<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 June 30, 1997
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Commission file number 0-14506
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Pioneer American Holding Company, Corp.
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(Exact name of registrant as specified in its charter)
Pennsylvania 23-2319931
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(State or other jurisdiction of
incorporation or organization) (I.R.S. Employer Identification No.)
41 North Main Street, Carbondale PA 18407
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(Address of principal executive offices) (Zip Code)
(717) 282-2662
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(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--2,861,533 common shares as of June 30, 1997.
<PAGE>
INDEX
PIONEER AMERICAN HOLDING COMPANY, CORP.
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION
<S> <C> <C>
Item 1. Financial Statements (Unaudited)
Condensed consolidated balance sheets--June 30, 1997,
December 31, 1996 and June 30, 1996 ......................................... Pages 2-3
Condensed consolidated statements of income--Six months
ended June 30, 1997 and 1996 ................................................. Page 4
Condensed consolidated statements of cash flows--Six months
ended June 30, 1997 and 1996 ................................................. Pages 5-6
Notes to condensed consolidated financial statements--
June 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
1
</TABLE>
<PAGE>
PIONEER AMERICAN HOLDING COMPANY CORP.
Consolidated Balance Sheets (Unaudited)
<TABLE>
<CAPTION>
(Dollars in thousands)
- ------------------------------------------------------------------------------------------------------------------
June 30, December 31, June 30,
ASSETS 1997 1996 1996
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Cash and due from banks $ 16,427 14,573 10,826
Federal funds sold 3,300 6,455 -
Securities available for sale (cost of securities of $90,734
on June 30, 1997, $76,292 on December 31, 1996
and $76,290 on June 30, 1996)
U.S. Treasury securities 4,517 2,504 2,493
Federal agency mortgage based obligations 21,613 7,822 14,278
Other obligations of Federal agancies 55,859 58,852 55,341
Obligations of states and political subdivisions 6,686 4,755 -
Other securities 2,101 2,086 2,086
- ------------------------------------------------------------------------------------------------------------------
Total securities available for sale 90,776 76,019 74,198
- ------------------------------------------------------------------------------------------------------------------
Investment securities (approximate market value of
$31,489 on June 30, 1997, $20,960 on Dec 31, 1996
and $21,292 on June 30, 1996)
Federal agency mortgage based obligations 9,955 - -
Other obligations of Federal agencies 8,657 9,669 10,683
Obligations of states and political subdivisions 12,596 11,191 10,855
Corporate notes - - 200
- ------------------------------------------------------------------------------------------------------------------
Total investment securities 31,208 20,860 21,738
- ------------------------------------------------------------------------------------------------------------------
Loans, net of unearned discount and deferred loan fees 204,937 204,048 207,475
Allowance for possible loan losses (2,580) (2,750) (2,811)
- ------------------------------------------------------------------------------------------------------------------
Net loans 202,357 201,298 204,664
- ------------------------------------------------------------------------------------------------------------------
Accrued interest receivable 3,138 2,592 2,839
Premises and equipment 5,582 5,076 5,132
Other real estate owned 991 776 993
Other assets 2,618 1,896 3,332
Cost in excess of fair value of net assets acquired
(net of accumulated amortization of $894 June 30, 1997
$875 December 31, 1996 and $855 June 30, 1996) 649 668 688
- ------------------------------------------------------------------------------------------------------------------
Total assets $ 357,046 330,213 324,410
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
2
<PAGE>
PIONEER AMERICAN HOLDING COMPANY, CORP.
Consolidated Balance Sheets, Continued (Unaudited)
<TABLE>
<CAPTION>
(Dollars in thousands)
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
June 30, December 31, June 30,
Liabilities and Stockholders' Equity 1997 1996 1996
- ------------------------------------------------------------------------------------------------------------------
Deposits:
Demand - noninterest bearing $ 39,015 37,643 34,914
NOW and Super NOW 24,934 23,410 16,004
Savings 55,713 53,175 57,427
Money Market 23,396 25,020 24,050
Time 158,210 156,698 156,069
- ------------------------------------------------------------------------------------------------------------------
Total deposits 301,268 295,946 288,464
- ------------------------------------------------------------------------------------------------------------------
Accrued interest payable 2,662 2,201 2,601
Dividends payable 486 481 477
Note payable 275 275 275
Other borowed money 18,857 - 2,750
Other liabilities 1,905 1,047 1,863
- ------------------------------------------------------------------------------------------------------------------
Total liabilities 325,453 299,950 296,430
- ------------------------------------------------------------------------------------------------------------------
Stockholders' equity:
Common stock, $1 par value per share,
25,000,000 shares authorized; 2,861,533 shares on
June 30, 1997, 2,828,912 on Dec. 31, 1996 and
2,808,486 on June 30, 1996 issued and outstanding 2,862 2,829 2,808
Additional paid-in capital 11,474 11,233 11,200
Undivided profits 17,230 16,381 15,353
Net unrealized holding gains (losses) on
available for sale securities 27 (180) (1,381)
- ------------------------------------------------------------------------------------------------------------------
Total stockholders' equity 31,593 30,263 27,980
- ------------------------------------------------------------------------------------------------------------------
Total liabilities and stockholders' equity $ 357,046 330,213 324,410
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
3
<PAGE>
PIONEER AMERICAN HOLDING COMPANY, CORP.
