PREMIER FINANCIAL BANCORP INC
10-Q/A, 2000-07-21
STATE COMMERCIAL BANKS
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                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q/A

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

                  For the quarterly period ended March 31, 2000

                                       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 - 5,232,230 shares outstanding at May 12, 2000.



<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, 1999 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 Cash Flows............................................................    5
         Notes to Consolidated Financial Statements.......................................................    6
</TABLE>






















<PAGE>


                         PREMIER FINANCIAL BANCORP, INC.
                           CONSOLIDATED BALANCE SHEETS
                      MARCH 31, 2000 AND DECEMBER 31, 1999
                                 (IN THOUSANDS)
                                  (UNAUDITED)

--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                       2000               1999
                                                                                       ----               ----
<S>                                                                                    <C>                 <C>
ASSETS
Cash and due from banks                                                           $      22,865      $       28,227
Interest earning balances with banks                                                      1,435               1,634
                                                                                  -------------      --------------
Cash and cash equivalents                                                                24,300              29,861
Federal funds sold                                                                       26,813              25,197
Investment securities
   Available for sale                                                                   161,873             151,787
   Held to maturity                                                                      19,084              18,633
Loans                                                                                   574,488             570,753
   Unearned interest                                                                       (400)               (647)
   Allowance for loan losses                                                             (7,626)             (6,812)
                                                                                  -------------      --------------
        Net loans                                                                       566,462             563,294
Federal Home Loan Bank and Federal Reserve Bank stock                                     4,204               4,123
Premises and equipment, net                                                              14,960              14,935
Real estate and other property acquired through foreclosure                               2,835               3,019
Interest receivable                                                                       9,242               9,814
Goodwill and other intangibles                                                           24,030              24,339
Other assets                                                                              7,734               7,466
                                                                                  -------------      --------------
   Total assets                                                                   $     861,537      $      852,468
                                                                                  =============      ==============

LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits
   Non-interest bearing                                                           $      70,541      $       68,490
   Time deposits, $100,000 and over                                                     104,975              99,292
   Other interest bearing                                                               528,696             525,061
                                                                                  -------------      --------------
     Total deposits                                                                     704,212             692,843
Securities sold under agreements to repurchase                                           21,790              21,282
Federal Home Loan Bank advances                                                          30,307              32,647
Other borrowed funds                                                                     20,000              20,000
Interest payable                                                                          3,370               3,265
Other liabilities                                                                         1,535               1,554
                                                                                  -------------      --------------
   Total liabilities                                                                    781,214             771,591

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;
     5,232,230 shares issued and outstanding                                              1,103               1,103
   Surplus                                                                               43,445              43,445
   Retained earnings                                                                     11,264              11,601
   Accumulated other comprehensive income                                                (4,239)             (4,022)
                                                                                  -------------      --------------
     Total stockholders' equity                                                          51,573              52,127
                                                                                  -------------      --------------
       Total liabilities and stockholders' equity                                 $     861,537      $      852,468
                                                                                  =============      ==============

</TABLE>
        See Accompanying Notes to the Consolidated Financial Statements
                                                                              3.
<PAGE>


                        PREMIER FINANCIAL BANCORP, INC.
           CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
                   THREE MONTHS ENDED MARCH 31, 2000 AND 1999
                                 (IN THOUSANDS)
                                   (UNAUDITED)

--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                       2000               1999
                                                                                       ----               ----
<S>                                                                                  <C>                   <C>
Interest income
  Loans, including fees                                                             $    13,359      $    11,565
  Investment securities
    Taxable                                                                               2,416            2,484
    Tax-exempt                                                                              357              355
  Federal funds sold and other                                                              479              381
                                                                                    -----------      -----------
    Total interest income                                                                16,611           14,785

Interest expense
   Deposits                                                                               7,663            6,560
   Debt and other borrowings                                                              1,862            1,507
                                                                                    -----------      -----------
     Total interest expense                                                               9,525            8,067

Net interest income                                                                       7,086            6,718
Provision for possible loan losses                                                        1,385              474
                                                                                    -----------      -----------
Net interest income after provision for
   possible loan losses                                                                   5,701            6,244

