10-Q 1 pfbi10q033112.htm PREMIER FINANCIAL BANCORP, FORM 10-Q, SEPT 30, 2011 pfbi10q033112.htm


UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

þ
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 
For the quarterly period ended March 31, 2012

 
or

o
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 incorporation organization)
 
(I.R.S. Employer Identification No.)
     
2883 Fifth Avenue
Huntington, West Virginia
 
 
25702
(Address of principal executive offices)
 
(Zip Code)
     
Registrant’s telephone number    (304) 525-1600

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 þ     No o.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes þ     No o.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer, ”and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one)

Large accelerated filer  o.
Accelerated filer  o.
   Non-accelerated filer  o
(Do not check if smaller reporting company)
Smaller reporting company  þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act).  Yeso     No þ.

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practical date.

Common stock, no par value, – 7,937,143 shares outstanding at May 1, 2012


PREMIER FINANCIAL BANCORP, INC.
MARCH 31, 2012





 
 
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PREMIER FINANCIAL BANCORP, INC.
MARCH 31, 2012


PART I  - FINANCIAL INFORMATION


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.  Premier Financial Bancorp, Inc.’s (“Premier’s”) accounting and reporting policies are in accordance with accounting principles generally accepted in the United States of America.  Certain accounting principles used by Premier involve a significant amount of judgment about future events and require the use of estimates in their application.  The following policies are particularly sensitive in terms of judgments and the extent to which estimates are used: allowance for loan losses, the identification and evaluation of impaired loans, the impairment of goodwill, the realization of deferred tax assets and stock based compensation disclosures.  These estimates are based on assumptions that may involve significant uncertainty at the time of their use.  However, the policies, the estimates and the estimation process as well as the resulting disclosures are periodically reviewed by the Audit Committee of the Board of Directors and material estimates are subject to review as part of the external audit by the independent public accountants.

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 accounting principles generally accepted in the United States of America or those normally made in the registrant’s annual report on Form 10-K.  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, 2011 for further information in this regard.

Index to consolidated financial statements:










 
 
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PREMIER FINANCIAL BANCORP, INC.
MARCH 31, 2012 AND DECEMBER 31, 2011
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
 
   
(UNAUDITED)
     
   
2012
   
2011
 
ASSETS
           
Cash and due from banks
  $ 29,256     $ 29,380  
Interest bearing bank balances
    51,894       42,676  
Federal funds sold
    10,295       10,832  
Cash and cash equivalents
    91,445       82,888  
Securities available for sale
    301,112       278,479  
Loans held for sale
    947       70  
Loans
    673,999       690,923  
Allowance for loan losses
    (10,311 )     (9,795 )
Net loans
    663,688       681,128  
Federal Home Loan Bank stock
    5,216       5,216  
Premises and equipment, net
    16,370       16,355  
Real estate and other property acquired through foreclosure
    16,551       14,642  
Interest receivable
    3,453       3,497  
Goodwill
    29,875       29,875  
Other intangible assets
    3,220       3,393  
Prepaid FDIC insurance premiums
    942       1,167  
Deferred taxes
    3,084       3,997  
Other assets
    2,297       3,380  
Total assets
  $ 1,138,200     $ 1,124,087  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
Deposits
               
Non-interest bearing
  $ 200,163     $ 196,125  
Time deposits, $100,000 and over
    153,982       155,208  
Other interest bearing
    594,070       573,745  
Total deposits
    948,215       925,078  
Securities sold under agreements to repurchase
    21,634       23,205  
Federal Home Loan Bank advances
    24       10,083  
Other borrowed funds
    17,613       18,130  
Interest payable
    657       712  
Other liabilities
    2,806       2,872  
Total liabilities
    990,949       980,080  
                 
Stockholders' equity
               
Preferred stock, no par value; $22,252 liquidation preference,
               
5% cumulative, 1,000,000 shares authorized;
22,252 shares issued and outstanding
    21,977       21,949  
Common stock, no par value; 20,000,000 shares authorized;
               
7,937,143 shares issued and outstanding
    71,599       71,571  
Retained earnings
    47,998       45,474  
Accumulated other comprehensive income
    5,677       5,013  
Total stockholders' equity
    147,251       144,007  
Total liabilities and stockholders' equity
  $ 1,138,200     $ 1,124,087  
                 


PREMIER FINANCIAL BANCORP, INC.
THREE MONTHS ENDED MARCH 31, 2012 AND 2011
(UNAUDITED, DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
 
   
Three Months Ended
March 31,
 
   
2012
   
2011
 
Interest income
           
Loans, including fees
  $ 12,337     $ 10,940  
Securities available for sale
               
Taxable
    1,791       1,936  
Tax-exempt
    56       62  
Federal funds sold and other
    32       53  
Total interest income
    14,216       12,991  
                 
Interest expense
               
Deposits
    1,535       1,932  
Repurchase agreements and other
    26       47  
FHLB advances and other borrowings
    237       263  
Total interest expense
    1,798       2,242  
                 
Net interest income
    12,418       10,749  
Provision for loan losses
    950       520  
Net interest income after provision for loan losses
    11,468       10,229  
                 
Non-interest income
               
Service charges on deposit accounts
    830       888  
Electronic banking income
    488       449  
Secondary market mortgage income
    25       88  
Other
    174       186  
      1,517       1,611  
Non-interest expenses
               
Salaries and employee benefits
    3,963       4,031  
Occupancy and equipment expenses
    1,181       1,236  
Outside data processing
    872       1,207  
Professional fees
    284       260  
Taxes, other than payroll, property and income
    155       193  
Write-downs, expenses, sales of
other real estate owned, net
    214       84  
Amortization of intangibles
    173       210  
Conversion expenses
    -       379  
FDIC insurance
    242       508  
Loan collection expenses
    669       190  
Other expenses
    841       1,009  
      8,594       9,307  
Income before income taxes
    4,391       2,533  
Provision for income taxes
    1,561       862  
                 
Net income
  $ 2,830     $ 1,671  
                 
Preferred stock dividends and accretion
    305       305  
Net income available to common stockholders
  $ 2,525     $ 1,366  
                 
Net income per share:
               
Basic
  $ 0.32     $ 0.17  
Diluted
    0.31       0.17  

PREMIER FINANCIAL BANCORP, INC.
THREE MONTHS ENDED MARCH 31, 2012 AND 2011
(UNAUDITED, DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
 
   
Three Months Ended
March 31,
 
   
2012
   
2011
 
Net income
  $ 2,830     $ 1,671  
                 
Other comprehensive income:
               
Unrealized gains arising during the period
    1,006       1,689  
Net change in unrealized gain (loss) on securities
    1,006       1,689  
Less tax impact
    342       574  
Other comprehensive income:
    664       1,115  
                 
Comprehensive income
  $ 3,494     $ 2,786  
                 
 
 
 
 
 
 
 
 
 
 

 
PREMIER FINANCIAL BANCORP, INC.
THREE MONTHS ENDED MARCH 31, 2012 AND 2011
(UNAUDITED, DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
 
   
2012
   
2011
 
Cash flows from operating activities
           
Net income
  $ 2,830     $ 1,671  
Adjustments to reconcile net income to net cash from
operating activities
               
Depreciation
    362       376  
Provision for loan losses
    950       520  
Amortization (accretion), net
    (1,665 )     (334 )
OREO writedowns (gains on sales), net
    (54 )     (16 )
Stock compensation expense
    28       17  
Loans originated for sale
    (3,327 )     (4,375 )
Secondary market loans sold
    2,475       5,635  
Secondary market income
    (25 )     (88 )
Changes in :
               
Interest receivable
    44       103  
Other assets
    1,879       329  
Interest payable
    (55 )     (24 )
Other liabilities
    (66 )     134  
Net cash from operating activities
    3,376       3,948  
                 
Cash flows from investing activities
               
Purchases of securities available for sale
    (32,299 )     (36,815 )
Proceeds from maturities and calls of securities available for sale
    10,255       13,208  
Redemption of FRB and FHLB  stock, (net of purchases)
    -       59  
Net change in loans
    16,086       12,928  
Purchases of premises and equipment, net
    (377 )     (144 )
Proceeds from sales of other real estate acquired through foreclosure
    727       359  
Net cash from investing activities
    (5,608 )     (10,405 )
                 
Cash flows from financing activities
               
Net change in deposits
    23,173       11,244  
Preferred Stock dividends paid
    (278 )     -  
Net change in short-term Federal Home Loan Bank advances
    -       (2,400 )
Repayment of Federal Home Loan Bank advances
    (10,018 )     (41 )
Repayment of other borrowed funds
    (517 )     (510 )
Net change in agreements to repurchase securities
    (1,571 )     (7,162 )
Net cash from financing activities
    10,789       1,131  
                 
Net change in cash and cash equivalents
    8,557       (5,326 )
                 
Cash and cash equivalents at beginning of period
    82,888       122,248  
                 
Cash and cash equivalents at end of period
  $ 91,445     $ 116,922  
 

 
PREMIER FINANCIAL BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
THREE MONTHS ENDED MARCH 31, 2012 AND 2011
(UNAUDITED, DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
 
   
2012
   
2011
 
Supplemental disclosures of cash flow information:
           
Cash paid during period for interest
  $ 1,853     $ 2,266  
                 
Loans transferred to real estate acquired through foreclosure
    2,582       145  
                 

 
 
 
 
 
 

 

PREMIER FINANCIAL BANCORP, INC.
(UNAUDITED, DOLLARS IN TABLES IN THOUSANDS, EXCEPT PER SHARE DATA)


NOTE  1 - BASIS OF PRESENTATION

The consolidated financial statements include the accounts of Premier Financial Bancorp, Inc. (the Company) and its wholly owned subsidiaries (the “Banks”):

             
March 31, 2012
 
   
Year
 
Total
   
Net Income
 
Subsidiary                               
Location                      
Acquired
 
Assets
   
Qtr
 
Citizens Deposit Bank & Trust
Vanceburg, Kentucky
1991
  $ 217,222     $ 976  
Farmers Deposit Bank
Eminence, Kentucky
1996
    60,259       119  
Ohio River Bank
Ironton, Ohio
1998
    97,306       242  
Premier Bank, Inc.
Huntington, West Virginia
1998
    755,659       2,016  
Parent and Intercompany Eliminations
        7,754       (523 )
  Consolidated Total
      $ 1,138,200     $ 2,830  


All significant intercompany transactions and balances have been eliminated.

Recently Issued Accounting Pronouncements

In June 2011, the FASB issued ASU No. 2011-05, "Comprehensive Income (Topic 220) - Presentation of Comprehensive Income." The ASU requires entities to present items of net income and other comprehensive income either in one continuous statement - referred to as the statement of comprehensive income - or in two separate, but consecutive, statements of net income and other comprehensive income. The ASU is effective for the first interim period and annual period beginning after December 15, 2011. The adoption of this guidance did not  have a material impact upon the Company’s financial statements.

