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: March 31, 1999
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)
909 East Main Street
P.O. Box 1575
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
Part I: FINANCIAL INFORMATION
March 31, 1999
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, 1998, as filed March 30, 1999.
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: May 12,1999
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.
Statements of Financial Condition
NATIONAL MORTGAGE ACCEPTANCE CORPORATION
March 31, 1999 December
31,1998
(unaudited)
ASSETS
Cash 11,178
11,289
Trading securities, at fair value 240,927
240,885
Restricted cash and investments -
Series 1985-A working capital 58,806
59,046
Reserve, at fair value
Loans receivable from affiliates 9,863,752
11,104,810
Accrued interest receivable
from affiliates 277,418
624,646
Other assets 15,677
17,056
TOTAL ASSETS 10,467,758
12,057,732
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Bonds payable 9,863,752
11,104,810
Accrued interest payable 277,418
624,646
Other liabilities, principally to 91,377
89,822
TOTAL LIABILITIES 10,232,547
11,819,278
SHAREHOLDERS' EQUITY
Common stock; $1 par value:
Class A (without right to dividend)
authorized 7,500 shares, issued and
outstanding 730 shares 730
730
Class B (non-voting)-- authorized
7,500 shares, issued and outstanding
1,665 shares 1,665
1,665
Paid-in capital 182,565
182,565
Retained earnings 50,251
53,494
SHAREHOLDERS' EQUITY 235,211
238,454
TOTAL LIABILITIES AND
SHAREHOLDERS 10,467,758
12,057,732
The accompanying notes are an integral part of these financial
statements
Statements of Operations and Retained Earnings
NATIONAL MORTGAGE ACCEPTANCE CORPORATION
Three Months Ended
March 31,
1999 1998
(unaudited)
REVENUES
Interest on loans $277,418 $351,905
Other interest 4,592 3,015
Management fees 18,744 16,244
Net unrealized securities trading losses (4,449) 2,428
296,305 373,592
COSTS AND EXPENSES
Interest on bonds 277,418 351,905
Management fees 18,744 16,244
Other 4,201 3,053
300,363 371,202
NET INCOME
BEFORE INCOME TAXES (4,058) 2,390
INCOME TAX EXPENSE(BENEFIT) (815) 480
NET INCOME (LOSS) (3,243) 1,910
RETAINED EARNINGS AT
BEGINNING OF PERIOD 53,494 49,853
RETAINED EARNINGS AT
END OF PERIOD $ 50,251 $ 51,763
LOSS PER SHARE $ (1.35) $ 0.80
The accompanying notes are an integral part of these financial
statements
Statements of Cash Flows
NATIONAL MORTGAGE ACCEPTANCE CORPORATION
Three Months Ended Three
Months Ended
March 31, 1999 March
31, 1998
(unaudited)
Cash flows from operating activities:
Net income (loss) $ (3,243) $
1,910
Adjustments to reconcile net
income to net cash provided by (used for)
operating activities:
Trading securities (42)
(5,421)
Cash and related investments
restricted - Series 1985-A
Working capital reserve 240
(702)
Accrued interest receivable
from affiliates 347,228
429,644
Decrease in accrued interest pa (347,228)
(429,644)
Other assets 1,379
5,468
Other liabilities, principally
to affiliates 1,555
(1,666)
Total adjustments 3,132
(2,321)
Net cash used for
operating activities (111)
(411)
Cash flows from investing activities:
Payments received on loans to
affiliates 1,241,058
1,382,025
Cash flows from financing activities:
Payments on bonds payable (1,241,058)
(1,382,025)
Net decrease in cash (111)
(411)
Cash at beginning of period 11,289
1,255
Cash at end of period $ 11,178 $
844
The accompanying notes are an integral part of these financial
statement
APPENDIX A (4/4)
NOTES TO FINANCIAL STATEMENTS
NATIONAL MORTGAGE ACCEPTANCE CORPORATION
March 31, 1999
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, 1998. The
financial statements for the three months ended March 31,
1999, 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 counterpart to
any derivative instruments or hedging activities.
APPENDIX B
TO FORM 10-Q
Management's Discussion and Analysis of Financial Condition
and Results of Operations
NATIONAL MORTGAGE ACCEPTANCE CORPORATION
March 31, 1999
During the quarter ended March 31, 1999, 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 three (3) month period ending, March 31,
1999, NMAC revenues were $296,305 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 March 31, 1999, NMAC's assets were $10,467,758
including $252,105 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.
During the second quarter of 1999, NMAC's principal
executive offices will be moving to its new location at 909
East Main Street, Richmond, VA .
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<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 11,178
<SECURITIES> 240,927
<RECEIVABLES> 9,863,752
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 351,901
<PP&E> 0
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<CURRENT-LIABILITIES> 368,795
<BONDS> 9,863,752
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<COMMON> 184,960
<OTHER-SE> 50,251
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<TOTAL-REVENUES> 296,305
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<TOTAL-COSTS> 300,363
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<INTEREST-EXPENSE> 0
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<INCOME-TAX> (815)
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