<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: March 31, 2000
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 33-0741174
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
445 Marine View Avenue, Suite 230
Del Mar, California 92014
(Address of principal executive offices) (Zip Code)
(858) 350-5000
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such 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.
[X] YES [ ] NO
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common Stock ($0.01) 8,055,500 as of April 10, 2000
<PAGE> 2
INDEX
<TABLE>
<CAPTION>
Page
----
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Consolidated Balance Sheets at March 31, 2000 and December 31, 1999 1
Consolidated Statements of Operations and Comprehensive Income for the quarters
ended March 31, 2000 and March 31, 1999 2
Consolidated Statements of Cash Flows for the quarters ended March 31, 2000 and
March 31, 1999 3
Notes to Consolidated Financial Statements 5
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 9
Item 3. Quantitative and Qualitative Disclosures about Market Risk 14
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 14
Item 4. Submission of Matters to a Vote of Security Holders 14
Item 5. Other Information 14
Item 6. Exhibits and Reports on Form 8-K 14
</TABLE>
<PAGE> 3
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
American Residential Investment Trust, Inc. and Subsidiaries
Consolidated Balance Sheets
(in thousands, except share and per share data)
ASSETS
<TABLE>
<CAPTION>
March 31, 2000 December 31, 1999
-------------- -----------------
(unaudited)
<S> <C> <C>
Cash and cash equivalents $ 14,173 $ 8,550
Mortgage loans held-for-investment, net, pledged 60,340 126,216
Bond collateral, mortgage loans, net 1,051,117 1,153,731
Bond collateral, real estate owned 6,005 5,187
Retained interest in securitization 5,770 6,610
Interest rate cap agreements 1,369 1,556
Accrued interest receivable, net 8,368 9,665
Due from affiliate 694 394
Investment in American Residential Holdings, Inc. 881 881
Other assets 311 552
----------- -----------
$ 1,149,028 $ 1,313,342
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Short-term debt $ 63,139 $ 119,003
Long-term debt, net 996,005 1,103,258
Accrued interest payable 692 619
Due to affiliate 625 597
Accrued expenses and other liabilities 88 176
Management fees payable 722 418
Accrued dividends -- 2,417
----------- -----------
Total liabilities 1,061,271 1,226,488
Stockholders' Equity:
Preferred stock, par value $0.01 per share; 1,000 shares
authorized; no shares issued and outstanding -- --
Common stock, par value $0.01 per share; 25,000,000 shares
authorized; 8,055,500 shares issued and outstanding 81 81
Additional paid-in-capital 109,271 109,271
Accumulated other comprehensive loss (3,100) (2,500)
Accumulated deficit (18,495) (19,998)
----------- -----------
Total stockholders' equity 87,757 86,854
----------- -----------
$ 1,149,028 $ 1,313,342
=========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
1
<PAGE> 4
American Residential Investment Trust, Inc. and Subsidiaries
Consolidated Statements of Operations and Comprehensive Income, unaudited
(in thousands, except per share data)
<TABLE>
<CAPTION>
For the For the
Quarter ended Quarter ended
March 31, 2000 March 31, 1999
-------------- --------------
<S> <C> <C>
Interest income:
Mortgage assets $ 25,029 $ 14,384
Cash and cash equivalents and investments 180 400
Interest rate cap and floor agreement expense (139) (598)
-------- --------
Total interest income 25,070 14,186
Interest expense 18,856 8,043
-------- --------
Net interest spread 6,214 6,143
Premium amortization 3,438 3,715
-------- --------
Net interest income 2,776 2,428
Provision for loan losses 402 950
-------- --------
Net interest income after provision for loan losses 2,374 1,478
-------- --------
Other operating income:
Management fee income 111 102
Equity in income of American Residential
Holdings, Inc. -- 104
Prepayment penalty income 936 720
-------- --------
Total other operating income 1,047 926
-------- --------
Net operating income 3,421 2,404
Other expenses:
Loss on sale of real estate owned, net 298 --
Management fees 1,093 632
General and administrative expenses 527 158
-------- --------
Total other expenses 1,918 790
-------- --------
Net income 1,503 1,614
-------- --------
Other comprehensive income
Unrealized holding gains (losses) (600) 42
-------- --------
Unrealized holding gains (losses) arising during the period (600) 42
-------- --------
Comprehensive income $ 903 $ 1,656
======== ========
Net income per share of common stock-basic and diluted $ 0.19 $ 0.20
Dividends per share of common stock for the related period $ 0.20 $ 0.20
</TABLE>
See accompanying notes to consolidated financial statements.
