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 March 31, 2004

 

 

 

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 April 30, 2004

 

Common stock, $0.01 Par value                                                     4,488,351 Shares

 

 



 

Index

 

Part I. Financial Information

 

 

 

 

 

 

Item 1.

Financial Statements (unaudited)

 

 

 

 

 

 

 

Consolidated Balance Sheets as of March 31, 2004 and December 31, 2003

 

 

 

 

 

 

 

 

Consolidated Statements of Income and Comprehensive Income for the Three Months Ended March 31, 2004 and 2003

 

 

 

 

 

 

 

 

Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2004 and 2003

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

Item 4:

Controls and Procedures

 

 

 

 

 

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

 

 



 

PELICAN FINANCIAL, INC.

Consolidated Balance Sheets

 

 

 

March 31,
2004

 

December 31,
2003

 

 

 

(Unaudited)

 

 

 

ASSETS

 

 

 

 

 

Cash and cash equivalents

 

 

 

 

 

Cash and due from banks

 

$

9,579,359

 

$

6,354,416

 

Interest-bearing deposits

 

52,363,243

 

45,639,288

 

Federal funds sold

 

3,063,141

 

3,426,013

 

Total cash and cash equivalents

 

65,005,743

 

55,419,717

 

Accounts receivable, net

 

199,188

 

179,488

 

Securities available for sale

 

88,798,958

 

49,729,994

 

Federal Reserve & Federal Home Loan Bank Stock

 

1,192,200

 

949,000

 

Loans held for sale

 

35,000

 

141,200

 

Loans receivable, net

 

109,819,308

 

109,798,257

 

Other real estate owned

 

118,595

 

332,857

 

Premises and equipment, net

 

3,084,959

 

2,658,018

 

Other assets

 

2,480,071

 

2,307,104

 

 

 

 

 

 

 

 

 

$

270,734,022

 

$

221,515,635

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

Liabilities

 

 

 

 

 

Deposits

 

 

 

 

 

Noninterest-bearing

 

$

101,510,530

 

$

74,004,969

 

Interest-bearing

 

139,481,401

 

117,907,625

 

Total deposits

 

240,991,931

 

191,912,594

 

Note payable

 

 

291,665

 

Federal Home Loan Bank borrowings

 

12,000,000

 

12,000,000

 

Other liabilities

 

655,481

 

421,088

 

Total liabilities

 

253,647,412

 

204,625,347

 

 

 

 

 

 

 

Shareholders’ equity

 

 

 

 

 

Preferred stock, 200,000 shares authorized; none outstanding

 

 

 

Common stock, $.01 par value 10,000,000 shares authorized; 4,488,351 outstanding at March 31, 2004 and December 31, 2003

 

44,884

 

44,884

 

Additional paid in capital

 

15,568,593

 

15,568,593

 

Retained earnings

 

1,023,122

 

1,183,546

 

Accumulated other comprehensive income (loss), net of tax

 

450,011

 

93,265

 

Total shareholders’ equity

 

17,086,610

 

16,890,288

 

 

 

 

 

 

 

 

 

$

270,734,022

 

$

221,515,635

 

 

See accompanying notes to consolidated financial statements

 

3



 

PELICAN FINANCIAL, INC.

Consolidated Statements of Income and Comprehensive Income (Unaudited)

 

 

 

Three Months Ended March 31,

 

 

 

2004

 

2003

 

Interest income

 

 

 

 

 

Loans, including fees

 

$

1,999,705

 

$

2,416,390

 

Investment securities, taxable

 

499,232

 

78,482

 

Federal funds sold and overnight accounts

 

89,540

 

100,015

 

Total interest income

 

2,588,477

 

2,594,887

 

Interest expense

 

 

 

 

 

Deposits

 

876,459

 

584,715

 

Other borrowings

 

163,042

 

265,670

 

Total interest expense

 

1,039,501

 

850,385

 

Net interest income

 

1,548,976

 

1,744,502

 

Provision for loan losses

 

75,000

 

80,000

 