Non-interest income
   Service charges                                                                          492              434
   Insurance commissions                                                                    117              124
   Investment securities gains                                                                1               31
   Other                                                                                    376              349
                                                                                    -----------      -----------
                                                                                            986              938
Non-interest expenses
   Salaries and employee benefits                                                         3,283            2,960
   Occupancy and equipment expenses                                                         772              685
   Amortization of intangibles                                                              393              448
   Other expenses                                                                         1,672            1,427
                                                                                    -----------      -----------
                                                                                          6,120            5,520
                                                                                    -----------      -----------
Income before income taxes                                                                  567            1,662
Provision for income taxes                                                                  120              444
                                                                                    -----------      -----------

Net income                                                                          $       447      $     1,218
                                                                                    ===========      ===========

Other comprehensive income (loss), net of tax:
   Unrealized gains and (losses) arising during
     the period                                                                     $      (216)     $      (519)
   Reclassification of realized amount                                                       (1)             (20)
                                                                                    -----------      -----------
Net change in unrealized gain (loss) on
     securities                                                                            (217)            (539)
                                                                                    -----------      -----------

Comprehensive income                                                                $       230      $       679
                                                                                    ===========      ===========

Earnings per share                                                                  $       .09      $       .23
Earnings per share assuming dilution                                                $       .09      $       .23
Weighted average shares outstanding                                                       5,232            5,232

</TABLE>
        See Accompanying Notes to the Consolidated Financial Statements
                                                                             4.
<PAGE>



                        PREMIER FINANCIAL BANCORP, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                   THREE MONTHS ENDED MARCH 31, 2000 AND 1999
                                 (IN THOUSANDS)
                                   (UNAUDITED)

--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                     2000               1999
                                                                                     ----               ----
<S>                                                                                  <C>                 <C>
Cash flows from operating activities
   Net income                                                                   $         447      $       1,218
   Adjustments to reconcile net income to net cash
     from operating activities
       Depreciation                                                                       329                307
       Provision for loan losses                                                        1,385                474
       Amortization, net                                                                  304                664
       FHLB stock dividends                                                               (74)               (60)
       Investment securities losses (gains), net                                           (1)               (31)
  Changes in
     Interest Receivable                                                                  572                761
     Other assets                                                                        (156)              (291)
     Interest Payable                                                                     105                287
     Other liabilities                                                                    (18)               887
                                                                                -------------      -------------
       Net cash from operating activities                                               2,893              4,216
Cash flows from investing activities
   Purchases of securities available for sale                                         (19,137)           (62,640)
   Proceeds from sales of securities available for sale                                   500             23,419
   Proceeds from maturities and calls of securities available
     for sale                                                                           8,230             34,402
   Purchases of securities held to maturity                                              (958)            (1,600)
   Proceeds from maturities and calls of securities held
     to maturity                                                                          505              1,391
   Purchases of FHLB stock                                                                 (7)                 -
   Net change in federal funds sold                                                    (1,616)            10,546
   Net change in loans                                                                 (4,627)           (17,838)
   Purchases of premises and equipment, net                                              (355)              (694)
   Proceeds from sale of other real estate acquired
     through foreclosure                                                                  258                237
   Net cash received (paid) related to acquisitions                                         -             (8,579)
                                                                                -------------         ----------
     Net cash from investing activities                                               (17,207)           (21,356)

Cash flows from financing activities
   Net change in deposits                                                              11,369              9,167
   Advances from Federal Home Loan Bank                                                 4,600              1,885
   Repayment of Federal Home Loan Bank advances                                        (6,940)              (509)
   Proceeds from other borrowed funds                                                       -             12,000
   Net change in agreements to repurchase securities                                      508             (1,635)
   Dividends paid                                                                        (784)              (785)
                                                                                -------------      -------------
     Net cash from financing activities                                                 8,753             20,123
                                                                                -------------      -------------
Net change in cash and cash equivalents                                                (5,561)             2,983

Cash and cash equivalents at beginning of period                                       29,861             20,171
                                                                                -------------      -------------

Cash and cash equivalents at end of period                                      $      24,300      $      23,154
                                                                                =============      =============
</TABLE>

        See Accompanying Notes to the Consolidated Financial Statements
                                                                             5.
<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:

<TABLE>
<CAPTION>
                                                                                 Year            March 31, 2000
                                                                               Acquired              Assets
                                                                               --------              ------
                                                                                                 (In Thousands)
<S>                                                                              <C>               <C>
Citizens Deposit Bank & Trust               Vanceburg, Kentucky                 1991            $   131,085
Bank of Germantown                          Germantown, Kentucky                1992                 27,952
Georgetown Bank & Trust Co.                 Georgetown, Kentucky                1995                 58,696
Citizens Bank                               Sharpsburg, Kentucky                1995                 48,536
Farmers Deposit Bank                        Eminence, Kentucky                  1996                140,597
The Sabina Bank                             Sabina, Ohio                        1997                 56,543
Ohio River Bank                             Ironton, Ohio                       1998                 55,381
The Bank of Philippi, Inc.                  Philippi, West Virginia             1998                 62,842
Boone County Bank, Inc.                     Madison, West Virginia              1998                143,475
The Bank of Mt. Vernon                      Mt. Vernon, Kentucky                1999                130,341
</TABLE>

The Company also has a data processing subsidiary,  Premier Data Services, Inc.,
and PFBI Capital  Trust  subsidiary  as  discussed  in Note 6. All  intercompany
transactions and balances have been eliminated.

NOTE  2 - BUSINESS COMBINATIONS

On January 20, 1999, the Company  acquired all of the outstanding  shares of Mt.
Vernon Bancshares, Inc., Mt. Vernon, Kentucky, a one-bank holding company owning
all of the shares of Bank of Mt. Vernon (Mt. Vernon) for cash. Mt. Vernon offers
full  service  banking in the  counties of  Rockcastle,  Pulaski,  and  Madison,
Kentucky.  The total  acquisition  cost  exceeded  the fair  value of net assets
acquired by approximately  $4.5 million.  The combination was accounted for as a
purchase  and the  results  of  operations  of Mt.  Vernon are  included  in the
consolidated financial statements from January 20, 1999. At date of acquisition,
Mt. Vernon had total assets of $129.5 million, total loans of $96.8 million, and
total deposits of $118.7 million.


                                   CONTINUED
                                                                             6.
<PAGE>

                        PREMIER FINANCIAL BANCORP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

--------------------------------------------------------------------------------

NOTE  3 - SECURITIES

Amortized cost and fair value of investment securities, by category, at
March 31, 2000 are summarized as follows:
<TABLE>
<CAPTION>

                                                                         (In Thousands)
                                                   Amortized        Unrealized        Unrealized           Fair
                                                      Cost             Gains            Losses            Value
<S>                                                   <C>               <C>              <C>                <C>
Available for sale
  U. S. Treasury securities                     $        3,425    $            -   $          (10)   $         3,415
  U. S. agency securities                              140,488                 -           (5,317)           135,171
  Obligations of states and political
     Subdivisions                                        7,466                 1             (103)             7,364
  Mortgage-backed securities                            13,990                 -             (839)            13,151
  Preferred  stock                                       2,000                 -                -              2,000
  Other equity securities                                  925                 -             (153)               772
                                                --------------    --------------   --------------    ---------------
     Total available for sale                   $      168,294    $            1   $       (6,422)   $       161,873
                                                ==============    ==============   ==============    ===============

Held to maturity
  U. S. Treasury securities                     $          500    $            -   $           (1)   $           499
  U. S. agency securities                                1,234                 -              (40)             1,194
  Obligations of states and political
     Subdivisions                                       17,328               201             (237)            17,292
  Mortgage-backed securities                                22                 1                -                 23
                                                --------------    --------------   --------------    ---------------
     Total held to maturity                     $       19,084    $          202   $         (278)   $        19,008
                                                ==============    ==============   ==============    ===============
</TABLE>

Amortized cost and fair value of investment securities, by category, at
December 31, 1999 are summarized as follows:
<TABLE>
<CAPTION>
                                                                         (In Thousands)
                                                   Amortized        Unrealized        Unrealized           Fair
                                                      Cost             Gains            Losses            Value
<S>                                                  <C>               <C>               <C>                <C>
Available for sale
  U. S. Treasury securities                     $        2,900    $            -   $           (6)   $         2,894
  U. S. agency securities                              130,254                 -           (5,047)           125,207
  Obligations of states and political
     Subdivisions                                        7,468                 -             (114)             7,354
  Mortgage-backed securities                            14,333                 -             (776)            13,557
  Preferred  stock                                       2,000                 -                -              2,000
  Other securities                                         925                 -             (150)               775
                                                --------------    --------------   --------------    ---------------
     Total available for sale                   $      157,880    $            -   $       (6,093)   $       151,787
                                                ==============    ==============   ==============    ===============

