UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED: JUNE 30, 2007
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: 1-13447
ANNALY CAPITAL MANAGEMENT, INC.
(Exact name of Registrant as specified in its Charter)
MARYLAND 22-3479661
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
1211 AVENUE OF THE AMERICAS, SUITE 2902
NEW YORK, NEW YORK
(Address of principal executive offices)
10036
(Zip Code)
(212) 696-0100
(Registrant's telephone number, including area code)
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 whether the Registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.
Large accelerated filer |X| Accelerated filer [_] Non-accelerated filer [_]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [_] No |X|
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the last practicable date:
Class Outstanding at August 7, 2007
Common Stock, $.01 par value 323,437,348
-----------
ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES
FORM 10-Q
TABLE OF CONTENTS
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements:
Consolidated Statements of Financial Condition at June 30, 2007 (Unaudited) and December 31, 2006
(Derived from the audited consolidated statement of financial condition at December 31, 2006) 1
Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) for the quarters and
six months ended June 30, 2007 and 2006 2
Consolidated Statement of Stockholders' Equity (Unaudited) for the quarters ended March 31, 2007
and June 30, 2007 3
Consolidated Statements of Cash Flows (Unaudited) for the quarters and six months ended June 30, 2007 and
2006 4
Notes to Consolidated Financial Statements (Unaudited) 5
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 18
Item 3. Quantitative and Qualitative Disclosures about Market Risk 36
Item 4. Controls and Procedures 37
Part II. OTHER INFORMATION
38
Item 1. Legal Proceedings
38
Item 1A. Risk Factors
Item 4. Submission of Matters to a Vote of Security Holders 38
Item 6. Exhibits 39
SIGNATURES 40
CERTIFICATIONS 41
i
PART I.
ITEM 1. FINANCIAL STATEMENTS
ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(dollars in thousands, except for share data)
(unaudited) December 31, 2006(1)
June 30, 2007
-------------------- -----------------------
ASSETS
------------------------------------------------------
Cash and cash equivalents $ 91,781 $ 91,782
Mortgage-Backed Securities, at fair value 38,603,002 30,167,509
Agency debentures, at fair value 150,507 49,500
Trading securities, at fair value 12,131 18,365
Receivable for Mortgage-Backed Securities sold - 200,535
Accrued interest receivable 197,060 146,089
Receivable for advisory and service fees 2,954 3,178
Intangible for customer relationships, net 10,513 11,184
Goodwill 22,966 22,966
Interest rate swaps, at fair value 93,404 2,558
Other assets 3,146 2,314
----------------- --------------------
Total assets $ 39,187,464 $ 30,715,980
================= ====================
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------------------------
Liabilities:
Repurchase agreements $ 35,093,856 $ 27,514,020
Payable for Investment Securities purchased 744,027 338,172
Trading securities sold, not yet purchased, at fair
value 37,734 41,948
Accrued interest payable 104,456 83,998
Dividends payable 64,652 39,016
Accounts payable 14,520 18,816
Interest rate swaps, at fair value 838 20,179
----------------- --------------------
Total liabilities 36,060,083 28,056,149
----------------- --------------------
Minority interest in equity of consolidated affiliate 5,623 5,324
----------------- --------------------
6.00% Series B Cumulative Convertible Preferred Stock:
4,600,000 authorized, issued and outstanding 111,466 111,466
----------------- --------------------
Stockholders' Equity:
7.875% Series A Cumulative Redeemable Preferred Stock:
7,637,500 shares authorized, 7,412,500 shares issued
and outstanding 177,088 177,088
Common stock: par value $.01 per share; 487,762,500
shares authorized,
269,385,348 and 205,345,591 shares issued and
outstanding,
respectively 2,694 2,053
Additional paid-in capital 3,447,964 2,615,016
Accumulated other comprehensive loss (467,640) (76,112)
Accumulated deficit (149,814) (175,004)
----------------- --------------------
Total stockholders' equity 3,010,292 2,543,041
----------------- --------------------
Total liabilities, minority interest, Series B
Cumulative Convertible
Preferred Stock and stockholders' equity $ 39,187,464 $ 30,715,980
================= ====================
(1) Derived from the audited consolidated statement of financial condition at
December 31, 2006.
See notes to consolidated financial statements.
1
ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
(dollars in thousands, except per share data)
For the Quarter For the For the Six For the Six Months
Ended June 30, Quarter Ended Months Ended Ended June 30,
2007 June 30, 2006 June 30, 2006
2007
------------------- -------------- ------------- ------------------
Interest income $556,262 $280,171 $1,005,826 $475,053
Interest expense 468,748 242,473 848,912 409,985
------------------- -------------- ------------- ------------------
Net interest income 87,514 37,698 156,914 65,068
------------------- -------------- ------------- ------------------
Other income (loss):
Investment advisory and service fees 5,366 5,210 10,928 12,206
Gain (loss) on sale of Investment Securities 7,293 (1,239) 13,438 (8,245)
Gain on termination of interest rate swaps - - 67 -
Income from trading securities 243 - 3,672 -
Loss on other-than-temporarily impaired securities (698) (20,114) (1,189) (46,843)
------------------- -------------- ------------- ------------------
Total other income (loss) 12,204 (16,143) 26,916 (42,882)
------------------- -------------- ------------- ------------------
Expenses:
Distribution fees 861 755 1,765 1,925
General and administrative expenses 12,272 8,985 25,158 16,162
------------------- -------------- ------------- ------------------
Total expenses 13,133 9,740 26,923 18,087
------------------- -------------- ------------- ------------------
Impairment of intangible for customer relationships - (1,345) - (2,493)
------------------- -------------- ------------- ------------------
Income before income taxes and minority interest 86,585 10,470 156,907 1,606
Income taxes 839 1,892 3,443 3,977
------------------- -------------- ------------- ------------------
Income (loss) before minority interest 85,746 8,578 153,464 (2,371)
Minority interest 13 - 299 -
------------------- -------------- ------------- ------------------
Net Income (loss) 85,733 8,578 153,165 (2,371)
Dividends on preferred stock 5,373 5,163 10,746 8,811
------------------- -------------- ------------- ------------------
Net income available (loss related) to common shareholders $80,360 $3,415 $142,419 ($11,182)
=================== ============== ============= ==================
Net income available (loss related) to common shareholders per
average common share:
Basic $0.30 $0.02 $0.59 ($0.08)
=================== ============== ============= ==================
Diluted $0.30 $0.02 $0.58 ($0.08)
=================== ============== ============= ==================
Weighted average number of common shares outstanding:
Basic 264,990,422 158,632,865 241,371,530 141,476,532
=================== ============== ============= ==================
Diluted 273,578,836 158,703,614 249,924,374 141,476,532
=================== ============== ============= ==================
Net income (loss) $85,733 $8,578 $153,165 ($2,371)
------------------- -------------- ------------- ------------------
Comprehensive (loss) income:
Unrealized (loss) on available-for sale securities (535,413) (225,771) (489,465) (338,861)
Unrealized gain on interest rate swaps 134,408 68,965 110,253 105,978
Reclassification adjustment for net (gains) losses
included in net income or loss (6,595) 21,353 (12,316) 55,088
------------------- -------------- ------------- ------------------
Other comprehensive (loss) income (407,600) (135,453) (391,528) (177,795)
------------------- -------------- ------------- ------------------
Comprehensive (loss) income ($321,867) ($126,875) ($238,363) ($180,166)
=================== ============== ============= ==================
See notes to consolidated financial statements.
2
ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE QUARTERS ENDED MARCH 31 AND JUNE 30, 2007
(dollars in thousands, except per share data)
(UNAUDITED)
Common Additional Other (Accumulated
Preferred Stock Paid-In Accumulated Deficit)
Stock Par Capital Comprehensive Retained
Value Income (Loss) Earnings Total
---------- -------- ----------- -------------- ------------- ------------
BALANCE, JANUARY 1, 2007 $177,088 $2,053 $2,615,016 ($76,112) ($175,004) $2,543,041
Net income - - - - 67,432 -
Other comprehensive income - - - 16,072 - -
Comprehensive income - - - - - 83,504
Exercise of stock options - - 417 - - 417
Stock option expense - - 311 - - 311
Net proceeds from common stock follow-on offerings - 576 736,673 - - 737,249
Preferred Series A Cumulative Redeemable Preferred
Stock
dividends declared, $0.492188 per share - - - - (3,648) (3,648)
Preferred Series B Cumulative Convertible Preferred
Stock dividends
declared, $0.375 per share - - - - (1,725) (1,725)
Common dividends declared, $0.20 per share - - - - (52,577) (52,577)
BALANCE, MARCH 31, 2007 $177,088 $2,629 $3,352,417 ($60,040) ($165,522) 3,306,572
---------- -------- ----------- -------------- ------------- ------------
Net income - - - - 85,733 -
Other comprehensive income - - - (407,600) - -
Comprehensive loss - - - - - (321,867)
Exercise of stock options - - 64 - - 64
Stock option expense - - 362 - - 362
Offering cost for common stock follow-on offering - - (178) - - (178)
Net proceeds from ATM programs - 46 65,862 - - 65,908
Proceeds from dividend reinvestment and share purchase
program - 19 29,437 - - 29,456
Preferred Series A Cumulative Redeemable Preferred
Stock
dividends declared, $0.492188 per share - - - - (3,648) (3,648)
Preferred Series B Cumulative Convertible Preferred
Stock dividends
declared, $0.375 per share - - - - (1,725) (1,725)
Common dividends declared, $0.24 per share - - - - (64,652) (64,652)
---------- -------- ----------- -------------- ------------- ------------
BALANCE, JUNE 30, 2007 $177,088 $2,694 $3,447,964 ($467,640) ($149,814) $3,010,292
========== ======== =========== ============== ============= ============
See notes to consolidated financial statements.
3
ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
(UNAUDITED)
For the For the For the Six For the Six
Quarter Quarter Months Ended Months Ended
Ended June Ended June June 30, June 30,
30, 2007 30, 2006 2007 2006
------------- ------------- ------------- --------------
Cash flows from operating activities:
Net income (loss) $85,733 $8,578 $153,165 ($2,371)
Adjustments to reconcile net income (loss) to
net cash provided
by operating activities:
Amortization of Mortgage Backed Securities
premiums and
discounts, net 16,737 17,944 32,106 33,736
Amortization of intangibles 349 321 705 526
Amortization of trading securities premiums
and discounts,
net (3) - (3) -
(Gain) loss on sale of Investment Securities (7,293) 1,239 (13,438) 8,245
Gain on termination of interest rate swaps - - (67) -
Stock option expense 362 321 673 637
Net realized loss (gain) on trading
investments (346) - (1,016) -
Unrealized depreciation (appreciation) on
trading investments 813 - (848) -
Market value adjustment on long-term
repurchase agreements - - - (149)
Loss on other-than-temporarily impaired
securities 698 20,114 1,189 46,843
Impairment of intangible for customer
relationships - 1,345 - 2,493
Increase in accrued interest receivable (17,900) (35,000) (50,462) (39,621)
(Increase) decrease in other assets (22) 692 (867) 550
Purchase of trading investments (9,697) - (13,562) -
Proceeds from sale of trading securities 4,592 - 9,158 -
Purchase of trading securities sold, not yet
purchased (3,951) - (11,783) -
Proceeds from securities sold, not yet
purchased 2,388 - 20,074 -
(Increase) decrease in advisory and service
fees receivable (5) 691 224 384
Increase in interest payable 25,094 4,361 20,458 14,105
(Decrease) increase in accounts payable 6,578 3,742 (4,296) (1,858)
------------- ------------- ------------- --------------
Net cash provided by operating
activities 104,127 24,348 141,410 63,520
------------- ------------- ------------- --------------
Cash flows from investing activities:
Purchase of Mortgage-Backed Securities (5,303,629) (9,318,354) (14,893,805) (12,592,319)
Proceeds from termination of swaps - - 67 -
Proceeds from sale of Investment Securities 1,458,787 980,156 2,868,879 2,048,917
Principal receipts on Mortgage-Backed
Securities 1,952,728 1,189,240 3,627,304 2,315,165
Purchase of agency debentures - - (54,567) -
------------- ------------- ------------- --------------
Net cash used in investing activities (1,892,114) (7,148,958) (8,452,122) (8,228,237)
------------- ------------- ------------- --------------
Cash flows from financing activities:
Proceeds from repurchase agreements 103,964,854 75,306,249 201,021,927 128,069,003
Principal payments on repurchase agreements (102,219,009) (68,679,429) (193,442,092) (120,388,601)
Proceeds from exercise of stock options 64 - 481 136
Net proceeds from follow-on common stock
offerings (178) 437,348 737,071 437,348
Net proceeds from dividend reinvestment and
share purchase
program 29,456 - 29,456 -
Net proceeds from ATM programs 65,908 14,187 65,908 14,187
Net proceeds from Series B preferred stock
offering - 111,471 - 111,471
Minority interest 13 5,000 299 5,000
Dividends paid (57,950) (18,770) (102,339) (34,786)
------------- ------------- ------------- --------------
Net cash provided by financing activities 1,783,158 7,176,056 8,310,711 8,213,758
------------- ------------- ------------- --------------
Net (decrease) increase in cash and cash
equivalents (4,829) 51,446 (1) 49,041
Cash and cash equivalents, beginning of the
period 96,610 2,403 91,782 4,808
------------- ------------- ------------- --------------
Cash and cash equivalents, end of period $91,781 $53,849 $91,781 $53,849
============= ============= ============= ==============
Supplemental disclosure of cash flow
information:
Interest paid $443,654 $238,111 $828,454 $415,367
============= ============= ============= ==============
Taxes paid $2,105 $1,255 $4,581 $3,597
============= ============= ============= ==============
Noncash financing and investing activities:
Net change in unrealized loss on available-
for-sale securities
and interest rate swaps, net of reclassification
adjustment ($407,600) ($135,453) ($391,528) ($177,795)
============= ============= ============= ==============
Dividends declared, not yet paid $64,652 $21,322 $64,652 $21,322
See notes to consolidated financial statements.
4
ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE QUARTER ENDED JUNE 30, 2007 AND 2006
(UNAUDITED)
--------------------------------------------------------------------------------
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Annaly Capital Management, Inc. (the "Company") was incorporated in
Maryland on November 25, 1996. The Company changed its name from Annaly Mortgage
Management, Inc. to Annaly Capital Management, Inc. effective August 2, 2006.
The Company commenced its operations of purchasing and managing an investment
portfolio of mortgage-backed securities on February 18, 1997, upon receipt of
the net proceeds from the private placement of equity capital. An initial public
offering was completed on October 14, 1997. The Company is a real estate
investment trust (REIT) under the Internal Revenue Code of 1986, as amended. The
Company acquired Fixed Income Discount Advisory Company ("FIDAC") on June 4,
2004. FIDAC is a registered investment advisor and is a taxable REIT subsidiary
of the Company. On June 27, 2006, the Company made a majority equity investment
of 90% in an affiliated investment fund (the "Fund").
A summary of the Company's significant accounting policies follows:
Basis of Presentation - The accompanying unaudited consolidated financial
statements have been prepared in conformity with the instructions to Form 10-Q
and Article 10, Rule 10-01 of Regulation S-X for interim financial statements.
Accordingly, they do not include all of the information and footnotes required
by accounting principles generally accepted in the United States of America
("GAAP"). The consolidated interim financial statements are unaudited; however,
in the opinion of the Company's management, all adjustments, consisting only of
normal recurring accruals, necessary for a fair statement of the financial
positions, results of operations, and cash flows have been included. These
unaudited consolidated financial statements should be read in conjunction with
the audited consolidated financial statements included in the Company's Annual
Report on Form 10-K for the year ended December 31, 2006. The nature of the
Company's business is such that the results of any interim period are not
necessarily indicative of results for a full year.
The consolidated financial statements include the accounts of the Company,
FIDAC and the Fund. All intercompany balances and transactions have been
eliminated. The minority shareholder interest in the Fund is reflected as
minority interest in the consolidated financial statements.
Cash and Cash Equivalents - Cash and cash equivalents include cash on
deposit and money market funds.
