-----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, KDmZ3pZu3RfOVOJZ5/HxNALIXK2EL+Pgh6Vc+cuXyJ5H3+SKr8p+lbTpE9u/pPMA 23c+/3O8Kncr02TL/qCsAw== 0001047469-98-031684.txt : 19980817 0001047469-98-031684.hdr.sgml : 19980817 ACCESSION NUMBER: 0001047469-98-031684 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980630 FILED AS OF DATE: 19980814 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: SEC FILE NUMBER: 000-20908 FILM NUMBER: 98690566 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 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1998 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ___________ Commission file number 0-20908 PREMIER FINANCIAL BANCORP, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) KENTUCKY 61-1206757 - ------------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 120 N. HAMILTON STREET GEORGETOWN, KENTUCKY 40324 - ---------------------------------------- ---------- (address of principal executive officer) (Zip Code) Registrant's telephone number (502) 863-7500 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to filing requirements for the past 90 days. Yes X No ----- ----- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practical date. Common stock - 4,983,230 shares outstanding at August 12, 1998 PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS The accompanying information has not been audited by independent public accountants; however, in the opinion of management such information reflects all adjustments necessary for a fair presentation of the results for the interim period. All such adjustments are of a normal and recurring nature. The accompanying financial statements are presented in accordance with the requirements of Form 10-Q and consequently do not include all of the disclosures normally required by generally accepted accounting principles or those normally made in the registrant's annual Form 10-K filing. Accordingly, the reader of the Form 10-Q may wish to refer to the registrant's Form 10-K for the year ended December 31, 1997 for further information in this regard. Index to consolidated financial statements:
Consolidated Balance Sheets. . . . . . . . . . . 3 Consolidated Statements of Income. . . . . . . . 4 Consolidated Statements of Cash Flows. . . . . . 5 Notes to Consolidated Financial Statements . . . 6
PREMIER FINANCIAL BANCORP, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (IN THOUSANDS)
- ---------------------------------------------------------------------------------- June 30 December 31 1998 1997 ---------- ----------- ASSETS Cash and due from banks $ 15,191 $ 11,610 Federal funds sold 22,031 40,771 Investment securities Available for sale 209,794 45,926 Held to maturity 20,069 20,362 Loans 341,866 285,798 Less: Unearned interest (2,596) (2,409) Allowance for loan losses (4,208) (3,144) --------- --------- Net loans 335,062 280,245 FHLB and Federal Reserve stock 3,225 2,923 Premises and equipment, net 10,545 6,895 Goodwill and other intangibles 21,740 7,262 Other assets 10,911 9,442 --------- --------- TOTAL ASSETS $ 648,568 $ 425,436 --------- --------- --------- --------- LIABILITIES AND STOCKHOLDERS' EQUITY Deposits Non-interest bearing $ 59,153 $ 37,702 Time deposits, $100,000 and over 58,975 47,105 Other interest bearing 396,081 239,747 --------- --------- Total deposits 514,209 324,554 Agreements to repurchase securities 8,090 5,634 Federal Home Loan Bank advances 31,636 15,263 Other borrowings 8,000 - Other liabilities 4,329 3,438 --------- --------- Total liabilities 566,264 348,889 Guaranteed preferred beneficial interests in Company's debentures 28,750 28,750 Stockholders' equity Preferred stock, no par value; 1,000,000 shares authorized; none issued or outstanding - - Common stock, no par value; 10,000,000 shares authorized; 4,983,230 shares at June 30, 1998 and 4,685,390 shares at December 31, 1997, issued and outstanding 985 982 Surplus 38,747 33,825 Retained earnings 13,859 13,055 Accumulated other comprehensive income (37) (65) --------- --------- Total stockholders' equity 53,554 47,797 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 648,568 $ 425,436 --------- --------- --------- --------- - ----------------------------------------------------------------------------------
