Form 10-QSB
[ x ] QUARTERLY REPORT PURSUANT SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ending June 30, 1999
[ ] TRANSITION REPORT PURSUANT SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to _________
Commission file number 333-10109
UNITED MORTGAGE TRUST
(Exact Name of Registrant as Specified in its
Governing Instruments)
(a Maryland trust) (IRS Employer Identification
Number 75-6496585)
1701 N. GREENVILLE, SUITE 403
RICHARDSON TX 75081
(972) 705-9805
Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 12
months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No ___
<PAGE>
UNITED MORTGAGE TRUST
INDEX TO FORM 10-QSB
Page Number
PART I -- FINANCIAL INFORMATION . . . . . . . . . . . . . .3
Item 1. Financial Statements . . . . . . . . . . . . . . . .3
Balance Sheets
June 30, 1999 and December 31, 1998. . . . . . . . .3
Statements of Income
Three Months and Six Months Ending
June 30, 1999 and 1998. . . . . . . . . . . . . . . 4
Statements of Cash Flows
Six Months Ending
June 30, 1999 and 1998. . . . . . . . . . . . . . . 5
Notes to Financial Statements. . . . . . . . . . . . .6
Item 2. Management's Discussion and Analysis
of Results of Operations and Financial Condition . . . . .7
PART II -- OTHER INFORMATION . . . . . . . . . . . . . . . 11
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . 11
SIGNATURE . . . . . . . . . . . . . . . . . . . . . . . . .12
<PAGE>
PART I -- FINANCIAL INFORMATION
ITEM 1. Financial Statements
<TABLE>
BALANCE SHEETS
JUNE 30, 1999 AND DECEMBER 31, 1998
<CAPTION>
June 30, December 31,
1999 1998
(unaudited) (audited)
ASSETS
<S> <C> <C>
Cash $ 81,978 $ 58,054
Investment in residential mortgages
and contracts for deed 16,962,805 11,159,863
Interim mortgages 3,658,050 3,285,023
Accrued interest receivable 190,000 133,478
Receivable from affiliate (Note 4) 8,537 15,185
Equipment, less accumulated depreciation
of $1,516 and $1,256, respectively 1,725 1,986
Other assets 40,350 5,350
----------- -----------
Total Assets $20,943,445 $14,658,939
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Line of credit (Note 3) 4,377,339 1,484,308
Dividend payable 191,917 121,164
Accounts payable & accrued
liabilities 2,495 1,519
----------- -----------
Total Liabilities 4,571,751 1,606,991
----------- -----------
Shareholders' equity:
Shares of beneficial interest; $.01 par
Value; 100,000,000 shares authorized
916,832 and 734,271 shares
outstanding 9,168 7,343
Additional paid-in capital 16,240,510 12,974,938
Retained earnings 122,016 69,667
----------- -----------
Total Shareholders' Equity $16,371,694 $13,051,948
----------- -----------
Total liabilities & shareholders' equity $20,943,445 $14,658,939
=========== ===========
<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
STATEMENTS OF INCOME
FOR THE THREE MONTHS AND SIX MONTHS ENDING JUNE 30, 1999 AND 1998
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
1999 1998 1999 1998
(unaudited) (unaudited)
<S> <C> <C> <C> <C>
Income:
Gain on sale of notes $ 37,523 $ -- $ 38,591 $ --
Interest income 586,767 222,756 1,071,216 386,872
-------- -------- ---------- --------
624,290 222,756 1,109,807 386,872
-------- -------- ---------- --------
Expense:
Salaries and wages 22,360 18,619 38,588 35,066
General and administrative 60,115 66,423 122,417 95,389
Interest expense 85,225 6,160 116,957 9,806
Expense reimbursement
from affiliate(Note 4) (43,164) (73,125) (91,224) (108,939)
-------- -------- ---------- --------
124,536 18,077 186,738 31,322
-------- -------- ---------- --------
Net income $499,754 $204,679 $ 923,069 $355,550
======== ======== ========== ========
Net income per share of
beneficial interest $0.56 $0.53 $1.11 $1.08
======== ======== ========== ========
Weighted average shares
outstanding 886,251 386,719 832,316 328,818
======== ======== ========== ========
<FN>
See accompanying notes to financial statements.