Held to maturity
  U. S. Treasury securities                     $          500    $            -   $           (1)   $           499
  U. S. agency securities                                1,233                 -              (29)             1,204
  Obligations of states and political
     Subdivisions                                       16,876               132             (150)            16,858
  Mortgage-backed securities                                24                 -                -                 24
                                                --------------    --------------   --------------    ---------------
     Total held to maturity                     $       18,633    $          132   $         (180)   $        18,585
                                                ==============    ==============   ==============    ===============
</TABLE>


                                   CONTINUED
                                                                             7.
<PAGE>

                        PREMIER FINANCIAL BANCORP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

--------------------------------------------------------------------------------

NOTE  4 - LOANS

Major  classifications  of loans at March 31,  2000 and  December  31,  1999 are
summarized as follows:
<TABLE>
<CAPTION>
                                                                        2000           1999
                                                                        ----           ----
                                                                          (In Thousands)
<S>                                                               <C>                  <C>

Commercial, secured by real estate                                $    141,185     $    135,078
Commercial, other                                                       96,205           98,543
Real estate construction                                                24,396           26,092
Residential real estate                                                198,097          192,088
Agricultural                                                            12,960           17,525
Consumer and home equity                                               100,444          100,075
Other                                                                    1,201            1,352
                                                                  ------------     ------------
                                                                  $    574,488     $    570,753
                                                                  ============     ============
</TABLE>

NOTE  5 - ALLOWANCE FOR LOAN LOSSES

Changes in the allowance for loan losses for the three months ended March 31,
2000 and 1999 are as follows:
<TABLE>
<CAPTION>

                                                                 2000             1999
                                                                 ----             ----
<S>                                                               <C>              <C>

Balance, beginning of period                              $      6,812     $      4,363
Acquired                                                             -            1,310
Net charge-offs                                                   (571)            (401)
Provision for loan losses                                        1,385              474
                                                          ------------     ------------
Balance, end of period                                    $      7,626     $      5,746
                                                          ============     ============
</TABLE>

NOTE  6 - GUARANTEED PREFERRED BENEFICIAL INTERESTS IN COMPANY'S
              SUBORDINATED DEBENTURES

Guaranteed preferred  beneficial  interests in Company's  debentures  (Preferred
Securities)  represent  preferred  beneficial  interests  in the  assets of PFBI
Capital  Trust  (Trust).  The Trust  holds  certain  9.75%  junior  subordinated
debentures   due  June  30,  2027  issued  by  the  Company  on  June  9,  1997.
Distributions on the Preferred  Securities is payable at an annual rate of 9.75%
of the stated liquidation amount of $25 per Capital 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  by the  Company  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>


                        PREMIER FINANCIAL BANCORP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

--------------------------------------------------------------------------------

NOTE  7 - STOCKHOLDERS' EQUITY

Dividend  Limitations  - The  Company's  principal  source of funds for dividend
payments is dividends  received from the subsidiary Banks.  Banking  regulations
limit  the  amount of  dividends  that may be paid  without  prior  approval  of
regulatory agencies.  Under these regulations,  the amount of dividends that may
be paid in any calendar  year is limited to the current  year's net profits,  as
defined,  combined  with the  retained net profits of the  preceding  two years,
subject to the capital  requirements as discussed below.  During 2000, the Banks
could,  without prior approval,  declare dividends of approximately $6.2 million
plus any 2000 net profits retained to the date of the dividend declaration.

Regulatory Matters - The Company and the subsidiary Banks are subject to various
regulatory  capital  requirements  administered by the federal banking agencies.
Failure to meet minimum capital  requirements can initiate certain mandatory and
possibly  additional  discretionary  actions by regulators  that, if undertaken,
could have a direct material effect on the Company's financial statements. Under
capital adequacy  guidelines and the regulatory  framework for prompt corrective
action,  the Company and the Banks must meet  specific  guidelines  that involve
quantitative  measures of their  assets,  liabilities,  and certain  off-balance
sheet items as calculated under regulatory accounting practices.

