-----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, FIRu4/QMY/YG6LCvsN3H45YfsfJv/BFBBydvzy90vm+Ej6+Sjs9OJKi3ftTLBRgi htpiTdD5TMlZrFpwAGBcHA== 0000912057-96-014365.txt : 19960712 0000912057-96-014365.hdr.sgml : 19960712 ACCESSION NUMBER: 0000912057-96-014365 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960701 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960711 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20908 FILM NUMBER: 96593525 BUSINESS ADDRESS: STREET 1: 120 N HAMILTON ST STREET 2: P O BOX 9 CITY: GEORGETOWN STATE: KY ZIP: 40324 BUSINESS PHONE: 6067963001 8-K 1 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________________ FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 _____________________ Date of Report (Date of earliest event reported) July 1, 1996 PREMIER FINANCIAL BANCORP, INC. (Exact Name of Registrant as Specified in its Charter) KENTUCKY (State or Other Jurisdiction of Incorporation) 0-20908 61-1206757 (Commission File Number) (I.R.S. Employee Identification No.) 120 N. HAMILTON STREET, GEORGETOWN, KENTUCKY 40324 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (502) 863-7500 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. Premier Financial Bancorp, Inc. (the "Company) completed a statutory share exchange, effective July 1, 1996, pursuant to which it acquired all of the outstanding shares of Farmers Deposit Bancorp, Eminence, Kentucky ("Farmers Deposit"), the parent holding company for Farmers Deposit Bank, a state- chartered commercial bank. In such share exchange transaction, Premier paid $1,035 cash for each of the 12,125 outstanding shares of Farmers Deposit, for an aggregate purchase price of $12,549,375. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. Consolidated financial statements of Farmers Deposit Bancorp and Subsidiary as of June 30, 1995 and 1994 and for each of the years in the three- year period ended June 30, 1995, 1994 and 1993 are incorporated by reference into this report as Exhibit 99.1. (b) PRO FORMA FINANCIAL INFORMATION. With respect to the Company's acquisition of Farmers Deposit, pro forma condensed combined financial data required pursuant to Article 11 of Regulation S-X are included in this report as Exhibit 99.2. (c) EXHIBITS. 2. Agreement and Plan of Share Exchange dated March 4, 1996 between Farmers Deposit Bancorp and the Company (incorporated by reference to the Company's Current Report on Form 8-K, Exhibit (2), filed with the Commission on March 7, 1996). 23. Consent of Strothman & Company PSC 99.1 Consolidated Financial Statements of Farmers Deposit Bancorp (incorporated by reference to pages F-47 through F-71 of the Company's Amendment No. 3 to Registration Statement on Form S-1 (Registration No. 333-1702), filed with the Commission on May 3, 1996). 99.2 Pro Forma Condensed Combined Financial Data 2 SIGNATURES Pursuant to the requirement of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on behalf of the undersigned thereunto duly authorized. PREMIER FINANCIAL BANCORP, INC. By: /s/ J. Howell Kelly ---------------------------- J. Howell Kelly President Dated: July 10, 1996 3 INDEX TO EXHIBITS Exhibit No. Description of Document - ------- ------------------------ 2. Agreement and Plan of Share Exchange dated March 4, 1996 between Farmers Deposit Bancorp and the Company (incorporated by reference to the Company's Current Report on Form 8-K, Exhibit (2), filed with the Commission on March 7, 1996). 23. Consent of Strothman & Company PSC 99.1 Consolidated Financial Statements of Farmers Deposit Bancorp (incorporated by reference to pages F-47 through F-71 of the Company's Amendment No. 3 to Registration Statement on Form S-1 (Registration No. 333-1702), filed with the Commission on May 3, 1996). 99.2 Pro Forma Condensed Combined Financial Data 4 EX-23 2 EXHIBIT 23 EXHIBIT 23 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference on Form 8-K under the Securities Exchange Act of 1934 of Premier Financial Bancorp, Inc. of our report dated March 29, 1996 and contained in Amendment No. 3 to Registration Statement No. 333-1702 of Premier Financial Bancorp, Inc. on Form S-1 under the Securities Act of 1933 insofar as such report relates to the consolidated financial statements of Farmers Deposit Bancorp and Subsidiary as of June 30, 1995 and 1994, and for each of the years in the three-year period ended June 30, 1995, 1994 and 1993. Strothman & Company PSC Louisville, Kentucky July 10, 1996 EX-99.2 3 EXHIBIT 99.2 EXHIBIT 99.2 PRO FORMA CONDENSED