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

FORM 10-Q

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

For the quarterly period ended September 30, 2016March 31, 2017

or

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

For the transition period from ___________ to ___________

Commission file number 000-20908

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’sRegistrant'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      No .

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Webweb site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§230.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes    No .

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

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   

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

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

Common stock, no par value, – 9,665,12810,657,699 shares outstanding at November 1, 2016April 28, 2017


PREMIER FINANCIAL BANCORP, INC.
SEPTEMBER 30, 2016MARCH 31, 2017
INDEX TO REPORT


 
3
4439
5849
5849
5950
5950
5950
5950
5950
5950
5950
5950
6051


- 2 -

PREMIER FINANCIAL BANCORP, INC.
SEPTEMBER 30, 2016MARCH 31, 2017

 

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

The accompanying information has not been audited by an independent registered public accounting firm; 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”'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, and the impairment of goodwill.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 registered public accounting firm.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’sregistrant's annual report on Form 10-K.  Accordingly, the reader of the Form 10-Q may wish to refer to the registrant’sregistrant's Form 10-K for the year ended December 31, 20152016 for further information in this regard.

Index to consolidated financial statements:

4
5
6
6
7
9




 

- 3 -

PREMIER FINANCIAL BANCORP, INC.
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2016MARCH 31, 2017 AND DECEMBER 31, 20152016
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)


 (UNAUDITED)    
 September 30,  December 31,  (UNAUDITED)    
 2016  2015  2017  2016 
ASSETS            
Cash and due from banks $40,250  $33,888  $40,433  $41,443 
Interest bearing bank balances  47,577   32,816   48,956   55,720 
Federal funds sold  6,861   5,835   6,721   7,555 
Cash and cash equivalents  94,688   72,539   96,110   104,718 
Time deposits with other banks  2,582   2,332 
Securities available for sale  295,211   255,466   305,873   288,607 
Loans  1,033,945   849,746   1,039,514   1,024,823 
Allowance for loan losses  (10,863)  (9,647)  (10,894)  (10,836)
Net loans  1,023,082   840,099   1,028,620   1,013,987 
Federal Home Loan Bank stock, at cost  3,220   3,072   3,200   3,200 
Premises and equipment, net  24,632   19,841   23,855   24,224 
Real estate and other property acquired through foreclosure  12,293   13,040   12,455   12,665 
Interest receivable  4,019   3,162   3,838   3,862 
Goodwill  35,371   33,796   35,371   35,371 
Other intangible assets  4,626   2,180   4,084   4,349 
Other assets  978   1,498   1,231   2,878 
Total assets $1,498,120  $1,244,693  $1,517,219  $1,496,193 
                
LIABILITIES AND STOCKHOLDERS' EQUITY                
Deposits                
Non-interest bearing $314,348  $271,194  $321,648  $319,618 
Time deposits, $250,000 and over  66,171   64,062   64,977   66,378 
Other interest bearing  893,066   724,940   911,684   893,390 
Total deposits  1,273,585   1,060,196   1,298,309   1,279,386 
Securities sold under agreements to repurchase  27,145   21,694   22,864   23,820 
FHLB advances  531   - 
Other borrowed funds  9,467   11,292   8,251   8,859 
Subordinated debt  5,333   -   5,352   5,343 
Interest payable  332   321   352   364 
Other liabilities  4,296   3,958   4,241   4,237 
Total liabilities  1,320,689   1,097,461   1,339,369   1,322,009 
                
Stockholders' equity                
Common stock, no par value; 20,000,000 shares authorized; 9,665,128 shares issued and outstanding at September 30, 2016, and 8,179,731 shares issued and outstanding at December 31, 2015  92,165   69,319 
Common stock, no par value; 20,000,000 shares authorized; 10,650,024 shares issued and outstanding at March 31, 2017, and 10,640,735 shares issued and outstanding at December 31, 2016  110,032   109,911 
Retained earnings  82,021   77,592   68,262   66,195 
Accumulated other comprehensive income  3,245   321 
Accumulated other comprehensive income (loss)  (444)  (1,922)
Total stockholders' equity  177,431   147,232   177,850   174,184 
Total liabilities and stockholders' equity $1,498,120  $1,244,693  $1,517,219  $1,496,193 
        

See Accompanying Notes to Consolidated Financial Statements
- 4 -

PREMIER FINANCIAL BANCORP, INC.
CONSOLIDATED STATEMENTS OF INCOME
THREE AND NINE MONTHS ENDED SEPTEMBER 30,MARCH 31, 2017 AND 2016 AND 2015
(UNAUDITED, DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)


 
Three Months Ended
September 30,
  
Nine Months Ended
September 30,
  
Three Months Ended
March 31,
 
 2016  2015  2016  2015  2017  2016 
Interest income                  
Loans, including fees $13,375  $12,506  $39,084  $35,812  $13,535  $12,601 
Securities available for sale                        
Taxable  1,285   1,176   4,075   3,639   1,345   1,428 
Tax-exempt  82   51   254   162   72   84 
Federal funds sold and other  123   49   328   137   157   97 
Total interest income  14,865   13,782   43,741   39,750   15,109   14,210 
                        
Interest expense                        
Deposits  965   858   2,917   2,661   949   977 
Repurchase agreements and other  10   9   28   28   7   7 
FHLB advances  10   -   32   - 
Other borrowings  101   132   321   391 
FHLB advances and other borrowings  87   120 
Subordinated debt  63   -   181   -   70   51 
Total interest expense  1,149   999   3,479   3,080   1,113   1,155 
                        
Net interest income  13,716   12,783   40,262   36,670   13,996   13,055 
Provision for loan losses  312   309   1,436   232   366   312 
Net interest income after provision for loan losses  13,404   12,474   38,826   36,438   13,630   12,743 
                        
Non-interest income                        
Service charges on deposit accounts  1,031   948   2,975   2,740   976   961 
Electronic banking income  791   670   2,355   2,016   780   762 
Secondary market mortgage income  64   38   163   98   67   40 
Other  176   146   571   415   194   174 
  2,062   1,802   6,064   5,269   2,017   1,937 
Non-interest expenses                        
Salaries and employee benefits  4,817   4,149   15,025   12,965   4,970   4,991 
Occupancy and equipment expenses  1,635   1,328   4,697   3,918   1,521   1,512 
Outside data processing  1,300   1,104   3,935   3,275   1,320   1,321 
Professional fees  167   189   500   497   248   150 
Taxes, other than payroll, property and income  156   135   473   476   189   158 
Write-downs, expenses, sales of other real estate owned, net  765   669   1,402   1,351   240   239 
Amortization of intangibles  278   210   862   644   265   267 
FDIC insurance  278   232   752   653   193   260 
Conversion expense  1   -   196   - 
Conversion expenses  24   146 
Other expenses  1,211   1,070   3,478   3,028   1,028   1,031 
  10,608   9,086   31,320   26,807   9,998   10,075 
Income before income taxes  4,858   5,190   13,570   14,900   5,649   4,605 
Provision for income taxes  1,694   1,865   4,803   5,306   1,985   1,626 
                        
Net income $3,164  $3,325  $8,767  $9,594  $3,664  $2,979 
                        
Net income per share:                        
Basic $0.33  $0.41  $0.92  $1.18  $0.34  $0.29 
Diluted  0.33   0.40   0.91   1.14   0.34   0.29 
See Accompanying Notes to Consolidated Financial Statements
- 5 -

PREMIER FINANCIAL BANCORP, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
THREE AND NINE MONTHS ENDED SEPTEMBER 30,MARCH 31, 2017 AND 2016 AND 2015
(UNAUDITED, DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)


 
Three Months Ended
September 30,
  
Nine Months Ended
September 30,
  
Three Months Ended
March 31,
 
 2016  2015  2016  2015  2017  2016 
Net income $3,164  $3,325  $8,767  $9,594  $3,664  $2,979 
                        
Other comprehensive income (loss):
                
Unrealized gains (losses) arising during the period  15   732   4,504   456 
Other comprehensive income:
        
Unrealized gains arising during the period  2,276   2,632 
Reclassification of realized amount  -   -   (4)  -   -   (4)
Net change in unrealized gain on securities  15   732   4,500   456   2,276   2,628 
Less tax impact  (5)  (249)  (1,576)  (155)  (798)  (911)
Other comprehensive income (loss)  10   483   2,924   301 
Other comprehensive income  1,478   1,717 
                        
Comprehensive income $3,174  $3,808  $11,691  $9,895  $5,142  $4,696 
                
                



PREMIER FINANCIAL BANCORP, INC.
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’STOCKHOLDERS' EQUITY
NINETHREE MONTHS ENDED SEPTEMBER 30, 2016MARCH 31, 2017
(UNAUDITED, DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)



 
Common
Stock
  
Retained
Earnings
  
Accumulated
Other
Comprehensive
Income
  Total  
Common
Stock
  
Retained
Earnings
  
Accumulated
Other
Comprehensive
Income (loss)
  Total 
Balances, January 1, 2016 $69,319  $77,592  $321  $147,232 
Balances, January 1, 2017 $109,911  $66,195  $(1,922) $174,184 
Net income  -   8,767   -   8,767   -   3,664   -   3,664 
Other comprehensive income  -   -   2,924   2,924   -   -   1,478   1,478 
Cash dividends paid ($0.45 per share)  -   (4,338)  -   (4,338)
Stock issued to acquire subsidiary  22,041   -   -   22,041 
Cash dividends paid ($0.15 per share)  -   (1,597)  -   (1,597)
Stock options exercised  101   -   -   101 
Stock based compensation expense  160   -   -   160   20   -   -   20 
Stock options exercised  645   -   -   645 
Balances, September 30, 2016 $92,165  $82,021  $3,245  $177,431 
Balances, March 31, 2017 $110,032  $68,262  $(444) $177,850 

See Accompanying Notes to Consolidated Financial Statements
- 6 -

PREMIER FINANCIAL BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
NINETHREE MONTHS ENDED SEPTEMBER 30,MARCH 31, 2017 AND 2016 AND 2015
(UNAUDITED, DOLLARS IN THOUSANDS)


 2016  2015  2017  2016 
Cash flows from operating activities            
Net income $8,767  $9,594  $3,664  $2,979 
Adjustments to reconcile net income to net cash from operating activities                
Depreciation  1,461   1,290   445   472 
Provision for loan losses  1,436   232   366   312 
Amortization (accretion), net  2,010   154   388   577 
OREO writedowns, net  508   625 
Writedowns (gains) on other real estate owned, net  19   (11)
Stock compensation expense  160   188   20   120 
Loans originated for sale  -   (1,679)
Secondary market loans sold  -   1,941 
Secondary market income  -   (38)
Gain on the disposition of securities available for sale  -   (4)
Changes in :                
Interest receivable  (259)  (188)  24   45 
Other assets  (140)  221   849   859 
Interest payable  (76)  (95)  (12)  (37)
Other liabilities  (2,071)  337   4   (1,567)
Net cash from operating activities  11,796   12,582   5,767   3,745 
                
Cash flows from investing activities                
Net change on time deposits with other banks  (250)  - 
Purchases of securities available for sale  (22,512)  (51,610)  (31,087)  - 
Proceeds from maturities and calls of securities available for sale  62,011   52,396   15,573   18,389 
Purchase of FHLB stock  -   (76)
Redemption of FRB and FHLB stock  190   - 
Redemption of FRB stock  -   143 
Acquisition of subsidiaries, net of cash received  -   16,385 
Net change in loans  (51,417)  19,330   (14,936)  (4,132)
Acquisition of subsidiary, net of cash received  16,385   - 
Purchases of premises and equipment, net  (413)  (624)  (76)  (54)
Improvements to OREO property  -   (29)  -   (30)
Proceeds from sales of other real estate acquired through foreclosure  870   4,424   544   71 
Net cash from investing activities  5,114   23,811 
Net cash from (used in) investing activities  (30,232)  30,772 
                
Cash flows from financing activities                
Net change in deposits  8,246   3,648   18,917   18,823 
Net change in agreements to repurchase securities  3,282   4,952   (956)  671 
Repayment of FHLB advances  -   (53)
Repayment of other borrowed funds  (1,824)  (15,669)  (608)  (608)
Proceeds from other borrowings  -   15,946 
Proceeds from stock option exercises  645   218   101   81 
Purchase of warrant  -   (5,675)
Repayment of FHLB advances, net  (772)  - 
Common stock dividends paid  (4,338)  (3,346)  (1,597)  (1,439)
Net cash from financing activities  5,239   74   15,857   17,475 
                
Net change in cash and cash equivalents  22,149   36,467   (8,608)  51,992 
                
Cash and cash equivalents at beginning of period  72,539   75,384   104,718   72,539 
                
Cash and cash equivalents at end of period $94,688  $111,851
 
 $96,110  $124,531 
See Accompanying Notes to Consolidated Financial Statements
- 7 -

PREMIER FINANCIAL BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
NINETHREE MONTHS ENDED SEPTEMBER 30,MARCH 31, 2017 AND 2016 AND 2015
(UNAUDITED, DOLLARS IN THOUSANDS)


 2016  2015  2017  2016 
Supplemental disclosures of cash flow information:            
Cash paid during period for interest $3,555  $3,175  $1,125  $1,196 
                
Cash paid during period for income taxes  5,122   4,686   -   205 
                
Loans transferred to real estate acquired through foreclosure  631   5,726   353   416 
        
Stock issued to acquire subsidiary  22,041   - 
        
Premises transferred to other real estate owned  -   760 
        
Additional information regarding the assets acquired and liabilities assumed in the acquisition of First National Bankshares Corporation on January 15, 2016 can be found in Note 10 below.


See Accompanying Notes to Consolidated Financial Statements
- 8 -

PREMIER FINANCIAL BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(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”"Banks"):

        March 31, 2017 
     Year Total  Net Income 
Subsidiary                                      
 
Location                          
 Acquired Assets  
Qtr 
 
Citizens Deposit Bank & Trust Vanceburg, Kentucky 1991 $420,413  $1,197 
Premier Bank, Inc. Huntington, West Virginia 1998  1,089,968   3,085 
Parent and Intercompany Eliminations      6,838   (618)
  Consolidated Total      $1,517,219  $3,664
 
        September 30, 2016 
 
   Year Total Net Income 
Subsidiary 
Location 
 Acquired Assets 
Qtr
 
YTD
 
Citizens Deposit Bank & Trust
 
Vanceburg, Kentucky
 1991  
$
403,077
  
$
1,035
  
$
3,277
 
Premier Bank, Inc.
 
Huntington, West Virginia
 1998   
1,093,654
   
2,566
   
6,933
 
Parent and Intercompany Eliminations
       
1,389
   
(437
)
  
(1,443
)
  Consolidated Total
        
$
1,498,120
  
$
3,164
  
$
8,767
 


All significant intercompany transactions and balances have been eliminated.

Recently Issued Accounting Pronouncements

In May 2014, FASB issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers (Topic 606). The ASU creates a new topic, Topic 606, to provide guidance on revenue recognition for entities that enter into contracts with customers to transfer goods or services or enter into contracts for the transfer of nonfinancial assets. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Additional disclosures are required to provide quantitative and qualitative information regarding the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The new guidance iswas effective for annual reporting periods, and interim reporting periods within those annual periods, beginning after December 15, 2016. However, in April 2015, the FASB voted to defer the effective date of ASU 2014-09 by one year making, the amendments effective for public entities for annual reporting periods beginning after December 15, 2017, including interim periods within those reporting periods.  Companies have the option to apply ASU 2014-09 as of the original effective date. Early adoption is not permitted. The Bank plans to adopt these amendments during the first quarter of 2018.  Management is currently evaluatingcontinuing to evaluate the impact ASU 2014-09 will have on the Bank's consolidated financial statements as well as the most appropriate transition method of application.  Based on this evaluation to date, Management has determined that the majority of the revenues earned by the Bank are not within the scope of ASU 2014-09.  Management also believes that for most revenue streams within the scope of ASU 2014-09, the amendments will not change the timing of when the revenue is recognized.  Management will continue to evaluate the impact the adoption of this guidanceASU 2014-09 will have on the Company’sBank's consolidated financial statements, focusing on noninterest income sources within the scope of ASU 2014-09 as well as new disclosures required by these amendments; however, the adoption of ASU 2014-09 is not expected to have a material impact on the Bank's consolidated financial statements.

