SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 1997
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________
Commission file number 0-20908
PREMIER FINANCIAL BANCORP, INC.
(Exact name of registrant as specified in its charter)
KENTUCKY 61-1206757
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
120 N. HAMILTON STREET
GEORGETOWN, KENTUCKY 40324
(address of principal executive officer) (Zip Code)
Registrant's telephone number (502) 863-7500
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 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 the latest practical date.
Common stock - 4,209,090 shares outstanding at August 12, 1997
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The accompanying information has not been audited by independent public
accountants; however, in the opinion of management such information reflects all
adjustments necessary for a fair presentation of the results for the interim
period. All such adjustments are of a normal and recurring nature.
The accompanying financial statements are presented in accordance with the
requirements of Form 10-Q and consequently do not include all of the disclosures
normally required by generally accepted accounting principles or those normally
made in the registrant's annual Form 10-K filing. Accordingly, the reader of
the Form 10-Q may wish to refer to the registrant's Form 10-K for the year ended
December 31, 1996 for further information in this regard.
Index to consolidated financial statements:
Consolidated Balance Sheets ............................... 3
Consolidated Statements of Income.......................... 4
Consolidated Statements of Cash Flows...................... 5
Notes to Consolidated Financial Statements................. 6
Page 2
PREMIER FINANCIAL BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
June 30 December 31
1997 1996
ASSETS
Cash and due from banks $ 9,874 $ 7,134
Federal funds sold 6,289 10,635
Investment securities:
Available for sale 168,118 21,827
Held to maturity 21,816 20,993
Loans $ 238,066 $ 219,632
Less: Unearned interest (2,197) (2,045)
Allowance for loan losses (2,607) (2,523)
---------- ---------
Net loans $ 233,262 $ 215,064
FHLB and Federal Reserve stock 2,252 1,543
Premises and equipment, net 4,636 3,800
Goodwill 5,311 5,490
Other assets 8,810 6,079
---------- ---------
TOTAL ASSETS $ 460,368 $ 292,565
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
Non-interest bearing $ 24,541 $ 25,031
Time deposits, $100,000 and over 36,536 33,651
Other interest bearing 190,550 176,892
---------- ---------
Total deposits $ 251,627 $ 235,574
Agreements to repurchase securities 120,343 5,599
Federal Home Loan Bank advances 15,450 9,377
Other liabilities 3,016 2,151
---------- ---------
Total liabilities $ 390,436 $ 252,701
Mandatorily redeemable capital
securities of subsidiary trust $ 28,750 $ 0
STOCKHOLDERS' EQUITY:
Preferred stock, no par value;
1,000,000 shares authorized;
none issued or outstanding $ 0 $ 0
Common stock, no par value;
10,000,000 shares authorized;
4,209,090 shares at June 30, 1997
and December 31, 1996,
issued and outstanding 978 978
Surplus 32,941 32,941
Retained earnings 7,449 6,112
Net unrealized losses on securities
available for sale (186) (167)
---------- ---------
Total stockholders' equity $ 41,182 $ 39,864
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 460,368 $ 292,565
See accompanying notes to the consolidated financial statements.
