<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 March 31, 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--2,828,912 common shares as of March 31, 1997.
<PAGE>
INDEX
PIONEER AMERICAN HOLDING COMPANY, CORP.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed consolidated balance sheets--March 31, 1997,
December 31, 1996 and March 31, 1996.--------------------Pages 2-3
Condensed consolidated statements of income--Three months
ended March 31, 1997 and 1996------------------------------Page 4
Condensed consolidated statements of cash flows--Three months
ended March 31, 1997 and 1996.---------------------------Pages 5-6
Notes to condensed consolidated financial statements--
March 31, 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
<PAGE>
PIONEER AMERICAN HOLDING COMPANY CORP.
Consolidated Balance Sheets (Unaudited)
<TABLE>
<CAPTION>
(Dollars in thousands)
- -----------------------------------------------------------------------------------------------------------------
March 31, December 31, March 31,
Assets 1997 1996 1996
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Cash and due from banks $ 13,236 14,573 10,332
Federal funds sold 8,350 6,455 4,460
Securities available for sale (cost of securities of $90,444
on March 31, 1997, $76,292 on December 31, 1996
and $79,791 on March 31, 1996)
U.S. Treasury securities 4,495 2,504 2,488
Federal agency mortgage based obligations 21,771 7,822 14,762
Other obligations of Federal agencies 55,080 58,852 59,799
Obligations of states and political subdivisions 5,760 4,755 100
Other securities 2,101 2,086 2,086
- -----------------------------------------------------------------------------------------------------------------
Total securities available for sale 89,207 76,019 79,235
- -----------------------------------------------------------------------------------------------------------------
Investment securities (approximate market value of
$30,594 on March 31, 1997, $20,960 on Dec 31, 1996
and $18,880 on March 31, 1996)
Federal agency mortgage based obligations 10,102 - -
Other obligations of Federal agencies 9,663 9,669 9,691
Obligations of states and political subdivisions 11,032 11,191 9,122
Corporate notes - - 200
- -----------------------------------------------------------------------------------------------------------------
Total investment securities 30,797 20,860 19,013
- -----------------------------------------------------------------------------------------------------------------
Loans, net of unearned discount and deferred loan fees 205,954 204,048 202,527
Allowance for possible loan losses (2,699) (2,750) (2,788)
- -----------------------------------------------------------------------------------------------------------------
Net loans 203,255 201,298 199,739
- -----------------------------------------------------------------------------------------------------------------
Accrued interest receivable 2,705 2,592 2,644
Premises and equipment 5,068 5,076 4,991
Other real estate owned 989 776 1,023
Other assets 2,624 1,896 2,083
Cost in excess of fair value of net assets acquired
(net of accumulated amortization of $884 March 31, 1997
$875 December 31, 1996 and $846 March 31, 1996) 659 668 697
- -----------------------------------------------------------------------------------------------------------------
Total assets $356,890 330,213 324,217
=================================================================================================================
</TABLE>
2
<PAGE>
PIONEER AMERICAN HOLDING COMPANY, CORP.