Net interest income after provision for loan losses

 

1,473,976

 

1,664,502

 

Noninterest income

 

 

 

 

 

Gain on sales of securities, net

 

2,330

 

71,652

 

Service charges on deposit accounts

 

30,529

 

52,594

 

Gain on sale of loans, net

 

9,641

 

24,377

 

Net gain (loss) on foreclosed assets and other income

 

58,970

 

37,481

 

Total noninterest income

 

101,470

 

186,104

 

Noninterest expense

 

 

 

 

 

Compensation and employee benefits

 

937,674

 

746,808

 

Occupancy and equipment

 

270,806

 

223,030

 

Legal

 

49,625

 

44,852

 

Accounting and auditing

 

70,122

 

31,444

 

Data processing

 

48,202

 

29,161

 

Marketing and advertising

 

32,153

 

53,354

 

Loan and other real estate owned

 

123,279

 

130,186

 

Other noninterest expense

 

286,464

 

185,673

 

Total noninterest expense

 

1,818,325

 

1,444,508

 

Income (loss) from continuing operations before income taxes

 

(242,879

)

406,098

 

Income tax expense (benefit)

 

(82,455

)

138,236

 

Income (loss) from continuing operations

 

$

(160,424

)

$

267,862

 

Discontinued operations:

 

 

 

 

 

Income from operations of discontinued mortgage subsidiary

 

 

4,041,119

 

Income tax

 

 

1,377,953

 

Income from discontinued operations

 

 

2,663,166

 

Net income (loss)

 

$

(160,424

)

$

2,931,028

 

Basic earnings (loss) per share from continuing operations

 

$

(0.04

)

$

0.06

 

Diluted earnings (loss) per share from continuing

 

(0.04

)

0.06

 

Per share effect of discontinued operations

 

 

0.60

 

Basic earnings (loss) per share

 

$

(0.04

)

$

0.66

 

Diluted earnings (loss) per share

 

$

(0.04

)

$

0.66

 

Comprehensive income

 

$

196,322

 

$

2,785,064

 

 

See accompanying notes to consolidated financial statements

 

4



 

PELICAN FINANCIAL, INC.

Consolidated Statements of Cash Flows (Unaudited)

Three Months Ended March 31,

 

 

 

2004

 

2003

 

Cash flows from operating activities

 

 

 

 

 

Net cash provided (used) by operating activities of  continuing operations

 

$

11,338

 

$

(1,252,577

)

Net cash (used) by operating activities of discontinued operations

 

 

(2,049,868

)

Net cash provided (used) by operating activities

 

$

11,338

 

$

(3,302,445

)

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

Loan originations, net

 

(96,051

)

5,948,431

 

Other real estate owned, net

 

214,262

 

(122,850

)

Property and equipment expenditures, net

 

(488,141

)

(90,875

)

Purchase of securities available for sale

 

(44,208,937

)

(34,837,500

)

Proceeds from sales of securities available for sale

 

5,000,000

 

29,965,402

 

Proceeds from maturities and principal repayments of securities available for sale

 

609,083

 

5,414

 

Purchase of Federal Home Loan Bank stock

 

(243,200

)

 

Investing activities of discontinued operations

 

 

(372,014

)

Net cash provided (used) by investing activities

 

(39,212,984

)

496,008

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

Increase in deposits

 

49,079,337

 

24,774,275

 

Cash dividends

 

 

(444,024

)

Decrease in note payable due on demand

 

(291,665

)

(125,000

)

Financing activities of discontinued operations

 

 

3,080,378

 

Net cash provided by financing activities

 

48,787,672

 

27,285,629

 

 

 

 

 

 

 

Net change in cash and cash equivalents

 

9,586,026

 

24,479,192

 

 

 

 

 

 

 

Cash and cash equivalents at beginning of period

 

55,419,717

 

57,361,935

 

 

 

 

 

 

 

Cash and cash equivalents at end of period

 

$

65,005,743

 

$

81,841,127

 

 

See accompanying notes to consolidated 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 month period ended March 31, 2004 and 2003, include the accounts of Pelican Financial Inc. (“Pelican Financial”) and its wholly owned subsidiary Pelican National Bank (“Pelican National”).  All references herein to Pelican Financial include the consolidated results of its subsidiaries.  All significant intercompany accounts and transactions have been eliminated in consolidation.  The Washtenaw Group  (“Washtenaw”) is included in the 2003 financial statements as a discontinued operation (See Note 3).

