-----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, QBxnR/OIMnBCPuHmYE7Hf8Z6wO5NA9tqR4YwusV4H9KscaWZc0erS5N1Zk0vWoz0 m3x9RhTEhR9yLGzdNiGi7w== 0000950134-99-001646.txt : 19990316 0000950134-99-001646.hdr.sgml : 19990316 ACCESSION NUMBER: 0000950134-99-001646 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19981231 ITEM INFORMATION: FILED AS OF DATE: 19990315 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAPSTEAD MORTGAGE CORP CENTRAL INDEX KEY: 0000766701 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 752027937 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 001-08896 FILM NUMBER: 99564799 BUSINESS ADDRESS: STREET 1: 2711 NORTH HASKELL AVE STREET 2: STE 900 CITY: DALLAS STATE: TX ZIP: 75204 BUSINESS PHONE: 2148742323 MAIL ADDRESS: STREET 1: 2711 NORTH HASKELL AVENUE STREET 2: STE 900 CITY: DALLAS STATE: TX ZIP: 75204 FORMER COMPANY: FORMER CONFORMED NAME: LOMAS MORTGAGE CORP DATE OF NAME CHANGE: 19891105 8-K/A 1 AMENDMENT NO. 1 TO FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------- FORM 8-K AMENDMENT NO. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: DECEMBER 31, 1998 ----------------- (Date of Earliest Event Reported) CAPSTEAD MORTGAGE CORPORATION ------------------------------------------------------ (Exact Name of Registrant as Specified in its Charter) MARYLAND 1-8896 75-2027937 (State of Incorporation) (Commission File No.) (I.R.S. Employer Identification No.) 2711 NORTH HASKELL AVENUE SUITE 900 DALLAS, TEXAS 75204 -------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, Including Area Code: (214) 874-2323 -------------- 2 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS UNAUDITED PRO FORMA FINANCIAL DATA The following unaudited pro forma condensed statement of operations is presented as if Capstead Mortgage Corporation's (the "Company") subsidiary Capstead Inc. had sold its mortgage banking operations (the "Sale") on January 1, 1998. The unaudited pro forma condensed operating statement is based on certain assumptions and adjustments described in the notes to the unaudited pro forma financial data included in this filing and should be read in conjunction therewith. The unaudited pro forma condensed operating statement does not give effect to (i) the redeployment of proceeds from the Sale into mortgage securities or other suitable investments, (ii) the effect of repurchasing shares of common and preferred stock, if any, under the limited share repurchase program announced February 4, 1999, or (iii) certain cost savings the Company believes it will realize given its reduced employee base and overhead after the Sale. THE UNAUDITED PRO FORMA FINANCIAL DATA DOES NOT PURPORT TO PRESENT THE RESULTS OF OPERATIONS OF THE COMPANY HAD THE TRANSACTIONS AND EVENTS ASSUMED THEREIN OCCURRED ON THE DATE SPECIFIED, NOR ARE THEY NECESSARILY INDICATIVE OF THE RESULTS OF OPERATIONS THAT MAY BE ACHIEVED BY THE COMPANY IN THE FUTURE. UNAUDITED PRO FORMA CONDENSED STATEMENT OF OPERATIONS CAPSTEAD MORTGAGE CORPORATION AND SUBSIDIARIES FOR THE YEAR ENDED DECEMBER 31, 1998 (IN THOUSANDS, EXCEPT PER SHARE DATA)
YEAR ENDED SALE DECEMBER 31, 1998 ADJUSTMENTS PRO FORMA ----------------- ----------- --------- Interest income $ 667,198 $ -- $ 667,198 Interest and related expense (659,575) 26,500(a) (633,075) --------- --------- --------- Net margin on mortgage assets and other investments 7,623 26,500 34,123 Net margin on mortgage banking operations 11,821 (11,821)(b) -- Other operating revenue (expense): Gain (loss) on sale of mortgage assets and related derivative financial instruments (245,261) -- (245,261) Impairment on CMO investments (4,051) -- (4,051) CMO administration and other 4,598 -- 4,598 Other operating expense (9,494) 1,900(c) (7,594) --------- --------- --------- Pro forma net loss $(234,764) $ 16,579 $(218,185) ========= ========= ========= Pro forma net loss per common share: Basic $ (4.22) $ (3.95) Diluted (4.22) (3.95)
3 NOTES TO UNAUDITED PRO FORMA CONDENSED FINANCIAL DATA (a) Represents interest expense savings assuming the proceeds of the sale of mortgage servicing rights and the mortgage banking operations are employed to reduce short-term indebtedness on the Company's mortgage asset portfolios at the Company's average effective borrowing rate for 1998 of 5.55%. (b) Eliminates results of mortgage banking operations including the $2.9 million gain on the Sale to reflect the Sale as having occurred as of the beginning of the period presented. (c) Represents other operating expenses indirectly associated with the mortgage banking operations. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized. CAPSTEAD MORTGAGE CORPORATION March 12, 1999 By: /s/ Phillip A. Reinsch --------------------------------------------------- Phillp A. Reinsch - Senior Vice President - Control -----END PRIVACY-ENHANCED MESSAGE-----