<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] Annual report pursuant to section 13 or 15(d) of the
Securities Exchange Act of 1934 [No Fee Required]
For the fiscal year ended December 31, 1999
[ ] Transition report pursuant to section 13 or 15(d) of the
Securities Exchange Act of 1934 [No Fee Required]
For the transition period from __________
Commission File No. 0-11623
to _________.
RYAN MORTGAGE ACCEPTANCE CORPORATION IV
(Exact name of registrant as specified in its charter)
Incorporated in Delaware 25-1460059
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
100 Ryan Court, Pittsburgh, Pennsylvania 15205
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (412) 276-4225
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $1.00 per share
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 No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
Aggregate market value of voting stock held by non-affiliates of the registrant
at December 31, 1999:
None
Number of shares of Common Stock outstanding at December 31, 1999:
1,000 shares
The Registrant meets the conditions set forth in General Instruction J(1)(a)
and (b) of Form 10-K and is filing
1
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this Form with the reduced disclosure permitted thereby.
PART I
Item 1. Business.
Ryan Mortgage Acceptance Corporation IV (the "Company") was incorporated in
the State of Delaware on February 21, 1984, and is a wholly owned, limited
purpose financing subsidiary of NVR Mortgage Finance, Inc. ("NVRMFI") which,
in turn, is a wholly owned mortgage banking subsidiary of NVR, Inc. ("NVR").
Ownership of the Company was transferred to NVRMFI from NVR Financial Services,
Inc. ("NVRFS") on September 30, 1998 as part of a plan of merger where NVRFS
was merged into NVR. NVR is the successor company to NVR L.P.
The Company was organized to facilitate the financing of long-term residential
mortgage loans and does not intend to engage in any business or investment
activities other than issuing and selling Mortgage-Collateralized Bonds (the
"Bonds") and bonds backed by mortgage loans or other types of mortgage-related
securities and acquiring, owning, pledging and dealing with GNMA Certificates,
FNMA Certificates, FHLMC Certificates, mortgage loans and other mortgage-related
securities securing its bonds.
The Bonds are issued in series pursuant to an Indenture dated as of May 1,
1984, as amended (the "Indenture"), between the Company and The Bank of New
York (the "Trustee"), as supplemented by a series supplement with respect to
each series of Bonds. Bonds of a series may be secured by GNMA Certificates
issued by an affiliate of the Company or another financial institution approved
by GNMA as an issuer of GNMA Certificates, FNMA Certificates backed by mortgage
loans sold to FNMA and serviced by an affiliate of the Company or another
financial institution and FHLMC Certificates backed by mortgage loans sold to
FHLMC and serviced by an affiliate of the Company or another financial
institution. Such GNMA Certificates, FNMA Certificates and FHLMC Certificates
are sold to the Company by NVRFS and pledged by the Company to the Trustee as
security for the Bonds of such series. In addition, the Company may enter into
funding agreements with the limited purpose finance subsidiaries (the "Finance
Companies") of certain home builders and/or financial institutions whereby the
Company agrees to loan to a Finance Company a portion of the proceeds of a
series of Bonds. Such loans are secured by pledges of GNMA Certificates, FNMA
Certificates and/or FHLMC Certificates to the Company, which in turn pledges
such Certificates to the Trustee as security for the Bonds of such series. The
GNMA Certificates are guaranteed as to payment of principal and interest by the
Government National Mortgage Association ("GNMA"), an instrumentality of the
United States. The FNMA Certificates are guaranteed as to payment of principal
and interest by the Federal National Mortgage Association ("FNMA"), a
federally chartered, privately owned corporation. The FHLMC Certificates are
guaranteed as to payment of principal and interest by the Federal Home Loan
Mortgage Corporation ("FHLMC"), a corporate instrumentality of the United
States. As of December 31, 1999, the Company had issued 33 series of Bonds with
an aggregate original principal amount of $1,191,475,000.
The Company has no employees, but approximately six persons who are full-time
employees of NVR or affiliates of NVR perform services from time to time on
behalf of the Company.
Item 2. Properties.
The Company neither owns nor leases any buildings or real estate.
Item 3. Legal Proceedings.
The Company is not involved in any pending legal proceedings, nor is the
Company aware of any proceedings contemplated by governmental authorities.
Item 4. Submission of Matters to a Vote of Security Holders.
Omitted pursuant to General Instruction J.
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PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.
There is no public market for the Company's common stock, all of the issued
and outstanding shares of which are held by NVRMFI. The Company has never paid a
cash dividend on its common stock.
Item 6. Selected Financial Data.
Omitted pursuant to General Instruction J.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
The Company commenced operations in May 1984 and was organized to facilitate
the financing of long-term residential mortgage loans. The Company does not
engage in any business or investment activities other than issuing and selling
GNMA/FNMA-Collateralized Bonds, Mortgage-Collateralized Bonds and bonds backed
by mortgage loans or other types of mortgage-related securities and acquiring,
owning, holding, pledging and dealing with GNMA Certificates, FNMA Certificates,
FHLMC Certificates, mortgage loans and other mortgage-related securities.
The Company's long-term debt consists of its Mortgage-Collateralized Bonds;
Series 11, originally issued in four classes (collectively, the "Mortgage-
Collateralized Bonds"). The Company also has issued and outstanding its
Mortgage-Collateralized Bonds, Series 7 and 10, originally issued in four
classes (such Bonds, together with the Mortgage-Collateralized Bonds are
referred to herein as the "Bonds"). On September 23, 1988, the Company sold
the GNMA Certificates, FNMA Certificates and other collateral owned by the
Company and pledged to secure the Company's GNMA/FNMA Collateralized Bonds,
Series 1 and 2, and its Mortgage-Collateralized Bonds, Series 3, 4, 7, 10, 19
and 21 through 31, to RYMAC Mortgage Investment I, Inc. ("RMI"), a wholly
owned subsidiary of RYMAC Mortgage Investment Corporation. Such collateral was
sold, subject to the lien of the Indenture and subject to the rights of the
Trustee and the Bondholders thereunder, to RMI in exchange for cash and delivery
of limited recourse promissory notes of RMI (the "RMI Notes") having payment
terms the same as those of the respective classes of the related series of
Bonds. RMI subsequently sold to INVG Government Securities Corp., succeeded in
interest by INVG Mortgage Securities Corp. ("INVG"), subject to such lien and
rights, the collateral securing the Company's Mortgage-Collateralized Bonds,
Series 3 and 4. In addition, RMI subsequently sold, to Sperlinga Capital Inc.
("Sperlinga"), subject to such liens and rights, the collateral securing the
Company's Mortgage-Collateralized Bonds, Series 7, 10 and 19. In accordance with
FASB 125 "Accounting for Transfers and Servicing of Financial Assets and
Extinquishment of Liabilities", the assets, liabilities, interest income and
interest expense relating to such Bonds are not shown on the balance sheet or
the statement of operations of the Company.
The Bonds are secured by GNMA Certificates which are guaranteed as to payment
of principal and interest by GNMA, which guaranty is backed by the full faith
and credit of the United States and/or FNMA Certificates which are guaranteed as
to full and timely payment of principal and interest by FNMA, a federally
chartered, privately owned corporation. For purposes of establishing the
principal amount of GNMA Certificates and/or FNMA Certificates
("Certificates") which may be pledged to secure a series of Bonds, each
Certificate bearing interest at a rate equal to or exceeding the highest
interest rate on any class in a series (the "Discount Rate") is valued at its
unpaid principal amount. Each Certificate bearing interest at a rate less than
the Discount Rate is valued at an amount equal to either (i) the present value,
discounted at the Discount Rate, of all remaining scheduled installments of
principal and interest on such Certificate, together with reinvestment income
thereon, such that the cash flow from such Certificate and the reinvestment
income thereon, together with the proceeds of certain other collateral, will be
at all times sufficient to support the debt service requirements of the
principal amount of Bonds secured by such Certificate or (ii) the amount which,
when divided into the annual interest on the Certificate, results in an interest
yield at least equal to the Discount Rate. GNMA Certificates that are backed by
graduated payment mortgages and that are valued according to the method
described in clause (ii) of the preceding sentence are valued after taking into
account the funds established to provide additional cash flow to pay interest on
the Bonds. Although the Company does not have and does not expect to have any
significant assets other than Certificates owned by the
3
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Company, the RMI Notes, notes to the Company from the Finance Companies, GNMA
Certificates pledged to the Company as security for such notes and the reserve
amounts, all of which are pledged as collateral for the Bonds, the Company
believes that such collateral will provide cash sufficient to meet the required
payments of principal and interest on such Bonds.
