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, 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 (540)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 September 30, 1995. Common stock, $2 par value - 4,987,802 shares. INDEX Page No. Part 1. Financial Information: Item 1. Financial Statements Consolidated Balance Sheets - September 30, 1995 and December 31, 1994 3 Consolidated Statements of Income - Nine Months September 30, 1995 and 1994 4 Consolidated Statements of Stockholders' Equity - Nine Months Ended September 30, 1995 and 1994 5 Consolidated Statements of Cash Flows Nine Months Ended September 30, 1995 and 1994 6 Notes to Consolidated Financial Statements 7-10 Supplemental Financial Data (Tables I - 11-13 III) 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. 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) September 30, December 31, 1995 1994 ASSETS: Cash and Due From Banks $ 25,086 $ 19,475 Securities Held to Maturity (Approximate Market Value $101,542 in 1995; $85,153 in 1994) 100,341 88,766 Securities Available for Sale (Amortized Cost $160,085 in 1995 $151,980 in 1994) 157,986 142,682 Federal Funds Sold 38,430 17,240 Loans, Net of Unearned Income of $5,819 in in 1995, $6,554 in 1994 and Allowance for Loan Losses of $5,635 in 1995 and $5,844 in 1994 392,960 360,860 Bank Premises and Equipment 16,194 14,259 Other Assets 23,263 11,911 TOTAL ASSETS $ 754,260 $ 655,193 LIABILITIES: Deposits: Demand $ 79,897 63,784 Interest-bearing Demand 82,032 67,518 Savings 144,531 160,323 Large Denomination Certificates of Deposit 52,093 44,978 Other Time 306,910 232,807 TOTAL DEPOSITS $ 665,463 $ 569,410 Short-term Debt 11,813 21,377 Other Liabilities 5,726 2,213 Long-term Dept 1,600 1,900 TOTAL LIABILITIES $ 684,602 $ 594,900 SHAREHOLDERS' EQUITY: Capital Stock-Common-$2 Par 10,000,000 Authorized; 4,4987,802 Shares Issued in 1994 -4,987,802 $ 9,975 $ 9,975 Surplus 22,029 22,029 Undivided Profits 39,063 34,501 Net Unrealized Loss on Securities (1,409) (6,212) TOTAL STOCKHOLDERS' EQUITY $ 69,658 $ 60,293 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 754,260 $ 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 Nine Months Ended Ended September 30, September 30, 1995 1994 1995 1994 INTEREST INCOME: Loans and Fees $ 9,836 $ 8,357 $ 27,815 $ 24,222 Federal Funds Sold 719 80 1,449 546 Money Market Deposits 2 22 Securities Held to Maturity 434 550 2,935 2,924 Securities Held for Sale 3,292 3,128 7,319 7,947 Total Interest Income $14,281 $12,117 $ 39,518 $ 35,661 INTEREST EXPENSE: Demand Deposits $ 552 $ 453 $ 1,503 $ 1,337 Savings Deposits 1,164 1,433 3,583 4,465 Large Denomination Certificates of Deposit 759 489 2,021 1,578 Other Time Deposits 4,113 2,477 10,250 7,262 Short-term Debt 234 187 711 455 Long-term Debt 34 153 Total Interest Expense $ 6,856 $ 5,039 $ 18,221 $ 15,097 Net Interest Income $ 7,425 $ 7,078 $ 21,297 $ 20,564 ADDITION TO ALLOWANCE FOR LOAN AND LEASE LOSSES 454 315 702 Net Interest Income After Addition to Allowance for Loan and Lease Losses $ 7,425 $ 6,624 $ 20,982 $ 19,862 OTHER INCOME: Service Charges on Deposit Accounts$ 748 $ 508 $ 1,804 $ 1,466 Trust Department Income 61 107 178 177 Other Service Charges, Commissions and Fees 402 402 1,184 1,132 Other Operating Income 44 48 255 188 Security Gains (Losses) 49 (15) (104) 667 Total Other Income $ 1,304 $ 1,050 $ 3,317 $ 3,630 OTHER EXPENSES: Salaries $ 2,045 $ 1,926 $ 5,993 $ 5,645 Employee Benefits 547 601 1,532 1,648 Occupancy Expenses 258 209 678 653 Furniture and Equipment Expenses 300 286 891 825 Other Operating Expenses 2,254 1,790 6,305 5,378 Total Other Expense $ 5,404 $ 4,812 $15,399 $ 14,149 Income Before Income Taxes $ 3,325 $ 2,862 $ 8,900 $ 9,343 Applicable Income Taxes 857 669 2,242 2,318 Net Income $ 2,468 $ 2,193 $ 6,658 $ 7,025 NET INCOME PER SHARE $ 0.49 $ 0.44 $ 1.33 $ 1.41 CASH DIVIDENDS PER SHARE $ 0.14 $ 0.12 $ 0.42 $ 0.34 [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 30, 1995 1994 Balance at Beginning of Year $ 60,293 $ 59,769 Net Income 6,658 7,025 Cash Dividends Declared (2,094) (1,678) Change in Valuation Allowance