Firm Capital Mortgage Investment Corporation Announces Results
TSX Symbol FC
TORONTO, Aug. 9, 2012 /CNW/ - Firm Capital Mortgage Investment Corporation (the "Corporation") (TSX FC), today released its financial statements for the three and six months ended June, 2012.
PROFIT & RETURN ON EQUITY
Comprehensive income and profit ("Profit") for the six months ended June
30, 2012 totaled $8,548,639 compared to $7,008,333 for the six months
ended June 30, 2011. Profit for the six months ended June 30, 2012
exceeded dividends by $832,675 or $0.049 per share. Profit for the
quarter ended June 30, 2012 totaled $4,610,727 compared to $3,461,415
for the quarter ended June 30, 2011. Profit for the quarter ended June
30, 2012 exceeded dividends by $613,298 or $0.036 per share. The
second quarter Profit represents an annualized return on average
Shareholders' equity of 10.36% per annum. This return on Shareholders'
equity equates to 926 basis points per annum over the average one year
Government of Canada Treasury bill yield for the quarter and is well in
excess of the Corporation's target yield objective of 400 basis points
per annum over the one year Treasury bill yield.
DIVIDEND OVERVIEW:
Monthly dividends for the second quarter totaled $0.234 per share
($0.078 per share per month).
INVESTMENT PORTFOLIO HIGHLIGHTS:
Details on the Corporation's investment portfolio as at June 30, 2012
are as follows:
- Total gross investment portfolio equals $300,221,621
- Conventional first mortgages, being those mortgages with loan to values less than 75%, comprise 76.3% of our total portfolio, and total conventional mortgages with loan to values under 75% comprise 86.9% of our total portfolio.
- Non-conventional mortgages total 4.4% of the portfolio.
- Related investments total 8.7% of the portfolio.
- Approximately 59% of the portfolio matures within 12 months. This results in a continuously revolving portfolio, allowing management to assess market conditions.
- The average face interest rate on the portfolio is 8.93% per annum.
- Regionally, the portfolio is diversified approximately as follows: Ontario 79.4%, Alberta 13.1%, British Columbia 4.1%, with the balance (3.4%) being in other provinces.
- Investment portfolio breakdown by loan size is as follows:
| Investment Portfolio Breakdown | ||
| Amount |
Number of Investments |
Total Amount |
| $0-$2,500,000 | 103 | $ 95,718,132 |
| $2,500,001-$5,000,000 | 21 | 73,778,093 |
| $5,000,001-$7,500,000 | 11 | 66,663,546 |
| $7,500,001 + | 7 | 64,061,850 |
| Total | 142 | $ 300,221,621 |
IMPAIRMENT PROVISION UPDATE:
Management has always taken a proactive approach to allowance provision
reserves. This is a prudent approach to protecting our Shareholders'
equity. In the second quarter of 2012 the Impairment provisions
increased by $200,000 to $3,180,000 which represents 1.06% of the gross
loan portfolio.
UNRECOGNIZED INCOME COLLECTED:
As at June 30, 2012, the Corporation has recorded as a receivable on its
books, banked non-refundable fee income of $545,496, which will be
recognized as income over the term of the corresponding investments.
DIVIDEND AND SHARE PURCHASE PLAN:
The Corporation has in place a Dividend Reinvestment Plan (DRIP) and
Share Purchase Plan that is available to its Shareholders. The plans
allows participants to have their monthly cash dividends reinvested in
additional shares at a 2% discount to market and grants participants
the right to purchase, without commission, additional shares, up to a
maximum of $12,000 per annum.
ABOUT THE CORPORATION
The Corporation, through its Mortgage Banker, Firm Capital Corporation,
is a non-bank lender providing residential and commercial short-term
bridge and conventional real estate financing, including construction,
mezzanine and equity investments. The Corporation's investment
objective is the preservation of Shareholders' equity, while providing
Shareholders with a stable stream of monthly dividends from
investments. The Corporation achieves its investment objectives by
pursuing a strategy of growth through investments in selected niche
markets that are under-serviced by large lending institutions. Lending
activities to date continue to develop a diversified mortgage
portfolio, producing a stable return to Shareholders. Full reports of
the financial results of the Corporation for the year are outlined in
the audited financial statements and the related management discussion
and analysis of Firm Capital, available on the SEDAR website at www.sedar.com. In addition, supplemental information is available on Firm Capital's
website at www.firmcapital.com.
