UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
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: (262) 334-5521
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
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 ( )
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. (X)
Aggregate market value of voting stock held by nonaffiliates of the
registrant: None
The number of shares outstanding of the registrant's Common stock, par value
$1.00 per share, at February 28, 2000 was 1,000 shares.
REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTIONS I(1)(a) AND
(b) OF FORM 10-K AND IS THEREFORE FILING THIS FORM WITH THE REDUCED
DISCLOSURE FORMAT.
DOCUMENTS INCORPORATED BY REFERENCE: NONE
<PAGE>
FORM 10-K
FIRST CHURCH FINANCING CORPORATION
PART I
Item 1 - Business
(Pursuant to General Instruction I)
First Church Financing Corporation (the "Company") was incorporated in
the state of Wisconsin on May 3, 1990 and is a wholly-owned subsidiary of The
Ziegler Companies, Inc. (the "Parent"). The Company was organized to
facilitate the financing of mortgage loans and does not intend to engage in
any other business activities. The Company began doing business on March 24,
1993, when it issued its first series of bonds. The Parent is a Wisconsin
corporation whose shares trade on the American Stock Exchange.
The Company was organized to securitize mortgages on church properties
for offerings to the public and is not permitted and does not intend to
engage in any business or investment activities other than those described in
its Articles of Incorporation. Article 3 of the Issuer's Articles of
Incorporation provides that the purposes for which the Issuer is formed are
(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 from any disposition or liquidation of
the mortgage collateral, and (iv) to engage in any activities incidental and
necessary for such purposes.
As of December 31, 1999, the Company has issued three series of
mortgage-backed bonds totaling $13,265,000. One series was issued in 1993
for $4,586,000, a second series was issued in 1994 for $4,456,000, and a
third series was issued in 1995 for $4,223,000. The mortgage-backed bonds
are collateralized by pools of loans secured by first mortgages on church
buildings and properties. The loans and mortgages in the pools typically
originate from church financings which are too small in principal amount to
support a separate public offering of bonds.
B. C. Ziegler and Company, also a wholly-owned subsidiary of the
Parent, acts as underwriter of the mortgage-backed bonds, for which it
receives a fee.
Ziegler Financing Corporation, also a wholly-owned subsidiary of the
Parent, sold the mortgage loans to the Company and acts as servicer of the
mortgage loans. The mortgage loans were purchased from Ziegler Financing
Corporation by the Company at cost less loan fees charged to the borrower.
The monthly servicing fee paid to Ziegler Financing Corporation by the
Company is equal to .0292% of the average outstanding principal balance of
the mortgage loans during the preceding month.
There are no employees of the Company.
Item 2 - Properties
The Company headquarters is located in West Bend, Wisconsin, at the
offices owned by the Parent. The Company owns no real estate and leases no
office space.
Item 3 - Legal Proceedings
The Company is not a party to any pending legal proceedings.
Item 4 - Submission of Matters to a Vote of Security Holders
(Omitted pursuant to General Instruction I)
<PAGE>
PART II
Item 5 - Market for the Company's Common Equity and Related Stockholder
Matters
There is no market for the common stock of the Company. The Parent
owns 100% of the issued and outstanding shares of the Company.
Item 6 - Selected Financial Data
(Omitted pursuant to General Instruction I)
Item 7 - Management's Narrative Analysis of Results of Operations
(Pursuant to General Instruction I)
The Company began doing business during the first quarter of 1993. In
March, 1993, the Company issued its first series of mortgage-backed bonds
(the "Bonds") totaling $4,586,000. The second series of Bonds was issued in
August, 1994, totaling $4,456,000. The third series of Bonds was issued in
December, 1995, totaling $4,223,000. The Company does not expect to issue
mortgage-backed bonds in the future.
Total revenues, consisting primarily of interest income, were $488,000
in 1999 compared to $863,000 in 1998, a decrease of $375,000 or 43%. Total
expenses, consisting primarily of interest expense, were $442,000 in 1999
compared to $810,000 in 1998, a decrease of $368,000 or 45%. The decrease in
both total revenues and total expenses is due to a reduction in outstanding
notes and bonds. Net income was $31,000 in 1999 compared to $32,000 in 1998.
