<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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, 1997
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: 1-13485
AMERICAN RESIDENTIAL INVESTMENT TRUST, INC.
(Exact name of Registrant as specified in its Charter)
Maryland 430-69111
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number
445 Marine View Avenue, Suite 230
Del Mar, California 92014
(Address of principal executive offices) Zip Code
Registrant's telephone number, including area code (619) 350-5000
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the Registrant (1) has filed all documents and
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 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 [ ] NO [X]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the last practicable date.
Common Stock ($.01 par value) 8,114,000 as of December 11, 1997
<PAGE> 2
INDEX
<TABLE>
<CAPTION>
Page
----
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets at September 30, 1997 and June 30, 1997 1
Statements of Operations for the three months ended September 30, 1997 and for
the period February 11, 1997 (commencement of operations) through September 30,
1997 2
Statements of Cash Flows for the period February 11, 1997 (commencement of
operations) through September 30, 1997 3
Notes to Financial Statements 4
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations 7
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 14
Item 2. Changes in Securities and use of proceeds 14
Item 3. Defaults Upon Senior Securities 15
Item 4. Submission of Matters to a Vote of Security Holders 15
Item 5. Other Information 15
Item 6. Exhibits and Reports on Form 8-K 15
</TABLE>
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
AMERICAN RESIDENTIAL INVESTMENT TRUST, INC.
BALANCE SHEETS
(Dollars in thousands, except share data)
<TABLE>
<CAPTION>
September 30, 1997 June 30, 1997
--------- ---------
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 1,749 $ 127
Mortgage assets available-for-sale 228,601 228,620
Interest rate agreements 456 502
Accrued interest receivable 2,232 2,259
Other assets 152 10
--------- ---------
$ 233,190 $ 231,518
========= =========
LIABILITIES
Reverse repurchase agreements $ 209,706 $ 209,539
Accrued interest payable 1,606 1,088
Accrued expense and other liabilities 148 215
Management fee payable 242 73
--------- ---------
$ 211,702 $ 210,915
========= =========
STOCKHOLDERS' EQUITY
Common Stock, par value $.01 per share;
25,000,000 shares authorized; 1,614,000
shares issued and outstanding 16 16
Additional paid-in capital 20,149 20,149
Mortgage asset valuation allowance 804 --
Cumulative dividends declared (584) (146)
Retained earnings 1,103 584
--------- ---------
Total stockholders' equity 21,488 20,603
--------- ---------
$ 233,190 $ 231,518
========= =========
</TABLE>
See accompanying notes to financial statements.
1
<PAGE> 4
AMERICAN RESIDENTIAL INVESTMENT TRUST, INC.
STATEMENTS OF OPERATIONS
(Dollars in thousands, except share data)
<TABLE>
<CAPTION>
For the period
February 11, 1997
(commencement of
Three Months Ended operations) through
September 30, 1997 September 30, 1997
--------------------- ---------------------
<S> <C> <C>
Interest income:
Mortgage Assets $3,738 $7,227
Cash and investments 12 163
------ ------
3,750 7,390
Interest expense 3,061 5,977
------ ------
Net interest income 689 1,413
Other expenses:
Management fee 104 173
General and administrative expenses 66 137
------ ------
170 310
------ ------
Net income $ 519 $1,103
====== ======
Net income per share of Common Stock $ 0.31 $ 0.66
Dividends per share of Common Stock $ 0.27 $ 0.36
</TABLE>
See accompanying notes to financial statements.
2
<PAGE> 5
AMERICAN RESIDENTIAL INVESTMENT TRUST, INC.
STATEMENT OF CASH FLOWS
(Dollars in thousands)
<TABLE>
<CAPTION>
For the period
February 11, 1997
(commencement of
operations) through
September 30, 1997
---------
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 1,103
Adjustments to reconcile net income to net cash
provided by operating activities:
Amortization of premium on mortgage assets 1,000
Amortization of interest rate cap agreements 86
Increase in accrued interest receivable (2,232)
Increase in other assets (152)
Increase in accrued interest payable 1,606
Increase in accrued expenses 390
---------
Net cash provided by operating activities 1,801
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of Mortgage Assets available-for-sale (252,748)
Principal payments on Mortgage Assets available-for-sale 23,951
Purchase of interest rate cap agreements (542)
---------
Net cash provided by/used in investing activities (229,339)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings from reverse repurchase agreements 209,706
Net proceeds from stock issuance 20,165
Dividends paid (584)
---------
Net cash provided by financing activities 229,287
Net increase in cash and cash equivalents 1,749
Cash and cash equivalents at beginning of period --
---------
Cash and cash equivalents at end of period $ 1,749
=========
Supplemental Information
Interest Paid $ 4,371
=========
Non Cash Transactions:
Mortgage asset valuation allowance 804
</TABLE>
See accompanying notes to financial statements.