Page F2
</FN>
</TABLE>
<PAGE>
<TABLE>
STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDING JUNE 30, 1999 AND 1998
<CAPTION>
June 30,
1999 1998
(unaudited) (unaudited)
<S> <C> <C>
Cash flows from operating activities:
Net income $ 923,069 $ 355,550
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation and amortization 260 350
Discount on mortgage investments
gain on sale of notes (48,664) --
Amortization of discount on
mortgage investments (45,886) (23,509)
Accrued interest receivable (56,522) (25,690)
Other assets (35,000) (6,365)
Accounts payable and accrued
liabilities 976 (827)
Net cash provided by operating ----------- ---------
activities: 738,233 299,509
----------- ---------
Cash flows from investing activities:
Investment in residential mortgages
and contracts for deed (6,458,598) (2,923,125)
Principal receipts on residential
mortgages and contracts for deed 926,305 17,972
Investment in interim mortgages (4,856,065) (2,341,261)
Principal receipts on interim mortgages 4,483,039 1,443,626
Loan acquisition costs (176,098) (93,625)
Net cash used in investing --------- ----------
activities: (6,081,417) (3,896,413)
--------- ----------
Cash flows from financing activities:
Proceeds from issuance of shares of
beneficial interest 3,267,397 3,917,801
Net borrowings on credit line 2,893,031 180,194
Receivable from affiliate 6,648 (12,394)
Dividends (799,968) (301,906)
Net cash provided by financing ---------- ----------
activities: 5,367,108 3,783,695
---------- ----------
Net increase in cash 23,924 186,791
Cash at beginning of period 58,054 248
---------- ----------
Cash at end of period $ 81,978 $ 187,039
---------- ----------
Interest paid $ 116,957 $ 6,160
---------- ----------
<FN>
See accompanying note to financial statements.
Page F3
</FN>
</TABLE>
UNITED MORTGAGE TRUST
Notes to Financial Statements
June 30, 1999
1. Description of Business
The Company
United Mortgage Trust is a self administered real estate
investment trust (a "REIT") that invests in mortgages and contracts for
deed. Most, if not all, of the mortgages and contracts for deed that we
purchase are not insured or guaranteed by a federally owned or
guaranteed mortgage agency and involve borrowers who do not satisfy all
of the income ratios, credit record criteria, loan-to-value ratios,
employment history and liquidity requirements of conventional mortgage
financing. The advisor to the Company is Mortgage Trust Advisors, Inc.
(the "Advisor"), a Texas corporation.
Operations commenced on March 5, 1997 when approval was given by
the Securities and Exchange Commission for the Company's initial public
offering of shares. The Company is currently offering up to 2,500,000
shares at an offering price of $20 per share.
2. Basis of Presentation
The accompanying unaudited financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB of
Regulation S-B. They do not include all information and footnotes
required by generally accepted accounting principles for complete
financial statements. However, except as disclosed herein, there has
been no material change in information disclosed in the notes to the
financial statements for the year ending December 31, 1998 included in
the Company's 10-KSB filed with the Securities and Exchange Commission.
The interim unaudited financial statements should be read in
conjunction with those financial statements. In the opinion of
management, all adjustments considered necessary for a fair
presentation, consisting solely of normal recurring adjustments, have
been made. Operating results for the Three Months and Six Months ending
June 30, 1999 are not necessarily indicative of the results that may be
expected for the year ending December 31, 1999.
