SECURITIES & EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES ACT OF 1934
For Quarter Ended March 31, 1996 Commission File Numbers 33-76642
RAY ELLISON MORTGAGE ACCEPTANCE CORP.
-------------------------------------
Texas 74-2337351
- -------------------------------- ------------------------------
(State or other jurisdiction of (IRS Employer Identification
incorporation or organization) Number)
4800 Fredericksburg Road, San Antonio, Texas 78229
- ----------------------------------------------------------------------
(Address of Principal Executive Offices)
Registrant's telephone number, including area code:(210) 349-1111
N/A
- ----------------------------------------------------------------------
(Former name, former address, and former fiscal year, if changed since
last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to filing requirements
for the past 90 days.
Yes /X/ No / /
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at May 10, 1996
- --------------------------------- -------------------------------
Common Stock, $1.00 par value 10,000 shares
<PAGE>
RAY ELLISON MORTGAGE ACCEPTANCE CORP.
INDEX TO FORM 10-Q
Quarter Ended March 31, 1996
Part I. Financial Information
----------------------
Item 1. Financial Statements
Balance Sheets (Unaudited)
March 31, 1996 and
December 31, 1995 4 of 16
Statements of Operations (Unaudited)
Three months ended
March 31, 1996 and 1995 5 of 16
Statements of Cash Flows (Unaudited)
Three months ended
March 31, 1996 and 1995 6 of 16
Notes to Unaudited Financial Statements 7 of 16
Item 2. Management's Discussion and
Analysis of Financial Condition
and Results of Operation 12 of 16
Part 11. Other Information
Item 6. Exhibits and Reports on Form 8-K 15 of 16
<PAGE>
Item 1. Financial Statements
See next page.
<PAGE>
<TABLE>
RAY ELLISON MORTGAGE ACCEPTANCE CORP.
BALANCE SHEETS
<CAPTION>
(UNAUDITED)
March 31, December 31,
1996 1995
------------------------------------------
<S> <C> <C>
ASSETS
Cash $1,734 $3,956
Accrued interest receivable 2,477,844 2,617,251
Underwriting fees and bond issuance
expenses 14,771,308 15,836,185
Requisite funds on deposit 310,881 386,817
Notes Receivable from affiliates 2,206,501 1,244,279
Investment in GNMA securities 412,254,827 434,652,607
Fair value adjustment (4,836,945) 21,860,016
Less: unamortized discount (16,583,476) (17,598,623)
390,834,406 438,914,000
Deferred tax asset 379,455 -
------------- -------------
$410,982,129 $459,002,488
============= =============
LIABILITIES
Accounts payable $22,000 $24,853
Accrued interest 2,443,828 2,579,568
Bonds payable 407,862,000 429,652,000
Deferred tax liability - 7,048,980
------------ ------------
410,327,828 439,305,401
============ ============
STOCKHOLDER'S EQUITY (DEFICIT):
Common Stock, $1.00 par value,
10,000 shares authorized,
issued and outstanding 10,000 10,000
Contributed capital 1,983,785 1,911,003
Unrealized gains (losses) on
available-for-sale securities,
net of tax (4,836,945) 14,427,611
Retained earnings 3,497,461 3,348,473
------------- ------------
654,301 19,697,087
------------- ------------
$410,982,129 $459,002,488
============= ============
</TABLE>
<PAGE>
<TABLE>
RAY ELLISON MORTGAGE ACCEPTANCE CORP.
STATEMENT OF OPERATIONS (UNAUDITED)
<CAPTION>
Three Months Ended
March 31,
1996 1995
-------------- --------------
<S> <C> <C>
INCOME
Interest income $7,640,629 $9,207,939
Amortization of discount 429,485 316,599
Gain on sales of GNMA Securities 904,243 500,009
---------- ----------
8,974,357 10,024,547
EXPENSE
Interest expense 7,529,861 9,115,320
Amortization of underwriting fees
and bond issuance expenses 1,064,877 659,107
General and administrative 153,879 228,655
---------- -----------
8,748,617 10,003,082
---------- -----------
Income before taxes 225,740 21,465
Income tax expense (benefit) 76,752 (4,983)
---------- ------------
Net Income $148,988 $26,448
========== ============
</TABLE>
<PAGE>
<TABLE>
RAY ELLISON MORTGAGE ACCEPTANCE CORP.
