Form 8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K/A

(Amendment No. 1)

 

CURRENT REPORT

 

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

 

 

 

 

Date of Report (Date of earliest event reported)    

   August 25, 2004

 

 

 

Impac Mortgage Holdings, Inc.
(Exact name of registrant as specified in its charter)

 

 

Maryland   1-14100   33-0675505

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

 

1401 Dove Street, Newport Beach, California   92660
(Address of principal executive offices)   (Zip Code)

 

 

Registrant’s telephone number, including area code       (949) 475-3600

 

 

 

 
(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Explanatory Note

 

This Amendment No. 1 to Form 8-K/A is being filed to report the information below under Item 4.02(a). This information was previously reported on Form 8-K and filed with the Securities and Exchange Commission on August 30, 2004,

 

Item 4.02(a) Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

 

This Form 8-K is being filed to report corrections as a result of a clerical error on the number of outstanding shares for the calculation of Basic and Diluted Earnings per Share to the Form 10-Q for the period ended June 30, 2004 for Impac Mortgage Holdings, Inc. (the “Company”). On August 25, 2004, the Company concluded that the Basic and Diluted Earnings per Share amounts for the six months ended June 30, 2004 were incorrect and should no longer be relied upon. Authorized officers of the Company discussed this matter with the Company’s independent auditors.

 

All references in the Company’s June 30, 2004 Form 10-Q to basic net earnings per share for the six months ended June 30, 2004 should be $2.44 and diluted net earnings per share for the six months ended June 30, 2004 should be $2.40. Also, there were 70,605,694 shares of common stock outstanding as of August 12, 2004. The Company plans to file an amendment to its June 30, 2004 10-Q as soon as reasonably practical.

 

The reported and corrected amounts for the basic and diluted net earnings per share in the Company’s Consolidated Statements of Operations and the basic weighted average number of common shares outstanding and diluted weighted average common and common equivalent shares under “Note B – Net Earnings per Share” of the Notes to Consolidated Financial Statements for the six months ended June 30, 2004 are as follows:

 

     For the Six Months Ended June 30, 2004
  
    

(in thousands, except earnings per share data)

(unaudited)

  
     As Reported
     As Corrected
  

Numerator for earnings per share

                 

Net Earnings

    $ 152,586     $ 152,586  

Less: Cash Dividends on cumulative redeemable preferred stock

      (443 )     (443 )
    
 

Net earnings available to common stockholders

    $ 152,143     $ 152,143  
    
 

Denominator for earnings per share:

                 

Basic weighted average number of common shares outstanding

      66,021       62,284  

Net effect of dilutive stock options

      1,086       1,086  
    
 

Diluted weighted average common and common equivalent shares

      67,107       63,370  
    
 

NET EARNINGS PER SHARE:

                 

Basic

    $ 2.30     $ 2.44  
    
 

Diluted

    $ 2.27     $ 2.40  
    
 

 

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Furthermore, the reported and corrected amounts in the column for the six months ended June 30, 2004 in the table located in “Note H – Stock Options” of the Notes to Consolidated Financial Statements is as follows:

 

    

For the Six Months

Ended June 30, 2004

  
     (in thousands, except earnings per share data)
(unaudited)		  
     As Reported
     As Corrected
  

Net earnings available to common stockholders

    $ 152,143     $ 152,143  

Less: Total stock-based employee compensation expense using the fair value method

      (579 )     (579 )
    
 

Pro forma net earnings

    $ 151,564     $ 151,564  
    
 

Net earnings per share as reported:

                 

Basic

    $ 2.30     $ 2.44  
    
 

Diluted

    $ 2.27     $ 2.40  
    
 

Pro forma net earnings:

                 

Basic

    $ 2.30     $ 2.43  
    
 

Diluted

    $ 2.26     $ 2.39  
    
 

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

   

IMPAC MORTGAGE HOLDINGS, INC.

Date: October 13, 2004        
   

By:

  

/s/ Richard J. Johnson

   

Name:

  

Richard J. Johnson

   

Title:

  

Executive Vice President

       

and Chief Financial Officer

 

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