COMBINED FINANCIAL DATA The following tables set forth certain pro forma condensed combined financial data for the Company as of and for the three months ended March 31, 1996 and year ended December 31, 1995, giving effect to the net proceeds from a public offering involving the sale of 2,300,000 Common Shares completed in June 1996, at an offering price of $13.00 per share, the acquisition of Citizens Bank, Sharpsburg, Kentucky (Sharpsburg) on October 31, 1995 and the acquisition of Farmers Deposit Bancorp and Subsidiary, Eminence, Kentucky (Eminence) effective July 1, 1996. The acquisition of Sharpsburg and Eminence are accounted for under the purchase method of accounting as if they had occurred as of January 1, 1995, after giving effect to the pro forma adjustments described in the Notes to the Pro Forma Condensed Combined Financial Statements. This information should be read in conjunction with the historical consolidated financial statements of the Company and Eminence, including the respective notes thereto. The pro forma financial data are not necessarily indicative of the results that actually would have occurred had the acquisitions been consummated on the dates indicated or that may be obtained in the future. The pro forma information presented has been retroactively adjusted to reflect all prior stock splits effected in the form of share dividends, including the 2-for-1 stock split effected in the form of a share dividend on March 29, 1996. PROFORMA CONDENSED COMBINED BALANCE SHEET MARCH 31, 1996 (IN THOUSANDS)
-------------------------- HISTORICAL OFFERING EMINENCE -------------------------- PROFORMA PROFORMA PROFORMA COMPANY(6) EMINENCE(4) ADJUSTMENTS ADJUSTMENTS COMBINED ASSETS Cash and due from banks $ 5,259 $ 1,633 $ 27,207(1) $ (12,549)(3) $ 14,500 (5,000)(2) (2,050)(4) Federal funds sold 4,670 1,325 5,995 Investment securities: Available for sale 19,957 5,656 25,613 Held to maturity 8,568 12,501 300(3) 21,369 Loans $ 115,860 $ 82,085 $ 197,945 Less: unearned income (833) (1,350) (2,183) Less: allowance for loan losses (1,790) (809) (2,599) ----------- ----------- ----------- Net loans $ 113,237 $ 79,926 $ 193,163 Premises and equipment 2,114 917 200(3) 3,231 Goodwill 244 0 4,969(3) 5,213 Other assets 4,088 2,604 6,692 ----------- ----------- ----------- TOTAL ASSETS $ 158,137 $ 104,562 $ 22,207 $ (9,130) $ 275,776 LIABILITIES Deposits: Non-interest bearing $ 14,797 $ 5,943 $ $ $ 20,740 Interest bearing 124,067 79,876 203,943 ----------- ----------- ----------- Total deposits $ 138,864 $ 85,819 $ $ $ 224,683 Repurchase agreements 644 5,000 5,644 Advances from FHLB 755 3,923 4,678 Other liabilities 1,509 520 170(3) 2,199 Debt 5,000 2,050 (5,000)(2) (2,050)(4) 0 ----------- ----------- --------- --------- ----------- Total liabilities $ 146,772 $ 97,312 $ (5,000) $ (1,880) $ 237,204 STOCKHOLDERS' EQUITY Common stock $ 955 $ 469 $ 23(1) $ (469)(3) $ 978 Surplus 5,897 2,000 27,184(1) (2,000)(3) 33,081 Retained earnings 4,753 4,717 (4,717)(3) 4,753 Net unrealized gain (loss) (240) 64 (64)(3) (240) ----------- ----------- --------- ----------- Total stockholders' equity $ 11,365 $ 7,250 $ 27,207 $ (7,250) $ 38,572 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 158,137 $ 104,562 $ 22,207 $ (9,130) $ 275,776
2 Notes - ----- (1) To record net proceeds received from the sale of $2,300,000 Common shares at the offering price of $13.00 per share. (2) To record the discharge of debt of the Company. (3) To record the purchase of Eminence and related goodwill. The cost of this transaction has been allocated to identifiable assets acquired and liabilities assumed based upon their fair values as estimated during the Company's acquisition review of Eminence. The excess of the purchase price of $12,549,000 over the unadjusted net assets acquired of $7,250,000 has been allocated as follows: Purchase price $ 12,549,000 Less: unadjusted net assets acquired (7,250,000) ------------- Excess $ 5,299,000 Less: Market value adjustment to investment securities (300,000) Less: Market value adjustment to Bank premises (200,000) Add: Deferred taxes on market value adjustments 170,000 ------------- Purchase price in excess of adjusted net assets acquired (Goodwill) $ 4,969,000 (4) To record the discharge of debt of Eminence. (5) Eminence's most recent audited financial statements are as of and for the year ended June 30, 1995. Amounts for Eminence included above have been updated to reflect the results of operations through March 31, 1996. The balance sheet as of March 31, 1996 has not been audited by independent public accountants; however, in the opinion of management such information reflects all adjustments necessary for a fair presentation. All such adjustments are of a normal and recurring nature. (6) Amounts for the Company are derived from the Company's quarterly report on Form 10-Q as of and for the three months ended March 31, 1996. The balance sheet as of March 31, 1996 has not been audited by independent public accountants; however, in the opinion of management such information reflects all adjustments necessary for a fair presentation. All such adjustments are of a normal and recurring nature. 