<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington DC 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For quarter ended September 30, 1997
------------------
Commission file number 0-14506
-------
Pioneer American Holding Company, Corp.
---------------------------------------
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2319931
------------ ----------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
41 North Main Street, Carbondale PA 18407
- ------------------------------------ -----
(Address of principal executive offices) (Zip Code)
(717) 282-2662
--------------
(Registrant's telephone number including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by the Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter periods that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes x No__.
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as the latest practical date.
Common Stock, $1.00 Par Value--2,862,874 common shares as of September 30, 1997.
<PAGE>
INDEX
-----
PIONEER AMERICAN HOLDING COMPANY, CORP.
---------------------------------------
PART I. FINANCIAL INFORMATION
- ------- ---------------------
<TABLE>
<CAPTION>
Item 1. Financial Statements (Unaudited)
<S> <C>
Condensed consolidated balance sheets--September 30, 1997,
December 31, 1996 and September 30, 1996.---------------------------------Pages 2-3
Condensed consolidated statements of income--Nine months
ended September 30, 1997 and 1996-----------------------------------------Page 4
Condensed consolidated statements of cash flows--Nine months
ended September 30, 1997 and 1996.----------------------------------------Pages 5-6
Notes to condensed consolidated financial statements--
September 30, 1997.-------------------------------------------------------Pages 7-10
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.-------------------------------------------------Pages 11-14
PART II. OTHER INFORMATION
- -------- -----------------
Item 1. Legal Proceedings----------------------------------------------------------Page 15
Item 2. Changes in Securities------------------------------------------------------Page 15
Item 3. Defaults upon Senior Securities--------------------------------------------Page 15
Item 4. Submission of Matters to a Vote of Security Holders------------------------Page 15
Item 5. Other Information----------------------------------------------------------Page 15
Item 6. Exhibits and Reports on form 8-K-------------------------------------------Page 15
SIGNATURES--------------------------------------------------------------------------Page 16
</TABLE>
1
<PAGE>
PIONEER AMERICAN HOLDING COMPANY CORP.
Consolidated Balance Sheets (Unaudited)
<TABLE>
<CAPTION>
(Dollars in thousands)
=================================================================================================================
September 30, December 31, September 30,
Assets 1997 1996 1996
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Cash and due from banks $ 13,365 14,573 15,115
Federal funds sold 4,475 6,455 9,075
Securities available for sale (cost of securities of $99,454
on September 30, 1997, $76,292 on December 31, 1996
and $65,677 on September 30, 1996)
U.S. Treasury securities 1,997 2,504 2,498
Federal agency mortgage backed obligations 32,782 7,822 7,817
Other obligations of Federal agencies 54,055 58,852 50,896
Obligations of states and political subdivisions 7,560 4,755 914
Other securities 3,688 2,086 2,086
- -----------------------------------------------------------------------------------------------------------------
Total securities available for sale 100,082 76,019 64,211
- -----------------------------------------------------------------------------------------------------------------
Investment securities (approximate market value of $39,425
on September 30, 1997, $20,960 on Dec 31, 1996 and
$21,959 on September 30, 1996)
Federal agency mortgage backed obligations 19,813 - -
Other obligations of Federal agencies 7,001 9,669 10,677
Obligations of states and political subdivisions 12,340 11,191 11,252
Corporate notes - - 200
- -----------------------------------------------------------------------------------------------------------------
Total investment securities 39,154 20,860 22,129
- -----------------------------------------------------------------------------------------------------------------
Loans, net of unearned discount and deferred loan fees 206,121 204,048 211,072
Allowance for possible loan losses (2,663) (2,750) (2,832)
- -----------------------------------------------------------------------------------------------------------------
Net loans 203,458 201,298 208,240
- -----------------------------------------------------------------------------------------------------------------
Accrued interest receivable 2,824 2,592 2,469
Premises and equipment 5,448 5,076 5,058
Other real estate owned 1,127 776 925
Other assets 2,649 1,896 3,605
Cost in excess of fair value of net assets acquired
(net of accumulated amortization of $904 September 30, 1997
$875 December 31, 1996 and $865 September 30,1996) 639 668 678
- -----------------------------------------------------------------------------------------------------------------
Total assets $ 373,221 330,213 331,505
=================================================================================================================
</TABLE>
2
<PAGE>
PIONEER AMERICAN HOLDING COMPANY, CORP.
Consolidated Balance Sheets, Continued (Unaudited)
<TABLE>
<CAPTION>
(Dollars in thousands)
===============================================================================================================
September 30, December 31, September 30,
Liabilities and Stockholders' Equity 1997 1996 1996
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Deposits:
Demand - noninterest bearing $ 39,917 37,643 42,144
NOW and Super NOW 28,513 23,410 23,539
Savings 50,419 53,175 52,371
Money Market 24,058 25,020 23,800
Time 154,162 156,698 155,955
- ---------------------------------------------------------------------------------------------------------------
Total deposits 297,069 295,946 297,809
- ---------------------------------------------------------------------------------------------------------------
Accrued interest payable 2,354 2,201 1,917
Dividends payable 544 481 481
Note payable 275 275 275
Other borrowed money 37,984 - -
Other liabilities 2,489 1,047 2,109
- ---------------------------------------------------------------------------------------------------------------
Total liabilities 340,715 299,950 302,591
- ---------------------------------------------------------------------------------------------------------------
Stockholders' equity:
Common stock, $1 par value per share,
25,000,000 shares authorized; 2,862,874 shares on
September 30, 1997, 2,828,912 on Dec. 31, 1996 and
2,828,912 on September 30, 1996 issued and outstanding 2,863 2,829 2,829
Additional paid-in capital 11,473 11,233 11,233
Undivided profits 17,755 16,381 15,820
Net unrealized holding gains(losses) on
available for sale securities 415 (180) (968)
- ---------------------------------------------------------------------------------------------------------------
Total stockholders' equity 32,506 30,263 28,914
- ---------------------------------------------------------------------------------------------------------------
Total liabilities and stockholders' equity $ 373,221 330,213 331,505
===============================================================================================================
</TABLE>
3
<PAGE>
PIONEER AMERICAN HOLDING COMPANY, CORP.
Consolidated Statements of Income (Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
(Dollars in thousands) (Dollars in thousands)
============================================================================================================================
September 30, September 30, September 30, September 30,
1997 1996 1997 1996
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Interest income:
Interest and fees on loans $ 4,560 4,637 13,513 13,737
Interest on Federal funds sold 93 24 263 190
Interest on investments:
Taxable 1,722 1,281 5,072 3,947
Non-taxable 264 156 742 402
- ----------------------------------------------------------------------------------------------------------------------------
Total interest income 6,639 6,098 19,590 18,276
- ----------------------------------------------------------------------------------------------------------------------------
Interest expense:
Interest on other borrowed money & note payable 339 52 910 70
Interest on deposits 2,832 2,578 8,533 8,078
- ----------------------------------------------------------------------------------------------------------------------------
Total interest expense 3,171 2,630 9,443 8,148
- ----------------------------------------------------------------------------------------------------------------------------
Net interest income 3,468 3,468 10,147 10,128
Provision for possible loan losses 140 80 415 315
- ----------------------------------------------------------------------------------------------------------------------------
Net interest income after provision for loan losses 3,328 3,388 9,732 9,813
- ----------------------------------------------------------------------------------------------------------------------------
Other operating income:
Service charges on deposit accounts 334 296 1,009 815
Gain on call of securities 1 - 3 -
Gain on sale of available for sale securities 118 - 154 -
Other income 285 159 736 442
- ----------------------------------------------------------------------------------------------------------------------------
Total other operating income 738 455 1,902 1,257
- ----------------------------------------------------------------------------------------------------------------------------
Other operating expenses:
Salaries and employee benefits 1,325 1,283 3,846 3,791
Net occupancy expense of bank premises 257 190 769 635
Furniture and equipment expenses 171 154 512 464
Data processing expense 60 64 182 181
Other expenses 764 801 2,325 2,197
- ----------------------------------------------------------------------------------------------------------------------------
Total other operating expenses 2,577 2,492 7,634 7,268
- ----------------------------------------------------------------------------------------------------------------------------
Income before income taxes and cumulative effect
of change in accounting principle 1,489 1,351 4,000 3,802
Income tax expense 419 403 1,114 1,140
- ----------------------------------------------------------------------------------------------------------------------------
Net income $ 1,070 948 2,886 2,662
============================================================================================================================
Per Share Data:
Primary net income per common share equivalent $ 0.36 0.32 0.98 0.91
Fully diluted net income per common share equivalent 0.36 0.32 0.98 0.91
============================================================================================================================
Weighted average of primary shares(including
dilutive common stock equivalents) 2,944,964 2,920,514 2,939,124 2,918,630
Weighted average of fully dilutive shares(including
common stock equivalents) 2,944,964 2,920,514 2,939,124 2,918,630
</TABLE>
4
<PAGE>
PIONEER AMERICAN HOLDING COMPANY, CORP
Consolidated Statements of Cash Flows (Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
(Dollars in thousands)
=========================================================================================================
September 30, September 30,
1997 1996
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 2,886 2,662
Adjustments to reconcile net income to net
cash from operating activities:
Net gain on call of securities (154) -
Net gain on securities available for sale (3) -
Accretion of discount on securities
and money market investments (49) (82)
Amortization of premium on investment
securities 58 84
Provision for possible loan losses 415 315
Increase in deferred loan fees 12 12
Decrease (increase) in accrued interest receivable (232) 164
Depreciation and amortization of premises
and equipment 635 572
Gain on sales of premises and equipment (5) (7)
Loss on sale of other real estate 11 104
Proceeds from the sale of mortgages
and PHEAA loans 2,913 2,727
Net increase in mortgage and PHEAA loans
held for sale, excluding provision for
loans losses and change in deferred
loan fees (2,462) (1,197)
Gain on sale of mortgages and PHEAA loans (39) (32)
Increase in other assets (1,059) (1,655)
Amortization of goodwill 29 29
Increase in accrued interest payable 153 (185)
Increase in other liabilities 1,442 1,001
- ---------------------------------------------------------------------------------------------------------
Total adjustments to reconcile net income to net cash
from operating activities 1,665 1,850
- ---------------------------------------------------------------------------------------------------------
Net cash from operating activities 4,551 4,512
- ---------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
Proceeds from maturities and calls of investment
securities 4,873 6,475
Proceeds from maturities and calls of
securities available for sale 24,446 29,823
Proceeds from sales of securities available for sale 17,799 6,327
Purchases of investment securities (44,593) (4,445)
Purchases of securities available for sale (43,833) (31,487)
Net increase in loans made to customers, excluding
provision for loan losses and change in
deferred loan fees (3,645) (15,700)
Acquisition of premises and equipment (1,037) (854)
Proceeds from sale of premises and equipment 35 14
Proceeds from sale of other real estate 284 93
=========================================================================================================
Net cash used in investing activities (45,671) (9,754)
- ---------------------------------------------------------------------------------------------------------
</TABLE>
5
<PAGE>
PIONEER AMERICAN HOLDING COMPANY, CORP.
Consolidated Statements of Cash Flows, Continued (Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
(Dollars in thousands)
========================================================================================================
September 30, September 30,
1997 1996
- --------------------------------------------------------------------------------------------------------
<S> <C> <C>
Cash flows from financing activities:
Net increase in demand, NOW and Super NOW,
savings, money market and time deposits. $ 1,123 9,557
Dividends paid (1,448) (1,356)
Exercise of stock options 273 54
Increase in other borrowed money 37,984 -
- --------------------------------------------------------------------------------------------------------
Net cash from financing activities 37,932 8,255
- --------------------------------------------------------------------------------------------------------
Net (decrease) increase in cash and cash equivalents (3,188) 3,013
Cash and cash equivalents at beginning of period 21,028 21,177
- --------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period $ 17,840 24,190
- --------------------------------------------------------------------------------------------------------
Supplemental Disclosure:
Cash payments for interest 9,290 8,333
Cash payments for income taxes 992 1,200
Transfer of assets from loans
to other real estate 646 190
Net unrealized loss (gain) on securities
available for sale (901) 1,326
Tax effect on unrealized loss (gain)
on securities available for sale (306) 451
========================================================================================================
</TABLE>
6
<PAGE>
Notes to Condensed Consolidated Financial Statements
- ----------------------------------------------------
(1) Summary of Significant Accounting Policies:
Business--Pioneer American Holding Company Corp. (the "Company") and its
wholly owned subsidiary, Pioneer American Bank, National Association ("Pioneer")
provide a wide range of banking services to individual and corporate customers
through its branch banks in Lackawanna, Luzerne, Wayne, Wyoming, Susquehanna and
Monroe counties in Northeastern Pennsylvania. Pioneer is subject to competition
from other financial institutions and other financial services companies.
Pioneer is subject to the regulations of certain federal agencies and undergoes
periodic examinations by those regulatory authorities.
Basis of Financial Statement Presentation--The accompanying consolidated
financial statements were prepared in accordance with instructions to Form 10-Q,
and therefore, do not include information or footnotes necessary for a complete
presentation of financial position, results of operations and cash flows in
conformity with generally accepted accounting principles. However, all normal,
recurring adjustments which, in the opinion of management, are necessary for a
fair presentation of the financial statements, have been included. These
financial statements should be read in conjunction with the audited financial
statements and the notes thereto included in the Company's Annual Report for the
period ended December 31, 1996. The results for the nine months ended September
30, 1997 are not necessarily indicative of the results that may be expected for
the year ended December 31, 1997. All material intercompany balances and
transactions between the Company and its subsidiary have been eliminated. In
preparing the financial statements, management is required to make estimates and
assumptions that affect the reported amounts of assets and liabilities as of
date of the balance sheet and revenues and expenses for the period. Actual
results could differ significantly from those estimates.
Material estimates that are particularly susceptible to significant change
in the near-term relate to the determination of the allowance for possible loan
losses and the valuation of real estate acquired in connection with foreclosures
or in satisfaction of loans. In connection with the determination of the
allowances for possible loan losses and real estate owned, management obtains
independent appraisals for significant properties to the extent considered
practical.
Mortgage Loans Held for Sale--The Company has identified certain loans as
held for sale. These loans consist primarily of fixed rate residential mortgages
and are recorded at the lower of cost or estimated market value.
Securities Available for Sale--Securities available for sale are accounted
for at fair value and the unrealized gains and losses are accounted for as a
separate component of stockholders equity, net of tax.
Investment Securities Held to Maturity--Investment securities held to
maturity are carried at cost, adjusted for the amortization of the related
premiums or the accretion of the related discounts into interest income using a
method which approximates level-yield over the estimated remaining period until
maturity. The Company believes it has the intent and ability to hold to maturity
its portfolio of investment securities as part of its portfolio of long-term
interest earning assets.
Interest Revenue and Expenses--Interest revenue and expenses are accrued on
various methods which approximate a level yield or cost when related to
principal amounts outstanding. Unearned discount on loans is amortized to income
by a method which also approximates a level yield on the principal amounts
outstanding.
Loan Fees--Loan origination fees and direct loan origination costs are
recognized over the life of the related loan as an adjustment of the loan's
yield.
Non-accrual Loans--The accrual of interest on loans is discontinued when
payment of principal or interest is considered doubtful of collection. Loans on
which payments are ninety days or more past due are considered non-accrual
unless the loan is both well secured and in the process of collection. When
interest accrual is discontinued, the interest receivable which was previously
credited to income is reversed.