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


NOTE  1 - BASIS OF PRESENTATION - continued

In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.  The ASU makes several modifications to Subtopic 825-10 including the elimination of the available-for-sale classification of equity investments, and requires equity investments with readily determinable fair values to be measured at fair value with changes in fair value recognized in net income.  This ASU will become effective for the Company for interim and annual periods beginning after December 15, 2017. The adoption of ASU No. 2016-01 is not expected to have a material impact on the Company's financial statements.
PREMIER FINANCIAL BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED, DOLLARS IN TABLES IN THOUSANDS, EXCEPT PER SHARE DATA)


NOTE  1 - BASIS OF PRESENTATION – continued

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). This standard requires organizations to recognize lease assets and lease liabilities on the balance sheet and disclose key information about leasing requirements for leases that were historically classified as operating leases under previous generally accepted accounting principles. This ASU will become effective for the Company for interim and annual periods beginning after December 15, 2018.  The Company leases some of its branch locations.  Upon adoption of this standard, an asset will be recorded to recognize the right of the Company to use the leased facilities and a liability will be recorded representing the obligation to make all future lease payments on those facilities.  Management is currently evaluating the impact ofamounts to be recognized upon the adoption of this guidance onin the Company’sCompany's financial statements.

In March 2016, the FASB issued ASU No. 2016-09, Compensation—Stock Compensation: Improvements to Employee Share-Based Payment Accounting.  This ASU will require recognition of the income tax effects of share-based awards in the income statement when the awards vest or are settled (i.e., Additional Paid-in-Capital pools will be eliminated).  The guidance in this ASU will become effective for interim and annual reporting periodswas adopted by the Company beginning after December 15, 2016, with early adoption permitted.January 1, 2017.  The adoption of ASU No. 2016-09 isdid not expected to have a material impact on the Company's financial statements.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments.  This ASU replaces the measurement for credit losses from a probable incurred estimate with an expected future loss estimate, which is referred to as the “current"current expected credit loss”loss" or “CECL”"CECL".  The standard pertains to financial assets measured at amortized cost such as loans, debt securities classified as held-to-maturity, and certain other contracts.  The largest impact will be on the allowance for loan and lease losses.  This ASU will become effective for the Company for interim and annual periods beginning after December 15, 2019. Management is currently evaluating the impact of the adoption of this guidance on the Company’sCompany's financial statements.

  Upon adoption, an initial increase in the allowance for loan losses is currently anticipated by management along with a corresponding decrease in capital as permitted by the standard.
PREMIER FINANCIAL BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED, DOLLARS IN TABLES IN THOUSANDS, EXCEPT PER SHARE DATA)


NOTE  2 –SECURITIES

Amortized cost and fair value of investment securities, by category, at September 30, 2016March 31, 2017 are summarized as follows:

2016 Amortized Cost  Unrealized Gains  Unrealized Losses  Fair Value 
2017 Amortized Cost  Unrealized Gains  Unrealized Losses  Fair Value 
Available for sale                        
Mortgage-backed securities                        
U. S. sponsored agency MBS - residential $164,992  $3,148  $(12) $168,128  $199,976  $495  $(1,403) $199,068 
U. S. sponsored agency CMO’s - residential  81,114   1,482   (74)  82,522 
U. S. sponsored agency CMO's - residential  67,091   747   (518)  67,320 
Total mortgage-backed securities of government sponsored agencies  246,106   4,630   (86)  250,650   267,067   1,242   (1,921)  266,388 
U. S. government sponsored agency securities  25,700   167   -   25,867   24,108   15   (110)  24,013 
Obligations of states and political subdivisions  18,414   286   (6)  18,694   15,380   124   (32)  15,472 
Total available for sale $290,220  $5,083  $(92) $295,211  $306,555  $1,381  $(2,063) $305,873 

Amortized cost and fair value of investment securities, by category, at December 31, 20152016 are summarized as follows:

2015 Amortized Cost  Unrealized Gains  Unrealized Losses  Fair Value 
Available for sale            
Mortgage-backed securities            
U. S. sponsored agency MBS - residential $132,661  $540  $(854) $132,347 
U. S. sponsored agency CMO’s - residential  104,530   1,330   (738)  105,122 
Total mortgage-backed securities of government sponsored agencies  237,191   1,870   (1,592)  237,469 
U. S. government sponsored agency securities  10,401   29   (1)  10,429 
Obligations of states and political subdivisions7,387184(3)7,568 
Total available for sale $254,979  $2,083  $(1,596) $255,466 
2016 Amortized Cost  Unrealized Gains  Unrealized Losses  Fair Value 
Available for sale            
Mortgage-backed securities            
U. S. sponsored agency MBS - residential $177,105  $245  $(3,173) $174,177 
U. S. sponsored agency CMO's - residential  73,163   761   (657)  73,267 
Total mortgage-backed securities of government sponsored agencies  250,268   1,006   (3,830)  247,444 
U. S. government sponsored agency securities  24,652   23   (174)  24,501 
Obligations of states and political subdivisions  16,645   111   (94)  16,662 
Total available for sale $291,565  $1,140  $(4,098) $288,607 

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 September 30, 2016March 31, 2017 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
  
Amortized
Cost
  
Fair
Value
 
Available for sale            
Due in one year or less $7,179  $7,208  $8,659  $8,681 
Due after one year through five years  28,038   28,272   24,100   24,085 
Due after five years through ten years  8,089   8,264   6,168   6,165 
Due after ten years  808   817   561   554 
Mortgage-backed securities of government sponsored agencies  246,106   250,650   267,067   266,388 
Total available for sale $290,220  $295,211  $306,555  $305,873 
        

There were no sales of securities during the first three months of 2017.  During the first three months of 2016 the Company sold $47,000 of securities and realized a gain of $4,000.

Securities with unrealized losses at September 30, 2016March 31, 2017 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  Less than 12 Months  12 Months or More  Total 
Description of Securities Fair Value  Unrealized Loss  Fair Value  Unrealized Loss  Fair Value  Unrealized Loss  Fair Value  Unrealized Loss  Fair Value  Unrealized Loss  Fair Value  Unrealized Loss 
                                    
U.S government sponsored agency securities $15,724  $(110) $-  $-  $15,724  $(110)
U.S government sponsored agency MBS – residential $10,494  $(12) $-  $-  $10,494  $(12)  135,403   (1,403)  -   -   135,403   (1,403)
U.S government sponsored agency CMO’s – residential  6,833   (3)  9,543   (71)  16,376   (74)
U.S government sponsored agency CMO – residential  16,821   (273)  8,309   (245)  25,130   (518)
Obligations of states and political subdivisions  2,350   (6)  -   -   2,350   (6)  4,903   (26)  600   (6)  5,503   (32)
Total temporarily impaired $19,677  $(21) $9,543  $(71) $29,220  $(92) $172,851  $(1,813) $8,909  $(250) $181,760  $(2,063)

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, 20152016 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  Less than 12 Months  12 Months or More  Total 
Description of Securities Fair Value  Unrealized Loss  Fair Value  Unrealized Loss  Fair Value  Unrealized Loss  Fair Value  Unrealized Loss  Fair Value  Unrealized Loss  Fair Value  Unrealized Loss 
                                    
U.S government sponsored agency securities $2,016  $(1) $-  $-  $2,016  $(1) $17,207  $(174) $-  $-  $17,207  $(174)
U.S government sponsored agency MBS – residential  94,311   (854)  -   -   94,311   (854)  157,022   (3,173)  -   -   157,022   (3,173)
U.S government sponsored agency CMO’s – residential  11,604   (161)  19,755   (577)  31,359   (738)
U.S government sponsored agency CMO's – residential  18,374   (373)  8,750   (284)  27,124   (657)
Obligations of states and political subdivisions  571   (3)  -   -   571   (3)  7,961   (94)  -   -   7,961   (94)
Total temporarily impaired $108,502  $(1,019) $19,755  $(577) $128,257  $(1,596) $200,564  $(3,814) $8,750  $(284) $209,314  $(4,098)

The investment portfolio is predominately high credit quality interest-bearing bonds with defined maturity dates backed by the U.S. Government or Government sponsored entities.  The unrealized losses at September 30, 2016March 31, 2017 and December 31, 20152016 are price changes resulting from changes in the interest rate environment and are considered to be temporary declines in the value of the securities.  Management does not intend to sell and it is likely that management will not be required to sell the securities prior to their anticipated recovery.  Their fair value is expected to recover as the bonds approach their maturity date and/or market conditions improve.


NOTE  3 - LOANS

Major classifications of loans at September 30, 2016March 31, 2017 and December 31, 20152016 are summarized as follows:

 2016  2015  2017  2016 
Residential real estate $345,375  $285,826  $343,877  $342,294 
Multifamily real estate  68,483   50,452   74,941   74,165 
Commercial real estate:                
Owner occupied  138,906   119,265   135,490   129,370 
Non owner occupied  225,027   188,918   235,630   220,836 
Commercial and industrial  77,617   68,339   76,058   76,736 
Consumer  32,205   31,445   30,001   30,916 
All other  146,332   105,501   143,517   150,506 
 $1,033,945  $849,746  $1,039,514  $1,024,823 

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


NOTE  3–LOANS - continued

As more fully discussed under Note 10 below, the table above includes loans purchased in the acquisition of First National Bankshares Corporation (“Bankshares”).  The composition of the major classifications of the loans acquired from Bankshares at September 30, 2016 are summarized as follows:

  2016 
Residential real estate $49,424 
Multifamily real estate  3,265 
Commercial real estate:    
Owner occupied  20,024 
Non owner occupied  9,650 
Commercial and industrial  18,361 
Consumer  2,427 
All other  18,401 
  $121,552 

Activity in the allowance for loan losses by portfolio segment for the nine months ended September 30, 2016 was as follows:

Loan Class 
Balance
Dec 31, 2015
  Provision (credit) for loan losses  
Loans
charged-off
  Recoveries  
Balance
Sept. 30, 2016
 
                
Residential real estate $2,501  $377  $107  $19  $2,790 
Multifamily real estate  821   92   -   -   913 
Commercial real estate:                    
Owner occupied  1,509   (140)  -   2   1,371 
Non owner occupied  2,070   645   -   -   2,715 
Commercial and industrial  1,033   83   29   42   1,129 
Consumer  307   172   232   71   318 
All other  1,406   207   207   221   1,627 
Total $9,647  $1,436  $575  $355  $10,863 

Activity in the allowance for loan losses by portfolio segment for the nine months ending September 30, 2015 was as follows:

Loan Class 
Balance
Dec 31, 2014
  Provision (credit) for loan losses  
Loans
charged-off
  Recoveries  
Balance
Sept. 30, 2015
 
                
Residential real estate $2,093  $557  $102  $74  $2,622 
Multifamily real estate  304   291   -   -   595 
Commercial real estate:                    
Owner occupied  1,501   (3)  2   2   1,498 
Non owner occupied  2,316   (599)  -   659   2,376 
Commercial and industrial  1,444   71   403   7   1,119 
Consumer  243   128   167   82   286 
All other  2,446   (213)  1,058   154   1,329 
Total $10,347  $232  $1,732  $978  $9,825 

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 ended September 30, 2016March 31, 2017 was as follows:

Loan Class 
Balance
June 30, 2016
  Provision (credit) for loan losses  
Loans
charged-off
  Recoveries  
Balance
Sept. 30, 2016
  
Balance
Dec 31, 2016
  Provision (credit) for loan losses  
Loans
charged-off
  Recoveries  
Balance
March 31, 2017
 
                              
Residential real estate $2,747  $91  $51  $3  $2,790  $2,948  $129  $(105) $5  $2,977 
Multifamily real estate  822   91   -   -   913   785   (15)  -   -   770 
Commercial real estate:                                        
Owner occupied  1,442   (72)  -   1   1,371   1,543   32   -   1   1,576 
Non owner occupied  2,708   7   -   -   2,715   2,350   77   (5)  -   2,422 
Commercial and industrial  1,111   43   29   4   1,129   1,140   (34)  -   23   1,129 
Consumer  306   139   142   15   318   347   116   (117)  24   370 
All other  1,668   13   81   27   1,627   1,723   61   (182)  48   1,650 
Total $10,804  $312  $303  $50  $10,863  $10,836  $366  $(409) $101  $10,894 

Activity in the allowance for loan losses by portfolio segment for the three months ending September 30, 2015ended March 31, 2016 was as follows:

Loan Class 
Balance
June 30, 2015
  Provision (credit) for loan losses  
Loans
charged-off
  Recoveries  
Balance
Sept. 30, 2015
 
                
Residential real estate $2,466  $185  $35  $6  $2,622 
Multifamily real estate  512   83   -   -   595 
Commercial real estate:                    
Owner occupied  1,476   21   -   1   1,498 
Non owner occupied  2,332   44   -   -   2,376 
Commercial and industrial  1,139   211   234   3   1,119 
Consumer  274   23   35   24   286 
All other  2,495   (258)  946   38   1,329 
Total $10,694  $309  $1,250  $72  $9,825 

Loan Class 
Balance
Dec 31, 2015
  Provision (credit) for loan losses  
Loans
charged-off
  Recoveries  
Balance
March 31, 2016
 
                
Residential real estate $2,501  $78  $(49) $9  $2,539 
Multifamily real estate  821   (76)  -   -   745 
Commercial real estate:                    
Owner occupied  1,509   21   -   1   1,531 
Non owner occupied  2,070   267   -   -   2,337 
Commercial and industrial  1,033   (136)  -   36   933 
Consumer  307   (11)  (44)  36   288 
All other  1,406   169   (60)  27   1,542 
Total $9,647  $312  $(153) $109  $9,915 
PREMIER FINANCIAL BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED, DOLLARS IN TABLES IN THOUSANDS, EXCEPT PER SHARE DATA)


NOTE  3–LOANS - continued

Purchased Impaired Loans

The Company holds purchased loans for which there was, at their 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 September 30, 2016March 31, 2017 and December 31, 2015.2016.

 2016  2015  2017  2016 
Residential real estate $1,793  $-  $1,528  $1,619 
Commercial real estate                
Owner occupied  2,040   131   1,642   2,013 
Non owner occupied  5,436   5,549   5,356   5,396 
Commercial and industrial  361   80   221   232 
All other  2,058   -   2,019   2,061 
Total carrying amount $11,688  $5,760  $10,766  $11,321 
Contractual principal balance $15,906  $7,251  $13,977  $14,784 
                
Carrying amount, net of allowance $11,676  $5,680  $10,766  $11,311 

For those purchased loans disclosed above, the Company did not increase the allowance for loan losses for the nine-monthsthree-months ended September 30, 2016,March 31, 2017, nor did it increase the allowance for loan losses for purchased impaired loans during the nine-monthsthree-months ended September 30, 2015.March 31, 2016.

For those purchased loans disclosed above, where the Company can reasonably estimate the cash flows expected to be collected on the loans, a portion of the purchase discount is 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 is being recognized as interest income over the remaining life of the loan.

Where the Company cannot reasonably estimate the cash flows expected to be collected on the loans, it has continued to account for those 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 on those loans accounted for using the cost recovery method.  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.  The carrying value of these loans totals $396,000 at September 30, 2016, including $347,000 acquired from Bankshares.  Any loan accounted for under the cost recovery method is also still included as a non-accrual loan in the amounts presented in the Past Due and Non-performing Loans sectiontables below.
PREMIER FINANCIAL BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED, DOLLARS IN TABLES IN THOUSANDS, EXCEPT PER SHARE DATA)


NOTE  3–LOANS - continued

The accretable yield, or income expected to be collected, on the purchased loans above is as follows at September 30, 2016March 31, 2017 and September 30, 2015.March 31, 2016.

