SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
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, 2003
American Mortgage Acceptance Company
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(Exact Name of Registrant as Specified in Charter)
Massachusetts
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(State or other Jurisdiction of Incorporation)
0-23972 13-6972380
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(Commission File Number) (IRS Employer Identification Number)
625 Madison Avenue, New York, NY 10022
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code:(212) 421-5333
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Item 9. Regulation FD Disclosure
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For the quarter and year ended December 31, 2002, American Mortgage
Acceptance Company ("AMAC") hereby makes available its earnings press release
that was released today, a copy of which is attached to this Current Report on
Form 8-K as Exhibit 99.1. AMAC released this press release on the Business Wire
this morning and is posting a copy of this press release on its web page at
www.americanmortgageco.com.
The information included in this Current Report on Form 8-K (including the
exhibit hereto) is furnished pursuant to Item 9 and shall not be deemed to be
"filed" for the purposes of Section 18 of the Securities Exchange Act of 1934,
as amended, or otherwise subject to the liabilities of that Section or Sections
11 and 12(a)(2) of the Securities Act of 1933, as amended. This Report
(including the exhibit hereto) will not be deemed an admission as to the
materiality of any information required to be disclosed solely to satisfy the
requirements of Regulation FD.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(a). Financial Statements
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Not Applicable
(b). Pro Forma Financial Information
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Not Applicable
(c). Exhibits
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99.1 Press Release dated February 25, 2003, "American Mortgage
Acceptance Company Increases Net Income Per Share For The Year 2002 By
19.3% Over 2001".
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/ Stuart J. Boesky
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Stuart J. Boesky
President
February 25, 2003
EXHIBIT 99.1
AMERICAN MORTGAGE ACCEPTANCE COMPANY
INCREASES NET INCOME PER SHARE FOR THE YEAR 2002 BY 19.3% OVER 2001
NEW YORK, NY - February 25, 2003 - American Mortgage Acceptance Company ("AMAC"
or the "Company") (AMEX: AMC) today announced financial results for its fourth
quarter and year ended December 31, 2002.
"AMAC continued to demonstrate consistently strong financial performance in
2002, having increased our net income per share for the year ended December 31,
2002, by approximately 19.3% over the year ended December 31, 2001," commented
Stuart Boesky, President and Chief Executive Officer of AMAC. "The expansion and
execution of AMAC's business plan in 2002 resulted in an approximate 91.3%
increase in our total assets over 2001. We are pleased that AMAC's success
enabled the Company to increase its distribution per share two times during
2002, resulting in increased value to our shareholders."
Financial Highlights
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For the three and twelve months ended December 31, 2002, AMAC had net income of
approximately $2.5 million and $9.7 million, representing increases of
approximately 61.0% and 86.2% compared to net income of approximately $1.5
million and $5.2 million for the three and twelve months ended December 31,
2001, respectively. Net income for the three and twelve months ended December
31, 2002, includes the effect of an agreement with our advisor, Related AMI
Associates Inc., to waive the payment of approximately $71,000 in net fees and
expense reimbursements, offset by higher than usual expenses related to the
origination of investments that were never completed. On a per share basis
(basic and diluted), net income was $0.39 and $1.61 for the three and twelve
months ended December 31, 2002, respectively, representing a decrease in net
income per share of approximately 2.5% compared to the three months ended
December 31, 2001, and an increase in net income per share of approximately
19.3% compared to the twelve months ended December 31, 2001. AMAC had total
revenues of approximately $3.0 million and $10.5 million for the three and
twelve months ended December 31, 2002, respectively. AMAC's revenues for the
three and twelve months ended December 31, 2002, represent respective increases
of approximately 73.1% and 83.5% as compared to the three and twelve months
ended December 31, 2001.
AMAC's present quarterly dividend on an annualized basis is $1.60 per share,
representing an approximate 11.0% yield on the $14.60 per share closing price on
February 24, 2003.
Fourth Quarter Portfolio Investment Activity
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In October, AMAC guaranteed a construction loan of approximately $3.7 million
for Village of Meadowbend Apartments, a proposed 138-unit affordable multifamily
apartment complex located in Temple, Texas, in exchange for an up-front
construction loan guarantee fee of 0.75%. After construction completion, AMAC
will also receive a 0.50% construction loan administration fee, which will be
paid on a monthly basis through the date the construction loan is replaced by
permanent financing. The construction loan guarantee will provide credit support
for the period beginning with construction completion until property
stabilization.
