1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1999
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.)
115 N. Hamilton Street
Georgetown, Kentucky 40324
(address of principal executive officer) (Zip Code)
Registrant's telephone number (502) 863-1955
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 - 5,232,257 shares outstanding at August 13, 1999
<PAGE>
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, 1998 for further information in this regard.
Index to consolidated financial statements:
<TABLE>
<S> <C>
Consolidated Balance Sheets...................................................................... 3
Consolidated Statements of Income and Comprehensive Income....................................... 4
Consolidated Statements of Changes in Stockholders' Equity ...................................... 5
Consolidated Statements of Cash Flows............................................................ 6
Notes to Consolidated Financial Statements....................................................... 7
</TABLE>
2.
<PAGE>
PREMIER FINANCIAL BANCORP, INC.
CONSOLIDATED BALANCE SHEETS
JUNE 30, 1999 AND DECEMBER 31, 1998
(IN THOUSANDS)
(UNAUDITED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
---- ----
ASSETS
Cash and due from banks $ 23,490 $ 20,171
Federal funds sold 7,885 19,406
Investment securities
Available for sale 155,873 157,140
Held to maturity 18,952 20,052
Loans 535,870 398,728
Less: Unearned interest (3,000) (3,108)
Allowance for loan losses (5,925) (4,363)
------------- --------------
Net loans 526,945 391,257
FHLB and Federal Reserve Bank stock 3,972 3,416
Premises and equipment, net 14,125 11,764
Real estate and other property acquired through foreclosure 948 992
Interest receivable 9,046 8,053
Goodwill and other intangibles 25,050 21,555
Other assets 6,253 3,938
------------- --------------
Total assets $ 792,539 $ 657,744
============= ==============
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits
Non-interest bearing $ 64,488 $ 62,813
Time deposits, $100,000 and over 83,844 61,190
Other interest bearing 497,856 399,190
------------- --------------
Total deposits 646,188 523,193
Securities sold under agreements to repurchase 8,318 7,772
Federal Home Loan Bank advances 31,578 31,898
Other borrowed funds 20,000 8,000
Interest payable 3,173 2,384
Other liabilities 1,602 1,348
------------- --------------
Total liabilities 710,859 574,595
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;
5,232,257 shares at June 30, 1999 and
December 31, 1998, issued and outstanding 1,103 1,103
Surplus 43,445 43,445
Retained earnings 11,110 10,151
Accumulated other comprehensive income (2,728) (300)
------------- --------------
Total stockholders' equity 52,930 54,399
------------- --------------
Total liabilities and stockholders' equity $ 792,539 $ 657,744
============= ==============
</TABLE>
(continued)
3.
<PAGE>
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS)
(UNAUDITED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
1999 1998 1999 1998
<S> <C> <C> <C> <C>
---- ---- ---- ----
Interest Income
Loans, including fees $ 12,604 $ 8,081 $ 24,169 $ 15,914
Investment securities
Taxable 2,419 1,749 4,903 2,831
Tax-Exempt 347 297 702 576
Federal funds sold and other 302 478 683 1,119
-------------- -------------- -------------- --------------
Total interest income 15,672 10,605 30,457 20,440
Interest Expense
Deposits 6,897 4,319 13,457 8,508
Debt and other borrowings 1,530 1,568 3,037 2,658
-------------- -------------- -------------- --------------
Total interest expense 8,427 5,887 16,494 11,166
Net interest income 7,245 4,718 13,963 9,274
Provision for possible loan losses 621 720 1,095 996
-------------- -------------- -------------- --------------
Net interest income after provision for
possible loan losses 6,624 3,998 12,868 8,278
Non-interest income
Service charges 516 324 950 636
Insurance commissions 173 98 297 200
Investment securities gains (26) 141 5 143
Other 302 1,731 651 1,805
-------------- -------------- -------------- --------------
965 2,294 1,903 2,784
Non-interest expenses
Salaries and employee benefits 2,954 1,900 5,914 3,438
Occupancy and equipment expenses 809 461 1,494 964
Amortization of intangibles 392 161 840 310
Other expenses 1,573 1,333 3,000 2,307
-------------- -------------- -------------- --------------
5,728 3,855 11,248 7,019
-------------- -------------- -------------- --------------
Income before income taxes 1,861 2,437 3,523 4,043
Provision for income taxes 550 795 994 1,020
-------------- -------------- -------------- --------------
Net income $ 1,311 $ 1,642 $ 2,529 $ 3,023
============= ============= ============= =============
Other comprehensive income(loss) net of tax
Change in net unrealized losses
on securities $ (1,906) $ 386 $ (1,998) $ 122
Reclassification of realized amount 17 (93) (430) (94)
------------ ------------- ------------- -------------
Net unrealized gain (loss)recognized
in comprehensive income (1,889) 293 (2,428) 28
------------ ------------- ------------- -------------
Comprehensive income $ (578) $ 1,935 $ 101 $ 3,051
============ ============= ============= =============
Earnings per share $.25 $.31 $.48 $.57
Earnings per share assuming dilution $.25 $.31 $.48 $.57
Weighted average shares outstanding 5,232 5,232 5,232 5,232
</TABLE>
(Continued)
4.