In May 2011, the FASB issued ASU No. 2011-04, "Fair Value Measurement (Topic 820) - Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs." This ASU represents the converged guidance of the FASB and the IASB (the "Boards") on fair value measurement. The collective efforts of the Boards and their staffs, reflected in ASU 2011-04, have resulted in common requirements for measuring fair value and for disclosing information about fair value measurements, including a consistent meaning of the term "fair value." The Boards have concluded the common requirements will result in greater comparability of fair value measurements presented and disclosed in financial statements prepared in accordance with U.S. GAAP and IFRSs. Included in the ASU are requirements to disclose additional quantitative disclosures about unobservable inputs for all Level 3 fair value measurements, as well as qualitative disclosures about the sensitivity inherent in recurring Level 3 fair value measurements. The ASU is effective during interim and annual periods beginning after December 15, 2011. The adoption of this guidance did not have a material impact upon the Company’s financial statements.


 
 
- 9 -

PREMIER FINANCIAL BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED, DOLLARS IN TABLES IN THOUSANDS, EXCEPT PER SHARE DATA)



Amortized cost and fair value of investment securities, by category, at March 31, 2012 are summarized as follows:

2012
 
Amortized Cost
   
Unrealized Gains
   
Unrealized Losses
   
Fair Value
 
Available for sale
                       
Mortgage-backed securities
                       
U. S. sponsored agency MBS - residential
  $ 38,935     $ 1,910     $ (8 )   $ 40,837  
U. S. sponsored agency CMO’s - residential
    206,978       5,234       (1 )     212,211  
Total mortgage-backed securities of government sponsored agencies
    245,913       7,144       (9 )     253,048  
U. S. government sponsored agency securities
    33,078       28       (155 )     32,951  
Obligations of states and political subdivisions
    9,179       461       -       9,640  
Other securities subdivisions
    4,340       1,205       (72 )     5,473  
Total available for sale
  $ 292,510     $ 8,838     $ (236 )   $ 301,112  

Amortized cost and fair value of investment securities, by category, at December 31, 2011 are summarized as follows:

2011
 
Amortized Cost
   
Unrealized Gains
   
Unrealized Losses
   
Fair Value
 
Available for sale
                       
Mortgage-backed securities
                       
U. S. sponsored agency MBS - residential
  $ 38,403     $ 1,856     $ (4 )   $ 40,255  
U. S. sponsored agency CMO’s - residential
    200,835       4,933       (30 )     205,738  
Total mortgage-backed securities of government sponsored agencies
    239,238       6,789       (34 )     245,993  
U. S. government sponsored agency securities
    18,114       58       (31 )     18,141  
Obligations of states and political subdivisions
    9,193       457       -       9,650  
Other securities subdivisions
    4,338       440       (83 )     4,695  
Total available for sale
  $ 270,883     $ 7,744     $ (148 )   $ 278,479  


 
 
- 10 -

PREMIER FINANCIAL BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED, DOLLARS IN TABLES IN THOUSANDS, EXCEPT PER SHARE DATA)


NOTE  2–SECURITIES - continued

The amortized cost and fair value of securities at March 31, 2012 by contractual maturity are shown below.  Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

   
Amortized
Cost
   
Fair
Value
 
Available for sale
           
Due in one year or less
  $ 1,050     $ 1,061  
Due after one year through five years
    21,185       21,349  
Due after five years through ten years
    20,585       20,719  
Due after ten years
    2,685       3,475  
Corporate preferred securities
    1,092       1,460  
Mortgage-backed securities of government sponsored agencies
    245,913       253,048  
Total available for sale
  $ 292,510     $ 301,112  
                 

Securities with unrealized losses at March 31, 2012 aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position are as follows:

   
Less than 12 Months
   
12 Months or More
   
Total
 
Description of Securities
 
Fair Value
   
Unrealized Loss
   
Fair Value
   
Unrealized Loss
   
Fair Value
   
Unrealized Loss
 
                                     
U.S. government sponsored agency securities
  $ 19,851     $ (155 )   $ -     $ -     $ 19,851     $ (155 )
U.S government sponsored agency MBS – residential
    3,093       (8 )     -       -       3,093       (8 )
U.S government sponsored agency CMO – residential
    3,693       (1 )     -       -       3,693       (1 )
Other securities
    4       (72 )     -       -       4       (72 )
                                                 
Total temporarily impaired
  $ 26,641     $ (236 )   $ -     $ -     $ 26,641     $ (236 )


 
 
- 11 -

PREMIER FINANCIAL BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED, DOLLARS IN TABLES IN THOUSANDS, EXCEPT PER SHARE DATA)


NOTE  2–SECURITIES - continued


Securities with unrealized losses at December 31, 2011 aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position are as follows:

   
Less than 12 Months
   
12 Months or More
   
Total
 
Description of Securities
 
Fair Value
   
Unrealized Loss
   
Fair Value
   
Unrealized Loss
   
Fair Value
   
Unrealized Loss
 
                                     
U.S. government sponsored agency securities
  $ 7,080     $ (31 )   $ -     $ -     $ 7,080     $ (31 )
U.S government sponsored agency MBS – residential
    2,544       (4 )     -       -       2,544       (4 )
U.S government sponsored agency CMO – residential
    3,941       (30 )     -       -       3,941       (30 )
Other securities
    370       (83 )     -       -       370       (83 )
                                                 
Total temporarily impaired
  $ 13,935     $ (148 )   $ -     $ -     $ 13,935     $ (148 )

The investment portfolio is predominately high quality interest-bearing debt securities with defined maturity dates backed by the U.S. Government or Government sponsored entities.  The unrealized losses at March 31, 2012 and December 31, 2011 are price changes resulting from changes in the interest rate environment and are not considered to be other than temporary declines in the value of the securities.  Their fair value is expected to recover as the bonds approach their maturity date and/or market conditions improve.


Major classifications of loans at March 31, 2012 and December 31, 2011 are summarized as follows:

   
2012
   
2011
 
Residential real estate
  $ 218,260     $ 221,756  
Multifamily real estate
    33,237       34,335  
Commercial real estate:
               
Owner occupied
    101,607       101,864  
Non owner occupied
    163,869       166,540  
Commercial and industrial
    71,566       76,960  
Consumer
    28,751       30,090  
All other
    56,709       59,378  
    $ 673,999     $ 690,923  


 
 
- 12 -

PREMIER FINANCIAL BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED, DOLLARS IN TABLES IN THOUSANDS, EXCEPT PER SHARE DATA)


NOTE  3–LOANS - continued

Activity in the allowance for loan losses by portfolio segment for the three months ending March 31, 2012 was as follows:

Loan Class
 
Balance
Dec 31, 2011
   
Provision for loan losses
   
Loans charged-off
   
Recoveries
   
Balance
March 31, 2012
 
                               
Residential real estate
  $ 2,134     $ 276     $ 65     $ 23     $ 2,368  
Multifamily real estate
    284       150       -       -       434  
Commercial real estate:
                                       
Owner occupied
    918       121       15       -       1,024  
Non owner occupied
    2,381       (22 )     38       -       2,321  
Commercial and industrial
    1,880       544       2       -       2,422  
Consumer
    298       47       66       26       305  
All other
    1,900       (166 )     335       38       1,437  
Total
  $ 9,795     $ 950     $ 521     $ 87     $ 10,311  

Activity in the allowance for loan losses by portfolio segment for the three months ending March 31, 2011 was as follows:

Loan Class
 
Balance
Dec 31, 2010
   
Provision for loan losses
   
Loans charged-off
   
Recoveries
   
Balance
March 31, 2011
 
                               
Residential real estate
  $ 2,666     $ 168     $ 80     $ 6     $ 2,760  
Multifamily real estate
    252       51       -       -       303  
Commercial real estate:
                                       
Owner occupied
    1,141       115       -       2       1,258  
Non owner occupied
    1,644       267       16       1       1,896  
Commercial and industrial
    2,421       (151 )     16       8       2,262  
Consumer
    366       23       28       25       386  
All other
    1,375       47       40       35       1,417  
Total
  $ 9,865     $ 520     $ 180     $ 77     $ 10,282  


 
 
- 13 -

PREMIER FINANCIAL BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED, DOLLARS IN TABLES IN THOUSANDS, EXCEPT PER SHARE DATA)


NOTE  3–LOANS - continued

Purchased Loans

As a result of the acquisition Abigail Adams National Bancorp, the Company holds purchased loans for which there was, at the October 1, 2009 acquisition date, evidence of deterioration of credit quality since their origination and it was probable, at acquisition, that all contractually required payments would not be collected.  The carrying amount of those loans is as follows at March 31, 2012 and December 31, 2011.

   
2012
   
2011
 
Residential real estate
  $ 279     $ 282  
Multifamily real estate
    3,611       3,708  
Commercial real estate
               
Owner occupied
    291       1,934  
Non owner occupied
    6,388       6,427  
Commercial and industrial
    565       583  
All other
    1,553       1,925  
Total carrying amount
  $ 12,687     $ 14,859  
                 
Carrying amount, net of allowance
  $ 12,687     $ 14,859  

The Company cannot reasonably estimate the cash flows expected to be collected on these loans and therefore has continued to account for these loans using the cost recovery method of income recognition.  As such, no portion of a purchase discount adjustment has been determined to meet the definition of an accretable yield adjustment.  If, in the future, cash flows from the borrower(s) can be reasonably estimated, a portion of the purchase discount would be allocated to an accretable yield adjustment based upon the present value of the future estimated cash flows versus the current carrying value of the loan and the accretable yield portion would be recognized as interest income over the remaining life of the loan. Until such accretable yield can be calculated, under the cost recovery method of income recognition, all payments will be used to reduce the carrying value of the loan and no income will be recognized on the loan until the carrying value is reduced to zero.  Any loan accounted for under the cost recovery method is also still included as a non-accrual loan in the amounts presented in the tables below.

For those purchased loans disclosed above, the Company did not increase the allowance for loan losses for the three months ended March 31, 2012 and decreased the allowance for loan losses by $143 for the three months ended March 31, 2011.



 
 
- 14 -

PREMIER FINANCIAL BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED, DOLLARS IN TABLES IN THOUSANDS, EXCEPT PER SHARE DATA)


NOTE  3–LOANS - continued

Past Due and Non-performing Loans

The following tables present the recorded investment in nonaccrual and loans past due over 90 days still on accrual by class of loans as of March 31, 2012 and December 31 2011.  The recorded investment in non-accrual loans is less than the principal owed on non-accrual loans due to discounts applied to the carrying value of the loan at time of their acquisition and interest payments made by the borrower which have been used to reduce the recorded investment in the loan rather than recognized as interest income.

