Form 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 33-28290
ZIEGLER MORTGAGE SECURITIES, INC. II
(Exact name of registrant as specified in its charter)
Wisconsin 39-1539696
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
215 North Main Street, West Bend, Wisconsin 53095
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (414) 334-5521
Indicate by check mark 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 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 ( )
The number of shares outstanding of the registrant's Common Stock, par
value $1.00 per share, at March 31, 1999 was 20,000 shares.
<PAGE>
PART I
ZIEGLER MORTGAGE SECURITIES, INC. II
CONDENSED STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
For the Three Months Ended
March 31, March 31,
1999 1998
<S> <C> <C>
Revenues:
Interest income $ 738,819 $1,295,755
Gain on sale of Mortgage
Certificates 32,975 1,029,307
Total revenues 771,794 2,325,062
Expenses:
Interest expense 672,396 1,209,155
Amortization of deferred issuance
costs 45,068 1,030,567
Management fee 24,611 (19,179)
General and administrative 29,719 104,519
Total expenses 771,794 2,325,062
Income before income taxes - -
Provision for income taxes - -
Net income $ - $ -
</TABLE>
The accompanying notes to condensed financial statements
are an integral part of these statements.
<PAGE>
ZIEGLER MORTGAGE SECURITIES, INC. II
CONDENSED BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
<S> <C> <C>
ASSETS
Cash $ 65,230 $ 49,974
Money market investments, at
cost which approximates market 974,645 963,077
Total cash and cash
equivalents 1,039,875 1,013,051
Assets held by trustee 1,684,440 4,292,159
Accrued interest receivable 235,796 243,281
Mortgage Certificates held by
trustee (net of purchase
discount of $1,018,947 and
$1,061,640, respectively) 37,315,862 38,586,973
Deferred issuance costs 1,015,332 1,060,400
Accrued income taxes 25 -
Total assets $41,291,330 $45,195,864
LIABILITIES AND STOCKHOLDERS' EQUITY
Accrued interest payable $ 1,100,271 $ 1,073,417
Mortgage Certificate-Backed
bonds payable 38,628,000 42,584,000
Payable to B. C. Ziegler and
Company 25,059 447
Other liabilities 18,000 18,000
Total liabilities 39,771,330 43,675,864
Stockholders' equity
Preferred stock, $.10 par
value, non-voting, $9.00
non-cumulative dividend,
$100 redemption price;
200,000 shares authorized
15,000 shares issued and
outstanding 1,500,000 1,500,000
Common stock, $1 par value;
56,000 shares authorized
20,000 shares issued and
outstanding 20,000 20,000
Retained earnings - -
Total stockholders' equity 1,520,000 1,520,000
Total liabilities and
stockholders' equity $41,291,330 $45,195,864
</TABLE>
The accompanying notes to condensed financial statements
are an integral part of these balance sheets.
<PAGE>
ZIEGLER MORTGAGE SECURITIES, INC. II
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
For the Three Months Ended
March 31, March 31,
1999 1998
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ - $ -
Adjustments to reconcile net income
to net cash used in operating
activities:
Gain on sale of Mortgage
Certificates (32,975) (1,029,307)
Discount accretion on Mortgage
Certificates (9,718) (16,220)
Amortization of deferred issuance
cost 45,068 1,030,567
Change in assets and liabilities:
Decrease (Increase) in -
Assets held by trustee 2,607,719 4,829,040
Accrued interest receivable 7,485 320,588
Accrued income taxes (25) -
Bank overdrafts payable - 45,484
Increase (Decrease) in -
Accrued interest payable 26,854 (1,235,863)
Receivable from B. C. Ziegler
and Company - (31,758)
Payable to B. C. Ziegler and
Company 24,612 (20,023)
Net cash provided by operating
activities 2,669,020 3,892,508
CASH FLOWS FROM INVESTING ACTIVITIES
Sale/Redemption of Mortgage
Certificates 1,313,804 40,246,901
Net cash provided by investing
activities 1,313,804 40,246,901
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments of Mortgage
Certificate-Backed bonds (3,956,000) (43,820,000)
Net cash used in financing
activities (3,956,000) (43,820,000)
NET INCREASE IN CASH AND CASH
EQUIVALENTS 26,824 319,409
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 1,013,051 627,785
CASH AND CASH EQUIVALENTS AT END
OF PERIOD $1,039,875 $ 947,194
</TABLE>
Interest expense paid during the periods was $645,542 and $2,445,018 in 1999
and 1998, respectively. No taxes have been paid by the Company.