<PAGE>
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
SIX MONTHS ENDED JUNE 30, 1999
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
Accumulated
Other
Common Retained Comprehensive
Stock Surplus Earnings Income (Loss) Total
<S> <C> <C> <C> <C> <C>
Balances, January 1, 1999 $ 1,103 $ 43,445 $ 10,151 $ (300) $ 54,399
Net change in unrealized gains/(losses) on
securities available for sale - - - (2,428) (2,428)
Net income - - 2,529 - 2,529
Dividends paid - Company ($.30 per
share) - - (1,570) - (1,570)
---------- ----------- ----------- ------------ ------------
Balances, June 30, 1999 $ 1,103 $ 43,445 $ 11,110 $ (2,728) $ 52,930
========== =========== =========== ============ ============
</TABLE>
(Continued)
5.
<PAGE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 1999 AND 1998
(IN THOUSANDS)
(UNAUDITED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Cash flows from operating activities
Net income $ 2,529 $ 3,023
Adjustments to reconcile net income to net cash
from operating activities
Depreciation and amortization 1,654 682
Provision for loan losses 1,095 996
Investment securities losses (gains), net (5) (143)
Federal Home Loan Bank Stock Dividends (120) (95)
Changes in
Other assets 595 (1,040)
Other liabilities 339 597
------------- -------------
Net cash from operating activities 6,087 4,020
Cash flows from investing activities
Purchases of investment securities available for sale (75,142) (264,737)
Proceeds from sales of investment securities available
for sale 39,901 90,573
Proceeds from maturities of investment securities available
for sale 43,644 17,578
Purchases of investment securities held to maturity (1,511) (3,267)
Proceeds from maturities of investment securities held
to maturity 2,614 3,542
Purchase of FHLB and Federal Reserve Bank stock (44) (95)
Net change in federal funds sold 24,245 19,215
Net change in loans (41,320) (18,170)
Net purchases of bank premises and equipment (960) (1,069)
Cash acquired(paid) in acquisitions (8,579) 124,710
------------- -------------
Net cash used in investing activities (17,152) (31,720)
Cash flows from financing activities
Net change in deposits 4,328 5,152
Net change in agreements to repurchase securities (54) 1,511
Advances from Federal Home Loan Bank, net (320) 16,373
Net change in borrowed funds 12,000 8,000
Dividends paid (1,570) (1,496)
------------- -------------
Net cash from financing activities 14,384 29,540
------------- -------------
Net change in cash and cash equivalents 3,319 1,840
Cash and cash equivalents at beginning of period 20,171 13,351
------------- -------------
Cash and cash equivalents at end of period $ 23,490 $ 15,191
============= =============
</TABLE>
(Continued)
6.
<PAGE>
PREMIER FINANCIAL BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
- --------------------------------------------------------------------------------
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; Boone County Bank, Inc., Madison, West Virginia; and Mt. Vernon
Bancshares, Mt. Vernon, Kentucky. In addition, the Company has a data processing
service subsidiary, Premier Data Services, Inc., Vanceburg, Kentucky. All
material intercompany transactions and balances have been eliminated.
Certain amounts have been reclassified in the prior financial statements to
conform with the current period classifications. The reclassifications had no
effect on net income or stockholders' equity as previously reported.
NOTE 2 - BUSINESS COMBINATIONS
On January 20, 1999, the Company completed the purchase of Mt. Vernon Bancshares
Inc., the holding company for The Bank of Mt. Vernon (Mt. Vernon), in a cash
transaction. Mt. Vernon offers full service banking in Rockcastle and Pulaski
counties and has two loan production offices in Madison County, Kentucky. Total
acquisition cost was $13.5 million which exceeded the net assets acquired by
$4.5 million. At date of acquisition, Mt. Vernon had total assets of $120.1
million, total loans of $96.8 million, and total deposits of $118.7 million.
On June 26, 1998, the Company chartered Boone County Bank, Inc. in Madison, West
Virginia, and The Bank of Philippi, Inc. in Philippi, West Virginia, for the
purpose of acquiring three branch offices of Banc One Corporation located in
Madison, Philippi and Van, West Virginia. Included in the purchase were $150
million in deposits, $9 million in loans and $1.5 million in premises and
equipment.
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 accompanying financial statements for 1998 are based
on the assumption that the companies were combined for the full year. At the
date of acquisition, Ohio River had $40.9 million in total assets, $28.0 million
in net loans, $35.2 million in deposits, and $4.3 million in stockholders'
equity.
NOTE 3 - STOCK DIVIDEND
The Company paid a 5% stock dividend on September 30, 1998. For comparability,
prior per share information has been restated to reflect the 249,027 shares
issued as a result.
(Continued)
7.
<PAGE>
PREMIER FINANCIAL BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS)
(UNAUDITED)
- --------------------------------------------------------------------------------
NOTE 4 - SECURITIES
Amortized cost and fair value of investment securities, by category, at June 30,
1999 are summarized as follows:
<TABLE>
<CAPTION>
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
<S> <C> <C> <C> <C>
Available for sale (In Thousands)
U. S. Treasury securities $ 4,756 $ 11 $ (2) $ 4,765
U. S. agency securities 129,633 - (3,501) 126,132
Obligations of states and political
Subdivisions 7,660 58 (12) 7,706
Asset-backed securities 15,064 1 (559) 14,506
Preferred stock 2,000 - - 2,000
Other equity securities 900 - (136) 764
-------------- -------------- -------------- ---------------
Total available for sale $ 160,013 $ 70 $ (4,210) $ 155,873
============== ============== ============== ===============
Held to maturity
U. S. Treasury securities $ 1,052 $ 3 $ (1) $ 1,054
U. S. agency securities 891 1 (18) 874
Obligations of states and political
Subdivisions 16,975 389 (140) 17,224
Asset-backed securities 34 - (1) 33
-------------- -------------- -------------- ---------------
Total held to maturity $ 18,952 $ 393 $ (160) $ 19,185
============== ============== ============== ===============
</TABLE>
Amortized cost and fair value of investment securities, by category, at December
31, 1998 are summarized as follows:
<TABLE>
<CAPTION>
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
<S> <C> <C> <C> <C>
Available for sale (In Thousands)
U. S. Treasury securities $ 7,185 $ 44 $ - $ 7,229
U. S. agency securities 125,372 45 (540) 124,877
Obligations of states and political
Subdivisions 3,691 142 (2) 3,831
Asset-backed securities 18,452 20 (67) 18,405
Preferred stock 2,000 - - 2,000
Other equity securities 900 - (102) 798
-------------- -------------- -------------- ---------------
Total available for sale $ 157,600 $ 251 $ (711) $ 157,140
============== ============== ============== ===============
Held to maturity
U. S. Treasury securities $ 899 $ 16 $ - $ 915
U. S. agency securities 2,631 - (73) 2,558
Obligations of states and political
Subdivisions 16,474 770 (1) 17,243
Asset-backed securities 48 - - 48
-------------- -------------- -------------- ---------------
Total held to maturity $ 20,052 $ 786 $ (74) $ 20,764
============== ============== ============== ===============
</TABLE>
(Continued)
8.
