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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: MARCH 11, 2005
FLAGSTAR BANCORP, INC.
(Exact name of registrant as specified in its charter)
MICHIGAN 1-16557 38-3150651
(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation) Number) Identification No.)
5151 CORPORATE DRIVE, TROY, MICHIGAN 48098
(Address of principal executive offices) (Zip Code)
(248) 312-2000
(Registrant's telephone number, including area code)
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:
| | 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))
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ITEM 4.02 NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED
AUDIT REPORT OR COMPLETED INTERIM REVIEW
Flagstar Bancorp, Inc. (the "Company") announced that its management and Audit
Committee concluded today that the Company's previously filed financial
statements for the fourth quarter of 2004 and the year ended December 31, 2004
should no longer be relied upon. The financial statements for the fourth quarter
of 2004 will be revised to reflect a $0.04 per diluted share reduction to its
fourth quarter 2004 earnings to defer a gain previously recognized in December
2004 from an interest rate hedging position that it had terminated. The gain
will instead be recorded in 2005 and 2006.
Its management and Audit Committee also concluded today that the Company's
previously filed financial statements for the periods preceding 2002 should no
longer be relied upon because of an unrelated adjustment to the Company's
retained earnings in its statement of financial condition to be contained in its
2004 Form 10-K filing. The purpose of the adjustment is to correct a cumulative
overstatement of accrued interest receivable. This adjustment will not affect
the Company's 2004 earnings or its historic cash flow or have any effect on its
compliance with bank regulatory capital requirements, and no net earnings
adjustments will be required in the 2002-2004 period.
Today, the Company's Audit Committee discussed each of these matters with
management and Grant Thornton LLP, the Company's independent registered public
accounting firm. Grant Thornton has advised the Audit Committee that it concurs
with the Company's conclusions presented herein.
Hedge Position. The effect of the change arising from the termination of the
hedge position in December 2004 is a reduction in 2004 earnings of $0.04 per
diluted share, to $2.24 per diluted share (compared to previously announced
unaudited 2004 earnings of $2.28 per diluted share), and a corresponding
increase of approximately $0.02 per diluted share to be recognized in 2005 and
$0.02 in 2006. These per share increase estimates for 2005 and 2006 assume no
changes from 2004 in the weighted average number of shares outstanding or the
tax rate. The resulting change applies to the unaudited financial results for
2004 that have been reported by the Company, and does not apply to any
previously issued audited financial statements.
The Company uses interest rate swap agreements and other instruments as hedges
to protect itself from changes in interest rates. As its risk exposure changes,
the Company will increase or decrease its holdings of these types of agreements.
These agreements were utilized as a hedge for certain forecasted transactions.
Under Statement of Financial Accounting Standards No. 133 ("SFAS 133"),
"Accounting for Derivative Instruments and Hedging Activities," which
establishes accounting and reporting standards for derivative instruments and
hedging activities, when terminating a derivative used to hedge a forecast
transaction, amounts that are accumulated in other comprehensive income may only
be recognized in earnings when it is probable that the forecasted transaction
will not occur. The gains that are deferred will remain in other comprehensive
income until earnings are impacted by the forecast transactions during 2005 and
2006. The adjustment to 2004 earnings reflects that the hedged forecast
transactions remained, so the cash gain created by the elimination of the hedge
could not be recognized in current earnings. The after-tax cash gain will be
recognized as an adjustment to equity as an addition to Other Comprehensive
Income.
Accrued Interest Receivable. During a review of its internal controls relating
to accrued interest, the Company identified, in the 2004 fourth quarter, that
its accounting methodology was inadequate and resulted in the overstatement of
interest accrued on its $10.2 billion portfolio of mortgage loans, with a
corresponding overstatement of interest income. The cumulative impact, as of
December 31, 2004, is a $16.9 million overstatement of accrued interest, which
resulted in a $5.9 million overstatement of deferred income tax liability and an
$11.0 million overstatement of retained earnings. The Company determined that
there were no net earnings adjustments required in the 2002 - 2004 period.
To properly correct the cumulative adjustment from the years prior to 2002, the
Company has made a cumulative adjustment to its retained earnings in its
statements of financial condition to be contained in its 2004 Form 10-K filing.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) The following exhibit is being furnished herewith:
Exhibit No. Exhibit Description
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99.1 Press release text of Flagstar Bancorp, Inc. dated March 11, 2005.
SIGNATURE
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.
FLAGSTAR BANCORP, INC.
Dated: March 11, 2005 By: /s/ Michael W. Carrie
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Michael W. Carrie
Executive Director, Chief Financial
Officer, and Treasurer
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press release text of Flagstar Bancorp, Inc. dated March 11, 2005.