<PAGE> 1
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED: MARCH 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER: 0-13091
IMPAC COMMERCIAL HOLDINGS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MARYLAND 33-0745075
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1301 AVENUE OF THE AMERICAS, 42ND FLOOR
NEW YORK, NEW YORK 10019 92660
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 798-6100
Indicate by check mark whether the Registrant (1) has filed all documents and
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 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 [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the last practicable date:
Common Stock ($0.01 par value) 8,418,200 as of May 8, 2000
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<PAGE> 2
IMPAC COMMERCIAL HOLDINGS, INC.
2000 FORM 10-Q QUARTERLY REPORT
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS. PAGE
----
<S> <C>
Consolidated Balance Sheets, March 31, 2000 and December 31, 1999.............................. 3
Consolidated Statements of Operations and Comprehensive Earnings (Loss), For the Three Months
Ended March 31, 2000 and 1999............................................................. 4
Consolidated Statements of Cash Flows, For the Three Months Ended March 31, 2000 and 1999...... 5
Notes to Consolidated Financial Statements..................................................... 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS..................................................................... 10
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK..................................... 14
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.............................................................................. 14
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K............................................................... 14
SIGNATURES.............................................................................................. 15
</TABLE>
2
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
IMPAC COMMERCIAL HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
MARCH 31, 2000 DECEMBER 31, 1999
-------------- -----------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Cash and cash equivalents .......................................................... $ 17,805 $ 25,418
Commercial mortgage securities ..................................................... 106,235 35,589
Loan receivables:
Collateralized mortgage obligation ("CMO") collateral ........................... 309,067 312,152
Commercial mortgages held for investment ........................................ 4,358 4,362
Allowance for loan losses ....................................................... (1,427) (1,427)
--------- ---------
Net loan receivables ........................................................ 311,998 315,087
Accrued interest receivable ........................................................ 2,365 2,355
Other assets ....................................................................... 375 708
--------- ---------
$ 438,778 $ 379,157
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CMO borrowings ..................................................................... $ 272,255 $ 274,529
Reverse repurchase agreements ...................................................... 65,857 3,936
Other liabilities .................................................................. 2,234 3,898
--------- ---------
340,346 282,363
--------- ---------
Commitments and contingencies
STOCKHOLDERS' EQUITY
Preferred Stock; $0.01 par value; 5,520 shares authorized; no shares
outstanding ................................................................... -- --
Class A Convertible Preferred Stock; $0.01 par value; 3,000 shares authorized;
no shares outstanding ......................................................... -- --
Series A Junior Participating Preferred Stock; $0.01 par value; 1,000 shares
authorized; no shares outstanding ............................................. -- --
Series B 8.5% Cumulative Convertible Preferred Stock; $0.01 par value; 480 shares
authorized, issued and ($12,000 aggregate liquidation preference) ............. 5 5
Class A Common Stock; $0.01 par value; 4,000 shares authorized;
no shares outstanding ......................................................... -- --
Common Stock; $0.01 par value; 46,000 shares authorized; 8,418
shares issued and outstanding ................................................. 84 84
Additional paid-in-capital ...................................................... 137,522 137,522
Accumulated other comprehensive loss ............................................ (6,996) (7,497)
Accumulated deficit ............................................................. (32,183) (33,320)
--------- ---------
98,432 96,794
--------- ---------
$ 438,778 $ 379,157
========= =========
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE> 4
IMPAC COMMERCIAL HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE EARNINGS (LOSS)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31
---------------------------
2000 1999
------- -------
<S> <C> <C>
INTEREST INCOME:
Commercial mortgage assets ..................................... $ 7,313 $ 8,627
Cash equivalents and due from affiliates ....................... 318 240
------- -------
Total interest income ..................................... 7,631 8,867
------- -------
INTEREST EXPENSE:
CMO borrowings ................................................. 5,202 5,415
Reverse repurchase and warehouse line agreements ............... 405 828
Other borrowings ............................................... -- 47
------- -------
Total interest expense .................................... 5,607 6,290
------- -------
Net interest income ........................................... 2,024 2,577
Provision for loan losses ................................. -- --
------- -------
Net interest income after provision for loan losses ........... 2,024 2,577
------- -------
OTHER OPERATING REVENUE (EXPENSE):
Loss on sale of loans and real estate ......................... (70) --
Rental and other income ....................................... 3 249
General and administrative and other expense .................. (565) (3,046)
Management advisory fees ...................................... -- --
------- -------
Total other operating revenue (expense) ................... (632) (2,797)
------- -------
NET EARNINGS (LOSS) ............................................... $ 1,392 $ (220)
======= =======
