SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
[ x ] QUARTERLY REPORT PURSUANT SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2003
[ ] TRANSITION REPORT PURSUANT SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to _________
Commission file number 000-32409
UNITED MORTGAGE TRUST
(Exact Name of Registrant as Specified in its
Governing Instruments)
(a Maryland trust) (IRS Employer Identification
Number 75-6496585)
5740 Prospect Avenue
Suite 1000
Dallas, Texas 75206
(214) 237-9305
Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 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 whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act) Yes [ ] No [ X ]
6,651,768
Number of shares of Registrant?s shares of
beneficial interest outstanding as of September 30, 2003.
(i)
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TABLE OF CONTENTS
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets
Unaudited Statements of Income
Unaudited Statements of Cash Flows
Notes to Financial Statements
Item 2. Management?s Discussion and Analysis of Financial Condition and
Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Item 4. Controls and Procedures
PART II OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities and Use of Proceeds
Item 3. Defaults upon Senior Debentures
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
SIGNATURE
EXHIBITS
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PART I -- FINANCIAL INFORMATION
UNITED MORTGAGE TRUST
BALANCE SHEETS
September 30, December 31,
2003 2002
-----------------------------
(unaudited) (audited)
ASSETS
Cash $ 11,816,675 $ 646,570
Investment in residential mortgages
and Contracts for Deed 35,500,094 38,975,771
Interim mortgages 65,200,382 49,136,321
Accrued interest receivable 3,072,494 1,917,088
Receivable from affiliate 56,479 109,594
Equipment, less accumulated depreciation
of $4,482 and $3,336, respectively 21,375 22,520
Other assets 360,276 284,027
------------ -----------
Total Assets $116,027,775 $91,091,891
------------ -----------
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Line-of-credit $ -- $ 6,245,000
Dividend payable 981,853 806,423
Accounts payable & accrued
liabilities 10,593 550,880
----------- ----------
Total Liabilities $ 992,446 $ 7,602,303
----------- ----------
Commitments and contingencies -- --
Shares of beneficial interest
redeemable, 1,078,309 shares
issued and outstanding 21,566,181 21,566,181
Shareholders' equity:
Shares of beneficial interest; $.01 par
value; 100,000,000 shares authorized;
5,967,323 and 3,897,229 shares
issued and 5,573,459 and 3,778,180
outstanding, respectively 59,673 38,972
Additional paid-in capital 101,770,619 65,354,916
Advisor?s reimbursement 397,588 397,588
Cumulative distributions in excess
of earnings (1,541,383) (1,535,323)
----------- ----------
100,686,497 64,256,153
Less treasury stock, 393,864 and
119,049 shares in 2003 and 2002,
at cost (7,217,349) (2,332,746)
----------- ----------
Total Shareholders' Equity $ 93,469,148 $61,923,407
----------- ----------
Total Liabilities and
Shareholders? Equity $116,027,775 $91,091,891
----------- ----------
<FN>
See accompanying notes.
</FN>
</Table>
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UNITED MORTGAGE TRUST
STATEMENTS OF INCOME
(unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
2003 2002 2003 2002
---------------------- ----------------------
(unaudited) (unaudited)
Revenues:
Interest income $3,088,519 $2,154,337 $8,814,068 $5,833,613
Losses on sales
of foreclosed properties (41,287) (2,372) (166,803) (3,406)
---------- ---------- ---------- ----------
3,047,232 2,151,965 8,647,265 5,830,207
---------- ---------- ---------- ----------
Expense:
General and administrative 63,221 54,722 263,263 139,999
Interest (income) expense (1,154) 2,844 139,487 20,823
Loan servicing fee 31,348 49,842 107,518 147,161
Management fee 188,585 119,008 526,615 302,862
---------- ---------- ---------- ----------
282,000 226,416 1,036,883 610,845
---------- ---------- ---------- ----------
Net income $2,765,232 $1,925,549 $7,610,382 $5,219,362
========== ========== ========== ==========
Net income per share
of beneficial interest $0.45 $0.45 $1.38 $1.35
========== ========== ========== ==========
Weighted average
shares outstanding 6,124,492 4,288,840 5,518,647 3,868,760
========== ========== ========== ==========
<FN>
See accompanying notes.
