1
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, 1998
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[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 0-22767
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D&N Capital Corporation
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(Exact name of registrant as specified in its charter)
Delaware 31-1517665
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
400 Quincy Street, Hancock, Michigan 49930
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(Address of principal executive offices)
(906) 482-2700
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(Registrant's telephone number, including area code)
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(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check whether the registrant (1) has filed all reports 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 [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Common Stock, $300 par value 31,781
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Series A Preferred Shares, $25.00 par value 1,210,000
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(Class) (Shares Outstanding as of October 31, 1998)
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D&N CAPITAL CORPORATION
INDEX
Page No.
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PART I
Statements of condition -
September 30, 1998 and December 31, 1997 3
Statements of income -
three months ended September 30, 1998 and 1997
nine months ended September 30, 1998 and 1997 4
Statement of changes in Stockholders' Equity -
nine months ended September 30, 1998 5
Statement of cash flows -
nine months ended September 30, 1998 6
Notes to financial statements 7
Management's discussion and analysis of financial
condition and results of operations 9
PART II
Other information 14
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D&N CAPITAL CORPORATION
STATEMENTS OF CONDITION
(In thousands, except share data)
September 30 December 31
1998 1997
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(Unaudited)
ASSETS:
Loans receivable:
Residential mortgage loans $ 52,913 $ 52,784
Commercial mortgage loans 7,370 7,601
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Net loans receivable 60,283 60,385
Cash 2 2
Due from Parent 872 --
Other assets 11 --
Accrued interest receivable 358 358
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TOTAL ASSETS $ 61,526 $ 60,745
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LIABILITIES:
Due to Parent $ -- $ 202
Other liabilities 16 9
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TOTAL LIABILITIES 16 211
STOCKHOLDERS' EQUITY:
Preferred stock, par value $25.00; 2,500,000
authorized, 1,210,000 issued and outstanding 30,250 30,250
Common stock, par value $300.00 per share;
250,000 shares authorized, 31,781 shares
issued and outstanding 9,534 9,534
Additional paid-in capital 20,716 20,716
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Total paid-in capital 60,500 60,500
Retained earnings 1,010 34
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TOTAL STOCKHOLDERS' EQUITY 61,510 60,534
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 61,526 $ 60,745
======== ========
See Notes to Financial Statements.
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D&N CAPITAL CORPORATION
STATEMENTS OF INCOME (UNAUDITED)
For the Three and Nine Months Ended
September 30, 1998 and 1997
(In thousands, except per share data)
Three Months Ended Nine Months Ended
September 30 September 30
1998 1997 1998 1997(1)
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INTEREST INCOME:
Loans:
Residential mortgage loans $ 869 $ 765 $ 2,659 $ 765
Commercial mortgage loans 152 128 463 128
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Total loan interest income 1,021 893 3,122 893
Intercompany interest 17 5 29 5
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TOTAL INTEREST INCOME 1,038 898 3,151 898
NONINTEREST EXPENSE:
Advisory fees 31 26 94 26
Other expenses 14 11 39 11
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TOTAL NONINTEREST EXPENSE 45 37 133 37
NET INCOME 993 861 3,018 861
PREFERRED STOCK DIVIDEND REQUIREMENTS 681 537 2,042 537
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NET INCOME APPLICABLE TO COMMON SHARES 312 324 976 324
COMMON STOCK DIVIDENDS PAID -- -- -- --
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RETAINED EARNINGS INCREASE $ 312 $ 324 $ 976 $ 324
================== =====================
NET INCOME PER SHARE $ 9.81 $10.19 $ 30.71 $10.19
================== =====================
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING 31,781 31,781 31,781 31,781
================== =====================
(1) The 1997 year-to-date column represents the period from the REIT's inception
on March 18, 1997, to September 30, 1997.
See Notes to Financial Statements.