3. Line of Credit
On March 23, 1999 the Company renewed and increased its Revolving
Loan Agreement (the "Agreement") with Legacy Bank of Texas (the
"Bank"), wherein the Company can borrow up to $5,000,000 on a revolving
basis for a term of one year from the date of the Agreement. Interest
on the outstanding principal balance of the loan is paid monthly at a
varying rate per annum of one and one-half percent (1-1/2%) in excess
of the Bank's prime rate of interest. The borrowing base in the
Agreement is an amount equal to fifty percent (50%) of the aggregate
unpaid principal of the Collateral pledged to the Bank. Collateral for
the Agreement is $10,000,000 unpaid principal balance of residential
mortgages owned by the Company. As security for the prompt satisfaction
of all obligations of the Agreement, the Company agreed to assign,
transfer and set over to the Bank all of its right, title and interest
in and to the Collateral. The outstanding balance of the Revolving Line
of Credit was $4,377,339 and $1,484,308 at June 30, 1999 and December
31, 1998, respectively. The Company used the funds to purchase Mortgage
Investments.
4. Related Party Transactions
In 1997 the Company entered into a Funding Agreement with the
Advisor whereby the Advisor agreed to fund the Company's general and
administrative expenses. In connection with this Agreement, the Company
received $43,164 and $73,125 in expense reimbursement for the three
months ending June 30, 1999 and 1998, respectively, and $91,224 and
$108,939 in expense reimbursements for the six months ending June 30,
1999 and 1998, respectively. In consideration of the Agreement, the
Company contributed to the Advisor an amount equal to one-half of one
percent (.5%) of the Company's average invested assets for the
immediately preceding month.
The Company also paid the Advisor Acquisition Fees of $97,636 and
$35,900 during the three months ending June 30, 1999 and 1998,
respectively, and $176,098 and $93,625 during the six months ending
June 30, 1999 and 1998, respectively. The fee is calculated at 3% of
the unpaid principal balance of the Residential Mortgages as of the
purchase date.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS FOR THE THREE MONTHS AND SIX MONTHS ENDING JUNE
30, 1999 AND 1998
We were formed on July 12, 1996, however our business operations
commenced in March 1997 when the Securities and Exchange Commission
issued an order of registration for our initial public offering of
Shares. The following tables set forth certain information about the
Mortgage Investments that we purchased during the three month and six
month periods set forth below.
<TABLE>
<CAPTION>
THREE MONTHS ENDING
JUNE 30,
1999 1998
RESIDENTIAL MORTGAGES
<S> <C> <C>
Purchase price $2,177,456 $1,116,085
Total number 49 30
Number purchased from affiliates 35 22
Number purchased from other sources 14 8
Blended interest rate 11.30% 11.52%
Aggregate principal balance $2,264,637 $1,196,675
Average principal balance $46,217 $39,889
Remaining term in months (1) 352 327
Current yield (1) 11.75% 12.35%
Purchase price/principal balance (1) 96.15% 93.27%
Investment-to-value ratio (1)(2) 84.60% 81.11%
CONTRACTS FOR DEED
<S> <C> <C>
Purchase price $1,702,503 0
Total number 39 0
Number purchased from affiliates 23 0
Number purchased from other sources 16 0
Blended interest rate 11.91% 0
Aggregate principal balance $1,718,459 0
Average principal balance $44,063 0
Remaining term in months(1) 354 0
Current yield (1) 12.02% 0
Purchase price/principal balance (1) 99.07% 0
Investment-to-value ratio (1)(2) 89.10% 0
INTERIM MORTGAGES
<S> <C> <C>
Dollars invested during period $2,107,720 $1,609,109
Total number participated in
during period 61 62
Number purchased from affiliates 61 62
Number purchased from other sources 0 0
Blended interest rate 12.75% 12.81%