  2016  2015 
Balance at January 1 $185  $204 
New loans purchased  1,151   - 
Accretion of income  (64)  (14)
Reclassification to non-accretable  -   - 
Disposals  -   - 
Balance at September 30 $1,272  $190 

As part of the acquisition of First National Bankshares Corporation (“Bankshares”) on January 15, 2016, the Company purchased credit impaired loans for which it was probable at acquisition that all contractually required payments would not be collected.  The contractually required payments of such loans totaled $10,040,000, while the cash flow expected to be collected at acquisition totaled $8,437,000 and the fair value of the acquired loans totaled $7,286,000.
  2017  2016 
Balance at January 1 $1,208  $185 
New loans purchased  -   1,506 
Accretion of income  (123)  (40)
Reclassifications from non-accretable difference  -   - 
Disposals  -   - 
Balance at March 31 $1,085  $1,651 


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 September 30, 2016March 31, 2017 and December 31, 2015.2016.  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.

September 30, 2016 
Principal Owed on Non-accrual Loans
  
Recorded Investment in Non-accrual Loans
  
Loans Past Due Over 90 Days, still accruing
 
March 31, 2017 Principal Owed on Non-accrual Loans  Recorded Investment in Non-accrual Loans  Loans Past Due Over 90 Days, still accruing 
                  
Residential real estate $4,030  $2,893  $951  $3,858  $2,955  $848 
Multifamily real estate  71   26   -   11,102   11,095   333 
Commercial real estate                        
Owner occupied  2,103   2,044   -   2,340   2,253   23 
Non owner occupied  244   148   -   294   196   - 
Commercial and industrial  2,449   1,167   26   2,063   1,046   1,000 
Consumer  362   342   48   347   324   - 
All other  1,884   1,814   5,747   2,572   2,450   - 
Total $11,143  $8,434  $6,772  $22,576  $20,319  $2,204 
            

December 31, 2015 
Principal Owed on Non-accrual Loans
  
Recorded Investment in Non-accrual Loans
  
Loans Past Due Over 90 Days, still accruing
 
December 31, 2016 Principal Owed on Non-accrual Loans  Recorded Investment in Non-accrual Loans  Loans Past Due Over 90 Days, still accruing 
                  
Residential real estate $2,367  $2,091  $867  $3,467  $2,794  $606 
Multifamily real estate  416   75   -   11,157   11,106   334 
Commercial real estate                        
Owner occupied  791   773   558   1,769   1,704   15 
Non owner occupied  3,732   3,400   -   294   196   36 
Commercial and industrial  1,460   337   870   2,537   1,209   1,008 
Consumer  257   234   -   366   347   - 
All other  287   231   737   8,408   8,391   - 
Total $9,310  $7,141  $3,032  $27,998  $25,747  $1,999 
            

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.
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 September 30, 2016March 31, 2017 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
  Total Loans  
30-89 Days
Past Due
  Greater than 90 days past due  
Total
Past Due
  
Loans
Not Past Due
 
                              
Residential real estate $345,375  $6,659  $2,478  $9,137  $336,238  $343,877  $3,679  $2,074  $5,753  $338,124 
Multifamily real estate  68,483   12,503   26   12,529   55,954   74,941   110   11,428   11,538   63,403 
Commercial real estate:                                        
Owner occupied  138,906   361   1,752   2,113   136,793   135,490   161   2,050   2,211   133,279 
Non owner occupied  225,027   89   125   214   224,813   235,630   312   147   459   235,171 
Commercial and industrial  77,617   1,557   1,097   2,654   74,963   76,058   742   1,915   2,657   73,401 
Consumer  32,205   410   143   553   31,652   30,001   170   168   338   29,663 
All other  146,332   2,005   7,339   9,344   136,988   143,517   1,633   2,447   4,080   139,437 
Total $1,033,945  $23,584  $12,960  $36,544  $997,401  $1,039,514  $6,807  $20,229  $27,036  $1,012,478 

The following table presents the aging of the recorded investment in past due loans as of December 31, 20152016 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
  Total Loans  
30-89 Days
Past Due
  Greater than 90 days past due  
Total
Past Due
  
Loans
Not Past Due
 
                              
Residential real estate $285,826  $6,298  $1,681  $7,979  $277,847  $342,294  $6,113  $1,596  $7,709  $334,585 
Multifamily real estate  50,452   1,415   75   1,490   48,962   74,165   -   11,440   11,440   62,725 
Commercial real estate:                                        
Owner occupied  119,265   1,354   1,195   2,549   116,716   129,370   1,746   1,474   3,220   126,150 
Non owner occupied  188,918   2,481   3,400   5,881   183,037   220,836   1,803   159   1,962   218,874 
Commercial and industrial  68,339   220   1,064   1,284   67,055   76,736   330   2,120   2,450   74,286 
Consumer  31,445   288   101   389   31,056   30,916   403   223   626   30,290 
All other  105,501   3,157   935   4,092   101,409   150,506   577   8,187   8,764   141,742 
Total $849,746  $15,213  $8,451  $23,664  $826,082  $1,024,823  $10,972  $25,199  $36,171  $988,652 


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 September 30, 2016:March 31, 2017:
 
 Allowance for Loan Losses  Loan Balances  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  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 $3  $2,787  $-  $2,790  $389  $343,193  $1,793  $345,375  $-  $2,977  $-  $2,977  $332  $342,017  $1,528  $343,877 
Multifamily real estate  -   913   -   913   2,598   65,885   -   68,483   -   770   -   770   13,598   61,343   -   74,941 
Commercial real estate:                                                                
Owner occupied  41   1,330   -   1,371   2,541   134,325   2,040   138,906   227   1,349   -   1,576   2,739   131,109   1,642   135,490 
Non-owner occupied  161   2,554   -   2,715   3,146   216,445   5,436   225,027   -   2,422   -   2,422   1,949   228,325   5,356   235,630 
Commercial and industrial  294   823   12   1,129   1,463   75,793   361   77,617   262   867   -   1,129   1,292   74,545   221   76,058 
Consumer  -   318   -   318   -   32,205   -   32,205   -   370   -   370   -   30,001   -   30,001 
All other  12   1,615   -   1,627   9,622   134,652   2,058   146,332   8   1,642   -   1,650   7,221   134,277   2,019   143,517 
Total $511  $10,340  $12  $10,863  $19,759  $1,002,498  $11,688  $1,033,945  $497  $10,397  $-  $10,894  $27,131  $1,001,617  $10,766  $1,039,514 

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 December 31, 2015:2016:
 
 Allowance for Loan Losses  Loan Balances  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  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 $-  $2,501  $-  $2,501  $575  $285,251  $-  $285,826  $-  $2,948  $-  $2,948  $379  $340,296  $1,619  $342,294 
Multifamily real estate  -   821   -   821   75   50,377   -   50,452   -   785   -   785   13,641   60,524   -   74,165 
Commercial real estate:                                                                
Owner occupied  44   1,465   -   1,509   446   118,688   131   119,265   244   1,299   -   1,543   2,801   124,556   2,013   129,370 
Non-owner occupied  22   2,048   -   2,070   6,502   176,867   5,549   188,918   -   2,350   -   2,350   2,373   213,067   5,396   220,836 
Commercial and industrial  153   800   80   1,033   544   67,715   80   68,339   266   864   10   1,140   1,418   75,086   232   76,736 
Consumer  -   307   -   307   -   31,445   -   31,445   -   347   -   347   -   30,916   -   30,916 
All other  -   1,406   -   1,406   750   104,751   -   105,501   86   1,637   -   1,723   12,976   135,469   2,061   150,506 
Total $219  $9,348  $80  $9,647  $8,892  $835,094  $5,760  $849,746  $596  $10,230  $10  $10,836  $33,588  $979,914  $11,321  $1,024,823 
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 September 30, 2016.March 31, 2017.  The table includes $396,000$199,000 of loans acquired with deteriorated credit quality thatfor which the Company cannot reasonably estimate cash flows such that they are accounted for on the cost recovery method and are still individually evaluated for impairment.

 
Unpaid
Principal Balance
  
Recorded
Investment
  
Allowance for Loan Losses Allocated
  Unpaid Principal Balance  
Recorded
Investment
  Allowance for Loan Losses Allocated 
With no related allowance recorded:                  
Residential real estate $1,034  $534  $-  $372  $332  $- 
Multifamily real estate  2,940   2,598   -   13,605   13,598   - 
Commercial real estate                        
Owner occupied  2,236   2,190   -   1,771   1,720   - 
Non owner occupied  2,707   2,615   -   2,041   1,949   - 
Commercial and industrial  2,472   1,393   -   2,312   1,217   - 
All other  9,603   9,536   -   7,258   7,138   - 
  20,992   18,866   -   27,359   25,954   - 
With an allowance recorded:                        
Residential real estate $41  $3  $3 
Commercial real estate                        
Owner occupied  357   351   41   1,047   1,019   227 
Non owner occupied  531   531   161 
Commercial and industrial  460   318   306   285   274   262 
All other  92   86   12   88   83   8 
  1,481   1,289   523   1,420   1,376   497 
Total $22,473  $20,155  $523  $28,779  $27,330  $497 
            


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, 2015.2016.  The table includes $80,000$208,000 of loans acquired with deteriorated credit quality thatfor which the Company cannot reasonably estimate cash flows such that they are accounted for on the cost recovery method and are still individually evaluated for impairment.

 
Unpaid
Principal Balance
  
Recorded
Investment
  
Allowance for Loan Losses Allocated
  Unpaid Principal Balance  
Recorded
Investment
  Allowance for Loan Losses Allocated 
With no related allowance recorded:                  
Residential real estate $636  $575  $-  $743  $379  $- 
Multifamily real estate  416   75   -   13,692   13,641   - 
Commercial real estate                        
Owner occupied  276   269   -   1,803   1,766   - 
Non owner occupied  6,554   6,222   -   2,465   2,373   - 
Commercial and industrial  1,160   391   -   2,429   1,338   - 
All other  805   750   -   9,868   9,853   - 
  9,847   8,282   -   31,000   29,350   - 
With an allowance recorded:                        
Commercial real estate                        
Owner occupied $177  $177  $44   1,055   1,035   244 
Non owner occupied  280   280   22 
Commercial and industrial  528   233   233   431   288   276 
All other  -   -   -   3,124   3,123   86 
  985   690   299   4,610   4,446   606 
Total $10,832  $8,972  $299  $35,610  $33,796  $606 
            


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 ninethree months ended September 30, 2016March 31, 2017 and September 30, 2015.March 31, 2016.  The table includes loans acquired with deteriorated credit quality that are still individually evaluated for impairment.

  Nine months ended Sept 30, 2016  Nine months ended Sept 30, 2015 
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 $612  $16  $14  $329  $5  $5 
Multifamily real estate  1,580   121   121   1,051   685   685 
Commercial real estate:                        
Owner occupied  1,144   3   3   1,157   25   25 
Non-owner occupied  5,066   275   273   4,552   137   115 
Commercial and industrial  1,155   26   26   856   20   20 
All other  3,011   40   6   4,841   43   28 
Total $12,568  $481  $443  $12,786  $915  $878 

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 September 30, 2016 and September 30, 2015  The table includes loans acquired with deteriorated credit quality that are still individually evaluated for impairment.

 Three months ended Sept 30, 2016  Three months ended Sept 30, 2015  Three months ended March 31, 2017  Three months ended March 31, 2016 
Loan Class Average Recorded Investment  Interest Income Recognized  Cash Basis Interest Recognized  Average Recorded Investment  Interest Income Recognized  Cash Basis Interest Recognized  Average Recorded Investment  Interest Income Recognized  Cash Basis Interest Recognized  Average Recorded Investment  Interest Income Recognized  Cash Basis Interest Recognized 
                                    
Residential real estate $667  $5  $5  $523  $3  $3  $356  $1  $1  $558  $5  $4 
Multifamily real estate  2,594   63   63   305   671   671   13,620   65   61   566   13   12 
Commercial real estate:                                                
Owner occupied  1,847   3   3   857   7   7   2,770   6   6   441   -   - 
Non-owner occupied  4,240   175   175   4,304   43   34   2,161   32   32   5,892   50   41 
Commercial and industrial  1,809   10   10   726   6   6   1,558   7   7   500   3   3 
All other  5,243   33   -   3,487   14   -   10,098   54   54   750   -   - 
Total $16,400  $289  $256  $10,202  $744  $721  $30,563  $165  $161  $8,707  $71  $60 
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’sCompany'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 determination of an insignificant delay in payment is evaluated based on the facts and circumstances of the individual borrower(s).

The following table presents TDR’sTDR's as of September 30, 2016March 31, 2017 and December 31, 2015:2016:

September 30, 2016 
TDR’s on
Non-accrual
  Other TDR’s  Total TDR’s 
March 31, 2017 
TDR's on
Non-accrual
  Other TDR's  Total TDR's 
                  
Residential real estate $88  $471  $559  $331  $243  $574 
Multifamily real estate  -   2,206   2,206   -   2,170   2,170 
Commercial real estate                        
Owner occupied  -   864   864   604   248   852 
Non owner occupied  -   100   100 
Commercial and industrial  -   447   447   60   340   400 
Consumer  -   48   48 
All other  751   4,419   5,170   751   4,369   5,120 
Total $839  $8,555  $9,394  $1,746  $7,370  $9,116 
            

December 31, 2015 
TDR’s on
Non-accrual
  Other TDR’s  Total TDR’s 
December 31, 2016 
TDR's on
Non-accrual
  Other TDR's  Total TDR's 
                  
Residential real estate $7  $222  $229  $129  $464  $593 
Multifamily real estate  -   2,201   2,201   -   2,201   2,201 
Commercial real estate                        
Non owner occupied  -   454   454   -   856   856 
Commercial and industrial  -   396   396   62   352   414 
All other  -   723   723   751   4,395   5,146 
Total $7  $3,996  $4,003  $942  $8,268  $9,210 
            

At September 30,March 31, 2017 and December 31, 2016, $227,000$43,000 in specific reserves were allocated to loans that had restructured terms.  At December 31, 2015 there were no specific reserveswas allocated to loans that had restructured terms.  As of September 30, 2016March 31, 2017 and December 31, 2015,2016, there were no commitments to lend additional amounts to these borrowers.

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 tables present TDR’sThere were no TDR's that occurred during the nine months ended September 30, 2016 and September 30, 2015, and three months ended September 30, 2016.  DuringMarch 31, 2017.  The following table presents TDR's that occurred during the three months ending September 30, 2015, no new TDR’s occurred.ended March 31, 2016.

  Nine months ended Sept 30, 2016  Nine months ended Sept 30, 2015 
Loan Class Number of Loans  Pre-Modification Outstanding Recorded Investment  Post-Modification Outstanding Recorded Investment  Number of Loans  Pre-Modification Outstanding Recorded Investment  Post-Modification Outstanding Recorded Investment 
                   
Residential real estate  8  $483  $483   -  $-  $- 
Multifamily real estate  -   -   -   1   1,543   1,543 
Commercial real estate              -         
Owner occupied  3   865   865   -   -   - 
Non owner occupied  1   100   100   -   -   - 
Commercial and industrial  1   20   20   -   -   - 
All other  1   4,106   4,106   -   -   - 
Total  14  $5,574  $5,574   1  $1,543  $1,543 
 Three months ended Sept 30, 2016  Three months ended Sept 30, 2015  Three months ended March 31, 2016 
Loan Class Number of Loans  Pre-Modification Outstanding Recorded Investment  Post-Modification Outstanding Recorded Investment  Number of Loans  Pre-Modification Outstanding Recorded Investment  Post-Modification Outstanding Recorded Investment  Number of Loans  Pre-Modification Outstanding Recorded Investment  Post-Modification Outstanding Recorded Investment 
                           
Residential real estate  6  $184  $184   -  $-  $-   2  $299  $299 
Commercial real estate              -                     
Owner occupied  1   255   255   -   -   -   2   610   610 
All other  1   4,106   4,106   -   -   - 
Non owner occupied  1   100   100 
Commercial and industrial  1   20   20 
Total  8  $4,545  $4,545   -  $-  $-   6  $1,029  $1,029 

The modifications reported above for the three and nine months ended September 30,March 31, 2016 involve reducing the borrowers’ required monthly payment by offering extended interest only periodsone borrowing relationship that exceed the timeframes customarily offered by the Company and/or lengthening the amortization period for loan repayment, each in an effort to help the borrowers keep their loan current.  The modifications did not include aany permanent reduction of the recorded investment in the loans and did not decreasenor change in the stated interest rate on the loans.  The Company has modified the terms of the loans by extending payment terms and requiring interest only payments during a period of loan rehabilitation.  These periods have exceeded normal extension and interest only periods customarily offered by the Company.  During the three month ended March 31, 2016, the Company increased the allowance for loan losses by $145,000 related to these loans by $35,000 duringloans.

