-----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, S68q/gFb7xxccIxWft08qKMmiP3j9TXcgspBdpzqUU5RDpXOCZtkEiw6I5QeOc3o YKtdL1n00V76wSgLJZv0xw== 0000950134-00-002586.txt : 20000411 0000950134-00-002586.hdr.sgml : 20000411 ACCESSION NUMBER: 0000950134-00-002586 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000329 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAPSTEAD SECURITIES CORPORATION IV CENTRAL INDEX KEY: 0000878517 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 752390594 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 000-19477 FILM NUMBER: 582072 BUSINESS ADDRESS: STREET 1: 8401 NORTH CENTRAL EXPRESSWAY STREET 2: SUITE 800 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-874-2323 MAIL ADDRESS: STREET 1: 8401 NORTH CENTRAL EXPRESSWAY STREET 2: SUITE 800 CITY: DALLAS STATE: TX ZIP: 75225-4410 10-K 1 FORM 10-K FOR FISCAL YEAR END DECEMBER 31, 1999 1 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES --- EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED: DECEMBER 31, 1999 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES --- EXCHANGE ACT OF 1934 OR THE TRANSITION PERIOD FROM ____________ TO ______________ COMMISSION FILE NUMBER: 33-42337 CAPSTEAD SECURITIES CORPORATION IV (Exact name of Registrant as specified in its Charter) DELAWARE 75-2390594 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 8401 N CENTRAL EXPRESSWAY, SUITE 800, DALLAS, TX 75225 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (214) 874-2323 Securities registered pursuant to Section 12(b) of the Act: None. Securities registered pursuant to Section 12(g) of the Act: None. 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 --- --- INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM 405 REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO THE BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION STATEMENTS INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY AMENDMENT TO THIS FORM 10-K [ ] AT MARCH 23, 2000 THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NONAFFILIATES WAS: NOT APPLICABLE. THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION J (1)(a) AND (b) OF FORM 10-K AND IS, THEREFORE, FILING THIS FORM WITH REDUCED DISCLOSURE FORMAT. NUMBER OF SHARES OF COMMON STOCK OUTSTANDING AT MARCH 23, 2000: 1,000 DOCUMENTS INCORPORATED BY REFERENCE: NONE. ================================================================================ 2 CAPSTEAD SECURITIES CORPORATION IV 1999 FORM 10-K ANNUAL REPORT TABLE OF CONTENTS
PAGE ---- PART I ITEM 1. BUSINESS......................................................... 1 ITEM 2. PROPERTIES....................................................... 2 ITEM 3. LEGAL PROCEEDINGS................................................ 2 PART II ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS............................... 3 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS................. 3 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK............................................. 5 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA...................... 5 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE........................... 16 PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K........................................... 17
3 PART I ITEM 1. BUSINESS. ORGANIZATION Capstead Securities Corporation IV (the "Company") was incorporated in Delaware on August 16, 1991 as a special-purpose finance corporation and is a wholly-owned subsidiary of Capstead Mortgage Corporation ("CMC"). CMC is a publicly owned real estate investment trust that, until late 1995, operated a mortgage conduit, purchasing and securitizing single-family residential mortgage loans. The Company is managed by CMC (the "Manager"). The Company believes it has qualified as a REIT subsidiary of CMC under the Internal Revenue Code of 1986 (the "Code"); therefore, for federal income tax purposes it is combined with CMC. Under applicable sections of the Code, REITs are required to distribute annually to stockholders at least 95% of their taxable income. It is the Company's and CMC's policy to distribute 100% of combined taxable income. The Company was formed primarily for the purpose of issuing and selling collateralized mortgage obligations ("CMOs"), collateralized by mortgage-backed, pass-through certificates ("Certificates") which evidence an interest in a pool of mortgage loans secured by single-family residences. The Certificates pledged as collateral for the CMOs are either contributed by CMC or purchased from third parties and are either Ginnie Mae Certificates, Fannie Mae Certificates, Federal Home Loan Mortgage Corporation Certificates or mortgage pass-through ("Non-Agency") Certificates. On August 21, 1991 the Securities and Exchange Commission declared effective a registration statement filed by the Company covering the offering of a maximum of $5 billion aggregate principal amount of CMOs. As of December 31, 1999, the Company has issued 19 series of CMOs with an aggregate original principal balance of $4,572,644,000. SPECIAL-PURPOSE FINANCE CORPORATION The Company has not engaged, and will not engage in any business or investment activities other than (i) issuing and selling CMOs and receiving, owning, holding and pledging as collateral the related Certificates; (ii) investing cash balances on an interim basis in high quality short-term securities; and (iii) engaging in other activities which are necessary or expedient to accomplish the foregoing and are incidental thereto. COMPETITION In issuing CMOs, the Company competes with other issuers of these securities and the securities themselves compete with other investment opportunities available to prospective purchasers. EMPLOYEES At December 31, 1999 the Company had no employees. The Manager provides all executive and administrative personnel required by the Company. -1- 4 MANAGEMENT AGREEMENT Pursuant to a Management Agreement, the Manager advises the Company with respect to its investments and administers the day-to-day operations of the Company. The Management Agreement is nonassignable except by consent of the Company and the Manager. The Management Agreement may be terminated without cause at any time upon 90 days written notice. In addition, the Company has the right to terminate the Management Agreement upon the happening of certain specified events, including a breach by the Manager of any provision contained in the Management Agreement which remains uncured for 30 days after notice of such breach and the bankruptcy or insolvency of the Manager. The Manager is at all times subject to the supervision of the Company's Board of Directors and has only such functions and authority as the Company delegates to it. The Manager is responsible for the day-to-day operations of the Company and performs such services and activities relating to the assets and operations of the Company as may be appropriate. The Manager receives an annual basic management fee of $10,000 per year for managing the assets pledged to secure Bonds issued by the Company. The Manager is required to pay employment expenses of its personnel (including salaries, wages, payroll taxes, insurance, fidelity bonds, temporary help and cost of employee benefit plans), and other office expenses, travel and other expenses of directors, officers and employees of the Manager, accounting fees and expenses incurred in supervising and monitoring the Company's investments. The Company is required to pay all other expenses of operation (as defined in the Management Agreement). SERVICING AND ADMINISTRATION The originators of mortgage loans backing Non-Agency Certificates may elect, if they meet the Company's criteria for servicers, either to service the loans they sell or to sell the loans with no agreement with respect to servicing. The Company enters into servicing agreements with each servicer. As compensation for its services under a servicing agreement, the servicers retain a servicing fee, payable monthly, generally 1/4 of 1% of the outstanding principal balance of each mortgage loan serviced as of the last day of each month. CMC does not currently service mortgage loans with respect to CMOs issued by the Company. In addition, CMC is the administrator with respect to the Non-Agency Certificates collateralizing Series 1998-3 and related CMOs. During 1999 CMC retained fees for administering these Non-Agency Certificates and related CMOs of $34,000. ITEM 2. PROPERTIES. The Company's operations are conducted primarily in Dallas, Texas on properties leased by CMC. ITEM 3. LEGAL PROCEEDINGS. As of the date hereof, there are no material legal proceedings outside the normal course of business to which the Company was a party or of which any of its property was the subject. -2- 5 PART II ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS. All of the Company's common stock is owned by CMC. Accordingly, there is no public trading market for its common stock. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. 1999 COMPARED TO 1998 Residual investments in CMOs (represented by the difference between the carrying value of mortgage securities collateral and collateralized mortgage securities on the balance sheet; also referred to as "CMO Investments") produced an operating loss of $172,000 in 1999 compared to an operating loss of $467,000 in 1998. Operating results produced by CMO Investments is represented by the difference between interest income on mortgage securities collateral and interest expense and professional fees on collateralized mortgage securities and mortgage pool insurance expense on mortgage securities collateral. The Company elected Real Estate Mortgage Investment Conduit ("REMIC") status for tax purposes on the issuance of CMO Series 1998-3. This issuance was accounted for as a financing because an affiliate of the Company retained an investment in this CMO. As a financing, CMO collateral and Bonds are reflected on the balance sheet; however, because the Company did not retain any investment in this CMO, no economic benefit was or will be received and thus no net income or loss was or will be recognized related to this CMO other than amortization of unreimbursed bond issuance costs. Operating results from CMO Investments improved due primarily to lower prepayments in 1999 than in 1998, which caused collateral and bond premiums and discounts to be amortized at a slower rate in 1999 than in 1998. Run-off rates were 35% and 49% for the year ended December 31, 1999 and 1998, respectively. Excluding the effects of CMO Series 1998-III, issued September 28, 1998, amortization of collateral and bond premiums and discounts resulted in a net expense of $691,000 and $1.4 million during 1999 and 1998, respectively. In addition, results also improved as several CMOs with relatively low net interest margins were redeemed during 1999. Refer to the increase in the net margin as shown in the table below. The following table presents the weighted average yields for the periods shown:
YEAR ENDED DECEMBER 31 ---------------------- 1999 1998 ---- ---- Mortgage securities collateral 6.49% 7.99% Collateralized mortgage securities 6.20 7.93 ---- ---- Net interest spread 0.29% 0.06% ==== ====
Although net interest spreads can fluctuate depending on the timing of the payoff of collateral and bonds with differing amounts of purchase premium and bond discounts, the tendency is for CMO net interest spreads to decline as lower-yielding, shorter-term CMO bonds are paid off prior to longer-term bonds with relatively higher interest rates. -3- 6 During 1999 the Company redeemed the remaining outstanding bonds of six CMOs (Series 1992-I, 1992-II, 1992-IV, 1992-XII, 1992-XIII and 1992-XV) totaling $162,027,000 pursuant to clean-up calls, and sold the related released collateral of $141,224,000 for gains totaling $3,317,000 offset somewhat by losses on redeeming the remaining CMO bonds of $872,000. 1998 COMPARED TO 1997 Residual investments in collateralized mortgage obligations (represented by the difference between the carrying value of mortgage securities collateral and collateralized mortgage securities on the balance sheet; also referred to as "CMO Investments") recorded a net operating loss of $467,000 in 1998 compared to net operating income of $1,150,000 in 1997. Operating results produced by CMO Investments is represented by the difference between interest income on mortgage securities collateral and interest expense and professional fees on collateralized mortgage securities and mortgage pool insurance expense on mortgage securities collateral. Operating results from CMO Investments declined due primarily to a 31% decline in the average holdings of mortgage securities collateral during 1998 compared to 1997. Average holdings of mortgage securities collateral were $427 million during 1998 compared to $619 million during 1997. The decrease in average holdings was the result of runoff (prepayments and scheduled payments) and the redemptions of three CMOs during 1998. The runoff rate was 49% during 1998 compared to 19% during 1997. As a result of lower outstanding balances, income earned from the net interest spread was lower during 1998. In addition, prepayments were higher in 1998 than in 1997, which caused collateral and bond premiums and discounts to be amortized at a faster rate in 1998 than in 1997. Excluding the effects of CMO Series 1998-III, issued September 28, 1998, amortization of collateral and bond premiums and discounts resulted in a net expense of $1.4 million and $732,000 during 1998 and 1997, respectively. The following table presents the weighted average yields for the periods shown:
YEAR ENDED DECEMBER 31 ---------------------- 1998 1997 ---- ---- Mortgage securities collateral 7.99% 8.47% Collateralized mortgage securities 7.93 8.17 ---- ---- Net interest spread 0.06% 0.30% ==== ====
Although net interest spreads can fluctuate depending on the timing of the payoff of collateral and bonds with differing amounts of purchase premium and bond discounts, the tendency is for CMO net interest spreads to decline as lower-yielding, shorter-term CMO bonds are paid off prior to longer-term bonds with relatively higher interest rates. Additionally, three CMOs were redeemed during 1998. These CMOs had collateral yielding between 8.96% and 9.23% at the time of redemption, which contributed to the decline in average collateral yields. During 1998 the Company redeemed the remaining outstanding bonds of Series 1991-VII, 1992-V and 1992-VII totaling $89,570,000 and sold the related released collateral of $84,328,000 for gains totaling $2,888,000. -4- 7 LIQUIDITY AND CAPITAL RESOURCES The Company's primary sources of funds are the receipt of excess cash flows on CMO Investments (primarily the excess of principal and interest earned on the mortgage securities collateral including reinvestment proceeds over the principal and interest payable on the CMOs), proceeds from additional CMO issuances and occasionally proceeds from the sale of collateral released from the related CMOs. During 1999 the Company redeemed the remaining outstanding bonds of six CMOs (Series 1992-I, 1992-II, 1992-IV, 1992-XII, 1992-XIII and 1992-XV) totaling $162,027,000 pursuant to clean-up calls, and sold the related released collateral of $141,224,000 for gains totaling $3,317,000. The Company has only two remaining series of CMOs outstanding as of December 31, 1999, neither of which is expected to be called until 2001. Net income and excess cash flows from CMO Investments have allowed dividends of $1,969,000 and $2,777,000 during 1999 and 1998, respectively, and the return of $4,338,000 and $3,960,000 of capital during 1999 and 1998, respectively. The Company continues to qualify as a real estate investment trust subsidiary. IMPACT OF YEAR 2000 The Manager took the necessary steps to ensure that its software systems and applications would not fail or create erroneous results by or at December 31, 1999 ("Year 2000 compliant"). The Manager also took steps to ensure that the vendors it utilizes and institutions that it interfaces with had also taken the necessary steps to become Year 2000 compliant. The Company experienced no material instances of Year 2000 compliance failures. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Company only has one remaining non-REMIC CMO outstanding at December 31, 1999 with related mortgage securities collateral of $30.8 million that supports bonds of $30.1 million resulting in a retained CMO residual of $699,000 (CMO Series 1993-1). The Company has exposure to interest rate risk related to this CMO residual. If mortgage interest rates rise from current levels, mortgage prepayments on the collateral are expected to decline allowing the Company to earn the net interest spread and to amortize related collateral premiums and bond discounts for a longer period of time. Conversely, if mortgage rates decline, prepayments will likely increase and the period of time that a net interest spread can be earned and related collateral premiums and bond discounts can be amortized over will be shorter. If mortgage rates were to be 100 basis points higher or lower in 2000, operating results of this residual can be expected to increase by $9,000 or decrease by $49,000, respectively. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. -5- 8 REPORT OF INDEPENDENT AUDITORS Stockholder and Board of Directors Capstead Securities Corporation IV We have audited the accompanying balance sheet of Capstead Securities Corporation IV (a wholly-owned subsidiary of Capstead Mortgage Corporation) as of December 31, 1999 and 1998, and the related statements of operations, stockholder's equity, and cash flows for each of the three years in the period ended December 31, 1999. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Capstead Securities Corporation IV at December 31, 1999 and 1998, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 1999, in conformity with accounting principles generally accepted in the United States. ERNST & YOUNG LLP Dallas, Texas January 27, 2000 -6- 9 CAPSTEAD SECURITIES CORPORATION IV BALANCE SHEET (IN THOUSANDS, EXCEPT PER SHARE DATA)
DECEMBER 31 ------------------------ 1999 1998 --------- --------- ASSETS Mortgage securities collateral $ 193,490 $ 532,805 Cash and cash equivalents 25 325 Other assets 9 779 --------- --------- $ 193,524 $ 533,909 ========= ========= LIABILITIES Collateralized mortgage securities $ 191,601 $ 524,321 Accrued expenses 60 50 --------- --------- 191,661 524,371 --------- --------- STOCKHOLDER'S EQUITY Common stock - $1.00 par value, 1 shares authorized, issued and outstanding 1 1 Paid-in capital 691 5,029 Undistributed loss (14) (327) Accumulated other comprehensive income 1,185 4,835 --------- --------- 1,863 9,538 --------- --------- $ 193,524 $ 533,909 ========= =========
See accompanying notes to financial statements. -7- 10 CAPSTEAD SECURITIES CORPORATION IV STATEMENT OF OPERATIONS (IN THOUSANDS)
YEAR ENDED DECEMBER 31 ------------------------------- 1999 1998 1997 -------- -------- -------- Interest income: Mortgage securities collateral $ 19,637 $ 34,115 $ 52,411 Receivable from Parent 19 39 71 -------- -------- -------- Total interest income 19,656 34,154 52,482 Interest expense on collateralized mortgage securities 18,862 33,270 49,544 -------- -------- -------- Net interest income 794 884 2,938 -------- -------- -------- Other revenue: Gain on sale of released mortgage securities collateral 3,317 2,888 3,386 Loss on redemption of collateralized mortgage securities (872) -- -- -------- -------- -------- Total other revenue 2,445 2,888 3,386 Other expenses: Management fees 10 10 10 Professional fees and other 45 75 104 Pool insurance 902 1,237 1,613 -------- -------- -------- Total other expenses 957 1,322 1,727 -------- -------- -------- Net income 2,282 2,450 4,597 Other comprehensive income (loss) (3,650) 4,835 (2,646) -------- -------- -------- Comprehensive income (loss) $ (1,368) $ 7,285 $ 1,951 ======== ======== ========
See accompanying notes to financial statements. -8- 11 CAPSTEAD SECURITIES CORPORATION IV STATEMENT OF STOCKHOLDER'S EQUITY THREE YEARS ENDED DECEMBER 31, 1999 (IN THOUSANDS)
ACCUMULATED COMMON STOCK OTHER --------------- PAID-IN UNDISTRIBUTED COMPREHENSIVE SHARES AMOUNT CAPITAL INCOME (LOSS) INCOME (LOSS) TOTAL -------- -------- -------- ------------- -------------- ------- Balance at January 1, 1997 1 $ 1 $ 17,713 $ (3,041) $ 2,646 $ 17,319 Capital distribution -- -- (8,724) -- -- (8,724) Other comprehensive income (loss): Change in unrealized loss on debt securities, net of reclassification amount -- -- -- -- (2,646) (2,646) Net income -- -- -- 4,597 -- 4,597 Dividends paid -- -- -- (1,556) -- (1,556) -------- -------- -------- -------- -------- -------- Balance at December 31, 1997 1 1 8,989 -- -- 8,990 Capital distribution -- -- (3,960) -- -- (3,960) Other comprehensive income (loss): Change in unrealized gain on debt securities, net of reclassification amount -- -- -- -- 4,835 4,835 Net income -- -- -- 2,450 -- 2,450 Dividends paid -- -- -- (2,777) -- (2,777) -------- -------- -------- -------- -------- -------- Balance at December 31, 1998 1 1 5,029 (327) 4,835 9,538 Capital distribution -- -- (4,338) -- -- (4,338) Other comprehensive income (loss): Change in unrealized gain on debt securities, net of reclassification amount -- -- -- -- (3,650) (3,650) Net income -- -- -- 2,282 -- 2,282 Dividends paid -- -- -- (1,969) -- (1,969) -------- -------- -------- -------- -------- -------- Balance at December 31, 1999 1 $ 1 $ 691 $ (14) $ 1,185 $ 1,863 ======== ======== ======== ======== ======== ========
See accompanying notes to financial statements. -9- 12 CAPSTEAD SECURITIES CORPORATION IV STATEMENT OF CASH FLOWS (IN THOUSANDS)
YEAR ENDED DECEMBER 31 ----------------------------------- 1999 1998 1997 --------- --------- --------- OPERATING ACTIVITIES: Net income $ 2,282 $ 2,450 $ 4,597 Noncash item - amortization of discount and premium (213) 1,120 772 Net change in other assets and accrued expenses 780 740 995 Gain on sale of released mortgage securities collateral (3,317) (2,888) (3,386) Loss on redemption of collateralized mortgage securities 872 -- -- --------- --------- --------- Net cash provided by operating activities 404 1,422 2,978 --------- --------- --------- INVESTING ACTIVITIES: Mortgage securities collateral: Purchases of collateral -- (353,442) -- Principal collections on collateral 175,216 233,308 138,618 Decrease (increase) in accrued interest receivable 2,195 (6) 1,911 Decrease (increase) in short-term investments 13,895 278 (4,502) Sale of released mortgage securities collateral 144,541 87,216 137,725 --------- --------- --------- Net cash provided (used) by investing activities 335,847 (32,646) 273,752 --------- --------- --------- FINANCING ACTIVITIES: Collateralized mortgage securities: Issuance of securities -- 355,568 -- Principal payments on securities (327,918) (314,201) (266,508) Decrease in accrued interest payable (2,326) (3,089) (2,609) Capital distributions (4,338) (3,960) (8,724) Dividends paid (1,969) (2,777) (1,556) --------- --------- --------- Net cash provided (used) by financing activities (336,551) 31,541 (279,397) --------- --------- --------- Net change in cash and cash equivalents (300) 317 (2,667) Cash and cash equivalents at beginning of year 325 8 2,675 --------- --------- --------- Cash and cash equivalents at end of year $ 25 $ 325 $ 8 ========= ========= =========
See accompanying notes to financial statements. -10- 13 NOTES TO FINANCIAL STATEMENTS CAPSTEAD SECURITIES CORPORATION IV DECEMBER 31, 1999 NOTE A -- BASIS OF PRESENTATION Capstead Securities Corporation IV (the "Company"), was incorporated in Delaware on August 16, 1991 as a special-purpose finance corporation primarily to issue bonds collateralized by whole loans or mortgage-backed securities. The Company is a wholly-owned subsidiary of Capstead Mortgage Corporation ("CMC"), which commenced operations with the issuance of its first collateralized mortgage obligation ("CMO") on December 23, 1991. NOTE B -- ACCOUNTING POLICIES USE OF ESTIMATES The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. The amortization of premiums and discounts on mortgage securities collateral and collateralized mortgage securities is based on expectations of future movements in interest rates and how resulting rates will impact prepayments on underlying mortgage loans. It is possible that prepayments could rise to levels that would adversely affect profitability if such levels are sustained for more than a brief period of time. DEBT SECURITIES Mortgage securities collateral held in the form of mortgage-backed securities are debt securities. Management determines the appropriate classification of debt securities at the time of purchase or securitization and reevaluates such designation as of each balance sheet date. Debt securities are classified as held-to-maturity when the Company has the positive intent and ability to hold the securities to maturity. Held-to-maturity securities are stated at amortized cost. Debt securities not classified as held-to-maturity are classified as available-for-sale. Available-for-sale securities are stated at fair value with unrealized gains and losses, net of tax, reported as a separate component of stockholder's equity. Amortized cost is adjusted for amortization of premiums and discounts over the estimated life of the security using the interest method. Such amortization is included in related interest income. Mortgage securities collateral is subject to changes in value because of changes in interest rates and rates of prepayment, as well as failure of the mortgagor to perform under the mortgage agreement. The Company has limited its exposure to these risks by issuing collateralized mortgage securities, acquiring mortgage pool and special hazard insurance, and simultaneously selling collateral released from indentures upon redemption of the related bonds. -11- 14 ALLOWANCE FOR POSSIBLE LOSSES The Company provides for possible losses on its investments in amounts which it believes are adequate relative to the risk inherent in such investments. The Company does not provide for losses resulting from covered defaults on investments with mortgage pool insurance and special hazard insurance (see Note F). COLLATERALIZED MORTGAGE SECURITIES Collateralized mortgage securities are carried at their unpaid principal balances, net of unamortized discount or premium. Any discount or premium is recognized as an adjustment to interest expense by the interest method over the life of the related securities. INCOME TAXES The Company believes it has qualified as a real estate investment trust ("REIT") subsidiary of CMC under the Internal Revenue Code of 1986 (the "Code"), and for federal income tax purposes is combined with CMC. Under applicable sections of the Code, a REIT is required to meet certain asset, income and stock ownership requirements as well as distribute at least 95% of its taxable income, the distribution of which may extend into the subsequent taxable year. It is the Company's policy to distribute 100% of taxable income within the time limits prescribed by the Code. Accordingly, no provision has been made for federal income taxes. CASH AND CASH EQUIVALENTS Cash and cash equivalents include cash on hand and highly liquid investments with original maturities of three months or less. NOTE C -- MORTGAGE SECURITIES COLLATERAL Mortgage securities collateral consists of conventional single-family mortgage loans that are pledged to secure repayment of the collateralized mortgage securities. All principal and interest payments on the collateral are remitted directly to a collection account maintained by a trustee. The trustee is responsible for reinvesting those funds in short-term investments. All collections on the collateral and the reinvestment income earned thereon is available for payment of principal and interest on the collateralized mortgage securities. The components of mortgage securities collateral are summarized as follows (in thousands):
DECEMBER 31 ------------------- 1999 1998 -------- -------- Mortgage collateral $186,784 $503,184 Short-term investments 509 14,404 Accrued interest receivable 1,238 3,433 -------- -------- Total collateral 188,531 521,021 Unamortized premium 3,774 6,949 -------- -------- Net collateral $192,305 $527,970 ======== ========
-12- 15 The weighted average effective interest rate for mortgage securities collateral was 6.49% and 7.99% during 1999 and 1998, respectively. NOTE D -- COLLATERALIZED MORTGAGE SECURITIES Each series of collateralized mortgage securities consists of various classes, some of which may be deferred interest securities. Substantially all classes of bonds are at a fixed rate of interest. Interest is payable quarterly or monthly at specified rates for all classes other than the deferred interest securities. Generally, principal payments on each series are made to each class in the order of their stated maturities so that no payment of principal will be made on any class until all classes having an earlier stated maturity have been paid in full. Generally, payments of principal and interest on the deferred interest securities will commence only upon payment in full of all other classes. Prior to that time, interest accrues on the deferred interest securities and the amount accrued is added to the unpaid principal balance. The components of collateralized mortgage securities are summarized as follows (dollars in thousands):
DECEMBER 31 ----------------------------- 1999 1998 -------- -------- Collateralized mortgage securities $187,097 $515,015 Accrued interest payable 535 2,861 -------- -------- Total obligation 187,632 517,876 Unamortized premium 3,969 6,445 -------- -------- Net obligation $191,601 $524,321 ======== ======== Range of average interest rates 6.66% to 7.68% 5.22% to 8.75% Range of stated maturities 2023 to 2025 2007 to 2025 Number of series 2 8
The maturity of each series of securities is directly affected by the rate of principal prepayments on the related mortgage securities collateral. Each series of securities is also subject to redemption at the Company's option provided that certain requirements specified in the related indenture have been met (referred to as "clean-up calls"). As a result, the actual maturity of any series of securities is likely to occur earlier than its stated maturity. The weighted average effective interest rate for all collateralized mortgage securities was 6.20% and 7.93% during 1999 and 1998, respectively. Interest payments on collateralized mortgage securities of $20,406,000, $35,567,000, and $51,577,000 were made during 1999, 1998, and 1997, respectively. NOTE E -- DISCLOSURES REGARDING FAIR VALUES OF FINANCIAL INSTRUMENTS The estimated fair value of financial instruments have been determined by the Company using available market information and appropriate valuation methodologies; however, considerable judgment is required in interpreting market data to develop these estimates. In addition, fair values fluctuate on a daily basis. Accordingly, the estimates presented herein are not necessarily indicative of the amounts that the Company could realize in a current market exchange. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts. -13- 16 The carrying amount of cash and cash equivalents approximates fair value. The fair value of mortgage securities collateral was estimated using either quoted market prices, when available, including quotes made by CMC's lenders in connection with designating collateral for repurchase arrangements. The fair value of collateralized mortgage securities is dependent upon the characteristics of the mortgage securities collateral pledged to secure the issuance; therefore, fair value was based on the same method used for determining fair value for the underlying mortgage securities collateral, adjusted for credit enhancements. The following table summarizes the fair value of financial instruments (in thousands):
DECEMBER 31, 1999 DECEMBER 31, 1998 ------------------- ------------------- CARRYING FAIR CARRYING FAIR AMOUNT VALUE AMOUNT VALUE ASSETS Cash and cash equivalents $ 25 $ 25 $ 325 $ 325 Mortgage securities collateral 193,490 193,398 532,805 538,704 LIABILITIES Collateralized mortgage securities 191,601 181,022 524,321 509,658
The following table summarizes fair value disclosures for mortgage securities collateral held available-for-sale and held to maturity (in thousands):
GROSS GROSS UNREALIZED UNREALIZED FAIR COST GAINS LOSSES VALUE -------- ---------- ---------- -------- DECEMBER 31, 1999 Available-for-sale $161,456 $ 1,185 $ -- $162,641 Held-to-maturity 30,849 -- 91 30,758 DECEMBER 31, 1998 Available-for-sale $300,208 $ 4,835 $ -- $305,043 Held-to-maturity 227,762 5,985 86 233,661
Upon the Company's redemption of remaining bonds outstanding pursuant to clean-up calls, released CMO collateral may be sold. Such sales are deemed maturities under the provisions of SFAS 115. The following table summarizes disclosures related to the disposition of released CMO collateral held available-for-sale and held-to-maturity (in thousands):
COST BASIS GAINS ---------- ----- DECEMBER 31, 1999 Held-to-maturity $141,184 $ 3,317 DECEMBER 31, 1998 Held-to-maturity $ 83,534 $ 2,888 DECEMBER 31, 1997 Available-for-sale* $ 75,901 $ 1,466 Held-to-maturity 58,414 1,920
* Represents the reclassification amount included in other comprehensive income (loss) as a component of the change in unrealized gains (losses) on debt securities held available-for-sale. -14- 17 NOTE F -- ALLOWANCE FOR POSSIBLE LOSSES The Company has limited exposure to losses on mortgage loans. Losses due to typical mortgagor default or fraud or misrepresentation during origination of the mortgage loan are substantially reduced by the acquisition of mortgage pool insurance from AAA-rated mortgage pool insurers. The amount of coverage under any such mortgage pool insurance policy is the amount (typically 10% to 12% of the aggregate amount in such pool of mortgage loans), determined by one or more Rating Agencies, necessary to allow the securities such pools are pledged to secure to be rated AAA, when combined with homeowner equity or other insurance coverage. Certain other risks, however, are not covered by mortgage pool insurance. These risks include special hazards which are not covered by standard hazard insurance policies. Special hazards are typically catastrophic events that are unable to be predicted (e.g., earthquakes). The Company has limited its exposure to special hazard losses by acquiring special hazard insurance coverage from an insurer rated AAA. Because of its limited exposure to mortgage loan losses, the Company has determined that an allowance for losses is not warranted at December 31, 1999. Since approximately 74% of the Company's mortgage loans are secured by properties located in California, the Company has a concentration of risk related to the California market. However, the Company's exposure arising from this concentration is reduced by the acquisition of mortgage pool insurance and special hazard insurance. NOTE G -- MANAGEMENT AGREEMENT The Company operates under a $10,000 per year management agreement with CMC (the "Manager"). The agreement provides that the Manager will advise the Company with respect to all facets of its business and administer the day-to-day operations of the Company under the supervision of the Board of Directors. The Manager pays, among other things, salaries and benefits of its personnel, accounting fees and expenses, and other office expenses incurred in supervising and monitoring the Company's investments. NOTE H -- TRANSACTIONS WITH RELATED PARTY The Company signed a $1 million revolving subordinated promissory note with CMC under which interest accrued on amounts payable based on the annual federal short-term rate as published by the Internal Revenue Service. This note matures January 1, 2001. Repayments may be made as funds are available. CMC is the administrator with respect to the Non-Agency Certificates collateralizing Series 1998-3 and related CMOs. During 1999 CMC retained fees for administering these Non-Agency Certificates and related CMOs of $34,000. On a monthly basis, the Company's excess cash is advanced to CMC for which the Company earns interest based on the annual federal short-term rate. At the end of each quarter, these advances are accounted for as distributions to CMC and treated as returns of capital. -15- 18 NOTE I -- NET INTEREST INCOME ANALYSIS (UNAUDITED) The following table summarizes interest income and interest expense and the average effective interest rate for mortgage securities collateral and collateralized mortgage securities (dollars in thousands):
1999 1998 1997 --------------------- -------------------- -------------------- AVERAGE AVERAGE AVERAGE AMOUNT RATE AMOUNT RATE AMOUNT RATE ------ ------- ------ ------- ------ ------- Interest income on mortgage securities collateral $19,637 6.49% $34,115 7.99% $52,411 8.47% Interest expense on collateralized mortgage securities 18,862 6.20 33,270 7.93 49,544 8.17 ------- ------- ------- Net interest income $ 775 $ 845 $ 2,867 ======= ======= =======
The following table summarizes the amount of change in interest income and interest expense due to changes in interest rates versus changes in volume (in thousands):
1999/1998 -------------------------------- RATE VOLUME TOTAL -------- -------- -------- Interest income on mortgage securities collateral $ (5,702) $ (8,776) $(14,478) Interest expense on collateralized mortgage securities (6,365) (8,043) (14,408) -------- -------- -------- $ 663 $ (733) $ (70) ======== ======== ========
1998/1997 -------------------------------- RATE VOLUME TOTAL -------- -------- -------- Interest income on mortgage securities collateral $ (2,816) $(15,480) $(18,296) Interest expense on collateralized mortgage securities (1,422) (14,852) (16,274) -------- -------- -------- $ (1,394) $ (628) $ (2,022) ======== ======== ========
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. None. -16- 19 PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K. (a) Documents filed as part of this report: 1. The following financial statements of the Company are included in ITEM 8:
PAGE ---- Balance Sheet - December 31, 1999 and 1998 7 Statement of Operations - Three Years Ended December 31, 1999 8 Statement of Stockholder's Equity - Three Years Ended December 31, 1999 9 Statement of Cash Flows - Three Years Ended December 31, 1999 10 Notes to Financial Statements - December 31, 1999 11 2. Financial statement schedules: None. All schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and, therefore, have been omitted. 3. Exhibits:
EXHIBIT NUMBER 3.1 Certificate of Incorporation(1) 3.2 Bylaws(1) 4.1 Form of Indenture between the Registrant and Texas Commerce Bank, National Association, as Trustee(1) 4.2 Form of First Supplement to the Indenture(3) 4.3 Form of Second Supplement to the Indenture(4) 4.4 Form of Third Supplement to the Indenture(5) 4.5 Form of Fourth Supplement to the Indenture(6) 4.6 Form of Fifth Supplement to the Indenture(7) 4.7 Form of Sixth Supplement to the Indenture(7) 4.8 Form of Seventh Supplement to the Indenture(8) 4.9 Form of Eighth Supplement to the Indenture(9) 4.10 Form of Ninth Supplement to the Indenture(9) 4.11 Form of Tenth Supplement to the Indenture(10) 4.12 Form of Eleventh Supplement to the Indenture(11) 4.13 Form of Twelfth Supplement to the Indenture(10) 4.14 Form of Thirteenth Supplement to the Indenture(12) 4.15 Form of Fourteenth Supplement to the Indenture(13) 4.16 Form of Fifteenth Supplement to the Indenture(13) 4.17 Form of Sixteenth Supplement to the Indenture(14) 4.18 Form of Seventeenth Supplement to the Indenture(14) 4.20 Form of Nineteenth Supplement to the Indenture(17) 10.1 Form of Pooling and Administrative Agreement(1) 10.2 Form of Servicing Agreement(1) 10.4 Management Agreement between the Company and Capstead Advisers, Inc. dated January 1, 1994(2) -17- 20 PART IV ITEM 14. - CONTINUED 3. Exhibits (continued): EXHIBIT NUMBER 10.5 Amended Management Agreement between the Company and Capstead Advisers, Inc. October 1, 1994(16) 23 Consent of Ernst & Young LLP, Independent Auditors* 27 Financial Data Schedule* (b) Reports on Form 8-K: None. (c) Exhibits - The response to this section of ITEM 14 is submitted as a separate section of this report. - ----------------- (1) Incorporated herein by reference to the Company's Registration Statement on Form S-3 (No. 33-42337) filed August 21, 1991. (2) Previously filed with the Commission as an exhibit to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1993. (3) Previously filed with the Commission as an exhibit to the Registrant's Current Report on Form 8-K on December 24, 1991. (4) Previously filed with the Commission as an exhibit to the Registrant's Current Report on Form 8-K on December 23, 1991. (5) Previously filed with the Commission as an exhibit to the Registrant's Current Report on Form 8-K on January 28, 1993. (6) Previously filed with the Commission as an exhibit to the Registrant's Current Report on Form 8-K on February 28, 1993. (7) Previously filed with the Commission as an exhibit to the Registrant's Current Report on Form 8-K on March 30, 1993. (8) Previously filed with the Commission as an exhibit to the Registrant's Current Report on Form 8-K on April 30, 1993. (9) Previously filed with the Commission as an exhibit to the Registrant's Current Report on Form 8-K on May 29, 1993. (10) Previously filed with the Commission as an exhibit to the Registrant's Current Report on Form 8-K on June 30, 1993. (11) Previously filed with the Commission as an exhibit to the Registrant's Current Report on Form 8-K on June 29, 1993. (12) Previously filed with the Commission as an exhibit to the Registrant's Current Report on Form 8-K on July 30, 1993. (13) Previously filed with the Commission as an exhibit to the Registrant's Current Report on Form 8-K on August 28, 1993. (14) Previously filed with the Commission as an exhibit to the Registrant's Current Report on Form 8-K on September 30, 1993. (15) Previously filed with the Commission as an exhibit to the Registrant's Current Report on Form 8-K on January 29, 1994. (16) Previously filed with the Commission as an exhibit to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1994. (17) Previously filed with the Commission as an exhibit to the Registrant's Current Report on Form 8-K on October 9, 1998. * Filed herewith. -18- 21 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CAPSTEAD SECURITIES CORPORATION IV REGISTRANT Date: March 24, 2000 By:/s/ ANDREW F. JACOBS -------------------------------- Andrew F. Jacobs Executive Vice President-Finance Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated below and on the dates indicated. /s/ RONN K. LYTLE Chairman, Chief March 24, 2000 - ------------------------------ Executive Officer (Ronn K. Lytle) and Director /s/ ANDREW F. JACOBS Executive Vice President - March 24, 2000 - ------------------------------ Finance (Andrew F. Jacobs) /s/ MAURICE MCGRATH Director March 28, 2000 - ------------------------------ (Maurice McGrath)
-19- 22 SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT. No annual report or proxy material has been sent to security holders. 23 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION - ------ ----------- 3.1 Certificate of Incorporation(1) 3.2 Bylaws(1) 4.1 Form of Indenture between the Registrant and Texas Commerce Bank, National Association, as Trustee(1) 4.2 Form of First Supplement to the Indenture(3) 4.3 Form of Second Supplement to the Indenture(4) 4.4 Form of Third Supplement to the Indenture(5) 4.5 Form of Fourth Supplement to the Indenture(6) 4.6 Form of Fifth Supplement to the Indenture(7) 4.7 Form of Sixth Supplement to the Indenture(7) 4.8 Form of Seventh Supplement to the Indenture(8) 4.9 Form of Eighth Supplement to the Indenture(9) 4.10 Form of Ninth Supplement to the Indenture(9) 4.11 Form of Tenth Supplement to the Indenture(10) 4.12 Form of Eleventh Supplement to the Indenture(11) 4.13 Form of Twelfth Supplement to the Indenture(10) 4.14 Form of Thirteenth Supplement to the Indenture(12) 4.15 Form of Fourteenth Supplement to the Indenture(13) 4.16 Form of Fifteenth Supplement to the Indenture(13) 4.17 Form of Sixteenth Supplement to the Indenture(14) 4.18 Form of Seventeenth Supplement to the Indenture(14) 4.20 Form of Nineteenth Supplement to the Indenture(17) 10.1 Form of Pooling and Administrative Agreement(1) 10.2 Form of Servicing Agreement(1) 10.4 Management Agreement between the Company and Capstead Advisers, Inc. dated January 1, 1994(2) 10.5 Amended Management Agreement between the Company and Capstead Advisers, Inc. October 1, 1994(16) 23 Consent of Ernst & Young LLP, Independent Auditors* 27 Financial Data Schedule*
EX-23 2 CONSENT OF ERNST & YOUNG LLP 1 EXHIBIT 23 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-3 No. 33-42337) of Capstead Securities Corporation IV pertaining to the issuance of a maximum $5 billion aggregate principal balance of collateralized mortgage obligations and in the related prospectus and prospectus supplements of our report dated January 27, 2000, with respect to the financial statements of Capstead Securities Corporation IV included in this Annual Report (Form 10-K) for the year ended December 31, 1999. ERNST & YOUNG LLP Dallas, Texas March 23, 2000 EX-27 3 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from CMC Securities Corporation IV's Annual Report on From 10-K for the year ended December 31, 1999 and is qualified in its entirety by reference to such financial statements. 1,000 12-MOS DEC-31-1999 JAN-01-1999 DEC-31-1999 25 0 0 0 0 0 0 0 193,524 60 191,601 0 0 1 1,862 193,524 0 22,101 0 0 957 0 18,862 2,282 0 2,282 0 0 0 2,282 0 0
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