10-K: Annual report pursuant to Section 13 and 15(d)
Published on February 6, 2004
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the year ended December 31, 2003
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______________ to ______________
Commission File Number: 1-13991
MFA MORTGAGE INVESTMENTS, INC.
(Exact name of registrant as specified in its charter)
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Maryland 13-3974868
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
350 Park Avenue, 21st Floor, New York, New York 10022
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 207-6400
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Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which Registered
Common Stock, $0.01 par value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
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 |_|
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (229.405 of the chapter) is not contained herein, and will
not be contained, to the best of the registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. |X|
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes |X| No |_|
The aggregate market value of the registrant's voting common stock, par
value $.01 per share ("Common Stock"), held by non-affiliates based on the final
closing price of the Common Stock on the New York Stock Exchange on June 30,
2003 was $538,252,703. The aggregate market value of the registrant's Common
Stock held by non-affiliates based on the final closing price of the Common
Stock on the New York Stock Exchange on February 3, 2004 was $660,102,522.
The number of shares of the registrant's Common Stock outstanding on
February 3, 2004, was 64,631,183.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's proxy statement for the 2004 annual meeting of
stockholders scheduled to be held on May 27, 2004 are incorporated by reference
into Part III of this annual report on Form 10-K.
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TABLE OF CONTENTS
PART I
Item 1. Business.
THE COMPANY
MFA Mortgage Investments, Inc. (the "Company") is primarily engaged in the
business of investing, on a leveraged basis, in mortgage-backed securities
("MBS"), which include adjustable-rate MBS and hybrid MBS (collectively,
"ARM-MBS"). The Company's ARM-MBS consist primarily of MBS issued or guaranteed
by an agency of the U.S. government, such as the Government National Mortgage
Association ("Ginnie Mae"), or a federally chartered corporation, such as Fannie
Mae or Freddie Mac (collectively, "Agency MBS"), and, to a lesser extent, high
quality ARM-MBS rated in one of the two highest rating categories by at least
one nationally recognized rating agency, such as Moody's Investors Services,
Inc., Standard & Poor's Corporation or Fitch, Inc. (collectively, the "Rating
Agencies"). The Company's principal business objective is to generate net income
for distribution to its stockholders resulting from the spread between the
interest and other income it earns on its investments and the cost of financing
such investments.
At December 31, 2003, the Company held total assets of $4.565 billion, of
which 99.3% consisted of Agency MBS, other high quality MBS rated "AAA" by
Standard & Poor's Corporation, MBS-related receivables and cash. The Company
also held controlling and non-controlling interests in entities that either
directly or indirectly own three multi-family apartment properties, containing a
total of 521 rental units, located in Georgia, North Carolina and Nebraska.
The Company has elected to be treated as a real estate investment trust
("REIT") for federal income tax purposes. In order to maintain its status as a
REIT, the Company must comply with a number of requirements under federal tax
law, including that it must distribute at least 90% of its annual taxable net
income to its stockholders, subject to certain adjustments. For additional
information, see "Certain Federal Income Tax Considerations."
The Company was incorporated in Maryland on July 24, 1997 and began
operations on April 10, 1998. From the time of its formation through December
31, 2001, the Company was an externally advised and managed by America First
Mortgage Advisory Corporation (the "Advisor"). Pursuant to an agreement between
the Company and the Advisor (the "Advisory Agreement"), the Advisor provided the
Company with day-to-day management of its operations and investment advisory
services for a fee, which was calculated on a quarterly basis. The Advisor was a
subsidiary of America First Companies L.L.C. ("AFC").
On December 12, 2001, the Company's stockholders approved the terms of an
Agreement and Plan of Merger, dated September 24, 2001, among the Company, the
Advisor, AFC and the stockholders of the Advisor (the "Advisor Merger
Agreement"), which provided for the merger of the Advisor into the Company (the
"Advisor Merger"). On January 1, 2002, the Advisor Merger was consummated and,
as a result, the Company became a self-advised REIT, ceased paying fees to the
Advisor, and directly incurred all of the costs of its day-to-day operations,
the employees of the Advisor became employees of the Company, and the Company
acquired all of the tangible and intangible business assets of the Advisor. (For
additional information regarding the Advisor and the Advisor Merger, see Note 3a
to the accompanying consolidated financial statements, included under Item 8.)
On August 13, 2002, the Company changed its name from America First
Mortgage Investments, Inc. to MFA Mortgage Investments, Inc.
BUSINESS AND INVESTMENT STRATEGY
The Company is primarily engaged in the business of investing in Agency MBS
and other high quality ARM-MBS, which are primarily secured by pools of
adjustable rate and hybrid mortgage loans ("ARMs") on single family residences.
The Company's investment strategy also provides for the acquisition and
ownership of multi-family housing properties.
The Company's investment policy requires that at least 50% of its
investment portfolio consist of ARM-MBS that are either (i) Agency MBS or (ii)
rated in one of the two highest rating categories by one of the Rating Agencies.
Under the Company's current policies, the remainder of the Company's assets may
consist of investments in: (i) multi-family apartment properties; (ii) limited
partnerships, real estate investment trusts or preferred stock of a real estate
related corporations; or (iii) other fixed-income instruments. At December 31,
2003,
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99.3% of the Company's assets consisted of Agency MBS (which comprised 92.8% of
total assets), high quality "AAA" rated MBS, MBS-related receivables and cash.
The Company's other investments, primarily consisting of direct and indirect
investments in limited partnerships and/or limited liability companies owning
real estate, comprised less than 1.0% of its remaining assets at December 31,
2003.
Interest rates on the ARMs securing the Company's MBS are based on an index
rate, such as the one-year constant maturity treasury ("CMT") rate, the London
Interbank Offered Rate ("LIBOR") or the 11th District Cost of Funds Index
("COFI"), and are generally adjusted on an annual basis; however, some may be
adjusted more frequently. The ARMs securing the Company's ARM-MBS are primarily
comprised of hybrids, which have interest rates that are fixed for a specified
period and, thereafter, generally reset annually. The maximum adjustment, in any
year, of the ARMs securing the Company's ARM-MBS is usually limited to 100 to
200 basis points (i.e., one basis point is equal to 1/100 of 1%) per annum.
Generally, ARMs also have lifetime caps on interest rate changes from the
initial interest rate, which typically do not exceed 500 to 600 basis points
from the initial interest rate. At December 31, 2003, 91.7% of the Company's MBS
had interest rates scheduled to contractually reprice within three years or
less. Contractual repricing does not consider the impact of prepayments.
We may also invest in mortgage loans and MBS that are not guaranteed by a
federal agency or corporation and/or that have fixed interest rates.
During the fourth quarter of 2003, the Company, through subsidiaries, began
providing external advisory services as a sub-advisor to America First Apartment
Investors, Inc., a Maryland corporation ("AFAI"), with respect to AFAI's
acquisition and disposition of MBS and the maintenance of AFAI's MBS portfolio.
(See Note 3e to the accompanying consolidated financial statements, included
under Item 8.)
FINANCING STRATEGY
The Company utilizes repurchase agreements to finance the acquisition of
its ARM-MBS and other assets. In addition, the Company may also finance the
acquisition of additional assets with the proceeds from capital market
transactions. When fully invested, the Company's policy is to generally maintain
an assets-to-equity ratio of less than 11 to 1. At December 31, 2003, the
Company's assets-to-equity ratio was 9.4 to 1 and its debt-to-equity ratio was
8.3 to 1.
A repurchase agreement, although structured as a sale and repurchase
obligation, operates as a financing (i.e., borrowing) under which the Company
pledges its securities as collateral to secure a loan with the repurchase
agreement counterparty. The amount borrowed under a repurchase agreement is
limited to a specified percentage, generally not more than 97%, of the estimated
market value of the pledged collateral. Repurchase agreements take the form of a
sale of the pledged collateral to a lender at an agreed upon price in return for
such lender's simultaneous agreement to resell the same securities back to the
borrower at a future date (i.e., the maturity of the borrowing) at a higher
price. The difference between the sale and repurchase price is the cost, or
interest expense, of borrowing under the repurchase agreements. The Company
retains beneficial ownership of the pledged collateral, while the counterparty
maintains custody of the collateral securities. At the maturity of a repurchase
agreement, the Company is required to repay the loan and concurrently receive
back its pledged collateral from the lender or, with the consent of the lender,
the Company may renew such agreement at the then prevailing financing rate. The
repurchase agreements may require the Company to pledge additional assets to the
lender in the event the estimated fair value of existing pledged collateral
declines below a specified percentage. The pledged collateral may fluctuate in
value due to, among other things, principal repayments, market changes in
interest rates and credit quality. At December 31, 2003, the Company did not
have any margin calls on its repurchase agreements that it was not able to
satisfy with either cash or additional pledged collateral.
The Company's repurchase agreements generally have original maturities
ranging from one to 36 months. Should the counterparty to a repurchase agreement
decide not to renew such agreement at maturity, the Company would be required to
either refinance elsewhere or be in a position to satisfy (i.e., payoff) this
obligation. If, during the term of a repurchase agreement, a lender should file
for bankruptcy, the Company might experience difficulty recovering its pledged
assets and may have an unsecured claim against the lender's assets for the
difference between the amount loaned to the Company and the estimated fair value
of the collateral pledged to such lender.
To reduce its exposure, the Company's current policy is to enter into
repurchase agreements only with financial institutions whose holding or parent
company's long-term debt rating is "A" or better as determined by at least one
of the Rating Agencies, where applicable. If this minimum criterion is not met,
the Company will not enter
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into repurchase agreements with that lender without the specific approval of its
Board of Directors (the "Board"). In the event an existing lender is downgraded
below "A," the Company will seek the approval of the Board before entering into
additional repurchase agreements with that lender. The Company generally seeks
to diversify its exposure by entering into repurchase agreements with at least
four separate lenders with a maximum loan from any lender of no more than three
times the Company's stockholders' equity. At December 31, 2003, the Company had
amounts outstanding under repurchase agreements with 11 separate lenders, all of
which were rated "A" or better, with a maximum net exposure (the difference
between the amount loaned to the Company and the estimated fair value of the
security pledged by the Company as collateral) to any single lender of $37.6
million.
The Company may use derivative transactions and other hedging strategies to
help mitigate its prepayment and interest rate risks if it is determined that
the cost of these transactions is justified by their potential benefit. Through
December 31, 2003, the Company's use of hedging instruments has been limited to
purchased interest rate caps ("Cap Agreements"). A Cap Agreement is a contract
whereby the purchaser pays a fee in exchange for the right to receive payments
equal to the principal (i.e., notional amount) times the difference between a
specified interest rate and a future interest rate during a defined "active"
period of time. At December 31, 2003, the Company had 11 Cap Agreements, with a
total notional amount of $310.0 million. The Cap Agreements, which had an
amortized cost of $3.6 million, were carried at their estimated fair value of
$276,000, with unrealized losses of $3.3 million reflected in accumulated other
comprehensive income. The Company expects that it will enter into additional Cap
Agreements in the future to hedge against increases in interest rates on its
anticipated LIBOR-based repurchase agreements. However, the timing and amount of
future hedging transactions, if any, will depend on market conditions,
including, but not limited to, the interest rate environment, management's
assessment of the future changes in interest rates and the market availability
and cost of entering into such hedging transactions. On January 13, 2004, the
Company purchased two additional Cap Agreements, with an aggregate notional
amount of $100.0 million, at an aggregate cost of $961,000. These Cap Agreements
will become active on July 15, 2005 and run through January 1, 2007, with strike
rates of 3.75% and 4.00%, respectively, based on 30-day LIBOR.
Each of the multi-family apartment properties in which the Company holds a
direct or indirect ownership interest is financed with a long-term fixed-rate
mortgage loan. The borrowers on these mortgage loans are separate corporations,
limited partnerships or limited liability companies. Each of these mortgage
loans is made to the applicable ownership entity on a nonrecourse basis (subject
to customary non-recourse exceptions), which means generally that the lender's
final source of repayment in the event of a default is the foreclosure of the
underlying property securing the mortgage loan. At December 31, 2003, the
aggregate mortgage indebtedness secured by the three multi-family apartment
properties in which the Company owns an interest was $22.9 million.
RISK FACTORS
The results of the Company's operations are affected by various factors,
many of which are beyond the control of the Company, and primarily depend on,
among other things, the level of its net interest income, the market value of
its assets and the supply of and demand for such assets. The Company's net
interest income, which reflects the amortization of purchase premiums, varies
primarily as a result of changes in interest rates, borrowing costs and
prepayment speeds, the behavior of which involves various risks and
uncertainties. Prepayment speeds, as reflected by the constant prepayment rate
("CPR"), are significantly affected by market interest rates, which vary
according to the asset, conditions in financial markets, competition and other
factors, none of which can be predicted with any certainty. In addition,
borrowing costs are further affected by the overall creditworthiness of the
Company. The operating results of the Company depend, in large part, upon its
ability to effectively manage its interest rate and prepayment risks while
continuing to maintain its status as a REIT. The Company also faces risks
inherent in its other assets, comprised of interests in multi-family apartment
properties and hedging instruments. Although these assets represent a relatively
small portion of the Company's total assets, less than 1.0% of the Company's
total assets at December 31, 2003, these investments/instruments have the
potential of causing a material impact on the Company's operating performance in
future periods.
The Company continues to explore new business strategies, including the
expansion of the third-party sub-advisory services that it began to provide
during the fourth quarter of 2003, alternative investments and other strategic
initiatives to compliment the Company's primary business strategy of investing,
on a leveraged basis, in high quality ARM-MBS. No assurance can be provided that
any such strategic initiatives will or will not be implemented or expanded in
the future and whether or not such strategies, if undertaken, will favorably
impact the Company.
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Interest Rate Changes
While the Company believes that no strategy would completely insulate the
Company from the risk related to interest rate changes and related prepayments
on investments, the Company undertakes certain strategies aimed at mitigating
the potential negative effects of interest rate changes. In order to limit
interest rate risk on its assets, the Company invests in ARM-MBS, which are
primarily comprised of hybrid MBS that have fixed interest rates for a specified
period and, thereafter, generally reset annually. At December 31, 2003, 91.7% of
the Company's MBS had interest rates scheduled to contractually reprice within
three years or less. Contractual repricing does not consider the impact of
prepayments.
The Company finances the acquisition of MBS through borrowings under
repurchase agreements, which subjects the Company to interest rate risk in
relationship to the corresponding assets. The cost of the Company's borrowings
under its repurchase agreements is based on prevailing market interest rates.
The term of the Company's repurchase agreements typically range from one to 36
months at inception of the loan. The Company's policy is to maintain an
asset/borrowings repricing gap (i.e., the weighted average time period for
ARM-MBS to reprice less the weighted average time period for liabilities to
reprice) of less than 18 months, assuming a 15% CPR. At December 31, 2003,
assuming a 15% CPR, the Company's repricing gap was 11 months, reflecting a
weighted average term to repricing for the ARM-MBS portfolio of 18 months and a
weighted average term to repricing for the Company's repurchase agreements of 7
months. In order to mitigate interest rate risk resulting from the repricing
gap, the Company hedges against increases in interest rates on its anticipated
LIBOR-based repurchase agreements using Cap Agreements.
The market determines the interest rates that the Company pays on its
borrowings (i.e., its repurchase agreements) to finance its MBS assets. The
Company has control over the cost of borrowings only to the extent of its credit
standing and competitive bargaining ability. However, the level of increase in
interest rates on the Company's interest-earning assets is limited. At December
31, 2003, ARM-MBS comprised 95.6% of the Company's total assets and 99.8% of
total MBS. The amount by which the interest rates on ARM-MBS can adjust is
limited by the interim and lifetime caps on the underlying ARMs. Generally,
interest rates on ARMs can adjust by a maximum of 100 to 200 basis points per
annum (i.e., an interim cap) and 500 to 600 basis points from the initial
interest rate over the term of the ARMs (i.e., a lifetime cap). Lifetime and
interim interest rate caps on the ARMs underlying the Company's ARM-MBS could
limit the change in the coupon (i.e., the stated interest rated) on such
ARM-MBS. Of the Company's $4.366 billion of ARM-MBS at December 31, 2003: 13.7%
had a 1% interim cap; 74.2% had a 2% interim cap; and 12.1% had no interim cap
restrictions.
The cost of the Company's borrowings is generally LIBOR-based, while
interest rates on ARM-MBS are based on an index rate, such as the one-year CMT
rate, LIBOR or COFI. Therefore, any increase in LIBOR relative to the one-year
CMT rates or COFI will generally result in an increase in the Company's
borrowing cost that is not matched by a corresponding increase in the interest
earnings on its ARM-MBS portfolio. At December 31, 2003, the one-year LIBOR was
1.46% and the one-year CMT was 1.26%. At December 31, 2003, the Company had
61.6% of its ARM-MBS portfolio repricing from the one-year CMT index, 34.2%
repricing from the one-year LIBOR index, 3.3% repricing from COFI and 0.9%
repricing from the 12 month CMT moving average.
In order to mitigate its interest rate risks, the Company intends to
continue to keep a substantial majority of its assets invested in ARM-MBS,
rather than fixed-rate securities. These assets allow the Company's interest
income to generally move, although at a lag, with changes in corresponding
interest rates. However, given the lag in interest rate resets together with the
interim and lifetime caps on interest rate adjustments on the Company's ARM-MBS
portfolio, relative to changes in the interest rates it pays on its liabilities,
the Company's net interest income could be negatively affected over the short
term in a rising interest rate environment. The ability of ARM-MBS to reset
based on changes in interest rates helps to mitigate interest rate risk more
effectively over a longer time period than over the short term; however,
interest rate risk is not eliminated under either scenario. The general trend of
declining interest rates experienced during 2003 significantly reduced the
Company's average cost of borrowings, to 1.59% for 2003 as compared to 2.32% for
2002, which benefited the Company. However, as interest rates declined, the
prepayment speeds on the Company's MBS portfolio increased, causing an increase
in principal prepayments and corresponding acceleration of amortization of
purchase premiums on the Company's ARM-MBS portfolio. Consequently, the
increased amortization of purchase premiums decrease the yield on the portfolio.
In addition, interest rates on ARM-MBS scheduled to reset declined and principal
repayments were reinvested at the lower prevailing market rates. For 2003, the
weighted average coupon (i.e., the weighted average stated rate) on the
Company's MBS portfolio was 4.59%, while the net yield on the MBS portfolio was
3.10%. The differential between the coupon and net yield on the Company's MBS
portfolio reflects the cost of premium amortization, the
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cost of delay and the difference between the coupon and gross yield. The
Company's cost of delay reflects the cost associated with the delay in receiving
the cash for principal repayments, during which time such receivable is
non-interest bearing. The gross yield reflects the coupon interest income
divided by the amortized cost, which includes purchase premiums, of the MBS, and
thus is lower than the coupon.
In accordance with its investment guidelines, the Company may enter into
Cap Agreements to hedge against anticipated future increases in interest rates
on its repurchase agreements. The Company's current policy is to enter into Cap
Agreements only with financial institutions which have a long-term debt rating
of "A" or better by one of the Rating Agencies, thereby securing, to the
greatest extent possible, receipt of payments under the Cap Agreements. In the
unlikely event that a counterparty is unable to make required payments pursuant
to a Cap Agreement, the Company's loss would be limited to any remaining
unamortized premium paid for the specific Cap Agreement. The Company monitors
the ratings of all of its counterparties no less than quarterly; however, no
assurance can be given that the Company can eliminate risks related to doing
business with third-party entities. At December 31, 2003, of the Company's 11
Cap Agreements with an aggregate notional amount of $310.0 million, the Company
had (i) nine Cap Agreements, with a total notional amount of $250.0 million,
that were active with strike rates ranging from 4.25% to 5.75% and (ii) two Cap
Agreements, with an aggregate notional amount of $60.0 million and strike rates
of 3.0% and 3.5%, which will become active during the second quarter of 2004.
The Company's active Cap Agreements did not result in the Company receiving any
payments during 2003 or 2002. Cap Agreements are extremely sensitive to changes
in interest rates as reflected in the volatility of their market values;
however, the Company's maximum loss or cost exposure is limited to the premium
paid to purchase the Cap Agreements. Because the Company utilizes Cap Agreements
solely to mitigate interest rate risk, in the form of a liability hedge, changes
in their market value is reflected in other comprehensive income and the premium
paid to enter into the Cap Agreements is amortized over the active period of the
instrument, provided that the hedge remains effective. At December 31, 2003, the
Company had unrealized losses of $3.3 million on its Cap Agreements.
As a part of its hedging strategy, the Company may engage in limited
amounts of the buying and/or selling of mortgage derivative securities or other
derivative products, including interest rate swap agreements, financial futures
contracts and options. Although the Company has not historically used such
instruments, it is not precluded by its operating policies from doing so. In the
future, the Company may use such instruments as hedges against interest rate
risk. The Company does not anticipate entering into derivatives for speculative
or trading purposes. It should be noted that the Company has not identified any
cost beneficial hedging strategy to completely insulate the Company against
interest rate risks. In addition, there can be no assurance that any such
hedging activities will have the desired impact on the Company's results of
operations or financial condition. Hedging typically involves transaction costs,
which increase dramatically as the length of period covered by the hedge is
extended and during periods of volatile interest rates. Such hedging costs may
cause the Company to conclude that a particular hedging transaction is not cost
beneficial, thereby affecting the Company's ability to mitigate interest rate
risk. At December 31, 2003, the Company's only hedge instruments were comprised
of the Cap Agreements previously discussed.
Increases in interest rates may cause the Company's financing costs to
increase faster than interest rates increase on its ARM-MBS. As a result, the
Company's net interest spread and net interest margin could decline during such
periods, the severity of which would depend on the Company's asset/liability
structure at the time as well as the magnitude and duration of the interest rate
increase. In the event of a sudden and sustained increase in interest rates, the
net interest income could become negative. Accordingly, in such a period, the
Company could incur a net loss from operations. In addition, such an interest
rate environment would likely result in a decrease in the market value of the
Company's ARM-MBS, such that additional collateral could be required (i.e.,
margin calls) to secure the borrowings under the Company's repurchase
agreements. If such margin calls were not met, the lender could liquidate the
securities collateralizing the Company's repurchase agreements with such lender,
resulting in a loss to the Company. The Company could also react to such a
scenario by reducing borrowings and assets, by selling assets or not replacing
securities as they amortize and/or prepay, thereby "shrinking the balance
sheet." Such an action would likely reduce interest income, interest expense and
net income, the extent of which would be dependent on the level of reduction in
assets and liabilities as well as the sale price of the assets sold. Further,
such a decrease in the Company's net interest income could negatively impact
cash available for distributions, which in turn could reduce the market price of
the Common Stock.
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Prepayment of ARMs
In general, the ARMs securing the MBS in the Company's portfolio may be
prepaid at any time without penalty. Prepayments on the Company's MBS result
when a homeowner/mortgagee sells the mortgaged property or decides to either
satisfy (i.e., payoff the mortgage) or refinance their existing mortgage loan.
