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 June 30, 1995 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.) 29 College Drive P. O. Box 1199, Bluefield, VA 24605 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number including area code (703) 322-2242 ____________________________________________________________________________ (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 June 30, 1995. Common stock, $2 par value - 4,987,802 shares. INDEX Page No. Part I. Financial Information: Item 1. Financial Statements Consolidated Balance Sheets - June 30, 1995 and December 31, 1994 3 Consolidated Statements of Income - Six Months June 30, 1995 and 1994 4 Consolidated Statements of Stockholders' Equity - Six Months Ended June 30, 1995 and 1994 5 Consolidated Statements of Cash Flows Six Months Ended June 30, 1995 and 1994 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 16 Item 5. Security Holders Other Information 16 Item 6. Exhibits and Reports on Form 8-K 16 ITEM 1. FINANCIAL INFORMATION: PREMIER BANKSHARES CORPORATION AND AFFILIATES CONSOLIDATED BALANCE SHEETS (In Thousands of Dollars) June 30, December 31, 1995 1994 ASSETS: Cash and Due From Banks $ 30,123 $ 19,475 Interest-bearing Deposits in Banks Securities Held to Maturity (Approximate Market Value 98,883 88,766 $99,149 in 1995, $85,153 in 1994) Securities Available for Sale (Amortized 147,172 142,682 Cost $149,586 in 1995, $151,980 in 56,004 17,240 1994) Federal Funds Sold Loans, Net of Unearned Income of $6,014 384,340 360,860 in 1995, $6,554 in 1994 and Allowance 16,013 14,259 for Loan Losses of $5,849 in 1995 and 22,154 11,911 $5,844 in 1994 Bank Premises and Equipment Other Assets TOTAL ASSETS $ 754,689 $ 655,193 LIABILITIES: Deposits: Demand $ 74,768 63,784 Interest-bearing Demand 78,356 67,518 Savings 148,735 160,323 Large Denomination Certificates of Deposit 55,307 44,978 Other Time 298,771 232,807 TOTAL DEPOSITS $ 655,937 $ 569,410 Short-term Debt 17,158 21,377 Other Liabilities 4,938 2,213 Long-term Debt 8,900 1,900 TOTAL LIABILITIES $ 686,933 $ 594,900 SHAREHOLDERS' EQUITY: Capital Stock-Common-$2 Par 10,000,000 Authorized; 4,987,802 Shares Issued in 1995 and 1994 $ 9,975 $ 9,975 Surplus 22,029 22,029 Undivided Profits 37,294 34,501 Net Unrealized Loss on Securities (1,542) (6,212) TOTAL STOCKHOLDERS' EQUITY $ 67,756 $ 60,293 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 754,689 $ 655,193 [FN] Notes to financial statements are an integral part of these statements. PREMIER BANKSHARES CORPORATION AND AFFILIATES CONSOLIDATED STATEMENTS OF INCOME (In Thousands of Dollars) Three Months Ended Six Months Ended June 30, June 30, 1995 1994 1995 1994 INTEREST INCOME: Loans and Fees $ 9,246 $ 7,965 $ 17,979 $ 15,865 Federal Funds Sold 501 169 730 466 Money Market Deposits 9 20 Securities Held to Maturity 1,542 993 2,501 2,374 Securities Held for Sale 1,749 2,710 4,027 4,819 Total Interest Income $ 13,038 $ 11,846 $ 25,237 $ 23,544 INTEREST EXPENSE: Demand Deposits $ 489 $ 444 $ 951 $ 884 Savings Deposits 1,185 1,475 2,419 3,032 Large Denomination Certificates of Deposit 672 560 1,262 1,089 Other Time Deposits 3,387 2,426 6,137 4,785 Short-term Debt 256 154 477 268 Long-term Debt 82 119 Total Interest Expense $ 6,071 $ 5,059 $ 11,365 $ 10,058 Net Interest Income $ 6,967 $ 6,787 $ 13,872 $ 13,486 ADDITION TO ALLOWANCE FOR LOAN AND LEASE LOSSES 127 156 315 248 Net Interest Income After Addition to Allowance for Loan and Lease Losses $ 6,840 $ 6,631 $ 13,557 $ 13,238 OTHER INCOME: Service Charges on Deposit Accounts $ 547 $ 511 $ 1,056 $ 958 Trust Department Income 78 35 117 70 Other Service Charges, Commissions and Fees 396 369 782 730 Other Operating Income 94 60 211 140 Security Gains (Losses) (113) 10 (153) 682 Total Other Income $ 1,002 $ 985 $ 2,013 $ 2,580 OTHER EXPENSES: Salaries $ 2,026 $ 1,879 $ 3,948 $ 3,719 Employee Benefits 500 516 985 1,047 Occupancy Expenses 195 217 420 444 Furniture and Equipment Expenses 292 249 591 