PIONEER BANKSHARES INC/VA - FORM 10-Q

PIONEER BANKSHARES INC/VA - FORM 10-Q - August 12, 2011

Attached files

Attached files

PIONEER BANKSHARES INC/VA Reports

file	filename
EXCEL - IDEA: XBRL DOCUMENT - PIONEER BANKSHARES INC/VA	Financial_Report.xls
EX-32 - EXHIBIT 32 - PIONEER BANKSHARES INC/VA	dex32.htm
EX-31.2 - EXHIBIT 31.2 - PIONEER BANKSHARES INC/VA	dex312.htm
EX-31.1 - EXHIBIT 31.1 - PIONEER BANKSHARES INC/VA	dex311.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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, 2011

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

Commission File Number: 0-30541

PIONEER BANKSHARES, INC.

(Exact name of registrant as specified in its charter)

Virginia

54-1278721

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

263 East Main Street

P. O. Box 10

Stanley, Virginia 22851

(Address of principal executive offices) (Zip code)

(540) 778-2294

(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 Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ¨ NO x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: Common shares outstanding as of August 12, 2011 were 1,032,418.

PIONEER BANKSHARES, INC.

INDEX


		Page

PART I	FINANCIAL INFORMATION		3

Item 1.	Financial Statements.		3

	Consolidated Balance Sheets – June 30, 2011 and December 31, 2010		3

	Consolidated Statements of Income – Three Months Ended June 30, 2011 and 2010		4

	Consolidated Statements of Income – Six Months Ended June 30, 2011 and 2010		5

	Consolidated Statements of Changes in Stockholders’ Equity – Six Months Ended June 30, 2011 and 2010		6

	Consolidated Statements of Cash Flows – Six Months Ended June 30, 2011 and 2010		7

	Notes to Consolidated Financial Statements		8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.		28

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.		41

Item 4.	Controls and Procedures.		41

PART II	OTHER INFORMATION		41

Item 1.	Legal Proceedings.		41

Item 1A.	Risk Factors.		41

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.		41

Item 3.	Defaults Upon Senior Securities.		41

Item 4.	Reserved.		41

Item 5.	Other Information.		41

Item 6.	Exhibits.		42

	SIGNATURES		43

Part I - Financial Information.

Item 1. Financial Statements

PIONEER BANKSHARES, INC.

CONSOLIDATED BALANCE SHEETS

(In Thousands of Dollars)


	June 30, 2011		December 31 2010
	(Unaudited)		(Audited)
ASSETS

Cash and due from banks	$	4,880	$	4,373
Interest bearing deposits in banks		11,020		10,634
Federal funds sold		500		2,550
Securities available for sale, at fair value		9,709		11,168
Restricted securities		857		947
Loans receivable, net of allowance for loan losses of $2,313 and $2,342 respectively		129,685		130,786
Premises and equipment, net		3,300		3,359
Accrued interest receivable		710		681
Other real estate owned		1,228		244
Other assets		3,327		3,416


Total Assets	$	165,216	$	168,158


LIABILITIES

Deposits
Noninterest bearing demand	$	28,812	$	25,739
Interest bearing
Demand		21,473		23,104
Savings		15,998		15,746
Time deposits over $100,000		25,473		27,545
Other time deposits		44,860		43,825


Total Deposits		136,616		135,959

Accrued expenses and other liabilities		1,847		1,804
Long term debt		7,000		11,000


Total Liabilities		145,463		148,763


STOCKHOLDERS’ EQUITY

Common stock; $.50 par value, authorized 5,000,000, 1,038,134 and 1,035,274 shares outstanding, respectively		519		518
Retained earnings		19,004		18,649
Accumulated other comprehensive income, net		230		228


Total Stockholders’ Equity		19,753		19,395


Total Liabilities and Stockholders’ Equity	$	165,216	$	168,158

See Notes to Consolidated Financial Statements

PIONEER BANKSHARES, INC.

CONSOLIDATED STATEMENTS OF INCOME

(In Thousands of Dollars, except Per Share Data)

(UNAUDITED)


	Three Months Ended June 30,
	2011		2010
Interest and Dividend Income:
Loans including fees	$	2,231	$	2,192
Interest on securities - taxable		21		51
Interest on securities - nontaxable		30		35
Interest on deposits and federal funds sold		27		39
Dividends		13		14

Total Interest and Dividend Income		2,322		2,331


Interest Expense:
Deposits		347		420
Long term debt		22		43

Total Interest Expense		369		463


Net Interest Income		1,953		1,868
Provision for loan losses		376		122


Net interest income after provision for loan losses		1,577		1,746


Noninterest Income:
Service charges and fees		230		219
Other income		16		67
Gain (loss) on securities transactions		110		(54	)

Total Noninterest Income		356		232


Noninterest Expense:
Salaries and benefits		664		632
Occupancy expenses		123		84
Equipment expenses		78		141
Other expenses		577		531

Total Noninterest Expenses		1,442		1,388


Income before Income Taxes		491		590
Income Tax Expense		159		177


Net Income	$	332	$	413


Per Share Data
Net income, basic and diluted	$	0.32	$	0.40

Dividends	$	0.15	$	0.15


Weighted Average Shares Outstanding, Basic and Diluted		1,035,934		1,030,181

See Notes to Consolidated Financial Statements

PIONEER BANKSHARES, INC.

CONSOLIDATED STATEMENTS OF INCOME

(In Thousands of Dollars, except Per Share Data)

(UNAUDITED)


	Six Months Ended June 30,
	2011		2010
Interest and Dividend Income:
Loans including fees	$	4,421	$	4,373
Interest on securities - taxable		45		103
Interest on securities - nontaxable		60		70
Interest on deposits and federal funds sold		57		71
Dividends		28		27

Total Interest and Dividend Income		4,611		4,644


Interest Expense:
Deposits		697		889
Long term debt		47		49

Total Interest Expense		744		938


Net Interest Income		3,867		3,706
Provision for loan losses		732		498

Net interest income after provision for loan losses		3,135		3,208


Noninterest Income:
Service charges and fees		438		429
Other income		71		175
Gain (Loss) on securities transactions		109		(54	)

Total Noninterest Income		618		550


Noninterest Expense:
Salaries and benefits		1,320		1,204
Occupancy expenses		226		184
Equipment expenses		167		265
Other expenses		1,130		973

Total Noninterest Expenses		2,843		2,626


Income before Income Taxes		910		1,132
Income Tax Expense		287		348


Net Income	$	623	$	784


Per Share Data
Net income, basic and diluted	$	0.60	$	0.76

Dividends	$	0.30	$	0.30


Weighted Average Shares Outstanding, Basic and Diluted		1,035,606		1,029,849

See Notes to Consolidated Financial Statements

PIONEER BANKSHARES, INC

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(In Thousands)

(UNAUDITED)


	Common Stock		Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total

BALANCE DECEMBER 31, 2009	$	515	$	17,300		$	101		$	17,916
Comprehensive Income
Net Income				784						784
Changes in unrealized gains (losses) on securities, net of taxes
Unrealized holding gains arising during the period (net of tax effect of $36)							(67	)
Reclassification adjustment for losses included in net income (net of tax effect of $18)							36			(31	)

Total Comprehensive Income										753
Stock issued for compensation		1		44			—			45
Cash Dividends		—		(309	)		—			(309	)


BALANCE JUNE 30, 2010	$	516	$	17,819		$	70		$	18,405


BALANCE DECEMBER 31, 2010	$	518	$	18,649		$	228		$	19,395

Comprehensive Income
Net Income				623						623
Changes in unrealized gains (losses) on securities, net of taxes
Unrealized holding gains arising during the period (net of tax effect of $37)							74
Reclassification adjustment for gains included in net income (net of tax effect of $37)							(72	)		2

Total Comprehensive Income										625
Stock issued for compensation		1		43			—			44
Cash Dividends		—		(311	)		—			(311	)


BALANCE JUNE 30, 2011	$	519	$	19,004		$	230		$	19,753

See Notes to Consolidated Financial Statements

PIONEER BANKSHARES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands of Dollars)

(UNAUDITED)


	Six Months Ended June 30,
	2011			2010
Cash Flows from Operating Activities:
Net income	$	623		$	784
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses		732			498
Depreciation and amortization		164			182
(Gains) Loss on sale of securities		(109	)		54
Net amortization on securities		11			14
Stock issued for compensation		44			45
Loss (Gain) on sale of other real estate		21			(7	)
Net change in:
Accrued interest receivable		(29	)		(23	)
Other assets		91			312
Accrued expense and other liabilities		43			(225	)


Net Cash Provided by Operating Activities		1,591			1,634


Cash Flows from Investing Activities:
Net change in federal funds sold		2,050			1,300
Net change in interest bearing deposits		(386	)		(4,677	)
Net change in restricted securities		90			(216	)
Proceeds from maturities and sales of securities available for sale		12,021			6,483
Purchase of securities available for sale		(10,464	)		(7,500	)
Net (increase) in loans		(782	)		(4,194	)
Proceeds from sale of other real estate		146			148
Purchase of bank premises and equipment		(105	)		(42	)


Net Cash Provided by (Used in) Investing Activities		2,570			(8,698	)


Cash Flows from Financing Activities:
Net change in:
Demand and savings deposits		1,694			1,174
Time deposits		(1,037	)		2,167
Proceeds from borrowings		—			16,000
Curtailments of borrowings		(4,000	)		(13,500	)
Dividends paid		(311	)		(309	)


Net Cash (Used in) Provided by Financing Activities		(3,654	)		5,532


Cash and Cash Equivalents:
Net increase (decrease) in cash and cash equivalents		507			(1,532	)
Cash and Cash Equivalents, beginning of year		4,373			5,252


Cash and Cash Equivalents, End of Period	$	4,880		$	3,720


Supplemental Disclosure of Cash Paid
During the Period for:
Interest	$	785		$	1,071
Income taxes	$	335		$	472

Supplemental Disclosure of non-cash activity:
Unrealized (loss) on securities available for sale		—			(49	)
Loan balances transferred to OREO		1,151			89

See Notes to Consolidated Financial Statements

PIONEER BANKSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

The accounting and reporting policies of Pioneer Bankshares, Inc. (“Company”), and its subsidiary Pioneer Bank (“Bank”), conform to accounting principles generally accepted in the United States of America and to accepted practices within the banking industry. Operating results for the six month period ended June 30, 2011 are not necessarily indicative of the results that may be expected for the year ending December 31, 2011. These statements should be read in conjunction with the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010.

A summary of significant accounting policies is as follows:

Consolidation Policy – The consolidated financial statements of the Company include the Bank and Pioneer Financial Services, LLC, and Pioneer Special Assets, LLC, which are wholly-owned subsidiaries of the Bank. All significant inter-company balances and transactions have been eliminated.

Use of Estimates – In preparing consolidated financial statements in conformity with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses, the valuation of foreclosed real estate and deferred tax assets, other-than-temporary impairment of securities, and fair value of financial instruments.

Reclassifications – Certain reclassifications have been made to prior period balances to conform to the current year presentation.

Subsequent Events – In preparing these financial statements, management has evaluated subsequent events and transactions for potential recognition or disclosure through the date these financial statements were issued. Management has concluded there were no material subsequent events to be disclosed at this time.