Mortgage-Backed Securities and Agency Debentures - The Company invests
primarily in mortgage pass-through certificates, collateralized mortgage
obligations and other mortgage-backed securities representing interests in or
obligations backed by pools of mortgage loans (collectively, "Mortgage-Backed
Securities"). The Company also invests in agency debentures issued by Federal
Home Loan Bank ("FHLB"), Federal Home Loan Mortgage Corporation ("FHLMC"), and
Federal National Mortgage Association ("FNMA"). The Mortgage-Backed Securities
and agency debentures are collectively referred to herein as "Investment
Securities."
Statement of Financial Accounting Standards ("SFAS") No. 115, Accounting
for Certain Investments in Debt and Equity Securities, ("SFAS 115") requires the
Company to classify its Investment Securities as either trading investments,
available-for-sale investments or held-to-maturity investments. Although the
Company generally intends to hold most of its Investment Securities until
maturity, it may, from time to time, sell any of its Investment Securities as
part of its overall management of its portfolio. Accordingly, SFAS 115 requires
the Company to classify all of its Investment Securities as available-for-sale.
All assets classified as available-for-sale are reported at estimated fair
value, based on market prices from independent sources, with unrealized gains
and losses excluded from earnings and reported as a separate component of
stockholders' equity.
Management evaluates securities for other-than-temporary impairment at
least on a quarterly basis, and more frequently when economic or market concerns
warrant such evaluation. Consideration is given to (1) the length of time and
the extent to which the fair value has been lower than carrying value, (2) the
financial condition and near-term prospects of the issuer, and (3) the intent
and ability of the Company to retain its investment in the issuer for a period
of time sufficient to allow for any anticipated recovery in fair value.
Unrealized losses on Investment Securities that are considered other than
temporary, as measured by the amount of decline in fair value attributable to
other-than-temporary factors, are recognized in income and the cost basis of the
Investment Securities is adjusted.
5
Interest income is accrued based on the outstanding principal amount of the
Investment Securities and their contractual terms. Premiums and discounts
associated with the purchase of the Investment Securities are amortized into
interest income over the projected lives of the securities using the interest
method. The Company's policy for estimating prepayment speeds for calculating
the effective yield is to evaluate historical performance, consensus prepayment
speeds, and current market conditions.
Investment Securities transactions are recorded on the trade date.
Purchases of newly-issued securities are recorded when all significant
uncertainties regarding the characteristics of the securities are removed,
generally shortly before settlement date. Realized gains and losses on sale of
Investment Securities are determined based on the specific identification
method.
Derivative Financial Instruments/Hedging Activity - The Company hedges
interest rate risk through the use of derivative financial instruments such as
interest rate caps and interest rate swaps ("Hedging Instruments"). The Company
accounts for Hedging Instruments in accordance with SFAS No. 133, Accounting for
Derivative Instruments and Hedging Activities ("SFAS 133"), as amended and
interpreted. The Company carries all Hedging Instruments at their fair value, as
assets, if their fair value is positive, or as liabilities, if their fair value
is negative. As the Company's interest rate swaps are designated as cash flow
hedges under SFAS 133, the change in the fair value of any such derivative is
recorded in other comprehensive income or loss for hedges that qualify as
effective. At June 30, 2007, the Company did not have any interest rate caps.
The ineffective amount of all Hedging Instruments, if any, is recognized in
earnings each quarter. To date, the Company has not recognized any change in the
value of its interest rate swaps in earnings as a result of the hedge or a
portion thereof being ineffective.
Upon entering into hedging transactions, the Company documents the
relationship between the Hedging Instruments and the hedged liability. The
Company also documents its risk-management policies, including objectives and
strategies, as they relate to its hedging activities. The Company assesses, both
at inception of a hedge and on an on-going basis, whether or not the hedge is
"highly effective," as defined by SFAS 133. The Company discontinues hedge
accounting on a prospective basis with changes in the estimated fair value
reflected in earnings when (i) it is determined that the derivative is no longer
effective in offsetting cash flows of a hedged item (including hedged items such
as forecasted transactions); (ii) it is no longer probable that the forecasted
transaction will occur; or (iii) it is determined that designating the
derivative as a Hedging Instrument is no longer appropriate.
When the Company enters into an interest rate swap, it agrees to pay a
fixed rate of interest and to receive a variable interest rate, generally based
on the London Interbank Offered Rate ("LIBOR"). The Company's interest rate
swaps are designated as cash flow hedges against the benchmark interest rate
risk associated with the Company's borrowings.
All changes in the unrealized gains and losses on any interest rate swap
are recorded in accumulated other comprehensive income or loss and are
reclassified to earnings as interest expense is recognized on the Company's
hedged borrowings. If it becomes probable that the forecasted transaction, which
in this case refers to interest payments to be made under the Company's
short-term borrowing agreements, will not occur by the end of the originally
specified time period, as documented at the inception of the hedging
relationship, then the related gain or loss in accumulated other comprehensive
income or loss would be reclassified to income or loss.
Realized gains and losses resulting from the termination of an interest
rate swap are initially recorded in accumulated other comprehensive income or
loss as a separate component of stockholders' equity. The gain or loss from a
terminated interest rate swap remains in accumulated other comprehensive income
or loss until the forecasted interest payments affect earnings. If it becomes
probable that the forecasted interest payments will not occur, then the entire
gain or loss would be recognized in earnings.
6
Credit Risk - The Company has limited its exposure to credit losses on its
portfolio of Mortgage-Backed Securities by only purchasing securities issued by
FHLMC, FNMA, or GNMA. The payment of principal and interest on the FHLMC and
FNMA Mortgage-Backed Securities are guaranteed by those respective agencies, and
the payment of principal and interest on the GNMA Mortgage-Backed Securities are
backed by the full faith and credit of the U.S. government. All of the Company's
Investment Securities have an actual or implied "AAA" rating.
Trading Securities and Trading Securities sold, not yet purchased - Trading
securities and trading securities sold, not yet purchased are presented in the
consolidated statements of financial condition as a result of consolidating the
financial statements of the Fund, and are carried at fair value. The realized
and unrealized gains and losses, as well as other income or loss from trading
securities, are recorded in the income from trading securities balance in the
accompanying consolidated statements of operations.
Trading securities sold, not yet purchased, represent obligations of the
Fund to deliver the specified security at the contracted price, and thereby
create a liability to purchase the security in the market at prevailing prices.
SFAS No. 107, Disclosure About Fair Value of Financial Instruments,
requires disclosure of the fair value of financial instruments for which it is
practicable to estimate that value. The estimated fair value of Investment
Securities and interest rate swaps is equal to their carrying value presented in
the consolidated statements of financial condition. The estimated fair value of
trading securities and trading securities sold, not yet purchased, is equal to
their carrying value. The estimated fair value of cash and cash equivalents,
accrued interest receivable, receivable for securities sold, receivable for
advisory and service fees, repurchase agreements with maturities shorter than
one year, and payable for Mortgage-Backed Securities purchased, dividends
payable, accounts payable, and accrued interest payable, generally approximates
cost, due to the short term nature of these financial instruments.
Repurchase Agreements - The Company finances the acquisition of its
Investment Securities through the use of repurchase agreements. Repurchase
agreements are treated as collateralized financing transactions and are carried
at their contractual amounts, including accrued interest, as specified in the
respective agreements.
Cumulative Convertible Preferred Stock - The Company classifies its Series
B Cumulative Convertible Preferred Stock in the consolidated statements of
financial condition using the guidance in SEC Accounting Series Release No. 268,
Presentation in Financial Statements of "Redeemable Preferred Stocks," and
Emerging Issues Task Force ("EITF") Topic D-98, Classification and Measurement
of Redeemable Securities. The Series B Cumulative Convertible Preferred Stock
contains fundamental change provisions that allow the holder to redeem the
preferred stock for cash if certain events occur. As redemption under these
provisions is not solely within the Company's control, the Company has
classified the Series B Cumulative Convertible Preferred Stock as temporary
equity in the accompanying consolidated statements of financial condition.
The Company has analyzed whether the embedded conversion option should be
bifurcated under the guidance in SFAS 133 and EITF Issue No. 00-19, Accounting
for Derivative Financial Instruments Indexed to, and Potentially Settled in, a
Company's Own Stock, and has determined that bifurcation is not necessary.
Income Taxes - The Company has elected to be taxed as a REIT and intends to
comply with the provisions of the Internal Revenue Code of 1986, as amended (the
"Code"), with respect thereto. Accordingly, the Company will not be subjected to
federal income tax to the extent of its distributions to shareholders and as
long as certain asset, income and stock ownership tests are met. The Company and
FIDAC have made a joint election to treat FIDAC as a taxable REIT subsidiary. As
such, FIDAC is taxable as a domestic C corporation and subject to federal and
state and local income taxes based upon its taxable income.
Use of Estimates - The preparation of the consolidated financial statements
in conformity with GAAP requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
7
Intangible assets - The Company's acquisition of FIDAC was accounted for
using the purchase method. Under the purchase method, net assets and results of
operations of acquired companies are included in the consolidated financial
statements from the date of acquisition. In addition, the cost of FIDAC was
allocated to the assets acquired, including identifiable intangible assets, and
the liabilities assumed based on their estimated fair values at the date of
acquisition. The excess of purchase price over the fair value of the net assets
acquired was recognized as goodwill. Intangible assets are periodically (but not
less frequently than annually) reviewed for potential impairment. Intangible
assets with an estimated useful life are expected to amortize over an 8.3 year
weighted average time period.
Stock Based Compensation - On December 16, 2004, the Financial Accounting
Standards Board (FASB) issued SFAS No. 123 (Revised 2004) - Share-Based Payment
("SFAS 123R"). SFAS 123R, which replaced SFAS 123, requires the Company to
measure and recognize in the consolidated financial statements the compensation
cost relating to share-based payment transactions. The compensation cost should
be reassessed based on the fair value of the equity instruments issued. The
Company adopted SFAS 123R effective January 1, 2006 under the modified
prospective transition method. Accordingly, prior period amounts have not been
restated. Under this application, the Company is required to record compensation
expense for all awards granted or modified on or after January 1, 2006 and for
the unvested portion of all outstanding awards that remain outstanding at the
date of adoption.
The Company elected to recognize compensation expense on a straight-line
basis over the requisite service period for the entire award (that is, over the
requisite service period of the last separately vesting portion of the award).
The Compnay estimated fair value using the Black-Scholes valuation model. The
Company granted 687,250 options during the quarter ended June 30, 2007.
Recent Accounting Pronouncements- In February 2006, the FASB issued FAS No.
155, Accounting for Certain Hybrid Instruments ("FAS 155"), an amendment of FASB
Statements No. 133 and 140. Among other things, FAS 155: (i) permits fair value
re-measurement for any hybrid financial instrument that contains an embedded
derivative that otherwise would require bifurcation; (ii) clarifies which
interest-only strips and principal-only strips are not subject to the
requirements of FAS 133; (iii) establishes a requirement to evaluate interests
in securitized financial assets to identify interests that are freestanding
derivatives or that are hybrid financial instruments that contain an embedded
derivative requiring bifurcation; (iv) clarifies that concentrations of credit
risk in the form of subordination are not embedded derivatives; and (v) amends
FAS 140 to eliminate the prohibition on a qualifying special-purpose entity from
holding a derivative financial instrument that pertains to a beneficial interest
other than another derivative financial instrument. FAS 155 was effective for
all financial instruments acquired or issued by the Company after January 1,
2007. Securitized interests which only contain an embedded derivative that is
tied to the prepayment risk of the underlying prepayable financial assets and
for which the investor does not control the right to accelerate the settlement
of such financial assets are excluded under a scope exception adopted by the
FASB. None of the Company's assets were subject to FAS 155 as a result of this
scope exception. Therefore, the Company has continued to record changes in the
market value of its investment securities through Other Comprehensive Income, a
component of stockholders' equity. Therefore, the adoption of FAS 155 did not
have any impact on the Company's consolidated financial statements.
In July 2006, the FASB issued FASB Interpretation No. 48, Accounting for
Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109 ("FIN
48"), and related implementation issues. FIN 48 clarifies the accounting for
uncertainty in income taxes recognized in an entity's financial statements in
accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN 48
prescribes a threshold and measurement attributes for recognition in the
financial statements of an asset or liability resulting from a tax position
taken or expected to be taken in a tax return. FIN 48 also provides guidance on
derecognition, classification, interest and penalties, accounting in interim
periods, disclosure and transition. FIN 48 was effective for the Company on
January 1, 2007. There was no impact to the Company's financial statements from
implementing this new standard.
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements
("SFAS 157"). SFAS 157 defines fair value, establishes a framework for measuring
fair value and requires enhanced disclosures about fair value measurements. SFAS
157 requires companies to disclose the fair value of its financial instruments
according to a fair value hierarchy (i.e., levels 1, 2, and 3, as defined).
Additionally, companies are required to provide enhanced disclosure regarding
instruments in the level 3 category (which require significant management
judgment), including a reconciliation of the beginning and ending balances
separately for each major category of assets and liabilities. SFAS 157 is
effective for the Company on January 1, 2008. The Company is currently
evaluating the impact that the adoption of SFAS 157 may have on its consolidated
financial statements.
8
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for
Financial Assets and Financial Liabilities- Including an amendment of FASB
Statement No. 115 ("SFAS 159"). SFAS 159 permits entities to choose to measure
many financial instruments and certain other items at fair value. Unrealized
gains and losses on items for which the fair value option has been elected will
be recognized in earnings at each subsequent reporting date FAS 159 is effective
for the Company commencing January 1, 2008. The Company is currently evaluating
the impact that the adoption of SFAS 159 will have on its consolidated financial
statements.
In June, 2007, the American Institute of Certified Public Accountants
(AICPA) issued Statement of Position (SOP) 07-1, Clarification of the Scope of
the Audit and Accounting Guide Investment Companies and Accounting for Parent
Companies and Equity Method Investors for Investments in Investment Companies.
This SOP provides guidance for determining whether an entity is within the scope
of the AICPA Audit and Accounting Guide Investment Companies (the Guide).
Entities that are within the scope of the Guide are required, among other
things, to carry their investments at fair value, with changes in fair value
included in earnings. The provisions of this SOP are effective for the Company
on January 1, 2008. The Company is currently evaluating this new guidance and
has not determined whether it will be required to apply the provisions of the
Guide in presenting its financial statements.
Proposed FASB Staff Position - The FASB issued a proposed FSP FAS 140-d
relating to FASB Statement No. 140, Accounting for Transfers of Financial Assets
and Repurchase Financing Transactions to address questions where assets
purchased from a particular counterparty and financed through a repurchase
agreement with the same counterparty can be considered and accounted for as
separate transactions. Currently, the Company records such assets and the
related financing on a gross basis in the consolidated statement of financial
condition, and the corresponding interest income and interest expense in the
Company's consolidated statement of operations and comprehensive income (loss).
For assets representing available-for-sale investment securities, as in the
Company's case, any change in fair value is reported through other comprehensive
income under SFAS 115, with the exception of impairment losses, which are
recorded in the consolidated statement of operations and comprehensive (loss)
income as realized losses.
FASB's staff position requires that all of the following criteria be met in
order to continue the application of SFAS 140 as described above: (1) the
initial transfer of and repurchase financing cannot be contractually contingent;
(2) the repurchase financing entered into between the parties provides full
recourse to the transferee and the repurchase price is fixed; (3) the financial
asset has an active market and the transfer is executed at market rates; (4) the
borrower maintains the right to the collateral and the lender cannot re-pledge
the asset prior to settlement of the repurchase agreement; and (4) the
repurchase agreement and financial asset do not mature simultaneously.
At this time, the Company believes that its purchases and subsequent
financing through repurchase agreements with the same counterparty meet the
criteria enumerated in the proposed FSP FAS 140 for treatment as a non-linked
transfer and repurchase under SFAS No. 140 and the Company believes that if the
FSP is ultimately issued in substantially its current form, there will be no
effect on the manner in which the Company records such assets, their financings,
and the corresponding interest income and interest expense. FSP FAS 140 may be
subject to significant changes prior to finalization, which may impact the
Company's current assessment of its impact upon adoption.
9
2. MORTGAGE-BACKED SECURITIES
The following tables present the Company's available-for-sale
Mortgage-Backed Securities portfolio as of June 30, 2007 and December 31, 2006,
which are carried at their fair value:
Federal Home Loan Federal National Government National Total Mortgage-
June 30, 2007 Mortgage Mortgage Mortgage Backed Securities
Corporation Association Association
------------------- ------------------ ------------------- --------------------
(dollars in thousands)
Mortgage-Backed
Securities, gross $14,081,872 $24,478,522 $ 384,883 $38,945,277
Unamortized discount (24,236) (50,345) (530) (75,111)
Unamortized premium 101,349 183,171 2,738 287,258
------------------- ------------------ ------------------- --------------------
Amortized cost 14,158,985 24,611,348 387,091 39,157,424
Gross unrealized gains 4,456 4,675 106 9,237
Gross unrealized losses (209,565) (349,782) (4,312) (563,659)
------------------- ------------------ ------------------- --------------------
Estimated fair value $13,953,876 $24,266,241 $ 382,885 $38,603,002
=================== ================== =================== ====================
Amortized Cost Gross Unrealized Gross Unrealized Estimated Fair Value
Gains Losses
------------------- ------------------ ------------------- --------------------
Adjustable rate $ 9,506,059 $ 6,276 ($94,550) $ 9,417,785
Fixed rate 29,651,365 2,961 (469,109) 29,185,217
------------------- ------------------ ------------------- --------------------
Total $39,157,424 $ 9,237 ($563,659) $38,603,002
=================== ================== =================== ====================
Federal Home Loan Federal National Government National Total Mortgage-
December 31, 2006 Mortgage Mortgage Mortgage Backed Securities
Corporation Association Association
------------------- ------------------ ------------------- --------------------
(dollars in thousands)
Mortgage-Backed
Securities, gross $10,675,235 $19,085,218 $ 324,338 $30,084,791
Unamortized discount (21,332) (56,517) (204) (78,053)
Unamortized premium 82,707 133,164 3,271 219,142
------------------- ------------------ ------------------- --------------------
Amortized cost 10,736,610 19,161,865 327,405 30,225,880
Gross unrealized gains 35,174 74,498 366 110,038
Gross unrealized losses (73,125) (92,548) (2,736) (168,409)
------------------- ------------------ ------------------- --------------------
Estimated fair value $10,698,659 $19,143,815 $ 325,035 $30,167,509
=================== ================== =================== ====================
Amortized Cost Gross Unrealized Gross Unrealized Estimated Fair Value
Gains Losses
------------------- ------------------ ------------------- --------------------
Adjustable rate $ 8,546,363 $ 12,764 ($61,483) $ 8,497,644
Fixed rate 21,679,517 97,274 (106,926) 21,669,865
------------------- ------------------ ------------------- --------------------
Total $30,225,880 $ 110,038 ($168,409) $30,167,509
=================== ================== =================== ====================
10
Actual maturities of Mortgage-Backed Securities are generally shorter than
stated contractual maturities. Actual maturities of the Company's
Mortgage-Backed Securities are affected by the contractual lives of the
underlying mortgages, periodic payments of principal, and prepayments of
principal. The following table summarizes the Company's Mortgage-Backed
Securities on June 30, 2007 and December 31, 2006 according to their estimated
weighted-average life classifications:
June 30, 2007 December 31, 2006
Weighted-Average Life Fair Value Amortized Cost Fair Value Amortized Cost
--------------------------------------------- -------------- ------------- --------------
(dollars in thousands)
Less than one year $ 283,444 $ 281,006 $ 379,967 $ 382,268
Greater than one year and less
than five years 19,900,291 20,174,316 21,788,975 21,851,659
Greater than or equal to five
years 18,419,267 18,702,102 7,998,567 7,991,953
------------- -------------- ------------- --------------
Total $ 38,603,002 $ 39,157,424 $ 30,167,509 $ 30,225,880
============= ============== ============= ==============
The weighted-average lives of the Mortgage-Backed Securities at June 30,
2007 and December 31, 2006 in the table above are based upon data provided
through subscription-based financial information services, assuming constant
principal prepayment rates to the reset date of each security. The prepayment
model considers current yield, forward yield, steepness of the yield curve,
current mortgage rates, mortgage rate of the outstanding loans, loan age, margin
and volatility.
Mortgage-Backed Securities with a carrying value of $7.7 billion were in a
continuous unrealized loss position over 12 months at June 30, 2007 in the
amount of $206.9 million. Mortgage-Backed Securities with a carrying value of
$29.2 billion were in a continuous unrealized loss position for less than 12
months at June 30, 2007 in the amount of $356.7 million. Mortgage-Backed
Securities with a carrying value of $7.0 billion were in a continuous unrealized
loss position over 12 months at December 31, 2006 in the amount of $138.2
million. Mortgage-Backed Securities with a carrying value of $6.4 billion were
in a continuous unrealized loss position for less than 12 months at December 31,
2006 in the amount of $30.2 million. The decline in value of these securities is
solely due to market conditions and not the quality of the assets. All of the
Mortgage-Backed Securities are "AAA" rated or carry an implied "AAA" rating.
During the quarters ended June 30, 2007 and 2006, the Company recorded
impairment losses of $698,000 and $20.1 million, respectively. For the six
months ended June 30, 2007 and 2006, the Company recorded impairment losses of
$1.2 and $46.8 million. The remaining investments are not considered
other-than-temporarily impaired since the Company currently has the ability and
intent to hold the investments to maturity or for a period of time, sufficient
for a forecasted market price recovery up to or beyond the cost of the
investments. Also, the Company is guaranteed payment of the principal amount of
the securities.
The adjustable rate Mortgage-Backed Securities are limited by periodic caps
(generally interest rate adjustments are limited to no more than 1% every nine
months) and lifetime caps. The weighted average lifetime cap was 10.11% at June
30, 2007 and 9.8% at December 31, 2006.
During the quarter and six months ended June 30, 2007 the Company realized
$7.3 million in net gains and $13.4 million in net gains from sales of
Investment Securities. During the quarter and six months ended June 30, 2006,
the Company realized $1.2 million and $8.2 million in net losses from sales of
Mortgage-Backed Securities, respectively.
3. AGENCY DEBENTURES
At June 30, 2007, the Company owned agency debentures with a market value
of approximately $150.5 million, including the unrealized loss of approximately
$5.8 million. At December 31, 2006, the Company owned agency debentures with a
market value of $49.5 million, including the unrealized loss of $120,000.
11
4. REPURCHASE AGREEMENTS
The Company had outstanding $35.1 billion and $27.5 billion of repurchase
agreements with weighted average borrowing rates of 5.10% and 5.14%, and
weighted average remaining maturities of 209 days and 125 days as of June 30,
2007 and December 31, 2006, respectively. Investment Securities pledged as
collateral under these repurchase agreements had an estimated fair value of
$37.1 billion at June 30, 2007 and $28.6 billion at December 31, 2006.
At June 30, 2007 and December 31, 2006, the repurchase agreements had the
following remaining maturities:
June 30, 2007 December 31, 2006
(dollars in thousands)
------------------------------------------
Within 30 days $ 28,007,692 $ 22,778,703
30 to 59 days 3,836,164 2,285,317
60 to 89 days 350,000 200,000
90 to 119 days 200,000 -
Over 120 days 2,700,000 2,250,000
--------------------- --------------------
Total $ 35,093,856 $ 27,514,020
===================== ====================
The Company did not have an amount at risk greater than 10% of the equity
of the Company with any individual counterparty as of June 30, 2007.
The Company had an amount at risk greater than 10% of the equity of the
Company with the following counterparty at December 31, 2006.
Amount at risk(1) Weighted average
(dollars in thousands) days to maturity
---------------------- --------------------
UBS Securities LLC $ 179,959 121
(1) Equal to the sum of fair value of securities sold plus accrued interest
income minus the sum of repurchase agreements plus accrued interest
expense.
As of June 30, 2007, the Company has entered into repurchase agreements
which provide the counterparty with the right to call the balance prior to
maturity date. These repurchase agreements totaled $2.8 billion and the
redemption value of the option to call was estimated at $11.2 million.
Management has determined that the call option is not required to be bifurcated
under the provisions of SFAS 133 as it is deemed clearly and closely related to
the debt instrument, therefore the option value is not recorded in the
consolidated financial statements.
5. INTEREST RATE SWAPS
In connection with the Company's interest rate risk management strategy,
the Company hedges a portion of its interest rate risk by entering into
derivative financial instrument contracts. As of June 30, 2007, such instruments
are comprised of interest rate swaps, which in effect modify the cash flows on
repurchase agreements. The use of interest rate swaps creates exposure to credit
risk relating to potential losses that could be recognized if the counterparties
to these instruments fail to perform their obligations under the contracts. In
the event of a default by the counterparty, the Company could have difficulty
obtaining its Mortgage-Backed Securities pledged as collateral for swaps. The
Company does not anticipate any defaults by its counterparties.
The Company's swaps are used to lock-in the fixed rate related to a portion
of its current and anticipated future 30-day term repurchase agreements.
12
The table below presents information about the Company's swaps outstanding
at June 30, 2007.
Notional Amount Weighted Weighted Net Estimated Fair
(dollars in thousands) Average Pay Average Value/Carrying Value
Rate Receive Rate (dollars in thousands)
------------------------- --------------- --------------- ----------------------
$12,768,000 5.10% 5.32% $92,566
6. PREFERRED STOCK AND COMMON STOCK
(A) Common Stock Issuances
On March 7, 2007, the Company entered into an underwriting agreement
pursuant to which it sold 57,500,500 shares of its common stock for net proceeds
following underwriting fees of approximately $737.4 million. This transaction
settled on March 13, 2007.
On August 3, 2006, the Company entered into an ATM Equity Offering(sm)
Sales Agreement with Merrill Lynch & Co. and Merrill Lynch, Pierce, Fenner &
Smith Incorporated, relating to the sale of shares of its common stock from time
to time through Merrill Lynch. Sales of the shares, if any, will be made by
means of ordinary brokers' transaction on the New York Stock Exchange. During
the quarter and six months ended June 30, 2007, 3,529,300 shares of the
Company's common stock were issued pursuant to this program, totaling $51.2
million in net proceeds.
On August 3, 2006, the Company entered into an ATM Equity Sales Agreement
with UBS Securities LLC, relating to the sale of shares of its common stock from
time to time through UBS Securities. Sales of the shares, if any, will be made
by means of ordinary brokers' transaction on the New York Stock Exchange. During
the quarter and six months ended June 30, 2007, 1,051,900 shares of the
Company's common stock were issued pursuant to this program, totaling $14.7
million in net proceeds.
During the quarter ended and six months ended June 30, 2007, the Company
raised $29.5 million by issuing 1,911,319 shares through the Direct Purchase and
Dividend Reinvestment Program and there were no such transactions during the
quarter ended and six months ended June 30, 2006.
During the quarter ended June 30, 2007, 5,438 options were exercised under
the Long-Term Stock Incentive Plan, or Incentive Plan, for an aggregate exercise
price of $63,733 and there were no options exercised during the quarter ended
June 30, 2006. During the six months ended June 30, 2007 and June 30, 2006,
47,238 options were exercised for an aggregate exercise price of $481,122, and
16,725 shares for an aggregate exercise price of $135,900 respectively.
On April 6, 2006, the Company entered into an underwriting agreement
pursuant to which it sold 39,215,000 shares of its common stock for net proceeds
before expenses of approximately $437,737,438. On April 6, 2006, the Company
entered into a second underwriting agreement pursuant to which it sold 4,600,000
shares of its 6% Series B Cumulative Convertible Preferred Stock for net
proceeds before expenses of approximately $111,550,000. Each of these
transactions settled on April 12, 2006.
(B) Preferred Stock
At June 30, 2007, the Company had issued and outstanding 7,412,500 shares
of Series A Cumulative Redeemable Preferred Stock, with a par value $0.01 per
share and a liquidation preference of $25.00 per share plus accrued and unpaid
dividends (whether or not declared). The Series A preferred stockholders must be
paid a dividend at a rate of 7.875% per year on the $25.00 liquidation
preference before the common stock is entitled to receive any dividends. The
Series A preferred stock is redeemable at $25.00 per share plus accrued and
unpaid dividends (whether or not declared) exclusively at the Company's option
commencing on April 5, 2009 (subject to the Company's right under limited
circumstances to redeem the Series A preferred stock earlier in order to
preserve its qualification as a REIT). The Series A preferred stock is senior to
the Company's common stock and is on parity with the Series B preferred stock
with respect to dividends and distributions, including distributions upon
liquidation, dissolution or winding up. The Series A preferred stock generally
does not have any voting rights, except if the Company fails to pay dividends on
the Series A preferred stock for six or more quarterly periods (whether or not
consecutive). Under such circumstances, the Series A preferred stock, together
with the Series B preferred stock, will be entitled to vote to elect two
additional directors to the Board, until all unpaid dividends have been paid or
declared and set apart for payment. In addition, certain material and adverse
changes to the terms of the Series A preferred stock cannot be made without the
affirmative vote of holders of at least two-thirds of the outstanding shares of
Series A preferred stock and Series B preferred stock. Through June 30, 2007,
the Company had declared and paid all required quarterly dividends on the Series
A preferred stock.
13
At June 30, 2007, the Company also had issued and outstanding 4,600,000
shares of Series B Cumulative Convertible Preferred Stock, with a par value
$0.01 per share and a liquidation preference of $25.00 per share plus accrued
and unpaid dividends (whether or not declared). The Series B preferred
stockholders must be paid a dividend at a rate of 6% per year on the $25.00
liquidation preference before the common stock is entitled to receive any
dividends.
The Series B preferred stock is not redeemable. The Series B preferred
stock is convertible into shares of common stock at a conversion rate that
adjusts from time to time upon the occurrence of certain events, including if
the Company distributes to its common shareholders in any calendar quarter cash
dividends in excess of $0.11 per share. Initially, the conversion rate was
1.7730 shares of common shares per $25 liquidation preference. Commencing April
5, 2011, the Company has a right in certain circumstances to convert each Series
B preferred stock into a number of common shares based upon the then prevailing
conversion rate. The Series B preferred stock is also convertible into common
shares at the option of the Series B preferred shareholder at any time at the
then prevailing conversion rate. The Series B preferred stock is senior to the
Company's common stock and is on parity with the Series A preferred stock with
respect to dividends and distributions, including distributions upon
liquidation, dissolution or winding up. The Series B preferred stock generally
does not have any voting rights, except if the Company fails to pay dividends on
the Series B preferred stock for six or more quarterly periods (whether or not
consecutive). Under such circumstances, the Series B preferred stock, together
with the Series A preferred stock, will be entitled to vote to elect two
additional directors to the Board, until all unpaid dividends have been paid or
declared and set apart for payment. In addition, certain material and adverse
changes to the terms of the Series B preferred stock cannot be made without the
affirmative vote of holders of at least two-thirds of the outstanding shares of
Series B preferred stock and Series A preferred stock. Through June 30, 2007,
the Company had declared and paid all required quarterly dividends on the Series
B preferred stock.
(C) Distributions to Shareholders
During the quarter ended June 30, 2007, the Company declared dividends to
common shareholders totaling $64.7 million or $0.24 per share, which were paid
on July 26, 2007. During the quarter ended June 30, 2007, the Company declared
dividends to Series A Preferred shareholders totaling approximately $3.6 million
or $0.492188 per share, and Series B shareholders totaling approximately $1.7
million or $0.375 per share, which were paid on July 2, 2007.
7. NET INCOME (LOSS) PER COMMON SHARE
The following table presents a reconciliation of the net income (loss) and
shares used in calculating basic and diluted earnings per share for the quarters
and six months ended June 30, 2007 and 2006.
