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EX-32.1 - PEO & PFO SECTION 906 CERT - DYNEX CAPITAL INCex32-1.htm
EX-31.1 - PEO SECTION 302 CERT - DYNEX CAPITAL INCex31-1.htm
EX-10.9 - PERFORMANCE BONUS PROGRAM - DYNEX CAPITAL INCex10-9.htm
EX-31.2 - PFO SECTION 302 CERT - DYNEX CAPITAL INCex31-2.htm


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549

FORM 10-Q

 
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2010

or

 
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number: 1-9819

DYNEX CAPITAL, INC.
(Exact name of registrant as specified in its charter)

Virginia
52-1549373
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)
   
4991 Lake Brook Drive, Suite 100, Glen Allen, Virginia
23060-9245
(Address of principal executive offices)
(Zip Code)
   
(804) 217-5800
(Registrant’s telephone number, including area code)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes           þ           No           o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes           o           No           o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer
o
Accelerated filer
þ
Non-accelerated filer
o  (Do not check if a smaller reporting company)
Smaller reporting company
o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes           o           No           þ

On August 5, 2010, the registrant had 18,168,742 shares outstanding of common stock, $0.01 par value, which is the registrant’s only class of common stock.


 
 

 

DYNEX CAPITAL, INC.
FORM 10-Q

INDEX


     
Page
PART I.
FINANCIAL INFORMATION
 
       
 
Item 1.
Financial Statements
 
       
   
Consolidated Balance Sheets as of June 30, 2010 (unaudited) and December 31, 2009
1
       
   
Consolidated Statements of Income for the three and six months ended June 30, 2010
and June 30, 2009 (unaudited)
2
       
   
Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2010 and June 30, 2009 (unaudited)
3
       
   
Consolidated Statements of Shareholders’ Equity for the six months ended
June 30, 2010 (unaudited)
4
       
   
Consolidated Statements of Cash Flows for the six months ended June 30, 2010 and June 30, 2009 (unaudited)
5
       
   
Condensed Notes to Unaudited Consolidated Financial Statements
6
       
 
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
28
       
 
Item 3.
Quantitative and Qualitative Disclosures about Market Risk
49
       
 
Item 4.
Controls and Procedures
56
       
PART II.
OTHER INFORMATION
 
       
 
Item 1.
Legal Proceedings
57
       
 
Item 1A.
Risk Factors
58
       
 
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
58
       
 
Item 3.
Defaults Upon Senior Securities
58
       
 
Item 4.
(Removed and Reserved)
58
       
 
Item 5.
Other Information
58
       
 
Item 6.
Exhibits
60
       
SIGNATURES
61


 
 

 


 
 
PART I.  FINANCIAL INFORMATION
 
 
Item 1.
Financial Statements
 
 
DYNEX CAPITAL, INC.
CONSOLIDATED BALANCE SHEETS
(amounts in thousands except share data)
 

   
June 30, 2010
   
December 31, 2009
 
   
(unaudited)
       
ASSETS
           
Agency MBS (including pledged of $519,511 and $575,386,  respectively)
  $ 568,966     $ 594,120  
Non-Agency securities (including pledged of $168,660 and $82,770, respectively)
    179,996       109,110  
Securitized mortgage loans, net
    192,666       212,471  
Other investments, net
    1,597       2,280  
      943,225       917,981  
                 
Cash and cash equivalents
    30,279       30,173  
Derivative assets
          1,008  
Accrued interest receivable
    5,043       4,583  
Other assets, net
    4,891       4,317  
Total assets
  $ 983,438     $ 958,062  
                 
LIABILITIES AND SHAREHOLDERS’ EQUITY
               
                 
Liabilities:
               
Repurchase agreements
  $ 590,925     $ 638,329  
Non-recourse collateralized financing
    191,929       143,081  
Derivative liabilities
    2,835        
Accrued interest payable
    1,145       1,208  
Other liabilities
    5,773       6,691  
      792,607       789,309  
Commitments and Contingencies (Note 13)
               
                 
Shareholders’ equity:
               
Preferred stock, par value $.01 per share, 50,000,000 shares
               
authorized; 9.5% Cumulative Convertible Series D, 4,221,539 shares
               
issued and outstanding ($43,218 aggregate liquidation preference)
    41,749       41,749  
Common stock, par value $.01 per share, 100,000,000 shares
authorized; 15,168,742 and 13,931,512 shares issued and outstanding, respectively
      152         139  
Additional paid-in capital
    390,544       379,717  
Accumulated other comprehensive income
    17,436       10,061  
Accumulated deficit
    (259,050 )     (262,913 )
      190,831       168,753  
 Total liabilities and shareholders’ equity
  $ 983,438     $ 958,062  

See condensed notes to unaudited consolidated financial statements.

 
1

 



DYNEX CAPITAL, INC.
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
 (amounts in thousands except per share data)

   
Three Months Ended
   
Six Months Ended
 
   
June 30,
   
June 30,
 
   
2010
   
2009
   
2010
   
2009
 
Interest income:
                       
Agency MBS
  $ 4,610     $ 5,096     $ 9,478     $ 9,531  
Non-Agency securities
    3,741       156       6,241       315  
Securitized mortgage loans
    3,355       4,485       6,978       9,306  
Other investments
    32       78       64       135  
Cash and cash equivalents
    2       4       5       9  
      11,740       9,819       22,766       19,296  
Interest expense:
                               
Repurchase agreements
    1,362       829       2,625       1,893  
Non-recourse collateralized financing
    2,446       2,711       5,013       5,686  
Other interest expense
          398             792  
      3,808       3,938       7,638       8,371  
                                 
Net interest income
    7,932       5,881       15,128       10,925  
Provision for loan losses
    (150 )     (139 )     (559 )     (318 )
Net interest income after provision for loan losses
    7,782       5,742       14,569       10,607  
                                 
Gain on sale of investments, net
    716       138       794       221  
Fair value adjustments, net
    71       (507 )     153       138  
Other income, net
    555       143       1,224       164  
Equity in income (loss) of joint venture, net
          610             (144 )
General and administrative expenses:
                               
Compensation and benefits
    (870 )     (1,069 )     (1,842 )     (1,953 )
Other general and administrative expenses
    (987 )     (687 )     (2,094 )     (1,530 )
                                 
Net income
    7,267       4,370       12,804       7,503  
Preferred stock dividends
    (1,003 )     (1,003 )     (2,005 )     (2,005 )
                                 
Net income to common shareholders
  $ 6,264     $ 3,367     $ 10,799     $ 5,498  
                                 
Weighted average common shares:
                               
Basic
    15,122       12,988       14,668       12,581  
Diluted
    19,347       17,210       18,893       12,581  
Net income per common share:
                               
Basic
  $ 0.41     $ 0.26     $ 0.74     $ 0.44  
Diluted
  $ 0.38     $ 0.25     $ 0.68     $ 0.44  
                                 
Dividends declared per common share
  $ 0.23     $ 0.23     $ 0.46     $ 0.46  

See condensed notes to unaudited consolidated financial statements.




