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: September 30,1998
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
September 30, 1998
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, 1997, as filed March 27,
1998.
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: November 5, 1998
<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>
APPENDIX A (1/4)
Statements of Financial Condition
NATIONAL MORTGAGE ACCEPTANCE CORPORATION
September 30, 1998 December 31, 1997
(unaudited)
ASSETS
Cash $ 11,746 $ 1,255
Trading securites, at fair value 236,331 245,564
Restricted cash and investments-
Series 1985-A working capital
reserve, at fair value 58,441 56,457
Loans receivable from affiliates 11,104,810 13,894,203
Accrued interest receivable
from affiliates 312,323 781,549
Other assets 12,000 19,246
----------------- ------------------
TOTAL ASSETS $ 11,735,651 $ 14,998,274
LIABILITIES AND SHAREHOLDERS'
EQUITY
LIABILITIES
Bonds payable $ 11,104,810 $ 13,894,203
Accrued interest payable 312,323 781,549
Other liabilities, principally
to affiliates 79,945 87,709
----------------- ------------------
TOTAL LIABILITIES $ 11,497,078 $ 14,763,461
SHAREHOLDERS' EQUITY
Common stock; $1 par value:
Class A (without right to
dividend)-authorized 7500
shares, issued & outstanding
730 shares $ 730 $ 730
Class B (non-voting)-authorized
7500 shares, issued & outstand-
ing, 1665 shares 1,665 1,665
Paid-in capital 182,565 182,565
Retained earnings 53,613 49,813
----------------- ------------------
SHAREHOLDERS' EQUITY $ 238,573 $ 234,813
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $ 11,735,651 $ 14,998,274
*The accompanying notes are an integral part of these financial
statements.
<PAGE>
APPENDIX A (2/4)
Statements of Operations and Retained Earnings
NATIONAL MORTGAGE ACCEPTANCE CORPORATION
Three Montsh Ended Nine Months Ended
September 30 September 30
1998 1997 1998 1997
(unaudited) (unaudited)
REVENUES
Interest on loans $ 312,323 $ 390,774 $ 1,016,133 $ 1,266,058
Other interest 6,038 2,858 14,603 8,818
Management fees 15,250 16,250 46,822 49,478
Net unrealized securi-
ties trading gain 2,295 2,136 1,380 6,632
---------- ---------- ------------ ------------
$ 335,906 $ 412,018 $ 1,078,938 $ 1,330,986
COSTS AND EXPENSES
Interest on bonds 312,323 390,774 1,016,133 1,266,058
Management fees 15,250 16,250 46,822 49,478
Other 4,164 3,062 11,278 9,535
---------- ---------- ------------ ------------
331,737 410,086 1,074,233 1,325,071
NET INCOME
BEFORE INCOME TAXES 4,169 1,932 4,705 5,915
INCOME TAX EXPENSE 840 0 945 0
NET INCOME (LOSS) 3,329 1,932 3,760 5,915
RETAINED EARNINGS AT
BEGINNING OF PERIOD 50,284 45,407 49,853 43,380
RETAINED EARNINGS AT
END OF PERIOD $ 53,613 $ 47,339 $ 53,613 $ 49,295
EARNINGS (LOSS) PER
SHARE $ 1.39 $ 0.81 $ 1.57 $ 2.47
**The accompanying notes are an integral part of these financial
statements.
<PAGE>
APPENDIX A (3/4)
Statements of Cash Flow
NATIONAL MORTGAGE ACCEPTANCE CORPORATION
Nine Months Ended Nine Months Ended
September 30, 1998 September 30, 1998
(unaudited)
Cash flows from operating
activites
Net income (loss) $ 3,760 $ 5,915
Adjustments to reconcile net
income to net cash provided
by (used for) operating
activities:
Trading securities 9,233 (4,861)
Cash and related investments
restricted - Series 1985-A
working capital reserve (1,984) (2,020)
Accrued interest receivable
from affiliates 469,226 583,960
Decrease in accrued interest
payable (469,226) (583,960)
Other assets 7,246 7,462
Other liabilities,
principally to affiliates (7,764) (7,941)
--------------- ---------------
Total adjustments 6,731 (7,360)
Net cash provided by (used
for) operating activities 10,491 (1,445)
Cash flows from investing
activities
Payments received on loans
to affiliates 2,7899,393 3,434,403
Cash flows from financing
activities
Payments on bonds payable (2,7899,393) (3,434,403)
Net increase(decrease) in cash 10,491 (1,445)
Cash at beginning of period 1,225 3,229
Cash at end of period $ 11,746 $ 1,784
*The accompanying notes are an integral part of these financial
statements.
<PAGE>
APPENDIX A (4/4)
NOTES TO FINANCIAL STATEMENTS
NATIONAL MORTGAGE ACCEPTANCE CORPORATION
September 30, 1998
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, 1997. The financial statements for the nine months ended
September 30, 1998, 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.
NOTE B (New Accounting Pronouncements)
FAS-130 (Reporting Comprehensive Income) is effective for
fiscal years beginning after December 15, 1997. Comprehensive income
includes net income plus all other components of comprehensive income.
The term other comprehensive income denotes revenues, expenses, gains,
and losses that are included in comprehensive income but not in net
income in accordance with GAAP. The Company has no components of
comprehensive income other than net income.
FAS-133 (Accounting for Derivative Instruments and Hedging
Activities) was issued in June 1998 and is effective for fiscal periods
beginning after June 15, 1999. It establishes accounting and reporting
standards for derivative instruments, including derivative instruments
that are embedded in other contracts, as well as for hedging activities.
The Company is neither owner nor counterparty to any derivative
instruments or hedging activities.
<PAGE>
APPENDIX B
TO FORM 10-Q
Management's Discussion and Analysis of Financial Condition and
Results of Operations
NATIONAL MORTGAGE ACCEPTANCE CORPORATION
September 30, 1998
During the quarter ended September 30, 1998, 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 nine (9) month period ending, September 30, 1998,
NMAC revenues were $1,078,938 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 and a wholly- owned subsidiary of
BB&T Corporation, 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. Chase Bank of
Texas, N.A., 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. Effective
June 30, 1998, Atlantic Financing and Security Federal were merged
into Mountain Financial Corporation. In addition, the parent
company of Craigie Incorporated, BB&T Corporation, purchased Life
Savings Bank on March 1, 1998 which owns a fourth affiliate of
NMAC named Life Capital Corporation. Life Capital was purchased
by Craigie Incorporated and subsequently merged into Mountain Financial
Corporation effective September 30, 1998.
As of September 30, 1998, NMAC's assets were $11,735,651
including $248,077 in unrestricted cash and trading securities.
This cash and security 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> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> SEP-30-1998
<CASH> 11,746
<SECURITIES> 294,772
<RECEIVABLES> 11,104,810
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 324,323
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 11,735,651
<CURRENT-LIABILITIES> 392,268
<BONDS> 11,104,810
<COMMON> 184,960
0
0
<OTHER-SE> 53,613
<TOTAL-LIABILITY-AND-EQUITY> 11,735,651
<SALES> 0
<TOTAL-REVENUES> 335,906
<CGS> 0
<TOTAL-COSTS> 331,737
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 4,169
<INCOME-TAX> 840
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,329
<EPS-PRIMARY> 1.39
<EPS-DILUTED> 0
</TABLE>