Consolidated Balance Sheets, Continued (Unaudited)
<TABLE>
<CAPTION>
(Dollars in thousands)
- -------------------------------------------------------------------------------------------------------------
March 31, December 31, March 31,
Liabilities and Stockholders' Equity 1997 1996 1996
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Deposits:
Demand - noninterest bearing $ 36,792 37,643 31,299
NOW and Super NOW 25,769 23,410 15,662
Savings 54,669 53,175 56,792
Money Market 23,051 25,020 23,985
Time 162,155 156,698 163,658
- -------------------------------------------------------------------------------------------------------------
Total deposits 302,436 295,946 291,396
- -------------------------------------------------------------------------------------------------------------
Accrued interest payable 2,638 2,201 2,298
Dividends payable 481 481 461
Note payable 275 275 275
Other borrowed money 19,717 - -
Other liabilities 1,346 1,047 1,217
- -------------------------------------------------------------------------------------------------------------
Total liabilities 326,893 299,950 295,647
- -------------------------------------------------------------------------------------------------------------
Stockholders' equity:
Common stock, $1 par value per share,
25,000,000 shares authorized; 2,828,912 shares on
March 31, 1997, 2,828,912 on Dec. 31, 1996 and
2,792,350 on March 31, 1996 issued and outstanding 2,829 2,829 2,792
Additional paid-in capital 11,233 11,233 11,175
Undivided profits 16,751 16,381 14,970
Net unrealized holding gains(losses) on
available for sale securities (816) (180) (367)
- -------------------------------------------------------------------------------------------------------------
Total stockholders' equity 29,997 30,263 28,570
- -------------------------------------------------------------------------------------------------------------
Total liabilities and stockholders' equity $356,890 330,213 324,217
- -------------------------------------------------------------------------------------------------------------
</TABLE>
3
<PAGE>
PIONEER AMERICAN HOLDING COMPANY, CORP.
Consolidated Statements of Income (Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
(Dollars in thousands)
- --------------------------------------------------------------------------------------------------------------------------
March 31, March 31,
1997 1996
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Interest income:
Interest and fees on loans $ 4,407 4,483
Interest on Federal funds sold 114 127
Interest on investments:
Taxable 1,580 1,289
Non-taxable 221 116
- --------------------------------------------------------------------------------------------------------------------------
Total interest income 6,322 6,015
- --------------------------------------------------------------------------------------------------------------------------
Interest expense:
Interest on other borrowed money & note payable 257 4
Interest on deposits 2,690 2,830
- --------------------------------------------------------------------------------------------------------------------------
Total interest expense 2,947 2,834
- --------------------------------------------------------------------------------------------------------------------------
Net interest income 3,375 3,181
Provision for possible loan losses 135 120
- --------------------------------------------------------------------------------------------------------------------------
Net interest income after provision for loan losses 3,240 3,061
- --------------------------------------------------------------------------------------------------------------------------
Other operating income:
Service charges on deposit accounts 341 253
Gain on call of securities 2 -
Other income 194 126
- --------------------------------------------------------------------------------------------------------------------------
Total other operating income 537 379
- --------------------------------------------------------------------------------------------------------------------------
Other operating expenses:
Salaries and employee benefits 1,281 1,238
Net occupancy expense of bank premises 251 231
Furniture and equipment expenses 167 161
Data processing expense 62 57
Other expenses 825 613
- --------------------------------------------------------------------------------------------------------------------------
Total other operating expenses 2,586 2,300
- --------------------------------------------------------------------------------------------------------------------------
Income before income taxes and cumulative effect
of change in accounting principle 1,191 1,140
Income tax expense 340 327
- --------------------------------------------------------------------------------------------------------------------------
Net income $ 851 813
- --------------------------------------------------------------------------------------------------------------------------
Per Share Data:
Primary net income per common share equivalent $ 0.29 0.28
Fully diluted net income per common share equivalent 0.29 0.28
- --------------------------------------------------------------------------------------------------------------------------
Weighted average of primary shares(including
dilutive common stock equivalents) 2,931,874 2,917,736
Weighted average of fully dilutive shares(including
common stock equivalents) 2,932,277 2,917,736
</TABLE>
4
<PAGE>
PIONEER AMERICAN HOLDING COMPANY, CORP
Consolidated Statements of Cash Flows (Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
(Dollars in thousands)
- ---------------------------------------------------------------------------------------------------------
March 31, March 31,
1997 1996
