-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Uu0AYRkafr45h593zwvYZv0n09Q3AWuAHXOjZOXFmEJwuoWHINTaVftLd+K/sm+K PD3aqxCySNT/cn1BeRcS1g== 0000823063-99-000002.txt : 19990316 0000823063-99-000002.hdr.sgml : 19990316 ACCESSION NUMBER: 0000823063-99-000002 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990315 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MORTGAGE BANCFUND OF AMERICA CENTRAL INDEX KEY: 0000823063 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] IRS NUMBER: 330281356 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 033-17643 FILM NUMBER: 99564809 BUSINESS ADDRESS: STREET 1: 2 CORPORATE PARK STE 106 CITY: IRVINE STATE: CA ZIP: 92714 BUSINESS PHONE: 7142532900 MAIL ADDRESS: STREET 1: 2 CORPORATE PARK STREET 2: SUITE 106 CITY: IRVINE STATE: CA ZIP: 92606-5128 10-K 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K Annual Report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 1998 Commission file number 33-17643 THE MORTGAGE BANCFUND OF America, a California Limited Partnership (exact name of registrant as specified in its charter) California 33-0281356 (State or other jurisdiction of I.R.S. Employer Incorporation or organization ) Identification No. 2402 MICHELSON, SUITE 255, IRVINE, CA 92612-1323 (address of principal executive office) (714) 253-2900 (registrant's telephone number, including area code) N/A (Former name, former address and former fiscal year, if changed since last report.) Securities registered pursuant to Section 12(b) of the Act: Title of Each Class: N/A Name of Each Exchange on Which Registered: N/A Securities registered pursuant to Section 12(g) of the Act: Title of Class: N/A 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 reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO_______ Partnership units outstanding: 87,087 The Mortgage Bancfund of America (a California Limited Partnership) Index to Form 10-K December 31, 1998 Part I Item 1 - Business Item 2 - Properties Item 3 - Legal Proceedings Item 4 - Submission of matters to a vote of security holders (partners) Part II Item 5 - Market for the registrant's Partnership units and related security holder matters Item 6 - Selected financial data Item 7 - Management's discussion and analysis of financial condition and results of operations Item 8 - Financial statements and supplementary data Item 9 - Disagreements with accountants on accounting and financial disclosure Part III Item 10 - Directors and executive officers of the registrant Item 11 - Executive compensation Item 12 - Security ownership of certain beneficial owners and management Item 13 - Certain relationships and related transactions Part IV Item - 14 Exhibits, financial statement schedules and reports on Form 8-K Signatures PART 1 Item 1: Business General THE MORTGAGE BANCFUND OF AMERICA, is a California Limited Partnership (the "Partnership") of which the general partners are Robert Y. Strom and the Mortgage BancFund Corporation (the Corporation), a California Corporation wholly owned by Mr. Strom. The Partnership was organized to make first and second trust deed commercial real estate loans in the southern California area. The Partnership currently manages one operational real estate projects which was acquired through foreclosure. Consolidated Operations The attached financial statements are reported on a consolidated basis with partnership interests which own real estate acquired through foreclosure. State of the Economy The southern California economy continues to be the most important factor which affects the operations of the Partnership. Throughout 1994 and 1995 large industries announced large employee layoffs, plant closings and relocation efforts to other states. All of this has depressed real estate values in the local area. Management is of the opinion that the economy has stopped this decline, however, the effects will be felt for at least the next several years in lower rental rates and property values in general. Rents and values have rebounded, but are still substantially below those of the late 1980s and early 1990's. Employees The Partnership does not directly employ personnel. The Corporate general partner handles all the business affairs of the partnership with its remaining full-time staff of one employee. Item 2: Properties: The Partnership does not own any real property other than foreclosed properties acquired during the normal course of business which was disposed of during 1996. No other real property is owned by the Partnership. Item 3: Legal Proceedings At December 31, 1998 the Partnership was not involved in any adverse legal proceedings. Item 4: Submission of Matters to a Vote of Security Holders No matters have been submitted to a vote of the Partnership. Part II Item 5: Market for the Registrant's Partnership Units and Related Security Holder Matters a) There is no established trading market for these securities and no known sales of the securities have taken place during fiscal 1998. b) At December 31, 1998 there were 87,087 limited partnership units outstanding which had been sold in prior years to approximately 650 limited partners. c) No distributions were paid in fiscal 1998. Item 6: Selected Financial Data 1996 1997 1998 Total Income $ 183,851 $ 27,203 $ 243,652 Net Income(Loss) (848,570) (110,020) 121,624 Net Income(loss) per LP Unit (9.74) (1.26) 1.40 Distributions per LP Unit -0- -0- -0- Total Assets 2,263,491 2,129,800 1,563,654 Total Liabilities $ 1,194,671 $ 2,048,380 $1,368,578 Item 7: Management's Discussion and Analysis of Financial Condition and Results of Operations General Overview: The Partnership's management continues to primarily manage foreclosed properties and collect the balance of the loans receivable on the Partnership books. The Partnership concluded a development of single family housing addition acquired through foreclosure. Projections were not realized due to mismanagement of the budget by the development partner in the joint venture. Liquidity and Capital Resources: Liquidity continues to be a serious problem for the Partnership. Management will depend upon the operations of foreclosed real estate and the ultimate sale of that real estate to generate funds necessary to operate. There are no plans to seek additional capital from outside sources, either debt nor equity. The capital account has eroded by nearly 96% of the original $100.00 cost to a value of $4.14 per Partnership unit outstanding. This due to losses experienced over the past several years. Results of Operations: During 1998, the majority owned partnership sold 35% of its primary asset, a commercial property. A gain of approximately $200,000 resulted. Due to this, book value per Partnership unit outstanding is up to $4.14; a 52% increase in value from 1997. Management is of the opinion losses will continue as the southern California economy slowly recovers from a depression. To date the liquidation or other types of losses on properties foreclosed on has not resulted in a positive return for the Partnership. Management is operating at this point in a liquidation mode in which the assets will continue to be managed and sold as those opportunities arise. Management will continue to manage and attempt to sell property which has been foreclosed on and continue the collection effort on the remaining loan receivable still on the Partnership books. Item 8: Financial Statements and Supplementary Data Information required by this item is included under Item 14: Exhibits, financial statement schedules and reports on Form 8-K and is incorporated herein by reference. Item 9: Disagreements with Accountants on Accounting and Financial Disclosure None. Part III Item 10: Directors and Executive Officers of the Registrant. The Partnership is managed by the general partner, Robert Y. Strom and by the corporate general partner, Mortgage BancFund Corp. Mr. Strom is the managing officer for the corporation. Sharon Wilhelm is Vice President and Manager of Investor Services. Item 11: Executive Compensation The Partnership has no salary compensation. However, the Partnership can pay certain fees to management described as follows (it should be noted that other than reimbursement for out of pocket expenses to operate the Partnership, no other fees are being collected by the general partners): (a) Loan Origination and Commitment Fee - As compensation for originating mortgage investments the general partners receive a loan origination and commitment fee not to exceed 2 1/2% of the maximum amount of the Partnership's investment commitment, to be paid by the borrower. With regard to those portions of loans sold to participants banks, pension funds, etc.), loan origination