<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
FORM 10-Q
(Mark One)
{X} QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1996
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 1-10001
RYMAC MORTGAGE INVESTMENT CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Maryland 25-1577534
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
100 North Fourth Street, Suite 813, Steubenville, Ohio 43952
(Address of Principal Executive Offices) (Zip Code)
(Registrant's Telephone No., Including Area Code) (800) 666-6960
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 twelve
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 xx No ____
Number of shares of common stock, $.01 par value, outstanding as
of November 13, 1996: 5,210,600
<PAGE>
RYMAC MORTGAGE INVESTMENT CORPORATION
FORM 10-Q
INDEX
Page Number
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets as of
September 30, 1996 (unaudited)
and December 31, 1995 3
Consolidated Statements of Revenues and
Expenses (unaudited) for the three and
nine months ended September 30, 1996
and 1995 4
Consolidated Statements of Cash Flows
(unaudited) for the nine months ended
September 30, 1996 and 1995 5
Notes to Consolidated Financial Statements
(unaudited) 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 14
PART II. OTHER INFORMATION 20
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to Vote of Security
Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES 22
<PAGE>
<TABLE>
<CAPTION>
Part I. Financial Information
Item 1. Financial Statements
RYMAC MORTGAGE INVESTMENT CORPORATION
CONSOLIDATED BALANCE SHEETS
(amounts in thousands except share data)
September 30, 1996 December 31, 1995
------------------ -----------------
(Unaudited)
<S> <C> <C>
ASSETS
Real estate investments:
Mortgage related investments (note 4) $ - $ 9,814
Mortgage derivative securities less valuation
allowance of $39 for 1995 (notes 2 and 3) - 1,014
Mortgage-backed securities less allowance for
unrealized loss of $116 for 1996 (note 5) 3,253 3,397
-------- --------
3,253 14,225
Cash 2,660 1,549
Funds held by trustee - 159
Receivables on mortgage related investments - 370
Receivables on mortgage derivative securities - 45
Other assets 234 254
-------- --------
$ 6,147 $ 16,602
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Funding notes payable (note 5) $ - $ 10,114
Accrued interest on funding notes payable - 146
Other liabilities 159 127
-------- --------
159 10,387
COMMITMENTS AND CONTINGENCIES (notes 2,3 and 7)
STOCKHOLDERS' EQUITY
Common stock: par value $.01 per share
50,000,000 shares authorized
5,210,600 issued and outstanding at September
30, 1996, and December 31, 1995 52 52
Additional paid-in capital 43,985 43,985
Accumulated Deficit (note 8) (37,933) (37,822)
Unrealized loss on mortgage-backed securities (116) -
--------- ---------
5,988 6,215
--------- ---------
$ 6,147 $ 16,602
========= =========
See notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Part I. Financial Information
Item 1. Financial Statements (continued)
RYMAC MORTGAGE INVESTMENT CORPORATION
CONSOLIDATED STATEMENTS OF REVENUES AND EXPENSES
(UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
(amounts in thousands except share data)
Three Months Ended Nine Months Ended
September 30, September 30,
1996 1995 1996 1995
-------- -------- -------- --------
REVENUES
<S> <C> <C> <C> <C>
Interest:
Mortgage related investments $ - $ 260 $ 369 $ 821
Mortgage derivative securities - 59 72 (511)
Provision for investment losses - (19) 35 (19)
Mortgage-backed securities 59 - 178 -
Temporary investments 37 78 88 243
Net loss on the sale of
mortgage related investments - - (202) -
Net gain on the sale of
mortgage derivative securities - - 155 -
-------------------- --------------------
96 378 695 534
-------------------- --------------------
EXPENSES
Interest on funding notes payable - 263 368 821
General and Administrative 133 149 438 471
-------------------- --------------------
133 412 806 1,292
-------------------- --------------------
Net Income (loss) (note 8) $ (37)$ (34) $ (111)$ (758)
==================== ====================
Net Income (loss) per share $ (0.01)$ (0.01) $ (0.02)$ (0.15)
Weighted average number of
common shares outstanding 5,211,000 5,211,000 5,211,000 5,211,000
See notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Part I. Financial Information
Item 1. Financial Statements (continued)
RYMAC MORTGAGE INVESTMENT CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
(amounts in thousands except share data)
1996 1995
--------- ---------
<S> <C> <C>
Operating Activities:
Net Loss (note 7) $ (111) $ (758)
Adjustments to reconcile net income to net
cash provided by operating activities:
Amortization of premiums on
mortgage derivative securities 50 896
Interest accrued and added to funding notes
payable - 152
Decrease in interest receivable on
mortgage related investments 79 12
Decrease/(increase) in interest receivable on
mortgage derivative securities 44 (2)
Decrease in accrued interest on funding
notes payable (146) (19)
Gains on sales of investments (155) -
Increase/(decrease) in accrued expenses
payable 32 (65)
Other, net (17) 41
--------- ---------
Net cash provided by/(used in) operating
activities (224) 257
Investing Activities:
Principal payments on mortgage related
investments 10,105 1,595
Decrease/(increase) in funds held by trustee 159 (133)
Principal payments on funding notes payable (10,114) (1,597)
Principal payments on mortgage-backed security 28 -
Principal payments on mortgage derivative
securities 4 7
Proceeds from sales of investments 1,153 -
--------- ---------
Net cash provided by/(used in) investing
activities 1,335 (128)
Financing Activities:
Dividends paid - (16)
--------- ---------
Net cash used in financing activities - (16)
Net increase in cash 1,111 113
Cash at beginning of period 1,549 4,917
--------- ---------
Cash at end of period $ 2,660 $ 5,030
========= =========
Supplemental disclosure of cash flow information:
Interest paid (net of amounts added to funding
notes payable) $ 515 $ 688
Third quarter dividends declared $ - $ 16
See notes to consolidated financial statements.
