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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
(Mark one)
[X] Quarterly report under Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended June 30, 1999
[ ] Transition report under Section 13 or 15(d) of the Exchange Act
For the transition period from to
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Commission file number 1-12707
Pinnacle Bancshares, Inc.
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(Exact Name of Small Business Issuer as Specified in Its Charter)
Delaware 72-1370314
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(State or Other Jurisdiction of (I.R.S. Employer)
Incorporation or Organization) Identification No.)
1811 Second Avenue, Jasper, Alabama 35502-1388
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(Address of Principal Executive Offices)
(205) 221-4111
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(Issuer's Telephone Number, Including Area Code)
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(Former Name, Former Address and Former Fiscal Year, if Changed
Since Last Report)
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: 1,792,086
Transitional Small Business Disclosure Format (check one):
Yes [ ] No [X]
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PART I
FINANCIAL INFORMATION
PAGE
ITEM 1. FINANCIAL STATEMENTS
Condensed Consolidated Statements of Financial Condition at December 31, 1998
and June 30, 1999 (Unaudited). 2
Condensed Consolidated Statements of Financial Income (Unaudited) for the three
months ended June 30, 1998 and 1999 and for the six months ended June 30, 1998
and 1999. 3
Condensed Consolidated Statements of Cash Flows (Unaudited) for the six months
ended June 30, 1998 and 1999. 4
Notes to Condensed Consolidated Financial Statements. 5
The Condensed Consolidated Financial Statements furnished have not been audited
by independent certified public accountants, but reflect, in the opinion of
management, all adjustments necessary for a fair presentation of financial
condition and the results for the periods presented.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION 8
PART I1
OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 10
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Signatures 11
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PINNACLE BANCSHARES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
December 31, June 30,
1998 1999
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(unaudited)
ASSETS:
Cash $ 3,960,991 $ 3,357,240
Interest-bearing deposits in other banks 30,845,417 449,577
Securities available for sale 40,414,788 67,156,732
Accrued interest on securities and deposits 431,499 920,629
Loans receivable, net of allowance for loan losses
of ($1,200,586 and $1,323,981, respectively) 128,961,641 130,981,254
Loans held for sale, at lower of cost or market 2,985,698 2,276,261
Other real estate owned, net 2,174,956 2,066,962
Premises and equipment, net 6,648,317 6,659,268
Prepaid and other assets 1,662,207 1,563,198
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Total assets $218,085,514 $ 215,431,121
============ =============
LIABILITIES AND STOCKHOLDERS' EQUITY:
Deposits $194,687,494 $ 192,843,136
Borrowed funds 3,520,000 3,390,000
Official checks outstanding 1,140,849 1,598,382
Advance payments by borrowers for taxes and insurance 60,725 129,919
Other liabilities 1,064,339 198,810
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200,473,407 198,160,247
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COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred stock, par value $.01 per share, no shares issued,
100,000 authorized 0 0
Common stock, par $.01 per share, 1,789,586 and
1,792,086 and 10,000,000 authorized 17,895 17,921
Additional paid-in capital 8,109,740 8,131,746
Retained earnings 9,453,693 9,892,469
Accumulated other comprehensive income, net of tax 30,779 (771,262)
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Total Stockholders' equity 17,612,107 17,270,874
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Total liabilities and stockholders' equity $218,085,514 $ 215,431,121
============ =============
See accompanying notes to consolidated financial statements
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PINNACLE BANCSHARES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL OPERATIONS
Three Months Ended Six Months Ended
June 30, June 30,
-------------------------- ---------------------------
1998 1999 1998 1999
---------- ----------- ---------- -----------
(unaudited)
INTEREST REVENUE:
Interest on loans $3,024,942 $ 2,912,057 $6,116.110 $ 5,776,782
Interest and dividends on securities 659,695 970,382 1,341.215 1,773,618
Other interest 255,476 47,832 416,034 276,520
---------- ----------- ---------- -----------
3,940,113 3,930,271 7,873,359 7,826,920
INTEREST EXPENSE:
Interest on deposits 2,221,494 2,197,157 4,403,512 4,451,557
Interest on borrowed funds 50,693 48,235 102,322 95,961
