PEOPLES PREFERRED CAPITAL CORP
10-Q, 2000-11-13
REAL ESTATE
Previous: SDG&E FUNDING LLC A DE LIMITED LIABILITY CO, 10-Q, EX-99, 2000-11-13
Next: PEOPLES PREFERRED CAPITAL CORP, 10-Q, EX-27, 2000-11-13



<PAGE>
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 2000

                         Commission file number: 0-23131

                     PEOPLE'S PREFERRED CAPITAL CORPORATION
             (Exact name of registrant as specified in its charter)

           Maryland                                  95-4642529
  (State or other jurisdiction                    (I.R.S. Employer
of incorporation or organization)                Identification No.)

                            5900 Wilshire Boulevard,
                          Los Angeles, California 90036
                                 (323) 938-6300

     Indicate by check mark 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 [ ]

         Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

<TABLE>
<CAPTION>
                  CLASS                            SHARES OUTSTANDING AT OCTOBER 19, 2000
                  -----                            --------------------------------------
<S>                                                <C>
          Common Stock, $0.01 par value                          10,000
     Series A Preferred Shares, $0.01 par value                 1,426,000
</TABLE>

================================================================================

<PAGE>

                     PEOPLE'S PREFERRED CAPITAL CORPORATION
                     SEPTEMBER 30, 2000 REPORT ON FORM 10-Q

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                 PAGE NO.
                                                                                 --------
<S>                                                                              <C>
PART I            FINANCIAL INFORMATION

         Item 1.  Financial Statements

                  Statements of Financial Condition - September 30, 2000
                  and December 31, 1999                                              3

                  Statements of Earnings - For the three and nine months ended
                  September 30, 2000 and September 30, 1999                          4

                  Statements of Cash Flows - For the nine months ended
                  September 30, 2000 and September 30, 1999                          5

                  Notes to Financial Statements                                      6

         Item 2.  Management's Discussion and Analysis of Financial Condition
                  and Results of Operations                                          7

         Item 3.  Quantitative and Qualitative Disclosures About
                  Market Risk                                                       13

PART II           OTHER INFORMATION

         Item 1:  Legal Proceedings                                                 14

         Item 2:  Changes in Securities                                             14

         Item 3:  Defaults upon Senior Securities                                   14

         Item 4:  Submission of Matters to a Vote of Security Holders               14

         Item 5:  Other Information                                                 14

         Item 6:  Exhibits and Reports on Form 8-K                                  14
</TABLE>


                                        2

<PAGE>

                     PEOPLE'S PREFERRED CAPITAL CORPORATION
                        STATEMENTS OF FINANCIAL CONDITION
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                              September 30,    December 31,
                                                                  2000              1999
                                                              -------------    ------------
                                                                (Unaudited)
<S>                                                           <C>              <C>
ASSETS:
     Cash and cash equivalents ..........................     $      2,222     $        959
     Mortgage loans, net (Note 2) .......................           69,472           70,446
     Due from affiliate .................................              817              657
     Accrued interest receivable ........................              376              331
     Other assets .......................................                4               --
                                                              ------------     ------------
         Total assets ...................................     $     72,891     $     72,393
                                                              ============     ============

LIABILITIES:
     Accounts payable and accrued liabilities ...........     $         38     $         42
                                                              ------------     ------------

         Total liabilities ..............................               38               42
                                                              ------------     ------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
     Preferred stock, par value $.01 per share, 4,000,000
         shares authorized:
         Preferred stock series A, issued and outstanding
            1,426,000 shares, liquidation value $35,650..               14               14
     Common stock, par value $.01 per share, 4,000,000
         shares authorized: 10,000 shares issued and
         outstanding ....................................               --               --
     Additional paid-in capital .........................           72,075           72,075
     Retained earnings ..................................              764              262
                                                              ------------     ------------
         Total stockholders' equity .....................           72,853           72,351
                                                              ------------     ------------
         Total liabilities and stockholders' equity .....     $     72,891     $     72,393
                                                              ============     ============
</TABLE>

                See accompanying notes to financial statements.