During the three months ended September 30, 2016,March 31, 2017 and by $204,000 during the nine months ended September 30, 2016.

The modification of the multifamily residential real estate loan during the nine months ended September 30, 2015 did not include a permanent reduction of the recorded investment in the loan and did not increase the allowance for loan losses during the period. The modification included a lengthening of the amortization period and reduction in the stated interest rate; however the maturity date was reduced to the end of a fifteen month forbearance period with a balloon payment due at maturity. The modified loan paid in full during the three months ended June 30, 2015.
PREMIER FINANCIAL BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED, DOLLARS IN TABLES IN THOUSANDS, EXCEPT PER SHARE DATA)


NOTE  3–LOANS - continued
During the three and nine months ended September 30,March 31, 2016, and the three and nine months ended September 30, 2015, there were no TDR’sTDR's for which there wasas 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.
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 by 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.

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 September 30,March 31, 2017, 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 $331,368  $3,144  $9,364  $1  $343,877 
Multifamily real estate  60,203   77   14,661   -   74,941 
Commercial real estate:                    
Owner occupied  124,622   6,382   4,486   -   135,490 
Non-owner occupied  229,079   4,224   2,327   -   235,630 
Commercial and industrial  70,574   3,340   2,114   30   76,058 
Consumer  29,484   221   296   -   30,001 
All other  133,915   1,754   7,848   -   143,517 
Total $979,245  $19,142  $41,096  $31  $1,039,514 

As of December 31, 2016, 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 $330,422  $5,048  $9,902  $3  $345,375 
Multifamily real estate  64,717   80   3,686   -   68,483 
Commercial real estate:                    
Owner occupied  127,557   6,781   4,568   -   138,906 
Non-owner occupied  217,023   4,419   3,585   -   225,027 
Commercial and industrial  72,553   2,660   2,370   34   77,617 
Consumer  31,670   201   334   -   32,205 
All other  130,469   5,551   10,312   -   146,332 
Total $974,411  $24,740  $34,757  $37  $1,033,945 

As of December 31, 2015, 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 $273,741  $5,389  $6,689  $7  $285,826 
Multifamily real estate  46,135   2,041   2,276   -   50,452 
Commercial real estate:                    
Owner occupied  112,989   3,964   2,312   -   119,265 
Non-owner occupied  179,179   2,891   6,848   -   188,918 
Commercial and industrial  64,563   2,859   873   44   68,339 
Consumer  31,000   269   176   -   31,445 
All other  101,839   2,490   1,172   -   105,501 
Total $809,446  $19,903  $20,346  $51  $849,746 
Loan Class Pass  Special Mention  Substandard  Doubtful  Total Loans 
                
Residential real estate $328,905  $4,880  $8,507  $2  $342,294 
Multifamily real estate  59,375   78   14,712   -   74,165 
Commercial real estate:                    
Owner occupied  118,134   6,720   4,516   -   129,370 
Non-owner occupied  213,641   4,391   2,804   -   220,836 
Commercial and industrial  72,094   2,337   2,275   30   76,736 
Consumer  30,369   242   305   -   30,916 
All other  134,945   1,958   13,603   -   150,506 
Total $957,463  $20,606  $46,722  $32  $1,024,823 

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


NOTE  4- STOCKHOLDERS’STOCKHOLDERS' EQUITY AND REGULATORY MATTERS

The Company’sCompany's principal source of funds for dividend payments to shareholders 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’syear'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 20162017 the Banks could, without prior approval, declare dividends to the Company of approximately $1.1$4.1 million plus any 20162017 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’sCompany'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)tables).  The final rules implementing the Basel Committee on Banking Supervision's capital guidelines for U.S. Banks (Basel III rules) became effective for the Company and Banks on January 1, 2015 with full compliance with all of Common Equity Tierthe requirements being phased in over a multi-year schedule by     January 1, Capital, Tier 1 Capital and Total Capital (as defined2019.  The net unrealized gain or loss on available for sale securities is not included in the regulations) to risk-weighted assets (as defined), and of Tier 1 Capital (as defined) to average assets (as defined).computing regulatory capital.  Management believes, that, as of September 30, 2016March 31, 2017, that the Company and the Banks meet all quantitative capital adequacy requirements to which they are subject.

Beginning in 2016, a new 2.50% capital conservation buffer is being phased-in over the next three-years as a component of regulatory capital.  The capital conservation buffer percentage required in 2016 is an additional 0.625% added to the minimum capital ratios, and will be increased by an additional 0.625% each year until fully phased-in in 2019.  By maintaining Premier’s regulatory capital ratios in excess of the phased-in capital buffer, the Company will avoid regulatorily imposed limitations on dividends, equity repurchases and discretionary bonus payments to management.  Premier’s capital conservation buffer over the minimum total capital to risk-weighted assets ratio at September 30, 2016 was 6.77%, compared to the 0.625% required at September 30, 2016 and the 2.50% fully phased-in capital buffer beginning on January 1, 2019.


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


NOTE  4- STOCKHOLDERS’STOCKHOLDERS' EQUITY AND REGULATORY MATTERS - continued

Shown below is a summary of regulatory capital ratios, exclusive of the capital conservation buffer, for the Company:
 
September 30,
2016
  
December 31,
2015
  
Regulatory
Minimum
Requirements
  
To Be Considered
Well Capitalized
  
Mar 31,
2017
  
December 31,
2016
  
Regulatory
Minimum
Requirements
  
To Be Considered
Well Capitalized
 
Common Equity Tier 1 Capital (to Risk-Weighted Assets)  13.2%   13.6%   4.5%   6.5%   13.6%  13.4%  4.5%  6.5%
Tier 1 Capital (to Risk-Weighted Assets)  13.7%   13.6%   6.0%   8.0%   14.1%  13.9%  6.0%  8.0%
Total Capital (to Risk-Weighted Assets)  14.8%   14.7%   8.0%   10.0%   15.2%  15.0%  8.0%  10.0%
Tier 1 Capital (to Average Assets)  9.9%   9.4%   4.0%   5.0%   10.3%  10.1%  4.0%  5.0%
                
As of September 30,
Beginning on January 1, 2016 an additional capital conservation buffer has been added to the most recent notification from each of the Banks’ primary Federal regulators categorized the subsidiary Banks as well capitalizedminimum regulatory capital ratios under the regulatory framework for prompt corrective action.  ToThe capital conservation buffer will be categorizedmeasured as well capitalized,a percentage of risk weighted assets and will be phased-in over a four year period from 2016 thru 2019, resulting in a required capital conservation buffer of 0.625% in 2016 amd 1.25% in 2017.  When fully implemented, the Banks must maintaincapital conservation buffer will be 2.50% of risk weighted assets over and above the prescribedregulatory minimum capital ratios set forth in the preceding table for Common Equity Tier 1 capital,Capital (CET1) to risk weighted assets, Tier 1 capitalCapital to risk weighted assets, and Total capital.  There are no conditions or events since that notification that management believes have changedCapital to risk weighted assets.  The consequences of not meeting the Banks’ categories.

capital conservation buffer thresholds include restrictions on the payment of dividends, restrictions on the payment of discretionary bonuses, and restrictions on the repurchasing of common shares by the Company.  The capital ratios of the Affiliate Banks and the Company already exceed the new minimum capital ratios plus the fully phased-in 2.50% capital buffer requiring a CET1 Capital to risk weighted assets ratio of at least 7.00%, a Tier 1 Capital to risk weighted assets ratio of at least 8.50% and a Total Capital to risk weighted assets ratio of at least 10.50%.  The Company's capital conservation buffer was 7.16% at March 31, 2017 and 6.95% at December 31, 2016, well in excess of the fully phased-in 2.50% required by December 31, 2019.

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


NOTE 5 – FEDERAL HOME LOAN BANK ADVANCES

As part of the acquisition of Bankshares, the Company assumed five amortizing advances from FHLB-Pittsburgh to First National Bank, its wholly owned subsidiary, totaling $1,261,000 as of the January 15, 2016 acquisition date.  Since acquisition the company has paid off four of the advances leaving one remaining borrowing which includes a stated fixed interest rate of 4.930%, a penalty for prepayment, and a maturity date of December 2024.  The advance is collateralized by FHLB stock and qualifying first mortgage loans owned by the Company.  The carrying value of the advance includes the remaining unamortized fair value adjustments recorded as a result of the acquisition of Bankshares on January 15, 2016.  Reported interest expense on the advances includes the periodic accretion of the fair value adjustments.  Principal payments on the remaining advance over the next five years are as follows:
2016 
$
12
 
2017  
50
 
2018  
53
 
2019  
55
 
2020  
58
 
Thereafter  
262
 
Principal amount outstanding at September 30, 2016 
$
490
 
 Carrying amount, net of fair value adjustment at September 30, 2016 531 
   

There were no borrowings outstanding at December 31, 2015.

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


NOTE  6 – SUBORDINATED DEBENTURES

As part of the acquisition of Bankshares, the Company formally assumed $6,186,000 of junior subordinated debentures (“Debentures”) issued to FNB Capital Trust One (“Trust”), a statutory business trust formed by Bankshares on February 26, 2004.  The Debentures were issued to Trust in exchange for ownership of all of the common equity of Trust and the proceeds of mandatorily redeemable securities sold by Trust to third party investors (“Capital Securities”).  Interest on the Debentures is payable quarterly to the Trust at a variable interest rate equal to the three month London Interbank Offered Rate (LIBOR) plus 2.95% updated quarterly.  The interest rate on the Debentures was 3.665% at September 30, 2016.  The Company is not considered the primary beneficiary of this trust (variable interest entity), therefore Trust is not consolidated in the Company’s financial statements, but rather the Debentures are shown as a liability.  The Debentures mature on April 24, 2034; however, the Company may redeem the Debentures, in whole or in part, at 100% of the principal amount plus any accrued and unpaid interest.  The Debentures held by Trust are the sole asset of the trust.  The Debentures held by Trust may be included in the Tier 1 capital of the Company (with certain limitations applicable) under current regulatory guidelines and interpretations.

The carrying value of the Debentures includes the remaining unamortized fair value adjustment recorded as a result of the acquisition of Bankshares on January 15, 2016.  Reported interest expense on the Debentures includes the periodic amortization of the fair value adjustment.  The Company’s investment in the common stock of the trust is $186,000 and is included in other assets.

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


NOTE  75 – STOCK COMPENSATION EXPENSE

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.  From time to time the Company also grants shares of stock to its employees.  The Company uses the closing price of the stock on the date of grant to determine the amount of compensation expense to record as a result of the stock grant.

On March 16, 2016, 50,90015, 2017, 55,500 incentive stock options were granted out ofunder the 2012 Long Term Incentive Plan at an exercise price of $14.90,$19.01, the closing market price of Premier’sPremier's common stock on the grant date.  These options vest in three equal annual installments ending on March 15, 2020.  On March 16, 2016, 55,990 incentive stock options were granted under the 2012 Long Term Incentive Plan at an exercise price of $13.55, the closing market price of Premier's common stock on the grant date.  These options vest in three equal annual installments ending on March 16, 2019.  On March 18, 2015, 47,650 incentive stock options were granted out of the 2012 Long Term Incentive Plan at an exercise price of $14.72, the closing market price of Premier’s common stock on the grant date.  These options vest in three equal annual installments ending on March 18, 2018.

On March 16, 2016, 7,0007,700 shares of Premier’sPremier's common stock were granted to President and CEO, Robert W. Walker as stock-based bonus compensation under the 2012 Long TermLong-term Incentive Plan.  The fair value of the stock at the time of the grant was $14.90$13.55 per share based upon the closing price of Premier’sPremier's stock on the date of grant and $104,000 of stock-based compensation was recorded as a result.  On March 18, 2015, 7,000 shares of Premier’s common stock were granted to President and CEO, Robert W. Walker as stock-based bonus compensation under the 2012 Long Term Incentive Plan.  The fair value of the stock at the time of the grant was $14.72 per share based upon the closing price of Premier’s stock on the date of grant and $103,000 of stock-based compensation was recorded as a result.

Compensation expense of $160,000$20,000 was recorded for the first ninethree months of 20162017 while $188,000$120,000 was recorded for the first ninethree months of 2015,2016, including the compensation expense related to the stock grantsgrant to Mr. Walker.  Stock-based compensation expense related to incentive stock option grants is recognized ratably over the requisite vesting period for all awards. Unrecognized stock-based compensation expense related to stock options totaled $63,000$150,000 at September 30, 2016.March 31, 2017. This unrecognized expense is expected to be recognized over the next 2935 months based on the vesting periods of the options.

- 3229 -


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


NOTE  86 – EARNINGS PER SHARE

A reconciliation of the numerators and denominators of the earnings per common share and earnings per common share assuming dilution computations for the three and nine months ended September 30,March 31, 2017 and 2016 and 2015 is presented below:

 
Three Months Ended
Sept 30,
  
Nine Months Ended
Sept 30,
  
Three Months Ended
March 31,
 
 2016  2015  2016  2015  2017  2016 
Basic earnings per share                  
Income available to common stockholders $3,164  $3,325  $8,767  $9,594  $3,664  $2,979 
Weighted average common shares outstanding  9,660,168   8,172,577   9,553,463   8,158,003   10,643,078   10,311,743 
Earnings per share $0.33  $0.41  $0.92  $1.18  $0.34  $0.29 
                        
Diluted earnings per share                        
Income available to common stockholders $3,164  $3,325  $8,767  $9,594  $3,664  $2,979 
Weighted average common shares outstanding  9,660,168   8,172,577   9,553,463   8,158,003   10,643,078   10,311,743 
Add dilutive effects of potential additional common stock  55,220   65,090   54,883   259,466   78,390   66,972 
Weighted average common and dilutive potential common shares outstanding  9,715,388   8,237,667   9,608,346   8,417,469   10,721,468   10,378,715 
Earnings per share assuming dilution $0.33  $0.40  $0.91  $1.14  $0.34  $0.29 

Stock options for 23,50022,000 shares of common stock were not considered in computing diluted earnings per share for the three and nine months ended September 30, 2015March 31, 2016 because they were antidilutive.  There were no stock options considered antidilutive for the three or nine months ended September 30, 2016.2017.


- 3330 -

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


NOTE  97 – FAIR VALUE

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’scompany'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.

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.  Fair values of time deposits with other banks are based on current rates for similar time deposits using the remaining time to maturity.  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 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).