NET EARNINGS (LOSS) AVAILABLE TO COMMON STOCKHOLDERS:
Net earnings (loss) ............................................. $ 1,392 $ (220)
Less cash dividends on cumulative convertible preferred stock ... (255) --
------- -------
Net earnings (loss) available to common stockholders ......... $ 1,137 $ (220)
======= =======
NET EARNINGS (LOSS) PER SHARE - BASIC AND DILUTED ............ $ 0.14 $ (0.03)
======= =======
OTHER COMPREHENSIVE EARNINGS (LOSS):
Net earnings (loss) ............................................ $ 1,392 $ (220)
Unrealized gains (losses) ...................................... 501 (273)
------- -------
Comprehensive earnings (loss) .................................. $ 1,893 $ (493)
======= =======
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE> 5
IMPAC COMMERCIAL HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
QUARTER ENDED MARCH 31
----------------------
2000 1999
-------- --------
<S> <C> <C>
OPERATING ACTIVITIES:
Net earnings (loss) ........................................................... $ 1,392 $ (220)
Adjustments to reconcile net earnings (loss) to net cash provided by
(used in) operating activities:
Decrease in minority interest in ICCC ....................................... -- 788
Depreciation/amortization ................................................... 834 214
Net change in accrued interest on receivables ............................... (10) 176
Net change in other assets and liabilities .................................. (175) 1,657
Net change in due from affiliates and due to affiliates ..................... (104) (4,195)
-------- --------
Net cash provided by (used in) operating activities ...................... 1,937 (1,580)
-------- --------
INVESTING ACTIVITIES:
Net change in commercial mortgages ............................................ -- 4,739
Net change in CMO collateral .................................................. 2,517 (2,726)
Purchases of commercial mortgage securities ................................... (71,827) --
Principal reductions on commercial mortgage securities, net of amortization ... 1,682 365
Purchase of premises and equipment ............................................ -- (1,725)
Net cash acquired through the consolidation of ICCC ........................... -- 692
-------- --------
Net cash provided by (used in) investing activities ......................... (67,628) 1,345
-------- --------
FINANCING ACTIVITIES:
Net change in reverse repurchase agreements and other borrowings .............. 61,921 (3,792)
Net change in CMO borrowings .................................................. (2,536) 1,170
Repurchase of common shares ................................................... -- (1,072)
Dividends paid ................................................................ (1,307) --
-------- --------
Net cash provided by (used in) financing activities ......................... 58,078 (3,694)
-------- --------
Net change in cash and cash equivalents .......................................... (7,613) (3,929)
Cash and cash equivalents at beginning of period ................................. 25,418 14,161
-------- --------
Cash and cash equivalents at end of period ....................................... $ 17,805 $ 10,232
======== ========
SUPPLEMENTARY INFORMATION:
Interest paid ................................................................. $ 5,479 $ 7,003
NON-CASH TRANSACTIONS:
Decrease (increase) in accumulated other comprehensive loss ................... 501 (273)
Transfer of loans to other real estate owned .................................. -- 2,000
Dividends declared and unpaid ................................................. 255 --
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE> 6
IMPAC COMMERCIAL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2000
(UNAUDITED)
NOTE 1 - BUSINESS
Impac Commercial Holdings, Inc. and subsidiaries ("Impac" or the "Company"), a
specialty commercial property finance company, earns income from investing in
commercial mortgage assets on a leveraged basis and other activities in the
commercial mortgage market. As of March 31, 2000, Impac has substantially
completed modifying the Company's business plan to focus its investments
primarily in commercial mortgage-backed securities ("CMBS"). Non-strategic
assets have been sold and the Company's mortgage conduit operations have been
curtailed.
NOTE 2 - BASIS OF FINANCIAL STATEMENT PRESENTATION
Basis of Presentation. The accompanying unaudited consolidated financial
statements have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions to Form
10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included. Operating results for the quarter ended
March 31, 2000 are not necessarily indicative of the results that may be
expected for the calendar year ending December 31, 2000. For further information
refer to the consolidated financial statements and footnotes thereto included in
the Company's annual report on Form 10-K for the year ended December 31, 1999.
Reclassifications. Certain amounts in the consolidated financial statements as
of and for the three months ended March 31, 1998 have been reclassified to
conform to the 1999 presentation.
NOTE 3 - NET EARNINGS (LOSS) PER SHARE
The following tables represent the computation of basic and diluted earnings per
share for the periods presented (in thousands, except per share data):
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31
---------------------------
2000 1999
-------- --------
<S> <C> <C>
NUMERATOR:
Numerator for basic earnings per share--net earnings (loss) ... $ 1,392 $ (220)
Less preferred share dividends paid or accrued ................ (255) *
-------- --------
Net earnings available to common stockholders and
numerator for diluted earnings (loss) per share ............. $ 1,137 $ (220)
======== ========
DENOMINATOR:
Denominator for basic earnings per share--weighted average
number of common shares outstanding ....................... 8,418 8,591
Net effect of dilutive convertible preferred shares ........... 1,684 *
-------- --------
Denominator for diluted earnings per share .................... 10,102 8,591
======== ========
Net earnings (loss) per share--basic and diluted .......... $ 0.14 $ (0.03)
======== ========
</TABLE>
* The preferred shares were issued in May 1999.
NOTE 4 - COMMON STOCK DIVIDEND DECLARATION AND TENDER OFFER
On April 5, 2000 the Company announced that the Board of Directors declared a
first quarter common stock dividend of $0.125 per share payable on May 3 to
stockholders of record on April 19, 2000.
