SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
----- EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2001
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
----- EXCHANGE ACT OF 1934
Commission File Number 0-23972
AMERICAN MORTGAGE ACCEPTANCE COMPANY
------------------------------------
(Exact name of registrant as specified in its charter)
Massachusetts 13-6972380
------------------------------- ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
625 Madison Avenue, New York, New York 10022
-------------------------------------- -----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212)421-5333
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
--- ---
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
AMERICAN MORTGAGE ACCEPTANCE COMPANY AND SUBSIDIARIES
Consolidated Balance Sheets
------------ ------------
JUNE 30, DECEMBER 31,
2001 2000
------------ ------------
(UNAUDITED)
ASSETS
Investments in mortgage loans $ 25,938,405 $ 32,564,679
Investments in GNMA certificates-
available for sale 40,309,471 5,851,219
Investment in ARCap 20,232,637 20,041,733
Investment in unconsolidated subsidiary 0 1,149,182
Cash and cash equivalents 12,320,002 1,632,652
Note receivable 2,837,439 8,677,843
Accrued interest receivable 514,517 680,728
Other assets 666,248 576,223
------------ ------------
Total assets $102,818,719 $ 71,174,259
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Repurchase facilities payable $ 45,099,616 $ 12,655,940
Accrued interest payable 51,749 27,850
Deferred income 709,925 735,946
Accounts payable and accrued expenses 295,609 278,760
Due to Advisor and affiliates 324,926 1,008,387
Distributions payable 1,391,503 1,391,503
------------ ------------
Total liabilities 47,873,328 16,098,386
------------ ------------
Commitments and contingencies
Shareholders' equity:
Shares of beneficial interest; $.10 par value;
12,500,000 shares authorized; 4,213,826 issued
and 3,838,630 outstanding 421,383 421,383
Treasury shares of beneficial interest;
375,196 shares (37,520) (37,520)
Additional paid-in capital 68,840,500 68,840,500
Distributions in excess of net income (14,354,146) (14,126,317)
Accumulated other comprehensive gain (loss) 75,174 (22,173)
------------ ------------
Total shareholders' equity 54,945,391 55,075,873
------------ ------------
Total liabilities and shareholders' equity $102,818,719 $ 71,174,259
============ ============
See accompanying notes to financial statements
2
AMERICAN MORTGAGE ACCEPTANCE COMPANY AND SUBSIDIARIES
Consolidated Statements of Income
(Unaudited)
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
--------------------- ----------------------
2001 2000 2001 2000
--------------------- ----------------------
Revenues:
Interest income:
Mortgage loans $1,018,687 $ 356,405 $1,906,939 $ 847,805
GNMA certificates 378,929 118,630 494,553 238,261
Commercial mortgage-
backed security-related
investment 0 956,530 0 1,907,192
Note receivable 61,626 0 106,939 0
Temporary investments 9,782 674,520 26,761 1,221,624
Equity in earnings of ARCap 591,781 0 1,183,781 0
Other income 24,719 0 30,786 0
--------------------- ----------------------
Total revenues 2,085,524 2,106,085 3,749,759 4,214,882
--------------------- ----------------------
Expenses:
Interest 361,382 903,614 637,007 1,812,721
General and administrative 289,756 271,101 527,534 603,321
Amortization 10,357 40,450 30,041 54,101
--------------------- ----------------------
Total expenses 661,495 1,215,165 1,194,582 2,470,143
--------------------- ----------------------
Other gain (loss):
Net gain (loss) on repayments
of GNMA certificates and
mortgage loans 0 (6,077) 0 80,362
Net loss on commercial mortgage-
backed security-related
investment and government
securities sold short 0 (253,735) 0 (710,777)
--------------------- ----------------------
Total other gain (loss) 0 (259,812) 0 (630,415)
--------------------- ----------------------
Net income $1,424,029 $ 631,108 $2,555,177 $1,114,324
===================== ======================
Net income per share
(basic and diluted) $ .37 $ .16 $ .67 $ .29
===================== ======================
Weighted average
shares outstanding
(basic and diluted) 3,838,630 3,838,630 3,838,630 3,838,630
===================== ======================
See accompanying notes to financial statements
3
AMERICAN MORTGAGE ACCEPTANCE COMPANY AND SUBSIDIARIES
Consolidated Statement of Changes in Shareholders' Equity
(Unaudited)
TREASURY SHARES OF ADDITIONAL
SHARES OF BENEFICIAL INTEREST BENEFICIAL INTEREST PAID-IN
--------------------------- -------------------- -----------
SHARES AMOUNT SHARES AMOUNT CAPITAL
--------- -------- -------- -------- -----------
Balance at January 1, 2001 4,213,826 $421,383 (375,196) $(37,520) $68,840,500
Comprehensive income:
Net income 0 0 0 0 0
Other comprehensive income:
Net unrealized gain on first mortgage
bonds:
Net unrealized holding gain arising
during the period
Comprehensive income
Distributions 0 0 0 0 0
--------- -------- -------- -------- -----------
Balance at June 30, 2001 4,213,826 $421,383 (375,196) $(37,520) $68,840,500
========= ======== ======== ======== ===========
ACCUMULATED
DISTRIBUTIONS OTHER
IN EXCESS COMPREHENSIVE COMPREHENSIVE
OF NET INCOME INCOME INCOME (LOSS) TOTAL
------------- ------------- ------------- -----------
Balance at January 1, 2001 $(14,126,317) $(22,173) $55,075,873
Comprehensive income:
Net income 2,555,177 $2,555,177 0 2,555,177
Other comprehensive income:
Net unrealized gain on first mortgage
bonds:
Net unrealized holding gain arising
during the period 97,347 97,347 97,347
----------
Comprehensive income $2,652,524
==========
Distributions (2,783,006) 0 (2,783,006)
------------ -------- -----------
Balance at June 30, 2001 $(14,354,146) $ 75,174 $54,945,391
============ ======== ===========
See accompanying notes to financial statements.
4
AMERICAN MORTGAGE ACCEPTANCE COMPANY AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
------------------------------
SIX MONTHS ENDED
JUNE 30,
------------------------------
2001 2000
------------ ------------
Cash flows from operating activities:
Net income $ 2,555,177 $ 1,114,324
Adjustments to reconcile net income to net
cash provided by operating activities:
Gain on commercial mortgage-backed
security-related investment 0 (297,576)
Loss on government securities sold short 0 1,008,353
Net gain on repayments of GNMA certificates
and mortgage loans 0 (80,362)
Equity in earnings of ARCap, in excess of
distributions received (190,904) 0
Amortization - deferred financing costs 30,041 54,101
Amortization expense-loan premium and
origination costs 3,217 103,837
Accretion of GNMA discount (10,982) (11,240)
Accretion of deferred income (26,021) (3,858)
Accretion of discount on commercial
mortgage-backed security-related investment 0 (299,903)
Amortization of deferred costs relating to
the CMBS-related investment 0 5,502
Purchase of government security 0 (37,299,201)
Government security sold short 0 33,541,350
Changes in operating assets and liabilities:
Deposit with broker as collateral for security
sold short 0 2,703,421
Accrued interest receivable 166,211 482,208
Other assets 5,590 (86,126)
Due to Advisor and affiliates (674,294) (97,370)
Accounts payable and accrued expenses 16,849 75,385
Accrued interest payable 23,899 439,563
Deferred costs relating to the CMBS-related
investment 0 (53,139)
------------ ------------
Net cash provided by operating activities 1,898,783 1,299,269
------------ ------------
Cash flows from investing activities:
Increase in investment in mortgage loans (19,622,200) (9,302,732)
Proceeds from repayments of mortgage loans 0 10,040,284
Periodic principal payments of mortgage loans 133,815 0
Increase in note receivable (1,423,689) 0
Principal repayments of GNMA Certificates 165,628 3,823,910
Costs relating to repayment of mortgage loan 0 (51,166)
Increase in other assets (83,160) (35,693)
------------ ------------
Net cash (used in) provided by investing activities (20,829,606) 4,474,603
------------ ------------
See accompanying notes to financial statements
5
AMERICAN MORTGAGE ACCEPTANCE COMPANY AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
(continued)
---------------------------------
SIX MONTHS ENDED
JUNE 30,
---------------------------------
2001 2000
------------ ----------
Cash flows from financing activities:
Proceeds from repurchase facilities payable 32,443,676 1,594,000
Repayments of repurchase facilities payable 0 (1,097,000)
Distribution paid to shareholders (2,783,007) (2,783,008)
Increase in deferred loan costs (42,496) (143,742)
------------ ----------
Net cash provided by (used in) financing
activities 29,618,173 (2,429,750)
------------ ----------
Net increase in cash and cash
equivalents 10,687,350 3,344,122
Cash and cash equivalents at the beginning
of the period 1,632,652 3,802,298
------------ ----------
Cash and cash equivalents at the end of the
period $ 12,320,002 $7,146,420
============ ==========
Supplemental information:
Interest paid $ 613,108 $1,373,158
============ ==========
Conversion of FHA mortgage loans to
GNMA certificates:
Investment in GNMA certificates $(34,515,534)
Decrease in investment in mortgage loans 34,515,534
------------
$ 0
============
Consolidation of former unconsolidated
subsidiary:
Increase in investment in mortgage loans $ 8,353,294
Decrease in notes receivable (7,264,092)
Decrease in investment in unconsolidated
subsidiary (1,089,202)
------------
$ 0
============
See accompanying notes to financial statements
6
AMERICAN MORTGAGE ACCEPTANCE COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 2001
(Unaudited)
Note 1 - General
American Mortgage Acceptance Company (formerly American Mortgage Investors
Trust) (the "Company") was formed on June 11, 1991 as a Massachusetts
business trust for the primary purpose of investing in government-insured
mortgages and guaranteed mortgage-backed certificates. The Company elected to
be treated as a real estate investment trust ("REIT") under the Internal
Revenue Code of 1986, as amended.
On April 6, 1999, the Company received the necessary consent from its
shareholders to approve proposals (the "Proposals") to, among other things,
restructure the Company from a closed-ended, finite-life REIT to a publicly
traded, open-ended, infinite-life operating REIT. In addition to
restructuring the Company, the Proposals, among other matters, permit the
Company to modify its investment objectives, to incur a specified amount of
indebtedness and to list the Company's shares on a national exchange.
Effective April 26, 1999, upon authorization by the Board of Trustees, the
Company's name was changed from American Mortgage Investors Trust to American
Mortgage Acceptance Company.
The Company's business plan focuses on three types of mortgage products: 1)
origination of participating FHA insured multifamily mortgages, 2)
origination of construction and permanent mortgage financing for affordable
multifamily housing pursuant to a new venture with Federal National Mortgage
Association ("Fannie Mae"), and 3) acquisition of direct and indirect
subordinated interests in commercial mortgage-backed securities.
The Company had been governed by a board of trustees comprised of two
independent trustees and one trustee who is affiliated with Related Capital
Company ("Related"), a nationwide, fully integrated real estate financial
services firm. Effective June 12, 2001, at its annual meeting, the Company
added two additional trustees, one an independent trustee, the other an
affiliate of Related, bringing the total number of trustees to five. The
Company has engaged Related AMI Associates, Inc. (the "Advisor"), an
affiliate of Related, to manage its day-to-day affairs.
The consolidated financial statements include the accounts of the Company and
two wholly owned subsidiaries which it controls: AMAC Repo Seller and
(effective January 2001) AMAC/FM Corporation. All intercompany accounts and
transactions have been eliminated in consolidation. Unless otherwise
indicated, the "Company" as hereinafter used, refers to American Mortgage
Acceptance Company and its subsidiaries.
