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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
(Mark one)
[ x ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File Number 33-82040
--------
MAIN PLACE REAL ESTATE INVESTMENT TRUST
---------------------------------------
(Exact name of registrant as specified in its charter)
Maryland 56-1996001
- -------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
100 North Tryon Street, 23rd Floor, Charlotte, NC 28255
-------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(704) 388-7436
--------------
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark 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 that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes _x_ No___
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ x ]
The aggregate market value of the registrant's Class B Trust Shares held by non-
affiliates is approximately $1.1 million (based on $10,000 per share par value).
On March 31, 1998, there were 100,000 shares of the registrant's Class A Trust
Shares outstanding and 110 shares of the registrant's Class B Trust Shares
outstanding.
THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION I(1)(a)
and (b) OF FORM 10-K AND IS THEREFORE FILING THIS FORM WITH THE REDUCED
DISCLOSURE FORMAT.
Documents incorporated by reference: NONE
PART I
Item 1. BUSINESS
Main Place Real Estate Investment Trust (MPREIT) is an indirect subsidiary of
NationsBank, N.A., which is a wholly owned indirect subsidiary of NationsBank
Corporation (the Corporation). MPREIT was established on October 29, 1996 as a
Maryland real estate investment trust to consolidate the acquisition, holding
and management of certain closed-end residential mortgage loans owned by certain
affiliates of the Corporation. Main Place Funding Corporation (MPFC) merged
with and into MPREIT on November 1, 1996, and, as the surviving entity, MPREIT
issues and sells mortgage-backed bonds and subordinated indebtedness and
acquires, owns, holds and pledges the related mortgage notes and other assets
serving as collateral in connection therewith. In connection with the merger of
MPFC with and into MPREIT, MPFC's obligation under the Series 1995-1 and Series
1995-2 Mortgage-Backed Bonds was assumed by MPREIT.
Item 2. PROPERTIES
MPREIT does not own or lease any physical property.
Item 3. LEGAL PROCEEDINGS
MPREIT has no legal actions or proceedings pending.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Omitted in accordance with General Instruction I to Form 10-K.
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
There is no public trading market for MPREIT's Class A Trust Shares (Class A
trust shares) or Class B Trust Shares (Class B trust shares). On December 31,
1997, all of MPREIT's outstanding shares of Class A trust shares were held by
Main Place Holdings Corporation (MP Holdings), a wholly owned subsidiary of
NationsBank, N.A. On December 31, 1997, 109 of the 110 outstanding shares of
MPREIT Class B trust shares were held by charitable organizations while 1 share
was held by NationsBank, N.A. In 1997 and 1996, MPREIT paid aggregate cash
dividends of $1.2 billion and $139.5 million, respectively, on its Class A trust
shares and $88 thousand and $15 thousand, respectively, on its Class B trust
shares. In addition, during 1996, MPFC paid aggregate cash dividends of $47.3
million on its common shares to affiliated entities.
Item 6. SELECTED FINANCIAL DATA
Omitted in accordance with General Instruction I to Form 10-K.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Net income for the years ended December 31, 1997 and 1996 was $1.3 billion and
$193.0 million, respectively. The change in net income reflects the impact of
several factors including the level of and average yield on the mortgage loan
portfolio, the issuance of the Series 1997-1 Mortgage-Backed Bonds, the levels
of short-term borrowings and securities investments, the effects of securities
market conditions, the volatility of interest rates and MPREIT's election to be
treated as a real estate investment trust (REIT) for federal income tax
purposes.
Interest income increased $1.4 billion in 1997 when compared to 1996 due to an
increase in average loans, securities and time deposits placed. During 1997,
MPREIT sold available for sale securities resulting in gains of $22.8 million.
Interest expense increased $341.4 million in 1997 when compared to 1996 due
primarily to interest expense associated with securities sold under agreements
to repurchase and the Series 1997-1 Mortgage-Backed Bonds issued in March 1997.
This increase was partially offset by lower interest expense on subordinated
debt due to the repayment of the subordinated notes in March 1997. Other
operating expenses increased $14.9 million in 1997 when compared to 1996 due
primarily to higher mortgage servicing costs associated with the increase in
average loans outstanding during 1997. Due to MPREIT's election to be treated
as a REIT for federal income tax purposes, there was no income tax expense in
1997.
The average yield on mortgage loans for the years ended December 31, 1997 and
1996 was 7.52 percent and 7.53 percent, respectively. The average yields remain
flat due to changes in the mix between fixed- and adjustable-rate loans and the
repricing terms of adjustable rate loans, despite the overall decline in
mortgage rates during the year and increased levels of prepayments on mortgage
loans and scheduled amortization of the portfolio as a whole.
The weighted average interest rate on mortgage-backed bonds outstanding for the
years ended December 31, 1997 and 1996 was 6.01 percent and 5.89 percent,
respectively.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements required by this Item are listed in the Index to
Financial Statements.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
There were no changes in or disagreements with accountants on accounting and
financial disclosures.
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Omitted in accordance with General Instruction I to Form 10-K.
Item 11. EXECUTIVE COMPENSATION
Omitted in accordance with General Instruction I to Form 10-K.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Omitted in accordance with General Instruction I to Form 10-K.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Omitted in accordance with General Instruction I to Form 10-K.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Main Place Real Estate Investment Trust
---------------------------------------
Date: March 31, 1998 /s/ Karin Hirtler-Garvey
---------------------------------------
Karin Hirtler-Garvey
Senior Vice President/
Principal Accounting Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
Signature Title Date
/s/ John E. Mack President, Treasurer and March 31, 1998
- ----------------
John E. Mack Trustee
(Principal Executive and
Financial Officer)
/s/ Karin Hirtler-Garvey Senior Vice President/ March 31, 1998
- ------------------------
Karin Hirtler-Garvey Principal Accounting Officer
(Principal Accounting Officer)
/s/ James H. Luther Vice President and Trustee March 31, 1998
- -------------------
James H. Luther
/s/ G. Patrick Phillips Trustee March 31, 1998
- -----------------------
G. Patrick Phillips
MAIN PLACE REAL ESTATE INVESTMENT TRUST
INDEX TO FINANCIAL STATEMENTS
Report of Independent Accountants
Financial Statements:
Balance Sheet on December 31, 1997 and 1996
Statement of Income for the Years Ended December 31, 1997, 1996 and 1995
Statement of Cash Flows for the Years Ended December 31, 1997, 1996 and 1995
Statement of Changes in Shareholders' Equity for the Years Ended December 31,
1997, 1996 and 1995
Notes to Financial Statements
Report of Independent Accountants
To the Board of Trustees and Shareholders of
Main Place Real Estate Investment Trust
In our opinion, the accompanying balance sheets and related statements of
income, of changes in shareholders' equity and of cash flows present fairly, in
all material respects, the financial position of Main Place Real Estate
Investment Trust (the Trust) at December 31, 1997 and 1996, and the results of
its operations and its cash flows for each of the three years in the period
ended December 31, 1997 in conformity with generally accepted accounting
principles. These financial statements are the responsibility of the Trust's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these statements in
accordance with generally accepted auditing standards which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for the opinion expressed
above.
/s/ Price Waterhouse LLP
Charlotte, North Carolina
March 30, 1998
Main Place Real Estate Investment Trust
Balance Sheet
(Dollars in Thousands)
December 31
----------------------------
1997 1996
- --------------------------------------------------------------------------------
Assets
Cash and cash equivalents....................... $ 1,709,804 $ 253,578
Time deposits placed with affiliates............ 17,950,000 -
Securities:
Held for investment, at cost (market value -
$479,491) ...... 478,371 -
Available for sale............................ 22,022,424 836,938
----------------------------
Total securities............................ 22,500,795 836,938
----------------------------
Amount due from Trustee......................... 233,273 101,325
Loans, net of unearned income................... 16,612,818 14,704,375
Allowance for credit losses..................... (41,412) (42,396)
----------------------------
Loans, net of unearned income and allowance for
credit losses............................... 16,571,406 14,661,979
Interest receivable............................. 233,202 91,836
Accounts receivable from affiliates............. 396,965 214,856
Other assets.................................... 76,810 6,927
----------------------------
$ 59,672,255 $ 16,167,439
============================
Liabilities
Accrued expenses................................ $ 95,131 $ 27,316
Accrued expenses due to affiliate............... 9,610 -
Securities sold under agreements to repurchase
from affiliate................................ 22,134,599 -
Mortgage-backed bonds........................... 3,999,745 2,999,544
Subordinated notes.............................. - 1,072,733
----------------------------
26,239,085 4,099,593
----------------------------
Shareholders' Equity
Class A Trust shares, $1 par value-authorized
200,000 shares; issued: 100,000 shares........ 100 100
Class B Trust shares, $10,000 par value-authorized
200 shares; issued: 110 shares................ 1,100 1,100
Additional paid-in capital...................... 33,083,566 12,044,801
Retained earnings............................... 91,162 13,315
Net unrealized gains on securities available for
sale.......................................... 257,242 8,530
------------- -------------
Total shareholders' equity.................... 33,433,170 12,067,846
------------- -------------
$ 59,672,255 $ 16,167,439
============================
See accompanying notes to financial statements.
Main Place Real Estate Investment Trust
Statement of Income
(Dollars in Thousands)
Year Ended December 31
-------------------------------
1997 1996 1995
- --------------------------------------------------------------------------------
Income
Interest and fees on loans.................... $ 1,059,949 $ 484,191 $ 204,024
Interest on securities........................ 472,550 8,335 -
Interest on time deposits placed.............. 370,722 - -
Gains on sales of available for sale
securities.................................. 22,752 - -
-------------------------------
Total income................................ 1,925,973 492,526 204,024
-------------------------------
Expenses
Interest on securities sold under agreements
to repurchase............................... 357,610 - -
Interest on long-term and subordinated debt... 241,921 258,174 146,805
Other operating expenses...................... 32,576 17,643 9,149
-------------------------------
Total expenses.............................. 632,107 275,817 155,954
-------------------------------
Income before income taxes...................... 1,293,866 216,709 48,070
Income tax expense.............................. - 23,737 16,825
-------------------------------
Net income...................................... $ 1,293,866 $ 192,972 $ 31,245
===============================
See accompanying notes to financial statements.