In addition, because the Company's MBS are primarily Agency MBS, defaults and
foreclosures on the Company's MBS typically have the same effect as prepayments.
Prepayments usually can be expected to increase when mortgage interest rates
decrease significantly, as has generally been the case from 2001 through 2003,
and decrease when mortgage interest rates increase, although such effects are
not entirely predictable. Prepayment experience also may be affected by the
conditions in the housing and financial markets, general economic conditions and
the relative interest rates on fixed-rate and adjustable rate mortgage loans.
During 2003, prepayments increased, particularly during the third quarter. For
2003, the monthly CPR, which is a measure of prepayment speeds, ranged from a
high of 45% in September and declined to a low of 27% in December; during 2002,
the CPR ranged from a low of 23% to a high of 38%.
Prepayments are the primary feature of MBS that distinguishes them from
other types of bonds. While a certain percentage of the pool of mortgage loans
underlying MBS are expected to prepay during a given period of time, the
prepayment rate can, and often does, vary significantly from the anticipated
rate of prepayment. Prepayments generally have a negative impact on the
Company's financial results, the effects of which depends on, among other
things, the amount of unamortized premium on the MBS, the reinvestment lag and
the reinvestment opportunities.
The Company limits its exposure to the impact of accelerated premium
amortization caused by prepayments, by limiting the premium paid on its MBS
portfolio. MBS can trade at significantly different prices depending on, among
other things, seasoning (i.e., age of the security) and the interest rate.
According to the Company's operating policy, the average purchase price of the
MBS portfolio must be less than 103.5% of the MBS par value. The Company's net
premium as a percentage of current par value of the total MBS portfolio was
2.24% and 2.26% at December 31, 2003 and 2002, respectively. In addition, the
Company maintains a diversified MBS portfolio with a variety of prepayment
characteristics and may reduce leverage in less advantageous market
environments. While these strategies may not maximize earnings potential in the
short term, the Company's objective is aimed at obtaining more predictable
earnings over time, with less potential risk to capital.
Use of Leverage
The Company's financing strategy is designed to increase the size of its
MBS portfolio by borrowing against a substantial portion of the market value of
its MBS. If interest income on the MBS purchased with borrowed funds fails to
cover the cost of the borrowings, the Company will experience net interest
losses and may experience net losses from operations. Such losses could be
significant as a result of the Company's leveraged structure.
The ability of the Company to achieve its investment objectives depends on
its ability to borrow money in sufficient amounts and on favorable terms.
Currently, the Company's direct borrowings are comprised of collateralized loans
in the form of repurchase agreements. The ability of the Company to enter into
repurchase agreements in the future will depend on the market value of the MBS
pledged to secure the specific borrowings, the availability of financing and
other conditions existing in the lending market at that time. The cost of
borrowings under repurchase agreements generally corresponds to LIBOR plus or
minus a margin, although such agreements may not expressly incorporate a LIBOR
index. Future increases in haircuts (i.e., the amount by which the collateral
value contractually exceeds the repurchase agreement loan amount), decreases in
the market value of the Company's MBS, increases in interest rate volatility,
and changes in the availability of financing in the market, could cause the
Company to be unable to achieve the degree of leverage it believes to be
optimal. As a result, the Company may be less profitable than it would be
otherwise.
In the future, the Company may also use other sources of funding, in
addition to repurchase agreements to finance its MBS portfolio, including, but
not limited to, other types of collateralized borrowings, loan agreements, lines
of credit, commercial paper or the issuance of debt securities.
Decline in Market Value of MBS
The value of interest-bearing obligations, such as mortgages and MBS,
typically move inversely with interest rates. Accordingly, in a rising interest
rate environment, the value of such instruments may decline. Because the
interest earned on ARM-MBS may increase as interest rates increase subject to a
delay until each such security's next reset date, the values of these assets are
generally less sensitive to changes in interest rates than are fixed-rate
instruments. Therefore, in order to mitigate this risk, the Company intends to
maintain a substantial majority of its
6
portfolio in ARM-MBS. At December 31, 2003, ARM-MBS constituted 95.6% of the
Company's total assets and 99.8% of total MBS.
A decline in the market value of the Company's MBS may limit the Company's
ability to borrow or result in lenders initiating margin calls, which require a
pledge of additional collateral or cash to re-establish the required ratio of
borrowing to collateral value. The Company could be required to sell some of its
MBS under adverse market conditions in order to maintain liquidity. If such
sales were to be made at prices lower than the amortized cost (i.e., the
carrying value) of the securities, the Company would incur losses. A default by
the Company under its collateralized borrowings could also result in a
liquidation of the collateral and a resulting loss of the difference between the
value of the collateral and the amount borrowed.
Credit Risks Associated with Investments
The holder of a mortgage or MBS assumes a risk that the borrowers may
default on their obligations to make full and timely payments of principal and
interest. The Company significantly mitigates this credit risk by requiring that
at least 50% of its investment portfolio consist of ARM-MBS that are either (i)
Agency MBS or (ii) rated in one of the two highest rating categories by one of
the Rating Agencies. Under the Company's current policies, the remainder of the
Company's assets may consist of investments in: (i) multi-family apartment
properties; (ii) limited partnerships, real estate investment trusts or
preferred stock of a real estate related corporations; or (iii) other
fixed-income instruments. At December 31, 2003, 96.2% of the Company's assets
consisted of Agency MBS and "AAA" rated MBS and MBS-related receivables, and
3.1% was cash and cash equivalents; combined, these assets comprised 99.3% of
the Company's total assets.
CERTAIN FEDERAL INCOME TAX CONSIDERATIONS
The following is a description of certain U.S. federal income tax
consequences relating to the Company's taxation as a REIT.
The information in this section is based on the Internal Revenue Code of
1986, as amended (the "Code"), current, temporary and proposed regulations
promulgated under the Code, the legislative history of the Code, current
administrative interpretations and practices of the Internal Revenue Service
(the "IRS") and court decisions, all as of the date hereof. The administrative
interpretations and practices of the IRS upon which this summary is based
include its practices and policies as expressed in private letter rulings which
are not binding on the IRS, except with respect to the taxpayers who requested
and received such rulings. In each case, these sources are relied upon as of the
date hereof. No assurance can be given that future legislation, regulations,
administrative interpretations and practices and court decisions will not
significantly change current law, or adversely affect certain existing
interpretations of existing law, on which the information in this section is
based. Even if there is no change in applicable law, no assurance can be
provided that the statements made in the following discussion will not be
challenged by the IRS or will be sustained by a court if so challenged.
General
The Company elected to be taxed as a REIT under Sections 856 through 860 of
the Code, commencing with its taxable year ended December 31, 1998. The Company
believes that it was organized and has operated in a manner so as to qualify as
a REIT under the Code and intends to continue to be organized and operate in
such a manner. No assurance, however, can be given that the Company in fact has
qualified or will remain qualified as a REIT.
The sections of the Code that relate to the qualification and taxation of
REITs are highly technical and complex. The following describes the material
aspects of the sections of the Code that govern the federal income tax treatment
of a REIT. This summary is qualified in its entirety by the applicable Code
provisions, rules and regulations promulgated under the Code, and administrative
and judicial interpretations of the Code.
Qualification and taxation as a REIT depend upon the Company's ability to
meet on a continuing basis, through actual annual operating results, the various
requirements under the Code and, as described in this Form 10-K, with regard to,
among other things, the Company's (i) source of gross income, (ii) composition
of assets, (iii) distribution levels and (iv) diversity of stock ownership.
While the Company intends to operate so that it qualifies as a REIT, given the
highly complex nature of the rules governing REITs, the ongoing importance of
factual determinations and the possibility of future changes in the Company's
circumstances or in the law, no assurance can be given that the Company so
qualifies or will continue to so qualify.
7
Provided it qualifies for taxation as a REIT, the Company generally will
not be subject to federal corporate income tax on its net income that is
currently distributed to its stockholders. This treatment substantially
eliminates the "double taxation" that generally results from an investment in a
corporation. Double taxation means taxation once at the corporate level when
income is earned and once again at the stockholder level when such income is
distributed. The Jobs and Growth Tax Reconciliation Act of 2003 (the "2003 Act")
was recently enacted by Congress and signed by President Bush. Among other
provisions, the 2003 Act generally lowers the rate at which stockholders who are
individual U.S. stockholders are taxed on corporate dividends to a maximum of
15% (the same as long-term capital gains) for the 2003 through 2008 tax years,
thereby substantially reducing, though not completely eliminating, the double
taxation that has historically applied to corporate dividends. With limited
exceptions, however, dividends received from the Company or other entities that
are taxed as REITs will continue to be taxed at rates applicable to ordinary
income, which pursuant to the 2003 Act, will be as high as 35% through 2010.
Even if it qualifies as a REIT, the Company will nonetheless be subject to
federal taxation in the following circumstances:
o The Company will be required to pay tax at regular corporate
rates on any undistributed REIT taxable income, including
undistributed net capital gains;
o The Company may be subject to the "alternative minimum tax" on
items of tax preference, if any;
o If the Company has (i) net income from the sale or other
disposition of "foreclosure property" which is held primarily for
sale to customers in the ordinary course of business or (ii)
other nonqualifying income from foreclosure property, the Company
will be required to pay tax at the highest corporate rate on this
income. In general, foreclosure property is property acquired
through foreclosure after a default on a loan secured by the
property or on a lease of the property;
o The Company will be required to pay a 100% tax on any net income
from prohibited transactions. In general, prohibited transactions
are sales or other taxable dispositions of assets, other than
foreclosure property, held for sale to customers in the ordinary
course of business;
o If the Company fails to satisfy the 75% or 95% gross income
tests, as described below, but has, nevertheless, maintained its
qualification as a REIT, the Company will be subject to a tax
equal to the gross income attributable to the greater of either
(i) the amount by which 75% of the Company's gross income exceeds
the amount qualifying under the 75% test for the taxable year or
(ii) the amount by which 90% of the Company's gross income
exceeds the amount of its income qualifying under the 95% test
for the taxable year multiplied, in either case, by a fraction
intended to reflect the Company's profitability;
o The Company will be required to pay a 4% excise tax on the amount
by which its annual distributions to stockholders is less than
the sum of (i) 85% of the Company's ordinary income for the year,
(ii) 95% of the Company's REIT capital gain net income for the
year and (iii) any undistributed taxable income from prior
periods;
o If the Company acquires an asset from a C corporation (i.e.,
generally a corporation subject to full corporate level tax) in a
transaction in which the basis of the asset in its hands is
determined by reference to the basis of the asset in the hands of
the C corporation, and the Company subsequently sells or
otherwise disposes of the asset within the ten-year period
beginning on the date on which the Company acquired the asset,
then the Company would be required to pay tax at the highest
regular corporate tax rate on this gain to the extent of the
excess of (a) the fair market value of the asset over (b) the
Company's adjusted tax basis in the asset, in each case,
determined as of the date on which the Company acquired the
asset. The results described in this paragraph assume that the C
corporation will not elect in lieu of this treatment to be
subject to an immediate tax when the asset is acquired;
o The Company will generally be subject to tax on the portion of
any "excess inclusion income" derived from an investment in
residual interests in real estate mortgage investment conduits
(or "REMICs") to the extent the Company's stock is held by
specified tax exempt organizations not subject to tax on
unrelated business taxable income; and
8
o The Company will be subject to a 100% tax on any "redetermined
rents," "redetermined deductions" or "excess interest." In
general, redetermined rents are rents from real property that are
overstated as a result of services furnished by a "taxable REIT
subsidiary" of the Company to any of its tenants. See "Taxable
REIT Subsidiaries" below. Redetermined deductions and excess
interest represent amounts that are deducted by a taxable REIT
subsidiary of the Company for amounts paid to the Company that
are in excess of the amounts that would have been deducted based
on arm's length negotiations.
Requirements for Qualification as a REIT
General. The Code defines a REIT as a corporation, trust or association:
(1) that is managed by one or more trustees or directors;
(2) that issues transferable shares or transferable certificates to
its owners;
(3) that would be taxable as a regular corporation, but for its
election to be taxed as a REIT;
(4) that is not a financial institution or an insurance company under
the Code;
(5) that is owned by 100 or more persons;
(6) that has not more than 50% in value of its outstanding stock
owned, actually or constructively, by five or fewer individuals
(as defined in the Code to include certain entities) during the
last half of each year (the "5/50 Rule"); and
(7) that meets other tests, described below, regarding the nature of
its income and assets, and the amount of its distributions.
The Code provides that conditions (1) through (4), inclusive, must be met
during the entire year and that condition (5) must be met during at least 335
days of a taxable year of twelve months or during a proportionate part of a
shorter taxable year. Conditions (5) and (6) do not apply to the first taxable
year for which an election is made to be taxed as a REIT.
The Company's amended and restated articles of incorporation provide for
restrictions regarding ownership and transfer of the Company's stock. These
restrictions are intended to assist the Company in satisfying the share
ownership requirements described in conditions (5) and (6) above. These
restrictions, however, may not ensure that the Company will, in all cases, be
able to satisfy the share ownership requirements described in conditions (5) and
(6) above. If the Company fails to satisfy these share ownership requirements,
the Company's status as a REIT may terminate. If, however, the Company complied
with the rules contained in applicable regulations that require a REIT to
determine the actual ownership of its shares and the Company does not know, or
would not have known through the exercise of reasonable diligence, that it
failed to meet the requirement described in condition (6) above, the Company
would not be disqualified as a REIT.
In addition, a corporation may not qualify as a REIT unless its taxable
year is the calendar year. The Company has a calendar taxable year.
Ownership of a Partnership Interest. The Treasury regulations provide that
if the Company is a partner in a partnership, the Company will be deemed to own
its proportionate share of the assets of the partnership and to be entitled to
its proportionate share of the gross income of the partnership. The character of
the assets and gross income of the partnership generally retains the same
character in the Company's hands for purposes of satisfying the gross income and
asset tests described below.
Qualified REIT Subsidiaries. A "qualified REIT subsidiary" is a
corporation, all of the stock of which is owned by a REIT. Under the Code, a
qualified REIT subsidiary is not treated as a separate corporation from the
REIT. Rather, all of the assets, liabilities and items of income, deduction and
credit of the qualified REIT subsidiary are treated as the assets, liabilities
and items of income, deduction and credit of the REIT for purposes of the REIT
income and asset tests described below.
Taxable REIT Subsidiaries. A "taxable REIT subsidiary" is a corporation
which, together with a REIT, which owns an interest in such corporation, makes
an election to be treated as a taxable REIT subsidiary. A taxable REIT
subsidiary may earn income that would be nonqualifying income if earned directly
by a REIT and is generally subject to full corporate level tax. A REIT may own
up to 100% of the stock of a taxable REIT subsidiary.
9
Certain restrictions imposed on taxable REIT subsidiaries are intended to
ensure that such entities will be subject to appropriate levels of federal
income taxation. First, a taxable REIT subsidiary may not deduct interest
payments made in any year to an affiliated REIT to the extent that such payments
exceed, generally, 50% of the taxable REIT subsidiary's adjusted taxable income
for that year (although the taxable REIT subsidiary may carry forward to, and
deduct in, a succeeding year the disallowed interest amount if the 50% test is
satisfied in that year). In addition, if a taxable REIT subsidiary pays
interest, rent or another amount to a REIT that exceeds the amount that would be
paid to an unrelated party in an arm's length transaction, the REIT generally
will be subject to an excise tax equal to 100% of such excess. The Company,
together with Retirement Centers Corporation ("RCC"), had made a taxable REIT
subsidiary election with respect to its ownership interest in RCC, which
election was effective, for federal income tax purposes, as of March 30, 2002.
During the time RCC was a taxable REIT subsidiary, the Company and RCC engaged
in certain transactions pursuant to which RCC made interest and other payments
to the Company. The Company believes that such transactions were entered into at
arm's length. However, no assurance can be given that any such payments would
not result in the limitation on interest deductions or 100% excise tax
provisions being applicable to the Company and RCC. The Company, together with
RCC, revoked RCC's election to be a taxable REIT subsidiary in January 2003. As
a result, effective January 2003, RCC became a qualified REIT subsidiary.
Income Tests. The Company must meet two annual gross income requirements to
qualify as a REIT. First, each year the Company must derive, directly or
indirectly, at least 75% of its gross income, excluding gross income from
prohibited transactions, from investments relating to real property or mortgages
on real property, including "rents from real property" and mortgage interest, or
from specified temporary investments. Second, each year the Company must derive
at least 95% of its gross income, excluding gross income from prohibited
transactions, from investments meeting the 75% test described above, or from
dividends, interest and gain from the sale or disposition of stock or
securities. For these purposes, the term "interest" generally does not include
any interest of which the amount received depends on the income or profits of
any person. An amount will generally not be excluded from the term "interest,"
however, if such amount is based on a fixed percentage of gross receipts or
sales.
Any amount includable in the Company's gross income with respect to a
regular or residual interest in a REMIC is generally treated as interest on an
obligation secured by a mortgage on real property for purposes of the 75% gross
income test. If, however, less than 95% of the assets of a REMIC consist of real
estate assets, the Company will be treated as receiving directly its
proportionate share of the income of the REMIC, which would generally include
non-qualifying income for purposes of the 75% gross income test. In addition, if
the Company receives interest income with respect to a mortgage loan that is
secured by both real property and other property and the principal amount of the
loan exceeds the fair market value of the real property on the date the mortgage
loan was made by the Company, interest income on the loan will be apportioned
between the real property and the other property, which apportionment would
cause the Company to recognize income that is not qualifying income for purposes
of the 75% gross income test.
To the extent interest on a loan is based on the cash proceeds from the
sale or value of property, such income would be treated as gain from the sale of
the secured property, which generally should qualify for purposes of the 75% and
95% gross income tests.
The Company inevitably may have some gross income from various sources that
fails to constitute qualifying income for purposes of one or both of the gross
income tests, such as qualified hedging income which would constitute qualifying
income for purposes of the 95% gross income test, but not the 75% gross income
test. However, the Company intends to maintain its status as a REIT by carefully
monitoring any such potential nonqualifying income.
10
If the Company fails to satisfy one or both of the 75% or 95% gross income
tests for any year, the Company may still qualify as a REIT if it is entitled to
relief under the Code. Generally, the Company may be entitled to relief if:
o the failure to meet the gross income tests was due to reasonable
cause and not due to willful neglect;
o a schedule of the sources of the Company's income is attached to
its federal income tax return; and
o any incorrect information on the schedule was not due to fraud
with the intent to evade tax.
It is not possible to state whether in all circumstances the Company would
be entitled to rely on these relief provisions. If these relief provisions do
not apply to a particular set of circumstances, the Company would fail to
qualify as a REIT. As discussed above in "General," even if these relief
provisions apply and the Company retains its status as a REIT, a tax would be
imposed with respect to the Company's income that does not meet the gross income
tests. The Company may not always be able to maintain compliance with the gross
income tests for REIT qualification despite periodically monitoring the
Company's income.
Asset Tests. At the close of each quarter of each calendar year, the
Company also must satisfy four tests relating to the nature and diversification
of its assets. First, at least 75% of the value of the Company's total assets
must be real estate assets, cash, cash items and government securities. For
purposes of this test, real estate assets include real estate mortgages, real
property, interests in other REITs and stock or debt instruments held for one
year or less that are purchased with the proceeds of a stock offering or a
long-term public debt offering. Second, not more than 25% of the Company's total
assets may be represented by securities, other than those securities includable
in the 75% asset class. Third, not more than 20% of the value of the Company's
total assets may be represented by securities in one or more taxable REIT
subsidiaries. Fourth, of the investments included in the 25% asset class except
for investments in REITs, qualified REIT subsidiaries and taxable REIT
subsidiaries, the value of any one issuer's securities that the Company holds
may not exceed 5% of the value of the Company's total assets, and the Company
may not own more than 10% of the total vote or value of the outstanding
securities of any one issuer (except in the case of the 10% value test, certain
"straight debt" securities).
The Company currently owns 100% of RCC. RCC elected to be taxed as a REIT
for its taxable year ended December 31, 2001 and jointly elected, together with
the Company, to be treated as a taxable REIT subsidiary effective as of March
30, 2002. In January 2003, the Company, together with RCC, revoked RCC's
election to be treated as a taxable REIT subsidiary. As a result, effective
January 2003, RCC became a qualified REIT subsidiary. The Company believes that
RCC met all of the requirements for taxation as a REIT with respect to its
taxable year ended December 31, 2001 and as a taxable REIT subsidiary commencing
as of March 30, 2002 through January 2003; however, the sections of the Code
that relate to qualification as a REIT are highly technical and complex and
there are certain requirements that must be met in order for RCC to have
qualified as a taxable REIT subsidiary effective March 30, 2002. Since RCC has
been subject to taxation as a REIT or a taxable REIT subsidiary, as the case may
be, at the close of each quarter of the Company's taxable years beginning with
the taxable year ended December 31, 2001, the Company believes that its
ownership interest in RCC has not caused the Company to fail to satisfy the 10%
value test. In addition, the Company believes that it has, at all times prior to
October 1, 2002, owned less than 10% of the voting securities of RCC. No
assurance, however, can be given that RCC in fact qualified as a REIT for its
taxable year ended December 31, 2001 or as a taxable REIT subsidiary as of March
30, 2002, that the nonvoting preferred stock of RCC owned by the Company would
not be deemed to be "voting stock" for purposes of the asset tests or, as a
result of any of the foregoing, that the Company has qualified or will continue
to qualify as a REIT.
Any regular or residual interests the Company holds in a REMIC are
generally treated as a real estate asset for purposes of the asset tests
described above. If, however, less than 95% of the assets of a REMIC consist of
real estate assets, the Company will be treated as holding its proportionate
share of the assets of the REMIC which generally would include assets not
qualifying as real estate assets.
After meeting the asset tests at the close of any quarter, the Company will
not lose its status as a REIT if it fails to satisfy the asset tests at the end
of a later quarter solely by reason of changes in asset values. In addition, if
the Company fails to satisfy the asset tests because it acquires assets during a
quarter, the Company can cure this failure by disposing of sufficient
nonqualifying assets within 30 days after the close of that quarter.
11
Although the Company plans to take steps to ensure that it satisfies the
various asset tests for any quarter for which testing is to occur, there can be
no assurance that such steps will always be successful. If the Company fails to
timely cure any noncompliance with these asset tests, it would fail to qualify
as a REIT.
Foreclosure Property. REITs generally are subject to tax at the maximum
corporate rate on any income from foreclosure property (other than income that
would be qualifying income for purposes of the 75% gross income test), less
deductible expenses directly connected with the production of such income.