</FN>
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UNITED MORTGAGE TRUST
STATEMENTS OF CASH FLOWS
(unaudited)
For the Nine Months Ended
September 30,
2003 2002
------------------------
Cash flows from operating activities:
Net income $ 7,610,382 $ 5,219,362
Adjustments to reconcile net income
to net cash provided by operating
activities:
Losses on sales of foreclosed property 166,803 3,406
Depreciation and amortization 1,145 (15,731)
Net amortization of discount on
mortgage investments (48,681) (11,663)
Changes in assets and liabilities:
Accrued interest receivable (1,155,406) (622,240)
Other assets (76,249) (50,828)
Accounts payable and accrued
liabilities (540,287) (130,246)
Net cash provided by operating ----------- ----------
activities: 5,957,707 4,392,060
----------- ----------
Cash flows from investing activities:
Investment in residential mortgages
and Contracts for Deed (1,908,716) (3,346,413)
Principal receipts on residential
mortgages and Contracts for Deed 5,266,269 3,328,506
Investment in interim mortgages (72,239,079) (43,119,618)
Principal receipts on interim mortgages 56,175,022 21,272,218
Net cash used in investing ----------- -----------
activities: (12,706,504) (21,865,307)
----------- -----------
Cash flows from financing activities:
Proceeds from issuance of shares of
beneficial interest 36,436,403 21,976,768
Purchases of treasury stock (4,884,603) (1,067,560)
Net borrowings (payments) on line-
of-credit (6,245,000) 4,335,000
Receivable from affiliate 53,115 2,706
Dividends (7,441,013) (5,613,086)
Net cash provided by financing ----------- -----------
activities: 17,918,902 19,633,828
----------- -----------
Net increase in cash 11,170,105 2,160,581
Cash at beginning of period 646,570 33,569
----------- -----------
Cash at end of period $11,816,675 $ 2,194,150
----------- -----------
Supplemental information:
Interest paid $ 139,487 $ 20,823
----------- -----------
<FN>
See accompanying notes.
</FN>
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UNITED MORTGAGE TRUST
Notes to Financial Statements
September 30, 2003
(Unaudited)
1. Description of Business
The Company
United Mortgage Trust (the ?Company?) is a Maryland real estate
investment trust which qualifies as a real estate investment trust (a
?REIT?) under federal income tax laws. The advisor to the Company is
UMT Advisors, Inc., (?UMTA?) a Texas corporation. The Company invests
exclusively in first lien, fixed rate mortgages secured by single-
family residential property throughout the United States. Such loans
are originated by others to the Company?s specifications or to
specifications approved by the Company. Most, if not all, of such
loans are not insured or guaranteed by a federally owned or guaranteed
mortgage agency. The Company?s corporate offices are located in Dallas,
Texas.
The Company was required to file a post-effective amendment to the
registration statement by April 30, 2002 to include updated financial
information and did not do so until November 4, 2002. As a result, the
Company faces a contingent liability for rescission in the approximate
amount of $22 million plus interest (the amount of which will be
subject to the laws of the state in which the purchaser resides) and
less the dividends paid to those persons who purchased shares between
May 1, 2002 and October 31, 2002 when the Company stopped selling
shares. During that period approximately 1,118,000 shares were sold for
gross offering proceeds of approximately $22 million. In August, the
Company filed a Form S-11 with the Securities and Exchange Commission
(?SEC?) and received comments, to which the Company is currently in the
process of responding. The Company anticipates responding to the
comments in mid-November and anticipates an effective filing in late
November or early December. The Company will begin the rescission offer
once effective.
The Company recently filed a Form S-11 with the SEC requesting
deregistration of its remaining shares of beneficial interest. The
SEC?s order of effectiveness was dated October 27, 2003, which
terminated the offering of shares. The Company intends to file an S-3
registration to reinstate its dividend reinvestment plan the second
week of November. Upon receipt at the SEC an effectiveness order will
be issued.
