-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IVW/sLducJZCndTlhzcnHvtyHBQq2tCLBHsQbjdWqyBYd03TQ3OK6/nyPIcfYIfi BR3Id/JGB6DGYgUe28BPUg== 0000929624-98-001864.txt : 19981118 0000929624-98-001864.hdr.sgml : 19981118 ACCESSION NUMBER: 0000929624-98-001864 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980930 FILED AS OF DATE: 19981116 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HEADLANDS MORTGAGE CO CENTRAL INDEX KEY: 0001046207 STANDARD INDUSTRIAL CLASSIFICATION: MORTGAGE BANKERS & LOAN CORRESPONDENTS [6162] IRS NUMBER: 942851992 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-23569 FILM NUMBER: 98749903 BUSINESS ADDRESS: STREET 1: 700 LARKSPUR LANDING CIRCLE STE 250 CITY: LARKSPUR STATE: CA ZIP: 94939 BUSINESS PHONE: 4154616790 MAIL ADDRESS: STREET 1: 700 LARKSPUR LANDIND CIRCLE STE 250 CITY: LARKSPUR STATE: CA ZIP: 94939 10-Q 1 FORM 10-Q ================================================================================ 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: SEPTEMBER 30, 1998 OR [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _____________ TO _____________ COMMISSION FILE NUMBER: 0-23569 HEADLANDS MORTGAGE COMPANY (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) ---------------- CALIFORNIA 94-2851992 (STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 1100 LARKSPUR LANDING CIRCLE, SUITE 101 LARKSPUR, CALIFORNIA 94939 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) (415) 461-6790 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) Indicate by check mark whether the Registrant (1) has filed all 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 [_] The number of shares of the Registrant's Common Stock outstanding on November 10, 1998 was 19,743,134. ================================================================================ HEADLANDS MORTGAGE COMPANY FORM 10-Q TABLE OF CONTENTS
PAGE ---- PART I -- FINANCIAL INFORMATION Item 1. FINANCIAL STATEMENTS Consolidated Balance Sheets as of September 30, 1998 and December 31, 1997.............................................. 3 Consolidated Statements of Operations for the nine and three months ended September 30, 1998 and 1997...................... 4 Consolidated Statements of Stockholders' Equity................ 5 Consolidated Statements of Cash Flows for the nine months ended September 30, 1998 and 1997................................... 6 Notes to Consolidated Financial Statements..................... 7 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.......................................... 11 Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK..... 18 PART II -- OTHER INFORMATION Item 6. EXHIBITS AND REPORTS ON FORM 8-K............................... 18 Signatures.............................................................. 19
FORWARD-LOOKING STATEMENTS When used in this Form 10-Q or future filings by the Company with the Securities and Exchange Commission, in the Company's press releases or other public or shareholder communications, or in oral statements made with the approval of an authorized executive officer, the words or phrases "would be", "will allow", "intends to", "will likely result", "are expected to", "will continue", "is anticipated", "estimate", "project", or similar expressions are intended to identify "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. The Company wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made, and to advise readers that various factors, including regional and national economic conditions, substantial changes in levels of market interest rates, credit and other risks of lending and investment activities and competitive and regulatory factors, could affect the Company's financial performance and could cause the Company's actual results for future periods to differ materially from those anticipated or projected. For a discussion of such factors that could cause actual results to differ from those contained in forward-looking statements, see "Risk Factors" in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1997. The Company does not undertake, and specifically disclaims any obligation, to update any forward-looking statements to reflect occurrences or unanticipated events or circumstances after the date of such statements. 2 PART I ITEM 1. FINANCIAL STATEMENTS HEADLANDS MORTGAGE COMPANY CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, DECEMBER 31, 1998 1997 ------------- ------------ ASSETS Cash and cash equivalents........................... $ 6,442,955 $ 4,322,701 Retained interests in securitizations............... 32,647,004 32,552,277 Accounts receivable................................. 22,344,952 13,166,574 Accounts receivable from related parties............ 162,044 61,539 Mortgage loans held for sale, pledged............... 862,693,255 651,080,189 Originated mortgage servicing rights, net........... 19,769,210 26,127,391 Property, equipment and leasehold improvements, net................................................ 15,134,756 7,715,431 Mortgage loans held for investment, net............. 157,490 824,307 Real estate owned, net.............................. 148,680 118,772 Other assets........................................ 2,239,135 1,836,021 ------------ ------------ TOTAL ASSETS.................................... $961,739,481 $737,805,202 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Notes payable....................................... $791,595,262 $641,960,679 Notes payable to stockholders....................... -- 9,670,000 Accounts payable.................................... 36,080,838 12,014,212 Accrued liabilities................................. 11,271,952 7,629,072 ------------ ------------ Total liabilities............................... 838,948,052 671,273,963 ------------ ------------ Commitments and contingencies Stockholders' equity: Common Stock (no par value; 50,000,000 shares authorized, 19,743,134 and 19,700,000 shares issued and outstanding, respectively)............ 92,153,243 1,000 Additional paid-in-capital-stock options.......... 1,037,620 118,585 Retained earnings................................. 29,600,566 66,411,654 ------------ ------------ Total stockholders' equity...................... 122,791,429 66,531,239 ------------ ------------ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY...... $961,739,481 $737,805,202 ============ ============
See accompanying notes to consolidated financial statements. 3 HEADLANDS MORTGAGE COMPANY CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, ------------------------ ------------------------ 1998 1997 1998 1997 ----------- ----------- ----------- ----------- INCOME: Net gain from sales of mortgage loans............ $32,545,936 $27,078,400 $84,129,301 $45,009,683 Loan administration in- come...................... 3,330,370 2,535,948 9,844,360 7,195,976 Gain from sale of mortgage servicing rights.......... 581,842 336,167 712,464 9,374,526 Production income.......... 6,469,070 2,405,777 15,130,460 6,223,237 Interest income, net of interest expense.......... 7,410,247 3,455,957 18,377,574 8,826,202 Net unrealized (loss) gain in valuation of retained interests in securitizations........... (3,475,004) 72,939 (3,448,304) 667,979 ----------- ----------- ----------- ----------- Total income ............ 46,862,461 35,885,188 124,745,855 77,297,603 EXPENSES: Personnel.................. 14,404,943 8,341,248 38,966,449 20,799,293 General and administrative............ 8,353,730 4,233,942 20,418,174 10,978,295 Occupancy and rents........ 1,120,226 589,147 2,835,927 1,658,899 Depreciation and amortization of property, equipment and leasehold improvements.............. 1,643,312 760,951 3,927,199 1,983,178 Amortization and impairment of originated mortgage servicing rights.......... 