FORM 10-K
Securities and Exchange Commission
Washington, D. C. 20549
Annual Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For Year Ended Commission File Numbers:
December 31, 1997 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 23219
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(804) 775-7904
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
NONE
Indicate by checkmark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of theSecurities Exchange
Act of 1934 during the preceding 12 months (or for such period that
the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past ninety (90) days.
Yes X No
Aggregate market value of voting stock held by non-affiliates of the
registrant as of March 1, 1998:
NONE
Number of shares of common stock outstanding as of March 1, 1998:
Class A: 730 shares
Class B: 1,665 shares
<PAGE>
PART I
Item 1. Business
National Mortgage Acceptance Corporation ("NMAC"), was incorporated
under the laws of the Commonwealth of Virginia on October 19, 1984,
as a limited purpose finance corporation under the name "Thrift
Financing Corporation". NMAC adopted its present name in 1989.
NMAC maintains its principal executive offices at 823 East Main
Street, 1st Floor, Richmond, Virginia 23219, and its telephone
number is (804) 775-7904.
Under its Restated and Amended Articles of Incorporation, NMAC's
business is limited to issuing bonds ("Bonds") principally secured by,
or with interests in, "Mortgage Collateral." Mortgage Collateral may
include mortgage loans and deed of trust loans secured by real
estate and certificates evidencing interests in pools of such
mortgage and/or deed of trust loans, which certificates may be
issued or guaranteed by the Government National Mortgage Association,
the Federal Home Loan Mortgage Corporation, the Federal National
Mortgage Association, and/or private issuers. NMAC may lend the
proceeds from the sale of its Bonds to participating borrowers
pursuant to loan or funding agreements through which NMAC will obtain
pledges of Mortgage Collateral to secure a related series of Bonds.
NMAC also may use the proceeds from the sale of its Bonds to acquire
Mortgage Collateral pledged to secure a series of its Bonds. NMAC's
activities in connection with such transactions may include holding,
transferring, assigning, pledging, financing,refinancing and otherwise
dealing with mortgage loans and mortgage certificates and any
activities incident to or necessary or convenient to accomplish
the foregoing purposes.
Each series of NMAC's Bonds is secured by collateral consisting
primarily of (1) Mortgage Collateral owned by NMAC and pledged to
secure that series of Bonds, (2) funding agreements with participating
borrowers, which funding agreements are secured by Mortgage Collateral,
(3) a combination of such Mortgage Collateral and funding agreements,
and/or (4) amounts deposited in the various funds and accounts created
for such series of NMAC's Bonds and investments made with such funds.
Collateral for each series of NMAC's bonds is pledged and assigned by
NMAC to a trustee on behalf of the holders of the Bonds of such series
and, except for certain insurance policies (or deposits partially or
entirely in lieu of such insurance policies), collateral for a
particular series of Bonds will not be available for payment of Bonds
of any other series or for payment of any other liabilities of NMAC.
Funds held by the trustee with respect to each series of Bonds are
restricted so as to assure the payment of principal and interest on
the Bonds of such series to the extent of such funds.
With respect to any one or more series of its Bonds, NMAC may cause
an election to be filed under the Internal Revenue Code of 1986, as
amended (the "Code"), to have the segregated asset pool comprising
the trust estate for such series of Bonds treated as a real estate
mortgage investment conduit ("REMIC") as defined in the Code (each
such series, a "REMIC Series"). If a REMIC election is to be made
with respect to the trust estate for a series of NMAC's Bonds, the
Bonds of such REMIC Series will be treated as "regular interests" in
a REMIC, as such term is defined in the Code. In connection with one
or more REMIC Series, NMAC expects that it will sell all or substantially
all of the "residual interest," as such term is defined in the Code,
in such REMIC Series to entities engaged, directly or through their
owners or affiliates, in mortgage funding, financing or origination
activities.
<PAGE>
Each series of NMAC's Bonds is to be secured by separate collateral
that does not serve as security for any other series of NMAC's Bonds.
The collateral pledged to the trustee securing a series of NMAC's Bonds
is projected to produce cash flow sufficient, together with reinvest-
ment income thereon at an assumed annual rate and assuming timely
payment to the trustee of distributions on the Mortgage Collateral
for such series, to make principal and interest payments required to be
made on the outstanding Bonds of that series. With respect to any
REMIC Series of NMAC's Bonds, the sale by NMAC of the "residual
interest" in the trust estate for such REMIC Series will constitute
a sale by NMAC of the economic benefit of the amounts remaining in the
trust estate for such REMIC Series after payments of the Bonds of the
related REMIC Series. Such amounts will be paid to the purchasers of
the residual interest of such REMIC Series, and will not be available
to creditors of NMAC or available to pay other liabilities or
obligations of NMAC.
NMAC has no salaried employees and has entered into management and
administrative services agreements with Craigie Incorporated ("Craigie",
an affiliated company), pursuant to which Craigie provides NMAC with
administrative, accounting and clerical services, office space and
the use of the registered service mark "TIMCO" for NMAC's Bonds. NMAC
also enters into management agreements with non-affiliates with respect
to certain services to be provided by NMAC with respect to REMIC Series
of its Bonds.
Information as of December 31, 1997 with respect to NMAC's outstanding
bonds is included in Notes 5 and 6 of NMAC's financial statements
included herein.