 
2

 


DYNEX CAPITAL, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
 (amounts in thousands)


   
Three Months Ended
   
Six Months Ended
 
   
June 30,
   
June 30,
 
   
2010
   
2009
   
2010
   
2009
 
Net income
  $ 7,267     $ 4,370     $ 12,804     $ 7,503  
Other comprehensive income:
                               
Available-for-sale securities:
                               
Change in market value
    6,674       3,878       11,987       7,431  
Reclassification adjustment for net gain on sale of investments
    (702 )     (138 )     (779 )     (221 )
Reclassification adjustment for equity in the joint venture’s other-than-temporary impairment
                      707  
Net unrealized loss on cash flow hedging instruments
    (2,648 )           (3,833 )      
Other comprehensive income
    3,324       3,740       7,375       7,917  
                                 
Comprehensive income
    10,591       8,110       20,179       15,420  
Dividends declared on preferred stock
    (1,003 )     (1,003 )     (2,005 )     (2,005 )
Comprehensive income to common shareholders
  $ 9,588     $ 7,107     $ 18,174     $ 13,415  
                                 

See condensed notes to unaudited consolidated financial statements.


 
3

 

DYNEX CAPITAL, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(UNAUDITED)
 (amounts in thousands)

   
Preferred
Stock
   
Common
Stock
   
Additional
Paid-in
Capital
   
Accumulated Other
Compre­hensive
Income
   
Accumulated
Deficit
   
Total
 
Balance as of December 31, 2009
  $ 41,749     $ 139     $ 379,717     $ 10,061     $ (262,913 )   $ 168,753  
Common stock issuance
          13       10,846                   10,859  
Restricted stock vesting
                (19 )                 (19 )
Cumulative effect of adoption ofnew accounting principle
                            12       12  
Net income
                            12,804       12,804  
Dividends on preferred stock
                            (2,005 )     (2,005 )
Dividends on common stock
                            (6,948 )     (6,948 )
Other comprehensive income
                      7,375             7,375  
Balance as of June 30, 2010
  $ 41,749     $ 152     $ 390,544     $ 17,436     $ (259,050 )   $ 190,831  

See condensed notes to unaudited consolidated financial statements.

 
4

 

DYNEX CAPITAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
 (amounts in thousands)

   
Six Months Ended June 30,
 
   
2010
   
2009
 
Operating activities:
           
Net income
  $ 12,804     $ 7,503  
Adjustments to reconcile net income to cash provided by operating
activities:
               
Increase in accrued interest receivable
    (460 )     (918 )
Decrease in accrued interest payable
    (63 )     (521 )
Provision for loan losses
    559       318  
Gain on sale of investments, net
    (794 )     (221 )
Fair value adjustments, net
    (153 )     (138 )
Equity in loss of joint venture, net
          144  
Amortization and depreciation
    3,197       1,093  
Stock based compensation expense
    163       351  
Net change in other assets and other liabilities
    (2,245 )     (1,364 )
Net cash and cash equivalents provided by operating activities
    13,008       6,247  
                 
Investing activities:
               
Purchase of investments
    (219,279 )     (237,475 )
Payments received on investments
    145,274       49,536  
Proceeds from sales of investments
    50,883       3,694  
Principal payments received on securitized mortgage loans
    19,443       10,431  
Other investing activities
    856       (1,540 )
Net cash and cash equivalents used in investing activities
    (2,823 )     (175,354 )
                 
Financing activities:
               
(Repayment of) borrowings under repurchase agreements, net
    (47,404 )     198,314  
Non-recourse collateralized financing
    50,678        
Principal payments on non-recourse collateralized financing
    (15,544 )     (7,880 )
Redemption of securitization financing
          (15,492 )
Decrease in restricted cash
          2,974  
Proceeds from issuance of common stock
    10,859       6,658  
Dividends paid
    (8,668 )     (7,602 )
Net cash and cash equivalents (used in) provided by
financing activities
    (10,079 )     176,972  
                 
Net increase in cash and cash equivalents
    106       7,865  
Cash and cash equivalents at beginning of period
    30,173       24,335  
Cash and cash equivalents at end of period
  $ 30,279     $ 32,200  
                 
Supplemental Non-Cash Investing and Financing Activities:
               
Common dividends declared but not paid
  $ 3,489     $ 3,029  
Preferred dividends declared but not paid
  $ 1,003     $ 1,003  
                 

See condensed notes to unaudited consolidated financial statements.


 
5

 

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
DYNEX CAPITAL, INC.
(amounts in thousands except share and per share data)

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Basis of Presentation

The accompanying consolidated financial statements of Dynex Capital, Inc. and its qualified real estate investment trust (“REIT”) subsidiaries and its taxable REIT subsidiary (together, “Dynex” or the “Company”) have been prepared in accordance with the instructions to the Quarterly Report on Form 10-Q and Article 10, Rule 10-01 of Regulation S-X promulgated by the Securities and Exchange Commission (the “SEC”).  Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements.  In the opinion of management, all significant adjustments, consisting of normal recurring accruals considered necessary for a fair presentation of the consolidated financial statements, have been included.  Operating results for the three and six months ended June 30, 2010 are not necessarily indicative of the results that may be expected for any other interim periods or for the entire year ending December 31, 2010.  The unaudited consolidated financial statements included herein should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009, filed with the SEC.

Certain items in the prior year’s consolidated financial statements have been reclassified to conform to the current year’s presentation.  The Company’s consolidated statements of cash flows now present separately its changes in accrued interest receivable and accrued interest payable, which were previously included within its net change in other assets and other liabilities as well as within other investing activities.  These respective amounts on the consolidated statement of cash flows for the six months ended June 30, 2009 presented herein have been reclassified to conform to the current year presentation and have no effect on reported total assets or total liabilities or results of operations.
 
Consolidation of Subsidiaries
 
The consolidated financial statements include the accounts of the Company, its qualified REIT subsidiaries and its taxable REIT subsidiary.  The consolidated financial statements represent the Company’s accounts after the elimination of intercompany balances and transactions.  The Company consolidates entities in which it owns more than 50% of the voting equity and control does not rest with others and variable interest entities in which it is determined to be the primary beneficiary in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 810.  The Company follows the equity method of accounting for investments with greater than a 20% and less than 50% interest in partnerships and corporate joint ventures or when it is able to influence the financial and operating policies of the investee but owns less than 50% of the voting equity.
 
Use of Estimates
 
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of revenue and expenses during the reported period.  Actual results could differ from those estimates.  The most significant estimates used by management include but are not limited to fair value measurements of its investments, allowance for loan losses, other-than-temporary impairments, commitments and contingencies, and amortization of premiums and discounts. These items are discussed further below within this note to the consolidated financial statements.
 
Federal Income Taxes
 
The Company believes it has complied with the requirements for qualification as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”).  As such, the Company believes that it qualifies as a REIT for federal income tax purposes, and it generally will not be subject to federal income tax on the amount of its income or gain that is distributed as dividends to shareholders.  The Company uses the calendar year for both tax and financial reporting purposes.  There may be differences between taxable income and income computed in accordance with GAAP.
 
 
 
 
6

 

 
Investments
 
The Company’s investments include Agency mortgage backed securities (“MBS”), non-Agency securities, securitized mortgage loans, and other investments.

Agency MBS. Agency MBS are comprised of residential mortgage backed securities (“RMBS”) and commercial mortgage backed securities (“CMBS”) issued or guaranteed by a federally chartered corporation, such as Federal National Mortgage Corporation, or Fannie Mae, or Federal Home Loan Mortgage Corporation, or Freddie Mac, or an agency of the U.S. government, such as Government National Mortgage Association, or Ginnie Mae.  The Company’s Agency MBS are comprised primarily of Hybrid Agency ARMs and Agency ARMs and, to a lesser extent, fixed-rate Agency MBS.  Hybrid Agency ARMs are MBS collateralized by hybrid adjustable rate mortgage loans which are loans that have a fixed rate of interest for a specified period (typically three to ten years) and which then adjust their interest rate at least annually to an increment over a specified interest rate index as further discussed below.  Agency ARMs are MBS collateralized by adjustable rate mortgage loans which have interest rates that generally will adjust at least annually to an increment over a specified interest rate index.  Agency ARMs also include Hybrid Agency ARMs that are past their fixed rate periods.

Interest rates on the adjustable rate mortgage loans collateralizing the Hybrid Agency ARMs or Agency ARMs are based on specific index rates, such as the one-year constant maturity treasury, or CMT rate, the London Interbank Offered Rate, or LIBOR, the Federal Reserve U.S. 12-month cumulative average one-year CMT, or MTA, or the 11th District Cost of Funds Index, or COFI.  These loans will typically have interim and lifetime caps on interest rate adjustments, or interest rate caps, limiting the amount that the rates on these loans may reset in any given period.

The Company accounts for its Agency MBS in accordance with ASC Topic 320, which requires that investments in debt and equity securities be designated as either “held-to-maturity,” “available-for-sale” or “trading” at the time of acquisition.  All of the Company’s securities are designated as available-for-sale with changes in their fair value reported in other comprehensive income until the security is collected, disposed of, or determined to be other than temporarily impaired.  The Company determines the fair value of its investment securities based upon prices obtained from a third-party pricing service and broker quotes.  Although the Company generally intends to hold its investment securities until maturity, it may, from time to time, sell any of its securities as part of the overall management of its business.  The available-for-sale designation provides the Company with the flexibility to sell any of its investment securities.  Upon the sale of an investment security, any unrealized gain or loss is reclassified out of accumulated other comprehensive income (“AOCI”) to earnings as a realized gain or loss using the specific identification method.

Substantially all of the Company’s Agency MBS are pledged as collateral against repurchase agreements.

Non-Agency Securities.  The Company’s non-Agency securities are comprised of CMBS and RMBS, the majority of which are investment grade rated.  Interest rates for non-Agency securities collateralized with adjustable rate mortgage loans are based on indexes similar to those of Agency MBS.  Like Agency MBS, the Company accounts for its non-Agency securities in accordance with ASC Topic 320, and all of the Company’s non-Agency securities are designated as available-for-sale with changes in their fair value reported in other comprehensive income until the security is collected, disposed of, or determined to be other than temporarily impaired.
 
The Company determines the fair value for certain of its non-Agency securities based upon prices obtained from a third-party pricing service and broker quotes with the remainder of the non-Agency securities being valued by discounting the estimated future cash flows derived from pricing models that utilize information such as the security’s coupon rate, estimated prepayment speeds, expected weighted average life, collateral composition, estimated future interest rates, expected losses, credit enhancement, as well as certain other relevant information.  Like Agency MBS, the Company generally intends to hold its investments in non-Agency securities until maturity, but it may, from time to time, sell any of its securities as part of the overall management of its business.  Upon the sale of an investment security, any unrealized gain or loss is reclassified out of AOCI to earnings as a realized gain or loss using the specific identification method.
 
Securitized Mortgage Loans. Securitized mortgage loans consist of loans pledged to support the repayment of securitization financing bonds issued by the Company.  Securitized mortgage loans are reported at amortized cost.  An allowance has been established for currently existing estimated losses on such loans.  Securitized mortgage loans can only be sold subject to the lien of the respective securitization financing indenture.
 
 
 
 
 
7

 

Other Investments.  Other investments include unsecuritized single-family and commercial mortgage loans which are carried at amortized cost.
 
Allowance for Loan Losses

An allowance for loan losses has been estimated and established for currently existing and probable losses for mortgage loans that are considered impaired.  Provisions made to increase the allowance are charged as a current period expense.  Commercial mortgage loans are secured by income-producing real estate and are evaluated individually for impairment when the debt service coverage ratio on the mortgage loan is less than 1:1 or when the mortgage loan is delinquent.  An allowance may be established for a particular impaired commercial mortgage loan.  Commercial mortgage loans not evaluated for individual impairment or not deemed impaired are evaluated for a general allowance.  Certain of the commercial mortgage loans are covered by mortgage loan guarantees that limit the Company’s exposure on these mortgage loans.  Single family mortgage loans are considered homogeneous and are evaluated on a pool basis for a general allowance.

The Company considers various factors in determining its specific and general allowance requirements, including  whether a loan is delinquent, the Company’s historical experience with similar types of loans, historical cure rates of delinquent loans, and historical and anticipated loss severity of the mortgage loans as they are liquidated.  The factors may differ by mortgage loan type (e.g., single-family versus commercial) and collateral type (e.g., multifamily versus office property).  The allowance for loan losses is evaluated and adjusted periodically by management based on the actual and estimated timing and amount of probable credit losses, using the above factors, as well as industry loss experience.

In reviewing both general and specific allowance requirements for commercial mortgage loans, for loans secured by low-income housing tax credit (“LIHTC”) properties, the Company considers the remaining life of the tax compliance period in its analysis.  Because defaults on mortgage loan financings for these properties can result in the recapture of previously received tax credits for the borrower, the potential cost of this recapture provides an incentive to support the property during the compliance period, which has historically decreased the likelihood of defaults for these types of loans.
 
Repurchase Agreements
 
The Company uses repurchase agreements to finance certain of its investments.  Under these repurchase agreements, the Company sells the securities to a lender and agrees to repurchase the same securities in the future for a price that is higher than the original sales price.  The difference between the sales price that the Company receives and the repurchase price that the Company pays represents interest paid to the lender.  Although legally structured as a sale and repurchase obligation, a repurchase agreement is generally treated as a financing in accordance with the provision of ASC Topic 860 under which the Company pledges its securities as collateral to secure a loan, which is equal in value to a specified percentage of the estimated fair value of the pledged collateral.  The Company retains beneficial ownership of the pledged collateral.  At the maturity of a repurchase agreement, the Company is required to repay the loan and concurrently receives back its pledged collateral from the lender or, with the consent of the lender, the Company may renew the agreement at the then prevailing financing rate.  A repurchase agreement lender may require the Company to pledge additional collateral in the event the estimated fair value of the existing pledged collateral declines.  Repurchase agreement financing is recourse to the Company and the assets pledged.  All of the Company’s repurchase agreements are based on the September 1996 version of the Bond Market Association Master Repurchase Agreement, which provides that the lender is responsible for obtaining collateral valuations from a generally recognized source agreed to by both the Company and the lender, or the most recent closing quotation of such source.
 