---------- ----------- ---------- -----------
2,272,187 2,245,392 4,505,834 4,547,518
Net interest income before provision for
loan losses 1,667,926 1,648,879 3,367,525 3,279,402
Provision for loan losses 141,000 120,000 282,000 247,000
---------- ----------- ---------- -----------
Net interest income after provision for
loan losses 1,526,926 1,564,879 3,085,525 3,032,402
---------- ----------- ---------- -----------
NONINTEREST INCOME:
Fees and service charges 173,279 172,851 333,421 346,867
Real estate operations, net 16,885 40,150 15,439 72,357
Net gain on sale of:
Loans 159,260 79,338 343,467 266,750
Other real estate owned 546 -- 546 (1,787)
Investments -- (93) (93)
Other income 54,494 48,127 111,055 97,256
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404,464 340,373 803,928 781,350
---------- ----------- ---------- -----------
NONINTEREST EXPENSE:
Compensation and benefits 656,320 690,622 1,312,563 1,407,251
Occupancy 239,663 271,678 495,708 564,142
Marketing and professional 31,792 38,787 69,985 73,501
Other 235,736 240,298 472,821 492,002
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1,163,511 1,241,385 2,351,077 2,536,896
---------- ----------- ---------- -----------
Earnings before tax expense 767,879 663,867 1,538,376 1,276,856
Income tax expense 266,721 253,207 534,125 479,927
---------- ----------- ---------- -----------
Net earnings 501,158 410,660 1,004,251 796,929
---------- ----------- ---------- -----------
Basic Earnings per share $ 0.28 $ .0.23 $ 0.56 $ 0.45
Diluted Earnings per share $ 0.28 $ .0.23 $ 0.55 $ 0.44
Cash Dividends per share $ 0.10 $ .0.10 $ 0.10 $ 0.10
Weighted average shares outstanding 1,786,587 1,790,493 1,786,588 1,790,042
Weighted average diluted shares 1,813,434 1,797,164 1,814,687 1,798,192
See accompanying notes to consolidated financial statements.
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PINNACLE BANCSHARES, INC,
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months Ended
June 30,
1998 1999
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(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 1,004,251 $ 796,929
Adjustment to reconcile net income to net cash used in operating
activities:
Depreciation 231,186 281,261
Provision for losses on loans 282,000 247,000
Net (gain) loss on sale and write down of:
Loans held for sale (343,467) (266,750)
Securities available for sale 0 93
Other real estate owned (546) 1,787
Amortization, net (161,470) (185,289)
Proceeds from sale of loans 18,901,417 26,284,999
Loans originated for sale (18,368,669) (25,575,561)
Decrease (increase) in prepaid and other assets 183,010 (390,121)
Increase in other liabilities (206,708) (452,356
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Net cash from operating activities 1,521,004 741,992
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CASH FLOWS FROM INVESTING ACTIVITIES:
Principal collected on loans and securities 55,554,522 50,382,482
Loans originated for portfolio (45,174,541) (49,049,597)
Net change in interest bearing deposits at other banks (12,097,702) 30,395,840
Purchase of securities available for sale (7,000,156) (43,920,911)
Proceeds from the sale of securities 214,002 4,619,700
Proceeds from maturing and callable securities 8,000,000 8,000,000
Purchase of premises and equipment (383,279) (292,212)
Proceeds from other real estate owned, net (1,965,982) 302,707
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Net cash from investing activities (2,853,136) 438,009
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CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase (decrease) in deposits 779,948 (1,705,620)
Proceeds from sales of time deposits 17,123,615 12,863,795
Payments from maturing time deposits (15,345,595) (13,002,533)
Payments on borrowed funds (120,000) (1,630,000)
Proceeds from borrowed funds 0 1,500,000
(Increase) decrease in official checks and advance payments
By borrowers for taxes and insurance (240,309) 526,727
Proceeds from stock options exercised 1,500 22,032
Payments of dividends (357,817) (358,153)
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Net cash from financing activities 1,841,342 (1,783,752)
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NET INCREASE (DECREASE) IN CASH 509,210 (603,751)
CASH AT BEGINNING OF PERIOD 2,747,482 3,960,991
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CASH AT END OF PERIOD $ 3,256,692 $ 3,357,240
============ ============
SUPPLEMENTAL DISCLOSURES:
Cash payments for interest on deposits and borrowed funds $ 4,025,519 $ 4,103,691
Cash payments for income taxes 662,207 707,579
See accompanying notes to consolidated financial statements
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PINNACLE BANCSHARES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION:
The accompanying unaudited interim condensed consolidated financial statements
include the accounts of Pinnacle Bancshares, Inc. (the "Company"), Pinnacle Bank
(the "Bank"), and the Bank's wholly owned subsidiary, First General Ventures.