Main Place Real Estate Investment Trust
Statement of Cash Flows
(Dollars in Thousands)
Year Ended December 31
------------------------------------
1997 1996 1995
- --------------------------------------------------------------------------------
Operating Activities
Net income............................... $ 1,293,866 $ 192,972 $ 31,245
Reconciliation of net income to net cash
provided by (used in) operating activities
Deferred income tax expense (benefit).. - 6,370 (2,523)
Net (increase) decrease in amount due
from Trustee......................... (131,948) 5,206 (67,731)
Net increase in interest receivable ... (141,366) (69,929) (14,283)
Net increase in accounts receivable from
affiliates........................... (182,109) (214,856) -
Net increase (decrease) in accrued
expenses............................. 67,815 (1,190) (5,474)
Net increase in accrued expenses due to
affiliate............................ 9,610 - -
Gains on sales of securities........... (22,752) - -
Other operating activities............. (70,929) 2,049 5,288
------------------------------------
Net cash provided by (used in) operating
activities.......................... 822,187 (79,378) (53,478)
------------------------------------
Investing Activities
Proceeds from maturities of securities
held for investment.................... 140,308 - -
Proceeds from sales and maturities of
securities available for sale.......... 2,276,101 6,127 -
Purchases of securities available for
sale................................... (2,270,670) - -
Net increase in time deposits placed with
affiliates............................. (17,950,000) - -
Purchases of loans from affiliate........ (4,822,224) - -
Collections of loans outstanding......... 2,389,677 1,259,402 399,908
------------------------------------
Net cash (used in) provided by investing
activities........................... (20,236,808) 1,265,529 399,908
------------------------------------
Financing Activities
Increase in securities sold under
agreements to repurchase............... 22,134,599 - -
Issuances of long-term debt.............. 1,000,000 516,593 3,925,633
Repayment of subordinated debt........... (1,072,733) (764,043) (913,451)
Proceeds from issuance of common stock... - 1,100 -
Capital contribution from
NationsBank, N.A....................... 25,000 - -
Distribution of capital.................. - (504,300) (3,393,017)
Cash dividends paid...................... (1,216,019) (186,793) (27,658)
------------------------------------
Net cash provided by (used in) financing
activities........................... 20,870,847 (937,443) (408,493)
------------------------------------
Net increase (decrease) in cash and cash
equivalents.............................. 1,456,226 248,708 (62,063)
Cash and cash equivalents at beginning of
period................................... 253,578 4,870 66,933
------------------------------------
Cash and cash equivalents at end of period $ 1,709,804 $ 253,578 $ 4,870
====================================
Supplemental cash flow disclosure
Cash paid for interest................... $ 509,040 $ 258,197 $ 169,106
Cash paid for income taxes............... 21,783 19,432 -
Securities held for investment contributed
from affiliate........................... $ 619,144 $ - $ -
Securities available for sale contributed
from affiliate........................... 20,378,603 79,280 -
Net loans contributed from affiliate....... 16,019 12,222,202 3,422,099
Noncash dividends of loans to affiliates... - 52,030 -
Loans securitized and retained in the
securities portfolio..................... 537,924 755,213 -
See accompanying notes to financial statements.
Main Place Real Estate Investment Trust
Statement of Changes in Shareholders' Equity
(Dollars in Thousands)
Additional Total
Class A Class B Paid-In Retained Shareholders'
Trust Shares Trust Shares Capital Earnings Other Equity
- --------------------------------------------------------------------------------------------------------------------
Balance on December 31, 1994............ $ - $ - $ 270,566 $ 3,549 $ - $ 274,115
Net income............................ 31,245 31,245
Cash dividends paid to NationsBank of
Texas, N.A.......................... (27,658) (27,658)
Net assets contributed by NationsBank of
Texas, N.A.......................... 3,422,099 3,422,099
Distribution of capital to NationsBank of
Texas, N.A.......................... (3,393,017) (3,393,017)
---------------------------------------------------------------------------
Balance on December 31, 1995............ - - 299,648 7,136 - 306,784
Net income............................ 192,972 192,972
Cash dividends paid................... (186,793) (186,793)
Trust shares issued................... 100 1,100 1,200
Net assets contributed by NationsBank,
N.A................................. 5,936,577 5,936,577
Distribution of capital to NationsBank,
N.A................................. (50,776) (50,776)
Net assets contributed by NationsBank
of Texas, N.A....................... 6,364,905 6,364,905
Distribution of capital to NationsBank
of Texas, N.A....................... (505,553) (505,553)
Net change in unrealized gains/(losses)
on securities available for sale.... 8,530 8,530
---------------------------------------------------------------------------
Balance on December 31, 1996............ 100 1,100 12,044,801 13,315 8,530 12,067,846
Net income............................ 1,293,866 1,293,866
Cash dividends paid to NationsBank,
N.A................................. (1,216,019) (1,216,019)
Net assets contributed by NationsBank,
N.A................................. 21,038,765 21,038,765
Net change in unrealized gains/(losses)
on securities available for sale.... 248,712 248,712
---------------------------------------------------------------------------
Balance on December 31, 1997............ $ 100 $ 1,100 $33,083,566 $ 91,162 $ 257,242 $33,433,170
===========================================================================
At December 31, 1995 and 1994, there were 100 common shares outstanding with a par value of one cent, that were issued
by MPFC. As part of the merger of MPFC into MPREIT on November 1, 1996, these common shares were retired.
See accompanying notes to financial statements.
Main Place Real Estate Investment Trust
Notes to Financial Statements
Note 1 - Accounting Policies
Basis of Presentation
Main Place Real Estate Investment Trust (MPREIT) is a subsidiary of Main Place
Holdings Corporation (MP Holdings), which is a subsidiary of NationsBank, N.A.
NationsBank, N.A. is a wholly owned indirect subsidiary of NationsBank
Corporation (the Corporation). MPREIT was established on October 29, 1996 as a
Maryland real estate investment trust to consolidate the acquisition, holding
and management of certain closed-end residential mortgage loans owned by certain
affiliates of the Corporation. Main Place Funding Corporation (MPFC) merged
with and into MPREIT on November 1, 1996, and, as the surviving entity, MPREIT
issues and sells mortgage-backed bonds and subordinated indebtedness and
acquires, owns, holds and pledges the related mortgage notes and other assets
serving as collateral in connection therewith. In connection with the merger of
MPFC with and into MPREIT, MPFC's obligation under the Series 1995-1 and Series
1995-2 Mortgage-Backed Bonds was assumed by MPREIT. The merger between MPREIT
and MPFC was accounted for in a manner similar to a pooling of interests and,
accordingly, the accompanying financial statements include the results of
operations and financial condition of MPFC since the beginning of the earliest
period presented.
The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles. The preparation of the financial
statements in conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect reported amounts and
disclosures. Actual results could differ from these estimates. Significant
estimates made by management are discussed in these footnotes as applicable.
Certain prior period amounts have been reclassified to conform to current period
classifications.