 

Segment Information:

Pelican Financial’s continuing operations include one primary segment, retail banking.  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 five bank branches.  Pelican National’s primary revenues are comprised of net interest income from loans and investments, service charges on deposit accounts and gain on sales of loans.

 

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 March 31,

 

 

 

2004

 

2003

 

Net income (loss) as reported

 

$

(160,424

)

$

2,931,028

 

Deduct: Stock-based compensation expense determined under fair value based method

 

3,443

 

9,054

 

Pro forma net income (loss)

 

$

(163,867

)

$

2,921,974

 

 

 

 

 

 

 

Basic earnings (loss) per share as reported

 

$

(0.04

)

$

0.66

 

Pro forma basic earnings (loss) per share

 

(0.04

)

0.66

 

 

 

 

 

 

 

Diluted earnings (loss) per share

 

$

(0.04

)

$

0.66

 

Pro forma diluted earnings (loss) per share

 

(0.04

)

0.66

 

 

Due to the spin-off (see Note 3), options outstanding at December 31, 2003 included 10,735 options that were held by employees of Washtenaw.  These options were cancelled during the first quarter of 2004 and replaced with options on stock of The Washtenaw Group.  While employees and directors of Pelican Financial and Pelican National held the remaining options, the intrinsic value (market value per share, less option exercise price) of these options was significantly reduced by the effect of the spin-off.  As a result of the spin-off, the number and exercise price of these options was modified in January 2004 to restore the options to substantially the same intrinsic value as existed at the date of the spin-off.    Accordingly, the options outstanding at December 31, 2003 were replaced with 288,385 options at an exercise price of $3.45.  Since the options were modified to offset the effect of the spin-off on the stock price per share, no compensation expense has been recognized for the modification.

 

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 March 31, 2004, 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, 2003 included in Pelican Financial’s Form 10-K.

 

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

 

NOTE 3 – SPIN-OFF

 

On December 31, 2003, Pelican Financial, the former parent company of Washtenaw, distributed all of the outstanding shares of Washtenaw to the holders of Pelican Financial common stock on a share for share basis (based on Pelican Financial shareholders of record on December 22, 2003).  Upon completion of the distribution on December 31, 2003, Washtenaw is no longer a subsidiary of Pelican Financial.  The consolidated statements of income and consolidated statements of cash flows, include the activity of Washtenaw as a discontinued operation during 2003.

 

During the periods presented in the financial statements, Pelican Financial did not incur any expenses on behalf of Washtenaw and no allocation of parent company expenses has been reflected in discontinued operations.

 

Following the distribution certain individuals continue to serve as officers of both Washtenaw and Pelican Financial.  Washtenaw pays their salaries and all other compensation, and Pelican Financial reimburses Washtenaw, as part of the transitional services agreement, for time spent on Pelican Financial matters.  Prior to 2004, Pelican did not reimburse Washtenaw for these services.  Beginning in 2004, officers and other employees providing services to both companies maintain records of their time spent on the affairs of each company as a basis for determining the reimbursements.

 

NOTE 4 – LOANS RECEIVABLE

 

Loans receivable consist of the following:

 

 

 

March 31,
2004

 

December 31,
2003

 

Commercial, financial and agricultural

 

$

1,711,756

 

$

1,619,450

 

Commercial real estate

 

45,017,533

 

43,850,625

 

Residential real estate

 

41,212,366

 

45,056,027

 

Consumer loans

 

23,322,925

 

20,602,267

 

 

 

111,264,580

 

111,128,369

 

Deduct allowance for loan losses

 

(1,445,272

)

(1,330,112

)

 

 

 

 

 

 

Loans receivable, net

 

$

109,819,308

 

$

109,798,257

 

 

 

7



 

Activity in the allowance for loan losses for the quarters ended March 31, are as follows:

 

 

 

2004

 

2003

 

 

 

 

 

 

 

Balance at beginning of period

 

$

1,330,112

 

$

1,062,109

 

Provision for loan losses

 

75,000

 

80,000

 

Loans charged-off

 

 

(106,007

)

Recoveries

 

40,160

 

10,141

 

 

 

 

 

 

 

Balance at end of period

 

$

1,445,272

 

$

1,046,243

 

 

NOTE 5 - EARNINGS PER SHARE

 

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

 

 

 

Three Months Ended March 31, 2004

 

Three Months Ended March 31, 2003

 

Basic earnings (loss) per share

 

 

 

 

 

Income (loss) from continuing operations

 

$

(160,424

)

$

267,862

 

Income (loss) from discontinued operations

 

 

2,663,166

 

Net income (loss) applicable to common stock

 

(160,424

)

2,931,028

 

 

 

 

 

 

 

Weighted average shares outstanding

 

4,488,351

 

4,440,241

 

 

 

 

 

 

 

Income (loss) from continuing operations per share

 

$

(0.04

)

$

0.06

 

Income (loss) from discontinued operations per share

 

 

0.60

 

Basic earnings (loss) per share

 

$

(0.04

)

$

0.66

 

 

 

 

 

 

 

Diluted earnings (loss) per share

 

 

 

 

 

Income (loss) from continuing operations

 

$

(160,424

)

$

267,862

 

Income (loss) from discontinued operations

 

 

2,663,166

 

Net income (loss) applicable to common stock

 

(160,424

)

2,931,028

 

 

 

 

 

 

 

Weighted average shares outstanding

 

4,488,351

 

4,440,241

 

Dilutive effect of assumed exercise of stock options

 

 

20,431

 

Diluted average shares outstanding

 

4,488,351

 

4,460,672

 

 

 

 

 

 

 

Income (loss) from continuing operations per share

 

$

(0.04

)

$

0.06

 

Income (loss) from discontinued operations per share

 

 

0.60

 

Diluted earnings (loss) per share

 

$

(0.04

)

$

0.66

 

 

8



 

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.

 

SPIN-OFF

 

On December 31, 2003, Pelican Financial distributed all of the outstanding shares of The Washtenaw Group, Inc. to the holders of Pelican Financial common stock on a share for share basis (based on Pelican Financial shareholders of record on December 22, 2003).  Upon completion of the distribution on December 31, 2003, Washtenaw is no longer a subsidiary of Pelican Financial.  Following the distribution certain individuals serve as officers of both Washtenaw and Pelican Financial.  Washtenaw pays their salaries and all other compensation, and Pelican Financial reimburses Washtenaw, as part of a Transitional Services Agreement, for time spent on Pelican Financial matters.  Prior to 2004, Pelican did not reimburse Washtenaw for these services.  Beginning in 2004, officers and other employees providing services to both companies maintain records of their time spent on the affairs of each company as a basis for determining the reimbursements.

 

CRITICAL ACCOUNTING POLICIES

 

The accounting policy that has the greatest impact on the Pelican Financial’s financial condition and results of operations and that requires the most judgment relates to the accounting for the allowance for loan losses.  Pelican Financial’s accounting policy for the allowance for loan losses has not changed since December 31, 2003 and the accounting policy is described more fully in the annual report on Form 10-K for the year ended December 31, 2003.

 

EARNINGS PERFORMANCE

 

Pelican Financial reported a net loss from continuing operations of $160,000 for the quarter ended March 31, 2004 compared to net income of $268,000 for the quarter ended March 31, 2003.  Basic and diluted earnings per share from continuing operations was $0.04 loss per share compared to $0.06 earnings per share for the three months ended March 31, 2004 and 2003 respectively.