STATEMENT OF CASH FLOWS (UNAUDITED)
<CAPTION>
Three Months Ended
March 31,
1996 1995
------------ ----------
<S> <C> <C>
OPERATING ACTIVITIES
Net income (loss) $148,988 $26,448
Adjustments to reconcile net income (loss) to net cash
used in operating activities:
Income tax expense (benefit) 76,752 (4,983)
Amortization of discount (429,485) (316,599)
Amortization of underwriting fees and bond
issuance expense 1,064,877 659,107
(Gain)/Loss on sale of GNMA securities (904,243) (500,009)
Changes in operating assets and liabilities:
Accrued interest receivable 139,407 (91,457)
Accounts payable (2,853) 37,815
Accrued interest payable (135,740) 169,745
---------- ---------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (42,297) (19,933)
INVESTING ACTIVITIES
Advances and notes with affiliate (962,222) (263,863)
Principal payments received on GNMA securities 9,333,220 4,794,655
Purchase of GNMA securities - (27,851,881)
Proceeds from sale of GNMA securities 13,383,141 8,773,920
----------- ------------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES 21,754,139 (14,547,169)
FINANCING ACTIVITIES
Decrease (increase) in requisite funds on deposit 75,936 52,350
Increase in underwriting fees and bond issuance expenses - (1,155,169)
Proceeds from sales of bonds - 29,000,000
Redemption of bonds payable (21,790,000) (13,193,000)
----------- -------------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES (21,714,064) 14,704,181
------------ -------------
INCREASE (DECREASE) IN CASH (2,222) 137,079
Cash at beginnning of year 3,956 51,523
------------ -------------
CASH AT MARCH 31, 1996 $1,734 $188,602
============ =============
</TABLE>
<PAGE>
Ray Ellison Mortgage Acceptance Corp.
Notes to Unaudited Financial Statements
March 31, 1996 and 1995
1. Significant Accounting Policies
Basis of Presentation
The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information
and with the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the three month period ended March 31, 1996 are not
necessarily indicative of the results that may be expected for the year ended
December 31, 1996. For further information refer to the consolidated financial
statements and footnotes thereto included in the Company's annual report on Form
10-K for the year ended December 31, 1995.
2. Bonds Payable
The Company has filed six shelf registrations authorizing a total issuance of
$1,600,000,000 in long-term bonds. The long-term bonds payable of the Company
are issued in series as follows:
<TABLE>
<CAPTION>
Face Bonds Outstanding
of Bonds Interest Maturity December 31 March 31,
Series Issued at Issue Date Date 1995 1996
- ------ ------ ------------ -------- -------- ---------- ----------
<C> <C> <C> <C> <C> <C> <C>
1985A 02/27/85 $ 11,559,000 11.500% 03/28/2015 $ - $ -
1985B 03/28/85 10,337,000 12.000% 04/28/2015 - -
1985C 04/24/85 10,343,000 11.850% 12/28/2015 - -
1985D 05/20/85 13,714,000 11.450% 07/28/2016 - -
1985E 06/26/85 12,784,000 10.750% 08/28/2016 - -
1985F 07/25/85 10,004,000 10.625% 09/28/2016 - -
1985G 08/28/85 9,223,000 10.750% 10/28/2016 - -
1985H 09/26/85 9,106,000 10.500% 11/28/2016 - -
<PAGE>
Ray Ellison Mortgage Acceptance Corp.
