FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


Mark One
		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

		For the quarterly period ended September 30, 2002

OR

		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No.: 000-23821

FLAGSTAR CAPITAL CORPORATION

(Exact name of registrant as specified in its charter)


Michigan		38-3386801

(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

5151 Corporate Drive, Troy Michigan		48098-2639

(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (248) 312-2000

Indicate by check mark whether the registrant (1) has filed all 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 ninety days. Yes X No .

As of November 12, 2002, 1,000,000 shares of the registrant’s Common Stock, $1.00 par value, were issued and outstanding and 2,300,000 shares of the registrant’s Series A Preferred Shares, $25.00 par value, were issued and outstanding.

TABLE OF CONTENTS


PART I. FINANCIAL INFORMATION
Statements of Financial Condition
Unaudited Statements of Earnings
Unaudited Statements of Cash Flows
Condensed Notes to Financial Statements-unaudited
PART II — OTHER INFORMATION
SIGNATURES
10-Q 302 CERTIFICATION
Computation of Net Earnings Per Common Share

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

The condensed financial statements of the Registrant are as follows:

			Statements of Financial Condition — September 30, 2002 (unaudited) and December 31, 2001

			Unaudited Statements of Earnings — For the three and nine months ended September 30, 2002 and September 30, 2001


			Unaudited Statements of Cash Flows — For the nine months ended September 30, 2002 and September 30, 2001

			Condensed Notes to Financial Statements — unaudited

Flagstar Capital Corporation
Statements of Financial Condition
(In thousands)


					September 30,		December 31,
					2002		2001

Assets					(unaudited)
Cash					$	11,127	$	2,022
	Mortgage loans					108,662		119,782
			Allowance for loan losses			250		250

		Net mortgage loans				108,412		119,532
Investment in mortgage securities						128,430		117,612
Other investments						21,570		32,388
Accrued interest receivable						517		1,897
Loan payments in process — due from parent						9,237		8,980
Other assets						643		721

			Total assets		$	279,936	$	283,152

Liabilities and stockholders’ equity
Liabilities
Due to parent					$	748	$	2,789
Other liabilities						111		1,286

				Total liabilities		859		4,075
Stockholders’ equity
Series A preferred stock — $25.00 liquidation value, 2,300,000 shares authorized and issued at September 30, 2002 and December 31, 2001						57,500		57,500
Common stock — $1.00 par value, 1,000,000 shares authorized and issued at September 30, 2002 and December 31, 2001						1,000		1,000
Additional paid in capital						220,577		220,577
Retained earnings						—		—

				Total stockholders’ equity		279,077		279,077

			Total liabilities and stockholders’ equity		$	279,936	$	283,152

The accompanying notes are an integral part of these statements.

Flagstar Capital Corporation
Unaudited Statements of Earnings
(in thousands, except per share data)


						For the		For the
		For the		For the		nine		nine
		quarter		quarter		months		months
		ended		ended		ended		ended
		September 30,		September 30,		September 30,		September 30,
		2002		2001		2002		2001

Income
	Interest on loans	$	1,334	$	1,709	$	4,175	$	5,635
	Interest on investments		1,841		111		5,008		111

	Total income		3,175		1,820		9,183		5,746
Expenses
	Advisory fee expense — paid to parent		62		62		188		188
	General and administrative expenses		30		30		94		147

	Total expenses		92		92		282		335

Net earnings		$	3,083	$	1,728	$	8,901	$	5,411

Preferred stock dividends		$	1,222	$	1,222	$	3,666	$	3,666

Net earnings available to common stockholders		$	1,861	$	506	$	5,235	$	1,745

Earnings per common share		$	1.86	$	0.51	$	5.24	$	1.75

The accompanying notes are an integral part of these statements.

Flagstar Capital Corporation
Unaudited Statements of Cash Flows
(in thousands)


				For the nine			For the nine
				months ended			months ended
				September 30,			September 30,
				2002			2001

Operating Activities
	Net earnings			$	8,901		$	5,411
	Adjustments to reconcile net earnings to net cash provided by operating activities
		Decrease in accrued interest receivable			1,380			70
		Decrease in other assets			66			—
		(Decrease) increase in other liabilities			(1,174	)		40

			Net cash provided by operating activities		9,173			5,521
Investing Activities
		Net change in investment in mortgage securities			(10,818	)		—
		Net change in other investments			10,818			—
		Purchase of mortgage loans			(47,117	)		(11,660	)
		Initial investment in mortgage securities			—			(150,000	)
		Principal repayments received on mortgage loans			57,981			36,630

			Net cash provided by (used in) investing activities		10,864			(125,030	)
Financing Activities
		Additional investment from parent			—			150,000
		Dividends paid to common stockholder			(7,266	)		(1,869	)
		Dividends paid to preferred stockholders			(3,666	)		(3,666	)

			Net cash (used in) provided by financing activities		(10,932	)		144,465

Net increase in cash and cash equivalents					9,105			24,956
Beginning cash and cash equivalents					2,022			3,736

Ending cash and cash equivalents				$	11,127		$	28,692

The accompanying notes are an integral part of these statements.

