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EX-32.1 - EXHIBIT 32.1 - NEW YORK MORTGAGE TRUST INCed32-1.htm
EX-31.2 - EXHIBIT 31.2 - NEW YORK MORTGAGE TRUST INCex31-2.htm
EX-31.1 - EXHIBIT 31.1 - NEW YORK MORTGAGE TRUST INCex31-1.htm
EX-10.1 - EXHIBIT 10.1 - NEW YORK MORTGAGE TRUST INCex10-1.htm
EX-10.2 - EXHIBIT 10.2 - NEW YORK MORTGAGE TRUST INCex10-2.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 March 31, 2011
 
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 001-32216
 
NEW YORK MORTGAGE TRUST, INC.
(Exact Name of Registrant as Specified in Its Charter)

Maryland
47-0934168
(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification No.)

52 Vanderbilt Avenue, Suite 403, New York, New York 10017
(Address of Principal Executive Office) (Zip Code)
 
(212) 792-0107
(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 x     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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

Large Accelerated Filer o
Accelerated Filer o
Non-Accelerated Filer o
Smaller Reporting Company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes  o    No x
 
The number of shares of the registrant’s common stock, par value $.01 per share, outstanding on May 4, 2011 was 9,442,537.
 
 
 

 
 
NEW YORK MORTGAGE TRUST, INC.
 
FORM 10-Q
 
PART I. Financial Information
2
Item 1. Condensed Consolidated Financial Statements
2
Condensed Consolidated Balance Sheets as of March 31, 2011 (Unaudited) and December 31, 2010
2
Unaudited Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2011
3
Unaudited Condensed Consolidated Statement of Stockholders’ Equity for the Three Months Ended March 31, 2011
4
Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2011
5
Unaudited Notes to the Condensed Consolidated Financial Statements
6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
29
Item 3. Quantitative and Qualitative Disclosures about Market Risk
50
Item 4. Controls and Procedures
55
PART II. OTHER INFORMATION
56
Item 1A. Risk Factors
56
Item 6. Exhibits
56
SIGNATURES
57
 
 
1

 
 
PART I.  FINANCIAL INFORMATION
 
Item 1.  Condensed Consolidated Financial Statements (unaudited)
 
NEW YORK MORTGAGE TRUST, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(amounts in thousands, except share and per share amounts)
 
   
March 31,
   
December 31,
 
   
2011
   
2010
 
ASSETS
 
(unaudited)
       
             
Investment securities available for sale, at fair value (including pledged
           
    securities of $55,772 and $38,475, respectively)
  $ 119,322     $ 86,040  
Mortgage loans held in securitization trusts (net)
    223,271       228,185  
Mortgage loans held for investment
    2,590       7,460  
Investment in limited partnership
    16,649       18,665  
Cash and cash equivalents
    8,436       19,375  
Restricted cash
    10,264       -  
Receivable under reverse repurchase agreements
    40,252       -  
Receivable for securities sold
    45,750       5,653  
Derivative asset
    5,902       -  
Receivables and other assets
    9,781       8,916  
Total Assets
  $ 482,217     $ 374,294  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
Liabilities:
               
Financing arrangements, portfolio investments
  $ 46,563     $ 35,632  
Securities sold short, at fair value
    81,918       -  
Collateralized debt obligations
    215,260       219,993  
Derivative liabilities
    827       1,087  
Payable for securities purchased
    17,450       -  
Accrued expenses and other liabilities
    3,988       4,095  
Subordinated debentures (net)
    45,000       45,000  
Total liabilities
    411,006       305,807  
Commitments and Contingencies
               
Stockholders' Equity:
               
Common stock, $0.01 par value, 400,000,000 authorized, 9,442,537 and 9,425,442,
         
    shares issued and outstanding, respectively
    94       94  
Additional paid-in capital
    133,668       135,300  
Accumulated other comprehensive income
    19,574       17,732  
Accumulated deficit
    (82,125 )     (84,639 )
Total stockholders' equity
    71,211       68,487  
Total Liabilities and Stockholders' Equity
  $ 482,217     $ 374,294  
 
See notes to condensed consolidated financial statements.
 
 
2

 
 
NEW YORK MORTGAGE TRUST, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(amounts in thousands, except per share amounts)
(unaudited)
 
   
For the Three Months
 
   
Ended March 31,
 
   
2011
   
2010
 
             
             
INTEREST INCOME
  $ 3,694     $ 6,221  
                 
INTEREST EXPENSE:
               
   Investment securities and loans held in securitization trusts
    718       1,392  
   Subordinated debentures
    466       759  
   Convertible preferred debentures
    -       662  
     Total interest expense
    1,184       2,813  
                 
NET INTEREST INCOME
    2,510       3,408  
                 
OTHER INCOME (EXPENSE):
               
    Provision for loan losses
    (633 )     (2 )
    Income from investment in limited partnership
    784       -  
    Realized gain on investment securities
               
             and related hedges
    2,191       807  
    Unrealized loss on investment securities
               
             and related hedges
    (40 )     -  
      Total other income (expense)
    2,302       805  
                 
    General, administrative and other expenses
    2,293       1,856  
                 
INCOME  FROM CONTINUING OPERATIONS
    2,519       2,357  
(Loss) income from discontinued operation - net of tax
    (5 )     311  
NET INCOME
  $ 2,514     $ 2,668  
                 
Basic income per common share
  $ 0.27     $ 0.28  
Diluted income per common share
  $ 0.27     $ 0.28  
Dividends declared per common share
  $ 0.18     $ 0.25  
Weighted average shares outstanding-basic
    9,433       9,418  
Weighted average shares outstanding-diluted
    9,433       11,918  
 
See notes to condensed consolidated financial statements.
 
 
3

 
 
NEW YORK MORTGAGE TRUST, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
 (dollar amounts in thousands)
(unaudited)
 
                     
Accumulated
             
         
Additional
         
Other
             
    Common     Paid-In     Accumulated     Comprehensive     Comprehensive        
   
Stock
   
Capital
   
Deficit
   
Income/(Loss)
   
Income
   
Total
 
Balance, December 31, 2010
  $ 94     $ 135,300     $ (84,639 )   $ 17,732     $ -     $ 68,487  
Net income
    -       -       2,514       -       2,514       2,514  
Restricted stock issuance
    -       68       -       -       -       68  
Dividends declared
    -       (1,700 )     -       -       -       (1,700 )
Reclassification adjustment for
                                         
net gain included in net income
    -       -       -       (1,868 )     (1,868 )     (1,868 )
Increase in net unrealized gain on
                                         
        available for sale securities
    -       -       -       3,450       3,450       3,450  
Increase in fair value of
                                               
derivative instruments utilized for
                                         
cash flow hedges
    -       -       -       260       260       260  
Comprehensive income
    -       -       -       -     $ 4,356       -  
Balance, March 31, 2011
  $ 94     $ 133,668     $ (82,125 )   $ 19,574             $ 71,211  
 
See notes to condensed consolidated financial statements.
 
 
4

 
 
NEW YORK MORTGAGE TRUST, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollar amounts in thousands)
(unaudited)
 
   
For the Three Months Ended
 
   
March 31,
 
   
2011
   
2010
 
Cash Flows from Operating Activities:
           
Net income
  $ 2,514     $ 2,668  
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
 
    Depreciation and amortization
    34       320  
    Net accretion on investment securities and mortgage
               
             loans held in securitization trusts
    (1,107 )     (839 )
    Realized gain on securities and related hedges
    (2,191 )     (807 )
    Unrealized loss on securities and related hedges
    40       -  
    Proceeds from repayments or sales of mortgage loans
    7       8  
    Provision for loan losses
    633       2  
    Income from investment in limited partnership
    (784 )     -  
    Distributions from investment in limited partnership
    203       -  
    Restricted stock issuance
    68       (48 )
    Changes in operating assets and liabilities:
               
      Receivables and other assets
    (616 )     (38 )
      Accrued expenses and other liabilities
    (108 )     (483 )
Net cash (used in) provided by operating activities
    (1,307 )     783  
                 
Cash Flows from Investing Activities:
               
    Restricted cash
    (10,745 )     -  
    Purchases of reverse repurchase agreements
    (40,252 )     -  
    Purchases of investment securities
    (30,399 )     -  
    Proceeds from investment in limited partnership
    2,597       -  
    Proceeds from mortgage loans held for investment
    5,002       -  
    Proceeds from sales of investment securities
    48,888       359  
    Principal repayments received on mortgage loans held in securitization trusts
    4,453       16,776  
    Principal paydowns on investment securities - available for sale
    6,340       8,982  
Net cash (used in) provided by investing activities
    (14,116 )     26,117  
                 
Cash Flows from Financing Activities:
               
    Proceeds from (payments of) financing arrangements
    10,931       (9,307 )
    Dividends paid
    (1,697 )     (2,355 )
    Payments made on collateralized debt obligations
    (4,750 )     (17,007 )
Net cash provided by (used in) financing activities
    4,484       (28,669 )
Net Decrease in Cash and Cash Equivalents
    (10,939 )     (1,769 )
Cash and Cash Equivalents - Beginning of Period
    19,375       24,522  
Cash and Cash Equivalents - End of Period
  $ 8,436     $ 22,753  
                 
Supplemental Disclosure:
               
Cash paid for interest
  $ 1,113     $ 2,468  
                 
Non-Cash Investment Activities:
               
Sale of investment securities not yet settled
  $ 45,750     $ 2,936  
                 
Purchase of investment securities not yet settled
  $ 17,450     $ -  
                 
Non-Cash Financing Activities:
               
Dividends declared to be paid in subsequent period
  $ 1,700     $ 2,355  
 
See notes to condensed consolidated financial statements.

 
5

 
 
 NEW YORK MORTGAGE TRUST, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2011
(unaudited)

1.  
Summary of Significant Accounting Policies

Organization -  New York Mortgage Trust, Inc., together with its consolidated subsidiaries (“NYMT,” the “Company,” “we,” “our” and “us”), is a real estate investment trust, or REIT, in the business of acquiring, investing in, financing and managing primarily mortgage-related assets. Our principal business objective is to generate net income for distribution to our stockholders resulting from the spread between the interest and other income we earn on our interest-earning assets and the interest expense we pay on the borrowings that we use to finance our leveraged assets and our operating costs, which we refer to as our net interest income. We intend to achieve this objective by investing in a broad class of mortgage-related and financial assets that in aggregate will generate what we believe are attractive risk-adjusted total returns for our stockholders. We also may opportunistically acquire and manage various other types of mortgage-related and financial assets that we believe will compensate us appropriately for the risks associated with them.
 
The Company conducts its business through the parent company, NYMT, and several subsidiaries, including special purpose subsidiaries established for loan securitization purposes, a taxable REIT subsidiary ("TRS") and a qualified REIT subsidiary ("QRS").  The Company conducts certain of its portfolio investment operations through its wholly-owned TRS, Hypotheca Capital, LLC (“HC”), in order to utilize, to the extent permitted by law, some or all of a net operating loss carry-forward held in HC that resulted from the Company's exit from the mortgage lending business.  Prior to March 31, 2007, the Company conducted substantially all of its mortgage lending business through HC.   The Company's wholly-owned QRS, New York Mortgage Funding, LLC (“NYMF”), currently holds certain mortgage-related assets for regulatory compliance purposes.  The Company also may conduct certain other portfolio investment operations through NYMF.  The Company consolidates all of its subsidiaries under generally accepted accounting principles in the United States of America (“GAAP”).
 
The Company is organized and conducts its operations to qualify as a REIT for federal income tax purposes. As such, the Company will generally not be subject to federal income tax on that portion of its income that is distributed to stockholders if it distributes at least 90% of its REIT taxable income to its stockholders by the due date of its federal income tax return and complies with various other requirements. 
 
   Basis of Presentation - The condensed consolidated balance sheet as of December 31, 2010, has been derived from audited financial statements.  The condensed consolidated balance sheet at March 31, 2011, the condensed consolidated statements of operations for the three months ended March 31, 2011 and 2010, the condensed consolidated statement of stockholders’ equity for the three months ended March 31, 2011 and the condensed consolidated statements of cash flows for the three months ended March 31, 2011 and 2010 are unaudited.  In our opinion, all adjustments (which include only normal recurring adjustments) necessary to present fairly the Company’s financial position, results of operations and cash flows have been made.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted in accordance with Article 10 of Regulation S-X and the instructions to Form 10-Q.  These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2010, as filed with the Securities and Exchange Commission (“SEC”).  The results of operations for the three months ended March 31, 2011 are not necessarily indicative of the operating results for the full year.

The accompanying condensed consolidated financial statements have been prepared on the accrual basis of accounting in accordance with U.S. generally accepted accounting principles (“GAAP”).  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 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. 
 
The condensed consolidated financial statements of the Company include the accounts of all subsidiaries; significant intercompany accounts and transactions have been eliminated.
 
Prior period income statement and balance sheet accounts have been reclassified to conform to current period classifications.
 
 
6

 
 
Investment Securities Available for Sale - The Company's investment securities, where the fair value option has not been elected and are reported at fair value with unrealized gains and losses reported in other comprehensive income (“OCI”), include residential mortgage-backed securities (“RMBS”) that are issued by Fannie Mae, a federally chartered corporation (“GSE”), which, together with RMBS issued or guaranteed by other GSE’s or government agencies, is referred to as “Agency RMBS,” non-Agency RMBS and collateralized loan obligations (“CLOs”).  Our investment securities are classified as available for sale securities. Realized gains and losses recorded on the sale of investment securities available for sale are based on the specific identification method and included in realized gain (loss) on sale of securities and related hedges in the condensed consolidated statements of operations. Purchase premiums or discounts on investment securities are amortized or accreted to interest income over the estimated life of the investment securities using the effective yield method. Adjustments to amortization are made for actual prepayment activity. 
 
When the fair value of an investment security is less than its amortized cost at the balance sheet date, the security is considered impaired. The Company assesses its impaired securities on at least a quarterly basis, and designates such impairments as either “temporary” or “other-than-temporary.” If the Company intends to sell an impaired security, or it is more likely than not that it will be required to sell the impaired security before its anticipated recovery, then it must recognize an other-than-temporary impairment through earnings equal to the entire difference between the investment’s amortized cost and its fair value at the balance sheet date. If the Company does not expect to sell an other-than-temporarily impaired security, only the portion of the other-than-temporary impairment related to credit losses is recognized through earnings with the remainder recognized as a component of other comprehensive income (loss) on the condensed consolidated balance sheet. Impairments recognized through other comprehensive income (loss) do not impact earnings. Following the recognition of an other-than-temporary impairment through earnings, a new cost basis is established for the security, which may not be adjusted for subsequent recoveries in fair value through earnings. However, other-than-temporary impairments recognized through earnings may be accreted back to the amortized cost basis of the security on a prospective basis through interest income. The determination as to whether an other-than-temporary impairment exists and, if so, the amount considered other-than-temporarily impaired is subjective, as such determinations are based on both factual and subjective information available at the time of assessment. As a result, the timing and amount of other-than-temporary impairments constitute material estimates that are susceptible to significant change.
 
The Company’s investment securities available for sale also includes its investment in a wholly owned account referred to as the Midway Residential Mortgage Portfolio. The Midway Residential Mortgage Portfolio investments include interest only and inverse interest only securities issued or guaranteed by a GSE (collectively referred to as “IOs”) and U.S. Treasury securities. Since the Midway Residential Mortgage Portfolio investments include derivative investments not designated as hedging instruments, unrealized gains and losses are recognized through earnings in the condensed consolidated statements of operations. Therefore, the Company has elected the fair value option for these investment securities which also measures unrealized gains and losses through earnings in the condensed consolidated statements of operations. The Company believes this accounting treatment more accurately and consistently reflects their results of operations.

Cash and Cash Equivalents - Cash and cash equivalents include cash on hand, amounts due from banks and overnight deposits. The Company maintains its cash and cash equivalents in highly rated financial institutions, and at times these balances exceed insurable amounts.
 
Restricted Cash - Restricted cash consists of amounts designated for investments in our Midway Residential Mortgage Portfolio.
 
 Receivables and Other Assets - Receivables and other assets totaled $9.8 million as of March 31, 2011, and consist primarily of $4.0 million of assets related to discontinued operations, $1.9 million of restricted cash held by third parties, $1.5 million related to escrow advances, $0.8 million of accrued interest receivable, $0.6 million of real estate owned (“REO”) in securitization trusts, $0.6 million of capitalization expenses related to equity and bond issuance cost, $0.2 million of prepaid expenses and $0.1 million of deferred tax asset.  The restricted cash held by third parties of $1.9 million includes $1.7 million held by counterparties as collateral for hedging instruments and $0.2 million as collateral for a letter of credit related to the lease of the Company’s corporate headquarters.  Receivables and other assets totaled $8.9 million as of December 31, 2010, and consist of $4.0 million of assets related to discontinued operations, $1.4 million of restricted cash held by third parties, $1.1 million related to escrow advances, $0.7 million of real estate owned (“REO”) in securitization trusts, $0.6 million of capitalization expenses related to equity and bond issuance cost, $0.6 million of accrued interest receivable, $0.4 million of prepaid expenses and $0.1 million of deferred tax asset.  The restricted cash held by third parties of $1.4 million includes $1.2 million held by counterparties as collateral for hedging instruments and $0.2 million as collateral for a letter of credit related to the lease of the Company’s corporate headquarters.  
 