All significant intercompany transactions and accounts have been eliminated in
consolidation.
In the opinion of management, all adjustments (none of which are other than
normal recurring accruals) necessary for a fair presentation of the results of
such interim periods have been included. The results of operations for the six
month period ended June 30, 1999, are not necessarily indicative of the results
of operations which may be expected for the entire year.
These condensed consolidated financial statements should be read in conjunction
with the financial statements and the notes thereto included in the Company's
Annual Report on Form 10-KSB for the year ended December 31, 1998. The
accounting policies followed by the Company are set forth in the summary of
Significant Accounting Policies in the Company's financial statements.
2. YEAR 2000 RISK ASSESSMENT AND ACTION PLAN:
The Company is aware of the current concerns throughout the business community
of reliance upon computer software that does not properly recognize the Year
2000 in date formats, often referred to as the "Year 2000 Problem." The Year
2000 Problem is the result of software being written using two digits rather
than four digits to define the applicable year (i.e., "98" rather than "1998").
A failure by a business to properly identify and correct a Year 2000 Problem in
its operations could result in system failures or miscalculations. In turn, this
could result in disruptions of operations, including among other things, a
temporary inability to process transactions, or otherwise engage in routine
business transactions on a day-to-day basis.
Operations of the Company depend upon the successful operation on a daily basis
of its computer software programs. The Company relies upon software purchased
from third-party vendors rather than internally generated software. In its
analysis of the software, and based upon its ongoing discussions with these
vendors, a plan of action has been put in place by the Company to minimize its
risk exposure to the Year 2000 Problem.
As part of the plan, an oversight management committee has been set up to
monitor vendor compliance, and to identify systems and equipment crucial to the
Company's operation. These systems are being tested to assure they will be able
to handle the Year 2000 event, thus minimizing risk to the Company.
The Bank has modified its credit risk assessment to include consideration of
incremental risk that may be faced by the inability of customers to access the
Year 2000 problem. The Company has developed policies and procedures to help
identify potential customers related risks, and to gain a better understanding
of how its customers are managing their own risk associated with the Year 2000
problem.
Although the Company believes it will be Y2000 compliant, the Company cannot
guarantee the performance of third parties as to which it has material
relationships. Manual systems have been established that will allow the Company
to provide its customers with a basic level of service in the event of a major
system failure.
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The Company has reevaluated its Year 2000 cost assessment and now estimates the
total Year 2000 cost to be approximately $65,000. The Company has already
expensed approximately $29,000 and expects to expense the remaining Year 2000
cost by September 30, 1999.
3. NEW ACCOUNTING PRONOUNMENTS:
In June 1999, the FASB issued SFAS No. 137 Accounting for Derivative Instruments
and Hedging Activities- Deferral of the Effective Date of FASB Statement No.
133. This statement delays the effective date of Statement 133 from fiscal
quarters of all fiscal years beginning after June 15, 1999, with earlier
application encouraged to fiscal quarters of all fiscal years beginning after
June 15, 2000.
4. EARNINGS PER SHARE:
Basic Earnings per share ("EPS") is computed by dividing net income by the
weighted average number of shares outstanding during the period. Diluted EPS is
computed in the same manner, except the number of weighted average shares
outstanding is adjusted for the number of additional common shares that would
have been outstanding if the potential common shares had been issued.
