-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OyMaJinwb2hgffjB6/5LaOXhjOROLpvGbMoAidWD4lraB/G9B7NaoIpm8IIFcabR aN3tv+840TmZAsrTwLsMqg== 0000912057-96-026433.txt : 19961118 0000912057-96-026433.hdr.sgml : 19961118 ACCESSION NUMBER: 0000912057-96-026433 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960930 FILED AS OF DATE: 19961114 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: PREMIER FINANCIAL BANCORP INC CENTRAL INDEX KEY: 0000887919 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 611206757 STATE OF INCORPORATION: KY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-20908 FILM NUMBER: 96664902 BUSINESS ADDRESS: STREET 1: 120 N HAMILTON ST STREET 2: P O BOX 9 CITY: GEORGETOWN STATE: KY ZIP: 40324 BUSINESS PHONE: 6067963001 10-Q 1 FORM 10Q 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 September 30, 1996 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 - 4,209,090 shares outstanding at November 13, 1996. 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, 1995 for further information in this regard. Index to consolidated financial statements: Consolidated Balance Sheets................................... 3 Consolidated Statements of Income............................. 4 Consolidated Statements of Cash Flows......................... 5 Notes to Consolidated Financial Statements.................... 6 Page 2 PREMIER FINANCIAL BANCORP, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (IN THOUSANDS)
September 30 December 31 1996 1995 (Unaudited) (*) ASSETS Cash and due from banks $ 7,314 $ 6,340 Federal funds sold 7,650 6,340 Investment securities: Available for sale 23,918 16,039 Held to maturity 21,426 8,890 Loans $215,169 $113,775 Less: Unearned interest (2,095) (711) Allowance for loan losses (2,593) (1,735) -------- -------- Net loans $210,481 $111,329 Premises and equipment, net 3,477 2,129 Excess of cost over net assets acquired (net of accumulated amortization of $103 and $3, respectively) 5,629 248 Other assets 6,800 4,160 -------- -------- TOTAL ASSETS $286,695 $155,475 LIABILITIES AND STOCKHOLDERS' EQUITY Deposits: Non-interest bearing $ 23,327 $ 16,001 Time deposits, $100,000 and over 41,909 20,237 Other interest bearing 168,812 100,009 -------- -------- Total deposits $234,048 $136,247 Agreements to repurchase securities 6,163 747 Federal Home Loan Bank advances 4,611 755 Other liabilities 2,719 1,511 Debt 0 5,000 -------- -------- Total liabilities $247,541 $144,260 STOCKHOLDERS' EQUITY: Preferred stock, no par value; 1,000,000 shares authorized; none issued or outstanding $ 0 $ 0 Common stock, no par value; 10,000,000 shares authorized; 4,209,090 shares at September 30, 1996 and 954,545 shares at December 31, 1995, respectively, issued and outstanding 978 955 Surplus 32,951 5,897 Retained earnings 5,500 4,493 Net unrealized losses on securities available for sale, net (275) (130) -------- -------- Total stockholders' equity $ 39,154 $ 11,215 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $286,695 $155,475
See accompanying notes to the consolidated financial statements. *Derived from audited financial statements. Page 3 PREMIER FINANCIAL BANCORP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (IN THOUSANDS) (UNAUDITED)
Three Months Ended Nine Months Ended September 30 September 30 September 30 September 30 1996 1995 1996 1995 INTEREST INCOME: Loans, including fees $5,292 $2,380 $11,421 $6,708 Investment securities - Taxable 526 254 1,280 703 Tax-exempt 174 73 341 213 Federal funds sold and other 117 73 297 216 ------ ------ ------- ------ Total interest income $6,109 $2,780 $13,339 $7,840 INTEREST EXPENSE: Deposits $2,574 $1,201 $ 5,656 $3,287 Debt and other borrowings 187 110 354 200 ------ ------ ------- ------ Total interest expense $2,761 $1,311 $ 6,010 $3,487 Net interest income $3,348 $1,469 $ 7,329 $4,353 Provision for possible loan losses (159) (20) (347) (48) ------ ------ ------- ------ Net interest income after provision for possible loan losses $3,189 $1,449 $ 6,982 $4,305 NON-INTEREST INCOME: Service charges $ 219 $ 160 $ 543 $ 392 Insurance commissions 83 54 216 122 Investment securities gains (losses) 2 2 2 (6) Other 90 41 285 92 ------ ------ ------- ------ $ 394 $ 257 $ 1,046 $ 600 NON-INTEREST EXPENSES: Salaries and employee benefits $1,093 $ 565 $ 2,585 $1,716 Occupancy and equipment expenses 255 152 539 454 Other expenses 676 308 1,608 1,002 ------ ------ ------- ------ $2,024 $1,025 $ 4,732 $3,172 Income before income taxes $1,559 $ 681 $ 3,296 $1,733 Provision for income taxes 506 197 998 326 ------ ------ ------- ------ NET INCOME $1,053 $ 484 $ 2,298 $1,407 Primary earnings per share $ 0.25 $ 0.25 $ 0.77 $ 0.74 Fully diluted earnings per share $ 0.25 $ 0.25 $ 0.77 $ 0.74 Weighted average shares outstanding 4,209 1,909 2,974 1,906
