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, 1996 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 June 30, 1996. Common stock, $2 par value - 6,650,083 shares. INDEX Page No. Part I. Financial Information: Item 1. Financial Statements Consolidated Balance Sheets - June 30, 1996 and December 31, 1995 3 Consolidated Statements of Income - Three and Six Months Ended June 30, 1996 and 1995 4 Consolidated Statements of Stockholders' Equity - Six Months Ended June 30, 1996 and 1995 5 Consolidated Statements of Cash Flows Six Months Ended June 30, 1996 and 1995 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, 1996 1995 ASSETS: Cash and Due From Banks $ 29,454 $ 28,957 Securities Held to Maturity (Approximate Market Value $31,287 in 1996; $34,014 in 1995) 30,658 33,348 Securities Available for Sale (Amortized Cost $208,468 in 1996 $233,545 in 1995) 205,567 234,183 Federal Funds Sold 12,150 24,105 Loans, Net of Unearned Income of $5,012 in 1996, $5,386 in 1995 and Allowance for Loan Losses of $5,329 in 1996 and $5,430 in 1995 439,502 400,569 Bank Premises and Equipment 17,151 17,242 Other Assets 22,595 23,631 TOTAL ASSETS $ 757,077 $ 762,035 LIABILITIES: Deposits: Demand $ 73,122 70,431 Interest-bearing Demand 84,935 89,558 Savings 136,926 141,142 Large Denomination Certificates of Deposit 53,775 52,839 Other Time 307,393 307,943 TOTAL DEPOSITS $ 656,151 $ 661,913 Short-term Debt 21,023 17,407 Other Liabilities 5,478 9,492 Long-term Debt TOTAL LIABILITIES $ 682,652 $ 688,812 SHAREHOLDERS' EQUITY: Capital Stock-Common-$2 Par 10,000,000 Authorized; 6,650,083 Shares Issued in 1996 and 1995 $ 13,300 $ 13,300 Surplus 18,696 18,704 Undivided Profits 44,377 40,818 Net Unrealized Gain (Loss) on Securities (1,948) 401 TOTAL STOCKHOLDERS' EQUITY $ 74,425 $ 73,223 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 757,077 $ 762,035 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, 1996 1995 1996 1995 INTEREST INCOME: Loans and Fees $ 10,514 $ 9,246 $ 20,674 $ 17,979 Federal Funds Sold 157 501 489 730 Securities Held to Maturity 972 1,542 1,980 2,501 Securities Held for Sale 2,574 1,749 5,266 4,027 Total Interest Income $ 14,217 $ 13,038 $ 28,409 $ 25,237 INTEREST EXPENSE: Demand Deposits $ 515 $ 489 $ 1,029 $ 951 Savings Deposits 1,012 1,185 2,080 2,419 Large Denomination Certificates of Deposit 746 672 1,484 1,262 Other Time Deposits 4,055 3,387 8,252 6,137 Short-term Debt 168 256 362 477 Long-term Debt 82 119 Total Interest Expense $ 6,496 $ 6,071 $ 13,207 $ 11,365 Net Interest Income $ 7,721 $ 6,967 $ 15,202 $ 13,872 ADDITION TO ALLOWANCE FOR LOAN AND LEASE LOSSES 115 127 150 315 Net Interest Income After Addition to Allowance for Loan and Lease Losses $ 7,606 $ 6,840 $ 15,052 $ 13,557 OTHER INCOME: Service Charges on Deposit Accounts $ 743 $ 547 $ 1,431 $ 1,056 Trust Department Income 59 78 100 117 Other Service Charges, Commissions and Fees 404 396 914 782 Other Operating Income 112 94 222 211 Security Gains (Losses) (101) (113) (135) (153) Total Other Income $ 1,217 $ 1,002 $ 2,532 $ 2,013 OTHER EXPENSES: Salaries $ 2,142 $ 2,026 $ 4,410 $ 3,948 Employee Benefits 470 500 1,055 985 Occupancy Expenses 300 195 617 420 Furniture and Equipment Expenses 334 292 643 591 Other Operating Expenses 2,007 2,164 3,946 4,051 Total Other Expense $ 5,253 $ 5,177 $ 10,671 $ 9,995 Income Before Income Taxes $ 3,570 $ 2,665 $ 6,913 $ 5,575 Applicable Income Taxes 920 677 1,760 1,385 Net Income $ 2,650 $ 1,988 $ 5,153 $ 4,190 NET INCOME PER SHARE $ 0.39 $ 0.30 $ 0.77 $ 0.63 CASH DIVIDENDS PER SHARE $ 0.12 $ 0.105 $ 0.24 $ 0.21 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, 1996 1995 Balance at Beginning of Year $ 73,223 $ 60,293 Net Income 5,153 4,190 Cash Dividends Declared (1,596) (1,396) Other (7) Change in Valuation Allowance for Securities (2,348) 4,669 Balance at End of Period $ 74,425 $ 67,756 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) Six Months Ended June 30, 1996 1995 CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $ 5,153 $ 4,190 Adjustments to Reconcile Net Income to Cash Provided by