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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2000
OR
[ ] 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 000-23849
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UNION PLANTERS MORTGAGE FINANCE CORP.
(Exact name of registrant as specified in its charter)
Delaware 62-1712370
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(State or other Jurisdiction of (IRS Employer Identification No.)
Incorporation or Organization)
Union Planters Administrative Center
7130 Goodlett Farms Parkway
Cordova, Tennessee 38018
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(Address of principal executive offices)
Registrant's telephone number, including area code: (901) 580-6000
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N/A
(former name)
Indicate by check mark whether the Registrant (i) 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 short period that the Registrant was
required to file such report), and (ii) has been subject to such filing
requirements for the past 90 days:
Yes [X] No [ ]
As of October 31, 2000, the latest practicable date, there were 1,000 shares of
Union Planters Mortgage Finance Corp. common stock outstanding.
The registrant meets the conditions set forth in General Instruction H(1)(a) and
(b) of Form 10-Q and is therefore filing this Form 10-Q with the reduced
disclosure format.
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UNION PLANTERS MORTGAGE FINANCE CORP.
FORM 10-Q
INDEX
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Page
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheet September 30, 2000 and December 31, 1999 .............................. 3
Statement of Operations for the three and nine months
ended September 30, 2000 and 1999 ................................................... 4
Statement of Changes in Shareholder's Equity
for the nine months ended September 30, 2000 ........................................ 5
Statement of Cash Flows for the nine months
ended September 30, 2000 and 1999 ................................................... 6
Notes to Unaudited Financial Statements ............................................. 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations ....................................... 8
Item 3. Quantitative and Qualitative Disclosure
about Market Risk ................................................................... 8
PART II. OTHER INFORMATION
Item 1. Legal Proceedings ................................................................... 9
Item 5. Other Information ................................................................... 9
Item 6. Exhibits and Reports on Form 8-K .................................................... 9
Signatures .................................................................................... 11
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UNION PLANTERS MORTGAGE FINANCE CORP.
BALANCE SHEET
(UNAUDITED)
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<CAPTION>
SEPTEMBER 30, DECEMBER 31,
2000 1999
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(DOLLARS IN THOUSANDS)
<S> <C> <C>
Cash .................................................. $ 394 $ 489
Deferred income taxes ................................. 86 45
Intercompany federal tax receivable ................... 113 --
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TOTAL ASSETS ................................ $ 593 $ 534
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Accrued expenses ...................................... $ 243 $ 128
Tax and other payables to affiliates .................. -- 46
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TOTAL LIABILITIES ........................... 243 174
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Shareholder's equity
Common stock, par value $.01 per share,
1,000 shares authorized, issued, and outstanding -- --
Additional paid-in capital .......................... 10 10
Retained earnings ................................... 340 350
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TOTAL SHAREHOLDER'S EQUITY .................. 350 360
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TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY .. $ 593 $ 534
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The accompanying notes are an integral part of these financial statements.
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UNION PLANTERS MORTGAGE FINANCE CORP.
STATEMENT OF OPERATIONS
(UNAUDITED)
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<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
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2000 1999 2000 1999
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(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
NONINTEREST INCOME
Net gain on the sale of residential mortgages .. $ -- $ -- $ -- $4,442
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NONINTEREST EXPENSE
Accounting and auditing fees ................... -- 15 15 15
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EARNINGS BEFORE INCOME TAXES (LOSS) ..... -- (15) (15) 4,427
Income taxes (credit) ............................ -- (6) (5) 1,549
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NET EARNINGS (LOSS) ..................... $ -- $ (9) $ (10) $2,878
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The accompanying notes are an integral part of these financial statements.
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UNION PLANTERS MORTGAGE FINANCE CORP.
STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY
(UNAUDITED)
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ADDITIONAL
COMMON PAID-IN RETAINED
STOCK CAPITAL EARNINGS TOTAL
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(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
BALANCE, JANUARY 1, 2000 ......................... $ -- $ 10 $ 350 $ 360
Net loss ......................................... -- -- (10) (10)
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BALANCE, SEPTEMBER 30, 2000 ...................... $ -- $ 10 $ 340 $ 350
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The accompanying notes are an integral part of these financial statements.
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UNION PLANTERS MORTGAGE FINANCE CORP.
STATEMENT OF CASH FLOWS
(UNAUDITED)
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NINE MONTHS ENDED
SEPTEMBER 30,
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2000 1999
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(DOLLARS IN THOUSANDS)
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OPERATING ACTIVITIES
Net earnings (loss) ...................................... $ (10) $ 2,878
Deferred income tax benefit .............................. (41) (49)
Gain on sale of loans .................................... -- (4,442)
Net increase in intercompany federal tax receivable ...... (113) --
Net increase in other liabilities ........................ 69 189
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Net cash used in operating activities ............ (95) (1,424)
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INVESTING ACTIVITIES
Purchase of loans from parent company .................... (127,060) (132,467)
Net proceeds from sale of loans to a trust ............... 127,060 136,909
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Net cash provided by investing activities ........ -- 4,442
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FINANCING ACTIVITIES
Issuance of notes payable to parent company .............. 127,060 132,467
Repayment of notes payable to parent company ............. (127,060) (132,467)
Cash dividends paid ...................................... -- (3,000)
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Net cash used by financing activities ............ -- (3,000)
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Net increase (decrease) in cash ............................ (95) 18
Cash at beginning of period ................................ 489 502
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Cash at end of period ...................................... $ 394 $ 520
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The accompanying notes are an integral part of these financial statements.