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D&N CAPITAL CORPORATION
STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY (UNAUDITED)
For the Nine Months Ended September 30, 1998 and 1997
(In thousands)
1998 1997
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PREFERRED STOCK:
Balance at beginning of period $ 30,250 $ --
Issuance of preferred stock -- 30,250
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Balance at end of period 30,250 30,250
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COMMON STOCK:
Balance at beginning of period 9,534 --
Issuance of common stock -- 9,534
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Balance at end of period 9,534 9,534
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ADDITIONAL PAID IN CAPITAL:
Balance at beginning of period 20,716 --
Issuance of common stock -- 22,247
Less: Offering costs -- 1,531
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Balance at end of period 20,716 20,716
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RETAINED EARNINGS:
Balance at beginning of period 34 --
Net Income 3,018 861
Common dividends -- --
Preferred dividends (2,042) (537)
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Balance at end of period 1,010 324
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TOTAL STOCKHOLDERS' EQUITY $ 61,510 $ 60,824
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See Notes to Financial Statements.
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D&N CAPITAL CORPORATION
STATEMENTS OF CASH FLOW (UNAUDITED)
For the Nine Months Ended September 30, 1998 and 1997
(In thousands)
1998 1997
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OPERATING ACTIVITIES:
Net Income $ 3,018 $ 861
Adjustments to reconcile net income to net cash
provided by operating activities:
Net change in:
Accrued interest receivable -- (370)
Due from Parent (1,074) (20)
Other assets (10) --
Accounts payable 6 --
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Net cash provided by operating activities 1,940 471
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INVESTING ACTIVITIES:
Purchase of mortgage loans (20,815) (63,188)
Principal payments received 20,917 2,755
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Net cash used by investing activities 102 (60,433)
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FINANCING ACTIVITIES:
Proceeds from common stock issued -- 31,781
Proceeds from preferred stock issued -- 30,250
Offering costs -- (1,531)
Preferred stock dividends paid (2,042) (537)
Common stock dividends paid -- --
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Net cash used by financing activities (2,042) 59,963
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NET INCREASE IN CASH -- 1
CASH AT BEGINNING OF PERIOD 2 --
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CASH AT SEPTEMBER 30, 1998 AND 1997 $ 2 $ 1
======== ======
See Notes to Financial Statements.
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D&N CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1: ORGANIZATION AND BASIS OF PRESENTATION
D&N Capital Corporation (the "Company"), is a Delaware corporation incorporated
on March 18, 1997 and was created for the purpose of acquiring, holding and
managing real estate assets. The Company is a wholly-owned subsidiary of D&N
Bank (the "Bank"), a federally chartered savings bank, which itself is
wholly-owned by D&N Financial Corporation ("D&N"), a financial services holding
company organized under the laws of the state of Delaware.
All shares of common stock are held by the Bank. The Series A Preferred Shares
are traded on NASDAQ under the symbol "DNFCP".
The Company used the net proceeds raised from the initial public offering of the
Series A Preferred Shares and the sale of the Common Stock to the Bank to
purchase from the Bank the Company's initial portfolio of $60,524,000, of
residential and commercial mortgage loans ("Mortgage Loans") at their estimated
fair values.
The accompanying unaudited interim financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Rule 10-01 of Regulation
S-X. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments (consisting solely of
normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the interim periods are not necessarily
indicative of the results that may be expected for the full year.
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
MORTGAGE LOANS:
Mortgage loans are carried at the principal amount outstanding, plus premium or
discount, upon purchase from the Bank. Interest income is recognized using the
interest method, which approximates a level rate of return over the term of the
loan.
ALLOWANCE FOR LOAN LOSSES:
The allowance for possible losses on loans is maintained at a level believed
adequate by management to absorb potential losses from impaired loans as well as
from the remainder of the
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portfolio. Management's determination of the level of the allowance is based
upon evaluation of the portfolio, past experience, current economic conditions,
size and composition of the portfolio, collateral location and values, cash flow
positions, industry concentrations, delinquencies and other relevant factors. At
September 30, 1998, there was no allowance for losses on loans.
