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, 2000
[ ] 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 ___
(i)
<PAGE>
UNITED MORTGAGE TRUST
INDEX TO FORM 10-QSB
Page Number
PART I -- FINANCIAL INFORMATION . . . . . . . . . . . . . .2
Item 1. Financial Statements . . . . . . . . . . . . . . . .2
Balance Sheets
June 30, 2000 and December 31, 1999. . . . . . . . .2
Statements of Income
Three Months and Six Months Ending
June 30, 2000 and 1999. . . . . . . . . . . . . . . 3
Statements of Cash Flows
Six Months Ending
June 30, 2000 and 1999. . . . . . . . . . . . . . . 4
Notes to Financial Statements. . . . . . . . . . . . .5
Item 2. Management's Discussion and Analysis
of Results of Operations and Financial Condition . . . . .7
PART II -- OTHER INFORMATION . . . . . . . . . . . . . . . 10
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . 10
SIGNATURE . . . . . . . . . . . . . . . . . . . . . . . . .11
Accountants' Review Report . . . . . . . . . . . . . . . . 12
1
<PAGE>
PART I -- FINANCIAL INFORMATION
ITEM 1. Financial Statements
<TABLE>
BALANCE SHEETS
June 30, 2000 AND DECEMBER 31, 1999
<CAPTION>
June 30, December 31,
2000 1999
(unaudited) (audited)
ASSETS
<S> <C> <C>
Cash $ 19,411 $ 14,331
Investment in residential mortgages
and contracts for deed 27,894,062 21,877,468
Interim mortgages 4,212,460 4,199,632
Accrued interest receivable 335,640 244,381
Receivable from affiliate (Note 4) 68,528 23,765
Equipment, less accumulated depreciation
of $2,036 and $1,776, respectively 1,960 2,219
Other assets 40,350 40,350
----------- -----------
Total Assets $32,572,411 $26,402,146
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Line of credit (Note 3) 4,919,000 5,000,000
Dividend payable 251,595 227,181
Accounts payable & accrued
liabilities 4,493 126
----------- -----------
Total Liabilities 5,175,088 5,227,307
----------- -----------
Shareholders' equity:
Shares of beneficial interest; $.01 par
Value; 100,000,000 shares authorized
1,533,709 and 1,185,544 shares
outstanding 15,337 11,856
Additional paid-in capital 27,274,346 21,047,321
Retained earnings 107,640 115,662
----------- -----------
Total Shareholders' Equity $27,397,323 $21,174,839
----------- -----------
Total liabilities & shareholders' equity $32,572,411 $26,402,146
=========== ===========
<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>
2
<PAGE>
<TABLE>
STATEMENTS OF INCOME
FOR THE THREE MONTHS AND SIX MONTHS ENDING JUNE 30, 2000 AND 1999
<CAPTION>
THREE MONTHS ENDING SIX MONTHS ENDING
JUNE 30, JUNE 30,
2000 1999 2000 1999
(unaudited) (unaudited)
<S> <C> <C> <C> <C>
Income:
Gain on sale of notes $ 3,924 $ 37,523 $ 7,942 $ 38,591
Interest income 884,703 586,767 1,701,044 1,071,216
-------- -------- ---------- ----------
888,627 624,290 1,708,986 1,109,807
-------- -------- ---------- ----------
Expense:
Salaries and wages 43,032 22,360 77,011 38,588
General and administrative 85,646 60,115 162,153 122,417
Interest expense 125,134 85,225 253,662 116,957
Expense reimbursement from
affiliate(Note 4) (61,812) (43,164) (116,000) (91,224)
-------- -------- ---------- ----------
192,000 124,536 376,826 186,738
-------- -------- ---------- ----------
Net income $696,627 $499,754 $1,332,160 $ 923,069
======== ======== ========== ==========
Net income per share of
beneficial interest $0.48 $0.56 $0.99 $1.11
======== ======== ========== ==========
Weighted average shares
outstanding 1,455,832 886,251 1,349,968 832,316
========== ======== ========== ==========
<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>
3
<PAGE>
<TABLE>
STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDING June 30, 2000 AND 1999
<CAPTION>
June 30,
2000 1999
(unaudited) (unaudited)
<S> <C> <C>
Cash flows from operating activities:
Net income $ 1,332,160 $ 923,069
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation and amortization 260 260
Gain on sale of notes -- (48,664)