2. Basis of Presentation
The accompanying unaudited financial statements were prepared in
accordance with accounting principles generally accepted in the United
States of America for interim financial information and with the
instructions to Form 10-Q of Regulation S-X. They do not include all
information and footnotes required by accounting principles generally
accepted in the United States of America for complete financial
statements. However, except as disclosed herein, there has been no
material change in information disclosed in the notes to the financial
statements for the year ended December 31, 2002 included in the
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Company?s 10-KSB filed with the SEC. The interim unaudited financial
statements should be read in conjunction with those financial
statements. In the opinion of management, all adjustments considered
necessary for a fair presentation, consisting solely of normal
recurring adjustments, were made. Operating results
for the three and nine month ended September 30, 2003 are not
necessarily indicative of the results that may be expected for the year
ended December 31, 2003.
3. Line-of-Credit
The Company had a twelve-month credit facility with a maximum
borrowing limit of $10,000,000, which expired on July 10, 2003. The
line-of-credit was extended for twelve months on July 11, 2003 with
an interest rate of 4.5%. It is collateralized with the assignment
of certain residential mortgages and contracts for deed. There was
no outstanding balance at September 30, 2003.
4. Related Party Transactions
The Company has an Advisory Agreement with UMTA to manage the day-to-
day operations of the Company and generally, the day-to-day expenses
associated with running the Company are born by UMTA. The Company was
charged a trust management fee, calculated monthly, that was $188,585
and $119,008 for the three month periods, and $526,615 and $302,862 for
the nine month periods ended September 30, 2003 and 2002, respectively.
The fee was calculated as 1/12th of 1/2 of 1% of the first $50,000,000
of income producing assets and 1/12th of 1% of income producing assets
in excess of $50,000,000.
Under the terms of the Advisory Agreement the Company paid acquisition
fees to UMTA for providing services related to identifying and
purchasing loans. The fee was calculated as 3% of net proceeds (gross
proceeds less selling commissions and wholesaling and marketing
allocations). Fees paid during the three month periods were $481,115
and $237,400, respectively, and $988,891 and $643,390 for the nine
month periods ended September 30, 2003 and 2002, respectively.
The Company has a Mortgage Servicing Agreement with Prospect Service
Corp. (formerly South Central Mortgage, Inc.) (?PSC?), an affiliate,
incurring service fees of $31,348 and $49,842 for the three month
periods, respectively, and $107,518 and $147,161 for the nine month
periods ended September 30, 2003 and 2002, respectively.
ITEM 2. MANAGEMENT?S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following section contains forward-looking statements within
the meaning of Section 27A of the Securities Act, and Section 21E of
the Exchange Act and should be read in conjunction with our Financial
Statements and related notes appearing in this Form 10-Q. Such forward-
looking statements may be identified by the words ?anticipate,?
?believe,? ?estimate,? ?expect? or ?intend? and similar expressions.
Forward looking statements are likely to address such matters as our
business strategy, future operating results, future sources of
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funding for mortgage loans brokered by us, future economic
conditions and pending litigation involving us each of which are
discussed herein.
RESULTS OF OPERATIONS FOR THE THREE MONTHS AND NINE MONTHS ENDED
SEPTEMBER 30, 2003 AND 2002
We were formed on July 12, 1996, however our business operations
commenced in March 1997 when the Securities and Exchange Commission
(?SEC?) issued an order of registration for our initial public
offering of shares of beneficial interest. A post-effective amendment
to our registration was effective with the SEC order dated August 26,
2003. For more information please refer to the prospectus dated August
26, 2003, which is also available on our website
www.unitedmortgagetrust.com.
<Table>
<Caption>
LOANS PURCHASED during the three months and nine months ended
September 30, 2003 and 2002
- --------------------------------------------------------------------------------
Three months Nine months
Loan Category 2003 2002 2003 2002
- ------------------------- ----------------------- -------------------------
Residential Mortgages 5 16 17 57
Unpaid principal balance $442,000 $549,000 $1,011,000 $3,045,000
Contracts for Deed 0 4 7 7
Unpaid principal balance $0 $189,000 $286,000 $300,000
Interim Mortgages
Net increase in principal $1,613,000 $10,104,000 $16,064,000 $21,847,000
- --------------------------------------------------------------------------------
</Table>
During the three months and nine months ended September 30, 2003
we purchased a modest number of Residential Mortgages and Contracts
for Deed and we had a significant number of them prepay for a net
decrease in the number of Residential Mortgages and Contracts for
Deed. During the three months we funded $28,853,000 of Interim
Mortgages and after loan payoffs had a modest increase of $1,613,000.
During the nine months we funded $72,239,000 and after payoffs have a
net increase in the portfolio of $16,064,000.
This compares to a modest addition of 16 Residential Mortgages
and four Contracts for Deed during the three months of 2002 and 57
Residential Mortgages and 7 Contracts for Deed during the nines months
of 2002. The significant growth in the 2002 periods was Interim
Mortgage. During the three months we funded $18,983,000 of Interim
Mortgages and after loan payoffs had an increase of $10,104,000.
During the nine months we funded $43,120,000 and after payoffs have a
net increase in the portfolio of $21,853,000.
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As of September 30, 2003 our mortgage portfolio in the aggregate
consisted of 543 Residential Mortgages, 167 Contracts for Deed and
1,088 interim Mortgages. As of the dates of purchase, the portfolio
had an unpaid principal balance of $100,700,000, and was purchased for
a discounted price of $99,995,000 (99.30% of the unpaid principal
balance). The average loan in the portfolio had a blended interest
rate of 13.04%, a current annual yield of 13.13%, an investment-to-
value ratio of 70.82%, an unpaid principal balance of $56,000, and a
term remaining of 274 months for Residential Mortgages and Contracts
for Deed and less than 12 months for Interim Mortgages.
As of September 30, 2002 our mortgage portfolio in the aggregate
consisted of 612 Residential Mortgages, 241 Contracts for Deed and 765
Interim Mortgages. As of the dates of purchase, the portfolio had an
unpaid principal balance of $79,087,000, and was purchased for a
discounted price of $78,272,000 (98.97% of the unpaid principal
balance). The portfolio had a blended interest rate of 12.64%, a
current annual yield of 12.78%, an investment-to-value ratio of 70.41%,
an average unpaid principal balance of $49,000, and an average term
remaining of 326 months for Residential Mortgages and Contracts for
Deed and less than 12 months for Interim Mortgages.
All of the properties that were security for the Residential
Mortgages, Contracts for Deed and Interim Mortgages were located in
the United States. Each of the properties was adequately covered by a
mortgagee?s title insurance policy and hazard insurance.
During the three month periods ended September 30, 2003 and 2002
our investments generated approximately $3,047,000 and $2,152,000,
respectively, of interest income, a 42% increase, and during the nine-
month periods they generated approximately $8,647,000 and $5,830,000,
respectively, of interest income, a 48% increase. The rise was
attributed to mortgage investments purchased between periods (9% fewer
Residential Mortgages and Contracts for Deed and 33% increase in
Interim Mortgages since year end 2002). We purchase Mortgage
Investments using Net Offering Proceeds derived from the sale of our
shares of beneficial interest, loan principal returned when loans pay
off and with our credit facility as necessary.
Our portfolio mix continued to change during the current period.
The blended interest rate on the Interim Mortgage portion of our
portfolio at September 30, 2003 and 2002 was 13.66% and 13.45%,
respectively, compared to 11.80% and 11.84%, respectively, for
Residential Mortgages and Contracts for Deed.
The following table illustrates the percentage of our portfolio
dedicated to each loan category at the end of each period.
- ----------------------------------------------------------------
September 30,
Loan Category 2003 2002
- --------------------- --------------------------------
Residential Mortgages 27% 32%
Contracts for Deed 8% 12%
Interim Mortgages 65% 56%
- ----------------------------------------------------------------
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Operating expenses for the three-month periods were approximately
$282,000 and $226,000, respectively, a 25% increase, and $1,037,000
and $611,000 for the nine month periods, respectively, a 70% increase.
Operating expenses include management fees, which increased 58% and
74%, in the three and nine month periods, respectively. Fees increase
as the size of the portfolio increases. Interest expense decreased
between the three months comparative periods and increased 570% when
comparing the nine month periods because of a greater reliance on our
credit facility. We use our line of credit to pre-purchase loans and
then pay it down as we receive proceeds from the sale of our shares.