for Securities 4,801 (4,640) Balance at End of Period $ 69,658 $ 60,476 [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 Nine Months Ended Ended September 30, September 30, 1995 1994 1995 1994 CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $ 2,468 $ 2,193 $ 6,658 $ 7,025 Adjustments to Reconcile Net Income to Cash Provided by Operating Activities: Depreciation and Amortization of Premises and Equipment 275 215 763 661 Provision for Loan Losses 454 315 702 Amortization of: Goodwill and Intangibles 308 71 529 199 Premiums and Accretion of Discounts,Net 244 (618) 474 (362) Security Gains(Losses) (49) 15 104 (667) Increase in Other Assets (1,416) 109 (11,876) (868) Increase in Other Liabilities 788 456 3,513 (1,379) Net Cash Provided by Operating Activities $ 2,618 $ 2,895 $ 480 $ 5,311 CASH FLOWS FROM INVESTING ACTIVITIES: Net (Increase) Decrease in Temporary Investments $ 14,574 $ (1,873) $(24,190) $ 24,075 Sale of Securities Available for Sale 8,679 4,444 20,295 11,847 Maturities of Securities Available for Sale 9,374 3,477 14,845 31,013 Purchases of Securities Available for Sale (28,464) (8,844) (45,679) (56,930) Maturities of Securities Held to Maturity 2,747 18,796 10,114 22,295 Purchase of Securities Held to Maturity (1,670) 5,343 (19,230) (16,247) Sale of Foreclosed Properties (483) Net Increase in Customer Loans (8,620) (6,777) (32,415) (24,016) Premises and Equipment Expenditures (472) (347) (3,338) (930) Sales of Premises and Equipment 15 16 635 20 Net Cash Used in Investing Activities $ (3,837) $ 13,752 $ (78,963) $ (8,873) CASH FLOWS FROM FINANCING ACTIVITIES: Net (Decrease) Increase in Demand Deposits, Now and Savings Accounts 4,601 (4,990) 14,835 7,852 Net Increase in Time Deposits 4,925 (4,334) 81,218 2,775 Borrowings of Long-term Debt 7,000 Payments on Long-term Debt (7,300) (7,300) Net Increase (Decrease) in Short-term Debt (5,345) (6,551) (9,564) (1,583) Cash Dividends Paid (699) (530) (2,095) (1,680) Net Cash Provided by Finanicing Activities $ (3,818) $(16,405) $ 84,094 $ 7,364 Net Increase in Cash and Due from Banks $ (5,037) $ 242 $ 5,611 $ 3,802 CASH AND DUE FROM BANKS: Beginning 30,123 18,619 19,475 15,059 Ending $ 25,086 $ 18,861 $ 25,086 $ 18,861 Supplemental Disclosures of Cash Flow Information: Cash Payments for Interest Paid: To Depositors $ 4,598 $ 30,744 $ 16,543 $ 14,201 On Federal Funds Purchased and Securities Sold Under Agreement To Repurchase $ 224 $ 1,139 $ 714 $ 425 Income Taxes $ $ 3,827 $ 1,655 $ 2,172 [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, 1995, and December 31, 1994, and the results of operations and cash flows for the nine months ended September 30, 1995 and 1994. The results of operations for the nine months ended September 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: September 30, 1995 Gross Gross Estimated Amortized Unrealized Unrealized Market Cost Gains Losses Value (In Thousands of Dollars) U.S. Government Agencies and Corporations $ 11,495 $ 6 $ 101 $ 11,400 Obligations of States and Political Subdivisions 76,136 1,584 77,720 Corporate Securities 1,755 2 1,757 Mortgabe-backed Securities 10,575 287 10,288 Other 380 3 377 $ 100,341 $ 1,592 $ 391 $ 101,542 December 31, 1994 Gross Gross Estimated Amortize Unrealized Unrealized Market Cost Gains Losses Value (In Thousands of Dollars) U.S. Government Agencies and Corporations $ 6,003 $ $ 613 $ 5,390 Obligations 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: September 30, 1995 Gross Gross Estimated Amortized Unrealized Unrealized Market Cost Gains Losses Value (In Thousands of Dollars) U.S. Treasury Securities $ 14,593 $ 49 $ 15 $ 14,627 U.S. Government Agencies and Corporations 50,747 104 228 50,623 Obligations of States and Political Subdivisions 4,857 2 4,859 Corporate Securities 12,527 84 4 12,607 Mortgage-backed Securities 69,350 1,824 67,526 Marketable Equity 1,596 163 1,433 Other Debt Securities 6,415 2 106 6,311 $ 160,085 $ 241 $ 2,340 $ 157,986 December 31, 1994 Gross Gross Estimated Amortized Unrealized Unrealized Market Cost Gains Market 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 Obligation 