3
<PAGE> 6
AMERICAN RESIDENTIAL INVESTMENT TRUST, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1. BASIS OF FINANCIAL PRESENTATION AND ORGANIZATION
Basis of Financial Statement Presentation
The accompanying financial statements have been prepared in accordance
with Generally Accepted Accounting Principles ("GAAP") and with the instructions
to Form 10-Q promulgated under the Securities and Exchange Act of 1934.
Accordingly, they do not include all of the information and footnotes required
by GAAP for complete financial statements. In the opinion of the management, all
adjustments (consisting of normal recurring adjustments) considered necessary
for a fair presentation of the Company and its financial condition and results
of operations have been included. Operating results for the period from February
11, 1997 (commencement of operations) through September 30, 1997 are not
necessarily indicative of the results that may be expected for the period from
February 11, 1997 (commencement of operations) through December 31, 1997.
Organization
American Residential Investment Trust, Inc. (the "Company"), a newly
formed Maryland corporation, commenced operations on February 11, 1997. The
Company was financed through a private equity funding from its manager, Home
Asset Management Corp. (the "Manager"). The Company operates as a mortgage real
estate investment trust which will elect to be taxed as a real estate investment
trust ("REIT") for Federal income tax purposes. Electing to be taxed as a REIT
generally will allow the Company to pass through its income to its stockholders
without the payment of corporate level Federal income tax. The Company was
formed for the purpose of investing in residential, adjustable-rate,
mortgage-backed securities and mortgage loans (collectively, "Mortgage Assets").
The Company has developed tailored mortgage loan products for mortgage loans to
be originated by and acquired directly from correspondents. The Company finances
its acquisitions of Mortgage Assets with equity and secured borrowings.
NOTE 2. MORTGAGE ASSETS
At September 30, 1997, the Company's Mortgage Assets consisted of the
following mortgage participation certificates issued or guaranteed by Federal
government sponsored agencies available-for-sale:
4
<PAGE> 7
<TABLE>
<CAPTION>
Federal Home Federal Nation
Loan Mortgage Mortgage
Corporation Association Total
--------- --------- ---------
<S> <C> <C> <C>
(dollars in thousands)
Mortgage Securities available-for-sale, principal $ 124,343 $ 95,144 $ 219,487
Unamortized premium 4,435 3,875 8,310
--------- --------- ---------
Amortized cost 128,778 99,019 227,797
Gross unrealized gain 508 431 939
Gross unrealized loss (61) (74) (135)
========= ========= =========
Fair value $ 129,225 $ 99,376 $ 228,601
========= ========= =========
</TABLE>
At September 30, 1997, all investments in Mortgage Assets consisted of
interests in adjustable rate mortgage loans on residential properties. The
securitized interests in pools of adjustable rate mortgages from the Federal
Home Loan Mortgage Corporation and the Federal National Association are
guaranteed as to principal and interest. The original maturity is subject to
change based on the repayments of the underlying mortgage loans.
At September 30, 1997, the weighted average net coupon on the Mortgage
Assets was 7.91% per annum based on the amortized cost of the Mortgage Assets.
All Mortgage Assets have a repricing frequency of one year or less.
NOTE 3. STOCKHOLDERS' EQUITY
On February 11, 1997, the Company issued 1,614,000 shares of Common
Stock at a price of $12.50 per share. The Company received proceeds of
$20,165,000, net of issuance costs of $10,000.
On October 21, 1997, the Company declared a dividend of $519,000 or
$0.32 per common share. This dividend was paid on October 29, 1997 to holders of
record of Common Stock as of September 30, 1997. On July 17, 1997, the Company
declared a dividend of $438,000, or $0.27 per share of Common Stock. This
dividend was paid on July 17, 1997 to holders of record of Common Stock as of
June 30, 1997. On May 1, 1997, the Company declared a dividend of $146,000 or
$0.09 per share of Common Stock. This dividend was paid on May 1, 1997 to
holders of record of Common Stock as of March 31, 1997.
