FORM 10-Q

Securities and Exchange Commission

Washington, D. C. 20549

Quarterly Report Under Section 13 or 15(d)

of the Securities Exchange Act of 1934

For Quarter Ended: March 31, 2001

Commission File Numbers: 2-97573, 33-12626 and 33-19023

 

NATIONAL MORTGAGE ACCEPTANCE CORPORATION

(Exact name of registrant as specified in its charter)

Virginia	54-1294217

(State or other Jurisdiction	(I.R.S. Employer

of incorporation)	Identification number)

909 East Main Street

P.O. Box 1575

Richmond, Virginia

(Address of principal executive offices)

23218

(Zip Code)

(804) 775-7904

(Registrant's telephone number, including area code)

 

	Indicate by checkmark 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 of time that theregistrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes X No
 

	Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

			Class A Common Stock:		730 shares

			Class B Common Stock:		1,665 shares

 

 

 
** 

 

 

Part I:	FINANCIAL INFORMATION**
March 31, 2001

Item 1.	Financial Statements
		Attached as Appendix A.

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of
		Operations
		Attached as Appendix B.
**Part II:	OTHER INFORMATION**
Item 1.	Legal Proceedings - None

Item 2.	Changes in Securities - None

Item 3.	Defaults on Senior Securities - None

Item 4.	Submission of Matters to Vote of Security Holders - Information regarding election of directors by the registrant's voting shareholders previously reported in registrant's report on Form 10-K for its year endingDecember 31, 2000, as filed April 5, 2001. There were no other matters submitted to a vote of security holders during the quarter.

Item 5.	Other Information - None

Item 6.	Exhibits and Reports on Form 8-KThere were no reports on Form 8-K filed during the 	

		quarter. Exhibits - See index to exhibits.

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.

			**	NATIONAL MORTGAGE ACCEPTANCE CORPORATION**
				(Registrant)

 

 

				By: 	______________________________________________

					Randall B. Saufley

					Secretary/Treasurer

					Principal financial officer and duly authorized officer
**Date:		May 10, 2001

 

 

 

 

 

EXHIBIT INDEX**
2.	Not Applicable.

4.1	Indenture dated as of May 1, 1985 ("Indenture") between NMAC and Texas Commerce Bank National Association as trustee ("Trustee"), previously filed as Exhibit 4.1 to Amendment No. 1 to NMAC's Registration Statement on Form S-11,Registration No. 2-97573 and incorporated by reference.

4.2	General Supplement relating to Subsequent Series dated as of January 1, 1987, previously filed as Exhibit to NMAC's Form 8-K filed on February 10, 1985, and incorporated by reference.

4.3	Series Supplement to the Indenture, dated as of July 1, 1985, relating to Series 1985-A Bonds, previously filed as Exhibit 4 to NMAC's Form 8-K filed on July 23, 1985, and incorporated by reference.

4.4	Series Supplement to the Indenture, dated as of January 20, 1987, relating to Series B Bonds, previously filed as Exhibit 4.3 to NMAC's Form 8-K filed on February 10, 1987, and incorporated by reference.

4.5	Series Supplement to the Indenture, dated as of March 20, 1987, relating to Series C Bonds, previously filed as Exhibit 4.3 to NMAC's Form 8-K filed on April 8, 1987, and incorporated by reference.

4.6	Series Supplement to the Indenture, dated as of October 30, 1987, relating to Series D Bonds, previously filed as Exhibit 4.3 to NMAC's form 8-K filed on November 12, 1987, and incorporated by reference.

4.7	Form of Second General Supplement to Indenture relating to Subsequent Series previously filed as Exhibit 4.4 to NMAC's Post-Effective Amendment No. 1 on Form S-3 to S-11 Registration No. 33-19023 and incorporated by reference.

11.	Not applicable. Information in Appendix A.

15.	Not applicable.

18.	Not applicable.

19.	Not applicable.

20.	Not applicable.

23.	Not applicable.

24.	Not applicable.
Not applicable.

Not applicable.