Notes to Unaudited Financial Statements
March 31, 1996 and 1995
2. Bonds Payable continued
Face Bonds Outstanding
of Bonds Interest Maturity December 31 March 31,
Series Issued at Issue Date Date 1995 1996
- ------ ------ -------- -------- --------- ----------------------
1985I 10/24/85 11,753,000 10.875% 12/28/2016 - -
1985J 11/26/85 8,720,000 10.400% 01/28/2017 - -
1985K 12/26/85 8,923,000 10.250% 02/28/2017 - -
1986A 01/28/86 9,380,000 9.750% 03/28/2017 - -
1986B 02/27/86 19,512,000 9.750% 04/28/2017 - -
1986C 03/26/86 9,204,000 9.375% 05/28/2017 - -
1986D 04/23/86 9,989,000 8.500% 06/28/2017 - -
1986E 06/26/86 10,650,000 9.250% 08/28/2017 - -
1986F 07/24/86 20,600,000 9.000% 09/28/2017 - -
1986G 08/28/86 20,990,000 9.000% 10/28/2017 - -
1986H 09/25/86 14,153,000 8.625% 11/28/2017 - -
1986I 11/25/86 10,002,000 8.625% 01/28/2018 - -
1986J 12/30/86 9,390,000 8.250% 02/28/2018 - -
1987A 07/30/87 17,500,000 9.000% 09/28/2018 - -
1987B 08/27/87 18,000,000 9.000% 10/28/2018 - -
1987C 09/30/87 10,000,000 9.500% 11/28/2018 - -
1987D 10/29/87 15,000,000 9.750% 12/31/2018 - -
1987E 11/25/87 16,000,000 10.000% 01/31/2019 - -
1987F 11/25/87 16,655,000 9.500% 01/31/2019 - -
1988A 01/27/88 15,000,000 9.500% 03/31/2019 - -
1988B 02/25/88 13,925,000 9.000% 04/30/2019 - -
1988C 02/25/88 10,000,000 8.500% 04/30/2019 - -
1988D 03/30/88 14,950,000 8.750% 05/31/2019 - -
1988E 05/26/88 18,000,000 9.125% 07/31/2019 - -
1988F 06/23/88 33,000,000 9.375% 08/31/2019 - -
1988G 06/23/88 14,000,000 9.450% 08/31/2019 - -
1988H 07/28/88 15,000,000 9.125% 09/30/2019 - -
1988I 08/25/88 25,000,000 9.375% 10/31/2019 - -
<PAGE>
Ray Ellison Mortgage Acceptance Corp.
Notes to Unaudited Financial Statements
March 31, 1996 and 1995
2. Bonds Payable continued
Face Bonds Outstanding
of Bonds Interest Maturity December 31 March 31,
Series Issued at Issue Date Date 1995 1996
- ------ ------ ---------- -------- ---------- ----------- ----------
1988J 08/25/88 22,000,000 9.200% 10/31/2019 - -
1988K 09/29/88 17,000,000 9.150% 11/30/2019 - -
1988L 10/27/88 20,000,000 9.100% 12/31/2019 - -
1988M 11/23/88 30,000,000 9.000% 01/31/2020 - -
1989A 01/25/89 22,000,000 9.500% 03/31/2020 - -
1989B 01/25/89 17,000,000 9.600% 03/31/2020 - -
1990A 05/24/90 5,000,000 9.500% 05/31/2021 - -
1990B 08/30/90 15,150,000 9.000% 08/31/2021 - -
1990C 09/27/90 10,000,000 9.100% 09/30/2021 - -
1990D 09/27/90 10,000,000 9.000% 09/30/2021 - -
1990E 10/25/90 10,000,000 9.150% 10/31/2021 - -
1990F 10/25/90 14,500,000 9.050% 10/31/2021 - -
1990G 11/21/90 15,000,000 9.000% 11/30/2021 - -
1990H 12/27/90 8,000,000 8.500% 12/31/2021 - -
1991A 02/21/91 9,000,000 8.100% 02/28/2022 - -
1991B 03/28/91 5,000,000 8.100% 03/31/2022 - -
1991C 04/25/91 6,000,000 8.150% 04/30/2022 - -
1991D 05/30/91 12,650,000 8.150% 05/31/2022 - -
1991E 06/27/91 28,500,000 8.500% 06/30/2022 - -
1991F 07/25/91 18,000,000 8.450% 07/31/2022 - -
1991G 08/29/91 18,000,000 8.000% 08/31/2022 - -
1991H 09/26/91 14,000,000 7.875% 09/30/2022 - -
1991I 11/27/91 13,000,000 7.500% 11/30/2022 8,929,000 -
1991J 12/23/91 7,000,000 7.500% 12/31/2022 4,237,000 -
1992A 03/26/92 21,000,000 7.250% 03/31/2023 14,664,000 14,293,000
1992B 04/23/92 6,500,000 7.400% 04/30/2023 4,841,000 4,671,000
1992C 05/28/92 17,500,000 7.600% 05/31/2023 12,272,000 11,763,000
1992D 06/25/92 24,000,000 7.400% 06/30/2023 18,397,000 17,355,000
<PAGE>
Ray Ellison Mortgage Acceptance Corp.
Notes to Unaudited Financial Statements
March 31, 1996 and 1995
2. Bonds Payable continued
Face Bonds Outstanding
of Bonds Interest Maturity December 31 March 31,
Series Issued at Issue Date Date 1995 1996
- ------ ------ ---------- -------- ---------- ----------- ----------
1992E 07/30/92 19,000,000 7.150% 07/31/2023 12,082,000 11,938,000
1992F 08/27/92 8,000,000 6.600% 08/31/2023 5,144,000 5,087,000
1992G 11/25/92 47,250,000 7.000% 11/30/2023 40,479,000 39,543,000
1992H 12/23/92 23,600,000 7.100% 12/31/2023 20,347,000 20,061,000
1992I 12/23/92 14,300,000 7.050% 12/31/2023 11,864,000 11,704,000
1993A 01/28/93 24,000,000 7.000% 01/31/2024 20,812,000 20,133,000
1993B 12/22/93 21,000,000 6.000% 12/31/2024 20,515,000 20,452,000
1994A 01/27/94 15,000,000 6.000% 01/31/2025 14,669,000 14,624,000
1994B 02/24/94 13,000,000 6.000% 02/28/2025 12,724,000 12,642,000
1994C 03/24/94 10,000,000 6.500% 03/31/2025 9,818,000 9,791,000
1994D 05/26/94 19,500,000 7.400% 05/31/2025 18,254,000 18,067,000
1994E 05/26/94 13,950.000 7.500% 05/31/2025 13,184,000 13,013,000
1994F 06/23/94 16,000,000 7.300% 06/30/2025 15,028,000 14,678,000
1994G 07/28/94 16,500,000 7.125% 07/31/2025 15,397,000 15,341,000
1994H 07/28/94 24,150,000 7.500% 07/31/2025 23,363,000 23,068,000
1994I 08/25/94 16,050,000 7.500% 08/31/2025 15,002,000 14,844,000
1994J 09/29/94 18,600,000 7.500% 09/30/2025 17,472,000 17,300,000
1994K 11/23/94 15,000,000 8.000% 11/30/2025 14,020,000 13,481,000
1994L 12/28/94 15,000,000 8.100% 12/31/2025 14,124,000 13,427,000
1994M 12/28/94 16,500,000 8.000% 12/31/2025 14,757,000 14,054,000
1995A 02/23/95 8,000,000 8.000% 02/28/2026 7,805,000 7,574,000
1995B 03/30/95 21,000,000 7.500% 03/31/2026 20,339,000 19,875,000
1995C 05/25/95 9,225,000 7.100% 05/31/2026 9,113,000 9,083,000
------------ ----------- ----------
1,313,566,000 429,652,000 407,862,000
============= =========== ===========
</TABLE>
<PAGE>
Ray Ellison Mortgage Acceptance Corp.
Notes to Unaudited Financial Statements
March 31, 1996 and 1995
2. Bonds payable continued
The remaining bonds may be redeemed at the option of the Company, in whole or in
part, at any time after the fourth anniversary of their issuance. To ensure
sufficient funds to meet debt service requirements, the Indenture provides for
redemption if the payments to be made on the GNMA securities will be less than
the debt service requirements. The amounts of bonds to be redeemed are dependent
on a number of factors such as: 1) prepayments on the GNMA securities, 2)
interest earned on requisite funds, 3) deposit or substitution of collateral in
lieu of bond redemption , and 4) requests for redemption by bondholders. In all
redemptions described above, the redemption price will be 100% of the principal
amount of the bonds to be redeemed plus interest accrued to the date of
redemption.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operation.
Quarter ended March 31, 1996
As of March 31, 1996, the Company has completed the issuance of
eighty-seven Series of its GNMA-Collateralized Bonds (Bonds). Each Series of
Bonds has been assigned a bond rating of AAA by Standard & Poors Ratings Groups.
Proceeds from the sale of each Series of Bonds have been used by the Company to
purchase GNMA (Government National Mortgage Association) securities from
affiliated companies. The GNMA securities purchased are pledged as collateral
for one or more Series of the Company's Bonds.
From time to time, the Company has substituted or deposited additional
GNMA securities to below-market Bond Series in accordance with the Indentures
under which the Bonds are issued. Management anticipates that such
substitution or deposit of additional GNMA securities in these Bond Series
will defer redemptions in the Bond series affected.
Additionally, from time to time the Company has substituted or withdrawn
GNMA securities securing above-market Bond Series to the extent permitted by
the Indentures. Management anticipates that such substitutions or withdrawals
of GNMA securities will accelerate redemptions in the Bond Series affected.
As of March 31, 1996 the Company has exercised its option to redeem 60
Series of Its GNMA-Collateralized Bonds (Series 1985A through 1991J). These
calls produced significant gains for the Company. The Company has exercised its
option to redeem GNMA-Collateralized Bonds Series whenever the Series were
callable and the interest rate on the series was above the current market
interest rate. Management anticipates calling any above-market interest rate
Bond Series at the earliest date permitted under the respective prospectus
supplement for such Bonds Series.
The Company anticipates that receipts from the GNMA securities securing
each outstanding series of Bonds together with reinvestment income thereon and
funds available in any reserve funds which may be established for such series,
will be adequate to meet the Company's cash flow requirements to pay
administrative expenses and the principal of and interest on each series of
Bonds as they become due. The Company does not have, nor does management
expect that the Company will have, any significant source of cash flow other
that capital contributions from its parent and/or advances from its affiliates
and receipts on collateral securing Bonds which have been or may be issued
by the Company.
<PAGE>
Because each series of outstanding Bonds is secured by GNMA securities
paying interest and principal at specified rates backed by existing pools of
mortgage loans, and because payment on outstanding Bonds issued by the Company
are at fixed interest rates, management does not expect that changes in
economic factors will significantly affect the Company's ability to meet its
obligations as they come due.
In May 1993 the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 115, "Accounting for Certain Investments in
Debt and Equity Securities, "effective for fiscal years beginning after
December 15, 1993. The Company adopted the provisions of the new standard for
investments held as of or acquired after January 1, 1994. Under the new rules,
debt securities that the Company does not have the positive intent and ability
to hold to maturity are carried at fair value. Unrealized holding gains and
losses on securities classified as available-for-sale are carried as a
separate component of shareholders' equity.