Remaining term in months <12 months <12 months
Current yield at year-end (1) 12.93% 12.99%
Purchase price/principal balance (1) 100% 100%
Investment-to-value ratio (1)(2) 50% 50%
</TABLE>
<TABLE>
<CAPTION>
SIX MONTHS ENDING
JUNE 30,
1999 1998
RESIDENTIAL MORTGAGES
<S> <C> <C>
Purchase price $4,257,885 $2,923,125
Total number 93 73
Number purchased from affiliates 63 55
Number purchased from other sources 30 18
Blended interest rate 11.29% 11.51%
Aggregate principal balance $4,432,877 $3,120,822
Average principal balance $47,665 $42,752
Remaining term in months (1) 336 333
Current yield (1) 11.75% 12.29%
Purchase price/principal balance (1) 96.05% 93.66%
Investment-to-value ratio (1)(2) 84.50% 83.11%
CONTRACTS FOR DEED
<S> <C> <C>
Purchase price $2,200,713 0
Total number 51 0
Number purchased from affiliates 26 0
Number purchased from other sources 25 0
Blended interest rate 11.88% 0
Aggregate principal balance $2,227,904 0
Average principal balance $43,684 0
Remaining term in months(1) 354 0
Current yield (1) 12.02% 0
Purchase price/principal balance (1) 98.78% 0
Investment-to-value ratio (1)(2) 88.00% 0
INTERIM MORTGAGES
<S> <C> <C>
Dollars invested during period $4,856,065 $2,341,261
Total number participated in
during period 144 77
Number purchased from affiliates 144 77
Number purchased from other sources 0 0
Blended interest rate 12.75% 14.27%
Remaining term in months <12 months <12 months
Current yield at year-end (1) 12.93% 14.47%
Purchase price/principal balance (1) 100% 100%
Investment-to-value ratio (1)(2) 50% 50%
<FN>
(1) These amounts were determined at the time the Mortgage Investments
were purchased.
(2) The investment-to-value ratio is determined at the time a Mortgage
Investment is acquired and is determined by dividing the amount paid
to acquire that Mortgage Investment by the value of the underlying
real estate that is security for that Mortgage Investment.
</FN>
</TABLE>
As of June 30, 1999, our mortgage portfolio in the aggregate
consisted of 316 Residential Mortgages and 78 Contracts for Deed. As
of the dates of purchase, the portfolio had an unpaid principal
balance of $17,192,346, and was purchased for a discounted price of
$16,431,726 (95.58% of the unpaid principal balance). The average loan
in the portfolio had a blended interest rate of 11.46%, an unpaid
principal balance of $44,540, a term remaining of 331 months, a
current annual yield of 12.00%, and an investment-to-value ratio of
84.20%. As of June 30, 1999 we had 114 active interim mortgages with a
total outstanding principal balance of $3,658,050. The average interim
mortgage had a blended interest rate of 12.75%, and unpaid principal
balance of $32,000, a term remaining of less than 12 months, a current
annual yield of 12.93%, and an investment-to-value of 50%.
By comparison, our portfolio as of June 30, 1998 consisted of 145
Residential Mortgages and no Contracts for Deed with an unpaid
principal balance of $5,944,680, and was purchased for a discounted
price of $5,558,651 (93.50% of the unpaid principal balance). The
average loan in the portfolio had a blended interest rate of 11.45%,
an unpaid principal balance of $40,998, a term remaining of 321
months, a current annual yield of 12.25%, and an investment-to-value
ratio of 83.13%. As of June 30, 1998 we had 64 active Interim
Mortgages with a total outstanding principal balance of $1,774,911.
The average interim mortgage had a blended interest rate of 14.27%,
and unpaid principal balance of $27,700, a term remaining of less than
12 months, a current annual yield of 14.47%, and an investment-to-
value of 50%.
All of the properties that are security for the Residential
Mortgages and Interim Mortgages were located in Texas. Each of the
properties was adequately covered by a mortgagee title insurance
policy and hazard insurance.