2
<PAGE> 5
American Residential Investment Trust, Inc. and Subsidiaries
Consolidated Statements of Cash Flows, unaudited
(in thousands)
<TABLE>
<CAPTION> For The For The
Quarter Ended Quarter Ended
March 31, 2000 March 31, 1999
-------------- --------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 1,503 $ 1,614
Adjustments to reconcile net income to net cash provided
by operating activities:
Amortization of mortgage assets premiums 3,438 3,715
Amortization of interest rate cap agreements 178 184
Amortization of CMO capitalized costs 193 35
Amortization of CMO premium (39) (40)
Provision for loan losses 402 950
Equity in income of American Residential Holdings, Inc. -- (104)
(Increase) decrease in deposits to over-collateralization account 240 (847)
Loss on sale of real estate owned 298 --
(Increase) decrease in accrued interest receivable 1,708 (299)
(Increase) decrease in other assets 241 (274)
Increase in due from affiliate (300) (567)
Increase in accrued interest payable 73 247
Increase in accrued expenses and management fees payable 216 565
Increase (decrease) in due to affiliate 28 (12)
--------- --------
Net cash provided by operating activities 8,179 5,167
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of mortgage loans held-for-investment (622) (77,522)
Sale of mortgage loans held-for-investment 65,570 --
Purchase of interest rate cap agreements 9 --
Principal payments on mortgage securities available-for-sale -- 2,811
Principal payments on mortgage loans held-for-investment 1,059 6,798
Principal payments on bond collateral 95,451 44,477
Proceeds from sale of real estate owned 1,665 --
--------- --------
Net cash provided by (used in) investing activities 163,132 (23,436)
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase (decrease) in net borrowings from short-term debt (55,864) 64,385
Increase in capitalized costs -- (21)
Dividends paid (2,417) (1,208)
Payments on long-term debt (107,407) (44,674)
--------- --------
Net cash provided by (used in) financing activities (165,688) 18,482
Net increase in cash and cash equivalents 5,623 213
Cash and cash equivalents at beginning of period 8,550 34,645
--------- --------
Cash and cash equivalents at end of period $ 14,173 $ 34,858
========= ========
</TABLE>
3
<PAGE> 6
American Residential Investment Trust, Inc. and Subsidiaries
Consolidated Statements of Cash Flows, unaudited
(in thousands)
<TABLE>
<CAPTION>
For the For the
Quarter Ended Quarter Ended
March 31, 2000 March 31, 1999
-------------- --------------
<S> <C> <C>
Supplemental information - interest paid $ 18,984 $ 7,826
========= ========
Non-cash transactions:
Transfers from bond collateral to real estate owned $ 3,192 $ 2,470
========= ========
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE> 7
AMERICAN RESIDENTIAL INVESTMENT TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES
Basis of Financial Statement Presentation
The interim financial statements included herein have been prepared by American
Residential Investment Trust, Inc., ("AmRIT") without audit, pursuant to the
rules and regulations of the Securities and Exchange Commission ("SEC"). Certain
information and footnote disclosures, normally included in financial statements
prepared in accordance with generally accepted accounting principles, have been
condensed or omitted pursuant to such SEC rules and regulations. These financial
statements should be read in conjunction with the audited financial statements
and notes thereto included in the Company's latest Annual Report. In the opinion
of management, all adjustments, including normal recurring adjustments necessary
to present fairly the consolidated financial position of the Company with
respect to the interim financial statements and the results of the operations
for the interim period ended March 31, 2000, have been included. Certain
reclassifications may have been made to interim period amounts to conform to the
current presentation. The results of operations for interim periods are not
necessarily indicative of results for the full year.
NOTE 2. INCOME PER SHARE
The following table illustrates the computation of basic and diluted earnings
per share (in thousands, except share and per share data):
<TABLE>
<CAPTION>
For the For the
Quarter ended Quarter ended
March 31, 2000 March 31, 1999
-------------- --------------
<S> <C> <C>
Numerator:
Numerator for basic income per share net earnings $ 1,503 $ 1,614
Denominator:
Denominator for basic income per share - weighted average
number of common shares outstanding during the period 8,055,500 8,055,500
Incremental common shares attributable to exercise of
outstanding options -- 273
--------- ----------
Denominator for diluted income per share 8,055,500 8,055,773
Basic and diluted income per share $ 0.19 $ 0.20
</TABLE>
At March 31, 2000 and 1999 there were 1,021,100 and 695,627, respectively, of
options that were antidilutive and, therefore, not included in the calculation
above.
5
<PAGE> 8
NOTE 3. MORTGAGE LOANS HELD FOR INVESTMENT, NET, PLEDGED
At March 31, 2000 and December 31, 1999, mortgage loans held for investment
consisted of the following (dollars in thousands):
<TABLE>
<CAPTION>
2000 1999
---- ----
<S> <C> <C>
Mortgage loans held-for-investment,
principal $ 58,217 $ 122,036
Unamortized premium 2,133 4,343
Allowance for loan losses (10) (163)
-------- ---------
$ 60,340 $ 126,216
======== =========
</TABLE>
On January 28, 2000, the Company sold $66.0 million in mortgage loans
held-for-investment back to the originator that sold these loans to the Company
during the fourth quarter of 1999. Certain irregularities were discovered during
the Company's routine post-funding quality control review related to
underwriting compliance and loan documents. The buyback was pursuant to certain
representations and warranty obligations of the originator related to
underwriting criteria and regulatory compliance.
NOTE 4. BOND COLLATERAL, MORTGAGE LOANS
AmRIT has pledged mortgage loans as collateral in order to secure
long-term-debt. Bond collateral consists primarily of adjustable-rate,
conventional, 30-year mortgage loans secured by first liens on one- to
four-family residential properties. All bond collateral is pledged to secure
repayment of the related long-term-debt obligation. All principal and interest
(less servicing and related fees) on the bond collateral is remitted to a
trustee and is available for payment on the long-term-debt obligation. The
obligations under the long-term-debt are payable solely from the bond collateral
and are otherwise non-recourse to AmRIT.
The components of the bond collateral at March 31, 2000 and December 31, 1999
are summarized as follows (dollars in thousands):
<TABLE>
<CAPTION>
CMO/REMIC CMO CMO CMO/FASIT
1999-A 1999-2 1999-1 1998-1 TOTAL
SECURITIZATION SECURITIZATION SECURITIZATION SECURITIZATION BOND COLLATERAL
-------------- -------------- -------------- -------------- ---------------
<S> <C> <C> <C> <C> <C>
AT MARCH 31, 2000
Mortgage loans $ 303,300 $ 371,008 $ 186,365 $ 156,766 $ 1,017,439
Unamoritized premium 11,594 13,737 7,989 4,674 37,994
Allowance for loan losses (296) (221) (1,710) (2,089) (4,316)
--------- --------- --------- --------- -----------
$ 314,598 $ 384,524 $ 192,644 $ 159,351 $ 1,051,117
========= ========= ========= ========= ===========
Weighted average net coupon 9.43% 9.01% 9.01% 10.64% 9.39%
Unamortized premiums as a
percent of mortgage loans 3.82% 3.70% 4.29% 2.98% 3.73%
AT DECEMBER 31, 1999
Mortgage loans $ 319,606 $ 385,795 $ 200,884 $ 210,584 $ 1,116,869
Unamoritized premium 12,227 14,284 8,622 6,279 41,412
Allowance for loan losses (298) (332) (1,443) (2,477) (4,550)
--------- --------- --------- --------- -----------
$ 331,535 $ 399,747 $ 208,063 $ 214,386 $ 1,153,731
========= ========= ========= ========= ===========
Weighted average net coupon 9.39% 9.03% 8.91% 10.15% 9.32%
Unamortized premiums as a
percent of mortgage loans 3.83% 3.70% 4.29% 2.98% 3.71%
</TABLE>
6
<PAGE> 9
At March 31, 2000 and December 31, 1999, approximately 33% and 38%, respectively
of the collateral was located in California for the CMO/FASIT 1998-1 and no
other state represented more than 7% and 8%, respectively. At March 31, 2000 and
December 31, 1999, approximately 38% of the collateral was located in California
for the CMO 1999-1 and no other state represented more than 6% and 7%,
respectively. At March 31, 2000 and December 31, 1999, approximately 21% of the
collateral was located in California for the CMO 1999-2 and no other state
represented more than 7%. At March 31, 2000 and December 31, 1999, approximately
12% and 13%, respectively of the collateral was located in Michigan for the
CMO/REMIC 1999-A and no other state represented more than 10%.
Impaired loans included in the Company's bond collateral, mortgage loans as of
March 31, 2000 and December 31, 1999 were approximately $47.1 million and $37.5
million, respectively. At March 31, 2000 and December 31, 1999, the allowance
related to these loans was approximately $4.3 million and $4.6 million,
respectively.
NOTE 5. BOND COLLATERAL, REAL ESTATE OWNED
The Company owned 83 properties and 68 properties as of March 31, 2000 and
December 31, 1999, respectively. Upon transfer of the loans to real estate
owned, the Company recorded a corresponding charge against the allowance for
loan losses to write-down the real estate owned to fair value less estimated
cost of disposal. At March 31, 2000 and December 31, 1999 real estate owned
totaled approximately $6.0 million and $5.2 million, respectively.
NOTE 6. INTEREST RATE CAP AGREEMENTS
The amortized cost of the Company's interest rate agreements was $1.4 million
net of accumulated amortization of $1.3 million, and $1.6 million net of
accumulated amortization of $1.1 million at March 31, 2000 and December 31,
1999, respectively.
NOTE 7. SHORT-TERM DEBT
At March 31, 2000 and December 31, 1999, the Company had approximately $57.2
million and $119.0 million, respectively of mortgage loans reverse repurchase
agreements outstanding with a weighted average borrowing rate of 6.64% and
6.05%, respectively. The highest month end balance and the average balance
outstanding for the quarter ended March 31, 2000 were approximately $57.6
million and $57.3 million, respectively. The highest month end balance and the
average balance outstanding during the quarter ended December 31, 1999 were
approximately $119.0 million and $50.5 million, respectively. The remaining
maturity was one day for both 2000 and 1999.
At March 31, 2000 and December 31, 1999, the mortgage loans reverse repurchase
agreements had the following characteristics (dollars in thousands):
7
<PAGE> 10
<TABLE>
<CAPTION>
March 31, 2000
------------------------------------------------
Repurchase Underlying Interest Rate
Liability Collateral (per annum)
---------- ---------- ------------
<S> <C> <C> <C>
Bear Stearns $ 57,216 $ 58,217 6.64%
-------- -------- ----
$ 57,216 $ 58,217 6.64%
======== ======== ====
</TABLE>
<TABLE>
<CAPTION>
December 31, 1999
------------------------------------------------
Repurchase Underlying Interest Rate
Liability Collateral (per annum)
---------- ---------- ------------
<S> <C> <C> <C>
Bear Stearns $ 119,003 $ 122,017 6.05%
--------- --------- ----
$ 119,003 $ 122,017 6.05%
========= ========= ====
</TABLE>
Additionally, in conjunction with the 1999-A securitization, Eagle 2 received
additional financing from Greenwich Capital Financial Products, Inc. ("GCFP").
The financing agreement was entered into on August 26, 1999 with a maturity date
of February 26, 2001. AmRIT has guaranteed the payment and performance when due
of all obligations of Eagle 2 to GCFP under the financing agreement. The
Investor Certificate for 1999-A is pledged as collateral for this debt. At March
31, 2000, the balance of the short-term debt was approximately $5.9 million. At
December 31, 1999, additional financing from GCFP was approximately $6.1 million
and classified as long-term debt.
NOTE 8. LONG-TERM DEBT, NET
The components of the long-term-debt at March 31, 2000 and December 31, 1999,
along with selected other information are summarized below (dollars in
thousands):
<TABLE>
<CAPTION>
CMO/REMIC CMO CMO CMO/FASIT
1999-A 1999-2 1999-1 1998-1 TOTAL
SECURITIZATION SECURITIZATION SECURITIZATION SECURITIZATION BOND COLLATERAL
-------------- -------------- -------------- -------------- ---------------
<S> <C> <C> <C> <C> <C>
AT MARCH 31, 2000
Long-Term debt $ 298,917 $ 361,637 $ 184,184 $ 154,213 $ 998,951
CMO premium, net -- -- -- 198 198
Capitalized costs on long-term debt (29) (1,616) (1,209) (290) (3,144)
--------- --------- --------- --------- -----------
Total Long-Term debt $ 298,888 $ 360,021 $ 182,975 $ 154,121 $ 996,005
========= ========= ========= ========= ===========
Weighted average financing rates 5.95% 6.36% 6.23% 6.35% 6.21%
AT DECEMBER 31, 1999
Long-Term debt $ 317,057 $ 376,855 $ 198,228 $ 208,120 $ 1,100,260
CMO premium, net -- -- -- 237 237
Capitalized costs on long-term debt (30) (1,679) (1,299) (329) (3,337)
--------- --------- --------- --------- -----------
Total Long-Term debt $ 317,027 $ 375,176 $ 196,929 $ 208,028 $ 1,097,160
========= ========= ========= ========= ===========
Weighted average financing rates 5.57% 6.11% 5.94% 5.98% 5.90%
</TABLE>
NOTE 9. SUBSEQUENT EVENTS
On April 20, 2000, the Company declared a $0.20 per share dividend payable on
May 10, 2000 to shareholders of record as of May 3, 2000.
8
<PAGE> 11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
The statements contained in this Form 10-Q 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", "seeks"
and derivatives of such words are forward looking statements. These forward
looking statements, including statements regarding changes in the Company's
future income, mortgage asset portfolio, financings, ways the Company may seek
to grow income, the Company's belief regarding future prepayment rates and the
effect on the Company's operations of changes in interest rates 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 under item 1 under the
heading "Business Risks". In particular, the Company's future income could be
affected by interest rate increases, high levels of prepayments, mortgage loan
defaults, reductions in the value of retained interest in securitizations, and
inability to acquire or finance new mortgage assets.
OVERVIEW
The Company's revenue primarily consists of interest income generated from its
mortgage assets and its cash and investment balances (collectively, "earning
assets"), management fees, and prepayment penalty income and income.
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 the majority 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, but only after the expiration of any initial
fixed teaser periods and then only periodically once or twice each year.
For that portion of the Company's earning assets funded with borrowings ("spread
lending"), the 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. Income from spread lending will decrease
following an increase in short term interest rates due to increases in borrowing
costs but a lag in adjustments to the earning asset yields. Yields on adjustable
rate loans generally adjust based on a short term interest rate index, but the
majority of the Company's earning assets are adjustable rate loans which are
subject to an initial fixed teaser period of two years, and then adjust
periodically every six months. Income from spread lending will generally
increase following a decrease in short-term interest rates due to decreases in
borrowing costs but a lag in adjustments to the earning asset yields. The
Company purchases interest rate cap agreements to partially offset the impacts
of significant increases in short-term interest rates and the loss of spread
income which occurs when borrowing rates (which generally adjust monthly)
increase more than earning asset yields (which generally adjust only after the
expiration of any fixed teaser periods and then only periodically, once or twice
a year).
The Company's primary expenses, beside its borrowing costs, are amortization of
loan purchase premiums, provision for loan losses, management and administrative
expenses and interest rate cap and floor agreement expenses. Premiums are
amortized over their estimated lives using the interest method. Management fees
and administrative costs are generally based on the size of the earning asset
portfolio, and to a lesser degree, the level of loan purchase activity. Interest
rate cap and floor agreement costs are based on size of the portfolio subject to
gap risk and the market prices for interest rate cap agreements.
The Company may seek to generate growth in net income in a variety of ways,
including through (i) improving productivity by increasing the size of the
earning assets , (ii) changing the mix of mortgage asset types among the earning
assets and lowering premiums paid in an effort to improve returns and reduce the
9
<PAGE> 12
Company's sensitivity to prepayments, (issuing new common stock and increasing
the size of the earning assets, and (iii) increasing the efficiency with which
the Company uses its equity capital over time by maintaining the Company's use
of debt when prudent and by 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 March 31, 2000, the Company generated net income of
approximately $1.5 million and net income per share of common stock diluted of
$0.19 compared to the quarter ended March 31, 1999 when the Company generated
net income of approximately $1.6 million and net income per share of common
stock diluted of $0.20.
The growth in mortgage asset interest income of $10.6 million to approximately
$25.1 million for the quarter ended March 31, 2000 from approximately $14.4
million for the quarter ended March 31, 1999 was primarily due to an increase in
the Company's mortgage assets held during the period, and higher asset yields
due to a change in the composition of mortgage assets. The increase in mortgage
asset interest income was offset by an increase of $10.8 million in interest
expense to approximately $18.9 million for the quarter ended March 31, 2000 from
approximately $8.0 million for the quarter ended March 31, 1999. Interest
expense was higher between the quarters ended March 31, 2000 and 1999 due to the
larger base of mortgage assets held by the Company and an increase in borrowing
rates. A majority of the Company's borrowing rates are based upon a spread over
the one-month London InterBank Offered Rate ("LIBOR"). LIBOR rates have steadily
increased over the last several months. These increases have closely
corresponded to increases in the Federal Funds rate as set by the Federal Open
Market Committee headed by Alan Greenspan. Based upon current market sentiment,
the Company expects its borrowing costs will continue to increase.
Net interest income increased $348,000 to approximately $2.8 million for the
quarter ended March 31, 2000 from approximately $2.4 million for the quarter
ended March 31, 1999 due to the increase in net interest spread and the
decrease in premium amortization. Premium amortization expense represents the
amortization of purchase premiums paid for mortgage loans acquired in excess of
the par value of the loans. Actual repayment rates (the amount of principal
repayments during a period compared to the beginning principal balance) are
applied to the remaining unamortized premium to calculate amortization expense.
Premium amortization expense was approximately $3.4 million for the quarter
ended March 31, 2000 and approximately $3.7 million for the quarter ended March
31, 1999. Lower premium amortization expense is due to a reduction in the
unamortized premium on the CMO/FASIT 1998-1 portfolio ($1.6 million for the
quarter ended March 31, 2000, compared to $3.3 million for the quarter ended
March 31, 1999), offset by higher amortization associated with the growth in the
size of the portfolio during the second half of 1999. The following chart
represents constant repayment rates ("CPRs"):
<TABLE>
<CAPTION>
CPR Rates
March 31, 2000
---------------------
Three
Lifetime Months
-------- ------
<S> <C> <C>
Bond collateral:
CMO/FASIT 1998-1 42.3% 61.9%
COM 1999-1 23.9% 33.9%
CMO 1999-2 13.3% 13.0%
CMO/REMIC 1999-A 16.5% 20.8%
</TABLE>
At March 31, 2000, unamortized premiums as a percentage of the remaining
principal amount of bond collateral, mortgage loans were 3.73%, as compared to
3.71% at December 31, 1999 and 8.31% at March 31, 1999. The chart below provides
a breakdown of prepayment coverage and the weighted average months remaining
until the next interest rate adjustment for each segment of the mortgage loan
portfolio:
10
<PAGE> 13
<TABLE>
<CAPTION>
As of March 31, 2000
(dollars in thousands)
-----------------------------------------------------------------------
Percentage Weighted Average Weighted Average
of Loans with Months Remaining Months Until
Principal Prepayment on Prepayment Initial Interest
Balance Penalties Coverage* Rate Adjustment
---------- ------------- ---------------- ----------------
<S> <C> <C> <C> <C>
Mortgage Loans Held-
for-Investment $ 58,217 83% 29 24
========== ===== ======= ========
Bond Collateral, Mortgage Loans:
CMO/FASIT 1998-1 $ 156,766 29% 15 0
COM 1999-1 186,365 72 15 7
CMO 1999-2 371,008 85 24 15
CMO/REMIC 1999-A 303,300 80 21 15
---------- ----- ------- --------
$1,017,439 72% 20 11
========== ===== ======= ========
</TABLE>
- ---------------------
* Prepayment coverage is the number of months remaining before the
prepayment clause in the mortgage loan contracts expire and borrowers
may prepay the loan without prepayment penalty charges.
Most of the intermediate adjustable rate mortgages in the CMO/FASIT segment of
the bond collateral portfolio have reached their first contractual interest rate
adjustment (increase) and prepayment penalties on these loans have expired,
resulting in a higher probability of refinancing and principal prepayments. The
Company anticipates that prepayment rates on the newer mortgage loans will
increase as these predominately adjustable rate loans reach their initial
adjustments or when prepayment penalty clauses expire. There can be no assurance
that the Company will be able to achieve or maintain lower prepayment rates, and
related premium amortization, or that prepayment rates will not increase.
Net interest income, after provision for loan losses, increased $896,000 from
approximately $1.5 million in income for the quarter March 31, 1999 to
approximately $2.4 million for the quarter ended March 31, 2000 due primarily to
lower premium amortization.
During the quarter ended March 31, 2000, other operating income increased
approximately $121,000 over the quarter ended March 31, 1999, primarily due an
increase of $216,000 in prepayment penalty income due to an increase in the size
of the mortgage loan portfolio and the proportion of loans with prepayment
penalties. This increase was offset by a decrease in equity in income of
American Residential Holdings, Inc. of approximately $104,000.
For the quarter ended March 31, 2000, other expenses increased approximately
$830,000 (excluding the loss on sale of real estate owned of approximately
$298,000 for the quarter ended March 31, 2000) over the quarter ended March 31,
1999. Management fees increased approximately $461,000 as a result of an
increase in the size of mortgage assets. General and administrative expenses
increased approximately $369,000 from the quarter ended March 31, 1999 to
quarter ended March 31, 2000.
Liquidity and Capital Resources
During the quarter ended March 31, 2000, net cash provided by operating
activities was approximately $8.2 million. The difference between net cash
provided by operating activities and the net income of approximately $1.5
million was primarily the result of amortization of mortgage asset premiums,
provision for loan losses and a decrease in accrued interest receivable. Both
amortization of mortgage premium and provisions for loan losses are non-cash
charges. Accrued interest receivable increased cash flow during the first
quarter of 2000 due to the mortgage asset portfolio decreasing by $168.5
million. Cash charges that decreased net cash provided by operating activities
primarily included an increase in due from affiliate. During the quarter ended
March 31, 1999, net cash provided by operating activities was approximately $5.2
million. The difference between net cash provided by operating activities and
the net income of
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<PAGE> 14
approximately $1.6 million was primarily the result of amortization of mortgage
asset premiums and provisions for loan losses. Both amortization of mortgage
premium and provisions for loan losses are non-cash charges. Cash charges that
decreased net cash provided by operating activities primarily included an
increase in due from affiliate and deposits to the over-collateralization
account.
