SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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
[ ] 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 000-27081
AMERICAN HOME MORTGAGE HOLDINGS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 13-4066303
------------------------------- ------------------------------------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
12 EAST 49TH STREET, NEW YORK, NY 10017
---------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(212) 755-8600
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE
Common Stock, $0.01 par value NASDAQ National Market
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE
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. Yes [X] or No [ ].
As of March 31, 2000, 8,286,747 shares of the Registrant's Common
Stock, $.01 par value were outstanding.
<PAGE>
AMERICAN HOME MORTGAGE HOLDINGS, INC. AND SUBSIDIARY
QUARTER ENDED MARCH 31, 2000
INDEX
PART I-FINANCIAL INFORMATION
Item 1. Condensed Financial Statements
Consolidated Balance Sheets
Consolidated Statements of Income
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures about
Market Risk
PART II-OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
Item 6. Exhibits and Reports on Form 8-K
SIGNATURE
<PAGE>
ITEM 1.
FINANCIAL STATEMENTS
AMERICAN HOME MORTGAGE HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
--------------- -----------------
(Unaudited)
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 3,585,570 $ 3,414,017
Accounts receivable 9,102,327 7,102,546
Mortgage loans held for sale, net 69,802,179 65,115,356
Mortgage loans held for investment, net 153,057 153,534
Real estate owned 149,135 112,865
Mortgage servicing rights, net 33,356 34,470
Premises and equipment, net 3,523,426 3,419,693
Prepaid expenses and security deposits 1,855,209 2,034,234
Goodwill 4,441,318 4,497,537
--------------- -----------------
TOTAL ASSETS $ 92,645,577 $ 85,884,252
=============== =================
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES:
Warehouse lines of credit $ 62,508,843 $ 56,804,901
Drafts payable 1,193,749 3,313,686
Accrued expenses and other 7,620,024 5,262,997
Notes payable 1,947,578 1,947,578
Deferred income tax liability 532,025 532,025
--------------- -----------------
Total liabilities 73,802,219 67,861,187
--------------- -----------------
COMMITMENTS AND CONTINGENCIES -- --
MINORITY INTEREST (44,313) 23,372
STOCKHOLDERS' EQUITY:
Preferred stock $1.00 per share, 1,000,000 shares
authorized, none issued and outstanding -- --
Common stock, $.01 per share par value, 19,000,000
shares authorized, 8,286,747 issued and outstanding 82,534 82,534
Additional paid-in capital 17,226,018 17,249,390
Retained earnings 1,579,119 667,769
--------------- -----------------
Total stockholders equity 18,887,671 17,999,693
--------------- -----------------
TOTAL LIABILITIES AND STOCKHOLDERS
EQUITY $ 92,645,577 $ 85,884,252
=============== =================
</TABLE>
See Notes to Consolidated Financial Statements.
<PAGE>
AMERICAN HOME MORTGAGE HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
For the three months ended
March 31,
2000 1999
----------- -----------
<S> <C> <C>
REVENUES:
Gain on sale of mortgage loans $ 8,032,107 $ 5,190,518
Interest income, net 939,454 223,470
Other 495,971 244,065
----------- -----------
Total revenues 9,467,532 5,658,053
----------- -----------
EXPENSES:
Salaries, commissions and benefits, net 4,372,736 3,122,988
Marketing and promotion 444,866 429,187
Occupancy and equipment 1,076,178 474,804
Data processing and communications 507,597 268,821
Provision for loss -- 27,967
Other 1,548,161 577,163
----------- -----------
Total expenses 7,949,538 4,900,930
----------- -----------
INCOME BEFORE INCOME TAXES AND MINORITY INTEREST 1,517,994 757,123
INCOME TAXES 697,700 37,153
----------- -----------
INCOME BEFORE MINORITY INTEREST 820,294 719,970
MINORITY INTEREST IN INCOME OF CONSOLIDATED JOINT VENTURE (67,685) 13,089
----------- -----------
NET INCOME $ 887,979 $ 706,881
=========== ===========
Earnings per share - basic $ 0.11 $ 0.14
Earnings per share - diluted $ 0.11 $ 0.14
Weighted average number of shares - basic 8,286,747 4,999,900
=========== ===========
Weighted average number of shares - diluted 8,397,193 4,999,900
=========== ===========
Unaudited pro forma information:
Provision for pro forma income taxes 296,000
-----------
Pro forma earnings $ 410,881
===========
Pro forma basic and diluted earnings per share $ 0.05
===========
Pro forma weighted average number of shares - basic and diluted 7,500,000
===========
</TABLE>
See Notes to Consolidated Financial Statements.