Page 3
PREMIER FINANCIAL BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS)
(UNAUDITED)
Three Months Ended Six Months Ended
June 30 June 30 June 30 June 30
1997 1996 1997 1996
INTEREST INCOME:
Loans, including fees $ 5,870 $ 3,180 $ 11,340 $ 6,129
Investment securities -
Taxable 991 441 1,406 754
Tax-exempt 264 83 503 167
Federal funds sold and other 145 52 331 180
------- ------- -------- -------
Total interest income $ 7,270 $ 3,756 $ 13,580 $ 7,230
INTEREST EXPENSE:
Deposits $ 2,791 $ 1,553 $ 5,435 $ 3,082
Debt and other borrowings 618 43 818 167
Capital Trust securities 184 0 184 0
------- ------- -------- -------
Total interest expense $ 3,593 $ 1,596 $ 6,437 $ 3,249
Net interest income $ 3,677 $ 2,160 $ 7,143 $ 3,981
Provision for possible loan
losses 273 116 457 188
------- ------- -------- -------
Net interest income after
provision for possible
loan losses $ 3,404 $ 2,044 $ 6,686 $ 3,793
NON-INTEREST INCOME:
Service charges $ 242 $ 177 $ 474 $ 324
Insurance commissions 115 89 235 133
Investment securities
gains (losses) 8 0 8 0
Other 225 68 432 195
------- ------- -------- -------
$ 590 $ 334 $ 1,149 $ 652
NON-INTEREST EXPENSES:
Salaries and
employee benefits $ 1,199 $ 675 $ 2,427 $ 1,492
Occupancy and equipment
expenses 334 156 624 284
Other expenses 698 480 1,363 932
------- ------- -------- -------
$ 2,231 $ 1,311 $ 4,414 $ 2,708
Income before income taxes $ 1,763 $ 1,067 $ 3,421 $ 1,737
Provision for income taxes 531 320 1,031 492
------- ------- -------- -------
NET INCOME $ 1,232 $ 747 $ 2,390 $ 1,245
Primary earnings per share $ .29 $ .27 $ .57 $ .53
Fully diluted earnings
per share $ .29 $ .27 $ .57 $ .53
Weighted average shares
outstanding 4,209 2,802 4,209 2,356
See accompanying notes to the consolidated financial statements.
Page 4
PREMIER FINANCIAL BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
Six Months Ended
June 30 June 30
1997 1996
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 2,390 $ 1,245
Adjustments to reconcile net income
to net cash provided by
operating activities:
Depreciation and amortization 349 101
Provision for loan losses 457 188
Investment securities losses (gains), net (8) 0
Federal Home Loan Bank stock dividends (55) (42)
Changes in:
Other assets (2,720) 245
Other liabilities 865 (90)
------- --------
Net cash provided by operating
activities $ 1,278 $ 1,647
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of investment securities
available for sale $(148,875) $(20,730)
Proceeds from sales of investment
securities available for sale 453 0
Proceeds from maturities of
investment securities
available for sale 2,107 4,150
Purchases of investment securities
held to maturity (3,040) (683)
Proceeds from maturities of
investment securities held to maturity 2,208 1,045
Purchase of FHLB and Federal Reserve stock (654) (63)
Net change in federal funds sold 4,346 1,500
Net change in loans (18,655) (11,506)
Purchases of bank premises and equipment (995) (312)
-------- ---------
Net cash used in investing activities $(163,105) $(26,599)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net change in deposits $ 16,053 $ 2,360
Net change in agreements to
repurchase securities 114,744 (323)
Advances from Federal Home Loan Bank, net 6,073 0
Proceeds from issuance of Capital Trust
preferred certificates 28,750 0
Repayment of debt 0 (5,000)
Net proceeds from issuance of common stock 0 27,125
Dividends paid (1,053) (765)
-------- ---------
Net cash provided by financing
activities $ 164,567 $ 23,397
Net increase (decrease) in cash
and cash equivalents $ 2,740 $ (1,555)
Cash and cash equivalents at
beginning of period 7,134 6,340
-------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 9,874 $ 4,785
See accompanying notes to the consolidated financial statements.
Page 5
PREMIER FINANCIAL BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The consolidated financial statements include the accounts of Premier
Financial Bancorp, Inc. (the Corporation) and its wholly-owned subsidiaries,
Georgetown Bancorp, Inc., Georgetown, Kentucky, Citizens Deposit Bank & Trust,
Vanceburg, Kentucky, Bank of Germantown, Germantown, Kentucky, Citizens Bank,
Sharpsburg, Kentucky and Farmers Deposit Bank, Eminence, Kentucky. In addition,
the Company has a data processing service subsidiary, Premier Data Services,
Inc., Vanceburg, Kentucky and the newly formed PFBI Capital Trust subsidiary
discussed in Note 5. All material intercompany transactions and balances have
been eliminated.
2. PENDING BUSINESS COMBINATION
On May 28, 1997, the Corporation entered into an Agreement and Plan of
Merger with The Sabina Bank ("Sabina"), Sabina, Ohio, whereby the Corporation
will exchange 476,300 common shares for all the issued and outstanding shares of
Sabina in a business combination anticipated to be accounted for as a pooling of
interests. At June 30, 1997, Sabina had total assets of $36.6 million and total
shareholders' equity of $4.6 million. The share exchange is expected to be
completed in the fourth quarter of 1997.