                                       3
<PAGE>

                     PEOPLE'S PREFERRED CAPITAL CORPORATION
                             STATEMENTS OF EARNINGS
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                               Three Months Ended            Nine Months Ended
                                                  September 30,                September 30,
                                            -------------------------     -------------------------
                                               2000           1999           2000           1999
                                            ----------     ----------     ----------     ----------
                                                                  (Unaudited)
<S>                                         <C>            <C>            <C>            <C>
REVENUES:
     Interest on mortgage loans .......     $    1,387     $    1,385     $    4,176     $    4,103
     Interest on short-term investments             32             25             77            102
                                            ----------     ----------     ----------     ----------

         Total revenues: ..............          1,419          1,410          4,253          4,205
                                            ----------     ----------     ----------     ----------

EXPENSES:
     Servicing fees ...................             43             45            131            132
     Advisory fees ....................             50             50            150            150
     Professional fees ................             20             19             69             57
     Other ............................              9              8             32             23
                                            ----------     ----------     ----------     ----------
         Total expenses ...............            122            122            382            362
                                            ----------     ----------     ----------     ----------
         Net earnings .................     $    1,297     $    1,288     $    3,871     $    3,843
                                            ==========     ==========     ==========     ==========
</TABLE>

                See accompanying notes to financial statements.


                                       4
<PAGE>

                     PEOPLE'S PREFERRED CAPITAL CORPORATION
                            STATEMENTS OF CASH FLOWS
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                           Nine Months Ended
                                                                             September 30,
                                                                     ------------------------------
                                                                        2000              1999
                                                                     ------------      ------------
                                                                              (Unaudited)
<S>                                                                  <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net earnings ..............................................     $      3,871      $      3,843
     Adjustments to reconcile net earnings to net
         cash provided by (used in) operating activities:
         (Increase) decrease in accrued interest receivable ....              (14)               13
         (Increase) decrease in due from affiliates ............             (160)              653
         (Increase) in other assets ............................               (4)               (3)
         Increase (decrease) in accrued expenses ...............               (4)                7
                                                                     ------------      ------------
         Net cash provided by (used in) operating activities ...            3,689             4,513
                                                                     ------------      ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Loan purchases, net of discount ...........................           (6,575)          (14,265)
     Mortgage loan principal repayments ........................            7,549            14,108
     Purchase of accrued interest ..............................              (31)              (65)
                                                                     ------------      ------------
     Net cash provided by (used in) investing activities .......              943              (222)
                                                                     ------------      ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Preferred stock dividends paid ............................           (2,607)           (2,607)
     Common stock dividends paid ...............................             (762)             (774)
                                                                     ------------      ------------
     Net cash used in financing activities .....................           (3,369)           (3,381)
                                                                     ------------      ------------

Net increase in cash and cash equivalents ......................            1,263               910
Cash and cash equivalents at beginning of period ...............              959             1,301
                                                                     ------------      ------------
Cash and cash equivalents at end of period .....................     $      2,222      $      2,211
                                                                     ============      ============
</TABLE>

                See accompanying notes to financial statements.


                                       5
<PAGE>

                     PEOPLE'S PREFERRED CAPITAL CORPORATION
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

         People's Preferred Capital Corporation (the "Company") is a real
estate investment trust ("REIT") that was formed in June 1997 in order to
acquire, hold and manage mortgage assets and other authorized investments.
All of our common stock is owned by People's Bank of California (the "Bank").
We expect that all of our mortgage assets will be acquired from the Bank or
purchased from other companies that are not affiliated with us. To date, all
of our mortgage assets have been acquired from the Bank.

         As a REIT, dividends paid to our stockholders are deductible for
federal and state income tax purposes. Under the Internal Revenue Code, REITs
are subject to numerous organizational and operational requirements,
including a requirement that they distribute at least 95% of their taxable
income, as calculated on an annual basis. If we fail to qualify for taxation
as a REIT in any year, our income will be taxed at regular corporate rates,
and we may not be able to qualify for treatment as a REIT for that year and
the next four years.

         In October 1997, we completed the sale of 1,426,000 shares of 9.75%
Noncumulative Exchangeable Preferred Stock, Series A (our "Series A Preferred
Shares") at an offering price of $25.00 per share. Our Board of Directors,
including a majority of our independent directors, authorized the filing of a
Registration Statement with the Securities and Exchange Commission ("SEC") for
the issuance of Series B Preferred Shares which, to the extent issued, will be
parity stock with respect to the Series A shares. The Registration Statement was
filed on August 9, 1999. To date, the Company has not issued any Series B
Preferred Shares and, due to market conditions, the Company has no immediate
plans with respect to the issuance of such securities.

         The accompanying financial statements were prepared in accordance with
generally accepted accounting principles for interim financial information and
with the instructions for meeting the requirements of Regulation S-X, Article
10, and therefore do not include all disclosures necessary for complete
financial statements. In the opinion of management, all adjustments have been
made that are necessary for a fair presentation of the financial position and
results of operations and cash flows as of and for the periods presented. All
such adjustments are of a normal recurring nature. The results of operations for
the nine months ended September 30, 2000 are not necessarily indicative of the
results that may be expected for the entire fiscal year or any other interim
period.

