Item 1. Business
Piper Mortgage Acceptance Corporation (the "Company") 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 the Parent. The Company's Certificate of Incorporation limits the business activities in which it may engage to activities in connection with or related to the issuance of bonds.
Item 2.
Item 2. Properties
The Company has no physical properties.
Item 3.
Item 3. Legal Proceedings
The Company is not party to any pending legal proceedings.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders
Omitted pursuant to General Instruction J of Form 10-K.
PART II.
Item 5.
Item 5.Market for Registrant's Common Equity and Related Stockholder Matters
As of September 30, 1996, all outstanding shares of the Company's common stock are owned directly by Piper Jaffray Companies Inc. and are not traded on any stock exchange or in any over-the-counter market.
Item 6.
Item 6.Selected Financial Data
Omitted pursuant to General Instruction J of Form 10-K.
Item 7.
Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations
Omitted pursuant to General Instruction J of Form 10-K.
Management's Analysis (pursuant to General Instruction J of Form 10-K)
Resources and Liquidity
The Company's source of funds with respect to mortgage-backed bonds will be the receipt of payments of principal and interest, including prepayments, on mortgage collateral securing the bonds, together with reinvestment income thereon. The Company expects that, at all times, aggregate future receipts of principal and interest on mortgage collateral, together with reinvestment income thereon, will exceed the aggregate of future amounts due as payments of principal and interest on mortgage-backed bonds.
Results of Operations
The Company has not commenced operations, except for the conduct of organizational matters, the issuance of 1,000 shares of the Company's common stock to Piper Jaffray Companies Inc., and the filing of a shelf registration statement related to the issuance of mortgage-backed bonds.
Item 8.
Item 8. Financial Statements and Supplementary Data
Page
Independent Auditors' Report 6
Statements of Financial Condition 7
Statements of Operations 8
Statements of Stockholder's Equity 8
Statements of Cash Flows 9
Notes to Financial Statements 10
All schedules are omitted because they are not required, are inapplicable, or the information is included in the financial statements or notes thereto.
INDEPENDENT AUDITORS' REPORT
Board of Directors Piper Mortgage Acceptance Corporation Minneapolis, Minnesota
We have audited the accompanying statements of financial condition of Piper Mortgage Acceptance Corporation (a wholly owned subsidiary of Piper Jaffray Companies Inc.) as of September 30, 1996 and September 30, 1995, and the related statements of operations, stockholder's equity and cash flows for each of the three years in the period ended September 30, 1996. These statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Piper Mortgage Acceptance Corporation as of September 30, 1996 and 1995, and the results of its operations and cash flows for each of the three years in the period ended September 30, 1996, in conformity with generally accepted accounting principles.
/s/ Deloitte & Touche LLP
Minneapolis, Minnesota November 6, 1996
PIPER MORTGAGE ACCEPTANCE CORPORATION
(a wholly owned subsidiary of Piper Jaffray Companies Inc.)
STATEMENTS OF FINANCIAL CONDITION
September 30, September 30, 1996 1995 ASSETS
Cash ............................................... $10,000 $10,000 Deferred shelf registration costs .................. 73,140 73,140 ------ ------ $83,140 $83,140 ======= =======
LIABILITIES AND STOCKHOLDER'S EQUITY
Payable to Piper Jaffray Companies Inc. ............ $73,140 $73,140 ------- ------- 73,140 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 ----- ----- 10,000 10,000
$83,140 $83,140 ======= =======
See accompanying notes to financial statements.
STATEMENTS OF OPERATIONS
Years Ended September 30, 1996, 1995 and 1994
There were no operations conducted during these periods.
STATEMENTS OF STOCKHOLDER'S EQUITY
Additional Common Paid-in Stock Capital
Balance at September 30, 1993 $ 1,000 $ 9,000
Balance at September 30, 1994 1,000 9,000
Balance at September 30, 1995 1,000 9,000
Balance at September 30, 1996 $ 1,000 $ 9,000
See accompanying notes to financial statements.
STATEMENTS OF CASH FLOWS
Year Ended Year Ended Year Ended September 30, September 30, September 30, 1996 1995 1994
CASH AT BEGINNING OF PERIOD $ 10,000 $ 10,000 $ 10,000
CASH AT END OF PERIOD $ 10,000 $ 10,000 $ 10,000
See accompanying notes to financial statements.
NOTES TO FINANCIAL STATEMENTS
Years Ended September 30, 1996, 1995 and 1994
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 the Parent. The Company's Certificate of Incorporation limits the business activities in which it may engage to activities in connection with or related to the issuance of bonds, as described below.
