-----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, QNmw0qhdwlTTycnLTQ7Fp9n9fuPiEtP+7U5mLq1IYc5jXMysmlm2fmHx7iVRL4wq eyEob+QtgVoOSzyZfbnlUQ== 0001215811-08-000018.txt : 20080229 0001215811-08-000018.hdr.sgml : 20080229 20080229155904 ACCESSION NUMBER: 0001215811-08-000018 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080225 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080229 DATE AS OF CHANGE: 20080229 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: 08655656 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 f8k_feb2008-amac.txt - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 - -------------------------------------------------------------------------------- FORM 8-K/A Amendment No. 2 - -------------------------------------------------------------------------------- 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): FEBRUARY 25, 2008 - -------------------------------------------------------------------------------- AMERICAN MORTGAGE ACCEPTANCE COMPANY (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS 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 (see General Instruction A.2. below): |_| 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 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS. --------------------------------------------------- This filing on Form 8-K/A amends the Form 8-K filed by the Registrant on January 4, 2008 and the amendment filed as form 8-K/A on February 5, 2008, to include additional assets sold on January 30, 2008 in accordance with a previously disclosed disposition plan resulting from the termination of a repurchase facility. See Additional Asset Sales below. In the near future, we expect additional asset sales as a result of this disposition plan. PREVIOUSLY REPORTED ASSET SALES - ------------------------------- On November 19 and 20, 2007, the Registrant sold its portfolio of Federal National Mortgage Association ("FNMA") and Government National Mortgage Association ("GNMA") securities (together, the "Debt Securities") to an unrelated third party. As a result, the Registrant received total proceeds of $71.2 million, of which, $67.5 million was used to repay a repurchase facility that collateralized these debt securities. Based on the amortized cost of $73.4 million prior to the sale, the transactions resulted in realized losses of $2.2 million. On December 3, 2007, the Registrant sold two Commercial Mortgage-Backed Securities ("CMBS") to an unrelated third party. This sale resulted in total proceeds of $15.6 million, of which, $14.0 million was used to repay a repurchase facility that collateralized these CMBS. Based on the amortized cost of $25.9 million prior to the sale, the transactions resulted in realized losses of $10.3 million. Please refer to the Registrant's Form 8-K filed with the SEC on December 7, 2007 regarding the above sales. On December 12, 17 and 21, 2007, the Registrant sold four first mortgage loans to an affiliate of Centerline Holding Company ("Centerline"), the parent of the Registrant's Advisor and one to an unrelated third party, resulting in sales proceeds of $37.0 million, of which, $33.6 million was used to repay a repurchase facility collateralized by these mortgages. Based on the carrying amount of $37.0 million prior to the sale, there were no additional losses recorded in the fourth quarter of 2007. On December 21, 2007, the Registrant sold its investment in Collateralized Debt Obligation ("CDO") securities to an affiliate of Centerline. This sale resulted in sales proceeds of $7.9 million, of which $1.7 million was used to repay a repurchase facility collateralized by this investment. Based on the amortized cost of $10.0 million prior to the sale, the transaction resulted in a realized loss of $2.1 million. While the above sales were not dispositions of a significant portion of the Registrant's assets, as defined by Rule 11-01 of Regulation S-X, such sale, when combined with the sale by the Registrant of a significant number of first mortgage loans (described below), qualifies as a significant disposition of assets and requires the Registrant to report such dispositions and to provide pro forma financial information. On December 28, 2007, the Registrant sold 19 first mortgage loans to an unrelated third party. These sales resulted in sales proceeds of $119.7 million, net of selling expenses, of which $111.1 million