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 851 813
Adjustments to reconcile net income to net
cash from operating activities:
Net gain on call of securities (2) -
Accretion of discount on securities
and money market investments (20) (50)
Amortization of premium on investment
securities 18 38
Provision for possible loan losses 135 120
Increase (decrease) in deferred loan fees (14) (6)
Decrease (increase) in accrued interest receivable (113) (11)
Depreciation and amortization of premises
and equipment 208 192
Loss (gain) on sales of premises and equipment (5) -
Loss on sale of other real estate 11 41
Proceeds from the sale of mortgages
and PHEAA loans 567 669
Net increase in mortgage and PHEAA loans
held for sale, excluding provision for
loans losses and change in deferred
loan fees (1,086) (1,278)
Increase in other assets (401) (443)
Amortization of goodwill 10 10
Increase in accrued interest payable 437 196
Increase in other liabilities 299 109
- ---------------------------------------------------------------------------------------------------------
Total adjustments to reconcile net income to net cash
from operating activities 44 (413)
- ---------------------------------------------------------------------------------------------------------
Net cash from operating activities 895 400
- ---------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
Proceeds from maturities and calls of investment
securities 322 6,075
Proceeds from maturities and calls of
securities available for sale 14,344 17,739
Purchases of investment securities (10,217) (3,053)
Purchase of securities available for sale (28,534) (25,051)
Net increase in loans made to customers, excluding
provision for loan losses and change in
deferred loan fees (1,840) (4,823)
Acquisition of premises and equipment (202) (400)
Proceeds from sale of premises and equipment 7 -
Proceeds from sale of other real estate 57 2
- ---------------------------------------------------------------------------------------------------------
Net cash used in investing activities (26,063) (9,511)
- ---------------------------------------------------------------------------------------------------------
</TABLE>
5
<PAGE>
PIONEER AMERICAN HOLDING COMPANY, CORP.
Consolidated Statements of Cash Flows, Continued (Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
(Dollars in thousands)
- --------------------------------------------------------------------------------------------------------
March 31, March 31,
1997 1996
- --------------------------------------------------------------------------------------------------------
<S> <C> <C>
Cash flows from financing activities:
Net increase in demand, NOW and Super NOW,
savings, money market and time deposits. $ 6,490 3,144
Dividends paid (481) (418)
Increase in Other borrowed money 19,717 -
- --------------------------------------------------------------------------------------------------------
Net cash from financing activities 25,726 2,726
- --------------------------------------------------------------------------------------------------------
Net increase in cash and cash equivalents 558 (6,385)
Cash and cash equivalents at beginning of period 21,028 21,177
- --------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period $ 21,586 14,792
- --------------------------------------------------------------------------------------------------------
Supplemental Disclosure:
Cash payments for interest 2,510 2,638
Cash payments for income taxes 400 375
Transfer of assets from loans
to other real estate 281 134
Net unrealized loss (gain) on securities
available for sale 964 415
Tax effect on unrealized loss (gain)
on securities available for sale 328 141
- --------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to consolidated financial statements.
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 three months ended March 31,
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 both March 31, 1997 and 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 March 31, 1997, the Company had impaired loans with a
total recorded investment of $1,913,000 and $1,160,000 on March 31, 1996. The
average recorded investment for the three month period ended March 31, 1997 was
$1,918,000 and $1,149,000 on March 31, 1996. As of March 31, 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 $879,000 and $310,000 respectively
and $825,000 and $248,000 for the prior year. The amount of the recorded
investment in impaired loans for which there was no related allowance for credit
losses at March 31, 1997 was $1,034,000 and $335,000 on March 31, 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
balance less the $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.
(2) Investment Securities
Securities available for sale at March 31, 1997, December 31, 1996 and March 31,
1996 are summarized as follows:
<TABLE>
<CAPTION>
March 31, December 31, March 31,
1997 1996 1996
Cost Market Value Cost Market Value Cost Market Value
--------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
U.S. Treasury Securities $ 4,520 4,495 2,501 2,504 2,491 2,488
Federal agency mortgage based
obligations 22,043 21,771 7,880 7,822 14,897 14,762
Other obligations of Federal agencies 56,064 55,080 59,194 58,852 60,217 59,799
Obligations of State and Political subdivisions 5,716 5,760 4,631 4,755 100 100
Other securities 2,101 2,101 2,086 2,086 2,086 2,086
--------------------------------------------------------------------------------------
Securities available for sale: $90,444 89,207 76,292 76,019 79,791 79,235
--------------------------------------------------------------------------------------
</TABLE>
The adjustment in stockholders' equity for the unrealized loss of the
securities available for sale at March 31, 1997, net of tax, was $(816,000).