Allowance for Possible Loan Losses--The provision for possible loan losses
charged to operating expenses reflects the amount deemed appropriate by
management to produce a reserve adequate to meet the present risk
characteristics of Pioneer's loan portfolio. Management's judgment is based on
the evaluation of individual loans and their overall risk characteristics, past
experiences with respect to the relationship of its loan losses to the loan
portfolio, the assessment of current economic conditions and other relevant
factors.
Management believes that the allowance for possible loan losses is adequate.
While management uses available information to make its evaluations, future
adjustments to the allowance may be necessary if economic conditions differ
7
<PAGE>
Notes to Condensed Consolidated Financial Statements, continued
- ---------------------------------------------------------------
(1) Summary of Significant Accounting Policies, continued:
substantially from the assumptions used in making the evaluations. In addition,
various regulatory agencies, as an integral part of their examination process,
periodically review Pioneer's allowance for possible loan losses. Such agencies
may require Pioneer to recognize additions to the allowances based on their
judgments about information available to them at the time of their examination.
Premises and Equipment--Premises and equipment are stated at cost less
accumulated depreciation and amortization. Depreciation is computed on a
straight-line basis over the estimated lives of the related assets as follows:
building 20-33 years; building and land improvements 5-10 years; equipment 3-12
years; and leasehold improvements over 10-15 years. No depreciation is taken on
capital projects-in-progress until such projects are completed and placed in
service. Maintenance and repairs are charged to operations as incurred.
Other Real Estate Owned--Other real estate owned consists of real estate
acquired through foreclosure and is stated at the lower of estimated fair value,
less estimated disposal costs, or cost. Allowances for declines in value
subsequent to acquisition were not necessary at September 30, 1997, December 31,
1996 and September 30, 1996. While management uses the best information
available to make its evaluations, future adjustments to the valuation of other
real estate may be necessary if economic conditions differ significantly from
the assumption used in making the evaluation.
Cost in Excess of Fair Value of Net Assets Acquired--Cost in excess of fair
value of net assets acquired arose from an acquisition in 1976 and is being
amortized on a straight-line basis over a period of 40 years.
Income Taxes--The Company accounts for income taxes in accordance with
Financial Accounting Standards Board (FASB) Statement No. 109, Accounting for
Income Taxes, (SFAS No. 109) Under SFAS No. 109, deferred tax assets and
liabilities are recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the periods in which those temporary differences are expected to be
recovered or settled.
Cash and Cash Equivalents--For purposes of reporting cash flows, cash and
cash equivalents include cash on hand, amounts due from banks, and Federal funds
sold. Generally, Federal funds are sold for one-day periods.
Impaired Loans--As of September 30, 1997, the Company had impaired loans
with a total recorded investment of $1,869,000 and $927,000 on September 30,
1996. The average recorded investment for the nine month period ended September
30, 1997 was $1,923,000 and $1,144,000 on September 30, 1996. As of September
30, 1997, the amount of recorded investment in impaired loans for which there is
a related allowance for credit losses and amount of the allowance is $1,032,000
and $254,000 respectively and $975,000 and $354,000 for the prior year. The
amount of the recorded investment in impaired loans for which there was no
related allowance for credit losses at September 30, 1997 was $837,000 and $0 on
September 30, 1996. For purposes of applying the measurement criteria for
impaired loans under SFAS No. 114, as amended, the Company excludes large groups
of smaller-balance homogeneous loans, primarily consisting of residential real
estate loans and consumer loans, as well as commercial, financial, and
agricultural loans with balances less than $100,000. For applicable loans, the
Company evaluates the need for impairment recognition when a loan becomes
nonaccrual, or earlier if based on management's assessment of the relevant facts
and circumstances, it is probable that a creditor will be unable to collect all
assets due according to the contractual terms of the loan agreement. The
Company's policy for the recognition of interest income on impaired loans is the
same as for nonaccrual loans (described previously). Cash receipts on impaired
loans are not recognized as income, but are applied to principal. Impaired loans
are charged off when the Company determines that foreclosure is probable and the
fair value of the collateral is less than the recorded investment of the
impaired loan.
In June 1996, the FASB issued SFAS No. 125, Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities. This
Statement provides accounting and reporting standards for transfer and servicing
of financial assets and extinguishments of liabilities based on consistent
application of a financial - components approach that focuses on control. It
distinguishes transfer of financial assets that are sales from transfer that are
secured borrowings. SFAS No. 125 is required to be adopted by the Company in
1997, except for certain sections of SFAS No. 125 which are deferred in
accordance with SFAS No. 127. The adoption of the applicable sections of SFAS
No. 125 did not materially effect the Company's results of operation, financial
condition, or stockholders' equity.
8
<PAGE>
Notes to Condensed Consolidated Financial Statements, continued
- ---------------------------------------------------------------
(1) Continued:
In February 1997, the FASB issued SFAS No. 128, Earning Per Share. This
statement establishes standards for computing and presenting earnings per share
(EPS) and applies to entities with publicly held common stock or potential
common stock. This Statement simplifies the standards for computing earnings per
share previously found in APB Opinion No. 15, Earnings per Share, and makes them
comparable to international EPS standards. It replaces the presentation of
primary EPS with a presentation of basic EPS. It also requires dual presentation
of basic and diluted EPS on the face of the income statement for all entities
with complex capital structures and requires a reconciliation of the numerator
and denominator of the basic EPS computation to the numerator and denominator of
the diluted EPS computation. This Statement is effective for financial
statements issued for periods ending after December 15, 1997, including interim
periods; earlier application is not permitted. This statement requires
restatement of all prior-period EPS data presented.