See accompanying notes to the consolidated financial statements. 3. PREMIER FINANCIAL BANCORP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (IN THOUSANDS) (UNAUDITED)
- ----------------------------------------------------------------------------------------------- Three Months Ended June 30 Six Months Ended June 30 1998 1997 1998 1997 -------- -------- --------- --------- INTEREST INCOME Loans, including fees $ 8,081 $ 6,435 $ 15,914 $ 12,461 Investment securities Taxable 1,749 1,080 2,831 1,568 Tax-exempt 297 299 576 573 Federal funds sold and other 478 150 1,119 344 -------- -------- --------- --------- Total interest income 10,605 7,964 20,440 14,946 INTEREST EXPENSE Deposits 4,319 3,088 8,508 6,012 Debt and other borrowings 1,568 810 2,658 1,015 -------- -------- --------- --------- Total interest expense 5,887 3,898 11,166 7,027 Net interest income 4,718 4,066 9,274 7,919 Provision for possible loan losses 720 286 996 480 -------- -------- --------- --------- Net interest income after provision for possible loan losses 3,998 3,780 8,278 7,439 NON-INTEREST INCOME Service charges 324 288 636 563 Insurance commissions 98 115 200 235 Investment securities gains (losses) 471 8 473 8 Other 1,401 234 1,475 448 -------- -------- --------- --------- 2,294 645 2,784 1,254 NON-INTEREST EXPENSES Salaries and employee benefits 1,900 1,340 3,438 2,725 Occupancy and equipment expenses 461 366 964 689 Other expenses 1,494 871 2,617 1,696 -------- -------- --------- --------- 3,855 2,577 7,019 5,110 Income before income taxes 2,437 1,848 4,043 3,583 Provision for income taxes 795 545 1,020 1,050 -------- -------- --------- --------- NET INCOME $ 1,642 $ 1,303 $ 3,023 $ 2,533 -------- -------- --------- --------- -------- -------- --------- --------- Other comprehensive income (loss) net of tax: Change in unrealized losses on securities $ 764 $ 84 $ 501 $ (19) Reclassification of realized amount (471) (8) (473) (8) -------- -------- --------- --------- Net unrealized gain (loss) recognized in comprehensive income 293 76 28 (27) -------- -------- --------- --------- COMPREHENSIVE INCOME $ 1,935 $ 1,379 $ 3,051 $ 2,506 -------- -------- --------- --------- -------- -------- --------- --------- Earnings per share $ .33 $ .28 $ .61 $ .54 Earnings per share assuming dilution $ .32 $ .28 $ .60 $ .54 Weighted average shares outstanding 4,983 4,685 4,983 4,685 - -----------------------------------------------------------------------------------------------
See accompanying notes to the consolidated financial statements. 4. PREMIER FINANCIAL BANCORP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS) (UNAUDITED)
- --------------------------------------------------------------------------------- Six Months Ended June 30 June 30 1998 1997 -------- -------- CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 3,023 $ 2,533 Adjustments to reconcile net income to net cash from operating activities Depreciation and amortization 682 378 Provision for loan losses 996 480 Investment securities losses (gains), net (473) (8) Federal Home Loan Bank stock dividends (95) (55) Changes in Other assets (1,040) (3,045) Other liabilities 597 858 -------- -------- Net cash from operating activities 3,690 1,141 CASH FLOWS FROM INVESTING ACTIVITIES Purchases of investment securities available for sale (264,737) (150,972) Proceeds from sales of investment securities available for sale 90,903 453 Proceeds from maturities of investment securities available for sale 17,578 3,607 Purchases of investment securities held to maturity (3,267) (3,040) Proceeds from maturities of investment securities held to maturity 3,542 2,208 Purchase of FHLB and Federal Reserve stock (95) (654) Net change in federal funds sold 19,215 4,646 Net change in loans (18,170) (18,329) Purchases of bank premises and equipment (1,069) (1,012) Cash acquired in branch acquisitions 124,961 - Cash acquired through pooling (Note 2) 1,490 - -------- -------- Net cash used in investing activities (29,649) (163,093) CASH FLOWS FROM FINANCING ACTIVITIES Net change in deposits 5,152 16,081 Net change in agreements to repurchase securities 1,511 114,744 Advances from Federal Home Loan Bank, net 16,373 6,073 Proceeds from other borrowings 8,000 - Proceeds from issuance of Capital Trust preferred certificates - 28,750 Dividends paid (1,496) (1,136) -------- -------- Net cash from financing activities 29,540 164,512 Net change in cash and cash equivalents 3,581 2,560 Cash and cash equivalents at beginning of period 11,610 9,304 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 15,191 $ 11,864 -------- -------- -------- -------- - ---------------------------------------------------------------------------------
