, 2008. The present value of accumulated benefits under
these plans using an interest rate of 6.00% in 2009 and 2008 and the projected unit cost method
has been accrued. The accrual amounted to $66,717 and $60,232 at December 31, 2009 and 2008,
respectively, and is included in Other Liabilities.
The Company has additional plans for post-retirement benefits for directors. The Company has
acquired insurance policies, with the bank subsidiary as owner and beneficiary, that it may use as
a source to pay potential benefits to the plan participants. These contracts are carried at their
cash surrender value, that amounted to $127,810, $118,773 and $110,138 at December 31, 2009, 2008
and 2007, respectively. The present value of accumulated benefits under these plans using an
interest rate of 6.00% in 2009 and 2008 and 7.50% in 2007, and the projected unit cost method has
been accrued. The accrual amounted to $163,173, $142,088 and $150,587 at December 31, 2009, 2008
and 2007, respectively, and is included in Other Liabilities.
The Company provides post-retirement health insurance to certain of its retired employees.
Employees are eligible to participate in the retiree health plan if they retire from active service
no earlier than their Social Security normal retirement age, which varies from 65 to 67 based on
the year of birth. In addition, the employee must have at least 25 continuous years of service
with the Company immediately preceding retirement. However, any active employee who was at least
age 65 as of January 1, 1995, does not have to meet the 25 years of service requirement. The
accumulated post-retirement benefit obligation at January 1, 1995, was $517,599, which the
Company elected to amortize over 20 years. The Company reserves the right to modify, reduce or
eliminate these health benefits. The Company has chosen to not offer this post-retirement benefit
to individuals entering the employ of the Company after December 31, 2006.
The following is a summary of the components of the net periodic post-retirement benefit cost:
Years Ended December 31, | 2009 | 2008 | 2007 | |||||||||
Service cost, including amortization of loss |
$ | 396,918 | $ | 179,330 | $ | 275,345 | ||||||
Interest cost |
245,511 | 159,316 | 175,700 | |||||||||
Amortization of net transition obligation |
20,600 | 20,600 | 20,600 | |||||||||
Net periodic post-retirement benefit cost |
$ | 663,029 | $ | 359,246 | $ | 471,645 | ||||||
The discount rate used in determining the accumulated post-retirement benefit obligation was 6.05%
in 2009, 6.00% in 2008 and 6.50% in 2007. The assumed health care cost trend rate used in measuring
the accumulated post-retirement benefit obligation was 10.00% in 2003. The rate was assumed to
decrease gradually to 5.00% for 2013 and remain at that level thereafter. If the health care cost
trend rate assumptions were increased 1.00%, the accumulated post-retirement benefit obligation as
of December 31, 2009, would be increased by 22.61%, and the aggregate of the service and interest
cost components of the net periodic post-retirement benefit cost for the year then ended would
have increased by 25.75%. If the health care cost trend rate assumptions were decreased 1.00%, the
accumulated post-retirement benefit obligation as of December 31, 2009, would be decreased by
17.59%, and the aggregate of the service and interest cost components of the net periodic
post-retirement benefit cost for the year then ended would have decreased by 19.59%.
The following table presents the estimated benefit payments for each of the next five years and in
the aggregate for the next five years:
Year | ||||
2010
|
$ | 64,000 | ||
2011
|
73,000 | |||
2012
|
74,000 | |||
2013
|
87,000 | |||
2014
|
4,000 | |||
2015 2019
|
1,092,000 |
25
The following is a reconciliation of the accumulated post-retirement benefit obligation, which is
included in Other Liabilities:
Accumulated post-retirement benefit obligation as of December
31, 2008 |
$ | 4,208,429 | ||
Service cost |
313,509 | |||
Interest cost |
245,511 | |||
Actuarial gain |
(111,305 | ) | ||
Benefits paid |
(57,257 | ) | ||
Accumulated post-retirement benefit obligation as of December
31, 2009 |
$ | 4,598,887 | ||
The following is a summary of the change in plan assets:
2009 | 2008 | 2007 | ||||||||||
Fair value of plan assets at beginning of year |
$ | $ | $ | |||||||||
Actual return of assets |
||||||||||||
Employer contribution |
57,257 | 84,186 | 80,122 | |||||||||
Benefits paid, net |
(57,257 | ) | (84,186 | ) | (80,122 | ) | ||||||
Fair value of plan assets at end of year |
$ | $ | $ | |||||||||
Amounts recognized in Accumulated Other Comprehensive Income, net of tax, were:
December 31, | 2009 | 2008 | 2007 | |||||||||
Net loss |
$ | 86,201 | $ | 159,662 | $ | 134,749 | ||||||
Transition obligation |
67,965 | 81,574 | 92,078 | |||||||||
Prior service cost |
724,998 | 780,036 | ||||||||||
Total accumulated other comprehensive income |
$ | 879,164 | $ | 1,021,272 | $ | 226,827 | ||||||
Amounts recognized in the accumulated post-retirement benefit obligation and other comprehensive
income were:
For the year ended December 31,
2009 | ||||
Unrecognized actuarial gain |
$ | (111,305 | ) | |
Amortization of prior service cost |
(83,409 | ) | ||
Amortization of transition obligation |
(20,600 | ) | ||
Total accumulated other comprehensive income |
$ | (215,314 | ) | |
The estimated net loss and prior transition obligation for the other postretirement plan that will
be amortized from accumulated other comprehensive income into net periodic benefit cost during 2010
is $83,409 and $20,600, respectively.
NOTE Q FAIR VALUE OF FINANCIAL INSTRUMENTS:
All entities are required to disclose the fair value of financial instruments, both assets and
liabilities recognized and not recognized in the statement of condition, for which it is practical
to estimate its fair value. Certain financial instruments and all nonfinancial instruments are
excluded from these disclosure requirements. Significant assets and liabilities that are not
considered financial instruments include deferred income taxes and bank premises and equipment.
26
Accordingly, the aggregate fair value amounts presented do not represent the underlying value of
the Company. In preparing these disclosures, Management made highly sensitive estimates and
assumptions in developing the methodology to be utilized in the computation of fair value. These
estimates and assumptions were formulated based on judgments regarding economic conditions and
risk characteristics of the financial instruments that were present at the time the computations
were made. Events may occur that alter these conditions and perhaps change the assumptions as well.
A change in the assumptions might affect the fair value of the financial instruments disclosed in
this footnote. These estimates do not reflect any premium or discount that could result from
offering for sale at one time the Companys entire holdings of a particular financial instrument.
Fair value estimates are based on existing on and off-balance sheet financial instruments without
attempting to estimate the value of anticipated future business and the value of assets and
liabilities that are not considered financial instruments. In addition, the tax consequences
related to the realization of the unrealized gains and losses have not been computed or disclosed
herein. These fair value estimates, methods and assumptions are set forth below.
Cash and Due from Banks
The carrying amount shown as cash and due from banks approximates fair value.
Federal Funds Sold
The carrying amount shown as federal funds sold approximates fair value.
Available for Sale Securities
The fair value of available for sale securities is based on quoted market prices.
Held to Maturity Securities
The fair value of held to maturity securities is based on quoted market prices.
Other Investments
The carrying amount shown as other investments approximates fair value.
Federal Home Loan Bank Stock
The carrying amount shown as Federal Home Loan Bank Stock approximates fair value.
Loans
The fair value of loans is estimated by discounting the future cash flows using the current rates
at which similar loans would be made to borrowers with similar credit ratings for the remaining
maturities. The cash flows considered in computing the fair value of such loans are segmented into
categories relating to the nature of the contract and collateral based on contractual principal
maturities. Appropriate adjustments are made to reflect probable credit losses. Cash flows have
not been adjusted for such factors as prepayment risk or the effect of the maturity of balloon
notes. The fair value of floating rate loans is estimated to be its carrying value.
Cash Surrender Value of Life Insurance
The carrying amount of cash surrender value of bank-owned life insurance approximates fair value.
Deposits
The fair value of non-interest bearing demand and interest bearing savings and demand deposits is
the amount reported in the financial statements. The fair value of time deposits is estimated by
discounting the cash flows using current rates of time deposits with similar remaining maturities.
The cash flows considered in computing the fair value of such deposits are based on contractual
maturities, since approximately 98% of time deposits provide for automatic renewal at current
interest rates.
Federal Funds Purchased and Securities Sold under Agreements to Repurchase
The carrying amount shown as federal funds purchased and securities sold under agreements to
repurchase approximates fair value.
Borrowings from Federal Home Loan Bank
The fair value of FHLB fixed rate borrowings is estimated using discounted cash flows based on
current incremental borrowing rates for similar types of borrowing arrangements. The Company has no
FHLB variable rate borrowings.
Commitments to Extend Credit and Standby Letters of Credit
Because commitments to extend credit and standby letters of credit are generally short-term and at
variable rates, the contract value and estimated value associated with these instruments are
immaterial.
27
The following table presents carrying amounts and estimated fair values for financial assets and
financial liabilities at December 31, 2009, 2008 and 2007 (in thousands):
2009 | 2008 | 2007 | ||||||||||||||||||||||
Carrying | Fair | Carrying | Fair | Carrying | Fair | |||||||||||||||||||
Amount | Value | Amount | Value | Amount | Value | |||||||||||||||||||
Financial Assets: |
||||||||||||||||||||||||
Cash and due from banks |
$ | 29,155 | $ | 29,155 | $ | 34,016 | $ | 34,016 | $ | 34,665 | $ | 34,665 | ||||||||||||
Federal funds sold |
4 | 4 | 270 | 270 | ||||||||||||||||||||
Available for sale
securities |
311,434 | 311,434 | 340,462 | 340,462 | 386,029 | 386,029 | ||||||||||||||||||
Held to maturity
securities |
3,202 | 3,341 | 3,394 | 3,438 | 4,630 | 4,676 | ||||||||||||||||||
Other investments |
4,036 | 4,036 | 3,889 | 3,889 | 1,000 | 1,000 | ||||||||||||||||||
Federal Home Loan Bank
Stock |
5,016 | 5,016 | 2,071 | 2,071 | 936 | 936 | ||||||||||||||||||
Loans, net |
457,148 | 460,588 | 456,263 | 461,113 | 441,614 | 439,694 | ||||||||||||||||||
Cash surrender value of
life insurance |
15,329 | 15,329 | 14,688 | 14,688 | 13,579 | 13,579 | ||||||||||||||||||
Financial Liabilities: |
||||||||||||||||||||||||
Deposits: |
||||||||||||||||||||||||
Non-interest bearing |
96,541 | 96,541 | 109,033 | 109,033 | 113,916 | 113,916 | ||||||||||||||||||
Interest bearing |
374,160 | 375,052 | 401,442 | 402,361 | 455,214 | 456,490 | ||||||||||||||||||
Total deposits |
470,701 | 471,593 | 510,475 | 511,394 | 569,130 | 570,406 | ||||||||||||||||||
Federal funds
purchased and
securities sold under
agreements to
repurchase |
174,431 | 174,431 | 226,609 | 226,609 | 231,255 | 231,255 | ||||||||||||||||||
Borrowings from
Federal Home Loan Bank |
104,270 | 105,815 | 36,938 | 37,547 | 7,100 | 7,811 |
28
PEOPLES FINANCIAL CORPORATION AND SUBSIDIARIES | ||
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
To the Board of Directors
Peoples Financial Corporation
Biloxi, Mississippi
Peoples Financial Corporation
Biloxi, Mississippi
We have audited Peoples Financial Corporation and subsidiaries (the Company) internal control
over financial reporting as of December 31, 2009, based on criteria established in Internal
Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO). Peoples Financial Corporations management is responsible for maintaining
effective internal control over financial reporting and for its assessment of the effectiveness of
internal control over financial reporting included in the accompanying Managements Report on
Internal Controls over Financial Reporting. Our responsibility is to express an opinion on the
Companys internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control over financial reporting was
maintained in all material respects. Our audit included obtaining an understanding of internal
control over financial reporting, assessing the risk that a material weakness exists, and testing
and evaluating the design and operating effectiveness of internal control based on the assessed
risk. Our audit also included performing such other procedures as we considered necessary in the
circumstances. We believe that our audit provides a reasonable basis for our opinion.