3 PROFORMA CONDENSED COMBINED STATEMENT OF INCOME YEAR ENDED DECEMBER 31, 1995 (IN THOUSANDS)
HISTORICAL ------------------------------------------ PROFORMA PROFORMA COMPANY(1) EMINENCE(2) SHARPSBURG(3) ADJUSTMENTS COMBINED INTEREST INCOME: Interest and fees on loans $ 9,488 $ 6,944 $ 1,143 $ $ 17,575 Interest on investment securities - Taxable 904 658 212 (9)(6) 1,765 Tax-exempt 397 373 19 (46)(6) 743 Interest on federal funds sold and other interest income 314 180 15 509 -------- -------- -------- -------- --------- Total interest income $ 11,103 $ 8,155 $ 1,389 $ (55) $ 20,592 INTEREST EXPENSE: Interest on deposits $ 4,773 $ 4,000 $ 659 $ 9,432 Interest on other borrowings 307 668 6 (454)(8) 527 -------- -------- -------- -------- --------- Total interest expense $ 5,080 $ 4,668 $ 665 $ (454) $ 9,959 Net interest income $ 6,023 $ 3,487 $ 724 $ 399 $ 10,633 Provision for loan losses 86 491 237 814 -------- -------- -------- -------- --------- Net interest income after provision for loan losses $ 5,937 $ 2,996 $ 487 $ 399 $ 9,819 NON-INTEREST INCOME: Service charges and fees $ 530 $ 207 $ 82 $ $ 819 Insurance commissions 156 110 3 269 Other income 147 190 6 343 Security gains (losses) (8) 4 0 (4) -------- -------- -------- -------- --------- Total non-interest income $ 825 $ 511 $ 91 $ $ 1,427 NON-INTEREST EXPENSES: Salaries and benefits $ 2,309 $ 1,171 $ 238 $ $ 3,718 Occupancy and equip. expenses 633 341 30 7 1,011 FDIC insurance 124 147 37 308 Acquisition expense 110 0 0 110 Other expenses 1,316 514 275 331(4) 2,450 14(5) -------- -------- -------- -------- --------- Total non-interest expenses $ 4,492 $ 2,173 $ 580 $ 352 $ 7,597 Income before income taxes $ 2,270 $ 1,334 $ (2) $ 47 $ 3,649 4 Applicable income taxes 113 312 0 154(8) 559 (18)(6) (2)(7) -------- -------- -------- -------- --------- NET INCOME $ 2,157 $ 1,022 $ (2) $ (87) $ 3,090 Earnings per common share: Primary $ 1.13 $ 0.74(9)(10) Fully diluted $ 1.13 $ 0.74(9)(10) Weighted average number of shares outstanding (in thousands): Primary 1,903 4,203(9) Fully diluted 1,903 4,203(9)
5 Notes - ----- (1) Amounts for the Company are derived from the audited financial statements for the Company as of and for the year ended December 31, 1995. (2) Eminence's most recent audited financial statements are as of and for the year ended June 30, 1995. Amounts for Eminence included above have been updated to reflect the results of operations for the period January 1, 1995 through December 31, 1995. The balance sheet and statement of income as of and for the six months ended December 31, 1995 have 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. (3) Amounts for the Sharpsburg Bank are derived from audited financial statements as of and for the ten months ended October 31, 1995. Amounts for the period November 1, 1995 through December 31, 1995 are included in amounts shown for the Company. (4) To record amortization of goodwill (including any core deposit intangible, which has not been separately identified and valued) relating to the purchase of Eminence over an accelerated period of 15 years. (5) To record amortization of goodwill (including any core deposit intangible, which has not been separately identified and valued) relating to the purchase of the Sharpsburg Bank over an accelerated period of 15 years. (6) To record amortization of premiums on investment securities and related tax effect relating to the purchase of Eminence over a 7 year period using the constant yield method. (7) To record depreciation expense on a step-up of bank premises and related tax effect relating to the purchase of Eminence over a 30 year period using the straight line method. (8) To eliminate actual interest expense and related tax benefit incurred on average debt outstanding during 1995 of $4,950,000. Total debt outstanding at December 31, 1995 of $7,050,000 will be discharged with the proceeds from the sale of Common Shares. (9) Reflects the effect of the sale of 2,300,000 Common Shares. (10) Does not reflect the additional net income of approximately $0.09 per common share from the investment of excess funds from the sale of common stock of $7,608,000 and additional funds of $2,100,000 that would have been available during 1995 due to the difference between the average debt outstanding during 1995 of $4,950,000 and the amount of debt assumed discharged at December 31, 1995 of $7,050,000 at an interest rate of 5.75% (which is an interest rate less than the 6.8% rate actually achieved by the Company on its investment portfolio in 1995). 6 PROFORMA CONDENSED COMBINED STATEMENT OF INCOME THREE MONTHS ENDED MARCH 31, 1996 (IN THOUSANDS)
HISTORICAL ------------------------- PROFORMA PROFORMA COMPANY(1) EMINENCE(2) ADJUSTMENTS COMBINED INTEREST INCOME: Interest and fees on loans $ 2,949 $ 1,822 $ 4,771 Interest on investment securities - Taxable 313 159 (2)(4) 470 Tax-exempt 83 103 (12)(4) 174 Interest on federal funds sold and other interest income 129 64 193 ---------- ---------- ----------- Total interest income $ 3,474 $ 2,148 $ (14) $ 5,608 INTEREST EXPENSE: Interest on deposits $ 1,528 $ 1,088 $ $ 2,616 Interest on other borrowings 125 159 (148)(6) 136 ---------- ---------- ---------- ----------- Total interest expense $ 1,653 $ 1,247 $ (148) $ 2,752 Net interest income $ 1,821 $ 901 $ 134 $ 2,856 Provision for loan losses 73 169 242 ---------- ---------- ----------- ----------- Net interest income after provision $ 1,748 $ 732 $ 134 $ 2,614 for loan losses NON-INTEREST INCOME: Service charges and fees $ 147 $ 54 $ $ 201 Insurance commissions 44 10 54 Other income 128 70 198 Security gains (losses) 0 2 2 ---------- ---------- ----------- Total non-interest income $ 319 $ 136 $ $ 455 NON-INTEREST EXPENSES: Salaries and benefits $ 817 $ 287 $ $ 1,104 Occupancy and equip. expenses 128 89 2(5) 219 FDIC insurance 13 1 14 Other expenses 439 162 83(3) 684 ---------- ---------- ----------- ----------- Total non-interest expenses $ 1,397 $ 539 $ 85 $ 2,021 Income before income taxes $ 670 $ 329 $ 49 $ 1,048
7
Applicable income taxes 172 66 50(6) 282 (5)(4) (1)(5) --- NET INCOME $ 498 $ 263 $ 5 $ 766 Earnings per common share: Primary $ 0.26 $ 0.18(7)(8) Fully diluted $ 0.26 $ 0.18(7)(8) Weighted average number of shares outstanding (in thousands): Primary 1,909 4,209(7) Fully diluted 1,909 4,209(7)
8 Notes - ----- (1) Amounts for the Company are derived from the Company's quarterly report on Form 10-Q as of and for the three months ended March 31, 1996. The income statement for the three months ended March 31, 1996 has not been audited by independent public accountants; however, in the opinion of management such information reflects all adjustments necessary for a fair presentation. All such adjustments are of a normal and recurring nature. (2) Eminence's most recent audited financial statements are as of and for the year ended June 30, 1995. Amounts for Eminence included above have been updated to reflect the results of operations for the period January 1, 1996 through March 31, 1996. The balance sheet and statement of income as of and for the three months ended March 31, 1995 have 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. (3) To record amortization of goodwill (including any core deposit intangible, which has not been separately identified and valued) relating to the purchase of Eminence over an accelerated period of 15 years. (4) To record amortization of premiums on investment securities and related tax effect relating to the purchase of Eminence over a 7 year period using the constant yield method. (5) To record depreciation expense on a step-up of bank premises and related tax effect relating to the purchase of Eminence over a 30 year period using the straight line method. (6) To eliminate actual interest expense and related tax benefit incurred on average debt outstanding during the three months ended March 31, 1996 of $7,050,000. Total debt outstanding at March 31, 1996 of $7,050,000 will be discharged with the proceeds from the sale of Common Shares. (7) Reflects the effect of the sale of 2,300,000 Common Shares. (10) Does not reflect the additional net income of approximately $0.02 per common share from the investment of excess funds from the sale of common stock of $7,608,000 that would have been available during the three months ended March 31, 1996. 9 -----END PRIVACY-ENHANCED MESSAGE-----