</TABLE>
<PAGE>
RYMAC MORTGAGE INVESTMENT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands except share data)
_________________________________________________________________
Note 1 - The Company
RYMAC Mortgage Investment Corporation (the "Company") was
incorporated in Maryland on July 1, 1988. In its initial public
offering in September, 1988, the Company issued 5,420,000 shares of
its common stock. During 1990 and 1991, the Company repurchased
209,400 shares of its common stock in accordance with a stock
repurchase program at costs ranging from $6.75 to $7.63 per share.
Effective August 20, 1996, the Company dissolved its two limited
purpose subsidiaries (RYMAC Mortgage Investment I, Inc. and RYMAC
Mortgage Investment II, Inc.) after the assets in each had been
sold.
On September 12, 1996, the Company and Navistar International
Transportation Corp. ("Navistar") announced that they had entered
into a definitive asset purchase agreement (said agreement as
amended by the First Amendment thereto dated October 31, 1996, the
"Asset Purchase Agreement"). Pursuant to the Asset Purchase
Agreement, the Company agreed to acquire substantially all of the
assets and liabilities of Navistar's business currently conducted
at 800 Manor Park Drive, Columbus, Ohio ("Columbus Plastics"),
primarily relating to the manufacture, marketing and sale of
fiberglass reinforced plastic component parts (the "Acquisition").
Consummation of the transaction is subject to approval by the
Company's stockholders and such other terms and conditions as are
set forth in the Asset Purchase Agreement. If the transaction is
successfully approved and all conditions set forth therein are
satisfied, it is expected that the Acquisition will be consummated
by December 31, 1996.
In connection with the Asset Purchase Agreement and the Acquisition
described above, on October 8, 1996 the Company formed a wholly-
owned Delaware chartered subsidiary, Core Materials Corporation
("Core Materials"). On November 8, 1996, a Registration Statement
on Form S-4 of Core Materials was declared effective by the
Securities and Exchange Commission ("SEC"). Included in the
Registration Statement was a Proxy Statement/Prospectus, dated
November 8, 1996 (the "Proxy Statement/Prospectus"), relating to
the Acquisition. On or about November 8, 1996, the Company began
distributing the Proxy Statement/Prospectus to all holders of
record of its common stock on November 4, 1996 (the "Record Date").
The Proxy Statement/Prospectus provides detailed information
concerning the Acquisition, the proposed merger of the Company with
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(amounts in thousands except share data)
_________________________________________________________________
Note 1 - The Company (continued)
and into Core Materials and other items on the agenda at the
Special Meeting of the Company's stockholders to be held on
December 19, 1996 at 10:00 a.m. Eastern time at the American Stock
Exchange, 86 Trinity Place, New York, New York 10006-1881 (the
"Special Meeting").
At the Special Meeting, stockholders will be asked to consider and
approve (a) the terms and conditions of the Asset Purchase
Agreement and (b) the issuance of 4,264,000 shares of common stock
of Core Materials to Navistar pursuant to the Asset Purchase
Agreement, which amount is subject to adjustment pursuant to the
provisions of the Asset Purchase Agreement but shall not exceed 45%
of the total number of shares of Core Materials issued and
outstanding on a fully diluted basis (the "Stock Issuance").
At the Special Meeting, stockholders will also be asked to consider
and approve an Agreement and Plan of Merger between the Company and
Core Materials pursuant to which the Company would be merged with
and into Core Materials with Core Materials continuing as the
surviving corporation and each outstanding share of the Company's
common stock would be automatically converted into the right to
receive one share of common stock of Core Materials. The
consummation of the proposed merger is contingent upon the approval
by the stockholders of the Company of the terms of the Asset
Purchase Agreement, including the Stock Issuance. The proposed
merger would be consummated shortly before the consummation of the
Acquisition.
_________________________________________________________________
Note 2 - Summary of Significant Accounting Policies
Basis of Presentation
The consolidated financial statements include the accounts of RMIC
and its wholly-owned subsidiaries RMI and RMII. All intercompany
balances and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of the financial statements in conformity with
generally accepted accounting principles ("GAAP") requires
management to make estimates and assumptions that affect the
amounts reported in the financial statements and accompanying
notes. Actual results could differ from those estimates.
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(amounts in thousands except share data)
_________________________________________________________________
Note 2 - Summary of Significant Accounting Policies (continued)
Mortgage-Backed Securities
Mortgage-Backed Securities have been recorded at the lower of cost
or market and are considered held to maturity. At September 30,
1996, the cost exceeded the market value by $116. An allowance for
unrealized losses and a separate component of stockholders' equity
has been recorded.