Flagstar Capital Corporation
Condensed Notes to Financial Statements — unaudited

Note 1 — Nature of Business

Flagstar Capital Corporation (the “Company”) is a subsidiary of Flagstar Intermediate Holding Company (“IHC”), a wholly owned operating subsidiary of Flagstar Bank, FSB (the “Bank”), a federally chartered stock savings bank founded in 1987. The primary business of the Company is to acquire, hold, and manage residential mortgage loans that will generate net earnings that can be distributed to stockholders. The Company has elected to be treated as a Real Estate Investment Trust (“REIT”) for federal tax purposes and must satisfy various requirements as discussed herein.

Note 2. — Basis of Presentation

The accompanying consolidated unaudited financial statements of the Company have been prepared in accordance with generally accepted accounting principles for interim information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X as promulgated by the Securities and Exchange Commission. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. All interim amounts are subject to year-end audit, the results of operations for the interim period herein are not necessarily indicative of the results that may be expected for the year ending December 31, 2002.

Note 3. Significant Events

The Company removed its preferred stock listing from the Nasdaq Stock Market on July 12, 2001. On July 13, 2001, the Company moved those same shares to the New York Stock Exchange. The securities, which formerly traded under the symbol “FLGSP”, now trade under the symbol “FBC-P”.

In September, 2001, Flagstar Bank, FSB contributed its common stock investment in the Company to Flagstar Intermediate Holding Company, a newly formed, wholly owned subsidiary. The purpose of the transaction is to allow the Bank greater flexibility in the manner in which the common stock of the Company is held. The change will also increase the mortgage investments the Company is allowed to invest in while still complying with various federal tax requirements. At the same time, IHC contributed $150 million of equity to the Company. The Company then invested the proceeds in a 15% interest in mortgage securities 100% owned by Flagstar LLC.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The principal business of the Company is to acquire, hold, and manage residential mortgage loans that will generate net earnings that can be distributed to stockholders. The Company intends to acquire all its mortgage loans from the Bank.

Results of Operation

Three months

The Company recorded a 78.4% increase in net earnings for the quarter ended September 30, 2002 compared to the quarter ended September 30, 2001. This increase was the result of a larger average investment in Mortgage Loans and mortgage securities during the 2002 quarter. The Company’s parent, IHC, contributed $150 million of equity during September 2001 and the Company invested in additional Mortgage Loans and mortgage securities.

The Company reported net earnings for the quarter ended September 30, 2002 of $3.1 million. Interest income from loans and investments was $3.2 million, which was offset by $30,000 in administrative expenses and $62,000 in advisory fees. The reported net earnings for the quarter ended September 30, 2001 were $1.7 million. Interest income from loans and investments was $1.8 million, which was offset by $30,000 in administrative expenses and $62,000 in advisory fees during the 2001 period.

The Company reported net earnings per common share of $1.86 for the quarter ended September 30, 2002 and $0.51 for the quarter ended September 30, 2001.

During the quarters ended September 30, 2002 and 2001, the Company declared and paid $1,222,000 in preferred stock dividends.

The Company declared and paid or accrued common stock distributions of $1,861,000 and $506,000 for the quarters ended September 30, 2002 and 2001, respectively

Nine months

Flagstar Capital recorded a 64.5%, or $3.5 million, increase in net earnings for the nine months ended September 30, 2002 versus the same period in 2001. As previously discussed this increase in net earning was the result of a higher average investment in Mortgage Loans and mortgage securities during the nine months ended September 30, 2002 compared to the same period ended September 30, 2001. The company’s parent, IHC, contributed $150 million of equity during September 2001 and the Company invested in additional Mortgage Loans and mortgage securities.

The Company reported net earnings for the nine months ended September 30, 2002 of $8.9 million. Interest income from loans and investments was $9.2 million, which was offset by $94,000 in administrative expenses and $188,000 in advisory fees. The reported net earnings for the nine months ended September 30, 2001 were $5.4 million. Interest income from loans was $5.7 million, which was offset by $147,000 in administrative expenses and $188,000 in advisory fees during the 2001 period.