 

RESULTS OF OPERATIONS

 

Net Interest Income

Net interest income was $1.5 million and $1.7 million for the three months ended March 31, 2004 and 2003, respectively.  Net interest income decreased as a result of the decrease in the yield on interest-earning assets.  This was due to the payoff of high interest rate loans being replaced with lower yielding securities.  This was partially offset by a decrease in the cost of funds due to lower cost money market deposits replacing higher cost time deposits and other borrowings.  In addition, the custodial deposits from Washtenaw negatively impacted net interest margin.  While Pelican National was able to earn a positive spread and increase net interest income, the volatility in the balance of the accounts results in Pelican National investing these deposits primarily in federal funds sold.

 

9



 

Average Balance Sheet (dollars in thousands)

The following table summarizes the average yields earned on interest-earning assets and the average rates paid on interest-bearing liabilities for the continuing operations of Pelican Financial.

 

 

 

Three months ended March 31,

 

 

 

2004

 

2003

 

 

 

Average
Volume

 

Interest

 

Yield/Cost

 

Average
Volume

 

Interest

 

Yield/Cost

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal funds sold

 

$

36,206

 

$

89

 

0.98

%

$

31,438

 

$

100

 

1.27

%

Securities

 

64,726

 

499

 

3.08

 

6,134

 

78

 

5.09

 

Loans held for sale

 

74

 

1

 

5.41

 

10,135

 

142

 

5.60

 

Loans receivable, net

 

111,218

 

1,999

 

7.19

 

115,616

 

2,275

 

7.87

 

Total interest-earning assets

 

212,224

 

2,588

 

4.88

 

163,323

 

2,595

 

6.36

 

Non-earning assets

 

11,855

 

 

 

 

 

24,248

 

 

 

 

 

Total assets

 

$

224,079

 

 

 

 

 

$

187,571

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

NOW accounts

 

$

1,699

 

3

 

0.71

 

$

1,433

 

3

 

0.84

 

Money market accounts

 

79,682

 

429

 

2.15

 

7,719

 

34

 

1.76

 

Savings deposits

 

9,841

 

34

 

1.38

 

12,868

 

58

 

1.80

 

Time deposits

 

38,103

 

410

 

4.30

 

48,546

 

490

 

4.04

 

Other borrowings

 

12,000

 

163

 

5.43

 

18,720

 

265

 

5.66

 

Total interest-bearing liabilities

 

141,325

 

1,039

 

2.94

 

89,286

 

850

 

3.81

 

Noninterest-bearing liabilities

 

65,957

 

 

 

 

 

83,671

 

 

 

 

 

Stockholders’ equity

 

16,797

 

 

 

 

 

14,614

 

 

 

 

 

Total liabilities and stockholders’ equity

 

$

224,079

 

 

 

 

 

$

187,571

 

 

 

 

 

Interest rate spread

 

 

 

 

 

1.94

%

 

 

 

 

2.55

 

Net interest income and net interest margin

 

 

 

$

1,549

 

2.92

%

 

 

$

1,745

 

4.27

 

 

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 FHLB borrowings, 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 March 31, 2004 was $101,000 compared to $186,000 for the same period in 2003, a decrease of $85,000 or 46%.  This decrease was primarily due to the decrease in gain on sale of securities of approximately $69,000; the decrease in gain on sale of loans of $15,000 and the $22,000 decrease in service charges on deposit accounts.  This was offset by the increase in the net gain on foreclosed assets and other income of $21,000 that was the result of a gain on the sale of real estate owned.  The decrease in the gain on sale of securities resulted from the reduction in the sale of securities for liquidity purposes.  The decrease in gain on sales loans, net resulted from the reduction in the sales of marine loans during 2004.  The decrease in service charges on deposit accounts resulted from a reduction in insufficient fund charges on checking accounts.

 

Noninterest Expense

Total noninterest expense for the three months ended March 31, 2004 was $1.8 million, compared to $1.4 million for the same period in 2003, an increase of approximately $400,000 or 29%. The increase is primarily related to the cost of employee compensation and benefits that increased $191,000; occupancy and equipment that increased $48,000; accounting and auditing that increased $39,000 and other expenses that increased $101,000. The increases were due primarily to the increase in number of employees and branches.  These employees were to staff the new branch in

 

10



 

Fort Myers, Florida and existing branches as well as to increase the loan sales and operations staff.  The accounting and auditing increase was due to additional internal audit work performed as a result of the growth of the bank and external audit services provided related to the spin-off of Washtenaw.

 

BALANCE SHEET ANALYSIS

 

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

 

ASSETS

At March 31, 2004, total assets of Pelican Financial equaled $270.7 million compared to $221.5 million at December 31, 2003, an increase of $49.2 million or 22%. The increase is primarily due to the increase in cash and cash equivalents and securities available for sale.

 

Cash and Cash Equivalents

Cash and cash equivalents were $65.0 million at March 31, 2004 compared to $55.4 million at December 31, 2003.  The increase of $9.6 million or 17% was primarily the result of a $26.4 million increase in deposits attributed to Washtenaw maintaining all of the investor accounts related to its servicing portfolio at Pelican National and an increase in money market account deposits resulting from a program Pelican National Bank began offering in August, 2003 that has raised the amount of core deposits at Pelican National.  The balances at December 31, 2003 increased as loan payoffs from Washtenaw’s servicing portfolio decreased.  Due to the fluctuation in balances of these accounts, Pelican National typically invested the deposits in interest-bearing deposits and federal funds sold.  These increases were partially offset by the use of cash to purchase securities available for sale.

 

Investment Securities

Pelican National primarily 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.  As required by SFAS No. 115, Pelican National classifies securities as held-to-maturity, available-for-sale, or trading.  At March 31, 2004 and at December 31, 2003, 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 March 31, 2004, the market value of Pelican National’s investment portfolio totaled $90.0 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.

 

 

 

(dollars in thousands)

 

 

 

At March 31, 2004

 

At December 31, 2003

 

U. S. Government agency

 

$

46,971

 

$

25,403

 

Mortgage-backed securities

 

41,828

 

24,327

 

Federal Reserve Bank and Federal Home Loan Bank Stock

 

1,192

 

949

 

Total investment securities

 

$

89,991

 

$

50,679

 

 

Loans Receivable

Total loans receivable were $109.8 million at March 31, 2004 and December 31, 2003.  The consistent balance is the result of new loan production being offset by loan payoffs and principal reductions.  New loan production for the three months ended March 31, 2004 was $12.1 million.

 

11



 

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 excludes mortgage loans held for sale.  Pelican Financial had no concentration of loans exceeding 10% of total loans that are not otherwise disclosed below.

 

 

 

March 31, 2004

 

December 31, 2003

 

 

 

Amount

 

Percent

 

Amount

 

Percent

 

 

 

 

 

 

 

 

 

 

 

Real estate loans:

 

 

 

 

 

 

 

 

 

Residential, one to four units

 

$

40,930

 

36.92

%

$

44,094

 

39.83

%

Commercial and industrial real estate

 

42,977

 

38.76

 

43,151

 

38.98

 

Construction

 

1,915

 

1.73

 

1,327

 

1.19

 

Total real estate loans

 

85,822

 

77.41

 

88,572

 

80.00

 

Other loans:

 

 

 

 

 

 

 

 

 

Business, commercial

 

1,712

 

1.55

 

1,534

 

1.39

 

Automobile

 

437

 

0.39

 

478

 

0.43

 

Boat

 

16,780

 

15.14

 

14,578

 

13.17

 

Other consumer

 

6,105

 

5.51

 

5,546

 

5.01

 

Total other loans

 

25,034

 

22.59

 

22,136

 

20.00

 

Total gross loans

 

110,856

 

100.00

%

110,708

 

100.00

%

 

 

 

 

 

 

 

 

 

 

Unearned fees, premiums and discounts, net

 

408

 

 

 

420

 

 

 

Allowance for loan losses

 

(1,445

)

 

 

(1,330

)

 

 

 

 

 

 

 

 

 

 

 

 

Total Loans net

 

$

109,819

 

 

 

$

109,798

 

 

 

 

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 March 31,

 

At December 31,

 

 

 

2004

 

2003

 

2003

 

 

 

(Dollars in thousands)

 

Nonaccrual loans

 

$

557

 

$

1,452

 

$

455

 

Loans past due 90 days or more but not on nonaccrual

 

735

 

 

 

Total nonperforming loans

 

1,292

 

1,452

 

455

 

 

 

 

 

 

 

 

 

Other real estate owned

 

119

 

199

 

333

 

Total nonperforming assets

 

$

1,411

 

$

1,651

 

$

788

 

 

 

 

 

 

 

 

 

Total nonperforming assets to total assets

 

0.52

%

1.54

%

0.36

%

Allowance for loan losses to nonperforming loans

 

111.84

%

72.04

%

292.31

%

Nonperforming loans to total assets

 

0.48

%

0.35

%

0.21

%

 

12



 

Provision and Allowance for Loan Losses

 

The allowance for loan losses as of March 31, 2004 was $1.4 million, or 1.30% of total portfolio loans, compared to $1.3 million, or 1.20% of total loans at December 31, 2003. Our allowance for loan losses is maintained at a level management considers appropriate based upon our regular, quarterly assessments of the probable estimated losses inherent in the loan portfolio. Our methodology for measuring the appropriate level of allowance relies on several key elements, which include specific allowances for identified problem loans, general allocations for graded loans, and general allocations based on historical trends for pools of similar un-graded loans.

 

Specific allowances are established in cases where senior credit management has identified significant conditions or circumstances related to an individual credit that we believe indicates the loan is impaired. The specific allowance is determined by methods prescribed by SFAS No. 114, “Accounting by Creditors for Impairment of a Loan”.

 

A general allocation on commercial and commercial real estate loans not considered impaired is calculated by applying loss factors to outstanding loans based on the internal risk grade of such loans.  Loans are assigned a loss allocation factor for each loan classification category. The lower the grading assigned to a loan category, the greater the allocation percentage that is applied. Changes in risk grade of both performing and nonperforming loans affect the amount of the allocation. Loss factors are based on our loss experience and may be adjusted for significant factors that, in management’s judgment, affect the collectibility of the portfolio as of the analysis date.

 

Groups of homogeneous loans, such as residential real estate and consumer loans, receive an allowance allocation based on loss trends.  We use historical loss trends based on our experience in determining an adequate allowance for these pools of loans. General economic and business conditions, credit quality trends, seasoning of the portfolios and recent loss experience are conditions considered in connection with allocation factors for these similar pools of loans.

 

During the three months ended March 31, 2004 the allowance for loan losses increased by $115,000.  The increase in the allowance was deemed necessary due to an increase in non-performing loans, loans on the banks “watch list” and an increase in the allowance allocation on the marine lending portfolio and second mortgage loans.  Net recoveries for the three months ended March 31, 2004 totaled $40,160 as compared to charge-offs of $95,866 for the same period in 2003.

 

LIABILITIES

At March 31, 2004, the total liabilities of Pelican Financial were $253.6 million as compared to $204.6 million at December 31, 2003, an increase of $49.0 million or 24%. This increase was primarily due to an increase in deposits.

 

Deposits

Total deposits were $241.0 million at March 31, 2004 compared to $191.9 million at December 31, 2003, representing an increase of $49.1 million or 26%.  The increase was the result of a focus on developing new deposit relationships with customers.  This was achieved by maintaining the yield paid on its money market account to one of the highest in the local market area.  This resulted in an increase in core deposits of approximately $24 million.  Also, Washtenaw’s deposits attributable to its servicing portfolio increased by approximately $26 million due to increase d loan payoffs.  The loan payoffs are remitted to Washtenaw’s investors within five business days in the subsequent month.  This was offset by a reduction of approximately $2 million in certificate of deposits obtained from brokers and the Internet.  Pelican National is attempting to reduce the reliance on this source of funds in the future and currently is allowing all certificates of deposits obtained in this manner to mature without replacing the funds.  At March 31, 2004, there were $8.1 million in deposits obtained from brokers and the Internet.

 

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.

 

13



 

Pelican Financial’s source of funds is dividends paid by Pelican National.  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 of securities, calls of available for sale securities and Federal Home Loan Bank borrowings.

 

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 March 31, 2004, Pelican National had a liquidity ratio of 60%.  This is calculated by adding all of Pelican National’s cash, unpledged securities and federal funds sold and dividing by its’ total liabilities.  Pelican National has available to it several contingent sources of funding.  These include the ability to raise funds through brokered deposits, lines of credit and the sale of loans or participations.

 

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 March 31, 2004 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 March 31, 2004 and December 31, 2003, respectively:

 

 

 

March 31, 2004

 

December 31, 2003

 

Required to be

 

 

 

Pelican
National

 

Pelican
Financial

 

Pelican
National

 

Pelican
Financial

 

Adequately
Capitalized

 

Well
Capitalized

 

Total Equity Capital to risk-weighted assets

 

13.17

%

14.84

%

13.66

%

15.50

%

8.00

%

10.00

%

Tier 1 Capital to risk-weighted assets

 

11.98

%

13.66

%

12.51

%

14.36

%

4.00

%

6.00

%

Tier 1 Capital to adjusted total assets

 

6.49

%

7.42

%

7.20

%

7.96

%

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 asset/liability position or the market value of Pelican Financial’s portfolio since December 31, 2003.

 

Item 4:  Controls and Procedures

 

Pelican Financial, under the supervision and with the participation of its management, including its principal executive officer and principal financial officer, evaluated the effectiveness of the design and operation of its disclosure controls and procedures as of the end of the period covered by this report.  Based on this evaluation, the principal executive officer and principal financial officer concluded that Pelican Financial’s disclosure controls and procedures are effective in reaching a reasonable level of assurance that information required to be disclosed by Pelican Financial in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time period specified in the Securities and Exchange Commission’s rules and forms.

 

The principal executive officer and principal financial officer also conducted an evaluation of internal control over financial reporting (“Internal Control”) to determine whether any changes in Internal Control occurred during the fiscal quarter that have materially affected or which are reasonably likely to materially affect Internal Control.  Based on that evaluation, there has been no such change during the quarter covered by this report.

 

14



 

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.  Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.  Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within Pelican Financial have been detected.  Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.  Pelican Financial conducts periodic evaluations to enhance, where necessary its procedures and controls.

 

Part II. Other Information

 

Item 1.   Legal Proceedings

 

There has been no material changes to the pending legal proceedings to which Pelican Financial is a party since the filing of the registrant’s Form 10-K.

 

Item 2.  Changes in Securities and Use of Proceeds

 

(a) Not Applicable

(b) Not Applicable

(c) Not Applicable

(d) Not Applicable

 

Item 3.   Defaults Upon Senior Securities

 

Not Applicable.

 

Item 4.   Submission of Matters to a Vote of Shareholders

 

None

 

Item 5.   Other Information

 

None

 

Item 6.   Exhibits and Reports on Form 8-K

 

(a)          Exhibits

 

 

 

 

 

 

31.1

 

Certification of Principal Executive Officer

 

 

 

 

 

31.2

 

Certification of Principal Financial Officer

 

 

 

 

 

32

 

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

 

 

 

 

(b)         Reports on Form 8-K

 

 

 

February 27, 2004 to announce financial results of quarter and year ended December 31, 2003

 

15



 

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: May 13, 2004

/s/ Charles C. Huffman

 

 

Charles C. Huffman

 

President and Chief Executive Officer

 

 

 

 

Date: May 13, 2004

/s/ Howard M. Nathan

 

 

Howard M. Nathan

 

Vice President and Chief Financial Officer

 

(Principal Financial and Accounting Officer)

 

16