UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark one)
| x | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended September 30, 2004
Commission File Number 000-24051
UNITED PANAM FINANCIAL CORP.
(Exact name of Registrant as specified in its charter)
| California | 94-3211687 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
3990 Westerly Place, Suite 200
Newport Beach, CA 92660
(Address of principal executive offices) (Zip Code)
(949) 224-1917
(Registrants 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 x No ¨
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
The number of shares outstanding of the Registrants Common Stock as of November 8, 2004 was 16,291,612.
UNITED PANAM FINANCIAL CORP.
FORM 10-Q
EXPLANATORY NOTE
Within this document are results that include a restatement of our consolidated financial condition, results of operations and cash flows. The restatements were necessary to conform with accounting principles generally accepted in the United States of America (GAAP) and reflect the following:
| | The correction of the impact of unreversed accrued interest of certain charged off accounts. As part of our analysis of internal controls over financial reporting, management discovered that due to a 1998 programming error in our computer-based accounting system, the system has failed to properly reverse accrued interest on certain charged off accounts since 1998. Consequently, we are restating our consolidated financial statements for the years ended December 31, 2001, 2002 and 2003 and subsequent interim periods to correct the impact of unreversed accrued interest of these charged off accounts. Management has subsequently corrected the programming error and has verified that the system will properly account for interest accruals on charged-off loans going forward. The impact of correcting this unreversed accrued interest will be a reduction in net income after tax for each of the periods of $398,000 for the year ended December 31, 2001, $700,000 for the year ended December 31, 2002, $1,084,000 for the year ended December 31, 2003, $336,000 for the three months ended March 31, 2004 and $312,000 for the three months ended June 30, 2004. The impact for the years prior to 2001 will be an aggregate reduction in retained earnings of $262,000. |
| | The correction of our accounting for the change in value of our derivative instruments used to limit interest rate risk. Upon review, we now believe that the documentation of our cash flow hedge accounting relationships was deficient as to the specificity of the underlying hedged transaction in order to assess hedge effectiveness and measurement of hedge ineffectiveness as required by the stringent applicable accounting standards. As such, we made the determination that our derivative instruments did not qualify for hedge accounting. Consequently, we are restating our consolidated financial statements as of June 30, 2004 and the three and six month then ended resulting in a total after tax reduction of income of $177,000 for derivative valuations. |
| | The correction of the amortization of our capitalized asset against interest income. Upon review, we have reduced the amount of this asset that was amortized against interest income in 2004 to more closely reflect the proper level yield amortization method. Consequently, we are restating our consolidated financial statements as of June 30, 2004 and the three and six months then ended and as of March 31, 2004 and the three months then ended resulting in a total after tax increase of income of $201,000 for increased interest income. Management has implement procedures for the quarterly verification of proper amortization going forward. |
This quarterly report on Form 10-Q for the quarter ended September 30, 2004 reflects corrections and restatements of the following financial statements:
(a) consolidated statements of financial condition as of June 30, 2004, March 31, 2004 and December 31, 2003, 2002 and 2001;
(b) consolidated statements of operations for the three and six months ended June 30, 2004 and 2003, for the three month ended March 31, 2004 and 2003, for the three and nine months ended September 30, 2003 and for the years ended December 31, 2003, 2002 and 2001;
(c) comprehensive income for the three and six months ended June 30, 2004 and 2003, for the three month ended March 31, 2004 and 2003, for the three and nine months ended September 30, 2003 and for the years ended December 31, 2003, 2002 and 2001 and
(d) consolidated statements of cash flows for the six months ended June 30, 2004 and 2003, for the three months ended March 31, 2004 and 2003, for the nine months ended September 30, 2003 and for the years ended December 31, 2003, 2002 and 2001.
For a more detailed description of the statements and reclassification, see Note 2. Restatements to the accompanying notes to the consolidated financial statements in this Form 10-Q.
This quarterly report on Form10-Q restates certain financial information for the year ended December 31, 2003 and for the three and nine months ended September 30, 2004 set forth in Item 1. Consolidated Financial Statements and Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations, of Part I. We will file, as soon as practicable, an amended Annual Report on Form 10-K/A for the year ended December 31, 2003, which will contain restated financial statements for the years ended December 31, 2003, 2002 and 2001 and the relevant quarterly periods and Quarterly Reports on Form 10-Q/A for the quarters ended March 31, 2004 and June 30, 2004 which will contain restated financial statements for March 31, 2004 and 2003 and June 30, 2004 and 2003. It is possible that as the Company continues its ongoing review and analysis of internal controls over financial reporting for Sarbanes-Oxley compliance, additional weaknesses in internal controls may be discovered. It should be noted that no matter how well designed and operated, a control system can provide only reasonable, not absolute, assurance that the objectives of the control system are met. We will not amend any other Annual Reports on Form 10-K for fiscal years prior to December 31, 2003 or Quarterly Reports on Form 10-Q for quarterly periods prior to the three months ended March 31, 2004.
UNITED PANAM FINANCIAL CORP.
FORM 10-Q
SEPTEMBER 30, 2004
| Page | ||||
| PART I. |
FINANCIAL INFORMATION |
|||
| Item 1. |
Financial Statements |
|||
| Consolidated Statements of Financial Condition as of September 30, 2004 and December 31, 2003 |
1 | |||
| 2 | ||||
| 3 | ||||
| 4 | ||||
| 6 | ||||
| Item 2. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
19 | ||
| Item 3. |
46 | |||
| Item 4. |
46 | |||
| PART II. |
49 | |||
| Item 1. |
49 | |||
| Item 2. |
49 | |||
| Item 3. |
49 | |||
| Item 4. |
49 | |||
| Item 5. |
49 | |||
| Item 6. |
49 | |||
PART I. FINANCIAL INFORMATION
| Item 1. | Financial Statements. |
United PanAm Financial Corp. and Subsidiaries
Consolidated Statements of Financial Condition
(Unaudited)
| (Dollars in thousands) | September 30, 2004 |
December 31, 2003 |
||||||
| (As Restated) |
||||||||
| Assets |
||||||||
| Cash and due from banks |
$ | 12,467 | $ | 8,376 | ||||
| Short term investments |
18,527 | 5,833 | ||||||
| Cash and cash equivalents |
30,994 | 14,209 | ||||||
| Restricted cash |
9,333 | | ||||||
| Securities available for sale, at fair value |
953,930 | 1,202,444 | ||||||
| Loans |
503,396 | 399,749 | ||||||
| Less unearned discount |
(22,179 | ) | (14,368 | ) | ||||
| Less allowance for loan losses |
(25,188 | ) | (24,982 | ) | ||||
| Loans, net |
456,029 | 360,399 | ||||||
| Premises and equipment, net |
3,307 | 3,163 | ||||||
| Accrued interest receivable |
6,772 | 5,893 | ||||||
| Other assets |
44,627 | 26,621 | ||||||
| Assets of discontinued operations |
51,344 | 52,535 | ||||||
| Total assets |
$ | 1,556,336 | $ | 1,665,264 | ||||
| Liabilities and Shareholders Equity |
||||||||
| Warehouse line of credit |
$ | 24,247 | $ | | ||||
| Securities notes payable |
420,000 | | ||||||
| Repurchase agreements |
893,252 | 1,052,205 | ||||||
| Accrued expenses and other liabilities |
8,504 | 6,795 | ||||||
| Subordinated debenture |
10,310 | 10,000 | ||||||
| Liabilities of discontinued operations deposits held for sale |
84,269 | 498,389 | ||||||
| Total liabilities |
1,440,582 | 1,567,389 | ||||||
| Common stock (no par value): |
||||||||
| Authorized, 30,000,000 shares Issued and outstanding, 16,174,565 at September 30, 2004 and 16,100,204 at December 31, 2003 |
66,768 | 66,109 | ||||||
| Retained earnings |
50,035 | 31,637 | ||||||
| Accumulated other comprehensive income, net of tax |
(1,049 | ) | 129 | |||||
| Total shareholders equity |
115,754 | 97,875 | ||||||