See accompanying notes to the consolidated financial statements. Page 4 PREMIER FINANCIAL BANCORP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS) (UNAUDITED)
Nine Months Ended September 30 September 30 1996 1995 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 2,298 $ 1,407 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 169 155 Provision for loan losses 347 48 Investment securities losses (gains), net (2) 6 Changes in: Other assets (45) (213) Other liabilities 862 187 -------- -------- Net cash provided by operating activities $ 3,629 $ 1,590 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of securities available for sale $(22,214) $ (5,937) Proceeds from sales of securities available for sale 12,593 4,348 Proceeds from maturities of securities available for sale 6,050 0 Purchases of investment securities held to maturity (1,221) (4,434) Proceeds from maturities of securities held to maturity 2,077 2,995 Net change in deposits at other financial institutions 0 274 Net change in federal funds sold 40 (20) Net change in loans (17,510) (12,226) Purchases of bank premises and equipment (577) (1,210) Proceeds from bank premises and equipment sold 6 0 Cash paid to purchase subsidiary, net of cash received (12,427) 0 -------- -------- Net cash used in investing activities $(33,183) $(16,210) CASH FLOWS FROM FINANCING ACTIVITIES: Net change in deposits $ 11,010 $ 11,941 Net change in agreements to repurchase securities and federal funds purchased (1,242) 774 Net change in Federal Home Loan Bank advances (26) 0 Proceeds from debt 0 1,600 Repayment of debt (5,000) 0 Net proceeds from issuance of common stock 27,077 0 Dividends paid (1,291) (620) -------- -------- Net cash provided by financing activities $ 30,528 $ 13,695 Net increase (decrease) in cash and cash equivalents $ 974 $ (925) Cash and cash equivalents at beginning of period 6,340 5,067 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 7,314 $ 4,142
See accompanying notes to the consolidated financial statements. Page 5 PREMIER FINANCIAL BANCORP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL 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, and Farmers Deposit Bancorp, Eminence, 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. NOTE 2 - BUSINESS COMBINATION Effective July 1, 1996, the Company consummated an Agreement and Plan of Share Exchange with Farmers Deposit Bancorp, Eminence, Kentucky (Eminence), a one-bank holding company owning all of the shares of Farmers Deposit Bank. Under the Share Exchange Agreement, the Company acquired all of the outstanding shares of Eminence for $1,035 cash per share. The total acquisition cost of $12,577,000 exceeded the fair value of net assets acquired by $5,400,000. The combination was accounted for as a purchase and the results of operations of Eminence are included in the consolidated financial statements from July 1, 1996. At June 30, 1996, Eminence had consolidated total assets of $107 million (including net loans of $82 million), consolidated total liabilities of $100 million (including total deposits of $87 million) and consolidated total shareholders' equity of $7 million. Eminence recorded net interest income of $3,487,000 and net income of $1,022,000 for the year ended December 31, 1995 and net interest income of $1,728,000 and net income of $138,000 for the six months ended June 30, 1996. NOTE 3 - INVESTMENT SECURITIES Amortized cost and fair value of investment securities, by category, at September 30, 1996 are summarized as follows: AMORTIZED UNREALIZED UNREALIZED FAIR COST GAINS LOSSES VALUE Available for sale: U. S. Treasury securities $ 4,952 $ 8 $ (14) $ 4,946 U. S. agency securities 14,787 10 (277) 14,520 Obligations of states and political subdivisions 1,635 33 0 1,668 Preferred stock 2,000 0 0 2,000 Other equity securities 900 0 (116) 784 ------- --- ----- ------- Total available for sale $24,274 $51 $(407) $23,918 Page 6 PREMIER FINANCIAL BANCORP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE 3 - INVESTMENT SECURITIES (CONTINUED) AMORTIZED UNREALIZED UNREALIZED FAIR COST GAINS LOSSES VALUE Held to maturity: U. S. Treasury securities $ 2,061 $ 5 $ (18) $ 2,048 U. S. agency securities 6,567 20 (61) 6,526 Obligations of states and political subdivisions 11,965 157 (89) 12,033 Other securities 833 0 0 833 ------- --- ----- ------- Total held to maturity $21,426 $182 $(168) $21,440 Amortized cost and fair value of investment securities, by category, at December 31, 1995 are summarized as follows: AMORTIZED UNREALIZED UNREALIZED FAIR COST GAINS LOSSES VALUE Available for sale: U. S. Treasury securities $ 2,547 $10 $ (1) $ 2,556 U. S. agency securities 10,747 18 (101) 10,664 Preferred stock 2,000 0 0 2,000 Other equity securities 900 0 (81) 819 ------- --- ----- ------- Total available for sale $16,194 $28 $(183) $16,039 Held to maturity: Obligations of states and political subdivisions $ 6,348 $86 $ (46) $ 6,388 U. S. agency securities 2,300 0 (41) 2,259 Other securities 242 1 0 243 ------- --- ----- ------- Total held to maturity $ 8,890 $87 $ (87) $ 8,890 Page 7 PREMIER FINANCIAL BANCORP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE 4 - LOANS Major classifications of loans are summarized as follows: SEPTEMBER 30 DECEMBER 31 1996 1995 (IN THOUSANDS) Commercial $ 96,660 $ 57,246 Real estate construction 4,936 2,119 Real estate mortgage 61,164 32,678 Agricultural 12,027 5,216 Consumer 40,230 16,087 Other 152 429 -------- -------- $215,169 $113,775 Unearned interest (2,095) (711) Allowance for loan losses (2,593) (1,735) -------- -------- $210,481 $111,329 NOTE 5 - ALLOWANCE FOR LOAN LOSSES Changes in the allowance for loan losses are as follows:
THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30 SEPTEMBER 30 SEPTEMBER 30 SEPTEMBER 30 1996 1995 1996 1995 Balance, beginning of period $1,871 $905 $1,735 $886 Reserve acquired through purchase of subsidiary 812 0 812 0 Net charge-offs (249) 5 (301) (4) Provision for loan losses 159 20 347 48 ------ ---- ------ ---- Balance, end of period $2,593 $930 $2,593 $930
NOTE 6 - INITIAL PUBLIC OFFERING On May 22, 1996, the Company completed its initial public offering by selling 2,000,000 common shares at an offering price of $13.00 per share and on June 19, 1996, the Company completed the sale of an additional 300,000 common shares (which represented the Underwriters' over-allotment option) at a price of $13.00 per share. Total proceeds to the Company, net of the underwriting discount and issuance costs, were $27,077,000. Page 8 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS A. Financial Condition and Results of Operations At September 30, 1996, the Company had total assets of $287 million, an increase of 84.7% from total assets of $155 million at December 31, 1995. This increase in total assets is primarily attributable to the acquisition of Farmers Deposit Bancorp, which had total assets of $107 million at July 1, 1996, the effective acquisition date. Financing for this acquisition was provided from the proceeds of $27.1 million from the public offering of the Company's common stock in May and June of 1996. Of the total offering proceeds, $12.5 million was paid to the former shareholders of Farmers Deposit Bancorp and $6.9 million was used for the repayment of debt including $1.9 million debt of Farmers Deposit Bancorp. The balance of the stock offering proceeds of $7.7 million is available for future acquisitions and to support the internal growth of the subsidiary banks. Total loans at September 30, 1996 were $213 million, representing an increase of 89.1% from total loans of $113 million at December 31, 1995. This increase was due to growth from the acquisition, as well as from each of the Company's other subsidiary banks' strong loan growth. Investment securities at September 30, 1996 totaled $45 million and equaled only 15.7% of total assets, which reflects management's emphasis on lending as the major component of earnings. In connection with the acquisition of Farmers Deposit Bancorp, the total acquisition cost of $12,577,000 exceeded the fair value of net assets acquired by approximately $5.4 million. Funding for the growth in total assets has been provided by an increase in total deposits of $98 million, including $91 million from the Eminence acquisition, to $234 million at September 30, 1996, an increase of 72.1% over the $136 million of total deposits at December 31, 1995. Additional funding during the nine months ended September 30, 1996 has come from increases in Federal Home Loan Bank advances of $3.9 million and securities sold under repurchase agreements of $5.4 million. At September 30, 1996, the Company had no debt outstanding as proceeds from the public stock offering were used to repay the $5 million in debt which was outstanding at December 31, 1995. Net income for the nine months ended