On April 24, 2000 the Company's Board of Directors authorized a tender offer for
up to 2,020,367 common shares for a cash purchase price of $5.75 per share,
which represents a premium of 19.5% over the April 20, 2000 closing price of
$4.8125. The tender offer is being made only pursuant to materials distributed
to stockholders and commenced April 24 and will expire May 19, 2000 unless
extended.
6
<PAGE> 7
NOTE 5 - COMMERCIAL MORTGAGE SECURITIES
The Company's commercial mortgage securities are primarily secured by commercial
real property. The yield to maturity on each security depends, among other
things, on the rate and timing of principal payments (including prepayments,
repurchases, defaults and liquidations), the pass-through rate, and interest
rate fluctuations. Average effective interest rates (calculated for the quarter
ended March 31, 2000 and the year ended December 31, 1999, excluding unrealized
gains and losses) along with amortized cost and estimated fair value information
for investment securities held available-for-sale is summarized as follows
(dollars in thousands):
<TABLE>
<CAPTION>
AVERAGE
AMORTIZED UNREALIZED UNREALIZED ESTIMATED EFFECTIVE
COST GAIN LOSS FAIR VALUE RATE
--------- ---------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C>
AT MARCH 31, 2000:
Fixed-rate commercial mortgage-backed
securities ("CMBS") ................... $ 6,667 $ -- $ (3,947) $ 2,720 11.88%
Adjustable-rate CMBS .................... 95,102 441 (80) 95,463 8.22
Interest-only securities ................ 7,501 16 (3,615) 3,902 12.42
Residual interest in securitization ..... 3,961 189 -- 4,150 20.00
--------- --------- --------- --------- -----
$ 113,231 $ 646 $ (7,642) $ 106,235 9.12%
========= ========= ========= ========= =====
AT DECEMBER 31, 1999:
Fixed-rate commercial mortgage-backed
securities ("CMBS") ................... $ 6,635 $ -- $ (3,915) $ 2,720 11.88%
Adjustable-rate CMBS .................... 24,396 22 (4) 24,414 8.24
Interest-only securities ................ 7,955 16 (3,616) 4,355 12.44
Residual interest in securitization ..... 4,100 -- -- 4,100 20.00
--------- --------- --------- --------- -----
$ 43,086 $ 38 $ (7,535) $ 35,589 10.70%
========= ========= ========= ========= =====
</TABLE>
As of March 31, 2000 and December 31, 1999, the amortized cost of CMBS included
unamortized purchase discounts of $2.9 million and $1.7 million, respectively.
Interest-only securities are entitled to receive only coupon interest stripped
from pools of commercial mortgage loans, consequently, the amortized cost of
these securities represents unamortized purchase premium. The residual interest
in Southern Pacific Secured Assets Corp. Mortgage Pass-Through Certificate
1995-2 (the "Residual") was previously classified as held-for-trading and marked
to market to income each balance sheet date. Effective January 1, 2000 the
Residual has been reclassified as available-for-sale. Under the terms of the
securitization, the Residual is required to build over-collateralization to
specified levels using excess cash flows after payments required to senior
securities until set percentages of the securitized portfolio are attained.
Future cash flows to the Residual holder are all held by the real estate
mortgage investment conduit ("REMIC") trust until a specific percentage of
either the original or current certificate balance is attained which percentage
can be raised if certain charge-off and delinquency ratios are exceeded. The
certificate holders' recourse for credit losses is limited to the amount of
over-collateralization in the REMIC trust or excess cash flows pending
distribution to the Residual holder. Upon maturity of the certificates or upon
exercise of an option ("clean up call") to repurchase all the remaining
commercial mortgages (once the balance of the commercial mortgages in the trust
are reduced to 10% of a specified balance of the original commercial mortgages
in the trust), any remaining amounts in the trust are distributed. The current
amount of any over-collateralization balance held by the trust are recorded as
part of the Residual.
NOTE 6 - LOAN RECEIVABLES
CMO COLLATERAL
CMO collateral includes various types of mortgages secured by commercial real
property and loans to developers secured by first liens on condominium
complexes. All CMO collateral is pledged to secure CMO borrowings. The
components of CMO collateral are summarized in the following table (in
thousands):
<TABLE>
<CAPTION>
MARCH 31, 2000 DECEMBER 31, 1999
-------------- -----------------
<S> <C> <C>
Commercial mortgages held as CMO collateral ... $298,681 $301,198
Unamortized net premiums ...................... 3,167 3,338
Prepaid securitization costs .................. 7,219 7,616
-------- --------
$309,067 $312,152
======== ========
</TABLE>
The weighted average yield on CMO collateral for the quarter ended March 31,
2000 was 7.49%
7
<PAGE> 8
NOTE 7 - CMO BORROWINGS
Each issue of CMOs is fully payable from the principal and interest payments on
the underlying mortgage loans collateralizing such debt and any investment
income on such collateral. The maturity of each class of CMO is directly
affected by the rate of principal prepayments on the related CMO collateral.
