10-Q 1 g72723e10-q.txt UNION PLANTERS HOME EQUITY CORPORATION 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, 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 333-46210 UNION PLANTERS HOME EQUITY CORP. (Exact name of registrant as specified in its charter) Delaware 52-2273306 ------------------------------- -------------------------------- (State or other Jurisdiction of (IRS Employer Identification No.) Incorporation or Organization) Union Planters Administrative Center 7130 Goodlett Farms Parkway Cordova, Tennessee 38016 ---------------------------------------------- (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 October 31, 2001, the latest practicable date, there were 1,000 shares of Union Planters Home Equity 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. UNION PLANTERS HOME EQUITY CORP. FORM 10-Q INDEX

Page ---- PART I. FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) Balance Sheet ~~June~~September 30, 2001 and December 31, 2000.................................................3 Statement of Operations for the three and ~~six~~nine months ended ~~June~~September 30, 2001...............................................................................4 Statement of Changes in Shareholder's Equity for the ~~six~~nine months ended ~~June~~September 30, 2001...........................................................5 Statement of Cash Flows for the ~~six~~nine months ended ~~June~~September 30, 2001...............................................................................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......................................................................................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 UNION PLANTERS HOME EQUITY CORP. BALANCE SHEET (UNAUDITED)

~~JUNE~~SEPTEMBER 30, DECEMBER 31, 2001 2000 ------------- ------------ (DOLLARS IN THOUSANDS) Cash........................................................ $ 327 $ 10 ~~Income~~---------- ~~tax~~--------- ~~receivables~~TOTAL ASSETS...................................... 60$ 327 $ 10 ========== ========= Advance from parent......................................... $ 252 $ -- ---------- --------- TOTAL ~~ASSETS~~LIABILITIES.................................~~.....~~ $252 ~~70 ========== Total liabilities~~ -- Shareholder's equity Common stock, par value $.01 per share, 1,000 shares authorized, issued, and outstanding....... -- -- Additional paid-in capital................................ ~~165~~178 10 Retained earnings......................................... (95103) -- ---------- --------- TOTAL SHAREHOLDER'S EQUITY........................ 7075 10 ---------- --------- TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY........ $ 70327 $ 10 ========== =========

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

THREE ~~AND~~MONTHS ~~SIX~~ENDED NINE MONTHS ENDED ~~JUNE~~SEPTEMBER 30, 2001 SEPTEMBER 30, 2001 ------------------ ------------------ (DOLLARS IN THOUSANDS) NONINTEREST EXPENSES Filing fees.............................. $ -- $ 132 Printing................................. -- 18 Legal.................................... 513 18 -------- -------- TOTAL NONINTEREST EXPENSES....... ~~(155)~~13 168 -------- -------- LOSS BEFORE INCOME TAXES......... (~~155~~13) (168) Income tax credit.......................... 605 65 -------- -------- NET LOSS......................... $ (958) $ (103) ======== ========

-------------------- The accompanying notes are an integral part of these financial statements. 4 UNION PLANTERS HOME EQUITY 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 $ -- $ 10 Capital contribution from parent company........................... -- ~~155~~168 -- ~~155~~168 Net loss................................... -- -- (95103) (95103) --------- ---------- ---------- ---------- BALANCE, ~~JUNE~~SEPTEMBER 30, 2001................~~.....~~ $ -- $ ~~165~~178 $ (95103) $ 7075 ========= ========== ========== ==========

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

~~SIX~~NINE MONTHS ENDED ~~JUNE~~SEPTEMBER 30, 2001 --------------------- (DOLLARS IN THOUSANDS) OPERATING ACTIVITIES Net loss........................................... $ (95103) Net increase in ~~income~~advance ~~tax~~from ~~receivable~~parent................ ~~(60)~~252 ----------- Net cash used by operating activities...... ~~(155)~~149 ----------- FINANCING ACTIVITIES Capital contribution from parent company........... ~~155~~168 ----------- Net cash provided by financing activities.. ~~155~~168 ----------- Net change in cash................................... --317 Cash at beginning of period.......................... 10 ----------- Cash at end of period....................................... $ 10327 ===========

-------------------- The accompanying notes are an integral part of these financial statements. 6 UNION PLANTERS HOME EQUITY 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 Home Equity Corp. (the "Company"). The Company was incorporated August 30, 2000 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. 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 through trusts will be collateralized 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. 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 accounting principles generally accepted in the United States of America and general practice within the financial services industry in the United States. 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. 7 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 Home Equity Corp. (the "Company") was incorporated August 30, 2000 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. The Company has not executed any transactions. 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 will be 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. The Company has filed a registration statement on Form S-3 with the SEC that was declared effective April 6, 2001. However, there has been no business activity of the Company to date. RESULTS OF OPERATIONS For the three and nine months ended September 30, 2001, the Company incurred $13,000 and $168,000, respectively, of expenses related to the formation of the Company. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not applicable. 8 UNION PLANTERS HOME EQUITY 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. 333-46210 on Form S-3, filed September 20, 2000). 3.2 Bylaws of the Registrant (Incorporated herein by reference to the Exhibits to the Registrant's Registration Statement No. 333-46210 on Form S-3, filed September 20, 2000). 4.1 Standard Terms to Pooling and Servicing Agreement (September 2000 Edition) (Incorporated herein by reference to the Exhibits to the Registrant's Registration Statement No. 333-46210 on Form S-3, filed September 20, 2000). 4.1(a) Form of Series Supplement to the Pooling and Servicing Agreement (Incorporated herein by reference to the Exhibits to the Registrant's Registration Statement No. 333-46210 on Form S-3, filed September 20, 2000). 4.2 Form of Indenture between Registrant and Trustee (Incorporated herein by reference to the Exhibits to the Registrant's Registration Statement No. 333-46210 on Form S-3, filed September 20, 2000). 4.2(a) Form of Series Supplement to the Indenture between Registrant and Trustee (Incorporated herein by reference to the Exhibits to the Registrant's Registration Statement No. 333-46210 on Form S-3, filed September 20, 2000). 4.3 Form of Trust Agreement between Registrant and Trustee (Incorporated herein by reference to the Exhibits to the Registrant's Registration Statement No. 333-46210 on Form S-3, filed September 20, 2000). 9 4.4 Form of Deposit Trust Agreement between Registrant and Trustee (Incorporated herein by reference to the Exhibits to the Registrant's Registration Statement No. 333-46210 on Form S-3, filed September 20, 2000). 99.1 Form of Sales Agreement between the Registrant, as Purchaser, and the Seller (Incorporated herein by reference to the Exhibits to the Registrant's Registration Statement No. 333-46210 on Form S-3, filed September 20, 2000). 99.2 Form of Servicing Agreement (Incorporated herein by reference to the Exhibits to the Registrant's Registration Statement No. 333-46210 on Form S-3, filed September 20, 2000). (b) REPORTS ON FORM 8-K None. 10 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 HOME EQUITY CORP. (REGISTRANT) Date: November 14, 2001 By: /s/ Norman J. Burglin --------------------- ------------------------------------ Norman J. Burglin President and Chief Executive Officer By: /s/ Bobby L. Doxey ------------------------------------ Senior Executive Vice President, Chief Financial Officer, and Chief Accounting Officer 11

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