A companys internal control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles. A
companys internal control over financial reporting includes those policies and procedures that (1)
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the Company
are being made only in accordance with authorizations of management and directors of the Company;
and (3)provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the Companys assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliancy with the policies or procedures may deteriorate.
In our opinion, Peoples Financial Corporation and subsidiaries maintained, in all material
respects, effective internal control over financial reporting as of December 31, 2009, based on
criteria established in Internal Control-Integrated Framework issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the consolidated statements of condition of Peoples Financial Corporation
and subsidiaries as of December 31, 2009, 2008 and 2007, and the related statements of income,
shareholders equity and cash flows for the years then ended, and our report dated February 24,
2010, expressed an unqualified opinion on those consolidated financial statements.
Atlanta, Georgia
February 24, 2010
February 24, 2010
29
PEOPLES FINANCIAL CORPORATION AND SUBSIDIARIES
|
||
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
To the Board of Directors
Peoples Financial Corporation
Biloxi, Mississippi
Peoples Financial Corporation
Biloxi, Mississippi
We have audited the accompanying consolidated statements of condition of Peoples Financial
Corporation and subsidiaries (the Company) as of December 31, 2009, 2008 and 2007, and the
related consolidated statements of income, shareholders equity and cash flows for the years then
ended. These financial statements are the responsibility of the Companys management. Our
responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all
material respects, the financial position of Peoples Financial Corporation and subsidiaries as of
December 31, 2009, 2008 and 2007, and the results of their operations and their cash flows for the
years then ended in conformity with accounting principles generally accepted in the United States
of America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), Peoples Financial Corporation and subsidiaries internal control over
financial reporting as of December 31, 2009, based on criteria established in Internal
ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission and our report dated February 24, 2010, expressed an unqualified opinion on the
effectiveness of Peoples Financial Corporations internal control over financial reporting.
Atlanta, Georgia
February 24, 2010
February 24, 2010
30
FIVE-YEAR COMPARATIVE SUMMARY OF SELECTED FINANCIAL INFORMATION
(IN THOUSANDS EXCEPT PER SHARE DATA):
Peoples Financial Corporation and Subsidiaries
2009 | 2008 | 2007 | 2006 | 2005 | ||||||||||||||||
Balance Sheet Summary |
||||||||||||||||||||
Total assets |
$ | 869,007 | $ | 896,408 | $ | 927,357 | $ | 964,023 | $ | 845,325 | ||||||||||
Available for sale securities |
311,434 | 340,642 | 386,029 | 396,907 | 178,394 | |||||||||||||||
Held to maturity securities |
3,202 | 3,394 | 4,630 | 85,574 | 134,047 | |||||||||||||||
Loans, net of unearned discount |
464,976 | 467,377 | 450,992 | 401,194 | 349,346 | |||||||||||||||
Deposits |
470,701 | 510,476 | 569,130 | 613,170 | 592,217 | |||||||||||||||
Borrowings from FHLB |
104,270 | 36,938 | 7,100 | 7,267 | 7,352 | |||||||||||||||