March 31, 2012
 
Principal Owed on Non-accrual Loans
   
Recorded Investment in Non-accrual Loans
   
Loans Past Due Over 90 Days, still accruing
 
                   
Residential  real estate
  $ 4,186     $ 3,750     $ 1,194  
Multifamily real estate
    4,724       3,048       1,065  
Commercial real estate
                       
Owner occupied
    6,570       5,751       1,254  
Non owner occupied
    14,028       10,744       847  
Commercial and industrial
    4,905       3,366       1,179  
Consumer
    127       110       9  
All other
    6,251       2,421       1  
Total
  $ 40,791     $ 29,190     $ 5,549  
                         

December 31, 2011
 
Principal Owed on Non-accrual Loans
   
Recorded Investment in Non-accrual Loans
   
Loans Past Due Over 90 Days, still accruing
 
                   
Residential  real estate
  $ 4,479     $ 4,111     $ 1,216  
Multifamily real estate
    13,118       11,139       -  
Commercial real estate
                       
Owner occupied
    9,970       8,260       851  
Non owner occupied
    12,938       9,835       1,596  
Commercial and industrial
    4,756       3,227       814  
Consumer
    246       237       50  
All other
    9,198       5,545       -  
Total
  $ 54,705     $ 42,354     $ 4,527  
                         

Nonaccrual loans and impaired loans are defined differently. Some loans may be included in both categories, and some may only be included in one category. Nonaccrual loans include both smaller balance homogeneous loans that are collectively evaluated for impairment and individually classified impaired loans.

 
 
- 15 -

PREMIER FINANCIAL BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED, DOLLARS IN TABLES IN THOUSANDS, EXCEPT PER SHARE DATA)


NOTE  3–LOANS - continued

The following table presents the aging of the recorded investment in past due loans as of March 31, 2012 by class of loans:
Loan Class
 
Total Loans
   
30-89 Days Past Due
   
Greater than 90 days past due
   
Total Past Due
   
Loans Not Past Due
 
                               
Residential real estate
  $ 218,260     $ 4,129     $ 4,135     $ 8,264     $ 209,996  
Multifamily real estate
    33,237       3,227       1,915       5,142       28,095  
Commercial real estate:
                                       
Owner occupied
    101,607       1,201       6,427       7,628       93,979  
Non owner occupied
    163,869       682       6,206       6,888       156,981  
Commercial and industrial
    71,566       613       4,036       4,649       66,917  
Consumer
    28,751       272       39       311       28,440  
All other
    56,709       78       2,418       2,496       54,213  
Total
  $ 673,999     $ 10,202     $ 25,176     $ 35,378     $ 638,621  

The following table presents the aging of the recorded investment in past due loans as of December 31, 2011 by class of loans:
Loan Class
 
Total Loans
   
30-89 Days Past Due
   
Greater than 90 days past due
   
Total Past Due
   
Loans Not Past Due
 
                               
Residential real estate
  $ 221,756     $ 6,729     $ 3,635     $ 10,364     $ 211,392  
Multifamily real estate
    34,335       3,249       8,892       12,141       22,194  
Commercial real estate:
                                       
Owner occupied
    101,864       8,081       3,981       12,062       89,802  
Non owner occupied
    166,540       2,444       6,065       8,509       158,031  
Commercial and industrial
    76,960       1,714       3,153       4,867       72,093  
Consumer
    30,090       497       233       730       29,360  
All other
    59,378       222       5,532       5,754       53,624  
Total
  $ 690,923     $ 22,936     $ 31,491     $ 54,427     $ 636,496  



 
 
- 16 -

PREMIER FINANCIAL BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED, DOLLARS IN TABLES IN THOUSANDS, EXCEPT PER SHARE DATA)


NOTE  3–LOANS - continued

The following table presents the balance in the allowance for loan losses and the recorded investment in loans by portfolio segment and based on impairment method as of March 31, 2012:
 
   
Allowance for Loan Losses
   
Loan Balances
 
Loan Class
 
Individually Evaluated for Impairment
   
Collectively Evaluated for Impairment
   
Acquired with Deteriorated Credit Quality
   
Total
   
Individually Evaluated for Impairment
   
Collectively Evaluated for Impairment
   
Acquired with Deteriorated Credit Quality
   
Total
 
                                                 
Residential real estate
  $ 561     $ 1,807     $ -     $ 2,368     $ 9,974     $ 208,007     $ 279     $ 218,260  
Multifamily real estate
    -       434       -       434       1,282       28,344       3,611       33,237  
Commercial real estate:
                                                               
Owner occupied
    149       875       -       1,024       7,454       93,862       291       101,607  
Non-owner occupied
    880       1,441       -       2,321       5,241       152,240       6,388       163,869  
Commercial and industrial
    1,781       641       -       2,422       10,749       60,252       565       71,566  
Consumer
    37       268       -       305       37       28,714       -       28,751  
All other
    167       1,270       -       1,437       5,315       49,841       1,553       56,709  
Total
  $ 3,575     $ 6,736     $ -     $ 10,311     $ 40,052     $ 621,260     $ 12,687     $ 673,999  

The following tables present the balance in the allowance for loan losses and the recorded investment in loans by portfolio segment and based on impairment method as of December 31, 2011:
 
   
Allowance for Loan Losses
   
Loan Balances
 
Loan Class
 
Individually Evaluated for Impairment
   
Collectively Evaluated for Impairment
   
Acquired with Deteriorated Credit Quality
   
Total
   
Individually Evaluated for Impairment
   
Collectively Evaluated for Impairment
   
Acquired with Deteriorated Credit Quality
   
Total
 
                                                 
Residential real estate
  $ 451     $ 1,683     $ -     $ 2,134     $ 9,795     $ 211,679     $ 282     $ 221,756  
Multifamily real estate
    -       284       -       284       8,594       22,033       3,708       34,335  
Commercial real estate:
                                                               
Owner occupied
    138       780       -       918       8,663       91,267       1,934       101,864  
Non-owner occupied
    922       1,459       -       2,381       5,147       154,966       6,427       166,540  
Commercial and industrial
    894       986       -       1,880       3,636       72,741       583       76,960  
Consumer
    37       261       -       298       37       30,053       -       30,090  
All other
    605       1,295       -       1,900       8,372       49,081       1,925       59,378  
Total
  $ 3,047     $ 6,748     $ -     $ 9,795     $ 44,244     $ 631,820     $ 14,859     $ 690,923  

 
 
- 17 -

PREMIER FINANCIAL BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED, DOLLARS IN TABLES IN THOUSANDS, EXCEPT PER SHARE DATA)


NOTE  3–LOANS - continued

In the tables below, total individually evaluated impaired loans include certain purchased loans that were acquired with deteriorated credit quality that are still individually evaluated for impairment.

The following table presents loans individually evaluated for impairment by class of loans as of March 31, 2012.  The table includes $12,687 of loans acquired with deteriorated credit quality that are still individually evaluated for impairment.

   
Unpaid Principal Balance
   
Recorded Investment
   
Allowance for Loan Losses Allocated
 
With no related allowance recorded:
                 
Residential  real estate
  $ 5,486     $ 5,199     $ -  
Multifamily real estate
    7,108       4,893       -  
Commercial real estate
                       
Owner occupied
    8,312       7,090       -  
Non owner occupied
    12,581       9,485       -  
Commercial and industrial
    4,102       3,038       -  
All other
    10,496       6,667       -  
      48,085       36,372       -  
With an allowance recorded:
                       
Residential  real estate
  $ 5,100     $ 5,054     $ 561  
Commercial real estate
                       
Owner occupied
    655       655       149  
Non owner occupied
    2,199       2,144       880  
Commercial and industrial
    8,586       8,276       1,781  
Consumer
    37       37       37  
All other
    201       201       167  
      16,778       16,367       3,575  
Total
  $ 64,863     $ 52,739     $ 3,575  
                         


 
 
- 18 -

PREMIER FINANCIAL BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED, DOLLARS IN TABLES IN THOUSANDS, EXCEPT PER SHARE DATA)


NOTE  3–LOANS - continued

The following table presents loans individually evaluated for impairment by class of loans as of December 31, 2011.  The table includes $14,859 of loans acquired with deteriorated credit quality that are still individually evaluated for impairment.

   
Unpaid Principal Balance
   
Recorded Investment
   
Allowance for Loan Losses Allocated
 
With no related allowance recorded:
                 
Residential  real estate
  $ 5,602     $ 5,329     $ -  
Multifamily real estate
    15,513       12,302       -  
Commercial real estate
                       
Owner occupied
    10,939       9,291       -  
Non owner occupied
    12,296       9,383       -  
Commercial and industrial
    3,392       2,287       -  
All other
    8,957       5,306       -  
      56,699       43,898       -  
With an allowance recorded:
                       
Residential  real estate
  $ 4,803     $ 4,748     $ 451  
Commercial real estate
                       
Owner occupied
    1,384       1,306       138  
Non owner occupied
    2,240       2,191       922  
Commercial and industrial
    2,242       1,932       894  
Consumer
    37       37       37  
All other
    4,992       4,991       605  
      15,698       15,205       3,047  
Total
  $ 72,397     $ 59,103     $ 3,047  
                         


 
 
- 19 -

PREMIER FINANCIAL BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED, DOLLARS IN TABLES IN THOUSANDS, EXCEPT PER SHARE DATA)


NOTE  3–LOANS - continued

The following table presents the average balance of loans individually evaluated for impairment and interest income recognized on these loans for the three months ended March 31, 2012 and March 31, 2011.   The table includes loans acquired with deteriorated credit quality that are still individually evaluated for impairment.

   
Three months ended March 31, 2012
   
Three months ended March 31, 2011
 
Loan Class
 
Average Recorded Investment
   
Interest Income Recognized
   
Cash Basis Interest Recognized
   
Average Recorded Investment
   
Interest Income Recognized
   
Cash Basis Interest Recognized
 
                                     
Residential real estate
  $ 10,165     $ 128     $ 123     $ 263     $ 2     $ 2  
Multifamily real estate
    8,598       1,307       1,303       6,668       -       -  
Commercial real estate:
                                               
Owner occupied
    9,171       894       885       11,790       13       14  
Non-owner occupied
    11,602       35       26       11,206       7       7  
Commercial and industrial
    7,767       107       107       8,379       173       174  
Consumer
    37       1       1       41       1       1  
All other
    8,583       97       81       12,743       6       9  
Total
  $ 55,923     $ 2,569     $ 2,526     $ 51,090     $ 202     $ 207  

 
 
- 20 -

PREMIER FINANCIAL BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED, DOLLARS IN TABLES IN THOUSANDS, EXCEPT PER SHARE DATA)


NOTE  3–LOANS - continued

Troubled Debt Restructurings

A loan is classified as a troubled debt restructuring ("TDR") when loan terms are modified due to a borrower's financial difficulties and a concession is granted to a borrower that would not have otherwise been considered. Most of the Company’s loan modifications involve a restructuring of loan terms prior to maturity to temporarily reduce the payment amount and/or to require only interest for a temporary period, usually up to six months.  These modifications generally do not meet the definition of a TDR because the modifications are considered to be an insignificant delay in payment.