THREE MONTHS PERIODS ENDING JUNE 30, 1999 AND 1998
Our Mortgage Investments generated $624,290 and $222,756 of total
income during the quarters ending June 30, 1999 and 1998,
respectively. The 180% increase was attributed to the significant
addition of Mortgage Investments purchased using Net Offering Proceeds
derived from the sale of our Shares during the year proceeding the
current period. Expenses of $167,700 in the 1999 quarter were offset
by reimbursement from the Advisor to us of $43,164. Expenses of
$91,202 in the 1998 quarter were offset by reimbursement from the
Advisor of $73,125. The 84% rise in the 1999 quarter was attributed to
a significant increase in interest expense commensurate with
substantially higher borrowings on our credit line, and to a increase
in mortgage service fees generated by the larger portfolio of Mortgage
Investments.
Net income of $499,754 and $204,679 for the quarters ending June
30, 1999 and 1998, respectively, represented a 144% increase. Earnings
per weighted average share were $0.56 for the 1999 quarter compared to
$0.53 for 1998 quarter.
Dividends declared and paid per share of beneficial interest for
the quarters ending June 30, 1999 and 1998 were $0.504 and $0.520,
respectively. Both quarters exceed a 10% annualized rate of return for
our shareholders.
SIX MONTH PERIODS ENDING JUNE 30, 1999 AND 1998
Our Mortgage Investments generated $1,109,807 and $386,872 of
total income for the six-month periods ending June 30, 1999 and 1998,
respectively. The 187% increase was attributed to the significant
addition of Mortgage Investments purchased using Net Offering Proceeds
derived from the sale of our Shares during the year proceeding the
current period. Expenses of $277,962 in the 1999 six-month period were
offset by reimbursement from the Advisor to us of $91,224. Expenses of
$140,261 in the comparable 1998 period were offset by reimbursement
from the Advisor of $108,939. The 98% rise in the 1999 period was
attributed to a significant increase in interest expense commensurate
with substantially higher borrowings on our credit line, and to a
increase in mortgage service fees generated by the larger portfolio of
Mortgage Investments.
Net income of $923,069 and $355,550 for the six-month periods
ending June 30, 1999 and 1998, respectively, represented a 160%
increase. Earnings per weighted average share were $1.11 for the 1999
period compared to $1.08 for 1998 period.
Dividends declared and paid per share of beneficial interest for
the six months ending June 30, 1999 and 1998 were $1.01 and $1.05,
respectively. Both quarters exceed a 10% annualized rate of return for
our shareholders.
As of June 30, 1999, 10 of our Mortgage Investments, or 1.97% of
our active portfolio, were in default. This compares to 3 defaulted
investments at June 30, 1998, or 1.43% of our active portfolio. As a
result of the recourse provisions under which the Mortgage Investments
were purchased, we did not experience a loss of interest income due to
the defaults in either quarter.
CAPITAL RESOURCES AND LIQUIDITY FOR THE THREE MONTHS AND SIX MONTHS
ENDING JUNE 30, 1999 AND 1998
We utilize funds made available from the sale of our Shares,
funds made available on our bank line of credit and payment of
principal on our Mortgage Investments to purchase Mortgage
Investments.
The following tables set forth certain information concerning
sources of capital during the three month and six month period ending
June 30, 1999 and 1998.
<TABLE>
<CAPTION>
THREE MONTH PERIODS
ENDING JUNE 30,
1999 1998
<S> <C> <C>
Shares issued 111,691 93,723
Number of new shareholders 47 69
Gross offering proceeds $2,233,820 $1,874,460
Net offering proceeds (after deduction
of selling commissions and fees) $1,999,016 $1,677,337
Principal receipts from Residential
Mortgages and Contracts for Deed $772,479 $10,953
Principal receipts from Interim Mortgages $1,961,906 $1,030,884
Net borrowing from credit line $1,508,339 $(7,061)
<CAPTION>
SIX MONTH PERIODS
ENDING JUNE 30,
1999 1998
<S> <C> <C>
Shares issued 182,561 218,909
Number of new shareholders 90 128
Gross offering proceeds $3,651,220 $4,378,180
Net offering proceeds (after deduction
of selling commissions and fees) $3,267,332 $3,917,801
Principal receipts from Residential
Mortgages and Contracts for Deed $926,305 $21,891
Principal receipts from Interim Mortgages $4,483,039 $1,443,626
Net borrowing from credit line $2,893,031 $180,194
We use a combination of Net Offering Proceeds, borrowing on our
credit line and payments of principal on our Mortgage Investments to
purchase new Mortgage Investments.
During the quarters ending June 30, 1999 and 1998 we purchased
149 Mortgage Investments for a purchase price of $5,984,174 and 92
Mortgage Investments for a purchase price of $2,725,194, respectively.
During the six months ending June 30, 1999 and 1998 we purchased
288 Mortgage Investments for a purchase price of $11,314,627 and 150
Mortgage Investments for a purchase price of $5,264,386, respectively.
As of June 30, 1999, we had sold an aggregate total of 906,832
Shares for Gross Offering Proceeds of $18,136,640 and Net Offering
Proceeds to us of $16,224,618. Total shares outstanding at June 30,
1999 were 916,832, which included 10,000 sold to the Advisor before
the public offering commenced. This compares to an aggregate total of
411,417 Shares for Gross Offering Proceeds of $8,228,340 and Net
Offering Proceeds to us of $7,362,799 as of June 30, 1998. Total
shares outstanding at June 30, 1998 were 421,417, which included
10,000 sold to the Advisor before the public offering commenced.
On March 23, 1999 we renewed and increased our Revolving Loan
Agreement (the "Legacy Agreement") with Legacy Bank of Texas, a Texas
State Bank ("Legacy"), wherein we could borrow up to $5,000,000 on a
revolving basis for a term of one year from the date of the agreement.
Interest on the outstanding principal balance of the loan was paid
monthly at a varying rate per annum which was one and one-half percent
(1-1/2%) above the "Wall Street Journal Prime" rate of interest. As
security for the prompt satisfaction of all obligations of the Legacy
Agreement, we pledged through collateral assignment $10,000,000 of
residential mortgages. The outstanding loan balance at June 30, 1999
was $4,377,339.
YEAR 2000 ISSUES
Certain computer programs and embedded logic devices that utilize
two digits rather than four to define the applicable year may fail to
properly recognize date sensitive information when the year changes to
2000 (the "Year 2000 Issue").
We are conducting a comprehensive review to determine if the Year
2000 Issue will affect our computer system. We currently believe that
we do not face "legacy" computer systems and software issues because
we commenced operations within the past five years. Thus, we do not
anticipate incurring internal Year 2000 Issue costs that would be
material to our financial position, results of operations, or cash
flows in future periods. Through June 30, 1999, we incurred less than
$1,000 of expenses in connection with our review of the Year 2000
Issue.
There can be no assurance, however, that our lenders, custodians,
loan servicers, vendors, clients and other third-party partners
(collectively, "Contract Parties") will resolve their own Year 2000
Issues in a timely manner, or that any failure by these contract
Parties to resolve such issues would not have an adverse effect on our
operations and financial condition. Each Contract Party is in turn
subject to the Year 2000 Issues of various third parties with which it
does business, making our exposure to the noncompliance of any
Contract Party difficult to assess. We believe we are devoting the
necessary resources to address all of the Year 2000 Issues over which
we have control. With respect to the Year 2000 Issues of Contract
Parties, over which we have no control, our contingency plan is to
identify replacement vendors, where possible.
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits - None
(b) Reports on Form 8-K
During the period covered by this report, the Company filed
reports on Form 8-K dated April 30, 1999 and June 21, 1999 to report
the status of its offering of shares.
SIGNATURES
In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunder duly authorized.
UNITED MORTGAGE TRUST
(Registrant)
Date: August 13, 1999 /S/Christine A. Griffin
Christine A. Griffin
President
</TABLE>