Operating Activities: Depreciation and Amortization of Premises and Equiment 607 488 Provision for Loan Losses 150 315 Amortization of: Goodwill and Intangibles 296 221 Premiums and Accretion of Discounts, Net 556 230 Security Gains (Losses) 135 153 Increase in Other Assets 744 (10,460) Increase in Other Liabilities (4,014) 2,725 Net Cash Provided by Operating Activities $ 3,627 $ (2,138) CASH FLOWS FROM INVESTING ACTIVITIES: Net Decrease in Temporary Investments $ 11,955 $ (38,764) Sale of Securities Available for Sale 23,011 11,616 Maturities of Securities Available for Sale 28,687 5,471 Purchases of Securities Available for Sale (23,778) (17,215) Maturities of Securities Held to Maturity 1,690 7,367 Purchase of Securities Held to Maturity (1,352) (17,560) Sale of Foreclosed Properties Net Increase in Customer Loans (39,083) (23,795) Premises and Equipment Expenditures (1,043) (2,866) Sales of Premises and Equipment 523 620 Net Cash (Used) in Provided by Investing Activities $ 610 $ (75,126) CASH FLOWS FROM FINANCING ACTIVITIES: Net Decrease in Demand Deposits, Now and Savings Accounts $ (6,148) $ 10,234 Net Increase in Time Deposits 386 76,293 Borrowings of Long-term Debt 7,000 Net Decrease in Short-term Debt 3,616 (4,219) Cash Dividends Paid (1,594) (1,396) Net Cash Provided by (Used) in Financing Activities $ (3,740) $ 87,912 Net Increase in Cash and Due from Banks $ 497 $ 10,648 CASH AND DUE FROM BANKS: Beginning 28,957 19,475 Ending $ 29,454 $ 30,123 Supplemental Disclosures of Cash Flow Information: Cash Payments for Interest Paid: To Depositors $ 13,476 $ 10,838 On Federal Funds Purchased and Securities Sold Under Agreement to Repurchase $ 363 $ 392 Income Taxes $ 1,150 $ 988 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, 1996, and December 31, 1995, and the results of operations and cash flows for the six months ended June 30, 1996 and 1995. The results of operations for the six months ended June 30, 1996, 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, 1996 Gross Gross Estimated Amortized Unrealized Unrealized Market Cost Gains Losses Value (In Thousands of Dollars) Obligations of States and Political Subdivisions $ 30,658 $ 877 $ 248 $ 31,287 $ 30,658 $ 877 $ 248 $ 31,287 December 31, 1995 Gross Gross Estimated Amortized Unrealized Unrealized Market Cost Gains Losses Value (In Thousands of Dollars) Obligations of States and Political Subdivisions $ 33,282 $ 844 $ 178 $ 33,948 Other Debt Securities 66 66 $ 33,348 $ 844 $ 178 $ 34,014 2. Investment Securities (continued) Amortized cost and carrying amount (estimated fair value) of securities available for sale are summarized as follows: June 30, 1996 Gross Gross Estimated Amortized Unrealized Unrealized Market Cost Gains Losses Value (In Thousands of Dollars) U.S. Treasury Securities $ 8,437 $ 1 $ 35 $ 8,403 U.S. Government Agencies and Corporations 71,061 9 1,049 70,021 Obligations of States and Political Subdivisions 47,240 680 140 47,780 Corporate Securities 11,047 3 14 11,036 Mortgage-backed Securities 63,289 5 2,109 61,185 Marketable Equity 1,596 201 1,395 Other Debt Securities 5,798 1 52 5,747 $ 208,468 $ 699 $ 3,600 $ 205,567 December 31, 1995 Gross Gross Estimated Amortized Unrealized Unrealized Market Cost Gains Losses Value (In Thousands of Dollars) U.S. Treasury Securities $ 10,492 $ 62 $ $ 10,554 U.S. Government Agencies and Corporations 107,857 471 425 107,903 Obligations of States and Political Subdivisions 52,022 1,355 128 53,249 Corporate Securities 13,700 97 5 13,792 Mortgage-backed Securities 46,084 46 693 45,437 Marketable Equity 1,596 1 131 1,466 Other Debt Securities 1,794 1 13 1,782 $ 233,545 $ 2,033 $ 1,395 $ 234,183 Six Months Ended June 30, 1996 1995 (In Thousands of Dollars) Gross proceeds from sales of Securities $ 23,011 11,616 Gross Gains on Sale of Securities $ 81 $ 30 Gross Losses on Sale of Securities 216 183 Net Securities Losses $ (135) $ (153) 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, 1996 1995 (In Thousands of Dollars) Commercial, Financial, and Agricultural $ 153,176 $ 132,601 Real Estate - Construction 