Forward-Looking Statements
This news release contains forward-looking statements within the meaning
of applicable securities laws including, among others, statements
concerning our objectives, our strategies to achieve those objectives,
our performance, our mortgage portfolio and our distributions, as well
as statements with respect to management's beliefs, estimates, and
intentions, and similar statements concerning anticipated future
events, results, circumstances, performance or expectations that are
not historical facts. Forward-looking statements generally can be
identified by the use of forward-looking terminology such as "outlook",
"objective", "may", "will", "expect", "intent", "estimate",
"anticipate", "believe", "should", "plans" or "continue" or similar
expressions suggesting future outcomes or events. Such forward-looking
statements reflect management's current beliefs and are based on
information currently available to management.
These statements are not guarantees of future performance and are based on our estimates and assumptions that are subject to risks and uncertainties, including those described in our Annual Information Form under "Risk Factors" (a copy of which can be obtained at www.sedar.com), which could cause our actual results and performance to differ materially from the forward-looking statements contained in this circular. Those risks and uncertainties include, among others, risks associated with mortgage lending, dependence on the Corporation's manager and mortgage banker, competition for mortgage lending, real estate values, interest rate fluctuations, environmental matters, Unitholder liability and the introduction of new tax rules. Material factors or assumptions that were applied in drawing a conclusion or making an estimate set out in the forward-looking information include, among others, that the Corporation is able to invest in mortgages at rates consistent with rates historically achieved; adequate mortgage investment opportunities are presented to the Corporation; and adequate bank indebtedness and bank loans are available to the Corporation. Although the forward-looking information continued in this new release is based upon what management believes are reasonable assumptions, there can be no assurance that actual results and performance will be consistent with these forward-looking statements.
All forward-looking statements in this news release are qualified by these cautionary statements. Except as required by applicable law, the Corporation undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
Unaudited Condensed Interim Financial Statements of
FIRM CAPITAL MORTGAGE INVESTMENT CORPORATION
For the Three and Six Months Ended June 30, 2012 and 2011 (unaudited)
NOTICE UNDER NATIONAL INSTRUMENT 51-102
National Instrument 51-102: Continuous Disclosure Requirements requires that these interim financial statements be accompanied by this notice which indicates that these financial statements have not been reviewed by the auditors of Firm Capital Mortgage Investment Corporation.
| FIRM CAPITAL MORTGAGE INVESTMENT CORPORATION | |||||
| Condensed Interim Balance Sheets (unaudited) | |||||
| (in Canadian dollars) | |||||
| Jun. 30, 2012 | Dec. 31, 2011 | ||||
| Assets | |||||
| Amounts receivable and prepaid expenses | $ | 4,572,137 | $ | 3,478,338 | |
| Investment portfolio (note 4) | 297,041,621 | 271,048,591 | |||
| Total assets | $ | 301,613,758 | $ | 274,526,929 | |
| Liabilities and Equity | |||||
| Bank indebtedness | $ | 25,730,352 | $ | 37,763,021 | |
| Accounts payable and accrued liabilities | 1,685,955 | 1,354,639 | |||
| Unearned income | 545,496 | 556,991 | |||
| Shareholder dividend payable | 1,335,225 | 2,008,118 | |||
| Loans payable | 13,698,050 | 15,649,081 | |||
| Convertible debentures (note 5) | 84,905,608 | 69,134,395 | |||
| Total liabilities | 127,900,686 | 126,466,245 | |||
| Shareholders' Equity | 173,202,223 | 148,382,510 | |||
| Retained earnings / (deficit) | 510,849 | (321,826) | |||
| Total equity | 173,713,072 | 148,060,684 | |||
| Commitments (note 4) | |||||
| Contingent liabilities (note 11) | |||||
| Total liabilities and equity | $ | 301,613,758 | $ | 274,526,929 | |
| See accompanying notes to unaudited interim financial statements | |||||
| FIRM CAPITAL MORTGAGE INVESTMENT CORPORATION | ||||||||||||
| Condensed Interim Statements of Comprehensive Income (unaudited) | ||||||||||||