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


NOTE  97 – FAIR VALUE - continued

The carrying amounts and estimated fair values of financial instruments at September 30, 2016March 31, 2017 were as follows:

    Fair Value Measurements at September 30, 2016 Using     Fair Value Measurements at March 31, 2017 Using 
 
Carrying
Amount
  Level 1  Level 2  Level 3  Total  
Carrying
Amount
  Level 1  Level 2  Level 3  Total 
Financial assets                              
Cash and due from banks $87,827  $87,827  $-  $-  $87,827  $89,389  $89,389  $-  $-  $89,389 
Federal funds sold  6,861   6,861   -   -   6,861   6,721   6,721   -   -   6,721 
Time deposits with other banks  2,582   -   2,598   -   2,598 
Securities available for sale  295,211   -   295,211   -   295,211   305,873   -   305,873   -   305,873 
Loans, net  1,023,082   -   -   1,020,364   1,020,364   1,028,620   -   -   1,013,351   1,013,351 
Federal Home Loan Bank stock  3,220   n/a   n/a   n/a   n/a   3,200   n/a   n/a   n/a   n/a 
Interest receivable  4,019   -   895   3,124   4,019   3,838   -   897   2,941   3,838 
                                        
Financial liabilities                                        
Deposits $(1,273,585) $(911,302) $(360,793) $-  $(1,272,095) $(1,298,309) $(945,518) $(349,161) $-  $(1,294,679)
Securities sold under agreements to repurchase  (27,145)  -   (27,145)  -   (27,145)  (22,864)  -   (22,864)  -   (22,864)
FHLB advances  (531)  -   (547)  -   (547)
Other borrowed funds  (9,467)  -   (9,720)  -   (9,720)  (8,251)  -   (8,338)  -   (8,338)
Subordinated Debt  (5,333)  -   (5,326)  -   (5,326)
Subordinated debt  (5,352)  -   (5,364)  -   (5,364)
Interest payable  (332)  (8)  (324)  -   (332)  (352)  (7)  (345)  -   (352)
                    

The carrying amounts and estimated fair values of financial instruments at December 31, 20152016 were as follows:

    Fair Value Measurements at December 31, 2015 Using     Fair Value Measurements at December 31, 2016 Using 
 
Carrying
Amount
  Level 1  Level 2  Level 3  Total  
Carrying
Amount
  Level 1  Level 2  Level 3  Total 
Financial assets                              
Cash and due from banks $66,704  $66,704  $-  $-  $66,704  $97,163  $97,163  $-  $-  $97,163 
Federal funds sold  5,835   5,835   -   -   5,835   7,555   7,555   -   -   7,555 
Time deposits with other banks  2,332   -   2,352   -   2,352 
Securities available for sale  255,466   -   255,466   -   255,466   288,607   -   288,607   -   288,607 
Loans, net  840,099   -   -   838,867   838,867   1,013,987   -   -   1,004,388   1,004,388 
Federal Home Loan Bank stock  3,072   n/a   n/a   n/a   n/a   3,200   n/a   n/a   n/a   n/a 
Interest receivable  3,162   -   633   2,529   3,162   3,862   -   771   3,091   3,862 
                                        
Financial liabilities                                        
Deposits $(1,060,196) $(726,018) $(331,747) $-  $(1,057,765) $(1,279,386) $(920,745) $(354,885) $-  $(1,275,630)
Securities sold under agreements to repurchase  (21,694)  -   (21,694)  -   (21,694)  (23,820)  -   (23,820)  -   (23,820)
Other borrowed funds  (11,292)  -   (11,318)  -   (11,318)  (8,859)  -   (8,906)  -   (8,906)
Subordinated debt  (5,343)  -   (5,341)  -   (5,341)
Interest payable  (321)  (6)  (315)  -   (321)  (364)  (7)  (357)  -   (364)
                    

- 3532 -

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


NOTE  97 – 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
September 30, 2016 Using:
     
Fair Value Measurements at
March 31, 2017 Using:
 
 Carrying Value  
Quoted Prices in Active Markets for Identical Assets
(Level 1)
  
Significant Other Observable Inputs
(Level 2)
  
Significant Unobservable Inputs
(Level 3)
  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 $168,128  $-  $168,128  $-  $199,068  $-  $199,068  $- 
U. S. agency CMO’s - residential  82,522   -   82,522   - 
U. S. agency CMO's - residential  67,320   -   67,320   - 
Total mortgage-backed securities of government sponsored agencies  250,650   -   250,650   -   266,388   -   266,388   - 
U. S. government sponsored agency securities  25,867   -   25,867   -   24,013   -   24,013   - 
Obligations of states and political subdivisions  18,694   -   18,694   -   15,472   -   15,472   - 
Total available for sale $295,211  $-  $295,211  $- 
Total securities available for sale $305,873  $-  $305,873  $- 

    
Fair Value Measurements at
December 31, 2015 Using:
     
Fair Value Measurements at
December 31, 2016 Using:
 
 Carrying Value  
Quoted Prices in Active Markets for Identical Assets
(Level 1)
  
Significant Other Observable Inputs
(Level 2)
  
Significant Unobservable Inputs
(Level 3)
  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 $132,347  $-  $132,347  $-  $174,177  $-  $174,177  $- 
U. S. agency CMO’s - residential  105,122   -   105,122   - 
U. S. agency CMO's  73,267   -   73,267   - 
Total mortgage-backed securities of government sponsored agencies  237,469   -   237,469   -   247,444   -   247,444   - 
U. S. government sponsored agency securities  10,429   -   10,429   -   24,501   -   24,501   - 
Obligations of states and political subdivisions  7,568   -   7,568   -   16,662   -   16,662   - 
Total securities available for sale $255,466  $-  $255,466  $-  $288,607  $-  $288,607  $- 
                

There were no transfers between Level 1 and Level 2 during 20162017 or 2015.2016.
- 3633 -

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


NOTE  97 – FAIR VALUE - continued

Assets and Liabilities Measured on a Non-Recurring Basis

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 collateral appraisals. Real estate 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.  Non-real estate collateral may be valued using an appraisal, net book value per the borrower’sborrower's financial statements, or aging reports. Management periodically evaluates the appraised collateral values and will discount the collateral’scollateral'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, management’smanagement's expertise and knowledge of the client and client’sclient's business, or other factors unique to the collateral.  To the extent an adjusted collateral 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.  Management may obtain additional updated appraisals depending on the length of time since 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’sproperty'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.

- 3734 -

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


NOTE  97 – FAIR VALUE - continued

Assets and liabilities measured at fair value on a non-recurring basis at September 30, 2016March 31, 2017 are summarized below:

    Fair Value Measurements at September 30, 2016 Using     Fair Value Measurements at March 31, 2017 Using 
 Carrying Value  
Quoted Prices in Active Markets for Identical Assets
(Level 1)
  
Significant Other Observable Inputs
(Level 2)
  
Significant Unobservable Inputs
(Level 3)
  Carrying Value  
Quoted Prices in Active Markets for Identical Assets
(Level 1)
  
Significant Other Observable Inputs
(Level 2)
  
Significant Unobservable Inputs
(Level 3)
 
Assets:                        
Impaired loans:                        
Commercial real estate:            
Commercial real estate            
Owner occupied $310  $-  $-  $310  $792  $-  $-  $792 
Non-owner occupied  370   -   -   370 
Commercial and industrial  12   -   -   12   12   -   -   12 
All other  74   -   -   74   75   -   -   75 
Total impaired loans $766  $-  $-  $766  $879  $-  $-  $879 
                                
Other real estate owned:                                
Residential real estate $608  $-  $-  $608  $571  $-  $-  $571 
Commercial real estate:                
Commercial real estate                
Owner occupied  259   -   -   259   175   -   -   175 
Non-owner occupied  2,253   -   -   2,253   2,153   -   -   2,153 
All other  4,421   -   -   4,421   3,508   -   -   3,508 
Total OREO $7,541  $-  $-  $7,541  $6,407  $-  $-  $6,407 

Impaired loans, which are measured for impairment using the fair value of the collateral for collateral dependent loans, had a carrying amount of $1,289,000$1,376,000 at September 30,March 31, 2017 with a valuation allowance of $497,000 and a carrying amount of $4,446,000 at December 31, 2016 with a valuation allowance of $523,000 and a carrying amount of $690,000 at December 31, 2015 with a valuation allowance of $299,000.  The change resulted$606,000 resulting in a provision for loan losses of $215,000$85,000 for the ninethree months ended September 30, 2016,March 31, 2017, compared to an $136,000 provision for loan losses for the nine months ended September 30, 2015 and a $24,000$99,000 in provision for loan losses for the three months ended September 30, 2016, compared to a $18,000 provision for loan losses for the three months ended September 30, 2015.March 31, 2016.  The detail of impaired loans by loan class is contained in Note 3 above above..

Other real estate owned measured at fair value less costs to sell, had a net carrying amount of $7,541,000$6,407,000 which is made up of the outstanding balance of $10,758,000$9,585,000 net of a valuation allowance of $3,217,000$3,178,000 at September 30, 2016.March 31, 2017.  There were $478,000$39,000 of additional write downs during the nine months ended September 30, 2016, compared to $614,000 of additional write downs during the nine months ended September 30, 2015.  For the three months ended September 30, 2016 there were $478,000 of additional write downs compared to $368,000 of additional write downs during the three months ended September 30, 2015.March 31, 2017, and no write downs during the three months ended March 31, 2016.  At December 31, 2015,2016, other real estate owned had a net carrying amount of $8,059,000,$6,624,000, made up of the outstanding balance of $10,825,000,$9,900,000, net of a valuation allowance of $2,766,000.$3,276,000.
- 3835 -

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


NOTE  97 – FAIR VALUE - continued

The significant unobservable inputs related to assets and liabilities measured at fair value on a non-recurring basis at September 30, 2016March 31, 2017 are summarized below:

 September 30, 2016 Valuation Techniques Unobservable Inputs Range (Weighted Avg) March 31, 2017 Valuation Techniques Unobservable Inputs Range (Weighted Avg)
Impaired loans:                  
Commercial real estate:         
Commercial real estate         
Owner occupied $310 sales comparison adjustment for limited salability of specialized property  44.8%-76.3% (56.1%) $792 sales comparison adjustment for limited salability of specialized property 9.3%-76.4% (19.3%)
Non-owner occupied  370 sales comparison adjustment for differences between the comparable sales  16.3%-16.3% (16.3%)
Commercial and industrial  12 sales comparison adjustment for estimated realizable value  8.0%-8.0% (8.0%)  12 sales comparison adjustment for differences between the comparable sales 8.0%-8.0% (8.0%)
All other  74 sales comparison adjustment for percentage of completion of construction  8.0%-8.0% (8.0%)  75 sales comparison adjustment for differences between the comparable sales 8.0%-8.0% (8.0%)
Total impaired loans $766         $879        
                      
Other real estate owned:                      
Residential real estate $608 sales comparison adjustment for differences between the comparable sales  0.7%-31.6% (24.7%) $571 sales comparison adjustment for differences between the comparable sales 0.7%-86.8% (29.2%)
Commercial real estate:           
Commercial real estate           
Owner occupied  259 sales comparison adjustment for estimated realizable value  1.3%-25.4% (5.0%)  175 sales comparison adjustment for differences between the comparable sales 21.8%-21.8% (21.8%)
Non-owner occupied  2,253 sales comparison adjustment for differences between the comparable sales  17.2%-23.4% (22.3%)  2,153 sales comparison adjustment for differences between the comparable sales 17.2%-27.6% (25.7%)
All other  4,421 sales comparison adjustment for estimated realizable value  15.7%-40.4% (19.9%)  3,508 sales comparison adjustment for estimated realizable value 15.1%-40.4 (20.6%)
Total OREO $7,541         $6,407        


- 3936 -


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


NOTE  97 – FAIR VALUE - continued

Assets and liabilities measured at fair value on a non-recurring basis at December 31, 20152016 are summarized below:

    Fair Value Measurements at December 31, 2015 Using     Fair Value Measurements at December 31, 2016 Using 
 Carrying Value  
Quoted Prices in Active Markets for Identical Assets
(Level 1)
  
Significant Other Observable Inputs
(Level 2)
  
Significant Unobservable Inputs
(Level 3)
  Carrying Value  
Quoted Prices in Active Markets for Identical Assets
(Level 1)
  
Significant Other Observable Inputs
(Level 2)
  
Significant Unobservable Inputs
(Level 3)
 
Assets:                        
Impaired loans:                        
Commercial real estate:            
Commercial real estate            
Owner occupied $133  $-  $-  $133  $793  $-  $-  $793 
Non-owner occupied  258   -   -   258 
Commercial and industrial  12   -   -   12 
All other  3,036   -   -   3,036 
Total impaired loans $391  $-  $-  $391  $3,841  $-  $-  $3,841 
                                
Other real estate owned:                                
Residential real estate: $648  $-  $-  $648 
Commercial real estate:                
Residential real estate $613  $-  $-  $613 
Commercial real estate                
Owner occupied  260   -   -   260   175   -   -   175 
Non-owner occupied  2,253   -   -   2,253   2,153   -   -   2,153 
All other  4,898   -   -   4,898   3,683   -   -   3,683 
Total OREO $8,059  $-  $-  $8,059  $6,624  $-  $-  $6,624 


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


NOTE  97 – FAIR VALUE - continued

The significant unobservable inputs related to assets and liabilities measured at fair value on a non-recurring basis at December 31, 20152016 are summarized below:

 December 31, 2015 Valuation Techniques Unobservable Inputs Range (Weighted Avg) December 31, 2016 Valuation Techniques Unobservable Inputs Range (Weighted Avg) 
Impaired loans:                  
Commercial real estate:         
Commercial real estate         
Owner occupied $133 sales comparison adjustment for limited salability of specialized property  60.7%-72.4% (66.3%) $793 sales comparison adjustment for limited salability of specialized property 9.3%-76.4% (19.3%)
Non-owner occupied  258 sales comparison adjustment for differences between the comparable sales  8.0%-8.0% (8.0%)
Commercial and industrial  12 sales comparison adjustment for differences between the comparable sales 8.0%-8.0% (8.0%)
All other  3,036 sales comparison adjustment for differences between the comparable sales 5.7%-9.0% (8.0%)
Total impaired loans $391         $3,841        
                      
Other real estate owned:                      
Residential real estate $648 sales comparison adjustment for differences between the comparable sales  0.7%-31.6% (24.7%) $613 sales comparison adjustment for differences between the comparable sales 0.7%-86.8% (25.2%)
Commercial real estate:           
Commercial real estate           
Owner occupied  260 sales comparison adjustment for differences between the comparable sales  25.4%-41.3% (38.8%)175sales comparisonadjustment for differences between the comparable sales21.8%-21.8% (21.8%)
Non-owner occupied  2,253 sales comparison adjustment for differences between the comparable sales  21.9%-23.4% (23.1%)  2,153 sales comparison adjustment for differences between the comparable sales 17.2%-27.6% (25.7%)
All other  4,898 sales comparison adjustment for estimated realizable value  18.9%-46.6% (27.5%)  3,683 sales comparison adjustment for estimated realizable value 15.1%-45.4% (21.8%)
Total OREO $8,059         $6,624        

- 4138 -


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


NOTE  10 – ACQUISITION OF FIRST NATIONAL BANKSHARES CORPORATION

Effective at the close of business on January 15, 2016, Premier completed its purchase of First National Bankshares Corporation (“Bankshares”), a $237.5 million single bank holding company headquartered in Ronceverte, West Virginia.  Under terms of an agreement of merger dated July 6, 2015, Premier issued 1.69 shares of its common stock for each share of Bankshares for a total acquisition value of approximately $22.0 million.  Based on the preliminary valuation of the fair value of tangible and intangible assets acquired and liabilities assumed the purchase price resulted in approximately $3.32 million in goodwill, none of which is deductible for tax purposes.  During the period following the acquisition through the quarter ended September 30, 2016, management obtained information regarding its initial valuations that resulted in increases in the fair value of the premises acquired, the estimated core deposit intangible, and related deferred taxes.  These adjustments decreased the amount of goodwill recorded as a result of the acquisition to approximately $1.57 million, consisting largely of synergies and the cost savings resulting from the combining of the operations of the companies. The core deposit intangible asset was revised to a total of $3.31 million, none of which is deductible for tax purposes.  The core deposit intangible will be amortized using an accelerated method.  The following table presents estimated amortization of the Bankshares core deposit intangible as of the acquisition date for each of the next five years.

2016 $455 
2017  428 
2018  364 
2019  309 
2020  289 
Thereafter  1,463 
Total core deposit intangible acquired $3,308 
     

The valuations of loans, premises and equipment and core deposit intangible are still preliminary and subject to change.  United States generally accepted accounting principles (“U.S. GAAP”) provide up to twelve months following the date of acquisition in which management can finalize the fair values of acquired assets and assumed liabilities. Material events that occur during the measurement period will be analyzed to determine if the new information reflected facts and circumstances that existed on the acquisition date. The measurement period ends as soon as the Company receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns more information is unobtainable. The measurement period is limited to one year from the acquisition date. Once management has finalized the fair values of acquired assets and assumed liabilities within this twelve month period, management considers such values to be the “Day One Fair Values.”  Based on management’s preliminary valuation of the fair value of tangible and intangible assets acquired and liabilities assumed, the purchase price for the Bankshares acquisition is allocated in the table below.  There were no recast adjustments during the third quarter of 2016. 
- 42 -


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


NOTE  10 – ACQUISITION OF FIRST NATIONAL BANKSHARES CORPORATION - continued

Net assets acquired via the acquisition are shown in the table below.