Included in net deferred tax assets is $421,000 for this same unrealized loss.
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 March 31, 1997, December 31,
1996 and March 31, 1996 consist of held-to-maturity securities are summarized as
follows:
<TABLE>
<CAPTION>
March 31, December 31, March 31,
1997 1996 1996
Cost Market Value Cost Market Value Cost Market Value
------------------------------------------------------------------------------------
<S> <C> <C>
Federal agency mortgage based
obligations $10,102 9,933 - - - -
Other obligations of Federal agencies 9,663 9,526 9,669 9,569 9,691 9,551
Obligations of State and Political subdivisions 11,032 11,135 11,191 11,391 9,122 9,127
Corporate Notes - - - - 200 202
------------------------------------------------------------------------------------
Investment Securities: $ 30,797 30,594 20,860 20,960 19,013 18,880
------------------------------------------------------------------------------------
</TABLE>
9
<PAGE>
Notes to Condensed Consolidated Financial Statements, continued
(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 March 31, 1997 there were 25,000,000 shares of common stock at $1 par
value authorized with 2,828,912 shares issued and outstanding.
Through March 31, 1997 the Company has issued and outstanding 182,725
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
first quarter Officers of the Company did not exercise any 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 March 31, 1997 was
$23.75. The average number of primary shares outstanding (including dilutive
common stock equivalents) in 1997 was 2,931,874 shares. The average number of
fully diluted shares outstanding (including dilutive common stock equivalents)
in 1997 was 2,932,277 shares. 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 $356,890,000 at March 31, 1997 and $324,217,000 at March
31, 1996 which is an increase of $32,673,000 or 10.1%. Deposits increased by
$11,040,000 from $291,396,000 at March 31, 1996 which is a increase of 3.8% at
March 31, 1997. Total loan volume as of March 31, 1996 stood at $199,739,000,
increasing by $3,516,000 or 1.8% to $203,255,000 at March 31, 1997. At March 31,
1997, total assets increased $26,677,000 over December 31, 1996, deposits
increased $6,490,000 or 2.2% and loans increased $1,957,000 or 1.0%.
The average earning assets were $325,624,000 during the Three months ended
March 31, 1997 and $302,770,000 during the Three months ended March 31, 1996.
This is an increase of $22,854,000 or 7.5%.
Average total assets during the Three months ended March 31, 1997 were
$347,650,000 and $322,743,000 for the Three months ended March 31, 1996. The
return on average total assets was 1.0% for the Three months ended March 31,
1997 and 1.0% for the same period of 1996. Return on average equity for the
first Three months of 1997 and 1996 were 11.2% and 11.3% respectively. Average
equity for both periods was $30,436,000 for the first Three months of 1997 and
$28,682,000 for the first Three months of 1996.
Net income per share was $0.29 for the first Three months of 1997 and $0.28
for the first Three months of 1996. Fully diluted earnings per share data is
based on share equivalent of 2,932,277 March 31, 1997 and 2,917,736 shares March
31, 1996. Net income increased $38,000 or 4.7% comparing the first Three months
of 1997 to the first Three 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.
Had the Company adopted SFAS No. 128 as of March 31, 1997, the proforma
disclosure of basic earnings per share would have been $0.30 and $0.29 for the
three months ended March 31, 1997 and 1996. The proforma disclosure of diluted
earnings per share would have been $0.29 and $0.28 for the three months ended
March 31, 1997 and 1996, respectively.
Net Interest Revenue
Net interest income for the first Three months of 1997 increased $194,000 or
6.1% compared with the same period of 1996. While total interest revenue
increased $307,000 or 5.1%, interest paid increased by $113,000 or 4.0%
resulting in a net effect of a increase of $194,000 or 6.1% in net interest
income. The increase in interest income was the result of a $22,854,000 increase
in the total average of interest earning assets, primarily securities.