Loan servicing fees decreased by 37% and 27% between the comparative
three and nine month periods. General and administrative expenses
increased 16% and 88% between comparative three and nine month
periods, primarily due to legal fees relating to the closing agreement
with the IRS and expenses related to foreclosures (make ready expenses
not recovered when selling real estate owned by us through foreclosure
(?REO?)). Operating expenses as a percentage of revenue was 9.22% and
10.39%, respectively, for the 2003 and 2002 three-month periods, and
10.38% and 10.12%, respectively, for the comparable nine-month
periods. Operating expenses as a percentage of average invested assets
was 0.30% and 0.33%, respectively, for the 2003 and 2002 three-month
periods, and 0.93% and 0.87%, respectively, for the comparable nine-
month periods.
We took loan losses during the 2003 quarter of approximately
$41,000 compared to $2,000 in the 2002 quarter. Loan losses during the
comparable nine-month periods were $167,000 and $3,000, respectively.
The losses were in the Residential Mortgage and Contracts for Deed
categories as we liquidated foreclosed properties in serious
disrepair.
Net income was approximately $2,765,000 and $1,926,000, a 44%
increase, for the three months ended September 30, 2003 and 2002,
respectively. Earnings per weighted average share were $0.45 and
$0.45, respectively. Net income was approximately $7,610,000 and
$5,219,000, a 46% increase, for the nine months ended September 30,
2003 and 2002, respectively. Earnings per weighted average share were
$1.38 and $1.35, respectively.
Our default rate as of September 30, 2003 was 3.42% compared to
4.88% at the end of the 2002 quarter. Recoursed defaulted loans were
0.65% and 1.69%, respectively. During the 2003 quarter, 30 defaulted
loans were sold compared to 14 during the 2002 quarter. During the
nine-month periods we sold 89 in the 2003 period and compared to 32 in
the 2002 period. Increased sales of REO properties during 2003 can be
attributed to the effects of low interest rate environment creating
the robust real estate market.
Distributions to shareholders per share of beneficial interest
during the comparable periods were $0.1533 and $0.1667 per share per
month. In 2002 after restatement of our income statement, dividends
were in excess of earnings which resulted in a return of capital.
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CAPITAL RESOURCES AND LIQUIDITY FOR THE THREE MONTHS AND NINE MONTHS
ENDED September 30, 2003 AND 2002
We utilize funds made available from the sale of our shares,
funds made available on our bank line of credit and repayment of
principal on our loans to purchase Mortgage Investments.
- ----------------------------------------------------------------------
Three months ended September 30,
2003 2002
------------------------------
Shares issued 980,000 468,000
Number of new shareholders 176 176
Gross offering proceeds $19,639,000 $ 9,361,000
Share repurchases $(3,715,000) $ (518,000)
Net offering proceeds (after deduction
of selling commissions and fees) $17,337,000 $ 8,192,000
Principal receipts from Residential
Mortgages and Contracts for Deed $ 2,284,000 $ 1,628,000
Principal receipts from
Interim Mortgages $27,241,000 $ 8,951,000
Net borrowings (payments on)
line-of-credit $(2,550,000) $ 3,845,000
- ---------------------------------------------------------------------
Nine months ended September 30,
2003 2002
----------------------------
Shares issued 2,070,000 1,259,000
Number of new shareholders 821 495
Gross offering proceeds $41,444,000 $25,190,000
Share repurchases $(4,885,000) $(1,068,000)
Net offering proceeds (after deduction
of selling commissions and fees) $36,436,000 $21,977,000
Principal receipts from Residential
Mortgages and Contracts for Deed $ 5,266,000 $ 3,333,000
Principal receipts from
Interim Mortgages $56,175,000 $21,272,000
Net borrowings (payments on)
line-of-credit $(6,245,000) $ 4,335,000
- ---------------------------------------------------------------------
We have recently filed a Form S-11 with the SEC requesting
deregistration of our remaining shares of beneficial interest. Their
order of effectiveness was dated October 27, 2003, which terminated
our offering of shares. We intend to file an S-3 registration to
reinstate our dividend reinvestment plan the second week of November.
Upon receipt at the SEC an effectiveness order will be issued.