Securitization Transactions
 
The Company has securitized mortgage loans through securitization transactions by transferring financial assets to a wholly owned trust, where the trust issues non-recourse securitization financing bonds pursuant to an indenture.  The Company retains some form of control over the transferred assets, and therefore the trust is included in the consolidated financial statements of the Company.  For accounting and tax purposes, the loans and securities financed through the issuance of bonds in a securitization financing transaction are treated as assets of the Company (presented as securitized mortgage loans on the balance sheet), and the associated bonds issued are treated as debt of the Company (presented as a portion of
 

 
8

 

 non-recourse collateralized financing on the balance sheet).  The Company has retained certain of the bonds issued by the trust and has transferred collateral in excess of the bonds issued.  This excess is typically referred to as over-collateralization.  Each securitization trust generally provides the Company the right to redeem, at its option, the remaining outstanding bonds prior to their maturity date.
 
In December 2009, the Company re-securitized a portion of its CMBS and sold $15,000 of bonds to a special purpose entity which is not included in the consolidated balance sheet of the Company as of December 31, 2009, but is included in the consolidated balance sheet as of June 30, 2010 as required by amendments to ASC Topic 860 which became effective January 1, 2010.
 
Derivative Instruments
 
The Company may enter into interest rate swap agreements, interest rate cap agreements, interest rate floor agreements, financial forwards, financial futures and options on financial futures (“interest rate agreements”) to manage its sensitivity to changes in interest rates.  These interest rate agreements are intended to offset potentially reduced net interest income and cash flow under certain interest rate environments.  The Company accounts for its interest rate agreements under ASC Topic 815, designating each as either hedge positions or trading positions using criteria established therein.  In order to qualify as a cash flow hedge, ASC Topic 815 requires formal documentation to be prepared at the inception of the interest rate agreement.  This formal documentation must describe the risk being hedged, identify the hedging instrument and the means to be used for assessing the effectiveness of the hedge, and demonstrate that the hedging instrument will be highly effective at hedging the risk exposure.  If these conditions are not met, an interest rate agreement will be classified as a trading position.
 
For interest rate agreements designated as cash flow hedges, the Company evaluates the effectiveness of these hedges against the financial instrument being hedged.  The effective portion of the hedge relationship on an interest rate agreement designated as a cash flow hedge is reported in AOCI and is later reclassified into the statement of income in the same period during which the hedged transaction affects earnings.  The ineffective portion of such hedge is immediately reported in the current period’s statement of income.  These derivative instruments are carried at fair value on the Company’s balance sheet in accordance with ASC Topic 815.  Cash posted to meet margin calls, if any, is included on the consolidated balance sheets in other assets.
 
The Company may be required periodically to terminate hedging instruments.  Any basis adjustments or changes in the fair value of hedges recorded in other comprehensive income are recognized into income or expense in conjunction with the original hedge or hedged exposure.
 
If the underlying asset, liability or commitment is sold or matures, the hedge is deemed partially or wholly ineffective, or if the criterion that was established at the time the hedging instrument was entered into no longer exists, the interest rate agreement no longer qualifies as a designated hedge.  Under these circumstances, such changes in the market value of the interest rate agreement are recognized in current period’s statement of income.
 
For interest rate agreements designated as trading positions, realized and unrealized changes in fair value of these instruments are recognized in the statement of income as trading income or loss in the period in which the changes occur or when such trade instruments are settled.  As of June 30, 2010 and December 31, 2009, the Company does not have any derivative instruments designated as trading positions.
 
Interest Income
 
Interest income on securities and loans that are rated “AAA” is recognized over the contractual life of the investment using the effective interest method.  Interest income on non-Agency securities that are rated “AA” or lower is recognized over the expected life as adjusted for estimated prepayments and credit losses of the securities in accordance with ASC Topic 325.
 

 
9

 

For loans, the accrual of interest is discontinued when, in the opinion of management, the interest is not collectible in the normal course of business, when the loan is significantly past due or when the primary servicer of the loan fails to advance the interest and/or principal due on the loan.  Loans are considered past due when the borrower fails to make a timely payment in accordance with the underlying loan agreement.  For securities and other investments, the accrual of interest is discontinued when, in the opinion of management, it is probable that all amounts contractually due will not be collected.  All interest accrued but not collected for investments that are placed on a non-accrual status or are charged-off is reversed against interest income.  Interest on these investments is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual status.  Investments are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.
 
Amortization of Premiums, Discounts, and Deferred Issuance Costs
 
Premiums and discounts on investments and obligations, as well as debt issuance costs and hedging basis adjustments, are amortized into interest income or expense, respectively, over the contractual life of the related investment or obligation using the effective interest method in accordance with ASC Topic 310 and ASC Topic 470.  For securities representing beneficial interests in securitizations that are not highly rated, unamortized premiums and discounts are recognized over the expected life, as adjusted for estimated prepayments and credit losses of the securities, in accordance with ASC Topic 325.  Actual prepayment and credit loss experience are reviewed, and effective yields are recalculated when originally anticipated prepayments and credit losses differ from amounts actually received plus anticipated future prepayments.
 
Other-than-Temporary Impairments
 
The Company evaluates all debt securities in its investment portfolio for other-than-temporary impairments by applying the guidance prescribed in ASC Topic 320, which states that a debt security is considered to be other-than-temporarily impaired if the present value of cash flows expected to be collected is less than the security’s amortized cost basis (the difference being defined as the credit loss) or if the fair value of the security is less than the security’s amortized cost basis and the Company intends, or is required, to sell the security before recovery of the security’s amortized cost basis.  Declines in the fair value of held-to-maturity and available-for-sale securities below their cost that are deemed to be other-than-temporary are reflected in earnings as realized losses to the extent the impairment is related to credit losses.  Any remaining difference between fair value and amortized cost is recognized in other comprehensive income. In certain instances, as a result of the other-than-temporary impairment analysis, the recognition or accrual of interest will be discontinued and the security will be placed on non-accrual status.  Securities normally are not placed on non-accrual status if the servicer continues to advance on the delinquent mortgage loans in the security.
 
Contingencies
 
In the normal course of business, there are various lawsuits, claims, and contingencies pending against the Company.  In accordance with ASC Topic 450, we evaluate whether to establish provisions for estimated losses from pending claims, investigations and proceedings.  Although the ultimate outcome of the various matters cannot be ascertained at this point, it is the opinion of management, after consultation with counsel, that the resolution of the foregoing matters will not have a material adverse effect on the financial condition of the Company taken as a whole.  Such resolution may, however, have a material effect on the results of operations or cash flows in any future period, depending on the level of income for such period.
 

 
10

 


 
Recent Accounting Pronouncements
 
In January 2010, FASB issued Accounting Standards Update (“ASU” or “Update”) No. 2010-01 which amends the accounting guidance specified in ASC Topic 505.  Specifically, the amendment clarifies that the stock portion of a distribution to stockholders that allows them to elect to receive cash or stock with a potential limitation on the total amount of cash that all stockholders can elect to receive in the aggregate is considered a share issuance that is reflected in earnings per share prospectively and is not a stock dividend.  This Update is effective for interim and annual reporting periods ending on or after December 15, 2009, and should be applied retrospectively.  The Company has only distributed cash dividends to its stockholders, and does not currently intend to change this policy.  As such, this amendment to ASC Topic 505 did not have and is not expected to have a material impact on the Company’s financial condition or results of operations.
 