| (in Canadian dollars) | ||||||||||||
| Three Months Ended | Six Months Ended | |||||||||||
| June 30, 2012 | June 30, 2011 | June 30, 2012 | June 30, 2011 | |||||||||
| Interest and fees earned | $ | 7,513,928 | $ | 5,139,807 | $ | 13,901,238 | $ | 10,305,814 | ||||
| 7,513,928 | 5,139,807 | 13,901,238 | 10,305,814 | |||||||||
| Corporation manager interest allocation (note 9) | 565,513 | 410,017 | 1,088,245 | 789,928 | ||||||||
| Interest expense (note 10) | 1,895,468 | 1,140,777 | 3,626,865 | 2,185,092 | ||||||||
| General and administrative expenses | 242,220 | 127,598 | 437,489 | 322,461 | ||||||||
| Impairment loss on investment portfolio (note 4) | 200,000 | - | 200,000 | - | ||||||||
| 2,903,201 | 1,678,392 | 5,352,599 | 3,297,481 | |||||||||
| Total comprehensive income and profit for the period | $ | 4,610,727 | $ | 3,461,415 | $ | 8,548,639 | $ | 7,008,333 | ||||
| Profit per share (note 7) | ||||||||||||
| Basic | $0.270 | $0.237 | $0.525 | $0.483 | ||||||||
| Diluted | $0.262 | $0.237 | $0.503 | $0.482 | ||||||||
| See accompanying notes to unaudited interim financial statements | ||||||||||||
| FIRM CAPITAL MORTGAGE INVESTMENT CORPORATION | ||||||
| Condensed Interim Statements of Changes in Equity (unaudited) | ||||||
| (in Canadian dollars) | ||||||
| Six Months Ended | ||||||
| June 30, 2012 | June 30, 2011 | |||||
| Shareholders' equity | ||||||
| Shares (note 6): | ||||||
| Balance, beginning of period | $ | 147,200,878 | $ | 137,343,502 | ||
| Proceeds from issuance of shares | 21,568,271 | 368,137 | ||||
| Offering Costs | (878,494) | - | ||||
| Conversion of debentures to shares | 3,518,000 | 3,195,000 | ||||
| Balance, end of period | $ | 171,408,655 | $ | 140,906,639 | ||
| Equity component of convertible debentures (note 6): | ||||||
| Balance, beginning of period | $ | 1,181,632 | $ | 774,000 | ||
| Conversion of debentures to shares | (78,064) | (71,046) | ||||
| Equity component of debentures issued during the period | 690,000 | - | ||||
| Balance, end of period | $ | 1,793,568 | $ | 702,954 | ||
| Total shareholders' equity | $ | 173,202,223 | $ | 141,609,593 | ||
| Deficit | ||||||
| Deficit, beginning of period | $ | (321,826) | $ | (321,826) | ||
| Dividends to shareholders | (7,715,964) | (6,811,289) | ||||
| Comprehensive income and profit for the period | 8,548,639 | 7,008,333 | ||||
| Retained earnings/(deficit), end of period | $ | 510,849 | $ | (124,782) | ||
| Total Equity | $ | 173,713,072 | $ | 141,484,811 | ||
| Shares issued and outstanding (note 6) | 17,118,272 | 14,679,223 | ||||
| See accompanying notes to unaudited interim financial statements | ||||||
| FIRM CAPITAL MORTGAGE INVESTMENT CORPORATION | ||||||||||||
| Condensed Interim Statements of Cash Flow (unaudited) | ||||||||||||
| (in Canadian dollars) | ||||||||||||
| Three Months Ended | Six Months Ended | |||||||||||
| June 30, 2012 | June 30, 2011 | June 30, 2012 | June 30, 2011 | |||||||||
| Cash provided by (used in): | ||||||||||||
| Operating activities: | ||||||||||||
| Total comprehensive income and profit for the period | $ | 4,610,727 | $ | 3,461,415 | $ | 8,548,639 | $ | 7,008,333 | ||||
| Adjustments for: | ||||||||||||
| Change in impairment loss on investment portfolio | 200,000 | - | 200,000 | - | ||||||||
| Implicit interest rate in excess of coupon rate - convertible debentures | 60,163 | 21,205 | 124,834 | 44,722 | ||||||||
| Deferred finance cost amortization - convertible debentures | 175,171 | 96,664 | 317,977 | 192,267 | ||||||||
| Net changes in non-cash items: | ||||||||||||
| Increase in amounts receivable and prepaid expenses | (954,450) | (175,092) | (1,093,799) | (824,892) | ||||||||
| Increase (decrease) in accounts payable and accrued liabilities | (71,236) | (1,039,770) | 331,317 | (701,519) | ||||||||
| Increase/(decrease) in unearned income | 79,171 | 116,165 | (11,495) | 118,782 | ||||||||
| Increase/(decrease) in shareholder dividend payable | 9,189 | 10,308 | (672,893) | (982,866) | ||||||||
| Net cash flow from operating activities | 4,108,734 | 2,490,895 | 7,744,580 | 4,854,827 | ||||||||
| Financing activities: | ||||||||||||
| Proceeds from issuance of shares | 400,301 | 163,910 | 21,568,271 | 368,236 | ||||||||
| Proceeds from convertible debenture issued | - | - | 20,485,000 | - | ||||||||
| Debenture offering costs | (43,112) | - | (1,026,662) | - | ||||||||
| Offering Costs (equity) | (49,437) | - | (878,494) | - | ||||||||
| Funding/repayment of loans payable (net) | (1,016,555) | (35,925) | (1,951,032) | (436,820) | ||||||||
| Dividends to shareholders paid during the period | (3,997,429) | (3,429,647) | (7,715,964) | (6,811,289) | ||||||||
| Net cash flow from financing activities | (4,706,232) | (3,301,662) | 30,481,119 | (6,879,873) | ||||||||
| Investing activities: | ||||||||||||
| Funding of investments | (42,074,249) | (51,924,287) | (89,175,351) | (91,472,794) | ||||||||
| Discharge of investments | 41,028,089 | 34,113,403 | 62,982,321 | 60,282,487 | ||||||||
| Net cash flow used in investing activities | (1,046,160) | (17,810,884) | (26,193,030) | (31,190,307) | ||||||||
| Bank indebtedness, beginning of period | (24,086,695) | (19,599,527) | (37,763,021) | (5,005,825) | ||||||||
| Net (increase)/decrease in bank indebtedness for the period | (1,643,657) | (18,621,651) | 12,032,669 | (33,215,353) | ||||||||
| Bank indebtedness, end of period | $ | (25,730,352) | $ | (38,221,178) | $ | (25,730,352) | $ | (38,221,178) | ||||
| Cash flows from operating activities include: | ||||||||||||
| Interest received | $ | 5,617,095 | $ | 4,698,998 | $ | 10,913,826 | $ | 8,963,561 | ||||
| Interest paid | $ | 1,704,348 | $ | 1,904,711 | $ | 2,941,829 | $ | 2,040,651 | ||||
| See accompanying notes to unaudited interim financial statements | ||||||||||||
FIRM CAPITAL MORTGAGE INVESTMENT CORPORATION
Notes to Condensed Interim Financial Statements (unaudited)
Three and Six months ended June 30, 2012 and 2011
(in Canadian dollars)
Firm Capital Mortgage Investment Corporation (the "Corporation"),
through its mortgage banker, Firm Capital Corporation, in a non-bank
lender providing residential and commercial short-term bridge and
conventional real estate financing, including construction, mezzanine
and equity investments. The shares of the Corporation are listed on
the Toronto Stock Exchange under the symbol "FC". The Corporation is a
Canadian mortgage investment corporation and the registered office of
the Corporation is 1244 Caledonia Road, Toronto, Ontario, M6A 2X5. FC
Treasury Management Inc. is the Corporation manager.
1. Organization of Corporation:
On November 30, 2010, Firm Capital Mortgage Investment Trust (the
"Trust") entered into a plan of arrangement ("Reorganization"), whereby
the Trust was converted from an income trust structure into the public
corporation, Firm Capital Mortgage Investment Corporation, effective
January 1, 2011. The Corporation was incorporated pursuant to the Laws
of the Province of Ontario on October 22, 2010 for the purposes of
participating in the Reorganization.
Pursuant to the Reorganization, units of the Trust were exchanged on a
one-for-one basis for common shares of the Corporation. Holders of
units therefore became the sole shareholders of the Corporation
effective January 1, 2011.
As part of the Reorganization, the Trust was wound up and its assets
were distributed to the Corporation. The Reorganization was treated as
a change in business form rather than a change in control, and
therefore, has been accounted for as a continuity of interest. The
carrying amounts of assets, liabilities, and unitholders' equity in the
financial statements of the Trust immediately prior to the
Reorganization were the same as the carrying values of the Corporation
immediately following the Reorganization.
2. Basis of presentation:
The unaudited condensed interim financial statements of the Corporation
have been prepared by management in accordance with International
Accounting Standards ("IAS") 34, Interim Financial Reporting. The
preparation of these unaudited condensed interim financial statements
is based on accounting policies and practices in accordance with
International Financial Reporting Standards ("IFRS"). The accompanying
unaudited condensed interim financial statements should be read in
conjunction with the notes to the Corporation's audited condensed
financial statements for the year ended December 31, 2011, since they
do not contain all disclosures required by IFRS for annual financial
statements. These unaudited condensed interim financial statements
reflect all normal and recurring adjustments which are, in the opinion
of management, necessary for a fair presentation of the respective
interim periods presented.