The accompanying notes to condensed financial statements
are an integral part of these statements.
<PAGE>
NOTES TO CONDENSED FINANCIAL STATEMENTS
March 31, 1998 and 1997
Note A -- Basis of Presentation
The condensed financial statements included herein have been prepared by
Ziegler Mortgage Securities, Inc. II (the "Company"), without audit,
pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included
in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules
and regulations. Management believes, however, that these condensed
financial statements reflect all adjustments which are, in the opinion of
management, necessary to a fair statement of the results for the periods
presented. All such adjustments are of a normal recurring nature. It is
suggested that these condensed financial statements be read in conjunction
with the financial statements and the notes thereto included in the
Company's latest annual report on Form 10-K.
Note B -- Mortgage Certificate-Backed Bonds
Bonds outstanding at March 31, 1999 consist of the following:
<TABLE>
<CAPTION>
Outstanding
Original Original Principal
Date of Stated Principal Amounts
Series Rate Bonds Maturity Amounts at 3/31/99
<C> <C> <C> <C> <C> <C>
62 7.25% 2/1/92 4/15/22 $ 2,925,000 $ 586,000
63 7.60% 5/1/92 5/15/22 3,400,000 759,000
64 7.40% 6/1/92 6/15/22 3,300,000 755,000
65 7.00% 1/1/93 1/15/28 3,029,000 2,901,000
66 7.00% 1/1/93 1/15/28 3,000,000 2,867,000
68 6.25% 4/1/93 5/1/23 3,000,000 1,739,000
69 6.00% 5/1/93 5/1/23 3,022,000 1,323,000
70 6.00% 3/1/94 11/15/28 3,390,000 3,252,000
71 7.00% 4/1/94 9/20/23 3,015,000 1,556,000
72 7.00% 4/1/94 10/15/23 2,897,000 2,748,000
73 7.00% 4/1/94 4/15/24 3,130,000 2,016,000
74 7.10% 5/1/94 2/15/24 3,145,000 2,987,000
75 7.10% 6/1/94 2/15/24 3,290,000 3,115,000
79 6.75% 6/1/95 6/15/22 2,622,000 2,493,000
81 7.00% 4/1/96 5/15/28 3,237,000 3,161,000
82 7.25% 6/1/96 9/15/30 2,987,000 2,935,000
83 7.00% 4/1/97 2/15/27 3,152,000 2,523,000
52,541,000 37,716,000
American Mortgage Securities, Inc.
Mortgage Certificate-Backed Bonds*
5 7.35% 3/1/92 3/1/22 3,000,000 912,000
$55,541,000 $38,628,000
</TABLE>
*Assumed by the Company as a result of the merger of American Mortgage
Securities, Inc. into the Company as of December 30, 1994.
The stated maturities are the dates on which Bonds must be fully paid
assuming no prepayments are received on the Mortgage Certificates which
serve as collateral for the Bonds. The actual maturities of the Bonds will
be shortened by prepayments on the Mortgage Certificates and by any Bond
calls.<PAGE>
The Bonds can be redeemed each month without premium under the
following circumstances:
The Company must call Bonds, to the extent funds are available,
commencing in the twelfth month following the original issuance
of each series or commencing at such time as the aggregate
balance in the Redemption Fund for each series reaches
$100,000; whichever first occurs.
The Bonds of any series may be redeemed in whole by the Company
after the third anniversary of the original issuance and,
commencing with Series 16 Bonds, at any time as the outstanding
principal amount of such series is less than 10% of the
aggregate principal amount of such series originally issued.
Bondholders can present their Bonds for redemption each month
commencing with the second calendar month following the month
in which each series is originally issued. The Company will
redeem such Bonds to the extent funds are available.
ZMSI II has seldom sold any of the Mortgage Certificates to an
unrelated third party. It has determined that, because of the nature of
the underlying mortgage obligations, the true market values may be
difficult to determine, but are reasonably close to par value.
Note C -- GNMA Certificates
The market values of the GNMA Certificates as of March 31, 1999 and
December 31, 1998, were approximately par given the nature of the mortgage
obligations underlying the securities and risk of prepayment.
Note D -- Related Party Transaction
The Company sold approximately $39,578,000 of Mortgage certificates
to B. C. Ziegler and Company in February, 1998, and $5,017,000 of Mortgage
Certificates to The Ziegler Companies, Inc. in October, 1998, both of which
are related companies. The Mortgage certificates were sold at par which
approximated market value. The proceeds from the Mortgage Certificates
were used to call Bonds which were outstanding. Because of the high
correlation between the purchase discount on the Mortgage Certificates and
the deferred issuance costs, the sale of the Mortgage Certificates and
subsequent replacement of the Bonds at par value did not result in any
significant impact to net income.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS
First Quarter 1999 vs. First Quarter 1998
During the first quarter of 1999, and also during the first quarter
of 1998, the Company did not issue any additional series of Mortgage
Certificate-Backed Bonds. Unfavorable spreads between the interest yields
on the Mortgage Certificates and the Certificate-Backed Bonds have kept the
Company from issuing additional series. Total revenues for the quarters
totaled approximately $772,000 in 1999 and $2,325,000 in 1998. Bond
redemptions totaled $3,956,000 during the first quarter of 1999 and
$43,820,000 during the same quarter of 1998.
In accordance with a written agreement with B. C. Ziegler and
Company, a related company, which acts as underwriter and manager of the
Company, management fees of the Company were limited to the amount which
prevented the Company from incurring a loss. It is anticipated that on a
continuing basis the Company will operate at close to a breakeven level.
Liquidity and Capital Resources
The Company has no fixed assets nor any commitments outstanding to
purchase or lease any fixed assets.
Each series of bonds is structured in a manner such that funds
received from the related Mortgage Certificates are sufficient to fund all
interest and principal payments on the bonds, and all other expenses of the
Company. This can be seen in the Condensed Statement of Cash Flows. For
the quarter ended March 31, 1999, the Company operated at breakeven and
there was a net increase in cash and cash equivalents totaling
approximately $27,000. The primary net cash receipt totaled $1,314,000
from the sale or redemption of Mortgage Certificates during the quarter.
The primary cash disbursement totaled $3,956,000 and arose from cash
disbursed to redeem outstanding Bonds during the quarter.
The Company expects to have its primary computer systems Year 2000
compliant by the second quarter of 1999. The trustee of the issuer has
indicated that its systems were either Year 2000 compliant when designed
and programmed or have been reprogrammed to be Year 2000 compliant.
Quantitative and Qualitative Disclosure about Market Risk
Market risk arises from exposure to changes in interest rates,
exchange rates, commodity prices and other relevant market rate or price
risk which impact an instrument's financial value. The Company would be
exposed to market risk from changes in interest rates, except that the
structured nature of the Company's activities minimizes this risk. The
cash flows from payments on the Mortgage Certificates are used to retire
the principal of the Mortgage Certificate-Backed Bonds Payable.
The table below provides information about the Company's financial
instruments that are sensitive to changes in interest rates, which include
mortgage certificates and bonds payable. The table presents principal
cash flows and related weighted average interest rates by expected maturity
dates. Principal payments on the Mortgage Certificates will occur as the
result of amortization on the underlying mortgages. However, the amount of
amortization is difficult to predict and is not estimated in the table. Any
cash flows received from principal payments will be used to redeem Mortgage
Certificate-Backed Bonds Payable. The fair values of the Mortgage
Certificates at March 31, 1999 were approximately par given the nature of
the mortgage obligations underlying the securities and the risk of
prepayment.
<TABLE>
<CAPTION>
Expected Maturity Dates
(In US dollars)
ASSETS 1999-2003 Thereafter Total Fair Value
<S> <C> <C> <C> <C>
Mortgage Certifi-
cates (1) $ - $37,315,862 $37,315,862 $37,315,862
Weighted average
interest rate 7.22%
LIABILITIES
Mortgage Certificate-
Backed Bonds
Payable (1) - 38,628,000 38,628,000 38,171,000
Weighted average
interest rate 6.90%
(1) Assumes no prepayments.
</TABLE>
<PAGE>
PART II
Items 1 through 5.
None of the Items are applicable.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit No. Description
27 Financial Data Schedule
(b) 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.
ZIEGLER MORTGAGE SECURITIES, INC. II
Dated: May 14, 1999 By /s/ Thomas S. Ross
Thomas S. Ross
President
Dated: May 14, 1999 By /s/ Jeffrey C. Vredenbregt
Jeffrey C. Vredenbregt
Vice President and
Assistant Secretary
(Chief Accounting Officer)
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from ZMSI II
financial statements and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 1,039,875
<SECURITIES> 37,315,862
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 41,291,330
<CURRENT-LIABILITIES> 0
<BONDS> 38,628,000
0
1,500,000
<COMMON> 20,000
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 41,291,330
<SALES> 0
<TOTAL-REVENUES> 771,794
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 99,398
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 672,396
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<FN>
</FN>
</TABLE>
