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 March 31, 1997 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 March 31, 1997. Common stock, $2 par value - 6,650,083 shares. INDEX Page No. Part I. Financial Information: Item 1. Financial Statements Consolidated Balance Sheets - March 31, 1997 and December 31, 1996 3 Consolidated Statements of Income - Three Months March 31, 1997 and 1996 4 Consolidated Statements of Stockholders' Equity - Three Months Ended March 31, 1997 and 1996 5 Consolidated Statements of Cash Flows Three Months Ended March 31, 1997 and 1996 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 14-16 Part II. Other Information: Item 1. Legal Proceedings 17 Item 2. Changes in Securities 17 Item 3. Defaults Upon Senior Securities 17 Item 4. Submission of Matters to a Vote of 17 Item 5. Security Holders Other Information 17 Item 6. Exhibits and Reports on Form 8-K 17 ITEM 1. FINANCIAL INFORMATION: PREMIER BANKSHARES CORPORATION AND AFFILIATES CONSOLIDATED BALANCE SHEETS (In Thousands of Dollars) March 31, December 31, 1997 1996 ASSETS: Cash and Due From Banks $ 26,544 $ 28,086 Securities Held to Maturity (Approximate Market Value $28,850 in 1997; $34,192 in 1996) 28,604 33,789 Securities Available for Sale (Amortized Cost $151,505 in 1997) $158,896 in 1996) 148,679 157,306 Federal Funds Sold 15,281 9,130 Loans, Net of Unearned Income of $3,619 in 1997, $4,430 in 1996 and Allowance for Loan Losses Of $5,576 in 1997 and $5,713 in 1996 502,736 492,215 Bank Premises and Equipment 16,950 17,483 Other Assets 22,701 23,095 TOTAL ASSETS $ 761,495 $ 761,104 LIABILITIES: Deposits: Demand $ 82,247 82,013 Interest-bearing Demand 89,038 86,844 Savings 136,306 134,980 Large Denomination Certificates of Deposit 56,157 51,972 Other Time 303,164 309,989 TOTAL DEPOSITS $ 666,912 $ 665,798 Short-term Debt 8,499 10,347 Other Liabilities 6,829 6,394 Long-term Debt TOTAL LIABILITIES $ 682,240 $ 682,539 SHAREHOLDERS' EQUITY: Capital Stock-Common-$2 Par 10,000,000 Authorized; 6,650,083 Shares Issued in 1997 and 1996 $ 13,300 $ 13,300 Surplus 18,696 18,696 Undivided Profits 49,154 47,646 Net Unrealized Gain (Loss) on Securities (1,895) (1,077) TOTAL STOCKHOLDERS' EQUITY $ 79,255 $ 78,565 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 761,495 $ 761,104 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 March 31, 1997 1996 INTEREST INCOME: Loans and Fees $ 11,721 $ 10,160 Federal Funds Sold 203 332 Securities Held to Maturity 933 1,008 Securities Held for Sale 1,636 2,692 Total Interest Income $ 14,493 $ 14,192 INTEREST EXPENSE: Demand Deposits $ 507 $ 514 Savings Deposits 980 1,068 Large Denomination Certificates of Deposit 757 738 Other Time Deposits 3,814 4,197 Short-term Debt 106 194 Total Interest Expense $ 6,164 $ 6,711 Net Interest Income $ 8,329 $ 7,481 ADDITION TO ALLOWANCE FOR LOAN AND LEASE LOSSES 140 35 Net Interest Income After Addition to Allowance for Loan and Lease Losses $ 8,189 $ 7,446 OTHER INCOME: Service Charges on Deposit Accounts $ 669 $ 688 Trust Department Income 60 41 Other Service Changes, Commissions and Fees 403 510 Other Operating Income 165 110 Security Gains (Losses) 4 (34) Total Other Income $ 1,301 $ 1,315 OTHER EXPENSES: Salaries $ 2,384 $ 2,268 Employee Benefits 539 585 Occupancy Expenses 317 317 Furniture and Equipment Expenses 322 309 Other Operating Expenses 2,456 1,939 Total Other Expense $ 6,018 $ 5,418 Income Before Income Taxes $ 3,472 $ 3,343 Applicable Income Taxes 1,033 840 Net Income $ 2,439 $ 2,503 NET INCOME PER SHARE $ 0.37 $ 0.38 CASH DIVIDENDS PER SHARE $ 0.14 $ 0.12 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) Three Months Ended March 31, 1997 1996 Balance at Beginning of Year $ 78,565 $ 73,223 Net Income 2,439 2,503 Cash Dividends Declared (931) (798) Other (7) Change in Valuation Allowance for (818) (1,490) Securities Balance at End of Period $ 79,255 $ 73,431 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 March 31, 1997 1996 CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $ 2,439 $ 2,503 Adjustments to Reconcile Net Income to Cash Provided by Operating Activities: Depreciation and Amortization of Premises and Equipment 304 299 Provision for Loan Losses 140 35 Amortization of: Goodwill and Intangibles 278 249 Premiums and