Cash and Cash Equivalents
Cash and cash equivalents include cash items in the process of collection and
amounts due from affiliated banks.
Securities
Securities are classified based on management's intention on the date of
purchase. Securities which management has the intent and ability to hold to
maturity are classified as held for investment and reported at amortized cost.
All other securities are classified as available for sale and carried at fair
value with net unrealized gains and losses included in shareholders' equity.
Interest and dividends on securities, including amortization of premiums and
accretion of discounts, are included in interest income. Realized gains and
losses from the sales of securities are determined using the specific
identification method.
Loans
Loans are reported at their outstanding principal balances, net of any charge-
offs and unamortized premiums or discounts. Discounts and premiums are
amortized to income using methods that approximate the interest method.
Nonperforming Loans
Residential mortgages and certain past due consumer loans are generally charged
off at 120 days or placed on nonperforming status upon repossession or the
inception of foreclosure proceedings. Generally, interest accrued but not
collected is charged off along with principal.
Commercial mortgage loans that are past due 90 days or more as to principal or
interest, or where reasonable doubt exists as to timely collection, including
loans that are individually identified as being impaired, are generally
classified as nonperforming loans unless well secured and in the process of
collection. Generally, loans which are past due 180 days or more as to
principal or interest are classified as nonperforming regardless of collateral
or collection status. Ordinarily, interest accrued but not collected is
reversed when a loan is classified as nonperforming.
Allowance for Credit Losses
The allowance for credit losses is available to absorb losses inherent in the
credit extension process. Credit exposures deemed to be uncollectible are
charged against the allowance for credit losses. Recoveries of previously
charged-off amounts are credited to the allowance for credit losses.
MPREIT's process for determining an appropriate allowance for credit losses
includes management's judgment and use of estimates. The adequacy of the
allowance for credit losses is reviewed regularly by management. Additions to
the allowance for credit losses are made by charges to the provision for credit
losses. On a quarterly basis, a comprehensive review of the adequacy of the
allowance for credit losses is performed. This assessment is made in the
context of historical losses, as well as existing economic conditions and
performance trends within specific portfolio segments and individual
concentrations of credit.
Foreclosed Properties
Loans are classified as foreclosed properties when MPREIT forecloses on a
property or when physical possession of the collateral is taken regardless of
whether foreclosure proceedings have taken place. Foreclosed properties are
carried at the lower of (1) the recorded amount of the loan for which the
foreclosed property previously served as collateral or (2) the fair value of the
property minus estimated costs to sell. Prior to foreclosure, the recorded
amount of the loan is reduced, if necessary, to the fair value, minus estimated
costs to sell, of the real estate to be acquired by charging the allowance for
credit losses.
Subsequent to foreclosure, gains or losses on the sale of and losses on the
periodic revaluation of foreclosed properties are credited or charged to
expense. Net costs of maintaining and operating foreclosed properties are
expensed as incurred.
Securities Sold Under Agreements To Repurchase
Securities sold under agreements to repurchase are treated as collateralized
financing transactions and are recorded at the amounts at which the securities
were sold plus accrued interest.
Income Taxes
A real estate investment trust (REIT) is subject to a number of organizational
and operational requirements, including the requirement that it currently
distribute to beneficial holders at least 95 percent of its "real estate
investment trust taxable income." For the period subsequent to November 1, 1996,
MPREIT elected to be taxed as a REIT and accordingly, no current or deferred tax
expense was provided after November 1, 1996.
Prior to November 1, 1996, MPREIT did not qualify as a REIT and its operating
results were included in the consolidated federal income tax return of the
Corporation. The method of allocating federal income tax expense was determined
under a tax allocation agreement with the Corporation. This agreement specified
that income tax expense be computed for all subsidiaries on a separate company
method, taking into account tax planning strategies and the tax position of the
consolidated group.
Prior to November 1, 1996, there were two components of income tax expense:
current and deferred. Current income tax expense approximated taxes to be paid
or refunded for the applicable period. Balance sheet amounts of deferred taxes
were recognized on the temporary differences between the bases of assets and
liabilities as measured by tax laws and their bases as reported in the financial
statements. Deferred tax expense or benefit was then recognized for the change
in deferred tax liabilities or assets between periods. Recognition of deferred
tax balance sheet amounts was based on management's belief that it was more
likely than not that the tax benefit associated with certain temporary
differences, tax operating loss carryforwards and tax credits would be realized.
Note 2 - Securities
The amortized cost and market values of securities held for investment on
December 31 were (dollars in thousands):
1997
-------------------------------------------------
Gross Gross
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
------------ --------- ---------- ------------
Mortgage-backed
securities $ 478,371 $ 1,975 $ (855) $ 479,491
============ ========= ========== ============
The amortized cost and market values of securities available for sale on
December 31 were (dollars in thousands):
1997
-------------------------------------------------
Gross Gross
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
------------ --------- ---------- ------------
Mortgage-backed
securities $ 21,765,182 $ 275,870 $ (18,628) $ 22,022,424
============ ========= ========== ============
1996
-------------------------------------------------
Gross Gross
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
------------ --------- ---------- ------------
Mortgage-backed
securities $ 828,408 $ 8,542 $ (12) $ 836,938
============ ========= ========== ============
Gross gains of approximately $22.9 million and gross losses of $.1 million were
realized on sales of available for sale securities during 1997. There were no
sales of available for sale securities during 1996 and there were no sales of
securities held for investment in 1997 or 1996.
The expected maturities of securities held for investment and securities
available for sale on December 31, 1997 are summarized in the following tables
(dollars in thousands). Actual maturities may differ from contractual
maturities or maturities shown below since borrowers may have the right to
prepay obligations with or without prepayment penalties.
Securities Held for Investment
------------------------------
Net
Unrealized
Amortized Market Gains
Cost Value (Losses)
------------ ------------ ----------
Due in one year or less $ 260,295 $ 259,757 $ (538)
Due after one year through five years 215,617 217,278 1,661
Due after five years through ten years 2,459 2,456 (3)
------------ ------------ ----------
$ 478,371 $ 479,491 $ 1,120
============ ============ ==========
Securities Available for Sale
-----------------------------
Net
Unrealized
Amortized Market Gains
Cost Value (Losses)
------------ ------------ ----------
Due in one year or less $ 41,633 $ 41,593 $ (40)
Due after one year through five years 8,446,908 8,611,312 164,404
Due after five years through ten years 11,538,899 11,628,882 89,983
Due after ten years 1,737,742 1,740,637 2,895
------------ ------------ ----------
$ 21,765,182 $ 22,022,424 $ 257,242
============ ============ ==========
Note 3 - Loans
The following table presents the composition of loans on December 31 (dollars in
thousands):
1997 1996
- -------------------------------------------------------------------
Residential mortgage.................... $ 16,551,952 $ 14,671,836
Other consumer loans.................... 39,281 -
Commercial real estate.................. 21,585 32,539
------------ ------------
Total loans, net of unearned income... $ 16,612,818 $ 14,704,375
============ ============
Mortgage loans collateralizing mortgage-backed bonds were comprised of the
following on December 31 (dollars in thousands):
1997 1996
- -------------------------------------------------------------------
Adjustable-rate......................... $ 4,604,436 $ 2,955,181
Fixed-rate.............................. 1,331,860 1,473,739
------------ ------------
Total mortgage loans.................. $ 5,936,296 $ 4,428,920
============ ============
Transactions in the allowance for credit losses on December 31 were (dollars in
thousands):
1997 1996 1995
- -----------------------------------------------------------------------------
Balance on January 1........................ $ 42,396 $ 17,805 $ 10,993
Loans charged-off........................... (986) (15) (104)
Allowance acquired with contributed loans... 2 24,606 6,916
--------- --------- ---------
Balance on December 31...................... $ 41,412 $ 42,396 $ 17,805
========= ========= =========
MPREIT had $66.8 million of nonperforming loans on December 31, 1997 and $27.5
million on December 31, 1996. The increase is due primarily to the seasoning
of the loan portfolio. Management expects nonperforming loans to continue to
grow throughout the remainder of the seasoning period and as the loan portfolio
increases. Foreclosed properties on December 31, 1997 was $1.2 million compared
to $.5 million on December 31, 1996.
During 1997, MPREIT securitized residential mortgage loans with a book value of
$537.9 million and retained the securities in its available for sale securities
portfolio.
Note 4 - Affiliate Transactions
MPREIT maintains its cash and cash equivalent accounts with NationsBank, N.A.
and NationsBank of Texas, N.A. (NationsBank Texas). At December 31, 1997,
MPREIT had $397.0 million of accounts receivable from affiliates of the
Corporation. A portion of this receivable is related to mortgage payments in
process, which generally clear within 30 days. The remaining balance of $252.7
million relates to available for sale securities sold to NationsBank, N.A. in
1997 for which payment was received in the subsequent year. Accrued expenses
due to NationsBank, N.A. totaled $9.6 million on December 31, 1997.
On December 31, 1997, MPREIT had $18.0 billion of time deposits placed with
NationsBank Texas and NationsBank, N.A. Interest income on time deposits for
the year ended December 31, 1997 was $370.7 million.
On December 31, 1997, MPREIT had $22.1 billion outstanding in securities sold
under agreements to repurchase from NationsBank, N.A. Interest expense on these
securities for the year ended December 31, 1997 was $357.6 million.
MPREIT has entered into agreements with NationsBanc Mortgage Corporation
(NationsBanc Mortgage), a wholly owned indirect subsidiary of the Corporation,
and with NationsBank, N.A. for the servicing and administration of its mortgage
portfolio. Servicing fees paid to NationsBanc Mortgage approximated $31.3
million and $16.3 million for the years ended December 31, 1997 and 1996,
respectively, and are included in "Other operating expenses" on the accompanying
statement of income.
On a monthly basis, MPREIT purchases certain mortgage loans originated by
NationsBanc Mortgage. During 1997, MPREIT purchased $4.8 billion of loans from
NationsBanc Mortgage.
During 1997, NationsBank, N.A., through its wholly owned subsidiary MP Holdings,
contributed approximately $21.0 billion in mortgage-backed securities and
collateralized mortgage obligations, approximately $16.0 million of mortgage
loans and $25.0 million in cash to MPREIT. The contributions received by MPREIT
were recorded at the book value of the assets contributed by NationsBank, N.A.
In 1997, MPREIT paid cash dividends of $1.2 billion to NationsBank, N.A. upon
finalization of taxable income for 1996 and the filing of the 1996 MPREIT tax
return.
At December 31, 1997, MPREIT had two separate revolving line of credit
agreements with NationsBank Texas for the benefit of the trustee under the
Series 1995-1 and 1995-2 Mortgage-Backed Bonds. The maximum borrowing allowed
under each agreement is $82.5 million (expires in 2000) and $15.5 million
(expires in 1998), respectively. The borrowings bear interest at prime and are
subject to a .25 percent per annum commitment fee on the unused portion of the
facility. There have been no borrowings under either of these agreements.
Additionally, a subsidiary of NationsBank Texas, NationsBanc Services, Inc.
(NBSI), provides data processing and other support services to MPREIT and
certain other subsidiaries of the Corporation. These services include
completing substantially all of MPREIT's Year 2000 software conversion projects
by the end of 1998. The related costs, which are expensed when billed, are
included in other operating expenses. NBSI is reimbursed through affiliate
allocations to the other subsidiaries.
Note 5 - Long-Term Debt
In September 1994, the Securities and Exchange Commission declared effective
MPFC's shelf registration statement (Registration Statement) to issue up to $4
billion of Mortgage-Backed Bonds (Bonds). The obligations of MPFC under the
Bonds were assumed by MPREIT pursuant to the merger of MPFC with and into MPREIT
on November 1, 1996. The Bonds, which are issuable in series pursuant to
separate indentures, are generally subject to the following terms. The Bonds,
collateralized primarily by mortgage loans on 1-to-4 family dwellings, are
obligations solely of MPREIT. The Bonds are not prepayable at the option of
MPREIT, but are subject to redemption in whole or in part under certain
circumstances. Under the terms of an indenture relating to each series of
Bonds, MPREIT must maintain a minimum amount of eligible collateral, which is
determined on a discounted basis and may consist of mortgage loans, certain U.S.
agency mortgage pass-through certificates, U.S. government securities and cash
held by a trustee (the Trustee). The types, characteristics and permitted
amounts of eligible collateral are subject to change from time to time without
the consent of the bondholders if such changes would not adversely affect the
ratings assigned to the Bonds. In the event such collateral requirements are
not met with respect to any series, MPREIT must provide additional or substitute
mortgage loans or other acceptable collateral with respect to such series to
meet the required amounts of eligible collateral and/or repurchase Bonds in an
amount sufficient to meet collateral requirements. If sufficient eligible
collateral is not supplied and/or sufficient Bonds are not repurchased, MPREIT
must redeem a portion of the outstanding Bonds of such series such that the
existing amount of the eligible collateral meets the collateral requirements of
the indenture relating to the Bonds of such series that remain outstanding after
the redemption.
The following table displays the primary terms of MPREIT's Series 1995-1, 1995-2
and 1997-1 Mortgage-Backed Bonds as of December 31, 1997 (dollars in
thousands):
Series Series Series
1995-1 1995-2 1997-1
(Issued (Issued (Issued
July 1995) October 1995) March 1997)
-------------------------------------
Amount issued...................... $ 1,500,000 $ 1,500,000 $ 1,000,000
Reference rate..................... 1-mo. LIBOR 3-mo. LIBOR 3-mo. LIBOR
+21 bps +17 bps +5 bps
Period-end interest rate........... 6.179% 5.983% 5.956%
Maturity........................... 1998 2000 2000
Mortgage loans collateralizing
mortgage-backed bonds:
Collateral - book value.......... $ 2,146,542 $ 1,692,712 $ 2,097,042
Collateral - discount value...... 1,681,284 1,681,089 1,429,112
Collateral - approximate amount
exceeding minimum indenture
requirements................... 136,000 99,000 374,000
Interest expense on the Series 1995-1, 1995-2 and 1997-1 Bonds for the year
ended December 31, 1997 was $227.9 million compared to $176.6 million on the
Series 1995-1 and 1995-2 Bonds for the year ended December 31, 1996.
During 1997, MPREIT repaid its obligation on subordinated notes due to
NationsBank, N.A. and NationsBank Texas of $1.1 billion.
As of March 31, 1998, MPREIT had no remaining capacity available for the
issuance of additional mortgage backed bonds under its existing shelf
registration.
Note 6 - Income Taxes
Due to MPREIT's tax status as discussed in Note 1, no current or deferred tax
expense has been provided after November 1, 1996. The components of income tax
expense for the years ended December 31, 1996 and 1995 were (dollars in
thousands):
1996 1995
- -----------------------------------------------------------
Current portion expense:
Federal............................ $ 17,367 $ 19,075
State.............................. - 273
--------- ----------
17,367 19,348
--------- ----------
Deferred portion expense (benefit):
Federal............................ 6,232 (2,385)
State.............................. 138 (138)
--------- ----------
6,370 (2,523)
--------- ----------
Total income tax expense............. $ 23,737 $ 16,825
========= ==========
A reconciliation of the expected federal income tax expense, based on the
federal statutory rate of 35 percent for 1996 and 1995, to the actual income tax
expense for the years ended December 31 is as follows (dollars in thousands):
1996 1995
- ---------------------------------------------------------------------
Expected federal income tax expense............ $ 75,849 $ 16,825
Increase (decrease) in taxes resulting from:
Qualified REIT income........................ (54,053) -
State tax expense, net of federal benefits... 138 39
Other........................................ 1,803 (39)
---------- ----------
Total income tax expense....................... $ 23,737 $ 16,825
========== ==========
There were no deferred tax assets or liabilities at December 31, 1997 due to
MPREIT's tax status (see Note 1). Current income tax expense presented above
was determined as if MPREIT filed a separate tax return and the amount so
determined was payable to or receivable from the Corporation. Federal taxes
payable to the Corporation of $23 million are included in the balance sheet on
December 31, 1996.
Note 7 - Fair Values of Financial Instruments
Statement of Financial Accounting Standards No. 107, "Disclosures About Fair
Value of Financial Instruments," requires the disclosure of the estimated fair
values of financial instruments. The fair value of an instrument is the amount
at which the instrument could be exchanged in a current transaction between
willing parties, other than in a forced or liquidation sale. Quoted market
prices, if available, are utilized as estimates of the fair values of financial
instruments. Fair values of items for which no quoted market price is available
have been derived based on management's assumptions with respect to future
economic conditions, the amount and timing of future cash flows and estimated
discount rates. The estimation methods for individual classifications of
financial instruments are more fully described below. Different assumptions
could significantly affect these estimates. Accordingly, the net realizable
values could be materially different from the estimates presented below.
In addition, the estimates are only indicative of individual instruments' values
and should not be considered an indication of the fair value of MPREIT.
Short-Term Financial Instruments
The carrying value of short-term financial instruments, including cash and cash
equivalents, repurchase agreements, accounts receivable from affiliates,
interest receivable and amounts due from the Trustee, approximates the fair
value. These financial instruments generally expose MPREIT to limited credit
risk and have no stated maturities or maturities of less than 30 days.
Loans
Fair values were estimated for the loans based on credit quality and maturity.
The fair value of loans was estimated by discounting estimated cash flows using
the December 31 origination rate of the Corporation and its affiliates for
similar loans. Contractual cash flows were adjusted for prepayments using
published industry data. Where credit deterioration has occurred, cash flows for
fixed- and variable-rate loans have been reduced to incorporate estimated
losses. Where quoted market prices were available, such market prices were
utilized as estimates of fair value.
Long-Term Debt
The Series 1995-1, Series 1995-2 and Series 1997-1 Bonds are variable rate
instruments and the fair value approximated book value at December 31, 1997 and
1996. The fair value of fixed rate subordinated debt outstanding on December
31, 1996 was estimated by using December 31, 1996 market rates on similar debt.
For variable rate subordinated debt, the fair value approximated book value on
December 31, 1996.
Securities Held for Investment and Securities Available for Sale
The carrying value of securities held for investment and securities available
for sale approximates the fair value.
The book and fair values of financial instruments for which book and fair value
differed on December 31 were (dollars in thousands):
1997 1996
------------------------------------------------------
Book Fair Book Fair
Value Value Value Value
- --------------------------------------------------------------------------------
Financial assets
Loans, net of unearned
income................ $ 16,612,818 $ 16,734,535 $ 14,704,375 $ 14,637,953
Allowance for credit
losses................ (41,412) - (42,396) -
Securities held for
investment............ 478,371 479,491 - -
Financial liabilities
Subordinated notes..... - - 1,072,733 1,071,953
For all other financial instruments, book value approximated fair value on
December 31, 1997 and 1996.
INDEX TO EXHIBITS *
Exhibit No. Description
1 (a) Underwriting agreement dated March 1, 1997 among the
registrant, NationsBanc Capital Markets, Inc., Bear,
Stearns & Co. Inc., Lehman Brothers Inc. and UBS
Securities LLC, incorporated by reference to Exhibit 1
(a) of the registrant's Quarterly Report on Form 10-Q
dated May 13, 1997.
2 (a) Stock Purchase Agreement, dated as of November 1, 1996,
by and between NationsBank, N.A. and NationsBank, N.A.
(South), incorporated by reference to Exhibit 2 (a) of
the registrant's Quarterly Report on Form 10-Q dated
November 14, 1996.
2 (b) Contribution Agreement, dated as of November 1, 1996,
by and between NationsBank, N.A. and Main Place
Holdings Corporation (MP Holdings), incorporated by
reference to Exhibit 2 (b) of the registrant's
Quarterly Report on Form 10-Q dated November 14, 1996.
2 (c) Agreement of Merger, dated November 1, 1996, between MP
Holdings, Main Place Funding Corporation (MPFC) and
Main Place Real Estate Investment Trust (MPREIT),
incorporated by reference to Exhibit 2 (c) of the
registrant's Quarterly Report on Form 10-Q dated
November 14, 1996.
2 (d) Stock Purchase Agreement, dated as of November 1, 1996,
by and between NationsBank, N.A. and NationsBank, N.A.
(South), incorporated by reference to Exhibit 2 (d) of
the registrant's Quarterly Report on Form 10-Q dated
November 14, 1996.
2 (e) Stock Purchase Agreement, dated as of November 1, 1996,
by and between NationsBank, N.A. and NationsBank of
Texas, N.A., incorporated by reference to Exhibit 2 (e)
of the registrant's Quarterly Report on Form 10-Q dated
November 14, 1996.
2 (f) Contribution Agreement, dated as of November 1, 1996,
by and between NationsBank, N.A. and MP Holdings,
incorporated by reference to Exhibit 2 (f) of the
registrant's Quarterly Report on Form 10-Q dated
November 14, 1996.
3 (a) Declaration of Trust of the registrant, incorporated by
reference to Exhibit 3 (a) of the registrant's
Quarterly Report on Form 10-Q dated November 14, 1996.
3 (b) Bylaws of MPREIT, incorporated by reference to Exhibit
3 (b) of the registrant's Quarterly Report on Form 10-Q
dated November 14, 1996.
4 (a) Indenture dated as of July 18, 1995 between MPFC and
First Trust National Association, pursuant to which
MPFC issued Mortgage-Backed Bonds, Series 1995-1,
bearing interest at the one-month LIBOR rate plus 21
basis points, due 1998, incorporated by reference to
Exhibit 4.1 of MPFC's Current Report on Form 8-K dated
July 18, 1995.
4 (b) Indenture dated as of October 31, 1995 between MPFC and
First Trust National Association, pursuant to which
MPFC issued Mortgage-Backed Bonds, Series 1995-2,
bearing interest at the three-month LIBOR rate plus 17
basis points, due 2000, incorporated by reference to
Exhibit 4.1 of MPFC's Current Report on Form 8-K dated
October 31, 1995.
4 (c) First Supplemental Indenture dated as of November 1,
1996 to Indenture dated as of July 18, 1995 between
MPFC and First Trust National Association, as Trustee,
incorporated by reference to Exhibit 4 (a) of the
registrant's Quarterly Report on Form 10-Q dated
November 14, 1996.
4 (d) First Supplemental Indenture dated as of November 1,
1996 to Indenture dated as of October 31, 1995 between
MPFC and First Trust National Association, as Trustee,
incorporated by reference to Exhibit 4 (b) of the
registrant's Quarterly Report on Form 10-Q dated
November 14, 1996.
4 (e) Indenture of Trust dated as of March 18, 1997 between
the registrant and First Trust National Association, as
trustee, incorporated by reference to Exhibit 4 (a) of
the registrant's Quarterly Report on Form 10-Q dated
May 13, 1997.
10 (a) Servicing Agreement dated as of July 18, 1995 between
MPFC and NationsBanc Mortgage Corporation, incorporated
by reference to Exhibit 10.1 of MPFC's Current Report
on Form 8-K dated July 18, 1995.
10 (b) Servicing Agreement dated as of October 31, 1995
between MPFC and NationsBanc Mortgage Corporation,
incorporated by reference to Exhibit 10.1 of MPFC's
Current Report on Form 8-K dated October 31, 1995.
10 (c) Note Assignment and Assumption Agreement dated as of
May 20, 1996 between NationsBank of Texas, N.A. and
NationsBank, N.A. (South), incorporated by reference
to Exhibit 10 (d) of MPFC's Quarterly Report on Form
10-Q dated August 14, 1996.
10 (d) Contribution Agreement dated as of June 4, 1996 between
MPFC and NationsBank, N.A. (South), incorporated by
reference to Exhibit 10 (e) of MPFC's Quarterly Report
on Form 10-Q dated August 14, 1996.
10 (e) Contribution Agreement dated as of September 20, 1996
between MPFC and NationsBank, N.A. (South),
incorporated by reference to Exhibit 10 (a) of the
registrant's Quarterly Report on Form 10-Q dated
November 14, 1996.
10 (f) Mortgage Loan Contribution Agreement, dated October 30,
1996, by and between NationsBank of Texas, N.A. and
MPREIT, incorporated by reference to Exhibit 10 (b) of
the registrant's Quarterly Report on Form 10-Q dated
November 14, 1996.
10 (g) Mortgage Loan Assignment, dated as of November 1, 1996,
among MPREIT, NationsBank of Texas, N.A. and
NationsBanc Mortgage Corporation, incorporated by
reference to Exhibit 10 (c) of the registrant's
Quarterly Report on Form 10-Q dated November 14, 1996.
10 (h) Mortgage Loan Contribution Agreement, dated October 30,
1996, by and between NationsBank, N.A. (South) and
MPREIT, incorporated by reference to Exhibit 10 (d) of
the registrant's Quarterly Report on Form 10-Q dated
November 14, 1996.
10 (i) Mortgage Loan Assignment, dated as of November 1, 1996,
among MPREIT, NationsBank, N.A. (South) and NationsBanc
Mortgage Corporation, incorporated by reference to
Exhibit 10 (e) of the registrant's Quarterly Report on
Form 10-Q dated November 14, 1996.
10 (j) Mortgage Loan Contribution Agreement, dated October 30,
1996, by and between NationsBank, N.A. and MPREIT,
incorporated by reference to Exhibit 10 (f) of the
registrant's Quarterly Report on Form 10-Q dated
November 14, 1996.
10 (k) Mortgage Loan Assignment, dated as of November 1, 1996,
among MPREIT, NationsBank, N.A. and NationsBanc
Mortgage Corporation, incorporated by reference to
Exhibit 10 (g) of the registrant's Quarterly Report on
Form 10-Q dated November 14, 1996.
10 (l) Servicing Agreement, dated November 1, 1996, between
MPREIT and NationsBanc Mortgage Corporation,
incorporated by reference to Exhibit 10 (l) of the
registrant's Quarterly Report on Form 10-Q dated
November 14, 1996.
10 (m) Servicing Agreement, dated November 1, 1996, between
MPREIT and NationsBank, N.A., incorporated by reference
to Exhibit 10 (m) of the registrant's Quarterly Report
on Form 10-Q dated November 14, 1996.
10 (n) Contribution Agreement dated as of October 31, 1996
between MPFC and NationsBank, N.A. (South),
incorporated by reference to Exhibit 10 (o) of the
registrant's Quarterly Report on Form 10-Q dated
November 14, 1996.
10 (o) Servicing Agreement dated as of March 18, 1997 between
the registrant and NationsBanc Mortgage Corporation,
incorporated by reference to Exhibit 10 (a) of the
registrant's Quarterly Report on Form 10-Q dated
May 13, 1997.
10 (p) Contribution agreement dated as of August 18, 1997
between MPREIT and Main Place Holdings Corporation.
10 (q) Contribution agreement dated as of September 10, 1997
between MPREIT and Main Place Holdings Corporation.
10 (r) Contribution agreement dated as of September 29, 1997
between MPREIT and Main Place Holdings Corporation.
10 (s) Contribution agreement dated as of October 21, 1997
between MPREIT and Main Place Holdings Corporation.
10 (t) Contribution agreement dated as of October 23, 1997
between MPREIT and Main Place Holdings Corporation.
10 (u) Contribution agreement dated as of October 29, 1997
between MPREIT and Main Place Holdings Corporation.
10 (v) Contribution agreement dated as of October 30, 1997
between MPREIT and Main Place Holdings Corporation.
10 (w) Contribution agreement dated as of October 31, 1997
between MPREIT and Main Place Holdings Corporation.
10 (x) Contribution agreement dated as of November 24, 1997
between MPREIT and Main Place Holdings Corporation.
10 (y) Contribution agreement dated as of November 25, 1997
between MPREIT and Main Place Holdings Corporation.
10 (z) Contribution agreement dated as of November 28, 1997
between MPREIT and Main Place Holdings Corporation.
10 (aa) Contribution agreement dated as of December 1, 1997
between MPREIT and Main Place Holdings Corporation.
10 (bb) Contribution agreement dated as of December 24, 1997
between MPREIT and Main Place Holdings Corporation.
12 Ratio of Earnings to Fixed Charges.
23 Consent of Price Waterhouse LLP.
27 Financial Data Schedule.
* The registrant agrees to furnish supplementally a copy
of any omitted schedule or exhibit to the Commission
upon request.