14
For the Quarters Ended For the Six Months Ended
June 30, June 30, June 30, June 30,
2007 2006 2007 2006
(dollars in thousands)
------------------------------------------------
Net income (loss) $85,733 $8,578 $153,165 ($2,371)
Less: Preferred stock dividends 5,373 5,163 10,746 8,811
---------- ------------ ------------ -----------
Net income (loss) available (related) to common
shareholders, prior to adjustment for Series B
dividends, if
necessary $80,360 $3,415 $142,419 ($11,182)
Add: Preferred Series B dividends, if Series B
shares are dilutive 1,725 1,515 3,450 1,515
---------- ------------ ------------ -----------
Net income (loss) available (related) to common
shareholders $82,085 $4,930 $145,869 ($9,667)
========== ============ ============ ===========
Weighted average shares of common stock
outstanding-basic 264,990 158,633 241,372 141,477
Add: Effect of dilutive stock options 228 71 191 -
Series B Cumulative Convertible
Preferred Stock 8,361 - 8,361 -
---------- ------------ ------------ -----------
Weighted average shares of common stock
outstanding-
diluted 273,579 158,704 249,924 141,477
========== ============ ============ ===========
Options to purchase 2,471,375 shares of common stock were outstanding and
considered anti-dilutive as their exercise price exceeded the average stock
price for the quarter ended June 30, 2007. The Series B Cumulative convertible
preferred stock and options to purchase 2,990,430 shares of common stock were
anti-dilutive for the six months ended June 30, 2006, because the Company had a
net loss related to common shareholders for the six months ended June 30, 2006,
and options to purchase 2,990,430 shares of common stock were considered
anti-dilutive for the quarter ended June 30, 2006. Under the if converted
method, 7,182,019 shares would be converted to common stock if they are
converted; however, the conversion would have an anti-dilutive effect for the
quarter and six months ended June 30, 2006.
8. LONG-TERM STOCK INCENTIVE PLAN
The Company has adopted a long- term stock incentive plan for executive
officers, key employees and non-employee directors (the "Incentive Plan"). The
Incentive Plan authorizes the Compensation Committee of the board of directors
to grant awards, including non-qualified options as well as incentive stock
options as defined under Section 422 of the Code. The Incentive Plan authorizes
the granting of options or other awards for an aggregate of the greater of
500,000 shares or 9.5% of the diluted outstanding shares of the Company's common
stock, up to ceiling of 8,932,921 shares. Stock options are issued at the
current market price on the date of grant, subject to an immediate or four year
vesting in four equal installments with a contractual term of 5 or 10 years. The
grant date fair value is calculated using the Black-Scholes option valuation
model.
For the six months ended June 30,
2007 2006
Number of Weighted Average Number of Weighted Average
Shares Exercise Price Shares Exercise Price
----------- ---------------- ------------ ----------------
Options outstanding at the beginning of
period 2,984,995 $15.10 2,333,593 $16.10
Granted 687,250 15.69 737,205 11.72
Exercised (47,238) 10.91 (16,725) 8.21
Forfeited (174,240) 16.06 (60,000) 15.39
Expired (5,000) 20.35 (3,688) 13.69
----------- ---------------- ------------ ----------------
Options outstanding at end of period 3,445,767 $15.22 2,990,430 $15.08
=========== ================ ============ ================
Options exercisable at end of period 1,294,504 $14.97 970,556 $14.49
=========== ================ ============ ================
15
The weighted average remaining contractual term was approximately 7.5 years
for all outstanding stock options and approximately 5.8 years for stock options
exercisable as of June 30, 2007. As of June 30, 2006, there was approximately
$3.5 million of total unrecognized compensation cost related to nonvested
share-based compensation awards. That cost is expected to be recognized over a
weighted average period of 3.0 years.
The following table summarizes information about stock options outstanding
at June 30, 2007:
Weighted
Weighted Average
Average Remaining Weighted Weighted Average
Exercise Contractual Average Remaining
Range of Total Price on Life (Years) Total Exercise Contractual Life
Exercise Options Total on Total Options Price on (Years) on
Prices Outstanding Outstanding Outstanding Exercisable Exercisable Exercisable
--------------- -------------- -------------- -------------- ------------ ------------ -----------------
$7.94-$19.99 3,440,767 $15.22 7.5 1,289,504 $14.88 5.8
$20.00-$29.99 5,000 20.70 1.0 5,000 20.70 1.0
-------------- -------------- -------------- ------------ ------------ -----------------
3,445,767 $15.22 7.5 1,294,504 $14.90 5.8
============== ============== ============== ============ ============ =================
9. INCOME TAXES
As a REIT, the Company is not subject to federal income tax on earnings
distributed to its shareholders. Most states recognize REIT status as well. The
Company has decided to distribute the majority of its income and retain a
portion of the permanent difference between book and taxable income arising from
Section 162(m) of the Code pertaining to employee remuneration.
During the quarter and six months ended June 30, 2007, the Company recorded
approximately $497,000 and $925,000, respectively, of income tax expense for
income attributable to FIDAC, its taxable REIT subsidiary, and the portion of
earnings retained based on Section 162(m) limitations. During the quarter and
six months ended June 30, 2007, the Company recorded approximately $342,000 and
$2.5 million, respectively, of income tax expense for a portion of earnings
retained based on Section 162(m) limitations. The statutory combined federal,
state, and city corporate tax rate is 45%. This amount is applied to the amount
of estimated REIT taxable income retained (if any, and only up to 10% of
ordinary income as all capital gain income is distributed) and to taxable income
earned at the taxable subsidiaries. Thus, as a REIT, the Company's effective tax
rate is significantly less as it is allowed to deduct dividend distributions.
During the quarter and six months ended June 30, 2006, the Company recorded
$827,000 and $2.4 million of income tax expense for income attributable to
FIDAC, its taxable REIT subsidiary, and the portion of earnings retained based
on Code Section 162(m) limitations. During the quarter and six months ended June
30, 2006, the Company recorded $1.1 million and $1.5 million of income tax
expense for a portion of earnings retained based on Section 162(m) limitations,
respectively.
10. LEASE COMMITMENTS
The Company has a noncancelable lease for office space, which commenced in
May 2002 and expires in December 2009. The Company's aggregate future minimum
lease payments are as follows:
*T
Total per Year
(dollars in thousands)
2007 (remainder) $266
2008 532
2009 532
----------------------
Total remaining lease payments $1,330
======================
16
11. INTEREST RATE RISK
The primary market risk to the Company is interest rate risk. Interest
rates are highly sensitive to many factors, including governmental monetary and
tax policies, domestic and international economic and political considerations
and other factors beyond the Company's control. Changes in the general level of
interest rates can affect net interest income, which is the difference between
the interest income earned on interest-earning assets and the interest expense
incurred in connection with the interest-bearing liabilities, by affecting the
spread between the interest-earning assets and interest-bearing liabilities.
Changes in the level of interest rates also can affect the value of the
Investment Securities and the Company's ability to realize gains from the sale
of these assets. A decline in the value of the Investment Securities pledged as
collateral for borrowings under repurchase agreements could result in the
counterparties demanding additional collateral pledges or liquidation of some of
the existing collateral to reduce borrowing levels. Liquidation of collateral at
losses could have an adverse accounting impact.
The Company seeks to manage the extent to which net income changes as a
function of changes in interest rates by matching adjustable-rate assets with
variable-rate borrowings. The Company may seek to mitigate the potential impact
on net income of periodic and lifetime coupon adjustment restrictions in the
portfolio of Investment Securities by entering into interest rate agreements
such as interest rate caps and interest rate swaps. As of June 30, 2007, the
Company entered into interest rate swaps to pay a fixed rate and receive a
floating rate of interest, with total notional amount of $12.8 billion.
Changes in interest rates may also have an effect on the rate of mortgage
principal prepayments and, as a result, prepayments on Mortgage-Backed
Securities. The Company will seek to mitigate the effect of changes in the
mortgage principal repayment rate by balancing assets purchased at a premium
with assets purchased at a discount. To date, the aggregate premium exceeds the
aggregate discount on the Mortgage-Backed Securities. As a result, prepayments,
which result in the expensing of unamortized premium, will reduce net income
compared to what net income would be absent such prepayments.
12. CONTINGENCIES
From time to time, the Company is involved in various claims and legal
actions arising in the ordinary course of business. In the opinion of
management, the ultimate disposition of these matters will not have a material
effect on the Company's consolidated financial statements.
13. SUBSEQUENT EVENTS
On July 12, 2007 the Company entered into an underwriting agreement
pursuant to which it sold 54,050,000 shares of its common stock for proceeds of
$720.7 million net of underwriting fees.
The current situation in the sub-prime mortgage sector, and the current
weakness in the broader mortgage market, could adversely affect one or more of
the Company's lenders and could cause one or more of the Company's lenders to be
unwilling or unable to provide it with additional financing. This could
potentially increase the Company's financing costs and reduce liquidity. If one
or more major market participants fails, it could negatively impact the
marketability of all fixed income securities, including government mortgage
securities, and this could negatively impact the value of the securities in the
Company's portfolio, thus reducing its net book value. Furthermore, if many of
the Company's lenders are unwilling or unable to provide it with additional
financing, we could be forced to sell our Investment Securities at an
inopportune time when prices are depressed. Even with the current situation in
the sub-prime mortgage sector, the Company does not anticipate having difficulty
converting its assets to cash or extending financing term, due to the fact that
its investment securities have an actual or implied "AAA" rating and principal
payment is guaranteed.
17
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
-------------------------------------------------------------------------------
OF OPERATIONS
-------------
Special Note Regarding Forward-Looking Statements
Certain statements contained in this quarterly report, and certain
statements contained in our future filings with the Securities and Exchange
Commission (the "SEC" or the "Commission"), in our press releases or in our
other public or shareholder communications may not be based on historical facts
and are "forward-looking statements" within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. Forward-looking statements, which are based on various
assumptions, (some of which are beyond our control) may be identified by
reference to a future period or periods, or by the use of forward-looking
terminology, such as "may," "will," "believe," "expect," "anticipate,"
"continue," or similar terms or variations on those terms, or the negative of
those terms. Actual results could differ materially from those set forth in
forward-looking statements due to a variety of factors, including, but not
limited to, changes in interest rates, changes in yield curve, changes in
prepayment rates, the availability of mortgage-backed securities for purchase,
the availability of financing, and, if available, the terms of any financings,
changes in the market value of our assets, changes in business conditions and
the general economy, and risks associated with the investment advisory business
of FIDAC, including the removal by FIDAC's clients of assets FIDAC manages,
FIDAC's regulatory requirements, and competition in the investment advisory
business, changes in governmental regulations affecting our business, and our
ability to maintain our classification as a REIT for federal income tax
purposes. For a discussion of the risks and uncertainties which could cause
actual results to differ from those contained in the forward-looking statements,
see our most recent Annual Report on Form 10-K and any subsequent Quarterly
Reports on Form 10-Q. We do not undertake and specifically disclaim any
obligation, to publicly release the result of any revisions which may be made to
any forward-looking statements to reflect the occurrence of anticipated or
unanticipated events or circumstances after the date of such statements.
Overview
We are a REIT that owns and manages a portfolio of mortgage-backed
securities. Our principal business objective is to generate net income for
distribution to our stockholders from the spread between the interest income on
our investment securities and the costs of borrowing to finance our acquisition
of investment securities and from dividends we receive from FIDAC. FIDAC is our
wholly-owned taxable REIT subsidiary, and is a registered investment advisor
that generates advisory and service fee income. We also have a majority interest
in an investment fund.
We are primarily engaged in the business of investing, on a leveraged
basis, in mortgage pass-through certificates, collateralized mortgage
obligations and other mortgage-backed securities representing interests in or
obligations backed by pools of mortgage loans (collectively, "Mortgage-Backed
Securities"). We also invest in Federal Home Loan Bank ("FHLB"), Federal Home
Loan Mortgage Corporation ("FHLMC"), and Federal National Mortgage Association
("FNMA") debentures. The Mortgage-Backed Securities and agency debentures are
collectively referred to herein as "Investment Securities."
Under our capital investment policy, at least 75% of our total assets must
be comprised of high-quality mortgage-backed securities and short-term
investments. High quality securities means securities that (1) are rated within
one of the two highest rating categories by at least one of the nationally
recognized rating agencies, (2) are unrated but are guaranteed by the United
States government or an agency of the United States government, or (3) are
unrated but we determine them to be of comparable quality to rated high-quality
mortgage-backed securities.
The remainder of our assets, comprising not more than 25% of our total
assets, may consist of other qualified REIT real estate assets which are unrated
or rated less than high quality, but which are at least "investment grade"
(rated "BBB" or better by Standard & Poor's Corporation ("S&P") or the
equivalent by another nationally recognized rating agency) or, if not rated, we
determine them to be of comparable credit quality to an investment which is
rated "BBB" or better. In addition, we may directly or indirectly invest part of
this remaining 25% of our assets in other types of securities, including without
limitation, unrated debt, equity or derivative securities, to the extent
consistent with our REIT qualification requirements. The derivative securities
in which we invest may include securities representing the right to receive
interest only or a disproportionately large amount of interest, as well as
inverse floaters, which may have imbedded leverage as part of their structural
characteristics.
18
We may acquire Mortgage-Backed Securities backed by single-family
residential mortgage loans as well as securities backed by loans on
multi-family, commercial or other real estate-related properties. To date, all
of the Mortgage-Backed Securities that we have acquired have been backed by
single-family residential mortgage loans.
We have elected to be taxed as a REIT for federal income tax purposes.
Pursuant to the current federal tax regulations, one of the requirements of
maintaining our status as a REIT is that we must distribute at least 90% of our
REIT taxable income (determined without regard to the deduction for dividends
paid and by excluding any net capital gain) to our stockholders, subject to
certain adjustments.
The results of our operations are affected by various factors, many of
which are beyond our control. Our results of operations primarily depend on,
among other things, our net interest income, the market value of our assets and
the supply of and demand for such assets. Our net interest income, which
reflects the amortization of purchase premiums and accretion of discounts,
varies primarily as a result of changes in interest rates, borrowing costs and
prepayment speeds, the behavior of which involves various risks and
uncertainties. Prepayment speeds, as reflected by the Constant Prepayment Rate,
or CPR, and interest rates vary according to the type of investment, conditions
in financial markets, competition and other factors, none of which can be
predicted with any certainty. In general, as prepayment speeds on our
Mortgage-Backed Securities portfolio increase, related purchase premium
amortization increases, thereby reducing the net yield on such assets. The CPR
on our Mortgage Backed-Securities portfolio averaged 15% and 19% for the
quarters ended June 30, 2007 and 2006, respectively. Since changes in interest
rates may significantly affect our activities, our operating results depend, in
large part, upon our ability to effectively manage interest rate risks and
prepayment risks while maintaining our status as a REIT.
The current situation in the sub-prime mortgage sector, and the current
weakness in the broader mortgage market, could adversely affect one or more of
the Company's lenders and could cause one or more of the Company's lenders to be
unwilling or unable to provide it with additional financing. This could
potentially increase the Company's financing costs and reduce liquidity. If one
or more major market participants fails, it could negatively impact the
marketability of all fixed income securities, including government mortgage
securities, and this could negatively impact the value of the securities in the
Company's portfolio, thus reducing its net book value. Furthermore, if many of
the Company's lenders are unwilling or unable to provide it with additional
financing, the Company could be forced to sell our Investment Securities at an
inopportune time when prices are depressed. Even with the current situation in
the sub-prime mortgage sector, the Company does not anticipate having difficulty
converting its assets to cash or extending financing term, due to the fact that
its investment securities have an actual or implied "AAA" rating and principal
payment is guaranteed.
The table below provides quarterly information regarding our average
balances, interest income, yield on assets, average repurchase agreement
balances, interest expense, cost of funds, net interest income and net interest
rate spreads for the quarterly periods presented.
Average Yield on Average Net
Investment Total Average Average Cost Net Interest
Securities Interest Investment Repurchase Interest of Interest Rate
Held (1) Income Securities Agreements Expense Funds Income Spread
--------------------------------------------------------------------------------------------------------------------
Quarter Ended
June 30, 2007 $38,822,274 $556,262 5.73% $36,560,359 $468,748 5.13% $87,514 0.60%
Quarter Ended
March 31, 2007 $31,682,974 $449,564 5.68% $29,834,208 $380,164 5.10% $69,400 0.58%
Quarter Ended
December 31, 2006 $28,888,956 $407,092 5.64% $27,118,402 $349,302 5.15% $57,790 0.49%
Quarter Ended
September 30, 2006 $24,976,876 $339,737 5.44% $23,120,247 $295,726 5.12% $44,011 0.32%
Quarter Ended
June 30, 2006 $21,660,089 $280,171 5.17% $20,060,978 $242,473 4.83% $37,698 0.34%
Quarter Ended
March 31, 2006 $16,590,859 $194,882 4.70% $15,296,893 $167,512 4.38% $27,370 0.32%
(1) Does not reflect unrealized gains/(losses).
