FORM 10-Q
Securities and Exchange Commission
Washington, D. C. 20549
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For Quarter Ended: June 30, 1997
Commission File Numbers: 2-97573, 33-12626 and 33-19023
NATIONAL MORTGAGE ACCEPTANCE CORPORATION
(Exact name of registrant as specified in its charter)
Virginia 54-1294217
(State or other Jurisdiction (I.R.S. Employer
of incorporation) Identification number)
823 East Main Street
P.O. Box 1854
Richmond, Virginia
(Address of principal executive offices)
23218
(Zip Code)
(804) 775-7904
(Registrant's telephone number, including area code)
Indicate by checkmark 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
of time 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 the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Class A Common Stock: 730 shares
Class B Common Stock: 1,665 shares
<PAGE>
Part I: FINANCIAL INFORMATION
June 30, 1997
Item 1. Financial Statements
Attached as Appendix A.
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Attached as Appendix B.
Part II: OTHER INFORMATION
Item 1. Legal Proceedings - None
Item 2. Changes in Securities - None
Item 3. Defaults on Senior Securities - None
Item 4. Submission of Matters to Vote of Security Holders -
Information regarding election of directors by the
registrant's voting shareholders previously reported
in registrant's report on Form 10-K for its year ending
December 31, 1996, as filed March 26, 1997.
Item 5. Other Information - None
Item 6. Exhibits and Reports on Form 8-K - None
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
NATIONAL MORTGAGE ACCEPTANCE CORPORATION
(Registrant)
By: ______________________________________________
Randall B. Saufley
Secretary/Treasurer
Principal financial officer and duly authorized officer
Date: August 8, 1997
<PAGE>
EXHIBIT INDEX
2. Not Applicable.
4.1 Indenture dated as of May 1, 1985 ("Indenture") between NMAC
and Texas Commerce Bank National Association as trustee
("Trustee"), previously filed as Exhibit 4.1 to Amendment
No. 1 to NMAC's Registration Statement on Form S-11,
Registration No. 2-97573 and incorporated by reference.
4.2 General Supplement relating to Subsequent Series dated as of
January 1, 1987, previously filed as Exhibit to NMAC's
Form 8-K filed on February 10, 1985, and incorporated by
reference.
4.3 Series Supplement to the Indenture, dated as of July 1, 1985,
relating to Series 1985-A Bonds, previously filed as Exhibit 4
to NMAC's Form 8-K filed on July 23, 1985, and incorporated
by reference.
4.4 Series Supplement to the Indenture, dated as of January 20,
1987, relating to Series B Bonds, previously filed as
Exhibit 4.3 to NMAC's Form 8-K filed on February 10, 1987,
and incorporated by reference.
4.5 Series Supplement to the Indenture, dated as of March 20,
1987, relating to Series C Bonds, previously filed as Exhibit
4.3 to NMAC's Form 8-K filed on April 8, 1987, and
incorporated by reference.
4.6 Series Supplement to the Indenture, dated as of October 30,
1987, relating to Series D Bonds, previously filed as Exhibit
4.3 to NMAC's form 8-K filed on November 12, 1987, and
incorporated by reference.
4.7 Form of Second General Supplement to Indenture relating to
Subsequent Series previously filed as Exhibit 4.4 to NMAC's
Post-Effective Amendment No. 1 on Form S-3 to S-11
Registration No. 33-19023 and incorporated by reference.
11. Not applicable. Information in Appendix A.
15. Not applicable.
18. Not applicable.
19. Not applicable.
20. Not applicable.
23. Not applicable.
24. Not applicable.
25. Not applicable.
28. Not applicable.
<PAGE>
Statements of Financial Condition
NATIONAL MORTGAGE ACCEPTANCE CORPORATION
June 30, 1997 December 31, 1996
(unaudited)
ASSETS
Cash 2,297 3,229
Trading securities, at market value 236,626 236,711
Restricted cash and investments -
Series 1985-A working capital reserve 54,944 53,665
Loans receivable from affiliates 15,560,603 17,328,606
Accrued interest receivable
from affiliates 875,284 974,734
Other assets 18,517 20,751
TOTAL ASSETS 16,748,271 18,617,696
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Bonds payable 15,560,603 17,328,606
Accrued interest payable 875,284 974,734
Other liabilities, principally
to affiliates 80,061 86,016
TOTAL LIABILITIES 16,515,948 18,389,356
SHAREHOLDERS' EQUITY
Common stock; $1 par value:
Class A (without right to dividend)-
authorized 7,500 shares, issued and
outstanding 730 shares 730 730
Class B (non-voting)-- authorized
7,500 shares, issued and outstanding
1,665 shares 1,665 1,665
Paid-in capital 182,565 182,565
Retained earnings 47,363 43,380
SHAREHOLDERS' EQUITY 232,323 228,340
TOTAL LIABILITIES AND
SHAREHOLDERS' 16,748,271 18,617,696
The accompanying notes are an integral part of these financial statements.
<PAGE>
Statements of Operations and Retained Earnings
NATIONAL MORTGAGE ACCEPTANCE CORPORATION
Three Months Ended Six Months Ended
June 30, June 30,
1997 1996 1997 1996
(unaudited) (unaudited)
REVENUES
Interest on loans $437,642 $548,240 $ 875,284 $ 1,096,480
Other interest 3,376 3,063 5,960 8,066
Management fees 16,984 20,369 33,228 40,670
Net unrealized
securities 1,741 1,478 4,496 (5,086)
459,743 573,150 918,968 1,140,130
COSTS AND EXPENSES
Interest on bonds 437,642 548,240 875,284 1,096,480
Management fees 16,984 20,369 33,228 40,670
Other 3,161 2,921 6,473 5,873
457,787 571,530 914,985 1,143,023
NET INCOME (LOSS)
BEFORE INCOME TAXES 1,956 1,620 3,983 (2,893)
INCOME TAX EXPENSE (BENEFIT) 0 0 0 0
NET INCOME (LOSS) 1,956 1,620 3,983 (2,893)
RETAINED EARNINGS AT
BEGINNING OF PERIOD 45,407 42,007 43,380 46,590
RETAINED EARNINGS AT
END OF PERIOD $ 47,363 $ 43,627 $ 47,363 $ 43,697
EARNINGS/(LOSS)
PER SHARE $ 0.82 $ 0.68 $ 1.66 $ (1.21)
The accompanying notes are an integral part of these financial statements.
<PAGE>
Statements of Cash Flows
NATIONAL MORTGAGE ACCEPTANCE CORPORATION
Six Months Ended Six Months End
June 30, 1997 June 30, 1996
(unaudited)
Cash flows from operating activities:
Net income (loss) $ 3,983 $ (2,893)
Adjustments to reconcile net
income to net cash provided by
(used for) operating activities:
Net unrealized securities trading (4,496) (5,086)
Cash and related investments
restricted - Series 1985-A
Working capital reserve (1,279) (25,044)
Accrued interest receivable
from affiliates 99,450 98,427
Decrease in accrued interest
payable (99,450) (98,427)
Trading securities 4,581 9,252
Other assets 2,234 (1,357)
Other liabilities, principally
to affiliates (5,955) 18,180
Total adjustments (4,915) (4,055)
Net cash provided used for
operating activities (932) (6,948)
Cash flows from investing activities:
Payments received on loans to
affiliates 1,768,003 1,749,828
Cash flows from financing activities:
Payments on bonds payable (1,768,003) (1,749,828)
Net decrease in cash (932) (6,948)
Cash at beginning of period 3,229 8,586
Cash at end of period $ 2,297 $ 1,638
The accompanying notes are an integral part of these financial statement.
<PAGE>
APPENDIX A (4/4)
NOTES TO FINANCIAL STATEMENTS
NATIONAL MORTGAGE ACCEPTANCE CORPORATION
June 30, 1997
NOTE A (Unaudited)
These financial statements should be read in conjunction with the
financial statements and notes thereto in National Mortgage Acceptance
Corporation's ("NMAC") Annual Report for the year ended December 31,
1996. The financial statements for the six months ended June 30, 1997,
include all adjustments (consisting only of normal recurring adjustments)
necessary for a fair presentation of the results of operations, financial
position, and cash flows for the interim periods. These amounts are
not necessarily indicative of results for a full year.
APPENDIX B
TO FORM 10-Q
Management's Discussion and Analysis of Financial Condition and
Results of Operations
NATIONAL MORTGAGE ACCEPTANCE CORPORATION
June 30, 1997
During the second quarter ended June 30, 1997, National Mortgage
Acceptance Corporation ("NMAC") did not issue any new series of its
TIMCO (Thrift Industry Mortgage Collateralized Obligation) or Mortgage
Collateralized Obligation Bonds.
During the six (6) month period ending June 30, 1997, NMAC revenues
were $918,968 which consisted primarily of i) interest on loans
receivable under funding agreements between NMAC and the participating
borrowers for NMAC's TIMCO Bonds, Series 1985-A (FHLMC Certificates)
(the "Series 1985-A Bonds") and ii) Management Fees received for the
on-going administration of two outstanding Bonds Series; Series
1985-A Bonds, (FHLMC Certificates), and Series D Bonds
(GNMA Certificates). Future revenues are expected to be provided
from interest payments on funding agreements for the Series A Bonds.
NMAC has caused an election to be made under the Internal Revenue
Code of 1986, as amended (the "Code"), to have the Trust Estate
for the Series D Bonds taxed as a separate real estate mortgage
investment conduit (a "REMIC"), in which the Series D Bonds are
"regular interests," as defined in the Code, with respect to the
REMIC. Other than its on-going fees for administration of the Series
D Bond REMIC, NMAC has no future economic benefit in the segregated
asset pool comprising of the Series D Bond REMIC. The "residual
interest" in the Series D Bond REMICs was sold by NMAC for cash in
1987. Accordingly, neither the collateral for the Series D Bonds
nor the Series D Bonds are recorded as assets or liabilities,
respectively, of NMAC. The interest income on the collateral for,
and the related interest expense on, the Series D Bonds will be
recorded only within the Series D Bond REMIC. Neither the interest
income nor the related interest expense on REMIC will have an impact
on NMAC's financial statements.
