10-Q 1 g70587e10-q.txt UNION PLANTERS MORTGAGE FINANCE CORP. 1 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 June 30, 2001 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ---------- ---------- Commission File Number 000-23849 ---------- UNION PLANTERS MORTGAGE FINANCE CORP. (Exact name of registrant as specified in its charter) Delaware 62-1712370 -------------------------------- --------------------------------- (State or other Jurisdiction of (IRS Employer Identification No.) Incorporation or Organization) Union Planters Administrative Center 7130 Goodlett Farms Parkway Cordova, Tennessee 38018 ------------------------------------------------ (Address of principal executive offices) Registrant's telephone number, including area code: (901) 580-6000 -------------- 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 July 20, 2001, 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. 2 UNION PLANTERS MORTGAGE FINANCE CORP. FORM 10-Q INDEX

Page ---- PART I. FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) Balance Sheet ~~March~~June 3130, 2001 and December 31, 2000......................................................3 Statement of Operations for the three and six months ended ~~March~~June 3130, 2001 and 2000...........................................................................4 Statement of Changes in Shareholder's Equity for the ~~three~~six months ended ~~March~~June 3130, 2001.................................................................5 Statement of Cash Flows for the ~~three~~six months ended ~~March~~June 3130, 2001 and 2000...........................................................................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 Disclosures About Market Risk~~..........................8 PART II. OTHER INFORMATION Item 1. Legal Proceedings.....................................~~8 PART II~~. ~~OTHER INFORMATION Item 1~~. ~~Legal Proceedings~~...............................................~~............~~9 Item 2. Changes in Securities and Use of Proceeds..............................................................9 Item 3. Default Upon Senior Securities.........................................................................9 Item 4. Submission of Matters to a Vote of Security Holders....................................................9 Item 5. Other Information......................................................................................9 Item 6. Exhibits and Reports on Form 8-K.......................................................................9 Signatures......................................................................................................11

2 3 UNION PLANTERS MORTGAGE FINANCE CORP. BALANCE SHEET (UNAUDITED)

~~MARCH~~JUNE 3130, DECEMBER 31, 2001 2000 --------- ------------ (DOLLARS IN THOUSANDS) Cash ....................................................... $~~221~~206 $245 Income tax receivable ...................................... ~~272~~278 273 Deferred income taxes ...................................... 77 77 ---- ---- TOTAL ASSETS ....................................... $~~570~~561 $595 ==== ==== Accrued expenses ........................................... $220 $220 ~~Taxes~~Tax ~~payable~~and other payables to affiliates .......................~~......~~ -- 25 ---- ---- TOTAL LIABILITIES .................................. 220 245 ---- ---- 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~~331 340 ---- ---- TOTAL SHAREHOLDER'S EQUITY ......................... ~~350~~341 350 ---- ---- TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY ......... $~~570~~561 $595 ==== ====

-------------------- The accompanying notes are an integral part of these financial statements. 3 4 UNION PLANTERS MORTGAGE FINANCE CORP. STATEMENT OF OPERATIONS (UNAUDITED)

THREE MONTHS ENDED ~~MARCH~~SIX 31MONTHS ENDED JUNE 30, JUNE 30, ------------------- ------------------- 2001 2000 2001 2000 ---- ------ ---- ------ (DOLLARS IN THOUSANDS) NONINTEREST INCOME Net gain on the sale of residential mortgages ....... $ -- $ -- $ -- $ -- ---- ---- ---- ---- NONINTEREST EXPENSE ---- ~~EARNINGS~~---- ~~BEFORE~~---- ~~INCOME~~---- ~~TAXES~~Accounting and auditing fees ........................ 15 15 15 15 ---- ---- ~~Income~~---- ~~taxes~~---- EARNINGS (LOSS) BEFORE INCOME TAXES ......... (15) (15) (15) (15) Income tax credit ..................................... --(6) --(5) (6) (5) ---- ------ ---- ------ NET EARNINGS (LOSS) ..........................~~......~~ $ --(9) $(10) --$ (9) $(10) ==== ====== ==== ======

-------------------- The accompanying notes are an integral part of these financial statements. 4 5 UNION PLANTERS MORTGAGE FINANCE CORP. STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY (UNAUDITED)

ADDITIONAL COMMON PAID-IN RETAINED STOCK CAPITAL EARNINGS TOTAL ------~~---~~ ---------- ---------- -----~~----~~ (DOLLARS IN THOUSANDS) BALANCE, JANUARY 1, 2001 ............................ $ -- $ 10 $ 340 $ 350 Net earnings (loss) ................................. -- -- --(9) --(9) ----~~-----~~ ----~~------~~ ----~~------~~ ----~~------~~ BALANCE, ~~MARCH~~JUNE 3130, 2001 .............................. $ -- $ 10 $331 ~~340~~ $341 ~~350~~ ====~~=====~~ ====~~======~~ ====~~======~~ ====~~======~~

-------------------- The accompanying notes are an integral part of these financial statements. 5 6 UNION PLANTERS MORTGAGE FINANCE CORP. STATEMENT OF CASH FLOWS (UNAUDITED)

~~THREE~~SIX MONTHS ENDED ~~MARCH~~JUNE 3130, ----------------------------~~-----~~ 2001 2000 ------~~----~~ ------~~----~~ (DOLLARS IN THOUSANDS) OPERATING ACTIVITIES Net earnings (loss) .................................~~...................~~ $ --(9) $ --(10) Net ~~decrease~~increase in income tax receivable ...............~~.............~~ 1(5) -- Net decrease in other liabilities ...................~~.............~~ (25) (244) ------~~----~~ ------~~----~~ Net cash used by operating activities .......~~.............~~ (2439) (254) ------~~----~~ ------~~----~~ INVESTING ACTIVITIES Purchase of loans from parent company............................ -- -- Proceeds from sale of loans to a trust........................... -- -- ---------- ---------- Net cash provided by investing activities................ -- -- ---------- ---------- FINANCING ACTIVITIES Issuance of notes payable to parent company .........~~.............~~ -- -- Repayment of notes payable to parent company ........~~.............~~ -- -- ------~~----~~ ------~~----~~ Net cash used by financing activities .......~~.............~~ -- -- ------~~----~~ ------~~----~~ Net decrease in cash ..................................~~.............~~ (2439) (254) Cash at beginning of period ...........................~~.............~~ 245 489 ------~~----~~ ------~~----~~ Cash at end of period .................................~~.............~~ $ ~~221~~206 $ ~~487~~435 ======~~====~~ ======~~====~~

-------------------- The accompanying notes are an integral part of these financial statements. 6 7 UNION PLANTERS MORTGAGE FINANCE CORP. NOTES TO FINANCIAL STATEMENTS NOTE 1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION. The financial statements include the accounts of Union Planters Mortgage Finance Corp. (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 indirectly wholly owned subsidiary of Union Planters Corporation. 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. USE OF ESTIMATES. The accounting and reporting policies of the Company conform with generally accepted accounting principles and general practice within the financial services industry in the United States. The preparation of financial statements in accordance with generally accepted accounting principles 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. 7 8 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS UNION PLANTERS MORTGAGE FINANCE CORP. 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 indirectly wholly owned subsidiary of Union Planters Corporation. The Company was organized to facilitate the securitization of residential mortgage loans and mortgage-backed certificates of various types through the issuance and sale of collateralized bonds and pass-through securities. The Company engaged in a single mortgage loan securitization transaction in each of years 1998, 1999, and 2000. The Company has not engaged in any securitization transactions in the first six months of 2001. In the future, the Company may finance other types of loans and assets. Results of operations for the three and six months ended June 30, 2001 and 2000 included expenses related to the audit of the Company. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not applicable. 8 9 UNION PLANTERS MORTGAGE FINANCE CORP. PART II - OTHER INFORMATION ITEM 1 -- LEGAL PROCEEDINGS None. ITEM 2 -- CHANGES IN SECURITIES AND USE OF PROCEEDS None. ITEM 3 -- DEFAULT 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) EXHIBITS 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).

9 10 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 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). 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).

(b) REPORTS ON FORM 8-K None. 10 11 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: July 23, 2001 By: /s/ Douglas R. Miller ----------------------- --------------------------------------- Douglas R. Miller President and Chief Executive Officer By: /s/ Mark Mosteller --------------------------------------- Mark Mosteller Vice President and Secretary 11

Filing Compare · UNION PLANTERS MORTGAGE FINANCE CORP