UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________________
FORM 10-K
(Mark one)
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT 1934
Commission File Number 33-27664
CML CHURCH MORTGAGE, INC.
(Exact name of registrant as specified in its charter)
Wisconsin 02-0430692
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
2727 Allen Parkway, Houston, Texas 77019-2115
(Address of principal executive offices) (Zip Code)
(713) 529-0045
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if
changed since last report)
Indicate by check mark whether the registrant (1) had filed all reports
required to be filed by Section by 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No ___
Indicate number of shares outstanding of each of the issuer's classes of
common
stock as of the latest practicable date.
At December 31, 1998 there were 52 shares of Common Stock, $1.00 par value,
outstanding.
Item 1-Business
CML Church Mortgage, Inc. (the Company) was incorporated in the State of
Wisconsin on March 10, 1989, as a wholly-owned subsidiary of Christian Mutual
Life Insurance Company (CML). The Company was organized to facilitate the
financing of mortgage loans and is not permitted and does not intend to engage
in any business activities other than (i) to issue bonds secured by promissory
notes secured by first liens on real estate, (ii) to purchase or otherwise
acquire, own, hold, transfer, convey, assign, pledge, mortgage, finance,
refinance and otherwise deal with such mortgage collateral, (iii) to invest and
reinvest the payments received with respect to the mortgage collateral, and (iv)
to engage in any activities incidental and necessary for such purposes. The
Company does not have, nor is it expected in the future to have, any significant
assets other than the assets pledged as security for specific series of
securities issued by it.
On December 14, 1998, the Company's common stock was transferred to it's
ultimate parent, Central United Life Insurance Company (CUL) at which time it
became a wholly owned subsidiary of CUL.
There are no paid employees of the Company.
Item 2 - Properties
The Company owns no property and leases no office space.
Item 3 - Legal Proceedings
The Company is not a party to any material pending legal proceedings.
Item 4 - Submission of Matters to a Vote of Security Holders
No matters were submitted during the fourth quarter of the fiscal year 1998 to
a vote of security holders.
PART II
Item 5 - Market for Registrant's Common Equity and Related Stockholder Matters
No effort has been made to make a market for the common stock of the Company.
Central United Life Insurance Company owns 100% of the issued and outstanding
shares of the Company.
Item 6 - Selected Financial Data
1998 1997 1996 1995 1994
Total revenue $ 148,438 248,963 492,266 798,889
1,358,701
Net income (loss) (6) (396) 327 875
6
61
Basic earnings (loss) per
common share (.12) (7.62) .89 .88
.66
Cash dividends per
share declared__________ _________ _________ _________ _________
Total assets 1,403,542 1,775,783 3,045,276 4,032,817 6,752,597
Mortgage-backed
bonds 1,370,510 1,736,838 2,993,724 3,915,260 6,411,771
Stockholder's
equity 1,385 1,391 1,787 32,460
31,585
1
Item 7 - Management's Discussion and Analysis of Financial Condition and Results
of Operations
Years ended December 31, 1998 compared to December 31, 1997
Revenues for 1998 include interest income of $99,327 and $41,651 from mortgages
backing the Series 1 and Series 2 bonds, respectively. The corresponding
interest income for 1997 includes $128,768 and $119,972 from mortgages backing
the Series 1 and Series 2 bonds, respectively. The lower interest income for
1998 is attributed to the lower principal balances of mortgages outstanding due
to mortgage amortization and mortgage loan principal prepayments. These pre-
payments result in lower net income because the profit produced by the
differences in the interest rate collected on the mortgage loans and the rate
to bondholders decreases as mortgage loans are prepaid.
Prepayments also increase the charge in the period of prepayment for
amortization of deferred issuance costs, which occurs over the life of the out-
standing bonds.
Bond redemptions totaled $366,328 and $1,256,886 during 1998 and 1997,
respectively.
Years ended December 31, 1997 compared to December 31, 1996
Revenues for 1997 include interest income of $128,768 and $119,972 from
mortgages backing the Series 1 and Series 2 bonds, respectively. The corre-
sponding interest income for 1996 includes $147,842 and $141,992 from mortgages
backing the Series 1 and Series 2 bonds, respectively. The lower interest
income for 1997 is attributed to the lower principal balances of mortgages
outstanding due to mortgage amortization and mortgage loan principal prepay-
ments. These prepayments result in lower net income because the profit produced
by the differences in the interest rate collected on the mortgage loans and the
rate to bondholders decreases as mortgage loans are prepaid.
Prepayments also increase the charge in the period of prepayment for amort-
ization of deferred issuance costs, which occurs over the life of the out-
standing bonds.
Bond redemptions totaled $1,256,886 and $752,870 during 1997 and 1996,
respectively.
Other Real Estate Owned
On December 28, 1993, the Company accepted a deed-in-lieu of foreclosure on a
church property securing a loan with an outstanding principal balance of
$1,749,203. The property is located near the south central section of Los
Angeles, California.
As a result of an appraisal received by the Company in November 1993, management
recorded a write-down of $534,203 in order to value the property at fair market
value less estimated cost to sell. This write-down was treated as a direct
reduction of the Series 1 Subordinated Bonds in the amount of $128,873, the
residual interest in the amount of $294,462 and the Series 1 Senior Bonds in the
amount of $110,868. In 1994, management recorded a second write-down of
$124,921. This write-down was treated as a direct reduction of the Series 1
Senior Bonds. In February 1996, the Company received an offer to purchase the
property for $720,000 (net of estimated costs to sell). As such, an additional
write-down of $360,000 was made in the 1995 financial statements to record the
value of the property at the current value. This offer was never finalized.