The consolidated financial statements of the Company have been prepared
without audit. In the opinion of management, the financial statements contain
all adjustments (consisting of only normal recurring adjustments) necessary
to present fairly the financial position of the Company as of June 30, 2001
and the results of its operations and its cash flows for the three and six
months ended June 30, 2001 and 2000. However, the operating results for the
interim periods may not be indicative of the results for the full year.
Certain information and footnote disclosures normally included in annual
financial statements prepared in accordance with accounting principles
generally accepted in the United States of America ("GAAP") have been
condensed or omitted. It is suggested that these financial state-
7
AMERICAN MORTGAGE ACCEPTANCE COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 2001
(Unaudited)
ments should be read in conjunction with the financial statements and notes
thereto included in the Company's Form 10-K for the year ended December 31,
2000.
The preparation of financial statements in conformity with GAAP requires the
Advisor to make estimates and assumptions that affect the reported amounts of
assets and liabilities and the disclosure of contingent assets and
liabilities at the date of the financial statements as well as the reported
amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates.
SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities"
establishes accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts, and for
hedging activities. It was implemented by the Company on January 1, 2001.
Because the Company does not utilize derivatives, implementation of this
statement did not have a material effect on the Company's financial
statements.
In July 2001, the Financial Accounting Standards Board issued Statement No.
141, "Business Combinations (SFAS 141) and Statement No. 142, "Goodwill and
Other Intangible Assets" (SFAS 142). These statements establish new standards
for accounting and reporting for business combinations and for goodwill and
intangible assets resulting from business combinations. SFAS 141 applies to
all business combinations initiated after June 30, 2001; the Company is
required to implement SFAS 142 on January 1, 2002. Management believes that
implementation of these statements will not have a material impact on the
Company's financial statements.
Certain prior year amounts have been reclassified to conform to the current
year presentation.
8
AMERICAN MORTGAGE ACCEPTANCE COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 2001
(Unaudited)
Note 2 - Investments in Mortgage Loans
Information relating to investments in mortgage loans as of June 30, 2001 and
December 31, 2000 is as follows:
BASE
INTEREST AMOUNTS ADVANCED
RATE ON -----------------------------------------
FINAL MORTGAGE NON-INTEREST
DATE OF MA- LOAN ADDITIONAL BEARING TOTAL
DESCRIP INVEST- TURITY (HUD PARTICIPATION INTEREST MORTGAGE ADDITIONAL AMOUNTS
PROPERTY -TION MENT DATE INSURED) RATES (C) RATE LOANS LOANS ADVANCED
-------- ------ ------- ------ -------- ------------- --------- ----------- -------------- -----------
Columbiana 204 4/94 8/29 7.90% 25%/- 0.778% $ 9,106,099 $ 563,000 $ 9,669,099
Lakes Apts. Apt.
Columbia, Units (A) (B)
SC
Stony Brook 125 12/95 6/37 7.75% 1.378% 8,500,000 763,909 9,263,909
Village II Apt.
Apts. Units (A)
East Haven,
CT
Hollows 184 4/00 1/42 7.875% 50%/25% 1.4482% (D) 1,549,200 1,549,200
Apts. Apt.
Greenville, Units
NC
Elmhurst 313 6/00 1/42 8.00% 50%/25% 1.3232% (D) 2,874,000 2,874,000
Village Apt.
Oveida, FL Units
Reserve at 212 8/00 12/41 8.00% 50%/25% 1.202% (D) 1,987,000 1,987,000
Autumn Apt.
Creek Units
Friends-
wood, TX
Plaza at 132 6/01 6/11 (E) 50%/50% 2.1735% 975,000 975,000
San Apt. (E)
Jacinto Units
La Porte, TX
-----------------------------------------
Total $17,606,099 $8,712,109 $26,318,208
=========================================
INTEREST
EARNED LESS
BALANCE AT BALANCE AT BY THE 2001 NET
JUNE DECEMBER COMPANY AMOR- INTEREST
PROPERTY 30, 2001 31, 2000 FOR 2001 TIZATION EARNED
-------- ----------- ----------- ---------- ---------- ----------
Columbiana $ 9,495,686 $ 9,563,501 $ 558,053 $ (44,779) $ 513,274
Lakes Apts.
Columbia,
SC
Stony Brook 9,057,519 748,665 377,143 (44,440) 332,703
Village II
Apts.
East Haven,
CT
Hollows 1,549,200 5,113,264 201,917 8,656 210,573
Apts.
Greenville,
NC
Elmhurst 2,874,000 10,568,310 522,167 14,905 537,072
Village
Oveida, FL
Reserve at 1,987,000 6,570,939 310,856 2,461 313,317
Autumn
Creek
Friends-
wood, TX
Plaza at 975,000
San
Jacinto
La Porte, TX
----------------------------------------------------------------------------------
Total $25,938,405 $32,564,679 $1,970,136 $ (63,197) $1,906,939
==================================================================================
9
AMERICAN MORTGAGE ACCEPTANCE COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 2001
(Unaudited)
(A) The Mortgages have terms of 40 years, subject to mandatory prepayment at
any time after 10 years and upon one year's notice.
(B) Pledged as collateral in connection with a secured credit repurchase
facility with Nomura Asset Capital Corporation (See Note 5).
(C) In addition to the interest due at the base and additional interest
rates, the Company is entitled to participation in certain cash flows from
the underlying properties. The first percentage listed represents the
Company's participation in cash flows remaining, if any, after payment of
debt service: the second represents the Company's participation in sale or
refinancing proceeds.
(D) Effective 5/29/01 , 6/28/01 and 6/28/01, the mortgage loans for the
Hollows Apartments, Elmhurst Village and Reserve at Autumn Creek,
respectively, were converted to GNMA certificates.
(E) The first mortgage loan for San Jacinto was underwritten by the Company,
then funded by an unaffiliated third party. The Company has funded the
additional equity loan for an amount of $975,000 and committed to fund an
additional $275,000. The first mortgage bears interest at 7.125% per annum,
is insured by HUD, and has a term of 40 years.
10
AMERICAN MORTGAGE ACCEPTANCE COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 2001
(Unaudited)
Note 3 - Investments in GNMA Certificates-Available for Sale
Information relating to investments in GNMA certificates as of June 30, 2001
and December 31, 2000 is as follows:
ACCUM-
DATE ORIGINAL ULATED
PURCHASED PURCHASE AMORTI-
/FINAL STATED PRICE PRINCIPAL DISCOUNT ZATION
CERTIFICATE PAYMENT INTEREST INCLUDING AT JUNE AT JUNE AT JUNE
SELLER NUMBER DATE RATE DISCOUNT 30, 2001 30, 2001 30, 2001
------ ----------- --------- -------- ---------- --------- --------- --------
GNMA Certificates
-----------------
Bear Stearns 0355540 7/27/94 7.125% $ 2,407,102 $ 2,503,354 $(231,560) $135,405
3/15/29
Malone Mortgage 0382486 7/28/94 8.500% 2,197,130 2,116,243 (7,935) 4,844
8/15/29
SunCoast Capital Group, Ltd. G22412 6/23/97 7.000% 1,981,566 1,049,856 (6,890) 6,124
4/20/27
Hollows Apts. 511908 5/29/01 7.620% 8,002,108 8,002,108 0 0
7/15/02
Elmhurst Village 549390 6/28/01 7.745% 16,717,335 16,717,335 0 0
4/15/04
Reserve at Autumn Creek 448747 6/28/01 7.745% 9,796,091 9,796,091 0 0
7/15/02
-------------------------------------------------
Total $41,101,332 $40,184,987 $(246,385) $146,373
=================================================
UNREALIZED INTEREST
LOAN GAIN EARNED
ORIGINATION (LOSS)AT BALANCE BALANCE BY THE NET
COSTS AT JUNE JUNE AT JUNE AT DECEMBER COMPANY 2001 INTEREST
SELLER 30, 2001 30, 2001 30, 2001 31, 2000 FOR 2001 ACCRETION EARNED
------ ------------- --------- ----------- ----------- -------- --------- ---------
GNMA Certificates
-----------------
Bear Stearns $ 77,448 $ (2,479) $ 2,482,168 $2,498,175 $ 89,444 $ 9,811 $ 99,255
Malone Mortgage 71,874 (18,078) 2,166,948 2,159,906 90,152 351 90,503
SunCoast Capital Group, Ltd. 0 33,402 1,082,492 1,193,138 38,802 820 39,622
Hollows Apts. 0 (15,916) 7,986,192 0 94,051 0 94,051
Elmhurst Village 0 28,713 16,746,048 0 107,896 0 107,896
Reserve at Autumn Creek 0 49,532 9,845,623 0 63,226 0 63,226
-----------------------------------------------------------------------------------
Total $149,322 $75,174 $40,309,471 $5,851,219 $483,571 $10,982 $494,553
===================================================================================
11
AMERICAN MORTGAGE ACCEPTANCE COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 2001
(Unaudited)
The amortized cost, unrealized gain and fair value for the investment in GNMA
Certificates at June 30, 2001 and December 31, 2000 were as follows:
JUNE 30, DECEMBER 31,
2001 2000
----------- ----------
Amortized cost $40,234,297 $5,873,392
Gross unrealized gain (loss) 75,174 (22,173)
----------- ----------
Fair Value $40,309,471 $5,851,219
=========== ==========
Note 4 - Commercial Mortgage-Backed Security-Related Investment and Short
Sale; Investment in ARCap
On September 30, 1999, the Company acquired from ARCap a "BB+" rated
subordinated commercial mortgage-backed security ("CMBS") from a Chase
Manhattan Bank-First Union Nation Bank Commercial Mortgage Trust. The CMBS
investment, which was purchased for $35,622,358, had a face amount of
$50,399,711 and an annual coupon rate of 6.4%. The Company purchased the CMBS
investment using cash and debt provided through the Bear Stearns Repurchase
Facility (see Note 5). In connection with this acquisition, the Company
entered into an agreement (the "Agreement") with ARCap. Under the Agreement,
the Company had the right to sell the CMBS investment to ARCap and purchase a
preferred equity position in ARCap, all based on the then fair value of the
CMBS investment.
This investment was accounted for as a trading asset and carried at estimated
fair value, with changes in fair value included in earnings. Interest income
was accrued as it became receivable, and included accretion of discounts,
computed using the effective yield method, after considering estimated
prepayments and credit losses. The Company recognized gains on this
investment totaling $297,577 during the six months ended June 30, 2000 due to
mark-to-market adjustments.
On September 30, 1999, in order to mitigate the potential income statement
effect of changes in the fair value of its CMBS investment caused by changes
in interest rates, the Company entered into a short sale involving the sale
of a U.S. Treasury Note with a face amount of $39,327,000 and an annual
coupon rate of 5.625% borrowed from Bear Stearns & Co., Inc. ("Bear
Stearns"). On March 16, 2000, the Company replaced the borrowed security by
purchasing such security through Bear Stearns, and entered into an additional
short sale contract involving the sale of a U.S. Treasury Note with a face
amount of $34,512,000 and an annual coupon rate of 6.0% borrowed from Bear
Stearns. On November 1, 2000, the Company terminated the short sale in
connection with its sale of the associated CMBS investment. Short sale
positions were carried at estimated fair value, with changes in fair value
included in earnings. The Company recognized losses on these positions
totaling $1,008,353 during the six months ended June 30, 2000 due to
mark-to-market adjustments.
On November 1, 2000, the Company, in accordance with the Agreement, sold the
CMBS investment to ARCap and repaid its borrowing under the Bear Stearns
Repurchase Facility (see Note 5), closed out its short sales position and
purchased a preferred equity interest in ARCap in the face amount of
$20,000,000, with a preferred dividend rate of 12%. This preferred equity
interest was recorded at $19,640,637, representing the fair value of the CMBS
investment at the date of the transaction, less the Bear Stearns Repurchase
Facility repayment plus approximately $3.5 million in cash paid to ARCap.