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 Nine Months Ended September 30, 1995 1994 (In Thousands of Dollars) Gross proceeds from sales of securities $ 20,295 11,847 Gross Gains on Sale of Securities $ 107 $ 682 Gross Losses on Sale of Securities 211 15 Net Securities Gains (Losses) $ (104) $ 667 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, 1995 1994 (In Thousands of Dollars) Commercial, Financial, and Agricultural $ 133,253 $ 116,506 Real Estate - Construction 10,411 8,654 Real Estate - Mortgage 157,021 151,972 Loans to Individuals 100,508 94,520 Others 3,221 1,606 404,414 373,258 Less Unearned Income (5,819) (6,554) 398,595 366,704 Less Allowance for Loan and Lease Losses (5,635) (5,844) $ 392,960 $ 360,860 The following schedule summarizes the changes in the allowance for loan and lease losses: Septemeber 30, September 30, December 31, 1995 1994 1994 (In Thousands of Dollars) Balance, Beginning $ 5,844 $ 5,226 $ 5,226 Provision Charged Against Income 315 704 1,144 Recoveries 274 290 446 Loans Charged Off (798) (587) (972) Balance, Ending $ 5,635 $ 5,633 $ 5,844 Nonperforming assets consist of the following: September 30, December 31, 1995 1994 (In Thousands of Dollars) Nonaccrual Loans $ 2,737 $ 3,018 Restructured Loans 723 1,172 Nonperforming Loans 3,460 4,190 Foreclosed Properties 738 677 Nonperforming Assets $ 4,198 $ 4,867 Total loans past due 90 days or more and still accruing were $520 on September 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: September 30, December 31, 1995 1994 (In Thousands of Dollars) Federal Funds Purchased and Securities Sold Under Agreements to Repurchase 11,813 19,877 Other Short-term Borrowing 1,500 Total Short-term Debt 11,813 21,377 5. Long-term Debt September 30, December 31, 1995 1994 (In Thousands of Dollars) Note Dated 9/16/94 @ 7.60% Quarterly Installments - $100,000 $ 1,600 $ 1,900 Total Long-term Debt $ 1,600 $ 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 nine months ended September 30, 1994 and 1995, respectively. 7. Capital Requirements A comparison of the Company's capital as of September 30, 1995 with the minimum requirements is presented below. Minimum Actual Requirements Tier I Risk-based Capital 12.10 % 4.00 % Total Risk-based Capital 13.23 % 8.00 % Leverage Ratio 8.00 % 4.00 % 8. Branch Acquisitions In June 1995, the Company acquired seven branches from NationsBank of which six branches were settled in the second quarter of 1995, the seventh in the third quarter, 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 Third Second First Quarter Quarter Quarter Interest Income $ 14,281 $ 13,038 $ 12,199 Interest Expense 6,856 6,071 5,294 Net Interest Income 7,425 6,967 6,905 Provision for Loan Losses 127 188 Net Income 2,468 1,988 2,202 Per Share Data: Net Income 0.49 0.40 0.44 Cash Dividends Paid 0.14 0.14 0.14 Total Average Stockholders' $ 68,803 $ 62,968 $ 59,938 Equity $ 755,186 $ 681,947 $ 653,074 Total Average Assets Ratios: Average Stockholders'Equity to Total Average Assets 9.11 % 9.23 % 9.18 % Return on Average Equity 14.35 % 12.63 % 14.70 % Return on Average Assets 1.31 % 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 nine months ended September 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) (In Thousands of Dollars) Assets Interest-earning Assets: Loans and Leases 381,119 27,834 9.74 % 347,704 24,222 9.29 % Taxable Investment Securities 158,949 7,319 6.14 179,208 7,947 5.91 Nontaxable Investment Securities 74,065 4,447 8.01 73,735 4,430 8.01 Interest-bearing Deposits with Other Banks 322 22 9.11 Federal Funds Sold and Securities Purchased Under Agreements to Resell 33,612 1,449 5.75 20,780 546 3.50 Total Interest-earning Assets 647,745 41,049 8.45 % 621,749 37,167 7.97 % Noninterest-earning Assets: Cash and Noninterest- bearing Deposits 25,323 18,566 Premises and Equipment, Net 15,042 11,316 Other Assets 14,923 11,871 Less Allowance for Loan and Lease Losses (5,911) (5,408) Total Assets 697,122 658,094 Liabilities and Stockholders' Equity Interest-bearing Liabilities: Demand Deposits 72,728 1,503 2.76 % 64,016 1,337 2.78 % Savings