The following table presents TDR’s as of March 31, 2012 and December 31, 2011:

March 31, 2012
 
TDR’s on Non-accrual
   
Other TDR’s
   
Total TDR’s
 
                   
Residential  real estate
  $ 317     $ 1,086     $ 1,403  
Commercial real estate
                       
Owner occupied
    4,486       -       4,486  
Non owner occupied
    3,053       1,620       4,673  
Commercial and industrial
    45       2,890       2,935  
Consumer
    9       1       10  
All other
    -       2,039       2,039  
Total
  $ 7,910     $ 7,636     $ 15,546  
                         

December 31, 2011
 
TDR’s on Non-accrual
   
Other TDR’s
   
Total TDR’s
 
                   
Residential  real estate
  $ 59     $ 1,371     $ 1,430  
Commercial real estate
                       
Owner occupied
    4,541       -       4,541  
Non owner occupied
    3,135       1,641       4,776  
Commercial and industrial
    42       897       939  
Consumer
    11       1       12  
All other
    -       2,041       2,041  
Total
  $ 7,788     $ 5,951     $ 13,739  
                         

At March 31, 2012 $145,000 in specific reserves was allocated to loans that had restructured terms.  At December 31, 2011 $238,000 in specific reserves was allocated to loans that had restructured terms.


 
 
- 21 -

PREMIER FINANCIAL BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED, DOLLARS IN TABLES IN THOUSANDS, EXCEPT PER SHARE DATA)


NOTE  3–LOANS - continued

The following table presents TDR’s that occurred during the three ended March 31, 2012:

   
Three months ended March 31, 2012
 
Loan Class
 
Number of Loans
   
Pre-Modification Outstanding Recorded Investment
   
Post-Modification Outstanding Recorded Investment
 
                   
Commercial and industrial
    2     $ 1,999     $ 1,999  

The troubled debt restructurings described above increased the allowance for loan losses by $40,000 during the period ending March 31, 2012.

During the three months ended March 31, 2012 and the three months ended March 31, 2011, there were no TDR’s for which there as a payment default within twelve months following the modification.

A loan is considered to be in payment default once it is 90 days contractually past due under the modified terms.

 
 
- 22 -

PREMIER FINANCIAL BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED, DOLLARS IN TABLES IN THOUSANDS, EXCEPT PER SHARE DATA)


NOTE  3–LOANS - continued

Credit Quality Indicators:

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as:  current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors.  The Company analyzes non-homogeneous loans, such as commercial, commercial real estate, multifamily residential and commercial purpose loans secured residential real estate, on a monthly basis.  For consumer loans, including consumer loans secured by residential real estate, the analysis involves monitoring the performing status of the loan.  At the time such loans become past due by 30 days or more, the Company evaluates the loan to determine if a change in risk category is warranted. The Company uses the following definitions for risk ratings:

Special Mention.  Loans classified as special mention have a potential weakness that deserves management's close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution's credit position at some future date.

Substandard.  Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.

Doubtful.  Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.

Loans not meeting the criteria above that are analyzed individually as part of the above described process are considered to be pass rated loans.


 
 
- 23 -

PREMIER FINANCIAL BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED, DOLLARS IN TABLES IN THOUSANDS, EXCEPT PER SHARE DATA)


NOTE  3–LOANS - continued

As of March 31, 2012, and based on the most recent analysis performed, the risk category of loans by class of loans is as follows:

Loan Class
 
Pass
   
Special Mention
   
Substandard
   
Doubtful
   
Total Loans
 
                               
Residential real estate
  $ 196,506     $ 7,131     $ 14,373     $ 250     $ 218,260  
Multifamily real estate
    23,133       2,212       7,892       -       33,237  
Commercial real estate:
                                       
Owner occupied
    81,948       5,294       14,365       -       101,607  
Non-owner occupied
    143,810       4,757       15,302       -       163,869  
Commercial and industrial
    53,249       6,808       11,486       23       71,566  
Consumer
    28,505       149       60       37       28,751  
All other
    44,210       1,138       10,583       778       56,709  
Total
  $ 571,361     $ 27,489     $ 74,061     $ 1,088     $ 673,999  

As of December 31, 2011, and based on the most recent analysis performed, the risk category of loans by class of loans is as follows:

Loan Class
 
Pass
   
Special Mention
   
Substandard
   
Doubtful
   
Total Loans
 
                               
Residential real estate
  $ 198,865     $ 8,105     $ 14,731     $ 55     $ 221,756  
Multifamily real estate
    16,798       2,218       15,319       -       34,335  
Commercial real estate:
                                       
Owner occupied
    79,753       5,377       16,600       134       101,864  
Non-owner occupied
    146,305       4,883       15,352       -       166,540  
Commercial and industrial
    58,158       8,675       10,095       32       76,960  
Consumer
    29,753       198       102       37       30,090  
All other
    43,485       1,052       14,064       777       59,378  
Total
  $ 573,117     $ 30,508     $ 86,263     $ 1,035     $ 690,923  

 

 
 
- 24 -

 PREMIER FINANCIAL BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED, DOLLARS IN TABLES IN THOUSANDS, EXCEPT PER SHARE DATA)



The Banks own stock of the Federal Home Loan Bank (FHLB) of Cincinnati, Ohio, the FHLB of Pittsburgh, Pennsylvania, and the FHLB of Atlanta, Georgia. This stock allows the Banks to borrow advances from the FHLB.

Advances from the FHLB at March 31, 2012 and December 31, 2011 were as follows:

   
2012
   
2011
 
Payments due at maturity in March 2012, fixed rate at 1.81%
  $ -     $ 10,042  
Payments due monthly with maturity in July 2012, fixed rate at 4.40%
    24       41  
    $ 24     $ 10,083  
                 

Advances are secured by the FHLB stock, certain pledged investment securities and substantially all single family first mortgage loans of the participating Banks.  Principal payments on all FHLB advances are due during the year ending December 31, 2012.


 
 
- 25 -

PREMIER FINANCIAL BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED, DOLLARS IN TABLES IN THOUSANDS, EXCEPT PER SHARE DATA)



The Company’s principal source of funds for dividend payments is dividends received from the subsidiary Banks.  Banking regulations limit the amount of dividends that may be paid without prior approval of regulatory agencies.  Under these regulations, the amount of dividends that may be paid in any calendar year is limited to the current year’s net profits, as defined, combined with the retained net profits of the preceding two years, subject to the capital requirements and additional restrictions as discussed below.  During 2012 the Banks could, without prior approval, declare dividends to Premier of approximately $7.4 million plus any 2012 net profits retained to the date of the dividend declaration.

The Company and the subsidiary Banks are subject to various regulatory capital requirements administered by the federal banking agencies.  Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Banks must meet specific guidelines that involve quantitative measures of their assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices.

These quantitative measures established by regulation to ensure capital adequacy require the Company and Banks to maintain minimum amounts and ratios (set forth in the following table) of Total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined), and of Tier I capital (as defined) to average assets (as defined). Management believes, as of March 31, 2012, that the Company and the Banks meet all quantitative capital adequacy requirements to which they are subject.

Shown below is a summary of regulatory capital ratios for the Company:
   
Mar 31,
2012
   
December 31,
2011
   
Regulatory
Minimum
Requirements
   
To Be Considered
Well Capitalized
 
Tier I Capital (to Risk-Weighted Assets)
    16.8 %     16.0 %     4.0 %     6.0 %
Total Capital (to Risk-Weighted Assets)
    18.0 %     17.2 %     8.0 %     10.0 %
Tier I Capital (to Average Assets)
    10.3 %     10.0 %     4.0 %     5.0 %

As of March 31, 2012, the most recent notification from each of the Banks’ primary Federal regulators categorized the subsidiary Banks as well capitalized under the regulatory framework for prompt corrective action.  To be categorized as well capitalized, the Banks must maintain minimum Total risk-based, Tier I risk-based and Tier I leverage ratios as set forth in the preceding table.  There are no conditions or events since that notification that management believes have changed the Banks’ categories.


 
 
- 26 -

PREMIER FINANCIAL BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED, DOLLARS IN TABLES IN THOUSANDS, EXCEPT PER SHARE DATA)


NOTE  5 - STOCKHOLDERS’ EQUITY AND REGULATORY MATTERS - continued

The July 29, 2010 Written Agreement between the Premier, the FRB and the Virginia Bureau requires Premier to obtain prior written approval of the FRB and the Director of the Division of Banking Supervision and Regulation of the Board of Governors of the Federal Reserve System for declaring or paying any dividends, and also requires prior written approval of the FRB before incurring, increasing or guaranteeing any debt or purchasing or redeeming any shares of its stock.



 
 
- 27 -

PREMIER FINANCIAL BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED, DOLLARS IN TABLES IN THOUSANDS, EXCEPT PER SHARE DATA)



On October 2, 2009, as part of the Troubled Asset Relief Program (“TARP”) Capital Purchase Program, the Company entered into a Letter Agreement and Securities Purchase Agreement (collectively, the “Purchase Agreement”) with the United States Department of the Treasury (“U.S. Treasury”).  Pursuant to the Purchase Agreement, the Company issued and sold to the U.S. Treasury 22,252 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A, no par value, with a liquidation preference of one thousand dollars per share (the “Series A Preferred Stock”) and a ten-year warrant (the “Warrant”) to purchase 628,587 shares of the Company’s common stock, no par value, at an exercise price of $5.31 per share, for an aggregate purchase price of $22,252 in cash.

Under standardized TARP Capital Purchase Program terms, cumulative dividends on the Series A Preferred Stock will accrue on the liquidation preference at a rate of 5% per annum until November 14, 2014, and at a rate of 9% per annum thereafter.  These dividends will be paid only if, as and when declared by Premier’s Board of Directors.  The Series A Preferred Stock has no maturity date and ranks senior to the Company’s common stock with respect to the payment of dividends and distributions and amounts payable upon liquidation, dissolution and winding up of Premier.  Subject to the approval of the Appropriate Federal Banking Agency (as defined in the Securities Purchase Agreement, which for Premier is the Board of Governors of the Federal Reserve System), the Series A Preferred Stock is redeemable at the option of Premier at 100% of its liquidation preference plus accrued and unpaid dividends, without penalty, delay or the need to raise additional replacement capital.

The Series A Preferred Stock is non-voting, but has class voting rights on (i) any authorization or issuance of shares ranking senior to the Series A Preferred Stock; (ii) any amendment to the rights of the Series A Preferred Stock; or (iii) any merger, consolidation, share exchange, reclassification or similar transaction which would adversely affect the rights of the Series A Preferred Stock.  In the event that the cumulative dividends described above are not paid in full for an aggregate of six dividend periods or more, whether or not consecutive, the authorized number of directors of Premier would automatically be increased by two and the holders of the Series A Preferred Stock would have the right to elect two directors.  The right to elect directors would end when dividends have been paid in full for four consecutive dividend periods. As previously disclosed, Premier has already deferred two dividend payments on the Series A Preferred Stock as a result of the Federal Reserve Board’s refusal to initially approve the November 15, 2010 and February 15, 2011 dividends under the Written Agreement dated July 29, 2010, among CB&T, a wholly owned subsidiary of Premier; the FRB, and the Virginia Bureau. These deferred dividends were paid along with the regularly scheduled May 15, 2011 Series A Preferred Stock quarterly dividend.