In June 1997, the FASB issued SFAS No. 130, Reporting Comprehensive Income.
This statement establishes standards for the reporting and display of
comprehensive income and its components in a full set of general-purpose
financial statements. SFAS No. 130 requires that all items that are required to
be recognized as components of comprehensive income be reported in a financial
statement that is displayed with the same prominence as other financial
statements. The statement does not require a specific format for that financial
statement but requires that an enterprise display an amount representing total
comprehensive income for the period in that financial statement. SFAS No. 130 is
effective for fiscal years beginning after December 15, 1997. The Company will
include this new reporting information in its 1998 consolidated financial
statements as required.
In June 1997, the FASB issued SFAS No. 131, Disclosures About Segments of
an Enterprise and Related Information. SFAS No. 131 establishes standards for
the way that public business enterprises report information about operating
segments in annual financial statements and requires that those enterprises
report selected information about operating segments in interim financial
reports issued to shareholders. It also establishes standards for related
disclosures about products and services, geographic areas, and major customers.
SFAS No. 131 is effective for financial statements for periods beginning after
December 15, 1997. Management has not yet determined the impact, if any, of this
statement on the Company's future disclosures.
(2) Investment Securities
Securities available for sale at September 30, 1997, December 31, 1996 and
September 30, 1996 are summarized as follows:
<TABLE>
<CAPTION>
September 30, December 31, September 30,
1997 1996 1996
Cost Market Value Cost Market Value Cost Market Value
--------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
U.S. Treasury Securities $ 1,998 1,997 2,501 2,504 2,500 2,498
Federal agency mortgage based
obligations 32,625 32,782 7,880 7,822 7,969 7,817
Other obligations of Federal agencies 53,832 54,055 59,194 58,852 52,208 50,896
Obligations of State and Political
subdivisions 7,311 7,560 4,631 4,755 914 914
Other securities 3,688 3,688 2,086 2,086 2,086 2,086
--------------------------------------------------------------------------------------------
Securities available for sale: $ 99,454 100,082 76,292 76,019 65,677 64,211
--------------------------------------------------------------------------------------------
</TABLE>
The adjustment in stockholders' equity for the unrealized gain of the
securities available for sale at September 30, 1997, net of tax, was $415,000.
Included in net deferred tax assets is $(213,000) for this same unrealized gain.
9
<PAGE>
Notes to Condensed Consolidated Financial Statements, continued
- ---------------------------------------------------------------
(2) Investment Securities, (continued)
Held-to-maturity securities are those securities for which the Company has the
ability and interest to hold the security until maturity. These securities are
accounted for at amortized cost. Securities at September 30, 1997, December 31,
1996 and September 30, 1996 consist of held-to-maturity securities are
summarized as follows:
<TABLE>
<CAPTION>
September 30, December 31, September 30,
1997 1996 1996
Cost Market Value Cost Market Value Cost Market Value
---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Federal agency mortgage based
obligations $ 19,813 19,877 - - - -
Other obligations of Federal agencies 7,001 6,960 9,669 9,569 10,677 10,425
Obligations of State and Political
subdivisions 12,340 12,588 11,191 11,391 11,252 11,333
Corporate Notes - - - - 200 201
---------------------------------------------------------------------------------------------
Investment Securities: $ 39,154 39,425 20,860 20,960 22,129 21,959
---------------------------------------------------------------------------------------------
</TABLE>
(3) Stockholders' Equity and Per Share Data
In the second quarter of 1996 the Company's Board of Directors declared a
two for one stock split effected in the form of a stock dividend. The split is
effective on July 15, 1996. These financial statements have been adjusted to
reflect the stock split.
At September 30, 1997 there were 25,000,000 shares of common stock at $1 par
value authorized with 2,862,874 shares issued and outstanding.
Through September 30, 1997 the Company has issued and outstanding 145,128
options to purchase shares of the Company, exercisable at between $8.00 to
$13.00 per share. Such options were issued with exercise prices equal to the
market value of the Company's common shares at the time of the grant. In the
second quarter 35,597 options were exercised and in the third quarter 2,000 of
the previously issued options were exercised.
Earnings per share for 1997 and 1996 were determined by dividing net income
by the weighted average number of shares of common stock and dilutive common
stock equivalents outstanding. The common stock equivalents consist of common
stock options.
The market value of the common shares of the Company at September 30, 1997
was $23.50. The average number of primary shares outstanding (including dilutive
common stock equivalents) in 1997 was 2,939,124 shares year to date and
2,944,964 shares for the third quarter. The average number of fully diluted
shares outstanding (including dilutive common stock equivalents) in 1997 was
2,939,124 shares year to date and 2,944,964 shares for the third quarter. The
Company currently has one million shares of authorized, but unissued perferred
stock.