  As Initially Reported  
Recast Adjustments during 2nd Quarter 2016
  First National Bankshares 
Cash and due from banks $16,385  $-  $16,385 
Securities available for sale  76,612   -   76,612 
Loans, net  132,954   -   132,954 
Premises and equipment  4,606   1,233   5,839 
Goodwill and other intangible assets  5,176   (293)  4,883 
Other assets  1,764   (940)  824 
Total assets acquired  237,497   -   237,497 
             
Deposits  (205,174)  -   (205,174)
Repurchase agreements  (2,168)  -   (2,168)
FHLB borrowings  (1,347)  -   (1,347)
Subordinated debt  (5,307)  -   (5,307)
Other liabilities  (1,460)  -   (1,460)
Total liabilities assumed  (215,456)  -   (215,456)
Net assets acquired $22,041  $-  $22,041 


The fair value of net assets acquired includes fair value adjustments to certain receivables that were not considered impaired as of the acquisition date. The fair value adjustments were determined using discounted contractual cash flows.  However, the Company believes that all contractual cash flows related to these non-impaired financial instruments will be collected.  As such, these receivables were not considered impaired at the acquisition date and were not subject to the accounting guidance relating to purchase credit impaired loans, which have shown evidence of credit deterioration since origination.  The non-impaired loans excluded from the purchase credit impairment guidance were recorded at an estimated fair value of $125,669,000 and had gross contractual amounts receivable of $127,347,000 on the date of acquisition.


- 43 -

PREMIER FINANCIAL BANCORP, INC.
MANAGEMENT'SMANAGEMENT’S DISCUSSION AND ANALYSIS
SEPTEMBER 30, 2016
MARCH 31, 2017
 
 
Item 2.  Management’sManagement's Discussion and Analysis
   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”"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’sinstitution'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’sinstitution's optimal profitability while maintaining a minimum amount of interest rate risk and credit risk.

Net income for the ninethree months ended September 30, 2016March 31, 2017 was $8,767,000,$3,664,000, or $0.91$0.34 per diluted share, compared to net income of $9,594,000,$2,979,000, or $1.14 per diluted share, for the nine months ended September 30, 2015.  The decrease in income in 2016 is largely due to an increase in the provision for loan losses compared to the first nine months of 2015 and an increase in operating expenses from the operations of the acquired First National Bank (“First National”), which were not included in Premier’s 2015 results.  First National, a wholly owned subsidiary of First National Bankshares Corporation (“Bankshares”) headquartered in Ronceverte, West Virginia, was purchased as part of Premier’s acquisition of Bankshares on January 15, 2016.  Premier issued 1.4 million shares of its common stock valued at approximately $22,041,000 to the shareholders of Bankshares.  On March 4, 2016, as part of Premier’s assimilation of Bankshares, First National was converted to Premier’s operating systems and merged into Premier Bank, Inc., a wholly own subsidiary of Premier.  The six branches of First National became branches of Premier Bank and now comprise the bank’s second largest operating division.  The operations of First National’s six branches plus the operations of Bankshares are only included in the operations of Premier since the January 15, 2016 acquisition date.  The decrease in net income related to the provision for loan losses is a result of an $1,436,000 of provision expense recorded during the first nine months of 2016, which compares to $232,000 of provision for loan losses recorded during the first nine months of 2015.  The increase in the provision for loan losses during the first nine months of 2016 was due to two primary factors, a $51.2 million, or 6.0%, increase in loans outstanding (exclusive of the loans acquired via the purchase of Bankshares) and an estimate for the potential loan losses related to the June, 2016 flooding that occurred in some of Premier’s West Virginia markets.  The annualized returns on average common shareholders’ equity and average assets were approximately 6.71% and 0.79% for the nine months ended September 30, 2016 compared to 8.66% and 1.01%% for the same period in 2015.
- 44 -

PREMIER FINANCIAL BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
SEPTEMBER 30, 2016

Net income for the three months ended September 30, 2016 was $3,164,000, or $0.33 per diluted share, compared to net income of $3,325,000, or $0.40$0.29 per diluted share for the three months ended September 30, 2015.March 31, 2016.  The decreaseincrease in net income duringin the third quarterfirst three months of 20162017 is largely due to a $1,522,000 increase in non-interest expense and a $150,000 increase in interest expense in the third quarter of 2016 that were not fully offset by the $1,083,000an increase in interest income and the $260,000on loans, a decrease in interest expense, an increase in non-interest income, when compared to the third quarterand a decrease in non-interest expense, all of 2015.which more than offset an increase in provision for loan losses.  The comparative increase in interest income on loans in the thirdfirst three months of 2017 is partially due to $446,000 of interest income collected on non-accrual loans liquidated during the first quarter of 2017.  The provision for loan losses was $366,000 during the first three months of 2017, which compares to $312,000 of provision expense recorded during the first three months of 2016.  The decrease in non-interest expense was largely due to $146,000 of conversion expense recorded in 2016, is negatively impactedcompared to $24,000 in 2017.  The annualized returns on average common shareholders' equity and average assets were approximately 8.25% and 0.98% for the three months ended March 31, 2017 compared to 7.06% and 0.83% for the same period in 2016.

Net interest income for the quarter ended March 31, 2017 totaled $13.996 million, up $941,000, or 7.2%, from the $13.055 million of net interest income earned in the first quarter of 2016.  Interest income in 2017 increased by $899,000, or 6.3%, largely due to a higher amount$934,000 increase in interest income on loans.  Interest income on loans in the first quarter of income recognized from2017 included approximately $446,000 of deferred incomeinterest and discounts recognized on non-accrual loans that paid off during the third quarter  of 2015, compared to no interest income of this kind recognized during the thirdfirst quarter of 2016.  The annualized returnsOtherwise, interest income on loans increased by $488,000, or 3.9%, in the first quarter of 2017 largely due to a higher average common shareholders’ equitybalance of loans outstanding during the quarter.  Interest income on investment securities in the first quarter of 2017 decreased by $95,000, or 6.3%, largely due to a lower average balance of investments outstanding as surplus funds and maturing investments have been used to fund the higher yielding loan portfolio.  Interest income from interest-bearing bank balances and federal funds sold increased by $60,000, or 62%, largely due to an increase in the yield on these balances in 2017 resulting from the Federal Reserve Board of Governors' decisions to increase the federal funds target rate by a total of 50 basis points in the last twelve months, on a slightly lower average assets were approximately 7.10% and 0.84% forbalance outstanding during the three months ended September 30, 2016 compared to 9.04% and 1.05% for the same period in 2015.quarter.

- 39 -

Table of Contents
PREMIER FINANCIAL BANCORP, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
MARCH 31, 2017
Net interest income for the nine monthsquarter ended September 30, 2016March 31, 2017 totaled $40.262$13.996 million, up $3.592 million$941,000, or 9.8%7.2%, from the $36.670$13.055 million of net interest income earned in the first nine monthsquarter of 2015, as an increase in interest income more than offset an increase in interest expense.2016.  Interest income in 20162017 increased by $3.991 million,$899,000, or 10.0%6.3%, largely due to a $5.322 million$934,000 increase in interest income fromon loans.  Interest income on loans in the operationsfirst quarter of First National.  This increase in interest income was partially offset by a $872,000, or 2.2%, decrease in interest income from Premier’s other operations and a $459,000 decrease in income recognized from2017 included approximately $446,000 of deferred interest and discounts collectedrecognized on non-accrual loans that liquidatedpaid off during first nine months of 2016the quarter compared to no interest income of this kind recognized during the first nine monthsquarter of 2015.  The timing of these liquidations is difficult to predict, which creates fluctuations in reported loan2016.  Otherwise, interest income.  Interest income on loans increased by $3.272 million,$488,000, or 9.1%3.9%, in the first quarter of 2017 largely due to a higher average balance of loans outstanding during the addition of $4.631 million of interestquarter.  Interest income on loans added viainvestment securities in the acquisitionfirst quarter of First National, partially offset2017 decreased by $95,000, or 6.3%, largely due to a lower average balance of investments outstanding as surplus funds and maturing investments have been used to fund the higher yielding loan portfolio.  Interest income from interest-bearing bank balances and federal funds sold increased by $60,000, or 62%, largely due to an increase in the yield on these balances in 2017 resulting from the Federal Reserve Board of Governors' decisions to increase the federal funds target rate by a $900,000 decreasetotal of 50 basis points in the last twelve months, on a slightly lower average balance outstanding during the quarter.

Complementing the increase in interest income on loans from Premier’s other operations and the $459,000 decrease in income recognized from deferred interest and  discounts collected on non-accrual loans.  Interest earned on investments increased by $528,000, or 13.9%, due to the addition of approximatley $650,000 of interest income on investments added via the acquisition of First National, partially offset by a $122,000 decrease in interest income on investments from Premier’s other operations.  Interest earned on federal funds sold and interest bearing bank balances increased by $191,000 largely due to higher yields earned on these highly liquid assets.

Interest expense increased in total during the first nine monthsquarter of 2016 by $399,000, or 13.0%, when compared to the same nine months of 2015.  Interest expense increased by $769,000 due to the addition of the operations acquired from Bankshares, including $588,000 of interest expense on the deposits and borrowings of First National and $181,000 of interest expense on subordinated debentures assumed by Premier as part of the acquisition of Bankshares.  The subordinated debentures can be included as a portion of Premier’s regulatory Tier 1 capital, subject to certain conditions and limitations.  Partially offsetting the $769,000 increase in interest expense from the addition of the operations acquired from Bankshares2017 was a $370,000,$42,000, or 12.0%3.6%, decrease in interest expense.  Interest expense from Premier’s other operationson deposits decreased by $28,000, or 2.9%, in the first quarter of 2017, primarily due to a lower average rate paid on a higher average of interest-bearing deposits outstanding during the quarter.  Interest expense on borrowings in the first quarter of 2017 decreased by $33,000, or 27.5%, largely due to a $305,000, or 11.5%,decrease in outstanding borrowings from principal payments, including the full repayment of bank based FHLB borrowings during 2016. Partially offsetting the decrease in interest expense on deposits andborrowings was a $70,000,$19,000, or 17.9%37%, decreaseincrease in interest expense on other borrowings.Premier's subordinated debt due to an increase in the variable rate interest rate paid in 2017.  The variable interest rate is indexed to the three month London Interbank Offered Rate, which is sensitive to moves in the short-term interest rate market.

PREMIER FINANCIAL BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
SEPTEMBER 30, 2016
Premier’sPremier's net interest margin during the first ninethree months of 20162017 was 3.92%4.12% compared to 4.19%3.93% for the same period in 2015.  Impacting2016.  A portion of the comparisoninterest income on loans is the result of Premier’srecognizing deferred interest income on non-accrual loans that paid-off during the period.  Excluding this income, Premier's net interest margin in 2016 with its net interest margin in 2015 are the assets and liabilities acquired via the Bankshares purchase, which generated additional net interest income induring the first ninethree months of 20162017 would have been 3.99% compared to the net interest income in the first nine months of 2015 but not necessarily at3.93% for the same net interest margin as Premier’s historical yields.period in 2016.  As shown in the table below, while Premier’sPremier's yield earned on federal funds sold and interest bearing bank balances increased to 0.66%1.14% in the first ninethree months of 2016,2017, from the 0.67% earned in the first quarter of 2016.  The average yield earned on securities available for sale and total loans outstanding both decreasedalso increased when compared to the first ninethree months of 2015, largely due to the acquired earning assets of First National.2016.  However, the average rate paid on interest bearing liabilities decreased very little in the first ninethree months of 2016,2017, as decreases in the average rates paid on interest-bearing deposits, short-term borrowings and other borrowings were partially offset by a higher average ratesrate paid on the FHLB advances andPremier's variable rate subordinated debentures assumed in the acquisition of Bankshares.debentures.  The overall effect was to reduce Premier’sincrease Premier's net interest spread by 2620 basis points to 3.80%4.00% and its net interest margin by 2719 basis points to 3.92%4.12% in the first ninethree months of 20162017 when compared to the first ninethree months of 2015.2016.
 
- 4640 -

PREMIER FINANCIAL BANCORP, INC.
MANAGEMENT'SMANAGEMENT’S DISCUSSION AND ANALYSIS
SEPTEMBER 30, 2016
MARCH 31, 2017
 
Additional information on Premier’sPremier's net interest income for the first nine monthsquarter of 20162017 and first nine monthsquarter of 20152016 is contained in the following table.
 
PREMIER FINANCIAL BANCORP, INC.PREMIER FINANCIAL BANCORP, INC. PREMIER FINANCIAL BANCORP, INC. 
AVERAGE CONSOLIDATED BALANCE SHEETSAVERAGE CONSOLIDATED BALANCE SHEETS AVERAGE CONSOLIDATED BALANCE SHEETS 
AND NET INTEREST INCOME ANALYSISAND NET INTEREST INCOME ANALYSIS AND NET INTEREST INCOME ANALYSIS 
   
 Nine Months Ended Sept. 30, 2016  Nine Months Ended Sept. 30, 2015  Three Months Ended March 31, 2017  Three Months Ended March 31, 2016 
 Balance  Interest  Yield/Rate  Balance  Interest  Yield/Rate  Balance  Interest  Yield/Rate  Balance  Interest  Yield/Rate 
Assets                                    
Interest Earning Assets                                    
Federal funds sold and other $66,518  $328   0.66% $69,725  $137   0.26% $55,628  $157   1.14% $58,597  $97   0.67%
Securities available for sale                                                
Taxable  294,926   4,075   1.84   221,184   3,639   2.19   278,016   1,345   1.94   299,033   1,428   1.91 
Tax-exempt  18,048   254   2.89   8,723   162   3.96   13,559   72   3.22   18,111   84   2.81 
Total investment securities  312,974   4,329   1.90   229,457   3,801   2.26   291,575   1,417   2.00   317,144   1,512   1.96 
Total loans  995,517   39,084   5.24   873,884   35,812   5.48   1,032,535   13,535   5.32   963,693   12,601   5.26 
Total interest-earning assets  1,375,009   43,741   4.26%  1,173,066   39,750   4.54%  1,379,738   15,109   4.45%  1,339,434   14,210   4.28%
Allowance for loan losses  (10,235)          (10,436)          (10,911)          (9,742)        
Cash and due from banks  38,291           32,040           39,921           32,994         
Other assets  81,678           73,471           82,401           80,854         
Total assets $1,484,743          $1,268,141          $1,491,149          $1,443,540         
                                                
Liabilities and Equity                                                
Interest-bearing liabilities                                                
Interest-bearing deposits $960,668   2,917   0.41  $823,933   2,661   0.43  $962,909   949   0.40  $940,630   977   0.42 
Short-term borrowings  25,068   28   0.15   16,102   28   0.23   23,508   7   0.12   20,328   7   0.14 
FHLB advances  2,904   32   1.47   -   -   -   -   -   -   1,059   7   2.66 
Other borrowings  10,396   321   4.12   12,008   391   4.35   8,564   87   4.12   11,014   113   4.13 
Subordinated debentures  5,027   181   4.81   -   -   - 
Subordinated debt  5,345   70   5.31   4,379   51   4.68 
Total interest-bearing liabilities  1,004,063   3,479   0.46%  852,043   3,080   0.48%  1,000,326   1,113   0.45%  977,410   1,155   0.48%
Non-interest bearing deposits  302,558           263,475           308,172           292,583         
Other liabilities  3,918           4,888           5,073           4,648         
Stockholders’ equity  174,204           147,735         
Stockholders' equity  177,578           168,899         
Total liabilities and equity $1,484,743          $1,268,141          $1,491,149          $1,443,540         
                                                
Net interest earnings     $40,262          $36,670          $13,996          $13,055     
Net interest spread          3.80%          4.06%          4.00%          3.80%
Net interest margin          3.92%          4.19%          4.12%          3.93%
                        

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PREMIER FINANCIAL BANCORP, INC.
MANAGEMENT'SMANAGEMENT’S DISCUSSION AND ANALYSIS
SEPTEMBER 30, 2016MARCH 31, 2017
Additional information on Premier’s net interest income for the third quarter of 2016 and third quarter of 2015 is contained in the following table.
PREMIER FINANCIAL BANCORP, INC. 
AVERAGE CONSOLIDATED BALANCE SHEETS 
AND NET INTEREST INCOME ANALYSIS 
  
