U.S. Securities and Exchange Commission

Washington, D.C.  20549

 

Form 10-Q

 

ý

 

 

Quarterly Report Pursuant To Section 13 or 15 (d) of the
Securities Exchange Act of 1934

 

 

 

For the Quarter Ended June 30, 2003

 

 

 

Or

 

 

 

o

 

 

Transition Report Pursuant To Section 13 or 15 (d) of the
Securities Exchange Act of 1934

 

 

 

Commission file number  000-26601

 

Pelican Financial, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

58-2298215

(State or Other Jurisdiction of
Incorporation or Organization)

 

(IRS Employer
Identification No.)

 

3767 Ranchero Drive
Ann Arbor, Michigan  48108

(Address of Principal Executive Offices)

 

734-662-9733

(Registrant’s Telephone Number, Including Area Code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes    ý     No    o

 

Indicate the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:

 

Common Stock Outstanding as of July 31, 2003

 

Common stock, $0.01 Par value                                    4,441,221 Shares

 

 



 

Index

 

Part I. Financial Information

 

 

Item 1.  Financial Statements (unaudited)

 

 

 

Consolidated Balance Sheets as of June 30, 2003 and December 31, 2002

 

 

 

Consolidated Statements of Income and Comprehensive Income for the Three and Six Months Ended June 30, 2003 and 2002

 

 

 

Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2002 and 2002

 

 

 

Notes to Consolidated Financial Statements

 

 

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

 

 

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

 

 

Part II.        Other Information

 

 

Item 1.  Legal Proceedings

 

 

Item 2.  Changes in Securities and Use of Proceeds

 

 

Item 3.  Defaults Upon Senior Securities

 

 

Item 4.  Submission of Matters to a Vote of Shareholders

 

 

Item 5.  Other Information

 

 

Item 6.  Exhibits and Reports on Form 8-K

 

 

Part III.     Other Information

 

 

Certification of Principal Executive Officer

 

 

Certification of Principal Financial Officer

 



 

PELICAN FINANCIAL, INC.

Consolidated Balance Sheets

 

 

 

June 30,
2003

 

December 31,
2002

 

 

 

(Unaudited)

 

 

 

ASSETS

 

 

 

 

 

Cash and cash equivalents

 

 

 

 

 

Cash and due from banks

 

$

5,027,284

 

$

10,410,554

 

Interest-bearing deposits

 

107,944,204

 

33,005,000

 

Federal funds sold

 

6,530,701

 

13,946,381

 

Total cash and cash equivalents

 

119,502,189

 

57,361,935

 

Accounts receivable, net

 

6,826,540

 

7,962,115

 

Securities available for sale

 

4,984,310

 

2,560,305

 

Federal Reserve & Federal Home Loan Bank Stock

 

1,230,000

 

1,330,000

 

Loans held for sale

 

248,234,005

 

192,488,348

 

Loans receivable, net

 

104,291,350

 

104,533,053

 

Mortgage servicing rights, net

 

14,041,059

 

13,799,691

 

Other real estate owned

 

1,855,102

 

1,293,148

 

Premises and equipment, net

 

2,712,114

 

2,410,902

 

Other assets

 

2,068,723

 

1,958,466

 

 

 

 

 

 

 

 

 

$

505,745,392

 

$

385,697,963

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

Liabilities

 

 

 

 

 

Deposits

 

 

 

 

 

Noninterest-bearing

 

$

123,817,309

 

$

87,304,821

 

Interest-bearing

 

73,168,975

 

66,428,958

 

Total deposits

 

196,986,284

 

153,733,779

 

Due to bank

 

58,302,118

 

34,849,016

 

Notes payable

 

74,605,436

 

43,866,403

 

Repurchase agreements

 

94,569,913

 

82,987,994

 

Federal Home Loan Bank borrowings

 

18,000,000

 

18,000,000

 

Other liabilities

 

26,153,250

 

20,430,113

 

Total liabilities

 

468,617,001

 

353,867,305

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

Shareholders’ equity

 

 

 

 

 

Preferred stock, 200,000 shares authorized; none outstanding

 

 

 

 

 

Common stock, $.01 par value 10,000,000 shares authorized; 4,441,221 and 4,440,241 outstanding at June 30, 2003 and December 31, 2002 respectively

 

44,412

 

44,402

 

Additional paid in capital

 

15,351,796

 

15,345,573

 

Retained earnings

 

21,726,859

 

16,426,842

 

Accumulated other comprehensive income, net of tax

 

5,324

 

13,841

 

Total shareholders’ equity

 

37,128,391

 

31,830,658

 

 

 

 

 

 

 

 

 

$

505,745,392

 

$

385,697,963

 

 

See accompanying notes to the financial statements

 

3



 

PELICAN FINANCIAL, INC.

Consolidated Statements of Income and Comprehensive Income (Unaudited)

 

 

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

 

 

 

2003

 

2002

 

2003

 

2002

 

Interest income

 

 

 

 

 

 

 

 

 

Loans, including fees

 

$

6,237,562

 

$

4,373,744

 

$

11,580,229

 

$

10,376,294

 

Investment securities, taxable

 

125,779

 

180,401

 

204,261

 

292,240

 

Federal funds sold and overnight accounts

 

145,002

 

78,691

 

245,017

 

119,503

 

Total interest income

 

6,508,343

 

4,632,836

 

12,029,507

 

10,788,037

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

 

 

 

 

 

 

 

Deposits

 

548,019

 

850,761

 

1,132,734

 

1,742,569

 

Other borrowings

 

1,989,911

 

1,273,732

 

3,653,143

 

2,935,773

 

Total interest expense

 

2,537,930

 

2,124,493

 

4,785,877

 

4,678,342

 

 

 

 

 

 

 

 

 

 

 

Net interest income

 

3,970,413

 

2,508,343

 

7,243,630

 

6,109,695

 

 

 

 

 

 

 

 

 

 

 

Provision for loan losses

 

290,000

 

80,000

 

370,000

 

230,000

 

 

 

 

 

 

 

 

 

 

 

Net interest income after provision for loan losses

 

3,680,413

 

2,428,343

 

6,873,630

 

5,879,695

 

 

 

 

 

 

 

 

 

 

 

Noninterest income

 

 

 

 

 

 

 

 

 

Gain on sales of securities

 

57,708

 

50,070

 

129,360

 

50,070

 

Service charges on deposit accounts

 

47,615

 

31,302

 

100,209

 

72,122

 

Servicing income

 

1,718,934

 

1,649,970

 

3,444,115

 

2,919,617

 

Gain on sales of mortgage servicing rights and loans, net

 

15,089,407

 

2,956,481

 

26,550,985

 

11,793,457

 

Other income

 

369,160

 

165,623

 

542,182

 

227,506

 

Total noninterest income

 

17,282,824

 

4,853,446

 

30,766,851

 

15,062,772

 

 

 

 

 

 

 

 

 

 

 

Noninterest expense

 

 

 

 

 

 

 

 

 

Compensation and employee benefits

 

7,627,988

 

2,782,718

 

13,675,940

 

8,012,540

 

Occupancy and equipment

 

697,299

 

452,175

 

1,315,631

 

824,986

 

Telephone

 

180,823

 

141,926

 

333,868

 

289,180

 

Postage

 

213,581

 

134,869

 

404,867

 

279,761

 

Amortization of loan servicing rights

 

1,461,817

 

1,197,376

 

2,649,485

 

2,126,862

 

Loan servicing rights valuation adjustment

 

2,830,175

 

2,718,506

 

4,635,179

 

2,881,523

 

Other noninterest expense

 

2,983,335

 

1,482,877

 

5,210,075

 

3,165,019

 

Total noninterest expense

 

15,995,018

 

8,910,447

 

28,225,045

 

17,579,871

 

 

 

 

 

 

 

 

 

 

 

Income (loss) before income taxes

 

4,968,219

 

(1,628,658

)

9,415,436

 

3,362,596

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

1,711,098

 

(549,306

)

3,227,287

 

1,151,624

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

3,257,121

 

$

(1,079,352

)

$

6,188,149

 

$

2,210,972

 

 

 

 

 

 

 

 

 

 

 

Basic earnings (loss) per share

 

$

0.73

 

$

(0.24

)

$

1.39

 

$

0.50

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings (loss) per share

 

$

0.73

 

$

(0.24

)

$

1.39

 

$

0.49

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income (loss)

 

$

3,394,568

 

$

(1,028,246

)

$

6,179,632

 

$

2,232,839

 

 

See accompanying notes to the financial statements

 

4



 

PELICAN FINANCIAL, INC.