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We were required to file a post-effective amendment to the
registration statement by April 30, 2002 to include updated financial
information and did not do so until November 4, 2002. As a result, we
face a contingent liability for rescission in the approximate amount of
$22 million plus interest (the amount of which will be subject to the
laws of the state in which the purchaser resides) and less the
dividends paid to those persons who purchased our Shares between May 1,
2002 and October 31, 2002 when we stopped selling Shares. During that
period we sold approximately 1,118,000 Shares for gross offering
proceeds of approximately $22 million. In August, we filed a Form S-11
with the SEC and received comments, to which we are currently in the
process of responding. We anticipate responding to the comments in mid-
November and anticipate an effective filing in late November or early
December. We will begin the rescission offer once effective.
As of September 30, 2003, we had issued an aggregate of 7,045,632
shares of beneficial interest and repurchased into treasury, through
our Share Repurchase Plan, 393,864 shares. Total shares outstanding
were 6,651,768. Gross offering proceeds were $140,661,000 and net
proceeds, after share repurchase of $7,218,000, and commissions and
fees paid were $123,734,000. By comparison at the end of the 2002-
quarter we had issued 4,589,407 shares and repurchased 93,255 shares
and shares outstanding of 4,496,152. Gross offering proceeds at
September 30, 2002 were $91,536,000 with net offering proceeds to us
of $80,362,000.
With Trustee approval and effective July 11, 2003 we extended
our credit facility with the same lender to $10,000,000. The term of
the agreement is 12 months. The line-of-credit was collateralized
with the assignment of certain Residential Mortgages. Interest was
calculated at the bank?s prime rate plus 4.50%. We utilized the
credit facility to acquire and warehouse Mortgage Investments as
they become available. The outstanding balance of the line-of-credit
was reduced as new offering proceeds were received. The outstanding
line-of-credit balance at September 30, 2003 was zero and $5,145,000
at 2002-quarter?s end.
On September 12, 2003, with Trustee approval, we entered into a
letter of intent with Bayview Financial Trading Group, L.P.,
(?Bayview?) that contemplates the sale of a 75% interest in
approximately 60% of our long-term Residential Mortgages and
Contracts for Deed (the ?Loan Pool?). We will transfer the Loan Pool
to a Special Purpose Entity (?SPE?) and a Senior Security
Certificate equaling 75% of the Loan Pool with a 9.25% coupon will
be issued to Bayview and we will receive a Subordinate Security
Certificate equal to 25% of the Loan Pool with an 11.66% coupon and
earn approximately 2.41% on the Senior Security. We will receive
cash equal to 75% of the unpaid principal balance of the loans
transferred. We believe that the transaction will increase the yield
of our remaining long-term portfolio interests and allow us to
reallocate cash from these investments to interim Mortgages with
average yields at or above 13.66%. The completion of the transaction
is dependent on a successful due diligence review by Bayview. As of
November 7, 2003, the due diligence review was continuing. When
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due diligence is complete and if both parties are satisfied, an
agreement will be executed and the transaction consummated. We
anticipate this happening in mid-December.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
No change.
Item 4. CONTROLS AND PROCEDURES
(a) Evaluation of disclosure controls and procedures.
The President, who is also a Trustee, has conducted an evaluation of
the effectiveness of our disclosure controls and procedures pursuant
to Rule 13a-14 under the Securities Exchange Act of 1934 as of a date
(the ?Evaluation Date?) within 90 days prior to the filing date of
this report. Based upon that evaluation, the President/Trustee
concluded that, as of the Evaluation Date, our disclosure controls and
procedures were effective in ensuring that all material information
relating the Company required to be filed in this quarterly report has
been made known to her in a timely manner.
(b) Changes in internal controls.
There have been no significant changes made in our internal controls
or in other factors that could significantly affect internal controls
subsequent to the Evaluation Date.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None.
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Item 2. Changes in Securities and Use of Proceeds.
We have recently filed a Form S-11 with the SEC requesting
deregistration of our remaining shares of beneficial interest. Their
order of effectiveness was dated October 27, 2003, which terminated
our offering of shares. We intend to file an S-3 registration to
reinstate our dividend reinvestment plan the second week of November.
Upon receipt at the SEC an effectiveness order is issued.
The following table sets forth information relating to shares of
beneficial interest issued and the use of proceeds of the offering during
the quarter ended September 30, 2003.
