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 March 31, 2000
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
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 March 31, 2000 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 BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
ASSETS
<S> <C> <C>
Cash and cash equivalents $ 6,381 $ 8,944
Assets held by trustee 168,880 216,344
Accrued interest receivable 34,072 34,697
Mortgage loans held by trustee (net of
purchase discount of $108,672 and
$113,577, respectively) 4,330,577 4,406,799
Deferred issuance costs 103,130 108,677
Tax refund due from Parent 13,408 17,708
Total assets $4,656,448 $4,793,169
LIABILITIES AND STOCKHOLDER'S EQUITY
Accrued interest payable $ 69,968 $ 92,153
Mortgage-backed bonds payable 4,102,000 4,223,000
Total liabilities 4,171,968 4,315,153
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 213,849 207,385
Total stockholder's equity 484,480 478,016
Total liabilities and stockholder's equity $4,656,448 $4,793,169
</TABLE>
The accompanying notes to condensed financial statements
are an integral part of these balance sheets.
<PAGE>
FIRST CHURCH FINANCING CORPORATION
CONDENSED STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
For the Three Months Ended
March 31, March 31,
2000 1999
Revenues:
<S> <C> <C>
Interest income $106,334 $124,610
Gain on liquidation of mortgage loans 1,993 2,075
Other income 2,912 3,442
Total revenues 111,239 130,127
Expenses:
Interest expense 86,612 103,308
Amortization of deferred issuance costs 5,547 6,382
Servicing fees 3,937 4,647
Other 4,379 4,346
Total expenses 100,475 118,683
Income before income taxes 10,764 11,444
Provision for income taxes 4,300 4,500
Net income $ 6,464 $ 6,944
</TABLE>
The accompanying notes to condensed financial statements
are an integral part of these statements.
<PAGE>
FIRST CHURCH FINANCING CORPORATION
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
For the Three Months Ended
March 31, March 31,
2000 1999
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 6,464 $ 6,944
Adjustments to reconcile net income to net
cash provided by operating activities:
Gain on liquidation of mortgage loans (1,993) (2,075)
Amortization of discount on mortgage loans (2,912) (3,442)
Amortization of deferred issuance costs 5,547 6,382
Change in assets and liabilities:
Decrease (Increase) in -
Assets held by trustee 47,464 42,444
Accrued interest receivable 625 585
Tax refund due from Parent 4,300 -
Increase (Decrease) in -
Accrued interest payable (22,185) (14,623)
Due to B. C. Ziegler and Company - 1,500
Accrued income taxes payable - 3,500
Net cash provided by operating activities 37,310 41,215
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from -
Principal payments received on mortgage
loans 81,127 76,035
Net cash provided by investing activities 81,127 76,035
CASH FLOWS FROM FINANCING ACTIVITIES
Payments for -
Redemption of mortgage-backed bonds (121,000) (119,000)
Net cash used in financing activities (121,000) (119,000)
NET DECREASE IN CASH AND CASH EQUIVALENTS (2,563) (1,750)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 8,944 5,523
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 6,381 $ 3,773
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid during the period $109,000 $118,000
Income taxes paid during the period $ - $ 1,000
</TABLE>
The accompanying notes to condensed financial statements
are an integral part of these statements.
<PAGE>
NOTES TO CONDENSED FINANCIAL STATEMENTS
March 31, 2000
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 March 31, 2000, consist of the following:
<TABLE>
<CAPTION>
Outstanding
Original Principal
Date of Stated Principal Amount
Series Rate Bonds Maturity Amounts at 3/31/00
<S> <C> <C> <C> s <C> <C>
1 8.25% 3/1/93 3/10/08 $ 4,586,000 $1,292,000
2 8.75% 8/1/94 8/10/09 4,456,000 1,146,000
3 8.00% 12/1/95 12/10/10 4,223,000 1,664,000
$13,265,000 $4,102,000
</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 when prepayments occur.
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
March 31, 2000 and 1999
The Company issued no new Bonds during the first quarter of 2000 or
1999, nor does the Company plan to issue bonds in the future. A total of
$121,000 of Bonds were repaid during the first quarter of 2000 compared to
$119,000 in the first quarter of 1999. The difference in Bond repayments
during each of the quarters is primarily due to different prepayment
amounts received on the underlying Loans.
Revenues, consisting primarily of interest, were $111,000 in the
first quarter of 2000 compared to $130,000 in the first quarter of 1999.
Total expenses, consisting primarily of interest, were approximately
$100,000 in the first quarter of 2000 compared to $119,000 in the first
quarter of 1999. The decreases in revenues and expenses for the first
three months of 2000 compared to the first three months of 1999 are due to
loan repayments and bond redemptions during and between such periods. Net
income for the first quarter of 2000 was approximately $6,500 compared to
$7,000 in the first quarter of 1999.
Each series of Bonds is structured in a manner such that funds
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 received on
the Loans were approximately $81,000 in the first quarter of 2000 compared
to $76,000 in the first quarter of 1999. Ziegler Financing Corporation, a
related corporation, acts as servicer for the Loans for which it receives a
fee. Servicing fees paid Ziegler Financing Corporation were approximately
$4,000 in the first quarter of 2000 and $5,000 in the first quarter of
1999. The fee is equal to 0.0292% of the average outstanding principal
balance of the Loans during the preceding month. At March 31, 2000, there
were $4,102,000 of Bonds outstanding collateralized by $4,439,000 of Loans
at maturity value.
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.
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. The table assumes that an equal amount of Mortgage-Backed
Bonds Payable will be redeemed, as required by the indenture. Quoted
market prices were utilized by the Company where readily available. If
quoted market prices were not available, fair values were based on
estimates using present value or other valuation techniques.
Expected Maturity Dates
(In US dollars)
<TABLE>
<CAPTION>
ASSETS 2000-2004 Thereafter Total Fair Value
<S> <C> <C> <C> <C>
Mortgage Loans (1) $1,955,050 $2,484,199 $4,439,249 $4,330,577
Weighted average
interest rate 9.22%
LIABILITIES
Mortgage-Backed Bonds
Payable 1,910,000 2,192,000 4,102,000 4,102,000
Weighted average
interest rate 8.29%
(1) Assumes no prepayments.
</TABLE>
<PAGE>
PART II
Items 1 through 5.
Not applicable
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: May 12, 2000 By /s/ Scott D. Rolfs
Scott D. Rolfs
President
Dated: May 12, 2000 By /s/ Jeffrey C. Vredenbregt
Jeffrey C. Vredenbregt
Secretary and Treasurer
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
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> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> MAR-31-2000
<CASH> 6,381
<SECURITIES> 0
<RECEIVABLES> 4,330,577
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 4,656,448
<CURRENT-LIABILITIES> 0
<BONDS> 4,102,000
0
0
<COMMON> 1,000
<OTHER-SE> 483,480
<TOTAL-LIABILITY-AND-EQUITY> 4,656,448
<SALES> 0
<TOTAL-REVENUES> 111,239
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 13,863
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 86,612
<INCOME-PRETAX> 10,764
<INCOME-TAX> 4,300
<INCOME-CONTINUING> 6,464
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,464
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