Consolidated Statements of Cash Flows (Unaudited)

Six Months Ended June 30,

 

 

 

2003

 

2002

 

Cash flows from operating activities

 

 

 

 

 

Net cash provided (used) by operating activities

 

$

(59,217,700

)

$

127,989,757

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

Loans receivable originations, net

 

(128,297

)

(6,377,778

)

Proceeds from sales of mortgage servicing rights

 

16,746,523

 

6,176,072

 

Other real estate owned, net

 

(561,954

)

(702,296

)

Property and equipment expenditures, net

 

(635,694

)

(887,440

)

Purchase of securities available for sale

 

(44,775,000

)

(12,000,000

)

Proceeds from sales of  securities available for sale

 

42,457,589

 

9,610,070

 

Proceeds from maturities and principal repayments of securities available for sale

 

10,127

 

1,370,279

 

Purchase (retirement) of Federal Reserve Stock

 

100,000

 

(260,000

)

Net cash provided (used) by investing activities

 

13,213,294

 

(3,071,093

)

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

Increase in deposits

 

43,252,505

 

28,244,064

 

Increase (decrease) in due to bank

 

23,453,102

 

(15,309,672

)

Increase (decrease) in notes payable due on demand

 

30,739,032

 

(39,790,864

)

Advances on Federal Home Loan Bank borrowings

 

 

4,000,000

 

Proceeds from exercise of stock options

 

6,233

 

154,603

 

Cash dividends

 

(888,131

)

 

Increase (decrease) in repurchase agreements

 

11,581,919

 

(76,585,624

)

Net cash provided (used) by financing activities

 

108,144,660

 

(99,287,493

)

 

 

 

 

 

 

Net change in cash and cash equivalents

 

62,140,254

 

25,631,171

 

 

 

 

 

 

 

Cash and cash equivalents at beginning of period

 

57,361,935

 

16,884,630

 

 

 

 

 

 

 

Cash and cash equivalents at end of period

 

$

119,502,189

 

$

42,515,801

 

 

See accompanying notes to the financial statements

 

5



 

PELICAN FINANCIAL, INC.

Notes to the Consolidated Financial Statements (Unaudited)

 

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation:

 

The unaudited consolidated financial statements as of and for the three and six months periods ended June 30, 2003 and 2002, include the accounts of Pelican Financial Inc. (“Pelican Financial”) and its wholly owned subsidiaries Pelican National Bank (“Pelican National”) and Washtenaw Mortgage Company  (“Washtenaw”) for all periods.  All references herein to Pelican Financial include the consolidated results of its subsidiaries.   All significant intercompany accounts and transactions have been eliminated in consolidation.

 

Stock Compensation:

Compensation expense under stock options is reported using the intrinsic value method.  No stock-based compensation cost is reflected in net income, as all options granted had an exercise price equal to or greater than the market price of the underlying common stock at date of grant.  The following table illustrates the effect on net income and earnings per share if expense was measured using the fair value recognition provisions of FASB Statement No. 123, Accounting for Stock-Based Compensation.

 

 

 

Three Months Ended June 30,

 

 

 

2003

 

2002

 

Net income as reported

 

$

3,257,121

 

$

(1,079,352

)

Stock-based compensation expense, net of
forfeitures, using fair value method

 

9,778

 

(14,528

)

Pro forma net income

 

$

3,266,899

 

$

(1,093,880

)

 

 

 

 

 

 

Basic earnings per share as reported

 

$

0.73

 

$

(0.24

)

Pro forma basic earnings per share

 

0.74

 

(0.24

)

 

 

 

 

 

 

Diluted earnings per share

 

$

0.73

 

$

(0.24

)

Pro forma diluted earnings per share

 

0.73

 

(0.24

)

 

 

 

Six Months Ended June 30,

 

 

 

2003

 

2002

 

Net income as reported

 

$

6,188,149

 

$

2,210,972

 

Stock-based compensation expense, net of
forfeitures, using fair value method

 

724

 

(29,056

)

Pro forma net income

 

$

6,188,873

 

$

2,181,916

 

 

 

 

 

 

 

Basic earnings per share as reported

 

$

1.39

 

$

0.50

 

Pro forma basic earnings per share

 

1.39

 

0.50

 

 

 

 

 

 

 

Diluted earnings per share

 

$

1.39

 

$

0.49

 

Pro forma diluted earnings per share

 

1.39

 

0.49

 

 

Cumulative Effect of Change in Accounting Principle:

 

The Derivative Implementation Group (DIG) of the Financial Accounting Standards Board (FASB) issued guidance on mortgage loan rate lock commitments to borrowers.  The guidance categorizes as derivatives rate lock commitments on loans intended for sale, and was effective July 1, 2002.   Upon adopting this guidance on July 1, 2002, the Company began recording the fair value of rate lock commitments as derivatives, and accordingly the fair value of rate lock commitments is included in the June 30, 2003 financial statements but is not included in the June 30, 2002 financial statements.  The effect of following this guidance on the June 30, 2003 financial statements was a reduction of pre-tax income of $1,661,028.

 

6



 

NOTE 2 – BASIS OF PRESENTATION

 

The accompanying unaudited consolidated financial statements were prepared in accordance with instructions for Form 10-Q and, therefore, do not include information or footnotes necessary for a complete presentation of consolidated financial condition, results of operations, and cash flows in conformity with accounting principles generally accepted in the United States of America.  However, all adjustments, consisting of normal recurring accruals, which, in the opinion of management, are necessary for fair presentation of the consolidated financial statements have been included.  The results of operations for the period ended June 30, 2003, are not necessarily indicative of the results which may be expected for the entire fiscal year or for any other period.  For further information, refer to the consolidated financial statements and footnotes thereto for the year ended December 31, 2002 included in Pelican Financial’s Form 10-K.

 

Certain prior year amounts have been reclassified to conform to the 2003 presentation.