5,294,198 1,701,924 12,504,714 3,599,393 ----------- ----------- ----------- ----------- Total expenses........... 30,816,409 15,627,212 78,652,463 39,019,058 ----------- ----------- ----------- ----------- Income before income taxes................... 16,046,052 20,257,976 46,093,392 38,278,545 Income taxes related to earnings ............... 6,749,670 666,606 21,313,246 1,342,215 Income taxes related to S corporation conversion.. -- -- 18,487,965 -- ----------- ----------- ----------- ----------- Net income............... $ 9,296,382 $19,591,370 $ 6,292,181 $36,936,330 =========== =========== =========== =========== PRO FORMA INFORMATION: Income before income taxes and pro forma data........ $16,046,052 $20,257,976 $46,093,392 $38,278,545 Provision for pro forma income taxes ............. 6,749,670 8,508,350 37,847,190 16,076,989 ----------- ----------- ----------- ----------- Pro forma net income..... $ 9,296,382 $11,749,626 $ 8,246,202 $22,201,556 =========== =========== =========== =========== Weighted average basic shares outstanding............. 19,733,579 14,000,000 18,945,461 14,000,000 Pro forma income per share--Basic ........... $ 0.47 $ 0.84 $ 0.44 $ 1.59 =========== =========== =========== =========== Weighted average diluted shares outstanding............. 20,039,734 14,017,697 19,239,785 14,006,151 Pro forma income per share--Diluted ......... $ 0.46 $ 0.84 $ 0.43 $ 1.59 =========== =========== =========== ===========
See accompanying notes to consolidated financial statements. 4 HEADLANDS MORTGAGE COMPANY CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
ADDITIONAL PAID-IN- TOTAL NINE MONTHS ENDED COMMON CAPITAL RETAINED STOCKHOLDERS' SEPTEMBER 30, 1997 STOCK STOCK OPTIONS EARNINGS EQUITY - ------------------ ----------- ------------- ------------ ------------- Balances at December 31, 1996................... $ 1,000 $ -- $ 29,143,241 $ 29,144,241 Net income.............. -- -- 36,936,330 36,936,330 ----------- ---------- ------------ ------------ Balances at September 30, 1997............... $ 1,000 $ -- $ 66,079,571 $ 66,080,571 =========== ========== ============ ============ ADDITIONAL PAID-IN- TOTAL NINE MONTHS ENDED COMMON CAPITAL RETAINED STOCKHOLDERS' SEPTEMBER 30, 1998 STOCK STOCK OPTIONS EARNINGS EQUITY - ------------------ ----------- ------------- ------------ ------------- Balances at December 31, 1997................... $ 1,000 $ 118,585 $ 66,411,654 $ 66,531,239 Net loss as S corporation, including loss related to establishment of C corporation deferred tax liability.......... -- -- (23,308,385) (23,308,385) Accrued distribution to S corporation stockholders........... -- -- (13,748,975) (13,748,975) Constructive recapitalization of S corporation undistributed earnings............... 29,354,294 -- (29,354,294) -- Net proceeds of initial public offering........ 62,453,152 -- -- 62,453,152 Proceeds from Exercise of stock options....... 344,797 344,797 Stock option contribution to capital................ -- 919,035 -- 919,035 Net income as C corporation............ -- -- 29,600,566 29,600,566 ----------- ---------- ------------ ------------ Balances at September 30, 1998............... $92,153,243 $1,037,620 $ 29,600,566 $122,791,429 =========== ========== ============ ============
See accompanying notes to consolidated financial statements. 5 HEADLANDS MORTGAGE COMPANY CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, --------------------------- 1998 1997 ------------- ------------ Cash flows from operating activities: Net income....................................... $ 6,292,181 $ 36,936,330 Adjustments to reconcile net income to net cash used in operating activities: Depreciation and amortization of property, equipment and leasehold improvements.......... 3,927,199 1,983,178 Amortization and impairment of originated mortgage servicing rights..................... 12,504,714 3,599,393 Compensation from stock options................ 919,035 -- Gain from sale of mortgage servicing rights.... (712,464) (9,374,526) Net gain from sales of mortgage loans.......... (84,129,301) (45,009,683) Net purchase of retained interests in securitizations............................... (94,727) (17,541,826) Increase in accounts receivable................ (9,278,883) (8,998,579) (Increase) decrease in mortgage loans held for sale, pledged................................. (127,483,765) 20,885,685 Net (increase) decrease in originated mortgage servicing rights.............................. (5,434,069) 841,991 Increase in other assets....................... (403,114) (1,226,150) Increase in accounts payable and accrued liabilities................................... 27,709,506 10,702,737 ------------- ------------ Net cash used in operating activities........ (176,183,688) (7,201,450) Net cash used in investing activities: Purchase of property, equipment and leasehold improvements................................... (11,346,524) (6,015,087) Net proceeds from mortgage loans held for investment..................................... 666,817 (133,791) Net purchase of real estate owned............... (29,908) 418,132 ------------- ------------ Net cash used in investing activities........ (10,709,615) (5,730,746) Net cash provided by financing activities: Net draws on notes payable...................... 149,634,583 13,368,791 Repayment of notes payable to stockholders...... (9,670,000) -- Payment of stockholders' distribution........... (13,748,975) -- Proceeds from sale of common stock.............. 62,797,949 -- ------------- ------------ Net cash provided by financing activities.... 189,013,557 13,368,791 ------------- ------------ Net increase in cash.............................. 2,120,254 436,595 Cash and cash equivalents beginning of period..... 4,322,701 2,701,332 ------------- ------------ Cash and cash equivalents end of period........... $ 6,442,955 $ 3,137,927 ============= ============ Supplemental disclosures of cash flow information: Cash paid for interest.......................... $ 36,767,337 $ 21,754,430 Cash paid for income taxes...................... 16,701,662 576,135
See accompanying notes to consolidated financial statements. 6 HEADLANDS MORTGAGE COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. ORGANIZATION Headlands Mortgage Company (the "Company") is a publicly held California corporation which was organized in 1981, and completed an initial public offering of common stock on February 4, 1998. The Company is a specialty mortgage banking company in the business of originating, selling, securitizing and servicing residential mortgage loans secured by one-to four-unit family residences, and purchasing and selling mortgage servicing rights. The Company is headquartered in Northern California, and has production branches in California, Washington, Oregon, Nevada, Florida, New Jersey, Virginia, Idaho, New Mexico, and Arizona. Loans are originated primarily through the Company's wholesale division, through a network of independent mortgage loan brokers approved by the Company, and also through its correspondent lending and retail lending divisions. The mortgage loans are acquired by the Company in one of the three following manners: (i) originated by an independent broker and purchased by the Company, (ii) originated by a broker and funded by the Company, or (iii) originated and funded by the Company in the ordinary course of business. The market for the Company's mortgage banking operations is predominantly California and the western United States. The consolidated financial statements include Headlands Mortgage Company ("HMC"), and its wholly-owned subsidiary Headlands Mortgage Securities Inc. ("HMSI"). The activity of the subsidiary is related to the Company's