was used to repay a repurchase facility collateralized by these mortgages. Based on the carrying amount of $124.1 million prior to the sale, the transaction resulted in a realized loss of $4.4 million. On January 30, 2008, the Registrant sold four first mortgage loans to an affiliate of Centerline. This sale resulted in sales proceeds of $23.3 million, of which $16.5 million was used to repay principal amounts on a repurchase facility collateralized by these investments. Based on the amortized cost of $24.6 million prior to the sale, the transaction resulted in a realized loss of $1.3 million. In connection with all of these asset sales, the Registrant also paid $7.2 million to terminate related interest rate derivatives. ADDITIONAL ASSET SALES - ---------------------- On February 25, 2008, the Registrant sold seven first mortgage loans to an affiliate of Centerline. This sale resulted in sales proceeds of $31.7 million, of which $27.8 million was used to repay principal amounts on a repurchase facility collateralized by these investments. Based on the amortized cost of $33.5 million prior to the sale, the transaction resulted in a realized loss of $1.8 million. In connection with the sale of additional assets, the Registrant also paid $0.3 million to terminate related interest rate derivatives. The pro forma information in connection to these sales is reported below under section (a) and (b) of Item 9.01. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. ---------------------------------- (a)(b) Pro Forma Financial Information The unaudited pro forma condensed consolidated balance sheet of Registrant as of September 30, 2007, and the unaudited pro forma condensed consolidated statements of income of Registrant for the year ended December 31, 2006, and for the nine months ended September 30, 2007, giving effect to the dispositions of certain investments are being filed as Exhibit 99.1 to this Form 8-K (and are included herein). (c) Exhibits Exhibit No. Description of Exhibit - ------------ ------------------------------------------------------------ 99.1 Unaudited pro forma condensed consolidated balance sheet of American Mortgage Acceptance Company as of September 30, 2007, and unaudited pro forma condensed consolidated statements of income of American Mortgage Acceptance Company for the year ended December 31, 2006, and for the nine months ended September 30, 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 February 29, 2008 EX-99 2 ex991_feb2008-amac.txt Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The following unaudited pro forma condensed consolidated balance sheet as of September 30, 2007, and the unaudited pro forma condensed consolidated statements of income for the year ended December 31, 2006, and the nine months ended September 30, 2007, are based on the historical financial statements of American Mortgage Acceptance Company ("AMAC") after giving effect to the disposition of certain investments and adjustments described in the accompanying notes as if such dispositions had occurred as of September 30, 2007, for the pro forma balance sheet purposes and as of January 1, 2006, for pro forma income statement purposes. The pro forma financial statements are based upon available information, preliminary estimates and certain assumptions that we believe are reasonable in the circumstances, as set for in the notes to the pro forma financial statements. The unaudited pro forma statements are presented for informational purposes only and are not necessarily indicative of the future financial position or results of operations of AMAC or the financial position or the results of operations that would have been realized had the disposition transactions been consummated during the period or as of the dates for which the pro forma statements are presented. The unaudited pro forma financial information should be read in conjunction with, and is qualified by reference to, AMAC's historical consolidated financial statements and notes thereto. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET OF AMERICAN MORTGAGE ACCEPTANCE COMPANY As of September 30, 2007 (In Thousands)
