UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September 30, 2017~~ March 31, 2019

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

Commission File Number001-12103

PEOPLES FINANCIAL CORPORATION

~~PEOPLES FINANCIAL CORPORATION~~

(Exact name of registrant as specified in its charter)

Mississippi

64-0709834

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)


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

(228)435-5511

~~(228)435-5511~~

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of RegulationS-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such ~~files.)~~files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer” ~~and~~, “smaller reporting company” and “emerging growth company” in Rule12b-2 of the Exchange Act. ~~(Check one):~~

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes ☐ No ☒

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

None

PFBX

None

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the last practicable date. Peoples Financial Corporation has only one class of common stock authorized. At ~~October 31, 2017,~~April 30, 2019, there were 15,000,000 shares of $1 par value common stock authorized, with ~~5,123,186~~4,943,186 shares issued and outstanding.

Part 1 -– Financial Information

Item 1: Financial Statements

Peoples Financial Corporation and Subsidiaries

Consolidated Statements of Condition

(in thousands except share data)

   September 30,
2017    December 31,
2016
   (unaudited)    (audited)
Assets

Cash and due from banks
   $ 42,278    $ 41,116
Available for sale securities
   245,788    233,578
Held to maturity securities, fair value of $49,303 at September 30, 2017; $46,935 at December 31, 2016
   49,405    48,150
Other investments
   2,729    2,693
Federal Home Loan Bank Stock, at cost
   544    539
Loans
   272,823    315,355
Less: Allowance for loan losses
   6,152    5,466




Loans, net
   266,671    309,889
Bank premises and equipment, net of accumulated depreciation
   20,541    21,644
Other real estate
   8,081    8,513
Accrued interest receivable
   1,991    1,855
Cash surrender value of life insurance
   18,153    19,249
Other assets
   806    788




Total assets
   $ 656,987    $ 688,014


	March 31, 2019		December 31, 2018
	(unaudited)		(audited)
Assets
Cash and due from banks	$	39,087	$	17,191
Available for sale securities		222,119		222,110
Held to maturity securities, fair value of $54,512 at March 31, 2019; $53,459 at December 31, 2018		54,632		54,598
Other investments		2,751		2,811
Federal Home Loan Bank Stock, at cost		2,077		2,069
Loans		267,492		273,346
Less: Allowance for loan losses		5,376		5,340

Loans, net		262,116		268,006
Bank premises and equipment, net of accumulated depreciation		18,562		18,879
Other real estate		8,873		8,943
Accrued interest receivable		2,305		1,956
Cash surrender value of life insurance		18,982		18,841
Other assets		1,457		1,382

Total assets	$	632,961	$	616,786

Peoples Financial Corporation and Subsidiaries

Consolidated Statements of Condition (continued)

(in thousands except share data)


	September 30, 2017		December 31, 2016			March 31, 2019			December 31, 2018
	(unaudited)		(audited)			(unaudited)			(audited)
Liabilities and Shareholders’ Equity Liabilities:
Liabilities and Shareholders’ Equity
Liabilities:
Deposits:
Demand,non-interest bearing	$	147,975	$	132,381		$	130,184		$	114,512
Savings and demand, interest bearing		310,725		364,975			301,044			278,772
Time, $100,000 or more		55,719		38,650			43,115			52,787
Other time deposits		30,648		39,010			46,994			27,435

Total deposits		545,067		575,016			521,337			473,506
Borrowings from Federal Home Loan Bank		1,216		6,257			1,068			36,142
Employee and director benefit plans liabilities		17,217		16,768			18,542			18,415
Other liabilities		1,688		1,512			1,329			1,789

Total liabilities		565,188		599,553			542,276			529,852
Shareholders’ Equity:
Common stock, $1 par value, 15,000,000 shares authorized, 5,123,186 shares issued and outstanding at September 30, 2017 and December 31, 2016		5,123		5,123
Common stock, $1 par value, 15,000,000 shares authorized, 4,943,186 shares issued and outstanding at March 31, 2019 and December 31, 2018							4,943			4,943
Surplus		65,780		65,780			65,780			65,780
Undivided profits		20,730		19,318			20,729			20,324
Accumulated other comprehensive income (loss), net of tax		166		(1,760	)
Accumulated other comprehensive loss							(767	)		(4,113	)

Total shareholders’ equity		91,799		88,461			90,685			86,934

Total liabilities and shareholders’ equity	$	656,987	$	688,014		$	632,961		$	616,786

See ~~notes~~Notes to ~~consolidated financial statements.~~

Consolidated Financial Statements.

Peoples Financial Corporation and Subsidiaries

Consolidated Statements of Income

(in thousands except per share data)(unaudited)

   Three Months Ended
September 30,    Nine Months Ended
September 30,
   2017    2016    2017    2016
Interest income:

Interest and fees on loans
   $ 3,165    $ 3,568    $ 9,734    $ 10,833
Interest and dividends on securities:

U.S. Treasuries
   413    283    1,203    740
U.S. Government agencies
   126    161    404    728
Mortgage-backed securities
   343    137    876    414
States and political subdivisions
   420    333    1,199    954
Corporate bonds
      7    8    23
Other investments
   8    9    14    19
Interest on balances due from depository institutions
   148    95    384    212








Total interest income
   4,623    4,593    13,822    13,923








Interest expense:

Deposits
   381    237    981    661
Borrowings from Federal Home Loan Bank
   8    30    32    115








Total interest expense
   389    267    1,013    776








Net interest income
   4,234    4,326    12,809    13,147
Provision for allowance for loan losses
   29       85    137








Net interest income after provision for allowance for loan losses
   $ 4,205    $ 4,326    $ 12,724    $ 13,010


	Three Months Ended March 31,
	2019		2018
Interest income:
Interest and fees on loans	$	3,689	$	3,233
Interest and dividends on securities:
U.S. Treasuries		294		379
U.S. Government agencies		125		122
Mortgage-backed securities		822		550
Collateralized mortgage obligations		12
States and political subdivisions		460		439
Other investments		11		3
Interest on balances due from depository institutions		87		39

Total interest income		5,500		4,765

Interest expense:
Deposits		802		476
Borrowings from Federal Home Loan Bank		78		20

Total interest expense		880		496

Net interest income		4,620		4,269
Provision for allowance for loan losses		54		35

Net interest income after provision for allowance for loan losses	$	4,566	$	4,234

Peoples Financial Corporation and Subsidiaries

Consolidated Statements of Income (continued)

(in thousands except per share data)(unaudited)


	Three Months Ended September 30,					Nine Months Ended September 30,						Three Months Ended March 31,
	2017		2016			2017			2016			2019		2018
Non-interest income:
Trust department income and fees	$	430	$	429		$	1,224		$	1,192		$	371	$	433
Service charges on deposit accounts		947		946			2,799			2,796			882		911
Gain on liquidation, sales and calls of securities				67			137			158
Income (loss) from other investments		7		(14	)		36			(27	)
Increase in cash surrender value of life insurance		98		102			326			295			105		107
Gain from death benefits from life insurance							429
Other income		128		236			376			523			108		111

Totalnon-interest income		1,610		1,766			5,327			4,937			1,466		1,562

Non-interest expense:
Salaries and employee benefits		2,746		2,776			8,344			8,305			2,734		2,829
Net occupancy		493		559			1,548			1,798			474		440
Equipment rentals, depreciation and maintenance		722		763			2,251			2,229			833		758
FDIC and state banking assessments		130		232			327			661			102		114
Data processing		322		334			972			1,006			347		327
ATM expense		141		147			399			422			169		138
Other real estate expense		305		26			635			500			50		120
Loss from other investments													60		39
Other expense		720		849			2,450			2,405			858		739

Totalnon-interest expense		5,579		5,686			16,926			17,326			5,627		5,504

Income before income taxes		236		406			1,125			621
Income tax expense (benefit)							(338	)		78

Net income	$	236	$	406		$	1,463		$	543		$	405	$	292

Basic and diluted earnings per share	$	.05	$	.08		$	.29		$	.10		$	.08	$	.06

Dividends declared per share	$	.01	$			$	.01		$			$		$

See ~~notes~~Notes to ~~consolidated financial statements.~~

Consolidated Financial Statements.

Peoples Financial Corporation and Subsidiaries

Consolidated Statements of Comprehensive Income (Loss)

(in thousands)(unaudited)


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
	2017			2016			2017			2016			2019		2018
Net income	$	236		$	406		$	1,463		$	543		$	405	$	292
Other comprehensive income (loss):
Net unrealized gain (loss) on available for sale securities		(319	)		(598	)		2,063			2,132			3,346		(2,594	)
Reclassification adjustment for realized gain on available for sale securities called or sold					(67	)		(137	)		(158	)

Total other comprehensive income (loss)		(319	)		(665	)		1,926			1,974			3,346		(2,594	)

Total comprehensive income (loss)	$	(83	)	$	(259	)	$	3,389		$	2,517		$	3,751	$	(2,302	)

See ~~notes~~Notes to ~~consolidated financial statements.~~

Consolidated Financial Statements.

Peoples Financial Corporation and Subsidiaries

Consolidated ~~Statement~~Statements of Changes in Shareholders’ Equity

(in thousands except share ~~and per share~~ data)

   Number of
Common
Shares    Common
Stock    Surplus    Undivided
Profits Accumulated
Other
Comprehensive
Income (Loss) Total
Balance, January 1, 2017
   5,123,186    $ 5,123    $ 65,780    $ 19,318 $ (1,760 ) $ 88,461
Net income
            1,463 1,463
Dividend declared ($.01 per share)
            (51 ) (51 )
Other comprehensive income
            1,926 1,926








Balance, September 30, 2017
   5,123,186    $ 5,123    $ 65,780    $ 20,730 $ 166 $ 91,799


												Accumulated
	Number of											Other
	Common			Common					Undivided			Comprehensive
	Shares			Stock			Surplus		Profits			Loss			Total
Balance, January 1, 2018		5,083,186		$	5,083		$	65,780	$	21,563		$	(2,927	)	$	89,499
Net income										292						292
Other comprehensive loss													(2,594	)		(2,594	)
Retirement of stock		(10,392	)		(10	)				(135	)					(145	)

Balance, March 31, 2018		5,072,794		$	5,073		$	65,780	$	21,720		$	(5,521	)	$	87,052

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

Balance, March 31, 2019		4,943,186		$	4,943		$	65,780	$	20,729		$	(767)		$	90,685

Note: Balances as of January 1, ~~2017~~2018 and 2019 were audited.

See ~~notes~~Notes to ~~consolidated financial statements.~~

Consolidated Financial Statements.

Peoples Financial Corporation and Subsidiaries

Consolidated Statements of Cash Flows

(in thousands)(unaudited)

   Nine Months Ended
September 30,
   2017 2016
Cash flows from operating activities:

Net income
   $ 1,463 $ 543
Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation
   1,426 1,356
Provision for allowance for loan losses
   85 137
Writedown of other real estate
   397 420
(Gains) losses on sales of other real estate
   95 (199 )
(Income) loss from other investments
   (36 ) 27
Gain from death benefits from life insurance
   (429 )
Amortization of held to maturity securities
   190 111
Amortization of available for sale securities
   130 17
Gain on sales and calls of securities
   (137 ) (158 )
Change in accrued interest receivable
   (136 ) 155
Increase in cash surrender value of life insurance
   (326 ) (295 )
Change in other assets
   (18 ) (274 )
Change in other liabilities
   574 217


Net cash provided by operating activities
   $ 3,278 $ 2,057


	Three Months Ended March 31,
	2019			2018
Cash flows from operating activities:
Net income	$	405		$	292
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		488			480
Provision for allowance for loan losses		54			35
Writedown of other real estate					17
Loss on sales of other real estate		20			4
Loss from other investments		60			39
Amortization of available for sale securities		50			113
Amortization of held to maturity securities		66			61
Change in accrued interest receivable		(349	)		(194	)
Increase in cash surrender value of life insurance		(105	)		(107	)
Change in other assets		(75	)		(65	)
Change in other liabilities		(333	)		(483	)

Net cash provided by operating activities	$	281		$	192

Peoples Financial Corporation and Subsidiaries

Consolidated Statements of Cash Flows (continued)

(in thousands) (unaudited)


	Nine Months Ended September 30,						Three Months Ended March 31,
	2017			2016			2019			2018
Cash flows from investing activities:
Proceeds from maturities, sales and calls of available for sale securities	$	58,201		$	141,834
Proceeds from maturities of held to maturity securities		7,725			510
Proceeds from maturities of available for sale securities							$	8,104		$	13,285
Purchases of available for sale securities		(68,478	)		(145,832	)		(4,817	)		(10,723	)
Proceeds from maturities and calls of held to maturity securities								520			220
Purchases of held to maturity securities		(9,170	)		(17,120	)		(620	)
(Purchase) redemption of Federal Home Loan Bank stock		(5	)		1,101
Purchases of Federal Home Loan Bank stock								(8	)		(62	)
Proceeds from sales of other real estate		1,296			2,017			419			120
Loans, net change		41,777			10,431			5,467			4,267
Acquisition of bank premises and equipment		(323	)		(583	)		(171	)		(247	)
Investment in cash surrender value of life insurance		(78	)		(85	)		(36	)		(21	)
Proceeds from death benefits from life insurance		1,929

Net cash provided by (used in) investing activities		32,874			(7,727	)
Net cash provided by investing activities								8,858			6,839

Cash flows from financing activities:
Demand and savings deposits, net change		(38,656	)		47,707			37,944			6,380
Time deposits, net change		8,707			3,146			9,887			2,986
Borrowings from Federal Home Loan Bank					98,920			223,250			161,400
Repayments to Federal Home Loan Bank		(5,041	)		(110,990	)		(258,324	)		(171,414	)
Retirement of common stock											(145	)

Net cash provided by (used in) financing activities		(34,990	)		38,783			12,757			(793	)

Net increase in cash and cash equivalents		1,162			33,113			21,896			6,238
Cash and cash equivalents, beginning of period		41,116			31,396			17,191			25,281

Cash and cash equivalents, end of period	$	42,278		$	64,509		$	39,087		$	31,519

See notes to consolidated financial statements.