Each CMO series is also subject to redemption according to specific terms of the
respective indentures. As a result, the actual maturity of any class of a CMO
series is likely to occur earlier than the stated maturities of the underlying
mortgage loans. The components of CMOs, along with related other information,
are summarized as follows (dollars in thousands):
<TABLE>
<CAPTION>
MARCH 31, 2000 DECEMBER 31, 1999
-------------- -----------------
<S> <C> <C>
CMO borrowings:
Fixed-rate $251,246 $253,230
Adjustable-rate 24,323 24,857
Accrued interest payable 1,511 1,530
-------- --------
Total obligation 277,080 279,617
Unamortized discount (4,825) (5,088)
-------- --------
$272,255 $274,529
======== ========
Range of fixed interest rates* 6.06% to 7.58% 6.06% to 7.58%
Range of adjustable-rate margins over 1-month LIBOR* 0.28% 0.28%
Number of series 2 2
</TABLE>
* Excludes Impac CMB Trust 1999-1 with a $127,000 outstanding balance at
March 31, 2000 that adjusts every 6 months based on 6-month LIBOR, plus a
margin of 2.88% to 7.40%, with interest rates ranging from 10.00% to
18.25%.
The weighted average coupon on CMOs was approximately 6.58% at March 31, 2000.
NOTE 8 - REVERSE REPURCHASE AGREEMENTS
The Company enters into reverse repurchase agreements whereby specific CMBS and
interest-only securities are pledged as collateral to secure these loans.
Interest is payable upon the maturity of the loans. The interest rates on the
loans are based on 1-month LIBOR plus a margin depending on the type of
collateral provided by the Company. The following table sets forth information
regarding reverse repurchase agreements (dollars in thousands):
<TABLE>
<CAPTION>
AT MARCH 31, 2000 AT DECEMBER 31, 1999
--------------------------------------- ----------------------------------------
REVERSE WEIGHTED REVERSE WEIGHTED
TYPE OF COLLATERAL AND REPURCHASE UNDERLYING AVERAGE REPURCHASE UNDERLYING AVERAGE
MATURITY OF RELATED DEBT LIABILITY COLLATERAL RATE LIABILITY COLLATERAL RATE
----------------------------------- ------------- ------------- ----------- ------------- -------------- -----------
<S> <C> <C> <C> <C> <C> <C>
CMBS (less than 31 days) $ 3,931 $ 5,198 7.16% $3,936 $5,408 7.28%
CMBS (over 270 days, less
than 1 year) 34,131 42,678 6.35 -- -- --
CMBS (over 1 year) 27,795 33,332 6.49 -- -- --
------- ------- ---- ------ ------ ----
$65,857 $81,208 6.46% $3,936 $5,408 7.28%
======= ======= ==== ====== ====== ====
</TABLE>
The weighted average effective interest rate on borrowings under reverse
repurchase arrangements was 6.65% during the quarter ended March 31, 2000.
8
<PAGE> 9
NOTE 9 - COMMITMENTS AND CONTINGENCIES
Commercial Mortgage Loan Sales Commitments. The Company has exposure to
liability under representations and warranties made to purchasers and insurers
of mortgage loans and the purchasers of servicing rights in the ordinary course
of the curtailed mortgage conduit operations. Under certain circumstances, Impac
may be required to repurchase mortgage loans if there had been a breach of
representations or warranties.
Litigation: The Bresta Futura Action. On July 28, 1999, an action was filed
against Impac in the Superior Court for the State of California, County of
Orange. Plaintiff in the action, Bresta Futura V B.V., a Netherlands
corporation, alleges that Impac breached its lease agreement with Redstone Plaza
Associates, a California general partnership of which Bresta Futura is the
general partner. The lease with Redstone relates to a property which was to be
occupied by ICCC. Bresta Futura is seeking damages in excess of $1.0 million
consisting of unpaid rent from December 1, 1998 through the present time on the
remaining portion of the property that has not been subleased, late charges and
interest due on the unpaid rent, reasonable attorneys' fees and related
expenses. Impac answered Bresta Futura's complaint on September 14, 1999,
generally denying the allegations of the complaint and asserting specific
affirmative defenses. A trial has been scheduled for July 17, 2000. Recently,
Bresta Futura filed an application for right to attach order and writ of
attachment, seeking the right to attach property of Impac in the amount of $1.0
million. At a hearing held on March 23, 2000 this application was denied by the
court. Impac intends to vigorously defend this action.
NOTE 10 - ACQUISITION OF CMBS SUBSEQUENT TO QUARTER-END
In April 2000 the Company acquired an additional $27.6 million of
adjustable-rate CMBS. This Acquisition substantially completes the Company's
repositioning of its investment portfolio to focus on credit-sensitive CMBS.
The acquisition was pledged as collateral to secure a $13.8 million reverse
repurchase agreement with similar interest rate adjustment features and a term
of over 1 year.