The net premium on the Certificates is amortized using the interest method
over the estimated lives of the Certificates. The deferred costs and bond
discounts relating to the issuance of the Company's long-term debt are amortized
over the estimated lives of the Mortgage-Collateralized Bonds using the interest
method. The amounts amortized during any accounting period do not necessarily
correspond to actual cash flow during the same period.
Pursuant to the terms of the Indenture, the Company redeemed its GNMA-
Collateralized Bonds, Series 32 and 33, on April 1, 1993, its GNMA-
Collateralized Bonds, Series 5, on June 19, 1996, its GNMA-Collateralized Bonds,
Series 6, on August 1, 1996, its FNMA-Collateralized Bonds, Series 9 and 12, on
November 1, 1996, its GNMA-Collateralized Bonds, Series 13, on November 1, 1996,
its FNMA-Collateralized Bonds, Series 14, on December 1, 1996, its GNMA-
Collateralized Bonds, Series 15, on December 1, 1996, its Mortgage-
Collateralized Bonds, Series 16 and 17, on February 1, 1997, its Mortgage-
Collateralized Bonds, Series 18 and 20, on May 1, 1997, and its GNMA-
Collateralized Bonds, Series 8, on September 1, 1998. In 1992, the Company
redeemed, at RMI's request, its Mortgage-Collateralized Bonds, Series 26, 29 and
30, on January 2, 1992, its Mortgage-Collateralized Bonds, Series 21, 22 and 25,
on February 3, 1992 and its Mortgage-Collateralized Bonds, Series 23, 24, 27, 28
and 31, on March 2, 1992. In 1993, the Company redeemed, at RMI's request, its
Mortgage-Collateralized Bonds, Series 1, on February 10, 1993 and its Mortgage-
Collateralized Bonds, Series 2, on October 20, 1993. In 1996, the Company
redeemed, at INVG's request, its Mortgage-Collateralized Bonds, Series 3, on
June 3, 1996, and its Mortgage-Collateralized Bonds, Series 4, on July 1, 1996.
In 1997, the Company redeemed, at Sperlinga's request, its Mortgage-
Collateralized Bonds, Series 19, on May 1, 1997. Prior to each redemption date,
RMI, INVG or Sperlinga deposited with the Trustee the amount of money required
to redeem the Bonds to be redeemed on such redemption date. On the day following
each such date of deposit, the collateral securing the Bonds to be redeemed was
released to RMI, INVG or Sperlinga and the Notes relating to such Bonds were
cancelled.
Interest income for the year ended December 31, 1999 decreased $826 compared
to the year ended December 31, 1998. This decrease was due to principal payments
on mortgage-backed securities and the sale of mortgage-backed securities.
Interest expense for the year ended December 31, 1999 decreased $759 compared to
the year ended December 31, 1998. This decrease was due to redemption of bonds.
The changes in accretion of net discount (premium) on mortgage-backed
securities, amortization of deferred bond issue costs and bond discounts between
the twelve months ended December 31, 1999 and December 31, 1998 are due to the
sale of mortgage-backed securities and redemption of bonds during 1999 and 1998.
In conjunction with the sale of mortgage-backed securities and the redemption of
bonds during 1998, the Company realized a gain on the sale of mortgage-backed
securities, before taxes, of $608 and a loss on the retirement of the related
bonds, before taxes, of $315. No other revenue or expense item changes are
deemed significant.
The Year 2000 Issue is the risk that computer programs using two-digit date
fields will fail to properly recognize the Year 2000, with the result being
business interruptions due to computer system failures by the Company's software
or hardware or that of government entities, service providers and vendors.
With the assistance of a consulting firm, the Company completed its assessment
of exposure to Year 2000 Issues and successfully remediated areas of exposure
prior to December 31, 1999. The Company spent less than $10 for Year 2000
issue costs. To the date of this report, the Company has not encountered any
business interruptions or adverse financial consequences related to the Year
2000 Issue. However, there can be no assurances that the Company will not
encounter material business interruptions or adverse financial consequences
subsequent to the date of this report.
4
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Item 7A. Quantitative and Qualitative Disclosure About Market Risk.
Market risk is the risk of loss arising from adverse changes in market prices
and interest rates. Though the Company faces and manages other types of risk,
such as credit and liquidity risks, the Company's market risk arises from
interest rate risk inherent in its financial instruments. Interest rate risk is
the possibility that changes in interest rates will cause unfavorable changes in
net income or in the value of interest rate-sensitive assets and liabilities.
The Company has no market rate sensitive instruments held for trading purposes.
The Company is exposed to interest rate risk as it relates to its investment
activities. The Company has issued and sold GNMA and FNMA Collateralized Bonds
("Bonds"), which are secured by GNMA and FNMA Mortgage Certificates
("Certificates"). The Company collects principal and interest on the
Certificates and makes principal and interest payments to the holders of the
Bonds (the "bond administration activities"). Subject to the terms of the
Indenture pursuant to which the Bonds were issued, the Company has the option to
redeem, in whole or in part, the Bonds at a date that is earlier than the stated
maturity of the Bonds. The Company's Certificates are classified and held as
available for sale securities.
Profitability of the Company may be directly affected by the levels of and
fluctuations in interest rates, which affect the value of the Certificates held
as available for sale. The profitability of the Company may be adversely
affected during any period of rising interest rates. For example, a substantial
or sustained increase in interest rates could adversely affect the value of the
Certificates and the intrinsic value of the early redemption option of the
respective Bonds. The Company's current risk management strategy involves the
holding of the Certificates until the profitable early redemption of the Bonds
becomes possible. In an environment of stable interest rates, the Company
conducts its bond administration activities, which are not subject to
significant market risk. Because of the uncertainty of the future level of
interest rates, there can be no assurance that the Company will realize gains on
the disposition of financial assets in the future.
The following table represents contractual balances of the Company's on
balance sheet financial instruments in dollars at the expected maturity dates,
as well as the fair values of those on balance sheet financial instruments, at
December 31, 1999. The expected maturity categories take into consideration
historical and anticipated prepayment speeds, as well as actual amortization of
principal and does not take into consideration the reinvestment of cash or the
refinancing of existing indebtedness. Because the Company has previously sold
its Certificates at the early redemption call date and the options currently
have intrinsic value, the Company has made the assumption that the portfolio of
Certificates available for sale will mature at the respective call dates.
Consequently, the Bonds are also assumed to mature at the respective call dates.
<TABLE>
<CAPTION>
Maturities (000's)
----------------------------------------------------------------
Fair
-------
2000 2001 2002 2003 Thereafter Total Value
----- ----- ----- ----- ---------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Interest rate sensitive assets:
Investment in mortgage-backed securities..... -- $4,200 -- -- -- $4,200 $4,279
Average interest rate........................ -- 9.0% -- -- -- 9.0%
Interest rate sensitive liabilities:
Mortgage collateralized bonds................ -- $4,100 -- -- -- $4,100 $4,100
Average interest rate........................ -- 9.1% -- -- -- 9.1%
</TABLE>
5
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Item 8. Financial Statements and Supplementary Data.
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Ryan Mortgage Acceptance Corporation IV:
We have audited the accompanying balance sheets of Ryan Mortgage Acceptance
Corporation IV as of December 31, 1999 and 1998 and the related statements of
income, comprehensive income, retained earnings and accumulated other
comprehensive income, and cash flows for each of the years in the three-year
period ended December 31, 1999. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Ryan Mortgage Acceptance
Corporation IV as of December 31, 1999 and 1998, and the results of its
operations and its cash flows for each of the years in the three-year period
ended December 31, 1999, in conformity with generally accepted accounting
principles.