The following table represents the earnings per share calculations for the years
ended June 30, 1998 and 1999:
NET PER SHARE
FOR THE THREE MONTHS ENDED INCOME SHARES AMOUNT
-------------------------- ---------- --------- ---------
JUNE 30, 1998
Basic earnings per share $ 501,158 1,786,587 $0.28
Dilutive securities -- 26,847 --
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Diluted earnings per share $ 501,158 1,813,434 $0.28
========== ========= =====
JUNE 30, 1999
Basic earnings per share $ 410,660 1,790,493 $0.23
Dilutive securities -- 6,671 --
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Diluted earnings per share $ 410,660 1,797,164 $0.23
========== ========= =====
NET PER SHARE
FOR THE SIX MONTHS ENDED INCOME SHARES AMOUNT
-------------------------- ---------- --------- ---------
JUNE 30, 1998
Basic earnings per share $1,104,251 1,786,588 $0.56
Dilutive securities -- 28,099 0.01
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Diluted earnings per share $1,104,251 1,814,687 $0.55
========== ========= =====
JUNE 30, 1999
Basic earnings per share $ 386,269 1,790,042 $0.45
Dilutive securities -- 8,150 0.01
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Diluted earnings per share $ 386,269 1,798,192 $0.44
========== ========= =====
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5. COMPREHENSIVE INCOME:
The Company has classified the majority of its securities as available for sale
in accordance with Financial Accounting Standards Board Statement No 115.
Pursuant to Statement No. 115, any unrealized gain or loss activity of available
for sale securities is to be recorded as an adjustment to a separate component
of stockholders' equity, net of income tax effect.
Since comprehensive income is a measure of all changes in equity of an
enterprise that result from transactions and other economic events of the
period, this change in unrealized gain or loss serves to decrease or increase
comprehensive income. The following table represents comprehensive income for
the three and six month period ended June 30, 1998, and 1999:
FOR THE THREE MONTHS ENDED 1998 1999
-------------------------- ---------- ---------
Net income $ 501,158 $ 410,660
Other comprehensive income (loss), net of tax
Unrealized gain (loss) on securities, net of tax 22,646 (95,486)
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Comprehensive income $ 523,804 $ 315,174
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FOR THE SIX MONTHS ENDED 1998 1999
------------------------ ---------- ---------
Net income $1,004,251 $ 796,929
Other comprehensive income (loss), net of tax
Unrealized gain (loss) on securities, net of tax 53,166 (802,041)
---------- ---------
Comprehensive income $1,057,417 $ (5,112)
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATION
PINNACLE BANCSHARES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
INVESTMENTS: During the six months ended June 30, 1999, the Bank purchased $43.9
million is U. S. Agency securities. The Bank also sold $4.0 million in U. S.
Agency securities and had $2.0 million in U. S. Treasury securities and $1.0
million U. S. Agency securities to mature. The Bank also had $5.0 million in
U.S. Agency securities to be called.
RESULTS OF OPERATIONS: Net interest income after the provision for loan losses
increased $37,953 or 2.5% for the three month period ended June 30, 1999 as
compared to the corresponding period in the previous year. This increase was
primarily due to a decrease in the provision for loan losses of $21,000, a
decrease in interest expense of $26,795 and was offset by a decrease in interest
income of $9,842. Net interest income after the provision for loan losses
decreased $53,123 or 1.7% for the six month period ended June 30, 1999 as
compared to the corresponding period in the previous year. This decrease was due
a decrease in interest income of $46,439, an increase in interest expense of
$41,684 and was off-set by a decrease in the provision for loan losses of
$35,000. However, if rates were to rise rapidly, net income may be adversely
affected.
The Bank's yield on interest-bearing assets decreased from approximately 8.17%
in the six month period ended June 30, 1998, to approximately 7.65% in the
current year period. This decrease was due in part to a decrease in interest
rates. The Bank's cost of funds decreased from 4.93% in the six month period
ending June 30, 1998 to 4.57% in the current year period.
Non interest income, which includes fees and service charges, real estate
operations, net gain (loss) on sale of loans and other income, decreased
approximately $64,091 in the three month period ended June 30, 1999. Non
interest income and decreased $22,578 in the six month period ended June 30,
1999 as compared to the corresponding prior year periods. The decrease in the
three month period ended June 30, 1999 was due primarily to a decrease in the
gain on sale of loans of approximately $79,922, decreases in all other income of
approximately $7,434 and was offset by an increase in real estate operations,
net of approximately $23,265. The decrease in the six month period ended June
30, 1999, was due primarily to a decrease in the gain on sale of loans of
$76,717, a decrease in other income of approximately, $16,225 and was offset by
an increase in real estate operations, net of approximately $56,918, an increase
in fees and service charges of approximately $13,446.
Non interest expense increased approximately $77,874 and $185,819 in the three
and six month period ended June 30,1999, as compared to the corresponding prior
year periods. The increase in the three month period ended June 30, 1999 was due
primarily to an increase in compensation expense of approximately $34,302, an
increase in occupancy expense of approximately $32,015, and slight increases in
other non interest expense of approximately $11,557. The increase in the six
month period ended June 30, 1999 was primarily to an increase in compensation of
approximately $94,688,
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an increase in occupancy expense of approximately, $68,434, and slight increases
in all other non interest expense of approximately $22,697.
NET INCOME: The Company reported net income for the three month period ended
June 30, 1999 of $410,660 or $0.23 per share, compared with net income of
$501,158 or $0.28 per share, for the three months ended June 30, 1998. The
Company reported net income for the six month ended June 30, 1999 of $796,929 or
$0.45 per share, compared to $1,004,251 or $0.56 per share for the six month
period ended June 30, 1998. The decrease in the three month period ended June
30, 1999 was primarily due to an increase in non interest expense and a decrease
in non interest income and was offset by a increase in net interest income after
provision for loan losses. The decrease for the six month period ended June 30,
1999 was primarily due to a decrease in the net interest margin from 3.35% at
June 30, 1998 to 3.23% at June 30, 1999. This decrease was compounded by an
increase in non interest expense and a decrease in non interest income.
CAPITAL RESOURCES: Historically, funds provided by operations, mortgage loan
principal repayments, savings deposits and short-term borrowings have been the
Bank's principal sources of funds. In addition, the Bank has the ability to
obtain funds through the sale of mortgage loans, through borrowings from the
Federal Home Loan Bank of Atlanta and other borrowings sources. At June 30,
1999, the Bank's total loan commitments, including construction loans in process
and unused lines of credit were approximately $22.1 million. Management believes
that the Bank's liquidity and other sources of funds are sufficient to fund all
commitments outstanding and other cash needs. The Company and the Bank are
required to maintain certain levels of regulatory capital. At March 31, 1999,
the Company and the Bank exceeded all regulatory capital requirements.
YEAR 2000 RISK ASSESSMENT AND ACTION PLAN: See Note 3 of Notes to Condensed
Consolidated Financial Statements.
FORWARD-LOOKING STATEMENTS: This Quarterly Report on Form 10-QSB contains
forward-looking statements. Additional written or oral forward-looking
statements may be made by the Company from time to time in filings with the
Securities and Exchange Commission or otherwise. The words "believe," "expect,"
"seek" and "intend," and similar expressions identify forward-looking
statements, which speak only as of the date the statement is made. Such
forward-looking statements are within the meaning of that term in Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. Such statements may include, but are not
limited to, projections of income or loss, expenditures, acquisitions, plans for
future operations, financing needs or plans relating to services of the Company,
as well as assumptions relating to the foregoing. Forward- looking statements
are inherently subject to risk and uncertainties, some of which cannot be
predicted or qualified. Future events and actual results could differ materially
from those set forth in, contemplated by or underlying the forward-looking
statements.
The Company does not undertake, and specifically disclaims, any obligation to
publicly release the results of revisions which may be made to forward-looking
statements to reflect the occurrence of anticipated or unanticipated events or
circumstances after the date of such statements.
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PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On May 36, 1999 the Company held its Annual Meeting of Stockholders at
which the following matter was considered voted on.
PROPOSAL I - ELECTION OF DIRECTORS
NOMINEES FOR WITHHELD TERM
-------- --- -------- ----
J. T. Waggoner 1,261,843 190,670 2 Year
O. H. Brown 1,259,543 192,970 3 Year
Sam W. Murphy 1,261,843 190,670 3 Year
Al H. Simmons 1,261,843 190,670 3 Year
There were no abstentions or broker non-votes.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) Exhibit 27 - Financial Data schedule (SEC use only)
(B) No reports on Form 8-K were filed.
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
PINNACLE BANCSHARES, INC
DATE: August 16, 1999 BY: /s/ Robert B. Nolen Jr.
--------------------- ----------------------------
Robert B. Nolen, Jr.
President and Chief
Executive Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
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