These unaudited condensed interim financial statements have been
prepared on the historical cost basis, except for financial instruments
classified as fair value through profit or loss, which are measured at
fair value. These financial statements are presented in Canadian
dollars, which is the Corporation's functional currency.
3. Significant accounting policies:
The accounting policies applied by the Corporation in these unaudited
condensed interim financial statements are the same as those applied by
the Corporation's in its financial statements as at and for the year
ended December 31, 2011 and accordingly should be read in conjunction
with them.
4. Investment portfolio:
The following is a breakdown of the investment portfolio as at June 30,
2012 and December 31, 2011:
| Jun. 30, 2012 | Dec. 31, 2011 | |||||||||||
| Conventional first mortgages | $228,942,126 | 76.27% | $ 188,083,658 | 68.64% | ||||||||
| Conventional non-first mortgages | 31,742,220 | 10.57% | 41,927,607 | 15.30% | ||||||||
| Related investments | 13,404,311 | 4.46% | 19,958,571 | 7.28% | ||||||||
| Non-conventional mortgages | 26,132,964 | 8.70% | 24,058,755 | 8.78% | ||||||||
| Total investments (at cost) | $ 300,221,621 | 100.00% | $ 274,028,591 | 100.00% | ||||||||
| Impairment provision | (3,180,000) | (2,980,000) | ||||||||||
| Investment portfolio | $ 297,041,621 | $ 271,048,591 | ||||||||||
Conventional first mortgages are loans secured by a first priority
mortgage charge with loan to values not exceeding 75%. Conventional
non-first mortgages are loans with mortgage charges not registered in
first priority with loan to values not exceeding 75%. Related
investments are loans that may not necessarily be secured by mortgage
charge security. Non-conventional mortgages are loans that in some
cases have loan to values that exceed or may exceed 75% and are the
investments that are the source of all special profit participations
earned by the Corporation.
Investment portfolio is stated at amortized cost. The impairment loss
in the amount of $3,180,000 as at June 30, 2012 represents the total
amount of management's estimate of the shortfall between the investment
principal balances and the estimated recoverable amount from the
collateral securing the loans.
The loans comprising the Investment portfolio bear interest at the
weighted average rate of 8.93% per annum (December 31, 2011 - 9.06% per
annum) and mature between 2012 and 2015.
The un-advanced funds under the existing investment portfolio (which are
commitments of the Corporation) amounted to $61,126,658 as at June 30,
2012 (December 31, 2011 - $30,845,331).
Principal repayments based on contractual maturity dates are as follows:
| Balance of 2012 | $99,030,929 | ||||||||||||
| 2013 | 139,235,679 | ||||||||||||
| 2014 | 54,070,595 | ||||||||||||
| 2015 | 7,884,418 | ||||||||||||
| $300,221,621 |
Borrowers who have open loans have the option to repay principal at any
time prior to the maturity date.
5. Convertible debentures:
| Six Months Ended | Six Months Ended | ||||||||
| June 30, 2012 | Jun. 30, 2011 | ||||||||
| Total Debentures | Total Debentures | ||||||||
| Principal balance, beginning of period | $69,134,395 | $53,628,903 | |||||||
| Issued | 18,768,338 | - | |||||||
| Conversions | (3,518,000) | (3,195,000) | |||||||
| Adjustment to fair value of conversion option | 78,064 | 71,046 | |||||||
| Implicit interest rate in excess of coupon rate | 124,834 | 44,723 | |||||||
| Deferred finance cost amortization | 317,977 | 192,266 | |||||||
| Principal balance, end of period | $84,905,608 | $50,741,938 |
The breakdown of the Total Debentures for the six months ended June 30, 2012 presented in the above table is as follows:
| 6.00% | 5.75% | 5.40% | 5.25% | ||||||||||||
| Convertible | Convertible | Convertible | Convertible | ||||||||||||
| Debenture | Debenture | Debenture | Debenture | TOTAL | |||||||||||
| Principal balance, beginning of period | $15,225,091 | $30,021,130 | $23,888,174 | - | $69,134,395 | ||||||||||
| Issued | - | - | - | $18,768,338 | 18,768,338 | ||||||||||
| Conversions | (3,518,000) | - | - | - | (3,518,000) | ||||||||||
| Adjustment to fair value of conversion option | 78,064 | - | - | - | 78,064 | ||||||||||
| Implicit interest rate in excess of coupon rate | 30,380 | 14,356 | 57,841 | 22,258 | 124,834 | ||||||||||