These quantitative measures established by regulation to ensure capital adequacy
require the Company and Banks to maintain  minimum amounts and ratios (set forth
in the  following  table)  of  Total  and  Tier I  capital  (as  defined  in the
regulations)  to  risk-weighted  assets (as defined),  and of Tier I capital (as
defined) to average assets (as defined).  Management  believes,  as of March 31,
2000,  the  Company  and  the  Banks  meet  all  quantitative  capital  adequacy
requirements to which they are subject.

Shown below is a summary of regulatory capital ratios for the Company:
<TABLE>
<CAPTION>
                                                                                            Regulatory
                                                 March 31,           December 31,             Minimum
                                                  2000                   1999              Requirements
                                                  ----                   ----              ------------
<S>                                               <C>                     <C>                  <C>

Tier I Capital (to Risk-Weighted Assets)           8.8%                   8.9%                  4.0%
Total Capital (to Risk-Weighted Assets)           11.9%                  11.9%                  8.0%
Tier I Capital (to Average Assets)                 6.0%                   6.2%                  4.0%
</TABLE>


The  capital  amounts  and  classifications  are  also  subject  to  qualitative
judgments  by the  regulators.  As a  result  of  these  qualitative  judgments,
Citizens  Deposit Bank  (Citizens)  entered  into an agreement  with the Federal
Reserve Bank (FRB) on December 14, 1999  restricting  Citizens from declaring or
paying  dividends  if its Tier 1 capital to average  assets falls below 8%. This
agreement,  in effect until  terminated by the FRB, is more restrictive than the
quantitative measures governing a bank's ability to pay dividends. Citizens Tier
I capital to average assets was 8.4% at March 31, 2000.

                                                                            9.
<PAGE>




Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

         A.     Results of Operations

     Net income for the three  months ended March 31, 2000 was $447,000 or $0.09
per share  compared to net income of $1,218,000 or $0.23 per share for the three
months ended March 31, 1999. This $771,000 decrease is primarily the result of a
$911,000  increase in the  provision for loan loss from $474,000 for the quarter
ended March 31, 1999 to $1,385,000 for the same period in 2000.  Results for the
quarter  reflect  charges for  amortization  of goodwill  and other  intangibles
associated with cash  acquisitions  totaling $311,000 (after tax) as compared to
$343,000  (after tax) in the same period for 1999. Not including  these charges,
net income for the first  quarter  2000 was  $758,000 or $0.14 per share  versus
$1,561,000 or $0.30 per share in 1999.

     Net interest income  increased  $368,000 to $7,086,000 for the three months
ended March 31, 2000  compared to  $6,718,000  for the same period in 1999.  Net
interest  margin for the three months  ending  March 31, 2000 was  approximately
3.73% as compared to 3.88% for the same period in 1999. The  annualized  returns
on stockholders'  equity and on average assets were approximately 3.45% and .21%
for the three  months  ended March 31,  2000  compared to 8.93% and .64% for the
same period in 1999.

     Non-interest  income increased $48,000,  or 5.1%, to $986,000 for the first
three months of 2000 compared to $938,000 for the first three months of 1999.

     Non-interest  expenses for the first quarter of 2000 totaled  $6,120,000 or
2.9% of average assets on an annualized  basis compared to $5,520,000 or 2.9% of
average assets for the same period of 1999. Contributing to this increase is the
inclusion of the Mt. Vernon  acquisition for the full quarter in 2000 versus the
partial quarter for 1999.

     Income tax expense was $120,000 for the first  quarter of 2000  compared to
$444,000 for the first  quarter of 1999.  The decrease in income tax expense can
be attributed to the $1,095,000  decrease in income before taxes from $1,662,000
for the quarter  ending  March 31, 1999 to $567,000 for the same period in 2000.
The annualized effective tax rate for the period ended March 31, 2000 was 21.2%,
compared to the 26.7% effective tax rate for the same period in 1999.

         B.     Financial Position

         Total assets  increased $9.0 million or 1.1% to $861.5 million from the
$852.5 million on December 31, 1999.  Earning assets increased to $787.5 million
on March 31, 2000 from $771.5 million on December 31, 1999, an increase of $16.0
million or 2.1%.

