<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED JUNE 30, 1997
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 NO. 1-10004
TIS MORTGAGE INVESTMENT COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Maryland 94-3067889
(State or other jurisdiction of (IRS Employer
incorporation or organization) identification no.)
655 Montgomery Street 94111
San Francisco, California (Zip Code)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
Registrant's telephone number, including area code (415) 393-8000
______________________
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 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 Registrant's classes of
Common Stock as of the latest practicable date.
Class of Common Stock OUTSTANDING AT AUGUST 12, 1997
--------------------- ------------------------------
$.001 PAR VALUE 8,105,880 SHARES
<PAGE>
TIS MORTGAGE INVESTMENT COMPANY
INDEX
Part I. Financial Information
<TABLE>
<CAPTION>
Item 1. Financial Statements (Unaudited) Page Number
<S> <C>
Consolidated Financial Statements 3
Condensed Consolidated Balance Sheets
June 30, 1997 and December 31, 1996 4
Condensed Consolidated Statements of Income
Three and six months ended June 30, 1997 and 1996 5
Condensed Consolidated Statements of Cash Flows
Six months ended June 30, 1997 and 1996 6
Notes to Condensed Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 14
Part II. Other Information
Item 1. Legal Proceedings 16
Item 4. Submission of Matters to a Vote of Security Holders 16
Item 6. Exhibits and Reports on Form 8-K 17
</TABLE>
2
<PAGE>
- --------------------------------------------------------------------------------
PART 1: FINANCIAL INFORMATION
- --------------------------------------------------------------------------------
ITEM 1: CONSOLIDATED FINANCIAL STATEMENTS
The accompanying unaudited condensed consolidated financial statements
should be read in conjunction with the 1996 Form 10-K of the registrant (the
"Company"). These statements have been prepared in accordance with the
instructions of the Securities and Exchange Commission Form 10-Q and do not
include all the information and footnotes required by generally accepted
accounting principles for complete consolidated financial statements.
In the opinion of the Company's management, all material adjustments
of a normal and recurring nature considered necessary for a fair presentation of
results of operations for the interim periods have been included. The results
of consolidated operations for the three and six months ended June 30, 1997 are
not necessarily indicative of the results that may be expected for the year
ending December 31, 1997.
3
<PAGE>
TIS MORTGAGE INVESTMENT COMPANY AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(AMOUNTS IN THOUSANDS EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
JUNE 30, December 31,
1997 1996
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Mortgage Related Assets
Mortgage Certificates, net $ 67,010 $ 72,703
Residual Interests 402 436
Interest Only (IO) Bonds 2,346 2,695
Commercial Securitizations 184 183
Reserve for Loss on Investments (2,762) (2,997)
----------------------- -----------------------
Total Mortgage Related Assets 67,180 73,020
----------------------- -----------------------
Operating Real Estate Assets 28,932 28,945
----------------------- -----------------------
Other Assets
Cash and Cash Equivalents 184 82
Restricted Cash 1,498 1,272
Accrued Interest and Accounts Receivable 1,024 668
Deferred Bond Issuance Costs 551 598
Other Assets 679 988
----------------------- -----------------------
Total Other Assets 3,936 3,608
----------------------- -----------------------
Total Assets $100,048 $105,573
======================= =======================
- ----------------------------------------------------------------------------------------------------------------------
LIABILITIES
Collateralized Mortgage Obligations, net $ 65,022 $ 70,259
Accounts Payable and Accrued Liabilities 904 449
Accrued Interest Payable 976 1,056
Notes Payable on Real Estate 20,484 20,373
Short-term Debt 2,173 2,418
----------------------- -----------------------
Total Liabilities 89,559 94,555
----------------------- -----------------------
SHAREHOLDERS' EQUITY
Common Stock, par value $.001 per share;
100,000,000 shares authorized; 8,105,880
shares issued and outstanding 8 8
Additional Paid-in Capital 74,696 74,696
Unrealized Loss on Investments (2,150) (2,142)
Retained Deficit (62,065) (61,544)
----------------------- -----------------------
Total Shareholders' Equity 10,489 11,018
----------------------- -----------------------
Total Liabilities and Shareholders' Equity $100,048 $105,573
======================= =======================
</TABLE>
See Notes to Condensed Consolidated Financial Statements
4
<PAGE>
TIS MORTGAGE INVESTMENT COMPANY AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(AMOUNTS IN THOUSANDS EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30
-------------------------------------- --------------------------------------
1997 1996 1997 1996
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
MORTGAGE RELATED ASSETS
Interest
Mortgage Certificates, net $ 1,552 $1,884 $ 3,153 $ 4,356
Short-term Investments -- 4 -- 14
Residual Interests -- 16 9 (11)
Interest Only (IO) Bonds 101 100 175 220
Valuation Reserve Reduction 131 237 235 410
Gain on Sales of Investments 441 450 441 450
----------------- --------------- ---------------- ---------------
Income from Mortgage Related Assets 2,225 2,691 4,013 5,439
----------------- --------------- ---------------- ---------------
INTEREST AND CMO RELATED EXPENSES
Collateralized Mortgage Obligations
Interest 1,676 2,118 3,371 4,687
Administration Fees 17 17 34 37
Deferred Bond Issuance Costs 26 47 47 98
Short-term Debt 44 37 91 81
----------------- --------------- ---------------- ---------------
Total Interest and CMO Related Expenses 1,763 2,219 3,543 4,903
----------------- --------------- ---------------- ---------------
REAL ESTATE OPERATIONS
Rental and Other Income 1,021 996 2,007 2,006
Operating and Maintenance Expenses (374) (306) (696) (644)
Depreciation and Amortization (202) (169) (443) (339)
Interest on Real Estate Notes Payable (428) (430) (866) (863)
Property Taxes (81) (88) (164) (179)
----------------- --------------- ---------------- ---------------
Income (Loss) from Real Estate
Operations (64) 3 (162) (19)
----------------- --------------- ---------------- ---------------
OTHER EXPENSES
Management and Residual
Interest Administration Fees -- 39 -- 77
General and Administrative 501 372 829 737
----------------- --------------- ---------------- ---------------
Total Other Expenses 501 411 829 814
----------------- --------------- ---------------- ---------------
Net Income (Loss) ($ 103) $ 64 ($ 521) ($ 297)
================= =============== ================ ===============
- ------------------------------------------------------------------------------------------------------------------------------------
Net Income (Loss) per Share ($0.01) $0.01 ($0.06) ($0.03)
Weighted Average Shares Outstanding 8,106 8,106 8,106 8,106
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See Notes to Condensed Consolidated Financial Statements
5
<PAGE>
TIS MORTGAGE INVESTMENT COMPANY AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
----------------------------------------
1997 1996
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss ($521) ($297)
Adjustments to Reconcile Net Income to Net Cash
Provided by (Used in) Operating Activities:
Depreciation of Operating Real Estate Assets 369 335
Other Depreciation and Amortization 366 516
Valuation Reserve Provision (235) (410)
Gain on Sales of Investments (441) (450)
Increase in Accrued Interest and Accounts Receivable (356) (310)
Decrease in Prepaid Expenses 111 99
Decrease in Other Assets 125 --
Increase (Decrease) in Accounts Payable and Accrued Liabilities 455 (113)
Decrease in Accrued Interest Payable (80) (204)
---------------- ----------------
Net Cash Used in Operating Activities (207) (834)
---------------- ----------------
- ------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Decrease in Short-term Debt (245) (65)
Increase in Notes Payable on Real Estate 17,400 --
Notes Payable on Real Estate Retired (17,201) --
Principal Payments on Notes Payable on Real Estate (88) (101)
Principal Payments on CMO's (5,582) (10,643)
---------------- ----------------
Net Cash Used in Financing Activities (5,716) (10,809)
---------------- ----------------
- ------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTMENT ACTIVITIES
Net Increase in Restricted Cash (226) (382)
Investment in Real Estate Assets (356) (60)
Proceeds from Sales of Investments 441 450
Principal Reduction in Mortgage Certificates 5,793 11,504
Principal Reduction in Residual Interests 31 59
Principal Reduction in IO Bonds 343 424
Principal Reduction in (Additions to) Commercial Securitizations (1) 6
---------------- ----------------
Net Cash Provided by Investment Activities 6,025 12,001
---------------- ----------------
Net Increase in Cash and Cash Equivalents 102 358
Cash and Cash Equivalents at Beginning of Period 82 198
---------------- ----------------
Cash and Cash Equivalents at End of Period $ 184 $ 556
================ ================
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
See Notes to Condensed Consolidated Financial Statements
6
<PAGE>
TIS MORTGAGE INVESTMENT COMPANY AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 - BASIS OF PRESENTATION
The accompanying interim condensed consolidated financial statements
do not include all of the information and disclosures generally required for
annual financial statements. They include the accounts of the Company, its
wholly-owned subsidiary and its partnership interests in real estate assets.
All significant intercompany balances and transactions have been eliminated. In
the opinion of management all adjustments of a normal recurring nature
considered necessary for a fair presentation have been made. Operating results
for the quarter and six months ended June 30, 1997 are not necessarily
indicative of the results that may be expected for the entire year. These
condensed consolidated financial statements should be read in conjunction with
the Company's Form 10-K for the year ended December 31, 1996.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Overall Methods of Accounting - On May 31, 1990, the Emerging Issues
Task Force of the Financial Accounting Standards Board reached a consensus
(Issue 89-4) for a uniform method of accounting for Residual Interests in
collateralized mortgage obligations ("CMOs"). The consensus, among other
things, required Residual Interests to be classified either as "equity" (and be
accounted for under the Equity Method) or as "nonequity" (and be accounted for
under a level yield method referred to as the Prospective Method). The methods
described in Issue 89-4 are essentially the same as those used by the Company.
ACCOUNTING CHANGE - In accordance with Financial Accounting Standards
Board Standard No. 115 ("SFAS 115") - Accounting for Certain Investments in Debt
and Equity Securities, the Company classifies its investments as either trading
investments, available-for-sale investments or held-to-maturity investments.
The Company is not in the business of trading its real estate investments,
however, from time to time the Company may sell an investment as part of its
efforts to adjust its portfolio composition to reflect changes in economic
conditions. Therefore, the Company has classified all its real estate
investments as available-for-sale investments, carried at fair value in the
financial statements. Unrealized holding gains and losses for unimpaired
available-for-sale investments are excluded from earnings and reported as a net
amount in shareholders' equity until realized.
