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8-K - 8-K - MFA FINANCIAL, INC.a12-5230_18k.htm

Exhibit 99.1

 

MFA

 

 

 

 

 

FINANCIAL, INC

 

 

 

 

 

350 Park Avenue

 

 

New York, New York 10022

 

 

 

 

 

 

 

PRESS RELEASE

 

FOR IMMEDIATE RELEASE

 

 

 

February 16, 2012

 

NEW YORK METRO

 

 

 

CONTACT:

MFA Investor Relations

NYSE:  MFA

 

800-892-7547

 

 

www.mfa-reit.com

 

 

MFA Financial, Inc.

Announces Fourth Quarter 2011 Financial Results

 

MFA Financial, Inc. (NYSE:MFA) today announced financial results for the fourth quarter ended December 31, 2011.

 

Fourth Quarter 2011 and other recent highlights:

 

·                Fourth quarter net income per common share of $0.19 and Core Earnings (as defined below) per common share of $0.22.

 

·                On January 31, 2012, MFA paid its fourth quarter 2011 dividend of $0.25 per share of common stock and an additional special cash dividend of $0.02 per share of common stock to stockholders of record as of December 30, 2011.

 

·                Book value per common share was $6.74 at the end of the fourth quarter versus $7.16 at September 30, 2011 due primarily to price weakness within the Non-Agency MBS sector.  Book Value per common share increased to $7.10 at January 31, 2012, due principally to a rebound in the value of Non-Agency MBS in the month of January.

 

·                We believe that the weakness in Non-Agency MBS prices throughout 2011 was more severe than justified by underlying residential mortgage loan fundamentals.  While most Non-Agency MBS in MFA’s portfolio will not return their full face value due to loan defaults, we believe that they will deliver attractive loss-adjusted yields due to our highly discounted average amortized cost of 72.8% of face value.

 

·                We continue to increase our focus on financing structures that reduce our reliance on short-term repurchase arrangements collateralized by Non-Agency MBS.  In the fourth quarter, we entered into a three-year collateralized financing arrangement that effectively provides $300 million of financing for Non-Agency MBS. Subsequent to year-end, we increased the amount financed under this arrangement to approximately $500 million.

 

·                On February 9, 2012, MFA sold $433.3 million in principal amount of Non-Agency MBS as part of a re-securitization.  In connection with this transaction, $186.7 million of senior

 

1



 

bonds rated “AAA” by DBRS, Inc. were issued to third-party investors via a trust.  These bonds, with an average life of 1.9 years, were priced at a 2.75% yield.  As required by GAAP, MFA will consolidate the re-securitization and will account for this transaction as a financing.

For the fourth quarter ended December 31, 2011, MFA generated net income allocable to common stockholders of $68.0 million, or $0.19 per share of common stock. Core Earnings for the fourth quarter were $80.1 million, or $0.22 per share of common stock.  “Core Earnings” is a Non-GAAP financial measure, which reflects net income excluding $2.5 million of gains on sale of MBS, $0.4 million of gain on sale of properties, $4.2 million of other-than-temporary impairment charges, $10.2 million reduction in the fair value of the securities underlying our Linked Transactions and includes an adjustment of $0.6 million to increase interest income following the de-linking of certain Non-Agency MBS previously reported as Linked Transactions for GAAP.

Stewart Zimmerman, MFA’s Chairman of the Board and CEO, said, “MFA continues to provide stockholders with attractive returns through appropriately leveraged investments in both Agency and Non-Agency residential MBS. At year-end our debt to equity ratio (including the liabilities underlying our Linked Transactions) was 3.7:1.  Our Agency portfolio had an amortized cost basis of 102.6% of par as of December 31, 2011 and generated a 3.14% yield in the fourth quarter. Our Non-Agency portfolio had an average amortized cost of 72.8% of par as of December 31, 2011 and generated a loss-adjusted yield of 7.06% in the fourth quarter (Non-Agency average cost and loss-adjusted yield are adjusted for the impact of MBS Linked Transactions). The loss-adjusted yield for the Non-Agency MBS has trended lower due to the flattening (downward movement in the later years) of the forward yield curve which causes us to lower the projected future coupons and therefore the expected yield from our hybrid Non-Agency MBS.

“We continued to selectively find value in the Agency MBS market. In addition, we continued to implement our strategy of identifying and acquiring Non-Agency MBS with what we consider to be superior loss-adjusted yields at prices well below par. We believe MFA continues to be run on a very cost effective basis for the benefit of its stockholders.  For the three months ended December 31, 2011, MFA’s cost for compensation and benefits and other general and administrative expenses were $6.6 million or 1.06% on an annualized basis of December 31, 2011 Stockholders’ Equity.  Our goal remains to continue positioning MFA to generate double-digit returns on equity over time.”