Consolidated Statements of Income (Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
(Dollars in thousands) (Dollars in thousands)
- -----------------------------------------------------------------------------------------------------------------
June 30, June 30, June 30, June 30,
1997 1996 1997 1996
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Interest income:
Interest and fees on loans $ 4,546 4,617 8,953 9,100
Interest on Federal funds sold 56 39 170 166
Interest on investments:
Taxable 1,770 1,377 3,350 2,666
Non-taxable 257 130 478 246
- -----------------------------------------------------------------------------------------------------------------
Total interest income 6,629 6,163 12,951 12,178
- -----------------------------------------------------------------------------------------------------------------
Interest expense:
Interest on other borrowed money & note payable 314 14 571 18
Interest on deposits 3,011 2,670 5,701 5,500
- -----------------------------------------------------------------------------------------------------------------
Total interest expense 3,325 2,684 6,272 5,518
- -----------------------------------------------------------------------------------------------------------------
Net interest income 3,304 3,479 6,679 6,660
Provision for possible loan losses 140 115 275 235
- -----------------------------------------------------------------------------------------------------------------
Net interest income after provision for loan losses 3,164 3,364 6,404 6,425
- -----------------------------------------------------------------------------------------------------------------
Other operating income:
Service charges on deposit accounts 334 266 675 519
Gain on call of securities - - 2 -
Gain on available for sale securities 36 - 36 -
Other income 257 157 451 283
- -----------------------------------------------------------------------------------------------------------------
Total other operating income 627 423 1,164 802
- -----------------------------------------------------------------------------------------------------------------
Other operating expenses:
Salaries and employee benefits 1,240 1,270 2,521 2,508
Net occupancy expense of bank premises 261 214 512 445
Furniture and equipment expenses 174 149 341 310
Data processing expense 60 60 122 117
Other expenses 736 783 1,561 1,396
- -----------------------------------------------------------------------------------------------------------------
Total other operating expenses 2,471 2,476 5,057 4,776
- -----------------------------------------------------------------------------------------------------------------
Income before income taxes and cumulative effect
of change in accounting principle 1,320 1,311 2,511 2,451
Income tax expense 355 410 695 737
- -----------------------------------------------------------------------------------------------------------------
Net income $ 965 901 1,816 1,714
- -----------------------------------------------------------------------------------------------------------------
Per Share Data:
Primary net income per common share equivalent $ 0.33 0.31 0.62 0.59
Fully diluted net income per common share equivalent 0.33 0.31 0.62 0.59
- -----------------------------------------------------------------------------------------------------------------
Weighted average of primary shares (including
dilutive common stock equivalents) 2,939,809 2,917,482 2,936,175 2,917,596
Weighted average of fully dilutive shares (including
common stock equivalents) 2,939,809 2,917,482 2,936,175 2,917,596
</TABLE>
4
<PAGE>
PIONEER AMERICAN HOLDING COMPANY, CORP
Consolidated Statements of Cash Flows (Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
(Dollars in thousands)
- ----------------------------------------------------------------------------------------------------
June 30, June 30,
1997 1996
- ----------------------------------------------------------------------------------------------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 1,816 1,714
Adjustments to reconcile net income to net
cash from operating activities:
Net gain on call of securities (2) -
Net gain on securities available for sale (36) -
Accretion of discount on securities
and money market investments (36) (70)
Amortization of premium on investment
securities 38 68
Provision for possible loan losses 275 235
Increase (decrease) in deferred loan fees (20) (16)
Decrease (increase) in accrued interest receivable (546) (206)
Depreciation and amortization of premises
and equipment 417 381
Loss (gain) on sales of premises and equipment (5) (7)
Loss on sale of other real estate 11 43
Proceeds from the sale of mortgages
and PHEAA loans 1,701 1,262
Net increase in mortgage and PHEAA loans
held for sale, excluding provision for
loans losses and change in deferred
loan fees (1,773) (1,399)
Increase in other assets (829) (1,170)
Amortization of goodwill 19 19