See accompanying notes to the consolidated financial statements. 5. PREMIER FINANCIAL BANCORP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANICAL STATEMENTS - ------------------------------------------------------------------------------- NOTE 1 - BASIS OF PRESENTATION The consolidated financial statements include the accounts of Premier Financial Bancorp, Inc. (the Company) and its wholly-owned subsidiaries, Georgetown Bancorp, Inc., Georgetown, Kentucky; Citizens Deposit Bank & Trust, Vanceburg, Kentucky; Bank of Germantown, Germantown, Kentucky; Citizens Bank, Sharpsburg, Kentucky; Farmers Deposit Bancorp, Eminence, Kentucky; The Sabina Bank, Sabina, Ohio; Ohio River Bank, Ironton, Ohio; The Bank of Philippi, Inc., Philippi, West Virginia; and Boone County Bank, Inc., Madison, West Virginia. In addition, the Company has a data processing service subsidiary, Premier Data Services, Inc., Vanceburg, Kentucky and PFBI Capital Trust subsidiary discussed in Note 6. All material intercompany transactions and balances have been eliminated. NOTE 2 - BUSINESS COMBINATIONS On June 26, 1998, the Company completed its acquisition of three branch offices of Banc One Corporation located in Madison, Philippi and Van, West Virginia. Included in the purchase were approximately $150 million in deposits, $9 million in loans and $1.5 million in facilities. The net premium paid for these branches was approximately $14.5 million. On March 20, 1998, the Company acquired Ohio River Bank (Ohio River) whereby the Company exchanged 297,840 shares of its common stock for all the issued and outstanding shares of Ohio River in a business combination accounted for as a pooling of interests. The financial statement presentation prior to January 1, 1998 has not been restated for this merger as the impact on those statements is not material. As of and for the year ended December 31, 1997, Ohio River reported net income of $176,000 and total assets of $39.5 million. - ------------------------------------------------------------------------------- (Continued) 6. PREMIER FINANCIAL BANCORP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANICAL STATEMENTS - ------------------------------------------------------------------------------- NOTE 3 - INVESTMENT SECURITIES Amortized cost and fair value of investment securities, by category, at June 30, 1998 are summarized as follows:
Amortized Unrealized Unrealized Fair Cost Gains Losses Value ---------- ----------- ---------- ---------- Available for sale U.S. Treasury securities $ 15,878 $ 19 $ (9) $ 15,888 U.S. agency securities 179,678 14 (89) 179,603 Obligations of states and political subdivisions 3,344 118 (1) 3,461 Asset-backed securities 8,033 - (4) 8,029 Preferred stock 2,000 - - 2,000 Other equity securities 914 - (101) 813 --------- ----- -------- --------- Total available for sale $ 209,847 $ 151 $ (204) $ 209,794 --------- ----- -------- --------- --------- ----- -------- --------- Held to maturity U.S. Treasury securities $ 1,250 $ 7 $ - $ 1,257 U.S. agency securities 2,838 14 (1) 2,851 Obligations of states and political subdivisions 15,911 457 (22) 16,346 Asset-backed securities 70 - - 70 --------- ----- -------- --------- Total held to maturity $ 20,069 $ 478 $ (23) $ 20,524 --------- ----- -------- --------- --------- ----- -------- --------- Amortized cost and fair value of investment securities, by category, at December 31, 1997 are summarized as follows: Amortized Unrealized Unrealized Fair Cost Gains Losses Value ---------- ----------- ---------- ---------- Available for sale U.S. Treasury securities $ 10,071 $ 2 $ (11) $ 10,062 U.S. agency securities 25,966 29 (90) 25,905 Obligations of states and political subdivisions 3,458 110 (4) 3,564 Asset-backed securities 3,630 - (30) 3,600 Preferred stock 2,000 - - 2,000 Other equity securities 900 - (105) 795 --------- ----- -------- --------- Total available for sale $ 46,025 $ 141 $ (240) $ 45,926 --------- ----- -------- --------- --------- ----- -------- --------- Held to maturity U.S. Treasury securities $ 1,250 $ 6 $ (1) $ 1,255 U.S. agency securities 4,338 15 (5) 4,348 Obligations of states and political subdivisions 14,625 500 (15) 15,110 Asset-backed securities 149 1 (1) 149 --------- ----- -------- --------- Total held to maturity $ 20,362 $ 522 $ (22) $ 20,862 --------- ----- -------- --------- --------- ----- -------- ---------