See Notes to Consolidated Financial Statements.

PEOPLES FINANCIAL CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

For the ~~Nine~~three Months Ended ~~September 30, 2017~~March 31, 2019 and ~~2016~~2018

1. Basis of Presentation:

Peoples Financial Corporation (the “Company”) is aone-bank holding company headquartered in Biloxi, Mississippi. ItThe Company has two operating subsidiaries, PFC Service Corp., an inactive company, and The Peoples Bank, Biloxi, Mississippi (the “Bank”). The Bank provides a full range of banking, financial and trust services to state, county and local government entities and individuals and small and commercial businesses operating in those portions of Mississippi, Louisiana and Alabama which are within a fifty mile radius of the Waveland, Wiggins and Gautier branches, the Bank’s three most outlying locations (the “trade area”).

The accompanying unaudited consolidated financial statements and notes thereto contain all adjustments, consisting only of normal recurring adjustments, necessary to present fairly, in accordance with accounting principles generally accepted in the United States of America (“GAAP”), the financial position of the Company and its subsidiaries as of ~~September 30, 2017~~March 31, 2019 and the results of their operations and their cash flows for the periods presented. The interim financial information should be read in conjunction with the annual consolidated financial statements and the notes thereto included in the Company’s ~~2016~~2018 Annual Report and Form10-K.

The results of operations for the quarter ~~or nine months~~ ended ~~September 30, 2017,~~March 31, 2019, are not necessarily indicative of the results to be expected for the full year.

Use of Estimates - The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the ~~reporting~~reported period. Actual results could differ from those estimates. Material estimates common to the banking industry that are particularly susceptible to significant change in the near term include, but are not limited to, the determination of the allowance for loan losses, the valuation of other real estate acquired in connection with foreclosure or in satisfaction of loans and valuation allowances associated with the realization of deferred tax assets, which are based on future taxable income.

Summary of Significant Accounting Policies - The accounting and reporting policies of the Company conform to GAAP and general practices within the banking industry. There have been no material changes or developments in the application of principles or in our evaluation of the accounting estimates and the underlying assumptions or methodologies that we believe to be Critical Accounting Policies as disclosed in our Form10-K for the year ended December 31, ~~2016.~~

~~New Accounting Pronouncements - In January 2017, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”)2017-03,~~~~Accounting Changes and Error Corrections (Topic 250) and Investments - Equity Method and Joint Ventures (Topic 323): Amendments to SEC Paragraphs Pursuant to Staff Announcements at the September~~ ~~22, 2016 and~~~~November~~ ~~17, 2016 EITF Meetings.~~~~ASU2017-03~~ ~~incorporates into the Accounting Standards~~

2018.

~~Codification recent SEC guidance about disclosing the effect~~Accounting Standards Update2016-13 (“ASU2016-13”),Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losseson Financial Instruments, is intended to provide financial statement users with more decision-useful information related to expected credit losses on financial ~~statements of adopting~~instruments and other commitments to extend credit by replacing the ~~revenue, leases and~~current incurred loss impairment methodology with a methodology that reflects expected credit losses ~~standards. This update~~and requires consideration of a broader range of reasonable and supportable information to determine credit loss estimates. ASU2016-13 is effective ~~upon issuance.~~for the Company for interim and annual periods beginning after December 15, 2019 and the Company intends to adopt ASU2016-13 during the first quarter of 2020. The ~~adoption of~~Company’s Current Expected Credit Loss (CECL) Committee continues to evaluate the impact this ASU ~~is not expected to~~will have ~~a material effect~~ on the Company’s financial position, results of operations ~~or cash flows.~~

~~In February 2017,~~and financial statement disclosures and determine the ~~FASB issued ASU2017-05,~~~~Other Income - Gains and Losses from~~most appropriate method of implementing this ASU. Management will continue to evaluate the ~~Derecognition of Nonfinancial Assets (Subtopic610-20):~~ ~~Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets~~.~~ASU 2017-05~~ conforms the derecognition guidance on nonfinancial assets with the model for transactions in the new revenue standard. This update will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. The adoption ofimpact this ASU ~~is not expected to~~will have ~~a material effect~~ on the Company’s consolidated financial ~~position, results of operations or cash flows.~~

~~In March 2017, the FASB issued ASU2017-07,~~~~Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit~~~~Cost.~~ ~~ASU2017-07~~ amends the requirements related to the income statement presentation of the components of net periodic benefit cost for an entity’s sponsored defined benefit pension and other postretirement plans. This update will bestatements through its effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. The adoption of this ASU is not expected to have a material effect on the Company’s financial position, results of operations or cash flows.

~~In March 2017, the FASB issued ASU2017-08,~~~~Receivables - Nonrefundable Fees and Other Costs (Subtopic310-20):~~ ~~Premium Amortization on Purchased Callable Debt Securities~~~~. ASU2017-08~~ ~~shortens the amortization period for the premium on such securities to the earliest call~~ date. This update will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The adoption of this ASU is not expected to have a material effect on the Company’s financial position, results of operations or cash flows.

2. Earnings Per Share:

Per share data is based on the weighted average shares of common stock outstanding of ~~5,123,186~~4,943,186 and 5,080,514 for the ~~quarters and nine~~three months ended ~~September 30, 2017~~March 31, 2019 and ~~2016.~~2018, respectively.

3. Statements of Cash Flows:

The Company has defined cash and cash equivalents as cash and due from banks. The Company paid ~~$1,006,350~~$852,975 and ~~$761,440~~$489,389 for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2019 and ~~2016,~~2018, respectively, for interest on deposits and borrowings. No income tax payments were made during the ~~nine~~three months ended ~~September 30, 2017. Income tax payments of $78,435 were made during the nine months ended September 30, 2016.~~March 31, 2019 and 2018. Loans transferred to other real estate amounted to ~~$1,355,642~~$369,054 and ~~$1,758,764~~$753,674 during the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2019 and ~~2016,~~2018, respectively.

4. Investments:

The amortized cost and fair value of securities at ~~September 30, 2017~~March 31, 2019 and December 31, ~~2016,~~2018, are as follows (in thousands):

September 30, 2017
   Amortized
Cost    Gross
Unrealized
Gains    Gross
Unrealized
Losses    Fair Value
Available for sale securities:

Debt securities:

U.S. Treasuries
   $ 134,806    $ 5    $ (1,234 )    $ 133,577
U.S. Government agencies
   19,988    70    (86 )    19,972
Mortgage-backed securities
   77,415    349    (561 )    77,203
States and political subdivisions
   14,176    402       14,578








Total debt securities
   246,385    826    (1,881 )    245,330
Equity securities
   458          458








Total available for sale securities
   $ 246,843    $ 826    $ (1,881 )    $ 245,788








Held to maturity securities:

U.S. Government agencies
   $ 8,185    $    $ (220 )    $ 7,965
States and political subdivisions
   41,220    424    (306 )    41,338








Total held to maturity securities
   $ 49,405    $ 424    $ (526 )    $ 49,303


March 31, 2019	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Available for sale securities:
U.S. Treasuries	$	85,878	$	4	$	(1,554	)	$	84,328
U.S. Government agencies		12,492		34		(109	)		12,417
Mortgage-backed securities		109,218		866		(701	)		109,383
Collateralized mortgage obligations		4,821		88					4,909
States and political subdivisions		10,998		84					11,082

Total available for sale securities	$	223,407	$	1,076	$	(2,364	)	$	222,119

Held to maturity securities:
U.S. Government agencies	$	8,185	$		$	(162	)	$	8,023
States and political subdivisions		46,447		325		(283	)		46,489

Total held to maturity securities	$	54,632	$	325	$	(445	)	$	54,512


December 31, 2018	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Available for sale securities:
U.S. Treasuries	$	85,866	$		$	(2,443	)	$	83,423
U.S. Government agencies		17,492		14		(259	)		17,247
Mortgage-backed securities		112,391		231		(2,278	)		110,344
States and political subdivisions		10,994		102					11,096

Total available for sale securities	$	226,743	$	347	$	(4,980	)	$	222,110

Held to maturity securities:
U.S. Government agencies	$	8,185	$		$	(371	)	$	7,814
States and political subdivisions		46,413		89		(857	)		45,645

Total held to maturity securities	$	54,598	$	89	$	(1,228	)	$	53,459

December 31, 2016
   Amortized
Cost    Gross
Unrealized
Gains    Gross
Unrealized
Losses    Fair Value
Available for sale securities:

Debt securities:

U.S. Treasuries
   $ 149,676    $ 39    $ (2,091 )    $ 147,624
U.S. Government agencies
   24,973    58    (206 )    24,825
Mortgage-backed securities
   43,939    74    (1,305 )    42,708
States and political subdivisions
   17,513    450       17,963








Total debt securities
   236,101    621    (3,602 )    233,120
Equity securities
   458          458








Total available for sale securities
   $ 236,559    $ 621    $ (3,602 )    $ 233,578








Held to maturity securities:

U.S. Government agencies
   $ 10,009    $    $ (315 )    $ 9,694
States and political subdivisions
   36,677    29    (927 )    35,779
Corporate bond
   1,464       (2 )    1,462








Total held to maturity securities
   $ 48,150    $ 29    $ (1,244 )    $ 46,935

The amortized cost and fair value of debt securities at ~~September 30, 2017~~March 31, 2019 (in thousands), by contractual maturity, are shown ~~on the following page.~~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.


	Amortized Cost		Fair Value
Available for sale securities:
Due in one year or less	$	24,248	$	24,136
Due after one year through five years		77,215		75,969
Due after five years through ten years		9,892		9,752
Due after ten years		2,834		2,879
Mortgage-backed securities		109,218		109,383

Totals	$	223,407	$	222,119

Held to maturity securities:
Due in one year or less	$	2,496	$	2,498
Due after one year through five years		19,493		19,461
Due after five years through ten years		18,319		18,306
Due after ten years		14,324		14,247

Totals	$	54,632	$	54,512

   Amortized
Cost    Fair Value
Available for sale securities:

Due in one year or less
   $ 46,961    $ 46,895
Due after one year through five years
   98,693    98,384
Due after five years through ten years
   22,983    22,496
Due after ten years
   333    352
Mortgage-backed securities
   77,415    77,203




Totals
   $ 246,385    $ 245,330




Held to maturity securities:

Due in one year or less
   $ 696    $ 697
Due after one year through five years
   11,641    11,724
Due after five years through ten years
   20,588    20,576
Due after ten years
   16,480    16,306




Totals
   $ 49,405    $ 49,303

Available for sale and held to maturity securities with gross unrealized losses at ~~September 30, 2017~~March 31, 2019 and December 31, ~~2016,~~2018, aggregated by investment category and length of time that individual securities have been in a continuous loss position, are as follows (in thousands):


	Less Than Twelve Months				Over Twelve Months				Total				Less Than Twelve Months				Over Twelve Months				Total
September 30, 2017:	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
															Gross				Gross				Gross
															Unrealized				Unrealized				Unrealized
													Fair Value		Losses		Fair Value		Losses		Fair Value		Losses
March 31, 2019:
U.S. Treasuries	$	113,777	$	1,058	$	9,815	$	176	$	123,592	$	1,234	$		$		$	83,324	$	1,554	$	83,324	$	1,554
U.S. Government agencies		8,085		90		9,783		216		17,868		306						17,906		271		17,906		271
Mortgage-backed securities		31,326		382		3,902		179		35,228		561						57,263		701		57,263		701
States and political subdivisions		4,729		168		4,054		138		8,783		306		269		1		17,376		282		17,645		283

TOTAL	$	157,917	$	1,698	$	27,554	$	709	$	185,471	$	2,407	$	269	$	1	$	175,869	$	2,808	$	176,138	$	2,809

December 31, 2016:
December 31, 2018:
U.S. Treasuries	$	97,634	$	2,091	$		$		$	97,634	$	2,091	$	999	$	1	$	82,424	$	2,442	$	83,423	$	2,443
U.S. Government agencies		24,478		521						24,478		521		4,939		61		17,608		569		22,547		630
Mortgage-backed securities		37,663		1,305						37,663		1,305		24,834		293		55,649		1,985		80,483		2,278
States and political subdivisions		24,627		926		589		1		25,216		927		8,470		122		19,678		735		28,148		857
Corporate bond						1,462		2		1,462		2

TOTAL	$	184,402	$	4,843	$	2,051	$	3	$	186,453	$	4,846	$	39,242	$	477	$	175,359	$	5,731	$	214,601	$	6,208

At ~~September 30, 2017, 25~~March 31, 2019, 17 of 27the 18 securities issued by the U.S. Treasury, 4 of the 65 securities issued by U.S. Government agencies, 2743 of the ~~155~~145 securities issued by states and political subdivisions and 1624 of the 3245 mortgage-backed securities contained unrealized losses.

Management evaluates securities for other-than-temporary impairment on a monthly basis. In performing this evaluation, the length of time and the extent to which the fair value has been less than cost, the fact that the Company’s securities are primarily issued by U.S. Treasury and U.S. Government Agencies and the cause of the decline in value are considered. In addition, the Company does not intend to sell and it is not more likely than not that it will be required to sell these securities before maturity. While some available for sale securities have been sold for liquidity purposes or for gains, the Company has traditionally held its securities, including those classified as available for sale, until maturity. As a result of the evaluation of these securities, the Company has determined that the unrealized losses summarized in the tables above are not deemed to be other-than-temporary.

~~Proceeds from~~There were no sales ~~and~~or calls of available for sale debt securities ~~were $23,703,484 and $29,250,806~~ during the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2019 and ~~2016, respectively. Available for sale debt securities were sold or called for a realized gain of $136,781 and $157,918 for the nine months ended September 30, 2017 and 2016, respectively.~~2018.

Securities with a fair value of ~~$180,107,293~~$236,946,244 and ~~$180,659,168~~$206,017,056 at ~~September 30, 2017~~March 31, 2019 and December 31, ~~2016,~~2018, respectively, were pledged to secure public deposits, federal funds purchased and other balances required by law.

5. Loans:

The composition of the loan portfolio at ~~September 30, 2017~~March 31, 2019 and December 31, ~~2016,~~2018, is as follows (in thousands):


	September 30, 2017		December 31, 2016		March 31, 2019		December 31, 2018
Gaming	$	18,824	$	31,311	$	24,375	$	25,767
Residential and land development		273		291
Hotel/Motel						45,402		44,112
Real estate, construction		30,998		32,503		27,209		31,597
Real estate, mortgage		190,003		206,172		136,438		137,437
Commercial and industrial		26,009		37,035		27,708		27,505
Other		6,716		8,043		6,360		6,928

Total	$	272,823	$	315,355	$	267,492	$	273,346

The age analysis of the loan portfolio, segregated by class of loans, as of ~~September 30, 2017~~March 31, 2019 and December 31, ~~2016,~~2018, is as follows (in thousands):


	Number of Days Past Due												Loans Past Due Greater Than 90 Days & Still Accruing														Loans Past
	30 - 59		60 - 89		Greater Than 90		Total Past Due		Current		Total Loans		Loans Past Due Greater Than 90 Days & Still Accruing														Due Greater
September 30, 2017:
															Number of Days Past Due												Than 90
																			Greater		Total				Total		Days &
															30 - 59		60 - 89		Than 90		Past Due		Current		Loans		Still Accruing
March 31, 2019:
Gaming	$		$		$		$		$	18,824	$	18,824	$		$		$		$		$		$	24,375	$	24,375	$
Residential and land development						273		273				273
Hotel/Motel																								45,402		45,402
Real estate, construction		1,343		130		747		2,220		28,778		30,998				1,022		8		711		1,741		25,468		27,209
Real estate, mortgage		4,640		139		7,815		12,594		177,409		190,003		256		3,091		516		535		4,142		132,296		136,438
Commercial and industrial		882		1,364		668		2,914		23,095		26,009				59		27		1,145		1,231		26,477		27,708
Other		45		8				53		6,663		6,716				93		23				116		6,244		6,360

Total	$	6,910	$	1,641	$	9,503	$	18,054	$	254,769	$	272,823	$	256	$	4,265	$	574	$	2,391	$	7,230	$	260,262	$	267,492	$

December 31, 2016:
December 31, 2018:
Gaming	$		$		$		$		$	31,311	$	31,311	$		$		$		$		$		$	25,767	$	25,767	$
Residential and land development						291		291				291
Hotel/Motel																								44,112		44,112
Real estate, construction		902		216		1,082		2,200		30,303		32,503				1,987		340		860		3,187		28,410		31,597
Real estate, mortgage		4,608		1,923		4,471		11,002		195,170		206,172				2,866		7,129		1,730		11,725		125,712		137,437
Commercial and industrial		867				8		875		36,160		37,035				9		110		1,661		1,780		25,725		27,505
Other		44		36		80		160		7,883		8,043				107		3				110		6,818		6,928

Total	$	6,421	$	2,175	$	5,932	$	14,528	$	300,827	$	315,355	$		$	4,969	$	7,582	$	4,251	$	16,802	$	256,544	$	273,346	$

The Company monitors the credit quality of its loan portfolio through the use of a loan grading system. A score of 1 – 5 is assigned to the loan based on factors including repayment ability, trends in net worth and/or financial condition of the borrower and guarantors, employment stability, management ability, loan to value fluctuations, the type and structure of the loan, conformity of the loan to bank policy and payment performance. Based on the total score, a loan grade of A, B, C, S, D, E or F is applied. A grade of A will generally be applied to loans for customers that are well known to the Company and that have excellent sources of repayment. A grade of B will generally be applied to loans for customers that have excellent sources of repayment which have no identifiable risk of collection. A grade of C will generally be applied to loans for customers that have adequate sources of repayment which have little identifiable risk of collection. A grade of S will generally be applied to loans for customers who meet the criteria for a grade of C but who also warrant additional monitoring by placement on the watch list. A grade of D will generally be applied to loans for customers that are inadequately protected by current sound net worth, paying capacity of the borrower, or pledged collateral. Loans with a grade of D have unsatisfactory characteristics such as cash flow deficiencies, bankruptcy filing by the borrower or dependence on the sale of collateral for the primary source of repayment, causing more than acceptable levels of risk. Loans 60 to 89 days past due receive a grade of D. A grade

of E will generally be applied to loans for customers with weaknesses inherent in the “D” classification and in which collection or liquidation in full is questionable. In addition, on a monthly basis the Company determines which loans are 90 days or more past due and assigns a grade of E to them. A grade of F is applied to

loans which are considered uncollectible and of such little value that their continuance in an active bank is not warranted. Loans with this grade are charged off, even though partial or full recovery may be possible in the future.

An analysis of the loan portfolio by loan grade, segregated by class of loans, as of ~~September 30, 2017~~March 31, 2019 and December 31, ~~2016,~~2018, is as follows (in thousands):

   Loans With A Grade Of:
   A, B or C    S    D    E    F    Total
September 30, 2017:

Gaming
   $ 18,824    $    $    $    $                 $ 18,824
Residential and land development
            273       273
Real estate, construction
   29,323       368    1,307       30,998
Real estate, mortgage
   142,805    15,833    20,861    10,504       190,003
Commercial and industrial
   13,720    9,132    271    2,886       26,009
Other
   6,688       24    4       6,716












Total
   $ 211,360    $ 24,965    $ 21,524    $ 14,974    $    $ 272,823












December 31, 2016:

Gaming
   $ 31,311    $    $    $    $    $ 31,311
Residential and land development
            291       291
Real estate, construction
   29,954    435    517    1,597       32,503
Real estate, mortgage
   155,671    17,651    22,901    9,949       206,172
Commercial and industrial
   13,926    21,680    867    562       37,035
Other
   7,996       42    5       8,043












Total
   $ 238,858    $ 39,766    $ 24,327    $ 12,404    $    $ 315,355


	Loans With A Grade Of:
	A, B or C		S		D		E		F	Total
March 31, 2019:
Gaming	$	19,690	$		$	4,685	$		$	$	24,375
Hotel/Motel		45,402									45,402
Real estate, construction		25,714				229		1,266			27,209
Real estate, mortgage		104,928		15,422		12,538		3,550			136,438
Commercial and industrial		17,279		8,807		162		1,460			27,708
Other		6,344				13		3			6,360

Total	$	219,357	$	24,229	$	17,627	$	6,279	$	$	267,492
December 31, 2018:
Gaming	$	21,080	$		$	4,687	$		$	$	25,767
Hotel/Motel		44,112									44,112
Real estate, construction		29,930				217		1,450			31,597
Real estate, mortgage		108,885		10,430		12,992		5,130			137,437
Commercial and industrial		25,335				218		1,952			27,505
Other		6,904				20		4			6,928

Total	$	236,246	$	10,430	$	18,134	$	8,536	$	$	273,346

1817

A loan may be impaired but not on nonaccrual status when the loan is well secured and in the process of collection. Total loans on nonaccrual as of ~~September 30, 2017~~March 31, 2019 and December 31, ~~2016,~~2018, are as follows (in thousands):


	September 30, 2017		December 31, 2016		March 31, 2019		December 31, 2018
Residential and land development	$	273	$	291
Real estate, construction		1,307		1,598	$	1,266	$	1,439
Real estate, mortgage		9,992		9,445		3,464		4,954
Commercial and industrial		2,808		515		1,369		1,855
Other		4		5		3		2

Total	$	14,384	$	11,854	$	6,102	$	8,250

Prior to ~~2016,~~2018, certain loans were modified by granting interest rate concessions to these customers with such loans being classified as troubled debt restructurings. During ~~2016~~2018 and ~~2017,~~2019, the Company did not restructure any additional loans. Specific reserves of ~~$88,000~~$65,571 and ~~$100,000~~$69,000 were allocated to troubled debt restructurings as of ~~September 30, 2017~~March 31, 2019 and December 31, ~~2016,~~2018, respectively. The Bank had no commitments to lend additional amounts to customers with outstanding loans classified as troubled debt restructurings as of ~~September 30, 2017~~March 31, 2019 and December 31, ~~2016.~~2018.

Impaired loans, which include loans classified as nonaccrual and troubled debt restructurings, segregated by class of loans, as of ~~September 30, 2017~~March 31, 2019 and December 31, ~~2016,~~2018, are as follows (in thousands):


	Unpaid Principal Balance		Recorded Investment		Related Allowance		Average Recorded Investment		Interest Income Recognized
March 31, 2019:
With no related allowance recorded:
Real estate, construction	$	1,004	$	617	$		$	617	$
Real estate, mortgage		3,808		3,808				3,833		7
Commercial and industrial		1,597		1,369				1,417
Other		2		2				2

Total		6,411		5,796				5,869		7

With a related allowance recorded:
Real estate, construction		736		649		255		651
Real estate, mortgage		736		736		136		704		7
Other		1		1		1		1

Total		1,473		1,386		392		1,356		7

Total by class of loans:
Real estate, construction		1,740		1,266		255		1,268
Real estate, mortgage		4,544		4,544		136		4,537		14
Commercial and industrial		1,597		1,369				1,417
Other		3		3		1		3

Total	$	7,884	$	7,182	$	392	$	7,225	$	14

   Unpaid
Principal
Balance    Recorded
Investment    Related
Allowance    Average
Recorded
Investment    Interest
Income
Recognized
September 30, 2017:

With no related allowance recorded:

Real estate, construction
   $ 1,562    $ 1,088    $    $ 1,132    $
Real estate, mortgage
   9,354    8,382       9,053    21
Commercial and industrial
   2,797    2,758       2,780
Other
   4    4       4










Total
   13,717    12,232       12,969    21










With a related allowance recorded:

Residential and land development
   273    273    49    278
Real estate, construction
   219    219    112    230
Real estate, mortgage
   3,653    2,769    722    2,751    23
Commercial and industrial
   50    50    15    49










Total
   4,195    3,311    898    3,308    23










Total by class of loans:

Residential and land development
   273    273    49    278
Real estate, construction
   1,781    1,307    112    1,362
Real estate, mortgage
   13,007    11,151    722    11,804    44
Commercial and industrial
   2,847    2,808    15    2,829
Other
   4    4       4










Total
   $ 17,912    $ 15,543    $ 898    $ 16,277    $ 44


	Unpaid Principal Balance		Recorded Investment		Related Allowance		Average Recorded Investment		Interest Income Recognized
December 31, 2018:
With no related allowance recorded:
Real estate, construction	$	1,171	$	784	$		$	785	$
Real estate, mortgage		5,508		5,474				5,826		29
Commercial and industrial		2,083		1,855				2,204
Other		2		2				3

Total		8,764		8,115				8,818		29

With a related allowance recorded:
Real estate, construction		742		655		283		633
Real estate, mortgage		574		574		101		589		25

Total		1,316		1,229		384		1,222		25

Total by class of loans:
Real estate, construction		1,913		1,439		283		1,418
Real estate, mortgage		6,082		6,048		101		6,415		54
Commercial and industrial		2,083		1,855				2,204
Other		2		2				3

Total	$	10,080	$	9,344	$	384	$	10,040	$	54

   Unpaid
Principal
Balance    Recorded
Investment    Related
Allowance    Average
Recorded
Investment    Interest
Income
Recognized
December 31, 2016:

With no related allowance recorded:

Real estate, construction
   $ 2,023    $ 1,331    $    $ 1,395    $
Real estate, mortgage
   11,811    9,282       10,582    23
Commercial and industrial
   553    515       538










Total
   14,387    11,128       12,515    23










With a related allowance recorded:

Residential and land development
   291    291    66    304
Real estate, construction
   267    267    141    283
Real estate, mortgage
   1,347    1,347    195    1,080    30
Other
   5    5    1    1










Total
   1,910    1,910    403    1,668    30










Total by class of loans:

Residential and land development
   291    291    66    304
Real estate, construction
   2,290    1,598    141    1,678
Real estate, mortgage
   13,158    10,629    195    11,662    53
Commercial and industrial
   553    515       538
Other
   5    5    1    1










Total
   $ 16,297    $ 13,038    $ 403    $ 14,183    $ 53

6. Allowance for Loan Losses:

Transactions in the allowance for loan losses for the ~~quarters and nine~~three months ended ~~September 30, 2017~~March 31, 2019 and ~~2016,~~2018, and the balances of loans, individually and collectively evaluated for impairment, as of ~~September 30, 2017~~March 31, 2019 and ~~2016,~~2018, are as follows (in thousands):

   Gaming Residential
and Land
Development Real Estate,
Construction    Real
Estate,
Mortgage Commercial
and Industrial Other Total
For the Nine Months Ended September 30, 2017:

Allowance for Loan Losses:

Beginning balance
   $ 545 $ 66 $ 199    $ 3,800 $ 651 $ 205 $ 5,466
Charge-offs
      (8 ) (32 ) (158 ) (198 )
Recoveries
   685 31    12 11 60 799
Provision
   (119 ) (701 ) 43    854 (99 ) 107 85




Ending Balance
   $ 426 $ 50 $ 273    $ 4,658 $ 531 $ 214 $ 6,152




For the Quarter Ended September 30, 2017:

Allowance for Loan Losses:

Beginning Balance
   $ 396 $ 58 $ 232    $ 3,916 $ 672 $ 207 $ 5,481
Charge-offs
      (32 ) (63 ) (95 )
Recoveries
   685 19    4 29 737
Provision
   30 (693 ) 22    738 (109 ) 41 29




Ending Balance
   $ 426 $ 50 $ 273    $ 4,658 $ 531 $ 214 $ 6,152




Allowance for Loan Losses, September 30, 2017:

Ending balance: individually evaluated for impairment
   $ $ 50 $ 112    $ 999 $ 211 $ 14 $ 1,386




Ending balance: collectively evaluated for impairment
   $ 426 $ $ 161    $ 3,659 $ 320 $ 200 $ 4,766




Total Loans, September 30, 2017:


Ending balance: individually evaluated for impairment
   $ $ 273 $ 1,675    $ 31,365 $ 3,157 $ 28 $ 36,498




Ending balance: collectively evaluated for impairment
   $ 18,824 $ $ 29,323    $ 158,638 $ 22,852 $ 6,688 $ 236,325


	Gaming			Hotel/Motel		Real Estate, Construction			Real Estate, Mortgage			Commercial and Industrial			Other			Total
For the Quarter Ended March 31, 2019:
Allowance for Loan Losses:
Beginning Balance	$	416		$	1,443	$	429		$	2,443		$	476		$	133		$	5,340
Charge-offs																(76	)		(76	)
Recoveries							2			2			14			40			58
Provision		(17	)		174		(30	)		(85	)		(10	)		22			54

Ending Balance	$	399		$	1,617	$	401		$	2,360		$	480		$	119		$	5,376

Allowance for loan losses, March 31, 2019:
Ending balance: individually evaluated for impairment	$			$		$	255		$	345		$	108		$	2		$	710

Ending balance: collectively evaluated for impairment	$	399		$	1,617	$	146		$	2,015		$	372		$	117		$	4,666

Total Loans, March 31, 2019:
Ending balance: individually evaluated for impairment	$	4,685		$		$	1,495		$	16,088		$	1,622		$	16		$	23,906

Ending balance: collectively evaluated for impairment	$	19,690		$	45,402	$	25,714		$	120,350		$	26,086		$	6,344		$	243,586


	Gaming			Hotel/Motel		Real Estate, Construction			Real Estate, Mortgage			Commercial and Industrial			Other			Total
For the Quarter Ended March 31, 2018:
Allowance for Loan Losses:
Beginning Balance	$	536		$	936	$	242		$	3,369		$	892		$	178		$	6,153
Charge-offs										(14	)		(44	)		(94	)		(152	)
Recoveries										118			13			45			176
Provision		(98	)		246		(12	)		(70	)		(63	)		32			35

Ending Balance	$	438		$	1,182	$	230		$	3,403		$	798		$	161		$	6,212

Allowance for loan losses, March 31, 2018:
Ending balance: individually evaluated for impairment	$			$		$	138		$	1,080		$	560		$	3		$	1,781

Ending balance: collectively evaluated for impairment	$	438		$	1,182	$	92		$	2,323		$	238		$	158		$	4,431

Total Loans, March 31, 2018:
Ending balance: individually evaluated for impairment	$			$		$	1,655		$	23,656		$	2,913		$	12		$	28,236

Ending balance: collectively evaluated for impairment	$	24,475		$	38,247	$	26,662		$	130,553		$	21,025		$	6,254		$	247,216

2221

   Gaming    Residential
and Land
Development    Real Estate,
Construction Real
Estate,
Mortgage Commercial
and Industrial Other Total
For the Nine Months Ended September 30, 2016:

Allowance for Loan Losses:

Beginning balance
   $ 582    $ 189    $ 589 $ 5,382 $ 1,075 $ 253 $ 8,070
Charge-offs
         (173 ) (700 ) (509 ) (153 ) (1,535 )
Recoveries
         57 107 61 50 275
Provision
   48    20    (113 ) (24 ) 127 79 137






Ending Balance
   $ 630    $ 209    $ 360 $ 4,765 $ 754 $ 229 $ 6,947






For the Quarter Ended September 30, 2016:

Allowance for Loan Losses:

Beginning Balance
   $ 582    $ 202    $ 375 $ 4,976 $ 718 $ 256 $ 7,109
Charge-offs
         (147 ) (59 ) (206 )
Recoveries
         19 8 1 16 44
Provision
   48    7    (34 ) (72 ) 35 16






Ending Balance
   $ 630    $ 209    $ 360 $ 4,765 $ 754 $ 229 $ 6,947






Allowance for Loan Losses, September 30, 2016:

Ending balance: individually evaluated for impairment
   $    $ 109    $ 239 $ 1,311 $ 218 $ 17 $ 1,894






Ending balance: collectively evaluated for impairment
   $ 630    $ 100    $ 121 $ 3,454 $ 536 $ 212 $ 5,053






Total Loans, September 30, 2016:


Ending balance: individually evaluated for impairment
   $    $ 300    $ 2,285 $ 35,260 $ 1,733 $ 33 $ 39,611






Ending balance: collectively evaluated for impairment
   $ 33,442    $ 610    $ 38,062 $ 167,348 $ 37,359 $ 7,675 $ 284,496

7. Deposits:

~~Time deposits of $100,000 or more at December 31, 2016 included brokered deposits of $5,000,000, which matured in 2017.~~

Time deposits of $250,000 or more totaled approximately ~~$32,483,000~~$43,011,000 and ~~$25,143,000~~$32,137,000 at ~~September 30, 2017~~March 31, 2019 and December 31, ~~2016,~~2018, respectively.

8. ~~Shareholders’ Equity:~~

~~On September 20, 2017, the Company declared a dividend of $ .01 per share. The dividend had a record date of October 2, 2017 and a payment date of October 13, 2017.~~

9. Fair Value Measurements and Disclosures:

The Company utilizes fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. Available for sale securities are recorded at fair value on a recurring basis. Additionally, from time to time, the Company may be required to

record other assets at fair value on anon-recurring basis, such as impaired loans and ORE. Thesenon-recurring fair value adjustments typically involve application of lower of cost or market accounting or write-downs of individual assets. Additionally, the Company is required to disclose, but not record, the fair value of other financial instruments.

Fair Value Hierarchy

The Company groups assets and liabilities at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. These levels are:

Level 1 - Valuation is based upon quoted prices for identical instruments traded in active markets.

Level 2 - Valuation is based upon quoted market prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market.

Level 3 - Valuation is generated from model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include the use of option pricing models, discounted cash flow models and similar techniques.

Following is a description of valuation methodologies used to determine the fair value of financial assets and liabilities.

Cash and Due from Banks

The carrying amount shown as cash and due from banks approximates fair value.

Available for Sale Securities

The fair value of available for sale securities is based on quoted market prices. The Company’s available for sale securities are reported at their estimated fair value, which is determined utilizing several sources. The primary source is Interactive Data Corporation, which utilizes pricing models that vary based on asset class and include available trade, bid and other market information and whose methodology includes broker quotes, proprietary models and vast descriptive databases. Another source for determining fair value is matrix pricing, which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted prices

for the specific securities but rather by relying on the securities’ relationship to other benchmark securities. The Company’s available for sale securities for which fair value is determined through the use of such pricing models and matrix pricing are classified as Level 2 assets. If the fair value of available for sale securities is generated through model-based techniques, including the discounting of estimated cash flows, such securities are classified as Level 3 assets.

Held to Maturity Securities

The fair value of held to maturity securities is based on quoted market prices.

Other Investments

The carrying amount shown as other investments approximates fair value.

Federal Home Loan Bank Stock

The carrying amount shown as Federal Home Loan Bank Stock approximates fair value.

Loans

The fair value of fixed rate loans is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings for the remaining maturities. The cash flows considered in computing the fair value of such loans are segmented into categories relating to the nature of the contract and collateral based on contractual principal maturities. Appropriate adjustments are made to reflect probable credit losses. Cash flows have not been adjusted for such factors as prepayment risk or the effect of the maturity of balloon notes. The fair value of floating rate loans is estimated to be its carrying value. At each reporting period, the Company determines which loans are impaired. Accordingly, the Company’s impaired loans are reported at their estimated fair value on anon-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 arenon-recurring Level 3 assets.

Other Real Estate

In the course of lending operations, Management may determine that it is necessary to foreclose on the related collateral. Other real estate acquired through foreclosure is carried at fair value, less estimated costs to sell. The fair value of the collateral is based on appraisals performed by third-party valuation specialists. Factors including the assumptions and techniques utilized by the appraiser are considered by Management. If the current appraisal is more than one year old and/or the loan balance is more than $200,000, a new appraisal is obtained. Otherwise, the ~~Bank’sin-house~~ ~~property evaluator and Management will~~Bank uses a third-party desktop appraisal service to determine the fair value of the collateral, based on comparable sales, market conditions, Management’s plans for disposition and other estimates of fair value obtained from principally independent sources, adjusted for estimated selling costs. Other real estate is anon-recurring Level 3 asset.

Cash Surrender Value of Life Insurance

The carrying amount of cash surrender value of bank-owned life insurance approximates fair value.

Deposits

The fair value ofnon-interest bearing demand and interest bearing savings and demand deposits is the amount reported in the financial statements. The fair value of time deposits is estimated by discounting the cash flows using current rates of time deposits with similar remaining maturities. The cash flows considered in computing the fair value of such deposits are based on contractual maturities, since approximately 98% of time deposits provide for automatic renewal at current

interest rates.

Borrowings from Federal Home Loan Bank

The fair value of Federal Home Loan Bank (“FHLB”) fixed rate borrowings is estimated using discounted cash flows based on current incremental borrowing rates for similar types of borrowing arrangements. The fair value of FHLB variable rate borrowings is estimated to be its carrying value.

The balances of available for sale securities, which are the only assets measured at fair value on a recurring basis, by level within the fair value hierarchy and by investment type, as of ~~September 30, 2017~~March 31, 2019 and December 31, ~~2016~~2018 are as follows (in thousands):


			Fair Value Measurements Using						Fair Value Measurements Using
	Total		Level 1	Level 2		Level 3	Total		Level 1	Level 2		Level 3
September 30, 2017:
March 31, 2019:
U.S. Treasuries							$	84,328	$	$	84,328	$
U.S. Government agencies								12,417			12,417
Mortgage-backed securities								109,383			109,383
Collateralized mortgage obligations								4,909			4,909
States and political subdivisions								11,082			11,082

Total							$	222,119	$	$	222,119	$

December 31, 2018:
U.S. Treasuries	$	133,577	$	$	133,577	$	$	83,423	$	$	83,423	$
U.S. Government agencies		19,972			19,972			17,247			17,247
Mortgage-backed securities		77,203			77,203			110,344			110,344
States and political subdivisions		14,578			14,578			11,096			11,096
Equity securities		458			458

Total	$	245,788	$	$	245,788	$	$	222,110	$	$	222,110	$

December 31, 2016:
U.S. Treasuries	$	147,624	$	$	147,624	$
U.S. Government agencies		24,825			24,825
Mortgage-backed securities		42,708			42,708
States and political subdivisions		17,963			17,963
Equity securities		458			458

Total	$	233,578	$	$	233,578	$

Impaired loans, which are measured at fair value on anon-recurring basis, by level within the fair value hierarchy as of ~~September 30, 2017~~March 31, 2019 and December 31, ~~2016~~2018 are as follows (in thousands):

      Fair Value Measurements Using
   Total    Level 1    Level 2    Level 3
September 30, 2017
   $ 5,134    $             $             $ 5,134
December 31, 2016
   5,006          5,006


			Fair Value Measurements Using
	Total		Level 1	Level 2	Level 3
March 31, 2019	$	2,932	$	$	$	2,932
December 31, 2018		3,311				3,311

Other real estate, which is measured at fair value on anon-recurring basis, by level within the fair value hierarchy as of ~~September 30, 2017~~March 31, 2019 and December 31, ~~2016~~2018 are as follows (in thousands):

      Fair Value Measurements Using
   Total    Level 1    Level 2    Level 3
September 30, 2017
   $ 8,081    $             $             $ 8,081
December 31, 2016
   8,513          8,513


			Fair Value Measurements Using
	Total		Level 1	Level 2	Level 3
March 31, 2019	$	8,873	$	$	$	8,873
December 31, 2018		8,943				8,943

2625

The following table presents a summary of changes in the fair value of other real estate which is measured using level 3 inputs (in thousands):


							For the Three			For the Year
							Months Ended			Ended
	For the Nine Months Ended September 30, 2017			For the Year Ended December 31, 2016			March 31, 2019			December 31, 2018
Balance, beginning of period	$	8,513		$	9,916		$	8,943		$	8,232
Loans transferred to ORE		1,356			1,903			369			4,707
Sales		(1,391	)		(2,524	)		(439	)		(3,232	)
Writedowns		(397	)		(782	)					(764	)

Balance, end of period	$	8,081		$	8,513		$	8,873		$	8,943

The carrying value and estimated fair value of financial instruments, by level within the fair value hierarchy, at ~~September 30, 2017~~March 31, 2019 and December 31, ~~2016,~~2018, are as follows (in thousands):


	Carrying Amount			Fair Value Measurements Using												Carrying			Fair Value Measurements Using
			Level 1			Level 2			Level 3			Total			Amount			Level 1			Level 2			Level 3			Total
September 30, 2017:	Carrying Amount
March 31, 2019:
Financial Assets:
Cash and due from banks	$	42,278		$	42,278		$			$			$	42,278		$	39,087		$	39,087		$			$			$	39,087
Available for sale securities		245,788						245,788						245,788			222,119						222,119						222,119
Held to maturity securities		49,405						49,303						49,303			54,632						54,512						54,512
Other investments		2,729			2,729									2,729			2,751			2,751									2,751
Federal Home Loan Bank stock		544						544						544			2,077						2,077						2,077
Loans, net		266,671									262,170			262,170			262,116									254,111			254,111
Other real estate		8,081									8,081			8,081			8,873									8,873			8,873
Cash surrender value of life insurance		18,153						18,153						18,153			18,982						18,982						18,982
Financial Liabilities:
Deposits:
Non-interest bearing		147,975			147,975									147,975			130,184			130,184									130,184
Interest bearing		397,092									397,562			397,562			391,153									391,727			391,727
Borrowings from Federal Home Loan Bank		1,216						1,509						1,509
Borrowings from Federal Home Loan
Bank																	1,068						1,245						1,245


December 31, 2018:
Financial Assets:
Cash and due from banks	$	17,191	$	17,191	$		$		$	17,191
Available for sale securities		222,110				222,110				222,110
Held to maturity securities		54,598				53,459				53,459
Other investments		2,811		2,811						2,811
Federal Home Loan Bank stock		2,069				2,069				2,069
Loans, net		268,006						260,560		260,560
Other real estate		8,943						8,943		8,943
Cash surrender value of life insurance		18,841				18,841				18,841
Financial Liabilities:
Deposits:
Non-interest bearing		114,512		114,512						114,512
Interest bearing		358,994						359,386		359,386
Borrowings from Federal Home Loan
Bank		36,142				36,211				36,211

9. Reclassifications:

Certain reclassifications have been made to prior year statements to conform to current year presentation. The reclassifications had no effect on prior year net income.

   Carrying
Amount    Fair value Measurements Using
      Level 1    Level 2    Level 3    Total
December 31, 2016:

Financial Assets:

Cash and due from banks
   $ 41,116    $ 41,116    $    $    $ 41,116
Available for sale securities
   233,578       233,578       233,578
Held to maturity securities
   48,150       46,935       46,935
Other investments
   2,693    2,693          2,693
Federal Home Loan Bank stock
   539       539       539
Loans, net
   309,889          313,613    313,613
Other real estate
   8,513          8,513    8,513
Cash surrender value of life insurance
   19,249       19,249       19,249
Financial Liabilities:

Deposits:

Non-interest bearing
   132,381    132,381          132,381
Interest bearing
   442,635          442,937    442,937
Borrowings from Federal Home Loan Bank
   6,257       6,491       6,491

Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations

GENERAL

The Company is aone-bank holding company headquartered in Biloxi, Mississippi. The Company has two operating subsidiaries, PFC Service Corp., an inactive company, and The Peoples Bank, Biloxi, Mississippi (the “Bank”). The Bank provides a full range of banking, financial and trust services to state, county and local government entities and individuals and small and commercial businesses operating in those portions of Mississippi, Louisiana and Alabama which are within a fifty mile radius of the Waveland, Wiggins and Gautier branches, the Bank’s three most outlying locations (the “trade area”).

The following presents Management’s discussion and analysis of the consolidated financial condition and results of operations of Peoples Financial Corporation and Subsidiaries. These comments should be considered in combination with the Consolidated Financial Statements and Notes to Consolidated Financial Statements included in this report on Form10-Q and the Consolidated Financial Statements, Notes to Consolidated Financial Statements and Management’s Discussion and Analysis included in the Company’s Form10-K for the year ended December 31, ~~2016.~~2018.

Forward-Looking Information

Congress passed the Private Securities Litigation Act of 1995 in an effort to encourage corporations to provide information about a company’s anticipated future financial performance. This act provides a safe harbor for such disclosure which protects the companies from unwarranted litigation if actual results are different from management expectations. This report contains forward-looking statements and reflects industry conditions, company performance and financial results. These forward-looking statements are subject to a number of factors and uncertainties which could cause the Company’s actual results and experience to differ from the anticipated results and expectations expressed in such forward-looking statements. Such factors and uncertainties include, but are not limited to: changes in interest rates and market prices, changes in local economic and business conditions, increased competition for deposits and loans, a deviation in actual experience from the underlying assumptions used to determine and establish the allowance for loan losses, changes in the availability of funds resulting from reduced liquidity, changes in government regulations and acts of terrorism, weather or other events beyond the Company’s control.

New Accounting Pronouncements

The ~~Financial~~Company is in the process of determining the effect of Accounting Standards ~~Board (“FASB”) has issued several new accounting standards updates~~Update2016-13,Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which will be effective for the ~~first three quarters of 2017 which are disclosed in the Notes to Unaudited Consolidated Financial Statements. The~~ Company ~~does not generally expect that these updates will have a material effect~~on January 1, 2020, on its financial position, or results of operations ~~but the effect of ASU2016-13~~ ~~is still being considered.~~

or cash flows. Further disclosure relating to these efforts in included in Note A.

2928

Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company evaluates these estimates and assumptions on anon-going basis using historical experience and other factors, including the current economic environment. We adjust such estimates and assumptions when facts and circumstances dictate. Certain critical accounting policies affect the more significant estimates and assumptions used in the preparation of the consolidated financial statements.

Investments

Investments which are classified as available for sale are stated at fair value. A decline in the market value of an investment below cost that is deemed to be other-than-temporary is charged to earnings for the decline in value deemed to be credit related and a new cost basis in the security is established. The decline in value attributed tonon-credit related factors is recognized in other comprehensive income. The determination of the fair value of securities may require Management to develop estimates and assumptions regarding the amount and timing of cash flows.

Allowance for loan losses

The Company’s most critical accounting policy relates to its allowance for loan losses (“ALL”), which reflects the estimated losses resulting from the inability of its borrowers to make loan payments. The ALL is established and maintained at an amount sufficient to cover the estimated loss associated with the loan portfolio of the Company as of the date of the financial statements. Credit losses arise not only from credit risk, but also from other risks inherent in the lending process including, but not limited to, collateral risk, operation risk, concentration risk and economic risk. As such, all related risks of lending are considered when assessing the adequacy of the ALL. On a quarterly basis, Management estimates the probable level of losses to determine whether the allowance is adequate to absorb reasonably foreseeable, anticipated losses in the existing portfolio based on our past loan loss experience, known and inherent risk in the portfolio, adverse situations that may affect the borrowers’ ability to repay and the estimated value of any underlying collateral and current economic conditions. Management believes that the ALL is adequate and appropriate for all periods presented in these financial statements. If there was a deterioration of any of the factors considered by Management in evaluating the ALL, the estimate of loss would be updated, and additional provisions for loan losses may be required. The analysis divides the portfolio into two segments: a pool analysis of loans based upon a five year average loss history which is updated on a quarterly basis and which may be adjusted by qualitative factors by loan type and a specific reserve analysis for those loans considered impaired under GAAP. All credit relationships with an outstanding balance of $100,000 or greater that are included in Management’s loan watch list are individually reviewed for impairment. All losses are charged to the ALL when the loss actually occurs or when a determination is made that a loss is likely to occur; recoveries are credited to the ALL at the time of receipt.

Other Real Estate

Other real estate (“ORE”) includes real estate acquired through foreclosure. Each ~~ORE~~other real estate property

is carried at fair value, less estimated costs to sell. Fair value is principally based on appraisals performed by third-party valuation specialists. If Management determines that the fair value of a property has decreased subsequent to foreclosure, the Company records a write down which is included innon-interest expense.

Employee Benefit Plans

Employee benefit plan liabilities and pension costs are determined utilizing actuarially determined present value calculations. The valuation of the benefit obligation and net periodic expense is considered critical, as it requires Management and its actuaries to make estimates regarding the amount and timing of expected cash outflows including assumptions about mortality, expected service periods and the rate of compensation increases.

Income Taxes

GAAP requires the asset and liability approach for financial accounting and reporting for deferred income taxes. We use the asset and liability method of accounting for deferred income taxes and provide deferred income taxes for all significant income tax temporary differences. As part of the process of preparing our consolidated financial statements, the Company is required to estimate our income taxes in each of the jurisdictions in which we operate. This process involves estimating our actual current tax exposure together with assessing temporary differences resulting from differing treatment of items, such as the provision for ~~the allowance for~~ loan losses, for tax and financial reporting purposes. These differences result in deferred tax assets and liabilities that are included in our consolidated statement of condition. We must also assess the likelihood that our deferred tax assets will be recovered from future taxable income, and to the extent we believe that recovery is not likely, we must establish a valuation allowance. Significant management judgment is required in determining our provision for income taxes, our deferred tax assets and liabilities and any valuation allowance recorded against our net deferred tax assets. To the extent the Company establishes a valuation allowance or adjusts this allowance in a period, we must include an expense or a benefit within the tax ~~provision~~provisions in the consolidated statement of income.

GAAP Reconciliation and Explanation

This Form10-Q containsnon-GAAP financial measures determined by methods other than in accordance with GAAP. Suchnon-GAAP financial measures include taxable equivalent interest income and taxable equivalent net interest income. Management uses thesenon-GAAP financial measures because it believes they are useful for evaluating our operations and performance over periods of time, as well as in managing and evaluating our business and in discussions about our operations and performance. Management believes thesenon-GAAP financial measures provide users of our financial information with a meaningful measure for assessing our financial results, as well as comparison to financial results for prior periods. Thesenon-GAAP financial measures should not be considered as a substitute for operating results determined in accordance with GAAP and may not be comparable to other similarly titled financial measures used by other companies. A reconciliation of these operating performance measures to GAAP performance measures for the three months ended March 31, 2019 and ~~nine months ended September 30, 2017 and 2016~~2018 is included in the table on the following page.

3130

RECONCILIATION OFNON-GAAP PERFORMANCE MEASURES (In thousands)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
For the Three Months Ended March 31,													2019			2018
Interest income reconciliation:
Interest income - taxable equivalent	$	4,751		$	4,753		$	14,232		$	14,401		$	5,559		$	4,828
Taxable equivalent adjustment		(128	)		(160	)		(410	)		(478	)		(59	)		(63	)

Interest income (GAAP)	$	4,623		$	4,593		$	13,822		$	13,923		$	5,500		$	4,765

Net interest income reconciliation:
Net interest income - taxable equivalent	$	4,362		$	4,486		$	13,219		$	13,625		$	4,679		$	4,332
Taxable equivalent adjustment		(128	)		(160	)		(410	)		(478	)		(59	)		(63	)

Net interest income (GAAP)	$	4,234		$	4,326		$	12,809		$	13,147		$	4,620		$	4,269

OVERVIEW

The Company is a community bank serving the financial and trust needs of its customers in our trade area, which is defined as those portions of Mississippi, Louisiana and Alabama which are within a fifty mile radius of the Waveland, Wiggins and Gautier branches, the bank subsidiary’s three most outlying locations. Maintaining a strong core deposit base and providing commercial and real estate lending in our trade area are the traditional focuses of the Company. Growth has largely been achieved through de novo branching activity, and it is expected that these strategies will continue to be emphasized in the future.

The Company ~~earned~~reported net income of ~~$236,000~~$405,000 for the ~~third~~first quarter of ~~2017~~2019 compared with net income of ~~$406,000 for the third quarter of 2016 and net income of $1,463,000~~$292,000 for the first ~~three quarters~~quarter of ~~2017~~2018. Results in 2019 included the increase in net interest income which was partially offset by a decrease innon-interest income and increase innon-interest expense as compared with ~~net income of $543,000 for the first three quarters of 2016. Results for the first three quarters of 2017 were significantly impacted by anon-recurring~~ ~~gain of $429,000 from the redemption of death benefits on bank owned life insurance and a tax benefit of $338,000, which reflects a correction to expected refunds for prior years.~~2018.

Managing the net interest margin inis a key component of the Company’s ~~highly competitive market and in the context of larger economic conditions has been very challenging and will continue to be so, for the foreseeable future. Net interest~~earnings strategy. Interest income ~~for the third quarter of 2017~~increased as ~~compared with the third quarter of 2016 decreased $92,000 as the reduction in~~ interest and fees on loans increased $456,000 and interest income on mortgage-backed securities increased $272,000 as compared with 2018. This increase was partially offset by the increase in interest and dividends on securities. Net interest income for the three quarters ended September 30, 2017, decreased $338,000 as compared with the three quarters ended September 30, 2016 as the reduction in interest and fees on loans decreased more than the increase in interest expense ~~on deposits.~~of $384,000.

Monitoring asset quality, estimating potential losses in our loan portfolio and addressingnon-performing loans continue to be ~~emphasized during these difficult economic times, as~~a major focus of the ~~local economy continues to negatively impact collateral values and borrowers’ ability to repay their~~

~~loans. The~~Company. A provision for the allowance for loan losses of $54,000 was ~~$29,000 and $85,000 for the third quarter and first three quarters of 2017, respectively,~~recorded in 2019 as compared with ~~no provision and $137,000, respectively, for the third quarter and first three quarters of 2016.~~$35,000 in 2018. The Company is working diligently to address and reduce itsnon-performing assets. The Company’s nonaccrual loans totaled ~~$14,384,000~~$6,102,000 and ~~$11,854,000~~$8,250,000 at ~~September 30, 2017~~March 31, 2019 and December 31, ~~2016,~~2018, respectively. Most of these loans are collateral-dependent, and the Company has rigorously evaluated the value of its collateral to determine potential losses.

Non-interest income decreased ~~$156,000 and increased $390,000~~$96,000 for the ~~third quarter and first~~ three ~~quarters of 2017~~months ended March 31, 2019 as compared with ~~2016. The decrease~~2018 results. Trust department income and fees decreased $62,000 for ~~the third quarter of 2017~~2019 and service charges on deposit accounts decreased $29,000 as compared with 2018.

Non-interest expense increased $123,000 for the ~~third quarter of 2016~~three months ended March 31, 2019 as compared with 2018 results. This increase for the three months ended March 31, 2019 was primarily the result of the ~~prior year including a gain from the sale~~decrease in salaries and employee benefits of ~~bank premises. The increase for the first three quarters of 2017 as compared with the first three quarters of 2016 was a result of the gain discussed in the Overview.~~

~~Non-interest~~ ~~expense decreased $107,000~~$95,000 and $400,000 for the third quarter and first three quarters of 2017 as compared with 2016 results. The decrease for the third quarter of 2017 was primarily the result of decreases in net occupancy expenses of $66,000 and FDIC and state banking assessments of $102,000, which were partially offset by an increase in Otherother real estate expense of ~~$279,000~~$70,000, while equipment rentals, depreciation and maintenance expenses increased $75,000 and other expense increased $119,000 in 2019 as compared with 2016. This decrease for the first three quarters of 2017 was the result of decreases in net occupancy expenses of $250,000 and FDIC and state banking assessments of $334,000, which were partially offset by an increase in Other real estate expense of $135,000 as compared with 2016.2018.

Total assets at ~~September 30, 2017 decreased $31,027,000~~March 31, 2019 increased $16,175,000 as compared with December 31, 2016. Available for sale securities increased $12,210,000 as excess funds were invested to increase earnings. Total loans decreased $42,532,000 as principal payments, maturities, charge-offs and foreclosures relating to existing loans outpaced new loans.2018. Total deposits ~~decreased $29,949,000 at September 30, 2017~~increased $47,831,000 as ~~compared with December 31, 2016 as customers~~governmental entities’ balances increased due to tax collections. This increase in funds resulted in the ~~casino industry~~decrease in borrowings from the Federal Home Loan Bank of $35,074,000 and ~~county~~the increase in cash and ~~municipal entities reallocate their resources periodically.~~due from banks of $21,896,000.

RESULTS OF OPERATIONS

Net Interest Income

Net interest income, the amount by which interest income on loans, investments and other ~~interest-earning~~interest- earning assets exceeds interest expense on deposits and other borrowed funds, is the single largest component of the Company’s income. Management’s objective is to provide the largest possible amount of income while balancing interest rate, credit, liquidity and capital risk. Changes in the volume and mix of ~~interest-earning~~interest earning assets and interest-bearing liabilities combined with changes in market rates of interest directly affect net interest income.

~~Quarter Ended September 30, 2017 as Compared with Quarter Ended September 30, 2016~~

The Company’s average ~~interest-earning~~interest earning assets decreased approximately ~~$12,876,000,~~$18,448,000, or 2%3%, from approximately ~~$604,008,000~~$584,972,000 for the ~~third~~first quarter of ~~2016~~2018 to approximately ~~$591,132,000~~$566,524,000 for the ~~third~~first quarter of ~~2017. Average held to maturity taxable securities increased~~2019. The Company’s average balance sheet decreased primarily as average loans decreased approximately

~~$21,538,000~~ $8,170,000 and average taxable available for sale ~~taxable~~ securities ~~increased~~decreased approximately ~~$46,819,000 as a result of the decrease in average~~$18,611,000 while balances due from financial institutions ~~and average loans.~~increased $7,811,000 for the first quarter of 2019 as compared with the first quarter of 2018. Average ~~balances due from financial institutions decreased $29,325,000 as the Company’s liquidity needs decreased. The Company’s average~~ loans decreased ~~approximately $44,389,000~~ as principal payments, maturities, charge-offs and foreclosures relating to existing loans outpaced new loans. Average taxable available for sale securities decreased as average deposits decreased for the same time periods. Average balances due from financial institutions increased as the Company manages its liquidity position.

The average yield on ~~earning~~interest-earning assets increased ~~by 6 basis points,~~ from ~~3.15%~~3.30% for the ~~third~~first quarter of ~~2016~~2018 to ~~3.21%~~3.92% for the ~~third~~first quarter of ~~2017. The~~2019. This increase is primarily the result of the yield on average loans ~~increased from 4.40% for the third quarter of 2016 to 4.53% for the third quarter of 2017 primarily~~increasing as a result ~~of the effect~~ of the increase in prime rate ~~during 2016 and 2017~~in 2018 as well the recovery of $135,000 in interest income on the Company’s floating rate loans. The yield on average taxable available for sale securities increased from 1.27% for the third quarter of 2016 to 1.52% for the third quarter of 2017 as the Company has changed its investment strategy to improve yield while not compromising duration and credit risk.a previouslynon-performing loan.

Average interest-bearing liabilities decreased approximately ~~$10,639,000,~~$17,223,000, or 2%4%, from approximately ~~$443,591,000~~$428,776,000 for the ~~third~~first quarter of ~~2016~~2018 to approximately ~~$432,952,000~~$411,553,000 for the ~~third~~first quarter of ~~2017.~~2019. Average savings and ~~interest-bearing~~interest bearing DDA ~~balances~~ decreased ~~$7,850,000~~$26,366,000 primarily as ~~a result of one~~several large ~~public fund reallocating most of~~customers reallocated their ~~balance~~funds to ~~another institution. Average borrowings from the Federal Home Loan Bank decreased approximately $5,694,000 due to the reduced liquidity needs of the bank subsidiary.~~other institutions.

The average rate paid on ~~interest-bearing~~interest bearing liabilities for the ~~third~~first quarter of ~~2016~~2018 was ~~.24%~~.46% as compared with ~~.36%~~..86% for the ~~third~~first quarter of ~~2017. The~~2019. This increase ~~was~~is primarily due to increases in rates by the ~~result of time deposit rates increasing~~Federal Reserve Bank in ~~our trade area and the Company being able to pay off lower rate borrowings from FHLB.~~2018.

The Company’s net interest margin on atax-equivalent basis, which is net interest income as a percentage of average earning assets, was ~~2.97%~~2.96% for the ~~third~~ quarter ~~of 2016 as compared with 2.95%~~ended March 31, 2018 and 3.30% for the ~~third~~ quarter ~~of 2017.~~

~~Nine Months Ended September 30, 2017 as Compared with Nine Months Ended September 30, 2016~~

The Company’s average interest-earning assets increased approximately $13,349,000, or 2%, from approximately $592,372,000 for the first three quarters of 2016 to approximately $605,721,000 for the first three quarters of 2017. Average held to maturity taxable securities increased approximately $24,538,000 and average available for sale taxable securities increased approximately $27,743,000 as a result of the decrease in average loans. The Company’s average loans decreased approximately $36,530,000 as principal payments, maturities, charge-offs and foreclosures relating to existing loans outpaced new loans.

The average yield on earning assets decreased by 11 basis points, from 3.24% for the first three quarters of 2016 to 3.13% for the first three quarters of 2017. This decrease was the result of the increase in volume in lower yielding assets, such as investment securities, as compared with higher yielding assets, such as loans.

Average interest-bearing liabilities increased approximately $638,000, or 1%, from approximately $446,475,000 for the first three quarters of 2016 to approximately $447,113,000 for the first three quarters of 2017. Average savings and interest bearing DDA balances increased approximately $4,605,000 and average time deposits increased $3,483,000 primarily as customers in the casino industry and county and municipal entities reallocate their balances periodically. Average borrowings from the Federal Home Loan Bank decreased approximately $7,450,000 due to the liquidity needs of the bank subsidiary.

~~The average rate paid on interest-bearing liabilities for the first three quarters of 2016 was .23% compared with .30% for the first three quarters of 2017 as a result of the increase in prime rate.~~

~~The Company’s net interest margin on atax-equivalent~~ ~~basis, which is net interest income as a percentage of average earning assets, was 3.07% for the first three quarters of 2016 as compared with 2.91% for the first three quarters of 2017.~~ended March 31, 2019.

The tables on the following pages analyze the changes intax-equivalent net interest income for the quarters ended March 31, 2019 and ~~nine months ended September 30, 2017 and 2016.~~

2018.

3533

Analysis of Average Balances, Interest Earned/Paid and Yield

~~(In~~ (In Thousands)


	Quarter Ended September 30, 2017							Quarter Ended September 30, 2016							Three Months Ended March 31, 2019							Three Months Ended March 31, 2018
	Average Balance		Interest Earned/Paid		Rate			Average Balance		Interest Earned/Paid		Rate			Average Balance		Interest Earned/Paid		Rate			Average Balance		Interest Earned/Paid		Rate
Loans (2)(3)	$	279,771	$	3,165		4.53	%	$	324,160	$	3,568		4.40	%	$	269,872	$	3,689		5.47	%	$	278,042	$	3,233		4.65	%
Balances due from depository institutions		25,409		148		2.33	%		54,734		95		0.69	%
Balances due from financial institutions																18,589		87		1.87	%		10,778		38		1.41	%
HTM:
Taxable		30,131		207		2.75	%		8,593		60		0.01	%		37,078		271		2.92	%		32,517		232		2.85	%
Non taxable (1)		18,802		177		3.77	%		19,981		191		3.82	%		17,496		157		3.59	%		18,547		146		3.15	%
AFS:
Taxable		221,196		842		1.52	%		174,377		553		1.27	%		210,320		1,211		2.30	%		228,931		1,011		1.77	%
Non taxable (1)		14,821		204		5.51	%		20,422		277		5.43	%		11,092		133		4.80	%		14,302		165		4.61	%
Other		1,002		8		3.19	%		1,741		9		2.07	%		2,077		11		2.12	%		1,855		3		0.65	%

Total	$	591,132	$	4,751		3.21	%	$	604,008	$	4,753		3.15	%	$	566,524	$	5,559		3.92	%	$	584,972	$	4,828		3.30	%

Savings & interest-bearing DDA	$	350,100	$	218		0.25	%	$	357,950	$	116		0.13	%	$	314,018	$	491		0.63	%	$	340,384	$	282		0.33	%
Time deposits		81,632		163		0.80	%		78,727		121		0.61	%		86,968		311		1.43	%		83,909		189		0.90	%
Federal funds purchased																							769		5		2.60	%
Borrowings from FHLB		1,220		8		2.62	%		6,914		30		1.74	%		10,557		78		2.96	%		3,714		20		2.15	%

Total	$	432,952	$	389		0.36	%	$	443,591	$	267		0.24	%	$	411,543	$	880		0.86	%	$	428,776	$	496		0.46	%

Nettax-equivalent spread						2.86	%						2.91	%						3.07	%						2.84	%

Nettax-equivalent margin on earning assets						2.95	%						2.97	%						3.30	%						2.96	%

(1)	All interest earned is reported on a taxable equivalent basis using a tax rate of ~~34%~~21% in ~~2017~~2019 and ~~2016.~~2018. See disclosure ofNon-GAAP financial measures on pages 3130 and ~~32.~~31.

(2)	Loan fees of ~~$59~~$73 and ~~$119~~$122 for ~~2017~~2019 and ~~2016,~~2018, respectively, are included in these figures.

(3)	Includes nonaccrual loans.

3634

~~Analysis of Average Balances, Interest Earned/Paid and Yield~~

~~(In Thousands)~~

   Nine Months Ended September 30, 2017 Nine Months Ended September 30, 2016
   Average
Balance    Interest
Earned/Paid    Rate Average
Balance    Interest
Earned/Paid    Rate
Loans (2)(3)
   $ 294,492    $ 9,734    4.41 % $ 331,022    $ 10,833    4.36 %
Balances due from depository institutions
   34,050    384    1.50 % 29,814    212    0.95 %
HTM:

Taxable
   28,449    524    2.46 % 3,911    61    2.08 %
Non taxable (1)
   19,239    541    3.75 % 19,473    541    3.70 %
AFS:

Taxable
   212,435    2,370    1.49 % 184,692    1,870    1.35 %
Non taxable (1)
   16,055    665    5.52 % 21,482    865    5.37 %
Other
   1,001    14    1.86 % 1,978    19    1.28 %









Total
   $ 605,721    $ 14,232    3.13 % $ 592,372    $ 14,401    3.24 %









Savings & interest-bearing DDA
   $ 364,732    $ 535    0.20 % $ 360,127    $ 330    0.12 %
Time deposits
   80,928    446    0.73 % 77,445    331    0.57 %
Borrowings from FHLB
   1,453    32    2.94 % 8,903    115    1.72 %









Total
   $ 447,113    $ 1,013    0.30 % $ 446,475    $ 776    0.23 %









Nettax-equivalent spread
         2.83 %       3.01 %




Nettax-equivalent margin on earning assets
         2.91 %       3.07 %

~~(1)~~

~~All interest earned is reported on a taxable equivalent basis using a tax rate of 34% in 2017 and 2016. See disclosure ofNon-GAAP~~ ~~financial measures on pages 31 and 32.~~

~~(2)~~

~~Loan fees of $238 and $314 for 2017 and 2016, respectively, are included in these figures.~~

~~(3)~~

~~Includes nonaccrual loans.~~

Analysis of Changes in Interest Income and Interest Expense

(In Thousands)

   For the Quarter Ended
   September 30, 2017 compared with
September 30, 2016
   Volume    Rate    Rate/Volume    Total
Interest earned on:

Loans
   $ (489 )    $ 99    $ (13 )    $ (403 )
Balances due from financial institutions
   (51 )    224    (120 )    53
Held to maturity securities:

Taxable
   150    (1 )    (2 )    147
Non taxable
   (11 )    (3 )       (14 )
Available for sale securities:

Taxable
   148    111    30    289
Non taxable
   (76 )    4    (1 )    (73 )
Other
   (4 )    5    (2 )    (1 )








Total
   $ (333 )    $ 439    $ (108 )    $ (2 )








Interest paid on:

Savings & interest-bearing DDA
   $ (3 )    $ 107    $ (2 )    $ 102
Time deposits
   4    36    2    42
Borrowings from FHLB
   (25 )    15    (12 )    (22 )








Total
   $ (24 )    $ 158    $ (12 )    $ 122

~~Analysis of Changes in Interest Income and Interest Expense~~

~~(In Thousands)~~


	For the Nine Months Ended											For the Three Months Ended
	September 30, 2017 compared with September 30, 2016											March 31, 2019 compared with March 31, 2018
	Volume			Rate		Rate/Volume			Total			Volume			Rate		Rate/Volume			Total
Interest earned on:
Loans	$	(1,195	)	$	108	$	(12	)	$	(1,099	)	$	(95	)	$	568	$	(17	)	$	456
Balances due from financial institutions		30			124		18			172
Balances due from finanicial institutions													28			12		9			49
Held to maturity securities:
Taxable		383			11		69			463			32			6		1			39
Non taxable		(7	)		7								(8	)		20		(1	)		11
Available for sale securities:
Taxable		281			190		29			500			(82	)		307		(25	)		200
Non taxable		(219	)		25		(6	)		(200	)		(37	)		6		(1	)		(32	)
Other		(9	)		8		(4	)		(5	)					7		1			8

Total	$	(736	)	$	473	$	94		$	(169	)	$	(162	)	$	926	$	(33	)	$	731

Interest paid on:
Savings & interest-bearing DDA	$	4		$	198	$	3		$	205		$	(22	)	$	250	$	(19	)	$	209
Time deposits		15			96		4			115			7			111		4			122
Federal funds purchased													(5	)							(5	)
Borrowings from FHLB		(96	)		81		(68	)		(83	)		37			8		13			58

Total	$	(77	)	$	375	$	(61	)	$	237		$	17		$	369	$	(2	)	$	384

Provision ~~for the Allowance~~ for Loan Losses

In the normal course of business, the Company assumes risk in extending credit to its customers. This credit risk is managed through compliance with the loan policy, which is approved by the Board of Directors. The policy establishes guidelines relating to underwriting standards, including but not limited to financial analysis, collateral valuation, lending limits, pricing considerations and loan grading. The Company’s Loan Review and Special Assets Departments play key roles in monitoring the loan portfolio and managing problem loans. New loans and, on a periodic basis, existing loans are reviewed to evaluate compliance with the loan policy. Loan customers in concentrated industries such as gaming and hotel/motel, as well as the exposure for out of area;

residential and land development; construction and commercial real estate loans, and their direct and indirect impact on its operations are evaluated on a monthly basis. Loan delinquencies and deposit overdrafts are closely monitored in order to identify developing problems as early as possible. Lenders experienced in workout scenarios consult with loan officers and customers to addressnon-performing loans. A watch list of credits which pose a potential loss to the Company is prepared based on the loan grading system. This list forms the foundation of the Company’s allowance for loan loss computation.

Management relies on its guidelines and existing methodology to monitor the performance of its loan portfolio and identify and estimate potential losses based on the best available information. The potential effect of the continuing decline in real estate values and actual losses incurred by the Company were key factors in our analysis. Much of the Company’s loan portfolio is collateral-dependent, requiring careful consideration of changes in the value of the collateral.

The Company’s analysis includes evaluating the current values of collateral securing all nonaccrual loans. Even though nonaccrual loans were ~~$14,384,000~~$6,102,000 and ~~$11,854,000~~$8,250,000 at ~~September 30, 2017~~March 31, 2019 and December 31, ~~2016,~~2018, respectively, specific reserves of only ~~$810,000~~$326,000 and ~~$303,000,~~$315,000, respectively, have been allocated to these loans as collateral values appear sufficient to cover loan losses or the loan balances have been charged down to their realizable value.

The Company’son-going, systematic evaluation resulted in the Company recording a provision for ~~the allowance for~~ loan losses of ~~$29,000 for the third quarter of 2017~~$54,000 and ~~$85,000 and $137,000~~$35,000 for the first ~~three~~ quarters of ~~2017~~2019 and ~~2016,~~2018, respectively. The allowance for loan losses as a percentage of loans was ~~2.25%~~2.01% and ~~1.73%~~1.95% at ~~September 30, 2017~~March 31, 2019 and December 31, ~~2016,~~2018, respectively. The Company believes that its allowance for loan losses is appropriate as of ~~September 30, 2017.~~March 31, 2019.

The allowance for loan losses is an estimate, and as such, events may occur in the future which may affect its accuracy. The Company anticipates that it is possible that additional information will be gathered in future quarters which may require an adjustment to the allowance for loan losses. Management will continue to closely monitor its portfolio and take such action as it deems appropriate to accurately report its financial condition and results of operations.

Non-interest income

~~Quarter Ended September 30, 2017 as Compared with Quarter Ended September 30, 2016~~

Non-interest income decreased $156,000 for the third quarter of 2017 as compared with the third quarter of 2016 primarily as the result of the decrease in gain on liquidation, sales and calls of securities and other income. The Company had opportunities to sell securities in order to generate gains in the prior year and, as a result, recognized $67,000 in 2016. Other income decreased $108,000 in 2017 as compared with 2016 primarily as a result of the prior year including a gain of $88,000 from the sale of bank premises.

~~Nine Months Ended September 30, 2017 as Compared with Nine Months Ended September 30, 2016~~

~~Non-interest~~ ~~income increased $390,000~~$96,000 for the first ~~three quarters~~quarter of ~~2017~~2019 as compared with the first ~~three quarters~~quarter of ~~2016~~2018 primarily as ~~the result of the increase in~~Trust department income ~~from other investments as well as the gain from death benefits from life insurance. These increases were partially offset by~~and fees decreased $62,000 and service charges on deposit accounts decreased $29,000.

Trust income decreased due to the decrease in ~~other income of $147,000~~account relationships in ~~2017~~2019.

Service charges on deposits decreased primarily as compared with 2016. Income from other investments increased $63,000 from operations of the investment in a low income housing partnership as a result of increased occupancy in 2017 as compared with 2016. As a result of the death of a participant in the Company’s deferred compensation plans during 2017, a~~non-recurring~~

NSF fees on personal accounts decreased.

4036

gain of $429,000 from the redemption of bank owned life insurance was recorded. Other income decreased $108,000 in 2017 as compared with 2016 primarily as a result of the prior year including a gain of $88,000 from the sale of bank premises.

Non-interest expense

~~Quarter Ended September 30, 2017 as Compared with Quarter Ended September 30, 2016~~

Totalnon-interest expense ~~decreased $107,000~~increased $123,000 for the ~~third~~first quarter of ~~2017~~2019 as compared with the ~~third~~first quarter of ~~2016. Net occupancy~~2018. Salaries and employee benefits decreased ~~$66,000, Equipment~~$95,000 and other real estate expenses decreased $70,000 while equipment rentals, depreciation and maintenance ~~decreased $41,000, FDIC and state banking assessments decreased $102,000~~increased $75,000, the loss from other investments increased $21,000 and other ~~expense decreased $129,000 while other real estate expense~~expenses increased ~~$279,000 in 2017~~$119,000 for the first quarter of 2019 as compared with ~~2016.~~the first quarter of 2018.

~~Net occupancy expense~~Salaries decreased as a result of ~~the Company’s efforts to decrease its telecommunication and insurance costs.~~attrition.

Equipment rentals, depreciation and maintenance ~~primarily decreased~~increased as a result of the ~~Company reducing~~Company’s upgrade of its ~~janitorial costs.~~data processing.

~~FDIC and state banking assessments~~Other real estate expense decreased as ~~the regulators~~maintenance and repairs on ORE have decreased ~~the premiums for deposit insurance~~ in the current year.

~~ORE expense increased due~~The loss from other investments relates to ~~the increase~~income or loss from operations of an investment in ~~writedowns~~alow-income housing partnership. In 2019, occupancy rates have decreased, which resulted in ~~the value of ORE.~~a larger loss.

Other expense ~~decreased as a result of the reduction of legal, advertising and other costs largely due to the time~~primarily increased in ~~which services were performed.~~

~~Nine Months Ended September 30, 2017 as Compared with Nine Months Ended September 30, 2016~~

~~Totalnon-interest~~ expense decreased $400,000 for the first three quarters of 2017 as compared with the first three quarters of 2016. Net occupancy decreased $250,000 and FDIC and state banking assessments decreased $334,000, while other real estate expense increased $135,000 in 2017 as compared with 2016.

~~Net occupancy expense decreased as result of the Company’s efforts to decrease its telecommunication and insurance costs.~~

~~FDIC and state banking assessments decreased~~2019 as the ~~regulators decreased the premiums for deposit insurance~~Company engaged consultants to assist with several projects relating to operations and strategic planning in the current year.

~~ORE expense~~FINANCIAL CONDITION

Cash and due from banks increased ~~due to the increase in writedowns~~$21,896,000 at March 31, 2019, compared with December 31, 2018 in the ~~value of ORE.~~

~~Income Taxes~~

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

~~The Company did record income tax expense of $78,000 during the second quarter of 2016 relating to the resolution of a recent examination by the Internal Revenue Service.~~

For the year ended December 31, 2014, the Company estimated it would be able to carryback net operating losses and general business credits resulting in Federal refunds totaling $300,000. Accordingly, a $300,000 income tax receivable was recorded at December 31, 2014. Upon preparationmanagement of the amended 2011 and 2012 Federal tax returns, the actual refunds recoverable were $642,000. As a result, the Company recorded an income tax benefit of $338,000 during the second quarter of 2017 as an immaterial correction of an error.bank subsidiary’s liquidity position.

~~FINANCIAL CONDITION~~

~~Available for sale securities increased $12,210,000~~Loans decreased $5,854,000 at ~~September 30, 2017,~~March 31, 2019 as compared with December 31, ~~2016. This is the result of the Company investing excess funds not needed currently for loans in order to improve earnings.~~

~~Loans decreased $42,532,000 at September 30, 2017, as compared with December 31, 2016~~2018 as principal payments, maturities, charge-offs and foreclosures ~~relating to~~on existing loans ~~outpaced~~exceeded new loans.

Total deposits ~~decreased $29,949,000~~increased $47,831,000 at ~~September 30, 2017,~~March 31, 2019, as compared with December 31, ~~2016.~~2018. Typically, significant increases or decreases in total deposits and/or significant fluctuations among the different types of deposits from quarter to quarter are anticipated by Management as customers in the casino industry and county and municipal entities reallocate their resources periodically. Deposits from county and municipal entities increased significantly during the first quarter of each year based on property tax collections.

Borrowings from the Federal Home Loan Bank decreased $35,074,000 at March 31, 2019 compared with December 31, 2018 as the Company utilized funds from increased deposits to reduce borrowings.

SHAREHOLDERS’ EQUITYAND CAPITAL ADEQUACY

Strength, security and stability have been the hallmark of the Company since its founding in 1985 and of its bank subsidiary since its founding in 1896. A strong capital foundation is fundamental to the continuing prosperity of the Company and the security of its customers and shareholders.

As of ~~September 30, 2017,~~March 31, 2019, the most recent notification from the Federal Deposit Insurance Corporation categorized the bank subsidiary as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the bank subsidiary must have a Total risk-based capital ratio of 10.00% or greater, a Common Equity Tier 1 Capital ratio of 6.50% or greater, a Tier 1 risk-based capital ratio of 8.00% or greater and a Leverage capital ratio

of 5.00% or greater. As of January 1, ~~2017,~~2019, the Company must have a capital conservation buffer above these requirements of ~~1.25% for 2017.~~2.50%. There are no conditions or events since that notification that Management believes have changed the bank subsidiary’s category.

The Company’s actual capital amounts and ratios and required minimum capital amounts and ratios as of ~~September 30, 2017~~March 31, 2019 and December 31, ~~2016,~~2018, are as follows (in thousands):


	Actual					For Capital Adequacy Purposes					Actual					For Capital Adequacy Purposes
	Amount		Ratio			Amount		Ratio			Amount		Ratio			Amount		Ratio
September 30, 2017 :
March 31, 2019:
Total Capital (to Risk Weighted Assets)	$	96,231		25.41	%	$	30,293		8.00	%	$	95,943		25.88	%	$	29,664		8.00	%
Common Equity Tier 1 Capital (to Risk Weighted Assets)		91,480		24.16	%		17,040		4.50	%		91,299		24.62	%		16,686		4.50	%
Tier 1 Capital (to Risk Weighted Assets)		91,480		24.16	%		22,719		6.00	%		91,299		24.62	%		22,248		6.00	%
Tier 1 Capital (to Average Assets)		91,480		13.13	%		27,863		4.00	%		91,299		14.61	%		24,995		4.00	%

December 31, 2016:
December 31, 2018:
Total Capital (to Risk Weighted Assets)	$	95,262		22.94	%	$	33,220		8.00	%	$	95,627		25.30	%	$	30,240		8.00	%
Common Equity Tier 1 Capital (to Risk Weighted Assets)		90,068		21.69	%		18,687		4.50	%		90,894		24.05	%		17,010		4.50	%
Tier 1 Capital (to Risk Weighted Assets)		90,068		21.69	%		24,915		6.00	%		90,894		24.05	%		22,680		6.00	%
Tier 1 Capital (to Average Assets)		90,068		13.12	%		27,464		4.00	%		90,894		14.35	%		25,344		4.00	%

The actual capital amounts and ratios and required minimum capital amounts and ratios for the Bank as of ~~September 30, 2017~~March 31, 2019 and December 31, ~~2016,~~2018, are as follows (in thousands):


	For Capital Adequacy															Actual					For Capital Adequacy Purposes					To Be Well Capitalized
	Actual					Purposes					To Be Well Capitalized					Amount		Ratio			Amount		Ratio			Amount		Ratio
	Amount		Ratio			Amount		Ratio			Amount		Ratio
September 30, 2017 :
March 31, 2019:
Total Capital (to Risk Weighted Assets)	$	92,980		24.68	%	$	30,142		8.00	%	$	37,678		10.00	%	$	92,872		25.19	%	$	29,500		8.00	%	$	36,875		10.00	%
Common Equity Tier 1 Capital (to Risk Weighted Assets)		88,252		23.42	%		16,955		4.50	%		24,491		6.50	%		88,254		23.93	%		16,594		4.50	%		23,969		6.50	%
Tier 1 Capital (to Risk Weighted Assets)		88,252		23.42	%		22,607		6.00	%		30,142		8.00	%		88,254		23.93	%		22,125		6.00	%		29,500		8.00	%
Tier 1 Capital (to Average Assets)		88,252		13.13	%		26,876		4.00	%		33,596		5.00	%		88,254		13.85	%		25,480		4.00	%		31,850		5.00	%

December 31, 2016:
December 31, 2018:
Total Capital (to Risk Weighted Assets)	$	91,882		22.29	%	$	32,975		8.00	%	$	41,219		10.00	%	$	92,485		24.61	%	$	30,062		8.00	%	$	37,577		10.00	%
Common Equity Tier 1 Capital (to Risk Weighted Assets)		86,726		21.04	%		18,548		4.50	%		26,792		6.50	%		87,780		23.36	%		16,910		4.50	%		24,425		6.50	%
Tier 1 Capital (to Risk Weighted Assets)		86,726		21.04	%		24,731		6.00	%		32,975		8.00	%		87,780		22.36	%		22,546		6.00	%		30,062		8.00	%
Tier 1 Capital (to Average Assets)		86,726		12.47	%		27,820		4.00	%		34,775		5.00	%		87,780		14.11	%		24,884		4.00	%		31,105		5.00	%

Management continues to emphasize the importance of maintaining the appropriate capitallevels of the Company and has established the goal of being “well-capitalized” by the banking regulatory authorities.

LIQUIDITY

Liquidity represents the Company’s ability to adequately provide funds to satisfy demands from depositors, borrowers and other commitments by either converting assets to cash or accessing new or existing sources of funds. Management monitors these funds requirements in such a manner as to satisfy these demands and provide the maximum earnings on its earning assets. The Company manages and monitors its liquidity position through a number of methods, including through the computation of liquidity risk targets and the preparation of various analyses of its funding sources and utilization of those sources on a monthly basis. The Company also uses proforma liquidity projections which are updated on a monthly basis in the management of its liquidity needs and also conducts periodic contingency testing on its liquidity plan.

Deposits, payments of principal and interest on loans, proceeds from maturities of investment securities and earnings on investment securities are the principal sources of funds for the Company. Borrowings from the FHLB, federal funds sold and federal funds purchased are utilized by the Company to manage its daily liquidity position. The Company has also been approved to participate in the Federal Reserve Bank’s Discount Window Primary Credit Program, which it intends to use only as a contingency.

REGULATORY MATTERS

During 2016, Management identified opportunities for improving information technology operations and security, risk management and earnings, addressing asset quality concerns, analyzing and assessing the Bank’s management and staffing needs, and managing concentrations of credit risk as a result of its own investigation as well as examinations performed by certain bank regulatory agencies. In concert with the regulators, the Company had identified specific corrective steps and actions to enhance its information technology operations and security, risk management, earnings, asset quality and staffing. The Company and the Bank may not declare or pay any cash dividends without the prior written approval of their regulators.

Item 4: Controls and Procedures

As of ~~September 30, 2017,~~March 31, 2019, an evaluation was performed under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer of the effectiveness of the Company’s disclosure controls and procedures (as defined in Exchange Act Rules~~Rules~~ 13a-15(e)). Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are effective to ensure that the information required to be disclosed by the Company in the reports it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms.

There were no changes in the Company’s internal control over financial reporting that occurred during the period ended ~~September 30, 2017~~March 31, 2019 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

4439

PART II - OTHER INFORMATION

Item 1: Legal Proceedings

The Bank is involved in various legal matters and claims which are being defended and handled in the ordinary course of business. None of these matters is expected, in the opinion of Management, to have a material adverse effect upon the financial position or results of operations of the Company.

Item 5: Other Information

None.

Item 6 - Exhibits and Reports on Form8-K

(a) Exhibits


Exhibit 31.1:		Certification of Chief Executive Officer Pursuant to Section 302 of the ~~Sarbanes-Oxley~~Sarbanes - Oxley Act of 2002

Exhibit 31.2:		Certification of Chief Financial Officer Pursuant to Section 302 of the ~~Sarbanes-Oxley~~Sarbanes - Oxley Act of 2002

Exhibit 32.1:		Certification of Chief Executive Officer Pursuant to 18 U.S.C. ss. 1350

Exhibit 32.2:		Certification of Chief Financial Officer Pursuant to 18 U.S.C. ss. 1350

Exhibit 101		The following materials from the Company’s quarterly report on Form~~Form~~ 10-Q for the quarter ended ~~September 30, 2017,~~March 31, 2019, formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Statements of Condition at ~~September 30, 2017~~March 31, 2019 and December 31, ~~2016,~~2018, (ii) Consolidated Statements of Income for the quarters ended March 31, 2019 and ~~nine months ended September 30, 2017 and 2016,~~2018, (iii) Consolidated Statements of Comprehensive Income for the quarters ended March 31, 2019 and ~~nine months ended September 30, 2017 and 2016,~~2018, (iv) Consolidated ~~Statement~~Statements of Changes in Shareholders’ Equity for the ~~nine months~~quarters ended ~~September 30, 2017,~~March 31, 2019 and 2018, (v) Consolidated Statements of Cash Flows for the ~~nine months~~quarters ended ~~September 30, 2017~~March 31, 2019 and ~~2016~~2018 and (vi) Notes to the Unaudited Consolidated Financial Statements for the ~~nine months~~quarters ended ~~September 30, 2017~~March 31, 2019 and ~~2016.~~2018.

~~(b) Reports on Form8-K~~

~~A Form8-K~~ ~~was filed onJuly 26, 2017, September 20, 2017 and October 25, 2017.~~40

SIGNATURES

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


PEOPLES FINANCIAL CORPORATION
(Registrant)

Date:		~~November~~May 13, ~~2017~~2019

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

Date:		~~November~~May 13, ~~2017~~2019

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

4641


	Number of Common Shares		Common Stock		Surplus		Undivided Profits			Accumulated Other Comprehensive Income (Loss)			Total
Balance, January 1, 2017		5,123,186	$	5,123	$	65,780	$	19,318		$	(1,760	)	$	88,461
Net income								1,463						1,463
Dividend declared ($.01 per share)								(51	)					(51	)
Other comprehensive income											1,926			1,926

Balance, September 30, 2017		5,123,186	$	5,123	$	65,780	$	20,730		$	166		$	91,799


September 30, 2017	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Available for sale securities:
Debt securities:
U.S. Treasuries	$	134,806	$	5	$	(1,234	)	$	133,577
U.S. Government agencies		19,988		70		(86	)		19,972
Mortgage-backed securities		77,415		349		(561	)		77,203
States and political subdivisions		14,176		402					14,578

Total debt securities		246,385		826		(1,881	)		245,330
Equity securities		458							458

Total available for sale securities	$	246,843	$	826	$	(1,881	)	$	245,788

Held to maturity securities:
U.S. Government agencies	$	8,185	$		$	(220	)	$	7,965
States and political subdivisions		41,220		424		(306	)		41,338

Total held to maturity securities	$	49,405	$	424	$	(526	)	$	49,303


December 31, 2016	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Available for sale securities:
Debt securities:
U.S. Treasuries	$	149,676	$	39	$	(2,091	)	$	147,624
U.S. Government agencies		24,973		58		(206	)		24,825
Mortgage-backed securities		43,939		74		(1,305	)		42,708
States and political subdivisions		17,513		450					17,963

Total debt securities		236,101		621		(3,602	)		233,120
Equity securities		458							458

Total available for sale securities	$	236,559	$	621	$	(3,602	)	$	233,578

Held to maturity securities:
U.S. Government agencies	$	10,009	$		$	(315	)	$	9,694
States and political subdivisions		36,677		29		(927	)		35,779
Corporate bond		1,464				(2	)		1,462

Total held to maturity securities	$	48,150	$	29	$	(1,244	)	$	46,935


	Gaming			Residential and Land Development			Real Estate, Construction		Real Estate, Mortgage			Commercial and Industrial			Other			Total
For the Nine Months Ended September 30, 2017:
Allowance for Loan Losses:
Beginning balance	$	545		$	66		$	199	$	3,800		$	651		$	205		$	5,466
Charge-offs										(8	)		(32	)		(158	)		(198	)
Recoveries					685			31		12			11			60			799
Provision		(119	)		(701	)		43		854			(99	)		107			85

Ending Balance	$	426		$	50		$	273	$	4,658		$	531		$	214		$	6,152

For the Quarter Ended September 30, 2017:
Allowance for Loan Losses:
Beginning Balance	$	396		$	58		$	232	$	3,916		$	672		$	207		$	5,481
Charge-offs													(32	)		(63	)		(95	)
Recoveries					685			19		4						29			737
Provision		30			(693	)		22		738			(109	)		41			29

Ending Balance	$	426		$	50		$	273	$	4,658		$	531		$	214		$	6,152

Allowance for Loan Losses, September 30, 2017:
Ending balance: individually evaluated for impairment	$			$	50		$	112	$	999		$	211		$	14		$	1,386

Ending balance: collectively evaluated for impairment	$	426		$			$	161	$	3,659		$	320		$	200		$	4,766

Total Loans, September 30, 2017:
Ending balance: individually evaluated for impairment	$			$	273		$	1,675	$	31,365		$	3,157		$	28		$	36,498

Ending balance: collectively evaluated for impairment	$	18,824		$			$	29,323	$	158,638		$	22,852		$	6,688		$	236,325


	Nine Months Ended September 30, 2017							Nine Months Ended September 30, 2016
	Average Balance		Interest Earned/Paid		Rate			Average Balance		Interest Earned/Paid		Rate
Loans (2)(3)	$	294,492	$	9,734		4.41	%	$	331,022	$	10,833		4.36	%
Balances due from depository institutions		34,050		384		1.50	%		29,814		212		0.95	%
HTM:
Taxable		28,449		524		2.46	%		3,911		61		2.08	%
Non taxable (1)		19,239		541		3.75	%		19,473		541		3.70	%
AFS:
Taxable		212,435		2,370		1.49	%		184,692		1,870		1.35	%
Non taxable (1)		16,055		665		5.52	%		21,482		865		5.37	%
Other		1,001		14		1.86	%		1,978		19		1.28	%

Total	$	605,721	$	14,232		3.13	%	$	592,372	$	14,401		3.24	%

Savings & interest-bearing DDA	$	364,732	$	535		0.20	%	$	360,127	$	330		0.12	%
Time deposits		80,928		446		0.73	%		77,445		331		0.57	%
Borrowings from FHLB		1,453		32		2.94	%		8,903		115		1.72	%

Total	$	447,113	$	1,013		0.30	%	$	446,475	$	776		0.23	%

Nettax-equivalent spread						2.83	%						3.01	%

Nettax-equivalent margin on earning assets						2.91	%						3.07	%


	For the Quarter Ended
	September 30, 2017 compared with September 30, 2016
	Volume			Rate			Rate/Volume			Total
Interest earned on:
Loans	$	(489	)	$	99		$	(13	)	$	(403	)
Balances due from financial institutions		(51	)		224			(120	)		53
Held to maturity securities:
Taxable		150			(1	)		(2	)		147
Non taxable		(11	)		(3	)					(14	)
Available for sale securities:
Taxable		148			111			30			289
Non taxable		(76	)		4			(1	)		(73	)
Other		(4	)		5			(2	)		(1	)

Total	$	(333	)	$	439		$	(108	)	$	(2	)

Interest paid on:
Savings & interest-bearing DDA	$	(3	)	$	107		$	(2	)	$	102
Time deposits		4			36			2			42
Borrowings from FHLB		(25	)		15			(12	)		(22	)

Total	$	(24	)	$	158		$	(12	)	$	122

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