12
AMERICAN MORTGAGE ACCEPTANCE COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 2001
(Unaudited)
NOTE 5 - Repurchase Facilities
On September 30, 1999, the Company entered into a repurchase facility with
Bear Stearns (the "Bear Stearns Repurchase Facility"), whereby Bear Stearns
advanced $19,568,000 in cash towards the purchase of a CMBS-related
investment (see Note 4). The Bear Stearns Repurchase Facility had a variable
interest rate based on the one-month LIBOR rate plus 1.5%, which was adjusted
on the first day of each month. The Bear Stearns Repurchase Facility was
repaid November 1, 2000 in connection with the CMBS sale discussed above.
Effective February 15, 2000, the Company entered into a $60 million FHA
repurchase facility with Nomura Asset Capital Corporation (the "Nomura
Repurchase Facility") with a term of 1 year. This agreement enables the
Company to borrow up to 90% with a qualified hedge or 80% without a qualified
hedge of the fair market value of FHA loans owned by the Company. The Nomura
Repurchase Facility was renewed February 15, 2001 for $40 million, with a one
time option to increase to $60 million, a one year term and interest at LIBOR
plus 1.25%. As of June 30, 2001 and December 31, 2000, $6,721,616 and
$7,138,940, respectively, were outstanding under The Nomura Repurchase
Facility and interest rates were 5.00% and 7.87%, respectively. Deferred
costs relating to the Nomura Repurchase Facility are being amortized using
the straight-line method over 364 days, which is the term of the facility.
Effective February 15, 2000, the Company entered into a repurchase facility
with Nomura Securities International Inc. (the "Nomura Securities Repurchase
Facility"). This agreement enables the Company to borrow up to 95% of the
fair market value of qualified mortgage securities owned by the Company.
Borrowings bear interest at LIBOR plus 0.50%. As of June 30, 2001 and
December 31, 2000, the amount outstanding under this facility was $38,378,000
and $5,517,000 and interest rates were 4.26% and 7.12%, respectively.
Deferred costs of $101,169 relating to the Nomura Securities Repurchase
Facility are being amortized using the straight-line method over five years.
As of June 30, 2001, all GNMA certificates owned by the Company were pledged
as collateral.
NOTE 6 - Related Party Transactions
The costs incurred to related parties for the three and six months ended June
30, 2001 and 2000 were as follows:
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------ -------------------
2001 2000 2001 2000
-------- -------- -------- --------
Expense reimbursement $110,935 $ 73,327 $171,935 $188,973
Asset management fees 67,333 108,158 124,380 230,102
-------- -------- -------- --------
$178,268 $181,485 $296,315 $419,075
======== ======== ======== ========
Note 7 - Earnings Per Share
Basic net income per share in the amount $. 37 and $.16 and $.67 and $.29 for
the three and six months ended June 30, 2001 and 2000, respectively, equals
net income for the periods ($1,424,029 and $631,108 and $2,555,177 and
$1,114,324, respectively), divided by the weighted average number of shares
outstanding which was 3,838,630 for each period.
13
AMERICAN MORTGAGE ACCEPTANCE COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 2001
(Unaudited)
Because the Company had no dilutive securities outstanding during the three
and six months ended June 30, 2001 or 2000, diluted net income per share is
the same as basic net income per share.
Note 8 - Commitments and Contingencies
The Company completed a loan venture with Fannie Mae which has agreed to
fully fund the origination of $250 million of Delegated Underwriter and
Servicer loans for apartment properties that qualify for low income housing
tax credits under Section 42 of the Internal Revenue Code (see Note 9). Under
the loan venture, the Company will originate and contract for individual
loans of up to $6 million dollars each over a two-year period and will work
with American Property Financing, which will underwrite and service the loans
for Fannie Mae. Each property in the transaction will benefit from 9% low
income housing tax credits for no less than 90% of its units. The Company
will guaranty a first loss position of up to 10% of the pool of $250 million
and will receive guaranty, loan origination and other fees. As of June 30,
2001, the Company had originated loans totaling approximately $8.9 million
under this program.
Note 9 - Investment in Unconsolidated Subsidiary and Note Receivable
The Company has entered into an agreement with Fannie Mae whereby the Company
will provide first loss protection ("First Loss Obligation") on certain loans
funded by Fannie Mae pursuant to a Master Financing and Loss Sharing
Agreement. Through a consolidated subsidiary, AMAC/FM Corporation
("AMAC/FM"), and pursuant to a Guaranty and Security Agreement with Fannie
Mae, the payment of the First Loss Obligation is guaranteed and secured by
AMAC/FM's pledge and grant to Fannie Mae of a security interest on certain
assets of AMAC/FM.
AMAC/FM was capitalized by a contribution by the Company to AMAC/FM of the
mortgage loan secured by Stony Brook Village II Apartments with a principal
amount of $8,404,092. This contribution was recorded by AMAC/FM as a
$7,264,093 loan from the Company via a subordinated promissory note, with a
stated interest rate of 7.75% and a $1,140,000 capital contribution through
the issuance of AMAC/FM non-voting common stock. During 2000, the Company
accounted for its $1,140,000 investment in AMAC/FM under the equity method of
accounting, because all of AMAC/FM's voting common shares were held by the
Advisor and, therefore, the Company did not control AMAC/FM.
During January 2001, all of the voting common stock of AMAC/FM, previously
owned by the Advisor, was purchased by the Company, the effect of which is to
make AMAC/FM a wholly owned, consolidated subsidiary of the Company. This
change was due to the REIT Modernization Act of 1999, allowing REITS to
directly own taxable REIT subsidiaries, beginning after the year 2000.
14
AMERICAN MORTGAGE ACCEPTANCE COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 2001
(Unaudited)
Note 10 - Subsequent Events.