The Company reported net earnings per common share of $5.24 and $1.75 for the nine months ended September 30, 2002 and 2001, respectively.

For the nine months ended September 30, 2002 and 2001, the Company declared and paid $3,666,000 in preferred stock dividends.

The Company declared and paid or accrued common stock distributions of $5,235,000 and $1,745,000 for the nine months ended September 30, 2002 and 2001, respectively.

Mortgage Loans

The Company’s residential mortgage loans (“Mortgage Loans”) consist of adjustable rate mortgages (“ARMs”), and fixed rate mortgages (“FRM’s”). Reinvestments made in Mortgage Loans will be initiated in a manner to maintain the original composition of approximately 70% ARMs and 30% FRMs. All Mortgage Loans are expected to be purchased from the Bank.

The following table gives a breakdown of the Mortgage Loans at September 30, 2002.


				Principal		Average		Interest
Product Type		Loans		Balance		Balance		Rate			WAM		WARM		% of Total

3 year ARM			115	$	28,282,000	$	245,930		5.947	%		360		340		26.1
5 year ARM			138		39,168,000		283,825		6.661			358		338		36.2
7 year ARM			67		22,346,000		333,522		6.777			356		332		20.7
15 year Fixed			100		7,921,000		79,207		6.528			180		135		7.3
30 year Fixed			89		10,498,000		117,957		6.893			360		307		9.7

	Total		509	$	108,215,000	$	212,602		6.511	%		345		319		100.0	%

Allowance for Loan Losses

The Company’s allowance for loan losses was $250,000 at September 30, 2002. Management has based the allowance on assessments of relevant factors including the types and amount of delinquent loans, historical loss experience on such types of loans experienced by the Bank, and current economic conditions. Management is of the opinion that the allowance for loan losses is adequate to meet potential losses in the portfolio. The Company’s non-performing assets consisted of five mortgage loans totaling $997,053 or 0.92%, of the portfolio, at September 30, 2002. The Company, in accordance with applicable disclosure requirements, defines an asset as non-performing if it meets any of the following criteria: 1) a loan more than 90 days past due; 2) real estate acquired in a settlement of a loan; or 3) a restructured loan whose terms have been modified due to the borrower’s inability to pay as contractually specified including loans the Company has classified as impaired. Loans are generally placed into non-accrual status when they become 90 days delinquent.

The Company had a $250,000 allowance for loan losses at December 31, 2001. The Company’s non-performing loans were limited to three mortgage loans totaling $1,250,000, or 1.05%, of the portfolio, at December 31, 2001. The Company has certain representations and warranties from the Bank, which are related to the performance of the Mortgage Loans.

The Bank, in its role as Advisor, has implemented comprehensive internal asset review systems to provide for early detection of problem assets. Although this system will not eliminate future losses due to unanticipated declines in the real estate market or economic downturns, it should provide for timely identification of any losses created from problem loans.


Activity within the Allowance for Loan Losses

Balance, December 31, 2001		$	250,000
	Provision for loan losses		—
	Charge-offs, net of recoveries		—

Balance, September 30, 2002		$	250,000

Investment in Mortgage Securities

During September 2001, the Company invested in mortgage securities owned by Flagstar, LLC, a second-tier subsidiary of the Bank. The Company currently has a 15% interest in these mortgage securities, which is equal to $128.4 million. The mortgage securities currently have a yield of 6.388% and interest payments are made monthly to the Company. The mortgage securities are managed and serviced by the Bank.

Liquidity

The objective of maintaining liquidity within the Company is to ensure the availability of sufficient cash flows to meet all of the Company’s financial commitments. In managing liquidity, the Company takes into account various legal limitations placed on a REIT.

The Company’s principal liquidity needs are to maintain the current portfolio size through the acquisition of additional Mortgage Loans as Mortgage Loans currently in the portfolio mature, or prepay, and to pay dividends on the Series A Preferred Shares and common stock. The acquisition of additional Mortgage Loans is intended to be funded with the proceeds obtained from the repayment of principal balances by individual borrowers.

During September 2001, the Company received an additional capital investment from its parent company, IHC, of $150 million. This additional capital was used to purchase REIT qualifying mortgage securities from Flagstar LLC, a second-tier subsidiary of the Bank.

During the quarter ended September 30, 2002, the Company purchased from the Bank $17.1 million in principal balance of residential mortgage loans at a purchase price of $17.2 million. During the quarter ended September 30, 2001, the Company did not purchase any residential mortgage loans from the Bank.