"Foreclosure property" is defined as any real property (including interests in
real property) and any personal property incident to such real property:
o that is acquired by a REIT as the result of such REIT having bid
on such property at foreclosure, or having otherwise reduced such
property to ownership or possession by agreement or process of
law, after there was a default (or default was imminent) on a
lease of such property or on an indebtedness owed to the REIT
that such property secured;
o for which the related loan was acquired by the REIT at a time
when default was not imminent or anticipated; and
o for which the REIT makes a proper election to treat such property
as foreclosure property.
The Company intends to make elections when available to treat property as
foreclosure property to the extent necessary or advisable to maintain REIT
qualification.
Property acquired by the Company will not be eligible for the election to
be treated as foreclosure property if the related loan was acquired by it at a
time when default was imminent or anticipated. In addition, income received with
respect to such ineligible property may not be qualifying income for purposes of
the 75% or 95% gross income tests.
Prohibited Transaction Income. Any gain realized by the Company on the sale
of any asset other than foreclosure property, held as inventory or otherwise
held primarily for sale to customers in the ordinary course of business will be
prohibited transaction income and subject to a 100% penalty tax. Prohibited
transaction income may also adversely affect the Company's ability to satisfy
the gross income tests for qualification as a REIT. Whether an asset is held as
inventory or primarily for sale to customers in the ordinary course of a trade
or business depends on all the facts and circumstances surrounding the
particular transaction. While the regulations provide standards which, if met,
would not cause a sale of an asset to result in prohibited transaction income,
the Company may not be able to meet these standards in all circumstances.
Hedging Transactions. The Company may enter into hedging transactions with
respect to one or more of its assets or liabilities. The Company's hedging
transactions could take a variety of forms, including interest rate swaps or cap
agreements, options, futures contracts, forward rate agreements or similar
financial instruments. To the extent that the Company enters into hedging
transactions to reduce its interest rate risk on indebtedness incurred to
acquire or carry real estate assets, any income or gain from the disposition of
hedging transactions should be qualifying income for purposes of the 95% gross
income test, but not the 75% gross income test.
Annual Distribution Requirements. To qualify as a REIT, the Company is
required to distribute dividends, other than capital gain dividends, to its
stockholders in an amount at least equal to the sum of (i) 90% of the Company's
"REIT taxable income" and (ii) 90% of the Company's after-tax net income, if
any, from foreclosure property, minus (iii) the excess of the sum of certain
items of non-cash income over 5% of its "REIT taxable income." In general, "REIT
taxable income" means taxable ordinary income without regard to the dividends
paid deduction.
The Company is generally required to distribute income in the taxable year
in which it is earned, or in the following taxable year if such dividend
distributions are declared during the last three months of the taxable year,
payable to stockholders of record on a specified date during such period and
paid during January of the following year. Such distributions are treated as
paid by the Company and received by its stockholders on December 31 of the year
in which they are declared. In addition, at the Company's election, a
distribution for a taxable year may be declared before the Company timely files
its tax return and is paid on or before the Company's first regular dividend
payment following such declaration, provided such payment is made during the
12-month period following the close of such taxable year. These distributions
are taxable to holders of capital stock in the year in which paid, even though
these distributions related to the Company's prior year for purposes of its 90%
distribution requirement. To
12
the extent that the Company does not distribute all of its net capital gain or
distribute at least 90%, but less than 100% of its "REIT taxable income," the
Company will be subject to tax at regular corporate tax rates.
From time to time, the Company may not have sufficient cash or other liquid
assets to meet the above distribution requirement due to timing differences
between the actual receipt of cash and payment of expenses and the inclusion of
income and deduction of expenses in arriving at its taxable income. If these
timing differences occur, in order to meet the REIT distribution requirements,
the Company may need to arrange for short-term, or possibly long-term,
borrowings, or to pay dividends in the form of taxable stock dividends.
Under certain circumstances, the Company may be able to rectify a failure
to meet a distribution requirement for a year by paying "deficiency dividends"
to its stockholders in a later year, which may be included in its deduction for
dividends paid for the earlier year. Thus, the Company may be able to avoid
being subject to tax on amounts distributed as deficiency dividends. The Company
will be required, however, to pay interest based upon the amount of any
deduction claimed for deficiency dividends. In addition, the Company will be
subject to a 4% excise tax on the excess of the required distribution over the
amounts actually distributed if it should fail to distribute each year at least
the sum of 85% of its ordinary income for the year, 95% of its capital gain net
income for the year and any undistributed taxable income from prior periods.
Recordkeeping Requirements. The Company is required to maintain records and
request on an annual basis information from specified stockholders. These
requirements are designed to assist the Company in determining the actual
ownership of its outstanding stock and maintaining its qualification as a REIT.
Excess Inclusion Income. If the Company is deemed to have issued debt
obligations having two or more maturities, the payments on which correspond to
payments on mortgage loans owned by the Company, such arrangement will be
treated as a "taxable mortgage pool" for federal income tax purposes. If all or
a portion of the Company is considered a taxable mortgage pool, its status as a
REIT generally should not be impaired; however, a portion of its taxable income
may be characterized as "excess inclusion income" and allocated to its
stockholders. Any excess inclusion income:
o could not be offset by unrelated net operating losses of a
stockholder;
o would be subject to tax as "unrelated business taxable income" to
a tax-exempt stockholder;
o would be subject to the application of federal income tax
withholding (without reduction pursuant to any otherwise
applicable income tax treaty) with respect to amounts allocable
to foreign stockholders; and
o would be taxable (at the highest corporate tax rate) to the
Company, rather than its stockholders, to the extent allocable to
the Company's stock held by disqualified organizations
(generally, tax-exempt entities not subject to unrelated business
income tax, including governmental organizations).
Failure to Qualify. If the Company fails to qualify for taxation as a REIT
in any taxable year and the relief provisions of the Code described above do not
apply, the Company will be subject to tax, including any applicable alternative
minimum tax, and possibly increased state and local taxes, on its taxable income
at regular corporate rates. Such taxation would reduce the cash available for
distribution by the Company to its stockholders. Distributions to the Company's
stockholders in any year in which the Company fails to qualify as a REIT will
not be deductible by the Company and the Company will not be required to
distribute any amounts to its stockholders. Additionally, if the Company fails
to qualify as a REIT, distributions to its stockholders will be subject to tax
to the extent of its current and accumulated earnings and profits and, in the
case of stockholders who are individual U.S. stockholders, at preferential rates
pursuant to the 2003 Act and, subject to certain limitations of the Code,
corporate stockholders may be eligible for the dividends received deduction.
Unless entitled to relief under specific statutory provisions, the Company would
also be disqualified from taxation as a REIT for the four taxable years
following the year during which the Company lost its qualification. It is not
possible to state whether in all circumstances the Company would be entitled to
statutory relief.
State, Local and Foreign Taxation
The Company may be required to pay state, local and foreign taxes in
various state, local and foreign jurisdictions, including those in which the
Company transacts business or makes investments, and its stockholders may be
required to pay state, local and foreign taxes in various state, local and
foreign jurisdictions, including those
13
in which they reside. The Company's state, local and foreign tax treatment may
not conform to the federal income tax consequences summarized above.
Possible Legislative or Other Actions Affecting REITs
The rules dealing with federal income taxation are constantly under review
by persons involved in the legislative process and by the IRS and the U.S.
Treasury Department. Changes to the tax law, which may have retroactive
application, could adversely affect the Company and its stockholders. It cannot
be predicted whether, when, in what forms or with what effective dates, the tax
law applicable to the Company or its stockholders will be changed.
COMPETITION
The Company believes that its principal competitors in the business of
acquiring and holding MBS of the types in which it invests are financial
institutions, such as banks, savings and loan institutions, life insurance
companies, institutional investors, including mutual funds and pension funds,
and other mortgage REITs. Such investors may not be subject to similar
regulatory constraints (i.e., REIT tax compliance or maintaining an exemption
under the Investment Company Act of 1940, as amended (the "Investment Company
Act")). In addition, many of the other entities purchasing mortgages and MBS
have greater financial resources and access to capital than the Company. The
existence of these competitive entities, as well as the possibility of
additional entities forming in the future, may increase the competition for the
acquisition of MBS and other REIT qualifying investments that the Company may
invest in, resulting in higher prices and lower yields on such assets.
EMPLOYEES
The Company had 11 full-time employees at December 31, 2003. The Company
believes that its relationship with its employees is very good. None of the
Company's employees are unionized.
AVAILABLE INFORMATION
The Company maintains a website at www.mfa-reit.com. The Company makes
available, free of charge, on its website its annual report on the Form 10-K,
quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to
those reports filed or furnished pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "1934 Act"), as soon as
reasonable practicable after such reports are electronically filed with, or
furnished to, the Securities and Exchange Commission ("SEC"). The Company's
reports filed with, or furnished to, the SEC are also available at the SEC's
website at www.sec.gov.
Item 2. Properties.
Executive Office
The Company has a lease through August 31, 2012 for its corporate
headquarters, located at 350 Park Avenue, New York, New York. The lease provides
for, among other things, annual rent of (i) $338,000 though July 31 2005; (ii)
$348,000 from August 1, 2005 through November 30, 2008 and (iii) $357,000 from
December 1, 2008 through August 31, 2012. The Company believes that the leased
space is adequate to meet the Company's foreseeable operating needs.
Properties Owned Through Subsidiary Corporation
On October 1, 2002, the Company acquired 100% of the voting common stock of
RCC, representing a 5% economic interest, for $260,000. (See Notes 3c and 7 to
the accompanying consolidated financial statements, included under Item 8.) As a
result of the purchase of RCC common shares, the Company indirectly owns a
controlling interest in the properties known as "The Greenhouse" and "Lealand
Place." The Greenhouse is a 127-unit high-rise multi-family apartment building
located at 900 Farnam on the Mall in Omaha, Nebraska. Lealand Place is a
192-unit three and four-story garden-style multi-family apartment complex
located at 2945 Cruse Road, Lawrenceville, Georgia.
14
The Company has a 99% limited partner interest in Owings Chase Limited
Partnership which owns a 202-unit multi-family apartment complex in Charlotte,
North Carolina.
Item 3. Legal Proceedings.
There are no material pending legal proceedings to which the Company is a
party or any of its assets are subject.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 4A. Executive Officers of the Company.
The following table sets forth certain information with respect to each
executive officer of the Company. The Board of Directors appoints or annually
reaffirms the appointment of all of the Company's executive officers.
* At December 31, 2003
Stewart Zimmerman has served as Chief Executive Officer, President and a
Director of the Company since 1997 and was appointed Chairman of the Board in
March 2003. From 1989 through 1997, he initially served as a consultant to The
America First Companies and became Executive Vice President of AFC. During this
time he held a number of positions: President and Chief Operating Officer of
America First REIT, Inc., and President of several AFC mortgage funds, including
America First Participating/Preferred Equity Mortgage Fund, America First PREP
Fund 2, America First PREP Fund II Pension Series Limited Partnership, Capital
Source L.P., Capital Source II L.P.-A, America First Tax Exempt Mortgage Fund
Limited Partnership and America First Tax Exempt Fund 2-Limited Partnership.
From 1986 through 1989, Mr. Zimmerman served as a Managing Director and Director
of Security Pacific Merchant Bank. From 1982 through 1986, Mr. Zimmerman served
as First Vice President of EF Hutton & Company, Inc. From 1980 through 1982, Mr.
Zimmerman was employed by First Pennco Securities and Cralin & Company. From
1977 to 1980, he served as Vice President of Lehman Brothers. Prior to that
time, Mr. Zimmerman was an officer of Bankers Trust Company as well as Vice
President of Zenith Mortgage Company. Mr. Zimmerman holds a Bachelors of Arts
degree from Michigan State University.
William S. Gorin serves as Executive Vice President and Chief Financial
Officer of the Company. He has served as Executive Vice President since 1997 and
was appointed Chief Financial Officer and Treasurer in 2001. From 1998 to 2001,
Mr. Gorin served as Executive Vice President and Secretary of the Company. From
1989 to 1997, Mr. Gorin held various positions with PaineWebber
Incorporated/Kidder, Peabody & Co. Incorporated, New York, New York, serving as
a First Vice President in the Research Department. Prior to that position, Mr.
Gorin was Senior Vice President in the Special Products Group. From 1982 to
1988, Mr. Gorin was employed by Shearson Lehman Hutton, Inc./E.F. Hutton &
Company, Inc., New York, New York, in various positions in corporate finance and
direct investments. Mr. Gorin has a Masters of Business Administration degree
from Stanford University and a Bachelor of Arts degree in Economics from
Brandeis University.
Ronald A. Freydberg serves as Executive Vice President and Chief Portfolio
Manager of the Company, which positions he was appointed to in 2001. From 1998
to 2001, he served as Senior Vice President of the Company. From 1995 to 1997,
Mr. Freydberg served as a Vice President of Pentalpha Capital, in Greenwich,
Connecticut, where he was a fixed-income quantitative analysis and structuring
specialist. From 1988 to 1995, Mr. Freydberg
15
held various positions with J.P. Morgan & Co. in New York, New York. From 1994
to 1995, he was with the Global Markets Group. In that position, he was involved
in all aspects of commercial mortgage-backed securitization and sale of
distressed commercial real estate, including structuring, due diligence and
marketing. From 1985 to 1988, Mr. Freydberg was employed by Citicorp in New
York, New York. Mr. Freydberg holds a Masters of Business Administration degree
in Finance from George Washington University and a Bachelor of Arts degree from
Muhlenberg College.
Teresa D. Covello serves as Senior Vice President, Chief Accounting Officer
and Treasurer, which positions she was appointed to in 2003. From 2001 to 2003,
Ms. Covello served as Senior Vice President and Controller. From 2000 up to
joining the Company in 2001, Ms. Covello was a self-employed financial
consultant, concentrating in investment banking within the financial services
sector. From 1990 to 2000, she held progressive positions, was the Director of
Financial Reporting and served on the Strategic Planning Team for JSB Financial,
Inc., where her key responsibilities included; SEC reporting, implementing
accounting standards, establishing policies and procedures, managing
asset/liability and interest rate risk policy and reporting, and investor and
regulatory communications. Ms. Covello began her career in public accounting in
1987 with KPMG Peat Marwick (predecessor to KPMG LLP), participating in and
supervising financial statement audits, compliance examinations, public debt and
equity offerings. Ms. Covello is a Certified Public Accountant and has a
Bachelor of Science degree in Public Accounting from Hofstra University.
Timothy W. Korth II has served as General Counsel, Senior Vice President -
Business Development and Secretary since July 2003. From 2001 to 2003, Mr. Korth
was a Counsel at the law firm of Clifford Chance US LLP, where he specialized in
corporate and securities transactions involving REITs and other real estate
companies, and, prior to such time, had practiced law with that firm and its
predecessor, Rogers & Wells LLP, since 1992. Mr. Korth is admitted as an
attorney in New York and has a Juris Doctor and a Bachelor of Business
Administration degree in Finance from the University of Notre Dame.
16
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.
Market Information
The Common Stock is listed on the New York Stock Exchange, under the symbol
"MFA." On February 3, 2004, the last sales price for the Common Stock on the New
York Stock Exchange was $10.29 per share. The following table sets forth the
high and low sales prices per share of the Common Stock during the 12 months
ended December 31, 2003 and 2002.
Holders
As of January 22, 2003, the approximate number of record holders of the
Common Stock was 800 and the approximate number of beneficial owners was at
26,200.
Dividends
The Company currently pays cash dividends on a quarterly basis. Total cash
dividends declared by the Company to stockholders during the years ended
December 31, 2003 and 2002 were $61.2 million ($1.09 per share) and $54.8
million ($1.24 per share), respectively. In general, consistent with the
Company's underlying operational strategy, the Company's dividends will for the
most part be characterized as ordinary income to its stockholders for federal
tax purposes. However, a portion of the Company's dividends may be characterized
as capital gains or return of capital. For 2003, a portion of the Company's
dividends were deemed to be capital gains, with the remainder characterized as
ordinary income, to stockholders; for 2002, all of the Company's dividends were
characterized as ordinary income. (For additional dividend information, see Note
11a to the accompanying consolidated financial statements, included under Item
8.)
The Company elected to be treated as a REIT for federal income tax purposes
beginning with its 1998 taxable year and, as such, has distributed and
anticipates distributing annually at least 90% (95% prior to January 1, 2001) of
its taxable income, subject to certain adjustments. Although the Company may
borrow funds to make distributions; cash for such distributions has generally
been and is expected to continue to be largely generated from the Company's
results of operations.
The Company declared and paid the following dividends during the years
ended December 31, 2003 and 2002:
(1) Included a special dividend of $0.02 per share.
(2) Included a special dividend of $0.04 per share.
Note: For tax purposes, a portion of each of the dividends declared on December
17, 2003 and December 19, 2002 were treated as a dividend for stockholders in
the subsequent year.
17
Dividends are declared and paid at the discretion of the Board and depend
on the Company's cash available for distribution, financial condition, ability
to maintain its REIT status, and such other factors that the Board may deem
relevant. The Company has not established a minimum payout level. See Item 7,
Management's Discussion and Analysis of Financial Conditions and Results of
Operations, for information regarding the sources of funds used for dividends
and for a discussion of factors, if any, which may adversely affect the
Company's ability to pay dividends at the same levels in 2004 and thereafter.
Discount Waiver, Direct Stock Purchase and Dividend Reinvestment Plan
The Company's Discount Waiver, Direct Stock Purchase and Dividend
Reinvestment Plan (the "DRSPP") provides existing stockholders and new investors
with a convenient and economical way to purchase shares of Common Stock. Under
the DRSPP, existing stockholders may elect to automatically reinvest all or a
portion of their cash dividends in additional shares of Common Stock and
existing stockholders and new investors may make optional monthly cash purchases
of shares of Common Stock in amounts ranging from $50 (or $1,000 for new
investors) to $10,000 and, with the Company's prior approval, in excess of
$10,000. At the Company's discretion, shares of Common Stock purchased under the
DRSPP may be acquired at discounts of up to 5% from the prevailing market price
at the time of purchase. Mellon Bank, N.A. is the administrator of the DRSPP
(the "Plan Agent"). Stockholders who own Common Stock that is registered in
their own name and want to participate in the DRSPP must deliver a completed
enrollment form to the Plan Agent. Stockholders who own Common Stock that is
registered in a name other than their own (e.g., broker, bank or other nominee)
and want to participate in the DRSPP must either request such nominee holder to
participate on their behalf or request that such nominee holder re-register the
Common Stock in the stockholder's name and deliver a completed enrollment form
to the Plan Agent. Additional information regarding the DRSPP (including a
prospectus) and enrollment forms are available online from the Plan Agent via
Investor ServiceDirect at www.melloninvestor.com or from the Company's website
at www.mfa-reit.com.
Securities Authorized For Issuance Under Equity Compensation Plans
The Company's Second Amended and Restated 1997 Stock Option Plan (the "1997
Plan"), which was approved by the Company's stockholders in 2001, authorizes the
granting of options to purchase an aggregate of up to 1,400,000 shares of Common
Stock. The 1997 Plan authorizes the Compensation Committee of the Board, or the
entire Board if no such committee exists, to grant Incentive Stock Options
("ISOs"), as defined under section 422 of the Code, non-qualified stock options
("NQSOs") and dividend equivalent rights ("DERs") to eligible persons. The
exercise price for any options granted to eligible persons under the 1997 Plan
shall not be less than the fair market value of the Common Stock on the day of
the grant.
The following table provides information at December 31, 2003, concerning
shares of the Common Stock authorized for issuance under the 1997 Plan.
* Excludes securities reflected in number of securities to be issued upon
exercise of outstanding options.
18
Item 6. Selected Financial Data.
Set forth below is selected financial data for the Company and should be
read in conjunction with the accompanying consolidated financial statements and
notes to the consolidated financial statements, included under Item 8.
(1) On October 1, 2002, the Company acquired the voting common shares of
RCC. RCC's results of operations have been consolidated with the Company on a
prospective basis since that time. (See Notes 3c and 7 to the accompanying
consolidated financial statements, included under Item 8.)
(2) Includes incentive fees of $511,000, $519,000 and $433,000 paid to the
Advisor in connection with gains on sales of real estate for the years ended
December 31, 2001, 2000 and 1999, respectively.
(3) Reflects the cost of acquiring the Advisor, of which, $11.3 million was
non-cash. (See Note 3a to the accompanying consolidated financial statements,
included under Item 8.)
19
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
GENERAL
MFA Mortgage Investments, Inc., a self-advised mortgage REIT, is primarily
engaged in the business of investing, on a leveraged basis, in ARM-MBS, which
includes adjustable-rate MBS and hybrid MBS, which have interest rates that are
fixed for a specified period of time and, thereafter, generally reset annually.
The Company's MBS portfolio consists primarily Agency MBS and, to a lesser
extent, high quality ARM-MBS, rated in one of the two highest rating categories
by at least one of the Rating Agencies. The Company's investment policies also
permit the acquisition of multi-family apartment properties, investments in REIT
securities and other securities; however, such investments do not comprise a
significant amount of the Company's investments. The Company's principal
business objective is to generate net income for distribution to its
stockholders, resulting from the spread between the interest and other income it
earns on its investments and the cost of financing such investments.
The Company has elected to be taxed as a REIT for federal income tax
purposes. Pursuant to the current federal tax regulations, one of the
requirements of maintaining its status as a REIT is that the Company must
distribute at least 90% of its annual taxable net income to its stockholders,
subject to certain adjustments.
Since June 2001, the Company has significantly increased its asset base by
investing, on a leveraged basis, additional equity capital raised through public
offerings of Common Stock. As a result, the Company has experienced significant
growth in assets and earnings. The Company's total assets were $4.564 billion at
December 31, 2003, compared to $3.603 billion at December 31, 2002. At December
31, 2003, 99.3% of the Company's assets consisted of Agency MBS and MBS-related
receivables, AAA rated MBS and cash. At December 31, 2003, the Company also had
indirect interests in three multi-family apartment properties, containing a
total of 521 rental units, located in Georgia, North Carolina and Nebraska. The
Company currently holds its investments in these remaining properties for
investment purposes.
The results of the Company's operations are affected by various factors,
many of which are beyond the control of the Company. The results of the
Company's operations primarily depend on, among other things, the level of its
net interest income, the market value of its assets and the supply of and demand
for such assets. The Company's net interest income, which reflects the
amortization of purchase premiums, varies primarily as a result of changes in
interest rates, borrowing costs and prepayment speeds, the behavior of which
involves various risks and uncertainties. Prepayment speeds, as reflected by the
CPR, and interest rates vary according to the type of investment, conditions in
financial markets, competition and other factors, none of which can be predicted
with any certainty. In general, as prepayment speeds on the Company's MBS
portfolio increase, related purchase premium amortization increases, thereby
reducing the net yield on such assets. The CPR on the Company's MBS portfolio
averaged 35.7% and 30.9% for the years ended December 31, 2003 and 2002,
respectively. In addition to these factors, borrowing costs are further affected
by the Company's creditworthiness. Since changes in interest rates may
significantly affect the Company's activities, the operating results of the
Company depend, in large part, upon the ability of the Company to effectively
manage its interest rate and prepayment risks while maintaining its status as a
REIT. The Company also has risks inherent in its other assets, comprised of
interests in multi-family apartment properties and hedging instruments. Although
these assets represent a small portion of the Company's total assets, less than
1.0% of the Company's total assets at December 31, 2003, these assets have the
potential of causing a material impact on the Company's operating performance in
future periods.