September 30, 1996 of $2,298,000 or $.77 per share was 63.3% higher than the $1,407,000 or $.74 per share recorded for the same period in 1995. This increase was due largely to the increase of $2,976,000 in net interest income reflecting the growth in the average assets of the Company of approximately $75 million to $200 million compared to $125 million for the same period in 1995. The growth in average assets was primarily the result of the acquisition of Farmers Deposit Bancorp of Eminence, Kentucky, effective July 1, 1996, the acquisition of Citizens Bank of Sharpsburg, Kentucky, in November, 1995, the issuance of 2,300,000 additional common shares near the end of the second quarter of 1996, and the continued growth of the Company's other banks. For the three months ended September 30, 1996, net income totaled $1,053,000 compared to $484,000 for the same period in Page 9 1995. Net income was $.25 per share for both periods. The earnings per share amounts reflect the impact of the increase in weighted average number of shares outstanding from 1,909,000 to 4,209,000 for the three months ended September 30, 1995 and 1996, respectively, due to the issuance of additional common shares in the public offering. Net interest margin on a tax-equivalent basis of 4.93% remained strong in the three months ended September 30, 1996, although down from the 5.43% recorded for the nine months ended September 30, 1996. The return on average assets remained constant at 1.5% for the three and nine months ended September 30, 1996. The return on average equity was 12.7% for the nine months ended and 10.8% for the three months ended September 30, 1996. The decrease in return on average equity for the third quarter of 1996 is primarily attributable to the substantial increase in equity from the public offering proceeds received late in the second quarter of 1996. Non-interest income increased $446,000 to $1,046,000 for the first nine months of 1996 compared to $600,000 for the first nine months of 1995. Non-interest income increased $137,000 to $394,000 for the three months ended September 30, 1996 compared to $257,000 for the same period in 1995. The increases are attributed to the growth and expansion of the Company's business and its customer base, including higher insurance commissions, income from the sale of loans and an overall increase in service charges. In addition, a $50,000 fee was received during the first three months of 1996 in connection with an exchange of an investment in preferred stock. The acquisitions of the Eminence and Sharpsburg banks contributed $165,000 and $232,000 to the increase in non-interest income for the three and nine month periods ended September 30, 1996, respectively. Non-interest expenses were $4,732,000 or 3.14% of average assets on an annualized basis during the first nine months of 1996 compared to $3,172,000 or 3.38% of average assets during the same period of 1995. Non-interest expenses increased $999,000 during the three months ended September 30, 1996 to $2,024,000 compared to $1,025,000 for the three months ended September 30, 1995. Salaries and employee benefits increased from $565,000 and $1,716,000 for the three and nine months ended September 30, 1995, respectively, to $1,093,000 and $2,585,000 for the three and nine months ended September 30, 1996, respectively. Also increasing significantly were other operating expenses from $308,000 and $1,002,000 for the three and nine months ended September 30, 1995 to $676,000 and $1,608,000 for the same periods in 1996. These increases are reflective of the increase in full-time equivalent employees and the expenses associated with the increase in total consolidated assets during these periods. The operations of the Eminence and Sharpsburg banks added $699,000 and $968,000 to total non-interest expenses for the three and nine months ended September 30, 1996, respectively. Page 10 The provision for possible loan losses increased from $20,000 to $159,000 for the three months ended September 30, 1996 compared to 1995 and from $48,000 to $347,000 for the first nine months of 1996 compared to 1995. These increases for possible loan losses are in line with the increase in average loans outstanding from $86,922,000 for the nine months ended September 30, 1995 to $147,630,000 for the nine months ended September 30, 1996. The allowance for loan losses at September 30, 1996 of $2,593,000 represented 1.22% of total loans outstanding. Income before income taxes for the nine months ended September 30, 1996 of $3,296,000 was $1,563,000 or 90% above last years $1,733,000. The provision for income taxes of $998,000 represented an effective tax rate of 30% versus $326,000 or a 19% tax rate in 1995. The lower tax rate in 1995 was largely as a result of the reduction in the valuation allowance for deferred tax assets at the Georgetown bank. 