Accretion of Discounts, Net 211 264 Sale of Originated Loans 325 Security (Gains) Losses (4) 34 Decrease (Increase) in Other Assets 118 (378) Increase (Decrease) in Other Liabilities 435 (2,449) Net Cash Provided by Operating Activities $ 4,256 $ 557 CASH FLOWS FROM INVESTING ACTIVITIES: Net (Incrase) Decrease in Temporary Investments $ (6,151) $ 8,901 Sale of Securities Available for Sale 1,475 8,128 Maturities of Securities Available for Sale 10,125 (28,464) Purchases of Securities Available for Sale (3,981) 9,374 Maturities of Securities Held to Maturity 5,168 1,794 Purchase of Securities Held to Maturity Net Increase in Customer Loans (10,986) (20,448) Premises and Equipment Expenditures (83) (230) Sales of Premises and Equipment 310 20 Net Cash (Used in) Provided by Investing Activities $ (4,123) $(7,867) CASH FLOWS FROM FINANCING ACTIVITIES: Net Increase (Decrease) in Demand Deposits, Now and Savings Accounts $ 3,784 $ (489) Net (Decrease) Increase in Time Deposits (2,640) 3,675 Borrowings of Long-term Debt Payments on Long-term Debt Net Decrease in Short-term Debt (1,848) (503) Cash Dividends Paid (931) (797) Net Cash Provided by (Used in) Financing Activities $ (1,665) $ 1,886 Net Increase in Cash and Due from Banks $ (1,542) $ (5,424) CASH AND DUE FROM BANKS: Beginning 28,086 28,957 Ending $ 26,544 $ 23,533 Supplemental Disclosures of Cash Flow Information: Cash Payments for Interest Paid: To Depositors $ 6,119 $ 4,598 On Federal Funds Purchased and Securities Sold Under Agreement to Repurchase $ 107 $ 194 Income Taxes $ 1,047 $ 124 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 March 31, 1997, and December 31, 1996, and the results of operations and cash flows for the three months ended March 31, 1997 and 1996. The results of operations for the three months ended March 31, 1997, 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: March 31, 1997 Gross Gross Estimated Amortized Unrealized Unrealized Market Cost Gains Losses Value (In Thousands of Dollars) U.S. Treasury Securities $ $ $ $ U.S. Government Agencies and Corporations 28,064 398 152 28,850 Obligations of States and Political Subdivisions Other Debt Securities $ 28,064 $ 398 $ 152 $ 28,850 December 31, 1996 Gross Gross Estimated Amortized Unrealized Unrealized Market Cost Gains Losses Value (In Thousands of Dollars) U.S. Treasury Securities $ 100 2 98 U.S. Government Agencies and Corporations 1,950 1 18 1,933 Obligations of States and Political Subdivisions 30,412 607 200 30,819 Other Debt Securities 1,327 17 2 1,342 $ 33,789 625 222 34,192 2. Investment Securities (continued) Amortized cost and carrying amount (estimated fair value) of securities available for sale are summarized as follows: March 31, 1997 Gross Gross Estimated Amortized Unrealized Unrealized Market Cost Gains Losses Value (In Thousands of Dollars) U.S. Treasury Securities $ 6,052 $ $ 45 $ 6,007 U.S. Government Agencies and Corporations 41,873 909 40,964 Obligations of States and Political Subdivisions 42,223 592 92 42,723 Corporate Securities 1,032 5 1,027 Mortgage-backed Securities 52,086 2,168 49,918 Marketable Equity 1,596 193 1,403 Other Debt Securities 6,643 17 23 6,637 $ 151,505 $ 609 $ 3,435 $ 143,679 March 31, 1996 Gross Gross Estimated Amortized Unrealized Unrealized Market Cost Gains Losses Value (In Thousands of Dollars) U.S. Treasury Securities $ 6,947 $ 19 $ 5 $ 6,961 U.S. Government Agencies and Corporations 43,074 5 561 42,518 Obligations of States and Political Subdivisions 42,590 809 156 43,243 Corporate Securities 2,282 1 5 2,278 Mortgage-backed Securities 58,546 38 1,591 56,993 Marketable Equity 2,281 7 171 2,117 Other Debt Securities 3,176 20 3,196 $ 158,896 $ 899 $ 2,489 $ 157,306 Three Months Ended March 31, 1996 1995 (In Thousands of Dollars) Gross proceeds from sales of securities $ 1,475 $ 8,128 Gross Gains on Sale of Securities $ 4 $ 28 Gross Losses on Sale of Securities (62) Net Securities Losses $ 4 $ (34) 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: March 31, December 31, 1997 1996 (In Thousands of Dollars) Commercial, Financial, and Agricultural $ 96,138 $ 159,572 Real Estate - Construction 19,452 17,321 Real Estate - Mortgage 295,785 219,342 Loans to Individuals 94,718 99,807 Others 5,838 6,316 511,931 502,358 Less Unearned Income (3,619) (4,430) 508,312 497,928 Less Allowance for Loan and Lease Losses (5,576) (5,713) $ 502,736 $ 492,215 The following schedule summarizes the changes in the allowance for loan and lease losses: March 31, March 31, December 31, 1997 1996 1996 (In Thousands of Dollars) Balance, Beginning $ 5,713 $ 5,430 $ 5,430 Provision Charged Against Income 140 35 880 Changes Incident to Merger 150 Recoveries 42 61 323 Loans Charged Off (319) (250) (1,070) Balance, Ending $ 5,576 $ 5,276 $ 5,713 Nonperforming assets consist of the following: March 31, December 31, 1997 1996 (In Thousands of Dollars) Nonaccrual Loans $ 1,443 $ 888 Restructured Loans 1,033 1,078 Nonperforming Loans 2,476 1,966 Foreclosed Properties 684 718 Nonperforming Assets $ 3,160 $ 2,684 Total loans past due 90 days or more and still accruing were $2,701 on March 31, 1997 and $ 2,520 on December 31, 1996. PREMIER BANKSHARES CORPORATION AND AFFILIATES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued 4. Short-term Debt Short-term debt consists of the following: March 31, December 31, 1997 1996 (In Thousands of Dollars) Federal Funds Purchased and Securities Sold Under Agreements to Repurchase $ 8,499 $ 10,347 Total Short-term Debt $ 8,499 $ 10,347 5. Long-term Debt There was no long-term debt outstanding as of March 31, 1997. 6. Earnings Per Share Earnings per share are computed on the weighted average common shares outstanding of 6,650,083 for the three months ended March 31, 1997 and 1996, respectively. 7. Capital Requirements A comparison of the Company's capital as of March 31, 1997 with the minimum requirements is presented below. Minimum Actual Requirements Tier I Risk-based Capital 14.30 % 4.00 % Total Risk-based Capital 15.44 % 8.00 % Leverage Ratio 9.34 % 4.00 % TABLE I Consolidated Selected Financial Data (Amounts in thousands, except per share data) 1997 Interest Income $ 14,493 Interest Expense 6,164 Net Interest Income 8,329 Provision for Loan Losses 140 Net Income 2,439 Per Share Data: Net Income 0.37 Cash Dividends Paid 0.14 Total Average Stockholders' Equity $ 79,915 Total Average Assets $ 760,535 Ratios: Average Stockholders' Equity to Total Average Assets 10.51 % Return on Average Equity 12.21 % Return on Average Assets 1.28 % 1996 Fourth Third Second First Quarter Quarter Quarter Quarter Interest Income $ 14,319 $ 14,366 $ 14,217 $ 14,192 Interest Expense 6,164 6,298 6,496 6,711 Net Interest Income 8,155 8,068 7,721 7,481 Provision for Loan Losses 505 225 115 35 Net Income 2,298 2,700 2,650 2,503 Per Share Data: Net Income 0.35 0.41 0.39 0.38 Cash Dividends Paid 0.12 0.12 0.12 0.12 Total Average Stockholders' Equity 78,344 75,148 $73,879 73,987 Total Average Assets $ 747,757 $ 744,853 $ $758,564 $ 759,329 Ratios: Average Stockholders' Equity to Total Average Assets 10.48 % 10.09 % 9.74 % 9.74 % Return on Aververage Equity 11.73 % 14.37 % 14.35 % 13.53 % Return on Average Assets 1.23 % 1.45 % 1.40 % 1.32 % 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 three months ended March 31, 1997 and 1996. Nonaccruing loans are included in the total loans. 1997 1996 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 $502,546 $ 11,759 9.36 %$413,270 $ 10,160 9.83% Taxable Investment Securities 114,586 1,689 5.90 185,591 2,692 5.80 Nontaxable Investment Securities 69,511 1,333 7.67 77,871 1,527 7.84 Interest-bearing Deposits with Other Banks Federal Funds Sold and Securities Purchased Under Agreements to Resell 15,761 203 5.15 23,868 332 5.56 Total Interest-earning Assets $702,404 $ 14,984 8.53 %$700,600 $ 14,711 8.40% Noninterest-earning Assets: Cash and Noninterest- bearing Deposits $ 24,011 $ 23,343 Premises and Equipment, Net 17,380 17,194 Other Assets 22,440 23,597 Less Allowance for Loan and Lease Losses (5,700) (5,405) Total Assets $760,535 $759,329 Liabilities and Stockholders' Equity Interest-bearing Liabilities: Demand Deposits $ 87,576 $ 507 2.32 %$ 83,140 $ 514 2.47% Savings Deposits 134,948 980 2.90 140,507 1,068 3.04 Large Denomination Certificates of Deposit 55,190 757 5.49 53,813 738 5.49 Other Time Deposits 305,512 3,814 4.99 310,963 4,197 5.40 Short-term Borrowings 9,948 106 4.26 16,290 194 4.76 Long-term Debt Total Interest-bearing Liabilities $593,174 $ 6,164 4.16 %$604,713 $ 6,711 4.44% Noninterest-bearing