Shareholders equity |
103,588 | 107,000 | 106,542 | 98,233 | 87,503 | |||||||||||||||
Summary of Operations |
||||||||||||||||||||
Interest income |
$ | 34,289 | $ | 43,573 | $ | 55,971 | $ | 48,894 | $ | 32,343 | ||||||||||
Interest expense |
7,401 | 14,963 | 25,452 | 18,785 | 7,550 | |||||||||||||||
Net interest income |
26,888 | 28,610 | 30,519 | 30,109 | 24,793 | |||||||||||||||
Provision for loan losses |
5,225 | 2,347 | (1,045 | ) | 141 | 3,614 | ||||||||||||||
Net interest
income after provision for loan losses |
21,663 | 26,263 | 31,564 | 29,968 | 21,179 | |||||||||||||||
Non-interest income |
10,147 | 7,268 | 9,767 | 12,309 | 7,237 | |||||||||||||||
Non-interest expense |
27,636 | 26,520 | 25,263 | 23,050 | 20,468 | |||||||||||||||
Income before taxes and extraordinary gain |
4,174 | 7,011 | 16,068 | 19,227 | 7,948 | |||||||||||||||
Applicable income taxes |
954 | 1,977 | 5,042 | 6,459 | 2,604 | |||||||||||||||
Extraordinary gain |
538 | |||||||||||||||||||
Net income |
$ | 3,220 | $ | 5,034 | $ | 11,026 | $ | 12,768 | $ | 5,882 | ||||||||||
Per Share Data |
||||||||||||||||||||
Basic and diluted earnings per share |
$ | .62 | $ | .94 | $ | 2.01 | $ | 2.30 | $ | 1.06 | ||||||||||
Basic and diluted earnings per share before extraordinary gain |
.62 | .94 | 2.01 | 2.30 | .96 | |||||||||||||||
Dividends per share |
.50 | .56 | .52 | .44 | .38 | |||||||||||||||
Book value |
20.11 | 20.27 | 19.56 | 17.71 | 15.77 | |||||||||||||||
Weighted average number of shares |
5,170,430 | 5,342,470 | 5,489,861 | 5,548,300 | 5,550,477 | |||||||||||||||
Selected Ratios |
||||||||||||||||||||
Return on average assets |
.36 | % | .55 | % | 1.15 | % | 1.41 | % | .82 | % | ||||||||||
Return on average equity |
3.06 | % | 4.73 | % | 10.77 | % | 13.75 | % | 6.79 | % | ||||||||||
Primary capital to average assets |
12.49 | % | 12.81 | % | 12.13 | % | 11.91 | % | 13.67 | % | ||||||||||
Risk-based capital ratios: |
||||||||||||||||||||
Tier 1 |
17.83 | % | 18.03 | % | 18.38 | % | 19.87 | % | 20.26 | % | ||||||||||
Total |
19.08 | % | 19.28 | % | 19.63 | % | 21.12 | % | 21.51 | % |
31
SUMMARY OF QUARTERLY RESULTS OF OPERATIONS
(IN THOUSANDS EXCEPT PER SHARE DATA):
Peoples Financial Corporation and Subsidiaries
Quarter Ended, 2009 | March 31 | June 30 | September 30 | December 31 | ||||||||||||
Interest income |
$ | 8,568 | $ | 8,595 | $ | 8,671 | $ | 8,455 | ||||||||
Net interest income |
6,274 | 6,569 | 7,019 | 7,026 | ||||||||||||
Provision for loan losses |
348 | 1,502 | 1,875 | 1,500 | ||||||||||||
Income before income taxes |
1,993 | 151 | 1,069 | 961 | ||||||||||||
Net income |
1,703 | 201 | 974 | 342 | ||||||||||||
Basic and diluted earnings per share |
.33 | .04 | .19 | .06 |
Quarter Ended, 2008 | March 31 | June 30 | September 30 | December 31 | ||||||||||||
Interest income |
$ | 12,081 | $ | 10,901 | $ | 10,706 | $ | 9,885 | ||||||||
Net interest income |
7,201 | 7,084 | 7,217 | 7,108 | ||||||||||||
Provision for loan losses |
46 | 48 | 2,001 | 252 | ||||||||||||
Income before income taxes |
3,128 | 3,262 | (1,658 | ) | 2,279 | |||||||||||
Net income |
2,089 | 2,178 | (1,053 | ) | 1,820 | |||||||||||
Basic and diluted earnings per share |
.39 | .41 | (.20 | ) | .35 |
Market Information
The Companys stock is traded under the symbol PFBX and is quoted in publications under PplFnMS. The following table
sets forth the high and low sale
prices of the Companys common stock as reported on
the NASDAQ Stock Market.