  Three Months Ended Sept. 30, 2016  Three Months Ended Sept. 30, 2015 
  Balance  Interest  Yield/Rate  Balance  Interest  Yield/Rate 
Assets                  
Interest Earning Assets                  
Federal funds sold and other $69,396  $123   0.71% $76,900  $49   0.25%
Securities available for sale                        
Taxable  288,582   1,285   1.78   216,468   1,176   2.17 
Tax-exempt  16,796   82   3.00   7,917   51   3.98 
Total investment securities  305,378   1,367   1.85   224,385   1,227   2.24 
Total loans  1,027,011   13,375   5.18   868,372   12,506   5.71 
Total interest-earning assets  1,401,785   14,865   4.23%  1,169657   13,782   4.69%
Allowance for loan losses  (10,840)          (10,310)        
Cash and due from banks  42,224           31,656         
Other assets  81,240           73,902         
Total assets $1,514,409          $1,264,905         
                         
Liabilities and Equity                        
Interest-bearing liabilities                        
Interest-bearing deposits $970,005   965   0.40  $816,673   858   0.42 
Short-term borrowings  29,571   10   0.13   15,215   9   0.23 
FHLB advances  5,104   10   0.78   -   -   - 
Other borrowings  9,779   101   4.11   12,254   132   4.27 
Subordinated debentures  5,328   63   4.70   -   -   - 
Total interest-bearing liabilities  1,019,787   1,149   0.45%  844,142   999   0.47%
Non-interest bearing deposits  312,898           268,661         
Other liabilities  3,536           4,941         
Stockholders’ equity  178,188           147,161         
Total liabilities and equity $1,514,409          $1,264,905         
                         
Net interest earnings     $13,716          $12,783     
Net interest spread          3.78%          4.22%
Net interest margin          3.91%          4.35%
                         

Net interest income for the quarter ended September 30, 2016 totaled $13.716 million, up $933,000, or 7.3%, from the $12.783 million of net interest income earned in the third quarter of 2015, as an increase in interest income more than offset an increase in interest expense.  Interest income in the third quarter of 2016 increased by $1.083 million, or 7.9%, largely due to a $1.720 million increase in interest income from the operations of First National.  This increase in interest income was partially offset by a $108,000, or 0.7%, decrease in interest income from Premier’s other operations and a $529,000 decrease in income recognized from deferred interest and discounts  collected on non-accrual loans liquidated during the third quarter of 2016 compared to the third quarter of 2015.  Interest income on loans increased by $869,000, or 6.9%, due to the addition of $1.502 million of interest income on loans added via the acquisition of First National, partially offset by a $104,000 decrease in interest income on loans from Premier’s other operations and the $529,000 decrease in income recognized from deferred interest and discounts collected on non-accrual loans.  Interest earned on investments increased by $140,000, or 11.4%, due to the addition of approximately $208,000 of interest income on investments added via the acquisition of First National, partially offset by a $68,000 decrease in interest income on investments from Premier’s other operations.  Interest earned on federal funds sold and interest bearing bank balances increased by $74,000 largely due to higher yields earned on these highly liquid assets.
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PREMIER FINANCIAL BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
SEPTEMBER 30, 2016
Interest expense increased in total during the third quarter of 2016 by $150,000, or 15.0%, when compared to the same quarter of 2015.  Interest expense increased by $250,000 due to the addition of the operations acquired from Bankshares, including $187,000 of interest expense on the deposits and borrowings of First National and $63,000 of interest expense on subordinated debentures assumed by Premier as part of the acquisition of Bankshares.  Partially offsetting the $250,000 increase in interest expense from the addition of the operations acquired from Bankshares was a $100,000, or 10.0%, decrease in interest expense from Premier’s other operations largely due to a $75,000, or 8.7%, decrease in interest expense on deposits and a $31,000, or 23.5%, decrease in interest expense on other borrowings.
Premier’s net interest margin during the third quarter of 2016 was 3.91% compared to 4.35% for the same period in 2015.  Impacting the comparison of Premier’s net interest margin in 2016 with its net interest margin in 2015 are the assets and liabilities acquired via the Bankshares purchase, which generated additional net interest income in the third quarter of 2016 compared to the net interest income in the third quarter of 2015 but not necessarily at the same net interest margin as Premier’s historical yields.  As shown in the table above, while Premier’s yield earned on federal funds sold and interest bearing bank balances increased to 0.71% in the third quarter of 2016, the average yield earned on securities available for sale and total loans outstanding both decreased when compared to the third quarter of 2015, largely due to the acquired earning assets of First National.  However, the average rate paid on interest bearing liabilities decreased very little in the third quarter of 2016, as decreases in the average rates paid on interest-bearing deposits, short-term borrowings and other borrowings were partially offset by higher average rates paid on the FHLB advances and subordinated debentures assumed in the acquisition of Bankshares.  The overall effect was to reduce Premier’s net interest spread by 44 basis points to 3.78% and its net interest margin by 44 basis points to 3.91% in the third quarter of 2016 when compared to the same quarter of 2015.
Non-interest income increased by $795,000,$80,000, or 15.1%4.1%, to $6,064,000$2,017,000 for the first ninethree months of 20162017 compared to the same periodthree months of 2015.2016.  Service charges on deposit accounts increased by $235,000,$15,000, or 8.6%1.6%, electronic banking income (income from debit/credit cards, ATM fees and internet banking charges) increased by $339,000,$18,000, or 16.8%2.4%, and income from other sources increased by $221,000,$47,000, or 43.1%22.0%, including a $65,000 increase in commissions from selling mortgages in the secondary market.  The increases in non-interest income are largely due to the inclusion of the operations of First Nationalan increase in 2016, which added approximately $662,000 of non-interest income in the first nine months of 2016.

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PREMIER FINANCIAL BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
SEPTEMBER 30, 2016
For the quarter ending September 30, 2016, non-interest income increased by $260,000, or 14.4%, to $2,062,000 compared to $1,802,000 recognized during the same quarter of 2015.  Service charges on deposit accounts increased by $83,000, or 8.8%, electronic banking income increased by $121,000, or 18.1%, secondary market mortgage income increased by $26,000, and non-interest income from other sources increased by $30,000.  The increases in non-interest income are largely due to the inclusion of the operations of First National in 2016, which added approximately $183,000 of non-interest income in the third quarter of 2016.wealth management services income.

Non-interest expenses for the first nine monthsquarter of 20162017 totaled $31.32 million,$9,998,000, or 2.82%2.72% of average assets on an annualized basis, compared to $26.81 million,$10,075,000, or 2.83%2.81% of average assets for the same period of 2015.2016.  The $4,513,000 increase$77,000 decrease in non-interest expenses in 20162017 when compared to the first nine monthsquarter of 20152016 is largely due to a $3,520,000$122,000, or 83.6%, decrease in conversion expense, a $66,000, or 25.5% decrease in FDIC insurance, and a $21,000, or 0.4% decrease in staff costs.  The decrease in staff costs is primarily due to an $86,000, or 2.2%, increase in non-interestsalaries and wages (net of deferred loan costs) more than offset by a $107,000, or 9.4%, decrease in benefit plan costs, namely employee medical insurance benefits and employer based payroll taxes.  The decrease in conversion expense from the operations of the six branches of First National and $196,000 of expenses directlyis related to costs incurred to convert First National’sNational Bank to Premier's operating and data systems.  In addition to these expenses, non-interest expense increased by $797,000, or 3.0%, as a result of Premier’s other operations.  Largely as a result ofsystems in the First National operations, staff costs increased by $2,060,000, or 15.9%, occupancy and equipment expenses increased by $779,000, or 19.9%, data processing costs (excluding conversion costs) increased by $660,000, or 20.2%, amortization of intangible assets increased by $218,000, or 33.9%, FDIC insurance costs increased by $99,000, or 15.2%, and other operating expenses increased by $450,000, or 14.9%.
Non-interest expenses for the thirdfirst quarter of 2016 totaled $10.61 million,2016.  These decreases were partially offset by a $98,000, or 2.79% of average assets on an annualized basis, compared to $9.09 million, or 2.85% of average assets for the same period of 2015.  The $1,522,00065.3%, increase in non-interest expenses in the third quarter of 2016 when compared to the third quarter of 2015 is largely due toprofessional fees, including higher audit and consulting fees, and a $998,000$31,000, or 19.6%, increase in non-interest expense from the operations of the six branches of First National.  In addition to these expenses, non-interest expense increased by $524,000, or 5.8%, as a result of Premier’s other operations.  Largely as a result of the First National operations, staff costs increased by $668,000, or 16.1%, occupancy and equipment expenses increased by $307,000, or 23.1%, data processing costs (excluding conversion costs) increased by $196,000, or 17.8%, amortization of intangible assets increased by $68,000, or 32.4%, and other operating expenses increased by $141,000, or 13.2%, when compared to the third quarter of 2015.  Not related to the operations of First National, OREO expenses and writedowns increased by $96,000, or 14.4%, in the third quarter of 2016 as higher carrying value writedowns, net of gainstaxes not based on the sale of OREO, during the third quarter of 2016 more than offset lower expenses related to the maintenance of OREO properties in the third quarter of 2016 when compared to the third quarter of 2015.income.

Income tax expense was $4,803,000$1,985,000 for the first ninethree months of 20162017 compared to $5,306,000$1,626,000 for the first ninethree months of 2015.2016.  The effective tax rate for the nine months ended September 30, 2016 was 35.4% compared to 35.6% for the same period in 2015.  For the quarter ended September 30, 2016, income tax expense was $1,694,000, a 34.9% effective tax rate, compared to $1,865,000 (a 35.9% effective tax rate) for the same period in 2015.  The decreaseincrease in income tax expense during the first nine months of 2016 can be primarily attributedis largely due to the decreaseincrease in pre-taxpretax income detaileddescribed above as the effective tax rate for the three months ended March 31, 2017 was essentially unchanged.  Similarly, the decrease in income tax expense during the third quarter of 2016 when compared35.1% which compares similarly to the same quarter of 2015 can also be primarily attributed to the decrease in pre-tax income35.3% effective tax rate for the quarter as detailed above.same period in 2016.


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PREMIER FINANCIAL BANCORP, INC.
MANAGEMENT'SMANAGEMENT’S DISCUSSION AND ANALYSIS
SEPTEMBER 30, 2016MARCH 31, 2017

B.Financial Position

Total assets at September 30, 2016March 31, 2017 increased by $253.4$21.0 million to $1.498$1.517 billion from the $1.245$1.496 billion at December 31, 2015.2016.  The increase in total assets since year-end is largely due to the $237.5 million of assets from the Bankshares acquisition in January 2016. Otherwise, a $51.2$17.3 million increase in totalsecurities available for sale and a $14.7 million increase in loans outstanding from organic growth was partially offset by a $36.9$6.8 million decrease in securities available for sale.interest bearing bank balances and a $1.0 million decrease in cash and due from banks.  Earning assets increased by $239.9$24.6 million from the $1.147$1.382 billion at year-end 20152016 to end the quarter at $1.387 billion including an increase of $223.9 million of earning assets from the Bankshares acquisition.$1.407 billion.

Cash and due from banks at September 30, 2016March 31, 2017 was $40.3$40.4 million, a $6.4$1.0 million increasedecrease from the $33.9$41.4 million at December 31, 2015.  Interest-bearing2016.  Interest bearing bank balances increaseddecreased by $14.8$6.8 million from the $32.8$55.7 million reported at December 31, 2015, while2016 and federal funds sold increaseddecreased by $1.0 million$834,000 to $6.9$6.7 million at September 30, 2016.  The increases in cash and due from banks and interest-bearing bank balances are largely due to the Bankshares acquisition, which added approximately $2.4 million of cash and due from banks and $14.0 million of interest bearing bank balances.March 31, 2017.  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’sPremier's management of its liquidity and interest rate risks.  The decrease in interest bearing bank balances and federal funds sold during the first three months of 2017 was largely in response to the funding of investment purchases plus an increase in total loans outstanding at the end of the quarter.

Securities available for sale totaled $295.2$305.9 million at September 30, 2016,March 31, 2017, a $39.7$17.3 million increase from the $255.5$288.6 million at December 31, 2015.2016.  The increase was largely due to the $76.6 millionpurchase of securities available for sale added from the Bankshares acquisition.  Otherwise, securities available for sale have decreased by $36.9 million since year-end, primarily due to proceeds from monthly principal payments on Premier’s mortgage backed securities portfolio and securities maturing during the year, which more than offset $22.5$31.1 million of investment purchases during the first nine months of 2016securities and a $4.5$2.3 million increase in the market value of the securities available for sale.sale, which more than offset $15.6 million of proceeds from monthly principal payments on Premier's mortgage backed securities portfolio and securities that matured or were called during the quarter. The investment portfolio is predominately high quality residential mortgage backed securities backed by the U.S. Government or Government sponsored agencies.  Any unrealized losses on securities within the portfolio at September 30, 2016March 31, 2017 and December 31, 20152016 are believed to be price changes resulting from increaseschanges in the long-term interest rate environment since acquiring the investment security 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.Flows.

Total loans at September 30, 2016March 31, 2017 were $1.034$1.040 billion compared to $849.7 million$1.025 billion at December 31, 2015,2016, an increase of approximately $184.2$14.7 million, or 21.7%1.4%. The increase in loans wasis largely due to the $133.0 million of loans added from the Bankshares acquisition.  Total loans also increased by $51.2 million during the first nine months of 2016, with $41.5 million of the increase occurring during the second quarter of 2016 and another $5.8 millon of the increase occurring during the third quarter of 2016, as internal loan growth at Premier’s other operations more thanpartially offset by regular principal payments, loan payoffs and transfers of loans to OREO upon foreclosure.  Approximately $32.3Loan payoffs during the first quarter of 2017 included payoffs on $5.6 million of non-accrual loans which resulted in recognizing approximately $436,000 of interest income deferred while the net increase in loans during 2016 resulted from an increase in loans originated in Premier’s Kentuckywere on non-accrual status and Ohio markets$10,000 of remaining purchase discounts associated with another $35.0 million of the net increase originated in Premier’s Washington DC market.   The remaining $16.1 million net decrease in loans outstanding was primarily in Premier’s traditional West Virginia markets.loans.
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PREMIER FINANCIAL BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
SEPTEMBER 30, 2016
 
Premises and equipment increaseddecreased by $4.8 million, as the $5.8 million of premises and equipment of the six branches of First National was partially offset by$369,000 largely due to normal quarterly depreciation of fixed assets.  Goodwill and other intangible assets increaseddecreased by $4.0 million, as$265,000, due to the $4.9 million of intangible assets generated by the acquisition of Bankshares was partially offset by $862,000amortization of core deposit intangible amortization.intangibles.

Deposits totaled $1.274$1.298 billion as of September 30, 2016, a $213.4March 31, 2017, an $18.9 million, or 20.1%1.5%, increase from the $1.060$1.279 billion in deposits at December 31, 2015.2016.  The overall increase in deposits is largely due to the initial $205.2 million of deposits assumed in the Bankshares acquisition.  The total of these deposits has decreased by approximately $6.5a $19.1 million, or 3.2% since acquisition, primarily in certificates of deposit.  Otherwise, total deposits have increased by approximately $14.7 million, or 1.4%, from Premier’s other operations.  The $14.7 million increase in deposits includes a $10.6 million, or 3.9%, increase in non-interest bearing deposits, a $7.1 million, or 3.9%8.0%, increase in interest bearing transaction accounts, and an $11.3a $3.6 million, or 4.2%1.0%, increase in savings and money market accounts.  These increases more than offsetaccounts, and a $14.2$2.0 million, or 4.3%0.6%, increase in non-interest bearing deposits.  The increases were partially offset by a $5.9 million, or 1.6%, decrease in certificates of deposit as customers continue to retain their maturing certificate of deposit funds in more traditional deposit accounts rather than renew their certificates under the current low interest rate environment.deposit.  Repurchase agreements with corporate and public entity customers increaseddecreased in the first nine monthsquarter of 20162017 by $5.5 million,$956,000, or 25.1%, which includes $2.2 million obtained by the acquisition of Bankshares.
On January 15, 2016, Premier assumed approximately $1.3 million of amortizing FHLB advances made to First National bearing interest rates ranging from 4.32% to 4.93% and maturities ranging from December 2017 to May 2025.  Through September 30, 2016, Premier has prepaid all but one of these amortizing advances, leaving $490,000 outstanding with a maturity date in December 2024.  For additional details on FHLB advances, see Note 5 to the consolidated financial statements4.0%.
Other borrowed fundsborrowings decreased by $1.8 million$608,000 since year-end 20152016 due to scheduled principal payments plus additional principal payments on Premier’sPremier's existing borrowings.  However, Premier also assumed $6.186 millionSubordinated debentures increased $9,000, due to the continuing monthly amortization of subordinated debentures issued by Bankshares, reduced by $863,000 ofthe fair value adjustments,adjustment recorded in 2016 as a resultpart of the acquisition of First National Bankshares in January 2016.  Additional details on the subordinated debentures can be found in Note 6 to the consolidated financial statements.Corporation.
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PREMIER FINANCIAL BANCORP, INC.
MANAGEMENT'SMANAGEMENT’S DISCUSSION AND ANALYSIS
SEPTEMBER 30, 2016MARCH 31, 2017

The following table sets forth information with respect to the Company’sCompany's nonperforming assets at September 30, 2016March 31, 2017 and December 31, 2015.2016.