Deposits 148,043 3,583 3.23 177,887 4,465 3.35 Large Denomination Certificates of Deposit 51,470 2,021 5.24 46,455 1,578 4.53 Other Time Deposits 267,665 10,250 5.11 226,369 7,262 4.28 Short-term Borrowings 16,167 711 5.86 18,631 455 3.26 Long-term Debt 4,204 153 4.85 Total Interest-bearing Liabilities 560,277 18,221 4.34 % 533,358 15,097 3.77 % Noninterest-bearing Liabilities: 73,302 61,662 Demand Deposits 458 4,399 Other Liabilities Stockholders' Equity 63,085 58,675 Total Liabilities and Stockholders' Equity 697,122 658,094 Net Interest Differential 4.11 % 4.20 % Net Interest Earnings 22,828 22,070 Net Yield on Interest-earning Assets 4.70 % 4.73 % 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 Nine Months Ended September 30, September 30, 1995 and 1994 1995 and 1994 (In Thousands of Dollars) INTEREST INCOME: Amount Percent Amount Percent Interest and Fees on Loans 1,479 17.70 % 3,593 14.83 % Federal Funds Sold 639 798.75 % 903 165.38 % Money Market Deposits (2) N/A % (22) (100.00) % Interest on Investments Held to Maturity Nontaxable (116) (21.09) % 11 0.38 % Interest on Securities Held for Sale, Taxable 164 5.24 % (628) (7.90) % Total Interest Income 2,164 17.86 % 3,857 10.82 % INTEREST EXPENSE: Demand Deposits 99 21.85 % 166 12.42 % Savings Deposits (269) (18.77) % (882) (19.75) % Large Denomination Certificates of Deposits 270 55.21 % 443 28.07 % Other Time Deposits 1,636 66.05 % 2,988 41.15 % Short-term Debt 47 25.13 % 256 56.26 % Long-term Debt 34 N/A 153 N/A Total Interest Expense 1,817 36.06 % 3,124 20.69 % Net Interest Income 347 4.90 % 733 3.56 % ADDITION TO ALLOWANCE FOR LOAN LEASE LOSSES (454) (100.00) % (387) (55.13) % Net Interest Income After Addition to Allowance for Loan and Lease Losses 801 12.09 % 1,120 5.64 % OTHER INCOME: Service Charges on Deposit Accounts 240 47.24 % 338 23.06 % Trust Department Income (46) (42.99) % 1 0.56 % Other Service Charges, Commissions and Fees 52 4.59 % Other Operating Income (4) (8.33) % 67 35.64 % Security Gains (Losses) 64 N/A % (771) N/A % Total Other Income 254 24.19 % (313) (8.62) % OTHER EXPENSES: Salaries 119 6.18 % 348 6.16 % Employees Benefits (54) (8.99) % (116) (7.04) % Occupancy Expenses 49 23.44 % 25 3.83 % Furniture and Equipment Expenses 14 4.90 % 66 8.00 % Other Operating Expenses 464 25.92 % 927 17.24 % Total Other Expense 592 12.30 % 1,250 8.83 % Income Before Income Taxes 463 16.18 % (443) (4.74) % Applicable Income Taxes 188 28.10 % (76) (3.28) % NET INCOME 275 12.54 % (367) (5.22) % 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 acquisition. Premier recorded seven branches purchased from Nationsbank, adding approximately $116,000,000 in assets during the first three quarters 1995. EARNINGS PERFORMANCE Net income for the first nine months of 1995 was $6,658,000, a $367,000 or 5.22% decrease over the $7,025,000 earned for the same period in 1994 due largely to a decrease in security gains of $771,000. 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 nine months of 1995 decreased to $1.33 compared to $1.41 for the same period in 1994, with 4,987,802 average shares outstanding for the three and nine months ending September 30, 1995 and 1994, respectively. NET INTEREST INCOME Net interest income, before provision for loan losses for the nine months ended September 30, 1995, was $21,297,000, a $733,000, or 3.56% increase from $20,564,000 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) decreased 9 basis points to 4.11%. The tax-equivalent yield on earning assets increased from 7.97% in 1994 to 8.45%, or 48 basis points in 1995 while the rate paid on interest- bearing liabilities increased 57 basis points to 4.34%. The net yield (fully taxable equivalent) on earning assets decreased 3 basis points in 1995 to 4.70% compared to 4.73% in 1994. Yields on loans and fed funds sold increased 45 and 225 basis points while the yield on taxable investment securities increased 23 basis points and the yield on nontaxable remained the same. Average rates paid on demand deposits decreased by only 2 basis points while savings decreased 12 basis points. Rates on large denomination and other time deposit rates increased 71 and 83 basis points, respectively. The rate paid on short-term borrowings increased 260 basis points. Also, long- term debt was outstanding in 1995 with and average rate of 4.85% that did not exist in 1994. OTHER INCOME AND EXPENSES Total other income decreased $313,000 or 8.62% to $3,317,000 due largely to net security losses in 1995 of $104,000 compared to net security gains of $667,000 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 $338,000, or 23.06%, trust department income remained virtually the same, and other service charges commissions and fees increased $52,000, or 4.59%. Other operating income increased $67,000 largely due to an increase in gains on sales of foreclosed properties of $23,000 and an increase in safe deposit box income of $35,000. OTHER INCOME AND EXPENSES (Continued) Other expenses increased $1,250,000 or 8.83% over September 30, 1994. Salaries increased 6.16%, or $348,000 and employee benefits decreased $116,000 or 7.04%. The most significant changes in other operating expenses were an increases in data processing fees of $257,000, increased stationary and supplies expense of $240,000, postage of $94,000, accounting and auditing expense of $77,000, and an increase in bank franchise tax of $143,000. There was a substantial decrease of $307,000 in legal fees in the first nine months of 1995 compared to the same period of 1994 following the settlement of a suit which had been pending and accrued for in 1994. Also, because of the adjustment of the FDIC rate, FDIC assessment decreased $290,000 over last year. Due to the branch acquisitions, amortization of goodwill increased $230,000 for the first nine months of 1995 compared to 1994. Occupancy and furniture and fixtures costs increased $91,000 or 6.16%. Less significant increases and decreases account for the difference. INVESTMENTS, LOANS, AND DEPOSITS Largely due to the seven additional branches in 1995, net loans increased $32,100,000 or 8.90%, investments increased $26,879,000 or 11.61%, fed funds sold increased $21,190,000 or 122.91%, with an increase in total assets of $99,067,000 or 15.12% for the first nine months of 1995. Demand deposits, interest-bearing demand deposits, large denomination certificates and other time deposits increased 25.26%, 21.50%, 15.82%, and 31.83%, respectively. Savings decreased by 9.85% from December 1994. Short-term debt which includes fed funds purchased, repurchase agreements and short-term borrowings decreased $9,564,000 over year end 1994. Also, during the third quarter 1995, the parent company paid off $7,200,000 borrowed during the second quarter 1995 to provide additional capital to two of its affiliates. ALLOWANCE FOR LOAN AND LEASE LOSSES The allowance for loan and lease losses on September 30, 1995 was $5,635,000 compared to $5,844,000 at December 31, 1994, and $5,633,000 at September 30, 1994. The ratio of allowance for loan and lease losses to total loans net of unearned income was 1.41% at September 30, 1995. Charge-offs were $798,000 for the first nine months of 1995 compared to $587,000 for the same period in 1994. Recoveries of $274,000 were booked in the first nine months of 1995; $290,000 in 1994. Management believes the allowance is adequate at the September 30,1995 level with year to date provisions made of $315,000. CAPITAL RESOURCES Total stockholders equity or capital amounted to $69,658,000 at September 30, 1995. The leverage ratio at September 30, 1995 was 8.00%. LIQUIDITY AND INTEREST SENSITIVITY Almost the entire deposit base is made up of core deposits with only 7.83% of total deposits composed of certificates of deposit of $100,000 and over. At September 30, 1995, federal funds and investment securities maturing within one year amounted to $57,783,000, or 8.68% of total deposits. In addition, $111,057,000 of investment securities or 16.69% 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: November 13, 1995 BY /s/ James R.Wheeling James R. Wheeling,President Date: November 13, 1995 BY /s/ Ellen Simpson Ellen Simpson, Secretary (Accounting Officer)