9
<PAGE> 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
FINANCIAL CONDITION
OVERVIEW
Impac Commercial Holdings, Inc. ("Impac" or the "Company") was incorporated in
the Commonwealth of Maryland on February 3, 1997 to seek and capitalize on
opportunities in the commercial mortgage market. Impac is a specialty commercial
property finance company that elects to be taxed at the corporate level as a
real estate investment trust ("REIT") for federal income tax purposes, which
generally allows Impac to pass through income to stockholders without payment of
federal income tax at the corporate level provided that Impac distributes at
least 95% of its taxable income to its stockholders. Impac earns income from
investing in credit-sensitive commercial mortgage assets on a leveraged basis
and other activities in the commercial mortgage market.
In May 1999, Fortress Partners, L.P. ("Fortress Partners") made a significant
preferred stock investment in Impac and, concurrently with that investment, FIC
Management Inc. (the "Manager") an affiliate of Fortress Partners, assumed
responsibility for the external management of Impac. Assuming conversion of the
preferred shares, and including subsequent open market purchases of 832,400
common shares by an affiliate, Fortress Partners' equity interest represents
approximately 25% of the voting power of the Company.
During 1999 Impac's current management formulated a new business plan for Impac
designed to produce high current returns, enhance liquidity and reduce reliance
on short-term financing. Under the new business plan, the Company is focusing
its investments in credit-sensitive commercial mortgage-backed securities
("CMBS"). To this end, during the first quarter the Company acquired additional
adjustable-rate CMBS to increase mortgage investments by nearly $68 million to
approximately $418 million at March 31, 2000. By mid-April 2000 the Company had
substantially completed repositioning its investment portfolio with the
acquisition of another $28 million of adjustable-rate CMBS.
COMMON STOCK DIVIDEND DECLARATION AND TENDER OFFER
On April 5, 2000 the Company announced that the Board of Directors declared a
first quarter common stock dividend of $0.125 per share payable on May 3, 2000
to stockholders of record on April 19, 2000.
On April 24, 2000 the Company's Board of Directors authorized a tender offer for
up to 2,020,367 common shares for a cash purchase price of $5.75 per share,
which represents a premium of 19.5% over the April 20, 2000 closing price of
$4.8125. Fortress Partners, its affiliates and the individuals appointed as
executives and directors of Impac have agreed not to participate in the offer.
The tender offer is being made only pursuant to materials distributed to
stockholders and commenced April 24 and will expire May 19, 2000 unless
extended.
COMMERCIAL MORTGAGE INVESTMENTS
Impac invests primarily in credit-sensitive CMBS and commercial mortgage loans.
Acquisitions of mortgage assets are financed with capital, borrowings under
reverse repurchase agreements and long-term financing through collateralized
mortgage obligations ("CMOs"). Under its modified business plan the Company
anticipates future investments will be made primarily in CMBS. To this end,
during the first quarter of 2000 the Company acquired $71.8 million of
adjustable-rate CMBS, bringing the CMBS portfolio to $106.2 million.
Until August 1999, Impac originated commercial mortgage loans through its
conduit operations. Initially, these commercial mortgage loans were held as
long-term investments and were financed through short-term warehouse line
agreements and capital or used as collateral for the issuance of CMOs. From the
time CMOs were issued, the commercial mortgage loans pledged as collateral have
been reflected on Impac's balance sheet as CMO collateral with a corresponding
liability referred to as CMO borrowings. As of March 31, 2000, the Company's CMO
residuals (defined as CMO collateral, net of CMO borrowings) totaled $36.8
million, compared to $37.6 million at December 31, 1999. Although through August
1999 Impac originated commercial mortgage loans, future loans may be purchased
from third parties for long-term investment or for resale.
Impac also may acquire CMBS created through its own securitization efforts in
addition to the CMBS created by third parties. In connection with the issuance
of CMBS by Impac, Impac may retain the senior or subordinated securities as
10
<PAGE> 11
regular interests in these securitizations on a short-term or long-term basis.
CMBS investments including any retained CMBS may include "principal-only,"
"interest-only" or residual interest securities or other credit, interest rate
or prepayment sensitive securities. No such securitizations were issued by the
Company during the first quarter of 2000.
Investments in CMBS, commercial mortgage loans or any retained securities from
Impac-issued securitizations may subject Impac to credit, interest rate and/or
prepayment risks (see "Effects of Interest Rate Changes" and "Risks Associated
with Credit Sensitive Investments").
The executive officers of the Manager are empowered to make day-to-day
investment decisions, including the issuance of commitments on behalf of Impac
to purchase commercial mortgage loans and CMBS meeting the investment criteria
set from time to time by Impac's Board of Directors. Other than the observance
of statutory limitations which allow Impac to retain its classification as a
REIT, there are no current limitations set by the Board of Directors on the
percentage of assets which Impac may invest in any one type of investment or the
percentage of CMBS of any one issue which Impac may acquire. It is Impac's
policy to acquire assets primarily for income financed by reverse repurchase
agreements, the issuance of CMOs and CMBS, and proceeds from the issuance of
capital stock.