William Gorin, MFA’s President, added, “In the fourth quarter, our Non-Agency portfolio experienced a modest price decline averaging 3.2 points.  However, during the month of January, the value of these assets increased.  We believe that the factors impacting Non-Agency MBS prices in the fourth quarter were continued negative housing market news, concerns about the sovereign debt exposure of the European banking system, and the desire of dealers to reduce inventory.  While housing fundamentals remain weak, we believe that we have appropriately factored this into our cash flow projections and credit reserve estimates.  In two installments, one in the fourth quarter of 2011 and one in the first quarter of 2012, we entered into a three-year collateralized financing arrangement that effectively provides $500 million of financing for Non-Agency MBS.  While this multi-year financing is incrementally more expensive than short-term repo financing by approximately 100-150 basis points, we believe the certainty of the committed term outweighs the additional cost.”

 

2



 

MFA’s $4.001 billion fair market value of Non-Agency MBS had a face amount of $5.704 billion, an amortized cost of $4.155 billion and a net purchase discount of $1.549 billion (all amounts adjusted for the impact of MBS Linked Transactions) at December 31, 2011. This discount consists of a $1.275 billion credit reserve and other-than-temporary impairments and a $274.6 million net accretable discount. In addition, at December 31, 2011, these Non-Agency MBS had 5.2% average structured credit enhancement in the form of subordination (subordinated bonds which absorb losses before MFA’s Non-Agency MBS are impacted). This structured credit enhancement, along with the purchase discount, mitigates MFA’s risk of loss on these investments.

Unlike MFA’s Agency MBS, due to their discounted purchase prices, the return on Non-Agency MBS will generally increase if the prepayment rates on these securities trend up.  Despite low mortgages rates, the overall change in the portfolio CPR between the third and fourth quarter was not significant. The following table presents the weighted average prepayment speed on MFA’s MBS portfolio (including MBS underlying Linked Transactions).

 

Table 1

 

 

 

Fourth Quarter
2011 Average
CPR

 

Third Quarter
2011 Average
CPR

 

MBS Portfolio

 

17.08 %

 

17.85 %

 

Agency MBS

 

19.35 %

 

19.29 %

 

Non-Agency MBS

 

13.01 %

 

14.54 %

 

 

As of December 31, 2011, under its swap agreements, MFA has a weighted average fixed pay rate of interest of 2.80% and a floating receive rate of 0.32% on notional balances totaling $3.378 billion, with an average maturity of 22 months. During 2012, approximately $958 million notional amount of existing swaps with a weighted average fixed pay rate of 3.87% is scheduled to expire.

 

3



 

The following table presents MFA’s asset allocation as of December 31, 2011 and the fourth quarter 2011 yield on average interest earning assets, average cost of funds and net interest rate spread for the various asset types.

 

Table 2

 

ASSET ALLOCATION (1)

At December 31, 2011

 

 

Agency MBS

 

 

Non-Agency
MBS

(2)

 

 

Cash (3)

 

 

Other, net

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Dollars in Thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortized Cost

 

$

6,921,275

 

 

$

4,154,746

 

 

$

409,524

 

$

(49,884

)

(4)

$

11,435,661

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Market Value

 

$

7,137,531

 

 

$

4,001,415

 

 

$

409,524

 

$

(49,884

)

 

$

11,498,586

 

Less Payable for Unsettled Purchases

 

 

-

 

 

 

(27,056

)

 

 

-

 

 

-

 

 

 

(27,056

)

Less Repurchase Agreements

 

 

(6,198,829

)

 

 

(1,485,227

)

 

 

-

 

 

-

 

 

 

(7,684,056

)

Less Multi-year Collateralized Financing

 

 

-

 

 

 

(300,000

)

 

 

-

 

 

-

 

 

 

(300,000

)

Arrangements (5)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Less Securitized Debt

 

 

-

 

 

 

(875,520

)

 

 

-

 

 

-

 

 

 

(875,520

)

Equity Allocated

 

$

938,702

 

 

$

1,313,612

 

 

$

409,524

 

$

(49,884

)

 

$

2,611,954

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Less Swaps at Market Value

 

 

-

 

 

 

-

 

 

 

-

 

 

(114,194

)

 

 

(114,194

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Equity Allocated

 

$

938,702

 

 

$

1,313,612

 

 

$

409,524

 

$

(164,078

)

 

$

2,497,760

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Debt/Net Equity Ratio (6)

 

 

6.60

x

 

 

2.05

x

 

 

-

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the quarter ended December 31, 2011

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Yield on Average Interest Earning Assets

 

 

3.14

%

 

 

7.06

%

 

 

0.03

%

 

 

 

 

 

4.42

%

Less Average Cost of Funds

 

 

1.71

(7)

 

 

1.78

(7)

 

 

-

 

 

 

 

 

 

1.73

 

Net Interest Rate Spread

 

 

1.43

%

 

 

5.28

%

 

 

0.03

%

 

 

 

 

 

2.69

%

                                                                                              

(1)  Information presented with respect to Non-Agency MBS, related repurchase agreement borrowings and resulting totals are presented on a non-GAAP basis.  See the accompanying Reconciliation of Non-GAAP Financial Measures.

(2) Includes Non-Agency MBS and repurchase agreements underlying Linked Transactions.  The purchase of a Non-Agency MBS and repurchase borrowing of this MBS with the same counterparty are accounted for under GAAP as a “linked transaction.”  The two components of a linked transaction (MBS purchase and borrowing under repurchase agreement) are evaluated on a combined basis and are presented as “Linked Transactions” on MFA’s consolidated balance sheet.

(3) Includes cash, cash equivalents and restricted cash.

(4) Includes securities obtained and pledged as collateral, interest receivable, goodwill, prepaid and other assets, obligation to return securities obtained as collateral, interest payable, derivative hedging instruments at fair value, dividends payable and accrued expenses and other liabilities.

(5) Multi-year collateralized financing arrangements are viewed by management as having an effective term of 3.0 years, but for GAAP reporting purposes are disclosed within repurchase agreements and as having a contractual term of over 30 days to 90 days.

(6) Represents the sum of borrowings under repurchase agreements, multi-year collateralized financing arrangements, payable for unsettled purchases and securitized debt as a multiple of net equity allocated.

(7) Includes effect of Swaps.

 

4



 

At December 31, 2011, MFA’s $11.139 billion of Agency and Non-Agency MBS, which includes MBS underlying Linked Transactions, were backed by hybrid, adjustable and fixed-rate mortgages.  Additional information about these MBS, including months to reset and three month average CPR, is presented below:

 

Table 3

 

Agency MBS

 

Non-Agency MBS

 

Total

 

 

 

 

 

Average

 

Average

 

 

 

Average

 

Average

 

 

 

Average

 

Average

 

($ in Thousands)

 

Market Value

 

MTR (1)

 

CPR (2)

 

Market Value

 

MTR (1)

 

CPR (2)

 

Market Value

 

MTR (1)

 

CPR (2)

 

Time to Reset:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

< 2 years  (3)

 

$

1,785,933

 

8

 

16.0

%

$

2,027,481

 

5

 

11.9

%

$

3,813,414

 

7

 

13.9

%

2-5 years

 

2,726,972

 

41

 

23.9

 

609,162

 

45

 

16.7

 

3,336,134

 

42

 

22.7

 

> 5 years

 

976,776

 

69

 

21.4

 

192,882

 

63

 

13.6

 

1,169,658

 

68

 

19.5

 

ARM-MBS Total

 

$

5,489,681

 

35

 

20.9

%

$

2,829,525

 

18

 

13.0

%

$

8,319,206

 

29

 

18.1

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

15-Year fixed

 

$

1,647,850

 

 

 

14.4

%

$

-

 

 

 

-

 

$

1,647,850

 

 

 

14.4

%

30-Year fixed

 

-

 

 

 

-

 

1,165,853

 

 

 

13.1

%

1,165,853

 

 

 

13.1

 

40-Year fixed

 

-

 

 

 

-

 

6,037

 

 

 

14.8

 

6,037

 

 

 

14.8

 

Fixed-Rate Total

 

$

1,647,850

 

 

 

14.4

%

$

1,171,890

 

 

 

13.1

%

$

2,819,740

 

 

 

13.9

%

MBS Total

 

$

7,137,531

 

 

 

19.4

%

$

4,001,415

 

 

 

13.0

%

$

11,138,946

 

 

 

17.1

%

(1)  MTR, or months to reset, is the number of months remaining before the coupon interest rate resets.  At reset, the MBS coupon will adjust based upon the underlying benchmark interest rate index, margin and periodic or lifetime caps.  The MTR does not reflect scheduled amortization or prepayments.

(2) Average CPR weighted by positions as of beginning of each month in the quarter.

(3)  Includes floating rate MBS that may be collateralized by fixed-rate mortgages.

 

MFA plans to hold a conference call on Thursday, February 16, 2012, at 10:00 a.m. (Eastern Time) to discuss its fourth quarter 2011 financial results. The number to dial in order to listen to the conference call is (800) 288-8960 in the U.S. and Canada. International callers must dial (612) 332-0418. A replay of the call will be available through Thursday, February 23, 2012, and can be accessed by dialing (800) 475-6701 in the U.S. and Canada or (320) 365-3844 internationally and entering access code 237810. Live audio of the conference call will also be accessible over the internet at http://www.mfa-reit.com through the appropriate link on MFA’s Investor Information page or, alternatively, over the Thomson Reuters Investor Distribution Network at http://www.earnings.com. To listen to the call over the internet, go to the applicable website at least 15 minutes before the call to register and to download and install any needed audio software. An audio replay of the call will also be available on MFA’s website following the call.

 

When used in this press release or other written or oral communications, statements which are not historical in nature, including those containing words such as “believe,” “expect,” “anticipate,” “estimate,” “plan,” “continue,” “intend,” “should,” “may” or similar expressions, are intended to identify “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and, as such, may involve known and unknown risks, uncertainties and assumptions. Statements regarding the following subjects, among others, may be forward-looking: changes in interest rates and the market value of MFA’s MBS; changes in the prepayment rates on the mortgage loans securing MFA’s MBS; MFA’s ability to borrow to finance its assets; implementation of or changes in government regulations or programs affecting MFA’s business; MFA’s ability to maintain its qualification as a REIT for federal income tax purposes; MFA’s ability to maintain its exemption from registration under the Investment Company Act of 1940; and risks associated with investing in real estate assets, including changes in business conditions and the general economy. These and other risks, uncertainties and factors, including those described in the annual, quarterly and current reports that MFA files with the Securities and Exchange Commission, could cause MFA’s actual results to differ materially from those projected in any forward-looking statements it makes. All forward-looking statements speak only as of the date on which they are made. New risks and uncertainties arise over time and it is not possible to predict those events or how they may affect MFA. Except as required by law, MFA is not obligated to, and does not intend to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

 

5


 


 

MFA FINANCIAL, INC.

CONSOLIDATED BALANCE SHEETS

 

 

 

 

December 31,

 

December 31,

 

(In Thousands, Except Per Share Amounts)

 

2011

 

2010

 

Assets:

 

(Unaudited)

 

 

 

Mortgage-backed securities (“MBS”)

 

 

 

 

 

Agency MBS, at fair value ($6,666,963 and $5,519,879 pledged

 

$

7,137,531

 

$

5,980,623

 

as collateral, respectively)

 

 

 

 

 

Non-Agency MBS, at fair value ($692,534 and $867,655 pledged

 

1,492,376

 

1,372,383

 

as collateral, respectively)

 

 

 

 

 

Non-Agency MBS transferred to consolidated variable interest entities (“VIE’s”)

 

2,283,070

 

705,704

 

Securities obtained and pledged as collateral, at fair value

 

306,401

 

-

 

Cash and cash equivalents

 

394,022

 

345,243

 

Restricted cash

 

15,502

 

41,927

 

MBS linked transactions, net (“Linked Transactions”), at fair value

 

55,801

 

179,915

 

Interest receivable

 

42,837

 

38,215

 

Derivative hedging instruments, at fair value

 

26

 

-

 

Real estate, net

 

-

 

10,732

 

Goodwill

 

7,189

 

7,189

 

Prepaid and other assets

 

15,879

 

5,476

 

Total Assets

 

$

11,750,634

 

$

8,687,407

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

Repurchase agreements

 

$

7,813,159

 

$

5,992,269

 

Securitized debt

 

875,520

 

220,933

 

Obligation to return securities obtained as collateral, at fair value

 

306,401

 

-

 

Accrued interest payable

 

9,112

 

8,007

 

Derivative hedging instruments, at fair value

 

114,220

 

139,142

 

Dividends and dividend equivalents rights (“DERs”) payable

 

97,525

 

67,040

 

Accrued expenses and other liabilities

 

36,937

 

9,569

 

Total Liabilities

 

$

9,252,874

 

$

6,436,960

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ Equity:

 

 

 

 

 

Preferred stock, $.01 par value; Series A 8.50% cumulative redeemable;

 

$

38

 

$

38

 

5,000 shares authorized; 3,840 shares issued and outstanding ($96,000

 

 

 

 

 

aggregate liquidation preference)

 

 

 

 

 

Common stock, $.01 par value; 895,000 and 370,000 shares authorized;

 

3,561

 

2,805

 

356,112 and 280,481 issued and outstanding, respectively

 

 

 

 

 

Additional paid-in capital, in excess of par

 