The Company wishes to emphasize that due to the nature of its business,
the GNMA securities carried as available-for-sale collateralize
GNMA-collateralized bonds, and the securities are not salable before the bonds
are callable, at some future date. In addition, the market value of GNMA
securities fluctuates significantly as interest rates change; therefore, the
market values of the GNMA securities as of the future redemption dates may vary
significantly from the current date, and the realization of the unrealized gains
is not assured. When market is such that the value of GNMA securities is less
than amortized cost, the Company has the expectation that they would be held to
maturity as collateral for the related GNMA-collateralized Bonds, or until the
market value increases, whichever is sooner, and the Company would not realized
any unrealized losses. Thus, no tax benefit is recognized for unrealized losses
for the Company's investment in GNMA's.
<PAGE>
Part II. Other Information
Item 1. Legal Proceedings
NONE
Item 2. Change in Securities
NONE
Item 3. Defaults Upon Senior Securities
NONE
Item 4. Submission of Matters to Vote of Security Holders
NONE
Item 5. Other Information
NONE
Item 6. Exhibits and Reports on Form 8K
(a) Report on Form 8K for item 2- See Report dated April 25,
1996 for Purchase of securities and issuance of 1996A and
amendment of indenture
<PAGE>
Signatures:
Pursuant to the requirements of the Securities and Exchange act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
RAY ELLISON MORTGAGE ACCEPTANCE CORP.
(Registrant)
/s/ Locksley Simmons
------------------------------------
Locksley Simmons
Vice President and Chief Financial Officer
DATE: May 14, 1996
<PAGE>
Exhibit Index
EX-3.1 Articles of Incorporation of the Registrant as originally filed. (1)
EX-3.2 Bylaws of the Registrant as currently in effect. (1)
EX-4.1 Form of Indenture between the Registrant and Trustee (containing Form
of Bond). (4)
EX-4.2 Form of Series Supplement(2)
EX-4.3 Form of Guaranty Agreement for GNMA I Program ("Summary of Guaranty
Agreement". (3)
EX-4.4 Form of Guaranty Agreement for GNMA II Program ("Schedule of
Subscribers and GNMA II Contractual Agreement"). (4)
*EX-15 Letter re unaudited interim financial information.
*EX-27 Financial Data Schedule
(1) Previously filed with the Commission as an exhibit to the
Registrant's Form S-11 Registration Statement (File No. 2-93624)
on October 4, 1984, and incorporated by reference herein.
(2) Previously filed with the Commission as an exhibit to the
Post-Effective Amendment No. 1 to the Registrant's Form S-11
Registration Statement (File No. 2-93624) on February 14, 1985,
and incorporated by reference herein.
(3) Previously filed with the Commission as an exhibit to Amendment
No. 1 to the Registrant's Form S-11 Registration Statemnt (File
No. 2-93624) on January 11, 1985, and incorporated by reference
herein.
(4) Previously filed with the Commission as an exhibit to the
Registrant's Form S-11 Registration Statement (File No. 33-48368)
on June 4, 1992, and incorporated by reference herein.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
financial statments of Ray Ellison Mortgage Acceptance Corp. at March 31, 1996
and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<CIK> 754591
<NAME> Ray Ellison Mortgage Acceptance Corp.
<MULTIPLIER> 1
<CURRENCY> U.S. Dollars
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<EXCHANGE-RATE> 1
<CASH> 1,734
<SECURITIES> 390,834,406
<RECEIVABLES> 2,477,844
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,479,578
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 410,982,129
<CURRENT-LIABILITIES> 2,465,828
<BONDS> 407,862,000
0
0
<COMMON> 10,000
<OTHER-SE> 644,301
<TOTAL-LIABILITY-AND-EQUITY> 410,982,129
<SALES> 0
<TOTAL-REVENUES> 8,974,357
<CGS> 0
<TOTAL-COSTS> 8,748,617
<OTHER-EXPENSES> 153,879
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 7,529,861
<INCOME-PRETAX> 225,740
<INCOME-TAX> 76,752
<INCOME-CONTINUING> 148,988
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 148,988
<EPS-PRIMARY> 14.89
<EPS-DILUTED> 14.89
</TABLE>