10
<PAGE>
Financial Review Management's Discussion and Analysis of Financial Condition
and Result of Operation
- ----------------------------------------------------------------------------
Highlights
- ----------
Total Assets were $373,221,000 at September 30, 1997 and $331,505,000 at
September 30, 1996 which is an increase of $41,716,000 or 12.6%. Deposits
decreased by $740,000 from $297,809,000 at September 30, 1996 which is a
decrease of 2.3% at September 30, 1997. Total gross loans as of September 30,
1996 stood at $208,240,000, decreasing by $4,782,000 or 2.3% to $203,458,000 at
September 30, 1997. At September 30, 1997, total assets increased $43,008,000 or
13.0% over December 31, 1996, deposits increased $1,123,000 or .4% and loans
increased $2,160,000 or 1.1%.
The average earning assets were $330,504,000 during the nine months ended
September 30, 1997 and $303,748,000 during the nine months ended September 30,
1996. This is an increase of $26,756,000 or 8.8%.
Average total assets during the nine months ended September 30, 1997 were
$353,576,000 and $324,852,000 for the nine months ended September 30, 1996. The
return on average total assets was 1.1% for the nine months ended September 30,
1997 and 1.1% for the same period of 1996. Return on average equity for the
first nine months of 1997 and 1996 were 12.4% and 12.3% respectively. Average
equity for both periods was $30,962,000 for the first nine months of 1997 and
$28,779,000 for the first nine months of 1996.
Net income increased $224,000 or 8.4% comparing the first nine months of
1997 to the first nine months of 1996, and net income for the third quarter of
1997 increased $122,000 or 12.9% compared to the same period of 1996. The
increase for both periods in 1997 was driven by an increase in total other
operating income. This increase was offset by a lesser increase in total other
operating expense.
Net income per share was $0.98 for the first nine months of 1997 and $0.91
for the first nine months of 1996. Net income per share for three months ended
September 30, 1997 and September 30, 1996 was $0.36 and $0.32 respectively. Had
the Company adopted SFAS No. 128 as of September 30, 1997, proforma of basic
earnings per share would have been $1.01 and $0.95 for the nine months ended
September 30, 1997 and 1996, and $0.37 and $0.34 for the three months ended
September 30, 1997 and 1996, respectively. Proforma of diluted earnings per
share would have been $0.98 and $0.91 for the nine months ended September 30,
1997 and 1996, and $0.36 and $0.32 for the three months ended September 30, 1997
and 1996, respectively.
Available for Sale and Investment Securities
- --------------------------------------------
At September 30, 1997 total assets increased $43,008,000 or 13.0% over
December 31, 1996. The major factor in the increase of total assets were
attributed to an increase in our Securities portfolio. There was an increase of
$24,960,000 or 319.1% over December 31, 1996 in Federal agency mortgage backed
obligation securities available for sale as well as an increase in Federal
agency mortgage backed obligation investment securities of $19,813,000 over
December 31, 1997. Money used to purchase these securities was borrowed from
Federal Home Loan Bank of Pittsburgh.
Other Borrowed Money
- --------------------
Total liabilities were $340,715,000 at September 30, 1997 and $299,950,000
at December 31, 1996 which is an increase of $40,765,000 or 13.6%. The increase
in total liabilities was the result of an increase in Other borrowed money of
$37,984,000 over December 31, 1996. Management had borrowed $20,000,000 in
January of 1997 from Federal Home Loan Bank of Pittsburgh (which will be repaid
monthly ending in the year 2002). An additional $20,000,000 was borrowed in
September of 1997. The money borrowed was invested in mortgage backed
securities. Bank management believes that it was appropriate to take advantage
of borrowing at a rate lower than the rate received in investing in Federal
agency mortgage backed obligation in both available for sale and investment
securities.
Net Interest Revenue
- --------------------
Net interest income for the first nine months of 1997 increased $19,000 or
.2% compared with the same period of 1996. While total interest revenue
increased $1,314,000 or 7.2%, interest paid increased by $1,295,000 or 15.9%
resulting in a net effect of a increase of $19,000 or .2% in net interest
income. The increase in interest income was the result of a $26,756,000 increase
in the total average of interest earning assets, primarily securities. Interest
expense on deposit is up for the first nine months of 1997 due to a lower
interest rate being paid than agreed upon on certain interest bearing accounts
opened in the second quarter of 1996. The total interest adjustment on these
accounts amounted to $204,000 which was a direct interest expense for the second
quarter of 1997. Management is constantly monitoring the securities
11
<PAGE>
Financial Review Management's Discussion and Analysis of Financial Condition
and Result of Operation, continued
- ----------------------------------------------------------------------------
Net Interest Revenue(continued)
- -------------------------------
and loan portfolios in response to changes in the various risks that are
applicable to these assets and changes in the Company's asset/liability
strategy. These changes in risk and strategy called for management to sell loans
of $10,700,000 in December of 1996 and borrow $20,000,000 from Federal Home Loan
Bank of Pittsburgh in January 1997 (which will be repaid monthly ending in the
year 2002). Management has also decided to borrow an additional $20,000,000 from
Federal Home Loan Bank of Pittsburgh in September of 1997 (5 year/2 year
convertible advance). The money borrowed was invested in mortgage backed
securities. The sale of loans and the borrowing of money allowed management to
alter the composition of these portfolios to address interest rate, pre-payment
and credit risk. Offsetting the increase of interest on investments of
$1,465,000 for the nine month ended September 30, 1997, and $549,000 for the
three months ended September 30, 1997, was interest expense on other borrowed
money and note payable which was up $840,000 for the nine months ended September
30, 1997, and $287,000 for the three months ended September 30, 1997. This was
the major contributing factor to the increase of net interest income for the
first nine months of 1997. Net interest income for the three months ended
September 30, 1997 remained fairly constant at $3,468,000 as compared to the
same period of 1996.
