-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, N5xNO9/RSTjWuS2qQqP0GquUBi34gL8aVYoHU9/EyRoJR6wXKcJijHm7Lri03BpH B8ELdrP1Okl2U82ocJ18xg== 0000845877-97-000002.txt : 19970312 0000845877-97-000002.hdr.sgml : 19970312 ACCESSION NUMBER: 0000845877-97-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970311 ITEM INFORMATION: Changes in control of registrant FILED AS OF DATE: 19970311 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: FEDERAL AGRICULTURAL MORTGAGE CORP CENTRAL INDEX KEY: 0000845877 STANDARD INDUSTRIAL CLASSIFICATION: FEDERAL & FEDERALLY-SPONSORED CREDIT AGENCIES [6111] IRS NUMBER: 521578738 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-17440 FILM NUMBER: 97554337 BUSINESS ADDRESS: STREET 1: 919 18TH ST N W STREET 2: STE 200 CITY: WASHINGTON STATE: DC ZIP: 20006 BUSINESS PHONE: 2028727700 MAIL ADDRESS: STREET 1: 919 18TH STREET NW STREET 2: SUITE 200 CITY: WASHINGTON STATE: DC ZIP: 20006 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ____________________ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) March 11, 1997 Federal Agricultural Mortgage Corporation (Exact Name of Registrant as Specified in its Charter) Federally chartered instrumentality of the United States 0-17440 52-1578738 State or Other Jurisdiction of Incorporation (Commission (IRS Employer File Number) Identification No.) 919 18th Street, N.W., Suite 200, Washington, D.C. 20006 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (202) 872-7700 N/A (Former Name or Former Address, if Changed Since Last Report) Item 5. Other Events On February 20, 1997, the Federal Agricultural Mortgage Corporation issued a press release announcing financial results for the year ended December 31, 1996, a copy of which is attached hereto. Item 7. Financial Statements and Exhibits Exhibit 99(1) - Press Release (including Condensed Consolidated Balance Sheets at December 31, 1995 and 1996 and at September 30, 1996 and Condensed Consolidated Statements of Income for the quarters ended December 31, 1995, September 30, 1996 and December 31, 1996 and for the years ended December 31, 1995 and 1996). 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. FEDERAL AGRICULTURAL MORTGAGE CORPORATION (Registrant) By: Michael T. Bennett Vice President Date: March 11, 1997 EX-99 2 EXHIBIT INDEX Exhibit Index Exhibit 99(1) Exhibit 99(1) Farmer Mac NEWS Federal Agricultural Mortgage Corporation, 919 18th Street, NW, Suite 200, Washington,D.C. 20006, www.farmermac.com FOR IMMEDIATE RELEASE CONTACT February 20, 1997 Thomas R. Clark 202-872-7700 FARMER MAC REPORTS FIRST ANNUAL PROFIT IN COMPANY HISTORY Washington, D.C. -- The Federal Agricultural Mortgage Corporation (Farmer Mac) today reported earnings for 1996 of $777 thousand, compared with a net loss of $647 thousand for 1995. Results for 1996 include an extraordinary gain on early retirement of debt of $384 thousand. For the fourth quarter, net income totaled $14 thousand, compared with $171 thousand in the third quarter of 1996 and $80 thousand in the fourth quarter of 1995. Primary earnings per share for 1996 for Classes A and B common stock were $0.14 and for Class C common stock were $0.43, compared with a loss per share of $0.14 for Classes A and B common stock and a loss per share of $0.41 for Class C common stock for 1995, as restated to reflect the Class C common stock 3-to-1 dividend and liquidation preference compared to Classes A and B common stock. Henry D. Edelman, president and chief executive officer of Farmer Mac, said, "1996 marked a turning point for Farmer Mac. The Corporation secured critical legislative changes to its charter in February 1996 that provide the needed authorities for it to conduct its business efficiently and effectively. The importance of those new authorities was demonstrated in the profitable issuance of new agricultural mortgage-backed securities (AMBS) and the opening of its cash window for direct loan purchases at competitive rates to lenders across the country. Farmer Mac's capital position was increased to $47.2 million, providing a sound base for business growth. Cumulatively, those developments permitted the Corporation to post earnings for 1996, a first since its creation." Mr. Edelman concluded, "although Farmer Mac still has many challenges ahead before its business development and profitability