NOTE 4. STOCK SPLIT AND AUTHORIZED SHARES
On August 6, 1997, the Company authorized a 0.8-for-one reverse stock
split of all of the outstanding Common Stock. All references in the financial
statements to the number of shares, per share amounts and prices of the
Company's Common Stock have been retroactively restated to reflect the decreased
number of shares of Common Stock outstanding. On October 20, 1997, the Company
increased the number of total authorized shares of Capital Stock to 25,000,000
from 4,000,000. Under the articles of incorporation amended on October 20, 1997,
the Company is authorized to issue any class of capital stock, common stock or
preferred stock, up to the aggregate authorized
5
<PAGE> 8
amount of 25,000,000 shares, all of which has been initially designated as
Common Stock. All unissued shares may be reclassified by the Company's Board of
Directors as one or more series of preferred stock.
NOTE 5. SUBSEQUENT EVENT
In November 1997, the Company completed its initial public offering
("IPO") of 6,500,000 shares of Common Stock. The Company raised $89.7 million in
the IPO, net of $6.3 million underwriting discount and $1.5 million in other
offering expenses.
6
<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
The statements contained in this Report that are not purely historical
are forward looking statements, including statements regarding the Company's
expectations, hopes, beliefs, intentions or strategies regarding the future.
Statements which use the words "expects", "will", "may", "anticipates" and
"seeks" are forward looking statements. These forward looking statements,
including statements regarding changes in the Company's future income, are based
on information available to the Company on the date hereof, and the Company
assumes no obligation to update any such forward looking statement. It is
important to note that the Company's actual results could differ materially from
those in such forward looking statements. Among the factors that could cause
actual results to differ materially are the factors set forth below under the
heading "Business Risks". In particular, the Company's future income could be
affected by changes in interest rates, changes in levels of repayments, lack of
available Mortgage Assets which meet the Company's acquisition criteria, the
type of Mortgage Assets acquired by the Company and the credit characteristics
of the borrowers under mortgage loans acquired by the Company.
OVERVIEW
All of the Company's income to date has been interest income generated
from its Mortgage Assets and its cash balances (collectively, "earning assets").
The Company funds its acquisitions of earning assets with both its equity
capital and with borrowings. For that portion of the Company's earning assets
funded with equity capital ("equity-funded lending"), net interest income is
derived from the average yield on earning assets. Due to the adjustable-rate
nature of its earning assets, the Company expects that income from this source
will tend to increase as interest rates rise and will tend to decrease as
interest rates fall.
For that portion of the Company's earning assets funded with borrowings
("spread lending"), resulting net interest income is a function of the volume of
spread lending and the difference between the Company's average yield on earning
assets and the cost of borrowed funds and interest rate hedging agreements.
Income from spread lending may initially decrease following an increase in
interest rates and then, after a lag period, be restored to its former level as
earning assets yields adjust to market conditions. Income from spread lending
may likewise increase following a fall in interest rates, but then decrease as
earning assets yields adjust to the new market conditions after a lag period
The Company seeks to generate growth in net income in a variety of ways,
including through (i) issuing new Common Stock and increasing the size of the
earning assets when opportunities in the mortgage market are likely to allow
growth in net income per share of Common Stock, (ii) seeking to improve
productivity by increasing the size of the earning assets at a rate faster than
operating expenses increase, (iii) changing the mix of Mortgage Asset types
among the earning assets in an effort to improve returns, and (iv) increasing
the efficiency with which the Company uses its equity capital over time by
increasing the Company's use of debt when prudent and by
7
<PAGE> 10
issuing subordinated debt, preferred stock or other forms of debt and equity.
There can be no assurance, however, that the Company's efforts will be
successful or that the Company will increase or maintain its income level.
Results of Operations
For the quarter ended September 30, 1997, the Company generated net
income of approximately $519,000 and net income per share of Common Stock of
$0.31. From the commencement of operations on February 11, 1997 through
September 30, 1997, the Company generated net income of approximately $1.1
million and net income per share of Common Stock of $0.66. At September 30, 1997
the Company held Mortgage Assets that had a carrying value of approximately $229
million, including an $804,000 net unrealized gain recorded as of the period
end.