         Cash and cash  equivalents  at March 31,  2000 were $24.3  million or a
$5.6 million  decrease from $29.9  million on December 31, 1999.  Fed funds sold
increased  to $26.8  million  from  $25.2  million  during the same  period;  an
increase of $1.6 million, or 6.3%.


                                                                            10.
<PAGE>


         Total loans at March 31, 2000 were  $574.1  million  compared to $570.1
million at December 31, 1999, an increase of $4.0 million.

         Deposits  totaled  $704.2  million as of March 31, 2000, an increase of
$11.4  million,  or 1.6%,  over the December 31, 1999 amount of $692.8  million.
Noninterest  bearing  deposits  increased  $2.0 million,  or 2.9%,  and interest
bearing deposits increased $9.4 million, or 1.5%, during the period December 31,
1999 to March 31, 2000.

         The  following  table  sets  forth  information  with  respect  to  the
Company's nonperforming assets at March 31, 2000 and December 31, 1999.
<TABLE>
<CAPTION>

                                                             2000                 1999
                                                             ----                 ----
                                                                   (In Thousands)
<S>                                                          <C>                  <C>
Non-accrual loans                                       $        5,413        $      4,540
Accruing loans which are contractually
   past due 90 days or more                                      1,132               1,721
Restructured                                                       462                 666
                                                        --------------        ------------
     Total non-performing loans                                  7,007               6,927

Other real estate acquired through
    foreclosure                                                  2,835               3,009
                                                        --------------        ------------
     Total non-performing assets                        $        9,842        $      9,936

Non-performing loans as a percentage
      of total loans                                              1.22%               1.22%

Non-performing assets as a percentage
     of total assets                                              1.14%               1.17%

</TABLE>

     The provision for possible loan losses and net chargeoffs  were  $1,385,000
and $571,000 for the first  quarter of 2000  compared to $474,000 and  $401,000,
respectively,  for the first quarter of 1999.  The increase in the provision for
loan  losses  was  prompted  by our loan  growth,  changes  in loan mix,  recent
experience and changes in the economy both locally and nationally. The allowance
for loan  losses at March 31, 2000 was 1.33% of total loans as compared to 1.19%
at December 31, 1999.

         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:


                                                                            11.
<PAGE>


         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.

         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 $161.9  million of  securities  at
                market value as of March 31, 2000.  This reflects an increase of
                $10.1 million or  approximately  6.7% from the December 31, 1999
                balance of $151.8 million.

         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 March 31, 2000, total shareholders' equity of $51.6 million was 6.0%
of total consolidated  assets.  This compares to total  shareholders'  equity of
$52.1 million or 6.1% of total consolidated assets on December 31, 1999.

        Tier I capital totaled $50.3 million at March 31, 2000, which represents
a Tier I leverage ratio of 6.0%.

         Book value per share was $9.86 at March 31, 2000, and $9.96 at December
31, 1999.  An increase in unrealized  loss on securities  available for sale was
responsible for the decrease in accumulated other comprehensive income and
corresponding decrease in book value per share.

         The Company  declared a first quarter  dividend of $0.15 per share,  or
$784,835 payable March 31, 2000 to shareholders of record as of March 20, 2000.




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  1999 10-K for analysis of the interest  rate
sensitivity.  The Company believes there have been no significant changes in the
interest rate sensitivity since previously reported 10-K.

                                                                            12.
<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

Item 5.  Other Information                                       None

Item 6.  Exhibits and Reports on Form 8-K

               (a)  Exhibits

                    Exhibit No.                      Description of Document
                    -----------                      -----------------------
                        27                           Financial Data Schedules

               (b)  Reports on  Form  8-K            No reports  on Form  8-K
                                                     have been   filed   during
                                                     the quarter   for   which
                                                     the report is filed.



                                                                            13.
<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: July 19, 2000                             /s/ Marshall T. Reynolds
                                                ------------------------
                                                Marshall T. Reynolds
                                                Chairman of the Board



Date: July 19, 2000                             /s/ Gardner E. Daniel
                                                ---------------------
                                                Gardner E. Daniel
                                                President & Chief Executive
                                                Officer



                                                                            14.


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