Increase in accrued interest payable 461 499
Increase in other liabilities 858 755
- ----------------------------------------------------------------------------------------------------
Total adjustments to reconcile net income to net cash
from operating activities 533 394
- ----------------------------------------------------------------------------------------------------
Net cash from operating activities 2,349 2,108
- ----------------------------------------------------------------------------------------------------
Cash flows from investing activities:
Proceeds from maturities and calls of investment
securities 1,710 6,465
Proceeds from maturities and calls of
securities available for sale 17,251 24,630
Proceeds from sales of securities available for sale 2,025 -
Purchases of investment securities (12,018) (4,046)
Purchase of securities available for sale (33,722) (30,573)
Net increase in loans made to customers, excluding
provision for loan losses and change in
deferred loan fees (1,546) (10,325)
Acquisition of premises and equipment (953) (737)
Proceeds from sale of premises and equipment 35 14
Proceeds from sale of other real estate 78 30
- ----------------------------------------------------------------------------------------------------
Net cash used in investing activities (27,140) (14,542)
- ----------------------------------------------------------------------------------------------------
</TABLE>
5
<PAGE>
PIONEER AMERICAN HOLDING COMPANY,CORP
Consolidated Statements of Cash Flows, Continued (Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
(Dollars in thousands)
- ----------------------------------------------------------------------------------------------------
June 30, June 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. $ 5,322 212
Dividends paid (962) (879)
Exercise of stock options 273 -
Increase in Other borrowed money 18,857 2,750
- ----------------------------------------------------------------------------------------------------
Net cash from financing activities 23,490 2,083
- ----------------------------------------------------------------------------------------------------
Net increase in cash and cash equivalents (1,301) (10,351)
Cash and cash equivalents at beginning of period 21,028 21,177
- ----------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period $ 19,727 10,826
- ----------------------------------------------------------------------------------------------------
Supplemental Disclosure:
Cash payments for interest 5,811 5,019
Cash payments for income taxes 700 800
Transfer of assets from loans
to other real estate 304 134
Net unrealized loss (gain) on securities
available for sale (315) 1,951
Tax effect on unrealized loss (gain)
on securities available for sale (108) 663
- ----------------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
</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 Six months ended June 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 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 June 30, 1997, December 31, 1996
and June 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 June 30, 1997, the Company had impaired loans with a
total recorded investment of $2,065,000 and $1,230,000 on June 30, 1996. The
average recorded investment for the Six month period ended June 30, 1997 was
$1,912,000 and $1,153,000 on June 30, 1996. As of June 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 $560,000 and $197,000 respectively
and $1,047,000 and $275,000 for the prior year. The amount of the recorded
investment in impaired loans for which there was no related allowance for credit
losses at June 30, 1997 was $1,505,000 and $183,000 on June 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 Exting-uishments 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 June 30, 1997, December 31, 1996 and June
30, 1996 are summarized as follows:
<TABLE>
<CAPTION>
June 30, December 31, June 30,
1997 1996 1996
Cost Market Value Cost Market Value Cost Market Value
----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
U.S. Treasury Securities $ 4,521 4,517 2,501 2,504 2,501 2,493
Federal agency mortgage based
obligations 21,628 21,613 7,880 7,822 14,495 14,278
Other obligations of Federal agencies 56,070 55,859 59,194 58,852 57,208 55,341
Obligations of State and Political
subdivisions 6,414 6,686 4,631 4,755 - -
Other securities 2,101 2,101 2,086 2,086 2,086 2,086
----------------------------------------------------------------------------------
Securities available for sale: $90,734 90,776 76,292 76,019 76,290 74,198
----------------------------------------------------------------------------------
</TABLE>
The adjustment in stockholders' equity for the unrealized gain of the
securities available for sale at June 30, 1997, net of tax, was $27,000.
Included in net deferred tax assets is $(15,000) for this same unrealized gain.