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UNION PLANTERS MORTGAGE FINANCE CORP.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
NOTE 1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
USE OF ESTIMATES. The accounting and reporting policies of Union
Planters Mortgage Finance Corp. (the "Company") conform with accounting
principles generally accepted in the United States of America and general
practice within the financial services industry. The preparation of financial
statements in accordance with accounting principles generally accepted in the
United States of America requires management to make estimates and assumptions
that affect the amounts reported in the financial statements and accompanying
notes; actual results could differ from these estimates.
BASIS OF PRESENTATION. The financial statements include the accounts of
the Company. The Company was established September 5, 1997 as a wholly owned,
limited-purpose finance subsidiary of Union Planters Bank, National Association
(the "Bank"), which in turn is an indirect wholly-owned subsidiary of Union
Planters Corporation ("UPC"). The Company was organized to facilitate the
securitization of loans and other assets through the issuance and sale of
collateralized bonds and pass-through securities through trusts established by
the Company. Securities issued through trusts will be secured primarily by
residential mortgage loans and mortgage-backed certificates of various types.
These financial statements do not include the accounts of the trusts established
to carry out the issuance and sale of collateralized bonds and pass-through
securities.
NOTE 2. SALE OF LOANS
In July 2000 and February 1999, the Company securitized approximately
$127 million and $132 million, respectively, in principal amount of FHA-insured
and VA-guaranteed mortgage loans serviced by the Bank. In the July 2000
transaction, all of the expenses were borne by the Bank. The transaction was
accounted for as a sale in accordance with the provisions of Statement of
Financial Accounting Standards ("SFAS") No. 125, "Accounting for Transfer and
Servicing of Financial Assets and Extinguishment of Liabilities." The following
summarizes the transactions for the nine months ended September 30, 2000 and
1999.
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NINE MONTHS ENDED
SEPTEMBER 30,
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2000 1999
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(DOLLARS IN THOUSANDS)
<S> <C> <C>
Proceeds from sale of loans ................. $ 127,060 $ 137,817
Principal balance of loans .................. (127,060) (132,467)
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Gain .............................. -- 5,350
Costs ....................................... -- (908)
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Net gain on the sale of loans ..... $ -- $ 4,442
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NOTE 3. INCOME TAXES
Income taxes are computed on a separate company basis. The Company
files a consolidated federal income tax return with the Bank and UPC. Deferred
income taxes are provided in accordance with SFAS No. 109, "Accounting for
Income Taxes." The components of income tax expense (benefit) are as follows:
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<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
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2000 1999
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(DOLLARS IN THOUSANDS)
<S> <C> <C>
Current tax ...................................... $ 36 $ 1,598
Deferred tax (credit) ............................ (41) (49)
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Total income tax expense (credit) ...... $ (5) $ 1,549
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The deferred tax asset is composed of accrued expenses that have not
been paid. The Company's effective tax rate does not differ from the federal
statutory rate of 35%.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion and analysis should be read in conjunction
with the financial statements and related notes thereto.
GENERAL
Union Planters Mortgage Finance Corp. (the "Company") was established
September 5, 1997 as a wholly owned, limited purpose, finance subsidiary of
Union Planters Bank, National Association (the "Bank"), which in turn is an
indirect wholly-owned subsidiary of Union Planters Corporation. There was
essentially no business activity on the part of the Company until May 1998. The
Company was organized to facilitate the securitization of loans and other assets
through the issuance and sale of collateralized bonds and pass-through
securities. Securities issued are secured primarily by residential mortgage
loans and mortgage-backed certificates of various types. In the future, the
Company may finance other types of loans and assets.
In July 2000, the Company securitized approximately $127 million of
FHA-insured and VA-guaranteed mortgage loans serviced by the Bank. The loans
continue to be serviced by the Bank for a fee (50 to 100 basis points).
Affiliates of the Company purchased all of the subordinated securities issued in
this transaction, with an approximate market value of $6.0 million. This
securitization did not result in any gain or loss for the Company. All expenses
related to the transactions were borne by the Bank. Credit losses not covered by
insurance or guarantee are absorbed by subordinated security holders or, in
limited circumstances, the Bank as servicer. Therefore, the Company carries no
loan loss reserves.