All Mortgage Assets held at September 30, 1997 were mortgage
participation certificates issued or guaranteed by the Federal National Mortgage
Association, the Federal Home Loan Mortgage Corporation or the Government
National Mortgage Association ("Agency Securities"). These Agency Securities
entitle the holder to receive a pass through of principal and interest payments
on the underlying pool of adjustable-rate mortgage loans, which are secured by
single family residences. While the Company expects that a substantial portion
of its Mortgage Assets will continue to be mortgage-backed securities, it
anticipates that it will increasingly invest in adjustable-rate mortgage loans,
including mortgage loans acquired on a bulk basis and mortgage loans made to
borrowers with credit ratings below conforming loan guidelines. These mortgage
loans will have higher levels of credit risk compared to the Agency Securities
held by the Company at September 30, 1997.
Net income for the Company increased 18% from approximately $438,000 for
the quarter ended June 30, 1997, to approximately $519,000 for the quarter ended
September 30, 1997. The growth in net income was directly attributable to an
increase in net interest income. Net interest income grew 21% between the
quarter ended June 30, 1997 and the quarter ended September 30, 1997, from
approximately $568,000 to approximately $689,000 respectively. This increase in
net interest income was partially offset by an increase in general and
administrative expenses. From the quarter ended June 30, 1997 to the quarter
ended September 30, 1997, general and administrative expenses increased from
approximately $130,000 to approximately $170,000.
The growth in net interest income between the quarters ended June 30,
1997 and September 30, 1997 was due to an increase in the Company's Mortgage
Assets during the second quarter. These Mortgage Assets generated interest
income for the entire quarter ended September 30, 1997 but only for part of the
quarter ended June 30, 1997. Similarly, the increase in general and
administrative expenses between the period ended June 30, 1997 and September 30,
1997 is the result of the Company's increased management fees which resulted
from the increase in the Company's Mortgage Assets.
The Company experienced higher than expected levels of repayments in the
quarter ended September 30, 1997. The annualized mortgage principal repayment
rate for the Company was 27% in the quarter ending September 30, 1997. Although
the level of repayments of the Company's Mortgage Assets is generally subject to
the same seasonal influences as the residential real estate industry as a whole,
with repayments
8
<PAGE> 11
generally being higher in the summer months and lower in the winter months, the
Company nevertheless anticipates that repayment rates may continue at high
levels for an indefinite period. There can be no assurance that the Company will
be able to achieve or maintain lower repayment rates or that repayment rates
will not increase. The Company's financial condition and results of operations
could be materially adversely affected if repayments continue at high levels.
See "Business Risks - Increased Levels of Mortgage Loan Repayments May Reduce
Operating Income."
Liquidity and Capital Resources
During the period from February 11, 1997 (commencement of operations)
through September 30, 1997, net cash provided by operating activities was $1.8
million Net cash provided by operating activities was negatively impacted by an
increase in accrued interest receivable. There were no Mortgage Assets held at
February 11, 1997 and, therefore, the total accrued interest receivables at
September 30, 1997 negatively affected cash. Net cash for the period was
positively affected by an increase in accrued interest payable.
Net cash used in investing activities for the period from February 11,
1997 (commencement of operations) through September 30, 1997 was $229.3 million.
Net cash used for the period was negatively affected by the purchase of Mortgage
Assets and positively affected by principal repayments.
For the period from February 11, 1997 (commencement of operations)
through September 30, 1997, net cash provided by financing activities was $229.3
million. Net cash provided was primarily affected by borrowings under reverse
repurchase agreements and net proceeds received from the issuance of Common
Stock in the Company's private placement or Common Stock in February 1997.
At September 30, 1997 the Company had uncommitted reverse repurchase
agreement facilities in place to provide over $500 million to finance
investments in Mortgage Assets. In addition, the Company has a line of credit
with one counter party to a reverse repurchase agreement. Pursuant to the line
of credit, the Company may borrow the lesser of $25 million and the outstanding
principal and interest receivable balance with the counter party, for a period
of up to 36 days at an interest rate equal to LIBOR plus 0.6%. The line of
credit has no set expiration date.
The Company completed an IPO of 6,500,000 shares of its Common Stock par
value $0.01 per share on November 3, 1997 at an initial offering price of $15.00
per share. The Company raised $89.7 million in the Offering, net of $6.3 million
underwriting discount and $1.5 million in other offering expenses. If the
Company's cash resources are insufficient to satisfy the Company's liquidity
requirements, the Company may be required to sell additional equity or debt
securities. There is no assurance that such financing will be available to the
Company on favorable terms, or at all.