<PAGE>
PREMIER FINANCIAL BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS)
(UNAUDITED)
- --------------------------------------------------------------------------------
NOTE 5 - LOANS
Major classifications of loans at June 30, 1999 and December 31, 1998 are
summarized as follows:
1999 1998
---- ----
(In Thousands)
Commercial, secured by real estate $ 122,663 $ 86,010
Commercial, other 91,214 77,684
Real estate construction 25,907 13,374
Real estate mortgage 176,988 131,212
Agricultural 16,610 15,433
Consumer and home equity 101,706 74,215
Other 782 800
------------ ------------
$ 535,870 $ 398,728
============ ============
NOTE 6 - 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
1999 1998 1999 1998
---- ---- ---- ----
(In Thousands)
<S> <C> <C> <C> <C>
Balances, beginning of period $ 5,746 $ 3,600 $ 4,363 $ 3,479
Acquired - 115 1,310 115
Net charge-offs (442) (227) (843) (382)
Provision for loan losses 621 720 1,095 996
---------- ----------- ----------- ------------
Balances, end of period $ 5,925 $ 4,208 $ 5,925 $ 4,208
========== =========== =========== ============
</TABLE>
NOTE 7 - GUARANTEED PREFERRED BENEFICIAL INTERESTS IN COMPANY'S
SUBORDINATED DEBENTURES
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)
9.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
A. Results of Operations
Net income for the six months ended June 30, 1999 was $2,529,000 or
$0.48 per share compared to net income of $3,023,000 or $0.57 per share for the
six months ended June 30, 1998. Results for the six months ended June 30, 1999
reflect charges for amortization of goodwill and other intangibles associated
with cash acquisitions totaling $654,000 (after tax) as compared to $281,000
(after tax) in the same period for 1998. Not including these charges, net income
for the first six months in 1999 was $3,183,000 or $0.61 per share versus
$3,305,000 or $0.63 per share in 1998. Also contributing to the 1998 period was
a one-time fee in the amount of $858,000 (after tax) earned in connection with
the sale of branch offices in West Virginia. Excluding this item, the results
for the six month period ended June 30, 1998 before charges for amortization of
goodwill and other intangibles was, $2,447,000 or $0.47 per share. For the three
months ended June 30, 1999, net income totaled $1,311,000 or $.25 per share
compared to $1,642,000 or $.31 per share for the same period in 1998.
Net interest income increased $4,689,000 to $13,963,000 for the six
months ended June 30, 1999 compared to $9,274,000 for the same period in 1998.
Net interest income increased $2,527,000 to $7,245,000 for the three months
ended June 30, 1999 compared to the $4,718,000 reported in the three months
ended June 30, 1998. Net interest margin on a tax equivalent basis for the six
months ending June 30, 1999 was approximately 4.02% as compared to 4.04% for the
same period in 1998. The decrease in net interest margin is primarily
attributable to the acquisition of the deposit liabilities of the three West
Virginia branches. Proceeds from these branches have been placed in lower
yielding assets until higher yielding assets can be generated. The returns on
stockholders' equity and on average assets were approximately 9.30% and .65% for
the six months ended June 30, 1999 compared to 11.4% and 1.22% for the same
period in 1998. Not including the charges for amortization of goodwill and other
intangibles and the one-time fee discussed above, the returns on stockholders'
equity and on average assets were approximately 11.71% and .82% for the six
months ended June 30, 1999, compared to 9.23% and .99% for the same period in
1998.