securitizations. All material intercompany balances and transactions have been eliminated. The Company diversified its residential mortgage loan sales activities in 1996 to include the securitization of such loans into Real Estate Mortgage Investment Conduits ("REMICs") and Asset-Backed Securities ("ABS"). The REMICs, which consist of pooled fixed-rate first-lien mortgages, were issued by the Company to the public through the registration statement of the related underwriter during 1996, and through the registration statement of HMSI during 1997 and 1998. The ABS, which consist of revolving home equity loans and closed-end second mortgages, were issued by the Company through Headlands Mortgage LLC (HMSI's predecessor) and the registration statement of the related underwriter in 1996, and through the registration statement of HMSI during 1997 and 1998. The Company's executive offices are located in Larkspur, California, and its loan servicing center is located in Santa Rosa, California. The Company's source of servicing is from mortgage loans it has originated and sold. 2. BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements have been prepared in conformity with generally accepted accounting principals 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 notes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the nine months ended September 30, 1998 are not necessarily indicative of the results that may be expected for the year ended December 31, 1998. The financial information presented herein should be read in conjunction with the consolidated financial statements and notes included in the Headlands Mortgage Company Annual Report on Form 10-K for the year ended December 31, 1997. Certain prior period amounts have been reclassified to conform to current period presentation. In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the dates of the balance sheets and revenues and expenses for the periods presented. Actual results could differ significantly from those estimates. 7 HEADLANDS MORTGAGE COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 3. PRO FORMA INFORMATION (a) Pro Forma Income Taxes On January 31, 1998, the Company converted from an S corporation to a C corporation. As a C corporation, the Company bears the tax obligation relating to the net income earned for federal and state tax purposes. The accompanying pro forma consolidated statements of operations for the nine months ended September 30, 1998 and 1997, and the three months ended September 30, 1997, reflect the income tax expense of the Company as if it had been subject to federal and state C corporation income taxes for the periods presented. The pro forma information also takes into consideration the one- time, non-cash charge relating to deferred income taxes on historical earnings resulting from termination of the Company's S corporation status. (b) Pro Forma Earnings Per Share Data The weighted average number of diluted shares outstanding for the nine months ended September 30, 1998 includes all options issued under the Company's Stock Option Plan, and is calculated using the treasury stock method. 4. CASH AND CASH EQUIVALENTS The Company considers all highly liquid investments with an original maturity of 90 days or less to be cash equivalents, including restricted cash and cash equivalents in the amount of $3,009,234 and $2,053,613 at September 30, 1998 and December 31, 1997, respectively. 5. RETAINED INTERESTS IN SECURITIZATIONS Retained interests in securitizations consist of assets generated by the Company's loan securitizations. These assets were as follows at:
SEPTEMBER 30, DECEMBER 31, 1998 1997 ------------- ------------ REMIC subordinate certificates................. $ 5,764,155 $ 6,310,052 ABS Interest-only residual interest............ 10,267,489 16,264,219 ABS principal interest......................... 16,615,360 9,978,006 ----------- ----------- $32,647,004 $32,552,277 =========== ===========
The Company classifies REMIC and ABS securities as trading securities in accordance with SFAS No. 115, "Accounting for Certain Investments in Debt and Equity Securities" and carries them as current assets at market value. The Company is contractually bound by the Headlands Home Equity Loan (HHEL) ABS Trusts to retain its principal interest and overcollateralization. While the Company can sell these certificates, it would be considered a "Rapid Amortization Event" under the terms of the trust, and would trigger rapid amortization of the trust senior certificates. 8 HEADLANDS MORTGAGE COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 6. MORTGAGE LOANS HELD FOR SALE Mortgage loans held for sale included net deferred fees and costs, and consisted of the following at:
SEPTEMBER 30, DECEMBER 31, 1998 1997 ------------- ------------ Mortgage loans................................ $748,907,120 $536,520,290 Home equity lines of credit................... 103,247,817 107,800,278 Deferred costs, net of fees................... 10,538,318 6,759,621 ------------ ------------ $862,693,255 $651,080,189 ============ ============
7. ORIGINATED MORTGAGE SERVICING RIGHTS Originated mortgage servicing rights, net, consist of the following:
ACCUMULATED IMPAIRMENT NET OMSR AMORTIZATION ALLOWANCE OMSR ------------ ------------ ------------- ------------ Balance at December 31, 1996 .................. $ 22,279,656 $(246,141) $ (1,757,922) $ 20,275,593 Current year additions.. 22,975,958 (403,857) (5,409,000) 17,163,101 Servicing sold.......... (11,806,387) 125,418 369,666 (11,311,303) Write-downs due to prepayments............ (5,618,849) 126,059 5,492,790 -- ------------ --------- ------------- ------------ Balance at December 31, 1997 $ 27,830,378 $(398,521) $ (1,304,466) $ 26,127,391 Current year additions.. 16,118,294 (297,619) (12,207,095) 3,613,580 Servicing sold.......... (9,991,362) 19,601 -- (9,971,761) Write-downs due to prepayments............ (8,873,410) 165,586 8,707,824 -- ------------ --------- ------------- ------------ Balance at September 30, 1998................... $ 25,083,900 $(510,953) $ (4,803,737) $ 19,769,210 ============ ========= ============= ============
8. PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS Property, equipment and leasehold improvements, net, consist of the following at:
SEPTEMBER 30, DECEMBER 31, 1998 1997 ------------- ------------ Furniture and fixtures....................... $ 2,477,787 $ 1,483,317 Office equipment............................. 27,176,112 17,940,908 Leasehold improvements....................... 1,646,920 1,063,892 Automobiles.................................. 47,911 49,411 ------------ ------------ 31,348,730 20,537,528 Less accumulated depreciation and amortization................................ (16,213,974) (12,822,097) ------------ ------------ $ 15,134,756 $ 7,715,431 ============ ============
9. MORTGAGE LOANS HELD FOR INVESTMENT During the normal course of business, the Company is required from time to time to repurchase certain loans from investors. Mortgage loans held for investment consisted of residential real estate mortgage loans at September 30, 1998 and December 31, 1997. All properties are located in the state of California. Interest rates on these mortgage loans are at variable and fixed rates which range from 7.88% to 12.00% at September 30, 1998, and from 7.25% to 12.00% at December 31, 1997. The maturities range from 3 months to 4 years at September 30, 1998, and from 11 months to 28 years at December 31, 1997. 9 HEADLANDS MORTGAGE COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 10. REAL ESTATE OWNED Real estate owned, net, consists of the following at:
SEPTEMBER 30, DECEMBER 31, 1998 1997 ------------- ------------ Residential real estate at cost............... $ 259,094 $ 165,463 Less valuation allowance: Balance at beginning of year................ (46,691) (52,255) Additions to allowance...................... (187,341) (164,016) Deductions related to real estate sold...... 123,618 169,580 --------- --------- Real estate owned, net........................ $ 148,680 $ 118,772 ========= =========
11. NOTES PAYABLE Notes payable consist of the following at:
SEPTEMBER 30, DECEMBER 31, 1998 1997 ------------- ------------ Warehouse line of credit with banks, expiring on November 4, 1999, $310 million at September 30, 1998, and $215 million at December 31, 1997, bearing variable interest rates, including a rate adjusted for compensating balances........................................... $292,245,623 $195,688,752 Master repurchase agreement with an investment banker, secured by mortgage loans and expiring September 10, 1999, $250 million at September 30, 1998 and December 31, 1997, bearing variable interest rates .................................... 49,330,539 174,542,715 Master repurchase agreement with an investment banker, secured by mortgage loans, bearing a variable interest rate ............................ 61,807,860 238,613,472 Master repurchase agreement with an investment banker, secured by mortgage loans and expiring December 11, 1998, bearing a variable interest rate based on the LIBOR................................. 245,975,845 21,312,832 Master repurchase agreement with an investment banker, secured by mortgage loans, bearing a variable interest rate based on the LIBOR.......... 132,084,181 -- Warehouse line of credit with a major corporation which was terminated on April 1, 1998, $15 million at December 31, 1997, bearing variable interest rates based on the LIBOR........................... -- 1,491,935 Master repurchase agreement with an investment banker, secured by marketable securities, bearing a variable interest rate based on the LIBOR.......... 2,558,653 2,949,223 Master repurchase agreement with an investment banker, secured by marketable securities, bearing a variable interest rate based on the LIBOR.......... 1,745,000 1,817,000 Master lease agreement with a leasing company, secured by fixed assets of the Company, bearing various interest rates based on the LIBOR.......... 5,847,561 5,544,750 ------------ ------------ $791,595,262 $641,960,679 ============ ============
12. NOTES PAYABLE TO STOCKHOLDERS The Company issued notes during 1996 to two of its stockholders. The principal amount outstanding under the notes at December 31, 1997 was $9,670,000. On February 5, 1998, the Company commenced trading shares of its stock on the NASDAQ under the symbol HDLD. A portion of the proceeds received from the sale of its stock to the public was used to repay the balance due under the notes. 10 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OVERVIEW Headlands Mortgage Company (the "Company") is primarily engaged in the origination, purchase, sale, securitization and servicing of mortgage loans secured by one- to four-unit family residences. The Company's total income represents revenues derived from net gain from sales of mortgage loans, loan administration income, gain from sales of mortgage servicing rights, production income, net interest income and net unrealized gain in valuation of retained interests in securitizations. The net gain from sales of mortgage loans consists of two components: (i) gain on sale of mortgage loans sold through securitizations, which is recognized based on the sum of the selling price of the portion sold and the value of the portion retained less the carrying value of the mortgage loans sold; and (ii) net gain on mortgage loans sold through whole loan transactions, which is recognized based upon the difference between the selling price and the carrying value of the mortgage loans sold. If a whole loan is sold servicing released, the servicing release premium is included in the net gain on the sale of the mortgage loan. Loan administration income includes fees earned as servicer for mortgage loans owned by investors, net of fees paid to the subservicer. The Company recognizes gain on the sale of mortgage servicing rights which are sold separately from the mortgage loans, based upon the difference between the selling price, net of selling expenses, and the carrying value of the mortgage loan servicing rights. Production income includes fees paid to the Company by borrowers for the preparation, documentation and underwriting of mortgage loans. Net interest income consists of the net spread between interest received by the Company on its mortgage loans held for sale and interest paid by the Company under its credit facilities. It also includes interest earned on retained interests in securitizations net of interest expenses for the related investment financing. As of the date of this Report, the Company had 12 wholesale branches and a network of approximately 6,200 mortgage brokers. In addition, the Company initiated its correspondent and retail lending divisions in 1994 to access new mortgage loan origination markets. These strategies were designed to expand and diversify the Company's mortgage loan origination network and decrease the Company's reliance on the California real estate market. The Company has experienced significant growth in the last few years, particularly since April 1, 1995. Management believes that this growth is primarily attributable to (i) its changing mortgage loan product mix, (ii) the Company's geographic expansion, (iii) the Company's further penetration into its established markets, and (iv) the Company's increased access to additional funding sources which has enabled the Company to accumulate larger pools of mortgage loans for sales through securitizations. In connection with its growth, the Company has continued to focus its resources on developing mortgage loan production from borrowers, brokers and correspondents by designing mortgage loan products to meet the evolving needs of these customers. Any future growth will be limited by, among other things, the Company's need for continued funding sources, access to capital markets, sensitivity to economic slowdowns, ability to attract and retain qualified personnel, fluctuations in interest rates and competition from other mortgage lenders and from new market entrants. The Company's primary source of mortgage loan servicing rights is from mortgage loans originated or acquired and sold by the Company. Of the Company's $4.4 billion of mortgage loans serviced at September 30, 1998, $3.2 billion were serviced for others and $1.2 billion were either mortgage loans held for sale or other assets of the Company. Of the mortgage loans serviced for others, approximately $1.4 billion were mortgage loans serviced for Fannie Mae or Freddie Mac, $1.6 billion were mortgage loans included in securities created by the Company, and $0.2 billion were mortgage loans serviced for private investors. Of the total mortgage loans serviced for others at September 30, 1998 and December 31, 1997, 1.7% were 30 days or more delinquent. As of September 30, 1998 and December 31, 1997, the Company had not purchased mortgage loan servicing rights. 