In November, AMAC purchased a $6.8 million GNMA Permanent Loan Certificate
("PLC") secured by Burlington Apartments, a 427-unit multifamily apartment
complex located in St. Paul, Minnesota. The PLC yields 5.90% to AMAC. The loan
was funded under the HUD 223(f) program and is fully amortizing, with a final
maturity date of April 2031.
Also in November, AMAC closed its first transaction under its recently
introduced Acquisition/Rehabilitation Bridge Loan Program with Fleet National
Bank, funding an acquisition bridge loan and a mezzanine loan totaling
approximately $6.3 million for Del Mar Villas, a 260-unit multifamily apartment
complex located in Dallas, Texas. In connection with the funding of the bridge
loan, the Company borrowed approximately $4.6 million from its warehouse
facility with Fleet Bank. These loans, which mature April 2004, carry interest
rates equal to the 30-day London Inter-Bank Offer Rate ("LIBOR") plus 462.5
basis points. Payments on these loans are interest only for the full
eighteen-month term. AMAC received an origination fee of 1.5% upon funding of
the loans.
Also in November, AMAC funded an acquisition bridge loan and a mezzanine loan
totaling approximately $6 million for Mountain Valley, a 312-unit multifamily
apartment complex located in Dallas, Texas. AMAC will fund an additional $1.1
million during the rehabilitation stage of this property. In connection with the
funding of the bridge loan, AMAC has borrowed approximately $4.2 million. These
loans, which mature in November 2004, bear interest rates of LIBOR plus 475
basis points. Payments on the loans are interest only for the full 24-month
term. AMAC has received a loan origination fee of 1% of the amount of the loans.
Also in November, AMAC fully funded a predevelopment bridge loan of
approximately $1.4 million, secured by Reserve at Fox River Apartments, a
132-unit apartment complex development located in Yorkville, Illinois. AMAC has
received a 1% fee for the bridge loan, which bears interest at a rate of 12% and
matures in May 2003.
In December, AMAC guaranteed a construction loan of approximately $3.2 million
for Mapleview Apartments, a proposed 56-unit affordable multifamily apartment
complex located in Saginaw, Michigan, in exchange for an up-front construction
loan guarantee fee of 0.245%. After construction completion, AMAC will also
receive a 0.625% construction loan administration fee, which will be paid on a
monthly basis through the date the construction loan is replaced by permanent
financing. The construction loan guarantee will provide credit support for the
period beginning with construction completion until property stabilization.
Subsequent Events
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In February 2003, AMAC received approximately $10 million in proceeds relating
to Stony Brook II first mortgage and mezzanine loan repayments. At December 31,
2002, the carrying value of the Stony Brook II first mortgage loan and mezzanine
loan were approximately $8.3 million and approximately $651,000, respectively.
The principal repayment of the first mortgage loan is being held as collateral
for the Company's loan origination program with Fannie Mae. AMAC's proceeds also
included a prepayment premium in the amount of approximately $331,000 and
additional interest from the appreciation of the property in the amount of
approximately $526,000.
Also in February 2003, AMAC provided a predevelopment bridge loan of
approximately $6.9 million and agreed to provide a $7.3 million rehabilitation
loan, secured by Noble Tower Apartments, a 195-unit apartment complex in
Oakland, California. AMAC has received a 1% fee for the bridge loan, which bears
interest at 12.0% and expires in July 2005. The Company will receive an
additional 1% commitment fee for the rehabilitation loan, which bears interest
at a rate of 9.75% and is expected to have a term of fifteen months.
Asset Growth
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During 2002, AMAC's assets grew from approximately $102.0 million to
approximately $195.1 million, an approximate 91.3% increase over year-end 2001.
Over the twelve months ended December 31, 2002, AMAC originated or acquired five
bridge, two construction, and one mezzanine loan representing approximately
$17.9 million, acquired seven Ginnie Mae certificates totaling approximately
$92.7 million, financed two transactions under the Fleet
Acquisition/Rehabilitation Bridge Loan Program totaling approximately $13.4
million, and provided three forward commitments totaling approximately $5.1
million. The forward commitments are scheduled to expire during 2003.
Capital Markets Activity
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The year 2002 was particularly significant for AMAC with respect to the capital
markets, as the Company completed in February 2002 its first common equity
offering since the Company listed on the American Stock Exchange in July of
1999. In connection with the offering, AMAC sold 2.5 million common shares of
beneficial interest at a price of $13.50 per share, raising net proceeds of
approximately $31 million after underwriters discount and offering expenses. The
net proceeds from the offering were fully deployed within 90 days, demonstrating
AMAC's ability to gain market share and expand the Company's asset base.
Also during 2002, both Friedman, Billings, Ramsey & Co. and RBC Capital Markets
initiated research coverage on AMAC.
Management Conference Call
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Management will conduct a conference call today to review the Company's fourth
quarter and year-end financial results for the period ended December 31, 2002.
The conference call is scheduled for 11:00 a.m. Eastern Time. Callers will be
invited to ask questions. Investors, brokers, analysts, and shareholders wishing
to participate should call (800) 479-9001. For interested individuals unable to
join the conference call, a replay of the call will be available through Monday,
March 3, 2003, at (888) 203-1112 (Passcode 211831) or on our website,
www.americanmortgageco.com, through Tuesday, March 11, 2003.
Supplemental Financial Information
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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 the Company
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AMAC is a real estate investment trust that specializes in multifamily housing
finance. AMAC originates and acquires mezzanine loans, bridge loans, and
government-insured first mortgages secured by multifamily housing properties
throughout the United States. For more information, please visit our website at
www.americanmortgageco.com or contact the Shareholder Services Department
directly at (800) 831-4826.
AMERICAN MORTGAGE ACCEPTANCE COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
ASSETS
December 31,
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2002 2001
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Investments in mortgage loans, net $ 22,384 $ 17,799
Investments in GNMA certificates-available for sale 114,034 50,060
Investment in ARCap 20,240 20,246
Cash and cash equivalents 10,404 1,018
Notes receivable 25,997 11,373
Accrued interest receivable 1,170 570
Other assets 834 916
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Total assets $ 195,063 $ 101,982
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LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Repurchase facilities payable $ 87,880 $ 43,610
Warehouse facility payable 8,788 --
Accrued interest payable 60 22
Accounts payable and accrued expenses 762 1,348
Due to Advisor and affiliates 690 331
Distributions payable 2,545 1,392
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Total liabilities 100,725 46,703
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Commitments and contingencies
Shareholders' equity:
Shares of beneficial interest; $.10 par value; 25,000,000
shares authorized; 6,738,826 issued and 6,363,630
outstanding and 4,213,826 issued and 3,838,630
outstanding in 2002 and 2001, respectively 674 421
Treasury shares of beneficial interest;
375,196 shares (38) (38)
Additional paid-in capital 99,470 68,841
Distributions in excess of net income (14,471) (14,505)
Accumulated other comprehensive income 8,703 560
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Total shareholders' equity 94,338 55,279
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Total liabilities and shareholders' equity $ 195,063 $ 101,982
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AMERICAN MORTGAGE ACCEPTANCE COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands except per share amounts)
Three Months Ended Twelve Months Ended
12/31/2002 12/31/2001 12/31/2002 12/31/2001
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Revenues:
Interest income:
Mortgage loans $ 504 $ 517 $ 2,050 $ 2,773
GNMA certificates 1,767 940 5,769 2,294
Notes receivable 608 216 2,270 451
Temporary investments 10 26 50 73
Other income 116 37 319 107
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Total revenues 3,005 1,736 10,458 5,698
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Expenses:
Interest 359 307 1,228 1,406
General and administrative 536 460 1,991 1,254
Incentive Management Fee 235 -- 235 --
FNMA loan program -- -- 358 --
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Total expenses 1,130 767 3,812 2,660
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Other gain (loss):
Equity in earnings of ARCap 600 612 2,400 2,400
Net gain (loss) on repayment of
mortgage loans and GNMA
certificates -- (39) 614 (251)
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Total other gain (loss) 600 573 3,014 2,149
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Net income $ 2,475 $ 1,542 $ 9,660 $ 5,187
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Net income per share
(basic and diluted) $ 0.39 $ 0.40 $ 1.61 $ 1.35
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Weighted average
shares outstanding
(basic and diluted) 6,363,630 3,838,630 6,017,740 3,838,630
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Certain statements in this press release may constitute forward-looking
statements within the meaning 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 trends and uncertainties that could cause
actual results to differ materially from those described in the forward-looking
statements. Such forward-looking statements speak only as of the date of this
press release. The Company expressly disclaims any obligation to release
publicly any updates or revisions to any forward-looking statements contained
herein to reflect any change in the Company's expectations with regard thereto
or change in events, conditions or circumstances on which any statement is
based.
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