-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Hpq4bzh80sRmO0kRd+KXv4gbFvLgFZNK22JCreOCI5e8O9m/BqnTaf5LStcQLu/0 d1OQn4LhEQAykFoZ7diLYw== 0000916641-98-000864.txt : 19980807 0000916641-98-000864.hdr.sgml : 19980807 ACCESSION NUMBER: 0000916641-98-000864 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980630 FILED AS OF DATE: 19980806 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: PINNACLE BANKSHARES CORP CENTRAL INDEX KEY: 0001031233 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 541832714 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-23909 FILM NUMBER: 98678704 BUSINESS ADDRESS: STREET 1: 622 BROAD ST CITY: ALTAVISTA STATE: VA ZIP: 24517 BUSINESS PHONE: 8043693000 MAIL ADDRESS: STREET 1: S/B P O BOX 29 CITY: ALTAVISTA STATE: VA ZIP: 24517 10-Q 1 PINNACLE BANSHARES CORP. 10-QSB U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1998 Commission File Number: 000-23909 PINNACLE BANKSHARES CORPORATION (Exact name of small business issuer as specified in its charter) VIRGINIA 54-1832714 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) P.O. Box 29 Altavista, Virginia 24517 (Address of principal executive offices) (804) 369-3000 (Issuer's telephone number, including area code) Check whether the issuer (1) has 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 At July 14, 1998, 719,025 shares of Pinnacle Bankshares Corporation's common stock, $3 par value, were outstanding. Transitional small business disclosure format: Yes No x . PINNACLE BANKSHARES CORPORATION FORM 10-QSB JUNE 30, 1998 INDEX Part I. FINANCIAL INFORMATION Item 1. Consolidated Financial Statements Consolidated Balance Sheets as of June 30, 1998 and December 31, 1997 3 Consolidated Statements of Income for the three month periods ended June 30, 1998 and 1997 4 Consolidated Statements of Income for the six month periods ended June 30, 1998 and 1997 5 Consolidated Statements of Cash Flows for the six month periods ended June 30, 1998 and 1997 6 Notes to Consolidated Financial Statements 7-9 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation 10 Part II. OTHER INFORMATION Item 1. Legal Proceedings 15 Item 4. Submission of Matters to a Vote of Security Holders 15 Item 6. Exhibits and Reports on Form 8-K 16 SIGNATURES PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS. PINNACLE BANKSHARES CORPORATION CONSOLIDATED BALANCE SHEETS (Unaudited) (Amounts in thousands of dollars)
ASSETS June 30, 1998 December 31, 1997 - ------ ------------- ----------------- Cash and cash equivalents: (note 2) Cash and due from banks $2,545 $3,304 Federal funds sold 3,431 3,387 ----- ----- Total cash and cash equivalents 5,976 6,691 Securities (note 3): Available-for-sale, at fair value 21,089 22,039 Held-to-maturity, at amortized cost 13,546 10,701 Federal Reserve Bank stock, at cost 75 75 Federal Home Loan Bank Stock, at cost 409 409 Loans, net (note 4) 84,796 86,816 Bank premises and equipment, net 3,660 3,158 Other real estate owned 151 Accrued income receivable 1,118 1,045 Other assets 703 565 --- --- Total assets $131,372 $131,650 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities: Deposits: Demand 9,976 9,524 Savings and NOW accounts 36,931 37,104 Time 67,750 68,905 ------ ------ Total deposits 114,657 115,533 Note payable to Federal Home Loan Bank 950 1,000 Accrued interest payable 551 534 Other liabilities 647 541 Total liabilities 116,805 117,608 -------- ------- Stockholders' equity: Common stock, $3 par value. Authorized 3,000,000 shares, issued and outstanding 719,025 shares in 1998 and 1997 2,157 2,157 Capital surplus 338 338 Retained earnings 11,934 11,409 Accumulated other comprehensive income 138 138 ------- ------ Total stockholders' equity 14,567 14,042 Total liabilities and stockholders' equity $131,372 $131,650 ======== ========
See accompanying notes to consolidated financial statements. 3 PINNACLE BANKSHARES CORPORATION CONSOLIDATED STATEMENTS OF INCOME (Unaudited) (Amounts in thousands of dollars, except for per share amounts)
For Three Months For Three Months Ended Ended June 30, 1998 June 30, 1997 ------------- ------------- Interest Income: Interest and fees on loans $1,983 $1,931 Interest on securities: U.S. Treasury 57 64 U.S. Government agencies 252 286 Corporate 53 43 States and political subdivisions (tax exempt) 139 130 Other 28 20 Interest on federal funds sold 103 16 --- -- Total interest income 2,615 2,490 ----- ----- Interest expense: Interest on deposits: Savings and NOW accounts 281 279 Time - other 834 780 Time - $100,000 and over 169 122 Other interest expense 15 5 -- - Total interest expense 1,299 1,186 ----- ----- Net interest income 1,316 1,304 Provision for loan losses 75 150 -- --- Net interest income after provision for loan losses 1,241 1,154 Noninterest income: Service charges on deposit accounts 67 63 Net gain(loss) on calls and sales of securities 3 -- Other operating income 46 38 -- -- Total noninterest income 116 101 --- --- Noninterest expense: Salaries and employee benefits 468 407 Occupancy expense 44 24 Furniture and equipment 75 79 Other operating expenses 232 204 --- --- Total noninterest expense 819 714 --- --- Income before income tax expense 538 541 Income tax expense 160 149 --- --- Net income $378 $392 ==== ==== Net income per share (note 5) $0.53 $0.55 ===== ===== See accompanying notes to consolidated financial statements.
4 PINNACLE BANKSHARES CORPORATION CONSOLIDATED STATEMENTS OF INCOME (Unaudited) (Amounts in thousands of dollars, except for per share amounts)
For Six Months For Six Months Ended Ended June 30, 1998 June 30, 1997 ------------- ------------- Interest Income: Interest and fees on loans $3,979 $3,802 Interest on securities: U.S. Treasury 115 129 U.S. Government agencies 498 582 Corporate 98 86 States and political subdivisions (tax exempt) 268 266 Other 43 32 Interest on federal funds sold 198 46 --- -- Total interest income 5,199 4,943 ----- ----- Interest expense: Interest on deposits: Savings and NOW accounts 564 555 Time - other 1,646 1,554 Time - $100,000 and over 336 260 Other interest expense 30 5 -- - Total interest expense 2,576 2,374 ----- ----- Net interest income 2,623 2,569 Provision for loan losses 150 210 --- --- Net interest income after provision for loan losses 2,473 2,359 Noninterest income: Service charges on deposit accounts 129 124 Net gain(loss) on calls and sales of securities 4 4 Other operating income 104 85 --- -- Total noninterest income 237 213 --- --- Noninterest expense: Salaries and employee benefits 926 815 Occupancy expense 79 48 Furniture and equipment 149 158 Other operating expenses 467 399 --- --- Total noninterest expense 1,621 1,420 ----- ----- Income before income tax expense 1,089 1,152 Income tax expense 320 318 --- --- Net income $769 $834 ==== ==== Net income per share (note 5) $1.07 $1.16 ===== =====
See accompanying notes to consolidated financial statements. 5 PINNACLE BANKSHARES CORPORATION CONSOLIDATED STATEMENTS ON CASH FLOWS (Unaudited) (Amounts in thousands of dollars)
For Six Months For Six Months Ended Ended June 30, 1998 June 30, 1997 ------------- ------------- Cash flows from operating activities: Net income $769 $834 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation of bank premises and equipment 99 106 Amortization of core deposit premium 7 8 Amortization of organization costs 3 1 Amortization of net unearned fees (65) (50) Net amortization (accretion) of premiums and discounts on securities 11 3 Provision for loan losses 150 210 Provision for deferred income taxes (39) 52 Net (gain) loss on sale of premises and equipment (6) --- Net (gain) loss on calls and sales of securities (4) (4) Net (increase) decrease in: Accrued income receivable (73) 32 Other assets (76) (174) Net increase (decrease) in: Accrued interest payable 17 (35) Other liabilities 106 (18) --- --- Net cash provided by operating activities 899 965 === === Cash flows from investing activities: Purchases of held-to-maturity securities (3,386) --- Purchases of available-for-sale securities (7,003) (217) Proceeds from maturities and calls of held-to-maturity securities 541 573 Proceeds from sale, maturities and calls of available-for-sale securities 7,946 1,440 Purchase of Federal Home Loan Bank stock --- (6) Net (increase) decrease in loans 1,843 (4,038) Recoveries on loans charged off 59 81 Increase in federal funds purchased --- 644 Purchases of bank premises and equipment (605) (480) Proceeds from sale of bank premises and equipment 10 --- Sale of and rent payments on other real estate owned 151 6 --- ------ Net cash used in investing activities (444) (1,997) ==== ====== Cash flows from financing activites: Net increase (decrease) in demand, savings and NOW deposits 279 (62) Net decrease in time deposits (1,155) (1,059) Dividends paid (244) (236) Repayment of note payable to Federal Home Loan Bank (50) --- --- ------ Net cash used by financing activities (1,170) (1,357) ====== ====== Net increase in cash and cash equivalents (715) (2,389) Cash and cash equivalents, beginning of period 6,691 5,744 ----- ----- Cash and cash equivalents, end of period $5,976 $3,355 ====== ====== See accompanying notes to consolidated financial statements.
6 PINNACLE BANKSHARES CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 1998 (UNAUDITED) (IN THOUSANDS, EXCEPT FOR SHARE DATA) (1) GENERAL The consolidated financial statements include the accounts of Pinnacle Bankshares Corporation (the "Company") and its wholly-owned subsidiary, The First National Bank of Altavista (the "Bank"). All material intercompany accounts and transactions have been eliminated. The consolidated financial statements conform to generally accepted accounting principles and to general banking industry practices. In the opinion of the Company's management, the accompanying unaudited consolidated financial statements contain all adjustments of a normal recurring nature, necessary to present fairly the financial position as of June 30, 1998, the results of operations for the three-month and six-month periods ended June 30, 1998 and 1997, and cash flows for the six-month periods ended June 30, 1998 and 1997. These consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in Pinnacle Bankshares Corporation's Annual Report for the year ended December 31, 1997. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year ending December 31, 1998. (2) CASH AND CASH EQUIVALENTS For purposes of reporting cash flows, cash and cash equivalents include cash on hand, amounts due from banks, interest-bearing deposits, and federal funds sold. (3) SECURITIES The amortized costs, gross unrealized gains, gross unrealized losses, and fair values for securities at June 30, 1998, are shown in the table below. As of June 30, 1998, securities with amortized costs of $3,149 and fair values of $3,216 were pledged as collateral for public deposits. 7 (3) (CONTINUED) Gross Gross Amortized Unrealized Unrealized Fair Available-for-Sale: Costs Gains Losses Values U.S. Treasury securities and obligations of U.S. Government corporations and agencies $ 10,699 58 ( 2) 10,755 Obligations of states and political subdivisions 4,139 99 ( 1) 4,237 Mortgage-backed securities- Government 5,425 60 ( 8) 5,477 Other securities 107 - - 107 Corporate securities 509 4 - 513 ------------------------------------------------------------------ TOTALS $ 20,879 221 ( 11) 21,089 ------------------------------------------------------------------ Gross Gross Amortized Unrealized Unrealized Fair Held-to-Maturity: Costs Gains Losses Values U.S. Treasury securities and obligations of U.S. Government corporations and agencies $ 3,407 16 ( 4) 3,419 Obligations of states and political subdivisions 10,129 175 ( 60) 10,244 Mortgage-backed securities- Private 10 - ( 1) 9 - ------------------------------------------------------------------------ TOTALS $ 13,546 191 ( 65) 13,672 ------------------------------------------------------------------ (4) ALLOWANCE FOR LOAN LOSSES Changes in the allowance for loan losses are as follows: 1998 1997 ---- ---- Balance at January 1, $747 $674 Provision for loan losses 150 210 Loans charged off (141) (264) Recoveries 59 81 ---- ---- Balance at June 30, $815 $701 ==== ==== (5) NET INCOME PER SHARE Net income per share is based upon the weighted average number of common stock shares outstanding during the period. Shares outstanding for all periods presented were 719,025. 8 (6) COMPREHENSIVE INCOME In June 1997, the Financial Accounting Standards Board(FASB) issued Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive Income." Statement 130 establishes standards for reporting and display of comprehensive income and its components (revenues, expenses, gains and losses) in a full set of general purpose financial statements. Statement 130 was issued to address concerns over the practice of reporting elements of comprehensive income directly in equity. This statement requires all items that are required to be recognized under accounting standards as components of comprehensive income be reported in a financial statement that is displayed in equal prominence with the other financial statements. It does not require a specific format for that financial statement but requires that an enterprise display an amount representing total comprehensive income for the period in that financial statement. Enterprises are required to classify items of "other comprehensive income" by their nature in the financial statement and display the accumulated balance of other comprehensive income separately from retained earnings and additional paid-in capital in the equity section of the balance sheet. It does not require per share amounts of comprehensive income to be disclosed. Statement 130 is effective for fiscal years beginning after December 15, 1997. Comparative financial statements provided for earlier periods are required to be reclassified to reflect the provisions of this statement. Publicly traded enterprises that issue condensed financial statements for interim periods are required to report a total for comprehensive income in those financial statements. Adoption of Statement 130 on January 1, 1998 did not have any effect on the consolidated financial position, results of operation or liquidity of the Company. However, Statement 130 does have an effect on financial statement displays presented by the Company, since the Company has net unrealized gains(losses) on available-for-sale securities, an item of other comprehensive income. For the six months ended June 30, 1998 and 1997, total comprehensive income was $769 and $865, respectively. For the three months ended June 30, 1998 and 1997, total comprehensive income was $380 and $559, respectively. 9 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS(Amounts in 000's) The following discussion supplements and provides information about the major components of the results of operations and financial condition, liquidity and capital resources of Pinnacle Bankshares Corporation (the "Company"). The discussion below reflects the Consolidated Financial Statements of the Company and its subsidiary. This discussion and analysis should be read in conjunction with the Consolidated Financial Statements, and supplemental financial data. OVERVIEW Total assets at June 30, 1998 were $131,372, down .21% from $131,650 at December 31, 1997. The principal components of the Company's assets at the end of the period were $34,635 in securities and $84,796 in net loans. During the six month period, gross loans decreased 2.30% or $2,023. The Company's lending activities are a principal source of income. The Company's premises and equipment grew 15.90%, which was related to completion of an addition to the main office facility and purchasing and preparing land for a new branch location. Total liabilities at June 30, 1998 were $116,805, down from $117,608 at December 31, 1997, with the decrease reflective of a decline in deposits of 876 or .76%. Non-interest bearing demand deposits increased $452 or 4.75% and represented 8.70% of total deposits. The Company's deposits are provided by individuals and businesses located within the communities served. Total stockholders' equity at June 30, 1998 was $14,567. At December 31, 1997, total shareholder's equity was $14,042. The Company had net income of $769 for the six months ended June 30, 1998, compared with net income of $834 for the comparable period in 1997, a decrease of 7.79%. The Company had net income of $378 for the three months ended June 30, 1998, compared with net income of $392 for the comparable period in 1997, a decrease of 3.57%. The results of operations for the six month periods ended June 30, 1998 and 1997 are not necessarily indicative of the results to be expected for the full year. Profitability as measured by the Company's return on average assets (ROA) was 1.15% for the six months ended June 30, 1998, down from 1.34% for the same period of 1997. Another key indicator of performance, the return on average equity (ROE) for the six months ended June 30, 1998 was 10.75%, compared to 13.29% for the six months ended June 30, 1997. 10 NET INTEREST INCOME Net interest income represents the principal source of earnings for the Company. Net interest income equals the amount by which interest income exceeds interest expense. Changes in the volume and mix of earning assets and interest-bearing liabilities, as well as their respective rates and yields, have a significant impact on the level of net interest income. The net interest margin decreased from 4.55% for the six months ended June 30, 1997, to 4.35% for the six months ended June 30, 1998. Net interest income was $2,623 for the six months ended June 30, 1998 and is attributable to interest income from loans and securities exceeding the cost associated with interest paid on deposits. Net interest income for the three months ended June 30, 1998 was $1,316, up $12, or .92% from $1,304 for the same three months of 1997. NON-INTEREST INCOME The Company's principal sources of non-interest income are service charges and fees on deposits accounts, particularly transaction accounts, and fees from loans. Non-interest income increased $24 or 11.27% for the six month period ended June 30, 1998 over the same period of 1997. Non-interest income increased $15, or 14.85% when comparing the three months ended June 30, 1998 to the same period of 1997. The majority of this increase is attributed to income generated from fees on various loan and deposit products. NON-INTEREST EXPENSE Non-interest expense increased $201 or 14.15%, for the six month period ended June 30, 1998 over the same period of 1997. An increase of $105 or 14.71% is reflected when comparing the three month period ended June 30, 1998 to the same period of 1997. The increase in non-interest expense when comparing the periods is attributed to overall growth of the Company. Specific examples of growth contributing to the increase in non-interest expense include additions to the Company's Mortgage Lending Division staff (and programs) and expansion of the Company's main office facility which was completed and occupied in the first quarter of 1998. ALLOWANCE AND PROVISION FOR LOAN LOSSES A provision for loan losses of $150 was made for the first six months of 1998 compared with $210 in the first six months of 1997. The provisions for loan losses for the three month periods ended June 30, 1998 and 1997 were $75 and $150, respectively. Provisions are in recognition of management's estimate of risks inherent with lending activities. Among other factors, management considers the Company's historical loss experience, the size and composition of the loan portfolio, the value and adequacy of collateral and guarantors, 11 non-performing credits, and current and anticipated economic conditions. There are additional risks of future loan losses which cannot be precisely quantified or attributed to particular loans or classes of loans. Since those risks include general economic trends as well as conditions affecting individual borrowers, the allowance for loan losses is an estimate. The allowance is also subject to regulatory examinations and determination as to adequacy, which may take into account such factors as the methodology used to calculate the allowance. The allowance for loan losses was $815 as of June 30, 1998, and represents approximately .95% of gross loans outstanding. The allowance for loan losses was $747 as of December 31, 1997, and represented .85% of gross loans outstanding. The allowance for loan losses was $700 as of June 30, 1997, and represented .83% of gross loans outstanding. Management believes the allowance was adequate as of June 30, 1998. Management evaluates the reasonableness of the allowance for loan losses on a quarterly basis and adjusts the provision as deemed necessary. NON-PERFORMING ASSETS Total nonperforming assets, which consist of nonaccrual loans, were $45 at June 30, 1998 and $38 at December 31, 1997. Management believes losses, if any, will be minimal. Loans are generally placed in nonaccrual status when the collection of principal and interest is 90 days or more past due, unless the obligation is both well-secured and in the process of collection. LIQUIDITY Liquidity represents an institution's ability to meet present and future financial obligations through either the sale or maturity of existing assets or the acquisition of additional funds from alternative funding sources. Liquid assets include cash, interest bearing deposits with banks, federal funds sold, and investments and loans maturing within one year. The Company's ability to obtain deposits and purchase funds at favorable rates also affects it liquidity. As a result of the Company's management of liquid assets and the ability to generate liquidity through alternative funding sources, management believes that the bank maintains overall liquidity which is sufficient to satisfy its depositors' requirements and to meet customers' credit needs. At June 30, 1998, cash, securities classified as available for sale and federal funds sold were 21.73% of total earning assets compared to 23.70% at December 31,1997. Additional sources of liquidity available to the Company include its capacity to borrow additional funds through correspondent banks. 12 CAPITAL The Company's financial position at June 30, 1998 reflects liquidity and capital levels currently adequate to fund anticipated future business expansion. Capital ratios are well in excess of required regulatory minimums for a well-capitalized institution. The assessment of capital adequacy depends on a number of factors such as asset quality, liquidity, earnings performance, and changing competitive conditions and economic forces. The adequacy of the Company's capital is reviewed by management on an ongoing basis. Management seeks to maintain a capital structure that will assure an adequate level of capital to support anticipated asset growth and to absorb potential losses. Stockholders' equity reached $14,567 at the end of the second quarter of 1998 compared to $14,042 at December 31, 1997. The leverage ratio consists of Tier I capital divided by quarterly average assets. At June 30, 1998, the Company's leverage ratio was 10.68% compared to 10.65% at December 31, 1997. Each of these exceeds the required minimum leverage ratio of 3%. OTHER The Company continues to diligently address potential problems that the Year 2000 may pose for our operation as well as for our borrowers. A Year 2000 committee which has representation from all areas of the Bank, including senior management and internal audit, has been working to identify all technology items, establish compliance status of each item, develop a plan for replacement or determine strategies to bring necessary items into compliance, and arrange testing for the appropriate critical items. The board is kept apprised of the progress of this project. The Company neither develops or supports code for any information systems. The Company has identified all core and business critical applications and the hardware utilized for each. Year 2000 compliance from the vendors for these areas has been sought, and the Company notes that many of these applications are currently compliant or the vendor has submitted an acceptable timeline for compliance. The Company is monitoring the compliance efforts of such vendors. A written testing strategy has been developed and testing is underway. On-site testing on critical applications will be completed by year-end 1998. Testing with third party servicers will be completed by March, 1999. Testing will include data exchange where appropriate. The Company has completed the identification of credit risks associated with borrowers who may not be Year 2000 prepared. A bankwide credit risk assessment will be completed by September, 1998. Contingency plans are in the process of being completed for all mission critical items. 13 EFFECTS OF INFLATION The effect of changing prices on financial institutions is typically different from other industries as the Company's assets and liabilities are monetary in nature. Interest rates are significantly impacted by inflation, but neither the timing nor the magnitude of the changes are directly related to price level indices. 14 PART II - OTHER INFORMATION ITEM 1 - LEGAL PROCEEDINGS There are no material pending legal proceedings to which the Company is a party or of which the property of the Company is subject. ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS (a) The 1998 Annual Meeting of Shareholders of Pinnacle Bankshares Corporation was held on April 14, 1998. (b) The April 14, 1998, annual meeting of the shareholders of the Company involved the election of directors. The following persons were elected to serve as Class I Directors, serving until the 2001 Annual Meeting. Name For Against Abstain John P. Erb 596,406 0 0 Robert L. Finch 597,918 0 0 Robert H. Gilliam, Jr. 597,918 0 0 R.B. Hancock, Jr. 597,918 0 0 Class II and III directors will continue in office until the 1999 and 2000 Annual Meetings of Shareholders, respectively. Class II Class III Alvah P. Bohannon, III Herman P. Rogers, Jr. James P. Kent, Jr. Carroll E. Shelton Percy O. Moore Kenneth S. Tyler, Jr. John L. Waller (c)The Company's 1997 Incentive Stock Plan(the"Incentive Plan") was adopted by the Board of Directors to be effective on May 1, 1997, subject to the approval by the holders of a majority of the Company's Common Stock represented at the Annual Meeting. The Incentive Plan makes available up to 25,000 shares of Common Stock for awards to key employees of the Company and its subsidiaries in the form of stock options, stock appreciation rights and restricted stock. The votes cast for, against or withheld for the Incentive Plan were as follows: For Against Abstentions 584,706 11,496 4,080 (d) None 15 ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits Exhibit 27-Financial Data Schedule (b) Reports on Form 8-K None. 16 SIGNATURES Pursuant to the requirements of the Securities Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. PINNACLE BANKSHARES CORPORATION AUGUST 6, 1998 /s/ Robert H. Gilliam, Jr. - -------------------- -------------------------- Date Robert H. Gilliam, Jr., President and Chief Executive Officer AUGUST 6, 1998 /s/ Dawn P. Crusinberry - -------------------- ----------------------- Date Dawn P. Crusinberry, Secretary, Treasurer and Chief Financial Officer 17 EX-27 2 FINANCIAL DATA SCHEDULE
9 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FORM 10-QSB FOR THE QUARTERLY PERIOD ENDING JUNE 30, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH 10-QSB 1,000 YEAR DEC-31-1998 JUN-30-1998 5,976 0 0 0 21,089 13,546 13,672 84,796 815 131,372 114,657 0 2,148 0 0 0 2,157 12,410 131,372 3,979 1,022 198 5,199 2,546 2,576 2,623 150 4 1,621 1,089 1,089 0 0 769 1.07 1.07 4.35 45 407 0 0 747 141 59 815 815 0 566
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