539 Other Operating Expenses 2,164 1,852 4,051 3,588 Total Other Expense $ 5,177 $ 4,713 $ 9,995 $ 9,337 Income Before Income Taxes $ 2,665 $ 2,903 $ 5,575 $ 6,481 Applicable Income Taxes 677 686 1,385 1,649 Net Income $ 1,988 $ 2,217 $ 4,190 $ 4,832 NET INCOME PER SHARE $ 0.40 $ 0.45 $ 0.84 $ 0.97 CASH DIVIDENDS PER SHARE $ 0.14 $ 0.11 $ 0.28 $ 0.22 [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) Six Months Ended June 30, 1995 1994 Balance at Beginning of Year $ 60,293 $ 59,769 Net Income 4,190 4,832 Cash Dividends Declared (1,396) (1,150) Change in Valuation Allowance for Securities 4,669 (3,736) Balance at End of Period $ 67,756 $ 59,715 [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) Three Months Ended Six Months Ended June 30, June30, 1995 1994 1995 1994 CASH FLOWS FROM OPERATING ACTIVITIES Net Income $ 1,988 $ 2,217 $ 4,190 $ 4,832 Adjustments to Reconcile to Net Income to Cash Provided by Operating Activities: Depreciation and Amortization of Premises and Equipment 247 215 488 446 Provision for Loan Losses 127 156 315 248 Amortization of: Goodwill and Intangibles 149 67 221 128 Premiums and Accretion of Discounts, Net 115 129 230 256 Security Gains (Losses) (193) (10) 153 (682) Increase in Other Assets (9,963) (551) (10,460) (977) Increase in Other Liabilities 484 (2,521) 2,725 (1,833) Net Cash Provided by Operating Activities $ (7,046) $ (298) $ (2,138) $ 2,418 CASH FLOWS FROM INVESTING ACTIVITIES: Net (Increase) Decrease in Temporary Investments $(39,051) $10,671 $ (38,764) $25,948 Sale of Securities Available for Sale 6,355 2,362 11,616 7,403 Maturities of Securities Available for Sale 1,784 13,737 5,471 27,536 Purchase of Securities Available for Sale (15,730) (14,535) (17,215) (48,086) Maturities of Securities Held to Maturity 3,033 464 7,367 3,499 Purchases of Securities Held to Maturity (16,365) (3,719) (17,560) (21,590) Sale of Foreclosed Properties 483 Net Increase in Customer Loans (19,824) (14,008)(23,795) (17,239) Premises and Equipment Expenditures (2,577) (440) (2,866) (583) Sales of Premises and Equipment 620 4 620 4 Net Cash Used in Investing Activities $ (81,755) $ (5,464) $(75,126) $(22,625) CASH FLOWS FROM FINANCING ACTIVITIES: Net Increase in Demand Deposits, Now and Savings Accounts $ 25,973 $ 363 $ 10,234 $ 12,842 Net Increase in Time Deposits 67,763 6,700 76,293 7,109 Borrowings of Long-term Debt 7,000 7,000 Payments on Long-term Debt 100 Net Increase (Decrease) in Short-term Debt (411) 118 (4,219) 4,968 Cash Dividends Paid (698) (621) (1,396) (1,150) Net Cash Provided by Financing Activities $ 99,727 $ 6,560 $ 87,912 $ 23,769 Net Increase in Cash and Due From Banks $ 10,926 $ 798 $ 10,648 $ 3,562 CASH AND DUE FROM BANKS: Beginning 19,197 17,821 19,475 15,057 Ending $ 30,123 $ 18,619 $ 30,123 $ 18,619 Supplemental Disclosures of Cash Flow Information: Cash Payments for Interest Paid: To Depositors $ 4,598 $ 20,697 $ 10,838 $ 9,859 On Federal Funds Purchased and Securities $ 224 $ 658 $ 392 $ 266 Sold Under Agreement to Repurchase $ $ 2,475 $ 988 $ 1,487 [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 June 30, 1995, and December 31, 1994, and the results of operations and cash flows for the six months ended June 30, 1995 and 1994. The results of operations for the six months ended June 30, 1995, 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: June 30, 1995 Gross Gross Estimated Amortized Unrealized Unrealized Market Cost Gains Losses Value (In Thousands of Dollars) U.S. Government Agencies and Corporations $ 9,996 $ 6 $ 143 $ 9,859 Obligations of States and Political Subdivisions 75,330 1,163 475 76,018 Corporate Securities 2,060 2 4 2,058 Mortgage-backed Securities 11,497 283 11,214 $ 98,883 $ 1,171 $ 905 $ 99,149 December 31, 1994 Gross Gross Estimated Amortized Unrealized Unrealized Market Cost Gains Losses Value (In Thousands of Dollars) U.S. Government Agencies and Corporations $ 6,003 $ $ 613 $ 5,390 Obligation of States and Political Subdivisions 70,712 