Securities – Investment securities which the Company intends to hold until maturity or until called are classified as held to maturity. These investment securities are carried at cost. Restricted securities include the Bank’s investments in Federal Reserve Bank stock and FHLB stock and are carried at cost.

Securities which the Company intends to hold for indefinite periods of time, including securities used as part of the Company’s asset/liability management strategy, are classified as available for sale. These securities are carried at fair value. Net unrealized gains and losses, net of deferred income taxes, are excluded from earnings and reported as a separate component of stockholders’ equity until realized. As of June 30, 2011 and December 31, 2010 the Company classified all securities as available for sale.

Impairment of securities occurs when the fair value of a security is less than its amortized cost. For debt securities, impairment is considered other-than-temporary and recognized in its entirety in net income if either (i) the Company intends to sell the security or (ii) it is more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis. If, however, the Company does not intend to sell the security and it is not more-than-likely that the Company will be required to sell the security before recovery, management must determine what portion of the impairment is attributable to a credit loss, which occurs when the amortized cost of the security exceeds the present value of the cash flows expected to be collected from the security. If there is no credit loss, there is no other-than-temporary impairment. If there is a credit loss, other-than-temporary impairment exists, and the credit loss must be recognized in net income and the remaining portion of impairment must be recognized in other comprehensive income.

For equity securities, impairment is considered to be other-than-temporary based on our ability and intent to hold the investment until a recovery of fair value. Other-than-temporary impairment of an equity security results in a write-down that must be included in income. The Company regularly reviews each security for other-than-temporary impairment based on criteria that include the extent to which cost exceeds market price, the duration of that market decline, the financial health of and specific prospects for the issuer, our best estimate of the present value of cash flows expected to be collected from debt securities, our intention with regard to holding the security to maturity and the likelihood that the Company would be required to sell the security before recovery.

Loans Receivable – Loans receivable are intended to be held until maturity and are reported at their outstanding principal balance less any adjustments for charge offs, net of unearned interest, the allowance for loan losses, and deferred loan fees and costs. Interest is computed by methods which generally result in level rates of return on principal. Interest income is generally not recognized on non-accrual loans and payments received on such loans are applied as a reduction of the loan principal balance. Loan origination fees, net of certain direct origination costs, are deferred and recognized as an adjustment of the related loan yield using the interest method.

The Company classifies all loans past due when the payment of principal and interest based upon contractual terms is greater than 30 days delinquent.

The accrual of interest on loans is generally discontinued at the time the loan is 90 days delinquent unless the credit is well-secured and in process of collection for all loan classes. Commercial non-real estate classes are placed on nonaccrual status when it is probable that principal or interest is not fully collectible, or generally when principal or interest becomes 90 days past due, whichever occurs first. Real estate loans, which includes the residential, commercial, and construction land categories, are generally placed on nonaccrual status when principal and interest becomes 90 days past due. Consumer non-real estate loans, including personal automobile loans and all other individual loans are placed on nonaccrual status at varying intervals, based on the type of product, generally when principal and interest becomes between 90 days and 120 days past due. Revolving consumer credit card loans are not placed on nonaccrual but are generally charged-off if they reach 120 days past due, with unpaid fees and finance charges reversed against interest income. Consumer non-real estate loans are typically charged off between 90 and 120 days past due unless the loan is well secured and in the process of collection and are subject to mandatory charge-off at a specified delinquency date consistent with regulatory guidelines. In most cases, loans are placed on non-accrual or charged off at an earlier date if collection of principal or interest is considered doubtful. All other loan classes are generally charged off within the range of 90 to 180 days, unless there are specific or extenuating circumstances that warrant further collection or legal actions.

Interest accrued but not collected for loans that are placed on nonaccrual or charged off is reversed against interest income. The interest on these loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured. Payments received on nonaccrual loans are applied as a reduction to the remaining principal balance as long as concern exists as to the ultimate collection of the principal. Loans are generally removed from nonaccrual status when the concern no longer exists as to the collectability of principal and interest and the borrower has been able to demonstrate a specific period of payment performance.

Allowance for Loan Losses – The provision for loan losses charged to operations is an amount sufficient to bring the allowance for loan losses to an estimated balance that management considers adequate to absorb potential losses in the portfolio. Loans are charged against the allowance when management believes the collectability of the principal is unlikely. Recoveries of amounts previously charged-off are credited to the allowance. Management’s determination of the adequacy of the allowance is based on the evaluation of the composition of the loan portfolio, the value and adequacy of collateral, current economic conditions, historical loan loss experience, concentrations of credit within the portfolio, loan growth trends, levels of adversely classified loans, past due trends, as well as other factors related to the knowledge and experience of lending personnel and legal, regulatory, or compliance issues related to lending practices. Management believes that the allowance for loan losses is adequate. While management uses available information to recognize losses on loans, future additions to the allowance may be necessary based on changes in economic conditions, particularly those affecting real estate values. In addition, regulatory agencies, as an integral part of their examination process, periodically review the Company’s allowance for loan losses. Such agencies may require the Company to recognize additions to the allowance based on their judgments about information available to them at the time of their examination.

The allowance consists of specific and various general components. The specific component relates to loans that are classified as either substandard or doubtful. For such loans that are also classified as impaired, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan. The general component covers non-classified loans and is based on historical loss experience adjusted for qualitative factors.

A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired.

Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed.

Impairment is measured on a loan by loan basis for commercial and construction loans by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price, or the fair value of the collateral if the loan is collateral dependent. Large commercial real estate loans and construction land loans are reviewed and evaluated on an annual basis or as they become delinquent so as to determine any possible impairment. Residential real estate loans are specifically evaluated for possible impairment on a case by case basis as they become delinquent or are identified as a potential problem credit. Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. Accordingly, the Company does not generally separately identify individual consumer loans for impairment disclosures.

Troubled Debt Restructurings – In situations where, for economic or legal reasons related to a borrower’s financial condition, management may grant a concession to the borrower that it would not otherwise consider, the related loan is classified as a troubled debt restructuring (TDR). Management strives to identify borrowers in financial difficulty early and work with them to modify their loan to more affordable terms before their loan reaches nonaccrual status. These modified terms may include rate reductions, principal forgiveness, payment forbearance and other actions intended to minimize the economic loss and to avoid foreclosure or repossession of the collateral. In cases where borrowers are granted new terms that provide for a reduction of either interest or principal, management measures any impairment on the restructuring as noted above for impaired loan.

Restructured loans totaled $4.2 million as of June 30, 2011 compared to $875,000 as of December 31, 2010. The increase in the amount of loans being reported as restructured for the period ending June 30, 2011 is the result of management’s internal review of previously modified loans and is primarily associated with such loans being reclassified to comply with changes in regulatory guidance. As of June 30, 2011, approximately $2.9 million of these restructured loan balances were considered to be performing and in compliance with their modified terms, leaving approximately $1.3 million classified as non-performing based on their past due or nonaccrual status. Restructured loans classified as performing as of December 31, 2010 were $432,000, with approximately $443,000 being classified as nonperforming based on their past due or nonaccrual status.

Transfers of Financial Assets – Transfers of financial assets are accounted for as sales, when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Bank – put presumptively beyond reach of the transferor and its creditors, even in bankruptcy or other receivership, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) the Bank does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity or the ability to unilaterally cause the holder to return specific assets.

Foreclosed Assets – Assets acquired through, or in lieu of, loan foreclosure are held for sale and are initially recorded at fair value less cost to sell at the date of foreclosure, establishing a new cost basis. Subsequent to foreclosure, valuations are periodically performed by management and the assets are carried at the lower of carrying amount or fair value less cost to sell. Revenue and expenses from operations and changes in the valuation allowance are included in net expenses from foreclosed assets.

Bank Premises and Equipment – Land values are carried at cost. Bank premises and equipment are stated at cost less accumulated depreciation. Depreciation is charged to expense over estimated useful lives ranging from 3 to 40 years, on a straight-line method.

Income Taxes – Amounts provided for income tax expense are based on income reported for financial statement purposes rather than amounts currently payable under income tax laws. Deferred income tax assets and liabilities are determined using the balance sheet method. Under this method, the net deferred tax asset or liability is determined based on the tax effects of the temporary differences between the book and tax basis of the various balance sheet assets and liabilities and gives current recognition to changes in tax rates and laws.

When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions.

Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest and penalties associated with unrecognized tax benefits are classified as additional income taxes in the statements of income.

Financial Instruments – In the ordinary course of business, the Bank has entered into off-balance-sheet financial instruments consisting of commitments to extend credit, commitments under credit-card arrangements, commercial letters of credit, and standby letters of credit. Such financial instruments are recorded in the financial statements when they are funded.

The Bank’s exposure to credit loss is represented by the contractual amount of these commitments. The Bank uses the same credit policies in making commitments as it does for other loans. Commitments to extend credit are generally made for a period of one year or less and interest rates are determined when funds are disbursed. Collateral and other security for the loans are determined on a case-by-case basis. Since some of the commitments are expected to expire without being drawn upon, the contract or notional amounts do not necessarily represent future cash requirements.

Cash and Cash Equivalents – For purposes of reporting cash flows, cash and cash equivalents include cash on hand and amounts due from banks.

Advertising Costs – The Company follows the policy of charging the production costs of advertising to expense as incurred.

Earnings Per Share – Basic earnings per share represents income available to common shareholders divided by the weighted-average number of common shares outstanding during the period. Diluted earnings per share reflects additional common shares that would have been outstanding if dilutive potential common shares had been issued, as well as any adjustment to income that would result from the assumed issuance. Potential common shares that may be issued by the Company relate solely to outstanding stock options and are determined using the treasury stock method.

Stock Compensation Plans – Accounting guidance requires that costs resulting from all share-based plans be expensed and recognized in the financial statements over the vesting period of each specific stock option granted. The Company’s 1998 Stock Incentive Plan (the “Plan”) was adopted by the Board of Directors on June 11, 1998 and approved by the shareholders on June 11, 1999. This ten year Plan expired in June of 2008 with respect to the issuance of new option grants. However, grants previously issued under this Plan may still be exercised within the original terms.

Generally, the Plan provided for the grants of incentive stock options and non-qualified stock options. The exercise price of an Option could not be less than 100% of the fair market value of the common stock (or if greater, the book value) on the date of the grant. The option terms applicable to each grant were determined at the grant date, but no Option could be exercisable in any event, after ten years from its grant date.

The accounting standard relating to Stock Compensation requires that costs resulting from all share-based plans be expensed and recognized in the financial statements over the vesting period of each specific stock option granted. All outstanding shares are fully vested and all compensation expense relating to outstanding stock options under this plan have been previously recorded. There is no additional compensation expense expected to be booked relating to this plan.

The fair value of each previously issued stock option grant was estimated at the grant date using the Black-Scholes option-pricing model. The expected volatility was based on historical volatility. The risk-free interest rates for periods within the contractual life of the awards were based on the U.S. Treasury yield curve in effect at the time of the grant. The expected life is based on historical exercise experience. The dividend paid assumptions were based on the Company’s history and expectation of dividend payments.