Total revenues, consisting primarily of interest income, were
$863,000 in 1998 compared to $1,013,000 in 1997, a decrease of $150,000 or
15%. Total expenses, consisting primarily of interest expense, were $810,000
in 1998 compared to $948,000 in 1997, a decrease of $138,000 or 15%. The
decrease in both total revenues and total expenses is due to a reduction in
outstanding notes and bonds. Net income was $32,000 in 1998 compared to
$39,000 in 1997.
Each series of bonds is structured in a manner such that funds received
from the mortgage loans are sufficient to fund interest and principal
payments on the Bonds as well as other expenses of the Company. All payments
of principal and interest due on the church mortgage loans securing the Bonds
have been received by the Company. Principal payments received on mortgage
loans were $810,000 in 1999; $4,034,000 in 1998; and $1,214,000 in 1997.
Bond redemptions totaled $823,000 in 1999; $4,040,000 in 1998; and
$1,219,000 in 1997.
Ziegler Financing Corporation, a related corporation, acts as servicer
for the mortgage loans for which it receives a fee. The monthly fee is equal
to .0292% of the average outstanding principal balance of the mortgage loans
during the preceding month. Servicing fees paid Ziegler Financing
Corporation were $17,000 in 1999; $28,000 in 1998; and $36,000 in 1997. At
December 31, 1999, there were $4,223,000 of Bonds outstanding collateralized
by approximately $4,520,000 of mortgage loans.
Item 7a - Quantitative and Qualitative Disclosure about Market Risk
Market risk arises from exposure to changes in interest rates, exchange
rates, commodity prices and other relevant market rate or price risk which
impact an instrument's financial value. The Company would be exposed to
market risk from changes in interest rates, except that the structured nature
of the Company's activities minimizes this risk. The cash flows from
principal payments on the Mortgage Loans are used to retire the principal of
the Mortgage-Backed Bonds Payable (see Note 4 of the Notes to Financial
Statements).
The table below provides information about the Company's financial
instruments that are sensitive to changes in interest rates, which include
mortgage loans and bonds payable. The table presents principal cash flows
and related weighted average interest rates by expected maturity dates. The
principal payments on the Mortgage Loans are the result of normal
amortization (see Note 3 of the Notes to Financial Statements). The table
assumes that an equal amount of Mortgage-Backed Bonds Payable will be
redeemed, as required by the indenture. Fair value is derived in accordance
with the procedures described in Note 7 of the Company's Notes to Financial
Statements.
<TABLE>
<CAPTION>
Expected Maturity Dates
(In US dollars)
ASSETS 2000-2004 Thereafter Total Fair Value
<S> <C> <C> <C> <C>
Mortgage Loans (1) $2,036,366 $2,484,010 $4,520,376 $4,406,799
Weighted average
interest rate 9.22%
LIABILITIES
Mortgage-Backed Bonds
Payable 1,989,000 2,234,000 4,223,000 4,223,000
Weighted average
interest rate 8.29%
(1) Assumes no mortgage loan prepayments.
</TABLE>
Item 8 - Financial Statements and Supplementary Data
The Financial Statements of the Company, together with the related
Notes to Financial Statements and Report of Independent Public Accountants,
are contained in the Financial Statements section included herein for the
years ended December 31, 1999 and 1998.
<PAGE>
PART III
Item 9 - Disagreements with Accountants on Accounting and Financial
Disclosure
There were no reports on Form 8-K reporting a change of accountants or
a disagreement with accountants on any matter of accounting principles or
practices on financial statement disclosure filed during the fiscal years
1999 and 1998.