19
The following table presents the average CPR experienced on our
Mortgage-Backed Securities portfolio, on an annualized basis, for the quarterly
periods presented.
Quarter Ended CPR
------------- ---
June 30, 2007 15%
March 31, 2007 17%
December 31, 2006 15%
September 30, 2006 16%
June 30, 2006 19%
March 31, 2006 18%
We believe that the CPR in future periods will depend, in part, on changes
in and the level of market interest rates across the yield curve, with higher
CPRs expected during periods of declining interest rates and lower CPRs expected
during periods of rising interest rates.
We continue to explore alternative business strategies, alternative
investments and other strategic initiatives to complement our core business
strategy of investing, on a leveraged basis, in high quality Investment
Securities. No assurance, however, can be provided that any such strategic
initiative will or will not be implemented in the future.
For the purposes of computing ratios relating to equity measures,
throughout this report, equity includes Series B preferred stock, which has been
treated under GAAP as temporary equity.
Critical Accounting Policies
Management's discussion and analysis of financial condition and results of
operations is based on the amounts reported in our financial statements. These
financial statements are prepared in conformity with accounting principles
generally accepted in the United States of America. In preparing the financial
statements, management is required to make various judgments, estimates and
assumptions that affect the reported amounts. Changes in these estimates and
assumptions could have a material effect on our financial statements. The
following is a summary of our policies most affected by management's judgments,
estimates and assumptions.
Market Valuation of Investment Securities: All assets classified as
available-for-sale are reported at fair value, based on market prices. Although
we generally intend to hold most of our Investment Securities until maturity, we
may, from time to time, sell any of our Investment Securities as part our
overall management of our portfolio. Accordingly, we are required to classify
all of our Investment Securities as available-for-sale. Our policy is to obtain
market values from independent sources. Management evaluates securities for
other-than-temporary impairment at least on a quarterly basis, and more
frequently when economic or market concerns warrant such evaluation. The
determination of whether a security is other-than-temporarily impaired involves
judgments and assumptions based on subjective and objective factors.
Consideration is given to (1) the length of time and the extent to which the
fair value has been less than cost, (2) the financial condition and near-term
prospects of the issuer, and (3) the intent and ability of the Company to retain
its investment in the issuer for a period of time sufficient to allow for any
anticipated recovery in fair value. Investments with unrealized losses are not
considered other-than-temporarily impaired if the Company has the ability and
intent to hold the investments for a period of time, to maturity if necessary,
sufficient for a forecasted market price recovery up to or beyond the cost of
the investments. Unrealized losses on Investment Securities that are considered
other than temporary, as measured by the amount of decline in fair value
attributable to factors other than temporary, are recognized in income and the
cost basis of the Investment Securities is adjusted.
Interest income: Interest income is accrued based on the outstanding
principal amount of the Investment Securities and their contractual terms.
Premiums and discounts associated with the purchase of the Investment Securities
are amortized or accreted into interest income over the projected lives of the
securities using the interest method. Our policy for estimating prepayment
speeds for calculating the effective yield is to evaluate historical
performance, Wall Street consensus prepayment speeds, and current market
conditions. If our estimate of prepayments is incorrect, we may be required to
make an adjustment to the amortization or accretion of premiums and discounts
that would have an impact on future income.
20
Repurchase Agreements: We finance the acquisition of our Investment
Securities through the use of repurchase agreements. Repurchase agreements are
treated as collateralized financing transactions and are carried at their
contractual amounts, including accrued interest, as specified in the respective
agreements.
Income Taxes: We have elected to be taxed as a REIT and intend to comply
with the provisions of the Internal Revenue Code of 1986, as amended (or the
Code), with respect thereto. Accordingly, the Company will not be subjected to
federal income tax to the extent of its distributions to shareholders and as
long as certain asset, income and stock ownership tests are met. The Company and
FIDAC have made a joint election to treat FIDAC as a taxable REIT subsidiary. As
such, FIDAC is taxable as a domestic C corporation and subject to federal and
state and local income taxes based upon its taxable income.
Impairment of Intangibles: The Company's acquisition of FIDAC was accounted
for using the purchase method. The cost of FIDAC was allocated to the assets
acquired, including identifiable intangible assets, and the liabilities assumed
based on their estimated fair values at the date of acquisition. The excess of
cost over the fair value of the net assets acquired was recognized as goodwill.
Intangible assets are periodically reviewed for potential impairment. This
evaluation requires significant judgment.
Results of Operations: For the Quarters and Six Months Ended June 30, 2007 and
2006
Net Income Summary
For the quarter ended June 30, 2007, our net income was $85.7 million, or
$0.30 basic net income per average share available to common shareholders, as
compared to net income of $8.6 million, or $0.02 net income per average share
available to common shareholders, for the quarter ended June 30, 2006. We
attribute the increase in total net income for the quarter ended June 30, 2007
from the quarter ended June 30, 2006 to the increased asset base, the increase
in interest rate spread, gains on sales of Mortgage-Backed Securities, and a
decline in losses on other-than-temporarily impaired securities. The increase in
total net income per share was primarily due to the increase in the interest
rate spread from 0.34% to 0.60%. The increase in yield on Investment Securities
to 5.73% for the quarter ended June 30, 2007 from 5.17% for the quarter ended
June 30, 2006 was only partially offset by the increase in cost of funding to
5.13% for the quarter ended June 30, 2007 from 4.83% for the quarter ended June
30, 2006. For the quarter ended June 30, 2007, net investment advisory and
service fees totaled $4.5 million, as compared to $4.4 million for the quarter
ended June 30, 2006. For the quarter ended June 30, 2007, the net gain on sale
of Mortgage-Backed Securities and termination of interest rate swaps was $7.3
million as compared to a $1.2 million loss on sale of Mortgage-Backed Securities
for the quarter ended June 30, 2006. Gross income from trading securities
totaled $243,000 for the quarter ended June 30, 2007. There was no income from
trading securities for the quarter ended June 30, 2006. For the quarter ended
June 30, 2007, the loss on other-than-temporarily impaired securities totaled
$698,000 as compared to $20.1 million for the quarter ended June 30, 2006. For
the quarter ended June 30, 2007, general and administrative expenses totaled
$12.3 million, as compared to $9.0 million for the quarter ended June 30, 2006.
Dividends for the quarter ended June 30, 2007 were $0.24 per share of
common stock, or $64.7 million in total, and $0.492188 per share of Series A
preferred stock, or $3.6 million in total, and $0.375 per share of Series B
preferred stock or $1.7 million in total. Dividends per share for the quarter
ended June 30, 2006 were $0.13 per share of common stock, or $21.3 million in
total and $0.492188 per share of Series A preferred stock, or $3.6 million in
total. The Series B Cumulative preferred stock has been treated under GAAP as
temporary equity. For the purpose of computing ratios relating to equity
measures, the Series B Preferred Stock has been included in equity. Our return
on average equity was 10.49% for the quarter ended June 30, 2007 compared to
2.09% for the quarter ended June 30, 2006.
21
For the six months ended June 30, 2007, our net income was $153.2 million,
or $0.59 net income per average share related to common shareholders, as
compared to net loss of $2.4 million, or $0.08 net loss per average share
available to common shareholders, for the six months ended June 30, 2006. We
attribute the majority of the increase in net income for the six months ended
June 30, 2007 from the six months ended June 30, 2006 to the increase in net
interest spread and decline in realized and unrealized losses. For the six
months ended June 30, 2007, net interest income was $156.9 million, as compared
to $65.1 million for the six months ended June 30, 2006. For the six months
ended June 30, 2007, gain on sale of Mortgage-Backed Securities was $13.4
million, as compared to a $8.2 million loss for the quarter ended June 30, 2006.
Losses on other-than-temporarily impaired securities totaled $1.2 million and
there were no losses of impairment of intangibles for the six months ended June
30, 2007. Losses on other-than-temporarily impaired securities totaled $46.8
million and impairment of intangibles totaled $2.5 million for the six months
ended June 30, 2006. Dividends per share for the six months ended June 30, 2007,
were $0.44 per share of common stock, or $117.2 million in total and $0.984376
per share of Series A preferred stock or $7.3 million in total, and $0.75 per
share of Series B preferred stock, or $3.5 million in total. Dividends per share
for the six months ended June 30, 2006 were $0.24 per share of common stock, or
$34.9 million in total and $0.984376 per share of Series A preferred stock or
$7.3 million in total and $0.329167 per shares of Series B preferred stock, or
$1.5 million in total. Our return on average equity was 10.0% for the six months
ended June 30, 2007 and (0.30%) for the six months ended June 30, 2006.
22
Net Income (Loss) Summary
(dollars in thousands, except for per share data)
-------------------------------------------------
(ratios for the quarters have been annualized)
----------------------------------------------
Quarter Quarter Six Months Ended Six Months Ended
Ended Ended June 30, 2007 June 30, 2006
June 30, 2007 June 30, 2006
----------------- ---------------- ---------------- -----------------
Interest income $ 556,262 $ 280,171 $ 1,005,826 $ 475,053
Interest expense 468,748 242,473 848,912 409,985
----------------- ---------------- ---------------- -----------------
Net interest income 87,514 37,698 156,914 65,068
----------------- ---------------- ---------------- -----------------
Other income (loss):
Investment advisory and service
fees 5,366 5,210 10,928 12,206
Gain (loss) on sale of
investment securities 7,293 (1,239) 13,438 (8,245)
Gain on termination of interest
rate swaps - - 67 -
Income from trading securities 243 - 3,672 -
Loss on other-than-temporarily
impaired
securities (698) (20,114) (1,189) (46,843)
----------------- ---------------- ---------------- -----------------
Total other income (loss) 12,204 (16,143) 26,916 (42,882)
----------------- ---------------- ---------------- -----------------
Expenses:
Distribution fees 861 755 1,765 1,925
General and administrative
expenses 12,272 8,985 25,158 16,162
----------------- ---------------- ---------------- -----------------
Total expenses 13,133 9,740 26,923 18,087
----------------- ---------------- ---------------- -----------------
Impairment of intangible for
customer relationships - (1,345) - (2,493)
----------------- ---------------- ---------------- -----------------
Income (loss) before income taxes
and minority interest 86,585 10,470 156,907 1,606
Income taxes 839 1,892 3,443 3,977
----------------- ---------------- ---------------- -----------------
Income (loss) before minority
interest 85,746 8,578 153,464 (2,371)
Minority interest 13 - 299 -
----------------- ---------------- ---------------- -----------------
Net Income (loss) 85,733 8,578 153,165 (2,371)
Dividends on preferred stock 5,373 5,163 10,746 8,811
----------------- ---------------- ---------------- -----------------
Net income available (loss
related) to
common shareholders $ 80,360 $ 3,415 $ 142,419 ($11,182)
================= ================ ================ =================
Weighted average number of basic
common shares outstanding 264,990,422 158,632,865 241,371,530 141,476,532
Weighted average number of diluted
common shares outstanding 273,578,836 158,703,614 249,924,374 141,176,532
Basic net income (loss) per
average common share $ 0.30 $ 0.02 $ 0.59 ($0.08)
Diluted net income (loss) per
average common share $ 0.30 $ 0.02 $ 0.58 ($0.08)
Average total assets $ 39,385,992 $ 20,128,249 $ 36,495,988 $ 18,773,307
Average equity $ 3,269,898 $ 1,638,913 $ 3,064,768 $ 1,593,950
Return on average total assets 0.87% 0.17% 0.84% (0.03%)
Return on average equity 10.49% 2.09% 10.00% (0.30%)
23
Interest Income and Average Earning Asset Yield
We had average earning assets of $38.8 billion and $21.7 billion for the
quarters ended June 30, 2007 and 2006, respectively. Our primary source of
income for the quarters ended June 30, 2007 and 2006 was interest income. Our
interest income was $556.3 million for the quarter ended June 30, 2007 and
$280.2 million for the quarter ended June 30, 2006. The yield on average
Investment Securities increased by 56 basis points, from 5.17% for the quarter
ended June 30, 2006 to 5.73%, for the quarter ended June 30, 2007. Our average
Investment Securities increased by $17.1 billion and interest income increased
by $276.1 million for the quarter ended June 30, 2007 as compared to the quarter
ended June 30, 2006. The average coupon rate at June 30, 2007 was 5.87% as
compared to 5.61% at June 30, 2006. The prepayment speeds decreased to 15% CPR
for the quarter ended June 30, 2007 from 19% CPR for the quarter ended June 30,
2006. The increase in coupon rates and reduction in prepayment speeds resulted
in an increase in yield.
We had average earning assets of $35.3 billion and $19.1 billion for the
six months ended June 30, 2007 and 2006, respectively. Average earning assets is
the average of the current par of the portfolio during the measurement period.
Our interest income was $1.0 billion for the six months ended June 30, 2007 and
$475.0 million for the six months ended June 30, 2006. The yield on average
Investment Securities increased from 4.97% for the six months ended June 30,
2006, to 5.71% for the six months ended June 30, 2007. Our average earning asset
balance increased by $16.2 billion and interest income increased by $530.8
million for the six months ended June 30, 2007 as compared to the six months
ended June 30, 2006. The average prepayment speeds decreased to 16% CPR for the
six months ended June 30, 2007 from 19% CPR for the six months ended June 30,
2006. The increase in interest income for the six months ended June 30, 2007,
when compared to the six months ended June 30, 2006, resulted from the increased
asset base and the increase in weighted average yield.
Interest Expense and the Cost of Funds
Our largest expense is the cost of borrowed funds. We had average borrowed
funds of $36.6 billion and total interest expense of $468.7 million for the
quarter ended June 30, 2007. We had average borrowed funds of $20.0 billion and
total interest expense of $242.5 million for the quarter ended June 30, 2006.
Our average cost of funds was 5.13% for the quarter ended June 30, 2007 and
4.83% for the quarter ended June 30, 2006. The cost of funds rate increased by
30 basis points and the average borrowed funds increased by $16.5 billion for
the quarter ended June 30, 2007 when compared to the quarter ended June 30,
2006. Interest expense for the quarter increased over the quarter ended June 30,
2006 by $226.3 million due to the substantial increase in the average repurchase
balance and the increase in the cost of funds rate. Since a substantial portion
of our repurchase agreements are short term, changes in market rates are
directly reflected in our interest expense. Our average cost of funds was 0.19%
below average one-month LIBOR and 0.24% below average six-month LIBOR for the
quarter ended June 30, 2007. Our average cost of funds was 0.20% below average
one-month LIBOR and 0.44% below average six-month LIBOR for the quarter ended
June 30, 2006.
The table below shows our average borrowed funds, interest expense, and
average cost of funds as compared to average one-month and average six-month
LIBOR for the quarters ended June 30, 2007, March 31, 2007, the year ended
December 31, 2006 and the four quarters in 2006.