2,795,925

 

2,184,493

 

Accumulated deficit

 

(243,061

)

(191,569

)

Accumulated other comprehensive (loss)/ income

 

(58,703

)

254,680

 

Total Stockholders’ Equity

 

$

2,497,760

 

$

2,250,447

 

Total Liabilities and Stockholders’ Equity

 

$

11,750,634

 

$

8,687,407

 

 

6



 

MFA FINANCIAL, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

 

 

 

 

Three Months Ended

 

For the Year Ended

 

 

 

December 31,

 

December 31,

 

(In Thousands, Except Per Share Amounts)

 

2011

 

2010

 

2011

 

2010

 

 

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

 

 

Interest Income:

 

 

 

 

 

 

 

 

 

Agency MBS

 

$

55,880

 

$

57,003

 

$

241,994

 

$

250,602

 

Non-Agency MBS

 

24,956

 

27,214

 

101,054

 

127,070

 

Non-Agency MBS transferred to consolidated VIEs

 

43,128

 

13,281

 

153,563

 

13,281

 

Cash and cash equivalent investments

 

30

 

99

 

136

 

385

 

Interest Income

 

123,994

 

97,597

 

496,747

 

391,338

 

 

 

 

 

 

 

 

 

 

 

Interest Expense:

 

 

 

 

 

 

 

 

 

Repurchase agreements

 

35,226

 

34,556

 

137,739

 

144,212

 

Securitized debt

 

3,585

 

913

 

11,672

 

913

 

Total Interest Expense

 

38,811

 

35,469

 

149,411

 

145,125

 

 

 

 

 

 

 

 

 

 

 

Net Interest Income

 

85,183

 

62,128

 

347,336

 

246,213

 

 

 

 

 

 

 

 

 

 

 

Other-Than-Temporary Impairments:

 

 

 

 

 

 

 

 

 

Total other-than-temporary impairment losses

 

(29,595)

 

(5,858)

 

(45,144)

 

(6,042

)

Portion of other-than-temporary impairment losses

 

25,408

 

(1,007)

 

34,574

 

(6,235

)

  recognized in/(reclassified from) other

 

 

 

 

 

 

 

 

 

  comprehensive income/(loss)

 

 

 

 

 

 

 

 

 

Net Impairment Losses Recognized in Earnings

 

(4,187)

 

(6,865)

 

(10,570)

 

(12,277

)

 

 

 

 

 

 

 

 

 

 

Other (Loss)/Income, Net:

 

 

 

 

 

 

 

 

 

Unrealized net gains and net interest income from

 

(6,955)

 

12,458

 

3,015

 

53,762

 

  Linked Transactions

 

 

 

 

 

 

 

 

 

Gain on sale of MBS, net

 

2,534

 

-

 

6,730

 

33,739

 

Revenue from operations of real estate

 

420

 

364

 

1,566

 

1,464

 

Loss on termination of repurchase agreements

 

-

 

-

 

-

 

(26,815

)

Gain on sale of properties, net

 

430

 

-

 

430

 

-

 

Other, net

 

(28)

 

-

 

(914)

 

-

 

Other (Loss)/Income, Net

 

(3,599)

 

12,822

 

10,827

 

62,150

 

 

 

 

 

 

 

 

 

 

 

Operating and Other Expense:

 

 

 

 

 

 

 

 

 

Compensation and benefits

 

3,368

 

3,565

 

18,959

 

16,092

 

Other general and administrative expense

 

3,269

 

2,576

 

11,250

 

8,571

 

Real estate operating expense, mortgage interest and

 

196

 

363

 

970

 

1,661

 

  prepayment penalty

 

 

 

 

 

 

 

 

 

Operating and Other Expense

 

6,833

 

6,504

 

31,179

 

26,324

 

 

 

 

 

 

 

 

 

 

 

Net Income

 

70,564

 

61,581

 

316,414

 

269,762

 

Less: Preferred Stock Dividends

 

2,040

 

2,040

 

8,160

 

8,160

 

Net Income Available to Common Stock and

 

$

68,524

 

$

59,541

 

$

308,254

 

$

261,602

 

  Participating Securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings Per Common Share-Basic and Diluted

 

$

0.19

 

$

0.21

 

$

0.90

 

$

0.93

 

 

 

 

 

 

 

 

 

 

 

Dividends Declared Per Share of Common Stock

 

$

0.27

 

$

0.235

 

$

1.01

 

$

0.89

 

 

7



 

Reconciliations of Non-GAAP Financial Measures

 

This press release contains disclosures related to MFA’s Core Earnings, Core Earnings per common share, investments in Non-Agency MBS, and returns on such assets for the three months and year ended December 31, 2011, which constitute non-GAAP financial measures within the meaning of Regulation G as promulgated by the Securities and Exchange Commission.  MFA’s management believes that these non-GAAP financial measures presented in its press release, when considered together with GAAP financial measures, provide information that is useful to investors in understanding period-over-period operating results and balance sheet composition.  An analysis of any non-GAAP financial measure should be used in conjunction with results presented in accordance with GAAP.