 
 
- 28 -

PREMIER FINANCIAL BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED, DOLLARS IN TABLES IN THOUSANDS, EXCEPT PER SHARE DATA)


NOTE  6 – PREFERRED STOCK - continued

The U.S. Treasury has agreed not to exercise voting power with respect to any common stock issued to it upon exercise of the Warrant.  The common stock will be issued from authorized but unissued common stock and thus will dilute the interests of existing Premier common shareholders.  As of March 31, 2012, the Warrant has not yet been exercised.

Pursuant to the terms of the Purchase Agreement, the ability of the Company to declare or pay dividends or distributions on, or purchase, redeem or otherwise acquire for consideration, shares of its common stock will be subject to restrictions, including a restriction against increasing dividends from the last quarterly cash dividend per share ($0.11) declared on the common stock prior to October 2, 2009.


From time to time the Company grants stock options to its employees.  The Company estimates the fair value of the options at the time they are granted to employees and expenses that fair value over the vesting period of the option grant.

On March 21, 2012, 105,700 incentive stock options were granted out of the 2002 Employee Stock Option Plan at an exercise price of $7.47, the closing market price of Premier on the grant date.  These options vest in three equal annual installments ending on March 21, 2015.  On March 18, 2011, 102,000 incentive stock options were granted out of the 2002 Employee Stock Option Plan at an exercise price of $6.95 the closing market price of Premier on the grant date.  These options vest in three equal annual installments ending on March 18, 2014.  On March 17, 2010, 47,700 incentive stock options were granted out of the 2002 Plan at an exercise price of $8.90.  These options vest in three equal annual installments ending on March 17, 2013.

The fair value of the Company's employee stock options granted is estimated at the date of grant using the Black-Scholes option-pricing model. This model requires the input of highly subjective assumptions, changes to which can materially affect the fair value estimate. Additionally, there may be other factors that would otherwise have a significant effect on the value of employee stock options granted but are not considered by the model. The assumptions used in the Black-Scholes option-pricing model are as follows

   
2012
   
2011
   
2010
 
Risk-free interest rate
    2.31 %     3.58 %     3.65 %
Expected option life (yrs)
    10.00       10.00       10.00  
Expected stock price volatility
    34.93 %     30.01 %     24.67 %
Dividend yield
    2.68 %     4.03 %     4.94 %
Weighted average fair value of options granted during the year
  $ 2.34     $ 1.63     $ 1.41  


 
 
- 29 -

PREMIER FINANCIAL BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED, DOLLARS IN TABLES IN THOUSANDS, EXCEPT PER SHARE DATA)


NOTE  7– STOCK COMPENSATION EXPENSE - continued

The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield in effect at the time of the grant.  The expected option life was estimated since there has been little option exercise history.  The expected stock price volatility is based on historical volatilities of the Company’s common stock.  The dividend yield was estimated using historical dividends and dividend yields since at the time of the option grant the Company is restricted from paying dividends by its primary regulator.

Compensation expense of $28,000 was recorded for the first three months of 2012 while $17,000 was recorded for the first three months of 2011.  Stock-based compensation expense is recognized ratably over the requisite vesting period for all awards. Unrecognized stock-based compensation expense related to stock options totaled $305,000 at March 31, 2012. This unrecognized expense is expected to be recognized over the next 35 months based on the vesting periods of the options.

A summary of the Company’s stock option activity and related information is presented below for the three months ended March 31:
 
   
- - - - - - 2012 - - - - - -
   
- - - - - - 2011 - - - - - -
 
         
Weighted
Average
Exercise
         
Weighted
Average
Exercise
 
   
Options
   
Price
   
Options
   
Price
 
Outstanding at beginning of year
    350,949     $ 10.77       255,649     $ 10.77  
Grants
    105,700       7.47       102,000       6.95  
Exercises
    -       -       -       -  
Forfeitures or expired
    (4,332 )     7.70       -       -  
Outstanding at March 31,
    452,317     $ 9.19       357,649     $ 9.68  
                                 
Exercisable at March 31,
    268,364               209,996          
Weighted average remaining life of options outstanding
    7.0               7.2          
Weighted average fair value of options granted during the year
  $ 2.34             $ 1.63          

Options outstanding at period-end are expected to fully vest.

 
 
- 30 -

PREMIER FINANCIAL BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED, DOLLARS IN TABLES IN THOUSANDS, EXCEPT PER SHARE DATA)


NOTE  7 – STOCK COMPENSATION EXPENSE - continued

Additional information regarding stock options outstanding and exercisable at March 31, 2012, is provided in the following table:

     
- - - - - - - - Outstanding - - - - - - - -
   
- - - - - - - - Currently Exercisable - - - - - - - -
 
Range of Exercise Prices
   
Number
   
Weighted Average Exercise Price
   
Aggregate Intrinsic Value
   
Number
   
Weighted Average Remaining Contractual Life
   
Weighted Average Exercise Price
   
Aggregate Intrinsic Value
 
                                             
$6.50 to $10.00       327,684     $ 7.51     $ 100       143,731       6.1     $ 7.66     $ 61  
$10.01 to $12.50       28,333       11.62       -       28,333       2.8       11.62       -  
$12.51 to $15.00       68,800       13.47       -       68,800       5.4       13.47       -  
$15.01 to $17.50       27,500       16.00       -       27,500       3.9       16.00       -  
Outstanding - Mar 31, 2012
      452,317       9.19     $ 100       268,364       5.4       10.42     $ 61  
                                                           



A reconciliation of the numerators and denominators of the earnings per common share and earnings per common share assuming dilution computations for the three months ended March 31, 2012 and 2011 is presented below:

   
Three Months Ended March 31,
 
   
2012
   
2011
 
Basic earnings per share
           
Income available to common stockholders
  $ 2,525     $ 1,366  
Weighted average common shares outstanding
    7,937,143       7,937,143  
Earnings per share
  $ 0.32     $ 0.17  
                 
Diluted earnings per shares
               
Income available to common stockholders
  $ 2,525     $ 1,366  
Weighted average common shares outstanding
    7,937,143       7,937,143  
Add dilutive effects of potential additional common stock
    88,490       142,581  
Weighted average common and dilutive potential
common shares outstanding
    8,025,633       8,079,724  
Earnings per share assuming dilution
  $ 0.31     $ 0.17  

Stock options for 456,649 and 311,049 shares of common stock were not considered in computing diluted earnings per share for the three months ended March 31, 2012 and 2011 because they were antidilutive.



 
 
- 31 -

PREMIER FINANCIAL BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED, DOLLARS IN TABLES IN THOUSANDS, EXCEPT PER SHARE DATA)



Fair value is the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair value:

Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.
 
Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3: Significant unobservable inputs that reflect a company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

When possible, the Company looks to active and observable markets to price identical assets or liabilities. When identical assets and liabilities are not traded in active markets, the Company looks to observable market data for similar assets and liabilities. However, certain assets and liabilities are not traded in observable markets and the Company must use other valuation methods to develop a fair value.

The Company used the following methods and significant assumptions to estimate the fair value of each type of financial instrument measured on a recurring basis:

Investment Securities:  The fair values for investment securities are determined by quoted market prices, if available (Level 1). For securities where quoted prices are not available, fair values are calculated based on market prices of similar securities (Level 2). For securities where quoted prices or market prices of similar securities are not available, fair values are calculated using discounted cash flows or other market indicators (Level 3).


 
 
- 32 -

PREMIER FINANCIAL BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED, DOLLARS IN TABLES IN THOUSANDS, EXCEPT PER SHARE DATA)


NOTE  9 – FAIR VALUE - continued

Assets and Liabilities Measured on a Recurring Basis

Assets and liabilities measured at fair value on a recurring basis are summarized below:

         
Fair Value Measurements at
 March 31, 2012 Using:
 
   
Carrying Value
   
Quoted Prices in Active Markets for Identical Assets
 (Level 1)
   
Significant Other Observable Inputs
 (Level 2)
   
Significant Unobservable Inputs
 (Level 3)
 
Available for sale
                       
Mortgage-backed securities
                       
U. S. agency MBS - residential
  $ 40,837     $ -     $ 40,837     $ -  
U. S. agency CMO’s - residential
    212,211       -       212,211       -  
Total mortgage-backed securities of government sponsored agencies
    253,048       -       253,048       -  
U. S. government sponsored agency securities
    32,951       -       32,951       -  
Obligations of states and political subdivisions
    9,640       -       9,500       140  
Other securities
    5,473       -       5,473       -  
Total available for sale
  $ 301,112     $ -     $ 300,972     $ 140  

         
Fair Value Measurements at
 December 31, 2011 Using:
 
   
Carrying Value
   
Quoted Prices in Active Markets for Identical Assets
 (Level 1)
   
Significant Other Observable Inputs
 (Level 2)
   
Significant Unobservable Inputs
 (Level 3)
 
Available for sale
                       
Mortgage-backed securities
                       
U. S. agency MBS - residential
  $ 40,255     $ -     $ 40,255     $ -  
U. S. agency CMO’s - residential
    205,738       -       205,738       -  
Total mortgage-backed securities of government sponsored agencies
    245,993       -       245,993       -  
U. S. government sponsored agency securities
    18,141       -       18,141       -  
Obligations of states and political subdivisions
    9,650       -       9,510       140  
Other securities
    4,695       -       4,695       -  
Total available for sale
  $ 278,479     $ -     $ 278,339     $ 140  


 
 
- 33 -

PREMIER FINANCIAL BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED, DOLLARS IN TABLES IN THOUSANDS, EXCEPT PER SHARE DATA)


NOTE  9 – FAIR VALUE - continued

The carrying amounts and estimated fair values of financial instruments at March 31, 2012 were as follows:

         
Fair Value Measurements at March 31, 2012 Using
 
   
Carrying
Amount
   
Level 1
   
Level 2
   
Level 3
   
Total
 
Financial assets
                             
Cash and due from banks
  $ 81,150     $ 81,150     $ -     $ -     $ 81,150  
Federal funds sold
    10,295       10,295       -       -       10,295  
Securities available for sale
    301,112       -       301,972       140       301,112  
Loans held for sale
    947       -       947       -       947  
Loans, net
    663,688       -       -       660,360       660,360  
Federal Home Loan Bank stock
    5,216       n/a       n/a       n/a       n/a  
Interest receivable
    3,453       -       959       2,494       3,453  
                                         
Financial liabilities
                                       
Deposits
  $ (948,215 )   $ (565,401 )   $ (387,637 )   $ -     $ (953,038 )
Securities sold under agreements to repurchase
    (21,634 )     -       (21,634 )-     -       (21,634 )
Federal Home Loan Bank advances
    (24 )     -       (24 )     -       (24 )
Other borrowed funds
    (17,613 )     -       (17,583 )     -       (17,583 )
Interest payable
    (657 )     (7 )     (650 )     -       (657 )
                                         

The carrying amounts and estimated fair values of financial instruments at December 31, 2011 were as follows:

   
Carrying
Amount
   
Fair
Value
 
Financial assets
           
Cash and due from banks
  $ 72,056     $ 72,056  
Federal funds sold
    10,832       10,832  
Securities available for sale
    278,479       278,479  
Loans held for sale
    70       70  
Loans, net
    681,128       675,616  
Federal Home Loan Bank stock
    5,216       n/a  
Interest receivable
    3,497       3,497  
                 
Financial liabilities
               
Deposits
  $ (925,078 )   $ (929,796 )
Securities sold under agreements to repurchase
    (23,205 )     (23,205 )
Federal Home Loan Bank advances
    (10,083 )     (10,141 )
Other borrowed funds
    (18,130 )     (18,101 )
Interest payable
    (712 )     (712 )
                 

 
 
- 34 -

PREMIER FINANCIAL BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED, DOLLARS IN TABLES IN THOUSANDS, EXCEPT PER SHARE DATA)


NOTE  9 – FAIR VALUE - continued

Carrying amount is the estimated fair value for cash and due from banks, Federal funds sold, accrued interest receivable and payable, demand deposits, short-term debt, and variable rate loans or deposits that reprice frequently and fully.  It was not practicable to determine the fair value of Federal Home Loan Bank stock due to the restrictions placed on its transferability.  For fixed rate loans or deposits and for variable rate loans or deposits with infrequent repricing or repricing limits, fair value is based on discounted cash flows using current market rates applied to the estimated life and credit risk.  Fair values for impaired loans are estimated using discounted cash flow analysis or underlying collateral values.  Fair value of debt is based on current rates for similar financing. The fair value of commitments to extend credit and standby letters of credit is not material.

The Company used the following methods and significant assumptions to estimate the fair value of each type of financial instrument measured on a non-recurring basis:

Impaired Loans:  The fair value of impaired loans with specific allocations of the allowance for loan losses is generally based on recent real estate appraisals. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are typically significant and unique to each property and result in a Level 3 classification of the inputs for determining fair value.  Management periodically evaluates the appraised values and will discount a property’s appraised value to account for a number of factors including but not limited to the cost of liquidating the collateral, the age of the appraisal, observable deterioration since the appraisal, or other factors unique to the property.  To the extent an adjusted appraised value is lower than the carrying value of an impaired loan, a specific allocation of the allowance for loan losses is assigned to the loan.

Other real estate owned (OREO):  The fair value of OREO is based on appraisals less cost to sell at the date of foreclosure.  These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are typically significant and result in a Level 3 classification of the inputs for determining fair value.  Management periodically evaluates the appraised values and will discount a property’s appraised value to account for a number of factors including but not limited to the cost of liquidating the collateral, the age of the appraisal, observable deterioration since the appraisal, or other factors unique to the property. To the extent an adjusted appraised value is lower than the carrying value of an OREO property, a direct charge to earnings is recorded as an OREO writedown.


 
 
- 35 -

PREMIER FINANCIAL BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED, DOLLARS IN TABLES IN THOUSANDS, EXCEPT PER SHARE DATA)


NOTE  9 – FAIR VALUE - continued

Assets and Liabilities Measured on a Non-Recurring Basis

Assets and liabilities measured at fair value on a non-recurring basis are summarized below:

         
Fair Value Measurements at March 31, 2012 Using
 
   
March 31, 2012
   
Quoted Prices in Active Markets for Identical Assets
(Level 1)
   
Significant Other Observable Inputs
(Level 2)
   
Significant Unobservable Inputs
(Level 3)
 
Assets:
                       
Impaired loans:
                       
Residential Real Estate
  $ 4,492     $ -     $ -     $ 4,492  
Commercial Real Estate
                               
Owner Occupied
    506       -       -       506  
Non-owner Occupied
    1,263       -       -       1,263  
Commercial and Industrial
    6,495       -       -       6,495  
All Other
    35       -       -       35  
Total impaired loans
    12,792     $ -     $ -     $ 12,792  
                                 
Other real estate owned:
                               
Residential Real Estate
  $ 1,604     $ -     $ -     $ 1,604  
Commercial Real Estate
                               
Owner Occupied
    729       -       -       729  
Non-owner Occupied
    2,931       -       -       2,931  
Commercial and Industrial
    55       -       -       55  
All Other
    11,232       -       -       11,232  
Total OREO
  $ 16,551     $ -     $ -     $ 16,551  



 
 
- 36 -

PREMIER FINANCIAL BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED, DOLLARS IN TABLES IN THOUSANDS, EXCEPT PER SHARE DATA)


NOTE  9 – FAIR VALUE - continued

Assets and liabilities measured at fair value on a non-recurring basis are summarized below:

         
Fair Value Measurements at December 31 2011 Using
 
   
Dec. 31, 2011
   
Quoted Prices in Active Markets for Identical Assets
(Level 1)
   
Significant Other Observable Inputs
(Level 2)
   
Significant Unobservable Inputs
(Level 3)
 
Assets:
                       
Impaired loans:
                       
Residential Real Estate
  $ 4,297     $ -     $ -     $ 4,297  
Commercial Real Estate
                               
Owner Occupied
    1,168       -       -       1,168  
Non-owner Occupied
    1,269       -       -       1,269  
Commercial and Industrial
    1,038       -       -       1,038  
All Other
    4,386       -       -       4,386  
Total impaired loans
    12,158     $ -     $ -     $ 12,158  
                                 
Other real estate owned:
                               
Residential Real Estate
  $ 1,608     $ -     $ -     $ 1,608  
Commercial Real Estate
                               
Owner Occupied
    701       -       -       701  
Non-owner Occupied
    2,931       -       -       2,931  
Commercial and Industrial
    55       -       -       55  
All Other
    8,788       -       -       8,788  
Total OREO
  $ 14,083     $ -     $ -     $ 14,083  


Impaired loans, which are measured for impairment using the fair value of the collateral for collateral dependent loans, had a carrying amount of $16,367,000 at March 31, 2012 with a valuation allowance of $3,575,000 and a carrying amount of $15,205,000 at December 31, 2011 with a valuation allowance of $3,047,000, resulting in a provision for loan losses of $528,000 for the three months ended March 31, 2012, compared to a $15,000 provision for loan losses for the three months ended March 31, 2011.  The detail of impaired loans by loan class is contained in Note 3 above.

Other real estate owned measured at fair value less costs to sell, had a net carrying amount of $16,511,000 which is made up of the outstanding balance of $17,737,000 net of a valuation allowance of $1,186,000 at March 31, 2012, resulting in write downs of $44,000 for the three months ended March 31, 2012.  At December 31, 2011, other real estate owned had a net carrying amount of $14,083,000, made up of the outstanding balance of $15,288,000, net of a valuation allowance of $1,205,000.


 
 
- 37 -

PREMIER FINANCIAL BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED, DOLLARS IN TABLES IN THOUSANDS, EXCEPT PER SHARE DATA)



On April 12, 2012, Premier submitted a request to the FRB for written approval from the FRB and the Director of the Division of Banking Supervision and Regulation of the Board of Governors to declare and pay its quarterly dividend obligation to the U.S. Treasury due on  May 15, 2012.  In a letter dated May 7, 2012, the FRB and Board of Governors approved Premier’s request to pay the current $278,150 dividend due May 15, 2012. See Note 6 for additional details on Premier’s Series A, Fixed Rate Cumulative Perpetual Preferred Stock.



 
 
- 38 -

PREMIER FINANCIAL BANCORP, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
MARCH 31, 2012

   of Financial Condition and Results of Operations

FORWARD-LOOKING STATEMENTS
 
Management's discussion and analysis contains forward-looking statements that are provided to assist in the understanding of anticipated future financial performance. However, such performance involves risks and uncertainties, and there are certain important factors that may cause actual results to differ materially from those anticipated. These important factors include, but are not limited to, economic conditions (both generally and more specifically in the markets in which Premier operates), competition for Premier's customers from other providers of financial services, government legislation and regulation (which changes from time to time), changes in interest rates, Premier's ability to originate quality loans, collect delinquent loans and attract and retain deposits, the impact of Premier's growth, Premier's ability to control costs, and new accounting pronouncements, all of which are difficult to predict and many of which are beyond the control of Premier.  The words “may,” “could,” “should,” “would,” “will,” “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan,” “project,” “predict,” “continue” and similar expressions are intended to identify forward-looking statements.

A.         Results of Operations

A financial institution’s primary sources of revenue are generated by interest income on loans, investments and other earning assets, while its major expenses are produced by the funding of these assets with interest bearing liabilities.  Effective management of these sources and uses of funds is essential in attaining a financial institution’s optimal profitability while maintaining a minimum amount of interest rate risk and credit risk.

Net income for the three months ended March 31, 2012 was $2,830,000, or $0.31 per diluted share, compared to net income of $1,671,000, or $0.17 per diluted share for the three months ended March 31, 2011.  The increase in income in 2012 is largely due to an increase in interest income on loans, a decrease in total interest expense plus decreases in data processing expense, conversion costs and FDIC insurance costs more than offsetting an increase in the provision for loan losses and a decrease in non-interest income.  The annualized returns on common shareholders’ equity and average assets were approximately 7.98% and 0.99% for the three months ended March 31, 2012 compared to 4.90% and 0.56% for the same period in 2011.

Net interest income for the three months ended March 31, 2012 totaled $12.42 million, up $1.67 million, or 15.5%, from the $10.75 million of net interest income earned in the first three months of 2011.  Interest income in 2012 increased by $1.23 million, or 9.4%, largely due to a $1.40 million increase in interest income on loans.   Interest income on loans included $1.56 million from the recognition of deferred interest and purchase discounts on non-accrual loans liquidated during the first quarter of 2012.  The timing of these liquidations is difficult to predict, which creates fluctuations in reported loan interest income.  Interest earned on investments decreased by $151,000, or 7.6%, due to lower average yields even though on a higher average volume of investments.  Interest earned on federal funds sold and interest bearing bank balances decreased by $21,000, largely due to a lower average volume of assets held in this category.


 
 
- 39 -

PREMIER FINANCIAL BANCORP, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
MARCH 31, 2012

Complementing the increase in interest income, interest expense decreased in total during the first three months of 2012 by $444,000, or 19.8%, when compared to the same three months of 2011.  Interest expense on deposits decreased by $397,000, or 20.5%, largely due to a continuing decrease in the rates paid on deposits combined with a lower average balance of deposits outstanding.  Interest expense on repurchase agreements and other short-term borrowings decreased by $21,000, largely due lower rates paid and a lower average balance outstanding.  Interest expense on FHLB advances decreased by $6,000, due to a decrease in the average balance outstanding resulting from the repayment of advances at maturity.  Interest expense on other borrowings decreased by $20,000, or 9.3%, in the first three months of 2012 compared to the first three months of 2011, largely due to a decrease in the average amount of borrowings outstanding.  The Board of Governors’ policy to reduce the federal funds rate to nearly zero, coupled with the U.S. Treasury actively buying investment securities, has significantly reduced the yield on much of Premier’s earning assets, including investments, federal funds sold and variable rate loans.  Premier has tried to offset some of the lower interest income by lowering the rates paid on its deposits and repurchase agreements with customers.  The recognition of additional loan interest income combined with the lower rates paid on interest-bearing deposits and repurchase agreements have combined to increase Premier’s overall net interest margin.  Premier’s net interest margin during the first three months of 2012 was 4.82% compared to 3.99% for the same period in 2011.  A portion of the interest income on loans is the result of recognizing into interest income the remaining fair value discounts on notes acquired via a business acquisition if that note was paid-off during the quarter.  These events cannot be predicted with certainty and may positively or negatively affect interest income on loans in future months.