In October 1996, the Company received an offer for the sale of the property "as
is" for $520,000. Additionally, two settlements totaling $207,190 were received
covering three incidents of substantial vandalism and theft of property of the
church property since the third week of February 1996. As a result of these
transactions, an additional $45,000 write-down was recorded in the third quarter
of 1996. The new carrying value of $675,000 reflects (1) the "as is" offer
price of $520,000 less estimated cost to sell of approximately $52,000 and (2)
the $207,190 settlement amounts for repairs which will not be required if the
property is sold "as is." An environmental inspection revealed asbestos that
was exposed by the vandalism incidents. The cost of the asbestos removal was
estimated at $150,000 further reducing the offer price to approximately
$370,000. As a result, an additional $123,666 write-down was recorded at
December 31, 1996.
The property was sold "as is" on December 30, 1996, for approximately $370,000
and the funds were received in early January 1997. Additional funds amounting
to $37,353 were received in January 1997 due to an over estimation of selling
expenses at December 31, 1996.
Potential Problem Loan
The Company is closely monitoring one loan with a balance of $896,143 at
December 31, 1998. Payments are current due to draws from the loan payment
account. This account requires six (6) months of payments at all times. Weekly
drafts in the amount of $6,787 to replenish the loan payment account have not
been completed for twelve (12) of the drafts since September 1997. The borrower
was to make up this short-fall in the loan payment account beginning in April
1998. Weekly drafts of $6,787 were not completed on March 12, March 26, June 4
and June 11, 1998. No drafts have been completed since June 25, 1998. All
other weekly drafts before June 11, 1998 were completed. None of the missed
drafts have been replaced to date. Payments remained current due to draws from
the loan payment account until a payment shortfall occurred on October 1, 1998.
Remaining funds in the loan payment account were depleted causing a payment
shortfall of $22,000. A payment of $11,000 was made on November 1, 1998 to
cover the current and past due interest. The Church has submitted paperwork
to refinance the loan and has requested minimal payments of interest only until
the refinance takes place. The Church estimates the refinancing to occur within
sixty (60) days. No payment was received for December 1, 1998. $9,000 was
received for January 1, 1999 and no payment was received for February 1 and
March 1, 1999. Past due interest is $24,759 as of March 1. A letter of
impending default has been sent and default date of interest at 18% will
commence if default is not cured. The Company is not currently accruing
interest on the mortgage loan.
In assessing the loan, management evaluated the collateral of the underlying
loan and has assessed that the underlying collateral is adequate to cover the
loan.
Liquidity and Capital Resources
The Company has no fixed assets nor any commitments outstanding to purchase or
lease any fixed assets.
3
Each series of mortgage-backed bonds was structured in a manner such that
principal and interest payments received from the related mortgage loans would
be sufficient to fund all interest and principal payments on the bonds in
addition to all other expenses of the Company. As discussed in Item 7 -
Management's Discussion and Analysis of Financial Condition and Results of
Operations 1998 vs. 1997 and 1997 vs. 1996, interest income from mortgages
backing the Series 1 bonds declined in both 1998 and 1997 due to foregone
interest income of a nonaccrual mortgage loan which was transferred to real
estate owned, coupled with yield losses due to mortgage loan prepayments.
Because of these matters, the Company did not make $67,651 of principal payments
scheduled for February 10, 1994 and $71,524 of principal payments scheduled
for August 10, 1994 to holders of 9.10% unrated Series 1 senior bonds, $84,951
of principal payments scheduled for February 10, 1995 and $89,857 of principal
payments scheduled for August 10, 1995 to holders of 9.10% unrated Series 1
senior bonds, $104,833 of principal payments scheduled for February 10, 1996 and
$111,030 of principal payments scheduled for August 10, 1996 to holders of 9.10%
unrated Series 1 senior bonds. On February 10, 1997, an additional $127,298 of
principal payments was not paid as scheduled to the holders of 9.10% unrated
Series 1 senior bonds. No assurances can be given as to the rate of prepayment
of the mortgage loans or the amount of foregone interest income from loans in
default which may occur in the future. The bonds are non-recourse bonds, and
the holders of the bonds may not look to the Company or the Servicer, but may
only look to the pool of mortgage loans and other assets securing the bonds for
payment of principal and interest thereon. No mortgage loans securing any
other series or bonds will be available to satisfy claims of holders of the
bonds.
Year 2000 Compliance
The Company utilizes an external trustee to process the majority of its mission
critical transactions and has gathered information about their year 2000
compliance status. The Company continues to monitor their compliance.
Item 7a - Disclosure About Market Risk
The fair values of certain assets and liabilities are sensitive to changes in
market interest rates and prepayments. The impact of changes in interest rates
and prepayments would not effect the Company since any financial impact is
passed onto the bondholders.
Item 8 - Financial Statements and Supplementary Data
The financial statements of the Company as of December 31, 1998 and 1997, and
for the years ended December 31, 1998, 1997, and 1996 along with the independent
auditors' reports thereon are included herein.
Item 9 - Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure
None.
4
PART III
Item 10 - Directors and Executive Officers of the Company
The directors and executive officers of the Issuer are as follows:
Name Age Positions and Offices Held
Daniel J. George 32 President
Mary Lou Rainey 42 Secretary
Mr. George joined CML Church Mortgage, Inc. in 1996, on the acquisition of the
Company's parent by Central United Life Insurance Company.
Ms. Rainey joined CML Church Mortgage, Inc. in 1996, on the acquisition of the
Company's parent by Central United Life Insurance Company.
Item 11 - Executive Compensation
The Company has no salaried employees.
The directors and executive officers of the Company are required to devote only
so much of their time to the Company's affairs as is necessary or required for
the effective conduct and operation of the Company's business. The mortgage
loan Servicing Agreement provides that Central United Life Insurance Company,
as Servicer, will assume principal responsibility for administering the day-to-
day operations of the Company and performing or supervising the performance of
such other administrative functions necessary in managing the Company as may be
agreed upon by the Central United Life Insurance Company and the Board of
Directors of the Company. The officers named above, in their capacities as such
will devote only a small portion of their time to the affairs of the Company.
However, since the above officers are employees of the Servicer, they will
devote such portion of their time to the affairs of Central United Life
Insurance Company in their capacities as employees of Christian Mutual Life
Insurance Company, as is required for the performance of the duties of Central
United Life Insurance Company under the Servicing Agreement.
Item 12 - Security Ownership of Certain Beneficial Owners and Management
As of December 31, 1998, Central United Life Insurance Company (CUL) owns 100%
of the outstanding shares of Common Stock of the Company (52 shares) and has the
sole voting and dispositive powers.
Item 13 - Certain Relationships and Related Transactions
The mortgage loans held by Trustee were originated by Christian Mutual Life and
were acquired by the Company for $17,317,000 (the outstanding principal balance
at date of acquisition). The mortgage loans serve as collateral for $9,153,000
of Series 1 mortgage-backed bonds and $8,164,000 of Series 2 mortgage-backed
bonds. CUL services the mortgage loans for the Company for annual fees equal
to 0.40% and 0.45%, respectively, of the outstanding mortgage loan principal
balances backing the Series 1 and Series 2 mortgage-backed bonds.
5
CUL purchased from the Company subordinated bonds in the amount of $274,590 and
$204,100 pertaining to the Series 1 and Series 2 pools, respectively.
Losses of principal on mortgage loans will be charged directly to the Sub-
ordinated Bonds as an automatic reduction of the outstanding principal balances.
Similarly, past due or defaulted interest amounts on mortgage loans will reduce
interest otherwise payable on the Subordinated Bonds. This reduction will con-
tinue to the extent and as long as the interest paid on the mortgage loans is
not current.
Item 14 - Exhibits, Financial Statement Schedules, and Reports on Form 8-K
INDEX TO FINANCIAL STATEMENTS
Financial Statements and Schedule Page No.
Independent Auditors' Report (KPMG LLP) F-1
Balance Sheets as of December 31, 1998 and 1997 F-2
Statements of Operations for the years ended December 31, 1998,
1997 and 1996 F-3
Statements of Change in Stockholder's Equity for the years ended
December 31, 1998, 1997 and 1996 F-4
Statements of Cash Flows for the years ended December 31, 1998,
1997 and 1996 F-5
Notes to Financial Statements F-6
The following schedule is filed as part of this Annual Report on Form 10-K:
Schedule IV - Mortgage Loans on Real Estate S-1
All other schedules for which provision is made in the applicable accounting
regulations of the Securities and Exchange Commission are not required under
the related instructions or are inapplicable, and therefore have been omitted.
Exhibits
The Exhibits filed as a part of this Annual Report are listed in the attached
Exhibit Index.
Reports on Form 8-K
The Company filed no report on Form 8-K during the last quarter of the fiscal
year ended December 31, 1998.
6
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) 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, on this 27th day of March,
1999.
CML CHURCH MORTGAGE, INC.
/s/ Daniel J. George
Daniel J. George, President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
Signature Title Date
/s/ Daniel J. George
Daniel J. George President March 27, 1999
/s/ Mary Lou Rainey
Mary Lou Rainey Secretary March 27, 1999
7
Independent Auditors' Report
The Board of Directors
CML Church Mortgage, Inc.:
We have audited the balance sheets of CML Church Mortgage, Inc. (the Company) as
of December 31, 1998 and 1997, and the related statements of operations, changes
in stockholder's equity, and cash flows for each of the years in the three-year
period ended December 31, 1998. Our audit also included the financial statement
schedule listed in the accompanying index. These financial statements and
schedule are the responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements and schedule based on our
audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of CML Church Mortgage, Inc. at
December 31, 1998 and 1997 and the results of its operations and its cash flows
for each of the years in the three-year period ended December 31, 1998, in
conformity with generally accepted accounting principles. Also, in our opinion,
the related financial statement schedule, when considered in relation to the
basic financial statements taken as a whole, presents fairly in all material
respects the information set forth therein.
KPMG LLP
Houston, Texas
March 26, 1999
F-1
CML CHURCH MORTGAGE, INC.
Notes to Financial Statements
December 31, 1998 and 1997
Assets 1998 1997
Cash and cash equivalents:
Cash 1,385 1,391
Cash and cash equivalents, held by trustee 87,514 123,900
Total cash and cash equivalents 88,899 125,291
Mortgage loans, held by trustee 1,188,051 1,535,004
Advances on bond redemptions 96,612 70,429
Accrued interest receivable 11,584 14,537
Deferred issuance costs, net of accumulated
amortization of $702,121 in 1998 and
$689,995 in 1997 18,396 30,522
Total Assets 1,403,542 1,775,783
Liabilities and Stockholder's Equity
Liabilities:
Mortgage-backed senior bonds 1,166,410 1,532,738
Mortgage-backed subordinated bonds 204,100 204,100
Accrued interest payable 8,290 12,168
Residual interest 23,357 25,386
Other liabilities 0 0
Total liabilities 1,402,157 1,774,392
Stockholder's equity:
Common stock, $1 par value, 56,000
shares authorized; 1,000 shares issued; 52
shares outstanding in 1998 and 1997 1,000 1,000
Additional paid in capital 24,000 24,000
Treasury stock, 948 shares, at cost (31,000) (31,000)
Retained earnings 7,385 7,391
Total stockholder's equity 1,385 1,391
Total liabilities & stockholder's
equity $1,403,542 1,775,783
See accompanying notes to financial statements.
(continued)
F-2
CML CHURCH MORTGAGE, INC.
Statements of Operations
Years ended December 31, 1998, 1997 and 1996
Revenues: 1998 1997 1996
Interest $ 140,978 248,740 289,834
Reduction of mortgage-backed senior
bonds, subordinated bonds and residual
interest due to loan and foreclosure losses 2,029 (11,287) 193,092
Reinvestment earnings on cash & cash
equivalents held by trustee 5,407 11,479 9,001
Other interest income 24 31 339
Total revenues 148,438 248,963 492,266
Expenses:
Interest 114,593 192,255 244,503
Provision for losses on other RE
owned, absorbed by bond & residual
interest holders 0 0 168,666
Loan servicing fees paid to Parent 14,738 19,697 18,258
Amortization of deferred issuance
costs 12,126 29,150 26,790
Loss attributable to residual
interest 0 (1,002) 0
Other expenses 6,987 9,259 33,722
Total expenses 148,444 249,359 491,939
Net income (loss) (6) (396) 327
Basic earnings(loss) per common share (0.12) (7.62) .089
Weighted average number of shares
outstanding 52 52 368
See accompanying notes to financial statements
(
continued)
F-3
CML CHURCH MORTGAGE, INC.