DIVIDENDS:
Preferred Stock. Dividends on the Series A Preferred Shares are noncumulative
from issuance (July 17, 1997) and are payable quarterly on the last day of
March, June, September and December at a rate of 9.00% per annum of the
liquidation preference ($25.00 per share).
Common Stock. The Bank, as shareholder, is entitled to receive dividends when,
as and if declared by the Board of Directors from funds legally available after
all preferred dividends have been paid.
NET INCOME PER COMMON SHARE:
Net income per common share is computed by dividing net income after preferred
dividends by the weighted average number of common shares outstanding. Diluted
earnings per share is not presented, as there are no outstanding dilutive
securities.
The Company has elected to be treated as a Real Estate Investment Trust
("REIT"), pursuant to provisions of the Internal Revenue Code of 1986, as
amended (the "Code"). As a result, the Company will not be subject to federal
income tax on its taxable income to the extent it distributes at least 95% of
its taxable income to its shareholders and it meets certain other requirements
as defined in the Code. The Company intends to maintain its qualification as a
REIT for federal income tax purposes. The Company intends to make qualifying
dividends (for federal income tax purposes) of all of its taxable income to its
Common and Preferred Stock shareholders, a portion of which may be in the form
of "consent" dividends, as defined under the Code. As a result, the Company has
made no provision for income taxes in the accompanying financial statements.
NOTE 3: DIVIDENDS
For the three month and nine month periods ended September 30, 1998, the Company
paid dividends on Series A Preferred Shares in the amount of $680,625 and
$2,041,875, respectively.
.
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D&N CAPITAL CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The principal business of the Company is to acquire, hold and manage residential
and commercial mortgage loans ("Mortgage Loans") that will generate net income
for distribution to stockholders. The Company currently intends to continue to
acquire all its Mortgage Loans from the Bank, consisting of whole loans secured
by first mortgages or deeds of trust on single-family residential real estate
properties or on commercial real estate properties.
All shares of common stock are held by D&N Bank. The Series A preferred shares
are traded on NASDAQ under the symbol "DNFCP".
The Bank administers the day-to-day activities of the Company in its role as
Advisor under the Advisory Agreement. The Bank also services the Company's
Mortgage Loans under each of the Servicing Agreements.
It is the intention of the Company and Bank that any agreements and transactions
between the Company and the Bank are consistent with market terms, including the
price paid and received for Mortgage Loans, upon their acquisition or
disposition by the Company, or in connection with the servicing of such Mortgage
Loans. The requirement in the Certificate of Designation establishing the Series
A Preferred Shares that certain actions of the Company be approved by a majority
of the Independent Directors is also intended to ensure fair dealing between the
Company and the Bank.
RESULTS OF OPERATIONS
The Company reported net interest income for the quarter ended September 30,
1998 of approximately $1,038,000. Interest income from residential and
commercial mortgage loans were $869,000 and $152,000, respectively. After a
deduction of approximately $31,000 in advisory fees and $14,000 in other
administrative expenses, the Company reported net income of approximately
$992,000 for the quarter ended September 30, 1998.
The Company reported net interest income for the nine months ended September 30,
1998 of approximately $3,151,000. Interest income from residential and
commercial mortgage loans was $2,659,000 and $463,000, respectively. After a
deduction of approximately $94,000 in advisory fees and $39,000 in other
administrative expenses, the Company reported net income of approximately
$3,018,000 for the nine months ended September 30, 1998.
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For the three month and nine month periods ended September 30, 1998, the Company
reported net income per common share of $9.81 and $30.71 respectively.
For the quarter ended September 30, 1998, the Company paid $680,625 in preferred
stock dividends. Dividends on the common stock are paid to the Bank when, as and
if declared by the Board of Directors of the Company out of funds available. The
Company expects to pay common stock dividends at least annually in amounts
necessary to continue to preserve its status as a real estate investment trust
("REIT") under the Internal Revenue Code of 1986, as amended (the "Code").
MORTGAGE LOANS
Residential mortgage loans consist of Adjustable Rate Mortgages ("ARMs") and
Fixed Rate Mortgages ("FRM's"). The commercial mortgage loans consist of fixed
and variable rate loans, a majority of which have balloon payments.
Reinvestments in mortgage loans have been and will continue to be consistent in
maintaining an approximate 90% and 10% ratio between residential and commercial
mortgage loans, respectively. All mortgage loans are purchased from the Bank.
For the three and nine month periods ended September 30, 1998, the Company
purchased replacement mortgage loans from the Bank of approximately $6,191,000
and $20,815,000, respectively. In addition, the Company received approximately
$6,284,000 and $20,917,000, respectively, of principal payments on its portfolio
from the Servicer for the three month and nine month periods ended September 30,
1998.
INTEREST RATE RISK
The Company's income consists primarily of interest payments on Mortgage Loans.
If there is a decline in interest rates (as measured by the indices upon which
the interest rates of the residential ARM and variable rate commercial mortgage
loans are based), then the Company will experience a decrease in income
available to be distributed to its shareholders. There can be no assurance that
an interest rate environment in which there is a significant decline in interest
rates over an extended period of time would not adversely affect the Company's
ability to pay dividends on the Series A Preferred Shares.
SIGNIFICANT CONCENTRATION OF CREDIT RISK
Concentration of credit risk arises when a number of customers engage in similar
business activities, or activities in the same geographical region, or have
similar economic features that would cause their ability to meet contractual
obligations to be similarly affected by changes in economic conditions.
Concentration of credit risk indicates the relative sensitivity of the Company's
performance to both positive and negative developments affecting a particular
industry.
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Approximately 90% of the Company's total Mortgage Loan portfolio are loans
secured by residential real estate properties located in Michigan. Consequently,
these residential mortgage loans may be subject to a greater risk of default
than other comparable, geographically diverse, residential mortgage loans in the
event of adverse economic, political or business developments and natural
hazards in Michigan.
In addition, the majority of the commercial mortgage properties underlying the
Company's commercial mortgage loans are located in the Detroit metropolitan
area. Consequently, these commercial mortgage loans may be subject to greater
risk of default in the event of adverse economic, political or business
developments in the Detroit metropolitan area.
LIQUIDITY RISK MANAGEMENT
The objective of liquidity management is to ensure the availability of
sufficient cash flows to meet all of the Company's financial commitments and to
capitalize on opportunities for the Company's business expansion. In managing
liquidity, the Company takes into account various legal limitations placed on a
REIT as discussed below in Other Matters.
The Company's principal liquidity needs are to maintain the current portfolio
size through the acquisition of additional Mortgage Loans as Mortgage Loans
currently in the portfolio mature, or prepay, and to pay dividends on the Series
A Preferred Shares. The acquisition of additional Mortgage Loans is intended to
be funded with the proceeds obtained from the repayment of principal balances by
individual borrowers. The Company does not have and does not anticipate having
any material capital expenditures.
YEAR 2000 COMPLIANCE
D&N Bank's Year 2000 Compliance Program is progressing on schedule. The project
is Bank inclusive addressing computer hardware, software procedures, vendors,
large borrowers and facilities. This project began in October 1996 and is
scheduled for completion by June 1999.
To date all at risk computer hardware has been tested and replaced if not
compliant. Thirty eight computer based applications were identified as having
Year 2000 issues. Nine of those applications have been updated and are
compliant. Three applications representing a large threat to business
continuation (Deposits Account Processing, Installment Loan Account Processing
and General Ledger) have been certified Year 2000 compliant. The last
significant at risk system (Mortgage Loan Processing) is provided to D&N Bank by
a major national service bureau. This system is being tested by the Mortgage
Bankers Association to confirm compliance. This testing is expected to be
concluded and the system compliant by the end of the first quarter of 1999. The
remaining application systems are being tested and contingency plans have been
developed to mitigate business operational risk.
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Project Status
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D&N Bank began this project with an identification and assessment of all
potential exposures to Year 2000 related problems both internal and external to
the Bank. One major development precipitated by this project has been the
establishment and installment of a standard suite of Office Automation Software
products supported by a standard hardware platform. As a result all PC's within
the Bank have been identified, evaluated as to use and if necessary upgraded to
be compatible with date storage and processing beyond December 31, 1999. Other
hardware upgrades have been and will continue to be made as software upgrades
require larger/faster PC's to accomodate upgraded software.
All newly acquired software is being tested for Year 2000 compliance before
acceptance. Software testing has been done to verify date changes for 1999 to
2000, the identification of leap year where required along with numerous
projections from 1999 to 2xxx using day, month and year increments.
Manual procedures have been reviewed and scheduled for change where date
specific actions occur along with form changes necessary to properly record
dates in the new millennium.
Large commercial borrowers have been reviewed for their Year 2000 readiness and
their progress is being monitored for corrective action, their business
continuation and ability to repay their loans. New loan customers are also being
assessed for Year 2000 risk.
The building facilities owned and leased by the Bank have been reviewed for Year
2000 associated issues such as device controllers used for HVAC, elevators,
alarms, vaults, etc. Where necessary corrective actions have been taken.
Costs
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The Banks total Year 2000 estimated project cost, which is based upon currently
available information included expenses for the review and testing of third
parties including governmental entities. However, there can be no guarantee that
the hardware, software and systems of such third parties will be without
unfavorable Year 2000 issues and therefore not present a material adverse impact
upon the Bank.
Year 2000 compliance costs incurred during fiscal 1998 total $26,000, the
majority of which related to external consulting. This figure does not include
the implicit costs associated with the reallocation of internal staff hours to
Year 2000 project related efforts. At this time, management currently estimates
Year 2000 compliance costs not to exceed $100,000. This estimate does not
include normal ongoing costs for computer hardware, software, terminals and
related devices that would be replaced in the next year even without the
presence of the Year 2000 issue in conjunction with the Banks ongoing programs
for updating its delivery infrastructure. The aforementioned Year 2000 project
cost estimate may change as the Bank progresses in its Year 2000 programs and
obtains additional information associated with and conducts further testing
concerning third parties. At this time no significant projects have been delayed
as the result of the Banks Year 2000 effort.
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OTHER MATTERS
As of September 30, 1998, the Company believed that it was in full compliance
with the REIT tax rules and it will continue to quality as a REIT under the
provision of the Code. The Company calculates that:
* its Qualified REIT Assets, as defined in the Code, are approximately 100% of
its total assets, as compared to the federal tax requirements that at least
75% of its total assets must be Qualified REIT assets.
* 97% of its revenues qualify for the 75% source of income test and 100% of
its revenues qualify for the 95% source of income test under the REIT rules.
* none of the revenue was subject to the 30% income limitation under the REIT
rules.
The Company also met all REIT requirements regarding the ownership of its common
and preferred stocks and anticipates meeting the 1998 annual distribution and
administrative requirements.
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D&N CAPITAL CORPORATION
PART II - OTHER INFORMATION
ITEM 1: LEGAL PROCEEDINGS
None
ITEM 2: CHANGES IN SECURITIES
None
ITEM 3: DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5: OTHER INFORMATION
None
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
(a) The following exhibits is included herein:
12(a) Computation of Ratio of Earnings to Fixed
Charges
12(b) Computation of Ratio of Earnings to Fixed
Charges and Preferred Stock Dividend
Requirements
(27) inancial Data Schedule
(b) Reports to Form 8-K:
No reports on Form 8-K have been filed during the
quarter ended September 30, 1998.
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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.
D&N CAPITAL CORPORATION
/s/ Kenneth R. Janson
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Kenneth R. Janson, President and
Chief Executive Officer
/s/ Daniel D. Greenlee
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Daniel D. Greenlee
Chief Financial Officer and Treasurer
Date: November 13, 1998
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INDEX TO EXHIBITS
Exhibit No. Exhibits
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12(a) Computation of ratio of earnings to fixed charges
12(b) Computation of ratio of earnings to fixed charges
and preferred stock dividend requirements
27 Financial data schedule