FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 Quarterly Report Under Section 13 or 15 (d) of the Securities Exchange Act of 1934 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1994 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________________to____________________ For Quarter Ended Commission file number 0-15729 PREMIER BANKSHARES CORPORATION (Exact name of registrant as specified in its charter) VIRGINIA 54-1377250 State or other jurisdiction of (I. R. S. Employer) incorporation or organization Identification No.) 201 West Main Street P. O. Box 928, Tazewell, VA 24651 (Address of Principal Executive Offices) Registrant's telephone number including area code (703) 988-7145 988-7511 _______________________________________________________________ (Former name, former address and former fiscal year, if changed since last report). 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 such 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 September 30, 1994. Common stock, $2 par value - 4,405,127 shares. INDEX Page No. Part I. Financial Information: Item 1. Financial Statements Consolidated Balance Sheets - September 30, 1994 and December 31, 1993 3 Consolidated Statements of Income - Nine Months Ended September 30, 1994 and 1993 4 Consolidated Statements of Stockholders' Equity - Nine Months Ended September 30, 1994 and 1993 5 Consolidated Statements of Cash Flows Nine Months Ended September 30, 1994 and 1993 6 Notes to Consolidated Financial Statements 7-10 Supplemental Financial Data (Tables I - III) 11-13 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 14-15 Part II. Other Information: Item 1. Legal Proceedings 16 Item 2. Changes in Securities 16 Item 3. Defaults Upon Senior Securities 16 Item 4. Submission of Matters to a Vote of Security Holders 16 Item 5. Other Information 16 Item 6.Exhibits and Reports on Form 8K 16 ITEM 1. FINANCIAL INFORMATION: PREMIER BANKSHARES CORPORATION AND AFFILIATES CONSOLIDATED BALANCE SHEETS (In Thousands of Dollars) September 30 December 31, 1994 1993 ASSETS: Cash and Due From Banks 16101 12003 Interest-bearing Deposits in Banks 350 Securities Held to Maturity (Approximate Market Value $80,678 in 1994, $530 in 1993) 83018 530 Securities Available for Sale (Amortized Cost $145,985 1994) 138927 Securities Held for Sale (Approximate Market Value $201687 in 1993) 211045 Federal Funds Sold 7090 34665 Loans, Net of Unearned Income of $4,074 in in 1994, $5,462 in 1993 and Allowance for Loan Losses of $4,839 in 1994 and $4,558 in 1993 298460 278922 Bank Premises and Equipment 10154 9782 Accrued Income Receivable 4563 4061 Other Assets 6792 6611 TOTAL ASSETS 565105 557969 LIABILITIES: Deposits: Demand 53957 45898 Interest-bearing Demand 55386 49886 Savings 156782 162267 Large Denomination Certificates of Deposit 30527 36647 Other Time 197456 189457 TOTAL DEPOSITS 494108 484155 Short-term Debt 13748 15331 Other Liabilities 3024 4144 TOTAL LIABILITIES 510880 503630 SHAREHOLDERS' EQUITY: Capital Stock-Common-$2 Par 10,000,000 Authorized; 4,405,127 Shares Issued in 1994 and 1993 8810 8810 Surplus 21694 21693 Undivided Profits 28428 23943 Net Unrealized Loss on Securities (4707) (107) TOTAL STOCKHOLDERS' EQUITY 54225 54339 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY 565105 557969 <FN> Notes to financial statements are an integral part of these statements. </TABLE PREMIER BANKSHARES CORPORATION AND AFFILIATES CONSOLIDATED STATEMENTS OF INCOME (In Thousands of Dollars) Three Months Ended Nine Months Ended September 30, September 30, 1994 1993 1994 1993 INTEREST INCOME: Interest and Fees on Loans 6997 6627 20291 19509 Federal Funds Sold 69 260 439 649 Money Market Deposits 2 13 22 54 Interest on Investments Held to Maturity, Taxable 411 1101 Interest on Investments Held to Maturity, Non-taxable 811 2328 Interest on Securities Available for Sale, Taxable 2029 6173 Interest on Securities Available for Sale, Non-taxable 113 354 Interest on Investment Securities, Taxable 2078 6075 Interest on Investment Securities, Non-taxable 739 2182 Trading Account Income 1 16 Total Interest Income 10432 9718 30708 28485 INTEREST EXPENSE: Demand Deposits 377 365 1102 1057 Savings Deposits 1318 1357 4122 3655 Large Denomination Certificates of Deposit 349 381 1114 1162 Other Time Deposits 2121 2077 6209 6143 Short-term Debt 166 92 434 200 Long-term Debt 18 Total Interest Expense 4331 4272 12981 12235 Net Interest Income 6101 5446 17727 16250 ADDITION TO ALLOWANCE FOR LOAN AND LEASE LOSSES 393 105 588 435 Net Interest Income After Addition to Allowance for Loan and Lease Losses 5708 5341 17139 15815 OTHER INCOME: Service Charges on Deposit Accounts 459 443 1328 1209 Trust Department Income 110 43 186 182 Other Service Charges, Commissions and Fees 331 410 995 1042 Other Operating Income 49 77 184 278 Security Gains (15) 213 667 1189 Trading Account Security Gains (Losses) 9 Total Other Income 934 1186 3320 3909 OTHER EXPENSES: Salaries 1690 1599 4946 4624 Employee Benefits 532 364 1454 1160 Occupancy Expenses 195 185 583 585 Furniture and Equipment Expenses 221 182 648 533 Other Operating Expenses 1577 1444 4794 4339 Total Other Expense 4215 3774 12425 11241 Income Before Income Taxes 2427 2753 8034 8483 Applicable Income Taxes 541 739 1964 1837 Net Income 1886 2014 6070 6646 NET INCOME PER SHARE .43 .46 1.38 1.51 CASH DIVIDENDS PER SHARE .12 .11 .36 .33 <FN> The notes to financial statements are an integral part of these statements. PREMIER BANKSHARES CORPORATION AND AFFILIATES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (In Thousands of Dollars) Nine Months Ended September June 30, 1994 1993 Balance at Beginning of Year 54339 47998 Net Income 6070 6646 Cash Dividends Declared (1584) (1454) Change in Valuation Allowance for Securities (4600) 7 Other (6) Balance at End of Period 54225 53191 <FN> The notes to financial statements are an integral part of these statements. PREMIER BANKSHARES CORPORATION AND AFFILIATES CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands of Dollars) Nine Months Ended September 30, 1994 1993 CASH FLOWS FROM OPERATING ACTIVITIES: Net Income 6070 6646 Adjustments to Reconcile Net Income to Cash Provided by Operating Activities: Depreciation and Amortization of Premises and Equipment 537 489 Provision for Loan Losses 588 435 Amortization of: Goodwill and Intangibles 199 283 Premiums and Accretion of Discounts, Net (362) (165) Securities Gains (667) (1198) Increase in Other Assets (588) (1428) Increase in Other Liabilities (1120) 703 Net Cash Used In Operating Activities 4687 5765 CASH FLOWS FROM INVESTING ACTIVITIES: Net (Increase) Decrease in Temporary Investments 27925 (9445) Sale of Securities Available for Sale 11847 75759 Maturities of Securities Availiable For Sale 28141 Purchase of Securities Availiable for Sale (54688) Maturities of Securities Held to Maturity 17016 24570 Purchase of Securities Held to Maturity (16247) (126705) Net Increase in Customer Loans (20452) (17971) Premises and Equipment Expenditures (930) (748) Sales of Premises and Equipment 15 15 Net Cash Used in Investing Activities 7373 (54525) CASH FLOWS FROM FINANCING ACTIVITIES: Net Increase in Demand Deposits, Now and Savings Accounts 8074 45535 Net Decrease in Time Deposits 1879 5726 Payments on Long-term Debt (776) Net Increase (Decrease) in Short-term Debt (1583) 3586 Cash Dividends Paid (1586) (1454) Purchase of Capital Stock Net Cash Provided by Financing Activities 6784 52617 Net Increase in Cash and Due from Banks 4098 3857 CASH AND DUE FROM BANKS: Beginning 12003 13507 Ending 16101 17364 Supplemental Disclosures of Cash Flow Information: Cash Payments for Interest Paid: To Depositors 12150 11393 On Federal Funds Purchased and Securities Sold Under Agreement to Repurchase 425 193 Income Taxes 1644 2497 <FN> The notes to financial statements are an integral part of these statements. PREMIER BANKSHARES CORPORATION AND AFFILIATES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. General The consolidated statements include the accounts of Premier and its affiliates. All significant intercompany balances and transactions have been eliminated. In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial positions as of September 30, 1994, and December 31, 1993, and the results of operations and cash flows for the nine months ended September 30, 1994 and 1993. The results of operations for the nine months ended September 30, 1994, are not necessarily indicative of the results to be expected for the full year. 2. Investment Securities Carrying amounts and fair values of securities being held to maturity are summarized as follows: September 30, 1994 Gross Gross