RESULTS OF OPERATIONS
Comparative net operating results by source (interest income, net of related
interest expense and provision for loan losses) were as follows (in thousands,
except per share amounts):
<TABLE>
<CAPTION>
QUARTER ENDED MARCH 31
----------------------
2000 1999
------- -------
<S> <C> <C>
CMBS $ 1,165 $ 879
Loan receivables (principally CMO collateral) 541 1,505
Other (principally short-term investments) 318 193
Provision for loan losses -- --
------- -------
Net interest income after provision for loan losses 2,024 2,577
Other operating revenue (expense):
Loss on asset sales or write downs (70) --
Rental and other income 3 249
General and administrative and other (565) (3,046)
------- -------
(632) (2,797)
------- -------
Net earnings (loss) $ 1,392 $ (220)
======= =======
Net earnings (loss) per share - basic and diluted $ 0.14 $ (0.03)
======= =======
</TABLE>
Overview. Operating results for the quarter ended March 31, 2000 were
substantially improved over the corresponding quarter of the previous year. The
Company recorded net earnings of $1,392,000, or $0.14 per basic and diluted
common share for the first quarter of 2000 compared to a net loss of $220,000,
or ($0.03) per basic and diluted common share the first quarter of 1999. Net
income was higher as a result of decisions made in 1999 to modify the Company's
business plan to focus primarily on investments in CMBS, to temporarily curtail
the mortgage conduit operations and to sell non-strategic assets. Given that
this plan was not completed until after the beginning of the first quarter 2000,
management currently expects that, absent adverse market conditions or
unforeseen credit events, net income should be higher in the second quarter 2000
because of the passage of a full quarter under the newly enacted business plan.
Net Interest Income After Provision for Loan Losses. During the current quarter,
the Company's average holdings of mortgage assets declined by $37.2 million to
$379.6 million compared to the same period in 1999 which contributed to lower
net interest income in the current quarter. The lower average holdings is
primarily the result of 1999 sales of commercial mortgage loans originated by
the curtailed mortgage conduit operations as the Company enhanced its liquidity
and redeployed a portion of its capital into CMBS. Average holdings are expected
be higher in the second quarter reflecting the full affect of the $71.8 million
of CMBS acquired in the first quarter.
Net interest spreads (mortgage asset yields, less borrowing rates) declined to
14 basis points during the current quarter from 87 basis points achieved the
first quarter of 1999. Overall mortgage asset yields declined 57 basis points to
7.71 percent as the Company repositioned its holdings by selling commercial
mortgage loans originated by the conduit operations and increasing its holdings
of adjustable-rate CMBS to $95.5 million by March 31, 2000, or 90% of its CMBS
portfolio. In addition, CMBS spreads reflect higher borrowing rates on reverse
repurchase arrangements. Although borrowing rates are
11
<PAGE> 12
expected to increase further in future quarters because of recent increases in
short-term interest rates and the prospects for future rate increases, the
Company's focus on adjustable-rate CMBS should allow net interest spreads to
remain relatively stable on this portion of the portfolio. No provision for loan
losses was deemed necessary in either quarter presented.
Other Operating Revenue (Expense). Operating expenses have been significantly
reduced by decisions made in 1999 to curtail the conduit operation, sell
non-strategic assets including the Company's office building and to eliminate
certain office lease obligations (see "Part II - Item 1. Legal Proceedings").
LIQUIDITY AND CAPITAL RESOURCES
Impac's business operations, including the acquisition of mortgage assets, are
primarily funded from monthly interest and principal payments from its
commercial mortgage and CMBS portfolios, reverse repurchase agreements secured
by commercial mortgages and CMBS, CMOs, proceeds from the sale of commercial
mortgages, and proceeds from stock issuances. Impac's ability to meet its
long-term liquidity requirements is subject to the renewal of its credit and
repurchase facilities and/or obtaining other sources of financing, including
additional debt or equity from time to time. Any decision by Impac's lenders
and/or investors to make additional funds available to Impac in the future will
depend upon a number of factors, such as Impac's compliance with the terms of
its existing credit arrangements, Impac's financial performance, industry and
market trends, the general availability of and rates applicable to financing and
investments, such lenders' and/or investors' own resources and policies
concerning loans and investments, and the relative attractiveness of alternative
investment or lending opportunities (see "Effects of Interest Rate Changes" and
"Risks Associated with Credit-sensitive Investments").
The Company has uncommitted repurchase facilities with investment banking firms
to finance mortgage assets, subject to certain conditions. Interest rates on
borrowings under these facilities are generally based on overnight to 30-day
London Interbank Offered Rate ("LIBOR") rates. The terms and conditions of these
agreements, including interest rates, are negotiated on a
transaction-by-transaction basis. Amounts available for borrowing under these
agreements are dependent upon the fair value of the securities pledged as
collateral, which may fluctuate with changes in interest rates and the credit
quality of these securities (see "Effects of Interest Rate Changes" and "Risks
Associated with Credit-Sensitive Investments").
As of March 31, 2000, only $3.9 million of the Company's $65.9 million of
borrowings under repurchase agreements had maturities of less than 31 days.
Borrowings under reverse repurchase agreements secured by more recent purchases
of adjustable-rate CMBS more closely match the interest rate adjustment features
and expected life of these investments such that the Company anticipates it can
earn more consistent net interest spreads on these investments (see "NOTE 8" to
the accompanying consolidated financial statements).