 

NOTE 3 – LOANS RECEIVABLE

 

Loans receivable consist of the following:

 

 

 

June 30,
2003

 

December 31,
2002

 

Commercial, financial and agricultural

 

$

636,154

 

$

962,713

 

Commercial real estate

 

50,358,666

 

59,542,563

 

Residential real estate

 

39,668,267

 

43,377,309

 

Installment loans

 

14,756,400

 

1,712,577

 

 

 

105,419,487

 

105,595,162

 

Deduct allowance for loan losses

 

(1,128,137

)

(1,062,109

)

 

 

 

 

 

 

Loans receivable, net

 

$

104,291,350

 

$

104,533,053

 

 

Activity in the allowance for loan losses for the quarter ended June 30, are as follows:

 

 

 

2003

 

2002

 

 

 

 

 

 

 

Balance at beginning of period

 

$

1,046,243

 

$

976,964

 

Provision for loan losses

 

290,000

 

80,000

 

Loans charged-off

 

(208,106

)

(356

)

Recoveries

 

 

285

 

 

 

 

 

 

 

Balance at end of period

 

$

1,128,137

 

$

1,056,893

 

 

7



 

Activity in the allowance for loan losses for the six months ended June 30, are as follows:

 

 

 

2003

 

2002

 

 

 

 

 

 

 

Balance at beginning of period

 

$

1,062,109

 

$

856,216

 

Provision for loan losses

 

370,000

 

230,000

 

Loans charged-off

 

(314,110

)

(31,206

)

Recoveries

 

10,138

 

1,883

 

 

 

 

 

 

 

Balance at end of period

 

$

1,128,137

 

$

1,056,893

 

 

NOTE 4 - EARNINGS PER SHARE

 

The following summarizes the computation of basic and diluted earnings (loss) per share.

 

 

 

Three Months
ended
June 30,
2003

 

Three Months
ended
June 30,
2002

 

 

 

 

 

 

 

Basic earnings (loss) per share

 

 

 

 

 

Net income (loss)

 

$

3,257,121

 

$

(1,079,352

)

Weighted average shares outstanding

 

4,440,930

 

4,410,673

 

Basic earnings (loss) per share

 

$

0.73

 

$

(0.24

)

 

 

 

 

 

 

Diluted earnings (loss) per share

 

 

 

 

 

Net income (loss)

 

$

3,257,121

 

$

(1,079,352

)

Weighted average shares outstanding

 

4,440,930

 

4,410,673

 

Dilutive effect of assumed exercise of stock options

 

37,560

 

 

Diluted average shares outstanding

 

4,478,490

 

4,410,673

 

Diluted earnings (loss) per share

 

$

0.73

 

$

(0.24

)

 

8



 

 

 

Six Months
ended
June 30,
2003

 

Six Months
ended
June 30,
2002

 

Basic earnings per share

 

 

 

 

 

Net income

 

$

6,188,149

 

$

2,210,972

 

Weighted average shares outstanding

 

4,440,560

 

4,401,982

 

Basic earnings per share

 

$

1.39

 

$

0.50

 

 

 

 

 

 

 

Diluted earnings per share

 

 

 

 

 

Net income

 

$

6,188,149

 

$

2,210,972

 

Weighted average shares outstanding

 

4,440,560

 

4,401,982

 

Dilutive effect of assumed exercise of stock options

 

22,968

 

65,566

 

Diluted average shares outstanding

 

4,463,528

 

4,467,548

 

Diluted earnings per share

 

$

1.39

 

$

0.49

 

 

NOTE 5 - SEGMENT INFORMATION

 

Pelican Financial’s operations include two primary segments: mortgage banking and retail banking.  The mortgage banking segment involves the origination and purchase of single-family residential mortgage loans in approximately 40 states; the sale of such loans in the secondary market, generally on a pooled and securitized basis; and the servicing of mortgage loans for investors.  The retail-banking segment involves attracting deposits from the general public and using such funds to originate and purchase existing consumer, commercial, commercial real estate, residential construction, and single-family residential mortgage loans, from its offices in Naples, San Carlos and Fort Myers, Florida.

 

Of the two segments, Pelican National comprises the retail-banking segment, with net interest income from loans, investments and deposits accounting for its primary revenues.  Washtenaw comprises the mortgage-banking segment, with gains on sales of mortgage servicing rights (MSR) and loans, as well as loan servicing income accounting for its primary revenues.

 

The following segment financial information has been derived from the internal financial statements of Pelican National and Washtenaw, which are used by management to monitor and manage the financial performance of Pelican Financial.  The accounting policies of the two segments are the same as those of Pelican Financial.

 

The evaluation process for segments does not include holding company income and expense.  Holding company amounts are the primary difference between segment amounts and consolidated totals, and are reflected in the “Other” column below, along with minor amounts to eliminate transactions between segments.

 

9



 

 

 

Dollars in thousands

 

 

 

Retail
Banking

 

Mortgage
Banking

 

Other

 

Consolidated
Totals

 

Three Months Ended June 30, 2003

 

 

 

 

 

 

 

 

 

Net interest income

 

$

1,930

 

$

2,040

 

$

 

$

3,970

 

Gain on sales of MSR and loans, net

 

46

 

15,043

 

 

15,089

 

Servicing income

 

5

 

1,714

 

 

1,719

 

Noncash items:

 

 

 

 

 

 

 

 

 

Provision for loan losses

 

290

 

 

 

290

 

MSR amortization & valuation

 

4

 

4,288

 

 

4,292

 

Provision for income taxes

 

108

 

1,786

 

(183

)

1,711

 

Segment profit/(loss)

 

207

 

3,406

 

(356

)

3,257

 

Segment assets

 

232,740

 

273,007

 

(2

)

505,745

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended June 30, 2002

 

 

 

 

 

 

 

 

 

Net interest income

 

$

1,577

 

$

937

 

$

(6

)

$

2,508

 

Gain on sales of MSR and loans, net

 

110

 

2,846

 

 

2,956

 

Servicing income

 

3

 

1,647

 

 

1,650

 

Noncash items:

 

 

 

 

 

 

 

 

 

Provision for loan losses

 

80

 

 

 

80

 

MSR amortization & valuation

 

3

 

3,913

 

 

3,916

 

Provision for income taxes

 

256

 

(765

)

(40

)

(549

)

Segment profit/(loss)

 

496

 

(1,496

)

(79

)

(1,079

)

Segment assets

 

166,317

 

109,020

 

(52

)

275,285

 

 

 

 

Dollars in thousands

 

 

 

Retail
Banking

 

Mortgage
Banking

 

Other

 

Consolidated
Totals

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended June 30, 2003

 

 

 

 

 

 

 

 

 

Net interest income

 

$

3,682

 

$

3,562

 

$

 

$

7,244

 

Gain on sales of MSR and loans, net

 

71

 

26,480

 

 

26,551

 

Servicing income

 

10

 

3,434

 

 

3,444

 

Noncash items:

 

 

 

 

 

 

 

 

 

Provision for loan losses

 

370

 

 

 

370

 

MSR amortization & valuation

 

8

 

7,276

 

 

7,284

 

Provision for income taxes

 

288

 

3,162

 

(223

)

3,227

 

Segment profit/(loss)

 

557

 

6,065

 

(434

)

6,188

 

Segment assets

 

232,740

 

273,007

 

(2

)

505,745

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended June 30, 2002

 

 

 

 

 

 

 

 

 

Net interest income

 

$

3,096

 

$

3,027

 

$

(13

)

$

6,110

 

Gain on sales of MSR and loans, net

 

222

 

11,571

 

 

11,793

 

Servicing income

 

5

 

2,915

 

 

2,920

 

Noncash items:

 

 

 

 

 

 

 

 

 

Provision for loan losses

 

230

 

 

 

230

 

MSR amortization & valuation

 

5

 

5,003

 

 

5,008

 

Provision for income taxes

 

463

 

801

 

(112

)

1,152

 

Segment profit/(loss)

 

897

 

1,532

 

(218

)

2,211

 

Segment assets

 

166,317

 

109,020

 

(52

)

275,285

 

 

10



 

NOTE 7 – SUBSEQUENT EVENTS

 

On July 24, 2003, Pelican Financial, issued a press release announcing the intent to spin-off Washtenaw Mortgage Company into a newly formed separate company called The Washtenaw Group, Inc.  It is anticipated that Pelican Financial, Inc. shareholders will receive identical holdings in the newly formed company.