 

Core Earnings and Core Earnings per common share for the three months and year ended December 31, 2011 are not measures of performance in accordance with GAAP, as they exclude impairment losses recognized through earnings, gain on sale of MBS, gain on sale of properties and changes in fair value of MBS underlying our Linked Transactions. In addition, following the “de-linking” of certain Non-Agency MBS that were previously reported as Linked Transactions under GAAP, Core Earnings includes an adjustment to reflect interest income recognized on the underlying de-linked Non-Agency MBS on the same basis with that used prior to the de-linking. Accordingly, the adjustment is consistent with the way management views the performance of these underlying Non-Agency MBS (i.e., as if never linked), which differs from GAAP accounting.

 

MFA believes that Core Earnings and Core Earnings per share provides investors with a useful measure to assess the performance of the Company’s ongoing business and useful supplemental information to both management and investors in evaluating our financial results.  A reconciliation of the GAAP items discussed above to their non-GAAP measures for the three months and year ended December 31, 2011 are as follows:

 

Table 4

 

 

 

Three Months Ended

 

For the Year Ended

 

 

 

December 31, 2011

 

December 31, 2011

 

(In Thousands, Except Per Share Amount)

 

Reconciliation

 

Basic and
Diluted EPS

 

Reconciliation

 

Basic and
Diluted EPS

 

GAAP Net Income Available to Common Stock and

 

$

68,524

 

 

 

 

 

$

308,254

 

 

 

 

 

Participating Securities

 

 

 

 

 

 

 

 

 

 

 

 

 

Less: Dividends and Dividend Equivalent Rights on

 

(489

)

 

 

 

 

(1,684

)

 

 

 

 

Participating Securities

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP Net Income Allocable to Common Stockholders

 

$

68,035

 

 

$

0.19

 

 

$

306,570

 

 

$

0.90

 

 

Non-GAAP Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

Impairment Losses Recognized in Earnings

 

$

4,187

 

 

 

 

 

$

10,570

 

 

 

 

 

Gain on Sale of MBS

 

(2,534

)

 

 

 

 

(6,730

)

 

 

 

 

Gain on Sale of Properties

 

(430

)

 

 

 

 

(430

)

 

 

 

 

Changes in Net Unrealized losses on Linked Transactions

 

10,216

 

 

 

 

 

17,783

 

 

 

 

 

Yield Adjustment for De-Linked MBS

 

588

 

 

 

 

 

2,504

 

 

 

 

 

Total Adjustments to Arrive at Core Earnings

 

$

12,027

 

 

$

0.03

 

 

$

23,697

 

 

$

0.07

 

 

Core Earnings

 

$

80,062

 

 

$

0.22

 

 

$

330,267

 

 

$

0.97

 

 

Weighted Average Common Shares Outstanding - Basic

 

355,855

 

 

 

 

 

341,368

 

 

 

 

 

Weighted Average Common Shares Outstanding - Diluted

 

356,100

 

 

 

 

 

341,627

 

 

 

 

 

 

8



 

As noted above, certain Non-Agency MBS purchases are presented as a component of Linked Transactions in MFA’s GAAP financial statements for the three months and year ended December 31, 2011.  In assessing the performance of the Non-Agency MBS portfolio, MFA’s management does not view these transactions as linked, but rather views the performance of the linked Non-Agency MBS and the related repurchase agreement borrowings as it would any other Non-Agency MBS that is not part of a linked transaction.  Consequently, MFA considers that these non-GAAP financial measures assist investors in analyzing the performance of MFA’s Non-Agency MBS in the same way that MFA’s management assesses such assets.  However, as noted above, these non-GAAP financial measures do not take into account the effect of the changes in fair value of MBS underlying Linked Transactions, impairment charges, gain on sale of MBS, gain on sale of properties and revisions to the yield used for income recognition for the underlying Non-Agency MBS subsequent to delinking, which are reflected in GAAP earnings.

 

Information pertaining to MFA’s Non-Agency MBS that are a component of Linked Transactions are reconciled below as of and for the three months ended December 31, 2011 with the most directly comparable financial measure calculated in accordance with GAAP, as follows:

 

Table 5

 

 

 

 

 

Adjustments to Include

 

 

 

 

 

 

 

 

Assets/Liabilities

 

 

 

 

 

 

GAAP Based

 

Underlying Linked

 

Non-GAAP

 

 

(Dollars in Thousands)

 

Information

 

Transactions

 

Presentation

 

 

At December 31, 2011:

 

 

 

 

 

 

 

 

Repurchase Agreement Borrowings

 

$

7,813,159

 

 

 

$

170,897

 

(1)

 

$

7,984,056

 

 

Securitized Debt

 

875,520

 

 

 

-

 

 

 

875,520

 

 

Obligation to Return Securities

 

306,401

 

 

 

-

 

 

 

306,401

 

 

Obtained as Collateral

 

 

 

 

 

 

 

 

 

 

 

 

Payable for Unsettled Purchases

 

27,056

 

 

 

-

 

 

 

27,056

 

 

Total Borrowings (Debt)

 

$

9,022,136

 

 

 

$

170,897

 

(1)

 

$

9,193,033

 

 

Stockholders’ Equity

 

$

2,497,760

 

 

 

2,504

 

 

 

$

2,500,264

 

 

Debt-to-Equity (Debt/Stockholders’ Equity)

 

3.6

 

x

 

 

 

 

 

3.7

 

x

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Three Months Ended December 31, 2011:

 

 

 

 

 

 

 

 

 

 

 

 

Average Interest Earning Assets

 

$

11,403,662

 

 

 

$

241,947

 

(2)

 

$

11,645,609

 

 

Interest Income

 

$

123,994

 

 

 

$

4,706

 

 

 

$

128,700

 

 

Yield on Average Interest Earning Assets

 

4.35

 

%

 

7.78

 

%

 

4.42

 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

Average Total Borrowings

 

$

8,899,013

 

 

 

$

187,665 

 

(1)

 

$

9,086,678

 

 

Interest Expense

 

$

38,811

 

 

 

$

857

 

 

 

$

39,668

 

 

Average Cost of Funds

 

1.73

 

%

 

1.81

 

%

 

1.73

 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Interest Rate Spread

 

2.62

 

%

 

5.97

 

%

 

2.69

 

%

 

(1)  Represents borrowings under repurchase agreements underlying Linked Transactions.

(2)  Represents Non-Agency MBS underlying Linked Transactions.

 

9



 

The table below reconciles MFA’s Non-Agency MBS and related repurchase agreement borrowings and securitized debt on a GAAP basis to reflect on a combined basis its Non-Agency MBS and related repurchase agreements underlying its Linked Transactions, which is a non-GAAP financial measure.  Based on this non-GAAP presentation, MFA has also presented certain resulting performance measures on a non-GAAP basis. 

 

Table 6

 

 

 

Adjustments to
Include

 

 

 

 

 

 

 

 

Assets/Liabilities

 

 

 

 

 

 

GAAP Based

 

Underlying Linked

 

 

Non-GAAP

 

(Dollars in Thousands)

 

Information

(1)

Transactions

 

(2)

Presentation

 

At December 31, 2011:

 

 

 

 

 

 

 

Amortized Cost of Non-Agency MBS

 

$

3,936,211

 

 

 

$

218,535

 

(3)

 

$

4,154,746

 

(3)

 

Fair Value of Non-Agency MBS

 

$

3,775,446

 

 

 

$

225,969

 

 

 

$

4,001,415

 

 

 

Face/Par Value of Non-Agency MBS

 

$

5,414,353

 

 

 

$

289,536

 

 

 

$

5,703,889

 

 

 

Purchase (Discount) Designated as Credit Reserve and OTTI

 

$

(1,228,766

)

(4)

 

$

(45,735

)

 

 

$

(1,274,501

)

(5)

 

Net Purchase (Discount) Designated as Accretable

 

$

(249,376

)

 

 

$

(25,266

)

(3)

 

$

(274,642

)

(3)

 

Total Purchase (Discount) of Non-Agency MBS

 

$

(1,478,142

)

(4)

 

$

(71,001

)

 

 

$

(1,549,143

)

(5)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-Agency Repurchase Agreements and Securitized Debt

 

$

2,489,850

 

 

 

$

170,897

 

 

 

$

2,660,747

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Three Months Ended December 31, 2011:

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-Agency MBS Average Amortized Cost

 

$

3,881,220

 

 

 

$

241,947

 

 

 

$

4,123,167

 

 

 

Non-Agency Average Total Borrowings

 

$

2,497,368

 

 

 

$

187,665

 

 

 

$

2,685,033

 

 

 

Coupon Interest on Non-Agency MBS

 

