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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): August 16, 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 (I.R.S. Employer
incorporation or organization) File Number) 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 August 16, 2004, the Company issued a press release announcing financial
results for the quarter ended June 30, 2004.
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: August 17, 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 August 16, 2004
Exhibit 99.1
Impac Mortgage Holdings, Inc. Reports 57% Increase in Second Quarter Estimated
Taxable Income Per Diluted Share to $0.88 for the Second Quarter 2004 as
Compared to $0.56 for the Second Quarter 2003. Second Quarter Earnings Per
Diluted Share Were $2.17 for the Second Quarter 2004 as Compared to $0.63 for
Second Quarter 2003.
Announces Second Quarter Earnings Conference Call and Posting of Monthly Fact
Sheet
NEWPORT BEACH, Calif., Aug. 16 /PRNewswire-FirstCall/ -- Impac Mortgage
Holdings, Inc. (NYSE: IMH) ("IMH" or the "Company"), a real estate investment
trust ("REIT"), reports second quarter 2004 estimated taxable income of
$58.0 million, or $0.88 per diluted share as compared to estimated taxable
income of $28.6 million, or $0.56 per diluted share, for second quarter 2003.
Second quarter 2004 earnings were $143.2 million or $2.17 per diluted share as
compared to $32.1 million or $0.63 per diluted share as restated. The
increase in net earnings was primarily the result of a modification of our
accounting for derivative financial instruments and hedging activities offset
by a correction of our revenue recognition practice with respect to the cash
sale of mortgage loan servicing rights to unrelated third parties. For a
detailed discussion of these changes, please refer to the enclosed schedule of
net earnings to estimated taxable income and to IMH's second quarter 2004 Form
10-Q filed with the Securities and Exchange Commission that includes a
comprehensive explanation of the restatement of our financials results. IMH's
Form 10-Q is also available on the company's Web site at
www.impaccompanies.com or direct to
http://imh.client.shareholder.com/edgar.cfm
Mr. Joseph R. Tomkinson, Chairman and CEO of Impac Mortgage Holdings, Inc.
commented, "We are extremely pleased with efforts deployed by our accounting
team to achieve a timely second quarter 10-Q filing." Mr. Tomkinson further
commented, "as a result of record production and accretive capital raising,
the Company's total assets more than doubled to $17.2 billion at June 30, 2004
as compared to $8.2 billion at June 30, 2003 and its book value per share
increased 61% to $11.19 at June 30, 2004 as compared to $6.96 at June 30,
2003. Mr. Tomkinson stated, "The outlook for our business continues to remain
very favorable which enabled the Company in the second quarter to increase its
quarterly dividend to $0.75 per common share. We would like to remind our
shareholders that as a REIT the Company is required to distribute at least 90%
of its taxable income, therefore in evaluating the Company, investors should
rely on taxable income not net earnings as a primary indicator of future
dividends. "
Financial Highlights for Second Quarter 2004
* Estimated taxable income per diluted share increased to $0.88 compared
to $0.75 for the first quarter of 2004 and $0.56 for the second
quarter of 2003;
* Cash dividends declared per share increased to $0.75 compared to $0.65
for the first quarter of 2004 and $0.50 for the second quarter of
2003;
* Total assets increased to $17.2 billion as of June 30, 2004 from
$10.6 billion as of December 31, 2003 and $8.2 billion as of June 30,
2003;
* Book value per share increased to $11.19 as of June 30, 2004 compared
to $8.39 as of December 31, 2003 and $6.96 as of June 30, 2003;
* Issued 6,933,000 shares of common stock at a weighted average price of
$20.05, resulting in net cash proceeds of $134.2 million;
* Issued 2,000,000 shares of preferred stock, resulting in net cash
proceeds of $48.3 million;
* Total market capitalization was $1.6 billion as of June 30, 2004
compared to $1.0 billion as of December 31, 2003 and $846.3 million as
of June 30, 2003;
* Dividend yield as of June 30, 2004 was 13.32%, based on annualized
second quarter cash dividend of $0.75 per share and closing stock
price of $22.52 per share;
* The mortgage operations acquired and originated $5.5 billion of
primarily Alt-A mortgages compared to $3.5 billion for the first
quarter of 2004 and $1.9 billion for the second quarter of 2003;
* The long-term investment operations retained $5.3 billion of primarily
Alt-A mortgages acquired and originated by the mortgage operations
compared to $2.9 billion for the first quarter of 2004 and
$806.6 million for the second quarter of 2003; and
* Impac Multi-Family Capital Corporation ("IMCC") originated $116.5
million of multi-family mortgages compared to $94.5 million for the
first quarter of 2004 and $74.1 million for the second quarter of
2003.