All of the Company's investments are subject to write down whenever
the yield on the projected cash flows is less than a risk free rate. If the
yield on the projected cash flows is less than a risk free rate, the decline in
value is considered to be "other than temporary" and the investment is written
down to its fair value as the new cost basis. The amount of the write down is
included in the Company's current earnings (i.e. accounted for as a realized
loss). The Emerging Issues Task Force of the Financial Accounting Standards
Board reached a consensus (EITF 93-18) as to the definition of "other than
temporary" impairment. The Company's accounting policy is consistent with this
consensus.
For purposes of applying the impairment provisions of SFAS 115, the
Company considers its investment in each of its Equity Residuals to be a net
cash flow investment (net of CMO Bond interest payments and related CMO Bond
administrative expenses). The Company measures other than temporary impairment
by comparing the yield on the projected net cash flows from the Equity Residual,
(i.e. Mortgage Certificates net of discounts and CMO Bond Liabilities) to a risk
free rate. If the yield on the projected cash flows from the Equity Residual is
less than a risk free rate, the Company records a reserve to reduce the carrying
value to fair value. The fair value is calculated using the forecasted net cash
flows discounted at a risk adjusted rate. The risk adjusted rate is determined
by the Company using established market transactions for securities having
similar characteristics and backed by collateral of similar rate and term.
PRINCIPLES OF CONSOLIDATION - In April 1996 the Company sold its
economic interest in TMAC CMO Trust 1986-1 through the sale of the residual
interest certificate and optional redemption rights in the underlying trust. As
a result, the accounts of TMAC CMO Trust 1986-1 are not included in the
consolidated balance sheets and the results of operations of the trust are
included in the 1996 consolidated statement of operations only through the date
of sale. In addition, under generally accepted accounting principles, the
Company consolidates assets and liabilities
7
<PAGE>
of Owner Trust Residuals when over 50% equity interest in the trust is held by
the Company. The portion of equity interest of each such Owner Trust Residual
not owned by the Company is accounted for as minority interest. Additionally,
the condensed consolidated financial statements include the accounts underlying
its interest in real estate partnerships.
MORTGAGE CERTIFICATES AND CMOS - Mortgage certificates and CMO bonds
of consolidated Owner Trusts are carried at their outstanding principal balance
plus or minus any premium or discount, respectively.
AMORTIZATION OF PREMIUMS AND DISCOUNTS - Premiums and discounts
related to mortgage certificates and CMOs are amortized to income using the
interest method over the stated maturity of the mortgage certificates or CMOs.
RESIDUAL INTERESTS AND INTEREST ONLY (IO) BONDS - Residual Interests
held in bond form and Corporate Real Estate Mortgage Investment Conduit
("REMIC") Residual Interests, regardless of percentage ownership, are Nonequity
Residual Interests and, along with IO Bonds, are accounted for under the
Prospective method. Under this method, assets are carried at cost and income is
amortized over their estimated lives based on a method which provides a constant
yield. At the end of each quarter, the yield over the remaining life of the
asset is recalculated based on expected future cash flows using current interest
rates and mortgage prepayment speeds. This new yield is then used to calculate
the subsequent quarter's financial statement income. Owner Trust Residuals are
accounted for under the equity method.
OPERATING REAL ESTATE ASSETS - In accordance with Statement of
Financial Accounting No. 121 ("SFAS 121") - Accounting for Impairment of Long-
lived Assets and for Long-lived Assets to be Disposed Of, the Company values
operating real estate assets at cost unless circumstances indicate that cost
cannot be recovered, in which case carrying value is reduced to estimated fair
value. In management's opinion, as of June 30, 1997, the carrying value of real
estate assets did not exceed their estimated fair value.
Operating real estate assets are depreciated using the straight-line
method over the estimated useful lives of the real estate assets. The Company
uses a 40 year estimated life for buildings and improvements and either a 5 or
12 year life for furniture, fixtures and equipment depending on the nature of
the asset. Significant expenditures that improve or extend the useful life of
the asset are capitalized and depreciated over their estimated useful lives.
All leases of real estate assets are classified as operating leases.
Rental income is recognized when contractually due based on the terms of signed
lease agreements which range in duration from month-to-month to one year.
RESTRICTED CASH - Restricted cash represents the cash balances of CMOs
in which the Company holds a Residual Interest and whose assets and liabilities
are consolidated with those of the Company. This cash is not available to the
Company or its creditors.
INCOME TAXES - The Company has elected to be taxed as a REIT under the
Internal Revenue Code of 1986, as amended. As a REIT, the Company must
distribute at least 95% of its taxable income to its shareholders. No provision
has been made for income taxes in the accompanying consolidated financial
statements as the Company is not subject to federal income taxes. The loss
reported in the accompanying financial statements may be greater or less than
the taxable loss because some income and expense items are reported in different
periods for income tax purposes. Over the life of a Residual Interest or IO
Bond, total taxable income will equal total financial statement income.
However, the timing of income recognition may differ between the two from year
to year.
NET INCOME (LOSS) PER SHARE - Net income (loss) per share is based
upon the weighted average number of shares of Common Stock outstanding. The
common equivalent shares related to the 1995 Stock Option Plan are antidilutive
and therefore are not included in the weighted average number of shares
outstanding. In March 1997, the Financial Accounting Standards Board issued
Statement of Financial Account No. 128 ("SFAS No. 128") - Earnings Per Share.