During July 2001, the Company repaid approximately $6,500,000 of its
borrowings under the Nomura Repurchase Facility. This repayment was made from
funds received from increased borrowings under the Nomura Securities
Repurchase Facility against the GNMA certificates, which were recently
converted from FHA mortgage loans.
In August 2001, a distribution of $1,391,503, which was declared in June
2001, was paid to the shareholder for the quarter ended June 30, 2001.
15
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
LIQUIDITY AND CAPITAL RESOURCES
Effective April 26, 1999, upon authorization by the Board of Trustees, the
Company's name was changed from American Mortgage Investors Trust to American
Mortgage Acceptance Company. The Company's shares of beneficial interest (the
"Shares") commenced trading on the American Stock Exchange on July 1, 1999
under the symbol "AMC". As of June 30, 2001, there were 3,838,630 Shares
outstanding.
The Company's business plan as a publicly traded REIT focuses on three types
of mortgage products: 1) origination of participating FHA insured multifamily
mortgages, 2) origination of construction and permanent mortgage financing
for affordable multifamily housing pursuant to a new venture with Federal
National Mortgage Association ("Fannie Mae"), and 3) acquisition of direct
and indirect subordinated interests in commercial mortgage-backed securities.
As of June 30, 2001, the Company's mortgage investments consisted of two
mortgage loans and six equity loans originated by or on behalf of the
Company, six GNMA mortgage-backed securities and pass-through certificates
and a preferred equity investment in ARCap Investors, L.L.C. ("ARCap").
During the three months ended June 30, 2001, the Company converted three
mortgage loans (Hollows Apartments, Elmhurst Village, and Reserve at Autumn
Creek) to GNMA mortgage backed securities. This action was completed to take
advantage of the lower interest costs and higher leverage available under the
Nomura Securities Repurchase Facility (see note 5). This conversion resulted
in an additional $11,000,000 in borrowings. Approximately $6,500,000 was used
to repay borrowings under the Nomura Repurchase Facility during July 2001.
The remaining $4,500,000 will be used for further investments.
The Company is still in the process of implementing its new business plan
and, therefore, the current portfolio should not be considered indicative of
the composition of the portfolio that might be expected in the future.
During the six months ended June 30, 2001, cash and cash equivalents
increased approximately $10,687,000 primarily due to cash provided by
financing activities ($29,618,000), principal repayments of GNMA certificates
($166,000), and cash provided by operating activities ($1,899,000), offset by
investments in mortgage loans ($19,622,000) and distributions to shareholders
($2,783,000).
The yield on the GNMA Certificates will depend, in part, upon the rate and
timing of principal prepayments on the underlying mortgages in the asset
pool. Generally, as market interest rates decrease, mortgage prepayment rates
increase and the market value of interest rate sensitive obligations like the
GNMA Certificates increases. As market interest rates increase, mortgage
prepayment rates tend to decrease and the market value of interest rate
sensitive obligations like the GNMAs tends to decrease. The effect of
prepayments on yield is greater the earlier a prepayment of principal is
received. Certain of the Company's GNMAs are collateralized by mortgage loans
on multifamily properties; these loans are generally less subject to
prepayment.
The yield on the mortgage loans will depend, in part, on when, and if, the
Company disposes of the mortgage loans prior to maturity or the obligor fully
repays the outstanding debt. The mortgage loans have fixed interest rates,
the base amount of which is insured by HUD, resulting in a minimal amount of
interest rate risk. The effect of prepayments on yield is greater the
16
earlier a prepayment of principal is received. Due to the uncertainty of
future economic and other factors that affect interest rates and mortgage
prepayments, it is not possible to predict the effects of future events upon
the yield to maturity or the market value of the mortgage loans upon any sale
or other disposition or whether the Company, if it chose to, would be able to
reinvest proceeds from prepayments at favorable rates relative to the current
mortgage loan rates.
The Company's equity in the earnings of ARCap will generally be equal to the
Company's preferred equity dividend rate of 12%, unless ARCap does not have
earnings and cash flows adequate to meet this dividend requirement. ARCap's
investment portfolio consists of subordinated commercial mortgage backed
securities, whose yields depend, among other things, on the rate and timing
of principal payments, the pass through rate, interest rate fluctuations and
defaults on the underlying mortgages. The Company's investment in ARCap is
illiquid and its carrying amount is not necessarily representative of the
amount the Company would receive upon a sale of this investment.
Effective February 15, 2000, the Company entered into a $60 million FHA
repurchase facility with the Nomura Asset Capital Corporation (the "Nomura
Repurchase Facility"), with a term of one year. This agreement enables the
Company to borrow up to 90% with a qualified hedge or 80% without a qualified
hedge of the fair market value of FHA loans owned by the Company. The Nomura
Repurchase Facility was renewed February 15, 2001, for $40 million, with a
one time option to increase to $60 million, a one year term, and interest at
LIBOR plus 1.25%. As of June 30, 2001 and December 31, 2000, $6,721,616 and
$7,138,940, respectively, were outstanding under The Nomura Repurchase
Facility. During July 2001, the Company repaid approximately $6,500,000 using
proceeds from additional borrowings under the Nomura Securities Repurchase
Facility which became available upon the conversion of FHA mortgage loans to
GNMA certificates discussed earlier.
Effective February 15, 2000, the Company entered into a repurchase facility
with Nomura Securities International Inc. (the "Nomura Securities Repurchase
Facility"). This agreement enables the Company to borrow up to 95% of the
fair market value of qualified mortgage securities owned by the Company.
Borrowings bear interest at LIBOR plus 0.50%. As of June 30, 2001 and
December 31, 2000, the amount outstanding under this facility was $38,378,000
and $5,517,000 and interest rates were 4.26% and 7.12%, respectively.
In order to qualify as a REIT under the Code, the Company must, among other
things, distribute at least 90% of its taxable income. The Company believes
that it is in compliance with the REIT-related provisions of the Code.