The following summarizes the stock options outstanding as of June 30, 2011:


	Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (In Years)		Intrinsic Value of Unexercised In-the-Money Options (In Thousands)
Options outstanding, 12/31/10		5,600	$	17.13		3.50	$	5
Options Granted		—
Options Exercised		800		12.75
Options Forfeited		—

Options outstanding, 6/30/11		4,800	$	17.86		3.50

Options exercisable, 6/30/11		4,800	$	17.86		3.50	$	—

NOTE 2

INVESTMENT SECURITIES:

The amounts at which investment securities are carried in the consolidated balance sheets and their approximate market values at June 30, 2011 and December 31, 2010 follows:


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
	(In Thousands)
June 30, 2011

Available for Sale

U.S. government and agency securities	$	4,001	$	4	$	—	$	4,005

Mortgage-backed securities		846		68		—		914

State and municipals		3,752		223		—		3,975

Corporate Securities		474		37		—		511

Equity securities		283		21		—		304

	$	9,356	$	353	$	—	$	9,709


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
	(In Thousands)
December 31, 2010

Available for Sale

U.S. government and agency securities	$	4,500	$	4	$	—	$	4,504

Mortgage-backed securities		1,040		75		—		1,115

State and municipals		3,760		156		—		3,916

Corporate Securities		478		35		—		513

Equity securities		1,037		83		—		1,120

	$	10,815	$	353	$	—	$	11,168

Management recognizes that current economic conditions and market trends may result in other than temporary impairment classifications for certain securities or equity investments. Management’s evaluation of the individual stocks and securities within the investment portfolios is performed on a quarterly basis and assesses the unrealized loss positions that exist to determine whether there is potential other than temporary impairment. The key factors considered during this evaluation process are the amount of unrealized loss, percentage decline in value, length of time in loss position, near-term prospects of the issuer, current market trading activity, financial strength ratings from industry reports, credit quality, credit ratings, continued dividend payments of the issuer, diversification or multiple holdings within particular funds, as well as management’s intent and ability to hold stocks until such time that they can recover in value and further assessment and determination that the institution will not be required to sell such investments to meet operational cash flow needs in the near future. In analyzing an issuer’s financial condition, management also considers whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred, and industry analysts’ reports.

As of June 30, 2011 and December 31, 2010 there were no securities in an unrealized loss position.

Should unrealized losses exist or arise within the securities portfolio, management’s practice is to perform a quarterly evaluation and assess numerous factors in determining if any such losses are considered to be other-than-temporarily impaired as previously discussed.

The Bank also holds additional investments in Federal Home Loan Bank of Atlanta (“FHLB”) in the form of FHLB stock, which is a membership requirement. Loan advances from FHLB are subject to additional stock purchase requirements, which are generally redeemed as outstanding loan balances are repaid, subject to FHLB’s quarterly excess capital evaluation process. FHLB evaluates the excess capital stock of its members on a quarterly basis to determine stock repurchase activities.

Additionally, FHLB generally pays quarterly dividends on the outstanding stock investment of each of its members. FHLB stock is generally viewed as a long term investment and is considered to be a restricted security, which is carried at cost, because there is no market for the stock other than FHLB or other member institutions. For the period ending June 30, 2011, the Bank’s investment in FHLB stock totaled approximately $781,000.

Management’s evaluation of FHLB stock for possible impairment is based on the ultimate recoverability of par value rather than recognizing temporary declines in value. Management’s evaluation of FHLB stock as of June 30, 2011 did not consider this investment to be other than temporarily impaired, and therefore, no impairment has been recognized.

NOTE 3

LOANS:

Loans outstanding are summarized as follows:


	June 30, 2011			December 31, 2010
	(In Thousands)

Real Estate Loans
Construction & land loans	$	5,047		$	6,283
Residential Equity lines of credit		1,683			1,534
Residential 1-4 family		51,440			48,573
Residential second mortgages 1 - 4 family		3,671			4,161
Residential Multifamily		5,434			5,439
Commercial Agricultural loans		3,904			4,125
Commercial Municipal loans		203			164
Commercial Owner & Non-owner occupied		36,542			40,911


Total real estate loans		107,924			111,190

Commercial Non Real Estate loans		5,932			4,891

Consumer Non Real Estate loans

Personal Installments		17,755			16,688
Credit Cards		675			659
Overdrafts/Other		36			73


Total consumer installment loans		18,466			17,420


Gross Loans		132,322			133,501
Less unearned discount on loans		(324	)		(373	)


Loans, less unearned discount		131,998			133,128
Less allowance for loan losses		(2,313	)		(2,342	)


Net Loans Receivable	$	129,685		$	130,786

The Bank grants commercial, real estate and consumer installment loans to its customers. Collateral requirements for loans are determined on a case by case basis depending upon the purpose of the loan and the financial condition of the borrower. The ultimate collectability of the Bank’s loan portfolio and the ability to realize the value of any underlying collateral, if needed, are influenced by the economic conditions of its market service area.

Pioneer Bank’s loan portfolio is concentrated in real estate loans, including those secured by residential consumer properties and small business commercial properties. Management has established specific lending criteria relating to real estate loans as a means of mitigating the risk inherent in the portfolio.

Deposit account overdrafts are also classified as loans and totaled $64,000 and $74,000 as of June 30, 2011 and December 31, 2010, respectively.

The following table reflects the detailed breakdown of impaired loans with a recorded allowance by loan class for period ending June 30, 2011 (in thousands):


Impaired Loans with a Recorded Allowance as of June 30, 2011	Recorded Investment		Unpaid Principal		Related Allowance		Average Recorded Investment		Interest Income Recognized

Construction & Land Loans
Commercial properties	$	577	$	577	$	175	$	580	$	—

Residential Real Estate
1-4 Family Residences	$	715	$	715	$	195	$	715	$	20

Commercial Real Estate
Agricultural/Farm Loans	$	364	$	364	$	100	$	364	$	6

Commercial – Non Real Estate
Industrial loans	$	325	$	325	$	192	$	330	$	10


Totals	$	1,981	$	1,981	$	662	$	1,989	$	36

There were no impaired loans without a recorded allowance as of June 30, 2011.

The following table reflects the detailed breakdown of impaired loans with a recorded allowance by loan class for the year ended December 31, 2010 (in thousands):


Impaired Loans with a Recorded Allowance as of December 31, 2010	Recorded Investment		Unpaid Principal		Related Allowance		Average Recorded Investment		Interest Income Recognized

Construction & Land Loans
Commercial properties	$	1,378	$	1,378	$	540	$	1,416	$	4

Residential Real Estate
1-4 Family Residences	$	982	$	982	$	180	$	651	$	35

Commercial Real Estate
Non-owner occupied	$	220	$	662	$	175	$	220	$	—

Commercial – Non Real Estate
Industrial loans	$	241	$	241	$	120	$	202	$	16


Totals	$	2,821	$	3,263	$	1,015	$	2,489	$	55

There were no impaired loans without a recorded allowance as of December 31, 2010.

The following table reflects the amounts of outstanding delinquencies by loan class as of June 30, 2011 (in thousands):


Past Due Loans by Class as of June 30, 2011	30-59 Days		60-89 Days		90 Days or More		Total Past Due		Total Current		Total Loans

Construction & Land Loans
Residential	$	—	$	—	$	—	$	—	$	1,273	$	1,273
Commercial		—		—		—		—		2,647		2,647
Other – Land only		60		—		—		60		1,067		1,127

Residential Real Estate
Equity Lines of Credit		—		—		—		—		1,683		1,683
1-4 Family Residences		17		1,163		159		1,339		53,772		55,111
Multifamily Dwellings		—		—		—		—		5,434		5,434

Commercial Real Estate
Owner occupied		30		68		—		98		22,455		22,553
Non-owner occupied		—		—		—		—		13,989		13,989
Agricultural / Farm loans		—		—		—		—		3,904		3,904
Municipals		—		—		—		—		203		203

Commercial – Non Real Estate
Agricultural		—		—		—		—		97		97
Industrial		308		—		18		326		5,486		5,811
Municipals		—		—		—		—		24		24

Consumer – Non Real Estate
Credit Cards		25		3		8		36		639		675
Automobile loans		321		110		39		470		12,656		13,126
Other personal loans		34		55		3		92		4,573		4,665


Totals Gross Loans	$	795	$	1,399	$	227	$	2,421	$	129,901	$	132,322

The following table represents loans 90 days delinquent and still accruing interest and loans in a nonaccrual status as of June 30, 2011 by loan class (in thousands):


	90 days past due & still accruing interest		Nonaccrual Loans

Construction & Land Loans
Commercial	$	—	$	578

Residential Real Estate
1-4 Family Residences		—		731

Commercial Real Estate
Non-owner occupied		—		183

Commercial Non-Real Estate
Industrial		18		220

Consumer – Non Real Estate
Credit cards		8		—
Automobile loans		39		—
Other consumer loans		3		—


Totals Gross Loans	$	68	$	1,712

The following table reflects the amounts of outstanding delinquencies by loan class as of December 31, 2010 (in thousands):


Past Due Loans by Class as of December 31, 2010	30-59 Days		60-89 Days		90 Days or More		Total Past Due		Total Current		Total Loans

Construction & Land Loans
Residential	$	—	$	—	$	—	$	—	$	708	$	708
Commercial		—		—		589		589		3,878		4,467
Other – Land only		118		88		—		206		902		1,108

Residential Real Estate
Equity Lines of Credit		27		—		—		27		1,507		1,534
1-4 Family Residences		2,894		1,011		623		4,528		48,206		52,734
Multifamily Dwellings		—		—		—		—		5,439		5,439

Commercial Real Estate
Owner occupied		69		402		—		471		24,763		25,234
Non-owner occupied		182		—		220		402		15,275		15,677
Agricultural / Farm loans		—		—		5		5		4,120		4,125
Municipals		—		—		—		—		164		164

Commercial – Non Real Estate
Agricultural	$	—	$	5	$	—	$	5	$	159	$	164
Industrial		517		47		46		610		4,082		4,692
Municipals		—		—		—		—		35		35

Consumer – Non Real Estate
Credit Cards		26		5		—		31		628		659
Automobile loans		368		144		96		608		11,903		12,511
Other personal loans		108		28		7		143		4,107		4,250


Totals Gross Loans	$	4,309	$	1,730	$	1,586	$	7,625	$	125,876	$	133,501

The following table represents loans 90 days delinquent and still accruing interest and loans in a nonaccrual status as of December 31, 2010 by loan class (in thousands):


	90 days past due & still accruing interest		Nonaccrual Loans

Construction & Land Loans
Commercial	$	—	$	1,378

Residential Real Estate
1-4 Family Residences		—		652

Commercial Real Estate
Non-owner occupied		—		412
Agricultural / Farm loans		5		—

Commercial Non-Real Estate
Industrial		46		123

Consumer – Non Real Estate
Automobile loans		18		24
Other personal loans		7		—


Totals Gross Loans	$	76	$	2,589

Loans past due greater than 90 days and still accruing interest at June 30, 2011 and December 31, 2010 totaled $68,000 and $76,000, respectively. Management continually monitors past due accounts and places these accounts in nonaccrual status if the payment plans are not adhered to. Nonaccrual loans excluded from impaired loan disclosure amounted to $209,000 and $216,000, at June 30, 2011 and December 31, 2010, respectively. The nonaccrual loans excluded from impaired loan disclosure at June 30, 2011 and December 31, 2010 consisted primarily of two small business loans and several small consumer installment loans.