Summarized results of operations of the separate companies and on a
proforma basis for the six months ended June 30, 1997 and for the year ended
December 31, 1996 are as follows:
Six Months Ended June 30, 1997
Premier
Financial The Sabina
Bancorp Bank Proforma
(In Thousands)
Net interest income after provision
for loan losses $ 6,686 $ 753 $ 7,439
Noninterest income 1,149 105 1,254
Noninterest expenses 4,414 696 5,110
Net income $ 2,390 $ 132 $ 2,522
Year Ended December 31, 1996
Premier
Financial The Sabina
Bancorp Bank Proforma
(In Thousands)
Net interest income after
provision for loan losses $ 10,262 $ 1,404 $ 11,666
Noninterest income 1,484 237 1,721
Noninterest expenses 6,793 1,282 8,075
Net income $ 3,436 $ 288 $ 3,724
Page 6
PREMIER FINANCIAL BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
3. INVESTMENT SECURITIES
Amortized cost and fair value of investment securities, by category, at
June 30, 1997 are summarized as follows:
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
Available for sale:
U. S. Treasury securities $ 102,989 $ 108 $ (5) $ 103,092
U. S. agency securities 22,590 14 (125) 22,479
Obligations of states and
political subdivisions 1,229 3 (3) 1,229
Asset-backed securities 38,635 0 (106) 38,529
Preferred stock 2,000 0 0 2,000
Other equity securities 900 0 (111) 789
---------- ------- -------- ---------
Total available for sale $ 168,343 $ 125 $ (350) $ 168,118
Held to maturity:
U. S. Treasury securities $ 1,853 $ 3 $ (5) $ 1,851
U. S. agency securities 4,979 12 (20) 4,971
Obligations of states and
political subdivisions 14,659 361 (23) 14,997
Asset-backed securities 325 2 (1) 326
---------- ------- -------- ---------
Total held to maturity $ 21,816 $ 378 $ (49) $ 22,145
Amortized cost and fair value of investment securities, by category, at
December 31, 1996 are summarized as follows:
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
Available for sale:
U. S. Treasury securities $ 4,098 $ 5 $ (9) $ 4,094
U. S. agency securities 13,440 40 (157) 13,323
Obligations of states and
political subdivisions 1,584 40 (2) 1,622
Preferred stock 2,000 0 0 2,000
Other equity securities 900 0 (112) 788
---------- ------- -------- ---------
Total available for sale $ 22,022 $ 85 $ (280) $ 21,827
Page 7
PREMIER FINANCIAL BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
3. INVESTMENT SECURITIES (CONTINUED)
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
Held to maturity:
U. S. Treasury securities $ 2,058 $ 6 $ (9) $ 2,055
U. S. agency securitie 6,329 18 (26) 6,321
Obligations of states and
political subdivisions 12,190 250 (60) 12,380
Asset-backed securities 416 4 (4) 416
-------- ----- ------ ---------
Total held to maturity $ 20,993 $ 278 $ (99) $ 21,172
4. ALLOWANCE FOR LOAN LOSSES
Changes in the allowance for loan losses are as follows:
Three Months Ended Six Months Ended
June 30 June 30 June 30 June 30
1997 1996 1997 1996
Balance, beginning of period $ 2,669 $ 1,790 $ 2,523 $ 1,735
Net charge-offs (335) (35) (373) (52)
Provision for loan losses 273 116 457 188
-------- ----- ------ ---------
Balance, end of period $ 2,607 $ 1,871 $ 2,607 $ 1,871
5. CAPITAL SECURITIES OF SUBSIDIARY TRUST
Mandatorily Redeemable Capital Securities of Subsidiary Trust ("Capital
Securities") represent preferred beneficial interests in the assets of PFBI
Capital Trust ("Trust"). The Trust holds certain 9.75% junior subordinated
debentures due June 30, 2027 issued by the Corporation on June 9, 1997.
Distributions on the Capital Securities will be payable at an annual rate of
9.75% of the stated liquidation amount of $25 per Capital Security, payable
quarterly. Cash distributions on the Capital Securities are made to the
extent interest on the debentures is received by the Trust. In the event of
certain changes or amendments to regulatory requirements or federal tax
rules, the Capital Securities are redeemable in whole. Otherwise, the Capital
Securities are generally redeemable in whole or in part on or after June 30,
2002 at 100% of the liquidation amount.
