<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1998
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________
Commission file number 0-20908
PREMIER FINANCIAL BANCORP, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
KENTUCKY 61-1206757
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
120 N. HAMILTON STREET
GEORGETOWN, KENTUCKY 40324
- ---------------------------------------- ----------
(address of principal executive officer) (Zip Code)
Registrant's telephone number (502) 863-7500
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
filing requirements for the past 90 days. Yes X No
----- -----
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practical date.
Common stock - 4,983,230 shares outstanding at August 12, 1998
<PAGE>
EXPLANATORY NOTE
Amendment No. 1 on Form 10-Q/A amends investment security gains and
other income reported for the quarter and six months ended June 30, 1998 in
Part I of the previous 10-Q filing to reflect the correct amounts.
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The accompanying information has not been audited by independent public
accountants; however, in the opinion of management such information reflects
all adjustments necessary for a fair presentation of the results for the
interim period. All such adjustments are of a normal and recurring nature.
The accompanying financial statements are presented in accordance with
the requirements of Form 10-Q and consequently do not include all of the
disclosures normally required by generally accepted accounting principles or
those normally made in the registrant's annual Form 10-K filing. Accordingly,
the reader of the Form 10-Q may wish to refer to the registrant's Form 10-K
for the year ended December 31, 1997 for further information in this regard.
Index to consolidated financial statements:
<TABLE>
<CAPTION>
<S> <C>
Consolidated Balance Sheets. . . . . . . . . . . 3
Consolidated Statements of Income. . . . . . . . 4
Consolidated Statements of Cash Flows. . . . . . 5
Notes to Consolidated Financial Statements . . . 6
</TABLE>
<PAGE>
PREMIER FINANCIAL BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------
June 30 December 31
1998 1997
---------- -----------
<S> <C> <C>
ASSETS
Cash and due from banks $ 15,191 $ 11,610
Federal funds sold 22,031 40,771
Investment securities
Available for sale 209,794 45,926
Held to maturity 20,069 20,362
Loans 341,866 285,798
Less: Unearned interest (2,596) (2,409)
Allowance for loan losses (4,208) (3,144)
--------- ---------
Net loans 335,062 280,245
FHLB and Federal Reserve stock 3,225 2,923
Premises and equipment, net 10,545 6,895
Goodwill and other intangibles 21,740 7,262
Other assets 10,911 9,442
--------- ---------
TOTAL ASSETS $ 648,568 $ 425,436
--------- ---------
--------- ---------
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits
Non-interest bearing $ 59,153 $ 37,702
Time deposits, $100,000 and over 58,975 47,105
Other interest bearing 396,081 239,747
--------- ---------
Total deposits 514,209 324,554
Agreements to repurchase securities 8,090 5,634
Federal Home Loan Bank advances 31,636 15,263
Other borrowings 8,000 -
Other liabilities 4,329 3,438
--------- ---------
Total liabilities 566,264 348,889
Guaranteed preferred beneficial interests in
Company's debentures 28,750 28,750
Stockholders' equity
Preferred stock, no par value; 1,000,000 shares
authorized; none issued or outstanding - -
Common stock, no par value; 10,000,000 shares
authorized; 4,983,230 shares at June 30, 1998 and
4,685,390 shares at December 31, 1997, issued and
outstanding 985 982
Surplus 38,747 33,825
Retained earnings 13,859 13,055
Accumulated other comprehensive income (37) (65)
--------- ---------
Total stockholders' equity 53,554 47,797
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 648,568 $ 425,436
--------- ---------
--------- ---------
- ----------------------------------------------------------------------------------
</TABLE>
See accompanying notes to the consolidated financial statements.
3.