The following table presents the components of the net yield earned on the
Company's MBS portfolio for the quarterly periods presented.
20
The following table presents the CPR experienced on the Company's MBS
portfolio, on an annualized basis, for the quarterly periods presented.
Quarter Ended CPR
- --------------------------------- -----------------
December 31, 2003 31.9%
September 30, 2003 41.2
June 30, 2003 37.1
March 31, 2003 32.8
December 31, 2002 36.2
The Company believes that the CPR in future periods will depend, in part,
on changes in and the level of market interest rates across the yield curve,
with higher CPRs expected during periods of declining interest rates and lower
CPRs expected during periods of rising interest rates.
The Company has extended contractual maturities on borrowings, such that,
the Company's weighted average contractual maturity on its repurchase agreements
was 7.8 months at December 31, 2003, compared to 5.8 months at December 31,
2002.
The table below provides quarterly information regarding the Company's
average balances, interest income, interest expense, yield on assets, cost of
funds and net interest income for the quarterly periods presented.
(1) Does not reflect unrealized gains/(losses).
During 2003, the Company earned an insignificant fee related to such
services rendered by MFA Spartan I, LLC and does not expect that income related
to such business will be material to the Company in the foreseeable future. The
Company continues to explore alternative business strategies, alternative
investments and other strategic initiatives to compliment the Company's core
business strategy of investing, on a leveraged basis, in high quality ARM-MBS.
No assurance, however, can be provided that any such strategic initiative will
or will not be implemented in the future.
RESULTS OF OPERATIONS
Year Ended December 31, 2003, Compared to Year Ended December 31, 2002
Net income increased to $57.8 million for 2003, reflecting a decrease in
basic and diluted earnings per share to $1.07, compared to net income of $56.1
million for 2002, or basic and diluted earnings per share of $1.35.
During 2003, the net yield on interest-earning assets decreased to 3.05%
for 2003, from 4.22% for 2002, while the cost of interest-bearing liabilities
decreased to 1.59% for 2003, from 2.32% for 2002. The declining interest rate
environment that has generally prevailed since 2001, while initially beneficial
to the Company, has over time caused compression of the Company's margin and
spread, as discussed below. Management believes that it is unlikely that
interest rates will decline significantly in 2004.
For 2003, the Company's net interest and dividend income decreased by
$737,000 to $63.8 million, from $64.5 million for 2002. This decrease reflects
the compression of the Company's net interest margin (i.e., net interest and
dividend income divided by interest-earning assets), to 1.61% for 2003, from
2.13% for 2002, and spread (i.e., the net yield on interest-earning assets less
the cost of borrowings) to 1.46% for 2003, from 1.90% for 2002. In absolute
dollars, the impact of the decreases in the margin and spread were partially
offset by the growth of the Company's
21
MBS portfolio and corresponding borrowings, reflecting the investment of
additional equity capital raised during 2003 on a leveraged basis. During 2003,
the Company raised $152.1 million from the sale of 16.8 million shares of Common
Stock primarily through public offerings and, to a lesser extent, issued through
the Company's DRSPP.
Total interest and dividend income for 2003 decreased by $7.6 million, or
6.0%, to $120.4 million compared to $128.0 million earned in 2002. For 2003, the
MBS portfolio generated income of $119.6 million, net of purchase premium
amortization, reflecting a decrease of $6.6 million, or 5.2%, from $126.2
million for 2002. This decrease in interest income, which was due to the
decrease in the net yield on the Company's MBS portfolio, was partially offset
by an increase in the average investment in the MBS portfolio (excluding changes
in market values) of $900.2 million, or 30.4%, to $3.864 billion for 2003 from
$2.964 billion for 2002. The net yield on the MBS portfolio declined to 3.09%
for 2003, from 4.25% for 2002. This decrease in the net yield on the MBS
portfolio was primarily comprised of an 85 basis point decrease in the gross
yield to 4.59% for 2003 from 5.44% for 2002, and an additional reduction of 27
basis points in the net yield related to an increase in purchase premium
amortization. The cost of premium amortization was $45.5 million, or 126 basis
points, for 2003, compared to $28.1 million, or 99 basis points for 2002. As a
result of the declining interest rate environment during 2003, the Company
experienced a significant increase in prepayments and related purchase premium
amortization on the MBS portfolio.
During 2003, interest rates reached historic lows and the refinancing index
reached a new historic high. The weighted average CPR on the Company's portfolio
for 2003 was 35.7% compared to 30.1% for 2002. The Company monitors purchase
premiums paid for MBS to mitigate the impact of increases in prepayment
activity, such as those experienced during 2003 and 2002. At December 31, 2003,
the Company had net purchase premiums of $95.9 million, or 2.26% to the current
principal balance, compared to $76.3 million of net purchase premiums, or 2.29%
of principal balance, at December 31, 2002.
Interest income from short-term cash investments (i.e., money market/sweep
accounts) decreased by $180,000, or 19.4%, to $746,000 for 2003 from $926,000 in
2002. This decrease reflects the net impact of the 62 basis point decrease in
the yield from such accounts, reflecting the decline in market interest rates,
to 0.87% for 2003, from 1.49% for 2002, which was partially off-set by an
increase in the average balance such investments. The Company's average cash
investments increased by $23.3 million, or 37.6%, to $85.4 million for 2003
compared to $62.1 million for 2002. In general, as the MBS portfolio has
continued to grow, the Company's average cash investments have increased, as
funds are temporarily held in such accounts until reinvested in MBS or used for
general corporate purposes.
During 2003, the Company did not have any income on corporate debt or
equity securities, as all such investments were sold during 2002. The Company
does not currently expect to invest in such instruments.
The Company's interest expense decreased by $6.9 million, or 10.9%, to
$56.6 million for 2003, compared to $63.5 million for 2002. This decrease
reflects a decline in the Company's interest rate paid on its borrowings, which
was partially offset by the impact of the significant increase in average
borrowings under repurchase agreements. The Company's increase in borrowings
through repurchase agreements primarily reflects the leveraging of $152.1
million of equity capital raised during 2003. The cost of such borrowings
decreased to 1.59% for 2003, from 2.32% for 2002, while the average balance of
repurchase agreements increased to $3.550 billion for 2003, compared to $2.738
billion for 2002. Interest expense includes the amortization of the premium paid
for the Company's active Cap Agreements. All of the Company's Cap Agreements, at
the time of purchase, are designated as hedges against future increases in
interest rates on the Company's borrowings under repurchase agreements. (See
Notes 2k and 8 to the accompanying consolidated financial statements, included
under Item 8.) Amortization of the purchase premium on Cap Agreements is
recognized as interest expense over the active period of such agreements, net of
any payment received pursuant to such agreements. The Company recognized
$432,000 of interest expense related to the amortization of premiums on its
active Cap Agreements for 2003, compared to $3,000 for 2002. The Company did not
receive any payments under the Cap Agreements during either 2003 or 2002, as
LIBOR did not exceed the strike rate stipulated in any of the Company's active
Cap Agreements during such years. At December 31, 2003, the Company had 11 Cap
Agreements with an aggregate notional amount of $310.0 million, of which $250.0
million were active, with a related unamortized premium of $3.6 million. In
January 2004, the Company entered into two additional Cap Agreements with an
aggregate notional amount of $100.0 million. These Cap Agreements, for which the
Company paid premiums totaling $961,000, will be active from July 2005 through
January 2007 with strike rates of 3.75% and 4.00%. The Company expects that it
may enter into additional forward Cap Agreements during 2004.
Other income/(loss) is comprised of revenue from real estate operations,
(loss)/income from equity interests in real estate, net (losses)/gains on the
sale of securities, gains on sale of real estate assets, other than-temporary
22
impairment of securities, and other income. The aggregate change in other
income/(loss) of $6.2 million, to income of $3.7 million for 2003 from a loss of
$2.5 million for 2002, as discussed in further detail below, reflects: (i) a
non-recurring charge of $3.5 million taken in 2002 for other-than-temporary
impairment of securities; (ii) a $1.7 non-recurring gain realized in 2003 from
the sale of real estate and/or related investments; (iii) additional revenue of
$1.9 million recognized from real estate operations due to the consolidation of
RCC; (iv) a $501,000 decline in income recognized from equity interests in real
estate; and (v) a decline of $470,000 for results of securities sales,
reflecting a loss of $265,000 for 2003 compared to a net gain of $80,000 for
2002.
During 2002, the Company incurred a non-recurring loss of $3.5 million for
an other-than-temporary impairment on corporate debt securities. The Company
sold its investments in corporate debt and equity securities during 2002 and
does not expect to purchase such investments in the future.
During 2003, the Company realized net gains of $1.7 million from the sale
of three real estate properties and/or related interests in such properties. At
December 31, 2003, the Company had indirect interests in three rental
properties; two of which are consolidated and one is accounted for under the
equity method. At the present time, the Company expects to hold such properties
and/or related interests for investment purposes, as the purchase of the
underlying properties were made through a tax deferred transaction under Section
1031 of the Code.
Upon acquiring the remaining interest in RCC on October 1, 2002, the
Company changed its accounting for RCC from the equity method, whereby the net
results of RCC's operations were reported as a component of income/(loss) from
equity interests in real estate, to consolidating RCC's results of operations
with those of the Company. The $685,000 of revenue from real estate operations
for 2002 reflects RCC's consolidated revenue for the fourth quarter of 2002,
compared to consolidated revenue of $2.7 million for 2003 in its entirety.
Comparing the Company's net results from real estate operations, which includes
revenue from real estate operations, (loss)/income from equity interest in real
estate, real estate operating expense, and mortgage interest on real estate, the
Company realized a $627,000 loss from its real estate investment operations for
2003, compared to equity income of $276,000 for 2002. The decrease in the
results of real estate operations reflects the combination of the sale of three
properties and/or related interests and a decline in the performance of the
properties during 2003. The Company does not anticipate that the operations of
its real estate investments will have a significant impact on its future results
of operations.
During 2003, the Company realized net losses of $265,000 from the sale of
MBS, comprised of gross gains of $1.3 million and gross losses of $1.6 million.
During 2002, the Company realized a net gain of $205,000 on the sale of
securities, comprised of gross gains of $2.0 million, which included gains of
$1.5 million from the sale of corporate debt and equity securities and $515,000
from sales of MBS, and gross losses of $1.8 million, which included losses of
$1.6 million on the sale of corporate debt securities and $241,000 on the sale
of MBS. The Company sold MBS with carrying values of $389.3 million and $92.8
million during 2003 and 2002, respectively. Although the Company generally
intends to hold its MBS until maturity, all of the Company's MBS are designated
as "available-for-sale." The available-for-sale designation provides the Company
with the flexibility to sell its MBS in order to act on potential future market
opportunities, changes in economic conditions and to meet other general
corporate purposes. The Company does not maintain a trading portfolio, nor does
it intend to engage in trading activity.
During 2003, the Company reported operating and other expense of $9.6
million, which includes $2.9 million of the consolidated expenses of RCC for the
entire year. RCC's expenses are reflected on the Company's income statement as
real estate operating expense and mortgage interest on real estate. Beginning on
October 1, 2002, when the Company acquired the voting common stock of RCC, the
Company consolidated RCC, as consolidated with its subsidiaries, with the
Company on a prospective basis. Therefore, the $489,000 of expenses reported on
a consolidated basis for RCC for 2002 reflect such expenses for the fourth
quarter of 2002 only. (See Notes 3c and 7 to the accompanying consolidated
financial statements, included under Item 8.) The Company's core operating
expense, comprised of compensation and benefits and other general and
administrative expense were $6.7 million for 2003, or 0.17% of average assets,
compared to $5.4 million, or 0.18% of average assets for 2002. For 2003,
employee compensation and benefits accounted for $4.4 million, or 66.1% of core
operating expenses, of which $529,000 was a non-cash expense related to the 25%
vesting of 452,250 stock options and related DERs granted on October 1, 2003.
The Company expects to incur an aggregate additional expense of $1.2 million
through September 30, 2006 related to these grants. The Company will issue an
additional 50,000 of stock options and related DERs, previously approved by the
Compensation Committee of the Board, during the first quarter of 2004; the cost
of which will be based on information available on the date of grant. The $1.5
million increase in compensation and benefits primarily reflects the additional
hires made to meet the needs of the growing Company. While the increase
23
in employees has and will further increase the cost of compensation and benefits
for 2004 and beyond, such hires are expected, to a certain extent, to result in
the Company experiencing a reduction in third-party fees. Other general and
administrative expenses which were $2.3 million for 2003, compared to $2.5
million for 2002, are comprised primarily of fees for professional services,
including legal and accounting, corporate insurance, office rent and board fees,
certain of which are expected to increase in connection with complying with the
provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations
promulgated there under (collectively, the "SOX Act"), the amount of which are
not expected to have a significant impact on the Company's results of
operations.
The SOX Act, which was enacted during 2002, among other things, places
additional responsibilities on management and the boards of directors of public
companies. The Company has and continues to incur incremental costs associated
with complying with the provisions of the SOX Act and other related changes to
federal securities and corporate governance laws. Such costs include increases
in the cost of its professional fees, including, but not limited to, accounting
and legal fees. During 2003, the Company incurred approximately $36,000 in fees
related to SOX Act compliance initiatives. The incremental increase in costs to
be incurred to comply with the provisions of the SOX Act and related changes to
federal securities and corporate governance laws, as well as other associated
increases, such as director and officer liability insurance, is uncertain at the
present time.
Year Ended December 31, 2002, Compared to Year Ended December 31, 2001
In comparing the results of operations for 2002 with 2001, the results of
each year are marked by significant charges and/or gains as well as substantial
growth in assets funded by investment and leveraging of the additional equity
capital raised during the year. During 2002 and 2001, the Company recognized
charges of $3.5 million and $2.5 million, respectively, against certain of its
debt securities due to other-than-temporary declines in their market values.
Other non-recurring items for 2001 included a gain of $2.6 million on the sale
of an assisted living center and the $12.5 million one-time expense incurred in
connection with the Advisor Merger, of which $11.3 million was non-cash, stock
based consideration. Further, prior to 2002, the Company's operating expenses
were primarily comprised of a formula driven fee paid to the Advisor; subsequent
to the Advisor Merger, which became effective January 1, 2002, the Company
incurred its own direct operating costs.
The Board sets the Company's dividend rates based on, among other things,
the Company's taxable income. (The capital losses realized on the sale of the
Company's investments in corporate debt securities during 2002 and 2001 could
not be used to offset operating income. Such tax losses were carried forward and
used to offset long-term capital gains in 2003.) The gain realized on the sale
of the assisted living center during 2001 was deferred for tax purposes and
therefore did not impact the Company's taxable income.
Total interest and dividend income earned in 2002 increased by $71.5
million, or 126.5%, to $128.0 million compared to $56.5 million earned in 2001.
During 2002, the average amortized cost basis of the MBS portfolio increased by
$2.054 billion to $2.964 billion from $909.8 million for 2001. The growth in the
portfolio during 2002 is attributable to the investment of proceeds, on a
leveraged basis, of $147.0 million from the sale of 17.8 million shares of the
Common Stock. The MBS portfolio generated income, after premium amortization, of
$126.2 million in 2002, an increase of $72.9 million, or 136.5%, from $53.4
million for 2001. The overall increase in income related to the growth in MBS
investments was partially offset by a decrease in the net yield on the MBS
portfolio to 4.25% for 2002 from 5.87% for 2001, reflecting the impact of the
decline in market interest rates that continued during 2002. Further, the
increase in prepayments caused additional amounts to be reinvested at lower
prevailing market interest rates and an acceleration of the premium amortization
on the portfolio. The CPR, which is a measure of the prepayment speed, increased
to a weighted average of 30.1% for 2002 from 23.5% for 2001. During 2002, the
Company recorded premium amortization of $28.1 million, which reduced the net
yield on the MBS portfolio by 99 basis points for 2002, while net premium
amortization for 2001 was $5.6 million, which reduced the yield on the portfolio
by 61 basis points. Management monitors the premiums paid for MBS to mitigate
the impact of spikes in prepayment activity, such as those experienced during
2002. At December 31, 2002, the Company had net purchase premiums of $76.3
million, reflecting an aggregate portfolio premium of 2.26% to par value,
compared to $37.5 million of premiums, or 1.99% of par value, at December 31,
2001.
Lifetime and interim interest rate caps on ARM-MBS could limit the change
in the coupon on such assets. At December 31, 2002, $656.9 million, or 19.9% of
the Company's ARM-MBS (18.2% of the Company's total assets) had a 1% interim cap
with the remainder having a 2% interim cap.
24
Income recognized on short-term investments in cash and cash equivalents
increased by $84,000, or 10.0%, to $926,000 for 2002 from $842,000 in 2001.
While the yield on the Company's cash decreased to 1.49% for 2002, from 3.21%
for 2001, the average balance of cash and cash equivalents increased by $35.9
million, or 136.9% , to $62.1 million for 2002 compared to $26.2 million for
2001. In general, as the portfolio of MBS continues to grow, balances of cash
and cash equivalents also tend to increase, reflecting the reinvestment lag on
larger monthly scheduled amortization and pre-payments received on the MBS
portfolio. Further, as reflected by the increase in the CPR, greater prepayments
increased cash inflows, increasing the Company's temporary investments in money
market accounts until ultimately reinvested in MBS.
Income from corporate debt and equity securities decreased by an aggregate
of $1.4 million in 2002, or 63.5%, resulting from the sale of the entire
corporate debt and equity portfolio during 2002.
The Company's interest expense increased by $28.4 million, or 81.0%, for
2002, compared to 2001. This increase is related to the significant increase in
average borrowings under repurchase agreements. The Company's increase in
borrowings through repurchase agreements reflects the leveraging of $147.0
million of equity capital raised during 2002. The average balance of repurchase
agreements increased to $2.738 billion for 2002, compared to $885.0 million for
2001, while the cost of such borrowings decreased to 2.32% for 2002, from 3.96%
for 2001.
Net interest and dividend income increased by $43.1 million, or 201.0%, to
$64.5 million from $21.4 million for the years ended December 31, 2002 and 2001,
respectively. The Company's net interest margin narrowed slightly to 2.13% for
2002, from 2.24% for 2001. The interest rate spread also decreased slightly to
1.90% for 2002, compared to 1.95% for 2001. This slight decrease reflects the
decrease in the yield on interest-earning assets to 4.22% for 2002, from 5.91%
for 2001 and the decrease in the cost of interest bearing liabilities to 2.32%
for 2002, from 3.96% for 2001. During 2002, interest rates continued to
generally decline from 2001.
Total other income decreased by $2.8 million to a loss of $2.5 million in
2002, from income of $246,000 for 2001. The components of the net total other
income/(loss) include: (i) income from equity interests in real estate; (ii)
income from operations of real estate, which was comprised of the consolidated
income of RCC for the fourth quarter of 2002; (iii) net gain/(loss) on the sale
of securities; and (iv) other-than-temporary impairment charges taken against
investments in corporate debt securities during both 2002 and 2001.
Prior to October 1, 2002, the Company accounted for its non-controlling
interest in the preferred stock of RCC under the equity method, whereby results
of operations were reported net, relative the Company's equity interest. On
October 1, 2002, the Company acquired 100% of the voting common stock in RCC,
and commenced accounting for such subsidiary on a consolidated basis,
prospectively. (See Notes 3c and 7 to the accompanying consolidated financial
statements, included under Item 8.) This change in ownership and resulting
change in accounting for RCC caused certain line items of the Company's 2002
statement of operations to be non-comparable to the 2001 presentation. While
income from equity interests in real estate was $80,000 for 2002, compared to
$3.1 million for 2001, had RCC continued to be accounted for under the equity
method for 2002 in its entirety, the Company would have reported income from
equity interests in real estate of $276,000 for 2002, compared to $3.1 million
for 2001, primarily reflecting the impact of a $2.6 million non-recurring gain
on the sale of an assisted living center realized during 2001. Excluding the
2001 gain, income from equity interest in real estate investments would have
decreased by $276,000 for 2002 compared to 2001, had the Company continued to
account for RCC under the equity method for 2002 in its entirety. At December
31, 2002, the Company had indirect interests in six multi-family properties
consisting of a total of 1,473 rental units, through investments in four limited
partnerships and one corporation as a common stockholder. In the aggregate, real
estate equity interests and real estate, which is owned through a consolidated
subsidiary, comprised less than 1.0% of the Company's total assets at December
31, 2002.
The Company reported a net gain of $205,000 on the sale of securities
during 2002, comprised of gross gains of $2.0 million and gross losses of $1.8
million. Included in gross gains were gains of $937,000, $569,000 and $515,000
from sales of corporate debt securities, corporate equity securities and MBS,
respectively. Included in gross losses were losses of $1.6 million and $241,000
on sales of corporate debt securities and MBS, respectively. In addition, during
2002, the Company recognized a $3.5 million other-than-temporary impairment
charge on corporate debt securities. This loss was entirely attributable to an
investment in the corporate debt securities of Level 3 Corporation ("Level 3").
The corporate debt securities portfolio accounted for an aggregate net losses of
$4.1 million during 2002, which includes the $3.5 million impairment charge and
net gains and losses from sales, which decreased earnings by $.10 per basic and
diluted share. The Company liquidated all of the corporate debt and equity
portfolios during 2002, and has no future plans to resume investing in such
instruments.
25
During 2001, the Company recognized gross losses of $3.6 million, on its
investments in corporate debt securities, of which $3.3 million was attributable
to the RCN Corporation ("RCN") debt securities. Losses recognized on the RCN
securities during 2001 were comprised of (i) a $2.5 million impairment charge
made against the investment for an other-than-temporary decline in the market
value and (ii) losses of $885,000 realized on sales and redemptions.