The Company expects that cash generated from the Company's investments will
meet its needs for short-term liquidity, and will be sufficient to pay all of
the Company's expenses and to make distributions to its shareholders in
amounts sufficient to retain the Company's REIT status in the foreseeable
future.
The Company completed a loan venture with Fannie Mae which has agreed to
fully fund the origination of $250 million of Delegated Underwriter and
Servicer loans for apartment properties that qualify for low income housing
tax credits under Section 42 of the Internal Revenue Code. Under the
transaction, the Company will originate and contract for individual loans of
up to $6 million dollars each over a two-year period and will work with
American Property Financing, which will underwrite and service the loans for
Fannie Mae. Each property in the transaction will benefit from 9% low income
housing tax credits for no less than 90% of its units. The Company will
guaranty a first loss position of up to 10% of the pool of $250 million and
will receive guaranty, loan origination and other fees. As of June 30, 2001,
the Company has loans totaling approximately $8.9 million under this program.
17
In August 2001, a distribution of $1,391,503, which was declared in June
2001, was paid to the shareholders for the quarter ended June 30, 2001.
Management is not aware of any trends or events, commitments or
uncertainties, which have not otherwise been disclosed that will or are
likely to impact liquidity in a material way.
RESULTS OF OPERATIONS
The net income for the three and six months ended June 30, 2001 and 2000 was
$1,424,029 and $631,108 and $2,555,177 and $1,114,324, respectively. The
total of the annual operating expenses of the Company may not exceed the
greater of (i) 2% of the Average Invested Assets of the Company or (ii) 25%
of the Company's net income, unless such excess is approved by the
Independent Trustees. On an annualized basis, there was no such excess for
the six months ended June 30, 2001 and 2000.
Interest income from mortgage loans increased approximately $662,000 and
$1,059,000 for the three and six months ended June 30, 2001 as compared to
2000 primarily due to interest earned on the additional principal advances to
Elmhurst Village, Autumn Creek and The Hollows prior to their conversion to
GNMA certificates, partially offset by the repayment of the Town and Country
mortgage loan.
Interest income from GNMA certificates increased approximately $260,000 and
$256,000 for the three and six months ended June 30, 2001, primarily due to
the conversion of three mortgage loans to GNMA certificates.
Interest income from commercial mortgage-backed security-related investment
in the amount of approximately $956,000 and $1,907,000 was recorded for the
three and six months ended June 30, 2000; such investment was sold in October
2000.
Interest income from temporary investments decreased approximately $665,000
and $1,195,000 for the three and six months ended June 30, 2001 as compared
to 2000 primarily due to the reduced balances of temporary investments and
termination of the deposits with brokers held as collateral for short sales.
Interest income from notes receivable in the amount of approximately $62,000
and $107,000 was recorded for the three and six months ended June 30, 2001;
such investments were made since September 2000.
Equity in earnings of ARCap in the amount of $592,000 and $1,184,000 was
recorded for the three and six months ended June 30, 2001. This investment was
acquired in October 2000.
Other income in the amount of $25,000 and $31,000 was recorded for the three and
six months ended June 30, 2001 due to the guaranty and loan origination fees
earned on loans in the Fannie Mae venture.
Interest expense decreased approximately $542,000 and $1,176,000 for the
three and six months ended June 30, 2001 as compared to 2000 due to the
termination of the Bear Stearns Repurchase Facility and closing out of
government securities sold short positions partially offset by higher
interest expenses related to the Nomura Securities repurchase facilities due
to higher outstanding balance.
18
General and administrative expenses decreased approximately $76,000 for the
six months ended June 30, 2001 as compared to 2000 primarily due to a
decrease in asset management fees payable to the Advisor due to the sale of
commercial mortgage-backed security-related investment and a decrease in the
reimbursements of certain administrative and other costs incurred by the
Advisor on behalf of the Company. There was no significant difference for the
three months ended June 30, 2001.
Amortization decreased approximately $30,000 and $24,000 for the three and
six months ended June 30, 2001 due to the deferred costs relating to the
Nomura Repurchase Facility being fully amortized.
A gain on the repayment of mortgage loans in the amount of approximately
$22,000 was recorded for the six months ended June 30, 2000, relating to the
repayment of the Town & Country additional loan and FHA insured mortgage loan
on January 21, 2000. A gain of approximately $59,000 was recognized during
the six months ended June 30, 2000 from the repayment of a GNMA certificate.
There were no similar repayments or gains during the six months ended June
30, 2001.
A net loss on the commercial mortgage-backed security-related investment and
government securities sold short in the amount of approximately $254,000 and
$711,000 was recorded for the three and six months ended June 30, 2000. These
positions were liquidated in October of 2000.
DISTRIBUTIONS
Of the total distributions of $2,783,007 and $2,783,008 for the six months
ended June 30, 2001 and 2000, respectively, $227,830 ($.06 per share or
8.19%) and $1,668,684, respectively, represented a return of capital
determined in accordance with generally accepted accounting principles. As of
June 30, 2001, the aggregate amount of the distributions made since the
commencement of the initial public offering representing a return of capital,
in accordance with generally accepted accounting principles, totaled
$14,345,557. The portion of the distributions which constituted a return of
capital was significant during the initial acquisition stage in order to
maintain level distributions to shareholders.
FORWARD-LOOKING STATEMENTS
Certain statements made in this report may constitute "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933,
as amended and Section 21E of the Securities Exchange Act of 1934, as
amended. Such forward-looking statements include statements regarding the
intent, belief or current expectations of the Company and its management and
involve known and unknown risks, uncertainties and other factors which may
cause the actual results, performance or achievements of the Company to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Such factors
include, among other things, the following: general economic and business
conditions, which will, among other things, affect the availability and
creditworthiness of prospective tenants, lease rents and the terms and
availability of financing; adverse changes in the real estate markets
including, among other things, competition with other companies; risks of
real estate development and acquisition; governmental actions and
initiatives; and environment/safety requirements. Readers are cautioned not
to place undue reliance on these forward-looking statements, which speak only
as of the date hereof.