798 2,698 68,812 Corporate Securities 449 23 426 Mortgage-backed Securities 11,602 8 1,085 10,525 $ 88,766 $ 806 $ 4,419 $ 85,153 2. Investment Securities (continued) Amortized cost and carrying amount (estimated fair value) of securities available for sale are summarized as follows: June 30, 1995 Gross Gross Estimated Amortized Unrealized Unrealized Market Cost Gains Losses Value (In Thousands of Dollars) U.S. Treasury Securities $ 17,582 $177 $ 73 $ 17,686 U.S. Government Agencies and Corporations 34,106 59 342 33,823 Obligations of States and Political Subdivisions 4,595 37 3 4,629 Corporate Securities 6,031 17 19 6,029 Mortgage-backed Securities 79,376 23 2,012 77,387 Marketable Equity 1,596 1 153 1,444 Other Debt Securities 6,300 2 128 6,174 $ 149,586 $ 316 $ 2,730 $ 147,172 December 31, 1994 Gross Gross Estimated Amortized Unrealized Unrealized Market Cost Gains Losses Value (In Thousands of Dollars) U.S. Treasury Securities $ 23,040 $ 29 $ 472 $ 22,597 U.S. Government Agencies and Corporations 39,844 2 2,852 36,994 Obligations of States and Political Subdivisions 7,285 47 137 7,195 Corporate Securities 3,885 27 146 3,766 Mortgage-backed Securities 74,643 8 5,519 69,132 Marketable Equity 1,596 222 1,374 Other Debt Securities 1,687 63 1,624 $ 151,980 $113 $ 9,411 $ 142,682 Six Months Ended June 30, 1995 1994 (In Thousands of Dollars) Gross proceeds from sales of Securities $ 11,922 $ 7,403 Gross Gains on Sale of Securities $ 30 $ 682 Gross Losses on Sale of Securities 183 Net Securities Gains (Losses) $ (153) $ 682 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: June 30, December 31, 1995 1994 (In Thousands of Dollars) Commercial, Financial, and Argicultural $ 131,252 $ 116,506 Real Estate - Construction 8,620 8,654 Real Estate - Mortgage 151,919 151,972 Loans to Individuals 101,179 94,520 Others 3,233 1,606 396,203 373,258 Less Unearned Income (6,014) (6,554) 390,189 366,704 Less Allowance for Loan and Lease (5,849) (5,844) Losses $ 384,340 $ 360,860 The following schedule summarizes the changes in the allowance for loan and lease losses: June 30, June 30, December 31, 1995 1994 1994 (In Thousands of Dollars) Balance, Beginning $ 5,844 $ 5,227 $ 5,226 Provision Charged Against Income 315 247 1,144 Recoveries 211 234 446 Loans Charged Off (521) (299) (972) Balance, Ending $ 5,849 $ 5,409 $ 5,844 Nonperforming assets consist of the following: June 30, December 31, 1995 1994 (In Thousands of Dollars) [S] [C] [C] Nonaccrual Loans $ 3,083 $ 3,018 Restructured Loans 781 1,172 Nonperforming Loans 3,864 4,190 Foreclosed Properties 945 677 Nonperforming Assets $ 4,809 $ 4,867 Total loans past due 90 days or more and still accruing were $294 on June 30, 1995 and $711 on December 31, 1994. PREMIER BANKSHARES CORPORATION AND AFFILIATES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued 4. Short-term Debt Short-term debt consists of the following: June 30, December 31, 1995 1994 (In Thousands of Dollars) Federal Funds Purchased and Securities Sold Under Agreements to Repurchase 17,158 19,877 Other Short-term Borrowing 1,500 Total Short-term Debt $ 17,158 $ 21,377 5. Long-term Debt June 30, December 31, 1995 1994 (In Thousands of Dollars) Note Dated 4/28/95 @ 7.187% Quarterly Installments - $450,000 $ 7,200 Note Dated 9/16/94 @ 7.60% Quarterly Installments - $100,000 $ 1,700 $ 1,900 Total Long-term Debt $ 8,900 $ 1,900 6. Earnings Per Share Earnings per share are computed on the weighted average common shares outstanding of 4,987,802 for both the three and six months ended June 30, 1994 and 1995, respectively. 