SFAS No. 128 requires the disclosure of basic earnings per share and modifies
existing guidance for computing fully diluted earnings per share. Under the new
standard, basic earnings per share is computed as earnings divided by weighted
average shares, excluding the dilutive effects of stock options and other
potentially dilutive securities. The effective date of SFAS No. 128 is December
15, 1997 and early adoption is not permitted. The Company intends to adopt SFAS
No. 128 during the quarter and year ended December 31, 1997. Had the
8
<PAGE>
provisions of SFAS No. 128 been applied to the Company's results of operations
for the three and six months ended June 30, 1997 and 1996, the Company's basic
earnings per share would have been the same as those reported.
STATEMENT OF CASH FLOWS - For purposes of the statement of cash flows,
the Company considers only highly liquid instruments with original maturities of
three months or less to be cash equivalents.
USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS - The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates.
Note 3 - Mortgage Certificates
Information is presented in the table below as of June 30, 1997 and
December 31, 1996 with respect to the fair value of the mortgage certificates
collateralizing those CMO Bonds where the residual interests are accounted for
under the equity method and the Company owns more than a 50% interest in the
trust. See the CMO Collateral chart in note 4 for additional information on the
mortgage collateral. The Company is not able to sell the mortgage collateral,
and therefore realize any gain until the CMO Bonds which are collateralized by
the mortgages mature or are called in accordance with the underlying bond
indenture.
MORTGAGE CERTIFICATES
- ---------------------
(In thousands)
<TABLE>
<CAPTION>
Principal Amount of Fair Value of Cost Less
Residual Series Mortgage Certificates Mortgage Certificates Unamortized Discount
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
JUNE 30, 1997
CMOT 28 $68,180 $70,376 $67,010
DECEMBER 31, 1996
CMOT 28 $73,973 $76,677 $72,703
</TABLE>
NOTE 4 - RESIDUAL INTERESTS
Residual Interests are classified as either equity or nonequity.
Presented below is a schedule of the nonequity residual interests and
unconsolidated equity residual interests.
NONEQUITY RESIDUAL INTERESTS
- ----------------------------
(In thousands)
<TABLE>
<CAPTION>
Book Value
--------------------------------------------------
Purchase June 30, December 31,
Residual Series Price 1997 1996
- ----------------------------------------------------------------------------------------------------------------------
Nonequity Residual Interests
- ----------------------------
<S> <C> <C> <C>
BT 88-1 $1,537 $ 189 $ 210
LFR-9 2,589 102 113
CMSC I 8,642 104 104
FHLMC 25 4,934 4 5
FHLMC 21 5,361 3 4
- ----------------------------------------------------------------------------------------------------------------------
402 436
- ----------------------------------------------------------------------------------------------------------------------
Unconsolidated Equity Residual Interests
- ----------------------------------------
TMAC 1986-2 67 0 0
TMAC 1987-3 165 0 0
- ----------------------------------------------------------------------------------------------------------------------
Total Residual Interests $ 402 $ 436
======================================================================================================================
</TABLE>
9
<PAGE>
On June 12, 1997, the Company sold its equity residual interests in
TMAC 1986-2 and 1987-3 for $441,000. These investments had been carried at zero
so that the entire amount of the sales proceeds is reflected as a gain on sales
of investments in the second quarter of 1997.
Securitized Residuals and Corporate REMIC Residual Interests - Both
Residual Interests held in bond form and Corporate REMIC Residual Certificates
are Nonequity Residual Interests and are accounted for under the Prospective
Method as described in Note 2. Certain characteristics of the CMO Bonds in the
Company's Residual Interests held in these forms are on the following tables:
FIXED RATE RESIDUALS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
CMO BOND DATA (100% OF ISSUE)
-------------------------------------------------------------------------
Name of Issuer TIS Initial June 30, 1997
and Series/ TIS Purchase Principal Principal
CMO Issue Purchase TIS % Price Bond Balance Balance Bond Stated
Date Date Ownership ($000) Class ($000) ($000) Coupon Maturity
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1) Bankers Trust May 29, 1991 99.990% $1,537 1-A $ 9,722 $ 0 7.35% Jan 1, 2013
Series 1988-1 1-B 8,017 0 8.50% Apr 1, 2014
(BT 88-1) 1-C 34,769 13,742 8.75% Apr 1, 2018
Feb 16, 1988 1-D 47,492 10,032 8.63% Apr 1, 2018
---------------------------------
$ 100,000 $23,774
- ------------------------------------------------------------------------------------------------------------------------------------
2) L F Rothschild Nov 7, 1990 100.000% $2,589 A $ 11,000 $ 0 Zero Coupon Jan 1, 2019
Trust 9 B 22,000 0 Zero Coupon Jan 1, 2019
(LFR-9) C 54,000 7,819 Zero Coupon Jan 1, 2019
Dec 2, 1988 D 32,850 2,334 Zero Coupon Jan 1, 2019
E 30,000 0 Zero Coupon Jan 1, 2019
R 150 150 Residual Bond Jan 1, 2019
---------------------------------
$ 150,000 $10,303
- ------------------------------------------------------------------------------------------------------------------------------------
3) Collateralized Dec 21, 1988 44.000% $4,462 I-1 $ 291,000 $ 0 7.95% Feb 1, 2009
Mortgage Mar 23, 1989 44.000% 4,180 I-2 194,000 0 9.45% May 1, 2013
------- ------
Securities Corp. Subtotal 88.000% $8,642 I-3(Z) 15,000 36,520 9.45% Feb 1, 2017
======= ====== ---------------------------------
Series I (CMSC I) $ 500,000 $36,520
Jan 28, 1987
- ------------------------------------------------------------------------------------------------------------------------------------
4) Federal Home Jun 22, 1989 55.000% $4,934 25-A $ 105,923 $ 0 9.00% Nov 15, 2018
Loan Mortgage 25-B 51,002 0 9.50% Nov 15, 2005
Corporation 25-C 53,028 0 9.50% Mar 15, 2011
Series 25 25-D 46,414 0 9.50% Feb 15, 2014
(FHLMC 25) 25-E 50,936 0 9.50% May 15, 2016
Dec 1, 1988 25-F 76,167 0 9.50% Dec 15, 2018
25-G 43,940 40,071 9.50% Feb 15, 2020
25-H 72,490 0 7.90% Feb 15, 2020
R 100 8 Residual Bond Feb 15, 2020
------------------------------
$ 500,000 $40,079
- ------------------------------------------------------------------------------------------------------------------------------------
5) Federal Home Jan 5, 1989 62.500% $5,361 21-A $ 140,645 $ 0 8.90% Jan 15, 1998
Loan Mortgage 21-B 216,267 0 8.90% Feb 15, 2004
Corporation 21-C 101,503 0 9.10% Jan 15, 2006
Series 21 21-D 93,376 0 9.25% Jun 15, 2007
(FHLMC 21) 21-E 122,951 0 9.35% Feb 15, 2009
Nov 30, 1988 21-F 240,408 0 9.45% Sep 15, 2011
21-Z 84,750 69,698 9.50% Jan 15, 2020
R 100 7 Residual Bond Jan 15, 2020
------------------------------
$1,000,000 $69,705
====================================================================================================================================
</TABLE>
10
<PAGE>
Equity Residual Interests - The Company currently holds interests in
onr Owner Trust Residual. Although the underlying CMOs in these Residual
Interests are not liabilities of the Company, under the requirements of
generally accepted accounting principles, the Company consolidates assets and
liabilities of the Owner Trust Residuals when over 50% equity interest in the
trust is held by the Company.
Under the underlying bond indentures, the Company would never be
required to pay more than the outstanding principal balance to retire the CMO
Bonds. Therefore, the carrying value of these CMO Bonds are reasonable
estimates of their fair value to the Company. Certain characteristics of the
CMO Bonds in the Equity Residual Interest in which the Company holds an interest
at June 30, 1997 are set forth below:
EQUITY RESIDUAL INTERESTS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
CMO BOND DATA (100% OF ISSUE)
---------------------------------------------------------------
Name of Issuer TIS Initial June 30, 1997
and Series/ TIS Purchase Principal Principal
CMO Issue Purchase TIS % Price Bond Balance Balance Bond Stated
Date Date Ownership ($000) Class ($000) ($000) Coupon Maturity
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Collateralized Aug 31, 1988 98.000% $4,810 A $275,000 $ 0 8.00% Jun 1, 2006
Mortgage Aug 8, 1990 2.000% 47 B 77,200 0 8.50% Jun 1, 2008
------- ------
Obligation 100.000% $4,857 C 108,300 0 8.50% Dec 1, 2010
======= ======
(CMOT 28) Z 39,500 69,086 8.45% Jun 1, 2017
---------------------------
May 29, 1987 $500,000 $69,086
==========================================================================================================================
</TABLE>
CMO COLLATERAL - The table below sets forth certain characteristics of
the mortgage collateral pledged to secure each CMO in which the Company holds a
Residual Interest.
CMO COLLATERAL
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
CMO COLLATERAL DATA (100% OF ISSUE)
-----------------------------------------------------
WEIGHTED June 30, 1997 Current WEIGHTED
AVERAGE Collateral Weighted AVERAGE
RESIDUAL PASS- Principal Average REMAINING
Residual Interest Type of THROUGH Balance Coupon MONTHS TO
Series TYPE Collateral RATE ($000) Rate MATURITY
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Equity Residual Interests
- ----------------------------------------
CMOT 28 Fixed FNMA 8.50% $68,180 9.11% 227
Nonequity Residual Interests
- ----------------------------------------
BT 88-1 Fixed GNMA 9.00% 22,546 9.50% 219
LFR-9 Fixed FNMA 9.50% 9,989 10.21% 239
CMSC I Fixed FNMA 9.50% 34,999 10.13% 210
FHLMC 25 Fixed FHLMC 9.50% 39,418 10.33% 235
FHLMC 21 Fixed FHLMC 9.50% 69,705 10.21% 235
=====================================================================================================================
</TABLE>
11
<PAGE>
NOTE 5 - INTEREST ONLY (IO) BONDS
IO Bonds include both regular IO Bonds and Inverse IO Bonds. Presented
below is a schedule of the Company's IO Bonds.