In February 1999, the Company securitized approximately $132 million in
principal amount of previously defaulted FHA-insured and VA-guaranteed mortgage
loans serviced by the Bank. The loans will continue to be serviced by the Bank
for a one percent fee. Affiliates of the Company purchased all of the
subordinated securities issued in this transaction, with an approximate market
value of $9.3 million. This securitization, treated as a sale, resulted in a
total gain of approximately $5.4 million before costs and expenses.
Securitization costs and expenses accrued by the Company were approximately
$908,000. Securitization costs and expenses included underwriting costs, legal
and accounting fees, as well as cost to prepare, record and deliver loan
documents and files. Credit losses not covered by insurance or guarantees are
absorbed by subordinated security holders or, in limited circumstances, the Bank
as servicer. Therefore, the Company carries no loan loss reserves.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
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UNION PLANTERS MORTGAGE FINANCE CORP.
PART II - OTHER INFORMATION
ITEM 1 -- LEGAL PROCEEDINGS
None.
ITEM 5 -- OTHER INFORMATION
None.
ITEM 6 -- EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
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3.1 Certificate of Incorporation of the Registrant (Incorporated
herein by reference to the Exhibits to Registrant's
Registration Statement No. 333-35471 on Form S-3, filed
September 12, 1997).
3.2 Amended and Restated Bylaws of the Registrant (Incorporated
herein by reference to the Exhibits to Pre-Effective Amendment
No. 3 to the Registrant's Registration Statement No. 333-35471
on Form S-3, filed January 16, 1998).
4.1 Standard Terms to Pooling and Servicing Agreement (January
1998 Edition) (Incorporated herein by reference to the
Exhibits to Pre-Effective Amendment No. 3 to the Registrant's
Registration Statement No. 333-35471 on Form S-3, filed
January 16, 1998).
4.2 Form of Indenture between Registrant and Trustee (Incorporated
herein by reference to the Exhibits to Pre-Effective Amendment
No. 3 to the Registrant's Registration Statement No. 333-35471
on Form S-3, filed January 16, 1998).
4.3 Form of Trust Agreement between Registrant and Trustee
(Incorporated herein by reference to the Exhibits to
Pre-Effective Amendment No. 3 to the Registrant's Registration
Statement No. 333-35471 on Form S-3, filed January 16, 1998).
4.4 Form of Deposit Trust Agreement between Registrant and Trustee
(Incorporated herein by reference to the Exhibits to
Pre-Effective Amendment No. 3 to the Registrant's Registration
Statement No. 333-35471 on Form S-3, filed January 16, 1998).
4.5 Standard Terms to Pooling and Servicing Agreement (May 1998
Edition) (Incorporated herein by reference to Exhibit to the
Registrant's Current Report on Form 8-K , filed June 11,
1998).
4.6 Copy of the Series 1998-1 Pooling and Servicing Agreement,
dated as of May 1, 1998, by and among the Registrant, Union
Planters Bank, N.A., as Master Servicer, The Bank of New York,
as Contract of Insurance Holder, and The Bank of New York, as
Trustee (Incorporated herein by reference to Exhibit to the
Registrant's Current Report on Form 8-K , filed June 11,
1998).
4.7 Copy of Series 1999-1 Pooling and Servicing Agreement, dated
as of February 1, 1999, by and among the Registrant, Union
Planters Bank, N.A., as Master Servicer, and Contract of
Insurance Holder, and The Bank of New York, as Trustee
(Incorporated herein by reference to Exhibit to the
Registrant's Current Report on Form 8-K, filed March 2, 1999).
4.8 Copy of Series 2000-1 Pooling and Servicing Agreement, dated
as of July 1, 2000, by and among the Registrant, Union
Planters Bank, N.A., as Master Servicer and Contract of
Insurance Holder, and the
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Bank of New York, as Trustee (Incorporated herein by reference
to Exhibit to the Registrant's Current Report on Form 8-K,
filed August 4, 2000).
27 Financial Data Schedule (for SEC use only)
99.1 Form of Sales Agreement between the Registrant, as Purchaser,
and the Seller (Incorporated herein by reference to the
Exhibits to Pre-Effective Amendment No. 3 to the Registrant's
Registration Statement No. 333-35471 on Form S-3, filed
January 16, 1998).
99.2 Form of Supplemental Servicing Agreement (Incorporated herein
by reference to the Exhibits to Pre-Effective Amendment No. 3
to the Registrant's Registration Statement No. 333-35471 on
Form S-3, filed January 16, 1998).
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(b) Reports on Form 8-K
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1. Form 8-K dated July 17, 2000, reporting events under
Item 5 and Item 7, filed on July 18, 2000.
2. Form 8-K dated July 27, 2000, reporting events under
Item 5 and Item 7, filed on August 4, 2000.
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SIGNATURE
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 hereunto duly authorized.
UNION PLANTERS MORTGAGE FINANCE CORP.
(REGISTRANT)
Date: November 6, 2000 By: /s/ Douglas R. Miller
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Douglas R. Miller
President and
Chief Executive Officer
By: /s/ Mark Mosteller
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Mark Mosteller
Vice President and
Secretary
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