Mortgage Loans Held in Securitization Trusts - Mortgage loans held in securitization trusts are certain adjustable rate mortgage ("ARM") loans transferred to New York Mortgage Trust 2005-1, New York Mortgage Trust 2005-2 and New York Mortgage Trust 2005-3 that have been securitized into sequentially rated classes of beneficial interests. Mortgage loans held in securitization trusts are carried at their unpaid principal balances, net of unamortized premium or discount, unamortized loan origination costs and allowance for loan losses.  
 
Interest income is accrued and recognized as revenue when earned according to the terms of the mortgage loans and when, in the opinion of management, it is collectible. The accrual of interest on loans is discontinued when, in management’s opinion, the interest is not collectible in the normal course of business, but in no case when payment becomes greater than 90 days delinquent. Loans return to accrual status when principal and interest become current and are anticipated to be fully collectible.
 
 
7

 
 
Mortgage Loans Held for Investment - Mortgage loans held for investment are stated at unpaid principal balance, adjusted for any unamortized premium or discount, deferred fees or expenses, net of valuation allowances.  Interest income is accrued on the principal amount of the loan based on the loan’s contractual interest rate.  Amortization of premiums and discounts is recorded using the effective yield method.  Interest income, amortization of premiums and discounts and prepayment fees are reported in interest income.  Loans are considered to be impaired when it is probable that, based upon current information and events, the Company will be unable to collect all amounts due under the contractual terms of the loan agreement.  Based on the facts and circumstances of the individual loans being impaired, loan specific valuation allowances are established for the excess carrying value of the loan over either: (i) the present value of expected future cash flows discounted at the loan’s original effective interest rate, (ii) the estimated fair value of the loan’s underlying collateral if the loan is in the process of foreclosure or otherwise collateral dependent, or (iii) the loan’s observable market price.
 
   Investment in Limited Partnership Interest – The Company has an equity investment in a limited partnership.  In circumstances where the Company has a non-controlling interest but either owns a significant interest or is able to exert influence over the affairs of the enterprise, the Company utilizes the equity method of accounting.  Under the equity method of accounting, the initial investment is increased each period for additional capital contributions and a proportionate share of the entity’s earnings and decreased for cash distributions and a proportionate share of the entity’s losses.
 
   Management periodically reviews its investments for impairment based on projected cash flows from the entity over the holding period.  When any impairment is identified, the investments are written down to recoverable amounts.
 
Allowance for Loan Losses on Mortgage Loans Held in Securitization Trusts - We establish an allowance for loan losses based on management's judgment and estimate of credit losses inherent in our portfolio of mortgage loans held in securitization trusts. 
 
Estimation involves the consideration of various credit-related factors including but not limited to, macro-economic conditions, the current housing market conditions, loan-to-value ratios, delinquency status, historical credit loss severity rates, purchased mortgage insurance, the borrower's current economic condition and other factors deemed to warrant consideration. Additionally, we look at the balance of any delinquent loan and compare that to the current value of the collateralizing property. We utilize various home valuation methodologies including appraisals, broker pricing opinions (“BPOs”), internet-based property data services to review comparable properties in the same area or consult with a realtor in the property's area. 
 
Comparing the current loan balance to the property value determines the current loan-to-value (“LTV”) ratio of the loan. Generally, we estimate that a first lien loan on a property that goes into a foreclosure process and becomes real estate owned (“REO”), results in the property being disposed of at approximately 84% of the current appraised value. This estimate is based on management's experience as well as realized severity rates since issuance of our securitizations. During 2008, as a result of the significant deterioration in the housing market, we revised our policy to estimate recovery values based on current home valuations less expected costs to dispose.  These costs typically approximate 16% of the current home value. It is possible given continued difficult real estate market conditions in many geographic regions that we may realize less than that return in certain cases. Thus, for a first lien loan that is delinquent, we will adjust the property value down to approximately 84% of the current property value and compare that to the current balance of the loan. The difference determines the base provision for the loan loss taken for that loan. This base provision for a particular loan may be adjusted if we are aware of specific circumstances that may affect the outcome of the loss mitigation process for that loan. Predominately, however, we use the base reserve number for our reserve. 
 
The allowance for loan losses will be maintained through ongoing provisions charged to operating income and will be reduced by loans that are charged off. As of March 31, 2011 and December 31, 2010, the allowance for loan losses held in securitization trusts totaled $2.6 million.
 
Financing Arrangements, Portfolio Investments - Investment securities available for sale are typically financed with repurchase agreements, a form of collateralized borrowing which is secured by the securities on the balance sheet.  Such financings are recorded at their outstanding principal balance with any accrued interest due recorded as an accrued expense. 
 
With respect to interest rate swaps and caps that have not been designated as hedges, any net payments under, or fluctuations in the fair value of, such swaps and caps, will be recognized in current earnings.
 
 Termination of Hedging Relationships - The Company employs a number of risk management monitoring procedures to ensure that the designated hedging relationships are demonstrating, and are expected to continue to demonstrate, a high level of effectiveness. Hedge accounting is discontinued on a prospective basis if it is determined that the hedging relationship is no longer highly effective or expected to be highly effective in offsetting changes in fair value of the hedged item. 
 
Additionally, the Company may elect to un-designate a hedge relationship during an interim period and re-designate upon the rebalancing of a hedge profile and the corresponding hedge relationship. When hedge accounting is discontinued, the Company continues to carry the derivative instruments at fair value with changes recorded in current earnings.
 
 
8

 
 
Revenue Recognition - Interest income on our residential mortgage loans and mortgage-backed securities is a combination of the interest earned based on the outstanding principal balance of the underlying loan/security, the contractual terms of the assets and the amortization of yield adjustments, principally premiums and discounts, using generally accepted interest methods. The net GAAP cost over the par balance of self-originated loans held for investment and premium and discount associated with the purchase of mortgage-backed securities and loans are amortized into interest income over the lives of the underlying assets using the effective yield method as adjusted for the effects of estimated prepayments. Estimating prepayments and the remaining term of our interest yield investments require management judgment, which involves, among other things, consideration of possible future interest rate environments and an estimate of how borrowers will react to those environments, historical trends and performance. The actual prepayment speed and actual lives could be more or less than the amount estimated by management at the time of origination or purchase of the assets or at each financial reporting period.
 
With respect to interest rate swaps and caps that have not been designated as hedges, any net payments under, or fluctuations in the fair value of, such swaps and caps will be recognized in current earnings.
 
            Collateralized Debt Obligations (“CDO”) - We use CDOs to permanently finance our loans held in securitization trusts.  For financial reporting purposes, the ARM loans held as collateral are recorded as assets of the Company and the CDO is recorded as the Company’s debt. The transaction includes interest rate caps which are held by the securitization trust and recorded as an asset or liability of the Company. The Company has completed four securitizations since inception, the first three were accounted for as a permanent financing and the fourth was accounted for as a sale and accordingly, not included in the Company’s financial statements. 
 
Subordinated Debentures (Net) - Subordinated debentures are trust preferred securities that are fully guaranteed by the Company with respect to distributions and amounts payable upon liquidation, redemption or repayment.  These securities are classified as subordinated debentures in the liability section of the Company’s condensed consolidated balance sheet.
 
Convertible Preferred Debentures (Net) - The Company issued $20.0 million in Series A Convertible Preferred Stock that matured on December 31, 2010.  The outstanding shares were redeemed by the Company at the $20.00 per share liquidation preference plus accrued dividends on December 31, 2010. 
 
Derivative Financial Instruments - The Company has developed risk management programs and processes, which include investments in derivative financial instruments designed to manage interest rate and prepayment risk associated with its securities investment activities.
 
 Derivative instruments contain an element of risk in the event that the counterparties may be unable to meet the terms of such agreements. The Company minimizes its risk exposure by limiting the counterparties with which it enters into contracts to banks and investment banks who meet established credit and capital guidelines. Management does not expect any counterparty to default on its obligations and, therefore, does not expect to incur any loss due to counterparty default. In addition, all outstanding interest rate swap agreements have bi-lateral margin call capabilities, meaning the Company will require margin for interest rate swaps that are in the Company’s favor, minimizing any amounts at risk. 
 
The Company invests in To Be Announced securities (“TBAs”) through its Midway Residential Mortgage Portfolio. TBAs are forward-settling purchases and sales of Agency RMBS where the underlying pools of mortgage loans are “To-Be-Announced.”  Pursuant to these TBA transactions, we agree to purchase or sell, for future delivery, Agency RMBS with certain principal and interest terms and certain types of underlying collateral, but the particular Agency RMBS to be delivered is not identified until shortly before the TBA settlement date.  For TBA contracts that we have entered into, we have not asserted that physical settlement is probable, therefore we have not designated these forward commitments as hedging instruments. Realized and unrealized gains and losses associated with these TBAs are recognized through earnings in the condensed consolidated statements of operations. 
 
 
9

 
 
Interest Rate and Prepayment Risk - The Company hedges the aggregate risk of interest rate fluctuations with respect to its borrowings, regardless of the form of such borrowings, which require payments based on a variable interest rate index, as well as prepayment risk associated with its Midway Residential Mortgage Portfolio. With respect to interest rate risk, the Company generally intends to hedge the risk related to changes in the benchmark interest rate (London Interbank Offered Rate (“LIBOR”). The Company applies hedge accounting for certain interest rate hedges utilizing the cash flow hedge criteria. 
 
In order to reduce such interest rate risk, the Company enters into swap agreements whereby the Company receives floating rate payments in exchange for fixed rate payments, effectively converting the borrowing to a fixed rate. The Company also enters into cap agreements whereby, in exchange for a premium, the Company is reimbursed for interest paid in excess of a certain capped rate. 
 
To qualify for cash flow hedge accounting, interest rate swaps and caps must meet certain criteria, including: 
 
· 
 
the items to be hedged expose the Company to interest rate risk; and
· 
 
the interest rate swaps or caps are expected to be highly effective in reducing the Company's exposure to interest rate risk.
          
     The fair values of the Company's interest rate swap agreements and interest rate cap agreements are based on values provided by dealers who are familiar with the terms of these instruments. Correlation and effectiveness are periodically assessed at least quarterly based upon a comparison of the relative changes in the fair values or cash flows of the interest rate swaps and caps and the items being hedged.
 
For derivative instruments that are designated and qualify as a cash flow hedge (i.e. hedging the exposure to variability in expected future cash flows that is attributable to a particular risk), the effective portion of the gain or loss on the derivative instruments are reported as a component of OCI and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. The remaining gain or loss on the derivative instruments in excess of the cumulative change in the present value of future cash flows of the hedged item, if any, is recognized in current earnings during the period of change.
 
In addition to utilizing interest rate swaps and caps, we may purchase or sell short U.S. Treasury securities or enter into Eurodollar futures contracts to help mitigate the potential impact of changes in interest rates on the performance of the Midway Residential Mortgage Portfolio. We may borrow U.S. Treasury securities to cover short sales of U.S. Treasury securities under reverse repurchase agreements. We account for the securities borrowing transactions as a receivable under reverse repurchase agreements on our condensed consolidated balance sheet. The short sales of U.S. Treasury securities are accounted for as securities sold short, at fair value on our condensed consolidated balance sheet. For instruments that are not designated or qualify as a cash flow hedge, such as our use of U.S. Treasury securities or Eurodollar futures contracts, any realized and unrealized gains and losses associated with these instruments are recognized through earnings in the condensed consolidated statement of operations.
 
With respect to a Eurodollar futures contract, initial margin deposits are made upon entering into futures contracts and can be either cash or securities. During the period the futures contract is open, changes in the value of the contract are recognized as unrealized gains or losses by marking to market on a daily basis to reflect the market value of the contract at the end of each day’s trading. Variation margin payments are made or received periodically, depending upon whether unrealized gains or losses are incurred. When the contract is closed, the Company records a realized gain or loss equal to the difference between the proceeds of the closing transaction and the Company’s basis in the contract.
 
The Company uses TBAs to hedge interest rate risk and the aggregate risk of prepayments associated with its Midway Residential Mortgage Portfolio. For example, we may utilize TBAs to hedge the interest rate or yield spread risk inherent in our long Agency RMBS by taking short positions in TBAs that are similar in character. In a TBA transaction, we would agree to purchase or sell for future delivery, Agency RMBS with certain principal and interest terms and certain types of underlying collateral, but the particular Agency RMBS to be delivered is not identified until shortly before the TBA settlement date. The Company typically does not take delivery of TBAs, but rather settles with its trading counterparties on a net basis. TBAs are liquid and have quoted market prices and represent the most actively traded class of RMBS.
 
 
10

 
 
Other Comprehensive Income (Loss) - Other comprehensive income (loss) is comprised primarily of income (loss) from changes in value of certain of the Company’s available for sale securities and the impact of deferred gains or losses on changes in the fair value of certain derivative contracts that hedges future cash flows. 
 
Employee Benefits Plans - The Company sponsors a defined contribution plan (the “Plan”) for all eligible domestic employees. The Plan qualifies as a deferred salary arrangement under Section 401(k) of the Internal Revenue Code. Under the Plan, participating employees may defer up to 15% of their pre-tax earnings, subject to the annual Internal Revenue Code contribution limit. The Company may match contributions up to a maximum of 25% of the first 5% of salary. Employees vest immediately in their contribution and vest in the Company’s contribution, if any, at a rate of 25% after two full years and then an incremental 25% per full year of service until fully vested at 100% after five full years of service. The Company made no contributions to the Plan for the three months ended March 31, 2011 and 2010. 
 
Stock Based Compensation - Compensation expense for equity based awards is recognized over the vesting period of such awards, based upon the fair value of the stock at the grant date. 
 
Income Taxes - The Company operates so as to qualify as a REIT under the requirements of the Internal Revenue Code. Requirements for qualification as a REIT include various restrictions on ownership of the Company’s stock, requirements concerning distribution of taxable income and certain restrictions on the nature of assets and sources of income. A REIT must distribute at least 90% of its taxable income to its stockholders of which 85% plus any undistributed amounts from the prior year must be distributed within the taxable year in order to avoid the imposition of an excise tax. The remaining distribution balance may extend until the timely filing of the Company’s tax return in the subsequent taxable year. Qualifying distributions of taxable income are deductible by a REIT in computing taxable income. 
 
HC is a taxable REIT subsidiary and therefore subject to corporate federal income taxes. Accordingly, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax base upon the change in tax status. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. 
 
Accounting Standards Codification Topic 740 Accounting for Income Taxes (“ASC 740”) provides guidance for how uncertain tax positions should be recognized, measured, presented, and disclosed in the financial statements. ASC 740 requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Company’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. In situations involving uncertain tax positions related to income tax matters, we do not recognize benefits unless it is more likely than not that they will be sustained. ASC 740 was applied to all open taxable years as of the effective date. Management’s determinations regarding ASC 740 may be subject to review and adjustment at a later date based on factors including, but not limited to, an ongoing analysis of tax laws, regulations and interpretations thereof. The Company will recognize interest and penalties, if any, related to uncertain tax positions as income tax expense. 
 
Earnings Per Share - Basic earnings per share excludes dilution and is computed by dividing net income available to common stockholders by the weighted-average number of shares of common stock outstanding for the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company. 
 
Loans Sold to Third Parties – The Company sold its discontinued mortgage lending business in March 2007.  In the normal course of business, the Company is obligated to repurchase loans based on violations of representations and warranties in the loan sale agreements.  The Company did not repurchase any loans during the three months ended March 31, 2011 and 2010. 
 
The Company periodically receives repurchase requests based on alleged violations of representations and warranties, each of which management reviews to determine, based on management’s experience, whether such requests may reasonably be deemed to have merit.  As of March 31, 2011, we had a total of $2.0 million of unresolved repurchase requests that management concluded may reasonably be deemed to have merit, against which the Company has a reserve of approximately $0.3 million.  The reserve is based on one or more of the following factors; historical settlement rates, property value securing the loan in question and specific settlement discussions with third parties.
 
 
11

 
 
 A Summary of Recent Accounting Pronouncements Follows:
 
Receivables (ASC 310)
 
            In April 2011, the FASB issued ASU No. 2011-02, Receivables (Topic 310):  A Creditor’s Determination of Whether a Restructuring is a Troubled Debt Restructuring.  ASU 2011-02 clarifies whether loan modifications constitute troubled debt restructuring.  In evaluating whether a restructuring constitutes a troubled debt restructuring, a creditor must separately conclude that both of the following exist:  (a) the restructuring constitutes a concession; and (b) the debtor is experiencing financial difficulties.  ASU 2011-02 is effective for the first interim and annual period beginning on or after June 15, 2011, and should be applied retrospectively to the beginning of the annual period of adoption.  We are assessing the impact of ASU 2011-02 on our financial condition, results of operations and disclosures.
 