24
Average Cost of Funds
(ratios for the quarters have been annualized, dollars in thousands)
Average
One-Month Average Average
LIBOR Cost of Cost of
Relative Funds Funds
to Relative Relative
Average Average Average to to
Average One- Six- Six- Average Average
Repurchase Interest Average Cost Month Month Month One-Month Six-Month
Agreements Expense of Funds LIBOR LIBOR LIBOR LIBOR LIBOR
----------------- --------------- ------------ --------- -------- --------- --------- ---------
For the Quarter Ended
June 30, 2007 $36,560,359 $468,748 5.13% 5.32% 5.37% (0.05%) (0.19%) (0.24%)
For the Quarter Ended
March 31, 2007 $29,834,208 $380,164 5.10% 5.26% 5.30% (0.04%) (0.16%) (0.20%)
-----------------------------------------------------------------------------------------------
For the Year Ended
December 31, 2006 $21,399,130 $1,055,013 4.93% 5.03% 5.21% (0.18%) (0.10%) (0.28%)
For the Quarter Ended
December 31, 2006 $27,118,402 $349,302 5.15% 5.27% 5.31% (0.04%) (0.12%) (0.16%)
For the Quarter Ended
September 30, 2006 $23,120,247 $295,726 5.12% 5.29% 5.43% (0.14%) (0.17%) (0.31%)
For the Quarter Ended
June 30, 2006 $20,060,978 $242,473 4.83% 5.03% 5.27% (0.24%) (0.20%) (0.44%)
For the Quarter Ended
March 31, 2006 $15,296,893 $167,512 4.38% 4.55% 4.84% (0.29%) (0.17%) (0.46%)
Net Interest Income
Our net interest income, which equals interest income less interest
expense, totaled $87.5 million for the quarter ended June 30, 2007 and $37.6
million for the quarter ended June 30, 2006. Our net interest income increased
because of the increase in average Investment Securities we owned and because of
an increase in interest rate spread. Our net interest rate spread, which equals
the yield on our average assets for the period less the average cost of funds
for the period, was 0.60% for the quarter ended June 30, 2007 as compared to
0.34% for the quarter ended June 30, 2006. This 26 basis point increase was a
result of the yield increasing for the quarter ended June 30, 2007 to 5.73% from
5.17% for the quarter ended June 30, 2006. The increase in yield was only
partially offset by the increase in cost of funds, which increased to 5.13% for
the quarter ended June 30, 2007, as compared to 4.83% for the quarter ended June
30, 2006.
Our net interest income totaled $156.9 million for the six months ended
June 30, 2007 and $65.0 million for the six months ended June 30, 2006. Our net
interest income increased because of the increase in interest rate spread. Our
net interest spread, which equals the yield on our average assets for the period
less the average cost of funds for the period, was 0.60% for the six months
ended June 30, 2007 as compared to 0.33% for the six months ended June 30, 2006.
25
The table below shows our interest income by average Investment Securities
held, total interest income, yield on average interest earning assets, average
balance of repurchase agreements, interest expense, average cost of funds, net
interest income, and net interest rate spread for the quarter ended June 30,
2007, March 31, 2007, the year ended December 31, 2006 and the four quarters in
2006.
Net Interest Income
(ratios for the quarters have been annualized, dollars in thousands)
-------------------------------------------------------------------
Yield Net
Average Average Average Interest
Investment Total Interest Balance of Average Net Rate
Securities Interest Earning Repurchase Interest Cost of Interest Spread
Held(1) Income Assets Agreements Expense Funds Income
----------- ---------- ----------- ----------- ---------- -------- --------- ---------
For the Quarter
Ended
June 30, 2007 $38,822,274 $ 556,262 5.73 % $36,560,359 $ 468,748 5.13 % $87,514 0.60 %
For the Quarter
Ended
March 31, 2007 $31,682,974 $ 449,564 5.68 % $29,834,208 $ 380,164 5.10 % $69,400 0.58 %
------------------ ----------- ---------- ----------- ----------- ---------- -------- --------- ---------
For the Year Ended
December 31, 2006 $23,029,195 $1,221,882 5.31 % $21,399,130 $1,055,013 4.93 % $166,869 0.38 %
For the Quarter
Ended
December 31, 2006 $28,888,956 $ 407,092 5.64 % $27,118,402 $ 349,302 5.15 % $57,790 0.49 %
For the Quarter
Ended
September 30, 2006 $24,976,876 $ 339,737 5.44 % $23,120,247 $ 295,726 5.12 % $44,011 0.32 %
For the Quarter
Ended
June 30, 2006 $21,660,089 $ 280,171 5.17 % $20,060,978 $ 242,473 4.83 % $37,698 0.34 %
For the Quarter
Ended
March 31, 2006 $16,590,859 $ 194,882 4.70 % $15,296,893 $ 167,512 4.38 % $27,370 0.32 %
(1) Does not reflect unrealized gains/(losses).
Investment Advisory and Service Fees
FIDAC is a registered investment advisor which specializes in managing
fixed income securities. FIDAC expanded its line of business in 2006 to include
the management of equity securities, initially for us and an affiliated person,
and collaterized debt obligations. FIDAC generally receives annual net
investment advisory fees of approximately 10 to 20 basis points of the gross
assets it manages, assists in managing or supervises. At June 30, 2007, FIDAC
had under management approximately $2.6 billion in net assets and $15.7 billion
in gross assets, compared to $2.6 billion in net assets and $14.1 billion in
gross assets at June 30, 2006. Investment advisory and service fees for the
quarters ended June 30, 2007and 2006 totaled $4.5 million and $4.4 million
respectively, net of fees paid to third parties pursuant to distribution
agreements for facilitating and promoting distribution of shares of FIDAC's
clients. Gross assets under management will vary from time to time because of
changes in the amount of net assets FIDAC manages as well as changes in the
amount of leverage used by the various funds and accounts FIDAC manages.
Gains and Losses on Sales of Investment Securities and Interest Rate Swaps
For the quarter ended June 30, 2007, we sold Mortgage-Backed Securities
with a carrying value of $1.4 billion for an aggregate gain of $7.3 million. For
the quarter ended June 30, 2006, we sold Mortgage-Backed Securities with a
carrying value of $1.1 billion for an aggregate loss of $1.2 million, which had
previously been classified as other-than-temporarily impaired securities. For
the six months ended June 30, 2007, we sold Mortgage-Backed Securities with an
aggregate historical amortized cost of $2.8 billion for an aggregate gain of
$13.4 million. For the six months ended June 30, 2006, we sold Mortgage-Backed
Securities with an aggregate historical amortized cost of $2.3 billion for an
aggregate loss of $8.2 million. The difference between the sale price and the
carrying value of our Mortgage-Backed Securities will be a realized gain or a
realized loss, and will increase or decrease income accordingly. We do not
expect to sell assets on a frequent basis, but may from time to time sell
existing assets to acquire new assets, which our management believes might have
higher risk-adjusted returns as part of our asset/liability management strategy.
26
Income from Trading Securities
Gross income from trading securities totaled $243,000 for the quarter ended
June 30, 2007 and $3.7 million for the six months ended June 30, 2007. During
the quarter and six months ended June 30, 2006, we did not earn income from
trading securities.
Impairment of Intangible for Customer Relationships
During the quarter and six months ended June 30, 2007, it was determined
that there was no impairment of intangibles for customer relationships. The
value of the intangible for customer relationships of $1.3 million, and $2.5
million, respectively was deemed to be impaired during the quarter and six
months ended June 30, 2006.
Loss on Other-Than-Temporarily Impaired Securities
At each quarter end, we review each of our securities to determine if an
other-than-temporary impairment charge would be necessary. We will take these
charges if we determine that we do not intend to hold securities that were in an
unrealized loss position for a period of time, to maturity if necessary,
sufficient for a forecasted market price recovery up to or beyond the cost of
the investments. For the quarter and six months ended June 30, 2007 the loss on
other-than temporarily impaired securities totaled $698,000 and $1.2 million,
respectively.
For the quarter and six months ended June 30, 2006, the loss on other than
temporarily impaired securities totaled $20.1 million and $46.8 million
respectively.
General and Administrative Expenses
General and administrative (or G&A) expenses were $12.3 million for the
quarter ended June 30, 2007, and $9.0 million for the quarter ended June 30,
2006. G&A expenses as a percentage of average total assets was 0.12% and 0.18%
for the quarters ended June 30, 2007 and 2006, respectively. The increase in G&A
expenses of $3.3 million for the quarter ended June 30, 2007 was primarily the
result of increased compensation expense.
G&A expenses were $25.2 million for the six months ended June 30, 2007 and
$16.2 million for the six months ended June 30, 2006. G&A expenses as a
percentage of average assets was 0.14% and 0.17% on an annualized basis for the
six months ended June 30, 2007 and 2006, respectively. G&A expenses as a
percentage of average equity were 1.64% and 2.03% on an annualized basis for the
six months ended June 30, 2007 and 2006, respectively.
The table below shows our total G&A expenses as compared to average total
assets and average equity for the quarter ended June 30, 2007, March 31, 2007,
the year ended December 31, 2006 and the four quarters in 2006.
G&A Expenses and Operating Expense Ratios
-----------------------------------------
(ratios for the quarters have been annualized, dollars in thousands)
Total G&A Total G&A
Total G&A Expenses/Average Expenses/Average
Expenses Assets Equity
--------------- ----------------- -----------------
For the Quarter Ended June 30,
2007 $12,272 0.12% 1.50%
For the Quarter Ended March 31,
2007 $12,886 0.15% 1.70%
For the Year Ended December 31,
2006 $40,063 0.17% 2.00%
For the Quarter Ended December
31, 2006 $12,219 0.16% 1.86%
For the Quarter Ended September
30, 2006 $11,542 0.18% 2.08%
For the Quarter Ended June 30,
2006 $8,985 0.18% 2.19%
For the Quarter Ended March 31,
2006 $7,177 0.18% 1.95%
Net Income and Return on Average Equity
Our net income was $85.7 million for the quarter ended June 30, 2007, and
$8.6 million for the quarter ended June 30, 2006. Our return on average equity
was 10.49% for the quarter ended June 30, 2007, and 2.09% for the quarter ended
June 30, 2006. We attribute the majority of the increase in net income of $77.1
million to the interest rate spread increase for the quarter. The increase in
net interest income for the quarter ended June 30, 2007, as compared to the
quarter ended June 30, 2006, was $49.8 million. In addition to the increase in
net interest income, the gain on sale of investment securities of $7.3 million
for the quarter ended June 30, 2007, as compared to the loss on sale of
investment securities of $1.2 million for the quarter ended June 30, 2006, and
the decline in loss on other-than-temporarily impaired securities, from $20.1
million for the quarter ended June 30, 2006 to $698,000 for the quarter ended
June 30, 2007, contributed to the increase in net income and the return on
average equity.
27
Our net income was $153.2 million for the six months ended June 30, 2007
and our net loss was $2.4 million for the six months ended June 30, 2006. We
attribute the increase in total net income for six months ended June 30, 2007
from the six months ended June 30, 2006 to the increase in net interest income,
the decline in realized losses, and the decline in impairment charges related to
certain securities and intangibles. The net interest income for the six months
ended June 30, 2007 was $156.9 million as compared to $65.1 million for the six
months ended June 30, 2006. The gain on sale of investment securities was $13.4
million for the six months ended June 30, 2007 and the loss on sale of
investment securities was $8.2 million for the six months ended June 30, 2006.
Loss on temporarily impaired securities was $1.2 million for the six months
ended June 30, 2007 and $46.8 million for the six months ended June 30, 2006.
The table below shows our net interest income, net investment advisory and
service fees, gain (loss) on sale of Mortgage-Backed Securities and termination
of interest rate swaps, impairment of intangibles for customer relationships,
minority interest, loss on other-than-temporarily impaired securities, income
from equity investment, G&A expenses, and income taxes each as a percentage of
average equity, and the return on average equity for the quarter ended June 30,
2007, March 31, 2007, the year ended December 31, 2006, and the four quarters in
2006.
Components of Return on Average Equity
--------------------------------------
(ratios for the quarters have been annualized)
Gain/Loss
on Sale of
Mortgage-
Backed Loss on Impairment
Net Securities other- of
Investment and than- Income intangible
Net Advisory Interest temporarily from for
Interest and Rate impaired equity G&A Income customer Minority
Income/ Service Swaps/ securities/ investment Expenses/ Taxes/ relationships interest/Return on
Average Fees/Average Average Average /Average Average Average /Average Average Average
Equity Equity Equity Equity Equity Equity Equity Equity Equity Equity
--------------------------------------------------------------------------------------------------------------
For the Quarter
Ended
June 30, 2007 10.71% 0.55% 0.89% (0.09%) 0.03% (1.50%) (0.10%) - - 10.49%
For the Quarter
Ended
March 31, 2007 9.14% 0.61% 0.82% (0.06%) 0.45% (1.70%) (0.34%) - (0.04%) 8.88%
For the Year Ended
December 31, 2006 8.32% 0.94% 0.34% (2.61%) 0.20% (2.00%) (0.38%) (0.12%) (0.01%) 4.68%
For the Quarter
Ended
December 31, 2006 8.81% 0.67% 1.08% (0.84%) 0.52% (1.86%) (0.20%) - (0.05%) 8.13%
For the Quarter
Ended
September 30, 2006 7.93% 0.76% 1.44% - 0.08% (2.08%) (0.41%) - - 7.72%
For the Quarter
Ended
June 30, 2006 9.20% 1.08% (0.30%) (4.91%) - (2.19%) (0.33%) (0.46%) - 2.09%
For the Quarter
Ended
March 31, 2006 7.45% 1.59% (1.91%) (7.28%) - (1.95%) (0.57%) (0.31%) - (2.98%)
28
Financial Condition
Investment Securities, Available for Sale
All of our Mortgage-Backed Securities at June 30, 2007 were adjustable-rate
or fixed-rate mortgage-backed securities backed by single-family mortgage loans.
All of the mortgage assets underlying these Mortgage-Backed Securities were
secured with a first lien position on the underlying single-family properties.
All of our mortgage-backed securities were FHLMC, FNMA or GNMA mortgage
pass-through certificates or CMOs, which carry an actual or implied "AAA"
rating. All of our agency debentures are callable and carry an implied "AAA"
rating. We carry all of our earning assets at fair value.
We accrete discount balances as an increase in interest income over the
life of Investment Securities purchased at a discount, and we amortize premium
balances as a decrease in interest income over the life of investment securities
purchased at a premium. At June 30, 2007, and December 31, 2006 we had on our
balance sheet a total of $75.9 million and $78.4 million respectively, of
unamortized discount (which is the difference between the remaining principal
value and current historical amortized cost of our investment securities
acquired at a price below principal value) and a total of $287.3 million and
$219.1 million, respectively, of unamortized premium (which is the difference
between the remaining principal value and the current historical amortized cost
of our investment securities acquired at a price above principal value).
We received mortgage principal repayments of $2 billion for the quarter
ended June 30, 2007 and $1.2 billion for the quarter ended June 30, 2006. The
overall prepayment speed for the quarter ended June 30, 2007 decreased to 15%,
as compared to 19% for the quarter ended June 30, 2006. Given our current
portfolio composition, if mortgage principal prepayment rates were to increase
over the life of our Mortgage-Backed Securities, all other factors being equal,
our net interest income would decrease during the life of these Mortgage-Backed
Securities as we would be required to amortize our net premium balance over a
shorter time period. Similarly, if mortgage principal prepayment rates were to
decrease over the life of our Mortgage-Backed Securities, all other factors
being equal, our net interest income would increase during the life of these
Mortgage-Backed Securities, as we would amortize our net premium balance over a
longer time period.
The table below summarizes our Investment Securities at June 30, 2007,
March 31, 2007, December 31, 2006, September 30, 2006, June 30, 2006 and March
31, 2006.
Investment Securities
---------------------
(dollars in thousands)
Amortized Fair Weighted
Principal Net Amortized Cost/Principal Value/Principal Average
Amount Premium Cost Amount Fair Value Amount Yield
-------------- ---------- ------------ --------------- ----------- ---------------- --------
At June 30, 2007 $39,102,277 $211,438 $39,313,715 100.54% $38,753,509 99.11% 5.71%
At March 31, 2007 $39,053,196 $195,649 $39,248,845 100.50% $39,230,648 100.45% 5.67%
---------------------- -------------- ---------- ------------ --------------- ----------- ---------------- --------
At December 31, 2006 $30,134,791 $140,709 $30,275,500 100.47% $30,217,009 100.27% 5.63%
At September 30, 2006 $28,297,950 $139,717 $28,437,667 100.49% $28,348,027 100.18% 5.58%
At June 30, 2006 $23,822,683 $141,671 $23,964,354 100.59% $23,474,006 98.54% 5.42%
At March 31, 2006 $16,288,848 $173,428 $16,462,276 101.06% $16,176,348 99.31% 5.03%
The tables below set forth certain characteristics of our investment
securities at June 30, 2007, March 31, 2007, December 31, 2006, September 30,
2006, June 30, 2006 and March 31, 2006 The index level for adjustable-rate
Investment Securities is the weighted average rate of the various short-term
interest rate indices, which determine the coupon rate.
29
Adjustable-Rate Investment Security Characteristics
---------------------------------------------------
(dollars in thousands)
Principal
Weighted Amount at
Average Weighted Weighted Period End as
Term to Average Average % of Total
Principal Weighted Average Next Lifetime Asset Investment
Amount Coupon Rate Adjustment Cap Yield Securities
--------------- -------------------- ------------ ---------- --------- --------------
At June 30, 2007 $9,553,827 5.85% 32 months 10.11% 5.77% 24.43%
At March 31, 2007 $9,657,221 5.79% 30 months 10.05% 5.66% 24.73%
---------------------- --------------- -------------------- ------------ ---------- --------- --------------
At December 31, 2006 $8,493,242 5.72% 19 months 9.76% 5.57% 28.18%
At September 30, 2006 $8,291,239 5.57% 17 months 9.64% 5.47% 29.30%
At June 30, 2006 $7,964,221 5.36% 16 months 9.75% 5.26% 33.43%
At March 31, 2006 $7,785,082 4.99% 20 months 10.27% 5.07% 47.79%
Fixed-Rate Investment Security Characteristics
----------------------------------------------
(dollars in thousands)
Principal Amount at
Weighted Period End as % of
Weighted Average Coupon Average Asset Total Investment
Principal Amount Rate Yield Securities
------------------------- ------------------------ --------------- -------------------
At June 30, 2007 $29,548,450 5.87% 5.69% 75.57%
At March 31, 2007 $29,395,975 5.85% 5.67% 75.27%
---------------------- ------------------------- ------------------------ --------------- -------------------
At December 31, 2006 $21,641,549 5.83% 5.65% 71.82%
At September 30, 2006 $20,006,711 5.82% 5.62% 70.70%
At June 30, 2006 $15,858,461 5.73% 5.50% 66.57%
At March 31, 2006 $8,503,766 5.43% 4.99% 52.21%
At June 30, 2007 and December 31, 2006, we held investment securities with
coupons linked to various indices. The following tables detail the portfolio
characteristics by index.
Adjustable-Rate Investment Securities by Index
----------------------------------------------
June 30, 2007
12-Month 1-Year 3-Year
One-Month Six-Month Twelve Month Moving 11th District Treasury Treasury Monthly Federal Other
Libor Libor Libor Average Cost of Funds Index Index Cost of Funds Indexes(1)
---------------------------------------------------------------------------------------------------------
Weighted Average Term
to Next Adjustment 1 mo. 30 mo. 52 mo. 1 mo. 1 mo. 25 mo. 15 mo. 1 mo. 11 mo.
Weighted Average
Annual Period Cap 6.98% 3.78% 2.12% 0.03% 0.00% 1.91% 2.03% 0.00% 1.84%
Weighted Average
Lifetime Cap at
June 30, 2007 7.27% 10.41% 10.85% 9.56% 12.09% 10.85% 13.14% 13.42% 10.65%
Investment Principal
Value as Percentage of
Investment Securities at
June 30, 2007 5.02% 2.25% 11.46% 0.15% 0.28% 4.95% 0.07% 0.20% 0.05%
(1) Combination of indexes that account for less than 0.05% of total
investment securities.
30
Adjustable-Rate Investment Securities by Index
----------------------------------------------
December 31, 2006
11th
Six- Twelve 12-Month District 1-Year 3-Year
One-Month Month Month Moving Cost of Six-Month CD Treasury Treasury Monthly Federal Other
Libor Libor Libor Average Funds Rate Index Index Cost of Funds Indexes(1)
-------------------------------------------------------------------------------------------------------------------
Weighted
Average Term
to Next
Adjustment 1 mo. 35 mo. 36 mo. 1 mo. 1 mo. 3 mo. 13 mo. 17 mo. 1 mo. 24 mo.
Weighted
Average Annual
Period Cap 6.70% 1.88% 2.00% 0.16% 0.00% 1.75% 1.00% 2.03% 0.00% 1.89%
Weighted
Average
Lifetime Cap
at December
31, 2006 7.32% 10.39% 10.70% 10.53% 12.07% 9.75% 10.81% 13.17% 13.41% 12.39%
Investment
Principal
Value as
Percentage of
Investment
Securities at
December 31,
2006 8.29% 2.71% 9.89% 0.07% 0.41% 0.06% 6.34% 0.10% 0.28% 0.03%
(1) Combination of indexes that account for less than 0.05% of total
investment securities.
Trading Securities and Trading Securities Sold, Not Yet Purchased
Trading securities and trading securities sold, not yet purchased, are
included in the balance sheet as a result of consolidating the financial
statements of an affiliated investment fund. The resulting realized and
unrealized gains and losses are reflected in the statements of operations. The
fair value of the trading securities was $12.1 million and the trading
securities sold, not yet purchased, was $37.7 million at June 30, 2007. The fair
value of the trading securities was $18.4 million and the trading securities
sold, not yet purchased, was $41.9 million at December 31, 2006.
Borrowings
To date, our debt has consisted entirely of borrowings collateralized by a
pledge of our investment securities. These borrowings appear on our balance
sheet as repurchase agreements. At June 30, 2007, we had established uncommitted
borrowing facilities in this market with 30 lenders in amounts which we believe
are in excess of our needs. All of our investment securities are currently
accepted as collateral for these borrowings. However, we limit our borrowings,
and thus our potential asset growth, in order to maintain unused borrowing
capacity and thus increase the liquidity and strength of our balance sheet.
For the quarter ended June 30, 2007, the term to maturity of our borrowings
ranged from one day to three years. Additionally, we have entered into
structured borrowings giving the counterparty the right to call the balance
prior to maturity. The weighted average original term to maturity of our
borrowings was 249 days at June 30, 2007. For the quarter ended June 30, 2006,
the term to maturity of our borrowings ranged from one day to three years, with
a weighted average original term to maturity of 119 days at June 30, 2006. At
June 30, 2007, the weighted average cost of funds for all of our borrowings
5.10% and the weighted average term to next rate adjustment was 209 days. At
June 30, 2006, the weighted average cost of funds for all of our borrowings was
5.01% and the weighted average term to next rate adjustment was 46 days.
Liquidity
Liquidity, which is our ability to turn non-cash assets into cash, allows
us to purchase additional investment securities and to pledge additional assets
to secure existing borrowings should the value of our pledged assets decline.
Potential immediate sources of liquidity for us include cash balances and unused
borrowing capacity. Unused borrowing capacity will vary over time as the market
value of our investment securities varies. Our non-cash assets are largely
actual or implied AAA assets, we have not had, nor do we anticipate having,
difficulty in converting our assets to cash. Our balance sheet also generates
liquidity on an on-going basis through mortgage principal repayments and net
earnings held prior to payment as dividends. Should our needs ever exceed these
on-going sources of liquidity plus the immediate sources of liquidity discussed
above, we believe that in most circumstances our investment securities could be
sold to raise cash. The maintenance of liquidity is one of the goals of our
capital investment policy. Under this policy, we limit asset growth in order to
preserve unused borrowing capacity for liquidity management purposes.
31
Borrowings under our repurchase agreements increased by $13.8 billion to
$35.1 billion at June 30, 2007, from $21.3 billion at June 30, 2006. The
increase in borrowings was the result of our deployment of additional capital
raised during 2006 and the first quarter of 2007, which permitted us to increase
our borrowings.
We anticipate that, upon repayment of each borrowing under a repurchase
agreement, we will use the collateral immediately for borrowing under a new
repurchase agreement. We have not at the present time entered into any
commitment agreements under which the lender would be required to enter into new
repurchase agreements during a specified period of time, nor do we presently
plan to have liquidity facilities with commercial banks.
Under our repurchase agreements, we may be required to pledge additional
assets to our repurchase agreement counterparties (i.e., lenders) in the event
the estimated fair value of the existing pledged collateral under such
agreements declines and such lenders demand additional collateral (a "margin
call"), which may take the form of additional securities or cash. Similarly, if
the estimated fair value of investment securities increase due to changes in
market interest rates of market factors, lenders may release collateral back to
us. Specifically, margin calls result from a decline in the value of the our
Mortgage-Backed Securities securing our repurchase agreements, prepayments on
the mortgages securing such Mortgage-Backed Securities and to changes in the
estimated fair value of such Mortgage-Backed Securities generally due to
principal reduction of such Mortgage-Backed Securities from scheduled
amortization and resulting from changes in market interest rates and other
market factors. Through June 30, 2007, we did not have any margin calls on our
repurchase agreements that we were not able to satisfy with either cash or
additional pledged collateral. However, should prepayment speeds on the
mortgages underlying our Mortgage-Backed Securities and/or market interest rates
suddenly increase, margin calls on our repurchase agreements could result,
causing an adverse change in our liquidity position.
The following table summarizes the effect on our liquidity and cash flows
from contractual obligations for repurchase agreements, interest expense on
repurchase agreements, the non-cancelable office lease and employment agreements
at June 30, 2007.
(dollars in thousands)
----------------------
One to Three Three to More than
Contractual Obligations Within One Year Years Five Years Five Years Total
----------------------------------------- ---------------- -------------- ------------ ---------- -----------
Repurchase agreements $32,393,856 - $1,500,000 $1,200,000 $35,093,856
Interest expense on repurchase agreements
205,833 237,120 204,342 243,844 891,139
Long-term operating lease obligations 532 798 - - 1,330
Employment agreements 24,026 - - - 24,026
---------------- -------------- ------------ ---------- -----------
Total $32,624,247 $237,918 $1,704,342 $1,443,844 $36,010,351
================ ============== ============ ========== ===========
Stockholders' Equity
During the quarter ended June 30, 2007, we declared dividends to common
shareholders totaling $64.7 million or $0.24 per share, which were paid on July
27, 2007. During the quarter ended June 30, 2007, we declared and paid dividends
to Series A preferred shareholders totaling $3.6 million or $0.492188 per share,
and Series B preferred shareholders totaling $1.7 million or $0.375 per share.
During the quarter ended June 30, 2006, we declared and paid dividends to common
shareholders totaling $21.3 million or $0.13 per share which were paid July 27,
2006. During the quarter ended June 30, 2006 we declared and paid dividends to
Series A preferred shareholders totaling $3.6 million or $0.492188 per share,
and Series B preferred shareholders totaling $1.5 million or $0.32916 per share
which were paid June 30, 2006.
32
On July 12, 2007 the Company entered into an underwriting agreement
pursuant to which it sold 54,050,000 shares of its common stock for proceeds of
$720.7 million net of underwriting fees. This transaction settled on July 18,
2007.
On March 7, 2007, we entered into an underwriting agreement pursuant to
which we sold 57,500,000 shares of our common stock for net proceeds following
underwriting expenses of approximately $737.4 million. This transaction settled
on March 13, 2007.
On August 3, 2006, we entered into an ATM Equity Offering(sm) Sales
Agreement with Merrill Lynch & Co. and Merrill Lynch, Pierce, Fenner & Smith
Incorporated, relating to the sale of shares of our common stock from time to
time through Merrill Lynch. Sales of the shares, if any, will be made by means
of ordinary brokers' transaction on the New York Stock Exchange. During the
quarter and six months ended June 30, 2007, the Company raised $51.2 million by
issuing 3,529,300 shares of our common stock pursuant to this program.
On August 3, 2006, we entered into an ATM Equity Sales Agreement with UBS
Securities LLC, relating to the sale of shares of our common stock from time to
time through UBS Securities. Sales of the shares, if any, will be made by means
of ordinary brokers' transaction on the New York Stock Exchange. During the
quarter and six months ended June 30, 2007, the Company raised $14.7 million by
issuing 1,051,900 shares of our common stock pursuant to this program .
During the quarter ended June 30, 2007, the Company raised $29.5 million by
issuing 1,911,319 shares through the Direct Purchase and Dividend Reinvestment
Program and there were no such transactions during the quarter ended June 30,
2006.
During the quarter ended June 30, 2007, 5,438 options were exercised under
the Long-Term Stock Incentive Plan, or Incentive Plan, for an aggregate exercise
price of $63,733 and there were no options exercised during the quarter ended
June 30, 2006.
On April 6, 2006, the Company entered into an underwriting agreement
pursuant to which it sold 39,215,000 shares of its common stock for net proceeds
before expenses of approximately $437,737,438. On April 6, 2006, the Company
entered into a second underwriting agreement pursuant to which it sold 4,600,000
shares of its 6% Series B Cumulative Convertible Preferred Stock for net
proceeds before expenses of approximately $111,550,000. Each of these
transactions settled on April 12, 2006.
With our "available-for-sale" accounting treatment, unrealized fluctuations
in market values of assets do not impact our GAAP or taxable income but rather
are reflected on our balance sheet by changing the carrying value of the asset
and stockholders' equity under "Accumulated Other Comprehensive Income (Loss)."
The table below shows unrealized gains and losses on the Investment
Securities and interest rate swaps in our portfolio.
At June 30, At March 31, At December At September At June At March 31,
2007 2007 31, 2006 30, 2006 30, 2006 2006
------------ -------------- -------------- -------------- ---------- ------------
Unrealized gain $102,641 $138,211 $112,596 $100,229 $110,755 $41,470
Unrealized loss (570,281) (198,251) (188,708) (220,202) (495,667) (290,929)
------------ -------------- -------------- -------------- ---------- ------------
Net Unrealized
(loss) gain ($467,640) ($60,040) ($76,112) ($119,973) ($384,912) ($249,459)
============ ============== ============== ============== ========== ============
Net unrealized
losses as
percentage of
investment
securities
principal amount (1.20%) (0.15%) (0.25%) (0.42%) (1.62%) (1.53%)
Net unrealized
losses as
percentage of
investment
securities
amortized cost (1.19%) (0.15%) (0.25%) (0.42%) (1.61%) (1.52%)
33
During the second quarter, the two-year Treasury ranged in yield from a low
of 4.59% to a high of 5.10%, while the 10-year Treasury ranged in yield from a
low of 4.62% to a high of 5.29%. This volatility is reflected in the change in
the unrealized loss in investment securities and interest rate swaps. The
decline in value of these securities is solely due to market conditions and not
the quality of the assets. All of the Mortgage-Backed Securities are "AAA" rated
or carry an implied "AAA" rating.
Unrealized changes in the estimated net market value of investment
securities have one direct effect on our potential earnings and dividends:
positive mark-to-market changes increase our equity base and allow us to
increase our borrowing capacity while negative changes tend to limit borrowing
capacity under our capital investment policy. A very large negative change in
the net market value of our investment securities might impair our liquidity
position, requiring us to sell assets with the likely result of realized losses
upon sale. The net unrealized loss on available for sale securities and interest
rate swaps was $467.6 million, or 1.19% of the amortized cost of our investment
securities as of June 30, 2007, and $76.1 million, or 0.25% of the amortized
cost of our investment securities as of December 31, 2006.
Mortgage-Backed Securities with a carrying value of $7.7 billion were in a
continuous unrealized loss position over 12 months at June 30, 2007 in the
amount of $206.9 million. Mortgage-Backed Securities with a carrying value of
$29.2 billion were in a continuous unrealized loss position for less than 12
months at June 30, 2007 in the amount of $356.7 million. Mortgage-Backed
Securities with a carrying value of $7.0 billion were in a continuous unrealized
loss position over 12 months at December 31, 2006 in the amount of $138.2
million. Mortgage-Backed Securities with a carrying value of $6.4 billion were
in a continuous unrealized loss position for less than 12 months at December 31,
2006 in the amount of $30.2 million. The decline in value of these securities is
solely due to market conditions and not the quality of the assets. All of the
Mortgage-Backed Securities are "AAA" rated or carry an implied "AAA" rating.
During the quarters ended June 30, 2007 and 2006, the Company recorded
impairment losses of $698,000 and $20.1 million, respectively. The remaining
investments are not considered other-than-temporarily impaired since the Company
currently has the ability and intent to hold the investments to maturity or for
a period of time, sufficient for a forecasted market price recovery up to or
beyond the cost of the investments. Also, the Company is guaranteed payment of
the principal amount of the securities.
Leverage
Our debt-to-equity ratio at June 30, 2007 and December 31, 2006 was 11.2:1
and 10.4:1 respectively. We generally expect to maintain a ratio of
debt-to-equity of between 8:1 and 12:1, although the ratio may vary from this
range from time to time based upon various factors, including our management's
opinion of the level of risk of our assets and liabilities, our liquidity
position, our level of unused borrowing capacity and over-collateralization
levels required by lenders when we pledge assets to secure borrowings.