Investment Restrictions
In addition to qualifying as a Real Estate Investment Trust
("REIT") under the Internal Revenue Code of 1986, as amended (the
"Code"), the Company's investment activities are currently
restricted by provisions of the Investment Company Act of 1940, as
amended (the "Investment Company Act"). The Investment Company Act
specifically exempts entities primarily engaged in the business of
purchasing or otherwise acquiring mortgages and other liens and
interests in real estate from the definition of an investment
company (the "Real Estate Exception"). Under interpretations
issued by the staff of the Securities and Exchange Commission, in
order to qualify for the Real Estate Exception, the Company must
maintain at least 55% of its assets in mortgage loans or certain
other interests in real estate, and another 25% of its assets in
those or certain other types of real estate related interests.
During 1995, the Company purchased additional assets, specifically
mortgage-backed securities. As such, the Company continues to
maintain in excess of 55% of its assets in mortgage loans or
certain other interests in real estate and, therefore, can continue
to rely on the Real Estate Exception to avoid registration as an
investment company under the Investment Company Act.
If the Acquisition described in Note 1 above is consummated, the
Company will no longer be required to rely upon the Real Estate
Exception in order to avoid being subject to the provisions of the
Investment Company Act.
Federal Income Taxes
The Company has elected to be taxed as a REIT under the Code. As
a result, the Company generally will not be subject to federal
income taxation at the corporate level to the extent it distributes
annually at least 95% of its REIT taxable income, as defined in the
Code, to its stockholders and satisfies certain other requirements.
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(amounts in thousands except share data)
_________________________________________________________________
Note 2 - Summary of Significant Accounting Policies (continued)
Accordingly, no provision has been made for income taxes in the
accompanying consolidated financial statements.
If the Acquisition described in Note 1 above is consummated, the
Company will no longer qualify as a REIT and will be taxed as a
corporation under subchapter C of Chapter 1 of the Code.
Net Income (Loss) Per Share
Net income (loss) per share is computed based on the weighted
average number of common shares outstanding during the period.
_________________________________________________________________
Note 3 - Mortgage Derivative Securities
Prior to June 30, 1996, the Company had investments in mortgage
derivative securities, which consisted of (i) a class or classes of
collateralized mortgage obligations ("CMOs") that either
represented a regular class of bonds or a residual class of bonds
or (ii) interests in a class or classes of mortgage-backed pass-
through certificates that either represented a regular class of
certificates or a residual class of certificates. For federal
income tax purposes, a majority of the Company's Mortgage
Derivative Securities represented interests in real estate mortgage
investment conduits ("REMICs"). CMOs are mortgage-backed bonds
which bear interest at a specific predetermined rate or at a rate
which varies according to a specified relationship to a specific
short term interest rate index, such as the London interbank
offered rate for one-month U.S. dollar deposits ("LIBOR").
Most residual bonds are structured so as to entitle the holder to
receive a proportionate share of the excess (if any) of payments
received from the collateral pledged to secure such bonds and the
other related classes, together with the reinvestment income
thereon, over amounts required to make debt service payments on
such CMOs and to pay related administrative expenses. In
connection with these investments, the Company acquired no other
rights relating to the collateral pledged to secure its Mortgage
Derivative Securities. Most residual certificates are structured
so as to entitle the Company to receive a specified percentage of
the distributions generated from the pool of assets comprising the
trust funds of which the certificates evidence an interest.
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(amounts in thousands except share data)
_________________________________________________________________
Note 3 - Mortgage Derivative Securities
During the first and second quarters, the Company sold its Mortgage
Derivative Securities for $1,153 and recorded a net gain of $155.
The proceeds from these sales will be directed toward the proposed
Acquisition described in Note 1.
_________________________________________________________________
Note 4 - Mortgage Related Investments
Prior to June 30, 1996, the Company maintained a portfolio which
included Mortgage Related Investments, consisting of ownership
interests in certain classes of mortgage-backed securities issued
by Ryan Mortgage Acceptance Corporation IV (as described below).
On September 23, 1988, the Company purchased from Ryan Mortgage
Acceptance Corporation IV ("RYMAC IV") certain GNMA certificates
and FNMA certificates and other collateral owned by RYMAC IV and
pledged to secure RYMAC IV's Mortgage Collateralized Bonds (the
"RYMAC IV Bonds"). (See note 6) These Mortgage Related
Investments and other collateral were purchased subject to the lien
of the Indenture between RYMAC IV and the Trustee (the "RYMAC IV
Indenture") pursuant to which the RYMAC IV Bonds were issued and
subject to the rights of the Trustee and the bondholders
thereunder. The purchase agreements grant to the Company certain
additional rights with respect to the RYMAC IV Bonds, such as the
right, if any, to substitute collateral, the right to direct the
reinvestment of collateral proceeds and the right to call the
related RYMAC IV Bonds. At December 31, 1995, the Company's
Mortgage Related Investments consisted of RYMAC IV Bonds, Series 7,
10 and 19.
