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 quarter ended March 31, 1997 Commission file number 33-41655
PIPER MORTGAGE ACCEPTANCE CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 41-1697488
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Piper Jaffray Tower, 222 South 9th Street, Minneapolis, Minnesota 55402
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 612-342-6000
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
1,000 Common shares were outstanding as of March 31, 1997, and were wholly owned
by Piper Jaffray Companies Inc.
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 with the reduced disclosure
format.
<PAGE>
PIPER MORTGAGE ACCEPTANCE CORPORATION
(a wholly owned subsidiary of Piper Jaffray Companies Inc.)
TABLE OF CONTENTS
Page
Number
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements:
Statements of Financial Condition 3
Statements of Operations 4
Statements of Cash Flows 4
Notes to Financial Statements 5
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations 6
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 6
Signatures 7
<PAGE>
PIPER MORTGAGE ACCEPTANCE CORPORATION
(a wholly owned subsidiary of Piper Jaffray Companies Inc.)
STATEMENTS OF FINANCIAL CONDITION
March 31, September 30,
1997 1996
(unaudited)
ASSETS
Cash $ 10,000 $ 10,000
Deferred shelf registration costs - 73,140
------ ------
$ 10,000 $ 83,140
============ ============
LIABILITIES AND STOCKHOLDER'S EQUITY
Payable to Piper Jaffray Companies Inc. $ 46,078 $ 73,140
Stockholder's equity:
Common stock, $1 par value, 1,000 shares
authorized, issued and outstanding 1,000 1,000
Additional paid-in capital 9,000 9,000
Retained deficit (46,078) -
------- ------
(36,078) 10,000
------- ------
$ 10,000 $ 83,140
============ ============
See accompanying notes to financial statements.
<PAGE>
STATEMENTS OF OPERATIONS
THREE AND SIX MONTHS ENDED MARCH 31, 1997 AND 1996
(Unaudited)
1997 1996
Amortization of shelf registration costs $ 73,140 $ -
---------- --------
Loss before income tax benefit (73,140) -
Income tax benefit (27,062) -
---------- --------
Net loss $ (46,078) $ -
========== ========
There were no operations conducted during the previous quarter ended December
31, 1997 and 1996.
STATEMENTS OF CASH FLOWS
THREE AND SIX MONTHS ENDED MARCH 31, 1997 AND 1996
(Unaudited)
1997 1996
OPERATING ACTIVITIES:
Net loss $ (46,078) $ -
Adjustments to income not requiring cash:
Amortization of shelf registration costs 73,140 -
Change in payable to Piper Jaffray
Companies Inc. (27,062) -
------- ---------
Net cash from operating activities $ - $ -
INCREASE IN CASH $ - $ -
CASH AT BEGINNING OF YEAR $ 10,000 $ 10,000
---------- -----------
CASH AT END OF YEAR $ 10,000 $ 10,000
========== ===========
There were no operations conducted during the previous quarter ended December
31, 1997 and 1996.
See accompanying notes to financial statements.
<PAGE>
NOTES TO FINANCIAL STATEMENTS
SIX MONTHS ENDED MARCH 31, 1997 AND 1996
1. ORGANIZATION AND BUSINESS ACTIVITY
Piper Mortgage Acceptance Corporation (the Company), incorporated on June 4,
1991, is a wholly owned subsidiary of Piper Jaffray Companies Inc. (the Parent).
The Company has not commenced operations except for the conduct of
organizational matters and the issuance of 1,000 shares of the Company's common
stock to Piper Jaffray Companies Inc.
The Company's Certificate of Incorporation limited the business activities in
which it could engage to activities in connection with or related to the
issuance of Bonds. The Company's activities were to include the issuance and
sale of bonds secured by one or more of the following: mortgage loans and
mortgage loans insured by the Federal Housing Administration or partially
guaranteed by the Veteran's Administration; pass-through mortgage-backed
certificates as to which either the Federal National Mortgage Association,
Federal Home Loan Mortgage Corporation, or Government National Mortgage
Association guarantees the timely payment of interest and timely or ultimate
payment of principal; loans or installment sales contracts secured by
manufactured housing; and any other mortgage pass-through certificates or
mortgage-collateralized obligations.
The Company had filed a Registration Statement under the Securities Act of 1933
(the Act) with the Securities and Exchange Commission, pursuant to which
$100,000,000 in aggregate principal amount of the Company's mortgage-backed
bonds were registered under the Act.
Effective April 30, 1997 the Board of Directors of the Company approved a plan
for dissolution of the Company. Pursuant to the plan, the Company has filed an
Application for an Order Consenting to the Withdrawal of a Registration
Statement and a Form 15 Certification and Notice of Termination of Registration
with the Securities and Exchange Commission. All of the assets and liabilities
of the Company will be assumed by the Parent.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles and should be read in conjunction with
the Company's annual report on Form 10-K for the year ended September 30, 1996.
The statement of financial condition as of March 31, 1997 and the information
for the periods ended March 31, 1997 and 1996, is unaudited.
<PAGE>
PIPER MORTGAGE ACCEPTANCE CORPORATION
(a wholly owned subsidiary of Piper Jaffray Companies Inc.)
3. INCOME TAXES
Pursuant to the Board of Director's plan of dissolution, the Company will file a
consolidated federal and state income tax return with its Parent and affiliates.
Tax benefits will be made to the Parent for income taxes computed on pre-tax
book loss using the consolidated effective tax rate.
4. RELATED PARTY TRANSACTIONS
Effective April 30, 1997 the Parent has forgiven the obligations of the Company
to the Parent. Upon dissolution, all of the assets and liabilities of the
Company will be assumed by the Parent.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations
The Company had not commenced operations, except for the conduct of
organizational matters and the issuance of 1,000 shares of the Company's
common stock to Piper Jaffray Companies Inc.
Effective April 30, 1997 the Board of Directors of the Company approved a
plan for dissolution of the Company. Pursuant to the plan, the deferred
shelf registration costs relating to the Company's intent to issue
mortgage-backed bonds were fully amortized during the quarter ended March
31, 1997. In addition, all of the assets and liabilities of the Company
will be assumed by the Parent.
PART II. OTHER INFORMATION:
Item 6. Exhibits and Reports on Form 8-K
(a). Exhibits
None applicable
(b). Reports on Form 8-K
The Company was not required to file any reports on Form 8-K to the
Securities and Exchange Commission during the quarter ended March
31, 1997.
<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.
PIPER MORTGAGE ACCEPTANCE CORPORATION
(Registrant)
Dated May 13, 1997 /s/ DEBORAH K. ROESLER
DEBORAH K. ROESLER
Treasurer (Principal Financial and Accounting
Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE FINANCIAL DATA SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE FINANCIAL STATEMENTS OF PIPER MORTGAGE ACCEPTANCE CORPORATION AS
OF AND FOR THE PERIODS ENDED MARCH 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-END> MAR-31-1997
<CASH> 10,000
<SECURITIES> 0 <F1>
<RECEIVABLES> 0 <F1>
<ALLOWANCES> 0 <F1>
<INVENTORY> 0 <F1>
<CURRENT-ASSETS> 0 <F1>
<PP&E> 0 <F1>
<DEPRECIATION> 0 <F1>
<TOTAL-ASSETS> 10,000
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 1,000
<OTHER-SE> (35,078)
<TOTAL-LIABILITY-AND-EQUITY> 10,000
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0 <F3>
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 73,140 <F2>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (73,140) <F2>
<INCOME-TAX> (27,062)
<INCOME-CONTINUING> 0
<DISCONTINUED> 0 <F2>
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (46,078)<F2>
<EPS-PRIMARY> 0 <F4>
<EPS-DILUTED> 0 <F4>
<FN>
<F1> NOT APPLICABLE - COMPANY DOES NOT HAVE A CLASSIFIED BALANCE SHEET
<F2> THE COMPANY HAS NOT COMMENCED OPERATIONS AND HAS RECENTLY ADOPTED A
PLAN OF DISSOLUTION
<F3> NOT APPLICABLE - THE COMPANY HAS NO SALES, ONLY INTEREST INCOME AS REVENUE
<F4> NOT APPLICABLE - THE COMPANY DOES NOT COMPUTE EARNINGS PER SHARE
</FN>
</TABLE>