and commitment fees retained by the Partnership will be shared equally between the general partners and the Partnership. (b) Mortgage Servicing Fee - The Partnership pays the general partners a quarterly servicing fee of 1/4 of 1% per annum of the maximum amount of the Partnership's investment commitment in mortgage loans. Due to the depressed condition of the loan portfolio, the general partners have been waiving collection and accrual of this fee to the benefit of the Partnership since fiscal 1992 through fiscal 1994. (c) Loan Extension Fee - The general partner can collect an amount equal to 1% of the Partnership' s investment in loans for extensions of up to six months and up to a maximum of 2 1/2% for extensions beyond six months. Loan extension fees on loans sold to participants will be shared equally with the Partnership. (d) Other Fees - The Partnership agreement provides for other fees such as property management, rent up, leasing and releasing fees, and real estate brokerage commissions. (e) Cash from Operations - The general partners can receive 5% of the cash from operations until all limited partners have received, for the particular quarter, a return on their contributions equal to the weighted average prime rate of interest at Security Pacific National Bank for the applicable period and, thereafter, 10% of cash from operations. For fiscal 1997 the general partner's have not received any cash under this provision. (f) Income and Losses Income and loss will be credited or charged to the partners in relation to their respective Partnership interest, both for limited partners and the general partners. (g) Operating Expenses - The general partners will be reimbursed by the Partnership, without limitation, for all out-of-pocket general and administrative expenses of the Partnership, accounting and audit fees, legal fees and expenses, postage and preparation of reports to limited partners. Item 12: Security ownership of Certain Beneficial Owners and Management The general partners are to own a combined total of 1% of the Partnership including a 1% portion of income and losses. Item 13: Certain Relationships and Related Transactions The Partnership does not make mortgage investments with any of the general partners or affiliates of the general partners. Other related transactions are referred to in Item 11 above. Part IV Item: 14: Exhibits, Financial Statement Schedules and Reports on Form 8-K (a) The following documents are filed as a part of the report 1. Unaudited financial statements a. Balance Sheets b. Income Statements c. Statements of Partner's Equity d. Statements of Cash Flows 2. Financial statement schedules: None. (b) Reports on Form 8-K 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. The Mortgage BancFund of America (a California Limited Partnership) ______________________________ Robert Y./Strom General Partner Date:____________ Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By: Mortgage BancFund Corporation, a California Corporation General Partner of the Registrant By:____________________________ Robert Y. Strom, President Date:___________________________ By: _______________________________ Robert Y. Strom, General Partner, Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer of Registrant, and President and Director of Mortgage BancFund Corporation Date:___________________________ THE MORTGAGE BANCFUND OF AMERICA (a California Limited Partnership) CONSOLIDATED BALANCE SHEETS (Unaudited) ASSETS Dec 31, 1997 Dec 31, 1998 Cash 129,033 204,047 Loans receivable (Note 1) 118,191 58,118 Accounts receivable (Note 2) 0 0 Other real estate owned (Note 3) 1,872,799 1,178,780 Other assets 9,777 122,709 Total Assets 2,129,800 1,563,654 LIABILITIES & PARTNER'S EQUITY Liabilities Accounts payable 172,368 160,829 Notes payable (Note 4) 1,876,012 1,207,751 Total liabilities 2,048,380 1,368,580 Minority interest (157,380) (165,350) Partner's equity 238,800 360,424 Total liabilities & partner's equity 2,129,800 1,563,654 Book value per limited partner unit outstanding 2.72 4.14 CONSOLIDATED INCOME STATEMENTS For the Twelve Months Ended 12/31/95 12/31/96 12/31/97 12/31/98 Unaudited Unaudited Unaudited Unaudited REVENUES: Interest Loans 31,296 26,737 16,553 13,898 Investments (6,533) 0 10,650 1,305 Total Interest 24,763 26,737 27,203 15,203 Recovery of previous