During the second quarter of 1996, the Company sold its ownership
rights in the RYMAC IV Series 7, 10 and 19 Bonds for a net loss of
$202. (See note 6)
_________________________________________________________________
Note 5 - Mortgage-Backed Securities
Mortgage-Backed Securities have been recorded at the lower of cost
or market. The market value of the Company's Mortgage-Backed
Securities were at a discount to the carrying value at September
30, 1996. An allowance for unrealized losses was established at
March 31, 1996. A separate component of stockholders' equity has
been reduced by $116, accordingly.
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(amounts in thousands except share data)
_________________________________________________________________
Note 6 - Funding Notes Payable
Funding Notes Payable represented limited recourse notes delivered
to RYMAC IV as partial payment for the purchase of Mortgage Related
Investments and other collateral, and had payment terms the same as
the related series of RYMAC IV Bonds. (See note 4)
Principal and interest payments on the Mortgage Related Investments
were used to make the quarterly payments on the funding notes
payable. In addition, prepayments of the underlying mortgage
related investments were passed through as prepayments of the
Funding Notes Payable so that the Funding Notes Payable could be
fully paid prior to their stated maturities.
During the second quarter of 1996, the Company sold its ownership
interest in the RYMAC IV Series 7, 10 and 19 Bonds. As a result of
the sale of these ownership interests, the related liability
account, Funding Notes Payable, was reduced to $0. (See note 4)
_________________________________________________________________
Note 7 - Federal Income Taxes and Distributions
As described in note 2, the Company has elected to be treated for
federal income tax purposes as a REIT. As such, the Company is
required to distribute annually, in the form of dividends to its
stockholders, at least 95% of its taxable income. Because of the
provisions of the Code applicable to the type of investments made
by the Company, in the early years of the life of certain of the
Company's initial investments (particularly investments made in
connection with the Company's initial public offering, and to a
lesser degree during 1989) taxable income exceeded net income.
During the later years of such ownership, Net Income will exceed
REIT taxable income. The principal reason for such difference is
that the Company reports income from its portfolio of Mortgage
Related Investments and Mortgage Derivative Securities on the
interest method for financial reporting purposes; however, for
income tax purposes, the Company reports its proportionate share of
the difference between interest income generated by the collateral
and interest expense on the CMOs. More recent investments made by
the Company and investments currently available in the market are
typically structured so that taxable income and Net Income are
similar during each reporting period. Over the life of a
particular investment or security, taxable income and Net Income
will be equal. In reporting periods where taxable income exceeds
Net Income, stockholders' equity will be reduced by the amount of
dividends in excess of Net Income in such period and will be
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(amounts in thousands except share data)
_________________________________________________________________
Note 7 - Federal Income Taxes and Distributions (continued)
increased by the excess of Net Income over dividends in future
reporting periods.
During the first three quarters of 1996, no dividend distributions
were made. The Company's taxable losses through 1995 aggregate to
approximately $36 million. Under the Code, a REIT must generally
distribute its excess inclusion income to its stockholders even
though it has other losses or deductions exceeding such excess
inclusion income. Accordingly, if the Company were to report
future excess inclusion income, it may elect to distribute such
excess inclusion income as dividends even though it has an
estimated tax loss carryforward approximating $36 million,
including approximately $5 million in capital loss carryforwards.
The tax losses can be carried forward to offset future income of
the Company.
If the Acquisition described in Note 1 above is consummated, the
Company will no longer qualify as a REIT and will be taxed as a
corporation under subchapter C of Chapter 1 of the Code.
_________________________________________________________________
Note 8 - Related Party Transactions
Pursuant to the Purchase Agreements between the Company and RYMAC
IV (see note 4), $15 has been withheld from amounts released from
the lien of the RYMAC IV Indenture, retained by RYMAC IV and
deposited in escrow to be used for payment of expenses of the CMOs
secured by certain of the Mortgage Related Investments purchased by
the Company. In addition, during the quarter ended June 30, 1996,
the Company incurred $7 of CMO administration fees which were paid
to RYMAC IV under the terms of the Purchase Agreements.
_________________________________________________________________
Note 9 - Employee Benefits
The Company's Board of Directors has established a Salary
Reduction-Simplified Employee Pension Program ("SAR-SEP") for its
full-time employees. A SAR-SEP is a minimal administration 408-K
Plan (similar to a 401-K) for companies with fewer than 25
employees. For 1996, the Company has established a minimum
contribution of 3% of gross compensation. Company contributions to
the plan may vary and the Company is not required to continue the
program. Employee contributions are based upon established
formulas under the Employee Retirement Income Security Act
("ERISA") rules governing 408-K Plans. The Company is required to
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(amounts in thousands except share data)
_________________________________________________________________
Note 9 - Employee Benefits (continued)
terminate the SAR-SEP as a condition to closing the Acquisition
described in Note 1.
The Unaffiliated Directors adopted an incentive stock option
program during 1994 for the Company's two Officers and Affiliated
Director. Under the Stock Option Program, options on 260,000
shares of the Company's Common Stock were awarded at market prices,
exercisable over ten year periods ending May 2005. The Company
accounts for stock option grants in accordance with APB Opinion No.
25, "Accounting for Stock Issued to Employees", and, accordingly,
recognizes no compensation expense for the stock option grants. In
addition, a salary continuance program was provided to the
Company's officers, allowing for up to one year's base salary
following the consummation of a business combination.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
RECENT DEVELOPMENTS
On May 15, 1996, RYMAC Mortgage Investment Corporation (the
"Company") and Navistar International Transportation Corp.
("Navistar"), the principal operating subsidiary of Navistar
International Corporation, announced that they had reached a non-
binding agreement in principle dated May 13, 1996 (the "Agreement
in Principle") with respect to the purchase by the Company (the
"Acquisition") of Navistar's Columbus Plastics operation, which
manufactures large sheet molding composite components and is
located in Columbus, Ohio. A copy of the Agreement in Principle
was filed with the Securities and Exchange Commission by the
Company on May 22, 1996 as an exhibit to a Current Report on Form
8-K.
On September 12, 1996, the Company and Navistar International
Transportation Corp. ("Navistar") announced that they had entered
into a definitive asset purchase agreement (said agreement as
amended by the First Amendment thereto dated October 31, 1996, the
"Asset Purchase Agreement"). Pursuant to the Asset Purchase
Agreement, the Company agreed to acquire substantially all of the
assets and liabilities of Navistar's Columbus Plastics operation.
A copy of the Asset Purchase Agreement was filed as Exhibit 2 to
the Company's Form 8-K dated September 17, 1996 and a copy of the
First Amendment thereto is filed as an exhibit to this Form 10-Q.
Consummation of the transaction is subject to approval by the
Company's stockholders and such other terms and conditions as are
set forth in the Asset Purchase Agreement. If the transaction is
successfully approved and all conditions set forth therein are
satisfied, it is expected that the Acquisition will be consummated
by December 31, 1996.
In connection with the Asset Purchase Agreement and the Acquisition
described above, on October 8, 1996 the Company formed a wholly-
owned Delaware chartered subsidiary, Core Materials Corporation
("Core Materials"). On November 8, 1996, a Registration Statement
on Form S-4 of Core Materials was declared effective by the
Securities and Exchange Commission ("SEC"). Included in the
Registration Statement was a Proxy Statement/Prospectus, dated
November 8, 1996 (the "Proxy Statement/Prospectus"), relating to
the Acquisition. On or about November 8, 1996, the Company began
distributing the Proxy Statement/Prospectus to all holders of
record of its common stock on November 4, 1996 (the "Record Date").
The Proxy Statement/ Prospectus provides detailed information
concerning the Acquisition, the proposed merger of the Company with
and into Core Materials and other items on the agenda at the
Special Meeting of the Company's stockholders to be held on
<PAGE>
December 19, 1996 at 10:00 a.m. Eastern time at the American Stock
Exchange, 86 Trinity Place, New York, New York 10006-1881 (the
"Special Meeting").
At the Special Meeting, stockholders will be asked to consider and
approve (a) the terms and conditions of the Asset Purchase
Agreement and (b) the issuance of 4,264,000 shares of common stock
of Core Materials to Navistar pursuant to the Asset Purchase
Agreement, which amount is subject to adjustment pursuant to the
provisions of the Asset Purchase Agreement but shall not exceed 45%
of the total number of shares of Core Materials issued and
outstanding on a fully diluted basis (the "Stock Issuance").
At the Special Meeting, stockholders will also be asked to consider
and approve an Agreement and Plan of Merger between the Company and
Core Materials pursuant to which the Company would be merged with
and into Core Materials with Core Materials continuing as the
surviving corporation and each outstanding share of the Company's
common stock would be automatically converted into the right to
receive one share of common stock of Core Materials. The
consummation of the proposed merger is contingent upon the approval
by the stockholders of the Company of the terms of the Asset
Purchase Agreement, including the Stock Issuance. The proposed
merger would be consummated shortly before the consummation of the
Acquisition.
The terms and conditions of the Asset Purchase Agreement and the
Acquisition, including the Merger and the Stock Issuance are more
fully described in the Proxy Statement/Prospectus relating to the
Acquisition.
In anticipation of the Acquisition, the Company sold the majority
of its remaining mortgage assets during the second quarter of 1996.
(See Results of Operations)
DIVIDEND POLICY
In accordance with the Code, the Company is required to distribute
at least 95% of its taxable income to its stockholders each year in
order to maintain its status as a REIT. Dividends paid for a
fiscal year in excess of the Company's taxable income are reported
as a return of capital to the Company's stockholders, except as
provided below.
Historically, some of the Company's investments constituted REMIC
residual interests. Certain of these residual interests may
produce "excess inclusion" income during the fiscal year. The Code
requires that excess inclusion income be included in a taxpayer's
income even though the taxpayer has current or prior losses that
would otherwise offset such income. As a result, the Company could
have taxable income from excess inclusions in a taxable year even
<PAGE>
though it has current or prior losses from other investments that
would normally be sufficient to offset the amount of such excess
inclusion income. The Company is required to distribute the
taxable income representing excess inclusions to meet its 95%
distribution requirement and to avoid a corporate level tax on such
income. When such income is distributed to a stockholder, the
stockholder will have taxable income, rather than a return of
capital, equal to its share of such excess inclusion income during
the fiscal year. For a stockholder, generally, excess inclusion
income cannot be offset by losses.
For the tax year ended December 31, 1995, the Company paid a
dividend of $0.003 per share on September 29, 1995 to stockholders
of record on September 20, 1995. This 1995 dividend was the result
of excess inclusion income and is reportable by stockholders as
taxable income for 1995. The Company paid no dividend for the
first three quarters of 1996.
If the Acquisition described in note 1 to the Company's
Consolidated Financial Statements and "Recent Developments" is
consummated, the Company will no longer qualify as a REIT and will
be taxed as a corporation under subchapter C of Chapter 1 of the
Code. As a result, the Company will no longer be entitled to any
deduction for dividends paid to stockholders. No assurances can be
given as to the dividends, if any, that may be declared by the
Board of Directors of the Company following such Acquisition.
RESULTS OF OPERATIONS
The Company's Net Loss declined from $758,000 for the nine month
period ended September 30, 1995 to a Net Loss of $111,000 for the
nine month period ended September 30, 1996, a decrease of $647,000.
This decline is attributable to the Company's incurring $700,000 in
asset valuation writedowns during the 1995 period while no
writedowns were required for the first nine months of 1996, offset
in part by a net loss from the sale of assets of $47,000 in 1996's
period as compared to no such loss in the 1995 period.
Without the net loss recorded from the sale of assets in 1996's
first half, the Company's loss for such period would have been
reduced to $64,000.
Statement of Revenues and Expenses
Net Income (loss), as calculated in accordance with GAAP and as
presented in the accompanying consolidated financial statements,
was $(111,000), or $(0.02) per share, for the nine months ended
September 30, 1996 as compared with $(758,000), or $(0.15) per
share, for the nine months ended September 30, 1995, and $(37,000),
or $(0.01) per share, for the three months ended September 30, 1996
as compared to $(34,000), or $(0.01) per share, for the three
<PAGE>
months ended September 30, 1995.
Interest revenue on Mortgage Related Investments decreased from
$821,000 for the nine months ended September 30, 1995 to $369,000
for the nine months ended September 30, 1996, as a result of the
reduction in Mortgage Related Investments on the Company's Balance
Sheet, which decreased from an average outstanding of $11,552,000
during 1995's first nine months to an average outstanding of
$4,907,000 during the first nine months of 1996. Interest revenue
on Mortgage Derivative Securities was $(511,000) for the nine
months ended September 30, 1995 as compared to $72,000 for the nine
months ended September 30, 1996. This $583,000 increase in
interest revenue was the result of the valuation writedown of
assets equal to $700,000 in 1995's second quarter as compared with
no such writedown during the first three quarters of 1996. Such
writedowns are reflected as a decrease to interest revenues on
Mortgage Derivative Securities during the period incurred.
Income from Temporary investments decreased from $243,000 for the
nine months ended September 30, 1995 to $88,000 for the nine months
ended September 30, 1996 due to the Company's purchase of one 7%
FNMA guaranteed 30-year single family mortgage pool of which the
Company maintains 100% ownership since 1995's fourth quarter. This
Mortgage-Backed Security, carried as a separate investment
category, produced $178,000 of interest revenues during the 1996
period.
In anticipation of the Acquisition described in Note 1 to the
Company's Consolidated Financial Statements and "Recent
Developments", the Company sold during the March-June 1996 time
period all of its remaining Mortgage Related Investments and
Mortgage Derivative Securities. Nine Mortgage Derivative
Securities were sold for net cash proceeds of $1,153,000,
representing prices that exceeded the Company's carrying value by
$155,000 and was recognized as a gain during the 1996 period.
Also, the Company sold its ownership interests (including early
redemption rights) in its three remaining Mortgage Related
Investments (RYMAC IV, Series 7, 10 and 19). The sale transaction
relating to the RYMAC IV assets included the Company's transfer of
the future obligation for payment of quarterly administrative costs
to the purchaser. Such administrative costs approximated $12,500
per annum over the next five and one-half years. The sale of the
Company's ownership rights, including ongoing administrative costs,
in its Mortgage Related Investments resulted in the Company
recording a loss on such transaction of $202,000 during the 1996
period. After completion of such sales, the Company subsequently
dissolved its two wholly-owned subsidiaries effective August 20,
1996.
The Company also recognized $35,000 in revenues during the 1996
period reflecting the reversal of a provision for future losses on
Mortgage Derivative Securities that was no longer necessary given
<PAGE>
the sale of the Company's remaining assets carried in this
category.
Interest expense on Funding Notes Payable decreased from $821,000
to $368,000 for the nine months ended September 30, 1995 and 1996,
respectively, as a result of the substantial offsetting balance
sheet decline of Funding Notes Payable, which decreased from
average outstandings of $11,816,000 to $5,057,000 for the nine
months ended September 30, 1995 and 1996, respectively. General
and Administrative expenses decreased slightly from $471,000 for
1995's first nine months to $438,000 in 1996's first nine months as
the Company maintained a minimal staff while continuing its efforts
to identify and conclude a business combination.
Balance Sheet
The Company's assets declined by $10,455,000 during the nine month
period ended September 30, 1996, decreasing from $16,602,000 to
$6,147,000 at September 30, 1996. This decrease is attributable to
the Company's sale of its remaining Mortgage Related Investments
and Mortgage Derivative Securities during the six month period
ended June 30, 1996 and, to a minor extent, reductions resulting
from principal payments on the mortgage collateral underlying the
Company's Mortgage Related Investments and Mortgage-backed Security
and amortization of the cost basis in its Mortgage Derivative
Securities.
Funds Held by Trustee and Receivables on both Mortgage Related
Investments and Mortgage Derivative Securities decreased from
$159,000 and $415,000, respectively at December 31, 1995 to $0 in
both categories at September 30, 1996, as both of these assets
categories were associated with the sale of the Company's remaining
Mortgage Related and Mortgage Derivative holdings.
The sale of Mortgage Related Investments caused the related
liability account, Funding Notes Payable, to decrease from
$10,114,000 to $0, between December 31, 1995 and September 30,
1996.
The two liability accounts, Accrued Interest on Funding Notes
Payable and Other Liabilities, decreased in total by $114,000,
primarily reflecting the sale of the corresponding liability
account, Funding Notes Payable, related to the sale of Mortgage
Related Investments described above.
The Company's Accumulated Deficit increased slightly from
$(37,822,000) at December 31, 1995 to $(37,933,000) at September
30, 1996 due to the Net Loss incurred for the period of $111,000.
Additionally, the Company's net worth was negatively affected by
the GAAP requirement to carry a valuation account, Unrealized Loss
on Mortgage-Backed Securities, for the Company's Mortgage-Backed
Securities, valuing the asset at the lower of cost or market. This
<PAGE>
Unrealized Loss of $116,000 reflects the loss that would have been
recognized if the Company had elected to sell its entire Mortgage-
Backed Securities holding at September 30, 1996.
EXPENSES AND USE OF BORROWED FUNDS
Operating expenses, "General and Administrative", were $471,000 for
the nine months ended September 30, 1995 versus $438,000 for the
nine months ended September 30, 1996. These low expense levels are
reflective of the Company's minimal staffing and cost reduction
efforts while continuing its efforts to conclude a business
combination.
The Company has had no borrowings since November 30, 1994.
LIQUIDITY AND CAPITAL RESOURCES
At both December 31, 1995 and September 30, 1996, the total amount
borrowed by the Company was $0. The Company is subject to a
limitation on the amount of total borrowings of $25,000,000
pursuant to a policy adopted by its Board of Directors in March
1992, although such amount is substantially in excess of amounts
that could currently be borrowed by the Company.
All of the Company's remaining Mortgage-Backed Securities are
available to secure any future borrowings. The Company estimates
that either the approximate $3,000,000 in borrowing value or
$3,300,000 from the current market sale value of the Company's
Mortgage-Backed Securities in conjunction with its cash reserves of
approximately $2,700,000, currently held in high quality short-term
instruments, provide the Company with sufficient liquidity with
which to pursue its proposed business activities. (See "Recent
Developments")
If the Acquisition described in note 1 to the Company's
Consolidated Financial Statements and "Recent Developments" above
is consummated, additional liquidity to fund working capital
requirements of the Company may be needed. The Company may seek
additional working capital funding prior to the consummation of the
Acquisition in order to fund such requirements. No assurances can
be given that the Company will be successful in obtaining such
funding.
<PAGE>
Part II
OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) The following exhibits are included as part of this
Form 10-Q.
Exhibit 2.1 Asset Purchase Agreement dated as of
September 12, 1996 by and between Navistar International
Transportation Corp., a Delaware corporation, and RYMAC
Mortgage Investment Corporation, a Maryland corporation
(incorporated by reference to Exhibit 2 to the Company's
Current Report on Form 8-K filed on September 17, 1996).
Exhibit 2.2 First Amendment to Asset Purchase Agreement
dated as of October 31, 1996, by and between RYMAC
Mortgage Investment Corporation and Navistar
International Transportation Corp.
Exhibit 27.1 Financial Data Schedule
(b) Reports on Form 8-K
Form 8-K was filed during the third quarter of 1996 on
September 17, 1996, reflecting "Item 5 - Other Events"
as the Company announced that it had entered into a
definitive asset purchase agreement with Navistar
International Transportation Corp., a subsidiary of
Navistar International Corporation ("Navistar") whereby
the Company would acquire a majority interest in
<PAGE>
Part II
OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(b) (continued)
Navistar's Columbus Plastics Operation.
The Company also filed under "Item 7 - Financial
Statements, Proforma Financial Information and Exhibits"
an Exhibit 2, Plan of Acquisition and an Exhibit 99.1,
a Press Release dated September 12, 1996.
<PAGE>
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.
RYMAC MORTGAGE INVESTMENT CORPORATION
BY: /s/ Richard R. Conte
Richard R. Conte, Chairman of the
Board, Chief Executive Officer and
Principal Financial Officer
Dated: November 13, 1996
<PAGE>
EXHIBIT INDEX
Exhibits filed with Quarterly Report on Form 10-Q for the
Quarter Ended September 30, 1996
Exhibit No. Description
2.2 First Amendment to Asset Purchase
Agreement dated as of October 31, 1996,
by and between RYMAC Mortgage Investment
Corporation and Navistar International
Transportation Corp.
27.1 Financial Data Schedule
<PAGE>
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT
This First Amendment to Asset Purchase Agreement (this "First
Amendment") dated as of the 31st day of October, 1996, by and
between RYMAC Mortgage Investment Corporation, a Maryland
corporation ("Buyer") and Navistar International Transportation
Corp., a Delaware corporation ("Seller");
W I T N E S S E T H:
WHEREAS, Buyer and Seller entered into a certain Asset
Purchase Agreement dated as of September 12, 1996 ("Agreement"),
regarding the sale by Seller to Buyer of certain assets of Seller's
Columbus Plastics Operation located at 800 Manor Park Drive,
Columbus, Ohio;
WHEREAS, Buyer and Seller desire to amend the Agreement as
hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual promises and
agreements herein contained and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree to amend the Agreement as
follows, said provisions to control whenever inconsistent with the
original provisions of the Agreement, and the capitalized terms
herein shall have the same meaning as set forth in the Agreement
unless stated otherwise herein:
1. Section 3(b)(xii) of the Agreement is hereby deleted in
its entirety.
2. Section 3(b)(xix) of the Agreement is hereby deleted in
its entirety and replaced with the following:
(xix) Buyer shall have delivered to Seller a certificate
dated the Closing Date and signed by the Chief Executive
Officer of Buyer confirming that, to the best of Buyer's
knowledge, Buyer has not had within the 3 year period prior to
the Closing any Five Percent Shareholder other than a single
Public Group within the meaning of Treasury Regulation Section
1.382-2T(g)(1)(iii).
3. The definition of "Refinancing Loan" in Section 10 of the
Buyer Note attached as Exhibit A to the Agreement is hereby deleted
in its entirety and replaced with the following:
"Refinancing Loan" shall mean any loan, extension of
credit or other financial accommodation (other than a
revolving line of credit for working capital purposes or loans
for project finance use) made as of or after the Closing to
the Company by a Person other than the Noteholder, to
refinance and pay indefeasibly in full or in part the
outstanding principal amount now or at any time or times
hereafter owing by the Company to Noteholder under this Note,
and which is secured by Company's equipment or other assets in
which Noteholder holds security interests on the date hereof,
provided that (i) the proceeds of such loan are disbursed
directly to Noteholder pursuant to written authorization given
by Company to the Person making the loan; and (ii) to the
extent such Person intends to take a security interest in any
of Company's equipment or other assets, such person has
entered into an intercreditor agreement with the Noteholder in
form and substance acceptable to Noteholder.
4. Article 8-A of the Supply Agreement attached as Exhibit
C to the Agreement is hereby deleted in its entirety and replaced
with the following:
A. All tooling jigs, fixtures and associated manufacturing
equipment necessary for the successful production and
test of the Products for which Buyer pays Seller in full
will remain the exclusive property of Buyer and Seller
assumes all liability for any loss, damage or shortage
except as caused by Buyer and/or for Seller's failure to
return such property, including equipment, to Buyer upon
request. Seller shall promptly notify Buyer of any such
loss, damage or shortage. Such tooling items must be
identified and labeled as "Owned by Navistar".
Furthermore, all tooling owned by Buyer shall be used
exclusively for the manufacture of Products for Buyer.
Seller will perform normal on-going maintenance, at
Seller's expense, in said tooling, jigs, fixtures and
associated equipment for the duration of this Agreement.
Buyer further agrees that the costs of replacement of
said tooling, jigs and fixtures and associated equipment
caused by normal use and age of these items will be the
responsibility of the Buyer. In addition, Buyer agrees
that all major tool refurbishment inclusive of, but not
limited to, re-shear, resurface, re-chrome and rebuild
that is a result of volume and/or part configuration
related tool wear will be funded and paid for by the
Buyer.
5. The product descriptions and prices described in Schedule
A to this First Amendment are hereby inserted at the end of Exhibit
A to the Supply Agreement attached as Exhibit C to the Agreement.
6. Except as herein expressly set forth, all other
provisions of the Agreement shall remain unmodified and in full
force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this First
Amendment to be duly executed as of the date first written above.
NAVISTAR INTERNATIONAL
TRANSPORTATION CORP.
BY: /s/ Thomas M. Hough
----------------------
Name: Thomas M. Hough
Title: Vice President
and Treasurer
RYMAC MORTGAGE INVESTMENT
CORPORATION
BY: /s/ Richard R. Conte
-----------------------
Name: Richard R. Conte
Title: Chief Executive
Officer
<TABLE> <S> <C>
<PAGE><ARTICLE> 5
<LEGEND>
This schedule contains financial information extracted from the Company's report
on Form 10-Q for the quarter ended September 30, 1996 and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 2,660
<SECURITIES> 3,253
<RECEIVABLES> 0
<ALLOWANCES> 116
<INVENTORY> 0
<CURRENT-ASSETS> 5,913
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 6,147
<CURRENT-LIABILITIES> 159
<BONDS> 0
0
0
<COMMON> 52
<OTHER-SE> 5,936
<TOTAL-LIABILITY-AND-EQUITY> 6,147
<SALES> 0
<TOTAL-REVENUES> 695
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 806
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (111)
<INCOME-TAX> 0
<INCOME-CONTINUING> (111)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (111)
<EPS-PRIMARY> $(0.02)
<EPS-DILUTED> $(0.02)
</TABLE>