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 June 30, 1997, December 31,
1996 and June 30, 1996 consist of held-to-maturity securities are summarized as
follows:
9
<PAGE>
<TABLE>
<CAPTION>
Notes to Condensed Consolidated Financial Statements, continued
(2) Investment Securities, (continued)
June 30, December 31, June 30,
1997 1996 1996
Cost Market Value Cost Market Value Cost Market Value
------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Federal agency mortgage based $ 9,955 9,964 - - - -
obligations 8,657 8,567 9,669 9,569 10,683 10,331
Other obligations of Federal agencies 12,596 12,958 11,191 11,391 10,855 10,760
Obligations of State and Political
subdivisions - - - - 200 201
Corporate Notes ------------------------------------------------------------------------------
Investment securities: $ 31,208 31,489 20,860 20,960 21,738 21,292
------------------------------------------------------------------------------
</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 June 30, 1997 there were 25,000,000 shares of common stock at $1 par
value authorized with 2,861,533 shares issued and outstanding.
Through June 30, 1997 the Company has issued and outstanding 147,128 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
officers of the Company did exercise 35,597 of the previously issued options.
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 June 30, 1997 was
$23.75. The average number of primary shares outstanding (including dilutive
common stock equivalents) in 1997 was 2,936,175 shares year to date and
2,939,809 shares for the second quarter. The average number of fully diluted
shares outstanding (including dilutive common stock equivalents) in 1997 was
2,936,175 shares year to date and 2,939,809 shares for the second 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 $357,046,000 at June 30, 1997 and $324,410,000 at June 30,
1996 which is an increase of $32,636,000 or 10.1%. Deposits increased by
$12,804,000 from $288,464,000 at June 30, 1996 which is a increase of 4.4% at
June 30, 1997. Total gross loans as of June 30, 1996 stood at $204,664,000,
decreasing by $2,307,000 or 1.1% to $202,357,000 at June 30, 1997. At June 30,
1997, total assets increased $26,833,000 or 8.1% over December 31, 1996,
deposits increased $5,322,000 or 1.8% and loans increased $1,059,000 or .5%.
The average earning assets were $328,950,000 during the six months ended
June 30, 1997 and $304,303,000 during the six months ended June 30, 1996. This
is an increase of $24,647,000 or 8.1%.
Average total assets during the six months ended June 30, 1997 were
$351,580,000 and $324,976,000 for the six months ended June 30, 1996. The return
on average total assets was 1.0% for the six months ended June 30, 1997 and 1.1%
for the same period of 1996. Return on average equity for the first six months
of 1997 and 1996 were 11.9% and 12.0% respectively. Average equity for both
periods was $30,543,000 for the first six months of 1997 and $28,638,000 for the
first six months of 1996.
Net income increased $102,000 or 6.0% comparing the first six months of 1997
to the first six months of 1996, and is attributed to the increase in net
interest revenue and total other operating income. This increase was offset by a
lesser increase in total other operating expense. Net income for the second
quarter of 1997 increased $64,000 or 7.1% compared to the same period of 1996.
The increase in 1997 was driven by an increase in total other operating income.
This was partially offset by a decrease in net interest income.
Net income per share was $0.62 for the first six months of 1997 and $0.59
for the first six months of 1996. Net income per share for three months ended
June 30, 1997 and June 30, 1996 was $0.33 and $0.31 respectively. Had the
Company adopted SFAS No. 128 as of June 30, 1997, the proforma disclosure of
basic earnings per share would have been $0.64 and $0.61 for the six months
ended June 30, 1997 and 1996, and $0.34 and $0.32 for the three months ended
June 30, 1997 and 1996, respectively. The proforma disclosure of diluted
earnings per share would have been $0.62 and $0.59 for the six months ended June
30, 1997 and 1996, and $0.33 and $0.31 for the three months ended June 30, 1997
and 1996, respectively.
Net Interest Revenue
Net interest income for the first six months of 1997 increased $19,000 or
.3% compared with the same period of 1996. While total interest revenue
increased $773,000 or 6.3%, interest paid increased by $754,000 or 13.7%
resulting in a net effect of a increase of $19,000 or .3% in net interest
income. The increase in interest income was the result of a $24,647,000 increase
in the total average of interest earning assets, primarily securities. Interest
expense is up for the second quarter 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.
This direct interest expense of $204,000 was attributed to the decrease in net
interest income of $175,000 or 5.0% for the three months ended June 30, 1997,
compared to the same period of 1996. Management is constantly monitoring the
securities 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). 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 $916,000
for the six month ended June 30, 1997, and $520,000 for the three months ended
June 30, 1997, was interest expense on other borrowed money and note payable
which was up $553,000 for the six months ended June 30, 1997, and $300,000 for
the three months ended June 30, 1997. This was the major contributing factor to
the increase of net interest income.
11
<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
Six Months Ended June 30,
1997 1996
-----------------------------
Balance at beginning of period $ 2,750,000 2,742,000
Recoveries 14,000 6,000
Less: Charge Offs 459,000 172,000
Provision for Loan Losses 275,000 235,000
- --------------------------------------------------------------------------
Balance at end of period $ 2,580,000 2,811,000
- --------------------------------------------------------------------------
The provision for possible loan losses for the first six months of 1997
amounted to $275,000, and $140,000 for the three months ended June 30, 1997. It
was $235,000 for the first six months of 1996, and $115,000 for the three months
ended June 30, 1996. Net charge offs for the first six months of 1997 totaled
$445,000 while net charge offs for the same period of 1996 were $166,000. Net
charge offs for the three months ended June 30, 1997 was $259,000 while net
charge offs for the same period of 1996 was $92,000. 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 six months of 1997 to average
loans outstanding during the same period was .2% and for the first six months of
1996 was .1%. This ratio for the three months ended June 30, 1997 and 1996 was
.1% and .04% respectively.
The reserve for possible loan losses at June 30, 1997 totaled $2,580,000,
decreasing $231,000, 8.2% from $2,811,000 at June 30, 1996. The Company ratio of
reserve for possible loan losses to total loans outstanding was 1.3% at June 30,
1997, and the same ratio as of June 30, 1996 was 1.4%
Non-performing loans are listed as follows:
06/30/97 06/30/96
--------- ---------
Non Accrual $ 2,503,000 $ 2,715,000
Restructured 662,000 628,000
-------- --------
$ 3,165,000 $ 3,343,000
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.
The loan loss reserve as of June 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 six months of 1996 was $802,000
increasing 45.1% to $1,164,000 reported for the first six months of 1997. Other
operating income for the second quarter of 1996 was $423,000 increasing 48.2% to
$627,000 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. This resulted in an increase in total other
operating income for the first six months of 1997 and the three months ended
June 30, 1997.
12
<PAGE>
Financial Review Management's Discussion and Analysis of Financial Condition and
Result of Operation, continued
Other Operating Expenses
Total other operating expenses were $4,776,000 in the first six months of
1996 while other operating expenses were $5,057,000 in the first six months of
1997; reflecting an increase of $281,000 or 5.9% for the first six 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 .5% as well as an increase of 15.1% for net
occupancy expense of bank premises. Other expenses increased by 11.8% 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, marketing 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 $53,000. The Bank's marketing expense increased
$32,000 due to marketing a larger geographical area for the new branch locations
and the addition of 35 ATM machines. The expense for courier service increased
$24,000 due to the additional requirement necessary to service the Bank's
expanded branch network. Other areas with increases over 1996 were stationary,
printing, and supplies up $13,000, telephone up $22,000, FDIC insurance up
$18,000 and expenses for legal fees and consultant fees were up $30,000. Total
other operating expenses for the three months ended June 30, 1997 remained
fairly constant at $2,471,000 as compared to the same period of 1996.
Income Taxes
The provision for income taxes for the first six months of 1997 was $695,000
and $737,000 for the first Six months of 1996. The effective rate for the first
six months of 1997 was 27.7% and 30.1% for the same period of 1996. This change
in the effective rate was due to management's strategy in investing in Tax Free
Securities. This reflects the current tax rates and the level of income for both
periods. This is the estimated provision for income tax for the period as
determined by operations of the corporation.
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.
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
The economic outlook for the remaining part of 1997 remains unsettled and
uncertain. The Federal Reserve may have the task of sustaining expansion while
stemming inflationary trends, in the realm of current fiscal policy. 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.
13
<PAGE>
Financial Review Management's Discussion and Analysis of Financial Condition and
Result of Operation, continued
Effects of Inflation(continued)
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
(a) The annual meeting of Pioneer American Holding Corp was held on
June 3, 1997.
(b) Two directors were elected at this meeting for four year terms as
follows:
John W Reuther
Eldore Sebastianelli
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: August 7, 1997 By /s/ Donald A. Hoyle, Jr
--------------------------------
Donald A. Hoyle, Jr
President & C.E.O.
Date: August 7, 1997
By /s/ John W. Reuther
--------------------------------
John W. Reuther
Senior Executive Vice President &
Chief Financial Officer
16
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<S> <C>
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<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
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<LOANS> 204,937
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0
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