Page 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
A. Financial Condition and Results of Operations
Net income for the six months ended June 30, 1997 of $2,390,000 or $.57
per share was 92% higher than the $1,245,000 or $.53 per share recorded for
the same period in 1996. This increase was due largely to the increase of
$3,162,000 in net interest income reflecting the growth in the average assets
of the Corporation of approximately $153.6 million to $315.1 million compared
to $161.5 million for the same period in 1996. The growth in average assets
was the result of the acquisition of Farmers Deposit Bank of Eminence,
Kentucky in July, 1996, the issuance of Capital Trust Securities and
repurchase agreements near the end of the second quarter of 1997, and the
continued growth of the Corporation's other banks. For the three months
ended June 30, 1997, net income totaled $1,232,000 or $.29 per share compared
to $747,000 or $.27 per share for the same period in 1996.
Total assets were $460.4 million at June 30, 1997 compared to $292.6
million at December 31, 1996, an increase of $167.8 million. The increase is
attributed to the issuance of Capital Trust Securities ($28.8 million), an
increase in repurchase agreements ($115 million) and the growth of the
Corporation's subsidiary banks ($24 million). In an effort to minimize the
adverse impact on net interest income until a permanent investment is made of
the funds from the issuance of the Capital Trust Securities, the
Corporation has initiated an investment strategy by selling $115 million of
short term (60 days) repurchase agreements at a weighed average interest rate
of approximately 5.5% and invested the proceeds in U.S. Treasury and agency
securities with a weighted average interest rate of approximately 6.5% and a
weighted average life of approximately 3.5 years.
The net interest margin for the six months ended June 30, 1997 was 5.01%
compared to 5.40% for the first six months of 1996 and 5.32% for all of 1996.
The return on average shareholders' equity and return on average assets were
11.8% and 1.52%, respectively, for the six months ended June 30, 1997,
compared to 14.7% and 1.54%, respectively for the same period in 1996.
Non-interest income increased $497,000 to $1,149,000 for the first six
months of 1997 compared to $652,000 for the first six months of 1996.
Non-interest income increased $256,000 to $590,000 for the three months ended
June 30, 1997 compared to $334,000 for the same period in 1996. The
increases are attributed to the growth and expansion of the Corporation's
business and its customer base, including higher insurance commissions,
income from the sale of loans and an overall increase in service charges.
Non-interest income of $415,000 for the six months ended June 30, 1997 and
$208,000 for the three months ended June 30, 1997 was recorded at Farmers
Deposit Bank, which was acquired effective July 1, 1996.
Non-interest expenses were $4,414,000 or 2.80% of average assets on an
annualized basis during the first six months of 1997 compared to $2,708,000
or 3.35% of average assets during the same period of 1996. Non-interest
expenses increased $920,000 during the three months ended June 30, 1997 to
$2,231,000 compared to $1,311,000 for the three months ended June 30, 1996.
Salaries and employee benefits increased from $675,000 and $1,492,000 for the
three and six months ended June 30, 1996, respectively, to $1,199,000 and
$2,427,000 for the three and six months ended June 30, 1997, respectively.
Also increasing were other operating expenses from $480,000 and $932,000 for
the three and six months ended June 30, 1996 to $498,000 and $1,363,000 for
the same periods in 1997, and occupancy expenses from $156,000 and $284,000
for the three and six months ended June 30, 1996 to $334,000 and $624,000 for
the three and six months ended June 30, 1997. The increases in non-interest
expenses are attributable to the expansion of the Corporation's business,
with $584,000 and $1,108,000 representing non-interest expenses incurred at
Farmers Deposit Bank for the three and six months ended June 30, 1997.
Page 9
The provision for possible loan losses increased from $116,000 for the
three months ended June 30, 1996 to $273,000 for the three months ended June
30, 1997 and from $185,000 to $457,000 for the first six months of 1996
compared to 1997. These increases for possible loan losses are in line with
the increase in average loans outstanding from $118.18 million for the six
months ended June 30, 1996 to $225.5 million for the six months ended June
30, 1997. The allowance for loan losses at June 30, 1997 of $2,607,000
represented 1.11% of total loans outstanding.