11 TERMINATION OF S CORPORATION STATUS AND INCOME TAXES On January 31, 1998, the Company's status as an S corporation terminated. In connection with the termination of the Company's S corporation status, the Company distributed approximately $13.7 million, calculated as of January 31, 1998 to the stockholders of the Company prior to the S corporation termination. As an S corporation, the Company's income, whether or not distributed, was taxed at the stockholder level for federal and state tax purposes. Upon termination of its S corporation status, the Company became fully subject to federal and state income taxes and recorded a deferred tax liability on its consolidated balance sheets. The amount of the deferred tax liability recorded as of the date of termination of the S corporation status depends upon timing differences between tax and book accounting relating principally to recognition of gains on sale of mortgage loans. The deferred tax liability recognized was approximately $18.5 million (included in accounts payable), and was recorded as a current tax expense on January 31, 1998. The provision for pro forma income taxes on the consolidated statements of operations shows results as if the Company had always been fully subject to federal and state taxes at the tax rates effective for the periods presented, as well as the recording of the deferred tax liability relating to the conversion to a C corporation. IMPACT OF THE YEAR 2000 The Year 2000 issue is the result of prior computer programs and embedded logic devices using two digits to define the applicable year. Any computer programs and embedded logic devices that have time-sensitive software may recognize a date using "00" as the year 1900 rather than the year 2000. Any such occurrence could result in a system failure or miscalculations, causing disruption of operations and possibly a temporary inability to process transactions or engage in normal business activities. The Company management has reviewed the critical systems for Year 2000 compliance to determine whether these systems will properly utilize dates beyond December 31, 1999. Management believes that these systems are currently, or will be with planned modifications, able to perform in the year 2000. Planned modifications are expected to be completed in the fourth quarter of 1998 and the first quarter of 1999. However, if the planned modifications are not completed on a timely basis, the Year 2000 issue could have an adverse effect on the Company's operations. The Company is presently engaged in various procedures to determine if the computer systems and software of its suppliers, customers, brokers and agents will be Year 2000 compliant. The Company is actively working with these third parties to assess their compliance endeavors and the effect on the Company, and the Company has thus far been notified by its venders that the systems upon which it relies will be compliant prior to the end of the first quarter of 1999. There can be no guarantee that the systems of third parties, upon which the Company relies, will be Year 2000 compliant in a timely manner. The Company is currently evaluating alternative vendors with Year 2000 compliant systems to establish a contingency plan. The Company is also using internal resources to test, identify and correct its systems for Year 2000 compliance. The Company has established a Year 2000 committee to mitigate and/or prevent the adverse effects of Year 2000 issues. The total cost for modifications and conversions is not known at this time; however, it is not expected to be material to the Company's financial position, results of operations or cash flows and is being expensed as incurred. RESULTS OF OPERATIONS Three and Nine Months Ended September 30, 1998 Compared to Three and Nine Months Ended September 30, 1997 Summary. The financial results for the three and nine months ended September 30, 1998 reflect the Company's ability to successfully originate mortgage loans, and securitize and market them in the capital markets. Refinancing activity accounted for approximately 56% and 52% of the mortgage loans originated by the Company during the three months ended September 30, 1998 and 1997, respectively, compared to 60% and 54% of the mortgage loans originated by the Company during the nine months ended September 30, 1998 and 1997, respectively. 12 Net income for the three months ended September 30, 1998 decreased $10.3 million, or 53%, to $9.3 million compared to net income of $19.6 million for the same period in the prior year. The percentage decrease in net income was greater than the percentage decrease in income before income taxes due to the Company's change in tax status from an S corporation to a C corporation. Income before income taxes for the three months ended September 30, 1998 decreased $4.3 million, or 21%, to $16.0 million compared to income before income taxes of $20.3 million for the same period in the prior year. The percentage increase in income was less than the percentage increase in expenses due to a relatively higher increase in operating expenses during the three months ended September 30, 1998 compared to the three months ended September 30, 1997. Net income for the nine months ended September 30, 1998 decreased $30.6 million, or 83%, to $6.3 million compared to net income of $36.9 million for the same period in the prior year. The decrease in net income from the prior year was primarily due to the one-time non-cash deferred tax charge of $18.5 million recognized by the Company at the C corporation commencement as described in "Termination of S Corporation Status and Income Taxes" above. Additionally, the Company was taxed as a C corporation for eight months during the nine months ended September 30, 1998, compared to an S corporation tax status for the same period in the prior year. The increased tax expense of $38.5 million was partially offset by an increase in income before income taxes. Income before income taxes for the nine months ended September 30, 1998 increased $7.8 million, or 20%, to $46.1 million compared to income before income taxes of $38.3 million for the same period of the prior year. The percentage increase in income before income taxes was lower than the percentage increase in revenue due to a relatively higher increase in operating expenses during the nine months ended September 30, 1998 compared to the nine months ended September 30, 1997. Revenue. Revenue for the three months ended September 30, 1998 increased $11.0 million, or 31%, to $46.9 million as compared to $35.9 million for the three months ended September 30, 1997. Revenue for the nine months ended September 30, 1998 increased $47.4 million, or 61%, to $124.7 million as compared to $77.3 million for the nine months ended September 30, 1997. Net gain from sales of mortgage loans increased $5.4 million, or 20%, to $32.5 million for the three months ended September 30, 1998 compared to $27.1 million for the same period in the previous year. The increase was the result of an increase in mortgage loans sold through securitizations and on a whole loan basis. Mortgage loans either sold or securitized during the three months ended September 30, 1998 increased $1,145.7 million, or 99%, to $2,302.0 million from $1,156.3 million during the three months ended September 30, 1997, with a weighted average net gain on sale as a percentage of mortgage loans sold or securitized of 1.4% and 2.3%, respectively. The decrease in net gain on sale percentage is due primarily to a high margin HELOC transaction which took place in the third quarter of 1997. The Company sold 73% of its loans with servicing rights released during the three months ended September 30, 1998, compared to 30% for the same period in the prior year. The Company retains 100% of the servicing rights on mortgage loans it sells through securitizations. Net gain from sales of mortgage loans increased $39.1 million, or 87%, to $84.1 million for the nine months ended September 30, 1998 compared to $45.0 million for the same period in the previous year. The increase was the result of an increase in mortgage loans sold through securitizations and on a whole loan basis. Mortgage loans either sold or securitized during the nine months ended September 30, 1998 increased $3,149.5 million, or 127%, to $5,623.3 million from $2,473.8 million during the nine months ended September 30, 1997, with a weighted average net gain on sale as a percentage of mortgage loans sold or securitized of 1.5% and 1.8%, respectively. The Company sold 71% of its loans with servicing rights released during the nine months ended September 30, 1998, compared to 23% for the same period in the prior year. The Company retains 100% of the servicing rights on mortgage loans it sells through securitizations. 13 Loan administration income increased $0.8 million, or 32%, to $3.3 million for the three months ended September 30, 1998 from $2.5 million for the three months ended September 30, 1997. The increase was due to an increase of $0.3 billion, or 8%, in the average monthly balance of mortgage loans serviced for others to $4.3 billion from $4.0 billion in the prior year, and the weighted average service fee rate increased 0.03%, or 11%, to 0.31% at September 30, 1998 compared to 0.28% at September 30, 1997. Additionally, ancillary fees collected in relation to loan servicing activities increased $0.5 million. Loan administration income increased $2.6 million, or 36%, to $9.8 million for the nine months ended September 30, 1998 from $7.2 million for the nine months ended September 30, 1997. The increase was due primarily to an increase of $0.8 billion, or 22%, in the average monthly balance of mortgage loans serviced for others to $4.5 billion from $3.7 billion in the prior year, as well as an increase in the weighted average service fee rate noted in the previous paragraph. The Company sold mortgage servicing rights relating to $0.6 billion and $0.3 billion of mortgage loan principal balances during the three months ended September 30, 1998 and 1997, respectively, resulting in a pre-tax gain of $0.6 million and $0.3 million, respectively. These gains represent a 10 basis point gain based on the outstanding principal balance of the underlying mortgage loans for the three months ended September 30, 1998 and 1997. Of the mortgage servicing rights sold during the three months ended September 30, 1998 and 1997, 100% had capitalized values in accordance with SFAS 125. The Company sold mortgage servicing rights relating to $0.8 billion and $1.8 billion of mortgage loan principal balances during the nine months ended September 30, 1998 and 1997, respectively, resulting in a pre-tax gain of $0.7 million and $9.4 million, respectively. These gains represent a 9 basis point and 52 basis point gain based on the outstanding principal balance of the underlying mortgage loans for the nine months ended September 30, 1998 and 1997, respectively. Of the mortgage servicing rights sold during the nine months ended September 30, 1998, 100% had capitalized values in accordance with SFAS 125, compared to 56% during the same period in the prior year. The remaining 44% in the prior year were mortgage servicing rights which were originated prior to 1995 and had no capitalized value. Thus, the decrease in gain is due to a lower book value related to the mortgage servicing rights sold during the nine months ended September 30, 1997, partially offset by an increase in the weighted average sales price of 34 basis points, or 31%, to 145 basis points for the nine months ended September 30, 1998 compared to 111 basis points in the prior year. The increase in weighted average sales price from the prior year is partially due to the type and characteristics of servicing rights sold. In general, the decision to sell, buy or retain mortgage servicing rights is based upon the market for and value of mortgage servicing rights, and the Company's current financial needs and objectives. The Company's ability to sell its mortgage servicing rights under its various mortgage loan servicing agreements with investors is generally subject to the consent of the investors. In addition, under the mortgage loan servicing provisions governing the Company's securitizations, the successor servicer is subject to prior approval of the rating agencies rating the subject securities. Production income increased $4.1 million, or 171%, to $6.5 million for the three months ended September 30, 1998 from $2.4 million for the three months ended September 30, 1997. The increase is due primarily to the growth in mortgage loan originations and purchases, and a 27% increase in per loan fees collected during the three months ended September 30, 1998 over the same period in the prior year. During the three months ended September 30, 1998, mortgage loan originations increased $1,277.5 million, or 127%, to $2,287.2 million compared to $1,009.7 million during the three months ended September 30, 1997. Production income increased $8.9 million, or 144%, to $15.1 million for the nine months ended September 30, 1998 from $6.2 million for the nine months ended September 30, 1997. The increase is due primarily to the growth in mortgage loan originations and purchases, and a 15% increase in per loan fees collected during the nine months ended September 30, 1998 over the same period in the prior year. During the nine months ended September 30, 1998, mortgage loan originations increased $3,341.8 million, or 132%, to $5,869.0 million compared to $2,527.2 million during the nine months ended September 30, 1997. 14 Net interest income increased $3.9 million, or 111%, to $7.4 million during the three months ended September 30, 1998 from $3.5 million during the three months ended September 30, 1997. Net interest income increased $9.6 million, or 109%, to $18.4 million during the nine months ended September 30, 1998 from $8.8 million during the nine months ended September 30, 1997. The increase in net interest income was due to several factors: (i) a higher average balance of mortgage loans held for sale during the three and nine months ended September 30, 1998 compared to the same periods in 1997; (ii) earnings on subordinate certificates retained by the Company relating to securitizations; (iii) the Company's increase in available cash to invest in the warehouse lines of credit thereby increasing the margin between mortgage coupons and borrowing costs; and (iv) repayment of the $9.7 million notes to shareholders during the first quarter of 1998. Net unrealized gain/loss in valuation of retained interests in securitizations decreased $3.6 million to a loss of $3.5 million for the three months ended September 30, 1998 from a gain of $0.1 million during the three months ended September 30, 1997. Net unrealized gain/loss in valuation of retained interests in securitizations decreased $4.1 million, to a loss of $3.4 million for the nine months ended September 30, 1998 from a gain of $0.7 million during the nine months ended September 30, 1997. The decrease in value was due to a 5% increase in the prepayment speeds experienced by the Company relating to its interest only residual interests. Expenses. Operating expenses increased $15.2 million, or 97%, to $30.8 million during the three months ended September 30, 1998 from $15.6 million for the three months ended September 30, 1997. Operating expenses increased $39.7 million, or 102%, to $78.7 million during the nine months ended September 30, 1998 from $39.0 million for the nine months ended September 30, 1997. The increase in expense was primarily the result of additional personnel required for the greater volume of mortgage loan originations, higher general and administrative expenses related to the increase in mortgage loan originations and an increase in amortization and impairment of originated mortgage servicing rights relating to the increase in loan prepayments relating to the capitalized asset during the three and nine months ended September 30, 1998 as compared to the three and nine months ended September 30, 1997. Personnel expense increased $6.1 million, or 73%, to $14.4 million during the three months ended September 30, 1998 from $8.3 million for the three months ended September 30, 1997. Personnel expense increased $18.2 million, or 88%, to $39.0 million during the nine months ended September 30, 1998 from $20.8 million for the nine months ended September 30, 1997. The increase in personnel expense was due primarily to increased staffing in the Company's mortgage loan originations area. As of September 30, 1998, the Company employed 1,034 people compared to 616 people at September 30, 1997, a 68% increase. Additionally, personnel expense includes volume-based compensation expenses which increased in direct proportion with mortgage loan originations. General and administrative expenses increased $4.2 million, or 100%, to $8.4 million during the three months ended September 30, 1998 from $4.2 million for the three months ended September 30, 1997. General and administrative expenses increased $9.4 million, or 85%, to $20.4 million during the nine months ended September 30, 1998 from $11.0 million for the nine months ended September 30, 1997. The increase in general and administrative expenses is due primarily to expenses incurred in connection with the increase in loan originations, and includes such items as office supplies, telephone, computers and postage. Amortization and impairment of originated mortgage loan servicing rights increased $3.6 million, or 212%, to $5.3 million for the three months ended September 30, 1998, from $1.7 million for the three months ended September 30, 1997. Amortization and impairment of originated mortgage loan servicing rights increased $8.9 million, or 247%, to $12.5 million for the nine months ended September 30, 1998, from $3.6 million for the nine months ended September 30, 1997. The increase in amortization and impairment of originated mortgage loan servicing rights was due to additional impairment recognized by the Company relating to an increase in prepayment rates. 15 FINANCIAL POSITION September 30, 1998 Compared to December 31, 1997 The balance of mortgage loans held for sale is affected by the timing of securitizations and whole loan sales. Mortgage loans held for sale increased $211.6 million, or 32%, to $862.7 million at September 30, 1998 from $651.1 million at December 31, 1997. The increase in mortgage loans held for sale resulted primarily from mortgage loan originations and purchases of $5,869.0 million and HELOC draws of $5.7 million during the nine months ended September 30, 1998, partially offset by sales into securities of $621.4 million and whole loan sales of $5,001.9 million. Notes payable under warehouse lines of credit increased $149.6 million, or 23%, to $791.6 million at September 30, 1998 from $642.0 million at December 31, 1997, reflecting the mortgage loan origination, purchase and sale activity described above. The percentage increase in the borrowings under warehouse lines of credit was less than the percentage increase in the mortgage loans held for sale due to the Company's investment of available cash balances in the mortgage loans held for sale. Accounts payable increased $24.1 million, or 201%, to $36.1 million at September 30, 1998 from $12.0 million at December 31, 1997. The increase resulted primarily from the recognition of the C corporation deferred tax liability of $18.5 million and the additional tax liability relating to the eight months the Company was taxed as a C corporation during the nine months ended September 30, 1998. Accounts receivable increased $9.1 million, or 69%, to $22.3 million at September 30, 1998 from $13.2 million at December 31, 1997. The increase resulted primarily from an increase in proceeds due relating to servicing sales of $6.2 million and mortgage loan sales of $4.2 million, partially offset by a decrease in servicing advances of $3.7 million. Notes payable to shareholders of $9.7 million at December 31, 1997 were repaid in full from proceeds of the initial public offering. Originated mortgage servicing rights decreased $6.3 million, or 24%, to $19.8 million at September 30, 1998 from $26.1 million at December 31, 1997. The decrease in originated mortgage servicing rights resulted from the sale of mortgage loans with servicing rights retained with a relative fair value of $16.1 million during the nine months ended September 30, 1998, offset by amortization and impairment recorded of $12.5 million and capitalized servicing sold with a net book value of $10.0 million. Property, equipment and leasehold improvements, net, increased $7.4 million, or 96%, to $15.1 million at September 30, 1998 from $7.7 million at December 31, 1997. As a result of the Company's ongoing commitment to modern technology, this growth reflects the purchase of upgraded office equipment of $9.7 million, additional furniture and fixtures of $1.0 million and leasehold improvements of $0.6 million. These increases were partially offset by depreciation and amortization of $3.9 million. Accrued liabilities increased $3.7 million, or 49%, to $11.3 million at September 30, 1998 from $7.6 million at December 31, 1997. The increase was due to the general increase in operating expenses and the timing of payment of those expenses. Stockholders' equity increased $56.3 million, or 85%, to $122.8 million at September 30, 1998 from $66.5 million at December 31, 1997. This increase is due to net proceeds from the Company's initial public offering of $62.5 million, additional paid in capital relating to stock options granted of $0.9 million, shares issued through the Company's stock option plans of $0.3 million and earnings as a C corporation of $29.6 million, partially offset by the recognition of a stockholder distribution of $13.7 million, and the loss as an S corporation of $23.3 million (which includes the recognition of the deferred tax charge). 16 LIQUIDITY AND CAPITAL RESOURCES The Company's principal liquidity requirements include the funding or payment of: (i) mortgage loan originations and purchases; (ii) investments and overcollateralization requirements in connection with its securitization program; (iii) fees and expenses incurred in connection with securitizations; (iv) advances of delinquent principal and interest payments and escrow balances required to be made as a mortgage loan servicer; and (v) ongoing administrative and other operating expenses. The Company must be able to sell mortgage loans and obtain adequate credit facilities and other sources of funding in order to continue to originate and purchase mortgage loans. As a result of increased loan originations and purchases, the Company used cash of $176.2 million for operating activities during the nine months ended September 30, 1998. Recently, there has been a liquidity shortage in the secondary mortgage market and related pricing pressures. The Company has continued to sell its originations on a whole loan basis and through securitizations, but at less attractive prices than the Company had previously been receiving. Additionally, the Company experienced some difficulty completing two transactions with committed investors which were in process when the liquidity shortage occurred in the market. The Company believes it will continue to be able to sell its mortgage loans at or above their cost basis. However, if market conditions worsen, the Company's ability to continue to sell and securitize its mortgage loans may be adversely impacted. The Company used cash of $11.3 million for the purchase of property, equipment and leasehold improvements during the nine months ended September 30, 1998. The increase during 1998 represents upgrades to office equipment, the purchase of additional furniture and fixtures, and leasehold improvements. The Company had cash flow from financing activities relating to the proceeds from the sale of Common Stock of $62.8 million, repayment of notes to shareholders of $9.7 million, and payment of stockholders' distribution of $13.7 million. Additionally, the Company utilizes short-term warehouse facilities and repurchase agreements to fund mortgage loan originations and purchases. Thus, the increase in loan production resulted in cash provided under notes payable of $149.6 million during the nine months ended September 30, 1998. The Company increased its committed mortgage loan warehousing facility during the nine months ended September 30, 1998 to $310.0 million from $215.0 million at December 31, 1997. As of November 12, 1998 this facility was increased to $750.0 million, and extends through November 4, 1999. At September 30, 1998, the outstanding balance under the Warehouse Facility was $292.2 million. In addition to the Warehouse Facility, the Company makes regular use of certain uncommitted lines of credit, short-term credit facilities and purchase and sale agreements (such as repurchase or "gestation" agreements) provided by major investment banks that typically come due within 30 days of the borrowing date. Amounts outstanding under these various facilities at September 30, 1998 were $489.2 million. Despite the recent liquidity shortages present in the secondary mortgage market in general, the Company currently expects to be able to repay the full amounts coming due or enter into new transactions under these facilities. However, if the liquidity problems in the market worsen during the coming months, the Company may be adversely impacted. The Company terminated its $15.0 million warehouse line of credit with a major corporation during the nine months ended September 30, 1998. The Company decreased its servicing secured line of credit during the nine months ended September 30, 1998 to $3.0 million from $15.0 million at December 31, 1997. As of November 12, 1998, this line of credit was increased to $8.0 million, and expires on November 4, 1999. At September 30, 1998, the Company had no outstanding balance under this line of credit. The Company has a master lease agreement with a leasing company for borrowing arrangements relating to fixed assets. At September 30, 1998, the Company had $5.8 million outstanding under this agreement. 17 RECENT ACCOUNTING PRONOUNCEMENTS In June, 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 133 "Accounting for Derivative Instruments and Hedging Activities" ("SFAS 133"), which amends the disclosure requirements of Statement No. 52, "Foreign Currency Translations" and of Statement No. 107, "Disclosures about Fair Value of Financial Instruments." SFAS 133 supersedes Statements No. 80 "Accounting for Future Contracts," No. 105 "Disclosure of Information about Financial Instruments with Off-Balance Sheet Risk and Financial Instruments with Concentrations of Credit Risk" and No. 119, "Disclosure about Derivative Financial Instruments and Fair Value of Financial Instruments." Under the provisions of SFAS 133, the Company is required to recognize all derivatives as either assets or liabilities in the statement of financial condition and measure those instruments at fair value. If certain conditions are met, a derivative may be specifically designated as (a) a hedge of the exposure to changes in the fair value of a recognized asset or liability or an unrecognized firm commitment, (b) a hedge of the exposure to variable cash flows of a forecasted transaction, or (c) a hedge of the foreign currency exposure of a net investment in a foreign operation, an unrecognized firm commitment, an available-for-sale security or a foreign-currency- denominated forecasted transaction. The accounting for changes in the fair value of a derivative (that is, gain and losses) depends on the intended use of the derivative and the resulting operation. SFAS 133 is effective for all fiscal quarters of fiscal years beginning June 15, 1999, with early application encouraged, but it is permitted only as of the beginning of any fiscal quarter that begins after the issuance of the statement. SFAS 133 should not be applied retroactively to financial statements of prior periods. The Company does not expect that the adoption of SFAS 133 will have a material impact on its financial condition and results of operation. In October, 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 134 "Accounting for Mortgage-Backed Securities Retained after the Securitization of Mortgage Loans Held for Sale by a Mortgage Banking Enterprise" ("SFAS 134"), which amends Statement No. 65, "Accounting for Certain Mortgage Banking Activities." Under the provisions of SFAS 134, the Company is required to classify retained interests in a securitization based on its ability and intent to sell or hold those investments. SFAS 134 is effective for the first fiscal quarter beginning after December 15, 1998, with early application encouraged. The Company has not yet determined whether the adoption of SFAS 134 will have a material impact on its financial condition. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not required. 18 PART II ITEM 1. LEGAL PROCEEDINGS At September 30, 1998, there were no pending legal proceedings to which the Company was a party or of which any of its property was subject. ITEM 2. CHANGES IN SECURITIES Not applicable. ITEM 3. DEFAULTS UNDER SENIOR SECURITIES Not applicable. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS (a) The Annual Meeting of Shareholders of the Company was held on September 17, 1998. (b) The following matters were voted on at the Annual Meeting:
VOTES ------------------------------ FOR WITHHELD EXEMPTIONS ---------- -------- ---------- 1.Election of Directors Steven M. Abreu............................ 17,378,536 500 200 Leonard Auerbach........................... 17,378,736 500 Mark L. Korell............................. 17,378,736 500 Mark E. Lachtman........................... 17,378,736 500 Gilbert J. MacQuarrie...................... 17,378,536 500 200 Peter T. Paul.............................. 17,378,736 500 Becky S. Poisson........................... 17,378,536 500 200 VOTES ------------------------------ FOR AGAINST ABSTAIN ---------- -------- ---------- 2. Ratification of KPMG Peat Marwick L.L.P. as the Company's independent public accountants for the fiscal year ending December 31, 1998........ 17,375,186 3,976 74
ITEM 5. OTHER INFORMATION None. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits filed with this report are as follows: 27.1 Financial data schedule (b) The Company filed the following report on Form 8-K during the quarter ended September 30, 1998: None 19 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. HEADLANDS MORTGAGE COMPANY Date: November 13, 1998 By: /s/ Gilbert J. MacQuarrie _______________________________ Gilbert J. MacQuarrie Executive Vice President and CFO (SIGNING IN THE CAPACITY OF (i) DULY AUTHORIZED OFFICER OF THE REGISTRANT AND (ii) PRINCIPAL FINANCIAL OFFICER OF THE REGISTRANT) 20 EX-27 2 FINANCIAL DATA SCHEDULE
9 9-MOS YEAR DEC-31-1998 DEC-31-1997 JAN-01-1998 JAN-01-1997 SEP-30-1998 DEC-31-1997 6,442,955 4,322,701 0 0 0 0 22,379,515 16,288,058 862,693,255 651,080,189 0 0 0 0 0 0 0 0 961,739,481 737,805,202 594,158 426,150 0 0 824,451,584 661,603,962 14,496,469 11,337,710 0 0 0 0 92,153,243 1,000 29,600,566 66,411,654 961,739,481 737,805,202 0 0 0 0 0 0 0 0 0 0 0 0 18,377,574 12,524,096 4,473,835 3,587,806 0 0 0 0 46,093,392 38,622,337 0 0 0 0 0 0 6,292,181 37,268,413 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
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