UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
(Mark One)
þ
|
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | |
| for the quarterly period ended March 31, 2005 |
OR
o
|
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: 000-31828
LUMINENT MORTGAGE CAPITAL, INC.
| Maryland (State or other jurisdiction of incorporation or |
06-1694835 (I.R.S. Employer |
|
| organization) | Identification No.) | |
| 909 Montgomery Street, Suite 500, San Francisco, California | 94133 | |
| (Address of principal executive offices) | (Zip Code) |
(415) 486-2110
(Registrants Telephone Number, Including Area Code)
N/A
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
Indicate by check mark whether registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o.
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes þ. No o.
The number of shares of our common stock outstanding on April 30, 2005 was 38,248,817.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are those that are not historical in nature. They can often be identified by the inclusion of words such as will, anticipate, estimate, should, expect, believe, intend and similar expressions. Any projection of revenues, earnings or losses, capital expenditures, distributions, capital structure or other financial terms is a forward-looking statement.
Our forward-looking statements are based upon our managements beliefs, assumptions and expectations of our future operations and economic performance, taking into account the information currently available to us. Forward-looking statements involve risks and uncertainties, some of which are not currently known to us, that might cause our actual results, performance or financial condition to differ materially from the expectations of future results, performance or financial condition we express or imply in any forward-looking statements. Some of the important factors that could cause our actual results, performance or financial condition to differ materially from expectations are:
| | interest rate mismatches between our mortgage-backed securities and the borrowings we use to fund our purchases of such securities; |
| | changes in interest rates and mortgage prepayment rates; |
| | our ability to obtain or renew sufficient funding to maintain our leverage strategies; |
| | potential impacts of our leveraging policies on our net income and cash available for distribution; |
| | our limited operating history and the limited experience of Seneca Capital Management LLC, or Seneca, our management company, in managing a real estate investment trust, or REIT; |
| | the ability of our board of directors to change our operating policies and strategies without stockholder approval or notice to you; |
| | effects of interest rate caps on our adjustable-rate and hybrid adjustable-rate mortgage-backed securities; |
| | the degree to which our hedging strategies may or may not protect us from interest rate volatility; |
| | the fact that Seneca could be motivated to recommend riskier investments in an effort to maximize its incentive compensation under its management agreement with us; |
| | potential conflicts of interest arising out of our relationship with Seneca, on the one hand, and Senecas relationships with other third parties, on the other hand; |
| | our ability to invest up to 10% of our investment portfolio in lower-credit quality mortgage-backed securities that carry an increased likelihood of default or rating downgrade relative to investment-grade securities; |
| | your inability to review the assets that we will acquire with the net proceeds of any securities we offer; and |
| | the other important factors described in this Quarterly Report on Form 10-Q, including those under the captions Managements Discussion and Analysis of Financial Condition and Results of Operations, Risk Factors and Quantitative and Qualitative Disclosures about Market Risk. |
We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the events described by our forward-looking statements might not occur. We qualify any and all of our forward-looking statements by these cautionary factors. In addition, you should carefully review the risk factors described in other documents we file from time to time with the Securities and Exchange Commission.
This Quarterly Report on Form 10-Q contains market data, industry statistics and other data that have been obtained from, or compiled from, information made available by third parties. We have not independently verified their data.
ii
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements.
INDEX TO FINANCIAL STATEMENTS
Condensed Consolidated Financial Statements of Luminent Mortgage Capital, Inc.:
| 2 | ||||
| 3 | ||||
| 4 | ||||
| 5 | ||||
| 6 |
1
LUMINENT MORTGAGE CAPITAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
| March 31, | December 31, | |||||||