| Deferred finance cost amortization | 85,260 | 105,431 | 86,492 | 40,795 | 317,977 | ||||||||||
| Principal balance, end of period | $11,900,795 | $30,140,917 | $24,032,507 | $18,831,391 | $84,905,608 | ||||||||||
| Maturity Date | Jun 30, 2013 | Oct 31, 2017 | Feb 28, 2019 | Mar 31, 2019 |
The breakdown of the Total Debentures for the year ended December 31, 2011 is as follows:
| 6.00% | 5.75% | 5.40% | ||||||||||
| Convertible | Convertible | Convertible | ||||||||||
| Debenture | Debenture | Debenture | TOTAL | |||||||||
| Principal balance, beginning of year | $23,886,736 | $29,742,067 | - | $53,628,803 | ||||||||
| Issued | - | - | $23,822,547 | $23,822,547 | ||||||||
| Conversions | (9,093,000) | - | - | (9,093,000) | ||||||||
| Adjustment to fair value of conversion option | 202,368 | - | - | 202,368 | ||||||||
| Implicit interest rate in excess of coupon rate | 57,998 | 30,117 | 3,372 | 91,487 | ||||||||
| Deferred finance cost amortization | 170,989 | 248,946 | 62,255 | 482,190 | ||||||||
| Principal balance, end of year | $15,225,091 | $30,021,130 | $23,888,174 | $69,134,395 |
In 2009, $536,000 of the 6% convertible debentures were converted by the
debenture holders to 45,617 shares of the Corporation. In 2010,
$20,000 of the 6% convertible debentures were converted by the
debenture holders to 1,702 shares of the Corporation. In 2011,
$9,093,000 of the 6% convertible debentures were converted by the
debenture holders to 773,681 shares of the Corporation. In 2012,
$3,518,000 of the 6% convertible debentures were converted by the
debenture holders to 299,396 shares of the Corporation.
In the first quarter of 2012, the Corporation completed a public
offering of 20,485, 5.25% convertible unsecured subordinated debentures
at a price of $1,000 per debenture for gross proceeds of $20,485,000.
The debentures mature on March 31, 2019 and interest is paid
semi-annually on March 31 and September 30. The debentures are
convertible at the option of the holder at any time prior to the
maturity date at a conversion price of $14.80. The debentures may not
be redeemed by the Corporation prior to March 31, 2015. On or after
March 31, 2015, but prior to March 31, 2016, the debentures are
redeemable at a price equal to the principal, plus accrued interest, at
the Corporation's option on not more than 60 days' and not less than 30
days' notice, provided that the weighted average trading price of the
shares on the Toronto Stock Exchange for the 20 consecutive trading
days ending five trading days preceding the date on which the notice of
redemption is given is not less than 125% of the conversion price. On
or after March 31, 2016 and prior to the maturity date, the debentures
are redeemable at a price equal to the principal amount plus accrued
interest, at the Corporation's option on not more than 60 days' and not
less than 30 days' prior notice. On redemption or at maturity, the
Corporation may, at its option, elect to satisfy its obligation to pay
all or a portion of the principal of the debenture by issuing that
number of shares of the Corporation obtained by dividing the principal
amount being repaid by 95% of the weighted average trading price of the
shares for the 20 consecutive trading days ending on the fifth trading
day preceding the redemption or maturity date.
The convertible debentures were allocated into liability and equity
components on the date of issuance as follows:
| Liability | $19,795,000 | |||||||||||||
| Equity | 690,000 | |||||||||||||
| Principal | $20,485,000 |
As at June 30, 2012, debentures payable bear interest at the weighted
average effective rate of 5.57% per annum (December 31, 2011 - 5.68%
per annum).
Notwithstanding the carrying value of the convertible debentures, the
principal balance outstanding to the debenture holders is $89,499,000
as at June 30, 2012.
6. Shareholders' equity:
On January 1, 2011, all outstanding Units were exchanged on a
one-for-one basis for common shares of the Corporation, as described in
Note 1.
The beneficial interests in the Corporation are represented by a single
class of shares which are unlimited in number. Each share carries a
single vote at any meeting of shareholders and carries the right to
participate pro-rata in any dividends.
