-----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, SJk5OI0l1WtrodublQ9mdwBwRPUVKlk8SW5gpvEWfuneegQ0PF/WM847h705Wn5V rs1gRMbKxW7v33lOi+i6kg== 0001215811-07-000044.txt : 20071108 0001215811-07-000044.hdr.sgml : 20071108 20071107184243 ACCESSION NUMBER: 0001215811-07-000044 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071107 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071108 DATE AS OF CHANGE: 20071107 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN MORTGAGE ACCEPTANCE CO CENTRAL INDEX KEY: 0000878774 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 136972380 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-14583 FILM NUMBER: 071222884 BUSINESS ADDRESS: STREET 1: 625 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2124215333 MAIL ADDRESS: STREET 1: 625 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN MORTGAGE INVESTORS TRUST DATE OF NAME CHANGE: 19931013 8-K/A 1 f8ka_nov2007-amac.txt - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 - -------------------------------------------------------------------------------- FORM 8-K/A - -------------------------------------------------------------------------------- CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): November 7, 2007 - -------------------------------------------------------------------------------- American Mortgage Acceptance Company (Exact Name of Registrant as Specified in Charter) - -------------------------------------------------------------------------------- Massachusetts (State or other Jurisdiction of Incorporation) 0-23972 13-6972380 (Commission File Number) (IRS Employer Identification Number) 625 Madison Avenue, New York, NY 10022 (Address of Principal Executive Offices) Registrant's telephone number, including area code: (212) 317-5700 Not Applicable (Former Name or Former Address, if Changed Since Last Report - -------------------------------------------------------------------------------- Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Item 2.02. Results of Operations and Financial Condition --------------------------------------------- This Form 8-K/A amends and restates the initial 8-K filed by American Mortgage Acceptance Company ("AMAC" or the "Company") on November 7, 2007, which included the press release but inadvertently omitted the rest of the content of the Form 8-K. On November 7, 2007, AMAC released a press release announcing its financial results for the third quarter and nine months ended September 30, 2007. A copy of this press release is attached to this Current Report as Exhibit 99.1 and incorporated herein by reference. The information included in this Current Report, including the information included in Exhibit 99.1 attached hereto, is intended to be furnished pursuant to "Item 2.02. Disclosure of Results of Operations and Financial Condition" and not deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended ("Securities Act") or the Exchange Act, or otherwise subject to the liabilities of that Section of Sections 11 and 12 (a) (2) of the Securities Act. Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits ------------------------------------------------------------------ (a). Financial Statements -------------------- Not Applicable (b). Pro Forma Financial Information ------------------------------- Not Applicable (c). Exhibits -------- 99.1 Press Release dated November 7, 2007, "American Mortgage Acceptance Company Reports Financial Results For Third Quarter 2007". - -------------------------------------------------------------------------------- SIGNATURES Pursuant to the requirements of the Securities and 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) BY: /s/ Robert L. Levy ------------------------------- Robert L. Levy Chief Financial Officer November 7, 2007 EX-99.1 2 exh_nov2007-amac.txt AT THE COMPANY - -------------- Brenda Abuaf, Corporate Communications (800) 831-4826 AMERICAN MORTGAGE ACCEPTANCE COMPANY REPORTS FINANCIAL RESULTS FOR THE THIRD QUARTER OF 2007 NEW YORK, NY - NOVEMBER 7, 2007 - American Mortgage Acceptance Company ("AMAC" or the "Company") (AMEX: AMC) today announced financial results for the third quarter and nine months ended September 30, 2007. FINANCIAL RESULTS The table below summarizes AMAC's revenues, net (loss) income, FFO and adjusted FFO for the three and nine months ended September 30, 2007 and 2006. FFO for the three and nine months ended September 30, 2007 and 2006 were impacted by the change in the fair value of derivative instruments, net of certain associated costs. Therefore, the Company is reporting FFO both excluding ("Adjusted FFO") and including these changes and costs. For comparative purposes, it is important to note that AMAC recognized a significant gain in the third quarter of 2006 from the sale of our investment in ARCap. Therefore, the one-time gain is one of the reasons for the significant decrease in net income, FFO and adjusted FFO for the three and nine months ended September 30, 2007 as compared to 2006.
THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30, -------------------------------------- -------------------------------------- (In thousands, except per share data) 2007 2006 % CHANGE 2007 2006 % CHANGE ---------- ---------- ---------- ---------- ---------- ---------- Revenues $ 16,948 $ 8,509 99.2% $ 44,761 $ 21,429 N/M Net (Loss) Income $ (187) $ 1,234 N/M $ 8,454 $ 8,618 (1.9%) FFO* $ (187) $ 1,767 N/M $ 5,179 $ 10,050 (48.5%) Adjusted FFO* $ 490 $ 12,009 (95.9%) $ 5,218 $ 18,305 (71.5%) Per Share Data (diluted): Net (Loss) Income $ (0.05) $ 0.15 N/M $ 0.96 $ 1.04 (7.7%) FFO* $ (0.02) $ 0.21 N/M $ 0.59 $ 1.21 (51.2%) Adjusted FFO* $ 0.06 $ 1.44 (95.8%) $ 0.59 $ 2.20 (73.2%)
* See footnotes (1) and (3) to the Selected Financial Data for a discussion of FFO and adjusted FFO and a reconciliation from GAAP net income. "N/M" represents not meaningful as change is 100% or greater. AMAC's net loss, FFO and adjusted FFO for the quarter ended September 30, 2007 reflect a $1.3 million impairment in connection with $182.2 million of first mortgages and fixed rate bridge loans pledged as security on a repurchase facility. AMAC initially planned to hold these investments until maturity and has subsequently determined to sell these assets to a third party. Therefore, the assets are now deemed "held for sale". Accordingly, the investments are carried at the lower of cost or market and the impairment is based on estimated market values as of September 30, 2007. MANAGEMENT CONFERENCE CALL Management will conduct a conference call today at 1:00 p.m. Eastern Time to review the Company's third quarter financial results for the period ended September 30, 2007. Investors, brokers, analysts, and shareholders wishing to participate should call (877) 261-8990. A webcast of the presentation will be available live and can be accessed through the Company's website, www.americanmortgageco.com. To listen to the presentation via webcast, please go to the website's "Investor Relations" section at least 15 minutes prior to the start of the presentation. For interested individuals unable to join the conference call, a replay of the call will be available through Sunday, November 11, 2007 at (888) 203-1112 (Passcode 4285839) or on our website, www.americanmortgageco.com, through Thursday, February 7, 2008. SUPPLEMENTAL FINANCIAL INFORMATION For more detailed financial information, please access the Supplemental Financial Package, which is available in the Investor Relations section of the AMAC website at www.americanmortgageco.com. ABOUT AMAC AMAC is a real estate investment trust that specializes in originating and acquiring mortgage loans and other debt instruments secured by multifamily and commercial properties throughout the United States. AMAC invests in mezzanine, construction and first mortgage loans, subordinated interests in first mortgage loans, bridge loans, subordinate commercial mortgage backed securities, and other real estate assets. For more information, please visit our website at http://www.americanmortgageco.com or contact the Investor Relations Department directly at (800) 831-4826. 2 AMERICAN MORTGAGE ACCEPTANCE COMPANY AND SUBSIDIARIES SELECTED FINANCIAL DATA (In thousands, except per share amounts)
============ ============ September 30, December 31, 2007 2006 ------------ ------------ (Unaudited) Balance Sheet Highlights TOTAL ASSETS $ 937,070 $ 720,984 ============ ============ CDO notes payable $ 362,000 $ 362,000 ============ ============ Debt Facilities: Repurchase facilities $ 399,780 $ 163,576 ============ ============ Line of credit - related party $ 39,300 $ 15,000 ============ ============ Mortgages payable on real estate owned - discontinued operations $ - $ 39,944 ============ ============ Preferred shares of subsidiary (subject to mandatory repurchase) $ 25,000 $ 25,000 ============ ============ TOTAL LIABILITIES $ 856,821 $ 635,976 ============ ============ TOTAL SHAREHOLDERS' EQUITY $ 80,249 $ 85,008 ============ ============
======================================================== Three Months Ended Nine Months Ended September 30, September 30, -------------------------------------------------------- 2007 2006 2007 2006 -------------------------------------------------------- (Unaudited) Income Statement Highlights Total revenues $ 16,948 $ 8,509 $ 44,761 $ 21,429 ========== ========== ========== ========== (Loss) income from continuing operations $ (187) $ 1,198 $ 4,923 $ 8,593 Income from discontinued operations, including gain on sale - 36 3,531 25 ---------- ---------- ---------- ---------- Net (loss) income $ (187) $ 1,234 $ 8,454 $ 8,618 ========== ========== ========== ========== Per share amounts: Basic ----- (Loss) income from continuing operations $ (0.05) $ 0.14 $ 0.56 $ 1.03 Income from discontinued operations - 0.01 0.42 0.01 ---------- ---------- ---------- ---------- Net (loss) income $ (0.05) $ 0.15 $ 0.98 $ 1.04 ========== ========== ========== ========== Diluted ------- (Loss) income from continuing operations $ (0.05) $ 0.14 $ 0.56 $ 1.03 Income from discontinued operations - 0.01 0.40 0.01 ---------- ---------- ---------- ---------- Net (loss) income $ (0.05) $ 0.15 $ 0.96 $ 1.04 ========== ========== ========== ========== Weighted average shares outstanding Basic 8,406 8,307 8,404 8,305 ========== ========== ========== ========== Diluted 8,406 8,315 8,794 8,308 ========== ========== ========== ==========
3 AMERICAN MORTGAGE ACCEPTANCE COMPANY AND SUBSIDIARIES SELECTED FINANCIAL DATA (In thousands, except per share amounts) Funds from Operations ("FFO")(1), as calculated in accordance with the National Association of Real Estate Investment Trusts ("NAREIT") definition, for the three and nine months ended September 30, 2007 and 2006, is summarized in the following table:
======================================================= Three Months Ended Nine Months Ended September 30, September 30, ------------------------------------------------------- 2007 2006 2007 2006 ------------------------------------------------------- Net (loss) income $ (187) $ 1,234 $ 8,454 $ 8,618 Depreciation of real property(2) - 435 336 1,334 Gain on sale of real property(2) - 98 (3,611) 98 ---------- ---------- ---------- ---------- FFO $ (187) $ 1,767 $ 5,179 $ 10,050 ========== ========== ========== ========== Adjusted FFO(3) $ 490 $ 12,009 $ 5,218 $ 18,305 ========== ========== ========== ========== Cash flows from operating activities $ 5,288 $ 3,702 $ 10,563 $ 8,934 ========== ========== ========== ========== Cash flows from investing activities $ 6,737 $ (61,501) $ (264,210) $ (191,775) ========== ========== ========== ========== Cash flows from financing activities $ 7,330 $ 66,350 $ 257,622 $ 183,870 ========== ========== ========== ========== FFO per share Basic $ (0.02) $ 0.21 $ 0.62 $ 1.21 ========== ========== ========== ========== Diluted $ (0.02) $ 0.21 $ 0.59 $ 1.21 ========== ========== ========== ========== Adjusted FFO per share(3) Basic $ 0.06 $ 1.45 $ 0.62 $ 2.20 ========== ========== ========== ========== Diluted $ 0.06 $ 1.44 $ 0.59 $ 2.20 ========== ========== ========== ========== Weighted average shares outstanding Basic 8,406 8,307 8,404 8,305 ========== ========== ========== ========== Diluted 8,406 8,315 8,794 8,308 ========== ========== ========== ==========