| (in thousands, except share and per share amounts) | 2005 | 2004 | ||||||
Assets: |
||||||||
Cash and cash equivalents |
$ | 12,380 | $ | 10,581 | ||||
Mortgage-backed securities available-for-sale, at fair value |
233,486 | 186,351 | ||||||
Mortgage-backed securities available-for-sale, pledged as collateral, at fair value |
4,225,251 | 4,641,604 | ||||||
Interest receivable |
17,705 | 18,861 | ||||||
Principal receivable |
10,982 | 13,426 | ||||||
Futures contracts, at fair value |
5,475 | | ||||||
Swap contracts, at fair value |
9,891 | 7,900 | ||||||
Other assets |
1,640 | 1,105 | ||||||
Total assets |
$ | 4,516,810 | $ | 4,879,828 | ||||
Liabilities: |
||||||||
Repurchase agreements |
$ | 4,034,922 | $ | 4,436,456 | ||||
Junior subordinated notes |
49,951 | | ||||||
Cash distribution payable |
13,770 | 15,959 | ||||||
Futures contracts, at fair value |
| 1,073 | ||||||
Accrued interest expense |
28,159 | 17,333 | ||||||
Management
compensation payable, incentive compensation payable and other related party
liabilities |
1,143 | 2,952 | ||||||
Accounts payable and accrued expenses |
985 | 552 | ||||||
Total liabilities |
4,128,930 | 4,474,325 | ||||||
Stockholders Equity: |
||||||||
Preferred stock, par value $0.001: |
||||||||
10,000,000 shares authorized; no shares issued and outstanding |
| | ||||||
Common stock, par value $0.001: |
||||||||
100,000,000 shares authorized; 38,228,817 and 37,113,011 shares issued and
outstanding at March 31, 2005 and December 31, 2004, respectively |
38 | 37 | ||||||
Additional paid-in capital |
490,637 | 478,457 | ||||||
Deferred compensation |
(3,818 | ) | (2,207 | ) | ||||
Accumulated other comprehensive loss |
(94,760 | ) | (61,368 | ) | ||||
Accumulated distributions in excess of accumulated earnings |
(4,217 | ) | (9,416 | ) | ||||
Total stockholders equity |
387,880 | 405,503 | ||||||
Total liabilities and stockholders equity |
$ | 4,516,810 | $ | 4,879,828 | ||||
See notes to condensed consolidated financial statements
2
LUMINENT MORTGAGE CAPITAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| Three Months Ended March 31, | ||||||||
| (in thousands, except share and per share amounts) | 2005 | 2004 | ||||||
Revenues: |
||||||||
Net interest income: |
||||||||
Interest income |
$ | 42,515 | $ | 20,204 | ||||
Interest expense |
20,539 | 6,827 | ||||||
Net interest income |
21,976 | 13,377 | ||||||
Expenses: |
||||||||
Management compensation expense to related party |
1,098 | 787 | ||||||
Incentive compensation expense to related parties |
470 | 846 | ||||||
Salaries and benefits |
208 | 96 | ||||||
Professional services |
562 | 417 | ||||||
Board of directors expense |
119 | 56 | ||||||
Insurance expense |
138 | 220 | ||||||
Custody expense |
51 | 67 | ||||||
Other general and administrative expenses |
361 | 88 | ||||||
Total expenses |
3,007 | 2,577 | ||||||
Net income |
$ | 18,969 | $ | 10,800 | ||||
Net income per share basic |
$ | 0.51 | $ | 0.43 | ||||
Net income per share diluted |
$ | 0.51 | $ | 0.43 | ||||
Weighted-average number of shares outstanding basic |
37,207,135 | 25,077,736 | ||||||
Weighted-average number of shares outstanding diluted |
37,376,107 | 25,085,784 | ||||||
See notes to condensed consolidated financial statements
3
LUMINENT MORTGAGE CAPITAL, INC.
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY
(Unaudited)
| Accumulated | ||||||||||||||||||||||||||||||||
| Accumulate | Distributions | |||||||||||||||||||||||||||||||
| Common Stock | Additional | Other | in Excess of | |||||||||||||||||||||||||||||
| Par | Paid-in | Deferred | Comprehensive | Accumulated | Comprehensive | |||||||||||||||||||||||||||
| (in thousands) | Shares | Value | Capital | Compensation | Income /(Loss) | Earnings | Income/(Loss) | Total | ||||||||||||||||||||||||
Balance, January 1, 2005 |
37,113 | $ | 37 | $ | 478,457 | $ | (2,207 | ) | $ | (61,368 | ) | $ | (9,416 | ) | $ | 405,503 | ||||||||||||||||
Net income |
18,969 | $ | 18,969 | 18,969 | ||||||||||||||||||||||||||||
Mortgage-backed securities
available-for-sale, fair
value
adjustment |
(36,490 | ) | (36,490 | ) | (36,490 | ) | ||||||||||||||||||||||||||
Futures contracts, fair value
adjustment |
5,903 | 5,903 | 5,903 | |||||||||||||||||||||||||||||
Futures contracts, net realized
gains |
(4,732 | ) | (4,732 | ) | (4,732 | ) | ||||||||||||||||||||||||||
Swap contracts, fair value
adjustment |
1,927 | 1,927 | 1,927 | |||||||||||||||||||||||||||||
Comprehensive loss |
$ | (14,423 | ) | |||||||||||||||||||||||||||||
Distributions to stockholders |
(13,770 | ) | (13,770 | ) | ||||||||||||||||||||||||||||
Issuance of common stock |
1,115 | 1 | 12,179 | (1,611 | ) | 10,569 | ||||||||||||||||||||||||||
Amortization of stock options |
1 | 1 | ||||||||||||||||||||||||||||||
Balance, March 31, 2005 |
38,228 | $ | 38 | $ | 490,637 | $ | (3,818 | ) | $ | (94,760 | ) | $ | (4,217 | ) | $ | 387,880 | ||||||||||||||||