The Company's activities will 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 intends to enter into various transactions and arrangements with its Parent and affiliated companies. These transactions and arrangements will include the underwriting and selling of mortgage-backed bonds.
The Company has 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.
2. Income Taxes
When operations commence, the Company will file a consolidated federal and state income tax return with the Parent and its affiliates. Payments will be made to the Parent for income taxes computed on pre-tax book income using the consolidated effective tax rate. Deferred taxes will be recorded based upon differences between the financial statement and tax basis of assets and liabilities.
3. Related Party Transactions
At September 30, 1996, deferred shelf registration costs of $73,140 have been advanced by the Parent. Shelf registration costs will be amortized in proportion to the amount of the shelf being used at each bond issuance.
In the future, the Company may be charged for certain expenses by the Parent based on specifically identified charges and other cost allocations. Such cost allocations will be determined through negotiations between the Company and the Parent. Management believes that the method of allocation, as so determined, is reasonable. Operations are not necessarily indicative of the costs that would be incurred if the Company operated independently.
PIPER MORTGAGE ACCEPTANCE CORPORATION
(a wholly owned subsidiary of Piper Jaffray Companies Inc.)
Item 9.
Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
There was no change in accountants or disagreements with accountants on any matter of accounting principle or practice or financial disclosure.
PART III.
Item 10.
Item 10. Directors and Executive Officers of the Registrant
Omitted pursuant to General Instruction J of Form 10-K.
Item 11.
Item 11. Executive Compensation
Omitted pursuant to General Instruction J of Form 10-K.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Omitted pursuant to General Instruction J of Form 10-K.
Item 13.
Item 13. Certain Relationships and Related Transactions
Omitted pursuant to General Instruction J of Form 10-K.
PART IV.
Item 14.
Item 14. Exhibits, Financial Statements, Schedules and Reports on Form 8-K
(a)(1) Financial Statements.
The following financial statements are included in Part II, Item 8:
Independent Auditors' Report Statements of Financial Condition Statements of Operations Statements of Stockholder's Equity Statements of Cash Flows Notes to Financial Statements
(a)(2) Financial Statement Schedules.
All schedules have been omitted because they are either inapplicable or the required information is included in the financial statements or notes thereto.
(a)(3) Exhibits.
3.1 Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to Form 10 filed July 10, 1991).
3.2 By-laws of the Company (incorporated by reference to Exhibit 3.2 to Form 10 filed July 10, 1991).
4.1 Post Effective Amendment No. 1 to Form S-3 (incorporated by reference to Exhibit 4.1 to the Company's filing dated June 3, 1993, Commission File No. 33-41655).
23 Consent of Deloitte & Touche llp, Independent Auditors.
27 Financial Data Schedule.
(b) Reports on Form 8-K - None.
(c) Exhibits filed as part of this report are included in Item 14 (a)(3) above.
(d) Financial Statement Schedules required by Regulation S-X are included in Part II Item 8 above.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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)
By:
/s/ Brian J. Ranallo BRIAN J. RANALLO President and Director
/s/ Deborah K. Roesler DEBORAH K. ROESLER Treasurer (Principal Financial and Accounting Officer)
Dated: December 18, 1996
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons in the capacities and on the date indicated:
Director /s/ Francis E. Fairman, IV Director THOMAS E. STANBERRY FRANCIS E. FAIRMAN, IV
/s/ Mark A. Lindgren Director MARK A. LINDGREN
Dated: December 18, 1996
PIPER MORTGAGE ACCEPTANCE CORPORATION
(a wholly owned subsidiary of Piper Jaffray Companies Inc.)
INDEX TO EXHIBITS
Exhibit Description of Exhibit Form of Filing
3.1 Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to Form 10 filed July 10, 1991).
3.2 By-laws of the Company (incorporated by reference to Exhibit 3.2 to Form 10 filed July 10, 1991).
4.1 Post Effective Amendment No. 1 to Form S-3,( incorporated by reference to Exhibit 4.1 to the Registrant's filing dated June 3, 1993, Commission File No. 33-41655)
23 Consent of Deloitte & Touche llp, Independent Auditors electronic transmission
27 Financial Data Schedule electronic transmission
Exhibit 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No. 33-41655 on Form S-3, as amended, of our report dated November 6, 1996, appearing in this Annual Report on Form 10-K of Piper Mortgage Acceptance Corporation for the year ended September 30, 1996.
/s/ Deloitte & Touche LLP
Minneapolis, Minnesota December 20, 1996