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 28, 2006
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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) 317-5700
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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
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On February 28, 2006, American Mortgage Acceptance Company ("AMAC" or the
"Company") (AMEX: AMC) released a press release announcing its financial results
for the fourth quarter and the twelve months ended December 31, 2005. 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
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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 28, 2006, "American Mortgage Acceptance
Company Reports Fourth Quarter and Year-End Results for 2005".
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/ Jeff T. Blau
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Jeff T. Blau
Chief Executive Officer
February 28, 2006
AT THE COMPANY
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Brenda Abuaf, Director of Shareholder Services
(800) 831-4826
AMERICAN MORTGAGE ACCEPTANCE COMPANY
REPORTS FOURTH QUARTER AND YEAR-END RESULTS FOR 2005
NEW YORK, NY - FEBRUARY 28, 2006 - American Mortgage Acceptance Company ("AMAC"
or the "Company") (AMEX: AMC) today announced financial results for its fourth
quarter and year ended December 31, 2005.
"AMAC performed very well in 2005, demonstrating the strength and viability of
the Company's business model," commented Marc D. Schnitzer, President of AMAC.
"Even in a rising rate environment, AMAC was able to maintain healthy spreads
between the Company's cost of capital and the rates that we earned on our
investment portfolio. The 2005 results were bolstered by our solid origination
volume, which increased 56.2% over our origination volume in 2004. We are well
positioned to achieve our expansion plans for 2006."
FINANCIAL HIGHLIGHTS
AMAC reported total revenues of approximately $8.2 million for the three months
ended December 31, 2005, representing an increase of approximately 54.6% as
compared to revenues of approximately $5.3 million for the three months ended
December 31, 2004. AMAC's total revenues for the twelve months ended December
31, 2005 was approximately $36.1 million, representing an increase of 64.2% as
compared to revenues of approximately $22.0 million for the twelve months ended
December 31, 2004.
As previously reported during September 2005, a Ginnie Mae Certificate ("GNMA")
and a mezzanine loan were prepaid. In connection with the prepayment, AMAC
received fees related to the prepayment of approximately $5.6 million. As AMAC's
2005 financial results include the incremental impact of this one-time
prepayment, the Company is reporting revenues, net income and Funds from
Operations both including and excluding ("adjusted") the incremental impact of
the prepayment.
AMAC's total adjusted revenues were approximately $30.6 million for the twelve
months ended December 31, 2005, representing an increase of approximately 38.8%
as compared to revenues of approximately $22.0 million for the twelve months
ended December 31, 2004. The substantial growth in our annual revenues in 2005
(exclusive of the prepayment fees) resulted primarily from increases in
investment activity and the recognition of rental revenue for real estate owned.
For the three months ended December 31, 2005, AMAC earned net income of
approximately $2.0 million, representing an increase of 50.4% as compared to net
income of approximately $1.3 million for the three months ended December 31,
2004. On a per share basis (basic and diluted), net income was $0.24 for the
three months ended December 31, 2005, representing an increase of 50.0% as
compared to net income of $0.16 for the three months ended December 31, 2004.
For the twelve months ended December 31, 2005, AMAC earned net income of
approximately $15.2 million, representing an increase of 35.1% as compared to
net income of approximately $11.3 million for the twelve months ended December
31, 2004. On a per share basis (basic and diluted), net income was $1.83 for the
twelve months ended December 31, 2005, representing an increase of 35.6% as
compared to $1.35 for the twelve months ended December 31, 2004.
AMAC earned adjusted net income of approximately $10.9 million for the twelve
months ended December 31, 2005, representing a decrease of approximately 3.2% as
compared to net income of approximately $11.3 million for the twelve months
ended December 31, 2004. On a per share basis (basic and diluted), adjusted net
income was $1.31 for the twelve months ended December 31, 2005, representing a
decrease of 3.0% as compared to net income of $1.35 for the twelve months ended
December 31, 2004. Adjusted net income was impacted by financing costs
(particularly due to higher interest rates), and Advisory fees due to higher
profits and an increased asset base. In addition, the net amount of earnings
from real estate owned declined due to the refinancing of a portion of the
portfolio, leading to a decline in AMAC's economic interests in the real estate.
Funds from Operations ("FFO") for the three months ended December 31, 2005 was
approximately $3.4 million, representing an increase of approximately 8.1% as
compared to FFO of approximately $3.1 million for the three months ended
December 31, 2004. On a per share basis (basic and diluted), FFO was $0.41 for
the three months ended December 31, 2005, representing an increase of 10.8% as
compared to FFO of $0.37 for the three months ended December 31, 2004. FFO for
the twelve months ended December 31, 2005 was approximately $17.6 million,
representing an increase of approximately 31.4% as compared to FFO of
approximately $13.4 million for the twelve months ended December 31, 2004. On a
per share basis (basic and diluted), FFO was $2.12 for the twelve months ended
December 31, 2005, representing an increase of 31.7% as compared to FFO of $1.61
for the twelve months ended December 31, 2004.
Adjusted FFO for the twelve months ended December 31, 2005 was approximately
$13.3 million, representing a decrease of approximately 0.9% as compared to FFO
of approximately $13.4 million for the twelve months ended December 31, 2004. On
a per share basis (basic and diluted), adjusted FFO was $1.60 for the twelve
months ended December 31, 2005, representing a decrease of 0.6% as compared to
FFO of $1.61 for the twelve months ended December 31, 2004. The adjusted FFO
results were impacted by the same cost factors that affected adjusted net income
results.
AMAC's present quarterly dividend on an annualized basis is $1.60 per share,
representing an approximate 10.5% yield on the $15.25 per share closing price on
February 27, 2006.
INVESTMENT ACTIVITY
During the fourth quarter of 2005, AMAC acquired four Fannie Mae certificates
with principal amounts totaling approximately $23.5 million and originated a
$5.0 million subordinated interest in a first mortgage loan.
Overall, for the twelve months ended December 31, 2005, AMAC's investment
activity included:
o Approximately $24.4 million of floating rate mezzanine loans, $21.9
million of which has been funded through December 31, 2005;
o Approximately $10.6 million of fixed rate mezzanine loans, $7.5
million of which has been funded through December 31, 2005;
o Approximately $7.5 million of first mortgage loans;
o A $5.0 million subordinated interest in a first mortgage loan; and
o $61.7 million of Fannie Mae certificates.
MANAGEMENT CONFERENCE CALL
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, 2005.
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) 946-0720. For interested individuals unable to
join the conference call, a replay of the call will be available through
Saturday, March 4, 2006, at (888) 203-1112 (Passcode 7412150) or on our website,
www.americanmortgageco.com, through Tuesday, March 14, 2006.
SUPPLEMENTAL FINANCIAL INFORMATION
For more detailed financial information, please access the Supplemental
Financial Package, which will be available in the Investor Relations section of
the AMAC website at www.americanmortgageco.com.
ABOUT THE COMPANY
AMAC is a real estate investment trust that specializes in commercial real
estate finance. AMAC originates and acquires first mortgage loans, mezzanine
loans, bridge loans, and government-insured first mortgages secured by
properties throughout the United States. For more information, please visit our
website at http://www.americanmortgageco.com or contact the Shareholder Services
Department directly at (800) 831-4826.
AMERICAN MORTGAGE ACCEPTANCE COMPANY AND SUBSIDIARIES
SELECTED FINANCIAL DATA
(In thousands, except per share amounts)
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December 31, December 31,
2005 2004
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Financial Position
Total assets $400,723 $349,033
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Repurchase facilities payable $209,101 $157,633
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Warehouse facility payable $ 4,070 $ 3,827
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Line of credit - related party $ -- $ 4,600
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Mortgages payable on real estate owned $ 40,487 $ 56,993
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Preferred shares of subsidiary (subject to mandatory repurchase) $ 25,000 $ --
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Total liabilities $286,540 $228,501
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Total shareholders' equity $114,183 $120,532
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Three months ended Twelve months ended
December 31, December 31,
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2005 2004 2005 2004
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Operations
Total revenues $8,237 $5,328 $36,143 $22,011
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Adjusted total revenues* $8,237 $5,328 $30,562 $22,011
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Net income $2,027 $1,348 $15,235 $11,273
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Adjusted net income* $2,027 $1,348 $10,909 $11,273
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Net income per share (basic and diluted) $ 0.24 $ 0.16 $ 1.83 $ 1.35
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Adjusted net income per share
(basic and diluted)* $ 0.24 $ 0.16 $ 1.31 $ 1.35
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Weighted average shares outstanding
Basic 8,307 8,336 8,316 8,336
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Diluted 8,307 8,336 8,317 8,343
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* Excludes incremental earnings in 2005 from the prepayment of GNMA and
related mezzanine investments.
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 twelve months ended December 31, 2005 and 2004, is summarized in the
following table:
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Three months ended Twelve months ended
December 31, December 31,
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2005 2004 2005 2004
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Net Income $ 2,027 $ 1,348 $ 15,235 $ 11,273
Depreciation of real property 1,351 1,776 2,389 2,143
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FFO $ 3,378 $ 3,124 $ 17,624 $ 13,416
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Adjusted FFO* $ 3,378 $ 3,124 $ 13,298 $ 13,416
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Cash flows from operating activities $ 2,985 $ 3,683 $ 18,036 $ 14,032
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Cash flows from investing activities $ 2,745 $(34,388) $(64,512) $(22,592)
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Cash flows from financing activities $(11,475) $ 20,944 $ 55,016 $ 9,206
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FFO per share (basic and diluted) $ 0.41 $ 0.37 $ 2.12 $ 1.61
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Adjusted FFO per share
(basic and diluted)* $ 0.41 $ 0.37 $ 1.60 $ 1.61
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Weighted average shares outstanding
Basic 8,307 8,336 8,316 8,336
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Diluted 8,307 8,336 8,317 8,343
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* Excludes incremental earnings in 2005 from the prepayment of GNMA and
related mezzanine investments.
(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 related 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 the Company's operating performance or as an alternative to cash
flows as a measure of liquidity. 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.
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. SUCH FORWARD-LOOKING
STATEMENTS SPEAK ONLY AS OF THE DATE OF THIS DOCUMENT. AMAC EXPRESSLY DISCLAIMS
ANY OBLIGATION OR UNDERTAKING TO RELEASE PUBLICLY ANY UPDATES OR REVISIONS TO
ANY FORWARD-LOOKING STATEMENTS CONTAINED HEREIN TO REFLECT ANY CHANGE IN AMAC'S
EXPECTATIONS WITH REGARD THERETO OR CHANGE IN EVENTS, CONDITIONS, OR
CIRCUMSTANCES ON WHICH ANY SUCH STATEMENT IS BASED.
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