See notes to condensed consolidated financial statements
4
LUMINENT MORTGAGE CAPITAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Three Months Ended March 31, | ||||||||
| (in thousands) | 2005 | 2004 | ||||||
Cash flows from operating activities: |
||||||||
Net income |
$ | 18,969 | $ | 10,800 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
Amortization of premium/discount on mortgage-backed securities available-for-sale |
5,821 | 5,208 | ||||||
Amortization of stock options |
1 | 2 | ||||||
Ineffectiveness (gains)/losses on cash flow hedges |
(708 | ) | 10 | |||||
Changes in operating assets and liabilities: |
||||||||
(Increase)/decrease in interest receivable, net of purchased interest |
1,156 | (632 | ) | |||||
Increase in other assets |
(2,146 | ) | (1,003 | ) | ||||
Increase/(decrease) in accounts payable and accrued expenses |
488 | (85 | ) | |||||
Increase in accrued interest expense |
10,826 | 1,485 | ||||||
Increase in management fee payable, incentive compensation payable and other related
party liabilities |
440 | 1,474 | ||||||
Net cash provided by operating activities |
34,847 | 17,259 | ||||||
Cash flows from investing activities: |
||||||||
Purchase of mortgage-backed securities available-for-sale |
(6,183 | ) | (1,116,022 | ) | ||||
Principal payments of mortgage-backed securities |
335,534 | 139,539 | ||||||
Net cash provided by (used in) investing activities |
329,351 | (976,483 | ) | |||||
Cash flows from financing activities: |
||||||||
Net proceeds from issuance of common stock |
9,875 | (356 | ) | |||||
Borrowings under repurchase agreements |
3,429,257 | 11,141,921 | ||||||
Principal payments on repurchase agreements |
(3,830,791 | ) | (10,175,120 | ) | ||||
Distributions to stockholders |
(15,959 | ) | (5,267 | ) | ||||
Borrowing under junior subordinated notes, net of debt issuance costs |
49,951 | | ||||||
Amortization of net realized gains on Eurodollar futures contracts |
(4,728 | ) | | |||||
Realized losses on Eurodollar futures contracts |
(4 | ) | (412 | ) | ||||
Other |
| (92 | ) | |||||
Net cash (used in) provided by financing activities |
(362,399 | ) | 960,674 | |||||
Net increase in cash and cash equivalents |
1,799 | 1,450 | ||||||
Cash and cash equivalents, beginning of the period |
10,581 | 729 | ||||||
Cash and cash equivalents, end of the period |
$ | 12,380 | $ | 8,669 | ||||
Supplemental disclosure of cash flow information: |
||||||||
Interest paid |
$ | 15,848 | $ | 5,328 | ||||
Non-cash investing and financing activities: |
||||||||
Increase in unsettled security purchases |
$ | | $ | 923,026 | ||||
Increase in offering proceeds available |
| (157,865 | ) | |||||
(Increase)/decrease in principal receivable |
2,444 | (3,410 | ) | |||||
Incentive compensation payable settled through issuance of restricted stock |
2,250 | 390 | ||||||
Accounts payable and accrued expenses settled through issuance of restricted stock |
55 | | ||||||
Deferred compensation reclassified to stockholders equity upon issuance of restricted stock |
(1,611 | ) | (286 | ) | ||||
See notes to condensed consolidated financial statements
5
LUMINENT MORTGAGE CAPITAL, INC.
NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1ACCOUNTING POLICIES
Luminent Mortgage Capital, Inc., or the Company, is a real estate investment trust which invests primarily in U.S. agency and other highly-rated single-family, adjustable-rate, hybrid adjustable-rate and fixed rate mortgage-backed securities. Seneca Capital Management LLC, or the Manager, pursuant to a management agreement, manages the Company and its investment portfolio.
The accounting and reporting policies of the Company conform with accounting principles generally accepted in the United States of America, or GAAP. Preparing the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and income and expenses during the reporting period.
The information furnished in these unaudited consolidated condensed interim statements reflects all adjustments that are, in the opinion of management, necessary for a fair statement of the results for the periods presented. These adjustments are of a normal recurring nature, unless otherwise disclosed in this Form 10-Q. The results of operations in the interim statements do not necessarily indicate the results that may be expected for the full year. The interim financial information should be read in conjunction with the Companys 2004 Annual Report on Form 10-K filed with the Securities and Exchange Commission, or SEC, on March 14, 2005 (file number 001-31828).
Descriptions of the significant accounting policies of the Company are included in Note 2 to financial statements in the Companys 2004 Annual Report on Form 10-K. There have been no significant changes to these policies during 2005. See description of newly adopted and newly applicable accounting policies below.
