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

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

March 31, 2020

~~For the quarterly period ended~~ ~~September 30, 2017~~ or

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

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

~~Commission File Number~~ ~~001-12103~~

Commission File Number

001-12103

PEOPLES FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Mississippi
~~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

(~~Registrant’s~~Registrant's telephone number, including area code)

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 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.) 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 ☒

Indicate the number of shares outstanding of each of the ~~issuer’s~~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, 2020, there were 15,000,000 shares of $1 par value common stock authorized, with ~~5,123,186~~4,893,061 shares issued and outstanding.

Part 1 -– Financial Information

Item 1:1: Financial Statements

Peoples Financial Corporation and ~~Subsidiaries~~Subsidiaries

Consolidated Statements of Condition

(in thousands except share data)

					March 31, 2020		December 31, 2019
	September 30, 2017		December 31, 2016		(unaudited)		(audited)
	(unaudited)		(audited)
Assets
Cash and due from banks	$	42,278	$	41,116	$	40,376	$	29,424

Available for sale securities		245,788		233,578		239,659		196,311
Held to maturity securities, fair value of $49,303 at September 30, 2017; $46,935 at December 31, 2016		49,405		48,150

Held to maturity securities, fair value of $50,229 at March 31, 2020; $53,130 at December 31, 2019						48,718		52,231

Other investments		2,729		2,693		2,605		2,643

Federal Home Loan Bank Stock, at cost		544		539		2,129		2,129

Loans		272,823		315,355		270,928		268,949

Less: Allowance for loan losses		6,152		5,466		4,191		4,207

Loans, net		266,671		309,889		266,737		264,742

Bank premises and equipment, net of accumulated depreciation		20,541		21,644		16,753		17,421

Other real estate		8,081		8,513		6,573		7,453

Accrued interest receivable		1,991		1,855		2,045		1,687

Cash surrender value of life insurance		18,153		19,249		19,512		19,381

Other assets		806		788		1,042		1,280

Total assets	$	656,987	$	688,014	$	646,149	$	594,702

Peoples Financial Corporation and Subsidiaries

Consolidated Statements of Condition (continued)

(in thousands except share data)

	March 31, 2020		December 31, 2019
	(unaudited)		(audited)
Liabilities and Shareholders' Equity
Liabilities:

Deposits:

Demand, non-interest bearing	$	133,549	$	122,592

Savings and demand, interest bearing		312,858		263,153

Time, $100,000 or more		54,270		64,492

Other time deposits		25,148		25,906

Total deposits		525,825		476,143

Borrowings from Federal Home Loan Bank		1,012		3,526

Employee and director benefit plans liabilities		18,453		18,361

Other liabilities		1,316		1,549

Total liabilities		546,606		499,579

Shareholders' Equity:
Common stock, $1 par value, 15,000,000 shares authorized, 4,893,061 and 4,943,186 shares issued and outstanding at March 31, 2020 and December 31, 2019		4,893		4,943

Surplus		65,780		65,780

Undivided profits		22,448		21,855

Accumulated other comprehensive income		6,422		2,545

Total shareholders' equity		99,543		95,123

Total liabilities and shareholders' equity	$	646,149	$	594,702

See Notes to Consolidated Financial Statements.

Peoples Financial Corporation and Subsidiaries

Consolidated Statements of ~~Condition (continued)~~Income

(in thousands except per share data) (unaudited)

   September 30,
2017    December 31,
2016
   (unaudited)    (audited)
Liabilities and Shareholders’ Equity Liabilities:

Deposits:

Demand,non-interest bearing
   $ 147,975    $ 132,381
Savings and demand, interest bearing
   310,725    364,975
Time, $100,000 or more
   55,719    38,650
Other time deposits
   30,648    39,010




Total deposits
   545,067    575,016
Borrowings from Federal Home Loan Bank
   1,216    6,257
Employee and director benefit plans liabilities
   17,217    16,768
Other liabilities
   1,688    1,512




Total liabilities
   565,188    599,553
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
Surplus
   65,780    65,780
Undivided profits
   20,730    19,318
Accumulated other comprehensive income (loss), net of tax
   166    (1,760 )




Total shareholders’ equity
   91,799    88,461




Total liabilities and shareholders’ equity
   $ 656,987    $ 688,014

~~See notes to consolidated financial statements.~~

	Three Months Ended March 31,
	2020		2019
Interest income:

Interest and fees on loans	$	3,205	$	3,689

Interest and dividends on securities:

U.S. Treasuries		291		294

U.S. Government agencies		82		125

Mortgage-backed securities		749		822

Collateralized mortgage obligations		111		12

States and political subdivisions		413		460

Other investments		1		11

Interest on balances due from depository institutions		155		87

Total interest income		5,007		5,500

Interest expense:

Deposits		599		802

Borrowings from Federal Home Loan Bank		12		78

Total interest expense		611		880

Net interest income		4,396		4,620

Provision for allowance for loan losses		64		54

Net interest income after provision for allowance for loan losses	$	4,332	$	4,566

Peoples Financial Corporation and Subsidiaries

Consolidated Statements of Income (continued)

(in thousands except per share data) ~~(unaudited)~~ (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,
	2020		2019
Non-interest income:

Trust department income and fees	$	371	$	371

Service charges on deposit accounts		911		882

Gain on sales and calls of available for sale securities		433

Increase in cash surrender value of life insurance		108		105

Other income		443		108

Total non-interest income		2,266		1,466

Non-interest expense:

Salaries and employee benefits		2,674		2,734

Net occupancy		487		474

Equipment rentals, depreciation and maintenance		794		833

FDIC and state banking assessments		98		102

Data processing		314		347

ATM expense		185		169

Other real estate expense		136		50

Loss from other investments		38		60

Other expense		749		858

Total non-interest expense		5,475		5,627

Net income	$	1,123	$	405

Basic and diluted earnings per share	$	.23	$	.08
Dividends declared per share	$		$

See Notes to Consolidated Financial Statements.

Peoples Financial Corporation and Subsidiaries

Consolidated ~~Statements~~Statements of Comprehensive Income ~~(continued)~~

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

   Three Months Ended
September 30, Nine Months Ended
September 30,
   2017    2016 2017 2016
Non-interest income:

Trust department income and fees
   $ 430    $ 429 $ 1,224 $ 1,192
Service charges on deposit accounts
   947    946 2,799 2,796
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
Gain from death benefits from life insurance
      429
Other income
   128    236 376 523




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




Non-interest expense:

Salaries and employee benefits
   2,746    2,776 8,344 8,305
Net occupancy
   493    559 1,548 1,798
Equipment rentals, depreciation and maintenance
   722    763 2,251 2,229
FDIC and state banking assessments
   130    232 327 661
Data processing
   322    334 972 1,006
ATM expense
   141    147 399 422
Other real estate expense
   305    26 635 500
Other expense
   720    849 2,450 2,405




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




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




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




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




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

	Three Months Ended March 31,
	2020			2019

Net income	$	1,123		$	405

Other comprehensive income:

Net unrealized gain on available for sale securities		4,310			3,346

Reclassification adjustment for realized gains on available for sale securities called or sold in current year		(433	)

Total other comprehensive income		3,877			3,346

Total comprehensive income	$	5,000		$	3,751

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

Consolidated Financial Statements.