- ------------------------------------------------------------------------------- (Continued) 7. PREMIER FINANCIAL BANCORP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANICAL STATEMENTS - ------------------------------------------------------------------------------- NOTE 4 - LOANS Major classifications of loans at June 30, 1998 and December 31, 1997 are summarized as follows:
1998 1997 --------- --------- (In Thousands) Commercial, secured by real estate $ 74,695 $ 66,893 Commercial, other 59,505 45,024 Real estate construction 10,846 7,857 Real estate mortgage 110,898 93,789 Agricultural 14,364 13,208 Consumer 70,414 58,523 Other 1,144 504 --------- --------- $ 341,866 $ 285,798 --------- --------- --------- ---------
NOTE 5 - ALLOWANCE FOR LOAN LOSSES Changes in the allowance for loan losses are as follows:
Three Months Ended Six Months Ended June 30 June 30 June 30 June 30 1998 1997 1998 1997 -------- --------- -------- -------- Balance, beginning of period $ 3,600 $ 2,991 $ 3,144 $ 2,854 Acquired 115 - 450 - Net charge-offs (227) (360) (382) (417) Provision for loan losses 720 286 996 480 -------- -------- -------- -------- Balance, end of period $ 4,208 $ 2,917 $ 4,208 $ 2,917
NOTE 6 - CAPITAL SECURITIES OF SUBSIDIARY TRUST Guaranteed preferred beneficial interests in the Company's subordinated debentures (Preferred Securities) represent preferred beneficial interests in the assets of PFBI Capital Trust (Trust), a wholly-owned subsidiary of the Company. The Trust's sole assets are 9.75% junior subordinated debentures due June 30, 2027 issued by the Company on June 9, 1997. Distributions on the Preferred Securities will be payable at an annual rate of 9.75% of the stated liquidation amount of $25 per Preferred Security, payable quarterly. Cash distributions on the Preferred Securities are made to the extent interest on the debentures is received by the Trust. In the event of certain changes or amendments to regulatory requirements or federal tax rules, the Preferred Securities are redeemable in whole. Otherwise, the Preferred Securities are generally redeemable in whole or in part on or after June 30, 2002 at 100% of the liquidation amount. The Trust's obligations under the Preferred Securities are fully and unconditionally guaranteed by the Company. - ------------------------------------------------------------------------------- (Continued) 8. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS A. Financial Condition and Results of Operations Net income for the six months ended June 30, 1998 of $3,023,000 or $.61 per share was 19% higher than the $2,533,000 or $.54 per share recorded for the same period in 1997. The increase is primarily due to the second quarter recognition of a $1.3 million finder's fee included in other income relative to certain branch dispositions. Also contributing to the increase was a $1.4 million increase in net interest income. Offsetting these increases was a $516,000 increase in the provision for loan losses and a $1.9 million increase in non-interest expenses. Earning assets increased $201 million to $594 million at June 30, 1998 over December 31, 1997. The increase is the result of acquiring Ohio River Bank and three West Virginia branch offices from Banc One Corporation which combined provided an additional $180 million in earning assets. For the three months ended June 30, 1998, net income totaled $1,642,000 or $.33 per share compared to $1,303,000 or $.28 per share for the same period in 1997. Net interest income increased $1,355,000 to $9,274,000 for the six months ended June 30, 1998 compared to $7,919,000 for the same period in 1997 and increased $652,000 to $4,718,000 for the three months ended June 30, 1998 compared to the $4,066,000 reported in the three months ended June 30, 1997. The net interest margin on a tax-equivalent basis for the six months ended June 30, 1998 was 4.04% compared to 4.97% for the first six months of 1997 and 4.32% for all of 1997. The returns