Investment in Subsidiary Trust and Junior Subordinated Notes
On March 15, 2005, Diana Statutory Trust I, or the Trust, was created for the sole purpose of issuing and selling preferred securities. Diana Statutory Trust I is a special purpose entity. In accordance with Financial Accounting Standards Board Interpretation, or FIN, 46(R), Consolidation of Variable Interest Entities, the Trust is not consolidated into the Companys consolidated financial statements, because the Companys investment in the Trust is not considered to be a variable interest. The Companys investment in the Trust is recorded in other assets on the balance sheet.
Junior subordinated notes issued to the Trust are accounted for as liabilities on the balance sheet net of deferred debt issuance costs. Interest expense on the notes and amortization of debt issue costs is recorded in the income statement.
See Note 7 for further discussion on the preferred securities of the Trust and junior subordinated notes.
Purchased Beneficial Interests
During the first quarter of 2005, the Company purchased certain beneficial interests in securitized financial assets required to be accounted for in accordance with Emerging Issues Task Force, or EITF, 99-20, Recognition of Interest Income and Impairment on Purchased and Retained Beneficial Interests in Securitized Financial Assets. Purchased beneficial interests are carried on the balance sheet at fair value and are included in mortgage-backed securities available-for-sale. In the event that a security becomes impaired, the cost of the security is written down and the difference is reflected in current earnings. Interest income is recognized using the effective yield method. The prospective method is used for adjusting the level yield used to recognize interest income when estimates of future cash flows over the remaining life of a security either increase or decrease. Cash flows are projected based on managements assumptions for prepayment rates and credit losses. Actual economic conditions may produce cash flows that could differ significantly from projected cash flows, and could result in an increase or decrease in the yield used to record interest income or could result in an impairment charge.
6
LUMINENT MORTGAGE CAPITAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Share-based Compensation
In December 2004, the Financial Accounting Standards Board, or FASB, issued SFAS No. 123(R) (revised 2004), Share-Based Payment. This Statement requires compensation expense to be recognized in an amount equal to the estimated fair value at the grant date of stock options and similar awards granted to employees. The accounting provisions of this Statement are effective for awards granted, modified or settled after July 1, 2005. The Company adopted this statement as of January 1, 2005, and has applied its provisions to awards granted to employees and directors. Adoption of SFAS No. 123(R) did not affect the accounting for restricted stock issued to the Manager, and did not have a material impact on the Companys financial condition or results of operations.
NOTE 2MORTGAGE-BACKED SECURITIES
The following table summarizes the Companys mortgage-backed securities classified as available-for-sale at March 31, 2005, which are carried at fair value:
| Total | ||||||||||||||||||||
| Adjustable- | Hybrid | Balloon | Mortgage- | |||||||||||||||||
| Rate | Adjustable-Rate | Maturity | Other | Backed | ||||||||||||||||
| (in thousands) | Securities | Securities | Securities | Securities | Securities | |||||||||||||||
Amortized cost |
$ | 116,273 | $ | 4,387,928 | $ | 55,008 | $ | 5,316 | $ | 4,564,525 | ||||||||||
Unrealized gains |
25 | | | 299 | 324 | |||||||||||||||
Unrealized losses |
(1,792 | ) | (102,482 | ) | (1,838 | ) | | (106,112 | ) | |||||||||||
Fair value |
$ | 114,506 | $ | 4,285,446 | $ | 53,170 | $ | 5,615 | $ | 4,458,737 | ||||||||||
% of total |
2.6 | % | 96.1 | % | 1.2 | % | 0.1 | % | 100.0 | % | ||||||||||
The Companys portfolio of other mortgage-backed securities available-for-sale at March 31, 2005 included beneficial interests in securitized financial assets that the Company purchased from third parties.
The following table summarizes the Companys mortgage-backed securities classified as available-for-sale at December 31, 2004, which are carried at fair value:
| Total | ||||||||||||||||
| Adjustable | Hybrid | Balloon | Mortgage- | |||||||||||||
| Rate | Adjustable-Rate | Maturity | Backed | |||||||||||||
| (in thousands) | Securities | Securities | Securities | Securities | ||||||||||||
Amortized cost |
$ | 127,360 | $ | 4,714,759 | $ | 55,134 | $ | 4,897,253 | ||||||||
Unrealized gains |
33 | 739 | | 772 | ||||||||||||
Unrealized losses |
(1,618 | ) | (67,340 | ) | (1,112 | ) | (70,070 | ) | ||||||||
Fair value |
$ | 125,775 | $ | 4,648,158 | $ | 54,022 | $ | 4,827,955 | ||||||||
% of total |
2.6 | % | 96.3 | % | 1.1 | % | 100.0 | % | ||||||||
At March 31, 2005 and