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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
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): November 5, 2003
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 7. Exhibits
(c) Exhibits.
Exhibit 99.1 Press Release of Impac Mortgage Holdings, Inc. dated
November 5, 2003.
Item 12. Results of Operations and Financial Condition
On November 5, 2003, Impac Mortgage Holdings, Inc. issued a press release
reporting financial results for the quarter ended September 30, 2003. A copy of
the press released is attached as Exhibit 99.1 to this report.
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: November 5, 2003
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 November 5, 2003
Exhibit 99.1
Impac Mortgage Holdings, Inc. Reports a 34% Increase in Earnings Per Share To
$0.63 for the Third Quarter 2003 as Compared to $0.47
For The Third Quarter 2002
NEWPORT BEACH, Calif., Nov. 5 /PRNewswire-FirstCall/ -- Impac Mortgage
Holdings, Inc. (NYSE: IMH) ("IMH" or the "Company"), a real estate investment
trust ("REIT"), reports third quarter 2003 net earnings of $33.4 million, or
$0.63 per diluted share as compared to net earnings of $19.4 million, or
$0.47 per diluted share, for the third quarter 2002. IMH filed a Form 10-Q
with the Securities and Exchange Commission that includes comprehensive
financial information for the third quarter of 2003. IMH's Form 10-Q is 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 pleased to report another quarter of solid operating
performance. Our business model that includes the long-term investment
operations and value added operational business units continues to demonstrate
its ability to provide stability of earnings through diversification.
Furthermore, we believe those synergistic businesses offer significant future
growth opportunities that should enhance overall shareholder value."
Mr. Tomkinson further commented, "The Company still expects to declare and pay
a dividend of at least $0.50 per common share in the fourth quarter of 2003."
Financial Highlights for Third Quarter 2003
* Earnings per diluted share increased to $0.63 compared to $0.58 for
the second quarter of 2003 and $0.47 for the third quarter of 2002;
* Estimated taxable income per diluted share was $0.61 compared to
$0.56 for the second quarter of 2003 and $0.61 for the third quarter
of 2002 (refer to reconciliation of net earnings to estimated taxable
income below);
* Cash dividends declared per share were $0.50 for the second and third
quarters of 2003 compared to $0.45 for the third quarter of 2002 and
we expect to declare and pay at least a $0.50 cash dividend during the
fourth quarter of 2003;
* Total assets increased to $9.0 billion as of September 30, 2003
compared to $6.6 billion as of December 31, 2002 and $5.4 billion as
of September 30, 2002;
* Book value per share increased 21% to $8.11 as of September 30, 2003
compared to $6.70 as of December 31, 2002 and $6.40 as of
September 30, 2002;
* Total market capitalization increased to $859.2 million as of
September 30, 2003 compared to $521.2 million as of December 31, 2002
and $478.4 million as of September 30, 2002;
* Dividend yield as of September 30, 2003 was 12.35%, based on an
annualized third quarter cash dividend of $0.50 per share and closing
stock price of $16.19 per share as of September 30, 2003;
* Return on average assets and equity was 1.56% and 34.82% compared to
1.52% and 34.48% for the second quarter of 2003 and 1.64% and 29.27%
for the third quarter of 2002;
* The mortgage operations, acquired and originated $2.7 billion of
primarily non-conforming Alt-A mortgages, or "Alt-A mortgages,"
compared to $1.9 billion for the second quarter of 2003 and
$1.7 billion for the third quarter of 2002;
* The long-term investment operations retained $1.3 billion of primarily
Alt-A mortgages compared to $806.6 million for the second quarter of
2003 and $1.1 billion for the third quarter of 2002;
* Novelle Financial Services, Inc., an originator of B/C mortgages, and
a business unit of the mortgage operations, originated $138.7 million
of B/C mortgages compared to $105.7 million for the second quarter of
2003 and $126.0 million for the third quarter of 2002;
* Impac Multifamily Capital Corporation originated $90.0 million of
small balance, multi-family mortgages, or "multi-family mortgages,"
compared to $74.1 million for the second quarter of 2003 and
$42.1 million for the first quarter of 2003; and
* Average short-term warehouse advances made by the warehouse lending
operations to non-affiliated customers increased to $666.8 million
compared to $551.8 million for the second quarter of 2003 and
$347.7 million for the third quarter of 2002.
Conference Call & Live Web Cast
Date: Thursday, November 6, 2003
Time: 9:00 a.m. Pacific Time (12:00 p.m. Eastern Time).
Speaker: Mr. Joseph Tomkinson, Chairman and Chief Executive Officer
Subject: Third quarter 2003 results of operations and general update
Dial In: (800) 350-9149, conference ID number: 3715477
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 September 30,
2003 2002
Net earnings $33,417 $19,434
Adjustments to net earnings:
Provision for loan losses 7,820 5,361
Dividend from the mortgage operations 11,000 4,208
Tax deduction for actual loan losses (2,082) (731)
Tax loss on sale of investment securities (1,180) --
Recovery of previously charged-off
investment securities (4,999) --
Net earnings of the mortgage operations (11,464) --
Equity in net earnings of IFC -- (2,755)
Estimated taxable income (1) $32,512 $25,517
Estimated taxable income per diluted
share (1) $0.61 $0.61
(1) Excludes the deduction for dividends paid and the availability of a
deduction attributable to net operating tax loss carry-forwards, if
any.
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 September 30, 2003. 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
SOURCE Impac Mortgage Holdings, Inc.
-0- 11/05/2003
/CONTACT: Tania Jernigan, V.P. Investor Relations of Impac Mortgage
Holdings, Inc., +1-949-475-3722, tjernigan@impaccompanies.com /
/Web site: http://www.impaccompanies.com /
(IMH)
CO: Impac Mortgage Holdings, Inc.; Novelle Financial Services, Inc.
ST: California
IN: FIN RLT
SU: ERN CCA