Item 2. Properties
NMAC has no material physical properties.
Item 3. Legal Proceedings
None.
Item 4. Submission of Matters to a Vote of Security Holders
On January 17, 1997, in lieu of an annual meeting, a Consent Agreement
was used as a proxy to elect to NMAC's Board of Directors, Allen Mead
Ferguson, John Thomas West, IV, George B. Pugh, Jr., John W. Wright and
Merlin T. Grim.
<PAGE>
PART II
Item 5. Market for Registrant's Common Equity and Related Shareholder
Matters
There is no market for NMAC common stock. All outstanding common
stock of NMAC is owned by Craigie and by the service corporation
subsidiaries of what were originally nine savings and loan associations
and savings banks. As of December 31, 1997, four of the nine savings
and loan associations and savings banks are believed to be under the
management of Federal Banking Regulators. There has been no transfer
of common stock ownership and no dividends were paid with respect to
NMAC common stock in 1996 or 1997.
Item 6. Selected Financial Data
The following data are for the years ended December 31, 1997, 1996,
1995, 1994, and 1993.
Year Ended December 31,
1997 1996 1995 1994 1993
Statement of
Operations
Data
Revenues $1,742,471 $2,164,745 $3,339,636 $4,542,830 $6,853,559
Net Income
(Loss) 6,473 (3,210) 12,404 (11,568) (426)
Earnings
(Loss) Per
Share 2.70 (1.34) 5.18 (4.83) (.18)
Balance Sheet
Total Assets $14,998,274 $18,617,696 $23,533,660 $40,102,184 $62,051,403
Receivables
Pursuant to
Funding
Agreements 13,894,203 17,328,606 21,242,798 37,378,026 58,480,390
Bonds
Payable* 13,894,203 17,328,606 21,242,798 37,462,181 58,557,003
*Does not include Series B and Series D Bonds which are REMIC Series of
NMAC's Bonds. As of December 31, 1997, the outstanding Series D
aggregated $32,724,983. See part II, Item 7, of this Report on Form
10-K.
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operation
NMAC was organized to facilitate the financing of long-term mortgage
loans through issuance of its mortgage collateralized obligations.
Such financing is facilitated by NMAC entering into funding agreements
secured by Mortgage Collateral with participating borrowers and/or by
NMAC acquiring Mortgage Collateral and pledging the mortgage
collateralized funding agreements, directly owned Mortgage Collateral
and/or a combination thereof to secure its Bonds. NMAC does not have,
and is not expected to have, any significant assets other than assets
pledged to secure a specific series of its Bonds. Furthermore, to the
extent NMAC sells the "residual interest" in a REMIC Series of its
Bonds, NMAC will have sold, and will have no further interest in,
the economic benefit of the difference between the payments received
on the collateral (i.e., trust estate) for such REMIC Series of its
Bonds, including reinvestment earnings thereon, and the debt service
on such REMIC Series of its Bonds.
Revenues for 1997, 1996, 1995, 1994, and 1993 consist primarily of
(i) interest on loans receivable under funding agreements between NMAC
and participating borrowers for the registrant's Series 1985-A Bonds,
and Series C Bonds, and (ii) administrative fees paid to NMAC with
respect to its outstanding Series 1985-A, B, and D Bonds. The Series
B Bonds and the Series C Bonds were retired in 1996 and 1995,
respectively. Future revenues are expected to be provided from
interest payments on funding agreements for the Series 1985-A and the
1985 Series D Bonds, and from administrative fees relating to REMIC
Series of NMAC's Bonds.
Costs and expenses incurred by NMAC during each period result primarily
from interest payable on its Bonds, expenses with respect to developing
financing programs, and expenses incurred in connection with
administering outstanding Series of its Bonds. Such costs and expenses
incurred in any period, including those for any future period, depend
primarily upon the amount of NMAC's Bonds issued and outstanding during
any such period and the interest rate payable on such Bonds. NMAC
receives, from the participating borrowers in its Series A Bonds and
the residual interest holders with respect to its Series D Bonds,
administration payments and fees which have been equal to, less than
or in excess of the costs incurred by NMAC in administering such
outstanding series of Bonds. Such fees and payments received by NMAC
are expected to continue to adequately provide for the costs incurred
by NMAC in administering such Bonds on a current basis, thereby not
impacting upon NMAC's need for liquidity in the short or long term.
With respect to NMAC's Series B and Series D Bonds, NMAC caused an
election to be made under the Code to have the trust estate for such
Bonds taxed as a REMIC, in which the Series B Bonds and Series D Bonds,
as the case may be, are (or were in the case of the Series B Bonds)
"regular interests", as defined in the Code. Other than its ongoing
fees for administration of the Series D Bond REMICs, NMAC has no future
economic benefit in the segregated asset pools comprising the Series
D REMICs. The "residual interest" in each of these series was sold
by NMAC for cash. Accordingly, neither the collateral for these REMIC
Series nor the related 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 related REMIC and will have no impact on NMAC's
financial statements. As previously notes, the Series B Bonds were
retired in 1996.
Interest on NMAC's outstanding Series 1985-A and Series C Bonds was
the major source of cost and expenses for the years ending December
31, 1997, 1996, 1995, and 1994. Cash flow from payments of the loans
receivable securing the Series 1985-A Bonds is anticipated to continue
to provide cash sufficient to make all required payments on the Series
1985-A Bonds. Similarly, cash flow from the Mortgage Collateral for
NMAC's Series D Bonds is anticipated to continue to provide cash
sufficient to make required payments thereon. Consequently, NMAC
anticipates that it will have no additional cash requirements with
respect to any of its outstanding Bonds. Future net income of NMAC
is expected to vary in direct relation to the issuance of one or more
series of its Bonds in a given year.
With respect to future series of NMAC's Bonds secured by funding
agreements, the participating borrowers will be obligated to pay costs
of issuance with respect to the related series of Bonds and to pay
ongoing Bond administration expenses with respect to the related
series of NMAC's Bonds, including ongoing fees to NMAC for services
rendered by NMAC in connection with the related series of Bonds.
With respect to future REMIC Series of Bonds issued by NMAC, purchasers
of the "residual interest" in each such REMIC Series will be obligated
to pay administration expenses rendered under the related residual
interest agreements. The purchase price of such residual interests
is expected to be sufficient to pay costs of issuance of such REMIC
Series with respect to outstanding and future series of NMAC's Bonds
not paid from Bond proceeds. NMAC believes that payments on the
collateral securing each series of its Bonds, whether now outstanding
<PAGE>
or to be issued in the future, will be sufficient to meet all required
payments of principal and interest on each such series of Bonds.
Furthermore, fees paid to NMAC by participating borrowers and by
purchasers of the "residual interest" in a REMIC Series of NMAC's
Bonds, together with NMAC's interest in any Mortgage Collateral
owned by it and pledged to secure a series of Bonds are expected
to be sufficient to provide for all ongoing costs and expenses. 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 in either the short or long term. NMAC also
anticipates that the debt service requirements for any additional
series of its Bonds will be satisfied by the collateral securing
such series of Bonds.
To provide for administration and other management support, NMAC has
entered into agreements with Craigie and others. Payments under these
agreements are not expected to exceed the amounts received by NMAC as
ongoing fees paid to it by participating borrowers under their funding
agreements and/or purchasers of the residual interest in any REMIC
Series of NMAC's Bonds.
NMAC has established a Series 1985-A Working Capital Reserve, which
reserve is funded by Series 1985-A participating borrowers from
amounts otherwise distributable to them under the terms of their
funding agreements. The Series 1985-A Working Capital Reserve is
available solely to pay any fees, charges, taxes, assessments,
impositions or other expenses of NMAC, other than Bond administration
expenses of NMAC, in connection with the Series 1985-A Bonds or related
funding agreements. NMAC is empowered, in its sole discretion, to
expend amounts on behalf of, and release amounts to, the Series
1985-A participating borrowers from this working capital reserve. In
1996, $806,635.57 was released to participating borrowers from the
reserve. The Series 1985-A Working Capital Reserve is not available
to pay expenses of NMAC or claims other than with respect to the Series
1985-A Bonds, is not pledged to secure the Series 1985-A Bonds and
will not be pledged to secure any other series of NMAC's Bonds. NMAC
does not anticipate establishing working capital reserves with respect
to future series of its Bonds.
As of December 31, 1997, NMAC's assets were $14,998,274, including
$246,819 in unrestricted cash and marketable securities. This 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.
Item 8. Financial Statements and Supplementary Data
The response to this item is submitted in Appendix A.
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
None.
<PAGE>
PART III
Item 10. Directors and Executive Officers of the Registrant
The persons set forth below are the directors and executive officers
of NMAC as of December 31, 1997:
Current
Name Age Title
Allen Mead Ferguson 60 President, Chairman of the Board
and Director
John Thomas West, IV 51 Director and Vice President
George B. Pugh, Jr. 48 Director
John W. Wright 48 Director and Vice President
Merlin T. Grim 42 Director
Randall B. Saufley 36 Secretary, Treasurer and Vice President
Allen Mead Ferguson, 60, elected Chairman in 1997, a Director since
1989, and was elected Chief Executive Officer of Craigie Incorporated
in 1995, and was formerly Chief Operating Officer and President since
1989 and Executive Vice President since 1980.
John Thomas West, IV, 51, elected President and Chief Operating Officer
in 1997, a Director since 1984, was elected Executive Vice President
in 1990, and was formerly Secretary, Treasurer and Senior Vice
President since 1984, of Craigie Incorporated.
George B. Pugh, Jr., 48, has been Executive Vice President and Managing
Director of Craigie Incorporated since 1980.
John W. Wright, 48, elected Executive Vice President in 1997, a
Director in 1989, was elected Senior Vice President of Craigie
Incorporated in 1992, and was formerly Vice President since 1984.
Mr. Wright formerly served as Vice President of Investors Mortgage
Insurance Company, Boston, Massachusetts.
Merlin T. Grim, 42, elected Executive Vice President in 1997,
Treasurer in 1995 and was elected Senior Vice President of Craigie
Incorporated in 1993.
Randall B. Saufley, 36, elected Senior Vice President in 1997, Vice
President in 1995 and Controller in 1995, was elected Assistant
Vice President of Craigie Incorporated in 1994.
All of the foregoing directors of NMAC, were reelected at the annual
meeting of the shareholders and officers at the Board of Directors
meeting, held as of January 17, 1997 to serve until their successors
are elected and shall qualify.