         The financial statements should be read in conjunction with the audited
financial statements and accompanying notes thereto as of December 31, 1999
included in the Company's Annual Report on Form 10-K for the year ended December
31, 1999. All terms used but not defined elsewhere herein have meanings ascribed
to them in the Annual Report on Form 10-K with the SEC filed on March 28, 2000.

                                        6
<PAGE>

NOTE 2 - MORTGAGE LOANS, NET

         Mortgage loans, net consisted of the following (in thousands):

<TABLE>
<CAPTION>
                                            September 30, 2000      December 31, 1999
                                            ------------------      ------------------
<S>                                         <C>                     <C>
1-4 unit residential mortgage loans ...     $           62,895      $           61,836
Multi-family and commercial loans .....                  7,352                   9,165
                                            ------------------      ------------------
                                                        70,247                  71,001
Discount on loans .....................                   (522)                   (302)
Allowance for loan losses .............                   (253)                   (253)
                                            ------------------      ------------------
     Total mortgage loans, net ........     $           69,472      $           70,446
                                            ==================      ==================
</TABLE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

         WHEN USED IN THIS FORM 10-Q OR FUTURE FILINGS BY THE COMPANY WITH THE
SEC, IN THE COMPANY'S PRESS RELEASES OR OTHER PUBLIC OR STOCKHOLDER
COMMUNICATIONS, OR IN ORAL STATEMENTS MADE WITH AN APPROVAL OF AN AUTHORIZED
EXECUTIVE OFFICER, THE WORDS OR PHRASES "WOULD BE", "WILL ALLOW", "INTENDS TO",
"WILL LIKELY RESULT", "ARE EXPECTED TO", "WILL CONTINUE", "IS ANTICIPATED",
"ESTIMATE", "PROJECT", OR SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY "FORWARD
LOOKING STATEMENTS" WITHIN THE MEANING OF THE PRIVATE LITIGATION REFORM ACT OF
1995.

         THE COMPANY WISHES TO CAUTION READERS NOT TO PLACE UNDUE RELIANCE ON
ANY SUCH FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE MADE, AND
TO ADVISE READERS THAT VARIOUS FACTORS, INCLUDING REGIONAL AND NATIONAL ECONOMIC
CONDITIONS, SUBSTANTIAL CHANGES IN LEVELS OF MARKET INTEREST RATES, CREDIT AND
OTHER RISKS OF LENDING AND INVESTMENT ACTIVITIES AND COMPETITIVE AND REGULATORY
FACTORS, COULD AFFECT THE COMPANY'S FINANCIAL PERFORMANCE AND COULD CAUSE THE
COMPANY'S ACTUAL RESULTS FOR FUTURE PERIODS TO DIFFER MATERIALLY FROM THOSE
ANTICIPATED OR PROJECTED. THE COMPANY DOES NOT UNDERTAKE, AND SPECIFICALLY
DISCLAIMS ANY OBLIGATION, TO UPDATE ANY FORWARD-LOOKING STATEMENTS TO REFLECT
OCCURRENCES OR UNANTICIPATED EVENTS OR CIRCUMSTANCES AFTER THE DATE OF SUCH
STATEMENTS.

                                         7
<PAGE>

A summary of Selected Financial Data of the Company is as follows (dollars in
thousands):

<TABLE>
<CAPTION>
                                                                   For the Nine Months
                                                                   Ended September 30,
                                                            ---------------------------------
                                                                 2000               1999
                                                            --------------     --------------
<S>                                                         <C>                <C>
STATEMENT OF EARNINGS:
         Interest on mortgage loans ...................     $        4,176     $        4,103
         Total revenues ...............................              4,253              4,205
         Net earnings .................................              3,871              3,843
</TABLE>

<TABLE>
<CAPTION>
                                                            At September 30,   At December 31,
                                                                 2000               1999
                                                            --------------     --------------
<S>                                                         <C>                 <C>
STATEMENT OF CONDITION:
         Mortgage loans, net ..........................     $       69,472      $       70,446
         Total assets .................................             72,891              72,393
         Total stockholders' equity ...................             72,853              72,351
         Weighted average yield on mortgage loans .....               7.37%               7.44%
</TABLE>