**APPENDIX A (1/4)
Consolidated Statements of Financial Condition**NATIONAL MORTGAGE ACCEPTANCE CORPORATION
March 31, 2001
December 31, 2000
(unaudited)**ASSETS
Cash
$
25,756
$
49,388
Trading securities, at fair value
82,910
82,220
Loans receivable from affiliates
5,726,990
6,477,570
Accrued interest receivable
from affiliates
161,072
364,363
Other assets
131,545
138,116
TOTAL ASSETS
$
6,128,273
$
7,111,657**LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Bonds payable
$
5,726,990
$
6,477,570
Accrued interest payable
161,072
364,363
Other liabilities, principally to affiliates
34,081
59,377
TOTAL LIABILITIES
5,922,143
6,901,310**SHAREHOLDERS' EQUITY
Common stock; $1 par value:
Class A (without right to dividend)--
authorized 7,500 shares, issued and
outstanding 730 shares
730
730
Class B (non-voting)-- authorized
7,500 shares, issued and outstanding
1,665 shares
1,665
1,665
Paid-in capital
182,565
182,565
Retained earnings
21,170
25,387
SHAREHOLDERS' EQUITY
206,130
210,347**TOTAL LIABILITIES AND**SHAREHOLDERS' EQUITY
$
6,128,273
$
7,111,657
The accompanying notes are an integral part of these financial statements.
 

 

 

 
Consolidated Statements of Operations and Retained Earnings**NATIONAL MORTGAGE ACCEPTANCE CORPORATION
Three Months Ended
March 31,
2001
2000
(unaudited)**REVENUES
Interest on loans 
$
161,072
$
208,407
Other interest
1,606
2,022
Management fees
14,244
14,788
Net unrealized securities trading losses
-858
-11,949
176,064
213,268**COSTS AND EXPENSES
Interest on bonds
161,072
208,407
Management fees
14,244
14,788
Other
6,027
13,195
181,343
236,390
NET LOSS
BEFORE INCOME TAXES
-5,279
-23,122
INCOME TAX BENEFIT
-1,062
-4,648**NET LOSS
-4,217
-18,474
RETAINED EARNINGS AT
BEGINNING OF PERIOD
25,387
51,992
RETAINED EARNINGS AT
END OF PERIOD
$
21,170
$
33,518**LOSS PER SHARE
$
-1.76
$
-7.71
The accompanying notes are an integral part of these financial statements.**APPENDIX A (3/4)
Consolidated Statements of Cash Flows**NATIONAL MORTGAGE ACCEPTANCE CORPORATION
Three Months Ended
Three Months Ended
March 31, 2001
March 31, 2000
(unaudited)**Cash flows from operating activities:
Net loss
$
-4,217
$
-18,474
Adjustments to reconcile net
income to net cash provided by (used for)
operating activities:
Trading securities
-690
64,885
Cash and related investments 
restricted - Series 1985-A
Working capital reserve
0
0
Decrease in accrued interest receivable
from affiliates
203,291
268,819
Decrease in accrued interest payable
-203,291
-268,819
Other assets
6,571
-57,361
Other liabilities, principally
to affiliates
-25,296
10,164
Total adjustments
-19,415
17,688
Net cash used for
operating activities
-23,632
-786**Cash flows from investing activities:
Payments received on loans to
affiliates
750,580
1,073,968**Cash flows from financing activities:
Payments on bonds payable
-750,580
-1,073,968**Net decrease in cash
-23,632
-786
Cash at beginning of period
49,388
19,308
Cash at end of period
$
25,756
$
18,522
The accompanying notes are an integral part of these financial statements.

 

 
**APPENDIX A (4/4)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NATIONAL MORTGAGE ACCEPTANCE CORPORATION**
March 31, 2001

 
**NOTE A (Unaudited)**
	These financial statements should be read in conjunction with the financial statements and notes thereto in National Mortgage Acceptance Corporation's ("NMAC") Annual Report for the year ended December 31, 2000. The financialstatements for the three months ended March 31, 2001, include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the results of operations, financial position, and cash flows for the interim periods.These amounts are not necessarily indicative of results for a full year.
**NOTE B (New Accounting Pronouncements)**
In June 1998 the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 133, *Accounting for Derivative Instruments and Hedging Activities.*This statement replacesexisting pronouncements and practices with a single, integrated accounting framework for derivatives and hedging activities requiring companies to formally document, designate, and assess the effectiveness of transactions that receive hedge accounting.During 1999, the FASB issued SFAS No. 137, which deferred the effective date of SFAS No. 133 to fiscal years beginning after June 15, 2000. In June 2000, the FASB issued SFAS No. 138, *Accounting for Certain Derivative Instruments and Certain Hedge Activities,*which amends SFAS No. 133. SFAS No. 138 addresses a limited number of issues related to the implementation of SFAS No. 133. On January 1, 2001, theCompany adopted SFAS No. 133, as amended. The adoption had no effect on the Company's financial position or results of operations.

	In September 2000, the FASB issued SFAS No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities." This statement revises criteria for accounting for securitizations, otherfinancial-asset transfers and collateral. The statement is effective for reporting periods beginning after March 31, 2001. However, certain disclosure provisions are effective for fiscal years ending after December 15, 2000. On April 1, 2001, the companyadopted SFAS No. 140. The adoption of this statement did not have a material effect on the Company's consolidated financial statements
**APPENDIX B

TO FORM 10-Q

Management's Discussion and Analysis of Financial Condition and Results of Operations

NATIONAL MORTGAGE ACCEPTANCE CORPORATION**
March 31, 2001

	During the quarter ended March 31, 2001, National Mortgage Acceptance Corporation ("NMAC") did not issue any new series of its TIMCO (Thrift Industry Mortgage Collateralized Obligation) or Mortgage Collateralized Obligation Bonds.

	During the three (3) month period ending, March 31, 2001, NMAC revenues were $176,064 which consisted primarily of i) interest on loans receivable under funding agreements between NMAC and the participating borrowers for NMAC'sTIMCO Bonds, Series 1985-A (FHLMC Certificates) (the "Series 1985-A Bonds") and ii) Management Fees received for the on-going administration of two outstanding Bond Series: Series 1985-A Bonds, (FHLMC Certificates), and Series D Bonds (GNMA Certificates).Future revenues are expected to be provided from interest payments on funding agreements for the Series A Bonds. 

	NMAC has caused an election to be made under the Internal Revenue Code of 1986, as amended (the "Code"), to have the Trust Estate for the Series D Bonds taxed as a separate real estate mortgage investment conduit (a "REMIC"), inwhich the Series D Bonds are "regular interests," as defined in the Code, with respect to the REMIC. Other than its on-going fees for administration of the Series D Bond REMIC, NMAC has no future economic benefit in the segregated asset pool comprising ofthe Series D Bond REMIC. The "residual interest" in the Series D Bond REMICs was sold by NMAC for cash in 1987. Accordingly, neither the collateral for the Series D Bonds nor the Series D Bonds are recorded as assets or liabilities, respectively, of NMAC.The interest income on the collateral for, and the related interest expense on, the Series D Bonds will be recorded only within the Series D Bond REMIC. Neither the interest income nor the related interest expense on REMIC will have an impact on NMAC'sfinancial statements.

	Interest on NMAC's outstanding Series 1985-A Bonds was the major source of costs and expenses for the period. Cash flow from payments on the loans receivable securing the Series 1985-A Bonds are anticipated to provide cashsufficient to make all required payments on the related 1985-A Bonds. Consequently, NMAC anticipates that it will have no additional cash requirements with respect to any of its outstanding Bonds.

	NMAC believes sufficient liquidity and capital resources exist to pay all amounts due on the Series 1985-A Bonds and all other expenses of NMAC. Furthermore, because each Series of Bonds is secured by collateral paying interest atspecified or determinable maximum rates and payments on each Series of Bonds are designed not to exceed payments received on the collateral for the related Series, inflationary pressures have not affected, and are not expected to affect, significantly theability of NMAC to meet its obligations as they become due.

	NMAC has no salaried employees and has entered into management and administrative service agreements with Scott & Stringfellow, Inc. (formerly Craigie Incorporated), an affiliate of NMAC and a wholly-owned subsidiary of BB&T Corporation, pursuant to which Scott & Stringfellow, Inc. (S&S, Inc.) provides NMAC with administrative, accounting and clerical services, office space and the use of the service mark "TIMCO" for the registrant's Bonds. Under these agreements,S&S, Inc. receives fees from NMAC in connection with each funding agreement executed between NMAC and the participating borrowers and with respect to the residual interests with respect to the registrant's Series D Bonds. Fees paid to NMAC byparticipating borrowers with respect to its Series A Bonds and the holders of the residual interest with respect to its Series D Bonds are expected by NMAC to be sufficient to provide for all on-going costs and expenses with respect to the outstandingSeries of its Bonds. NMAC therefore anticipates that it will have no additional cash or liquidity requirements with respect to its obligations under any outstanding Series of its Bonds. Payments under the management and administrative services agreementsbetween NMAC and S&S, Inc. are not expected to exceed the amount received by NMAC as on-going fees paid to it by participating borrowers under their funding agreements and/or holders of the residual interest with respect to the Series D REMIC Bonds.Chase Bank of Texas, N.A., trustee for all outstanding Series of NMAC's Bonds, also holds funds in expense reserve accounts established under the Series Supplements for certain of NMAC's outstanding Bonds to provide for future expenses of the Trustee withrespect to the related Series Supplement if other funds are insufficient therefore. Such amounts are held under the respective Series Supplements and are not recorded in the financial statements for NMAC.

	With respect to certain of its administration duties for the Series D REMIC, NMAC has contracted with Asset Investors, Inc. (formerly Financial Asset Management Corporation and M.D.C. Consulting, Inc.). Amounts due Asset Investors,Inc. for services rendered are paid from amounts received by NMAC for administrative services from holders of the Series D REMIC residual interest and are less than the gross amount payable by such holders to NMAC.

	On November 12, 1996 Scott & Stringfellow, Inc. (Craigie Incorporated at time of purchase) purchased from the Federal Deposit Insurance Corporation ("FDIC") the stock of three of the affiliates who participated in the Series1985-A Bonds. The affiliates were Atlantic Financing Corporation, Security Federal Financing Corporation and Mountain Financial Corporation. Effective June 30, 1998, Atlantic Financing and Security Federal were merged into Mountain Financial Corporation.In addition, the parent company of S&S Inc., BB&T Corporation, purchased Life Savings Bank on March 1, 1998 which owns a fourth affiliate of NMAC named Life Capital Corporation. Life Capital was purchased by S&S, Inc. and subsequently mergedinto Mountain Financial Corporation effective September 30, 1998.

	On September 17, 1999, NMAC offered to subscribe to 1,000 shares of the Common Stock ("Stock") of National Mortgage Securities Corporation ("NMSC") and agreed, in consideration therefor, to transfer cash in the amount of $10,000 toNMSC. NMAC also represented that the Stock would be held for investment and not for the purpose of distribution or resale. NMAC transferred cash in December 1999 and recorded an investment in subsidiary on its books. This investment is included in "OtherAssets" on the Balance Sheet for December 31, 1999 and subsequent quarters. NMSC is a wholly owned subsidiary of NMAC.

.

NMSC was formed to purchase or otherwise acquire, own, hold, pledge, finance, transfer, assign and otherwise deal in or with mortgage assets (including mortgage loans), mortgage-backed securities, asset-backed securities, mortgagecollateralized obligations, other interests in real estate, and any combination of the foregoing, including, but not limited to, (1) mortgage assets secured by senior or subordinate liens on residential property, (2) participation interests in mortgageassets, (3) pass-through, mortgage-backed certificates as to which Federal National Mortgage Association guarantees the timely payment of interest at the pass-through rate and the timely payment of principal, and other securities as dictated in NMSC'sArticles of Incorporation. NMSC has no salaried employees and its officers and directors also hold offices in NMAC. There was no business activity in NMSC during the period. 

	As of March 31, 2001, NMAC's assets were $6,128,273 including $108,666 in unrestricted cash and trading securities. This cash and security balance, plus interest earnings from the investment thereof, is available to pay NMAC'sannual operating expenses, and, if and to the extent necessary, amounts in connection with the outstanding Bonds of NMAC.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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