on average shareholders' equity and return on average assets were 11.4% and 1.22%, respectively, for the six months ended June 30, 1998, compared to 11.2% and 1.23%, respectively for the same period in 1997. Non-interest income increased $1,530,000 to $2,784,000 for the first six months of 1998 compared to $1,254,000 for the first six months of 1997. Non- interest income increased $1,649,000 to $2,294,000 for the three months ended June 30, 1998 compared to $645,000 for the same period in 1997. The increase is primarily the attributable to a $1.3 million finder's fee recognized during the second quarter included in other income. Received in cash during the second quarter, the fee is the Company's portion of an agreement to assist another financial institution in connection with the acquisition of several offices of Banc One Corporation located in West Virginia. Non-interest expenses were $7,019,000 or 2.77% of average assets on an annualized basis during the first six months of 1998 compared to $5,110,000 or 2.47% of average assets during the same period of 1997. Non-interest expenses increased $1,278,000 during the three months ended June 30, 1998 to $3,855,000 compared to $2,577,000 for the three months ended June 30, 1997. The increases in non-interest expenses are attributable to the acquisition of Ohio River Bank and the general expansion of the Company's business. Income tax expense was $1,020,000 for the first half of 1998 as compared to $1,050,000 for the first half of 1997. Income tax expense for 1998 was lower than 1997 even though income before taxes increased as a result of the reversal of a $234,000 valuation allowance for deferred tax assets of an acquired subsidiary bank. The valuation was recorded by the bank prior to its acquisition and was reversed by the Company during the first quarter because the valuation allowance was no longer considered necessary. 9. The following table sets forth information with respect to the Company's non-performing assets at June 30, 1998 and December 31, 1997.
1998 1997 ---------- ---------- (In Thousands) Non-accrual loans $ 790 $ 562 Accruing loans which are contractually past due 90 days or more 967 490 Restructured 300 356 ------ ------ Total non-performing loans 2,057 1,408 Other real estate acquired through Foreclosure 997 836 ------ ------ Total non-performing assets $3,054 $2,244 Non-performing loans as a percentage of total net loans .61% .50% Non-performing assets as a percentage of total assets .47% .53%
The provision for possible loan losses increased from $286,000 for the three months ended June 30, 1997 to $720,000 for the three months ended June 30, 1998 and from $480,000 to $996,000 for the first six months of 1997 compared to 1998. These increases for possible loan losses are in line with the increase in loans outstanding from $260.5 million at June 30, 1997 to $341.9 million at June 30, 1998. In part, the increase is also attributable to additional general reserves for possible loan losses which may arise as a result of the Year 2000 issue. The allowance for loan losses at June 30, 1998 of $4,208,000 represented 1.23% of total loans outstanding. B. Liquidity Liquidity for a financial institution can be expressed in terms of maintaining sufficient cash flows to meet both existing and unplanned obligations in a cost effective manner. Adequate liquidity allows the Company to meet the demands of both the borrower and the depositor on a timely basis, as well as pursuing other business opportunities as they arise. Thus, liquidity management embodies both an asset and liability aspect. In order to provide for funds on a current and long-term basis, the Company primarily relies on the following sources: 1. Core deposits consisting of both consumer and commercial deposits and certificates of deposit of $100,000 or more. 2. Cash flow generated by repayment of loans and interest. 3. Arrangements with correspondent banks for purchase of unsecured federal funds. 10. 