OVERVIEW

         Our principal business objective is to acquire, hold and manage
mortgage assets and other authorized investments that will generate net earnings
for distribution to our stockholders. At September 30, 2000, we had total assets
of $72.9 million, total liabilities of $38,000 and total stockholders' equity of
$72.9 million. As of that date, $69.5 million or 95.3% of our assets were
comprised of mortgage loans. At September 30, 2000, our loan portfolio contained
254 residential mortgage loans, representing approximately 89.5% of the unpaid
principal balance of the mortgage loans contained in our portfolio, and 43
commercial mortgage loans, representing approximately 10.5% of the unpaid
principal balance of the mortgage loans contained in our portfolio. An aggregate
of $62.9 million or 89.5% of our mortgage loans at September 30, 2000 were
secured by single-family (one-to-four-unit) residential properties with a
weighted average yield of 7.14% and $7.4 million or 10.5% of our mortgage loans
were secured by multi-family residential and commercial properties with a
weighted average yield of 9.29%. The overall yield on our portfolio as of
September 30, 2000 and December 31, 1999 was 7.37% and 7.44%, respectively.

         Although we have the authority to acquire an unlimited number of
mortgage assets from unaffiliated third parties, all of our mortgage assets
acquired through September 30, 2000 have been acquired from the Bank (although a
portion of our mortgage assets were acquired by the Bank from unaffiliated third
parties). We have no present plans or expectations with respect to purchase of
mortgage assets from unaffiliated third parties. We may also acquire from time
to time mortgage-backed securities and a limited amount of non-mortgage related
securities.

                                    8
<PAGE>

         Our board of directors is composed of six members, two of whom are
independent directors. In addition, we currently have four officers. We have no
other employees and do not anticipate that we will require additional employees.

         RESIDENTIAL MORTGAGE LOANS. The following table sets forth as of
September 30, 2000 certain information with respect to each type of residential
mortgage loan included in the Company's portfolio (dollars in thousands):

                    TYPE OF RESIDENTIAL MORTGAGE LOAN PRODUCT

<TABLE>
<CAPTION>
                                                                                                  Average
                                                                           Average Initial       Remaining         Average
                                     Principal          Percentage of       Loan to Value          Term           Net Note
             Type                     Balance            Portfolio             "LTV"           (in months)          Rate
----------------------------------------------------------------------------------------------------------------------------
<S>                              <C>                   <C>                <C>                  <C>               <C>
Bi-weekly - fixed rate........        $     745                1.2%               73.6%                134            6.75%
15 year fixed rate............            5,102                8.1%               61.3%                123            7.15%
30 year fixed rate............           57,048               90.7%               67.6%                315            7.15%
                                 ------------------------------------
                                        $62,895              100.0%               67.2%                297            7.14%
                                 ===========================================================================================
</TABLE>


         The residential mortgage loans included in our portfolio are all fixed
rate loans. The interest rates of the fixed-rate residential mortgage loans
included in our portfolio range from 5.875% per annum to 13.500% per annum. At
September 30, 2000, the weighted average net interest rate of the residential
mortgage loans included in our portfolio was approximately 7.14% per annum.

         COMMERCIAL MORTGAGE LOANS. The following table sets forth as of
September 30, 2000 certain information with respect to each type of commercial
mortgage loan included in the Company's portfolio (dollars in thousands):

                    TYPE OF COMMERCIAL MORTGAGE LOAN PRODUCT
<TABLE>
<CAPTION>
                                                                                                Average
                                                                               Average         Remaining         Average
                                    Principal            Percentage of         Initial            Term          Net Note
               Type                  Balance               Portfolio             LTV          (in months)         Rate
----------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                  <C>                   <C>            <C>               <C>
Commercial fixed rate
   balloon ......................         $    3,975           54.1%            68.3%                75             9.19%
Commercial fixed rate............              1,215           16.5%            74.8%               101             9.74%
Multi-family fixed rate
   balloon.......................                485            6.6%            25.6%                76             8.25%
Multi-family fixed rate..........              1,677           22.8%            73.6%                78             9.48%
                                    ----------------------------------
                                           $   7,352          100.0%            67.8%                80             9.29%
                                    ========================================================================================
</TABLE>

                                         9
<PAGE>


         Of the commercial mortgage loans included in our portfolio,
approximately 60.7% are not fully amortizing and will have significant principal
balances (or "balloon payments") due upon maturity.

