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, 1998 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 the Securities
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
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.
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 reinvestment 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, 1998 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 March 22, 1999, a meeting of the Shareholders was held and
the
following persons were elected to NMAC's Board of Directors: John
Thomas West,
IV, George B. Pugh, Jr., John W. Wright and Merlin T. Grim.
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, 1998, 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 1997 or 1998.
Item 6. Selected Financial Data
The following data are for the years ended December 31, 1998,
1997, 1996,
1995, and 1994.
Year Ended December 31,
1998 1997 1996 1995 1994
Statement of Operations Data
Revenues $1,411,916 $1,742,471 $2,164,745 $3,339,636 $4,542,830
Net Income (Loss)
3,641 6,473 (3,210) 12,404 (11,568)
Earnings (Loss) Per Share
1.52 2.70 (1.34) 5.18 (4.83)
Balance Sheet
Total Assets
$12,057,732 $14,998,274 $18,617,696 $23,533,660 $40,102,184
Receivables Pursuant to
Funding Agreements
11,104,810 13,894,203 17,328,606 21,242,798 37,378,026
Bonds Payable*
11,104,810 13,894,203 17,328,606 21,242,798 37,462,181
*Does not include Series B and Series D Bonds which are REMIC
Series of NMAC's
Bonds. As of December 31, 1998, the outstanding Series D
aggregated $24,461,901.
Series B was retired during 1996. 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 1998, 1997, 1996, 1995, and 1994 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, C, 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
Bonds, and from administrative fees relating to REMIC Series of
NMAC's Bonds
(Series D).
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 1985-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, 1998, 1997,
1996, and 1995. 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 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. 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.
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 December 31, 1998, NMAC's assets were $12,057,732,
including
$252,174 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.
Year 2000 Issue
The majority of NMAC's readiness depends on one significant
third party,
which serves as trustee for the majority of assets and liabilities
of the
corporation and affiliated corporations. This third party has
represented their
Year 2000 readiness to the corporation through formal
communications. As of
January 1999, this party concludes that they have established the
necessary
management structure and processes, built from prior merger
experience, to set
the course and speed to achieve Year 2000 success.
While core business systems are minimal, management has
determined this
cost to be minimal and current vendors provide Y2K compliant
software which NMAC
intends to implement in the second quarter of 1999.
Market Risk Disclosure
Interest rate fluctuations tend to have the greatest effect
on the
prepayment of loans receivable from affiliates (Series 1985-A
Bonds). As
interest rates decline there is a more likelihood of prepayment of
these loan
agreements with affiliates due to increased principal payments on
the mortgage-
backed securities collateralizing the funding agreements. When
interest rates
increase there is a less likelihood of prepayments of the
underlying collateral.
Due to the maturity of the mortgages and history of prepayments
since 1985
interest rate fluctuations should have a less than significant
impact on NMAC's
ability to fund the outstanding Bonds Payable.
Principal value of the collateral plus cash and investments
in the various
debt service funds for the Series 1985-A aggregate approximately
$13,656,128 and
$16,797,479 compared the bonds payable of $11,104,810 and
$13,894,203.
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.
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, 1998:
Current
Name Age Title
John Thomas West, IV 52 President, Chairman of the
Board and
Director
George B. Pugh, Jr. 49 Director
John W. Wright 49 Director and Vice President
Merlin T. Grim 43 Director
Randall B. Saufley 37 Secretary and Treasurer
John Thomas West, IV, 52, 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., 49 a Director since 1984, has been
Executive Vice
President and Managing Director of Craigie Incorporated since
1980.
John W. Wright, 49, 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, 43, elected Executive Vice President in 1997,
Treasurer in
1995 and was elected Senior Vice President of Craigie Incorporated
in 1993.
Randall B. Saufley, 37, elected Senior Vice President in
1997, Vice
President 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 March 22, 1999 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.
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
Institution(1)
Class A % Class B %
Craigie Incorporated 370 50.5 333 20.0 --
Richmond, Virginia
Colonial Service Corp. 40 5.5 148 8.9 Atlantic Permanent
Norfolk, Virginia Federal Savings Bank,
F.S.B.
Norfolk, Virginia
(See Note (2))
Jefferson Funding 40 5.5 148 8.9 Jefferson Savings and
Corporation Loan Association
Warrenton, Virginia Warrenton, Virginia
(See Note (4))
Investors Service Corporation
40 5.5 148 8.9 Investors
Savings Bank
Richmond, Virginia Richmond, Virginia
(See Note (2))
Pioneer Financial Services, Inc.
40 5.5 148 8.9 Pioneer
Federal
Richmond, Virginia Savings and Loan
Association
Hopewell, Virginia
Roanoke Valley Service 40 5.5 148 8.9 CorEast Federal
Corporation Savings Bank, F.S.B.
Roanoke, Virginia Roanoke, Virginia
(See Note (2))
Security Financial Service
40 5.5 148 8.9 Security Federal
Corporation Savings and Loan
Richmond, Virginia Association
Richmond,Virginia
(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))
Class of Stock,
Amount of Name and Address
Name and Address Beneficial Ownership of Affiliated
of Beneficial Owner and Percent of Class(1) Financial
Institution(1)
Class A % Class B %
Southside Service Corporation
40 5.5 148 8.9 Virginia First
Petersburg, Virginia Savings Bank, F.S.B.
Petersburg, Virginia
Branch Bank & Trust 40 5.5 148 8.9 Branch Bank & Trust
Company of Virginia Company of Virginia
Norfolk, Virginia Norfolk, Virginia
_______________
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.
Item 13. Certain Relationships and Related Transactions
During the year ended December 31, 1998, NMAC incurred
general and
administrative expenses in connection with the management
agreements described
in Item 1 with Craigie Incorporated amounting to approximately
$12,600.
Directors John Thomas West, IV, George B. Pugh, Jr., John W.
Wright, and Merlin
T. Grim of NMAC are officers of Craigie Incorporated.
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, 1998.
(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.
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: _____________________________
John Thomas West, IV, 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 27, 1999 By:
_____________________________
John Thomas West, IV
President, Chairman of the
Board
and Director
March 27, 1999 By:
_____________________________
George B. Pugh, Jr., Director
March 27, 1999 By:
_____________________________
John W. Wright
Vice President and Director
March 27, 1999 By:
_____________________________
Merlin T. Grim, Director
March 27, 1999 By:
_____________________________
Randall B. Saufley
Secretary and Treasurer
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, LLP, Independent Auditors
Balance Sheets at December 31, 1998 and 1997
Statements of Operations and Retained Earnings for the
years ended
December 31, 1998, 1997 and 1996
Statements of Cash Flows for the years ended December
31, 1998, 1997
and 1996.
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.
Independent Auditors' Report
The Board of Directors and Shareholders
National Mortgage Acceptance Corporation:
We have audited the accompanying balance sheets of National
Mortgage Acceptance
Corporation as of December 31, 1998 and 1997, and the related
statements of
operations and retained earnings and cash flows for each of the
years in the
three-year period ended December 31, 1998. 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, 1998 and 1997, and the results of
its operations
and its cash flows for each of the years in the three-year period
ended December
31, 1998 in conformity with generally accepted accounting
principles.
Richmond, Virginia
March 24, 1999
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 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.
11.1 See Appendix A.
12.1 Statement re computation of ratios.
National Mortgage Acceptance Corporation
Financial Statements as of December 31, 1998, 1997 and 1996
Together with Report of Independent Public Accountants
Report of Independent Public Accountants
To National Mortgage Acceptance Corporation:
We have audited the accompanying balance sheets of National
Mortgage Acceptance
Corporation (a Virginia corporation) as of December 31, 1998 and
1997, and the
related statements of operations and retained earnings and cash
flows for the
years 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 audits. The statement of
operations and
retained earnings and statement of cash flows of National Mortgage
Acceptance
Corporation for the year 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 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, 1998 and 1997, and the results of
its operations
and its cash flows for the years then ended, in conformity with
generally
accepted accounting principles.
Charlotte, North Carolina,
March 23, 1999.
Independent Auditors' Report
The Board of Directors
National Mortgage Acceptance Corporation:
We have audited the accompanying statements of operations and
retained earnings
and cash flows of National Mortgage Acceptance Corporation (the
Corporation) for
the year ended December 31, 1996. These financial statements are
the
responsibility of the Corporation's management. Our responsibility
is to express
an opinion on these financial statements based on our audit.
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, National Mortgage Acceptance Corporation's
results of
operations and its cash flows for the year ended December31, 1996,
in conformity
with generally accepted accounting principles.
Richmond, Virginia
March 21, 1997
National Mortgage Acceptance Corporation
Balance Sheets - December 31, 1998 and 1997
Assets
1998 1997
Cash
$ 11,289 $ 1,255
Trading securities, at fair value
240,885 245,564
Restricted cash and investments - Series 1985-A working capital
reserve, at fair
value (Note 4)
59,046 56,457
Loans receivable from affiliates, estimated fair value of
$12,243,053 in 1998
and $15,638,886 in 1997 (Note 3)
11,104,810 13,894,203
Accrued interest receivable from affiliates
624,646 781,549
Other assets
17,056 19,246
$12,057,732 $14,998,274
Liabilities and Shareholders' Equity
Liabilities:
Bonds payable, estimated fair value of $12,243,053 in 1998 and
$15,638,886 in
1997 (Note 5)
$11,104,810 $13,894,203
Accrued interest payable (Note 5)
624,646 781,549
Other liabilities, principally to affiliates (Note 3)
89,603 87,304
Income taxes payable
219 405
Total liabilities
11,819,278 14,763,461
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
53,494 49,853
Total shareholders' equity
238,454 234,813
$12,057,732 $14,998,274
National Mortgage Acceptance Corporation
Statements of Operations and Retained Earnings
For the Years Ended December 31, 1998, 1997 and 1996
1998 1997 1996
Revenues:
Interest income on loans to affiliates
$1,328,456 $1,656,833 $2,071,214
Other interest income
17,987 12,172 14,686
Management fees from affiliates
62,840 66,185 84,910
Net trading securities gains (losses)
2,633 7,281 (6,065)
Total revenues
1,411,916 1,742,471 2,164,745
Expenses:
Interest on bonds
1,328,456 1,656,833 2,071,214
Management fees
62,840 66,185 84,910
Other
16,069 12,575 11,831
Total expenses
1,407,365 1,735,593 2,167,955
Income (loss) before income taxes
4,551 6,878 (3,210)
Income tax expense
910 405 0
Net income (loss)
3,641 6,473 (3,210)
Retained earnings, beginning of year
49,853 43,380 46,590
Retained earnings, end of year
$ 53,494 $ 49,853 $ 43,380
Income (loss) per share - Basic and diluted
$ 1.52 $ 2.70 $ (1.34)
National Mortgage Acceptance Corporation
Statements of Cash Flows
For the Years Ended December 31, 1998, 1997 and 1996
1998 1997 1996
Cash flows for operating activities:
Net income (loss)
$ 3,641 $ 6,473 $3,210)
Adjustments to reconcile net income (loss) to net cash provided by
(used in)
operating activities-
Decrease (increase) in trading securities
4,679 (8,853) (1,419))
(Increase) decrease in restricted cash and investments - Working
capital reserve
(2,589) (2,792) 774,649
Decrease in accrued interest receivable from affiliates
156,903 193,185 220,173
Decrease in other assets
2,190 1,505 3,012
Decrease in accrued interest payable
(156,903) (193,185) (220,173)
Increase (decrease) in other liabilities, principally to
affiliates
2,299 1,288 (778,389)
(Decrease) increase in income taxes payable
(186) 405 0
Net cash provided by (used in) operating activities
10,034 (1,974) (5,357)
Cash flows provided by investing activities - Payments received on
loans to
affiliates
2,789,393 3,434,403 3,914,192
Cash flows used in financing activities - Payments on bonds
payable
(2,789,393) (3,434,403) (3,914,192)
Net increase (decrease) in cash
10,034 (1,974) (5,357)
Cash, beginning of year
1,255 3,229 8,586
Cash, end of year
$ 11,289 $ 1,255 $ 3,229
Supplemental disclosures of cash flow information:
Cash paid during the year for interest
$ 1,485,359 $1,850,018 $2,291,387
Cash paid for income taxes
1,096 0 0
National Mortgage Acceptance Corporation
Notes to Financial Statements
December 31, 1998 and 1997
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
primarily by subsidiaries of institutions involved in the
financial services
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 and 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, 1998 and 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, 1998
and 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, 1998 and 1997, NMAC had issued one series of
Bonds (Series D)
under the REMIC structure.
2. Summary of Significant Accounting Policies:
New Accounting Pronouncements
In June 1997, the Financial Accounting Standards Board (FASB)
issued Statement
of Financial Accounting Standards (SFAS) No. 130, "Reporting
Comprehensive
Income," which establishes standards for reporting and displaying
comprehensive
income and its components (revenues, expenses, gains and losses)
in a full set
of general purpose financial statements. Comprehensive income is
the
nonshareholder related change in equity (net assets) of a company
during a
period from transactions and other events. The Company has no
components of
comprehensive income other than net income.
In June 1998, the FASB issued SFAS No. 133, "Accounting for
Derivative
Instruments and Hedging Activities," which establishes accounting
and reporting
standards requiring that every derivative instrument (including
certain
derivative instruments embedded in other contracts) be recorded in
the balance
sheet as either an asset or liability measured at its fair value.
The statement
requires that changes in the derivative's fair value be recognized
currently in
earnings unless specific hedge accounting criteria are met.
Special accounting
for qualifying hedges allows a derivative's gains and losses to
offset related
results on the hedged item in the income statement and requires
that a company
must formally document, designate and assess the effectiveness of
transactions
that receive hedge accounting. The statement is effective for
fiscal years
beginning after June 15, 1999, and cannot be applied
retroactively. Management
has not yet quantified the impact of adopting SFAS No. 133 and has
not
determined the timing of or method of adoption of the statement.
However, the
statement could increase volatility in earnings and other
comprehensive income.
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-identification 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 1998.
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 1998, 1997 and 1996)
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 consequences 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.
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 1998, 1997 and 1996. Interest rebates payable and
accumulated
earnings from restricted cash and investments are included in
other liabilities
and aggregated $59,046 and $56,457 as of December 31, 1998 and
1997,
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 $8,536,362 at December 31, 1998, are from
Mountain Financial
Corporation, a wholly owned, limited-purpose finance subsidiary of
Craigie (the
Finance Subsidiary). The Finance Subsidiary and four other
entities were formed
by certain depository institutions to facilitate the issuance of
the Series
1985-A Bond through the Company. Subsequently, Craigie acquired
100% ownership
of these entities through a purchase. During 1998, Craigie merged
three other
wholly-owned finance subsidiaries into the Finance Subsidiary (two
mergers
effective June 30, 1998, and the third effective September 30,
1998.)
4. Restricted Cash and Investments:
Restricted cash and investments represent interest rebates which
have been
invested in U.S. Government agency obligations, corporate
obligations, cash and
cash equivalents and are restricted to repaying the interest
rebates payable and
the income earned on these funds.
5. Bonds Payable:
Series 1985-A Bonds payable had aggregate effective rates of
interest of
approximately 11.25% during 1998, 1997 and 1996. 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, 1998 and
1997:
Interest Stated Principal Balance,
December 31
Class Rate Maturity Date 1998 1997
Series 1985-A - A-4 11.25% Jan. 1, 2016 $ 11,104,810 $13,894,203
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 $13,656,128 and $16,797,479 as of
December 31,
1998 and 1997, 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.
As of December 31, 1998 and 1997, the following REMIC Series
Bonds, which are
not recorded as liabilities of NMAC, were outstanding:
Interest Stated Principal Balance,
December 31
Class Rate Maturity Date 1998 1997
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 Nov. 1, 2017 24,461,901 32,724,983
$24,641,901 $32,724,983
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 $24,860,376 and $33,250,738 as of
December 31, 1998 and
1997, 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 1998, 1997 and 1996 were
as follows:
December 31
1998 1997 1996
Current-
Federal $640 $285 $0
State 270 120 0
Deferred-
Federal 0 0 0
State 0 0 0
Income tax expense
$910 $405 $0
The actual income tax expense for 1998, 1997 and 1996 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
1998 1997 1996
Income tax expense (benefit) at statutory rate
$1,593 $2,407 $(1,124)
Effect of graduated income tax rates
(910) (1,376) 642
State tax expense (benefit), net of federal expense (benefit)
227 349 (163)
Change in valuation allowance
0 (975) 645
Actual income tax expense
$ 910 $ 405 $ 0
There were no deferred taxes for the years ended December 31, 1998
and 1997.
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 outstanding bonds. Management
fees paid to
Craigie were approximately $12,600, $24,600 and $28,000 during
1998, 1997 and
1996, 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.
NATIONAL MORTGAGE ACCEPTANCE CORPORATION
RATIO OF EARNINGS TO FIXED CHARGES
Year Ended December 31,
1998 1997 1996 1995 1994
Earnings:
Income (Loss) before
income taxes $ 4,551 6,878 (3,210) 12,404 (10,968)
Fixed charges 1,328,456 1,656,833 2,071,214 3,217,819 4,419,373
$ 1,333,007 1,663,711 2,068,004 3,230,223 4,408,405
Fixed charges:
Interest expense $ 1,328,456 1,656,833 2,071,214 3,217,819 4,419,373
Ratio of earnings to fixed
charges 1.003 1.004 0.998 1.004 0.998
EXHIBIT 12.1
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<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<CASH> 11,289
<SECURITIES> 240,885
<RECEIVABLES> 11,729,456
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 76,102
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 12,057,732
<CURRENT-LIABILITIES> 714,468
<BONDS> 11,104,810
0
0
<COMMON> 184,960
<OTHER-SE> 53,494
<TOTAL-LIABILITY-AND-EQUITY> 12,057,732
<SALES> 0
<TOTAL-REVENUES> 1,411,916
<CGS> 0
<TOTAL-COSTS> 1,407,365
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 4,551
<INCOME-TAX> 910
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,641
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