Provision / Reserve for Possible Loan Losses and Nonperforming Loans
- --------------------------------------------------------------------
Nine Months Ended September 30,
1997 1996
-------------------------------------
Balance at beginning of period $ 2,750,000 2,742,000
Recoveries 20,000 13,000
Less: Charge Offs 522,000 238,000
Provision for Loan Losses 415,000 315,000
- ---------------------------------------------------------------------------
Balance at end of period $ 2,663,000 2,832,000
- ---------------------------------------------------------------------------
The provision for possible loan losses for the first nine months of 1997
amounted to $415,000, and $140,000 for the three months ended September 30,
1997. It was $315,000 for the first nine months of 1996, and $80,000 for the
three months ended September 30, 1996. Net charge offs for the first nine months
of 1997 totaled $502,000 while net charge offs for the same period of 1996 were
$225,000. Net charge offs for the three months ended September 30, 1997 was
$57,000 while net charge offs for the same period of 1996 was $59,000. The
significant increase in charge offs was due to three specific loans that were
not fully collateralized. The ratio of net charge offs during the first nine
months of 1997 to average loans outstanding during the same period was .2% and
for the first nine months of 1996 was .1%. This ratio for the three months ended
September 30, 1997 and 1996 was .03% and .03% respectively.
The reserve for possible loan losses at September 30, 1997 totaled
$2,663,000, decreasing $169,000, 6.0% from $2,832,000 at September 30, 1996. The
Company ratio of reserve for possible loan losses to total loans outstanding was
1.3% at September 30, 1997, and the same ratio as of September 30, 1996 was 1.4%
Non-performing loans are listed as follows:
09/30/97 09/30/96
-------- --------
Non Accrual $ 2,384,000 $ 3,244,000
Restructured 900,000 554,000
-------- -------
$ 3,284,000 $ 3,798,000
The Company generally places a loan on a non-accrual status when, in the
opinion of management the borrower does not have the ability to meet the
original terms of the loan. The Company also reserves the accrued interest on
all loans over ninety days past due unless the Bank considers the loan to be
well secured and in the process of collection. These loans have been added to
non-accrual loans for disclosure purposes as loans ninety or more days past due
by definition are non-accruing due to interest being fully reserved for in
accordance with the Bank's lending policies.
There are no impaired loans under SFAS No. 114 which are not included in the
above table.
12
<PAGE>
Financial Review Management's Discussion and Analysis of Financial Condition and
Result of Operation, continued
- --------------------------------------------------------------------------------
Provision / Reserve for Possible Loan Losses and Nonperforming Loans,
(continued)
- ---------------------------------------------------------------------
The loan loss reserve as of September 30, 1997 has been deemed adequate by
management. This amount is sufficient to cover inherent losses given the
moderate past due, nonperforming and classified levels. Determination for loan
loss reserve adequacy follows the guidelines in the Comptroller's Banking
Circular No.201(revised), including risk loss analysis, specific allocations for
problematic credits and provision for class loans, and the requirements of SFAS
No. 114.
Other Operating Revenue
- -----------------------
Other operating revenue for the first nine months of 1996 was $1,257,000
increasing 51.3% to $1,902,000 reported for the first nine months of 1997. Other
operating income for the third quarter of 1996 was $455,000 increasing 62.2% to
$738,000 for the same period of 1997. Service charge income on deposit accounts
and other income increased in 1997 due to an increase in fees collected for
returned items and an increased number of accounts subject to service fee
routines of the Bank. In addition 34 ATM machines were placed in service during
the fourth quarter of 1996 and 1 ATM machine in the second quarter of 1997, on
which a surcharge per transaction has been collected. In October of 1996 pricing
of service charges and maintenance fees were increased based upon a cost
analysis completed by the bank. The bank also recognized a gain on sale of
securities available for sale of $118,000 for the third quarter of 1997 and did
not recognize a gain in 1996. This resulted in an increase in total other
operating income for the first nine months of 1997 and the three months ended
September 30, 1997.
Other Operating Expenses
- ------------------------
Total other operating expenses were $7,268,000 in the first nine months of
1996 while other operating expenses were $7,634,000 in the first nine months of
1997; reflecting an increase of $366,000 or 5.0% for the first nine months of
1997. The 1997 increase is attributable to normal salary increases, an increase
in full time equivalent employees, and an increase in net occupancy expense of
bank premises, which included the additional staff and rental expense for two
new branches opened from October 1996 through December 1996. Salary and employee
benefit expense increased by 1.2% as well as an increase of 21.1% for net
occupancy expense of bank premises. Other expenses increased by 5.8% in 1997.