Our target debt-to-equity ratio is determined under our capital investment
policy. Should our actual debt-to-equity ratio increase above the target level
due to asset acquisition or market value fluctuations in assets, we cease to
acquire new assets. Our management will, at that time, present a plan to our
board of directors to bring us back to our target debt-to-equity ratio; in many
circumstances, this would be accomplished over time by the monthly reduction of
the balance of our Mortgage-Backed Securities through principal repayments.
Asset/Liability Management and Effect of Changes in Interest Rates
We continually review our asset/liability management strategy with respect
to interest rate risk, mortgage prepayment risk, credit risk and the related
issues of capital adequacy and liquidity. Our goal is to provide attractive
risk-adjusted stockholder returns while maintaining what we believe is a strong
balance sheet.
We seek to manage the extent to which our net income changes as a function
of changes in interest rates by matching adjustable-rate assets with
variable-rate borrowings. In addition, we have attempted to mitigate the
potential impact on net income of periodic and lifetime coupon adjustment
restrictions in our portfolio of investment securities by entering into interest
rate swaps. At June 30, 2007, we entered into swap agreements with a total
notional amount of $12.8 billion, pursuant to which we agreed to pay a weighted
average pay rate of 5.10% and receive a floating rate based on one month LIBOR.
At June 30, 2006, we entered into swap agreements with a total notional amount
of $8.1 billion, pursuant to which we agreed to pay a weighted average pay rate
of 5.14% and receive a floating rate based on one month LIBOR. We may enter into
similar derivative transactions in the future by entering into interest rate
collars, caps or floors or purchasing interest only securities.
34
Changes in interest rates may also affect the rate of mortgage principal
prepayments and, as a result, prepayments on mortgage-backed securities. We seek
to mitigate the effect of changes in the mortgage principal repayment rate by
balancing assets we purchase at a premium with assets we purchase at a discount.
To date, the aggregate premium exceeds the aggregate discount on our
mortgage-backed securities. As a result, prepayments, which result in the
expensing of unamortized premium, will reduce our net income compared to what
net income would be absent such prepayments.
Off-Balance Sheet Arrangements
We do not have any relationships with unconsolidated entities or financial
partnerships, such as entities often referred to as structured finance or
special purpose entities, which would have been established for the purpose of
facilitating off-balance sheet arrangements or other contractually narrow or
limited purposes. Further, we have not guaranteed any obligations of
unconsolidated entities nor do we have any commitment or intent to provide
funding to any such entities. As such, we are not materially exposed to any
market, credit, liquidity or financing risk that could arise if we had engaged
in such relationships.
Capital Resources
At June 30, 2007, we had no material commitments for capital expenditures.
Inflation
Virtually all of our assets and liabilities are financial in nature. As a
result, interest rates and other factors drive our performance far more than
does inflation. Changes in interest rates do not necessarily correlate with
inflation rates or changes in inflation rates. Our financial statements are
prepared in accordance with GAAP and our dividends based upon our net income as
calculated for tax purposes; in each case, our activities and balance sheet are
measured with reference to historical cost or fair market value without
considering inflation.
Other Matters
We calculate that at least 75% of our assets were qualified REIT assets, as
defined in the Code for the quarters ended June 30, 2007 and 2006. We also
calculate that our revenue qualifies for the 75% source of income test and for
the 95% source of income test rules for the quarters ended June 30, 2007 and
2006. Consequently, we met the REIT income and asset test. We also met all REIT
requirements regarding the ownership of our common stock and the distribution of
our net income. Therefore, as of June 30, 2007 and December 31, 2006, we believe
that we qualified as a REIT under the Code.
We at all times intend to conduct our business so as not to become
regulated as an investment company under the Investment Company Act of 1940, or
the Investment Company Act. If we were to become regulated as an investment
company, then our use of leverage would be substantially reduced. The Investment
Company Act exempts entities that are "primarily engaged in the business of
purchasing or otherwise acquiring mortgages and other liens on and interests in
real estate" (qualifying interests). Under current interpretation of the staff
of the SEC, in order to qualify for this exemption, we must maintain at least
55% of our assets directly in qualifying interests and at least 80% of our
assets in qualifying interests plus other real estate related assets. In
addition, unless certain mortgage securities represent all the certificates
issued with respect to an underlying pool of mortgages, the Mortgage-Backed
Securities may be treated as securities separate from the underlying mortgage
loans and, thus, may not be considered qualifying interests for purposes of the
55% requirement. We calculate that as of June 30, 2007 and December 31, 2006 we
were in compliance with this requirement.
35
ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
------ ----------------------------------------------------------
MARKET RISK
Market risk is the exposure to loss resulting from changes in interest
rates, foreign currency exchange rates, commodity prices and equity prices. The
primary market risk to which we are exposed is interest rate risk, which is
highly sensitive to many factors, including governmental monetary and tax
policies, domestic and international economic and political considerations and
other factors beyond our control. Changes in the general level of interest rates
can affect our net interest income, which is the difference between the interest
income earned on interest-earning assets and the interest expense incurred in
connection with our interest-bearing liabilities, by affecting the spread
between our interest-earning assets and interest-bearing liabilities. Changes in
the level of interest rates also can affect the value of our Mortgage-Backed
Securities and our ability to realize gains from the sale of these assets. We
may utilize a variety of financial instruments, including interest rate swaps,
caps, floors, inverse floaters and other interest rate exchange contracts, in
order to limit the effects of interest rates on our operations. When we use
these types of derivatives to hedge the risk of interest-earning assets or
interest-bearing liabilities, we may be subject to certain risks, including the
risk that losses on a hedge position will reduce the funds available for
payments to holders of securities and that the losses may exceed the amount we
invested in the instruments.
Our profitability and the value of our portfolio (including interest rate
swaps) may be adversely affected during any period as a result of changing
interest rates. The following table quantifies the potential changes in net
interest income, portfolio value should interest rates go up or down 25, 50, and
75 basis points, assuming the yield curves of the rate shocks will be parallel
to each other and the current yield curve. All changes in income and value are
measured as percentage changes from the projected net interest income and
portfolio value at the base interest rate scenario. The base interest rate
scenario assumes interest rates at June 30, 2007 and various estimates regarding
prepayment and all activities are made at each level of rate shock. Actual
results could differ significantly from these estimates.
Change in Interest Rate Projected Percentage Change in Projected Percentage Change in
Net Interest Income Portfolio Value
------------------------------- ------------------------------- -------------------------------
-75 Basis Points 30.28% 1.68%
-50 Basis Points 21.25% 1.41%
-25 Basis Points 14.21% 1.02%
Base Interest Rate - -
+25 Basis Points 0.28% (0.14%)
+50 Basis Points (6.91%) (0.91%)
+75 Basis Points (14.05%) (1.79%)
ASSET AND LIABILITY MANAGEMENT
Asset and liability management is concerned with the timing and magnitude
of the repricing of assets and liabilities. We attempt to control risks
associated with interest rate movements. Methods for evaluating interest rate
risk include an analysis of our interest rate sensitivity "gap", which is the
difference between interest-earning assets and interest-bearing liabilities
maturing or repricing within a given time period. A gap is considered positive
when the amount of interest-rate sensitive assets exceeds the amount of
interest-rate sensitive liabilities. A gap is considered negative when the
amount of interest-rate sensitive liabilities exceeds interest-rate sensitive
assets. During a period of rising interest rates, a negative gap would tend to
adversely affect net interest income, while a positive gap would tend to result
in an increase in net interest income. During a period of falling interest
rates, a negative gap would tend to result in an increase in net interest
income, while a positive gap would tend to affect net interest income adversely.
Because different types of assets and liabilities with the same or similar
maturities may react differently to changes in overall market rates or
conditions, changes in interest rates may affect net interest income positively
or negatively even if an institution were perfectly matched in each maturity
category. The following table sets forth the estimated maturity or repricing of
our interest-earning assets and interest-bearing liabilities at June 30, 2007.
The amounts of assets and liabilities shown within a particular period were
determined in accordance with the contractual terms of the assets and
liabilities, except adjustable-rate loans, and securities are included in the
period in which their interest rates are first scheduled to adjust and not in
the period in which they mature and does include the effect of the interest rate
swaps. The interest rate sensitivity of our assets and liabilities in the table
could vary substantially if based on actual prepayment experience.
36
More than
Within 1 Year to 3 Years
3 Months 4-12 Months 3 Years and Over Total
-------------- -------------- -------------- ------------ ------------
(dollars in thousands)
Rate Sensitive Assets:
Investment Securities
(Principal) $2,628,822 $1,568,131 $5,340,907 $29,564,417 $39,102,277
Rate Sensitive Liabilities:
Repurchase Agreements,
with the effect of swaps $19,525,756 $2,241,500 $5,272,300 $8,054,300 $35,093,856
-------------- -------------- -------------- ------------ ------------
Interest rate sensitivity
gap ($16,896,934) ($673,369) $68,607 $21,510,117 $4,008,421
============== ============== ============== ============ ============
Cumulative rate sensitivity
gap ($16,896,934) ($17,570,303) ($17,501,696) $4,008,421
============== ============== ============== ============ ============
Cumulative interest rate
sensitivity gap as a
percentage of total rate-
sensitive assets (43%) (45%) (45%) 10 %
============== ============== ============== ============ ============
Our analysis of risks is based on management's experience, estimates,
models and assumptions. These analyses rely on models which utilize estimates of
fair value and interest rate sensitivity. Actual economic conditions or
implementation of investment decisions by our management may produce results
that differ significantly from the estimates and assumptions used in our models
and the projected results shown in the above tables and in this report. These
analyses contain certain forward-looking statements and are subject to the safe
harbor statement set forth under the heading, "Special Note Regarding
Forward-Looking Statements."
ITEM 4. CONTROLS AND PROCEDURES
Our management, including our Chief Executive Officer (the "CEO") and Chief
Financial Officer (the "CFO"), reviewed and evaluated the effectiveness of the
design and operation of our disclosure controls and procedures (as defined in
Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act) as of the end of
the period covered by this quarterly report. Based on that review and
evaluation, the CEO and CFO have concluded that our current disclosure controls
and procedures, as designed and implemented, (1) were effective in ensuring that
information regarding the Company and its subsidiaries is made known to our
management, including our CEO and CFO, by our employees, as appropriate to allow
timely decisions regarding required disclosure and (2) were effective in
providing reasonable assurance that information the Company must disclose in its
periodic reports under the Securities Exchange Act is recorded, processed,
summarized and reported within the time periods prescribed by the SEC's rules
and forms. There have been no changes in our internal control over financial
reporting that occurred during the last fiscal quarter that have materially
affected, or is reasonably likely to materially affect, our internal control
over financial reporting.
37
PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
From time to time, we are involved in various claims and legal actions
arising in the ordinary course of business. In the opinion of management, the
ultimate disposition of these matters will not have a material adverse effect on
our consolidated financial statements.
Item 1A. RISK FACTORS
There have been no material changes to the risk factors disclosed in Item
1A -- Risk Factors of our annual report on Form 10-K for the year ended December
31, 2006 (the "Form 10-K"). The materialization of any risks and uncertainties
identified in our forward looking statements contained in this report together
with those previously disclosed in the Form 10-K or those that are presently
unforeseen could result in significant adverse effects on our financial
condition, results of operations and cash flows. See Item 2. "Management's
Discussion and Analysis of Financial Condition and Results of Operations --
Special Note Regarding Forward Looking Statements" in this quarterly report on
Form 10-Q.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) The annual meeting of stockholders of Annaly Mortgage Management, Inc.
was held on May 24, 2007.
(b) All Class II director nominees were elected.
Director Votes Received Votes Withheld
------------------------------ ---------------------- -----------------------
Kevin P. Brady 234,996,467 2,622,281
E. Wayne Nordberg 234,993,522 2,625,226
The continuing directors of the Company are Wellington J. Denahan-Norris,
Donnell A. Segalas, Michael A.J. Farrell, Jonathan D. Green and John A.
Lambiase.
(c) In addition to the election of the Class I directors, the ratification
of the appointment of Deloitte & Touche LLP as our independent
registered public accounting firm for 2007 was approved.
Proposals and Vote Tabulations
Votes Cast
------------------------------------------
For Against Abstain
-------------- ------------ --------------
Ratification of the appointment
of independent registered public
accounting firm for 2007 230,672,026 6,519,933 426,789
38
Item 6. EXHIBITS
Exhibits:
The exhibits required by this item are set forth on the Exhibit Index attached
hereto.
EXHIBIT INDEX
Exhibit Number Exhibit Description
3.1 Articles of Amendment and Restatement of the Articles of Incorporation of the Registrant (incorporated by
reference to Exhibit 3.2 to the Registrant's Registration Statement on Form S-11 (Registration No. 333-
32913) filed with the Securities and Exchange Commission on August 5, 1997).
3.2 Articles of Amendment of the Articles of Incorporation of the Registrant (incorporated by reference to
Exhibit 3.1 of the Registrant's Registration Statement on Form S-3 (Registration Statement 333-74618)
filed with the Securities and Exchange Commission on June 12, 2002).
3.3 Articles of Amendment of the Articles of Incorporation of the Registrant (incorporated by reference to
Exhibit 3.1 of the Registrant's Form 8-K (filed with the Securities and Exchange Commission on August 3,
2006).
3.4 Form of Articles Supplementary designating the Registrant's 7.875% Series A Cumulative Redeemable
Preferred Stock, liquidation preference $25.00 per share (incorporated by reference to Exhibit 3.3 to
the Registrant's 8-A filed April 1, 2004).
3.5 Articles Supplementary of the Registrant's designating an additional 2,750,000 shares of the Company's
7.875% Series A Cumulative Redeemable Preferred Stock, as filed with the State Department of Assessments
and Taxation of Maryland on October 15, 2004 (incorporated by reference to Exhibit 3.2 to the
Registrant's 8-K filed October 4, 2004).
3.6 Articles Supplementary designating the Registrant's 6% Series B Cumulative Convertible Preferred Stock,
liquidation preference $25.00 per share (incorporated by reference to Exhibit 3.1 to the Registrant's 8-
K filed April 10, 2006).
3.7 Bylaws of the Registrant, as amended (incorporated by reference to Exhibit 3.3 to the Registrant's
Registration Statement on Form S-11 (Registration No. 333-32913) filed with the Securities and Exchange
Commission on August 5, 1997).
4.1 Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to Amendment No. 1 to the
Registrant's Registration Statement on Form S-11 (Registration No. 333-32913) filed with the Securities
and Exchange Commission on September 17, 1997).
4.2 Specimen Preferred Stock Certificate (incorporated by reference to Exhibit 4.2 to the Registrant's
Registration Statement on Form S-3 (Registration No. 333-74618) filed with the Securities and Exchange
Commission on December 5, 2001).
4.3 Specimen Series A Preferred Stock Certificate (incorporated by reference to Exhibit 4.1 of the
Registrant's Registration Statement on Form 8-A filed with the SEC on April 1, 2004).
4.4 Specimen Series B Preferred Stock Certificate (incorporated by reference to Exhibit 4.1 to the
Registrant's Form 8-K filed with the Securities and Exchange Commission on April 10, 2006).
31.1 Certification of Michael A.J. Farrell, Chairman, Chief Executive Officer, and President of the
Registrant, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
31.2 Certification of Kathryn F. Fagan, Chief Financial Officer and Treasurer of the Registrant, pursuant to
18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Michael A.J. Farrell, Chairman, Chief Executive Officer, and President of the
Registrant, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
32.2 Certification of Kathryn F. Fagan, Chief Financial Officer and Treasurer of the Registrant, pursuant to
18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
39
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.
ANNALY CAPITAL MANAGEMENT, INC.
Dated: August 7, 2007 By: /s/ Michael A.J. Farrell
------------------------
Michael A.J. Farrell
(Chairman of the Board, Chief Executive Officer,
President and authorized officer of registrant)
Dated: August 7, 2007 By: /s/ Kathryn F. Fagan
---------------------
Kathryn F. Fagan
(Chief Financial Officer and Treasurer and
principal financial and chief accounting officer)
40