Estimated Amortized Unrealized UnrealizedMarket Cost Gains Losses Value (In Thousands of Dollars) U.S. Government Agencies and Corporations 17933 1424 16509 Obligations of States and Political Subdivisions 64586 262 1159 63689 Other Debt Securities 499 19 4800 83018 262 2602 80678 December 31, 1993 Gross Gross Estimated Amortized Unrealized UnrealizedMarket Unrealized Unrealized Cost Gains Losses Value (In Thousands of Dollars) Other Debt Securities 530 530 2. Investment Securities (continued) Carrying amounts and fair value of securities available for sale are summarized as follows: September 30, 1994 Gross Gross Estimated Amoritized Unrealized Unrealized Market Cost Gains Losses Value (In Thousands of Dollars) U.S. Treasury Securities 12301 81 164 12218 U.S. Government Agencies and Corporations 26557 9 1054 25512 Obligations of States and Political Subdivisions 7756 15 26 7745 Corporate Securities 1096 46 1050 Morgage-backed Securities 91744 3 5579 86168 Marketable Equity 1719 197 1522 Other Debt Securities 4812 2 102 4712 145985 110 7168 138927 December 31, 1993 Gross Gross Estimated Amoritized Unrealized Unrealized Market Cost Gains Losses Value (In Thousands of Dollars) U.S. Treasury Securities 5783 329 6112 U.S. Government Agencies and Corporations 136288 1024 922 136390 Obligations of States and Political Subdivisions 61406 3732 147 61390 Corporate Securities 302 4 3 303 Morgage-backed Securities 2869 6 28 2847 Marketable Equity 1489 1489 Other Debt Securities 2908 115 3023 211045 5210 1100 215155 Proceeds from sales of securities and resulting gross gains and losses are follows: Nine Months Ended September 30, September 30, 1994 1993 (In Thousands of Dollars) Proceeds From Sales 11847 75759 Gross Gains 667 1222 Gross Losses 24 Net 667 1198 PREMIER BANKSHARES CORPORATION AND AFFILIATES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued 3. Loans The following is a summary of loans outstanding at the end of the periods indicated: September 30, December 31, 1994 1993 Commercial, Financial, and Agricultural 59462 66654 Real Estate - Construction 8995 5178 Real Estate - Mortgage 163679 144709 Loans to Individuals 74055 70616 Others 1182 1334 307373 288491 Less Unearned Income (4074) (5088) 303299 283403 Less Allowance for Loan and Lease Losses (4839) (4481) 298460 278922 The following schedule summarizes the changes in the allowance for loan and lease losses: September 30, September 30, December 31 1994 1993 1993 Balance, Beginning 4481 4752 4752 Provision Charged Against Income 588 435 592 Recoveries 228 405 680 Loans Charged Off (458) (1034) (1543) Balance, Ending 4839 4558 4481 Nonperforming assets consist of the following: September 30, December 31, 1994 1993 (In Thousands of Dollars) Nonaccrual Loans 3589 3451 Restructured Loans 99 1128 Nonperforming Loans 3688 4579 Foreclosed Properties 694 1125 Nonperforming Assets 4382 5704 <FN> Total loans past due 90 days or more and still accruing were $430 on September 30, 1994 and $1,397 on December 31, 1993. PREMIER BANKSHARES CORPORATION AND AFFILIATES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued 4. Short-term Debt Short-term debt consists of the following: September 30, December 31, 1994 1993 (In Thousands of Dollars) Federal Funds Purchased and Securities Sold Under Agreements to Repurchase 13748 15271 Line of Credit Borrowing 60 Total Short-term Debt 13748 15331 5. Long-term Debt Premier Bankshares had no long-term debt outstanding for the periods ended September 30, 1994 or December 31, 1993. 6. Earnings Per Share Earnings per share are computed on the weighted average common shares outstanding of 4,405,127 for both the three and nine months ended September 30, 1994; and 4,405,128 and 4,405,166 for the three and nine months ended September 30, 1993, respectively. 7. Capital Requirements A comparison of the Company's capital as of September 30, 1994 with the minimum requirements is presented below. Minimum Actual Requirements Tier I Risk-based Capital 12.72% 4.00% Total Risk-based Capital 13.89% 8.00% Leverage Ratio 9.31% 3.00% 8. Pending Affiliation The Company on June 29, 1994, agreed to affiliate with Dickenson-Buchanan, Haysi, Virginia (Dickenson) whereby the shareholders of Dickenson will receive 7.77 shares of Premier's stock in exchange for each share of Dickenson's common stock. This tax-free exchange will be accounted for as a pooling-of-interests and will be subject to Dickenson's shareholders and regulatroy approvals. TABLE I Consolidated Selected Financial Data (Amounts in thousands, except per share data) 1994 Third Second First Quarter Quarter Quarter Interest Income 10432 10278 9998 Interest Expense 4331 4325 4325 Net Interest Income 6101 5953 5673 Provision for Loan Losses 393 95 100 Net Income 1886 1986 2198 Per Share Data: Net Income .43 .45 .50 Cash Dividends Paid .12 .12 .12 Total Average Stockholders' Equity 54642 53690 53368 Total Average Assets 572934 582658 568763 Ratios: Average Stockholders' Equity to Total Average Assets 9.54 9.21 9.38 Return on Average Equity 13.84 14.80 16.48 Return on Average Assets 1.31 1.36 1.55 1993 Fourth Third Second First Quarter Quarte Quarter Quarter Interest Income 9842 9718 9484 9283 Interest Expense 4422 4272 4050 3913 Net Interest Income 5420 5446 5434 5370 Provision for Loan Losses 157 105 160 170 Net Income 1697 2014 2345 2287 Per Share Data: Net Income .38 .46 .53 .52 Cash Dividends Paid .11 .11 .11 .11 Total Average Stockholders' Equity 53610 52452 51093 48760 Total Average Assets 556875 533016 508534 488699 Ratios: Average Stockholders' Equity to Total Average Assets 9.63 9.84 10.05 9.98 Return on Average Equity 12.66 15.36 18.32 18.76 Return on Average Assets 1.22 1.51 1.84 1.87 [TEXT] TABLE II DISTRIBUTION OF ASSETS, LIABILITIES, STOCKHOLDERS' EQUITY, INTEREST RATES AND INTEREST DIFFERENTIAL The following schedule presents the condensed consolidated average balance sheets and the average rates earned and paid by Premier and its affiliates on a fully taxable equivalent basis assuming a 34% tax rate for the nine months ended September 30, 1994 and 1993. Nonaccruing loans are included in the total loans. 1994 1993 Average Interest Yield/ Average Interest Yield/ Balance And Fees Rate Balance And Fees Rate (In Thousands of Dollars) (In Thousands of Dollars) Assets Interest-earning Assets: Loans and Leases 286593 20310 9.45 273219 19534 9.53 Taxable Investment Securities 166680 7274 5.82 126126 6091 6.44 Nontaxable Investment Securities 67829 4064 7.99 49489 3306 8.91 Interest-bearing Deposits with Other Banks 322 22 9.11 776 54 9.28 Federal Funds Sold and Securities Purchased Under Agreements to Resell 16454 439 3.56 29475 649 2.94 Total Interest-earning Assets 537878 32109 7.96 479085 29634 8.25 Noninterest-earning Assets: Cash and Noninterest-bearing Deposits 16505 15538 Premises and Equipment, Net 9913 9694 Other Assets 15040 10518 Less Allowance for Loan and Lease Losses (4634) (4752) Total Assets 574702 510083 Liabilities and Stockholders' Equity Interest-bearing Liabilities: Demand Deposits 53202 1102 2.76 45240 1057 3.12 Savings Deposits 163499 41220 3.36 130459 3655 3.74 Large Denomination Certificates of Deposit 33139 1114 4.48 34833 1162 4.45 Other Time Deposits 194912 6209 4.25 184944 6143 4.43 Short-term Borrowings 18154 434 3.19 9972 200 2.67 Long-term Debt 392 18 6.12 Total Interest-bearing Liabilities 462906 12981 3.74 405840 12235 4.02 Noninterest-bearing Liabilities: Demand Deposits 53873 48918 Other Liabilities 4106 4557 Stockholders' Equity 53817 50768 Total Liabilities and Stockholders' Equity 574702 510083 Net Interest Differential 4.22 4.23 Net Interest Earnings 19128 17399 Net Yield on Interest-earning Assets 4.74 4.84 PREMIER BANKSHARES CORPORATION AND AFFILIATES CONSOLIDATED STATEMENTS OF INCOME (In Thousands of Dollars) Three Months Ended Nine Months Ended September 30, 1994 and 1993 September 30, 1994 and 1993 (In Thousands of Dollars) Amount Percent Amount Percent INTEREST INCOME: Interest and Fees on Loans 370 5.58 782 4.01 Federal Funds Sold (191) (73.46) (210) (32.36) Money Market Deposits (11) (84.62) (32) (59.26) Interest on Investments Held to Maturity, Taxable 411 1101 Interest on Investments Held to Maturity, Non-taxable 811 2328 Interest on Securities Available for Sale, Taxable 2029 6173 Interest on Securities Available for Sale, Non-taxable 113 354 Interest on Investment Securities, Taxable (2078) (6075) Interest on Investment Securities, Non-taxable (739) (2182) Trading Account Income (1) (16) Total Interest Income 714 7.35 2223 7.80 INTEREST EXPENSE: Demand Deposits 12 3.29 45 4.26 Savings Deposits (39) (2.87) 467 12.78 Large Denomination Certificates of Deposit (32) (48) (4.13) Other Time Deposits 44 (8.40) 66 1.07 Short-term Debt 74 2.12 234 117.00 Long-term Debt 84.43 (18) Total Interest Expense 59 1.38 746 6.10 Net Interest Income 655 12.03 1477 9.09 PROVISION FOR LOAN LOSSES 288 274.29 153 35.17 Net Interest Income After Provision for Loan Losses 367 6.87 1324 8.37 OTHER INCOME: Service Charges on Deposit Accounts 16 3.61 119 9.84 Trust Department Income 67 155.81 4 2.20 Other Service Charges, Commissions and Fees (79) (19.27) (87) (8.35) Other Operating Income (28) (36.36) (94) (33.81) Security Gains (228) (107.04) (522) (43.90) Trading Account Security Gains (Losses) (9) (100.00) Total Other Income (252) (21.25) (589) (15.07) OTHER EXPENSES: Salaries 91 5.69 322 6.96 Employee Benefits 168 46.15 294 25.34 Occupancy Expenses (10) (5.41) (2) (.34) Furniture and Equipment Expenses 39 21.43 115 21.58 Other Operating Expenses 133 9.21 455 10.49 Total Other Expense 441 11.69 1184 10.53 Income Before Income Taxes (326) (11.84) (449) (5.29) Applicable Income Taxes (198) (26.79) 127 6.91 305.10 NET INCOME (128) (6.36) (576) (8.67) ITEM 2. MANAGEMENT'S DISCUSSION: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OVERVIEW Premier's active non-bank subsidiary, Premier Bank Services Corporation, because of the low volume of activity, discontinued servicing certain consumer loans for selected affiliate Banks during the second quarter of 1993. Preparations made during the latter half of 1993 to offer investment advisory services to Premier banks as well as other financial institutions and investing groups through this service corporation were also discontinued, and, the corporation is no longer active. EARNINGS PERFORMANCE Net income for the first nine months of 1994 was $6,070,000, a $576,000 or 8.76% decrease from the $6,646,000 earned for the same period in 1993. The nine months earnings for both 1994 and 1993 include non-recurring adjustments to income. One affiliate bank during the first quarter of 1994 disposed of bonds backed by the failed Executive Life Insurance Company, which were in default and had previously been written down, adding approximately $513,000 in security gains; $339,000, net of the tax effect. First quarter 1993 reflected an approximate $439,000 decrease in federal incom tax expense due to the implementation of FASB 109 and the realization of tax benefits on a net loss carryforward which could be recaptured following the 1991 merger of Bank of Speedwell and Bank of Shawsville. Also, due to restructing of the investment portfolio, one affiliate bank booked security gains of $656,000 during the second quarter of 1993. As a result, on a per share basis, net income for the fist nine months of 1994 was $1.38 compared to $1.51 for the same period in 1993 , with 4,405,127 average shares outstanding for both the three and nine months outstanding for 1994; and 4,405,128 and 4,405,166 average shares outstanding for 1993, respectively. NET INTEREST INCOME Net interest income, before provision for loan losses for the nine months ended September 30, 1994, amounted to $17,727,000, a $1,477,000, or 9.09% increase from $16,250,000 recorded for the same period of 1993. The net interest differential for this period (the difference between the tax-equivalent yield on interest bearing assets and the rate paid on interest-bearing liabilities) remained virtually the same, at 4.22%. The tax-equivalent yield on earning assets decreased from 8.25% in 1993 to 7.96% in 1994 while the rate paid on interest- bearing liabilities) decreaded 28 basis points to 3.74%. The net yield (fully taxable equivalent) on earning assets decreased 10 basis points in 1994 to 4.74% compared to 4.84% in 1993. Yields on loans, taxable investment securities, nontaxable securities, and interest-bearing deposits with banks decreased 8, 62, 92, and 17 basis points, respectively, along with an increase in fed funds sold of 62 basis points. Adjustments to rates paid on interest-bearing deposits reflected decreases in all classes, (except for large denomination certificates which increased only 3 basis points) with demand deposits, savings, and other time deposit rates decreasing 36, 38, and 18 basis points, respectively. The rate paid on short-term borrowings increased 52 basis points. Premier's long-term debt was paid off in latter part 1993. OTHER INCOME AND EXPENSES Total other income decreased $589,000 or 15.07% to $3,320,000 due mostly to a decrease in security gains during 1994 of $522,000 to $667,000 compared to $1,189,000 in the first nine months of 1993. As mentioned previously, the majority of the 1994 security gains was from a $513,000 gain by one affiliate bank from the sale of bonds which were in default and had been previously written down. Other service charges, commissions and fees decreased $87,000 in 1994, the most significant changes being a decrease in loan extension/other fees of $130,000 from 1993, and increase in loan collection fees and credit life and A & H sales of $20,000 and $29,000, respecitvely, over 1993. Total service charges on deposit accounts increased $119,000 with the majority of the increase in NSF and returned check charges, attributable mostly to increased per-item fees. Other expenses increased $1,184,000 or 10.53% over September 30, 1993. Salaries increased 6.96%, and employee benefits 25.34%, due in part to staffing of an additional branch in mid-summer 1993, the employement of additional personnel at the individual bank and holding company levels, and normal salary increases. Occupancy decreased $2,000, while furniture and equipment expenses increased $115,000 or 21.58%, due largely to the purchase of data processing equipment. Other operating expenses increased $445,000 in 1994 or 10.49% with the most significant changes being an increase in legal fees of $273,000, increased FDIC assessment fees of $119,000 over the same period in 1993, and additional audit and tax expense of $120,000. Data processing fees decreased $240,000 due largely to the expiration and renegotiation of the independent service bureau contract in the latter half of 1993. Less significant increases and decreases account for the difference. INVESTMENTS, LOANS, AND DEPOSITS Net loans increased $19,583,000 or 7.00%, investments increased $10,370,000 or 4.90%, fed funds sold decreased $27,575,000 or 79.55%, with an increase in total assets of $7,136,000 or 1.28% over December 31, 1993. One affiliate bank purchased $13,000,000 in local branch deposits of one of its competitors during the second quarter of 1994. Demand deposits, interest-bearing demand deposits, and other time deposits increased 17.56%, 11.03%, and 4.22%, respectively. Savings and large denomination certificates of deposit decreased by $5,485,000 or 3.38% and $ 6,120,000 or 16.70%, respectively. Fed funds purchased and repurchase agreements decreased $1,583,000, or 10.33% over year end 1993. Allowance for Loan and Lease Losses The allowance for loan and lease losses on September 30, 1994, was $4,839,000 compared to $4,481,000 at December 31, 1993, and $4,558,000 at September 30, 1994. The ratio of allowance for loan and lease losses to total loans net of unearned income was 1.60% at September 30, 1994. Charge-offs were $458,000 for the first nine months of 1994 compared to $1,034,000 for the same period in 1993. Recoveries of $228,000 were booked in the first nine months of 1994; $405,000 in 1993. Management believes the allowance is adequate at the September 30, 1994 level, after making provisions during the year of $588,000. Capital Resources Total stockholders equity or capital amounted to $54,225,000 at September 30, 1994. The leverage ratio at September 30, 1994 at 9.31%. Liquidity and interest Sensitivity Almost the entire deposit base is made up of core deposits with only 6.18% of total deposits compose of Certificates of deposit of $100,000 and over. At September 30, 1994, federal funds and investment securities maturing within one year amounted to $11,782,000, or 2.38% of total deposits. In addition, $70,102,000 of investment securities or 14.19% of deposits, mature within the 1-5 year range. The policy of Premier is to maintain the relationship between rate-sensitive assets and rate-sensitive liabilities which will maximize future profit levels, given existing expectations of interest rate movements. 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 - None b) Form 8-K - None SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. PREMIER BANKSHARES CORPORATION Date: November 10, 1994 BY /s/ James R.Wheeling, President Date: November 10, 1994 BY /s/ Ellen Simpson, Secretary (Chief Accounting Officer)