Income tax expense was $1,031,000 for the first half of 1997 compared to
$492,000 for the first half of 1996. Income tax expense for 1997 was higher than
1996 as a result of higher income before taxes and a higher effective tax rate.
The effective tax rate for 1997 was 30.1% as compared to 28.3% for the same
period in 1996. This higher rate was primarily attributable to the inclusion of
amortization of goodwill recorded in connection with the Farmers Deposit Bank
acquisition which is non-deductible for tax purposes.
Page 10
B. Liquidity
Liquidity for a financial institution can be expressed in terms of
maintaining sufficient cash flows to meet both existing and unplanned
obligations in a cost effective manner. Adequate liquidity allows the
Company to meet the demands of both the borrower and the depositor on a
timely basis, as well as pursuing other business opportunities as they arise.
Thus, liquidity management embodies both an asset and liability aspect. In
order to provide for funds on a current and long-term basis, the Company
primarily relies on the following sources:
1. Core deposits consisting of both consumer and commercial deposits and
certificates of deposit of $100,000 or more.
2. Cash flow generated by repayment of loans and interest.
3. Arrangements with correspondent banks for purchase of unsecured
federal funds.
4. The sale of securities under repurchase agreements and borrowing from
the Federal Home Loan Bank.
5. Maintenance of an adequate available-for-sale security portfolio.
The cash flow statements for the periods presented in the financial
statements provide an indication of the Company's sources and uses of cash as
well as an indication of the ability of the Company to maintain an adequate
level of liquidity.
Page 11
C. Capital
In June 1997, the Corporation issued $28.8 million of 9.75% Mandatorily
Redeemable Capital Securities of Subsidiary Trust. These securities will
qualify as Tier I capital up to an amount not to exceed 25% of Tier I capital
and the portion that exceeds the 25% limitation will qualify as Tier 2 or
supplementary capital of the Corporation. The issuance of these securities
and resultant increase in capital will allow the Corporation to target larger
financial institutions as potential acquisitions.
At June 30, 1997, total shareholders' equity of $41.2 million equaled
8.95% of total consolidated assets. Tier I capital totaled $48.8 million at
June 30, 1997, which represents a Tier I leverage ratio of 10.72%.
The Company declared a first quarter dividend of $.125 per share, or
$526,136, payable March 31, 1997 to shareholders of record as of March 20,
1997 and a second quarter dividend of $.125 per share, or $526,136 payable
June 30, 1997 to shareholders of record as of June 24, 1997.
Page 12
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
(a) Annual meeting of the shareholders was held on May 6, 1997.
(b) The following were elected as directors of the Corporation for a term
of one year:
(1) J. Howell Kelly
(2) Marshall T. Reynolds
(3) Gardner E. Daniel
(4) Toney Adkins
(5) Benjamin T. Pugh
(6) Wilbur M. Jenkins
(7) E.V. Holder, Jr.
(c) Ratification of Eskew & Gresham, PSC as independent auditors of the
Corporation for 1997. Votes for 3,099,542; votes against 2,000; votes
abstaining 1,107,548.
(d) None
Item 5. Other Information None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit No. Description of Document
27 Financial Data Schedules
99 Current Report on Form 8-K dated June 13, 1997
regarding the execution of the Agreement and
Plan of Merger dated May 28, 1997 among the
Corporation, PFBI Interim Bank and The Sabina
Bank, Sabina, Ohio, filed with the Commission
and incorporated herein by reference.
(b) Reports on Form 8-K Current Report on Form 8-K dated June 13, 1997
regarding the execution of the Agreement and
Plan of Merger dated May 28, 1997 among the
Corporation, PFBI Interim Bank and The Sabina
Bank, Sabina, Ohio, filed with the Commission
and incorporated herein by reference.
Page 13
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Corporation has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PREMIER FINANCIAL BANCORP, INC.
Date: August 13, 1997 /s/ Marshall T. Reynolds
______________________________
Marshall T. Reynolds
Chairman of the Board
Date: August 13, 1997 /s/ J. Howell Kelly
______________________________
J. Howell Kelly
President & Chief Executive Officer
Page 14