 
 
- 40 -

PREMIER FINANCIAL BANCORP, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
MARCH 31, 2012

Additional information on Premier’s net interest income for the first quarter of 2012 and first quarter of 2011 is contained in the following table.

PREMIER FINANCIAL BANCORP, INC.
 
AVERAGE CONSOLIDATED BALANCE SHEETS
 
AND NET INTEREST INCOME ANALYSIS
 
   
   
Three Months Ended March 31, 2012
   
Three Months Ended March 31, 2011
 
   
Balance
   
Interest
   
Yield/Rate
   
Balance
   
Interest
   
Yield/Rate
 
Assets
                                   
Interest Earning Assets
                                   
Federal funds sold and other
  $ 65,385     $ 32       0.20 %   $ 100,033     $ 53       0.21 %
Securities available for sale
                                               
Taxable
    280,581       1,773       2.53       265,971       1,936       2.91  
Tax-exempt
    9,673       74       4.64       8,375       62       4.49  
Total investment securities
    290,254       1,847       2.60       274,346       1,998       2.96  
Total loans
    680,046       12,337       7.28       718,778       10,940       6.17  
Total interest-earning assets
    1,035,685       14,216       5.52 %     1,093,157       12,991       4.82 %
Allowance for loan losses
    (9,834 )                     (10,021 )                
Cash and due from banks
    28,441                       24,339                  
Other assets
    76,265                       80,086                  
Total assets
  $ 1,130,557                     $ 1,187,561                  
                                                 
Liabilities and Equity
                                               
Interest-bearing liabilities
                                               
Interest-bearing deposits
  $ 739,260       1,535       0.83     $ 772,265       1,932       1.01  
Short-term borrowings
    22,386       26       0.47       27,306       47       0.70  
FHLB advances
    7,502       41       2.19       11,116       47       1.71  
Other borrowings
    17,641       196       4.46       19,897       216       4.40  
Total interest-bearing liabilities
    786,789       1,798       0.92 %     830,584       2,242       1.09 %
Non-interest bearing deposits
    192,916                       219,751                  
Other liabilities
    3,896                       3,924                  
Shareholders’ equity
    146,956                       133,302                  
Total liabilities and equity
  $ 1,130,557                     $ 1,187,561                  
                                                 
Net interest earnings
          $ 12,418                     $ 10,749          
Net interest spread
                    4.60 %                     3.73 %
Net interest margin
                    4.82 %                     3.99 %
                                                 


 
 
- 41 -

PREMIER FINANCIAL BANCORP, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
MARCH 31, 2012

 
Non-interest income decreased by $94,000, or 5.8%, to $1,517,000 for the first three months of 2012 compared to the same three months of 2011.  Service charges on deposit accounts decreased by $58,000, or 6.5%, secondary market mortgage income decreased by $63,000, or 71.6%, and income from other sources decreased by $12,000, or 6.5%.  These decreases were partially offset by a $39,000, or 8.7%, increase in electronic banking income (income from debit/credit cards, ATM fees and internet banking charges).  Electronic banking income increased largely due to continued increases in Premier’s deposit customer base and customers’ greater propensity to use electronic means to conduct their banking business.
 
Non-interest expenses for the first quarter of 2012 totaled $8,594,000, or 3.06% of average assets on an annualized basis, compared to $9,307,000, or 3.18% of average assets for the same period of 2011.  The $713,000 decrease in non-interest expenses in 2012 when compared to the first quarter of 2011 is largely due to a $335,000, or 27.8%, decrease in data processing expenses and $379,000 of conversion expenses incurred during the first quarter of 2011, as Premier changed its operating and customer delivery systems to a more unified platform last year.  Also contributing to the decrease in non-interest expenses in 2012 was a $266,000, or 52.4%, decrease in FDIC insurance costs.  In the second quarter of 2011, Premier merged five of its subsidiary banks together to form Premier Bank, Inc.  The FDIC insurance expense of Premier Bank is substantially less than the combined insurance costs of the five individual subsidiary banks.  Other decreases in non-interest expense during the first quarter of 2012 include a $68,000, or 1.7%, decrease in staff costs, a $55,000, or 4.5%, decrease in occupancy and equipment expense, a $38,000, or 19.7%, decrease in taxes not on income and a $37,000, or 17.6%, decrease in core deposit amortization expense.  Staff costs have decreased as normal salary and benefit increases have been offset by a reduction in the number of employees.  Occupancy and equipment expense decreased due to lower utility costs and snow removal expenses as a result of the milder winter and lower equipment expenses.  Taxes not on income have decreased due to enacted rate decreases in equity based taxes in West Virginia.  Core deposit amortization expense decreased as Premier utilizes an accelerated method to amortize its core deposit intangible asset.  These expense decreases were partially offset by a $24,000, or 9.2%, increase in professional fees, a $130,000 increase in expenses and writedowns on other real estate owned (OREO), and a $306,000 increase in other non-interest expenses, namely foreclosure and other loan collection expenses associated with the liquidation of non-accrual loans during the first quarter of 2012.

Income tax expense was $1,561,000 for the first three months of 2012 compared to $862,000 for the first three months of 2011.  The effective tax rate for the three months ended March 31, 2012 was 35.5% compared to the 34.0% effective tax rate for the same period in 2011.  The increase in income tax expense can be primarily attributed to the increase in pre-tax income detailed above, while the increase in the effective income tax rate can be attributed to an increase in the amount of income subject to state income taxes.

 
 
- 42 -

PREMIER FINANCIAL BANCORP, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
MARCH 31, 2012

B.         Financial Position
 
Total assets at March 31, 2012 increased by $14.1 million to just over $1.138 billion from the $1.124 billion at December 31, 2011.  Likewise, earning assets increased by $14.4 million from the $1.028 billion at year-end 2011 to end the quarter at $1.043 billion.  The increase in earning assets was largely due to an increase in securities available for sale partially offset by a decrease in total loans outstanding (see below).
 
Cash and due from banks at March 31, 2012 was $29.3 million, a 0.1 million decrease from the $29.4 million at December 31, 2011.  Interest bearing bank balances increased by $9.2 million from the $42.7 million reported at December 31, 2011, while federal funds sold decreased by $0.5 million to $10.3 million at March 31, 2012.  Changes in these highly liquid assets are generally in response to increases in deposits, the demand for deposit withdrawals or the funding of loans or investment purchases and are part of Premier’s management of its liquidity and interest rate risks.  The increase in interest bearing bank balances during the first three months of 2012 was largely in response to an increase in funding primarily via an increase in total deposits during the quarter.

Securities available for sale totaled $301.1 million at March 31, 2012, a $22.6 million increase from the $278.5 million at December 31, 2011.  The increase was largely due to the investment of surplus funds from the repayment or complete payoff of loans in the first quarter exceeding new loan volume plus additional funds from the net growth in deposits during the quarter.  During the first quarter of 2011, Premier used some of its surplus liquid assets to purchase bonds in the short- to mid-term maturity range in an effort to improve its overall yield on earning assets without unduly increasing interest rate risk.  The investment portfolio is predominately high quality residential mortgage backed securities backed by the U.S. Government or Government sponsored agencies.  The unrealized losses at March 31, 2012 and December 31, 2011 are believed to be price changes resulting from increases in the long-term interest rate environment and management anticipates receiving all principal and interest on these investments as they come due.  Additional details on investment activities can be found in the Consolidated Statements of Cash Flows.
 
Total loans at March 31, 2012 were $674.0 million compared to $690.9 million at December 31, 2011, a decrease of approximately $16.9 million.  The decrease in loans was largely due to loan payoffs, transfers of loans to OREO upon foreclosure and principal payments which more than offset sluggish loan demand during the first quarter of 2012.
 
Deposits totaled $948.2 million as of March 31, 2012, a $23.1 million increase from the $925.1 million in deposits at December 31, 2011.  The overall increase in deposits is largely due to a $20.3 million increase in interest bearing transaction accounts and time deposits less than $100,000 (other interest bearing deposits).  Non-interest bearing deposits increased by $4.0 million to $200.2 million during the first quarter of 2012.  These increases were partially offset by a $1.2 million, or 0.8%, decrease in interest bearing time deposits $100,000 and over.  Contrary to the growth in total deposits, repurchase agreements with corporate and public entity customers decreased in the first quarter of 2012, declining by $1.6 million to $21.6 million as of March 31, 2012.

 
 
- 43 -

PREMIER FINANCIAL BANCORP, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
MARCH 31, 2012
 
During the first quarter of 2012, a portion of the increase in deposits was used to repay $10.0 million of Federal Home Loan Bank (FHLB) advances upon maturity.  FHLB advances declined by $10.1 million during the first three months of 2012 leaving only $24,000 of FHLB advances outstanding at March 31, 2012.  Other borrowed funds decreased by $517,000 during the first quarter of 2012 due to regularly scheduled principal payments plus accelerated principal payments.  See Note 4 to the consolidated financial statements for additional information on the Company’s outstanding FHLB advances.

The following table sets forth information with respect to the Company’s nonperforming assets at March 31, 2012 and December 31, 2011.

   
(In Thousands)
 
   
2012
   
2011
 
Non-accrual loans
  $ 29,190     $ 42,354  
Accruing loans which are contractually past due 90 days or more
    5,549       4,527  
Accruing restructured loans
    7,634       5,951  
Total non-performing loans
    42,373       52,832  
Other real estate acquired through foreclosure (OREO)
    16,551       14,642  
Total non-performing assets
  $ 58,924     $ 67,474  
                 
Non-performing loans as a percentage of total loans
    6.29 %     7.65 %
                 
Non-performing assets as a percentage of total assets
    5.18 %     6.00 %

Total non-performing loans have decreased since year-end, largely due to a $13.2 million decrease in non-accrual loans.  During the first quarter of 2012, non-accrual loans decreased by $9.4 million due to payoffs upon the liquidation of collateral and by another $2.7 million due to the transfer of collateral upon foreclosure to OREO, resulting in the increase in other real estate owned.  The significant level of non-accrual loans and OREO is due to the non-performing assets that came with the acquisition of Abigail Adams and its two subsidiary banks (the “Acquired Banks”).
 