Liabilities: Demand Deposits 81,033 73,519 Other Liabilities 6,413 7,110 Stockholders' Equity 79,915 73,987 Total Liabilities and Stockholders' Equity $760,535 $759,329 Net Interest Differential 4.37 % 3.96% Net Interest Earnings $ 8,820 $ 8,000 Net Yield on Interest-earning Assets 5.02 % 4.57% 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 March 31, 1997 and 1996 (In Thousands of Dollars) Amount Percent INTEREST INCOME: Interest and Fees on Loans $ 1,561 15.36 % Federal Funds Sold (129) (38.86) Interest on Investments Held to Maturity Nontaxable (75) (7.44) Interest on Securities Held for Sale, Taxable (1,056) (39.23) Total Interest Income 301 2.12 INTEREST EXPENSE: Demand Deposits (7) (1.36) Savings Deposits (88) (8.24) Large Denomination Certificates of Deposits 19 2.57 Other Time Deposits (383) (9.13) Short-term Debt (88) (45.36) Long-term Debt 0 0 Total Interest Expense (547) (8.15) Net Interest Income 848 11.34 ADDITION TO ALLOWANCE FOR LOAN LEASE LOSSES 105 300.00 Net Interest Income After Addition to Allowance for Loan and Lease Losses 743 9.98 OTHER INCOME: Service Charges on Deposit Accounts (19) (2.76) Trust Department Income 19 46.34 Other Service Charges, Commissions and Fees (107) (20.98) Other Operating Income 55 50.00 Security Gains (Losses) 38 N/A Total Other Income (14) (1.06) OTHER EXPENSES: Salaries 116 5.11 Employees Benefits (46) (7.86) Occupancy Expenses 0 0 Furniture and Equipment Expenses 13 4.21 Other Operating Expenses 517 26.66 Total Other Expense 600 11.07 Income Before Income Taxes 129 3.86 Applicable Income Taxes 193 22.98 NET INCOME $ (64) (2.56) % 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 and began operating a new non-bank trust subsidiary, Premier Trust Company in January 1995. 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 three months of 1997 was $2,439,000, a $64,000, or 2.56% decrease over the $2,503,000 earned for the same period in 1996. This decrease was largely the result of two nonrecurring expenses (exercise of director and officer stock options and loss on sale of former bank premises, explained below) along with increased provisions for loan losses which, together, offset an increase in net interest income. Other less significant increases and decreases accounted for the difference. On a per share basis, net income for the first three months of 1997 decreased to $0.37 compared to $0.38 for the same period in 1996. There were 6,650,083 average shares outstanding for both the three months ending March 31, 1997 and 1996, respectively. NET INTEREST INCOME Net interest income, before provision for loan losses for the three months ended March 31, 1997 was $8,329,000 compared to $7,481,000 in 1996, an increase of $848,000, or 11.34%. 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 41 basis points for the three months ended March 31, 1997 to 4.37% compared to the same period in 1996. The tax- equivalent yield on earning assets increased from 8.40% in 1996 to 8.53%, or 13 basis points in 1997 while the rate paid on interest- bearing liabilities decreased 28 basis points to 4.16% compared to 4.44% in 1996. The net yield (fully taxable equivalent) on earning assets increased 45 basis points in 1997 to 5.02% compared to 4.57% in 1996. Yields on loans decreased 47 basis points to 9.36% with the average balance increasing $89,276,000 over 1996. The average yield on taxable investment securities increased 10 basis points while the yield on nontaxable securities decreased 17 basis points; the average balances decreased $71,005,000 and $8,360,000, respectively. The average rate earned on fed funds dropped 41 basis points in 1997 when compared to 1996, while the average balance decreased $8,107,000. The average rates paid on demand deposits and savings decreased by 15 and 14 basis points, respectively. Rates on large denomination deposits remained the same while other time deposit rates decreased 41 basis points. The rate paid on short-term borrowings decreased 50 basis points. Premier had no long- term debt in 1997 or 1996. The average balance of interest-bearing liabilities decreased $11,539,000 over March 1996; average interest earning assets increased only $1,804,000. OTHER INCOME AND EXPENSES Total other income decreased only $14,000 for the period, or 