Operating and other expenses for the year ended December 31, 2002 are not
readily comparable to operating costs incurred during 2001. During 2001, the
Company was externally managed, and as such had no employees or the typical
costs associated with being internally managed. Prior to January 1, 2002, the
Company's general and administrative expenses were primarily comprised of
formula driven fees payable to the Advisor. During 2001, the Company incurred an
expense of $12.5 million to acquire the Advisor, of which $11.3 million was
non-cash, comprised of 1,287,501 shares of the Common Stock. Effective January
1, 2002, the Company became self-administered and self-advised and, has
thereafter directly incurred the cost of all overhead necessary to operate the
Company. For 2001, Company paid the Advisor total fees of $4.3 million, which
included an incentive fee of $2.9 million. During 2002, the Company incurred
$5.9 million of operating expenses, or 0.19% of average assets on an annualized
basis, of which, employee compensation and benefits were $2.9 million, or 47.3%,
operating expenses from real estate and mortgage interest for the fourth quarter
were $185,000 and $304,000, respectively, or 12.6%, and other general and
administrative expenses were $2.5 million, or 40.1%. Other general and
administrative expenses were comprised primarily of fees for professional
services, including legal and accounting, corporate insurance, office rent and
director fees. The Company relocated to new headquarters during the third
quarter of 2002, as additional space was needed to accommodate the Company's
post-Advisor Merger operations. In addition, commencing October 1, 2002, when
the Company acquired the voting common stock of RCC, the Company consolidated
RCC's results of operations, resulting in RCC's indirect mortgages and related
interest expense being reported on the Company's consolidated financial
statements. (See Notes 3c and 7 to the accompanying consolidated financial
statements, included under Item 8.) These mortgage loans, which had an aggregate
balance of $16.3 million, had an average interest rate of 7.3%. Prior to the
Company acquiring the voting common stock of RCC, the preferred stock interest
in RCC was accounted for under the equity method, with the Company's percentage
interest in RCC's income or loss reflected net as a component of income from
equity interests in real estate.
During 2002, SOX Act was enacted. The SOX Act, among other things, places
additional responsibilities on management and the boards of directors of public
companies. The Company expects to incur incremental costs associated with
complying with the provisions of the SOX Act and other related changes to
federal securities and corporate governance laws. The Company expects to
experience an increase in the cost of its professional fees, including, but not
limited to, accounting and compliance.
CRITICAL ACCOUNTING POLICIES
Management has the obligation to insure that its policies and methodologies
are in accordance with generally accepted accounting principles ("GAAP"). During
2003, management reviewed and evaluated its critical accounting policies and
believes them to be appropriate.
The Company's accompanying consolidated financial statements include the
accounts of the Company and all majority owned and controlled subsidiaries. The
preparation of consolidated financial statements in accordance with GAAP
requires management to makes estimates and assumptions in certain circumstances
that affect amounts reported in the accompanying consolidated financial
statements. In preparing these consolidated financial statements, management has
made its best estimates and judgements of certain amounts included in the
consolidated financial statements, giving due consideration to materiality. The
Company does not believe that there is a great likelihood that materially
different amounts would be reported related to accounting policies described
below. However, application of these accounting policies involves the exercise
of judgement and use of assumptions as to future uncertainties and, as a result,
actual results could differ from these estimates.
The Company's accounting policies are described in Note 2 to the
accompanying consolidated financial statements, included under Item 8.
Management believes the more significant of these to be as follows:
Classifications of Investment Securities and Valuations of Such Securities
The Company's investments in MBS are classified as available-for-sale
securities, as discussed in Note 2b to the accompanying consolidated financial
statements, included under Item 8. Although all of the Company's MBS
26
are carried on the balance sheet at their estimated fair value, the
classification of the securities as available-for-sale results in changes in
estimated fair value being recorded as adjustments to accumulated other
comprehensive income/(loss), which is a component of stockholders' equity,
rather than through earnings. The Company does not intend to hold any its
securities for trading purposes; however, if available-for-sale securities were
classified as trading securities, there could be substantially greater
volatility in the Company's earnings.
As noted above, all of the Company's MBS are carried on the balance sheet
at estimated fair value. The estimated fair values of such assets reflect the
average of price quotes received from brokers and prices obtained from an
independent pricing service, all of which are reviewed by the Company.
When the estimated fair value of an available-for-sale security is less
than amortized cost, management considers whether there is an
other-than-temporary impairment in the value of the security. If, in
management's judgment, an other-than-temporary impairment exists, the cost basis
of the security is written down to the then-current estimated fair value, with
the amount of impairment charged to current earnings. The determination of
other-than-temporary impairment is a subjective process, and different judgments
and assumptions could affect the timing of loss realization. (See Note 2b to the
accompanying consolidated financial statements, included under Item 8.)
Interest Income Recognition
Interest income on the Company's MBS is accrued based on the actual coupon
rate and the outstanding principal balance of such securities. Premiums and
discounts are amortized or accreted into interest income over the lives of the
securities using the effective yield method, as adjusted for prepayments in
accordance with Statement of Financial Accounting Standards ("FAS") No. 91,
"Accounting for Nonrefundable Fees and Costs Associated with Originating or
Acquiring Loans and Initial Direct Costs of Leases". (See Note 2b to the
accompanying consolidated financial statements, included under Item 8.)
Derivative Financial Instruments and Hedging Activities
The Company applies the provisions of FAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities," ("FAS 133") as amended by FAS
No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging
Activities" ("FAS 138").
In accordance with FAS 133, a derivative, which is designated as a hedge,
is recognized as an asset/liability and measured at estimated fair value. To
qualify for hedge accounting, at inception of the Cap, the Company must
anticipate that the hedge will be highly effective in limiting the Company's
cost beyond the Cap threshold on its matching (on an aggregate basis)
anticipated repurchase agreements during the active period of the Cap. As long
as the hedge remains effective, changes in estimated fair value are included in
the accumulated other comprehensive income portion of stockholders' equity. Upon
the Cap Agreement active period commencing, the premium paid to enter into the
Cap Agreement is amortized and reflected in interest expense. The periodic
amortization of the premium expense is based on an estimated allocation of the
premium, determined at inception of the hedge based on the original purchase
price. Payments received in connection with the Cap Agreement will be reported a
reduction to interest expense, net of the amortization recognized for the
premium. If it is determined that a Cap Agreement is not effective, the premium
would be reduced and a corresponding charge made to interest expense, for the
ineffective portion of the Cap Agreement. The maximum cost related to the
Company's Cap Agreements is limited to the original purchase price of the
derivative. In order to limit credit risk associated with Cap Agreements, the
Company's current policy is to only purchase Caps from financial institutions
rated "A" or better by one of the Rating Agencies. Income generated by the
Company's Caps, if any, would offset interest expense on the hedged liabilities.
In order to continue to qualify for and to apply hedge accounting, Cap
Agreements are monitored on a quarterly basis to determine whether they continue
to be effective or, if prior to the commencement of the active period, whether
the Cap expects to continue to be effective. If during the term of the Cap
Agreement the Company determines that a Cap is not effective or that a Cap is
not expected to be effective, the ineffective portion of the Cap will no longer
qualify for hedge accounting and, accordingly, subsequent changes in its
estimated fair value will be reflected in earnings. At December 31, 2003, the
Company had 11 Cap Agreements, with an aggregate notional amount of $310.0
million. There were unrealized losses of $3.3 million on the Company's Cap
Agreements. (See Notes 2k and 8 to the accompanying consolidated financial
statements, included under Item 8.)
27
Off-Balance Sheet Arrangements
At December 31, 2003, the Company had and continues to hold a limited
partner interest that is not consolidated, but rather reported under the equity
method. The Company has determined that such entity, in addition to being
immaterial to the Company, does not meet the definition of a special purpose
entity, which would have required that such entity be consolidated beginning
with the fourth quarter of 2003. Further, the Company has not guaranteed any
obligations of this unconsolidated entity nor does the Company have any
commitment or intent to provide additional funding to such entity. Accordingly,
the Company is not materially exposed to any market, credit, liquidity or
financing risk related to its limited partner interest accounted for under the
equity method. The adoption of Financial Accounting Standards Board ("FASB")
Interpretation No. 46 "Consolidation of Variable Interest Entities, as revised
in December 2003" ("FIN 46") such that the limited partner interest will be
consolidated with the Company commencing in the first quarter of 2004. The
adoption of FIN 46 will not have a material impact on the Company's results of
operations or statement of financial condition. (See Note 2m to the accompanying
consolidated financial statements, included under Item 8.)
Impairment of Long-Lived Assets
Real estate investments held directly or through joint ventures represent
"long-lived" assets for accounting purposes. The Company periodically reviews
long-lived assets to be held and used in operations for impairment in value
whenever any events or changes in circumstances indicate that the carrying
amount of the assets may not be recoverable. In management's opinion, based on
this analysis, real estate and investments in joint ventures are considered to
be held-for-investment and are not carried at amounts in excess of their
estimated fair value.
Income Taxes
The Company's financial results generally do not reflect provisions for
current or deferred income taxes. Management believes that the Company has and
intends to continue to operate in a manner that will continue to allow it to be
taxed as a REIT and as a result does not expect to pay substantial corporate
level taxes. Many of these requirements, however, are highly technical and
complex. If the Company were to fail to meet the REIT requirements, the Company
would be subject to federal, state and local income taxes.
Accounting for Stock-Based Compensation
On January 1, 2003, the Company adopted FAS No. 123, "Accounting for
Stock-Based Compensation, as amended by FAS No. 148 "Accounting for Stock-Based
Compensation - Transition and Disclosure", ("FAS 123"). The adoption of FAS 123
did not have an impact on the Company as all outstanding options were fully
vested at the time FAS 123 was adopted. However, the Company recorded an expense
of $529,000 during the fourth quarter of 2003 related to options and related
DERs granted to employees of the Company on October 1, 2003. The future effect
of FAS 123 will be based on, among other things, the underlying terms of any
future grants of stock-based compensation. Estimating the fair value of stock
options requires that assumptions are made, which are subjective. (See Note 14a
to the accompanying consolidated financial statements, included under Item 8.)
Liquidity and Capital Resources
The Company's principal sources of liquidity consist of borrowings under
repurchase agreements, principal payments received on its portfolio of MBS, cash
flows generated by operations and proceeds from capital market transactions. The
Company's most significant uses of cash include purchases of MBS and dividend
payments on its Common Stock. In addition, the Company also uses cash to fund
operations, make purchases of hedging instruments and make such other
investments that it considers appropriate.
Borrowings under repurchase agreements increased by $838.5 million to
$4.024 billion at December 31, 2003, from $3.186 billion at December 31, 2002.
This increase in leverage was facilitated by the increase in the Company's
equity capital as a result of the issuance of Common Stock primarily through
public offerings during 2003. At December 31, 2003, repurchase agreements had a
weighted average borrowing rate of 1.36%, on loan balances of between $297,000
and $97.1 million. These agreements generally have original terms to maturity
ranging from one to 36 months at inception of the loan and fixed interest rates
that are typically based off of LIBOR. To date, the Company has not had any
margin calls on its repurchase agreements that it was unable to satisfy with
either cash or additional pledged collateral.
During the year ended December 31, 2003, principal payments on MBS
generated cash of $2.044 billion and operations provided $112.2 million in cash.
As part of its core investing activities, during the 2003, the Company
28
acquired $3.402 billion of MBS, all of which were either Agency MBS or "AAA"
rated ARM-MBS. Other uses of funds during the year ended December 31, 2003,
included payments of $60.2 million for dividends on the Company's outstanding
Common Stock and DERs.
During the year ended December 31, 2003, the Company sold MBS with an
aggregate carrying value of $389.3 million, realizing net losses of $265,000 and
generating cash proceeds of $389.0 million. Although the Company typically
intends to hold its investments in MBS for investment purposes, sales may occur
as part of the Company's overall asset/liability management in response to
various market conditions and opportunities. As such, all of the Company's MBS
are designated as available-for-sale.
On June 27, 2003, the Company filed a shelf registration statement on Form
S-3 with the SEC under the Act with respect to an aggregate of $500.0 million of
Common Stock and/or preferred stock that may be sold by the Company from time to
time pursuant to Rule 415 under the Act. On July 8, 2003, the SEC declared this
registration statement effective. At December 31 2003, the Company had $443.7
million available under this shelf registration statement.
On September 25, 2001, the Company filed a shelf registration statement on
Form S-3 with the SEC under the Act with respect to an aggregate of $300.0
million of Common Stock and/or preferred stock that may be sold by the Company
from time to time pursuant to Rule 415 under the Act. On October 5, 2001, the
SEC declared this registration statement effective. At December 31, 2003, the
Company had $8.7 million of available under this shelf registration statement.
During the year ended December 31, 2003, the Company completed two public
offerings of its Common Stock, as detailed below, in which it issued an
aggregate of approximately 13.5 million shares and raised net proceeds of $120.8
million. The Company's 2003 equity offerings were as follows:
(1) Includes the exercise of the underwriters' over-allotment option in full.
(2) Represents the exercise of the underwriters' over-allotment option in full
on the August 11, 2003 transaction.
The Company has an aggregate of $452.4 million remaining under its two
effective shelf registration statements. To the extent the Company raises
additional equity capital from future capital market transactions, the Company
currently anticipates using the net proceeds for general corporate purposes,
including, without limitation, the acquisition of additional MBS consistent with
its investment policy and the repayment of its repurchase agreements. The
Company may also consider acquiring additional interests in multi-family
apartment properties and/or other investments consistent with its investment
strategies and operating policies. There can be no assurance, however, that the
Company will be able to raise additional equity capital at any particular time
or on any particular terms.
On December 3, 2003, the Company filed a shelf registration statement on
Form S-3 with the SEC for the purpose of registering Common Stock for sale
through the DRSPP. This registration statement was declared effective by the SEC
on December 15, 2003 and, when combined with the unused portion of the Company's
previous DRSPP shelf registration statement, registered an aggregate of 10.0
million shares of Common Stock. As of December 31, 2003, the Company had issued
3.3 million shares of Common Stock to participants in the DRSPP and received net
proceeds of $31.2 million.
In order to reduce interest rate risk exposure on a portion of the
Company's LIBOR-based repurchase agreements, the Company had during 2002
purchased interest rate Cap Agreements, having a notional amount of $260.0
million, for an aggregate cost of $3.7 million. (See "Quantitative and
Qualitative Disclosures About Market Risk".) To date, the Company has not
received any payments related to its Cap Agreements, as market interest rates
were below the Cap Agreements strike rates for 2003 in its entirety. Although no
Cap Agreements were entered into
29
during 2003, additional purchases of Cap Agreements may be made during 2004. Cap
Agreements generate future cash if interest rates increase beyond the rate
specified in the individual agreement.
Under its repurchase agreements, the Company may be required to pledge
additional assets to its repurchase agreement counterparties (i.e., lenders) in
the event the estimated fair value of the existing pledged collateral under such
agreements declines and such lenders demand additional collateral (a "margin
call"), which may take the form of additional securities or cash. Specifically,
margin calls result from a decline in the value of the Company's MBS securing
its repurchase agreements, generally due to principal reduction of such MBS from
scheduled amortization and prepayments on the mortgages securing such MBS and to
changes in the estimated fair value of such MBS resulting from changes in market
interest rates and other market factors. The Company's restricted cash balance
represents cash held on deposit as collateral with lenders and, at the time a
repurchase agreement rolls (i.e., matures), generally will be applied against
the repurchase agreement, thereby reducing the borrowing. The Company believes
it has adequate financial resources to meet its obligations as they come due,
including margin calls, and to fund dividends declared as well as to actively
pursue its investment strategies. Through December 31, 2003, the Company did not
have any margin calls on its repurchase agreements that it was not able to
satisfy with either cash or additional pledged collateral. However, should
prepayment speeds on the mortgages underlying the Company's MBS and/or market
interest rates suddenly increase, margin calls on the Company's repurchase
agreements could result, causing an adverse change in the Company's liquidity
position.
The following table summarized the effect on the Company's liquidity and
cash flows from contractual obligations for repurchase agreements and the
non-cancelable office lease at December 31, 2003.
INFLATION
Substantially all of the Company's assets and liabilities are financial in
nature. As a result, changes in interest rates and other factors impact our
performance far more than does inflation. Our financial statements are prepared
in accordance with GAAP and our dividends are based upon net income as
calculated for tax purposes; in each case, our activities and balance sheet are
measured with reference to historical cost or estimated fair value without
considering inflation.
OTHER MATTERS
The Company intends to conduct its business so as to maintain its exempt
status under, and not to become regulated as an investment company for purposes
of, the Investment Company Act. If the Company failed to maintain its exempt
status under the Investment Company Act and became regulated as an investment
company, the Company's ability to, among other things, use leverage would be
substantially reduced and, as a result, the Company would be unable to conduct
its business as described in this annual report on Form 10-K. The Investment
Company Act exempts entities that are "primarily engaged in the business of
purchasing or otherwise acquiring mortgages and other liens on and interests in
real estate" ("Qualifying Interests"). Under the current interpretation of the
staff of the SEC, in order to qualify for this exemption, the Company must
maintain at least 55% of its assets directly in Qualifying Interests (the "55%
Test"). MBS that do not represent all of the certificates issued (i.e., an
undivided interest) with respect to the entire pool of mortgages (i.e., a whole
pool) underlying such MBS may be treated as securities separate from such
underlying mortgage loans and, thus, may not be considered Qualifying Interests
for purposes of the 55% Test. Therefore, the Company's ownership of these types
of MBS is limited by the provisions of the Investment Company Act. In meeting
the 55% Test, the Company treats as Qualifying Interests those MBS issued with
respect to an underlying pool as to which it owns all of the issued
certificates. If the SEC or its staff adopts a contrary interpretation, the
Company could be required to sell a substantial amount of its MBS under
potentially adverse market conditions. Further, in order to insure that it at
all times qualifies for this exemption from the Investment Company Act, the
Company may be precluded from acquiring MBS whose yield is somewhat higher than
the yield on MBS that could be otherwise purchased in a manner consistent with
this exemption. Accordingly, the Company monitors its compliance with the 55%
Test in order to maintain its exempt status under the Investment Company Act. As
of December 31, 2003, the Company had determined that it was in and had
maintained compliance with the 55% Test.
30
FORWARD LOOKING STATEMENTS
When used in this annual report on Form 10-K, in future filings with the
SEC or in press releases or other written or oral communications, statements
which are not historical in nature, including those containing words such as
"anticipate," "estimate," "should," "expect," "believe," "intend" and similar
expressions, are intended to identify "forward-looking statements" within the
meaning of Section 27A of the Act and Section 21E of the 1934 Act and, as such,
may involve known and unknown risks, uncertainties and assumptions.
These forward-looking statements are subject to various risks and
uncertainties, including, but not limited to, those relating to: changes in the
prepayment rates on the mortgage loans securing the Company's MBS; changes in
interest rates and the market value of the Company's MBS; the Company's ability
to use borrowings to finance its assets; changes in government regulations
affecting the Company's business; the Company's ability to maintain its
qualification as a REIT for federal income tax purposes; and risks associated
with investing in real estate, including changes in business conditions and the
general economy. These and other risks, uncertainties and factors, including
those described in reports that the Company files from time to time with the
SEC, could cause the Company'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 they are made and the Company does not
undertake, and specifically disclaims, any obligation to update or revise any
forward-looking statements to reflect events or circumstances occurring after
the date of such statements.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
The Company seeks to manage the interest rate, market value, liquidity,
prepayment and credit risks inherent in all financial institutions in a prudent
manner designed to insure the longevity of the Company while, at the same time,
seeking to provide an opportunity to stockholders to realize attractive total
rates of return through stock ownership of the Company. While the Company does
not seek to avoid risk, it does seek, to the best of its ability, to assume risk
that can be quantified from historical experience, to actively manage such risk,
to earn sufficient returns to justify the taking of such risks and to maintain
capital levels consistent with the risks that it does undertake.
INTEREST RATE RISK
The Company primarily invests in ARM-MBS, which include hybrid MBS, which
have interest rates that are fixed for a specified period and, thereafter,
generally reset annually. As of December 31, 2003, applying a 15% CPR, the
weighted average term to repricing or prepayment of the Company's ARM-MBS
portfolio was 18 months and the weighted average term to repricing on repurchase
agreements was 7 months, resulting in repricing gap of 11 months. The CPR is
applied in order to reflect, to a certain extent, the prepayment characteristics
inherent in the Company's interest-earning assets and interest-bearing
liabilities. As of December 31, 2003, based on contractual terms (i.e., assuming
no prepayments), the Company's ARM-MBS portfolio had a weighted average term to
repricing of 23 months and repurchase agreements had a weighted average term to
repricing of 8 months, resulting in a 15 month contractual repricing gap. The
Company's debt obligations are generally repurchase agreements with terms of
three years or less. Upon contractual maturity or an interest reset date, these
borrowings are refinanced at then prevailing market rates.
The interest rates for most of the Company's adjustable-rate assets are
primarily dependent on the LIBOR and one-year CMT rate, while debt obligations,
in the form of repurchase agreements, are generally dependent on LIBOR. While
the LIBOR and CMT generally move together, there can be no assurance that such
movements will be parallel, such that the magnitude of the movement of one index
will match that of the other index. At December 31, 2003, the Company had 61.6%
of its ARM-MBS portfolio repricing from the one-year CMT index, 34.2% repricing
from the one-year LIBOR index, 3.3% repricing from COFI and 0.9% repricing from
the 12 month CMT moving average.
The Company's adjustable-rate investment assets and borrowings (i.e.,
repurchase agreements) reset on various dates that differ for the specific asset
or obligation. In general, the repricing of the Company's debt obligations
occurs more quickly than the repricing of assets. Therefore, on average, the
Company's cost of borrowings may rise or fall more quickly than does its
earnings rate on the assets.
The mismatch between repricings or maturities within a time period is
commonly referred to as the "gap" for that period. A positive gap (asset
sensitive), where interest-rate sensitive assets exceed interest-rate sensitive
liabilities, generally will result in the net interest margin increasing in a
rising interest rate environment and
31
decreasing in a falling interest rate environment. A negative gap (liability
sensitive) will generally have the opposite results on the net interest margin.
As discussed above, the gap analysis is prepared assuming a 15% CPR; however,
actual prepayment speeds could vary significantly from the rate assumed in the
table. The gap analysis does not reflect the constraints on the repricing of
ARM-MBS in a given period resulting from periodic and lifetime cap features on
these securities, or the behavior of various indexes applicable to the Company's
assets and liabilities.
The gap methodology does not assess the relative sensitivity of assets and
liabilities to changes in interest rates and also fails to account for interest
rate caps and floors imbedded in the Company's MBS or include assets and
liabilities that are not interest rate sensitive or the Company's hedging
instruments. The following table presents the Company's interest rate risk using
the gap methodology at December 31, 2003.
To a limited extent, the Company uses Cap Agreements as part of its
interest rate risk management. The notional amounts of these instruments are not
reflected in the Company's balance sheet. The Cap Agreements, which hedge
against increases in interest rates on the Company's LIBOR-based repurchase
agreements, are not considered in the gap analysis, as they do not effect the
timing of the repricing of the instruments they hedge, but rather to the extent
of the notional amount, cap the limit on the amount of interest rate change that
can occur relative to the hedged liability. The Company's Cap Agreements, at the
time of purchase, are intended to serve as a hedge against future interest rate
increases on the Company's repurchase agreements, which are typically priced off
of LIBOR. As of December 31, 2003, the Company had $310.0 million of notional
amount of Cap Agreements, with a weighted average strike rate for the one-month
LIBOR of 4.54%.