Management has developed an internal loan risk rating system as part of its credit analysis process. Loans are assigned an appropriate risk grade at the time of origination based on specific assessment factors relating to the borrower’s ability to meet contractual obligations under the loan agreement. This process includes reviewing borrowers’ financial information, historical payment experience, credit documentation, public information, and other information specific to each borrower. Commercial loan grade assessments also include consideration of business cash flow and debt obligations. Risk grades are generally reviewed on an annual basis for credit relationships with total credit exposure of $500,000 or more, or at any point management becomes aware of information affecting the borrower’s ability to fulfill their obligations. Management utilizes both internal and external loan review processes as a means of monitoring the appropriateness of risk ratings across the loan portfolio.

The specific loan risk rating categories included in the Bank’s internal rating system include pass credits, pass-watch, special mention, substandard, doubtful, and loss. Pass credits generally consist of loans secured by cash or cash equivalents and loans to borrowers with a strong cash flow ratio, stable financial net worth and above average sources of liquidity to meet financial obligations. Pass-watch credits generally consist of loans to borrowers that may have minor, yet manageable, weaknesses related to the stability of cash flow and repayment sources and may require periodic monitoring. Special mention credits are loans that have identified weaknesses or adverse trends in the borrower’s financial position that could potentially impact the bank’s credit position at some future date if not monitored closely. Substandard credits are those loans that have been identified as having a well-defined, specific, or major weakness in the primary cash flow sources or upon which significant reliance is being placed on secondary sources of repayment due to the borrower’s financial difficulties. Potential for losses related to substandard credits is evaluated on a regular basis with specific allocations being made as needed, as well as other corrective actions necessary to protect the institution. Loans categorized as doubtful also have well defined weaknesses with the added characteristic of the likelihood that collection of payment in full is highly questionable or perhaps improbable. Loans classified as loss are considered to be totally uncollectible or of such little value that their continuance on the bank’s books as an asset is not warranted.

The following table represents a summary of the Bank’s loan portfolio by class and internal risk rating as of June 30, 2011 (in thousands):


Loans By Class and Internal Risk Rating as of June 30, 2011	Pass		Pass- Watch		Special Mention		Substandard		Doubtful		Loss		Total Loans

Construction & Land Loans
Residential	$	1,266	$	7	$	—	$	—	$	—	$	—	$	1,273
Commercial		—		2,070		—		577		—		—		2,647
Other – Land only		907		195		25		—		—		—		1,127

Residential Real Estate
Equity Lines of Credit		1,647		36		—		—		—		—		1,683
1-4 Family Residences		45,002		7,055		2,794		260		—		—		55,111
Multifamily Dwellings		2,761		753		1,165		755		—		—		5,434

Commercial Real Estate
Owner occupied		7,960		11,572		2,442		579		—		—		22,553
Non-owner occupied		1,874		8,927		1,409		1,779		—		—		13,989
Agricultural / Farm loans		1,086		2,225		593		—		—		—		3,904
Municipals		190		13		—		—		—		—		203

Commercial – Non Real Estate
Agricultural		18		79		—		—		—		—		97
Industrial		2,245		2,752		603		—		211		—		5,811
Municipals		24		—		—		—		—		—		24

Consumer – Non Real Estate
Credit Cards		639		28		8		—		—		—		675
Automobile loans		13,097		—		29		—		—		—		13,126
Other personal loans		4,584		40		40		1		—		—		4,665


Totals Gross Loans	$	83,300	$	35,752	$	9,108	$	3,951	$	211	$	—	$	132,322

The following table represents a summary of the Bank’s loan portfolio by class and internal risk rating as of December 31, 2010 (in thousands):


Loans By Class and Internal Risk Rating as of December 31, 2010	Pass		Pass- Watch		Special Mention		Substandard		Doubtful		Loss		Total Loans

Construction & Land Loans
Residential	$	699	$	9	$	—	$	—	$	—	$	—	$	708
Commercial		778		2,117		—		1,572		—		—		4,467
Other – Land only		898		183		27		—		—		—		1,108

Residential Real Estate
Equity Lines of Credit		1,514		20		—		—		—		—		1,534
1-4 Family Residences		44,943		5,094		2,490		207		—		—		52,734
Multifamily Dwellings		2,813		772		1,180		674		—		—		5,439

Commercial Real Estate
Owner occupied		10,268		12,862		1,703		401		—		—		25,234
Non-owner occupied		2,339		11,336		—		1,782		220		—		15,677
Agricultural / Farm loans		963		2,564		598		—		—		—		4,125
Municipals		138		26		—		—		—		—		164

Commercial – Non Real Estate
Agricultural		11		153		—		—		—		—		164
Industrial		1,688		2,753		128		—		123		—		4,692
Municipals		35		—		—		—		—		—		35

Consumer – Non Real Estate
Credit Cards		628		31		—		—		—		—		659
Automobile loans		12,470		6		35		—		—		—		12,511
Other personal loans		3,842		74		332		2		—		—		4,250


Totals Gross Loans	$	84,027	$	38,000	$	6,493	$	4,638	$	343	$	—	$	133,501

NOTE 4

ALLOWANCE FOR LOAN LOSSES:

The summary table below includes the allowance allocations and total loans evaluated both individually and collectively for impairment, as well as a roll-forward representation of the activity that has occurred in the allowance account during the quarter ending June 30, 2011 (in thousands):


	Construction & Land Loans			Residential Real Estate			Commercial Real Estate			Commercial Non-Real Estate			Consumer Non-Real Estate			Total
ALLL ending balance 12/31/2010	$	575		$	587		$	540		$	222		$	418		$	2,342

YTD Charge-offs		(391	)		(287	)		—			(31	)		(168	)		(877	)
YTD Recoveries		—			4			—			2			110			116
YTD Provision		42			406			(4	)		87			201			732

ALLL ending Balance 6/30/2011	$	226		$	710		$	536		$	280		$	561		$	2,313


Evaluated individually for impairment		175			195			100			192			—			662

Evaluated collectively for impairment		51			515			436			88			561			1,651

Total Gross Loans 6/30/2011	$	5,047		$	62,228		$	40,649		$	5,932		$	18,466		$	132,322

Evaluated individually for impairment		577			715			364			325			—			1,981

Evaluated collectively for impairment		4,470			61,513			40,285			5,607			18,466			130,341

Management’s quarter-end evaluation of the adequacy of the allowance for loan loss for the period ended June 30, 2011 included certain changes to the Bank’s methodology with regard to the historical allocation factors. Management has reviewed the historical loss ranges and has performed additional analysis to determine a more appropriate historical period by loan type based on the most significant areas of loss history for each loan category. This further analysis was performed in light of the continuing economic challenges and the Bank’s current loan portfolio trends, with regard to charge offs and loan growth activities. Additionally, the allowance for loan loss allocation factors relating to commercial and residential real estate concentrations, commercial loan growth, and classified loans have been increased for the period ending June 30, 2011 to more appropriately reflect the increased risk that is deemed to be associated with these loan categories under the current economic conditions.

The following table represents the effect of the current period changes in the allowance for loan loss methodology as compared to the evaluation factors used in prior periods (in thousands):


	Calculated Provision Based on Current Methodology			Calculated Provision Based on Prior Period Methodology			Difference
Portfolio Segment:
Construction & Land Loans	$	42		$	41		$	1
Residential Real Estate		406			371			35
Commercial Real Estate		(4	)		(33	)		29
Commercial Non-Real Estate		87			87			—
Consumer Non-Real Estate		201			105			96

Total:	$	732		$	571		$	161

The summary table below includes the allowance allocations and total loans evaluated both individually and collectively for impairment by loan segment as of December 31, 2010 (in thousands):


	Construction & Land Loans		Residential Real Estate		Commercial Real Estate		Commercial Non-Real Estate		Consumer Non-Real Estate		Total
ALLL ending balance 12/31/2010	$	575	$	587	$	540	$	222	$	418	$	2,342


Evaluated individually for impairment		540		180		175		120		—		1,015

Evaluated collectively for impairment		35		407		365		102		418		1,327

Total Gross Loans 12/31/2010	$	6,283	$	59,707	$	45,200	$	4,891	$	17,420	$	133,501


Evaluated individually for impairment		1,378		982		220		241		—		2,821

Evaluated collectively for impairment		4,905		58,725		44,980		4,650		17,420		130,680

NOTE 5

EARNINGS PER SHARE:

The following shows the weighted average number of shares for the six month period ending June 30, 2011 and 2010, used in computing earnings per share and the effect on weighted average number of shares diluted potential common stock. Potential dilutive common stock had no effect on income available to common shareholders.


	Six Months Ended June 30, 2011				Six Months Ended June 30, 2010
	Shares		Per Share Amount		Shares		Per Share Amount

Basic earnings per share		1,035,606	$	0.60		1,029,849	$	0.76


Effect of dilutive securities:
Stock Options		—				—


Diluted earnings per share		1,035,606	$	0.60		1,029,849	$	0.76

The weighted average number of shares for the three month period ending June 30, 2011 and 2010, used in computing earnings per share and the effect on weighted average number of shares diluted potential common stock are shown below.


	Three Months Ended June 30, 2011				Three Months Ended June 30, 2010
	Shares		Per Share Amount		Shares		Per Share Amount

Basic earnings per share		1,035,934	$	0.32		1,030,181	$	0.40


Effect of dilutive securities:
Stock Options		—				—


Diluted earnings per share		1,035,934	$	0.32		1,030,181	$	0.40

Stock options representing 4,800 and 5,600 shares were not included in computing diluted EPS because their effects were anti-dilutive for the reporting period ending June 30, 2011 and June 30, 2010, respectively.

NOTE 6

BORROWINGS:

The Bank has a line of credit with the Federal Home Loan Bank of Atlanta upon which credit advances can be made up to 40% of total Bank assets, subject to certain eligibility requirements. FHLB advances bear interest at a fixed or floating rate depending on the terms and maturity of each advance and numerous renewal options are available. These advances are secured by the Bank’s real estate loan portfolio, with a current pledge against the institution’s first lien 1-4 family residential mortgages totaling $51.4 million, as of June 30, 2011. On certain fixed rate advances, the FHLB may convert the advance to an indexed floating rate at some set point in time for the remainder of the term. If the advance converts to a floating rate, the Bank may repay all or part of the advance without a prepayment penalty.

At June 30, 2011, total outstanding borrowings with FHLB were $7.0 million. This outstanding balance is a fixed rate advance with scheduled principal payments due quarterly and a final maturity date of March 1, 2013.

NOTE 7

OTHER EXPENSES:

Other expenses in the consolidated statements of income include the following components:


	June 30,
	2011		2010
	(In Thousands)
ATM Service Fees	$	58	$	52
Data Processing Fees		85		—
Director Fees		61		61
FDIC Assessment		107		111
Professional Fees		215		193
Supplies and Printing		83		78
Telephone Expense		67		61
Sales & Franchise Taxes		71		102
Other		383		315

Total	$	1,130	$	973

NOTE 8

FAIR VALUE MEASUREMENT:

The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. In accordance with the Fair Value Measurements and Disclosures topic of FASB ASC, the fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer the liability in an orderly transaction between market participants at the measurement date. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Company’s various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument.