Item 10 - Directors and Executive Officers of the Company
(Omitted pursuant to General Instruction I)
Item 11 - Executive Compensation
(Omitted pursuant to General Instruction I)
Item 12 - Security Ownership of Certain Beneficial Owners and Management
(Omitted pursuant to General Instruction I)
Item 13 - Certain Relationships and Related Transactions
(Omitted pursuant to General Instruction I)
<PAGE>
PART IV
Item 14 - Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) Documents list
1. Financial Statements:
- Report of Independent Public Accountants (Page 10)
- Balance Sheets as of December 31, 1999 and 1998
(Page 11)
- Statements of Income for the Years Ended
December 31, 1999, 1998 and 1997 (Page 12)
- Statements of Stockholder's Equity for the Years
Ended December 31, 1999, 1998 and 1997 (Page 13)
- Statements of Cash Flows for the Years Ended
December 31, 1999, 1998 and 1997 (Page 14)
- Notes to Financial Statements, dated as of
December 31, 1999 and 1998 (Page 15)
2. Financial Statement Schedules - None
3. Exhibits
(3) Articles of Incorporation and Bylaws of the Company
(incorporated herein by reference to exhibits 3.1
and 3.2, respectively, to the Company's Registration
Statement on Form S-11).
(4) (A) Indenture dated as of March 1, 1993, between
the Company and M&I First National Bank, West
Bend (incorporated by reference to Exhibit 4.1
to Form 8-K dated March 24, 1993).
(B) First Supplemental Indenture dated as of March
1, 1993, between the Company and M&I First
National Bank, West Bend (incorporated herein
by reference to Exhibit 4.2 to Form 8-K dated
March 24, 1993).
(C) Second Supplemental Indenture dated as of
August 1, 1994, between the Company and M&I
First National Bank, West Bend (incorporated
herein by reference to Exhibit 4.1 to Form 8-K
dated July 20, 1994).
(D) Supplemental Indenture 1-A, dated as of
November 1, 1994, between the Company and M&I
First National Bank, West Bend (incorporated
herein by reference to Exhibit 4.4 to Form
10-Q dated September 30, 1994).
(E) Third Supplemental Indenture dated as of
December 1, 1995, between the Company and M&I
First National Bank, West Bend (incorporated
herein by reference to Exhibit 4.1 to Form 8-K
dated December 1, 1995).
(10) Form of Underwriting Agreement dated March 1, 1993,
between the Company and B. C. Ziegler and Company
(incorporated by reference to Exhibit 1.1 to the
Company's Registration Statement on Form S-11).
(b) Reports on Form 8-K
None
(c) Exhibits Required by Item 601 of Regulation S-K
Included in Item (a)(3) above.
(d) Financial Statement Schedules required by Regulation S-X
None
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.
FIRST CHURCH FINANCING CORPORATION
March 28, 2000 By /s/ Scott D. Rolfs
Scott D. Rolfs
President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons in the capacities
and on the dates indicated.
Signature Title Date
/s/ Scott D. Rolfs President and Director March 28, 2000
Scott D. Rolfs (Chief Executive Officer)
/s/ Jeffrey C. Vredenbregt Secretary and Treasurer March 28, 2000
Jeffrey C. Vredenbregt (Chief Accounting Officer)
<PAGE>
INDEX TO FINANCIAL STATEMENTS
The following financial statements are referenced in Item 8:
Page
Report of Independent Public Accountants 10
Balance Sheets as of December 31, 1999 and 1998 11
Statements of Income for the Years Ended
December 31, 1999, 1998 and 1997 12
Statements of Stockholder's Equity for the Years Ended
December 31, 1999, 1998 and 1997 13
Statements of Cash Flows for the Years Ended
December 31, 1999, 1998 and 1997 14
Notes to Financial Statements, dated as of
December 31, 1999 and 1998 15
Exhibit 27 Financial Data Schedule 20
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Stockholder and Board of Directors of
First Church Financing Corporation:
We have audited the accompanying balance sheets of FIRST CHURCH
FINANCING CORPORATION (a Wisconsin corporation and a wholly owned subsidiary
of The Ziegler Companies, Inc.) as of December 31, 1999 and 1998, and the
related statements of income, stockholder's equity and cash flows for each of
the three years in the period ended December 31, 1999. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements 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 First Church
Financing Corporation as of December 31, 1999 and 1998, and the results of
its operations and its cash flows for each of the three years in the period
ended December 31, 1999, in conformity with generally accepted accounting
principles.
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin,
January 31, 2000.