MARKET VALUE RISK
Substantially all of the Company's investment securities are designated as
"available-for-sale" assets. As such, they are reflected at their estimated fair
value, with the difference between amortized cost and estimated fair value
reflected in accumulated other comprehensive income, a component of
stockholders' equity. (See Note 13 to the accompanying consolidated financial
statements, included under Item 8.) The estimated fair value of the Company's
MBS fluctuate primarily due to changes in interest rates and other factors;
however, given that these securities are issued or guaranteed as to principal or
interest by an agency of the U.S. government or a federally chartered
corporation or are "AAA" rated, such fluctuations are generally not based on the
creditworthiness of the mortgages securing such MBS. Generally, in a rising
interest rate environment, the estimated fair value of the Company's MBS would
be expected to decrease; conversely, in a decreasing interest rate environment,
the estimated fair value of such MBS would be expected to increase. If the
estimated fair value of the Company's MBS decreases, the Company may receive
margin calls from its repurchase agreement counterparties due to such a decline
in the estimated fair value of the MBS collateralizing repurchase agreements.
32
LIQUIDITY RISK
The primary liquidity risk for the Company arises from financing
long-maturity assets, which have interim and lifetime interest rate adjustment
caps, with debt in the form of repurchase agreements. Although the interest rate
adjustments of these assets and liabilities are matched within the guidelines
established by the Company's operating policies, maturities are not required to
be, nor are they matched.
The Company's assets which are pledged to secure repurchase agreements are
high-quality, liquid assets. As a result, the Company has not had difficulty
rolling over (i.e., renewing) these agreements as they mature. However, there
can be no assurances that the Company will always be able to roll over its
repurchase agreements. At December 31, 2003, the Company had cash and cash
equivalents of $139.7 million available to meet margin calls on its repurchase
agreements and for other corporate purposes. However, should prepayment speeds
on the mortgages underlying the Company's MBS and/or market interest rates
suddenly increase, margin calls on the Company's repurchase agreements could
result, causing an adverse change in the Company's liquidity position.
PREPAYMENT AND REINVESTMENT RISK
As the Company receives repayments of principal on its MBS, premiums paid
on such securities are amortized against interest income and discounts on MBS
are accreted to interest income. Premiums arise when the Company acquires a MBS
at a price in excess of the principal balance of the mortgages securing such MBS
or the par value of such MBS if purchased at the original issue. Conversely,
discounts arise when the Company acquires a MBS at a price below the principal
balance of the mortgages securing such MBS, or the par value of such MBS, if
purchased at the original issue. For financial accounting purposes interest
income is accrued based on the outstanding principal balance of the investment
securities and their contractual terms. Purchase premiums on the Company's
investment securities, currently comprised of MBS, are amortized against
interest income over the lives of the securities using the effective yield
method, adjusted for actual prepayment activity. In general, an increase in the
prepayment rate, as measure by the CPR, will accelerate the amortization of
purchase premiums, thereby reducing the yield/interest income earned on such
assets.
For tax accounting purposes, the purchase premiums are amortized based on
the constant effective yield at the purchase date. Therefore, on a tax basis,
amortization of premiums will differ from those reported for financial purposes
under GAAP. At December 31, 2003, the gross unamortized premium for ARM-MBS for
financial accounting purposes was $95.9 million (2.26% of the carrying value of
MBS) while the gross unamortized premium for federal tax purposes was estimated
at $91.0 million.
In general, the Company believes that it will be able to reinvest proceeds
from scheduled principal payments and prepayments at acceptable yields; however,
no assurances can be given that, should significant prepayments occur, market
conditions would be such that acceptable investments could be identified and the
proceeds timely reinvested.
TABULAR PRESENTATION
The information presented in the following table projects the potential
impact of sudden parallel changes in interest rates on 2004 projected net
interest income and portfolio value based on the investments in the Company's
portfolio on December 31, 2003 and includes the Company's interest-rate
sensitive assets and liabilities. The Company acquires interest-rate sensitive
assets and funds them with interest-rate sensitive liabilities. The Company
generally plans to retain such assets and the associated interest rate risk to
maturity.
Change in Percentage Change Percentage Change
Interest Rates in Net Interest Income in Portfolio Value
- -------------------- ---------------------------- ------------------------
1.00% (6.66%) (1.78%)
0.50% (1.26%) (0.85%)
(0.50%) 1.77% 0.76%
(1.00%) 8.36% 1.43%
Many assumptions are made to present the information in the above table, as
such, there can be no assurance that assumed events will occur or that other
events will not occur that would affect the outcomes; therefore, the above table
and all related disclosure constitutes forward-looking statements. The analysis
presented utilizes
33
assumptions and estimates based on management's judgment and experience.
Furthermore, future sales, acquisitions and restructuring could materially
change the Company's interest rate risk profile.
The table quantifies the potential changes in net interest income and
portfolio value should interest rates immediately change ("Shock"). The table
presents the estimated impact of interest rates instantaneously rising 50 and
100 basis points, and falling 50 and 100 basis points. The cash flows associated
with the portfolio of MBS for each rate Shock are calculated based on a
assumptions, including, but not limited to, prepayment speeds, yield on future
acquisitions, slope of the yield curve, and size of the portfolio. Assumptions
made on the interest rate sensitive liabilities, which are repurchase
agreements, include anticipated interest rates, collateral requirements as a
percent of the repurchase agreement and amount of borrowing.
The impact on portfolio value is approximated using the calculated
effective duration of 1.60 and expected convexity of (0.35). Impact on net
interest income is driven mainly by the difference between portfolio yield and
cost of funding. The Company's asset/liability structure is generally such that
a decrease in interest rates would be expected to result in an increase to net
interest income, as the Company's repurchase agreements are generally shorter
term than the Company's interest earning assets. When interest rates are
Shocked, prepayment assumptions are adjusted based on management's expectation
along with the results from the prepayment model. For example, under current
market conditions, a 100 basis point increase in interest rates is estimated to
result in a 30% decrease in the CPR of the MBS portfolio. The base interest rate
scenario assumes interest rates at December 31, 2003. Actual results could
differ significantly from those estimated in the table.
34
Item 8. Financial Statements and Supplementary Data.
Index to Financial Statements
All financial statement schedules are omitted because they are not
applicable or the required information is included in the consolidated financial
statements and/or notes thereto.
Financial statements of subsidiaries, 50%-or-less-owned investees, or
lesser components of another entity have been omitted, as such entities do not
individually or in the aggregate exceed the 20% threshold under either the
investment or income tests.
35
REPORTS OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholders of
MFA Mortgage Investments, Inc.:
We have audited the accompanying consolidated statement of financial condition
of MFA Mortgage Investments, Inc. as of December 31, 2003, and the related
consolidated statement of income, changes in stockholders' equity, cash flows
and comprehensive income for the year then ended. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
and opinion on these financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial condition of MFA Mortgage
Investments, Inc. at December 31, 2003, and the consolidated results of its
operations, cash flows and comprehensive income for the year then ended in
conformity with accounting principles generally accepted in the United States.
Ernst & Young LLP
New York, New York
February 4, 2004
- ---------------------------------------------------------------------------
To the Board of Directors and Stockholders of
MFA Mortgage Investments, Inc.:
In our opinion, the accompanying consolidated statement of financial condition
and the related consolidated statements of income, changes in stockholders'
equity, cash flows and comprehensive income present fairly, in all material
respects, the financial position of MFA Mortgage Investments, Inc. and its
subsidiaries (the "Company") at December 31, 2002, and the results of their
operations and their cash flows for the each of the two years in the period
ended December 31, 2002 in conformity with accounting principles generally
accepted in the United States of America. These financial statements are the
responsibility of the Company's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with auditing standards generally
accepted in the United States of America, which require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
New York, New York
February 3, 2003
36
MFA MORTGAGE INVESTMENTS, INC.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
The accompanying notes are an integral part of the consolidated financial
statements.
37
MFA MORTGAGE INVESTMENTS, INC.
CONSOLIDATED STATEMENTS OF INCOME
The accompanying notes are an integral part of the consolidated financial
statements.
38
MFA MORTGAGE INVESTMENTS, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
The accompanying notes are an integral part of the consolidated financial
statements.
39
MFA MORTGAGE INVESTMENTS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
The accompanying notes are an integral part of the consolidated financial
statements.
40
MFA MORTGAGE INVESTMENTS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
The accompanying notes are an integral part of the consolidated financial
statements
41
MFA MORTGAGE INVESTMENTS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. Organization
MFA Mortgage Investments, Inc. (the "Company") was incorporated in Maryland
on July 24, 1997 and began operations on April 10, 1998.
The Company has elected to be treated as a real estate investment trust
("REIT") for federal income tax purposes. In order to maintain its status as a
REIT, the Company must comply with a number of requirements under federal tax
law, including that it must distribute at least 90% of its annual taxable net
income to its stockholders, subject to certain adjustments. (See Note 11.)
From the time of its formation through January 1, 2002, the Company was
externally managed by America First Mortgage Advisory Corporation (the
"Advisor"), pursuant to an agreement between the parties. As an externally
managed company, the Company had no employees of its own and relied on the
Advisor to conduct its business and operations.
On January 1, 2002, the Company acquired the Advisor through a merger (the
"Advisor Merger") and, as a result, became self-advised. For accounting
purposes, the Advisor Merger was not considered the acquisition of a "business"
for purposes of applying Accounting Principles Board ("APB") Opinion No. 16,
"Business Combinations" as superceded by Financial Accounting Standards ("FAS")
141, "Business Combinations" and, therefore, the market value of the Company's
common stock, par value $0.01 per share ("Common Stock"), issued, valued as of
the consummation of the Advisor Merger, in excess of the estimated fair value of
the net tangible assets acquired was charged to operating income rather than
capitalized as goodwill.
On August 13, 2002, the Company changed its name from America First
Mortgage Investments, Inc. to MFA Mortgage Investments, Inc.
2. Summary of Significant Accounting Policies
(a) Basis of Presentation and Consolidation
The accompanying consolidated financial statements are prepared on the
accrual basis of accounting in accordance with generally accepted accounting
principles ("GAAP") utilized in the United States. 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 consolidated financial statements of the Company include the accounts
of all wholly owned subsidiaries, significant intercompany accounts and
transactions have been eliminated.
(b) MBS, Corporate Debt Securities and Corporate Equity Securities
FAS No. 115, "Accounting for Certain Investments in Debt and Equity
Securities," requires that investments in securities be designated as either
"held-to-maturity," "available-for-sale" or "trading" at the time of
acquisition. Securities that are designated as held-to-maturity are carried at
their amortized cost. Securities designated as available-for-sale are carried at
their estimated fair value with unrealized gains and losses excluded from
earnings and reported in other comprehensive income.
Although the Company generally intends to hold its MBS until maturity, it
may, from time to time, sell any of its MBS as part of the overall management of
its business. The available-for-sale designation provides the Company with the
flexibility to sell its MBS in order to act on potential future market
opportunities, changes in economic conditions and to meet other general
corporate purposes. (See Note 4.)
Gains or losses on the sale of investment securities are based on the
specific identification method.
The Company's adjustable-rate assets are comprised primarily of
adjustable-rate MBS ("ARM-MBS") issued or guaranteed as to principal or interest
by an agency of the U.S. government, such as the Government National Mortgage
Association ("Ginnie Mae"), or a federally chartered corporation, such as Fannie
Mae or the Freddie Mac. The Company's portfolio of ARM-MBS includes hybrid MBS,
which have interest rates that are fixed for a specified period, and thereafter,
generally reset annually. At December 31, 2003, 91.7% of the Company's MBS had
interest rates scheduled to contractually reprice within three years or less.
Contractual repricing does not consider prepayments.
Interest income is accrued based on the outstanding principal balance of
the investment securities and their contractual terms. Premiums and discounts
associated with the purchase of investment securities are amortized into
42
MFA MORTGAGE INVESTMENTS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
interest income over the life of such securities using the effective yield
method, adjusted for actual prepayment activity.
During 2002, the Company liquidated the remainder of its portfolio of
corporate debt and equity securities, with the final sale of such securities
made during the quarter ended September 30, 2002. The Company's corporate debt
securities were comprised of non-investment grade, high yield bonds. The Company
had taken an impairment charge of $3,474,000 on certain of its corporate debt
securities during the first quarter of 2002. (See Notes 3d and 5.)
(c) Cash and Cash Equivalents
Cash and cash equivalents include cash on hand and highly liquid
investments with original maturities of three months or less. The carrying
amount of cash equivalents approximates their estimated fair value.
(d) Restricted Cash
Restricted cash represents cash held on deposit as collateral with certain
repurchase agreement counterparties (i.e., lenders). Such amounts may be used to
make principal and interest payments on the related repurchase agreements.
(e) Credit Risk
The Company limits its exposure to credit losses on its investment
portfolio by requiring that at least 50% of its investment portfolio consist of
MBS that are issued or guaranteed as to principal or interest by an agency of
the U.S. government, such as Ginnie Mae, or a federally chartered corporation,
such as Fannie Mae or Freddie Mac (collectively, "Agency MBS"). Pursuant to its
operating policies, the remainder of the Company's assets may consist of
investments in: (i) multi-family apartment properties; (ii) limited
partnerships, real estate investment trusts or preferred stock of a real estate
related corporations; or (iii) other fixed-income instruments. At December 31,
2003, 93.2% of the Company's assets consisted of Agency MBS and receivables,
3.0% were MBS rated "AAA" by Standard & Poor's Corporation, a nationally
recognized rating agency, and 3.1% were cash and cash equivalents; combined
these assets comprised 99.3% of the Company's total assets.
Other-than-temporary losses on investment securities, whether designated as
available-for-sale or held-to-maturity, as measured by the amount of decline in
estimated fair value attributable to factors that are considered to be
other-than-temporary, are charged against income resulting in an adjustment of
the cost basis of such securities. The following are among, but not all of, the
factors considered in determining whether and to what extent an
other-than-temporary impairment exists: (i) the expected cash flow from the
investment; (ii) whether there has been an other-than-temporary deterioration of
the credit quality of the underlying mortgages, debtor or the company in which
equity interests are held; (iii) the credit protection available to the related
mortgage pool for MBS; (iv) any other market information available, including
analysts assessments and statements, public statements and filings made by the
debtor, counterparty or other relevant party issuing or otherwise securing the
particular security; (v) management's internal analysis of the security
considering all known relevant information at the time of assessment; and (vi)
the magnitude and duration of historical decline in market prices. Because
management's assessments are based on factual information as well as subjective
information available at the time of assessment, the determination as to whether
an other-than-temporary decline exists and, if so, the amount considered
impaired is also subjective and, therefore, constitutes material estimates that
are susceptible to a significant change. At December 31, 2003 and December 31,
2002, the Company had no remaining assets on which an impairment charge had been
made.
(f) Real Estate Investments
At December 31, 2003, the Company indirectly held a 100% ownership interest
in a multi-family apartment property known as The Greenhouse and a 99.9%
interest in a multi-family apartment property known as Lealand Place. Prior to
October 1, 2002, the Company held indirect interests in these two properties
through its preferred stock investment in Retirement Centers Corporation, a
Delaware corporation ("RCC"), and accounted for its investments in RCC and these
two properties under the equity method of accounting. Commencing on October 1,
2002, when the Company purchased all of the remaining outstanding securities of
RCC, RCC became a wholly-owned subsidiary of the Company and, as such, was
consolidated with the Company on a prospective basis. RCC is consolidated with
its subsidiaries, which directly hold these two properties, both of which were
acquired through tax deferred exchanges under Section 1031 of the Internal
Revenue Code of 1986, as amended (the "Code"). (See Note 7a.)
In addition, the Company holds a 99% limited partner interest in a limited
partnership, which owns a multi-family apartment property known as Cameron at
Hickory Grove, which is accounted for under the equity method.
43
MFA MORTGAGE INVESTMENTS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The properties, capital improvements and other assets held in connection
with these investments are carried at cost, net of accumulated depreciation and
amortization, not to exceed estimated fair value. Depreciation and amortization
are computed using the straight-line method over the useful life of the related
asset. Maintenance, repairs and minor improvements are charged to expense in the
period incurred, while capital improvements are capitalized and depreciated over
their useful life. The Company intends to hold its remaining real estate
investments as long-term investments.
(g) Repurchase Agreements
The Company finances the acquisition of its MBS through the use of
repurchase agreements. Under these repurchase agreements, the Company sells
securities to a lender and agrees to repurchase the same securities in the
future for a price that is higher than the original sales price. The difference
between the sale price that the Company receives and the repurchase price that
the Company pays represents interest paid to the lender. Although structured as
a sale and repurchase obligation, a repurchase agreement operates as a financing
under which the Company pledges its securities as collateral to secure a loan
which is equal in value to a specified percentage of the estimated fair value of
the pledged collateral. The Company retains beneficial ownership of the pledged
collateral. At the maturity of a repurchase agreement, the Company is required
to repay the loan and concurrently receives back its pledged collateral from the
lender or, with the consent with the lender, the Company may renew such
agreement at the then prevailing financing rate. These repurchase agreements may
require the Company to pledge additional assets to the lender in the event the
estimated fair value of the existing pledged collateral declines. Through
December 31, 2003, the Company did not have any margin calls on its repurchase
agreements that it was not able to satisfy with either cash or additional
pledged collateral.
Original terms to maturity of the Company's repurchase agreements generally
range from one month to 36 months; however, the Company is not precluded from
entering into repurchase agreements with longer maturities. Should a
counterparty decide not to renew a repurchase agreement at maturity, the Company
must either refinance elsewhere or be in a position to satisfy this obligation.
If, during the term of a repurchase agreement, a lender should file for
bankruptcy, the Company might experience difficulty recovering its pledged
assets and may have an unsecured claim against the lender's assets for the
difference between the amount loaned to the Company and the estimated fair value
of the collateral pledged to such lender. To reduce this risk, the Company
enters into repurchase agreements only with institutions whose holding or parent
company's long-term debt rating is "A" or better as determined by at least one
nationally recognized rating agency (collectively, the "Rating Agencies"), where
applicable. If the minimum criterion is not met, the Company will not enter into
repurchase agreements with a lender without the specific approval of the
Company's Board of Directors (the "Board"). In the event an existing lender is
downgraded below "A," the Company will seek the approval of the Board before
entering into additional repurchase agreements with that lender. The Company
generally seeks to diversify its exposure by entering into repurchase agreements
with at least four separate lenders with a maximum loan from any lender of no
more than three times the Company's stockholders' equity. At December 31, 2003,
the Company had amounts outstanding under repurchase agreements with 11 separate
lenders with a maximum net exposure (the difference between the amount loaned to
the Company and the estimated fair value of the security pledged by the Company
as collateral) to any single lender of $37.6 million. (See Note 9.)
(h) Earnings per Common Share ("EPS")
Basic EPS is computed by dividing net income by the weighted average number
of shares of Common Stock outstanding during the period. Diluted EPS is computed
by dividing net income by the weighted-average common shares and common
equivalent shares outstanding during the period. For the diluted EPS
calculation, common equivalent shares outstanding include the average number of
shares of Common Stock outstanding adjusted for the dilutive effect of
unexercised stock options using the treasury stock method. Under the treasury
stock method, common equivalent shares are calculated assuming that all dilutive
Common Stock equivalents are exercised and the proceeds are used to buy back
shares of the Company's outstanding common stock at the average market price
during the reported period. No common share equivalents are included in the
computation of any diluted per share amount for a period in which a net
operating loss is reported. (See Note 12.)
(i) Comprehensive Income
The Company's consolidated statements of comprehensive income include all
changes in the Company's stockholders' equity with the exception of additional
investments by or dividends to stockholders. Such comprehensive income for the
Company includes net income and the change in net unrealized holding
gains/(losses) on investments and certain derivative instruments. (See Note 13.)
44
MFA MORTGAGE INVESTMENTS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(j) Federal Income Taxes
The Company has elected to be taxed as a REIT under the provisions of the
Code and the corresponding provisions of state law. The Company expects to
operate in a manner that will enable it to continue to be taxed as a REIT. As
such, no provision for current or deferred income taxes has been made in the
accompanying consolidated financial statements.
(k) Derivative Financial Instruments - Interest Rate Cap Agreements
In accordance with FAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities" ("FAS 133"), as amended by FAS No. 138, "Accounting for
Certain Derivative Instruments and Certain Hedging Activities" ("FAS 138"), a
derivative that is designated as a hedge is recognized as an asset/liability and
measured at estimated fair value. In order for the Company's interest rate cap
agreements ("Cap Agreements") to qualify for hedge accounting, upon entering
into the Cap Agreement, the Company must anticipate that the hedge will be
highly "effective," as defined by FAS 133, in limiting the Company's cost beyond
the Cap threshold on its matching (on an aggregate basis) anticipated repurchase
agreements during the active period of the Cap. As long as the hedge remains
effective, changes in the estimated fair value of the Cap Agreements are
included in other comprehensive income. Upon commencement of the Cap Agreement
active period, the premium paid to enter into the Cap Agreement is amortized and
reflected in interest expense. The periodic amortization of the premium expense
is based on an estimated allocation of the premium, determined at inception of
the hedge, for the monthly components on an estimated fair value basis. Payments
received in connection with the Cap Agreement will be reported as a reduction to
interest expense. If it is determined that a Cap Agreement is not effective, the
premium would be reduced and a corresponding charge made to interest expense,
for the ineffective portion of the Cap Agreement. The maximum cost related to
the Company's Cap Agreements is limited to the original purchase price. In order
to limit credit risk associated with Cap Agreements, the Company's current
policy is to only purchase Cap Agreements from financial institutions rated "A"
or better by at least one of the Rating Agencies. Income generated by Cap
Agreements, if any, would be an offset to interest expense on the hedged
liabilities.
In order to continue to qualify for and to apply hedge accounting, Cap
Agreements are monitored on a quarterly basis to determine whether they continue
to be effective or, if prior to the commencement of the active period, whether
it is expected that the Cap will continue to be effective. If during the term of
the Cap Agreement, the Company determines that a Cap is not effective or that a
Cap is not expected to be effective, the ineffective portion of the Cap will no
longer qualify for hedge accounting and, accordingly, subsequent changes in its
estimated fair value will be reflected in earnings.
At December 31, 2003, the Company had 11 Cap Agreements, which are
derivative instruments as defined by FAS 133 and FAS 138, with an aggregate
notional amount of $310.0 million. The Company utilizes Cap Agreements to manage
interest rate risk and does not anticipate entering into derivative transactions
for speculative or trading purposes. At December 31, 2003, there were unrealized
losses of $3.3 million on the Company's Cap Agreements. (See Note 8.)