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. 4. The sale of securities under repurchase agreements and borrowings from the Federal Home Loan Bank. 5. Maintenance of an adequate available-for-sale security portfolio. At September 30, 1996, cash, federal funds sold, and securities available for sale, the primary sources of the Company's liquidity needs, totaled $38.9 million or 13.6% of total assets. In addition to these liquid assets, the Company's subsidiary banks maintain individual credit facilities to provide additional short-term borrowing availability if needed. Furthermore, certain of the Company's subsidiary banks have borrowing facilities with the Federal Home Loan Bank which provides matching funding for residential real estate loans. 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. Page 11 C. Capital On January 19, 1996, the Board of Directors approved a 2-for-1 stock split payable March 29, 1996 in the form of a share dividend to shareholders of record on February 22, 1996, thus, all per share information in this filing has been adjusted for the stock split. Additionally, on March 15, 1996, the shareholders approved an amendment to the Company's articles of incorporation that increased the number of common shares authorized from 1,800,000 to 10,000,000, eliminated the $1.00 par value per share relating to common shares and authorized 1,000,000 preferred shares, without par value. On January 19, 1996, the Board of Directors adopted, and on March 15, 1996 the Company's shareholders approved, the Premier Financial Bancorp, Inc. 1996 Employee Stock Ownership Incentive Plan, whereby certain employees of the Company are eligible to receive stock options under the Plan. A maximum of 100,000 shares of the Company's common stock (adjusted for the 2-for-1 stock split payable March 29, 1996) may be issued through exercises of these stock options. The option price is the fair market value of the Company's shares at the date of the grant. On May 22, 1996, the Company issued 2,000,000 additional common shares in a public offering at $13.00 per share. After underwriting commissions of $1,820,000 and expenses of $682,000, the Company realized net proceeds of $23,498,000. On June 19, 1996, the underwriters exercised an overallotment option and an additional 300,000 were issued with the Company receiving net proceeds of $3,627,000 after underwriting commissions of $273,000. The total net proceeds from the issuance of the 2,300,000 common shares were $27,125,000. Proceeds of $5,000,000 were used to repay existing Company debt, $12,550,000 was used to acquire Farmers Deposit Bancorp, Eminence, Kentucky, and an additional $1,850,000 was used to repay Farmers Deposit Bancorp's existing debt. The remaining proceeds may be used by the Company to provide additional capital to its existing banks, for possible future acquisitions or for general corporate purposes. With the additional capital and strong earnings performance, the Company's capital totaled $39.2 million at September 30, 1996 and equaled 13.6% of assets. After deducting goodwill of $5.6 million, which was largely attributable to the Farmers Deposit Bancorp acquisition, tangible equity was 11.9% of assets. In each of the first three quarters of 1996, the Company has paid a cash dividend of $.125 per share. Total dividends through September 30, 1996 amounted to $1.3 million, compared to net income for the nine months of $2.3 million. Page 12 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 None Page 13 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: November 13, 1996 /s/ Marshall T. Reynolds ----------------------------------- Marshall T. Reynolds Chairman of the Board Date: November 13, 1996 /s/ J. Howell Kelly ----------------------------------- J. Howell Kelly President & Chief Executive Officer Page 14 EX-27 2 FINANCIAL DATA SCHEDULE
9 1,000 9-MOS DEC-31-1996 JAN-01-1996 SEP-30-1996 7,314 0 7,650 0 23,918 21,426 21,440 215,169 2,593 286,695 234,048 10,774 2,719 0 0 0 978 38,176 286,695 11,421 1,621 297 13,339 5,656 6,010 7,329 347 2 4,732 3,296 3,296 0 0 2,298 .77 .77 5.43 769 839 0 0 1,735 422 121 2,593 2,593 0 0 COMPUTED ON A TAX-EQUIVALENT BASIS
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