PRO FORMA ADJUSTMENTS FOR PRO FORMA PREVIOUSLY ADJUSTMENTS REPORTED FOR HISTORICAL ASSET ADDITIONAL AMAC SALES ASSET SALES PRO FORMA ----------- ----------- ----------- ----------- ASSETS Cash and cash equivalents $ 11,528 $ (7,792)(b)(c) $ (652)(j)(k) $ 3,084 Restricted cash 2,507 17,955 3,894 24,356 Investments Mortgage loans receivable, net 710,733 (183,565)(a) (33,443)(i) 493,725 Available-for-sale investments, at fair value Debt securities 71,528 (71,528)(a) -- -- CMBS 108,621 (22,113)(a) -- 86,508 CDO securities 8,672 (8,672)(a) -- -- Mortgage revenue bonds 4,860 -- -- 4,860 Accounts receivable 11,165 (1,689)(b) (234)(j) 9,242 Deferred charges and other assets, net 7,456 (318)(c) -- 7,138 ----------- ----------- ----------- ----------- TOTAL ASSETS $ 937,070 $ (277,722) $ (30,435) $ 628,913 =========== =========== =========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY LIABILITIES: CDO notes payable $ 362,000 $ -- $ -- $ 362,000 Repurchase facilities 399,780 (254,722)(a) (27,767)(i) 117,291 Line of credit - related party 39,300 -- -- 39,300 Preferred shares of subsidiary (subject to mandatory repurchase) 25,000 -- -- 25,000 Accounts payable and accrued expenses 27,024 (9,797)(b)(c) (886)(j)(k) 16,341 Due to Advisor and affiliates 1,607 -- -- 1,607 Dividends payable 2,110 -- -- 2,110 ----------- ----------- ----------- ----------- TOTAL LIABILITIES 856,821 (264,519) (28,653) 563,649 ----------- ----------- ----------- ----------- TOTAL SHAREHOLDERS' EQUITY 80,249 (13,203)(a)(c) $ (1,782)(i)(k) 65,264 ----------- ----------- ----------- ----------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 937,070 $ (277,722) $ (30,435) $ 628,913 =========== =========== =========== ===========
See accompanying notes to unaudited pro forma condensed consolidated financial statements. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME OF AMERICAN MORTGAGE ACCEPTANCE COMPANY For the Nine Months Ended September 30, 2007 (In Thousands, Except Per Share Amounts)
PRO FORMA ADJUSTMENTS FOR PRO FORMA PREVIOUSLY ADJUSTMENTS REPORTED FOR HISTORICAL ASSET ADDITIONAL AMAC SALES ASSET SALES PRO FORMA ----------- ----------- ----------- ----------- REVENUES: Interest income $ 43,753 $ (12,204)(d) $ (1,490)(l) $ 30,059 Other revenues 1,008 -- -- 1,008 ----------- ----------- ----------- ----------- Total revenues 44,761 (12,204) (1,490) 31,067 ----------- ----------- ----------- ----------- EXPENSES Interest 30,890 (10,873)(e)(f) (1,108)(m) 18,909 Interest - distributions to preferred shares of subsidiary 1,677 -- -- 1,677 General and administrative 2,696 -- -- 2,696 Impairment of investments 1,276 (1,140)(d) -- 136 Fees to Advisor and affiliates 2,929 (23)(g) (7)(n) 2,899 Amortization and other 609 -- -- 609 ----------- ----------- ----------- ----------- Total expenses 40,077 (12,036) (1,115) 26,926 ----------- ----------- ----------- ----------- OTHER INCOME (EXPENSE): Gain on sale of ARCap 337 -- -- 337 Change in fair value or termination of derivative instruments (39) 39(h) -- -- Loss on repayment or sale of investments (59) -- -- (59) ----------- ----------- ----------- ----------- Total other income 239 39 -- 278 ----------- ----------- ----------- ----------- Income from continuing operations 4,923 (129) (375) 4,419 Income from discontinued operations, including gain on sale of real estate owned 3,531 -- -- 3,531 ----------- ----------- ----------- ----------- Net income 8,454 (129) (375) 7,950 7.25% Cumulative Preferred dividend requirements (219) -- -- (219) ----------- ----------- ----------- ----------- Net income available to common shareholders $ 8,235 $ (129) $ (375) $ 7,731 =========== =========== =========== =========== Earnings per share: Basic ----- Income from continuing operations $ 0.56 $ 0.50 Income from discontinued operations 0.42 0.42 ----------- ----------- Net income $ 0.98 $ 0.92 =========== =========== Diluted ------- Income from continuing operations $ 0.56 $ 0.50 Income from discontinued operations 0.40 0.40 ----------- ----------- Net income $ 0.96 $ 0.90 =========== =========== Weighted average shares outstanding: Basic 8,404 8,404 =========== =========== Diluted 8,794 8,794 =========== ===========
See accompanying notes to unaudited pro forma condensed consolidated financial statements. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME OF AMERICAN MORTGAGE ACCEPTANCE COMPANY For the Year Ended December 31, 2006 (In Thousands, Except Per Share Amounts)