(l) Adoption of New Accounting Standards
In July 2001, the Financial Accounting Standards Board ("FASB") issued FAS
No. 141, "Business Combinations" ("FAS 141") and FAS No. 142, "Goodwill and
Other Intangible Assets" ("FAS 142") which provide guidance on how entities are
to account for business combinations and for the goodwill and other intangible
assets that arise from those combinations or are acquired otherwise. FAS 142
requires that goodwill is no longer amortized, but instead be tested for
impairment at least annually. At the date of adoption, the Company had
unamortized goodwill of approximately $7.2 million, which represents the excess
of the fair value of the Common Stock issued over the fair value of net assets
acquired when the Company was formed in 1998 through a merger transaction. There
was no amortization expense related to goodwill in 2002. Had FAS 142 been
adopted for the year ended December 31, 2001, net income for the year then ended
would have increased by $200,000. The Company's adoption of FAS 141 and FAS 142
on January 1, 2002 did not have a material effect on the Company's consolidated
financial statements.
In October 2001, the FASB issued FAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets" ("FAS 144"). FAS 144 provides new
guidance on the recognition of impairment losses on long-lived assets to be held
and used or to be disposed of and also broadens the definition of what
constitutes a discontinued operation and how the results of a discontinued
operation are to be measured and presented. The adoption of FAS 144 on January
1, 2002 did not have a significant impact on the Company.
45
MFA MORTGAGE INVESTMENTS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
In December 2002, the FASB issued FAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure" ("FAS 148"). FAS 148, amends FAS No.
123, "Accounting for Stock-Based Compensation" ("FAS 123"), by providing
alternative methods of transition for a voluntary change to the fair value based
method of accounting for stock-based employee compensation. In addition, FAS 148
amended the disclosure requirements of Statement 123 requiring prominent
disclosures in both annual and interim financial statements about the method of
accounting for stock-based employee compensation and the effect of the method
used on reported results. As discussed below, the Company recorded option
expense for options granted subsequent to January 1, 2003, in accordance with
FAS 123, as amended by FAS 148.
On January 1, 2003, the Company adopted FAS No. 123, as amended. The
adoption of FAS 123 did not have an impact on the Company as all outstanding
options were fully vested at the time FAS 123 was adopted. However, the Company
recorded an expense of $529,000 during the fourth quarter of 2003 related to
options and related dividend equivalent rights ("DERs") granted to employees of
the Company on October 1, 2003. The future effect of FAS 123 will be based on,
among other things, the underlying terms of any future grants of stock-based
compensation. (See Note 14a.)
(m) New Accounting Pronouncements
In January 2003, the FASB issued Interpretation No. 46 "Consolidation of
Variable Interest Entities" ("FIN 46"), which was revised in December 2003. FIN
46 requires consolidation by the primary beneficiary of all variable interest
entities. FIN 46 became effective immediately for investments in all variable
interest entities acquired after February 1, 2003 and for previously held
investments beginning with the first interim period beginning after June 15,
2003. FIN 46 applies to one of the Company's equity investments in real estate
in which it has a majority interest as a limited partner but has not
historically consolidated because it does not have effective control under the
terms of the respective partnership agreements. On October 8, 2003, the FASB
deferred the effective date of FIN 46, such that the Company would have applied
the provisions of such statements beginning with the fourth quarter of 2003,
however, the revisions to FIN 46 issued in December 2003, among other things,
allows the Company to commence consolidating such investments beginning January
1, 2004. The application of FIN 46 will not have a material impact on the
Company's consolidated financial statements, as its investment as a limited
partner in such entity is immaterial. (See Note 7b.)
(n) Reclassifications
Certain prior period amounts have been reclassified to conform to the
current period presentation.
3. Related Parties
(a) Advisor Fees and Advisor Merger
Prior to January 1, 2002, the Advisor managed the operations and
investments, and performed administrative services, for the Company. Prior to
the Advisor Merger, the Advisor was owned directly and indirectly by certain of
the Company's directors and executive officers (see discussion below). For the
services and functions provided to the Company, the Advisor received a monthly
management fee in an amount equal to 1.10% per annum of the first $300 million
of Stockholders' Equity of the Company, plus 0.80% per annum of the portion of
stockholders' equity of the Company above $300 million. The Company also paid
the Advisor, as incentive compensation for each calendar quarter, an amount
equal to 20% of the dollar amount by which the annualized return on equity for
such quarter exceeded the amount necessary to provide an annualized return on
equity equal to the ten-year U.S. treasury rate plus 1%. For the year ended
December 31, 2001, the Advisor earned a base management fee of approximately
$1.4 million and incentive compensation of approximately $2.9 million, of which
$511,000 was attributable to the gains on sale of certain of the Company's
interests in real estate. (See Note 7.)
The Company entered into an Agreement and Plan of Merger, dated September
24, 2001 (the "Advisor Merger Agreement"), with the Advisor, America First
Companies L.L.C. ("AFC") and the stockholders of the Advisor. In December 2001,
the Company's stockholders approved the terms of the Advisor Merger Agreement,
which provided for the merger of the Advisor into the Company effective 12:01
a.m. on January 1, 2002. Pursuant to the Advisor Merger Agreement, the Company
issued 1,287,501 shares of its Common Stock to the stockholders of the Advisor
effective January 1, 2002. As a result, the Company became self-advised
commencing January 1, 2002 and, since such time, has directly incurred the cost
of all overhead necessary for its operation and administration. The market value
of the Common Stock issued in the Advisor Merger, valued as of the consummation
of the Advisor Merger in excess of the estimated fair value of the net tangible
assets acquired, was charged to operating income of the Company for the year
ended December 31, 2001.
46
MFA MORTGAGE INVESTMENTS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Certain of the Company's directors and executive officers who were involved
in discussions and negotiations relating to the Advisor Merger had, and continue
to have, interests that would be affected by the Advisor Merger. At the time of
the Advisor Merger, AFC owned 80% of the outstanding capital stock of the
Advisor. At that time, Michael Yanney, the Company's former Chairman of the
Board, who retired from the Board in March 2003, and George H. Krauss, one of
the Company's directors, beneficially owned approximately 57% and 17%,
respectively, of AFC. In addition, Stewart Zimmerman, the Company's President
and Chief Executive Officer, and William S. Gorin, the Company's Executive Vice
President and Chief Financial Officer, collectively owned 3% of AFC. At the time
of the Advisor Merger, Messrs. Zimmerman, Gorin and Ronald A. Freydberg, the
Company's Executive Vice President, also owned, in the aggregate, the remaining
20% of the Advisor. Accordingly, the Advisor Merger resulted in these
individuals receiving, in the aggregate, beneficial ownership of an additional
1,287,501 shares of the Common Stock valued at $11.3 million at the time of the
Advisor Merger.
Because the Advisor Merger was between affiliated parties and may not be
considered to have been negotiated in a completely arm's-length manner, the
Board established a special committee of the Board which consisted of three of
the Company's independent directors who had no personal interest in the Advisor
Merger, to direct the negotiations relating to the Advisor Merger on the
Company's behalf and to consider and make recommendations to the Board relating
to the Advisor Merger.
(b) Property Management
America First Properties Management Company L.L.C. (the "Property
Manager"), a wholly-owned subsidiary of AFC, provides property management
services for the multi-family apartment properties in which the Company holds
investment interests. The Property Manager also provided property management
services to certain properties in which the Company previously held investment
interests. Michael Yanney, the Company's former Chairman of the Board, who
retired from the Board in March 2003, has been the Chairman of AFC since 1984
and Mr. Yanney and George H. Krauss, one of the Company's directors,
beneficially own equity interests in AFC. The Property Manager receives a
management fee equal to a stated percentage of the gross revenues generated by
these properties, ranging from 3.5% to 4.0% of gross receipts. Commencing
January 1, 2004, such fee will be 3.0% and may be increased to 4.0% if a
property meets certain performance objectives. All fees paid to the Property
Manager are considered to be market rates for such services. The Company paid
the Property Manager fees of approximately $298,000, $412,000 and $432,000
respectively, for the years ended December 31, 2003, 2002 and 2001.
(c) Investment in Retirement Centers Corporation
From 1998 thorough September 30, 2002, the Company held all of the
non-voting preferred stock, representing 95% of the ownership and economic
interest in RCC. Through September 30, 2002, Mr. Gorin, the Company's Executive
Vice President and Chief Financial Officer, held all of the voting common stock
of RCC, representing a 5% economic interest and 100% controlling interest in
RCC.
On October 1, 2002, the Company purchased 100% of the voting common stock
held by Mr. Gorin for $260,000. The purchase price was based on the estimated
value of the underlying properties, as determined by independent appraisers, net
of the related mortgage indebtedness. As a result of the purchase of this voting
common stock, RCC became a wholly-owned subsidiary of the Company. (See Note 7.)
(d) Investments in Certain Corporate Debt Securities
Prior to the Company liquidating its corporate debt securities portfolio in
2002, the Company held the corporate debt securities of RCN Corporation ("RCN"),
which were purchased between February 1999 and August 2000, and Level 3
Corporation ("Level 3"), which were purchased between August 1998 and August
2000. Mr. Yanney, who retired as the Company's Chairman of the Board in March
2003, was on the board of directors of both RCN and Level 3. One of the
Company's Directors, W. David Scott, is the son of the Chairman of both Level 3
and RCN at the time the Company purchased and sold these securities.
(e) Advisory Services
During the fourth quarter of 2003, the Company formed and became the sole
stockholder of MFA Spartan, Inc., a Delaware corporation ("Spartan Inc.").
Spartan Inc. then formed and, pursuant to an operating agreement dated November
6, 2003, became the sole member of MFA Spartan I, LLC, a Delaware limited
liability company ("Spartan LLC"). On November 7, 2003, Spartan LLC entered into
a sub-advisory agreement with America First Apartment Advisory Corporation
("AFAAC"), a Maryland corporation and the external advisor of America First
Apartment Investors, Inc. ("AFAI"), pursuant to which Spartan LLC agreed, among
other things, to provide sub-advisory services to AFAAC with respect to, and to
assist AFAAC in connection with, AFAI's acquisition and disposition of MBS and
the maintenance of AFAI's MBS portfolio. During the fourth quarter of 2003, the
47
MFA MORTGAGE INVESTMENTS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Company earned a fee of $2,000 related to the sub-advisory services rendered by
Spartan LLC to AFAAC. George H. Krauss, one of the Company's directors, is a
member of the board of directors of AFAI and beneficially owns 17% of AFC, which
owns 100% of the voting stock of AFAAC.
4. Mortgage Backed Securities
At December 31, 2003 and 2002, all of the Company's MBS were classified as
available-for-sale and, as such, were carried at their estimated fair value, as
determined by obtaining market prices obtained from investment banks that trade
such securities and from an independent pricing source. The following table
presents the carrying value of the Company's MBS at December 31, 2003 and 2002.
2003 2002
----------- -----------
(In Thousands)
Agency MBS:
Fannie Mae Certificates $ 2,782,066 $ 1,901,621
Ginnie Mae Certificates 344,363 5,577
Freddie Mac Certificates 1,109,941 1,450,675
Non-agency "AAA" rated 136,348 127,446
----------- -----------
$ 4,372,718 $ 3,485,319
=========== ===========
At December 31, 2003 and 2002, the Company's portfolio of MBS consisted of
pools of ARM-MBS with carrying values of approximately $4.366 billion and $3.479
billion, respectively, and fixed-rate MBS with carrying values of approximately
$7.1 million and $6.8 million, respectively.
Agency MBS: Although not rated, Agency MBS carry an implied "AAA" rating.
Agency MBS are guaranteed as to principal or interest by an agency of the U.S.
government, such as Ginnie Mae, or federally chartered corporation, such as
Fannie Mae or Freddie Mac. The payment of principal and interest on Fannie Mae
and Freddie Mac MBS is guaranteed by those respective agencies and the payment
of principal and interest on Ginnie Mae MBS is backed by the full faith and
credit of the U.S. government.
Non-Agency "AAA": Non-Agency "AAA" MBS are privately issued certificates
that are backed by pools of single-family and multi-family mortgage loans.
Non-Agency "AAA" MBS are rated as such by one of the Rating Agencies. "AAA" is
the highest bond rating given by Rating Agencies and indicates the relative
security of the investment. These securities are not guaranteed by the U.S.
government or any of its agencies or any federally chartered corporation.
The following table presents the components of the carrying value of the
Company's MBS portfolio at December 31, 2003 and 2002:
2003 2002
----------- -----------
(In Thousands)
Principal balance $ 4,245,458 $ 3,338,937
Principal payment receivable 40,170 43,338
----------- -----------
4,285,628 3,382,275
Unamortized premium 96,162 76,333
Unaccreted discount (299) (20)
Gross unrealized gains 10,882 27,154
Gross unrealized losses (19,655) (423)
----------- -----------
Carrying value/estimated fair value $ 4,372,718 $ 3,485,319
=========== ===========
48
MFA MORTGAGE INVESTMENTS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The following table presents the gross unrealized losses and estimated fair
value of the Company's, aggregated by investment category and length of time
that such individual securities have been in a continuous unrealized loss
position, at December 31, 2003.
All of the Company's MBS are either Agency MBS, which have an implied "AAA"
rating or non-agency MBS that are rated "AAA", as such none of the unrealized
losses are considered to be credit related. In addition, at December 31, 2003,
the Company had one MBS with an amortized cost of $17.3 million, which is
expected to remain in the Company's portfolio, that had unrealized losses for 12
months or more. At December 31, 2003, this MBS had a gross unrealized loss of
$85,000.
The following table presents interest income and premium amortization on
the Company's MBS portfolio for the years ended December 31, 2003, 2002 and
2001.
2003 2002 2001
--------- --------- ---------
(In Thousands)
Coupon interest on MBS $ 165,063 $ 154,329 $ 58,965
Premium amortization (45,452) (28,093) (5,598)
Discount accretion 1 2 20
--------- --------- ---------
Interest income on MBS $ 119,612 $ 126,238 $ 53,387
========= ========= =========
5. Corporate Debt Securities
During 2002, the Company liquidated its remaining portfolio of corporate
debt securities, realizing gains of $937,000 and losses of $1,575,000. These
securities were comprised of "non-investment grade," "high yield bonds". The
Company had taken impairment charges of $3,474,000 and $2,453,000 on certain of
its corporate debt securities during 2002 and 2001, respectively. The Company
did not have any investments in corporate debt securities during 2003.
6. Corporate Equity Securities
During 2002, the Company liquidated its remaining portfolio of corporate
equity securities, realizing gains of $569,000. The Company did not have any
investments in equity securities during 2003.
49
MFA MORTGAGE INVESTMENTS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
7. Real Estate and Equity Interests in Real Estate
Real estate investments, which are consolidated with the Company, and
equity interests in real estate was comprised of the following at December 31,
2003 and 2002:
2003 2002
-------- --------
Real Estate:
Land and buildings $ 21,486 $ 21,986
Cash 283 419
Prepaid and other assets 324 287
Mortgages payable (16,161) (16,337)
Accrued interest payable (58) (60)
Other payables (210) (212)
-------- --------
Net real estate related assets $ 5,664 $ 6,083
======== ========
Equity Interest in Real Estate $ 2,802(1) 3,806(2)
======== ========
(1) At December 31, 2003, equity interests in real estate was comprised of
the Company's 99% limited partner interest in Owings Chase Limited Partnership,
which owns a 202-unit multi-family apartment property, located in Charlotte,
North Carolina, which had outstanding a $6.8 million non-recourse mortgage loan.
(2) At December 31, 2002, equity interest in real estate was comprised of
the Company's interest in four limited partnerships, which had outstanding an
aggregate of $31.4 million of non-recourse mortgage loans secured by the
underlying investment properties. During 2003, three of these investment
interests and/or properties were sold.
(a) Real Estate/Retirement Center Corporation
RCC was formed as a separate taxable corporation to hold certain properties
acquired by the Company in 1998. Such assets have since been sold and the
proceeds reinvested in the multi-family apartment properties currently held by
RCC. On October 1, 2002, the Company purchased the voting common stock of RCC,
which represented the remaining outstanding securities of RCC that were not then
owned by the Company. Prior to this acquisition, the Company held the non-voting
preferred stock of RCC and accounted for such investment under the equity
method. Upon acquiring the controlling interest in RCC, the Company changed from
the equity method of accounting for this investment to consolidating RCC on a
prospective basis.
At December 31, 2003 and 2002, RCC owned (i) The Greenhouse, a 127-unit
multi-family apartment property located in Omaha, Nebraska, which was acquired
on January 12, 2000, and (ii) an 88.3% undivided interest in Lealand Place, a
192-unit apartment property located in Lawrenceville, Georgia, which was
acquired on January 18, 2001. In addition to its holding in RCC, the Company
indirectly owns, through two other subsidiaries, an 11.6% aggregate interest in
Lealand Place. In December 2000, the Company loaned Greenhouse Holding LLC
(which holds The Greenhouse) $437,000 to fund building renovations which
remained outstanding at December 31, 2003.
The following table presents the summary results of real estate, operations
of RCC, as consolidated with its two subsidiaries, for the year ended December
31, 2003 and for the period from October 1, 2002 through December 31, 2002:
Three Months Ended
2003 December 31, 2002
------- -------------------
(In Thousands)
Revenue from operations of real estate $ 2,663 $ 685
Interest expense for mortgages on real estate (1,102) (304)
Other real estate operations expense (1,767) (185)
------- -------
$ (206) $ 196
======= =======
(b) Equity Interests in Real Estate
At December 31, 2003, the Company had a 99% limited partner interest in
Owings Chase Limited Partnership, which owns a 202-unit multi-family apartment
complex in Charlotte, North Carolina. This property serves as collateral for a
$6.8 million non-recourse mortgage (subject to customary nonrecourse
exceptions), which means generally that the lender's final source of repayment
in the event of default is the foreclosure of the property securing such loan.
The mortgage, which has a fixed-rate of 7.4%, will mature on December 10, 2010.
50
MFA MORTGAGE INVESTMENTS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Income from the Company's equity interests in real estate, which includes
the results of operations for RCC prior to October 1, 2002, was as follows for
the years ended December 31, 2003, 2002 and 2001:
(1) During 2001, RCC sold its undivided interest in the net assets of an
assisted living center. Such sale contributed approximately $2.1 million
(approximately $2.6 million less an incentive fee of $511,000 paid to the
Advisor reflected in other general and administrative expense) to the Company's
net income for the year ended December 31, 2001. The proceeds of such sale were
utilized to acquire a limited partner interest in Lealand Place, LLC, which
purchased Lealand Place, a 192-unit multi-family apartment property located in
Lawrenceville, Georgia, on January 18, 2001. For tax purposes, the gain on sale
was not recognized, as the purchase and sale were structured as a Section 1031
exchange.
(2) Does not include the results for RCC from October 1, 2002 though December
31, 2002.
During 2003, the following real estate related transactions occurred with
respect to the Company: (i) Morrowood Associates, Ltd., a limited partnership in
which the Company held a 99% limited partner interest, sold its sole investment,
Morrowood Townhouses, a 264-unit multi-family apartment property located in
Morrow, Georgia; (ii) the Company sold its 50% limited partner interest in Gold
Key Venture, a Georgia Limited Partnership, which held Laurel Park, a 387-unit
multi-family apartment property located in Riverdale, Georgia; and (iii) Harmony
Bay Associates, Ltd, a limited partnership in which the Company held a 99%
limited partner interest, sold its sole investment asset, Harmony Bay
Apartments, a 300-unit multi-family apartment property located in Roswell,
Georgia. As a result of these transactions, the Company realized gains/(losses)
of $621,000, $1,084,000 and ($4,000), respectively.
Prior to October 1, 2002, the Company held 100% of the non-voting preferred
stock of RCC which represented a 95% economic interest in RCC and, as such, the
net assets of RCC were included in equity interests in real estate and income
recognized under the equity method.
8. Interest Rate Cap Agreements
At December 31, 2003, the Company had 11 Cap Agreements with an aggregate
notional amount of $310.0 million purchased to hedge against increases in
interest rates on $310.0 million of its current and anticipated future 30-day
term repurchase agreements. The Cap Agreements had an amortized cost of
approximately $3.6 million and an estimated fair value of $276,000 at December
31, 2003, resulting in an unrealized loss of approximately $3.3 million, which
is included as a component of accumulated other comprehensive income. The
Company incurred premium amortization expense on its Cap Agreements, which is
included as component of interest expense on the Company's repurchase agreements
that such Cap Agreements hedge, of $432,000 and $3,000, for the years ended
December 31, 2003 and 2002, respectively. If the 30-day London Interbank Offered
Rate ("LIBOR") were to increase above the rate specified in the Cap Agreement
during the effective term of the Cap, the Company would receive monthly payments
from its Cap Agreement counterparty. The Company did not receive any payments
from counterparties related to its Cap Agreements during 2003 or 2002.
Under the Company's current policy, the Company's counterparties for the
Cap Agreements are financial institutions whose holding or parent company's
long-term debt rating is "A" or better, as determined at least one of the Rating
Agencies. In the unlikely event of a default by the counterparty, the Company
would not receive payments provided for under the terms of the Cap Agreement and
could incur a loss for the remaining unamortized premium cost of the Cap
Agreement.
51
MFA MORTGAGE INVESTMENTS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The table below presents information about the Company's Cap Agreements at
December 31, 2003:
(1) The 30-day LIBOR strike rate at which payments would become due to the
Company under the terms of the Cap Agreement. At December 31, 2003, the 30-day
LIBOR was 1.12%.
On January 13, 2004, the Company purchased two additional Cap Agreements,
with an aggregate notional amount of $100.0 million, at an aggregate cost of
$961,000. These Cap Agreements will become active on July 15, 2005 and run
through January 1, 2007, with strike rates of 3.75% and 4.00%, respectively,
based on 30-day LIBOR.
9. Repurchase Agreements
The Company's repurchase agreements are collateralized by the Company's
ARM-MBS securities and typically bear interest at rates that are LIBOR-based. At
December 31, 2003, the Company had outstanding balances of $4.024 billion under
258 repurchase agreements with a weighted average borrowing rate of 1.36% and a
weighted average remaining maturity of 7.9 months. At December 31, 2003, all of
the Company's borrowings were fixed-rate term repurchase agreements with
original maturities that range from one-to-36 months. At December 31, 2002, the
Company had outstanding balances of $3.186 billion under 182 repurchase
agreements with a weighted average borrowing rate of 2.02%. At December 31, 2003
and 2002, the repurchase agreements had the following remaining contractual
maturities:
2003 2002
----------- -----------
(In Thousands)
Within 30 days $ 412,611 $ 457,606
>30 days to 3 months 503,044 558,824
>3 months to 6 months 1,022,560 1,076,804
>6 months to 12 months 1,613,761 900,176
>12 months to 24 months 148,200 192,500
>24 months to 36 months 324,200 --
----------- -----------
$ 4,024,376 $ 3,185,910
=========== ===========
10. Commitments and Contingencies
(a) Lease Commitment
The Company has a lease through August 31, 2012 for its corporate
headquarters, located at 350 Park Avenue, New York, New York. The lease provides
for, among other things, annual rent of (i) $338,000 though July 31 2005; (ii)
$348,000 from August 1, 2005 through November 30, 2008 and (iii) $357,000 from
December 1, 2008 through August 31, 2012.
(b) Securities purchase commitments
At December 31, 2003, the Company had a commitment to purchase a 5/1
ARM-MBS (i.e., a hybrid MBS having a fixed interest rate for the first five
years and, thereafter resetting annually, with a par value of $13.7 million and
a coupon of 5.14%, at a purchase price of 101.98% of par. This purchase settled
on January 30, 2004.
52
MFA MORTGAGE INVESTMENTS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
11. Stockholders' Equity
(a) Dividends/Distributions
The Company declared the following distributions during the years ended
December 31, 2003, 2002 and 2001:
Dividend
Declaration Date Record Date Payment Date per Share
- ------------------ ------------------ ---------------- ---------
2003
- ----
March 13, 2003 March 28, 2003 April 30, 2003 $ 0.28
May 22, 2003 June 30, 2003 July 31, 2003 0.28
September 10, 2003 September 30, 2003 October 31, 2003 0.28
December 17, 2003 December 30, 2003 January 30, 2004 0.25
2002
- ----
March 12, 2002 March 28, 2002 April 30, 2002 $ 0.300(1)
June 12, 2002 June 28, 2002 July 30, 2002 0.300(1)
September 12, 2002 September 30, 2002 October 30, 2002 0.320(2)
December 19, 2002 December 30, 2002 January 24, 2003 0.320(2)
2001
- ----
February 12, 2001 April 16, 2001 April 30, 2001 $ 0.165
April 9, 2001 June 30, 2001 July 16, 2001 0.175
September 19, 2001 October 2, 2001 October 18, 2001 0.225
December 12, 2001 December 28, 2001 January 30, 2002 0.280
(1) Includes a special dividend of $0.02 per share.
(2) Includes a special dividend of $0.04 per share.
For tax purposes, a portion of each of the dividends declared in December
of 2003, 2002 and 2001 were treated as a dividend for stockholders in the
subsequent year.
In general, consistent with the Company's underlying operational strategy,
the Company's dividends will generally be characterized as ordinary income to
its stockholders for federal tax purposes. However, under certain conditions, a
portion of the Company's dividends may be characterized as capital gains or
return of capital. For 2003, a portion of the Company's dividends were deemed to
be capital gains, with the remainder considered ordinary income to stockholders;
for 2002 and 2001, all of the Company's dividends were characterized as ordinary
income.
(b) Shelf Registration Statements
On September 25, 2001, the Company filed a shelf registration statement on
Form S-3 with the SEC under the Securities Act of 1933, as amended, (the "Act"),
with respect to an aggregate of $300.0 million of Common Stock and/or preferred
stock that may be sold by the Company from time to time pursuant to Rule 415
under the Act. On October 5, 2001, the Commission declared the registration
statement effective. At December 31, 2003, the Company had $8.7 million
remaining under this shelf registration statement.
On June 27, 2003, the Company filed a shelf registration statement on Form
S-3 with the SEC under the Act with respect to an aggregate of $500.0 million of
Common Stock and/or preferred stock that may be sold by the Company from time to
time pursuant to Rule 415 under the Act. On July 8, 2003, the SEC declared this
registration statement effective. At December 31, 2003, the Company had $443.7
million available under this shelf registration statement.
(c) Common Stock Offerings
On August 11, 2003, the Company issued 5,000,000 shares of Common Stock at
$9.80 per share in an underwritten public offering; the underwriters
subsequently exercised their overallotment option and issued an additional
750,000 shares on August 18, 2003. The Company raised aggregate net proceeds of
$53.6 million from such issuances. On May 5, 2003, the Company issued 7,762,500
shares of Common Stock, including the exercise of the underwriters'
overallotment, in an underwritten public offering, at $9.20 per share, raising
aggregate net proceeds of $67.2 million.
53
MFA MORTGAGE INVESTMENTS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
On January 18, 2002, the Company issued 7,475,000 shares of its Common
Stock, including the exercise of the underwriters' overallotment, in an
underwritten public offering, of its Common Stock, at $8.25 per share, raising
aggregate net proceeds of $58.2 million, and, on June 5, 2002, the Company
issued 10,350,000 shares of its Common Stock, in an underwritten public
offering, at $9.10 per share, raising net proceeds of $88.8 million.
(d) Discount Waiver, Direct Stock Purchase and Dividend Reinvestment Plan
Beginning in September 2003, the Company's Discount Waiver, Direct Stock
Purchase and Dividend Reinvestment Plan (the "DRSPP"), which is designed to
provide existing stockholders and new investors with a convenient and economical
way to purchase shares of Common Stock (through the automatic reinvestment of
dividends and/or optional monthly cash investments), became operational. On
December 3, 2003, the Company filed a shelf registration statement on Form S-3
with the SEC for the purpose of registering Common Stock for sale through the
DRSPP. This registration statement was declared effective by the SEC on December
15, 2003 and, when combined with the unused portion of the Company's previous
DRSPP shelf registration statement, registered an aggregate of 10.0 million
shares of Common Stock. At December 31, 2003, the Company had issued 3.3 million
shares of Common Stock to participants in the DRSPP and received net proceeds of
$31.2 million.
12. EPS Calculation
The following table presents the reconciliation between basic and diluted
shares of Common Stock outstanding used in calculating basic and diluted EPS for
the years ended December 31, 2003, 2002 and 2001:
13. Accumulated Other Comprehensive (Loss)/Income
Accumulated other comprehensive income at December 31, 2003 and 2002 was
as follows:
54
MFA MORTGAGE INVESTMENTS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
14. 1997 Stock Option Plan, Employment Agreements and Other Benefit Plans
(a) 1997 Stock Option Plan
The Company's Second Amended and Restated 1997 Stock Option Plan (the "1997
Plan") authorizes the granting of options to purchase an aggregate of up to
1,400,000 shares of Common Stock. The 1997 Plan authorizes the Compensation
Committee of the Board, or the entire Board if no such committee exists, to
grant Incentive Stock Options ("ISOs"), as defined under section 422 of the
Code, non-qualified stock options ("NQSOs") and DERs to eligible persons. The
exercise price for any options granted to eligible persons under the 1997 Plan
shall not be less than the fair market value of the Common Stock on the day of
the grant.
Activity in the 1997 Plan is summarized as follows for the years ended
December 31, 2003, 2002 and 2001:
All DERs granted prior to October 1, 2003 vested on the same basis as the
underlying options. Dividends are paid on vested DERs only to the extent of
ordinary income. DERs are not entitled to distributions representing a return of
capital. Dividends paid on DERs granted with respect to ISOs are charged to
stockholders' equity when declared and dividends paid on DERs granted with
respect to NQSOs are charged to earnings when declared. For the years ended
December 31, 2003, 2002 and 2001, the Company recorded charges of $519,000,
$573,000 and $423,000, respectively, to stockholders' equity (included in
dividends paid or accrued) associated with the DERs on ISOs and charges of
$2,700, $3,500 and $4,000, respectively, to earnings associated with DERs on
NQSOs. At December 31, 2003, the Company had 904,750 DERs outstanding, of which
565,563 were vested.
Pursuant to the Code, for stock options granted under the 1997 Plan and
vesting in any one calendar year to qualify as ISOs for tax purposes, the market
value of the Common Stock, as determined on the applicable date of grant, for
which such stock options are exercisable shall not, during such calendar year,
exceed $100,000.
The ISOs granted to the executive officers of the Company, who were also
employees of the Advisor, were accounted for under the fair value method
established under FAS 123, resulting in option related expenses recognized over
the vesting period.
Effective January 1, 2002, the status of the employees of the Advisor
changed such that they became employees of the Company. Accordingly, the
unvested options outstanding at January 1, 2002 were treated as newly granted
options to employees and accounted for under the APB 25, with the difference
between the market value of the Common Stock and option price expensed over the
remaining vesting period of approximately seven months. The Company did not
incur any expense for stock options granted prior to October 1, 2003 during
2003, as all options had vested during 2002; the Company recorded an expense of
$529,000 related to stock options and related DERs granted during 2003.
55
MFA MORTGAGE INVESTMENTS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The Company uses the Black-Scholes valuation model to determine the option
expense. The following represents the weighted average assumptions made to value
options granted on October 1, 2003:
2003 Grants
-----------
Fair Value for Options Granted $ 3.75
Dividend Yield* --
Volatility 35. 11%
Risk-Free Interest Rate 3.92%
Assumed Forfeitures --
Expected Life in years 6.18
*Dividend yield of zero is applied, as related DERs were granted.
At December 31, 2003, the Compensation Committee had approved the grant of
50,000 options, with a strike price equal to the market price on the date of
grant, and related DERs for issuance on February 2, 2004.
(b) Employment Agreements
The Company has an employment agreement with each of its five senior
officers, with varying terms that provide for, among other things, base salary
and change-in-control provisions, subject to certain events.
(c) Deferred Compensation Plans
On December 19, 2002, the Board adopted the MFA Mortgage Investments, Inc.
2003 Non-employee Directors' Deferred Compensation Plan and the MFA Mortgage
Investments, Inc. Senior Officers Deferred Bonus Plan (collectively, the
"Deferred Plans"). Directors and senior officers of the Company may elect to
defer a percentage of their compensation under the Deferred Plans for
compensation earned subsequent to December 31, 2002. The Deferred Plans are
intended to provide non-employee Directors and senior officers of the Company
with an opportunity to defer up to 100% of certain compensation, as defined in
the Deferred Plans, while at the same time aligning such individual's interests
with the interests of the Company's stockholders. Amounts deferred are
considered to be converted into "stock units" of the Company, which do not
represent stock of the Company, but rather the right to receive a cash payment
equal to the market value of an equivalent number of shares of the Common Stock.
Deferred accounts increase or decrease in value as would equivalent shares of
the Common Stock and are settled in cash at the termination of the deferral
period, based on the value of the stock units at that time. The Deferred Plans
are non-qualified plans under the Employee Retirement Income Security Act
("ERISA") and are not funded. Prior to the time that the deferred accounts are
settled, participants are unsecured creditors of the Company.
At the time a participant's deferral of compensation is made, it is
intended that such participant will not recognize income for federal income tax
purposes, nor will the Company receive a deduction until such time that the
compensation is actually distributed to the participant. At December 31, 2003,
the Company had a liability of $130,000 pursuant to the Deferred Plans.
(d) Qualified Plan
Effective October 1, 2002, the Company adopted a tax-qualified employee
savings plan (the "401-k Plan"). Pursuant to Section 401(k) of the Code,
eligible employees of the Company are able to make deferral contributions,
subject to limitations under applicable law. Participant's accounts are
self-directed and the Company bears all costs associated with administering the
401-k Plan. The Company matches 100% of the first 3% of eligible compensation
deferred by employees and 50% of the next 2%, with a maximum match of $8,000.
Substantially all of the Company's employees are eligible to participate in the
401-k Plan. The Company has elected to operate the 401-k Plan under applicable
safe harbor provisions of the Code, whereby among other things, the Company must
make contributions for all eligible employees regardless of whether or not such
individuals make deferrals and all matches contributed by the Company
immediately vest 100%. For the years ended December 31, 2003 and 2002, the
Company incurred expenses for matching contributions of $39,000 and $27,000,
respectively.
56
MFA MORTGAGE INVESTMENTS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
15. Estimated Fair Value of Financial Instruments
FAS No. 107 "Disclosures about Fair Value of Financial Instruments" defines
the fair value of a financial instrument as the amount at which the instrument
could be exchanged in a current transaction between willing parties. The
relevance and reliability of the estimates of fair values presented are limited,
given the dynamic nature of market conditions, including changes in interest
rates, the real estate market, debtors' financial condition and numerous other
factors over time. The following table presents the carrying value and estimated
fair value of financial instruments at December 31, 2003 and 2002:
The following methods and assumptions were used by the Company in arriving
at the estimated fair value of its financial instruments:
Investments in MBS, corporate debt securities and corporate equity
securities: Estimated fair values are based on the average of broker quotes
received and/or obtained from independent pricing sources when available.
Cash and cash equivalents and restricted cash: Estimated fair value
approximates the carrying value of such assets.
Repurchase agreements: Estimated fair value reflects the present value of
the contractual cash flow (i.e., future value). The discount rate used to
present value the contractual future value was LIBOR rate quoted at the
valuation date that is closest to the weighted average term to maturity of the
aggregate repurchase agreements.
Commitments: Commitments to purchase securities are derived by applying the
fees currently charged to enter into similar agreements, taking into account
remaining terms of the agreements and the present creditworthiness of the
counterparties. The commitments existing at December 31, 2003 and 2002, would
have been offered at substantially the same rates and under substantially the
same terms that would have been offered at December 31, 2003 and 2002;
respectively, therefore, the estimated fair value of the commitments was zero at
those dates and are not included in the table above.
57
MFA MORTGAGE INVESTMENTS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
16. Summary of Quarterly Results of Operations (Unaudited)
(1) Includes an "other-than-temporary" impairment charge of $3.4 million
related to a corporate debt security, which reduced net income by $0.10 per
basic and diluted share.
(2) Reflects the income and expenses of RCC commencing October 1, 2002, when
the Company acquired the voting common stock of such entity in which the
Company previously held a non-controlling limited partner interest.
58
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
As reported in the Company's current report on Form 8-K, filed on March 19,
2003, reporting under Item 4, the Company changed its independent accountants
for 2003. There were no disagreements with either of the Company's independent
accountants on accounting principles and practices or financial disclosure,
during the years ended December 31, 2003, 2002 and 2001.
Item 9A. Controls and Procedures
A review and evaluation was performed by the Company's management,
including the Company's Chief Executive Officer (the CEO") and Chief Financial
Officer (the "CFO"), of the effectiveness of the design and operation of the
Company's disclosure controls and procedures as of the end of the period covered
by this annual report. Based on that review and evaluation, the CEO and CFO have
concluded that the Company's current disclosure controls and procedures, as
designed and implemented, were effective. There have been no significant changes
in the Company's internal controls or in other factors that could significantly
affect the Company's internal controls subsequent to the date of their
evaluation. There were no significant material weaknesses identified in the
course of such review and evaluation and, therefore, no corrective measures were
taken by the Company.
PART III
Item 10. Directors and Executive Officers of Registrant.
The information regarding the Company's directors required by Item 10 is
incorporated herein by reference to the Company's proxy statement, relating to
its 2004 annual meeting of stockholders to be held on May 27, 2004 (the "Proxy
Statement"), to be filed with the SEC within 120 days after December 31, 2003.
The information regarding the Company's executive officers required by Item
10 appears under Item 4A of Part I of this annual report on Form 10-K.
The information regarding compliance with Section 16(a) of the 1934 Act
required by Item 10 is incorporated herein by reference to the Proxy Statement
to be filed with the SEC within 120 days after December 31, 2003.
The information regarding a code of ethics required by Item 10 is
incorporated herein by reference to the Proxy Statement to be filed with the SEC
within 120 days after December 31, 2003.
Item 11. Executive Compensation.
The information regarding executive compensation required by Item 11 is
incorporated herein by reference to the Proxy Statement to be filed with the SEC
within 120 days after December 31, 2003.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
The table of beneficial ownership of the Company required by Item 12 is
incorporated herein by reference to the Proxy Statement to be filed with the SEC
within 120 days after December 31, 2003.
Item 13. Certain Relationships and Related Transactions.
The information regarding certain relationships and related transactions
required by Item 13 is incorporated herein by reference to the Proxy Statement
to be filed with the SEC within 120 days after December 31, 2003.
Item 14. Principal Accountant Fees and Services.
The information concerning principal accounting fees and services and the
audit committee's preapproval policies and procedures required by Item 14 is
incorporated herein by reference to the Proxy Statement to be filed with the SEC
within 120 days after December 31, 2003.
59
PART IV
Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(a) The following documents are filed as part of this report:
1. Financial Statements. The consolidated financial statements of the
Company, together with the Independent Accountants' Report thereon, are set
forth on pages 30 through 51 of this Form 10-K and are incorporated herein
by reference.
2. Financial Statement Schedules. Financial statement schedules have been
omitted because they are not applicable or the required information is
presented in the consolidated financial statements and/or in the notes to
consolidated financial statements filed in response to Item 8 hereof.
3. Exhibits.
2.1 Agreement and Plan of Merger by and among the Registrant, America
First Participating/Preferred Equity Mortgage Fund Limited
Partnership, America First Prep Fund 2 Limited Partnership, America
First Prep Fund 2 Pension Series Limited Partnership and certain other
parties, dated as of July 29, 1997 (incorporated herein by reference
to Exhibit 2.1 of the Registration Statement on Form S-4, dated
February 12, 1998, filed by the Registrant pursuant to the Securities
Act of 1933 (Commission File No. 333-46179)).
2.2 Agreement and Plan of Merger by and among the Registrant, America
First Mortgage Advisory Corporation ("AFMAC") and the shareholders of
AFMAC, dated September 24, 2001 (incorporated herein by reference to
Exhibit A of the definitive Proxy Statement, dated November 12, 2001,
filed by the Registrant pursuant to the 1934 Act (Commission File No.
1-13991)).
3.1 Amended and Restated Articles of Incorporation of the Registrant
(incorporated herein by reference to Form 8-K, dated April 10, 1998,
filed by the Registrant pursuant to the 1934 Act (Commission File No.
1-13991)).
3.2 Articles of Amendment to the Amended and Restated Articles of
Incorporation of the Registrant, dated August 6, 2002 (incorporated
herein by reference to Form 8-K, dated August 13, 2002, filed by the
Registrant pursuant to the 1934 Act (Commission File No. 1-13991)).
3.3 Articles of Amendment to the Amended and Restated Articles of
Incorporation of the Registrant, dated August 16, 2002 (incorporated
herein by reference to Exhibit 3.3 of the Form 10-Q, for the quarter
ended September 30, 2002, filed by the Registrant pursuant to the 1934
Act (Commission File No. 1-13991)).
3.4 Amended and Restated Bylaws of the Registrant (incorporated herein
by reference to the Form 8-K, dated August 13, 2002, filed by the
Registrant pursuant to the 1934 Act (Commission File No. 1-13991)).
4.1 Specimen of Common Stock Certificate of the Registrant
(incorporated herein by reference to Exhibit 4.1 of the Registration
Statement on Form S-4, dated February 12, 1998, filed by the
Registrant pursuant to the Securities Act of 1933 (Commission File No.
333-46179)).
10.1 Employment Agreement of Stewart Zimmerman, dated September 25,
2003 (incorporated herein by reference to Exhibit 10.1 of the Form
10-Q, for the quarter ended September 30, 2003, filed by the
Registrant pursuant to the 1934 Act (Commission File No. 1-13991)).
10.2 Employment Agreement of William S. Gorin, dated September 25,
2003 (incorporated herein by reference to Exhibit 10.2 of the Form
10-Q, for the quarter ended September 30, 2003, filed by the
Registrant pursuant to the 1934 Act (Commission File No. 1-13991)).
10.3 Employment Agreement of Ronald A. Freydberg, dated August 1, 2002
(incorporated herein by reference to Exhibit 10.3 of the Form 10-Q for
the quarter ended September 30, 2002, filed by the Registrant pursuant
to the 1934 Act (Commission File No. 1-13991)).
10.4 Employment Agreement of Teresa D. Covello, dated November 1,
2003.
10.5 Employment Agreement of Timothy W. Korth II, dated August 1, 2003
(incorporated herein by reference to the Form 8-K, dated August 7,
2003, filed by the Registrant pursuant to the 1934 Act (Commission
File No. 1-13991)).
60
10.6 Second Amended and Restated 1997 Stock Option Plan of the
Registrant (incorporated herein by reference to the Form 10-Q, dated
August 10, 2001, filed with the Securities and Exchange Commission
pursuant to the 1934 Act (Commission File No. 1-13991)).
10.7 MFA Mortgage Investments, Inc. Senior Officers Deferred
Compensation Plan, adopted December 19, 2002 (incorporated herein by
reference to Form 10-K, for the year ended December 31, 2002, filed
with the Securities and Exchange Commission pursuant to the 1934 Act
(Commission File No. 1-13991)).
10.8 MFA Mortgage Investments, Inc. 2003 Non-Employee Directors
Deferred Compensation Plan, adopted December 19, 2002 (incorporated
herein by reference to Form 10-K, for the year ended December 31,
2002, filed with the Securities and Exchange Commission pursuant to
the 1934 Act (Commission File No. 1-13991)).
23.1 Consent of Ernst & Young LLP.
23.2 Consent of PricewaterhouseCoopers LLP.
31.1 Certification of the Chief Executive Officer, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
31.2 Certification of the Chief Financial Officer, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
32.1 Certification of the Chief Executive Officer, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
32.2 Certification of the Chief Financial Officer, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
Reports on Form 8-K
The Registrant filed the following current reports on Form 8-K
during the fourth quarter of 2003:
(i) current report on Form 8-K, filed on December 17, 2003,
reporting under Items 7, 9 and 12, and attaching the Registrant's
press release, dated December 17, 2003, which announced the
Registrant's dividend and provided earnings guidance for the
fourth quarter of 2003;
(ii) current report on Form 8-K, filed on December 1, 2003,
reporting under Items 7 and 9, and attaching the text of the
interview of William S. Gorin, dated November 26, 2003; and
(iii) current report on Form 8-K, filed on October 29, 2003,
reporting under Items 7, 9 and 12 and attaching the Registrant's
press release, dated October 29, 2003, which announced the
financial results for the third quarter ended September 30, 2003.
61
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
MFA Mortgage Investments, Inc.
Date: February 5, 2004 By /s/ Stewart Zimmerman
---------------------
Stewart Zimmerman
Chief Executive Officer
Date: February 5, 2004 By /s/ William S. Gorin
--------------------
William S. Gorin
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
Date: February 5, 2004 By /s/ Teresa D. Covello
---------------------
Teresa D. Covello
Senior Vice President and
Chief Accounting Officer
(Principal Accounting Officer)
Pursuant to the requirements of the Securities Act of 1934, this report has
been signed below by the following persons on behalf of the Company and in the
capacities and on the dates indicated.
Date: February 5, 2004 By /s/ Stewart Zimmerman
---------------------
Stewart Zimmerman
Chairman, President and
Chief Executive Officer
Date: February 5, 2004 By /s/ Michael L. Dahir
--------------------
Michael L. Dahir
Director
Date: February 5, 2004 By /s/ W. David Scott
------------------
W. David Scott
Director
Date: February 5, 2004 By /s/ Stephen R. Blank
--------------------
Stephen R. Blank
Director
62