8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant

to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 1, 2003

United PanAm Financial Corp.

(Exact name of registrant as specified in its charter)

California	000-24051	94-3211687
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. employer identification number)

3990 Westerly Place, Suite 200

Newport Beach, California 92660

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (949) 224-1917

Item 7.    Financial Statements and Exhibits.

(c)    Exhibits

99.1        Press Release dated May 1, 2003 reporting 2003 first quarter earnings.

Item 9.    Regulation FD Disclosure.

On May 1, 2003, United PanAm Financial Corp (the “Company”) issued a press release reporting its financial results for the quarter ended March 31, 2003. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. This information is being furnished under Item 12 (Results of Operations and Financial Condition) of Form 8-K and is included under this Item 9 in accordance with SEC Release No. 33-8126. This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	United PanAm Financial Corp. (Registrant)
Dated:  May 1, 2003	By:	/s/    GARLAND KOCH
		Name:  Garland Koch Title:  Chief Financial Officer

2

EX-99.1

Exhibit 99.1

[LOGO OF UNITED PANAM FINANCIAL, CORP.]

News Release

Contact: Garland W. Koch Chief Financial Officer United PanAm Financial Corp. 949.224.1917 e-mail: gkoch@upfc.com Cecilia A. Wilkinson Pondel /Wilkinson Group 310.207.9300 e-mail: investor@pondel.com

FOR IMMEDIATE RELEASE

UNITED PANAM FINANCIAL ANNOUNCES

FIRST QUARTER 2003 RESULTS

Newport Beach, California – May 1, 2003 – United PanAm Financial Corp. (Nasdaq:UPFC) today announced results for its first quarter ended March 31, 2003.

For the quarter ended March 31, 2003 the Company reported net income of $3.9 million, equal to $0.22 per diluted share, compared to net income of $2.7 million, or $0.15 per diluted share for the same period a year ago. This represents a 44% increase in net income between the two periods and a 47% increase in earnings per diluted share. During the first quarter of 2003, we recognized an after-tax gain of $425,000 on the sale of the final portions of our mortgage securitization pools and the disposition of all remaining assets related to mortgage servicing. If we excluded this income, the net income from operations would have been $3.5 million or $0.20 per diluted share. This would represent a 36% increase in net income and a 33% increase in earnings per diluted share when compared to earnings from operations in the first quarter of 2002.

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Net interest income for the first quarter of 2003 rose 30% to $15.2 million from $11.7 million in the first quarter of 2002.

The Company purchased $106 million of gross auto loans, including unearned interest, during the first quarter 2003, representing a 48% increase over the first quarter of 2002. Auto loans outstanding totaled $322.4 million at March 31, 2003; a 38% increase over March 31, 2002. The growth in auto loans is the result of planned expansion of the branch network throughout the country and portfolio growth at the branch level. During the first quarter of 2003, the Company opened 4 new auto loan branches bringing our total to 58 branches in 25 states. The Company will continue its philosophy of controlled expansion of the auto finance branch network, opening an additional 10-12 branches before year-end.

Delinquency over 30 days amounted to 0.54% of auto loans at March 31, 2003 compared with 0.64% at March 31, 2002. Delinquency and total repossessions over 30 days amounted to 1.0% of auto loans at March 31, 2003, compared with 1.1% at March 31, 2002.

The annualized quarterly net charge off rate was 5.73% for the first quarter of 2003, compared with 6.63% for the comparable period in 2002. The 2003 amount reflects a recovery of $536,000 from prior years’ sales tax on California repossessions. Without this recovery the net charge off rate would have been 6.41%.

“This quarter represents our 10^th consecutive quarter of increased earnings per share,” said Guillermo Bron, Chairman. “In spite of the difficult economic environment, delinquency and total repossessions over 30 days decreased from fourth quarter levels as a result of management’s continued focus on and maintenance of strict operating guidelines. In addition, auto loan originations continue to increase in accordance with our planned branch expansion program.”

Beginning in 2003, the Company adopted a new accounting policy, changing from the purchase accounting method to an incurred loss method for purchased auto loans. The new accounting method will change the allocation of discount on loans purchased from loan loss reserves to unearned discount (increasing unearned loan discount and interest income from the accretion of unearned finance charges). Loan loss reserves for loans originated beginning in 2003 and thereafter, will be built up through provisions for loan losses in the income statement and increased interest

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income from the accretion of unearned discount on loans purchased. The accounting change did not cause any material impact in the first quarter results. In addition, management believes the accounting change will not cause any material change in the financial results for the remainder of 2003.

United PanAm Financial Corp., a specialty finance company, originates and acquires for investment retail automobile installment sales contracts and insurance premium finance contracts. Its principal operating units include Pan American Bank, FSB, the largest Hispanic-controlled savings association in California, with over $1 billion in assets at March 31, 2003, United Auto Credit Corporation with 58 branch offices in 25 states, and the insurance premium finance division, which is the largest non-insurance provider of financing for insurance premiums in California

Any statements set forth above that are not historical facts are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act (“SLRA”) of 1995, including statements concerning the Company’s strategies, plans, objectives and intentions. Such statements are subject to a variety of estimates, risks and uncertainties, known and unknown, which may cause the company’s actual results to differ materially from those anticipated in such forward-looking statements. Potential risks and uncertainties include, but are not limited to, such factors as the impaired or limited credit history of the Company’s borrowers, the availability of additional financing, rapid growth of the Company’s business, the reliance on the Company’s systems and controls and key employees, competitive pressure we face in the banking industry, fluctuations in market rates of interest, general economic conditions and other risks, certain of which are detailed from time to time in the Company’s filings with the United States Securities and Exchange Commission.

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Editors Note:  Three pages of selected financial data follows.

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United PanAm Financial Corp. and Subsidiaries

Consolidated Statements of Financial Condition

(Unaudited)

(Dollars in thousands)	March 31, 2003			December 31, 2002
Assets
Cash and due from banks	$	11,693		$	9,964
Short term investments		17,151			3,590
Cash and cash equivalents		28,844			13,554
Securities available for sale, at fair value		804,957			603,268
Loans		357,442			331,257
Less unearned discount		(4,325	)		—
Less allowance for loan losses		(19,177	)		(23,179	)
Loans held for sale		333,940			308,078
Premises and equipment, net		2,714			2,700
Federal Home Loan Bank stock, at cost		7,406			1,675
Accrued interest receivable		1,830			1,880
Other assets		15,702			20,131
Total assets	$	1,195,393		$	951,286
Liabilities and Shareholders’ Equity
Deposits	$	471,031		$	468,458
Repurchase Agreements		625,177			384,624
Accrued expenses and other liabilities		5,876			8,545
Total liabilities		1,102,084			861,627
Common stock (no par value):
Authorized, 30,000,000 shares Issued and outstanding, 15,872,666 at March 31, 2003 and 15,798,338 at December 31, 2002		64,961			64,957
Retained earnings		27,724			23,814
Unrealized gain on securities available for sale, net		624			888
Total shareholders’ equity		93,309			89,659
Total liabilities and shareholders’ equity	$	1,195,393		$	951,286

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United PanAm Financial Corp. and Subsidiaries

Consolidated Statements of Operations

(Unaudited)

(In thousands, except per share data)	Three Months Ended March 31,
	2003		2002
Interest Income
Loans	$	16,803	$	13,037
Short term investments		3,714		2,659
Total interest income		20,517		15,696
Interest Expense
Deposits		3,692		3,232
Repurchase Agreements		1,596		193
Federal Home Loan Bank advances		—		571
Total interest expense		5,288		3,996
Net interest income		15,229		11,700
Provision for loan losses		535		85
Net interest income after provision for loan losses		14,694		11,615
Non-interest Income
Services charges and fees		230		191
Loan related charges and fees		92		85
Gain on sale of securities		—		61
Other income		898		29
Total non-interest income		1,220		366
Non-interest Expense
Compensation and benefits		6,011		4,810
Occupancy		1,031		874
Other		2,279		2,195
Total non-interest expense		9,321		7,879
Income before income taxes and cumulative effect of change in accounting principles		6,593		4,102
Income taxes		2,683		1,541
Income before cumulative effect of change in accounting principles	$	3,910	$	2,561
Cumulative effect of change in accounting principle, net of tax		—		106
Net Income	$	3,910	$	2,667
Earnings per share-basic:
Net income cumulative effect of change in accounting principles	$	0.25	$	0.16
Cumulative effect of change in accounting principle		—		0.01
Net Income	$	0.25	$	0.17
Weighted average shares outstanding		15,868		15,571
Earnings per share-diluted:
Net income cumulative effect of change in accounting principles	$	0.22	$	0.15
Cumulative effect of change in accounting principle		—		—
Net Income	$	0.22	$	0.15
Weighted average shares outstanding		17,796		17,338

United PanAm Financial Corp. and Subsidiaries

Selected Financial Data

(Unaudited)

(Dollars in thousands)	At or For the Three Months Ended
	March 31, 2003			March 31, 2002
Automobile Finance Data
Gross contracts purchased	$	106,239		$	71,875
Contracts outstanding		322,446			223,196
Allowance for credit losses to total loans		5.88	%		7.65	%
Unearned discount on loans to total loans		1.34	%		—
Annualized net charge-offs to average contracts (1)		5.73	%		6.63	%
Delinquencies (% of net contracts)
31-60 days		0.36	%		0.40	%
61-90 days		0.11	%		0.13	%
90+ days		0.07	%		0.11	%
Insurance Premium Finance
Loans originated	$	24,450		$	28,210
Loans outstanding end of period		34,881			40,639
Allowance for loan losses		222			508
Annualized net charge-offs to average loans (1)		0.42	%		0.72	%
Allowance for credit losses to total loans		0.64	%		1.25	%
Other Data
Return on average assets (1)		1.51	%		1.79	%
Return on average shareholder equity (1)		17.31	%		14.07	%
Retail deposits	$	315,305		$	321,256
Brokered deposits		155,726			51,476
Weighted average interest rates on deposits		3.13	%		3.43	%
Consolidated capital to assets ratio		7.81	%		10.54	%
Pan American Bank capital ratios:
Tangible		6.91	%		9.29	%
Core		6.91	%		9.29	%
Risk-based		16.81	%		20.34	%

(1) Quarterly information is annualized for comparability with full year information