4. The sale of securities under repurchase agreements and borrowing from the Federal Home Loan Bank. 5. Maintenance of an adequate available-for-sale security portfolio. The cash flow statements for the periods presented in the financial statements provide an indication of the Company's sources and uses of cash as well as an indication of the ability of the Company to maintain an adequate level of liquidity. C. Capital In June 1997, the Corporation issued $28.8 million of 9.75% Mandatorily Redeemable Capital Securities of Subsidiary Trust. These securities will qualify as Tier I capital up to an amount not to exceed 25% of Tier I capital and the portion that exceeds the 25% limitation will qualify as Tier 2 or supplementary capital of the Corporation. The issuance of these securities and resultant increase in capital will allow the Corporation to target larger financial institutions as potential acquisitions. At June 30, 1998, total shareholders' equity of $53.6 million equaled 8.26% of total consolidated assets. Tier I capital totaled $49.5 million at June 30, 1998, which represents a Tier I leverage ratio of 9.40%. The Company declared a first quarter dividend of $.15 per share, or $747,809, payable March 31, 1998 to shareholders of record as of March 20, 1998 and a second quarter dividend of $.15 per share, or $747,809 payable June 30, 1998 to shareholders of record as of June 22, 1998. D. Year 2000 Management has assessed the operational and financial implications of its Year 2000 needs and developed a plan to ensure that data processing systems can properly handle the change. Management has determined that if a business interruption as a result of the Year 2000 issue occurred, such an interruption could be material. The primary effort required to prevent a potential business interruption is the installation of the most current software release from the Company's third party provider and replacement of certain system hardware. The third party software provider has warranted that Year 2000 remediation and testing efforts to become compliant have been successfully completed. Non- compliant hardware has already been replaced through routine hardware upgrades. Management intends to locally install and test the current software release before the end of 1998 which will complete the Year 2000 plan for mission critical systems. Should mission critical system readiness not be achieved by March 31, 1999, the Company intends to seek alternative solutions from other vendors. Non-mission critical systems, including systems other than data processing with embedded technology, will continue to be evaluated and if necessary, will be upgraded or replaced. Management projects that the cost of Year 2000 readiness will be in a range of $40,000 to $100,000, the majority of which will be expensed as incurred. Year 2000 expenses are subject to change and could vary from current estimates if the final requirements for Year 2000 readiness exceed management's expectations. 11. PART II - OTHER INFORMATION Item 1. Legal Proceedings None Item 2. Changes in Securities None Item 3. Defaults Upon Senior Securities None Item 4. Submission of Matters to a vote of Security Holders (a) Annual meeting of the shareholders was held on June 11, 1998. (b) The following were elected as directors of the Corporation for a term of one year: (1) J. Howell Kelly (2) Marshall T. Reynolds (3) Gardner E. Daniel (4) Toney Adkins (5) Benjamin T. Pugh (6) Wilbur M. Jenkins (7) E.V. Holder, Jr. (c) Ratification of Crowe, Chizek and Company LLP as independent auditors of the Corporation for 1998. Votes for 3,807,710; votes against 6,947; votes abstaining 1,168,573. (d) None Item 5. Other Information None Item 6. Exhibits and Reports on Form 8-K (a) Exhibits
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. 12. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Corporation has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. PREMIER FINANCIAL BANCORP, INC. Date: August 14, 1998 /s/ Marshall T. Reynolds ------------------------------------- Marshall T. Reynolds Chairman of the Board Date: August 14, 1998 /s/ J. Howell Kelly ------------------------------------- J. Howell Kelly President & Chief Executive Officer 13. EX-27 2 EXHIBIT 27 - FDS
9 1,000 6-MOS DEC-31-1998 JAN-01-1998 JUN-30-1998 15,191 0 22,031 0 209,794 20,069 20,524 339,270 4,208 648,568 514,209 8,090 4,329 68,386 0 0 985 52,569 648,568 15,914 3,407 1,119 20,440 8,508 11,166 9,274 996 473 7,019 4,043 3,023 0 0 3,023 .61 .60 4.04 790 967 0 0 3,144 497 115 4,208 4,208 0 0 Computed on a tax equivalent basis Includes allowance acquired through merger
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