9
<PAGE> 12
BUSINESS RISKS
Sudden Interest Rate Fluctuations May Reduce Income From Operations
Substantially all of the Company's Mortgage Assets will have a repricing
frequency of two years or less, and substantially all of the Company's
borrowings will have maturities of six months or less. The interest rates on the
Company's borrowings may be based on interest rate indices, which are different
from, and adjust more rapidly than, the interest rate indices of its related
Mortgage Assets. Consequently, changes in interest rates may significantly
influence the Company's net interest income. While increases in interest rates
will generally increase the yields on the Company's adjustable-rate Mortgage
Assets, rising rates will also increase the cost of borrowings by the Company.
To the extent such costs rise more rapidly than the yields on such Mortgage
Assets, the Company's net interest income will be reduced or net interest loss
may result.
Adjustable-rate Mortgage Assets are typically subject to periodic and
lifetime interest rate caps, which limit the amount an adjustable-rate Mortgage
Asset interest rate can change during any given period. The Company's borrowings
will not be subject to similar restrictions. Hence, in a period of increasing
interest rates, the cost of the Company's' borrowings could increase without
limitation by caps while the yields on the Company's Mortgage Assets could be
limited. Further, some adjustable-rate Mortgage Assets may be subject to
periodic payment caps that result in some portion of the interest being deferred
and added to the principal outstanding. This could result in receipt by the
Company of a lesser amount of cash income on its adjustable-rate Mortgage Assets
than is required to pay interest on the related borrowings, which will not have
such payment caps. These factors could lower the Company's net interest income
or cause a net interest loss during periods of rising interest rates, which
would negatively impact the Company's financial condition and results of
operations.
Increased Levels of Mortgage Loan Repayments May Reduce Operating Income
Repayments of Mortgage Assets could adversely affect the Company's
results of operations in several ways. The Company anticipates that a portion of
the adjustable-rate Mortgage Assets to be acquired by the Company may bear
initial "teaser" interest rates, which are lower than their "fully-indexed"
rates (the applicable index plus a margin). In the event that such an
adjustable-rate Mortgage Asset is prepaid prior to or soon after the time of
adjustment to a fully-indexed rate, the Company will have held the Mortgage
Asset during its least profitable period and lost the opportunity to receive
interest at the fully-indexed rate over the expected life of the adjustable-rate
Mortgage Asset. In addition, the repayment of any Mortgage that had been
purchased with a premium by the Company would result in the immediate write-off
of any remaining capitalized premium amount and consequent reduction of the
Company's net interest income by such amount. Finally, in the event that the
Company is unable to acquire new Mortgage Assets to replace the prepaid Mortgage
Assets, the Company's financial condition and results of operations could be
materially adversely affected.
Mortgage Assets repayment rates generally increase when new mortgage
loans interest rates fall below the interest rates on the adjustable-rate
Mortgage Assets.
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<PAGE> 13
Repayment experience also may be affected by the geographic location of the
property securing the adjustable-rate Mortgage Assets, the assumability of the
adjustable-rate Mortgage Assets, the ability of the borrower to obtain or
convert to a fixed-rate mortgage loan, conditions in the housing and financial
markets and general economic conditions. The level of repayments generally is
also subject to the same seasonal influences as the residential real estate
industry with repayment rates generally being highest in the summer months and
lowest in the winter months. However, the Company experienced higher than
expected levels of repayments during the two quarters ended September 30, 1997
and thereafter, and the Company anticipates that repayment rates are likely to
continue at high levels for an indefinite period. There can be no assurance that
the Company will be able to achieve or maintain lower repayment rates.
Accordingly, the Company's financial condition and results of operations could
be materially adversely affected.
It is expected that mortgage loans acquired by the Company may contain
provisions restricting repayments of such mortgage loans and require a charge in
connection with the repayment thereof. Such repayment restrictions can, but do
not necessarily, provide a deterrent to repayments. Repayment charges may be in
an amount, which is less than the figure, which would fully compensate the
Company for a lower yield upon reinvestment of the repayment proceeds.
Material Portion of Offering Proceeds Not Committed to Specific Mortgage Assets;
Inability to Acquire Mortgage Assets
The Company may acquire Mortgage Assets with geographic, issuer,
industry and other types of concentrations. Accordingly, a significant portion
of the Company's Mortgage Assets may be subject to the risks associated with a
single type of occurrence. In the event of such an occurrence, the adverse
effects on the Company's results of operations will be significantly greater
than if the Company's Mortgage Assets were diversified with respect to such
factors.