goals are reached, 1996 was a good year that positioned the Corporation for continued success in 1997." Net Interest Income Net interest income totaled $2.7 million for 1996, an increase of $1.0 million over 1995's $1.7 million. That 59% increase was due to a 14 basis point (0.14%) increase in the net interest spread and a $33.2 million increase in the average balance of Farmer Mac's interest-earning assets from 1995 to 1996. For the fourth quarter, net interest income totaled $785 thousand, compared with $636 thousand in the third quarter of 1996 and $670 thousand in the fourth quarter of 1995. Other Income Other income totaled $2.8 million for 1996, up $1.4 million from the $1.4 million earned in 1995. Guarantee fee income, the principal component of other income, totaled $1.6 million for 1996, up $360 thousand from $1.3 million in 1995. Farmer Mac recognizes a gain when loans purchased through its Farmer Mac I cash window are securitized and those securities are sold in the capital markets. During 1996, Farmer Mac sold approximately $149.4 million of guaranteed securities under its new authorities, from which it recognized a $1.1 million gain on issuance. No income was earned from this source in 1995, since Farmer Mac lacked the statutory authority to engage in such transactions until Congress expanded its authorities in early 1996. For the fourth quarter, other income totaled $657 thousand, compared with $482 thousand in the third quarter of 1996 and $338 thousand in the fourth quarter of 1995. Guarantee fee income totaled $492 thousand in the fourth quarter of 1996, compared with $478 thousand in the third quarter of 1996 and $302 thousand in the fourth quarter of 1995. While no gains were recognized from the issuance of guaranteed securities in the third quarter of 1996, Farmer Mac recognized $156 thousand from that source in the fourth quarter of 1996. Other Expenses Other expenses totaled $5.1 million for 1996, an increase of $1.3 million from the $3.8 million in 1995. Compensation and employee benefits, the principal component of other expenses, totaled $2.4 million in 1996, an increase of $433 thousand from the $1.9 million in 1995. For the fourth quarter, other expenses totaled $1.4 million, compared with $1.3 million in the third quarter of 1996 and $928 thousand in the fourth quarter of 1995. Compensation and employee benefits totaled $640 thousand, compared to $543 thousand in the third quarter of 1996 and $497 thousand in the fourth quarter of 1995. As a result of the utilization of net operating losses, Farmer Mac incurred tax expense of $12 thousand for 1996. Credit Farmer Mac's provision for losses totaled $262 thousand for 1996, an increase of $166 thousand from the $96 thousand in 1995. For the fourth quarter, the provision for losses totaled $61 thousand, compared to $60 thousand in the third quarter of 1996 and $23 thousand in the fourth quarter of 1995. Farmer Mac's allowances for losses on guaranteed securities held in portfolio and those sold to investors totaled $655 thousand at December 31, 1996, compared to $594 thousand at September 30, 1996 and $392 thousand at December 31, 1995. At December 31, 1996, loans that were 90 days or more past due, loans that were in foreclosure or bankruptcy and loans that had been acquired by the trust represented 0.7% of the principal amount of all loans underlying Farmer Mac guaranteed securities. Capital Farmer Mac's capital was $47.2 million at December 31, 1996, compared with $15.2 million at September 30, 1996 and $11.7 million at December 31, 1995. Farmer Mac issued 1.4 million shares of Class C Non-Voting Common Stock on December 20, 1996 in an underwritten public offering, which generated approximately $31.9 million in new equity capital and enabled Farmer Mac to significantly exceed the minimum capitalization level established by Congress as a condition to the continuation of Farmer Mac's authorities past February 1998. Farmer Mac is a federally-chartered instrumentality of the United States created by Congress to establish a secondary market for agricultural real estate and rural housing mortgage loans, and to facilitate capital market funding for U.S. Department of Agriculture guaranteed farm program and rural development loans. Farmer Mac's Class A and Class C common stocks are traded on NASDAQ under the symbols FAMCA and FAMCK. * * * * *