(a) Shares issued and outstanding:
The following shares were issued and outstanding as at June 30, 2012:
| # of shares | Amount | |||||||||||
| Balance, beginning of period | 15,213,018 | $147,200,878 | ||||||||||
| New shares from conversion of debentures | 299,396 | 3,518,000 | ||||||||||
| New shares from public offering | 1,541,000 | 20,726,450 | ||||||||||
| New shares issued during the period under Dividend Reinvestment Plan | 64,858 | 841,821 | ||||||||||
| Offering Costs | - | (878,494) | ||||||||||
| Balance, end of period | 17,118,272 | $171,408,655 |
The following shares were issued and outstanding as at December 31, 2011:
| # of shares | Amount | |||||||||||
| Balance, beginning of year | 14,377,333 | $137,343,502 | ||||||||||
| New shares from conversion of debentures | 773,861 | 9,093,000 | ||||||||||
| New shares issued during the period under Dividend Reinvestment Plan | 61,824 | 764,376 | ||||||||||
| Balance, end of year | 15,213,018 | $147,200,878 |
In the first quarter of 2012, the Corporation completed a public
offering of 1,541,000 shares at $13.45 per share.
(b) Incentive option plan:
As at June 30, 2012, no options are outstanding (December 31, 2011 -
nil).
(c) Dividend reinvestment plan and direct share purchase plan:
The Corporation has a dividend reinvestment plan and direct share
purchase plan for its shareholders which allows participants to
reinvest their monthly cash dividends in additional Corporation shares
at a share price equivalent to the weighted average price of shares for
the preceding five day period.
7. Per share amounts:
(a) Profit per share calculation:
The following table reconcile the numerators and denominators of the
basic and diluted profit per share for the three and six months ended
June 30, 2012 and 2011.
Basic profit per share calculation:
| Three months ended | Six months ended | ||||||||||||||
| June 30, 2012 | June 30, 2011 | June 30, 2012 | June 30, 2011 | ||||||||||||
| Numerator for basic profit per share: | |||||||||||||||
| Profit | $4,610,727 | $3,461,415 | $8,548,639 | $7,008,333 | |||||||||||
| Denominator for basic profit per share: | |||||||||||||||
| Weighted average shares | 17,053,995 | 14,621,705 | 16,270,004 | 14,516,228 | |||||||||||
| Basic profit per share | $0.270 | $0.237 | $0.525 | $0.483 | |||||||||||
Diluted profit per share calculation:
| Three months ended | Six months ended | ||||||||||||||
| June 30, 2012 | June 30, 2011 | June 30, 2012 | June 30, 2011 | ||||||||||||
| Numerator for diluted profit per share: | |||||||||||||||
| Profit: | $4,610,727 | $3,461,415 | $8,548,639 | $7,008,333 | |||||||||||
| Interest on convertible debentures | 1,479,553 | 892,014 | 2,724,162 | 1,820,491 | |||||||||||
| Net profit for diluted profit per share | $6,090,280 | $4,353,429 | $11,272,801 | $8,828,824 | |||||||||||
| Denominator for diluted profit per share: | |||||||||||||||
| Weighted average shares | 17,053,995 | 14,621,705 | 16,270,004 | 14,516,228 | |||||||||||
| Net shares that would be issued: | |||||||||||||||
| Assuming debentures are converted | 6,162,321 | 3,785,973 | 6,162,321 | 3,785,973 | |||||||||||
| Diluted weighted average shares | 23,216,316 | 18,407,678 | 22,432,325 | 18,302,201 | |||||||||||
| Diluted profit per share: | $0.262 | $0.237 | $0.503 | $0.482 | |||||||||||
8. Dividends:
The Corporation intends to make dividend payments to the shareholders on
a monthly basis on or about the 15th day of each month. The operating
policies of the Corporation set out that the Corporation intends to
distribute to shareholders within 90 days after the year end at least
100% of the net income of the Corporation determined in accordance with
the Income Tax Act (Canada), subject to certain adjustments.
For the six months ended June 30, 2012, the Corporated recorded
dividends of $7,715,964 (2011 - $6,811,289) to its shareholders.
Dividends were $0.468 per share (2011 - $0.468 per share).
9. Related party transactions and balances:
Transactions with related parties are in the normal course of business
and are recorded at the exchange amount which is the amount of
consideration established and agreed to by the related parties, and are
measured at fair value.
The Corporation Manager (a company controlled by some of the directors)
receives an allocation of interest, referred to as Corporation Manager
spread interest, calculated as 0.75% per annum of the Corporation's
daily outstanding performing investment balances. For the six months
ended June 30, 2012, this amount was $1,088,245 (2011 - $789,928), and
for the three month period ending June 30, 2012 this amount was
$565,513 (2011 - $410,017). Included in accounts payable and accrued
liabilities at June 30, 2012 are amounts payable to the Corporation
Manager of $175,481 (December 31, 2011 - $204,988).
