<PAGE>
FORM 10-Q.--QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended March 31, 2000
--------------
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the transition period from _____________________ to _______________________
(Amended by Exch Act Rel No. 312905. eff 4/26/93.)
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
incorporation or organization) Identification No.)
41 North Main Street, Carbondale, PA 18407
-------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (570) 282-2662
--------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. [ X ] Yes [ ] No
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
[ ] Yes [ ] No
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
The number of shares outstanding as of March 31, 2000 2,864,307 shares
-----------------
<PAGE>
INDEX
PIONEER AMERICAN HOLDING COMPANY, CORP.
<TABLE>
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets--March 31, 2000
and December 31, 1999.-------------------------------------------------------------Pages 2-3
Consolidated Statements of Operations--Three
months ended March 31, 2000 and 1999----------------------------------------------Page 4
Consolidated Statements of Cash Flows--Three months
ended March 31, 2000 and 1999.-----------------------------------------------------Pages 5-6
Notes to Consolidated Financial Statements--
March 31, 2000.--------------------------------------------------------------------Pages 7-8
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.-----------------------------------------------------------Pages 9-12
PART II. OTHER INFORMATION
Item 1. Legal Proceedings--------------------------------------------------------------------Page 13
Item 2. Changes in Securities----------------------------------------------------------------Page 13
Item 3. Defaults upon Senior Securities------------------------------------------------------Page 13
Item 4. Submission of Matters to a Vote of Security Holders----------------------------------Page 13
Item 5. Other Information--------------------------------------------------------------------Page 13
Item 6. Exhibits and Reports on form 8-K-----------------------------------------------------Page 13
SIGNATURES------------------------------------------------------------------------------------Page 14
</TABLE>
1
<PAGE>
PIONEER AMERICAN HOLDING COMPANY, CORP.
Consolidated Balance Sheets
<TABLE>
<CAPTION>
(Dollars in thousands)
- -----------------------------------------------------------------------------------------------------------------
March 31, December 31,
2000 1999
Assets (Unaudited)
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Cash and due from banks $ 13,216 15,198
Securities available for sale (cost of securities of
$116,266 on March 31, 2000 and $117,374 on
December 31, 1999)
Federal agency mortgage backed obligations 44,699 46,028
Other obligations of Federal agencies 44,103 44,237
Obligations of states and political subdivisions 15,952 15,593
Other securities 6,315 6,276
- -----------------------------------------------------------------------------------------------------------------
Total securities available for sale 111,069 112,134
- -----------------------------------------------------------------------------------------------------------------
Securities held to maturity (approximate market value
of $34,560 on March 31, 2000 and $35,499 on
December 31, 1999)
Federal agency mortgage backed obligations 27,562 28,296
Obligations of states and political subdivisions 8,184 8,316
- -----------------------------------------------------------------------------------------------------------------
Total securities held to maturity 35,746 36,612
- -----------------------------------------------------------------------------------------------------------------
Loans, net of unearned discount and deferred loan fees 245,147 244,213
Allowance for loan losses (3,145) (3,057)
- -----------------------------------------------------------------------------------------------------------------
Net loans 242,002 241,156
- -----------------------------------------------------------------------------------------------------------------
Accrued interest receivable 3,015 2,667
Premises and equipment 5,910 6,267
Other real estate owned 168 576
Other assets 4,059 3,612
Cost in excess of fair value of net assets acquired
(net of accumulated amortization of $1,000 at March 31,
2000 and $990 at December 31, 1999) 543 553
- -----------------------------------------------------------------------------------------------------------------
Total assets $ 415,728 418,775
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
2
<PAGE>
PIONEER AMERICAN HOLDING COMPANY, CORP.
Consolidated Balance Sheets, Continued
<TABLE>
<CAPTION>
(Dollars in thousands)
- --------------------------------------------------------------------------------------------------------------
March 31, December 31,
2000 1999
Liabilities and Stockholders' Equity (Unaudited)
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Deposits:
Demand - noninterest bearing $ 45,842 44,752
NOW and Super NOW 33,713 37,491
Savings 56,108 56,305
Money Market 21,059 23,792
Time 143,152 137,133
- --------------------------------------------------------------------------------------------------------------
Total deposits 299,874 299,473
- --------------------------------------------------------------------------------------------------------------
Accrued interest payable 2,179 2,029
Dividends payable 573 573
Other borrowed money 79,489 84,095
Other liabilities 1,520 1,007
- --------------------------------------------------------------------------------------------------------------
Total liabilities 383,635 387,177
- --------------------------------------------------------------------------------------------------------------
Stockholders' equity:
Common stock, $1 par value per share, 25,000,000 shares authorized;
2,935,367 shares at March 31, 2000 and December 31, 1999
issued 2,935 2,935
Additional paid-in capital 11,962 11,962
Retained earnings 22,355 21,889
Accumulated other comprehensive loss (3,429) (3,458)
Less: Treasury stock at cost (71,060 shares)
on March 31, 2000 and December 31, 1999 (1,730) (1,730)
- --------------------------------------------------------------------------------------------------------------
Total stockholders' equity 32,093 31,598
- --------------------------------------------------------------------------------------------------------------
Total liabilities and stockholders' equity $ 415,728 418,775
- --------------------------------------------------------------------------------------------------------------
</TABLE>
3
<PAGE>
PIONEER AMERICAN HOLDING COMPANY, CORP.
Consolidated Statement of Operations (Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
(Dollars in thousands)
- ---------------------------------------------------------------------------------------------------------------------------
March 31, March 31,
2000 1999
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Interest income:
Interest and fees on loans $ 5,048 4,812
Interest on Federal funds sold 4 82
Interest on investments:
Taxable 2,027 1,974
Non-taxable 331 317
- ---------------------------------------------------------------------------------------------------------------------------
Total interest income 7,410 7,185
- ---------------------------------------------------------------------------------------------------------------------------
Interest expense:
Interest on deposits 2,637 2,729
Interest on other borrowed money 1,135 968
- ---------------------------------------------------------------------------------------------------------------------------
Total interest expense 3,772 3,697
- ---------------------------------------------------------------------------------------------------------------------------
Net interest income 3,638 3,488
Provision for loan losses 120 75
- ---------------------------------------------------------------------------------------------------------------------------
Net interest income after provision for loan losses 3,518 3,413
- ---------------------------------------------------------------------------------------------------------------------------
Other operating income:
Service charges on deposit accounts 388 376
ATM fees 138 141
Other income 195 126
- ---------------------------------------------------------------------------------------------------------------------------
Total other operating income 721 643
- ---------------------------------------------------------------------------------------------------------------------------
Other operating expenses:
Salaries and employee benefits 1,322 1,331
Net occupancy expense of bank premises 269 285
Furniture and equipment expenses 225 242
Data processing expense 44 65
Other expenses 915 950
- ---------------------------------------------------------------------------------------------------------------------------
Total other operating expenses 2,775 2,873
- ---------------------------------------------------------------------------------------------------------------------------
Income before income taxes 1,464 1,183
Income tax expense 425 300
- ---------------------------------------------------------------------------------------------------------------------------
Net income $ 1,039 883
- ---------------------------------------------------------------------------------------------------------------------------
Other comprehensive income net of tax
Unrealized gain/loss on securities
Unrealized holding gain/(loss) arising during the period 29 (862)
Comprehensive income 1,068 21
- ---------------------------------------------------------------------------------------------------------------------------
Earnings Per Share Data:
Basic $ 0.36 0.30
Diluted 0.36 0.30
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
4
<PAGE>
PIONEER AMERICAN HOLDING COMPANY, CORP.
Consolidated Statement of Cash Flows (Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
(Dollars in thousands)
- ---------------------------------------------------------------------------------------------------------------------------
March 31, March 31,
2000 1999
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 1,039 883
Adjustments to reconcile net income to net
cash from operating activities:
Accretion of discount on securities
and money market investments (13) (58)
Amortization of premium on investment
securities 39 145
Provision for loan losses 120 75
Decrease in deferred loan fees (20) (30)
Increase in accrued interest receivable (348) (345)
Depreciation and amortization of premises
and equipment 237 263
Gain on sale of premises and equipment (32) 0
Loss on sale of other real estate 120 33
Proceeds from the sale of
PHEAA loans 297 216
Increase in other assets (461) (110)
Amortization of goodwill 10 10
Increase in accrued interest payable 150 204
Increase (decrease) in other liabilities 513 (14)
- ---------------------------------------------------------------------------------------------------------------------------
Total adjustments to reconcile net income to net cash
from operating activities 612 389
- ---------------------------------------------------------------------------------------------------------------------------
Net cash from operating activities 1,651 1,272
- ---------------------------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
Proceeds from maturities and calls of securities
held to maturity 853 3,299
Proceeds from maturities and calls of
securities available for sale 1,109 11,528
Purchases of securities available for sale (14) (33,947)
Net increase in loans made to customers, excluding
provision for loan losses and change in
deferred loan fees (1,243) (12,332)
Acquisition of premises and equipment (12) (112)
Proceeds from sale of premises and equipment 164 0
Proceeds from sale of other real estate 288 317
- ---------------------------------------------------------------------------------------------------------------------------
Net cash used in investing activities 1,145 (31,247)
- ---------------------------------------------------------------------------------------------------------------------------
</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,
2000 1999
- -------------------------------------------------------------------------------------------------------
<S> <C> <C>
Cash flows from financing activities:
Net increase(decrease) in demand, NOW and Super NOW,
savings, money market and time deposits. $ 401 (1,953)
Dividends paid (573) (584)
Exercise of stock options 0 113
Purchase of treasury stock 0 (112)
Addition to other borrowed money 0 25,000
Repayment of other borrowed money (4,606) (967)
- -------------------------------------------------------------------------------------------------------
Net cash from financing activities (4,778) 21,497
- -------------------------------------------------------------------------------------------------------
Net decrease in cash and cash equivalents (1,982) (8,478)
Cash and cash equivalents at beginning of period 15,198 21,577
- -------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period $ 13,216 13,099
- -------------------------------------------------------------------------------------------------------
Supplemental Disclosure:
Cash payments for interest 3,622 3,493
Cash payments for income taxes 450 250
Transfer of assets from loans
to other real estate 0 149
Net unrealized loss(gain) on securities
available for sale, gross (43) 1,307
Tax effect on unrealized loss(gain)
on securities available for sale (14) 445
- -------------------------------------------------------------------------------------------------------
</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 (the
"Bank") provide a wide range of banking services to individual and corporate
customers through its branch banks in Lackawanna, Luzerne, Wayne, Wyoming, 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, 1999. The results for the three months ended March 31,
2000 are not necessarily indicative of the results that may be expected for the
year ended December 31, 2000. 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 the
date of the balance sheet and revenues and expenses for the period. Actual
results could differ significantly from those estimates.
Impact of Other Recently Issued Accounting Standards -- In June 1998, the
FASB issued SFAS No. 133, Accounting for Derivative Instruments and Hedging
Activities. This statement (as amended by SFAS No. 137 in June, 1999)
establishes accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts,
(collectively referred to as derivatives) and for hedging activities. It
requires that an entity recognizes all derivatives as either assets or
liabilities in the statement of financial position and measures those
instruments at fair value. The accounting for changes in the fair value of a
derivative depends on the intended use of the derivative and the resulting
designation. If certain conditions are met, a derivative may be specifically
designated as (a) a hedge of certain exposure to changes in the fair value of a
recognized asset or liability or an unrecognized firm commitment, (b) a hedge of
the exposure to variable cash flows of a forecasted transaction, or (c) a hedge
of certain foreign currency exposures. SFAS No. 133, as amended, is effective
for all fiscal quarters of fiscal years beginning after June 15, 2000. Earlier
adoption is permitted. The Company has not yet determined the impact, if any, of
this statement, including its provisions for the potential reclassifications of
investment securities, on earnings, financial condition or equity.
(2) Securities Portfolio
Securities available for sale at March 31, 2000 and December 31, 1999 are
summarized as follows: (000's)
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
Cost Market Value Cost Market Value
----------------------------------------------------------------------
<S> <C> <C> <C> <C>
Federal agency mortgage backed
obligations $ 47,513 44,699 48,633 46,028
Other obligations of Federal agencies 45,976 44,103 45,980 44,237
Obligations of State and Political subdivisions 16,487 15,952 16,485 15,593
Other securities 6,290 6,315 6,276 6,276
----------------------------------------------------------------------
Securities available for sale: $ 116,266 111,069 117,374 112,134
----------------------------------------------------------------------
</TABLE>
The adjustment in stockholders' equity for the unrealized loss of the securities
available for sale at March 31, 2000, net of tax, was $(3,429,000). Included in
other assets are net deferred tax assets of $1,768,000 for this same unrealized
loss.
Securities held to maturity at March 31, 2000 and December 31, 1999 are
summarized as follows: (000's)
7
<PAGE>
Notes to Condensed Consolidated Financial Statements
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
Cost Market Value Cost Market Value
--------------------------------------------------------------------
<S> <C> <C> <C> <C>
Federal agency mortgage backed
obligations $ 27,562 26,321 28,296 27,198
Obligations of State and Political subdivisions 8,184 8,239 8,316 8,301
--------------------------------------------------------------------
Securities held to maturity: $ 35,746 34,560 36,612 35,499
--------------------------------------------------------------------
</TABLE>
(3) Stockholders' Equity and Per Share Data
The Company currently has one million shares of authorized, but unissued
preferred stock. At March 31, 2000 there were 25,000,000 shares of common stock
at $1 par value authorized with 2,935,367 shares issued and 2,864,307
outstanding.
At March 31, 2000 the Company had issued and outstanding 45,125 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 of
2000 no options were exercised.
Basic earnings per share is calculated by dividing net income by the
weighted average shares outstanding during the period. The dilutive effect of
stock options is excluded from basic earnings per share, but included in the
computation of diluted earnings per share.
The following table sets forth the computation of basic and diluted earnings
per share (in thousands, except per share data):
<TABLE>
<CAPTION>
Three Months Ended
March 31,
2000 1999
---- ----
<S> <C> <C>
Numerator:
Net income $1,039 883
====== ======
Denominator:
Denominator for basic earnings per share -
weighted average shares 2,864 2,921
Effect of dilutive securities -
Employee stock options 23 26
------ ------
Denominator for diluted earnings per share -
adjusted weighted average shares and
assumed conversion 2,887 2,947
====== ======
Basic earnings per share $ 0.36 0.30
====== ======
Diluted earnings per share $ 0.36 0.30
====== ======
</TABLE>
The market value of the common shares of the Company at March 31, 2000 was
$20.75 per share.
8
<PAGE>
Management's Discussion and Analysis of Financial Condition and
Results of Operation
Highlights
Total assets decreased $3,047,000 or by .7% to $415,728,000 at March 31,
2000 from $418,775,000 at December 31, 1999. The primary reasons for the
decrease were decreases in Cash and Due from Banks of $1,982,000, Securities
Available for Sale of $1,065,000, and Securities Held to Maturity of $866,000,
which were partially offset by increases in Net Loans of $846,000 and Other
Assets of $447,000.
Total liabilities decreased $3,542,000 from December 31, 1999 to March 31,
2000. The primary reason for the decrease was a decrease in Other Borrowed Money
of $4,606,000 offset, in part, by increases in Total Deposits of $401,000 and
Other Liabilities of $513,000.
Total Stockholders' Equity increased $495,000 primarily as a result of an
increase in Retained Earnings combined with an increase in Accumulated Other
Comprehensive Income.
Average earning assets were $391,265,000 during the three months ended March
31, 2000 and $388,816,000 during the three months ended March 31, 1999, an
increase of $2,449,000 or .6%.
Average total assets for the three months ended March 31, 2000 were
$418,095,000 and $415,913,000 for the three months ended March 31, 1999. The
return on average total assets was 1.00% for three months ended March 31, 2000.
The return on average total assets was .86% for the three months ended March 31
1999. Return on average equity for the three months ended March 31, 2000 was
12.64% and for the same period in 1999 was 10.02%. Average equity was
$32,965,000 for the first three months of 2000 and $35,738,000 for the first
three months of 1999.
Net income increased $156,000 or 17.7% comparing the first three months of
2000 to the first three months of 1999. The increase in 2000 was driven by an
increase in net interest income after provision for loan losses together with an
increase in total other operating income and a decrease in total other operating
expenses.
Net income for both diluted and basic earnings per share was $.36 for the
first three months of 2000 and $.30 for the first three months of 1999.
Available for Sale and Securities Held to Maturity
The Bank's securities portfolio decreased $1,931,000 or 1.3% at March 31,
2000 compared to December 31, 1999. This decrease was in both the Banks'
securities available for sale and securities held to maturity and was due
primarily to the receipt of payments on mortgage-backed securities held in the
Bank's investment portfolio. Offsetting this decrease was a slight increase of
$359,000 in obligation of state and political subdivision and $39,000 in other
securities, under securities available for sale.
Net Loans
Net loans increased by $846,000 or .4% at March 31, 2000 compared to
December 31, 1999. This increase in net loans was primarily driven by a $3.0
million increase in commercial loans offset by a decrease of $2.0 million in
installment loans. Mortgage loans remained relatively constant at March 31, 2000
compared to December 31, 1999.
Other Assets
Other assets increased to $4,059,000 at March 31, 2000 from $3,612,000 at
December 31, 1999. This increase was primarily due to the increase in the Bank's
prepaid expenses during the first quarter of 2000.
Total Deposits
Total Deposits were $299,874,000 at March 31, 2000 and $299,473,000 at
December 31, 1999, an increase of $401,000 or .1%. During the first three months
of 2000 NOW and Super NOW deposits decreased $3,778,000. Money Market accounts
also decreased by $2,733,000. Offsetting these decreases was an increase in time
deposits of $6,019,000. Savings and demand non-interest bearing deposits
remained fairly constant.
Other Borrowed Money
Other borrowed money decreased $4,606,000 at March 31, 2000 from December
31, 1999. Other borrowed money short term was $1,125,000 at March 31, 2000
compared to $4,700,000 at December 31, 1999, a decrease of $3,575,000. The
remainder of the decrease in other borrowed money resulted from the scheduled
repayment of longer term debt.
9
<PAGE>
Management's Discussion and Analysis of Financial Condition and
Results of Operation, continued
Net Interest Income
Net interest income before the provision for loan losses increased by
$150,000 to $3,638,000 for the three month period ended March 31, 2000 compared
to the same period during the prior year.
Total interest income increased $225,000 for the three month period ended
March 31, 2000 compared to the same period in 1999. Average interest earning
assets increased by $2,449,000 for the three month period in 2000 compared to
the same period in 1999. The average yield on interest earning assets increased
approximately 20 basis points using the same 2000 and 1999 comparative period.
Total interest expense increased $75,000 for the three month period ended
March 31, 2000 compared to the same period in 1999. Average interest bearing
liabilities increased by $3,655,000 for the three month period in 2000 compared
to the same period in 1999. The average cost of interest bearing liabilities
increased approximately 04 basis points using the same 2000 and 1999 comparative
period.
Market Risk and Interest Rate Risk
Market risk is the risk to a Company's financial position resulting from
changes in market prices or rates. The Company's market risk arises primarily
from interest rate risk inherent in its lending, investment and deposit taking
activities. The Company, through its asset liability management committee, works
to evaluate, monitor and limit its exposure to interest rate risk.
In addition to static gap analysis, the Company also uses simulation
analysis to help monitor and manage interest rate risk. In this analysis the
Company examines the result of a 200 basis point change in market interest rates
and the effect on net interest income. It is assumed that the change is
instantaneous and that all rates move in a parallel manner. Assumptions are also
made concerning prepayment speeds on mortgage loans and mortgage securities as
well as growth rates of deposit and loan portfolios. The results of this rate
shock are a useful tool to assist the Company in assessing the interest rate
risk inherent in its balance sheet. Below are the results of this rate shock
analysis as of March 31, 2000 and 1999.
<TABLE>
<CAPTION>
March 31, 2000 March 31, 1999
---------------------------------------- ----------------------------------------
Net Interest Percentage Change in Net Interest Percentage Change in
Change in Rates Income Change Net Interest Income Income Change Net Interest Income
--------------- ------------- ------------------- ------------- -------------------
<S> <C> <C> <C> <C>
+200 38 0.25% 692 4.49%
Static - - - -
-200 (821) (5.38%) (1,685) (10.93%)
</TABLE>
A 200 basis point rise in interest rates results in a .25% increase in
interest income. A 200 basis point decrease in interest rates results in a
decrease in interest income primarily due to optionality in the Company's
securities portfolio. In a falling rate environment it is assumed that certain
of the Company's securities would be called and the resulting cash flows would
be reinvested at the lower prevailing rates.
Provision / Reserve for Loan Losses and Nonperforming Loans
<TABLE>
<CAPTION>
March 31, December 31, March 31,
2000 1999 1999
----------------------------------------------------------------------
<S> <C> <C> <C>
Balance at beginning of period $ 3,057,000 2,909,000 2,909,000
Recoveries 13,000 42,000 3,000
Less: Charge Offs 45,000 264,000 123,000
Provision for Loan Losses 120,000 370,000 75,000
- -----------------------------------------------------------------------------------------------------------------------------
Balance at end of period $ 3,145,000 3,057,000 2,864,000
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
The provision for loan losses for the first three months of 2000 amounted to
$120,000 compared to $75,000 for the three months ended March 31, 1999. Net
charge offs for the first three months of 2000 totaled $32,000 while net charge
offs for the comparable period in 1999 were $120,000. The ratio of net charge
offs to average loans outstanding was .01% for the first three months of 2000
and .05% for the first three months of 1999.
The allowance for loan losses at March 31, 2000 totaled $3,145,000,
increasing $88,000 or 2.88% from $3,057,000 at December 31, 1999. The Company's
ratio of allowance for loan losses to total loans outstanding was 1.28% at March
31, 2000, compared to 1.25% at December 31, 1999.
10
<PAGE>
Management's Discussion and Analysis of Financial Condition and
Results of Operation, continued
Provision / Reserve for Loan Losses and Nonperforming Loans, continued
03/31/2000 12/31/1999
------------ ------------
Non Accrual $ 1,968 $ 1,444
90 Days and More Past Due 1,092 1,076
Restructured 1,184 1,014
-------- -------
$ 4,244 $ 3,534
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 reserves the accrued interest on all
commercial loans over ninety days past due and these loans are included in the
non-accrual totals. Mortgages past due 90 days or more are placed in non-accrual
status unless the Bank considers the loan to be well secured and in the process
of collection. Consumer loans that are not secured by real estate are generally
charged off after 120 days past due.
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, 2000 has been deemed adequate by
management. This amount is sufficient to cover inherent losses in the loan
portfolio given the present past due, nonperforming and classified loan levels.
Determination of 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, as amended.
Other Operating Income
Other operating income increased $78,000 or 12.1% for the three month period
ended March 31, 2000 compared to the same period in 1999. During the first
quarter of 2000 the Bank sold one of its supermarket branches to another
financial institution. The transaction resulted in a net gain of $54,000 which
was recognized during the first quarter of 2000.
Other Operating Expenses
Other operating expenses decreased $98,000 or 3.4% for the three month
period ended March 31, 2000 compared to the same period in 1999.
Together with slight decreases in salaries and employee benefits and
occupancy expenses, the decrease in other operating expenses for the three month
period was due primarily to a $21,000 decrease in data processing expense
combined with a $35,000 decrease in other expenses. The decrease in other
expense resulted primarily from decreases in marketing expense, legal fees and
supplies. Other expense for the first quarter of 1999 included approximately
$78,000 of severance expenses related to the retirement of the Company's Chief
Executive Officer. Other expenses for the first quarter of 2000 included
approximately $93,000 of merger related expenses.
Income Taxes
The provision for income taxes for the first three months of 2000 was
$425,000 compared to $300,000 for the first three months of 1999. The effective
rate for the first three months of 2000 was 29.0% compared to 25.4% for the same
period of 1999. The fluctuation in the Company's tax expense and effective tax
rate is primarily due to management's strategy of investing in tax free
securities and to the level of pre-tax income. For the first three months of
2000 the Bank had non-deductible merger expenses of approximately $93,000.
Liquidity and Capital Adequacy
The objectives of the Corporation's capital management policy place 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, together with other management analysis, enables the bank
to meet its cash flow requirements and adapt to the changing needs of the
Company's customers and the requirements of regulatory agencies. As of March 31,
2000, the most recent notification from the Office of the Comptroller of the
Currency categorized the Bank as well capitalized under its regulatory
guidelines. To be categorized as well capitalized the Bank must maintain minimum
total risk-based, Tier 1 risk-based, and Tier 1 leverage ratios of greater than
or equal to 10%, 6%, and 5%, respectively.
11
<PAGE>
Management's Discussion and Analysis of Financial Condition and
Results of Operation, continued
Liquidity and Capital Adequacy, continued
Liquidity involves the Company's ability to raise funds to support asset
growth, meet deposit withdrawal and other borrowing needs, maintain reserve
requirements and otherwise operate the Company on an ongoing basis. To adjust
for the effects of a changing interest rate environment and deposit structure,
the Company's management monitors its liquidity requirements through its
asset/liability management program. This program, along with other management
analysis, enables the bank to meet its cash flow requirements and adapt to the
changing needs of individual customers and the requirements of regulatory
agencies.
Among the sources of asset liquidity are cash and due from banks, Federal
Funds sold, securities available for sale, mortgage loans available for sale,
and funds received from the repayment of loans and the maturing of investments.
In addition to these sources of liquidity and loan repayments, the Company has
the ability to secure borrowings collateralized by the securities portfolio.
Through the use of these and other sources, management believes the Company has
adequate liquidity in both the short-term and the long-term to carry out the
Company's growth and profitability strategies.
Effects of Inflation
Economic conditions are reviewed by management in a continuing effort to
adjust to the changing economic environment. The effects of these changes on the
banking industry as a whole and in the Company's market area are reviewed by
management in order to compete at a level consistent with the goals of
profitability and a sound management policy.
Increases in the rate of inflation can increase longer term interest rates,
which can reduce the value of securities held to maturity, 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 fluctuating
in response to economic changes, 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 include the pricing of collateral on a regular basis, as
necessary.
Year 2000
Year 2000 Compliance
Year 2000 issues could have resulted from the inability of many computer
programs or computerized equipment to accurately calculate, store or use a date
after December 31, 1999. The erroneous date can be interpreted in a number of
different ways, the most common being Year 2000 represented as the year 1900.
Correctly identifying and processing Year 2000 as a leap year may also be an
issue. These misinterpretations of various dates in the Year 2000 could result
in a system failure or miscalculations causing disruptions of normal business
operations including, among other things, a temporary inability to process
transactions, track important customer account information, or provide
convenient access to this information.
Company State of Readiness
The Company has completed an assessment of its core financial and
operational software systems and has taken the necessary steps to bring them
into compliance. The transition to the Year 2000 took place with no disruption
of normal business operation. The Company will continue to monitor its financial
and operational software systems for signs of Year 2000 related issues, although
none are expected. The Company expects no significant future expense in the Year
2000 related to this issue.
Forward Looking Statements
Within this quarterly report we have included certain "forward looking
statements" concerning the future operations of the Corporation. It is
management's desire to take advantage of the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995. This statement is for the
express purpose of availing the Corporation of the protections of such safe
harbor with respect to all "forward looking statements" contained in this
report. We have used "forward looking statements" to describe the future plans
and strategies including our expectations of the Corporation's future financial
results and Year 2000 issues. Management's ability to predict results or the
effect of future plans and strategy is inherently uncertain. Factors that could
affect results include interest rate trends, competition, the general economic
climate in Pennsylvania, and the country as a whole, loan delinquency rates, and
changes in federal and state regulation. These factors should be considered in
evaluating the "forward looking statements", and undue reliance should not be
placed on such statements.
12
<PAGE>
Part II.
Item 1. Legal Proceedings
Pioneer American received a letter dated March 9, 2000, from counsel retained by
a former executive officer of Pioneer American, stating an intention to take
legal action against Pioneer American in connection with the purchase of his
shares by Pioneer American in August of 1999. In the letter, the former
executive officer demands that payment be made to him in the approximate amount
of $592,285. Pioneer American believes that this claim is without merit and
intends to aggressively defend any action if formal proceedings are instituted.
Because no formal action has been instituted, Pioneer American is unable to
ascertain whether an unfavorable outcome is either probable or remote, or in the
event of an unfavorable outcome, the amount of the loss, if any.
Item 2. Changes in Securities
None
Item 3. Default Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
On December 8, 1999, NBT Bancorp, Inc. the parent company of NBT Bank, N.A. and
Pioneer American Holding Company Corp. announced the signing of a definitive
agreement of merger. The merger is subject to the approval of each Company's
shareholders and of banking regulators. The merger is expected to close in the
second quarter of 2000 and is intended to be accounted for as a
pooling-of-interests and to qualify as a tax-free exchange for Pioneer American
shareholders.
Item 6. Exhibits and Reports on Form 8-K
During the quarter ended March 31, 2000, the Company filed the following current
reports on form 8-K.
(1) A report filed January 4, 2000 stating that Pioneer American Holding
Company Corp. and NBT Bancorp Inc. announced that they had entered into an
Agreement and Plan of Merger, dated as of December 7, 1999.
13
<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 8, 2000 By
----------- --------------------------------
John W. Reuther
President & C.E.O.
Date: May 8, 2000 By
----------- -------------------------------
Richard J. Lapera
Vice President & Comptroller
Date: May 8, 2000 By
----------- --------------------------------
Allan A. Muto
Chief Financial Officer
14
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