<PAGE>
AMERICAN HOME MORTGAGE HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
For the three months ended
March 31,
2000 1999
------------- -------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES :
Net income $ 887,979 $ 706,881
Adjustments to reconcile net income to net cash (used in)
provided by operating activities:
Depreciation and amortization 285,916 79,943
Provision for loss -- 27,967
Origination of mortgage loans held for sale (467,918,463) (278,740,292)
Proceeds on sale of mortgage loans 463,225,245 284,853,209
Increase (decrease) in accrued expenses and other liabilities 2,357,027 (95,566)
(Increase) / decrease in:
Accounts receivable (1,993,387) 234,786
Mortgage servicing rights -- (200)
Prepaid expenses and security deposits 179,025 (54,616)
------------- -------------
Net cash provided by (used in) operating activities (2,976,658) 7,012,112
------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of real estate owned, net (36,270) --
Net purchases of loans held for investment -- (11,328)
Purchases of premises and equipment, net (332,316) (281,527)
Decrease in minority interest (67,685) (35,565)
------------- -------------
Net cash used in investing activities (436,271) (328,420)
------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Decrease in warehouse lines of credit 5,703,942 (6,789,234)
Decrease in drafts payable (2,119,937) --
Decrease in loans held for investment 477 --
Distributions -- (91,346)
------------- -------------
Net cash provided by (used in) financing activities 3,584,482 (6,880,580)
------------- -------------
NET INCREASE (DECREASE) IN CASH 171,553 (196,888)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 3,414,017 2,891,513
------------- -------------
CASH AND CASH EQUIVALENTS, END OF YEAR $ 3,585,570 $ 2,694,625
============= =============
SUPPLEMENTAL DISCLOSURE--CASH PAID FOR:
Interest $ 959,459 $ 570,101
Taxes 901,620 301,825
</TABLE>
See Notes to Consolidated Financial Statements.
<PAGE>
AMERICAN HOME MORTGAGE HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1-BASIS OF PRESENTATION
The accompanying unaudited interim consolidated financial statements of American
Home Mortgage Holdings, Inc. and its subsidiaries, American Home Mortgage Corp.
("American Home Mortgage") and Marina Mortgage Company, Inc. ("Marina")
(collectively the "Company") reflect all adjustments which, in the opinion of
management, are necessary for a fair presentation of the results of the interim
periods presented. All such adjustments are of a normal recurring nature. All
intercompany accounts and transactions have been eliminated. Operating results
for the three months ended March 31, 2000 are not necessarily indicative of the
results that may be expected for the full year ended December 31, 2000.
The unaudited interim consolidated financial statements should be read in
conjunction with the Company's audited consolidated financial statements and
notes thereto for the year ended December 31, 1999, included in the Company's
annual report on Form 10-K for the year then ended.
NOTE 2-INCOME TAXES
Prior to September 29, 1999, the Company was treated as an S corporation for
income tax purposes. Effective September 29, 1999, the Company changed its
income tax treatment to a C corporation. Income tax expense of approximately
$37,000 has been recorded for the quarter ending March 31, 1999. On a pro forma
basis income tax expense would have been approximately $309,000 for the quarter
ending March 31, 1999. Pro forma income tax provisions have been presented as if
the Company was taxable as a C corporation for Federal and state income tax
purposes for all periods presented.
The pro forma financial information has been presented to show the effect on the
historical results of operations of the Company had it been treated as a C
corporation for Federal and state income tax purposes as of the beginning of the
earliest period presented. The pro forma earnings per share has been presented
as if the shares issued at the time of the Offering were outstanding as of the
beginning of each period.
NOTE 3-EARNINGS PER SHARE
Basic earnings per share is based on the weighted average number of shares
outstanding and excludes the dilutive effect of common stock equivalents.
Diluted earnings per share is based on the weighted average number of shares
outstanding and includes the dilutive effect of common stock equivalents. There
was a de minimus dilutive effect as of March 31, 2000.
NOTE 4-INCORPORATION TRANSACTION
On June 15, 1999, the Company was formed to serve as a holding company for
American Home Mortgage. In conjunction with the closing of its Offering, all of
the issued and outstanding shares of stock of American Home Mortgage were
exchanged for 4,999,900 shares of the Company's Common Stock.