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 $396,000 was interest expense on other
borrowed money and note payable which was up $253,000. 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
Three Months Ended March 31,
1997 1996
-----------------------------
Balance at beginning of period $ 2,750,000 2,742,000
Recoveries 8,000 1,000
Less: Charge Offs 194,000 75,000
Provision for Loan Losses 135,000 120,000
- ------------------------------------------------------------------------------
Balance at end of period $ 2,699,000 2,788,000
- ------------------------------------------------------------------------------
The provision for possible loan losses for the first Three months of 1997
amounted to $135,000. It was $120,000 for the first Three months of 1996. Net
charge offs for the first Three months of 1997 totaled $186,000 while net charge
offs for the same period of 1996 were $74,000. The ratio of net charge offs
during the first Three months of 1997 to average loans outstanding during the
same period was .09% and for the first Three months of 1996 was .04%.
The reserve for possible loan losses at March 31, 1997 totaled $2,699,000,
decreasing $89,000, 3.2% from $2,788,000 at March 31, 1996. The Company ratio of
reserve for possible loan losses to total loans outstanding was 1.3% at March
31, 1997, and the same ratio as of March 31, 1996 was 1.4%
Non-performing loans are listed as follows:
03/31/97 03/31/96
-------- --------
Non Accrual $ 4,334,000 $ 2,417,000
Restructured 672,000 555,000
-------------- -------------
$ 5,006,000 $ 2,972,000
The Bank experienced a $2,034,000 increase in non-performing loans in the
first quarter of 1997 over the same period in 1996. Non-accrual loans increased
$1,917,000 to $4,334,000. The $1,917,000 increase primarily consists of ten (10)
borrowers representing $1,420,000 of the increase. There are specific loan loss
reserves of $255,000 allocated to the ten loans representing the $1,420,000. The
remainder of the balance is fully collateralized.
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.
There are no impaired loans under SFAS No. 114 which are not included in
the above table.
The loan loss reserve as of March 31, 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 Three months of 1996 was $379,000
increasing 41.7% to $537,000 reported for the first Three months 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 in 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 Three months of 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 $2,300,000 in the first Three months of
1996 while other operating expenses were $2,586,000 in the first Three months of
1997; reflecting an increase of $286,000 or 12.4% for the first Three months of
1997. The 1997 increase is attributable to normal salary increases and an
increase in full time equivalent, which included the additional staff for two
new branches opened from October 1996 through December 1996. Salary and employee
benefit increased by 3.5% as well as an increase of 8.7% for net occupancy
expense of bank premises. Other expenses increased by 34.6% in 1997. The
increase was attributable to various areas due to the growth of the Bank and
outsourcing. The largest increases were in stationary, printing, and supplies,
marketing and courier expense. The growth of the Bank and a significant increase
in the cost of paper resulted in an increase in stationary, printing, and
supplies for 1997 over 1996 of $20,000. The Bank's marketing expense increased
$20,000 due to marketing a larger geographical area for the new branch locations
and the addition of 34 ATM machines. The expense for courier service increased
$28,000 due to the additional requirement necessary to service the Bank's
expanded branch network. Other areas with increases over 1996 were automated
teller machines and related card holder services up $21,000, postage up $11,000
and expenses for Legal fees, and consultant fees were up $52,000.
Income Taxes
The provision for income taxes for the first Three months of 1997 was
$340,000 and $327,000 for the first Three months of 1996. 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.
13
<PAGE>
Financial Review Management's Discussion and Analysis of Financial Condition
and Result of Operation
Effects of Inflation(continued)
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: May 7, 1997 By /s/ Donald A. Hoyle, Jr
------------ ----------------------------------
Donald A. Hoyle, Jr
President & C.E.O.
Date: May 7, 1997
------------
By /s/ John W. Reuther
----------------------------------
John W. Reuther
Senior Executive Vice President &
Chief Financial Officer
16
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