Interest on NMAC's outstanding Series 1985-A Bonds was the major source
of costs and expenses for the period. Cash flow from payments on the
loans receivable securing the Series 1985-A Bonds are anticipated to
provide cash sufficient to make all required payments on the related
1985-A Bonds. Consequently, NMAC anticipates that it will have no
additional cash requirements with respect to any of its outstanding
Bonds.
NMAC believes sufficient liquidity and capital resources exist to pay
all amounts due on the Series 1985-A Bonds and all other expenses of
NMAC. Furthermore, because each Series of Bonds is secured by
collateral paying interest at specified or determinable maximum rates
and payments on each Series of Bonds are designed not to exceed
payments received on the collateral for the related Series,
inflationary pressures have not affected, and are not expected to
affect, significantly the ability of NMAC to meet its obligations
as they become due.
NMAC has no salaried employees and has entered into management and
administrative service agreements with Craigie Incorporated
("Craigie"), an affiliate of NMAC, pursuant to which Craigie
provides NMAC with administrative, accounting and clerical services,
office space and the use of the service mark "TIMCO" for the
registrant's Bonds. Under these agreements, Craigie receives fees
from NMAC in connection with each funding agreement executed between
NMAC and the participating borrowers and with respect to the residual
interests with respect to the registrant's Series D Bonds. Fees paid
to NMAC by participating borrowers with respect to its Series A Bonds
and the holders of the residual interest with respect to its Series D
Bonds are expected by NMAC to be sufficient to provide for all on-going
costs and expenses with respect to the outstanding Series of its Bonds.
NMAC therefore anticipates that it will have no additional cash or
liquidity requirements with respect to its obligations under any
outstanding Series of its Bonds. Payments under the management and
administrative services agreements between NMAC and Craigie are not
expected to exceed the amount received by NMAC as on-going fees paid
to it by participating borrowers under their funding agreements and/or
holders of the residual interest with respect to the series D REMIC
Bonds. Texas Commerce Bank National Association, trustee for all
outstanding Series of NMAC's Bonds, also holds funds in expense reserve
accounts established under the Series Supplements for certain of NMAC's
outstanding Bonds to provide for future expenses of the Trustee with
respect to the related Series Supplement if other funds are
insufficient therefore. Such amounts are held under the respective
Series Supplements and are not recorded in the financial statements
for NMAC.
The Series 1985-A Working Capital Reserve, established by NMAC with
respect to its Series 1985-A Bonds, is funded by the Series 1985-A
participating borrowers from their funding agreements. These amounts
are available solely to pay any fees, charges, taxes, assessments,
impositions or other expenses of NMAC, other than bond administration
expenses, in connection with the Series 1985-A Bonds. The Series 1985-A
Working Capital Reserve is not available to pay expenses or claims of
NMAC other than with respect to the Series 1985-A Bonds, is not pledged
to secure the Series 1985-A Bonds and is not pledged to secure any
other Series of NMAC's Bonds.
With respect to certain of its administration duties for the Series D
REMIC, NMAC has contracted with Asset Investors, Inc. (formerly
Financial Asset Management Corporation and M.D.C. Consulting, Inc.).
Amounts due Asset Investors, Inc. for services rendered are paid from
amounts received by NMAC for administrative services from holders of
the Series D REMIC residual interest and are less than the gross amount
payable by such holders to NMAC.
On November 12, 1996 Craigie Incorporated purchased from the Federal
Deposit Insurance Corporation ("FDIC") the stock of three of the
affiliates who participated in the Series 1985-A Bonds. The affiliates
were Atlantic Financing Corporation, Security Federal Financing
Corporation and Mountain Financial Corporation.
As of June 30, 1997, NMAC's assets were $16,748,271 including $238,923
in unrestricted cash and trading securities. This cash balance, plus
interest earnings from the investment thereof, is available to pay NMAC's
annual operating expenses, and, if and to the extent necessary, amounts
in connection with the outstanding Bonds of NMAC.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 2,297
<SECURITIES> 291,750
<RECEIVABLES> 15,560,603
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 893,801
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 16,748,271
<CURRENT-LIABILITIES> 955,345
<BONDS> 15,560,603
0
0
<COMMON> 184,960
<OTHER-SE> 47,363
<TOTAL-LIABILITY-AND-EQUITY> 16,748,271
<SALES> 0
<TOTAL-REVENUES> 459,743
<CGS> 0
<TOTAL-COSTS> 457,787
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1,956
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,956
<EPS-PRIMARY> .82
<EPS-DILUTED> 0
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