Business Context and Reporting Period
This Form 8-K is a current report filed by Chimera Investment Corporation on December 31, 2012. The filing primarily addresses corporate governance disclosures required by Section 303A of the NYSE Listed Company Manual, which are typically included in an Annual Report on Form 10-K. The report is filed because the Company has not yet filed its 2011 Form 10-K due to an ongoing restatement of historical financial statements.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. The document focuses on governance and the status of financial reporting rather than current period financial performance.
Material Changes and Restatement Status
On August 7, 2012, the Company announced a restatement of consolidated financial statements for the years ended December 31, 2010, 2009, and 2008, as well as all quarterly reports from September 30, 2008, through September 30, 2011. As a result of this restatement:
- The 2011 Form 10-K has not been filed.
- Forms 10-Q for the quarters ended March 31, 2012, June 30, 2012, and September 30, 2012, have not been filed.
- The Company is currently unable to estimate the timing for filing the 2011 Form 10-K.
- The Company expects to file the Form 10-Q for the quarter ended March 31, 2012, within 60 days after filing the 2011 Form 10-K.
Corporate Governance and Risks
Board Independence: The Board of Directors determined that six of its eight directors are independent under NYSE rules: Mark Abrams, Gerard Creagh, Paul Donlin, Paul A. Keenan, Dennis M. Mahoney, and John P. Reilly. Two directors, Jeremy Diamond and Matthew Lambiase, are not independent as they are employees of the Company's Manager, Fixed Income Discount Advisory Company.
Meetings: Non-management directors held two meetings during 2011, presided over by Paul Donlin or Mark Abrams.
Risks and Contingencies: The filing contains forward-looking statements subject to significant risks, including the possibility that additional information may arise during the preparation of restated financial statements. There is a risk that internal controls over financial reporting may be inadequate or contain undetected weaknesses.
Investor Verification Checklist
- Verify the timeline for the filing of the restated 2011 Form 10-K and subsequent 2012 quarterly reports.
- Review the specific nature of the accounting errors or adjustments driving the restatement of financials from 2008 through 2011.
- Confirm the status of the Company's internal controls over financial reporting following the restatement announcement.
- Monitor for any updates regarding the Company's ability to meet NYSE listing requirements given the delay in filing annual reports.