14,830 12,393 Real Estate - Mortgage 177,619 165,900 Loans to Individuals 97,487 97,554 Others 6,731 2,937 449,843 411,385 Less Unearned Income (5,012) (5,386) 444,831 405,999 Less Allowance for Loan and Lease Losses (5,329) (5,430) $ 439,502 $ 400,569 The following schedule summarizes the changes in the allowance for loan and lease losses: June 30, June 30, December 31, 1996 1995 1995 (In Thousands of Dollars) Balance, Beginning $ 5,430 $ 5,844 $ 5,844 Provision Charged Against Income 150 315 315 Recoveries 197 211 314 Loans Charged Off (448) (521) (1,043) Balance, Ending $ 5,329 $ 5,849 $ 5,430 Nonperforming assets consist of the following: June 30, December 31, 1996 1995 (In Thousands of Dollars) Nonaccrual Loans $ 1,737 $ 1,925 Restructured Loans 715 714 Nonperforming Loans 2,452 2,639 Foreclosed Properties 962 881 Nonperforming Assets $ 3,414 $ 3,520 Total loans past due 90 days or more and still accruing were $2,069 on June 30, 1996 and $1,548 on December 31, 1995. 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, 1996 1995 (In Thousands of Dollars) Federal Funds Purchased and Securities Sold $ 21,023 $ 17,407 Under Agreements to Repurchase Total Short-term Debt $ 21,023 $ 17,407 5. Long-term Debt The long-term note dated 9/16/94 was paid off in December, 1995. As a result, there was no long-term debt outstanding as of June 30, 1996 or December 31, 1995. 6. Earnings Per Share Earnings per share are computed on the weighted average common shares outstanding of 6,650,083 for the six months ended June 30, 1996 and 1995, respectively. 7. Capital Requirements A comparison of the Company's capital as of June 30, 1996 with the minimum requirements is presented below. Minimum Actual Requirements Tier I Risk-based Capital 13.42 % 4.00 % Total Risk-based Capital 14.51 % 8.00 % Leverage Ratio 8.68 % 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) 1996 Second First Quarter Quarter Interest Income $ 14,217 $ 14,192 Interest Expense 6,496 6,711 Net Interest Income 7,721 7,481 Provision for Loan Losses 115 35 Net Income 2,650 2,503 Per Share Data: Net Income 0.39 0.38 Cash Dividends Paid 0.12 0.12 Total Average Stockholders' Equity $ 73,879 $ 73,987 Total Average Assets $ 758,564 $ 759,329 Ratios: Average Stockholders' Equity to Total Average Assets 9.74 % 9.74 % Return on Average Equity 14.35 % 13.53 % Return on Average Assets 1.40 % 1.32 % 1995 Fourth Third Second First Quarter Quarter Quarter Quarter Interest Income $ 14,125 $ 14,281 $ 13,038 $ 12,199 Interest Expense 6,802 6,856 6,071 5,294 Net Interest Income 7,323 7,425 6,967 6,905 Provision for Loan Losses 127 188 Net Income 2,553 2,468 1,988 2,202 Per Share Data: Net Income 0.39 0.37 0.30 0.33 Cash Dividends Paid 0.115 0.105 0.105 0.105 Total Average Stockholders' Equity $ 70,387 $ 68,803 $ 62,968 $ 59,938 Total Average Assets $ 756,507 $ 755,186 $ 681,947 $ 653,074 Ratios: Average Stockholders'Equity to Total Average Assets 9.30 % 9.11 % 9.23 % 9.18 % Return on Average Equity 14.51 % 14.35 % 12.63 % 14.70 % Return on Average Assets 1.35 % 1.31 % 1.17 % 1.35 % 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, 1996 and 1995. Nonaccruing loans are included in the total loans. 1996 1995 Average Interest Yield/ Average Interest Yield / Balance And Fees Rate Balance And Fees Rate (In Thousands of Dollars) (In Thousands of Dollars) Interest-earning Assets: Loans and Leases $425,366 $ 20,674 9.72 % $374,508 $ 17,979 9.60% Taxable Investment Securities 180,579 5,266 5.83 150,794 4,608 6.11 Nontaxable Investment Securities 76,694 2,909 7.59 72,423 2,909 8.03 Interest-bearing Deposits with Other Banks Federal Funds Sold and Securities Purchased Under Agreement to Resell 18,041 489 5.42 25,392 730 5.75 Total Interest-earning Assets $700,680 $ 29,338 8.37 % $623,117 $ 26,226 8.42 % Noninterest-earning Assets: Cash and Noninterest- bearing Deposits $ 24,258 $ 24,626 Premises and Equipment, Net 17,196 14,508 Other Assets 22,145 11,230 Less Allowance for Loan and Lease Losses (5,333) (5,969) Total Assets $758,946 $667,512 Liabilities and Stockholders'Equity Interest-bearing