Net amortization of discount on
mortgage investments (22,936) (45,886)
Changes in assets and liabilities:
Accrued interest receivable (91,259) (56,522)
Other assets -- (35,000)
Accounts payable and accrued
liabilities 4,367 976
Net cash provided by operating ----------- ---------
activities 1,222,592 738,233
----------- ---------
Cash flows from investing activities:
Investment in residential mortgages
and contracts for deed (6,210,204) (6,458,598)
Principal receipts on residential
mortgages and contracts for deed 397,838 926,305
Investment in interim mortgages (4,786,001) (4,856,065)
Principal receipts on interim mortgages 4,773,174 4,483,039
Loan acquisition costs (181,296) (176,098)
Net cash used in investing --------- ---------
activities (6,006,489) (6,081,417)
--------- ---------
Cash flows from financing activities:
Proceeds from issuance of shares of
beneficial interest 6,230,508 3,267,397
Net borrowings on credit line (81,000) 2,893,031
Receivable from affiliate (44,762) 6,648
Dividends (1,315,769) (799,968)
Net cash provided by financing ---------- ----------
activities 4,788,977 5,367,108
---------- ----------
Net increase in cash 5,080 23,924
Cash at beginning of period 14,331 58,054
---------- ----------
Cash at end of period $ 19,411 $ 81,978
---------- ----------
Interest paid $ 253,662 $ 116,957
---------- ----------
<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>
4
<PAGE>
UNITED MORTGAGE TRUST
Notes to Financial Statements
June 30, 2000
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, 1999 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 and six months ending June
30, 2000 are not necessarily indicative of the results that may be
expected for the year ending December 31, 2000.
3. Line-of-Credit
The Company has a $5,000,000 credit facility which expired on
April 1, 2000. The company entered into a three-month extension of
that line-of credit dated April 1, 2000. The Trustees of the Company
have agreed to renew the line-of-credit for an additional twelve-
month period at the end of the 90-day period. The line-of-credit was
collateralized with the assignment of certain Residential Mortgages.
Interest was
5
<PAGE>
calculated at 1-1/2 per cent above the bank's prime interest rate,
which translated to a 10.25% rate for the quarter ending June 30,
2000. The 90-day extension lowered the rate of interest to 1-1/4 per
cent above the bank's rate.
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 $61,812 and $43,164 in expense reimbursements during the three
months and $116,000 and $91,224 during the six months ending June 30,
2000 and 1999, and 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 $107,501 and
$97,636 during the three months and $181,296 and 176,098 during the six
months ending June 30, 2000 and 1999, respectively. The fee is
calculated at 3% of the unpaid principal balance of the Residential
Mortgages as of the purchase date.
The Company currently leases its office space from an affiliate
under the terms of a 36-month lease at $5,409 per month and
subleases a major portion of space to South Central Mortgage, Inc.
("SCMI"), a related party, for $4,668 per month. The sublease rental
rate is approximately five percent higher than the amount paid by
the Company. Rent expense amounted to $2,093 and $1,755 during the
three months and $4,795 and $3,510 during the six months ending June
30, 2000 and 1999, respectively.
The Company has also entered into a Mortgage Servicing Agreement
with SCMI, incurring service fees of $33,000 and $19,200 during the
three months and $61,317 and $34,115 during the six months ending June
30, 2000 and 1999, respectively.
6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS FOR THE QUARTERS ENDED JUNE 30, 2000 AND 1999
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 table sets forth certain information about the
Mortgage Investments that we purchased during the periods set forth
below.
<TABLE>
Three Months Ending Six Months Ending
June 30, June 30,
2000 1999 2000 1999
RESIDENTIAL MORTGAGES
<S> <C> <C> <C> <C>
Purchase price $2,895,000 $2,178,000 $4,410,000 $4,258,000
Total number 63 49 93 93
Number purchased from affiliates 19 35 39 63
Number purchased from other sources 44 14 54 30
Blended interest rate 11.59% 11.30% 1.51% 11.29%
Aggregate principal balance $2,940,000 $2,265,000 $4,460,000 $4,433,000
Average principal balance $47,000 $46,000 $48,000 $48,000
Remaining term in months (1) 333 352 336 336
Current yield (1) 11.78% 11.75% 11.79% 11.75%
Investment-to-value ratio (1)(2) 86.10% 84.60% 85.20% 84.50%
CONTRACTS FOR DEED
<S> <C> <C> <C> <C>
Purchase price $ 827,000 $1,703,000 $1,800,000 $2,201,000
Total number 17 39 37 51
Number purchased from affiliates 8 23 8 16
Number purchased from other sources 9 16 29 25
Blended interest rate 11.37% 11.91% 11.73% 11.88%
Aggregate principal balance $ 834,000 $1,718,000 $1,816,000 $2,228,000
Average principal balance $49,000 $44,000 $49,000 $44,000
Remaining term in months(1) 348 354 350 354
Current yield (1) 11.78% 12.02% 11.86% 12.02%
Investment-to-value ratio (1)(2) 87.70% 89.10% 86.00% 88.00%
INTERIM MORTGAGES
<S> <C> <C> <C> <C>
Dollars invested during period $3,063,000 $2,108,000 $4,786,000 $4,856,000
Total number participated in
during period 105 61 174 144
Number purchased from affiliates 105 61 174 144
Number purchased from other sources 0 0 0 0
Blended interest rate 12.75% 12.75% 12.75% 12.75%
Remaining term in months <12 months <12 months <12 months <12 months
Current yield at year-end (1) 12.93% 12.93% 12.93% 12.93%
Investment-to-value ratio (1)(2) 52.00% 50.00% 52.00% 50.00%
<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>
8
<PAGE>
As of June 30, 2000 our mortgage portfolio in the aggregate
consisted of 445 Residential Mortgages and 177 Contracts for Deed. As
of the dates of purchase, the portfolio had an unpaid principal
balance of $28.1 million, and was purchased for a discounted price of
$27.1 million (96.65% of the unpaid principal balance). The average
loan in the portfolio had a blended interest rate of 11.55%, an unpaid
principal balance of $45,000, a term remaining of 329 months, a
current annual yield of 11.95%, and an investment-to-value ratio of
85.2%. As of June 30, 2000 we also had 111 active interim mortgages
with an outstanding principal balance of $4.2 million.
By comparison 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 $17.2 million, and was purchased for a discounted
price of $16.4 million (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 $44,500, 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 also had 114 active interim
mortgages with an outstanding principal balance of $3.7 million.
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's title insurance
policy and hazard insurance.
During the three-month periods ending June 30, 2000 and 1999 our
Mortgage Investments generated $889,627 and $624,290 of total income,
which represented a 42% increase. The rise was attributed to the
significant addition of Mortgage Investments purchased using Net
Offering Proceeds derived from the sale of our Shares during the year
preceding the current period. Expenses of $253,812 in the 2000 quarter
were offset by reimbursement from the Advisor or $61,812 compared to
$167,700 in the 1999 quarter offset by reimbursement from the Advisor
to us of $43,164. The 54% rise in the 2000-quarter was due to higher
salary expense because of the addition of one and a half employees, as
well as increased interest expense and higher loan portfolio servicing
fees commensurate with higher borrowing on our credit line and a
substantially larger portfolio. Net income of $696,627 and $499,754
for the quarters ending June 30, 2000 and 1999, respectively,
represented a 42% increase. Earnings per weighted average share were
$0.48 and $0.56 for the 2000 and 1999 quarters.
As of June 30, 2000, 2.68% of our Mortgage Investments were in
default compared to 1.97% at the 1999-quarter's end. As a result of
the recourse provisions under which the Mortgage Investments were
purchased and due to the gain on resale of foreclosed properties, we
did not experience a loss of interest income due to the defaults in
either quarter.
Dividends declared and paid per share of beneficial interest for
the three-month periods ending June 30, 2000 and 1999 were $0.50 and
$0.50, respectively. Dividends paid during both quarters exceeded a
10% annualized rate of return for our shareholders.
During the six-month periods ending June 30, 2000 and 1999,
respectively, our Mortgage Investments generated $1,708,986 and
$1,109,807 of total income, which represented a 54% increase. The rise
was attributed to the significant addition of Mortgage Investments
purchased using Net Offering Proceeds derived from the sale of our
Shares. Expenses of $492,826 in the 2000 six-month period were offset
by reimbursement from the Advisor or $61,812 compared to $167,700 in
the 1999 quarter offset by reimbursement from the Advisor to us of
$43,164. The 102% increase in the 2000 six-month period was attributed
to a greater salary expense due to the addition of a full-time and
part-time employee, as well as increased interest expense and higher
loan portfolio servicing fees commensurate with higher borrowing on
our credit line and a substantially larger portfolio. Net income of
$1,332,160 and $923,069 for the six-month periods ending June 30, 2000
and 1999, respectively, represented a 44% increase. Earnings per
weighted average share were $0.99 and $1.11 for the 2000 and 1999 six-
month periods.
Dividends declared and paid per share of beneficial interest for
the six-month periods ending June 30, 2000 and 1999 were $1.00 and
$1.01, respectively. Dividends paid during both periods exceed a 10%
annualized rate of return for our shareholders.
CAPITAL RESOURCES AND LIQUIDITY FOR THE THREE MONTHS AND SIX MONTHS
ENDING JUNE 30, 2000 AND 1999
We utilize funds made available from the sale of our Shares,
funds made available on our bank line of credit and repayment of
principal on our Residential Mortgages and Contracts for Deed to
purchase Mortgage Investments.
<TABLE>
<CAPTION>
THREE-MONTH PERIODS
ENDING JUNE 30,
2000 1999
<S> <C> <C>
Shares issued 194,449 111,691
Number of new shareholders 67 47
Gross offering proceeds $3,888,980 $2,233,820
Net offering proceeds (after deduction
of selling commissions and fees) $3,480,894 $1,999,016
Principal receipts from Residential
Mortgages and Contracts for Deed $113,225 $772,479
Principal receipts from Interim Mortgages $3,186,900 $1,961,906
Net borrowing from credit line $81,000 $1,508,339
<CAPTION>
SIX-MONTH PERIODS
ENDING JUNE 30,
2000 1999
<S> <C> <C>
Shares issued 348,165 182,561
Number of new shareholders 134 90
Gross offering proceeds $6,963,300 $3,651,220
Net offering proceeds (after deduction
of selling commissions and fees) $6,230,508 $3,267,397
Principal receipts from Residential
Mortgages and Contracts for Deed $397,838 $926,305
Principal receipts from Interim Mortgages $4,773,174 $4,483,039
Net borrowing from credit line $81,000 $2,893,031
As of June 30, 2000 we had sold an aggregate of 1,533,709 for
Gross Offering Proceeds of $30.5 million and Net Offering Proceeds to
us of $27.3 million.
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, 2000 was $4,919,000 and at June 30, 1999
was $5,000,000. The line-of-credit agreement expired on April 30,
2000. The lender granted a 90-day extension of the $5,000,000 line-
of-credit on April 30, 2000. During the extension period the
interest rate was lowered to 1-1/4% above the bank's prime rate of
interest. The Trustees of the Company have agreed to renew the line-
of-credit for an additional twelve-month period at the end of the
90-day period.
PART II - OTHER INFORMATION
None
<PAGE>
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 11, 2000 /S/Christine A. Griffin
Christine A. Griffin
President
11
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
Board of Directors
United Mortgage Trust
We have reviewed the accompanying balance sheets of United Mortgage
Trust as of June 30, 2000 and the related statements of income for the
three and six months then ended and cash flows for the six months then
ended. These financial statements are the responsibility of the
Company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of
interim financial information consists principally of analytical
procedures applied to financial data and making inquiries of persons
responsible for financial and accounting matters. It is substantially
less in scope than an audit in accordance with generally accepted
auditing standards, the objective of which is the expression of an
opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our reviews, we are not aware of any material modifications
that should be made to the accompanying financial statements in order
for them to be in conformity with generally accepted accounting
principles.
We have previously audited, in accordance with generally accepted
auditing standards, the balance sheet of United Mortgage Trust as of
December 31, 1999 and the related statements of earnings and cash flows
for the year then ended (not presented separately herein), and in our
report dated February 15, 2000, we expressed an unqualified opinion on
those financial statements. In our opinion, the information set forth
in the accompanying balance sheet as of June 30, 2000, is fairly
stated, in all material respects, in relation to the balance sheet from
which it has been derived.
Jackson & Rhodes P.C.
Dallas, Texas
August 9, 2000
12
</TABLE>