In January 2010, FASB issued Update No. 2010-06, which amends ASC Topic 820 to require additional disclosures and to clarify existing disclosures.  Specifically, entities will be required to disclose reasons for and amounts of transfers in and out of levels 1 and 2 as well as a reconciliation of level 3 measurements to include separate information about purchases, sales, issuances, and settlements.  Additionally, this amendment clarifies that a “class” of assets or liabilities is often a subset of assets or liabilities within a line item on the entity’s balance sheet, and that a reporting entity should provide fair value measurement disclosures for each class.  This amendment also clarifies that disclosures about valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements is required for those measurements that fall in either level 2 or 3.  The effective date for the new disclosure requirements relating to the rollforward of activity in level 3 fair value measurements is for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years.  All other new disclosures and clarifications of existing disclosures issued in this Update are effective for interim and annual reporting periods beginning after December 15, 2009.  The Company has not had any transfers into or out of levels 1 or 2, but will provide these disclosures in the future when such a change occurs.  Because these amendments to ASC Topic 820 relate only to disclosures and do not alter GAAP, they do not impact the Company’s financial condition or results of operations.
 
In February 2010, ASU No. 2010-10 was issued which allows certain reporting entities to defer the consolidation requirements amended in ASC Topic 810 by ASU No. 2009-17.  The Company is not eligible for this deferral.  As such, the amendments provided in ASU No. 2009-17 were adopted by the Company effective January 1, 2010.
 
In April 2010, FASB issued ASU No. 2010-18 which amends ASC Topic 310 to provide that modifications of loans that are accounted for within a pool under Subtopic 310-30 do not result in the removal of those loans from the pool even if the modification of those loans would otherwise be considered a troubled debt restructuring. An entity will continue to be required to consider whether the pool of assets in which the loan is included is impaired if expected cash flows for the pool change.  ASU 2010-18 does not affect the accounting for loans under the scope of Subtopic 310-30 that are not accounted for within pools. Loans accounted for individually under Subtopic 310-30 continue to be subject to the troubled debt restructuring accounting provisions within Subtopic 310-40.  ASU 2010-18 is effective prospectively for modifications of loans accounted for within pools under Subtopic 310-30 occurring in the first interim or annual period ending on or after July 15, 2010. Early application is permitted.  Management has evaluated these amendments and has determined that they will not have a material impact on the Company’s financial condition or results of operations.
 
NOTE 2 – NET INCOME PER COMMON SHARE
 
Net income per common share is presented on both a basic and diluted basis.  Diluted net income per common share assumes the conversion of the convertible preferred stock into common stock using the two-class method, and stock options using the treasury stock method, but only if these items are dilutive.  Each share of Series D preferred stock is convertible into one share of common stock.  The following tables reconcile the numerator and denominator for both basic and diluted net income per common share:
 

 
11

 


 
   
Three Months Ended June 30,
 
   
2010
   
2009
 
   
 
Income
   
Weighted-Average Common Shares
   
 
Income
   
Weighted-
Average
Common
Shares
 
Net income
  $ 7,267           $ 4,370        
Preferred stock dividends
    (1,003 )           (1,003 )      
Net income to common shareholders
    6,264       15,122,324       3,367       12,987,784  
Effect of dilutive items
    1,003       4,224,706       1,003       4,222,001  
Diluted
  $ 7,267       19,347,030     $ 4,370       17,209,785  
                                 
Net income per common share:
 
Basic
          $ 0.41             $ 0.26  
Diluted
          $ 0.38             $ 0.25  
                                 
Components of dilutive items:
     
Convertible preferred stock
  $ 1,003       4,221,539     $ 1,003       4,221,539  
Stock options
          3,167             462  
    $ 1,003       4,224,706     $ 1,003       4,222,001  


   
Six Months Ended June 30,
 
   
2010
   
2009
 
   
 
Income
   
Weighted-Average Common Shares
   
 
Income
   
Weighted-
Average
Common
Shares
 
Net income
  $ 12,804           $ 7,503        
Preferred stock dividends
    (2,005 )           (2,005 )      
Net income to common shareholders
    10,799       14,668,489       5,498       12,581,033  
Effect of dilutive items
    2,005       4,224,438              
Diluted
  $ 12,804       18,892,927     $ 5,498       12,581,033  
                                 
Net income per common share:
 
Basic
          $ 0.74             $ 0.44  
Diluted
          $ 0.68             $ 0.44  
                                 
Components of dilutive items:
     
Convertible preferred stock
  $ 2,005       4,221,539     $        
Stock options
          2,899              
    $ 2,005       4,224,438     $        

The following securities were excluded from the calculation of diluted net income per common shares, as their inclusion would have been anti-dilutive:

   
Three Months Ended
 June 30,
   
Six Months Ended
June 30,
 
   
2010
   
2009
   
2010
   
2009
 
Shares issuable under stock option awards
    15,000       70,000       15,000       95,000  
Convertible preferred stock
                      4,221,539  


 
12

 



NOTE 3 – AGENCY MORTGAGE BACKED SECURITIES
 
The following table presents the components of the Company’s investment in Agency MBS as of June 30, 2010 and December 31, 2009:

   
June 30, 2010
   
December 31, 2009
 
Principal/par value
  $ 539,451     $ 570,215  
Purchase premiums
    17,888       12,991  
Purchase discounts
    (34 )     (44 )
Amortized cost
    557,305       583,162  
Gross unrealized gains
    12,255       11,261  
Gross unrealized losses
    (594 )     (303 )
Fair value
  $ 568,966     $ 594,120  
                 
Weighted average coupon
    4.38 %     4.76 %
Weighted average months to reset
 
19 months
   
20 months
 

Principal/par value includes principal payments receivable of $2,607 and $3,559 on Agency MBS as of June 30, 2010 and December 31, 2009, respectively.  The Company received principal payments of $129,508 on its portfolio of Agency MBS and purchased approximately $126,201 of Agency MBS during the six months ended June 30, 2010.  The Company also sold $18,762 of Agency MBS during the six months ended June 30, 2010 on which it recognized gains of $702.
 
NOTE 4 – NON-AGENCY SECURITIES
 
The following table presents the components of the Company’s non-Agency securities as of June 30, 2010 and December 31, 2009:

   
June 30, 2010
   
December 31, 2009
 
   
CMBS
   
RMBS
   
Total
Non-Agency
   
CMBS
   
RMBS
   
Total
Non-Agency
 
Carrying value
  $ 166,151     $ 5,244     $ 171,395     $ 104,553     $ 6,462     $ 111,015  
Gross unrealized gains
    8,515       548       9,063       2,795       415       3,211  
Gross unrealized losses
          (462 )     (462 )     (4,145 )     (971 )     (5,116 )
    $ 174,666     $ 5,330     $ 179,996     $ 103,203     $ 5,907     $ 109,110  
Weighted average coupon
    6.80 %     8.15 %     6.84 %     7.96 %     7.93 %     7.96 %

The Company’s non-Agency CMBS are comprised primarily of ‘AAA’-rated securities with a fair value of $170,489 and $99,092, as of June 30, 2010 and December 31, 2009, respectively.  The Company has purchased non-Agency CMBS with a par value of $60,800 during the six months ended June 30, 2010, which have a fair value of $63,136 as of June 30, 2010.  The majority of the Company’s non-Agency RMBS were issued by a single trust in 1994.  The Company did not purchase any additional non-Agency RMBS during the six months ended June 30, 2010.
 
In 2009, the Company exercised certain of its redemption rights and redeemed CMBS that were refinanced through a securitization transaction in December 2009.  The Company sold $15,000 of the securitization bonds as part of this transaction.  As a result of the adoption of the amendments to ASC Topics 860 and 810 on January 1, 2010, the Company now consolidates these assets and the associated securitization financing.  This resulted in an increase to the par value of the Company’s investments as of January 1, 2010 of $15,000 with a corresponding increase in the par value of its securitization financing.
 

 
13

 

NOTE 5 – SECURITIZED MORTGAGE LOANS, NET
 
The following table summarizes the components of securitized mortgage loans as of June 30, 2010 and December 31, 2009:

   
June 30, 2010
   
December 31, 2009
 
Securitized mortgage loans:
           
Commercial, unpaid principal balance
  $ 113,729     $ 137,567  
Single-family, unpaid principal balance
    58,184       61,336  
      171,913       198,903  
Funds held by trustees, including funds held for defeasance
    24,585       17,737  
Unamortized discounts and premiums, net
    148       43  
Loans, at amortized cost
    196,646       216,683  
Allowance for loan losses
    (3,980 )     (4,212 )
    $ 192,666     $ 212,471  

All of the securitized mortgage loans are pledged as collateral for the associated securitization financing bonds, which are discussed further in Note 9.

Commercial mortgage loans were originated principally in 1996 and 1997 and are collateralized by first deeds of trust on income producing properties.  Approximately 82% of commercial mortgage loans are secured by multifamily properties and approximately 18% by other types of commercial properties.

Single-family mortgage loans are secured by first deeds of trust on residential real estate and were originated principally from 1992 to 1997.  Single-family mortgage loans as of June 30, 2010 includes $1,531 of loans in foreclosure and $3,586 of loans more than 90 days delinquent on which the Company continues to accrue interest.

The Company identified securitized commercial and single-family mortgage loans with combined unpaid principal balances of $12,509 and $3,920, respectively, as being impaired as of June 30, 2010, compared to impairments of $20,491 and $4,065, respectively, as of December 31, 2009.  The Company recognized $102 and $223 of interest income on impaired securitized commercial mortgage loans and $60 and $120 on impaired single-family mortgage loans for the three and six months ended June 30, 2010, respectively.

Funds held by trustees as of June 30, 2010 and December 31, 2009 include $24,436 and $17,588, respectively, of cash and cash equivalents held by the trust for defeased loans.  These defeased funds represent replacement collateral for the defeased mortgage loan, which replicates the contractual cash flows of the defeased mortgage loan and will be used to service the debt for which the underlying mortgage on the property has been released.

NOTE 6 – ALLOWANCE FOR LOAN LOSSES
 
The following table presents the components of the allowance for loan losses as of June 30, 2010 and December 31, 2009:

   
June 30, 2010
   
December 31, 2009
 
Securitized commercial mortgage loans
  $ 3,709     $ 3,935  
Securitized single-family mortgage loans
    271       277  
      3,980       4,212  
Other investments
    265       96  
    $ 4,245     $ 4,308  


 
14

 

The following table presents certain information on impaired single-family and commercial securitized mortgage loans as of June 30, 2010 and December 31, 2009:

   
June 30, 2010
   
December 31, 2009
 
   
Commercial
   
Single-family
   
Commercial
   
Single-family
 
Investment in impaired loans, including basis adjustments
  $ 12,448     $ 3,984     $ 20,465     $ 4,152  
Allowance for loan losses
    (3,709 )     ( 271 )     (3,935 )     (277 )
Investment in excess of allowance
  $ 8,739     $ 3,713     $ 16,530     $ 3,875  

The following table summarizes the aggregate activity for the allowance for loan losses for the three and six months ended June 30, 2010 and June 30, 2009:

   
Three Months Ended June 30,
   
Six Months Ended June 30,
 
   
2010
   
2009
   
2010
   
2009
 
Allowance at beginning of period
  $ 4,717     $ 3,782     $ 4,308     $ 3,707  
Provision for loan losses
    150       234       559       318  
Credit losses, net of recoveries
    (622 )           (622 )     (9 )
Allowance at end of period
  $ 4,245     $ 4,016     $ 4,245     $ 4,016  


NOTE 7 – DERIVATIVES
 
Please see Note 1 for additional information related to the Company’s accounting policies for derivative instruments.

The table below presents the fair value of the Company’s derivative financial instruments designated as hedging instruments under ASC Topic 815 as well as their classification on the balance sheet as of June 30, 2010 and December 31, 2009:

Type of Derivative
Balance Sheet Location
 
Gross Fair Value
As of
June 30, 2010
   
Gross Fair Value
As of
December 31, 2009
 
Interest rate swaps
Derivative assets
  $     $ 1,008  
Interest rate swaps
Derivative liabilities
    (2,835 )      
    $ (2,835 )   $ 1,008  

The Company’s objective for using interest rate swaps is to minimize its exposure to the risk of increased interest expense resulting from its existing and forecasted short-term, fixed-rate borrowings.  The Company continuously borrows funds via sequential fixed-rate, short-term repurchase agreement borrowings.  As each fixed-rate repurchase agreement matures, it is replaced with new fixed-rate agreements based on the market interest rate in effect at the time of such replacement.  This sequential rollover borrowing program creates a variable interest expense pattern.  The changes in the cash flows of the interest rate swaps listed above are expected to be highly effective at offsetting changes in the interest portion of the cash flows expected to be paid at maturity of each borrowing.
 

 

 
15

 

The following table summarizes information regarding the Company’s outstanding interest rate swap agreements as of June 30, 2010:
 
Effective Date
Maturity Date
 
Notional Amount
   
Fixed Rate Swapped
 
               
November 24, 2009
November 24, 2011
  $ 25,000       0.96 %
November 24, 2009
November 24, 2012
    50,000       1.53 %
December 24, 2009
December 24, 2014
    30,000       2.50 %
February 8, 2010
February 8, 2012
    75,000       1.03 %
May 10, 2010
May 8, 2014
    35,000       1.93 %
      $ 215,000          

These interest rate swaps have been designated as cash flow hedging positions.  The Company did not have derivative instruments designated as trading positions as of June 30, 2010 or December 31, 2009.  As of June 30, 2010, the Company had margin requirements for these interest rate swaps totaling $3,232 for which Agency MBS with a fair value of $2,788 and cash of $444 have been posted as collateral.
 
The table below presents the effect of the derivatives designated as hedging instruments on the Company’s consolidated statement of income for the three months ended June 30, 2010.  The Company did not hold any derivative financial instruments during the three months ended June 30, 2009.
 
Type of Derivative Designated as
Cash Flow Hedge
Amount of Loss Recognized in OCI on Derivatives (Effective Portion)
Location of Loss Reclassified from OCI into Statement of Income (Effective Portion)
Amount of Loss Reclassified from OCI into Statement of Income (Effective Portion)
Location of  Loss Recognized in Statement of Income on Derivative (Ineffective Portion)
Amount of
Loss (Gain) Recognized in Statement of Income on Derivatives (Ineffective Portion)
Interest rate swaps
$3,237
Interest expense
 $589
Other income, net
 $(1)
 
The table below presents the effect of the derivatives designated as hedging instruments on the Company’s consolidated statement of income for the six months ended June 30, 2010.  The Company did not hold any derivative financial instruments during the six months ended June 30, 2009.

Type of Derivative Designated as
Cash Flow Hedge
Amount of Loss Recognized in OCI on Derivatives (Effective Portion)
Location of Loss Reclassified from OCI into Statement of Income (Effective Portion)
Amount of Loss Reclassified from OCI into Statement of Income (Effective Portion)
Location of  Loss Recognized in Statement of Income on Derivative (Ineffective Portion)
Amount of
Loss (Gain) Recognized in Statement of Income on Derivatives (Ineffective Portion)
Interest rate swaps
$4,880
Interest expense
 $1,047
Other income, net
 $9

The table below presents the effect of the Company’s derivatives designated as hedging instruments on the Company’s accumulated other comprehensive income for the three and six months ended June 30, 2010.
 
   
Three Months Ended
   
Six Months Ended
 
   
June 30, 2010
   
June 30, 2010
 
Balance at beginning of period
  $ (177 )   $ 1,008  
Change in fair value of interest rate swaps
    (3,237 )     (4,880 )
Reclassification adjustment for amounts included in statement of operations
    589       1,047  
Balance at end of  period
  $ (2,825 )   $ (2,825 )

 
16

 


The Company estimates that an additional $1,981 will be reclassified to earnings from AOCI as an increase to interest expense during the next 12 months.
 
The interest rate agreements the Company has with its derivative counterparties contain various covenants related to the Company’s credit risk.  Specifically, if the Company defaults on any of its indebtedness, including those circumstances whereby repayment of the indebtedness has not been accelerated by the lender, then the Company could also be declared in default of its derivative obligations.  Additionally, the agreements outstanding with one of the derivative counterparties allow that counterparty to require settlement of its outstanding derivative transactions if the Company fails to earn GAAP net income greater than $1 as measured on a rolling two quarter basis.  These interest rate agreements also contain provisions whereby, if the Company fails to maintain a minimum net amount of shareholders’ equity, then the Company may be declared in default on its derivative obligations.  As of June 30, 2010, the Company had derivatives in a net liability position totaling $2,930, inclusive of accrued interest but excluding any adjustment for nonperformance risk.  If the Company had breached any of these agreements as of June 30, 2010, it could have been required to settle those derivatives at their termination value of $2,930.

NOTE 8 – REPURCHASE AGREEMENTS
 
The Company uses repurchase agreements, which are recourse to the Company, to finance certain of its investments.  The following tables present the components of the Company’s repurchase agreements as of June 30, 2010 and December 31, 2009 by the type of securities collateralizing the repurchase agreement:
 
   
June 30, 2010
 
Collateral Type
 
Balance
   
Weighted Average Rate
   
Fair Value of Collateral
 
Agency MBS
  $ 489,782       0.29 %   $ 512,671  
Non-Agency CMBS
    71,727       1.40 %     85,323  
Non-Agency RMBS
    2,927       1.85 %     3,361  
Securitization financing bonds (see Note 9)
    26,489       1.76 %     31,209  
    $ 590,925       0.50 %   $ 632,564  

   
December 31, 2009
 
Collateral Type
 
Balance
   
Weighted Average Rate
   
Fair Value of Collateral
 
Agency MBS
  $ 540,586       0.60 %   $ 575,386  
Non-Agency securities
    73,338       1.73 %     82,770  
Securitization financing bonds (see Note 9)
    24,405       1.59 %     34,431  
    $ 638,329       0.76 %   $ 692,587  

As of June 30, 2010 and December 31, 2009, the repurchase agreements had the following original maturities:

Original Maturity
 
June 30, 2010
   
December 31, 2009
 
30 days or less
  $ 161,218     $ 69,576  
31 to 60 days
    357,269       300,413  
61 to 90 days
    59,616       180,643  
Greater than 90 days
    12,822       87,697  
    $ 590,925     $ 638,329  


 
17

 

The following table presents our borrowings by repurchase agreement counterparty as of June 30, 2010:

Counterparty
 
Repurchase agreements
   
Fair Value of Collateral Pledged
   
Equity at Risk
 
Weighted Average Original Maturity
Bank of America Securities, LLC
  $ 141,748     $ 151,090     $ 9,342  
59 days
Deutsche Bank
    60,894       65,339       4,445  
31 days
All other
    388,283       416,135       27,852  
31 days
    $ 590,925     $ 632,564     $ 41,639  
38 days


NOTE 9 – NON-RECOURSE COLLATERIZED FINANCING
 
Non-recourse collateralized financing on the Company’s consolidated balance sheet as of June 30, 2010 is comprised of $50,622 of financing provided by the Federal Reserve Bank of New York (the “New York Federal Reserve”) under its Term Asset-Backed Securities Loan Facility (“TALF”) and $141,307 of securitization financing.  Non-recourse collateralized financing as of December 31, 2009 was comprised solely of securitization financing with a balance of $143,081.  Unlike repurchase agreements, TALF financing and securitization financing are similar in that they are both non-recourse to the Company.

During the six months ended June 30, 2010, the Company financed purchases of ‘AAA’-rated CMBS with a par value of $60,800 using TALF financing.  As of June 30, 2010, the fair value of these CMBS is $63,136, and the balance of the TALF borrowings is $50,713 with an estimated weighted average life remaining of 2.7 years.  The Company incurred $100 in administrative fees which are being amortized and recognized as an adjustment to interest expense on the related TALF borrowings.

As of June 30, 2010, the Company has three series of securitization financing bonds outstanding which were issued pursuant to three separate indentures.  One of the series has two classes of bonds outstanding, one which is owned by third parties and one of which has been retained by the Company.  The class owned by third parties has a principal amount outstanding of $22,773 as of June 30, 2010 compared to $23,852 as of December 31, 2009 and is collateralized by single-family mortgage loans with unpaid principal balances of $23,483 as of June 30, 2010 compared to $24,563 as of December 31, 2009.  As of June 30, 2010, this class shares additional collateralization of $6,551 with the other class within the same series that the Company retained.  This is a variable rate bond which pays interest based on one-month LIBOR plus 0.30%.
 
The second series of bonds is fixed-rate with a principal amount of $106,771 as of June 30, 2010 compared to $121,168 as of December 31, 2009, and is collateralized by commercial mortgage loans, including proceeds from defeased loans, with unpaid principal balances of $126,949 as of June 30, 2010 compared to $142,039 as of December 31, 2009.
 
The third series of bonds is also fixed-rate with a principal amount of $15,000 as of June 30, 2010 and is collateralized by CMBS with a fair value of $16,840.  This series represents the portion of a securitization bond the Company sold as part of the re-securitization of CMBS the Company completed in December 2009.  Subsequently, amendments to ASC Topic 860 became effective which resulted in the Company consolidating the trust that issued the bond pursuant to ASC Topic 810 as of January 1, 2010.
 

 
18

 

The components of securitization financing along with certain other information as of June 30, 2010 and December 31, 2009 are summarized as follows:


   
June 30, 2010
   
December 31, 2009
 
   
Bonds Outstanding
   
Range of
Interest Rates
   
Bonds Outstanding
   
Range of
 Interest Rates
 
Fixed rate classes
  $ 121,771       6.2 – 7.2 %   $ 121,168       6.7% - 7.2 %
Variable rate class
    22,773       0.6 %     23,852       0.5 %
Unamortized net bond premium and deferred costs
    (3,237 )             (1,939 )        
    $ 141,307             $ 143,081          
                                 
Weighted average coupon
    5.9 %             5.9 %        
Range of stated maturities
    2016 – 2027               2024 – 2027          
Estimated weighted average life
 
3.2 years
           
3.0 years
         

 
The additional $15,000 of bonds which the Company now consolidates as a result of the amendments to ASC Topic 860 has a weighted average life of 5.0 years which increased the overall estimated weighted average life for securitization financing from 3.0 years as of December 31, 2009 to 3.2 years as of June 30, 2010.
 
The Company has redeemed securitization bonds in the past, and in certain instances, the Company may decide to keep the bond outstanding, which enables it to more easily finance the redeemed bond.  The Company currently has two bonds from different trusts that it had previously redeemed and is currently financing using repurchase agreements.  One of these bonds has a par value of $6,606 as of June 30, 2010 and is financed with a repurchase agreement with a balance of $4,954 as of June 30, 2010.  This bond is rated ‘AAA’ and is collateralized by commercial mortgage loans with a guaranty of payment by Fannie Mae.  The other bond the Company redeemed has a par value of $28,150 as of June 30, 2010 and is also rated ‘AAA’.  The second bond is collateralized by single-family mortgage loans and is pledged as collateral to support repurchase agreement borrowings of $21,535 as of June 30, 2010.  These bonds are legally outstanding but are eliminated because the issuing trust is included in the Company’s consolidated financial statements.
 
NOTE 10 – FAIR VALUE OF FINANCIAL INSTRUMENTS
 
The Company utilizes fair value measurements at various levels within the hierarchy established by ASC Topic 820 for certain of its assets and liabilities.  The three levels of valuation hierarchy established by ASC Topic 820 are as follows:
 
·  
Level 1 – Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.
 
·  
Level 2 – Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life.  The Company’s fair valued assets and liabilities that are generally included in this category are Agency MBS, certain non-Agency CMBS, and its derivatives.
 
·  
Level 3 – Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date.  Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.  Generally, the Company’s assets and liabilities carried at fair value and included in this category are non-Agency securities and delinquent property tax receivables.
 

 
19

 

The following table presents the fair value of the Company’s assets and liabilities as of June 30, 2010, segregated by the hierarchy level of the fair value estimate:
 
         
Fair Value Measurements
 
   
Fair Value
   
Level 1
   
Level 2
   
Level 3
 
Assets:
                       
Agency MBS
  $ 568,966     $     $ 568,966     $  
Non-Agency securities:
                               
CMBS
    174,666             63,136       111,530  
RMBS
    5,330                   5,330  
Other investments
    131                   131  
Total assets carried at fair value
  $ 749,093     $     $ 632,102     $ 116,991  
                                 
Liabilities:
                               
Derivative liabilities
    2,835             2,835        
Total liabilities carried at fair value
  $ 2,835     $     $ 2,835     $  

The Company’s Agency MBS, as well a portion of its non-Agency CMBS, are substantially similar to securities that either are currently actively traded or have been recently traded in their respective market.  Their fair values are derived from an average of multiple dealer quotes and thus are considered Level 2 fair value measurements.
 
The Company’s remaining non-Agency CMBS and non-agency RMBS are comprised of securities for which there are not substantially similar securities that trade frequently.  As such, the Company determines the fair value of those securities by discounting the estimated future cash flows derived from pricing models using assumptions that are confirmed to the extent possible by third party dealers or other pricing indicators.  Significant inputs into those pricing models are Level 3 in nature due to the lack of readily available market quotes. Information utilized in those pricing models include the security’s credit rating, coupon rate, estimated prepayment speeds, expected weighted average life, collateral composition, estimated future interest rates, expected credit losses, credit enhancement, as well as certain other relevant information.  The following tables present the beginning and ending balances of the Level 3 fair value estimates for the three and six months ended June 30, 2010:
 
   
Level 3 Fair Values
 
   
Non-Agency CMBS
   
Non-Agency RMBS
   
Other
   
Total assets
 
Balance as of March 31, 2010
  $ 122,023     $ 5,131     $ 132     $ 127,286  
Total realized and unrealized gains (losses):
                               
Included in the statement of operations
                (1 )     (1 )
Included in other comprehensive income
    1,536       657             2,193  
Principal payments
    (11,672 )     (463 )           (12,135 )
(Amortization) accretion
    (357 )     5               (352 )
Transfers in and/or out of Level 3
                       
Balance as of June 30, 2010
  $ 111,530     $ 5,330     $ 131     $ 116,991  


 
20

 


   
Level 3 Fair Values
 
   
Non-Agency CMBS
   
Non-Agency RMBS
   
Other
   
Total assets
 
Balance as of December 31, 2009
  $ 103,203     $ 5,907     $ 131     $ 109,241  
Cumulative effect of adoption of new
accounting principle
    14,924                   14,924  
Balance as of January 1, 2010
    118,127       5,907       131       124,165  
Total realized and unrealized gains (losses):
                               
Included in the statement of operations
                       
Included in other comprehensive income
    7,857       641             8,498  
Purchases
                12       12  
Principal payments
    (13,859 )     (1,227 )     (12 )     (15,098 )
(Amortization) accretion
    (595 )     9             (586 )
Transfers in and/or out of Level 3
                       
Balance as of June 30, 2010
  $ 111,530     $ 5,330     $ 131     $ 116,991  

The following table presents the recorded basis and estimated fair values of the Company’s financial instruments as of June 30, 2010 and December 31, 2009:
 
   
June 30, 2010
   
December 31, 2009
 
   
Recorded
Basis
   
Fair
Value
   
Recorded
Basis
   
Fair
Value
 
Assets:
                       
Agency MBS
  $ 568,966     $ 568,966     $ 594,120     $ 594,120  
Non-Agency CMBS
    174,666       174,666       103,203       103,203  
Non-Agency RMBS
    5,330       5,330       5,907       5,907  
Securitized mortgage loans, net
    192,666       173,371       212,471       186,547  
Other investments
    1,597       1,653       2,280       2,079  
Derivative assets
                1,008       1,008  
                                 
Liabilities:
                               
Repurchase agreements
    590,925       590,925       638,329       638,329  
Non-recourse collateralized financing
    191,929       188,451       143,081       132,234  
Derivative liabilities
    2,835       2,835              

There were no assets or liabilities which were measured at fair value on a non-recurring basis as of June 30, 2010 or December 31, 2009.
 
The following table presents certain information for Agency MBS and non-Agency securities that were in an unrealized loss position as of June 30, 2010 and December 31, 2009:

   
June 30, 2010
   
December 31, 2009
 
   
Fair
Value
   
Unrealized
Loss
   
Fair
Value
   
Unrealized Loss
 
Unrealized loss position for:
                       
Less than one year: