<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended June 30, 1999
[ ] Transition Report Under Section 13 or 15(d) of the Exchange Act
For the transition period from to
---------------- -------------------
Commission File Number 000-25899
PIONEER BANCORPORATION
(Exact Name of Registrant as Specified in Its Charter)
NEVADA 88-0301208
------ ----------
(State of Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization Identification Number
10 State Street
Reno, Nevada 89501-2351
(Address of Principal Executive Offices) (Zip Code)
(775) 688-7900
(Registrant's Telephone Number, Including Area Code)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act 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 such filing requirements for
the past 90 days.
Yes X No
------- -------
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date:
Common Stock, $0.01 par value, outstanding as of June 30, 1999: 9,550,029
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION Page No.
--------
<S> <C> <C>
Item 1. Consolidated Balance sheet
as of June 30, 1999 and December 31, 1998 (unaudited). 3
Consolidated Statement of Earnings
for the three and six months ended June 30, 1999 and 1998 (unaudited). 4
Statement of Cash Flows
for the six months ended June 30, 1999 and 1998 (unaudited). 5
Notes to Consolidated Financial Statements (unaudited). 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 8
Item 3. Quantitative and Qualitative Disclosures About Market Risk 17
PART II. OTHER INFORMATION
Item 6. Exhibits and Report on Form 8-K 18
SIGNATURES
</TABLE>
2
<PAGE>
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
PIONEER BANCORPORATION
Consolidated Balance Sheets
(unaudited)
<TABLE>
<CAPTION>
June 30, December 31,
1999 1998
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Assets:
Cash and Cash Equivalents:
Cash and Due from Banks $ 58,144,000 $ 58,208,000
Federal Funds Sold 62,528,000 47,500,000
-------------- --------------
Total Cash and Cash Equivalents 120,672,000 105,708,000
Securities Held to Maturity 44,958,000 46,102,000
Securities Available for Sale 244,990,000 269,476,000
Loans (less allowance for credit losses of $7,599,000 and
$7,004,000, respectively) 651,759,000 576,105,000
Premises and Equipment, Net 18,246,000 18,049,000
Interest Receivable 7,199,000 7,258,000
Deferred Tax Asset, Net 4,812,000 2,098,000
Other Assets 6,149,000 6,461,000
-------------------------------------------------------------------------------------------------------------------------------
Total Assets $1,098,785,000 $1,031,257,000
-------------------------------------------------------------------------------------------------------------------------------
Liabilities and Shareholders' Equity
Liabilities:
Deposits:
Demand:
Non-Interest Bearing $ 233,230,000 $ 224,448,000
Interest Bearing 117,188,000 118,748,000
Savings 103,369,000 97,279,000
Money Market 267,654,000 251,024,000
Time - under $100,000 113,685,000 99,098,000
Time - $100,000 and over 128,164,000 109,150,000
-------------- --------------
Total Deposits 963,290,000 899,747,000
Securities Sold Under Repurchase Agreement 62,789,000 60,111,000
Other Liabilities 3,821,000 3,845,000
-------------------------------------------------------------------------------------------------------------------------------
Total Liabilities $1,029,900,000 $ 963,703,000
-------------------------------------------------------------------------------------------------------------------------------
Shareholders' Equity:
Common Stock, $.01 par value,
authorized 15,000,000 shares; issued and outstanding
9,550,029 and 9,547,266 respectively $ 96,000 $ 96,000
Paid-In Surplus 65,340,000 65,282,000
Accumulated Other Comprehensive Income:
Net Unrealized Gain on Securities Available for Sale,
Net of Tax effect of ($2,232,000) and $482,000 respectively. (4,145,000) 1,025,000
Retained Earnings 7,594,000 1,151,000
-------------------------------------------------------------------------------------------------------------------------------
Total Shareholders' Equity 68,885,000 67,554,000
-------------------------------------------------------------------------------------------------------------------------------
Total Liabilities and Shareholders' Equity $1,098,785,000 $1,031,257,000
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE>
PIONEER BANCORPORATION
Consolidated Statements of Earnings
(unaudited)
<TABLE>
<CAPTION>
Three Months Six Months
ended June 30, ended June 30,
--------------------------------- -----------------------------------
1999 1998 1999 1998
- ------------------------------------------------------------------------------------------ -----------------------------------
<S> <C> <C> <C> <C>
Interest Income:
Interest and Fees on Loans $ 14,602,000 $ 12,034,000 $ 28,146,000 $ 23,197,000
Interest on Federal Funds Sold 728,000 1,143,000 1,416,000 2,354,000
Interest on Securities:
Taxable 3,103,000 2,884,000 6,399,000 5,760,000
Exempt from Federal Income Taxes 1,090,000 857,000 2,175,000 1,585,000
------------------------------------------------------------------------------------- -----------------------------------
Total Interest Income $ 19,523,000 $ 16,918,000 $ 38,136,000 $ 32,896,000
------------------------------------------------------------------------------------- -----------------------------------
Interest Expense:
Interest on Deposits 7,097,000 6,309,000 13,955,000 12,201,000
Interest on Federal Funds and Repurchase 601,000 845,000 1,223,000 1,554,000
Agreements
------------------------------------------------------------------------------------- -----------------------------------
Total Interest Expense $ 7,698,000 $ 7,154,000 $ 15,178,000 $ 13,755,000
------------------------------------------------------------------------------------- -----------------------------------
Net Interest Income 11,825,000 9,764,000 22,958,000 19,141,000
Provision for Credit Losses 510,000 360,000 1,020,000 720,000
------------------------------------------------------------------------------------- -----------------------------------
Net Interest Income after Provision for
Credit Losses $ 11,315,000 $ 9,404,000 $ 21,938,000 $ 18,421,000
------------------------------------------------------------------------------------- -----------------------------------
Other Income:
Service Charges on Deposit Accounts 906,000 760,000 1,753,000 1,524,000
Merchant Credit Card Income 632,000 511,000 1,181,000 979,000
Trust Department Income 398,000 384,000 806,000 741,000
Gain on Sale of Securities Available for Sale - 590,000 24,000 601,000
ATM Network Fees Earned 112,000 71,000 205,000 135,000
Other Income 214,000 147,000 430,000 299,000
------------------------------------------------------------------------------------- -----------------------------------
Total Other Income $ 2,262,000 $ 2,463,000 $ 4,399,000 $ 4,279,000
------------------------------------------------------------------------------------- -----------------------------------
Other Expenses:
Salaries and Employee Benefits 3,870,000 3,445,000 7,845,000 6,589,000
Occupancy Expense 1,975,000 1,326,000 3,822,000 2,515,000
Merchant Credit Card Expense 569,000 438,000 1,058,000 836,000
Other Expense 2,857,000 1,936,000 4,974,000 3,796,000
------------------------------------------------------------------------------------- -----------------------------------
Total Other Expenses $ 9,271,000 $ 7,145,000 $ 17,699,000 $ 13,736,000
------------------------------------------------------------------------------------- -----------------------------------
Income before Income Taxes 4,306,000 4,722,000 8,638,000 8,964,000
Income Taxes 1,112,000 1,285,000 2,199,000 2,485,000
------------------------------------------------------------------------------------- -----------------------------------
Net Income $ 3,194,000 $ 3,437,000 $ 6,439,000 $ 6,479,000
------------------------------------------------------------------------------------- -----------------------------------
Net Income per Common Share:
Basic Net Income Per Share $ 0.33 $ 0.36 $ 0.67 $ 0.68
---------------------------------------------------------------------------------------- -----------------------------------
Diluted Net Income Per Share $ 0.33 $ 0.36 $ 0.67 $ 0.68
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE>
PIONEER BANCORPORATION
Consolidated Statements of Cash Flows
(unaudited)
<TABLE>
<CAPTION>
Six Months ended
June 30,
-------------------------------------------
1999 1998
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Cash Flows from Operating Activities:
Net Income $ 6,439,000 $ 6,479,000
Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities:
Depreciation and Amortization 1,457,000 1,013,000
Amortization, Accretion of Premiums, Discounts on Investments (420,000) 1,039,000
Provision for Credit Losses 1,020,000 720,000
Deferred Income Taxes 3,000 (597,000)
Gain on Sale of Premises and Equipment (24,000) -
Gain on Sale of Securities Available for Sale (24,000) (601,000)
(Increase) Decrease in Interest Receivable 59,000 (460,000)
(Increase) Decrease in Other Assets 312,000 (383,000)
Increase in Unamortized Loan Origination Fees 1,179,000 22,000
Increase (Decrease) in Other Liabilities (24,000) (766,000)
Total Adjustments 3,538,000 (13,000)
--------------------------------------------------------------------------------------------------------------------------
Net Cash Provided by Operating Activities $ 9,977,000 $ 6,466,000
--------------------------------------------------------------------------------------------------------------------------
Cash Flows from Investing Activities:
Proceeds from Maturities and Calls of:
Held to Maturity Securities $ 1,600,000 $ 4,025,000
Available for Sale Securities 28,671,000 11,450,000
Proceeds from Sales of Available for Sale Securities 1,016,000 24,879,000
Purchase of Securities Held to Maturity (534,000) (6,146,000)
Purchase of Securities Available for Sale (12,566,000) (47,570,000)
Net Increase in Loans (77,938,000) (76,627,000)
Proceeds from Sale of Premises and Equipment 2,539,000 -
Acquisition of Premises and Equipment (4,169,000) (4,119,000)
Loan Recoveries 85,000 32,000
-------------------------------------------------------------------------------------------------------------------------------
Net Cash Used in Investing Activities $ (61,296,000) $ (94,076,000)
-------------------------------------------------------------------------------------------------------------------------------
Cash Flows from Financing Activities:
Net Increase in Demand Deposits and Savings Accounts $ 29,942,000 $ (19,281,000)
Net Increase (Decrease) in Certificates of Deposit 33,601,000 43,345,000
Net Increase (Decrease) in Securities Sold under Repurchase Agreements 2,678,000 9,477,000
Proceeds from Sale of Stock 67,000 151,000
Proceeds from Exercise of Options - 352,000
Cash Paid for Fractional Shares for Stock Dividend (5,000) (9,000)
-------------------------------------------------------------------------------------------------------------------------------
Net Cash Provided by Financing Activities $ 66,283,000 $ 34,035,000
-------------------------------------------------------------------------------------------------------------------------------
Net Increase (Decrease) in Cash and Cash Equivalents $ 14,964,000 $ (53,575,000)
Cash and Cash Equivalents Beginning of Period 105,708,000 140,967,000
-------------------------------------------------------------------------------------------------------------------------------
Cash and Cash Equivalents End of Period $ 120,672,000 $ 87,392,000
-------------------------------------------------------------------------------------------------------------------------------
Supplemental Disclosure of Cash Flow Information:
Interest Paid During the Period $ 15,098,000 $ 13,640,000
Income Taxes Paid During the Period $ 2,300,000 $ 2,500,000
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying consolidated financial statements have been prepared in
conformity with generally accepted accounting principles and with the
instructions for Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they
do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the opinion
of management, all adjustments (consisting of normal recurring adjustments)
considered necessary for a fair presentation have been included. Operating
results for the three months ended June 30, 1999 are not necessarily indicative
of the results that may be expected for the year ended December 31, 1999. The
accompanying consolidated financial statements should be read in conjunction
with the consolidated financial statements and related notes included in the
Company's Annual Report on Form 10 for the year ended December 31, 1998. The
preparation of financial statements in conformity with GAAP also requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities at the date of the financial statements and the reported
amounts of revenue and expense during the reporting period. Actual results could
differ from those estimates.
2. NET INCOME PER SHARE
The following is a summary of the calculation of basic and diluted net
income per share:
<TABLE>
<CAPTION>
Three Months ended June 30, Six Months ended June 30,
1999 1998 1999 1998
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Income $3,194,000 $3,437,000 $6,439,000 $6,479,000
Basic Net Income Per Share
Weighted Average
Shares Outstanding 9,548,893 9,469,125 9,548,893 9,469,125
Net Income Per Share $ 0.33 $ 0.36 $ 0.67 $ 0.68
- ------------------------------------------------------------------------------------------------------------------------------------
Diluted Net Income Per Share
Weighted Average
Shares Outstanding 9,548,893 9,469,125 9,548,893 9,469,125
Effect of Dilutive Stock Options 94,793 0 94,793 0
- ------------------------------------------------------------------------------------------------------------------------------------
9,643,686 9,469,125 9,643,686 9,469,125
Net Income Per Share $ 0.33 $ 0.36 $ 0.67 $ 0.68
- ------------------------------------------------------------------------------------------------------------------------------------
Per share amounts have been retroactively adjusted for the effect of stock splits and dividends.
</TABLE>
3. STATEMENT OF COMPREHENSIVE INCOME
Comprehensive income is defined as the change in equity during a period
from transactions and other events and circumstances from non-owner sources.
Comprehensive income generally includes net income, foreign currency items,
minimum pension liability adjustments, and unrealized gains and losses on
investments in certain debt and equity securities (i.e. securities available for
sale). The Company's statement of comprehensive income for the periods presented
is as follows (dollars in thousands):
<TABLE>
<CAPTION>
Three Months Six Months
Ended Ended
June 30, June 30,
1999 1998 1999 1998
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Income $ 3,194 $ 3,437 $ 6,439 $ 6,479
Other comprehensive income (loss), net of related income taxes:
Unrealized gains (losses) on securities:
Unrealized holding gains (losses) arising during the period (3,753) 646 (5,146) 762
Less reclassification of realized gains included in income 0 (590) (24) (601)
- ------------------------------------------------------------------------------------------------------------------------------------
(3,753) (56) (5,170) (161)
- ------------------------------------------------------------------------------------------------------------------------------------
Comprehensive Income $ (559) $ 3,381 $ 1,269 $ 6,318
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
6
<PAGE>
4. ALLOWANCE FOR LOAN LOSSES
<TABLE>
<CAPTION>
Three months June 30, Six months June 30,
(dollars in thousands) 1999 1998 1999 1998
----------------------------- ----------------------------
<S> <C> <C> <C> <C>
BEGINNING BALANCE $7,145 $6,059 $7,004 $5,773
CHARGE-OFFS
Commercial 51 - 317 50
Real Estate - - - -
Installment Loans 66 50 193 92
----------------------------- ----------------------------
Total Charge-offs 117 50 510 142
RECOVERIES 61 15 85 32
----------------------------- ----------------------------
NET CHARGE-OFFS 56 35 425 110
PROVISION 510 360 1,020 720
----------------------------- ----------------------------
ENDING BALANCE $7,599 $6,384 $7,599 $6,384
============================= ============================
Ratio of net charge-offs to
Average net loans outstanding 0.04% 0.03% 0.14% 0.05%
</TABLE>
5. OTHER MATTERS
On May 7, 1999, Pioneer Bancorporation announced that a definitive
agreement has been signed under which Pioneer will merge with Zions
Bancorporation. Pioneer's principal subsidiary, Pioneer Citizens Bank of Nevada,
will merge into Zions' subsidiary, Nevada State Bank. The agreement is subject
to regulatory and other approvals and while no assurance of approval exists, the
merger is expected to close in the third quarter of 1999. The merger is
structured to be tax-free and is intended to be accounted for as a pooling of
interests.
7
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Three Months and Six Months Ended June 30, 1999 and 1998
Overview
--------
Total assets grew 7% from December 31, 1998 to June 30, 1999. Total net
loans and total deposits grew 13% and 7%, respectively, during the first six
months of 1999. The real estate loan category accounted for the majority of the
loan growth, while time deposits generated the largest amount of deposit growth.
Cash and cash equivalent balances increased 14% from December 31, 1998 to June
30, 1999 with the growth residing in the fed funds sold category. The 8%
decrease in the securities held to maturity and available for sale categories
was due to management's decision to build up the fed funds sold position and
fund loan growth as portfolio securities matured during the first six months of
1999. The net deferred tax asset category increase of 129% during the first six
months of 1999 was caused by the recognition of the tax effect related to the
substantial decrease in the available for sale securities unrealized gain as of
December 31, 1998 to a large unrealized loss at June 30, 1999. The majority of
the unrealized loss is within the $90 million dollar collateralized mortgage-
backed obligation/mortgage-backed securities portfolio as interest rates have
risen during the period.
For the three months ended June 30, 1999 average total assets of Pioneer
were $1.077 billion, a 19% increase over the $908 million average asset total
for the three months ended June 30, 1998. The average total asset percentage
increase for the six month period comparison was 20%. Average total net loans,
investment securities, and interest-bearing liabilities grew 30%, 14% and 20%,
respectively during the three month period ended June 30, 1999 compared to the
three months ended June 30, 1998. The loan growth can be attributed to the
continuing strong efforts of the commercial and real estate lending centers in
both the northern and southern regions of Nevada. Deposit growth also continues
to be strong as the new Las Vegas area branch locations take full effect.
Pioneer's net income for the three months ended June 30, 1999 decreased 7%
over the three month period ended June 30, 1998, while the six months ended June
30, 1999 showed a 1% decrease over the same period in 1998. Pioneer incurred
pre-tax merger related expenses of $429,000 in the second quarter of 1999.
Without these merger related expenses, Pioneer would have experienced a 1%
increase in second quarter 1999 earnings over 1998 and a 4% increase for the
six month period. In 1998, the Company's second quarter earnings included a
pre-tax gain on sale of available for sale securities of $590,000, while there
were no securities gains during the same period in 1999. As the loan portfolio
has grown substantially, the provision for loan and lease losses has been
increased accordingly. For the six month period ended June 30, 1999 this
provision increased 42% over the same period in 1998.
The following tables summarize, by loan category and portfolio percentages,
transactions in the allowance for loan losses and the allocation of the
allowance for the indicated periods:
Allocation of the Allowance
for Loan Losses
and Non-Accrual Loans Detail
(dollars in thousands)
<TABLE>
<CAPTION>
June 30, 1999
-------------------------------------------------------------
Percent of
Loans to Non-
Total Gross Accrual
Loans Loans Allowance Loans
--------------------------------------------------------------
<S> <C> <C> <C> <C>
Commercial 22.8% $150,589 $1,722 $495
Real Estate 69.4% 459,208 5,250 -
Agricultural 0.1% 924 10 -
Installment 5.0% 32,861 410 23
State and Municipal 1.9% 12,813 146 -
Leases 0.8% 5,319 61 -
--------------------------------------------------------------
100.0% $661,714 $7,599 $518
==============================================================
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
December 31, 1998
-----------------------------------------------------------------------
Percent of
Loans to Non-
Total Gross Accrual
Loans Loans Allowance Loans
-----------------------------------------------------------------------
<S> <C> <C> <C> <C>
Commercial 25.9% $151,691 $1,816 $684
Real Estate 66.9% 391,587 4,688 98
Agricultural 0.1% 462 5 -
Installment 5.5% 32,211 386 12
State and Municipal 1.4% 8,380 100 -
Leases 0.2% 714 9 -
-----------------------------------------------------------------------
100.0% $585,045 $7,004 $794
=======================================================================
</TABLE>
Net Interest Income
-------------------
The following table provides information on net interest income for the periods
indicated, setting forth average balances of interest-earning assets and
interest-bearing liabilities, the interest income earned and interest expense
recorded thereon and the resulting average yield-cost ratios:
Average Balance Sheets and Analysis of Net Interest
Earnings
(dollars in thousands)
<TABLE>
<CAPTION>
For the three months ended: 6/30/99
Average Int Income/
Balance Expense Yield
---------------------------------------------------
<S> <C> <C> <C>
Loans, net (1) $ 640,278 $ 14,602 9.25%
Securities (2) 300,851 4,193 5.65%
Federal Funds Sold 62,874 728 4.70%
---------------------------------------------------
Total Earning Assets $1,004,003 $ 19,523 7.89%
Cash and Due From Banks 47,547
Bank Premises and Equipment, net 17,868
Other Assets 7,713
-----------------
Total Assets $1,077,131
=================
Time Deposits of $100,000 or more $ 128,330 $ 1,659 5.24%
Other Interest-Bearing Deposits 604,868 5,460 3.66%
Repurchase Agreements 54,542 579 4.31%
---------------------------------------------------
Total Interest-Bearing Liabilities $ 787,740 $ 7,698 3.96%
Noninterest-Bearing Deposits 216,531
Other Liabilities 2,522
Shareholders' Equity 70,338
-----------------
Total Liabilities and Shareholders' $1,077,131
=================
Equity
-----------------
Net Interest Income $ 11,825
=================
Net Yield on Interest-Earning Assets 4.72%
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
For the three months ended: 6/30/98
Average Int Income/
Balance Expense Yield
---------------------------------------------------
<S> <C> <C> <C>
Loans, net (1) $ 490,735 $ 12,034 9.95%
Securities (2) 263,025 3,741 5.77%
Federal Funds Sold 84,627 1,143 5.48%
---------------------------------------------------
Total Earning Assets $ 838,387 $ 16,918 8.18%
Cash and Due From Banks 47,622
Bank Premises and Equipment, net 13,303
Other Assets 8,852
-----------------
Total Assets $ 908,164
=================
Time Deposits of $100,000 or more $ 54,023 $ 742 5.57%
Other Interest-Bearing Deposits 532,312 5,594 4.26%
Repurchase Agreements 67,523 818 4.91%
---------------------------------------------------
Total Interest-Bearing Liabilities $ 653,858 $ 7,154 4.44%
Noninterest-Bearing Deposits 193,025
Other Liabilities 2,822
Shareholders' Equity 58,459
-----------------
Total Liabilities and Shareholders' $ 908,164
=================
Equity
-----------------
Net Interest Income $ 9,764
=================
Net Yield on Interest-Earning Assets 4.67%
</TABLE>
(1) Non-accrual loans are included in the average balance, but interest on such
loans is not recognized in the interest income.
(2) Municipal interest income is not tax equivalent.
<TABLE>
<CAPTION>
For the six months ended: 6/30/99
Average Int Income/
Balance Expense Yield
---------------------------------------------------
<S> <C> <C> <C>
Loans, net (1) $ 619,000 $ 28,146 9.17%
Securities (2) 303,103 8,574 5.70%
Federal Funds Sold 60,775 1,416 4.70%
---------------------------------------------------
Total Earning Assets $ 982,878 $ 38,136 7.82%
Cash and Due From Banks 48,515
Bank Premises and Equipment, net 18,028
Other Assets 8,327
-----------------
Total Assets $1,057,748
=================
Time Deposits of $100,000 or more $ 126,042 $ 3,231 5.17%
Other Interest-Bearing Deposits 593,835 10,746 3.65%
Repurchase Agreements 55,603 1,201 4.36%
---------------------------------------------------
Total Interest-Bearing Liabilities $ 775,480 $ 15,178 3.95%
</TABLE>
10
<PAGE>
<TABLE>
<S> <C> <C> <C>
Noninterest-Bearing Deposits 209,701
Other Liabilities 3,434
Shareholders' Equity 69,133
-----------------
Total Liabilities and Shareholders' $1,057,748
=================
Equity
-----------------
Net Interest Income $ 22,958
=================
Net Yield on Interest-Earning Assets 4.71%
</TABLE>
<TABLE>
<CAPTION>
For the six months ended: 6/30/98
Average Int Income/
Balance Expense Yield
---------------------------------------------------
<S> <C> <C> <C>
Loans, net (1) $ 470,123 $ 23,198 9.95%
Securities (2) 257,664 7,344 5.75%
Federal Funds Sold 86,657 2,354 5.48%
---------------------------------------------------
Total Earning Assets $ 814,444 $ 32,896 8.15%
Cash and Due From Banks 46,429
Bank Premises and Equipment, net 12,390
Other Assets 8,862
-----------------
Total Assets $ 882,125
=================
Time Deposits of $100,000 or more $ 51,375 $ 1,389 5.45%
Other Interest-Bearing Deposits 524,199 10,839 4.17%
Repurchase Agreements 61,786 1,527 4.98%
---------------------------------------------------
Total Interest-Bearing Liabilities $ 637,360 $ 13,755 4.35%
Noninterest-Bearing Deposits 184,488
Other Liabilities 3,097
Shareholders' Equity 57,180
-----------------
Total Liabilities and Shareholders' $ 882,125
=================
Equity
-------------
Net Interest Income $ 19,141
=============
Net Yield on Interest-Earning Assets 4.74%
</TABLE>
(1) Non-accrual loans are included in the average balance, but interest on such
loans is not recognized in the interest income.
(2) Municipal interest income is not tax equivalent.
The following rate/volume analysis depicts the increase (decrease) in net
interest income attributable to interest rate fluctuations (change in rate
multiplied by prior period average balance) and volume fluctuations (change in
average balance multiplied by prior period rate) when compared to the preceding
year.
11
<PAGE>
Changes Due to Volume and Rate
(dollars in thousands)
<TABLE>
<CAPTION>
For the three months ended: 6/30/99 vs. 6/30/98
Changes due to
Volume Rate Total
------------------------------------------------------
<S> <C> <C> <C>
Loans, net $3,474 $ (906) $2,568
Securities 530 (78) 452
Federal Funds Sold (267) (148) (415)
------------------------------------------------------
Total $3,737 $(1,132) $2,605
Time Deposits of $100,000 or more $ 964 $ (47) $ 917
Other Interest-Bearing Deposits 719 (853) (134)
Repurchase Agreements (146) (93) (239)
------------------------------------------------------
Total $1,537 $ (993) $ 544
------------------------------------------------------
Net Interest Income $2,200 $ (139) $2,061
======================================================
</TABLE>
NOTE - The change in interest not due solely to volume or rate has been
allocated in proportion to the absolute dollar amounts of the change in each.
Changes Due to Volume and Rate
(dollars in thousands)
<TABLE>
<CAPTION>
For the six months ended: 6/30/99 vs. 6/30/98
Changes due to
Volume Rate Total
----------------------------------------------------
<S> <C> <C> <C>
Loans, net $ 9,835 $(4,887) $4,948
Securities 1,394 (163) 1,230
Federal Funds Sold (635) (303) (938)
----------------------------------------------------
Total $10,594 $(5,353) $5,240
Time Deposits of $100,000 or more $ 2,058 $ (216) $1,842
Other Interest-Bearing Deposits 2,758 (2,850) (93)
Repurchase Agreements (144) (182) (326)
----------------------------------------------------
Total $ 4,671 $(3,248) $1,423
----------------------------------------------------
Net Interest Income $ 5,922 $(2,105) $3,817
====================================================
</TABLE>
NOTE - The change in interest not due solely to volume or rate has been
allocated in proportion to the absolute dollar amounts of the change in each.
For the three month period ended June 30, 1999, net interest income increased
21% from the same period in 1998. Interest income and interest expense
increased 15% and 8%, respectively, for the three months ended June 30, 1999
compared to the three months ended June 30, 1998. For the six month period
ended June 30, 1999, net interest income increased 20% from the same period in
1998. Interest income and interest expense increased 16% and 10%, respectively,
for the six months ended June 30, 1999 compared to the six months ended June 30,
1998. The slight changes in the net interest margin can be attributed to the
offsetting effects of decreasing interest rates on both sides of the balance
sheet. On a tax equivalent basis, the net interest margins for the three month
and six month period ended June 30, 1999 was 4.96% and 4.95%, while as of June
30, 1998 the tax equivalent net interest margins were 4.89% and 4.95%,
respectively. The unfavorable rate variance in the loan and federal funds sold
categories have been more than offset by the favorable volume increases in the
loan and securities categories. In addition, the decrease in deposit rates has
been a favorable development, which partially offset the unfavorable earning
asset rate variance. Management continues to believe that competition
12
<PAGE>
between banks and other financial services companies will continue to keep loan
rates down while deposit rates will probably not decrease from current levels
due to this same competitive environment.
Non-Interest Income
-------------------
The following table details dollar amount and percentage changes of certain
categories of non-interest income for the periods indicated:
<TABLE>
<CAPTION>
________________________________________________________________________________________________________________________
NON-INTEREST INCOME Three Months Percent Three Months Percent
(dollars in thousands) Ending Change Ending Change
6/30/99 % of Previous 6/30/98 % of Previous
Amount Total Year Amount Total Year
________________________________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C>
Service Charges on Deposit
Accounts $ 906 40.1% 19.2% $ 760 30.8% -3.6%
Merchant Credit Card Income 632 27.9% 23.7% 511 20.7% 16.1%
Trust Department Income 398 17.6% 3.6% 384 15.6% 31.1%
Gain on Sale of Securities
Available for Sale - - - 590 24.0% -
ATM Network Fees Earned 112 5.0% 57.7% 71 2.9% 18.3%
Other Income 214 9.5% 45.6% 147 6.0% -23.0%
------------------------------------------------------------------------------------------------
$ 2,262 100.0% -8.2% $ 2,463 100.0% 30.5%
<CAPTION>
________________________________________________________________________________________________________________________
NON-INTEREST INCOME Six Months Percent Six Months Percent
(dollars in thousands) Ending Change Ending Change
6/30/99 % of Previous 6/30/98 % of Previous
Amount Total Year Amount Total Year
________________________________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C>
Service Charges on Deposit
Accounts $ 1,753 39.8% 15.0% $ 1,524 35.6% 1.7%
Merchant Credit Card Income 1,181 26.8% 20.6% 979 22.9% 13.4%
Trust Department Income 806 18.3% 8.8% 741 17.3% 20.5%
Gain on Sale of Securities
Available for Sale 24 0.5% -96.0% 601 14.0% -
ATM Network Fees Earned 205 4.7% 51.9% 135 3.2% 19.5%
Other Income 430 9.8% 43.8% 299 7.0% -11.5%
------------------------------------------------------------------------------------------------
$ 4,399 100.0% 2.8% $ 4,279 100.0% 20.8%
</TABLE>
Service charges on deposits continue to be a focal point of non-interest
income growth from period to period as this category continues to be
approximately 40% of the total for the three month period ended June 30, 1999 as
well as for the six month period. Fee increases contemplated in late 1998 and
instituted in late first quarter 1999 have contributed to the increase in six
month period to period growth rate of service charges to 15% from 2%. It is
anticipated that service charge income will continue to grow as the full effect
of the fee adjustments are realized on into 1999. Pioneer has experienced double
digit increases from the 1998 second quarter and six month periods within the
merchant credit card income category due to business development efforts and
planned service fee increases. Trust department income growth has slowed from
previous double digit growth as various trust relationships have moved into
lower fee products. Higher period to period ATM usage has also been a favorable
development and has increased the contribution of this category to the total.
Non-Interest Expense
--------------------
The following table details dollar amount and percentage changes of certain
categories of non-interest expense for the periods indicated:
13
<PAGE>
<TABLE>
<CAPTION>
____________________________________________________________________________________________________________________________________
NON-INTEREST EXPENSE Three Months Percent Three Months Percent
(dollars in thousands) Ending Change Ending Change
6/30/99 % of Previous 6/30/98 % of Previous
Amount Total Year Amount Total Year
____________________________________________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C>
Salaries and Employee Benefits $ 3,870 41.7% 12.3% $ 3,445 48.2% 28.4%
Occupancy and Equipment 1,975 21.3% 48.9% 1,326 18.6% 39.7%
Merchant Credit Card Expense 569 6.1% 29.9% 438 6.1% 13.5%
Marketing/Advertising 217 2.3% 34.8% 161 2.3% 22.0%
Other Expense 2,640 28.5% 48.7% 1,775 24.8% 12.1%
----------------------------------------------------------------------------------------
$ 9,271 100.0% 29.8% $ 7,145 100.0% 24.7%
</TABLE>
<TABLE>
<CAPTION>
____________________________________________________________________________________________________________________________________
NON-INTEREST EXPENSE Six Months Percent Six Months Percent
(dollars in thousands) Ending Change Ending Change
6/30/99 % of Previous 6/30/98 % of Previous
Amount Total Year Amount Total Year
____________________________________________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C>
Salaries and Employee Benefits $ 7,845 44.3% 19.1% $ 6,589 48.0% 26.9%
Occupancy and Equipment 3,822 21.6% 52.0% 2,515 18.3% 37.7%
Merchant Credit Card Expense 1,058 6.0% 26.6% 836 6.1% 8.0%
Marketing/Advertising 426 2.4% 42.0% 300 2.2% 20.0%
Other Expense 4,548 25.7% 30.1% 3,496 25.5% 17.0%
----------------------------------------------------------------------------------------
$ 17,699 100.0% 28.9% $ 13,736 100.0% 24.5%
</TABLE>
As Pioneer has grown and expanded the branch network and product offerings,
the salaries and benefit category continues to be the largest non-interest
expense category with over 44% of the total for the six month period ended June
30, 1999. However, occupancy and expense has had the highest growth rates for
period to period comparisons due to facilities expansion and branch
construction. Marketing and advertising expense increased substantially as
management of the Bank chose to focus on more extensive campaigns in the high
growth Las Vegas area. In the three month period ended June 30, 1999, the 49%
increase in the other expense category from the same period in 1998 is primarily
attributable to merger related expenses of $429,000.
Income Taxes
------------
Pioneer experienced a 230 basis point decrease in the Company's effective
federal income tax rate from the 28% rate for the six month period ended June
30, 1998. This decrease in effective tax rate is due to the substantial 37%
increase in tax-exempt income booked during the six months ended June 30, 1999
versus the same period ended June 30, 1998.
Year 2000 Disclosure - Pioneer and the Bank's State of Readiness
What is the Year 2000 problem?
------------------------------
The Year 2000 problem is the result of computer programs using two digits
rather than four to define the applicable year (for example, "98" represents
1998). Computer programs that were written with only a two-digit year may not
function accurately or at all when the century changes from 1999 to 2000. This
is due to the computers' inability to distinguish "00" as 1900 or 2000.
This update will follow our five phase project plan outline as recommended
by the Federal Deposit Insurance Corporation (FDIC): Awareness; Assessment;
Renovation; Validation and; Implementation. Information on other key areas will
also be provided.
14
<PAGE>
Awareness
---------
The awareness effort continues to expand into additional areas of concern
where communications with the various people involved are key to our ability to
effectively complete our Year 2000 plan. Some of the key areas of concern are
cash withdrawals by the Bank's customers, draw down of existing lines of credit
by customers, communications with customers about the Bank's Y2K efforts, how
this effort is perceived by customers and how well the Bank has communicated Y2K
efforts to customers.
The Bank has just finished a customer survey dealing with the communication
issues. More than 60% of the Bank's retail customers responding to the survey
said "Yes" to the question "Have you received any Y2K information from your
Bank?" By comparison, in a nationwide survey (completed for the FDIC) the same
question received only a 25 % yes response.
In a second survey the Bank asked four questions regarding the withdrawal
of additional funds because of Year 2000 concerns. This survey was handled by
Esearch, an internet provider of survey services, and received 826 responses.
The results will be helpful in planning and validating the Bank's cash
requirements at year-end.
The Bank has also received a survey conducted by the Gallup organization
for the FDIC dealing with several Y2K issues (including the one noted above).
The Bank is now working on a survey for the business customers in an effort
to determine some of their banking/financial requirements before year-end.
Management continues to speak to various civic clubs and other groups in an
effort to keep the community updated as to Y2K issues. To date various
employees have spoken to more than 800 Nevada business people in an effort to
raise their Y2K awareness level. The Nevada Public Utilities Commission (PUC)
hearings continue to be a good source of current information, a good venue to
ask questions and to offer input on Year 2000 issues.
Assessment
----------
The assessment process is ongoing for all new hardware and software being
acquired by the Bank. We take all efforts reasonably available to us to make
sure that no new hardware or software is acquired that is not Y2K compliant.
The assessment of loans, trust and investments has been completed by Bank
staff. More than 95% of the loan portfolio dollar amount has been assessed.
Bank loan officers have worked with those customers that were rated as high Y2K
risk and have succeeded in assisting these customers in lowering their rating to
medium risk or lower.
All trust portfolios have been reviewed for Y2K risk of both existing
assets and new assets being added. This is an ongoing process.
The Bank's investment portfolio has been reviewed and was found to be well
positioned for Y2K risk. The vast majority of the assets are insured by one or
more methods.
Renovation
----------
Renovation is the process of repairing, replacing or retiring non-compliant
hardware and software. Renovation of the Bank's hardware and software to accept
dates through and beyond the Year 2000 has been completed within the guidelines
set forth by the Federal Financial Institutions Examination Council (FFIEC).
Validation
----------
This phase of the Year 2000 plan has been completed within the guidelines
set forth by the FFIEC. The Bank also continues to test software updates for
existing programs that are received from the vendors as a part of the normal
procedures.
Implementation
--------------
This phase of the Year 2000 plan has been completed within the guidelines
set forth by the FFIEC. Pioneer currently has nothing additional scheduled for
implementation prior to year-end 1999.
15
<PAGE>
Contingency and Year End Plans
------------------------------
Bank contingency and year-end plans have been completed and validated in a
full day walk through exercise that involved about fifty of the Bank's managers
and staff. The results of the exercise were positive with only a few minor
adjustments needed in the plans. The plans and test results have been sent to
the FDIC for their latest examination of our Y2K Project. Due to the pending
merger of Pioneer Citizens Bank and Nevada State Bank, there may be some further
modifications to the plans.
Audit
-----
An audit package was prepared and submitted to the FDIC on July 9, 1999.
The package consisted of our contingency plans, the documentation of our
validation of the plans and Board of Directors meeting minutes that indicated
their approval of the plans and tests.
Customer Surveys
----------------
The Bank has conducted two surveys in an effort to obtain an insight into
our customers' views of the Bank's Year 2000 efforts and what Y2K issues they
are most interested in following. The Bank also received from the FDIC a Y2K
survey conducted by the Gallup Organization dealing with the same issues.
Some of the key Y2K issues that were identified by the respondents are:
access to funds; accuracy of Bank records; the Bank's ability to meet withdrawal
demands; and preparation of the Bank's computer systems. Pioneer Citizens Bank
of Nevada's status as to each of these issues are outlined below.
Access to Funds
---------------
The Bank has completed a contingency plan for the Bank which includes a
cash plan. The cash plan addresses essentially all aspects of the Bank's cash
issues including transportation, security, cash levels, ATM's, special
contracts, potential withdrawal levels, insurance and safety.
All of the Bank's systems have been tested (including those that operate
our ATM's and perform our record keeping). The Bank intends to operate on our
normal business schedule during the holiday season to meet our customers'
banking needs. In addition to being able to transact business at our branches,
customers will be reminded of the various means of paying for goods and services
during the holidays. Checks are expected to be accepted in the normal course,
debit and credit cards should still find wide acceptance, travelers checks and
cashiers checks are expected to be accepted for payment as they would be at any
other time.
The Bank will be open for business, we are making plans to have cash on
hand to meet the customer's needs and we do not expect to encounter problems
with access to funds. In addition to Bank computer systems, backup printed
paper and electronic records will be available for all Bank and customer records
in the unlikely event that we experience an interruption of service.
Accuracy of Bank Records
------------------------
The computer programs that perform the record keeping functions for the
Bank have all been tested through the year 2000 without raising any processing
issues. The Bank is using the most current, Year 2000 compliant, version of
these programs. The Bank has also tested these programs on the backup system,
located in another state, with the same positive results. Currently daily
processing includes calculations that extend beyond the year 2000 for loans and
CD's. The Bank has not encountered any Y2K related problems with these routines
to date. Five generations of back-up files have been retained in the unlikely
event that the system may experience an interruption in service and require that
the Bank recreate records from the back-up files.
The retention of five generations of back-up files is a procedure that has
been in practiced for decades in case of business interruptions due to natural
disasters. As a normal course of business, the Bank performs two exercises per
year at the out of state back-up site whereby Bank records are actually
recreate.
Management urges all customers to review their bank statements, transaction
records and other material received from the Bank to stay up with their account
status.
The Bank's Ability to Meet Withdrawal Demands
---------------------------------------------
The key to being able to meet all withdrawal demands of the Bank's
customers is knowing the amounts of cash they plan to withdraw. One of the
reasons the Bank has surveyed customers is to try to determine the amount of
cash needed to meet these demands.
16
<PAGE>
The Bank's cash plan used several assumptions to determine the final cash level
required. Management has confidence that the Bank will be able to meet all
customer demands for cash during the holiday season as well as the Century Date
Change (CDC) event. Customers planning to withdraw large amounts of cash are
urged to contact their banker to discuss the personal security aspects of this
action and discuss alternative non-cash instruments that are available.
Preparation of the Bank's Computer Systems
------------------------------------------
The Bank has addressed all of its computer systems and the potential Y2K
risk during the past two years. A five phase plan, recommended by the various
regulatory agencies, was established and followed. This plan covered all aspects
of the Bank's operations as well as the computer systems. Essentially all of the
Bank's computer hardware and software was identified, tested, remediated,
retired, replaced or placed back into production. The Bank's core mission
critical systems were tested on both in house mainframe computer, used to
process our daily work, and on the back-up system located in another state. The
results of both tests revealed no Y2K related problems. The system currently
being run by the Bank is also used by more than 3,600 other banks in the United
States. Under the guidelines set up by the regulators, every bank is required to
test their systems individually. This results in the same basic software being
tested several thousand times.
Management gain additional comfort from knowing that the Bank's software
has utilized a four-digit year code (e.g. "1999" instead of "99") since 1986.
This two digit vs. four digit issue is the basis for all the Year 2000 problems
and Bank core mission critical systems have avoided the problem by their design.
Summary
-------
The Bank continues to meet its Y2K plan milestones and move toward its goal
of becoming Year 2000 compliant. Based upon the assessment to date, management
does not believe that expenses related to meeting Year 2000 challenges will have
a material effect on the operations or financial condition of PCBN. The budget
for the project from 1997 through the year 2000 for remediation (including
replacement software and hardware) and testing is $1.12 million. All costs
associated with the project are expensed as the costs are incurred.
The Year 2000 (Y2K) statements contained in this document are a "YEAR 2000
READINESS DISCLOSURE" as that term is defined by the "YEAR 2000 INFORMATION AND
READINESS DISCLOSURE ACT" (S. 2392, Public Law No: 105-271). The purpose of
these statements is to inform our shareholders, customers, business partners and
the general public about Pioneer Citizens Bank's progress in meeting the
challenges of the century date change.
Management is using its best efforts to minimize any system related
disruptions in service to the Bank's clients at the turn of the millennium.
Although the nature of computer systems, programming and interdependencies make
it impossible for management to fully guarantee that disruptions will not occur,
management believes the Bank's Year 2000 efforts will avoid significant problems
and will enable the Bank to rapidly address and correct any problems that may
arise.
Although the Bank is striving to assure that its products and services are
Y2K ready, the Bank cannot guarantee that all systems and services used by the
Bank and with its customers will function without error before, at, or after
January 1, 2000. Service delivery may be affected by the performance of third
parties with whom the Bank exchanges data, or by disruption in services not
under the Bank's control, including but not limited to utility services,
telecommunication facilities, funds transfer systems and networks, and other
third party providers.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Information concerning our exposure to market risk, which has remained
relatively unchanged from December 31, 1998, is incorporated by reference from
the text under the caption "Quantitative and Qualitative Disclosures About
Market Risk" in the Form 10 for the year ended December 31, 1998.
17
<PAGE>
PART II
OTHER INFORMATION
Item 6. Exhibits and Report on Form 8-K
(a) Exhibits.
Exhibit 27 Financial Data Schedule
(b) Reports on Form 8-K. None
18
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PIONEER BANCORPORATION
(Registrant)
Dated: August 13, 1999 /s/ William E. Martin
--------------- --------------------------------------
William E. Martin
Chief Executive Officer
Dated: August 13, 1999 /s/ Edward T. Plunkett
--------------- --------------------------------------
Edward T. Plunkett
Chief Financial Officer
19
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 58,040
<INT-BEARING-DEPOSITS> 104
<FED-FUNDS-SOLD> 62,528
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 244,990
<INVESTMENTS-CARRYING> 44,958
<INVESTMENTS-MARKET> 44,850
<LOANS> 651,759
<ALLOWANCE> 7,599
<TOTAL-ASSETS> 1,098,785
<DEPOSITS> 963,290
<SHORT-TERM> 62,789
<LIABILITIES-OTHER> 3,821
<LONG-TERM> 0
0
0
<COMMON> 96
<OTHER-SE> 68,789
<TOTAL-LIABILITIES-AND-EQUITY> 1,098,785
<INTEREST-LOAN> 28,146
<INTEREST-INVEST> 8,574
<INTEREST-OTHER> 1,416
<INTEREST-TOTAL> 38,136
<INTEREST-DEPOSIT> 13,955
<INTEREST-EXPENSE> 15,178
<INTEREST-INCOME-NET> 22,958
<LOAN-LOSSES> 1,020
<SECURITIES-GAINS> 24
<EXPENSE-OTHER> 17,699
<INCOME-PRETAX> 8,638
<INCOME-PRE-EXTRAORDINARY> 8,638
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,439
<EPS-BASIC> 0.67
<EPS-DILUTED> 0.67
<YIELD-ACTUAL> 4.71
<LOANS-NON> 518
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 7,004
<CHARGE-OFFS> 510
<RECOVERIES> 85
<ALLOWANCE-CLOSE> 7,599
<ALLOWANCE-DOMESTIC> 7,599
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