INTEREST ONLY (IO) BONDS
- ------------------------
(In thousands)
<TABLE>
<CAPTION>
Book Value
--------------------------------------------------
Name and Issuer Purchase June 30, December 31,
and Series Price 1997 1996
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
FNMA Series 1992-123 Class S $8,203 $1,553 $1,753
Pru Home Mtg Corp Series 1992-7 4,776 622 708
Bear Stearns Mtg Sec Series 1992-1 2,720 171 234
- ----------------------------------------------------------------------------------------------------------------------
$2,346 $2,695
======================================================================================================================
</TABLE>
Certain characteristics of the Company's IO Bonds are on the following
table:
INTEREST ONLY BONDS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
COLLATERAL DATA (% OF IO HELD BY TIS)
---------------------------------------------------------------------
Weighted June 30, 1997 Current Weighted
Name of Issuer TIS Average Collateral Weighted Average
and Series/ TIS Purchase Pass Principal Average Remaining
CMO Issue Purchase Price Type of Through Balance Coupon Months to
Date Date ($000) Collateral Rate to IO ($000) Rate Maturity
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1) FNMA July 30, 1992 $8,203 FNMA 49.58 - $ 4,105 8.95% 287
Series 1992-123 (5.67 x
Class S LIBOR)
July 25, 1992
- -------------------------------------------------------------------------------------------------------------------
2) Prudential Mar 27, 1992 $4,776 NON 0.5652% $45,916 8.79% 285
Home Mortgage AGENCY
Corporation
Series 1992-7
March 1, 1992
- -------------------------------------------------------------------------------------------------------------------
3) Bear Stearns May 28, 1992 $2,720 NON 0.3714% $ 6,192 9.83% 235
Mortgage AGENCY
Securities, Inc.
Series 1992-1
May 1, 1992
===================================================================================================================
</TABLE>
12
<PAGE>
NOTE 6 - OPERATING REAL ESTATE ASSETS
During the year ended December 31, 1995, the Company acquired four
multifamily housing properties in California's Central Valley. The properties
were purchased either in the form of direct ownership of the real property or in
the form of an interest in a partnership that directly owns the real property.
Capitalized costs differ from the purchase price due to capitalization of
acquisition costs. The carrying value of operating real estate assets at June
30, 1997 and December 31, 1996 is presented in the following table:
<TABLE>
<CAPTION>
June 30, December 31,
(in thousands) 1997 1996
-----------------------------------------------------------------------------
<S> <C> <C>
Land $ 5,024 $ 4,990
Buildings and improvements 24,185 24,036
Personal property 1,166 993
------------------------------------
Total 30,375 30,019
Less accumulated depreciation
and amortization (1,443) (1,074)
------------------------------------
Net $28,932 $28,945
====================================
</TABLE>
At June 30, 1997, the Company's four multifamily properties had an
overall occupancy of 95%.
NOTE 7 - NOTES PAYABLE ON REAL ESTATE
As part of the 1995 acquisition of multifamily residential properties,
existing secured debt totaling $18,675,000 was assumed. In addition, new
secured debt of $1,815,000 was obtained in 1995 secured by Four Creeks - I. In
August 1996, the River Oaks and Four Creeks - II mortgage notes payable matured
and were retired using the proceeds from a new mortgage note in the principal
amount of $11,235,000 (the "Interim Note"). On March 24, 1997, the Company
obtained permanent financing with an insurance company (the "Permanent
Financing"). The total loan proceeds from the Permanent Financing amounted to
$17,400,000 and, after certain costs and fees, were used to retire the then
outstanding principal and interest on the Interim Note of $11,235,000 and the
mortgage note on Villa San Marcos of $5,965,884. The Permanent Financing
comprises three deeds of trust and an assignment of rents on Four Creeks - II,
River Oaks and Villa San Marcos. The mortgages comprising the Permanent
Financing may not be retired during the first five years and are subject to a
prepayment penalty if prepaid after the 5th year. The following table
summarizes the debt outstanding on the properties as of June 30, 1997 and
December 31, 1996. The Shady Lane loan remains in the name of the seller of the
property and will until refinanced but the Company is servicing the debt and
receives all of the economic benefits from the property.
<TABLE>
<CAPTION>
Interest Monthly
Principal Balance Basis of Rate Principal
---------------------------------
June 30, December 31, Interest June 30, Due and Interest
Property 1997 1996 Rate 1997 Date Payment
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Shady Lane $ 1,345,021 $ 1,358,576 Fixed 8.375% Dec. 1, 2004 $ 11,967
River Oaks 6,411,987 6,665,796 Fixed 8.36% Apr. 30, 2007 51,181
Villa San Marcos 6,953,937 5,980,626 Fixed 8.31% Apr. 30, 2007 55,274
Four Creeks - I 1,791,362 1,799,034 Fixed 8.16% Dec. 1, 2005 13,521
Four Creeks - II 3,981,690 4,569,204 Fixed 8.31% Apr. 30, 2007 31,649
- ------------------------------------------------------------------------------------------------------------------------------
Total $20,483,997 $20,373,236 $163,592
==============================================================================================================================
</TABLE>
13
<PAGE>
NOTE 8 - SHORT-TERM DEBT
At June 30, 1997 the Company's short-term borrowings totaled $2,172,500
which consisted of $1,972,500 under repurchase agreements with Bear Stearns &
Co. and Paine Webber and $200,000 of interim financing provided by its principal
banker. The repurchase agreement borrowings had a weighted average interest
rate of 7.25%; the bank borrowing had an interest rate of 10%. The repurchase
agreements had initial terms of one month, are renewed on a month-to-month
basis, are collateralized by some of the Company's nonequity Residual Interests
and IO Bonds whose fair values approximated $2 million and have a floating rate
of interest which is tied to the one month LIBOR rate. The bank interim
financing is unsecured and is payable in installments of $50,000 a month. The
Company has no committed lines of credit.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
GENERAL
Prior to 1995, the COmpany primarily invested in the Residual Interests of
CMOs and other mortgage related assets. The mortgage collateral underlying the
CMOs in the Company's portfolio of Residual Interests are mortgage-backed
certificates issued by the Government National Mortgage Association (GNMA), the
Federal National Mortgage Association (FNMA) and the Federal Home Loan Mortgage
Corporation (FHLMC). In 1995 the Company changed its investment focus from
investments in Residual Interest of CMOs and other mortgage related assets to
multifamily real estate. As a result, it sold a number of its nonequity
residual interests, interest only bonds and a commercial securitization in order
to fund the purchase of multifamily real estate projects.
The Company is not in the business of selling its mortgage related
investments and therefore purchases these assets with the intention of holding
them to term. However, from time to time the Company may sell an asset as part
of the Company's ongoing effort to adjust its portfolio composition to reflect
changes in economic conditions. The Company may also occasionally acquire
mortgage related assets which are available for sale before their term. It may
also utilize hedging strategies with certain mortgage related assets and other
instruments which would not be held to term.
The Company's income from mortgage related assets is sensitive to changes
in mortgage prepayments and interest rates. The Company attempts to reduce the
prepayment and interest rate risks by purchasing mortgage related assets which
have characteristics and yields that complement the characteristics and yields
of existing assets. The Company's income from multifamily real estate is
sensitive to local real estate market conditions, cost of maintenance of its
properties and interest rates on its secured debt.
RESULTS OF OPERATIONS
The Company had a net loss of $103,000, or $0.01 per share, for the quarter
ended June 30, 1997. This compares to net income of $64,000, or $0.01 per
share, for the quarter ended June 30, 1996. For the six months ended June 30,
1997, the Company had a net loss of $521,000, or $0.06 per share. This compares
to a net loss of $297,000, or $0.03 per share, for the six months ended June 30,
1996. The company did not pay a dividend in the first six months of either
year.
Interest from mortgage certificates is a declining amount based on the
principal amount outstanding, which has been declining due to scheduled
amortizations and prepayments of the underlying mortgage loans. Interest
expense on CMOs also declines from year to year in proportion to the declining
principal amount outstanding. Therefore, the net interest margin (interest
income from mortgage certificates less interest expense on CMOs) remained
essentially in relation to the principal amounts outstanding between the two
years. As a result of the sale of the residual interest in TMAC CMO trust 1986-
1 in April 1996, interest from mortgage certificates and interest on CMOs
declined significantly in the six months ended June 30, 1997 because the
accounts of this Owner Trust Residual are no longer included in the condensed
consolidated financial statements. In the six months ended June 30, 1996,
interest income included $518,000 and interest expense included $438,000 from
TMAC CMO trust 1986-1.
14
<PAGE>
Income from Residual Interests and Interest Only Bonds was $184,000 in the
six months ended June 30, 1997 as compared to $209,000 in the prior year period
as the underlying portfolios remained relatively constant between periods except
for scheduled principal reductions.
Real Estate operations showed a loss of $162,000 and $19,000 in the six
months ended June 30, 1997 and 1996, respectively. However, operating income
from real estate operations before depreciation and amortization was $281,000
and $320,000 in the six months ended June 30, 1997 and 1996, respectively.
Depreciation of operating real estate assets increased in the six months ended
June 30, 1997 compared to the first six months of 1996 as a result of capital
improvements. Amortization expense includes $55,000 represting the write off of
unamortized loan costs relating to a note payable which was refinanced in the
first quarter of 1997. Operating and maintenance expenses totaled $696,000 in
the six months ended June 30, 1997 as compared to $644,000 in the comparable
1996 period. The increase arose primarily because of increased turnover costs
in 1997.
On June 27, 1996, the Board of Directors announced that as of July 1, 1996
the Company became a self-administered Real Estate Investment Trust and was no
longer managed by TIS Financial Services, Inc. Prior to that date, the Manager
oversaw the operations of the Company pursuant to a management agreement. As a
result, for the six months ended June 30, 1997, the Company incurred no
management fees. In the first six months of 1996, the Company incurred
management fees of $77,000.
For the six months ended June 30, 1997, general and administrative expense
totaled $829,000 as compared to $737,000 in the comparable prior year period.
The increase is primarily attributable to an increase in legal and annual
meeting expenses incurred in the second quarter of 1997.
LIQUIDITY AND CAPITAL RESOURCES
The Company uses cash flow from operations to provide working capital to
support its operations and for the payment of dividends to its stockholders, and
uses its other capital resources for the purchase of Residual Interests,
mortgage instruments, multifamily residential properties and other mortgage
related assets.
The Company currently has agreements with two investment banking firms to
borrow funds under repurchase agreements. At June 30, 1997 the Company had
borrowings outstanding under these agreements totaling $1,972,500. This debt was
collateralized by some of the Company's Nonequity Residual Interests and IO
Bonds whose fair values approximated $4 million. In addition, the Company has
obtained interim financing from its principal banker totaling $200,000. The bank
borrowings are unsecured and are due in monthly installments of $50,000.
The Company's cash flows for the six months ended June 30, 1997 and 1996
are as follows:
<TABLE>
<CAPTION>
(IN THOUSANDS) 1997 1996
--------------------------------------------------------------------------------------
<S> <C> <C>
Used in Operating Activities ($ 207) ($ 834)
Used in Financing Activities (5,716) (10,809)
Provided by Investment Activities 6,025 12,001
------------------------------------------------
Net Increase in
Cash and Cash Equivalents $ 102 $ 358
================================================
</TABLE>
At June 30, 1997, the Company had unrestricted cash and cash
equivalents of $184,000.
Over the twelve months ending June 30, 1998, schedule principal
maturities on the notes payable on real estate amount to $276,000 and are
expected to be funded by cash flow from the Company's multifamily residential
properties. During the six months ended June 30, 1997 and 1996, the income from
real estate operations before depreciation and amortization amounted to $281,000
and $320,000, respectively. The Company has no significant commitments for
capital expenditures relating to the real estate operations over the twelve
months ended June 30, 1998 and anticipates that any capital expenditures or
repair and maintenance activities would be funded from cash generated from real
estate activities.
15
<PAGE>
Over the twelve months ending June 30, 1998, the Company anticipates
that cash inflows from mortgage related assets will approximate the cash
outflows associated with the underlying collateralized mortgage obligations.
However, management can provide no assurances of such mortgage related cash
flows as such cash flows are subject to interest rate changes, prepayment risks
and other uncertainties.
The Company has no committed lines of credit. Management of the
Company believes that cash flows from operations and the availability of
repurchase agreements are sufficient to enable the Company to meet its current
and anticipated future liquidity requirements including payment of dividends to
its stockholders, which must equal at least 95% of the Company's taxable income
in order for the Company to qualify as a REIT.
DIVIDEND REINVESTMENT PLAN
The Company has a Dividend Reinvestment and Share Purchase Plan
designed to enable shareholders to have their dividends from the Company
automatically invested in additional shares of the Company. Mellon Securities
Trust Company, which is unaffiliated with the Company, acts as the Plan
Administrator. The purpose of the Plan is to provide shareholders with a
convenient and economical way of investing dividends in additional shares of the
Company's Common Stock. These shares will be purchased on the open market or,
at the direction of the Company's Board of Directors, directly from the Company
at a 3% discount from the open market price. The Company has registered
1,000,000 Common shares for possible issuance under the Plan. The impact on
liquidity from the Dividend Reinvestment and Share Purchase Plan, if any, is
expected to be immaterial.
PART II - OTHER INFORMATION
- ---------------------------
ITEM 1. LEGAL PROCEEDINGS
-----------------
Not Applicable
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
---------------------------------------------------
Registrant's Annual Meeting of Shareholders was held on may 29, 1997.
As of april 23, 1997, the record date for this meeting, there were
8,105,880 shares issued and outstanding and entitled to vote at this
Annual Meeting.
With respect to the election of three Class III directors to serve for
three years:
A. The nominees for director designated by management:
<TABLE>
<S> <C> <C>
Robert Edelstein For 1,169,982 Withheld 87,961
Lorraine Legg For 1,165,239 Withheld 92,704
Will Storey For 1,178,789 Withheld 79,154
</TABLE>
B. The nominees for directors designated by the Totally Ignored
<TABLE> Stockholders Committee:
<S> <C> <C>
Richard Osborne For 4,005,260 Withheld 5,100
Christopher Jarratt For 4,005,260 Withheld 5,100
James Lewis For 4,005,260 Withheld 5,100
</TABLE>
With respect to a proposal to ratify the appointment of Arthur
Andersen LLP as the independent accountants of the Company for the
fiscal year ending December 31, 1997, the results were:
<TABLE>
<S> <C> <C>
For 1,231,448 Against 9,033 Abstain 7,442
</TABLE>
16
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
- ------------------------------------------
The following reports on Form 8-k were filed during the quarter ended
June 30, 1997:
Current report on Form 8-k under Item 5 - Other Events, dated April 9,
1997 announcing that its Annual Meeting of Stockholders will be held
on May 29, 1997.
Current report on Form 8-k under Item 5 - Other Events, dated May 28,
1997 announcing that it amended its bylaws to provide that a special
meeting of stockholders can be called by stockholders entitled to cast
at least 50% of all the votes entitled to be cast at such meeting.
Previously, stockholders holding at least 25% of all the votes
entitled to be cast at such meeting were able to call a special
stockholders meeting.
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.
TIS MORTGAGE INVESTMENT COMPANY
AUGUST 12, 1997 BY: /s/ LORRAINE O. LEGG
----------------------- --------------------
DATE LORRAINE O. LEGG, PRESIDENT AND
CHIEF EXECUTIVE OFFICER
(PRINCIPAL EXECUTIVE OFFICER)
AUGUST 12, 1997 BY: /s/ JOHN E. CASTELLO
------------------------ --------------------
DATE JOHN E. CASTELLO, EXECUTIVE VICE
PRESIDENT AND CHIEF FINANCIAL OFFICER
(PRINCIPAL FINANCIAL OFFICER)
17
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 1,682
<SECURITIES> 67,180
<RECEIVABLES> 1,024
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 71,116
<PP&E> 30,375
<DEPRECIATION> 1,443
<TOTAL-ASSETS> 100,048
<CURRENT-LIABILITIES> 3,753
<BONDS> 0
0
0
<COMMON> 8
<OTHER-SE> 10,481
<TOTAL-LIABILITY-AND-EQUITY> 100,048
<SALES> 0
<TOTAL-REVENUES> 6,020
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 3,079
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,462
<INCOME-PRETAX> (521)
<INCOME-TAX> 0
<INCOME-CONTINUING> (521)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (521)
<EPS-PRIMARY> (0.06)
<EPS-DILUTED> (0.06)
</TABLE>