Transfers and Servicing (ASC 860)
 
            In April 2011, the FASB issued ASU No. 2011-03, Transfers and Servicing (Topic 860): Reconsideration of Effective Control for Repurchase Agreements. ASU 2011-03 is intended to improve financial reporting of repurchase agreements (“repos”) and other agreements that both entitle and obligate a transferor to repurchase or redeem financial assets before their maturity. In a typical repo transaction, an entity transfers financial assets to a counterparty in exchange for cash with an agreement for the counterparty to return the same or equivalent financial assets for a fixed price in the future. FASB Accounting Standards Codification (“Codification”) Topic 860, Transfers and Servicing, prescribes when an entity may or may not recognize a sale upon the transfer of financial assets subject to repo agreements. That determination is based, in part, on whether the entity has maintained effective control over the transferred financial assets. The amendments to the Codification in this ASU are intended to improve the accounting for these transactions by removing from the assessment of effective control the criterion requiring the transferor to have the ability to repurchase or redeem the financial assets. The guidance in the ASU is effective for the first interim or annual period beginning on or after December 15, 2011. The guidance should be applied prospectively to transactions or modifications of existing transactions that occur on or after the effective date. Early adoption is not permitted. We are assessing the impact of ASU 2011-03 on our financial condition, results of operations and disclosures.
 
 
12

 
 
2.  Investment Securities Available for Sale
 
Investment securities available for sale consist of the following as of March 31, 2011 (dollar amounts in thousands):
 
   
Amortized
Cost
   
Unrealized
Gains
   
Unrealized
Losses
   
Carrying
Value
 
Agency RMBS
 
$
75,735
   
$
1,909
   
$
(357
)
 
$
77,287
 
Non-Agency RMBS
   
7,929
     
     
(1,149
)
   
6,780
 
CLOs
   
10,304
     
19,958
     
     
30,262
 
U.S. Treasury securities
   
4,987
     
6
     
     
4,993
 
Total
 
$
98,955
   
$
21,873
   
$
(1,506
)
 
$
119,322
 

Securities included in investment securities available for sale held in our Midway Residential Mortgage Portfolio that are measured at fair value through earnings as of March 31, 2011 (dollar amounts in thousands):

   
Amortized
Cost
   
Unrealized
Gains
   
Unrealized
Losses
   
Carrying
Value
 
Interest only securities included in Agency RMBS:
                               
Fannie Mae
 
$
17,532
   
$
216
   
$
(280
)
 
$
17,468
 
Freddie Mac
   
8,652
     
41
     
(53
)
   
8,640
 
Ginnie Mae
   
6,343
     
61
     
(24
)
   
6,380
 
U.S. Treasury securities
   
4,987
     
6
     
     
4,993
 
Total
 
$
37,514
   
$
324
   
$
(357
)
 
$
37,481
 

Investment securities available for sale consist of the following as of December 31, 2010 (dollar amounts in thousands):
 
   
Amortized
Cost
   
Unrealized
Gains
 
Unrealized
Losses
   
Carrying
Value
 
Agency RMBS (1)
 
$
45,865
   
$
1,664
   
$
   
$
47,529
 
Non-Agency RMBS
   
10,071
     
80
     
(1,166
)
   
8,985
 
CLOs
   
11,286
     
18,240
     
     
29,526
 
Total
 
$
67,222
   
$
19,984
   
$
(1,166
)
 
$
86,040
 
 
(1)
Agency RMBS includes only Fannie Mae issued RMBS at December 31, 2010.

 
13

 
 
The following table sets forth the stated reset periods of our investment securities available for sale at March 31, 2011 (dollar amounts in thousands):
 
March 31, 2011
 
Less than
6 Months
   
More than
6 Months
to 24 Months
   
More than
24 Months
   
Total
 
   
Carrying
Value
   
Carrying
Value
   
Carrying
Value
   
Carrying
Value
 
Agency RMBS
  $ 23,357     $ 44,798     $ 9,132     $ 77,287  
Non-Agency RMBS
    6,311       469             6,780  
CLO
    30,262                   30,262  
U.S. Treasury securities
                4,993       4,993  
Total
  $ 59,930     $ 45,267     $ 14,125     $ 119,322  
 
The following table sets forth the stated reset periods of our investment securities available for sale at December 31, 2010 (dollar amounts in thousands):
 
December 31, 2010
 
Less than
6 Months
   
More than
6 Months
to 24 Months
   
More than
24 Months
   
Total
 
   
Carrying
Value
   
Carrying
Value
   
Carrying
Value
   
Carrying
Value
 
Agency RMBS
  $ 25,816     $ 5,313     $ 16,400     $ 47,529  
Non-Agency RMBS
    8,985                   8,985  
CLO
    29,526                   29,526  
Total
  $ 64,327     $ 5,313     $ 16,400     $ 86,040  
 
The following tables present the Company’s investment securities available for sale in an unrealized loss position reported through OCI, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at March 31, 2011 and December 31, 2010, respectively (dollar amounts in thousands):
 
March 31, 2011
 
Less than 12 Months
   
Greater than 12 Months
   
Total
 
   
Carrying
Value
   
Gross
Unrealized
Losses
   
Carrying
Value
   
Gross
Unrealized
Losses
   
Carrying
Value
   
Gross
Unrealized
Losses
 
Non-Agency RMBS
 
$
   
$
   
$
6,780
   
$
1,149
   
$
6,780
   
$
1,149
 
Total
 
$
   
$
   
$
6,780
   
$
1,149
   
$
6,780
   
$
1,149
 
 

December 31, 2010
 
Less than 12 Months
   
Greater than 12 Months
   
Total
 
   
Carrying
Value
   
Gross
Unrealized
Losses
   
Carrying
Value
   
Gross
Unrealized
Losses
   
Carrying
Value
   
Gross
Unrealized
Losses
 
Non-Agency RMBS
 
$
   
$
   
$
6,436
   
$
1,166
   
$
6,436
   
$
1,166
 
Total
 
$
   
$
   
$
6,436
   
$
1,166
   
$
6,436
   
$
1,166
 
 
As of March 31, 2011 and December 31, 2010, respectively, the Company did not have unrealized losses in investment securities that were deemed other-than-temporary.
 
 
14

 
 
3.  Mortgage Loans Held in Securitization Trusts and Real Estate Owned
 
Mortgage loans held in securitization trusts (net) consist of the following as of March 31, 2011 and December 31, 2010, respectively (dollar amounts in thousands):
 
  
 
March 31,
2011
   
December 31,
2010
 
Mortgage loans principal amount 
 
$
224,436
   
$
229,323
 
Deferred origination costs – net
   
1,415
     
1,451
 
Reserve for loan losses
   
(2,580)
     
(2,589)
 
Total
 
$
223,271
   
$
228,185
 
 
Allowance for Loan losses - The following table presents the activity in the Company's allowance for loan losses on mortgage loans held in securitization trusts for the three months ended March 31, 2011 and 2010, respectively (dollar amounts in thousands): 
 
   
Three Months Ended March 31,
 
   
2011
   
2010
 
Balance at beginning of period
 
$
2,589
   
$
2,581
 
Provisions for loan losses
   
425
     
(27)
 
Transfer to real estate owned
   
     
(172)
 
Charge-offs
   
(434)
     
(219)
 
Balance at the end of period
 
$
2,580
   
$
2,163
 

On an ongoing basis, the Company evaluates the adequacy of its allowance for loan losses.  The Company’s allowance for loan losses at March 31, 2011 was $2.6 million, representing 115 basis points of the outstanding principal balance of loans held in securitization trusts as of March 31, 2011, as compared to 113 basis points as of December 31, 2010.  As part of the Company’s allowance for loan losses adequacy analysis, management will assess an overall level of allowances while also assessing credit losses inherent in each non-performing mortgage loan held in securitization trusts. These estimates involve the consideration of various credit related factors, including but not limited to, current housing market conditions, current loan to value ratios, delinquency status, the borrower’s current economic and credit status and other relevant factors.

  Real Estate Owned – The following table presents the activity in the Company’s real estate owned held in securitization trusts for the three months ended March 31, 2011 and the year ended December 31, 2010 (dollar amounts in thousands):
 
   
March 31,
2011
   
December 31,
2010
 
Balance at beginning of period
 
$
740
   
$
546
 
Write downs
   
     
(193)
 
Transfer from mortgage loans held in securitization trusts
   
     
1,398
 
Disposal
   
(175)
     
(1,011)
 
Balance at the end of period
 
$
565
   
$
740
 

Real estate owned held in securitization trusts are included in receivables and other assets on the balance sheet and write downs are included in provision for loan losses in the statement of operations for reporting purposes.
 
All of the Company’s mortgage loans and real estate owned held in securitization trusts are pledged as collateral for the collateralized debt obligations (“CDOs”) issued by the Company.  As of March 31, 2011 and December 31, 2010, the Company’s net investment in the securitization trusts, which is the maximum amount of the Company’s investment that is at risk to loss and represents the difference between the carrying amount of the loans and real estate owned held in securitization trusts and the amount of CDOs outstanding, was $8.6 million and $8.9 million, respectively.
 
 
15

 
 
Delinquency Status of Our Mortgage Loans Held in Securitization Trusts

As of March 31, 2011, we had 46 delinquent loans totaling approximately $23.9 million categorized as Mortgage Loans Held in Securitization Trusts (net).  Of the $23.9 million in delinquent loans, $20.3 million, or 85%, are currently under some form of modified payment plan.  As these borrowers are not current, they continue to be reported as delinquent even though they are working towards a credit resolution.  The table below shows delinquencies in our portfolio of loans held in securitization trusts, including real estate owned through foreclosure (REO), as of March 31, 2011 (dollar amounts in thousands):

Days Late
 
Number of
Delinquent
Loans
   
Total
Dollar
Amount
   
% of
Loan
Portfolio
 
30-60
   
1
   
$
338
     
0.15
%
61-90
   
4
     
2,243
     
1.00
%
90+
   
41
     
21,321
     
9.47
%
Real estate owned through foreclosure
   
2
     
711
     
0.32
%
 
As of December 31, 2010, we had 46 delinquent loans totaling approximately $25.1 million categorized as Mortgage Loans Held in Securitization Trusts (net).  Of the $25.1 million in delinquent loans, $17.8 million, or 71%, are currently under some form of modified payment plan.  As these borrowers are not current, they continue to be reported as delinquent even though they are working towards a credit resolution.  The table below shows delinquencies in our portfolio of loans held in securitization trusts, including real estate owned through foreclosure (REO), as of December 31, 2010 (dollar amounts in thousands):

Days Late
 
Number of
Delinquent
Loans
   
Total
Dollar
Amount
   
% of
Loan
Portfolio
 
30-60
   
7
   
$
2,515
     
1.09
%
61-90
   
4
     
4,362
     
1.89
%
90+
   
35
     
18,191
     
7.90
%
Real estate owned through foreclosure
   
3
     
894
     
0.39
%
 
 
16

 
 
4. Investment in Limited Partnership
 
The Company has a non-controlling, unconsolidated limited partnership interest in an entity that is accounted for using the equity method of accounting.  Capital contributions, distributions, and profits and losses of the entity are allocated in accordance with the terms of the limited partnership agreement. The Company owns 100% of the equity of the limited partnership, but has no decision-making powers, and therefore does not consolidate the limited partnership. Our maximum exposure to loss in this variable interest entity is $16.6 million at March 31, 2011.
 
During the third and fourth quarters of 2010, HC invested, in exchange for limited partnership interests, $19.4 million in a limited partnership that was formed for the purpose of acquiring, servicing, selling or otherwise disposing of first-lien residential mortgage loans.  The pool of mortgage loans was acquired by the partnership at a significant discount to the loans’ unpaid principal balance.
 
At March 31, 2011, the Company had an investment in limited partnership of $16.6 million.  For the three months ended March 31, 2011, the Company recognized income from the investment in limited partnership of $0.8 million.

The condensed balance sheet of the investment in limited partnership at March 31, 2011 is as follows (dollar amounts in thousands):

Assets
     
Cash
  $ 1,888  
Mortgage loans held for sale (net)
    14,778  
Other assets
    161  
          Total Assets
  $ 16,827  
         
Liabilities & Partners’ Equity
       
Other liabilities
  $ 238  
Partners’ equity
    16,589  
          Total Liabilities and Partners’ Equity
  $ 16,827  

The condensed statement of operations of the investment in limited partnership for the three months ended March 31, 2011 is as follows (dollar amounts in thousands):

Statement of Operations
     
Interest income
  $ 408  
Realized gain
    606  
          Total Income
    1,014  
Other expenses
    (230 )
          Net Income
  $ 784  
 
 
17

 
 
5.  Derivatives and Other Hedging Instruments
 
The following table presents the fair value of derivative instruments designated as hedging instruments and their location in the Company’s condensed consolidated balance sheets at March 31, 2011 and December 31, 2010, respectively (dollar amounts in thousands):

 
Derivatives Designated as Hedging Instruments
 
 
Balance Sheet Location
 
March 31,
2011
   
December 31,
2010
 
Interest Rate Swaps
 
Derivative Liabilities
 
$
827
   
$
1,087
 

The following table presents the impact of the Company’s derivative instruments on the Company’s accumulated other comprehensive income (loss) for the three months ended March 31, 2011 and 2010, respectively (dollar amounts in thousands):

   
Three Months Ended March 31,
 
Derivatives Designated as Hedging Instruments
 
2011
   
2010
 
Accumulated other comprehensive income (loss) for derivative instruments:
           
Balance at beginning of the period
 
$
(1,087
)
 
$
(2,905
)
Unrealized gain on interest rate caps
   
     
210
 
Unrealized gain on interest rate swaps
   
260
     
195
 
Reclassification adjustment for net gains (losses) included in net income for hedges
   
     
 
Balance at the end of the period
 
$
(827
)
 
$
(2,500
)

The Company estimates that over the next 12 months, approximately $0.7 million of the net unrealized losses on the interest rate swaps will be reclassified from accumulated other comprehensive income (loss) into earnings.

The following table presents the fair value of derivative instruments held in our Midway Residential Mortgage Portfolio that were not designated as hedging instruments and their location in the Company’s condensed consolidated balance sheets at March 31, 2011 and December 31, 2010, respectively (dollar amounts in thousands):

 
Derivative Not Designated as Hedging Instruments
 
 
Balance Sheet Location
 
March 31,
2011
   
December 31,
2010
 
TBA security
 
Derivative Asset
 
$
5,902
   
$
 

The use of TBAs exposes the Company to market value risk, as the market value of the securities that the Company is required to purchase pursuant to a TBA transaction may decline below the agreed-upon purchase price. Conversely, the market value of the securities that the Company is required to sell pursuant to a TBA transaction may increase above the agreed upon sale price.
 
Additionally as of March 31, 2011, the Company had $81.9 million of U.S. Treasury securities sold short, at fair value. We borrowed securities to cover the short sales of U.S. Treasury securities under reverse repurchase agreements from which we received total proceeds of $82.0 million.

The following table details the impact of the Company’s interest rate swaps and interest rate caps included in interest expense for the three months ended March 31, 2011 and 2010, respectively (dollar amounts in thousands):
 
   
Three Months Ended March 31,
 
     2011       2010  
Interest Rate Caps:                
Interest expense-investment securities and loans held in securitization trusts
  $     $ 123  
Interest expense-subordinated debentures
          92  
Interest Rate Swaps:
               
Interest expense-investment securities and loans held in securitization trusts
    280       725  

Interest Rate Swaps - The Company is required to pledge assets under a bi-lateral margin arrangement, including either cash or Agency RMBS, as collateral for its interest rate swaps, whose collateral requirements vary by counterparty and change over time based on the market value, notional amount, and remaining term of the interest rate swap (“Swap”).  In the event the Company is unable to meet a margin call under one of its Swap agreements, thereby causing an event of default or triggering an early termination event under one of its Swap agreements, the counterparty to such agreement may have the option to terminate all of such counterparty’s outstanding Swap transactions with the Company. In addition, under this scenario, any close-out amount due to the counterparty upon termination of the counterparty’s transactions would be immediately payable by the Company pursuant to the applicable agreement.  The Company believes it was in compliance with all margin requirements under its Swap agreements as of March 31, 2011 and December 31, 2010.  The Company had $1.0 million and $1.2 million of restricted cash related to margin posted for Swaps as of March 31, 2011 and December 31, 2010, respectively.  The restricted cash held by third parties is included in receivables and other assets in the accompanying condensed consolidated balance sheets.
 
The use of interest rate swaps exposes the Company to counterparty credit risks in the event of a default by a Swap counterparty. If a counterparty defaults under the applicable Swap agreement the Company may be unable to collect payments to which it is entitled under its Swap agreements, and may have difficulty collecting the assets it pledged as collateral against such Swaps.  The Company currently has in place with all outstanding Swap counterparties bi-lateral margin agreements thereby requiring a party to post collateral to the Company for any valuation deficit.  This arrangement is intended to limit the Company’s exposure to losses in the event of a counterparty default.
 
 
18

 
 
The following table presents information about the Company’s interest rate swaps as of March 31, 2011 and December 31, 2010, respectively (dollar amounts in thousands): 
   
March 31, 2011
   
December 31, 2010
 
Maturity (1)
 
Notional
Amount
   
Weighted Average
Fixed Pay
Interest Rate
   
Notional
Amount
   
Weighted Average
Fixed Pay
Interest Rate
 
Within 30 Days
 
$
840
     
3.03
%
 
$
24,080
     
2.99
%
Over 30 days to 3 months
   
1,440
     
3.03
     
2,110
     
3.03
 
Over 3 months to 6 months
   
2,460
     
3.03
     
2,280
     
3.03
 
Over 6 months to 12 months
   
18,330
     
3.02
     
5,600
     
3.03
 
Over 12 months to 24 months
   
9,570
     
2.93
     
16,380
     
3.01
 
Over 24 months to 36 months
   
     
     
8,380
     
2.93
 
Over 36 months to 48 months
   
     
     
     
 
     Total
 
$
32,640
     
3.00
%
 
$
58,830
     
3.00
%
 
(1)
The Company enters into scheduled amortizing interest rate swap transactions whereby the Company pays a fixed rate of interest and receives one month LIBOR.

Interest Rate Caps – Interest rate caps are designated by the Company as cash flow hedges against interest rate risk associated with the Company’s CDOs and the subordinated debentures. The interest rate caps associated with the CDOs are amortizing contractual schedules determined at origination. The Company had $71.9 million and $76.0 million of notional interest rate caps outstanding as of March 31, 2011 and December 31, 2010, respectively.  These interest rate caps are utilized to cap the interest rate on the CDOs at a fixed-rate when one month LIBOR exceeds a predetermined rate.
 
6.  Financing Arrangements, Portfolio Investments
 
The Company has entered into repurchase agreements with third party financial institutions to finance its investment portfolio.  The repurchase agreements are short-term borrowings that bear interest rates typically based on a spread to LIBOR, and are secured by the securities which they finance.  At March 31, 2011, the Company had repurchase agreements with an outstanding balance of $46.6 million and a weighted average interest rate of 0.48%. As of December 31, 2010, the Company had repurchase agreements with an outstanding balance of $35.6 million and a weighted average interest rate of 0.39%.  At March 31, 2011 and December 31, 2010, securities pledged by the Company as collateral for repurchase agreements had estimated fair values of $55.8 million and $38.5 million, respectively.  All outstanding borrowings under our repurchase agreements mature within 30 days.  As of March 31, 2011, the average days to maturity for all repurchase agreements are 24 days.

 
19

 
 
The following table summarizes outstanding repurchase agreement borrowings secured by portfolio investments, which are included in financing arrangements, portfolio investments on the condensed consolidated balance sheets, as of March 31, 2011 and December 31, 2010, respectively (dollar amount in thousands):

Repurchase Agreements by Counterparty
 
   
March 31,
2011
   
December 31,
2010
 
Counterparty Name
           
Cantor Fitzgerald
  $ 4,310     $ 4,990  
Credit Suisse First Boston LLC
    12,072       12,080  
Jefferies & Company, Inc.
    9,225       9,476  
JPMorgan Chase & Co.
    13,009        
South Street Securities LLC
    7,947       9,086  
Total Financing Arrangements, Portfolio Investments
  $ 46,563     $ 35,632  

As of March 31, 2011, the outstanding balance under our repurchase agreements was funded at an advance rate of 86% that implies an average haircut of 14%. The weighted average “haircut” related to our repurchase agreement financing for our Agency IOs and other Agency RMBS was approximately 35% and 6%, respectively, for a total weighted average “haircut” of 14%. As of March 31, 2011, the Company had $8.4 million in cash and $51.7 million in unencumbered investment securities to meet additional haircut or market valuation requirements, including $21.4 million of RMBS, of which $14.6 million are Agency RMBS. The $8.4 million of cash and the $21.4 million in RMBS (which, collectively, represents 64.0% of our financing arrangements, portfolio investments) are liquid and could be monetized to pay down or collateralize the liability immediately.
 
7.  Collateralized Debt Obligations
 
The Company’s CDOs, which are recorded as liabilities on the Company’s balance sheet, are secured by ARM loans pledged as collateral, which are recorded as assets of the Company.  As of March 31, 2011 and December 31, 2010, the Company had CDOs outstanding of $215.3 million and $220.0 million, respectively.  As of March 31, 2011 and December 31, 2010, the current weighted average interest rate on these CDOs was 0.63% and 0.65%, respectively.  The CDOs are collateralized by ARM loans with a principal balance of $224.4 million and $229.3 million at March 31, 2011 and December 31, 2010, respectively.  The Company retained the owner trust certificates, or residual interest, for three securitizations and, as of March 31, 2011 and December 31, 2010, had a net investment in the securitization trusts, after loan loss reserves and including real estate owned, of $8.6 million and $8.9 million, respectively.
 
The CDO transactions include amortizing interest rate cap contracts with an aggregate notional amount of $71.9 million as of March 31, 2011 and an aggregate notional amount of $76.0 million as of December 31, 2010 which are recorded as an asset of the Company.  The interest rate caps are carried at fair value and totaled $0 as of March 31, 2011 and December 31, 2010, respectively.  The interest rate caps reduce interest rate risk exposure on these transactions.
 
8.  Discontinued Operation
 
In connection with the sale of our mortgage origination platform assets during the quarter ended March 31, 2007, we classified our mortgage lending segment as a discontinued operation.  As a result, we have reported revenues and expenses related to the segment as a discontinued operation for all periods presented in the accompanying condensed consolidated financial statements.  Certain assets, such as the deferred tax asset, and certain liabilities, such as the subordinated debentures and liabilities related to lease facilities not sold, are part of our ongoing operations and accordingly, we have not included these items as part of the discontinued operation.  Assets and liabilities related to the discontinued operation are $4.0 million and $0.6 million, respectively, at March 31, 2011 and December 31, 2010, and are included in receivables and other assets and accrued expenses and other liabilities in the condensed consolidated balance sheets.

 
20

 
 
Statements of Operations Data
 
The statements of operations of the discontinued operation for the three months ended March 31, 2011 and 2010, respectively, are as follows (dollar amounts in thousands):
 
   
Three Months
Ended March 31,
 
       2011        2010  
Revenues
 
$
44
   
$
360
 
Expenses
   
49
     
49
 
Income (loss) from discontinued operation-net of tax
 
$
(5)
   
$
311
 
 
9.  Commitments and Contingencies
 
Loans Sold to Third Parties- The Company sold its discontinued mortgage lending business in March 2007.  In the normal course of business, the Company is obligated to repurchase loans based on violations of representations and warranties in the loan sale agreements.  The Company did not repurchase any loans during the three months ended March 31, 2011.
 
The Company periodically receives repurchase requests based on alleged violations of representations and warranties, each of which management reviews to determine, based on management’s experience, whether such requests may reasonably be deemed to have merit.  As of March 31, 2011, we had a total of $2.0 million of unresolved repurchase requests that management concluded may reasonably be deemed to have merit and against which the Company has a reserve of approximately $0.3 million.  The reserve is based on one or more of the following factors; historical settlement rates, property value securing the loan in question and specific settlement discussions with third parties.
 
Outstanding Litigation - The Company is at times subject to various legal proceedings arising in the ordinary course of business. As of March 31, 2011, the Company does not believe that any of its current legal proceedings, individually or in the aggregate, will have a material adverse effect on its operations, financial condition or cash flows.
 
 
21

 
 
10.  Concentrations of Credit Risk
 
At March 31, 2011 and December 31, 2010, respectively, there were geographic concentrations of credit risk exceeding 5% of the total loan balances within the mortgage loans held in the securitization trusts and the real estate owned as follows: 

   
March 31,
2011
   
December 31,
2010
 
New York
   
38.4
%
   
37.9
%
Massachusetts
   
25.0
%
   
25.0
%
New Jersey
   
8.9
%
   
8.7
%
Florida
   
5.8
%
   
5.6
%
 
11.  Fair Value of Financial Instruments
 
The Company has established and documented processes for determining fair values.  Fair value is based upon quoted market prices, where available.  If listed prices or quotes are not available, then fair value is based upon internally developed models that primarily use inputs that are market-based or independently-sourced market parameters, including interest rate yield curves.
 
A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.  The three levels of valuation hierarchy are defined as follows:
 
Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
 
Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
 
Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value measurement.
 
The following describes the valuation methodologies used for the Company’s financial instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy.
 
a.  
Investment Securities Available for Sale (RMBS) - Fair value for the RMBS in our portfolio is based on quoted prices provided by dealers who make markets in similar financial instruments. The dealers will incorporate common market pricing methods, including a spread measurement to the Treasury curve or interest rate swap curve as well as underlying characteristics of the particular security including coupon, periodic and life caps, collateral type, rate reset period and seasoning or age of the security. If quoted prices for a security are not reasonably available from a dealer, the security will be re-classified as a Level 3 security and, as a result, management will determine the fair value based on characteristics of the security that the Company receives from the issuer and based on available market information. Management reviews all prices used in determining valuation to ensure they represent current market conditions. This review includes surveying similar market transactions, comparisons to interest pricing models as well as offerings of like securities by dealers. The Company's investment securities that are comprised of RMBS are valued based upon readily observable market parameters and are classified as Level 2 fair values.
 
b.  
Investment Securities Available for Sale (CLO) - The fair value of the CLO notes, prior to December 31, 2010, was based on management’s valuation determined using a discounted future cash flows model that management believes would be used by market participants to value similar financial instruments. At March 31, 2011 and December 31, 2010, respectively, the fair value of the CLO notes was based on quoted prices provided by dealers who make markets in similar financial instruments. The CLO notes were previously classified as Level 3 fair values and were re-classified as Level 2 fair values in the fourth quarter of 2010.
 
c.   
Investment Securities Available for Sale (Midway) - The fair value of other investment securities available for sale, such as IOs and U.S. Treasury securities, was based on quoted prices provided by dealers who make markets in similar financial instruments. The Company’s IOs and U.S. Treasury securities are classified as Level 2 fair values.
 
d.  
Derivative Instruments - The fair value of interest rate swaps, caps and TBAs are based on dealer quotes.  The model utilizes readily observable market parameters, including treasury rates, interest rate swap spreads and swaption volatility curves.  The Company’s interest rate caps and swaps are classified as Level 2 fair values.
 
 
All other derivative and hedging assets and liabilities are valued based on the income or market approach using Level 2 inputs.
 
 
22

 
 
The following table presents the Company’s financial instruments measured at fair value on a recurring basis as of March 31, 2011 and December 31, 2010, respectively, on the Company’s condensed consolidated balance sheets (dollar amounts in thousands):
 
   
Measured at Fair Value on a Recurring Basis
at March 31, 2011
 
   
Level 1
   
Level 2
   
Level 3
   
Total
 
Assets carried at fair value:
                               
Investment securities available for sale:
                               
Agency RMBS
 
$
   
$
77,287
   
$
   
$
77,287
 
Non-Agency RMBS
   
     
6,780
     
     
6,780
 
CLO
   
     
30,262
     
     
30,262
 
U.S. Treasury securities
   
     
4,993
     
     
4,993
 
Derivative Asset
   
     
5,902
     
     
5,902
 
Total
 
$
   
$
125,224
   
$
   
$
125,224
 
 
Liabilities carried at fair value:
               
Derivative liabilities (interest rate swaps)
 
$
   
$
827
   
$
   
$
827
 
U.S. Treasury securities sold short, at fair value
   
     
81,918
     
     
81,918
 
Total
 
$
   
$
82,745
   
$
   
$
82,745
 
 
 
 
 
Measured at Fair Value on a Recurring Basis
 
    at December 31, 2010  
 
 
Level 1
   
Level 2
   
Level 3
   
Total
 
Assets carried at fair value:
 
 
   
 
   
 
   
 
 
Investment securities available for sale:
                       
Agency RMBS
  $     $ 47,529     $     $ 47,529  
Non-Agency RMBS
          8,985             8,985  
CLO
          29,526             29,526  
Total
  $     $ 86,040     $     $ 86,040  
 
                               
Liabilities carried at fair value:
                               
Derivative liabilities (interest rate swaps)
  $     $ 1,087     $     $ 1,087  
Total
  $     $ 1,087     $     $ 1,087  
 
The following table details changes in valuation for the Level 3 assets for the three months ended March 31, 2011 and 2010, respectively (amounts in thousands):
 
Investment securities available for sale:  CLO
   
Three Months Ended
March 31,
 
   
2011
   
2010
 
Balance at beginning of period
 
$
   
$
17,599
 
Total gains (realized/unrealized)
               
Included in earnings (1)
   
     
458
 
Included in other comprehensive income/(loss)
   
     
3,575
 
Balance at the end of period (2)
 
$
   
$
21,632
 
 
(1) -
Amounts included in interest income.
(2) -
 The CLOs were re-classified from Level 3 to Level 2 fair values during the fourth quarter of 2010 due to management determining that there is a reliable market for these assets based upon quoted prices provided by dealers who make markets in similar investments.
 
 
23

 
 
Any changes to the valuation methodology are reviewed by management to ensure the changes are appropriate.  As markets and products develop and the pricing for certain products becomes more transparent, the Company continues to refine its valuation methodologies.  The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values.  Furthermore, while the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies, or assumptions, to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.  The Company uses inputs that are current as of each reporting date, which may in the future include periods of market dislocation, during which time price transparency may be reduced.  This condition could cause the Company’s financial instruments to be reclassified from Level 2 to Level 3 in future periods.
 
The following table presents assets measured at fair value on a non-recurring basis as of March 31, 2011 and December 31, 2010, respectively, on the Company’s condensed consolidated balance sheets (dollar amounts in thousands):
 
 
 
Assets Measured at Fair Value on a Non-Recurring Basis
at March 31, 2011
 
 
Level 1
 
Level 2
 
Level 3
 
Total
 
Mortgage loans held for investment
 
$
   
$
   
$
2,590
   
$
2,590
 
Mortgage loans held for sale – included in discontinued operations (net)
   
     
     
3,801
     
3,801
 
Mortgage loans held in securitization trusts – impaired loans (net)
   
     
     
8,657
     
8,657
 
Real estate owned held in securitization trusts
   
     
     
565
     
565
 
 
 
Assets Measured at Fair Value on a Non-Recurring Basis
at December 31, 2010
 
 
Level 1
 
Level 2
 
Level 3
 
Total
 
Mortgage loans held for investment
 
$
   
$
   
$
7,460
   
$
7,460
 
Mortgage loans held for sale – included in discontinued operations (net)
   
     
     
3,808
     
3,808
 
Mortgage loans held in securitization trusts – impaired loans (net)
   
     
     
6,576
     
6,576
 
Real estate owned held in securitization trusts
   
     
     
740
     
740
 
 
The following table presents losses incurred for assets measured at fair value on a non-recurring basis for the three months ended March 31, 2011 and 2010, respectively, on the Company’s condensed consolidated statements of operations (dollar amounts in thousands):
 
   
Three Months Ended
 
   
March 31,
 2011
   
March 31,
 2010
 
Mortgage loans held in securitization trusts – impaired loans (net)
  $ 405     $ 2  
 
 
24

 
 
The following table presents the carrying value and estimated fair value of the Company’s financial instruments at March 31, 2011 and December 31, 2010, respectively (dollar amounts in thousands):

 
 
March 31, 2011
   
December 31, 2010
 
 
 
Carrying
   
Estimated
   
Carrying
   
Estimated
 
   
Value
   
Fair Value
   
Value
   
Fair Value
 
Financial assets:
 
 
   
 
   
 
   
 
 
Cash and cash equivalents
  $ 8,436     $ 8,436     $ 19,375     $ 19,375  
Restricted cash
    10,264       10,264              
Investment securities available for sale
    119,322       119,322       86,040       86,040  
Mortgage loans held in securitization trusts (net)
    223,271       198,391       228,185       206,560  
Derivative asset
    5,902       5,902              
Assets related to discontinued operation-mortgage loans held for sale (net)
    3,801       3,801       3,808       3,808  
Mortgage loans held for investment
    2,590       2,590       7,460       7,460  
Receivable under reverse repurchase agreements
    40,252       40,252              
Receivable for securities sold
    45,750       45,750       5,653       5,653  
                                 
Financial liabilities:
                               
Financing arrangements, portfolio investments
  $ 46,563     $ 46,563     $ 35,632     $ 35,632  
Securities sold short, at fair value
    81,918       81,918              
Collateralized debt obligations
    215,260       181,547       219,993       185,609  
Derivative liabilities
    827       827       1,087       1,087  
Payable for securities purchased
    17,450       17,450              
Subordinated debentures (net)
    45,000       38,287       45,000       36,399  

 12.   Capital Stock and Earnings per Share
 
The Company had 400,000,000 shares of common stock, par value $0.01 per share, authorized, with 9,442,537 and 9,425,442 shares issued and outstanding as of March 31, 2011 and December 31, 2010, respectively.

The following table presents cash dividends declared by the Company on its common stock with respect to each of the quarterly periods commencing January 1, 2010 and ended March 31, 2011:
 
Period
Declaration Date
Record Date
Payment Date
 
Cash
Dividend
Per Share
 
First Quarter 2011
March 18, 2011
March 31, 2011
April 26, 2011
 
$
0.18
 
Fourth Quarter 2010
December 20, 2010
December 30, 2010
January 25, 2011
   
0.18