Shares issued 980,000
Number of new shareholders 176
Gross offering proceeds $ 19,598,000
Loans purchased $ 29,501,000
Credit line paid down $ 2,550,000
We were required to file a post-effective amendment to the
registration statement by April 30, 2002 to include updated financial
information and did not do so until November 4, 2002. As a result, we
face a contingent liability for rescission in the approximate amount of
$22 million plus interest (the amount of which will be subject to the
laws of the state in which the purchaser resides) and less the
dividends paid to those persons who purchased our Shares between May 1,
2002 and October 31, 2002 when we stopped selling Shares. During that
period we sold approximately 1,118,000 Shares for gross offering
proceeds of approximately $22 million. In August, we filed a Form S-11
with the SEC and received comments, to which we are currently in the
process of responding. We anticipate responding to the comments in mid-
November and anticipate an effective filing in late November or early
December. We will begin the rescission offer once effective.
Item 3. Defaults Upon Senior Debentures.
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information.
Item 6. Exhibits and Reports on Form 8-K.
Index of Exhibits:
Exhibit 31.1 ? Certification of Principal Executive Officer required by
Rule 13a-14(a) or Rule 15d-14(a) of the Securities
Exchange Act of 1934, as adopted pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
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Exhibit 32.1 ? Certification of Chief Executive Officer pursuant to 18
U.S.C., Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
Form 8-K - Form 8-K filed November 4, 2003 disclosing the receipt
of a merger proposal from an affiliated entity.
SIGNATURES
In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, hereunder duly authorized.
UNITED MORTGAGE TRUST
(Registrant)
Date: November 12, 2003 /S/Christine A. Griffin
Christine A. Griffin
President
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Exhibit 31.1 ? Certification of Principal Executive Officer required by
Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of
1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
I, Christine A. Griffin, certify as Chief Executive Officer and Chief
Financial Officer that:
1. I have reviewed this quarterly report on Form 10-Q of United
Mortgage Trust (?UMT?);
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made not misleading, in light of the
circumstances under which such statements were made, with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly presents in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. I, as UMT?s certifying officer, am responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13a-14 and 15d-14) for UMT and have:
a. designed such disclosure controls and procedures to ensure that
material information relating to UMT is made known to us during the
period in which this quarterly report is being prepared;
b. evaluated the effectiveness of UMT?s disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the ?Evaluation Date?);
c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. I, UMT?s certifying officer, have disclosed, based on our most
recent evaluation, to UMT?s auditors and our audit committee of our
Board of Trustees (or persons performing the equivalent functions):
a. that there are no significant deficiencies in the design or
operation of internal controls which could adversely affect UMT?s
ability to record, process, summarize and report financial data and
have identified for UMT?s auditors any material weakness in internal
controls; and
b. that there is no fraud, whether or not material, that involves
management or other employees who have a significant role in UMT?s
internal controls; and
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6. I, UMT?s certifying officer, have indicated in this quarterly report
that there were no significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weakness.
November 12, 2003
/s/ Christine A Griffin
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Christine A Griffin
Chief Executive Officer
Chief Financial Officer
Exhibit 32.1 Certification of Chief Executive Officer pursuant to 18
U.S.C., Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
I, Christine A. Griffin, certify as Chief Executive Officer and Chief
Financial Officer that:
(1) The Company?s quarterly report on Form 10-Q for the quarter ended
September 30, 2003, as filed with the SEC on the date hereof (the
?Report?), fully complies with the requirements of Section 13(a) or
15(d) of the Securities Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of
the Company.
November 12, 2003
/s/ Christine A Griffin
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Christine A Griffin
Chief Executive Officer
Chief Financial Officer
This certification accompanies this Report pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the
Company for purposes of Section 18 of the Securities Exchange Act of
1934, as amended, or otherwise subject to liability under that section.
This certification shall not be deemed incorporated by reference in any
filing under the Securities Act or Exchange Act, except to the extent
that the Company specifically incorporates it by reference.
A signed original of this written statement required by Section 906, or
other document authenticating, acknowledging, or otherwise adopting the
signature that appears in typed form with the electronic version of
this written statement required by Section 906, has been provided to
the Company and will be retained by the Company and furnished to the
SEC or its staff upon request.
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