Peoples Financial Corporation and Subsidiaries

Consolidated ~~Statements~~Statements of ~~Comprehensive Income (Loss)~~Changes in Shareholders’ Equity

(in ~~thousands) (unaudited)~~thousands except sharedata)

   Three Months Ended
September 30, Nine Months Ended
September 30,
   2017 2016 2017 2016
Net income
   $ 236 $ 406 $ 1,463 $ 543
Other comprehensive income (loss):

Net unrealized gain (loss) on available for sale securities
   (319 ) (598 ) 2,063 2,132
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


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

~~See notes to consolidated financial statements.~~

												Accumulated
	Number of											Other
	Common			Common					Undivided			Comprehensive
	Shares			Stock			Surplus		Profits			Income (Loss)			Total

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



Balance, January 1, 2020		4,943,186		$	4,943		$	65,780	$	21,855		$	2,545		$	95,123

Net income										1,123						1,123

Other comprehensive income													3,877			3,877

Stock retirement		(50,125	)		(50	)				(530	)					(580	)

Balance, March 31, 2020		4,893,061		$	4,893		$	65,780	$	22,448		$	6,422		$	99,543

~~Peoples Financial Corporation and Subsidiaries~~

~~Consolidated Statement 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

Note: Balances as of January 1, ~~2017~~2019 and 2020 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)~~(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,
	2020			2019
Cash flows from operating activities:
Net income	$	1,123		$	405

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

Depreciation		471			488

Provision for allowance for loan losses		64			54

Writedown of other real estate		98

(Gain) loss on sales of other real estate		(42	)		20

Loss from other investments		38			60

Gain on liquidation, sales and calls of securities		(433	)

Gain from sale of banking house		(318	)

Amortization (accretion) of available for sale securities		(71	)		50

Amortization of held to maturity securities		63			66

Change in accrued interest receivable		(358	)		(349	)

Increase in cash surrender value of life insurance		(108	)		(105	)

Change in other assets		238			(75	)

Change in other liabilities		(141	)		(333	)
Net cash provided by operating activities	$	624		$	281

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			2020			2019
Cash flows from investing activities:
Proceeds from maturities, sales and calls of available for sale securities	$	58,201		$	141,834
Proceeds from maturities, sales or calls of available for securities							$	57,886		$	8,104

Purchases of available for sale securities								(96,853	)		(4,817	)

Proceeds from maturities of held to maturity securities		7,725			510			5,950			520
Purchases of available for sale securities		(68,478	)		(145,832	)

Purchases of held to maturity securities		(9,170	)		(17,120	)		(2,500	)		(620	)
(Purchase) redemption of Federal Home Loan Bank stock		(5	)		1,101

Purchases of Federal Home Loan Bank stock											(8	)

Proceeds from sales of other real estate		1,296			2,017			747			419

Proceeds from insurance on other real estate								77

Loans, net change		41,777			10,431			(2,059	)		5,467

Acquisition of bank premises and equipment		(323	)		(583	)		(32	)		(171	)

Proceeds from sale of banking premises and equipment								547

Investment in cash surrender value of life insurance		(78	)		(85	)		(23	)		(36	)
Proceeds from death benefits from life insurance		1,929

Net cash provided by (used in) investing activities		32,874			(7,727	)		(36,260	)		8,858

Cash flows from financing activities:
Demand and savings deposits, net change		(38,656	)		47,707			60,662			37,944

Time deposits, net change		8,707			3,146			(10,980	)		9,887

Borrowings from Federal Home Loan Bank					98,920			59,500			223,250

Repayments to Federal Home Loan Bank		(5,041	)		(110,990	)		(62,014	)		(258,324	)

Net cash provided by (used in) financing activities		(34,990	)		38,783
Retirement of common stock								(580	)

Net cash provided by financing activities								46,588			12,757
Net increase in cash and cash equivalents		1,162			33,113			10,952			21,896
Cash and cash equivalents, beginning of period		41,116			31,396			29,424			17,191

Cash and cash equivalents, end of period	$	42,278		$	64,509		$	40,376		$	39,087

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, 2020 and ~~2016~~2019

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, 2020 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~~2019 Annual Report and Form10-K.

The results of operations for the quarter ~~or nine months~~ ended ~~September 30, 2017,~~March 31, 2020, 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.~~2019.

~~New~~

Accounting ~~Pronouncements -~~Standards Update – In January ~~2017,~~2020, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update 2020-01 (“~~ASU”~~ASU 2020-01”)~~2017-03,~~, ~~Accounting Changes and Error Corrections~~Investments – Equity Securities (Topic ~~250) and~~321), Investments -– Equity Method and Joint Ventures (Topic 323): and Derivatives and Hedging (Topic 815).The amendments in this update improve current GAAP by reducing diversity in practice and increasing comparability of the accounting for these interactions. ASU 2020-01 is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2020. The adoption of this ASU is not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

In February 2020, the FASB issued Accounting Standards Update 2020-02 (“ASU 2020-02”), Financial Instruments – Credit Losses (Topic 326) and Leases (Topic 843)– Amendments to SEC Paragraphs Pursuant to SEC Staff ~~Announcements at the September~~Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Lease (Topic 842) ~~22, 2016 and~~~~November~~. ~~17, 2016 EITF Meetings.~~~~ASU2017-03~~ ~~incorporates into~~This update adds an SEC paragraph pursuant to the issuance of SEC Staff Accounting ~~Standards~~

~~Codification recent SEC guidance about disclosing~~Bulletin No. 119 relating the ~~effect on financial statements of adopting the revenue, leases and~~ credit losses ~~standards. This update~~and addresses the adoption of new lease guidance. ASU 2020-02 is effective upon issuance. The adoption of this ASU is not expected to have a material ~~effect~~impact on the Company’s financial position, results of operations or cash flows.

In ~~February 2017,~~March 2020, the FASB issued ~~ASU2017-05,~~~~Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic610-20):~~ ~~Clarifying the Scope of Asset Derecognition Guidance and~~ Accounting ~~for Partial Sales of Nonfinancial Assets~~.Standards Update 2020-03 (“ASU ~~2017-05~~ ~~conforms the derecognition guidance on nonfinancial assets with the model for transactions in the new revenue standard.~~ 2020-03”), Codification Improvements to Financial Instruments.This update ~~will be~~amends or clarifies specific issues relating to fair value option disclosures, alignment of certain disclosures for depository and lending institutions, and improvement of guidance for debt instruments and net asset value practical expedient, leases, transfers and servicing. ASU 2020-03 is effective for various fiscal years, ~~and~~including interim periods within those fiscal years, beginning after December 15, ~~2017.~~2019 and beginning after December 15, 2022. The adoption of this ASU is not expected to have a material ~~effect~~impact on the Company’s 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 be 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~~4,927,616 and 4,943,186 for the ~~quarters and nine~~three months ended ~~September 30, 2017~~March 31, 2020 and ~~2016.~~2019, 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~~$611,708 and ~~$761,440~~$852,975 for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2020 and ~~2016,~~2019, 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, 2020 and 2019. Loans transferred to other real estate amounted to ~~$1,355,642 and $1,758,764~~$369,054 during the ~~nine~~three months ended ~~September 30, 2017 and 2016, respectively.~~March 31, 2019. No loans were transferred to other real estate during the three months ended March 31, 2020.