At December 31, 2011, the Acquired Banks accounted for $44.4 million or 65.9% of Premier’s non-performing assets while at March 31, 2012 the Acquired Banks accounted for $39.4 million or 66.8% of Premier’s non-performing assets.  However, since these assets were recorded at an estimated fair value on the date of acquisition, the amount of credit risk assumed by Premier is not nearly as great as the volume of non-performing assets suggests taken at face value.  The estimate of fair value on all loans, but particularly on non-performing assets, included factors for the measurement of credit risk, interest rate risk and re-salability in the most advantageous market for the loans in an orderly transaction between market participants. These estimates included significant discounts on the non-accrual loans.  Since the estimated fair value of these loans was believed to have accounted for the reasonably estimable credit risk in the loans, consistent with new accounting guidance for acquisitions after 2008, no allowance for loan losses for these loans was recorded at the date of acquisition.  Under previous accounting standards, the loan loss allowance of acquired banks would have carried over to Premier’s books and records, as was the case for the Traders Bank and Citizens First Bank acquisitions.  The following table illustrates the face value of the non-performing assets of the Acquired Banks as of March 31, 2012 and December 31, 2011 and the discounted net carrying value of those non-performing assets.

 
 
- 44 -

PREMIER FINANCIAL BANCORP, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
MARCH 31, 2012


NON-PERFORMING ASSETS AT ACQUIRED SUBSIDIARY BANKS
 
(Dollars in thousands)
 
   
March 31, 2012
   
December 31, 2011
 
   
Face Value
   
Discounted Net Carrying Value
   
Face Value
   
Discounted Net Carrying
Value
 
Non-performing Assets
                       
Non-accrual loans
  $ 28,976     $ 22,649     $ 37,201     $ 29,824  
Loans 90+ days past due
    4,719       4,632       4,087       3,997  
Restructured loans
    1,601       1,579       -       -  
Other real estate owned
    10,859       10,503       10,978       10,622  
Total non-performing assets
  $ 46,155     $ 39,363     $ 52,266     $ 44,443  
                                 
(1) Face value includes reductions for interest payments received on loans while on non-accrual status in accordance with the cost recovery method of accounting for non-accrual loans.
 
 
Many of the non-accrual loans obtained from the Acquired Banks are continuing to be accounted for under cost recovery methods of income recognition as permitted by the guidance for accounting for non-accrual loans acquired in a business combination.  Most of the non-accrual loans at the Acquired Banks were placed in that status due to a lack of predictable cash flows from the borrower.  At acquisition by Premier, these loans were recorded at their estimated fair value.  These estimates included significant discounts on the non-accrual loans.  Yet, the lack of predictable cash flows from the borrowers remains.  As a result, accounting guidance requires these loans to continue to be accounted for under cost recovery methods of income recognition, even though the estimated collateral value may exceed the discounted net carrying value.
 
Premier continues to make a significant effort to reduce its past due and non-performing loans by reviewing loan files, using the courts to bring borrowers current with the terms of their loan agreements and/or the foreclosure and sale of OREO properties.  As in the past, when these plans are executed, Premier may experience increases in non-performing loans and non-performing assets. Furthermore, any resulting increases in loans placed on non-accrual status will have a negative impact on future loan interest income.  Also, as these plans are executed, other loans may be identified that would necessitate additional charge-offs and potentially additional provisions for loan losses.
 
During the first quarter of 2012, Premier recorded $950,000 of provisions for loan losses, largely due to estimated increases in the overall credit risk in the loan portfolio.  The continuing level of non-performing loans, plus additional loans identified as impaired under Premier’s policies for estimating credit risk are evidence of the increased credit risk in the loan portfolio.  The actual amount of realized losses, if any, has yet to be determined and may not be determined for some time into the future.  However, in management’s opinion, sufficient evidence existed in the first quarter to reduce the likelihood of full repayment and increase the related estimated credit risk.  As the pace of economic recovery continues to be sluggish in Premier’s markets, the ability of borrowers to consistently make their loan payments is increasingly being tested.  Evidence of the continuing higher level of credit risk includes a high level of past due and non-accrual loans, loan charge-offs and increases in other real estate owned as a result of foreclosures.  The $950,000 first quarter 2012 provision for loan losses compares to the $520,000 of provision expense recorded during the first quarter of 2011.  The provisions for loan losses were made in accordance with Premier’s policies regarding management’s estimation of probable incurred losses in the loan portfolio and the adequacy of the allowance for loan losses, which are in accordance with accounting principles generally accepted in the United States of America.  
 
 
- 45 -

PREMIER FINANCIAL BANCORP, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
MARCH 31, 2012

The higher provision expense was largely in response to an increase in the amount of specific reserves assigned to impaired loans.  In the coming months, Premier will continue to monitor the impact that national housing market price declines may have on its local markets and collateral valuations as management evaluates the adequacy of the allowance for loan losses.  While some price deterioration is expected, it is not currently anticipated that Premier’s markets will be impacted as severely as other areas of the country due to the historically modest increases in real estate values in the Company’s Appalachian markets.  However, as local and national unemployment rates remain at elevated levels and the downturn in housing prices extends further into the future, there is an increasing risk of price deterioration in real estate values in the Company’s markets.  Future provisions to the allowance for loan losses, positive or negative, will depend on future improvement or deterioration in estimated credit risk in the loan portfolio as well as whether additional payments are received on loans having significant credit risk.
 
Gross charge-offs totaled $521,000 during the first three months of 2012.  Any collections on these loans would be presented in future financial statements as recoveries of the amounts charged against the allowance.  Recoveries recorded during the first three months of 2012 totaled $87,000 resulting in net charge-offs for the first quarter of 2012 of $434,000.  This compares to $103,000 of net charge-offs recorded in the first quarter of 2011.  The allowance for loan losses at March 31, 2012 was 1.53% of total loans compared to 1.42% at December 31, 2011.  The increase in the ratio is largely due to the $950,000 of additional provisions for loan losses exceeding the $434,000 of net charge-offs recorded in the first quarter of 2012 as well as the $16.9 million decrease in total loans outstanding.


C.         Critical Accounting Policies
 
The Company follows financial accounting and reporting policies that are in accordance with generally accepted accounting principles in the United States of America.  These policies are presented in Note 1 to the consolidated audited financial statements in the Company's annual report on Form 10-K for the year ended December 31, 2011.  Some of these accounting policies, as discussed below, are considered to be critical accounting policies.  Critical accounting policies are those policies that require management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.  The Company has identified four accounting policies that are critical accounting policies, and an understanding of these policies is necessary to understand the financial statements.  These policies relate to determining the adequacy of the allowance for loan losses, the identification and evaluation of impaired loans, the impairment of goodwill and the realization of deferred tax assets.  A detailed description of these accounting policies is contained in the Company’s annual report on Form 10-K for the year ended December 31, 2011.  There have been no significant changes in the application of these accounting policies since December 31, 2011.
 
Management believes that the judgments, estimates and assumptions used in the preparation of the consolidated financial statements are appropriate given the factual circumstances at the time.

 
 
- 46 -

PREMIER FINANCIAL BANCORP, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
MARCH 31, 2012

D.         Liquidity
 
Liquidity objectives for the Company 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 while attempting to maximize profitability. In order to provide for funds on a current and long-term basis, the Company’s subsidiary banks rely primarily on the following sources:

 
1.
Core deposits consisting of both consumer and commercial deposits and certificates of deposit of $100,000 or more.  Management believes that the majority of its $100,000 or more certificates of deposit are no more volatile than its other deposits.  This is due to the nature of the markets in which the subsidiaries operate.

 
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 Company owns $301.1 million of securities at fair value as of March 31, 2012.
 
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.


    E.           Capital
 
At March 31, 2012, total shareholders’ equity of $147.3 million was 12.9% of total assets.  This compares to total shareholders’ equity of $144.0 million or 12.8% of total assets on December 31, 2011.
 
Tier I capital totaled $112.3 million at March 31, 2012, which represents a Tier I leverage ratio of 10.3%.  This ratio is up slightly from the 10.0% at December 31, 2011 as the percentage growth in Tier I capital exceeded percentage increase in total assets during the first quarter of 2012.
 
Book value per common share was $15.78 at March 31, 2012, and $15.38 at December 31, 2011.  The increase in book value per share was the result of the $0.31 per share earned during the quarter, including an approximate $0.04 per share reduction for the $305,000 of preferred stock dividends accrued and related accretion.  Also increasing the book value per share was $664,000 of other comprehensive income for the first three months of 2012 related to the after tax increase in the market value of investment securities available for sale, which increased book value by approximately $0.08 per share.

 
 
- 47 -

PREMIER FINANCIAL BANCORP, INC.
MARCH 31, 2012

Item 3.  Quantitative and Qualitative Disclosures About Market Risk
 
The Company currently does not engage in any derivative or hedging activity.  Refer to the Company’s 2011 10-K for analysis of the interest rate sensitivity.  The Company believes there have been no significant changes in the interest rate sensitivity since previously reported on the Company’s 2011 10-K.



A.         Disclosure Controls & Procedures
 
Premier management, including the Chief Executive Officer and Chief Financial Officer, has conducted an evaluation of the effectiveness of disclosure controls and procedures pursuant to the Securities and Exchange Act of 1934 Rule 13a-15c as of the end of the period covered by this quarterly report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures are effective in ensuring that all material information required to be filed in this quarterly report has been made known to them in a timely fashion.

B.         Changes in Internal Controls over Financial Reporting

There were no changes in internal controls over financial reporting during the first fiscal quarter that have materially affected or are reasonably likely to materially affect Premier's internal controls over financial reporting.

C.         Inherent Limitations on Internal Control
 
"Internal controls" are procedures, which are designed with the objective of providing reasonable assurance that (1) transactions are properly authorized; (2) assets are safeguarded against unauthorized or improper use; and (3) transactions are properly recorded and reported, all so as to permit the preparation of reports and financial statements in conformity with generally accepted accounting principles. However, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their cost. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. The design of any system of controls is also based, in part, upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, a control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. Finally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control.

 
 
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PREMIER FINANCIAL BANCORP, INC.
MARCH 31, 2012


Item 1.              Legal Proceedings                                                                                             None

Item 1A.           Risk Factors

Please refer to Premier’s Annual Report on Form 10-K for the year ended December 31, 2011 for disclosures with respect to Premier’s risk factors at December 31, 2011. There have been no material changes since year-end 2011 in the specified risk factors disclosed in the Annual Report on Form 10-K.

Item 2.              Unregistered Sales of Equity Securities and Use of Proceeds                         None

Item 3.              Defaults Upon Senior Securities                                                                      None

Item 4.              Mine Safety Disclosures                                                                           Not Applicable

Item 5.              Other Information                                                                                             None

Item 6.              Exhibits

 (a)           The following exhibits are furnished in accordance with the provisions of Item 601 of Regulation S-K.




 
 
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PREMIER FINANCIAL BANCORP, INC.
MARCH 31, 2012



 
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: May 15, 2012                                        /s/ Robert W. Walker                                                          
Robert W. Walker
President & Chief Executive Officer


Date: May 15, 2012                                        /s/ Brien M. Chase                                                          
Brien M. Chase
Senior Vice President & Chief Financial Officer



 
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