<PAGE>
<TABLE>
<CAPTION>
FIRST CHURCH FINANCING CORPORATION
BALANCE SHEETS
AS OF DECEMBER 31, 1999 and 1998
1999 1998
ASSETS
<S> <C> <C>
Cash $ 8,944 $ 5,523
Assets held by trustee 216,344 224,603
Accrued interest receivable 34,697 40,864
Mortgage loans held by trustee (net of purchase
discounts of $113,577 and $149,374, respectively) 4,406,799 5,180,944
Deferred issuance costs 108,677 144,851
Tax refund due from Parent 17,708 -
Total assets $4,793,169 $5,596,785
LIABILITIES AND STOCKHOLDER'S EQUITY
Accrued interest payable $ 92,153 $ 102,955
Mortgage-backed bonds payable 4,223,000 5,046,000
Accrued income tax - 329
Total liabilities 4,315,153 5,149,284
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 207,385 176,870
Total stockholder's equity 478,016 447,501
Total liabilities and stockholder's equity $4,793,169 $5,596,785
</TABLE>
The accompanying notes to financial statements
are an integral part of these balance sheets.
<PAGE>
<TABLE>
<CAPTION>
FIRST CHURCH FINANCING CORPORATION
STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 and 1997
1999 1998 1997
<S> <C> <C> <C>
Revenues:
Interest income $452,573 $718,518 $ 949,208
Gain on liquidation of mortgage loans 23,301 117,371 38,391
Other income 12,495 26,851 25,575
Total revenues 488,369 862,740 1,013,174
Expenses:
Interest expense 374,133 617,605 822,344
Amortization of deferred issuance costs 36,174 139,841 64,854
Servicing fees 17,027 27,867 35,697
Other 14,320 24,382 25,006
Total expenses 441,654 809,695 947,901
Income before income taxes 46,715 53,045 65,273
Provision for income taxes 16,200 21,000 25,800
Net income $ 30,515 $ 32,045 $ 39,473
The accompanying notes to financial statements
are an integral part of these statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
FIRST CHURCH FINANCING CORPORATION
STATEMENTS OF STOCKHOLDER'S EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 and 1997
Additional
Common Paid-In Retained
Stock Capital Earnings Total
<S> <C> <C> <C> <C> <C> <C>
BALANCE, December 31, 1996 $1,000 $269,631 $105,352 $375,983
Net income - - 39,473 39,473
BALANCE, December 31, 1997 1,000 269,631 144,825 415,456
Net income - - 32,045 32,045
BALANCE, December 31, 1998 1,000 269,631 176,870 447,501
Net income - - 30,515 30,515
BALANCE, December 31, 1999 $1,000 $269,631 $207,385 $478,016
The accompanying notes to financial statements
are an integral part of these statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
FIRST CHURCH FINANCING CORPORATION
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 and 1997
1999 1998 1997
<S> <C> <C> <C>
Cash flows from operating activities:
Net income $ 30,515 $ 32,045 $ 39,473
Adjustments to reconcile net income to
net cash provided by operating activities:
Gain on liquidation of mortgage loans (23,301) (117,371) (38,391)
Amortization of discount on mortgage loans (12,496) (20,015) (25,573)
Amortization of deferred issuance costs 36,174 139,841 64,854
Amortization of other deferred costs - 1,256 7,536
Change in assets and liabilities:
Decrease (Increase) in -
Assets held by trustee 8,259 46,076 36,367
Accrued interest receivable 6,167 31,003 9,508
Tax refund due from Parent (17,708) 16,670 (915)
Increase (Decrease) in -
Accrued interest payable (10,802) (87,413) (38,048)
Due to affiliate - (585) (1)
Accrued income taxes payable (329) 329 -
Net cash provided by operating activities 16,479 41,836 54,810
Cash flows from investing activities:
Proceeds from -
Principal payments on mortgage loans 809,942 4,034,080 1,214,174
Net cash provided by investing activities 809,942 4,034,080 1,214,174
Cash flows from financing activities:
Payments for -
Repayment of note payable to affiliate - (35,000) (50,000)
Redemption of mortgage-backed bonds (823,000) (4,040,000) (1,219,000)
Net cash used in financing activities (823,000) (4,075,000) (1,269,000)
Net increase (decrease) in cash 3,421 916 (16)
Cash at beginning of period 5,523 4,607 4,623
Cash at end of period $ 8,944 $ 5,523 $ 4,607
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid during the period $385,000 $705,000 $860,000
Income taxes paid during the period $ 34,000 $ 4,000 $ 27,000
The accompanying notes to financial statements
are an integral part of these statements.
