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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 10-Q
/X/ Quarterly report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For Quarter Ended September 30, 1995
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COMMISSION FILE NUMBER 33-13668
(S-11 Registration Number)
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HOLCO MORTGAGE ACCEPTANCE CORPORATION-I
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of
incorporation or organization)
220 WEST COLFAX STREET
SUITE 200
SOUTH BEND, IN 46601
(Address of principal executive offices)
38-2733561
(IRS Employer Identification Number)
(219) 284-3789
(Registrant's Telephone Number, including Area Code)
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 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 each class of Registrant's
Common Stock was 563,750 shares of common stock, par value $.01
as of September 1, 1995.
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FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
HOLCO MORTGAGE ACCEPTANCE CORPORATION-I
BALANCE SHEETS
Sept 30, 1995 December 31,
(Unaudited) 1994
----------- ------------
<S> <C> <C>
ASSETS
CASH $ 1,000 $ 1,000
INTEREST RECEIVABLE 72,102 72,567
INVESTMENTS:
Insured GNMA mortgages, at cost 9,481,145 9,510,433
Funds held by Trustee 85,223 87,971
----------- ----------
Net Investments 9,566,368 9,598,404
ORGANIZATION COSTS, at amortized cost 0 0
COLLATERALIZED MORTGAGE BOND OFFERING
COSTS, net of accumulated
amortization of $1,030,168 21,354 29,828
----------- -----------
Total Assets $ 9,660,824 $ 9,701,799
=========== ===========
LIABILITIES & STOCKHOLDERS' EQUITY
LIABILITIES:
COLLATERALIZED MORTGAGE BONDS 8,920,000 8,977,000
ACCOUNTS PAYABLE 18,133 19,023
INTEREST PAYABLE 139,190 140,089
----------- -----------
Total Liabilities $ 9,077,323 $ 9,136,112
STOCKHOLDERS' EQUITY:
COMMON STOCK, $0.01 par value;
authorized 700,000 shares; issued
and outstanding 563,750 shares $ 5,638 $ 5,638
ADDITIONAL PAID-IN CAPITAL 2,862,878 2,862,878
RETAINED EARNINGS (2,285,015) (2,302,829)
------------ ------------
Total Stockholders' Equity $ 583,501 $ 565,687
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Total Liabilities &
Stockholders' Equity $ 9,660,824 $ 9,701,799
============ ============
See Notes to Financial Statements.
</TABLE>
<TABLE>
<CAPTION>
HOLCO MORTGAGE ACCEPTANCE CORPORATION-I
STATEMENTS OF OPERATIONS
(Unaudited)
For the Three and Nine Month Period Ended September 30, 1995
For the Three For the Nine
Months Ended Months Ended
Sept 30, 1995 Sept 30, 1995
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<S> <C> <C>
INCOME:
INTEREST INCOME $ 216,972 $ 652,252
INTEREST INCOME-MORTGAGE DISCOUNT 32,413 32,421
------------ ------------
Total Income $ 249,385 $ 684,673
------------ ------------
EXPENSES:
INTEREST EXPENSE $ 209,062 $ 628,539
INTEREST EXPENSE - AMORTIZATION
OF BOND OFFERING COSTS 9,206 8,474
MANAGEMENT FEE 1,542 4,626
AMORTIZATION OF ORGANIZATION COSTS 0 0
------------ ------------
Total Expenses $ 219,810 $ 641,639
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NET INCOME BEFORE PROVISION
FOR STATE INCOME TAXES $ 29,575 $ 43,034
PROVISION FOR STATE TAXES 890 2,670
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Net Income $ 28,685 $ 40,364
============ ============
Net Income per share (563,750
shares outstanding) $ 0.05 $ 0.07
============ ============
See Notes to Financial Statements.
</TABLE>
<TABLE>
<CAPTION>
HOLCO MORTGAGE ACCEPTANCE CORPORATION-I
STATEMENTS OF CASH FLOW
(Unaudited)
For the Three For the Nine
Months Ended Months Ended
Sept 30, 1995 Sept 30, 1995
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<S> <C> <C>
Cash flows from operating activities:
Net income for the period $ 28,685 $ 40,364
Adjustments to reconcile net income
to net cash provided by operating
activities:
Amortization of net GMNA
certificate discount (32,413) (32,421)
Accretion of collateralized mort-
gage obligation bond interest 0 0
Amortization of collateralized
mortgage obligation bond
offering costs 9,206 8,474
Amortization of organization costs 0 0
Decrease (increase) in:
Interest Receivable 159 465
Increase (decrease) in:
Accounts payable 890 (890)
Interest payable (305) (899)
---------- ----------
Cash flows provided by operating
activities $ 6,222 $ 15,093
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Cash flows from investing activities:
Principal payments on GNMA
certificates 21,048 61,710
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Cash flows from financing activities:
Redemption of collateralized
mortgage obligation bonds (19,000) (57,000)
Dividend payments to stockholders (5,638) (22,551)
---------- ----------
Cash flow used in financing activities: $ (24,638) $ (79,551)
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Increase (decrease) in cash and
cash equivalents $ 2,632 $ (2,748)
Cash and cash equivalents, beginning 83,591 88,971
---------- ----------
Cash and cash equivalents, ending $ 86,223 $ 86,223
========== ==========
Supplemental disclosure of cash flow information:
Cash paid during the year for:
Interest 209,367 629,438
State income taxes 0 3,560
See Notes to Financial Statements.