The recent fair value guidance provides a consistent definition of fair value, which focuses on exit price in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions. If there has been a significant decrease in the volume and level of activity for the asset or liability, a change in valuation technique or the use of multiple valuation techniques may be appropriate. In such instances, determining the price at which willing market participants would transact at the measurement date under current market conditions depends on the facts and circumstances and requires the use of significant judgment. The fair value is a reasonable point within the range that is most representative of fair value under current market conditions.

Fair Value Hierarchy

In accordance with this guidance, the Company groups financial assets and financial liabilities generally measured at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine the fair value.


Level 1 –		Valuation is based on quoted prices in active markets for identical assets and liabilities.

Level 2 –		Valuation is based on observable inputs including quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets and liabilities in less active markets, and model-based valuation techniques for which significant assumptions can be derived primarily from or corroborated by observable data in the market.

Level 3 –		Valuation is based on model-based techniques that use one or more significant inputs or assumptions that are unobservable in the market.

The following describes the valuation techniques used by the Company to measure certain financial assets and liabilities recorded at fair value on a recurring basis in the financial statements:

Securities available for sale: Securities available for sale are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted market prices, when available (Level 1). If quoted market prices are not available, fair values are measured utilizing independent valuation techniques of identical or

similar securities for which significant assumptions are derived primarily from or corroborated by observable market data. Third party vendors compile prices from various sources and may determine the fair value of identical or similar securities by using pricing models that considers observable market data (Level 2).

The following table presents the balances of financial assets measured at fair value on a recurring basis as of June 30, 2011 and December 31, 2010:


			Fair Value Measurements Using:
Description	Balances Outstanding (In Thousands)		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)

As of June 30, 2011
U.S. Government & Agency Securities	$	4,005	$	—	$	4,005	$	—
Mortgage-backed Securities		914		—		914		—

State & Municipals		3,975		—		3,975		—
Corporate Securities		511		—		511		—
Equity Securities		304		—		304		—

Total Available-for-sale securities	$	9,709	$	—	$	9,709	$	—


As of December 31, 2010
U.S. Government & Agency Securities	$	4,504	$	—	$	4,504	$	—
Mortgage-backed Securities		1,115		—		1,115		—
State & Municipals		3,916		—		3,916		—
Corporate Securities		513		—		513		—
Equity Securities		1,120		—		1,120		—

Total Available-for-sale securities	$	11,168	$	—	$	11,168	$	—

Certain assets are measured at fair value on a nonrecurring basis in accordance with GAAP. Adjustments to the fair value of these assets usually result from the application of lower-of-cost-or-market accounting or write-downs of individual assets.

The following describes the valuation techniques used by the Company to measure certain assets recorded at fair value on a nonrecurring basis in the financial statements:

Impaired Loans: The Fair Value Measurement accounting standard also applies to loans measured for impairment including impaired loans measured at an observable market price (if available), or at the fair value of the loan’s collateral (if the loan is collateral dependent). Fair value of the loan’s collateral, when the loan is dependent on collateral, is determined by appraisals or independent valuation which is then adjusted for the cost related to liquidation of the collateral.

Loans are designated as impaired when, in the judgment of management based on current information and events, it is probable that all amounts due according to the contractual terms of the loan agreement will not be collected. The measurement of loss associated with impaired loans can be based on either the observable market price of the loan or the fair value of the collateral. Fair value is measured based on the value of the collateral securing the loans. Collateral may be in the form of real estate or business assets including equipment, inventory, and accounts receivable. The vast majority of the collateral is real estate. The value of real estate collateral is determined utilizing an income or market valuation approach based on an appraisal conducted by an independent, licensed appraiser outside of the Company using observable market data (Level 2). However, if the collateral is a house or building in the process of construction or if an appraisal of the real estate property is over two years old, then the fair value is considered Level 3.

The value of business equipment is based upon an outside appraisal if deemed significant, or the net book value on the applicable business financial statement if not considered significant using observable market data. Internal collateral evaluations relating to commercial loans secured by business assets such as inventory and equipment are generally performed on an annual basis. However, since this is not a formalized or certified valuation, these evaluations are considered to be level 3 for fair value disclosure and reporting purposes. Likewise, values for

inventory and accounts receivables collateral are based on financial statement balances or aging reports (Level 3). Impaired loans allocated to the Allowance for Loan Losses are measured at fair value on a nonrecurring basis. Any fair value adjustments are recorded in the period incurred as provision for loan losses on the Consolidated Statements of Income.

For residential and commercial real estate loans considered to be collateral dependent, appraisals or updated collateral evaluations are generally obtained in conjunction with specific allowance allocations and/or anticipated foreclosure proceedings, on a case by case basis, depending upon the strength of additional mitigating arrangements with individual borrowers.

The outstanding principal balance of impaired loans considered to be collateral dependent in the level 3 category as of June 30, 2011 totaled approximately $325,000 compared to $680,000 as of December 31, 2010. These loans primarily consisted of residential real estate properties with appraisal valuations that were in the process of being updated. As a general rule, management utilizes a significant discount factor for outdated appraisals when calculating its allowance allocation estimates and making specific reserves. Local professional realtors are also contacted regarding potential fair market values in an effort to ensure that the discounted values are within reasonable ranges on individual properties. Additionally, updated tax assessed values are also considered in this evaluation process on a case by case basis.

Other Real Estate Owned: Certain assets such as other real estate owned (OREO) are measured at the lower of loan balance or fair value less cost to sell. Fair value of OREO properties held are generally based on current appraisal values with data less than two years old being considered Level 2 and any older valuation data being considered Level 3, as previously defined above.

The following table summarizes the Company’s assets that were measured at fair value on a nonrecurring basis during the period.


Description	Balances Outstanding (In Thousands)		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets as of June 30, 2011
Impaired Loans, Net of allowance	$	1,319	$	—	$	1,132		187

Other Real Estate Owned	$	1,228	$	—	$	1,228		—


Assets as of December 31, 2010
Impaired Loans, Net of allowance	$	1,806	$	—	$	1,111	$	695

Other Real Estate Owned	$	244	$	—	$	244	$	—

Accounting guidance defines the fair value of a financial instrument as the amount at which a financial instrument could be exchanged in a current transaction between willing parties, other than in a forced liquidation sale. As the majority of the Company’s financial instruments lack an available trading market; significant estimates, assumptions and present value calculations are required to determine estimated fair value. The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value:

Cash and Due From Banks and Federal Funds Sold – For those short-term instruments, the carrying amount is a reasonable estimate of fair value.

Interest Bearing Deposits in Other Banks – Fair values are based on quoted reinvestment market rates available for similar deposits accounts as of the date of this report.

Securities – Fair values, excluding restricted stock, are based on quoted market prices or dealer quotes.

Loans Receivable – For certain homogeneous categories of loans, such as some residential mortgages, and other consumer loans, fair value is estimated using the quoted market prices for securities backed by similar loans, adjusted for differences in loan characteristics. The fair value of other types of loans is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities.

Deposits and Borrowings – The fair value of demand deposits, savings accounts, and certain money market deposits is the amount payable on demand at the reporting date. The fair value of fixed-maturity certificates of deposit is estimated using the rates currently offered for deposits of similar remaining maturities. The fair value of all other deposits and borrowings is determined using the discounted cash flow method. The discount rate was equal to the rate currently offered on similar products.

Accrued Interest – The carrying amounts of accrued interest approximates fair value.

Off-Balance-Sheet Financial Instruments – The fair value of commitments to extend credit is estimated using the fees currently charged to enter similar agreements, taking into account the remaining terms of the agreements and the present credit worthiness of the counter party. For fixed-rate loan commitments, fair value also considers the difference between current levels of interest rates and the committed rates. The fair value of stand-by letters of credit is based on fees currently charged for similar agreements or on the estimated cost to terminate them or otherwise settle the obligations with the counter parties at the reporting date.

At June 30, 2011 and December 31, 2010, the fair value of loan commitments and stand-by letters of credit was immaterial. Therefore, they have not been included in the following table.

Estimated fair value and the carrying value of financial instruments at June 30, 2011 and December 31, 2010 are as follows:


	June 30, 2011				December 31, 2010
	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
	(In Thousands)

Financial Assets

Cash and due from banks	$	4,880	$	4,880	$	4,373	$	4,373

Interest bearing deposits in other banks		11,020		11,044		10,634		10,632

Federal funds sold		500		500		2,550		2,550

Securities available for sale		9,709		9,709		11,168		11,168

Loans, net		129,685		132,345		130,786		133,269

Accrued interest receivable		710		710		681		681

Financial Liabilities

Demand Deposits:

Non-interest bearing		28,812		28,812		25,739		25,739

Interest bearing		21,473		21,473		23,104		23,104

Savings deposits		15,998		15,998		15,746		15,746

Time deposits		70,333		71,211		71,370		72,313

Borrowings		7,000		7,037		11,000		11,073

Accrued interest payable		205		205		246		246

The Company, through its bank subsidiary, assumes interest rate risk (the risk that general interest rate levels will change) as a result of its normal operations. As a result, the fair value of their financial instruments will change

when interest rate levels change and that change may be either favorable or unfavorable. Management attempts to match maturities of assets and liabilities to the extent believed necessary to minimize interest rate risk. However, borrowers with fixed rate obligations are less likely to repay in a rising rate environment and more likely to repay in a falling rate environment. Management monitors rates and maturities of assets and liabilities and attempts to minimize interest rate risk by adjusting terms of new loans and deposits and by investing in securities with terms that mitigate the Company’s overall interest rate risk.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The discussion covers the consolidated financial condition and operations of Pioneer Bankshares, Inc. (“Company”) and its subsidiary Pioneer Bank (“Bank”).

Forward-Looking Statements

This quarterly report on Form 10-Q contains forward-looking statements with respect to the Company’s and the Bank’s financial condition, results of operations and business. These forward-looking statements involve certain risks and uncertainties. When used in this quarterly report or future regulatory filings, in press releases or other public shareholder communications, or in oral statements made with the approval of an authorized executive officer, the words or phrases “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimate,” “project,” “believe,” or similar expressions are intended to identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. We caution the readers and users of this information not to place undue reliance on any such forward-looking statements, which speak only as of the date made, and advise readers that various factors including regional and national economic conditions, changes in the levels of market rates of interest, credit risk and lending activities, and competitive and regulatory factors could affect the financial performance of the Company and the Bank and could cause actual results for future periods to differ materially from those anticipated or projected.

The Company and the Bank do not undertake and specifically disclaim any obligation to publicly release the result of any revisions, which may be made to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements.

Overview

The Company had net earnings as of June 30, 2011 of $623,000 compared to $784,000 for the same period last year. This represents a decrease of approximately $161,000 or 20.6%. This decrease is primarily attributed to additional allowance for loan loss provision expense, as well as other increased expenses related to professional appraisal services and foreclosure property renovations.