PRO FORMA ADJUSTMENTS FOR PRO FORMA PREVIOUSLY ADJUSTMENTS REPORTED FOR HISTORICAL ASSET ADDITIONAL AMAC SALES ASSET SALES PRO FORMA ----------- ----------- ----------- ----------- REVENUES: Interest income $ 38,342 $ (5,339)(d) $ (29) $ 32,974 Other revenues 286 -- -- 286 ----------- ----------- ----------- ----------- Total revenues 38,628 (5,339) (29) 33,260 ----------- ----------- ----------- ----------- EXPENSES Interest 19,149 (4,841)(e)(f) (7)(m) 14,301 Interest - distributions to preferred shares of subsidiary 2,241 -- -- 2,241 Mortgage interest for real estate owned - held and used 2,376 -- -- 2,376 Property operations of real estate owned - held and used 3,527 -- -- 3,527 General and administrative 2,500 -- -- 2,500 Impairment of investments 17,496 -- -- 17,496 Fees to Advisor 3,483 (16)(g) -- 3,467 Depreciation 1,345 -- -- 1,345 Amortization and other 160 -- -- 160 ----------- ----------- ----------- ----------- Total expenses 52,277 (4,857) (7) 47,413 ----------- ----------- ----------- ----------- OTHER INCOME (EXPENSE): Gain on sale of ARCap 19,223 -- -- 19,223 Change in fair value or termination of derivative instruments (5,522) 498(h) -- (5,024) Equity in earnings of ARCap 3,000 -- -- 3,000 Loss on sale or repayment of investments (934) -- -- (934) ----------- ----------- ----------- ----------- Total other income 15,767 498 -- 16,265 ----------- ----------- ----------- ----------- Income from continuing operations 2,118 16 (22) 2,112 Income from discontinued operations 569 -- -- 569 ----------- ----------- ----------- ----------- Net income $ 2,687 $ 16 $ (22) $ 2,681 =========== =========== =========== =========== Per share amounts (basic and diluted): Income from continuing operations $ 0.25 $ 0.25 Income from discontinued operations 0.07 0.07 ----------- ----------- Net income $ 0.32 $ 0.32 =========== =========== Weighted average shares outstanding: Basic 8,323 8,323 =========== =========== Diluted 8,330 8,330 =========== ===========
See accompanying notes to unaudited pro forma condensed consolidated financial statements. NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. DESCRIPTION OF TRANSACTIONS AND BASIS OF PRESENTATION PREVIOUSLY REPORTED ASSET SALES - ------------------------------- Form 8-K Filed January 4, 2008 - ------------------------------ In November and December of 2007, AMAC completed the sale of its portfolio of debt securities and two CMBS securities for sales proceeds of $86.8 million. During December 2007, AMAC completed additional sales of first mortgage loans and CDO securities for net sales proceeds of $164.6 million. All of the assets sold had been pledged as collateral under repurchase facilities. Sale of the securities therefore necessitated repayment of the associated debt, which totaled $227.9 million. The first mortgage loans, CDO securities and CMBS securities were not owned on January 1, 2006, the assumed date of disposition. Therefore, the pro forma adjustments with respect to the condensed statements of income are calculated for these assets from their actual acquisition dates forward. Form 8-K/A Filed February 5, 2008 - --------------------------------- In January of 2008, AMAC completed the sale of 4 first mortgage loans for sales proceeds of $23.3. These assets had been pledged as collateral under repurchase facilities and therefore necessitated repayment of $16.5 million in principal amount of the associated debt. The first mortgage loans were not owned on January 1, 2006, the assumed date of disposition. Therefore, the pro forma adjustments with respect to the condensed statements of income are calculated on these assets from their actual acquisition dates forward. ADDITIONAL ASSET SALES - ---------------------- In February of 2008, AMAC completed the sale of 7 first mortgage loans for sales proceeds of $31.7. These assets had been pledged as collateral under repurchase facilities and therefore necessitated repayment of $27.8 million in principal amount of the associated debt. The first mortgage loans were not owned on January 1, 2006, the assumed date of disposition. Therefore, the pro forma adjustments with respect to the condensed statements of income are calculated on these assets from their actual acquisition dates forward. The pro forma adjustments do not include a loss on sale of $2.3 million on debt securities assumed to have been sold January 1, 2006 and the receipt of $0.8 million related to the termination of related interest rate derivatives at January 1, 2006. 