Liabilities: Demand Deposits $ 83,367 $ 1,029 2.47 % $ 68,188 $ 951 2.79 % Savings Deposits 139,132 2,080 2.99 148,735 2,419 3.25 Large Denomination Certificates of Deposit 54,226 1,484 5.47 50,055 1,262 5.04 Other Time Deposits 309,978 8,252 5.32 249,035 6,137 4.93 Short-term Borrowings 16,109 362 4.49 17,731 477 5.38 Long-term Debt 4,292 119 5.55 Total Interest-bearing Liabilities $602,812 $ 13,207 4.38% $ 538,036 $11,365 4.22 % Noninterest-bearing Liabilities: Demand Deposits 75,606 70,086 Other Liabilities 6,595 (2,065) Stockholders' Equity 73,933 61,455 Total Liabilities and Stockholders' Equity $758,946 $667,512 Net Interest Differential 3.99 % 4.20 % Net Interest Earnings $ 16,131 $ 14,861 Net Yield on Interest-earning Assets 4.60 % 4.77 % TABLE III A summary of the increases and decreases of the items included in the Consolidated Statements of Income are shown below: Net Increase (Decreases) Three Months Ended Six Months Ended June 30, June 30, 1996 and 1995 1996 and 1995 (In Thousands of Dollars) Amount Percent Amount Percent INTEREST INCOME: Interest and Fees on Loans $ 1,268 13.71 % $ 2,695 14.99 % Federal Funds Sold (344) (68.66) % (241) (33.01) % Interest on Investments Held to Maturity Nontaxable (570) (36.96) % (521) (20.83) % Interest on Securities Held for Sale, Taxable 825 47.16 % 1,239 30.77 % Total Interest Income 1,179 9.04 % 3,172 12.57 % INTEREST EXPENSE: Demand Deposits 26 5.32 % 78 8.20 % Savings Deposits (173) (14.60) % (339) (14.01) % Large Denomination Certificates of Deposits 74 11.01 % 222 17.59 % Other Time Deposits 668 19.72 % 2,115 34.46 % Short-term Debt (88) (34.38) % (115) (24.11) % Long-term Debt (82) (100.00) % (119) (100.00) % Total Interest Expense 425 7.00 % 1,842 16.21 % Net Interest Income 754 10.82 % 1,330 9.59 % ADDITION TO ALLOWANCE FOR LOAN LEASE LOSSES (12) (9.45) % (165) (52.38) % Net Interest Income After Addition to Allowance for Loan and Lease Losses 766 11.20 % 1,495 11.03 % OTHER INCOME: Service Charges on Deposit Accounts 196 35.83 % 375 35.51 % Trust Department Income (19) (24.36) % (17) (14.53) % Other Service Charges, Commissions and Fees 8 2.02 % 132 16.88 % Other Operating Income 18 19.15 % 11 5.21 % Security Gains (Losses) 12 10.62 % 18 11.76 % Total Other Income 215 21.46 % 519 25.78 % OTHER EXPENSES: Salaries 116 5.73 % 462 11.70 % Employees Benefits (30) (6.00) % 70 7.11 % Occupancy Expenses 105 53.85 % 197 46.90 % Furniture and Equipment Expenses 42 14.38 % 52 8.80 % Other Operating Expenses (157) (7.26) % (105) (2.59) % Total Other Expense 76 1.47 % 676 6.76 % Income Before Income Taxes 905 33.96 % 1,338 24.00 % Applicable Income Taxes 243 35.89 % 375 27.08 % NET INCOME $ 662 33.30 %$ 963 22.98 % 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 six months of 1996 was $5,153,000, a $963,000, or 22.98% increase over the $4,190,000 earned for the same period in 1995. This increase was largely the result of an increase in net interest income of $1,330,000. On a per share basis, net income for the first six months of 1996 increased to $0.77 compared to $0.63 for the same period in 1995, with 6,650,083 average shares outstanding for both the six months ending June 30, 1996 and 1995, respectively. NET INTEREST INCOME Net interest income, before provision for loan losses for the six months ended June 30, 1996, was $15,202,000, a $1,330,000, or 9.59% increase from $13,872,000 recorded for the same period of 1995. 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 21 basis points to 3.99%. The tax-equivalent yield on earning assets decreased from 8.42% in 1995 to 8.37%, or 5 basis points in 1996 while the rate paid on interest-bearing liabilities increased 16 basis points to 4.38%. The net yield (fully taxable equivalent) on earning assets decreased 17 basis points in 1996 to 4.60% compared to 4.77% in 1995. Yields on loans increased 12 basis points from 9.60% to 9.72% with the average balance increasing $50,858,000 over 1995. The average yield on taxable and nontaxable investment securities decereased 28 and 44 basis points, while the average balances