1.06%, to $1,301,000. Service charges on deposit accounts decreased $19,000 (2.76%), trust department income increased $19,000 (46.34%), other service charges commissions and fees decreased $107,000, or 20.98% (due primarily to origination fees on the large loan volume in 1996), and other operating income increased $55,000 (50.00%). Net security gains for the three months of 1997 compared to security losses in 1996 of $34,000 combine to make a net increase of $38,000 when comparing March 1997 to 1996. Other expenses increased $600,000 or 11.07% when compared to last year. Of this increase, salaries increased $116,000 (5.11%) for the three months of 1997 while employee benefits decreased $46,000. Occupancy expenses remained the same while furniture and equipment expenses increased only slightly, $13,000, or 4.21%. Other operating expenses increased $517,000, and as mentioned earlier, two items were considered nonrecurring and were of significance. First, director and officer stock options were exercised in the amount of $415,000. Second, one subsidiary, Premier Bank-Central, N.A. sold former bank premises it occupied in Big Stone Gap, Virginia, booking a loss on the sale of property of $123,000. Less significant increases and decreases account for the difference. INVESTMENTS, LOANS, AND DEPOSITS Net loans increased $10,521,000, or 2.14%, while investments decreased $13,812,000 (7.23%), fed funds sold increased $6,151,000 and cash and due from banks decreased $1,542,000 from December 1996. Total assets increased only $391,000. Total deposits increased $1,114,000. Demand deposit accounts, interest-bearing demand, savings, and large denomination certificates increased $234,000, $2,194,000, $1,326,000 and $4,185,000, respectively. Other time deposits decreased $6,825,000.from December 1996. Short-term debt, which includes fed funds purchased and repurchase agreements, decreased $1,848,000 over year end 1996. ALLOWANCE FOR LOAN AND LEASE LOSSES The allowance for loan and lease losses on March 31, 1997 was $5,576,000 compared to $5,713,000 at December 31, 1996, and $5,276,000 at March 31, 1996. The ratio of allowance for loan and lease losses to total loans net of unearned income was 1.09% at March 31, 1997. Charge- offs were $319,000 for the first three months of 1997 compared to $250,000 for the same period in 1996. Recoveries of $42,000 were booked in the first three months of 1997; $61,000 in 1996. Management believes the allowance is adequate at the March 31,1997 level, with year to date provisions made of $140,000. CAPITAL RESOURCES Total stockholders equity or capital amounted to $79,255,000 at March 31, 1997. The leverage ratio at March 31, 1997 was 9.34%. LIQUIDITY AND INTEREST SENSITIVITY Premier's cash and cash equivalent, defined as cash and due from banks, is a product of its operating, investing and financing activities. Cash from operations for the three months ended March 31, 1997 amounted to $4,246,000 compared to $557,000 for the same period last year. The difference being caused primarily by increases and decreases in other assets and other liabilities. The net cash used in financing activities of $1,665,000 for 1997 reflects a modest increase in deposits being offset by a decrease in short-term debt. The net cash used by Investing Activities of $4,123,000 during 1997 continues the trend of net funds used in this activity and reflects the net decrease in investments over increases in loans. In 1997, Management chose the liquidation of selected investments rather than a more aggressive pursuit of higher cost deposits. LIQUIDITY AND INTEREST SENSITIVITY (Continued) Almost the entire deposit base is made up of core deposits with only 8.42% of total deposits composed of certificates of deposit of $100,000 and over. At March 31, 1997, federal funds and investment securities maturing within one year amounted to $31,796,000,or 4.77% of total deposits. In addition, $72,691,000 of investment securities or 10.90% 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 of its behalf by the undersigned thereunto duly authorized. PREMIER BANKSHARES CORPORATION Date: March 15, 1996 BY /s/ James R. Wheeling James R. Wheeling,President Date: March 15, 1996 BY /s/ Ellen Simpson Ellen Simpson, Secretary (Accounting Officer)