| Total liabilities and shareholders equity |
$ | 1,556,336 | $ | 1,665,264 | ||||
See accompanying notes to consolidated financial statements
1
United PanAm Financial Corp. and Subsidiaries
Consolidated Statements of Operations
(Unaudited)
| Three Months Ended September 30, |
Nine Months Ended September 30, | |||||||||||
| (In thousands, except per share data) | 2004 |
2003 |
2004 |
2003 | ||||||||
| (As Restated) |
(As Restated) | |||||||||||
| Interest Income |
||||||||||||
| Loans |
$ | 29,641 | $ | 21,106 | $ | 84,400 | $ | 55,029 | ||||
| Short term investments |
6,358 | 4,009 | 15,042 | 11,839 | ||||||||
| Total interest income |
35,999 | 25,115 | 99,442 | 66,868 | ||||||||
| Interest Expense |
||||||||||||
| Deposits |
2,895 | 3,095 | 9,304 | 9,779 | ||||||||
| Interest expense-securitization/warehouse credit line |
291 | | 291 | | ||||||||
| Repurchase agreements |
3,644 | 2,409 | 9,294 | 6,266 | ||||||||
| Subordinated debenture |
123 | | 352 | | ||||||||
| Total interest expense |
6,953 | 5,504 | 19,241 | 16,045 | ||||||||
| Net interest income |
29,046 | 19,611 | 80,201 | 50,823 | ||||||||
| Provision for loan losses |
7,383 | 6,373 | 17,686 | 12,391 | ||||||||
| Net interest income after provision for loan losses |
21,663 | 13,238 | 62,515 | 38,432 | ||||||||
| Non-interest Income |
||||||||||||
| Service charges and fees |
96 | 73 | 339 | 16 | ||||||||
| Loan related charges and fees |
78 | 70 | 693 | 651 | ||||||||
| Gain on sale of securities |
160 | 87 | 241 | 231 | ||||||||
| Other income |
69 | 196 | 690 | 540 | ||||||||
| Total non-interest income |
403 | 426 | 1,963 | 1,438 | ||||||||
| Non-interest Expense |
||||||||||||
| Compensation and benefits |
8,547 | 6,647 | 24,016 | 18,913 | ||||||||
| Occupancy |
1,368 | 1,122 | 3,897 | 3,250 | ||||||||
| Market loss-derivative instruments |
2,071 | | 2,368 | | ||||||||
| Other |
3,665 | 2,631 | 10,087 | 7,264 | ||||||||
| Total non-interest expense |
15,651 | 10,400 | 40,368 | 29,427 | ||||||||
| Income before income taxes and discontinued operations |
6,415 | 3,264 | 24,110 | 10,443 | ||||||||
| Income taxes on continuing operations |
2,654 | 1,337 | 9,800 | 4,227 | ||||||||
| Net income before discontinued operations |
3,761 | 1,927 | 14,310 | 6,216 | ||||||||
| Income from discontinued operations, net of taxes |
3,260 | 402 | 4,088 | 1,730 | ||||||||
| Net Income |
$ | 7,021 | $ | 2,329 | $ | 18,398 | $ | 7,946 | ||||
| Earnings per share-basic: |
||||||||||||
| Net income before discontinued operations |
$ | 0.23 | $ | 0.12 | $ | 0.89 | $ | 0.39 | ||||
| Discontinued operations |
$ | 0.20 | $ | 0.03 | $ | 0.25 | $ | 0.11 | ||||
| Net Income |
$ | 0.43 | $ | 0.15 | $ | 1.14 | $ | 0.50 | ||||
| Weighted average shares outstanding |
16,168 | 15,892 | 16,146 | 15,879 | ||||||||
| Earnings per share-diluted: |
||||||||||||
| Net income before discontinued operations |
$ | 0.21 | $ | 0.11 | $ | 0.80 | $ | 0.36 | ||||
| Discontinued operations |
$ | 0.18 | $ | 0.02 | $ | 0.22 | $ | 0.10 | ||||
| Net Income |
$ | 0.39 | $ | 0.13 | $ | 1.02 | $ | 0.46 | ||||
| Number of shares used in fully diluted calculations |
18,022 | 17,936 | 18,012 | 17,420 | ||||||||
See accompanying notes to consolidated financial statements
2
United PanAm Financial Corp. and Subsidiaries
Consolidated Statements of Comprehensive Income
(Unaudited)
| Three Months Ended September 30, |
Nine Months Ended September 30, |
||||||||||||||
| (Dollars in thousands) | 2004 |
2003 |
2004 |
2003 |
|||||||||||
| (As Restated) |
(As Restated) |
||||||||||||||
| Net income |
$ | 7,021 | $ | 2,329 | $ | 18,398 | $ | 7,946 | |||||||
| Other comprehensive income, net of tax: |
|||||||||||||||
| Unrealized gain (loss) on securities available for sale |
1,568 | (253 | ) | (878 | ) | (597 | ) | ||||||||