NOTE 5-PENDING ACQUISITION
On January 17, 2000, the Company entered into an agreement to acquire First Home
Mortgage Corp. ("First Home"), an Illinois corporation. Upon completion of the
acquisition, the shareholders of First Home will receive an aggregate of 489,760
shares of American Home's common stock and $3.6 million over a period of two
years. In addition, the shareholders of First Home may receive additional
consideration consisting of cash and shares of American Home's common stock
based on the future results of the financial performance of the First Home
division of the Company (please see the Company's current report on Form 8-K
filed with the Securities and Exchange Commission on February 1, 2000 for
further information). First Home is an independent mortgage lender based in
metropolitan Chicago. Formed in 1987, First Home originates primary residential
mortgage loans. It operates 21 branch offices in 4 states and employs
approximately 255 full time employees, including sales personnel. First Home is
qualified to originate loans in 23 states and has an application pending for
qualification in one state. At March 31, 2000, First Home had assets of $39.4
million. As of March 31, 2000, the Company has advanced funds to First Home
totaling $3.2 million. It is anticipated that this transaction will generate
goodwill of approximately $8.0 million to be amortized over 20 years.
The following table summarizes the required disclosures of the pro forma
combined entity, as if the merger occurred at the beginning of the period for
the quarter ended March 31, 2000:
Revenue....................................... $12,659,876
Income before income taxes.................... 1,077,496
Net income.................................... 592,596
Earnings per share - basic.................... $0.07
Earnings per share - diluted.................. $0.06
<PAGE>
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
GENERAL
The Company is a leading independent retail mortgage banking company primarily
engaged in the business of originating and selling residential mortgage loans.
The Company offers a broad array of residential mortgage products targeted
primarily to high-credit-quality borrowers over the Internet, as well as through
its 220 primarily commission-compensated loan originators. The Company operates
from 14 loan offices in the New York metropolitan area and five other eastern
states, 13 loan offices in California and one in Arizona. The Company operates
primarily as a mortgage banker, underwriting, funding and selling its loan
products to more than 45 different buyers. In January of 1999, the Company began
marketing its mortgage products over the Internet through its Internet site,
MORTGAGESELECT.COM. Mortgage products are originated online through arrangements
with a number of popular Web sites and through the Company's own Web site,
established in 1999.
Net income for the first quarter of 2000 totaled $888,000 or $0.11 per share on
a diluted basis, up from $411,000 or $0.05 per share on a pro forma basis in the
same period a year ago.
In the first quarter of 2000 loan originations totaled $499.9 million, up $209.8
million or 72.3% from a year ago. Originations from our MORTGAGESELECT.COM
Internet Web site totaled $82.9 million in the first quarter.
On December 30, 1999, American Home acquired Marina Mortgage Company, Inc., a
California corporation. Marina, now a wholly-owned subsidiary of American Home,
is a full service retail lender. Marina originates and purchases mortgage loans
for sale in the secondary mortgage market. It operates 13 branch offices in
California and one in Arizona and employs approximately 226 full time employees,
including 104 sales personnel.
<PAGE>
RESULTS OF OPERATIONS
The following table sets forth information derived from the Company's
Consolidated Statements of Income expressed as a percentage of total revenues:
For the three months ended
March 31,
2000 1999
---- ----
Revenues
Gain on sale of mortgage loans ................... 84.9% 91.7%
Interest income, net ............................. 9.9 4.0
Other ............................................ 5.3 4.3
----- -----
Total revenues ................................... 100.0 100.0
----- -----
Expenses
Salaries, commissions and benefits, net .......... 46.2 55.2
Marketing and promotion .......................... 4.7 7.6
Occupancy and equipment .......................... 11.4 8.4
Data processing and communications ............... 5.4 4.7
Provision for loss ............................... -- 0.5
Other ............................................ 16.3 10.2
----- -----
Total expenses ................................... 84.0 86.6
----- -----
Income before income taxes ....................... 16.0 13.4
Provision for income taxes ....................... 7.3 0.7
----- -----
Net income ....................................... 8.7% 12.7%
===== =====
Provision for pro forma income taxes ............. 5.2
=====
Pro forma net income ............................. 7.3%
=====
<PAGE>
THREE MONTHS ENDED MARCH 31, 2000 COMPARED TO THE THREE MONTHS ENDED
MARCH 31, 1999
REVENUES
Revenues for the first quarter of 2000 were $9.5 million in 2000 compared to
$5.7 million in 1999, an increase of 67.3%. The increase was a result of
increased gains on sale of mortgage loans, net interest income and volume
incentive bonuses.
Gain on sale increased by 54.7% to $8.0 million from $5.2 million a year
earlier, generally a result of an increase in loan volume, partially resulting
from the Marina acquisition. Loans sold in the first quarter of 2000 were $495.2
million compared to $296.3 million in the like quarter in 1999 (which amounts
include $32.0 million and $11.4 million of originations in which we acted as
broker, respectively).
Net interest income increased to $939,000 from $223,000 a year ago, an increase
of 324.9%. The improvement resulted from increased loan origination and from
more efficient cash management, including the implementation of sweep accounts,
which use existing cash balances overnight to reduce outstanding borrowings.
Other income was $496,000 for the quarter compared to $244,000 for the first
quarter of 1999. Other income primarily consists of volume incentive bonuses
received from loan purchasers. These bonus payments are earned and recognized
when the Company achieves volume targets specified in agreements with these
purchasers.
EXPENSES
Salaries, commissions and benefits increased by 40.0% to $4.4 million from $3.1
million from the 1999 first quarter. The increase was largely due to the
inclusion of Marina expenses following the acquisition and increased staffing
levels related to our MORTGAGESELECT.COM Internet Web site.
Marketing and promotion expenses totaled $445,000 in the current quarter, up
3.7% from the first quarter of 1999. Increased advertising expense in support of
retail operations accounted for the increase.
Occupancy and equipment costs increased by 126.7% to $1.1 million for the
current quarter from $475,000 in 1999. The increase in costs is reflective of
the acquisition of Marina and opening of new community loan offices and Internet
sites and greater depreciation charges as a result of the Company's increased
investments in computer networking.
Data processing and communications by increased by 88.8% to $508,000 from
$269,000 in the first quarter of 1999. The increase was a result of the Marina
acquisition and opening new office locations.
Other expenses increased by 168.2% to $1.5 million, from $577,000 in 1999. These
expenses which consist generally of office supplies, travel, professional fees
and insurance have increased as a result of the growth in our MORTGAGESELECT.COM
internet Web site, the acquisition of Marina, new office openings and higher
employment levels.
LIQUIDITY AND CAPITAL RESOURCES
To originate a mortgage loan, the Company draws against a syndicated warehouse
facility its subsidiary, American Home Mortgage Corp., has entered into with
First Union National Bank. The First Union warehouse facility was originally for
$60 million. First Union has agreed to increase this facility to $75 million
through May 31, 2000, and the Company is in negotiations to replace this
facility with a new $100 million warehouse facility that will be agented by
First Union. The Company expects to finalize an agreement with respect to the
new facility prior to May 31, 2000. The Company's existing warehouse facility is
secured by the mortgages it originates and certain of its other assets. Loans
under its warehouse facility bear interest at rates that vary depending on the
type of underlying loan, and these loans are subject to sublimits, advance rates
and terms that vary depending on the type of underlying loan and the ratio of
the Company's liabilities to its tangible net worth.
In addition to the First Union warehouse facility, the Company has purchase and
sale agreements with Fannie Mae, Greenwich Capital Financial Products, Inc.,
Prudential Securities Funding Corp. and Paine Webber Real Estate Securities,
Inc. Pursuant to these arrangements, the Company obtains commitments from the
ultimate buyer to purchase our loans. These loans are then sold together with
the commitment from the end investor to one of the four institutions above, who
subsequently take responsibility for consummating the final transaction. These
agreements allow the Company to accelerate the sale of mortgage loan inventory
resulting in a more effective use of the warehouse facility. The combined
capacity available under the Company's purchase and sale agreements is $168
million.
For the three months ended March 31, 2000, net cash provided by (used in)
operating, investing and financing activities was $(3.0) million, $(0.4) million
and $3.6 million respectively. Net cash used in operating activities was
primarily due to loan originations exceeding loan sales and an increase in
accounts receivable, offset by a decrease in accrued expenses and other
liabilities and net income. Net cash used in investing activities was primarily
due to the purchase of furniture and equipment. Net cash provided by financing
activities was a result of an increase in warehouse lines of credit which are
collateral for mortgage loans held for sale and a decrease in drafts payable.