During the nine months ended September 30, 2002, the Company purchased from the Bank $47.0 million in principal balance of residential mortgage loans at a purchase price of $47.3 million. During the same period ended September 30, 2001, the Company purchased from the Bank $11.7 million in principal balance of residential mortgage loans at a purchase price of $11.8 million.

For the quarters ended September 30, 2002 and 2001, the Company received repayments of principal from mortgage loans totaling approximately $24.3 million and $17.2 million, respectively. For the nine months ended September 30, 2002 and 2001, the Company received principal repayments from mortgage loans totaling approximately $58.2 million and $36.6 million respectively.

At September 30, 2002 the Company had a liquidity coverage ratio (Projected interest income divided by REIT dividends plus Advisory Fees plus Servicing Fees) of 2.97 versus 3.19 at December 31, 2001 and 1.41 at September 30, 2001.

The Company does not anticipate any material capital expenditures other than for the acquisition of additional residential mortgage loans.

REIT Qualification

As of September 30, 2002, the Company believed that it was in compliance with the REIT tax rules and that it will continue to qualify as a REIT under the provision of the Internal Revenue Code (the “Code”). The Company calculates that:

•		Its Qualified REIT Assets, as defined in the Code, are approximately 100% of its total assets, as compared to the federal tax requirements that at least 75% of its total assets must be Qualified REIT Assets.

•		100% of its revenues qualify for the 75% source of income test and 100% of its revenues qualify for the 90% source of income test under the REIT rules.

•		None of the revenue was subject to the 30% income limitation under the REIT rules.

The Company also met all REIT requirements regarding the ownership of its common and preferred stocks and anticipates meeting the 2002 annual distribution and administrative requirements.

Item 3. Market Risk

The Company considers that its primary business objective is to ensure the availability of sufficient cash flows to meet the obligations mandated by the Series A Preferred Shares. In managing its investments, the Company accepts a certain credit risk posture and assumes some interest rate risk.

Interest rate risk generally refers to the potential volatility in net interest income resulting from changes in interest rates. The Company’s risk occurs when it must replace amortized principal balances with new Mortgage Loans. These new Mortgage Loans are chosen in a manner to maintain an interest rate risk posture similar to the initial portfolio of Mortgage Loans. The Company must monitor the ratio of fixed costs (the Series A Preferred Shares’ dividends, advisory fees, and servicing costs) to the interest income potential of the Mortgage Loans and mortgage securities. When, in management’s opinion, the coverage ratio is at risk of being depleted, the Company must look to its parent company, IHC, for support or utilize the investment powers of the Company.

The Company will record higher levels of interest income in a rising interest rate environment and will experience declining interest income during periods of falling interest rates. This happens because the Company’s assets reprice while the Series A Preferred Shares have a fixed cost of 8.5%.

PART II — OTHER INFORMATION


Item 1.	Legal Proceedings

	None.

Item 2.	Changes in Securities

	None.

Item 3.	Defaults upon Senior Securities

	None.

Item 4.	Submission of Matters to a Vote of Security Holders

	None.

Item 5.	Other Information

	None.

Item 6.	Exhibits and Reports on Form 8-K

	(a)	Exhibits

		Exhibit 11

	(b)	Reports on Form 8-K

		None

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

FLAGSTAR CAPITAL CORPORATION


Date: November 12, 2002		/S/ Thomas J. Hammond
		Thomas J. Hammond
		Chairman of the Board and
		Chief Executive Officer
		(Duly Authorized Officer)


		/S/ Michael W. Carrie
		Michael W. Carrie
		Executive Vice President and
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

10-Q 302 CERTIFICATION

I, Thomas J. Hammond certify that:

1)		I have reviewed this quarterly report on Form 10-Q of Flagstar Capital Corp;

2)		Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3)		Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4)		The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

	a)		designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

	b)		evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and

	c)		presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

	a)		all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

	b)		any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

The registrant’s other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.


Date: November 12, 2002		/s/ Thomas J. Hammond
		Signature
		Chairman of the Board and CEO
		Title

10-Q 302 CERTIFICATION

I, Michael W. Carrie certify that:

1)		I have reviewed this quarterly report on Form 10-Q of Flagstar Capital Corp.;

2)		Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3)		Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4)		The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

	a)		designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

	b)		evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

	c)		presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

	a)		all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

	b)		any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.


Date: November 12, 2002		/s/Michael W. Carrie
		Signature
		Chief Financial Officer and EVP
		Title

EXHIBIT INDEX


EXHIBIT NO.		DESCRIPTION

EX-11		Computation of Net Earnings per Common Share

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FLAGSTAR CAPITAL CORP 10-Q