Further, the Company is not prohibited from acquiring residual interests
issued by REMICs, subordinate interests in Mortgage Securities, interest-only
Mortgage Securities or sub-prime mortgage loans, it is not prohibited from doing
so under the terms of its Capital Policy. Investments in these types of Mortgage
Assets are highly speculative, and, accordingly, the risk of loss associated
with investments in these types of Mortgage Assets is substantially greater than
the risk of loss associated with the Mortgage Assets which the Company currently
has invested in. Any investment in such high risk Mortgage Assets could
materially adversely affect the Company's financial condition and results of
operations.
The Company's net interest income will depend, in large part, on the
Company's ability to acquire Mortgage Assets on acceptable terms and at
favorable spreads over the Company's borrowing costs. As a result of the IPO,
the Company will seek to acquire approximately $750 million to $1.1 billion or
more of additional Mortgage Assets. There can be no assurance that the Company
will be able to acquire sufficient Mortgage Assets at spreads above the
Company's cost of funds. In acquiring Mortgage Assets, the Company will compete
with numerous investment banking firms, savings and loan associations, banks,
mortgage bankers, insurance companies, mutual funds, other lenders,
11
<PAGE> 14
federal government sponsored agencies such as FHLMC, FNMA and GNMA, and other
entities purchasing Mortgage Assets, many of which have greater financial
resources than the Company. In addition, there are several REITs similar to the
Company and others may be organized in the future. The effect of the existence
of additional REITs may be to increase competition for the available supply of
Mortgage Assets suitable for purchase by the Company. As it relates to the
Direct Purchase Program, the Company competes on the basis of product type. The
Company will face competition from others already established in these markets.
There can be no assurance that the Company will be able to successfully compete
with its competition.
The availability of mortgage loans meeting the Company's criteria is
dependent upon, among other things, the size of and level of activity in the
residential real estate market and, in particular, the demand for nonconforming
mortgage loans. The size and level of activity in the residential real estate
lending market depends on various factors, including the level of interest
rates, regional and national economic conditions and inflation and deflation in
residential property values. To the extent that the Company is unable to acquire
a sufficient amount of mortgage loans meetings its criteria, the Company's
results of operations will be materially adversely affected.
Borrower Credit May Decrease Value of Mortgage Loans
The Company expects that a portion of its Mortgage Assets will consist
of mortgage loans. Accordingly, during the time it holds mortgage loans, the
Company will be subject to increased credit risks, including risks of borrower
defaults and bankruptcies and special hazard losses that are not covered by
standard hazard insurance (such as those occurring from earthquakes or floods).
In the event of a default on any mortgage loan held by the Company, the Company
will bear the risk of loss of principal to the extent of any deficiency between
the value of the secured property, and the amount owing on the mortgage loan,
less any payments from an insurer or guarantor. Defaulted mortgage loans will
also cease to be eligible collateral for borrowings, and will have to be
financed by the Company out of other funds until ultimately liquidated. Although
the Company intends to establish an allowance for mortgage loans losses in
amounts adequate to cover these risks, in view of its limited operating history
and lack of experience to date with the Direct Purchase Program or mortgage
loans acquired in bulk, there can be no assurance that any allowance for
mortgage loan losses which are established will be sufficient to offset losses
on mortgage loans in the future.
Even assuming that properties secured by the mortgage loans held by the
Company provide adequate security for such mortgage loans, substantial delays
could be encountered in connection with the foreclosure of defaulted mortgage
loans, with corresponding delays in the receipt of related proceeds by the
Company. State and local statutes and rules may delay or prevent the Company's
foreclosure on or sale of the mortgaged property and may prevent the Company
from receiving net proceeds sufficient to repay all amounts due on the related
mortgage loan. In addition, the Company's servicing agent may be entitled to
receive all expenses reasonably incurred in attempting to recover amounts due
and not yet repaid on liquidated mortgage loans, thereby reducing amounts
available to the Company. Some properties which will collateralize the Company's
mortgage loans may have unique characteristics or may be subject to
12
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seasonal factors which could materially prolong the time period required to
resell such properties.
13
<PAGE> 16
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
At September 30, 1997, there were no pending legal proceedings to which
the Company was a party or of which any of its property was subject.
Item 2. Changes in Securities and Use of Proceeds
The following information is being provided in accordance with Rule 463
promulgated under the Securities Act of 1933, as amended (the
"Securities Act") and Item 701 of Regulation S-K under the Securities
Act.