Non-interest income decreased $881,000 to $1,903,000 for the first six
months of 1999 compared to the first six months of 1998. Non-interest income
decreased $1,329,000 to $965,000 for the three months ended June 30, 1999
compared to $2,294,000 for the same period in 1998. The decrease is primarily
attributable to the one-time fee in the amount of approximately $1,300,000 that
was recognized in the second quarter of 1998 in connection with the West
Virginia acquisitions. Exclusive of this fee, non-interest income for the first
six months of 1999 increased $419,000 or 28.3% compared to the same period for
1998.
(Continued)
10.
<PAGE>
Non-interest expenses for the first half of 1999 totaled $11,248,000 or
2.9% of average assets on an annualized basis compared to $7,019,000 or 2.8% of
average assets for the same period of 1998. Non-interest expenses increased
$1,873,000 for the three months ended June 30, 1999 to $5,728,000 compared to
$3,855,000 for the three months ended June 30, 1998. This increase in
non-interest expense can be primarily attributed to the start up of the new West
Virginia banks and their inclusion in the entire three month and six month
periods ending June 30, 1999 along with the Mt. Vernon acquisition.
Income tax expense was $994,000 for the first six months of 1999
compared to $1,020,000 for the first six months of 1998. For the three month
period ended June 30, 1999, income tax expense decreased $245,000 to $550,000
compared to $795,000 for the three months ended June 30, 1998. The decrease in
income tax expense can be attributed to the decrease in income before taxes,
primarily as a result of the inclusion of the approximately $1.3 million
one-time fee in the six month period ended June 30, 1998. The effective tax rate
through June 30, 1999 was approximately 28%, compared to the 25% effective tax
rate for the same period in 1998. Included in the 1998 period is a reduction in
income tax expense in the amount of $234,000 as the result of a reversal of a
valuation allowance for deferred tax assets of an acquired subsidiary bank.
B. Financial Position
Total assets increased $134.8 million or 20.5% to $792.5 million from
December 31, 1998. Excluding the Mt. Vernon acquisition, assets grew
approximately $14.7 million or 2.2% since December 31, 1998.
Cash and cash equivalents at June 30, 1999 were $23.5 million or a $3.3
million increase over the $20.2 million on December 31, 1998. Fed funds sold
decreased to $7.9 million from $19.4 million during the same period; a decrease
of $11.5 million. Total earning assets increased $124.0 million, or 20.8%, to
$719.6 million from $595.6 million on December 31, 1998.
Total loans at June 30, 1999 were $532.9 million compared to $395.6
million at December 31, 1998. Of this $137.3 million increase, approximately
$96.8 million is a result of the Mt. Vernon acquisition. Excluding this event,
the increase would be $40.5 million, or 10.2%.
Deposits totaled $646.2 million as of June 30, 1999, an increase of
$123.0 million over the December 31, 1998 amount of $523.2 million. Excluding
the approximately $118.7 million involved with the Mt. Vernon acquisition, the
increase would be $4.3 million. Noninterest bearing deposits increased $1.7
million, or 2.7%, and interest bearing deposits increased $121.3 million, or
26.3%, during the period December 31, 1998 to June 30, 1999.
(Continued)
11.
<PAGE>
The following table sets forth information with respect to
the Company's nonperforming assets at June 30, 1999 and December 31, 1998.
<TABLE>
<CAPTION>
1999 1998
---- ----
(In Thousands)
<S> <C> <C>
Non-accrual loans $ 6,241 $ 3,500
Accruing loans which are contractually
past due 90 days or more 1,469 1,322
Restructured 102 105
-------------- ------------
Total non-performing loans 7,812 4,927
Other real estate acquired through
Foreclosure 948 961
-------------- ------------
Total non-performing assets $ 8,760 $ 5,888
Non-performing loans as a percentage
of total loans 1.47% 1.25%
Non-performing assets as a percentage
of total assets 1.11% .90%
</TABLE>
The provision for possible loan losses decreased from $720,000 for the
three months ended June 30, 1998 to $621,000 for the three months ended June 30,
1999. The provision for possible loan losses and net chargeoffs was $1,095,000
and $843,000 for the first six months of 1999 compared to $996,000 and $382,000,
respectively, for the six months period ended June 30, 1998. The increases in
these amounts primarily relate to the increase in average loans between the two
periods. The allowance for loan losses at June 30, 1999 was 1.11% of total loans
as compared to 1.10% at December 31, 1998.
C. Liquidity
Liquidity objectives for the Company 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 while attempting to
maximize profitability. In order to provide for funds on a current and long-term
basis, the Company's subsidiary banks rely primarily on the following sources:
1. Core deposits consisting of both consumer and commercial
deposits and certificates of deposit of $100,000 or more.
Management believes that the majority of its $100,000 or more
certificates of deposit are no more volatile than its other
deposits. This is due to the nature of the markets in which the
subsidiaries operate.
2. Cash flow generated by repayment of loans and interest.
3. Arrangements with correspondent banks for purchase of unsecured
federal funds.
(Continued)
12.
<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 Company owns $155.9 million of
securities at market value as of June 30, 1999.
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.
D. Capital
At June 30, 1999, total shareholders' equity of $52.9 million was 6.7%
of total consolidated assets. This compares to total shareholders' equity of
$54.4 million or 8.3% of total consolidated assets on December 31, 1998. This
decrease in equity to assets ratio is reflective of the increase in asset size
as a result of the Mt. Vernon acquisition.
Tier I capital totaled $49.0 million at June 30, 1999, which represents
a Tier I leverage ratio of 6.3%.
Shown below is a summary of regulatory capital ratios:
<TABLE>
<CAPTION>
Regulatory
June 30 December 31 Minimum
1999 1998 Requirements
- -------------------------------- ---------------- ----------------------- -------------------------
<S> <C> <C> <C>
Tier I Risk Based Capital Ratio 9.2% 12.6% 4.0%
Total Risk Based Capital Ratio 12.3% 16.2% 8.0%
Leverage Ratio 6.3% 8.1% 4.0%
</TABLE>
Book value per share was $10.12 at June 30, 1999, and $10.40 at
December 31, 1998. An increase in unrealized loss on securities available for
sale was largely responsible for the decrease in comprehensive income and
corresponding decrease in book value per share.
The Company declared a second quarter dividend of $0.15 per share, or
$784,839 payable June 30, 1999 to shareholders of record as of June 15, 1999.
(Continued)
13.
<PAGE>
E. 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. This formal program is comprised of five phases:
(1) Awareness; (2) Assessment; (3) Renovation; (4) Validation and (5)
Implementation. The Company and its subsidiaries have been subject to
examination with respect to their Year 2000 compliance by various state and
federal agencies including the Federal Reserve Board, the Federal Deposit
Insurance Corporation, and State banking agencies. 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 was 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 locally installed and tested the current software release
before the end of 1998, which completed the Year 2000 plan for mission critical
systems. 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.
Premier must also rely on the Year 2000 readiness of additional third
parties such as public utilities and governmental units that provide important
ongoing services to the Company. Management has therefore developed and
implemented contingency plans in the event these third party services are
disrupted and need to be resumed.
The cost of Year 2000 readiness was approximately $100,000, which was
expensed as incurred. Management projects additional Year 2000 expenses to be
minimal, however 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.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Company currently does not engage in any derivative or hedging
activity. Refer to the Company's 1998 10-K for analysis of the interest rate
sensitivity.
14.
<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 None
(a) Annual Meeting of the Shareholders was held June 8, 1999.
(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.
(8) Neal Scaggs
(c) Ratification of Crowe, Chizek and Company, LLP as independent
auditors of the Corporation for 1999. Votes for 4,670,365; votes against 6,436;
votes abstaining 555,456.
Item 5. Other Information None
Item 6. Reports on Form 8-K None
15.
<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 13, 1999 /s/ Marshall T. Reynolds
------------------------------------
Marshall T. Reynolds
Chairman of the Board
Date: August 13, 1999 /s/ J. Howell Kelly
------------------------------------
J. Howell Kelly
President & Chief Executive Officer
16.
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Article 9 Ex-27FDS
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<NAME> Premier Financial Bancorp, Inc.
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