Year | Quarter | High | Low | Dividend per share | ||||||||||||
2009 |
1st | $ | 20.00 | $ | 15.76 | $ | .30 | |||||||||
2nd | 21.49 | 16.00 | ||||||||||||||
3rd | 21.49 | 17.30 | .20 | |||||||||||||
4th | 21.39 | 15.35 | ||||||||||||||
2008 |
1st | $ | 25.49 | $ | 19.89 | $ | .27 | |||||||||
2nd | 23.35 | 20.50 | ||||||||||||||
3rd | 23.57 | 18.00 | .29 | |||||||||||||
4th | 22.60 | 17.80 |
32
PEOPLES FINANCIAL CORPORATION AND SUBSIDIARIES CORPORATE INFORMATION |
Corporate Office
Mailing Address
P. O. Box 529
Biloxi, MS 39533-0529
Mailing Address
P. O. Box 529
Biloxi, MS 39533-0529
Physical Address
152 Lameuse Street
Biloxi, MS 39530
(228)435-8205
152 Lameuse Street
Biloxi, MS 39530
(228)435-8205
Website
www.thepeoples.com
www.thepeoples.com
Corporate Stock
The common stock of Peoples Financial Corporation is traded
on the NASDAQ Capital Market under the symbol: PFBX.
The current market makers are:
FIG Partners
FTN Midwest Research Secs.
Howe Barnes Hoefer & Arnett
Knight Equity Markets, L.P.
Morgan Keegan & Company, Inc.
Sterne, Agee & Leach, Inc.
Stifel Nicolaus & Co.
FTN Midwest Research Secs.
Howe Barnes Hoefer & Arnett
Knight Equity Markets, L.P.
Morgan Keegan & Company, Inc.
Sterne, Agee & Leach, Inc.
Stifel Nicolaus & Co.
Shareholder Information
For complete information concerning the common stock of
Peoples Financial Corporation, including dividend reinvestment,
or general information about the Company, direct inquiries to
transfer agent/investor relations:
Asset Management & Trust Services Department
The Peoples Bank, Biloxi, Mississippi
P. O. Box 1416, Biloxi, Mississippi 39533-1416
(228) 435-8208, e-mail: investorrelations@thepeoples.com
The Peoples Bank, Biloxi, Mississippi
P. O. Box 1416, Biloxi, Mississippi 39533-1416
(228) 435-8208, e-mail: investorrelations@thepeoples.com
Independent Auditors
Porter Keadle Moore, LLP
Atlanta, Georgia
Atlanta, Georgia
S.E.C. Form 10-K Requests
A copy of the Annual Report on Form 10-K, as filed with the
Securities and Exchange Commission, may be obtained without
charge by directing a written request to:
Lauri A. Wood, Chief Financial Officer and Controller
Peoples Financial Corporation
P. O. Drawer 529, Biloxi, Mississippi 39533-0529
(228) 435-8412, e-mail: lwood@thepeoples.com
Peoples Financial Corporation
P. O. Drawer 529, Biloxi, Mississippi 39533-0529
(228) 435-8412, e-mail: lwood@thepeoples.com
33