EXHIBIT 99.1
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NEWS FOR IMMEDIATE RELEASE CONTACT: BRIEN M. CHASE, CFO
MARCH 31, 2004 (304) 525-1600
PREMIER FINANCIAL BANCORP, INC.
FILES NOTICE FOR EXTENSION
TO FILE ANNUAL REPORT ON FORM 10-K WITH SEC
PREMIER FINANCIAL BANCORP, INC. (PREMIER), HUNTINGTON, WEST VIRGINIA
(NASDAQ/NMS-PFBI), announced that it filed notice with the Securities and
Exchange Commission on Form 12b-25 to extend the period in which it intends to
file its December 31, 2003 Annual Report on Form 10-K. The 12b-25 extension
allows Premier to file its Annual Report on Form 10-K on or before April 14,
2004.
Premier's preparation of its 2003 financial statements and the audit of such
financial statements are not yet complete. First, as a result of Premier's
previously announced February 13, 2004 definitive agreement to sell a subsidiary
bank, Citizens Bank (Kentucky), Inc. ("Citizens Bank") and the existence of a
plan prior to December 31, 2003 to sell that subsidiary, management has
determined that the application of Financial Accounting Standard 144 ("FAS 144")
requires Premier to treat the historical financial position and results of
operations of Citizens Bank as a "discontinued operation." As a result,
comparative prior period information included in the December 31, 2003 financial
statements and results of operations of Premier, including related footnote
disclosures, must be restated to exclude the financial position and results of
operations of Citizens Bank from the detailed descriptions in the financial
statements and instead be presented in summary using captions such as "assets of
discontinued operation" or "income from discontinued operation." The objective
of the FAS 144 is to allow the reader of the financial statements to evaluate a
company based on the financial position and results of operations of its
"continuing operations."
Second, on June 16, 2003 Premier announced that as a result of an ongoing
internal investigation, it had uncovered a systematic disregard for its loan
approval and credit administration policies at one of its subsidiary banks
("Farmers Deposit Bank") and had accepted the resignation of that bank's
president. As the internal investigation continued over the next three to four
months, many loans were charged-off and additional provisions for loan losses
were recorded. Senior management of Premier is conducting a review of the
internal investigation's findings and other documentation that has become known
during the loan review and collection efforts of the bank's new administration
over the past six months. The purpose of the review is to determine whether the
Farmers Deposit Bank's former president may have concealed from senior
management of Premier certain facts and circumstances that, had senior
management known at the time, would have resulted in a loan charge-off or
provision being recorded prior to the bank president's resignation. If such
facts and circumstances are determined to exist, Accounting Principals Board
Opinion (APB) 20 necessitates that the prior period financial results be
restated to reflect the charge-off and any resulting additional provision for
loan losses in the appropriate period.
Senior management does not anticipate that its review will result in a material
change in the financial position of Premier as of December 31, 2003 as
reflected in the company's books and records, nor does it anticipate that its
review will result in any material additional charge-offs or provisions for loan
losses that have not already been recorded on the books and records of Farmers
Deposit Bank through December 31, 2003. The review centers around determining
whether any of the charge-offs or provisions for loan losses recorded in 2003
would be more appropriately included in a prior reporting period.
Additional time is needed for senior management to complete its review and have
its conclusions reviewed by the audit committee of Premier's Board of Directors
and the independent auditors of Premier's financial statements. Due to the
potential for restatement, financial results for the fourth quarter and full
year 2003 are not anticipated to be released until the Annual Report on Form
10-K is filed.
Certain statements contained in this news release, including without limitation
statements including the word "believes," "anticipates," "intends," "expects" or
words of similar import, constitute "forward-looking statements" within the
meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). Such forward-looking statements involve known and unknown
risks, uncertainties and other factors that may cause the actual results,
performance or achievements of Premier to be materially different from any
future results, performance or achievements of Premier expressed or implied by
such forward-looking statements. Such factors include, among others, general
economic and business conditions, changes in business strategy or development
plans and other factors referenced in this press release. Given these
uncertainties, prospective investors are cautioned not to place undue reliance
on such forward-looking statements. Premier disclaims any obligation to update
any such factors or to publicly announce the results of any revisions to any of
the forward-looking statements contained herein to reflect future events or
developments.