7. Capital Requirements A comparison of the Company's capital as of June 30, 1995 with the minimum requirements is presented below. Minimum Actual Requirements Tier I Risk-based 11.88 % 4.00 % Capital Total Risk-based 13.07 % 8.00 % Capital Leverage Ratio 7.74 % 4.00 % 8. Branch Acquisitions In June 1995, the Company acquired seven branches from NationsBank of which six branches were settled within the second quarter of 1995. These acquisitions were accounted for under the purchase method of accounting. The purchase prices were allocated to the identifiable tangible and intangible assets acquired and liabilities assumed based upon their estimated fair value at the date of consummation. The intangibles are being amortized on a straight-line basis over their respective lives. TABLE I Consolidated Selected Financial Data (Amounts in thousands, except per share data) 1995 Second First Quarter Quarter Interest Income $ 13,038 $ 12,199 Interest Expense 6,071 5,294 Net Interest Income 6,967 6,905 Provision for Loan Losses 127 188 Net Income 1,988 2,202 Per Share Data: Net Income 0.40 0.44 Cash Dividends Paid 0.14 0.14 Total Average Stockholders'Equity $ 62,968 $ 59,938 Total Average Assets $ 681,947 $ 653,074 Ratios: Average Stockholders'Equity to Total Average Assets 9.23 % 9.18 % Retirm on Average Equity 12.63 % 14.70 % Return on Average Assets 1.17 % 1.35 % 1994 Fourth Third Second First Quarter Quarter Quarter Quarter Interest Income $ 12,232 $ 12,059 $ 11,930 $ 11,671 Interest Expense 5,210 5,042 5,056 4,999 Net Interest Income 7,022 7,017 6,874 6,672 Provision for Loan Losses 441 456 155 92 Net Income 1,974 2,197 2,255 2,580 Per Share Data: Net Income 0.40 0.44 0.45 0.52 Cash Dividends Paid 0.14 0.12 0.11 0.11 Total Average Stockholders' Equity $ 60,583 $ 61,215 $ 59,664 $ 59,349 Total Average Assets $ 655,553 $ 656,902 $ 666,663 $ 652,270 Ratios: Average Stockholders' Equity to Total Average Assets 9.24 % 9.32 % 8.95 % 9.10 % Return on Average Equity 13.03 % 14.36 % 15.12 % 17.39 % Return on Average Assets 1.20 % 1.34 % 1.35 % 1.58 % 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 six months ended June 30, 1995 and 1994. Nonaccruing loans are included in the total loans. 1995 1994 Average Interest Yield/ Average Interest Yield Balance And Fees Rate Balance And Fees Rate (In Thousands of Dollars) Assets Interest-earning Assets: Loans and Leases $ 374,508 $ 17,979 9.60 % $ 342,727 $15,865 9.26% Taxable Investment Securities 150,794 4,608 6.11 179,867 5,276 5.87 Nontaxable Investment Securities 72,423 2,909 8.03 72,222 2,905 8.04 Interest-bearing Deposits with Other Banks 410 20 9.76 Federal Funds Sold and Securities Purchased Under Agreements to Resell 25,392 730 5.75 27,462 466 3.39 Total Interest-earning Assets $ 623,117 $ 26,226 8.42 % $ 622,688 $ 24,532 7.88 % Noninterest-earning Assets: Cash and Noninterest- bearing Deposits $ 24,626 $ 18,362 Premises and Equipment, Net 14,508 11,245 Other Assets 11,230 11,719 Less Allowance for Loan and Lease Losses (5,969) (5,352) Total Assets $ 667,512 $ 658,662 Liabilities and Stockholders'Equity Interest-bearing Liabilities: Demand Deposits $ 68,188 $ 951 2.79 % $63,672 $ 884 2.78 % Savings Deposits 148,735 2,419 3.25 180,011 3,032 3.37 Large Denomination Certificates of Deposits 50,055 1,262 5.04 48,483 1,089 4.49 Other Time Deposits 249,035 6,137 4.93 218,933 4,785 4.25 Short-term Borrowings 17,731 477 5.38 17,862 268 2.84 Long-term Debt 4,292 119 5.55 268 Total Interest-bearing Liabilities $ 538,036 $11,365 4.22 % $535,906 $10,058 3.75 % Liabilities Noninterest-bearing Liabilities: Demand Deposits 70,086 59,980 Other Liabilities (2,065) 4,705 Stockholders' Equity 61,455 58,017 Total Liabilities and Stockholders' Equity $667,512 $658,662 Net Interest Differential 4.20 % 4.13 % Net Interest Earnings $14,861 $14,474 Net Yield on Interest-earning Assets 4.77 % 4.65 % TABLE III A summary of the increases and decreases of the items included in the Consolidated Statements of Income are shown below: Net Increases (Decreases) Three Months Ended Six Months Ended June 30, June 30, 1995 and 1994 1995 and 1994 (In Thousands of Dollars) Amount Percent Amount Percent INTEREST INCOME: Interest and Fees on Loans $ 1,281 16.08 % $ 2,114 13.32 % Federal Funds Sold 332 196.45 % 264 56.65 % Money Market Deposits (9) N/A % (20) N/A % Interest on Investments Held to Maturity Nontaxable 549 55.29 % 127 5.35 % Interest on Securities Held for Sale, Taxable (961) (35.46)% (792) (16.43)% Total Interest Income 1,192 10.06 % 1,693 7.19 % INTEREST EXPENSE: Demand Deposits 45 10.14 % 67 7.58 % Savings Deposits (290) (19.66)% (613) (20.22) % Large Denomination Certificates of Deposits 112 20.00 % 173 15.89 % Other Time Deposits 961 39.61 % 1,352 28.25 % Short-term Debt 102 66.23 209 77.99% Long-term Debt 82 N/A 119 N/A Total Interest Expense 1,012 20.00 % 1,307 12.99 % Net Interest Income 180 2.65 % 386 2.86 % ADDITION TO ALLOWANCE FOR LOAN LEASE LOSSES (29) (18.59) % 67 27.02 % Net Interest Income After Addition to Allowance for Loan and Lease Losses 209 3.15 % 319 2.41 % OTHER INCOME: Service Charges on Deposit Accounts 36 7.05 % 98 10.23 % Trust Department Income 43 122.86 % 47 67.14 % Other Service Charges, Commissions and Fees 27 7.32 % 52 7.12 % Other Operating Income 34 56.67 % 71 50.71 % Security Gains (Losses) (123) N/A % (835) N/A % Total Other Income 17 1.73 % (567) (21.98) % OTHER EXPENSES: Salaries 147 7.82 % 229 6.16 % Employees Benefits (16) (3.10)% (62) (5.92) % Occupancy Expenses (22) (10.14)% (24) (5.41) % Furniture and Equipment Expenses 43 17.27% 52 9.65 % Other Operating Expenses 312 16.84% 463 12.90% Total Other Expense 464 9.85% 658 7.05 % Income Before Income Taxes (238) (8.20)% (906) (13.98) % Applicable Income Taxes (9) (1.31)% (264) (16.01) % NET INCOME $(229) (10.33)% $ (642) (13.29) % ITEM 2. MANAGEMENT'S DISCUSSION: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OVERVIEW Premier's non-bank subsidiaries, Premier Bank Services Corporation and Professional Financial Services of Virginia, Inc. remain inactive. Premier formed a new non-bank trust subsidiary, Premier Trust Company in January 1995 which is now operating. In addition, Premier acquired the former Dickenson-Buchanan Bank located in Clintwood, Virginia at year- end 1994 using the pooling-of-interest method of accounting. Prior year financial data reflects this purchase. Premier recorded six of the seven branches purchased from Nationsbank, adding approximately $105,000,000 in assets during the second quarter 1995. EARNINGS PERFORMANCE Net income for the first six months of 1995 was $4,190,000, a $642,000 or 13.29% decrease over the $4,832,000 earned for the same period in 1994 due largely to a decrease in security gains of $835,000. 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. On a per share basis, net income for the first six months of 1995 decreased to $0.84 compared to $0.97 for the same period in 1994, with 4,987,802 average shares outstanding for the six months ending June 30, 1995 and 1994, respectively. NET INTEREST INCOME Net interest income, before provision for loan losses for the six months ended June 30, 1995, was $13,872,000, a $386,000, or 2.86% increase from $13,486,000 recorded for the same period of 1994. 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) increased 7 basis points to 4.20%. The tax-equivalent yield on earning assets increased from 7.88% in 1994 to 8.42%, or 54 basis points in 1995 while the rate paid on interest- bearing liabilities increased 47 basis points to 4.22%. The net yield (fully taxable equivalent) on earning assets increased 12 basis points in 1995 to 4.77% compared to 4.65% in 1994. Yields on loans and fed funds sold increased 34 and 236 basis points while the yield on taxable investment securities increased 24 basis points and the yield on nontaxable remained the same. Average rates paid on demand deposits remained the same while savings decreased 12 basis points. Rates on large denomination and other time deposit rates increased 55, and 68 basis points, respectively. The rate paid on short- term borrowings increased 254 basis points. Also, long-term debt was outstanding in 1995 with and average rate of 5.55% that did not exist in 1994. OTHER INCOME AND EXPENSES Total other income decreased $567,000 or 21.98% to $2,013,000 due largely to net security losses in 1995 of $153,000 compared to net security gains of $682,000 in 1994. 