-----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, HXgqtSVEwThdKQMY2kILEohhN2UTByIN6aFcb6+y9u4ZMD6OGWwHDInvLA7ZniRC YRLtg7T90/6PMeapfY4Fjg== 0000950134-99-002217.txt : 19990331 0000950134-99-002217.hdr.sgml : 19990331 ACCESSION NUMBER: 0000950134-99-002217 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990330 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: 99577896 BUSINESS ADDRESS: STREET 1: 2711 NORTH HASKELL AVENUE STREET 2: SUITE 1000 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2148742500 10-K 1 FORM 10-K FOR FISCAL YEAR END DECEMBER 31, 1998 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, 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: 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.) 2711 NORTH HASKELL AVENUE 75204 (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 31, 1999 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 25, 1999: 1,000 DOCUMENTS INCORPORATED BY REFERENCE: None. ================================================================================ 2 CAPSTEAD SECURITIES CORPORATION IV 1998 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 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 Government National Mortgage Association Certificates, Federal National Mortgage Association 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, 1998, the Company has issued 19 series of CMOs with an aggregate original principal balance of $4,572,644,000, including the September 1998 issuance of CMO Series 1998-3 for $345.8 million. 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, 1998 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 1998 CMC retained fees for administering these Non-Agency Certificates and related CMOs of $23,000. 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. 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. -3- 6 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. 1997 COMPARED TO 1996 - --------------------- 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") earned $1,150,000 in 1997, compared to $2,238,000 in 1996. 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 in 1997 compared to 1996 due primarily to the impact of run-off (prepayments and scheduled payments) and the redemptions of CMO Series 1992-VI, 1992-VIII and 1992-XIV on the average holdings of mortgage securities collateral. Average holdings of mortgage securities collateral were $619 million during 1997 compared to $941 million during 1996. As a result of this 34% decrease in the outstanding balance, income earned from the net interest spreads was lower in the current year. The following table presents the weighted average yields for the periods shown:
YEAR ENDED DECEMBER 31 ---------------------- 1997 1996 ---- ---- Mortgage securities collateral 8.47% 8.51% Collateralized mortgage securities 8.17 8.09 ---- ---- Net interest spre 0.30% 0.42% ==== ====
Although net interest spreads can fluctuate depending on the timing of the payoff of collateral and bonds with different 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. During 1997 the Company redeemed the remaining outstanding bonds of Series 1992-VI, 1992-VIII and 1992-XIV totaling $136,678,000 and sold the related released collateral of $134,339,000 for gains totaling $3,386,000. 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 the first quarter of 1998, the Company redeemed the remaining outstanding bonds of CMO Series 1991-VII totaling $35,922,000 pursuant to clean-up calls, and sold the related released mortgage collateral of $35,492,000 for a gain of $1,557,000. During the third quarter of 1998, the Company redeemed the remaining outstanding bonds of CMO Series 1992-V and 1992-VII totaling $53,648,000 pursuant to clean-up calls, and sold the related released mortgage collateral of $48,836,000 for a gain of $1,331,000. -4- 7 Net income and excess cash flows from CMO Investments have allowed dividends of $2,777,000 and $1,556,000 during 1998 and 1997, respectively, and the return of $3,960,000 and $8,724,000 of capital during 1998 and 1997, respectively. The Company continues to qualify as a real estate investment trust subsidiary. IMPACT OF YEAR 2000 Many existing computer software programs use only two digits to identify the year in date fields and, as such, could fail or create erroneous results by or at the Year 2000. The Manager utilizes a number of software systems to administer securitizations and otherwise manage the Company's affairs. In addition, the Manager utilizes vendors in various capacities and interfaces with various institutions. The Manager is exposed to the risk that its systems and the systems of its vendors and institutions it interfaces with are not Year 2000 compliant. State of Readiness. The Manager has made and will continue to make investments in its software systems and applications to ensure the Manager is Year 2000 compliant. The Manager is also taking steps to ensure that the vendors it utilizes and institutions that it interfaces with are also taking the necessary steps to become Year 2000 compliant. This process is expected to be essentially complete by the end of the second quarter of 1999. Costs. The financial costs of the Manager becoming Year 2000 compliant is the responsibility of the Manager. Risks and Contingency Planning. Although the Manager expects that all its systems and applications will be Year 2000 compliant per the above schedule and well prior to December 31, 1999, there can be no assurance that all of the vendors it utilizes and institutions that it interfaces with will complete their compliance efforts. The Manager will continue to monitor their efforts in this regard and will take all prudent steps necessary to ensure operations are not disrupted including the use of other vendors or other methodologies and processes to transact the Company's business. The effect of any disruption to the Company's operations of any such instances of non-compliance is presently not determinable. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. -5- 8 REPORT OF ERNST & YOUNG LLP 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, 1998 and 1997, and related statements of operations, stockholder's equity, and cash flows for each of the three years in the period ended December 31, 1998. 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 generally accepted auditing standards. 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, 1998 and 1997, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 1998, in conformity with generally accepted accounting principles. Dallas, Texas February 4, 1999 -6- 9 CAPSTEAD SECURITIES CORPORATION IV BALANCE SHEET (IN THOUSANDS, EXCEPT PER SHARE DATA)
DECEMBER 31 ------------------------------- 1998 1997 -------- -------- ASSETS Mortgage securities collateral $532,805 $493,147 Cash and cash equivalents 325 8 Other assets 779 1,508 -------- -------- $533,909 $494,663 ======== ======== LIABILITIES Collateralized mortgage securities $524,321 $485,633 Accrued expenses 50 40 -------- -------- 524,371 485,673 -------- -------- STOCKHOLDER'S EQUITY Common stock - $1.00 par value, 1 shares authorized, issued and outstanding 1 1 Paid-in capital 5,029 8,989 Undistributed loss (327) - Accumulated other comprehensive income 4,835 - -------- -------- 9,538 8,990 -------- -------- $533,909 $494,663 ======== ========
See accompanying notes to financial statements. -7- 10 CAPSTEAD SECURITIES CORPORATION IV STATEMENT OF OPERATIONS (IN THOUSANDS)
YEAR ENDED DECEMBER 31 --------------------------------------------------- 1998 1997 1996 ------- ------- ------- Interest income: Mortgage securities collateral $34,115 $52,411 $80,079 Receivable from Parent 39 71 32 ------- ------- ------- Total interest income 34,154 52,482 80,111 Interest expense on collateralized mortgage securities 33,270 49,544 74,842 ------- ------- ------- Net interest income 884 2,938 5,269 ------- ------- ------- Other income - gain on sale of released mortgage securities collateral 2,888 3,386 2,460 ------- ------- ------- Other expenses: Management fees 10 10 10 Professional fees and other 75 104 128 Pool insurance 1,237 1,613 2,871 ------- ------- ------- Total other expenses 1,322 1,727 3,009 ------- ------- ------- Net income 2,450 4,597 4,720 Other comprehensive income (loss) 4,835 (2,646) (613) ------- -------- ------- Comprehensive income $ 7,285 $ 1,951 $ 4,107 ======= ======== =======
See accompanying notes to financial statements. -8- 11 CAPSTEAD SECURITIES CORPORATION IV STATEMENT OF STOCKHOLDER'S EQUITY THREE YEARS ENDED DECEMBER 31, 1998 (IN THOUSANDS)
ACCUMULATED COMMON STOCK OTHER ------------------ PAID-IN UNDISTRIBUTED COMPREHENSIVE SHARES AMOUNT CAPITAL INCOME (LOSS) INCOME (LOSS) TOTAL ------ ------ ------- ------------- ------------- ----- Balance at January 1, 1996 1 $1 $23,812 $(7,761) $ 3,259 $19,311 Capital distribution - - (6,099) - - (6,099) Other comprehensive income (loss): Change in unrealized loss on debt securities, net of reclassification amount - - - - (613) (613) Net income - - - 4,720 - 4,720 - -- ------- ------- ------- ------- Balance at December 31, 1996 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 = == ======= ======= ======= =======
See accompanying notes to financial statements. -9- 12 CAPSTEAD SECURITIES CORPORATION IV STATEMENT OF CASH FLOWS (IN THOUSANDS)
YEAR ENDED DECEMBER 31 --------------------------------------------------- 1998 1997 1996 ------- ------- ------- OPERATING ACTIVITIES: Net income $ 2,450 $ 4,597 $ 4,720 Noncash item - amortization of discount and premium 1,120 772 845 Net change in other assets and accrued expenses 740 995 1,021 Gain on sale of released mortgage securities collateral (2,888) (3,386) (2,460) --------- --------- --------- Net cash provided by operating activities 1,422 2,978 4,126 --------- --------- --------- INVESTING ACTIVITIES: Mortgage securities collateral: Purchases of collateral (353,442) - - Principal collections on collateral 233,308 138,618 216,606 Decrease (increase) in accrued interest receivable (6) 1,911 2,480 Decrease (increase) in short-term investments 278 (4,502) 8,568 Sale of released mortgage securities collateral 87,216 137,725 109,241 --------- --------- --------- Net cash provided (used) by investing activities (32,646) 273,752 336,895 --------- --------- --------- FINANCING ACTIVITIES: Collateralized mortgage securities: Issuance of securities 355,568 - - Principal payments on securities (314,201) (266,508) (329,694) Decrease in accrued interest payable (3,089) (2,609) (3,022) Capital distributions (3,960) (8,724) (6,099) Dividends paid (2,777) (1,556) - --------- --------- --------- Net cash provided (used) by financing activities 31,541 (279,397) (338,815) --------- --------- --------- Net change in cash and cash equivalents 317 (2,667) 2,206 Cash and cash equivalents at beginning of year 8 2,675 469 --------- --------- --------- Cash and cash equivalents at end of year $ 325 $ 8 $ 2,675 ========= ========= =========
See accompanying notes to financial statements. -10- 13 NOTES TO FINANCIAL STATEMENTS CAPSTEAD SECURITIES CORPORATION IV DECEMBER 31, 1998 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 ------------------------ 1998 1997 -------- -------- Mortgage collateral $503,184 $474,194 Short-term investments 14,404 14,682 Accrued interest receivable 3,433 3,427 -------- -------- Total collateral 521,021 492,303 Unamortized premium 6,949 844 -------- -------- Net collateral $527,970 $493,147 ======== ========
-12- 15 The weighted average effective interest rate for mortgage securities collateral was 7.99% and 8.47% during 1998 and 1997, respectively. On September 29, 1998 the Company acquired from its affiliates AAA-rated private mortgage pass-through certificates backed by conventional mortgage loans with unpaid principal balances of $345.8 million that were pledged as collateral for the immediate issuance of CMO Series 1998-III (see NOTE D). These mortgage pass-through certificates were obtained at an amount equal to the net proceeds of the issuance. 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 --------------------------- 1998 1997 -------- --------- Collateralized mortgage securities $515,015 $ 483,385 Accrued interest payable 2,861 5,991 -------- --------- Total obligation 517,876 489,376 Unamortized premium (discount) 6,445 (3,743) -------- --------- Net obligation $524,321 $ 485,633 ======== ========= Range of average interest rates 5.22% to 8.75% 7.60% to 8.90% Range of stated maturities 2007 to 2023 2007 to 2023 Number of series 8 10
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. On September 29, 1998 the Company issued collateralized mortgage securities (CMO Series 1998-III) with a 26 year stated maturity and a total obligation (including accrued interest and premium) of $355.7 million. The Company retained no beneficial interest in this CMO and as such, no economic benefit will be received and no related net income or loss will be recognized other than the amortization of unreimbursed shelf issuance costs totaling $42,000. This issue is callable on or after March 25, 2001. The interest-only securities issued in connection with this CMO totaling $10.3 million were acquired by an affiliate of the Company. -13- 16 The weighted average effective interest rate for all collateralized mortgage securities was 7.93% and 8.17% during 1998 and 1997, respectively. Interest payments on collateralized mortgage securities of $35,567,000, $51,577,000, and $77,592,000 were made during 1998, 1997, and 1996, 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. 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, 1998 DECEMBER 31, 1997 ------------------------- -------------------------- CARRYING FAIR CARRYING FAIR AMOUNT VALUE AMOUNT VALUE -------- -------- -------- -------- ASSETS Cash and cash equivalents $ 325 $ 325 $ 8 $ 8 Mortgage securities collateral 532,805 538,704 493,147 506,269 LIABILITIES Collateralized mortgage securities 524,321 509,658 485,633 501,465
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, 1998 - ----------------- Available-for-sale $300,208 $ 4,835 $ - $305,043 Held-to-maturity 227,762 5,985 86 233,661 DECEMBER 31, 1997 - ----------------- Held-to-maturity 493,147 13,280 158 506,269
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. -14- 17 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, 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 DECEMBER 31, 1996 ----------------- Available-for-sale* 61,449 1,001 Held-to-maturity 45,077 1,459
* Represents the reclassification amounts included in other comprehensive income (loss) as a component of the change in unrealized gains (losses) on debt securities held available-for-sale. 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, 1998. Since approximately 75% 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. -15- 18 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, 2000. Repayments may be made as funds are available. 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. 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):
1998 1997 1996 ---------------------- ---------------------- ---------------------- AVERAGE AVERAGE AVERAGE AMOUNT RATE AMOUNT RATE AMOUNT RATE ------- ------- ------- ------- ------ -------- Interest income on mortgage securities collateral $34,115 7.99% $52,411 8.47% $80,079 8.51% Interest expense on collateralized mortgage securities 33,270 7.93 49,544 8.17 74,842 8.09 ------- ------- ------- Net interest income $ 845 $ 2,867 $ 5,237 ======= ======= =======
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):
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) ======= ======== ======== 1997/1996 ------------------------------------------------- RATE VOLUME TOTAL ------- -------- -------- Interest income on mortgage securities collateral $ (356) $(27,312) $(27,668) Interest expense on collateralized mortgage securities 760 (26,058) (25,298) ------- -------- -------- $(1,116) $ (1,254) $ (2,370) ======= ======== ========
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, 1998 and 1997 7 Statement of Operations - Three Years Ended December 31, 1998 8 Statement of Stockholder's Equity - Three Years Ended December 31, 1998 9 Statement of Cash Flows - Three Years Ended December 31, 1998 10 Notes to Financial Statements - December 31, 1998 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 25, 1999 By: /s/ ANDREW F. JACOBS -------------------------------- Andrew F. Jacobs Executive Vice President-Finance, Treasurer and Secretary 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 29, 1999 - ------------------------------ Executive Officer (Ronn K. Lytle) and Director /s/ ANDREW F. JACOBS Executive Vice President - March 25, 1999 - ------------------------------ Finance, Treasurer (Andrew F. Jacobs) and Secretary /s/ MAURICE MCGRATH Director March 26, 1999 - ------------------------------- (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 EXHIBIT INDEX
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) 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*
- ----------------- (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. EX-23 2 CONSENT OF ERNST & YOUNG LLP 1 EXHIBIT 23 CAPSTEAD SECURITIES CORPORATION IV 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 February 4, 1999, 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, 1998. ERNST & YOUNG LLP Dallas, Texas February 4, 1999 EX-27 3 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CMC SECURITIES CORPORATION IV'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 12-MOS DEC-31-1998 JAN-01-1998 DEC-31-1998 325 0 0 0 0 0 0 0 533,909 50 524,321 0 0 1 9,537 533,909 0 37,042 0 0 1,322 0 33,270 2,450 0 2,450 0 0 0 2,450 0 0
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