The total directors' fee paid for the six months ended June 30, 2012 was
$91,500 (2011 - $91,500). The listing of the members of the board of
directors is shown in the annual report. The key management personnel
are also directors of the Corporation and receive compensation from the
Corporation Manager.
The Mortgage Banker (a company controlled by a director) receives
certain fees from the borrowers as follows: loan servicing fees equal
to 0.10% per annum on the principal amount of each of the Corporation's
investments; 75% of all the commitment and renewal fees generated from
the Corporation's investments; and 25% of all the special profit income
generated from the non-conventional investments after the Corporation
has yielded a 10% per annum return on its investments. Interest and
fee income is net of the loan servicing fees paid to the Mortgage
Banker of approximately $145,000 for the six months ended June 30, 2012
(2011 - $105,000). The Mortgage Banker also retains all overnight
float interest and incidental fees and charges payable by borrowers on
the Corporation's investments. The Corporation's share of commitment
and renewal fees is recorded in income for the six months ended June
30, 2012 was $493,235 (2011 - $395,711) and for the three month period
ended June 30, 2012 was $150,737 (2011 - $226,177) and applicable
special profit income for the six months ended June 30, 2012 was
$681,361 (2011 - $150,375) and for the three month period ended June
30, 2012 was $625,433 (2011 - $119,857).
The Corporation Management Agreement and Mortgage Banking Agreement
contains provisions for the payment and termination fees to the
Corporation Manager and Mortgage Banker in the event that the
respective agreements are either terminated or not renewed.
Several of the Corporation's investments are shared with other investors
of the Mortgage Banker, which may include members of management of the
Mortgage Banker and/or Officers or directors of the Corporation. The
Corporation ranks equally with other members of the syndicate as to
receipt of principal and income.
Mortgages totalling $13,800,000 (December 31, 2011 - $15,560,000) are
outstanding to borrowers controlled by an independent director of the
Corporation. Each investment is dealt with in accordance with the
Corporation's existing investment and operating policies.
10. Interest expense:
| Three months ended | Six months ended | ||||||||||||||
| June 30, 2012 | June 30, 2011 | June 30, 2012 | June 30, 2011 | ||||||||||||
| Bank interest expense | $251,936 | $208,917 | $565,088 | $284,844 | |||||||||||
| Loans payable interest expense | 163,979 | 39,846 | 337,615 | 79,757 | |||||||||||
| Debenture interest expense | 1,479,553 | 892,014 | 2,724,162 | 1,820,491 | |||||||||||
| Interest expense | $1,895,468 | $1,140,777 | $3,626,865 | $2,185,092 | |||||||||||
| Deferred finance cost amortization - convertible debentures | (175,171) | (96,665) | (317,977) | (192,267) | |||||||||||
| Implicit interest rate in excess of coupon rate - convertible debentures | (60,163) | (21,205) | (124,834) | (44,722) | |||||||||||
| Change in accrued interest | 44,214 | 881,804 | (242,225) | 92,548 | |||||||||||
| Cash interest paid | $1,704,348 | $1,904,711 | $2,941,829 | $2,040,651 | |||||||||||
11. Contingent liabilities:
The Corporation is involved in certain litigation arising out of the
ordinary course of investing in loans. Although such matters cannot be
predicted with certainty, management believes the claims are without
merit and does not consider the Corporation's exposure to such
litigation to have an impact on these financial statements.
12. Fair value of financial instruments:
The fair value of amounts receivable, bank indebtedness, accounts
payable and accrued liabilities and shareholder dividend payable
approximate their carrying value due to their short-term maturities.
The fair value of investment portfolio approximate its carrying value as
the majority of the loans are repayable in full at any time without
penalty.
The fair value of loans payable approximate their carrying values due to
the fact that the majority of the loans are (i) repayable in full, at
any time upon the borrower under the underlying loan that secures the
loan payable repaying their loan without penalty, and (ii) have
floating interest rates linked to bank prime.
The fair value of convertible debentures, including their conversion
option, has been determined based on the closing price of the
debentures of the Corporation on the TSX for the respective date. The
fair value has been estimated at June 30, 2012 to be $90,236,068 (2011
- $53,996,688). This is a level 1 input which is based on a quoted
price in an active market.
SOURCE: Firm Capital Mortgage Investment Corporation
For further information: Firm Capital Mortgage Investment Corporation
Eli Dadouch
President & Chief Executive Officer
(416) 635-0221