The Company has had a decrease in assets since December 2010 of approximately $3.0 million, which is primarily attributed to loan payoffs, the repurchase of certain participation loans earlier this year by a participating institution, as well as certain investment maturities. The Company’s loan portfolio reflects a net decrease of approximately $1.1 million as of June 30, 2011; however, there are additional large commercial loans currently in process, which are expected to offset these decreases over the next several months.

The deposit portfolio has remained relatively stable, with a slight increase of $657,000 as of June 30, 2011. The overall changes in the bank’s deposit portfolio have resulted from reductions in time deposits and increases in interest bearing demand deposits.

The Company’s capital position remains strong as of June 30, 2011 at $19.8 million, or 11.96% as a percentage of total assets. The company has been able to continue to pay quarterly dividend payments of $0.15 per share for the 1st and 2nd quarters of 2011, and has had sufficient cash flow to pay these dividends from the holding company, rather than directly from the bank.

Management recognizes that prevailing economic conditions may have the potential to adversely impact the Company’s operational results, including future earnings, liquidity, and capital resources. Management continually monitors economic factors in an effort to promptly identify specific trends that could have a direct material effect on the Company.

Critical Accounting Policies

General

The Company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The financial information contained within our statements is, to a significant extent, financial information that is based on measures of the financial effects of transactions and events that have already occurred. A variety of factors could affect the ultimate value that is obtained either when earning income, recognizing an expense, recovering an asset, or relieving a liability.

The Company uses historical loss factors as one factor in determining the inherent loss that may be present in our loan portfolio. Actual losses could differ significantly from the historical factors. In addition, GAAP itself may change from one previously acceptable method to another method. Although the economics of our transactions would be the same, the timing of events that would impact our transactions could change.

Allowance for Loan Losses

The allowance for loan losses is an estimate of the losses that may be sustained in our loan portfolio. The allowance is based on two basic accounting standards: 1) Accounting for Contingencies, which requires that losses be accrued when they are considered to be probable and can be reasonably estimated, and 2) Accounting by Creditors for Impairment of a Loan, which requires that losses be accrued based on the differences between the value of collateral, present value of future cash flows or values that are observable in the market and the loan balance.

Management also evaluates the loan portfolio in light of national and local economic trends, changes in the nature and value of the portfolio and industry standards. Allocation factors relating to identified loan concentrations and loan growth trends are included in the calculation of the adequacy of the loan loss reserve. The periodic review of the allowance for loan loss and funding provision considers concentrations of loans in terms of geography, business type or level of risk. Management evaluates the risk elements involved in loans relative to collateral values and maintains the allowance for loan losses at a level which is adequate to absorb credit losses considered to be inherent in the loan portfolio. Management engages the services of an outside loan review firm periodically to evaluate the loan portfolio, provide an independent analysis of significant borrowers, and to assist in identifying potential problem credits. The independent loan review report is used by management as an additional tool for monitoring and minimizing risks that may be inherent in the loan portfolio. Management has also implemented an internal loan review process for the purpose of identifying and monitoring possible loan losses in the portfolio. Other factors considered in management’s evaluation process are changes in lending policies, procedures and underwriting criteria; changes in the nature and volume of the loan portfolio; the experience, ability, and depth of lending management or other lending personnel; the volume and severity of past dues, non-accruals, and classified loans; and other external or regulatory requirements. Regulatory agencies, as an integral part of their examination process, periodically review the estimated losses on loans. Such agencies may require the Bank to recognize additional losses based on their judgment about information available to them at the time of their examination.

The methodology used to calculate the allowance for loan losses and the provision for loan losses is a significant accounting principle, which is based on estimates that are particularly susceptible to significant changes in the economic environment and market conditions.

Goodwill

Goodwill is evaluated on an annual basis for impairments in value and adjusted accordingly. The accounting standards for Business Combinations, Goodwill and Other Intangible Assets require that the purchase method of accounting be used for all business combinations initiated after June 30, 2001. Additionally, it further clarifies the criteria for the initial recognition and measurement of intangible assets separate from goodwill. The provisions of these accounting standards discontinued the amortization of goodwill and intangible assets with indefinite lives. Instead, these assets are subject to an annual impairment review, which must be performed at least annually or more frequently if certain impairment indicators are in evidence. The accounting standards relating to Goodwill also require that reporting units be identified for the purpose of assessing potential future impairments.

Goodwill is included in other assets and totaled $360,000 at June 30, 2011 and December 31, 2010. Goodwill is no longer amortized, but instead is tested for impairment at least annually.

Results of Operations

Net Interest Income

Total interest income decreased $33,000 or 0.71% during the first half of 2011 as compared to the same period for 2010. Total interest expense decreased $194,000 or 20.68% during the six month period ending June 30, 2011, as compared to the same period in 2010. The decreases in interest income and interest expense resulted in a net interest income increase of $161,000 or 4.34% for the period ending June 30, 2011, compared to the period ending June 30, 2010. This net increase is primarily attributed to reduced interest expense on deposits as a result of the current low interest rate environment. The reduced interest income it also attributed to lower market rates for investments and other earning assets.

The average outstanding loan balances as of June 30, 2011 totaled $130.9 million, as compared to $128.8 million as of June 30, 2010. The average yield on loan balances outstanding has decreased from 6.79% as of June 30, 2010 to 6.75% as of June 30, 2011. This decrease in interest yield on loans has been impacted by lower market interest rates and scheduled loan re-pricing activities. The overall average yield on earning assets decreased from 6.12% as of June 30, 2010 to 5.80% as of June 30, 2011, and is also attributed to the low interest rate environment and previously mentioned factors.

The Company’s cost of liabilities decreased from 1.61% as of June 30, 2010 to 1.23% as of June 30, 2011. This is attributed to management’s proactive re-pricing efforts to reduce interest expense on deposit products in conjunction with lower market rates.

The Company’s overall net interest margin decreased from 4.90% as of June 30, 2010 to 4.87% as of June 30, 2011.

Noninterest Income

During the first half of 2011, non-interest income increased by $68,000 or 12.36%, when compared to the same period last year. This increase in non-interest income is primarily related to gains on securities transactions, which are generally considered to be non-recurring income activities. The total gains on securities transactions as of June 30, 2011 were $109,000 compared to losses on securities transactions for the same period last year of $54,000.

Noninterest Expense

During the first half of 2011, non-interest expense increased by $217,000 or 8.26% in comparison to the same period last year. The primary factors contributing to this increase were additional professional fees related to appraisals required for certain real estate loans and OREO properties, as well as additional audit and consulting expenses, and certain expenses associated with the Company’s recent change to an outsourced data processing environment. In prior years, the Company’s recorded data processing expenses were primarily included in equipment and maintenance expense rather than operating expenses. Additionally, salaries and benefit expense increased by $116,000 as of June 30, 2011, when compared to the prior year. This increase is primarily attributed to the addition of new salary expenses relating to staff positions that have remained vacant for an extended period of time. Management’s decisions in previous years regarding salary increases and hiring activities were of a conservative nature in an effort to control costs in the uncertain economic environment.

Financial Condition

Securities

The Company’s securities portfolio is held to assist the Company in liquidity and asset liability management as well as capital appreciation. The securities portfolio generally consists of securities held to maturity and securities available for sale. Securities are classified as held to maturity when management has the intent and ability to hold the securities to maturity. These securities are carried at amortized cost. Securities available for sale include securities that may be sold in response to general market fluctuations, general liquidity needs and other similar factors. Securities available for sale are recorded at market value. Unrealized holding gains and losses of available for sale securities are excluded from earnings and reported (net of deferred income taxes) as a separate component of shareholders’ equity.

As of June 30, 2011, the fair market value of securities available for sale was approximately $353,000 more than the net amortized cost value as shown in Note 2 of the financial statements included in this report. Management continually monitors its securities portfolio with regard to unrealized losses and has a detailed evaluation process for assessing potential other-than-temporary impairments, should unrealized loss positions occur. As of June 30, 2011, there were no securities in an unrealized loss position. Management also recognizes that certain market condition and economic factors can cause valuation fluctuations within the securities portfolio. At this time, management does not expect these potential fluctuations in the value of these securities to have a material impact on earnings.

Investments in securities, including those which were restricted, decreased by approximately $1.5 million during the first half of 2011. The Company generally invests in securities with a relatively short-term maturity due to uncertainty in the direction of interest rates. Of the investments in securities available for sale, 3.13% (based on market value) are invested in equities, most of which are dividend producing and subject to the corporate dividend exclusion for taxation purposes. The equity securities generally include common stocks, which are purchased with the objective of generating additional income. The value of these investments is sensitive to general trends in the stock market and other economic conditions.

Loan Portfolio

The Company operates in a service area in the western portion of Virginia in the counties of Page, Greene, Rockingham and Albemarle, as well as the City of Harrisonburg and the City of Charlottesville, Virginia. The Company does not make a significant number of loans to borrowers outside its primary service area. The Company is active in local residential construction mortgages and consumer lending. Commercial lending includes loans to small and medium sized businesses within its service area.

An inherent risk in the lending of money is that the borrower will not be able to repay the loan under the terms of the original agreement. The allowance for loan losses (see subsequent section) provides for this risk and is reviewed periodically for adequacy. The risk associated with real estate and installment loans to individuals is based upon employment, the local and national economies, and consumer confidence. All of these affect the ability of borrowers to repay indebtedness. The risk associated with commercial lending is substantially based on the strength of the local and national economies in addition to the financial strength of the borrower.

While lending is geographically diversified within the service area, the Company does have loan concentrations in commercial and residential real estate loans, as well as, consumer auto loans. A portion of these loans are made to borrowers who are employed by businesses outside the service area.

During the first half of 2011, net loans decreased by approximately $1.1 million or 0.84%. The decrease in loan volume was primarily in the category of commercial real estate loans. A schedule of loans by type is shown in Note 3 of the consolidated financial statements included in this report.

The risk elements in lending activities include non-accrual loans, loans 90 days or more past due, restructured and impaired loans. Non-accrual loans are loans on which interest accruals have been suspended or discontinued permanently as previously defined in the Company’s significant accounting policies. Restructured loans are loans on which the original interest rate or repayment terms have changed due to the borrower’s financial hardship and were previously discussed in Note 1.

Impaired loans are those loans which have been identified by management as problem credits due to various circumstances concerning the borrower’s financial condition and frequent delinquency status. These loans may not be delinquent to the extent that would warrant a non-accrual classification, however, management has classified these accounts as impaired and is monitoring the circumstances and payment status closely. In most cases, a specific allocation to the Bank’s allowance for loan loss is made for an impaired loan. The total amount of impaired loans as of June 30, 2011 was $2.0 million compared to $2.8 million as of December 31, 2010.

Management has placed approximately $1.5 million of the Bank’s impaired loans in a nonaccrual status as of June 30, 2011. Impaired loans not in nonaccrual status as of June 30, 2011 were approximately $477,000. Specific allocations have been made to the allowance for loan loss account of approximately $662,000 as of June 30, 2011 to cover potential losses that may occur relating to impaired loans.