Item 11. Executive Compensation
NMAC has no salaried employees and does not compensate its directors.
<PAGE>
Item 12. Security Ownership of Certain Beneficial Owners and Management
NMAC has two Classes of its Common Stock. NMAC's Class A and Class B
Common Stock are identical except that Class A Common Stock is voting
but not entitled to dividends and Class B Common Stock is non-voting
but has the right to receive dividends.
The following table sets forth certain information regarding the
beneficial ownership of each class of NMAC's Common Stock by each entity
that owns 5% or more of such Common Stock:
Class of Stock,
Amount of Name and Address
Name and Address Beneficial Ownership of Affiliated
of Beneficial Owner and Percent of Class(1) Financial
Class A % Class B % Institution (1)
Craigie Incorporated 370 50.5 333 20.0 --
Richmond, Virginia
(See Note (5))
Colonial Service Corp. 40 5.5 148 8.9 Atlantic Permanent
Norfolk, Virginia Federal Savings
Bank, F.S.B.
Norfolk, VA
(See Note (2))
Jefferson Funding 40 5.5 148 8.9 Jefferson Savings
Corporation & Loan Assoc.
Warrenton, Virginia Warrenton, VA
(See Note (4))
Investors Service
Corporation 40 5.5 148 8.9 Investors Savings
Richmond, Virginia Bank
Richmond, VA
(See Note (2))
Pioneer Financial
Services, Inc. 40 5.5 148 8.9 Pioneer Federal
Richmond, Virginia Savings and Loan
Association
Hopewell, VA
Roanoke Valley Service 40 5.5 148 8.9 CorEast Federal
Corporation Savings Bank,
Roanoke, Virginia F.S.B.
Roanoke, Virginia
(See Note (2))
Security Financial Security Federal
Service 40 5.5 148 8.9 Savings & Loan
Corporation Association
Richmond, Virginia Richmond, VA
(See Note (2))
Southern Service
Corporation 40 5.5 148 8.9 Virginia Federal
Richmond, Virginia Savings and Loan
Association
Richmond, Virginia
(See Note (3))
<PAGE>
Class of Stock,
Amount of Name and Address
Name and Address Beneficial Ownership of Affiliated
of Beneficial Owner and Percent of Class(1) Financial
Class A % Class B % Institution(1)
Southside Service 40 5.5 148 8.9 Virginia First
Corporation Savings Bank, F.S.B.
Petersburg, VA Petersburg, Virginia
(See Note (5))
The First Colony Service 40 5.5 148 8.9 Life Federal Savings
Corporation Bank, F.S.B.
Norfolk, Virginia Norfolk, Virginia
(See Note (5))
_______________
NOTES:
(1) None of the financial institutions are affiliates of each other,
and none insures or guarantees payment of principal or interest on
NMAC's Bonds, any funding agreement or any Mortgage Collateral.
(2) The financial institutions are under the Management of the
Federal Deposit Insurance Corporation (FDIC).
(3) In December, 1988 the Virginia Federal Savings and Loan
Association was purchased by MNC Financial Corporation of Baltimore,
Maryland, subsequently purchased by Crestar Bank, Richmond, Virginia.
(4) In January, 1995, Jefferson Savings & Loan Association was
purchased by Crestar Bank, Richmond, Virginia.
(5) BB&T Corporation purchased Craigie Incorporated, Virginia
First Savings Bank and Life Federal Savings Bank on October 1, 1997,
December 1, 1997 and March 1, 1998, respectively.
Item 13. Certain Relationships and Related Transactions
During the year ended December 31, 1997, NMAC incurred general and
administrative expenses in connection with the management agreements
described in Item 1 with Craigie Incorporated amounting to approximately
$24,600. Directors Allen Mead Ferguson, John Thomas West, IV, George
B. Pugh, Jr., John W. Wright, and Merlin T. Grim of NMAC are all
shareholders and officers of Craigie Incorporated.
<PAGE>
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) (1)(2) The response to this portion of Item 14 is
submitted in Appendix A.
(3) See Exhibit Index immediately preceding
Exhibits.
(b) No reports on Form 8-K were filed during the last
quarter of the fiscal year ended December 31, 1997.
(c) See Exhibits and Exhibit Index.
Supplemental information furnished with reports filed pursuant to
Section 15(d) of the Act by registrants which have not registered
securities pursuant to Section 12 of the Act.
NMAC has not sent an annual report or proxy material to its security
holders and does not intend to distribute such information.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, NMAC has duly caused this report to be signed on
its behalf by the undersigned there and to duly authorize.
NATIONAL MORTGAGE ACCEPTANCE
CORPORATION
By: _____________________________
Allen Mead Ferguson, Chairman of the
Board of Directors
Pursuant to the requirements of the Securities and Exchange Act of
1934, this report is cosigned below by the following persons on behalf
of NMAC and in the capacities and on the dates indicated.
Date:
March 20, 1998 By: _____________________________
Allen Mead Ferguson, President,
Chairman of the Board, and Director
(Chief Executive Officer)
March 20, 1998 By: _____________________________
John Thomas West, IV
Vice President and Director
March 20, 1998 By: _____________________________
George B. Pugh, Jr., Director
March 20, 1998 By: _____________________________
John W. Wright
Vice President and Director
March 20, 1998 By: _____________________________
Merlin T. Grim, Director
<PAGE>
APPENDIX A
Item 15(a) (1) and (2)
(a) The following documents are filed as part of this report:
(1) Financial Statements:
Report of Arthur Andersen LLP, Independent Auditors
Report of KPMG Peat Marwick LLP, Independent Auditors
Balance Sheets at December 31, 1997 and 1996
Statements of Operations and Retained Earnings for
the years ended December 31, 1997, 1996 and 1995
Statements of Cash Flows for the years ended
December 31, 1997, 1996 and 1995.
Notes to Financial Statements
All schedules are omitted because they are not applicable or the
required information is shown in the financial statements or the
notes thereto.
<PAGE>
National Mortgage Acceptance Corporation
Financial Statements as of December 31, 1997, 1996 and 1995
Together with Auditors' Report
<PAGE>
Report of Independent Public Accountants
To the Board of Directors and Shareholders of
National Mortgage Acceptance Corporation:
We have audited the accompanying balance sheet of National Mortgage
Acceptance Corporation as of December 31, 1997, and the related
statements of operations and retained earnings and cash flows for the
year then ended. 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 audit. The financial
statements of National Mortgage Acceptance Corporation as of December
31, 1996, and the related statements of operations and retained
earnings and cash flows for each of the two years in the period ended
December 31, 1996, were audited by other auditors whose report dated
March 21, 1997, expressed an unqualified opinion on those statements.
We conducted our audit 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 audit provides 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 National
Mortgage Acceptance Corporation as of December 31, 1997, and the
results of its operations and its cash flows for the then year
ended, in conformity with generally accepted accounting principles.
Charlotte, North Carolina
March 13, 1998.
<PAGE>
Independent Auditors' Report
The Board of Directors
National Mortgage Acceptance Corporation:
We have audited the accompanying balance sheet of National Mortgage
Acceptance Corporation as of December 31, 1996, and the related
statements of operations and retained earnings and cash flows for each
of the years in the two-year period ended December 31, 1996. 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 National
Mortgage Acceptance Corporation as of December 31, 1996 and the results
of its operations and its cash flows for the each of the years in the
two-year period ended December 31, 1996, in conformity with generally
accepted accounting principles.
KPMG Peat Marwick LLP
Richmond, Virginia
March 21, 1997
<PAGE>
National Mortgage Acceptance Corporation
Balance Sheets - December 31, 1997 and 1996
Assets 1997 1996
Cash
$ 1,255 $ 3,229
Trading securities,
at fair value 245,564 236,711
Restricted cash and investments
- - Series 1985-A working capital
reserve, at fair value (Note 4) 56,457 53,665
Loans receivable from
affiliates, estimated fair
value of $15,638,886 in 1997
and $18,260,019 in 1996 (Note 3) 13,894,203 17,328,606
Accrued interest receivable
from affiliates 781,549 974,734
Other assets 19,246 20,751
$ 14,998,274 $ 18,617,696
Liabilities and
Shareholders' Equity
Liabilities:
Bonds payable, estimated fair
value of $15,638,886 in 1997
and $18,260,019 in 1996
(Note 5) $ 13,894,203 $ 17,328,606
Accrued interest payable
(Note 5) 781,549 974,734
Other liabilities, principally
to affiliates (Note 3) 87,304 86,016
Income taxes payable 405 0
Total liabilities
14,763,461 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 (nonvoting) -
Authorized 7,500 shares,
issued and outstanding 1,665
shares 1,665 1,665
Paid-in capital 182,565 182,565
Retained earnings 49,853 43,380
Total shareholders' equity 234,813 228,340
$ 14,998,274 $ 18,617,696
The accompanying notes to financial statements are an integral part
of these balance sheets.
<PAGE>
National Mortgage Acceptance Corporation
Statements of Operations and Retained Earnings
For the Years Ended December 31, 1997, 1996 and 1995
1997 1996 1995
Revenues:
Interest income on loans
to affiliates $ 1,656,833 $ 2,071,214 $ 3,217,819
Other interest income 12,172 14,686 12,618
Management fees from
affiliates 66,185 84,910 98,680
Net trading securities
gains (losses) 7,281 (6,065) 10,519
Total revenues 1,742,471 2,164,745 3,339,636
Expenses:
Interest on bonds 1,656,833 2,071,214 3,217,819
Management fees 66,185 84,910 98,680
Other 12,575 11,831 10,733
Total expenses 1,735,593 2,167,955 3,327,232
Income (loss) before
income taxes 6,878 (3,210) 12,404
Income tax expense 405 0 0
Net income (loss) 6,473 (3,210) 12,404
Retained earnings,
beginning of year 43,380 46,590 34,186
Retained earnings,
end of year $ 49,853 $ 43,380 $ 46,590
Income (loss) per share
- Basic and diluted $ 2.70 $ (1.34) $ 5.18
The accompanying notes to financial statements are an integral part
of these balance sheets.
<PAGE>
National Mortgage Acceptance Corporation
Statements of Cash Flows
For the Years Ended December 31, 1997, 1996 and 1995
1997 1996 1995
Cash flows for
operating activities:
Net income (loss) $ 6,473 $ (3,210) $ 12,404
Adjustments to reconcile
net income (loss) to net
cash provided by
used in) operating
activities-
Increase in trading
securities (8,853) (1,419) (12,801)
(Increase) decrease
in restricted cash and
investments - Working
capital reserve (2,792) 774,649 (42,872)
Decrease in accrued
interest receivable
from affiliates 193,185 220,173 481,982
Decrease in other assets 1,505 3,012 8,399
Decrease in accrued interest
payable (193,185) (220,173) (397,827)
Interest added to Class A-4
and C-5 bonds payable 0 0 445,692
Increase (decrease) in other
liabilities, principally to
affiliates 1,288 (778,389) 36,282
Increase in income taxes
payable 405 0 0
Net cash provided by
(used in) operating
activities (1,974) (5,357) 531,259
Cash flows provided by
investing activities -
Payments received on loans
to affiliates 3,434,403 3,914,192 16,135,228
Cash flows used in financing
activities - Payments on
bonds payable (3,434,403) (3,914,192) (16,665,075)
Net increase (decrease) in
cash (1,974) (5,357) 1,412
Cash, beginning of year 3,229 8,586 7,174
Cash, end of year $ 1,255 $ 3,229 $ 8,586
Supplemental disclosures
of cash flow information:
Cash paid during the year
for interest 1,850,018 2,291,387 3,615,646
Cash paid for income taxes 0 0 1,718
The accompanying notes to financial statements are an integral part
of these balance sheets.
<PAGE>
National Mortgage Acceptance Corporation
Notes to Financial Statements
December 31, 1997 and 1996
1. Organization:
National Mortgage Acceptance Corporation (NMAC or the Company), formerly
Thrift Financing Corporation, is a limited purpose finance subsidiary
of Craigie Incorporated (Craigie) which owns 51% of the Class A common
stock and 20% of the Class B common stock. The remaining Class A and
Class B common stock is owned by subsidiaries of institutions involved
in the thrift industry. NMAC was organized on October 19, 1984, for
the purpose of providing access to certain capital markets for
qualified financial institutions and their affiliates. NMAC acts as a
conduit for such institutions by the issuance of its Thrift Industry
Mortgage Collateralized Obligation Bonds of other series of bonds
(Bonds). The issues are structured so that collection of principal
and interest from loans receivable from affiliates, including the
effects of prepayments thereon, equal the amount of principal and
interest due on the related bonds. NMAC generally obtains bond
offering fees at the bond issuance date and administrative fees, as
defined, for each offering over the period the Bonds remain outstanding.
Collateralized Mortgage Obligation (CMO) Issuances
When issued as a CMO, each series of Bonds is secured by the mortgage
collateral and related funding agreements or promissory notes entered
into by the participating thrift institutions or their finance
subsidiaries. Each series of Bonds is specifically collateralized by
mortgage-backed securities. Such collateral was initially pledged
to NMAC which in turn pledged the collateral to an independent trustee.
As principal and interest are received by the trustee, the bonds payable
and the funding agreements/notes receivable are concurrently reduced,
as defined within each individual series supplement to the bond
indenture and funding agreement, respectively. Principal and interest
are payable semiannually or quarterly.
As of December 31, 1997, NMAC had issued two collateralized mortgage
obligations (Series 1985-A and Series C), lending the proceeds
therefrom to finance subsidiaries of entities that are affiliated with
certain shareholders of NMAC and Craigie. Only Series 1985-A was
outstanding at December 31, 1997.
Real Estate Mortgage Investment Conduit (REMIC) Issuance
For Bonds issued after January 1, 1987, and for which an election was
made for "real estate mortgage investment conduit" status under the
Internal Revenue Code of 1986, as amended, NMAC simultaneously issued
a series of its Bonds and purchased mortgage collateral. The Collateral
is segregated into an asset pool comprising the trust estate for that
series of Bonds. The Bonds of such series are considered "regular
interests" in such a REMIC. The trust assets serve as the sole
collateral for the repayment of such series of Bonds. The REMIC also
issues residual interest certificates, whereby the holder's cash
investment entitles it to receive excess cash flow from the trust
estate for such series of Bonds, defined as the excess of the payments
of principal and interest on the collateral for that series of Bonds,
and reinvestment earnings thereon, over bond principal and interest
costs and related expenses.
As of December 31, 1997, NMAC had issued one series of Bonds (Series D)
under the REMIC structure.
2. Summary of Significant Accounting Polices:
Investment Securities
The Company adopted the provisions of Statement of Financial Accounting
Standards No. 115, "Accounting for Certain Investments in Debt and Equity
Securities" (Statement No. 115), on January 1, 1994. Under Statement
No. 115, the Company classifies all of its investment securities and
restricted cash and investments in the Series 1985-A working capital
reserve (working capital reserve securities) as trading. Trading
securities are bought and held principally for the purpose of selling
them in the near term.
Trading securities and working capital reserve securities are recorded
at fair value based on quoted market prices. Gains and losses on
trading securities are included in earnings. Realized and unrealized
gains and losses on working capital reserve securities are recorded as
an adjustment to interest rebates payable (see Notes 3 and 4).
Realized gains and losses are determined using the specific-identifica-
tion method.
Loans Receivable and Bonds Payable
The issuance of Bonds is treated as a financing unless the transaction
qualifies as a sale of assets under generally accepted accounting
principles. To date, the Bonds issued under the CMO structure have
been accounted for as financings, while the Bonds issued as a REMIC
structure have qualified for sale treatment. No gain or loss,
exclusive of bond offering fees in excess of related expenses,
resulted from the sales. Due to the reduction of the loans receivable
and bonds payable as a function of payments of the underlying
collateral, the ultimate timing of the maturities of the respective
loans and Bonds is not readily determinable. The estimated fair
value of loans receivable is determined based on quoted market prices
for the underlying collateral. The estimated fair value of bonds
payable is determined based on quoted market prices for the Bonds.
Interest Income and Expense
Interest income, net of rebates (see Note 3), and interest expense
are recorded as accrued.
Bond Issuance Costs
Costs related to the issuance of specific series of Bonds are charged
to the entities participating in the offering. Ongoing costs related
to registration statements and related prospectus material, prepared
in anticipation of future offerings, are expensed as incurred. No such
costs were incurred from 1995 through 1997.
Earnings Per Share
During 1997, the Company adopted the provisions of Statement of
Financial Accounting Standards No. 128. Basic and diluted earnings
per share are computed by dividing net income or loss by the weighted
average number of shares of Class A and Class B common stock (2,395
for 1997, 1996 and 1995) outstanding during the period. There were
no common stock equivalents for any of the periods presented.
Income Taxes
Effective January 1, 1993, the Company adopted Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes." Under
the asset and liability method of Statement No. 109, deferred tax
assets and liabilities are recognized for the future tax consequence
attributable to differences between the financial statement carrying
amounts of exiting assets and liabilities and their respective tax
bases and operating loss and tax credit carryforwards.
<PAGE>
3. Loans Receivable:
Loans receivable on the Series 1985-A Bonds are expected to mature in
varying amounts prior to the year 2016. The loan agreements, as amended,
generally provide for interest to be paid at a rate equal to the lesser
of the highest bond interest rate or the weighted bond interest rate
plus 20 basis points per annum. The resulting effective rates of
interest on the loans (equal to the lesser of 11.25% or the weighted
average rate on the debt plus 20 basis points) were 11.25% in 1997,
1996 and 1995.
Interest rebates payable and accumulated earnings from restricted cash
and investments are included in other liabilities and aggregated
$56,457 and $53,665 as of December 31, 1997 and 1996, respectively.
The timing of payment of such rebates is at the discretion of the
management of NMAC.
The funding agreements for Series 1985-A Bonds are collateralized by
mortgage-backed securities and by certain debt service funds owned by the
participating financial institution subsidiaries. Those funds and the
collections on the mortgage-backed securities are held by the bond
trustee until the respective semiannual payment dates, at which time
they are distributed as payments on the Bonds. Excess funds (rebates)
on the Series 1985-A Bonds, if any, are available for return to the
participating thrift institution subsidiaries.
Loans receivable of $7,742,000 at December 31, 1997, are from wholly
owned, limited-purpose finance subsidiaries of Craigie (the Finance
Subsidiaries). The Finance Subsidiaries were formed by certain
depository institutions to facilitate the issuance of CMOs through
the Company. Since the issuance of the CMOs, these depository
institutions fell under the receivership of the Resolution Trust
Corporation (RTC). The RTC was succeeded by the FDIC as receiver on
January 1, 1996. All of the Finance Subsidiaries' outstanding stock
was acquired by Craigie on November 12, 1996, from the FDIC.
4. Restricted Cash and Investments:
Restricted cash and investments represent interest rebates which have
been invested in U.S. Government agency obligations, mortgage-backed
obligations, corporate obligations, cash and cash equivalents and are
restricted to repaying the interest rebates payable and the income
earned on these funds.
During the fourth quarter of 1996, the Company sold restricted invest-
ments of $715,213. The sales proceeds were used to pay interest rebates
payable to affiliates. No restricted investments were sold during 1997.
<PAGE>
5. Bonds Payable:
Series 1985-A Bonds payable had aggregate effective rates of interest of
approximately 11.25% during 1997, 1996 and 1995. The Series 1985-A Bonds
are collateralized by the respective loans receivable (together with
collateral thereon) and consist of the following as of December 31, 1997
and 1996:
Principal Balance,
Interest Stated December 31
Class Rate Maturity Date 1997 1996
Series 1985-A - A-4 11.25% January 1, 2016 $13,894,203 $17,328,606
The Series 1985-A Bonds require the payment of interest semiannually.
The stated principal value of the collateral (FHLMC participation
certificates) plus the cash and investments in the various debt service
funds for the Series 1985-A aggregate approximately $16,797,479 and
$21,051,000 as of December 31, 1997 and 1996, respectively. These
assets are held by the trustee and, although not assets of NMAC, are
pledged, together with interest income thereon, as collateral for the
Bonds.
6. REMIC Issuances
NMAC has issued two REMIC series, aggregating $333,067,000 Series B
Bonds)and $300,500,000 (Series D Bonds) at issuance. Concurrent
with the issuance of these bonds, NMAC sold the entire residual
interest in the respective segregated asset pool comprising the
trust estate. A portion of the Series B residual interest was
purchased by affiliates of certain shareholders. The Series B Bonds
were retired during 1996.
<PAGE>
As of December 31, 1997 and 1996, the following Bonds, which are not
recorded as liabilities of NMAC, were outstanding:
Principal Balance
Interest Stated December 31,
Class Rate Maturity Date 1997 1996
Series D-
D-2 6.7125% May 1, 2016 $ 0 $ 0
D-4 7.125 May 1, 2016 0 0
D-5 6.9625 May 1, 2016 0 0
D-6 9.75 November 1, 2017 32,724,983 40,964,679
$ 32,724,983 $ 40,964,679
The offering consisted of Class D-4, which were retired during 1996,
D-6 Bonds (Standard Bonds) and Class D-2 and D-5 Bonds (the Floating
Rate Bonds), which were also retired during 1996. The floating
interest rates were based on the London interbank offered quotations
for three-month Eurodollar deposits.
The stated principal value of the collateral for Series D (GNMA
certificates), aggregates approximately $33,250,738 and $43,715,000
as of December 31, 1997 and 1996, respectively. Such collateral,
together with interest income thereon, is only available to repay
the specific bond series.
7. Income Taxes:
The components of income tax expense for 1997, 1996 and 1995 were as
follows:
December 31
1997 1996 1995
Current-
Federal $ 285 $ 0 $ 0
State 120 0 0
Deferred- 0 0 0
Federal 0 0 0
State 0 0 0
Income tax expense $ 405 $ 0 $ 0
<PAGE>
The actual income tax expense for 1997, 1996 and 1995 differs from
the "expected" income tax expense (benefit) (computed by applying
the statutory U.S. federal corporate income tax rate of 35% to income
(loss) before income taxes) as follows:
Years Ended December 31
1997 1996 1995
Income tax expense
(benefit) at statutory rate $ 2,407 $(1,124) $ 4,340
Effect of graduated income tax
rates (1,376) 642 (2,480)
State tax expense (benefit),
net of federal expense
(benefit) 349 (163) 630
Change in valuation allowance (975) 645 (2,490)
Actual income tax expense $ 405 $ 0 $ 0
The net deferred tax asset at December 31, 1997 and 1996, was as follows:
December 31
1997 1996
Deferred tax asset - Net operating
loss carryforward $ 0 $ 975
Less - Valuation allowance 0 (975)
Net deferred tax asset $ 0 $ 0
Management has determined that the ability of the Company to realize
any deferred tax assets will depend on future earnings. Since future
earnings were not assured, a valuation allowance was established in 1996.
8. Related-party Transactions:
Under the terms of its management contract, Craigie provides office space
and equipment and certain managerial, administrative, financial and other
services to NMAC. Management fees are charged to NMAC and ultimately to
the borrowers as an ongoing cost determined at the date of the bond
offering. Management fees are computed as a percentage of the out-
standing bonds. Management fees paid to Craigie were approximately
$24,600, $28,000 and $40,000 during 1997, 1996 and 1995, respectively.
Craigie acts as co-managing underwriter for all of the bond offerings
and is the counterparty to all securities transactions entered into by
the Company.
<PAGE>
EXHIBIT INDEX
3.1 Restated Articles of Incorporation of Thrift Financing
Corporation ("TFC")(since June 2, 1989 National Mortgage Acceptance
Corporation and hereinafter referred to as "NMAC"), previously filed
as Exhibit 3.1 to NMAC's, Registration Statement on Form S-11,
Registration No. 2-97573, and incorporated by reference.
3.2 Articles of Amendment to NMAC's Restated Articles of
Incorporation, previously filed as Exhibit 3.2 to NMAC's Registration
Statement on Form S-11, Registration No. 2-97573, and incorporated by
reference.
3.3 Bylaws of NMAC, previously filed as Exhibit 3.4 to NMAC's
Registration Statement on Form S-11, Registration No. 2-97573, and
incorporated by reference.
3.4 Articles of Amendment dated June 1, 1989 to Restated Articles of
Incorporation previously filed as Exhibit 3.5 to NMAC's Post-Effective
Amendment No. 1 on Form S-3 to S-11 Registration No. 33-19023 and
incorporated by reference.
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 Registra-
tion 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 toSeries 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.
11.1 See Appendix A.
12.1 Statement re computation of ratios.
<PAGE>
NATIONAL MORTGAGE ACCEPTANCE CORPORATION
RATIO OF EARNINGS TO FIXED CHARGES
Year Ended December 31,
1997 1996 1995 1994 1993
Earnings:
Income (Loss)
before income
taxes $ 6,878 $ (3,210) $ $12,404 $ (10,968) $ (1,026)
Fixed charges 1,656,833 2,071,214 3,217,819 4,419,373 6,711,685
$1,663,711 $2,068,004 $3,230,223 $4,408,405 $6,710,659
Fixed charges:
Interest
expense
$1,656,833 $2,071,214 $3,217,819 $4,419,373 $6,711,668
Ratio of
earnings to
fixed charges 1.004 0.998 1.004 0.998 1.000
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 1,255
<SECURITIES> 245,564
<RECEIVABLES> 14,675,752
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 75,703
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 14,998,274
<CURRENT-LIABILITIES> 869,258
<BONDS> 13,894,203
0
0
<COMMON> 184,960
<OTHER-SE> 49,853
<TOTAL-LIABILITY-AND-EQUITY> 14,998,274
<SALES> 0
<TOTAL-REVENUES> 1,742,471
<CGS> 0
<TOTAL-COSTS> 1,735,593
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 6,878
<INCOME-TAX> 405
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,473
<EPS-PRIMARY> 2.70
<EPS-DILUTED> 0
</TABLE>