 

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

 

Forward Looking Statements

 

Certain information in this Form 10-Q may constitute forward-looking information that involves risks and uncertainties that could cause actual results to differ materially from those estimated.  Persons are cautioned that such forward-looking statements are not guarantees of future performance and are subject to various factors that could cause actual results to differ materially from those estimated.  These factors include, but are not limited to, changes in general economic and market conditions, legislative and regulatory changes, monetary and fiscal policies of the federal government, demand for loan and deposit products and the development of an interest rate environment that adversely affects the interest rate spread or other income from Pelican Financial’s investments and operations.

 

EARNINGS PERFORMANCE

 

Pelican Financial reported net income of $3.3 million for the quarter ended June 30, 2003, an increase of $4.4 million when compared to net the net loss of $1.1 million for the same period in 2002.  Earnings per share, basic and diluted, were $0.73 per share compared to a net loss of $0.24 per share for the three months ended June 30, 2003 and 2002 respectively.  The primary cause for the improvement is the increase in mortgage loan production.  This is due to the low mortgage interest rates during the quarter.

 

For the six months ended June 30, 2003 Pelican Financial reported net income of $6.2 million compared to $2.2 million for the same period in 2002.  Basic and diluted earnings per share were $1.39 for the six months ended June 30, 2003 compared to $0.50 basic and $0.49 diluted, for the six months ended June 30, 2002.

 

For further explanation of the earnings performance, please see the discussion on the retail and mortgage banking segments to follow.

 

RESULTS OF OPERATIONS

 

Retail Banking

The following discussion provides information that relates specifically to Pelican Financial’s retail banking line of business.

 

For the three months ended June 30, 2003, Pelican Financial’s net income from retail banking activities primarily conducted by Pelican National totaled $207,000. For the three months ended June 30, 2002 Pelican National’s comparable net income was $496,000.  For the six months ended June 30, 2003, Pelican Financial’s net income from retail banking activities primarily conducted by Pelican National totaled $557,000. For the six months ended June 30, 2002 Pelican National’s comparable net income was $897,000.

 

The decrease in net income for both the three and six month periods was primarily attributable to an increase in the provision for loan losses and noninterest expense partially offset by an increase in net interest income.

 

Net Interest Income

Net Interest Income was $1.9 million and $1.6 million for the three months ended June 30, 2003 and 2002, respectively. For the six months ended June 30, 2003 and 2002 net interest income was $3.7 million and $3.1 million respectively.  The increase in net interest income was due primarily to an increase in the average interest bearing assets outstanding as well as a decrease in the cost of funds.  This was partially offset by a decrease in yield on interest earning assets.

 

11



 

Average Balance Sheet

The following tables summarizes the average yields earned on interest-earning assets and the average rates paid on interest-bearing liabilities for Pelican Financial.  With the exception of loans held for sale and other borrowings, the interest earning-assets and interest-bearing liabilities are attributable to Pelican National.

 

 

 

Three months ended June 30,

 

 

 

2003

 

2002

 

 

 

Average
Volume

 

Interest

 

Yield/Cost

 

Average
Volume

 

Interest

 

Yield/Cost

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal funds sold

 

$

46,382

 

$

145

 

1.25

%

$

18,626

 

$

79

 

1.70

%

Securities

 

9,630

 

126

 

5.23

 

11,172

 

180

 

6.44

 

Loans held for sale

 

241,817

 

4,062

 

6.72

 

131,869

 

2,308

 

7.00

 

Loans receivable, net

 

110,018

 

2,175

 

7.91

 

104,543

 

2,066

 

7.90

 

Total interest-earning assets

 

407,847

 

6,508

 

6.38

 

266,210

 

4,633

 

6.96

 

Non-earning assets

 

20,367

 

 

 

 

 

38,471

 

 

 

 

 

Total assets

 

$

428,214

 

 

 

 

 

$

304,681

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

NOW accounts

 

$

744

 

1

 

0.53

 

$

859

 

2

 

0.93

 

Money market accounts

 

14,119

 

49

 

1.39

 

5,720

 

34

 

2.38

 

Savings deposits

 

12,840

 

44

 

1.37

 

10,778

 

64

 

2.38

 

Time deposits

 

47,809

 

454

 

3.80

 

61,552

 

751

 

4.88

 

Other borrowings

 

199,476

 

1,990

 

3.99

 

122,030

 

1,274

 

4.18

 

Total interest-bearing liabilities

 

274,988

 

2,538

 

3.69

 

200,939

 

2,125

 

4.23

 

Noninterest-bearing liabilities

 

120,100

 

 

 

 

 

72,001

 

 

 

 

 

Stockholders’ equity

 

33,126

 

 

 

 

 

31,741

 

 

 

 

 

Total liabilities and stockholders’ equity

 

$

428,214

 

 

 

 

 

$

304,681

 

 

 

 

 

Interest rate spread

 

 

 

 

 

2.69

%

 

 

 

 

2.73

%

Net interest income and net interest margin

 

 

 

$

3,970

 

3.89

%

 

 

$

2,508

 

3.77

%

 

12



 

 

 

Six months ended June 30,

 

 

 

2003

 

2002

 

 

 

Average
Volume

 

Interest

 

Yield/Cost

 

Average
Volume

 

Interest

 

Yield/Cost

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal funds sold

 

$

38,981

 

$

246

 

1.26

%

$

14,292

 

$

120

 

1.68

%

Securities

 

7,903

 

204

 

5.16

 

9,359

 

292

 

6.24

 

Loans held for sale

 

222,557

 

7,284

 

6.55

 

174,809

 

6,071

 

6.95

 

Loans receivable, net

 

106,908

 

4,296

 

8.04

 

105,170

 

4,305

 

8.19

 

Total interest-earning assets

 

376,349

 

12,030

 

6.39

 

303,630

 

10,788

 

7.11

 

Non-earning assets

 

49,815

 

 

 

 

 

34,747

 

 

 

 

 

Total assets

 

$

426,164

 

 

 

 

 

$

338,377

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

NOW accounts

 

$

736

 

3

 

0.82

 

$

865

 

4

 

0.92

 

Money market accounts

 

11,306

 

85

 

1.50

 

6,043

 

74

 

2.45

 

Savings deposits

 

12,854

 

102

 

1.59

 

10,857

 

152

 

2.80

 

Time deposits

 

48,176

 

943

 

3.91

 

60,660

 

1,512

 

4.99

 

Other borrowings

 

193,496

 

3,653

 

3.78

 

157,873

 

2,936

 

3.72

 

Total interest-bearing liabilities

 

266,568

 

4,786

 

3.59

 

236,298

 

4,678

 

3.96

 

Noninterest-bearing liabilities

 

124,570

 

 

 

 

 

70,789

 

 

 

 

 

Stockholders’ equity

 

35,026

 

 

 

 

 

31,290

 

 

 

 

 

Total liabilities and stockholders’ equity

 

$

426,164

 

 

 

 

 

$

338,377

 

 

 

 

 

Interest rate spread

 

 

 

 

 

2.80

 

 

 

 

 

3.15

 

Net interest income and net interest Margin

 

 

 

$

7,244

 

3.85

%

 

 

$

6,110

 

4.02

%

 

Net interest income represents the excess of income on interest-earning assets over interest expense on interest bearing liabilities.  The principal interest-earning assets are federal funds sold, investment securities and loans receivable.  Interest-bearing liabilities primarily consist of notes payable, repurchase agreements, time deposits, interest-bearing checking accounts (NOW accounts), savings, deposits and money market accounts.  Funds attracted by these interest-bearing liabilities are invested in interest-earning assets.  Accordingly, net interest income depends upon the volume of average interest-earning assets and average interest bearing liabilities and the interest rates earned or paid on them.