(1) FFO represents net income or loss (computed in accordance with generally accepted accounting principles ("GAAP")), excluding gains (or losses) from sales of property, excluding depreciation and amortization relating to real property and including funds from operations for unconsolidated joint ventures calculated on the same basis. AMAC calculates FFO in accordance with the NAREIT definition. FFO does not represent cash generated from operating activities in accordance with GAAP and is not necessarily indicative of cash available to fund cash needs. FFO should not be considered as an alternative to net income as an indicator of our operating performance or as an alternative to cash flows as a measure of liquidity. Our management considers FFO a supplemental measure of operating performance, and, along with cash flows from operating activities, financing activities, and investing activities, it provides investors with an indication of the ability of the Company to incur and service debt, to make capital expenditures, and to fund other cash needs. Since not all companies calculate FFO in a similar fashion, our calculation, presented above, may not be comparable to similarly titled measures reported by other companies. (2) Related to properties sold during 2007 and 2006 and included in discontinued operations in our consolidated statements of income. (3) Adjusted FFO excludes the change in fair value of derivative instruments, net of certain associated costs. 4 ### CERTAIN STATEMENTS IN THIS DOCUMENT MAY CONSTITUTE FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. THESE STATEMENTS ARE BASED ON MANAGEMENT'S CURRENT EXPECTATIONS AND BELIEFS AND ARE SUBJECT TO A NUMBER OF FACTORS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE DESCRIBED IN THE FORWARD-LOOKING STATEMENTS. THESE RISKS AND UNCERTAINTIES ARE DETAILED IN AMAC'S MOST RECENT ANNUAL REPORT ON FORM 10-K AND IN ITS OTHER FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION AND INCLUDE, AMONG OTHERS, RISKS OF INVESTING IN NON-INVESTMENT GRADE COMMERCIAL REAL ESTATE INVESTMENTS; COMPETITION IN ACQUIRING DESIRABLE INVESTMENTS; INTEREST RATE FLUCTUATIONS; RISKS ASSOCIATED WITH INVESTMENTS IN REAL ESTATE GENERALLY AND THE PROPERTIES WHICH SECURE MANY OF OUR INVESTMENTS; GENERAL ECONOMIC CONDITIONS AND ECONOMIC CONDITIONS IN THE REAL ESTATE MARKETS SPECIFICALLY, PARTICULARLY AS THEY AFFECT THE VALUE OF OUR ASSETS AND THE CREDIT STATUS OF OUR BORROWERS; DEPENDENCE ON OUR ADVISOR FOR ALL SERVICES NECESSARY FOR OUR OPERATIONS; CONFLICTS WHICH MAY ARISE AMONG US AND OTHER ENTITIES AFFILIATED WITH OUR ADVISOR THAT HAVE SIMILAR INVESTMENT POLICIES TO OURS; RISKS ASSOCIATED WITH THE REPURCHASE AGREEMENTS WE UTILIZE TO FINANCE OUR INVESTMENTS AND OUR ABILITY TO RAISE CAPITAL; RISKS ASSOCIATED WITH FAILURE TO QUALIFY AS A REIT; AND RISKS ASSOCIATED WITH OUR COLLATERALIZED DEBT OBLIGATION ("CDO") SECURITIZATION TRANSACTIONS, WHICH INCLUDE, BUT ARE NOT LIMITED TO, THE INABILITY TO ACQUIRE ELIGIBLE INVESTMENTS FOR A CDO ISSUANCE; INTEREST RATE FLUCTUATIONS ON VARIABLE-RATE SWAPS ENTERED INTO TO HEDGE FIXED-RATE LOANS; THE INABILITY TO FIND SUITABLE REPLACEMENT INVESTMENTS WITHIN REINVESTMENT PERIODS AND THE NEGATIVE IMPACT ON OUR CASH FLOW THAT MAY RESULT FROM THE USE OF CDO FINANCINGS WITH OVER-COLLATERALIZATION AND INTEREST COVERAGE REQUIREMENTS. READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE OF THIS DOCUMENT. WE EXPRESSLY DISCLAIM ANY OBLIGATIONS OR UNDERTAKING TO RELEASE PUBLICLY ANY UPDATES OR REVISIONS TO ANY FORWARD-LOOKING STATEMENTS CONTAINED HEREIN TO REFLECT ANY CHANGE IN OUR EXPECTATIONS WITH REGARD THERETO OR CHANGE IN EVENTS, CONDITIONS, OR CIRCUMSTANCES ON WHICH ANY SUCH STATEMENT IS BASED. ### 5 -----END PRIVACY-ENHANCED MESSAGE-----