4. Investments:

The amortized cost and fair value of securities at ~~September 30, 2017~~March 31, 2020 and December 31, ~~2016,~~2019, 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

			Gross		Gross
			Unrealized		Unrealized
March 31, 2020	Amortized Cost		Gains		Losses			Fair Value
Available for sale securities:

U.S. Treasuries	$	95,901	$	518	$			$	96,419

U.S. Government agencies		7,500		161					7,661

Mortgage-backed securities		99,664		4,419		(158	)		103,925

Collateralized mortgage obligations		27,431		744		(163	)		28,012

States and political subdivisions		3,622		20					3,642

Total available for sale securities	$	234,118	$	5,862	$	(321	)	$	239,659

Held to maturity securities:
States and political subdivisions	$	48,718	$	1,541	$	(30	)	$	50,229

Total held to maturity securities	$	48,718	$	1,541	$	(30	)	$	50,229

			Gross		Gross
			Unrealized		Unrealized
December 31, 2019	Amortized Cost		Gains		Losses			Fair Value
Available for sale securities:

U.S. Treasuries	$	55,922	$	6	$	(275	)	$	55,653

U.S. Government agencies		12,493		93		(16	)		12,570

Mortgage-backed securities		104,414		1,832		(93	)		106,153

Collateralized mortgage obligations		15,440		251		(203	)		15,488

States and political subdivisions		6,412		35					6,447

Total available for sale securities	$	194,681	$	2,217	$	(587	)	$	196,311

Held to maturity securities:
U.S. Government agencies	$	5,000	$		$	(20	)	$	4,980

States and political subdivisions		47,231		985		(66	)		48,150

Total held to maturity securities	$	52,231	$	985	$	(86	)	$	53,130

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, 2020 (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	$	77,057	$	77,248
Due after one year through five years		27,326		27,708
Due after five years through ten years		27,571		28,152
Due after ten years		2,500		2,626
Mortgage-backed securities		99,664		103,925
Totals	$	234,118	$	239,659

Held to maturity securities:
Due in one year or less	$	2,496	$	2,498
Due after one year through five years		19,033		19,450
Due after five years through ten years		20,388		21,057
Due after ten years		6,801		7,224
Totals	$	48,718	$	50,229

   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, 2020 and December 31, ~~2016,~~2019, 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
			Gross				Gross				Gross
			Unrealized				Unrealized				Unrealized
	Fair Value		Losses		Fair Value		Losses		Fair Value		Losses
March 31, 2020:
Mortgage-backed securities	$	7,755	$	158	$		$		$	7,755	$	158

Collateralized mortgage obligations		9,866		163						9,866		163

States and political subdivisions		1,006		30						1,006		30
TOTAL	$	18,627	$	351	$		$		$	18,627	$	351
December 31, 2019:
U.S. Treasuries	$	4,894	$	44	$	49,753	$	231	$	54,647	$	275

U.S. Government agencies		4,978		16		4,979		20		9,957		36

Mortgage-backed securities		10,941		93						10,941		93

Collateralized mortgage obligations		10,398		203						10,398		203

States and political subdivisions		4,602		61		608		5		5,210		66
TOTAL	$	35,813	$	417	$	55,340	$	256	$	91,153	$	673

   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
U.S. Treasuries
   $ 113,777    $ 1,058    $ 9,815    $ 176    $ 123,592    $ 1,234
U.S. Government agencies
   8,085    90    9,783    216    17,868    306
Mortgage-backed securities
   31,326    382    3,902    179    35,228    561
States and political subdivisions
   4,729    168    4,054    138    8,783    306












TOTAL
   $ 157,917    $ 1,698    $ 27,554    $ 709    $ 185,471    $ 2,407












December 31, 2016:

U.S. Treasuries
   $ 97,634    $ 2,091    $    $    $ 97,634    $ 2,091
U.S. Government agencies
   24,478    521          24,478    521
Mortgage-backed securities
   37,663    1,305          37,663    1,305
States and political subdivisions
   24,627    926    589    1    25,216    927
Corporate bond
         1,462    2    1,462    2












TOTAL
   $ 184,402    $ 4,843    $ 2,051    $ 3    $ 186,453    $ 4,846

At ~~September 30, 2017, 25~~March 31, 2020, 6 of 27the 47 mortgage-backed securities, ~~issued by the U.S. Treasury, 4~~2 of the 6 ~~securities issued by U.S. Government agencies, 27~~collateralized mortgage obligations and 12 of the ~~155~~125 securities issued by states and political subdivisions ~~and 16 of the 32 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 sales ~~and~~or calls of available for sale ~~securities were $23,703,484 and $29,250,806 during the nine months ended September 30, 2017 and 2016, respectively. Available for sale~~ debt securities were ~~sold or called~~$22,360,747 for the three months ended March 31, 2020 for a realized gain of ~~$136,781 and $157,918~~$432,779. There were no sales or calls of available for sale debt securities during the ~~nine~~three months ended ~~September 30, 2017 and 2016, respectively.~~March 31, 2019.

Securities with a fair value of ~~$180,107,293~~$288,143,602 and ~~$180,659,168~~$230,065,621 at ~~September 30, 2017~~March 31, 2020 and December 31, ~~2016,~~2019, 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, 2020 and December 31, ~~2016,~~2019, is as follows (in thousands):

					March 31, 2020		December 31, 2019
	September 30, 2017		December 31, 2016
Gaming	$	18,824	$	31,311	$	22,083	$	19,899
Residential and land development		273		291

Hotel/Motel						45,226		47,294

Real estate, construction		30,998		32,503		20,580		23,209

Real estate, mortgage		190,003		206,172		149,559		141,406

Commercial and industrial		26,009		37,035		27,460		30,626

Other		6,716		8,043		6,020		6,515

Total	$	272,823	$	315,355	$	270,928	$	268,949

The age analysis of the loan portfolio, segregated by class of loans, as of ~~September 30, 2017~~March 31, 2020 and December 31, ~~2016,~~2019, is as follows (in thousands):

													Loans Past
													Due Greater
	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, 2020:
Gaming	$		$		$		$		$	22,083	$	22,083	$
Hotel/Motel										45,226		45,226
Real estate, construction		241		349		15		605		19,975		20,580
Real estate, mortgage		3,411		558		5,498		9,467		140,092		149,559		39
Commercial and industrial		86		15		216		317		27,143		27,460
Other		72		9				81		5,939		6,020

Total	$	3,810	$	931	$	5,729	$	10,470	$	260,458	$	270,928	$	39
December 31, 2019:
Gaming	$		$		$		$		$	19,899	$	19,899	$
Hotel/Motel										47,294		47,294
Real estate, construction		303		69		14		386		22,823		23,209
Real estate, mortgage		4,150		343		5,580		10,073		131,333		141,406
Commercial and industrial		92		58		218		368		30,258		30,626
Other		50		12				62		6,453		6,515