</TABLE>
<PAGE>
FIRST CHURCH FINANCING CORPORATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 and 1998
(1) Organization
First Church Financing Corporation (the "Company") is a limited purpose
finance company. The Company was organized to facilitate the financing
of mortgage loans on church properties. The Company is a wholly-owned
subsidiary of The Ziegler Companies, Inc. (the "Parent").
(2) Summary of Significant Accounting Policies
Mortgage loans (the "Loans") are carried at face value less unamortized
purchase discount. The purchase discount on the loans is amortized
over the life of the mortgage-backed bonds (the "Bonds") using the
bonds outstanding method which approximates the effective interest rate
method. Deferred bond issuance costs consist of underwriting
discounts. Such costs are amortized over the life of the Bonds using
the bonds outstanding method which approximates the effective interest
rate method. To the extent that the Loans are prepaid and the Bonds
are called earlier than their maturity dates, gains are recognized and
amortization of deferred issuance costs is accelerated, respectively.
Cash equivalents are defined as unrestricted short-term investments
maturing within three months of the date of purchase.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
dates of the financial statements and the reported amounts of revenues
and expenses during the reporting periods. Actual results could differ
from those estimates.
Income Taxes
The Company is included in a consolidated Federal income tax return
filed by its Parent. The consolidated tax provision is allocated among
the Parent and its subsidiaries based on their respective contributions
to consolidated taxable income.
Certain income and expense items may be accounted for in different
periods for financial reporting purposes than for income tax purposes.
If necessary, appropriate provisions are made in the Company's
financial statements for deferred income taxes in recognition of these
temporary differences.
(3) Mortgage Loans
The Loans consist of fixed-interest rate, full recourse real estate
loans evidenced by promissory notes secured by mortgages. The Loans
are generally fully amortized over a 15-year period. Prepayments may
be made under specified conditions. Principal and interest payments
received from the Loans are received by the servicer (see Note 5) and
deposited with the trustee. These funds are used to meet semiannual
interest payments on the Bonds, to reduce the outstanding principal
balance of the Bonds, and to pay operating expenses of the Company.
(4) Mortgage-Backed Bonds
The Bonds originally issued and outstanding at December 31, 1999,
consist of the following:
<TABLE>
<CAPTION>
Outstanding
Original Principal
Date of Stated Principal Amount
Series Rate Bonds Maturity Amounts at 12/31/99
<S> <C> <C> <C> <C> <C>
1 8.25% 3/1/93 3/10/08 $ 4,586,000 $1,366,000
2 8.75% 8/1/94 8/10/09 4,456,000 1,193,000
3 8.00% 12/1/95 12/10/10 4,223,000 1,664,000
$13,265,000 $4,223,000
</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 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
that 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.
In the event of default on the Loans, the Series 1 Bonds are
nonrecourse to the Company. The holders of the Series 1 Bonds may only
look to the assets securing the Bonds. The Series 2 and 3 Bonds allow
recourse against any assets of the Company that are not pledged to
secure other series of Bonds.
(5) Related Parties
B. C. Ziegler and Company, also a wholly owned subsidiary of the
Parent, is the sole underwriter for the Bonds issued by the Company.
In its capacity as underwriter, B. C. Ziegler and Company received a
fee for its services equal to four percent of the aggregate principal
amount of the Bonds offered by the Company.
Ziegler Financing Corporation, also a wholly owned subsidiary of the
Parent, is the servicer for the Loans. In its capacity as servicer,
Ziegler Financing Corporation is entitled to a monthly fee equal to
.0292% of the average outstanding principal balance of the Loans during
the preceding month.
The Parent has extended a note to the Company which allows the Company
to borrow up to $120,000 to fund its operations. Interest on such
borrowings is at a fixed rate of 8%. All amounts are due on demand.
Interest expense incurred for the year was not significant. At
December 31, 1999, 1998 and 1997, the balance of the note was
$-0-, $-0- and $35,000, respectively.
(6) Provision for Income Taxes
The provision for income taxes for the years ended December 31, 1999,
1998 and 1997, consisted of the following:
1999 1998 1997
Current Federal $12,510 $16,693 $20,360
Current state 3,690 4,307 5,440
Total $16,200 $21,000 $25,800
The following is a reconciliation of the statutory Federal income tax
rate to the effective income tax rates:
1999 1998 1997
Statutory Federal income tax rate 34.0% 34.0% 34.0%
State taxes on income, net of related
Federal income tax effect 5.2 5.6 5.5
Other (4.5) - -
34.7% 39.6% 39.5%
(7) Fair Value of Financial Instruments
Financial Accounting Standard No. 107, "Disclosure about Fair Value of
Financial Instruments" requires that the Company disclose the fair
value of financial instruments for both assets and liabilities for
which it is practicable to estimate that value. Where readily
available, quoted market prices were utilized by the Company. If
quoted market prices were not available, fair values were based on
estimates using present value or other valuation techniques. These
techniques were significantly affected by the assumptions used,
including the discount rate and estimates of future cash flows. The
calculated fair value estimates, therefore, cannot be substantiated by
comparison to independent markets and, in many cases, could not be
realized in immediate settlement of the instrument. Statement No. 107
excludes certain financial instruments and all nonfinancial instruments
from its disclosure requirements. Accordingly, the aggregate fair
value amounts presented do not represent the underlying value of the
Company.
The book values, estimated fair values and the methods and assumptions
used to estimate the fair value of the financial instruments of the
Company are reflected below as of December 31, 1999 and 1998.
Cash and Cash Equivalents
The carrying amounts reported for cash and cash equivalents approximate
the fair values for those amounts. For purposes of Statement No. 107,
funds held by trustee are considered cash and cash equivalents.
Loans
The carrying value of the loan balances approximates the fair value
which was determined based on current market rates offered on notes
with similar terms and maturities.
Bonds Payable
The carrying value of bonds payable approximates the fair value which
was determined based on current market rates offered on notes with
similar terms and maturities.
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description Page
3 Articles of Incorporation and Bylaws of the Company N/A
(incorporated herein by reference to exhibits 3.1 and 3.2,
respectively, to the Company's Registration Statement
on Form S-11).
4(A) Indenture dated as of March 1, 1993, between the Company N/A
and M&I First National Bank, West Bend (incorporated
herein by reference to Exhibit 4.1 to Form 8-K dated
March 24, 1993).
4(B) First Supplemental Indenture dated as of March 1, N/A
1993, between the Company and M&I First National
Bank, West Bend (incorporated herein by reference
to Exhibit 4.2 to Form 8-K dated March 24, 1993).
4(C) Second Supplemental Indenture dated as of August 1, N/A
1994 (incorporated herein by reference to Exhibit 4.1
to Form 8-K dated July 20, 1994).
4(D) Supplemental Indenture 1-A, dated as of November 1, N/A
1994, between the Company and M&I First National
Bank, West Bend (incorporated herein by reference to
Exhibit 4.4 to Form 10-Q dated September 30, 1994).
4(E) Third Supplemental Indenture dated as of December 1, N/A
1995, between the Company and M&I First National
Bank, West Bend (incorporated herein by reference to
Exhibit 4.1 to Form 8-K dated December 1, 1995).
10 Form of Underwriting Agreement dated March 1, 1993, N/A
between the Company and B. C. Ziegler and Company
(incorporated herein by reference to Exhibit 1.1 to
the Company's Registration Statement on Form S-11).
27 Financial Data Schedule 2
<PAGE>
EXHIBIT 27
FINANCIAL DATA SCHEDULE
<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> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999
<CASH> 8,944
<SECURITIES> 0
<RECEIVABLES> 4,406,799
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 4,793,169
<CURRENT-LIABILITIES> 0
<BONDS> 4,223,000
0
0
<COMMON> 1,000
<OTHER-SE> 477,016
<TOTAL-LIABILITY-AND-EQUITY> 4,793,169
<SALES> 0
<TOTAL-REVENUES> 488,369
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 67,521
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 374,133
<INCOME-PRETAX> 46,715
<INCOME-TAX> 16,200
<INCOME-CONTINUING> 30,515
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 30,515
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