 (In Thousands)  (In Thousands) 
 2016  2015  2017  2016 
Non-accrual loans $8,434  $7,141  $20,319  $25,747 
Accruing loans which are contractually past due 90 days or more  6,772   3,032   2,204   1,999 
Accruing restructured loans  8,555   4,003   7,370   8,268 
Total non-performing and restructured loans  23,761   14,176 
Total non-performing loans  29,893   36,014 
Other real estate acquired through foreclosure (OREO)  12,293   13,040   12,455   12,665 
Total non-performing assets $36,054  $27,216  $42,348  $48,679 
                
Non-performing loans as a percentage of total loans  2.30%  1.67%  2.88%  3.51%
                
Non-performing assets as a percentage of total assets  2.41%  2.19%  2.79%  3.25%

Total non-performing and restructured loans have increaseddecreased since year-end largely due to $360,000 ofa $5.4 million decrease in non-accrual loans and $232,000 ofan $898,000 decrease in accruing restructured loans.  These decreases in non-performing loans were partially offset by a $205,000 increase in loans past due 90 days or more frommore.  Total non-performing assets have decreased since year-end, largely due to the acquisition of Bankshares and $5.6 million of new accruing restructured loans.  Otherwise, non-accrualreduction in non-performing loans increased by $933,000 and loans past due 90 days or more increased by $3.5 million from Premier’splus a $210,000 decrease in other operations.real estate acquired through foreclosure ("OREO").  Other real estate owned (“OREO”) decreased by $747,000 as new foreclosuressales of OREO and additional writedowns on existing properties in the first ninethree months of 2016 were2017 exceeded by OREO sales and an additional writedown of the carrying value of one property to a more recent appraised value.  The acquisition of Bankshares did not add any OREO properties.  With limited exception, the non-accrual loans and restructured loans of Bankshares were converted to performing loans as a result of applying purchase discounts to the acquisition value of the loans based upon the borrowers’ ability to repay their obligations.  Additional details on these “Purchase Credit Impaired” loans is found in Note 3 to the financial statements.new foreclosures.

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.

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Table of Contents
PREMIER FINANCIAL BANCORP, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
MARCH 31, 2017


Gross charge-offs totaled $575,000$409,000 during the first ninethree months of 2016,2017, largely due to consumer lending based charge-offs and the partial charge-off of loans upon foreclosure and placement into OREO.OREO during the quarter.  Any collections on charged-off loans, or partially charged-off loans, would be presented in future financial statements as recoveries of the amounts charged against the allowance.  Recoveries recorded during the first ninethree months of 20162017 totaled $355,000,$101,000, resulting in net charge-offs for the first nine monthsquarter of 20162017 of $220,000.$308,000.  This compares to $754,000$44,000 of net charge-offs recorded in the first nine months of 2015.  The large amount of net charge-offs in 2015 was largely due to the partial charge-off of previously identified impaired loans upon foreclosure and placement into OREO during the year and the charge-off of the remaining balance over and above the portion guaranteed by the Small Business Administration (“SBA”) on some previously identified impaired loans during the first quarter of 2015.2016.  The allowance for loan losses at September 30, 2016March 31, 2017 was 1.05% of total loans compared to 1.14%1.06% at December 31, 2015.2016.  The slight decrease in the ratio is largely due to the $133.0 millionan increase in total loans outstanding resulting from the acquisition of Bankshares with no additional amount added to the allowance.  These loans were recorded at fair value, incorporating estimated credit risk and interest rate yield adjustments into the recorded value.  As such, under current accounting guidance, no increase in the allowance for loan losses was recorded as a result of the Bankshares acquisition.  Excluding the initial $133.0 million in loans from the Bankshares acquisition, the allowance for loan losses would be 1.21% of the remaining loans in the portfolio.  The increase in the comparative ratio since year-end is largely due to an increasedecrease in the amount of allowance allocated to loans individually evaluated for impairment, plus $500,000 added to the allowance for an estimate of loan losses that may result from the flooding in some of Premier’s West Virginia markets during the last week of June, 2016.impairment.
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PREMIER FINANCIAL BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
SEPTEMBER 30, 2016

During the first nine monthsquarter of 2016,2017, Premier recorded a $1,436,000$366,000 of provision for loan losses.  This provision compares to $232,000$312,000 of provision for loan losses recorded during the same nine months of 2015.  The 2016 provision for loan losses was due in large part to the $51.2 million of growth in outstanding loans in 2016, exclusive of the loans acquired from Bankshares, and an estimate for the potential loan losses related to the flash flooding that occurred in some of Premier’s West Virginia markets during the last week of June, 2016.  It may be some time before the Company begins to experience any specific loan losses related to unreimbursed damage to borrowers’ collateral or any lasting economic impact to business customers in areas that rely on vacation season tourism.  The provision for loan losses for the first nine months of 2015 was impacted by a large loan recovery recorded in the second quarter of 2015.2016.  The recovery exceeded calculated increases in the credit risk of the loan portfolio resulting from increases in specific loan impairments and collectively evaluated loans as a group during the second quarter of 2015.  The result was a $146,000 negative provision for loan losses in the second quarter of 2015, which exceeded the $69,000 of provision expense recorded in the first quarter of 2015 and partially offset the $309,000 provision for loan losses in the third quarter of 2015.  The total provision for loan losses recorded during the thirdfirst quarter of 20162017 was $312,000 compared to a $309,000 provision for loan losses recorded during the third quarter of 2015.   The impact of the West Virginia flooding on the Company’s overall loan portfolio credit quality has been minimal thus far. As a result, management did not believe there was any need to increase its estimate of potential losses as of the end of the third quarter of 2016.  The recorded provision for loan losses in the third quarter of 2016 was largely the result of an increase in loans outstanding during the quarter andprimarily to provide for the increase in estimatednew loans recorded and additional identified credit risk in loans collectively evaluated for impairment.
Premier's commercial and residential real estate loan portfolios.  The level of provision expense is determined under Premier's internal analyses of evaluating credit risk.  The provisions for loan losses recorded in 20152016 and 20162017 were made in accordance with Premier’sPremier's policies regarding management’smanagement'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.  These methodologies are subject to change in the adoption of ASU No. 2016-13, Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments issued by the FASB in June 2016 which will become effective for the Company for interim and annual periods beginning after December 15, 2019.  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.  Premier continues to monitor and evaluate the impact that national housing market prices may have on its local markets and collateral valuations as management evaluates the adequacy of the allowance for loan losses. While some price deterioration has occurred, 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 markets in West Virginia, Ohio and Kentucky. With the concentrations of commercial real estate loans in the Washington, DC, and Richmond, Virginia, and Cincinnati, Ohio markets, fluctuations in commercial real estate values will also be monitored. Premier also continues to monitor the impact of the declining coal mining industry that may have a larger impact in the southern area of West Virginia and the statedecrease in the level of drilling activity in the naturaloil & gas extraction industry which may have a larger impact in the central area of West Virginia.  A declining market and resulting decline in employment could increase non-performing assets.  Premier will continue to monitor and refine its estimate of potential loan losses related to the flash flooding that occurred in some of its West Virginia markets late in the second quarter of 2016.  In each of the last fourfive years, Premier sold some OREO properties at a gain while other OREO properties have required subsequent write-downs to net realizable values. These factors are also considered in determining the adequacy of the allowance for loan losses.  For additional details on the activity in the allowance for loan losses, impaired loans, past due and non-accrual loans and restructured loans, see Note 3 to the consolidated financial statements.


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PREMIER FINANCIAL BANCORP, INC.
MANAGEMENT'SMANAGEMENT’S DISCUSSION AND ANALYSIS
SEPTEMBER 30, 2016MARCH 31, 2017


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, 20152016.  Some of these accounting policies, as discussed below, are considered to be critical accounting policies.  Critical accounting policies are those policies that require management’smanagement'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’sCompany's annual report on Form 10-K for the year ended December 31, 20152016.  There have been no significant changes in the application of these accounting policies since December 31, 2015.2016.

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.


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PREMIER FINANCIAL BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
SEPTEMBER 30, 2016
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’sCompany's subsidiary banks rely primarily on the following sources:

1.Core deposits consisting of both consumer and commercial deposits and certificates of deposit of $250,000 or more.  Management believes that the majority of its $250,000 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 $295.2$305.9 million of securities at fair value as of September 30, 2016.March 31, 2017.
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PREMIER FINANCIAL BANCORP, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
MARCH 31, 2017

The cash flow statements for the periods presented in the financial statements provide an indication of the Company’sCompany'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 September 30, 2016,March 31, 2017, total stockholders’stockholders' equity of $177.4$177.9 million was 11.8%11.7% of total assets.  This compares to total stockholders’stockholders' equity of $147.2$174.2 million, or 11.8%11.6% of total assets on December 31, 2015.2016.  The increase in stockholders’stockholders' equity was largely due to the $22.0$3.7 million of common stock issued to stockholders of Bankshares in the acquisition.  Otherwise, the $8.8 million offirst quarter net income in the first nine months of 2016 as well as a $2.9$1.5 million, net of tax, increase in the market value of the investment portfolio available for salesale.  These increases were partially offset by $4.3 million, or $0.45a $0.15 per share in cash dividendscommon stock dividend declared and paid to stockholders.during the first quarter of 2017.

Tier 1 capital totaled $145.5$149.6 million at September 30, 2016,March 31, 2017, which represents a Tier 1 leverage ratio of 9.9%10.3%.  This ratio is up from the 9.4%10.2% Tier 1 leverage ratio and $116.3$147.6 million of Tier 1 capital at December 31, 2015, as2016.  The slight increase in the Tier 1 leverage ratio is largely due to the growth in Tier 1 capital fromexceeding the acquisition of Bankshares was higherproportional growth in proportion to the average total assets added from the acquisition of Bankshares, thus having a positive effect on Premier’s leverage ratio.at March 31, 2017.
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PREMIER FINANCIAL BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
SEPTEMBER 30, 2016

The regulatory authorities introduced a new capital measure in the first quarter of 2015 for financial institutions of Premier’sPremier's size, Common Equity Tier 1 Capital.  The Common Equity Tier 1 capital measure seeks to determine how much of the traditional Tier 1 capital is attributable to equity contributed by common shareholders by excluding Tier 1 capital from other sources such as preferred stockholders’stockholders' equity and subordinated debt.  As of September 30, 2016, Premier’sMarch 31, 2017, Premier's Common Equity Tier 1 capital is $6.0 million lower than its total Tier 1 capital due to the additional Tier 1 capital included from the subordinated debentures assumed in the acquisition of Bankshares.debentures.  Since the subordinated debentures are held by the parent company, the Common Equity Tier 1 capital of the subsidiary banks is identical to their total Tier 1 capital, as none of the subsidiary banks have issued any preferred stock or subordinated debentures.  Beginning inJanuary 1, 2016 a new 2.50%an additional capital conservation buffer is being phased-in overhas been added to the next three-years as a component ofminimum regulatory capital.capital ratios under the regulatory framework for prompt corrective action.  The capital conservation buffer will be measured as a percentage required inof risk weighted assets and will be phased-in over a four year period from 2016 is an additional 0.625% added tothru 2019.  When fully implemented, the capital conservation buffer requirement will be 2.50% of risk weighted assets over and above the regulatory minimum capital ratios for Tier 1 Capital to risk weighted assets, Total Capital to risk weighted assets and will be increasedCommon Equity Tier 1 Capital (CET1) to risk weighted assets.  The consequences of not meeting the capital conservation buffer thresholds include restrictions on the payment of dividends, restrictions on the payment of discretionary bonuses, and restrictions on the repurchase of common shares by an additional 0.625% each year untilthe Company.  The capital ratios of the Affiliate Banks and the Company already exceed the new minimum capital ratios plus the fully phased-in in 2019.  By maintaining Premier’s regulatory2.50% capital ratiosbuffer requiring a CET1 Capital to risk-weighted asset ratio of at least 7.00%, a Tier 1 Capital to risk weighted assets ratio of at least 8.50% and a Total Capital to risk weighted assets ratio of at least 10.50%.  At March 31, 2017, the Company's capital conservation buffer was 7.16%, well in excess of the phased-in capital buffer, the Company will avoid regulatorily imposed limitations on dividends, equity repurchases and discretionary bonus payments to management.  Premier’s capital conservation buffer over the minimum total capital to risk-weighted assets ratio at September 30, 2016 was 6.73%, compared to the 0.625% required at September 30, 2016 and the 2.50% fully phased-in capital buffer beginning on January 1, 2019.1.250% required.

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PREMIER FINANCIAL BANCORP, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
MARCH 31, 2017


Book value per common share was $18.36$16.70 at September 30, 2016 compared to $18.00March 31, 2017 and $16.37 at December 31, 2015.  Adding to Premier’s2016.  The increase in book value per share inwas largely due to the first nine months of 2016 was the $0.92$0.34 per share earned during the periodfirst quarter partially offset by $0.45the $0.15 per share in total quarterly cash dividendsdividend to common shareholders declared and paid during the first three quartersquarter of 2016.2017.  Also adding to Premier’sPremier's book value per share at September 30, 2016March 31, 2017 was the $2,924,000$1.5 million of other comprehensive income for the first ninethree months of 20162017 related to the after tax increase in the market value of investment securities available for sale, which increased book value at September 30, 2016 by approximately $0.30$0.14 per share.  Partially offsetting these increases in Premier’s book value per share in 2016 was the issuance of shares to acquire Bankshares at a fair value less than Premier’s $18.00 book value at December 31, 2015.
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PREMIER FINANCIAL BANCORP, INC.
SEPTEMBER 30, 2016MARCH 31, 2017

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 2015Company's 2016 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 2015Company's 2016 10-K.


Item 4. Controls and Procedures

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.
SEPTEMBER 30, 2016
MARCH 31, 2017
 
PART II - OTHER INFORMATION

Item 1.Legal ProceedingsNone
   
Item 1A.Risk Factors 
   
Please refer to Premier's Annual Report on Form 10-K for the year ended December 31, 20152016 for disclosures with respect to Premier's risk factors at December 31, 2015.2016. There have been no material changes since year-end 20152016 in the specified risk factors disclosed in the Annual Report on Form 10-K.
   
Item 2.Unregistered Sales of Equity Securities and Use of ProceedsNone
   
Item 3.Defaults Upon Senior SecuritiesNone
   
Item 4.Mine Safety DisclosuresNot Applicable
   
Item 5.Other InformationNone
   
Item 6.Exhibits 

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

31.1Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32Certification Pursuant to 18 U.S.C §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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PREMIER FINANCIAL BANCORP, INC.
SEPTEMBER 30, 2016MARCH 31, 2017


SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the Corporation has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

PREMIER FINANCIAL BANCORP, INC.



Date: NovemberMay 9, 20162017              /s/ Robert W. Walker                       
Robert W. Walker
President & Chief Executive Officer


Date: NovemberMay 9, 20162017              /s/ Brien M. Chase                             
Brien M. Chase
Senior Vice President & Chief Financial Officer




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