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. Service charges on deposit accounts increased by $98,000, or 10.23%, trust department income increased $47,000, and other service charges commissions and fees increased $52,000. Other operating income increased $71,000 largely due to an increase in gains on sales of foreclosed properties of $21,000 and an increase in safe deposit box income of $32,000. Other expenses increased $658,000 or 7.05% over June 30, 1994. Salaries increased 6.16%, or $229,000 and employee benefits decreased $62,000 or 5.92%. The most significant changes in other operating expenses were an increase in data processing fees of $156,000, increased stationary and supplies expense of $87,000, accounting and auditing expense of $81,000, and an increase in bank franchise tax of $43,000. There was a substantial decrease of $307,000 in legal fees between the first six months of 1995 when compared to the same period of 1994 following the settlement of a suit which had been pending and accrued for in 1994. Also, due to the branch acquisitions, amortization of goodwill increased $84,000 for the first six months of 1995 compared to 1994. Occupancy and furniture and fixtures costs increased $52,000 or 9.65%. Less significant increases and decreases account for the difference. INVESTMENTS, LOANS, AND DEPOSITS Largely due to the purchase of six additional branches in the second quarter 1995, net loans increased $23,480,000 or 6.51%, investments increased $14,607,000 or 6.31%, fed funds sold increased $38,764,000 or 224.85%, with an increase in total assets of $99,496,000 or 15.19% for the first six months of 1995. Demand deposits, interest- bearing demand deposits, large denomination certificates and other time deposits increased 17.22%, 16.05%, 22.96%, and 28.33%, respectively. Savings decreased by 7.23% from December 1994. Short-term debt which includes fed funds purchased, repurchase agreements and short-term borrowings decreased $4,219,000 over year end 1994. Also, during the second quarter 1995, the parent company borrowed $7,200,000 to provide additional capital to two of its affiliates, thereby increasing long- term debt by $7,000,000 over December 1994. ALLOWANCE FOR LOAN AND LEASE LOSSES The allowance for loan and lease losses on June 30, 1995 was $5,849,000 compared to $5,844,000 at December 31, 1994, and $5,409,000 at June 30, 1994. The ratio of allowance for loan and lease losses to total loans net of unearned income was 1.50% at June 30, 1995. Charge- offs were $521,000 for the first six months of 1995 compared to $299,000 for the same period in 1994. Recoveries of $211,000 were booked in the first six months of 1995; $234,000 in 1994. Management believes the allowance is adequate at the June 30,1995 level, after making provisions during the year of $315,000. CAPITAL RESOURCES Total stockholders equity or capital amounted to $67,756,000 at June 30, 1995. The leverage ratio at June 30, 1995 was 7.74%. LIQUIDITY AND INTEREST SENSITIVITY Almost the entire deposit base is made up of core deposits with only 8.43% of total deposits composed of certificates of deposit of $100,000 and over. At June 30, 1995, federal funds and investment securities maturing within one year amounted to $73,462,000, or 11.20% of total deposits. In addition, $95,054,000 of investment securities or 14.49% 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. 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 - 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: August 11, 1995 _____________________________________ James R. Wheeling, President Date: August 11, 1995 BY___________________________________ Ellen Simpson, Secretary (Accounting Officer) 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: August 11, 1995 BY /s/ James R. Wheeling James R. Wheeling, President Date: August 11, 1995 BY /s/ Ellen Simpson Ellen Simpson, Secretary (Accounting Officer)