increased $29,785,000 and $4,271,000, respectively. The average rate earned on fed funds dropped 33 basis points in 1996 when compared to 1995, while the average balance decreased $7,351,000. The average rates paid on demand deposits and savings decreased by 32 and 26 basis points, respectively. Rates on large denomination and other time deposit rates increased 43 and 39 basis points, respectively. The rate paid on short-term borrowings decreased 89 basis points. The long-term debt outstanding in as of June 1995 was paid off in December 1995 and no other currently exists. The average balance of interest-bearing liabilities increased $64,776,000 over June 1995. The increased volume of earning assets and liabilities in 1996 over 1995 was largely due to the purchase of the seven NationsBank branches. OTHER INCOME AND EXPENSES Total other income increased $519,000 or 25.78% to $2,532,000 almost entirely due to an increase in service charges on deposit accounts of $375,000 and an increase in other service charges, commissions and fees of $132,000. These increases were due in part to the increased volume of loans and deposits and the restructuring and standardization in 1995 of deposit accounts and service charges. Net security losses in 1996 were $135,000 compared to net losses of $153,000 in 1995. Trust department income was $100,000 for the six months ended June 30, 1996, compared to $117,000 for the same period of 1995. OTHER INCOME AND EXPENSES (Continued) Other expenses increased $676,000 or 6.76% over June 30, 1995. Of this increase, salaries and employee benefits accounted for $462,000 and $70,000, respectively; occupancy and furniture and equipment expenses for $197,000 and $52,000, respectively. As mentioned earlier, these increased expenses were impacted by the purchase of the seven additional branches during 1995. The most significant changes in other operating expenses were a decrease in FDIC assessments of $652,000 and an increase in the amortization of goodwill of $244,000, which resulted from the branch acquisitions. Less significant increases and decreases account for the difference. INVESTMENTS, LOANS, AND DEPOSITS Net loans increased $38,933,000, or 9.72%, while investments decreased $31,306,000 (11.70%), fed funds sold decreased $11,955,000 and cash and due from banks decreased $497,000 from December 1995. Total assets decreased $4,958,000. Demand deposits and large denomination certificates of deposit increased by $2,691,000, $936,000, respectively. Interest-bearing demand, savings, and other time deposits decreased $4,623,000, $4,216,000 and $550,000 from December 1995. Short-term debt, which includes fed funds purchased and repurchase agreements, increased $3,616,000 over year end 1995. ALLOWANCE FOR LOAN AND LEASE LOSSES The allowance for loan and lease losses on June 30, 1996 was $5,329,000 compared to $5,430,000 at December 31, 1995, and $5,849,000 at June 30, 1995. The ratio of allowance for loan and lease losses to total loans net of unearned income was 1.20% at June 30, 1996. Charge- offs were $448,000 for the first six months of 1996 compared to $521,000 for the same period in 1995. Recoveries of $197,000 were booked in the first six months of 1996; $211,000 in 1995. Management believes the allowance is adequate at the June 30,1996 level, with year to date provisions made of $150,000. CAPITAL RESOURCES Total stockholders equity or capital amounted to $74,425,000 at June 30, 1996. The leverage ratio at March 31, 1996 was 8.68%. LIQUIDITY AND INTEREST SENSITIVITY Almost the entire deposit base is made up of core deposits with only 8.20% of total deposits composed of certificates of deposit of $100,000 and over. At June 30, 1996, federal funds and investment securities maturing within one year amounted to $41,354,000, or 6.30% of total deposits. In addition, $89,463,000 of investment securities or 13.63% 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 15, 1996 BY /s/ James R. Wheeling James R. Wheeling, President Date: August 15, 1996 BY /s/ Ellen Simpson Ellen Simpson, Secretary (Accounting Officer)