19
INFLATION
Inflation did not have a material effect on the Company's results for the
periods presented.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk is the exposure to loss resulting from changes in interest rates,
changes in spreads on CMBS, foreign currency exchange rates, commodity prices
and equity prices. The primary market risk to which the investments of the
Company is exposed is interest rate risk which is highly sensitive to many
factors, including governmental monetary and tax policies, domestic and
international economic and political considerations and other factors beyond
the control of the Company.
The Company's borrowings under repurchase agreements bear interest at rates
that fluctuate with LIBOR. Based on the $45.1 million of borrowings
outstanding under these facilities at June 30, 2001, a 1% change in LIBOR
would impact the Company's net income by approximately $451,000.
Cash flows and income from the Company's other financial instruments,
consisting primarily of mortgage loans, a preferred equity interest, GNMA
certificates, and cash and cash equivalents, would not be significantly
affected by changes in interest rates, because most of these instruments bear
interest at fixed rates, and are not subject to financing or hedged. Cash and
cash equivalents and the mortgage loans are carried at amortized cost, and so
their carrying values are not impacted by changes in interest rates. The GNMA
investments are adjusted to market value through comprehensive income in the
equity statement, but changes in their value have not historically been
significant to shareholders' equity. The preferred equity interest is carried
on the equity method; although changes in interest rates would not directly
impact the carrying value of this asset, they might adversely affect the
ability of the underlying entity to meet its preferred distribution
requirements.
20
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The Company is not a party to any material pending legal proceedings.
INFORMATION REGARDING OTHER COMPANIES MANAGED BY AFFILIATES OF THE ADVISOR.
On or about February 8, 2001, a complaint was filed in the New York
Supreme Court, County of New York, against the external advisor and property
manager of Aegis Realty, Inc. ("Aegis") Aegis is a public company, which like
the Company, is externally advised by affiliates of the Manager. Also named
as defendants in the suit were certain affiliates of Aegis' advisor and
Messrs. Boesky, Hirmes, Ross, Brenner, Allen and Fisch, each of whom (other
than Mr. Ross) is a Director of the Company. Aegis was also named as a
nominal defendant. The action is entitled PAUL v. THE RELATED COMPANIES,
L.P., et al., Index No. 01-600669, and is purportedly a class and derivative
action. On or about March 23, 2001 a second action, entitled SCHNIPPER v.
AEGIS REALTY, INC., et al., Case No. 219736 - V, was filed in the Circuit
Court for Montgomery County, Maryland against Aegis and each of Aegis' five
directors (Messrs. Boesky, Brenner, Hirmes, Allen and Fisch). SCHNIPPER is
purportedly brought as a class action. On or about April 4, 2001 a third
action, entitled OPPORTUNITY PARTNERS, L.P. v. STUART J. BOESKY, et al., Civ.
No. 24-C-01-001579, was filed in the Circuit Court for Baltimore City,
Maryland against, among others, Aegis, each of its five directors, the
Advisor and the Property Manager. OPPORTUNITY PARTNERS is purportedly a class
and derivative action.
Each of these three actions challenges Aegis' proposed acquisition of
a property portfolio and development business owned by a third party, which
transaction also involves the termination by Aegis of its external advisory
agreements and purchase by Aegis of various assets owned by these external
advisor's. Each suit alleges that the defendants breached their fiduciary
duties to the Aegis stockholders by, among other things, committing Aegis to
pay unwarranted fees and other consideration to affiliates of the Aegis'
manager. All three actions seek money damages, injunctive and declaratory
relief and attorneys' fees. The transaction at issue in each suit, however,
was approved by Aegis' independent directors (Messrs. Allen and Fisch), who
first obtained legal advice and two fairness opinions from nationally
recognized investment banking firms before approving those transactions.
Additionally, the transaction at issue would not be consummated unless and
until it was approved by Aegis' stockholders after proxy materials describing
that transaction were disseminated to them. The defendants have advised the
Company that they intend to defend all three actions vigorously. The
defendants filed motions to dismiss the complaint in PAUL on or about April
16, 2001, in SCHNIPPER on or about July 17, 2001 and in OPPORTUNITY PARTNERS
in or about July 23, 2001. The PAUL motion has been fully briefed and is
awaiting a decision. Opposition papers have not yet been filed in either
SCHNIPPER or OPPORTUNITY PARTNERS.
On August 7, 2001, Aegis announced that it had terminated, by mutual
consent with the third party, the transaction that is at issue in each suit.
No action has yet been taken by any of the plaintiffs in response to Aegis's
announcement. Although the transaction at issue was terminated for reasons
unrelated to the three lawsuits, management believes that a collateral
consequence of that termination is that the claims asserted in each of the
three lawsuits are now moot. If the plaintiff in each action does not
voluntarily dismiss the action because it is now moot, the defendants intend
to apply to the applicable court for such relief in addition to or as an
alternative to the pending motions to dismiss already filed by defendants.
21
Item 2. Changes in Securities - None.
Item 3. Defaults Upon Senior Securities - None
Item 4. Submission of Matters to a Vote of Security Holders
A proxy and proxy statement soliciting the vote of the Company's
shareholders for the Company's annual meeting of shareholders was sent to
shareholders on or about April 30, 2001. Such meeting was held on June 12,
2001. Stuart Boesky, Peter Allen and Arthur Fisch were reelected as trustees
for one year terms.
Item 5. Other Information - None
Item 6. Exhibits and Reports on Form 8-K - None
22
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.
AMERICAN MORTGAGE ACCEPTANCE COMPANY
(Registrant)
Date: August 14, 2001
By: /s/ Stuart J. Boesky
--------------------
Stuart J. Boesky
Trustee, Chairman of the Board,
President and Chief Executive Officer
Date: August 14, 2001
By: /s/ Michael I. Wirth
--------------------
Michael I. Wirth
Chief Financial Officer