Net cash provided by investing activities for the quarter ended March 31, 2000
was approximately $163.1 million. Net cash used for the quarter ended March 31,
2000 was positively affected by the sale of mortgage loans held-for-investment
of approximately $65.6 million, principal payments of approximately $96.5
million and proceeds from the sale of real estate owned of approximately $1.7
million. Net cash used in investing activities for the quarter ended March 31,
1999 was approximately $23.4 million, made up of approximately $77.5 million of
mortgage loans purchased, offset by principal payments of mortgage assets of
approximately $54.1 million.
For the quarter ended March 31, 2000, net cash used in financing activities was
approximately $165.7 million, primarily due to payments on long-term debt of
$107.4 million and payments on short-term debt of $55.9 million. For the quarter
ended March 31, 1999, net cash provided by financing activities was
approximately $18.5 million. Net cash provided by financing activities was
positively affected by the increase in net borrowings from short-term debt of
approximately $64.4 million. Net cash provided by financing activities was
negatively impacted by payments on long-term-debt of approximately $44.7 million
and dividends paid of approximately $1.2 million.
BUSINESS RISKS
INTEREST RATE INCREASES MAY REDUCE INCOME FROM OPERATIONS
The majority of the Company's mortgage loans have a repricing frequency of two
years or less, while substantially all of the Company's borrowings have a
repricing frequency of one month or less. Accordingly, 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 loans. Consequently, increases in (short-term) interest rates may
significantly influence the Company's net interest income. While increases in
short-term interest rates will increase the yields on a portion of the Company's
adjustable-rate mortgage loans, rising short-term rates will also increase the
cost of borrowings by the Company. To the extent such costs rise more than the
yields on such mortgage loans, the Company's net interest income will be reduced
or a net interest loss may result. The Company mitigates its `gap' risk by
purchasing interest rate hedges (referred to as `caps'), however potential
income from these hedges may only partially offset the adverse impact of rising
borrowing costs.
The value of retained interest in securitization could be adversely impacted by
increases in short-term interest rates which may negatively impact the Company's
financial condition and results of operations.
HIGH LEVELS OF MORTGAGE ASSET PREPAYMENTS WILL REDUCE OPERATING INCOME
The levels of prepayments of mortgage assets purchased with a premium by the
Company directly impacts the level of amortization of capitalized premiums.
Mortgage asset prepayment rates generally increase when new mortgage loan
interest rates fall below the current interest rates on mortgage loans.
Prepayment experience also may be affected by the expiration of prepayment
penalty clauses, the ability of the borrower to obtain a more favorable mortgage
loan, geographic location of the property securing the adjustable-rate mortgage
loans, the assumability of a mortgage loan, conditions in the housing and
financial markets and general economic conditions. The level of prepayments is
also subject to the same seasonal influences as the residential real estate
industry with prepayment rates generally being highest in the summer months and
lowest in the winter months. The Company experienced high levels of prepayments
during the first quarter of 2000 on its CMO/FASIT segment of its mortgage loan
portfolio due principally to the fact that the underlying adjustable-rate loans
were subject to their first initial interest rate adjustment (after being fixed
for the first two years), prepayment penalty clauses were expired and borrowers
were able to secure more favorable rates by
12
<PAGE> 15
refinancing. The Company anticipates that overall prepayment rates are likely to
continue at relatively high levels for an indefinite period on the CMO/FASIT
segment of the portfolio, and that prepayment rates will increase on the other
segments of the mortgage loan portfolio as the underlying loans are subject to
rate increases and prepayment penalties expire. There can be no assurance that
the Company will be able to achieve or maintain lower prepayment rates or that
prepayment penalty income will offset premium amortization expense. Accordingly,
the Company's financial condition and results of operations could be materially
adversely affected.
As of March 31, 2000 approximately 75% of the mortgage loan portfolio had
prepayment penalty clauses, with a weighted average of 20 months remaining
before prepayment penalties expire. Prepayment penalty clauses serve as a
deterrent to early prepayments and the penalties collected help to offset the
premium amortization expense. However, prepayment penalty fees may be in an
amount which is less than the figure which would fully compensate the Company
for its remaining capitalized premiums, and prepayment penalty provisions may
expire before the prepayment occurs.
BORROWER CREDIT MAY DECREASE VALUE OF MORTGAGE ASSETS
During the time the Company holds mortgage loans held-for-investment, bond
collateral or retained interest in securitizations it is subject to credit
risks, including risks of borrower defaults, 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 or mortgage underlying retained interest in
securitization, 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. Although the Company has established an allowance for mortgage loan
losses, there can be no assurance that any allowance for mortgage loan losses
which is established will be sufficient to offset losses on mortgage loans in
the future.