Total	$	4,595	$	482	$	5,812	$	10,889	$	258,060	$	268,949	$

Number of Days Past Due
            Loans Past Due
Greater Than
90 Days & Still
Accruing
   30 - 59    60 - 89    Greater
Than 90    Total Past
Due    Current    Total
Loans
September 30, 2017:

Gaming
   $    $    $    $    $ 18,824    $ 18,824    $
Residential and land development
         273    273       273
Real estate, construction
   1,343    130    747    2,220    28,778    30,998
Real estate, mortgage
   4,640    139    7,815    12,594    177,409    190,003    256
Commercial and industrial
   882    1,364    668    2,914    23,095    26,009
Other
   45    8       53    6,663    6,716














Total
   $ 6,910    $ 1,641    $ 9,503    $ 18,054    $ 254,769    $ 272,823    $ 256














December 31, 2016:

Gaming
   $    $    $    $    $ 31,311    $ 31,311    $
Residential and land development
         291    291       291
Real estate, construction
   902    216    1,082    2,200    30,303    32,503
Real estate, mortgage
   4,608    1,923    4,471    11,002    195,170    206,172
Commercial and industrial
   867       8    875    36,160    37,035
Other
   44    36    80    160    7,883    8,043














Total
   $ 6,421    $ 2,175    $ 5,932    $ 14,528    $ 300,827    $ 315,355    $

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, 2020 and December 31, ~~2016,~~2019, 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, 2020:
Gaming	$	17,980	$		$	4,103	$		$	$	22,083

Hotel/Motel		45,226									45,226

Real estate, construction		20,010				76		494			20,580

Real estate, mortgage		129,038		8,136		4,173		8,212			149,559

Commercial and industrial		21,547		5,585		50		278			27,460

Other		5,998				20		2			6,020


Total	$	239,799	$	13,721	$	8,422	$	8,986	$	$	270,928

December 31, 2019:
Gaming	$	19,899	$		$		$		$	$	19,899

Hotel/Motel		47,294									47,294

Real estate, construction		22,611				83		515			23,209

Real estate, mortgage		123,841		5,338		3,608		8,619			141,406

Commercial and industrial		21,609		8,627		59		331			30,626

Other		6,501				12		2			6,515


Total	$	241,755	$	13,965	$	3,762	$	9,467	$	$	268,949

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, 2020 and December 31, ~~2016,~~2019, are as follows (in thousands):

					March 31, 2020		December 31, 2019
	September 30, 2017		December 31, 2016
Residential and land development	$	273	$	291
Real estate, construction		1,307		1,598	$	494	$	515

Real estate, mortgage		9,992		9,445		8,088		8,495

Commercial and industrial		2,808		515		251		256
Other		4		5

Total	$	14,384	$	11,854	$	8,833	$	9,266

During the first quarter of 2020, the Company modified 96 loans with a total balance of $38,970,417 for certain customers by extending payments for 90 days as a result of the impact of COVID-19. All such loans were current at the time they were modified. Accordingly, such loans were not classified as troubled debt restructurings.

Prior to ~~2016,~~2019, certain loans were modified by granting interest rate concessions to these customers with such loans being classified as troubled debt restructurings. During ~~2016~~2019 and ~~2017,~~2020, the Company did not restructure any additional loans. Specific reserves of ~~$88,000 and $100,000~~$63,106 were allocated to troubled debt restructurings as of ~~September 30, 2017~~March 31, 2020 and December 31, ~~2016, respectively.~~2019. 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, 2020 and December 31, ~~2016.~~2019.

Impaired loans, which include loans classified as nonaccrual and troubled debt restructurings, segregated by class of loans, as of ~~September 30, 2017~~March 31, 2020 and December 31, ~~2016,~~2019, are as follows (in thousands):

   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
March 31, 2020:
With no related allowance recorded:
Real estate, construction	$	281	$	281	$		$	284	$
Real estate, mortgage		8,520		8,520				8,546		6
Commercial and industrial		216		216				217

Total		9,017		9,017				9,047		6

With a related allowance recorded:
Real estate, construction		213		213		20		217
Real estate, mortgage		586		586		83		589		7
Commercial and industrial		35		35		4		36

Total		834		834		107		842		7

Total by class of loans:
Real estate, construction		494		494		20		501
Real estate, mortgage		9,106		9,106		83		9,135		13
Commercial and industrial		251		251		4		253

Total	$	9,851	$	9,851	$	107	$	9,889	$	13

   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

	Unpaid Principal Balance		Recorded Investment		Related Allowance		Average Recorded Investment		Interest Income Recognized
December 31, 2019:
With no related allowance recorded:
Real estate, construction	$	292	$	292	$		$	312	$
Real estate, mortgage		8,906		8,906				9,075		29
Commercial and industrial		217		217				217

Total		9,415		9,415				9,604		29

With a related allowance recorded:
Real estate, construction		223		223		20		230
Real estate, mortgage		624		624		98		614		27
Commercial and industrial		39		39		4		41

Total		886		886		122		885		27

Total by class of loans:
Real estate, construction		515		515		20		542
Real estate, mortgage		9,530		9,530		98		9,689		56
Commercial and industrial		256		256		4		258

Total	$	10,301	$	10,301	$	122	$	10,489	$	56

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, 2020 and ~~2016,~~2019, and the balances of loans, individually and collectively evaluated for impairment, as of ~~September 30, 2017~~March 31, 2020 and ~~2016,~~2019, 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, 2020:
Allowance for Loan Losses:
Beginning Balance	$	223		$	779		$	102		$	2,454		$	553		$	96		$	4,207
Charge-offs											(8	)		(46	)		(88	)		(142	)
Recoveries														16			46			62
Provision		(25	)		(45	)		(26	)		181			(52	)		31			64
Ending Balance	$	198		$	734		$	76		$	2,627		$	471		$	85		$	4,191

Allowance for loan losses, March 31, 2020:
Ending balance: individually evaluated for impairment	$			$			$	20		$	212		$	5		$	4		$	241
Ending balance: collectively evaluated for impairment	$	198		$	734		$	56		$	2,415		$	466		$	81		$	3,950

Total Loans, March 31, 2020:
Ending balance: individually evaluated for impairment	$	4,103		$			$	570		$	12,385		$	328		$	22		$	17,408
Ending balance: collectively evaluated for impairment	$	17,980		$	45,226		$	20,010		$	137,174		$	27,132		$	5,998		$	253,520

	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    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~~$36,558,000 and ~~$25,143,000~~$46,618,000 at ~~September 30, 2017~~March 31, 2020 and December 31, ~~2016,~~2019, 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~~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 desk top 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.

~~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, 2020 and December 31, ~~2016~~2019 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, 2020:
U.S. Treasuries	$	133,577	$	$	133,577	$	$	96,419	$	$	96,419	$
U.S. Government agencies		19,972			19,972			7,661			7,661
Mortgage-backed securities		77,203			77,203			103,925			103,925
Collateralized mortgage obligations								28,012			28,012
States and political subdivisions		14,578			14,578			3,642			3,642
Equity securities		458			458

Total	$	245,788	$	$	245,788	$	$	239,659	$	$	239,659	$

December 31, 2016:
December 31, 2019:
U.S. Treasuries	$	147,624	$	$	147,624	$	$	55,653	$	$	55,653	$
U.S. Government agencies		24,825			24,825			12,570			12,570
Mortgage-backed securities		42,708			42,708			106,153			106,153
Collateralized mortgage obligations								15,488			15,488
States and political subdivisions		17,963			17,963			6,447			6,447
Equity securities		458			458

Total	$	233,578	$	$	233,578	$	$	196,311	$	$	196,311	$

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, 2020 and December 31, ~~2016~~2019 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, 2020	$	726	$	$	$	726
December 31, 2019		764				764

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 and~~March 31, 20120and December 31, ~~2016~~2019 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, 2020	$	6,573	$	$	$	6,573
December 31, 2019		7,453				7,453

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, 2020			December 31, 2019
Balance, beginning of period	$	8,513		$	9,916		$	7,453		$	8,943

Loans transferred to ORE		1,356			1,903						1,707

Sales		(1,391	)		(2,524	)		(782	)		(2,755	)

Writedowns		(397	)		(782	)		(98	)		(442	)

Balance, end of period	$	8,081		$	8,513		$	6,573		$	7,453

The carrying value and estimated fair value of financial instruments, by level within the fair value hierarchy, at ~~September 30, 2017~~March 31, 2020 and December 31, ~~2016,~~2019, are as follows (in thousands):

   Carrying
Amount    Fair Value Measurements Using
      Level 1    Level 2    Level 3    Total
September 30, 2017:

Financial Assets:

Cash and due from banks
   $ 42,278    $ 42,278    $    $    $ 42,278
Available for sale securities
   245,788       245,788       245,788
Held to maturity securities
   49,405       49,303       49,303
Other investments
   2,729    2,729          2,729
Federal Home Loan Bank stock
   544       544       544
Loans, net
   266,671          262,170    262,170
Other real estate
   8,081          8,081    8,081
Cash surrender value of life insurance
   18,153       18,153       18,153
Financial Liabilities:

Deposits:

Non-interest bearing
   147,975    147,975          147,975
Interest bearing
   397,092          397,562    397,562
Borrowings from Federal Home Loan Bank
   1,216       1,509       1,509

	Carrying		Fair Value Measurements Using
	Amount		Level 1		Level 2		Level 3		Total
March 31, 2020:
Financial Assets:
Cash and due from banks	$	40,376	$	40,376	$		$		$	40,376
Available for sale securities		239,659				239,659				239,659
Held to maturity securities		48,718				50,229				50,229
Other investments		2,605		2,605						2,605
Federal Home Loan Bank stock		2,129				2,129				2,129
Loans, net		266,737						269,546		269,546
Other real estate		6,573						6,573		6,573
Cash surrender value of life insurance		19,512				19,512				19,512
Financial Liabilities:
Deposits:
Non-interest bearing		133,549		133,549						133,549
Interest bearing		392,276						392,923		392,923
Borrowings from Federal Home Loan Bank		1,012				1,374				1,374

   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

December 31, 2019:
Financial Assets:
Cash and due from banks	$	29,424	$	29,424	$		$		$	29,424
Available for sale securities		196,311				196,311				196,311
Held to maturity securities		52,231				53,130				53,130
Other investments		2,643		2,643						2,643
Federal Home Loan Bank stock		2,129				2,129				2,129
Loans, net		264,742						261,710		261,710
Other real estate		7,453						7,453		7,453
Cash surrender value of life insurance		19,381				19,381				19,381
Financial Liabilities:
Deposits:
Non-interest bearing		122,592		122,592						122,592
Interest bearing		353,551						354,141		354,141
Borrowings from Federal Home Loan Bank		3,526				3,730				3,730

9. Shareholders’ Equity:

On April 22, 2020, the Board of Directors declared a dividend of $ .02 per share payable May 8, 2020 to shareholders as of May 4, 2020.

Item 2: ~~Management’s~~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~~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.~~2019.

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: the effects of the COVID-19 pandemic on the Company’s business, customers, employees and third-party service providers, 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 including the potential impact of the COVID-19 pandemic used to determine and establish the allowance for loan losses, changes in the availability of funds resulting from reduced liquidity, changes in statutes, government regulations or regulatory policies or practices in general and specifically as a result of the COVID-19 pandemic and acts of terrorism, weather or other events beyond the Company’s control.

New Accounting Pronouncements

The Financial Accounting Standards Board ~~(“FASB”) has issued~~issues several ~~new~~ accounting standards updates ~~for~~during the first ~~three quarters~~quarter of ~~2017~~2020, which ~~are~~have been disclosed in Note 1 to the ~~Notes to~~ Unaudited Consolidated Financial Statements. The Company does not ~~generally~~ expect that these updates discussed in the Notes will have a material ~~effect~~impact on its financial position, or results of operations ~~but the effect of ASU2016-13~~ ~~is still being considered.~~

or cash flows.

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, 2020 and ~~nine months ended September 30, 2017 and 2016~~2019 is included in the table on the following page.

~~RECONCILIATION~~RECONCILATION OFNON-GAAP PERFORMANCE MEASURES (In thousands)


	Three Months Ended September 30,						Nine Months Ended September 30,
For the Three Months Ended March 31,													2020			2019
	2017			2016			2017			2016
Interest income reconciliation:

Interest income - taxable equivalent	$	4,751		$	4,753		$	14,232		$	14,401		$	5,050		$	5,559
Taxable equivalent adjustment		(128	)		(160	)		(410	)		(478	)		(43	)		(59	)

Interest income (GAAP)	$	4,623		$	4,593		$	13,822		$	13,923		$	5,007		$	5,500

Net interest income reconciliation:

Net interest income - taxable equivalent	$	4,362		$	4,486		$	13,219		$	13,625		$	4,439		$	4,679
Taxable equivalent adjustment		(128	)		(160	)		(410	)		(478	)		(43	)		(59	)

Net interest income (GAAP)	$	4,234		$	4,326		$	12,809		$	13,147		$	4,396		$	4,620

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 World Health Organization declared the coronavirus COVID-19 (“COVID-19”) a pandemic in March 2020. The pandemic has resulted in, among other things, a significant stock and global markets decline, disruption in business, leisure and tourism activities as nation-wide stay-at-home orders were mandated, significant strain on the health care industry as it addressed the severity of the health crisis and significant impact on the general economy including high unemployment, a 150 basis point decline in Federal funds rates and unprecedented government stimulus programs.

The Company ~~earned~~has been proactive in ensuring the safety and health of its employees and customers during the pandemic. These steps include limiting access to branch lobbies to appointment only, increasing remote staff and segregating management and key functional departments.

Assisting our customers during the pandemic is a priority. The Company has granted modifications by extending payments 90 days to certain customers as a result of the economic challenges of business closures and growing unemployment resulting from COVID-19. We have also actively participated in the Paycheck Protection Program (“PPP”), a specific stimulus resource designed to provide assistance to small businesses.

The Company reported net income of ~~$236,000~~$1,123,000 for the ~~third~~first quarter of ~~2017~~2020 compared with net income of ~~$406,000 for the third quarter of 2016 and net income of $1,463,000~~$405,000 for the first ~~three quarters~~quarter of ~~2017~~2019. Results in 2020 included an increase in non- interest income and a decrease in non-interest expense which was partially offset by a decrease in net interest income 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.~~2019.

Managing the net interest margin inis a key component of the Company’s ~~highly competitive market~~earnings strategy. The Federal Reserve reduced rates by 75 basis points during the second half of 2019 as a result of global issues and slowing growth. In March 2020, the Federal Reserve reduced rates by 150 basis points in two emergency moves to respond to the ~~context~~unprecedented economic disruptions of ~~larger economic conditions has been very challenging and will continue to be so, for~~ the ~~foreseeable future. Net interest~~COVID-19 pandemic. Interest income ~~for the third quarter of 2017~~decreased as compared with the third quarter of 2016 decreased $92,000 as the reduction in interest and fees on loans was 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~~$484,000 as compared with 2019 as a result of the ~~increase~~material reduction in ~~interest expense on deposits.~~rates.

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 $64,000 was ~~$29,000 and $85,000 for the third quarter and first three quarters of 2017, respectively,~~recorded in 2020 as compared with ~~no provision and $137,000, respectively, for the third quarter and first three quarters of 2016.~~$54,000 in 2019. The Company is working diligently to address and reduce itsnon-performing assets. The Company’s nonaccrual loans totaled ~~$14,384,000~~$8,833,000 and ~~$11,854,000~~$9,266,000 at ~~September 30, 2017~~March 31, 2020 and December 31, ~~2016,~~2019, 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~~$800,000 for the ~~third quarter and first~~ three ~~quarters of 2017~~months ended March 31, 2020 as compared with ~~2016. The~~2019 results. Current year results included non-recurring gains on sales and calls of securities of $433,000 and a gain from the sale of banking house of $318,000.

Non-interest expense decreased $152,000 for the three months ended March 31, 2020 as compared with 2019 results. This decrease for the ~~third quarter of 2017 as compared with the third quarter of 2016~~three months ended March 31, 2020 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~~$60,000, equipment rentals, depreciation and maintenance of ~~2017~~$39,000 and other expense of $109,000, while other real estate expense increased $86,000 in 2020 as compared with ~~the first three quarters of 2016 was a result of the gain discussed in the Overview.~~2019.

~~Non-interest~~ expense decreased $107,000 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 Other real estate expense of $279,000 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.

Total assets at ~~September 30, 2017 decreased $31,027,000~~March 31, 2020 increased $51,447,000 as compared with December 31, ~~2016. Available~~2019. Total deposits increased $49,682,000 as governmental entities’ balances increased due to tax collections. This increase in funds was primarily invested in available for sale securities, which 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. Total deposits decreased $29,949,000 at September 30, 2017 as compared with December 31, 2016 as customers in the casino industry and county and municipal entities reallocate their resources periodically.$43,348,000.

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~~Company's income. ~~Management’s~~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~~increased approximately ~~$12,876,000,~~$8,801,000, or 2%, from approximately ~~$604,008,000~~$566,524,000 for the ~~third~~first quarter of ~~2016~~2019 to approximately ~~$591,132,000~~$575,325,000 for the ~~third~~first quarter of ~~2017. Average held to maturity taxable securities~~2020. The Company’s average balance sheet increased ~~approximately~~

~~$21,538,000 and~~primarily as average ~~available for sale taxable securities increased~~loans decreased approximately ~~$46,819,000 as a result of the decrease in average~~$6,246,000 while balances due from financial institutions ~~and average loans.~~increased $16,824,000 for the first quarter of 2020 as compared with the first quarter of 2019. 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 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,~~decreased from ~~3.15%~~3.92% for the ~~third~~first quarter of ~~2016~~2019 to ~~3.21%~~3.51% for the ~~third~~first quarter of ~~2017. The~~2020. This decrease 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~~decreasing as a result of the ~~effect~~decrease in rates in 2019 and 2020 discussed in the Overview as well the recovery of $135,000 in interest income on a previously non-performing loan in the ~~increase in prime rate during 2016 and 2017 on the Company’s floating rate loans. The yield on average taxable available for sale securities increased from 1.27% for the third~~first 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.~~2019.

Average interest-bearing liabilities decreased approximately ~~$10,639,000,~~$6,876,000, or 2%, from approximately ~~$443,591,000~~$411,553,000 for the ~~third~~first quarter of ~~2016~~2019 to approximately ~~$432,952,000~~$404,667,000 for the ~~third~~first quarter of ~~2017. Average savings and interest-bearing DDA balances decreased $7,850,000 primarily as a result of one large public fund reallocating most of their balance to another institution.~~2020. Average borrowings from FHLB decreased $6,877,000 as the ~~Federal Home Loan Bank decreased approximately $5,694,000 due to the reduced~~Company managed its liquidity ~~needs of the bank subsidiary.~~position.

The average rate paid on ~~interest-bearing~~interest bearing liabilities for the ~~third~~first quarter of ~~2016~~2019 was ~~.24%~~.86% as compared with ~~.36%~~.60% for the ~~third~~first quarter of ~~2017. The increase was~~2020. This decrease is primarily due to decreases in rates by the ~~result of time deposit rates increasing~~Federal Reserve Bank in ~~our trade area~~2019 and 2020 discussed in the ~~Company being able to pay off lower rate borrowings from FHLB.~~Overview.

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%~~3.30% for the ~~third~~ quarter ~~of 2016 as compared with 2.95%~~ended March 31, 2019 and 3.09% 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.

ended March 31, 2020.

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.~~

The tables on the following pages analyze the changes intax-equivalent net interest income for the quarters ended March 31, 2020 and ~~nine months ended September 30, 2017 and 2016.~~

2019.

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, 2020							Three Months Ended March 31, 2019
	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	%	$	263,626	$	3,205		4.86	%	$	269,872	$	3,689		5.47	%
Balances due from depository institutions		25,409		148		2.33	%		54,734		95		0.69	%

Balances due from financial institutions																35,413		155		1.75	%		18,589		87		1.87	%

HTM:
Taxable		30,131		207		2.75	%		8,593		60		0.01	%		35,434		275		3.10	%		37,078		271		2.92	%

Non taxable (1)		18,802		177		3.77	%		19,981		191		3.82	%		15,073		126		3.34	%		17,496		157		3.59	%

AFS:
Taxable		221,196		842		1.52	%		174,377		553		1.27	%		217,595		1,216		2.24	%		210,320		1,211		2.30	%

Non taxable (1)		14,821		204		5.51	%		20,422		277		5.43	%		6,055		72		4.76	%		11,092		133		4.80	%

Other		1,002		8		3.19	%		1,741		9		2.07	%		2,129		1		0.19	%		2,077		11		2.12	%

Total	$	591,132	$	4,751		3.21	%	$	604,008	$	4,753		3.15	%	$	575,325	$	5,050		3.51	%	$	566,524	$	5,559		3.92	%
Savings & interest- bearing DDA															$	316,658	$	313		0.40	%	$	314,018	$	491		0.63	%

Savings & interest-bearing DDA	$	350,100	$	218		0.25	%	$	357,950	$	116		0.13	%
Time deposits		81,632		163		0.80	%		78,727		121		0.61	%		84,329		286		1.36	%		86,968		311		1.43	%

Borrowings from FHLB		1,220		8		2.62	%		6,914		30		1.74	%		3,680		12		1.30	%		10,557		78		2.96	%

Total	$	432,952	$	389		0.36	%	$	443,591	$	267		0.24	%	$	404,667	$	611		0.60	%	$	411,543	$	880		0.86	%

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

Nettax-equivalent margin on earning assets						2.95	%						2.97	%

Net tax-equivalent
margin on earning assets																				3.09	%						3.30	%

~~(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 $59 and $119 for 2017 and 2016, respectively, are included in these figures.~~

~~(3)~~

(1) All interest earned is reported on a taxable equivalent basis using a tax rate of 21% in 2020 and 2019. See disclosure of Non-GAAP financial measures on pages 31 and 32.

(2) Loan fees of $97 and $73 for 2020 and 2019, respectively, are included in these figures.

(3) Includes nonaccrual loans.

~~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												For the Three Months Ended
	September 30, 2017 compared with September 30, 2016												March 31, 2020 compared with March 31, 2019
	Volume			Rate			Rate/Volume			Total			Volume			Rate			Rate/Volume			Total
Interest earned on:

Loans	$	(489	)	$	99		$	(13	)	$	(403	)	$	(85	)	$	(408	)	$	9		$	(484	)
Balances due from financial institutions		(51	)		224			(120	)		53

Balances due from finanicial institutions														79			(6	)		(5	)		68

Held to maturity securities:
Taxable		150			(1	)		(2	)		147			(12	)		17			(1	)		4
Non taxable		(11	)		(3	)					(14	)		(22	)		(10	)		1			(31	)

Available for sale securities:
Taxable		148			111			30			289			42			(36	)		(1	)		5
Non taxable		(76	)		4			(1	)		(73	)		(60	)		(2	)		1			(61	)
Other		(4	)		5			(2	)		(1	)					(10	)					(10	)

Total	$	(333	)	$	439		$	(108	)	$	(2	)	$	(58	)	$	(455	)	$	4		$	(509	)

Interest paid on:

Savings & interest-bearing DDA	$	(3	)	$	107		$	(2	)	$	102		$	4		$	(180	)	$	(2	)	$	(178	)

Time deposits		4			36			2			42			(9	)		(16	)					(25	)

Borrowings from FHLB		(25	)		15			(12	)		(22	)		(50	)		(44	)		28			(66	)

Total	$	(24	)	$	158		$	(12	)	$	122		$	(55	)	$	(240	)	$	26		$	(269	)

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

~~(In Thousands)~~

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

Loans
   $ (1,195 )    $ 108    $ (12 )    $ (1,099 )
Balances due from financial institutions
   30    124    18    172
Held to maturity securities:

Taxable
   383    11    69    463
Non taxable
   (7 )    7
Available for sale securities:

Taxable
   281    190    29    500
Non taxable
   (219 )    25    (6 )    (200 )
Other
   (9 )    8    (4 )    (5 )








Total
   $ (736 )    $ 473    $ 94    $ (169 )








Interest paid on:

Savings & interest-bearing DDA
   $ 4    $ 198    $ 3    $ 205
Time deposits
   15    96    4    115
Borrowings from FHLB
   (96 )    81    (68 )    (83 )








Total
   $ (77 )    $ 375    $ (61 )    $ 237

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~~$8,833,000 and ~~$11,854,000~~$9,266,000 at ~~September 30, 2017~~March 31, 2020 and December 31, ~~2016,~~2019, respectively, specific reserves of only ~~$810,000~~$44,000 and ~~$303,000,~~$59,000, 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.

Additional consideration was given to the impact of COVID-19 on the loan portfolio. The Company granted modifications by extending payments 90 days to certain customers as a result of the economic challenges of business closures and growing unemployment resulting from COVID-19. These credits were current at the time they were modified. In compliance with guidance from the regulatory and accounting authorities, these modifications have not been classified as troubled debt restructurings at March 31, 2020. The Company continues its policy of closely monitoring past due loans and deposit overdrafts which may serve as indicators of performance issues. Proactive outreach to our loan customers has also been emphasized.

In addition to the factors considered when assessing risk in the loan portfolio which are identified in the Notes to the Consolidated Financial Statements included in the Company’s 2019 Annual Report, the Company included the potential negative impact of COVID-19 on its loan portfolio in performing this risk assessment as of March 31, 2020. As of March 31, 2020, a general reserve of $330,000 was allocated to non-classified loans as a result of COVID-19. As of March 31, 2020, no specific reserves were allocated to classified loans as a result of COVID-19.

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~~$64,000 and ~~$85,000 and $137,000~~$54,000 for the first ~~three~~ quarters of ~~2017~~2020 and ~~2016,~~2019, respectively. The increase in general reserves due to the potential impact of COVID-19 was significantly offset by the decrease in general reserves due to lower historical loss rates. The allowance for loan losses as a percentage of loans was ~~2.25%~~1.55% and ~~1.73%~~1.56% at ~~September 30, 2017~~March 31, 2020 and December 31, ~~2016,~~2019, respectively. The Company believes that its allowance for loan losses is appropriate as of ~~September 30, 2017.~~March 31, 2020.

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, particularly the potential effect of COVID-19 on loan performance, 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

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~~$800,000 for the first ~~three quarters~~quarter of ~~2017~~2020 as compared with the first ~~three quarters~~quarter of ~~2016 primarily as~~2019. The Company recognized gains of $433,000 from the ~~result~~sale and call of securities during the ~~increase~~first quarter of 2020, while no such transactions occurred in ~~income from other investments as well as~~2019. A parcel of land that had housed the gain from death benefits from life insurance. These increases were partially offset by the decrease in other income of $147,000 in 2017 as compared with 2016. Income from other investments increased $63,000 from operations of the investment in a low income housing partnershipbank’s main vault and which became vacant as a result of ~~increased occupancy~~Hurricane Katrina in ~~2017~~2005 was sold for a gain of $318,000 in 2020.

Non-interest expense

Total non-interest expense decreased $152,000 for the first quarter of 2020 as compared with ~~2016. As a result~~the first quarter of 2019. Salaries and employee benefits decreased $60,000, equipment rentals, depreciation and maintenance decreased $39,000 and other expense decreased $109,000 while other real estate expenses increased $86,000 for the ~~death~~first quarter of ~~a participant in the Company’s deferred compensation plans during 2017, anon-recurring~~

~~gain of $429,000 from the redemption of bank owned life insurance was recorded. Other income decreased $108,000 in 2017~~2020 as compared with ~~2016 primarily~~the first quarter of 2019.

Salaries decreased as a result of ~~the prior year including a gain of $88,000 from the sale of bank premises.~~attrition.

~~Non-interest~~ ~~expense~~

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

~~Totalnon-interest~~ ~~expense decreased $107,000 for the third quarter of 2017 as compared with the third quarter of 2016. Net occupancy decreased $66,000,~~ Equipment rentals, depreciation and maintenance decreased ~~$41,000, FDIC~~as the Company reconfigured some IT-related resources to more efficient and ~~state banking assessments decreased $102,000 and other expense decreased $129,000 while other~~less-costly options.

