UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 12, 2005
American Home Mortgage Investment Corp.
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(Exact Name of Registrant as Specified in Its Charter)
Maryland 001-31916 20-0103914
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
538 Broadhollow Road, Melville, New York 11747
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (516) 396-7700
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 2.02 Results of Operations and Financial Condition
On April 13, 2005, American Home Mortgage Investment Corp. (the "Company")
issued a press release announcing its decision to revise the timing for
recognition of revenue from its fourth quarter 2004 loan securitization and to
reclassify its sources and uses of cash on its statement of cash flows, and
describing the reasons for these changes and their impact on prior period
results. A copy of the press release is attached as Exhibit 99.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
The information furnished pursuant to this Item 2.02, including Exhibit
99.1, is being furnished and shall not be deemed to be "filed" for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or otherwise subject to the liabilities of such Section, nor shall it be
deemed incorporated by reference in any filing under the Securities Act of 1933,
as amended, or the Exchange Act, except as otherwise expressly stated in such
filing.
Item 4.02(a) Non-Reliance on Previously Issued Financial Statements or a
Related Audit Report or Completed Interim Review
On April 12, 2005, the Audit Committee of the Company's Board of Directors
concluded, after a review of the pertinent facts, that the Company's currently
filed annual report on Form 10-K for the year ended December 31, 2004 and
related reports of the Company's independent registered public accounting firm
should no longer be relied upon as a result of the Company's decision to revise
the timing for recognition of revenue from its fourth quarter 2004 loan
securitization and to reclassify its sources and uses of cash on its statement
of cash flows. The Company has determined that it is necessary to restate its
financial statements included in its annual report on Form 10-K for the year
ended December 31, 2004 and expects to file an amended annual report on Form
10-K/A on or about April 18, 2005.
The restatement relates to the following two accounting adjustments:
o Because the Company created and held securities benefited by embedded
derivatives contracts, the effects of treating the Company's legal
securitization as a sale under Statement of Financial Accounting Standards
No. 140 must be reversed for the fourth quarter of 2004. As a result, the
Company's 2004 revenue and income will be reduced by approximately $71.4
million, while its first quarter 2005 revenue and income will be increased
by an equivalent amount. In addition, at the end of the fourth quarter,
securities held by the Company that were created during the fourth quarter
of 2004 will be reclassified on the Company's balance sheet, and will be
carried as mortgage loans held for sale, while those securities created
and sold by the Company during the fourth quarter of 2004 will be
classified as collateralized debt obligation liabilities rather than sold
securities.
o The Company previously classified sources and uses of cash associated with
originated loans that were eventually securitized as sources or uses of
cash from investing activities as the Company designated its intent to
hold such securities prior to, or at origination of the related loans.
Additionally, the principal paydowns and proceeds from sales associated
with these securitized loans were also included in cash flows from
investing activities. The Company will now classify the sources and uses
of cash associated with these self-originated securitized loans as sources
or uses of cash from operating activities regardless of whether the
securities will be retained. Consequently, only sources and uses of cash
associated with market acquired securities which are classified as
available for sale or held to maturity will be included in sources and
uses of cash from investing activities. This change will not affect the
Company's income statements or balance sheets, but will result in changes
to its quarterly statements of cash flows for 2004 and the fourth quarter
of 2003. The changes will not have any effect either on the total sources
or uses of cash or ending cash balances.
Upon discovery of the issues discussed in this Current Report on Form
8-K and in the press release, the Company advised its independent auditors,
Deloitte & Touche LLP, of its decision that the Company's financial statements
for the period ending December 31, 2004 and the quarterly statements of cash
flows for 2004 and the fourth quarter of 2003 should no longer be relied upon
and the reasons for such decision. The Audit Committee of the Company's Board of
Directors has discussed with the independent auditors the Company's decision to
restate its financial statements.
The Company has also determined that it will include in its report on
internal controls over financial reporting two material control weaknesses. The
first weakness will pertain to its securitization accounting, and the second
weakness will pertain to its classification of sources and uses of cash between
operating and investing activities. The Company is enhancing its internal
controls over these areas.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits:
99.1 - Press Release, dated April 13, 2005.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: April 13, 2005 AMERICAN HOME MORTGAGE
INVESTMENT CORP.
By: /s/ Stephen A. Hozie
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Name: Stephen A. Hozie
Title: Chief Financial Officer
EXHIBIT INDEX
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EXHIBIT NUMBER DESCRIPTION
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99.1 Press Release, dated April 13, 2005.