Conference Call & Live Web Cast
Date: Tuesday, August 17,2004
Time: 9:00 a.m. Pacific Time (12:00 p.m. Eastern Time).
Speaker: Mr. Joseph Tomkinson, Chairman and Chief Executive Officer
Subject: Second quarter 2004 results of operations and general update
Dial In: (800) 350-9149, conference ID number 9510170
Live Webcast/ & Archive: http://www.impaccompanies.com, link to
Investor Relations / Presentations
A digital replay will be also available beginning on August 17
approximately 2 hours following call and ending on August 19, 2004. To
participate in the replay dial 800 642 1687 or 706 645 9291 conference ID
9510170
Monthly Fact Sheet
The Company posts to its web site a monthly unaudited fact sheet. The
monthly unaudited fact sheet is posted on or around the last day of the
following month (i.e. the May 2004 monthly unaudited fact sheet was available
on June 30, 2004). The June 2004 unaudited fact sheet will be posted on
Tuesday, August 17, 2004. You can subscribe to receive instant notification
of conference calls, new releases and the monthly unaudited fact sheets by
using our e-mail alert feature located at the web site www.impaccompanies.com
under Impac Mortgage Holdings, Inc. / Investor Relations / Contact IR / Email
Alerts.
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: tax loss carry-forwards, if any.
The following table presents a reconciliation of net earnings to estimated
taxable income for the periods indicated (dollars in thousands, except per
share amounts):
For the Three Months
Ended June 30,
2004 2003
(as restated)
Net earnings $143,214 $32,148
Adjustments to net earnings:
Provision for loan losses 15,282 7,059
Dividend from IFC 7,500 6,930
Fair value of non-designated
derivative instruments (1) (102,027) (4,615)
Tax deduction for actual loan losses (1,332) (3,436)
Anticipated partial worthlessness
deduction on warehouse advances (2) (2,000) --
Equity in net earnings of IFC (3) (2,600) (9,441)
Estimated taxable income (4) $58,037 $28,645
Estimated taxable income per diluted share $0.88 $0.56
Estimated taxable income per outstanding share $0.83 $0.56
(1) Derivative instruments are designated as free standing derivatives.
The fair valuation of these instruments is an expense for GAAP but is
not deductible for tax purposes.
(2) Represents estimated partial impairment on specific warehouse
advances that we anticipate will be non-collectible.
(3) Represents estimated taxable income of the mortgage operations.
(4) Excludes the deduction for dividends paid and the availability of a
deduction attributable to net operating tax loss carry-forwards.
The following table presents a reconciliation of net earnings to estimated
taxable income for the periods indicated (dollars in thousands, except per
share amounts):
For the Six Months Ended June 30,
2004 2003
(as restated)
Net earnings $152,586 $56,957
Adjustments to net earnings:
Provision for loan losses 25,007 13,543
Dividend from IFC 15,000 11,385
Fair value of non-designated
derivative instruments (1) (75,380) (8,139)
Tax deduction for actual loan losses (3,354) (6,761)
Anticipated partial worthlessness
deduction on warehouse advances (2) (8,000) --
Equity in net earnings of IFC (3) (2,277) (10,356)
Estimated taxable income (4) $103,582 $56,629
Estimated taxable income
per diluted share $1.54 $1.14
Estimated taxable income
per outstanding share $1.49 $1.12
(1) Non-designated derivative instruments are derivative instruments that
have not yet been designated as cash flow hedges. The fair valuation
of derivative instruments is an expense for GAAP but is not
deductible for tax purposes.
(2) Represents estimated partial impairment on specific warehouse
advances that we anticipate will be non-collectible.
(3) Represents estimated taxable income of the mortgage operations.
(4) 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 June 30, 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 REIT, which operates three
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 residential mortgage loans.
The Mortgage Operations primarily acquires and originates and sells or
securitizes Alt-A mortgage loans, and the Warehouse Lending Operations
provides short-term lines of credit to originators of mortgage loans. The
Company is organized as a REIT for tax purposes, which allows it generally 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, VP Investor Relations at (949) 475-3600 or e-mail Ms. Jernigan at
tjernigan@impaccompanies.com.
Website address: www.impaccompanies.com
SOURCE Impac Mortgage Holdings, Inc.
-0- 08/16/2004
/CONTACT: Tania Jernigan, VP Investor Relations of Impac Mortgage
Holdings, Inc., +1-949-475-3600, tjernigan@impaccompanies.com/
/Web site: http://www.impaccompanies.com /
(IMH)
CO: Impac Mortgage Holdings, Inc.
ST: California
IN: FIN RLT
SU: CCA ERN