$

58,890

 

 

 

$

3,926

 

 

 

$

62,816

 

 

 

Effective Yield Adjustment                            (6)

 

$

9,194

 

 

 

$

780

 

 

 

$

9,974

 

 

 

Interest Income on Non-Agency MBS

 

$

68,084

 

 

 

$

4,706

 

 

 

$

72,790

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest Expense on Non-Agency Total Borrowings

 

$

11,202

 

 

 

$

857

 

 

 

$

12,059

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Yield on Average Interest Earning Non-Agency MBS

 

7.02

 

%

 

7.78

 

%

 

7.06

 

%

 

Non-Agency Average Cost of Funds

 

1.78

 

%

 

1.81

 

%

 

1.78

 

%

 

Non-Agency Interest Rate Spread

 

5.24

 

%

 

5.97

 

%

 

5.28

 

%

 

 

(1)  Includes Non-Agency MBS transferred to consolidated VIE.

(2) Adjustment to reflect Non-Agency MBS underlying Linked Transactions, borrowings under repurchase agreements underlying Linked Transactions and yield adjustments for de-linked Non-Agency MBS.

(3) Includes adjustment of $19.1 million related to yield adjustments for de-linked Non-Agency MBS.

(4)  Amounts disclosed reflect purchase discount designated as credit reserve of $1.174 billion and OTTI of $54.5 million.

(5)  Amounts disclosed reflect purchase discount designated as credit reserve of $1.220 billion and OTTI of $54.5 million.

(6)  The effective yield adjustment on Non-Agency MBS is the difference between net income calculated using the net yield on average interest earning Non-Agency MBS, which is based on management’s estimates of future cash flows for Non-Agency MBS, less the current coupon yield.

 

10



 

Reconciliation of GAAP Net Income, Core Earnings and Estimated REIT Taxable Income

 

MFA calculates estimated REIT taxable income in accordance with the requirements mandated by the Internal Revenue Code.  Differences exist in the determination of net income for GAAP and REIT taxable income that can lead to a significant variance in the amount and timing of when income and losses are recognized under these two measures.  The amount and characteristic of the dividends distributed to stockholders is impacted by REIT taxable income.  The table below sets forth a reconciliation between GAAP net income, Core Earnings and Estimated REIT taxable income for the year ended December 31, 2011.

 

Table 7

 

 

For the Year Ended

 

 

 

December 31, 2011

 

 

 

 

 

(In Thousands)

 

 

 

GAAP Net Income Before Preferred Dividends

 

$

316,414

 

 

Less: Preferred Dividends Paid to Stockholders

 

(8,160

)

 

Less: Dividends and Dividend Equivalent Rights on Participating Securities

 

(1,684

)

 

GAAP Net Income Allocable to Common Stockholders

 

$

306,570

 

 

Adjustments to Arrive at Core Earnings:

 

 

 

 

Add: Impairment Loss Recognized in Earnings

 

$

10,570

 

 

Add: Changes in Fair Value on Linked Transactions

 

17,783

 

 

Add: Yield Adjustments for De-Linked MBS

 

2,504

 

 

Less: Gain on Sale of MBS    (1)

 

(6,730

)

 

Less: Gain on Sale of Properties    (1)

 

(430

)

 

Total Adjustments to Arrive at Core Earnings

 

$

23,697

 

 

Core Earnings

 

$

330,267

 

 

Adjustments to Core Earnings to Arrive at Estimated REIT Taxable Income:

 

 

 

 

Add: Preferred Dividends Paid to Stockholders (deducted above)

 

$

8,160

 

 

Add: Dividend and Dividend Equivalent Rights on Participating Securities (deducted above)

 

1,684

 

 

Add: Adjustment to GAAP Income to Reflect Estimated Taxable Income on Non-Agency MBS

 

30,408

 

 

Add: Adjustment to Reflect Estimated Taxable Income on Re-securitized Non-Agency MBS

 

2,734

 

 

Add: Other Expenses Not Deductible in Determining Taxable Income

 

687

 

 

Total Adjustments Increasing Estimated REIT Taxable Income

 

$

43,673

 

 

Less: Adjustment to GAAP Income to Reflect Taxable Income on Agency MBS

 

$

(3,203

)

 

Total Net Adjustments to Core Earnings to Arrive at Estimated REIT Taxable Income

 

$

40,470

 

 

Estimated REIT Taxable Income Available for Distribution to Preferred and Common Stockholders

 

$

370,737

 

 

(1)  Gain on sales of MBS and Properties were not recognized for REIT taxable income because the gain on sale was offset by capital loss carry forward generated in prior years.

 

11