<PAGE>
PREMIER FINANCIAL BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
Three Months Ended June 30 Six Months Ended June 30
1998 1997 1998 1997
-------- -------- --------- ---------
<S> <C> <C> <C> <C>
INTEREST INCOME
Loans, including fees $ 8,081 $ 6,435 $ 15,914 $ 12,461
Investment securities
Taxable 1,749 1,080 2,831 1,568
Tax-exempt 297 299 576 573
Federal funds sold and other 478 150 1,119 344
-------- -------- --------- ---------
Total interest income 10,605 7,964 20,440 14,946
INTEREST EXPENSE
Deposits 4,319 3,088 8,508 6,012
Debt and other borrowings 1,568 810 2,658 1,015
-------- -------- --------- ---------
Total interest expense 5,887 3,898 11,166 7,027
Net interest income 4,718 4,066 9,274 7,919
Provision for possible loan losses 720 286 996 480
-------- -------- --------- ---------
Net interest income after provision for
possible loan losses 3,998 3,780 8,278 7,439
NON-INTEREST INCOME
Service charges 324 288 636 563
Insurance commissions 98 115 200 235
Investment securities gains (losses) 141 8 143 8
Other 1,731 234 1,805 448
-------- -------- --------- ---------
2,294 645 2,784 1,254
NON-INTEREST EXPENSES
Salaries and employee benefits 1,900 1,340 3,438 2,725
Occupancy and equipment expenses 461 366 964 689
Other expenses 1,494 871 2,617 1,696
-------- -------- --------- ---------
3,855 2,577 7,019 5,110
Income before income taxes 2,437 1,848 4,043 3,583
Provision for income taxes 795 545 1,020 1,050
-------- -------- --------- ---------
NET INCOME $ 1,642 $ 1,303 $ 3,023 $ 2,533
-------- -------- --------- ---------
-------- -------- --------- ---------
Other comprehensive income (loss)
net of tax:
Change in unrealized losses on
securities $ 434 $ 84 $ 171 $ (19)
Reclassification of realized amount (141) (8) (143) (8)
-------- -------- --------- ---------
Net unrealized gain (loss) recognized
in comprehensive income 293 76 28 (27)
-------- -------- --------- ---------
COMPREHENSIVE INCOME $ 1,935 $ 1,379 $ 3,051 $ 2,506
-------- -------- --------- ---------
-------- -------- --------- ---------
Earnings per share $ .33 $ .28 $ .61 $ .54
Earnings per share assuming dilution $ .32 $ .28 $ .60 $ .54
Weighted average shares outstanding 4,983 4,685 4,983 4,685
- -----------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to the consolidated financial statements.
4.
<PAGE>
PREMIER FINANCIAL BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------
Six Months Ended
June 30 June 30
1998 1997
-------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 3,023 $ 2,533
Adjustments to reconcile net income to net cash
from operating activities
Depreciation and amortization 682 378
Provision for loan losses 996 480
Investment securities losses (gains), net (143) (8)
Federal Home Loan Bank stock dividends (95) (55)
Changes in
Other assets (1,040) (3,045)
Other liabilities 597 858
-------- --------
Net cash from operating activities 4,020 1,141
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of investment securities available for sale (264,737) (150,972)
Proceeds from sales of investment securities available
for sale 90,573 453
Proceeds from maturities of investment securities
available for sale 17,578 3,607
Purchases of investment securities held to maturity (3,267) (3,040)
Proceeds from maturities of investment securities held
to maturity 3,542 2,208
Purchase of FHLB and Federal Reserve stock (95) (654)
Net change in federal funds sold 19,215 4,646
Net change in loans (18,170) (18,329)
Purchases of bank premises and equipment (1,069) (1,012)
Cash acquired in branch acquisitions 124,961 -
Cash acquired through pooling (Note 2) 1,490 -
-------- --------
Net cash used in investing activities (29,979) (163,093)
CASH FLOWS FROM FINANCING ACTIVITIES
Net change in deposits 5,152 16,081
Net change in agreements to repurchase securities 1,511 114,744
Advances from Federal Home Loan Bank, net 16,373 6,073
Proceeds from other borrowings 8,000 -
Proceeds from issuance of Capital Trust preferred
certificates - 28,750
Dividends paid (1,496) (1,136)
-------- --------
Net cash from financing activities 29,540 164,512
Net change in cash and cash equivalents 3,581 2,560
Cash and cash equivalents at beginning of period 11,610 9,304
-------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 15,191 $ 11,864
-------- --------
-------- --------
- ---------------------------------------------------------------------------------
</TABLE>
See accompanying notes to the consolidated financial statements.
5.
<PAGE>
PREMIER FINANCIAL BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANICAL STATEMENTS
- -------------------------------------------------------------------------------
NOTE 1 - BASIS OF PRESENTATION
The consolidated financial statements include the accounts of Premier Financial
Bancorp, Inc. (the Company) and its wholly-owned subsidiaries, Georgetown
Bancorp, Inc., Georgetown, Kentucky; Citizens Deposit Bank & Trust, Vanceburg,
Kentucky; Bank of Germantown, Germantown, Kentucky; Citizens Bank, Sharpsburg,
Kentucky; Farmers Deposit Bancorp, Eminence, Kentucky; The Sabina Bank, Sabina,
Ohio; Ohio River Bank, Ironton, Ohio; The Bank of Philippi, Inc., Philippi,
West Virginia; and Boone County Bank, Inc., Madison, West Virginia. In
addition, the Company has a data processing service subsidiary, Premier Data
Services, Inc., Vanceburg, Kentucky and PFBI Capital Trust subsidiary discussed
in Note 6. All material intercompany transactions and balances have been
eliminated.
NOTE 2 - BUSINESS COMBINATIONS
On June 26, 1998, the Company completed its acquisition of three branch offices
of Banc One Corporation located in Madison, Philippi and Van, West Virginia.
Included in the purchase were approximately $150 million in deposits, $9
million in loans and $1.5 million in facilities. The net premium paid for
these branches was approximately $14.5 million.
On March 20, 1998, the Company acquired Ohio River Bank (Ohio River) whereby
the Company exchanged 297,840 shares of its common stock for all the issued and
outstanding shares of Ohio River in a business combination accounted for as a
pooling of interests. The financial statement presentation prior to January 1,
1998 has not been restated for this merger as the impact on those statements is
not material. As of and for the year ended December 31, 1997, Ohio River
reported net income of $176,000 and total assets of $39.5 million.
- -------------------------------------------------------------------------------
(Continued)
6.
<PAGE>
PREMIER FINANCIAL BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANICAL STATEMENTS
- -------------------------------------------------------------------------------
NOTE 3 - INVESTMENT SECURITIES
Amortized cost and fair value of investment securities, by category, at June
30, 1998 are summarized as follows:
<TABLE>
<CAPTION>
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
---------- ----------- ---------- ----------
<S> <C> <C> <C> <C>
Available for sale
U.S. Treasury securities $ 15,878 $ 19 $ (9) $ 15,888
U.S. agency securities 179,678 14 (89) 179,603
Obligations of states and political
subdivisions 3,344 118 (1) 3,461
Asset-backed securities 8,033 - (4) 8,029
Preferred stock 2,000 - - 2,000
Other equity securities 914 - (101) 813
--------- ----- -------- ---------
Total available for sale $ 209,847 $ 151 $ (204) $ 209,794
--------- ----- -------- ---------
--------- ----- -------- ---------
Held to maturity
U.S. Treasury securities $ 1,250 $ 7 $ - $ 1,257
U.S. agency securities 2,838 14 (1) 2,851
Obligations of states and political
subdivisions 15,911 457 (22) 16,346
Asset-backed securities 70 - - 70
--------- ----- -------- ---------
Total held to maturity $ 20,069 $ 478 $ (23) $ 20,524
--------- ----- -------- ---------
--------- ----- -------- ---------
Amortized cost and fair value of investment securities, by category, at
December 31, 1997 are summarized as follows:
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
---------- ----------- ---------- ----------
Available for sale
U.S. Treasury securities $ 10,071 $ 2 $ (11) $ 10,062
U.S. agency securities 25,966 29 (90) 25,905
Obligations of states and political
subdivisions 3,458 110 (4) 3,564
Asset-backed securities 3,630 - (30) 3,600
Preferred stock 2,000 - - 2,000
Other equity securities 900 - (105) 795
--------- ----- -------- ---------
Total available for sale $ 46,025 $ 141 $ (240) $ 45,926
--------- ----- -------- ---------
--------- ----- -------- ---------
Held to maturity
U.S. Treasury securities $ 1,250 $ 6 $ (1) $ 1,255
U.S. agency securities 4,338 15 (5) 4,348
Obligations of states and political
subdivisions 14,625 500 (15) 15,110
Asset-backed securities 149 1 (1) 149
--------- ----- -------- ---------
Total held to maturity $ 20,362 $ 522 $ (22) $ 20,862
--------- ----- -------- ---------
--------- ----- -------- ---------
</TABLE>
- -------------------------------------------------------------------------------
(Continued)
7.
<PAGE>
PREMIER FINANCIAL BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANICAL STATEMENTS
- -------------------------------------------------------------------------------
NOTE 4 - LOANS
Major classifications of loans at June 30, 1998 and December 31, 1997 are
summarized as follows:
<TABLE>
<CAPTION>
1998 1997
--------- ---------
(In Thousands)
<S> <C> <C>
Commercial, secured by real estate $ 74,695 $ 66,893
Commercial, other 59,505 45,024
Real estate construction 10,846 7,857
Real estate mortgage 110,898 93,789
Agricultural 14,364 13,208
Consumer 70,414 58,523
Other 1,144 504
--------- ---------
$ 341,866 $ 285,798
--------- ---------
--------- ---------
</TABLE>
NOTE 5 - ALLOWANCE FOR LOAN LOSSES
Changes in the allowance for loan losses are as follows:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30 June 30 June 30
1998 1997 1998 1997
-------- --------- -------- --------
<S> <C> <C> <C> <C>
Balance, beginning of period $ 3,600 $ 2,991 $ 3,144 $ 2,854
Acquired 115 - 450 -
Net charge-offs (227) (360) (382) (417)
Provision for loan losses 720 286 996 480
-------- -------- -------- --------
Balance, end of period $ 4,208 $ 2,917 $ 4,208 $ 2,917
</TABLE>
NOTE 6 - CAPITAL SECURITIES OF SUBSIDIARY TRUST
Guaranteed preferred beneficial interests in the Company's subordinated
debentures (Preferred Securities) represent preferred beneficial interests in
the assets of PFBI Capital Trust (Trust), a wholly-owned subsidiary of the
Company. The Trust's sole assets are 9.75% junior subordinated debentures due
June 30, 2027 issued by the Company on June 9, 1997. Distributions on the
Preferred Securities will be payable at an annual rate of 9.75% of the stated
liquidation amount of $25 per Preferred Security, payable quarterly. Cash
distributions on the Preferred Securities are made to the extent interest on
the debentures is received by the Trust. In the event of certain changes or
amendments to regulatory requirements or federal tax rules, the Preferred
Securities are redeemable in whole. Otherwise, the Preferred Securities are
generally redeemable in whole or in part on or after June 30, 2002 at 100% of
the liquidation amount. The Trust's obligations under the Preferred Securities
are fully and unconditionally guaranteed by the Company.
- -------------------------------------------------------------------------------
(Continued)
8.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
A. Financial Condition and Results of Operations
Net income for the six months ended June 30, 1998 of $3,023,000 or $.61
per share was 19% higher than the $2,533,000 or $.54 per share recorded for the
same period in 1997. The increase is primarily due to the second quarter
recognition of a $1.3 million finder's fee included in other income relative to
certain branch dispositions. Also contributing to the increase was a $1.4
million increase in net interest income. Offsetting these increases was a
$516,000 increase in the provision for loan losses and a $1.9 million increase
in non-interest expenses. Earning assets increased $201 million to $594
million at June 30, 1998 over December 31, 1997. The increase is the result of
acquiring Ohio River Bank and three West Virginia branch offices from Banc One
Corporation which combined provided an additional $180 million in earning
assets. For the three months ended June 30, 1998, net income totaled
$1,642,000 or $.33 per share compared to $1,303,000 or $.28 per share for the
same period in 1997.
Net interest income increased $1,355,000 to $9,274,000 for the six months
ended June 30, 1998 compared to $7,919,000 for the same period in 1997 and
increased $652,000 to $4,718,000 for the three months ended June 30, 1998
compared to the $4,066,000 reported in the three months ended June 30, 1997.
The net interest margin on a tax-equivalent basis for the six months ended June
30, 1998 was 4.04% compared to 4.97% for the first six months of 1997 and 4.32%
for all of 1997. The returns on average shareholders' equity and return on
average assets were 11.4% and 1.22%, respectively, for the six months ended
June 30, 1998, compared to 11.2% and 1.23%, respectively for the same period in
1997.
Non-interest income increased $1,530,000 to $2,784,000 for the first six
months of 1998 compared to $1,254,000 for the first six months of 1997. Non-
interest income increased $1,649,000 to $2,294,000 for the three months ended
June 30, 1998 compared to $645,000 for the same period in 1997. The increase is
primarily the attributable to a $1.3 million finder's fee recognized during the
second quarter included in other income. Received in cash during the second
quarter, the fee is the Company's portion of an agreement to assist another
financial institution in connection with the acquisition of several offices of
Banc One Corporation located in West Virginia.
Non-interest expenses were $7,019,000 or 2.77% of average assets on an
annualized basis during the first six months of 1998 compared to $5,110,000 or
2.47% of average assets during the same period of 1997. Non-interest expenses
increased $1,278,000 during the three months ended June 30, 1998 to $3,855,000
compared to $2,577,000 for the three months ended June 30, 1997. The increases
in non-interest expenses are attributable to the acquisition of Ohio River Bank
and the general expansion of the Company's business.
Income tax expense was $1,020,000 for the first half of 1998 as compared
to $1,050,000 for the first half of 1997. Income tax expense for 1998 was
lower than 1997 even though income before taxes increased as a result of the
reversal of a $234,000 valuation allowance for deferred tax assets of an
acquired subsidiary bank. The valuation was recorded by the bank prior to its
acquisition and was reversed by the Company during the first quarter because
the valuation allowance was no longer considered necessary.
9.
<PAGE>
The following table sets forth information with respect to the Company's
non-performing assets at June 30, 1998 and December 31, 1997.
<TABLE>
<CAPTION>
1998 1997
---------- ----------
(In Thousands)
<S> <C> <C>
Non-accrual loans $ 790 $ 562
Accruing loans which are contractually
past due 90 days or more 967 490
Restructured 300 356
------ ------
Total non-performing loans 2,057 1,408
Other real estate acquired through
Foreclosure 997 836
------ ------
Total non-performing assets $3,054 $2,244
Non-performing loans as a percentage
of total net loans .61% .50%
Non-performing assets as a percentage
of total assets .47% .53%
</TABLE>
The provision for possible loan losses increased from $286,000 for the
three months ended June 30, 1997 to $720,000 for the three months ended June
30, 1998 and from $480,000 to $996,000 for the first six months of 1997
compared to 1998. These increases for possible loan losses are in line with
the increase in loans outstanding from $260.5 million at June 30, 1997 to
$341.9 million at June 30, 1998. In part, the increase is also attributable to
additional general reserves for possible loan losses which may arise as a
result of the Year 2000 issue. The allowance for loan losses at June 30, 1998
of $4,208,000 represented 1.23% of total loans outstanding.
B. Liquidity
Liquidity for a financial institution can be expressed in terms of
maintaining sufficient cash flows to meet both existing and unplanned
obligations in a cost effective manner. Adequate liquidity allows the Company
to meet the demands of both the borrower and the depositor on a timely basis,
as well as pursuing other business opportunities as they arise. Thus,
liquidity management embodies both an asset and liability aspect. In order to
provide for funds on a current and long-term basis, the Company primarily
relies on the following sources:
1. Core deposits consisting of both consumer and commercial deposits
and certificates of deposit of $100,000 or more.
2. Cash flow generated by repayment of loans and interest.
3. Arrangements with correspondent banks for purchase of unsecured
federal funds.
10.
<PAGE>
4. The sale of securities under repurchase agreements and borrowing
from the Federal Home Loan Bank.
5. Maintenance of an adequate available-for-sale security portfolio.
The cash flow statements for the periods presented in the financial
statements provide an indication of the Company's sources and uses of cash as
well as an indication of the ability of the Company to maintain an adequate
level of liquidity.
C. Capital
In June 1997, the Corporation issued $28.8 million of 9.75% Mandatorily
Redeemable Capital Securities of Subsidiary Trust. These securities will
qualify as Tier I capital up to an amount not to exceed 25% of Tier I capital
and the portion that exceeds the 25% limitation will qualify as Tier 2 or
supplementary capital of the Corporation. The issuance of these securities and
resultant increase in capital will allow the Corporation to target larger
financial institutions as potential acquisitions.
At June 30, 1998, total shareholders' equity of $53.6 million equaled
8.26% of total consolidated assets. Tier I capital totaled $49.5 million at
June 30, 1998, which represents a Tier I leverage ratio of 9.40%.
The Company declared a first quarter dividend of $.15 per share, or
$747,809, payable March 31, 1998 to shareholders of record as of March 20, 1998
and a second quarter dividend of $.15 per share, or $747,809 payable June 30,
1998 to shareholders of record as of June 22, 1998.
