UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE
SECURTIES AND EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): May 4, 2004
IMPAC MORTGAGE HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
Maryland 1-14100 33-0675505
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
1401 Dove Street Newport Beach, CA 92660
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (949) 475-3600
Item 12. Results of Operations and Financial Condition.
On May 4, 2004, the Company issued a press release announcing financial results
for the quarter ended March 31, 2004. A copy of the press release is attached
hereto as Exhibit 99.1, and is incorporated herein by reference.
The information in this Current Report is being furnished and shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended, or otherwise subject to the liabilities of that Section. The
information in this Current Report shall not be deemed incorporated by reference
in any filing under the Securities Act of 1933, as amended, except as shall be
expressly set forth by specific reference in such a filing.
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, hereunto duly authorized.
IMPAC MORTGAGE HOLDINGS, INC.
Date: May 4, 2004
By: /s/ Richard J. Johnson
------------------------------------
Name: Richard J. Johnson
Title: Executive Vice President
and Chief Financial Officer
Exhibit Index
Exhibit 99.1 Press Release dated May 4, 2004
Exhibit 99.1
[LOGO] IMPAC NEWS RELEASE
____________________For Immediate Release____________________
Impac Mortgage Holdings, Inc. Reports a 43% Increase in Earnings Per Share to
$0.76 for the First Quarter 2004 as compared to $0.53 for the First Quarter 2003
NEWPORT BEACH, CA. - Tuesday, May 4, 2004- Impac Mortgage Holdings, Inc. (NYSE:
IMH) ("IMH" or the "Company"), a real estate investment trust ("REIT"), reports
first quarter 2004 net earnings of $46.0 million, or $0.76 per diluted share as
compared to net earnings of $25.5 million, or $0.53 per diluted share, for the
first quarter 2003. IMH is filing a Form 10-Q with the Securities and Exchange
Commission that includes comprehensive financial information for the first
quarter of 2004. IMH's Form 10-Q will also available on the Company's Web site
at www.impaccompanies.com. (please refer to SEC Filings).
Mr. Joseph R. Tomkinson, Chairman and CEO of Impac Mortgage Holdings, Inc.
commented, "We are extremely pleased with first quarter results and trends that
we are seeing in our investment portfolio and business operations. Along with
the momentum built in the first the quarter including record acquisitions and
originations, asset growth and rate locks going into April 2004, the
contribution to net earnings from our balance sheet has increased to a level
that we are less reliant upon gain on sale of loans and as a result, we are
anticipating retaining all of our Alt-A and multi-family mortgages for
investment, selling only loans originated or acquired by Novelle Financial
Services Inc. or our capital markets division, Impac Mortgage Acceptance
Corporation." Mr. Tomkinson further commented, "It is important for our
stockholders to understand that nothing fundamental has changed in our business
model. The Company's current strategy has always incorporated a rising interest
rate environment. We are confident that our interest rate risk policies along
with the growth and strategies we have put into place at our mortgage operations
should result in our stated goal of providing consistent, reliable earnings and
dividends to our stockholders. Furthermore, we reiterate that the Company's
policy is to only increase the dividend to a level that we can maintain for the
foreseeable future, and that we remain comfortable the Company will meet or
exceed current analysts earnings expectations."
Financial Highlights for First Quarter 2004
o Earnings per diluted share increased to $0.76 compared to $0.70 for
the fourth quarter of 2003 and $0.53 for the first quarter of 2003;
o Estimated taxable income per diluted share was $0.75 compared to
$0.73 for the fourth quarter of 2003 and $0.58 for the first quarter
of 2003 (refer to reconciliation of net earnings to estimated
taxable income below);
o Cash dividends declared per share were $0.65 for the first quarter
of 2004 compared to $0.55 for the fourth quarter of 2003;
o Total assets increased to $13.0 billion as of March 31, 2004
compared to $10.7 billion as of December 31, 2003 and $7.4 billion
as of March 31, 2003;
o Book value per share increased to $9.72 as of March 31, 2004
compared to $9.02 as of December 31, 2003 and $7.13 as of March 31,
2003;
o Total market capitalization increased to $1.7 billion as of March
31, 2004 compared to $1.0 billion as of December 31, 2003 and $629.1
million as of March 31, 2003;
o Dividend yield as of March 31, 2004 was 9.56%, based on an
annualized first quarter cash dividend of $0.65 per share and
closing stock price of $27.20 per share;
o Return on average assets and equity was 1.57% and 33.22% compared to
1.58% and 36.79% for the fourth quarter of 2003 and 1.48% and 31.69%
for the first quarter of 2003;
o The mortgage operations, acquired and originated $3.5 billion of
primarily Alt-A mortgages as compared to $3.1 billion for the fourth
quarter of 2003 and $1.8 billion for the first quarter of 2003;
o The long-term investment operations retained $2.9 billion of
primarily Alt-A mortgages compared to $2.3 billion for the fourth
quarter of 2003 and $1.4 billion for the first quarter of 2003;
o Impac Multifamily Capital Corporation originated $94.5 million of
small balance, multi-family mortgages, or "multi-family mortgages,"
compared to $84.3 million for the fourth quarter of 2003 and $42.1
million for the first quarter of 2003.
