<PAGE>
Form 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 33-20345
FIRST CHURCH FINANCING CORPORATION
(Exact name of registrant as specified in its charter)
Wisconsin 39-1670677
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
215 North Main Street, West Bend, Wisconsin 53095
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (414) 334-5521
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes ( X ) No ( )
The number of shares outstanding of the registrant's Common Stock, par
value $1.00 per share, at September 30, 1998 was 1,000 shares.
REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTIONS H(1)(a)
and (b) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM WITH THE REDUCED
DISCLOSURE FORMAT.
<PAGE>
PART I
FIRST CHURCH FINANCING CORPORATION
CONDENSED STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
For the Three Months Ended
September 30, September 30,
1998 1997
<S> <C> <C>
Revenues:
Interest income $169,527 $239,239
Other income 47,720 11,182
Total revenues 217,247 250,421
Expenses:
Interest expense 144,100 206,596
Amortization of deferred issuance
costs 41,995 12,380
Servicing fees 6,670 8,938
Other 7,091 4,775
Total expenses 199,856 232,689
Income before income taxes 17,391 17,732
Provision for income taxes 6,900 7,000
Net income $ 10,491 $ 10,732
</TABLE>
The accompanying notes to condensed financial statements
are an integral part of these statements.
<PAGE>
FIRST CHURCH FINANCING CORPORATION
CONDENSED STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
For the Nine Months Ended
September 30, September 30,
1998 1997
<S> <C> <C>
Revenues:
Interest income $575,304 $728,034
Other income 94,515 35,020
Total revenues 669,819 763,054
Expenses:
Interest expense 494,927 630,819
Amortization of deferred issuance
costs 89,734 36,663
Servicing fees 22,124 27,240
Other 16,024 16,603
Total expenses 622,809 711,325
Income before income taxes 47,010 51,729
Provision for income taxes 18,600 20,400
Net income $ 28,410 $ 31,329
</TABLE>
The accompanying notes to condensed financial statements
are an integral part of these statements.
<PAGE>
FIRST CHURCH FINANCING CORPORATION
CONDENSED BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
September 30, December 31,
1998 1997
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 13,094 $ 4,607
Assets held by trustee 195,727 270,679
Accrued interest receivable 52,637 71,867
Mortgage loans held by trustee
(net of purchase discount of
$199,081 and $286,608,
respectively) 6,664,691 9,077,790
Deferred issuance costs 194,959 284,540
Tax refund due from Parent 1,071 16,670
Other assets - 1,256
Total assets $7,122,179 $9,727,409
LIABILITIES AND STOCKHOLDER'S EQUITY
Accrued interest payable $ 122,330 $ 190,368
Mortgage-Backed bonds payable 6,554,000 9,086,000
Due to affiliate 1,982 585
Note payable to affiliate - 35,000
Total liabilities 6,678,312 9,311,953
Stockholder's equity
Common stock, $1 par value;
50,000 shares authorized
1,000 shares issued and
outstanding 1,000 1,000
Additional paid-in capital 269,631 269,631
Retained earnings 173,236 144,825
Total stockholder's equity 443,867 415,456
Total liabilities and
stockholder's equity $7,122,179 $9,727,409
</TABLE>
The accompanying notes to condensed financial statements
are an integral part of these balance sheets.
<PAGE>
FIRST CHURCH FINANCING CORPORATION
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
For the Nine Months Ended
Sept. 30, Sept. 30,
1998 1997
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 28,410 $ 31,329
Adjustments to reconcile net income to
net cash provided by operating
activities:
Gain on liquidation of mortgage loans (71,605) (15,577)
Amortization of discount on mortgage
loans (16,074) (19,443)
Amortization of deferred issuance
costs 89,734 36,663
Amortization of other assets 1,256 5,653
Change in assets and liabilities:
Decrease (Increase) in -
Assets held by trustee 74,952 85,408
Accrued interest receivable 19,230 3,660
Tax refund due from Parent 15,600 15,756
Increase (Decrease) in -
Accrued interest payable (68,039) (58,014)
Due to B. C. Ziegler and Company 1,397 1,018
Accrued income taxes payable - 168
Net cash provided by operating
activities 74,861 86,621
CASH FLOWS FROM INVESTING ACTIVITIES
Principal payments received on mortgage
loans 2,500,626 472,323
Net cash provided by investing
activities 2,500,626 472,323
CASH FLOWS FROM FINANCING ACTIVITIES
Redemption of mortgage-backed bonds (2,532,000) (526,000)
Net repayments on notes payable to
affiliate (35,000) (30,000)
Net cash used in financing activities (2,567,000) (556,000)
NET INCREASE IN CASH AND CASH
EQUIVALENTS 8,487 2,944
CASH AND CASH EQUIVALENTS AT BEGINNING OF
PERIOD 4,607 4,623
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 13,094 $ 7,567
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION
Interest paid during the period $ 563,000 $688,000
Income taxes paid during the period $ 3,000 $ 4,000
</TABLE>
The accompanying notes to condensed financial statements
are an integral part of these statements.
<PAGE>
NOTES TO CONDENSED FINANCIAL STATEMENTS
September 30, 1998
Note A -- Basis of Presentation
The condensed financial statements included herein have been prepared by
First Church Financing Corporation (the "Company"), without audit, pursuant to
the rules and regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations. Management
believes, however, that these condensed financial statements reflect all
adjustments which are, in the opinion of management, necessary to provide a
fair statement of the results for the periods presented. All such adjustments
are of a normal recurring nature. It is suggested that these condensed
financial statements be read in conjunction with the financial statements and
the notes thereto included in the Company's latest annual report on Form 10-K.
Note B -- Mortgage-Backed Bonds
Mortgage-Backed Bonds (the "Bonds") originally issued and outstanding at
September 30, 1998, consist of the following:
<TABLE>
<CAPTION>
Outstanding
Principal
Date of Stated Principal Amount At
Series Rate Bonds Maturity Amounts 9/30/98
<S> <C> <C> <C> <C> <C>
1 8.25% 3/1/93 3/10/08 $ 4,586,000 $1,491,000
2 8.75% 8/1/94 8/10/09 4,456,000 1,898,000
3 8.00% 12/1/95 12/10/10 4,223,000 3,165,000
$13,265,000 $6,554,000
</TABLE>
The stated maturity is the date by which all Bonds will be fully paid.
Mandatory redemptions will be made from principal payments on the Mortgage
Loans (the "Loans") which serve as collateral for the Bonds. The Loans
generally require regular installments of principal and interest based upon a
15-year amortization schedule. The receipt of scheduled principal payments
will cause a substantial portion of the Bonds to have shorter maturities.
The Bonds will be redeemed, without premium or penalty, to the extent
funds are available in the interest and principal payment accounts maintained
by the trustee. Redemptions from such available funds (other than funds from
prepayments of Loans) commence six months from the date of issue of a Bond
series and continue on a semiannual basis thereafter.
All interest and principal collected on the Loans, less a servicing fee
paid to Ziegler Financing Corporation, a related entity, is to be deposited
with the trustee of the Bonds. Any amounts deposited with the trustee in
excess of amounts required for payment of interest on and principal of the
Bonds and an amount to be maintained in an interest reserve fund will be
returned to the Company.
The Bonds of any series may be redeemed in whole by the Company at such
time as the aggregate principal amount of the outstanding Bonds for the series
is 20% or less of the aggregate principal amount of the Bonds originally
issued for that series. Redemptions will also be made from unscheduled
prepayments on the Loans, if such prepayments should occur. Prepayments over
and above the regular principal installments may be made by the mortgagor from
borrowed funds on a monthly or quarterly basis commencing one year after the
issue of a Bond series and from unborrowed funds on a monthly or quarterly
basis after the issue of a Bond series. Redemptions from such prepayments may
be made after the same periods of time.
<PAGE>
MANAGEMENT'S NARRATIVE ANALYSIS OF
RESULTS OF OPERATIONS
Results of Operations - Three Months Ended
September 30, 1998 and 1997
The Company issued no new Bonds during the third quarter of 1998 or
1997. A total of $1,258,000 of Bonds were repaid during the third quarter of
1998 compared to $193,000 in the third quarter of 1997. The difference in
Bond repayments during each of the third quarter periods is primarily due to
different prepayment amounts received on the Loans.
Revenues, consisting primarily of interest, were $170,000 in the third
quarter of 1998 compared to $250,000 in the third quarter of 1997. Total
expenses, consisting primarily of interest, were $200,000 in the third quarter
of 1998 compared to $233,000 in the third quarter of 1997. The decreases in
revenues and expenses for the third quarter of 1998 compared to the third
quarter of 1997 are due to loan repayments and bond redemptions during and
between such periods. Net income for the third quarter of 1998 was $10,000
compared to $11,000 in the third quarter of 1997.
Results of Operations - Nine Months Ended
September 30, 1998 and 1997
The Company issued no new series of Bonds in the first nine months of
1998 or 1997. A total of $2,532,000 of Bonds were repaid during the first
nine months of 1998 compared to $526,000 in the first nine months of 1997.
The difference in Bond repayments during each of the third quarter periods is
primarily due to different prepayment amounts received on the Loans.
Revenues, consisting primarily of interest income, were $670,000 in 1998
compared to $763,000 in 1997. Total expenses, consisting primarily of
interest expense, were $623,000 in 1998 compared to $711,000 in 1997. The
decreases in revenues and expenses for the first nine months of 1998 compared
to the first nine months of 1997 are due to loan repayments and bond
redemptions during and between such periods. Net income for the first nine
months of 1998 was $28,000 compared to $31,000 for the first nine months of
1997.
Each series of Bonds is structured in a manner such that funds to be
received from the Loans are sufficient to fund interest and principal payments
on the Bonds as well as all other expenses of the Company. All payments of
principal and interest on the Loans securing the Bonds have been received by
the Company as scheduled. Principal payments including any prepayments
received on the Loans were $2,501,000 in the first nine months of 1998
compared to $472,000 in the first nine months of 1997. Ziegler Financing
Corporation, a related corporation, acts as servicer for the Loans for which
it receives a fee. The fee is equal to 0.292% of the average outstanding
principal balance of the Loans during the preceding month. At September 30,
1998, there were $6,554,000 of Bonds outstanding collateralized by $6,864,000
of Loans at maturity value.
The Company expects to have its primary computer system Year 2000
compliant by the second quarter of 1999. The trustee of the issuer has
indicated that its systems were either Year 2000 compliant when designed and
programmed or have been reprogrammed to be Year 2000 compliant.
<PAGE>
PART II
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit No. Description
27 Financial Data Schedule
(b) Reports on Form 8-K:
None
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
FIRST CHURCH FINANCING CORPORATION
Dated: November 10, 1998 By /s/ Scott D. Rolfs
Scott D. Rolfs
President
Dated: November 10, 1998 By /s/ D. Wallestad
Dennis A. Wallestad
Secretary & Treasurer
<PAGE> EXHIBIT INDEX
Exhibit
Number Description
27 Financial Data Schedule
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from First Church
Financing Corporation financial statements and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> SEP-30-1998
<CASH> 13,094
<SECURITIES> 0
<RECEIVABLES> 6,664,691<F1>
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F2>
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 7,122,179
<CURRENT-LIABILITIES> 0<F2>
<BONDS> 6,554,000
0
0
<COMMON> 1,000
<OTHER-SE> 442,867
<TOTAL-LIABILITY-AND-EQUITY> 7,122,179
<SALES> 0
<TOTAL-REVENUES> 669,819
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 127,882
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 494,927
<INCOME-PRETAX> 47,010
<INCOME-TAX> 18,600
<INCOME-CONTINUING> 28,410
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 58,410
<EPS-PRIMARY> 0<F3>
<EPS-DILUTED> 0<F3>
<FN>
<F1>Mortgage loans net of purchase discount
<F2>Registrant has an unclassified balance sheet
<F3>Not applicable
</FN>
</TABLE>