Credit risks associated with non-conforming mortgage loans, especially sub-prime
mortgage loans, may be greater than those associated with mortgage loans that
conform to Fannie Mae ("FNMA") and Freddie Mac ("FHLMC") guidelines. The
principal difference between sub-prime mortgage loans and conforming mortgage
loans typically include one or more of the following: worse credit and income
histories of the mortgagors, higher loan-to-value ratios, reduced or alternative
documentation required for approval of the mortgagors, different types of
properties securing the mortgage loans, higher loan sizes and the mortgagor's
non-owner occupancy status with respect to the mortgaged property. As a result
of these and other factors, the interest rates charged on non-conforming
mortgage loans are often higher than those charged for conforming mortgage
loans. The combination of different underwriting criteria and higher rates of
interest may lead to higher delinquency rates and/or credit losses for
non-conforming as compared to conforming mortgage loans and thus require high
loan loss allowances. All of the Company's mortgage loans at March 31, 2000 were
originated as sub-prime mortgage loans.
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 typically prevent the Company from
receiving net proceeds sufficient to repay all amounts due on the related
mortgage Loan.
Defaulted mortgage loans also cease to be eligible collateral for reverse
repurchase borrowings, and therefore have to be financed by the Company from
other funds until ultimately liquidated. The Company attempts to mitigate this
risk by utilizing long-term financing vehicles. At March 31, 2000, 5.40% of the
Company's borrowings for mortgage assets were in the form reverse repurchase
borrowings.
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<PAGE> 16
ACCUMULATION RISK ASSOCIATED WITH MORTGAGE LOANS HELD-FOR-INVESTMENT
At various points in time, the Company purchases and holds mortgage loans which
are primarily financed with short-term reverse repurchase agreements. Typically
mortgages are accumulated for one to six months and then securitized and
transferred into bond collateral. During the accumulation period the loans are
financed with short-term reverse repurchase agreements. Although the reverse
repurchase agreements are committed, lenders have the right to mark the mortgage
collateral to market and potentially increase the Company's cash equity
investment in the mortgage collateral. During periods of rising interest rates
or turbulent market conditions, the market value of these loans may be adversely
impacted. At March 31, 2000, there were 491 mortgage loans with a principal
balance of approximately $58.2 million being financed by short-term reverse
repurchase agreements.
INABILITY TO ACQUIRE MORTGAGE ASSETS
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. There can be no assurance that the Company
will be able to replenish the mortgage asset portfolio as prepayments occur. In
acquiring mortgage assets, the Company will compete with numerous other
financial institutions. The effect of the existence of these competitors may be
to increase competition for the available supply or price of mortgage assets
suitable for purchase by the Company. There can be no assurance that the Company
will be able to successfully compete with its competition.
To the extent that the Company is unable to fully invest in a sufficient amount
of mortgage loans meeting its criteria, the Company's results of operations will
be materially adversely affected.
The Company's ability to acquire mortgage assets is also dependent on the
availability of financing to fund these acquisitions.
Item 3. Quantitative and Qualitative Disclosures about Market Risk The
Company is exposed to a variety of risks including changes in interest
rates which offset the return of its investments and the cost of its
debt. At March 31, 2000, there have not been any material changes in
market risk as reported by the Company in its Annual Report on Form 10-K
for the year ended December 31, 1999.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K:
(a) Exhibits
14
<PAGE> 17
*3.1 Articles of Amendment and Restatement of the Registrant
*3.2 Amended and Restated Bylaws of the Registrant
27. Financial Data Schedule
* Incorporated by reference to Registration Statement on
Form S-11 (File No. 333-33679)
(b) Reports on Form 8-K
None
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: May 12, 2000 By: /s/ Judith A. Berry
-----------------------------------
Judith A. Berry,
Executive Vice President
Chief Financial Officer
16
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE MARCH
31, 2000 FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> MAR-31-2000
<CASH> 14,173
<SECURITIES> 1,115,784
<RECEIVABLES> 23,397
<ALLOWANCES> 4,326
<INVENTORY> 0
<CURRENT-ASSETS> 1,149,028
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,149,028
<CURRENT-LIABILITIES> 65,266
<BONDS> 996,005
0
0
<COMMON> 0
<OTHER-SE> 87,676
<TOTAL-LIABILITY-AND-EQUITY> 1,149,028
<SALES> 0
<TOTAL-REVENUES> 26,256
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<OTHER-EXPENSES> 5,495
<LOSS-PROVISION> 402
<INTEREST-EXPENSE> 18,856
<INCOME-PRETAX> 1,503
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<INCOME-CONTINUING> 1,503
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