/s/ KPMG LLP
McLean, Virginia
February 2, 2000
6
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RYAN MORTGAGE ACCEPTANCE CORPORATION IV
BALANCE SHEETS
December 31, 1999 and 1998
(Dollar amounts in thousands, other than share data)
<TABLE>
<CAPTION>
1999 1998
-------- ------------
ASSETS
<S> <C> <C>
Cash....................................................................................... $ 2 $ 2
Funds held by Trustee...................................................................... 83 74
Receivables on mortgage-backed securities.................................................. 101 483
Receivable from affiliates................................................................. 968 855
Investments in mortgage-backed securities available-for-sale
(amortized cost of $5,610 and $7,565 net of premium of $19 and $28)....................... 5,732 7,825
Deferred bond issue costs.................................................................. 46 66
Other assets............................................................................... 3 9
------ ------
$6,935 $9,314
====== ======
LIABILITIES AND SHAREHOLDER'S EQUITY
Liabilities:
Long-term debt............................................................................. $5,490 $7,741
Accrued interest payable................................................................... 44 59
Deferred income taxes...................................................................... 43 91
Other liabilities.......................................................................... 267 255
------ ------
5,844 8,146
------ ------
Shareholder's equity:
Common stock, $1.00 par value; 50,000 shares authorized;
1,000 shares issued and outstanding....................................................... 1 1
Additional paid-in capital................................................................. 889 889
Retained earnings.......................................................................... 122 110
Accumulated other comprehensive income..................................................... 79 168
------ ------
1,091 1,168
------ ------
$6,935 $9,314
====== ======
</TABLE>
See accompanying notes to financial statements.
7
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RYAN MORTGAGE ACCEPTANCE CORPORATION IV
STATEMENT OF INCOME, COMPREHENSIVE INCOME, RETAINED EARNINGS
AND ACCUMULATED OTHER COMPREHENSIVE INCOME
For the Years Ended December 31, 1999, 1998 and 1997
(Dollar amounts in thousands)
<TABLE>
<CAPTION>
1999 1998 1997
---------- ---------- ----------
Revenues:
<S> <C> <C> <C>
Interest income.................................................................. $ 597 $1,423 $2,360
Adjustment/Accretion of net premium on
mortgage-backed securities, net................................................ (8) (2) 12
Bond administration fee.......................................................... 12 12 12
Gain on sale of mortgage-backed securities....................................... - 608 590
Interest on advances to affiliates............................................... 58 8 10
Income maintenance allowance from (to) parent.................................... 67 (20) 12
----- ------ ------
726 2,029 2,966
----- ------ ------
Expenses:
Interest expense................................................................. 600 1,359 2,254
Adjustment/Amortization of deferred bond issue costs, net........................ 20 42 41
Adjustment/Amortization of bond discounts, net................................... 49 114 94
Other financial and administrative............................................... 45 187 42
----- ------ ------
714 1,702 2,431
----- ------ ------
Income before income taxes and
extraordinary item.......................................................... 12 327 565
Provision for income taxes......................................................... - 110 194
----- ------ ------
Income before extraordinary item.............................................. 12 217 371
Extraordinary item:
Loss on retirement of bonds (net of income taxes of -, $110, and $194 ).......... - 205 358
----- ------ ------
Net income.................................................................... 12 12 13
Other comprehensive income, net of tax:
Unrealized holding gains (losses) during the period (net of tax of ($48), ($50),
and $101, respectively)......................................................... (89) (94) 190
Less: reclassification adjustment for gains recognized in net income
(net of tax of -, $213, and $206, respectively)................................ - 395 384
----- ------ ------
Other comprehensive income (loss)............................................. (89) (489) (194)
----- ------ ------
Comprehensive income (loss)................................................... (77) (477) (181)
===== ====== ======
Retained earnings:
Beginning of year................................................................ 110 98 85
Net income....................................................................... 12 12 13
----- ------ ------
End of year...................................................................... $ 122 $ 110 $ 98
===== ====== ======
Accumulated other comprehensive income:
Beginning of year................................................................ 168 657 851
Other comprehensive income (loss) during the year................................ (89) (489) (194)
----- ------ ------
End of year...................................................................... $ 79 $ 168 $ 657
===== ====== ======
See accompanying notes to financial statements
</TABLE>
8
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RYAN MORTGAGE ACCEPTANCE CORPORATION IV
STATEMENT OF CASH FLOWS
For the Years Ended December 31, 1999, 1998 and 1997
(Dollar amounts in thousands)
<TABLE>
<CAPTION>
1999 1998 1997
------------ ------------ ------------
Operating Activities:
<S> <C> <C> <C>
Net income............................................................. $ 12 $ 12 $ 13
Adjustments to reconcile net income to net
cash provided by operating activities:
Gain on sale of mortgage-backed securities.......................... - (608) (590)
Loss on retirement of bonds......................................... - 315 552
Amortization of net premium on mortgage-backed
Securities........................................................ 9 2 (12)
Adjustments/Amortization of deferred bond issue costs............... 20 42 41
Adjustments/Amortization of bond discounts.......................... 49 114 94
Change in interest receivable on mortgage-backed
Securities........................................................ 17 99 70
Change in other assets.............................................. 6 1 (1)
Change in accrued interest payable.................................. (15) (176) (447)
Change in other liabilities......................................... 6 163 (49)
------- -------- --------
Net cash (used) provided by Operating Activities.................... 104 (36) (329)
------- -------- --------
Investing Activities:
(Increase) decrease in funds held by Trustee........................... (9) 171 312
Principal payments on mortgage-backed securities....................... 2,311 5,075 4,175
Proceeds from sale of mortgage-backed securities....................... - 8,718 14,359
------- -------- --------
Net cash provided by Investing Activities........................... 2,302 13,964 18,846
------- -------- --------
Financing Activities:
Redemption of bonds.................................................... (2,300) (13,341) (17,967)
Decrease (increase) in receivable from affiliates...................... (106) (587) 76
Return of capital to parent............................................ -- -- (626)
------- -------- --------
Net cash used by Financing Activities............................... (2,406) (13,928) (18,517)
------- -------- --------
Increase in cash................................................. -- -- --
Cash at beginning of year........................................ 2 2 2
------- -------- --------
Cash at end of year.............................................. $ 2 $ 2 $ 2
======= ======== ========
Supplemental disclosure of cash flow information:
Interest paid.......................................................... $ 615 $ 1,535 $ 2,701
======= ======== ========
Supplemental disclosure of non cash flow financing activities:
Change in unrealized gain on available-for-sale securities............. $ (138) $ (751) $ (299)
======= ======== ========
</TABLE>
See accompanying notes to financial statements.
9
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RYAN MORTGAGE ACCEPTANCE CORPORATION IV
NOTES TO FINANCIAL STATEMENTS
December 31, 1998 and 1997 and for the Years Ended December 31, 1998, 1997 and
1996
(Dollar amounts in thousands)
(1) Incorporation and Principal Business Activity:
Ryan Mortgage Acceptance Corporation IV (the Company) is a wholly owned
limited purpose financing subsidiary of NVR Mortgage Finance, Inc. (NVRMFI).
NVRMFI is a wholly owned mortgage banking subsidiary of NVR, Inc. (NVR), the
successor to NVR L.P. Ownership of the Company was transferred to NVRMFI from
NVR Financial Services, Inc. (NVRFS) on September 30, 1998 as part of a plan of
merger where NVRFS was merged into NVR.
The Company was organized to facilitate the financing of long-term mortgage
loans and does not engage in any business or investment activities other than
issuing and selling GNMA/FNMA-Collateralized Bonds, Mortgage-Collateralized
Bonds and bonds backed by mortgage loans or other types of mortgage-related
securities and acquiring, owning, holding, pledging and dealing with GNMA
Certificates, FNMA Certificates, FHLMC Certificates, mortgage loans and other
mortgage-related securities securing its bonds.
(2) Summary of Significant Accounting Policies:
In conjunction with the retirement of the Series 5 Bonds during the second
quarter of 1996 and the sale of the related collateral, the Company reclassified
its mortgage-backed securities as available-for-sale and accordingly such
securities are carried at their fair value. The mortgage-backed securities
available-for-sale held by the Company are GNMA and FNMA Certificates
(Certificates) reflected on the accompanying balance sheet at their fair value
as such certificates serve as collateral for the Company's GNMA and FNMA-
Collateralized Bonds.
The Company is included in the consolidated federal income tax return of NVR
and, therefore, entered into a tax allocation agreement with NVR. According to
this agreement, the Company will make federal income tax payments to NVR in an
amount equal to its share of the net federal income tax obligation of the entire
NVR consolidated tax group based on the amount of the tax obligation of the
Company on a "separate return" basis. Also, in the event the Company incurs a
tax loss on a cumulative "separate return" basis for any year, the Company
will be compensated for such tax loss.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
The amortization/accretion of deferred bond issue costs, net premium on
mortgage-backed securities and bond discounts is based on the interest method
considering actual prepayment experience on the mortgage-backed securities and
estimates of future prepayments in accordance with Statements of Financial
Accounting Standards No. 91 "Accounting for Nonrefundable Fees and Costs
Associated with Originating or Acquiring Loans and Initial Direct Costs of
Leases." Deferred bond issue costs, net premium on mortgage-backed securities
and bond discounts are adjusted for differences that arise between estimated and
actual prepayments to the amount that would have existed had the actual
effective yield, based on actual prepayment speeds, been applied since their
inception.
Effective January 1, 1998, the Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 130, Reporting Comprehensive Income. SFAS
No. 130 establishes standards for reporting and display of comprehensive income
and its components in a full set of general-purpose financial statements.
Comprehensive income is defined as the change in equity of the Company during a
period from transactions and other events and circumstances from nonowner
sources.
10
<PAGE>
NOTES TO FINANCIAL STATEMENTS, Continued
Included in accumulated other comprehensive income are the net after tax
effects of the net change in unrealized holding gains on mortgage-backed
securities available-for-sale.
(3) Receivables on Mortgage-Backed Securities:
Receivables on mortgage-backed securities represent amounts due for scheduled
and unscheduled principal and interest payments for the months of December 1999
and 1998.
(4) Long-Term Debt:
Long-term debt at December 31, 1999 consists of the following series of
Mortgage-Collateralized Bonds:
<TABLE>
<CAPTION>
Series Class Rate% Principal Amount Stated Maturity
- ------- -------------- --------- ---------------- -----------------
<S> <C> <C> <C> <C>
7 7-Z 9.40 $ 703 August 1, 2016
10 10-Z 9.45 1,685 October 1, 2016
11 11-Z 9.00 5,602 October 1, 2016
-------
7,990
Less: Bonds pertaining
to the sale to RMI
as described below (2,388)
Less: Discounts (112)
-------
$ 5,490
=======
</TABLE>
On September 23, 1988, the Company sold the GNMA Certificates, FNMA
Certificates and other collateral owned by the Company and pledged to secure the
Company's GNMA/FNMA Collateralized Bonds, Series 1 and 2, and its Mortgage-
Collateralized Bonds, Series 3, 4, 7, 10, 19 and 21 through 31, to RYMAC
Mortgage Investment I, Inc. (RMI), a wholly owned subsidiary of RYMAC Mortgage
Investment Corporation. Such collateral was sold to RMI subject to the lien of
the Indenture dated as of May 1, 1984, as amended and supplemented (the
Indenture), between the Company and The Bank of New York, as Trustee, pursuant
to which such Bonds were issued, and subject to the rights of the Trustee and
the Bondholders thereunder. RMI subsequently sold to INVG Government Securities
Corp., succeeded in interest by INVG Mortgage Securities Corp. ("INVG"),
subject to such lien and rights, the collateral securing the Company's Mortgage-
Collateralized Bonds, Series 3 and 4. In addition, RMI subsequently sold, to
Sperlinga Capital Inc. ("Sperlinga"), subject to such liens and rights, the
collateral securing the Company's Mortgage-Collateralized Bonds, Series 7, 10
and 19. In accordance with FASB "Accounting for Transfers and Servicing of
Financial Assets and Extinquishment of Liabilities 125", the assets,
liabilities, interest income and interest expense relating to such Bonds are not
shown on the balance sheet or the statement of operations of the Company.
Pursuant to the Indenture, interest is payable quarterly on the Bonds. If a
series of Bonds includes a "Z" class, interest on the Bonds of such class will
accrue (and be added to the principal of the Bonds of such class) and will not
be payable until all Bonds of such series having an earlier stated maturity have
been fully paid. Subject to the priorities among classes set forth below, the
Company is obligated periodically, to the extent funds are available, to make
pro rata principal payments on the Bonds. No payment of principal may be made on
any Bond of any class of any series until each class of Bonds of such series
having an earlier stated maturity has been fully paid.
The following table sets forth the classes or series of Bonds which are
subject to redemption, in whole or in part, at the option of the Company and the
first date on which the Company has the right to exercise its right to redeem
such Bonds. In conjunction with the retirement of the Series 5 Bonds during the
second quarter of 1996 and the sale of the related collateral, the Company
reclassified its mortgage-backed securities as available-for-sale and,
accordingly, such securities are carried at their fair value. Unrealized net
holding gains and losses for the mortgage-
11
<PAGE>
NOTES TO FINANCIAL STATEMENTS, Continued
backed securities are reported net of income taxes in accumulated other
comprehensive income until realized. In the case of series of Bonds with respect
to which the Company has sold the underlying collateral subject to the lien of
the Indenture, the Company has agreed to exercise such right only upon the
request of the purchaser.
<TABLE>
<CAPTION>
Class or Series Date
- --------------------- -----------------
<S> <C>
Class 7-Z Bonds August 1, 2001
Class 10-Z Bonds October 1, 2001
Class 11-Z Bonds October 1, 2001
</TABLE>
Pursuant to the terms of the Indenture, the Company redeemed its GNMA-
Collateralized Bonds, Series 32 and
33, on April 1, 1993, its GNMA-Collateralized Bonds, Series 5, on June 19, 1996,
its GNMA-Collateralized Bonds, Series 6, on August 1, 1996, its FNMA-
Collateralized Bonds, Series 9 and 12, on November 1, 1996, its GNMA-
Collateralized Bonds, Series 13, on November 1, 1996, its FNMA-Collateralized
Bonds, Series 14, on December 1, 1996, its GNMA-Collateralized Bonds, Series 15,
on December 1, 1996, its Mortgage-Collateralized Bonds, Series 16 and 17, on
February 1, 1997, its Mortgage-Collateralized Bonds, Series 18 and 20, on May 1,
1997, and its GNMA-Collateralized Bonds, Series 8, on September 1, 1998.
Pursuant to the terms of the Indenture, the Company redeemed, at RMI's request,
its Mortgage-Collateralized Bonds, Series 1, on February 10, 1993 and its
Mortgage-Collateralized Bonds, Series 2, on October 20, 1993. In addition,
pursuant to the terms of the Indenture, the Company redeemed, at INVG's request,
its GNMA-Collateralized Bonds, Series 3, on June 3, 1996 and its FNMA-
Collateralized Bonds, Series 4, on July 1, 1996. In 1997, the Company redeemed,
at Sperlinga's request, its Mortgage-Collateralized Bonds, Series 19, on May 1,
1997.
The Series 1 and 2 Bonds were collateralized by GNMA Certificates and FNMA
Certificates, by funding agreements between the Company and limited purpose
finance subsidiaries of certain home builders and/or financial institutions and
the notes issued pursuant thereto. The Series 3, 5, 6, 8, 11, 13, 15, 16, 20, 32
and 33 Bonds are or were, as the case may be, collateralized by GNMA
Certificates, while the Series 4, 7, 9, 10, 12, 14, 17, 18 and 19 Bonds are or
were, as the case may be, collateralized by FNMA Certificates. In addition, in
the case of series of Bonds with respect to which the Company has sold the
underlying collateral subject to the lien of the Indenture, the Bonds of each
such series are also secured by limited recourse promissory notes of Sperlinga
having payment terms the same as those of the respective outstanding class of
the related series of Bonds. The specific collateral pledged for a particular
series of Bonds is not available as collateral for any other series.
The collateral for each of the respective bonds (including those with respect
to which the Company has sold the underlying collateral subject to the lien of
the Indenture) is held by the Trustee for the benefit of the bondholders. The
fair value of mortgage-backed securities at December 31, 1999 and 1998 was
$5,732 and $7,825 respectively. Gross unrealized holding gains related to the
mortgage-backed securities were $122 and $260 at December 31, 1999 and 1998,
respectively. The portion of the proceeds account established for each series of
bonds which is not necessary to make required payments on the bonds of such
series will be paid to the Company or, in the case of series of Bonds with
respect to which the Company has sold the underlying collateral, to Sperlinga.
Such payments will be made on the first Principal Payment Date for each series.
(5) Sale of Mortgage-Backed Securities:
On September 23, 1988, the Company sold the GNMA Certificates, FNMA
Certificates and other collateral owned by the Company and pledged to secure the
Company's GNMA/FNMA Collateralized Bonds, Series 1 and 2, and its Mortgage-
Collateralized Bonds, Series 3, 4, 7, 10, 19 and 21 through 31 to RMI. Such
collateral was sold, subject to the lien of the Indenture and subject to the
rights of the Trustee and the Bondholders thereunder, to RMI in exchange for
cash and delivery of limited recourse promissory notes of RMI having payment
terms the same as those of the respective classes of the related series of
Bonds. RMI subsequently sold, subject to such lien and rights, the collateral
securing the Company's Mortgage-Collateralized Bonds, Series 3, 4, 7, 10 and 19.
In accordance with
12
<PAGE>
NOTES TO FINANCIAL STATEMENTS, Continued
FASB 125, the assets, liabilities, interest income and interest expense
relating to such Bonds are not shown on the balance sheet or the statement of
operations of the Company.
Information related to the collateral owned by persons other than the Company
and pledged to secure such Bonds as of December 31, 1999 is as follows:
<TABLE>
<CAPTION>
Principal
----------
Balance of
---------- Receivables on Outstanding
-------------- -----------
Mortgage- Mortgage- Principal
---------- --------- ---------
Backed Funds Held Backed Balance
---------- ---------- ------ -------
Series Securities by Trustee Securities Class Of Bonds
- ------ ---------- ---------- ---------- ----- --------
<S> <C> <C> <C> <C> <C>
7 $ 688 --$ $15 7-Z $ 703
10 1,640 -- 45 10-Z 1,685
------ ----------- --- ------
$2,328 --$ $60 $2,388
====== ----------- === ======
</TABLE>
(6) Related Party Transactions:
Certificates were purchased by the Company from NVRFS at a price to yield the
approximate weighted average yield of the bonds which they collateralize.
All amounts receivable/payable from/to affiliates bear interest at an
intercompany rate determined by NVRMFI. All amounts payable to affiliates are
subordinate to the Company's obligations to the holders of its Bonds.
Currently, NVRMFI provides the Company with accounting and administrative
services, including services of officers. For such services, the Company paid $4
in 1999, $5 in 1998, and $8 in 1997. NVRMFI acts as servicing agent for the
mortgage loans backing certain Certificates owned by the Company and receives a
customary servicing fee.
Pursuant to an arrangement established in connection with the acquisition by
NVR L.P. of Ryan Homes, Inc., the Company receives payments from, and makes
payments to, NVRMFI in the form of an income maintenance allowance based upon
profits or losses generated over the lives of bond series issued prior to June
23, 1987.
(7) Income Taxes:
The total income tax expense (recovery) for each of the years in the three
year period ended December 31, 1999 was allocated as follows:
<TABLE>
<CAPTION>
1999 1998 1997
--------- --------- ---------
<S> <C> <C> <C>
Income from operations......................................................... $ - $ 110 $ 194
Extraordinary item............................................................. - (110) (194)
Shareholder's equity for the tax effect of net unrealized gains on securities
available-for-sale........................................................... - (263) (105)
----- ----- -----
$ - $(263) $(105)
===== ===== =====
</TABLE>
13
<PAGE>
NOTES TO FINANCIAL STATEMENTS, Continued
The provision for income taxes attributable to operations for each of the
years in the three year period ended December 31, 1999 consists of the
following:
<TABLE>
<CAPTION>
1999 1998 1997
------- ------- -------
Current:
<S> <C> <C> <C>
Federal......... $ - $ 96 $ 170
State........... - 14 24
----- ----- -----
$ - $ 110 $ 194
===== ===== =====
</TABLE>
The tax effects of temporary differences that give rise to deferred income
taxes on the Company's balance sheets consist of the following:
<TABLE>
<CAPTION>
December 31
----------------
1999 1998
------- -------
<S> <C> <C>
Deferred Tax Liabilities:
Mortgage-backed securities available-for-sale..... $ 43 $ 91
</TABLE>
A reconciliation of income tax expense in the accompanying statements of
income to the amount computed by applying the statutory Federal income tax rate
to income before income taxes and extraordinary items for each of the years in
the three year period ended December 31, 1999 is as follows:
<TABLE>
<CAPTION>
1999 1998 1997
-------- --------- ---------
<S> <C> <C> <C>
Income taxes computed at the Federal statutory rate..... $ 4 $ 114 $ 198
State income taxes, net of Federal income tax benefit... - 10 16
Other, net.............................................. (4) (14) (20)
----- ----- -----
$ - $ 110 $ 194
===== ===== =====
</TABLE>
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
None.
PART III
Item 10. Directors and Executive Officers of the Registrant.
Omitted pursuant to General Instruction J.
Item 11. Executive Compensation.
Omitted pursuant to General Instruction J.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
Omitted pursuant to General Instruction J.
14
<PAGE>
Item 13. Certain Relationships and Related Transactions.
NOTES TO FINANCIAL STATEMENTS, Continued
Omitted pursuant to General Instruction J.
PART IV
Item 14. Exhibits, Financial Statements, Schedules and Reports on Form 8-K.
<TABLE>
<CAPTION>
Page(s)
--------
<S> <C>
(a) Financial Statements, Schedules and Exhibits.
(1) Financial Statements.
Balance Sheets as of December 31, 1999 and 1998.......................... 6
Statements of Income, Comprehensive Income, Retained Earnings
and Accumulated Other Comprehensive Income for the years ended
December 31, 1999, 1998 and 1997......................................... 7
Statements of Cash Flows for the years ended
December 31, 1999, 1998 and 1997......................................... 8
Notes to Financial Statements............................................ 9-13
Independent Auditors' Report............................................. 5
(2) Schedules.
All schedules are omitted because they are not applicable or the
required information is shown in the financial statements or the
notes thereto.
(3) Exhibits.
</TABLE>
Exhibit No.
- ----------------
3.1 Restated Certificate of Incorporation of the Company/1/
3.2 By-Laws of the Company/2/
3.2.1 Amendment to By-Laws of the Company adopted June 24, 1987/3/
4.1 Indenture dated as of May 1, 1984 between the Company and Trustee/4/
4.1.1 First Supplemental Indenture to Indenture/5/
4.1.2 Second Supplemental Indenture to Indenture/6/
4.1.3 Third Supplemental Indenture to Indenture/7/
4.1.4 Fourth Supplemental Indenture to Indenture/8/
4.1.5 Fifth Supplemental Indenture to Indenture/9/
4.1.6 Sixth Supplemental Indenture to Indenture/10/
4.1.7 Seventh Supplemental Indenture to Indenture/11/
4.1.8 Eighth Supplemental Indenture to Indenture/12/
4.1.9 Ninth Supplemental Indenture to Indenture/13/
4.1.10 Tenth Supplemental Indenture to Indenture/14/
4.1.11 Eleventh Supplemental Indenture to Indenture/15/
4.2 Series 1 Supplement to Indenture/16/
Exhibit No.
- ----------------
4.2.1 First Supplemental Indenture to Series 1 Supplement/17/
4.2.2 Purchase Agreement with respect to collateral securing Series 1
Bonds/18/
4.3 Series 2 Supplement to Indenture/19/
4.3.1 First Supplemental Indenture to Series 2 Supplement/20/
4.3.2 Second Supplemental Indenture to Series 2 Supplement/21/
4.3.3 Purchase Agreement with respect to collateral securing Series 2
Bonds/22/
4.3.4 Third Supplemental Indenture to Series 2 Supplement/23/
4.4 Series 3 Supplement to Indenture/24/
15
<PAGE>
4.4.1 First Supplemental Indenture to Series 3 Supplement/25/
4.4.2 Purchase Agreement with respect to collateral securing Series 3
Bonds/26/
4.5 Series 4 Supplement to Indenture/27/
4.5.1 First Supplemental Indenture to Series 4 Supplement/28/
4.5.2 Second Supplemental Indenture to Series 4 Supplement/29/
4.5.3 Third Supplemental Indenture to Series 4 Supplement/30/
4.5.4 Purchase Agreement with respect to collateral securing Series 4
Bonds/31/
4.6 Series 5 Supplement to Indenture/32/
4.6.1 First Supplemental Indenture to Series 5, 6, 7, 8, 9, 10 and 11
Supplements/33/
4.7 Series 6 Supplement to Indenture/34/
4.8 Series 7 Supplement to Indenture/35/
4.8.1 Second Supplemental Indenture to Series 7 Supplement/36/
4.8.2 Purchase Agreement with respect to collateral securing Series 7
Bonds/37/
4.9 Series 8 Supplement to Indenture/38/
4.10 Series 9 Supplement to Indenture/39/
4.11 Series 10 Supplement to Indenture/40/
4.11.1 Second Supplemental Indenture to Series 10 Supplement/41/
4.11.2 Purchase Agreement with respect to collateral securing Series 10
Bonds/42/
4.12 Series 11 Supplement to Indenture/43/
4.12.1 Second Supplemental Indenture to Series 11 Supplement/44/
4.13 Series 12 Supplement to Indenture/45/
4.14 Series 13 Supplement to Indenture/46/
4.15 Series 14 Supplement to Indenture/47/
4.16 Series 15 Supplement to Indenture/48/
4.17 Series 16 Supplement to Indenture/49/
4.18 Series 17 Supplement to Indenture/50/
4.19 Series 18 Supplement to Indenture/51/
4.20 Series 19 Supplement to Indenture/52/
4.20.1 First Supplemental Indenture to Series 19 Supplement/53/
4.20.2 Purchase Agreement with respect to collateral securing Series 19
Bonds/54/
4.21 Series 20 Supplement to Indenture/55/
4.22 Series 21 Supplement to Indenture/56/
4.22.1 First Supplemental Indenture to Series 21, 22, 23, 24 and 25
Supplements/57/
4.22.2 Second Supplemental Indenture to Series 21 Supplement/58/
4.22.3 Purchase Agreement with respect to collateral securing Series 21
Bonds/59/
4.23 Series 22 Supplement to Indenture/60/
4.23.1 First Supplemental Indenture to Series 22 Supplement/61/
4.23.2 Second Supplemental Indenture to Series 22 Supplement/62/
4.23.3 Purchase Agreement with respect to collateral securing Series 22
Bonds/63/
4.24 Series 23 Supplement to Indenture/64/
4.24.1 Second Supplemental Indenture to Series 23 Supplement/65/
4.24.2 Purchase Agreement with respect to collateral securing Series 23
Bonds/66/
4.25 Series 24 Supplement to Indenture/67/
4.25.1 Second Supplemental Indenture to Series 24 Supplement/68/
4.25.2 Purchase Agreement with respect to collateral securing Series 24
Bonds/69/
Exhibit No.
- ----------------
4.26 Series 25 Supplement to Indenture/70/
4.26.1 Second Supplemental Indenture to Series 25 Supplement/71/
4.26.2 Purchase Agreement with respect to collateral securing Series 25
Bonds./72/
4.27 Series 26 Supplement to Indenture/73/
4.27.1 First Supplemental Indenture to Series 26 Supplement/74/
4.27.2 Purchase Agreement with respect to collateral securing Series 26
Bonds/75/
4.28 Series 27 Supplement to Indenture/76/
4.28.1 First Supplemental Indenture to Series 27 Supplement/77/
16
<PAGE>
4.28.2 Purchase Agreement with respect to collateral securing Series 27
Bonds/78/
4.29 Series 28 Supplement to Indenture/79/
4.29.1 First Supplemental Indenture to Series 28 Supplement/80/
4.29.2 Purchase Agreement with respect to collateral securing Series 28
Bonds/81/
4.30 Series 29 Supplement to Indenture/82/
4.30.1 First Supplemental Indenture to Series 29 Supplement/83/
4.30.2 Purchase Agreement with respect to collateral securing Series 29
Bonds/84/
4.31 Series 30 Supplement to Indenture/85/
4.31.1 First Supplemental Indenture to Series 30 Supplement/86/
4.31.2 Purchase Agreement with respect to collateral securing Series 30
Bonds/87/
4.32 Series 31 Supplement to Indenture/88/
4.32.1 First Supplemental Indenture to Series 31 Supplement/89/
4.32.2 Purchase Agreement with respect to collateral securing Series 31
Bonds/90/
4.33 Series 32 Supplement to Indenture/91/
4.34 Series 33 Supplement to Indenture/92/
4.35 First Amendment to Purchase Agreements/93/
4.36 Form of Guaranty Agreement with respect to Single-Family (Level
Payment) Mortgage-Backed Certificates between GNMA Issuer and GNMA
(GNMA I)/94/
4.37 Form of Guaranty Agreement with respect to Graduated Payment Mortgage-
Backed Certificates between GNMA Issuer and GNMA (GNMA I)/95/
4.38 Contractual Provisions of Mortgage-Backed Securities Guide for GNMA II
Program (Constituting the Guaranty Agreement for GNMA II Program)/96/
4.39 Form of FNMA Pool Purchase Contract/97/
4.40 Trust Indenture dated as of November 1, 1981, as amended, between FNMA
in its corporate capacity and FNMA, as trustee (''FNMA Indenture'')/98/
4.41 Sixth Supplemental Indenture dated as of May 1, 1985 to FNMA
Indenture/99/
4.42 Agreement to Purchase Conventional Home Mortgages and to Sell Mortgage
Participation Certificates between FHLMC and FHLMC Seller-Servicer/100/
4.43 Agreement to Guarantee Timely Payment of Scheduled Principal between
FHLMC and FHLMC Seller-Servicer/101/
4.44 FHLMC Mortgage Participation Certificate Agreement/102/
4.45 Guaranty between the Mortgage Company and the Trustee/103/
4.46 Letter Agreement among RHI, the Mortgage Company and the Company/104/
10.1 Form of Participation Agreement/105/
10.2 Form of Funding Agreement/106/
10.3 Agreement among the Company, Mellon National Corporation ("Mellon")
and certain of Mellon's subsidiaries/107/
10.4 Form of Guaranteed Investment Contract/108/
23.1 Consent of KPMG LLP
- ----------------
/1/Incorporated by reference to Exhibit 3.1 filed with Post-Effective
Amendment No. 1 to Registration Statement No. 2-89611 on June 28, 1985.
/2/Incorporated by reference to Exhibit 3.2 filed with the Company's Form 10.
/3/Incorporated by reference to Exhibit 3.2.1 filed with the Company's
Quarterly Report on Form 10-Q for period ended June 30, 1987.
/4/Incorporated by reference to Exhibit 4.1 filed with the Company's Current
Report on Form 8-K on June 29, 1984.
/5/Incorporated by reference to Exhibit 4.4 filed with the Company's Annual
Report on Form 10-K for the year ended December 31, 1984.
/6/Incorporated by reference to Exhibit 4.5 filed with the Company's Quarterly
Report on Form 10-Q for the period ended March 31, 1985.
/7/Incorporated by reference to Exhibit 4.7 filed with the Company's
Registration Statement No. 33-670 on October 4, 1985.
/8/Incorporated by reference to Exhibit 4.1 filed with the Company's Current
Report on Form 8-K on May 2,
17
<PAGE>
1986.
/9/Incorporated by reference to Exhibit 4.1 filed with the Company's Current
Report on Form 8-K on July 21, 1986.
/10/Incorporated by reference to Exhibit 4.14 filed with the Company's
Quarterly Report on Form 10-Q for the period ended June 30, 1986.
/11/Incorporated by reference to Exhibit 4.21 filed with the Company's
Quarterly Report on Form 10-Q for the period ended September 30, 1986.
/12/Incorporated by reference to Exhibit 4.33 filed with the Company's
Quarterly Report on Form 10-Q for the period ended June 30, 1987.
/13/Incorporated by reference to Exhibit 4.4 filed with the Company's Current
Report on Form 8-K on March 18, 1988.
/14/Incorporated by reference to Exhibit 4.19 filed with the Company's Current
Report on Form 8-K on October 11, 1988.
/15/Incorporated by reference to Exhibit 4.1.11 filed with the Company's
Annual Report on Form 10-K for the year ended December 31, 1989.
/16/Incorporated by reference to Exhibit 4.2 filed with the Company's Current
Report on Form 8-K on June 29, 1984.
/17/Incorporated by reference to Exhibit 4.1 filed with the Company's Current
Report on Form 8-K on October 11, 1988.
/18/Incorporated by reference to Exhibit 4.1.1 filed with the Company's
Current Report on Form 8-K on October 11, 1988.
/19/Incorporated by reference to Exhibit 4.3 filed with the Company's
Quarterly Report on Form 10-Q for the period ended September 30, 1984.
/20/Incorporated by reference to Exhibit 4.6 filed with the Company's
Quarterly Report on Form 10-Q for the period ended March 31, 1985.
/21/Incorporated by reference to Exhibit 4.2 filed with the Company's Current
Report on Form 8-K on October 11, 1988.
/22/Incorporated by reference to Exhibit 4.2.1 filed with the Company's
Current Report on Form 8-K on October 11, 1988.
/23/Incorporated by reference to Exhibit 4.3.4 filed with the Company's
Quarterly Report on Form 10-Q for the period ended September 30, 1993.
/24/Incorporated by reference to Exhibit 4.8.1 filed with Registration
Statement No. 33-670 on October 4, 1985.
/25/Incorporated by reference to Exhibit 4.3 filed with the Company's Current
Report on Form 8-K on October 11, 1988.
/26/Incorporated by reference to Exhibit 4.3.1 filed with the Company's
Current Report on Form 8-K on October 11, 1988.
/27/Incorporated by reference to Exhibit 4.2 filed with the Company's Current
Report on Form 8-K on May 2, 1986.
/28/Incorporated by reference to Exhibit 4.3 filed with the Company's Current
Report on Form 8-K on May 2, 1986.
/29/Incorporated by reference to Exhibit 4.24 filed with Post-Effective
Amendment No. 1 to Registration Statement No. 33-8475 on January 21, 1987.
/30/Incorporated by reference to Exhibit 4.4 filed with the Company's Current
Report on Form 8-K on October 11, 1988.
/31/Incorporated by reference to Exhibit 4.4.1 filed with the Company's
Current Report on Form 8-K on October 11, 1988.
/32/Incorporated by reference to Exhibit 4.2 filed with the Company's Current
Report on Form 8-K on July 21, 1986.
/33/Incorporated by reference to Exhibit 4.25 filed with Post-Effective
Amendment No. 1 to Registration Statement No. 33-8475 on January 21, 1987.
/34/Incorporated by reference to Exhibit 4.15 filed with the Company's
Quarterly Report on Form 10-Q for the period ended June 30, 1986.
/35/Incorporated by reference to Exhibit 4.16 filed with the Company's
Quarterly Report on Form 10-Q for the period ended June 30, 1986.
18
<PAGE>
/36/Incorporated by reference to Exhibit 4.5 filed with the Company's Current
Report on Form 8-K on October 11, 1988.
/37/Incorporated by reference to Exhibit 4.5.1 filed with the Company's
Current Report on Form 8-K on October 11, 1988.
/38/Incorporated by reference to Exhibit 4.17 filed with the Company's
Quarterly Report on Form 10-Q for the period ended September 30, 1986.
/39/Incorporated by reference to Exhibit 4.18 filed with the Company's
Quarterly Report on Form 10-Q for the period ended September 30, 1986.
/40/Incorporated by reference to Exhibit 4.19 filed with the Company's
Quarterly Report on Form 10-Q for the period ended September 30, 1986.
/41/Incorporated by reference to Exhibit 4.6 filed with the Company's Current
Report on Form 8-K on October 11, 1988.
/42/Incorporated by reference to Exhibit 4.6.1 filed with the Company's
Current Report on Form 8-K on October 11, 1988.
/43/Incorporated by reference to Exhibit 4.20 filed with the Company's
Quarterly Report on Form 10-Q for the period ended September 30, 1986.
/44/Incorporated by reference to Exhibit 4.25.1 filed with the Company's
Annual Report on Form 10-K for the year ended December 31, 1986.
/45/Incorporated by reference to Exhibit 4.22 filed with the Company's
Quarterly Report on Form 10-Q for the period ended September 30, 1986.
/46/Incorporated by reference to Exhibit 4.23 filed with the Company's
Quarterly Report on Form 10-Q for the period ended September 30, 1986.
/47/Incorporated by reference to Exhibit 4.26 filed with Post-Effective
Amendment No. 1 to Registration Statement No. 33-8475 on January 21, 1987.
/48/Incorporated by reference to Exhibit 4.27 filed with Post-Effective
Amendment No. 1 to Registration Statement No. 33-8475 on January 21, 1987.
/49/Incorporated by reference to Exhibit 4.28 filed with Post-Effective
Amendment No. 1 to Registration Statement No. 33-8475 on January 21, 1987.
/50/Incorporated by reference to Exhibit 4.29 filed with the Company's Annual
Report on Form 10-K for the year ended December 31, 1986.
/51/Incorporated by reference to Exhibit 4.30 filed with the Company's Annual
Report on Form 10-K for the year ended December 31, 1986.
/52/Incorporated by reference to Exhibit 4.31 filed with the Company's
Quarterly Report on Form 10-Q for the period ended March 31, 1987.
/53/Incorporated by reference to Exhibit 4.7 filed with the Company's Current
Report on Form 8-K on October 11, 1988.
/54/Incorporated by reference to Exhibit 4.7.1 filed with the Company's
Current Report on Form 8-K on October 11, 1988.
/55/Incorporated by reference to Exhibit 4.32 filed with the Company's
Quarterly Report on Form 10-Q for the period ended March 31, 1987.
/56/Incorporated by reference to Exhibit 4.34 filed with the Company's
Quarterly Report on Form 10-Q for the period ended June 30, 1987.
/57/Incorporated by reference to Exhibit 4.5 filed with the Company's Current
Report on Form 8-K on March 18, 1988.
/58/Incorporated by reference to Exhibit 4.8 filed with the Company's Current
Report on Form 8-K on October 11, 1988.
/59/Incorporated by reference to Exhibit 4.8.1 filed with the Company's
Current Report on Form 8-K on October 11, 1988.
/60/Incorporated by reference to Exhibit 4.35 filed with the Company's
Quarterly Report on Form 10-Q for the period ended September 30, 1987.
/61/Incorporated by reference to Exhibit 4.36 filed with the Company's
Quarterly Report on Form 10-Q for the period ended September 30, 1987.
/62/Incorporated by reference to Exhibit 4.9 filed with the Company's Current
Report on Form 8-K on October 11, 1988.
19
<PAGE>
/63/Incorporated by reference to Exhibit 4.9.1 filed with the Company's
Current Report on Form 8-K on October 11, 1988.
/64/Incorporated by reference to Exhibit 4.37 filed with the Company's
Quarterly Report on Form 10-Q for the period ended September 30, 1987.
/65/Incorporated by reference to Exhibit 4.10 filed with the Company's Current
Report on Form 8-K on October 11, 1988.
/66/Incorporated by reference to Exhibit 4.10.1 filed with the Company's
Current Report on Form 8-K on October 11, 1988.
/67/Incorporated by reference to Exhibit 4.38 filed with the Company's
Quarterly Report on Form 10-Q for the period ended September 30, 1987.
/68/Incorporated by reference to Exhibit 4.11 filed with the Company's Current
Report on Form 8-K on October 11, 1988.
/69/Incorporated by reference to Exhibit 4.11.1 filed with the Company's
Current Report on Form 8-K on October 11, 1988.
/70/Incorporated by reference to Exhibit 4.1 filed with the Company's Current
Report on Form 8-K on March 18, 1988.
/71/Incorporated by reference to Exhibit 4.12 filed with the Company's Current
Report on Form 8-K on October 11, 1988.
/72/Incorporated by reference to Exhibit 4.12.1 filed with the Company's
Current Report on Form 8-K on October 11, 1988.
/73/Incorporated by reference to Exhibit 4.2 filed with the Company's Current
Report on Form 8-K on March 18, 1988.
/74/Incorporated by reference to Exhibit 4.13 filed with the Company's Current
Report on Form 8-K on October 11, 1988.
/75/Incorporated by reference to Exhibit 4.13.1 filed with the Company's
Current Report on Form 8-K on October 11, 1988.
/76/Incorporated by reference to Exhibit 4.3 filed with the Company's Current
Report on Form 8-K on March 18, 1988.
/77/Incorporated by reference to Exhibit 4.14 filed with the Company's Current
Report on Form 8-K on October 11, 1988.
/78/Incorporated by reference to Exhibit 4.14.1 filed with the Company's
Current Report on Form 8-K on October 11, 1988.
/79/Incorporated by reference to Exhibit 4.44 filed with the Company's
Quarterly Report on Form 10-Q for the period ended March 31, 1988.
/80/Incorporated by reference to Exhibit 4.15 filed with the Company's Current
Report on Form 8-K on October 11, 1988.
/81/Incorporated by reference to Exhibit 4.15.1 filed with the Company's
Current Report on Form 8-K on October 11, 1988.
/82/Incorporated by reference to Exhibit 4.45 filed with the Company's
Quarterly Report on Form 10-Q for the period ended June 30, 1988.
/83/Incorporated by reference to Exhibit 4.16 filed with the Company's Current
Report on Form 8-K on October 11, 1988.
/84/Incorporated by reference to Exhibit 4.16.1 filed with the Company's
Current Report on Form 8-K on October 11, 1988.
/85/Incorporated by reference to Exhibit 4.46 filed with the Company's
Quarterly Report on Form 10-Q for the period ended June 30, 1988.
/86/Incorporated by reference to Exhibit 4.17 filed with the Company's Current
Report on Form 8-K on October 11, 1988.
/87/Incorporated by reference to Exhibit 4.17.1 filed with the Company's
Current Report on Form 8-K on October 11, 1988.
/88/Incorporated by reference to Exhibit 4.33 filed with the Company's
Quarterly Report on Form 10-Q for the period ended September 30, 1988.
/89/Incorporated by reference to Exhibit 4.18 filed with the Company's Current
Report on Form 8-K on October 11, 1988.
20
<PAGE>
/90/Incorporated by reference to Exhibit 4.18.1 filed with the Company's
Current Report on Form 8-K on October 11, 1988.
/91/Incorporated by reference to Exhibit 4.34 filed with the Company's
Quarterly Report on Form 10-Q for the period ended September 30, 1988.
/92/Incorporated by reference to Exhibit 4.34 filed with the Company's Annual
Report on Form 10-K for the year ended December 31, 1988.
/93/Incorporated by reference to Exhibit 4.35 filed with the Company's
Quarterly Report on Form 10-Q for the period ended March 31, 1989.
/94/Incorporated by reference to Exhibit 4.3 filed with Registration Statement
No. 2-89611 on February 23, 1984.
/95/Incorporated by reference to Exhibit 4.4 filed with Registration Statement
No. 2-89611 on February 23, 1984.
/96/Incorporated by reference to Exhibit 4.5 filed with Registration Statement
No. 2-89611 on February 23, 1984.
/97/Incorporated by reference to Exhibit 4.6 filed with Amendment No. 1 to
Registration Statement No. 2-89611 on April 19, 1984.
/98/Incorporated by reference to Exhibit 4.9 filed with the Company's Annual
Report on Form 10-K for the year ended December 31, 1984.
/99/Incorporated by reference to Exhibit 4.14 to Post-Effective Amendment No.
1 to Registration Statement No. 2-89611 on June 28, 1985.
/100/Incorporated by reference to Exhibit 4.15 to Post-Effective Amendment No.
1 to Registration Statement No. 2-89611 on June 28, 1985.
/101/Incorporated by reference to Exhibit 4.16 filed with Registration
Statement No. 33-670 on October 4, 1985.
/102/Incorporated by reference to Exhibit 4.17 filed with Registration
Statement No. 33-670 on October 4, 1985.
/103/Incorporated by reference to Exhibit 4.11 filed with the Company's
Quarterly Report on Form 10-Q for the period ended June 30, 1984.
/104/Incorporated by reference to Exhibit 4.19 filed with Registration
Statement No. 33-670 on October 4, 1985.
/105/Incorporated by reference to Exhibit 10.1 filed with the Company's
Quarterly Report on Form 10-Q for the period ended September 30, 1985.
/106/Incorporated by reference to Exhibit 10.2 filed with the Company's
Quarterly Report on Form 10-Q for the period ended September 30, 1985.
/107/Incorporated by reference to Exhibit 10.3 filed with Amendment No. 1 to
Registration Statement No. 2-89611 on April 19, 1984.
/108/Incorporated by reference to Exhibit 10.4 filed with Registration
Statement No. 33-670 on October 4, 1985.
(b) Reports on Form 8-K.
No report on Form 8-K was filed by the Company during the last quarter of
1999.
21
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Date: March 30, 2000
RYAN MORTGAGE ACCEPTANCE
CORPORATION IV
/s/ William J. Inman
By:____________________________
William J. Inman,
President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Signature
---------
/s/ William J. Inman
________________________
William J. Inman
Title
-----
President and Chairman of
the Board of Directors
(Principal Executive Officer)
Date
----
March 30, 2000
/s/ Peter J. Fitzsimmons
___________________________
Peter J. Fitzsimmons
Vice President; Controller;
Secretary; Director (Principal
Financial and Accounting Officer)
March 30, 2000
/s/ Paul C. Saville
________________________
Paul C. Saville
Vice President; Director
March 30, 2000
22
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Ryan Mortgage Acceptance Corporation IV:
We consent to incorporation by reference in the Registration Statements (No.
2-89611) on Form S-3 as amended by Post-Effective Amendment No. 2, (No. 33-
00670) on Form S-3 and (No. 33-8475) on Form S-3 as amended by Post-Effective
Amendment No. 1 of Ryan Mortgage Acceptance Corporation IV of our report dated
February 2, 2000, relating to the balance sheets of Ryan Mortgage Acceptance
Corporation IV as of December 31, 1999 and 1998 and the related statements of
income, comprehensive income, retained earnings and accumulated other
comprehensive income, and cash flows for each of the years in the three-year
period ended December 31, 1999, which report is included in the December 31,
1999 annual report on Form 10-K of Ryan Mortgage Acceptance Corporation IV.
McLean, Virginia /s/ KPMG LLP
March 30,2000
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