</TABLE>
NOTES TO FINANCIAL STATEMENTS
Note 1. In the opinion of the Corporation, the accompanying
unaudited financial statements contain all adjustments
necessary to present fairly the financial position as of
September 30, 1995 and the results of operations and
changes in financial position for the three and nine
months then ended.
Note 2. The results of operations for the three and nine month
period ended September 30, 1995 is not necessarily
indicative of the results to be expected for the full
year.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
The Corporation's results of operations depend primarily on
the amount of interest paid on the Multifamily GNMA Certificates
securing the Bonds, the incidence of prepayments of principal made
on the mortgage loans underlying such Multifamily GNMA
Certificates, the amount of earnings from re-investment of
distributions on such Multifamily GNMA Certificates and the amount
of the Corporation's expenses, including, among other things,
interest payments on the Bonds and the operating expenses of the
Corporation. Substantially all of the Corporation's expenses are
interest payments due on the Bonds, management fees, audit, legal,
trustee and other related expenses, state and local taxes,
reporting requirement fees and costs of maintaining the
Corporation's corporate qualifications. It is anticipated that
scheduled distributions of principal of and interest on the
Multifamily GNMA Certificates pledged as collateral for the Bonds,
together with the re-investment earnings thereon, will provide
sufficient funds to make timely payment of all amounts due on the
Bonds in accordance with their terms and to pay all of the
operating expenses of the Corporation.
The Corporation's primary sources of funds with respect to the
Bonds are payments of principal of and interest on the Multifamily
GNMA Certificates pledged to secure the Bonds and re-investment
earnings thereon. The Corporation anticipates that it will have
sufficient liquidity and capital resources to pay all other
expenses of the Corporation. The Corporation does not have any
significant source of funds other than distributions on the
Multifamily GNMA Certificates pledged to secure the Bonds and
re-investment earnings thereon. Virtually all of the assets and
liabilities of the Corporation are monetary in nature. Because the
Bonds are secured by Multifamily GNMA Certificates which pay
interest at specified rates, and because payments on the Bonds are
at specified rates of interest, inflationary pressures are not
expected to affect the ability of the Corporation to meet its
obligations as they become due.
The Corporation expects that scheduled distributions of
principal of and interest on the Multifamily GNMA Certificates
pledged to secure the Bonds, together with the re-investment
earnings thereon, will at all times exceed the aggregate of the
amounts due as payments of principal of and interest on the Bonds
and operating expenses of the Corporation.
Because the amount of interest income that the Corporation
receives on the Multifamily GNMA Certificates, together with the
re-investment earnings on distributions of principal of and
interest on the Multifamily GNMA Certificates, may in some periods
be less than the sum of the Corporation's interest expense on the
Bonds and operating expenses for such periods, the Corporation's
ratio of earnings to fixed charges for such periods may be less
than one to one. Any such income shortfalls will not, however, be
cash flow shortfalls because principal and interest payments on the
Multifamily GNMA Certificates, together with re-investment income
thereon, will be available in sufficient amounts to meet interest
income shortfalls and to make required principal payments on the
Bonds. In addition, the amortization of issuance costs of the
Bonds will reduce the Corporation's ratio of earnings to fixed
charges but will not affect the amount of cash available to meet
fixed charges.
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) The following documents are filed as part of this
Form 10-Q and incorporated herein by this reference:
4.1 - Specimen certificate representing Pass-Through
Equity Residual Certificates of the
Registrant.*
4.2 - Specimens of the Series A, B and C
Collateralized Mortgage Obligation Bonds.*
4.3 - Trust Indenture dated as of August 26, 1987.*
4.4 - Form of Guaranty Agreement between the servicer
and GNMA with respect to Project Loan
Securities under the GNMA I Program.**
28 - Form 10-K of registrant.***
* - Each of the foregoing was filed as an
Exhibit with Post Effective Amendment No.
1 on Form S-11 (Registration No. 33-13668)
filed on September 10, 1987.
** - The foregoing was filed as an Exhibit to
the Registration Statement on Form S-11,
No. 33-13668 on April 22, 1987.
*** - The foregoing was filed by the registrant
on March 24, 1995.
(b) No reports on Form 8-K have been filed during the
fiscal quarter for which this Form 10-Q is being
filed.
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.
<TABLE>
HOLCO MORTGAGE ACCEPTANCE CORPORATION-I
(Registrant)
<S> <C>
Date: October 4, 1995 /s/ JOHN T. PHAIR
--------------------------------
JOHN T. PHAIR
(VICE PRESIDENT, TREASURER
AND DIRECTOR)
CHIEF ACCOUNTING OFFICER
Date: October 4, 1995 /s/ KEVIN C. HORTON
--------------------------------
KEVIN C. HORTON
(VICE PRESIDENT, SECRETARY
AND DIRECTOR)
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> SEP-30-1995
<CASH> 86,223
<SECURITIES> 9,481,145
<RECEIVABLES> 72,102
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 9,660,824
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 9,660,824
<CURRENT-LIABILITIES> 9,077,323
<BONDS> 8,920,000
<COMMON> 5,638
0
0
<OTHER-SE> 577,863
<TOTAL-LIABILITY-AND-EQUITY> 9,660,824
<SALES> 0
<TOTAL-REVENUES> 684,673
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 4,626
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 637,013
<INCOME-PRETAX> 43,034
<INCOME-TAX> 2,670
<INCOME-CONTINUING> 40,364
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 40,364
<EPS-PRIMARY> .07
<EPS-DILUTED> 0
</TABLE>