The Company registered 7,475,000 shares of Common Stock, par value $0.01
(the "Shares") on registration statement No. 333-33679 which was
declared effective on October 7, 1997 (the "Offering"). 6,500,000 shares
were sold on October 29, 1997. The Offering terminated prior to the sale
of the remaining 975,000 Shares which were subject to an over-allotment
option.
The co-managing underwriters of the Offering were PaineWebber
Incorporated, Oppenheimer & Co., Inc., EVEREN Securities, Inc. and Sutro
& Co. Incorporated.
The Company registered 7,475,000 Shares with an aggregate offering price
of $112,125,000 (or $15.00 per share) and sold 6,500,000 Shares at an
aggregate offering price of $97,500,000.
No proceeds were received, or expenses related to the Offering paid, by
the Company through September 30, 1997. Through November 30, 1997, the
Company incurred the following expenses in connection with the Offering:
<TABLE>
<S> <C>
Underwriting discounts and commissions $ 6,337,500
Expenses paid to underwriters 487,500
Other expenses (audit, legal, etc.) * 1,012,500
------------
Total expenses * 7,837,500
============
</TABLE>
*estimated
The net offering proceeds to the Company after deducting the total
expenses estimated above were $ 89,662,500.
14
<PAGE> 17
The Company's use of Net Proceeds through November 30, 1997 was as
follows:
Acquisition of Mortgage Securities $ 14,000,000
Repayment of indebtedness 75,662,500
-------------
Total $ 89,662,500
=============
No amounts paid as expenses or pursuant to the use of proceeds described
above were paid directly or indirectly to directors or officers of the
Company or their associates; to persons owning ten percent (10%) or more
of the Company's Common Stock; or to affiliates of the Company.
The Company's use of proceeds through November 30, 1997 substantially
conformed to the intended use of proceeds described in the Company's
prospectus related to the Offering. The Company's intended use of
proceeds as stated in its prospectus was the acquisition of Mortgage
Assets and for working capital purposes. Although the Company has used a
substantial portion of the proceeds to repay debt, the debt repaid was
debt incurred to acquire Mortgage Assets. Because those Mortgage Assets
are now funded with equity capital, the Company may use such Mortgage
Assets to help finance the acquisition of additional Mortgage Assets
funded with debt. Accordingly, the Company anticipates that the
repayment of debt is temporary.
Item 3. Defaults Upon Senior Securities
Not applicable
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K:
(a) Exhibits
11 Statement Regarding Computation of Earnings Per Share
(b) Reports on Form 8-K
The Registrant has not filed a Form 8-K during the period covered
by the Form 10-Q.
15
<PAGE> 18
SIGNATURES
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 thereunto duly authorized.
AMERICAN RESIDENTIAL INVESTMENT TRUST, INC.
Dated: December 12, 1997 By: /s/ Mark A. Conger
-------------------------------
Mark A. Conger,
Executive Vice President
Chief Financial Officer
16
<PAGE> 1
Exhibit 11 Statement Regarding Computation of Earnings per Share
AMERICAN RESIDENTIAL INVESTMENT TRUST, INC.
Statement Regarding Computation of Earnings per Share
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
For the period from
February 11, 1997
For the Three Months (commencement of operations)
Ended September 30, 1997 through September 30, 1997
------ ------
<S> <C> <C>
Net income $ 519 $1,103
------ ------
Average number of shares outstanding 1,614 1,614
Net effect of dilutive stock options-
Based on treasury stock method using
Average market price 53 53
------ ------
Total average shares 1,667 1,667
------ ------
Net income per share $ 0.31 $ 0.66
------ ------
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
SEPTEMBER 30, 1997 FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 1,749
<SECURITIES> 228,601
<RECEIVABLES> 2,840
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 233,190
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 233,190
<CURRENT-LIABILITIES> 211,702
<BONDS> 0
0
0
<COMMON> 16
<OTHER-SE> 21,472
<TOTAL-LIABILITY-AND-EQUITY> 233,190
<SALES> 0
<TOTAL-REVENUES> 7,390
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 310
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,977
<INCOME-PRETAX> 1,103
<INCOME-TAX> 0
<INCOME-CONTINUING> 1,103
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,103
<EPS-PRIMARY> 0.66
<EPS-DILUTED> 0.00
</TABLE>