Federal Agricultural Mortgage Corporation Condensed Consolidated Balance Sheets Dec. 31 Sept. 30 Dec. 31 1996 1996 1995 -------------- -------------- --------------- Assets: Cash and cash equivalents $ 68,912 $ 37,613 $ 8,336 Investment securities 81,280 72,477 63,281 Farmer Mac I & II securities, net 416,501 407,412 417,169 Loans held for securitization 12,999 5,331 - Interest and guarantee fees receivable 15,566 11,945 16,145 Farmer Mac I & II payments receivable 2,421 11,663 4,939 Other investments 4,519 5,711 2,340 Prepaid expenses and other assets 568 592 254 -------------- -------------- --------------- Total Assets $ 602,766 $ 552,744 $ 512,464 ============== ============== =============== Liabilities and Stockholders' Equity: Debentures, notes and bonds, net: Due within one year $ 261,054 $ 260,819 $ 207,422 Due after one year 285,238 268,868 284,084 Accrued interest payable and other liabilities 8,952 7,623 9,134 Allowance for losses on guaranteed securities 317 269 112 -------------- -------------- --------------- Total Liabilities 555,561 537,579 500,752 Stockholders' Equity 47,205 15,165 11,712 -------------- -------------- --------------- Total Liabilities and Stockholders' Equity $ 602,766 $ 552,744 $ 512,464 ============== ============== =============== Other Data: Outstanding guaranteed securities, not held in portfolio $ 226,030 $ 202,435 $ 99,573 Outstanding commitments to purchase loans 6,650 17,072 - Outstanding commitments to sell securities 19,652 22,403 -
Federal Agricultural Mortgage Corporation Condensed Consolidated Statements of Income (in thousands, except per share amounts)
Quarter ended Year ended ----------------------------- -------------------- Dec. 31 Sept. 30 Dec. 31 Dec. 31 Dec. 31 1996 1996 1995 1996 1995 --------- -------- -------- --------- --------- Interest income: Farmer Mac I and II Securities $ 7,461 $ 7,398 $ 7,733 $ 29,672 $ 29,097 Investments and cash equivalents 2,151 1,348 2,148 6,964 7,327 Loans held for securitization 249 15 - 717 - --------- -------- -------- --------- --------- Total interest income 9,861 8,761 9,881 37,353 36,424 Interest expense 9,076 8,125 9,211 34,623 34,709 Net interest income 785 636 670 2,730 1,715 Other income: Guarantee fees 492 478 302 1,623 1,263 Gain on issuance of guaranteed securities 156 - - 1,070 - Miscellaneous 9 4 36 63 171 --------- -------- -------- --------- --------- Total other income 657 482 338 2,756 1,434 Other expenses: Compensation & employee benefits 640 543 497 2,361 1,928 Professional fees 136 277 69 828 412 Board of Directors fees and expenses 84 68 93 320 328 Regulatory fees 35 71 72 250 289 General and administrative 460 312 174 1,060 743 Provision for losses 61 60 23 262 96 --------- -------- -------- --------- --------- Total other expenses 1,416 1,331 928 5,081 3,796 Income/(loss) before income taxes and extraordinary item 26 (213) 80 405 (647) Provision for income taxes 12 - - 12 - --------- -------- -------- --------- --------- Income/(loss) before extraordinary item 14 (213) 80 393 (647) Extraordinary gain on early retirement of debt - 384 - 384 - --------- -------- -------- --------- --------- Net Income/(Loss) $ 14 $ 171 $ 80 $ 777 ($647) ========= ======== ======== ========= ========= Earnings/(loss) per share* Primary earnings/(loss) per share before extraordinary item - Class A and B Voting Common Stock $ 0.00 $ (0.04) $ 0.02 $ 0.07 $ (0.14) - Class C Non-Voting Common Stock $ 0.01 $ (0.12) $ 0.05 $ 0.22 $ (0.41) Primary earnings/(loss) per share - Class A and B Voting Common Stock $ 0.00 $ 0.03 $ 0.02 $ 0.14 $ (0.14) - Class C Non-Voting Common Stock $ 0.01 $ 0.10 $ 0.05 $ 0.43 $ (0.41) Fully diluted earnings/(loss) per share before extraordinary item - Class A and B Voting Common Stock $ 0.00 $ (0.04) $ 0.02 $ 0.07 $ (0.14) - Class C Non-Voting Common Stock $ 0.01 $ (0.11) $ 0.05 $ 0.20 $ (0.41) Fully diluted earnings/(loss) per share - Class A and B Voting Common Stock $ 0.00 $ 0.03 $ 0.02 $ 0.13 $ (0.14) - Class C Non-Voting Common Stock $ 0.01 $ 0.09 $ 0.05 $ 0.40 $ (0.41) * 1995 and third quarter 1996 earnings per share data have been restated for the Class C non-voting common stock 3-to-1 dividend and liquidation preference compared to Classes A and B voting common stock.
-----END PRIVACY-ENHANCED MESSAGE-----