Statements of Changes in Stockholder's Equity
Years ended December 31, 1998, 1997 and 1996
Additional
Number Common paid-in Treasury Retained
of shares Stock capital stock earnings Total
Balance at 12/31/95 1,000 1,000 24,000 0 7,460 32,460
Purchase of common stock (948) 0 0 (31,000) 0 (31,000)
Net income 0 0 0 0 327 327
Balance at 12/31/96 52 1,000 24,000 (31,000) 7,787 1,787
Net (loss) 0 0 0 0 (396) (396)
Balance at 12/31/97 52 1,000 24,000 (31,000) 7,391 1,391
Net (loss) 0 0 0 0 (6) (6)
Balance at 12/31/98 52 1,000 24,000 (31,000) 7,385 1,385
See accompanying notes to financial statements
(continued)
F-4
CML CHURCH MORTGAGE, INC.
Statements of Cash Flows
Years ended December 31, 1998, 1997 and 1996
Cash flows from operating activities:
1998 1997 1996
Net income $ (6) (396) 327
Adjustments to reconcile net income to net cash
provided by(used) by operating activities:
Increase(reduction) of mortgage-backed
senior bonds, subordinated bonds
& residual interest (2,029) 11,287 (193,092)
Provision for losses on other
real estate owned 0 0 168,666
Reduction in allowance for loan
losses 0 0 0
Amortization of deferred issuance
costs 12,126 29,150 26,790
Loss attributable to residual
interest 0 (1,002) 0
Changes in operating assets and liabilities:
Advances on bond redemptions (26,182) (14,292) 4,867
Accrued interest receivable 2,953 (187) 13,110
Accrued interest payable (3,878) (19,109) (10,573)
Other liabilities 0 (3,387) (333)
Net cash provided(used) by
operating activities (17,016) 2,064 9,762
Cash flows from investing activities:
Principal payments on mortgage
loans 346,952 854,003 598,994
Decrease(increase) in receivable
from sale ORE 0 376,334 (376,334)
Proceeds from sale of ORE 0 0 551,334
Net cash provided(used) by
investing activities 346,952 1,230 337 773,994
Cash flows from financing activities:
Purchase of common stock 0 0 (31,000)
Principal payments on mortgage-
back sr bonds (366,328) (1,256,886) (752,870)
Net cash used by financing
activities (366,328) (1,256,886) (783,870)
Net decrease in cash and cash
equivalents (36,392) (24,485) (114)
Cash and cash equivalents at beginning
of year 125,291 149,776 149,890
Cash and cash equivalents at end
of year 88,899 125,291 149,776
Supplemental disclosures of cash flow information -
cash paid for interest 118,471 217,758 255,076
See accompanying notes to financial statements.
(continued)
F-5
CML CHURCH MORTGAGE, INC.
Notes to Financial Statements
December 31, 1998 and 1997
(1) Organization and Summary of
Significant Accounting Policies
Organization
CML Church Mortgage, Inc. (the Company) was incorporated in the State of
Wisconsin on March 10, 1989, as a wholly-owned subsidiary of Christian Mutual
Life Insurance Company (CML). The Company was organized to facilitate the
financing of mortgage loans and is not permitted and does not intend to engage
in any business activities other than (1) to issue bonds secured by promissory
notes secured by first liens on real estate, (2) to purchase or otherwise
acquire, own, hold, transfer, convey, assign, pledge, mortgage, finance,
refinance and otherwise deal with such mortgage collateral, (3) to invest and
reinvest the payments received with respect to the mortgage collateral fund from
any disposition or liquidation of the mortgage collateral and (4) to engage in
any activities incidental and necessary for such purposes.
On December 14, 1998, the Company's common stock was transferred to its ultimate
parent, Central United Life Insurance Company (CUL) at which time it became a
wholly owned subsidiary of CUL.
Basis of Presentation
The financial statements have been prepared in accordance with generally
accepted accounting principles.
The preparation of the financial statements requires management to make
estimates and assumptions that affect amounts reported in the financial state-
ments and accompanying notes. Such estimates and assumptions could change in
the future as more information becomes known which could impact the amounts
reported and disclosed herein.
Significant accounting policies are as follows:
Mortgage-Backed Bonds
On August 29, 1989, the Company sold $9,153,000 of senior bonds and $274,590 of
subordinated bonds (Series 1), and on April 11, 1990, the Company sold
$8,164,000 of senior bonds and $204,100 of subordinated bonds (Series 2). The
bonds are nonrecourse bonds and the holders of the bonds may not look to the
Company, but may only look to the pool of mortgage loans securing the bonds for
payment of principal and interest thereon. No mortgage loans securing any other
series or bonds will be available to satisfy claims or holders of the bonds.
Mortgage-backed bonds are stated at their outstanding unpaid principal balances.
(
continued)
F-6
CML CHURCH MORTGAGE, INC.
Notes to Financial Statements
December 31, 1998 and 1997
Description of Assets Collateralizing
Mortgage-Backed Bonds
Loans are stated at their outstanding unpaid principal balances.
Each series of mortgage-backed bonds is secured by a pool of assets (the Pool)
consisting of: (a) mortgage loans, which consist of fixed interest rate real
estate loans evidenced by promissory notes secured by mortgages or similar
security interests which create a first lien on church buildings and related
properties, (b) a principal payment account (used to deposit receipts of
mortgage loan principal), (c) an interest payment account and (d) reinvestment
earnings on the principal and interest payment account balances. A separate
Pool is maintained for each series of mortgage-backed bonds.
Accrual of interest income on mortgage loans is discontinued when management has
determined that the borrower will be unable to meet contractual obligations and/
or when loans are 90 days or more in arrears, except in certain instances where
management believes that collateral held by the Company is clearly sufficient
and full satisfaction of both principal and interest is highly probable. When a
loan is placed on nonaccrual, all interest previously accrued but not collected
is reversed against current period income. Nonaccrual loans may be returned to
an accrual status when principal and interest payments are not delinquent and
the risk characteristics of the loan have improved to the extent that there no
longer exists a material concern as to the collectability of principal.
Deferred Issuance Costs
Deferred issuance costs consist of underwriting discounts and other expenses of
issuance and distribution of the mortgage-backed senior bonds. Such costs are
amortized over the life of the outstanding bonds using a method which approx-
imates the effective interest method, adjusted for prepayment.
Residual Interest
Upon issuance of the senior bonds, the Company sold, without recourse, separate
residual interests in the respective Pools underlying the Series 1 and Series 2
bonds. Provided there has been no default or deficiency in the payment of
principal or interest on the respective senior or subordinated bonds, as
defined, the holders of the residual interest are entitled to receive all
amounts on deposit in the interest payment accounts which have been transmitted
by the Trustee to the Company as well as all other remaining assets in the
Pools.
(continued)
F-7
CML CHURCH MORTGAGE, INC.
Notes to Financial Statements
December 31, 1998 and 1997
The residual interests are accounted for in a manner similar to a minority
interest in a consolidated subsidiary. That is, income deemed attributable to
the residual interests is reflected as a charge to income through a corre-
sponding increase in the residual interest liability. Payments to the holders
of the residual interest, when made, serve to reduce the liability account
balance. If there are payment deficiencies on the senior bonds, the amounts
accumulated on behalf of the residual interest must first be used to satisfy
any remaining obligations to the senior bond holders, thereby reducing the
liability account balance.
Allowance for Loan Losses
The allowance for loan losses established on mortgage loans collateralizing each
series of mortgage-backed bonds are first charged directly to the subordinated
bonds as an automatic reduction of the outstanding principal balance. Any
losses which exceed the balance of the subordinated bonds and the amounts
accumulated on behalf of the residual interests will be absorbed by the senior
bond holders. It is the Company's policy to record a separate allowance for
loan losses if in management's judgment the carrying value of the mortgage loans
would exceed the carrying value of the subordinated bonds.
Beginning in 1995, the Company adopted Financial Accounting Standards Board
Statement No. 114, Accounting by Creditors for Impairment of a Loan. Under the
new standard, the allowance for loan losses related to loans that are identified
for evaluation in accordance with Statement 114 is based on discounted cash
flows using the loan's initial effective interest rate or the fair value of
the collateral for certain collateral dependent loans. Prior to 1995, the
allowance for credit losses related to these loans was based on undiscounted
cash flows or the fair value of the collateral for collateral dependent loans.
While management uses the best information available in establishing the
allowance for loan losses, future adjustments may be necessary if economic
conditions differ substantially from the assumptions used in making the
evaluation.
Other Real Estate Owned
Other real estate owned includes real estate acquired by foreclosure and real
estate substantively repossessed. Real estate acquired by foreclosure is
comprised of properties acquired through foreclosure proceedings or acceptance
of a deed in lieu of foreclosure. The Company holds no real estate which has
been substantively repossessed.
After foreclosure, properties held for sale are carried at the lower of fair
value less estimated costs to sell or cost. If the fair value of the asset
less estimated costs to sell becomes less than the cost of the asset, the amount
is charged directly against the asset.
(continued)
F-8
CML CHURCH MORTGAGE, INC.
Notes to Financial Statements
December 31, 1998 and 1997
Operating expenses are charged to other expenses. Gains and losses upon dis-
position are reflected in the statements of operations as realized.
Federal Income Taxes
An election has been made to treat the Pools as real estate mortgage investment
conduits (REMIC). A REMIC is not subject to federal taxation; rather, the
income of the REMIC is taxable to the holders of interest thereon. Qualifi-
cation as a REMIC requires ongoing compliance with certain conditions management
believes the Company is in compliance with such conditions as of December 31,
1998. Accordingly, no provision for federal income taxes has been made for
the years ended December 31, 1998, 1997 and 1996.
Cash Equivalents
The Company considers all highly liquid investments with original maturities of
less than 90 days to be cash equivalents.
Long-Lived Assets
In the first quarter of 1996, the Company adopted the Financial Accounting
Standards Board issued Statement No. 121, Accounting for the Impairment of Long-
Lived Assets and for Long-Lived Assets to Be Disposed Of. Statement No. 121
requires impairment losses to be recorded on long-lived assets used in opera-
tions when indications of impairment are present and the undiscounted cash flows
estimated to be generated by those assets are less than the assets' carrying
amount. Statement No. 121 also addresses the accounting for long-lived assets
that are expected to be disposed of. The Company continually reviews its long-
lived assets for impairments.
Earnings Per Share
In February 1997, the FASB issued SFAS No. 128, Earnings Per Share. SFAS No.
128, which must be adopted for fiscal years ending after December 15, 1997,
established standards for computing and presenting earnings per share ("EPS")
and applies to entities with publicly held common stock or potential common
stock. It replaces the presentation of primary EPS with a presentation of basic
EPS. It also requires dual presentation of basic and diluted EPS on the face
of the income statement for all entities with complex capital structures and
requires a reconciliation of the numerator and denominator of the basic EPS
computation to the numerator and denominator of the diluted EPS computation,
with all prior period EPS data presented restated.
(2) Cash and Cash Equivalents, Held By Trustee
Principal and interest payments received on the mortgage loans are controlled by
a Trustee. These amounts are utilized to meet the semiannual interest payments
on the mortgage-backed senior and subordinated bonds, to reduce the outstanding
(c
ontinued)
F-9
CML CHURCH MORTGAGE, INC.
Notes to Financial Statements
December 31, 1998 and 1997
principal balance on the bonds and to make payments to the holders of residual
interests.
3) Mortgage Loans, Held By Trustee
The mortgage loans, which serve as collateral for the mortgage-backed senior and
subordinated bonds, consist of fixed interest rate real estate loans evidenced
by promissory notes secured by mortgages or similar security interests which
create a first lien on church buildings and related properties. The church
buildings and properties securing the loans were located in 3 different states
across the United States. All of the mortgage loans contain provisions pro-
hibiting prepayment during periods ranging from approximately 36 months to 48
months from the date acquired by the Company. The mortgage loans, when
originated, generally had loan-to-value ratios ranging between 43% and 65%.
The ability and willingness of these borrowers to honor their repayment commit-
ments is generally dependent upon the financial condition of the church
obligated as mortgagor which, in turn, depends on the contributions received
from members of the congregation. Approximately 69% of the remaining balance
receivable is due from one congregation.
(4) Other Real Estate Owned
On December 28, 1993, the Company accepted a deed-in-lieu of foreclosure on a
church property securing a loan with an outstanding principal balance of
$1,749,203. The property is located near the south central section of Los
Angeles, California. As a result of an appraisal received by the Company in
November 1993, management recorded a write-down of $534,203 in order to value
the property at fair market value less estimated cost to sell. This write-down
was treated as a direct reduction of the Series 1 Subordinated Bonds in the
amount of $128,873, the residual interest in the amount of $294,462 and the
Series 1 Senior Bonds in the amount of $110,868. In 1994, management recorded a
second write-down of $124,921. This write-down was treated as a direct
reduction of the Series 1 Senior Bonds. In February 1996, the Company received
an offer to purchase the property for $720,000 (net of estimated costs to sell).
As such, an additional write-down of $360,000 was made in the 1995 financial
statements to record the value of the property at the current value.
In October 1996, the Company received an offer for the sale of the property "as
is" for $520,000. Additionally, two settlements totaling $207,190 were made
covering three incidents of substantial vandalism and theft of property at the
church property since February 1996. As a result of these transactions, an
additional $45,000 write-down was recorded in the third quarter of 1996. The
adjusted carrying value of $675,000 reflects (1) the "as is" offer price of
$520,000 less estimated cost to sell of approximately $52,000 and (2) the
(
continued)
F-10
CML CHURCH MORTGAGE, INC.
Notes to Financial Statements
December 31, 1998 and 1997
$207,190 settlement amounts for repairs which will not be required if the
property is sold "as is". A subsequent environmental inspection revealed
asbestos that was exposed by the vandalism incidents. The cost of the asbestos
removal was estimated at $150,000 further reducing the offer price to approx-
imately $370,000. As a result, an additional $123,666 write-down was recorded
at December 31, 1996.
The property was sold "as is" on December 30, 1996, for approximately $370,000
and the funds were received in early January 1997. The write-down recorded at
December 31, 1996 was adjusted to $90,000 due to an over estimation of selling
expenses, which is included in the increase of mortgage-backed senior bonds on
the Statement of Operations.
(5) Mortgage-Backed Senior Bonds
Mortgage backed senior bonds held by the Company are comprised of two bonds
backed by two separate pools of mortgages. The following details the compil-
ation of the mortgage backed senior bonds as of December 31, 1998 and 1997:
1998
19
97
Mortgage-backed senior bonds-Series 1 $ 1,791,513
2,007,841
Net reductions in Series 1 bonds (727,103)
(
727,103)
Mortgage-backed senior bonds-Series 2 102,000
252,000
Total $ 1,166,410
1,532,738
The following is a summary of the Series 1 Senior Bonds. The interest rate,
stated maturity and original principal amounts of these bonds, all dated August
1, 1989, and the outstanding principal amounts as of December 31, 1998 are as
follows:
Original Outstanding
Interest Stated principal principal
rate maturity amounts amounts
9.00 % 2/10/1994 $ 262,000 60,362
9.10 8/10/1994 277,000 63,818
9.10 2/10/1995 329,000 75,798
9.10 8/10/1995 348,000 80,176
9.25 2/10/1996 406,000 93,539
9.25 8/10/1996 430,000 99,068
9.25 2/10/1997 493,000 113,582
9.75 8/10/2001 5,506,000 1,205,170
Total $ 8,051,000 1,791,513
(continued)
F-11
CML CHURCH MORTGAGE, INC.
Notes to Financial Statements
December 31, 1998 and 1997
The above maturity schedule does not reflect the cumulative write-downs of
Series 1 Senior Bonds of $727,103, $727,103 and $764,456 at December 31, 1998,
1997 and 1996, respectively (see notes 3 and 4). Management of the Company
believes that if these write-downs are realized as a result of losses on the
sale of other real estate owned or foregone interest income on nonperforming
mortgage loans, the bondholders would incur losses on a pro-rata share of their
investment in relation to the total outstanding senior bonds.
The following is a summary of the Series 2 Senior Bonds. The interest rate,
stated maturity and original principal amounts of these bonds, all dated August
1, 1990, and the outstanding principal amounts as of December 31, 1998 are as
follows:
Original Outstanding
Interest Stated principal principal
rate maturity amounts amounts
9.75% 4/10/1997 $ 308,000 --
9.85 10/10/1997 362,000 --
9.85 4/10/1998 382,000 --
10.50 4/10/2003 5,359,000 102,000
Total $ 6,411,000 102,000
Interest on senior bonds is payable semiannually. The amount to be paid to bond
holders on each payment date is limited, however, to the funds available in the
interest payment account (see note 1).
The stated maturities are the dates on which the senior bonds will be fully
paid, assuming no prepayments are received on the mortgage loans and principal
and interest payments are received in accordance with the terms of the mortgage
loans. The actual maturities of the senior bonds will be shortened by prepay-
ments on the mortgage loans and by any senior bond calls.
As originally documented, the Series 1 Senior Bonds were to be redeemed, to the
extent of funds available, as follows:
- Annually, the spread between mortgage interest received plus reinvestment
earnings and interest on Series 1 Senior and Subordinated Bonds will be used
to redeem a maximum of $68,750 of the Series 1 Senior Bonds maturing
August 10, 2001. Such annual redemptions will occur until an aggregate of
$275,000 of such Series 1 Senior Bonds has been redeemed. Redemptions
commenced February 10, 1990 and will continue thereafter on August 10 and
February 10 of each year.
(c
ontinued)
F-12
CML CHURCH MORTGAGE, INC.
Notes to Financial Statements
December 31, 1998 and 1997
- All payments, but not prepayments, of mortgage loan principal received
through February 1, 1991, were used to effect redemptions of Series 1 Senior
Bonds maturing February 10, 1991. Such redemptions commenced February
10, 1990.
- Prepayments of mortgage loans collateralizing the Series 1 Senior Bonds
shall be used to effect redemptions of Series 1 Senior Bonds with maturity
dates occurring prior to or on the maturity date of the mortgage loan prior to
prepayment.
Commencing August 1997, the Company began redeeming Series 1 Senior Bonds
maturing August 10, 2001, presented for redemption by appropriate representa-
tives of deceased holders, but only to the extent that funds are available in
the principal account maintained by the Trustee.
In addition to the redemptions described above, the Company may, at its option,
redeem all, but not less than all, of the outstanding Series 1 Senior Bonds at
any time the aggregate principal amount outstanding is less than 20% of the
aggregate principal amount originally issued.
However, as a result of defaults on the mortgage loans collateralizing the
Series 1 Senior Bonds, the bonds are no longer subject to scheduled or mandatory
redemption. Mandatory redemptions may not be reinstated until either (a) such
default is cured or (b) the aggregate amount of the principal account plus the
aggregate outstanding principal amount of mortgage loans securing the bonds as
to which no default in payment of principal or interest has occurred and which
has not been cured exceeds the outstanding principal amount of the bonds, and
the amount on deposit in the interest payment account plus interest payable on
the outstanding principal amount of such non-defaulting mortgage loans (assuming
no prepayments of principal) is at least equal to the interest payable on the
outstanding principal amount of the bonds as may be reduced from time to time by
redemption. As a result of the bonds no longer being subject to scheduled or
mandatory redemption, the residual interest relating to the Series 1 Senior
Bonds was eliminated.
The Series 2 Senior Bonds will be redeemed to the extent of funds available, as
follows:
- Annually, the spread between mortgage interest received plus
reinvestment
earnings and interest on Series 2 Senior and Subordinated Bonds will be used
to redeem the Series 2 Senior Bonds maturing April 10, 2003. Such annual
redemptions will occur until an aggregate of $204,100 of such Series 2
Senior Bonds have been redeemed. Redemptions commenced October 10, 1990
and will continue thereafter on April 10 and October 10 of each year.
(continued)
F-13
CML CHURCH MORTGAGE, INC.
Notes to Financial Statements
December 31, 1998 and 1997
- All payments, but not prepayments, of mortgage loan principal
received
through October 1, 1991, were used to effect redemptions of Series 2 Senior
Bonds maturing October 10, 1991. Such redemptions commenced October
10, 1990.
Prepayments of mortgage loans collateralizing the Series 2 Senior Bonds shall be
used to effect redemptions of Series 2 Senior Bonds with maturity dates
occurring prior to or on the maturity date of the mortgage loan prior to
prepayment.
Commencing October 1998, the Company began redeeming Series 2 Senior Bonds
maturing April 10, 2003, presented for redemption by appropriate representatives
of deceased holders, but only to the extent that funds are available in the
principal account maintained by the Trustee.
In addition to the redemptions described above, the Company may, at its option,
redeem all, but not less than all, of the outstanding Series 2 Senior Bonds at
any time the aggregate principal amount outstanding is less than 20% of the
aggregate principal amount originally issued.
Additional redemptions scheduled are as follows:
Date
of Principal
redemption amount
April 10, 1999 $ 90,000
October 10, 1999 103,000
April 10, 2000 100,000
October 10, 2000 111,000
April 10, 2001 118,000
October 10, 2001 122,000
April 10, 2002 122,000
October 10, 2002 112,000
April 10, 2003 29,000
Total Series 2 Senior Bonds $ 907,000
Mandatory redemptions shall be effected on a semiannual payment date and Series
2 Senior Bonds shall be selected for redemption by the Trustee by lot as
provided in the Indenture.
(6) Mortgage-Backed Subordinated Bonds
On the date of issue of the Series 2 Senior Bonds, CML purchased a subordinated
bond due on April 10, 2003 (the final maturity of the Series 2 Senior Bonds) in
the principal amount of $204,100. The Series 2 Subordinated Bond bears interest
(continued)
F-14
CML CHURCH MORTGAGE, INC.
Notes to Financial Statements
December 31, 1998 and 1997
at the rate of 11% per annum, payable semiannually, commencing October 10, 1990.
Payments of principal and interest on the Series 2 Subordinated Bond are subor-
dinated to the prior payment, when due, of interest at stated rates and prin-
cipal on the Series 2 Senior Bonds. No payments have been made on the
Subordinated Bond.
(7) Mortgage Loan Servicing
The mortgage loans held by the Trustee were originated by CML and were acquired
by the Company from CML. The Company acquired 9 mortgage loans for $9,153,000
in 1989 and 10 mortgage loans for $8,164,000 in 1990. The amounts paid to
acquire the loans represented the outstanding principal balance at date of
acquisition. CUL is under contract with the Company to service the mortgage
loans for an annual fee equal to 0.40% of the outstanding principal balance
of mortgage loans collateralizing the Series 1 Senior Bonds and 0.45% of the
outstanding principal balance of mortgage loans collateralizing the Series 2
Senior Bonds.
(8) Fair Value of Financial Instruments
Statement of Financial Accounting Standards No. 107, Disclosures About Fair
Value of Financial Instruments, as amended during 1994 by Statement of Financial
Accounting Standards No. 119, Disclosures About Derivative Financial Instruments
and Fair Value of Financial Instruments, requires disclosures about all
financial instruments held or owed by a company except for certain excluded
instruments and instruments for which it is not practicable to estimate fair
value.
Management believes that the carrying amount approximates the fair value for all
of the Company's financial instruments. Since the mortgage-backed bonds are not
readily marketable, the fair value of the bonds is determined by the fair value
of the underlying assets and, as such, the carrying amount is a reasonable
approximation of the fair value.
F-15
Schedule IV - Mortgage Loans on Real Estate
A B C D E F
G
H
Princ.
Face Amt of
Amount Carry loans
Int. Final Payment Prior of
Am
t subject
Description Rate Mat. Date Terms Liens Mtg of
Mtg Delinq
Pymts
(Notes 3 & 4)
Loveland Baptist
Church 11.20% 02/01/2001 Note 1 None 896,143 896,14
3 0
Fontana, CA
The Way, The Truth, &
The Life 11.65% 02/01/2003 Note 2 None 274,406 274,406
0
Decatur, GA
El Bethel Temple 11.90% 04/01/2003 Note 2 None 17,502
17,502 0
Orlando, FL
Total $
1,188,051 1,188,051 0
Reconciliation of mortgage carrying amounts (Column G)
Balance at Beginning of Period 1,535,004
Deduction During Period-
Collection of Principal (346,953)
Balance at End of Period $
1,188,051
Notes:
1. The periodic payment terms for this mortgage loan are monthly level
payments for 12 months, increasing by 5% on the payment due for August
1 of each year. This schedule is followed until maturity with no prepayment
penalties.
2. The periodic payment terms for this mortgage loan are monthly level
payments for 12 months, increasing by 5% on the payment due for May1 of each
year. This schedule is followed until maturity with no prepayment penalties.
3. The aggregate cost for Federal income tax purposes is $1,199,636, which
includes $11,585 for accrued interest receivable.
4. The total amount acquired from controlled and other affiliates is $0.
S-1
EXHIBIT INDEX
Exhibit 3. Articles of Incorporation and By-Laws
3.1 - Articles of Incorporation of Issuer (Incorporated herein by Reference to
Exhibit 3.1 of Registration Statement on Form S-11 No. 33-27664)
3.2 - By-Laws of Issuer (Incorporated herein by Reference to Exhibit 3.2 of
Registration Statement on Form S-11 No. 33-27664)
Exhibit 4. Instruments defining the rights of security holders, including
indentures
4.1 - Indenture dated August 1, 1989 between Company and M&I First National
Bank, Trustee, incorporated herein by Reference to Exhibit 4.1 to Form 10K for
the year ended December 31, 1989.
4.2 - First Supplemental Indenture date as of August 1, 1989 between Company
and
M&I First National Bank, Trustee, incorporated herein by Reference to Exhibit
4.2 to Form 10K for the year ended December 31, 1989.
4.3 - Form of Senior Bond (included in Exhibit 4.2), incorporated herein by
Reference to Exhibit 4.3 to Form 10K for the year ended December 31, 1989.
4.4 - Form of Subordinated Bond (included in Exhibit 10.3), incorporated
herein
by Reference to Exhibit 4.4 to Form 10K for the year ended December 31, 1989.
4.5 - Form of Certificate of Residual Interest (included in Exhibit 10.3)
incorporated herein by Reference to Exhibit 4.5 to Form 10K for the year ended
December 31, 1989.
4.6 - Second Supplemental indenture dated as of April 1, 1990 between
Company
and M&I First National Bank, Trustee, incorporated herein by Reference to
Exhibit 4.1 to Form 10K for the year ended December 31, 1990.
41 - Form of Senior Bond (included in Exhibit 4.1), incorporated
herein by
Reference to Exhibit 4.2 to Form 10K for the year ended December 31, 1990.
41 - Form of Subordinated Bond (included in Exhibit 10.3),
incorporated herein
by Reference to Exhibit 4.3 to Form 10K for the year ended December 31, 1990.
42 - Form of Certificate of Residual Interest (included in Exhibit
10.3),
incorporated herein by Reference to Exhibit 4.4 to Form 10K for the year ended
December 31, 1990.
E-1
Exhibit 10. Material Contracts
10.1 - Purchase Agreement dated August 28, 1989 among the Company,
Christian
Mutual Life Insurance Company and M&I First National Bank, incorporated herein
by Reference to Exhibit 10.1 to Form 10K for the year ended December 31, 1989.
11 - Servicing Agreement dated August 28, 1989 among the Company, M&I
First
National Bank and Christian Mutual Life Insurance Company, incorporated herein
by Reference to Exhibit 10.2 to Form 10K for the year ended December 31, 1989.
10.3 - Subordinated Indebtedness and Residual Certificate Agreement
dated as of
August 1, 1989 among the Company, Christian Mutual Life Insurance Company and B.
C. Ziegler and Company, incorporated herein by Reference to Exhibit 10.3 to Form
10K for the year ended December 31, 1989.
10.4 - Purchase Agreement dated April 11, 1990 among the Company,
Christian
Mutual Life Insurance Company, and M&I First National Bank, incorporated herein
by Reference to Exhibit 10.1 to Form 10K for the year ended December 31, 1990.
10.5 - Servicing Agreement dated April 11, 1990 among the Company, M&I
First
National Bank, and Christian Mutual Life Insurance Company, incorporated herein
by Reference to Exhibit 10.2 to Form 10K for the year ended December 31, 1990.
10.6 - Subordinated Indebtedness and Residual Certificate Agreement
dated as of
April 1, 1990 among the Company, Christian Mutual Life Insurance Company, and B.
C. Ziegler and Company, incorporated herein by Reference to Exhibit 10.3 to Form
10K for the year ended December 31, 1990.
E-2