D. Year 2000
Management has assessed the operational and financial implications of its
Year 2000 needs and developed a plan to ensure that data processing systems can
properly handle the change. Management has determined that if a business
interruption as a result of the Year 2000 issue occurred, such an interruption
could be material. The primary effort required to prevent a potential business
interruption is the installation of the most current software release from the
Company's third party provider and replacement of certain system hardware. The
third party software provider has warranted that Year 2000 remediation and
testing efforts to become compliant have been successfully completed. Non-
compliant hardware has already been replaced through routine hardware upgrades.
Management intends to locally install and test the current software release
before the end of 1998 which will complete the Year 2000 plan for mission
critical systems. Should mission critical system readiness not be achieved by
March 31, 1999, the Company intends to seek alternative solutions from other
vendors. Non-mission critical systems, including systems other than data
processing with embedded technology, will continue to be evaluated and if
necessary, will be upgraded or replaced. Management projects that the cost of
Year 2000 readiness will be in a range of $40,000 to $100,000, the majority of
which will be expensed as incurred. Year 2000 expenses are subject to change
and could vary from current estimates if the final requirements for Year 2000
readiness exceed management's expectations.
11.
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings None
Item 2. Changes in Securities None
Item 3. Defaults Upon Senior Securities None
Item 4. Submission of Matters to a vote of Security Holders
(a) Annual meeting of the shareholders was held on June 11, 1998.
(b) The following were elected as directors of the Corporation for a
term of one year:
(1) J. Howell Kelly
(2) Marshall T. Reynolds
(3) Gardner E. Daniel
(4) Toney Adkins
(5) Benjamin T. Pugh
(6) Wilbur M. Jenkins
(7) E.V. Holder, Jr.
(c) Ratification of Crowe, Chizek and Company LLP as independent
auditors of the Corporation for 1998. Votes for 3,807,710; votes
against 6,947; votes abstaining 1,168,573.
(d) None
Item 5. Other Information None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
<TABLE>
<CAPTION>
Exhibit No. Description of Document
----------- ---------------------------
<S> <C>
27 Financial Data Schedules
</TABLE>
(b) Reports on Form 8-K No reports on Form 8-K have been filed
during the quarter for which the report
is filed.
12.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Corporation has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PREMIER FINANCIAL BANCORP, INC.
Date: August 14, 1998 /s/ Marshall T. Reynolds
-------------------------------------
Marshall T. Reynolds
Chairman of the Board
Date: August 14, 1998 /s/ J. Howell Kelly
-------------------------------------
J. Howell Kelly
President & Chief Executive Officer
13.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 15,191
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 22,031
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 209,794
<INVESTMENTS-CARRYING> 20,069
<INVESTMENTS-MARKET> 20,524
<LOANS> 339,270
<ALLOWANCE> 4,208
<TOTAL-ASSETS> 648,568
<DEPOSITS> 514,209
<SHORT-TERM> 8,090
<LIABILITIES-OTHER> 4,329
<LONG-TERM> 68,386
0
0
<COMMON> 985
<OTHER-SE> 52,569
<TOTAL-LIABILITIES-AND-EQUITY> 648,568
<INTEREST-LOAN> 15,914
<INTEREST-INVEST> 3,407
<INTEREST-OTHER> 1,119
<INTEREST-TOTAL> 20,440
<INTEREST-DEPOSIT> 8,508
<INTEREST-EXPENSE> 11,166
<INTEREST-INCOME-NET> 9,274
<LOAN-LOSSES> 996
<SECURITIES-GAINS> 143
<EXPENSE-OTHER> 7,019
<INCOME-PRETAX> 4,043
<INCOME-PRE-EXTRAORDINARY> 3,023
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,023
<EPS-PRIMARY> .61
<EPS-DILUTED> .60
<YIELD-ACTUAL> 4.04<F1>
<LOANS-NON> 790
<LOANS-PAST> 967
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 3,144
<CHARGE-OFFS> 497
<RECOVERIES> 115
<ALLOWANCE-CLOSE> 4,208<F2>
<ALLOWANCE-DOMESTIC> 4,208
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
<FN>
<F1>Computed on a tax equivalent basis
<F2>Includes allowance acquired through merger
</FN>
</TABLE>