EFFECTS OF INTEREST RATE CHANGES
INTEREST RATE SENSITIVITY ON OPERATING RESULTS
The Company performs earnings sensitivity analysis using an income simulation
model to estimate the effects that specific interest rate changes will have on
future earnings. All mortgage assets and derivative financial instruments
("derivatives") held, if any, are included in this analysis. The model
incorporates management assumptions regarding the level of prepayments on
mortgage assets for a given level of market rate changes using industry
estimates of prepayment speeds for various coupon segments. These assumptions
are developed through a combination of historical analysis and future expected
pricing behavior. As of March 31, 2000 the Company had the following interest
sensitivity profile:
<TABLE>
<CAPTION>
IMMEDIATE CHANGE IN:
(RATES IN BASIS POINTS, DOLLARS IN THOUSANDS)
---------------------------------------------
<S> <C> <C>
30-day LIBOR rate Down 100 Up 100
10-year U.S. Treasury rate Down 100 Up 100
2000 Projected 12-month earnings change* $(397) $397
</TABLE>
* Note that the impact of actual or planned acquisitions of mortgage assets
subsequent to quarter-end (beyond acquisitions necessary to replace runoff)
and any new business activities were not factored into the simulation model
for purposes of this disclosure.
12
<PAGE> 13
Income simulation modeling is a primary tool used to assess the direction and
magnitude of changes in net margins on mortgage assets resulting from changes in
interest rates. Key assumptions in the model include prepayment rates on
mortgage assets, changes in market conditions, and management's capital plans.
These assumptions are inherently uncertain and, as a result, the model cannot
precisely estimate net margins or precisely predict the impact of higher or
lower interest rates on net margins. Actual results will differ from simulated
results due to timing, magnitude and frequency of interest rate changes and
other changes in market conditions, management strategies and other factors.
GENERAL DISCUSSION OF EFFECTS OF INTEREST RATE CHANGES
Changes in interest rates may impact the Company's earnings in various ways. The
Company's earnings currently depend, in part, on the difference between the
interest received on mortgage assets, and the interest paid on related
short-term borrowings. The resulting spread may be reduced or even turn negative
in a rising short-term interest rate environment. For the Company's mortgage
assets that are adjustable-rate CMBS, the risk of rising short-term interest
rates is generally offset to some extent by increases in the rates of interest
earned on the underlying adjustable-rate CMBS. The Company may invest in
derivatives from time to time as a hedge against rising interest rates on a
portion of its short-term borrowings. At March 31, 2000 the Company did not own
any derivatives as a hedge against rising interest rates.
Another effect of changes in interest rates is that as long-term interest rates
decrease the rate of principal prepayments on loans underlying CMBS may
increase. To the extent the proceeds of prepayments on mortgage assets cannot be
reinvested at a rate of interest at least equal to the rate previously earned on
such investments, earnings may be adversely affected. In addition, the rates of
interest earned on adjustable-rate CMBS generally will decline during periods of
falling short-term interest rates.
Changes in interest rates also impact earnings recognized from interest-only
mortgage securities. The amount of income that may be generated from
interest-only mortgage securities is dependent upon the rate of principal
prepayments on the underlying mortgage collateral. If mortgage interest rates
fall significantly below interest rates on the collateral, principal prepayments
may increase, reducing or even turning negative the overall return on these
investments. Conversely, if mortgage interest rates rise, interest-only mortgage
securities tend to perform favorably because underlying mortgage loans will
generally prepay at slower rates, thereby increasing overall returns.
CMO residuals behave similarly to interest-only mortgage securities. If mortgage
interest rates fall, prepayments on the underlying mortgage loans generally will
be higher, thereby reducing or even turning negative the overall returns on
these investments. This is due primarily to the acceleration of the amortization
of bond discounts as bond classes are repaid more rapidly than originally
anticipated. Conversely, if mortgage interest rates rise significantly above
interest rates on the collateral, principal prepayments will typically diminish,
improving the overall return on an investment in a fixed-rate CMO residual
because of an increase in time over which the Company receives the larger
positive interest spread.
The Company may periodically sell mortgage assets, which may increase income
volatility because of the recognition of transactional gains or losses. Such
sales may become attractive as values of mortgage assets fluctuate with changes
in interest rates. At other times, such as in 1998, it may become prudent to
significantly reposition the mortgage asset portfolios to mitigate exposure to
further declines in mortgage interest rates.
RISKS ASSOCIATED WITH CREDIT-SENSITIVE INVESTMENTS
CMBS are generally viewed as exposing an investor to greater risk of loss than
residential mortgage-backed securities since such securities are typically
secured by larger loans to fewer obligors than residential mortgage-backed
securities. Commercial property values and net operating income are subject to
volatility, and net operating income may be sufficient or insufficient to cover
debt service on the related mortgage loan at any given time. The repayment of
loans secured by income-producing properties is typically dependent upon the
successful operation of the related real estate project and the ability of the
applicable property to produce net operating income rather than upon the
liquidation value of the underlying real estate. Even when the current net
operating income is sufficient to cover debt service, there can be no assurance
that this will continue to be the case in the future.