         All of the commercial mortgage loans included in our portfolio at
September 30, 2000 bear interest at fixed rates. The interest rates of the
fixed-rate commercial mortgage loans range from 8.50% per annum to 11.00% per
annum. The weighted average net interest rate of the commercial mortgage loans
in our portfolio at September 30, 2000 was approximately 9.29% per annum.

ASSET QUALITY

         At September 30, 2000, there were three residential mortgage loans 30
to 59 days past due as to principal and interest aggregating $1.2 million, or
1.9% of the residential mortgage loan portfolio. These loans were brought
current subsequent to quarter-end. There was one residential mortgage loan 60 to
89 days past due as to principal and interest aggregating $176,000, or 0.3% of
the residential mortgage loan portfolio. There was one residential mortgage loan
90 to 119 days past due as to principal and interest aggregating $179,000, or
0.3% of the residential mortgage loan portfolio, which was brought current
subsequent to quarter-end. Lastly, there was one residential mortgage loan 120
days and over past due as to principal and interest aggregating $53,000, or 0.1%
of the residential mortgage loan portfolio. At December 31, 1999, there was one
residential mortgage 30 to 59 days past due as to principal and interest
aggregating $181,000, or 0.3% of the residential mortgage loan portfolio. No
commercial mortgage loans were past due as of September 30, 2000 or December 31,
1999.

ALLOWANCE FOR LOAN LOSSES

         We maintain an allowance for loan losses to absorb potential loan
losses from the entire loan portfolio. At September 30, 2000, the allowance for
loan losses amounted to $253,000 or 0.36% of total loans. We have not incurred
any loan losses since our inception. On an ongoing basis, we monitor the loan
portfolio and evaluate the adequacy of the allowance for loan losses. Based upon
our analysis, we believe that the allowance for loan losses as of September 30,
2000 is sufficient to absorb any inherent losses that currently exist in the
portfolio. We will continue to review the loan portfolio to determine the extent
to which any changes in loss experience may require additional provisions in the
future.

FINANCIAL CONDITION

         At September 30, 2000 and December 31, 1999, we had total assets of
$72.9 and $72.4 million, respectively. As of September 30, 2000, an aggregate of
$69.5 million or 95.3% of our assets was comprised of mortgage loans.

                                    10
<PAGE>


         During the nine months ended September 30, 2000 and the year ended
December 31, 1999, we purchased from the Bank additional residential mortgage
loans with an aggregate principal balance of $6.9 million and $16.5 million,
respectively. As of September 30, 2000, our portfolio of mortgage loans was
comprised of $62.9 million of residential mortgage loans and $7.4 million of
multi-family and commercial mortgage loans, or 89.5% and 10.5% of our total
portfolio of mortgage loans, respectively. As of December 31, 1999, our
portfolio of mortgage loans was comprised of $61.8 million of residential
mortgage loans and $9.2 million of commercial mortgage loans, or 87.1% and 12.9%
of our total portfolio of mortgage loans, respectively. The weighted average
yield of our portfolio as of September 30, 2000 and December 31, 1999 was 7.37%
and 7.44%, respectively. At September 30, 2000, amounts due from affiliates
aggregated $817,000, as compared to $657,000 at December 31, 1999. At September
30, 2000, accrued interest amounted to $376,000, as compared to $331,000 at
December 31, 1999. We maintained an allowance for loan losses of $253,000 at
September 30, 2000 and December 31, 1999.

         At September 30, 2000, our total liabilities amounted to $38,000, as
compared to $42,000 at December 31, 1999. At September 30, 2000, stockholders'
equity amounted to $72.9 million, after taking into consideration earnings of
$3.9 million and aggregate dividend payments on the Common Stock and the Series
A Preferred Shares of $3.4 million during the first nine months of 2000. At
December 31, 1999, stockholders' equity amounted to $72.4 million.

RESULTS OF OPERATIONS

         For the three months ended September 30, 2000 we reported net earnings
of $1.30 million compared to $1.29 million for the three months ended September
30, 1999. Total revenues were $1.42 million for the three months ended September
30, 2000 compared to total revenues of $1.41 million for the three months ended
September 30, 1999. This increase was mainly due to an increase in interest on
short-term investments. Total expenses amounted to $122,000 for the third
quarter ended September 30, 2000 compared to $122,000 for the third quarter
ended September 30,1999. There were no significant changes in expenses.

         We reported net earnings of $3.87 million for the nine months ended
September 30, 2000 compared to $3.84 million for the comparable period in 1999.
The increase in net earnings during the nine month period was due to an increase
in interest earned on mortgage loans, which was partially offset by an increase
in expenses.