Management continually monitors past due, non-accrual, and impaired loans and takes necessary collection actions on a consistent basis to minimize losses in the portfolio. Management monitors all non-performing assets in order to promptly identify any loss allocations that should be made. Although the potential exists for additional losses, management believes the Bank is generally well secured and continues to actively work with these customers to effect payment.

Problem loans (serious doubt loans) are loans whereby information known by management indicates that the borrower may not be able to comply with present payment terms. Management was not aware of any problem loans at June 30, 2011 that are not included in the past due or non-accrual loans referred to above.

Allowance for Loan Losses

Management’s analysis process for evaluating the adequacy of the allowance for loan loss is a continual process, which is monitored at least quarterly, or more frequently, as needed. The evaluation process consists of regular periodic reviews of the loans outstanding by loan type. Specific reviews and allocations are made for loans that have been identified as potential loss, in which the borrower’s financial condition has substantially weakened or habitual past due payment activity has occurred. Specific reviews and allocations are also made for various sectors of the loan portfolio that have been identified as higher risk categories. Historical loss ratios are applied to the remaining loan portfolio by loan type, based on the most recent loss trends. Management takes into consideration expected recoveries from prior charge offs as part of its allowance and funding calculation.

The methodology used to calculate the allowance for loan losses and the provision for loan losses is a significant accounting principle which is based on estimates that are particularly susceptible to significant changes in the economic environment and market conditions.

The provision for loan losses and changes in the allowance for loan losses are shown in note 4 of the financial statements included in this report.

The allowance for loan loss balance of $2.3 million, at June 30, 2011, decreased by approximately $29,000 from its level at December 31, 2010. The decrease in the allowance balance is primarily related to a reduction in the total amount of impaired loans of approximately $840,000 that has occurred since December 2010.

Management continues to assess its allocation factors with regard to the current economic trends, historical charge-off data, concentrations of credit within the Bank’s loan portfolio, and trends in non-performing assets as a means of providing sufficient funding for possible losses.

The cumulative balance in the allowance for loan loss account was equal to 1.75% and 1.76% of total loans at June 30, 2011 and December 31, 2010, respectively. This slight fluctuation in the overall allowance for loan loss percentage is considered to be directionally consistent with the changes and trends that have occurred within the portfolio and the recent reduction in impaired loan totals as noted as of June 30, 2011.

The allowance is deemed to be within an acceptable range based on management’s evaluation of the losses inherent in the loan portfolio at the end of this reporting period. The evaluation of the allowance for loan loss account as of June 30, 2011 included specific allocations for certain borrowers, in which the payment performance and collateral value assessment indicates possible future losses. Management exercises the utmost caution and due diligence in allocating for possible loan losses, and follows a conservative methodology in order to protect its investors and to minimize the potential for large fluctuations in future provision expenses. Management’s practice of funding the allowance for loan loss account is to make necessary adjustments on a quarterly basis for the foreseeable period in an attempt to effectively match expenses to loan losses as they are occurring. Large fluctuations or variances outside of the acceptable range as calculated for the necessary allowance for loan loss reserves are recorded directly to income or expense in the reporting period.

The provision expense related to the allowance for loan loss as of June 30, 2011 was $732,000 as compared to $498,000 for the same period last year. This increased provision expense or $234,000 is primarily attributed to allocations that were made during the first half of the year for certain large commercial and real estate loans, one large participation loan balance that was charged off during the first half of 2011, and increases in various allocation factors deemed necessary for the potential risk of loss inherent within particular segments of the loan portfolio.

Management’s evaluation of the allowance for loan losses as of June 30, 2011 and December 31, 2010 concluded that the reserved amount was adequate to cover estimated losses that may occur within the portfolio. The allowance for loan loss account is monitored closely by management on an on-going basis, and is periodically adjusted to ensure that an adequate level of loss coverage is maintained.

Premises, Equipment and Software

During the first half 2011, the Company had purchases relating to premises, equipment or other fixed assets of approximately $105,000. These purchases were primarily related to software and equipment upgrades. The Bank continually monitors technological upgrades in the banking industry, and periodically, in order to achieve higher levels of internal operational efficiency, purchases new or additional equipment relating to such technologies. Management sets specific budget allowances on an annual basis, which are deemed to be adequate to cover expenditures that may arise throughout the year relating to technological upgrades or enhancements.

The Bank executed new contracts with its core data processing vendor during 2010 for various system enhancements relating to certain daily processing functions and operational software upgrades. One major element of these new contracts was the change from an in-house daily processing system to an outsourced environment, in which the core vendor now performs selected back-office operational support functions for the bank. The implementation of these new system functions are expected to provide increased internal efficiencies to the Bank for the future.

Deposits

The Company’s main source of funds is customer deposits received from individuals, governmental entities and businesses located within the Company’s service area. Deposit accounts include demand deposits, savings, money market and certificates of deposit. The Company’s total deposit portfolio has historically remained relatively stable; however, these balances fluctuate with normal daily activity.

During the first half 2011, total deposits increased by approximately $657,000 or 0.48%, with the majority of this growth being attributed to demand deposit and savings accounts. Non interest-bearing demand deposits increased by $3.1 million or 11.94%, while interest-bearing demand deposits decreased by $1.6 million or 7.06%. Savings deposit accounts increased by approximately $252,000 or 1.60%, while time deposits decreased by approximately $1.0 million or 1.45%.

The Company monitors its deposits carefully on an on-going basis in order to provide adequate funding for investment and loan opportunities.

Borrowings

The scheduled repayments and maturities of outstanding FHLB borrowings as of June 30, 2011 are shown in TABLE II of this report.

Capital

The adequacy of the Company’s capital is reviewed by management on an ongoing basis with reference to its size, composition, quality of assets and liability levels, and consistency with regulatory requirements and industry standards. Management seeks to maintain a capital structure that will assure an adequate level to support asset growth, shareholder dividends, and ongoing operational needs.

As of June 30, 2011 and December 31, 2010, the Company’s total capital-to-asset ratios were 11.96% and 11.53%, respectively. The capital ratios for both the Company and the Bank exceed the well-capitalized regulatory guidelines as of June 30, 2011 and earnings have historically been sufficient to allow for consistent dividends to be declared on a quarterly basis.

Liquidity

Liquidity is the ability to meet present and future financial obligations through either the sale or maturity of existing assets or the acquisition of additional funds through liability management. Liquid assets include cash, interest bearing deposits with banks, federal funds sold, investments and loans maturing within one year. The Company’s ability to obtain deposits and purchase funds at favorable rates determines its liquidity exposure. As a result of the Company’s management of liquid assets and the ability to generate liquidity through borrowings, management believes that the Company maintains overall liquidity sufficient to satisfy its depositors’ requirements and meet its customers’ credit needs.

Additional sources of liquidity available to the Company include, but are not limited to, loan repayments, deposits obtained through the adjustment of interest rates, purchases of federal funds and borrowings. To further meet its liquidity needs, the Company also maintains lines of credit with the FHLB and certain correspondent banks.

There are no off-balance sheet items that should impair future liquidity.

Liquidity as of June 30, 2011 is considered to be adequate.

Interest Rate Sensitivity

The Company historically has had a stable core deposit base and, therefore, does not have to rely on volatile funding sources. Because of the stable core deposit base, changes in interest rates should not have a significant effect on liquidity. The Company also uses loan repayments and maturing investments to meet its liquidity needs. The Bank’s membership in the Federal Home Loan Bank System provides additionally liquidity. The matching of long-term receivables and liabilities helps the Company reduce its sensitivity to interest rate changes. The Company reviews its interest rate gap periodically and makes adjustments as needed.

As of June 30, 2011, the Company had a negative cumulative Gap Rate Sensitivity Ratio of 26.16% for the one year re-pricing period, compared with a negative cumulative Gap Rate Sensitivity of 34.19% at December 31, 2010. This negative gap position generally indicates that earnings would improve in a declining interest rate environment as liabilities re-price more quickly than assets. Conversely, earnings would probably decrease in periods during which interest rates are increasing. However, in actual practice, this may not be the case as deposits may not re-price concurrently with changes in rates within the general economy. Management constantly monitors the Company’s interest rate risk and has decided the current position is acceptable for a well-capitalized community bank operating in a rural environment.

Table II contains an analysis, which shows the re-pricing opportunities of earning assets and interest bearing liabilities as of June 30, 2011.

Recent Accounting Pronouncements

In January 2010, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2010-06, “Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements.” ASU 2010-06 amends Subtopic 820-10 to clarify existing disclosures, require new disclosures, and includes conforming amendments to guidance on employers’ disclosures about postretirement benefit plan assets. ASU 2010-06 is effective for interim and annual periods beginning after December 15, 2009, except for disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010 and for interim periods within those fiscal years. The adoption of the new guidance did not have a material impact on the Company’s consolidated financial statements.

In July 2010, the FASB issued ASU 2010-20, “Receivables (Topic 310) – Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses.” The new disclosure guidance significantly expands the existing requirements and will lead to greater transparency into a company’s exposure to credit losses from lending arrangements. The extensive new disclosures of information as of the end of a reporting period became effective for both interim and annual reporting periods ending on or after December 15, 2010. Specific disclosures regarding activity that occurred before the issuance of the ASU, such as the allowance roll forward and modification disclosures, will be required for periods beginning on or after December 15, 2010. The Company has included the required disclosures in its consolidated financial statements.

In December 2010, the FASB issued ASU 2010-28, “Intangible – Goodwill and Other (Topic 350) – When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts.” The amendments in this ASU modify Step 1 of the goodwill impairment test for reporting units with zero or negative carrying amounts. For those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2010. Early adoption is not permitted. The adoption of the new guidance did not have a material impact on the Company’s consolidated financial statements.

In December 2010, the FASB issued ASU 2010-29, “Business Combinations (Topic 805) – Disclosure of Supplementary Pro Forma Information for Business Combinations.” The guidance requires pro forma disclosure for business combinations that occurred in the current reporting period as though the acquisition date for all business combinations that occurred during the year had been as of the beginning of the annual reporting period. If comparative financial statements are presented, the pro forma information should be reported as though the acquisition date for all business combinations that occurred during the current year had been as of the beginning of the comparable prior annual reporting period. ASU 2010-29 is effective for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. Early adoption is permitted. The adoption of the new guidance did not have a material impact on the Company’s consolidated financial statements.

The Securities Exchange Commission (SEC) issued Final Rule No. 33-9002, “Interactive Data to Improve Financial Reporting.” The rule requires companies to submit financial statements in extensible business reporting language (XBRL) format with their SEC filings on a phased-in schedule. Large accelerated filers and foreign large accelerated filers using U.S. GAAP were required to provide interactive data reports starting with their first quarterly report for fiscal periods ending on or after June 15, 2010. All remaining filers are required to provide interactive data reports starting with their first quarterly report for fiscal periods ending on or after June 15, 2011.

In March 2011, the SEC issued Staff Accounting Bulletin (SAB) 114. This SAB revises or rescinds portions of the interpretive guidance included in the codification of the Staff Accounting Bulletin Series. This update is intended to make the relevant interpretive guidance consistent with current authoritative accounting guidance issued as a part of the FASB’s Codification. The principal changes involve revision or removal of accounting guidance references and other conforming changes to ensure consistency of referencing through the SAB Series. The effective date for SAB 114 is March 28, 2011. The adoption of the new guidance did not have a material impact on the Company’s consolidated financial statements. The Company has included the required disclosures in this 10-Q report.

In April 2011, the FASB issued ASU 2011-02, “Receivables (Topic 310) – A Creditor’s Determination of Whether a Restructuring Is a Troubled Debt Restructuring.” The amendments in this ASU clarify the guidance on a creditor’s evaluation of whether it has granted a concession to a debtor. They also clarify the guidance on a creditor’s evaluation of whether a debtor is experiencing financial difficulty. The amendments in this ASU are effective for the first interim or annual period beginning on or after June 15, 2011. Early adoption is permitted. Retrospective application to the beginning of the annual period of adoption for modifications occurring on or after the beginning of the annual adoption period is required. As a result of applying these amendments, an entity may identify receivables that are newly considered to be impaired. For purposes of measuring impairment of those receivables, an entity should apply the amendments prospectively for the first interim or annual period beginning on or after June 15, 2011. The Company will adopt ASU 2011-02 and include the required disclosures in its consolidated financial statements in the third quarter 10-Q report.

In April 2011, the FASB issued ASU 2011-03, “Transfers and Servicing (Topic 860) – Reconsideration of Effective Control for Repurchase Agreements.” The amendments in this ASU remove from the assessment of effective control (1) the criterion requiring the transferor to have the ability to repurchase or redeem the financial assets on substantially the agreed terms, even in the event of default by the transferee and (2) the collateral maintenance implementation guidance related to that criterion. The amendments in this ASU are effective for the first interim or annual period beginning on or after December 15, 2011. The guidance should be applied prospectively to transactions or modifications of existing transactions that occur on or after the effective date. Early adoption is not permitted. The Company is currently assessing the impact that ASU 2011-03 will have on its consolidated financial statements.

In May 2011, the FASB issued ASU 2011-04, “Fair Value Measurement (Topic 820) – Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs.” This ASU is the result of joint efforts by the FASB and IASB to develop a single, converged fair value framework on how (not when) to measure fair value and what disclosures to provide about fair value measurements. The ASU is largely consistent with existing fair value measurement principles in U.S. GAAP (Topic 820), with many of the amendments made to eliminate unnecessary wording differences between U.S. GAAP and IFRSs. The amendments are effective for interim and annual periods beginning after December 15, 2011 with prospective application. Early application is not permitted. The Company is currently assessing the impact that ASU 2011-04 will have on its consolidated financial statements.

In June 2011, the FASB issued ASU 2011-05, “Comprehensive Income (Topic 220) – Presentation of Comprehensive Income.” The objective of this ASU is to improve the comparability, consistency and transparency of financial reporting and to increase the prominence of items reported in other comprehensive income by eliminating the option to present components of other comprehensive income as part of the statement of changes in stockholders’ equity. The amendments require that all non-owner changes in stockholders’ equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The single statement of comprehensive income should include the components of net income, a total for net income, the components of other comprehensive income, a total for other comprehensive income, and a total for comprehensive income. In the two-statement approach, the first statement should present total net income and its components followed consecutively by a second statement that should present all the components of other comprehensive income, a total for other comprehensive income, and a total for comprehensive income. The amendments do not change the items that must be reported in other comprehensive income, the option for an entity to present components of other comprehensive income either net of related tax effects or before related tax effects, or the calculation or reporting of earnings per share. The amendments in this ASU should be applied retrospectively. The amendments are effective for fiscal years and interim periods within those years beginning after December 15, 2011. Early adoption is permitted because compliance with the amendments is already permitted. The amendments do not require transition disclosures. The Company is currently assessing the impact that ASU 2011-05 will have on its consolidated financial statements.

Securities and Exchange Commission Web Site

The Securities and Exchange Commission maintains a Web site (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Commission, including Pioneer Bankshares, Inc.

TABLE I

PIONEER BANKSHARES, INC.

NET INTEREST MARGIN ANALYSIS

(On a Fully Tax Equivalent Basis)

(Dollar Amounts in Thousands)


	Six Months Ended							Six Months Ended
	June 30, 2011							June 30, 2010
	Average		Income/					Average		Income/
	Balance		Expense		Rates			Balance		Expense		Rates

Interest Income
Loans ¹
Commercial	$	5,647	$	187		6.62	%	$	6,817	$	234		6.87	%
Real estate		107,424		3,355		6.25	%		105,622		3,332		6.31	%
Installment		17,249		827		9.59	%		15,723		754		9.59	%
Credit Card		628		52		16.56	%		614		53		17.26	%
Federal funds sold		5,159		6		0.23	%		2,350		3		0.26	%
Interest Bearing Deposits		13,172		51		0.77	%		10,030		68		1.36	%
Investments
Taxable		4,307		57		2.65	%		5,777		106		3.67	%
Nontaxable ²		5,530		82		2.97	%		6,347		141		4.44	%


Total earning assets		159,116		4,617		5.80	%		153,280		4,691		6.12	%


Interest Expense
Demand deposits		25,434		86		0.68	%		19,872		67		0.67	%
Savings		16,167		26		0.32	%		16,165		26		0.32	%
Time deposits		70,540		585		1.66	%		70,331		796		2.26	%
Borrowings		8,461		47		1.11	%		9,998		49		0.98	%


Total Interest Bearing Liabilities	$	120,602	$	744		1.23	%	$	116,366	$	938		1.61	%


Net Interest Income				3,873							3,753


Net Interest Margin						4.87	%						4.90	%

¹	Nonaccrual loans are included in computing the average balances.

²	An incremental tax rate of 34% and a 70% dividend exclusion was used to calculate the tax equivalent income.

PIONEER BANKSHARES, INC.

NET INTEREST MARGIN ANALYSIS

(On a Fully Tax Equivalent Basis)

(Dollar Amounts in Thousands)


	Three Months Ended June 30, 2011							Three Months Ended June 30, 2010
	Average Balance		Income/ Expense		Rates			Average Balance		Income/ Expense		Rates

Interest Income
Loans ¹
Commercial	$	5,815	$	96		6.60	%	$	6,613	$	107		6.47	%
Real estate		107,340		1,687		6.29	%		106,506		1,682		6.32	%
Installment		17,521		422		9.63	%		15,812		377		9.54	%
Credit card		634		26		16.40	%		609		26		17.08	%
Federal funds sold		4,865		3		0.25	%		1,897		1		0.21	%
Interest Bearing Deposits		13,268		24		0.72	%		12,282		38		1.24	%
Securities
Taxable		4,824		30		2.49	%		6,252		52		3.33	%
Nontaxable ²		5,499		19		1.38	%		6,296		71		4.51	%


Total earning assets		159,766		2,307		5.78	%		156,267		2,354		5.91	%


Interest Expense
Demand deposits		25,204		42		0.67	%		20,853		32		0.61	%
Savings		16,303		13		0.32	%		16,409		16		0.39	%
Time deposits		71,485		292		1.63	%		69,743		372		2.13	%
Borrowings		7,675		22		1.15	%		11,863		43		1.45	%


Total Interest Bearing Liabilities	$	120,667	$	369		1.22	%	$	118,868	$	463		1.56	%


Net Interest Income			$	1,938						$	1,891


Net Interest Margin						4.85	%						4.84	%

¹	Nonaccrual loans are included in computing the average balances.

²	An incremental tax rate of 34% and a 70% dividend exclusion was used to calculate the tax equivalent income.

TABLE II

PIONEER BANKSHARES, INC.

INTEREST SENSITIVITY ANALYSIS

JUNE 30, 2011

(Dollar Amounts in Thousands)


	0-3			4-12			1-5			Over 5			Not			Total
	Months			Months			Years			Years			Classified			Total
Uses of Funds:

Loans¹	$	12,891		$	9,482		$	62,989		$	46,636		$	—		$	131,998
Interest bearing bank deposits		5,770			3,250			2,000			—			—			11,020
Investment securities²		2,500			—			3,639			2,755			815			9,709
Restricted stock		—			—			—			—			857			857
Federal funds sold		500			—			—			—			—			500


Total		21,661			12,732			68,628			49,391			1,672			154,084


Sources of Funds:

Interest bearing demand deposits		21,473			—			—			—			—			21,473
Regular savings		15,998			—			—			—			—			15,998
Certificates of deposit $100,000 and over		2,611			11,719			11,143			—			—			25,473
Other certificates of deposit		3,369			19,537			21,954			—			—			44,860
Borrowings		—			—			7,000			—			—			7,000


Total	$	43,451		$	31,256		$	40,097		$	—		$	—		$	114,804


Discrete Gap	$	(21,790	)	$	(18,524	)	$	28,531		$	49,391		$	1,672		$	39,280

Cumulative Gap	$	(21,790	)	$	(40,314	)	$	(11,783	)	$	37,608		$	39,280

Ratio of Cumulative Gap To Total Earning Assets at June 30, 2011		-14.14	%		-26.16	%		-7.65	%		24.41	%		25.49	%


Ratio of Cumulative Gap To Total Earning Assets at December 31, 2010		-25.62	%		-34.19	%		-9.92	%		21.86	%		23.49	%

¹	Nonaccrual loans are included in the loan totals.

²	Investment securities are reflected at fair value.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Not Applicable

Item 4. Controls and Procedures

As a result of the enactment of the Sarbanes-Oxley Act of 2002, issuers such as Pioneer Bankshares, Inc. that file periodic reports under the Securities Exchange Act of 1934 (the “Act”) are required to include in those reports certain information concerning the issuer’s controls and procedures for complying with the disclosure requirements of the federal securities laws. These disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports it files or submits under the Act, is communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

The Company has established disclosure controls and procedures to ensure that material information related to Pioneer Bankshares, Inc. is made known to our principal executive officers, and principal financial officer on a regular basis, in particular during the periods in which our quarterly and annual reports are being prepared. As required, the Company evaluates the effectiveness of these disclosure controls and procedures on a quarterly basis, and has done so as of the end of the period covered by this report. Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are adequate and effective. There were no changes in the Company’s internal control over financial reporting during the quarter ended June 30, 2011, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Part II - Other Information

Item 1.

Legal Proceedings.

In the ordinary course of its operations, the Company and its subsidiaries are parties to various legal proceedings. Based on the information presently available, and after consultation with legal counsel, management believes that the ultimate outcome in such proceedings, in the aggregate, will not have a material adverse effect on the business or the financial condition or results of operations of the Company.

Item 1A.

Risk Factors.

Not Applicable

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

The Company has a stock repurchase program authorized with 5,000 shares remaining available for repurchase. There have been no repurchase transactions during 2011.

Item 3.

Defaults Upon Senior Securities.

Not Applicable

Item 4.

Reserved.

Not Applicable

Item 5.

Other Information.

Not Applicable

Item 6.

Exhibits.


31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) (filed herewith).

31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) (filed herewith).

32		Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Presentation Linkbase Document

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 BANKSHARES, INC.

Date: August 12, 2011		By: /s/ THOMAS R. ROSAZZA
		Thomas R. Rosazza
		President and Chief Executive Officer

Date: August 12, 2011		By: /s/ LORI G. HASSETT
		Lori G. Hassett
		Vice President and Chief Financial Officer

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