2. PRO FORMA ADJUSTMENTS FOR PREVIOUSLY REPORTED ASSET SALES The accompanying unaudited pro forma consolidated financial statements have been prepared as if the dispositions had occurred as of September 30, 2007, for balance sheet purposes and as of January 1, 2006, for income statement purposes and reflect the following pro forma adjustments ($ in thousands): (a) To record the assumed sale of the assets as follows: DEBT SECURITIES - --------------- Proceeds from the sale of debt securities $ 71,212 Repayment of repurchase facilities (66,817) --------------- Net cash proceeds $ 4,395 =============== Total sales proceeds $ 71,212 Less: basis Fair value of debt securities $ 71,528 Add back unrealized losses 2,466 --------------- Total basis 73,994 --------------- Net loss $ (2,782) =============== CMBS SECURITIES - --------------- Proceeds from the sale of CMBS securities $ 15,562 Repayment of repurchase facilities (23,065) --------------- Net cash expenditure $ (7,503) =============== Total sales proceeds $ 15,562 Less: basis Fair value of CMBS securities $ 22,113 Add back unrealized losses 3,798 --------------- Total basis 25,911 --------------- Net loss $ (10,349) =============== CDO SECURITIES - -------------- Proceeds from the sale of CDO securities $ 7,939 Repayment of repurchase facilities (3,586) --------------- Net cash proceeds $ 4,353 =============== Total sales proceeds $ 7,939 Less: basis Fair value of CDO securities $ 8,672 Add back unrealized losses 1,391 --------------- Total basis 10,063 --------------- Net loss $ (2,124) =============== FIRST MORTGAGES - --------------- Proceeds from the sale of first mortgages $ 178,618 Less: selling expenses (654) --------------- Net sales proceeds 177,964 Repayment of repurchase facilities (161,254) --------------- Net cash proceeds $ 16,710 =============== Net sales proceeds $ 177,964 Less: basis Fair value of first mortgages $ 183,565 Add back impairment losses 1,276 --------------- Total basis 184,841 --------------- Net loss $ (6,877) =============== (b) To reflect assumed collection of $1.6 million of interest receivables and payment of $7.1 million of interest liabilities upon assumed sale of the assets. (c) To record a net cash payment of $2.3 million resulting from termination of interest rate swaps on assets sold or interest rate swaps on cash flows of debt repaid, of which, $2.6 million were in a liability position and $0.3 million were in an asset position. (d) Elimination of historic interest income on assets sold, net of premium and discount amortization, and impairment charges. (e) Elimination of historic interest expense on the debt assumed repaid or interest on debt incurred on assets not owned at January 1, 2006. A weighted average interest rate of 8.13% and 8.37% in 2006 and 2007, respectively, was assumed in calculating interest expense amounts. (f) Reduction of interest expense assuming net sale proceeds from debt securities were used to repay the related party line of credit and cash was never borrowed from this line for the origination of first mortgages throughout 2006. (g) To record reduction in asset management fees related to 2006 activity. (h) To reverse changes in fair value of free-standing derivatives on first mortgages sold. 3. PRO FORMA ADJUSTMENTS FOR ADDITIONAL ASSET SALES (i) To record the assumed sale of the assets as follows: FIRST MORTGAGES - --------------- Proceeds from the sale of first mortgages $ 31,661 Repayment of repurchase facilities (27,767) --------------- Net cash proceeds $ 3,894 =============== Net sales proceeds $ 31,661 Less: Fair value of first mortgages (33,443) --------------- Net loss $ (1,782) =============== (j) To reflect assumed collection of $0.2 million of interest receivable and payment of $0.8 million of interest liabilities upon assumed sale of the assets. (k) To record a net cash payment of $0.1 million resulting from termination of interest rate swaps on assets sold, all of which were in a liability position. (l) Elimination of historic interest income on assets sold, net of premium and discount amortization, and impairment charges. (m) Elimination of historic interest expense on the debt assumed repaid or interest on debt incurred on assets not owned at January 1, 2006. A weighted average interest rate of 8.13% and 8.37% in 2006 and 2007, respectively, was assumed in calculating interest expense amounts. (n) To record reduction in asset management fees related to 2007 activity. -----END PRIVACY-ENHANCED MESSAGE-----