The increase was attributable to various areas due to the growth of the Bank and
outsourcing. The largest increases were in automated teller machines and related
card holder services, and courier expense. The growth of the Bank resulted in an
increase in automated teller machines and related cardholder service for 1997
over 1996 of $76,000. The expense for courier service increased $30,000 due to
the additional requirement necessary to service the Bank's expanded branch
network. Other areas with increases over 1996 were telephone up $31,000, FDIC
insurance up $26,000 and expenses for legal fees and consultant fees were up
$31,000. Offsetting these increases were decreases of $30,000 in stationary,
printing, and supplies and $20,000 for information services. Total other
operating expenses for the three months ended September 30, 1997 remained fairly
constant with a slight increase or decrease in each of the categories as
compared to the same period of 1996.
Income Taxes
- ------------
The provision for income taxes for the first nine months of 1997 was
$1,114,000 and $1,140,000 for the first nine months of 1996. The effective rate
for the first nine months of 1997 was 27.9% and 30.0% for the same period of
1996. This change in the effective rate was due to management's strategy in
investing in tax free securities.
Capital Management and Liquidity and Rate Sensitivity
- -----------------------------------------------------
The objectives of the Corporation's capital management policy places an
emphasis on both current financial positioning and future capital needs based on
anticipated growth. These objectives are maintained by management which monitors
its liquidity requirements through its asset/liability management program. This
program, with other management analysis, enables the bank to meet its cash flow
requirements and adapt to the changing needs of the Corporation's customers and
the requirements of regulatory agencies. The Corporation's principal source of
liquidity has been short-term U.S. Government and U.S. Agency obligations, and
various corporate notes. Money market investments and portfolio investments are
kept liquid in order to effectively match our current deposit structure. The
Corporation is affected by changes in the level of rates of interest. Earnings
will be sensitive to interest rate changes to the degree that the average yield
on assets responds differently to a change in interest rates than does average
cost of funds. Adequate liquidity affords the Corporation flexibility in meeting
consumer loan demand and deposit fluctuations.
13
<PAGE>
Financial Review Management's Discussion and Analysis of Financial Condition and
Result of Operation, continued
- --------------------------------------------------------------------------------
Capital Management and Liquidity and Rate Sensitivity, (continued)
- ------------------------------------------------------------------
The Corporation actively manages the interest rate sensitivity
characteristics of its assets and liabilities to control the effects of changes
in the general level of interest rates upon net interest revenue. This is
accomplished by the asset/liability committee which consists of senior
management and the board of directors, who are responsible for management
decisions as to the asset/liability maturity mix.
Effects of Inflation
- --------------------
Economic conditions are reviewed by management in a continuing effort to
adjust to the changing economic environment. The effects of these changes on the
banking industry as a whole in the Company's market area are reviewed by
management in order to compete at a level consistent with the goals of
profitability and sound management policy.
Increases in the rate of inflation can increase longer term interest rates,
which can reduce the value of investment securities, mortgage loans and other
fixed rate and term assets. Inflationary periods also may tend to increase the
borrowing needs of consumers, leading to requests for additional funds, which
can expand total loans above expected levels and therefore require increased
efforts to ensure the maintenance of adequate capital.
The banking industry is affected by inflation in a different manner than
other industries, although certain changes have similar effects on both banks
and other business enterprises. Current economic indicators are moving in the
direction of possible inflationary changes. Interest rates have been increasing
in response to economic changes and which will affect the Asset/Liability policy
of the bank. Rates on Deposits and Loans are changed as necessary with
consideration of economic and market conditions. Our continuing efforts to
monitor all phases of the financial condition of all assets which can be
affected by inflation includes the pricing of collateral on a regular basis. The
coming months will reveal the effect of inflationary fluctuations on the
economy.
14
<PAGE>
Part II.
- --------
Item 1. Legal Proceedings
- --------------------------
The nature of the business of Pioneer American Holding Company Corp. and its
subsidiary, Pioneer American Bank, N.A., generates a certain amount of
litigation involving matters arising in the ordinary course of business.
However, in the opinion of management, there are no proceedings pending to which
Pioneer American or its subsidiary are parties or to which their property is
subject, which, if determined adversely, would be material in relation to
Pioneer American's results of operation, stockholder's equity, or financial
condition. In addition, no material proceedings are pending or are known to be
threatened or contemplated against Pioneer American or its subsidiary by
governmental authorities or other parties.
Item 2. Changes in Securities
- ------------------------------
None
Item 3. Default Upon Senior Executives
- ---------------------------------------
None
Item 4. Submission of Matters to a Vote of Security Holders
- ------------------------------------------------------------
None
Item 5. Other Information
- --------------------------
Not applicable.
Item 6. Exhibits and Reports on Form 8-K
- -----------------------------------------
None
15
<PAGE>
SIGNATURES *
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PIONEER AMERICAN HOLDING COMPANY, CORP.
Date: November 7, 1997 By_______________________________
- ------------------------ Donald A. Hoyle, Jr
President & C.E.O.
Date: November 7, 1997
- ------------------------
By_______________________________
John W. Reuther
Senior Executive Vice President &
Chief Financial Officer
16
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<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
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<LOANS> 206,121
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<TOTAL-ASSETS> 373,221
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0
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<LOANS-NON> 2,384
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