Conference Call & Live Web Cast
Date: Tuesday, May 4, 2004
Time: 10:30 a.m. Pacific Time (1:30 p.m. Eastern Time).
Speaker: Mr. Joseph Tomkinson, Chairman and Chief Executive Officer
Subject: First quarter 2004 results of operations and general update
Dial In: (800) 350-9149, conference ID number: 7236600
Live Webcast/ & Archive: http://www.impaccompanies.com link to Investor
Relations / Presentations
Reconciliation of Net Earnings to Estimated Taxable Income
The following table presents a reconciliation of net earnings to estimated
taxable income for the periods indicated (in thousands, except per share
amounts):
For the Three Months
Ended March 31,
----------------------
2004 2003
-------- --------
Net earnings .......................................................... $ 46,046 $ 25,545
Adjustments to net earnings:
Provision for loan losses ........................................... 9,725 6,484
Dividend from IFC ................................................... 7,500 4,455
Tax deduction for actual loan losses ................................ (2,022) (3,325)
Anticipated partial worthlessness deduction on warehouse advances (1) (6,000) --
Equity in net earnings of IFC ....................................... (9,703) (5,167)
-------- --------
Estimated taxable income (2) .......................................... $ 45,546 $ 27,992
======== ========
Estimated taxable income per diluted share ............................ $ 0.75 $ 0.58
======== ========
Estimated taxable income per outstanding share ........................ $ 0.73 $ 0.57
======== ========
- ---------
(1) Represents estimated partial impairment on specific warehouse advances
that we anticipate will be non-collectible. See the Company's filing of
its 10Q for a further explanation of this item.
(2) Excludes the deduction for dividends paid and the availability of a
deduction attributable to net operating tax loss carry-forwards.
Note: Safe Harbor "Statement under the Private Securities Litigation Reform Act
of 1995." This release contains forward-looking statements including statements
relating to the expected performance of the Company's businesses, earnings and
dividend expectations. The forward-looking statements are based on current
management expectations.
Actual results may differ materially as a result of several factors, including,
among other things, failure to achieve projected earning levels, the timely and
successful implementation of strategic initiatives, the ability to generate
sufficient liquidity, interest rate fluctuations on our assets that differ from
those on our liabilities, increase in prepayment rates on our mortgage assets,
changes in assumptions regarding estimated loan losses or interest rates, the
availability of financing and, if available, the terms of any financing, changes
in estimations of acquisition and origination and resale pricing of mortgage
loans, changes in markets which the Company serves, including the market for
Alt-A mortgages and fixed rate loans, the inability to originate multi-family or
sub-prime mortgages, changes in general market and economic conditions,
unanticipated delays in generating reports and other factors described in this
press release and under "Risk Factors" in our Quarterly Report on Form 10-Q for
the quarter ended March 31, 2004. Caution must be exercised in relying on these
and other forward-looking statements. Due to known and unknown risks and other
factors not presently identified, the Company's results may differ materially
from its expectations and projections. We will update and revise our estimates
based on actual conditions experienced, however, it is not practicable to
publish all revisions and as a result, no one should assume that results
projected in or contemplated by the forward-looking statements included above
may continue to be accurate in the future.
Impac Mortgage Holdings, Inc. is a Mortgage Real Estate Investment Trust , which
operates three core businesses: (1) the Long -Term Investment Operations, (2)
the Mortgage Operations, and (3) the Warehouse Lending Operations. The Long
- -Term Investment Operations invests primarily in Alt-A mortgage loans. The
Mortgage Operations acquires, originates, sells and securitizes primarily Alt-A
mortgage loans and the Warehouse Lending Operations provides short-term
financing to mortgage loan originators. The Company is organized as a REIT for
tax purposes, which generally allows it to pass through earnings to stockholders
without federal income tax at the corporate level.
For additional information, questions or comments call or write Tania Jernigan,
V.P. Investor Relations at (949) 475-3722 or e-mail Ms. Jernigan at
tjernigan@impaccompanies.com.
Website address: www.impaccompanies.com