losses 0 0 0 0 Other Income 123,178 157,114 0 228,449 Total Income 147,941 183,851 27,203 243,652 COSTS & EXPENSES: Cost of loans 551,179 0 9,500 8,621 General & admin. costs 136,835 222,253 127,723 113,407 Interest Expense 59,389 (69,269) 0 0 Loss on Disposal of Assets 0 879,437 0 0 Total costs & expenses 747,403 1,032,421 137,223 122,028 Net Loss (599,462) (848,570) (110,020) 121,624 Net loss per partnership unit outstanding (6.88) (9.74) (1.26) 1.40 Partnership units outstanding 87,087 87,087 87,087 87,087 THE MORTGAGE BANCFUND OF AMERICA (a California Limited Partnership) CONSOLIDATED STATEMENTS OF PARTNER'S EQUITY (Unaudited) General Limited Partner Partner Total Balance December 31, 1996 (322,997) 671,817 348,820 Allocation of net loss (5,501) (104,519) (110,020) Balance, December 31, 1997 (328,498) 567,298 238,800 Allocation of net loss 6,081 115,543 121,624 Balance, December 31, 1998 (322,417) 682,841 360,424 CONSOLIDATED STATEMENTS OF CASH FLOW For the Twelve Months Ended CASH FLOWS FROM OPERATING ACTIVITIES: Dec. 31, 1997 Dec. 31,1998 Net (loss) (110,020) 121,624 Gain on Disposal of real estate owned 0 (288,172) Adjustments to reconcile net income to cash provided by operating activities: (Decrease) increase in accounts payable (61,861) (11,541) (Increase) in accounts receivable (6,237) 0 (Decrease) increase in due to general partner 0 0 (Increase) Decrease in other assets (9,598) 0 NET CASH PROVIDED (USED) IN INVESTING ACTIVITIES (187,716) (178,089) CASH FLOW FROM INVESTING ACTIVITIES: Net change in loan receivable 73,377 60,073 Decrease in minority interest (157,380) (7,970) Proceeds from Disposal of real estate owned 0 201,000 Net change in other real estate owned 59,278 0 NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES (24,725) 253,103 CASH FLOWS FROM FINANCING ACTIVITIES: Increase (Decrease) in notes payable 195,570 0 NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES 195,570 0 NET INCREASE (DECREASE) IN CASH (16,871) 75,014 Cash, Beginning of period 145,904 129,033 Cash, End of period 129,033 204,047 MORTGAGE BANCFUND OF AMERICA (a California Limited Partnership) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Note 1 - Loans Receivable Loans receivable are carried at the unpaid principal balance net of unearned loan fees. Points and other loan fees are deferred over the life of the loan. In management's opinion the book value of these loans is equal to the estimated net realizable value. Note 2 - Accounts Receivable This account represents funds owed to the Partnership from affiliate partnerships, and projects which were acquired through foreclosure. Note 3 - Other Real Estate Owned All real estate owned by the Partnership, which was acquired through fore- closure was disposed of during 1996. The account also included properties which are owned by the majority-owned limited partnership, 35% of which was sold during 1998. A condensed balance sheet of the majority owned partnership follows: CONDENSED BALANCE SHEET, unaudited, at December 31, 1998 Assets: DEC 31,1997 DEC 31, 1998 Cash and other assets 58,638 65,253 Real estate, net of depreciation 1,872,797 1,178,780 Total assets 1,931,453 1,244,033 Liabilities and Partner's Equity: Accounts payable 41,925 30,385 Notes payable 1,864,047 1,195,786 Due to affiliates (143,165) (143,165) Partner's equity 168,628 161,027 Total liabilities & partners equity 1,931,435 1,244,033 Note 4 - Notes Payable Account represents debt directly owed to commercial banks by the partnership. Funds borrowed were used to develop property acquired through foreclosure. Account also represents amounts owed by majority owned limited partnerships on real estate owned. Accounting Policy The consolidated financial statements include the accounts of the partnership and majority-controlled limited partnerships. All material intercompany transactions, profits and balances have been eliminated. All adjustments made to the financial statements are of normal recurring nature necessary to present fairly the financial condition of the partnership. Supplemental Disclosure of Cash Flows Proceeds from disposal of real estate owned Dec. 31, 1998 Change in Note Payable 668,261 Change in other real estate owned (581,089) Proceeds from sale of real estate 201,000 Net gain on disposal of real estate 288,172 -----END PRIVACY-ENHANCED MESSAGE-----