Additionally, commercial properties may not readily be convertible to
alternative uses if such properties were to become unprofitable due to
competition, age of improvements, decreased demand, regulatory changes or other
factors. The conversion of commercial properties to alternate uses generally
requires substantial capital expenditures, which may or may not be available.
13
<PAGE> 14
The availability of credit for commercial mortgage loans will be significantly
dependent upon economic conditions in the markets where such properties are
located, as well as the willingness and ability of lenders to make such loans.
The availability of funds in the credit markets fluctuates and there can be no
assurance that the availability of such funds will increase above, or will not
contract below current levels. In addition, the availability of similar
commercial properties, and the competition for available credit, may affect the
ability of potential purchasers to obtain financing for the acquisition of
properties. This could effect the repayment of commercial mortgages pledged to
secure CMBS.
Through the process of securitizing commercial mortgages, credit risk can be
heightened or minimized. Senior classes in multi-class securitizations generally
have first priority over cash flows from a pool of mortgages and, as a result,
carry the least risk, highest investment ratings and the lowest yields.
Typically a securitization will also have mezzanine classes and subordinated
classes. Mezzanine classes will generally have somewhat lower credit ratings and
may have average lives that are longer than the senior classes. Subordinate
classes are junior in the right to receive cash flow from the underlying
mortgages, thus providing credit enhancement to the senior and mezzanine
classes. As a result, subordinated securities will have lower credit ratings
because of the elevated risk of credit loss inherent in these securities.
The availability of capital from external sources to finance investments in
credit-sensitive CMBS that are not financed to maturity at acquisition may be
diminished during periods of mortgage finance market illiquidity, such as was
experienced in 1998. Additionally, if market conditions deteriorate resulting in
substantial declines in value of these securities, sufficient capital may not be
available to support the continued ownership of such investments, requiring
these securities to be sold at a loss.
OTHER
FORWARD LOOKING STATEMENTS
This document contains "forward-looking statements" (within the meaning of the
Private Securities Litigation Reform Act of 1995) that inherently involve risks
and uncertainties. The Company's actual results and liquidity can differ
materially from those anticipated in these forward-looking statements because of
changes in the level and composition of the Company's investments and unforeseen
factors. These factors may include, but are not limited to, changes in general
economic conditions, the availability of suitable investments, fluctuations in
and market expectations for fluctuations in interest rates and levels of
mortgage prepayments, deterioration in credit quality and ratings, the
effectiveness of risk management strategies, the impact of leverage, liquidity
of secondary markets and credit markets, increases in costs and other general
competitive factors.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information required by this item is included above in "Item 2 -
Management's Discussion and Analysis of Financial Condition and Results of
Operations."
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On July 28, 1999, an action was filed against Impac in the Superior Court for
the State of California, County of Orange. Plaintiff in the action, Bresta
Futura V B.V., a Netherlands corporation, alleges that Impac breached its lease
agreement with Redstone Plaza Associates, a California general partnership of
which Bresta Futura is the general partner. The lease with Redstone relates to a
property which was to be occupied by ICCC. Bresta Futura is seeking damages in
excess of $1.0 million consisting of unpaid rent from December 1, 1998 through
the present time on the remaining portion of the property that has not been
subleased, late charges and interest due on the unpaid rent, reasonable
attorneys' fees and related expenses. Impac answered Bresta Futura's complaint
on September 14, 1999, generally denying the allegations of the complaint and
asserting specific affirmative defenses. A trial has been scheduled for July 17,
2000. Recently, Bresta Futura filed an application for right to attach order and
writ of attachment, seeking the right to attach property of Impac in the amount
of $1.0 million. At a hearing held on March 23, 2000 this application was denied
by the court. Impac intends to vigorously defend this action.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits: Exhibit 27 - Financial Data Schedule (electronic filing only).
(b) Reports on Form 8-K: None.
14
<PAGE> 15
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, thereunto duly authorized.
Date: May 8, 2000 IMPAC COMMERCIAL HOLDINGS, INC.
By: /s/ Randal A. Nardone
------------------------------------
Randal A. Nardone
Chief Operating Officer
and Secretary
Date: May 8, 2000 IMPAC COMMERCIAL HOLDINGS, INC.
By: /s/ Gregory F. Hughes
------------------------------------
Gregory F. Hughes
Chief Financial Officer (Principal
Financial and Accounting Officer
15
<PAGE> 16
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
27 Financial Data Schedule (electronic filing only).
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFOMATION EXTRACTED FROM IMPAC
COMMERCIAL HOLDINGS, INC. QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED
MARCH 31, 2000 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 17,805
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 438,778
<CURRENT-LIABILITIES> 68,091
<BONDS> 272,255
0
5
<COMMON> 84
<OTHER-SE> 98,343
<TOTAL-LIABILITY-AND-EQUITY> 438,778
<SALES> 0
<TOTAL-REVENUES> 7,634
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 635
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,607
<INCOME-PRETAX> 1,392
<INCOME-TAX> 0
<INCOME-CONTINUING> 1,392
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,392
<EPS-BASIC> 0.14
<EPS-DILUTED> 0.14
</TABLE>