For the comparable period a year ago, net cash provided by (used in) operating,
investing and financing activities was $7.0 million, $(0.3) million and $(6.8)
million respectively. Net cash provided by operating activities was primarily a
result of an excess of loan sales over originations. Net cash used in investing
activities was primarily due to the purchase of furniture and equipment. Net
cash used in financing activities was a result of a decrease in warehouse lines
of credit.
The Company's existing cash balances and funds available under its working
capital credit facilities, together with cash flows from operations, are
expected to be sufficient to meet its liquidity requirements for at least the
next 12 months.
NEW ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging Activities." This statement requires that all
derivatives be carried on the balance sheet at fair value and that changes in
the fair value of derivatives be recognized in income when they occur. If a
derivative qualifies as a hedge, a company can elect to use hedge accounting.
The potential impact varies depending upon whether the nature of the exposure
that is being hedged is classified as one of three hedged risks defined in the
statement: change in fair value, change in cash flows and change in
foreign-currency. If the derivatives qualify as hedges in accordance with the
standard, the Company anticipates that the adjustments to the basis of the
hedged risk (asset or liability) will mostly offset the changes in fair value of
the derivatives. This statement's implementation has been delayed to be
effective for all fiscal quarters of fiscal years beginning after June 15, 2000
and cannot be applied retroactively. The Company has not yet determined the
impact SFAS No. 133 will have on its financial position or results of operations
after this statement is adopted.
YEAR 2000
The Company was successful in its approach to the year 2000 computer compliance
project. The year-end transition from 1999 to year 2000 has not presented any
issues to date. Although considered unlikely, the Company could be affected by
third party systems that were not as well prepared. Management will continue to
monitor the situation and take action as necessary to remediate any problems
that might occur and ensure that all business processes continue to function
properly.
FORWARD-LOOKING STATEMENTS
This Form 10-Q contains "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, which are intended to be covered by
the safe harbors created thereby. The words "plan," "believe," "anticipate,"
"estimate," "expect," "objective," "projection," "forecast," "goal" or similar
words are intended to identify forward-looking statements. Such statements
involve risks and uncertainties that exist in the Company's operations and
business environment that could render actual outcomes and results materially
different than predicted. The Company's forward-looking statements are based on
assumptions about many factors, including, but not limited to, general
volatility of the capital markets; changes in the real estate market, interest
rates or the general economy of the markets in which the Company operates;
economic, technological or regulatory changes affecting the use of the Internet
and changes in government regulations that are applicable to the Company's
regulated brokerage and property management businesses. These and other factors
are more fully discussed in the Company's prospectus filed with the Securities
and Exchange Commission during the past 12 months. While the Company believes
that its assumptions are reasonable at the time forward-looking statements were
made, it cautions that it is impossible to predict the actual outcome of
numerous factors and, therefore, readers should not place undue reliance on such
statements. Forward-looking statements speak only as of the date they are made,
and the Company undertakes no obligation to update such statements in light of
new information or future events.
<PAGE>
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Movements in interest rates can pose a major risk to the Company in either a
rising or declining interest rate environment. When interest rates rise, loans
held for sale and any applications in process with locked-in rates decrease in
value. To preserve the value of such loans or applications in process with
locked-in rates, agreements are executed for mandatory loan sales to be settled
at future dates with fixed prices. These sales take the form of forward sales of
mortgage-backed securities.
When interest rates decline, fallout may occur as a result of customers
withdrawing their applications. In those instances, the Company may be required
to purchase loans at current market prices to fulfill existing mandatory loan
sale agreements, thereby incurring losses upon sale. The Company uses an
interest rate hedging program to manage these risks. Through this program,
mortgage-backed securities are purchased and sold forward and options are
acquired on mortgage and treasury securities.
The board of directors establishes thresholds which limit exposure to such risk.
An analysis is performed daily to determine the risk exposure under various
interest rate scenarios and such risk is managed by executing the program
discussed above. All derivatives are obtained for hedging (or other than
trading) purposes, and management evaluates the effectiveness of the hedges on
an on-going basis.
The following table summarizes the Company's interest rate sensitive
instruments:
<TABLE>
<CAPTION>
MARCH 31, 2000 DECEMBER 31, 1999
-------------- -----------------
NOTIONAL AMOUNT FAIR VALUE NOTIONAL AMOUNT FAIR VALUE
--------------- ---------- --------------- ----------
<S> <C> <C> <C> <C>
Instruments:
Commitments to fund mortgages at agreed-upon rates............. $263,707,374 $4,452,136 $147,482,380 $1,391,777
Forward delivery commitments.............................. 94,298,985 (1,296,172) 33,634,595 (379,248)
Option contracts to buy securities........................ 6,000,000 4,481 -- --
Option contracts to buy securities........................ 12,000,000 76,593 35,000,000 439,856
</TABLE>
In the event that the Company does not deliver into the forward delivery
commitments or exercise its option contracts, the instruments can be settled on
a net basis. Net settlement entails paying or receiving cash based upon the
change in market value of the existing instrument. All forward delivery
commitments and option contracts to buy securities are to be contractually
settled within six months of the balance sheet date.
The following methods and assumptions are used in estimating fair values of the
aforementioned financial instruments:
Fair value estimates are made as of a specific point in time based
on estimates using present value or other valuation techniques.
These techniques involve uncertainties and are significantly
affected by the assumptions used and the judgments made regarding
risk characteristics of various financial instruments, discount
rates, estimates of future cash flows, future expected loss
experience, and other factors.
Changes in assumptions can significantly affect the Company's
estimates and the resulting fair values. Derived fair value
estimates cannot be substantiated by comparison to independent
markets and, in many cases, cannot be realized in an immediate sale
of the instrument. Also, as a result of differences in methodologies
and assumptions used to estimate fair values, the Company's fair
values should not be compared to those of other companies.
The fair value of commitments to fund with locked-in rates are
estimated using the fees and rates currently charged to enter into
similar agreements, taking into account the remaining terms of the
agreements and the present creditworthiness of the counterparties.
For fixed rate loan commitments, fair value also considers the
difference between current market interest rates and the existing
committed rates.
The fair value of these instruments is estimated using current
market prices for dealer or investor commitments relative to
existing positions.
The Company's hedging program contains an element of risk since the
counterparties to its mortgage and treasury securities transactions may be
unable to meet their obligations. While the Company does not anticipate
nonperformance by any counterparty, it is exposed to potential credit losses in
the event that the counterparty fails to perform. The exposure to credit risk in
the event of default by a counterparty is the difference between the contract
and the current market price. This credit risk is minimized by limiting the
counterparties to well-capitalized banks and securities dealers who meet
established credit and capital guidelines.
<PAGE>
PART II-OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
A special meeting of stockholders was held on April 12, 2000, for the purpose of
approving the change of the Company's name from American Home Mortgage Holdings,
Inc. to MortgageSelect.com, Inc. 5,731,916 shares were voted in favor of the
name change, no shares were voted against and there were no abstentions or
broker non-votes.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
The following exhibit is filed as part of this Quarterly Report on
Form 10-Q:
27.1 Financial Data Schedule
(b) Reports on Form 8-K.
The Company filed reports on Form 8-K during the first quarter of 2000 on
January 12, 2000 and February 1, 2000, and amendments to such reports on Form
8-K/A on March 14, 2000 and March 31, 2000, respectively.
<PAGE>
SIGNATURE
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 HOME MORTGAGE HOLDINGS, INC.
-------------------------------------
(Registrant)
Date: May 15, 2000 By: /s/ ROBERT E. BURKE
---------------------------
Robert E. Burke
Chief Financial Officer
Date: May 15, 2000 By: /s/ RICHARD D. SILVER
---------------------------
Richard D. Silver
Controller
<PAGE>
AMERICAN HOME MORTGAGE HOLDINGS, INC.
FORM 10-Q
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
27.1 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0001089504
<NAME> AMERICAN HOME MORTGAGE
<MULTIPLIER> 1
<CURRENCY> USA
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<EXCHANGE-RATE> 1
<CASH> 3,586
<SECURITIES> 0
<RECEIVABLES> 9,102
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 4,751
<DEPRECIATION> 1,228
<TOTAL-ASSETS> 92,646
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 83
<OTHER-SE> 18,805
<TOTAL-LIABILITY-AND-EQUITY> 92,646
<SALES> 0
<TOTAL-REVENUES> 9,468
<CGS> 0
<TOTAL-COSTS> 6,402
<OTHER-EXPENSES> 1,548
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1,518
<INCOME-TAX> 698
<INCOME-CONTINUING> 820
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 888
<EPS-BASIC> 0.11
<EPS-DILUTED> 0.11
</TABLE>