Other real estate expense increased ~~$279,000 in 2017 as compared with 2016.~~

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

~~Equipment rentals, depreciation and maintenance primarily decreased~~ as a result of the ~~Company reducing its janitorial costs.~~

~~FDIC and state banking assessments decreased as the regulators decreased the premiums~~write-down of properties to contract prices, less estimated cost to sell, for ~~deposit insurance in the current year.~~

~~ORE expense increased due~~sales we expect to ~~the increase in writedowns in the value of ORE.~~

~~Other expense decreased as a result of the reduction of legal, advertising and other costs largely due to the time 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 as the regulators decreased the premiums for deposit insurance in the current year.~~

~~ORE expense increased due to the increase in writedowns 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~~close during the second quarter of ~~2016 relating to~~2020.

Other expense decreased in 2020 as the ~~resolution~~Company implemented cost savings strategies that resulted in the decrease in consulting fees of ~~a recent examination by the Internal Revenue Service.~~$28,000, advertising and media costs of $61,000, courier expense of $17,000 and conferences and classes of $14,000.

~~For the year ended~~

FINANCIAL CONDITION

Cash and due from banks increased $10,952,000 at March 31, 2020, compared with December 31, ~~2014,~~2019 in 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~~$43,348,000 at ~~September 30, 2017, as~~March 31, 2020, compared with December 31, ~~2016. This is the result of the Company investing excess~~2019. The large increase in total deposits, specifically public funds, ~~not needed currently~~was invested in short-term securities for ~~loans in order to improve earnings.~~pledging purposes.

~~Loans decreased $42,532,000~~

Total deposits increased $49,682,000 at ~~September 30, 2017, as~~March 31, 2020, compared with December 31, ~~2016 as principal payments, maturities, charge-offs and foreclosures relating to existing loans outpaced new loans.~~

~~Total deposits decreased $29,949,000 at September 30, 2017, as compared with December 31, 2016.~~2019. 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.

SHAREHOLDERS’ EQUITY AND CAPITAL ADEQUACY

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

As of ~~September 30, 2017,~~March 31, 2020, 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, the~~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, 2020 and December 31, ~~2016,~~2019, 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, 2020:
Total Capital (to Risk Weighted Assets)	$	96,231		25.41	%	$	30,293		8.00	%	$	97,159		26.17	%	$	29,696		8.00	%
Common Equity Tier 1 Capital (to Risk Weighted Assets)		91,480		24.16	%		17,040		4.50	%		92,968		25.04	%		16,784		4.50	%
Tier 1 Capital (to Risk Weighted Assets)		91,480		24.16	%		22,719		6.00	%		92,968		25.04	%		22,272		6.00	%
Tier 1 Capital (to Average Assets)		91,480		13.13	%		27,863		4.00	%		92,968		14.98	%		24,817		4.00	%

December 31, 2016:
December 31, 2019:
Total Capital (to Risk Weighted Assets)	$	95,262		22.94	%	$	33,220		8.00	%	$	96,632		26.22	%	$	29,487		8.00	%
Common Equity Tier 1 Capital (to Risk Weighted Assets)		90,068		21.69	%		18,687		4.50	%		92,425		25.08	%		16,586		4.50	%
Tier 1 Capital (to Risk Weighted Assets)		90,068		21.69	%		24,915		6.00	%		92,425		25.08	%		22,115		6.00	%
Tier 1 Capital (to Average Assets)		90,068		13.12	%		27,464		4.00	%		92,425		15.26	%		24,230		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, 2020 and December 31, ~~2016,~~2019, are as follows (in thousands):

																					For Capital Adequacy
	For Capital Adequacy															Actual					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, 2020:
Total Capital (to Risk Weighted Assets)	$	92,980		24.68	%	$	30,142		8.00	%	$	37,678		10.00	%	$	94,392		25.75	%	$	29,328		8.00	%	$	36,660		10.00	%
Common Equity Tier 1 Capital (to Risk Weighted Assets)		88,252		23.42	%		16,955		4.50	%		24,491		6.50	%		90,201		24.60	%		16,497		4.50	%		23,829		6.50	%
Tier 1 Capital (to Risk Weighted Assets)		88,252		23.42	%		22,607		6.00	%		30,142		8.00	%		90,201		24.60	%		21,996		6.00	%		29,328		8.00	%
Tier 1 Capital (to Average Assets)		88,252		13.13	%		26,876		4.00	%		33,596		5.00	%		90,201		14.04	%		25,696		4.00	%		32,130		5.00	%

December 31, 2016:
December 31, 2019:
Total Capital (to Risk Weighted Assets)	$	91,882		22.29	%	$	32,975		8.00	%	$	41,219		10.00	%	$	93,228		25.48	%	$	29,274		8.00	%	$	36,592		10.00	%
Common Equity Tier 1 Capital (to Risk Weighted Assets)		86,726		21.04	%		18,548		4.50	%		26,792		6.50	%		89,021		24.33	%		16,466		4.50	%		23,785		6.50	%
Tier 1 Capital (to Risk Weighted Assets)		86,726		21.04	%		24,731		6.00	%		32,975		8.00	%		89,021		24.33	%		21,955		6.00	%		29,274		8.00	%
Tier 1 Capital (to Average Assets)		86,726		12.47	%		27,820		4.00	%		34,775		5.00	%		89,021		14.72	%		24,198		4.00	%		30,248		5.00	%

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

43LIQUIDITY

~~LIQUIDITY~~

Liquidity represents the ~~Company’s~~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.

The Company has actively participated in the PPP, facilitating approximately $20 million in funding. As an additional liquidity resource for this funding, the Company will be seeking approval to participate in the Federal Reserve Bank’s PPP Liquidity Facility.

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, 2020, 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 ActRules 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, 2020 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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 5:5: 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:~~		Exhibit 31.2:	Certification of Chief Financial Officer Pursuant to Section 302 of the ~~Sarbanes-Oxley~~Sarbanes - Oxley Act of 2002


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


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


~~Exhibit 101~~		Exhibit 101	The following materials from the Company’s quarterly report onForm 10-Q for the quarter ended ~~September 30, 2017,~~March 31, 2020, formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Statements of Condition at ~~September 30, 2017~~March 31, 2020 and December 31, ~~2016,~~2019, (ii) Consolidated Statements of Income for the quarters ended March 31, 2020 and ~~nine months ended September 30, 2017 and 2016,~~2019, (iii) Consolidated Statements of Comprehensive Income for the quarters ended March 31, 2020 and ~~nine months ended September 30, 2017 and 2016,~~2019, (iv) Consolidated ~~Statement~~Statements of Changes in Shareholders’ Equity for the ~~nine months~~quarters ended ~~September 30, 2017,~~March 31, 2020 and 2019, (v) Consolidated Statements of Cash Flows for the ~~nine months~~quarters ended ~~September 30, 2017~~March 31, 2020 and ~~2016~~2019 and (vi) Notes to the Unaudited Consolidated Financial Statements for the ~~nine months~~quarters ended ~~September 30, 2017~~March 31, 2020 and ~~2016.~~2019.

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

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

45SIGNATURES

~~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:	May 12, 2020
~~PEOPLES FINANCIAL CORPORATION~~
~~(Registrant)~~
By:
~~Date:~~		~~November 13, 2017~~

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

Date:	May 12, 2020

~~Date:~~ By:		~~November 13, 2017~~

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

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