 

Noninterest Income

Noninterest income for the three months ended June 30, 2003 was $175,000, compared to $211,000 for the same period in 2002, a decrease of $36,000 or 21%.  The decrease was primarily due to the decrease in net gains on sales of mortgage servicing rights and loans.  The gain on sales of mortgage servicing rights and loans decreased from $110,000 for the three months ended June 30, 2002, to $46,000 for the same period of 2003, a decrease of $64,000, or 58%.  The decrease was due to a sale of boat loans during the three months ended June 30, 2002.  No similar transaction occurred during 2003.

 

For the six months ended June 30 2002, noninterest income was $361,000 compared to $387,000 for the same period in 2001.  The decrease of $26,000, or 7%, was primarily the result of a decrease in gain on sale of mortgage servicing rights and loans of $151,000.  The decrease in the gain on sale of mortgage servicing right and loans is due to the sale of several small marine loan packages that occurred during 2002.  The decrease in gain on sales of loans was offset by increases in securities gains and service charges on deposit accounts.

 

Noninterest Expense

Total noninterest expense for the three months ended June 30, 2003 was $1.5 million, compared to $957,000 for the same period in 2002, an increase of approximately $550,000 or 57%. This increase was primarily due to the  increase in compensation and employee benefits of $374,000 or 80%.  The increase was the result of expenses related to additional support staff hired due to the growth of the bank and the opening of an additional branch location.   The additional branch contributed to increases in both occupancy and equipment expense of $71,000 and other noninterest expense of $86,000.

 

13



 

For the six months ended June 30 2003, noninterest expense was $2.8 million compared to $1.9 million for the same period in 2002.  The increase of $900,000 or 47% was also attributable to the aforementioned expenses.

 

Mortgage Banking

The following discussion provides information that relates specifically to Pelican Financial’s mortgage banking line of business.

 

For the three months ended June 30, 2003, Pelican Financial’s net income from mortgage banking activities primarily conducted by Washtenaw totaled $3.4 million. For the three months ended June 30, 2002 Washtenaw’s comparable net loss was $1.5 million.  For the six months ended June 30, 2003, the net income from mortgage banking activities totaled $6.1 million compared to net income of $1.5 million for the same period in 2002. The increase in the net income for both periods was primarily attributable to the increased mortgage loan production.

 

The volume of loans produced for the three months ended June 30, 2003 totaled $1.3 billion as compared to $492 million for the three months ended June 30, 2002, an increase of approximately $800 million or 163%.  For the six months ended June 30, loan production totaled $2.2 billion and $1.2 billion for 2003 and 2002 respectively.  This represents an increase of $1.0 billion or 83%.  Mortgage interest rates reached the lowest levels in recent history which allowed for large quantities of refinancing.

 

Noninterest Income

Total noninterest income for the three months ended June 30, 2003 was $17.1 million, compared to $4.6 million for the three months ended June 30, 2002, an increase of $12.5 million or 272%. This increase was primarily due to a 429% increase in the gain on sales of mortgage servicing rights and loans of $12.2 million.  For the six months ended June 30, 2003, noninterest income was $30.5 million, compared to $14.7 million for the six months ended June 30, 2002, an increase of $15.8 million or 107%. This increase was primarily due to the increase in the gain on sales of mortgage servicing rights and loans and servicing income.

 

The increase in gain on sales of mortgage servicing rights and loans for the three and six month periods was primarily due to the increase in new loan originations during the periods ended June 30, 2003.  During the three month period ended June 30, 2003 Washtenaw sold $1.2 billion in mortgage loans to the secondary market compared to $516.0 million for the three months ended June 30, 2002.  For the six months ended June 30, 2003, Washtenaw sold $2.1 billion in mortgage loans to the secondary market compared $1.3 billion during the preceding year.

 

Loan Servicing

At June 30, 2003 and 2002, Washtenaw serviced $2.3 billion and $2.4 billion of loans.  Washtenaw has retained the servicing on a portion of its new production to offset the normal portfolio runoff that occurs when mortgage interest rates decline.   This includes both fixed and variable rate conventional loans as well loans insured by the Government National Mortgage Association.  At June 30, 2003 and 2002, with the exception of servicing related to loans held for sale in Washtenaw’s loan portfolio and servicing sold but not yet delivered, all loan servicing was serviced for others.

 

Service fee income, net of amortization, was $257,000 and $452,000 for the three months ended June 30, 2003 and 2002 respectively.  For the six months ended June 30, 2003 and 2002, service fee income net of amortization was $795,000 and $793,000, respectively.

 

Noninterest Expense

Total noninterest expense for the three months ended June 30, 2003 was $14.0 million, compared to $7.8 million for the same period in 2002, an increase of $6.2 million or 79%. This increase was primarily due to an increase in compensation and employee benefits of $4.2 million, the increase in loan servicing right valuation adjustment of $1.0 million and the increase in other noninterest expense of $1.5 million.  The increase in employee compensation and benefits was primarily the result of an increase in personnel and overtime as well as a increase in total commissions paid to the existing sales force as a result of the increase in new loan originations.  Washtenaw’s sales force is comprised primarily of commission based business consultants who are paid a percentage of the loan production from their customers.  In addition, the management at Washtenaw receives bonus compensation based on the profitability of the company.  During the second quarter of 2002 Washtenaw recorded a loss and as a result their was no bonus compensation expense.  The mortgage servicing rights valuation adjustment increased due to the decrease in mortgage

 

14



 

interest rates.  As mortgage interest rates drop, the value of the mortgage servicing rights asset decreases because of the higher likelihood the loans will be refinanced.  The increase in other noninterest expense is primarily the result of additional accruals recorded to increase the liability for potential and actual loan repurchases.

 

For the six months ended June 30, 2003 and 2002, noninterest expense was $24.8 million and $15.4 million, a difference of $9.4 million between the comparable periods.  As previously discussed, compensation and employee benefits increased $4.7 million and the mortgage servicing rights valuation adjustment increased $1.8 million due to the decrease in mortgage interest rates.  In addition, other noninterest expense increased by $1.9 million due to the increase expenses related to potential and actual loan repurchases.

 

During the quarter ended June 30, 2003, Pelican Financial incurred a $300,000 charge related to a severance agreement with the former president of Pelican National.  Their was no similar charge in the prior year.

 

BALANCE SHEET ANALYSIS

 

The following is a discussion of the consolidated balance sheet of Pelican Financial.

 

ASSETS

At June 30, 2003, total assets of Pelican Financial equaled $505.8 million as compared to $385.7 million at December 31, 2002, an increase of $120.1 million or 31%. This increase is primarily due to the increase cash and cash equivalents and loans held for sale.

 

Cash and Cash Equivalents

Cash and cash equivalents were $119.5 million at June 30, 2003 compared to $57.4 million at December 31, 2002. The increase of $62.1 million or 108% was primarily the result of an increase in interest-bearing deposits of $74.9 million.  The increase is the result of the increase in the balance of custodial accounts related to the mortgage loan servicing portfolio at Washtenaw.  The ending balance in these accounts are at their highest at the end of the month due to loan payoffs that have been received but not yet remitted to the investor.  These custodial accounts are maintained at Pelican National.

 

Investment Securities

Pelican National utilizes investments in securities for liquidity management and as a method of deploying excess funding not utilized for investment in loans.   Pelican National has invested primarily in U. S. government and agency securities and U. S. government sponsored agency issued mortgage-backed securities.  Pelican National classifies securities as held-to-maturity, available-for-sale, or trading.  At June 30, 2003 and at December 31, 2002, all of the investment securities held in Pelican National’s investment portfolio were classified as available for sale.

 

The following table contains information on the carrying value of Pelican National’s investment portfolio at the dates indicated.  At June 30, 2003, the market value of Pelican National’s investment portfolio totaled $6.2 million. During the periods indicated and except as otherwise noted, Pelican National had no securities of a single issuer that exceeded 10% of stockholders’ equity.

 

 

 

At
June 30,
2003

 

At
December 31,
2002

 

 

 

(Dollars in thousands)

 

 

 

 

 

 

 

U. S. Government agency

 

$

4,952

 

$

2,517

 

Mortgage-backed securities

 

32

 

43

 

Federal Reserve Bank and Federal Home Loan Bank Stock

 

1,230

 

1,330

 

Total investment securities

 

$

6,214

 

$

3,890

 

 

15



 

Loans Held for Sale

Loans held for sale were $248.2 million at June 30, 2003 compared to $192.5 million at December 31, 2002.  This increase of $55.7 million or 29% was caused by the increased refinance activity at Washtenaw resulting from the decrease in mortgage interest rates.  Throughout the second quarter, mortgage interest rates were at very low levels relative to recent history.

 

Loans Receivable

Total loans receivable were $104.3 million at June 30, 2003 compared to $104.5 million at December 31, 2002.  The portfolio was relatively the same due to new loan originations being offset by loan prepayments and loan sales.

 

The following table contains selected data relating to the composition of Pelican Financial’s loan portfolio by type of loan at the dates indicated.  This table includes mortgage loans held for sale and mortgage loans held for investment.  Pelican Financial had no concentration of loans exceeding 10% of total loans that are not otherwise disclosed below.

 

 

 

June 30, 2002

 

December 31, 2002

 

 

 

Amount

 

Percent

 

Amount

 

Percent

 

 

 

 

 

 

 

 

 

 

 

Real estate loans:

 

 

 

 

 

 

 

 

 

Residential, one to four units

 

$

287,848

 

81.44

%

$

220,882

 

74.12

%

Commercial and industrial real estate

 

47,693

 

13.49

 

58,014

 

19.47

 

Construction

 

2,513

 

0.71

 

2,905

 

0.98

 

Total real estate loans

 

338,054

 

95.64

 

281,801

 

94.57

 

Other loans:

 

 

 

 

 

 

 

 

 

Business, commercial

 

636

 

0.18

 

963

 

0.32

 

Automobile

 

553

 

0.16

 

739

 

0.25

 

Boat

 

13,690

 

3.87

 

13,465

 

4.52

 

Other consumer

 

513

 

0.15

 

1,024

 

0.34

 

Total other loans

 

15,392

 

4.36

 

16,191

 

5.43

 

Total gross loans

 

353,446

 

100.00

%

297,992

 

100.00

%

 

 

 

 

 

 

 

 

 

 

Unearned fees, premiums and  discounts, net

 

207

 

 

 

92

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for loan losses

 

(1,128

)

 

 

(1,062

)

 

 

 

 

 

 

 

 

 

 

 

 

Total Loans net (1)

 

$

352,525

 

 

 

$

297,022

 

 

 

 


(1)     Includes loans held for sale and loans receivable, net

 

Mortgage Servicing Rights

Total mortgage servicing rights were $14.0 million at June 30, 2003, a minimal increase from $13.8 million at December 31, 2002.  Washtenaw has retained the servicing rights on a portion of current mortgage loan production.  A portion of the increase relates to the volume of loans sold in June, for which the related servicing rights are recorded as an asset until sale in July under a flow sale agreement.  The increase was offset by an impairment valuation adjustment that resulted from a significant decrease in mortgage interest rates during the quarter ended June 30, 2003.  This charge was due to an increase in expected prepayment speed which project the expected runoff of the mortgage loan servicing portfolio based on comparing the interest rates of the loans in the portfolio against current market interest rates.

 

16



 

Asset Quality

Pelican Financial is exposed to certain credit risks related to the value of the collateral that secures loans held in its portfolio and the ability of borrowers to repay their loans during the term thereof.  Pelican Financial’s senior officers closely monitor the loan and real estate owned portfolios for potential problems on a continuing basis and report to the Board of Directors of Pelican Financial at regularly scheduled meetings.  These officers regularly review the classification of loans and the allowance for losses.   Pelican Financial also has a quality control department, the function of which is to provide the Board of Directors with an independent ongoing review and evaluation of the quality of the process by which lending assets are generated.

 

The following table sets forth certain information on nonperforming loans and other real estate owned, the ratio of such loans and other real estate owned to total loans and total assets as of the dates indicated.

 

 

 

At June 30,

 

At December 31,

 

 

 

2003

 

2002

 

2002

 

 

 

(Dollars in thousands)

 

Nonaccrual loans

 

$

871

 

$

2,354

 

$

1,557

 

Loans past due 90 days or more but not on  nonaccrual

 

528

 

1,010

 

767

 

Total nonperforming loans

 

1,399

 

3,364

 

2,324

 

 

 

 

 

 

 

 

 

Other real estate owned

 

1,855

 

902

 

1,293

 

Total nonperforming assets

 

$

3,254

 

$

4,266

 

$

3,617

 

 

 

 

 

 

 

 

 

Total nonperforming assets to total assets

 

0.64

%

1.54

%

0.94

%

Allowance for loan losses to nonperforming loans

 

80.63

%

31.42

%

45.70

%

Nonperforming loans to total assets

 

0.28

%

1.22

%

0.60

%

 

Provision and Allowance for Loan Losses

 

Pelican National establishes an allowance for loan losses based upon a quarterly or more frequent evaluation by management of various factors inherent in the loan portfolio.  These factors include the estimated market value of the underlying collateral, the growth and composition of the portfolio, current delinquency trends and prevailing economic conditions, including property values, employment and occupancy rates, interest rates, and other conditions that may affect the borrowers’ ability to comply with repayment terms.  If actual losses exceed the amount of the allowance for loan losses, earnings could be adversely affected.  As Pelican National’s provision for loan losses is based on management’s assessment of the probable incurred losses inherent in the loan portfolio based on all relevant factors and conditions, the allowance for loan losses represents both general and specific reserves.  The provision for loan losses for the three months ended June 30, 2003 was $290,000 compared to $80,000 for the three months ended June 30, 2002.  The provision for loan losses for the six months ended June 30, was $370,000 and $230,000 for 2003 and 2002 respectively.  The increase in the provision was due to the deterioration in collateral value on several nonaccrual loans in the portfolio.  Several of these loans were made to one borrower who has declared bankruptcy that has delayed the foreclosure process. Management made the decision to record additional charge offs on these loans during the quarter.  These loans were part of a package of loans that was purchased by Pelican National several years ago.

 

The allowance for loan losses represented 1.07% of the loans receivable outstanding as of June 30, 2003 compared with 1.01% of the loans receivable outstanding as of December 31, 2002.  The amount of the provision for loan losses charged to expense in each of these periods represents management’s best estimate during those periods of the addition necessary to establish appropriate allowances for estimated, incurred credit losses.  Such estimates were based on management’s assessment of the current general economic conditions in Pelican National’s market areas, the risk levels associated with the particular composition of the loan portfolio during such periods, and Pelican National’s past collection experience.

 

17



 

LIABILITIES

At June 30, 2003, the total liabilities of Pelican Financial were $468.6 million as compared to $353.9 million at December 31, 2002, an increase of $114.7 million or 32%. The increase was primarily due to the increase in deposits, due to bank, notes payable, and repurchase agreements.

 

Deposits

Total deposits were $197.0 million at June 30, 2003 compared to $153.7 million at December 31, 2002 an increase of $43.3 million or 28%.  The primary cause of the increase was due to increased balances in the custodial accounts at Pelican National for Washtenaw’s various investors.  These accounts are for the principal, interest, taxes and insurance collected from the loans currently being serviced by Washtenaw.  The balance in these accounts typically increases as the balance in loans held for sale increases, the size of the loan servicing portfolio increases or loan payoffs increase.

 

Due to Bank

Due to bank was $58.3 million at June 30, 2003 compared to $34.8 million at December 31, 2002.  The increase of $23.5 million or 68% was due to the increase of mortgage loan production at Washtenaw.  Due to Bank represents the drafts provided to fund the loans purchased by Washtenaw that have not yet been presented and cleared the bank.

 

Notes Payable

Notes payable was $74.6 million at June 30, 2003 compared to $43.9 million at December 31, 2002.  This increase of $30.7 million or 70% was primarily caused by a increase in the loans held for sale balance.  Since the notes payable represent the warehouse line of credit that Washtenaw uses to fund its loan production until such time that the loans are sold to the secondary market, the balance will generally move in direct correlation with the loans held for sale balance.

 

Repurchase Agreements

Repurchase agreements were $94.6 million at June 30, 2003 compared to $83.0 million at December 31, 2002.  This decrease of $11.6 million or 14% in the repurchase agreements was primarily the result of an increase in the balance of loans held for sale.  Washtenaw uses repurchase agreements, in addition to its warehouse line of credit, as a means to fund the loans that it purchases.  Therefore, much like the notes payable balance, the repurchase agreements balance will move in direct correlation to the loans held for sale balance.

 

LIQUIDITY AND CAPITAL RESOURCES

 

Liquidity Management

The objective of liquidity management is to ensure the availability of sufficient resources to meet all financial commitments and to capitalize on opportunities for business expansion.  Liquidity management addresses the ability to meet deposit withdrawals either on demand or by contractual maturity, to repay other borrowings as they mature and to make new loans and investments as opportunities arise.

 

To date Pelican Financial has conducted no business other than managing its investments in Pelican National and Washtenaw.  Pelican Financial’s source of funds is dividends paid by Washtenaw and Pelican National. Washtenaw’s sources of funds include cash from gains on sales of mortgage loans and servicing, net interest income, servicing fees and borrowings. Washtenaw sells its mortgage loans generally on a monthly basis to generate cash for operations. Washtenaw’s uses of cash in the short-term include the funding of mortgage loan purchases and originations and purchases of mortgage servicing rights, payment of interest, repayment of amounts borrowed pursuant to warehouse lines of credit, operating and administrative expenses, income taxes and capital expenditures.  Long-term uses of cash may also include the funding of securitization activities or portfolios of loan or servicing assets.

 

Washtenaw funds its business through the use of a warehouse line of credit and the use of agreements to repurchase.  The agreements to repurchase typically have terms of less than 90 days and are treated as a source of financing.  The warehouse line of credit has a limit of $90 million, of which $13.5 million represents a sublimit for servicing under contract for sale, and $7.2 million represents a working capital sublimit.  Borrowing pursuant to the warehouse line of credit totaled $74.6 million at June 30, 2003 and $43.9 million at December 31, 2002.  The interest rate on the warehouse line of credit is the Federal Funds Rate plus 1.50% resulting in an effective rate of 2.50% at June 30, 2003

 

18



 

and 2.75% at December 31, 2002.  The effective interest rate on the agreements to repurchase was 1.90% at June 30, 2003 and 2.15% at December 31, 2002.

 

Washtenaw originates its loans either by wiring funds to the closing agent or sending a draft.  The decision is based on the requirements of the state where the loan is being purchased.  When a draft is used, Washtenaw begins earning interest on the day the draft is issued but does not incur any cost of funds until the draft is presented to bank.  When the draft clears the bank, Washtenaw will either borrow money on its warehouse line of credit or through its agreements to repurchase depending on the type of loan.  Outstanding drafts totaled $58.3 million at June 30, 2003 and $34.8 million at December 31, 2002.  The increase is the result of the increase in mortgage lending activity during the period.

 

Pelican National’s sources of funds include net increases in deposits, principal and interest payments on loans, proceeds from sales of loans held for sale, proceeds from maturities and sales and calls of available for sale securities.

 

The liquidity reserve may consist of cash on hand, cash on demand deposits with other correspondent banks, and other investments and short-term marketable securities as determined by the rules of the Office of the Comptroller of the Currency (“OCC”), such as federal funds sold and United States securities and securities guaranteed by the United States.  At June 30, 2003, Pelican National had a liquidity ratio of 56.90%.  This is calculated by adding all of Pelican National’s cash, unpledged securities and Federal Funds Sold and dividing by its’ total liabilities.

 

Pelican Financial’s ability to continue to purchase loans and mortgage servicing rights and to originate new loans is dependent in large part upon its ability to sell the mortgage loans at par or for a premium or to sell the mortgage servicing rights in the secondary market in order to generate cash proceeds to repay borrowings pursuant to the warehouse facility, thereby creating borrowing capacity to fund new purchases and originations.  The value of and market for Pelican Financial’s loans and mortgage servicing rights are dependent upon a number of factors, including the borrower credit risk classification, loan-to-value ratios and interest rates, general economic conditions, warehouse facility interest rates and governmental regulations.

 

Washtenaw generally grants commitments to fund mortgage loans for up to 30 days at a specified term and interest rate.  The commitments are commonly known as rate-lock commitments.  At June 30, 2003, Washtenaw had outstanding rate-lock commitments to lend $624.0 million for mortgage loans.  Because these commitments may expire without being drawn upon, they do not necessarily represent future cash commitments.  Also, as of June 30, 2003, Washtenaw had outstanding commitments to sell $560.6 million of mortgage loans.  These commitments usually are funded within 90 days.

 

Capital Resources

 

The Board of Governors of the Federal Reserve System’s (FRB) capital adequacy guidelines mandate that minimum ratios be maintained by bank holding companies such as Pelican Financial. Pelican National is governed by capital adequacy guidelines mandated by the OCC.

 

Based upon their respective regulatory capital ratios at June 30, 2003 Pelican Financial and Pelican National are both well capitalized, based upon the definitions in the regulations issued by the FRB and the OCC setting forth the general capital requirements mandated by the Federal Deposit Insurance Corporation Improvement Act of 1991.

 

The table below indicates the regulatory capital ratios of Pelican Financial and Pelican National and the regulatory categories for a well capitalized and adequately capitalized bank under the regulatory framework for prompt corrective action (all three capital ratios) at June 30, 2003 and December 31, 2002, respectively:

 

19



 

 

 

Actual

 

 

 

 

 

 

 

June 30,
2003

 

December 31,
2002

 

Required to be

 

 

 

Pelican
National

 

Pelican
Financial

 

Pelican
National

 

Pelican
Financial

 

Adequately
Capitalized

 

Well
Capitalized

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Equity Capital to risk-weighted assets

 

13.81

%

14.44

%

13.11

%

13.67

%

8.00

%

10.00

%

Tier 1 Capital to risk-weighted assets

 

12.87

%

13.45

%

12.23

%

13.21

%

4.00

%

6.00

%

Tier 1 Capital to adjusted total assets

 

7.79

%

8.37

%

8.77

%

7.58

%

4.00

%

5.00

%

 

Item 3:  Quantitative and Qualitative Disclosure About Market Risk

 

For a discussion of Pelican Financial’s asset/liability management policies as well as the potential impact of interest rate changes upon the market value of Pelican Financial’s portfolio, see Pelican Financial’s Annual Report to Shareholders and Form 10-K.  Management believes that there has been no material change in Pelican Financial’s quantitative and qualitative disclosures about market risk since December 31, 2002.

 

Part II. Other Information

 

Item 1.   Legal Proceedings

 

The following summarizes the status of material litigation outstanding against Pelican Financial, Inc. as of June 30, 2003.

 

Chandler, et al., v. Hilton Mortgage Corporation and Washtenaw Mortgage Co., Civil Action No. 94-A-1418-N, U.S. District Court for the Middle District Alabama (“Chandler”).  On November 4, 1994, Washtenaw was named as a defendant in a class action lawsuit relating to its method of calculating finance charges in lending disclosures required by the Federal Truth in Lending Act (“TILA”).  The complaint was subsequently amended to remove the TILA claim and add a claim under the Real Estate Settlement Procedures Act (“RESPA”), a request for declaratory judgment, and a fraud claim.  The amended complaint alleges that the yield spread premium payments from Washtenaw to mortgage brokers were either payments for the referral of business, or duplicative payments.  The suit seeks unspecified damages.  HUD issued a policy statement during 2001 related to this matter.  The court has denied class certification in this case.  This decision is currently being appealed by the plaintiff.  Washtenaw believes that it is and has been in compliance with applicable federal and state laws.  At this time, management cannot express an opinion on the impact of this case or the ultimate outcome of this matter.

 

Hearn, et al. v. Washtenaw Mortgage Co., Case No. 4:98-CV-78 (JRE), U.S. District Court for the Middle District of Georgia.  On February 19, 1998, Washtenaw was named as a defendant in a class action lawsuit alleging that the yield spread premium payments from Washtenaw to mortgage brokers were either payments for the referral of business, or duplicative payments.  The suit seeks unspecified damages.  On June 22, 1998, Washtenaw filed its answer denying all liability, asserting affirmative defenses, and further asserting that a class should not be certified.  Management is currently in process of attempting to settle this case prior to trial.  Washtenaw believes that it is and has been in compliance with applicable federal and state laws.  At this time, management cannot express an opinion on the impact of these cases or the ultimate outcome of this matter.

 

Hearn, et al. v. Washtenaw Mortgage Co., Case No. 02-60093, U.S. District Court for the  Eastern District of Michigan, Southern Division.  Washtenaw was named as a defendant in this case based on the assertion that Washtenaw engaged in the unauthorized practice of law by virtue of drafting loan documents.   The Michigan Supreme Court just recently ruled that lenders in similar situations have not engaged in the unauthorized practice of law.  Management is currently in process of attempting to settle this case prior to trial.  At this time, management cannot express an opinion on the impact of these cases or the ultimate outcome of this matter.

 

Webb, et al. v. Washtenaw Mortgage Co., Case No. 01C38 The litigation, pending in West Virginia state court, asserts that WMC and others conspired to take advantage of borrowers through predatory lending practices such as inflating appraisals, not properly disclosing fees and charges, etc.  The class which plaintiffs have asked the court to certify consists of persons who signed loan agreements in West Va. with WMC, arranged by a broker, First Security, during the last five years, with contracts on loan forms provided by WMC. The class (as  proposed by the plaintiffs) is thus limited in number. The hearing on class certification will be held in the Fall.  At this time, management cannot express an opinion on the impact of these cases or the ultimate outcome of this matter.

 

20



 

In the normal course of business Washtenaw regularly sells mortgage loan servicing rights.  As part of this process, Washtenaw is required to forward certain documents to the purchaser of mortgage loan servicing rights after the transfer.  These documents include the final title policy, the recorded mortgage and the assignment of mortgage.  During 1998 and 1999, Washtenaw sold mortgage servicing rights to a purchaser under a contract that contained a clause requiring these documents be delivered within a certain time frame or a penalty of $100 per loan per month would be charged.  The contract states that Washtenaw is not to be penalized if the failure to deliver the documents is due to events beyond Washtenaw’s control.  The purchaser started invoicing Washtenaw under this penalty provision during 2002 a total of approximately $2.5 million.  Washtenaw has disputed these penalty assessments and is of the opinion that it has not violated any of the terms of the contract.  As of December 31, 2002 the servicing purchaser claimed there were still documents which were required to be produced under the contract. Washtenaw continues to pursue determining what documents are actually missing (some of the documents requested were, in fact, previously delivered by Washtenaw) and continues to resolve outstanding document issues as soon as practical.

 

Item 2.  Changes in Securities and Use of Proceeds

 

Not Applicable.

 

Item 3.   Defaults Upon Senior Securities

 

Not Applicable.

 

Item 4.   Submission of Matters to a Vote of Shareholders

 

Pelican Financial held its 2003 Annual Meeting of Shareholders on April 24, 2003.  The following directors were elected at the annual meeting to serve a three year term.

 

 

 

For

 

Against

 

Abstentions

 

Charles C. Huffman

 

3,873,163

 

2,000

 

0

 

Brenda L. Jones

 

3,873,163

 

2,000

 

0

 

Michael D. Surgen

 

3,873,163

 

2,000

 

0

 

 

A vote was taken to ratify the appointment of Crowe Chizek and Company LLC as independent auditors for the fiscal year ending December 31, 2003.  The appointment was approved by the following votes:  3,866,089 for, 9,074 against, and zero abstained.

 

Effective June 30, 2003, Michael D. Surgen resigned from the Board of Directors of Pelican Financial and as President of Pelican National Bank.

 

Item 5.   Other Information

 

On July 24, 2003, Michael Clemens  was appointed to the Board of Directors of Pelican Financial, Inc.

 

Item 6.   Exhibits and Reports on Form 8-K

 

(a)          Exhibits

 

31.1         Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbances-Oxley Act of 2002

 

31.2         Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbances-Oxley Act of 2002

 

32.1         Certification of Principal Executive and Financial Officer

 

(b)  Reports on Form 8-K

 

April 24, 2003 to announce results of quarter ended March 31, 2003.

 

21



 

May 6, 2003 to announce mortgage loan production volume at Washtenaw Mortgage Company.

 

June 24, 2003 to announce the hiring of a new president at Pelican National Bank.

 

Pelican Financial, Inc. and Subsidiaries

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.

 

 

Date: August 13, 2003

/s/ Charles C. Huffman

 

 

Charles C. Huffman

 

President and Chief Executive Officer

 

 

 

 

Date: August 13, 2003

/s/ Howard M. Nathan

 

 

Howard M. Nathan

 

Vice President and Chief Financial Officer

 

(Principal Financial and Accounting Officer)

 

22