         Total revenues for the nine months ended September 30, 2000 increased
from $4.21 million to $4.25 million over the comparable prior period due to
increased interest on mortgage loans.

         Total expenses for the nine months ended September 30, 2000 increased
to $382,000 from $362,000 during the nine months ended September 30, 1999,
primarily due to an increase in professional fees. Advisory fee payments to the
Bank were $150,000 during each of the nine month periods ended September 30,
2000 and 1999. The Bank received $16,000 and $21,000,

                                   11
<PAGE>

for servicing our commercial mortgage loans and $74,000 and $57,000 for
servicing a portion of our residential mortgage loans during the nine months
ended September 30, 2000 and 1999. Temple Inland Mortgage Corporation, which
services a portion of our residential mortgage loans, received $41,000 and
$54,000 in servicing fees during the nine months ended September 30, 2000 and
1999, respectively.

LIQUIDITY AND CAPITAL RESOURCES

         The objective of liquidity management is to ensure the availability of
sufficient cash flows to meet all of our financial commitments and to capitalize
on opportunities for our business expansion. In managing liquidity, we take into
account various legal limitations placed on a REIT.

         Our principal liquidity needs are to maintain our 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 repayment of principal balances by
individual mortgagees and the possible issuance of additional shares of capital
stock. The Company has not had and does not anticipate having any material
capital expenditures.

         To the extent that our Board of Directors determines that additional
funding is required, the Company may raise such funds through additional equity
offerings, debt financing or retention of cash flow (after consideration of
provisions of the Internal Revenue Code of 1986, as amended (the "Code")), or a
combination of these methods. Our organizational documents do not contain any
limitation on the amount or percentage of debt, funded or otherwise, that we
might incur. Notwithstanding the foregoing, we may not, without the approval of
a majority of the Company's independent directors, incur debt in excess of 20%
of our total stockholders' equity. Any such debt incurred may include
intercompany advances made by the Bank to us.

         We also may issue additional series of preferred stock. However, we may
not issue additional shares of preferred stock that is, or will be, senior to
the Series A Preferred Shares, without obtaining the prior consent of holders of
at least 66 2/3% of the shares of preferred stock outstanding at that time. We
may not issue additional shares of preferred stock on a parity with the Series A
Preferred Shares without the prior approval of a majority of our independent
directors. Our Board of Directors, including a majority of our independent
directors, authorized the filing of a Registration Statement with the SEC for
the issuance of Series B Preferred Shares, which, if issued, will be parity
stock with respect to the Series A Preferred Shares. The Registration Statement
was filed on August 9, 1999. No assurance can be made, however as to when the
Company will complete the offering of Series B Preferred Shares, if at all.

INTEREST RATE RISK

         Our interest rate risk is primarily related to loan prepayments and
payoffs. The average maturity of loans is substantially less than their average
contractual terms because of prepayments and, in the case of conventional
mortgage loans, due-on-sale clauses, which

                                  12
<PAGE>

generally give us the right to declare a loan immediately due and payable in
the event, among other things, that the borrower sells the real property
subject to the mortgage and the loan is not repaid. The average life of
mortgage loans tends to increase when the current mortgage loan rates are
substantially higher than rates on existing mortgage loans and, conversely,
decrease when rates on existing mortgages are substantially lower than
current mortgage loan rates (due to refinancings of adjustable rate and fixed
rate loans at lower rates). Since December 31, 1999 there were no significant
changes in the anticipated maturities or repricing of our interest earning
assets.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         See "Item 2. Management Discussion and Analysis of Financial Condition
and Results of Operations Interest Rate Risk".

                                    13
<PAGE>

                     PEOPLE'S PREFERRED 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
<TABLE>
<CAPTION>
         EXHIBIT INDEX

         EXHIBIT  DESCRIPTION
         -------  -----------
<S>               <C>
         27       Financial Data Schedule

         NO REPORTS ON FORM 8-K HAVE BEEN FILED DURING THE QUARTER ENDED
                  SEPTEMBER 30, 2000.
</TABLE>

                                       14
<PAGE>

                                   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.

                                          PEOPLE'S PREFERRED CAPITAL CORPORATION

                                          /s/ Rudolf P. Guenzel
                                          --------------------------------------
                                          Rudolf P. Guenzel
                                          President and Chief Executive Officer

                                          /s/ J. Michael Holmes
                                          --------------------------------------
                                          J. Michael Holmes
                                          Executive Vice President and Chief
                                            Financial Officer

                                            Date: November 10, 2000


                                       15


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission